<PAGE>
INTERCONNECTION
AGREEMENT
BETWEEN
U S WEST COMMUNICATIONS, INC.
AND
PAC-WEST TELECOMM, INC.
FOR
COLORADO
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. RECITALS......................................................................... 1
2. SCOPE OF AGREEMENT............................................................... 1
3. DEFINITIONS...................................................................... 2
4. RATES AND CHARGES GENERALLY...................................................... 7
5. RECIPROCAL TRAFFIC EXCHANGE...................................................... 7
5.1 Scope....................................................................... 7
5.2 Traffic Types............................................................... 8
5.3 Types of Exchanged Traffic.................................................. 9
5.4 Rate Structure.............................................................. 10
5.5 LIS Interface Code Availability And Optional Features....................... 13
5.6 Measuring Local Interconnection Minutes..................................... 14
5.7 Testing..................................................................... 14
5.8 Ordering.................................................................... 15
5.9 Billing Arrangements........................................................ 16
5.10 Mileage Measurement......................................................... 17
5.11 Construction Charges........................................................ 17
6. INTERCONNECTION.................................................................. 17
6.1 Definition.................................................................. 17
6.2 Mid-Span Meet POI and Mid-Span Meet Arrangements............................ 18
6.3 Collocation................................................................. 19
6.4 Entrance Facility........................................................... 19
6.5 Quality of Interconnection.................................................. 19
6.6 Points of Interface (POI)................................................... 19
</TABLE>
Page i
<PAGE>
<TABLE>
<S> <C>
6.7 Trunking Requirements....................................................... 20
6.8 Interconnection Forecasting................................................. 21
6.9 Service Interruptions....................................................... 22
7. COLLOCATION..................................................................... 23
7.1 General Description......................................................... 23
7.2 Virtual Collocation......................................................... 24
7.3 Physical Collocation........................................................ 25
7.4 Collocation Rate Elements................................................... 29
7.5 Collocation Installation Intervals.......................................... 32
7.6 Microwave Physical Collocation.............................................. 33
7.7 Common Collocation.......................................................... 41
8. UNBUNDLED ACCESS/ELEMENTS....................................................... 43
8.1 General Terms............................................................... 43
8.2 Description of Unbundled Elements........................................... 44
9. ANCILLARY SERVICES AND ARRANGEMENTS............................................. 52
9.1 Signaling Access to Call-Related Databases.................................. 52
9.2 Interim Number Portability.................................................. 53
9.3 911/E-911 Service........................................................... 58
9.4 Directory Assistance........................................................ 61
9.5 White Pages Directory Listings.............................................. 61
9.6 Busy Line Verify and Busy Line Interrupt Services........................... 64
9.7 Toll and Assistance Operator Services....................................... 64
9.8 Interconnection to Line Information Data Base (LIDB)........................ 66
9.9 Access to Poles, Ducts, Conduits, and Rights of Way......................... 67
9.10 Miscellaneous Ancillary Services............................................ 67
</TABLE>
Page ii
<PAGE>
<TABLE>
<S> <C>
10. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)................................... 67
10.1 Operational Systems Interfaces - Interface Implementation Timetable....... 67
10.2 OSS Interface Design...................................................... 67
10.3 Accessible OSS Functions.................................................. 68
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 Pac-West Responsibilities................................................. 76
11.5 Rates and Charges......................................................... 77
11.6 Collateral and Training................................................... 80
11.7 Directory Listings........................................................ 80
11.8 Billing................................................................... 80
11.9 Deposit................................................................... 80
11.10 Payment................................................................... 81
12. ACCESS TO TELEPHONE NUMBERS................................................... 82
12.1 Number Resources Arrangements............................................. 82
13. DIALING PARITY................................................................ 83
14. U S WEST DEX ISSUES........................................................... 83
15. ACCESS TO DATABASES........................................................... 83
16. NOTICE OF CHANGES............................................................. 83
17. REFERRAL ANNOUNCEMENT......................................................... 83
</TABLE>
Page iii
<PAGE>
<TABLE>
<S> <C>
18. COORDINATED REPAIR CALLS....................................................... 83
19. BONA FIDE REQUEST PROCESS...................................................... 84
20. AUDIT PROCESS.................................................................. 86
21. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES....................................... 87
22. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING................................ 88
23. CONSTRUCTION CHARGES........................................................... 88
24. SERVICE PERFORMANCE RESULTS.................................................... 90
25. IMPLEMENTATION SCHEDULE........................................................ 93
26. MISCELLANEOUS TERMS............................................................ 94
26.1 General Provisions......................................................... 94
26.2 Term of Agreement.......................................................... 94
26.3 Letter of Authorization.................................................... 95
26.4 Payment.................................................................... 95
26.5 Taxes...................................................................... 96
26.6 Force Majeure.............................................................. 96
26.7 Limitation of Liability.................................................... 97
26.8 Indemnity.................................................................. 97
26.9 Intellectual Property...................................................... 98
26.10 Warranties................................................................. 100
26.11 Assignment................................................................. 100
26.12 Default.................................................................... 100
26.13 Disclaimer of Agency....................................................... 101
26.14 Severability............................................................... 101
</TABLE>
Page iv
<PAGE>
<TABLE>
<S> <C>
26.15 Nondisclosure.............................................................. 101
26.16 Survival................................................................... 102
26.17 Dispute Resolution......................................................... 103
26.18 Controlling Law............................................................ 104
26.19 Joint Work Product......................................................... 104
26.20 Responsibility for Environmental Contamination............................. 104
26.21 Notices.................................................................... 105
26.22 Responsibility of Each Party............................................... 105
26.23 No Third Party Beneficiaries............................................... 106
26.24 Referenced Documents....................................................... 106
26.25 Publicity and Advertising.................................................. 106
26.26 Amendment.................................................................. 106
26.27 Executed in Counterparts................................................... 106
26.28 Headings of No Force or Effect............................................. 106
26.29 Cancellation Charges....................................................... 106
26.30 Regulatory Approval........................................................ 107
26.31 Compliance................................................................. 107
26.32 Compliance with the Communications Law Enforcement Act of 1994 ("CALEA")... 107
26.33 Cooperation................................................................ 107
26.34 Entire Agreement........................................................... 107
</TABLE>
page v
<PAGE>
INTERCONNECTION AGREEMENT
This Interconnection Agreement is between Pac-West Telecomm, Inc. ("Pac-
West") and U S WEST Communications, Inc. ("USWC"), a Colorado corporation.
1. RECITALS
1.1 Pursuant to this Interconnection Agreement ("Agreement"), Pac-West
Telecomm, Inc. ("Pac-West"), 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 Colorado. 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 Colorado Public Utilities
Commission. 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), conditions(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.
1.3 This Agreement is entered into as a result of both private
negotiations between the Parties and the incorporation of some of the
results of arbitrated decisions by the Commission, acting pursuant to
Section 252 (b) of the Act, and involving interconnection agreements
of other parties. The Parties have included for convenience certain
rates, terms or conditions in this Agreement which reflect rates,
terms or conditions established in some or all of those other
arbitrations. Pac-West acknowledges: (1) that those rates, terms or
conditions are extended only because of the arbitrated results in
other dockets, (2) that USWC intends to appeal certain of those
decisions, and (3) that any negotiations, appeal, stay, injunction or
similar proceeding impacting the applicability of those rates, terms
or conditions to the local service providers who were parties to those
arbitrations will similarly impact the applicability of those rates,
terms or conditions to Pac-West. The Parties further recognize that
this Agreement is subject to the generic proceedings by the Commission
addressing the services in 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 Pac-West (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 Pac-West for purposes of
offering telecommunications services. Unless otherwise provided in
this Agreement, the Parties will perform all of their obligations
hereunder throughout, to the extent provided in the Appendices
attached hereto. The Agreement includes all accompanying Appendices.
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
Page 1
<PAGE>
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.
2.3 USWC will provide Pac-West with nondiscriminatory service quality as
USWC provides its own subscribers with respect to all
Telecommunications Services, Local Interconnection, Services for
Resale and Network Elements.
2.4 USWC shall provide to Pac-West services for resale that are equal in
quality, subject to the same conditions (including the conditions in
USWC's effective tariffs which are not otherwise inconsistent with the
terms and conditions contained herein), within the same provisioning
time intervals that USWC provides these services to itself, its
affiliates and others, including end users, and in accordance with any
applicable Commission service quality standards, including standards
the Commission may impose pursuant to Section 252 (e)(3) of the Act.
2.5 Each Network Element provided by USWC to Pac-West shall be at least
equal in the quality of design, performance, features, functions,
capabilities and other characteristics, including, but not limited to,
levels and types of redundant equipment and facilities for power,
diversity and security, that USWC provides to itself, USWC's own
subscribers, to a USWC affiliate or to any other entity.
2.6 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.
2.7 USWC shall not discontinue or refuse to provide any service provided
or required hereunder without Pac-West's prior written agreement, nor
shall USWC reconfigure, re-engineer or otherwise redeploy its network
in a manner which would impair Pac-West's ability to offer
Telecommunications Services in the manner contemplated by this
Agreement, the Act or the FCC's rules and regulations. 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.
2.8 USWC shall insure that all Pac-West end users experience the same
dialing parity as similarly situated end users of USWC services, such
that, for all call types: (a) a Pac-West end user is not required to
dial any greater number of digits than a similarly-situated USWC end
user; (b) the post-dial delay (time elapsed between the last digit
dialed and the first network response), call completion rate and
transmission quality experienced by a Pac-West end user is at least
equal in quality to that experienced by a similarly-situated USWC end
user; and (c) the Pac-West end user may retain its local telephone
number, as further provided for in this Agreement (Interim Number
Portability) so long as the end user continues receiving service in
the same central office serving area.
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
Page 2
<PAGE>
used to order trunking and facilities between Pac-West 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:
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.
Page 3
<PAGE>
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", "virtual", or "common". 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 Colorado Public Utilities Commission.
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 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.
The Rate Centers of the calling and called numbers shall
determine whether a call is Extended Area Service (EAS)/Local
traffic.
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 as described in the Act and refers to the
connection of separate pieces of equipment, facilities, or
platforms between networks for the
Page 4
<PAGE>
purpose of transmission and routing of telephone exchange service
traffic and exchange access traffic.
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 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.
Page 5
<PAGE>
3.31 "NXX" means the fourth, fifth and sixth digits of a ten-digit
telephone number.
3.32 "Party" means either USWC or Pac-West and "Parties" means USWC
and Pac-West.
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.
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
Routing Point may be different than the rate center point, need
not be located within the rate center area, and it must be
located within the local calling area that includes the NPA/NXX.
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.
Page 6
<PAGE>
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 and/or Co-
Provider 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.
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 rules.
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
Pac-West end users and USWC end users. If such traffic is local, the
provisions of this Agreement shall apply. Where either Party acts as
an IntraLATA Toll provider or InterLATA Interexchange Carrier (IXC) or
where either Party interconnects and
Page 7
<PAGE>
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 be compensated for reciprocal traffic
exchange only where the Parties 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.
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.
Page 8
<PAGE>
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
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 actual and/or forecasted traffic at Pac-
West's busy hour in CCS, where there is a DS1's worth
of traffic (512 CCS) between the Pac-West switch and a
USWC end office, for a 60 day period, the traffic
shall be exchanged via a dedicated (i.e., direct)
trunk group from the Pac-West switch directly to the
USWC end office. Upon mutual agreement of the Parties,
within 60 calendar days, the actual traffic will be
cooperatively moved to an USWC end office or Pac-West
may propose, upon approval from USWC, an alternative
method to remove the traffic volume. USWC will not
unreasonably withhold the acceptance of this
alternative method proposed by Pac-West. To the extent
that Pac-West has established a collocation
arrangement at a USWC end office location, and has
available capacity, the Parties agree that Pac-West
shall provide two-way direct trunk facilities, when
required, from that end office to the Pac-West switch.
In all other cases, the direct facility may be
provisioned by USWC or Pac-West or a third party. If
both Pac-West and USWC desire to provision the
facility and cannot otherwise agree, the Parties may
agree to resolve the dispute through the submission of
competitive bids.
Page 9
<PAGE>
5.3.3 Transit Traffic.
5.3.3.1 USWC will accept traffic originated by Pac-West 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. Pac-West
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.
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 Pac-West 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 Pac-West.
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.
The Parties agree to perform monthly
joint traffic audits, based upon
mutually agreeable measurement criteria
and auditing standards. There will be no
reciprocal compensation for the initial
four months of traffic exchange.
5.4.1.1.2 For traffic terminated at a USWC or Pac-West
end office, the end office call
termination rate in Appendix A shall
apply.
Page 10
<PAGE>
5.4.1.1.3 For traffic terminated at a USWC or Pac-West 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.
5.4.1.1.4 The Parties acknowledge that Pac-West will initially
serve all of its end users within a given LATA through
a single Pac-West switch. The Parties also acknowledge
that Pac-West may, in the future, deploy additional
switches in each LATA. For purposes of call
termination, the initial Pac-West switch shall be
treated in accordance with its functionality as either
a tandem or end office switch, and USWC will treat Pac-
West tandem switches based on the criteria defined by
the appropriate state Commission. In the absence of a
state commission criteria, USWC's reasonable and
nondiscriminatory criteria will prevail.
5.4.1.1.5 Neither Party shall be responsible to the other for
call termination charges associated with third party
traffic that transits such Party's network, provided
that such Party does not seek to recover call transport
and termination charges, encompassed within any transit
charges applied to the third party, attributable to the
other's transport and termination of the third party's
traffic. USWC will not block traffic originated from a
third party LEC that is transited across USWC
facilities and terminated to Pac-West.
There are three types of transit traffic:
Local transit: Each party is responsible for
collecting the appropriate charges from the originating
company. If the transiting party collects any charges
associated with the transit of the originating
company's traffic across Terminating party's network;
the transiting party shall pay the appropriate charges
due to the terminating party.
IntraLATA Toll transit: Each party is responsible for
collecting the appropriate charges from the originating
company. Where USWC is the designated IntraLATA Toll
provider for existing LECs, USWC will act as the
originating company.
Jointly Provided Switched Access: The Parties will use
industry standards developed to handle the provision
and billing of jointly provided switched access (MECAB,
MECOD, and the Parties' FCC and state access Tariffs).
Each Party will bill the
Page 11
<PAGE>
IXC the appropriate portion of its Switched Access
rates. USWC will also provide the one-time notification
to Pac-West of the billing name, billing address and
carrier identification codes of the IXCs subtending any
access tandems to which Pac-West directly connects.
This type of traffic is discussed separately in this
Section.
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,
whether for entrance facility or other intercarrier
transport, the compensation for such jointly used facilities
shall be adjusted as follows. The nominal compensation shall
be pursuant to the rates for direct trunk transport in
Appendix A. The actual rate paid to the provider of the
direct trunk facility shall be reduced to reflect the
provider's use of that facility. This 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.
If the Parties elect to establish two-way trunks, the
compensation for such jointly used, shared facilities shall
be adjusted as follows.
The provider of the DTT will always bill 100% of the charges
for the facility to the other Party, who will in turn, bill
the provider 50% of the DTT charges. Payments according to
this 50/50 allocation of traffic will continue until either
Party provides actual busy hour minutes of use data to
substantiate a change in the allocation.
Page 12
<PAGE>
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. For each carrier, 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 in this Agreement,
must be ordered by Pac-West 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
Page 13
<PAGE>
available on trunks to USWC's local tandem switches or
end offices where it is currently not deployed. Pac-
West 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 Pac-West 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 Pac-West's Point of
Interconnection, whichever is recognized first by the entry
switch.
5.6.2 USWC and Pac-West 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.
5.6.3 When applicable, each Party shall provide to the other:
5.6.3.1 Bellcore formatted records to generate bills to the
other Party;
5.6.3.2 measurement of minutes of use over Local
Interconnection Trunk groups in actual conversation
seconds. The total conversation seconds over each
individual Local Interconnection Trunk Group will be
totaled for the entire monthly bill-cycle and then
rounded to the next whole minute; and
5.6.3.3 within twenty (20) calendar days after the end of each
quarter (commencing with the first full quarter after
the Effective Date of this Agreement), a usage report
with the total traffic volume described in terms of
minutes and messages and by call type (local, toll,
and other) terminated to each other over SS7 Local
Interconnection Trunk Groups.
