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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Mark One FORM 10-K
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[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999 or
[_] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission File Number: 000-27743
PAC-WEST TELECOMM, INC.
(Exact name of registrant as specified in its charter)
California 68-0383568
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4210 Coronado Avenue, Stockton, California 95204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (209) 926-3300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the common stock held by non-affiliates of the
Registrant, based upon the closing sale price of the common stock on March 1,
2000 as reported on the Nasdaq National Market System, was approximately
$556,450,000. Shares of common stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of March 1, 2000 Registrant had outstanding 35,836,919 shares of common
stock.
Documents Incorporated by Reference
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None
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this Annual Report on Form 10-K that are not
historical facts. These "forward-looking statements" can be identified by the
use of terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or comparable terminology. These forward-looking statements
include, among others, statements concerning:
. our business strategy and competitive advantages;
. statements regarding the growth of the telecommunications industry and
our business;
. the markets for our services and products;
. forecasts of when we will enter particular markets or begin offering
particular services;
. our anticipated capital expenditures and funding requirements; and
. anticipated regulatory developments.
These statements are only predictions. You should be aware that these
forward-looking statements are subject to risks and uncertainties, including
financial, regulatory developments, industry growth and trend projections, that
could cause actual events or results to differ materially from those expressed
or implied by the statements. The most important factors that could affect these
statements or prevent us from achieving our stated goals include, but are not
limited to, our failure to:
. prevail in legal and regulatory proceedings regarding reciprocal
compensation for Internet-related calls or changes to regulations that
govern reciprocal compensation;
. successfully expand our operations into new geographic markets on a
timely and cost-effective basis;
. respond to competitors in our existing and planned markets;
. retain our key Internet service provider customers;
. execute and renew interconnection agreements with local incumbent
carriers on terms satisfactory to us;
. obtain sufficient leased transport capacity;
. maintain acceptance of our services by new and existing customers;
. replace or upgrade our technology and equipment that becomes obsolete;
. attract and retain talented employees and key executive officers;
. respond effectively to regulatory, legislative and judicial
developments;
. manage administrative, technical or operational issues presented by
our expansion plans;
. prevent interruption of services from system failures;
. generate sufficient cash to service our indebtedness; and
. have sufficient funds available to expand our business.
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PART I
ITEM 1. BUSINESS
The terms "the Company," "Pac-West," "we," "our," "us," and similar terms
as used in this Form 10-K, refer to Pac-West Telecomm, Inc. and, unless the
context otherwise requires, the telephone and answering service divisions of our
predecessor.
Our Company
Pac-West is a rapidly growing provider of integrated communications
services in the western United States. Our customers include Internet service
providers, small and medium businesses, and enhanced communications service
providers, many of which are communications-intensive users. We built our
network to capitalize on the significant growth in national Internet usage and
in the related demand for local telephone service by Internet service providers,
as well as the increasing demand of small and medium businesses for customized
and integrated communications services. We believe the structure of our network
and our presence in, or planned expansion into, each local access and transport
area in our target markets, provide us with significant competitive advantages
over incumbent local exchange carriers and other competitive local exchange
carriers, particularly for Internet service providers. Our network enables these
companies to provide their business and residential customers with access to
Internet, paging and other data and voice services from almost any point in a
state through a local call. We believe the breadth of our product offerings and
the structure of our network enable us to generate high network utilization,
substantial revenues, strong profit margins and positive cash flows.
The Company was incorporated in May 1996 in the state of California. Our
predecessor (also known as Pac-West Telecomm, Inc.), which transferred its
telephone division to our Company effective September 30, 1996, began offering
long distance service in 1982 and local service in 1996 in California.
Markets
We believe that the rapid opening of local markets to competition,
accelerated growth in local traffic related to increases in Internet access, and
the desire for one-stop integrated services by small and medium businesses
present significant opportunities for new entrants to achieve penetration of the
large, established local exchange services market. We also believe that the
primary determinants of success will be the construction of a network that meets
the needs of target customers, rapid deployment of network assets, building of a
direct local sales force to market to small and medium businesses and the
ability to provide competitively priced services.
We currently own and operate switches in Los Angeles (two switches),
Oakland and Stockton, California, Las Vegas, Nevada and Seattle, Washington,
with digital connections in most local access and transport areas in these
states. In addition, prior to the end of 2000, we plan to offer statewide
coverage throughout most of the local access and transport areas in Arizona,
Colorado, Texas, Utah, Idaho, New Mexico and Oregon. Initially, we intend to
serve Arizona, Colorado, Texas, Utah, Idaho, New Mexico and Oregon through our
existing switching sites and three planned additional high volume switching
sites. We expect that our network structure will allow virtually all callers in
these states to access our networks through a local call.
Network
We built our network to capitalize on the significant growth in demand for
switched data and voice communications and the increasing demands of small and
medium businesses for customized, integrated communications services. Since our
inception, we have used a "smart-build" strategy, building and owning
intelligent components of our network while leasing unbundled loops and
transport lines from other carriers. We believe that this strategy has provided
us with significant cost and time-to-market advantages over competitors that own
both their switches and fiber lines. By owning our switches, we can configure
our network to provide high performance, high reliability and cost-effective
solutions for our customers' needs. By leasing our transport lines, we can
reduce up-front capital expenditures, rapidly enter new markets, and provide
low-cost redundancy. In addition, we seek to maximize our operating profits by
carrying a high percentage of our customer-originated traffic on our network. As
traffic on our network increases, we intend to purchase rights of use in high
capacity dark fiber
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transport lines to interconnect certain of our markets with an owned backbone
network. This will provide us with greater flexibility in creating and managing
data and voice services and result in cost savings.
Our network enables our customers to provide their business and residential
customers with access to Internet, paging and other services from almost any
point in the state through a local call. In this way, our customers can achieve
statewide coverage with significantly lower capital and operating expenses. We
currently aggregate and concentrate all of our network traffic into our high
volume switching sites called Super POPs. Our switching sites offer Internet
service providers highly reliable, low cost tandem switching and the ability to
build lower cost networks by collocating equipment at our switching sites rather
than in each local access and transport area. In addition, our interconnection
arrangements and statewide leased transport network allow Internet service
providers to obtain statewide coverage at local calling rates, which reduces
switching and transmission costs.
As of December 31, 1999, we had an installed capacity of 460,800 ports in
California, Nevada and Washington. We expect to have nine switches with
operations in ten western states by the end of 2000, with statewide local
coverage in each of our target markets. We installed a second switch in Los
Angeles and built a switching site in Washington in late 1999, and we intend to
build switching sites in Colorado, Arizona and Texas in 2000.
Switching Platform. We have chosen Alcatel USA's digital tandem switches to
switch calls between originating locations and final destinations. Due to their
high call carrying capacity, multiple path call routing capabilities and ability
to switch multiple digital, voice and data applications of varying bandwidths,
tandem switches are ideally suited for handling the high volumes and long
holding times involved in serving Internet service provider customers. Tandem
switches, software and customer collocation facilities provide the scale,
switching capacity and standardization needed to efficiently and reliably serve
our target customers. Our uniform and advanced switching platform combined with
the structure of our computer network enable us to:
. deploy features and functions quickly throughout our entire network;
. expand switch and transport capacity in a cost-effective, demand-based
manner;
. lower maintenance costs through reduced training and spare parts
requirements; and
. achieve direct connectivity to wireless and other personal
communication system applications in the future.
Transmission Capacity. We currently lease our transmission facilities from
inter-exchange carriers, incumbent local exchange carriers and other competitive
local exchange carriers. We generally seek to lease fiber optic transmission
facilities from multiple sources in each of our current and target markets. In
addition, as discussed above, as traffic on our network increases, we intend to
purchase long-term rights of use in high capacity dark fiber transport lines or
IRU's. We believe that our broad market coverage results in:
(1) an increased number of buildings with multiple tenants that can be
directly connected to our switching network, which should maximize the
number of customers to which we can offer our services;
(2) a higher volume of communications traffic both originating and
terminating on our network, which should result in improved operating
margins;
(3) enhanced reliability at competitive prices;
(4) the ability to leverage our investment in high capacity switching
equipment and electronics; and
(5) the opportunity for our network to provide backhaul carriage for other
telecommunications service providers, such as long distance and
wireless carriers.
Interconnection. We presently have interconnection agreements with Pacific
Bell, GTE and Citizens Telephone Company in California, Central Telephone
Company (d/b/a Sprint of Nevada) and Nevada Bell in Nevada, US West and GTE in
Washington and Oregon, and US West in Arizona. Our interconnection agreement
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with GTE in California has expired and is currently being renegotiated. In
accordance with its terms, however, this agreement will remain in force during
renegotiation. We believe that interconnection arrangements between the
incumbent local exchange carriers and other competitive local exchange carriers
will be in place at appropriate times in other markets that we may enter.
Interconnection agreements between us and incumbent local exchange carriers are
subject to approval of the relevant state commission, and under the terms of the
Telecommunications Act of 1996, each incumbent local exchange carrier which is
subject to the Telecommunications Act of 1996 is required to negotiate an
interconnection agreement with us. Where an interconnection agreement cannot be
reached on terms and conditions satisfactory to us, we may pursue arbitration of
any disputes before the state utility commissions.
Strategy
We are focused on becoming the integrated communications provider of choice
for our customers. Our strategy to meet this objective is to:
Capitalize on growing demand in our current markets. The demand for data
and voice communication services in our current markets is large and growing
rapidly. Significant increases in dial-up access to the Internet have resulted
in the creation of over 5,000 Internet service providers in the United States,
which, in turn, has created strong demand for local access lines nationwide. We
intend to increase our market penetration and capitalize on this growth in our
current markets by adding more switches and transport lines to increase our
capacity, adding new and innovative products to our existing offerings, and
repackaging and repricing our offerings in response to the changing demands of
our customers. In addition, we believe that we are differentiated by the
architecture of our network, which offers the following benefits:
. switching systems which support high calling volumes and long holding
times for Internet service provider calls;
. statewide local calling capabilities through established physical
locations in each local access and transport area within a state,
which reduces Internet service providers' transmission costs; and
. the ability to collocate Internet modems and servers in fewer
locations, which enables Internet service providers to achieve broad
geographic coverage while minimizing capital expenditures.
Leverage existing customer base through geographic expansion. We are a
leading supplier of Internet access and other Internet infrastructure services
in California serving 78 Internet service providers, all of which have
operations in California, including Concentric Network Corp., EarthLink, Inc.
and Splitrock Services, Inc. We plan to leverage the expansion of these
customers into other western states by entering new markets where our current
customers have or are beginning operations. In addition, we refine our selection
of target markets based on a number of considerations, including the number of
potential customers and other competitors in those markets and the presence of
multiple transmission facility suppliers. We believe that our geographically
clustered network will enable us to take advantage of regional calling patterns
to transmit a large percentage of customer traffic on our network. We also
believe that by originating and terminating calls on our network, we can
continue to achieve significant cost savings and may develop some pricing
advantages over our competition.
Focus on the small and medium business market. We believe that small and
medium businesses have significant and increasing needs for advanced
communication services. Many of our target customers want technologically
advanced communications systems along with low cost bundled local, long
distance, data and other enhanced services but do not have the expertise to
design, purchase and maintain these kinds of systems and services themselves. We
also believe that these target customers are not adequately served by incumbent
local exchange carriers and other competitive local exchange carriers. We intend
to become a leading provider of integrated communications services to small and
medium businesses by providing a complete product offering of system design,
equipment installation and maintenance, voice, data and long distance services,
24/7 support, subscription services with multi-year contracts, and optional
upgrades to emerging state-of-the-art equipment. We believe that this product
mix will enable us to quickly penetrate target markets and build customer
loyalty.
