<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
Commission File Number 333-59393
RHYTHMS NETCONNECTIONS INC.
State of Incorporation: Delaware I.R.S. Employer ID #: 33-0747515
Address: 7337 South Revere Parkway, Suite 100 Telephone #: (303)476-4200
Englewood, Colorado 80112-3931
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days Yes No X
--- ---
As of December 7, 1998, a total of 6,683,108 shares of the Registrant's
Common Stock, $0.001 par value, were issued and outstanding.
<PAGE>
RHYTHMS NETCONNECTIONS INC.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following are three-month quarterly and nine-month year-to-date, as
applicable, consolidated financial statements of the Registrant as of and
through September 30, 1998.
1
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RHYTHMS NETCONNECTIONS INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31, (Unaudited)
1997 September 30,
(restated) 1998
------------ --------------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 10,166,000 $ 20,236,000
Short-term investments -- 133,703,000
Accounts, loans, and other receivables, net -- 1,179,000
Inventory -- 285,000
Prepaid expenses and other current assets 95,000 160,000
------------ ------------
Total current assets 10,261,000 155,563,000
Equipment and furniture, net 1,621,000 3,166,000
Collocation fees, net 327,000 8,740,000
Deferred debt issue costs -- 6,274,000
Other assets 32,000 239,000
------------ ------------
$ 12,241,000 $ 173,982,000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of longterm debt $ 126,000 $ 333,000
Accounts payable 992,000 4,340,000
Accrued expenses 335,000 1,665,000
------------ ------------
Total current liabilities 1,453,000 6,338,000
Long-term debt 442,000 528,000
13.5% senior discount notes, net -- 152,115,000
Other liabilities -- 209,000
------------ ------------
Total liabilities 1,895,000 159,190,000
------------ ------------
Mandatorily redeemable Common Stock warrants -- 6,567,000
------------ ------------
Stockholders' equity:
Series A Convertible Preferred Stock, $0.001 par value; 17,000,000
shares authorized in 1997, 12,900,000 shares in 1998; 12,490,000
shares issued and outstanding in 1997, 12,855,094 shares in 1998 12,000 13,000
Series B Convertible Preferred Stock, $0.001 par value; no shares
authorized in 1997, 4,044,943 shares in 1998; no shares issued
and outstanding in 1997, 4,044,943 shares in 1998 -- 4,000
Common Stock, $0.001 par value; 45,529,412 shares authorized in
1997, 66,708,243 shares in 1998; 2,068,518 shares issued and
outstanding in 1997, 6,645,608 shares in 1998 2,000 7,000
Treasury Stock, at cost; 365,096 shares -- (19,000)
Additional paid-in capital 14,012,000 34,547,000
Deferred compensation (1,258,000) (2,875,000)
Accumulated deficit (2,422,000) (23,452,000)
------------ ------------
Total stockholders' equity 10,346,000 8,225,000
------------ ------------
$ 12,241,000 $ 173,982,000
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
RHYTHMS NETCONNECTIONS INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
Period from
(Unaudited) February 27, (Unaudited)
Three Months Ended 1997 (inception) Nine Months
------------------------------ through ended
September 30, September 30, September 30, September 30,
1997 1998 1997 1998
------------- ------------- ---------------- -------------
<S> <C> <C> <C> <C>
REVENUE:
Service and installation, net $ -- $ 166,000 $ -- $ 248,000
---------- ------------- ---------- -------------
OPERATING EXPENSES:
Network and service costs -- 1,404,000 -- 2,072,000
Selling, general, and administrative 834,000 7,059,000 938,000 14,040,000
Depreciation and amortization -- 472,000 -- 507,000
---------- ------------- ---------- -------------
Total operating expenses 834,000 8,935,000 938,000 16,619,000
---------- ------------- ---------- -------------
LOSS FROM OPERATIONS (834,000) (8,769,000) (938,000) (16,371,000)
---------- ------------- ---------- -------------
OTHER INCOME AND EXPENSE:
Interest income 55,000 2,160,000 55,000 3,834,000
Interest expense (including amortized
debt discount and issue costs) -- (5,280,000) -- (8,501,000)
Other -- 8,000 -- 8,000
---------- ------------- ---------- -------------
NET LOSS $ (779,000) $ (11,881,000) $ (883,000) $ (21,030,000)
---------- ------------- ---------- -------------
NET LOSS PER SHARE:
Basic $ (0.43) $ (4.17) $ (0.49) $ (9.49)
---------- ------------- ---------- -------------
Diluted $ (0.43) $ (4.17) $ (0.49) $ (9.49)
---------- ------------- ---------- -------------
SHARES USED IN COMPUTING NET LOSS
PER SHARE:
Basic 1,801,470 2,850,914 1,801,470 2,216,188
---------- ------------- ---------- -------------
Diluted 1,801,470 2,850,914 1,801,470 2,216,188
---------- ------------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
RHYTHMS NETCONNECTIONS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
Period from
February 27, (Unaudited)
1997 (inception) Nine Months
through ended
September 30, September 30,
1997 1998
---------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (883,000) $ (21,030,000)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation of equipment and furniture -- 470,000
Amortization of collocation fees -- 37,000
Amortization of debt discount and deferred debt issue costs -- 8,446,000
Amortization of deferred compensation 102,000 407,000
Changes in assets and liabilities:
Increase in accounts, loans, and other receivables -- (1,179,000)
Increase in inventory -- (285,000)
Increase in prepaid expenses and other current assets (14,000) (65,000)
Increase in other assets (5,000) (207,000)
Increase in accounts payable 80,000 2,708,000
Increase in accrued expenses 41,000 1,330,000
Increase in other liabilities -- 209,000
---------------- -------------
Net cash used for operating activities (679,000) (9,159,000)
---------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of shortterm investments -- (133,703,000)
Purchases of equipment and furniture (42,000) (7,981,000)
Payment of collocation fees (215,000) (8,450,000)
---------------- -------------
Net cash used for investing activities (257,000) (150,134,000)
---------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from leasing company for equipment -- 6,606,000
Proceeds from issuance of 13.5% senior discount notes -- 150,365,000
Payment of debt issue costs on 13.5% senior discount notes -- (6,403,000)
Proceeds from borrowings on longterm debt -- 432,000
Repayments on longterm debt -- (139,000)
Proceeds from issuance of Common Stock 3,000 229,000
Proceeds from issuance of Preferred Stock 6,137,000 18,292,000
Purchase of Treasury Stock -- (19,000)
---------------- -------------
Net cash provided by financing activities 6,140,000 169,363,000
---------------- -------------
Net increase in cash and cash equivalents 5,204,000 10,070,000
Cash and cash equivalents at beginning of period -- 10,166,000
---------------- -------------
Cash and cash equivalents at end of period $ 5,204,000 $ 20,236,000
---------------- -------------
Supplemental schedule of cash flow information:
Cash paid for interest $ -- $ 53,000
---------------- -------------
Supplemental schedule of noncash financing activities:
Equipment purchases payable, to be financed through operating leases $ -- $ 640,000
---------------- -------------
Warrants issued in conjunction with senior discount notes $ -- $ 6,567,000
---------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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RHYTHMS NETCONNECTIONS INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Series A Convertible Series B Convertible
Preferred Stock Preferred Stock Common Stock
$0.001 par value $0.001 par value $0.001 par value
-------------------- ---------------------- --------------------
# Shares Amount # Shares Amount # Shares Amount
---------- -------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 12,490,000 $ 12,000 -- $ -- 2,068,518 $ 2,000
Issuance of Common Stock upon exercise
of options ($0.05 per share exercise
price) (unaudited) -- -- -- -- 4,577,090 5,000
Issuance of Series A Preferred Stock for
cash ($0.80 per share) in February 1998
(unaudited) 365,094 1,000 -- -- -- --
Issuance of Series B Preferred Stock for
cash ($4.45 per share) in March 1998
(unaudited) -- -- 4,044,943 4,000
Deferred compensation from grant of options
to purchase Common Stock (unaudited) -- -- -- -- -- --
Amortization of deferred compensation
(unaudited) -- -- -- -- -- --
Purchase of Treasury Stock for cash ($0.05
per share) in September 1998 (unaudited) -- -- -- -- -- --
Net loss through September 30, 1998
(unaudited) -- -- -- -- -- --
---------- -------- --------- ------- --------- -------
Balance at September 30, 1998 (unaudited) 12,855,094 $ 13,000 4,044,943 $ 4,000 6,645,608 $ 7,000
---------- -------- --------- ------- --------- -------
<CAPTION>
Treasury Stock
at cost Additional Total
--------------------- Paid-In Deferred Accumulated Stockholders'
# Shares Amount Capital Compensation Deficit Equity
---------- -------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 -- $ -- $ 14,012,000 $ (1,258,000) $ (2,422,000) $ 10,346,000
Issuance of Common Stock upon exercise
of options ($0.05 per share exercise
price) (unaudited) -- -- 224,000 -- -- 229,000
Issuance of Series A Preferred Stock for
cash ($0.80 per share) in February 1998
(unaudited) -- -- 291,000 -- -- 292,000
Issuance of Series B Preferred Stock for
cash ($4.45 per share) in March 1998
(unaudited) -- -- 17,996,000 -- -- 18,000,000
Deferred compensation from grant of options
to purchase Common Stock (unaudited) -- -- 2,024,000 (2,024,000) -- --
Amortization of deferred compensation
(unaudited) -- -- -- 407,000 -- 407,000
Purchase of Treasury Stock for cash ($0.05
per share) in September 1998 (unaudited) 365,096 (19,000) -- -- -- (19,000)
Net loss through September 30, 1998
(unaudited) -- -- -- -- (21,030,000) (21,030,000)
------- ---------- ------------ ------------ ------------- ------------
Balance at September 30, 1998 (unaudited) 365,096 $ (19,000) $ 34,547,000 $ (2,875,000) $ (23,452,000) $ 8,225,000
------- ---------- ------------ ------------ ------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
RHYTHMS NETCONNECTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION:
THE COMPANY: RHYTHMS NetConnections Inc. (the "Company"), a Delaware
corporation, was organized under the name Accelerated Connections Inc.
effective February 27, 1997. The Company's name was changed to RHYTHMS
NetConnections Inc. as of August 15, 1997. The Company is in the business of
providing high-speed data communications services on an end-to-end basis to
business customers and end users. The Company began service trials in the San
Diego, California, market in December 1997 and began commercial operations in
San Diego effective April 1, 1998.
The Company's ultimate success depends upon, among other factors, rapidly
expanding the geographic coverage of its network services; entering into
interconnection agreements with incumbent local exchange carriers, some of
which are competitors or potential competitors of the Company; deploying
network infrastructure; attracting and retaining customers; accurately
assessing potential markets; continuing to develop and integrate its
operational support system and other back office systems; obtaining any
required governmental authorizations; responding to competitive developments;
continuing to attract, retain, and motivate qualified personnel; and
continuing to upgrade its technologies and commercialize its network services
incorporating such technologies. There can be no assurance that the Company
will be successful in addressing these matters and failure to do so could
have a material adverse effect on the Company's business, prospects,
operating results, and financial condition. As the Company continues the
development of its business, it will seek additional sources of financing to
fund its development. If unsuccessful in obtaining such financing, the
Company will continue expansion of its operations on a reduced scale based on
its existing capital resources.
INTERIM RESULTS (UNAUDITED): The accompanying consolidated financial
statements should be read in conjunction with the Company's financial
statements included in Amendment No. 3 to Form S-4 as filed with the
Securities and Exchange Commission on October 19, 1998.
The accompanying consolidated financial statements (unaudited) have been
prepared in accordance with generally accepted accounting principles for
interim financial information and, therefore, do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
these statements have been prepared on the same basis as the audited
financial statements and include all adjustments, consisting only of normal
recurring accruals, that are necessary for the fair statement of results for
the unaudited interim periods. The data disclosed in these notes to
consolidated financial statements is also unaudited. 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 the disclosure of
contingent assets and liabilities at the financial statement date, as well as
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The operating results for
the interim period are not necessarily indicative of the results to be
expected for a full fiscal year or for any future periods.
NOTE 2 - NET LOSS PER SHARE:
The Company has adopted Statement of Financial Accounting Standard ("SFAS")
No. 128, "Earnings Per Share." Basic earnings per share ("EPS") is calculated
by dividing the income or loss available to common stockholders by the
weighted average number of common shares outstanding for the period, without
consideration for common stock equivalents. Diluted EPS is computed by
dividing the income or loss available to common stockholders by the weighted
average number of common shares outstanding for the period in addition to the
weighted average number of common stock equivalents outstanding for the
period. For the interim periods ended September 30, 1998 and 1997, the
diluted net loss per share computations excludes 41,771,084 and 12,280,000
shares, respectively, subject to conversion or repurchase by the Company,
since the effect of these shares would be antidilutive.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED):
NOTE 3 - SUBSEQUENT EVENTS:
Effective October 21, 1998, the Company began an exchange offer of its
$290,000,000 principal amount at maturity of 13.5 percent Senior Discount
Notes that would allow for registration of such notes under the Securities
Act of 1933, as amended. The exchange offer was completed November 20, 1998,
at which time $289,000,000 of the notes had been exchanged for registered
notes that have substantially the same terms and conditions as the
unregistered notes, except that the registered notes are not subject to the
restrictions on resale or transfer that apply to the unregistered notes.
Effective November 4, 1998, the Company completed a two-for-one split of its
Common Stock. As a result of this stock split, the Company's number of
authorized shares (including Common and Preferred) increased to 83,653,186.
The accompanying consolidated financial statements have been restated for all
periods presented to reflect the stock split.
7
<PAGE>
RHYTHMS NETCONNECTIONS INC.
PART I
FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is based on the consolidated financial
statements of Rhythms NetConnections Inc. (the "Company" or "Rhythms") and
the notes thereto and should be read in conjunction with such consolidated
financial statements and related notes thereto presented previously. Certain
statements set forth below constitute "forward-looking statements." Such
forward-looking statements involve known and unknown risks, uncertainties,
and other factors that may cause the actual results, performance or
achievements of the Company, or industry results to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Given these uncertainties, investors and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the "Risk
Factors" and "Business" sections contained in the Company's Amendment No. 3
to Form S-4 as filed with the Securities and Exchange Commission on October
19, 1998. The Company disclaims any obligation to update information
contained in any forward-looking statement.
RESULTS OF OPERATIONS:
During the first nine months of fiscal year 1998, the Company continued the
development of its business operations. Commercial service commenced April 1,
1998 in the San Diego market and June 1, 1998 in San Francisco. The Company
launched its East Bay and San Jose operations in July 1998 and its Los
Angeles operations in September 1998. Build-outs and development of
additional markets continued in accordance with the Company's initial rollout
of 11 markets expected to be completed during the first half of 1999.
During the first quarter of 1998, the Company received $18,000,000 from the
sale of its Series B Preferred Stock. During the second quarter, the Company
issued 13.5 percent senior discount notes due 2008 in the principal amount at
maturity of $290,000,000, combined with total warrants to purchase an
aggregate 1,972,000 shares of Common Stock, for net proceeds to the Company
of $143,962,000 (after issuance costs). Also during the second quarter, the
Company entered into a 36-month lease line that provides for up to
$24,500,000 in equipment.
THREE MONTHS ENDED SEPTEMBER 30, 1998
Revenues recorded during the third quarter reflect the continued penetration
of the San Diego and San Francisco markets and initial sales in the East Bay,
San Jose, and Los Angeles markets. Revenues comprise primarily DSL service
and installation charges, net of discounts given to customers upon service
establishment. Network service costs for the quarter also reflect the
increases in commercial service and include customer installation costs, line
and backbone expenses, the cost of customer premise equipment, equipment
operating leases, and repair and support costs.
Selling, general, and administrative expenses for the quarter were $7,059,000
and reflect a continued increase in staffing levels, increased marketing
efforts coinciding with the launch of commercial services, and increased
legal fees associated with development of additional markets.
Interest income of $2,160,000 for the quarter was generated from the
Company's invested cash balances, which included the proceeds from the
issuance of debt and warrants during the second quarter in the net amount of
$143,962,000. The Company recorded $5,259,000 in amortized debt discount and
costs during the quarter, a direct result of the debt issuance. The debt
issuance discount of $139,635,000 is being amortized using the effective
interest method through May 15, 2003. The value ascribed to warrants of
$6,567,000 and debt issuance costs of approximately $6,403,000 are being
amortized using the effective interest method over the period the notes are
outstanding (ten years).
The Company continues to be in a net operating loss tax position through
September 30, 1998; consequently, no provision for income taxes was recorded
in the first through third quarters of 1998.
8
<PAGE>
RESULTS OF OPERATIONS (CONTINUED):
NINE MONTHS ENDED SEPTEMBER 30, 1998
Revenues and network and service costs were insignificant during the first
quarter of fiscal year 1998 as a result of alpha and beta customer tests,
while second quarter revenues and network and service costs reflect
penetration of the San Diego and San Francisco markets and third quarter
revenues reflect operations in the additional markets of East Bay, San Jose,
and Los Angeles, as discussed above in the third quarter results.
For the first nine months of 1998, selling, general, and administrative
expenses of $14,041,000 reflect the continued increase in staffing levels,
marketing efforts, and legal fees as discussed above in the third quarter
results.
Interest income of $3,834,000 through September 30, 1998 was generated from
the invested cash balances as discussed in the third quarter results above,
with a majority of the income recorded in the third quarter. The Company
recorded $8,446,000 in amortized debt discount and costs during the first
nine months of 1998, a direct result of the debt issuance, as discussed above
in the third quarter results.
CHANGES IN FINANCIAL POSITION:
Through December 31, 1997, the Company had issued $12,576,000 in Common and
Series A Preferred Stock. During the first quarter of fiscal 1998, the
Company received proceeds of $18,000,000 upon the issuance of Series B
Preferred Stock and received $521,000 from other Common and Series A
Preferred Stock issuances. On May 5, 1998, the Company received proceeds of
$143,962,000 upon the issuance of 13.5 percent senior discount notes and
associated warrants (see "Results of Operations" discussion above).
Additionally, during the first nine months of 1998, the Company received
$6,606,000 cash from a sale/leaseback agreement and borrowed a net $293,000
on an existing financial institution loan.
As discussed above in "Results of Operations," the Company launched
commercial services during 1998 and continued its market build-out and
development efforts. The result on financial condition was increased
operating losses, increased accounts payable and accrued expenses, increased
collocation expenditures, and smaller increases in accounts receivable,
inventory, and other assets.
LIQUIDITY AND CAPITAL RESOURCES:
As discussed above in "Results of Operations" and "Changes in Financial
Position," through September 30, 1998 the Company had financed its operations
primarily through the issuance of senior discount notes for net proceeds of
$143,962,000, private placements of equity totaling $31,097,000, utilization
of operating equipment leases totaling $26,500,000, and borrowings under a
note payable from a financial institution of $1,000,000. As of September 30,
1998, the Company had an accumulated deficit of $23,452,000, cash and cash
equivalents of $20,236,000, and short-term investments of $133,703,000.
Through September 30, 1998, the net cash used in the Company's operating
activities of $9,159,000 primarily related to selling, general, and
administrative expenses. Cash used by the Company for collocation fees was
$8,450,000. Net cash provided by financing activities, including the senior
discount note issuance, was $169,363,000. The cash provided by financing
activities also included $18,292,000 from the issuance of Preferred Stock in
March 1998, and payment of $6,403,000 in debt issuance costs.
The 13.5 percent senior notes were issued at a discount; cash proceeds from
the issuance were $150,365,000 and the Company incurred approximately
$6,403,000 in debt issue costs for net proceeds of $143,962,000. The notes
accrete in value through May 15, 2003 at a rate of 13.5 percent per annum,
compounded semi-annually; no cash interest will be payable prior to that
date. The debt issue costs are being amortized using the effective interest
method over the period the notes are outstanding (ten years). Effective
October 21, 1998, the warrants issued in connection with the notes are
exercisable at a price of $0.01 per share. The warrants expire May 15, 2008.
The warrants may be required to be repurchased by the Company for cash upon
the occurrence of a Repurchase Event, as defined in the provisions of the
warrant agreement entered into in connections with the debt issuance. The
value ascribed to the warrants of $6,567,000 results in additional debt
discount, which is being amortized using the effective interest method over
the ten-year life of the notes.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):
In November 1997, the Company entered into a 36-month master equipment lease
with Sun Financial Group, Inc. ("SFG") to finance $2,000,000 of the Company's
network equipment and network installation and deployment. The Company
utilized the full $2,000,000 in leasing and, in May 1998, entered into
another financing arrangement with SFG for up to $24,500,000 of additional
lease financing. In connection with this additional financing, the Company
issued 239,325 warrants to SFG to purchase Common Stock at a price of $4.45
per share.
ACI Corp. and ACI Corp.-Virginia, the Company's wholly owned subsidiaries
formed in 1998, operate as Competitive Local Exchange Carriers ("CLECs").
Both subsidiaries procure, construct, and operate network facilities and
provide the underlying DSL connections for Rhythms services. A portion of the
network equipment held under operating leases is for the benefit of ACI Corp.
and ACI Corp.-Virginia as lessees, as applicable.
The Company believes that the net proceeds from the issuance of the senior
discount notes, together with its existing cash, lease line proceeds, and
future revenue generated from operations will be sufficient to fund the
Company's operating losses, capital expenditures, lease payments, and working
capital requirements for the next 24 months associated with the operation of
its initial 11 markets. The Company intends to expand into 30 markets across
the country by the end of year 2000; accordingly, it has signed
interconnection agreements with five Independent Local Exchange Carriers and
has obtained CLEC authority in 19 states. To facilitate the expansion, the
Company expects its operating losses and capital expenditures to increase
substantially. The Company expects that additional financing will be required
following the initial 11 market rollout; this may include commercial bank
borrowings, leasing, vendor financing, or the private or public sale of
equity or debt securities. Actual capital requirements may vary based upon
the timing and success of the Company's rollout. The Company's capital
requirements may change as a result of regulatory, technological, and
competitive developments or if (i) demand for the Company's services or its
anticipated cash flow from operations is less or more than expected, (ii) the
Company's development plans or projections change or prove to be inaccurate,
(iii) the Company engages in any acquisitions, or (iv) the Company
accelerates deployment of its network services or otherwise alters the
schedule or targets of its rollout plan. Other than the lease financing,
which is committed in full to certain equipment purchases, the Company has no
present commitments or arrangements assuring it of any future equity or debt
financing, and there can be no assurance that any such equity or debt
financing will be available to the Company or available on favorable terms.
In the event other additional financing alternatives are not completed, the
Company believes that its existing cash resources are adequate to continue
expansion of its operations on a reduced scale.
RISKS AND UNCERTAINTIES:
LIMITED OPERATING HISTORY; EARLY STAGE OF DEVELOPMENT
The Company was incorporated in February 1997, entered into its first
interconnection agreement with an ILEC in July 1997, began to offer trial
services in San Diego, California in December 1997 and began offering
commercial services in San Diego on April 1, 1998. The Company has a limited
operating history, has limited commercial operations and its primary
activities to-date have consisted of the procurement of required governmental
authorizations, the negotiation and execution of interconnection agreements
with five ILECs, the identification of collocation space and locations for
the Company's Connection Points, Metro Service Centers and business offices,
the acquisition and deployment of equipment and facilities, the hiring of
management and other personnel, the raising of capital and the development
and integration of its operational support system ("OSS"), and other back
office systems. As of September 30, 1998, the Company had insignificant
revenues. As a result of its limited operating history, the Company does not
have extensive historical financial data or operations upon which an
evaluation of the Company or its prospects can be based. In addition, the
Company's senior management team and other employees of the Company have
worked on operations of the Company for less than one year.
10
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
LIMITED OPERATING HISTORY; EARLY STAGE OF DEVELOPMENT (CONTINUED)
The Company's prospects must be considered in light of the risks, expenses,
and difficulties encountered by new companies competing in rapidly evolving
markets. To address these risks, the Company must, among other things,
rapidly expand the geographic coverage of its network services; raise
additional capital; enter into interconnection agreements with additional
ILECs, some of which are competitors or potential competitors of the Company;
deploy network infrastructure; attract and retain customers; continue to
attract, retain, and motivate qualified personnel; accurately assess
potential markets; continue to develop and integrate its OSS and other back
office systems; obtain any required governmental authorizations; comply with
evolving governmental regulatory requirements; increase awareness of the
Company's services; respond to competitive developments; and continue to
upgrade its technologies and commercialize its network services incorporating
such technologies. There can be no assurance that the Company will be
successful in addressing these and other risks, and failure to do so would
have a material adverse effect on the Company's business, prospects,
operating results, financial condition and its ability to make principal and
interest payments on its indebtedness.
UNPROVEN BUSINESS STRATEGY; UNCERTAINTY OF MARKET ACCEPTANCE
The Company's business strategy is unproven and, to be successful, the
Company must, among other things, develop and market network services that
are widely accepted by businesses and its Channel Partners at prices that
will yield a profit. The Company began to offer trial services in San Diego,
California in December 1997 and began offering commercial services in San
Diego on April 1, 1998. There can be no assurance that the Company's services
offered in any geographic market will achieve commercial acceptance. The
prices the Company charges for its services are in some cases higher than
those charged for some competing services, and there can be no assurance that
sufficient numbers of customers will be willing to pay the prices charged by
the Company for its services. Accordingly, the Company cannot predict whether
its prices will prove to be commercially acceptable, whether demand for the
Company's services will materialize at the prices it desires to charge or
whether current or future pricing levels will be sustainable. Because of the
foregoing factors, among others, the Company cannot forecast its revenues or
the rate at which it will add new customers with any degree of accuracy.
There can be no assurance that the Company will ever achieve favorable
operating results or profitability, or generate sufficient positive cash flow
to service or repay its indebtedness. The failure to achieve or sustain
desired pricing levels or to achieve or sustain broad market acceptance would
result in a material adverse effect on the Company's business, prospects,
operating results, financial condition, and its ability to make principal and
interest payments on its indebtedness.
HISTORICAL LOSSES AND ANTICIPATED FUTURE LOSSES; FLUCTUATIONS IN OPERATING
RESULTS
The Company has incurred net losses and experienced negative operating cash
flow each month since its inception in February 1997. As of September 30,
1998, the Company had an accumulated deficit of approximately $23.5 million.
The Company currently intends to rapidly and substantially increase its
capital expenditures and operating expenses in an effort to expand its
network services and to increase sales, marketing and general and
administrative activities. As a result, the Company expects to incur
substantial additional operating and net losses and substantial negative cash
flow for at least the next several years. To the extent that increased
expenses are not accompanied by significant revenues, the Company would
experience a material adverse effect on its business, prospects, operating
results, financial condition, and its ability to make principal and interest
payments on its indebtedness. There can be no assurance that the Company's
services will ever provide a revenue base adequate to achieve or sustain
profitability or to generate positive cash flow.
11
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RISKS AND UNCERTAINTIES (CONTINUED):
HISTORICAL LOSSES AND ANTICIPATED FUTURE LOSSES; FLUCTUATIONS IN OPERATING
RESULTS (CONTINUED)
The Company's annual and quarterly operating results may fluctuate
significantly in the future as a result of numerous factors, many of which
are outside the Company's control. Factors that may affect the Company's
operating results include the rate at which customers subscribe to the
Company's services and the prices the customers are willing to pay for such
services, the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's services and infrastructure, the
introduction of new services by the Company or its competitors, price
competition by competitors, the ability of the Company's equipment and
service suppliers to meet the Company's needs, technical difficulties or
network downtime, general economic conditions and economic conditions
specific to the telecommunications services industry. In addition, the
Company believes its financial performance will depend to a great extent on
attracting and retaining customers and reducing levels of customer churn,
which can result from a variety of sources, including employee turnover
within the Company's customers. Many providers of telecommunications services
experience high rates of customer churn, and there can be no assurance that
Rhythms will not experience substantial customer churn.
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS
As a result of the 13.5% Senior Discount Note issuance in May 1998, the
Company is highly leveraged. As of September 30, 1998, the Company had
approximately $153.0 million in outstanding debt, net of original issue
discount. In addition, the debt indenture agreement ("Indenture") permits,
and the Company seeks to structure its future credit facilities, lease
facilities, and vendor credit facilities so that they are expected to permit,
the incurrence of certain additional indebtedness. In May 1998, the Company
entered into a financing arrangement with Sun Financial Group, Inc. for up to
$24.5 million of additional equipment lease financing. In that regard, the
Company intends to seek substantial additional indebtedness (including
secured indebtedness as permitted under the Indenture) in the future for,
among other things, the construction and expansion of its network
infrastructure, including the purchase and leasing of equipment, the
introduction of new service offerings, to obtain access to collocation space
in ILEC central offices ("COs"), the development and implementation of its
OSS and the funding of its operating losses. See "Significant Capital
Requirements; Need for and Uncertainty of Additional Financing."
The degree to which the Company is leveraged could have important
consequences to the holders of the Company's debt holders including, but not
limited to, the following: (i) the ability of the Company to pay interest and
liquidated damages, if any, on, and the redemption price of or the principal
amount at maturity of, the indebtedness when due may be materially limited or
impaired; (ii) the Company's ability to obtain additional financing or
refinancing in the future for capital expenditures, repayment of outstanding
indebtedness, working capital, acquisitions, general corporate or other
purposes may be materially limited or impaired; (iii) the Company's cash
flow, if any, may be unavailable for building the Company's business, as a
substantial portion of such cash flow may be dedicated to the payment of
principal and interest on its indebtedness and the failure of the Company to
generate sufficient cash flow to service such indebtedness could result in a
default under such indebtedness; (iv) the terms of future permitted
indebtedness may limit the Company's ability to redeem the its debt in the
event of a Change of Control; (v) the Company's high degree of leverage may
make it more vulnerable to economic downturns, may limit its ability to
withstand competitive pressures and may reduce its flexibility in responding
to changing business and economic conditions; and (vi) the Company may be
more highly leveraged than many of its competitors, which may place it at a
competitive disadvantage.
The Company's ability to make principal and interest payments on it debt will
depend upon, among other things: (i) the Company's ability to achieve
significant and sustained growth in cash flow; (ii) the rate of and
successful commercial deployment of its network services; (iii) the market
acceptance, customer demand, rate of utilization and pricing of the Company's
services; (iv) the future operating performance of the Company; (v) the
Company's ability to successfully complete development, upgrades, and
enhancements of its network services; (vi) the level of Company expenses;
(vii) the Company's ability to secure additional financings, as necessary;
(viii) the Company's ability to complete the rollout of its network services
on a timely basis; and (ix) economic, financial, competitive, and regulatory
conditions and other factors. Many of the foregoing matters are beyond the
Company's control. 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, whether at or prior to maturity, to finance
anticipated capital expenditures or to 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 reduce the scope of and/or delay the rollout of its
network services, and/or attempt to restructure or refinance its indebtedness.
12
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RISKS AND UNCERTAINTIES (CONTINUED):
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS (CONTINUED)
There can be no assurance that such refinancing will be available, or
available on reasonable terms, in light of the Company's high leverage and
other factors. If the Company were unable to obtain refinancing on
satisfactory terms in order to meet its debt service obligations, it would
have to consider various other options, such as the sale of equity or other
options available to it under law, and there can be no assurance that the
Company will be able to sell equity or take advantage of other options in a
manner sufficient to meet its debt service obligations.
RESTRICTIVE COVENANTS
The Indenture imposes and will impose significant operating and financial
restrictions on the Company and any future subsidiaries. These restrictions
affect, and in certain cases significantly limit or prohibit, among other
things, the ability of the Company to incur certain additional indebtedness,
pay dividends and make certain other restricted payments, create liens
securing certain Indebtedness, to permit Restricted Subsidiaries to pay
dividends or make other payments, dispose of proceeds of sales of assets,
issue and sell capital stock of Restricted Subsidiaries, enter into
transactions with affiliates, engage in certain business activities, permit
any Restricted Subsidiary to guarantee the payment of any other Indebtedness
of the Company, engage in certain sale/leaseback transactions, or
consolidate, merge or transfer all or substantially all of its assets. 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. Further, there can be no assurance that
the Company will have available, or will be able acquire from alternative
sources of financing, funds sufficient to repurchase its debt in the event of
a Change of Control.
In addition, any future senior indebtedness incurred by the Company is likely
to impose similar restrictions on the Company. Failure by the Company or its
subsidiaries to comply with these restrictions could lead to a default under
the terms of such indebtedness and the ability of the Company to meet its
debt service obligations. In the event of such a default, the holders of such
indebtedness could elect to declare all such indebtedness to be due and
payable, together with accrued and unpaid interest. In such event, a
significant portion of the Company's indebtedness may become immediately due
and payable, and there can be no assurance that the Company would be able to
make such payments or borrow sufficient funds from alternative sources to
make any such payment. Even if additional financing could be obtained, there
can be no assurance that it would be on terms that are acceptable to the
Company.
SIGNIFICANT CAPITAL REQUIREMENTS; NEED FOR AND UNCERTAINTY OF ADDITIONAL
FINANCING
The expansion and development of the Company's business will require
significant capital to fund its capital expenditures, working capital, and
operating losses. The Company's principal capital expenditures and lease
payments include the purchase, lease, and installation of network equipment
such as routers and multiplexers, collocation space, and customer premise
equipment ("CPE") such as digital "modems." The Company's working capital is
primarily comprised of accounts receivable, accounts payable, and accrued
expenses. The Company will need to secure additional financing beyond the net
proceeds of its debt issuance to enter markets beyond those included in its
initial rollout plan. In addition, there can be no assurance that the Company
will be able to finance the rollout strategy in a timely fashion, or at all.
If demand for the Company's services or its cash flow from operations is less
than expected, however, the Company may require additional financing prior to
the completion of its initial rollout. The actual amount and timing of the
Company's future capital requirements may differ materially from its
estimates as a result of regulatory, technological, competitive (including
additional market developments and new opportunities), and other developments
in its industry. The Company also expects that it will require additional
financing (or require financing sooner than anticipated) if the Company's
development plans or projections change or prove to be inaccurate. Due to the
uncertainty of these factors, actual revenues and costs may vary from
expected amounts, possibly to a material degree, and such variations are
likely to affect the Company's future capital requirements.
13
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
SIGNIFICANT CAPITAL REQUIREMENTS; NEED FOR AND UNCERTAINTY OF ADDITIONAL
FINANCING (CONTINUED)
There can be no assurance that any future equity or debt financing will be
available to the Company on favorable terms or at all. Recently the financial
markets have experienced extreme price fluctuations. A market downturn or
general market uncertainty could have a material adverse effect on the
Company's ability to secure additional financing. In addition, the Indenture
contains certain covenants restricting the Company's ability to incur further
indebtedness, and future borrowing instruments such as credit facilities and
lease agreements are likely to contain similar or more restrictive covenants
and will likely require the Company to pledge assets as security for
borrowings thereunder. In the event that the Company is unable to obtain such
additional capital or is required to obtain it on unsatisfactory terms, the
Company will be required to delay the deployment of its network services or
take or forego actions that could materially adversely affect the Company's
business, prospects, operating results, financial condition, and its ability
to make principal and interest payments on its indebtedness. In the event
that the Company is unable to generate sufficient cash flow and is otherwise
unable to obtain funds necessary to meet required payments on its
indebtedness, the Company would be in default under the terms of the
agreements governing its indebtedness.
EXPANSION RISKS; POSSIBLE INABILITY TO MANAGE GROWTH
The Company's planned rapid expansion of its operations will place a
significant strain on its management, financial controls, operations systems,
personnel, and other resources. The Company's ability to manage future
growth, should it occur, will depend in large part upon its ability to
monitor its operations, control costs, maintain regulatory compliance,
maintain effective quality controls, significantly expand its internal
management and financial control systems, streamline its customer
qualification and provisioning functions, acquire a significant amount of
equipment to support its network systems, and attract, assimilate and retain
qualified personnel. If the Company is successful in implementing its
marketing strategy, the Company also expects the demands on its network
infrastructure and the need for technical support resources to grow rapidly,
and it may experience difficulties responding to customer demand for its
services and providing technical support in a timely manner and in accordance
with its customers' expectations. These demands are expected to require not
only the addition of new management personnel, but also the development of
additional expertise by existing management personnel and the establishment
of long-term relationships with third-party service vendors. There can be no
assurance that the Company will be able to keep pace with any growth,
successfully implement and maintain its operational and financial systems or
successfully obtain, integrate and utilize the employees, facilities,
third-party vendors and equipment, and management, operational and financial
resources necessary to manage a developing and expanding business in an
evolving, highly regulated and increasingly competitive industry. If the
Company is unable to manage growth effectively, its business, prospects,
operating results, financial condition, and its ability to make principal and
interest payments on its indebtedness will be materially adversely affected.
Failure of the Company to manage its future growth effectively could also
adversely affect the expansion of the Company's customer base and service
offerings.
TECHNOLOGICAL CHANGE; UNPROVEN NETWORK PERFORMANCE AND SCALABILITY
The telecommunications industry is subject to rapid and significant changes
in technology, and the effect of technological changes on the business of the
Company, such as continuing developments in DSL technology and alternative
technologies for providing high speed data communications, cannot be
predicted. The Company will be relying in part on third parties (including
certain of its competitors and potential competitors) for the development of
and access to communications and networking technology. The effect of
technological changes on the business of the Company cannot be predicted. The
Company believes its future success will depend, in part, on its ability to
anticipate or adapt to such changes and to offer, on a timely basis, services
that meet customer demands and evolving industry standards. There can be no
assurance that the Company will obtain access to new technology on a timely
basis or on satisfactory terms or that the Company will be able to adapt to
such technological changes, offer such services on a timely basis or
establish or maintain a competitive position. Any technological change,
obsolescence or failure to obtain access to important technologies could have
a material adverse effect on the Company's business, prospects, operating
results, financial condition, and its ability to make principal and interest
14
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RISKS AND UNCERTAINTIES (CONTINUED):
TECHNOLOGICAL CHANGE; UNPROVEN NETWORK PERFORMANCE AND SCALABILITY (CONTINUED)
payments on its indebtedness. The Company expects that new products and
technologies will emerge in the future that will be applicable to the market
in which the Company competes. Such new products and technologies may be
superior to and/or render obsolete the products and technologies used by the
Company. In addition, there can be no assurance that these various products
and technologies will interoperate successfully or in a manner sufficient for
the Company to execute its business plan in a timely fashion. The Company
believes that it will be important for industry standards to be set in its
markets in order to allow for the compatibility of the various products and
technologies. There can be no assurance that standards will be set on a
timely basis or at all.
Many of the products and technologies that the Company intends to use in its
network services are relatively new and unproven. There can be no assurance
that those products and technologies will be reliable on a consistent basis.
In addition, due to the limited deployment of the Company's services, the
ability of the Company's network to connect and manage a substantial number
of end users at high transmission speeds is still unknown, and the Company
faces risks related to its ability to scale its network to service
significant end users while achieving high performance. There can be no
assurance that the Company's network will be able to achieve and maintain
competitive digital transmission speeds. The Company's failure to achieve or
maintain high speed reliable digital transmissions would significantly reduce
demand for its services and have a material adverse effect on its business,
prospects, operating results, financial condition and its ability to make
principal and interest payments on its indebtedness.
DEPENDENCE ON ILECS
The Company is dependent on the ILECs for: (i) the provision of DSL-capable
copper loops; (ii) collocation space in ILEC COs; and (iii) in many cases the
provision of other ILEC services, such as facilities to connect the Rhythms
Connection Points with the Rhythms Metro Service Centers. In each of these
areas, the Company faces risks that the ILECs will not have sufficient
inventory to supply the Company's needs, that the ILECs will delay
provisioning or that the prices paid by the Company will exceed the ILECs'
costs of providing the elements and services.
In order to provide DSL connections to customers, the Company must use copper
loops controlled by the ILECs. In some ILEC COs, there may be an actual
shortage of DSL-capable copper loops, or the ILECs may claim such a shortage.
In some cases, the Company may not have alternative means of providing
service to end users. The Company will also be dependent on the ILECs to
maintain on an ongoing basis the quality of the copper loops the Company uses
for its DSL-based services. There can be no assurance that the Company will
be able to successfully address these issues through business and regulatory
processes or otherwise. The prices paid by the Company to ILECs for
DSL-capable copper loops will vary by ILEC and may vary by state. Those rates
are established by state regulatory commissions in ongoing public hearings,
based on rate proposals and cost studies submitted by the ILECs and, in some
cases, by other parties as well and until now they have been based on FCC
pricing rules which have been overturned by the federal appeals court for the
Eighth Circuit and will be reviewed by the U.S. Supreme Court. See
"Government Regulation." ILECs may from time to time propose new rates, which
will also be decided by the state commissions in public hearings.
Participating in such hearings is expected to involve significant management
time and expense. The outcomes of such hearings and rulings may have a
material adverse effect on the Company. In addition, the Company has not
established a history of ordering and obtaining the provisioning and repair
of large volumes of DSL-capable copper loops from ILECs. There can be no
assurance that either the Company's or the ILECs' OSS will be capable of
handling a large volume of orders, or that the Company will be successful in
ordering and provisioning on a large scale.
The Company is dependent on the ILECs to make space available in their COs so
that the Company can physically collocate its own equipment that connects to
the ILEC copper loops and is used in providing the Company's DSL services. In
some COs, there may be an actual shortage of such collocation space, or the
ILECs may claim such a shortage. In some of these cases, the Company may not
have alternative means of connecting its DSL equipment with the ILECs' copper
loops. In some COs, the Company's applications for physical collocation have
been rejected on the grounds that no such space is available. There can be no
assurance that additional applications will not be rejected in the future.
The availability of physical collocation space will also be affected by the
number of other CLECs requesting collocation. To the extent the Company is
unable to obtain physical collocation in its targeted ILEC COs, the Company
may face delays and additional cost in serving certain users, or may not be
able to offer services in certain locations.
15
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
DEPENDENCE ON ILECS (CONTINUED)
The price, terms, and conditions under which collocation space is made
available are determined, depending on the state in which the collocation
space is located, by state tariffs, State Public Utility Commission, and/or
interconnection agreements with the ILEC. Interconnection agreements also
determine the terms and conditions of access to unbundled copper loops (and
other UNEs), although many of those terms and conditions, including price,
have been or may be established by the state public utility commissions.
There can be no assurance that the terms and conditions of interconnection
agreements that can be negotiated, or that are determined by state
commissions, will be satisfactory to the Company. The interconnection
agreements are generally short term, and there can be no assurance that the
agreements will be renewed on favorable terms or at all. In addition,
interconnection arrangements and agreements are subject to varying degrees of
oversight by the state commissions, the FCC and the courts. There can be no
assurance that these government entities will not modify the terms or prices
of the Company's interconnection arrangements in ways that would have a
material adverse effect on the Company. Delays in obtaining interconnection
agreements would delay the Company's entry into certain markets, which could
have a material adverse effect on the Company.
The Company will also seek to purchase additional services from ILECs, such
as transport services, although these services are generally also available
from other providers. There can be no assurance that the Company will be able
to obtain the services it requires from the ILECs, or to do so at rates,
terms, and conditions, including timelines, that are satisfactory to the
Company. An inability to obtain access to copper loops, collocation space, or
services from ILECs could have a material adverse effect on the Company's
business, prospects, operating results, financial condition, and its ability
to make principal and interest payments on its indebtedness. There can be no
assurance that disputes will not arise between the Company and the ILECs with
respect to interconnection agreements or that any such disputes will be
resolved in favor of the Company.
UNCERTAIN QUALITY AND AVAILABILITY OF COPPER LOOPS
In order to provide service to its customers, the Company must interconnect
its network with the copper telecommunications loops within the control of
the ILEC that connect to the end user. In order for DSL connections to
function properly, these copper loops must be within certain physical
parameters, including length, minimization of loading coils, minimum numbers
of bridge taps, and general physical condition. The Company's ability to
provide DSL-based service to potential customers is highly dependent upon the
quality, physical condition, and availability of these copper loops, as well
as the maintenance by the ILECs of the copper loops. The Company believes
that the current condition of copper loops in many cases will be inadequate
to permit the Company to fully implement its network services. See
"Government Regulation." There can be no assurance that the copper loops will
be of sufficient quality, or that the copper loops will always be maintained
in such a condition, to allow the Company to fully implement its network
services. The inability of the Company to implement its network effectively
or broadly due to the availability, quality or physical condition of copper
loops would have a material adverse effect on the Company's business,
prospects, operating results, financial condition, and its ability to make
principal and interest payments on its indebtedness. Also see "Competition."
GOVERNMENT REGULATION
Some of the services offered by the Company, particularly by its wholly owned
ACI Corp. and ACI Corp. - Virginia subsidiaries, may be subject to regulation
at the federal, state, and/or local levels. There can be no assurance that
current or future federal or state regulations or legislation would not be
less favorable to the Company than current regulation and legislation and
therefore have a material adverse impact on the Company's business prospects,
operating results, financial condition, and ability to make payments on its
indebtedness. In addition, participation in proceedings setting rules at
either the federal or state level could consume significant financial and
managerial resources with no assurance of an outcome favorable to the Company.
16
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RISKS AND UNCERTAINTIES (CONTINUED):
GOVERNMENT REGULATION (CONTINUED)
The Federal Communications Commission ("FCC") prescribes rules applicable to
interstate communications, including rules implementing the 1996
Telecommunications Act (the "1996 Act"), a responsibility it shares with the
state regulatory commissions. The 1996 Act removed many of the remaining
barriers to local competition, and the FCC's initial rules interpreting the
Act (the "FCC Order") were generally encouraging to increased local
competition. A federal appeals court for the 8th Circuit reviewed the FCC
Order, and overruled some of its provisions, including some rules on pricing
and nondiscrimination. That ruling is itself to be reviewed by the U.S.
Supreme Court. In December, 1997 a federal court in Texas ruled
unconstitutional the 1996 Act's requirement that former Bell System ILECs
cannot provide interLATA services until they meet certain requirements. This
could reduce the incentives of those ILECs to cooperate in opening their
markets to competition. The FCC and other parties have asked the U.S. Supreme
Court to review this ruling. In May, 1998 a federal court in Washington, D.C.
ruled that other 1996 Act limitations on Bell System ILECs are not
unconstitutional. These contrasting rulings may be resolved by the U.S.
Supreme Court at some point. There can be no assurance that the final outcome
of these reviews will not have a material adverse impact on the Company. In
October, 1998, the FCC ruled that DSL services are telecommunications
services subject to the requirements of the 1996 Act to unbundle such
services and offer them for resale. In October, 1998, the FCC also issued a
Notice of Proposed Rulemaking indicating its intention to clarify expanded
rights of CLECs for collocation, access to copper loops, and various other
issues of consequence to CLECs deploying DSL services. In November, 1998, the
FCC ruled that DSL services provided as dedicated access services in
connection with interstate services such as Internet access are interstate
services subject to the FCC's jurisdiction. These decisions are currently
subject to reconsideration and appeal. There can be no assurance that the
final outcome of these petitions or other proceedings interpreting the
requirements of the 1996 Act will not have a material adverse impact on the
Company.
State regulatory commissions prescribe rules applicable to intrastate
communications, and also set prices for wholesale services and unbundled
network elements, as well as for other terms and conditions under the 1996
Act. Rules and prices vary from state to state, and there can be no assurance
that the rules in the states in which the Company operates will not have a
material adverse impact on the Company's business. Municipalities and other
local entities have the authority, where appropriate, to impose zoning and
franchise requirements, which would become applicable only if and when the
Company constructs its own facilities in public rights of way. In such an
event, there could be no assurance that the requirement would not have a
materially adverse effect on the Company.
DEPENDENCE ON CHANNEL PARTNERS
The Company's strategy relies, in large part, upon the distribution of its
products and services through Channel Partners. Accordingly, the performance
of the Company depends substantially on the ability of the Company to
establish favorable relationships with a large number of key Channel
Partners, and the performance of the Company's Channel Partners. To date, the
Company has established relationships with only a limited number of Channel
Partners. There can be no assurance that the Company will be able to
establish favorable relationships with Channel Partners or that the
performance of its Channel Partners will be satisfactory to the Company and
its customers. The performance of its Channel Partners will be beyond the
control of the Company. The failure of the Company to establish favorable
relationships with a large number of key Channel Partners or the
unsatisfactory performance of its Channel Partners would have a material
adverse effect on the Company's business, prospects, operating results,
financial condition, and its ability to make principal and interest payments
on its indebtedness.
COMPETITION
Rhythms will face competition from many companies with significantly greater
financial resources, well-established brand names, and large, existing
installed customer bases. Moreover, the Company expects the level of
competition to intensify in the future. The Company expects significant
competition from ILECs, traditional and new IXCs, CAPs, CLECs, cable modem
service providers, ISPs, and wireless and satellite data service providers.
ILECs have existing metropolitan area networks and circuit-switched local
access networks. In addition, most ILECs are establishing their own ISP
businesses and are in some stage of market trials of DSL-based access
services.
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RISKS AND UNCERTAINTIES (CONTINUED):
COMPETITION (CONTINUED)
Many of the leading traditional IXCs, including MCI Telecommunications
Corporation (with WorldCom, Inc./MFS Communications Company, Inc./UUNet
Technologies, Inc.), AT&T Corporation (with Teleport Internet Services/TCG
CERFnet, Inc. and its announced TCI merger) and Sprint Corporation (with
EarthLink Network Inc.) are expanding their capabilities to support
high-speed, end-to-end networking services. The newer IXCs, including
Williams Companies Inc. ("Williams"), Qwest Communications International,
Inc. ("Qwest") and Level 3 Communications, Inc., are building and managing
high bandwidth, nationwide IP-based packet networks and partnering with ISPs
to offer services directly to the public (Williams/Concentric; IXC
Communications, Inc./PSINet Inc.; Qwest/Supernet, Inc.). Cable modem service
providers, like @Home (with its cable partners) are offering or preparing to
offer high speed Internet access over hybrid fiber networks to consumers, and
@Work is positioned to do the same for businesses. Several new companies,
including WinStar Communications, Inc., Teligent, Inc., Teledesic LLC, Hughes
Space Communications and Iridium World Communications Ltd. are emerging as
wireless, including satellite-based, data service providers over a variety of
frequency allocations ranging from 2 GHz to 38 GHz. ISPs, including some with
significant and even nationwide presences, such as Concentric Network
Corporation ("Concentric"), Mindspring Enterprises, Inc., and PSINet Inc.
provide Internet access to residential and business customers, generally over
the ILECs' circuit switched networks, although some, including HarvardNet,
Inc. in Massachusetts, have begun offering DSL-based access. Certain CLECs,
including Covad Communications Company ("Covad") and NorthPoint
Communications, Inc. ("NorthPoint"), have begun offering DSL-based access
services, and others are likely to do so in the future.
Many of these competitors are offering (or may soon offer) technologies and
services that will directly compete with some or all of the Company's service
offerings. Such technologies include ISDN, DSL, wireless data, and cable
modems. Some of the competitive factors in the Company's markets include
transmission speed, reliability of service, breadth of service availability,
price performance, network security, ease of access and use, content
bundling, customer support, brand recognition, operating experience, capital
availability, and exclusive contracts. The Company believes that it compares
unfavorably with its competitors with regard to, among other things, brand
recognition, existing relationships with end users, available pricing
discounts, ILEC CO access, capital availability and exclusive contracts.
Substantially all of the Company's competitors and potential competitors have
substantially greater resources than the Company. There can be no assurance
that the Company will be able to compete effectively in its target markets. A
failure by the Company to compete effectively would have a material adverse
effect on the Company's business, prospects, operating results, financial
condition, and its ability to make principal and interest payments on its
indebtedness.
UNCERTAIN FEDERAL AND STATE TAX AND OTHER SURCHARGES ON THE COMPANY'S SERVICES
Telecommunications providers are subject to a variety of federal and state
surcharges and fees on their gross revenues from interstate and intrastate
services, including regulatory fees, and surcharges related to the support of
universal service. These surcharges and fees are revised from time to time.
To the extent that the Company is subject to these surcharges and fees, there
can be no assurance that such revisions would not have a material adverse
effect on the Company.
DIGITAL COMMUNICATIONS SIGNAL COMPATIBILITY AND POTENTIAL NETWORK INTERFERENCE
Digital services provided over copper loops can, under some circumstances,
pose the potential for interference with each other, including communications
services provided by ILECs and CLECs. Interference, if present, could cause
degradation of performance of the Company's services or render the Company
unable to offer its services on selected copper loops. Interference can be
difficult to detect. The procedures to resolve interference issues between
CLECs and ILECs are still being developed, and there is no assurance that
these procedures will be effective. There can be no assurance that the
Company will successfully negotiate interference resolution procedures with
ILECs, or that ILECs will not make claims regarding interference nor
unilaterally take action to resolve interference issues to the detriment of
the Company's services. Further, interference, if widespread, would have a
material adverse effect on the Company's reputation, brand image, service
quality, and customer satisfaction and retention, which would have a material
adverse effect on the Company's business, prospects, operating results,
financial condition and its ability to make principal and interest payments
on its indebtedness.
18
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
DEPENDENCE ON KEY PERSONNEL
The Company's performance is dependent on the performance of its officers and
key employees, especially its Chief Executive Officer. Members of the
Company's senior management team have worked together for only a short period
of time. The Company does not have "key person" life insurance policies on
any of its employees. The Company does not have employment agreements for
fixed terms with any of its employees. Any of the Company's employees,
including its senior management team members, may terminate his or her
employment with the Company at any time. Given the Company's early stage of
development, the Company is dependent upon its ability to retain and motivate
high quality personnel, especially its management. The Company's future
success also depends on its continuing ability to identify, hire, train, and
retain highly qualified technical, sales, marketing, and customer service
personnel. Moreover, the industry in which the Company competes is
characterized by a high level of employee mobility and aggressive recruiting
of skilled personnel. There can be no assurance that key personnel will
continue to be employed by the Company or that the Company will be able to
attract and retain qualified personnel in the future. Competition for such
qualified personnel is intense, particularly in software development, network
engineering, and product management. The inability to attract and retain key
managerial, technical, sales, marketing, and managerial personnel would have
a material adverse effect upon the Company's business, prospects, operating
results, financial condition, and its ability to make principal and interest
payments on its indebtedness.
DEPENDENCE ON EQUIPMENT SUPPLIERS, INSTALLERS AND FIELD SERVICE PROVIDERS
The Company currently plans to purchase all of its equipment from many
different vendors and outsource the installation and field service of its
networks to third parties. Any reduction or interruption in supply from any
of its suppliers or interruption in service from any significant installer or
field service provider could have a disruptive effect on the Company.
Although multiple manufacturers currently produce or are developing equipment
that will meet the Company's current and anticipated requirements, there can
be no assurance that the Company's suppliers will be able to manufacture and
deliver the amount of equipment ordered or that such supply will be
sufficient to meet demand. In addition, the pricing of the equipment
purchased by the Company may substantially increase over time (increasing the
costs paid in the future by the Company) or decrease over time (providing
later market entrants with a cost advantage over the Company). The
availability and pricing of the equipment purchased and technology licensed
by the Company may be adversely affected if its suppliers or licensors enter
into competition with it, or if its competitors enter into exclusive or
restrictive arrangements with the suppliers or licensors. Any shortages in
supply of equipment or personnel, or quality issues relating to any of these
third parties would have a material adverse effect on the Company's business,
prospects, operating results, financial condition, and its ability to make
principal and interest payments on its indebtedness.
DEPENDENCE ON LEASED TRANSPORT FACILITIES
The Company seeks to lease from third parties transport capacity to connect
its network facilities, and is dependent upon the availability of fiber optic
transmission facilities owned by IXCs, ILECs, CLECs and other fiber optic
transport providers who lease their fiber optic networks to service
providers, such as the Company. Many of these entities are, or may become,
competitors of the Company. See "Competition." The risks inherent in this
approach include, but are not limited to, the possible inability to negotiate
and renew favorable supply agreements and dependence on the timeliness of the
IXCs, ILECs, CLECs or other fiber optic transport providers in processing the
Company's orders for customers who seek to use the Company's services.
Moreover, there can be no assurance that fiber optic transport providers
whose networks are being leased by the Company will be able to maintain
existing permits and rights-of-way or to obtain and maintain the other
permits and rights-of-way needed to develop and operate existing and future
networks.
19
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
INTELLECTUAL PROPERTY PROTECTION
The Company relies upon a combination of licenses, confidentiality agreements
and other contractual covenants to establish and protect its technology and
other intellectual property rights. The Company has applied for trademarks
and servicemarks on certain terms and symbols that it believes are important
for its business. The Company currently has no patents or patent applications
pending. There can be no assurance that the steps taken by the Company will
be adequate to prevent misappropriation of its technology or other
intellectual property, or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technology. There can be no assurance that third
parties will not assert infringement claims against the Company and that, in
the event of an unfavorable ruling on any such claim, a license or similar
agreement to utilize technology relied upon by the Company in the conduct of
its business will be available to the Company on reasonable terms or at all.
The loss of such rights or failure to obtain any necessary licenses or
agreements may have a material adverse effect on the Company's business,
prospects, financial condition and results of operations, and its ability to
make principal and interest payments on its indebtedness. The Company also
relies on unpatented trade secrets and know-how to maintain its competitive
positions, which it seeks to protect, in part, by confidentiality agreements
with employees, consultants and others. There can be no assurance that these
agreements will not be breached or terminated, that the Company will have
adequate remedies for any breach, or that the Company's trade secrets will
not otherwise become known or be independently discovered by competitors. The
Company's management personnel were previously employed by other
telecommunications companies. In many cases, these individuals are conducting
activities for the Company in areas similar to those in which they were
involved prior to joining the Company. As a result, the Company, as well as
these individuals, could be subject to allegations of violation of trade
secrets and other similar claims.
CONCENTRATION OF OWNERSHIP; VOTING AGREEMENT; POTENTIAL CONFLICTS OF INTEREST
The Company's executive officers and directors, together with the Brentwood
Entities, the KPCB Entities, the Enterprise Entities, the Sprout Entities,
and Enron beneficially own over 97.6% of the outstanding Common Stock of the
Company (assuming conversion of all outstanding Preferred Stock into Common
Stock and without giving effect to the exercise of warrants). Accordingly,
these stockholders are able to determine the composition of the Company's
Board of Directors, retain the voting power to approve all matters requiring
stockholder approval, and continue to have significant influence over the
affairs of the Company. This concentration of ownership could have the effect
of delaying or preventing a change in control of the Company.
Certain decisions concerning the operations or financial structure of the
Company may present conflicts of interest between these investors and the
debt holders. For example, if the Company encounters financial difficulties
or is unable to pay its debts as they mature, the interest of these investors
may conflict with those of the debt holders. In addition, these investors may
have an interest in pursuing acquisitions, divestitures, financings, or other
transactions and business strategies that, in their judgment, could enhance
their equity investment in the Company, even though such transactions might
involve increased risk to the debt holders.
RISK OF SYSTEM FAILURE; NETWORK SECURITY RISK
The Company's operations are dependent upon its ability to avoid damages from
fires, earthquakes, floods, power losses, telecommunications failures,
network software flaws, transmission cable cuts, and similar events. The
occurrence of a natural disaster or other unanticipated problem at the
Company's owned or leased facilities could cause interruptions in the
services provided by the Company. Additionally, failure of an ILEC or other
service provider, such as a CLEC, to provide communications capacity required
by the Company, as a result of a natural disaster, operational disruption or
any other reason, could cause interruptions in the services provided by the
Company. Any damage or failure that causes interruptions in the Company's
operations could have a material adverse effect on the Company's business,
prospects, operating results, financial condition, and its ability to make
principal and interest payments on its indebtedness.
20
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
RISK OF SYSTEM FAILURE; NETWORK SECURITY RISK (CONTINUED)
Despite the implementation of security measures, the Company's network may be
vulnerable to unauthorized access, computer viruses, and other disruptive
problems. Corporate networks and ISPs have in the past experienced, and may
in the future experience, interruptions in service as a result of accidental
or intentional actions of Internet users, current and former employees, and
others. Unauthorized access could also potentially jeopardize the security of
confidential information stored in the computer systems of the Company's
customers, which might result in liability of the Company to its customers,
and also might deter potential customers. Although the Company intends to
implement security measures that are standard within the telecommunications
industry, there can be no assurance that it will implement such measures in a
timely manner or to the degree that may be compatible with its customers'
expectations, or that, if and when implemented, such measures will not be
circumvented. Eliminating computer viruses and alleviating other security
problems may require interruptions, delays or cessation of service to the
Company's customers and such customers' end users. Any of the foregoing
factors relating to network security could have a material adverse effect on
the Company's business, prospects, operating results, financial condition,
and its ability to make principal and interest payments on its indebtedness.
PAYMENT UPON A CHANGE OF CONTROL
The Indenture provides that, upon the occurrence of a Change of Control, the
Company will be required to make an offer to repurchase all of the related
indebtedness issued and then outstanding under the Indenture at a purchase
price in cash equal to 101% of the Accreted Value thereof plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of
repurchase. If a Change of Control were to occur, there can be no assurance
that the Company would be able to repay all of its obligations under the
Indenture and any other indebtedness that may become payable in such event.
In addition, the ability of the Company to repurchase debt upon a Change of
Control may be restricted by the terms of other indebtedness of the Company.
There can be no assurance that the Company would be able to refinance on
commercially reasonable terms, if at all, any of such obligations, and
consequently no assurance can be given that the Company would be able to
repurchase any of the outstanding debt upon a Change of Control.
The Warrant Agreement provides that, upon the occurrence of a "Repurchase
Event" (as defined in the warrant agreement), the Company must make an offer
to repurchase for cash all outstanding warrants (a "Repurchase Offer"). In
such event, properly surrendered warrants are to be repurchased by the
Company at a price in cash equal to the value on the Valuation Date (as
defined in the Warrant Agreement) relating thereto of the Warrant Shares (and
other securities issuable upon exercise of the warrants), had the warrants
then been exercised, less the Exercise Price therefor. The requirement that
the Company make a Repurchase Offer will, unless appropriate consents or
waivers are obtained, require the Company to repay all indebtedness of the
Company then outstanding which by its terms would prohibit such Repurchase
Offer. There can be no assurance that the Company will have sufficient funds
available at the time of any Repurchase Event to repurchase the warrants and
repay any such indebtedness, as well as to repurchase any other securities of
the Company that by their terms require the Company to repurchase such
securities upon the occurrence of such an event. The triggering of such
payment requirements by the Company upon the occurrence of a Repurchase Event
could have a material adverse effect on the Company's ability to make
principal and interest payments on its indebtedness.
INVESTMENT COMPANY ACT CONSIDERATIONS
After issuing its 13.5% Senior Discount Notes, the Company had substantial
cash and short-term investments. The Company invested the proceeds from the
Issuance so as to preserve capital (for use in the rollout of the Company's
network) by investing it in short-term instruments consistent with prudent
cash management and not primarily for the purpose of achieving investment
returns. Investment in securities primarily for the purpose of achieving
investment returns could result in the Company's being treated as an
"investment company" under the Investment Company Act of 1940, as amended
(the "1940 Act"). The 1940 Act requires the registration of, and imposes
various substantive restrictions on, certain companies that are, or hold
themselves out as being, engaged primarily, or propose to engage primarily,
in the business of investing, reinvesting, or trading in securities, or that
fail certain statistical tests regarding composition of assets and sources of
income and are not primarily engaged in businesses other than investing,
reinvesting, owning, holding, or trading securities.
21
<PAGE>
RISKS AND UNCERTAINTIES (CONTINUED):
INVESTMENT COMPANY ACT CONSIDERATIONS (CONTINUED)
The Company believes that it is primarily engaged in a business other than
investing, reinvesting, owning, holding, or trading securities and,
therefore, is not an investment company within the meaning of the 1940 Act.
If the Company were required to register as an investment company under the
1940 Act, it would become subject to substantial regulation with respect to
its capital structure, management, operations, transactions with affiliated
persons (as defined in the 1940 Act), and other matters. Application of the
provisions of the 1940 Act to the Company would have a material adverse
effect on the Company's business, prospects, financial condition, results of
operations, and its ability to make principal and interest payments on its
indebtedness.
RISK REGARDING FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
forward-looking statements generally 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 discussion of strategy, that involve
risks and uncertainties. Management wishes to caution the reader that these
forward-looking statements, such as relates to the Company's network rollout
plans and strategies and statements regarding the development of the
Company's business, the markets for the Company's services and products, the
Company's anticipated capital expenditures, possible changes in regulatory
requirements, and other statements contained herein regarding matters that
are not historical facts, are only predictions and estimates regarding future
events and circumstances. Any forward-looking statements contained herein are
subject to material risks and uncertainties, many of which are beyond the
control of the Company. Market conditions and the Company's actual results
may differ materially from the market conditions and results discussed in
these statements.
ORIGINAL ISSUE DISCOUNT
The 13.5% Senior Discount Notes were issued with substantial original issue
discount for U.S. federal income tax purposes. This debt may be subject to
the high yield discount obligation rules, which will defer and may, in part,
eliminate the Company's ability to deduct for U.S. federal income tax
purposes the original issue discount attributable to the debt. Accordingly,
the Company's after-tax cash flow might be less than if the original issue
discount on the debt was deductible when it accrued. If a bankruptcy case
were commenced by or against the Company under the Bankruptcy Code of 1978,
as amended (the "Bankruptcy Code"), the claim of a debt holder may be limited
to an amount equal the sum of (i) the initial offering price and (ii) that
portion of the original issue discount that is not deemed to constitute
"unmatured interest" for purposes of the Bankruptcy Code. Any original issue
discount that was not amortized as of the date of any such bankruptcy filing
would constitute "unmatured interest."
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 ("Y2K") issue is the result of computer programs that were
written using two digits, rather than four, to define the applicable year.
Any computer programs that contain date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000, which could
result in system failures or miscalculations causing disruptions of
operations, including, among other things, the Company's ability to process
customer orders, monitor its network, complete and record financial
transactions, produce invoices, pay vendors, or engage in similar normal
business activities, which could have a material adverse effect on the
Company.
The Company's detailed plan (the "Y2K Plan") to address possible Y2K
compliance issues takes into consideration internally developed and
externally developed software, as well as products, systems and services of
the Company's vendors and other business relations. The Company is currently
in the process of implementing its Y2K Plan and expects to be Y2K compliant
by December 31, 1998, or, if not compliant, expects to identify any areas of
non-compliance and to develop appropriate solutions. Solutions to
non-compliance may include reselection of vendors or changes in products or
services used. .Due to the progress to date in implementing its Y2K Plan,
including the selection of business partners and relationships that have
represented to be Y2K compliant, and the fact that the Company's short length
of time in business precludes it from having legacy systems, the cost impact
of becoming Y2K compliant is expected to be minimal.
22
<PAGE>
RHYTHMS NETCONNECTIONS INC.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was not involved in any material legal proceedings during the
quarter ended September 30, 1998.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No changes in the rights of the Company's securities occurred during the
quarter ended September 30, 1998.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No defaults upon senior securities occurred during the quarter ended
September 30, 1998.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the quarter
ended September 30, 1998.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Restated Certificate of Incorporation as filed with
the Delaware Secretary of State on March 6, 1998,
Certificates of Amendment thereto as filed with the
Delaware Secretary of State on April 28, 1998 and
November 4, 1998, respectively, and Corrected
Certificate of Amendment thereto as filed with the
Delaware Secretary of State on November 12, 1998
10.1 Interconnection, Resale and Unbundling Agreement,
dated _________ 1998, between the Registrant and GTE
California Incorporated
10.2 Form of Interconnection Agreement between the
Registrant and US WEST for each of Arizona, Colorado,
Minnesota and Oregon
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
There have been no reports on Form 8-K filed during the
quarter ended September 30, 1998.
23
<PAGE>
RHYTHMS NETCONNECTIONS INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Scott C. Chandler
- ----------------------------------------------------
Scott C. Chandler
Chief Financial Officer and Executive Vice President
(Principal Financial and Accounting Officer)
December 7, 1998
24
<PAGE>
EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "RHYTHMS NETCONNECTIONS INC.", FILED IN THIS OFFICE ON THE
SIXTH DAY OF MARCH, A.D. 1998, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
--------------------------------------
[SEAL] EDWARD J. FREEL, SECRETARY OF STATE
2723205 8100 AUTHENTICATION: 9056482
981166434 DATE: 04-30-98
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/06/1998
981088109 - 2723205
RESTATED CERTIFICATE OF INCORPORATION
OF RHYTHMS NETCONNECTIONS INC.,
a Delaware Corporation
Rhythms NetConnections Inc., a corporation organized and existing
under the laws of the state of Delaware, hereby certifies as follows:
1. The name of the corporation is Rhythms NetConnections Inc. The
corporation was originally incorporated under the name "Accelerated
Connections, Inc." The date the corporation filed its original Certificate
of Incorporation with the Secretary of State was February 27, 1997.
2. This Restated Certificate of Incorporation restates and amends
the provisions of the original Certificate of Incorporation of this
corporation as heretofore in effect and was duly adopted by the corporation's
Board of Directors in accordance with Sections 241 and 245 of the General
Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation is hereby restated
to read as herein set forth in full:
ARTICLE I
The name of this corporation is Rhythms NetConnections Inc.
ARTICLE II
The address of the registered office of the corporation in the State
of Delaware is 30 Old Rudnick Lane, City of Dover, County of Kent 19901. The
name of its registered agent at such address is CorpAmerica, Inc.
ARTICLE III
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
ARTICLE IV
A. CLASSES OF STOCK. This corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares
<PAGE>
which the corporation is authorized to issue is Thirty-Nine Million Eight
Hundred Fifty-Four Thousand Five Hundred Ninety-Three (39,854,593) shares.
Twenty-Two Million Nine Hundred Nine Thousand Six Hundred Fifty (22,909,650)
shares shall be Common Stock, $0.001 par value per share and Sixteen Million
Nine Hundred Forty-Four Thousand Nine Hundred Forty-Three (16,944,943) shares
shall be Preferred Stock, $0.001 par value per share.
B. RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The
Preferred Stock authorized by this Restated Certificate of Incorporation may
be issued from time to time in series. The rights, preferences, privileges,
and restrictions granted to and imposed on (i) the Series A Preferred Stock,
which series shall consist of 12,900,000 shares and (ii) the Series B
Preferred Stock, which series shall consist of 4,044,943 shares, are as set
forth below in this Article IV(B). The Board of Directors is hereby
authorized to fix or alter the rights, preferences, privileges and
restrictions granted to or imposed upon additional series of Preferred Stock,
and the number of shares constituting any such series and the designation
thereof, or of any of them. Subject to compliance with applicable protective
voting rights which have been or may be granted to the Preferred Stock or
series thereof in Certificates of Determination or the corporation's Restated
Certificate of Incorporation ("Protective Provisions"), but notwithstanding
any other rights of the Preferred Stock or any series thereof, the rights,
privileges, preferences and restrictions of any such additional series may be
subordinated to, pari passu with (including, without limitation, inclusion in
provisions with respect to liquidation and acquisition preferences,
redemption and/or approval of matters by vote or written consent), or senior
to any of those of any present or future class or series of Preferred or
Common Stock. Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number
of shares of any series (other than the Series A Preferred Stock or Series B
Preferred Stock) prior or subsequent to the issue of that series, but not
below the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
1. DIVIDEND PROVISIONS.
(a) Subject to the rights of series of Preferred Stock
which may from time to time come into existence, the holders of shares of
Series A Preferred Stock and Series B Preferred Stock shall be entitled to
receive dividends, out of any assets legally available therefor, prior and in
preference to any declaration or payment of any dividend (payable other than
in: (a) Common Stock or other securities and rights convertible into or
entitling the holder thereof to receive, directly or indirectly, additional
shares of Common Stock of this corporation; or (b) capital stock of other
persons (including without limitation subsidiaries of this corporation) or
options or rights to purchase any such capital stock) on the Common Stock of
this corporation, at the rate of (i) $0.08 per share of Series A Preferred
Stock per annum and $0.356 per share of Series B Preferred Stock per annum,
or (ii) if greater, the amount per annum which would be paid per share of
Series A Preferred Stock and Series B Preferred Stock, as the case may be, on
the number of shares of Common Stock into which such share is convertible as
of the record date fixed for determination of the stockholders entitled to
receive such distribution (assuming conversion of all convertible Preferred
Stock), payable quarterly when, as and if declared by the Board of Directors.
Such dividends shall not be cumulative. Dividends paid in a form other than
-2-
<PAGE>
cash shall be deemed to be the fair value thereof as determined by the Board
of Directors irrespective of any accounting treatment.
(b) In the event this corporation shall declare a
distribution payable in capital stock of other persons or options or rights
to purchase any such capital stock, then, (i) in the event this corporation
distributes at the same time (A) common stock of another person and (B)
Series A preferred stock and Series B preferred stock of such other person,
with rights, preferences, privileges and restrictions substantially the same
as the Series A Preferred Stock and Series B Preferred Stock, and the number
of shares of common stock, Series A preferred stock and Series B preferred
stock distributed are in substantially the same relative proportions as this
corporation's then outstanding shares of Common Stock, Series A Preferred
Stock and Series B Preferred Stock, then (V) all such common stock shall be
distributed to the Common Stock, (W) all such Series A preferred stock shall
be distributed to the Series A Preferred Stock, and (X) all such Series B
preferred stock shall be distributed to the Series B Preferred Stock, and
(ii) in all other cases the holders of the Series A Preferred Stock and
Series B Preferred Stock shall be entitled (together with the Common Stock)
to a proportionate share, and no more, of any such distribution as though the
holders of the Series A Preferred Stock and Series B Preferred Stock were the
holders of the number of shares of Common Stock of this corporation into
which their respective shares of Series A Preferred Stock and Series B
Preferred Stock are convertible as of the record date fixed for the
determination of the stockholders entitled to receive such distribution.
2. LIQUIDATION PREFERENCE.
(a) In the event of any liquidation, dissolution or
winding up of this corporation, either voluntary or involuntary, subject to
the rights of series of Preferred Stock which may from time to time come into
existence, the holders of Series A Preferred Stock and Series B Preferred
Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets of this corporation to the holders of
Common Stock by reason of their ownership thereof, an amount per share equal
to the sum of (i) $1.00 for each outstanding share of Series A Preferred
Stock and $4.45 for each outstanding share of Series B Preferred Stock
(hereafter referred to as the "Original Series A Issue Price" and "Original
Series B Issue Price," respectively), and (ii) an amount equal to declared
but unpaid dividends on such share. If upon the occurrence of such event,
the assets and funds thus distributed among the holders of the Series A
Preferred Stock and Series B Preferred Stock shall be insufficient to permit
the payment to such holders of the full aforesaid preferential amounts, then,
subject to the rights of series of Preferred Stock which may from time to
time come into existence, the entire assets and funds of the corporation
legally available for distribution shall be distributed ratably among the
holders of the Series A Preferred Stock and Series B Preferred Stock in
proportion to the product of the liquidation preference of each such share
and the number of such shares owned by each such holder.
(b) After the distributions described in subsection (a)
above have been paid, subject to the rights of series of Preferred Stock
which may from time to time come into existence, the remaining assets of the
corporation available for distribution to stockholders shall be distributed
among the holders of Common Stock pro rata based on the number of shares of
Common Stock held by each.
-3-
<PAGE>
(c) A consolidation or merger reorganization of this
corporation with or into any other corporation or corporations, or the
effectuation by the corporation of a transaction or series of related
transactions in which more than 50% of the voting power of the corporation is
disposed of, or a sale, conveyance or disposition of all or substantially all
of the assets of this corporation shall be deemed to be a liquidation within
the meaning of this Section 2; provided, however, that the sale and issuance
of shares of Series A Preferred Stock pursuant to that certain Series A
Preferred Stock Purchase Agreement dated July 3, 1997 and the sale and
issuance of Series B Preferred Stock pursuant to that certain Series B
Preferred Stock Purchase Agreement dated on or about March ___, 1998 shall
not be deemed a liquidation under this Section 2.
3. CONVERSION. The holders of the Series A Preferred Stock
and Series B Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):
(a) RIGHT TO CONVERT.
i) Subject to subsection (c), each share of Series
A Preferred Stock and each share of Series B Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date
of issuance of such share at the office of this corporation or any transfer
agent for the Series A Preferred Stock and Series B Preferred Stock, into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing (A) the Original Series A Issue Price for each share
of Series A Preferred Stock and (B) the Original Series B Issue Price for
each share of Series B Preferred Stock, by the Conversion Price at the time
in effect for such share. The initial Conversion Price per share for shares
of Series A Preferred Stock shall be the Original Series A Issue Price and
the initial Conversion Price per share for shares of Series B Preferred Stock
shall be the Original Series B Issue Price; provided, however, that the
Conversion Price for the Series A Preferred Stock and Series B Preferred
Stock shall be subject to adjustment as set forth in subsection 3(c).
ii) Each share of Series A Preferred Stock and each
share of Series B Preferred Stock shall automatically be converted into
shares of Common Stock at the Conversion Price at the time in effect for such
Series A Preferred Stock and Series B Preferred Stock immediately upon the
earlier of (A) the consummation of the corporation's sale of its Common Stock
in a bona fide, firm commitment underwriting pursuant to a registration
statement under the Securities Act of 1933, as amended, the public offering
price of which was not less than $20,000,000 in the aggregate or (B) the date
upon which the corporation obtains the consent of the holders of 66-2/3% of
the then outstanding shares of Preferred Stock.
(b) MECHANICS OF CONVERSION. Before any holder of Series
A Preferred Stock or Series B Preferred Stock shall be entitled to convert
the same into shares of Common Stock, such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of this
corporation or of any transfer agent for the particular series of Preferred
Stock, and shall give written notice by mail, postage prepaid, to this
corporation at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. This corporation
shall, as soon as practicable thereafter, issue and deliver at such office to
such holder of Series A Preferred Stock and/or Series B Preferred Stock, or
to the nominee or nominees of such holder, a
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certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid. Such conversion shall be deemed
to have been made immediately prior to the close of business on the date of
such surrender of the shares of Series A Preferred Stock and/or Series B
Preferred Stock to be converted, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date. If the conversion is in connection with an
underwritten offer of securities registered pursuant to the Securities Act of
1933, the conversion may, at the option of any holder tendering such
Preferred Stock for conversion, be conditioned upon the closing with the
underwriter of the sale of securities pursuant to such offering, in which
event the person(s) entitled to receive the Common Stock issuable upon such
conversion of the Series A Preferred Stock and/or Series B Preferred Stock
shall not be deemed to have converted such Series A Preferred Stock and/or
Series B Preferred Stock until immediately prior to the closing of such sale
of securities.
(c) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK. The
Conversion Prices of the Series A Preferred Stock and Series B Preferred
Stock shall be subject to adjustment from time to time as follows:
i) A. Upon each issuance by the corporation of
any Additional Stock (as defined below), after the date upon which any shares
of the Series A Preferred Stock or Series B Preferred Stock were first issued
(the "Purchase Date" with respect to such series), without consideration or
for a consideration per share less than the Conversion Price for such series
in effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for such series in effect immediately prior to each such
issuance shall forthwith (except as otherwise provided in this clause (i)) be
adjusted to a price determined by multiplying such Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issuance (including, without
limitation, the number of shares of Common Stock issuable upon the conversion
of all outstanding Preferred Stock and all other convertible securities and
the exercise of all outstanding options, warrants or other rights to purchase
Common Stock or other securities convertible into Common Stock) plus the
number of shares of Common Stock which the aggregate consideration received
by the corporation for such issuance would purchase at such Conversion Price;
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including, without
limitation, the number of shares of Common Stock issuable upon the conversion
of all outstanding Preferred Stock and all other convertible securities and
the exercise of all outstanding options, warrants or other rights to purchase
Common Stock or other securities convertible into Common Stock) plus the
number of shares of such Additional Stock.
B. No adjustment of the Conversion Price for
the Series A Preferred Stock or Series B Preferred Stock shall be made in an
amount less than one cent per share, provided that any adjustments which are
not required to be made by reason of this sentence shall be carried forward
and shall be either taken into account in any subsequent adjustment made
prior to 3 years from the date of the event giving rise to the adjustment
being carried forward, or shall be made at the end of 3 years from the date
of the event giving rise to the adjustment being carried forward. Except to
the limited extent provided for in subsections 3(c)(i)(E)(3) and
3(c)(i)(E)(4), no adjustment of such Conversion Price pursuant to this
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subsection 3(c)(i) shall have the effect of increasing the Conversion Price
above the Conversion Price in effect immediately prior to such adjustment.
C. In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by this corporation for any underwriting
or otherwise in connection with the issuance and sale thereof.
D. In the case of the issuance of the Common
Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair value thereof as
determined by the Board of Directors irrespective of any accounting treatment.
E. In the case of the issuance (whether
before, on or after the applicable Purchase Date) of options to purchase or
rights to subscribe for Common Stock, securities by their terms convertible
into or exchangeable for Common Stock or options to purchase or rights to
subscribe for such convertible or exchangeable securities, the following
provisions shall apply for all purposes of this subsection 3(c)(i) and
subsection 3(c)(ii):
1. The aggregate maximum number of shares
of Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including without limitation, the passage of
time, but without taking into account potential antidilution adjustments) of
such options to purchase or rights to subscribe for Common Stock shall be
deemed to have been issued at the time such options or rights were issued and
for a consideration equal to the consideration (determined in the manner
provided in subsections 3(c)(i)(C) and (c)(i)(D)), if any, received by the
corporation upon the issuance of such options or rights plus the exercise
price provided in such options or rights (without taking into account
potential antidilution adjustments) for the Common Stock covered thereby.
2. The aggregate maximum number of shares
of Common Stock deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability,
including, without limitation, the passage of time, but without taking into
account potential antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights
to subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the
time such securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received by the
corporation for any such securities and related options or rights (excluding
any cash received on account of accrued interest or accrued dividends), plus
the additional consideration, if any, to be received by the corporation
(without taking into account potential antidilution adjustments) upon the
conversion or exchange of such securities or the exercise of any related
options or rights (the consideration in each case to be determined in the
manner provided in subsections 3(c)(i)(C) and (c)(i)(D)).
3. In the event of any change in the
number of shares of Common Stock deliverable or in the consideration payable
to this corporation upon exercise of such options or rights or upon
conversion of or in exchange for such convertible or
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exchangeable securities, including, but not limited to, a change resulting
from the antidilution provisions thereof, the Conversion Price of the Series
A Preferred Stock and Series B Preferred Stock, as applicable, and to the
extent in any way affected by or computed using such options, rights or
securities, shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock or any
payment of such consideration upon the exercise of any such options or rights
or the conversion or exchange of such securities.
4. Upon the expiration of any such
options or rights, the termination of any such rights to convert or exchange
or the expiration of any options or rights related to such convertible or
exchangeable securities, the Conversion Price of the Series A Preferred Stock
and Series B Preferred Stock, as applicable, to the extent in any way
affected by or computed using such options, rights or securities or options
or rights related to such securities, shall be recomputed to reflect the
issuance of only the number of shares of Common Stock (and convertible or
exchangeable securities which remain in effect) actually issued upon the
exercise of such options or rights, upon the conversion or exchange of such
securities or upon the exercise of the options or rights related to such
securities.
5. The number of shares of Common Stock
deemed issued and the consideration deemed paid therefor pursuant to
subsections 3(c)(i)(E)(1) and (2) shall be appropriately adjusted to reflect
any change, termination or expiration of the type described in either
subsection 3(c)(i)(E)(3) or (4).
ii) "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to subsection
3(c)(i)(E)) by this corporation after the Purchase Date other than
A. Common Stock issued pursuant to a
transaction described in subsection 3(c)(iii) hereof,
B. shares of Common Stock issuable or issued
to employees, consultants or directors of this corporation directly or
pursuant to a stock option plan or restricted stock plan approved by the
Board of Directors of this corporation, or
C. shares of Common Stock issued upon
conversion of the Series A Preferred Stock or Series B Preferred Stock, or
D. shares of Common Stock issued or issuable
(I) in a public offering before or in connection with which all outstanding
shares of Series A Preferred Stock and Series B Preferred Stock will be
converted to Common Stock or (II) upon exercise of warrants or rights granted
to underwriters in connection with such a public offering, or
E. shares of Common Stock issued or issuable
to persons or entities with which the corporation has business relationships
provided such issuances are for other than primarily equity financing
purposes approved by the Board of Directors.
iii) In the event the corporation should at any time
or from time to time after the Purchase Date fix a record date for the
effectuation of a split or subdivision of
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the outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the
Conversion Price of the Series A Preferred Stock and Series B Preferred Stock
then in effect shall be appropriately decreased so that the number of shares
of Common Stock issuable on conversion of each share of such series shall be
increased in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents with the number of shares issuable with respect to Common Stock
Equivalents determined from time to time in the manner provided for deemed
issuances in subsection 3(c)(i)(E).
iv) If the number of shares of Common Stock
outstanding at any time after the Purchase Date is decreased by a combination
of the outstanding shares of Common Stock, then, following the record date of
such combination, the Conversion Price for the Series A Preferred Stock and
Series B Preferred Stock then in effect shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of each
share of such series shall be decreased in proportion to such decrease in
outstanding shares.
(d) RECAPITALIZATIONS. If at any time or from time to
time there shall be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction provided for
elsewhere in this Section 3) provision shall be made so that the holders of
the Series A Preferred Stock and Series B Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A Preferred Stock and
Series B Preferred Stock the number of shares of stock or other securities or
property of the Company or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 3 with respect to the
rights of the holders of the Series A Preferred Stock and Series B Preferred
Stock after the recapitalization to the end that the provisions of this
Section 3 (including adjustment of the Conversion Price then in effect and
the number of shares purchasable upon conversion of the Series A Preferred
Stock and Series B Preferred Stock) shall be applicable after that event as
nearly equivalent as may be practicable.
(e) NO IMPAIRMENT. This corporation will not, by
amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by this corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3 and in the
taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of the Series A Preferred Stock
and Series B Preferred Stock against impairment.
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<PAGE>
(f) NO FRACTIONAL SHARES AND CERTIFICATE AS TO
ADJUSTMENTS.
i) No fractional shares shall be issued upon
conversion of the Series A Preferred Stock and Series B Preferred Stock, and
the number of shares of Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Series A Preferred Stock and Series B Preferred Stock the holder is at the
time converting into Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.
ii) Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Series A Preferred Stock and Series B
Preferred Stock pursuant to this Section 3, this corporation, at its expense,
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series A Preferred
Stock and Series B Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. This corporation shall, upon the
written request at any time of any holder of Series A Preferred Stock or
Series B Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (A) such adjustment and readjustment, (B) the
Conversion Price at the time in effect, and (C) the number of shares of
Common Stock and the amount, if any, of other property which at the time
would be received upon the conversion of a share of Series A Preferred Stock
or Series B Preferred Stock.
(g) NOTICES OF RECORD DATE. In the event of any taking
by this corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive
any dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, this
corporation shall mail to each holder of Series A Preferred Stock and Series
B Preferred Stock, at least 20 days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character
of such dividend, distribution or right.
(h) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This
corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the shares of the Series A Preferred Stock and
Series B Preferred Stock such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Series A Preferred Stock and Series B Preferred Stock; and if
at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding
shares of the Series A Preferred Stock and Series B Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Preferred Stock, this corporation will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes.
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(i) NOTICES. Any notice required by the provisions of
this Section 4 to be given to the holders of shares of Series A Preferred
Stock or Series B Preferred Stock shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each holder of record
at his address appearing on the books of this corporation.
4. VOTING RIGHTS.
(a) GENERAL VOTING RIGHTS. Except as set forth in
subsection 4(b) below, the holder of each share of Series A Preferred Stock
and the holder of each share of Series B Preferred Stock shall have the right
to one vote for each share of Common Stock into which such share of Series A
Preferred Stock and/or such share of Series B Preferred Stock could then be
converted (with any fractional share determined on an aggregate conversion
basis being rounded to the nearest whole share), and with respect to such
vote, each such holder shall have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock, and shall be
entitled, notwithstanding any provision hereof, to notice of any
stockholders' meeting in accordance with the by-laws of this corporation, and
shall be entitled to vote, together with holders of Common Stock, with
respect to any question upon which holders of Common Stock have the right to
vote.
(b) ELECTION OF DIRECTORS. Notwithstanding the
provisions of subsection 4(a) above, (i) so long as any shares of Series A
Preferred Stock are outstanding, the holders of the then outstanding shares
of Series A Preferred Stock, by a majority vote voting as a separate class,
shall be entitled to elect four (4) directors of the corporation (the "Series
A Directors") and the holders of Common Stock and Series A Preferred Stock,
by a majority vote voting as a single class, shall be entitled to elect one
(1) director of the corporation (the "Common/Series A Director"); (ii) so
long as any shares of Series B Preferred are outstanding, the holders of the
then outstanding shares of Series B Preferred Stock, by a majority vote
voting as a separate class, shall be entitled to elect one (1) director of
the corporation (the "Series B Director"); and (iii) all remaining directors
shall be elected by the holders of the Preferred Stock and the holders of
Common Stock, by a majority vote voting as provided in paragraph 4(a) above.
At any meeting held for the purpose of electing or nominating directors, the
presence in person or by proxy of the holders of a majority of the Series A
Preferred Stock then outstanding shall constitute a quorum of the Series A
Preferred Stock for the election or nomination of the Series A Directors, the
presence in person or by proxy of the holders of a majority of the shares of
Series B Preferred Stock then outstanding, shall constitute a quorum of the
Series B Preferred Stock for the election or nomination of the Series B
Director, the presence in person or by proxy of the holders of a majority of
the Common Stock and Series A Preferred Stock, on an as-converted basis, then
outstanding shall constitute a quorum of the Common Stock and Series A
Preferred Stock for the election or nomination of the Common/Series A
Director, and the presence in person or by proxy of the holders of a majority
of the Preferred Stock and Common Stock, on an as-converted basis, then
outstanding shall constitute a quorum of the Preferred Stock and Common Stock
for the election or nomination of all remaining directors. A vacancy in any
directorship elected solely by the holders of Series A Preferred Stock shall
be filled only by vote of the holders of Series A Preferred Stock, a vacancy
in the directorship elected solely by the holders of the Series B Preferred
Stock shall be filled only by vote of the Series B Preferred Stock, a vacancy
in the directorship elected by the holders of the Common Stock and Series A
Preferred Stock shall be filled only by vote of the Common Stock and Series A
Preferred Stock,
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voting together as provided above, and a vacancy in any directorship elected
by the holders of Preferred Stock and Common Stock shall be filled only by
the vote of the holders of Preferred Stock and Common Stock voting as
provided in paragraph 4(a) above. Any director elected by the holders of
Series A Preferred Stock may be removed during such director's term of
office, either for or without cause, by and only by the affirmative vote of
the holders of a majority of the outstanding shares of Series A Preferred
Stock, any director elected by the holders of Series B Preferred Stock may be
removed during such director's term of office, either for or without cause,
by and only by the affirmative vote of the holders of a majority of the
outstanding shares of Series B Preferred Stock, any director elected by the
holders of Common Stock and Series A Preferred Stock may be removed during
such director's term of office, either for or without cause, by and only by
the affirmative vote of the holders of a majority of the outstanding shares
of Common Stock and Series A Preferred Stock, voting together as provided
above, and any director elected by the holders of Preferred Stock and Common
Stock may be removed during such director's term of office, either for or
without cause, by and only by the affirmative vote of the holders of a
majority of the outstanding shares of Preferred Stock and Common Stock,
voting together as provided in paragraph 4(a) above.
5. PROTECTIVE PROVISIONS.
(a) SERIES B PREFERRED STOCK. Subject to the rights of
series of Preferred Stock which may from time to time come into existence, so
long as shares of Series B Preferred Stock are outstanding, this corporation
shall not without first obtaining the approval (by vote or written consent,
as provided by law) of the holders of at least a majority of the then
outstanding shares of Series B Preferred Stock, voting together as a separate
series on an as converted basis:
i) take any action that would materially and
adversely alter the rights, preferences or privileges of the Series B
Preferred Stock as a separate series in a manner that is dissimilar and
disproportionate relative to the manner in which the rights, preferences or
privileges of the Series A Preferred Stock are altered;
ii) authorize additional shares of Series B
Preferred Stock;
iii) take any action that would cause it to become a
"public utility" or a "holding company" as those terms are defined under the
Public Utility Holding Company Act of 1935, as amended; or
iv) amend Article IV(B)(3)(a)(i) (provided that,
subject to Section IV(B)(5)(a)(i), the corporation shall not be prohibited
from amending Article IV(B)(3)(c));
v) take any action that would alter the right of
the holders of the then outstanding shares of Series B Preferred Stock to
elect one (1) director of the corporation pursuant to subitem (ii) of Article
IV(B)4(b); or
vi) amend this Article IV(B)5(a).
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(b) SERIES A AND SERIES B PREFERRED STOCK. Subject to
the rights of series of Preferred Stock which may from time to time come into
existence, so long as shares of Series A Preferred Stock and/or Series B
Preferred Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of
the holders of at least 55% or more of the then outstanding shares of Series
A Preferred Stock and Series B Preferred Stock, voting together as a single
class on an as converted basis:
i) sell, convey, or otherwise dispose of or
encumber all or substantially all of its property or business or merge into
or consolidate with any other corporation (other than a wholly owned
subsidiary corporation) or effect any transaction or series of related
transactions in which more than 50% of the voting power of the corporation is
disposed of;
ii) create any new class or series of stock or any
other securities convertible into equity securities of the corporation having
a preference over, or being on a parity with, the Series A Preferred Stock or
Series B Preferred Stock with respect to voting, dividends or upon
liquidation; or
iii) authorize additional shares of Series A
Preferred Stock.
6. STATUS OF CONVERTED STOCK. In the event any shares of
Series A Preferred Stock or Series B Preferred Stock shall be converted
pursuant to Section 3 hereof, the shares so converted shall be cancelled and
shall not be issuable by the corporation. The Certificate of Incorporation
of this corporation shall be appropriately amended to effect the
corresponding reduction in the corporation's authorized capital stock.
C. COMMON STOCK.
1. DIVIDEND RIGHTS. Subject to the prior rights of holders
of all classes of stock at the time outstanding having prior rights as to
dividends, the holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of any assets of the
corporation legally available therefor, such dividends as may be declared
from time to time by the Board of Directors.
2. LIQUIDATION RIGHTS. Upon the liquidation, dissolution or
winding up of the corporation, the assets of the corporation shall be
distributed as provided in Section 2 of Division (B) of this Article IV
hereof.
3. REDEMPTION. The Common Stock is not redeemable.
4. VOTING RIGHTS. The holder of each share of Common Stock
shall have the right to one vote for each share of Common Stock held by such
holder, and shall be entitled to notice of any stockholders' meeting in
accordance with the By-laws of this corporation, and shall be entitled to
vote upon such matters and in such manner as may be provided by law.
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ARTICLE V
A. EXCULPATION. A director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived any improper personal benefit. If the Delaware
General Corporation Law is hereafter amended to further reduce or to
authorize, with the approval of the corporation's stockholders, further
reductions in the liability of the corporation's directors for breach of
fiduciary duty, then a director of the corporation shall not be liable for
any such breach to the fullest extent permitted by the Delaware General
Corporation Law as so amended.
B. INDEMNIFICATION. To the extent not prohibited by applicable
law, this corporation shall provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
this corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to
the corporation, its stockholders, and others.
C. EFFECT OF REPEAL OR MODIFICATION. Any repeal or modification
of any of the foregoing provisions of this Article V shall not adversely
affect any right or protection of a director, officer or agent of the
corporation (or any other person to which Delaware law permits this
corporation to provide indemnification) existing at the time of, or increase
the liability of any director, officer or agent of the corporation (or other
person) with respect to any acts or omissions of such director, officer or
agent (or other person) occurring prior to, such repeal or modification.
ARTICLE VI
The corporation shall have perpetual existence.
ARTICLE VII
Except as otherwise provided in this Restated Certificate of
Incorporation, in furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind any or all of the Bylaws of the corporation.
ARTICLE VIII
Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws of the corporation.
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ARTICLE IX
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ARTICLE X
The corporation shall not be subject to the provisions of Section 203
of the Delaware General Corporation Law.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been executed as of this 6TH day of March, 1998.
RHYTHMS NETCONNECTIONS INC.
By: /s/ Catherine M. Hapka
--------------------------------
Catherine Hapka, President
[SIGNATURE PAGE TO RESTATED CERTIFICATE OF INCORPORATION]
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<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF AMENDMENT OF "RHYTHMS NETCONNECTIONS INC.", FILED IN THIS
OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1998, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
--------------------------------------
[SEAL] EDWARD J. FREEL, SECRETARY OF STATE
2723205 8100 AUTHENTICATION: 9056481
981166434 DATE: 04-30-98
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/28/1998
981162582 - 2723205
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
FOR
RHYTHMS NETCONNECTIONS INC.
---------------------------
RHYTHMS NETCONNECTIONS INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That resolutions were duly adopted by the Board of
Directors of the Corporation setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation, and declaring said
amendment to be advisable and recommended for approval by the stockholders of
the Corporation. The resolutions setting forth the proposed amendment are as
follows:
NOW, THEREFORE, BE IT RESOLVED, that in order to increase the
authorized number of shares of Common Stock of the Corporation, the
officers of the Corporation are hereby authorized and directed to
execute and file a Certificate of Amendment to the Restated
Certificate of Incorporation (the "Amendment") of the Corporation,
which Amendment shall change Article IV, Section A so that, as
amended, said Section shall read in its entirety as follows:
"A. CLASSES OF STOCK. This corporation is
authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which
the corporation is authorized to issue is Forty-One
Million Eight Hundred Twenty-Six Thousand Five
Hundred Ninety-Three (41,826,593) shares. Twenty-Four
Million Eight Hundred Eighty-One Thousand Six
Hundred Fifty (24,881,650) shares shall be Common
Stock, $0.001 par value per share and Sixteen
Million Nine Hundred Forty-Four Thousand Nine
Hundred Forty-Three (16,944,943) shares shall be
Preferred Stock, $0.001 par value per share."
<PAGE>
RESOLVED, FURTHER, said Amendment shall also change Article IV,
Section B(3)(c)(ii) thereof so that, as amended, said subsection
shall read in its entirety as follows:
"ii) "Additional Stock" shall mean any
shares of Common Stock issued (or deemed to have
been issued pursuant to subsection 3(c)(i)(E)) by
this corporation after the Purchase Date other than
A. Common Stock issued pursuant to
a transaction described in subsection 3(c)(iii)
hereof,
B. shares of Common Stock issuable
or issued to employees, consultants or directors of
this corporation directly or pursuant to a stock
option plan or restricted stock plan approved by the
Board of Directors of this corporation, or
C. shares of Common Stock issued
upon conversion of the Series A Preferred Stock or
Series B Preferred Stock, or
D. shares of Common Stock issued
or issuable (I) in a public offering before or in
connection with which all outstanding shares of
Series A Preferred Stock and Series B Preferred
Stock will be converted to Common Stock or (II) upon
exercise of warrants or rights granted to
underwriters in connection with such a public
offering, or
E. shares of Common Stock issued
or issuable to persons or entities with which the
corporation has business relationships provided such
issuances are for other than primarily equity
financing purposes approved by the Board of
Directors.
F. up to 1,972,000 shares of
Common Stock issued or issuable upon exercise of
warrants (the "Warrants") granted to purchasers of
units (the "Units") consisting of 131/2% senior
discount notes due 2008 and such Warrants, which
Units were issued on or about May 5, 1998.
SECOND: That, thereafter, the stockholders of said Corporation
approved the amendment by written consent in accordance with Section 228 of
the Delaware General Corporation Law.
2
<PAGE>
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: That the capital of said Corporation shall not be reduced
under or by reason of said amendment.
[Remainder of this Page Intentionally Left Blank]
3
<PAGE>
IN WITNESS WHEREOF, said RHYTHMS NETCONNECTIONS INC. has caused
this certificate to be signed and attested by Catherine M. Hapka and John A.
Denniston, its President and Secretary, respectively, this 28TH day of April,
1998.
By: /s/ Catherine M. Hapka
--------------------------------------
Catherine Hapka, President and Chief
Executive Officer
ATTEST:
/s/ John Denniston
- -----------------------------
John A. Denniston, Secretary
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
FOR
RHYTHMS NETCONNECTIONS INC.
---------------------------
RHYTHMS NETCONNECTIONS INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That resolutions were duly adopted by the Board of
Directors of the Corporation setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation, and declaring said
amendment to be advisable and recommended for approval by the stockholders of
the Corporation. The resolutions setting forth the proposed amendment are as
follows:
NOW, THEREFORE, BE IT RESOLVED, that in order to
effect a stock split, whereby each one (1)
outstanding share of the Corporation's Common Stock
("Common Stock") is split and converted into two (2)
shares of Common Stock and thereafter, to increase
the authorized number of shares of Common Stock of
the Corporation, the officers of the Corporation are
hereby authorized and directed to execute and file a
Certificate of Amendment to the Restated Certificate
of Incorporation (the "Amendment") of the
Corporation, which Amendment shall change Article
IV, Section A so that, as amended, said Section
shall read in its entirety as follows:
"A. CLASSES OF STOCK. This corporation is
authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which
the corporation is authorized to issue is Eighty-Three
Million Six Hundred Fifty-Three Thousand One
Hundred Eighty-Six (83,653,186) shares. Sixty-Six
Million Seven Hundred Eight Thousand Two Hundred
Forty-Three (66,708,243) shares shall be Common
Stock, $0.001 par value per share and Sixteen
Million Nine Hundred Forty-Four Thousand Nine
Hundred Forty-Three (16,944,943) shares shall be
Preferred Stock, $0.001 par value per share. Upon
the amendment of this Article IV, each one (1)
<PAGE>
outstanding share of Common Stock is split and
converted into three (3) shares of Common Stock."
SECOND: That, thereafter, the stockholders of said Corporation
approved the amendment by written consent in accordance with Section 228 of
the Delaware General Corporation Law.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: That the capital of said Corporation shall not be reduced
under or by reason of said amendment.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-2-
<PAGE>
IN WITNESS WHEREOF, said RHYTHMS NETCONNECTIONS INC. has caused
this certificate to be signed and attested by Catherine M. Hapka and Scott C.
Chandler, its President and Secretary, respectively, this 30th day of
October, 1998.
By: /s/ Catherine M. Hapka
-----------------------------------
Catherine M. Hapka, President and
Chief Executive Officer
ATTEST:
/s/ Scott C. Chandler
- ----------------------------
Scott C. Chandler, Secretary
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
<PAGE>
CORRECTED
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
RHYTHMS NETCONNECTIONS INC.
---------------------------
Rhythms NetConnections Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), certifies as follows:
1. The original Certificate of Amendment of Restated Certificate of
Incorporation was filed with the Secretary of State of Delaware on November
4, 1998 (the "Amendment") and that said Amendment requires correction, as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
2. The resolutions set forth in the Amendment inconsistently stated
the number of shares into which each outstanding share of Common Stock would
be split. As corrected to properly reflect the 2-for-1 stock split, said
Amendment shall read in its entirety as follows:
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
FOR
RHYTHMS NETCONNECTIONS INC.
---------------------------
RHYTHMS NETCONNECTIONS INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That resolutions were duly adopted by the Board of
Directors of the Corporation setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation, and declaring said
amendment to be advisable and recommended for approval by the stockholders of
the Corporation. The resolutions setting forth the proposed amendment are as
follows:
NOW, THEREFORE, BE IT RESOLVED, that in order to
effect a stock split, whereby each one (1)
outstanding share of the Corporation's Common Stock
("Common Stock") is
<PAGE>
split and converted into two (2) shares of Common
Stock and thereafter, to increase the authorized
number of shares of Common Stock of the Corporation,
the officers of the Corporation are hereby authorized
and directed to execute and file a Certificate of
Amendment to the Restated Certificate of
Incorporation (the "Amendment") of the Corporation,
which Amendment shall change Article IV, Section A so
that, as amended, said Section shall read in its
entirety as follows:
"A. CLASSES OF STOCK. This corporation is
authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which
the corporation is authorized to issue is Eighty-Three
Million Six Hundred Fifty-Three Thousand One
Hundred Eighty-Six (83,653,186) shares. Sixty-Six
Million Seven Hundred Eight Thousand Two Hundred
Forty-Three (66,708,243) shares shall be Common
Stock, $0.001 par value per share and Sixteen
Million Nine Hundred Forty-Four Thousand Nine
Hundred Forty-Three (16,944,943) shares shall be
Preferred Stock, $0.001 par value per share. Upon
the amendment of this Article IV, each one (1)
outstanding share of Common Stock is split and
converted into two (2) shares of Common Stock."
SECOND: That, thereafter, the stockholders of said Corporation approved
the amendment by written consent in accordance with Section 228 of the
Delaware General Corporation Law.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
FOURTH: That the capital of said Corporation shall not be reduced under
or by reason of said amendment.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-2-
<PAGE>
IN WITNESS WHEREOF, Rhythms NetConnections Inc., has caused this
certificate to be signed by Scott C. Chandler, its Secretary, on this 11th
day of November 1998.
By: /s/ SCOTT C. CHANDLER
---------------------------------
Scott C. Chadler, Secretary
[SIGNATURE PAGE TO CORRECTED CERTIFICATE OF AMENDMENT]
<PAGE>
INTERCONNECTION, RESALE AND UNBUNDLING AGREEMENT
BETWEEN
GTE CALIFORNIA INCORPORATED
AND
ACI CORP.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I
SCOPE AND INTENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .I-1
ARTICLE II
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1. GENERAL DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1.1 "ACCESS SERVICE REQUEST" . . . . . . . . . . . . . . . . . . . . . . . II-1
1.2 "ACT". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1.3 "AFFILIATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1.4 "AMA". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1.5 "APPLICABLE LAW" . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
1.6 "AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM (ALI/DMS)" . II-1
1.7 "AUTOMATIC NUMBER IDENTIFICATION" OR "ANI" . . . . . . . . . . . . . . II-1
1.8 "BELLCORE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
1.9 "BILL-AND-KEEP ARRANGEMENT". . . . . . . . . . . . . . . . . . . . . . II-2
1.10 "BONA FIDE REQUEST (BFR)". . . . . . . . . . . . . . . . . . . . . . . II-2
1.11 "BUSINESS DAY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
1.12 "CENTRAL OFFICE SWITCH". . . . . . . . . . . . . . . . . . . . . . . . II-2
1.13 "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS) . . . . . . . . . . . II-2
1.14 "CLLI CODES" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
1.15 "COMMERCIAL MOBILE RADIO SERVICES" (CMRS). . . . . . . . . . . . . . . II-2
1.16 "COMMISSION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
1.17 "COMMON CHANNEL SIGNALING" OR "CCS". . . . . . . . . . . . . . . . . . II-3
1.18 "COMPETITIVE LOCAL EXCHANGE CARRIER" (CLEC). . . . . . . . . . . . . . II-3
1.19 "COMPLIANCE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.20 "CUSTOMER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.21 "CUSTOMER USAGE DATA". . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.22 "DS-1" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.23 "DS-3" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.24 "ELECTRONIC FILE TRANSFER" . . . . . . . . . . . . . . . . . . . . . . II-3
1.25 "EMR". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.26 "E-911 SERVICE". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.27 "EXCHANGE SERVICE" . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
1.28 "EIS" OR "EXPANDED INTERCONNECTION SERVICE". . . . . . . . . . . . . . II-3
1.29 "FACILITY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.30 "FCC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.31 "GENERATOR". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.32 "GTOC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.33 "GUIDE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.34 "HAZARDOUS CHEMICAL" . . . . . . . . . . . . . . . . . . . . . . . . . II-4
-i-
<PAGE>
<CAPTION>
<S> <C>
1.35 "HAZARDOUS WASTE". . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.36 "IMMINENT DANGER". . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
1.37 "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC). . . . . . . . . . . . . . . II-4
1.38 "INTERIM NUMBER PORTABILITY (INP)" . . . . . . . . . . . . . . . . . . II-5
1.39 "INTERCONNECTION POINT" ("IP") . . . . . . . . . . . . . . . . . . . . II-5
1.40 "ISDN USER PART (ISUP)". . . . . . . . . . . . . . . . . . . . . . . . II-5
1.41 "IXC" OR "INTEREXCHANGE CARRIER" . . . . . . . . . . . . . . . . . . . II-5
1.42 "INTERNETWORK FACILITIES" OR "INTERCONNECTION FACILITY". . . . . . . . II-5
1.43 "LATA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
1.44 "LINE INFORMATION DATA BASE (LIDB)". . . . . . . . . . . . . . . . . . II-5
1.45 "LINE SIDE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5
1.46 "LOCAL EXCHANGE CARRIER" OR "LEC". . . . . . . . . . . . . . . . . . . II-5
1.47 "LOCAL EXCHANGE ROUTING GUIDE" OR "LERG" . . . . . . . . . . . . . . . II-5
1.48 "LOCAL NUMBER PORTABILITY (LNP)" . . . . . . . . . . . . . . . . . . . II-6
1.49 "LOCAL TRAFFIC". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
1.50 "MDF" OR "MAIN DISTRIBUTION FRAME" . . . . . . . . . . . . . . . . . . II-6
1.51 "MEET-POINT BILLING" OR "MPB". . . . . . . . . . . . . . . . . . . . . II-6
1.52 "MECAB". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
1.53 "MECOD". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
1.54 "MID-SPAN FIBER MEET". . . . . . . . . . . . . . . . . . . . . . . . . II-6
1.55 "NANP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.56 "NETWORK ELEMENT". . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.57 "NID" OR "NETWORK INTERFACE DEVICE". . . . . . . . . . . . . . . . . . II-7
1.58 "NUMBERING PLAN AREA" OR "NPA" . . . . . . . . . . . . . . . . . . . . II-7
1.59 "NXX", "NXX CODE", "CENTRAL OFFICE CODE" OR "CO CODE". . . . . . . . . II-7
1.60 "911 SERVICE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.61 "OWNER AND OPERATOR" . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.62 "POI". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.63 "POLE ATTACHMENT". . . . . . . . . . . . . . . . . . . . . . . . . . . II-7
1.64 "PROVIDER" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
1.65 "PUBLIC SAFETY ANSWERING POINT" OR "PSAP". . . . . . . . . . . . . . . II-8
1.66 "RATE CENTER". . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
1.67 "RIGHT-OF-WAY" OR "ROW". . . . . . . . . . . . . . . . . . . . . . . . II-8
1.68 "ROUTING POINT". . . . . . . . . . . . . . . . . . . . . . . . . . . . II-8
1.69 "SERVICE CONTROL POINT" OR "SCP" . . . . . . . . . . . . . . . . . . . II-8
1.70 "SERVICE SWITCHING POINT" OR "SSP" . . . . . . . . . . . . . . . . . . II-8
1.71 "SIGNALING POINT" OR "SP". . . . . . . . . . . . . . . . . . . . . . . II-9
1.72 "SIGNALING SYSTEM 7" OR "SS7". . . . . . . . . . . . . . . . . . . . . II-9
1.73 "SIGNAL TRANSFER POINT" OR "STP" . . . . . . . . . . . . . . . . . . . II-9
1.74 "SUBSIDIARY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
1.75 "SYNCHRONOUS OPTICAL NETWORK" OR "SONET" . . . . . . . . . . . . . . . II-9
1.76 "SWITCHED ACCESS SERVICE". . . . . . . . . . . . . . . . . . . . . . . II-9
1.77 "TELECOMMUNICATIONS SERVICES". . . . . . . . . . . . . . . . . . . . . II-9
1.78 "THIRD PARTY CONTAMINATION". . . . . . . . . . . . . . . . . . . . . . II-9
1.79 "TRUNK SIDE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
-ii-
<PAGE>
<CAPTION>
<S> <C>
1.80 "UNDEFINED TERMS". . . . . . . . . . . . . . . . . . . . . . . . . . . II-9
1.81 "VERTICAL FEATURES" (INCLUDING "CLASS FEATURES") . . . . . . . . . . . II-9
1.82 "WIRE CENTER". . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-10
ARTICLE III
GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1
1. SCOPE OF GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .III-1
2. TERM AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1
2.1 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-1
2.2 POST-TERMINATION ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . .III-1
2.3 TERMINATION UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . .III-1
2.4 TERMINATION UPON SALE. . . . . . . . . . . . . . . . . . . . . . . . .III-1
2.5 LIABILITY UPON TERMINATION . . . . . . . . . . . . . . . . . . . . . .III-2
3. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
4. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
5. AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
6. RESPONSIBILITY FOR PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . .III-2
7. BILLING AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
7.1 DISPUTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-2
7.2 LATE PAYMENT CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . .III-3
7.3 DUE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3
7.4 AUDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3
8. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-3
9. CAPACITY PLANNING AND FORECASTING . . . . . . . . . . . . . . . . . . . . .III-3
10. COMPLIANCE WITH LAWS AND REGULATIONS. . . . . . . . . . . . . . . . . . . .III-4
11. CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .III-4
11.1 IDENTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-4
11.2 HANDLING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-4
11.3 EXCEPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
11.4 SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
12. CONSENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
13. COOPERATION ON FRAUD MINIMIZATION . . . . . . . . . . . . . . . . . . . . .III-5
-iii-
<PAGE>
<CAPTION>
<S> <C>
14. DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-5
14.1 ALTERNATIVE TO LITIGATION. . . . . . . . . . . . . . . . . . . . . . .III-5
14.2 NEGOTIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-6
14.3 ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-6
14.4 EXPEDITED ARBITRATION PROCEDURES . . . . . . . . . . . . . . . . . . .III-7
14.5 COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
14.6 CONTINUOUS SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
15. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
16. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
17. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-7
18. GOOD FAITH PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . . . . .III-8
19. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8
20. STANDARD PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8
21. HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .III-8
22. INDEPENDENT CONTRACTOR RELATIONSHIP . . . . . . . . . . . . . . . . . . . .III-8
23. LAW ENFORCEMENT INTERFACE . . . . . . . . . . . . . . . . . . . . . . . . .III-8
24. LIABILITY AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . .III-9
24.1 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .III-9
24.2 END USER AND CONTENT-RELATED CLAIMS. . . . . . . . . . . . . . . . . .III-9
24.3 DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-10
24.4 LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . III-10
24.5 INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . III-10
25. MULTIPLE COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . III-10
26. NO OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-10
27. NO THIRD PARTY BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . III-11
28. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-11
29. PROTECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12
29.1 IMPAIRMENT OF SERVICE. . . . . . . . . . . . . . . . . . . . . . . . III-12
29.2 RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12
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30. PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12
31. REGULATORY AGENCY CONTROL.. . . . . . . . . . . . . . . . . . . . . . . . III-12
32. (INTENTIONALLY LEFT BLANK). . . . . . . . . . . . . . . . . . . . . . . . III-12
33. EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-12
34. REGULATORY MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
35. RULE OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
36. SECTION REFERENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
37. SERVICE STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
38. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
39. SUBCONTRACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
40. SUBSEQUENT LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-13
41. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-14
42. TRADEMARKS AND TRADE NAMES. . . . . . . . . . . . . . . . . . . . . . . . III-14
43. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-15
44. ENVIRONMENTAL RESPONSIBILITY. . . . . . . . . . . . . . . . . . . . . . . III-15
45. TBD PRICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-16
46. AMENDMENT OF CERTAIN RATES,TERMS AND CONDITIONS . . . . . . . . . . . . . III-17
ARTICLE IV
GENERAL RULES GOVERNING RESOLD SERVICESAND UNBUNDLED ELEMENTS . . . . . . . IV-1
1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
2. LIABILITY OF GTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
2.1 INAPPLICABILITY OF TARIFF LIABILITY. . . . . . . . . . . . . . . . . . IV-1
2.2 ACI TARIFFS OR CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . IV-1
2.3 NO LIABILITY FOR ERRORS. . . . . . . . . . . . . . . . . . . . . . . . IV-1
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3. UNAUTHORIZED CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
3.1 PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-2
4. IMPACT OF PAYMENT OF CHARGES ON SERVICE . . . . . . . . . . . . . . . . . . IV-2
5. UNLAWFUL USE OF SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
6. TIMING OF MESSAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
7. PROCEDURES FOR PREORDERING, ORDERING, PROVISIONING, ETC.. . . . . . . . . . IV-3
8. CUSTOMER CONTACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-3
9. LETTER OF AUTHORIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . IV-4
ARTICLE V
INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC. . . . . . . . . . .V-1
1. SERVICES COVERED BY THIS ARTICLE. . . . . . . . . . . . . . . . . . . . . . .V-1
1.1 TYPES OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
1.2 SERVICE LOCATIONS FOR INTERCONNECTION SERVICES AND FACILITIES. . . . . .V-1
1.3 ADDITIONAL SERVICES OR SERVICE LOCATIONS . . . . . . . . . . . . . . . .V-1
2. BILLING AND RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
2.1 RATES AND CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
2.2 BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-1
3. TRANSPORT AND TERMINATION OF TRAFFIC. . . . . . . . . . . . . . . . . . . . .V-2
3.1 TRAFFIC TO BE EXCHANGED. . . . . . . . . . . . . . . . . . . . . . . . .V-2
3.2 COMPENSATION FOR EXCHANGE OF TRAFFIC . . . . . . . . . . . . . . . . . .V-2
3.3 TANDEM SWITCHING TRAFFIC . . . . . . . . . . . . . . . . . . . . . . . .V-3
3.4 INTER-TANDEM SWITCHING . . . . . . . . . . . . . . . . . . . . . . . . .V-4
4. DIRECT NETWORK INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . . .V-4
4.1 NETWORK INTERCONNECTION ARCHITECTURE . . . . . . . . . . . . . . . . . .V-4
4.2 COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-5
4.3 TRUNKING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .V-6
4.4 NETWORK REDESIGNS INITIATED BY GTE . . . . . . . . . . . . . . . . . . .V-7
4.5 INTERCONNECTION CALLING AND CALLED SCOPES FOR THE ACCESS TANDEM
INTERCONNECTION AND THE END OFFICE INTERCONNECTION . . . . . . . . . . .V-7
5. INDIRECT NETWORK INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . .V-8
6. NUMBER RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
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6.1 NUMBER ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
6.2 RATE CENTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
6.3 ROUTING POINTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-8
6.4 CODE AND NUMBERS ADMINISTRATION. . . . . . . . . . . . . . . . . . . . .V-8
6.5 PROGRAMMING SWITCHES . . . . . . . . . . . . . . . . . . . . . . . . . .V-9
7. NUMBER PORTABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .V-9
7.1 INTERIM NUMBER PORTABILITY (INP) . . . . . . . . . . . . . . . . . . . .V-9
7.2 LOCAL NUMBER PORTABILITY (LNP) . . . . . . . . . . . . . . . . . . . . .V-9
8. MEET-POINT BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-10
8.1 MEET-POINT ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . V-10
8.2 COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-11
9. COMMON CHANNEL SIGNALING. . . . . . . . . . . . . . . . . . . . . . . . . . V-11
9.1 SERVICE DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . V-11
9.2 SIGNALING PARAMETERS . . . . . . . . . . . . . . . . . . . . . . . . . V-11
9.3 PRIVACY INDICATORS . . . . . . . . . . . . . . . . . . . . . . . . . . V-11
9.4 CONNECTION THROUGH STP . . . . . . . . . . . . . . . . . . . . . . . . V-12
9.5 THIRD PARTY SIGNALING PROVIDERS. . . . . . . . . . . . . . . . . . . . V-12
9.6 MULTI-FREQUENCY SIGNALING. . . . . . . . . . . . . . . . . . . . . . . V-12
10. SERVICE QUALITY AND PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . V-12
11. NETWORK OUTAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-12
ARTICLE VI
RESALE OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1
ARTICLE VII
UNBUNDLED NETWORK ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .VII-1
1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1
2. UNBUNDLED NETWORK ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .VII-1
2.1 CATEGORIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1
2.2 PRICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-1
2.3 INTERCONNECTION TO UNBUNDLED ELEMENTS . . . . . . . . . . . . . .VII-1
2.4 SERVICE QUALITY . . . . . . . . . . . . . . . . . . . . . . . . .VII-2
3. NETWORK INTERFACE DEVICE. . . . . . . . . . . . . . . . . . . . . . . . . .VII-2
3.1 DIRECT CONNECTION . . . . . . . . . . . . . . . . . . . . . . . .VII-2
3.2 NID TO NID CONNECTION . . . . . . . . . . . . . . . . . . . . . .VII-3
3.3 REMOVAL OF CABLE PAIRS. . . . . . . . . . . . . . . . . . . . . .VII-3
3.4 MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-3
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4. LOOP ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-4
4.1 SERVICE DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . .VII-4
4.2 CATEGORIES OF LOOPS . . . . . . . . . . . . . . . . . . . . . . .VII-4
4.3 CONDITIONED LOOPS . . . . . . . . . . . . . . . . . . . . . . . .VII-5
4.4 FEATURES, FUNCTIONS, ATTRIBUTES . . . . . . . . . . . . . . . . .VII-5
4.5 LOOP CARRIER TECHNOLOGIES . . . . . . . . . . . . . . . . . . . .VII-6
4.6 UNBUNDLED LOOP FACILITY QUALIFICATION . . . . . . . . . . . . . .VII-7
4.7 COMPATIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8
4.8 SUBLOOPS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8
5. PORT AND LOCAL SWITCHING ELEMENTS . . . . . . . . . . . . . . . . . . . . .VII-8
5.1 PORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-8
5.2 PORTS AVAILABLE AS UNBUNDLED NETWORK ELEMENTS . . . . . . . . . .VII-9
5.3 PORT PRICES . . . . . . . . . . . . . . . . . . . . . . . . . . .VII-9
5.4 LOCAL SWITCHING . . . . . . . . . . . . . . . . . . . . . . . . .VII-9
5.5 COMPLIANCE WITH SECTION . . . . . . . . . . . . . . . . . . . . VII-10
5.6 SHARED TRANSPORT. . . . . . . . . . . . . . . . . . . . . . . . VII-10
6. DEDICATED TRANSPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-11
7. SS7 TRANSPORT AND SIGNALING . . . . . . . . . . . . . . . . . . . . . . . VII-12
8. LIDB SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-12
9. DATABASE 800-TYPE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . VII-12
10. OPERATOR SERVICES (OS) AND DIRECTORY ASSISTANCE (DA). . . . . . . . . . . VII-12
11. CUSTOMIZED ROUTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-13
12. ADVANCED INTELLIGENT NETWORK ACCESS (AIN) . . . . . . . . . . . . . . . . VII-14
13. NONDISCRIMINATION PROVISION AND SUPPORT . . . . . . . . . . . . . . . . . VII-14
14. PROVISIONING INTERVALS. . . . . . . . . . . . . . . . . . . . . . . . . . VII-14
15. DIRECTORY ASSISTANCE LISTING. . . . . . . . . . . . . . . . . . . . . . . VII-14
ARTICLE VIII
ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS. . . . . . . . . VIII-1
1. BONA FIDE REQUEST PROCESS . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
1.1 INTENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
1.2 PROCESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
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2. TRANSFER OF SERVICE ANNOUNCEMENTS . . . . . . . . . . . . . . . . . . . . VIII-1
3. MISDIRECTED CALLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
4. 911/E911 ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
4.1 DESCRIPTION OF SERVICE . . . . . . . . . . . . . . . . . . . . . . . VIII-2
4.2 TRANSPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
4.3 COOPERATION AND LEVEL OF PERFORMANCE . . . . . . . . . . . . . . . . VIII-2
4.4 BASIC 911 AND E911 GENERAL REQUIREMENTS. . . . . . . . . . . . . . . VIII-3
4.5 COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8
5. INFORMATION SERVICES TRAFFIC. . . . . . . . . . . . . . . . . . . . . . . VIII-8
5.1 ROUTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8
5.2 BILLING AND COLLECTION AND INFORMATION SERVICE PROVIDER (ISP)
REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-8
5.3 900-976 CALL BLOCKING. . . . . . . . . . . . . . . . . . . . . . . . VIII-9
5.4 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-9
6. TELEPHONE RELAY SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . VIII-9
7. DIRECTORY ASSISTANCE (DA) AND OPERATOR SERVICES (OS). . . . . . . . . . . VIII-9
7.1 DIRECTORY ASSISTANCE CALLS . . . . . . . . . . . . . . . . . . . . . VIII-9
7.2 OPERATOR SERVICES CALLS. . . . . . . . . . . . . . . . . . . . . . . VIII-9
8. DIRECTORY ASSISTANCE LISTINGS INFORMATION . . . . . . . . . . . . . . . .VIII-10
9. DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION . . . . . . . . . . . . . .VIII-10
10. BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT . . . . . . .VIII-11
11. SAG.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .VIII-11
12. DIALING FORMAT CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . .VIII-11
13. OPERATIONAL SUPPORT SYSTEMS (OSS) . . . . . . . . . . . . . . . . . . . .VIII-11
ARTICLE IX
COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
1. PHYSICAL COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
1.1 SPACE PLANNING . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
1.2 CONNECTION TO CUSTOMER LOOPS AND PORTS . . . . . . . . . . . . . . . . IX-1
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1.3 CONNECTION TO OTHER COLLOCATED CARRIERS. . . . . . . . . . . . . . . . IX-2
1.4 CHOICE OF VENDOR . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
1.5 MONITORING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
1.6 PHONE SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-2
1.7 INTRAOFFICE DIVERSITY. . . . . . . . . . . . . . . . . . . . . . . . . IX-2
1.8 NOTIFICATION OF MODIFICATIONS. . . . . . . . . . . . . . . . . . . . . IX-2
1.9 DRAWINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-3
1.10 CONSTRUCTION OF SPACE. . . . . . . . . . . . . . . . . . . . . . . . . IX-3
1.11 CONNECTION EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . IX-4
1.12 ACCESS TO ACI COLLOCATION SPACE. . . . . . . . . . . . . . . . . . . . IX-4
1.14 COMMON COLLOCATION SPACE . . . . . . . . . . . . . . . . . . . . . . . IX-5
2. ACCESS TO UNBUNDLED ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . IX-5
ARTICLE X
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY. . . . . . . . . . . . . .X-1
APPENDIX A
SERVICE MATRIX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
APPENDIX B
INTERCONNECTION, TELECOMMUNICATIONS SERVICESAND FACILITIES AGREEMENT. . . . .B-1
APPENDIX C
RATES AND CHARGES FORTRANSPORT AND TERMINATION OF TRAFFIC . . . . . . . . . .C-1
APPENDIX D
RATES AND CHARGES FOR INTERIM NUMBER PORTABILITY USING RCF. . . . . . . . . .D-1
APPENDIX E
(Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .E-1
APPENDIX F
PRICES FOR UNBUNDLED ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . .F-2
APPENDIX G
RATES AND CHARGES FOR 911/E911 ARRANGEMENTS . . . . . . . . . . . . . . . . .G-1
APPENDIX H
SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE . . . . . . . . . . .H-1
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APPENDIX I
(Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .I-1
APPENDIX J
(Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .J-1
APPENDIX K
(Reserved For Future Use) . . . . . . . . . . . . . . . . . . . . . . . . . .K-1
APPENDIX L
COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS . . . . . . . .L-1
APPENDIX 46A
GTE/ACI OPT-IN NEGOTIATION ISSUES MCI TERMS . . . . . . . . . . . . . . . .46A-1
APPENDIX 46B
GTE/ACI OPT-IN NEGOTIATION ISSUES GTE TERMS . . . . . . . . . . . . . . . .46B-1
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This Interconnection, Resale and Unbundling Agreement (the "Agreement"), is made
effective as of _______________, 199__, by and between GTE California
Incorporated, with its address for purposes of this Agreement at 600 Hidden
Ridge Drive, Irving, Texas 75038 ("GTE"), and ACI CORP. dba Accelerated
Connections, Inc., in its capacity as a certified provider of telecommunications
services ("ACI"), with its address for this Agreement at 8787 Complex Drive,
Suite 200, San Diego, California 92123 (GTE and ACI being referred to
collectively as the "Parties" and individually as a "Party"). This Agreement
covers services in the state of California only (the "State").
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
WHEREAS, the Parties desire to exchange such traffic and related signaling in a
technically and economically efficient manner at defined and mutually agreed
upon interconnection points; and
WHEREAS, the Parties wish to enter into an agreement to interconnect their
respective telecommunications networks on terms that are fair and equitable to
both Parties; and
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes
specific obligations on LECs 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 LEC
premises; and
WHEREAS, both Parties agree that: rates in this Agreement are those that
resulted from the arbitration of the MCI agreement, which is currently on
appeal; both Parties wish to avoid the expense and delay of arbitrating rates in
this Agreement; ACI is putting itself in the legal position of MCI with respect
to those rates in this Agreement that are drawn from the MCI arbitration; GTE is
fully preserving its legal positions, rights and remedies with respect to those
rates, and; the Parties will conform the rates in this Agreement to the results
of that appeal and any subsequent proceedings.
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, GTE and ACI hereby covenant and agree as follows:
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ARTICLE I
SCOPE AND INTENT OF AGREEMENT
Pursuant to this Agreement, the Parties will extend certain arrangements to
one another within each area in which they both operate within the State for
purposes of interconnection and the exchange of traffic between their
respective end user customers, and reciprocal access to poles, ducts,
conduits and rights-of-way. This Agreement also governs the purchase by ACI
of certain unbundled network elements from GTE, and the terms and conditions
of the collocation of certain equipment of ACI in the premises of GTE. This
Agreement will be submitted to the California Public Utilities Commission
(the "Commission") for approval. The Parties agree that their entrance into
this Agreement is without prejudice to and does not waive 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 and/or matters related to
GTE's cost recovery covered in this Agreement. ACI agrees to negotiate
nondiscriminatory terms and conditions for the provision of services and
facilities to GTE. GTE's execution of this Agreement is not a concession or
waiver in any manner concerning its position that certain of the rates
contained herein are unlawful, illegal and improper.
The services and facilities to be provided to ACI by GTE in satisfaction of
this Agreement may be provided pursuant to GTE tariffs and then current
practices. As to services and facilities, the terms of which are governed by
tariff pursuant to the terms of this Agreement, then modification to the
tariff terms will be deemed to be applicable to any rates, terms, and
conditions of this Agreement, unless otherwise specified herein in accordance
with Article III, Section 40. Should services and facilities, the terms of
which are defined in this Agreement (and not governed by tariff pursuant to
terms of this Agreement), be modified by an immediately effective Order,
including any modifications resulting from other Commission proceedings,
federal court review or other judicial action, the modifications will be
deemed to be applicable to any rates, terms, and conditions of this
Agreement, unless otherwise specified herein in accordance with Article III,
Section 40.
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ARTICLE II
DEFINITIONS
1. GENERAL DEFINITIONS. Except as otherwise specified herein, the following
definitions shall apply to all Articles and Appendices contained in this
Agreement. Additional definitions that are specific to the matters
covered in a particular Article may appear in that Article. To the
extent that there may be any conflict between a definition set forth in
this Article II and any definition in a specific Article or Appendix, the
definition set forth in the specific Article or Appendix shall control
with respect to that Article or Appendix.
1.1 "ACCESS SERVICE REQUEST" (ASR) means an industry standard form used by
the Parties to add, establish, change or disconnect services or trunks
for the purposes of Interconnection.
1.2 "ACT" means the Telecommunications Act of 1996, Public Law 104-104 of the
104th United States Congress effective February 8, 1996.
1.3 "AFFILIATE" of a Party means a person, corporation or other legal entity
that, directly or indirectly, owns or controls a Party, or is owned or
controlled by, or is under common ownership or control with a Party.
1.4 "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.
1.5 "APPLICABLE LAW" shall mean all laws, statutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits, and approvals of
any Governmental Authority, which apply or relate to the subject matter
of this Agreement.
1.6 "AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM (ALI/DMS)"
means 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
process subscriber access records into Automatic Location Identification
(ALI) records. From this database, records are forwarded to GTE's ALI
Gateway for downloading by local ALI database systems to be available for
retrieval in response to ANI from a 9-1-1 call. Also, from this
database, GTE will upload to its selective routers the selective router
ALI (SR/ALI) which is used to determine to which Public Safety Answering
Point ("PSAP") to route the call.
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1.7 "AUTOMATIC NUMBER IDENTIFICATION" OR "ANI" refers to the number
transmitted through the network identifying the calling party.
1.8 "BELLCORE" means an organization owned jointly by the Bell regional
holding companies and that may in the future be owned partially or
totally by other persons, that conducts research and development projects
for its owners, including development of new telecommunications services.
Bellcore also provides certain centralized technical and management
services for the regional holding companies and also provides generic
requirements for the telecommunications industry for products, services
and technologies.
1.9 "BILL-AND-KEEP ARRANGEMENT" means a compensation arrangement whereby the
Parties do not render bills to each other for the termination of local
traffic specified in this Agreement and whereby the Parties terminate
local exchange traffic originating from end-users served by the networks
of the other Party without explicit charging among or between said
carriers for such traffic exchange.
1.10 "BONA FIDE REQUEST (BFR)" process is intended to be used when requesting
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.
1.11 "BUSINESS DAY" shall mean Monday through Friday, except for holidays on
which the U.S. mail is not delivered.
1.12 "CENTRAL OFFICE SWITCH" means a switch used to provide telecommunications
services including (i) "END OFFICE SWITCHES" which are Class 5 switches
from which end user Exchange Services are directly connected and offered,
and (ii) "TANDEM OFFICE SWITCHES" which are Class 4 switches which are
used to connect and switch trunk circuits between and among central
office switches. Central office switches may be employed as combination
end office/tandem office switches (combination Class 5/Class 4).
1.13 "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS) means the billing record
and clearing house transport system that the Regional Bell Operating
Companies ("RBOCs") and other incumbent LECs use to efficiently exchange
out collects and in collects as well as Carrier Access Billing System
("CABS") records.
1.14 "CLLI CODES" means Common Language Location Identifier Codes.
1.15 "COMMERCIAL MOBILE RADIO SERVICES" (CMRS) means a radio communication
service between mobile stations or receivers and land stations, or by
mobile stations communicating among themselves that is provided for
profit and that
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makes interconnected service available to the public or to such classes
of eligible users as to be effectively available to a substantial
portion of the public.
1.16 "COMMISSION" means the California Public Utiltites Commission.
1.17 "COMMON CHANNEL SIGNALING" OR "CCS" means a high-speed specialized
packet-switched communications network that is separate (out-of-band)
from the public packet-switched and message networks. CCS carries
addressed signaling messages for individual trunk circuits and/or
database-related services between Signaling Points in the CCS network
using SS7 signaling protocol.
1.18 "COMPETITIVE LOCAL EXCHANGE CARRIER" (CLEC) means any company or person
authorized to provide local exchange services in competition with an
ILEC.
1.19 "COMPLIANCE" means environmental and safety laws and regulations are
based upon a federal regulatory framework, with certain responsibilities
delegated to the States. An environmental/safety compliance program may
include review of applicable laws/regulations, development of written
procedures, training of employees and auditing.
1.20 "CUSTOMER" may mean GTE or ACI depending on the context and which Party
is receiving the service from the other Party.
1.21 "CUSTOMER USAGE DATA" means that the local telecommunications services
usage data of a ACI customer, measured in minutes, sub-minute increments,
message units, or otherwise, that is recorded and exchanged by the
Parties.
1.22 "DS-1" is a digital signal rate of 1.544 Mbps.
1.23 "DS-3" is a digital signal rate of 44.736 Mbps.
1.24 "ELECTRONIC FILE TRANSFER" refers to a system or process which utilizes
an electronic format and protocol to send/receive data files.
1.25 "EMR" means the Exchange Message Record which is an industry standard
record used to exchange telecommunications message information among
CLECs for billable, non-billable, sample, settlement and study data. EMR
format is defined in BR-010-200-010 CRIS Exchange Message Record,
published by Bellcore and which defines the industry standard for
exchange message records.
1.26 "E-911 SERVICE" is a method of routing 911 calls to a Public Service
Answering Point that uses a customer location database to determine the
location to
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which a call should be routed. E-9-1-1 service includes the forwarding
of the caller's Automatic Number Identification (ANI) to the PSAP where
the ANI is used to retrieve and display the Automatic Location
Identification (ALI) on a terminal screen at the answering Attendant's
position. It usually includes selective routing.
1.27 "EXCHANGE SERVICE" shall be defined as set forth in the Act.
1.28 "EIS" OR "EXPANDED INTERCONNECTION SERVICE" means a service that provides
interconnecting carriers with the capability to terminate basic
transmission facilities, including optical terminating equipment and
multiplexers, at GTE's wire centers and access tandems and interconnect
those facilities with the facilities of GTE. Microwave is available on a
case-by-case basis where feasible.
1.29 "FACILITY" means all buildings, equipment, structures and other items
located on a single site or contiguous or adjacent sites owned or
operated by the same persons or person as used in Article III, Section
44.
1.30 "FCC" means the Federal Communications Commission.
1.31 "GENERATOR" means under Resource Conservation Recovery Act (RCRA), the
person whose act produces a hazardous waste (40 CFR 261) or whose act
first causes a hazardous waste to become subject to regulation. The
generator is legally responsible for the proper management and disposal
of hazardous wastes in accordance with regulations.
1.32 "GTOC" means GTE Telephone Operating Company.
1.33 "GUIDE" means the GTE Open Market Transition Order/Processing Guide/ALEC
Customer Guide, which contains GTE's operating procedures for ordering,
provisioning, trouble reporting and repair for resold services and
unbundled elements. Except as specifically provided otherwise in this
Agreement, service ordering, provisioning, billing and maintenance shall
be governed by the "Guide" which may be amended from time to time by GTE
as needed. GTE will provide notification to ACI at least 30 days in
advance of implementing any material changes in procedures contained in
the Guide. Notification may be accomplished via industry standard
notification processes, GTE's Internet site, or other means.
1.34 "HAZARDOUS CHEMICAL" means as defined in the U.S. Occupational Safety and
Health (OSHA) hazard communication standard (29 CFR 1910.1200), any
chemical which is a health hazard or physical hazard.
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1.35 "HAZARDOUS WASTE" means as described in Resource Conservation and
Recovery Act (RCRA), a solid waste(s) which may cause, or significantly
contribute to an increase in mortality or illness or pose a substantial
hazard to human health or the environment when improperly treated,
stored, transported or disposed of or otherwise managed because of its
quantity, concentration or physical or chemical characteristics.
1.36 "IMMINENT DANGER" means as described in the Occupational Safety and
Health Act and expanded for environmental matters, any conditions or
practices at a facility which are such that a danger exists which could
reasonably be expected to cause death or serious harm or significant
damage to the environment or natural resources.
1.37 "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC) means any local exchange
carrier that was as of February 8, 1996, deemed to be a member of the
Exchange Carrier Association as set forth in 47 C.F.R. Section 69.601(b)
of the FCC's regulations.
1.38 "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.
1.39 "INTERCONNECTION POINT" ("IP") means the physical point on the network
where the two parties interconnect. The "IP" is the demarcation point
between ownership of the transmission facility.
1.40 "ISDN USER PART (ISUP)" means a part of the SS7 protocol that defines
call setup messages and call takedown messages.
1.41 "IXC" OR "INTEREXCHANGE CARRIER" means a telecommunications service
provider authorized by the FCC to provide interstate long distance
communications services between LATAs and are authorized by the State to
provide inter- and/or intraLATA long distance communications services
within the State.
1.42 "INTERNETWORK FACILITIES" OR "INTERCONNECTION FACILITY" means the
physical connection of separate pieces of equipment, transmission
facilities, etc., within, between and among networks, for the
transmission and routing of exchange service and exchange access.
1.43 "LATA" means Local Access and Transport Area. A LATA denotes a
geographic area for the provision and administration of communications
service; I.E., intraLATA or interLATA.
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1.44 "LINE INFORMATION DATA BASE (LIDB)" means one or all, as the context may
require, of the Line Information databases owned individually by GTE and
other entities which provide, among other things, calling card validation
functionality for telephone line number cards issued by GTE and other
entities. A LIDB also contains validation data for collect and third
number-billed calls; i.e., Billed Number Screening.