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 LIS
trunk groups using the same parameters tested for terminating
Feature Group D Switched
Page 14
<PAGE>
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 Pac-West 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 Initial and subsequent requests for first-time interconnection
site(s) will be preceded by a joint planning meeting
(augmentation of existing interconnection site(s) may not
require a joint planning meeting). 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.
5.8.4 On a nondiscriminatory basis, 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
Page 15
<PAGE>
case basis, provided that USWC will install initial
interconnection trunks between a Pac-West facility and USWC
switch within 120 days of Pac-West's initial order accepted by
USWC for such facilities. Where there are mitigating
circumstances, the Parties will mutually agree to a due date
that may be more than 120 days.
5.8.5 Pac-West may request interconnection points beyond those listed
in the FCC rules using the BFR process.
5.8.6 USWC must provide installation (including intervals) to Pac-
West in a nondiscriminatory manner equal to that which USWC
provides itself, its affiliates and any other Co-Provider.
5.9 Billing Arrangements
5.9.1 USWC and Pac-West desire to submit separate bills, pursuant to
their separate tariffs, to Interexchange Carriers for their
respective portions of jointly provided Switched Access
Service.
Based on the negotiated POI, the Parties will agree on a meet
point percentage to enable the joint provisioning and billing
of Switched Access Services to third parties in conformance
with the Meet-Point Billing guidelines adopted by and contained
in the Ordering and Billing Forum's MECAB and MECOD documents
and referenced in USWC's Switched Access Tariffs. The Parties
understand and agree that MPB arrangements are available and
functional only to/from Interexchange Carriers who directly
connect with the tandem(s) that Pac-West sub-tends in each
LATA.
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, Pac-West and USWC will
exchange all information necessary to bill third parties for
Switched Access Services traffic jointly handled by Pac-West
and USWC via the meet point arrangement in a timely fashion.
Information shall be exchanged in Exchange Message Record
("EMR") format (Bellcore Standard BR 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 Pac-West and USWC agree to exchange such reports and/or data as
provided in this Agreement to facilitate the proper billing of
traffic. Either Party may request an audit of such usage
reports on no fewer than thirty (30) business days' written
notice and any audit shall be accomplished during normal
business hours at the office of the Party being audited. Such
audit must be performed by a mutually agreed to independent
auditor paid for by the Party requesting the audit and may
include review of the data described in this Agreement with
respect to the reciprocal exchange of traffic.
Page 16
<PAGE>
5.9.5 Each Party will bill the IXCs the appropriate rate elements in
accordance with their respective interstate and intrastate
tariffs, as follows:
Rate Element Billing Company
------------ ---------------
Carrier Common Line Dial Tone Provider
Local Switching Dial Tone Provider
Interconnection Charge Dial Tone Provider
Local Transport Termination Based on negotiated BIP
Local Transport Facility Based on negotiated BIP
(also called Tandem Transmission per mile)
Tandem Switching Access Tandem Provider
Entrance Facility Access Tandem Provider
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 Pac-West
networks for the mutual exchange of traffic and for Pac-West
access to unbundled Network Elements. Interconnection does not
include the transport and termination of traffic.
Interconnection is provided by Common, Virtual, Physical
Collocation and Microwave Physical Collocation, entrance
facilities or Mid-Span Meet arrangements, as requested by Pac-
West and agreed to by USWC.
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, the location of the signaling transfer
points necessary to exchange traffic and access call related
databases. Other technically feasible points may be required by
state or federal regulations or may be determined by the BFR
Process. Unbundled network elements as ordered by state or
federal regulations are not subject to feasibility charges.
Additionally, unbundled network
Page 17
<PAGE>
elements identified by state or federal regulations may not
require the BFR process for pricing.
6.2 Mid-Span Meet POI and Mid-Span Meet Arrangements
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 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, unless otherwise agreed, the total costs of such
provisions and maintenance shall be accounted for by each Party
and apportioned between them.
6.2.2 If the Mid-Span Meet arrangement is to be used for access to
unbundled Network Elements, Pac-West must pay the portion of
the economic costs of the Mid-Span Meet arrangement used by
Pac-West for access to unbundled Network Elements.
6.2.3 Physical Arrangements of Mid-Span Meets: In a Mid-Span Meet,
each Party extends its facilities to meet the other Party. The
point where the facilities meet is the Mid-Span point. Each
Party bears its own costs to establish and maintain a Mid Span
Meet arrangement. However, the Parties also agree that a
technical arrangement for a Mid-Span Meet may involve one Party
placing and extending its fiber facilities to the Wire Center
of the other Party, with sufficient additional length on the
fiber to permit the receiving Party to terminate the fiber
without requiring splicing of the fiber facilities prior to the
terminal equipment in the receiving Party's Wire Center. In
this situation, the Parties will negotiate reasonable
compensation to be paid to the Party extending the facilities
for the associated labor, materials, and conduit space used in
extending its facilities beyond a negotiated Mid-Span point.
6.2.4 Engineering Specifications: The Parties agree to establish
technical interface specifications for Mid-Span Meet
arrangements that permit the successful interconnection and
completion of traffic routed over the facilities that
interconnect at the Mid-Span Meet. The technical specifications
will be designed so that each Party may, as far as is
technically feasible, independently select the transmission,
multiplexing, and fiber terminating equipment to be used on its
side of the Mid-Span Meet. Requirements for such
interconnection specifications will be defined in joint
engineering planning sessions between the Parties. The Parties
will use good faith efforts to develop and agree on these
specifications within 90 days of the determination by the
Parties that such specifications shall be implemented, and in
any case, prior to the establishment of any Mid-Span Meet
arrangements between them. In the event the Parties cannot
agree on the technical specifications required, the Parties
will, after discussion at the Vice Presidential level,
interconnect with each other using one of the other
interconnection arrangements defined elsewhere in this
Agreement or pursue the dispute resolution procedures contained
herein.
Page 18
<PAGE>
Prior to the establishment of any Mid-Span Meet arrangement,
the Parties agree to jointly develop all additional necessary
requirements for such interconnection, including but not
limited to such items as control and assignment of facilities
within the fiber Mid-Span Meet arrangement, network management
requirements, maintenance responsibilities, and operational
testing and acceptance requirements for installation of Mid-
Span Meets.
6.3 Collocation
Interconnection may be accomplished through Virtual, Physical
Collocation, Common and Microwave 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 switch location. Entrance
facilities may not extend beyond the area described by the provider's
serving Wire Center. The rates for entrance facilities are provided
in Appendix A.
6.5 Quality of Interconnection
USWC will not, for the purpose of Interconnection, provide to Pac-West
less favorable terms and conditions than USWC provides itself, or its
affiliates or any other Co-Provider in a manner less efficient than it
would impose on itself, or its affiliates or any other Co-Provider.
The quality of Interconnection will be at least equal to that USWC
itself, or its affiliates or any other Co-Provider.
Both Parties agree to manage their network switches in accordance with
the Bellcore LSSGR.
6.6 Points of Interface (POI)
6.6.1 Upon the request for specific point to point routing, USWC will
make available to Pac-West information indicating the location
and technical characteristics of USWC's network facilities
within 15 business days of Pac-West's written request. The
following alternatives are negotiable: (1) a DS1 or DS3
entrance facility; (2) Virtual Collocation; (3) Physical
Collocation; (4) Common Collocation and (5) 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.
6.6.2 Pac-West shall establish a POI in each local calling area in
which it is delivering and receiving local traffic. Pac-West
may establish the POI in a particular calling area through the
use of its own facilities or through the lease of facilities
from other providers. USWC may not require nor prevent Pac-West
from establishing more than one POI in each local calling area
served by Pac-West. Pac-West will be responsible for
engineering and maintaining its network on its side of the POI.
If and when the Parties choose to interconnect at a mid-span
meet, the Parties
Page 19
<PAGE>
will agree to the actual point of interface and facilities used
will be subject to negotiations between the Parties.
6.6.3 Pac-West may request, through the BFR Process set forth in this
Agreement, a "non-standard" technically feasible
interconnection arrangement. Pac-West must compensate USWC for
any non-standard arrangements USWC constructs on behalf of Pac-
West. The Parties will negotiate the interconnection
arrangements and the prices USWC will charge for non-standard
facilities constructed by USWC on behalf of Pac-West.
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 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 Pac-West serves as the transit provider between
the CMRS provider and USWC.
6.7.2.7 Meet-Point Billing
Trunks (for the joint provision of Switched Access)
6.7.2.8 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.
Page 20
<PAGE>
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.
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 Pac-West is responsible for terminating local traffic as
required by the appropriate commission, and/or applicable
state, federal rule or regulations. The Parties agree to
terminate local traffic in the same EAS local area as such
traffic originated.
6.7.10 USWC will make reasonable and nondiscriminatory efforts to meet
Pac-West's requested due date for the provision of Local
Interconnect Trunk Groups.
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.
<PAGE>
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.
6.8.5 Each Party shall provide a specified point of contact for
planning, forecasting and trunk servicing purposes.
6.8.6 USWC will use its best efforts to notify Pac-West of any
potential facilities exhaustion or outages that could have
a significant impact on any Pac-West orders for such
facilities or Pac-West operations in a nondiscriminatory
manner.
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 causes an Impairment of Service, as set
forth in this Section, the Party whose network or service
is being impaired (the "Impaired Party") shall promptly
notify the Party causing the Impairment of Service (the
"Impairing Party") of the nature and location of the
problem. The Impaired Party shall advise the Impairing
Party that, unless promptly rectified, a temporary
discontinuance of the use of any circuit, facility or
equipment may be required. The Impairing Party and the
Impaired Party agree to work together to attempt to
promptly resolve the Impairment of Service. If the
Impairing Party is unable to promptly remedy the
Impairment of Service, the Impaired Party may temporarily
discontinue use of the affected circuit, facility or
equipment. In the Impairment of Service, the Parties will
use applicable tariffs or dispute resolution to address
the out-of-service conditions and if applicable,
appropriate credit.
6.9.4 To facilitate trouble reporting and to coordinate the
repair of the service provided by each Party
<PAGE>
to the other under this Agreement, each Party shall
designate a Trouble Reporting Control Office (TRCO) for
such service.
6.9.5 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.
6.9.6 Each Party shall furnish a trouble reporting telephone
number for the designated TRCO. This number shall give
access to the location where facility records are normally
located and where current status reports on any trouble
reports are readily available. Alternative out-of-hours
procedures shall be established to ensure access to a
location that is staffed and has the authority to initiate
corrective action.
6.9.7 Before either Party reports a trouble condition, each
shall use its best efforts to isolate the trouble to the
other's facilities.
6.9.7.1 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.
6.9.7.2 The Parties shall cooperate in isolating trouble
conditions.
7. COLLOCATION
7.1 General Description
7.1.1 Collocation allows Pac-West to obtain dedicated space in a USWC
Wire Center and to place equipment in such spaces to
interconnect with the USWC network. Pac-West may request
Collocation at other USWC locations pursuant to the BFR Process
or through additional Interconnection negotiations under the
Act. USWC will provide the resources necessary for the
operation and economical use of collocated equipment. USWC
designated POIs for network interconnection can be established
for Virtual, Physical, Microwave, and Common Collocation
arrangements.
7.1.2 Except when Pac-West purchases USWC's unbundled network
transmission elements, Pac-West will construct its own fiber
optic cable to the USWC-designated Point of Interconnection.
USWC will extend Pac-West's fiber optic cable from the POI to
the cable vault within the Wire Center. For the purposes of
Collocation, the POI shall be that point outside the USWC
central office where the Pac-West and USWC fibers meet. If
necessary, USWC may bring the cable into compliance with USWC
internal fire code standards and extend the cable to the
collocated space.
7.1.3 Pac-West will be provided two points of entry into the USWC
Wire Center only when there are at least two existing entry
points for USWC cable and when there are vacant entrance ducts
in both. USWC will promptly
<PAGE>
remove any unused cabling to free up entrance ducts when no
other ducts are available. Cable entry will be limited to fiber
facilities.
7.1.4 Pac-West may collocate transmission equipment to terminate
basic transmission facilities or other equipment pursuant to
generally applicable Commission rules. Pac-West may request
Collocation of other equipment pursuant to the BFR Process or
through additional Interconnection negotiations under the Act.
Pac-West must identify what equipment will be installed, to
allow for USWC to use this information in engineering the
power, floor loading, heat release, and HVAC.
7.1.5 Nothing in this part shall be construed to limit Pac-West's
ability to obtain both Virtual and Physical Collocation in a
single location.
7.2 Virtual Collocation
7.2.1 USWC shall provide Virtual Collocation for the purpose of
Interconnection or access to unbundled Network Elements subject
to the rates, terms and conditions of this Agreement.
7.2.2 Pac-West will not have physical access to the USWC wire center
building pursuant to a Virtual Collocation arrangement. USWC
will not provide access for a Virtual Collocation arrangement.
7.2.3 Pac-West will be responsible for obtaining and providing to
USWC administrative codes, e.g., common language codes, for all
equipment specified by Pac-West and installed in Wire Center
buildings.
7.2.4 Pac-West will be responsible for payment of training of USWC
employees for the maintenance, operation and installation of
Pac-West's virtually collocated equipment when that equipment
is different than the equipment used by USWC.
7.2.5 Pac-West will be responsible for payment of charges incurred in
the maintenance and/or repair of Pac-West's virtually
collocated equipment.
7.2.6 USWC does not guarantee the reliability of Pac-West's virtually
collocated equipment, but USWC is responsible for proper
installation, maintenance and repair of such equipment,
including the change out of electronic cards provided by Pac-
West.
7.2.7 Pac-West is responsible for ensuring the functionality of
virtually collocated SONET equipment provided by different
manufacturers.
7.2.8 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.
7.2.9 Pac-West will transfer possession of Pac-West's virtually
collocated equipment to USWC via a no cost lease. The sole
purpose of the lease is to provide USWC with exclusive
possessory rights to Pac-West's
<PAGE>
virtually collocated equipment. Title to the Pac-West virtually
collocated equipment shall not pass to USWC.
7.2.10 Installation and maintenance of Pac-West's virtually
collocated equipment will be performed by USWC or a USWC
authorized vendor.
7.2.11 Pac-West shall ensure that upon receipt of the Pac-West
virtually collocated equipment by USWC, all warranties and
access to ongoing technical support are passed through to
USWC, all at Pac-West's expense. Pac-West shall advise the
manufacturer and seller of the virtually collocated equipment
that Pac-West's equipment will be possessed, installed and
maintained by USWC.
7.2.12 Pac-West'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. Pac-West shall provide USWC
interface specifications (e.g., electrical, functional,
physical and software) of Pac-West's virtually collocated
equipment.
7.2.13 USWC may restrict the type of virtually collocated equipment
in accordance with state or federal regulations. Generally,
USWC will only permit basic transmission terminating equipment
to be virtually collocated by Pac-West. Pac-West may request
Collocation of other equipment pursuant to the BFR Process or
through additional Interconnection negotiations under the Act.
7.2.14 Pac-West must specify all software options and associated
plug-ins for its virtually collocated equipment.
7.2.15 Pac-West is responsible for purchasing and maintaining a
supply of spares. Upon failure of Pac-West's virtually
collocated equipment, Pac-West is responsible for
transportation and delivery of maintenance spares to USWC at
the Wire Center housing the failed equipment.
7.3 Physical Collocation
7.3.1 USWC shall provide to Pac-West Physical Collocation of
equipment necessary for Interconnection or for access to
unbundled Network Elements, except that USWC may provide for
Virtual Collocation if USWC demonstrates to the Commission
that Physical Collocation is not practical for technical
reasons or because of space limitations, as provided in
Section 251(c)(6) of the Act. USWC shall provide such
Collocation for the purpose of Interconnection or access to
unbundled Network Elements, except as otherwise mutually
agreed to in writing by the Parties or as required by the FCC
or the appropriate Commission subject to the rates, terms and
conditions of this Agreement.
7.3.2 Where Pac-West is virtually collocated in a premises which was
initially prepared for Virtual Collocation, Pac-West may elect
to (i) retain its Virtual Collocation in that premises and
expand that Virtual Collocation according to the rates, terms
and conditions of this Agreement, or (ii)
<PAGE>
unless it is not practical for technical reasons or because of
space limitations, convert its Virtual Collocation at such
premises to Physical Collocation, in which case Pac-West shall
coordinate the construction and rearrangement with USWC of its
equipment (IDLC and transmission) and circuits for which Pac-
West shall pay USWC at applicable rates, and pursuant to the
other terms and conditions in this Agreement. In addition, all
applicable Physical Collocation recurring charges shall apply.