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To support the small and medium business market, we have and will continue
to expand our sales, customer care and service delivery forces in selected
markets. From December 31, 1998 to December 31, 1999, our sales, customer care
and service delivery forces increased from 81 to 157 professionals. Of these
resources, the direct sales force increased from 34 to 61 in the same period.
Since the end of the first quarter of 1998, our sales, customer care and service
delivery forces, including direct sales agents, have approximately quadrupled.
We believe that employing a direct sales force and independent sales agents with
extensive local market and telecommunications sales experience enhances the
likelihood of success in new markets. Salespeople with experience in a
particular market provide us with extensive knowledge of our target customer
base through existing relationships with these customers. As a result, our
salespeople are able to pre-sell our products and services before we initiate
network operations in a particular market.
Expand portfolio of products and services. In order to achieve our growth
objectives, we expect to continue introducing new and innovative products and
services. We recently added several new products to our portfolio, including:
. managed modem, a packaged product that includes incoming call access
lines, modems, routers, and authentication services. This product
provides Internet service providers and business customers with a non-
capital intensive means of quickly establishing a local point of
presence or POP throughout our coverage area.
. remote access services, including mobile or remote office, virtual
office, distance learning and training, and telecommuting. These
services include Internet protocol fax, voice mail, paging, integrated
messaging, and local area network and virtual private network, or VPN,
services. This allows customers to access and interact with home or
branch office communications and information systems from anywhere in
our market area through a local call.
. high-speed data services. We currently offer high-speed private line
data services and digital subscriber line services to our customers.
We also intend to explore wireless and satellite technologies in order
to develop an array of high-speed alternatives for our customers.
Expand through potential strategic acquisitions. We may acquire other
competitive local exchange carriers or other communications providers to grow
our business. We believe that strategic acquisitions may enable us to accelerate
our market penetration, cross-sell additional services, diversify our customer
base and improve operating profitability.
Products and Services
Our products and services are designed to appeal to the sophisticated
telecommunications needs of our target customers.
Local Services. We provide local dial-tone services to customers, allowing
them to complete calls in a local calling area and to access long distance
carriers. Local services and long distance services can be bundled together
using the same transport facility. Our network is designed to allow a customer
to easily increase or decrease capacity and alter enhanced communications
services as the communications requirements of the business change. In addition
to our core local services, we also provide access to third party directory
assistance and operator services.
Long Distance Services. We provide domestic and international long distance
services. Long distance calls which do not terminate on our network are passed
to long distance carriers which route the remaining portion of the call. Our
ability to integrate local and long distance services allows us to aggregate
customers' monthly recurring, local usage and long distance charges on a single,
consolidated invoice.
Specialized Application Services. We tailor products and services for
target industries with special communications needs. These services typically
include rated local calling, expanded local calling area, discounted long
distance rates and tailored trunking configurations.
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Internet Service Provider Services. We provide Internet service providers
collocation services at each of our switch locations. Collocation enables an
Internet service provider to install its equipment in any or all of our switch
facilities and interconnect directly to our tandem switches to switch calls from
their originating locations to their final destinations. Collocated equipment is
protected by the same cooling, power back-up and security systems protecting our
switches. An Internet service provider's ability to collocate equipment at a
limited number of sites, rather than in each local access and transport area,
reduces its capital expenditures and maintenance requirements. We receive
monthly rental revenue from the Internet service provider for the space used.
Pac-West has recently introduced a managed modem service where we provide modem
pools and dedicated circuits into the worldwide web for our Internet service
provider customers.
Enhanced Services. In addition to providing typical enhanced services such
as voicemail, call transfer and conference calling, we offer additional
value-added enhanced services to complement our core local and long distance
services. These enhanced service offerings include:
. Internet Access Services, which enable customers to use their
available capacity for access to Internet service providers.
. Data Networking Services, which provide high-speed, broadband services
to use for data communications, such as private corporate networks.
. Digital Subscriber Line Services, which offer high-speed digital
subscriber line service to our Internet service provider and business
customers through a reseller relationship with one or more major
digital subscriber line supplier. We began to provide bundled
high-speed services through Covad Communications in the fourth quarter
of 1999.
Equipment Sales. System design and equipment sales and installation are
essential components of our strategy of marketing to medium and small
businesses. We offer our business customers technologically advanced systems
bundled together with local and long distance services.
Sales and Marketing
Sales. We are building an experienced direct sales force. Our direct sales
force was increased to 61 as of December 31, 1999, from 34 as of December 31,
1998. We recruit salespeople with strong sales backgrounds in our existing and
target markets, including salespeople from long distance companies,
telecommunications equipment manufacturers, network systems integrators and
incumbent local exchange carriers. We plan to continue to attract and retain
highly qualified salespeople by offering them an opportunity to work with an
experienced management team in an entrepreneurial environment and to participate
in the potential economic rewards made available through a results-oriented
compensation program that emphasizes sales commissions.
During the months prior to initiating service in a new market, our
salespeople will begin pre-selling our services to target customers. This
pre-selling effort is designed to shorten the period between the availability of
service and the receipt of customer orders and to generate customers in each
market who may enter into service agreements before the local Pac-West network
becomes operational.
Marketing. In our existing markets, we seek to position ourselves as a high
quality alternative to incumbent local exchange carriers for local
telecommunication services by offering network reliability and superior customer
support at competitive prices. We intend to build our reputation and brand
identity by working closely with our customers to develop services tailored to
their particular needs and by implementing targeted advertising and promotional
efforts, which will be gradually expanding to mass media.
Customer and Technical Service. We believe that our ability to provide
superior customer and technical service is a key factor in acquiring new
customers and reducing churn of existing customers. We have developed a customer
service strategy designed to effectively meet the service requirements of our
target customers. The principal salesperson for each customer will provide the
first line of customer service by identifying and resolving any customer
concerns. Customer service representatives will provide real time problem
identification and
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resolution and superior customer service. All of these services will be
supported by our experienced engineering and technical staff.
Customers
We focus on providing integrated communications services to Internet
service providers, small and medium businesses, enhanced communications service
providers, paging companies and call centers, many of which are
communications-intensive users. For the three month period ended December 31,
1999, eight of our top fifteen customers were Internet service providers. For
the years ended December 31, 1997, 1998 and 1999, Internet service providers
accounted for approximately 16.2%, 23.3% and 19.3%, respectively, of our
revenues, not including reciprocal compensation related to terminating calls to
Internet service providers.
In addition to Internet service providers, we have targeted enhanced
communications service providers as potential large volume users of our
services. Enhanced communications service providers offer unified messaging
platforms and fax mail services, in addition to recently introduced free fax and
voice mail services. The characteristics of this market segment not only offer
us the potential to sell more trunks and bill more minutes of use but also
allows us to improve the utilization of our resources.
Additional customer market segments we have targeted as potential large
volume users of our services include businesses with significant numbers of
telecommuters and businesses with substantial customer service call center
operations. Businesses with substantial numbers of telecommuters will be
targeted with our managed modem product, including our new 64k and 128k
integrated services digital network, or ISDN, service as well as our new digital
subscriber line service, to provide a secure, reliable, reasonably priced remote
access service to connect telecommuters with corporate local area networks or
LANs.
We have also targeted businesses with substantial customer service call
center operations, including the banking, public utilities, and cable television
industries. Companies within these industries often send bills or statements
with a toll-free telephone number. With our services, these companies can offer
a local telephone number on bills and statements, eliminating the need for the
company to pay for toll-free service to enable their customers to contact them.
Financial Information about Industry Segments
Pac-West operates in a single industry segment, telecommunication services.
Operations are managed and financial performance is evaluated based on the
delivery of multiple communication services to customers over common networks
and facilities. See our Financial Statements included in Item 8 of this Form
10-K for information related to revenues by service type.
Seasonality
There is no seasonality to any of the Company's services.
Significant Relationships
Reciprocal compensation payments from incumbent local exchange carriers
accounted for 37.4%, 37.1% and 57.9% of our revenues for the years ended
December 31, 1997, 1998 and 1999, respectively. Reciprocal compensation for 1999
includes amounts received in payment for settlements in connection with disputes
over previously withheld reciprocal compensation, which amounted to 27.5% of our
total 1999 revenue. The revenues from these carriers are the result of
interconnection agreements we have entered into with them that provide for the
transport and termination of local telecommunication traffic. Reciprocal
compensation payments are currently an important source of revenue for the
Company, and as a result, the failure, for any reason, of one or more incumbent
local exchange carrier from which we receive reciprocal compensation payments to
make such payments in the future could adversely affect our financial condition.
Further discussion regarding reciprocal compensation is located under
"Regulation - California and Nevada Regulatory Proceedings and Judicial
Appeals", and in Note 5 to the audited financial statements under "Revenue
Recognition and Legal Proceedings". Reciprocal compensation payments from
Pacific Bell accounted for approximately 35.7%, 32.8% and 45.6% of our total
revenues in 1997, 1998 and 1999, respectively. Reciprocal compensation payments
from GTE accounted for approximately 12.3% of our total revenues in 1999. No
other entities accounted for more than 10% of 1997, 1998 or 1999 revenues.
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Pacific Bell, from whom the Company is paid the largest amount of
reciprocal compensation, is also the Company's largest supplier, accounting for
44%, 50% and 49% of the Company's operating costs for the years ended December
31, 1997, 1998 and 1999, respectively.
Competition
The telecommunications industry is highly competitive. We believe that the
principal competitive factors affecting our business will be pricing levels and
pricing policies, customer service, accurate billing, and, to a lesser extent,
variety of services. Our ability to compete effectively will depend upon our
continued ability to maintain high quality, market-driven services at prices
generally equal to or below those charged by our competitors. To maintain our
competitive posture, we believe that we must be in a position to reduce our
prices in order to meet reductions in rates, if any, by others. Any such
reductions could adversely affect us. Many of our current and potential
competitors have financial, personnel, and other resources, including brand name
recognition, substantially greater than ours as well as other competitive
advantages over us.
Incumbent Local Exchange Carriers. In each of the markets we target, we
will compete principally with the incumbent local exchange carrier serving that
area, such as Pacific Bell and GTE in California. Some incumbent local exchange
carriers, including GTE, are offering long distance services to their local
telephone customers. The regional Bell operating companies, including Pacific
Bell, are actively seeking removal of federal regulatory restrictions that
prevent them from entering the long distance market. Many experts expect the
regional Bell operating companies to be successful in entering the long distance
market in a few states within the next two years and in most states within a
year or two thereafter. We believe the regional Bell operating companies expect
to offset market share losses in their local markets by capturing a significant
percentage of the long distance market, especially in the residential segment
where the regional Bell operating companies' strong regional brand names and
extensive advertising campaigns may be very successful. See "--Regulation."
As a relatively recent entrant in the integrated telecommunications
services industry, we have not achieved and do not expect to achieve a
significant market share for any of our services. In particular, the regional
Bell operating companies and other local telephone companies have long-standing
relationships with their customers, have financial, technical and marketing
resources substantially greater than ours, have the potential to subsidize
competitive services with revenues from a variety of businesses, have
long-standing relationships with regulatory authorities at the federal and state
levels, and currently benefit from certain existing regulations that favor the
incumbent local exchange carriers over us in certain respects. While recent
regulatory initiatives, which allow competitive local exchange carriers such as
ourselves to interconnect with incumbent local exchange carrier facilities,
provide us with increased business opportunities, such interconnection
opportunities have been, and likely will continue to be, accompanied by
increased pricing flexibility for and relaxation of regulatory oversight of the
incumbent local exchange carriers.