1.45 "LINE SIDE" refers to an end office switch connection that has been
programmed to treat the circuit as a local line connected to an ordinary
telephone station set. Line side connections offer only those
transmission and signaling features appropriate for a connection between
an end office and an ordinary telephone set.
1.46 "LOCAL EXCHANGE CARRIER" OR "LEC" means any company certified by the
Commission to provide local exchange telecommunications service. This
includes the Parties to this Agreement.
1.47 "LOCAL EXCHANGE ROUTING GUIDE" OR "LERG" means the Bellcore reference
customarily used to identify NPA-NXX routing and homing information, as
well as network element and equipment designation.
1.48 "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.
1.49 "LOCAL TRAFFIC" means traffic that is originated by an end user of one
Party and terminates to the end user of the other Party within GTE's then
current local serving area, including mandatory local calling scope
arrangements. A mandatory local calling scope arrangement is an
arrangement that provides end users a local calling scope, Extended Area
Service ("EAS"), 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." Local Traffic excludes Information Service
Providers ("ISP") traffic (E.G., Internet, paging, 900-976, etc.).
1.50 "MDF" OR "MAIN DISTRIBUTION FRAME" means the distribution frame used to
interconnect cable pairs and line trunk equipment terminating on a
switching system.
1.51 "MEET-POINT BILLING" OR "MPB" refers to an arrangement whereby two LECs
jointly provide the transport element of a switched access service to one
of the
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LEC's end office switches, with each LEC receiving an appropriate
share of the transport element revenues as defined by their effective
access tariffs.
1.52 "MECAB" refers to 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 access service provided by two or more LECs, or by one LEC in two
or more states within a single LATA.
1.53 "MECOD" refers to the MULTIPLE EXCHANGE CARRIERS ORDERING AND DESIGN
("MECOD") GUIDELINES FOR ACCESS SERVICES - INDUSTRY SUPPORT INTERFACE, a
document developed by the Ordering/Provisioning Committee under the
auspices of the Ordering and Billing Forum ("OBF"), which functions under
the auspices of the Carrier Liaison Committee ("CLC") of the Alliance for
Telecommunications Industry Solutions ("ATIS"). The MECOD document,
published by Bellcore as Special Report SR-STS-002643, establish methods
for processing orders for access service which is to be provided by two
or more LECs.
1.54 "MID-SPAN FIBER MEET" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon
POI.
1.55 "NANP" means the "North American Numbering Plan", the system of telephone
numbering employed in the United States, Canada, and the Caribbean
countries that employ NPA 809.
1.56 "NETWORK 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.
1.57 "NID" OR "NETWORK INTERFACE DEVICE" means the point of demarcation
between the end user's inside wiring and GTE's facilities.
1.58 "NUMBERING PLAN AREA" OR "NPA" is also sometimes referred to as an area
code. This is the three digit indicator which 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 NPAs" and "NON-GEOGRAPHIC NPAs". A
Geographic NPA is
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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 pecialized
telecommunications service which may be provided across multiple
geographic NPA areas. 800, 900, 700, and 888 are examples of
Non-Geographic NPAs.
1.59 "NXX", "NXX CODE", "CENTRAL OFFICE CODE" OR "CO CODE" is the three digit
switch entity indicator which is defined by the "D", "E", and "F" digits
of a 10-digit telephone number within the NANP. Each NXX Code contains
10,000 station numbers.
1.60 "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 correct authority designated to receive such
calls.
1.61 "OWNER AND OPERATOR" means as used in OSHA regulations, owner is the
legal entity, including a lessee, which exercises control over management
and record keeping functions relating to a building or facility. As used
in the Resource Conservation and Recovery Act (RCRA), operator means the
person responsible for the overall (or part of the) operations of a
facility.
1.62 "POI" means Point of Interconnection designated for routing of local
interconnection trunks.
1.63 "POLE ATTACHMENT" has the meaning as set forth in Article X and APPENDIX
J of this Agreement.
1.64 "PROVIDER" may mean GTE or ACI depending on the context and which Party
is providing the service to the other Party.
1.65 "PUBLIC SAFETY ANSWERING POINT" OR "PSAP" means an answering location for
9-1-1 calls originating in a given area. A PSAP may be designated 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.
PSAPs are staffed by employees of Emergency Response Agencies ("ERAs")
such as police, fire or emergency medical agencies or by employees of a
common bureau serving a group of such entities.
1.66 "RATE CENTER" means the specific geographic point and corresponding
geographic area that are associated with one or more particular NPA-NXX
Codes that have been assigned to a LEC for its provision of Exchange
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Services. The geographic point is identified by a specific Vertical and
Horizontal (V&H) coordinate that is used to calculate distance-sensitive
end user traffic to/from the particular NPA-NXXs associated with the
specific Rate Center.
1.67 "RIGHT-OF-WAY" OR "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.
1.68 "ROUTING POINT" denotes a location that a LEC has designated on its
network as the homing (routing) point for traffic that terminates to
Exchange Services provided by the LEC that bear a certain NPA-NXX
designation. The Routing Point is used to calculate airline mileage for
the distance-sensitive transport element charges of Switched Access
Services. Pursuant to Bellcore Practice BR795-100-100, the Routing Point
may be an end office location, or a "LEC Consortium Point of
Interconnection." The Routing Point must be in the same LATA as the
associated NPA-NXX.
1.69 "SERVICE CONTROL POINT" OR "SCP" is the node in the 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 the SSP, performs subscriber or
application-specific service logic, and then sends instructions back to
the SSP on how to continue call processing.
1.70 "SERVICE SWITCHING POINT" OR "SSP" means a Signaling Point that can
launch queries to databases and receive/interpret responses used to
provide specific customer services.
1.71 "SIGNALING POINT" OR "SP" means a node in the CCS network that originates
and/or receives signaling messages, or transfers signaling messages from
one signaling link to another, or both.
1.72 "SIGNALING SYSTEM 7" OR "SS7" means the signaling protocol, Version 7, of
the CCS network, based upon American National Standards Institute
("ANSI") standards.
1.73 "SIGNAL TRANSFER POINT" OR "STP" means a packet switch in the CCS
network that is used to route signaling messages among SSPs, SCPs and
other STPs in order to set up calls and to query databases for advanced
services. GTE's network includes mated pairs of local and regional STPs.
STPs are provided in pairs for redundancy. GTE STPs conform to ANSI
T1.111-8 standards.
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1.74 "SUBSIDIARY" of a Party means a corporation or other legal entity that is
majority owned by such Party.
1.75 "SYNCHRONOUS OPTICAL NETWORK" OR "SONET" means synchronous electrical
("STS") or optical channel ("OC") connections between LECs.
1.76 "SWITCHED ACCESS SERVICE" means the offering of facilities for the
purpose of the origination or termination of traffic to or from Exchange
Service customers in a given area pursuant to a switched access tariff.
Switched Access Services include: Feature Group A, Feature Group B,
Feature Group C, Feature Group D, 800 access and 900 access services.
1.77 "TELECOMMUNICATIONS SERVICES" 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.
1.78 "THIRD PARTY CONTAMINATION" means environmental pollution that is not
generated by the LEC or CLEC but results from off-site activities
impacting a facility.
1.79 "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, to 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.
1.80 "UNDEFINED TERMS" means the Parties acknowledge that terms may appear in
this Agreement which are not defined and agree that any such terms shall
be construed in accordance with their customary usage in the
telecommunications industry as of the effective date of this Agreement.
1.81 "VERTICAL FEATURES" (INCLUDING "CLASS FEATURES") means vertical services
and switch functionalities provided by GTE, including: Automatic Call
Back; Automatic Recall; Call Forwarding Busy Line/Don't Answer; Call
Forwarding Don't Answer; Call Forwarding Variable; Call Forwarding - Busy
Line; Call Trace; Call Waiting; Call Number Delivery Blocking Per Call;
Calling Number Blocking Per Line; Cancel Call Waiting; Distinctive
Ringing/Call Waiting; Incoming Call Line Identification Delivery;
Selective Call Forward; Selective Call Rejection; Speed Calling; and
Three Way Calling/Call Transfer.
1.82 "WIRE CENTER" means a building or space within a building that serves as
an aggregation point on a LEC's network, where transmission facilities
and circuits are connected or switched. "Wire center" can also denote a
building in which
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one or more Central Offices, used for the provision of exchange services
and access services, are located.
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ARTICLE III
GENERAL PROVISIONS
1. SCOPE OF GENERAL PROVISIONS. Except as may otherwise be set forth in a
particular Article or Appendix of this Agreement, in which case the
provisions of such Article or Appendix shall control, these General
Provisions apply to all Articles and Appendices of this Agreement.
2. TERM AND TERMINATION.
2.1 TERM. Subject to the termination provisions contained in this Agreement,
the term of this Agreement shall be two (2) years from the effective date
referenced in the first paragraph of this Agreement and shall continue in
effect for consecutive one (1) year terms until 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. In the event notice is given less than 90 calendar days
prior to the end of the current term, this Agreement shall remain in
effect for 90 calendar days after such notice is received, provided, that
in no case shall the term be extended beyond 90 calendar days after the
end of the current term.
2.2 POST-TERMINATION ARRANGEMENTS. Except in the case of termination as a
result of either Party's default or a termination upon sale, for service
arrangements made available under this Agreement and existing at the time
of termination, those arrangements may continue without interruption
(a) under a new agreement voluntarily executed by the Parties; (b) standard
terms and conditions approved and made generally effective by the
Commission, if any; (c) tariff terms and conditions made generally
available to all CLECs; or (d) any rights under Section 252(i) of the
Act.
2.3 TERMINATION UPON DEFAULT. Either Party may terminate this Agreement in
whole or in part in the event of a default by the other Party; PROVIDED
HOWEVER, that the non-defaulting Party notifies the defaulting party in
writing of the alleged default and that the defaulting Party does not
cure the alleged default within sixty (60) calendar days of receipt of
written notice thereof. Default is defined to include:
(a) A Party's insolvency or the initiation of bankruptcy or
receivership proceedings by or against the Party; or
(b) A Party's refusal or failure in any material respect properly to
perform its obligations under this Agreement, or the violation any
of the material terms or conditions of this Agreement.
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2.4 TERMINATION UPON SALE. Notwithstanding anything to the contrary
contained herein, a Party may terminate this Agreement as to a specific
operating area or portion thereof of such Party if such Party sells or
otherwise transfers the area or portion thereof. The Party shall provide
the other Party with at least ninety (90) calendar days' prior written
notice of such termination, which shall be effective on the date
specified in the notice. Notwithstanding termination of this Agreement
as to a specific operating area, this Agreement shall remain in full
force and effect in the remaining operating areas.
2.5 LIABILITY UPON TERMINATION. Termination of this Agreement, or any part
hereof, for any cause shall not release either Party from any liability
which at the time of termination had already accrued to the other Party
or which thereafter accrues in any respect to any act or omission
occurring prior to the termination or from an obligation which is
expressly stated in this Agreement to survive termination.
3. AMENDMENTS. Any amendment, modification, or supplement to this Agreement
must be in writing and signed by an authorized representative of each
Party. The term "this Agreement" shall include future amendments,
modifications, and supplements.
4. 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 immediately preceding such assignment, a Subsidiary
or Affiliate of that Party without consent, but with written
notification. Consent for assignment will not be unreasonably withheld.
The effectiveness of an assignment shall be conditioned upon the
assignee's written assumption of the rights, obligations, and duties of
the assigning Party.
5. AUTHORITY. Each person whose signature appears on this Agreement
represents and warrants that he or she has authority to bind the Party on
whose behalf he or she has executed this Agreement.
6. RESPONSIBILITY FOR PAYMENT. All charges for Services provided under this
Agreement will be billed to ACI, including all applicable taxes and
surcharges. In addition, the End User Common Line (EUCL) Charge from
GTOC Tariff FCC No. 1 is applicable to Resold Services. ACI is
responsible for payment of charges billed regardless of any billing
arrangements or situation between ACI and its end user customer.
7. BILLING AND PAYMENT. Except as provided elsewhere in this Agreement and
where applicable, in conformance with MECAB and MECOD guidelines, ACI
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and GTE agree to exchange all information to accurately, reliably, and
properly bill for features, functions and services rendered under this
Agreement.
7.1 DISPUTE. If one Party disputes a billing statement issued by the other
Party, the billed Party shall notify Provider in writing regarding the
nature and the basis of the dispute within six (6) months of the
statement date or the dispute shall be waived. The Parties shall
diligently work toward resolution of all billing issues.
7.2 LATE PAYMENT CHARGE. If any undisputed amount due on the billing
statement is not received by Provider on the payment due date, Provider
may charge, and Customer agrees to pay, at Provider's option, interest on
the past due balance at a rate equal to the lesser of the interest rates
set forth in the applicable GTE/Contel state access tariffs or the
GTOC/GSTC FCC No. 1 tariff, one and one-half percent (1 1/2%) per month or
the maximum nonusurious rate of interest under applicable law. Late
payment charges shall be included on the next statement.
7.3 DUE DATE. Payment is due 30 calendar days from the bill date.
7.4 AUDITS. Either Party may conduct an audit of the other Party's books and
records pertaining to the Services provided under this Agreement, no more
frequently than once per twelve (12) month period, to evaluate the other
Party's accuracy of billing, data and invoicing in accordance with this
Agreement. Any audit shall be performed as follows: (i) following at
least thirty (30) Business Days' prior written notice to the audited
Party; (ii) subject to the reasonable scheduling requirements and
limitations of the audited Party: (iii) at the auditing Party's sole cost
and expense; (iv) of a reasonable scope and duration; (v) in a manner so
as not to interfere with the audited Party's business operations; and
(vi) in compliance with the audited Party's security rules.
8. BINDING EFFECT. This Agreement shall be binding on and inure to the
benefit of the respective successors and permitted assigns of the
Parties.
9. CAPACITY PLANNING AND FORECASTING. Within thirty (30) days from the
Effective Date of this Agreement, the Parties agree to have met and
developed joint planning and forecasting responsibilities which are
applicable to Local Services, including Features, Network Elements, INP,
Interconnection Services, Collocation, Poles, Conduits and Rights of Way
(ROW). Such responsibilities shall include but are not limited to the
following:
(a) The Parties will establish periodic reviews of network and
technology plans and will notify one another no later than six (6)
months in advance of changes that would impact either Party's
provision of services.
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(b) ACI will furnish to GTE information that provides for state-wide
annual forecasts of order activity, in-service quantity forecasts,
and facility/demand forecasts.
(c) The Parties will develop joint forecasting responsibilities for
traffic utilization over trunk groups and yearly forecasted trunk
quantities.
(d) ACI shall notify GTE promptly of changes to current forecasts
(increase or decrease) that generate a shift in the demand curve
for the following forecasting period.
10. COMPLIANCE WITH LAWS AND REGULATIONS. Each Party shall comply with all
federal, state, and local statutes, regulations, rules, ordinances,
judicial decisions, and administrative rulings applicable to its
performance under this Agreement.
11. CONFIDENTIAL INFORMATION.
11.1 IDENTIFICATION. Either Party may disclose to the other proprietary or
confidential customer, technical, or business information in written,
graphic, oral or other tangible or intangible forms ("Confidential
Information"). In order for information to be considered Confidential
Information under this Agreement, it must be marked "Confidential" or
"Proprietary," or bear a marking of similar import if in written or
graphic form, or be identified as confidential at the time of disclosure
if oral. Orally or visually disclosed information shall be deemed
Confidential Information only if contemporaneously identified as such and
reduced to writing and delivered to the other Party with a statement or
marking of confidentiality within thirty (30) calendar days after oral or
visual disclosure.
Notwithstanding the foregoing, preorders and all orders for Services or
network elements placed by ACI pursuant to this Agreement, and
information that would constitute customer proprietary network
information of ACI end user customers pursuant to the Act and the rules
and regulations of the FCC, as well as recorded usage information with
respect to ACI end users, whether disclosed by ACI to GTE or otherwise
acquired by GTE in the course of its performance under this Agreement,
and where GTE is the NANP Number Plan Administrator, ACI information
submitted to GTE in connection with such responsibilities shall be deemed
Confidential Information of ACI for all purposes under this Agreement
whether or not specifically marked or designated as confidential or
proprietary.
11.2 HANDLING. In order to protect such Confidential Information from
improper disclosure, each Party agrees:
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(a) That all Confidential Information shall be and shall remain the
exclusive property of the source;
(b) To limit access to such Confidential Information to authorized
employees who have a need to know the Confidential Information for
performance of this Agreement;
(c) To keep such Confidential Information confidential and to use the
same level of care to prevent disclosure or unauthorized use of
the received Confidential Information as it exercises in
protecting its own Confidential Information of a similar nature;
(d) Not to copy, publish, or disclose such Confidential Information to
others or authorize anyone else to copy, publish, or disclose such
Confidential Information to others without the prior written
approval of the source;
(e) To return promptly any copies of such Confidential Information to
the source at its request; and
(f) To use such Confidential Information only for purposes of
fulfilling work or services performed hereunder and for other
purposes only upon such terms as may be agreed upon between the
Parties in writing.
(g) Neither Party's retail operations shall have access to, know of,
be permitted to obtain, be provided with, obtain disclosure about
or otherwise have communicated to it any information defined as
Confidential Information.
11.3 EXCEPTIONS. These obligations shall not apply to any Confidential
Information that was legally in the recipient's possession prior to
receipt from the source, was received in good faith from a Third Party
not subject to a confidential obligation to the source, now is or later
becomes publicly known through no breach of confidential obligation by
the recipient, was developed by the recipient without the developing
persons having access to any of the Confidential Information received in
confidence from the source, or that is required to be disclosed pursuant
to subpoena or other process issued by a court or administrative agency
having appropriate jurisdiction, provided, however, that the recipient
shall give prior notice to the source and shall reasonably cooperate if
the source deems it necessary to seek protective arrangements.
11.4 SURVIVAL. The obligation of confidentiality and use with respect to
Confidential Information disclosed by one Party to the other shall
survive any termination of this Agreement for a period of three (3) years
from the date of the initial disclosure of the Confidential Information.
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12. CONSENT. Where consent, approval, or mutual agreement is required of a
Party, it shall not be unreasonably withheld or delayed.
13. COOPERATION ON FRAUD MINIMIZATION. ACI assumes responsibility for all
fraud associated with its end user customers and accounts. GTE shall
have no responsibility for, nor is it required to investigate or make
adjustments to ACI's account in cases of fraud. The Parties agree that
they shall cooperate with one another to resolve cases of fraud. The
Parties' fraud minimization procedures are to be cost effective and
implemented so as not to unduly burden or harm one Party as compared to
the other.
14. DISPUTE RESOLUTION.
14.1 ALTERNATIVE TO LITIGATION. Except as provided under Section 252 of the
Act with respect to the approval of this Agreement by the Commission, the
Parties desire to resolve disputes arising out of or relating to this
Agreement without litigation. Accordingly, except for action seeking a
temporary restraining order or an injunction related to the purposes of
this Agreement, or suit to compel compliance with this dispute resolution
process, the Parties agree to use the following alternative dispute
resolution procedures as their sole remedy with respect to any
controversy or claim arising out of or relating to this Agreement or its
breach. Nothing in this section shall be construed to divest the
Commission or the FCC of any jurisdiction they otherwise have over
matters of public policy or interpretation of, and compliance with, state
or federal law, and either Party may seek redress from the Commission or
FCC to resolve such matters, as provided by state or federal law.
14.2 NEGOTIATIONS. At the written request of a Party, each Party will appoint
a knowledgeable, responsible representative to meet and negotiate in good
faith to resolve any dispute arising out of or relating to this
Agreement. The Parties intend that these negotiations be conducted by
non-lawyer, business representatives. The location, format, frequency,
duration, and conclusion of these discussions shall be left to the
discretion of the representatives. Upon agreement, the representatives
may utilize other alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and correspondence
among the representatives for purposes of these negotiations shall be
treated as confidential information developed for purposes of settlement,
exempt from discovery, and shall not be admissible in the arbitration
described below or in any lawsuit without the concurrence of all Parties.
Documents identified in or provided with such communications, which are
not prepared for purposes of the negotiations, are not so exempted and
may, if otherwise discoverable, be discovered or otherwise admissible, be
admitted in evidence, in the arbitration or lawsuit.
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14.3 ARBITRATION. If the negotiations do not resolve the dispute within sixty
(60) Business Days of the initial written request, the dispute shall be
submitted to binding arbitration by a single arbitrator pursuant to the
Commercial Arbitration Rules of the American Arbitration Association
except that the Parties may select an arbitrator outside American
Arbitration Association rules upon mutual agreement. A Party may demand
such arbitration in accordance with the procedures set out in those
rules. Discovery shall be controlled by the arbitrator and shall be
permitted to the extent set out in this section. Each Party may submit
in writing to a Party, and that Party shall so respond to, a maximum of
any combination of thirty-five (35) (none of which may have subparts) of
the following: interrogatories, demands to produce documents, or requests
for admission. Each Party is also entitled to take the oral deposition
of one individual of another Party. Additional discovery may be
permitted upon mutual agreement of the Parties. The arbitration hearing
shall be commenced within sixty (60) Business Days of the demand for
arbitration. The arbitration shall be held in a mutually agreeable city.
The arbitrator shall control the scheduling so as to process the matter
expeditiously. The Parties may submit written briefs. The arbitrator
shall rule on the dispute by issuing a written opinion within thirty (30)
Business Days after the close of hearings. The times specified in this
section may be extended upon mutual agreement of the Parties or by the
arbitrator upon a showing of good cause. Judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.
14.4 EXPEDITED ARBITRATION PROCEDURES. If the issue to be resolved through
the negotiations referenced in Section 14.2 directly and materially
affects service to either Party's end user customers, then the period of
resolution of the dispute through negotiations before the dispute is to
be submitted to binding arbitration shall be five (5) Business Days.
Once such a service affecting dispute is submitted to arbitration, the
arbitration shall be conducted pursuant to the expedited procedures rules
of the Commercial Arbitration Rules of the American Arbitration
Association (i.e., rules 53 through 57).
14.5 COSTS. Each Party shall bear its own costs of these procedures. A Party
seeking discovery shall reimburse the responding Party the costs of
production of documents (including search time and reproduction costs).
The Parties shall equally split the fees of the arbitration and the
arbitrator.
14.6 CONTINUOUS SERVICE. The Parties shall continue providing services to
each other during the pendency of any dispute resolution procedure, and
the Parties shall continue to perform their obligations (including making
payments in accordance with Article IV, Section 4) in accordance with
this Agreement.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
Parties pertaining to the subject matter of this Agreement and supersedes
all
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prior agreements, negotiations, proposals, and representations, whether
written or oral, and all contemporaneous oral agreements, negotiations,
proposals, and representations concerning such subject matter. No
representations, understandings, agreements, or warranties, expressed or
implied, have been made or relied upon in the making of this Agreement
other than those specifically set forth herein.
16. EXPENSES. Except as specifically set out in this Agreement, each Party
shall be solely responsible for its own expenses involved in all
activities related to the subject of this Agreement.
17. FORCE MAJEURE. In the event performance of this Agreement, or any
obligation hereunder, is either directly or indirectly prevented,
restricted, or interfered with by reason of fire, flood, earthquake or
likes acts of God, wars, revolution, civil commotion, explosion, acts of
public enemy, embargo, acts of the government in its sovereign capacity,
labor difficulties, including without limitation, strikes, slowdowns,
picketing, or boycotts, unavailability of equipment from vendor, changes
requested by Customer, or any other circumstances beyond the reasonable
control and without the fault or negligence of the Party affected, the
Party affected, upon giving prompt notice to the other party, shall be
excused from such performance on a day-to-day basis to the extent of such
prevention, restriction, or interference (and the other Party shall
likewise be excused from performance of its obligations on a day-to-day
basis until the delay, restriction or interference has ceased); PROVIDED
HOWEVER, that the Party so affected shall use diligent efforts to avoid
or remove such causes of nonperformance and both Parties shall proceed
whenever such causes are removed or cease.
18. GOOD FAITH PERFORMANCE. In the performance of their obligations under
this Agreement, the Parties shall act in good faith. In situations in
which notice, consent, approval or similar action by a Party is permitted
or required by any provision of this Agreement, such action shall not be
unreasonably delayed, withheld or conditioned.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the state where the Services are
provided or the facilities reside and shall be subject to the exclusive
jurisdiction of the courts therein.
20. STANDARD PRACTICES. The Parties acknowledge that GTE shall be adopting
some industry standard approaches and/or establishing its own standard
approaches to various requirements, such as preordering, ordering,
provisioning, and billing procedures, hereunder applicable to CLEC
industry which may be added in the Guide. ACI agrees that GTE may
implement such approaches under this Agreement. A copy has been provided
to ACI and is incorporated by reference into this Agreement. GTE will
provide at least 30 days advanced notification of
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any material changes in procedures contained in the Guide. Notification
may be accomplished via industry standard notification processes, GTE's
Internet site, or other means.
21. HEADINGS. The headings in this Agreement are inserted for convenience
and identification only and shall not be considered in the interpretation
of this Agreement.
22. INDEPENDENT CONTRACTOR RELATIONSHIP. The persons provided by each Party
shall be solely that Party's employees and shall be under the sole and
exclusive direction and control of that Party. They shall not be
considered employees of the other Party for any purpose. Each Party
shall remain an independent contractor with respect to the other and
shall be responsible for compliance with all laws, rules and regulations
involving, but not limited to, employment of labor, hours of labor,
health and safety, working conditions and payment of wages. Each Party
shall also be responsible for payment of taxes, including federal, state
and municipal taxes, chargeable or assessed with respect to its employees,
such as Social Security, unemployment, workers' compensation, disability
insurance, and federal and state withholding. Each Party shall indemnify
the other for any loss, damage, liability, claim, demand, or penalty that
may be sustained by reason of its failure to comply with this provision.
23. LAW ENFORCEMENT INTERFACE.
23.1 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 assistance to law enforcement persons for emergency traps, assistance
involving emergency traces and emergency information retrieval on customer
invoked CLASS services, including, without limitation, call traces
requested by ACI.
23.2 GTE agrees to work jointly with ACI in security matters to support law
enforcement agency requirements for taps, traces, court orders, etc.
Charges for providing such services for ACI Customers will be billed to
ACI.
23.3 GTE will, in non emergency situations, inform the requesting law
enforcement agencies that the end-user to be wire tapped, traced, etc. is
a ACI Customer and shall refer them to ACI.
24. LIABILITY AND INDEMNITY.
24.1 INDEMNIFICATION. Subject to the limitations set forth in Section 24.4 of
this Article III, each Party agrees to release, indemnify, defend, and
hold harmless the other Party from all losses, claims, demands, damages,
expenses, suits, or
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other actions, or any liability whatsoever, including, but not limited
to, costs and attorney's fees, whether suffered, made, instituted, or
asserted by any other party or person, for invasion of privacy, personal
injury to or death of any person or persons, or for losses, damages, or
destruction of property, whether or not owned by others, proximately
caused by the indemnifying Party's negligence or willful misconduct,
regardless of form of action. The indemnified Party agrees to notify
the other Party promptly, in writing, of any written claims, lawsuits,
or demands for which it is claimed that the indemnifying Party is
responsible under this Section and to cooperate in every reasonable way
to facilitate defense or settlement of claims. The indemnifying Party
shall have complete control over defense of the case and over the terms
of any proposed settlement or compromise thereof. The indemnifying Party
shall not be liable under this Section for settlement by the indemnified
Party or any claim, lawsuit, or demand, if the indemnifying Party has
not approved the settlement in advance, unless the indemnifying Party
has had the defense of the claim, lawsuit, or demand tendered to it in
writing and has failed to assume such defense. In the event of such
failure to assume defense, the indemnifying Party shall be liable for
any reasonable settlement made by the indemnified Party without approval
of the indemnifying Party.
24.2 END USER AND CONTENT-RELATED CLAIMS. Each Party agrees to release,
indemnify, defend, and hold harmless the other Party, its affiliates, and
any third-party provider or operator of facilities involved in the
provision of Services, Unbundled Network Elements or Facilities under
this Agreement (collectively, the "Indemnified Party") from all losses,
claims, demands, damages, expenses, suits, or other actions, or any
liability whatsoever, including, but not limited to, costs and attorney's
fees, suffered, made, instituted, or asserted by either Party's end users
against an Indemnified Party arising from Services, Unbundled Network
Elements or Facilities. Each Party further agrees to release, indemnify,
defend, and hold harmless the Indemnified Party from all losses, claims,
demands, damages, expenses, suits, or other actions, or any liability
whatsoever, including, but not limited to, costs and attorney's fees,
suffered, made, instituted, or asserted by any Third Party against an
Indemnified Party arising from or in any way related to actual or alleged
defamation, libel, slander, interference with or misappropriation of
proprietary or creative right, or any other injury to any person or
property arising out of content transmitted by the Indemnified Party or
such Party's end users, or any other act or omission of the Indemnified
Party or such Party's end users.
24.3 DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
AGREEMENT, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES TO CUSTOMER
CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, UNBUNDLED NETWORK
ELEMENTS OR FACILITIES PROVIDED UNDER THIS AGREEMENT. PROVIDER
DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY OR
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GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.
24.4 LIMITATION OF LIABILITY. Each Party's liability, whether in contract,
tort or otherwise, shall be limited to direct damages, which shall not
exceed the amount of $1.5 million dollars per calendar year, for each
year this Agreement is in effect, for any and all claims arising during
such calendar year. Under no circumstance shall either Party be
responsible or liable for indirect, incidental, or consequential damages,
including, but not limited to, economic loss or lost business or profits,
damages arising from the use or performance of equipment or software, or
the loss of use of software or equipment, or any accessories attached
thereto, delay, error, or loss of data. Should either Party provide
advice, make recommendations, or supply other analysis related to the
Services, unbundled network elements or facilities described in this
Agreement, this limitation of liability shall apply to provision of such
advice, recommendations, and analysis.
24.5 INTELLECTUAL PROPERTY. Neither Party shall have any obligation to
defend, indemnify or hold harmless, or acquire any license or right for
the benefit of, or owe any other obligation or have any liability to, the
other based on or arising from any claim, demand, or proceeding 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 or use of any facilities by either Party
under this Agreement constitutes direct or contributory infringement, or
misuse or misappropriation of any patent, copyright, trademark, trade
secret, or any other proprietary or intellectual property right of any
Third Party.
25. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
shall together constitute but one and the same document.
26. NO OFFER. This Agreement will be effective only upon execution and
delivery by both Parties and approval by the Commission in accordance
with Section 252 of the Act.
27. 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 right or privilege.
28. NOTICES. Any notice to a Party required or permitted under this
Agreement shall be in writing and shall be deemed to have been received
on the date of service if served personally, on the date receipt is
acknowledged in writing by
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the recipient if delivered by regular U.S. mail, or on the date stated
on the receipt if delivered by certified or registered mail or by a
courier service that obtains a written receipt. Upon prior immediate
oral agreement of the parties' designated recipients identified below,
notice may also be provided by facsimile, internet or electronic
messaging system, which shall be effective if sent before 5:00 p.m. on
that day, or if sent after 5:00 p.m. it will be effective on the next
Business Day following the date sent. Any notice shall be delivered
using one of the alternatives mentioned in this section and shall be
directed to the applicable address indicated below or such address as
the Party to be notified has designated by giving notice in compliance
with this section:
If to GTE: GTE California Incorporated
Attention: Director-Contract Compliance
600 Hidden Ridge, HQE03D52
Irving, Texas 75038
Telephone number: 972-718-5988
Facsimile number: 972-719-1519
and
GTE California Incorporated
Attention: Assistant Vice President/Associate General
Counsel
600 Hidden Ridge, HQE03J43
Irving, TX 75038
Telephone number: 972-718-6361
Facsimile number: 972-718-3403
If to ACI: ACI Corp.
Attention: Eric Geis, Vice President
8787 Complex Drive, Suite 200
San Diego, California 92123
Telephone number: 619-879-6900
29. PROTECTION.
29.1 IMPAIRMENT OF SERVICE. 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
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or create hazards to the employees of either Party or to the public (each
hereinafter referred to as an "Impairment of Service").
29.2 RESOLUTION. 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 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.
29.3 Sections 29.1 and 29.2 above do not address spectrum compatibility issues
associated with service enhancing technologies deployed over unbundled
loops. Spectrum compatibility is separately addressed in Article VII,
section 4 of this Agreement.
30. PUBLICITY. Any news release, public announcement, advertising, or any
form of publicity pertaining to this Agreement, provision of Services,
Unbundled Network Elements or Facilities 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
ACI.
31. REGULATORY AGENCY CONTROL. This Agreement shall at all times be subject
to changes, modifications, orders, and rulings by the Federal
Communications Commission 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.
32. (INTENTIONALLY LEFT BLANK).
33. EFFECTIVE DATE. If this Agreement or changes or modifications thereto
are subject to approval of a regulatory agency, the "effective date" of
this Agreement for such purposes will be ten (10) Business Days after
such approval or in the event this Agreement is developed in whole or in
part through arbitration, sixty (60) Business Days after such approval.
Such date (i.e., ten (10) or, if arbitrated, sixty (60) Business Days
after the approval) shall become the "effective date" of this Agreement
for all purposes.
34. REGULATORY MATTERS. Each Party shall be responsible for obtaining and
keeping in effect all their own FCC, state regulatory commission,
franchise authority and
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other regulatory approvals that may be required in connection with the
performance of its obligations under this Agreement.
35. RULE OF CONSTRUCTION. No rule of construction requiring interpretation
against the drafting party hereof shall apply in the interpretation of
this Agreement.
36. SECTION REFERENCES. Except as otherwise specified, references within an
Article of this Agreement to a Section refer to Sections within that same
Article.
37. SERVICE STANDARDS.
37.1 The Parties shall meet applicable quality of local service standards
imposed by the Commission and will provide a level of services to each
other under this Agreement in compliance with the nondiscrimination
requirements of the Act.
37.2 The Parties will alert each other to any network events that can result
or have resulted in service interruption, blocked calls, and/or changes
in network performance.
38. SEVERABILITY. If any provision of this Agreement is held by a court or
regulatory agency of competent jurisdiction to be unenforceable, the rest
of the Agreement shall remain in full force and effect and shall not be
affected unless removal of that provision results, in the opinion of
either Party, in a material change to this Agreement. If a material
change as described in this paragraph occurs as a result of action by a
court or regulatory agency, the Parties shall negotiate in good faith for
replacement language. If replacement language cannot be agreed upon
within a reasonable period, either Party may terminate this Agreement
without penalty or liability for such termination upon written notice to
the other Party.
39. SUBCONTRACTORS. Provider may enter into subcontracts with third parties
or affiliates for the performance of any of Provider's duties or
obligations under this Agreement.
40. SUBSEQUENT LAW. The terms and conditions of this Agreement shall be
subject to any and all applicable laws, rules, or regulations that
subsequently may be prescribed or modified by any federal, state or local
governmental authority. To the extent required by any such subsequently
prescribed or modified law, rule, or regulation, the Parties agree to
modify, in writing, the affected term(s) and condition(s) of this
Agreement to bring them into compliance with such law, rule, or regulation.
41. 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
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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 as GTE requires 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.
The other Party will indemnify the collecting Party from any sales or
use taxes that may be subsequently levied on payments by the other Party
by the collecting Party.
41.1 Tax - A charge which is statutorily imposed by the state or local
jurisdiction and is either (a) imposed on the seller with the seller
having the right or responsibility to pass the charge(s) on to the
purchaser and the seller is responsible for remitting the charge(s) to
the state or local jurisdiction or (b) imposed on the purchaser with the
seller having an obligation to collect the charge(s) from the purchaser
and remit the charge(s) to the state or local jurisdiction.
Taxes shall include but not be limited to: federal excise tax,
state/local sales and use tax, state/local utility user tax, state/local
telecommunication excise tax, state/local gross receipts tax, and local
school taxes. Taxes shall not include income, income-like, gross
receipts on the revenue of a provider, or property taxes. Taxes shall
not include payroll withholding taxes unless specifically required by
statute or ordinance.
41.2 Fees/Regulatory Surcharges - A charge imposed by a regulatory authority,
other agency, or resulting from a contractual obligation, in which the
seller is responsible or required to collect the fee/surcharge from the
purchaser and the seller is responsible for remitting the charge to the
regulatory authority, other agency, or contracting party.
Fees/Regulatory Surcharges shall include but not be limited to E911/911,
E311/311, franchise fees, Lifeline, hearing impaired, and Commission
surcharges.
42. TRADEMARKS AND TRADE NAMES. Except as specifically set out in this
Agreement, nothing in this Agreement shall grant, suggest, or imply any
authority for one Party to use the name, trademarks, service marks, or
trade names of the other for any purpose whatsoever.
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43. WAIVER. The failure of either Party to insist upon the performance of
any provision of this Agreement, or to exercise any right or privilege
granted to it under this Agreement, shall not be construed as a waiver of
such provision or any provisions of this Agreement, and the same shall
continue in full force and effect.
44. ENVIRONMENTAL RESPONSIBILITY.
44.1 GTE and ACI agree to comply with applicable federal, state and local
environmental and safety laws and regulations including U.S.
Environmental Protection Agency (EPA) regulations issued under the Clean
Air Act, Clean Water Act, Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation and Liability Act,
Superfund Amendments and Reauthorization Act and the Toxic Substances
Control Act and OSHA regulations issued under the Occupational Safety and
Health Act of 1970. Each Party has the responsibility to notify the
other if Compliance inspections occur and/or citations are issued that
impact any aspect of this Agreement such as occurring on a LEC Facility
or involving ACI potential employee exposure.
44.2 GTE and ACI shall provide notice of known and recognized physical hazards
or hazardous chemicals that must include providing Material Safety Data
Sheets (MSDSs) for materials existing on site or brought on site to the
Facility. Each Party is required to provide specific notice for
potential imminent danger conditions which could include, but is not
limited to, a defective utility pole or significant petroleum
contamination in a manhole.
44.3 GTE will make available additional environmental control or safety
procedures for ACI to review and follow when working at a GTE Facility.
Providing these procedures, beyond government regulatory Compliance
requirements, is the decision of GTE. These practices/procedures will
represent the regular work practices required to be followed by the
employees and contractors of GTE for safety and environmental protection.
44.4 Any materials brought, used or remaining at the Facility by ACI are owned
by ACI. ACI will indemnify GTE for these materials. No substantial new
safety or environmental hazards can be created or new hazardous materials
can be used at a GTE Facility. ACI must demonstrate adequate emergency
response capabilities for its materials used or remaining at the GTE
Facility.
44.5 When Third Party contamination is discovered at a GTE Facility, the Party
uncovering the condition must notify the proper safety or environmental
authority, if required under applicable laws or regulations. ACI must
also notify GTE of Third Party contamination it discovers at GTE
facilities. The cost causer (requiring access) will become the
generator, as owner or operator, of
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any waste materials such as petroleum contaminated water, sewage or
manhole sediment. Notwithstanding Sections 24 and 44.9 hereunder, the
cost causer (requiring access) shall indemnify the other Party hereunder.
44.6 ACI should obtain and use its own environmental permits, if necessary.
If GTE's permit or EPA identification number must be used, ACI must
comply with all of GTE's environmental processes including environmental
"best management practices (BMP)" and/or selection of disposition vendors
and disposal sites.
44.7 ACI visitors must comply with GTE security, fire safety, safety,
environmental and building practices/codes including equivalent employee
training when working in GTE facilities.
44.8 GTE and ACI shall coordinate plans or information required to be
submitted to government agencies, such as emergency response plans and
community reporting. If fees are associated with filing, GTE and ACI
must develop a cost sharing procedure.
44.9 Notwithstanding Section 23, with respect to environmental responsibility
under this Section 44, GTE and ACI shall indemnify, defend and hold
harmless the other party from and against any claims (including, without
limitation, Third Party claims for personal injury or real or personal
property damage), judgments, damages (including direct and indirect
damage, and punitive damages), penalties, fines, forfeitures, cost,
liabilities, interest and losses proximately caused by the indemnifying
Party's negligent or willful misconduct regardless of form, or in
connection with the violation or alleged violation of any applicable
requirement with respect to the presence or alleged presence of
contamination arising out of the indemnifying party's acts or omissions
concerning its operations at the Facility.
44.10 Activities impacting safety or the environment of a Right of Way must be
harmonized with the specific agreement and the relationship between GTE
and the private land owner. This could include limitations on equipment
access due to environmental conditions (e.g., wetland area with equipment
restrictions).
45. TBD PRICES. Numerous provisions in this Agreement and its Attachments
refer to pricing principles. If a provision references prices in an
Attachment and there are no corresponding prices in such Attachment, such
price shall be considered "To Be Determined" (TBD). With respect to all
TBD prices, prior to ACI 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, the requesting Party may elect to
enter into Dispute Resolution pursuant to Article III, Section 14 or the
Parties may agree on an interim price shall be set for such item that is
equal to the price for the nearest analogous item for which
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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 ACI to GTE, and any
overpayment shall be refunded by GTE to ACI, within 45 Business Days
after the establishment of the price by the Commission.
46. AMENDMENT OF CERTAIN RATES,TERMS AND CONDITIONS. The rates, terms and
conditions in this Agreement that are specified in Attachment 46A (the
"MCI Terms") were taken from the GTE/MCI Interconnection, Resale and
Unbundling Agreement (the MCI Agreement) approved by the Commission in
Application No. 96-09-012. The rates, terms and conditions not included
in this Agreement but referenced in Attachment 46B (the "GTE Terms") were
excluded from the MCI Agreement by the Commission in Application No.
96-09-012. GTE and ACI agree that if the "MCI Terms" are deemed to be
unlawful, or are stayed, enjoined or otherwise modified, in whole or in
part, by a court or commission of competent jurisdiction, then this
Agreement shall be deemed to have been amended accordingly, by
modification of the "MCI Terms" or, as appropriate, the substitution of
"GTE Terms" for all stayed and enjoined "MCI Terms", and such amendments
shall be effective retroactive to the Effective Date of this Agreement.
GTE and ACI further agree that the terms and conditions of this Section
46 reflect certain requirements of the FCC's First Report and Order in CC
Docket No. 96-98. The terms and conditions of this Section 46 shall be
subject to any and all actions by any court or other governmental
authority that invalidate, stay, vacate or otherwise modify the FCC's
First Report and Order, in whole or in part ("Action"). To the extent
warranted by any such Action, the parties agree that this Section 46
shall be deemed to have been modified accordingly as in the first
paragraph of this Section 46. The parties agree to immediately apply any
affected terms and conditions in this Section 46, including any in other
sections and articles of this Agreement, consistent with such Action, and
within a reasonable time incorporate such modified terms and conditions
in writing into the Agreement. If the "MCI Terms" are affected by such
Action and they cannot be consistently applied therewith, the "GTE Terms"
shall apply. ACI acknowledges that GTE may seek to enforce such Action
before a commission or court of competent jurisdiction. GTE does not
waive any position regarding the illegality or inappropriateness of the
FCC's First Report and Order.
The rates, terms and conditions (including rates which may be applicable
under true-up) specified in both the "GTE Terms" and the "MCI Terms" are
further subject to amendment, retroactive to the Effective Date of the
Agreement, to
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provide for charges or rate adjustments resulting from future Commission
or other proceedings, including but not limited to any generic proceeding
to determine GTE's unrecovered costs (e.g., historic costs, contribution,
undepreciated reserve deficiency, or similar unrecovered GTE costs
(including GTE's end user surcharge)), the establishment of a
competitively neutral universal service system, or any appeal or other
litigation.
If the Commission (or any other commission or federal or state court) in
reviewing this Agreement pursuant to applicable state and federal laws,
including Section 252(e) of the Telecommunications Act of 1996, deletes
or modifies in any way this Section 46, then the Parties agree that they
will reopen negotiations within ten (10) days after receipt of the final
decision making such deletion or modification in order to negotiate
replacement provisions which comply with such Commission or court
requirements and which provide substantially the same protections to the
Parties as this Section 46. If the Parties cannot reach agreement as to
replacement provisions for this Section 46 within twenty (20) calendar
days of the initiation of negotiations, the Parties agree that this
entire Section 46 is void. In such event, within twenty five (25) days
following the close of the 20 day negotiation period, either Party may
initiate the Dispute Resolution Process provided in Article III, Section
14.1 herein regarding issues in dispute for such replacement provisions.
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ARTICLE IV
GENERAL RULES GOVERNING RESOLD SERVICES
AND UNBUNDLED ELEMENTS
1. GENERAL. General regulations, terms and conditions governing rate
applications, technical parameters, service availability, definitions and
feature interactions, as described in the appropriate GTE intrastate
local, toll and access tariffs, apply to retail services made available
by GTE to ACI for resale and unbundled network elements provided by GTE
to ACI, when appropriate, unless otherwise specified in this Agreement.
As applied to services or network elements offered under this Agreement,
the term "Customer" contained in the GTE Retail Tariff shall be deemed to
mean "ACI" as defined in this Agreement.
2. LIABILITY OF GTE.
2.1 INAPPLICABILITY OF TARIFF LIABILITY. GTE's general liability, as
described in the GTE Retail Tariff, does not extend to ACI's customers or
any other Third Party. Liability of GTE to ACI resulting from any and
all causes arising out of services, facilities, network elements or any
other items relating to this Agreement shall be governed by the liability
provisions contained in this Agreement and no other liability whatsoever
shall attach to GTE. GTE shall be liable for the individual services,
facilities or elements that it separately provides to ACI and shall not
be liable for the integration of components combined by ACI.
2.2 ACI TARIFFS OR CONTRACTS. GTE shall not be liable to ACI's end users or
any third parties for any indirect, special or consequential damages,
including, but not limited to, economic loss or lost business or profits,
whether foreseeable or not, and regardless of notification by ACI of the
possibility of such damages. Nothing in this Agreement shall be deemed
to create a Third Party beneficiary relationship with ACI's end users. To
the extent practicable, ACI will include a provision in its tariffs,
price lists, or contracts for services provided to its end users so
limiting the liability of LECs, such as GTE, that provide underlying
services, facilities, or network elements.
2.3 NO LIABILITY FOR ERRORS. GTE is not liable for mistakes that appear in
GTE's listings, 911 and other information databases, or for incorrect
referrals of end users to ACI for any ongoing ACI service, sales or
repair inquiries, and with respect to such mistakes or incorrect
referrals, ACI shall indemnify and hold GTE harmless from any and all
claims, demands, causes of action and liabilities whatsoever, including
costs, expenses and reasonable attorney's fees incurred on account
thereof, by third parties, including ACI's end users or employees. For
purposes of this Section 2.3, mistakes and incorrect referrals shall not
include matters arising out of the gross negligence, as evidenced by a
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pattern of excessive mistakes or errors, or willful misconduct of GTE or
its employees or agents.
3. UNAUTHORIZED CHANGES.
3.1 PROCEDURES. If ACI submits an order for resold services or unbundled
elements under this Agreement in order to provide service to an end user
that at the time the order is submitted is obtaining its local services
from GTE or another LEC using GTE resold services or unbundled elements,
and the end user notifies GTE that the end user did not authorize ACI to
provide local exchange services to the end user, ACI must provide GTE
with written documentation of authorization from that end user within
thirty (30) Business Days of notification by GTE. If ACI cannot provide
written documentation of authorization within such time frame, ACI must
within three (3) Business Days thereafter:
(a) notify GTE to change the end user back to the LEC providing
service to the end user before the change to ACI was made; and
(b) provide any end user information and billing records ACI has
obtained relating to the end user to the LEC previously serving the
end user; and
(c) notify the end user and GTE that the change back to the previous
LEC has been made.
Furthermore, GTE will bill the ACI fifty dollars ($50.00) per affected
line to compensate GTE for switching the end user back to the original
LEC.
4. IMPACT OF PAYMENT OF CHARGES ON SERVICE. ACI is solely responsible for
the payment of all charges for all services, facilities and elements
furnished under this Agreement, including, but not limited to, calls
originated or accepted at its or its end users' service locations. If
ACI fails to pay when due any and all charges billed to ACI under this
Agreement, including any late payment charges (collectively, "Unpaid
Charges"), and any or all such charges remain unpaid more than forty-five
(45) Business Days after the due date of such Unpaid Charges excepting
previously disputed charges for which ACI may withhold payment, GTE shall
notify ACI in writing that it must pay all Unpaid Charges to GTE within
seven (7) Business Days. If ACI disputes the billed charges, it shall,
within said seven (7) day period, inform GTE in writing of which portion
of the Unpaid Charges it disputes, including the specific details and
reasons for the dispute, unless such reasons have been previously
provided, and shall immediately pay to GTE all undisputed charges. If
ACI and GTE are unable, within thirty (30) Business Days thereafter, to
resolve issues related to the disputed charges, then either ACI or GTE
may file a request for arbitration under Article III of this Agreement to
resolve those issues. Upon
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resolution of any dispute hereunder, if ACI owes payment it shall make
such payment to GTE with any late payment charge under Article III,
Section 7.2, from the original payment due date. If ACI owes no payment,
but has previously paid GTE such disputed payment, then GTE shall credit
such payment including any late payment charges. GTE may discontinue
service to ACI upon failure to pay undisputed charges as provided in this
Section 4, and shall have no liability to ACI or ACI's end users in the
event of such disconnection.
5. UNLAWFUL USE OF SERVICE. Services, facilities or unbundled elements
provided by GTE pursuant to this Agreement shall not be used by ACI or
its end users for any purpose in violation of law. GTE, shall not be
responsible to ensure that ACI and its end users use of services,
facilities or unbundled elements provided hereunder comply at all times
with all applicable laws. GTE may refuse to furnish service to ACI or
disconnect particular services, facilities or unbundled elements provided
under this Agreement to ACI or, as appropriate, ACI's end user when (i)
an order is issued by a court of competent jurisdiction finding that
probable cause exists to believe that the use made or to be made of the
service, facilities or unbundled elements is prohibited by law or (ii)
GTE is notified in writing by a law enforcement agency acting within its
jurisdiction that any facility furnished by GTE is being used or will be
used for the purpose of transmitting or receiving gambling information in
interstate or foreign commerce in violation of law. Termination of
service shall take place after reasonable notice is provided to ACI, or
as ordered by the court. If facilities have been physically disconnected
by law enforcement officials at the premises where located, and if there
is not presented to GTE the written finding of a court, then upon request
of ACI and agreement to pay restoral of service charges and other
applicable service charges, GTE shall promptly restore such service.
6. TIMING OF MESSAGES. With respect to GTE resold measured rate local
service(s), chargeable time begins when a connection is established
between the calling station and the called station. Chargeable time
ends when the calling station "hangs up," thereby releasing the
network connection. If the called station "hangs up" but the calling
station does not, chargeable time ends when the network connection is
released by automatic timing equipment in the network Timing of
messages applicable to GTE's Port and Local Switching element (usage
sensitive services) will be recorded based on originating and
terminating access.
7. PROCEDURES FOR PREORDERING, ORDERING, PROVISIONING, ETC. Certain
procedures for preordering, ordering, provisioning, maintenance and
billing and electronic interfaces for many of these functions are
described in APPENDIX H. All costs and expenses for any new or
modified electronic interfaces ACI requires that
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GTE determines are technically feasible and GTE agrees to develop will
be paid by ACI pursuant to APPENDIX H. The schedule for
implementation of any new or modified electronic interfaces will be
developed by GTE according to industry standards and will be based
upon the amount of work needed to design, test and implement the new
or modified interface.
8. CUSTOMER CONTACTS. Except as otherwise provided in this Agreement or
as agreed to in a separate writing by ACI, ACI shall provide the
exclusive interface with ACI's end user customers in connection with
the marketing or offering of ACI services. Except as otherwise
provided in this Agreement, in those instances in which GTE personnel
are required pursuant to this Agreement to interface directly with
ACI's end users, such personnel shall not identify themselves as
representing GTE. All forms, business cards or other business
materials furnished by GTE to ACI end users shall bear no corporate
name, logo, trademark or trade name other than ACI's. In no event
shall GTE personnel acting on behalf of ACI pursuant to this Agreement
provide information to ACI end users about GTE products or services.
9. LETTER OF AUTHORIZATION.
9.1 GTE will not release the Customer Service Record (CSR) containing
Customer Priority Network Information (CPNI) to ACI on GTE end
user customer accounts unless ACI first provides to GTE a written
Letter of Authorization (LOA), signed by the end user customer,
authorizing the release of such information to ACI or if state or
federal law provides otherwise, in accordance with such law.
9.2 An (LOA) will be required before GTE will process an order for
Services provided in cases in which the subscriber currently
receives Exchange Service from GTE or from a local service
provider other than ACI. Such LOA may be a blanket LOA or such
other form as agreed upon between GTE and ACI.
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ARTICLE V
INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC
1. SERVICES COVERED BY THIS ARTICLE.
1.1 TYPES OF SERVICES. This Article governs the provision of internetwork
facilities (i.e., physical interconnection services and facilities),
meet point billing by GTE to ACI or by ACI to GTE and the transport
and termination and billing of Local, IntraLATA Toll, optional EAS
traffic and jointly provided Interexchange Carrier Access between GTE
and ACI. The services and facilities described in this Article shall
be referred to in this Article V as the "Services."
1.2 SERVICE LOCATIONS FOR INTERCONNECTION SERVICES AND FACILITIES.
APPENDIX A, Service Matrix, attached to this Agreement and made a part
hereof, sets forth the Services and each location in the State where a
Service shall be provided (the "Service Locations") and the
Interconnection Point ("IP") for such Services.
1.3 ADDITIONAL SERVICES OR SERVICE LOCATIONS. If, during the term of this
Agreement, the parties determine that additional services are needed
in the State, or existing Services will be offered in new locations in
the State, the Parties shall execute an amendment to this Agreement
substantially in the form of APPENDIX B attached to this Agreement and
made a part hereof, incorporating the additional locations and/or any
additional terms necessary for the additional services. Upon the
effective date of the amendment, and continuing through the remaining
term of this Agreement, the new services shall be deemed part of the
Services provided pursuant to this Article and/or the new locations
shall be deemed part of the Service Locations.
2. BILLING AND RATES.
2.1 RATES AND CHARGES. Customer agrees to pay to Provider the rates and
charges for the Services set forth in the applicable appendices to
this Agreement. GTE's rates and charges are set forth in APPENDIX C
attached to this Agreement and made a part hereof. ACI's separate
rates and charges are also set forth in APPENDIX C attached hereto and
made a part hereof.
2.2 BILLING. Provider shall render to Customer a bill for interconnection
services on a current basis. Charges for physical facilities and
other nonusage sensitive charges shall be billed in advance, except
for charges and credits associated with the initial or final bills.
Usage sensitive charges, such as charges for termination of Local
Traffic, shall be billed in arrears. ACI is required to order trunks
pursuant to Section 4.3.3 of this Article. Charges for traffic that
has been routed over a jurisdictionally inappropriate trunk group
(E.G., local traffic carried over trunks used for Switched Access
Traffic) may be adjusted to reflect
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the appropriate compensation arrangement and may be handled as a
post-billing adjustment to bills rendered. Additional matters
relating to billing are included in APPENDIX H attached to this
Agreement and made a part hereof.
3. TRANSPORT AND TERMINATION OF TRAFFIC.
3.1 TRAFFIC TO BE EXCHANGED. The Parties shall reciprocally terminate
Local, IntraLATA Toll, optional EAS and jointly provided Interexchange
Carrier Traffic originating on each other's networks utilizing either
Direct or Indirect Network Interconnections as provided in Section 4
or Section 5 herein. To this end, the Parties agree that there will
be interoperability between their networks. The Parties agree to
exchange traffic asociated with Third-Party LECs, CLECs and Wireless
Service Providers pursuant to the compensation arrangement specified
in Section 3.3 herein. Only traffic originated by or terminating to
the Parties' end user customers is to be exchanged. In addition, the
Parties will notify each other of any anticipated change in traffic to
be exchanged (E.G., traffic type, volume).
3.2 COMPENSATION FOR EXCHANGE OF TRAFFIC.
3.2.1 MUTUAL COMPENSATION. The Parties shall compensate each other for
the exchange of Local Traffic in accordance with Section 3.2.2 of
this Article. The Parties will develop an initial factor
representative of the share of traffic to be exempt from local
compensation. This factor will be updated quarterly in like manner
or as the Parties otherwise agree. Once the traffic that is
exempt from local compensation can be measured, the actual exempt
traffic will be used rather than the above factor. Charges for
the transport and termination of intraLATA toll and interexchange
traffic shall be in accordance with the Parties' respective
intrastate or interstate access tariffs, as appropriate.
3.2.2 BILL-AND-KEEP. The Parties shall assume that Local Traffic is
roughly balanced between the parties unless traffic studies
indicate otherwise. Accordingly, the Parties agree to use a Bill-
and-Keep Arrangement with respect to termination of Local Traffic
only. Either Party may request that a traffic study be performed
no more frequently than once a quarter. Should such traffic study
indicate, in the aggregate, that either Party is terminating more
than 60 percent of the Parties' total terminated minutes for Local
Traffic, either Party may notify the other that mutual
compensation will commence pursuant to the rates set forth in
APPENDIX C of this Agreement and following such notice it shall
begin and continue for the duration of the Term of this Agreement
unless otherwise agreed. Nothing in this Section 3.2.2 shall be
interpreted to (i) change compensation set forth in this Agreement
for traffic or services other than Local Traffic,
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including but not limited to internetwork facilities, access
traffic or wireless traffic, or (ii) allow either Party to
aggregate traffic other than Local Traffic for the purpose of
compensation under the Bill-and-Keep Arrangement described in
this Section 3.2.2, except as set forth in Section 3.1 above.
3.2.3 SHARING OF ACCESS CHARGES ON CALLS TO PORTED NUMBERS. Until
permanent number portability is implemented, the Parties agree
that switched access termination to a ported number will be billed
by the party providing interim number portability and that the
party billing the switched access will share the switched access
revenue with the other party. After permanent number portability
is implemented, the Parties agree to renegotiate sharing of access
charges to ported numbers in accordance with permanent number
portability requirements. In lieu of actual measurements of
minutes and/exchange of billing records for this traffic the
Parties agree that the Party providing the ported number will pay
the other Party the rate per line/per month as specified in
APPENDIX D.
(a) The number of lines/talk paths per ported number that are
subject to compensation will be determined at the time the
end user customer's local service is changed from one
party to the other. The number of lines per number
eligible for the shared revenue arrangement described in
this section will be limited to the number of lines in
service on the date of conversion plus a 10% growth
margin. After conversion the number of lines per number
available for compensation can only be increased by mutual
consent of the parties.
(b) The Parties agree that the compensation rate in paragraph
3.2.3 may change as a result of changes in access rates,
traffic volume or for other reasons and agree to
renegotiate the rate if a significant event occurs. At a
minimum, the parties agree to reevaluate the rate on an
annual basis.
(c) The Parties agree that terminating switched access calls
ported via interim number portability may appear to the
receiving party to be a local call and that the
implementation of reciprocal compensation for terminating
local calls may result in overcompensation for ported
switched access calls. Therefore, the Parties agree to
renegotiate the terminating shared access compensation
rate if reciprocal compensation for local calls is
implemented.
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3.3 TANDEM SWITCHING TRAFFIC. The Parties will provide tandem switching
for traffic between the Parties' end offices subtending each other's
access tandem, as well as for traffic between either Party's end users
and any Third Party which is interconnected to the other Party's
access tandems as follows:
3.3.1 The originating Party will compensate the tandem Party for each
minute of originated tandem switched traffic which terminates to
Third Party (e.g., other CLEC, ILEC, or wireless service
provider). The applicable rate for this charge is identified in
APPENDIX C.
3.3.2 The originating Party also assumes responsibility for compensation
to the company which terminates the call.
3.3.3 The Parties agree to enter into their own agreements with third-
party providers. In the event that ACI sends traffic through
GTE's network to a third-party provider with whom ACI does not
have a traffic interexchange agreement, then ACI agrees to
indemnify GTE for any termination charges rendered by a third-
party provider for such traffic.
3.4 INTER-TANDEM SWITCHING. The Parties will only use inter-tandem
switching for the transport and termination of intraLATA toll traffic
originating on each other's network at and after such time as either
(i) ACI has agreed to and fully implemented an existing intraLATA toll
compensation mechanism such as IntraLATA Terminating Access
Compensation (ITAC) or a functional equivalent thereof. The Parties
will only use inter-tandem switching for the transport and termination
of Local Traffic originating on each other's network at and after such
time as the Parties have agreed to and fully implemented generally
accepted industry signaling standards and AMA record standards which
support the recognition of multiple tandem switching events.
4. DIRECT NETWORK INTERCONNECTION.
4.1 NETWORK INTERCONNECTION ARCHITECTURE. ACI may interconnect with GTE
at any of the minimum technically feasible points required by the FCC.
Interconnection at additional points will be reviewed on an individual
case basis. Where the Parties mutually agree following a Bona Fide
Request to directly interconnect their respective networks,
interconnection will be as specified in the following subsections.
The "IPs" shall be set forth in APPENDIX A attached to this Agreement
and made a part hereof. Based on the configuration, the installation
timeline will vary considerably, however, GTE will work with ACI in
all circumstances to install "IPs" within 120 calendar days absent
extenuating circumstances. Internetwork connection and protocol must
be based on industry standards developed consistent with Section 256
of the Telecommunications Act of 1996.
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4.1.1 Subject to mutual agreement, the Parties may use the following
types of network facility interconnection for the purpose of
exchanging traffic, using such interface media as are (i)
appropriate to support the type of interconnection requested and
(ii) available at the facility at which interconnection is
requested. For each "IP" set forth in APPENDIX A, the Parties
shall specify the type of interconnection used at that "IP."
(a) A Mid-Span Fiber Meet within an existing GTE exchange
area whereby the Parties mutually agree to jointly plan
and engineer their facility "IP" at a designated manhole
or junction location. The "IP" is the demarcation between
ownership of the fiber transmission facility. Each party
is individually responsible for its incurred costs in
establishing this arrangement.
(b) A Virtual or Physical EIS arrangement at a GTE wire center
subject to the rates, terms, and conditions contained in
GTE's applicable tariffs.
(c) A Special Access arrangement terminating at a GTE wire
center subject to the rates, terms, and conditions
contained in GTE's applicable tariffs. These facilities
will meet the standards set forth in such tariffs.
4.1.2 Virtual and Physical EIS arrangements are governed by appropriate
GTE tariffs, except as provided in Article IX, Section 1.3.
4.1.3 The Parties will mutually designate at least one POI on GTE's
network within each GTE local calling area for the routing of
Local Traffic. Recording and billing of traffic routed over these
facilities shall be as provided in Section 3.4 of this Article.
4.2 COMPENSATION. The Parties agree to the following compensation for
internetwork facilities, depending on facility type.
4.2.1 Mid-Span Fiber Meet: GTE will charge special access (flat rated)
transport from the applicable intrastate access tariff and will
rate charges between the "IP" and GTE's interconnection switch.
Charges will be reduced to reflect the proportionate share of the
facility that is used for transport of traffic originated by GTE.
ACI will charge flat rated transport to GTE for ACI facilities
used by GTE at their tariffed rates or as mutually agreed, not to
exceed GTE rates. ACI will apply charges based on the lesser of;
(i) the airline mileage
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from the "IP" to the ACI switch; or (ii) the airline mileage from
the GTE switch to the serving area boundary.
4.2.2 Collocation: GTE will charge Virtual or Physical EIS rates from
the applicable GTE tariff. ACI will charge GTE flat rated
transport at their tariffed rates or as mutually agreed, not to
exceed GTE rates, to reflect the proportionate share of the
facility that is used for transport of traffic originated by GTE.
ACI will apply charges based on the lesser of; (i) the airline
mileage from the "IP" to the ACI switch; or (ii) two (2) times the
airline mileage from the GTE switch to the serving area boundary.
4.2.3 Special Access: GTE will charge special access rates from the
applicable GTE intrastate access tariff. Charges will be reduced
to reflect the proportionate share of the facility that is used
for transport of traffic originated by GTE. The Parties will
negotiate an initial factor representative of the proportionate
share of the facilities. This factor will be updated quarterly in
like manner or as the Parties otherwise agree.
4.3 TRUNKING REQUIREMENTS.
4.3.1 The Parties agree to establish trunk groups of sufficient capacity
from the interconnecting facilities such that trunking is
available to any switching center designated by either Party,
including end offices, tandems, 911 routing switches, and
directory assistance/operator service switches. The Parties will
mutually agree where one-way or two-way trunking will be
available. The Parties may use two-way trunks for delivery of
local traffic or either Party may elect to provision its own one-
way trunks for delivery of local traffic to the other Party. If a
Party elects to provision its own one-way trunks, that Party will
be responsible for its own expenses associated with the trunks.
4.3.2 ACI shall make available to GTE trunks over which GTE shall
terminate to end users of ACI-provided Exchange Services, Local
Traffic and intraLATA toll or optional EAS traffic originated from
end users of GTE-provided Exchange Service.
4.3.3 ACI and GTE shall, where applicable, make reciprocally available,
by mutual agreement, the required trunk groups to handle different
traffic types. ACI and GTE will support the provisioning of trunk
groups that carry combined or separate Local Traffic and intraLATA
toll and optional EAS traffic. GTE requires separate trunk groups
from ACI to originate and terminate interLATA calls and to provide
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Switched Access Service to IXCs. To the extent ACI desires to
have any Interexchange Carriers (IC) originate or terminate
traffic to ACI, ACI will arrange for such IC to issue an ASR to
GTE instructing GTE to route such traffic over the appropriate IC
trunk group. Until GTE receives and processes such ASR, the
traffic will not be routed.
4.3.3.1 Each Party agrees to route traffic only over the proper
jurisdictional trunk group.
4.3.3.2 Each Party shall only deliver traffic over the local
interconnection trunk groups to the other Party's
access tandem for those publicly-dialable NXX Codes
served by end offices that directly subtend the access
tandem or to those wireless service providers that
directly subtend the access tandem.
4.3.3.3 Neither party shall route Switched Access Service
traffic over local interconnection trunks, or local
traffic over Switched Access Service trunks.
4.3.4 ACI and GTE will reciprocally provide Percent Local Usage (PLU)
factors to each other on a quarterly basis to identify the proper
jurisdiction of each call type that is carried over the required
trunks.
4.3.5 Reciprocal traffic exchange arrangement trunk connections shall be
made at a DS-1 or multiple DS-1 level, DS-3, (SONET where
technically available) and shall be jointly-engineered to an
objective P.01 grade of service.
4.3.6 ACI and GTE agree to use diligent efforts to develop and agree on
a Joint Interconnection Grooming Plan prescribing standards to
ensure that the reciprocal traffic exchange arrangement trunk
groups are maintained at consistent P.01 or better grades of
service. Such plan shall also include mutually-agreed upon
default standards for the configuration of all segregated trunk
groups.
4.3.7 Signaling System 7 (SS7) Common Channel Signaling will be used to
the extent that such technology is available.
4.3.8 The Parties agree to offer and provide to each other B8ZS Extended
Superframe Format ("ESF") facilities, where available, capable of
voice and data traffic transmission.
4.3.9 The Parties will support intercompany 64kbps clear channel where
available.
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4.4 NETWORK REDESIGNS INITIATED BY GTE. GTE will not charge ACI when GTE
initiates its own network redesigns/reconfigurations.
4.5 INTERCONNECTION CALLING AND CALLED SCOPES FOR THE ACCESS TANDEM
INTERCONNECTION AND THE END OFFICE INTERCONNECTION.
4.5.1 GTE Access Tandem Interconnection calling scope (originating and
terminating) is to those GTE end offices which subtend the GTE
access tandem to which the connection is made except as provided
for in Section 3.3 herein.
4.5.2 GTE End Office Interconnection calling scope (originating and
terminating) is only to the end office to which the connection is
made.
5. INDIRECT NETWORK INTERCONNECTION. Neither Party shall deliver traffic
destined to terminate at the other Party's end office via another
LEC's end office. In addition, neither Party shall deliver traffic
destined to terminate at an end office subtending the other Party's
access tandem via another LEC's access tandem until such time as
compensation arrangements have been established in accordance with
Sections 3.1 and 3.4 herein.
6. NUMBER RESOURCES.
6.1 NUMBER ASSIGNMENT. Nothing in this Agreement shall be construed to,
in any manner, limit or otherwise adversely impact ACI's right to
employ or to request and be assigned any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to
the Central Office Code Assignment Guidelines. Any request for
numbering resources by ACI shall be made directly to the NANP Number
Plan Administrator. Except with respect to those areas in which GTE
is the NANP Number Plan Administrator, GTE shall not be responsible
for the requesting or assignment of number resources to ACI. The
Parties agree that disputes arising from numbering assignment shall be
arbitrated by the NANP Number Plan Administrator. ACI shall not
request number resources to be assigned to any GTE switching entity.
6.1.1 Each Party shall be responsible for notifying its customers of any
changes in numbering or dialing arrangements to include changes
such as the introduction of new NPAs or new NXX codes. Each Party
is responsible for administering NXX codes assigned to it.
6.2 RATE CENTERS. For purposes of compensation between the Parties and
the ability of GTE to appropriately apply its toll tariff to its end
user customers, ACI shall adopt the Rate Center areas and Rate Center
points that the Commission has approved for the incumbent LEC and
shall assign whole NPA-NXX codes to each Rate Center.
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6.3 ROUTING POINTS. ACI will also designate a Routing Point for each
assigned NXX code. ACI may designate one location within each Rate
Center as a Routing Point for the NPA-NXX associated with that Rate
Center; alternatively ACI may designate a single location within one
Rate Center to serve as the Routing Point for all the NPA-NXXs
associated with that Rate Center and with one or more other Rate
Centers served by ACI within an existing GTE exchange area and LATA.
6.4 CODE AND NUMBERS ADMINISTRATION. The Parties will comply with code
administration requirements as prescribed by the FCC, the Commission,
and accepted industry guidelines. Where GTE is the NANP Number Plan
Administrator, GTE will administer number resources, and charge for
such administration in accord with applicable rules and regulations.
GTE will administer numbering resources in a competitively neutral
manner, and process requests for NXX codes in a timely manner and in
accord with industry standards. The Parties shall protect ACI
proprietary information that may be submitted to GTE in connection
with GTE's responsibilities as NANP Number Plan Administrator in
accordance with Article III, Section 11 of this Agreement.