7.3.3 Pac-West will be allowed access to the POI on non-
discriminatory terms. Pac-West owns and is responsible for the
installation, maintenance and repair of its transmission
equipment located within the space rented from USWC.
7.3.4 Pac-West must use leased space promptly and may not warehouse
space for later use or sublease to another provider. Physical
Collocation is offered in Wire Centers on a space-available,
first come, first-served basis.
7.3.5 The minimum standard leasable amount of floor space is 100
square feet. Pac-West must efficiently use the leased space;
no more than 50% of the floor space may be used for storage
cabinets and work surfaces. The Commission will be the final
arbitrator in points of dispute between the Parties.
7.3.6 Pac-West's leased floor space will be separated from other
competitive providers and USWC space through a cage enclosure.
Pac-West may elect to have USWC construct the enclosure, or
choose from USWC approved contractors to construct the cage,
meeting USWC's installation Technical Publication 77350. Pac-
West must determine at the time of application whether USWC or
an approved contractor will construct the cage enclosure.
7.3.7 The following standard features will be provided by USWC:
7.3.7.1 Heating, ventilation and air conditioning.
7.3.7.2 Smoke/fire detection and any other building code
requirement.
7.3.7.3 Electrical power/backup.
7.3.8 USWC Responsibilities
7.3.8.1 Design the floor space within each wire center which
will constitute Pac-West's leased space.
7.3.8.2 Ensure that the necessary construction work is
performed to build Pac-West's leased physical space
and the riser from the vault to the leased physical
space.
7.3.8.3 Develop a quotation specific to Pac-West's request.
7.3.8.4 Extend USWC-provided and owned fiber optic cable from
the POI through the cable vault and extend the cable
to
<PAGE>
Pac-West's leased physical space or place the cable
in fire retardant tubing prior to extension to Pac-
West's leased physical space.
7.3.8.5 Installation and maintenance and all related
activity necessary to provide channel termination
between USWC's and Pac-West's equipment.
7.3.8.6 Work cooperatively with Pac-West in matters of
joint testing and maintenance.
7.3.9 Pac-West Responsibilities
7.3.9.1 Determine who constructs the cage or enclosure for
the physical space.
7.3.9.2 Where applicable, procure, install and maintain all
fiber optic facilities up to the USWC designated
POI.
Where applicable, procure and provide all necessary
fiber interconnection cable and connectors from the
USWC fiber distribution panel and the cage
enclosure.
Where applicable, procure and provide all necessary
cable and connectors from the cage to the USWC
distributing frame designated as the single point
of termination (SPOT).
7.3.9.3 Install, maintain, repair and service all Pac-
West's equipment located in the leased physical
space.
7.3.9.4 Ensure that all equipment installed by Pac-West
complies with Bellcore Network Equipment Building
System Generic Equipment requirements, USWC Wire
Center environmental and transmission standards,
and any statutory (local, federal, or state) or
regulatory requirements in effect at the time of
equipment installation or that subsequently become
effective.
7.3.10 Once construction is complete for Physical Collocation and
Pac-West has accepted its leased physical space, Pac-West
may order its DS0, DS1, DS3 or other Expanded
Interconnection Channel Terminations.
7.3.11 Pac-West may not extend USWC dark fiber to Pac-West's leased
physical space or connect DS1/DS3 Channel Terminations to
USWC dark fiber.
7.3.12 If, at any time, USWC reasonably determines that the
equipment or the installation does not meet requirements,
Pac-West will be responsible for the costs associated with
the removal, modification to, or installation of the
equipment to bring it into compliance. If Pac-West fails to
correct any non-compliance within fifteen (15) days of
written notice of non-compliance, USWC may have the
equipment removed or the condition corrected at Pac-West's
expense.
<PAGE>
7.3.13 If, during installation, USWC reasonably determines Pac-West
activities or equipment are unsafe, non-standard or in
violation of any applicable laws or regulations, USWC has
the right to stop work until the situation is remedied. If
such conditions pose an immediate threat to the safety of
USWC employees, interfere with the performance of USWC's
service obligations, or pose an immediate threat to the
physical integrity of the conduit system or the cable
facilities, USWC may perform such work and/or take action as
is necessary to correct the condition at Pac-West's expense.
7.3.14 USWC shall provide basic telephone service with a connection
jack as requested by Pac-West from USWC for the collocated
space. Upon Pac-West's request and following the normal
provisioning process, this service shall be available at the
Pac-West collocated space on the day the space is turned
over to Pac-West by USWC.
7.3.15 Where available, USWC shall provide access to 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 Pac-West personnel and its designated
agents.
7.3.16 USWC will make reasonable efforts, equal to those they
provide themselves, to inform Pac-West prior to those
instances where USWC or its subcontractors may be performing
work that could reasonably potentially affect Pac-West's
service. USWC will make reasonable efforts to inform Pac-
West by telephone of any emergency related activity prior to
the start of the activity that USWC or its subcontractors
may be performing that could reasonably potentially affect
Pac-West's service, so that Pac-West can take any action
required to monitor or protect its service.
7.3.17 USWC shall provide information regarding the location, type
and cable termination requirements (i.e., connector type,
number and type of pairs and naming convention) for the USWC
point of termination to Pac-West which will be available ten
(10) days prior to completion of buildout of collocation
space.
7.3.18 USWC shall provide the dimensions for Pac-West Outside Plant
Fiber ingress and egress into Pac-West collocated space
which will be available ten (10) days prior to completion of
buildout of collocation space.
7.3.19 USWC shall provide the sizes and number of power feeders for
the collocated space to Pac-West as part of USWC's quote for
collocated space.
7.3.20 USWC shall provide positive confirmation to Pac-West when
construction of Pac-West collocated space is fifty percent
(50%) completed. This confirmation shall also include
confirmation of the scheduled completion and turnover dates.
7.3.21 Pac-West shall have the right to seek binding arbitration in
accordance with the provisions of the Dispute Resolution
procedures set forth in the
<PAGE>
General Section of this Agreement to resolve any issues arising
from delays in the negotiated completion and turnover dates
which create expenditures or delays for Pac-West.
7.3.22 USWC shall provide the following information to Pac-West within
five (5) business days or as reasonably necessary upon receipt
of a written request from Pac-West:
(a) additional work restriction guidelines;
(b) USWC or industry technical publication guidelines that
impact the design of USWC collocated equipment will be
utilize by Pac-West:
(c) appropriate USWC contacts (names and telephone numbers)
for the following areas:
Engineering
Physical & Logical Security
Provisioning
Billing
Operations
Site and Building Managers
Environmental and Safety; and
(d) escalation process for the USWC employees (names,
telephone numbers and the escalation order) for any
disputes or problems that might arise pursuant to Pac-
West's collocation.
7.4 Collocation Rate Elements
7.4.1 Common Rate Elements
The following rate elements specified in Appendix A are common
to both Virtual and Physical Collocation:
7.4.1.1 Quote Preparation Fee. This covers the work involved
in verifying space and developing a quotation for
Pac-West for the total costs involved in its
collocation request.
7.4.1.2 Entrance Facility. Provides for fiber optic cable on
a two-fiber basis from the Point of Interconnection
utilizing USWC owned, conventional single mode type
of fiber optic cable to the collocated equipment (for
Virtual Collocation) or to the leased space (for
Physical Collocation). Entrance facility includes
riser, fiber placement, entrance closure,
conduit/innerduct, and core drilling.
7.4.1.3 Cable Splicing. Represents the labor and equipment to
perform a subsequent splice to the Pac-West provided
fiber optic cable after the initial installation
splice. Includes per-setup and per-fiber-spliced rate
elements.
7.4.1.4 -48 Volt Power. Provides -48 volt power to the Pac-
West collocated equipment. Charged on a per ampere
basis.
<PAGE>
7.4.1.5 -48 Volt Power Cable. Provides for the transmission
of -48 volt DC power to the collocated equipment. It
includes engineering, furnishing and installing the
main distribution bay power breaker, associated power
cable, cable rack and local power bay to the closest
power distribution bay. It also includes the power
cable (feeders) A and B from the local power
distribution bay to the leased physical space (for
Physical Collocation) or to the collocated equipment
(for Virtual Collocation).
7.4.1.6 Inspector Labor. Provides for the USWC qualified
personnel necessary when Pac-West requires access to
the Point of Interconnection after the initial
installation or access to its physical collocation
floor space, where an escort is required. A call-out
of an inspector after business hours is subject to a
minimum charge of four hours. The minimum call-out
charge shall apply when no other employee is present
in the location, and an 'off-shift' USWC employee (or
contract employee) is required to go 'on-shift' on
behalf of Pac-West.
7.4.1.7 Expanded Interconnection Channel Termination (EICT).
Telecommunications interconnection between Pac-West's
collocated equipment and USWC's network is
accomplished via an Expanded Interconnection Channel
Termination (EICT). This element can be at the DS0,
DS1, DS3 or other level depending on the USWC service
it is connecting to. Connection to any other network
or telecommunications source within the Wire Center is
allowed only through USWC services.
7.4.1.8 Expanded Interconnection Channel Regeneration.
Required when the distance from the leased physical
space (for Physical Collocation) or from the
collocated equipment (for Virtual Collocation) to the
USWC network is of sufficient length to require
regeneration.
7.4.1.9 Collocation Cross Connection. A charge to connect two
collocated Co-Providers within the same serving wire
center. The cross connect is between like intermediary
frames (e.g., DS0, DS1) within USWC's serving wire
center. There is a monthly recurring charge and a
nonrecurring installation charge, both will be billed
to the specific Co-Provider requesting the cross
connect.
7.4.1.10 Collocation Single Point of Termination (SPOT). A
charge associated with the installation, change and
maintenance of Pac-West's equipment on the USWC SPOT
cross-connect bay or frame within a wire center.
Recurring and nonrecurring charges are assessed per
two-wire pair, per Analog PLTS/DDS termination,
Unbundled Network terminations, and per termination
for each DS1 or DS3 requested.
<PAGE>
7.4.1.11 Collocation Cable Racking. A nonrecurring charge for
cable racking required between Pac-West's equipment and
USWC's SPOT. Cable Racking is assessed on a per foot
basis for each two-wire pair, per Analog PLTS/DDS
termination, Unbundled Network terminations and per
termination for each DS1 or DS3 requested.
7.4.1.12 Collocation Grounding. A charge associated with
providing grounding for Pac-West's cage enclosure and
equipment. Recurring and nonrecurring charges are
assessed per foot to Pac-West's cage enclosure.
7.4.2 Physical Collocation Rate Elements
The following rate elements, as specified in Appendix A, apply
only to Physical Collocation arrangements:
7.4.2.1 Floor Space Rental. Provides the monthly rent for the
leased physical space, property taxes and base
operating cost without -48 volt DC power. Includes
convenience 110 AC, 15 amp electrical outlets provided
in accordance with local codes and may not be used to
power transmission equipment or -48 volt DC power
generating equipment. Also includes maintenance for the
leased space; provides for the preventative maintenance
(climate controls, filters, fire and life systems and
alarms, mechanical systems, standard HVAC); biweekly
housekeeping services (sweeping, spot cleaning, trash
removal) of the USWC wire center areas surrounding the
leased physical space and general repair and
maintenance.
7.4.2.2 Enclosure Buildout. The Cage Enclosure Buildout element
includes the material and labor to construct the
enclosure. Pac-West 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, air conditioning
(to support Pac-West loads specified), lighting (not to
exceed 2 watts per square foot), and convenience
outlets (3 per cage or number required by building
code). Also provides for humidification, if required.
Pricing for the Enclosure Buildout will be provided on
an individual basis due to the uniqueness of Pac-West's
requirements, central office structure and
arrangements.
7.4.3 Virtual Collocation Rate Elements
The following rate elements, as specified in Appendix A, apply
uniquely to Virtual Collocation:
7.4.3.1 Maintenance Labor -- Provides for the labor necessary
for repair of out of service and/or service-affecting
conditions
Page 31
<PAGE>
and preventative maintenance of the Pac-West virtually
collocated equipment. Pac-West is responsible for
ordering maintenance spares. USWC will perform
maintenance and/or repair work upon receipt of the
replacement maintenance spare and/or equipment for Pac-
West. A call-out of a maintenance technician after
business hours is subject to a minimum charge as
specified above.
7.4.3.2 Training Labor -- Provides for the billing of vendor-
provided training for USWC personnel on a USWC specific
geographic service area basis, necessary for Pac-West
virtually collocated equipment which is different from
USWC provided equipment. USWC will require three USWC
employees to be trained per USWC specific geographic
service area in which the Pac-West virtually collocated
equipment is located. If, by an act of USWC, trained
employees are relocated, retired, or are no longer
available, USWC will not require Pac-West to provide
training for additional USWC employees for the same
virtually collocated equipment in the same USWC
specific geographic area. The amount of training billed
to Pac-West will be reduced by half, should a second
collocator in the same USWC specific geographic area
select the same virtually collocated equipment as Pac-
West.
7.4.3.3 Equipment Bay -- Provides mounting space for the Pac-
West virtually collocated equipment. Each bay includes
the 7 foot bay, its installation, all necessary
environmental supports. Mounting space on the bay,
including space for the fuse panel and air gaps
necessary for heat dissipation is limited to 78 inches.
The monthly rate is applied per shelf.
7.4.3.4 Engineering Labor -- Provides the planning and
engineering of the Pac-West virtually collocated
equipment at the time of installation, change or
removal.
7.4.3.5 Installation Labor -- Provides for the installation,
change or removal of the Pac-West virtually collocated
equipment.
7.5 Collocation Installation Intervals
The following intervals are common to both Virtual and Physical
Collocation:
7.5.1 Acknowledgment of Floor Space Availability. Within fifteen days
of the receipt by USWC from Pac-West of a Request for
Collocation, USWC will notify Pac-West whether sufficient floor
space is available to accommodate Pac-West's request.
7.5.2 Quote Preparation. Within twenty-five business days of Pac-
West's receipt of space availability by USWC, USWC will provide
Pac-West with a written quotation containing all nonrecurring
charges for the requested collocation arrangement.
Page 32
<PAGE>
7.5.3 Quote Acceptance. Within thirty days of the receipt by Pac-West
of the USWC quotation, Pac-West will accept the USWC proposed
quotation. Acceptance shall require payment to USWC of fifty
percent of the non-recurring charges provided on the quotation.
7.5.4 Completion of Enclosure Construction (Physical Collocation
only). Within 90 days of the acceptance of the quotation by
Pac-West, the construction of the necessary cage enclosure
shall be completed, subject to any delays caused by government
agencies beyond USWC's control. At this time, the leased floor
space will be available to Pac-West for installation of its
collocated equipment.
7.5.5 Completion of Collocated Equipment Installation (Virtual
Collocation only) -- USWC shall complete the installation of
Pac-West's collocated equipment within 90 days of USWC's
receipt of Pac-West's collocated equipment. The installation of
line cards and other minor modifications shall be performed by
USWC on intervals equivalent to those that USWC applies to
itself, but in no instance shall any such interval exceed 90
days.
7.6 Microwave Physical Collocation
7.6.1 Where technically feasible and available, USWC will provide for
physical collocation of Pac-West's microwave equipment on the
roofs of USWC's Central Office Buildings. Such equipment will
be limited to only that which is necessary for local
interconnection of Pac-West's network facilities to USWC's
network or access to USWC's unbundled network elements.
Microwave Physical Collocation includes placement of supporting
masts, non-penetrating roof mounts ("NPRM"), and microwave
antenna(e) on the roof top or other suitable exterior spaces of
USWC's Central Offices. The method of placing Pac-West's
antenna(e) shall be by NPRM unless the Parties mutually agree
to a different method. The Parties agree that the elements
listed below reflect requirements for Microwave Physical
Collocation, which shall be provided in accordance with the
rates, terms and conditions set forth below. The Parties
acknowledge that Microwave Physical Collocation requires
unobstructed line-of-sight. Unobstructed line-of-sight will be
provided by USWC where technically feasible but is not
guaranteed to be available.