The FCC recently adopted an order that provides for increased incumbent
local exchange carrier pricing flexibility and deregulation of some access
services and provides a framework for increased pricing flexibility of other
services based on a showing by the incumbent local exchange carrier that there
is facilities-based competition in specified geographic areas. After meeting
these requirements, incumbent local exchange carriers will be allowed to offer
discounts to large customers through contract arrangements. The order also
permits incumbent local exchange carriers to offer new access services by filing
tariffs without prior approval and dispensing with the requirement for them to
provide cost supports for their pricing. The FCC also issued a Notice of
Proposed Rulemaking that would permit added pricing flexibility for local
exchange carriers for additional services conditioned on to be determined
competitive criteria and initiated an inquiry into whether competitive local
exchange carrier access rates should be regulated. Implementation of the FCC's
order could have a material adverse effect on us. As purchasers of access
services, we may see increased competition for those services which could lower
prices we have to pay for such services.
Competitive Access Carriers/Competitive Local Exchange Carriers/Other
Market Entrants. We also face, and expect to continue to face, competition from
other current and potential market entrants, including long distance carriers
seeking to enter, reenter or expand entry into the local exchange market such as
AT&T, MCI Worldcom, and Sprint, and from other competitive local exchange
carriers, out-of-region incumbent local exchange carriers,
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resellers of local exchange services, cable television companies, electric
utilities, microwave carriers, wireless telephone system operators and private
networks built by large end users. In addition, a continuing trend toward
mergers, acquisitions and strategic alliances in the telecommunications industry
could also increase the level of competition we face. Consolidation is also
occurring in the incumbent local exchange carrier industry, such as the proposed
plans for mergers between SBC and Ameritech, and between Bell Atlantic and GTE.
These types of consolidations and alliances could put us at a competitive
disadvantage.
The Telecommunications Act of 1996 imposes certain regulatory requirements
on all local exchange carriers, including competitors such as ourselves, while
granting the FCC expanded authority to reduce the level of regulation applicable
to any or all telecommunications carriers, including incumbent local exchange
carriers. The manner in which these provisions of the Telecommunications Act of
1996 are implemented and enforced could have a material adverse effect on our
ability to successfully compete against incumbent local exchange carriers and
other telecommunications service providers.
The changes in the Telecommunications Act of 1996 radically altered the
market opportunity for traditional competitive local exchange carriers. Because
many existing competitive local exchange carriers initially entered the market
providing dedicated access in the pre-1996 era, they had to build a fiber
infrastructure before offering services. Switches were added by most competitive
local exchange carriers since 1996 to take advantage of the opening of the local
market. With the Telecommunications Act of 1996 requiring unbundling of the
incumbent local exchange carrier networks, competitive local exchange carriers
are now able to enter the market more rapidly by installing switches and leasing
fiber transport capacity until traffic volume justifies building facilities. New
competitive local exchange carriers will not have to replicate existing
facilities and can be more opportunistic in designing and implementing networks.
Competition for Provision of Long Distance Services. The long distance
telecommunications industry has numerous entities competing for the same
customers and a high average churn rate, as customers frequently change long
distance providers in response to the offering of lower rates or promotional
incentives by competitors. Prices in the long distance market have declined
significantly in recent years and are expected to continue to decline.
Internet Service Providers. The competition for Internet service provider
customers in the telecommunications industry is high and we expect that
competition will intensify. In addition, alternative competing technologies
regarding this service may emerge. Our competitors in this market include other
telecommunications companies, including integrated online services providers
with their own communications networks. Many of these competitors have greater
financial, technological, marketing, personnel and other resources than ours.
Competition from International Telecommunications Providers. Under the
recent World Trade Organization agreement on basic telecommunications services,
the United States and 68 other members of the World Trade Organization committed
themselves to opening their respective telecommunications markets to foreign
ownership and/or to adopting regulatory measures to protect competitors against
anticompetitive behavior by dominant telecommunications companies, effective in
some cases as early as January 1998. Although we believe that the World Trade
Organization agreement could provide us with significant opportunities to
compete in markets that were not previously accessible and to provide more
reliable services at lower costs than we could have provided prior to
implementation of the World Trade Organization agreement, it could also provide
similar opportunities to our competitors. There can be no assurance that the
pro-competitive effects of the World Trade Organization agreement will not have
a material adverse effect on our business, financial condition and results of
operations or that members of the World Trade Organization will implement the
terms of the World Trade Organization agreement.
10
<PAGE>
Regulation
Our telecommunications services business is subject to varying degrees of
federal, state and local regulation.
Federal Regulation
The FCC regulates interstate and international telecommunications services.
We provide service on a common carrier basis. The FCC imposes certain
regulations on common carriers such as the regional Bell operating companies
that have some degree of market power. The FCC imposes less regulation on common
carriers without market power including, to date, competitive local exchange
carriers. Among other obligations, common carriers are generally subject to
nondiscrimination and tariff filing requirements, as well as certain service
reporting requirements. The FCC also requires common carriers to receive an
authorization to construct and operate telecommunications facilities, and to
provide or resell telecommunications services, between the United States and
international points.
In August 1996, the FCC released an interconnection decision establishing
rules implementing the Telecommunications Act of 1996 requirements that
incumbent local exchange carriers negotiate interconnection agreements and
providing guidelines for review of such agreements by state public utilities
commissions. On July 18, 1997, the Eighth Circuit vacated certain portions of
the interconnection decision, including provisions establishing a pricing
methodology and a procedure permitting new entrants to pick and choose among
various provisions of existing interconnection agreements between incumbent
local exchange carriers and their competitors. On October 14, 1997, the Eighth
Circuit issued a decision vacating additional FCC rules affecting the use of
combinations of an incumbent local exchange carrier's unbundled network
elements. On January 25, 1999, the Supreme Court reversed most aspects of the
Eighth Circuit's holdings with respect to FCC jurisdiction and, among other
things, declared that the FCC has general authority under the Telecommunications
Act of 1996 to promulgate regulations governing local interconnection pricing,
including regulations governing reciprocal compensation. The Supreme Court also
found that the FCC had the authority to promulgate a pick and choose rule, and
upheld most of the FCC's rules governing access to unbundled network elements.
The Court, however, remanded to the FCC its designation of unbundled network
elements based on the FCC's use of an improper standard to determine whether an
unbundled element must be made available. On November 5, 1999, the FCC released
an order largely retaining its list of unbundled network elements, but
eliminating the requirement that ILECs provide unbundled access to operator and
directory assistance service and determining that in the most dense areas of the
top 50 metropolitan areas in certain circumstances local switching need not be
unbundled. The FCC at the same time added dark fiber to the list of unbundled
network elements.
The Eighth Circuit decisions and their recent reversal by the Supreme Court
perpetuate continuing uncertainty about the rules governing the pricing, terms
and conditions of interconnection agreements. The Supreme Court's action in
particular may require or trigger the renegotiation of existing agreements.
Although state public utilities commissions have continued to conduct
arbitrations, and to implement and enforce interconnection agreements during the
pendency of the Eighth Circuit proceedings, the Supreme Court's recent ruling
and further proceedings on remand at the Eighth Circuit or the FCC may affect
the scope of state commissions' authority to conduct such proceedings or to
implement or enforce interconnection agreements. They could also result in new
or additional rules being promulgated by the FCC. Given the general uncertainty
surrounding the effect of the Eighth Circuit decisions and the recent decision
of the Supreme Court reversing them, there can be no assurance that we will be
able to continue to obtain or enforce interconnection terms that are acceptable
to us or that are consistent with our business plans.
The Telecommunications Act of 1996 is intended to increase competition. The
act opens the local services market by requiring incumbent local exchange
carriers to permit interconnection to their networks and establishing incumbent
local exchange carrier obligations with respect to:
Reciprocal Compensation. Requires all incumbent local exchange
carriers and competitive local exchange carriers to complete calls
originated by competing carriers under reciprocal arrangements at prices
based on a reasonable approximation of incremental cost or through mutual
exchange of traffic without explicit payment.
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<PAGE>
Resale. Requires all incumbent local exchange carriers and competitive
local exchange carriers to permit resale of their telecommunications
services without unreasonable restrictions or conditions. In addition,
incumbent local exchange carriers are required to offer wholesale versions
of all retail services to other telecommunications carriers for resale at
discounted rates, based on the costs avoided by the incumbent local
exchange carrier in the wholesale offering.
Interconnection. Requires all incumbent local exchange carriers and
competitive local exchange carriers to permit their competitors to
interconnect with their facilities. Requires all incumbent local exchange
carriers to permit interconnection at any technically feasible point within
their networks, on nondiscriminatory terms, at prices based on cost, which
may include a reasonable profit. At the option of the carrier seeking
interconnection, collocation of the requesting carrier's equipment in the
incumbent local exchange carriers' premises must be offered, except where
an incumbent local exchange carrier can demonstrate space limitations or
other technical impediments to collocation.
Unbundled Access. Requires all incumbent local exchange carriers to
provide nondiscriminatory access to unbundled network elements, including
certain network facilities, equipment, features, functions, and
capabilities, at any technically feasible point within their networks. Such
access must be on nondiscriminatory terms, at prices based on cost, which
may include a reasonable profit.
Number Portability. Requires all incumbent local exchange carriers and
competitive local exchange carriers to permit users of telecommunications
services to retain existing telephone numbers without impairment of
quality, reliability or convenience when switching from one
telecommunications carrier to another.
Dialing Parity. Requires all incumbent local exchange carriers and
competitive local exchange carriers to provide "1+" equal access to
competing providers of telephone exchange service and toll service, and to
provide nondiscriminatory access to telephone numbers, operator services,
directory assistance, and directory listing, with no unreasonable dialing
delays.
Access to Rights-of-Way. Requires all incumbent local exchange
carriers and competitive local exchange carriers to permit competing
carriers access to poles, ducts, conduits and rights-of-way at regulated
prices.
Incumbent local exchange carriers are required to negotiate in good faith
with carriers requesting any or all of the above arrangements. If the
negotiating carriers cannot reach agreement within a prescribed time, either
carrier may request arbitration of the disputed issues by the state regulatory
commission. Where an agreement has not been reached, incumbent local exchange
carriers remain subject to interconnection obligations established by the FCC
and state telecommunication regulatory commissions.
On May 8, 1997, the FCC released an order establishing a significantly
expanded federal universal service subsidy regime. For example, the FCC
established new subsidies for telecommunications and information services
provided to qualifying schools and libraries with an annual cap of $2.3 billion
and for services provided to rural health care providers with an annual cap of
$400.0 million. The FCC also expanded the federal subsidies for local exchange
telephone service provided to low-income consumers. Providers of interstate
telecommunications service, such as ourselves, as well as certain other
entities, must pay for these programs. Our share of these federal subsidy funds
will be based on our share of certain defined telecommunications end-user
revenues. We are paying approximately $8,452 per month in subsidy payments
during the first half of 2000. To offset this expense, we currently charge our
customers a surcharge on all interstate usage, subject to periodic adjustment.
The FCC is currently in the process of revising its rules for subsidizing
service provided to consumers in high cost areas, which may result in further
substantial increases in the overall cost of the subsidy program. Several
parties appealed the May 8th order. Such appeals were consolidated and
transferred to the United States Court of Appeals for the Fifth Circuit. On July
30, 1999, the Fifth Circuit affirmed most portions of the May 8th order, but
remanded certain aspects of the order to the FCC to conduct further proceedings.