6.5 PROGRAMMING SWITCHES. It shall be the responsibility of each Party to
program and update its own switches and network systems pursuant to
the Local Exchange Routing Guide ("LERG") guidelines to recognize and
route traffic to the other Party's assigned NXX codes at all times.
Neither Party shall impose any fees or charges whatsoever on the other
Party for such activities.
7. NUMBER PORTABILITY.
7.1 INTERIM NUMBER PORTABILITY (INP). Each Party shall provide the other
Party with service provider number portability as an INP option for
the purpose of allowing end user customers to change service-providing
Parties without changing their telephone number. The Parties shall
provide service provider number portability to each other using remote
call forwarding ("RCF") and/or direct inward dialing (DID). The
requesting Party will provide "forward to" telephone number that is
within the same wire center. The GTE rates for INP service using RCF
are set out in Appendix D attached to this Agreement and made a part
hereof. ACI shall provide INP to GTE at the rates specified for ACI in
Appendix D.
If a Party wishes to use Direct Inward Dialing (DID) to provide INP to
its end users, dedicated truck group is required between the GTE end
office where the DID numbers are served into the CLEC switch. If
there are no existing facilities between GTE and the CLEC, the
dedicated facilities and transport trunks will be provisioned as
switched access or unbundled service using the Access Service Request
(ASR) provisioning process. The requesting Party will reroute the DID
numbers to the pre-positioned trunk group using an LSR. CLEC may
activate purchase DID trunk service from GTE using only the LSR at the
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Wholesale rates set out in Appendix E attached to this Agreement and
made a part hereof.
7.2 LOCAL NUMBER PORTABILITY (LNP). The Parties agree that they shall
develop and deploy number portability in accordance to with the Act,
such binding FCC and state mandates, and industry standards, as may be
applicable. Upon implementation of LNP, the Parties agree to
transition all INP customers and their services to LNP methods within
a mutually agreed upon time frame and to discontinue further use of
interim methods of number portability.
8. MEET-POINT BILLING.
8.1 MEET-POINT ARRANGEMENTS.
8.1.1 The Parties may mutually establish Meet-Point Billing ("MPB")
arrangements in order to provide Switched Access Services to
Access Service customers via a GTE access tandem in accordance
with the MPB guidelines adopted by and contained in the Ordering
and Billing Forum's MECAB and MECOD documents, except as modified
herein and as described in Section 3.2.3 for Interim Portability.
8.1.2 Except in instances of capacity limitations, GTE shall permit and
enable ACI to sub-tend the GTE access tandem(s) nearest to the ACI
Rating Point(s) associated with the NPA-NXX(s) to/from which the
Switched Access Services are homed. In instances of capacity
limitation at a given access tandem, ACI shall be allowed to
subtend the next-nearest GTE access tandem in which sufficient
capacity is available.
8.1.3 Interconnection for the MPB arrangement shall occur at the "IP".
8.1.4 Common Channel Signaling shall be utilized in conjunction with MPB
arrangements to the extent such signaling is resident in the GTE
access tandem switch.
8.1.5 ACI and GTE will use diligent efforts, individually and
collectively, to maintain provisions in their respective federal
and state access tariffs, and/or provisions within the National
Exchange Carrier Association ("NECA") Tariff No. 4, or any
successor tariff, sufficient to reflect this MPB arrangement,
including MPB percentages.
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8.1.6 As detailed in the MECAB document, ACI and GTE will, in a timely
fashion, exchange all information necessary to accurately,
reliably and promptly bill Access Service customers for Switched
Access Services traffic jointly handled by ACI and GTE via the
meet-point arrangement. Information shall be exchanged in
Electronic Message Record ("EMR") format, on magnetic tape or via
a mutually acceptable electronic file transfer protocol.
8.1.7 ACI and GTE shall work cooperatively to coordinate rendering of
Meet-Point bills to customers, and shall reciprocally provide each
other usage data and related information at the appropriate
charge.
8.2 COMPENSATION.
8.2.1 Initially, billing to Access Service customers for the Switched
Access Services jointly provided by ACI and GTE via the MPB
arrangement shall be according to the multiple-bill method as
described in the MECAB guidelines. This means each Party will bill
the portion of service they provided at their appropriate tariff,
or price list.
8.2.2 Subsequently, ACI and GTE may mutually agree to implement one of
the following options for billing to third parties for the
Switched Access Services jointly provided by ACI and GTE via the
MPB arrangement: single-bill/single tariff method, single-bill/
multiple tariff method, or to continue the multiple-bill method.
Should ACI prefer to change among these billing methods, ACI shall
notify GTE of such a request in writing, ninety (90) Business Days
in advance of the date on which such change is desired to be
implemented, such changes then may be made in accordance with
MECAB guidelines and if GTE mutually agrees, the change will be
made.
9. COMMON CHANNEL SIGNALING.
9.1 SERVICE DESCRIPTION. The Parties will provide Common Channel
Signaling ("CCS") to one another via Signaling System 7 ("SS7")
network interconnection, where and as available, in the manner
specified in FCC Order 95-187, in conjunction with all traffic
exchange trunk groups. SS7 signaling and transport services shall be
provided by GTE in accordance with the terms and conditions of this
Section 9 of this Article and APPENDIX I attached to this Agreement
and made a part hereof. The Parties will cooperate on the exchange of
all appropriate SS7 messages for local and intraLATA call set-up
signaling, including ISUP and Transaction Capabilities Application
Part ("TCAP") messages to facilitate full interoperability of all
CLASS Features and functions between their respective networks. Any
other SS7 message services
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to be provided using TCAP messages (such as data base queries) will be
jointly negotiated and agreed upon.
9.2 SIGNALING PARAMETERS. All SS7 signaling parameters will be provided
in conjunction with traffic exchange trunk groups, where and as
available. These parameters include Automatic Number Identification
("ANI"), Calling Party Number ("CPN"), Privacy Indicator, calling
party category information, originating line information, charge
number, etc. Also included are all parameters relating to network
signaling information, such as Carrier Information Parameter ("CIP"),
wherever such information is needed for call routing or billing. GTE
will provide SS7 via GR-394-SS7 and/or GR-317-SS7 format(s).
9.3 PRIVACY INDICATORS. Each Party will honor all privacy indicators as
required under applicable law.
9.4 CONNECTION THROUGH STP. ACI must interconnect with the GTE STP(s)
serving the LATA in which the traffic exchange trunk groups are
interconnected. Additionally, all interconnection to GTE's 800/888
database and GTE's LIDB shall, consistent with this section and
APPENDIX I attached hereto, take place only through appropriate STP
pairs.
9.5 THIRD PARTY SIGNALING PROVIDERS. ACI may choose a third-party SS7
signaling provider to transport messages to and from the GTE SS7
network. In that event, that third-party provider must present a
letter of agency to GTE, prior to the testing of the interconnection,
authorizing the Third Party to act on behalf of ACI in transporting
SS7 messages to and from GTE. The third-party provider must
interconnect with the GTE STP(s) serving the LATA in which the traffic
exchange trunk groups are interconnected.
9.6 MULTI-FREQUENCY SIGNALING. In the case where CCS is not available, in
band Multi-Frequency ("MF"), wink start, E & M channel associated
signaling with ANI will be provided by the Parties. Network signaling
information, such as CIC/OZZ, will be provided wherever such
information is needed for call routing or billing.
10. SERVICE QUALITY AND PERFORMANCE. Each Party shall provide Services
under this Article to the other Party that are equal in quality to
that the Party provides to itself, its Affiliates or any other entity.
"Equal in quality" shall mean that the Service will meet the same
technical criteria and performance standards that the providing Party
uses within its own network for the same Service at the same location
under the same terms and conditions.
11 . NETWORK OUTAGES. GTE shall work with ACI to establish reciprocal
responsibilities for managing network outages and reporting. Each
party shall
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be responsible for network outage as a result of termination of its
equipment in GTE wire center or access tandem. ACI shall be responsible
for notifying GTE of significant outages which could impact or degrade
GTE switches and services.
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ARTICLE VI
RESALE OF SERVICES
Resale of Services is not provided in this Agreement.
Resale of Services is available from GTE's tariff Cal. P.U.C. No. K-5.
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ARTICLE VII
UNBUNDLED NETWORK ELEMENTS
1. GENERAL. The purpose of this Article VII, VII is to define the
unbundled network elements that may be leased by ACI from GTE.
Unless otherwise specified in this Agreement, provisioning of
unbundled network arrangements will be governed with the GTE Customer
Guide for CLEC Establishment of Services - Resale and Unbundling (the
"Guide"). Additional procedures for preordering, ordering,
provisioning and billing of unbundled network elements are outlined in
APPENDIX H.
2. UNBUNDLED NETWORK ELEMENTS.
2.1 CATEGORIES. There are several separate categories of Network
Components that shall be provided as unbundled network elements
by GTE:
(a) Network Interface Device or NID
(b) Loop Elements
(c) Port and Local Switching Elements
(d) Dedicated Transport Elements
(e) Signaling Elements
2.2 PRICES. Individual unbundled network elements and prices are
identified on APPENDIX F attached to this Agreement and made a
part hereof, or under the appropriate GTE tariff as referenced
in this Article. Nonrecurring charges relating to unbundled
elements are also listed on APPENDIX F.
2.2.1 Compensation arrangements for exchanging traffic when
ACI uses GTE provided unbundled port and local
switching elements shall be as provided in APPENDIX L
attached hereto.
2.3 INTERCONNECTION TO UNBUNDLED ELEMENTS. ACI may lease and
interconnect to whichever of these unbundled network elements
ACI chooses, and subject to technical feasibility, may combine
these unbundled elements with any facilities or services that
ACI may itself provide subject to the following:
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2.3.1 Interconnection shall be achieved via physical
collocation arrangements ACI shall maintain at the wire
center at which the unbundled services are resident.
Pursuant to Article IX, Section 2. of this Agreement,
in circumstances where physical collocation cannot be
accomodated at wire centers where the unbundled
services are resident, alternative arrangements will be
negotiated.
2.3.2 Each loop or port element shall be delivered to ACI's
collocation arrangement over a loop/port connector
applicable to the unbundled services as listed on
APPENDIX F.
2.3.3 ACI shall combine unbundled network elements with its
own facilities. GTE has no obligation to combine any
network elements for ACI; provided, however, that to
the extent that GTE may be specifically required to
combine unbundled network elements and/or provide
unbundled network elements in existing combinations
pursuant to a final and effective decision that is
binding on GTE, GTE will negotiate with ACI regarding
the provisioning of such elements in accordance with
that decision. Once GTE's unbundled network elements
have been connected to ACI's facilities, as described
in this Agreement, ACI is not precluded from combining
the unbundled elements using its own facilities, except
that ACI may not combine such network elements to
provide solely interexchange service or solely switched
access service to an interexchange carrier.
2.4 SERVICE QUALITY. To the degree reasonably possible, all
service attributes, grades-of-service and installation,
maintenance and repair intervals which apply to the bundled
service will apply to unbundled network elements.
Notwithstanding the foregoing, GTE shall not be responsible for
impacts on service attributes, grades of service, etc.,
resulting from ACI's specific use of or modification to any
unbundled network element.
3. NETWORK INTERFACE DEVICE.
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3.1 DIRECT CONNECTION. ACI shall be permitted to connect its own
Loop directly to GTE's Network Interface Device or NID in cases
in which ACI 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, ACI shall follow the
procedures in Sections 3.1.1 and 3.1.2 below.
3.1.1 When connecting its own loop facility directly to GTE's
NID for a residence or business customer, ACI must make
a clean cut on the GTE drop wire at the NID so that no
bare wire is exposed. ACI 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.
3.1.2 At multi-tenant customer locations, ACI must remove the
jumper wire from the distribution block (i.e. the NID)
to the GTE cable termination block. If ACI cannot gain
access to the cable termination block, ACI must make a
clean cut at the closest point to the cable termination
block. At ACI's request and discretion, GTE will
determine the cable pair to be removed at the NID in
multi-tenant locations. ACI will compensate GTE for
the trip charge necessary to identify the cable pair to
be removed.
3.1.3 GTE agrees to offer NIDs for lease to ACI but not for
sale. ACI may remove GTE identification from any NID
which it connects to a ACI loop, but ACI may not place
its own identification on such NID.
3.1.4 GTE Loop elements leased by ACI will be required to
terminate only on a GTE NID. If the CLEC leasing a
GTE loop wants a CLEC NID, they will also be required
to lease a GTE NID for the direct loop termination and
effect a NID to NID connection.
3.2 NID TO NID CONNECTION. Rather than connecting its loop
directly to GTE's NID, ACI 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.
3.2.1 The CLEC that provides its own loop facilities may
elect to move all inside wire terminated on a GTE NID
to one provided by the CLEC. In this instance, a NID
to NID connection will not be required. ACI, or the
end user premise owner, can elect to leave the GTE
disconnected
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NID in place, or to remove the GTE NID from the premise
and dispose of it entirely.
3.3 REMOVAL OF CABLE PAIRS. Removal of existing cable pairs
required for ACI to terminate service is the responsibility of
ACI.
3.4 MAINTENANCE. When ACI provides its own loop and connects
directly to GTE's NID, GTE does not have the capability to
perform remote maintenance. ACI can perform routine
maintenance via its loop and inform GTE once the trouble has
been isolated to the NID and GTE will repair (or replace) the
NID, or, at ACIs option, it can make a NID to NID connection,
using the GTE NID only to gain access to the inside wire at the
customer location.
4. LOOP ELEMENTS.
4.1 SERVICE DESCRIPTION. A "Loop" is an unbundled component of
Exchange Service. In general, it is the transmission facility
(or channel or group of channels on such facility) which
extends from a Main Distribution Frame ("MDF') or functionally
comparable piece of equipment in a GTE end office or wire
center to a demarcation or connector block in/at a subscriber's
premises. Traditionally, Loops were provisioned as 2-wire or
4-wire copper pairs running from the end office MDF to the
customer premises. However, a loop may be provided via other
media, including radio frequencies, as a channel on a high
capacity feeder/distribution facility which may, in turn, be
distributed from a node location to the subscriber premises via
a copper or coaxial drop facility, etc.
4.2 CATEGORIES OF LOOPS. There are six general categories of loops:
4.2.1 "2-wire analog voice grade" loops will support analog
transmission of 300-3000 Hz, repeat loop start or
ground start seizure and disconnect in one direction
(toward the end office switch), and repeat ringing in
the other direction (toward the end user). This loop
is commonly used for local dial tone service;
4.2.2 "4-wire analog voice grade" loops conform to the
characteristics of a 2-wire voice grade loop and, in
addition, can support the simultaneous independent
transmission of information in both directions;
4.2.3 "2-wire digital" loops will support industry standard
specifications for digital transmission. Additional
provisioning (removal of bridge taps and/or load coils)
may
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be required to conform to these industry standards.
Dependent on the method of provisioning the loop, a
2-wire digital loop may be configured to support
service enhancing technologies such as ADSL or ISDN.
4.2.4 "4-wire digital" loops will support industry standard
specifications for digital transmission. Additional
provisioning (removal of bridge taps and/or load coils)
may be required to conform to these industry standards.
Dependent on the method of provisioning the loop, a
4-wire digital loop may be configured to support
service enhancing technologies such as HDSL or ISDN.
4.2.5 "DS-1" loops will support a digital transmission rate
of 1.544 Mbps. The DS-1 loop will have no bridge taps
or load coils and will employ special line treatment.
DS-1 loops will include span line repeaters where
required, office terminating repeaters, and DSX cross
connects. Prices for DS-1 grade loops are the prices
set forth in the appropriate GTE intrastate special
access tariff.
4.2.6 "DS-3" loops will support the transmission of
isochronous bipolar serial data at a rate of 44.736
Mbps. This DS-3 type of loop provides the equivalent
of 28 DS-1 channels and shall include the electronics
at either end.
4.3 CONDITIONED LOOPS. ACI may also require that the analog loops
ordered above be conditioned in order for them to provide the
end-user service. Examples of this type of conditioning are:
Type C, Type DA, Improved C, etc. The price for such
conditioned loops shall be the applicable charge as provided in
the appropriate GTE intrastate special access tariff. Digital
loops ordered above will be provisioned to meet industry
standard service levels for generally available digital
services, such as ISDN or ADSL, without the requirement for
ordering additional conditioning. ACI must indicate on the
order, via industry standard ordering codes, the service
capability requested.
4.4 FEATURES, FUNCTIONS, ATTRIBUTES. To the degree reasonably
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 unbundled loops.
4.4.1 GTE will not perform routine testing of the unbundled
loop for maintenance purposes. ACI will be required to
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provision a loop testing device either in its central
office (switch location), Network Control Center or in
its collocation arrangement to test the unbundled loop.
GTE will perform repair and maintenance once trouble
is identified by ACI.
4.4.2 All Loop facilities furnished by GTE on the premises of
ACI's end users and up to the network interface or
functional equivalent are the property of GTE. ACI is
responsible for ensuring GTE has access to all such
facilities for network management purposes. In the
event ACI is unable to provide GTE reasonable access to
such facilities, ACI acknowledges that GTE may not be
able to meet its service obligations. 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.
4.4.3 GTE will provide loop transmission characteristics to
ACI end users which are equal to those provided to GTE
end users.
4.4.4 If ACI leases digital loops, pursuant to sections 4.2.3
or 4.2.4 above, GTE will test the loop and provide
recorded test results to ACI. In maintenance and
repair cases, if loop tests are taken, GTE will provide
any recorded readings to ACI at time the trouble ticket
is closed in the same manner as GTE provides to itself
and its end users.
4.5 LOOP CARRIER TECHNOLOGIES. Where GTE utilizes integrated
digital loop carrier ("IDLC")(1) technology to provision the Loop
element, GTE cannot provide an unbundled loop. Where GTE uses
Universal Digital Loop Carrier "UDLC" or analog carrier to
provision the loop element, GTE may be able to provide an
unbundled loop, however, the capabilities of the loop may be
limited. If ACI orders a digital loop to a location that is
normally served by either IDLC or UDLC, GTE will use
alternative facilities, if available, to provide the requested
loop type.
- -----------------------------
(1) See Bellcore TR-TSY-000008, Digital Interface Between the SLC-96
Digital Loop Carrier System and Local Digital Switch and TR-TSY-000303,
Integrated Digital Loop Carrier (IDLC) Requirements, Objectives and
Interface.
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GTE will work with ACI to develop a joint planning process to
allow ACI to assess the impact of GTE's use of digital loop
carrier technology in marketing its services that are dependent
on using GTE provided unbundled local loops. Such a process
will provide general information as to the type and relative
use of digital loop carrier technology in a market as well as
the capability to determine on a customer specific/route
specific basis if digital loop carrier is used to provision the
loop.
4.5.1 GTE will permit ACI to collocate digital loop carriers
and associated equipment in conjunction with
collocation arrangements ACI maintains at a GTE wire
center for the purpose of interconnecting to unbundled
Loop elements.
4.5.2 Should equipment be developed that allows xDSL
services to be provided over loops that are provisioned
in any part by digital loop carrier technology and
should GTE's collocation policy allow CLECs to
collocate such equipment to provide xDSL services over
GTE provided unbundled loops, GTE shall offer such
collocation to ACI with respect to both the type of
equipment ACI is permitted to collocate and the
location of such collocation in compliance with the
nondiscrimination requirements of the ACT.
4.6 UNBUNDLED LOOP FACILITY QUALIFICATION.
4.6.1 Before deploying any service enhancing copper cable
technology (e.g., HDSL, ISDN, etc.) over unbundled
analog voice grade loop, leased from GTE, pursuant to
sections 4.2.1 and 4.2.2 above, ACI 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 ACI
deployed the proposed service enhancing copper cable
technology. If GTE believes that interference would
occur, GTE will provide ACI with sufficient information
to enable ACI to make an independent determination
whether interference would occur. If, after discussion
with ACI, GTE determines that there are existing copper
cable loop transport technologies already deployed
within the same cable sheath, or if GTE already has
existing near term (within 6 months of the date of
facility certification) plans to deploy copper cable
loop transport technologies that would be interfered
with as
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described above, GTE will so inform ACI and ACI shall not
be permitted to deploy such service enhancing copper cable
technologies. GTE may charge ACI the applicable
engineering time and labor costs to perform the
qualification.
4.6.2 If ACI orders unbundled digital loops pursuant to
Sections 4.2.3 and 4.2.4 above and provides the
industry standard codes on the order indicating the
type of service to be deployed on the loop, no
notification is required. As described above in Section
4.6.1, GTE will determine if compatibility issues exist
and, if facilities are available, will provide a loop
capable of meeting the requested service capabilities.
4.6.3 If ACI fails to notify GTE of its plans to deploy
service enhancing copper cable technology over
unbundled analog voice grade loops, or fails to
properly order an unbundled digital loop, and obtain
prior qualification from GTE of the facilities, if
ACI'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, ACI will immediately
remove such service enhancing copper cable technology
and shall reimburse GTE for all incurred expense
related to this interference.
4.7 COMPATIBILITY. Provided ACI has notified GTE, pursuant to 4.6.
preceding or via an order for digital loop services, of the
servicing enhancing copper cable technology deployed on an
unbundled loop, GTE will not deploy service enhancing
technology within the same cable sheath that would be
incompatible with ACI's technology.
4.8 SUBLOOPS.
4.8.1 GTE will provide as separate items the loop
distribution, loop concentrator and loop feeder on a
case-by-case basis (subloop elements). If ACI provides
a good faith request to GTE to provide subloop
elements at a specific location, GTE will work
cooperatively with ACI to determine if subloop elements
can be provided at the specified location. If it is
determined that subloop elements can be provided, the
Parties will negotiate the terms and conditions for
providing subloop elements.
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4.8.2 GTE will design and construct loop access facilities
(including loop feeders and loop
concentration/multiplexing systems) in accordance with
standard industry practices as reflected in applicable
tariffs and/or as agreed to by GTE and ACI.
4.8.3 Transport for loop concentrators/multiplexers services
not supported by embedded technologies will be provided
pursuant to applicable tariffs or as individually
agreed upon by GTE and ACI. The Parties understand
that embedded loop concentrators/multiplexers are not
necessarily capable of providing advanced and/or
digital services.
4.8.4 GTE will provide loop transmission characteristics as
specified in Section 4.4.3 herein.
5. PORT AND LOCAL SWITCHING ELEMENTS.
5.1 PORT. Port is an unbundled component of Exchange Service that
provides for the interconnection of individual loops or trunks
to the switching components of GTE's network. In general, it
is a line card or trunk card and associated peripheral
equipment on GTE end office switch that serves as the hardware
termination for the end user's Exchange Service on that switch
and generates dial tone and provides the end user access to the
public switched telecommunications network. The port does not
include such features and functions which are provided as part
of Local Switching. Each line-side port is typically
associated with one (or more) telephone number(s), which serve
as the end user's network address.
5.2 PORTS AVAILABLE AS UNBUNDLED NETWORK ELEMENTS. There are four
types of Ports available as unbundled network elements;
5.2.1 "2-wire analog line" Port is a line side switch
connection employed to provide basic residential and
business type Exchange Service.
5.2.2 "2-wire ISDN digital line" Port is a Basic Rate
Interface (BRI) line side switch connection employed to
provide ISDN Exchange Services.
5.2.3 "DS-1 digital trunk" Port is a direct inward dialing
(DID) trunk side switch connection employed to provide
the equivalent of 24 analog incoming trunk type
Exchange Services.
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5.2.4 "4-wire ISDN digital DS-1 trunk" Port is a Primary Rate
Interface (PRI) trunk side switch connection employed
to provide the ISDN Exchange Services
5.3 PORT PRICES. Prices for 2-wire analog and DS-1 Ports are
listed in APPENDIX F. 2-wire ISDN line side Ports and 4-wire
ISDN trunk side Ports shall be provided at a price agreed to by
the Parties.
5.4 LOCAL SWITCHING. Local switching provides the basic switching
functions to originate, route and terminate traffic and any
signaling deployed in the switch. Vertical features are
optional services provided through software programming in the
switch which can be added on a per-feature basis with
applicable rate. GTE will initially offer those features and
functions currently available to the particular platform used
(e.g., DMS, 5ESS, GTD5). Any feature or function which is not
offered, but the switch is capable of providing, may be
requested and the Parties will mutually agree upon price,
terms and conditions. ACI will be responsible for bearing any
costs incurred by GTE in making such feature/function
available, including Right-to-Use (RTU) fees. The rates for
Local Switching and Vertical Features are listed in APPENDIX F.
5.4.1 ACI must purchase Local Switching with the line-side
Port or trunk-side Port, if applicable.
5.5 COMPLIANCE WITH SECTION 2.3. ACI shall only order unbundled
elements in accordance with Section 2.3 herein and it will be
the responsibility of ACI to make arrangements for the delivery
of interexchange traffic and routing of traffic over
interoffice transmission facilities, if applicable.
5.6 SHARED TRANSPORT. "Shared transport" is the physical
interoffice facility medium that is used to transport a call
between switching offices. A central office switch translates
the end user dialed digits and routes the call over a Common
Transport Trunk Group that rides interoffice transmission
facilities. These trunk groups and the associated Interoffice
transmission facilities are accessible by any end user (GTE end
user or CLEC end user when the CLEC has purchased unbundled
local switching) and are referred to as "shared transport
facilities."
5.6.1 Many calls riding shared transport facilities will also
be switched by GTE's access tandem. This tandem
switching function is included as a rate component of
shared transport, as set forth in Appendix D. GTE will
provide shared transport from a call originating from
an unbundled switch port to the point where the call
leaves GTE's network (the IP).
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5.6.2 When ACI purchases unbundled local switching, ACI is
obligated to purchase unbundled shared transport. All
of the billing elements associated with shared
transport are billed upon call origination, unless the
call involves an IXC.
5.6.3 The rating of shared transport is based on the duration
a voice grade (or DS-0) call on GTE's network. Shared
transport is comprised of three billing components: (1)
Shared Transport - Facility Miles (usage and distance
sensitive); (2) Shared Transport - Termination (per
end, usage sensitive); and (3) Tandem Switching (usage
sensitive). Untial an industry standard solution is
implemented for generating AMA recordings that
indentify tandem routed calls, the parties will use a
shared transport composite rate using the tandem
switching rate, two (2) terminations, and an assumed
facility miles length of ten (10) miles. This interim
methodology will be used in lieu of actual detailed AMA
recordings and bill generation.
5.6.4 GTE is responsible for the sizing of the shared
transport network. All analysis, engineering, and
trunk augmentations to Common Transport Trunk Groups
will be the sole responsibility of GTE. To ensure that
the network is appropriately sized, GTE may request
traffic forecasts from ACI if ACI requests unbundled
local switching. These forecasts must be provided to
GTE on a quarterly basis, with a twelve (12) month
outlook.
5.6.5 GTE provides shared transport between GTE switching
offices (e.g.,between GTE end offices, a GTE end office
and a GTE tandem switch, between a GTE end office and
the IP of a connecting telecommunications company, or
between a tandem switch and the IP of a connecting
telecommunications company). However, the transport
between a GTE switching office and the ACI switching
office must be purchased as dedicated transport and is
not provided as shared transport.
6. DEDICATED TRANSPORT.
6.1 Dedicated transport is purchased for the purpose of transporting
Telecommunications Services between designated serving wire centers
("SWCs") within the same LATA. Dedicated transport may extend between
two GTE SWCs ("Interoffice Dedicated Transport" or "IDT") or may
extend from the GTE SWC to the ACI premise ("CLEC Dedicated Transport"
or "CDT"). CDT remains within the exchange boundaries of the SWC,
while IDT traverses
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exchange boundaries. IDT and CDT are further defined in Sections 6.2
and 6.3 below.
6.2 CDT is the dedicated transport facility connecting the GTE SWC to
ACI's Customer Designated Location ("CDL"). The CDL will be the
designated where the CLEC's physical network begins (the CDL cannot be
designated at an end user customer location).
6.3 CDT includes the equipment required to terminate the interoffice
facility within ACI's CDLs and within the GTE SWC. This element also
includes the transport facility between the two locations but extends
no farther into GTE's network than the CDL's SWC. DCT has no
switching components and is available in bandwidth increments of DS0,
DS1, or DS3 at rates outlined in Appendix F.
6.4 CDT consists of monthly recurring (non-usage sensitive) billable
elements that are dependent on bandwidth, but may vary depending on
the termination arrangement at the CDL (Office Terminating Repeater
vs. SONET terminal, first system vs. additional system, etc.).
6.5 IDT is the dedicated transport facility connecting two GTE SWCs and
excludes the facilities between the SWC and the CDL. IDT has no
switching components and is available in bandwidth increments of DS0,
DS1, and DS3 at rates outlined in Appendix F.
6.6 The price of IDT varies with the bandwidth and consists of monthly
recurring (non-usage sensitive) billable elements. The components are
Transport Facility Miles (monthly recurring) and Transport Termination
(per end, monthly recurring).
7. SS7 TRANSPORT AND SIGNALING. SS7 signaling and transport services in
support of ACI's local exchange services shall be provided in
accordance with the terms and conditions of APPENDIX H attached to
this Agreement and made a part hereof.
7.1 GTE will provide interconnection with its SS7 at the STPs but
not at other points.
8. LIDB SERVICES. Access to GTE's LIDB shall be provided in accordance
with the rates, terms and conditions of GTE's switched access tariff,
GTOC Tariff FCC No. 1, Section 8.
9. DATABASE 800-TYPE SERVICES. Access to GTE's 800-Type database (I.E.,
888, 877) shall be provided in accordance with the rates, terms and
conditions of GTE's switched access tariff, GTOC Tariff FCC No. 1,
Section 8.
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10. OPERATOR SERVICES (OS) AND DIRECTORY ASSISTANCE (DA). GTE will provide
OS and DA to ACI in accordance with the terms set forth as follows:
10.1 When OS and/or DA is to be provided for calls that originate
from a CLECs own switch, GTE will provide branded or unbranded
OS and/or DA pursuant to separate contracts to be negotiated in
good faith between the parties after execution and approval of
this Agreement by the Commission. (Refer to Article VIII for
further details).
10.2 When OS and/or DA is to be provided for calls that originate
from an unbundled Port with Local Switching, as provided
herein, and neither branding nor unbranding is requested, the
CLECs calls will access GTE's OS and/or DA platform and will be
processed in the same manner as GTE calls.
10.3 When OS and/or DA is to be provided for calls that originate
from an unbundled Port with Local Switching, as provided
herein, and either branding or unbranding is requested, GTE
will provide such unbranding or rebranding on a
switch-by-switch basis, subject to capability and capacity
limitations where Customized Routing is Currently Available.
Upon receipt of an order for unbranding or rebranding, GTE will
implement within 90 Business Days when technically capable.
10.4 ACI will be billed charges for OS and DA and a charge for
unbranding or rebranding and Customized Routing as set forth in
Section 9. In addition, charges specified in Section 9 will
apply.
10.5 For those offices that ACI has requested GTE to rebrand and/or
unbrand OS and DA, GTE will provide it where GTE performs its
own OS and DA service subject to capability and capacity
limitations where Customized Routing is Currently Available.
If GTE uses a third-party contractor to provide OS or DA, GTE
will not provide branding nor will GTE negotiate it with a
third party on behalf of ACI. ACI must negotiate with the third
party. In these instances, ACI will need to purchase
customized routing to differentiate OS/DA traffic from GTE's.
11. CUSTOMIZED ROUTING. Where Currently Available and upon receipt of a
written Bona Fide request (BFR) from ACI as described in Article VIII,
Section ?, GTE agrees to provide customized routing for the following
types of calls:
0-
0+Local
0+411
1+411
0+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
is not available)
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1+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
is not available).
11.1 GTE will provide ACI a list of switches that can provide
customized routing using line class codes or similar method
(regardless of current capacity limitations). ACI will return
a list of these switches ranked in priority order. GTE will
return to ACI a schedule for customized routing in the switches
with existing capabilities and capacity.
11.2 In response to the BFR from ACI, GTE will provide ACI with
applicable charges, and terms and conditions, for providing OS
and DA, branding, and customized routing.
11.3 Subject to the above provisions, GTE will choose the method of
implementing customized routing of OS and DA calls.
11.4 When GTE agrees to provide customized routing to ACI, ACI will
be required to establish dedicated transport in order to route
OS/DA traffic to the designated platform. If unbundled
Dedicated Transport is used to route OS/DA traffic to the
designated platform, ACI must purchase a trunk side port and
establish a collocation arrangement in accordance with Section
2.3 of this Article. The rates for these Unbundled Network
Elements will be billed in accordance with Appendix F. If the
Dedicated Transport used to route OS/DA traffic to the
designated platform is ordered out of the applicable access
tariff, no collocation arrangement or trunk side port is
required.
12. ADVANCED INTELLIGENT NETWORK ACCESS (AIN). GTE will provide ACI
access to GTE AIN functionality from GTE's AIN SCP via GTE's local
switch or ACI's local switch.
13. NONDISCRIMINATION PROVISION AND SUPPORT. GTE agrees to provide
unbundled network elements in a timely manner considering the need and
volume of requests. GTE will provide unbundled network elements in a
non-discriminatory manner as required by the Act and shall provide
power to such elements on the same basis as GTE provides to itself.
14. PROVISIONING INTERVALS. GTE agrees to provide unbundled network
elements in a timely manner considering the need and volume of
requests, pursuant to agreed upon service provisioning intervals. Such
provisioning intervals shall be provided in a nondiscriminatory manner
as required by the Act.
15. DIRECTORY ASSISTANCE LISTING. When ACI orders an unbundled port, a
Directory Service Request (DSR) must be submitted to have the listing
included in GTE's Directory Assistance database. The applicable
ordering charge will be applied for processing the DSR.
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ARTICLE VIII
ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS
1. BONA FIDE REQUEST PROCESS.
1.1 INTENT. The Bona Fide Request process may be used by ACI to request
certain services, features, capabilities or functionality not currently
defined in this Agreement.
1.2 PROCESS.
1.2.1 A Bona Fide Request shall be submitted in writing by ACI and shall
specifically identify the need to include technical requirements,
space requirements and/or other such specifications that clearly
define the request.
1.2.2 Although not expected to do so, ACI may cancel a Bona Fide Request
in writing at any time prior to ACI and GTE agreeing to price and
availability. GTE will then cease analysis of the request.
1.2.3 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.
1.2.4 Except under extraordinary circumstances, within ten (10) Business
Days of its receipt of a Bona Fide Request, GTE shall provide a
proposed price and availability date, or it will provide an
explanation as to why GTE elects not to meet ACI's request. GTE
will consider relevant portions of previous BFRs, from any carrier,
in the evaluation of the BFR in progress to make best efforts to
shorten response times and, to the extent possible, avoid duplicate
work. If extraordinary circumstances prevail, GTE will inform ACI
as soon as it realizes that it cannot meet the ten (10) Business
Day response due date. ACI and GTE will then determine a mutually
agreeable date for receipt of the request.
1.2.5 Unless ACI 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
ACI, in accordance with the applicable provisions of the Agreement.
1.2.6 If at any time an agreement cannot be reached as to the terms and
conditions or price of the request GTE agrees to meet, the dispute
resolution procedures described in Article III hereunder may be
used by a Party to reach a resolution.
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2. TRANSFER OF SERVICE ANNOUNCEMENTS. For services other than GTE resold and
ported number services, when an end user customer transfers service from
one Party to the other Party, and does not retain its original telephone
number, the Party formerly providing service to the end user will provide,
upon request and if such service is provided to its own customers, a
referral announcement on the original telephone number. This announcement
will provide the new number of the customer and will remain in effect for
the same time period this service is provided to GTE's own end users. For
GTE resold and ported number services, GTE shall provide an intercept
referral on behalf of ACI.
3. MISDIRECTED CALLS. The Parties will employ the following procedures for
handling any misdirected calls (e.g., Business office, repair bureau,
etc.).
3.1 To the extent the correct provider can be determined, each Party will refer
misdirected calls to the proper provider of local exchange service. When
referring such calls, both Parties agree to do so in a courteous manner, at
no charge.
3.2 For misdirected repair calls, the Parties will provide their respective
repair bureau contact number to each other on a reciprocal basis and
provide the end user the correct contact number.
3.3 In responding to misdirected calls, neither Party shall make disparaging
remarks about each other, nor shall they use these calls as a basis for
internal referrals or to solicit end users or to market services.
4. 911/E911 ARRANGEMENTS.
4.1 DESCRIPTION OF SERVICE. If ACI has a 911 obligation in a specific area and
if GTE provides the routing service for 911 traffic in that area, ACI
will install a minimum of two (2) dedicated trunks to GTE's 911/E911
selective routers (i.e., 911 tandem offices) that serve the areas in which
ACI provides Exchange Services, for the provision of 911/E911 services and
for access to all subtending PSAPs. The dedicated trunks shall be, at a
minimum, DS-0 level trunks configured as a 2-wire analog interface or as
part of a digital (1.544 Mbps) interface in which all circuits are
dedicated to 9-1-1 traffic. Either configuration shall use CAMA type
signaling with multifrequency ("MF") tones that will deliver ANI with the
voice portion of the call. GTE will provide ACI with the appropriate CLLI
codes and specifications of the tandem office serving area or the location
of the primary PSAP when there is no 911 routing in that 911 district. If
an ACI central office serves end users in an area served by more than one
(1) GTE 911/E911 selective router, ACI will install a minimum of two (2)
dedicated trunks in accordance with this Section to each of such 911/E911
selective routers or primary PSAP.
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4.2 TRANSPORT. If ACI desires to obtain transport from GTE to the GTE 911
selective routers, ACI may purchase such transport from GTE at the rates
set forth in Appendix G.
4.3 COOPERATION AND LEVEL OF PERFORMANCE. 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 ACI's systems to the 911/E911 platforms, with a level of
performance that will provide the same grade of service as that which GTE
provides to its own end users. To this end, GTE will provide documentation
to ACI showing the correlation of its rate centers to its E911 tandems at
rates set forth in Appendix G.
4.4 BASIC 911 AND E911 GENERAL REQUIREMENTS:
4.4.1 Basic 911 and E911 provides a caller access to the appropriate
emergency service bureau by dialing a 3-digit universal telephone
number (911).
4.4.2 Where GTE has a 911 selective router installed in the network
serving the 911 district, GTE shall use subscriber data derived
from the Automatic Location Identification/Database Management
System (ALI/DMS) to selectively route the 911 call to the Public
Safety Answering Point (PSAP) responsible for the caller's
location.
4.4.3 All requirements for E911 also apply to the use of SS7 as a type of
signaling used on the interconnection trunks from the local switch
to an end office or a selective router.
4.4.4 Basic 911 and E911 functions provided to ACI shall be at least at
parity with the support and services that GTE provides to its
subscribers for such similar functionality.
4.4.5 Basic 911 and E911 access from Local Switching shall be provided to
ACI in accordance with the following:
4.4.5.1 GTE and ACI shall conform to all state regulations concerning
emergency services.
4.4.5.2 For E911, both ACI and GTE shall use their respective service
order processes to update access line subscriber data for
transmission to the database management systems. Validation will
be done via MSAG comparison listed in Section 4.4.5.5.
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4.4.5.3 If legally required by the appropriate jurisdiction, GTE shall
provide or overflow 911 traffic to be routed to GTE Operator
Services or, at ACI's discretion, directly to ACI Operator
Services.
4.4.5.4 Basic 911 and E911 access from the ACI local switch shall be
provided from GTE to ACI in accordance with the following:
4.4.5.4.1 If required by ACI and technically feasible, GTE shall
interconnect direct trunks from the ACI network to the
E911 PSAP, or to the E911 selective routers as
designated by ACI. Such trunks may alternatively be
provided by ACI.
4.4.5.4.2 In government jurisdictions where GTE has obligations
under existing Agreements as the primary provider of
the 911 System to the county (i.e., "lead telco"), ACI
shall participate in the provision of the 911 System as
follows:
4.4.5.4.2.1 Each Party shall be responsible for those portions of
the 911 System for which it has control, including any
necessary maintenance to each Party's portion of the
911 System.
4.4.5.4.2.2 ACI and GTE recognize that the lead telco in a 911
district has the responsibility of maintaining the ALI
database for that district. Each company will provide
its access line subscriber records to the database
organization of that lead telco. ACI and GTE will be
responsible for correcting errors when notified by
either the 911 district or its customer, and then
submitting the corrections to the lead telco. Lead
telco database responsibilities are covered in Section
4.4.5.5 of this Article.
4.4.5.4.2.3 ACI shall have the right to verify the accuracy of
information regarding ACI customers in the ALI database
using methods and procedures mutually agreed to by the
Parties. The fee for this service shall be determined
based upon the agreed upon solution.
4.4.5.4.3 If a Third Party is the primary service provider to a
911 district, ACI shall negotiate separately with such
Third Party with regard to the provision of 911 service
to the agency. All relations between such Third Party
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and ACI are totally separate from this Agreement and
GTE makes no representations on behalf of the Third
Party.
4.4.5.4.4 If ACI or Affiliate is the primary service provider to
a 911 district, ACI and GTE shall negotiate the
specific provisions necessary for providing 911 service
to the agency and shall include such provisions in an
amendment to this Agreement.
4.4.5.4.5 Interconnection and database access shall be at rates
as set forth in Appendix G.
4.4.5.4.6 GTE shall comply with established, competitively
neutral intervals for installation of facilities,
including any collocation facilities, diversity
requirements, etc.
4.4.5.4.7 In a resale situation, where it may be appropriate for
GTE to update the ALI database, GTE shall update such
database with ACI data in an interval no less than is
experienced by GTE subscribers, or than for other
carriers, whichever is faster, at no additional cost.
4.4.5.5 The following are Basic 911 and E911 Database Requirements:
4.4.5.5.1 The ALI database shall be managed by GTE, but is the
property of GTE and any participating LEC or CLEC which
provides their records to GTE.
4.4.5.5.2 Copies of the MSAG shall be provided within five (5)
business days after the date the request is received
and provided on diskette or paper copy at the rates set
forth in Appendix G.
4.4.5.5.3 ACI shall be solely responsible for providing ACI
database records to GTE for inclusion in GTE's ALI
database on a timely basis.
4.4.5.5.4 GTE and ACI shall arrange for the automated input and
periodic updating of the E911 database information
related to ACI end users. GTE shall work cooperatively
with ACI to ensure the accuracy of the data transfer by
verifying it against the Master Street Address Guide
("MSAG"). GTE shall accept
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electronically transmitted files or magnetic tape that
conform to National Emergency Number Association ("NENA")
Version #2 format.
4.4.5.5.5 ACI shall assign an E911 database coordinator charged
with the responsibility of forwarding ACI end user ALI
record information to GTE or via a third-party entity,
charged with the responsibility of ALI record transfer.
ACI assumes all responsibility for the accuracy of the
data that ACI provides to GTE.
4.4.5.5.6 GTE shall update the database within one (1) business
day of receiving the data from ACI. If GTE detects an
error in the ACI provided data, the data shall be
returned to ACI within one day from when it was
provided to GTE. ACI shall respond to requests from
GTE to make corrections to database record errors by
uploading corrected records within one day. Manual
entry shall be allowed only in the event that the
system is not functioning properly.
4.4.5.5.7 GTE agrees to treat all data on ACI subscribers
provided under this Agreement as strictly confidential
and to use data on ACI subscribers only for the purpose
of providing E911 services.
4.4.5.5.8 GTE shall adopt use of a Carrier Code (NENA standard
five-character field) on all ALI records received from
ACI. The Carrier Code will be used to identify the
carrier of record in NP configurations. The NENA
Carrier Code for ACI is "ACI"; the NENA Carrier Code
for GTE is "GTE."
4.4.5.6 GTE and ACI will comply with the following requirements for
network performance, maintenance and trouble notification.
4.4.5.6.1 Equipment and circuits used for 911 shall be monitored
at all times. Monitoring of circuits shall be done to
the individual trunk level. Monitoring shall be
conducted by GTE for trunks between the selective
router and all associated PSAPs.
4.4.5.6.2 Repair service shall begin immediately upon report of a
malfunction. Repair service includes testing and
diagnostic service from a remote location, dispatch of
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or in-person visit(s) of personnel. Where an on-site
technician is determined to be required, a technician
will be dispatched without delay.
4.4.5.6.3 GTE shall notify ACI forty-eight (48) hours in advance
of any scheduled testing or maintenance affecting ACI
911 service. GTE shall provide notification as soon as
possible of any unscheduled outage affecting ACI 911
service.
4.4.5.6.4 All 911 trunks must be capable of transporting Baudot
Code necessary to support the use of Telecommunications
Devices for the Deaf ("TTY/TDDs").
4.4.5.7 Basic 911 and E911 Additional Requirements
4.4.5.7.1 All ACI lines that have been ported via INP shall reach
the correct PSAP when 911 is dialed. Where GTE is the
lead telco and provides the ALI, the ALI record will
contain both the ACI number and GTE ported number. The
PSAP attendant shall see both numbers where the PSAP is
using a standard ALI display screen and the PSAP
extracts both numbers from the data that is sent. GTE
shall cooperate with ACI to ensure that 911 service is
fully available to all ACI end users whose telephone
numbers have been ported from GTE, consistent with
State provisions.
4.4.5.7.2 ACI and GTE shall be responsible for reporting all
errors, defects and malfunctions to one another. GTE
and ACI shall provide each other with a point of
contact for reporting errors, defects, and malfunctions
in the service and shall also provide escalation
contacts.
4.4.5.7.3 ACI may enter into subcontracts with third parties,
including ACI Affiliates, for the performance of any of
ACI's duties and obligations stated herein.
4.4.5.7.4 Where GTE is the lead telco, GTE shall provide ACI with
notification of any pending selective router moves
within at least ninety (90) days in advance..
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4.4.5.7.5 Where GTE is the lead telco, GTE shall establish a
process for the management of NPA splits by populating
the ALI database with the appropriate new NPA codes.
4.4.5.7.6 Where GTE is the lead telco, GTE shall provide the
ability for ACI to update 911 database with end user
information for lines that have been ported via INP or
LNP.
4.4.6 Basic 911 and E911 Information Exchanges and interfaces. Where GTE
is the lead telco:
4.4.6.1 GTE shall provide ACI access to the ALI Gateway which interfaces
to the ALI/DMS database. GTE shall provide error reports from
the ALI/DMS database to ACI within one (1) day after ACI inputs
information into the ALI/DMS database. Alternately, ACI may
utilize GTE or a Third Party entity to enter subscriber
information into the database on a demand basis, and validate
subscriber information on a demand basis. The rates are set
forth in Appendix G.
4.4.6.2 GTE and ACI shall arrange for the automated input and periodic
updating of the E911 database information related to ACI end
users. GTE shall work cooperatively with ACI to ensure the
accuracy of the data transfer by verifying it against the Master
Street Address Guide ("MSAG"). GTE shall accept electronically
transmitted files or magnetic tape that conform to National
Emergency Number Association ("NENA") Version #2 format.
4.4.6.3 Updates to MSAG. Upon receipt of an error recording an ACI
subscriber's address from GTE, and where GTE is the lead telco,
it shall be the responsibility of ACI to ensure that the address
of each of its end users is included in the Master Street Address
Guide ("MSAG") via information provided on ACI's Local Service
Request ("LSR") or via a separate feed established by ACI
pursuant to Section 4.4.5.7 of this Article.
4.4.6.4 The ALI database shall be managed by GTE, but is the property of
GTE and all participating telephone companies. The interface
between the E911 Switch or Tandem and the ALI/DMS database for
ACI subscriber shall meet industry standards.
4.5 COMPENSATION. In situations in which GTE is responsible for maintenance of
the 911 /E911 database and can be compensated for maintaining ACI's
information by the municipality, GTE will seek such compensation from the
municipality.
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GTE will seek compensation from ACI only if and to the extent that GTE is
unable to obtain such compensation from the municipality. GTE shall
charge ACI a portion of the cost of the shared 911 /E911 selective router
as set forth in Appendix G.
5. INFORMATION SERVICES TRAFFIC.
5.1 ROUTING. Each Party shall route traffic for Information Services (I.E.,
900-976, Internet, weather lines, sports providers, etc.) which originates
on its network to the appropriate Information Service Platform.
5.2 BILLING AND COLLECTION AND INFORMATION SERVICE PROVIDER (ISP) REMUNERATION.
5.2.1 In the event GTE performs switching of ISP traffic associated with
resale or unbundled network elements for ACI, GTE shall provide to
ACI GTE's standard call detail records so as to allow ACI to bill
its end users. GTE shall not be responsible or liable to ACI or
ISP for Billing and Collection and/or any receivables of
Information Service Providers.
5.2.2 Notwithstanding and in addition to Article III, Section 24, GTE
shall be indemnified and held harmless by ACI from and against any
and all suits, actions, losses, damages, claims, or liability of
any character, type, or description, including all expenses of
litigation and court cost which may arise as a result of the
provisions contained in Section 5.2.1 supra. The indemnity
contained in this section shall survive the termination of this
Agreement, for whatever reason.
5.2.3 GTE agrees to notify ACI in writing within working days, by
registered or certified mail at of any claim made
against GTE on the obligations indemnified against pursuant to this
Section 5.
5.2.4 It is understood and agreed that the indemnity provided for in this
Section 5 is to be interpreted and enforced so as to provide
indemnification of liability to GTE to the fullest extent now or
hereafter permitted by law.
5.3 900-976 CALL BLOCKING. GTE shall not unilaterally block 900-976 traffic in
which GTE performs switching associated with resale or unbundled network
elements. GTE will block 900-976 traffic when requested to do so, in
writing, by ACI. ACI shall be responsible for all cost associated with the
900-976 call blocking request. GTE reserves the right to block any and all
calls which may harm or damage its network.
5.4 MISCELLANEOUS. GTE reserves the right to provide to any Information
Service Provider a list of any and all Telecommunications Providers doing
business with GTE.
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6. TELEPHONE RELAY SERVICE. Local and intraLATA Telephone Relay Service
("TRS") enables deaf, hearing-impaired, or speech-impaired TRS users to
reach other telephone users. With respect to resold services, ACI's end
users will have access to the state authorized TRS provider to the extent
required by the Commission, including any applicable compensation
surcharges.
7. DIRECTORY ASSISTANCE (DA) AND OPERATOR SERVICES (OS). Where ACI is
providing local service with its own switch, upon ACI's request GTE will
provide to ACI rebranded or unbranded directory assistance services and/or
operator services pursuant to separate contracts to be negotiated in good
faith between the Parties. If ACI so requests directory assistance
services and/or operator services, such contracts shall provide for the
following:
7.1 DIRECTORY ASSISTANCE CALLS. GTE directory assistance centers shall provide
number and addresses to ACI end users in the same manner that number and
addresses are provided to GTE end users. If information is provided by an
automated response unit ("ARU"), such information shall be repeated twice
in the same manner in which it is provided to GTE end users. Where
available, GTE will provide call completion to ACI end users in the same
manner that call completion is provided to GTE end users. GTE will provide
its existing services to ACI end users consistent with the service provided
to GTE end users.
7.2 OPERATOR SERVICES CALLS. GTE operator services provided to ACI end users
shall be provided in the same manner GTE operator services are provided to
GTE end users. In accordance with GTE practices and at GTE rates, GTE will
offer to ACI end users collect, person-to-person, station-to-station
calling, Third Party billing, emergency call assistance, calling card
services, credit for calls, time and charges, notification of the length of
call, and real time rating. GTE operators shall also have the ability to
quote ACI rates upon request but only if there is appropriate cost recovery
to GTE and to the extent it can be provided within the technical
limitations of GTE's switches. GTE will provide its existing services to
ACI end users consistent with the service GTE provides to its own end
users.
8. DIRECTORY ASSISTANCE LISTINGS INFORMATION. GTE will include listings in
its directory assistance database for ACI end users in the same geographic
area as GTE provides directory assistance for GTE end users as specified in
Article VI, Section ?.
8.1 GTE shall provide to ACI, at ACI's request, for purposes of ACI providing
ACI-branded directory assistance services to its local customers, within
sixty (60) Business Days after an order for such tape is received, all
published DA listings for that specific state via magnetic tape. Such
listings will be Confidential Information under this Agreement and ACI will
use the listings only for its directory assistance services to its end
users. If ACI uses a Third Party directory assistance service to its end
users, ACI will ensure that such Third Party likewise
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treats the listings as Confidential Information under this Agreement,
and uses them only for such directory assistance. 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.
The rate to be paid by ACI to GTE will be reasonable and mutually agreed.
8.2 The Parties will not release DA Listing Information that includes the other
Party's end user information to Third Parties without the other Party's
written approval. The other Party will inform the Releasing Party if it
desires to have the Releasing Party provide the other Party's DA Listing
Information to the Third Party, in which case, the Releasing Party shall
provide the other Party's DA Listing Information at the same time as the
Releasing Party provides the Releasing Party's DA Listing Information to
the Third Party. The rate to be paid by the Releasing Party to the other
Party shall be no more than the direct costs of compiling such
information. The other Party shall be responsible for billing the Third
Party.
8.3 The Parties will work together to identify and develop procedures for
database error corrections.
9. DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION. ACI will be required to
negotiate a separate agreement for directory listings and directory
distribution, except as set forth below, with GTE's directory publication
company.
LISTINGS. ACI agrees to supply GTE on a regularly scheduled
basis, at no charge, and in a mutually agreed upon format (e.g.
Ordering and Billing Forum developed), all listing information
for ACI's subscribers who wish to be listed in any GTE published
directory for the relevant operating area. Listing information
will consist of names, addresses (including city, state and zip
code) and telephone numbers. Nothing in this Agreement shall
require GTE to publish a directory where it would not otherwise
do so.
Listing inclusion in a given directory will be in accordance
with GTE's solely determined directory configuration, scope,
and schedules, and listings will be treated in the same manner
as GTE's listings.
DISTRIBUTION. Upon directory publication, GTE will arrange for
the initial distribution of the directory to service subscribers
in the directory coverage area at no charge.
ACI 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.
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10. BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT. Each Party
shall establish procedures whereby its operator assistance bureau will
coordinate with the operator assistance bureau of the other Party to
provide Busy Line Verification ("BLV") and Busy Line Verification and
Interrupt ("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 contained in APPENDIX ?, or if there is no
applicable rate listed in APPENDIX ?, at the rates in their respective
tariffs.
11. SAG. GTE will provide to ACI upon request the Street Address Guide at a
reasonable charge. Two companion files will be provided with the SAG which
lists all services and features at all LSOs, and lists services and
features that are available in a specific LSO.
12. DIALING FORMAT CHANGES. GTE will provide reasonable notification to ACI of
changes to local dialing format, I.E., 7 to 10 digit, by end office.
13. OPERATIONAL SUPPORT SYSTEMS (OSS). GTE shall provide OSS functions to ACI
for ordering, provisioning and billing that are generally available as
described in APPENDIX H attached to this Agreement and consistent with
Commission and FCC decisions applicable to the Parties.
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ARTICLE IX
COLLOCATION
1. PHYSICAL COLLOCATION. GTE shall provide to ACI physical collocation of
equipment pursuant to 47 CFR Section 51.323 necessary for interconnection
or for access to unbundled network elements.GTE will work with ACI to
install physical collocation arrangements within 120 calendar days absent
extenuating circumstances. GTE will provide such collocation for purposes
of interconnection or access to unbundled network elements pursuant to the
terms and conditions in the applicable federal and state EIS tariffs.
If GTE demonstrates that physical collocation is not practical because of
technical reasons or space limitations, as provided in Section 251(c)(6)
of the Act, GTE will provide ACI an alternative arrangement as described
in 2. below, subject to the Parties good faith resolution of
implementation issues.
1.1 SPACE PLANNING. In addition to such provisions for space planning and
reservation as may be set forth in the applicable GTE federal and state EIS
tariffs, the parties agree to the following terms and conditions.
1.1.1 GTE has the right to reasonably reserve space within its central
offices for its own use based on future plans. If GTE denies ACI's
application for initial or growth collocation space based on
reserving space for GTE's future needs, and ACI disagrees with
GTE's denial for space, GTE agrees to demonstrate to the Commission
proper justification for GTE's reservation of space.
1.1.2 GTE will notify ACI if it plans to build an addition to a central
office where ACI has collocated facilities, if such addition would
result in a material increase of space available for collocation.
1.1.3 Should ACI submit to GTE a two-year forecast for space planning for
collocated facilities in a central office, GTE will, in good faith,
consider and discuss such forecast with ACI when considering space
planning or utilization decisions for such central office;
provided, however that any final space planning or utilization
decision shall be made by GTE in its sole discretion in light of
GTE requirements.
1.1.4 Subject to technical feasibility and space limitations, GTE will
make available at applicable federal and state EIS tariffs such
intraoffice facilities as may be necessary to accommodate projected
volumes of ACI traffic.
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1.2 CONNECTION TO CUSTOMER LOOPS AND PORTS. Facilities for cross-connection to
unbundled loops and ports shall be provided under the applicable GTE
federal tariff for Special Access Cross Connect, until such time as a local
tariff applicable to the facilities used for such cross-connection is
filed.
1.3 CONNECTION TO OTHER COLLOCATED CARRIERS. Subject to technical feasibility
and space limitations, ACI may interconnect with other carriers collocated
at a GTE central office at which ACI has collocated facilities; provided,
however, that ACI and such other carriers must be collocated at the GTE
central office for the primary purpose of interconnecting with GTE or
accessing GTE's unbundled network elements. If ACI wants to interconnect
with other carriers collocated at a GTE central office, ACI must provide
GTE with thirty Business Days' prior written notice, during which time GTE
may elect to provide the facilities necessary to accomplish such
interconnection. ACI and the other collocated carriers may provide the
necessary interconnection facilities only if GTE elects not to provide such
facilities or fails to so elect within the thirty day notice period. If
GTE elects to provide interconnection facilities under this section, GTE
will provide this cross connection under the GTE federal tariff for Special
Access Cross Connect, until such time as a local tariff applicable to the
facilities used for such interconnection facilities is filed.
1.4 CHOICE OF VENDOR. ACI may use the vendor of its choice to install,
maintain and repair equipment within ACI's collocated space. Access by the
employees, agents or contractors of such vendor shall be subject to the
same restrictions on access by employees, agents or contractors of ACI
imposed under the applicable GTE federal and state EIS tariffs, including
but not limited to certification and approval by GTE.
1.5 MONITORING. Subject to technical feasibility and space limitations, ACI
may extend its own facilities for remote monitoring of its collocated
equipment to its collocated space. ACI may request that GTE provide the
facilities necessary for such remote monitoring, at which time GTE and ACI
will negotiate in good faith the price, terms and conditions of remote
monitoring by GTE.
1.6 PHONE SERVICE. Upon ordering collocated space, ACI may order that its
collocation cage be provided with plain old telephone service (POTS) and/or
ISDN, if available, commencing at such time as GTE has completed
construction of the collocated space. ACI shall pay separately for any
ordered POTS or ISDN service.
1.7 INTRAOFFICE DIVERSITY. At ACI's request, GTE will provide diversity for
ingress/egress fiber and power cables where such diversity is available and
subject to technical feasibility and space limitations.
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1.8 NOTIFICATION OF MODIFICATIONS. GTE will notify ACI of modifications to
collocation space in accord with the terms of applicable GTE state and
federal EIS tariffs. Additionally, GTE shall notify ACI when major
upgrades are made to the power plants supporting ACI's collocation space.
The following shall constitute such major upgrades:
(a) replacement of a rectifier;
(b) addition or replacement of a new fusing module;
(c) addition or replacement of a power distribution unit frame; or
(d) addition or replacement of modular rectifiers.
1.9 DRAWINGS. When ACI orders collocated space, GTE and ACI will hold a
GTE/Customer meeting in accord with applicable GTE state and federal EIS
tariffs. At such meeting, GTE will provide such drawings of GTE's central
office facility as may be necessary to adequately depict ACI's proposed
collocation space.
1.10 CONSTRUCTION OF SPACE. GTE, or a GTE approved contractor selected by ACI,
will construct ACI's collocation space in accord with the terms and
conditions set forth in the applicable GTE state and federal EIS tariff.
Additionally, GTE agrees to the following terms and conditions regarding
construction of collocated space:
1.10.1 Space will be constructed in 100 square foot increments, and shall
be designed so as to prevent unauthorized access.
1.10.2 A standard 100 square foot cage shall have the following standard
features:
(a) eight-foot high, nine gauge chain link panels;
(b) three of the panels listed at (a) above shall measure eight by
ten feet, the fourth panel shall measure eight by seven feet;
(c) the door to the cage shall measure eight by three feet and shall
also consist of nine gauge chain link;
(d) the cage shall be provided with one padlock set, with GTE
retaining one master key;
(e) one ac electrical outlet;
(f) one charger circuit system;
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(g) one electrical sub-panel;
(h) such additional lighting as may be necessary;
(i) one fire detection requirement evaluation;
(j) grounding for the cage consistent with COEI.
1.10.3 Modifications to the standard configuration set forth in Section
1.10.2 can be made on an individual case basis. If modifications
are agreed upon and made by the Parties, GTE will work with ACI to
implement such additional modifications as may be necessary to
ensure that ACI's collocated space is protected from unauthorized
access.
1.10.4 At such time as construction of ACI's collocation space is
approximately 50 percent completed, GTE will give ACI notification,
and such notification shall include scheduled completion and
turnover dates.
1.10.5 Upon completion of construction of collocated space, GTE will
conduct a walk through of the collocated space with ACI. Should
ACI note any deviations from the plan agreed upon by GTE and ACI at
the customer meeting, and if such deviations were not requested by
ACI or not required by law, GTE shall correct such deviations at
its own expense within 5 Business Days.
1.11 CONNECTION EQUIPMENT. ACI may provision equipment for the connection of
ACI termination equipment to GTE equipment using either of the following
methods:
1.11.1 ACI may extend an electrical or optical cable from the terminal
within ACI's collocation cage and terminate that cable at GTE's
network.
1.11.2 ACI may install a patch panel within its collocation cage and then
hand the cabling to GTE to extend to and have GTE terminate that
cable at GTE's network.
1.12 ACCESS TO ACI COLLOCATION SPACE. The terms and conditions of access to
CLEC's collocation space shall be as set forth in applicable GTE state and
federal EIS tariffs. ACI shall have access to its collocated equipment on a
twenty-four hour, seven-days-a-week basis subject to reasonable security
and safety controls. Additionally, GTE agrees that the following terms and
conditions shall apply to access:
1.12.1 GTE shall implement adequate measures to control access to
collocation cages.
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1.12.2 Collocation space shall comply with all applicable fire and safety
codes.
1.12.3 Doors with removable hinges or inadequate strength shall be
monitored by an alarm connected to a manned site. All other alarms
monitoring ACI collocation space provided by GTE shall also be
connected to a manned site. ACI may, at its option, provide its
own intrusion alarms for its collocated space.
1.12.4 GTE shall control janitorial access to collocation cages, and
restrict such access to approved and certified employees, agents or
contractors.
1.12.5 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 EIS
tariffs.
1.12.6 GTE shall retain a master key to ACI's collocation space for use
only in event of emergency as detailed in applicable GTE state and
federal tariffs. At ACI's option, the Parties shall review key
control procedures no more frequently than once in any twelve month
period. At any time, ACI 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.
1.12.7 Not more frequently than once a year, ACI 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 EIS tariffs. Should
ACI identify deficiencies in security and access procedures and
equipment as a result of such audit, the cost, terms and conditions
of the correction of such deficiencies shall be negotiated in good
faith between the parties.
1.14 COMMON COLLOCATION SPACE. Where sufficient space exists and upon request,
GTE will provide for collocation on a shared or common space basis, with
each collocator's area defined within the common space. Space for common
collocation will be allocated within the same secured space as other forms
of physical collocation; ie, caged collocation. Space will be made
available in single frame bay increments and requests for multiple bay
space will be provided n adjacent bays where possible. Space will be
provided utilizing standard equipment bay configurations in which the
collocator can place and maintain its
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own equipment. Access to the common collocation space will be on the
same terms as physical caged collocation in the same wire center. Each
collocator shall be responsible for providing any additional security
measures to protect its equipment. The rates, terms, and conditions that
apply specifically to common collocation are TBD. To the extent not
inconsistent with these requirements, the remaining rates, terms, and
conditions for physical collocation shall apply to common collocation.
2. ACCESS TO UNBUNDLED ELEMENTS. In order to provide the capability for ACI
to connect its facilities to GTE's unbundled elements at the wire center
where the elements are resident, the Parties agree to use the following
heirarchy of collocation options and alternatives to collocation:
2.1 If space is available, ACI will use physical (caged) collocation as
described in Section 1. above.
2.2 If space is not available for physical collocation, ACI will use common
collocation as described in Section 1.14 above, provided that (1) common
collocation is either currently available or can be made available within
120 days, and (2) sufficient space is available to meet ACI's reasonable
needs.
2.3 If space is not available for physical or common collocation, GTE will work
with ACI to provide an alternate arrangement to access unbundled elements.
Such arrangements may include, but are not limited to, those described
below. GTE's ability to provide any specific arrangement or technology may
vary by location. Unless provided by GTE tariff, the technical
requirements and the rates, terms, and conditions of each arrangement
will be established on an individual case basis.
2.3.1 VIRTUAL COLLOCATION. Virtual collocation is provided pursuant to GTE
Tariff.
2.3.2 CONNECTION TO AN INTERMEDIARY DISTRIBUTION FRAME. GTE will provide a
dedicated intermediary distribution frame (IDF) or dedicated space
on a shared IDF for ACI. ACI will be required to provide copper cable
facilities to connect the IDF to ACI's network. ACI will not have
access to GTE's building. ACI will hand off the building entrance
cable to GTE at the nearest man hole to GTE's building or another
mutually agreed upon location. GTE will pull the cable into GTE's
building and terminate it on the IDF. GTE will connect the IDF to
GTE's main distribution frame (MDF). Standard EIS cross connect
charges will apply to connect UNEs to the termination at the MDF.
2.3.3 CONNECTION TO THE MAIN DISTRIBUTION FRAME. GTE will provide
dedicated copper cable facilities necessary to connect GTE's MDF
with ACI's network. GTE and ACI facilities will be connected at a
meet point in the nearest man hole to GTE's building or at another
mutually agreed upon location. GTE will
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terminate the cable on the MDF. ACI will not have access to GTE's
building or GTE's cable other than at the meet point. Standard EIS
cross connect charges will apply to connect UNEs to the termination
at the MDF.
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ARTICLE X
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY
To the extent required by the Act, GTE and ACI shall each afford to the other
access to the poles, ducts, conduits and rights of way it owns or controls on
terms, conditions and prices comparable to those offered to any other entity
pursuant to each Parties tariffs and/or standard agreements. Accordingly, if
either Party desires access to the other Party's poles, ducts, or rights of way,
GTE and ACI shall execute pole attachment and conduit occupancy agreements.
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IN WITNESS WHEREOF, each Party has executed this Agreement to be effective as
of the date first above written.
GTE ACI
By /s/ CONNIE NICHOLAS By /s/ ERIC H. GEIS
------------------------ ----------------------------
Name Connie Nicholas Name Eric H. Geis
------------------------ ----------------------------
Title Assistant Vice President Title VP and GM
Wholesale Markets-Interconnection ----------------------------
------------------------
Date December 1, 1998 Date November 13, 1998
------------------------ ----------------------------
<PAGE>
APPENDIX A
SERVICE MATRIX
Date
-------------------------
Service Location Services
(identified by IP (identified by __________)
tandem serving area) (identified by CLLI code)
- ------------------------------------------------------------------------------
A-1
<PAGE>
APPENDIX B
INTERCONNECTION, TELECOMMUNICATIONS SERVICES
AND FACILITIES AGREEMENT
BETWEEN
GTE __________ INCORPORATED
___________________________
AMENDMENT NO. _____
THIS AMENDMENT (herein so called) is made effective as of ___________________,
199___, by and between GTE ________________________ Incorporated ("GTE") and
_______________________________ ("ACI"). GTE and ACI are sometimes referred to
herein collectively as the "PARTIES" and individually as a "PARTY." Either GTE
or ACI may be referred to as "PROVIDER" or "CUSTOMER" as the context requires.
WHEREAS, Provider is providing to Customer and Customer is purchasing from
Provider those Services described in that certain Interconnection,
Telecommunications Services and Facilities Agreement for the State of
____________ by and between GTE and ACI dated effective as of _______________,
199___ (the "AGREEMENT"); and
WHEREAS, the Parties desire to amend the Agreement as provided in this
Amendment.
NOW, THEREFORE, in consideration of the terms and conditions contained in this
Amendment, the Parties agree as follows:
1.
2. ADDITIONAL SERVICES [IF APPLICABLE]
2.1 Provider agrees to provide to Customer and Customer agrees to purchase
from Provider the following services under the terms and conditions
set forth in the Agreement and within the service attachment listed
below and attached to this Amendment:
Service Attachment _____ - ________________________
2.2 As of the effective date of this Amendment, and continuing through the
remaining term of the Agreement, __________________ is made a part of
the Services provided under the Agreement and Service Attachment _____
shall be deemed to be a Service Attachment to the Agreement.
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2.3 As of the effective date of this Amendment, and continuing through the
remaining term of the Agreement, APPENDIX A, Service Matrix, to the
Agreement is hereby deleted and APPENDIX A, Service Matrix, to this
Amendment is hereby inserted in lieu thereof to reflect the additional
Services and related Service Locations.
3. SERVICE LOCATIONS [IF APPLICABLE]
3.1 Provider agrees to provide to Customer and Customer agrees to purchase
from Provider the following Services in the following locations:
Service Location IP Services
(identified by tandem (identified by CLLI (identified by Service
serving area) code) Attachment Number)
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3.2 As of the effective date of this Amendment, the locations set forth in
Section 3.1 above shall be deemed Service Locations under the
Agreement.
3.3 As of the effective date of this Amendment, and continuing through the
remaining term of the Agreement, APPENDIX A, Service Matrix, to the
Agreement is hereby deleted and APPENDIX A, Service Matrix, to this
Amendment is hereby inserted in lieu thereof to reflect additional
Service Locations.