7.6.2 Provisioning Process and Fees:
-----------------------------
7.6.2.1 Initial Site Visit: Pac-West will provide a Site
------------------
Visit Request to USWC, in writing, setting forth the
names of the USWC Central Office Building(s) Pac-West
wishes to visit for potential Microwave Physical
Collocation. Such site visit consists of Pac-West
representatives and appropriate USWC personnel
visiting a USWC Central Office building for the
purpose of determining whether an unobstructed line
-of-sight is technically feasible. Such Site Visit
does not obligate Pac-West to request, or USWC to
provide, Microwave Physical Collocation on the site.
The site visit
Page 33
<PAGE>
will take place within fifteen (15) business days of
receipt by USWC of Pac-West's Site Visit Request or as
soon thereafter as can be scheduled by the Parties.
Pac-West will submit a Site Visit Request fee of
$250.00 for each site requested with each Site Visit
not to exceed two hours. Charges for site visits that
take longer than two (2) hours will be charged by USWC
to Pac-West at USWC's loaded labor rates on a per hour
basis.
7.6.3 Microwave Physical Collocation Application:
------------------------------------------
Pac-West shall submit the appropriate collocation application
fee and form pursuant to USWC's EICT or other applicable
tariff, in addition to a Microwave Physical Collocation
Application Form (a form of which is set forth as Attachment 2,
Appendix B to this Agreement) for each central office building
where Pac-West seeks Microwave Physical Collocation. The forms
and fees will apply both to space on the roof as well as space
inside the USWC central office. Within fifteen (15) days of
receiving a collocation application USWC shall inform Pac-West
(i) if space is available inside the central office for
termination equipment and (ii) if space is available on the
roof, parapet, or other exterior structures.
If USWC concludes that rooftop/exterior space which provides
Pac-West with unobstructed line-of-sight does not appear to be
technically feasible, USWC will provide Pac-West with a written
explanation of such technical infeasibility within fifteen (15)
days of USWC's receipt of the collocation application.
7.6.4 Pre-Construction/Technical Site Visit:
-------------------------------------
Within fifteen (15) business days of informing Pac-West that
space is available inside the central office and on the roof or
exterior structure, the Parties shall visit the Central Office
rooftop or antenna where Microwave Physical Collocation has
been requested to develop specific engineering and related
technical data for use by USWC to prepare a quote for the tasks
to be performed by USWC or its approved contractors related to
the installations of the microwave facilities ("USWC Quote").
Pac-West, by the end of the Pre-Construction/ Technical Site
Visit, or within five (5) business days thereafter, shall
provide USWC with the following data:
- Type of antenna mount (pipe, NPRM)
- Type of equipment to be collocated within Pac-West's
case (vendor, capacity)
- Latitude, Longitude, Primary Antenna Line of sight
requirements (Azimuth)
- Relevant information includes: Station Name, Call Sign,
Type, Antenna Center Line (C/L), Antenna Gain, Diversity
Antenna type (if used), Diversity Antenna C/L, Diversity
Antenna Gain, Equipment Type, Equip Equipment Emission,
Power (dBm/Watts), Receive Level (dBm), EIRP
(dBm/Watts), Transmit Frequency (MHz)
- Other relevant information as identified at the site
visit.
Page 34
<PAGE>
If such data is not provided within thirty (30) days, the
request will be considered expired.
7.6.5 Preparation of Quote(s):
-----------------------
Within thirty (30) days of receiving the information
set forth in above from Pac-West, USWC will provide, as
more fully described below, a Written Assessment and a
USWC Quote including a quote for the recurring and
nonrecurring charges pursuant to the rates and terms
set forth in Attachment 3, Appendix B of this
Agreement.
The Quote(s) shall reflect the specifications submitted
by Pac-West and may change based on the actual field
conditions encountered during construction. All USWC
Quotes shall be based upon the most cost-effective and
practical method of accomplishing the tasks attendant
to the proposed interconnection and collocation, while
still meeting all of the requirements of Bellcore
Network Equipment Building System (NEBS) Generic
Equipment Requirements (TR-NWT-000063),
Electromagnetic, Compatibility and Electrical Safety
Generic Criteria for Network Telecommunication
Equipment (TR-NWT-001089), and FCC OET Bulletin 65
dated 08/97, OSHA, as well as the following USWC
Technical Publications:
77360 Antenna Installation
77355 Central Office Grounding
77350 Central Office Installation
77351 Central Office Engineering
77352 Central Office Drawings
77367 Handling of Hazardous Materials
77390 CLEC Installation/Removal Guidelines
All Quotes shall be valid for thirty (30) days from
issuance, and Pac-West shall accept or reject within
such time period. To accept a Quote, Pac-West shall so
state in writing and shall pay USWC 50% of the total
estimated charges ("Initial Payment") with the balance
due upon completion of the Microwave Physical
Collocation area and any necessary supporting
electrical or building modification work. The date of
such payment shall be the Start Date for purposes of
this agreement.
7.6.6 Pac-West Responsibilities:
-------------------------
Pac-West may select the subcontractor(s) to provide the
necessary work for the Microwave Physical Collocation
arrangement or perform the work itself, if Pac-West is
deemed a USWC-approved contractor. If Pac-West elects
to subcontract the work for the Microwave Physical
Collocation arrangement, all contractors shall be USWC-
approved contractors. All work contracted or performed
by Pac-West will be performed under the reasonable
supervision of USWC personnel and comply with USWC's
nondiscriminatory practices and procedures.
7.6.6.1 Pac-West shall obtain any and all applicable
and necessary permits, variances, licenses,
approvals and authorizations from governmental
agencies with jurisdiction, including without
limitation, use permits and building permits,
FCC licenses and
Page 35
<PAGE>
FAA approval, if required, to operate and
maintain Pac-West's facilities during the Term
of this Agreement.
7.6.6.2 Pac-West shall not use USWC's property or
permit Pac-West's agents or contractors to do
anything in or about the Central Office(s) in
conflict with any applicable law affecting the
condition, use or occupancy of the property or
the installation, operation or maintenance of
Pac-West's Microwave Physical Collocation
equipment. Pac-West shall not commit any
public or private nuisance or any other act or
practice which might or would materially
disturb the quiet enjoyment of any occupant of
nearby properties.
7.6.6.3 To the extent USWC performs any of the work
pursuant to the quotes set forth above, USWC
shall select the architect, engineers,
surveyors, contractors, suppliers, consultants
and subcontractors which may be necessary to
develop plans, furnish materials and
equipment, and perform construction work. USWC
shall manage all such work in accordance with
the plans and specifications approved by the
Parties, all applicable laws, codes and
regulations, and shall require that all
contractors perform their work in a good
workmanlike manner. USWC shall require that
all Contractors include Pac-West as an
additional insured to any policies of
insurance maintained by the Contractor for
purposes of the Work.
7.6.6.4 Notwithstanding any other provision of this
Agreement, Pac-West hereby acknowledges that
USWC may have other Co-Providers with existing
microwave physical collocation. USWC may
desire from time to time throughout the term
of this Agreement to enter into agreements
with other Co-Providers for the installation,
operation and maintenance of communications
facilities on or at USWC's Property. Pac-West
shall cooperate with USWC and all Other Co-
Providers so as to reasonably accommodate the
needs and requirements of such other Co
Providers with respect to the installation,
operation, use and maintenance of their
equipment and facilities, and all necessary
alterations, modifications and other
improvements to USWC's property, including
utility connections and access. Subject to
ownership of any exclusive frequency rights,
Pac-West's facilities shall not physically,
electronically, or inductively interfere with
the existing USWC or other Co-Providers. Each
transmitter individually and all transmitters
collectively at a given location shall comply
with appropriate federal, state, and/or local
regulations governing the safe levels of RF
radiation. The foregoing obligations shall
apply equally to all other Co-Providers.
7.6.6.5 If a third or more Co-Providers elects to
place equipment on the roof that obstructs an
existing line of sight, the third party
application will be denied unless all three
parties mutually agree to move an existing
arrangement to allow for a clear line of
sight. The costs of this application will be
borne by the third party.
Page 36
<PAGE>
7.6.6.6 In the event Pac-West desires to relocate any
of its then-existing Microwave Physical
Collocation facilities to a different place
on the relevant USWC Central Office rooftop,
Pac-West shall submit a written request to
USWC specifying the new location Pac-West
proposes to occupy. USWC shall, within thirty
(30) days, approve such relocation or
describe, in writing, why such relocation is
not technically feasible.
7.6.6.7 Pac-West is responsible for providing cable
from the radio frequency (RF) equipment to
the collocation cage. USWC will provide to
Pac-West a quote to core and pull the cable.
7.6.7 USWC Responsibilities:
---------------------
7.6.7.1 Escorted access will also be provided as
necessary by USWC at Pac-West's expense, as
described below. USWC or its designated
subcontractors shall perform all necessary
work outside of the Microwave Physical
Collocation arrangement (including work
associated with grounding, power and building
modifications) unless otherwise agreed to by
the Parties.
7.6.7.2 USWC reserves the right to reasonably object
to any part of quotes received by Pac-West or
work performed by Pac-West or USWC-approved
subcontractors on the grounds of quality of
work, performance specifications, or
scheduling, and to either select another
contractor or provide a quote within a
reasonable amount of time to Pac-West to
perform the work itself, provided that in
either event Pac-West shall not be adversely
affected.
7.6.7.3 USWC will manage roof space on a first-
come/first-served basis. USWC will work
cooperatively with Pac-West in determining
suitable space for Pac-West equipment. Once
the parties mutually determine an initial
location which provides for line of sight
pursuant to above, Pac-West is guaranteed a
clear line of sight from the antenna mount
and the edge of USWC's roof line. If USWC
requires a building enhancement/ modification
or through the placement of additional
equipment obstructs Pac-West's existing line
of sight, USWC will work with Pac-West to
move the antenna mount or raise the height of
the antenna mount for a clear line of sight.
The costs of this modification will be borne
by USWC.
7.6.7.4 USWC will not generally provide power or
environmental support to the roof space. If
USWC agrees in response to a specific request
by Pac-West to provide power or environmental
support to the roof space, Pac-West will bear
all associated costs as specified by USWC to
provide such services.
7.6.8 Written Assessment. This shall include:
------------------
7.6.8.1 A statement of technical feasibility,
including information on line of sight and
any obstructions;
Page 37
<PAGE>
7.6.8.2 Preliminary construction drawings that show
the relevant roof plan, elevations as
necessary, and support structure detail; and
7.6.8.3 Electrical drawings.
7.6.9 USWC Quotes: The Quote shall set forth separate
-----------
itemized charges for the following work:
7.6.9.1 Architectural Plan Review:
-------------------------
This shall be the sum of hourly charges of
USWC Architects necessary to review the plans.
USWC shall not charge in excess of two hours
for such review of draft(s), unless USWC
demonstrates that circumstances reasonably
warrant additional time or the Parties agree
that more time is required.
7.6.9.2 Permitting Review:
-----------------
This shall be the sum of the hourly charges of
USWC Real Estate and/or Project Managers whose
time was reasonably necessary and actually
spent reviewing permitting material and/or
assisting Pac-West in the permitting process.
USWC shall have final approval authority on
all proposed conditions, (which shall not be
unreasonably withheld) imposed by relevant
jurisdictions and USWC shall have the right to
be represented at all hearings in connection
with governmental approvals.
7.6.9.3 Exterior (and Related Interior) Building
----------------------------------------
Modification Work:
-----------------
USWC will include a quote for USWC to perform
coring within the Central Office, roof
strengthening or any other exterior building
modification that may be required.
7.6.9.4 Supervision of General Contractor:
---------------------------------
This shall be the sum of the hourly charges of
any USWC Real Estate Building Specialists or
Project Managers who monitor the installation
performed by Pac-West's contractor. All
necessary monitoring and related activity
undertaken by USWC employees shall not exceed
a total of two (2) hours per day of
construction unless USWC demonstrates that
circumstances reasonably warrant additional
time or the Parties agree that more time is
required.
7.6.9.5 Special Security Construction:
-----------------------------
If USWC demonstrates that new secure access to
the Microwave Physical Collocation location is
reasonably necessary, or if Pac-West desires
such access, the costs associated with the
construction of such access shall be described
on a separate schedule to be provided by USWC
to Pac-West.
Page 38
<PAGE>
7.6.10 Monthly Recurring Roof-Top Space Rental Fee:
-------------------------------------------
The Monthly Recurring Roof-Top Space Rental Fee shall
be on a per square foot basis as set forth in
Attachment 3, Appendix B of this Agreement. Pac-West is
limited to the placement of two microwave antenna(e)
within its space, each with a limit of 30 inches in
diameter and a height limitation of 20 feet above the
building or point of attachment, subject to line-of-
sight and structural engineering guidelines. At no time
shall an antenna(e) be directed across open roof space
without approval of USWC which shall not be
unreasonably withheld. Requests for larger or
additional equipment, including antenna(e) will be
handled on an individual case basis (ICB).
The Commencement Date for payment of the Space Rental
Fee shall be the date the space is approved and turned
over to Pac-West for use.
USWC agrees to provide notice to Pac-West when USWC
files for approval with the appropriate state
commission for the roof space rental charges. USWC will
provide notice to Pac-West within five business days of
the date of the filing to the appropriate state
commission.
7.6.11 Escorted Access:
---------------
When necessary, USWC will provide escorted access to
space on the roof based on the hourly rates set forth
in Attachment 3, Appendix B of this Agreement. The
level of the USWC personnel assigned to escort Pac-West
shall be commensurate with Pac-West's needs.
7.6.12 Equipment and Testing:
---------------------
Pac-West shall be responsible for providing, at its
sole expense, the antenna(e), coaxial cable, brackets,
connectors, support structure and weather-proofing
materials for such support structure or antenna(e)
required for the Microwave Physical Collocation. Pac-
West shall also be solely responsible for final
adjustments (e.g., pointing) of the antenna(e).
----
7.6.13 Use Permits:
-----------
Pac-West shall be responsible for obtaining all
relevant Use Permits (UPs) and shall bear all costs and
fees. Pac-West shall regularly apprise USWC of the
status of such permitting and consult with USWC as
reasonably necessary.
USWC shall cooperate with Pac-West, and Pac-West shall
pay USWC the hourly rates for time reasonably necessary
and actually spent by USWC Real Estate or Project
Managers on the permitting process. USWC shall have
final authority and exercise it in a reasonable manner
on all proposed jurisdictional conditions and has the
right to be represented at all UP hearings.
7.6.14 Schedule: Applicable only if Pac-West performs
--------
installation, otherwise ICB.
Page 39
<PAGE>
The Initial Microwave Physical Collocation Method of
Procedure (MOP) meeting between the Parties and the
contractor(s) shall be held within ten (10) business
days of the Start Date or receipt of all necessary
permits, whichever is later. Installation of the
Microwave Physical Collocation will be complete within
and in parallel with the standard 90 day physical
collocation interval for completion of physical
collocation space, provided (1) Pac-West has delivered
all the necessary microwave and related equipment to
the Central Office prior to or on the date requested by
the contractor; (2) all necessary permits have been
issued, (3) there is not inclement weather which makes
it commercially unreasonable to perform the work (e.g.,
rain or snow) (4) there are no concurrent USWC
projects, under way or planned that interfere with the
completion of Pac-West's proposed project unless such
projects have been disclosed at the initial MOP or is
an emergency project, and (5) there are no Acts of God
or other force majeure which prohibit the installation.
A final project acceptance meeting shall be scheduled
within five (5) business days of the installation
completion date. At this final meeting the Parties
shall review and approve the hand-off of the Microwave
Physical Collocation.
7.6.15 No Property Right Conferred:
---------------------------
Notwithstanding anything contained herein to the
contrary, Microwave Physical Collocation shall not
confer or be deemed to confer any property interest or
right in USWC's property, and Pac-West hereby
acknowledges that the rights conferred hereunder shall
constitute merely a non-exclusive license to use a
portion of USWC's property solely for the purposes set
forth herein. A limit of two (2) Pac-West Microwave
Physical Collocation arrangements per Central Office
will be permitted unless otherwise agreed by the
Parties. Title to Pac-West's Microwave Physical
Collocation equipment shall remain in Pac-West as the
property of Pac-West and shall not become fixtures to
USWC's property.