The FCC and a federal-state joint board also are continuing to examine and
revise various aspects of universal service. We cannot predict the effect that
further regulatory or judicial revision of the universal service regime will
have on our business, financial condition or results of operations.
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<PAGE>
The Telecommunications Act of 1996 codifies the incumbent local exchange
carriers' equal access and nondiscrimination obligations and preempts
inconsistent state regulation. The Telecommunications Act of 1996 also contains
special provisions that eliminate the AT&T Antitrust Consent Decree and similar
antitrust restrictions on the regional Bell operating companies restricting the
regional Bell operating companies from providing long distance services and
engaging in telecommunications equipment manufacturing. The Telecommunications
Act of 1996 permitted the regional Bell operating companies to enter the
out-of-region long distance market immediately upon its enactment. Further,
provisions of the Telecommunications Act of 1996 permit a regional Bell
operating company to enter the long distance market in its traditional service
area if it satisfies several procedural and substantive requirements in those
states in which it seeks long distance relief. These requirements include
obtaining FCC approval upon a showing that the regional Bell operating company
has entered into interconnection agreements or, under some circumstances, has
offered to do so. The interconnection agreements must satisfy a 14-point
checklist of competitive requirements and the FCC must be satisfied that the
regional Bell operating companies' entry into long distance markets is in the
public interest. To date, several petitions by regional Bell operating companies
for such entry have been denied by the FCC and only Bell Atlantic's application
for New York has been granted. A petition for such authority by SEC for Texas is
currently pending before the FCC.
Under the Telecommunications Act of 1996, any entity, including cable
television companies and electric and gas utilities, may enter any
telecommunications market, subject to reasonable state regulation of safety,
quality and consumer protection. Because implementation of the
Telecommunications Act of 1996 is subject to numerous federal and state policy
rulemaking proceedings and judicial review there is still uncertainty as to what
impact such legislation will have on us, but it is likely to encourage
additional competitive entry in markets we serve.
In accordance with authority granted by the FCC, we resell the
international telecommunications services of other common carriers between the
United States and international points. In connection with such authority, we
have filed tariffs with the FCC stating the rates, terms and conditions for our
international services.
With respect to our domestic service offerings, we have filed tariffs with
the FCC stating the rates, terms and conditions for our interstate services. Our
tariffs are generally not subject to pre-effective review by the FCC, and can be
amended on one day's notice. Our interstate services are provided in competition
with interexchange carriers and, with respect to access services, the incumbent
local exchange carriers.
In October 1996, the FCC adopted an order eliminating the requirement that
non-dominant interstate carriers such as ourselves maintain tariffs on file with
the FCC for domestic interstate services. This order applies to all non-dominant
interstate carriers, including AT&T. The order does not apply to the switched
and special access services of the regional Bell operating companies or other
local exchange providers. On February 13, 1997, the United States Court of
Appeals for the District of Columbia Circuit stayed the implementation of the
FCC order pending its review of the order on the merits. Currently, that
temporary stay remains in effect. If the stay is lifted and the FCC order
becomes effective, telecommunications carriers such as ourselves will no longer
be able to rely on the filing of tariffs with the FCC as a means of providing
notice to customers of prices, terms and conditions on which they offer their
interstate services. In June 1997, the FCC issued another order which allows
non-dominant carriers, such as ourselves, to offer interstate access services
without the filing of tariffs. The obligation to provide non-discriminatory,
just and reasonable prices remains unchanged under the Communications Act of
1934. While tariffs provided a means of providing notice of prices, terms and
conditions, we intend to rely primarily on our sales force and direct marketing
to provide such information to our customers.
To the extent we provide interexchange telecommunications service, we are
required to pay access charges to incumbent local exchange carriers and other
competitive local exchange carriers when we use the facilities of those
companies to originate or terminate interexchange calls. Also, as a competitive
local exchange carrier, we provide access services to other interexchange
service providers. The interstate access charges of incumbent local exchange
carriers are subject to extensive regulation by the FCC, while those of
competitive local exchange carriers are subject to a lesser degree of FCC
regulation but remain subject to the requirement that all charges be just,
reasonable, and not unreasonably discriminatory. In two orders released on
December 24, 1996, and May 16, 1997, the FCC made major changes to the
interstate access charge structure. In the December 24th order, the FCC removed
restrictions on incumbent local exchange carriers' ability to lower access
prices and relaxed the regulation of new switched access services in those
markets where there are other providers of access services. If this increased
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<PAGE>
pricing flexibility is not effectively monitored by federal regulators, it could
have a material adverse effect on our ability to compete in providing interstate
access services. The May 16th order substantially increased the costs that price
cap incumbent local exchange carriers subject to the FCC's price cap rules,
recover through monthly, non-traffic-sensitive access charges and substantially
decreased the costs that price cap incumbent local exchange carriers recover
through traffic-sensitive access charges. In the May 16th order, which was
upheld on appeal by the United States Court of Appeals for the Eighth Circuit,
the FCC also announced its plan to bring interstate access rate levels more in
line with costs. On August 5, 1999, the FCC adopted an order granting price cap
local exchange carriers additional pricing flexibility, implementing certain
access charge reforms, and seeking comment on others. The order provides certain
immediate regulatory relief to price cap carriers and sets a framework of
"triggers" to provide these companies with greater flexibility to set interstate
access rates as competition increases. The order also initiated rulemaking to
determine whether the FCC should regulate competitive local exchange carriers
access charges. The manner in which the FCC continues to implement its approach
to lowering access charge levels and a decision to regulate competitive local
exchange carrier access rates could have a material effect on our ability to
compete in providing interstate access services.
On February 26, 1999, the FCC issued a declaratory ruling on the issue of
inter-carrier compensation for calls bound to Internet service providers. The
FCC ruled that the calls are jurisdictionally mixed, but largely interstate
calls. The FCC, however, determined that this issue did not resolve the question
of whether inter-carrier reciprocal compensation is owed for such calls under
existing interconnection agreements. The FCC noted a number of factors that
would allow the state public utilities commissions to continue to require the
payment of reciprocal compensation. Since the issuance of the FCC decision,
twenty-eight states have issued decisions either initially or on reconsideration
of existing decisions. In twenty-four states, the commission determined
compensation is owed. In Massachusetts, however, the commission vacated its
earlier decision because, in its view, its decision was based solely on a ground
rejected by the FCC and in Missouri the commission determined that the parties
payments would be subject to a reconciliation once the FCC determines the issue
of the amount of compensation owed. Until then, compensation should be tracked
but it does not have to be paid. New Jersey and South Carolina are the only
states to find reciprocal compensation does not apply. On March 24, 2000, the
U.S. Court of Appeals for The District of Columbia vacated the FCC's declatory
ruling and remanded the matter to the FCC. The Court determined that the FCC has
not provided a reasoned basis for treating calls to Internet service providers
differently from other local calls and, therefore, reciprocal compensation
should apply. We cannot predict the impact of the FCC's and the Court's ruling
on existing state decisions, the outcome of pending appeals or future litigation
on this issue.
In February 2000, the FCC also initiated a rulemaking to establish a
federal rate for calls to Internet service providers. To date, the FCC has not
issued any rule establishing such a rate.
The FCC recently adopted new rules designed to make it easier and less
expensive for CLECs to obtain colocation in central offices, by among other
things, restricting the ILEC's ability to prevent certain types of equipment
from being colocated and requiring ILECs to offer alternative colocation
arrangements which will be less costly. On March 17, 2000 the U.S. Court of
Appeals for the D.C. Circuit vacated those portions of the FCC's expanded
colocation risks that permitted CLECs to colocate equipment that contained
functions in addition to those necessary for interconnection or access to
unbundled network elements. The Court, while upholding the FCC's authority to
require less costly forms of colocation rejected the FCC's effort to leave the
choices of space in the ILEC central offices to the CLEC. The Court vacated the
rules in part and remanded to the FCC, the issue of what equipment is necessary
for interconnection and access to unbundled network elements.
On November 18, 1999 the FCC also adopted a new order requiring ILECs to
provide line sharing, which would allow CLECs to offer data services over the
same lines that a consumer uses for voice services without the CLEC having to
offer voice services. While we expect these new rules will be beneficial to
CLEC's, we cannot be certain that these new rules will be implemented by the
ILEC's in a favorable manner. Moreover, these rules have been appealed. We
cannot predict that the outcome of these rules on our business.
State Regulation: General Framework
State regulatory agencies have regulatory jurisdiction when Pac-West
facilities and services are used to provide intrastate services. A significant
portion of our current traffic is classified as intrastate and therefore subject
to state regulation. To provide intrastate services, we generally must obtain a
certificate of public convenience and necessity from the state regulatory agency
and comply with state requirements for telecommunications utilities, including
state tariffing requirements. We have obtained such certificates to provide
local exchange and intrastate toll service in California, Nevada, Washington,
Oregon, Arizona and Colorado, and applications are pending in Texas, Idaho, Utah
and New Mexico. There can be no assurance that such state authorizations will be
granted. Most states in which we operate or propose to operate also requires us
to seek approval for any transfers of control.
In addition, the implementation of the Telecommunications Act of 1996 is
subject to numerous state rulemaking proceedings on these issues, it is
currently difficult to predict how quickly full competition for local services,
including local dial tone, will be introduced. Furthermore, the
Telecommunications Act of 1996 provides that state public utilities commissions
have significant roles in determining the content of interconnection agreements,
including the responsibility to conduct the mandatory arbitration proceedings
called for by the Telecommunications Act of 1996. The actions of the state
public utilities commissions are subject to the Telecommunications Act of 1996
and, in several respects, the FCC's interpretations thereof. For example, the
FCC has determined that the state public utilities commissions will continue to
determine whether reciprocal compensation will be included in arbitrated
interconnection agreements at least until the FCC adopts a federal rule.
California Regulatory Proceedings and Judicial Appeals
Reciprocal Compensation Proceedings. On October 22, 1998, the California
Public Utilities Commission issued a decision holding that local telephone calls
placed to Internet service providers are local calls entitled to reciprocal
compensation. On November 30, 1998, Pacific Bell and GTE filed applications for
rehearing of the October 22, 1998 decision, which were denied on July 22, 1999.
On August 25, 1999, we, along with the
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commissioners of the California Public Utilities Commission and others, were
named as a defendant in an action filed by GTE California. The action challenges
the legality of the California Public Utilities Commission's decisions regarding
reciprocal compensation as discussed above. We and the other defendants filed
motions to dismiss on a variety of grounds, and defendant MCI Worldcom filed a
motion for judgment on the pleadings. The district court heard argument on the
motions on January 21, 2000 and took the motions under submission on that day.
If the district court denies the motions, we expect all parties to move for
summary judgment and for the district court to resolve the case by summary
judgment. On October 6, 1999, Pacific Bell sued the California Public Utilities
Commission and its members in the U.S. District Court for the Northern District
of California. Pacific Bell's lawsuit, like GTE's, challenges the legality of
the California Public Utilities Commission's October 22, 1998 decision. We and
other competitive local exchange carriers moved to intervene in this case as
defendants, and the parties did not oppose those motions. The district court has
taken the motions to intervene under submission. The California Public Utilities
Commission has moved to dismiss the case. The district court heard arguments on
that motion on January 21, 2000 and has taken the motion under submission.