4. INTERPRETATION
All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
5. EFFECT
Except as modified herein, the Agreement shall remain in full force
and effect.
6. AUTHORITY
Each person whose signature appears below represents and warrants that
he or she has the authority to bind the Party on whose behalf he or
she has executed this Amendment.
B-2
<PAGE>
7. MULTIPLE COUNTERPARTS
This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which shall constitute but one
and the same instrument.
8. NO OFFER
Submission of this Amendment for examination or signature does not
constitute an offer by Provider for the provision of the products or
services described herein. This Amendment will be effective only upon
execution by both Provider and Customer.
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date or
dates written below effective as of the date first above written.
GTE __________ INCORPORATED
----------------------------------------
By By
------------------------------ ------------------------------------
Name Name
------------------------------ ------------------------------------
Title Title
------------------------------ ------------------------------------
Date Date
------------------------------ ------------------------------------
B-3
<PAGE>
APPENDIX C
RATES AND CHARGES FOR
TRANSPORT AND TERMINATION OF TRAFFIC
GENERAL. The rates contained in this APPENDIX C are the rates as defined in
Article V and are subject to change resulting from future Commission or other
proceedings, including but not limited to any generic proceeding to determine
GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated
reserve deficiency, or similar unrecovered GTE costs (including GTE's interim
Universal Service Support Surcharge)), the establishment of a competitively
neutral universal service system, or any appeal or other litigation.
Each Party will bill the other Party as appropriate:
A. The Local Interconnection rate element that applies to Local
Traffic on a minute of use basis that each Party switches for
termination purposes at its wire centers. The local
interconnection rate is $0.0053123.
B. The Tandem Switching rate element that applies to tandem routed
Local Traffic on a minute of use basis. The tandem switching
rate is $0.0013054.
C. The Common Transport Facility rate element that applies to
tandem routed Local Traffic on a per minute/per mile basis.
The Common Transport Facility rate is $0.0000029.
D. The Common Transport Terminal element that applies to tandem
routed Local Traffic on a per minute/per termination basis.
The Common Transport Termination rate is $0.0001670.
E. The Tandem Transiting Charge is comprised of the following rate
elements:
<TABLE>
<S> <C>
Tandem Switching: = $0.0013054
Tandem Transport (10 mile average): 10 x $0.0000029 = $0.0000290
Transport Termination (2 Terminations): 2 x $0.0001670 = $0.0003340
Transiting Charge: = $0.0016684
</TABLE>
C-1
<PAGE>
APPENDIX D
RATES AND CHARGES FOR INTERIM NUMBER PORTABILITY USING RCF
GENERAL. GTE provides interim number portability using remote call forwarding
technology in it's tariff Cal. P.U.C. No. K-4. ACI agrees to use the same terms,
conditions, and charges when providing interim number portability using remote
call forwarding technology to GTE.
In addition, as defined in Article V, Section 3.2.3, the Party providing the
ported number will pay the other Party the rate per line per month for each
ported business line and the rate per line per month for each ported residential
line for the sharing of Access Charges on calls to ported numbers.
Business Rate Per Line Per Month: $4.00
Residential Rate Per Line Per Month: $2.50
D-1
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APPENDIX E
(Reserved For Future Use)
E-1
<PAGE>
APPENDIX F
PRICES FOR UNBUNDLED ELEMENTS
GENERAL. The rates contained in this APPENDIX F are the rates as defined in
Article VII, VII and are subject to change resulting from future Commission or
other proceedings, including but not limited to any generic proceeding to
determine GTE's unrecovered costs (e.g., historic costs, contribution,
undepreciated reserve deficiency, or similar unrecovered GTE costs (including
GTE's interim Universal Service Support Surcharge)), the establishment of a
competitively neutral universal service system, or any appeal or other
litigation.
GTE will offer unbundled loops and ports under the following conditions:
GTE assesses a separate interim universal service fund surcharge for loops and
ports to provide continued universal service support that is implicit in GTE's
current retail services prices; and to respect the careful distinctions Congress
has drawn between access to UNEs, on the one hand, and the purchase at wholesale
rates of GTE services on the other. This surcharge is being addressed (or will
be addressed) by the Commission or a court of competent jurisdiction. The
parties agree that GTE will offer the port and loop UNEs at the rates set forth
below in Appendix F without the interim surcharge, but subject to the following
terms and conditions:
A. ACI agrees that within thirty (30) days after the effective date
of a Commission or court order affirming GTE's interim surcharge,
ACI will (i) begin paying the monthly interim surcharge in accord
with Appendix F, and (ii) to the extent required by the terms of
a Commission or court order relating to the interim surcharge,
ACI will make a lump sum payment to GTE of the total interim
surcharges retroactive to the effective date of this Agreement.
B. Notwithstanding any provision in this Agreement, GTE may, at its
sole discretion and at any time, seek injunctive or other relief
(i) requiring ACI to pay GTE's interim surcharge or (ii)
requiring the Commission to immediately impose the interim
surcharge.
C. Nothing in this Agreement shall restrict or impair GTE from
seeking injunctive relief or any other remedy at any time and in
any court regarding GTE's interim surcharge or the Commission's
rejection or modification of GTE's interim surcharge.
F-2
<PAGE>
MONTHLY RECURRING CHARGES
<TABLE>
<S> <C>
LOCAL LOOPS
2 Wire Analog Voice Grade Loop $ 30.00
4 Wire Analog Voice Grade Loop $ 48.00
2 Wire Digital Loop $ 30.00
4 Wire Digital Loop $ 48.00
DS-1 Loop $ TBD
DS-3 Loop $ TBD
Mid-Span Repeater $ TBD
NETWORK INTERFACE DEVICE
Basic NID $ 2.80
12 x NID $ 3.00
LOCAL SWITCHING (must purchase port)
Ports
2 Wire Analog Line Port $ 6.70
2 Wire ISDN Digital Line Port $ TBD
DS-1 Digital Trunk Port $ 129.90
4 Wire ISDN Digital DS-1 Port $ TBD
Local Switching, average per MOU $0.0053123
Shared Transport
Transport Termination MOU/Term $0.0001670
Transport Facility MOU/Mile $0.0000029
Tandem Switching MOU $0.0013054
VERTICAL FEATURES See Attached
DEDICATED TRANSPORT
CLEC Dedicated Transport
2 Wire Voice $ 30.00
4 Wire Voice $ 48.00
DS1 Standard 1st System $ 240.00
DS1 Standard Add'l System $ 130.00
DS3 Protected, Electrical $ 1,194.94
DS1 to Voice Multiplexing $ 262.85
DS3 to Voice Multiplexing $ 373.55
Interoffice Dedicated Transport
Voice Facility Per ALM $ 5.00
DS1 Facility Per ALM $ 5.00
DS1 Per Termination $ 37.97
DS3 Facility Per ALM $ 30.00
DS3 Per Termination $ 344.54
UNIVERSAL SERVICE SUPPORT (USF) SURCHARGE
Per Loop $ TBD
Per Port $ TBD
EIS CROSS CONNECTION
DS0 Level Connection Tariff
DS1 Level Connection Tariff
</TABLE>
F-3
<PAGE>
NON-RECURRING CHARGES
<TABLE>
<S> <C>
SERVICE ORDERING (loop or port)
Initial Service Order, per order $ 47.25
Transfer of Services Charge, per order $ 16.00
Subsequent Service Order, per order $ 24.00
Customer Service Record Research, per request $ 5.25
INSTALLATION
Unbundled Loop, per loop $ 14.25
Unbundled Port, per port $ 14.25
LOOP FACILITY CHARGE, per order $ 79.75
This charge will apply when field work is required
for establishment of new unbundled loop service.
</TABLE>
F-4
<PAGE>
ATTACHMENT 1
CALIFORNIA UNBUNDLED VERTICAL FEATURES
<TABLE>
<CAPTION>
(Subject to
VERTICAL FEATURES Availability)
----------------- -------------
<S> <C> <C>
Three Way Calling $/line/month $1.13
Call Forwarding Variable $/line/month $1.23
Cust. Changeable Speed Calling 1-Digit $/line/month $0.90
Cust. Changeable Speed Calling 2-Digit $/line/month $0.92
Call Waiting $/line/month $0.73
Cancel Call Waiting $/line/month $0.25
Automatic Callback $/line/month $0.41
Automatic Recall $/line/month $0.32
Calling Number Delivery $/line/month $4.01
Calling Number Delivery Blocking $/line/month $0.62
Distinctive Ringing / Call Waiting $/line/month $1.96
Customer Originated Trace $/line/month $0.47
Selective Call Rejection $/line/month $2.53
Selective Call Forwarding $/line/month $2.94
Selective Call Acceptance $/line/month $7.43
Call Forwarding Variable CTX $/line/month $0.92
Call Forwarding Incoming Only $/line/month $0.26
Call Forwarding Within Group Only $/line/month $0.25
Call Forwarding Busy Line $/line/month $0.26
Call Forwarding Don't Answer All Calls $/line/month $0.48
Remote Call Forward $/line/month $1.11
Call Waiting Originating $/line/month $0.33
Call Waiting Terminating $/line/month $0.71
Cancel Call Waiting CTX $/line/month $0.25
Three Way Calling CTX $/line/month $1.38
Call Transfer Individual All Calls $/line/month $0.31
Add-on Consultation Hold Incoming Only $/line/month $0.25
Speed Calling Individual 1-Digit $/line/month $0.63
Speed Calling Individual 2-Digit $/line/month $0.64
Direct Connect $/line/month $0.42
Distinctive Alerting/Call Waiting Indicator $/line/month $1.46
Call Hold $/line/month $0.59
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
(Subject to
VERTICAL FEATURES Availability)
----------------- -------------
<S> <C> <C>
Semi-Restricted (Orig/Term) $/line/month $ 1.85
Fully-Restricted (Orig/Term) $/line/month $ 1.85
Toll Restricted Service $/line/month $ 0.26
Call Pick-up $/line/month $ 0.34
Directed Call Pick-up w/Barge-In $/line/month $ 0.40
Directed Call Pick-up w/o Barge-In $/line/month $ 0.39
Special Intercept Announcements $/line/month $ 8.49
Conference Calling -- 6-Way Station Cont. $/line/month $ 4.24
Station Message Detail Recording $/line/month $ 1.61
Station Message Detail Recording to Premises $/line/month $ 3.12
Fixed Night Service -- Key $/line/month $ 3.05
Attendant Camp-on (Non-DI Console) $/line/month $ 1.36
Attendant Busy Line Verification $/line/month $ 4.45
Control of Facilities $/line/month $ 0.25
Fixed Night Service -- Call Forwarding $/line/month $ 0.32
Attendant Conference $/line/month $12.88
Circular Hunting $/line/month $ 2.95
Preferential Multiline Hunting $/line/month $ 0.45
Uniform Call Distribution $/line/month $ 3.42
Stop Hunt Key $/line/month $ 0.25
Make Busy Key $/line/month $ 0.60
Queuing $/line/month $ 1.10
Automatic Route Selection $/line/month $ 0.35
Facility Restriction Level $/line/month $ 0.25
Expansive Route Warning Tone $/line/month $ 0.25
Time-of-Day Routing Control $/line/month $ 0.31
Foreign Exchange Facilities $/line/month $13.40
Anonymous Call Rejection $/line/month $ 5.31
Basic Business Group Sta-Sta ICM $/line/month $10.23
Basic Business Group CTX $/line/month $ 1.76
Basic Business Group DOD $/line/month $ 0.71
Basic Business Auto ID Outward Dialing $/line/month $ 0.25
</TABLE>
F-6
<PAGE>
<TABLE>
<CAPTION>
(Subject to
VERTICAL FEATURES Availability)
----------------- -------------
<S> <C> <C>
Basic Business Group DID $/line/month $ 0.25
Business Set Group Intercom All Calls $/line/month $ 7.55
Dial Call Waiting $/line/month $ 0.57
Loudspeaker Paging $/line/month $12.38
Recorded Telephone Dictation $/line/month $13.28
On-Hook Queuing for Outgoing Trunks $/line/month $ 4.46
Off-Hook Queuing for Outgoing Trunks $/line/month $ 1.54
Teen Service $/line/month $ 0.82
Bg -- Automatic Call Back $/line/month $ 0.83
Voice/Data Protection $/line/month $ 0.25
Authorization Codes for Afr $/line/month $ 0.36
Account Codes for Afr $/line/month $ 0.59
Code Restriction Diversion $/line/month $ 0.37
Code Calling $/line/month $14.60
Meet-Me Conference $/line/month $ 5.93
Call Park $/line/month $ 0.25
Executive Busy Override $/line/month $ 0.25
Last Number Redial $/line/month $ 0.50
Direct Inward System Access $/line/month $ 0.25
Authorization Code Immediate Dialing $/line/month $ 0.25
Bg -- Speed Calling Shared $/line/month $ 0.25
Attendant Recall from Satellite $/line/month $ 0.25
Bg -- Speed Calling 2-Shared $/line/month $ 0.25
Business Set -- Call Pick-up $/line/month $ 0.25
Authorization Code for Mdr $/line/month $ 0.25
Locked Loop Operation $/line/month $ 0.25
Attendant Position Busy $/line/month $ 0.25
Two-Way Splitting $/line/month $ 0.84
Call Forwarding -- All (Fixed) $/line/month $ 1.75
Business Group Call Waiting $/line/month $ 0.25
Music on Hold $/line/month $ 6.41
Automatic Alternate Routing $/line/month $ 4.95
</TABLE>
F-7
<PAGE>
<TABLE>
<CAPTION>
(Subject to
VERTICAL FEATURES Availability)
----------------- -------------
<S> <C> <C>
DTMF Dialing $/line/month $ 0.25
BG DTMF Dialing $/line/month $ 0.25
Business Set Access to Paging $/line/month $ 3.97
Call Flip-Flop (Ctx-A) $/line/month $ 3.52
Selective Calling Waiting (Class) $/line/month $ 2.80
Direct Inward Dialing $/line/month $11.85
Customer Dialed Account Recording $/line/month $ 3.37
Deluxe Automatic Route Selection $/line/month $ 0.68
MDC Attendant Console $/line/month $63.74
Warm Line $/line/month $ 0.25
Calling Name Delivery $/line/month $ 0.25
</TABLE>
F-8
<PAGE>
APPENDIX G
RATES AND CHARGES FOR 911/E911 ARRANGEMENTS
The following services are offered by GTE for purchase by ACI, where an
individual item is not superseded by a tariffed offering.
<TABLE>
<CAPTION>
NRC MRC
--- ---
<S> <C> <C>
1. 9-1-1 Selective Router Map $125.00 n/a
Provided is a color map showing a selective
router's location and the GTE central offices that
send their 9-1-1 call to it. The selective router
and central office information will include CLLI
codes and NPA/NXXs served. The map will include
boundaries of each central office and show major
streets and the county boundary. Permission to
reproduce within ACI for its internal use is
granted without further fee. Non-tariffed price.
2. 9-1-1 Selective Router Pro-Rata Fee/trunk $0 $100.77
This fee covers the cost of selective routing
switch capacity per trunk to cover investment to
handle the additional capacity without going to the
9-1-1 districts for additional funding.
3. PS ALI Software $790.80
A personal computer software program running on
Windows 3.1-TM- for formatting subscriber records
into NENA Verison #2 format to create files for
uploading to GTE's ALI Gateway. Fee includes
software, warranty and 1 800 872-3356 support at no
additional cost.
4. ALI Gateway Service $135.00 $36.12
Interface for delivery of ALI records to GTE's Data
Base Management System. This provides a computer
access port for ACI to transmit daily subscriber
record updates to GTE for loading into ALI
databases. It includes support at 1 800 872-3356
at no additional cost.
5. 9-1-1 Interoffice Trunk Tariff Tariff
This is a tariffed offering, to be found in each
state's Emergency Number Service Tariff.
G-1
<PAGE>
<CAPTION>
NRC MRC
--- ---
<S> <C> <C>
6. ALI Database Tariff Tariff
This is a tariffed offering, to be found in each
state's Emergency Number Service Tariff.
7. Selective Router Database per Record Charge Tariff Tariff
Fee for each ALI record used in a GTE selective
router. This is a tariffed offering, to be found
in each state's Emergency Number Service Tariff.
8. MSAG Copy
Production of one copy of a 9-1-1 Customer's Master
Street Address Guide, postage paid.
a. Copy provided in paper format $238.50 $54.00
b. Copy provided in flat ASCII file on a 3 1/2" diskette $276.00 $36.00
</TABLE>
<PAGE>
APPENDIX H
SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE
1. SERVICE ORDERING, SERVICE PROVISIONING, AND BILLING SYSTEMS GENERALLY.
The following describes generally the operations support systems that
GTE will use and the related functions that are available for
ordering, provisioning and billing for resold services,
interconnection facilities and services and unbundled network
elements. Except as specifically provided otherwise in this
Agreement, service ordering, provisioning, billing and maintenance
shall be governed by the GTE Guide. Before orders can be taken, ACI
will provide GTE with its Operating Company Number ("OCN") and Company
Code ("CC") as follows:
(a) ACI must provide their OCN (four-digit alpha-numeric assigned by
Bellcore or number administrator) on the CLEC Profile. The GTE
Guide provides the necessary information for ACI to contact
Bellcore to obtain the OCN. There are no optional fields on the
Profile.
(b) Before the Local Service Request ("LSR") and Directory Service
Request ("DSR") order forms can be processed ACI must provide the
OCN and Customer Carrier Name Abbreviation ("CCNA").
1.1 OPERATIONS SUPPORT SYSTEMS FOR TRUNK-SIDE INTERCONNECTION
1.1.1 ACI will be able to order trunk-side interconnection
services and facilities from GTE through a direct electronic
interface over the GTE Network Data Mover ("NDM") in a
nondiscriminatory manner. Orders for trunk-side
interconnection will be initiated by an Access Service
Request ("ASR") sent electronically by ACI over the NDM.
ASRs for trunk-side interconnection will be entered
electronically into GTE's Carrier Access Management System
("CAMS") to validate the request, identify any errors, and
resolve any errors back to ACI. CAMS is a family of GTE
systems comprised primarily of EXACT/TUF, SOG/SOP, and CABS.
1.1.2 The use of CAMS to support ACI's requests for trunk-side
interconnection will operate in the following manner: GTE
will route the ASR through its data center to one of two
National Access Ordering Centers ("NACC"). The ASR will be
entered electronically into the EXACT/TUF system for
validation and correction of errors. Errors will be
referred back to ACI. ACI then will correct any errors that
GTE has identified and resubmit the request to GTE
electronically through a supplemental ASR, without penalty
or charge (e.g., order modification charge) to ACI.
Similarly, errors committed by GTE subsequent to the receipt
of a valid ASR from
H-1
<PAGE>
ACI will be expeditiously identified and corrected by GTE
without the need for ACI's submission of a supplemental ASR.
GTE then will translate the ASR into a service order for
provisioning and billing. In order to convert the ASR into
a service order, GTE personnel must apply the necessary
elements to provision the service and include the billable
elements necessary for GTE to bill ACI for the services
provided. This application also requires a determination of
the access tandem to end office relationships with the
service requested.
1.1.3 At the next system level, translated service orders will be
distributed electronically through the SOG/SOP systems to
several destinations. The SOG/SOP system will begin the
actual provisioning of the service for ACI. Other GTE
provisioning systems are CNAS and ACES. The GTE Database
Administrative Group ("DBA") and the Special Services
Control Center ("SSCC") will be the two most important
destinations at this level. The DBA location will identify
codes for the appropriate GTE switch in order to provide the
functions required by the ASR. The SSCC will provide the
engineering for the facilities over which the services will
be handled. Information from these two groups (and others)
then will be transmitted electronically to GTE's field
service personnel (Customer Zone Technicians or "CZTs") who
will establish the trunks and facilities, thus connecting
the GTE facilities to a connecting company, if one is
required, and to ACI. GTE's CZTs also will contact ACI
directly to perform testing, and upon acceptance by ACI,
will make the necessary entries into the GTE system to
complete the order. The completed orders then will pass to
GTE's Carrier Access Billing System ("CABS") which will
generate the bill to ACI. The billing process under CABS
requires coordination with several other systems.
1.1.4 Billing for transport and termination services cannot be
accomplished without call records from GTE's central office
switches. Records of usage will be generated at GTE's end
office switches or the access tandems. Call usage records
will be transmitted electronically from GTE's switches
through GTE's Billing Intermediate Processor ("BIP"). This
system will collect the call records, perform limited
manipulations to the record and transfer them to a
centralized data center where they will be processed through
the Universal Measurement System ("UMS") to determine the
validity and accuracy of the records. UMS also will sort
the records and send them to the CABS billing system, from
which GTE will produce a bill and send it to ACI.
H-2
<PAGE>
1.2 OPERATIONS SUPPORT SYSTEMS FOR RESOLD SERVICES AND UNBUNDLED ELEMENTS
1.2.1 ACI will also be able to order services for resale and
unbundled network elements, as well as interim number
portability, directly from GTE through an electronic
interface. To initiate an order for these services or
elements, ACI will submit a Local Service Request ("LSR")
from its data center to GTE's Data Center using the same
electronic NDM interface used for trunk-side
interconnection. If no NDM interface exists or if ACI
chooses to establish a separate NDM interface, ACI must
request an NDM facility. For new entrants that elect not to
interface electronically, GTE will accommodate submission of
LSR orders by facsimile, E-mail, Internet or a dial NDM
arrangement. An LSR is very similar to an ASR, except that
it will be used exclusively for line-side interconnection
requests. GTE will transfer LSRs to GTE's NOMC centralized
service order processing center electronically.
1.2.2 Most LSRs will be used either to transfer an existing GTE
customer to ACI or to request service for a new customer who
is not an existing GTE customer. Depending on the
situation, different information will be required on the
LSR. LSRs for a conversion of a GTE local customer to ACI
must include information relating to all existing, new and
disconnected services for that customer, including the
customer's name, type of service desired, location of
service and features or options the customer desires. ACI
will be able to obtain this customer information after GTE
has received the customer's written consent as specified in
Article VI.?. For service to a new customer who is not an
existing GTE customer, the LSR must contain the customer's
name, service address, service type, services, options,
features and ALEC data. If known, the LSR should include
the telephone number and due date/desired due date.
1.2.3 While ACI would have its own customer information and may
have the SAG/GTE products on tape from GTE, ACI would not
have the due date or new telephone number for new customers
since that information is contained in GTE's systems.
Therefore, a process is required to provide this information
to ACI. GTE itself does not have uniform access to this
information electronically. Until GTE and ACI have agreed
and established electronic interfaces, ACI agrees that an
800 number is the method that will be used. The 800
telephone number will connect ACI directly to GTE's NOMC
service representatives. When ACI receives a request for
basic services from a new local service customer, ACI will
call GTE's NOMC through the 800 number, and, while the new
customer is on
H-3
<PAGE>
hold, GTE will provide the due date for service and the new
telephone number for that customer. At the same time, ACI
will give GTE the new customer's name, service address and
type of requested service (i.e., R1, B1). GTE will enter
that information into its SORCES or SOLAR service ordering
systems to be held in suspense until ACI sends the
confirming LSR. ACI will then return to its customer
holding on the line and provide the due date and new
telephone number.
1.2.4 After concluding the telephone call with the new customer,
ACI will complete a confirming LSR for the new service and
send it electronically to GTE's data center for processing.
Upon receipt, GTE will match the LSR with the service order
suspended in GTE's system, and if there is a match, GTE will
process the LSR. After the LSR is processed, GTE will
transmit confirmation electronically to ACI through the NDM
that the LSR has been processed, providing a record of the
telephone number and due date. ACI will be required to
submit the confirming LSR by 12:00 p.m. each day local time,
as defined by the location of the service address. If ACI
fails to submit the LSR in a timely manner, the suspended
LSR will be considered in jeopardy, at which time GTE will
assign a new due date upon receipt of the delayed LSR for
such customer requests and notify ACI of the change.
1.2.5 Number assignments and due date schedules for services other
than single line service and hunt groups up to 12 lines will
be assigned within approximately twenty-four (24) hours
after GTE's receipt of the LSR using the standard Local
Service Confirmation ("LSC") report sent electronically to
ACI over the NDM, thereby providing a record of the newly
established due date. An exception would be a multi-line
hunt group for 12 lines or fewer. The other numbers then
will be provided through the normal electronic confirmation
process.
1.2.6 The processing of specifically requested telephone numbers
(called "vanity numbers") is as follows. GTE will work with
ACI on a real time interface to process vanity numbers while
ACI's customer is still on the line. If a number solution
can be established expeditiously, it will be done while the
customer is still on the line. If extensive time will be
required to find a solution, GTE service representatives
will work with ACI representatives off line as GTE would for
its own customers. For all of this, the basic tariff
guidelines for providing telephone numbers will be followed.
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<PAGE>
1.2.7 Once the order for line-side interconnection service is
established, it is moved for provisioning to the next system
level. Here, GTE will validate and process the LSR to
establish an account for ACI and, if GTE continues to
provide some residual services to the customer, GTE will
maintain a GTE account. In GTE's system, GTE's account is
called the Residual Account and ACI's account is referred to
as the ACI Account. If any engineering for the service is
necessary, the account would be distributed to the SSCC.
Otherwise, it will be distributed for facility assignment.
1.2.8 With the account established and any engineering and
facility assignment complete, GTE then will transmit
electronically a record to GTE's CZT field personnel if
physical interconnection or similar activity is required.
The CZTs will provision the service and then electronically
confirm such provision in the SOLAR/SORCES system when
completed. The accounts then will be transmitted to GTE's
Customer Billing Services System ("CBSS"). GTE shall provide
to ACI a service completion report. Call records for actual
service provided to ACI's customers on GTE facilities will
be transmitted from GTE's switches through some usage rating
systems (BIP, UMS), screened and eventually delivered to
CBSS for the generation of bills.
1.2.9 CBSS is a different system than CABS, and it is the one that
GTE will utilize to produce the required bills for resold
services, unbundled elements and local number portability.
CBSS will create a bill to ACI for resold services and
unbundled elements along with a summary bill master. Daily
unrated records for intraLATA toll usage and local usage
(incollect usage data will be provided on rated basis) on
ACI's accounts will be generated and transmitted
electronically to ACI.
1.2.10 On resold accounts, GTE will provide usage in EMR format per
existing file exchange schedules. The usage billing will be
in agreed upon level of detail for ACI to issue a bill to
its end users.
1.2.11 GTE will provide ACI with detailed monthly billing
information in a paper format until an agreed upon
Electronic Data Interchange 811 electronic bill format is
operational.
1.2.12 State or sub-state level billing will include up to ten (10)
summary bill accounts.
1.2.13 GTE accepts ACI's control reports and agrees to utilize
industry standard return codes for unbillable messages.
Transmission will
H-5
<PAGE>
occur via the NDM. Tape data will conform to Attachment "A"
of the LRDTR. Data will be delivered Monday through Friday
except for Holidays as agreed. Data packages will be
tracked by invoice sequencing criteria. GTE contacts will
be provided for sending/receiving usage files.
1.2.14 GTE will retain data backup for 45 Business Days. To the
extent this retention is exclusively for ACI, ACI shall
reimburse GTE for all expenses related to this retention.
1.2.15 In addition to the LSR delivery process, ACI will distribute
directory assistance and directory listing information
(together sometimes referred to hereafter as "DA/DL
information") to GTE via the LSR ordering process over the
NDM. GTE will provide listings service via its "listing
continuity" offering.
1.2.16 Charges and credits for PIC changes ordered via an LSR will
appear on the wholesale bill. As ACI places a request for a
PIC change via LSR, the billing will be made on ACI account
associated with each individual end user. GTE will process
all PIC changes from IXCs that are received for ACI end
users by rejecting back to the IXC with the ACI OCN. Detail
is provided so that ACI can identify the specific charges
for rebilling to their end user.
1.2.17 CMDS. The parties will provide for the distribution of
intraLATA CMDS incollect messages and/or selected local
measured service messages as follows:
1.2.17.1 MESSAGES TO BE SCREENED. GTE receives CMDS I
transmissions containing intraLATA incollect
messages from the state RBOC CMDS host each
business day. Per ACI's request, GTE will
screen the incollects by NPA and line number and
accumulate the Collect, Third Number Billed and
Credit Card (collectively called incollects)
messages in a data file. The screening will be
for end users who have chosen ACI as their local
service provider through a Resale or Unbundled
Network arrangement. The screened incollect
messages and any Local Measured Service (LMS)
usage will be accumulated and forwarded to ACI.
The Parties will mutually agree on the frequency
of the data exchange and the method of
transmission (i.e., magnetic tape or direct
electronic transmission). GTE will forward the
screened messages in the industry standard EMR
format. GTE intraLATA toll
H-6
<PAGE>
messages that are recorded by GTE and dialed on
a one plus or zero plus basis are not part of
this section and will not be screened.
1.2.17.2 COMPENSATION. GTE will bill ACI monthly for all
services related to the screening, accumulating,
processing and transmitting of incollect
messages and LMS usage, if applicable, at a
reasonable and mutually agreeable charge. In
addition, any message processing fee associated
with ACI's incollect messages that are charged
to GTE by the CMDS Host will be passed on to ACI
on the monthly statement. All revenue,
surcharges, taxes and any other amounts due to
the CMDS Host for ACI's incollect messages will
be billed on the monthly statement. It is ACI's
responsibility to bill and collect all incollect
and LMS amounts due from its end users. The
incollect and LMS revenue amounts that are
listed on the monthly invoice are payable to GTE
in total. The Parties agree that the
arrangement for invoicing the incollect and LMS
revenue amounts due GTE is not a settlement
process with ACI.
1.2.17.3 ADMINISTRATION. The Parties agree to develop a
process whereby ACI's end user information is
available in a timely manner to allow GTE to
build tables to screen the CMDS incollect files
and LMS files on behalf of ACI.
1.2.18 BACKBILLING. GTE shall bill ACI on a timely basis. In no
case shall GTE bill ACI for previously unbilled charges that
are for more than one year prior to the current bill date.
1.3 ORDER PROCESSING.
1.3.1 ORDER EXPECTATIONS. ACI agrees to warrant to GTE that it is
a certified provider of telecommunications service. ACI
will document its Certificate of Operating Authority on the
CLEC Profile and agrees to update this CLEC Profile as
required to reflect its current certification. The Parties
agree to exchange and to update end user contact and
referral numbers for order inquiry, trouble reporting,
billing inquiries, and information required to comply with
law enforcement and other security agencies of the
government. The Parties also agree to exchange and to
update internal order, repair and billing point of contacts.
Prior to submitting an order
H-7
<PAGE>
under this Agreement, ACI shall obtain such documentation as
may be required by state and federal laws and regulations.
1.3.2 GTE shall provide ACI with a specified customer contact
center for purposes of placing service orders and
coordinating the installation of services. These activities
shall be accomplished by telephone call or facsimile until
electronic interface capability has been established. The
Parties adopt the OBF LSR and DSR forms for the ordering,
confirmation and billing of resale and unbundled services.
The Parties adopt the OBF ASR forms for the ordering,
confirmation and billing of trunk-side interconnection.
1.3.3 GTE will process such service orders during normal operating
hours, at a minimum on each Business Day between the hours
of 8 a.m. to 8 p.m. Eastern Time and shall implement service
orders within the same time intervals used to implement
service orders for similar services for its own users.
1.3.4 GTE will provide current GTE customer proprietary network
information (name, address, telephone number and description
of services provided by GTE including PIC and white page
directory listing information) as provided in Article VI,
Section ?. The return of customer information will be via
facsimile or via electronic transmission.
1.3.5 Transfer Between Local Service Providers - GTE will provide
a displacement/out service report to a Local Service
Provider (LSP) whenever an end user leaves that LSP and
procures service from another LSP. When a ACI end user
changes to another LSP, GTE will notfiy ACI when such
activity occurs the day after completion or within 48 hours
of such disconnect.
2. MAINTENANCE SYSTEMS.
2.1 GENERAL OVERVIEW
2.1.1 If ACI requires maintenance for its local service customers,
ACI will initiate a request for repair (sometimes referred
to as a "trouble report") by calling GTE's Customer Care
Repair Center. During this call, GTE service representatives
will verify that the end-user is a ACI customer and will
then obtain the necessary information from ACI to process
the trouble report. While the ACI representatives are still
on the line, GTE personnel will perform an initial analysis
of the problem and remote line testing for resale services.
If engineered services are involved, the call will be made
to the GTE
H-8
<PAGE>
SSCC for handling. If no engineering is required and the
line testing reveals that the trouble can be repaired remotely,
GTE personnel will correct the problem and close the trouble
report while ACI representatives are still on the line. If
on-line resolution is not possible, GTE personnel will provide
ACI representatives a commitment time for repair, and the GTE
personnel then will enter the trouble ticket into the GTE
service dispatch queue. ACI's repair service commitment times
will be within the same intervals as GTE provides to its own
end users. Maintenance and repair of GTE facilities is the
responsibility of GTE and will be performed at no incremental
charge to ACI. If, as a result of a ACI-initiated trouble
report, trouble is found to be the responsibility of ACI (e.g.,
non-network cause) GTE will charge ACI for trouble isolation.
ACI will have the ability to report trouble for its end users
to appropriate trouble reporting centers 24 hours a day, 7 days
a week. ACI will be assigned a customer contact center when
initial service agreements are made.
2.1.2 Repair calls to the SSCC for engineered services will be
processed in essentially the same manner as those by the GTE
Customer Care Center. GTE personnel will analyze the
problem, provide the ACI representative with a commitment
time while they are still on the line, and then place the
trouble ticket in the dispatch queue.
2.1.3 GTE then will process all ACI trouble reports in the
dispatch queue along with GTE trouble reports in the order
they were filed (first in, first out), with priority given
to out-of-service conditions. If, at any time, GTE would
determine that a commitment time given to ACI becomes in
jeopardy, GTE service representatives will contact ACI by
telephone to advise of the jeopardy condition and provide a
new commitment time.
2.1.4 Trouble reports in the dispatch queue will be transmitted
electronically to GTE CZT service technicians who will
repair the service problems and clear the trouble reports.
For cleared ACI trouble reports, GTE service technicians
will make a telephone call to ACI directly to clear the
trouble ticket. GTE service technicians will make the
confirmation call to the telephone number provided by ACI.
If ACI is unable to process the call or places the GTE
technician on hold, the call will be terminated. To avoid
disconnect, ACI may develop an answering system, such as
voice mail, to handle the confirmation calls expeditiously.
2.1.5 GTE will provide electronic interface access to operation
support systems functions which provide the capability to
initiate, status
H-9
<PAGE>
and close a repair trouble ticket. GTE will not provide to
ACI real time testing capability on ACI end user services.
GTE will not provide to ACI an interface for network
surveillance (performance monitoring).
2.1.6 GTE will resolve repair requests by or for ACI local service
customers using GTE's existing repair system in parity with
repair requests by GTE end users. GTE will respond to
service requests for ACI using the same time parameters and
procedures that GTE uses. ACI then would call GTE's
Customer Care Center or SSCC while the customers were on
hold.
2.2 NETWORK MANAGEMENT CONTROLS.
2.2.1 NETWORK MAINTENANCE AND MANAGEMENT. The Parties will work
cooperatively to install and maintain a reliable network.
2.2.2 Neither Party shall be responsible to the other if necessary
changes in network configurations render any facilities of
the other obsolete or necessitate equipment changes.
2.2.3 NETWORK MANAGEMENT CONTROLS. Each Party shall provide a
24-hour contact number for Network Traffic Management issues
to the other's network surveillance management center. A
fax number must also be provided to facilitate event
notifications for planned mass calling events.
Additionally, both Parties agree that they shall work
cooperatively that all such events shall attempt to be
conducted in such a manner as to avoid degradation or loss
of service to other end users. Each Party shall maintain
the capability of respectively implementing basic protective
controls such as "Cancel To" and "Call Gap."
3. ELECTRONIC INTERFACE. The Parties shall work cooperatively in the
implementation of electronic gateway access to GTE operational support
systems functions in the long-term in accordance with established
industry standards.
3.1 ACI shall have immediate access to the following OSS electronic
interfaces that will provide functionality to enable ACI to service
customers in an equal and non-discriminatory manner:
3.1.1 Pre-Order functions, e.g., TN Assignment, DD Reservation,
Address Validation, Product Availability, that are available
on a dial-up or dedicated basis using the Secure Integrated
Gateway System (SIGS).
H-10
<PAGE>
3.1.2 Order functions that are available on a dial-up or dedicated
basis using CONNECT: Mail file transfer.
3.1.3 Initial trouble reports via SIGS.
3.1.4 Electronic transfer of the ACI bill in electronic data 811
format.
3.2 ACI may migrate to fully interactive system to system
interconnectivity. GTE, with input from ACI and other carriers, shall
provide general interface specifications for electronic access to this
functionality. These specifications will be provided to enable ACI to
design system interface capabilities. Development will be in
accordance with applicable national standards committee guidelines.
Such interfaces will be available as expeditiously as possible.
3.3 All costs and expenses for any new or modified electronic interfaces
exclusively to meet ACI requirements that GTE determines are
technically feasible and GTE agrees to develop will be paid by ACI.
Costs for development of systems intended for common use by competing
carriers will be assessed based on a mutually agreed method of cost
recovery.
3.4 ACI shall be responsible for modifying and connecting any of its
pre-ordering and ordering systems with GTE provided interfaces as
described in this Appendix.
4. GTE INITIATED ELECTRONIC SYSTEM REDESIGNS. GTE will not charge ACI
when GTE initiates its own electronic system
redesigns/reconfigurations.
H-11
<PAGE>
APPENDIX I
(Reserved For Future Use)
I-1
<PAGE>
APPENDIX J
(Reserved For Future Use)
J-1
<PAGE>
APPENDIX K
(Reserved For Future Use)
K-1
<PAGE>
APPENDIX L
COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS
1. This Appendix describes the compensation terms that apply for exchanging
local, intraLATA, toll and interexchange traffic when ACI uses GTE-provided
unbundled ports, local switching and shared transport to provide service to
ACI's end users. Reciprocal compensation does not apply in a resale
environment.
2. Compensation for ACI's Purchase of GTE's unbundled local switching.
A. FOR LOCAL INTRA-SWITCH CALLS between lines connected to GTE's switch
where ACI 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:
1. Originated by ACI's customer using GTE's unbundled local
switching and completed to a GTE customer:
a. (For use of the local switch): local switching charge
the originating office will apply to ACI.
2. Originated by ACI's customer using GTE's unbundled local
switching and completed to the customer of a third party
LEC (not affiliated with ACI) using GTE'S unbundled local
switching.
a. (For use of the local switch): local switching
charge at the originating office will apply to ACI.
3. Originated by ACI's customer using GTE's unbundled local
switching and completed to another ACI's customer using
GTE's unbundled local switching.
a. (For use of the local switch): local switching
charge at the originating office will apply to ACI.
4. Originated by a GTE customer and terminated to ACI's
customer using GTE's unbundled local switching.
a. No local switching charge will apply to ACI.
5. Originated by the customer of a third-party LEC (not
affiliated with ACI) using GTE's unbundled local
switching and terminated to ACI's customers using GTE's
unbundled local switching.
a. No local switching charge will apply to ACI.
L-1
<PAGE>
B. FOR LOCAL INTER-SWITCH CALLS where *CLEC has purchased GTE's unbundled
local switching. GTE's charges will apply to CLEC as described below
where the call is:
1. Originated from ACI's end user customer using GTE's
unbundled local switching and completed to a GTE customer:
a. (For use of the local switch): local switching
charge at the originating office.
b. A mileage-based transport charge will apply when ACI
uses GTE's transport.
c. Tandem Switching, if applicable.
d. (For call termination): Charges for local
interconnection/call termination, when applicable
2. Originated from ACI's customer using GTE's unbundled
local switching and completed to a third-party LEC (not
affiliated with ACI) customer using GTE's unbundled local
switching.
a. (For use of the local switch): local switching
charge at the originating office.
b. A mileage-based transport charge will apply when ACI
uses GTE's transport.
c. Tandem Switching, if applicable.
3. Originated from ACI's customer using GTE's unbundled
local switching and completed to the interconnected
network of a third-party LEC (not affiliated with ACI).
a. (For use of the local switch): local switching
charge at the originating office.
b. A mileage-based transport charge will apply when ACI
uses GTE's transport, and mileage shall be measured
between the originating office and the IP of the
Third Party's network.
c. Tandem Switching, if applicable.
4. Originated from ACI's customer using GTE's unbundled
local switching and completed to ACI's customer using
GTE's unbundled local switching.
L-2
<PAGE>
a. (For use of the local switch): local switching
charge at the originating office.
b. A mileage-based transport charge will apply when ACI
uses GTE's transport.
c. Tandem Switching, if applicable.
d. (For use of the local switch):Local switching charge
at the terminating office.
5. Originated by a GTE customer and terminated to ACI's
customer using GTE's unbundled local switching.
a. (For use at local switch): local switching charge at
the terminating office.
b. (For call termination): ACI shall charge GTE for
local interconnection/call termination, when
applicable.
6. Originated by a customer of a third-party LEC using GTE's
unbundled local switching and terminated to ACI's
customer using GTE's unbundled local switching.
a. (For use of the local switch): local switching
charge at the terminating office.
7. Originated by a customer of the interconnected network of
a third-party LEC and terminated to ACI's customers using
GTE's unbundled local switching.
a. (For use of the local switch): local switching
charge at the terminating office.
C. FOR INTRALATA TOLL CALLS where ACI has purchased GTE's unbundled local
switching, charges shall apply as follows:
1. Originated by ACI's customer and completed to a GTE customer:
a. (For use of the local switch): local switching
charge at the originating office.
b. Shared transport charge between the two offices will
apply when ACI uses GTE's transport.
L-3
<PAGE>
c. Tandem Switching, if applicable.
d. (For call termination): End Office Switching charge
at the terminating office (Switched Access Rate).
2. Originated by ACI's customer and completed to the
customer of a third-party LEC using GTE's unbundled local
switching in a distant end office.
a. (For use of the local switch): local switching
charge at the originating office.
b. Shared transport charge between the two offices will
apply when ACI uses GTE's transport.
c. Tandem Switching, if applicable.
3. Originated by ACI's customer and completed to the network
of a third-party LEC interconnected with GTE's network.
a. (For use of the local switch): local switching
charge at the originating office.
b. Common transport charge will apply when ACI uses
GTE's transport, and mileage shall be measured
between the originating office and the IP of the
Third Party's network.
c. Tandem Switching, where applicable.
4. Originated by ACI's customer and completed by another of
ACI's customers being served through GTE's unbundled
local switching in a distant office.
a. (For use of the local switch): local switching
charge at the originating office.
b. Shared transport charge between the two offices will
apply when ACI uses GTE's transport.
c. Tandem Switching, if applicable.
d. (For use of the local switch): local switching
charge at the terminating office.
5. Originated by a GTE customer and terminated to ACI's
customer using GTE's unbundled local switching.
L-4
<PAGE>
a. (For use of the local switch): local switching
charge at the terminating office.
b. (For call termination): ACI will charge GTE local
switching at the terminating office.
6. Originated by a customer of a third-party LEC (not
affiliated with ACI) using GTE's unbundled local
switching in a distant end office and terminated to ACI's
customers using GTE's unbundled local switching.
a. (For use of the local switch): local switching
charge at the terminating office.
7. Originated by a customer of the network of a third-party
LEC interconnected with GTE's network and terminated to
ACI's customers using GTE's unbundled local switching.
a. (For use of the local switch): local switching
charge at the terminating office.
D. FOR INTRASTATE SWITCHED ACCESS CALLS where ACI is using GTE's
unbundled local switching for calls originated from or terminated to
an IXC for completion:
1. For calls originated from ACI's customer to an IXC switch
for completion.
a. (For use of the local switch): local switching
charge at the office.
b. Shared Transport;
c. Tandem Switching
2. For calls terminating to ACI's end user customer from an
IXC switch for completion.
a. (For use of the local switch): local switching
charge at the terminating office.
b. Shared Transport;
c. Tandem Switching
L-5
<PAGE>
E. FOR INTERSTATE SWITCHED ACCESS CALLS where ACI is using GTE's
unbundled local switching for calls originated from or
terminated to an IXC for completion:
1. For calls originated from ACI's customer to an IXC
switch for completion.
a. (For use of the local switch): local switching
charge at the originating office.
b. Shared Transport;
c. Tandem Switching
2. For calls terminating to ACI's customer from an IXC
switch for completion:
a. (For use of the local switch): local switching
charge at the terminating office.
b. Shared Transport;
c. Tandem Switching
3. Unbundled local switching will be billed on a per minute
of use basis and applied to all originating and
interswitch terminating traffic, including, but not
limited to local, toll, operator services, directory
assistance, 911/E911, 500, 700, 800/888, 900, 950, 976,
busy calls, no answer, incomplete. Where
non-conversation time cannot be measured, the parties
will mutually agree on the appropriate measure and
charge. Where measurement of terminating local switching
minutes is not available, 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.
L-6
<PAGE>
APPENDIX 46A
GTE/ACI OPT-IN NEGOTIATION ISSUES
MCI TERMS
Pursuant to Section 46 of Article III of this Agreement and subject to all of
the terms and conditions thereof, the following MCI Terms referred to in Section
46 will be substituted for the specified terms of this Agreement which are set
out below as and when Section 46 calls for them to be substituted.
<TABLE>
<CAPTION>
Issue MCI Agreement
Description Reference
----------- ---------
<S> <C>
1. The rates for the transport and The following rates in Attachment I to
termination of local traffic Appendix C of the MCI Agreement will
provided in Appendix C of this apply instead of Appendix C of this
Agreement Agreement:
Local Interconnection $.0036286
Tandem Switching .0015000
Common Transport Facility .0000212
Common Transport Termination .0001943
Tandem Transit Charge .0021006
2. The rates for unbundled network The following rates in Attachments I and
elements provided in Appendix F II to Appendix C of the MCI Agreement
of this Agreement. will apply instead of Appendix F of this
Agreement:
Monthly Recurring Charges
Local Loops
2 Wire Analog Voice Grade Loop $16.81
4 Wire Analog Voice Grade Loop $31.85
2 Wire Digital Loop $16.81
4 Wire Digital Loop $31.85
Local Switching The rates in Sections 3 and 5 of
(All elements) Attachment I.
46A-1
<PAGE>
Vertical Features The rates in Section 3 of Attachment I.
(All elements)
Dedicated Transport The rates in Section 5 of Attachment I.
(All elements)
Non-Recurring Charges The rates in Section 1 of Attachment II.
(All elements)
</TABLE>
46A-2
<PAGE>
APPENDIX 46B
GTE/ACI OPT-IN NEGOTIATION ISSUES
GTE TERMS
Pursuant to Section 46 of Article III of this Agreement, the following terms
shall be applied in the event the MCI Terms are deemed to be unlawful, or are
stayed or enjoined by a court or commission of competent jurisdiction.
<TABLE>
<CAPTION>
Issue GTE Agreement
Description Reference
----------- ---------
<S> <C>
1. The rates for the transport and The rates in Appendix C of this
termination of local traffic. Agreement will apply.
2. The rates for unbundled network The rates in Appendix F of this
elements. Agreement will apply.
</TABLE>
46B-1
<PAGE>
INTERCONNECTION
AGREEMENT
BETWEEN
U S WEST COMMUNICATIONS, INC.
AND
ACI, CORP.
FOR
--------------
PAGE i
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
1. RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2. SCOPE OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
4. RATES AND CHARGES GENERALLY. . . . . . . . . . . . . . . . . . . . . . . . . 13
5. RECIPROCAL TRAFFIC EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 TRAFFIC TYPES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.3 TYPES OF EXCHANGED TRAFFIC. . . . . . . . . . . . . . . . . . . . . . . . 14
5.4 RATE STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.5 LIS INTERFACE CODE AVAILABILITY AND OPTIONAL FEATURES . . . . . . . . . . 18
5.6 MEASURING LOCAL INTERCONNECTION MINUTES . . . . . . . . . . . . . . . . . 19
5.7 TESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.8 ORDERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.9 BILLING ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.10 MILEAGE MEASUREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.11 CONSTRUCTION CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6. INTERCONNECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1 DEFINITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.2 MID-SPAN MEET POI . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.3 COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.4 ENTRANCE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.5 QUALITY OF INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . . . 23
6.6 POINTS OF INTERFACE (POI) . . . . . . . . . . . . . . . . . . . . . . . . 23
PAGE ii
<PAGE>
TABLE OF CONTENTS
6.7 TRUNKING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.8 INTERCONNECTION FORECASTING . . . . . . . . . . . . . . . . . . . . . . . 25
6.9 SERVICE INTERRUPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7. COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.1 DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.2. TERMS AND CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.3. RATE ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.4. ORDERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.5. BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.6. MAINTENANCE AND REPAIR . . . . . . . . . . . . . . . . . . . . . . . . . 41
8. UNBUNDLED ACCESS/ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.1 GENERAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.2 DESCRIPTION OF UNBUNDLED ELEMENTS . . . . . . . . . . . . . . . . . . . . 43
9. ANCILLARY SERVICES AND ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . 50
9.1 SIGNALING ACCESS TO CALL-RELATED DATABASES. . . . . . . . . . . . . . . . 50
9.2 INTERIM NUMBER PORTABILITY. . . . . . . . . . . . . . . . . . . . . . . . 51
9.3 911/E-911 SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.4 DIRECTORY ASSISTANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
9.5 WHITE PAGES DIRECTORY LISTINGS. . . . . . . . . . . . . . . . . . . . . . 60
9.6 BUSY LINE VERIFY AND BUSY LINE INTERRUPT SERVICES . . . . . . . . . . . . 63
9.7 TOLL AND ASSISTANCE OPERATOR SERVICES . . . . . . . . . . . . . . . . . . 64
9.8 INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB). . . . . . . . . . . 65
9.9 ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY . . . . . . . . . . . 66
9.10 MISCELLANEOUS ANCILLARY SERVICES.. . . . . . . . . . . . . . . . . . . . 66
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TABLE OF CONTENTS
10. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) . . . . . . . . . . . . . . . . . 66
10.1 OPERATIONAL SYSTEMS INTERFACES - INTERFACE IMPLEMENTATION TIMETABLE 66
10.2 OSS INTERFACE DESIGN . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.3 ACCESSIBLE OSS FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . 67
10.4 BILLING INTERFACES . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
10.5 COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11. RESALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
11.1 DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
11.2 SCOPE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
11.3 ORDERING AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . 74
11.4 ACI RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.5 RATES AND CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.6 COLLATERAL AND TRAINING. . . . . . . . . . . . . . . . . . . . . . . . . 80
11.7 DIRECTORY LISTINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.8 BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.9 DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.10 PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
12. ACCESS TO TELEPHONE NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.1 NUMBER RESOURCES ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . 83
13. DIALING PARITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
14. U S WEST DEX ISSUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
15. ACCESS TO DATABASES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
16. NOTICE OF CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
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TABLE OF CONTENTS
17. REFERRAL ANNOUNCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
18. COORDINATED REPAIR CALLS. . . . . . . . . . . . . . . . . . . . . . . . . . . 85
19. BONA FIDE REQUEST PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . 85
20. AUDIT PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
21. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES. . . . . . . . . . . . . . . . . . . 89
22. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING . . . . . . . . . . . . . . . 89
23. CONSTRUCTION CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
24. SERVICE PERFORMANCE RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . 91
25. IMPLEMENTATION SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
26. MISCELLANEOUS TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
26.1 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
26.2 TERM OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
26.3 PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
26.4 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
26.5 FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
26.6 LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . 97
26.7 INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
26.8 INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . 99
26.9 WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
26.10 ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
26.11 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
26.12 DISCLAIMER OF AGENCY. . . . . . . . . . . . . . . . . . . . . . . . . .102
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TABLE OF CONTENTS
26.13 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
26.14 NONDISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
26.15 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104
26.16 DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . .104
26.17 CONTROLLING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
26.18 JOINT WORK PRODUCT. . . . . . . . . . . . . . . . . . . . . . . . . . .105
26.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION. . . . . . . . . . . . .105
26.20 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
26.21 RESPONSIBILITY OF EACH PARTY. . . . . . . . . . . . . . . . . . . . . .106
26.22 NO THIRD PARTY BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . .106
26.23 REFERENCED DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .106
26.24 PUBLICITY AND ADVERTISING . . . . . . . . . . . . . . . . . . . . . . .107
26.25 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .107
26.26 EXECUTED IN COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . .107
26.27 HEADINGS OF NO FORCE OR EFFECT. . . . . . . . . . . . . . . . . . . . .107
26.28 CANCELLATION CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . .107
26.29 REGULATORY APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . .107
26.30 COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
26.31 COMPLIANCE WITH THE COMMUNICATIONS LAW ENFORCEMENT ACT OF 1994
("CALEA") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
26.32 COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
26.33 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .108
</TABLE>
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INTERCONNECTION AGREEMENT
This Interconnection Agreement, made as of the __ day of _____, 1998, is
between ACI, CORP. ("ACI"), a Delaware corporation and U S WEST COMMUNICATIONS,
INC. ("USWC"), a Colorado corporation.
1. RECITALS
1.1 Pursuant to this Interconnection Agreement ("Agreement"), ACI,
Corp. ("ACI"), a Competitive Local Exchange Carrier and USWC
(collectively, "the Parties") will extend certain arrangements
to one another within each LATA in which they both operate
within the state of ________. This Agreement includes
terms, conditions, and prices for network interconnection,
access to unbundled network elements, ancillary network
services, and retail services available for resale. It will be
submitted to the __________________________________________
__________. Notwithstanding this mutual commitment, however,
the Parties enter into this Agreement without prejudice to any
positions they have taken previously, or may take in the future
in any legislative, regulatory, or other public forum
addressing any matters, including matters related to the types
of arrangements prescribed by this Agreement.
1.2 The Parties have agreed to certain provisions in this
Agreement, based, in large part, on the existing state of the
law, rules, regulations and interpretations thereof, as of
the date hereof (the "Existing Rules"). To the extent that
certain of the Existing Rules are changed and modified, and
it reasonably appears that the Parties would have negotiated
and agreed to different term(s), condition(s), or covenant(s)
than as contained herein had such change or modification been
in existence before execution hereof, then this Agreement
shall be amended to reflect such different term(s),
condition(s), or covenant(s). Where the Parties fail to
agree upon such an amendment, it shall be resolved in
accordance with the Dispute Resolution provision of this
Agreement.
2. SCOPE OF AGREEMENT
2.1 This Agreement sets forth the terms, conditions and prices
under which USWC agrees to provide (a) services for resale
(hereinafter referred to as "Local Services") (b) certain
unbundled network elements, ancillary functions and additional
features to ACI (hereinafter collectively referred to as
"Network Elements"). The Agreement also sets forth the terms,
conditions and prices under which the Parties agree to provide
interconnection and reciprocal compensation for the exchange of
local traffic between USWC and ACI for purposes of offering
telecommunications services. Unless otherwise provided in this
Agreement, the Parties will perform all of their obligations
hereunder throughout, to the extent provided in the Appendices
attached hereto. The Agreement includes all accompanying
Appendices.
2.2 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.
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3. DEFINITIONS
3.1 "Access Service Request" or "ASR" means the industry standard
forms and supporting documentation used for ordering Access
Services. The ASR will be used to order trunking and
facilities between ACI and USWC for Local Interconnection
Service.
3.2 "Access Services" refers to the tariffed interstate and
intrastate switched access and private line transport services
offered for the origination and/or termination of interexchange
traffic (see each Party's appropriate state and interstate
access tariffs).
3.3 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.
seq.), as amended by the Telecommunications Act of 1996, and as
from time to time interpreted in the duly authorized rules and
regulations of the FCC or a Commission within its state of
jurisdiction.
3.4 "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.
3.5 "Basic Exchange Switched Features" are optional end user
switched services that include, but are not necessarily limited
to: Automatic Call Back; Call Trace; Caller ID and Related
Blocking Features; Distinctive Ringing/Call Waiting; Selective
Call Forward; Selective Call Rejection.
3.6 "Basic Exchange Telecommunications Service" means a service
offered to end users which provides the end user with a
telephonic connection to, and a unique local telephone number
address on, the public switched telecommunications network, and
which enables such end user to generally place calls to, or
receive calls from, other stations on the public switched
telecommunications network. Basic residence and business line
services are Basic Exchange Telecommunications Services. As
used solely in the context of this statement and unless
otherwise agreed, Basic Exchange Telecommunications Service
includes access to ancillary services such as 911, directory
assistance and operator services.
3.7 "BLV/BLVI Traffic" means an operator service call in which the
caller inquires as to the busy status of or requests an
interruption of a call on another end user's Basic Exchange
Telecommunications Service line.
3.8 "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. Reference
Technical Pub. 77342.
3.9 "Central Office Switch" means a switch used to provide
telecommunications services, including, but not limited to:
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3.9.1 "End Office Switches" which are used to terminate end
user station loops for the purpose of interconnecting
to each other and to trunks; and
3.9.2 "Tandem Office Switches" which are used to connect and
switch trunk circuits between and among other Central
Office Switches. Access tandems provide connections
for exchange access and toll traffic while local
tandems provide connections for local/EAS traffic.
3.10 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in its equipment
necessary for Interconnection or for access to Network Elements
on an unbundled basis which has been installed and maintained
at the premises of a second Party (the "Housing Party").
Collocation may be "physical" or "virtual". In "Physical
Collocation," the Collocating Party installs and maintains its
own equipment in the Housing Party's premises. In "Virtual
Collocation," the Housing Party installs and maintains the
Collocating Party's equipment in the Housing Party's premises.
3.11 "Commission" means the Public Utilities Commission of _________
3.12 "Common Channel Signaling" or "CCS" means a method of digitally
transmitting call set-up and network control data over a
special signaling network fully separate from the public voice
switched network elements that carry the actual call. The CCS
used by the Parties shall be Signaling System 7.
3.13 "Co-Provider" means an entity authorized to provide Local
Exchange Service that does not otherwise qualify as an
incumbent Local Exchange Carrier ("LEC").
3.14 "Digital Signal Level" means one of several transmission rates
in the time division multiplexing hierarchy.
3.15 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
3.16 "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.
3.17 "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.
3.18 "Exchange Message Record" or "EMR" is the standard used for
exchange of telecommunications message information between
telecommunications providers for billable, non-billable,
sample, settlement and study data. EMR format is contained in
BR-010-200-010 CRIS Exchange Message Record, a
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Bellcore document that defines industry standards for exchange
message records.
3.19 "Extended Area Service (EAS)/Local Traffic" means traffic that
is originated by an end user of one Party and terminates to an
end user of the other Party as defined in accordance with
USWC's then current EAS/local serving areas, as determined by
the Commission.
3.20 "Integrated Digital Loop Carrier" means a subscriber loop
carrier system, which integrates within the switch at a DS1
level (twenty-four (24) local Loop transmission paths combined
into a 1.544 Mbps digital signal).
3.21 "Interconnection" is the linking of the USWC and Co-Provider
networks for the mutual exchange of traffic and for Co-Provider
access to unbundled Network Elements. Interconnection does not
include the transport and termination of traffic.
Interconnection is provided by Virtual or Physical Collocation,
entrance facilities or Mid-Span Meet arrangements.
3.22 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or IntraLATA Toll services.
3.23 "IntraLATA Toll" is defined in accordance with USWC's current
intraLATA toll serving areas, as determined by the Commission.
3.24 "Local Loop Transmission" or "Loop" means the entire
transmission path which extends from the network interface or
demarcation point at an end user's premises to the Main
Distribution Frame or other designated frame or panel in a
Party's Wire Center which serves the end user.
3.25 "Main Distribution Frame" or "MDF" means the distribution frame
of the Party providing the Loop used to interconnect cable
pairs and line and trunk equipment terminals on a switching
system.
3.26 "MECAB" refers to the Multiple Exchange Carrier Access Billing
(MECAB) document prepared by the Billing Committee of the
Ordering and Billing Forum (OBF), that functions under the
auspices of the Carrier Liaison Committee of the Alliance for
Telecommunications Industry Solutions. The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of an Access Service
provided by two or more LECs (including a LEC and a
Co-Provider) or by one LEC in two or more states within a
single LATA.
3.27 "MECOD" refers to the Multiple Exchange Carriers Ordering and
Design (MECOD) Guidelines for Access Services - Industry
Support Interface, a document developed by the
Ordering/Provisioning Committee under the auspices of the
Ordering and Billing Forum (OBF), that functions under the
auspices of the Carrier Liaison Committee of the Alliance for
Telecommunications Industry Solutions. The MECOD document,
published by
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Bellcore as Special Report SR STS-002643, establishes
recommended guidelines for processing orders for Access Service
that is to be provided by two or more LECs (including a LEC and
a Co-Provider). It is published by Bellcore as SRBDS 00983.
3.28 "Meet-Point Billing" or "MPB" refers to an arrangement whereby
two LECs (including a LEC and Co-Provider) jointly provide
Switched Access Service to an Interexchange Carrier, with each
LEC (or Co-Provider) receiving an appropriate share of the
transport element revenues as defined by their effective access
tariffs.
3.29 "Mid-Span Meet" is a Point of Interconnection between two
networks, designated by two Telecommunications Carriers, at
which one carrier's responsibility for service begins and the
other carrier's responsibility ends.
3.30 "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.
3.31 "NXX" means the fourth, fifth and sixth digits of a ten-digit
telephone number.
3.32 "Party" means either USWC or ACI and "Parties" means USWC and
ACI.
3.33 "Point of Interface", "Point of Interconnection", or "POI" is a
mutually agreed upon point of demarcation where the exchange of
traffic between two LECs (including a LEC and a Co-Provider)
takes place.
3.34 "Port" means a termination on a Central Office Switch that
permits end users to send or receive telecommunications
services over the public switched network, but does not include
switch features or switching functionality.
3.35 "Rate Center" means the specific geographic point and
corresponding geographic area which are associated with one or
more particular NPA-NXX codes which have been assigned to a LEC
(or Co-Provider) for its provision of basic exchange
telecommunications services. The "rate center point" is the
finite geographic point identified by a specific V & H
coordinate, which is used to measure distance-sensitive end
user traffic to/from, the particular NPA-NXX designations
associated with the specific Rate Center. The "rate center
area" is the exclusive geographic area identified as the area
within which the LEC (or Co-Provider) will provide Basic
Exchange Telecommunications Service bearing the particular
NPA-NXX designations associated with the specific Rate Center.
The Rate Center point must be located within the Rate Center
area.
3.36 "Reseller" is a category of local exchange service provider
that obtains dial tone and associated telecommunications
services from another provider through the purchase of bundled
finished services for resale to its end users.
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3.37 "Routing Point" means a location that a LEC or Co-Provider has
designated on its own network as the homing (routing) point for
traffic, bearing a certain NPA-NXX designation, that is inbound
to Basic Exchange Telecommunications Services provided by the
LEC or Co-Provider. The Routing Point is employed to calculate
mileage measurements for the distance-sensitive transport
element charges of Switched Access Services. Pursuant to
Bellcore Practice BR 795-100-100, the Routing Point may be an
"End Office" location, or a "LEC Consortium Point of
Interconnection". Pursuant to that same Bellcore Practice,
examples of the latter shall be designated by a common language
location identifier (CLLI) code with (x)KD in positions 9, 10,
11, where (x) may be any alphanumeric A-Z or 0-9. The above
referenced Bellcore document refers to the Routing Point as the
Rating Point. The Rating Point/Routing Point must be located
within the rate center area.
3.38 "Service Control Point" or "SCP" means a signaling end point
that acts as a database to provide information to another
signaling end point (i.e., Service Switching Point or another
SCP) for processing or routing certain types of network calls.
A query/response mechanism is typically used in communicating
with an SCP.
3.39 "Signaling Transfer Point" or "STP" means a signaling point
that performs message routing functions and provides
information for the routing of messages between signaling end
points. An STP transmits, receives and processes Common
Channel Signaling ("CCS") messages.
3.40 "Switched Access Service" means the offering of transmission or
switching services to Telecommunications Carriers for the
purpose of the origination or termination of telephone toll
service. Switched Access Services include: Feature Group A,
Feature Group B, Feature Group D, 800/888 access, and 900
access and their successors or similar Switched Access
services.
3.41 "Tariff" as used throughout this Agreement refers to USWC
interstate tariffs and state tariffs, price lists, price
schedules and catalogs.
3.42 "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 Act). A Telecommunications Carrier shall
be treated as a common carrier under the Act only to the extent
that it is engaged in providing telecommunications services,
except that the Commission shall determine whether the
provision of fixed and mobile satellite service shall be
treated as common carriage.
3.43 "Traffic Type" is the characterization of intraLATA traffic as
"local" (local includes EAS), or "toll" which shall be the same
as the characterization established by the appropriate state
commission for the incumbent LEC.
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3.44 "Wire Center" denotes a building or space within a building,
that serves as an aggregation point on a given carrier's
network, where transmission facilities are connected or
switched. Wire Center can also denote a building where one or
more Central Offices, used for the provision of Basic Exchange
Telecommunications Services and Access Services, are located.
However, for purposes of Collocation Service, Wire Center shall
mean those points eligible for such connections as specified in
the FCC Docket No. 91-141, and rules adopted pursuant thereto.
3.45 Terms not otherwise defined here, but defined in the Act or in
regulations implementing the Act, shall have the meaning
defined there.
4. RATES AND CHARGES GENERALLY
4.1 Prices for termination and transport of traffic,
Interconnection, access to unbundled Network Elements, and
ancillary services are set forth in Appendix A.
4.2 USWC's wholesale discounts for resale services are set forth in
Appendix A.
4.3 The underlying provider of a resold service shall be entitled
to receive, from the purchaser of Switched Access, the
appropriate access charges pursuant to its then effective
Switched Access Tariff.
5. RECIPROCAL TRAFFIC EXCHANGE
5.1 SCOPE
Reciprocal traffic exchange addresses the exchange of traffic
between ACI end users and USWC end users. If such traffic is
local, the provisions of this Agreement shall apply. Where
either Party acts as an IntraLATA Toll provider or interLATA
Interexchange Carrier (IXC) or where either Party interconnects
and delivers traffic to the other from third parties, each
Party shall bill such third parties the appropriate charges
pursuant to its respective tariffs or contractual offerings for
such third party terminations. Absent a separately negotiated
agreement to the contrary, the Parties will directly exchange
traffic between their respective networks, without the use of
third party transit providers.
5.2 TRAFFIC TYPES
The Traffic Types to be exchanged under this Agreement include:
5.2.1 EAS/Local Traffic as defined above.
5.2.2 IntraLATA Toll traffic as defined above.
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5.2.3 Switched Access traffic, or interLATA toll traffic, as
specifically defined in USWC's state and interstate
Switched Access Tariffs, and generally identified as
that traffic that originates at one of the Party's end
users and terminates at an IXC point of presence, or
originates at an IXC point of presence and terminates
at one of the Party's end users, whether or not the
traffic transits the other Party's network.
5.2.4 Transit traffic is any traffic other than Switched
Access, that originates from one Telecommunications
Carrier's network, transits another Telecommunications
Carrier's network, and terminates to yet another
Telecommunications Carrier's network.
Transit service provides the ability for a
Telecommunications Carrier to use its connection to a
local or access tandem for delivery of calls that
originate with a Telecommunications Carrier and
terminate to a company other than the tandem company,
such as another Co-Provider, an existing LEC, or a
wireless carrier. In these cases, neither the
originating nor terminating end user is a customer of
the tandem Telecommunications Carrier. The tandem
Telecommunications Carrier will accept traffic
originated by a Party and will terminate it at a Point
of Interconnection with another local, intraLATA or
interLATA network Telecommunications Carrier. This
service is provided through local and access tandem
switches.
5.2.5 Ancillary traffic includes all traffic destined for
ancillary services, or that may have special billing
requirements, including, but not limited to the
following:
5.2.5.1 Directory Assistance
5.2.5.2 911/E911
5.2.5.3 Operator call termination (busy line
interrupt and verify)
5.2.5.4 800/888 database dip
5.2.5.5 LIDB
5.2.5.6 Information services requiring special
billing.
5.2.6 Unless otherwise stated in this Agreement, ancillary
traffic will be exchanged in accordance with whether
the traffic is EAS/Local, IntraLATA Toll, or Switched
Access.
5.3 TYPES OF EXCHANGED TRAFFIC
5.3.1 Termination of Local Traffic.
Local traffic will be terminated as Local
Interconnection Service (LIS).
5.3.2 Transport of Local Traffic
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As negotiated between the Parties, the exchange of
local traffic between the Parties may occur in several
ways:
5.3.2.1 While the Parties anticipate the use of two
way trunks for the delivery of local traffic,
either Party may elect to provision its own
one-way trunks for delivery of local traffic
to be terminated on the other Party's
network.
5.3.2.2 The Parties may elect to purchase transport
services from each other or from a third
party. Such transport delivers the
originating Party's local traffic to the
terminating Party's end office or tandem for
call termination. Transport may be purchased
as either tandem switched transport or direct
trunk transport.
5.3.2.3 Based on forecasted traffic at ACI's busy
hour in CCS, where there is a DS1's worth of
traffic (512 CCS) between the ACI switch and
a USWC end office, the traffic will be moved
to a dedicated (i.e., direct) trunk group
from the ACI switch directly to the USWC end
office. To the extent that ACI has
established a collocation arrangement at a
USWC end office location, and has available
capacity, the Parties agree that ACI shall
provide two-way direct trunk facilities, when
required, from that end office to the ACI
switch. In all other cases, the direct
facility may be provisioned by USWC or ACI or
a third party. If both ACI and USWC desire
to provision the facility and cannot
otherwise agree, the Parties may agree to
resolve the dispute through the submission of
competitive bids.
5.3.3 Transit Traffic.
5.3.3.1 USWC will accept traffic originated by ACI
and will terminate it at a Point of
Interconnection with another Co-Provider,
LEC, IXC, or wireless carrier. USWC will
provide this transit service through local
and access tandem switches. ACI may also
provide USWC with transit service.
5.3.3.2 To the extent technically feasible, the
Parties involved in transporting transit
traffic will deliver calls to each involved
network with CCS/SS7 protocol and the
appropriate ISUP/TCAP message to facilitate
full interoperability and billing functions.