7.6.16 Upon the expiration or termination of this Agreement,
Pac-West shall surrender the Microwave Physical
Collocation space to USWC in its original condition and
in good order and repair, less ordinary wear and tear.
Pac-West, at its expense, to USWC's reasonable
satisfaction, shall repair any and all damages caused
by removal of Pac-West's Microwave equipment, or by the
use, operation or placement of its Microwave equipment
on the Premises. In the event Pac-West fails to remove
its Microwave equipment, Pac-West shall be liable to
USWC for all costs of removal, restoration of the
property, storage, and transportation to Pac-West of
such Microwave equipment incurred by USWC.
7.6.17 Pac-West's Insurance Obligations. Pursuant to Section
8.3.1, Insurance for Expanded Interconnection-
Collocation, U S WEST Communications Private Line
Transport Services Tariff, Colorado P.U.C. No. 14,
Effective July 1, 1996.
7.6.18 Pac-West is limited to placement of two microwave
antenna(e) within the designated space. Pac-West may
not construct improvements or make Major Alterations to
its rooftop space or microwave transmission facilities
without prior written approval from USWC, which will
not be unreasonably withheld. USWC shall respond to any
requests within a reasonable timeframe not to exceed
thirty (30) calendar days. "Major Alterations"
Page 40
<PAGE>
shall include (i) additional construction by Pac-West of
support equipment within its rooftop space, (ii) addition of
mounted equipment not expressly contemplated by the
Microwave Physical Collocation Application relating to such
rooftop space and microwave transmission facilities, and
(iii) any modification to the rooftop space. "Major
Alterations" shall not include (i) replacement of mounted
equipment with like-sized or smaller mounted equipment or
similar functionality, (ii) addition of mounted equipment
expressly contemplated by the Microwave Physical Collocation
Application relating to such rooftop space and microwave
transmission facilities and (iii) routine repairs and
maintenance to such microwave transmission facilities.
7.7 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 Pac-West 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 Pac-
West can make connections to USWC UNEs.
USWC and Pac-West share responsibility for security and network
protection, due to the varying Collocation arrangements; i.e.,
physical, common, etc.
7.7.1 Terms and Conditions - Common Collocation
7.7.1.1 Pac-West owns and is responsible for the
installation, maintenance and repair of its
transmission equipment located within the space
rented from USWC. Pac-West may only access its own
Collocated equipment.
7.7.1.2 Requests for multiple bay space will be provided in
adjacent bays where possible. When contiguous space
is not available, bays may be commingled with other
Co-Provider equipment bays. Pac-West may request
through the USWC Space Reclamation Policy, a price
quote to rearrange USWC equipment to provide Pac-
West with adjacent space.
7.7.1.3 All equipment placed will meet minimum NEBs
standards and will be engineered and installed in
accordance with USWC Technical Publications 77350,
77351, 77355, 77367 and 77386. Technical
Publications 77350 and 77367 must be in the
possession of Pac-West and its agents at the site
during all work activities.
7.7.1.4 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. Pac-West will be
notified of the results of this audit and shall
rectify all non-conformities within 30 calendar
days of notification. All non-conforming items
remaining after this 30 day period may be rectified
by USWC and the cost assessed to Pac-West.
7.7.2 Rate Elements - Common Collocation
Page 41
<PAGE>
The supporting structure and rate elements for Common
Collocation are the same as Physical Collocation, excluding the
caged enclosure.
7.7.3 Ordering - Common Collocation
7.7.3.1 Upon receipt of a Collocation Order Form and Quote
Preparation Fee (QPF), USWC will perform a feasibility
study to determine if adequate space can be found for
the placement of Pac-West'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 Collocation
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. If Pac-West agrees to terms as
stated in the Collocation Price Quote, Pac-West must
respond within 30 calendar 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 Pac-West for placement of its equipment
within 90 calendar 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.
7.7.3.2 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 calendar
days may include additional time for placement of a
POI and DC power upgrades required to meet Pac-West's
Collocation request.
7.7.4 Billing - Common Collocation
7.7.4.1 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. Pac-West 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. Pac-West may then proceed with the installation
of its equipment in the Collocation space. Once Pac-
West'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 Pac-West's approval of the project. This
completion package will initiate the recurring
collocation charges associated with the remaining
monthly charges (e.g., Collocation Entrance Facility,
DC Power, etc.)
7.7.5 Maintenance and Repair - Common Collocation
Page 42
<PAGE>
7.7.5.1 Pac-West is responsible for the maintenance and repair
of its equipment located within Pac-West's common
space.
7.7.6 Reclamation
7.7.6.1 If a request for Collocation is denied due to a lack
of space in a USWC Central Office, Pac-West 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. Pac-West has
30 business days to accept the quote. If Pac-West
accepts the quote, work will begin on receipt of 50%
of the quoted charges, with the balance due on
completion.
Reclamation may include the following:
Grooming - The moving of circuits from working
equipment to other equipment with similar
functionality for the purpose of providing space for
Interconnection.
Space Reclamation - Administrative space that can be
reconditioned for the placement of transmission
equipment.
8. UNBUNDLED ACCESS/ELEMENTS
8.1 General Terms
8.1.1 USWC agrees to provide nondiscriminatory access to the
following unbundled Network Elements on rates, terms and
conditions that are just, reasonable and nondiscriminatory
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. For any other
requested Network Elements, Pac-West will use the BFR process
as provided in Section 8.2.7.
8.1.2 This Agreement provides for the provision of unbundled Network
Elements to Pac-West which Pac-West may connect or combine for
the purpose of offering finished telecommunications services.
USWC will not combine USWC's unbundled Network Elements to
provide a finished telecommunications service to Pac-West. USWC
agrees, however, to offer finished telecommunications services
to Pac-West for resale pursuant to the Resale section of this
Agreement.
8.1.3 USWC will not restrict the types of telecommunications services
features, functions and capabilities that any unbundled element
is capable of providing that Pac-West may offer through
unbundled elements. Pac-West may combine its or USWC's elements
with any technically compatible equipment Pac-West owns or
leases or otherwise obtains from third parties. USWC will
provide Pac-West with the same features,
Page 43
<PAGE>
functions and capabilities of a particular element that USWC
provides to itself, its affiliates and any other Co-Provider,
so that Pac-West can provide any telecommunications services
that can be offered by means of the element.
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 Pac-West.
8.2.3 Digital Cross Connect System
USWC will provide Pac-West 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
(whether or not providing dialtone), 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, Pac-West 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 Pac-West.
8.2.4.1.2.1 When Pac-West requests a
nonloaded Unbundled Loop and
there are none
Page 44
<PAGE>
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. Pac-West
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 Pac-West orders multiplexing, Pac-West
will be responsible for notifying USWC of
the multiplexing channel plug requirements
and settings Pac-West desires to be
established. If Pac-West 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.
8.2.4.2 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 on the distance between Pac-West's end
user and USWC's end office and may vary due to
characteristics inherent in the physical network.
USWC, in order to properly maintain and modernize
the network, may make necessary modifications and
changes to the Network Elements in its network on
an as needed basis. Such changes may result in
minor changes to transmission parameters. Changes
that affect network interoperability require
advance notice pursuant to the Notice of Changes
section of this Agreement. The appropriate
Technical Reference Publications are as follows:
77-384 U S WEST Interconnection-Unbundled Loop,
Issue D, January, 1998
77-386 Expanded Interconnection and Collocation
for Private Line Transport and Switched
Access Services, Issue B, April, 1997
8.2.4.3 Facilities and lines furnished by USWC on the
premises of Pac-West'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
Page 45
<PAGE>
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 Pac-West's end user premises. The
connection between the distribution frame and Pac-
West 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 For the purposes of Loop assignment,
tracking, and dispute resolution, USWC will
require Proof of Authorization ("POA") for
each existing USWC end user for which Pac-
West has requested reassignment of the loop
serving that end user. Pac-West and USWC will
comply with Commission rules regarding
customer authorization for changes in local
service providers. To the extent that no such
rules are in place or existing rules are not
effective, the analogous rules of the FCC
shall apply.
8.2.4.5.2 If either Party is involved in a conflict
with an end user (and/or its respective
agent) regarding the disconnection or
provision of Unbundled Loops, Pac-West or
USWC is responsible for providing evidence as
required by the Commission's rules of its
authority to act on behalf of the end user.
Pac-West or USWC will honor the latest dated
POA designating an agent by the end user or
its respective agent. Pac-West or USWC shall
pay charges as set forth in Commission's
rules if no such charges are established and
the end user disputes Pac-West's or USWC's
authority.
8.2.4.5.3 Pac-West is responsible for its own end user
base and will have the responsibility for
resolution of any service trouble report(s)
from its end users. USWC will work
cooperatively with Pac-West to resolve
trouble reports when the trouble condition
has been isolated and found to be within a
portion of USWC's network. Pac-West must
provide to USWC switch-based test results
when testing its 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 Pac-West the
Page 46
<PAGE>
maintenance of service charges in accordance
with the applicable time and materials
charges in USWC's tariff.
8.2.4.5.4 Pac-West 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 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 The installation due date is a
nondiscriminatory negotiated item. For
related orders, new connects will be
physically worked within the same calendar
day.
8.2.4.5.6 When ordering Unbundled Loops, Pac-West is
responsible for obtaining or providing
facilities and equipment that are compatible
with the service.
8.2.4.5.7 Pac-West will have responsibility for testing
the equipment, network facilities and the
Unbundled Loop facility. If USWC performs
tests of the Unbundled Loop facility at Pac-
West's request, and the fault is not in the
USWC facilities, a charge shall apply.
8.2.4.5.8 Pac-West will be responsible for providing
battery and dial tone to its connection point
two days prior to the due date on the service
order.
8.2.4.5.9 Provisions regarding Basic Testing at
Coordinated Cutover Time shall be negotiated
between the Parties on an individual case
basis.
8.2.4.5.10 Pac-West and USWC will work cooperatively to
develop forecasts for Unbundled Loop service.
USWC requests an eighteen month forecast of
Unbundled Loop service. The forecast will
include the specific serving Wire Center that
will be requested, plus the specific quantity
of each service desired. The forecast will be
updated quarterly, and will be treated as
Pac-West confidential information.
8.2.4.6 Appendix A contains the rate information for
Unbundled Loops.
Page 47
<PAGE>
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 Pac-West.
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)
8.2.5.1.2 Vertical features will be offered as
elements. These elements are offered at the
Commission approved rates.
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.
Page 48
<PAGE>
8.2.5.2 Customized Routing
8.2.5.2.1 Description
Customized routing will enable Pac-West to
direct particular classes of calls to
prearranged outgoing trunks. Pac-West 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 unless tariffed or as
determined by the appropriate state
regulations. 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 The Network Interface Device ("NID") is a single line
termination device or that portion of a multiple line
termination device required to terminate a single
line or circuit. The function of the NID is to
establish the network demarcation point between a
carrier and its end user. This NID features two
independent chambers or divisions which separate the
service provider's network from the end user's inside
wiring at a Network Interface. Each chamber or
division includes the appropriate connection points
or posts to which the service provider, and end user,
each make their connections. (In the case of multiple
tenants or multiple occupancy buildings, the end user
may be considered the building owner.)
8.2.6.2 Pac-West may connect its loops to the USWC NID where
spare capacity exists, or may connect its NID to
USWC's NID. Where it is authorized to do so from the
relevant end user, Pac-West may disconnect inside
wiring and CPE on the end user's side of the USWC
Network Interface, and reconnect such inside wiring
and CPE to its own NID.
8.2.6.3 USWC's ("NID") is a Network Element that utilizes a
cross-connect device to connect loop facilities to
inside wiring.
Page 49
<PAGE>
USWC will permit Pac-West to connect Pac-West's loop
to the inside wiring of the Customer's or building
owner's (in the case of an MDU) premises through
USWC's NID located in, for example, a basement wiring
closet or floor wiring closet, where necessary. Pac-
West must establish the connection to USWC's NID
through an adjoining NID which serves as the network
interface or demarcation for Pac-West's loop.
Pac-West may make such connections without requesting
a dispatch of USWC personnel. Pac-West may remove
jumpers between wiring blocks on USWC NIDs or use
other reasonable and industry standard methods of
making such connections, ensuring proper termination
of USWC facilities. Pac-West will pre-test to ensure
that Pac-West's personnel do not inadvertently
disconnect a different end user.
Maintenance and control of premises (inside wiring)
is under the control of the Customer, or in MDUs,
usually the building owner. Any conflicts between
service providers for access to the Customer's or
building owner's inside wiring must be resolved by
the Customer or building owner. Where USWC owns or
maintains a Customer's or building owner's inside
wiring, for example, from a basement wiring closet
through risers to a floor wiring closet, or all the
way to a Customer premises, Pac-West may make
connections at appropriate facilities in a basement
or floor wiring closet in the same manner as if the
demarcation point where at such basement or floor
wiring closet, and Pac-West will indemnify and hold
USWC harmless from any errors or omissions of Pac-
West or claims or actions by Customer regarding such
connections by Pac-West. Where Pac-West makes a
connection to USWC-owned or maintained inside wiring,
Pac-West will follow any reasonable and industry-
accepted technical standards provided to Pac-West by
USWC regarding such connections.
8.2.6.4 Pac-West and USWC each agree to indemnify the other
for damages or claims arising out of the indemnifying
party's connection, disconnection or reconnection of
its loops, NIDs, or the inside wiring of its end
users to or from the facilities of the indemnified
party.
8.2.6.5 Technical Requirements
8.2.6.5.1 The NID shall provide a clean, accessible
point of connection for the inside wiring
and for the Distribution Media and/or
cross connect to Pac-West's NID and shall
maintain a connection to ground that
meets the requirements set forth below.
8.2.6.5.2 The NID shall be capable of transferring
electrical analog or digital signals
between the subscriber's inside wiring
and the Distribution Media and/or cross
connect to Pac-West's NID.
Page 50
<PAGE>
8.2.6.5.3 All NID posts or connecting points shall be
in place, secure, usable and free of any rust
or corrosion. The protective ground
connection shall exist and be properly
installed. The ground wire shall be free of
rust or corrosion and have continuity
relative to ground.
8.2.6.5.4 The NID shall be capable of withstanding all
normal local environmental variations.
8.2.6.5.5 Where the NID is not located in a larger,
secure cabinet or closet, the NID shall be
protected from physical vandalism. The NID
shall be physically accessible to Pac-West
designated personnel. In cases where entrance
to the end user's premises is required to
give access to their NID, Pac-West shall
obtain entrance permission directly from the
end user.
8.2.6.5.6 USWC shall offer the NID together with, and
separately from the Distribution Media
component of Loop Distribution.
8.2.6.6 Interface Requirements
8.2.6.6.1 The NID shall be the interface to
subscribers' premises wiring for all loop
technologies.
8.2.6.6.2 The NID shall be equal to all of the industry
standards for NIDs set forth in the following
technical references:
8.2.6.6.2.1 Bellcore Technical Advisory
TA-TSY-000120 "Subscriber Premises
or Network Ground Wire";
8.2.6.6.2.2 Bellcore Generic Requirement
GR-49-CORE " Generic Requirements
for Outdoor Telephone Network
Interface Devices";
8.2.6.6.2.3 Bellcore Technical Requirements
TR-SWT-00239 "Indoor Telephone
Network Interfaces";
8.2.6.6.2.4 Bellcore Technical Requirement TR-
NWT-000937 "Generic Requirements
for Outdoor and Indoor Building
Entrance"; and
8.2.6.6.2.5 Bellcore Technical Requirement TR-
NWT-0001 33 "Generic Requirements
for Network Inside Wiring."
Page 51
<PAGE>
8.2.6.7 Any costs associated with USWC's connection of Pac-
West's NID to USWC's NID, will be the responsibility
of Pac-West.
8.2.6.8 The price for access to the NID on USWC's side of the
demarcation point will be provided on a case-by-case
basis unless tariffed or as determined by the
appropriate state regulations. If access to the USWC
NID on USWC's side of the demarcation point is
reasonably determined by the Parties to be a service
call covered by tariff and if the price for the access
is not covered by tariff or as determined by the
appropriate state regulations, Pac-West will make
appropriate arrangements with USWC to pay the
appropriate cost as agreed to by the Parties.
8.2.7 Additional Unbundled Elements
Pac-West 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. Network Elements identified by the appropriate state
commission or the FCC will not require the use of the BFR
Process to qualify the Network Elements. However, Network
Elements pricing and Network Elements installation intervals
may be determined by the BFR process.