On November 16, 1998, Pacific Bell filed a Petition for Arbitration of an
interconnection agreement in accordance with Section 252(b) of the
Telecommunications Act of 1996. This agreement would replace the interconnection
agreement which was executed in 1996. On June 24, 1999, the California Public
Utilities Commission adopted a decision (D.99-06-088) which adopted the terms of
the interconnection agreement between us and Pacific Bell resulting from the
arbitration process commenced by the petition. The decision provides that until
such time as the October 1998 decision regarding reciprocal compensation is
modified, reciprocal compensation is payable by Pacific Bell for calls to
Internet service provider customers of Pac-West. The decision also adopts per
minute rate levels for reciprocal compensation based on Pacific Bell's approved
costs, and these rate levels are substantially lower than the rates under the
1996 interconnection agreement. The parties were ordered to sign an
interconnection agreement incorporating these and other results of the
arbitration process, and the new interconnection agreement became effective on
June 29, 1999. Pacific Bell has requested a rehearing of this matter and on
October 6, 1999, filed an appeal in federal district court in San Francisco with
respect to this decision although they have paid the full amount of our billings
for calls after the effective date of the new agreement. Other competitive local
exchange carriers have moved to intervene in this case as defendants. The
parties did not oppose these motions. The district court has taken the motions
to intervene under submission. The California Public Utilities Commission has
moved to dismiss this case. The district court heard arguments on that motion on
January 21, 2000 and has taken the motion under submission.
In February 2000, the California Public Utilities Commission commenced a
separate generic proceeding to develop its prospective policy regarding
reciprocal compensation. We cannot predict the outcome of the California Public
Utilities Commission or GTE proceedings, future appeals or additional pending
cases involving related issues, or of the applicability of such proceedings to
our interconnection agreement with Pacific Bell or GTE. As a result, no
assurance can be given that we will continue to collect the reciprocal
compensation or whether we will be entitled to reciprocal compensation for these
types of calls in the future. Internet service providers currently form a
significant part of our customer base in California and adverse decisions in
these proceedings could limit our ability to serve this group of customers
profitably and have a material adverse effect on us.
We expect that reciprocal compensation will continue to represent a
significant portion of our revenues in the future although the per minute
reciprocal compensation rate may decline significantly in the future. We and GTE
of California are currently in the process of renegotiating our interconnection
agreement and the terms of our reciprocal negotiations or any arbitration under
Section 252 which may occur in the absence of successful negotiations.
Rating and Routing of Calls. On September 3, 1999, the California Public
Utilities Commission released a decision finding that carriers can provide
customers with local telephone numbers for rate centers in which the customer is
not located and where a carrier has no physical facilities. The decision
deferred the resolution of intercarrier compensation issues in such
circumstances to further evidentiary proceedings. In February 2000 the
Commission combined this proceeding with the generic rulemaking it commenced to
explore its future policy with respect to reciprocal compensation described
above. While the ultimate results of this proceeding are unknown, we expect that
we will not be prohibited from providing service using this method although the
reciprocal compensation rate may be lessened.
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Nevada Regulatory Proceedings and Judicial Appeals
On October 12, 1998, we filed a petition for arbitration of an
interconnection agreement with Nevada Bell and the Public Utilities Commission
of Nevada in accordance with Section 252(b) of the Telecommunications Act of
1996. The issues in this arbitration generally concerned whether reciprocal
compensation is payable for calls placed to Internet service providers and
whether reciprocal compensation is payable for a local-rated call placed by a
dialing party in one local calling area that is routed to a second local calling
area for completion. On April 8, 1999, the Public Utilities Commission of Nevada
held that calls placed to Internet service providers are subject to reciprocal
compensation in the same manner as other calls. The Public Utilities Commission
of Nevada also held that, under current Nevada regulatory policy, calls routed
from one local calling area to another local calling area for completion should
not be deemed local calls.
Due to the geographic centralization of Nevada populations within large
local calling areas, we do not believe that the Public Utilities Commission of
Nevada's ruling on the classification of local calls will have a material effect
on our planned operations in Nevada.
On September 2, 1999, Nevada Bell sued in U.S. District Court in Reno,
Nevada to reverse the decision of the Public Utilities Commission of Nevada. The
defendants in that case are Pac-West, the Public Utilities Commission of Nevada
and two of its three members, and Advance Telcom Group, Inc., another
competitive local exchange carrier. The Court has accepted a stipulation of the
parties to resolve the case by summary judgment or by other dispositive motion.
On March 1, 2000, Pac-West, Advanced Telcom Group, Inc., and the Public
Utilities Commission of Nevada filed motions for summary judgment to affirm the
decision. On the same date, Nevada Bell filed a motion for summary judgment to
reverse the decision. Briefing will be complete on April 20, 2000 and the Court
will rule sometime after that date. No assurances can be given concerning the
outcome in this case or in any resulting appeal. Because we expect that Internet
service providers will form a significant part of our customer base in Nevada,
an adverse decision in this case, or in any resulting appeal, could have a
material adverse effect on us.
Local Regulation
Our network is subject to numerous local regulations such as building codes
and licensing requirements. Such regulations vary on a city by city and county
by county basis. To the extent we decide in the future to install our own fiber
optic transmission facilities, we will need to obtain rights-of-way over private
and publicly owned land and pole attachment authorizations. There can be no
assurance that such rights-of-way or authorizations will be available to us on
economically reasonable or advantageous terms. We could also be subject to
unexpected franchise requirements and be required to pay license or franchise
fees based on a percentage of gross revenues or some other formula.
Employees
As of December 31, 1999, we had 271 full time employees. We believe that
our future success will depend on our continued ability to attract and retain
highly skilled and qualified employees. None of our employees are currently
represented by a collective bargaining agreement. We also believe that we enjoy
good relationships with our employees.
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ITEM 2. PROPERTIES
We are headquartered in Stockton, California and lease offices and space in
a number of locations primarily for sales offices and network equipment
installations. As of December 31, 1999, we had 26 premise leases. The table
below lists our material facilities:
<TABLE>
<CAPTION>
Approximate
Location Use Lease Expiration Square Footage
- -------- --- ---------------- --------------
<S> <C> <C> <C>
Stockton, CA Corporate headquarters and switching facility June 2002 33,000
Oakland, CA Switching facility November 2003 9,971
Los Angeles, CA Switching facilities September 2006 14,520
Las Vegas, NV Switching facility August 2009 12,065
Tukwila (Seattle), WA Switching facility December 2009 16,851
</TABLE>
Since December 31, 1999, we entered into leases for 24,316 square feet of
space in Thornton, Colorado and 12,321 square feet in Phoenix, Arizona. Both of
these locations are for establishing new switching facilities, which we expect
to be operational during the second quarter of 2000. Each such lease has an
initial term of ten years, with two five-year renewal options.
We believe that our leased facilities are suitable and adequate to meet our
current needs in the markets in which we currently operate. Additional
facilities will be required as our business in existing markets grows and we
expand into new markets. Each of our material leases is extendable at our
option. Our Stockton, California lease is extendable for five two-year periods,
and each of our Oakland, Los Angeles, Las Vegas and Tukwila leases are
extendable for two five-year periods.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings, including the Pacific
Bell and California Public Utility Commission, and the Nevada Bell and Public
Utilities Commission of Nevada proceedings related to reciprocal compensation
payment and other interconnection agreement issues. See "Business - Regulation."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 5, 1999, the board of directors of Pac-West initiated a consent
solicitation for the purpose of obtaining the approval of the holders of our
common stock and then outstanding preferred stock in connection with: (a) a
proposed increase in the total number of authorized shares to 50,000,000 common
shares and 1,750,000 preferred shares; (b) a proposed stock split of each of our
common shares and then outstanding preferred shares in a ratio of 1.4 shares to
1 share; and (c) a proposed amendment of the definition of "Original Cost" of
preferred stock in our Articles of Incorporation to mean $25.72 per share.
On October 5, 1999, the board of directors of Pac-West also initiated a
consent solicitation for the purpose of obtaining the approval of the holders of
our common stock and then outstanding preferred stock in connection with a
proposed amendment to our bylaws that, among other changes, would:
. eliminate cumulative voting for election of directors;
. change the expiration of the directors' terms so that the term of
only three directors expire at each annual meeting; and
. amend the section covering board resignations and vacancies.
On October 7, 1999, each such proposal was approved by the unanimous
written consent of the holders of our common stock and the preferred stock then
outstanding.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
In connection with the Company's initial public offering of its common
stock, trading of our common stock began on the Nasdaq National Market System
under the symbol "PACW" on November 4, 1999. The following table represents the
quarterly high and low closing sale prices of the Company's common stock for the
year ended December 31, 1999 as reported by the Nasdaq stock market.
<TABLE>
<CAPTION>
1999 High Low
---- ---- ---
<S> <C> <C>
Fourth quarter (since November 4, 1999) $29.375 $18.4375
As of March 1, 2000 the number of shareholders of record of the Company's common stock was 521.
</TABLE>
We have never paid any cash dividends on our common stock and do not
anticipate declaring or paying any cash dividends in the foreseeable future. We
currently intend to retain future earnings, if any, to fund the development and
growth of our business. Declaration or payment of future dividends, if any, will
be at the discretion of our board of directors after taking into account various
factors, including our financial condition, operating results, current and
anticipated cash needs and plans for expansion. In addition, our ability to pay
dividends on the common stock is restricted by the provisions of our senior
credit facility and our senior notes indenture.
On September 22, 1999, all of our unregistered Series A senior notes due
2009 were exchanged for Series B senior notes due 2009, which were registered
under the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
This section presents selected historical financial data of the Company.
You should read carefully the financial statements, related notes thereto, and
the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Form 10-K. The
selected data in this section is not intended to replace the financial
statements.
On October 1, 1996, we began operations when our predecessor company
transferred its telephone and answering service divisions to Pac-West. As a
result, this Form 10-K includes our audited financial statements for the period
from our commencement on October 1, 1996 to December 31, 1996, and for the years
ended December 31, 1997, 1998 and 1999. Due to the significant changes in our
operations since September 30, 1996, we believe that the financial information
of our predecessor's telephone and answering service divisions is not directly
comparable to our current results of operations.
Except as discussed below, we recognize revenues for telecommunications
services when service is provided. Reciprocal compensation is recognized as
revenue only to the extent received in cash. See Note 5 to the audited financial
statements under Revenue Recognition and Legal Proceedings, and "Regulation -
California and Nevada Regulatory Proceedings and Judicial Appeals."
Adjusted EBITDA represents earnings before interest, net; income taxes;
depreciation and amortization; further adjusted for the costs of merger and
recapitalization; transaction bonuses and consultant's costs; and extraordinary
item. Included in other (income) expense, net, is interest income of $20,000,
$15,000, $5,000, $90,000, $327,000, and $3,690,000 for the predecessor telephone
and answering service divisions for the year ended December 31, 1995 and for the
nine month period ended September 30, 1996, and for Pac-West for the period from
commencement on October 1, 1996 to December 31, 1996 and for the years ended
December 31, 1997, 1998 and 1999, respectively. Although EBITDA is not a measure
of financial performance under generally accepted accounting principles, we
believe it is a common measure used by analysts and investors in comparing a
company's results with those of similar companies as well as to evaluate the
capacity of a company to service its obligations.
18
<PAGE>
<TABLE>
<CAPTION>
Predecessor Telephone and
Answering Service Divisions Pac-West Telecomm, Inc.