In all cases, the originating company is
responsible to follow the EMR standard and to
exchange records with both the transiting
company and the terminating company, to
facilitate the billing process to the
originating network.
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5.3.3.3 The Parties will use industry standards
developed to handle the provision and billing
of Switched Access by multiple providers
(MECAB, MECOD and the Parties' FCC tariffs),
including the one-time provision of
notification to ACI of the billing name,
billing address and carrier identification
codes of all Interexchange Carriers
originating or terminating at each USWC
access tandem.
5.3.4 Toll Traffic.
Toll traffic routed to an access tandem, or directly
routed to an end office, will be terminated as Switched
Access Service. Traffic terminated at the access
tandem will be routed to the end offices within the
LATA that subtend the USWC access tandem switch.
Switched Access Service also allows for termination at
an end office or tandem via direct trunked circuits
provisioned either by USWC or ACI.
5.4 RATE STRUCTURE
5.4.1 Local Traffic
5.4.1.1 Call Termination
5.4.1.1.1 The Parties agree that call
termination rates as
described in Appendix A
will apply reciprocally for
the termination of
EAS/Local traffic per
minute of use. If the
exchange of EAS/Local
traffic between the Parties
is within +/- 5% of balance
(as measured monthly), the
Parties agree that their
respective call termination
charges will offset one
another, and no
compensation will be paid.
The Parties agree to
perform monthly joint
traffic audits, based upon
mutually agreeable
measurement criteria and
auditing standards. In the
event that the exchange of
traffic is not in balance
as described above, the
call termination charges in
Appendix A will apply.
5.4.1.1.2 For traffic terminated at a
USWC or ACI end office, the
end office call termination
rate in Appendix A shall
apply.
5.4.1.1.3 For traffic terminated at a
USWC or ACI tandem switch,
the tandem switched rate
and the tandem transmission
rate in Appendix A shall
apply in addition to the
end office call termination
rate described above.
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5.4.1.1.4 The Parties acknowledge
that ACI will initially
serve all of its end users
within a given LATA through
a single ACI switch. The
Parties also acknowledge
that ACI may, in the
future, deploy additional
switches in each LATA. For
purposes of call
termination, the initial
ACI switch shall be treated
as an end office switch.
5.4.1.1.5 For purposes of call
termination, this Agreement
recognizes the unique
status of traffic
originated by and
terminated to internet
service providers. Parties
agree to abide by any
federal or state regulatory
or judicial proceedings
governing reciprocal
compensation and enhanced
service provider traffic.
5.4.1.1.6 Neither Party shall be
responsible to the other
for call termination
charges associated with
third party traffic that
transits such Party's
network.
5.4.2 Transport
5.4.2.1 If the Parties elect to each provision their
own one-way trunks to the other Party's end
office for the termination of local traffic,
each Party will be responsible for its own
expenses associated with the trunks and no
transport charges will apply. Call
termination charges shall apply as described
above.
5.4.2.2 If one Party desires to purchase direct trunk
transport from the other Party, the following
rate elements will apply. Transport rate
elements include the direct trunk transport
facilities between the POI and the
terminating Party's tandem or end office
switches. The applicable rates are described
in Appendix A.
5.4.2.3 Direct trunk transport facilities are
provided as dedicated DS3 or DS1 facilities
without the tandem switching functions, for
the use of either Party between the Point of
Interconnection and the terminating end
office or tandem switch.
5.4.2.4 If the Parties elect to establish two-way
direct trunks, the compensation for such
jointly used 'shared' facilities shall be
adjusted as follows. The nominal
compensation shall be pursuant to the rates
for direct trunk transport in Appendix A.
The actual rate paid to the provider of the
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direct trunk facility shall be reduced to
reflect the provider's use of that
facility. The adjustment in the direct
trunk transport rate shall be a percentage
that reflects the provider's relative use
(i.e., originating minutes of use) of the
facility in the busy hour.
5.4.2.5 Multiplexing options are available at rates
described in Appendix A.
5.4.3 Toll Traffic.
Applicable Switched Access Tariff rates, terms, and
conditions apply to toll traffic routed to an access
tandem, or directly to an end office. Relevant rate
elements include Direct Trunk Transport or Tandem
Switched Transport, Interconnection Charge, Local
Switching, and Carrier Common Line, as appropriate.
5.4.4 Transit Traffic.
Applicable Switched Access, Type 2 or LIS transport
rates apply for the use of USWC's network to transport
transit traffic. For transiting local traffic, the
applicable local transit rate applies to the
originating Party per Appendix A. For transiting toll
traffic, the Parties will charge the applicable
Switched Access rates to the responsible carrier. For
terminating transiting wireless traffic, the Parties
will charge their applicable rates to the wireless
provider. For transiting wireless traffic, the Parties
will charge each other the applicable local transit
rate.
5.5 LIS INTERFACE CODE AVAILABILITY AND OPTIONAL FEATURES
5.5.1 Interface Code Availability.
Supervisory signaling specifications, and the
applicable network channel interface codes for LIS
trunks, are the same as those used for Feature Group D
Switched Access Service, as described in the Parties'
applicable Switched Access Tariffs.
5.5.2 Switching Options.
5.5.2.1 Inband MF or SS7 Out of Band Signaling.
Inband MF signaling and SS7 Out of Band
Signaling are available for LIS trunks.
MF signaling or SS7 Out-of-Band Signaling
must be requested on the order for the new
LIS trunks. Provisioning of the LIS
trunks equipped with MF signaling or SS7
Out of Band Signaling is the same as that
used for Feature Group D Switched Access.
Common Channel Signaling Access Capability
Service, as set forth
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in this Agreement, must be ordered by ACI
when SS7 Out-of-Band Signaling is requested
on LIS trunks.
5.5.2.2 Clear Channel Capability.
Clear Channel Capability permits 24 DS0-64
kbit/s services or 1.536 Mbit/s of
information on the 1.544 Mbit/s line rate.
Clear Channel Capability is available for
LIS trunks equipped with SS7 Out-of-Band
Signaling. Clear Channel Capability is
only available on trunks to USWC's access
tandem switch or USWC's end office
switches (where available); (Clear Channel
Capability is not available on trunks to
USWC's local tandem switches or end
offices where it is currently not
deployed. ACI agrees to use the Bona Fide
Request process to request clear channel
capability for such additional switches.
Prices for such additional Clear Channel
Capability, if any, will be established
through the BFR Process). Clear Channel
Capability must be requested on the order
for the new LIS trunks. The provisioning
of the LIS trunks equipped with Clear
Channel Capability is the same as that
used for Feature Group D Switched Access
Service. USWC will provide ACI with a
listing of USWC end offices, local tandems
and access tandems equipped with Clear
Channel Capability.
5.6 MEASURING LOCAL INTERCONNECTION MINUTES
5.6.1 Measurement of terminating local interconnection
minutes begins when the terminating LIS entry switch
receives answer supervision from the called end user's
end office indicating the called end user has answered.
The measurement of terminating call usage over LIS
trunks ends when the terminating LIS entry switch
receives disconnect supervision from either the called
end user's end office, indicating the called end user
has disconnected, or ACI's Point of Interconnection,
whichever is recognized first by the entry switch.
5.6.2 USWC and ACI are required to provide each other the
proper call information (e.g., originating call party
number and destination call party number, etc.) to
enable each Party to issue bills in a complete and
timely fashion.
5.7 TESTING
5.7.1 Acceptance Testing
At the time of installation of an LIS trunk group, and
at no additional charge, the Parties will cooperatively
test the same parameters tested for
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terminating Feature Group D Switched Access Service.
See USWC's applicable Switched Access Tariff for the
specifications.
5.7.2 Testing Capabilities
5.7.2.1 Terminating LIS testing is provided where
equipment is available, with the following
test lines: seven-digit access to balance
(100 type), milliwatt (102 type),
nonsynchronous or synchronous, automatic
transmission measuring (105 type), data
transmission (107 type), loop-around, short
circuit, open circuit, and non-inverting
digital loopback (108 type).
5.7.2.2 In addition to LIS acceptance testing, other
tests are available (e.g., additional
cooperative acceptance testing, automatic
scheduled testing, cooperative scheduled
testing, manual scheduled testing, and
non-scheduled testing) at the applicable
tariff rates.
5.8 ORDERING
5.8.1 When ordering LIS, the ordering Party shall specify on
the service order: 1) the type and number of
Interconnection facilities to terminate at the Point of
Interconnection in the serving wire center; 2) the type
of interoffice transport, (i.e., Direct Trunk Transport
or Tandem Switched Transport); 3) the peak busy hour
CCS from the ACI end office; 4) the number of trunks to
be provisioned at a local exchange office or tandem; 5)
and any optional features. When the ordering Party
requests facilities, routing, or optional features
different than those determined to be available, the
Parties will work cooperatively in determining an
acceptable configuration, based on available
facilities, equipment and routing plans.
5.8.2 When the ordering Party initially orders a DS3
Interconnection facility, in conjunction with Tandem
Switched Transport to a tandem, or DS3 Direct Trunk
Transport facilities to a tandem or local exchange
office, the provider will forward the appropriate DS1
facility record information necessary to identify the
circuit facility assignment. On subsequent orders
utilizing existing DS3 Interconnection facilities, or
DS3 Direct Trunk Transport facilities, the provider
will assign the DS1 facility to the DS3 Interconnection
facility or DS3 Direct Trunk Transport facility, as
directed by the ordering Party.
5.8.3 A joint planning meeting will precede ACI and USWC
trunking orders. These meetings will result in the
transmittal of Access Service Requests (ASRs) to
initiate order activity. A Party requesting tandem
Interconnection will provide its best estimate of the
traffic distribution to each end office subtending the
tandem.
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5.8.4 Service intervals and due dates for the initial
establishment of trunking arrangements at each location
of Interconnection between the Parties will be
determined on an individual case basis.
5.8.5 Service intervals and due dates for the establishment
of subsequent trunking arrangements for Interconnection
between the Parties, will be in accordance with the
guidelines for LIS.
5.9 BILLING ARRANGEMENTS
5.9.1 USWC and ACI desire to submit separate bills, pursuant
to their separate tariffs, to Interexchange Carriers
for their respective portions of jointly provided
Switched Access Service.
Based on the negotiated POI, the Parties will agree on
a meet point percentage to enable the joint
provisioning and billing of Switched Access Services to
third parties in conformance with the Meet-Point
Billing guidelines adopted by and contained in the
Ordering and Billing Forum's MECAB and MECOD documents
and referenced in USWC's Switched Access Tariffs. The
Parties understand and agree that MPB arrangements are
available and functional only to/from Interexchange
Carriers who directly connect with the tandem(s) that
ACI sub-tends in each LATA.
5.9.2 The Parties will use reasonable efforts, individually
and collectively, to maintain provisions in their
respective federal and state access tariffs, and/or
provisions within the National Exchange Carrier
Association ("NECA") Tariff No. 4, or any successor
tariff, sufficient to reflect this MPB arrangement,
including MPB percentages.
5.9.3 As detailed in the MECAB document, ACI and USWC will
exchange all information necessary to bill third
parties for Switched Access Services traffic jointly
handled by ACI and USWC via the meet point arrangement
in a timely fashion. Information shall be exchanged in
Exchange Message Record ("EMR") format (Bellcore
Standard BR 010-200-010, as amended) on magnetic tape
or via a mutually acceptable electronic file transfer
protocol. The Parties will exchange records pursuant
to this paragraph without additional compensation.
5.9.4 The Parties will agree upon reasonable audit standards
and other procedures as required to ensure billing
accuracy.
5.9.5 Each Party will bill the IXCs the appropriate rate
elements in accordance with their respective interstate
and intrastate tariffs, as follows:
<TABLE>
<CAPTION>
Rate Element Billing Company
------------ ---------------
<S> <C>
Carrier Common Line Dial Tone Provider
Local Switching Dial Tone Provider
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<PAGE>
Interconnection Charge Dial Tone Provider
Local Transport Termination Based on negotiated BIP
Local Transport Facility Based on negotiated BIP
(also called Tandem Transmission per mile)
Tandem Switching Access Tandem Provider
Entrance Facility Access Tandem Provider
</TABLE>
5.9.6 For originating 800/888 traffic routed to an access
tandem, the tandem provider will perform 800/888
database inquiry and translation functions and bill the
inquiry charge and translation charge (if any) to the
Interexchange Carrier pursuant to tariff. For all
originating 800/888 database inquiry and translation
functions, the charges will be billed to the
Interexchange Carrier transporting the call.
5.10 MILEAGE MEASUREMENT
Where required, the mileage measurement for LIS facilities and
trunks is determined in the same manner as the mileage
measurement for Feature Group D Switched Access Service.
5.11 CONSTRUCTION CHARGES
If applicable, construction charges will apply as detailed in
the Construction Charges section of this Agreement.
6. INTERCONNECTION
6.1 DEFINITION
6.1.1 "Interconnection" is the linking of the USWC and ACI
networks for the mutual exchange of traffic and for ACI
access to unbundled Network Elements. Interconnection
does not include the transport and termination of
traffic. Interconnection is provided by Virtual or
Physical Collocation, entrance facilities or Mid-Span
Meet arrangements.
6.1.2 USWC will provide Interconnection at the line side of
the local switch, the trunk side of the local switch,
trunk interconnection points of the tandem switch,
central office cross-connect points, and the location
of the signaling transfer points necessary to exchange
traffic and access call related databases.
6.2 MID-SPAN MEET POI
6.2.1 A Mid-Span Meet POI is a negotiated point of interface,
limited to the interconnection of facilities between
one Party's switch and the other Party's switch. The
actual physical Point of Interface and facilities used
will be subject to negotiations between the Parties.
Each Party will be
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responsible for its portion of the build to the
Mid-Span Meet POI, if the meet point arrangement is
used exclusively for the exchange of local traffic.
6.2.2 If the Mid-Span Meet arrangement is to be used for
access to unbundled Network Elements, ACI must pay the
portion of the economic costs of the Mid-Span Meet
arrangement used by ACI for access to unbundled Network
Elements.
6.3 COLLOCATION
Interconnection may be accomplished through either Virtual or
Physical Collocation. The terms and conditions under which
Collocation will be available are described in the Collocation
section of this Agreement.
6.4 ENTRANCE FACILITY
Interconnection may be accomplished through the provision of an
entrance facility. An entrance facility extends from the
serving Wire Center of the provider to the other Party's Wire
Center location. Entrance facilities may not extend beyond the
area described by the provider's serving Wire Center. The
rates for entrance facilities are provided in Appendix A.
6.5 QUALITY OF INTERCONNECTION
USWC will not, for the purpose of Interconnection, provide to
ACI less favorable terms and conditions than USWC provides
itself or in a manner less efficient than it would impose on
itself. The quality of Interconnection will be at least equal
to that of USWC.
Both Parties agree to manage their network switches in
accordance with the Bellcore LSSGR.
6.6 POINTS OF INTERFACE (POI)
UPON THE REQUEST FOR SPECIFIC POINT TO POINT ROUTING, USWC WILL
MAKE AVAILABLE TO ACI INFORMATION INDICATING THE LOCATION AND
TECHNICAL CHARACTERISTICS OF USWC'S NETWORK FACILITIES. THE
FOLLOWING ALTERNATIVES ARE NEGOTIABLE: (1) A DS1 OR DS3
ENTRANCE FACILITY; (2) VIRTUAL COLLOCATION; (3) PHYSICAL
COLLOCATION; AND (4) NEGOTIATED MID-SPAN MEET FACILITIES. EACH
PARTY IS RESPONSIBLE FOR PROVIDING ITS OWN FACILITIES UP TO THE
MID-SPAN MEET POI. THE PARTIES WILL NEGOTIATE THE FACILITIES
ARRANGEMENT BETWEEN THEIR NETWORKS.
6.7 TRUNKING REQUIREMENTS
6.7.1 The Parties agree to provide designed Interconnection
facilities that meet the same technical criteria and
service standards, such as probability of
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blocking in peak hours and transmission standards, in
accordance with industry standards.
6.7.2 Two-way trunk groups will be established wherever
possible. Exceptions to this provision will be based
on billing, signaling, and network requirements. For
example, (1) billing requirements - switched access vs.
local traffic, (2) signaling requirements - MF vs. SS7,
and (3) network requirements - directory assistance
traffic to TOPS tandems. The following is the current
list of traffic types that require separate trunk
groups, unless specifically otherwise stated in this
Agreement.
6.7.2.1 IntraLATA Toll and Switched Access trunks
6.7.2.2 EAS/Local trunks
6.7.2.3 Directory Assistance trunks
6.7.2.4 911/E911 trunks
6.7.2.5 Operator services trunks
6.7.2.6 Commercial Mobile Radio Service/Wireless
traffic for which ACI serves as the transit
provider between the CMRS provider and USWC.
6.7.2.7 Transit IntraLATA Toll
6.7.2.8 Transit local
6.7.2.9 Meet-Point Billing Trunks (for the joint
provision of Switched Access)
6.7.2.10 Mass calling trunks, if applicable
6.7.3 Trunk group connections will be made at a DS1 or
multiple DS1 level for exchange of EAS/Local, IntraLATA
Toll, wireless/Commercial Mobile Radio Service, and
Switched Access traffic. Ancillary service trunk
groups will be made below a DS1 level, as negotiated.
6.7.4 The Parties will provide Common Channel Signaling (CCS)
to one another, where available, in conjunction with
all EAS/Local trunk circuits. All CCS signaling
parameters will be provided including Calling Party
Number (CPN), originating line information (OLI),
calling party category, charge number, etc. All
privacy indicators will be honored.
6.7.5 Where CCS is not available, in-band multi-frequency
(MF) wink start signaling will be provided. When the
Parties interconnect via CCS for jointly provided
Switched Access Service, the tandem provider will
provide MF/CCS interworking as required for
Interconnection with Interexchange Carriers who use MF
signaling.
6.7.6 The Parties will follow all Ordering and Billing Forum
adopted standards pertaining to CIC/OZZ codes.
6.7.7 USWC will cooperate in the provision of TNS (Transit
Network Selection) for the joint provision of Switched
Access Service.
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6.7.8 The Parties shall terminate EAS/Local traffic
exclusively on EAS/Local trunk groups. No EAS/Local
trunk groups shall be terminated on USWC's access
tandems.
6.7.9 The Parties agree to terminate local traffic in the
same EAS/Local area as such traffic originated.
6.8 INTERCONNECTION FORECASTING
6.8.1 The Parties agree that during the first year of
Interconnection, joint forecasting and planning
meetings will take place no less frequently than once
per quarter.
6.8.2 The Parties shall establish joint forecasting
responsibilities for traffic utilization over trunk
groups. Intercompany forecast information must be
provided by the Parties to each other four times a
year. The quarterly forecasts shall include forecasted
requirements for each trunk group identified in
Paragraph 6.7.2 of this Section. In addition, the
forecast shall include, for tandem-switched traffic,
the quantity of tandem-switched traffic forecasted for
each subtending end office. The Parties recognize
that, to the extent historical traffic data can be
shared between the Parties, the accuracy of the
forecasts will improve. Forecasts shall be for a
minimum of three (current and plus-1 and plus-2) years
and shall include:
6.8.2.1 The use of Common Language Location
Identifier (CLLI-MSG), which are described in
Bellcore documents BR 795-100-100 and BR
795-400-100;
6.8.2.2 A description of major network projects
anticipated for the following six months that
could affect the other Party. Major network
projects include trunking or network
rearrangements, shifts in anticipated traffic
patterns, or other activities that are
reflected by a significant increase or
decrease in trunking demand for the following
forecasting period. This planning will
include the issues of network capacity,
forecasting and compensation calculation,
where appropriate.
6.8.3 If differences in quarterly forecasts of the Parties
vary by more than 24 additional DS0 two-way trunks for
each local interconnection trunk group, the Parties
shall meet to reconcile the forecast to within 24 DS0
trunks.
6.8.4 If a trunk group is under 75 percent of centum call
seconds (ccs) capacity on a monthly average basis for
each month of any three month period, either Party may
request to resize the trunk group, which resizing will
not be unreasonably withheld. If a resizing occurs,
the trunk group shall not be left with less than 25
percent excess capacity.
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6.8.5 Each Party shall provide a specified point of contact
for planning, forecasting and trunk servicing purposes.
6.9 SERVICE INTERRUPTIONS
6.9.1 Standards and procedures for notification of trunk
disconnects will be jointly developed by the Parties.
Neither Party shall be expected to maintain active
status for a trunk disconnected by the other Party for
an extended or indefinite period of time.
Collectively, the Parties will use their best good
faith efforts to complete and agree on such plan.
6.9.2 The characteristics and methods of operation of any
circuits, facilities or equipment of either Party
connected with the services, facilities or equipment of
the other Party pursuant to this Agreement shall not:
1) interfere with or impair service over any facilities
of the other Party; its affiliated companies, or its
connecting and concurring carriers involved in its
services; 2) cause damage to their plant; 3) violate
any applicable law or regulation regarding the invasion
of privacy of any communications carried over the
Party's facilities; or 4) create hazards to the
employees of either Party or to the public. Each of
these requirements is hereinafter referred to as an
"Impairment of Service".
6.9.3 If, either Party discovers an impairment or
interference that threatens to cause, is causing, or
has caused service-affecting harm to the physical
integrity of the network, physical harm to either
Parties' employees or third parties or interference
which prevents either Party, or third parties, from
offering service to their end-users, such impairment or
inference may be considered an emergency situation and
that Party shall, where practical, promptly notify the
other Party of the nature and location of the
impairment or interference. The Parties agree to work
together to attempt to promptly resolve the emergency
situation and if Parties are unable to resolve it, or
if exigent circumstances exist, either Party may take
any action permitted by applicable law, including the
temporary disconnection of the affected circuit,
facility or equipment. The Parties contemplate that
the provision of services within industry standards,
norms, or generally accepted practices will not
constitute an emergency situation.
6.9.4 Where new facilities, services and arrangements are
installed, the TRCO shall ensure that continuity exists
and take appropriate transmission measurements before
advising the other Party that the new circuit is ready
for service.
6.9.5 Each Party shall furnish a trouble reporting telephone
number for the designated TRCO. This number shall give
access to the location where facility records are
normally located and where current status reports on
any trouble reports are readily available. Alternative
out-of-hours
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procedures shall be established to ensure access to a
location that is staffed and has the authority to
initiate corrective action.
6.9.6 Before either Party reports a trouble condition, each
shall use its best efforts to isolate the trouble to
the other's facilities.
6.9.6.1 In cases where a trouble condition affects a
significant portion of the other's service,
the Parties shall assign the same priority
provided to other interconnecting carriers.
6.9.6.2 The Parties shall cooperate in isolating
trouble conditions.
7. COLLOCATION
7.1.1 DESCRIPTION
7.1.1 Collocation allows for the placing of transmission
equipment owned by ACI within USWC's Central Office for
the purpose of interconnecting with USWC, accessing
UNEs, and/or terminating EAS/Local traffic.
7.1.1.1 Virtual Collocation
With a Virtual Collocation arrangement,
ACI is responsible for the procurement of
its own transmission equipment which USWC
installs and maintains. ACI does not have
physical access to its equipment in the
USWC Central Office but will be granted
access to the SPOT Frame for placing any
connections it may require for access to
USWC UNEs.
7.1.1.2 Physical Collocation
Physical Collocation allows ACI to lease
caged floor space in 100 square foot
increments, up to a maximum of 400 square
feet, for placement of its transmission
equipment within USWC's Central Office for
the purpose of interconnecting with USWC
UNEs. ACI is responsible for the
procurement, installation and on-going
maintenance of its equipment as well as
the cross connections required at the SPOT
Frame for combining its equipment to USWC
UNEs.
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7.1.1.3 Common Collocation
Common Collocation is provided in a
non-caged area of a USWC Central Office.
Space will be made available in single
frame bay increments. Space will be
provided utilizing USWC standard equipment
bay configurations in which ACI can place
and maintain its own equipment. As with
both Virtual and Physical Collocation,
Common Collocation will also include
access to the SPOT Frame in which ACI can
make connections to USWC UNEs.
7.2. TERMS AND CONDITIONS
7.2.1 Terms and Conditions - General
7.2.1.1 With respect to any technical requirements or
performance standards specified in this
Section, USWC shall provide Collocation in a
nondiscriminatory manner on rates, terms and
conditions that are just, reasonable and
nondiscriminatory.
7.2.1.2 ACI will only collocate basic transmission
equipment, including equipment necessary to
provide DSL services, to interconnect with
USWC's UNEs and/or terminate EAS/local
traffic to USWC. ACI must identify what
transmission equipment will be installed and
the vendor technical specifications of such
equipment so that USWC may engineer the
power, floor loading, heat release,
environmental particulate level, and HVAC.
7.2.1.3 Collocation requests require that space be
provided for the placement of [Co-Provider's]
transmission equipment within USWC's Central
Office. USWC must also provide the structure
that is necessary in support of this
equipment including physical space, a cage
(for Physical Collocation), required cabling
between equipment and other associated
hardware.
7.2.1.4 All equipment placed will meet NEBS standards
and will be installed in accordance with USWC
Technical Publications 77350, 77351, 77355,
77367, 77386 and 77390. USWC shall provide
standard central office alarming pursuant to
Technical Publication 77390.
7.2.1.5 Collocation is offered on a first-come,
first-served basis. Requests for Collocation
may be denied due to the lack of sufficient
space in a USWC Central Office for placement
of ACI's equipment. When ENTRANCE
FACILITIES space is not available, ACI may
opt to utilize USWC Private Line Finished
Services in lieu of entrance facilities.
USWC is not required to build new entrance
facilities or construct new office space
solely for the purposes of Collocation. In
the event that USWC requires additional
Central Office space in order
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to satisfy its own business needs,
additional space will be taken into
consideration for Collocation as well.
7.2.1.6 If a request for Collocation is denied due to
a lack of space in a USWC Central Office, ACI
may request USWC to provide a cost quote for
the reclamation of space and/or equipment.
Quotes will be developed within 60 business
days including the estimated time frames for
the work that is required in order to satisfy
the Collocation request. ACI has 30 days to
accept the quote. If ACI accepts the quote,
upon receipt of 50% down of the quoted
charges, work will begin with the balance due
on completion.
7.2.1.7 If space is limited in USWC's Central
Offices, Collocation space will always be
provided for placement of a SPOT frame for
all Collocation requests. This may include
having to reclaim either space or equipment.
All costs associated with allocating space
directly related to the SPOT Frame will be
borne by USWC.
7.2.1.8 Reclamation may include the following:
USWC is responsible for Equipment
Reclamation - Space that contains
non-working equipment that can be
removed.
ACI is responsible for the cost of Grooming
- The moving of circuits from working
equipment to other equipment with
similar functionality for the
purpose of providing space for
Interconnection.
ACI is responsible for Space
Reclamation - Administrative space
that can be re- conditioned for the
placement of transmission equipment.
If ACI's request for reclamation
produces additional capacity in
excess of ACI's requested amount of
collocation space, ACI will be
responsible, on a pro-rated basis,
pursuant to Section 7.2.1.8. only
for that portion of the reclamation
necessary to satisfy its collocation
request.
7.2.1.9 If USWC determines that the amount of space
requested by ACI for Physical Collocation is
not available, ACI will be offered
Collocation in the closest 100 square foot
increment that is determined to be available
in relation to the original request or ACI
will be offered Common Collocation (bay at a
time) as an alternative to Physical
Collocation.
7.2.1.10 USWC will designate the POI for network
Interconnection for Virtual, Physical or
Common Collocation arrangements. ACI will be
allowed access to the POI on
non-discriminatory terms.
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7.2.1.11 ACI is responsible for providing its own
fiber facilities to the (POI) outside USWC's
Central Office. USWC will extend the fiber
facility on a USWC fiber cable from the POI
to a Fiber Distribution Panel (FDP). From
the FDP additional fiber, conduit and
associated riser structure will then be
provided by USWC to continue the run to ACI's
transmission equipment or collocation area.
7.2.1.12 The entrance facility must be fiber optic
cable and meet industry standards (GR. 20
Core). Metallic sheath cable is not
permitted for use as an entrance facility for
the purpose of Interconnection. USWC
reserves the right to refuse cable that does
not meet requirements for entrance
facilities.
7.2.1.13 Dual entry into a USWC Central Office will be
provided only when two entry points
previously exist and duct space is available.
USWC will not initiate construction of an
entrance facility solely for Collocation. If
USWC requires an entrance facility for its
own use, then the needs of ACI will also be
taken into consideration.
7.2.1.14 Where no entrance facilities are available,
USWC will offer ACI USWC Private Line
Finished Services in lieu of entrance
facilities to be terminated at ACI's
collocated equipment.
7.2.1.15 USWC will establish a SPOT Frame to be the
single point where all USWC UNEs and ACI
equipment are terminated. The SPOT Frame
becomes the standard demarcation point
between ACI and USWC owned network facilities
and equipment as well as the demarcation
between UNEs. ACI will run jumpers on this
SPOT Frame to connect the network elements.
There are three basic types of connections
that will be made at the SPOT Frame:
Unbundled Element to Unbundled
Element
Unbundled Element to ACI equipment
termination
ACI equipment termination to
Co-Provider equipment termination
7.2.1.16 All terminations on the SPOT Frame will have
a cable CFA address. USWC will assign and
maintain cable CFA records for the
terminations at the SPOT frame. USWC will
provide the cable CFA to ACI for subsequent
unbundled network element ACI orders. ACI
will maintain assignment records for the
terminations of its own equipment. ACI will
also maintain the assignment records for
which SPOT frame addresses are connected to
combine network elements and deliver service.
ACI will be required to make the jumper wire,
cross connection between frame addresses on
the SPOT frame to complete the standard
circuit.
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7.2.1.17 ACI will be required to forecast for all DS0,
DS1 and DS3 terminations that it requires for
each Wire Center for which it is requesting
Collocation. The forecast is, including a
separate forecast for UNEs ACI wishes to
combine, included as part of the Collocation
order form and will be used to pre-provision
the necessary tie cables from the Collocation
space to the SPOT Frame and from the SPOT
Frame to USWC UNEs. Terminations will be
provisioned in following increments:
DS0- 100 pair increments
DS1- 28 channel increments
DS3- per termination
7.2.1.18 USWC will review the security requirements
and hours of access (seven (7) days a week,
twenty-four (24) hours a day) with ACI. This
will include issuing keys, ID cards, and
explaining the access control processes,
including but not limited to the requirement
that all ACI approved personnel are subject
to trespass violations if outside of
designated and approved areas or if found to
be providing access to unauthorized
individuals.
7.2.1.19 USWC shall provide access to existing eyewash
stations, bathrooms, and drinking water
within the collocated facility on a
twenty-four (24) hours per day, seven (7)
days per week basis for ACI personnel and its
designated agents.
7.2.1.20 ACI shall be restricted to corridors,
stairways, and elevators that provide direct
access to ACI's space, or to the nearest
restroom facility from ACI's designated
space, and such direct access will be
outlined during ACI's orientation meeting.
Access shall not be permitted to any other
portion of the building.
7.2.1.21 Nothing herein shall be construed to limit
ACI's ability to obtain Virtual, Physical
and/or Common Collocation at their preference
in a single location, provided space is
available.
7.2.1.22 Conversions of the various Collocation
arrangements (i.e. virtual to physical) are
available upon request by ACI and payment by
ACI of associated conversion charges.
Conversions shall be in accordance with
USWC's standard Collocation provisioning
processes.
7.2.2 Terms and Conditions - Virtual Collocation
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7.2.2.1 USWC is responsible for installing and
maintaining Virtually Collocated equipment
for the purpose of Interconnection or to
access UNEs.
7.2.2.2 ACI will not have physical access to the
Virtually Collocated equipment in the USWC
Wire Center. If ACI orders UNEs, ACI will
have access to the Wire Center and the SPOT
frame where the virtually collocated
equipment is terminated for the purposes of
combining UNEs.
7.2.2.3 ACI will be responsible for obtaining and
providing to USWC administrative codes,
(e.g., common language codes, for all
equipment specified by ACI and installed in
Wire Center buildings).
7.2.2.4 ACI shall ensure that upon receipt of ACI's
virtually collocated equipment by USWC, all
warranties and access to ongoing technical
support are passed through to USWC, all at
ACI's expense. ACI shall advise the
manufacturer and seller of the virtually
collocated equipment that ACI's equipment
will be possessed, installed and maintained
by USWC.
7.2.2.5 ACI's virtually collocated equipment must
comply with the Bellcore Network Equipment
Building System (NEBS) Generic Equipment
Requirements TR-NWT-000063, USWC Wire Center
environmental and transmission standards and
any statutory (local, state or federal)
and/or regulatory requirements in effect at
the time of equipment installation or that
subsequently become effective. ACI shall
provide USWC interface specifications (e.g.,
electrical, functional, physical and
software) of ACI's virtually collocated
equipment.
7.2.2.6 ACI must specify all software options and
associated plug-ins for its virtually
collocated equipment.
7.2.2.7 USWC does not guarantee the reliability of
ACI's virtually collocated equipment.
7.2.2.8 ACI will be responsible for payment for
training of USWC employees for the
maintenance, operation and installation of
ACI's Virtually Collocated equipment when
that equipment is different than the
equipment locally used by USWC in the
affected offices.
7.2.2.9 Co-Provider] will be responsible for payment
of charges incurred in the maintenance and/or
repair of ACI's virtually collocated
equipment.
7.2.3 Terms and Conditions - Physical Collocation
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7.2.3.1 USWC shall provide to ACI Physical
Collocation for Interconnection and for
access to UNEs, except that USWC may provide
for Common or Virtual Collocation if USWC
demonstrates to the Commission that Physical
Collocation is not practical for technical
reasons or because of space limitations, as
provided in Section 251(c)(6) of the Act.
USWC shall provide basic telephone service
with a connection jack as requested by ACI
for the Physical or Common Collocated space.
Upon ACI's request, this service shall be
available per standard USWC business service
provisioning processes.
7.2.3.2 Physical Collocation is offered in Wire
Centers on a space-available, first come,
first-served basis.
7.2.3.3 The minimum standard leasable amount of floor
space is 100 square feet. ACI must
efficiently use the leased space; no more
than 50% of the floor space may be used for
storage cabinets and work surfaces. The
Commission will be the final arbitrator in
points of dispute between the Parties.
7.2.3.4 ACI's leased floor space will be separated
from other Co-Providers and USWC space
through a cage enclosure. USWC or a USWC
approved contractor will construct the cage
enclosure. These two Technical Publications
must be in the possession of ACI and its
agents at the site during all work
activities.
7.2.3.5 The following standard features will be
provided by USWC:
Heating, ventilation and air
conditioning.
Smoke/fire detection and any
other building code
requirements.
7.2.3.6 USWC will design the floor space within each
Wire Center which will constitute ACI's
leased space.
7.2.3.7 USWC will ensure that the necessary
construction work (racking, ducting, caging,
etc.) is performed to build ACI's leased
physical space and the riser from the vault
to the leased physical space.
7.2.3.8 ACI owns and is responsible for the
installation, maintenance and repair of its
transmission equipment located within the
physically collocated space rented from USWC.
7.2.3.9 ACI must use leased space promptly and may
not warehouse space for later use or sublease
to another Co-Provider.
7.2.3.10 USWC will extend USWC-provided and owned
fiber optic cable from the POI through the
cable vault and extend the cable to the
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Fiber Distribution Panel and then to
ACI's leased physical space or place
the cable in fire retardant tubing
prior to extension to ACI's leased
physical space. ACI will, procure,
install and maintain all fiber optic
facilities up to the USWC designated
POI.
7.2.3.11 USWC will install and maintain all related
SPOT frame activity necessary to provide
cross connections between USWC's and ACI's
equipment.
7.2.3.12 ACI may not extend USWC dark fiber to ACI's
leased physical space or connect DS1/DS3
Channel Terminations to USWC dark fiber.
7.2.3.13 USWC will work cooperatively with ACI in
matters of joint testing and maintenance.
7.2.3.14 Once construction is complete for Physical
Collocation and ACI has accepted its leased
physical space, ACI may order its DS0, DS1,
DS3.
7.2.3.15 If, during installation, USWC determines ACI
activities or equipment does not comply with
the NEBS standards listed in section 7.2.1.4
or are otherwise unsafe, non-standard, or in
violation of any applicable laws or
regulations, USWC has the right to stop all
collocation work until the situation is
remedied. If such conditions pose an
immediate threat to the safety of USWC
employees, interfere with the performance of
USWC's service obligations, or pose an
immediate threat to the physical integrity of
the conduit system, cable facilities, or
other equipment in the central office USWC
may perform such work and/or take action as
is necessary to correct the condition at
ACI's expense.
7.2.3.16 If, at any time, USWC determines that the
equipment or the installation does not meet
USWC standards as listed in Section 7.2.1.4,
ACI will be responsible for the costs
associated with the removal, modification to,
or installation of the equipment to bring it
into compliance. If ACI fails to correct any
non-compliance within fifteen (15) days of
written notice of non-compliance, USWC may
have the equipment removed or the condition
corrected at ACI's expense.
7.2.4 Terms and Conditions - Common Collocation
7.2.4.1 ACI owns and is responsible for the
installation, maintenance and repair of its
transmission equipment located within the
space rented from USWC. USWC will not
interfere with such ACI equipment and will
make best efforts to ensure that third
parties will not have access to, will not
physically touch, and/or functionally impact
the operation of any ACI equipment, spares,
or test equipment. USWC will not
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access ACI's equipment under normal
operating circumstances; however, USWC
cannot agree under any circumstances,
never access, physically touch, and/or
functionally impact ACI's equipment.
Additionally, with respect to the
requirement set forth to not functionally
impact ACI's equipment, please refer to
Section 6.9.2 and 6.9.3 which USWC and ACI
have had extensive discussions. ACI does
not have access to, will not physically
touch, and/or functionally impact the
operation of any adjacent USWC equipment,
spares, or test equipment.
7.2.4.2 Requests for multiple bay space will be
provided in adjacent bays where possible.
When contiguous space is not available, bays
may be co-mingled with other USWC or other
co-provider equipment bays. ACI may request
through the USWC Space Reclamation Policy, a
price quote to rearrange USWC equipment to
provide ACI with adjacent space.
7.2.4.3 All equipment placed will meet minimum NEBs
standards and will be engineered and
installed in accordance with USWC Technical
Publications 77350, 77351, 77355, 77367,
77386 and 77390. Technical Publications
77350 and 77367 must be in the possession of
ACI and its agents at the site during all
work activities.
7.2.4.4 All equipment placed will be subject to
random audits conducted by USWC. These
audits will determine whether the equipment
meets the standards required by this
Agreement. ACI will be notified of the
results of this audit and shall rectify all
non-conformities within 30 days of
notification. All non-conforming items
remaining after this 30 day period may be
rectified by USWC and the cost assessed to
ACI.
7.3. RATE ELEMENTS
7.3.1 Rate Elements - General Collocation
7.3.1.1 USWC will recover collocation costs through
both recurring and nonrecurring charges. The
charges are determined by the scope of work
to be performed based on the information
provided by ACI on the Collocation Order
Form. A quote is then developed by USWC for
the work to be performed.
7.3.1.2 The following elements as specified in Part H
of this Agreement, are used to develop a
price quotation in support of Collocation.
7.3.1.3 Quote Preparation Fee. This covers the work
involved in verifying space and developing a
quotation for ACI for the total costs
involved in its Collocation request.
7.3.1.4 Entrance Facility Charge. Provides for fiber
optic cable on a two-fiber basis from the POI
utilizing USWC owned, conventional single
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mode type of fiber optic cable to the
collocated equipment (for Virtual
Collocation) or to the leased space (for
Physical/Common Collocation). The
entrance facility includes riser, fiber
placement, entrance closure,
conduit/innerduct, and core drilling.
7.3.1.5 Cable Splicing Charge. Represents the labor
and equipment to perform a subsequent splice
to ACI provided fiber optic cable after the
initial installation splice. Includes
per-setup and per-fiber-spliced rate
elements.
7.3.1.6 -48 Volt DC Power Charge. Provides -48 volt
DC power to ACI collocated equipment.
Charged in 20 ampere unit increments.
7.3.1.7 48 Volt DC Power Cable Charge. Provides for
the transmission of -48 volt DC power to the
collocated equipment. It includes
engineering, furnishing and installing the
main distribution bay power breaker,
associated power cable, cable rack and local
power bay to the closest power distribution
bay. It also includes the power cable
(feeders) A and B from the local power
distribution bay to the leased physical space
(for Physical or Common Collocation) or to
the collocated equipment (for Virtual
Collocation). Charged per foot. per A and B
feeder.
7.3.1.8 Inspector Labor Charge. Provides for USWC
qualified personnel, acting as an inspector,
when ACI requires access to the POI after the
initial installation. A call-out of an
inspector after business hours is subject to
a minimum charge of four hours. The minimum
call-out charge shall apply when no other
employee is present in the location, and an
'off-shift' USWC employee (or contract
employee) is required to go 'on-shift' on
behalf of ACI.
7.3.1.9 Channel Regeneration Charge. Required when
the distance from the leased physical space
(for Physical or Common Collocation) or from
the collocated equipment (for Virtual
Collocation) to USWC network is of sufficient
length to require regeneration.
7.3.1.10 SPOT Frame Block Terminations
SPOT Frame Per 100 DSO Terminations
SPOT Frame Per 28 DSI Terminations
These elements include USW provided tie
cables, associated racking and terminating
blocks that are required between ACI
collocated equipment and the SPOT Frame.
7.3.1.11 SPOT Frame, Per Termination.
SPOT Frame Per DS0 Termination
SPOT Frame Per DS1 Termination
SPOT Frame Per DS3 Termination
These elements include the installation
of ACI's supplied tie cables from its
collocated equipment and their termination
on the SPOT Frame and is provided in
conjunction with Collocation Cable Racking.
7.3.1.12 Collocation Cable Racking - A charge for
cable racking required for placement of
ACI's supplied tie cables from its
equipment to the SPOT Frame which is
provided in conjunction with the SPOT
Frame Per DS0, DS1 and DS3 termination.
Cable Racking is assessed on a per foot,
per pair, per requested UNE termination at
the SPOT Frame.
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7.3.1.13 Unbundled Distribution Charge- This element
includes the tie cables and associated
racking that are required to be placed
between the horizontal side of the SPOT frame
and USWC UNEs.
7.3.1.14 Collocation Grounding Charge. A charge
associated with providing grounding for ACI's
cage enclosure and equipment. Recurring and
nonrecurring charges are assessed per foot to
ACI's cage enclosure or common space where
required.
7.3.1.15 Overhead Lighting Charge- Standard
illumination of Central Office Space.
7.3.1.16 Heating and Air Conditioning Charge-
Environmental temperature control required
for proper operation of electronic
telecommunications equipment.
7.3.1.17 Security Charge- The keys/card readers and
cameras required for ACI access to the USWC
Central Office for the purpose of
collocation.
7.3.2 Rate Elements - Virtual Collocation
The following rate elements, as specified in Part H,
apply uniquely to Virtual Collocation.
7.3.2.1 Maintenance Labor -- Provides for the labor
necessary for repair of out of service and/or
service-affecting conditions and preventative
maintenance of ACI virtually collocated
equipment. ACI is responsible for ordering
maintenance spares. USWC will perform
maintenance and/or repair work upon receipt
of the replacement maintenance spare and/or
equipment from ACI. A call-out of a
maintenance technician after business hours
is subject to a minimum charge as specified
above.
7.3.2.2 Training Labor -- Provides for the billing of
vendor-provided training for USWC personnel
on a metropolitan service area basis,
necessary for ACI virtually collocated
equipment which is different from USWC
provided equipment. USWC will require three
USWC employees to be trained per metropolitan
service area in which ACI virtually
collocated equipment is located. If, by an
act of USWC, trained employees are relocated,
retired, or are no longer available, USWC
will not require ACI to provide training for
additional USWC employees for the same
virtually collocated equipment in the same
metropolitan area. The amount of training
billed to ACI will be reduced by half, should
a second Co-Provider in the same
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metropolitan area select the same
virtually collocated equipment as ACI.
7.3.2.3 Equipment Bay -- Provides mounting space for
ACI virtually collocated equipment. Each bay
includes the 7 foot bay, its installation,
all necessary environmental supports.
Mounting space on the bay, including space
for the fuse panel and air gaps necessary for
heat dissipation is limited to 78 inches.
The monthly rate is applied per shelf.
7.3.2.4 Engineering Labor -- Provides the planning
and engineering of ACI virtually collocated
equipment at the time of installation, change
or removal.
7.3.2.5 Installation Labor -- Provides for the
installation, change or removal of ACI
virtually collocated equipment.
7.3.2.6 All equipment and installation shall meet
earthquake rating requirements.
7.3.3 Rate Elements - Physical Collocation
7.3.3.1 Enclosure Buildout. The Cage Enclosure
Buildout element includes the material and
labor to construct the enclosure. ACI may
choose from USWC approved contractors to
construct the cage, in accordance with USWC's
installation Technical Publication 77350. It
includes a nine foot cage enclosure available
in increments of 100, 200, 300 or 400 square
feet, air conditioning (to support ACI loads
specified), lighting (not to exceed 2 watts
per square foot), and convenience outlets (3
per cage or number required by building
code). Pricing for the Enclosure Buildout
will be provided on an individual basis due
to the uniqueness of ACI's requirements,
central office structure and arrangements.
7.3.3.2 Floor Space Lease. Provides the monthly rent
for the leased physical space, property taxes
and base operating cost without -48 volt DC
power. Includes convenience 110 AC, 15 amp
electrical outlets provided in accordance
with local codes and may not be used to power
transmission equipment or -48 volt DC power
generating equipment. Also includes
maintenance for the leased space; provides
for the preventative maintenance (climate
controls, filters, fire and life systems and
alarms, mechanical systems, standard HVAC);
biweekly housekeeping services (sweeping,
spot cleaning, trash removal) of USWC Wire
Center areas surrounding the leased physical
space and general repair and maintenance.
7.3.3.3 AC Power Charge- Standard AC outlet used by
ACI for the purpose of powering test
equipment, tools etc.
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7.3.3.4 Grounding Charge- Used to connect the
Central Office common ground to ACI's
equipment.
7.3.4 Rate Elements - Common Collocation
The supporting structure and rate elements for Common
Collocation are the same as Physical Collocation,
excluding the caged enclosure.
7.4. ORDERING
7.4.1 Ordering - Collocation
7.4.1.1 ACI must have a state approved
Interconnection agreement before submitting a
Collocation Order Form and Quote Preparation
Fee (QPF) to USWC.
7.4.2 Ordering - Virtual Collocation
7.4.2.1 Upon receipt of a Collocation Order Form and
QPF, USWC will perform a feasibility study to
determine if adequate space can be found for
the placement of [Co-Provider]'s equipment
within the Central Office. The feasibility
study will be completed within five (5)
business days of receipt of the QPF. If
space is available, USWC will develop a price
quotation within 25 business days of
completion of the feasibility study.
7.4.2.2 Virtual Collocation price quotes will be
honored for 30 calendar days from the date
the quote is provided. During this period
the entrance facility and space is reserved
pending ACI's approval of the quoted charges.
If ACI agrees to terms as stated in the
Collocation Price Quote, ACI must respond
within 30 days with a signed quote, a check
for 50% down of the quoted charges and proof
of insurance. Under normal conditions, USWC
will complete the installation within 90 days
from receipt of ACI's equipment. Any
portions that cannot be completed within 90
days will be negotiated with ACI on an
individual case basis. The installation of
line cards and other minor modifications
shall be performed by USWC on intervals
equivalent to those that USWC applies to
itself, but in no instance shall any such
interval exceed 90 days. Final Payment is
due upon completion.
7.4.3 Ordering - Physical Collocation
7.4.3.1 Upon receipt of a Collocation Order Form and
QPF, USWC will perform a feasibility study to
determine if adequate space can be found for
the placement of ACI's equipment within the
Central Office. The feasibility study will
be provided within 15 business
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days from date of receipt of the QPF. If
entrance facilities and office space are
found to be available, USWC will develop a
quote for the supporting structure within
25 business days of providing the
feasibility study. Physical Collocation
price quotes will be honored for 30
calendar days from the date the quote is
provided. Upon receipt of the signed
quote, 50% down and proof of insurance,
construction by USWC will begin. The cage
will be available to ACI for placement of
its equipment within 90 days of receipt of
the 50% down payment. Depending on
specific Wire Center conditions, shorter
intervals may be available. Final payment
is due upon completion of work.
7.4.3.2 If Physical Collocation is ordered from a
state Tariff then the available terminations
will be defined in each of those Tariffs.
7.4.3.3 Due to variables in equipment availability
and scope of the work to be performed,
additional time may be required for
implementation of the structure required to
support the Collocation request. Examples of
structure that may not be completed within 90
days may include additional time for
placement of a POI and DC power upgrades
required to meet ACI's Collocation request.
7.4.4 Ordering - Common Collocation
7.4.4.1 Upon receipt of a Collocation Order Form and
QPF, USWC will perform a feasibility study to
determine if adequate space can be found for
the placement of ACI's equipment within the
Central Office. The feasibility study will
be provided within 15 business days from date
of receipt of the Collocation Order Form and
QPF. If entrance facilities and office space
are found to be available, USWC will develop
a quote for supporting structure within 25
business days of providing the feasibility
study. Common Collocation price quotes will
be honored for 30 calendar days from the date
the quote is provided. During this period
the entrance facility and space is reserved
pending ACI's approval of the quoted charges.
If ACI agrees to the terms as stated in the
Collocation Price Quote, ACI must respond
within 30 days with a signed quote, a check
for 50% of the quoted charges and proof of
insurance. Upon receipt of the signed quote,
50% payment and proof of insurance,
construction by USWC will begin. The common
space including equipment bays and associated
apparatus provided by USWC, will be available
to ACI for placement of its equipment within
90 days of receipt of the 50% down payment.
Depending on specific Wire Center conditions,
shorter intervals may be available. Final
payment is due upon completion of work.
7.4.4.2 Due to variables in equipment availability
and scope of the work to be performed,
additional time may be required for
implementation of
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the structure required to support the
Collocation request. Examples of
structure that may not be completed within
90 days may include additional time for
placement of a POI and DC power upgrades
required to meet ACI's Collocation request.
7.5. BILLING
7.5.1 Billing - Collocation
Upon completion of the Collocation construction
activities and payment of the remaining nonrecurring
balance, USWC will provide ACI a completion package
that will initiate the recurring Collocation charges.
Once this completion package has been signed by ACI and
USWC, ACI may begin submitting service order requests
for USWC transport services and/or UNEs.
7.5.2 Billing - Virtual Collocation
Virtual Collocation will be considered complete when
the POI has been constructed, the shared fiber entrance
facility has been provisioned, and the collocated
equipment has been installed. Cooperative testing
between ACI and USWC may be negotiated and performed to
ensure continuity and acceptable transmission
parameters in the facility and equipment.
7.5.3 Billing - Physical and Common Collocation
Upon completion of the construction activities and
payment of the remaining nonrecurring charge, USWC will
turn over access to the space and provide security
access to the Wire Center. ACI will sign off on the
completion of the physical space via the Physical or
Common Collocation completion package. This will
activate the monthly billing for leased space. ACI may
then proceed with the installation of its equipment in
the Collocation space. Once ACI's equipment has been
installed and cable provided to the SPOT Frame, USWC
will complete all remaining work activities. A second
completion package will be provided for ACI's approval
of the project. This completion package will initiate
the recurring collocation charges associated with the
remaining monthly charges (e.g., Entrance Facility, DC
Power, SPOT Frame terminations, etc.)
7.6. MAINTENANCE AND REPAIR
7.6.1 Virtual Collocation
7.6.1.1 Maintenance Labor, Inspector Labor,
Engineering Labor and Equipment Labor
business hours are considered to be Monday
through Friday, 8:00am to 5:00pm (local time)
and after business hours are after 5:00pm and
before 8:00am (local time), Monday through
Friday, all day Saturday, Sunday and
holidays.
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7.6.1.2 Installation and maintenance of ACI's
virtually collocated equipment will be
performed by USWC or a USWC authorized
vendor.
7.6.1.3 Upon failure of ACI's virtually collocated
equipment, ACI is responsible for
transportation and delivery of maintenance
spares to USWC at the Wire Center housing the
failed equipment. ACI is responsible for
purchasing and maintaining a supply of
spares.
7.6.2 Physical Collocation
ACI is responsible for the maintenance and repair of
its equipment located within the ACI's caged space.
7.6.3 Common Collocation
ACI is responsible for the maintenance and repair of
its equipment located within the ACI's common space.
8. UNBUNDLED ACCESS/ELEMENTS
8.1 GENERAL TERMS
8.1.1 USWC agrees to provide the following unbundled Network
Elements which are addressed in more detail in later
sections of this Agreement: 1) local Loop, 2) local and
tandem switches (including all vertical switching
features provided by such switches), 3) interoffice
transmission facilities, 4) network interface devices,
5) signaling and call-related database facilities, 6)
operations support systems functions, and 7) operator
and directory assistance functions.
8.1.2 This Agreement provides for the provision of unbundled
Network Elements to ACI which ACI may connect or
combine for the purpose of offering finished retail
services. USWC will not combine USWC's unbundled
Network Elements to provide a finished service to ACI.
USWC agrees, however, to offer finished retail services
to ACI for resale pursuant to the Resale section of
this Agreement.
8.1.3 USWC will not restrict the types of telecommunications
services ACI may offer through unbundled elements, nor
will it restrict ACI from combining elements with any
technically compatible equipment ACI owns. USWC will
provide ACI with the same features, functions and
capabilities of a particular element that USWC provides
to itself, so that ACI can provide any
telecommunications services that can be offered by
means of the element.
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8.2 DESCRIPTION OF UNBUNDLED ELEMENTS
8.2.1 Tandem Switching
USWC will provide a tandem switching element on an
unbundled basis. The tandem switch element includes
the facilities connecting the trunk distribution frames
to the switch, and certain switching functions,
including those facilities that establish a temporary
transmission path between two other switches, but not
including the transport needed to complete the call.
The definition of the tandem switching element also
includes the functions that are centralized in tandems
rather than in separate end office switches, such as
call recording, the routing of calls to operator
services, and signaling conversion functions.
8.2.2 Interoffice Transport
USWC will provide access to dedicated transmission
facilities between its Central Offices or between such
offices and those of other carriers.
8.2.3 Digital Cross Connect System.
USWC will provide ACI with access to mutually agreed
upon digital cross-connect system (DCS) points.
8.2.4 Unbundled Loops
8.2.4.1 Service Description
8.2.4.1.1 An Unbundled Loop
establishes a transmission
path between a central
office distribution frame
(or equivalent) up to, and
including, USWC's network
interface device (NID)
and/or demarcation point.
For existing Loops, the
inside wire connection to
the NID, and/or demarcation
point, will remain intact.
8.2.4.1.2 Basic Unbundled Loops are
available as a two-wire or
four-wire, point-to-point
configuration suitable for
local exchange type
services within the analog
voice frequency range of
300 to 3000 Hz. For the
two-wire configuration, ACI
is requested to specify
loop start or ground start
option. The actual loop
facilities that provide
this service may utilize
various technologies or
combinations of
technologies. Basic
Unbundled Loops provide an
analog facility to ACI.
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8.2.4.1.2.1 When ACI requests a
nonloaded Unbundled
Loop and there are
none available, USWC
will dispatch a
technician to remove
load coils and
excess bridge taps
(i.e., "deload" and
condition the Loop)
in order to make a
Loop available. ACI
will be charged the
conditioning
nonrecurring charge
(cable unloading and
bridge tap removal)
in addition to the
Unbundled Loop
installation
nonrecurring charge.
8.2.4.1.2.2 If ACI orders
multiplexing, ACI
will be responsible
for notifying USWC
of the multiplexing
channel plug
requirements and
settings ACI desires
to be established.
If ACI wishes to
establish a standard
setting for all such
multiplexing, the
BFR process shall be
used to document
that request. The
multiplexing channel
plug requirements
and settings may
also be established
on a case by case
basis.
8.2.4.1.2.3 The actual Loop
facilities may
utilize various
technologies or
combinations of
technologies.
USWC will provide
Unbundled Loops
as required in
this section
regardless of the
actual technology
deployed for the
requested loops.
8.2.4.2 Unbundled Loops are provided in accordance
with the specifications, interfaces and
parameters described in the appropriate
Technical Reference Publications. USWC's
sole obligation is to provide and maintain
Unbundled Loops in accordance with such
specifications, interfaces and parameters.
USWC does not warrant that Unbundled Loops
are compatible with any specific facilities
or equipment or can be used for any
particular purpose or service. Transmission
characteristics may vary depending
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on the distance between ACI's end user and
USWC's end office and may vary due to
characteristics inherent in the physical
network. USWC, in order to properly
maintain and modernize the network, may
make necessary modifications and changes
to the Network Elements in its network on
an as needed basis. Such changes may
result in minor changes to transmission
parameters. Changes that affect network
interoperability require advance notice
pursuant to the Notice of Changes section
of this Agreement.
8.2.4.3 Facilities and lines furnished by USWC on the
premises of ACI's end user and up to, and
including, the NID or equivalent are the
property of USWC. USWC must have access to
all such facilities for network management
purposes. USWC's employees and agents may
enter said premises at any reasonable hour to
test and inspect such facilities and lines in
connection with such purposes or upon
termination or cancellation of the Unbundled
Loop Service to remove such facilities and
lines.
8.2.4.4 Unbundled Loops include the facilities
between the USWC distribution frame up to and
including USWC's NID located at ACI's end
user premises. The connection between the
distribution frame and ACI facilities is
accomplished by ordering the applicable EICT
in conjunction with Expanded
Interconnection-Collocation as set forth in
USWC's Private Line Tariff. Regeneration for
the EICT may be required.
8.2.4.5 Ordering and Maintenance.
8.2.4.5.1 Prior to placing orders on
behalf of the end user, ACI
shall be responsible for
obtaining and have in its
possession Proof of
Authorization ("POA"). POA
shall consist of documentation
acceptable to USWC of the end
user's selection of ACI. Such
selection may be obtained in
the following ways:
8.2.4.5.1.1 The end user's
written Letter of
Authorization or
LOA.
8.2.4.5.1.2 The end user's
electronic
authorization by use
of an 800 number,
8.2.4.5.1.3 The end user's oral
authorization
verified by an
independent third
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party (with third
party verification
as POA).
8.2.4.5.1.4 A prepaid returnable
postcard supplied by
ACI which has been
signed and returned
by end user. ACI
will wait fourteen
(14) business days
after mailing the
postcard before
placing an order to
change.
8.2.4.5.2 If there is a conflict between
an end user (and/or its
respective agent) and ACI
regarding the disconnection or
provision of Unbundled Loops,
USWC will honor the latest
dated Letter of Authorization
designating an agent by the
end user or its respective
agent. If the end user's
service has not been
disconnected and Unbundled
Loop Service is not yet
established, ACI will be
responsible to pay the
nonrecurring charge as set
forth herein. If the end
user's service has been
disconnected and the end
user's service is to be
restored with USWC, ACI will
be responsible to pay the
applicable nonrecurring
charges as set forth in USWC's
applicable tariff, to restore
the end user's prior service
with USWC.
8.2.4.5.3 ACI is responsible for its own
end user base and will have
the responsibility for
resolution of any service
trouble report(s) from its end
users. USWC will work
cooperatively with ACI to
resolve trouble reports when
the trouble condition has been
isolated and found to be
within a portion of USWC's
network. ACI must provide to
USWC switch-based test results
when testing its end user's
trouble prior to USWC
performing any repair
functions. The Parties will
cooperate in developing
mutually acceptable test
report standards. When the
trouble is not in USWC's
network, USWC shall apply to
ACI the maintenance of service
charges in accordance with the
applicable time and materials
charges in USWC's tariff.
8.2.4.5.4 ACI will be responsible to
submit to USWC a disconnect
order for an Unbundled Loop
that is relinquished by the
end user due to cessation of
service. Unbundled Loop
facilities will be returned to
USWC when the disconnect order
is complete. In the event of
transfer of the end user's
service
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from one provider to another,
the new provider will issue a
request for transfer of
service, resulting in the
appropriate disconnection and
reconnection of service.
8.2.4.5.5 USWC will employ the following
ordering interval process when
receiving [Co-Provider's]
request for Unbundled Loops.
For one order at a specific
end user's premises:
1 order- within 5 business
day interval for order
completion by USWC.
For multiple orders at a
specific end user's
premises:
2-8 orders- within 5
business day interval for
order completion by USWC.
9-16 orders- within 6
business day interval for
order completion by USWC.
17-24 orders- within 7
business day interval for
order completion by USWC.
For related orders, new
connects will be physically
worked within the same
calendar day.
8.2.4.5.6 When ordering Unbundled
Loops, ACI is responsible for
obtaining or providing
facilities and equipment that
are compatible with the
service.
8.2.4.5.7 ACI will have responsibility
for testing the equipment,
network facilities and the
Unbundled Loop facility. If
USWC performs tests of the
Unbundled Loop facility at
ACI's request, and the fault
is not in the USWC facilities,
a charge shall apply.
8.2.4.5.8 ACI will be responsible for
providing battery and dial
tone to its connection point
two business days prior to
the due date on the service
order.
8.2.4.5.9 Provisions regarding Basic
Testing at Coordinated
Cutover Time shall be
negotiated between the
Parties on an individual case
basis.
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8.2.4.5.10 ACI and USWC will work
cooperatively to develop
forecasts for Unbundled Loop
service. USWC requests an
eighteen month forecast of
Unbundled Loop service. The
forecast will include the
specific serving Wire Center
that will be requested, plus
the specific quantity of each
service desired. The
forecast will be updated
quarterly, and will be
treated as ACI confidential
information.
8.2.4.6 Appendix A contains the rate information for
Unbundled Loops.
8.2.4.7 If applicable, the Bona Fide Request Process
will apply as detailed in the Bona Fide
Request Process section of this Agreement.
8.2.4.8 If applicable, Construction Charges, pursuant
to the Construction Charges section of this
Agreement, may apply to the construction of
new Unbundled Loops on behalf of ACI.
8.2.5 Local Switching Element
The unbundled switching element includes facilities
that are associated with the switch (e.g., Port),
facilities that are involved with switching the call,
access to vertical features (e.g., custom calling), and
all originating minutes of use from the unbundled
switching element, but not including transport from or
to the switch.
8.2.5.1 End Office Switching
8.2.5.1.1 Line-side and trunk-side
Ports are available. The
line-side Port is flat
rated and it includes:
8.2.5.1.1.1 Telephone Number
8.2.5.1.1.2 Directory Listing
8.2.5.1.1.3 Dial Tone
8.2.5.1.1.4 Signaling (loop or
ground start)
8.2.5.1.1.5 On/Off Hook
Detection
8.2.5.1.1.6 Audible and Power
Ringing
8.2.5.1.1.7 Automatic Message
Accounting (AMA)
Recording
8.2.5.1.1.8 Access to 911,
Operator Services,
and Directory
Assistance
8.2.5.1.1.9 Blocking Options
(900 services)
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8.2.5.1.2 Vertical features will be
offered as elements. These
elements are offered at the
retail rate with the
appropriate discounted rate
offered under resale.
8.2.5.1.3 Local originating usage
will be measured and billed
on minutes of use.
8.2.5.1.4 The access point for
line-side Port
interconnection is the
Single Point of Termination
(SPOT) bay of the USWC
designated serving Wire
Center.
8.2.5.1.5 The price for local
switching is described in
Appendix A.
8.2.5.2 Customized Routing
8.2.5.2.1 Description
Customized routing will
enable ACI to direct
particular classes of calls
to prearranged outgoing
trunks. ACI can use
customized routing to
direct its end users' calls
to 411, 555-1212, or O- to
its own directory
assistance, operator
services platform or
dedicated trunks.
8.2.5.2.2 Limitations
Because there is a
limitation in the capacity
of the 1A ESS switch,
custom routing will be
offered to Co-Providers on
a first-come, first-served
basis.
8.2.5.2.3 The price for custom
routing will be provided on
a case-by-case basis. The
price for custom routing is
comprised of a development
charge for a customized
Line Class Code and an
installation charge for
every switch the Line Class
Code is implemented.
8.2.5.3 Coin signaling is only available as part of
"smart PAL" service.
8.2.6 Network Interface Device (NID)
8.2.6.1 Service Description.
A device wired between a telephone
protector and the inside wiring to
isolate the end user's equipment from the
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network at the subscriber's premises. It
is a device for the termination of inside
wire that is available in single and
multiple pair configurations.
8.2.6.2 ACI may connect its loops, via its own NID,
to the USWC NID.
8.2.6.3 Any costs associated with USWC's connection
of ACI's NID to USWC's NID, will be the
responsibility of ACI.
8.2.6.4 The price for access to the NID will be
provided on a case-by-case basis.
8.2.7 Additional Unbundled Elements
ACI may request nondiscriminatory access to, and where
appropriate, development of additional unbundled
Network Elements not covered in this Agreement in
response to specific requests therefor, pursuant to the
Bona Fide Request Process detailed in the Bona Fide
Request Process section of this Agreement.
9. ANCILLARY SERVICES AND ARRANGEMENTS
9.1 SIGNALING ACCESS TO CALL-RELATED DATABASES
9.1.1 When ACI is purchasing local switching from USWC, USWC
will provide access via the STP to call related
databases used in AIN services. The Parties agree to
work in the industry to define the mediated access
mechanisms for SCP access. Access to the USWC Service
Management Systems (SMS) will be provided to ACI, via
the BFR process, to activate, modify, or update
information in the call related databases, equivalent
to the USWC access.
9.1.2 USWC will offer unbundled signaling via LIS-Common
Channel Signaling Capability (CCSAC). CCSAC service
utilizes the SS7 network and provides access to
call-related databases that reside at USWC's SCPs, such
as the Line Information Database (LIDB) and the 800
Database. The access to USWC's SCPs will be mediated
via the STP Port in order to assure network
reliability.
9.1.3 CCSAC includes:
9.1.3.1 Entrance Facility - This element connects
ACI's signaling point of interface with the
USWC serving wire center (SWC). ACI may
purchase this element or it may
self-provision the entrance facility. If the
entrance facility is
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self-provisioned, ACI would need to
purchase Collocation and an Expanded
Interconnection Channel Termination.
9.1.3.2 Direct Link Transport (DLT) - This element
connects the SWC to the USWC STP. ACI may
purchase this element or self-provision
transport directly to the STP. If ACI
provides the link to the STP, it must
purchase Collocation, an Expanded
Interconnection Channel Termination at the
STP location, and a direct link from the EICT
to the STP Port.
9.1.3.3 STP Port - This element provides the
switching function at the STP. One STP Port
is required for each DLT Link. The Port
provides interaction with the Service Control
Point (SCP). Port availability is limited.
9.1.3.4 Multiplexing - Multiplexing may be required
at either/both the SWC and/or Port. The
multiplexing options are the standard DS3 to
DS1 and DS1 to DS0 requirements.
9.1.4 Access to Advanced Intelligent Network (AIN) functions
is available only through the STP.
9.1.5 USWC will provide mediated access to SMS via the BFR
process, for the purpose of activating, modifying or
updating AIN service specification through its Service
Creation Environment (SCE) on an equivalent basis as
USWC provides to itself. SMS allows ACI to provision,
modify, or update information in call related
databases. Currently, the SCE process is predominantly
manual via a service center.
9.1.6 The pricing for CCSAC service is provided in Appendix
A.
9.2 Interim Number Portability
9.2.1 General Terms
9.2.1.1 The Parties shall provide Number Portability
on a reciprocal basis to each other to the
extent technically feasible, and in
accordance with rules and regulations as from
time to time prescribed by the FCC and/or the
Commission.
9.2.1.2 Until Permanent Number Portability is
implemented by the industry pursuant to
regulations issued by the FCC or the
Commission, the Parties agree to provide
Interim Number Portability ("INP") to each
other through remote call forwarding, direct
inward dialing and NXX migration.
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9.2.1.3 Once Permanent Number Portability is
implemented pursuant to FCC or Commission
regulation, either Party may withdraw, at any
time and at its sole discretion, its INP
offerings, subject to advance notice to the
other Party and coordination to allow the
seamless and transparent conversion of INP
end user numbers to Permanent Number
Portability. Upon implementation of
Permanent Number Portability pursuant to FCC
regulations, both Parties agree to conform
and provide such Permanent Number
Portability.
9.2.1.4 USWC will update its Line Information
Database ("LIDB") listings for retained
numbers as directed by ACI. USWC will
restrict or cancel calling cards associated
with these forwarded numbers. LIDB updates
shall be completed by the Parties on the same
business day each INP arrangement is
activated.
9.2.1.5 Upon request, USWC shall provide to ACI INP
via Direct Inward Dial Trunks pursuant to
applicable tariffs.
9.2.1.6 Where either Party has activated an entire
NXX for a single end user, or activated a
substantial portion of an NXX for a single
end user with the remaining numbers in that
NXX either reserved for future use or
otherwise unused, if such end user chooses to
receive service from the other Party, the
first Party shall cooperate with the second
Party to have the entire NXX reassigned in
the LERG (and associated industry databases,
routing tables, etc.) to an end office
operated by the second Party. Such transfer
will be accomplished with appropriate
coordination between the Parties and subject
to appropriate industry lead-times for
movement of NXXs from one switch to another.
Other applications of NXX migration will be
discussed by the Parties as circumstances
arise.
9.2.2 Description Of Service
9.2.2.1 Interim Number Portability ("INP") Service is
a service arrangement that can be provided by
USWC to ACI or by ACI to USWC. For the
purposes of this section, the Party porting
traffic to the other Party shall be referred
to as the "INP Provider" and the Party
receiving INP traffic for termination shall
be referred to as the "INP Requestor".
9.2.2.2 INP applies to those situations where an end
user elects to transfer service from the INP
Provider to the INP Requestor and such end
user also wishes to retain its
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existing telephone number. INP
consists of INP Provider's provision
to the INP Requestor the capability
to route calls placed to telephone
numbers assigned to the INP
Provider's switches to the INP
Requestor's switches. INP is
available only for working telephone
numbers assigned to the INP
Provider's end users who request to
transfer to the INP Requestor's
service.