9. ANCILLARY SERVICES AND ARRANGEMENTS
9.1 Signaling Access to Call-Related Databases
9.1.1 When Pac-West is purchasing local switching from USWC, USWC
will provide access via the STP to call related databases used
in AIN services. The Parties agree to work in the industry to
define the mediated access mechanisms for SCP access. Access to
the USWC Service Management Systems (SMS) will be provided to
Pac-West, 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. Pac-West may choose the signaling provider of
their choice.
9.1.3 CCSAC includes:
9.1.3.1 Entrance Facility - This element connects Pac-West's
signaling point of interface with the USWC serving
wire center (SWC). Pac-West may purchase this element
or it may self-provision the entrance facility. If the
entrance
Page 52
<PAGE>
facility is self-provisioned, Pac-West 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. Pac-West may purchase this
element or self-provision transport directly to the
STP. If Pac-West provides the link to the STP, it must
purchase Collocation, 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 through the STP or at a point ordered by the FCC or
state commission.
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 Pac-West 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.
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 reasonable advance
notice to the other Party and reasonable coordination
and a project
Page 53
<PAGE>
schedule 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. The project schedule for conversion from
INP to PNP will be mutually agreed upon by the
Parties.
9.2.1.4 USWC will update its Line Information Database
("LIDB") listings for retained numbers as directed by
Pac-West. 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 Pac-West 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
Pac-West or by Pac-West 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 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.
Page 54
<PAGE>
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 Calls to INP telephone numbers will be
delivered to the terminating office located
within the INP Provider's local calling
area and toll rating area that is
associated with the NPA/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.
9.2.2.4.4.3 INP Provider accepts the
transfer of responsibility.
9.2.2.4.5 USWC 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
Page 55
<PAGE>
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 section.
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 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 have some technical
constraints and thus may not be 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.
Page 56
<PAGE>
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 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
Page 57
<PAGE>
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 IntraLATA Toll and InterLATA
minutes delivered over INP, USWC will
pay, in addition to reciprocal
compensation, the applicable CCLC for
each minute.
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 Pac-West exchanges to be included in USWC's E-911 Data
Base will be indicated via written notice and will not
require an amendment to this Agreement.
9.3.1.2 In counties where USWC has obligations under existing
agreements as the primary provider of the 911 System
to the county, Pac-West will participate in the
provision of the 911 System as described in this
Agreement.
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 Pac-West 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
Page 58
<PAGE>
an individual case basis. The data will be
provided in industry standard computer
readable format.
9.3.1.2.3 For selective routing table updates, Pac-
West 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. Pac-West
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. Pac-West assumes all
responsibility for the accuracy of the data
that Pac-West provides for MSAG preparation
and E-911 Data Base operation.
9.3.1.2.4 Pac-West 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 Thoroughfare
Abbreviations and NENA-02-003 Recommended
Protocols For Data Exchange. USWC will
furnish Pac-West any variations to NENA
recommendations required for ALI data base
input.
9.3.1.2.5 Pac-West 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 Pac-West 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 Pac-West with the
identification of the USWC 911 controlling
office that serves each geographic area
served by Pac-West.
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 Pac-West with the ten-
digit telephone numbers of each PSAP
agency, for which USWC provides the 911
function, to be used by Pac-West to acquire
emergency telephone numbers for operators
to handle emergency calls in those
instances where the Pac-West end user dials
"O" instead of "911".
Page 59
<PAGE>
9.3.1.2.10 Pac-West will provide USWC with the ten-
digit telephone numbers of each PSAP
agency, for which Pac-West 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, Pac-West will negotiate
separately with such third party with regard to the
provision of 911 service to the county. All relations
between such third party and Pac-West are totally
separate from this Agreement and USWC makes no
representations on behalf of the third party.
9.3.1.4 If Pac-West is the primary service provider to the
county, Pac-West and USWC will negotiate the specific
provisions necessary for providing 911 service to the
county and will include such provisions in an
amendment to this Agreement.
9.3.1.5 Pac-West 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 Pac-West is responsible for network management of its
network components in compliance with the Network
Reliability Council Recommendations and meeting the
network standard of USWC for the 911 call delivery.
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 Pac-West 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 Pac-West. 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
Page 60
<PAGE>
end user data provided for inclusion in the E-911 Data
Base.
9.3.2.4 For PSAP default routing purposes, Pac-West 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.
9.4 Directory Assistance
9.4.1 USWC agrees to (1) provide to Pac-West's operators on-line
access to USWC's directory assistance database; (2) provide to
Pac-West unbranded directory assistance service (3) provide to
Pac-West directory assistance service under the Pac-West brand
(where technically feasible); (4) allow Pac-West or Pac-West's
designated operator bureau to license USWC's directory
assistance database for use in providing competitive directory
assistance services; and (5) allow Pac-West to provide its own
recording where technically feasible. 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. Pac-West may, at its
option, request USWC to not provide call completion services to
Pac-West 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 Pac-West's end users in USWC's listing
database, based on end user information provided to
USWC by Pac-West. USWC is authorized to use Listings
in Directory Assistance (DA) and as noted in paragraph
9.5.1.4, below.
9.5.1.2 Pac-West will provide in standard, mechanized format,
and USWC will accept at no charge, one primary listing
for each main telephone number belonging to Pac-West's
end users. Primary listings are as defined for USWC
Page 61
<PAGE>
end users in USWC's general exchange tariffs. Pac-West
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
Pac-West utilizes Remote Call Forwarding for local
number portability, Pac-West can list only one number
without charge - either the end user's original
telephone number or the Pac-West-assigned number. The
standard discounted rate for an additional listing
applies to the other number.
9.5.1.3 USWC will furnish Pac-West the Listings format
specifications. Pac-West may supply a maximum of one
batch file daily, containing only Listings that
completed on or prior to the transmission date. USWC
cannot accept Listings with advance completion dates.
Large volume activity (e.g., 100 or more listings) on
a caption set is considered a project that requires
coordination between Pac-West and USWC to determine
time frames.
9.5.1.4 Pac-West grants USWC a non-exclusive license to
incorporate Listings information into its directory
assistance database. Pac-West hereby selects one of
two options for USWC's use of Listings and
dissemination of Listings to third parties.
EITHER:
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. Pac-West
authorizes USWC to sell and otherwise make
Listings available to directory publishers.
USWC shall be entitled to retain all
revenue associated with any such sales.
Listings shall not be provided or sold in
such a manner as to segregate end users by
carrier.
OR:
9.5.1.4.2 Restrict to USWC's directory assistance --
Prior authorization required by Pac-West
for all other uses. Pac-West makes its own,
separate agreements with USWC, third
parties and directory publishers for all
uses of its Listings beyond 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 Pac-West's
authorization. USWC shall be entitled to
retain all revenue associated with any such
sales.
Page 62
<PAGE>
Listings shall not be provided or sold in such a
manner as to segregate end users by carrier.
Pac-West hereby selects Option 9.5.1.4.2.
---------
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 Pac-West
orders. USWC will take reasonable steps in accordance
with industry practices to accommodate non-published
and non-listed Listings provided that Pac-West has
supplied USWC the necessary privacy indicators on
such Listings.
9.5.2.2 USWC will include Pac-West Listings in USWC's
Directory Assistance service to ensure that callers
to USWC's Directory Assistance service have non-
discriminatory access to Pac-West's Listings.
9.5.2.3 USWC will ensure the Pac-West Listings provided to
USWC are included in the white pages directory
published on USWC's behalf, in accordance with Pac-
West's selection under Section 9.5.1.4, above.
9.5.3 Pac-West Responsibilities
9.5.3.1 Pac-West agrees to provide to USWC its end user
names, addresses and telephone numbers in a standard
mechanized format, as specified by USWC.
9.5.3.2 Pac-West will supply its ACNA/CIC or CLCC/OCN, as
appropriate, with each order to provide USWC the
means of identifying Listings ownership.
9.5.3.3 Pac-West represents and warrants the end user
information provided to USWC is accurate and correct.
Pac-West further represents and warrants that it has
reviewed all Listings provided to USWC, including end
user requested restrictions on use such as non-
published and non-listed. Pac-West shall be solely
responsible for knowing and adhering to state laws or
rulings regarding Listings (e.g., no solicitation
requirements in the states of Arizona and Oregon,
privacy requirements in Colorado), and for supplying
USWC with the applicable Listing information.
Page 63
<PAGE>
9.5.3.4 Pac-West is responsible for all dealings with, and on
behalf of, Pac-West'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 Pac-West's end
user information. If end user information
provided by Pac-West to USWC does not contain a
privacy indicator, no privacy restrictions will
apply.
9.5.3.4.4 Any additional services requested by Pac-West'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.
9.7 Toll and Assistance Operator Services
9.7.1 Description of Service.
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 Pac-
Page 64
<PAGE>
West via Collocation arrangements to route calls to Pac-West's
platform. Collocation shall not be required for the provision
of toll and assistance functions to Pac-West.
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.
During the interconnection planning meetings between Pac-West
and USWC, the Trunking and Routing, IOF and Switch sub-teams
are identified and formed.
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.
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.
Page 65
<PAGE>
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. Pac-West SS7 connections will be required to
meet Bellcore's GR905. TR954 and USWC's Technical
Publication 77342 specifications.
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 Pac-West 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.
Page 66
<PAGE>
9.9 Access to Poles, Ducts, Conduits, and Rights of Way
To the extent required by the appropriate state or federal
regulation, 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)
Notwithstanding anything herein to the contrary, USWC shall, in accordance
with FCC and Commission rules, provide Pac-West with access to pre-
ordering, ordering, maintenance and repair, and billing OSS functions
comparable to the access which USWC provides itself, or its affiliates or
any other Co-Provider. 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 Pac-West 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.
10.1.1 USWC shall provide Pac-West with all documentation and
training necessary for Pac-West personnel to efficiently use
the operational systems interfaces. USWC shall provide such
documentation free of charge, and such training at
nondiscriminatory reasonable rates. USWC shall provide
reasonable written notice to Pac-West for all changes in the
methods, procedures and functionality of interfaces or OSS
functions provided to Pac-West that would materially impact
Pac-West's use of such interfaces or functions.
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
Page 67
<PAGE>
mediation or control point between Pac-West'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 Pac-West 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 Pac-West to
properly identify the end user's address for
verification.
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, Pac-
West will have to contact USWC to input the record
before the order can be submitted.
Page 68
<PAGE>
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 Pac-West discount will not be applied.
10.3.1.3 End user Service Information Request
Gives Pac-West the ability to request a listing of
services and features USWC is currently providing to
an end user.
10.3.1.4 View/Update Service Query/Service Request Response
Gives Pac-West the ability to view or update an
existing Service Request (SR).
10.3.1.5 Store Service Request
This transaction allows Pac-West to store a new or
existing SR.
This SR can be stored for the number of days specified
in USWC's methods and procedures before the SR must be
submitted to USWC as a Work Order.
USWC will store the SR on-line until the associated
Work Order is canceled by Pac-West or completed by
USWC.
10.3.2 Ordering
With the pre-ordering steps completed, the requisite
information will have been obtained from Pac-West 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
Page 69
<PAGE>
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. Pac-West 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, Pac-
West must call the USWC Number Assignment Center (NAC)
and the request will be handled manually. Pac-West
will not have direct access to the telephone number
assignment system.
10.3.2.3 Exchange Telephone Numbers/Response
Enables Pac-West to exchange the TN returned by the
Telephone Number Availability Transaction for two more
TNs. Pac-West must select one of the three TNs to
proceed with the Work Order.
10.3.2.4 Return Telephone Numbers
Enables Pac-West 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 Pac-West 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
Page 70
<PAGE>
the TN expires, otherwise the TN will be returned to
the available pool of TNs.
10.3.2.6 Appointment Availability
Allows Pac-West to select an appointment from a
calendar of available appointments. Pac-West 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 Pac-West to reserve an available appointment
after the appointment availability calendar has been
returned to Pac-West 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 Pac-West, the end
user desired due date, the service being requested,
the order type (only change and migration to Pac-
West), POA (Proof of Authorization), class of service,
telephone number and additional information 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 Pac-West.
This may not happen in real time. Pac-West 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 Pac-West 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 Pac-West on
demand. Real Time Order Completion and Jeopardy
Notification is not proactively issued by USWC.
10.3.2.10 Order Completion Report
Provides Pac-West with a daily (Monday - Saturday)
report, electronically, that identifies all work
orders that
Page 71
<PAGE>
were completed by USWC on that date. This report is
called the Co-Provider Completion Report.
10.3.3. Repair
Repair functions allow Pac-West 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 Pac-West 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., Security) are currently ongoing
within USWC as to how to provide this capability.
10.3.3.2 Open Trouble Report
Gives Pac-West the capability to open a TR with USWC.
10.3.3.3 Open Trouble Report Response
Gives Pac-West the capability to the Open TR request and
contains information about the TR that Pac-West needs to
track or to convey to Pac-West's end user.
10.3.3.4 Completion Notification
Provides notification to Pac-West that a TR has been
closed because the trouble was resolved.
10.3.3.5 Cancel Trouble Report Instruction
Allows Pac-West to cancel a previously opened TR.
10.3.3.6 Status Change Notification
Provides notification to Pac-West 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,
Page 72
<PAGE>
. 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
provide this data to Pac-West 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 Pac-West 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 Pac-West 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 Pac-West and is a
function of the numbers of Pac-West 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 Pac-West. 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.
Page 73
<PAGE>
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. For all charges relating to OSS function
access, USWC will charge Pac-West nondiscriminatory rates,
and impose nondiscriminatory terms and conditions for such
access.
11. RESALE
11.1 Description
11.1.1 USWC will provide resale services to Pac-West in accordance
with the applicable state or federal regulations. 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. Rates and Charges are set forth in the
applicable tariffs.
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.
11.2 Scope
11.2.1 To the extent required by applicable tariff, state or
federal regulations, 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.) only to the extent required by tariff
or commission order.
11.2.2 USWC shall provide to Pac-West services for resale that are
equal in quality, subject to the same conditions (including
the conditions in USWC's effective tariffs), and that are
within the 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 or in
accordance with any federal service quality standards to the
extent that federal standards pre-empt state standards.
11.3 Ordering and Maintenance
11.3.1 Pac-West, or Pac-West's agent, shall act as the single point
of contact for its end users' service needs, including
without limitation, sales, service design, order taking,
provisioning,
Page 74
<PAGE>
change orders, training, maintenance, trouble reports,
repair, post-sale servicing, billing, collection and
inquiry. Pac-West shall make it clear to its end users that
they are end users of Pac-West for resold services. Pac-
West's end users contacting USWC will be instructed to
contact Pac-West, however, nothing in this Agreement, except
as provided below, shall be deemed to prohibit USWC from
discussing its products and services with Pac-West's end
users who call USWC for any reason. Provided that USWC shall
ensure that any USWC personnel who may receive customer
inquiries, or otherwise have opportunity for end user
contact: (a) provide appropriate referrals and telephone
numbers to end users who inquire about Pac-West services or
products; and (b) do not in any way disparage or
discriminate against Pac-West, or its products or services.
11.3.2 Pac-West shall transmit to USWC all information necessary
for the installation (billing, listing and other
information), repair, maintenance and post-installation
servicing according to USWC's standard procedures, as
described in the USWC resale operations guide that will be
provided to Pac-West. When USWC's end user or the end user's
new service provider discontinues the end user's service in
anticipation of moving to another service provider, USWC
will render its closing bill to the end user effective with
the disconnection. If USWC is not the local service
provider, USWC will issue a bill to Pac-West for that
portion of the service provided to Pac-West should Pac-
West's end user, a new service provider, or Pac-West request
service be discontinued to the end user. USWC will notify
Pac-West by FAX, OSS, or other processes when an end user
moves to another service provider. USWC will not provide
Pac-West 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. Nothing herein shall be
deemed to prohibit an end user whose account is in arrears
with a Party from disconnecting service with that Party and
re-establishing service with another local service provider,
including a Party hereto. 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 Pac-West shall provide USWC and USWC shall provide Pac-West
with points of contact for order entry, problem resolution
and repair of the resold services.