--------------------------- -------------------------------------------------------
Period from
Commencement
Nine Month on October 1,
Year Ended Period Ended 1996 to Year Ended
December 31, September 30, December 31, December 31,
----------------------------------------
1995 1996 1996 1997 1998 1999
----------- ------------ ------------ ------- ------- -------
(in thousands) (in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations Data:
Revenues.................................... $ 8,900 $ 8,737 $ 4,232 $29,551 $ 42,211 $ 95,505
Costs and expenses:
Operating costs........................... 3,498 4,202 2,064 12,060 15,344 20,510
Selling, general and administrative:
Selling, general and administrative..... 3,011 3,123 1,519 7,367 10,779 22,855
Transaction bonuses and consultant's
costs (1)............................... -- -- -- -- 3,798 --
Depreciation and amortization............. 512 549 299 2,204 4,106 8,689
------- ------- ------- ------- -------- ---------
Income from operations.................. 1,879 863 350 7,920 8,184 43,451
Interest expense............................ 93 33 105 932 4,199 18,124
(Gain) on disposal of answering service
division.................................... -- -- -- (385) -- --
Costs of merger and recapitalization (1).... -- -- -- -- 3,004 --
Other (income) expense, net................. (17) (34) 11 (119) (330) (3,690)
------- ------- ------- ------- -------- ---------
Income before provision for income
taxes and extraordinary item............ 1,803 864 234 7,492 1,311 29,017
Provision for income taxes.................. 722 345 94 2,997 1,561 13,111
------- ------- ------- ------- -------- ---------
Income (loss) before extraordinary item. 1,081 519 140 4,495 (250) 15,906
Extraordinary item--loss on early
extinguishments of debt, net of income tax
benefit of $278 (1)......................... (417)
------- ------- ------- ------- -------- ---------
Net income (loss)........................... $ 1,081 $ 519 $ 140 $ 4,495 $ (667) $ 15,906
======= ======= ======= ======= ======== =========
Income (loss) before extraordinary items
per share:
Basic..................................... $ 1.00 $ 32.11 $ (0.30) $ 0.59
Diluted................................... $ 1.00 $ 32.11 $ (0.30) $ 0.56
Net Income (loss) per share:
Basic..................................... $ 1.00 $ 32.11 $ (0.38) $ 0.59
Diluted................................... $ 1.00 $ 32.11 $ (0.38) $ 0.56
Weighted average shares outstanding:
Basic..................................... 140 140 5,244 20,173
Diluted................................... 140 140 5,244 21,294
Other Financial Data:
Adjusted EBITDA............................. $ 2,388 $ 1,431 $ 633 $10,538 $ 16,091 $ 52,140
Adjusted EBITDA margin %.................... 26.8% 16.4% 15.0% 35.7% 38.1% 54.6%
Cash provided by (used in):
Operating activities...................... $ 1,758 $ 1,092 $ 75 $ 5,876 $ 12,033 $ 41,439
Investing activities...................... (1,266) (2,523) (1,682) (6,619) (42,031) (135,966)
Financing activities...................... (350) 1,778 1,549 3,658 41,631 161,979
Balance Sheet Data (as of period end):
Cash and cash equivalents................... $ 399 $ 746 $ 688 $ 3,603 $ 15,236 $ 82,688
Short-term investments -- -- -- -- -- 70,138
Restricted cash ............................ -- -- -- -- -- 10,087
Working capital (deficit)................... (219) 626 398 2,598 15,532 151,492
Equipment, vehicles and leasehold 3,065 5,883 9,483 19,079 57,294 105,189
improvements, net...........................
Total assets................................ 5,141 8,641 12,966 27,528 82,493 290,100
Total long-term debt........................ 149 2,536 5,690 12,206 100,116 150,017
Convertible redeemable preferred stock,
including accrued cumulative dividends of
$1,324 at December 31, 1998............... -- -- -- -- 46,324 --
Stockholders' equity (deficit).............. 2,526 4,037 4,177 8,672 (74,113) 106,250
</TABLE>
(1) Transaction bonuses and consultant's costs, costs of merger and
recapitalization, and the extraordinary item all relate to our
recapitalization described in Note 1 to the audited financial statements.
19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
Pac-West is a rapidly-growing provider of integrated communications
services in the western United States. Our customers include Internet service
providers, small and medium businesses and enhanced communications service
providers, many of which are communications intensive users. Our predecessor,
also known as Pac-West Telecomm, Inc., began selling office phone systems in
1980 and reselling long distance service to small and medium businesses and
residential customers in 1982. Beginning in 1986, our predecessor began offering
paging and telephone answering services to its customers. Effective September
30, 1996, our predecessor transferred its telephone and answering service
divisions to us. Prior to September 30, 1996, we did not conduct any operations
and, since that time, we have disposed of the answering service division and
have focused our business strategy on operating as a provider of integrated
communications services.
For the years ended December 31, 1998 and 1999, recognizing compensation
from other communications companies for completing their customers' calls only
to the extent such compensation was actually received in cash, we had net
revenues of approximately $42.2 million and $95.5 million, respectively, and
adjusted EBITDA of approximately $16.1 million and $52.1 million, respectively.
As of December 31, 1999, we had 105,147 lines in service, a 117% increase
from December 31, 1998. For the year ended December 31, 1999 our minutes of use
were 15.2 billion, an increase of 97% over 1998.
Factors Affecting Operations
Revenues. We derive our revenues from monthly recurring charges, usage
charges and initial non-recurring charges and telephone equipment sales and
service. Monthly recurring charges include the fees paid by customers for lines
in service and additional features on those lines, as well as equipment
collocation services. Usage charges consist of fees paid by end users for each
call made, fees paid by incumbent local exchange carriers as reciprocal
compensation for completion of their customers' calls through Pac-West, and
access charges paid by carriers for long distance traffic terminated by
Pac-West. Initial non-recurring charges are paid by end users, if applicable,
for the initiation of our service.
We derive a substantial portion of our revenues from reciprocal
compensation paid by incumbent local exchange carriers with which we have
interconnection agreements. Reciprocal compensation revenues increased
significantly in recent fiscal quarters as a result of increasing inbound call
volume from our Internet service provider and other customers. For the years
ended December 31, 1997, 1998 and 1999, recorded reciprocal compensation
accounted for approximately 37.4%, 37.1% and 57.9%, respectively, of our
revenues. Until recently, two incumbent local exchange carriers with which we
have interconnection agreements, Pacific Bell and GTE, refused to pay that
portion of reciprocal compensation due under their prior agreement that they
estimated was the result of inbound calls terminating to Internet service
providers. These incumbent local exchange carriers contended that such Internet
service provider calls are not local calls within the meaning of their
respective interconnection agreements and claimed that no reciprocal
compensation was therefore payable. The total reciprocal compensation withheld
by Pacific Bell and GTE and not included in revenues was $3.8 million for the
year ended December 31, 1997 and $32.6 million for the year ended December 31,
1998. Pacific Bell discontinued withholding amounts as of June 29, 1999 and GTE
discontinued withholdings as of October 1, 1999. The amounts withheld in 1999
prior to these dates aggregated $29.9 million. On September 9, 1999, Pac-West
entered into a settlement agreement with Pacific Bell regarding all of our
outstanding claims for unpaid reciprocal compensation under our prior
interconnection agreement. Under the terms of the settlement agreement, Pacific
Bell agreed to pay $20.0 million to Pac-West and $20.0 million to certain
stockholders of Pac-West as of the date of the recapitalization in settlement of
those claims. As a result of these payments, the terms of our September 1998
recapitalization requiring additional distributions to certain of our
shareholders have been satisfied. See "Certain Relationships and Related
Transactions - Recapitalization." In October 1999, GTE paid all amounts withheld
totaling $6,308,000.
On June 24, 1999, the California Public Utilities Commission adopted a
decision in an arbitration proceeding between us and Pacific Bell which held
that reciprocal compensation would be payable for Internet service provider
calls under our new interconnection agreement with Pacific Bell which became
effective on June 29, 1999. Pacific
20
<PAGE>
Bell has paid the full amount of our billings for calls since the effective date
of the new agreement. On August 25, 1999, we, along with the commissioners of
the California Public Utility Commission and others, were named as a defendant
in an action filed by GTE California. The action challenges the legality of the
California Public Utility Commission's decisions regarding reciprocal
compensation as discussed above. We intend to seek dismissal of the action or
otherwise contest the claims of GTE California. The obligation of GTE or other
local exchange carriers to pay this reciprocal compensation under its current
agreement is currently under review by both state and federal regulators.
We expect that reciprocal compensation will continue to represent a
significant portion of our revenues in the future. We are currently negotiating
and implementing new interconnection agreements and the terms of the related
reciprocal compensation. The per minute reciprocal compensation rate we receive
from Pacific Bell under our new agreement is significantly lower than it was
under our previous agreement. Based on current market conditions, we also expect
that the per minute reciprocal compensation rate will similarly decline from
historic rates under any other future interconnection agreements.
Operating Costs. Operating costs are comprised primarily of leased
transport charges, usage charges for long distance and intrastate calls and, to
a lesser extent, reciprocal compensation related to calls that originate with a
Pac-West customer and terminate on the network of an incumbent local exchange
carrier or other competitive local exchange carrier. Our leased transport
charges are the lease payments we incur for the transmission facilities used to
connect our customers to our switch and to connect to the incumbent local
exchange carrier and other competitive local exchange carrier networks. Our
strategy of leasing rather than building our own transport facilities results in
our operating costs being a significant component of total costs.
Selling, General and Administrative Expenses. Our recurring selling,
general and administrative expenses include network development, administration
and maintenance costs, selling and marketing, customer service, information
technology, billing, corporate administration and personnel. We expect to incur
significant selling and marketing costs as we continue to expand our operations,
a significant amount of which will be incurred in a particular market before the
switch becomes operational and begins to generate revenue. Consequently, selling
and marketing expenses are expected to increase until implementation of our
expansion plan is substantially complete. We will incur other costs and
expenses, including the costs associated with the development and maintenance of
our networks, administrative overhead, premises leases and bad debts. We expect
that these costs will grow significantly as we expand our operations and that
sales and marketing and administrative overhead will be a large portion of these
expenses during the start-up phase in each of our new markets.
Results of Operations
The following table summarizes the results of operations as a percentage of
revenues for Pac-West for the years ended December 31, 1997, 1998 and 1999.
Selling, general and administrative expenses and income from operations for
the year ended December 31, 1998 include $3.8 million of one-time transaction
bonuses and consultant's costs. Excluding these transaction bonuses and
consultant's costs, selling, general and administrative expenses were 25.5% of
revenues and income from operations was 28.4% of revenues for that period. The
net loss for 1998 includes the costs of the recapitalization of $3.0 million,
transaction bonuses and consultant's costs of $3.8 million and the extraordinary
loss on early extinguishment of debt of $0.7 million before income tax benefit.
21
<PAGE>
<TABLE>
<CAPTION>
Pac-West Telecomm, Inc.
-----------------------
Year Ended December 31,
-----------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Statements of Operations Data:
Revenues..................................... 100.0% 100.0% 100.0%
Operating costs.............................. 40.8 36.4 21.5
Selling, general and administrative expenses. 24.9 34.5 23.9
Depreciation and amortization expense........ 7.5 9.7 9.1
Income from operations....................... 26.8 19.4 45.5
Net income (loss)............................ 15.2 (1.6) 16.7
</TABLE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues for the year ended December 31, 1999 increased $53.3 million to
$95.5 million from $42.2 million for 1998. The increase in revenues was
primarily attributed to an increase of $39.6 million in paid local
interconnection revenues, which included settlement payments totaling $26.3
million received in connection with previously withheld reciprocal compensation,
an increase of $8.5 million in recurring charges and installation charges billed
directly to Internet service providers, an increase of $0.2 million in local and
long distance usage revenues, and an increase of $1.0 million in dedicated
transport revenues.