9.2.2.3 INP is available as INP-Remote Call
Forwarding ("INP-RCF") permitting a call to
an INP Provider's assigned telephone number
to be translated to the INP Requestor's
dialable local number. INP Requestor may
terminate the call as desired. Additional
capacity for simultaneous call forwarding is
available where technically feasible. The
INP Requestor will need to specify the number
of simultaneous calls to be forwarded for
each number ported.
9.2.2.4 INP is subject to the following restrictions:
9.2.2.4.1 An INP telephone number may
be assigned by INP
Requestor only to the
Requestor's end users
located within the INP
Provider's local calling
area and toll rating area
that is associated with the
NXX of the portable number.
9.2.2.4.2 INP is applicable only if
the INP Requestor is
engaged in a reciprocal
traffic exchange
arrangement with the INP
Provider.
9.2.2.4.3 Only the existing, INP
Provider assigned end user
telephone number may be
used as a ported number for
INP.
9.2.2.4.4 INP will not be provided by
the INP Provider for end
users whose accounts are in
arrears and who elect to
make a change of service
provider unless and until
the following conditions
are met:
9.2.2.4.4.1 Full payment for the
account (including
directory
advertising charges
associated with the
end user's telephone
number) is made by
end user or INP
Requestor agrees to
make full payment on
behalf of end user.
9.2.2.4.4.2 INP Provider is
notified in advance
of the change in
service provider and
a Change of
Responsibility form
is issued.
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9.2.2.4.4.3 INP Provider accepts
the transfer of
responsibility.
9.2.2.4.5 INP services shall not be
re-sold, shared or assigned
by either Party to another
LEC or Co-Provider.
9.2.2.4.6 INP is not offered for NXX
Codes 555, 976, 960 and
coin telephones, and
Service Access Codes (i.e.
500, 700, 800/888, 900).
INP is not available for
FGA seven-digit numbers,
including foreign exchange
(FEX), FX and FX/ONAL and
foreign Central Office
Service. Furthermore, INP
numbers may not be used for
mass calling events.
9.2.2.4.7 The ported telephone number
will be returned to the
originating Party (or to
the common pool of
telephone numbers upon
implementation of Permanent
Number Portability) when
the ported service is
disconnected. The Party
purchasing a ported number
may not retain it and
reassign it to another end
user. The normal intercept
announcement will be
provided by the INP
Provider for the period of
time until the telephone
number is reassigned by the
INP Provider.
9.2.2.5 Ordering and Maintenance
9.2.2.5.1 The INP Requestor is
responsible for all
dealings with and on behalf
of its end users, including
all end user account
activity, e.g. end user
queries and complaints.
9.2.2.5.2 Each Party is responsible
for obtaining a Letter of
Authorization (LOA) from
its end users who request a
transfer of the end user's
telephone number from the
other Party.
9.2.2.5.3 The INP Provider will work
cooperatively with the INP
Requestor to ensure a
smooth end user transition
and to avoid unnecessary
duplication of other
facilities (e.g., Unbundled
Loops). The Parties will
cooperate to develop
intercompany procedures to
implement the requirements
of this paragraph.
9.2.2.5.4 If an end user requests
transfer of service from
the INP Requestor back to
the INP Provider, the INP
Provider may rely on that
end user request to
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institute cancellation of
the INP service. The INP
Provider will provide at
least 48 hours notice to
the INP Requestor of the
cancellation of INP
service, and will work
cooperatively with the INP
Requestor to ensure a
smooth end user transition
and to avoid unnecessary
duplication of other
facilities (e.g., Unbundled
Loops). The Parties will
cooperate to develop
intercompany procedures to
implement the requirements
of this paragraph.
9.2.2.5.5 Certain features are not
available on calls passed
through INP service.
9.2.2.5.6 The INP Requestor's
designated INP switch must
return answer and
disconnect supervision to
the INP Provider's switch.
9.2.2.5.7 The INP Requestor will
provide to the E911
database provider the
network telephone number
that the INP Requestor
assigned to the INP
Provider-assigned, ported
telephone number. Updates
to and maintenance of the
INP information to the E911
database are the
responsibility of the INP
Requestor.
9.2.2.5.8 The INP Requestor will
submit to the INP Provider
a disconnect order for each
ported number that is
relinquished by the INP
Requestor's end users.
9.2.2.6 Cost Recovery
The Parties agree that, for the purposes
of this Agreement that the following cost
structure is an acceptable measure of the
costs incurred by the INP Provider.
9.2.2.6.1 Number Ported -- This cost
is incurred per number
ported, per month. Should
the INP Requestor provide
the transport from the INP
Provider's end office to
the INP Requestor's end
office switch, a lower cost
is incurred. This cost
represents a single call
path from the INP
Provider's end office
switch to the INP Requestor
for the portable number.
9.2.2.6.2 Additional Call Path --
This cost is incurred per
additional call path per
month added to a particular
ported telephone number.
Should the INP Requestor
provide the transport from
the INP
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Provider's end office to
the INP Requestor's end
office switch, a lower cost
is incurred.
9.2.2.6.3 Service Establishment - Per
Route, Per Switch. This
non-recurring cost is
incurred for each INP
Provider's end office
switch that is equipped to
provide INP to the INP
Requestor.
9.2.2.6.4 Service Establishment -
Additional number ported or
changes to existing
numbers, per number ported
-- This non-recurring cost
is for each telephone
number equipped with INP.
9.2.2.6.5 The Parties agree that
Appendix A reasonably
identifies the above costs.
9.2.2.6.6 Each of the above costs
shall be borne by the INP
Requestor.
9.2.2.6.7 The INP Provider will, when
using RCF, send the
original ("ported") number
over the Interconnection
arrangements as the Calling
Party Number using the
signaling protocol
applicable to the
arrangements. The INP
Requestor will capture and
measure the number of
minutes of INP incoming
traffic. USWC will provide
(and update quarterly)
percentage distributions of
all terminating traffic in
the LATA by jurisdictional
nature of the traffic: a)
local; b) intrastate,
intraLATA switched access;
c) intrastate, interLATA
switched access; d)
interstate, intraLATA
switched access; e)
interstate, interLATA
switched access. Separate
residence and business
percentage distributions
will be provided, to the
extent possible. The
Parties agree to work
cooperatively to develop
and exchange the data
required to implement this
paragraph. The appropriate
percentage will be applied
to the number of minutes of
INP traffic in each
category to determine the
number of minutes eligible
for additional "pass
through" switched access
compensation. Pass through
switched access
compensation will be paid
at the following rates:
For all Intra-LATA
For all Intra-LATA
Toll and inter-LATA
minutes delivered
over INP, USWC will
pay, in addition to
reciprocal
compensation, the
applicable CCLC for
each minute.
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9.2.2.6.8 Rates are contained in
Appendix A.
9.3 911/E-911 SERVICE
9.3.1 Scope.
9.3.1.1 ACI exchanges to be included in USWC's E-911
Data Base will be indicated via written
notice and will not require an amendment to
this Agreement.
9.3.1.2 In counties where USWC has obligations under
existing agreements as the primary provider
of the 911 System to the county, ACI will
participate in the provision of the 911
System as described in this Agreement.
9.3.1.2.1 Each Party will be
responsible for those
portions of the 911 System
for which it has total
control, including any
necessary maintenance to
each Party's portion of the
911 System.
9.3.1.2.2 USWC, or its agent, will be
responsible for maintaining
the E-911 Data Base. USWC,
or its agent, will provide
to ACI an initial copy of
the most recent Master
Street Address Guide
("MSAG"), and subsequent
versions on a quarterly
basis, at no charge. MSAGs
provided outside the
quarterly schedule will be
provided and charged on an
individual case basis. The
data will be provided in
computer readable format.
9.3.1.2.3 For selective routing table
updates, ACI will negotiate
directly with USWC's data
base provider for the input
of end user data into the
USWC Automatic Location
Identification ("ALI") data
base. ACI will negotiate
directly with the Public
Safety Answering Point
("PSAP")'s (or PSAP
agency's) DMS/ALI provider
for input of end user data
into the ALI data base. In
most cases the selective
routing table updates and
the ALI data base will be
managed by the same
provider. ACI assumes all
responsibility for the
accuracy of the data that
ACI provides for MSAG
preparation and E-911 Data
Base operation.
9.3.1.2.4 ACI will provide end user
data to USWC's agent for
the USWC ALI data base
utilizing NENA-02-001
Recommended Formats For
Data Exchange, NENA-02-002
Recommended Standard For
Street
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Thoroughfare Abbreviations
and NENA-02-003 Recommended
Protocols For Data
Exchange. USWC will
furnish ACI any variations
to NENA recommendations
required for ALI data base
input.
9.3.1.2.5 ACI will provide end user
data to USWC's agent for
the USWC ALI data base that
are MSAG valid and meet all
components of the
NENA-02-004 Recommended
Measurements For Data
Quality.
9.3.1.2.6 ACI will update its end
user records provided to
USWC's agent for the USWC
ALI data base to agree with
the 911 MSAG standards for
its service areas.
9.3.1.2.7 USWC will provide ACI with
the identification of the
USWC 911 controlling office
that serves each geographic
area served by ACI.
9.3.1.2.8 The Parties will cooperate
in the routing of 911
traffic in those instances
where the ALI/ANI
information is not
available on a particular
911 call.
9.3.1.2.9 USWC will provide ACI with
the ten-digit telephone
numbers of each PSAP
agency, for which USWC
provides the 911 function,
to be used by ACI to
acquire emergency telephone
numbers for operators to
handle emergency calls in
those instances where the
ACI end user dials "O"
instead of "911".
9.3.1.2.10 ACI will provide USWC with
the ten-digit telephone
numbers of each PSAP
agency, for which ACI
provides the 911 function,
to be used by USWC to
acquire emergency telephone
numbers for operators to
handle emergency calls in
those instances where the
USWC end user dials "O"
instead of "911".
9.3.1.3 If a third party; i.e., LEC, is the primary
service provider to a county, ACI will
negotiate separately with such third party
with regard to the provision of 911 service
to the county. All relations between such
third party and ACI are totally separate from
this Agreement and USWC makes no
representations on behalf of the third party.
9.3.1.4 If ACI is the primary service provider to the
county, ACI and USWC will negotiate the
specific provisions necessary
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for providing 911 service to the county
and will include such provisions in an
amendment to this Agreement.
9.3.1.5 ACI will separately negotiate with each
county regarding the collection and
reimbursement to the county of applicable end
user taxes for 911 service.
9.3.1.6 ACI is responsible for network management of
its network components in compliance with the
Network Reliability Council Recommendations
and meeting the network standard of USWC for
the 911 call delivery.
9.3.1.7 The Parties shall provide a single point of
contact to coordinate all activities under
this Agreement.
9.3.1.8 Neither Party will reimburse the other for
any expenses incurred in the provision of
E-911 services up to P.01 grade of service.
9.3.2 Performance Criteria. E-911 Data Base accuracy shall
be as set forth below:
9.3.2.1 Accuracy of ALI data will be measured jointly
by the PSAPs and USWC in a format supplied by
USWC. The reports shall be forwarded to ACI
by USWC when relevant and will indicate
incidents when incorrect or no ALI data is
displayed.
9.3.2.2 Each discrepancy report will be jointly
researched by USWC and ACI. Corrective
action will be taken immediately by the
responsible Party.
9.3.2.3 Each Party will be responsible for the
accuracy of its end user records. Each Party
specifically agrees to indemnify and hold
harmless the other Party from any claims,
damages, or suits related to the accuracy of
end user data provided for inclusion in the
E-911 Data Base.
9.3.2.4 For PSAP default routing purposes, ACI will
establish separate trunks for the USWC
selective router for each PSAP jurisdictional
area it serves from a given switch.
9.3.2.5 The additional parameters by which the
Parties will utilize the 911 or E-911
database will be the subject of further
discussion between the Parties.
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9.4 DIRECTORY ASSISTANCE
9.4.1 USWC agrees to (1) provide to ACI's operators on-line
access to USWC's directory assistance database; (2)
provide to ACI unbranded directory assistance service
(3) provide to ACI directory assistance service under
the ACI brand (where technically feasible); (4) allow
ACI or ACI's designated operator bureau to license
USWC's directory assistance database for use in
providing competitive directory assistance services.
Prices for all of these services will be determined on
an individual case basis.
9.4.2 The price for directory assistance, provided pursuant
to this Agreement, is specified in Appendix A. As an
alternative, the Parties may obtain directory
assistance service pursuant to retail directory
assistance tariffs.
9.4.3 The price for directory call completion services is
specified in Appendix A, pending the completion of an
approved cost study. Additional charges, for USWC
IntraLATA Toll services, also apply for completed
IntraLATA Toll calls. IntraLATA Toll service shall be
available pursuant to the wholesale discount provided
in the Resale section of this Agreement. Call
completion service is an optional service. ACI may, at
its option, request USWC to not provide call completion
services to ACI end users.
9.5 WHITE PAGES DIRECTORY LISTINGS
9.5.1 Scope.
9.5.1.1 White Pages Listings Service ("Listings")
consists of USWC placing the names, addresses
and telephone numbers of ACI's end users in
USWC's listing database, based on end user
information provided to USWC by ACI. USWC is
authorized to use Listings in Directory
Assistance (DA) and as noted in paragraph
9.5.1.4, below.
9.5.1.2 ACI will provide in standard, mechanized
format, and USWC will accept at no charge,
one primary listing for each main telephone
number belonging to ACI's end users. Primary
listings are as defined for USWC end users in
USWC's general exchange tariffs. ACI will be
charged for premium and privacy listings,
e.g., additional, foreign, cross reference,
informational, etc., at USWC's general
exchange listing tariff rates, less the
wholesale discount. If ACI utilizes Remote
Call Forwarding for local number portability,
ACI can list only one number without charge -
either the end user's original telephone
number or the ACI-assigned number. The
standard discounted rate for an additional
listing applies to the other number.
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9.5.1.3 USWC will furnish ACI the Listings format
specifications. ACI may supply a maximum of
one batch file daily, containing only
Listings that completed on or prior to the
transmission date. USWC cannot accept
Listings with advance completion dates.
Large volume activity (e.g., 100 or more
listings) on a caption set is considered a
project that requires coordination between
ACI and USWC to determine time frames.
9.5.1.4 ACI grants USWC a non-exclusive license to
incorporate Listings information into its
directory assistance database. ACI hereby
selects one of two options for USWC's use of
Listings and dissemination of Listings to
third parties.
EITHER:
9.5.1.4.1 Treat the same as USWC's
end user listings - No
prior authorization is
needed for USWC to release
Listings to directory
publishers or other third
parties. USWC will
incorporate Listings
information in all existing
and future directory
assistance applications
developed by USWC. ACI
authorizes USWC to sell and
otherwise make Listings
available to directory
publishers. USWC shall be
entitled to retain all
revenue associated with any
such sales. Listings shall
not be provided or sold in
such a manner as to
segregate end users by
carrier.
OR:
9.5.1.4.2 Restrict to USWC's
directory assistance --
Prior authorization
required by ACI for all
other uses. ACI makes its
own, separate agreements
with USWC, third parties
and directory publishers
for all uses of its
Listings beyond directory
assistance. USWC will sell
Listings to directory
publishers (including
USWC's publisher
affiliate), other third
parties and USWC products
only after the third party
presents proof of ACI's
authorization. USWC shall
be entitled to retain all
revenue associated with any
such sales. Listings shall
not be provided or sold in
such a manner as to
segregate end users by
carrier.
ACI hereby selects Option ______.
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9.5.1.5 To the extent that state tariffs limit USWC's
liability with regard to Listings, the
applicable state tariff(s) is incorporated
herein and supersedes the Limitation of
Liability section of this Agreement with
respect to Listings only.
9.5.2 USWC Responsibilities
9.5.2.1 USWC is responsible for maintaining Listings,
including entering, changing, correcting,
rearranging and removing Listings in
accordance with ACI orders. USWC will take
reasonable steps in accordance with industry
practices to accommodate non-published and
non-listed Listings provided that ACI has
supplied USWC the necessary privacy
indicators on such Listings.
9.5.2.2 USWC will include ACI Listings in USWC's
Directory Assistance service to ensure that
callers to USWC's Directory Assistance
service have non-discriminatory access to
ACI's Listings.
9.5.2.3 USWC will ensure the ACI Listings provided to
USWC are included in the white pages
directory published on USWC's behalf, in
accordance with ACI's selection under Section
9.5.1.4, above.
9.5.3 ACI Responsibilities
9.5.3.1 ACI agrees to provide to USWC its end user
names, addresses and telephone numbers in a
standard mechanized format, as specified by
USWC.
9.5.3.2 ACI will supply its ACNA/CIC or CLCC/OCN, as
appropriate, with each order to provide USWC
the means of identifying Listings ownership.
9.5.3.3 ACI represents and warrants the end user
information provided to USWC is accurate and
correct. ACI further represents and warrants
that it has reviewed all Listings provided to
USWC, including end user requested
restrictions on use such as non-published and
non-listed. ACI shall be solely responsible
for knowing and adhering to state laws or
rulings regarding Listings (e.g., no
solicitation requirements in the states of
Arizona and Oregon, privacy requirements in
Colorado), and for supplying USWC with the
applicable Listing information.
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9.5.3.4 ACI is responsible for all dealings with, and
on behalf of, ACI's end users, including:
9.5.3.4.1 All end user account
activity, e.g. end user
queries and complaints.
9.5.3.4.2 All account maintenance
activity, e.g., additions,
changes, issuance of orders
for Listings to USWC.
9.5.3.4.3 Determining privacy
requirements and accurately
coding the privacy
indicators for ACI's end
user information. If end
user information provided
by ACI to USWC does not
contain a privacy
indicator, no privacy
restrictions will apply.
9.5.3.4.4 Any additional services
requested by ACI's end
users.
9.6 BUSY LINE VERIFY AND BUSY LINE INTERRUPT SERVICES
9.6.1 Busy Line Verification ("BLV") is performed when one
Party's end user 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 end user initiating the BLV inquiry. Only one
BLV attempt will be made per end user operator bureau
call, and a charge shall apply whether or not the
called party releases the line.
9.6.2 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 end user
initiating the BLVI request. The operator bureau will
make only one BLVI attempt per end user operator
telephone call and the applicable charge applies
whether or not the called party releases the line.
9.6.3 The rates for Busy Line Verify and Busy Line Verify and
Interrupt are specified in Appendix A.
9.6.4 Each Party's operator bureau shall accept BLV and BLVI
inquiries from the operator bureau of the other Party
in order to allow transparent provision of BLV/BLVI
traffic between the Parties' networks.
9.6.5 Each Party shall route BLV/BLVI traffic inquiries over
separate direct trunks (and not the local/intraLATA
trunks) established between the Parties' respective
operator bureaus.
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9.7 TOLL AND ASSISTANCE OPERATOR SERVICES
9.7.1 Description of Serice.
Toll and Assistance refers to functions end users associate
with the "O" operator. Subject to availability and capacity,
access may be provided via operator services trunks purchased
from USWC or provided by ACI via Collocation arrangements to
route calls to ACI's platform.
9.7.2 Functions include:
9.7.2.1 O-Coin, Automatic Coin Telephone Service
(ACTS) - these functions complete coin calls,
collect coins and provide coin rates.
9.7.2.2 Alternate Billing Services (ABS or O+
dialing): Bill to third party, Collect and
Mechanized Credit Card System (MCCS).
9.7.2.3 O- or operator assistance which provides
general assistance such as dialing
instruction and assistance, rate quotes,
emergency call completion and providing
credit.
9.7.2.4 Automated Branding - ability to announce the
carrier's name to the end user during the
introduction of the call.
9.7.2.5 Rating Services - operators have access to
tables that are populated with all toll rates
used by the operator switch.
9.7.3 Pricing for Toll and Assistance Operator Services shall
be determined on a case-by-case basis, upon request.
9.7.4 Interconnection to the USWC Toll and Assistance
Operator Services from an end office to USWC T/A is
technically feasible at three distinct points on the
trunk side of the switch. The first connection point
is an operator services trunk connected directly to the
T/A host switch. The second connection point is an
operator services trunk connected directly to a remote
T/A switch. The third connection point is an operator
services trunk connected to a remote access tandem with
operator concentration capabilities.
9.7.5 Trunk provisioning and facility ownership will follow
the guidelines recommended by the Trunking and Routing,
IOF and Switch sub-teams. All trunk interconnections
will be digital.
9.7.6 Toll and Assistance interconnection will require an
operator services type trunk between the end office and
the interconnection point on the USWC switch.
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9.7.7 Connecting a position to the host system requires two
circuits (one voice and one data) per position on a T1
facility.
9.7.8 The technical requirements of operator services type
trunks and the circuits to connect the positions to the
host are covered in the OSSGR under Section 6
(Signaling) and Section 10 (System Interfaces) in
general requirements form.
9.7.9 Specific provisions regarding Operator Services will be
addressed in a separate agreement between the Parties.
9.8 INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)
9.8.1 Description of Line Information Data Base (LIDB).
Line information Data Base (LIDB) stores various line
numbers and Special Billing Number (SBN) data used by
operator services systems to process and bill calls.
The operator services system accesses LIDB data to
provide origination line (calling number), billing
number and termination line (called number) management
functions. LIDB is used for calling card validation,
fraud verification, preferred IC association with the
calling card, billing or service restrictions and the
sub-account information to be included on the call's
billing record.
9.8.2 Interfaces.
Bellcore's GR-446-CORE defines the interface between
the administration system and LIDB including specific
message formats. (Bellcore's TR-NWP-000029, Section 10)
9.8.3 LIDB Access.
9.8.3.1 All LIDB queries and responses from operator
services systems and end offices are
transmitted over a CCS network using a
Signaling System 7 (SS7) protocol
(TR-NWT-000246, Bell Communications Research
Specification of Signaling System 7).
9.8.3.2 The application data needed for processing
LIDB data are formatted as TCAP messages.
TCAP messages may be carried as an
application level protocol using SS7
protocols for basic message transport.
9.8.3.3 The SCP node provides all protocol and
interface support. ACI SS7 connections will
be required to meet Bellcore's GR905. TR954
and USWC's Technical Publication 77342
specifications.
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9.8.3.4 Non-USWC companies will submit LIDB updates
via a manual fax process being developed. An
electronic capability is being designed to
allow ACI to add, update, and delete their
line records.
9.8.3.5 It is currently USWC's policy to allow LIDB
access to non-USWC companies through regional
STPs.
9.8.4 Pricing for LIDB access shall be determined
on a case-by-case basis and will be included
in a separate LIDB agreement between the
parties.
9.9 ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY
Each Party shall provide the other Party access to its poles,
ducts, rights-of-way and conduits it controls on terms,
conditions and prices comparable to those offered to any other
entity pursuant to each Party's applicable tariffs and/or
standard agreements.
9.10 MISCELLANEOUS ANCILLARY SERVICES.
Miscellaneous ancillary services will be addressed in separate
agreements between the Parties. These include, but are not
limited to 800 and CMDS.
10. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
USWC is developing a proposal for access to its Operational Support
Systems (OSS) to meet the requirements of the FCC's 1st and 2nd Orders
and to provide ACI with electronic interfaces for pre-ordering,
ordering, demand repairs and billing functions for Plain Old Telephone
Services (POTS). These interfaces will also have the necessary
mediation to protect the integrity of the network as well as allay any
privacy concerns for end user information. The components described in
this section are conceptual in nature and will be subject to change as
the implementation process proceeds. There will be charges associated
with the introduction of the interface and ongoing access to OSS
operations which will include an initial access fee and an ongoing
charge as described more fully below.
10.1 OPERATIONAL SYSTEMS INTERFACES - INTERFACE IMPLEMENTATION
TIMETABLE
USWC's initial operational systems interfaces have been
deployed and will support Pre-ordering, Ordering, Provisioning
and Repair capabilities for POTS (non-design) services and
Billing capabilities for most USWC product offerings.
Subsequent phases of the plan incorporate the capabilities to
support designed services for Pre-ordering, Ordering,
Provisioning, and Maintenance and Repair. The specific features
and functions are not discussed in this Agreement.
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10.2 OSS INTERFACE DESIGN
10.2.1 USWC will develop OSS interfaces using an electronic
gateway solution consistent with the design prescribed
by the FCC, Docket 96-98, FCC 96-325, paragraph 527.
These gateways will act as a mediation or control point
between ACI's and USWC's Operations Systems.
Additionally, these gateways will provide security for
the interface, protecting the integrity of the USWC
network and its databases.
10.2.2 USWC proposes the use of the existing Electronic Data
Interchange ("EDI") standard for the transmission of
monthly local billing information. EDI is an
established standard under the auspices of the American
National Standards Institute/Accredited Standards
Committee (ANSI/ASC) X12 Committee. A proper subset of
this specification has been adopted by the
Telecommunications Industry Forum (TCIF) as the "811
Guidelines" specifically for the purposes of
telecommunications billing.
10.2.3 For the exchange of daily usage data, including third
party billed, collect, and card calls, USWC will use
the Bellcore EMR format for the records, using the
Network Data Mover ("NDM"), otherwise also known as the
Connect:Direct method to transmit the information to
carriers.
10.3 ACCESSIBLE OSS FUNCTIONS
10.3.1 Pre-ordering
"Pre-Ordering" refers to the set of activities whereby
a service representative dialogs with ACI in order to
obtain service availability. In today's environment,
the pre-order process is performed in conjunction with
placing an order. Packaged as a separate activity,
pre-order consists of the following functions: verify
an address, check service availability, and return end
user service information. USWC will provide on-line
capabilities to perform these functions. These
functions are described as follows.
10.3.1.1 Address Verification
This transaction will verify the end user's
address.
If the address does not match USWC records,
the AVR transaction will return "partial
match" addresses and/or help as appropriate
to assist ACI to properly identify the end
user's address for verification.
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Once the address is verified, the AVR
transaction will return the valid address and
the current status (working, non-working, or
pending out) and the date the status was
posted for each line at the address.
If USWC does not have a record of the
address, ACI will have to contact USWC to
input the record before the order can be
submitted.
Note:
10.3.1.1.1 No detailed facility
information (i.e., cable
pair) will be returned as
part of this transaction.
10.3.1.1.2 Rural addresses will not be
supported.
10.3.1.1.3 The AVQ/AVR transaction
attributes currently don't
reflect the attributes
required to support the
error scenarios.
10.3.1.2 Service Availability
This transaction will return the list of
products and services available for
resale in the central office serving a
particular end user address. The
USWC rates for the products and
services will also be returned, but
the ACI discount will not be applied.
10.3.1.3 End User Service Information Request
Gives ACI the ability to request a listing of
services and features USWC is currently
providing to an end user and the rates USWC
is charging for such services.
10.3.1.4 View/Update Service Query/Service Request
Response
Gives ACI the ability to view or update an
existing Service Request (SR).
10.3.1.5 Store Service Request
This transaction allows ACI to store a new or
existing SR.
This SR can be stored for the number of
business days specified in USWC's methods and
procedures before the SR must be submitted to
USWC as a Work Order.
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USWC will store the SR on-line until the
associated Work Order is canceled by ACI or
completed by USWC.
10.3.2 Ordering
With the pre-ordering steps completed, the requisite
information will have been obtained from ACI and the
initiation of a service order can begin. Submitting a
service order will result in the provisioning and
installation, if necessary, of an end user's service.
The functional set required to order service is: open
a service order, check facility availability, reserve
an appointment if technician work is required in the
field or at the end user's premises, reserve a
telephone number if appropriate, cancel a service
order, change a service order, send a firm order
confirmation, support for work order status queries,
and send notification of order completion.
10.3.2.1 Facility Availability
For each new line requested, this transaction
will indicate if existing facilities are
available or if new facilities are required,
and if a technician must be dispatched to
provide the facilities requested at the end
user's address.
This transaction must be executed for any new
line(s) requested.
Note:
10.3.2.1.1 This transaction does not
reserve facilities and does
not guarantee that
facilities will be
available when the work
order is submitted.
10.3.2.1.2 USWC will automatically
execute this transaction as
part of order processing,
any time a new line or
transfer line is requested.
10.3.2.2 Telephone Number Availability
Enables a telephone number (TN) to be
assigned to a line. ACI will be able to
accept the TN or exchange the TN for two
other TNs. If the end user requests a
specific number or a vanity number, ACI must
call the USWC Number Assignment Center (NAC)
and the request will be handled manually.
ACI will not have direct access to the
telephone number assignment system.
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10.3.2.3 Exchange Telephone Numbers/Response
Enables ACI to exchange the TN returned by
the Telephone Number Availability Transaction
for two more TNs. ACI must select one of the
three TNs to proceed with the Work Order.
10.3.2.4 Return Telephone Numbers
Enables ACI to reject the TNs returned by the
Telephone Number Availability transaction and
the TNs will be returned to the pool.
10.3.2.5 Telephone Number Accept
Allows ACI to reserve one telephone number
returned by the Telephone Number Availability
transaction for a period of one (1) day so
that the end user can be informed of the
TN(s) prior to the actual submission of a
Work Order. The Work Order must be submitted
before the TN expires, otherwise the TN will
be returned to the available pool of TNs.
10.3.2.6 Appointment Availability
Allows ACI to select an appointment from a
calendar of available appointments. ACI will
not have direct access to the system but USWC
will automatically execute this transaction
after the Work Order has been submitted and a
technician must be dispatched.
10.3.2.7 Appointment Reservation
Enables ACI to reserve an available
appointment after the appointment
availability calendar has been returned to
ACI by USWC. USWC will return a confirmation
number.
10.3.2.8 Work Order/Firm Order Completion
The work order provides the information and
actions required for USWC to provision
products, services and features. This
transaction will also be used to cancel and
change existing work orders. The information
contained in a work order identifies ACI, the
end user desired due date, the service being
requested, the order type (only change and
migration to ACI), POA (Proof of
Authorization), class of service, telephone
number and additional information
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needed to successfully provision the
requested service to the end user.
Once a work order is accepted by USWC, the
assigned service order number will be
returned to ACI. This may not happen in real
time. ACI can then use the service order
number to status the work order. Firm Order
Confirmation means that USWC has received the
order and assigned an order number for
tracking. It does not mean that edits have
been applied, so errors may still exist on
the order.
10.3.2.9 Status Query/Response
This transaction will allow ACI to obtain the
status of a work order. USWC will return the
current status, remarks and due date for
specified work order.
Note: This status request is issued by ACI
on demand. Real Time Order Completion and
Jeopardy Notification is not proactively
issued by USWC.
10.3.2.10 Order Completion Report
Provides ACI with a daily (Monday - Saturday)
report, electronically, that identifies all
work orders that were completed by USWC on
that date. This report is called the
Co-Provider Completion Report.
10.3.3. Repair
Repair functions allow ACI to report trouble with
communications circuits and services provided by USWC.
The functions, processes and systems used in repair are
based on a Trouble Report (TR), which is an electronic
document maintained in one or more Operations Systems.
A TR contains information about the end user, the
trouble, the status of the work on the trouble and the
results of the investigation and resolution efforts.
These business processes have been summarized and will
be made available to ACI in the following functional
set: open a trouble report, cancel a trouble report,
send notification of status change and close a trouble
report.
10.3.3.1 Verify Request
This transaction will be used to verify
vertical features the end user currently
owns. Technical discussions (e.g.,
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Security) are currently ongoing within USWC
as to how to provide this capability.
10.3.3.2 Open Trouble Report
Gives ACI the capability to open a TR with
USWC.
10.3.3.3 Open Trouble Report Response
Gives ACI the capability to the Open TR
request and contains information about the TR
that ACI needs to track or to convey to ACI's
end user.
10.3.3.4 Completion Notification
Provides notification to ACI that a TR has
been closed because the trouble was resolved.
10.3.3.5 Cancel Trouble Report Instruction
Allows ACI to cancel a previously opened TR.
10.3.3.6 Status Change Notification
Provides notification to ACI that the status
of a previously opened TR has changed.
10.4 BILLING INTERFACES
USWC offers interfaces for the exchange of several types of
billing data:
- Monthly Billing Information,
- Daily Usage Data,
- Local Account Maintenance Report,
- Centralized Message Distribution System
(CMDS) messages,
- Routing of in-region intraLATA collect,
calling card, and third number billed
messages.
10.4.1 Monthly Billing Information
Includes all connectivity charges, credits, and
adjustments related to network elements and
USWC-provided local service.
10.4.2 Daily Usage Data
The accumulated set of call information for a given day
as captured, or "recorded," by the network switches.
USWC will
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provide this data to ACI with the same level of
precision and accuracy it provides itself. Such
precision cannot and will not exceed the current
capabilities of the software in the switches today.
10.4.3 Local Account Maintenance Report
The list of phone numbers to which the carrier is no
longer providing service since the last report.
10.4.4 Centralized Message Distribution System ("CMDS")
Distribution of CMDS messages for ACI end users.
10.4.5 Routing of In-region IntraLATA Collect, Calling Card,
and Third Number Billed Messages
USWC will distribute in-region intraLATA collect,
calling card, and third number billed messages to ACI
and exchange with other Co-Providers operating in
region in a manner consistent with existing
inter-company processing agreements. Whenever the
daily usage information is transmitted to a carrier, it
will contain the records for these types of calls as
well.
10.5 Compensation
10.5.1 Compensation for OSS access will consist of an initial
access fee which will be determined based on the
specific access engineered and implemented for ACI and
is a function of the numbers of ACI business office and
repair service representatives accessing the system.
The fee will include costs for hardware (if purchased
through USWC), software (which must be purchased
through USWC), telecommunications links and labor
incurred to establish the interfaces to USWC's OSS for
ACI. The costs will be substantiated by purchasing
invoices for the communications and computing hardware
and software, and by time reports for the labor
expended in their design and implementation. Labor
will be billed at the prevailing rates for contract
labor for similar services. USWC will bill ACI in a
nondiscriminatory manner for OSS based on approved
prices. USWC will work cooperatively with ACI to
establish a payment schedule for true-up of OSS prices
from the time OSS is established to the time OSS is
approved.
10.5.2 The ongoing charge will be billed at a rate to be
specified by the Commission at the completion of an
appropriate cost study hearing.
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11. RESALE
11.1 DESCRIPTION
11.1.1 USWC Basic Exchange Telecommunications Service and
Basic Exchange Switched Features (as defined in Section
3) and IntraLATA Toll originating from USWC exchanges
will be available for resale from USWC pursuant to the
Act and will reference terms and conditions (except
prices) in USWC tariffs, where applicable. Appendix A
lists services which are available for resale under
this Agreement and applicable discounts.
11.1.2 The Parties agree that, at this time, certain USWC
services are not available for resale under this
Agreement and certain other USWC services are available
for resale but at no discount, as identified in
Appendix A or in individual state tariffs. The
availability of services and applicable discounts
identified in Appendix A or in individual tariffs are
subject to change pursuant to the Rates and Charges
sub-section of this Resale section.
11.1.3 The scope of restrictions in 11.1.1 and 11.1.2 are
subject to the state rules and decisions.
11.2 SCOPE
11.2.1 Basic Exchange Telecommunications Service, Basic
Exchange Switched Features and IntraLATA Toll may be
resold only for their intended or disclosed use and
only to the same class of end user to which USWC sells
such services e.g., residence service may not be resold
to business end users.
11.2.2 USWC shall provide to ACI services for resale that are
equal in quality, subject to the same conditions
(including the conditions in USWC's effective tariffs),
within provisioning time intervals that are
substantially equal to the intervals USWC provides
these services to others, including its end users, and
in accordance with any applicable state Commission
service quality standards, including standards a state
Commission may impose pursuant to Section 252 (e)(3) of
the Act.
11.3 ORDERING AND MAINTENANCE
11.3.1 ACI, or ACI's agent, shall act as the single point of
contact for its end users' service needs, including
without limitation, sales, service design, order
taking, provisioning, change orders, training,
maintenance, trouble reports, repair, post-sale
servicing, billing, collection and inquiry. ACI shall
make it clear to its end users that
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they are end users of ACI for resold services. ACI's
end users contacting USWC will be instructed to contact
ACI; however, nothing in this Agreement, except as
provided below, shall be deemed to prohibit USWC from
discussing its products and services with ACI's end
users who call USWC for any reason.
11.3.2 ACI shall transmit to USWC all information necessary
for the installation (billing, listing and other
information), repair, maintenance and post-installation
servicing according to USWC's standard procedures, as
described in the USWC resale operations guide that will
be provided to ACI. When USWC's end user or the end
user's new service provider discontinues the end user's
service in anticipation of moving to another service
provider, USWC will render its closing bill to the end
user effective with the disconnection. If USWC is not
the local service provider, USWC will issue a bill to
ACI for that portion of the service provided to ACI
should ACI's end user, a new service provider, or ACI
request service be discontinued to the end user. USWC
will notify ACI by FAX, OSS, or other processes when an
end user moves to another service provider. USWC will
not provide ACI with the name of the other Reseller or
service provider selected by the end user. The Parties
agree that they will not transfer to each other their
respective end users whose accounts are in arrears.
The Parties further agree that they will work
cooperatively together to develop the standards and
processes applicable to the transfer of such accounts.
11.3.3 ACI shall provide USWC and USWC shall provide ACI with
points of contact for order entry, problem resolution
and repair of the resold services.
11.3.4 Prior to placing orders on behalf of the end user, ACI
shall be responsible for obtaining and have in its
possession Proof of Authorization ("POA"). POA shall
consist of documentation acceptable to USWC of the end
user's selection of ACI. Such selection may be
obtained in the following ways:
11.3.4.1 The end user's written Letter of
Authorization or LOA.
11.3.4.2 The end user's electronic authorization by
use of an 800 number,
11.3.4.3 The end user's oral authorization verified by
an independent third party (with third party
verification as POA).
11.3.4.4 A prepaid returnable postcard supplied by ACI
which has been signed and returned by end
user. ACI will wait
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fourteen (14) business days after mailing
the postcard before placing an order to
change.
11.3.5 ACI shall make POAs available to USWC upon request.
Prior to placing orders that will disconnect a line
from another Reseller's account ACI is responsible for
obtaining all information needed to process the
disconnect order and re-establish the service on behalf
of the end user. Should an end user dispute or a
discrepancy arise regarding the authority of ACI to act
on behalf of the end user, ACI is responsible for
providing written evidence of its authority to USWC
within three (3) business days. If there is a conflict
between the end user designation and ACI's written
evidence of its authority, USWC shall honor the
designation of the end user and change the end user
back to the previous service provider. If ACI does not
provide the POA within three (3) business days, or if
the end user disputes the authority of the POA, then
the ACI must, by the end of the third business day:
11.3.5.1 notify USWC to change the end user back to
the previous Reseller or service provider,
and
11.3.5.2 provide any end user information and billing
records ACI has obtained relating to the end
user to the previous Reseller, and
11.3.5.3 notify the end user and USWC that the change
has been made, and
11.3.5.4 remit to USWC a charge of $100.00 ("slamming
charge") as compensation for the change back
to the previous Reseller or service provider.
11.3.6 If an end user is switched from ACI back to USWC and
there is a dispute or discrepancy with respect to such
change in service provider, ACI may request to see a
copy of the POA which USWC has obtained from the end
user to effectuate a return to USWC as the end user's
service provider. If USWC is unable to produce a POA
within three (3) business days, USWC shall change the
end user back to ACI (or other previous Reseller)
without imposition of any Customer Transfer Charge.
11.3.7 ACI shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its end users for
interLATA services and intraLATA services when
intraLATA presubscription is implemented.
11.3.8 When end users switch from USWC to ACI, or to ACI from
any other Reseller, such end users shall be permitted
to retain their
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current telephone numbers if they so desire and do not
change their service address to an address served by a
different central office. USWC shall take no action to
prevent ACI end users from retaining their current
telephone numbers.
11.3.9 ACI and USWC will employ the procedures for handling
misdirected repair calls as specified in the
Coordinated Repair Calls section of this Agreement.
11.4 ACI RESPONSIBILITIES
11.4.1 ACI must send USWC complete and accurate end-user
listing information for Directory Assistance, Directory
Listings, and 911 Emergency Services using USWC's
resale order form and process. ACI must provide to
USWC accurate end-user information to ensure
appropriate listings in any databases in which USWC is
required to retain and/or maintain end-user
information. USWC assumes no liability for the
accuracy of information provided by ACI.
11.4.2 ACI may not reserve blocks of USWC telephone numbers,
except as allowed by tariffs.
11.4.3 ACI is liable for all fraud associated with service to
its end-users and accounts. USWC takes no
responsibility, will not investigate, and will make no
adjustments to ACI's account in cases of fraud unless
such fraud is the result of any intentional act or
gross negligence of USWC. Notwithstanding the above,
if USWC becomes aware of potential fraud with respect
to ACI's accounts, USWC will promptly inform ACI and,
at the direction of ACI, take reasonable action to
mitigate the fraud where such action is possible.
11.4.4 In accordance with the Act, ACI will indicate the date
it will offer to residential and business subscribers
telephone exchange services. ACI will provide a three
year forecast within ninety (90) business days of
signing this Agreement. During the first year of the
term of this Agreement, the forecast shall be updated
and provided to USWC on a quarterly basis. Thereafter,
during the term of this Agreement ACI will provide
updated forecasts from time to time, as requested by
USWC. The initial forecast will provide:
- The date service will be offered (by city
and/or state)
- The type and quantity of service(s) which
will be offered
- ACI's anticipated order volume
- ACI's key contact personnel
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The information provided pursuant to this paragraph
shall be considered Proprietary Information under the
Nondisclosure section of this Agreement.
11.4.5 In the event USWC terminates the provisioning of any
resold services to ACI for any reason, including
disconnection of ACI for failure to make payment as
required herein, ACI shall be responsible for providing
any and all necessary notice to its end users of the
termination. In no case shall USWC be responsible for
providing such notice to ACI's end users. USWC will
provide notice to ACI of USWC's termination of a resold
service on a timely basis consistent with Commission
rules and notice requirements.
11.5 RATES AND CHARGES
11.5.1 Resold services as listed in Appendix A are available
for resale at the applicable discount percentage or
rate per minute set forth in Appendix A or at the
retail tariff rates for services available for resale
but excluded from the wholesale pricing arrangement in
this Agreement.
However, state Commissions may do any of the following
(collectively referred to hereinafter as "Order")
during the term of this Agreement:
- establish wholesale discount rates through
decisions in arbitration, interconnection
and/or resale cost proceedings;
- establish other recurring and nonrecurring
rates related to resale, including but not
limited to Customer Transfer Charges and
Slamming Charges ("Other Resale Charges");
and
- order that certain services be made available
for resale at specified wholesale discount
rates.
If a state Commission orders services to be available
for resale, the Parties agree that they will, on a
state-by-state basis, revise Appendix A to incorporate
the services determined by such Order into this
Agreement, effective on the date ordered by a
Commission. When a state Commission, through a
decision in arbitration, identifies services that must
be available for resale at wholesale discount rates,
such decision shall be deemed to have defined that such
services are generally available to Resellers in that
state. If a state Commission establishes wholesale
discount rates and Other Resale Charges to be made
generally available to Resellers or establishes a
resale tariff, the Parties agree that they will, on a
state-by-state basis, revise Appendix A to incorporate
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such wholesale discount rates and/or Other Resale
Charges into this Agreement effective on the date
ordered by a Commission; provided, however, that USWC
shall have a reasonable time to implement system or
other changes necessary to bill the Commission ordered
rates or charges.
The rates for those resold services initially included
in the wholesale pricing arrangement under this
Agreement shall be subject to true-up to the wholesale
discount rates established by a Commission Order making
such rates generally available to Resellers or
established by a resale tariff, retroactively to the
effective date of this Agreement. Any true-up shall be
on a service-by-service basis if wholesale discount
rates are established by a Commission on such a basis.
Services excluded from the wholesale pricing
arrangement under this Agreement as identified in
Appendix A, shall be made available on a going forward
basis from the date of a Commission Order that orders
such services be made generally available to any
Reseller in the state where such a Commission Order is
issued. Such services shall be available at the
discount rate applicable to basic exchange business
service identified in Appendix A; provided, however,
that when a Commission Order establishes wholesale
discount rates for such services as generally available
to Resellers, Appendix A shall be revised to
incorporate the wholesale discount rates generally
available to Resellers.
If a state Commission fails to issue such an Order or
make effective such a tariff by the end of the first
year of this Agreement, either USWC or ACI may elect to
renegotiate this Section of the Agreement.
11.5.2 If the resold services are purchased pursuant to
Tariffs and the Tariff rates change, charges billed to
ACI for such services will be based upon the new Tariff
rates less the applicable wholesale discount as agreed
to herein or established by resale Tariff. The new
rate will be effective upon the Tariff effective date.
11.5.3 A Customer Transfer Charge (CTC) as specified in
Appendix A applies when transferring any existing
account or lines to ACI. Tariffed, non-recurring
charges will apply to new installations.
11.5.4 A Subscriber Line Charge (SLC) will continue to be paid
by ACI without discount for each local exchange line
resold under this Agreement. All federal and state
rules and regulations associated with SLC as found in
the applicable tariffs also apply.
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11.5.5 ACI will pay to USWC the PIC change charge without
discount associated with ACI end user changes of
inter-exchange or intraLATA carriers.
11.5.6 ACI agrees to pay USWC when its end user activates any
services or features that are billed on a per use or
per activation basis subject to the applicable discount
in Appendix A as such may be amended pursuant to
Section 11.5.1 above (e.g., continuous redial, last
call return, call back calling, call trace, etc.).
11.5.7 Resold services are available only where facilities
currently exist and are capable of providing such
services without construction of additional facilities
or enhancement of existing facilities; provided
however, that any loop facilities serving Co-Provider's
end-user(s) at the time of the end-user(s) switch to
Co-Provider shall be considered "existing" and
"capable" to allow Co-Provider to offer resold services
to that end-user(s). However, if ACI requests that
facilities be constructed or enhanced to provide resold
services, USWC will review such requests on a
case-by-case basis and determine, in its sole
discretion, if it is economically feasible for USWC to
build or enhance facilities. If USWC decides to build
or enhance the requested facilities, USWC will develop
and provide to ACI a price quote for the construction.
If the quote is accepted, ACI will be billed the quoted
price and construction will commence after receipt of
payment.
11.5.8. Nonrecurring charges will not be discounted and will be
billed at the applicable Tariff rates.
11.5.9 As a part of the resold line, USWC provides and ACI
accepts, at this time, operator services, directory
assistance, and intraLATA long distance with standard
USWC branding. ACI is not permitted to alter the
branding of these services in any manner when the
services are a part of the resold line without the
prior written approval of USWC. However, at the
request of ACI and where technically feasible, USWC
will rebrand operator services and directory assistance
in ACI's name, provided the costs associated with such
rebranding are paid by ACI.
11.6 COLLATERAL AND TRAINING
The Parties will jointly develop procedures regarding ACI's use
of USWC's retail product training materials. Except for any
rights granted by USWC to ACI for the use or copying of product
training material, product training provided under this
Agreement shall be considered "Proprietary Information" as
described in this Agreement, and shall be subject to the terms
and conditions specified therein.
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11.7 DIRECTORY LISTINGS
USWC will accept at no charge one primary listing for each main
telephone number belonging to ACI's end user based on end user
information provided to USWC by ACI. USWC will place ACI's
listings in USWC's directory listing database for directory
assistance purposes and will make listings available to
directory publishers and to other third parties. Additional
terms and conditions with respect to directory listings are
described in the Ancillary Services and Arrangements section of
this Agreement.
11.8 BILLING
11.8.1. USWC shall bill ACI and ACI is responsible for all
applicable charges for the resold services as provided
herein. ACI shall also be responsible for all tariffed
charges and charges separately identified in this
Agreement associated with services that ACI resells to
an end user under this Agreement.
11.8.2 USWC shall provide ACI, on a monthly basis, within 7-10
business days of the last day of the most recent
billing period, in an agreed upon standard electronic
billing format, billing information including (1) a
summary bill, and (2) individual end user sub-account
information consistent with the samples provided to ACI
for ACI to render end user bills indicating all
recurring and nonrecurring charges associated with each
individual end user's account for the most recent
billing period.
11.9 DEPOSIT
11.9.1 USWC may require ACI to make a suitable deposit to be
held by USWC as a guarantee of the payment of charges.
Any deposit required of an existing Reseller is due and
payable within ten business days after the requirement
is imposed. The amount of the deposit shall be the
estimated charges for the resold service which will
accrue for a two-month period.
11.9.2 When the service is terminated, or when ACI has
established satisfactory credit, the amount of the
initial or additional deposit, with any interest due as
set forth in applicable Tariffs, will, at ACI's option,
either be credited to ACI's account or refunded.
Satisfactory credit for a Reseller is defined as twelve
consecutive months service as a Reseller without a
termination for nonpayment and with no more than one
notification of intent to terminate service for
nonpayment. Interest on the deposit shall be
accumulated by USWC at a rate equal to the federal
discount rate, as published in the Wall Street Journal
from time to time.
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11.10 PAYMENT
11.10.1 Amounts payable under this Resale Section are due and
payable within thirty (30) calendar days after the bill
date of USWC's invoice. During the initial three
billing cycles of this Agreement, ACI and USWC agree
that undisputed amounts shall be paid as provided
herein. ACI and USWC further agree that, during said
three billing cycle period, they will cooperate to
resolve amounts in dispute or billing process issues in
a timely manner but no later than sixty (60) business
days after the bill date of USWC's invoice or
identification and notice of the billing process issue.
Disputed amounts will be paid within thirty (30)
business days following resolution of the dispute.
11.10.2 After the three (3) month period outlined above, ACI
will pay the bill in full within 30 calendar days after
the bill date of the invoice. Billing disputes will be
processed and jointly resolved. Any disputed amounts
that USWC remits to ACI will be credited on the next
billing cycle including an interest credit of 1.5% per
month compounded.
11.10.3 A late payment charge of 1.5% applies to all billed
balances which are not paid by 30 calendar days after
the bill date shown on the invoice. USWC agrees,
however, that the application of this provision will be
suspended for the initial three billing cycles of this
Agreement and will not apply to amounts billed during
those three cycles.
11.10.4 USWC may discontinue processing orders for the failure
by ACI to make full payment for the resold services
provided under this Agreement within thirty (30)
calendar days of the due date on ACI's bill. USWC
agrees, however, that the application of this provision
will be suspended for the initial three billing cycles
of this Agreement and will not apply to amounts billed
during those three cycles.
11.10.5 USWC may disconnect for the failure by ACI to make full
payment for the resold services provided under this
Agreement within sixty (60) calendar days of the due
date on ACI's bill. ACI will pay the Tariff charge
required to reconnect each end user line disconnected
pursuant to this paragraph. USWC agrees, however, that
the application of this provision will be suspended for
the initial three billing cycles of this Agreement and
will not apply to amounts billed during those three
cycles.
11.10.6 Collection procedures and the requirements for deposit
are unaffected by the application of a late payment
charge.
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11.10.7 USWC shall credit ACI's account the amount due for any
trouble or out-of-service conditions in the same manner
that USWC credits the accounts of its own end users and
pursuant to any applicable provisions in USWC's
Tariffs. USWC shall reflect the amount of such credits
on an individual end user telephone number basis in the
billing information USWC provides ACI.
11.10.8 In the event billing disputes relate to service quality
issues, the dispute shall be referred to the USWC
account executive assigned to ACI who will evaluate the
facts and circumstances of the service quality issues
and will work with ACI to resolve the dispute.
12. ACCESS TO TELEPHONE NUMBERS
12.1 NUMBER RESOURCES ARRANGEMENTS.
12.1.1 Nothing in this Agreement shall be construed in any
manner to limit or otherwise adversely impact either
Party's right to the request and assignment of any NANP
number resources including, but not limited to, central
office (NXX) codes pursuant to the Central Office Code
Assignment Guidelines (last published by the Industry
Numbering Committee ("INC") as INC 95-0407-008,
Revision 4/19/96, formerly ICCF 93-0729-010).
12.1.2 To the extent USWC serves as Central Office Code
Administrator for a given region, USWC will support all
ACI requests related to central office (NXX) code
administration and assignments in the manner required
and consistent with the Central Office Code Assignment
Guidelines.
12.1.3 The Parties will comply with code administration
requirements as prescribed by the Federal
Communications Commission, the Commission, and accepted
industry guidelines.
12.1.4 It shall be the responsibility of each Party to program
and update its own switches and network systems
pursuant to the Local Exchange Routing Guide (LERG)
guidelines to recognize and route traffic to the other
Party's assigned NXX codes at all times. Neither Party
shall impose any fees or charges whatsoever on the
other Party for such activities. The Parties will
cooperate to establish procedures to ensure the timely
activation of NXX assignments in their respective
networks.
12.1.5 Each Party shall be responsible for notifying its end
users of any changes in numbering or dialing
arrangements to include changes such as the
introduction of new NPAs or new NXX codes.
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12.1.6 Until an impartial entity is appointed to administer
telecommunications numbering and to make such numbers
available on an equitable basis, USWC will assign NXX
codes to ACI in accordance with national guidelines at
no charge.
12.1.7 Each Party is responsible for administering NXX codes
assigned to it. Each Party is responsible for
obtaining LERG listings of CLLI codes assigned to its
switches. Each Party shall use the LERG published by
Bellcore or its successor for obtaining routing
information and shall provide all required information
to Bellcore for maintaining the LERG in a timely
manner.
13. DIALING PARITY
The Parties shall provide Dialing Parity to each other as required under
Section 251(b)(3) of the Act. This Agreement does not impact either
Party's ability to default IntraLATA Toll via a specific dialing pattern
until otherwise required by the Act.
14. U S WEST DEX ISSUES
USWC and ACI agree that certain issues, such as yellow page advertising,
directory distribution, access to call guide pages, yellow page
listings, will be the subject of negotiations between ACI and directory
publishers, including U S WEST Dex. USWC acknowledges that ACI may
request USWC to facilitate discussions between ACI and U S WEST Dex.
15. ACCESS TO DATABASES
In accordance with Section 271 of the Act, USWC shall provide ACI with
interfaces to access USWC's databases and associated signaling necessary
for the routing and completion of ACI traffic. Except where otherwise
specified, access to such databases, and the appropriate interfaces,
shall be requested by ACI via a Bona Fide Request.
16. NOTICE OF CHANGES
If a Party makes a change in its network which it believes will
materially affect the inter-operability of its network with the other
Party, the Party making the change shall provide advance notice of such
change to the other Party in accordance with the applicable FCC
regulations.
17. REFERRAL ANNOUNCEMENT
When an end user changes from USWC to ACI, or from ACI to USWC, and does
not retain its original main/listed telephone number, the Party formerly
providing service to the end user will provide a transfer of service
announcement on the abandoned telephone number. Each Party will provide
this referral service consistent with its Tariff.
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This announcement will provide details on the new number that must be
dialed to reach this end user.
18. COORDINATED REPAIR CALLS
18.1 ACI and USWC will employ the following procedures for handling
misdirected repair calls;
18.1.1 ACI and USWC will provide their respective end users
with the correct telephone numbers to call for access
to their respective repair bureaus.
18.1.2 End users of ACI shall be instructed to report all
cases of trouble to ACI. End users of USWC shall be
instructed to report all cases of trouble to USWC.
18.1.3 To the extent the correct provider can be determined,
misdirected repair calls will be referred to the proper
provider of Basic Exchange Telecommunications Service.
18.1.4 ACI and USWC will provide their respective repair
contact numbers to one another on a reciprocal basis.
18.1.5 In responding to repair calls, neither Party shall make
disparaging remarks about each other, nor shall they
use these repair calls as the basis for internal
referrals or to solicit end users to market services.
Either Party may respond with accurate information in
answering end user questions.
19. BONA FIDE REQUEST PROCESS
19.1 Any request for Interconnection or access to an unbundled
Network Element that is not already available as described
herein shall be treated as a Bona Fide Request (BFR). USWC
shall use the BFR Process to determine the terms and timetable
for providing the requested Interconnection or access to
unbundled Network Elements, if available, and the technical
feasibility of new/different points of Interconnection. USWC
will administer the BFR Process in a non-discriminatory manner.
19.2 A BFR shall be submitted in writing and on the appropriate USWC
form for BFRs. The Parties will work together to prepare the
BFR form. The form will request, and ACI will need to provide,
at a minimum: (a) a technical description of each requested
Network Element or new/different points of Interconnection; (b)
the desired interface specification; (c) each requested type of
Interconnection or access; (d) a statement that the
Interconnection or Network Element will be used to provide a
telecommunications service; (e) the quantity requested; (f) the
specific location requested; (g) if the requested unbundled
Network Element is a
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proprietary element as specified in Section 251(d)(2) of the
Act, ACI must submit documentation that demonstrates that
access to such Network Element is necessary, that the failure
to provide access to such Network Element would impair the
ability of ACI to provide the services that it seeks to offer,
and that ACI's ability to compete would be significantly
impaired or thwarted without access to such requested
proprietary element; and (h) if the requested unbundled Network
Element is a non-proprietary element as specified in Section
251(d)(2) of the Act, ACI must submit documentation that
demonstrates that denial of access to such unbundled
non-proprietary Network Element would decrease the quality or
increase the cost of the service sought to be offered by ACI.
19.3 Within two (2) business days of its receipt, USWC shall
acknowledge receipt of the BFR and in such acknowledgment
advise ACI of missing information, if any, necessary to process
the BFR. Thereafter, USWC shall promptly advise ACI of the
need for any additional information that will facilitate the
analysis of the BFR. The Parties may mutually agree to
conference calls or face-to-face meetings at mutually agreeable
times to discuss information necessary to process the BFR.
USWC will consider any previous BFRs in the evaluation of the
BFR in progress to make best efforts to shorten response times
and, to the extent possible, avoid duplicate work. USWC will
provide BFR status to ACI every ten (10) business days.
19.4 Within 30 calendar days of its receipt of the BFR and all
information necessary to process it, USWC shall provide to ACI
a preliminary analysis of the BFR. The preliminary analysis
shall specify USWC's conclusions as to whether or not the
requested Interconnection or access to an unbundled Network
Element complies with the unbundling requirements set forth
above.
19.4.1 If USWC determines during the 30 day period that a BFR
does not qualify as a Network Element or
Interconnection that is required to be provided under
the Act, USWC shall advise ACI as soon as reasonably
possible of that fact, and USWC shall promptly, but in
no case later than ten calendar days after making such
a determination, provide a written report setting forth
the basis for its conclusion.
19.4.2 If USWC determines during the thirty day period that
the BFR qualifies under the Act, it shall notify ACI in
writing of such determination within ten calendar days.
19.4.3 As soon as feasible, but in any case within 90 calendar
days after USWC notifies ACI that the BFR qualifies
under the Act, USWC shall provide to ACI a BFR quote.
The BFR quote will include, at a minimum, a description
of each Interconnection and Network Element, the
quantity to be provided, any interface specifications,
and the applicable rates (recurring and nonrecurring)
including the separately stated development costs and
construction charges of
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the Interconnection or the Network Elements and any
minimum volume and term commitments required.
Additionally, USWC shall notify ACI of any laboratory
testing, field testing, or joint field testing that may
be required for technical feasibility. As needed, the
Parties will mutually agree to test schedules. Testing
costs will be identified.
19.5 A BFR quote will remain valid for thirty (30) calendar days.
Minimum volume and term commitments may be applicable. Upon
thirty (30) calendar days, ACI must advise USWC, in writing, to
cancel, proceed, or invoke dispute resolution as described in
this Agreement.
19.6 ACI may cancel the BFR request any time. USWC reserves the
right to bill reasonable cancellation charges. ACI will pay
USWC reasonable development costs incurred in providing the
Interconnection or Network Element to the extent that those
development costs are not otherwise amortized. Volume and term
commitments will be considered.
19.7 If either Party believes that the other Party is not
requesting, negotiating or processing any BFR in good faith, or
disputes a determination, or quoted price or cost, it may seek
arbitration pursuant to the Dispute Resolution provision of
this Agreement.
20. AUDIT PROCESS
20.1 "Audit" shall mean the comprehensive review of:
20.1.1 Data used in the billing process for services performed
and facilities provided under this Agreement; and
20.1.2 Data relevant to provisioning and maintenance for
services performed or facilities provided by either of
the Parties for itself or others that are similar to
the services performed or facilities provided under
this Agreement for Interconnection or access to
unbundled elements.
20.2 The data referred to above shall be relevant to any performance
standards that are adopted in connection with this Agreement,
through negotiation, arbitration or otherwise.
This Audit shall take place under the following conditions:
20.2.1 Either Party may request to perform an Audit.
20.2.2 The Audit shall occur upon 30 business days written
notice by the requesting Party to the non-requesting
Party.
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20.2.3 The Audit shall occur during normal business hours.
20.2.4 There shall be no more than one Audit requested by each
Party under this Agreement in any 12-month period.
20.2.5 The requesting Party may review the non-requesting
Party's records, books and documents, as may reasonably
contain information relevant to the operation of this
Agreement.
20.2.6 The location of the Audit shall be the location where
the requested records, books and documents are retained
in the normal course of business.
20.2.7 All transactions under this Agreement which are over 24
months old will be considered accepted and no longer
subject to Audit.
20.2.8 Each Party shall bear its own expenses occasioned by
the Audit, provided that the expense of any special
data collection shall be born by the requesting Party.
20.2.9 The Party requesting the Audit may request that an
Audit be conducted by a mutually agreed-to independent
auditor. Under this circumstance, the costs of the
independent auditor shall be paid for by the Party
requesting the Audit.
20.2.10 In the event that the non-requesting Party requests
that the Audit be performed by an independent auditor,
the Parties shall mutually agree to the selection of
the independent auditor. Under this circumstance, the
costs of the independent auditor shall be shared
equally by the Parties.
20.2.11 The Parties agree that if an Audit discloses error(s),
the Party responsible for the error(s) shall, in a
timely manner, undertake corrective action for such
error(s).
20.3 All information received or reviewed by the requesting Party or
the independent auditor in connection with the Audit is to be
considered Proprietary Information as defined by this
Agreement. The non-requesting Party reserves the right to
require any non-employee who is involved directly or indirectly
in any Audit or the resolution of its findings as described
above to execute a nondisclosure agreement satisfactory to the
non-requesting Party. To the extent an Audit involves access
to information of other competitors, ACI and USWC will
aggregate such competitors' data before release to the other
Party, to insure the protection of the proprietary nature of
information of other competitors. To the extent a competitor
is an affiliate of the Party being audited (including itself
and its subsidiaries), the Parties shall be allowed to examine
such affiliates' disaggregated data, as required by reasonable
needs of the Audit.
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21. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES
21.1 The Parties agree that access to the audiotext, mass
announcement and information services of each Party should be
made available to the other Party upon execution of an
agreement defining terms for billing and compensation of such
calls. Services included in this category include 976 calls,
if available, whether flat rated or usage sensitive, intra-LATA
900 services and other intra-LATA 976-like services. Such
calls will be routed over the Local Interconnection Trunks.
21.2 ACI and USWC will work together in good faith to negotiate and
execute the agreement for billing and compensation for these
services. The Parties agree that their separate agreement on
audiotext and mass announcement services will include details
concerning the creation, exchange and rating of records, all of
which will occur without any explicit charge between the
Parties, as well as a process for the handling of
uncollectables so that the originating Party does not have any
responsibility for uncollectables.
21.3 Until such time that such an agreement is executed, ACI may
choose to block such calls, or ACI will agree to back-bill and
compensate retroactively for such calls once the subsequent
agreement is executed retroactive to the effective date of this
Agreement.
21.3.1 USAGE SENSITIVE COMPENSATION.
All audiotext and mass announcement calls shall be
considered toll calls for purposes of reciprocal
compensation between the Parties. Compensation will
be paid based on the compensation for toll calls
referenced in this Agreement with respect to reciprocal
compensation between the Parties, except that such
compensation shall be paid by the Party terminating the
call, rather than the Party originating the call.
21.3.2 BILLING AND COLLECTION COMPENSATION.
Billing and collection compensation will be dealt with
in the separate agreement referenced in this section.
22. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING
22.1 There are certain types of calls or types of Interconnection
that require exchange of billing records between the Parties,
including, for example, alternate billed and Toll Free Service
calls. The Parties agree that all call types must be routed
between the networks, accounted for, and settled among the
parties. Certain calls will be handled via the Parties'
respective operator service platforms. The
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Parties agree to utilize, where possible and appropriate,
existing accounting and settlement systems to bill, exchange
records and settle revenue.
22.2 The exchange of billing records for alternate billed calls
(e.g., calling card, bill-to-third number, and collect) will be
distributed through the existing CMDS processes, unless
otherwise separately agreed to by the Parties.
22.3 Inter-Company Settlements ("ICS") revenues will be settled
through the Calling Card and Third Number Settlement System
("CATS"). Each Party will provide for its own arrangements for
participation in the CATS processes, through direct
participation or a hosting arrangement with a direct
participant.
22.4 Non-ICS revenue is defined as collect calls, calling card
calls, and billed to third number calls which originate on one
service provider's network and terminate on another service
provider's network in the same Local Access Transport Area
("LATA"). The Parties agree to negotiate and execute an
agreement for settlement of non-ICS revenue. This separate
arrangement is necessary since existing CATS processes do not
permit the use of CATS for non-ICS revenue. The Parties agree
that the CMDS system can be used to transport the call records
for this traffic.
22.5 Both Parties will provide the appropriate call records to the
intraLATA Toll Free Service provider, thus permitting the
service provider to bill its subscribers for the inbound Toll
Free Service. No adjustments to bills via tapes, disks or NDM
will be made without the mutual agreement of the Parties.
23. CONSTRUCTION CHARGES
23.1 All rates, charges and initial service periods specified in
this Agreement contemplate the provision of network
Interconnection services and access to Network Elements to the
extent existing facilities are available. Except for
modifications to existing facilities necessary to accommodate
Interconnection and access to Network Elements specifically
provided for in this Agreement, USWC will consider requests to
build additional or further facilities for network
Interconnection and access to Network Elements as described in
this Section.
23.2 Resale
Construction charges associated with the resale of services
will be applied in the same manner that construction charges
apply to USWC's retail end users. Contracts may be negotiated
on an individual case basis when construction is required for
large retail or resale customers.
23.3 LIS and Interoffice Transport
To the extent that USWC constructs facilities for LIS services
and/or interoffice transport, ACI will provide USWC with a
forecast of interoffice trunks and switch
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ports. USWC will perform a validated traffic engineering
estimate based on the forecasted demand and will then negotiate
an agreed upon quantity of interoffice trunks and switch ports
with ACI before constructing facilities. If ACI's forecasted
quantity exceeds USWC's validated traffic engineering estimate,
and if USWC finds it necessary to construct added facilities,
then construction charges will apply to the exceeded quantity.
USWC will track utilization of trunks, and when minimum trunk
utilization requirements are not met, a recurring charge will
apply for all unused trunks below the minimum utilization
level.
23.4 Unbundled Network Elements
USWC will conduct an individual financial assessment of any
request which requires construction of network capacity,
facilities, or space for access to or use of unbundled Network
Elements. If USWC constructs to fulfill ACI's request for
unbundled Network Elements, USWC will bid this construction on
a case-by-case basis. USWC will charge for the construction
through non-recurring charges and a term agreement for the
remaining recurring charge.
23.5 All necessary construction will be undertaken at the discretion
of USWC, consistent with budgetary responsibilities,
consideration for the impact on the general body of end users,
and without discrimination among the various carriers.
23.6 A quote for ACI's portion of a specific job will be provided to
ACI. The quote will be in writing and will be binding for
ninety (90) business days after the issue date. When accepted,
ACI will be billed the quoted price and construction will
commence after receipt of payment. If ACI chooses not to have
USWC construct the facilities, USWC reserves the right to bill
ACI for the expense incurred for producing the engineered job
design.
23.7 In the event a construction charge is applicable, ACI's service
application date will become the date upon which USWC receives
the required payment.
24. SERVICE PERFORMANCE RESULTS
24.1 USWC agrees to provide to ACI the same level of service that
USWC provides to itself and/or its affiliates as determined by
measuring and comparing a statistically significant number of
activities listed below.
24.1.1 For those services procured by ACI and unless otherwise
noted below, USWC shall measure its results and those
of its affiliates as a percentage. USWC shall also
measure the percentage results of ACI.
ACI agrees to measure its performance related to these
performance indicators in providing service to USWC.
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24.1.2 In some instances, USWC may not provide the listed
service to itself or its affiliates. If USWC does not
provide a statistically significant number of a listed
activity for itself or its affiliates, USWC will
provide data which will allow comparison between ACI's
performance results and the average performance results
of the same performance indicator for a statistically
significant number of total activities provided to all
other Co-Providers within the state in which the
service was provided.
24.1.3 In no event shall percentage results be provided if the
number of measured activities is less than a
statistically significant universe of fewer than sixty
(60) activities during the time period of measurement.