11.3.4 Prior to placing orders on behalf of the end user, Pac-West
shall be responsible for obtaining and have in its
possession Proof of Authorization ("POAs"). Pac-West and
USWC will comply with Commission rules regarding customer
authorization from changes in local service provider. To the
extent that no such rules are in place or existing rules are
not effective, the analogous rules of the FCC shall apply.
Pac-West shall make POAs available to USWC upon request:
11.3.4.1 The end user's written Letter of Authorization or LOA.
Page 75
<PAGE>
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 Pac-West
which has been signed and returned by end user. Pac-
West will wait fourteen (14) days after mailing the
postcard before placing an order to change.
11.3.5 Prior to placing orders that will disconnect a line from one
another's or another provider's account, Pac-West or USWC is
responsible for obtaining all information needed to process
the disconnect order and re-establish the service on behalf
of the end user. If a conflict occurs between an end user
(and/or its respective agent) and Pac-West or USWC regarding
the disconnection of local service, Pac-West or USWC will
honor the latest dated POA. In the event either party places
a disconnect order without required authorization, such
party shall be responsible for paying charges set forth in
Commission rules regarding customer authorization for
changes in telecommunications carriers. To the extent that
there are no such Commission rules or such rules are not in
effect, the analogous rules of the FCC shall apply.
11.3.6 USWC will not seek to win end user customers back to USWC
following Pac-West order activity until service has been
established with Pac-West.
11.3.7 Pac-West shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its end users for interLATA
services and intraLATA services when intraLATA
presubscription is implemented.
11.3.8 When end users switch from USWC to Pac-West, or to Pac-West
from any other Reseller, such end users shall be permitted
to retain their 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 Pac-West end users from retaining their current
telephone numbers.
11.3.9 Pac-West and USWC will employ the procedures for handling
misdirected repair calls as specified in the Coordinated
Repair Calls section of this Agreement.
11.4 Pac-West Responsibilities
11.4.1 Pac-West 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. Pac-West must provide to USWC
accurate end-user
Page 76
<PAGE>
information to ensure appropriate listings in any databases
in which USWC is required to retain and/or maintain end-user
information. USWC assumes no liability for the accuracy of
information provided by Pac-West.
11.4.2 Pac-West may not reserve blocks of USWC telephone numbers,
except as allowed by tariffs and applicable state
regulations.
11.4.3 Pac-West 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 Pac-
West'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 Pac-West's accounts, USWC
will promptly inform Pac-West and, at the direction of Pac-
West, take reasonable action to mitigate the fraud where
such action is possible.
11.4.4 In accordance with the Act, Pac-West will indicate the date
it will offer to residential and business subscribers
telephone exchange services. Pac-West will provide a three
year forecast within ninety (90) 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 Pac-West 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
. Pac-West's anticipated order volume
. Pac-West's key contact personnel
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 Pac-West for any reason, including disconnection
of Pac-West for failure to make payment as required herein,
Pac-West shall be responsible for providing any and all
necessary notice to its end users of the termination. In no
case shall USWC be responsible for providing such notice to
Pac-West's end users. USWC will provide notice to Pac-West
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.
Page 77
<PAGE>
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 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.
Page 78
<PAGE>
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 Pac-West 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 Pac-West 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
Pac-West. Tariffed, non-recurring charges will apply to new
installations.
11.5.4 A Subscriber Line Charge (SLC) will continue to be paid by
Pac-West without discount for each local exchange line
resold under this Agreement. All federal and state rules and
regulations associated with SLC as found in the applicable
tariffs also apply.
11.5.5 Pac-West will pay to USWC the PIC change charge without
discount associated with Pac-West end user changes of inter-
exchange or intraLATA carriers.
11.5.6 Pac-West agrees to pay USWC when its end user activates any
services or features that are billed on a per use or per
activation basis 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. However, if Pac-West 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 Pac-
West a price quote for the construction. If the quote is
accepted, Pac-West 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 At the request of Pac-West and where technically feasible,
USWC will rebrand operator services and directory assistance
in Pac-West's name, provided the costs associated with such
rebranding are paid by Pac-West. Pac-West may request to
unbrand operator services and directory assistance where
technically
Page 79
<PAGE>
feasible, provided the costs associated with such unbranding
are paid by Pac-West
11.6 Collateral and Training
The Parties will jointly develop procedures regarding Pac-West's use
of USWC's retail product training materials. Except for any rights
granted by USWC to Pac-West 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.
11.7 Directory Listings
USWC will accept at no charge one primary listing for each main
telephone number belonging to Pac-West's end user based on end user
information provided to USWC by Pac-West. USWC will place Pac-West's
listings in USWC's directory listing database for directory
assistance purposes and will make listings available to directory
publishers and to other third parties. Additional terms and
conditions with respect to directory listings are described in the
Ancillary Services and Arrangements section of this Agreement.
11.8 Billing
11.8.1. USWC shall bill Pac-West and Pac-West is responsible for all
applicable charges for the resold services as provided
herein. Pac-West shall also be responsible for all tariffed
charges and charges separately identified in this Agreement
associated with services that Pac-West resells to an end
user under this Agreement.
11.8.2 USWC shall provide Pac-West, on a monthly basis, within 7-10
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 Pac-West for Pac-West 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 Pac-West to make a suitable deposit to be
held by USWC as a guarantee of the payment of charges. Any
deposit required of an existing Reseller is due and payable
within ten days after the requirement is imposed. The amount
of the deposit shall be the estimated charges for the resold
service which will accrue for a two-month period.
11.9.2 When the service is terminated, or when Pac-West has
established satisfactory credit, the amount of the initial
or additional deposit, with any interest due as set forth in
applicable Tariffs, will, at Pac-West's option, either be
credited to Pac-West's account or refunded. Satisfactory
credit for a Reseller is defined
Page 80
<PAGE>
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.
11.10 Payment
11.10.1 Amounts payable under this Resale Section are due and
payable within thirty (30) days after the bill date of
USWC's invoice. During the initial three billing cycles of
this Agreement, Pac-West and USWC agree that undisputed
amounts shall be paid as provided herein. Pac-West 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) 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) days
following resolution of the dispute.
11.10.2 After the three (3) month period outlined above, Pac-West
will pay the bill in full within 30 days after the bill date
of the invoice. Billing disputes will be processed and
jointly resolved. Any disputed amounts that USWC remits to
Pac-West 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 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
Pac-West to make full payment for the resold services
provided under this Agreement within thirty (30) days of the
due date on Pac-West'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 Pac-West to make full
payment for the resold services provided under this
Agreement within sixty (60) days of the due date on Pac-
West's bill. Pac-West 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.
Page 81
<PAGE>
11.10.7 USWC shall credit Pac-West'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 Pac-West.
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 Pac-West who will evaluate the facts
and circumstances of the service quality issues and will
work with Pac-West 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 Pac-
West requests related to central office (NXX) code
administration and assignments in the manner required and
consistent with the Central Office Code Assignment
Guidelines.
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.
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 Pac-West in accordance with national guidelines at no
charge.
Page 82
<PAGE>
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. US WEST DEX ISSUES
USWC and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, yellow
page listings, will be the subject of negotiations between Pac-West and
directory publishers, including U S WEST Dex. USWC acknowledges that Pac-
West may request USWC to facilitate discussions between Pac-West and U S
WEST Dex.
15. ACCESS TO DATABASES
In accordance with Section 271 of the Act, USWC shall provide Pac-West
with interfaces to access USWC's databases and associated signaling
necessary for the routing and completion of Pac-West traffic. Except where
otherwise specified, access to such databases, and the appropriate
interfaces, shall be requested by Pac-West 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 Pac-West, or from Pac-West 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. This
announcement will provide details on the new number that must be dialed to
reach this end user.
18. COORDINATED REPAIR CALLS
18.1 Pac-West and USWC will employ the following procedures for
handling misdirected repair calls;
Page 83
<PAGE>
18.1.1 Pac-West 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 Pac-West shall be instructed to report all
cases of trouble to Pac-West. 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 Pac-West 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
reasonable non-discriminatory manner.
19.2 A BFR shall be submitted in writing and on the appropriate USWC
form for BFRs. The form will request, and Pac-West 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 proprietary element as specified in Section 251(d)(2)
of the Act, Pac-West 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 Pac-West to provide the services that it seeks to offer, and
that Pac-West'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,
Pac-West 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 Pac-West.
Page 84
<PAGE>
19.3 Within 15 business days of its receipt, USWC shall acknowledge receipt of
the BFR and in such acknowledgment advise Pac-West of missing information,
if any, necessary to process the BFR. Thereafter, USWC shall promptly
advise Pac-West of the need for any additional information that will
facilitate the analysis of the BFR.
19.4 Within 30 calendar days of its receipt of the BFR and all information
necessary to process it, USWC shall provide to Pac-West 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 Pac-West as soon
as reasonably possible of that fact, and USWC shall promptly,
but in no case later than ten days after making such a
determination, provide a written report setting forth the basis
for its conclusion.
19.4.2 If USWC determines during the thirty day period that the BFR
qualifies under the Act, it shall notify Pac-West in writing of
such determination within ten days.
19.4.3 As soon as feasible, but in any case within 90 days after USWC
notifies Pac-West that the BFR qualifies under the Act, USWC
shall provide to Pac-West 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 the Interconnection or the Network
Elements and any minimum volume and term commitments required.
19.5 If USWC has indicated minimum volume and term commitments, then within 30
days of its receipt of the BFR quote, Pac-West must either agree to
purchase under those commitments, cancel its BFR, or seek mediation or
arbitration.
19.6 If Pac-West has agreed to minimum volume and term commitments under the
preceding paragraph, Pac-West may cancel the BFR or volume and term
commitment at any time, but in the event of such cancellation Pac-West
will pay USWC's reasonable development costs incurred in providing the
Interconnection or Network Element, to the extent that those development
costs are not otherwise amortized.
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.
Page 85
<PAGE>
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.
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 borne 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.
Page 86
<PAGE>
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, Pac-West and USWC will aggregate such competitors'
data before release to the other Party, to insure the protection of
the proprietary nature of information of other competitors. To the
extent a competitor is an affiliate of the Party being audited
(including itself and its subsidiaries), the Parties shall be
allowed to examine such affiliates' disaggregated data, as required
by reasonable needs of the Audit.
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 Pac-West 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, Pac-West may
choose to block such calls, or Pac-West 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.
Page 87
<PAGE>
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 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.
Page 88
<PAGE>
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, Pac-West will provide USWC with a
forecast of interoffice trunks and switch 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 Pac-West before
constructing facilities. If Pac-West'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, USWC will notify Pac-West and a recurring charge will apply
for all unused trunks below the minimum utilization level. At such
time, a joint planning meeting to adjust the number of interoffice
trunks will occur and adjustments will be made accordingly to
assure the most efficient utilization of the network is
accomplished.
23.3.1 The Parties shall work cooperatively in the joint planning
meetings to reach agreement on the trunk forecast
requirements. In the event that a dispute arises regarding
these requirements, the Parties shall attempt in good
faith to resolve the matter informally. If the Parties
fail to reach resolution, the Dispute Resolution provision
of this Agreement shall apply.
23.3.2 The Parties agree that orders placed in excess of the
agreed-to forecast trunk requirements and/or non-
forecasted orders will be considered and may be subject to
the following options. The orders, when taken, will be
compared to the current forecast on record. If the orders
exceed the forecast the ordering Party can choose from the
following options.
23.3.2.1 Wait for the next forecast cycle (cancel the
order).
23.3.2.2 Pay construction charges for the additional
facilities.
23.3.2.3 Ask the providing Party to perform a broker
function and request other Co-Providers to
release unneeded forecasted trunks. This process
shall be conducted in a confidential manner so
that neither Party's proprietary information
will be disclosed to third parties, including
the Co-Providers referenced herein.
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 Pac-West's request for unbundled Network
Elements, USWC will bill 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
Page 89
<PAGE>
general body of end users, and without discrimination among the
various carriers.
23.6 A quote for Pac-West's portion of a specific job will be provided
to Pac-West. The quote will be in writing and will be binding for
ninety (90) days after the issue date. When accepted, Pac-West will
be billed the quoted price and construction will commence after
receipt of payment. If Pac-West chooses not to have USWC construct
the facilities, USWC reserves the right to bill Pac-West for the
expense incurred for producing the engineered job design.
23.7 In the event a construction charge is applicable, Pac-West'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 Pac-West the same level of service that
USWC provides to itself, and/or its affiliates, and all other Co-
Providers as determined by measuring and comparing a statistically
significant number of activities listed below.
24.1.1 For those services procured by Pac-West and unless
otherwise noted below, USWC shall measure its results and
those of its affiliates and other Co-Providers as a
percentage. USWC shall also measure the percentage results
of Pac-West.
Pac-West agrees to measure its performance related to
these performance indicators in providing service to USWC.
Upon request, USWC will provide definitions of the
performance indicators sufficient for Pac-West to
determine their accuracy and relevance.
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 Pac-West'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)
Page 90
<PAGE>
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 Days
Business Installation Reports (Repair Report After
Installation) Within 7 Days
Designed Installation Reports (Repair Report After
Installation) Within 30 Days (DS0)
Designed Installation Reports (Repair Report After
Installation) Within 30 Days (DS1)
Designed Installation Reports (Repair Report After
Installation) Within 30 Days (DS3)
Designed Installation Reports (Repair Report After
Installation) Within 30 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 < 4 hours (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
Page 91
<PAGE>
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 Days
Business Repair Repeated Reports Within 30 Days
Designed Repair Repeated Reports Within 30 Days (DS0)
Designed Repair Repeated Reports Within 30 Days (DS1)
Designed Repair Repeated Reports Within 30 Days (DS3)
Designed Repair Repeated Reports Within 30 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 Days 2 Wire
Installation Reports Within 30 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 Days 2 Wire
Repair Repeated Reports Within 30 Days 4 Wire
LIS Trunk Indicators
--------------------
Firm Order Confirmations Within Six Days (Facilities in
Place)
Average Installation Intervals Delivered (Facilities in
Place) (Days and Hours)
Installation Commitments
Installation Reports Within 30 Days
Out of Service Cleared in < 4 hours
Repair Repeated Reports Within 30 Days
Co-Provider-caused Trouble Reports
Page 92
<PAGE>
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 section 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.
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.
Page 93
<PAGE>
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 Neither Party shall use any service related to or use any of
the services provided in this Agreement in any manner that
interferes with other persons in the use of their service,
prevents other persons from using their service, or otherwise
impairs the quality of service to other carriers or to either
Party's end users, and each Party may discontinue or refuse
service if the other Party violates this provision. Upon such
violation, either Party shall provide the other Party notice
of such violation, if practicable, at the earliest practicable
time.
26.1.4 Each Party is solely responsible for the services it provides
to its end users and to other Telecommunications Carriers.
26.1.5 The Parties shall work cooperatively to minimize fraud
associated with third-number billed calls, calling card calls,
and any other services related to this Agreement.
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 August
10, 2000 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 Pac-
West, consistent with Section 252(i) of the Act, may opt into a then-
existing, valid interconnection agreement, 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. When the Parties are in the arbitration process and
if an agreement has not been reached between the Parties, the terms
and conditions of this Agreement will remain in effect until the
arbitration has been concluded. So long as the Parties are
negotiating or arbitrating a new interconnection agreement, the terms
of this Agreement will continue to apply until the Parties reach a new
negotiated or arbitrated agreement, or Pac-West opts into a then
existing valid interconnection agreement.
Page 94
<PAGE>
26.3 Letter of Authorization
Where so indicated in specific sections of this Agreement, Pac-West is
responsible to have a Letter of Authorization. Pac-West is solely
responsible to obtain authorization from its end user for the handling
of the disconnection of the end user's service with USWC, the
provision of service by Pac-West, and the provision of Unbundled Loops
and all other ancillary services. Should a dispute or discrepancy
arise regarding the authority of Pac-West to act on behalf of the end
user, Pac-West is responsible for providing written evidence of its
authority to USWC.
26.3.1 "Win Back" or Disparagement
Neither party shall attempt to "win back" migrating
customers until such customers have completely transferred
to the service of the other party. Neither party shall use
a request for subscriber information or order submission to
aid that party's marketing or sales efforts. For customer
inquiries directed at one party but received by the other
party, the receiving party shall not disparage or
discriminate against the other party's services, shall not
provide information about the receiving parties products or
services during that same inquiry or as a result of that
inquiry, and shall provide appropriate referrals and
telephone numbers in response to the inquiry.