In the third quarter of 1998, we installed new higher capacity switches at
our Stockton and Los Angeles switching sites. During the fourth quarter of 1998,
we expanded switch capacity to existing and new customers. In the second quarter
of 1999, we activated a new higher capacity switch in Oakland and continued to
expand our switching capacity in Los Angeles. Our revenues for 1999 also
increased from 1998 as a result of additional switch capacities, and increased
utilization of our expanded switch capacities, primarily attributable to
Internet service provider customers. In addition, new service orders from small
and medium businesses have continued to accelerate in 1999 as we have built our
sales force, with a 393% increase from 1998 in lines sold to small and medium
businesses during 1999.
The number of access lines in service increased 117% to 105,147 as of
December 31, 1999 from 48,517 as of December 31, 1998. Billable minutes of use
were 15.2 billion in 1999, up 97% from 7.7 billion for 1998.
The number of inbound local calls and the minutes subject to reciprocal
compensation revenues in accordance with interconnection agreements increased
57% and 97%, respectively, for the year ended December 31, 1999 over 1998. The
effect of the significant increases in inbound local calls and minutes, together
with the payments of previously withheld reciprocal compensation, resulted in a
$39.6 million or 253% increase in paid interconnection revenues for the year
ended December 31, 1999 over 1998.
The $8.5 million increase in 1999 over 1998 in direct billings to Internet
service providers represented an 87% year to year increase. Lines used by our
Internet service providers significantly increased in 1999 over 1998 to 76,596
lines in service by Internet service providers at December 31, 1999, from 41,135
lines in service at December 31, 1998.
Lines in service by our small and medium business customers also increased
significantly in 1999 to 17,163 lines in service at December 31, 1999, from
3,730 lines in service at December 31, 1998, an increase of 360%.
The $0.2 million increase in outbound local and long distance revenues,
including 800 number and travel card calls, represented a 3% increase in 1999
over 1998. This increase is directly related to our focus on providing services
to high-volume, telecommunication intensive users and to small and medium
businesses, offset by lower rates.
The $1.0 million or 24% increase in dedicated transport revenues primarily
related to increased data networking services for private corporate networks.
22
<PAGE>
Our operating costs for 1999 increased $5.2 million to $20.5 million from
$15.3 million for 1998. Our operating costs as a percentage of revenues
decreased to 21.5% for the year ended December 31, 1999 from 36.4% for 1998. The
increase in operating costs was primarily due to an increase in network
operations associated with a higher level of telecommunications activity. In
addition, we made significant investments in our telephone infrastructure during
the second half of 1998 and 1999 to accommodate future growth of our
communications services. As a result of increased utilization of our newly
installed switching equipment and the use of higher capacity transmission
facilities, plus the revenue from the payment of previously withheld reciprocal
compensation, our operating costs decreased as a percentage of revenues.
Our selling, general and administrative expenses for the year ended
December 31, 1999 increased $12.1 million to $22.9 million from $10.8 million
for 1998, (which excludes the $3.8 million of bonuses paid in 1998 to certain
key executives in connection with their assistance with our recapitalization and
consulting payments made in 1998 to our current President in connection with
services provided by him prior to his joining Pac-West). As a percentage of
revenues, our selling, general and administrative expenses decreased to 23.9%
for the year ended December 31, 1999 from 25.5% in 1998, (which excludes the
previously described $3.8 million of bonuses and consulting payments paid in
1998). The increase in selling, general and administrative expenses was
primarily due to the addition of 40 employees in sales and marketing; an
increase in network operational, development and administration costs, including
26 additional network employees; an increase of 22 service technicians; and 43
additional employees in other administration, customer service and information
technology functions. Our total number of employees increased from 140 at
December 31, 1998 to 271 at December 31, 1999.
Our depreciation and amortization expense for the year ended December 31,
1999 increased $4.6 million to $8.7 million from $4.1 million for 1998.
Depreciation and amortization as a percentage of revenues decreased to 9.1% for
the year ended December 31, 1999 from 9.7% in 1998. The increase in depreciation
and amortization expense was primarily due to the additional depreciation on the
portion of the $42.5 million of equipment acquired during 1998, which has been
placed in service and the $56.4 million of equipment acquired in 1999 as it is
placed in service.
Our interest expense for the year ended December 31, 1999 increased $13.9
million to $18.1 million from $4.2 million in 1998. The increase in interest
expense was primarily due to the interest on the $150 million senior notes
issued on January 29, 1999, including amortization over 10 years of the related
deferred financing costs associated with that offering. In addition, the
interest rate on the senior notes since January 29, 1999 is a higher interest
rate than the rates paid on outstanding financing in 1998. Interest expense is
net of amounts capitalized of $2.3 million and $0.3 million in 1998 and 1999
respectively.
Our income tax provision for 1999 reflects the tax impact of the receipt in
1999 of previously withheld reciprocal compensation. The income tax provision
for 1998 reflects the nondeductible impact of a substantial portion of the costs
associated with the recapitalization.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Our revenues for the year ended December 31, 1998 increased $12.6 million
to $42.2 million from $29.6 million for 1997. The increase in revenues was
primarily attributed to an increase of $4.6 million in paid interconnection
revenues, an increase of $5.1 million in recurring charges and installation
charges billed directly to Internet service providers, an increase of $1.2
million in local and long distance usage revenues, and an increase of $0.8
million in dedicated transport revenues.
The number of access lines in service increased 117% to 48,517 as of
December 31, 1998 from 22,400 as of December 31, 1997. Billable minutes of use
were approximately 7.7 billion in 1998, up 221% from 2.4 billion in 1997.
The number of inbound local calls and the minutes subject to reciprocal
compensation revenues in accordance with interconnection agreements increased
128% and 232%, respectively, 1998 over 1997. However, for reasons discussed
elsewhere in this Form 10-K, the incumbent local exchange carriers paid only 32%
of the reciprocal compensation billings in 1998 as compared to paying 74% in
1997. The net effect of the significant increases in
23
<PAGE>
inbound local calls and minutes, partially offset by the significantly lower
payment percentage, resulted in a $4.6 million or 42% increase in paid
interconnection revenues in 1998 over 1997.
The $5.1 million increase in 1998 over 1997 in direct billings to Internet
service providers represented a 106% year over year increase. Lines used by our
Internet service providers significantly increased from 1997 to 1998, from
18,430 lines in service by Internet service providers at December 31, 1997 to
41,135 lines in service at December 31, 1998.
Lines in service by our small and medium business customers increased in
1998 to 3,730 lines in service at December 31, 1998, from 500 lines in service
at December 31, 1997, an increase of 646%.
The $1.2 million increase in outbound local and long distance revenues,
including 800 number and travel card calls, represented a 23% increase in 1998
over 1997. This increase is directly related to our focus on providing services
to high-volume, telecommunication intensive users and to small and medium
businesses.
The $0.8 million or 25% increase in dedicated transport revenues primarily
related to increased data networking services for private corporate networks.
Our operating costs for the year ended December 31, 1998 increased $3.2
million to $15.3 million from $12.1 million for 1997. Our operating costs as a
percentage of revenues decreased to 36.4% for the year ended December 31, 1998
from 40.8% for 1997. The increase in operating costs was primarily due to an
increase in network operations associated with the higher level of revenues. In
addition, we made significant investments in our telephone infrastructure
beginning in the second half of 1996 through 1998 to accommodate future growth
of competitive local exchange carrier services. As a result of increased
utilization of our newly installed switching equipment and the use of higher
capacity transmission facilities, our operating costs decreased as a percentage
of revenues.
Excluding $3.8 million of bonuses paid in 1998 to certain key executives in
connection with their assistance with our recapitalization and consulting
payments made in 1998 to our current President in connection with services
provided by him in 1998 prior to his joining Pac-West, our selling, general and
administrative expenses for the year ended December 31, 1998 increased $3.4
million to $10.8 million from $7.4 million for 1997. Excluding the $3.8 million
of transaction bonuses and consultant's costs, our selling, general and
administrative expenses as a percentage of revenues increased to 25.5% for the
year ended December 31, 1998 from 24.9% in 1997. Selling, general and
administrative expense in 1998 reflects a 79% increase in the number of
employees, a $0.6 million increase in facility costs and a $1.6 million increase
in payroll costs related to the increased hiring of technology, sales,
administrative and support personnel.
Our depreciation and amortization expense for the year ended December 31,
1998 increased $1.9 million to $4.1 million from $2.2 million for 1997.
Depreciation and amortization as a percentage of revenues increased to 9.7% for
the year ended December 31, 1998 from 7.5% in 1997. The increase in depreciation
and amortization expense was primarily due to the additional depreciation on the
$7.7 million of equipment acquired during the second half of 1997 and the $20.1
million of equipment acquired during the first nine months of 1998.
Our interest expense for the year ended December 31, 1998 increased $3.3
million to $4.2 million from $0.9 million in 1997. The increase in interest
expense was primarily due to an increase in long-term debt during 1998. The
increase in long-term debt in 1998 was primarily due to $10.5 million of new
borrowings during the year to finance the purchase of network equipment, and due
to incremental borrowings of approximately $53.0 million in connection with the
merger and recapitalization.
Our income tax provision for 1998 reflects the impact of the
nondeductibility of a substantial portion of the costs associated with the
recapitalization. Excluding the impact of these one-time costs, our combined
effective federal and state tax rate for 1998 was 40%, consistent with 1997's
effective tax rate.
24
<PAGE>
Quarterly Operating and Statistical Data
The following table sets forth unaudited operating and statistical data for
each of the specified quarters of 1998 and 1999. The operating and statistical
data for any quarter are not necessarily indicative of results for any future
period.
<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------------------
1998 1999
----- ----
Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31
------- ------- -------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ports equipped............................ 90,000 90,000 174,000 220,800 251,520 309,120 309,120 460,800
Lines sold to date........................ 29,930 34,176 39,641 62,088 74,026 80,984 97,117 116,391
Lines in service to date.................. 27,930 32,176 35,141 48,517 67,691 76,263 88,009 105,147
Estimated data lines (% of installed
lines).................................... 93% 92% 89% 88% 85% 82% 76% 73%
Lines on switch %......................... 95% 95% 95% 96% 96% 96% 96% 96%
Internet service provider and enhanced
communications service provider
customer lines collocated %............... 89% 90% 90% 89% 83% 81% 83% 83%
Quarterly minutes of use switched
(in millions)............................. 1,488 1,745 2,002 2,494 3,116 3,523 4,020 4,552
Metropolitan statistical areas served..... 25 25 25 25 25 25 25 25
Capital expenditures (in thousands)....... $1,275 $6,588 $13,031 $21,572 $3,633 $18,275 $11,371 $23,091
Employees................................. 84 99 112 140 168 187 216 271
</TABLE>
Liquidity and Capital Resources
Net cash provided by operating activities was $41.4 million for the year
ended December 31, 1999 compared to $12.0 million for 1998. This increase
primarily reflects an increase in earnings before taxes, depreciation and
amortization plus $8.5 million of accrued interest on our senior notes. Net cash
provided by operating activities was $12.0 million for the year ended December
31, 1998 compared to $5.9 million for the year ended December 31, 1997. This
increase primarily reflects increased accounts payable and accrued liabilities
of $5.9 million.