24.1.4 The list of performance indicators to be measured are
as follows:
RESALE INDICATORS
Residence Installation Intervals Offered (Facilities in
Place)
Business Installation Intervals Offered (Facilities in
Place)
Firm Order Confirmations within 48 hours (DS0)
(Facilities in Place)
Firm Order Confirmations within 48 hours (DS1)
(Facilities in Place)
Firm Order Confirmations within 48 hours (DS3)
(Facilities in Place)
Firm Order Confirmations within 48 hours (Switched)
(Facilities in Place)
Average Installation Intervals Delivered (Residence)
(Facilities in Place) (Days and Hours)
Average Installation Intervals Delivered (Business)
(Facilities in Place) (Days and Hours)
Average Installation Intervals Delivered (DS0)
(Facilities in Place) (Days and Hours)
Average Installation Intervals Delivered (DS1)
(Facilities in Place) (Days and Hours)
Average Installation Intervals Delivered (DS3)
(Facilities in Place) (Days and Hours)
Average Installation Intervals Delivered (Switched)
(Facilities in Place) (Days and Hours)
Residence Installation Commitments Met (Facilities in
Place)
Business Installation Commitments Met (Facilities in
Place)
Designed Installation Commitments Met (DS0) (Facilities
in Place)
Designed Installation Commitments Met (DS1) (Facilities
in Place)
Designed Installation Commitments Met (DS3) (Facilities
in Place)
Designed Installation Commitments Met (Switched)
(Facilities in Place)
Co-Provider-caused Installation Misses
Residence Disconnect Commitments Met
Business Disconnect Commitments Met
Residence Installation Reports (Repair Report After
Installation) Within 7 Business Days
Business Installation Reports (Repair Report After
Installation) Within 7 Business Days
Designed Installation Reports (Repair Report After
Installation) Within 30 Business Days (DS0)
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Designed Installation Reports (Repair Report After
Installation) Within 30 Business Days (DS1)
Designed Installation Reports (Repair Report After
Installation) Within 30 Business Days (DS3)
Designed Installation Reports (Repair Report After
Installation) Within 30 Business Days
(Switched Access)
Residence Percent Out of Service Cleared < 24 hours
Business Percent Out of Service Cleared in < 24 hours
Designed Percent Out of Service Cleared < 4 hours (DS0)
Designed Percent Out of Service Cleared in < 4hours
(DS1)
Designed Percent Out of Service Cleared < 4 hours (DS3)
Designed Percent Out of Service Cleared in < 4 hours
(Switched)
Residence Percent Out of Service and Service Affecting
Cleared < 48 hours
Business Percent Out of Service and Service Affecting
Cleared < 48 hours
Residence Repair Commitments Met
Business Repair Commitments Met
Residence Repair Repeated Reports Within 30 Business
Days
Business Repair Repeated Reports Within 30 Business
Days
Designed Repair Repeated Reports Within 30 Business
Days (DS0)
Designed Repair Repeated Reports Within 30 Business
Days (DS1)
Designed Repair Repeated Reports Within 30 Business
Days (DS3)
Designed Repair Repeated Reports Within 30 Business
Days (Switched)
Residence Report Rate per 100 Lines
Business Report Rate per 100 lines
Co-Provider-caused Trouble Reports
UNBUNDLED LOOP INDICATORS
Firm Order Confirmations Within 48 hours (Facilities in
Place) 2 Wire
Firm Order Confirmations Within 48 hours (Facilities in
Place) 4 Wire
Average Installation Intervals Delivered (Facilities in
Place) 2 Wire (Days and Hours)
Average Installation Intervals Delivered (Facilities in
Place) 4 Wire (Days and Hours)
Percent Installation Commitments Met (Facilities in
Place) 2 Wire
Percent Installation Commitments Met (Facilities in
Place) 4 Wire
Installation Reports Within 30 Business Days 2 Wire
Installation Reports Within 30 Business Days 4 Wire
Percent Out of Service Cleared in < 24 hours 2 Wire
Percent Out of Service Cleared in < 24 hours 4 Wire
Percent Out of Service and Service Affecting Cleared
in < 48 hours 2 Wire
Percent Out of Service and Service Affecting Cleared
in < 48 hours 4 Wire
Mean Time to Restore 2 Wire
Mean Time to Restore 4 Wire
Repair Repeated Reports Within 30 Business Days 2 Wire
Repair Repeated Reports Within 30 Business Days 4 Wire
LIS TRUNK INDICATORS
Firm Order Confirmations Within Six Business Days
(Facilities in Place)
Average Installation Intervals Delivered (Facilities in
Place) (Days and Hours)
Installation Commitments Met (Facilities in Place)
Installation Reports Within 30 Business Days
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Out of Service Cleared in < 4 hours
Repair Repeated Reports Within 30 Business Days
Co-Provider-caused Trouble Reports
24.2 Failure to Meet the Service Standard. If during a specified
review period, the performing Party fails to deliver the same
level of service that it provides to itself, such Party will
use its best efforts to meet the service standard for the next
specified review period. If the performing Party fails to meet
the service standard for two consecutive periods, the Parties
agree, in good faith, to attempt to resolve such issues through
negotiation or pursuant to the Dispute Resolution section of
this Agreement. This paragraph shall not be construed to waive
either Party's right to seek legal or regulatory intervention
as provided by state or federal law.
24.3 The performing Party's failure to meet the service standard
cannot be as a result, directly or indirectly, of a Delaying
Event. A "Delaying Event" means (a) a failure by the receiving
Party to perform any of its obligations set forth in this
Agreement, (b) any delay, act or failure to act by an end user,
agent or subcontractor of the receiving Party or (c) any Force
Majeure Event. If a Delaying Event prevents the performing
Party from performing a measured activity, then such measured
activity shall be excluded from the calculation of the
performing Party's compliance with the service standard.
24.4 Records. Each Party shall maintain complete and accurate
records, for the specified review period of its performance
under this Agreement for each measured activity and its
compliance with the service standard. Each Party shall provide
to the other such records in a self-reporting format. Such
records shall be in the format kept in the performing Party's
ordinary course of business. The Parties agree that such
records shall be deemed "Proprietary Information".
24.5 Cost Recovery. Each Party reserves the right to recover the
costs associated with the creation of the above reports and
standards through a future proceeding before a regulatory body.
Such a proceeding may address a wide range of implementation
costs not otherwise recovered through charges established
herein.
25. IMPLEMENTATION SCHEDULE
25.1 Within six months from the date of final approval of this
Agreement, the Parties agree to make a good faith effort to
complete each of the following interconnection arrangements:
25.1.1 Two-way trunk groups, as listed in Section 6.7.2
herein, necessary for the mutual exchange of traffic.
25.1.2 E-911 trunking and database access.
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25.1.3 SS7 Interconnection and Certification.
25.1.4 Directory Listings Arrangements and Directory
Assistance Interconnection.
25.1.5 Access to Unbundled Loops in at least one wire center.
25.1.6 Completion of Physical Collocation arrangements in at
least one USWC Wire Center.
25.1.7 Completion of inter-carrier billing arrangements
necessary for the joint provision of Switched Access
Services and for reciprocal traffic exchange.
26. MISCELLANEOUS TERMS
26.1 GENERAL PROVISIONS
26.1.1 Each Party shall use its best efforts to comply with
the Implementation Schedule.
26.1.2 The Parties are each solely responsible for
participation in and compliance with national network
plans, including the National Network Security Plan and
the Emergency Preparedness Plan.
26.1.3 Each Party is solely responsible for the services it
provides to its end users and to other
Telecommunications Carriers.
26.1.4 The Parties shall work cooperatively to minimize fraud
associated with third-number billed calls, calling card
calls, and any other services related to this
Agreement.
26.2 TERM OF AGREEMENT
This Agreement shall become effective upon Commission approval,
pursuant to Sections 251 and 252 of the Act, shall terminate on
________ __, 19__, and shall be binding upon the Parties during
that term, notwithstanding Section 252(i) of the Act. The
Parties agree to commence negotiations on a new agreement no
later than 135 calendar days prior to the termination date
specified above; provided that ACI, consistent with Section
252(i) of the Act, may opt into a then-existing, valid
interconnection agreement, in its entirety, at the conclusion
of the term of this Agreement. In the event that negotiations
are not concluded as of the termination date specified above,
the window of opportunity to file for arbitration to resolve
outstanding contractual issues in accordance with the Act, will
open upon the termination date specified above.
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26.3 PAYMENT
26.3.1 Amounts payable under this Agreement are due and
payable within thirty (30) business days after the date
of invoice.
26.3.2 Except as specified in the Resale section of this
Agreement or elsewhere in this Agreement, any amount
due and not paid by the due date stated above shall be
subject to a late charge equal to either i) 0.03
percent per day compounded daily for the number of
calendar days from the payment due date to and
including, the date of payment, that would result in an
annual percentage rate of 12% or ii) the highest lawful
rate, whichever is less. If late payment charges for
services are not permitted by local jurisdiction, this
provision shall not apply.
26.3.3 Should ACI dispute any portion of the monthly billing
under this Agreement, ACI will notify USWC in writing
within thirty (30) business days of the receipt of such
billing, identifying the amount and details of such
dispute. ACI shall pay all amounts due. Both ACI and
USWC agree to expedite the investigation of any
disputed amounts in an effort to resolve and settle the
dispute prior to initiating any other rights or
remedies. Should the dispute be found in ACI's favor,
USWC will reimburse ACI the resolved amount plus
interest from the date of payment at the late payment
factor of the Intrastate Access Service Tariffs,
General Regulations for the state in which the service
is rendered.
26.3.4 If ACI is repeatedly delinquent in making its payments,
USWC may, in its sole discretion, require a deposit to
be held as security for the payment of charges.
"Repeatedly delinquent" means being thirty (30)
business days or more delinquent for three (3)
consecutive months. The deposit may not exceed the
estimated total monthly charges for a two (2) month
period. The deposit may be a cash deposit, a letter of
credit with terms and conditions acceptable to USWC in
its sole discretion, or some other form of mutually
acceptable security.
26.3.5 Interest will be paid on cash deposits at the rate
applying to deposits under applicable Commission rules,
regulations, or Tariffs. Cash deposits and accrued
interest will be credited to ACI's account or refunded,
as appropriate, upon the earlier of the termination of
this Agreement or one full year of timely payments in
full by ACI. The fact that a deposit has been made
does not relieve ACI from any requirements of this
Agreement.
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26.4 TAXES
Each Party purchasing services hereunder shall pay or otherwise
be responsible for all federal, state, or local sales, use,
excise, gross receipts, transaction or similar taxes, fees or
surcharges levied against or upon such purchasing Party (or the
providing Party when such providing Party is permitted to pass
along to the purchasing Party such taxes, fees or surcharges),
except for any tax on either Party's corporate existence,
status or income. Whenever possible, these amounts shall be
billed as a separate item on the invoice. To the extent a sale
is claimed to be for resale tax exemption, the purchasing Party
shall furnish the providing Party a proper resale tax exemption
certificate as authorized or required by statute or regulation
by the jurisdiction providing said resale tax exemption.
Failure to timely provide said resale tax exemption certificate
will result in no exemption being available to the purchasing
Party.
26.5 FORCE MAJEURE
Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement from any cause beyond
its control and without its fault or negligence including,
without limitation, acts of nature, acts of civil or military
authority, government regulations, embargoes, epidemics,
terrorist acts, riots, insurrections, fires, explosions,
earthquakes, nuclear accidents, floods, work stoppages,
equipment failure, power blackouts, volcanic action, other
major environmental disturbances, unusually severe weather
conditions, inability to secure products or services of other
persons or transportation facilities or acts or omissions of
transportation carriers (collectively, a "Force Majeure
Event"). In the event of a labor dispute or strike the Parties
agree to provide service to each other at a level equivalent to
the level they provide themselves.
26.6 LIMITATION OF LIABILITY
26.6.1 Each Party shall be liable to the other for direct
damages, as described in this section, for any loss,
defect or equipment failure resulting from the causing
Party's conduct or the conduct of its agents or
contractors in performing the obligations contained in
this Agreement.
26.6.2 Except for indemnity obligations, each Party's
liability to the other Party for any loss relating to
or arising out of any negligent act or omission in its
performance of this Agreement, whether in contract or
in tort, shall be limited to the total amount that is
or would have been charged to the other Party by such
negligent or breaching Party for the service(s) or
function(s) not performed or improperly performed.
26.6.3 Neither Party shall be liable to the other under this
Agreement for indirect, incidental, consequential, or
special damages, including
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(without limitation) damages for lost profits, lost
revenues, lost savings suffered by the other Party
regardless of the form of action, whether in contract,
warranty, strict liability, tort, including (without
limitation) negligence of any kind and regardless of
whether the Parties know the possibility that such
damages could result.
26.6.4 Nothing contained in this Section shall limit either
Party's liability to the other for intentional,
malicious misconduct.
26.6.5 Nothing contained in this Section shall limit either
Party's obligations of indemnification as specified in
the Indemnity Section of this Agreement.
26.7 INDEMNITY
26.7.1 With respect to third party claims, each of the Parties
agrees to release, indemnify, defend and hold harmless
the other Party and each of its officers, directors,
employees and agents (each an "Indemnitee") from and
against and in respect of any loss, debt, liability,
damage, obligation, claim, demand, judgment or
settlement of any nature or kind, known or unknown,
liquidated or unliquidated including, but not limited
to, costs and attorneys' fees, whether suffered, made,
instituted, or asserted by any other party or person,
for invasion of privacy, personal injury to or death of
any person or persons, or for loss, damage to, or
destruction of property, whether or not owned by
others, resulting from the indemnifying Party's
performance, breach of applicable law, or status of its
employees, agents and subcontractors; or for failure to
perform under this Agreement, regardless of the form of
action.
26.7.2 The indemnification provided herein shall be
conditioned upon:
26.7.2.1 The indemnified Party shall promptly notify
the indemnifying Party of any action taken
against the indemnified Party relating to the
indemnification. Failure to so notify the
indemnifying Party shall not relieve the
indemnifying Party of any liability that the
indemnifying Party might have, except to the
extent that such failure prejudices the
indemnifying Party's ability to defend such
claim.
26.7.2.2 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.
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26.7.2.3 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.
26.8 INTELLECTUAL PROPERTY
26.8.1 Each Party hereby grants to the other Party the
limited, personal and nonexclusive right and license to
use its patents, copyrights and trade secrets but only
to the extent necessary to implement this Agreement or
specifically required by the then applicable federal
and state rules and regulations relating to
Interconnection and access to telecommunications
facilities and services, and for no other purposes.
Nothing in this Agreement shall be construed as the
grant to the other Party of any rights or licenses to
trademarks.
26.8.2 The rights and licenses above are granted "AS IS" and
the other Party's exercise of any such right and
license shall be at the sole and exclusive risk of the
other Party. Neither Party shall have any obligation
to defend, indemnify or hold harmless, or acquire any
license or right for the benefit of, or owe any other
obligation or have any liability to, the other based on
or arising from any claim, demand, or proceeding
(hereinafter "claim") by any third party alleging or
asserting that the use of any circuit, apparatus, or
system, or the use of any software, or the performance
of any service or method, or the provision of any
facilities by either Party under this Agreement
constitutes infringement, or misuse or misappropriation
of any patent, copyright, trade secret, or any other
proprietary or intellectual property right of any third
party.
26.8.3 As a condition to the access or use of patents,
copyrights, trade secrets and other intellectual
property (including software) owned or controlled by a
third party to the extent necessary to implement this
Agreement or specifically required by the then
applicable federal and state rules and regulations
relating to Interconnection and access to
telecommunications facilities and services, the Party
providing access may require the other upon written
notice, from time to time, to obtain a license or
permission for such access or use, make all payments in
connection with obtaining such license, and provide
evidence of such license.
26.8.4 Except as expressly provided in this Intellectual
Property Section, nothing in this Agreement shall be
construed as the grant of a license, either express or
implied, with respect to any patent, copyright, logo,
trademark, tradename, trade secret or any other
intellectual property right now or hereafter owned,
controlled or licensable by either Party. ACI may not
use any patent, copyright, logo, trademark, tradename,
trade secret or other intellectual
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property right of USWC or its affiliates without
execution of a separate agreement between the Parties.
26.8.5 ACI shall not, without the express written permission
of USWC, state or imply that; 1) ACI is connected, or
in any way affiliated with USWC or its affiliates, 2)
ACI is part of a joint business association or any
similar arrangement with USWC or its affiliates, 3)
USWC and its affiliates are in any way sponsoring,
endorsing or certifying ACI and its goods and services,
or 4) with respect to ACI advertising or promotional
activities or materials, that the resold goods and
services are in any way associated with or originated
from USWC or any of its affiliates. Nothing in this
paragraph shall prevent ACI from truthfully describing
the Network Elements it uses to provide service to its
end users.
26.8.6 For purposes of resale only and notwithstanding the
above, unless otherwise prohibited by USWC pursuant to
an applicable provision herein, ACI may use the phrase
"ACI is a reseller of U S WEST Communications services"
(the "Authorized Phrase") in ACI's printed materials
provided:
26.8.6.1 The Authorized Phrase is not used in
connection with any goods or services other
than USWC services resold by ACI.
26.8.6.2 ACI's use of the Authorized Phrase does not,
in USWC's sole discretion, cause end users to
believe that ACI is USWC.
26.8.6.3 The Authorized Phrase, when displayed,
appears only in text form (ACI may not use
the U S WEST logo) with all letters being the
same font and point size. The point size of
the Authorized Phrase shall be no greater
than one fourth the point size of the
smallest use of ACI's name and in no event
shall exceed 8 point size.
26.8.6.4 ACI shall provide all printed materials to
USWC for its prior written approval.
26.8.6.5 If USWC determines that ACI's use of the
Authorized Phrase causes end user confusion,
USWC may in its sole discretion, immediately
terminate ACI's right to use the Authorized
Phrase.
26.8.6.6 Upon termination of ACI's right to use the
Authorized Phrase or termination of this
Agreement, all permission or right to use the
Authorized Phrase shall immediately cease to
exist and ACI shall immediately cease any and
all such
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use of the Authorized Phrase. ACI shall
either promptly return to USWC or destroy all
materials in its possession or control
displaying the Authorized Phrase.
26.8.7 ACI acknowledges the value of the marks "U S WEST" and
"U S WEST Communications" (the "Marks") and the
goodwill associated therewith and acknowledges that
such goodwill is a property right belonging to U S
WEST, Inc. and USWC respectively (the "Owners"). ACI
recognizes that nothing contained in this Agreement is
intended as an assignment or grant to ACI of any right,
title or interest in or to the Marks and that this
Agreement does not confer any right or license to grant
sublicenses or permission to third parties to use the
Marks and is not assignable. ACI will do nothing
inconsistent with the Owner's ownership of the Marks,
and all rights, if any, that may be acquired by use of
the Marks shall inure to the benefit of the Owners.
ACI will not adopt, use (other than as authorized
herein), register or seek to register any mark anywhere
in the world which is identical or confusingly similar
to the Marks or which is so similar thereto as to
constitute a deceptive colorable imitation thereof or
to suggest or imply some association, sponsorship, or
endorsement by the Owners. The Owners make no
warranties regarding ownership of any rights in or the
validity of the Marks.
26.9 WARRANTIES
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES
NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
26.10 ASSIGNMENT
Neither Party may assign or transfer (whether by operation of
law or otherwise) this Agreement (or any rights or obligations
hereunder) to a third party without the prior written consent
of the other Party provided that each Party may assign this
Agreement to a corporate affiliate or an entity under its
common control or an entity acquiring all or substantially all
of its assets or equity by providing prior written notice to
the other Party of such assignment or transfer. Any attempted
assignment or transfer that is not permitted is void AB INITIO.
Without limiting the generality of the foregoing, this
Agreement shall be binding upon and shall inure to the benefit
of the Parties' respective successors and assigns.
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26.11 DEFAULT
If either Party defaults in the payment of any amount due
hereunder, or if either Party violates any other provision of
this Agreement, and such default or violation shall continue
for thirty (30) CALENDAR days after written notice thereof, the
other Party may seek legal and/or regulatory relief. The
failure of either Party to enforce any of the provisions of
this Agreement or the waiver thereof in any instance shall not
be construed as a general waiver or relinquishment on its part
of any such provision, but the same shall, nevertheless, be and
remain in full force and effect.
26.12 DISCLAIMER OF AGENCY
Except for provisions herein expressly authorizing a Party to
act for another, nothing in this Agreement shall constitute a
Party as a legal representative or agent of the other Party,
nor shall a Party have the right or authority to assume, create
or incur any liability or any obligation of any kind, express
or implied, against or in the name or on behalf of the other
Party unless otherwise expressly permitted by such other Party.
Except as otherwise expressly provided in this Agreement, no
Party undertakes to perform any obligation of the other Party
whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's
business.
26.13 SEVERABILITY
In accordance with Section 1 of this Agreement, if one or more
of the provisions contained herein must be modified because of
changes in Existing Rules or modifications to arbitration
proceedings, the Parties will negotiate in good faith for
replacement language. If replacement language cannot be agreed
upon, either Party may seek regulatory intervention, including
negotiations pursuant to Sections 251 and 252 of the Act. In
all other respects, the provisions of this Agreement are not
severable.
26.14 NONDISCLOSURE
26.14.1 All information, including but not limited to
specifications, microfilm, photocopies, magnetic disks,
magnetic tapes, drawings, sketches, models, samples,
tools, technical information, data, employee records,
maps, financial reports, and market data, (i) furnished
by one Party to the other Party dealing with end user
specific, facility specific, or usage specific
information, other than end user information
communicated for the purpose of publication of
directory database inclusion, or (ii) in written,
graphic, electromagnetic, or other tangible form and
marked at the time of delivery as "Confidential" or
"Proprietary", or (iii) communicated and declared to
the receiving Party at the time of delivery, or by
written notice given to the receiving Party within ten
(10) business
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days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary
Information"), shall remain the property of the
disclosing Party. A Party who receives Proprietary
Information via an oral communication may request
written confirmation that the material is Proprietary
Information. A Party who delivers Proprietary
Information via an oral communication may request
written confirmation that the Party receiving the
information understands that the material is
Proprietary Information.
26.14.1.1 "Proprietary Information" also includes
information or data that is learned by one
Party by virtue of the operating relationship
between the Parties including while one Party
is on the premises (including leased
collocation space) of the other Party.
26.14.2 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.
26.14.3 Each Party shall keep all of the other Party's
Proprietary Information confidential and shall use the
other Party's Proprietary Information only in
connection with this Agreement. Neither Party shall
use the other Party's Proprietary Information for any
other purpose except upon such terms and conditions as
may be agreed upon between the Parties in writing.
Each Party shall use its best efforts to ensure that
its retail operations do not have access to, know of,
are permitted to obtain, are provided with, obtain
disclosure about or otherwise have communicated to it
any information defined as Proprietary Information.
26.14.4 Unless otherwise agreed, the obligations of
confidentiality and non-use set forth in this Agreement
do not apply to such Proprietary Information as:
26.14.4.1 was at the time of receipt already known to
the receiving Party free of any obligation to
keep it confidential evidenced by written
records prepared prior to delivery by the
disclosing Party; or
26.14.4.2 is or becomes publicly known through no
wrongful act of the receiving Party; or
26.14.4.3 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
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26.14.4.4 is independently developed by an employee,
agent, or contractor of the receiving Party
which individual is not involved in any
manner with the provision of services
pursuant to the Agreement and does not have
any direct or indirect access to the
Proprietary Information; or
26.14.4.5 is disclosed to a third person by the
disclosing Party without similar restrictions
on such third person's rights; or
26.14.4.6 is approved for release by written
authorization of the disclosing Party; or
26.14.4.7 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.
26.14.5 Effective Date Of This Section. Notwithstanding any
other provision of this Agreement, the Proprietary
Information provisions of this Agreement shall apply to
all information furnished by either Party to the other
in furtherance of the purpose of this Agreement, even
if furnished before the date of this Agreement.
26.15 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.
26.16 DISPUTE RESOLUTION
If any claim, controversy or dispute between the Parties, their
agents, employees, officers, directors or affiliated agents
("Dispute") cannot be settled through negotiation, it shall be
resolved by arbitration conducted by a single arbitrator
engaged in the practice of law, under the then current rules of
the American Arbitration Association ("AAA"). The Federal
Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall
govern the arbitrability of all Disputes. The arbitrator shall
not have authority to award punitive damages. All expedited
procedures prescribed by the AAA rules shall apply. The
arbitrator's award shall be final and binding and may be
entered in any court having jurisdiction thereof. The
prevailing Party, as determined by the arbitrator, shall be
entitled to an award of reasonable attorneys' fees and costs.
The arbitration shall occur in Denver, Colorado. Nothing in
this Section shall be construed to waive or limit either
Party's right to seek relief from the Commission or the Federal
Communications Commission as provided by state or federal law.
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No Dispute, regardless of the form of action, arising out of
this Agreement, may be brought by either Party more than two
(2) years after the cause of action accrues.
26.17 CONTROLLING LAW
This Agreement was negotiated by the Parties in accordance with
the terms of the Act and the laws of the state where service is
provided hereunder. It shall be interpreted solely in
accordance with the terms of the Act and the applicable state
law in the state where the service is provided.
26.18 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.
26.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
Neither Party shall be liable to the other for any costs
whatsoever resulting from the presence or release of any
environmental hazard that either Party did not introduce to the
affected work location. Both Parties shall defend and hold
harmless the other, its officers, directors and employees from
and against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from
(i) any environmental hazard that the indemnifying party, its
contractors or agents introduce to the work locations or (ii)
the presence or release of any environmental hazard for which
the indemnifying party is responsible under applicable law.
26.20 NOTICES
Any notices required by or concerning this Agreement shall be
sent to the Parties at the addresses shown below:
USWC
Director - Interconnection Compliance
1801 California Street, Room 2410
Denver, Colorado 80202
Copy to:
U S WEST Law Department
General Counsel
1801 California Street, Room 5100
Denver, Colorado 80202
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ACI
Eric Geis
8787 Complex Drive
Suite 200
San Diego, CA 92123
Each Party shall inform the other of any changes in the above
addresses.
26.21 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.
26.22 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.
26.23 REFERENCED DOCUMENTS
All references to Sections or Appendices shall be deemed to be
references to Sections of, and Appendices to, this Agreement
unless the context shall otherwise require. Whenever any
provision of this Agreement refers to a technical reference,
technical publication, ACI practice, USWC practice, any
publication of telecommunications industry administrative or
technical standards, or any other document specifically
incorporated into this Agreement, it will be deemed to be a
reference to the most recent version or edition (including any
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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,
ACI practice, USWC practice, or publication of industry
standards.
26.24 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.
26.25 AMENDMENT
ACI and USWC may mutually agree to amend this Agreement in
writing. Since it is possible that amendments to this
Agreement may be needed to fully satisfy the purposes and
objectives of this Agreement, the Parties agree to work
cooperatively, promptly and in good faith to negotiate and
implement any such additions, changes and corrections to this
Agreement.
26.26 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.
26.27 HEADINGS OF NO FORCE OR EFFECT
The headings of 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.
26.28 CANCELLATION CHARGES
Except as provided pursuant to a Network Element, Bona Fide
Request, or as otherwise provided in any applicable Tariff or
contract referenced herein, no cancellation charges shall
apply.
26.29 REGULATORY APPROVAL
The Parties understand and agree that this Agreement will be
filed with the Commission and may thereafter be filed with the
FCC and shall, at all times, be subject to review by the
Commission or the FCC. In the event any such review rejects
any portion of this Agreement, renders it inoperable or creates
any ambiguity of requirement for further amendment, the Parties
agree to meet and negotiate in good faith to arrive at a
mutually acceptable modification.
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26.30 COMPLIANCE
Each Party shall comply with all applicable federal, state, and
local laws, rules and regulations applicable to its performance
under this Agreement.
26.31 COMPLIANCE WITH THE COMMUNICATIONS LAW ENFORCEMENT ACT OF 1994
("CALEA")
Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this
Agreement comply with CALEA. Each Party shall indemnify and
hold the other Party harmless from any and all penalties
imposed upon the other Party for such noncompliance and shall
at the non-compliant Party's sole cost and expense, modify or
replace any equipment, facilities or services provided to the
other Party under this Agreement to ensure that such equipment,
facilities and services fully comply with CALEA.
26.32 COOPERATION
The Parties agree that this Agreement involves the provision of
USWC services in ways such services were not previously
available and the introduction of new processes and procedures
to provide and bill such services. Accordingly, the Parties
agree to work jointly and cooperatively in testing and
implementing processes for pre-ordering, ordering, maintenance,
provisioning and billing and in reasonably resolving issues
which result from such implementation on a timely basis.
26.33 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
Parties and supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings,
proposals and undertakings with respect to the subject matter
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
ACI U S WEST COMMUNICATIONS, INC.
- -------------------------------- --------------------------------
Signature Signature
- -------------------------------- --------------------------------
Name Printed/Typed Name Printed/Typed
- -------------------------------- --------------------------------
Title Title
- -------------------------------- --------------------------------
Date Date
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APPENDIX A
<PAGE>
SCHEDULE TO EXHIBIT 10.2
The Registrant has entered into Interconnection Agreements in substantially the
same form as attached hereto for the following states: Arizona, Colorado,
Minnesota and Oregon. These agreements are substantially identical in all
material respects except as to the following:
DATE OF AGREEMENT August 27, 1998
APPENDIX A:
For Arizona, Colorado, Minnesota and Oregon, respectively, replace Appendix A
in its entirety as follows:
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FOR ARIZONA:
Replace Appendix A in its entirety as follows:
APPENDIX A
ARIZONA
These rates reflect the final Arizona Cost Docket Rates Number U-3021-96-448 et
al. In the event that ACI wishes to order an element described in this
Agreement but not contained in Docket U-3021-96-448, the following will be
applicable. For Interconnection, Resold Services and Unbundled Network
Elements, ACI and USWC agree to use state-specified permanent rates where
established, or where no state-specified permanent rate exists, the Parties
agree to use the state-specified interim rates where established. Where no
state-specified permanent or interim rates exist, the Parties agree to use the
ordered and approved AT&T rates as interim rates until such time as the state
Commission issues an order implementing approved permanent or interim rates.
Where no state-specific or approved AT&T rates exist, USWC TELRIC rates will be
used. Upon issuance of an order by the state Commission setting state-specified
permanent rates, USWC will move ACI to such approved rates for those states and
true up the amounts charged to that point under state interim rates, AT&T
approved rates or USWC TELRIC rates, from the effective date of the agreement.
If either state-specified interim or permanent or approved AT&T rates are later
modified upon appeal, on a retroactive basis, a true up will occur. For
purposes of this Agreement, "Rates" include rate structure.
<TABLE>
<S> <C> <C>
1 RESALE
1.1 Services not available for Resale
- Customer Premises Equipment (separately or in a package)
- Enhanced Services
- Inside Wire (including installation, sale or maintenance)
- USW Calling Card
- Concession Service
- Promotions of less than 90 days
1.2 Except as qualified below, all USW Telecommunications Services
shall be available for Resale at the following discounts:
Basic Residential Line Service: 12% discount
Basic Business Line Service: 18% discount
All other USW Telecommunication Services: 18% discount
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1.2.1 The following services are available only to the same
class of customer eligible to purchase that service
from USW:
- Grandfathered
- Residence
- Lifeline/Link-up
1.2.2 The following services are available for resale under
this Agreement but are not included in the wholesale
pricing reflected above:
- Public Access Lines
- Private Line used for Special Access
1.2.3 IntraLATA Toll Charges - [Co-Provider] shall have its
choice of obtaining USW provided intraLATA toll for
resale at an 18% discount or, in Arizona, providing
its own intraLATA toll. Whichever toll provisioning
arrangement [Co-Provider] selects (either USW provided
or intraLATA toll self provisioned by [Co-Provider])
shall apply uniformly to all lines resold by
[Co-Provider].
<CAPTION>
1.3 Customer Transfer Charge NONRECURRING
<S> <C>
The following nonrecurring charges apply when converting a USW
account to a [Co-Provider] account or when changing an end user
from one Reseller to another.
1.3.1 POTS Service, per line
Residence $5.00
Business $5.00
1.3.2 Private Line Transport Services
First Circuit 45.08*
Additional Circuit, per circuit, same CSR 31.19*
1.3.3 Advanced Communications Services, per circuit 50.48*
*USW regional rate
1.4 Product Specific Nonrecurring Charge: As set forth in USW
tariffs, the product specific nonrecurring charges, discounted by 18%,
will apply when additional lines or trunks are added or when the end
user adds features or services to existing lines or trunks.
<CAPTION>
2 RECIPROCAL TRAFFIC EXCHANGE
RECURRING NONRECURRING
<S> <C> <C>
2.1 Entrance Facilities
2.1.1 DS1 $89.42 $256.87
2.1.2 DS3 $357.16 $256.87
2.2 LIS EICT
2.2.1 DS1 $4.28 $256.87
2.2.2 DS3 $14.98 $269.78
<CAPTION>
2.3 Direct Trunked Transport FIXED PER MILE NONRECURRING
<S> <C> <C> <S>
Page 114
<PAGE>
2.3.1 DS1 0 Miles $0 $0 $0
DS1 Over 0 to 8 Miles $35.98 $0.65
DS1 Over 8 to 25 Miles $35.99 $0.94
DS1 Over 25 to 50 Miles $38.00 $1.75
DS1 Over 50 Miles $36.00 $1.57
2.3.2 DS3 0 Miles $0 $0 $0
DS3 Over 0 to 8 Miles $243.17 $13.32
DS3 Over 8 to 25 Miles $246.16 $15.90
DS3 Over 25 to 50 Miles $250.66 $22.91
DS3 Over 50 Miles $249.26 $22.49
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
2.3.3 Multiplexing, DS3 to DS1 $196.85 $164.00
2.4 Local Traffic
2.4.1 Call Termination
End office call termination, per minute of use $0.002800
2.4.2 Tandem Switched Transport
(H)2.4.2.1 Tandem Switching, per MOU $0.001400
2.4.2.2 Tandem Transmission, per MOU, all mileage bands $0.000880
<CAPTION>
<S> <C>
2.5 Cancellation Charge (LIS Trunks) Applicable State Switched Access
Tariff
2.6 Expedite Charge (LIS Trunks) Applicable State Switched Access
Tariff
2.7 Construction Charges ICB ICB
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
2.8 Stranded Capacity Charge
DS1 See DS1 Direct Applicable DS1
Trunked Transport Private Line
recurring charge Transport
(fixed and per Service Tariff
mile) for 10 nonrecurring
years charge.
DS3 See DS3 Direct Applicable DS3
Trunked Transport Private Line
recurring charge Transport
(fixed and per Service Tariff
mile) for 10 nonrecurring
years charge.
Page 115
<PAGE>
<CAPTION>
<S> <C>
2.9 Trunk Utilization Charge See the above DS1 Direct Trunked
Transport rates
2.10 IntraLATA Toll USW State Switched Access Tariff
2.11 Transit Traffic
2.11.1 Local Transit See Tandem Switching and Tandem
Transmission rates
2.11.2 IntraLATA Toll USW Switched Access Tariff
2.11.3 Jointly Provided Switched Access Applicable Switched AccessTariff
<CAPTION>
3 COLLOCATION RECURRING NONRECURRING
<S> <C> <C>
3.1 All Collocation
3.1.1 Quote Preparation Fee 2111.51
3.1.2 Collocation Entrance Facility, per fiber 1.52 1184.74
3.1.3 Collocation Entrance
Manhole, per month, per manhole 13.81
Handhole, per month, per handhole 7.61
3.1.4 Conduit/Innerduct POI to vault, per foot .21
3.1.5 Core drill, per occurrence 181.57
3.1.6 Riser, vault to equipment, per foot .24
3.1.7 Fiber Optic cable, per 24., per foot .03
3.1.8 Fiber placement in conduit and riser, per foot .83
3.1.9 Cooper 25 pair, per foot .008
3.1.10 Copper splicing, per splice 45.64
3.1.11 Copper placement conduit and riser, per foot .83
3.1.12 Coax placement, per foot .10
3.1.13 Cable Splicing
Per set-up 375.40
Per fiber spliced 15.79
3.1.14 -48 Volt DC power, per ampere 12.89
3.1.15 -48 Volt DC Power, per foot, per A and B feeder
20 Amps .21 59.14
40 Amps .29 80.69
60 Amps .35 95.34
100 Amps .22 133.28
200 Amps .35 208.78
300 Amps .48 288.33
400 Amps .62 372.89
3.1.16 AC Power, per Watt, per month .03
<CAPTION>
REGULAR AFTER
HOURS HOURS
<S> <C> <C>
3.1.17 Inspector Labor, per half hour, minimum 4 hours 24.49 36.24
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
Page 116
<PAGE>
3.1.18 SPOT Frame, Block Terminations
DS0 1.29 636.68
DS1 .78 465.73
DS3 .43 254.90
3.1.19 SPOT Frame, Per Termination
DS0 .01 5.19
DS1 .02 12.29
DS3 .31 186.25
3.1.20 Security, Per employee, Per C.O. 6.40
3.1.21 Heating and Air Conditioning ICB ICB
3.1.22 Cable Racking
DS0 .52
DS1 1.04
DS3 .67
3.1.23 Channel Regeneration
3.1.23.1 DS1 Regeneration 6.30 0
3.1.23.2 DS3 Regeneration 41.32 0
<CAPTION>
REGULAR AFTER
HOURS HOURS
<S> <C> <C>
3.2 Virtual Collocation
3.2.1 Maintenance Labor, per half hour 22.20 31.57
3.2.2 Training Labor, per half hour 23.95
3.2.3 Engineering, per half hour 24.55 35.25
3.2.4 Installation, per half hour 23.73 33.20
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
3.2.5 Equipment Bay-recurring, per shelf 6.41
3.3 Physical Collocation
3.3.1 Cage Enclosure ICB ICB
3.3.2 Floor Space Lease
Zone 1 2.75
Zone 2 2.28
Zone 3 2.06
3.3.3 Back up AC Power, per foot
20 Amp, Single Phase .02 9.78
20 Amp, Three Phase .02 11.08
30 Amp, Single Phase .02 10.21
30 Amp, Three Phase .02 12.38
40 Amp, Single Phase .02 11.23
40 Amp, Three Phase .02 13.82
50 Amp, Single Phase .02 12.52
50 Amp, Three Phase .03 15.74
60 Amp, Single Phase .02 13.58
60 Amp, Three Phase .03 17.46
100 Amp, Single Phase .03 15.78
100 Amp, Three Phase .04 22.18
Page 117
<PAGE>
3.3.4 Grounding
2/0 AWG .1194 5.97
1/0 AWG .1763 8.82
4/0 AWG .2096 10.48
350 kcmil .3228 16.14
500 kcmil .3765 18.83
750 kcmil .4672 23.36
3.3.5 Humidification, per leased physical space 28.03
3.4 Common Physical Collocation See the Physical Collocation
rates above, without the cage
Enclosure or Grounding rates.
<CAPTION>
4 UNBUNDLED NETWORK ELEMENTS RECURRING NONRECURRING
<S> <C> <C>
4.1 Expanded Interconnection Channel Termination
4.1.1 EICT Per Termination
DS0 2 wire .44 383.30
DS0 4 wire .86 383.30
DS1 Per each Termination 4.28 256.87
DS3 Per each Termination 14.98 269.78
<CAPTION>
FIXED PER MILE NONRECURRING
<S> <C> <C> <C>
4.2 Unbundled Dedicated Interoffice Transport (UDIT)
4.2.1 DS1 UDIT $302.91
DS1 0 Miles $0 $0
DS1 Over 0 to 8 Miles $35.98 $0.65
DS1 Over 8 to 25 Miles $35.99 $0.94
DS1 Over 25 to 50 Miles $36.00 $1.75
DS1 Over 50 Miles $36.00 $1.59
4.2.2 DS3 UDIT $302.91
DS3 0 Miles $0 $0
DS3 Over 0 to 8 Miles $243.17 $13.32
DS3 Over 8 to 25 Miles $246.15 $15.90
DS3 Over 25 to 50 Miles $250.66 $22.91
DS3 Over 50 Miles $249.26 $22.49
4.2.3 DS0 UDIT Under
Development
DS0 0 Miles 0 0
DS0 Over 0 to 8 Miles 5.05 0
DS0 Over 8 to 25 Miles 5.05 0
DS0 Over 25 to 50 Miles 5.05 0
DS0 Over 50 Miles 5.05 0
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
DS0 UDIT Low Side Channelization Under
Development
Page 118
<PAGE>
4.2.4 Multiplexing
DS3 to DS1 196.85 164.00
DS1 to DS0 200.08 289.37
4.2.5 DS1/DS0 Low Side Channelization Under
Development
4.3 Unbundled Customer Controlled Rearrangement Element (UCCRE)
4.3.1 DS1 Port Under
Development
4.3.2 DS3 Port Under
Development
4.3.3 Network Controller Under
Development
4.3.4 Dial Up Access Under
Development
4.3.6 DS1 Under
Development
4.3.7 DS3 Under
Development
4.3.8 Virtual Ports Under
Development
4.3.9 Basic Installation Under
Development
4.4 Unbundled Loops
4.4.1 Analog Loops
4.4.1.1 2-wire voice grade $21.98
4.4.1.2 4wire voice grade $22.90
4.4.2 Non-loaded Loops
4.4.2.1 2-wire Non-loaded Loop $21.98
4.4.2.2 4-wire Non-loaded Loop $22.90
4.4.2.3 Unloading/Conditioning Charge $114.80
4.4.3 Digital Capable Loops
4.4.3.1 Basic rate ISDN capable Loop 21.98
4.4.3.2 DS1 capable Loop 89.42
4.4.3.3 Regeneration
DS1 12.60
DS3 82.63
4.4.3.4 Extension Technology $6.75
4.4.4 Loop Installation Charges
4.4.4.1 Basic Installation
First DS1 Installation 482.00
First Analog Installation 45.92
Each Additional Analog Installation 40.92
Residence 2-wire 40.92
Business - 2-wire 45.92
Residence 4-wire 41.81
Business 4-wire 46.92
Page 119
<PAGE>
4.4.4.2 Coordinated Installation Without Cooperative Testing
First Analog Loop 118.05
Each Additional Analog Loop 59.75
4.4.4.3 Basic Installation With Performance Testing
First Analog Loop 146.06
Each Additional Analog Loop 89.26
4.4.4.4 Coordinated Installation With Cooperative Testing
First Analog Loop 194.22
Each Additional Analog Loop 137.93
4.5 Network Interface Device (NID) $0.58 $30.00
4.6 Tandem Switching
DS1 Port Under
Development
Trunk Group/Member Under
Development
Per minute of Use 0.0014
4.7 Local Switching
4.7.1 Analog Line Side Port $1.61 $42.58*
Vertical Features
Feature Package 1 $1.03
Feature Package 2 $5.31
*If Loop and Switching are ordered together, this
nonrecurring charge does not apply.
4.7.2 Digital Line Side Port (Supporting BRI ISDN) 18.84
Nonrecurring, first Port 94.09
Nonrecurring, each additional Port 94.04
Vertical Feature Package 3 Under
Development
Common Block, establish 118.47
Common Block, features 327.05
4.7.3 Digital Trunk Ports
4.7.3.1 DS1 Local Message Trunk Port Under Under
(Supporting Local Message Traffic) Development Development
4.7.3.2 Message Trunk Group Under Under
Development Development
4.7.3.3 DS1 Trunk Port Under Under
(Supporting DID/DOD/PB X) Development Development
4.7.3.4 Digital PRI ISDN Trunk Port Under Under
Development Development
4.7.4 DS0 Analog Trunk Port ICB ICB
4.7.5 Local originating usage, per minute of use .0028
4.8 Customized Routing
4.8.1 Development of Custom Line Class Code ICB
4.8.2 Installation Charge, per switch ICB
4.8.3 Local Message Routing ICB
Page 120
<PAGE>
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C>
4.9 Common Channel Signalling/SS7
4.9.1 STP Port $425.00 Under
Development
4.9.2 Options Activation Charge
4.9.2.1 Basic Translations
First Point Code Under
Development
Each Additional Point Code Under
Development
4.9.2.2 Database Translations
First Point Code Under
Development
Each Additional Point Code Under
Development
4.9.3 Signal Formulation, per Signaling message Under
Development
4.9.4 Signal Transport, per Signaling message Under
Development
4.9.5 Signal Switching, per Signalling message Under
Development
4.10 Construction Charges ICB ICB
<CAPTION>
5 INTERIM NUMBER PORTABILITY RECURRING NONRECURRING
<S> <C> <C> <C> <C>
5.1 Number Ported NA $4.47
5.2 Additional Call Path NA
5.3 Service Establishment, per route, per switch $20.65
5.4 Service Establishment, additional number ported or changes to existing $3.32
numbers, per number ported
5.5 Coordinated Out of Hours Cut Under
Development
6 LOCAL NUMBER PORTABILITY
6.1 LNP Queries FCC Tariff #5
7 911/E911 No Charge
8 DIRECTORY ASSISTANCE
8.1 Regional Directory Assistance, per call $0.34
8.2 National Directory Assistance, per call $0.385
8.3 Custom Call Branding, setup and recording Under
Development
8.4 Call Completion, per call Under
Development
8.5 Call Completion Link, per call Under
Development
9 WHITE PAGES DIRECTORY LISTINGS
9.1 Primary Listing No Charge
Page 121
<PAGE>
9.2 Premium/Privacy Listing General Exchange Tariff Rate, less
wholesale discount
10 DIRECTORY ASSISTANCE LIST INFORMATION
10.1 Initial Database Load, per Listing $0.05
10.2 Reload of Database, per Listing 20% Discount off
of Initial Load
10.3 Daily Updates, per Listing $0.06
10.4 One-time Set Up Free $64.06/hour
10.5 Media Charges for File Delivery
10.5.1 Electronic transmission $0.002
10.5.2 Tapes (charges only apply if this is selected as the normal delivery $30/tape
medium for daily updates)
10.5.3 Shipping Charges (for tape delivery) Actual rate
charged by
carrier selected
11 TOLL AND ASSISTANCE OPERATOR SERVICES
11.1 Option A - Per Message
Operator Handled Calling Card $0.46
Machine Handled Call $0.18
Station Call $0.84
Person Call $2.05
Connect to Directory Assistance $0.55
Busy Line Verify $0.72
Busy Line Interrupt $0.87
Operator Assistance $0.36
11.2 Option B - Per Operator Work Second and Computer Handled Calls
Operator Handled, per operator work second $.0200
Machine Handled, per call $0.13
12 ADVANCED INTELLIGENT NETWORK (AIN)
12.1 AIN Service Creation Environment ICB
12.2 Access to AIN Operational Support Systems/Service Management Under Under
Development Development
12.3 AIN Query Processing, per query Under
Development
13 LINE INFORMATION DATABASE (LIDB)
13.1 LIDB Storage Under
Development
13.2 Line Validation Administration System Access (LVAS) Under
Development
13.2.1 LIDB Line Record Initial Load Under
Development
13.2.2 Mechanized Service Account Update, per addition or update Under
Development
13.2.3 Individual Line Record Audit Under
Development
13.2.4 Account Group Audit Under
Development
Page 122
<PAGE>
13.2.5 Expedited Request Charge for Manual Updates Under
Development
13.3 LIDB Query Service, per query Under
Development
13.4 Fraud Alert Notification, per alert Under
Development
14 ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS OF WAY
14.1 Pole Inquiry Fee, per mile $114.00
14.2 Innerduct Inquiry Fee, per mile $171.00
14.3 Field Verification Fee ICB
14.4 Make-Ready Work ICB
14.5 Pole Attachment Fee, per foot, per year $2.85
14.6 Innerduct Occupancy Fee, per foot, per year - Large City Urban $2.12
14.7 Innerduct Occupancy Fee, per foot, per year - Urban $2.09
14.8 Innerduct Occupancy Fee, per foot, per year - Rural & Suburban
15 8XX DATABASE QUERY SERVICE
15.1 Per Query $0.00117966
15.2 POTS Translation $0.00005115
15.3 Call Handling & Destination Feature $0.00004194
16 ICNAM, PER QUERY $0.016
17 BONA FIDE REQUEST PROCESS
17.1 Processing Fee $2.128.00
18 CONSTRUCTION CHARGES ICB ICB
19 DAILY USAGE RECORD FILE, PER RECORD $.0011
20 Category 11 Mechanized Record Charge, per record $.0025
</TABLE>
Page 123
<PAGE>
FOR COLORADO:
Replace Appendix A in its entirety as follows:
APPENDIX A
COLORADO
At the time of signature of this Agreement, all rates shall be in accordance
with current Colorado tariff.
However, for Interconnection, Resold Services and Unbundled Network Elements,
ACI and U S WEST agree to use state-specified permanent rates where established,
or where no state-specified permanent rate exists, the Parties agree to use the
state-specified interim rates where established. Where no state-specified
permanent or interim rates exist, the Parties agree to use the ordered and
approved AT&T rates as interim rates until such time as the state Commission
issues an order implementing approved permanent or interim rates. Where no
state-specified or approved AT&T rates exist, U S WEST TELRIC rates will be
used. Upon issuance of an order by the state Commission setting state-specified
permanent rates, U S WEST will move ACI to such approved rates for those states
and true up the amounts charged to that point under state interim rates, AT&T
approved rates or U S WEST TELRIC rates, from the effective date of the
agreement. If either state-specified interim or permanent or approved AT&T
rates are later modified on appeal, on a retroactive basis, a true up will
occur. For purposes of this Agreement, "Rates" include rate structure.
Page 124
<PAGE>
FOR MINNESOTA:
Replace Appendix A in its entirety as follows:
APPENDIX A
MINNESOTA
For Interconnection, Resold Services and Unbundled Network Elements, ACI and U S
WEST agree to use state-specified permanent rates where established, or where no
state-specified permanent rate exists, the Parties agree to use the state-
specified interim rates where established. Where no state-specified permanent
or interim rates exist, the Parties agree to use the ordered and approved AT&T
rates as interim rates until such time as the state Commission issues an order
implementing approved permanent or interim rates. Where no state-specified or
approved AT&T rates exist, U S WEST TELRIC rates will be used. Upon issuance of
an order by the state Commission setting state-specified permanent rates, U S
WEST will move ACI to such approved rates for those states and true up the
amounts charged to that point under state interim rates, AT&T approved rates or
U S WEST TELRIC rates, from the effective date of the agreement. If either
state-specified interim or permanent or approved AT&T rates are later modified
on appeal, on a retroactive basis, a true up will occur. For purposes of this
Agreement, "Rates" include rate structure.
Page 125
<PAGE>
In accordance with the above paragraph the following rates reflect AT&T
arbitrated rates, and where no AT&T arbitrated rates exist then U S WEST
TELRIC rates were included.
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
1 RESALE
- -------------------------------------------------------------------------------
1.1 Services not available for Resale
- Customer Premises Equipment (separately or in a package)
- Enhanced Services
- Inside Wire (including installation, sale or maintenance)
- USW Calling Card
- Concession Service
- Promotions of less than 90 days
1.2 Except as qualified below, all USW Telecommunications
Services shall be available for Resale at the following
discounts:
Basic Residential Line Service: 12% discount
Basic Business Line Service: 18% discount
All other USW Telecommunication Services: 18% discount
1.2.1 The following services are available only to the
same class of customer eligible to purchase that
service from USW:
- Grandfathered
- Residence
- Lifeline/Link-up
1.2.2 The following services are available for resale
under this Agreement but are not included in the
wholesale pricing reflected above:
- Public Access Lines
- Private Line used for Special Access
1.2.3 IntraLATA Toll Charges -[Co-Provider] shall have its
choice of obtaining USW provided intraLATA toll for
resale at an 18% discount or, in Arizona, providing
its own intraLATA toll. Whichever toll provisioning
arrangement [Co-Provider] selects (either USW provided
or intraLATA toll self provisioned by [Co-Provider])
shall apply uniformly to all lines resold by
[Co-Provider].
1.3 Customer Transfer Charge
The following nonrecurring charges apply when
converting a USW account to a [Co-Provider] account
or when changing an end user from one Reseller to
another.
1.3.1 POTS CTC
1(st) line, Mechanized $14.56*
Additional line, Mechanized $6.57*
1st line, Manual $27.52*
Additional line, Manual $7.12*
Page 126
<PAGE>
1.3.2 Private Line Transport Services
1(st) Circuit 45.08*
Additional Circuit, per circuit, same
CSR 31.19*
1.3.3 Advanced Communications Services, per
circuit 50.48*
*USW regional rate
1.4 Product Specific Nonrecurring Charge: As set
forth in USW tariffs, the product specific
nonrecurring charges, without discount, will
apply when additional lines or trunks are added
or when the end user adds features or services to
existing lines or trunks.
<CAPTION>
- -------------------------------------------------------------------------------
2 RECIPROCAL TRAFFIC EXCHANGE
- -------------------------------------------------------------------------------
RECURRING NONRECURRING
<S> <C> <C> <C> <C>
2.1 Entrance Facilities
2.1.1 DS1 $104.09 $543.44
2.1.2 DS3 $417.86 $644.64
2.2 LIS EICT
2.2.1 DS1 $9.29 $200.00
2.2.2 DS3 $32.53 $300.00
<CAPTION>
2.3 Direct Trunked Transport FIXED PER MILE NONRECURRING
<S> <C> <C> <C> <C>
2.3.1 DS1 0 Miles $0 $0 0
DS1 Over 0 to 8 Miles $42.11 $0.60
DS1 Over 8 to 25 Miles $42.11 $0.68
DS1 Over 25 to 50 Miles $42.12 $1.96
DS1 Over 50 Miles $42.11 $1.11
2.3.2 DS3 0 Miles $0 $0 0
DS3 Over 0 to 8 Miles $286.44 $12.50
DS3 Over 8 to 25 Miles $287.06 $12.62
DS3 Over 25 to 50 Miles $293.13 $26.36
DS3 Over 50 Miles $268.78 $16.53
RECURRING NONRECURRING
2.3.3 Multiplexing, DS3 to DS1 $236.06 $403.25
2.4 Local Traffic
2.4.1 Call Termination
End office call termination, per
minute of use $0.002600
2.4.2 Tandem Switched Transport
2.4.2.1 Tandem Switching, per MOU $0.001828
2.4.2.2 Tandem Transmission, per
MOU FIXED PER MILE
0 Miles $0 $0
Page 127
<PAGE>
Over 0 to 8 Miles $0.000413 $0.000008
Over 8 to 25 Miles $0.000412 $0.000007
Over 25 to 50 Miles $0.000407 $0.000011
Over 50 Miles $0.000409 $0.000013
2.5 Cancellation Charge (LIS Trunks) Applicable State Switched
Access Tariff
2.6 Expedite Charge (LIS Trunks) Applicable State Switched
Access Tariff
2.7 Construction Charges ICB ICB
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C> <C>
2.8 Stranded Capacity Charge
DS1 See DS1 Applicable
Direct DS1 Private
Trunked Line
Transport Transport
recurring Service
charge Tariff
(fixed and nonrecurring
per mile) charge.
for 11 years
DS3 See DS3 Applicable
Direct DS3 Private
Trunked Line
Transport Transport
recurring Service
charge Tariff
(fixed and nonrecurring
per mile) charge
for 11
years.
2.9 Trunk Utilization Charge See the above DS1 Direct
Trunked Transport rates
2.10 IntraLATA Toll USW State Switched Access
Tariff
2.11 Transit Traffic
2.11.1 Local Transit See Tandem Switching and
Tandem Transmission rates
above.
2.11.2 IntraLATA Toll USW Switched Access Tariff
2.11.3 Jointly Provided Switched Applicable Switched Access
Access Tariff
<CAPTION>
- -------------------------------------------------------------------------------
3 COLLOCATION RECURRING NONRECURRING
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3.1 All Collocation
3.1.1 Quote Preparation Fee 2172.83
3.1.2 Collocation Entrance Facility, 1.68 1548.27
per fiber
3.1.3 Cable Splicing
Per set-up 471.82
Per fiber spliced 37.72
3.1.4 -48 Volt DC Power, per ampere 19.57
3.1.5 -48 Volt DC Power Cable, Per
Foot, per A and B feeder
20 Amp Feed .22 69.78
40 Amp Feed .30 94.62
60 Amp Feed .34 106.57
100 Amp Feed .25 146.28
Page 128
<PAGE>
200 Amp Feed .39 229.15
300 Amp Feed .54 316.47
400 Amp Feed .69 409.28
REGULAR AFTER
HOURS HOURS
3.1.6 Inspector Labor, per half hour,
minimum 4 hours 27.58 35.84
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C> <C>
3.1.7 SPOT Frame, Per Termination
DS0 .02 5.34
DS1 .02 12.64
DS3 .30 191.66
3.1.8 SPOT Frame, Block Terminations
DS0, Per 100 2.04 637.10
DS1, Per 28 .75 464.20
DS3, Per each Termination .41 257.78
3.1.9 Security, Per employee, Per C.O. 6.69
3.1.10 Heating and Air Conditioning ICB ICB
3.1.11 Cable Racking
DS0 .52
DS1 1.04
DS3 .61
3.1.12 Channel Regeneration
3.1.12.1 DS1 Regeneration 0
3.1.12.2 DS3 Regeneration 0
REGULAR AFTER
HOURS HOURS
3.2 Virtual Collocation
3.2.1 Maintenance Labor, per 1/2 hour 24.44 32.50
3.2.2 Training Labor, per 1/2 hour 24.44
3.2.3 Engineering, per 1/2 hour 23.83 31.88
3.2.4 Installation, per 1/2 hour 27.58 35.84
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C> <C> <C>
3.2.5 Equipment Bay - recurring, per
shelf 8.25
3.3 Physical Collocation
3.3.1 Cage Enclosure ICB ICB
3.3.2 Floor Space Lease, per square foot 6.24
3.3.3 Backup AC Power, per foot
Page 129
<PAGE>
20 Amp, Single Phase .02 10.74
20 Amp, Three Phase .02 12.16
30 Amp, Single Phase .02 11.21
30 Amp, Three Phase .02 13.59
40 Amp, Single Phase .02 12.33
40 Amp, Three Phase .03 15.17
50 Amp, Single Phase .02 13.74
50 Amp, Three Phase .03 17.27
60 Amp, Single Phase .03 14.90
60 Amp, Three Phase .03 19.16
100 Amp, Single Phase .03 17.32
100 Amp, Three Phase .04 24.34
3.3.4 Grounding
2 AWG .1336 6.55
1/0 AWG .1970 9.68
4/0 AWG .2343 11.50
350 kcmil .3610 17.72
500 kcmil .4209 20.66
750 kcmil .5224 25.64
3.4 Common Physical Collocation See the Physical
Collocation rates above,
without the cage
Enclosure or Grounding
rates.
<CAPTION>
- -------------------------------------------------------------------------------
4 UNBUNDLED NETWORK ELEMENTS RECURRING NONRECURRING
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.1 Expanded Interconnection Channel Termination
4.1.1 EICT Per Termination
DS0 2 wire .51
DS0 4 wire 1.29
DS1 Per each Termination 1.29
DS3 Per each Termination 17.24
<CAPTION>
FIXED PER MILE NONRECURRING
<S> <C> <C> <C> <C>
4.2 Unbundled Dedicated
Interoffice Transport (UDIT)
4.2.1 DS1 UDIT $302.91
DS1 0 Miles 0 $0
DS1 Over 0 to 8 Miles 42.11 .60
DS1 Over 8 to 25 Miles 42.11 .68
DS1 Over 25 to 50 Miles 42.11 1.96
DS1 Over 50 Miles 42.11 1.11
4.2.2 DS3 UDIT $302.91
DS3 0 Miles 0 0
DS3 Over 0 to 8 Miles 286.44 12.50
DS3 Over 8 to 25 Miles 287.06 12.62
DS3 Over 25 to 50 Miles 293.13 26.36
DS3 Over 50 Miles 268.78 16.53
4.2.3 DS0 UDIT Under
Development
DS0 0 Miles 0 0
Page 130
<PAGE>
DS0 Over 0 to 8 Miles 21.18 .10
DS0 Over 8 to 25 Miles 21.17 .10
DS0 Over 25 to 50 Miles 21.17 .15
DS0 Over 50 Miles 21.19 .20
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C> <C> <C>
DS0 UDIT Low Side Under
Channelization Development
4.2.4 Multiplexing
DS3 to DS1 236.06 403.25
DS1 to DS0 225.98 Under
Development
4.2.5 DS1/DS0 Low Side Channelization Under
Development
4.3 Unbundled Customer Controlled
Rearrangement Element (UCCRE)
4.3.1 DS1 Port Under
Development
4.3.2 DS3 Port Under
Development
4.3.3 Network Controller Under
Development
4.3.4 Dial Up Access Under
Development
4.3.5 Attendant Access Under
Development
4.3.6 DS1 Under
Development
4.3.7 DS3 Under
Development
4.3.8 Virtual Ports Under
Development
4.3.9 Basic Installation Under
Development
4.4 Unbundled Loops
4.4.1 Analog Loops
4.4.1.1 2-wire voice grade 12.03
4.4.1.2 4-wire voice grade 12.03
4.4.2 Non-loaded Loops
4.4.2.1 2-wire Non-loaded Loop 12.03
4.4.2.2 4-wire Non-loaded Loop 12.03
4.4.2.3 Unloading/Conditioning Charge 114.80
4.4.3 Digital Capable Loops
4.4.3.1 Basic rate ISDN capable Loop 12.03
4.4.3.2 DS1 capable Loop 104.09
4.4.3.3 Regeneration
Page 131
<PAGE>
DS1 14.56 0
DS3 41.32 0
4.4.3.4 Extension Technology 6.75
4.4.4 Loop Installation Charges
4.4.4.1 Basic Installation
First DS1 Installation 543.44
First Analog 92.80
Each Additional Analog 0
4.4.4.2 Coordinated Installation
Without Cooperative Testing
First Analog Loop 121.51
Each Additional Analog Loop 61.48
4.4.4.3 Basic Installation With
Performance Testing
First Analog Loop 148.27
Each Additional Analog Loop 0
4.4.4.4 Coordinated Installation With
Cooperative Testing
First Analog Loop 198.53
Each Additional Analog Loop 0
4.5 Network Interface Device (NID) Not 62.12
Applicable
4.6 Tandem Switching
DS1 Port Under
Development
Trunk Group/Member Under
Development
Per minute of Use .0032
4.7 Local Switching
4.7.1 Analog Line Side Port 1.49
Nonrecurring, First Port 114.17
Nonrecurring, Each Additional 28.23
Port
Vertical Features
Feature Package 1 1.03
Feature Package 2 5.31
4.7.2 Digital Line Side Port 18.84
(Supporting BRI ISDN)
Nonrecurring, first Port 94.09
Nonrecurring, each additional 94.04
Port
Vertical Feature Package 3 Under
Development
Common Block, establish 118.47
Common Block, features 327.05
4.7.3 Digital Trunk Ports
4.7.3.1 DS1 Local Message Trunk Port Under Under
(Supporting Local Message Development Development
Traffic)
4.7.3.2 Message Trunk Group Under Under
Development Development
4.7.3.3 DS1 Trunk Port (Supporting Under Under
DID/DOD/PB X) Development Development
4.7.3.4 Digital PRI ISDN Trunk Port Under Under
Development Development
4.7.4 DS0 Analog Trunk Port ICB ICB
Page 132
<PAGE>
4.7.5 Local originating usage, per
minute of use .0026
4.8 Customized Routing
4.8.1 Development of Custom Line Class
Code ICB
4.8.2 Installation Charge, per switch ICB
4.8.3 Local Message Routing ICB
<CAPTION>
RECURRING NONRECURRING
<S> <C> <C> <C>
4.9 Common Channel Signalling/SS7
4.9.1 STP Port $425.00
4.9.2 Options Activation Charge
4.9.2.1 Basic Translations
First Point Code Under
Development
Each Additional Point Code Under
Development
4.9.2.2 Database Translations
First Point Code Under
Development
Each Additional Point Code Under
Development
4.9.3 Signal Formulation, per Signaling Under
message Development
4.9.4 Signal Transport, per Signaling Under
message Development
4.9.5 Signal Switching, per Signalling Under
message Development
4.10 Construction Charges ICB ICB
<CAPTION>
- -------------------------------------------------------------------------------
5 INTERIM NUMBER PORTABILITY RECURRING NONRECURRING
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5.1 RCF First Number Ported, per service order *
5.2 RCF Additional Number Port, per service
order *
5.3 RCF Service Establishment, per route, per
switch *
5.4 RCF Service Establishment, per service
order *
5.5 DID, per number Ported *
5.6 DID, Service Establishment, per route, per
switch *
5.7 DID Service Establishment, per service
order *
5.8 DNRI, per number Ported *
5.9 DNRI, Service Establishment, per route, per *
switch
5.10 DNRI, Service Establishment, per service *
order *
5.11 Coordinated Out of Hours Cut Under
Development
*INP Rates are subject to change pursuant to FCC
cost recovery guidelines or applicable
Commission ruling.
- --------------------------------------------------------------------------------
6 LOCAL NUMBER PORTABILITY
- --------------------------------------------------------------------------------
6.1 LNP Queries FCC Tariff #5
Page 133
<PAGE>
- --------------------------------------------------------------------------------
7 911/E911 No Charge
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8 DIRECTORY ASSISTANCE
- --------------------------------------------------------------------------------
8.1 Regional Directory Assistance, per call $0.34
8.2 National Directory Assistance, per call $0.385
8.3 Custom Call Branding, setup and recording Under
Development
8.4 Call Completion, per call Under
Development
8.5 Call Completion Link, per call Under
Development
- --------------------------------------------------------------------------------
9 WHITE PAGES DIRECTORY LISTINGS
- --------------------------------------------------------------------------------
9.1 Primary Listing No Charge
9.2 Premium/Privacy Listing General Exchange Tariff
Rate, less wholesale
discount
- --------------------------------------------------------------------------------
10 DIRECTORY ASSISTANCE LIST INFORMATION
- --------------------------------------------------------------------------------
10.1 Initial Database Load, per Listing $0.05
10.2 Reload of Database, per Listing 20% Discount
off of
Initial Load
10.3 Daily Updates, per Listing $0.06
10.4 One-time Set Up Free $64.06/hour
10.5 Media Charges for File Delivery
10.5.1 Electronic transmission $0.002
10.5.2 Tapes (charges only apply if this
is selected as the normal
delivery medium for daily
updates) $30/tape
10.5.3 Shipping Charges (for tape Actual rate
delivery) charged by
carrier
selected
- --------------------------------------------------------------------------------
11 TOLL AND ASSISTANCE OPERATOR SERVICES
- --------------------------------------------------------------------------------
11.1 Option A - Per Message
Operator Handled Calling Card $0.44
Machine Handled Call $0.20
Station Call $0.88
Person Call $2.13
Connect to Directory Assistance $0.45
Busy Line Verify $0.69
Busy Line Interrupt $0.84
Operator Assistance $0.36
11.2 Option B - Per Operator Work Second and
Computer Handled Calls
Operator Handled, per operator work second $.0252
Machine Handled, per call $0.16
- --------------------------------------------------------------------------------
12 ADVANCED INTELLIGENT NETWORK (AIN)
- --------------------------------------------------------------------------------
12.1 AIN Service Creation Environment ICB
12.2 Access to AIN Operational Support Under Under
Systems/Service Management Development Development
12.3 AIN Query Processing, per query Under
Development
Page 134
<PAGE>
- --------------------------------------------------------------------------------
13 LINE INFORMATION DATABASE (LIDB)
- --------------------------------------------------------------------------------
13.1 LIDB Storage Under
Development
13.2 Line Validation Administration System Under
Access (LVAS) Development
13.2.1 LIDB Line Record Initial Load Under
Development
13.2.2 Mechanized Service Account Under
Update, per addition or update Development
13.2.3 Individual Line Record Audit Under
Development
13.2.4 Account Group Audit Under
Development
13.2.5 Expedited Request Charge for Under
Manual Updates Development
13.3 LIDB Query Service, per query Under
Development
13.4 Fraud Alert Notification, per alert Under
Development
- --------------------------------------------------------------------------------
14 ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS OF WAY
- --------------------------------------------------------------------------------
14.1 Pole Inquiry Fee, per mile $114.00
14.2 Innerduct Inquiry Fee, per mile $171.00
14.3 Field Verification Fee ICB
14.4 Make-Ready Work ICB
14.5 Pole Attachment Fee, per foot, per year $2.00
14.6 Innerduct Occupancy Fee, per foot, per year
- Large City Urban $2.59
14.7 Innerduct Occupancy Fee, per foot, per year
- Urban $2.54
14.8 Innerduct Occupancy Fee, per foot, per year
- Rural & Suburban $2.46
- --------------------------------------------------------------------------------
15 8XX DATABASE QUERY SERVICE
- --------------------------------------------------------------------------------
15.1 Per Query $0.00121979
15.2 POTS Translation $0.00006570
15.3 Call Handling & Destination Feature $0.00005387
- --------------------------------------------------------------------------------
16 ICNAM, PER QUERY $0.016
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
17 BONA FIDE REQUEST PROCESS
- --------------------------------------------------------------------------------
17.1 Processing Fee $2.128.00
- --------------------------------------------------------------------------------
18 CONSTRUCTION CHARGES ICB ICB
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
19 DAILY USAGE RECORD FILE, PER RECORD $.0011
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
20 CATEGORY 11 MECHANIZED RECORD CHARGE, PER RECORD $.0025
- --------------------------------------------------------------------------------
</TABLE>
Page 135
<PAGE>
FOR OREGON:
Replace Appendix A in its entirety as follows:
APPENDIX A
OREGON
For Interconnection, Resold Services and Unbundled Network Elements, ACI and
U S WEST agree to use permanent rates as specified in the current Oregon
tariff, or where no state-specified permanent rate exists, the Parties agree
to use the state-specified interim rates where established. Where no
state-specified permanent or interim rates exist, the Parties agree to use
the ordered and approved AT&T rates as interim rates until such time as the
state Commission issues an order implementing approved permanent or interim
rates. Where no state-specified or approved AT&T rates exist, U S WEST
TELRIC rates will be used. Upon issuance of an order by the state Commission
setting state-specified permanent rates, U S WEST will move ACI to such
approved rates for those states and true up the amounts charged to that point
under state interim rates, AT&T approved rates or U S WEST TELRIC rates, from
the effective date of the agreement. If either state-specified interim or
permanent or approved AT&T rates are later modified on appeal, on a retroactive
basis, a true up will occur. For purposes of this Agreement, "Rates" include
rate structure.
PAGE 137
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 20,236
<SECURITIES> 133,703
<RECEIVABLES> 1,005
<ALLOWANCES> 30
<INVENTORY> 285
<CURRENT-ASSETS> 155,563
<PP&E> 3,636
<DEPRECIATION> 470
<TOTAL-ASSETS> 173,982
<CURRENT-LIABILITIES> 6,338
<BONDS> 152,115
0
17
<COMMON> 7
<OTHER-SE> 8,201
<TOTAL-LIABILITY-AND-EQUITY> 173,982
<SALES> 248
<TOTAL-REVENUES> 248
<CGS> 2,072
<TOTAL-COSTS> 2,072
<OTHER-EXPENSES> 14,547
<LOSS-PROVISION> 30
<INTEREST-EXPENSE> 1,501
<INCOME-PRETAX> (21,031)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21,031)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,031)
<EPS-PRIMARY> (9.49)
<EPS-DILUTED> (9.49)
</TABLE>