26.4 Payment
26.4.1 Amounts payable under this Agreement are due and
payable within thirty (30) days after the date of
invoice.
26.4.2 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.
26.4.3 Should a party (the paying party) dispute any
portion of the monthly billing under this Agreement,
the paying party will notify the other party in
writing within thirty (30) days of the receipt of
such billing, identifying the amount and details of
such dispute. The paying party shall pay all amounts
due, except the paying party may pay disputed
amounts in excess of $25,000 into escrow pending
resolution of the dispute. Both Pac-West 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. The party owing disputed amounts will
reimburse the other party the resolved amount plus
interest from the date of payment at the late
payment factor of the USWC
Page 95
<PAGE>
Intrastate Access Service Tariffs, General
Regulations for the state in which the service is
rendered.
26.4.4 If either party is repeatedly delinquent in making
its payments, the other party may, in its sole
discretion, require a deposit to be held as security
for the payment of charges. "Repeatedly delinquent"
means being thirty (30) 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 the other party in its sole
discretion, or some other form of mutually
acceptable security.
26.4.5 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 depositor'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 the
depositing party. The fact that a deposit has been
made does not relieve the depositing party from any
requirements of this Agreement.
26.5 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.
26.6 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.
Page 96
<PAGE>
26.7 Limitation of Liability
26.7.1 Each Party shall be liable to the other for direct damages
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.
26.7.2 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.
26.7.3 Neither Party shall be liable to the other under this
Agreement for indirect, incidental, consequential, or special
damages, including (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.
26.7.4 Nothing contained in this Section shall limit either Party's
liability to the other for intentional, malicious misconduct.
26.7.5 Nothing contained in this Section shall limit either Party's
obligations of indemnification as specified in the Indemnity
Section of this Agreement.
26.8 Indemnity
26.8.1 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, relating to the
indemnifying Party's performance, breach of applicable law,
or the performance of its employees, agents and
subcontractors; or for failure to perform under this
Agreement, regardless of the form of action.
26.8.2 The indemnification provided herein shall be conditioned
upon:
26.8.2.1 The indemnified Party shall promptly notify the
indemnifying Party of any action taken against the
indemnified Party relating to the indemnification. Failure
to
Page 97
<PAGE>
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.
26.8.2.2 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.
26.8.2.3 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.
26.9 Intellectual Property
26.9.1 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.
26.9.2 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.
26.9.3 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.
26.9.4 Except as expressly provided in this Intellectual
Property Section, nothing in this Agreement shall be
construed as the grant of a
Page 98
<PAGE>
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. Pac-West may not use any patent, copyright, logo,
trademark, tradename, trade secret or other intellectual
property right of USWC or its affiliates without
execution of a separate agreement between the Parties.
26.9.5 Pac-West shall not, without the express written
permission of USWC, state or imply that; 1) Pac-West is
connected, or in any way affiliated with USWC or its
affiliates, 2) Pac-West is part of a joint business
association or any similar arrangement with USWC or its
affiliates, 3) USWC and its affiliates are in any way
sponsoring, endorsing or certifying Pac-West and its
goods and services, or 4) with respect to Pac-West
advertising or promotional activities or materials, that
the resold goods and services are in any way associated
with or originated from USWC or any of its affiliates.
Nothing in this paragraph shall prevent Pac-West from
truthfully describing the Network Elements it uses to
provide service to its end users.
26.9.6 For purposes of resale only and notwithstanding the
above, unless otherwise prohibited by USWC pursuant to an
applicable provision herein, Pac-West may use the phrase
"Pac-West is a reseller of U S WEST Communications
services" (the "Authorized Phrase") in Pac-West's printed
materials provided:
26.9.6.1 The Authorized Phrase is not used in connection with
any goods or services other than USWC services resold
by Pac-West.
26.9.6.2 Pac-West's use of the Authorized Phrase does not, in
USWC's sole discretion, cause end users to believe that
Pac-West is USWC.
26.9.6.3 The Authorized Phrase, when displayed, appears only in
text form (Pac-West 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
Pac-West's name and in no event shall exceed 8 point
size.
26.9.6.4 Pac-West shall provide all printed materials to USWC
for its prior written approval.
26.9.6.5 If USWC determines that Pac-West's use of the
Authorized Phrase causes end user confusion, USWC may
in its sole discretion, immediately terminate Pac-
West's right to use the Authorized Phrase.
26.9.6.6 Upon termination of Pac-West'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 Pac-West shall
immediately cease any and all
Page 99
<PAGE>
such use of the Authorized Phrase. Pac-West shall
either promptly return to USWC or destroy all
materials in its possession or control displaying
the Authorized Phrase.
26.9.7 Pac-West 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"). Pac-
West recognizes that nothing contained in this
Agreement is intended as an assignment or grant to Pac-
West 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. Pac-
West 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. Pac-West 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.
26.10 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.
26.11 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.
26.12 Default
If either Party defaults in the payment of any amount due
hereunder, or if either Party violates any other provision of
this Agreement, and such default or violation shall continue for
thirty (30) days after written notice thereof, the other Party
may seek legal and/or regulatory relief. The failure of either
Party to enforce any of the provisions of this Agreement or the
waiver thereof in any instance shall not be construed as a
general waiver or relinquishment on its part of any such
Page 100
<PAGE>
provision, but the same shall, nevertheless, be and remain in
full force and effect. Payment in full will be made upon
conclusion of dispute resolution.
26.13 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.
26.14 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.
26.15 Nondisclosure
26.15.1 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) 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.
26.15.2 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.
Page 101
<PAGE>
26.15.3 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.
26.15.4 Unless otherwise agreed, the obligations of
confidentiality and non-use set forth in this
Agreement do not apply to such Proprietary Information
as:
26.15.4.1 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
26.15.4.2 is or becomes publicly known through no wrongful
act of the receiving Party; or
26.15.4.3 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
26.15.4.4 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
26.15.4.5 is disclosed to a third person by the disclosing
Party without similar restrictions on such third
person's rights; or
26.15.4.6 is approved for release by written authorization
of the disclosing Party; or
26.15.4.7 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.
26.15.5 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.
26.16 Survival
The Parties' obligations under this Agreement which by their
nature are intended to continue beyond the termination or
expiration of this Agreement shall survive the termination or
expiration of this Agreement.
Page 102
<PAGE>
26.17 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 in accordance with this section.
26.17.1 General Provisions
The Parties agree, in good faith, to attempt to resolve
any claim, controversy or Dispute between the Parties,
their agents, employees, officers, directors or affiliated
agents ("Dispute"), through negotiation or arbitration.
This section shall not be construed to waive the Parties'
rights to seek legal or regulatory intervention as
provided by state or federal law. In the event that simple
good faith discussion between the parties cannot resolve
an issue the following process will be involved unless
otherwise agreed to by the Parties on a case specific
basis:
26.17.2 Alternative Dispute Resolution Process
26.17.2.1 In the event of a Dispute and except as set forth
in Section 11.10 of this Agreement, the Parties
shall continue to perform as set forth in this
Agreement and shall attempt to reach a negotiated
resolution by engaging in an executive escalation
process as follows:
26.17.2.1.1 Either Party may commence this executive
escalation process by giving the other
Party notice of the first Party's desire
to resolve a dispute pursuant to this
process.
26.17.2.1.2 Each Party shall promptly designate
representatives who are authorized to
bind its respective company and who have
the authority to resolve the dispute.
26.17.2.1.3 Such representatives shall meet in an
effort to agree on a resolution to the
dispute.
26.17.2.1.4 Upon agreement, the representatives may
utilize mediation to assist in the
negotiations. Discussions and
correspondence among the representatives
for purposes of these negotiations shall
be treated as Proprietary Information
developed for purposes of settlement,
shall be exempt from discovery and
production, and shall not be admissible
in the arbitration described below
without the concurrence of both 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 admissible, be
admitted in the arbitration.
26.17.2.1.5 Unless the representatives agree
otherwise, if the Parties have not
agreed upon a resolution within
Page 103
<PAGE>
thirty (30) days of the date notice is
given under subsection 26.17.2.1.1
above, then this executive escalation
process shall be deemed to be completed.
26.17.2.2 If the dispute is not resolved through the
executive escalation process described above,
either Party may notify the other Party of its
intention to submit a Dispute through nonbinding
mediation under the Commercial Mediation Rules of
the American Arbitration Association ("AAA").
26.17.2.3 If the parties cannot settle the Dispute through
such mediation, then any Dispute shall be resolved
by binding arbitration conducted by a single
arbitrator engaged in the practice of law, under
the then current rules of the 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. Each Party shall bear its
own costs and attorneys' fees and shall share
equally in the fees and expenses of the
arbitrator. 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.
26.17.2.3.1 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.
26.18 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.
26.19 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.
26.20 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
Page 104
<PAGE>
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.
26.21 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, CO 80202
With copy to:
U S WEST Law Department
Attention: General Counsel - Interconnection
1801 California Street, Room 5100
Denver, CO 80202
Pac-West Telecomm, Inc.
Mr. John Sumpter
Vice President - Regulatory
4210 Coronado Avenue
Stockton, CA 95204
Phone: 209-926-3136
Fax: 209-926-4585
Each Party shall inform the other of any changes in the above
addresses.
26.22 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.
Page 105
<PAGE>
26.23 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.
26.24 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,
Pac-West practice, USWC practice, any publication of
telecommunications industry administrative or technical standards,
or any other document specifically incorporated into this
Agreement, it will be deemed to be a reference to the most recent
version or edition (including any amendments, supplements, addenda,
or successors) 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,
Pac-West practice, USWC practice, or publication of industry
standards.
26.25 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.
26.26 Amendment
Pac-West and USWC may mutually agree to amend this Agreement in
writing. Since it is possible that amendments to this Agreement may
be needed to fully satisfy the purposes and objectives of this
Agreement, the Parties agree to work cooperatively, promptly and in
good faith to negotiate and implement any such additions, changes
and corrections to this Agreement.
26.27 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.
26.28 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.
26.29 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.
Page 106
<PAGE>
26.30 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.
26.31 Compliance
Each Party shall comply with all applicable federal, state, and
local laws, rules and regulations applicable to its performance
under this Agreement.
26.32 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.
26.33 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.
26.34 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.
Page 107
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
*Pac-West Telecomm, Inc. *U S WEST Communications, Inc.
___________________________________ ___________________________________
Signature Signature
John Sumpter Elizabeth J. Stamp
----------------------------------- -----------------------------------
Name Printed/Typed Name Printed/Typed
Vice President - Regulatory Director - Interconnect
----------------------------------- -----------------------------------
Title Title
___________________________________ ___________________________________
Date Date
* This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between Teligent, Inc. and U S WEST
Communications, Inc. (the "Underlying Agreement"). The Underlying Agreement was
approved by the Commission on October 28, 1998.
With respect to this Agreement, the Parties understand and agree:
i) The Parties shall request the Commission to expedite its review and
approval of this Agreement.
ii) Notwithstanding the mutual commitments set forth herein, the Parties are
entering into this Agreement without prejudice to any positions they have taken
previously, or may take in the future, in any legislative, regulatory, or other
public forum addressing any matters, including those relating to the types of
arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.
iii) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty
in the aftermath of the Supreme Court's decision in AT&T Corp, et al. v. Iowa
-------------------------
Utilities Board. Based on that uncertainty, and the regulatory and judicial
---------------
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings, although the pricing does reflect the
Commission's most current generic order, if any. Accordingly, when a final,
decision or decisions are made in the Proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement. In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes.
iv) Subsequent to the execution of this Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or
Page 108
<PAGE>
covenant(s) than as contained in the Underlying Agreement had such change or
modification been in existence before execution of the Underlying Agreement,
then this Agreement shall be amended to reflect such different terms(s),
condition(s), or covenant(s). Where the parties fail to agree upon such an
amendment, it shall be resolved in accordance with the Dispute Resolution
provision of this Agreement.
v) This Agreement shall continue in force and effect until terminated by
either Party. The Agreement can be terminated on thirty (30) days notice, if
another Interconnection Agreement will not replace the current Agreement. If
there is a replacement Interconnection Agreement, one Party can notify the other
Party that it is requesting Section 251/252 negotiations under the Federal
Telecommunications Act of 1996 ("Act"). That notification will trigger the
timeframes and procedures contained in Section 252 of the Act. In the event of
such notice, the arrangements between our companies shall continue and be
governed by the terms of the expired agreement until the new agreement is
approved by the appropriate state commission.
vi) This Agreement shall be interpreted in accordance with GTE Service Corp. v.
--------------------
Federal Communications Commission, No. 99-1176 (D.C. Cir. March 17, 2000).
---------------------------------
Accordingly, subject to the change of law provisions set forth above, [Co-
Provider] will not be allowed to collocate equipment that is not necessary for
interconnection or access to unbundled network elements, and cross-connects
between Co-Providers' equipment will not be allowed within U S WEST's premises.
The Parties shall not be bound by any language in the Underlying Agreement, or
any prior interpretation or performance under such language, that are
inconsistent with the Court's decision in GTE Service Corp v. Federal
---------------------------
Communications Commission.
-------------------------
Page 109
<PAGE>
APPENDIX A
Rates and Charges
Tariffs
This Appendix A consists of rates and charges for interconnection and resale
from the interim Colorado interconnection and resale tariff, Access Service
Tariff, Colorado P.U.C. No. 16 (most current version)(the "Tariff"). Pac-West
understands that the Tariff may not be a complete representation of all
applicable rates and charges. The rates and charges as set forth in the current
filed Tariff may be modified from time to time or superseded by a permanent
tariff, apply to interconnection, network elements and resale services provided
by USWC to Pac-West. If a rate or charge is not identified in the Tariff for a
particular service included in the Tariff, the Parties agree to use an expedited
escalation procedure to resolve the pricing issue. Additionally, if a rate or
charge is not identified in the Tariff for a particular service included in the
Agreement, the Parties agree to use the AT&T approved rates. If the AT&T
approved rates are not used, the Parties agree to default to the USWC Telric
Rates (ICB pricing is an exception).
Physical Collocation:
Floor Space Lease $5.33 per sq. ft./monthly; $63.99 per sq. ft./yearly
Page 110
<PAGE>
APPENDIX B
Microwave Physical Collocation
Attachment 1
Microwave Physical Collocation Rate Element
Definitions and Conditions
RATE DEFINITION
Non-recurring charges - Relating to Microwave Roof Equipment
1. Microwave Preparation Fees
--------------------------
Architectural Plan Review
Permit Review
General Contractor Supervision
2. Coring/Cable Pull
-----------------
Electrical and Building modification work for coring
Weather Proofing
Pulling cable to collocation equipment
3. Roof Preparation (if applicable)
----------------
Engineering Study (To develop roof preparation alternatives /costs)
Cost for preparation of roof for installation (i.e. strengthening costs
or other related costs)
4. Escort - charge for access to roof
-------
Charge for access to Roof
Recurring charges
1. Roof Space Lease Charge
-----------------------
Monthly rate for leasing rooftop or other suitable
exterior space on USWC CO on a per square foot basis.
Page 111
<PAGE>
APPENDIX B
Microwave Physical Collocation
Attachment 2
Microwave Physical Collocation Application Attachment
1. Name/Address of Central Office(s)
2. Proposed Rooftop/Exterior Space Location of Microwave Equipment
3. Description of Microwave Equipment
4. Other
Page 112
<PAGE>
APPENDIX B
Microwave Physical Collocation
Attachment 3
Microwave Physical Collocation Rates
Non-recurring charges
<TABLE>
<S> <C>
1. Microwave Prep Fee [ICB FOR EACH CO]
2. Coring/Cable Pull [ICB FOR EACH CO]
3. Roof Preparation [ICB FOR EACH CO]
4. Microwave Installation [ICB FOR EACH CO]
5. Additional Charges (Additional costs for environmental [BASED ON ICB]
conditioning (if applicable) will be developed and charged as
an ICB. These costs along with the building modification costs
will be pro-rated back to existing customers when new
applicants are put into service.)
</TABLE>
Monthly recurring rates
1. Roof space - per sq. ft. - Rent w/Maintenance
Zone 1 $2.75 per square foot
Zone 2 $2.26 per square foot
Zone 3 $2.06 per square foot
Page 113