Net cash used in investing activities was $136.0 million for the year ended
December 31, 1999 compared to $42.0 million for 1998. During 1999, we invested
$56.4 million in new switching and related equipment as compared to $42.2
million 1998. Further, as of December 31, 1999, $70.1 million of cash was
invested in short-term investments and $9.5 million, net of redemptions, had
been used to purchase short-term investments to fund the interest reserve trust
account for the February 2, 2000 semi-annual interest payment on the senior
notes. Net cash used in investing activities was $42.0 million for the year
ended December 31, 1998 compared to $6.6 million for the year ended December 31,
1997. During 1998, we invested approximately $41.0 million in new switching and
related equipment and leasehold improvements to expand switching capacity in Los
Angeles, Oakland and Stockton, California. During 1997, our investment of
approximately $6.7 million in new switching and related equipment and leasehold
improvements was partially offset by $0.5 million of proceeds from the
disposition of assets.
Net cash provided by financing activities was $162.0 million for the year
ended December 31, 1999 compared to $41.6 million for 1998. The net cash
provided in 1999 was primarily attributable to proceeds from the issuance of
$150 million of our senior notes reduced by the payoff of $100 million of senior
secured borrowings, plus the $118.1 million net proceeds from the initial public
offering of our common stock. Net cash provided by financing activities was
$41.6 million for the year ended December 31, 1998 compared to $3.7 million for
1997. The net cash provided in 1998 was primarily attributable to $37.8 million
of proceeds from the sale of our common and convertible redeemable preferred
stock, $75.4 million of proceeds from senior secured borrowings in connection
with the recapitalization, less $74.0 million of payments to existing
stockholders.
The local telecommunications services business is capital intensive. Our
operations have required and will continue to require substantial capital
investment for the design, acquisition, construction and implementation of our
network. Capital expenditures, including amounts financed under capital leases,
were $11.9 million, $42.5 million, and $56.4 million for the years ending
December 31, 1997, 1998 and 1999, respectively. Of the $56.4 million of capital
expenditures during 1999, $32.4 million was included in projects in progress as
of December 31, 1999 and therefore will not being depreciated until placed in
service in 2000. Our business plan, as currently contemplated,
25
<PAGE>
anticipates capital expenditures, excluding acquisitions, of over $100 million
annually through 2001. The actual cost of our planned expansion will depend on a
variety of factors, including the cost of the development of our network in each
of our new markets, the extent of competition and pricing of the
telecommunications services in such markets, and the acceptance of our services.
Accordingly, our actual capital requirements may exceed the amounts described
above.
Our senior credit facility provides for maximum borrowings of $40.0 million
for working capital and other general corporate purposes, and bears interest, at
our option, at:
(1) the base rate, as defined in the senior credit facility; or
(2) the LIBOR rate, as defined in the senior credit facility, plus between
2.25% and 3.5%.
As of December 31, 1999, there were no amounts outstanding under this
facility and the borrowing rate would have been approximately 9.25%. Our
borrowings under the senior credit facility will be secured by all of our
assets. The senior credit facility has a three year term expiring June 2002.
Our principal sources of funds for 2000 and 2001 are anticipated to be
current unrestricted cash balances, cash flows from operating activities,
borrowings under the senior credit facility and restricted cash. We believe that
these funds will provide us with sufficient liquidity to fund our business plan
through 2001. No assurance can be given, however, that this will be the case.
The foregoing statements do not take into account acquisitions which, if made,
are expected to be funded through a combination of cash and equity - see Note 11
to the financial statements included in this Form 10-K. Depending upon our rate
of growth and profitability, especially if we pursue any significant
acquisitions, we may require additional equity or debt financing to meet our
working capital requirements or capital equipment needs. There can be no
assurance that additional financing will be available when required or, if
available, will be on terms satisfactory to us.
Instruments governing our indebtedness, including the senior credit
facility and the senior notes indenture, contain financial and other covenants
that restrict, among other things, our ability to incur additional indebtedness,
incur liens, pay dividends or make certain other restricted payments, consummate
certain asset sales, enter into certain transactions with affiliates, merge or
consolidate with any other person or sell, assign, transfer, lease, convey or
otherwise dispose of substantially all of our assets. Such limitations could
limit corporate and operating activities, including our ability to respond to
market conditions to provide for unanticipated capital investments or to take
advantage of business opportunities. We have pledged to the trustee for the
benefit of the holders of the notes approximately $19.7 million in principal
amount of U.S. government securities plus any interest thereon to provide for
the payment of the first two scheduled interest payments on our senior notes.
The first scheduled interest payment of $10.2 million was paid on August 2,
1999, and the second scheduled interest payment of $10.1 million was paid on
February 2, 2000. These outstanding U.S. government securities are classified as
restricted cash on our financial statements for the year ended December 31,
1999.
Inflation
We do not believe that inflation has had any material effect on our
business over the past three years.
Year 2000 Issues
During 1999, management completed the process of preparing for the Year
2000 date changes. This process involved identifying and remediating date
recognition problems in computer systems, software and other operating
equipment, working with third parties to address their Year 2000 issues, and
developing contingency plans to address potential risks in the event of Year
2000 failures. To date, we have successfully managed the transition. Although
considered unlikely, unanticipated problems in our core business processes,
including problems associated with non-compliant third parties and disruptions
to the economy in general, could still occur despite efforts to date to
remediate affected systems and develop contingency plans. Management will
continue to monitor all business processes, including interaction with our
customers, vendors and other third parties, throughout 2000 to address any
issues and ensure all processes continue to function properly.
26
<PAGE>
Through December 31, 1999, the cost of the Year 2000 project totaled
approximately $150,000. At this time, we do not anticipate additional costs
associated with remediating date recognition problems in computer systems,
software and other operating equipment. The cost of addressing Year 2000 issues
were reported as a general and administrative expense. We did not defer any
material information technology projects due to our Year 2000 efforts. Since we
had been working on a Year 2000 resolution for over one year, all major
decisions during this period regarding replacement of equipment and software
were done with Year 2000 compliance as a major purchase criteria. Costs of
software upgrades and additions, as well as hardware upgrades which were
required for compatibility, enhancement, capability/capacity, or efficiency were
not considered as a Year 2000 cost.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The SEC's rule related to market risk disclosure requires that we describe
and quantify our potential losses from market risk sensitive instruments
attributable to reasonably possible market changes. Market risk sensitive
instruments include all financial or commodity instruments and other financial
instruments that are sensitive to future changes in interest rates, currency
exchange rates, commodity prices or other market factors. We are not exposed to
market risks from changes in foreign currency exchange rates or commodity
prices. We do not hold derivative financial instruments nor do we hold
securities for trading or speculative purposes. At December 31, 1999, we had
$150 million of fixed rate notes outstanding, and consequently we currently have
no risk exposure associated with increasing interest rates on our debt. In
addition, we have a line of credit with a variable interest rate tied to LIBOR;
however, there were no amounts outstanding at December 31, 1999. We are,
however, exposed to changes in interest rates on our investments in cash
equivalents and short-term investments. Substantially all of our investments in
cash equivalents and short-term investments are in money market funds that hold
short-term investment grade commercial paper, treasury bills or other U.S.
government obligations. Currently this reduces our exposure to long-term
interest rate changes. We do not use interest rate derivative instruments to
manage our exposure to interest rate changes. A hypothetical 100 basis point
decline in short-term interest rates would reduce the annualized earnings on our
$152.8 million of cash equivalent and short-term investments at December 31,
1999 by approximately $1,528,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Financial Statements required by Item 8, together with
the notes thereto and the report thereon of the independent public accountants
dated February 10, 2000, are set forth on pages F-1 through F-20 of this Form
10-K. The financial statement schedule listed under Item 14(a)2, together with
the report thereon of the independent public accountants dated February 10,
2000, are set forth on pages F-21 and F-22 of this Form 10-K and should be read
in conjunction with our Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
27
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE RESIGTRANT
The table below sets forth certain information as of December 31, 1999 with
respect to Pac-West's current directors, executive officers, and key employees:
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
Executive Officers:
Wallace W. Griffin................................ 61 President, Chief Executive Officer and Director
John K. La Rue.................................... 50 Executive Vice President--Technology and
Network Operations and Director
Richard E. Bryson................................. 46 Chief Financial Officer
Brian K. Johnson.................................. 38 Senior Vice President and General
Manager--Business Segment
Joel A. Effron.................................... 55 Senior Vice President--Sales and Marketing
Dennis V. Meyer................................... 61 Vice President--Finance and Treasurer
Jason R. Mills.................................... 27 Vice President--Network Operations
Gregory Joksch.................................... 43 Vice President--Information Technologies
Jeff M. Webster................................... 35 Vice President--Business Operations
John F. Sumpter................................... 51 Vice President--Regulatory
H. Ravi Brar...................................... 31 Vice President--Business Development
Directors:
Jerry L. Johnson.................................. 52 Chairman of the Board of Directors
David G. Chandler................................. 41 Director
Mark S. Fowler.................................... 58 Director
Samuel A. Plum.................................... 55 Director
Dr. Jagdish N. Sheth.............................. 61 Director
</TABLE>
The present principal occupations and recent employment history of each of
our executive officers, key employees and directors listed above are set forth
below.
Wallace W. Griffin has served as the President, Chief Executive Officer and
a Director of Pac-West since September 1998. From 1994 to 1997, Mr. Griffin
served as a Group President for a number of Jones International companies,
including Jones Lightwave, Ltd., a competitive local exchange carrier, and Jones
Education Company, a leader in using technology to deliver education.
Concurrently, he was co-owner of a consulting and business development company,
Griffin Enterprises, Inc. From 1987 through 1992, Mr. Griffin served as the
President and Chief Executive Officer of U S West Marketing Resources Group,
where he managed the $1 billion publishing, media software and advertising
services division. Mr. Griffin has over thirty-five years experience in
telecommunications, cable television, publishing and advertising. Mr. Griffin is
also a director of DDx Incorporated.
John K. La Rue founded Pac-West's predecessor, also known as Pac-West
Telecomm, Inc., in 1980 and served as its President from 1980 until September
30, 1996 and as our President from our incorporation in 1996 until September
1998. Since September 1998, Mr. La Rue has served as our Executive Vice
President of Technology and Network Operations and as a Director.
Richard E. Bryson has served as our Chief Financial Officer since November
1998. From 1992 to 1998, Mr. Bryson worked at Bank of America as a Managing
Director in the Telecommunications Group providing emerging telecommunications
companies with corporate finance and capital markets services. From 1989 to
1992, he was President and founder of MBIC, a fund investing in growth
companies. From 1980 to 1989, he worked at Citibank in Mezzanine Investments and
Capital Markets.
28
<PAGE>
Brian K. Johnson has served as our Senior Vice President and General
Manager--Business Segment since August 1999 and prior to that served as our Vice
President of Sales since September 1998. Mr. Johnson has over 15 years of sales
and sales management experience. Most recently, Mr. Johnson served for two years
as Vice President and General Manager of WinStar Telecommunications, overseeing
competitive local exchange carrier operations in the San Francisco Bay Area.
Prior to joining WinStar, Mr. Johnson was employed by Metrocall for two years as
Vice President and General Manager for the California and Nevada markets. His
telecommunications sales management experience includes positions at Comverse
Technology, LA Cellular and Harris Corporation.
Joel A. Effron has served as our Senior Vice President of Sales and
Marketing since April 1997. From 1994 through 1997, Mr. Effron ran his own
management consulting company called J. Effron & Associates. Prior to that, Mr.
Effron served as President of three corporations, including Compath, a $35
million marketing, installation and service company for business telephone
systems, Codart, a communication and entertainment start-up, and Zendex, a
computer manufacturer. Mr. Effron has over 25 years of experience in the
telecommunications industry with extensive senior management experience in
marketing, planning, policies and procedures and manpower development.
Dennis V. Meyer served as our and our predecessor's Chief Financial Officer
and Treasurer from 1994 until November 1998. In November 1998, Mr. Meyer was
appointed Vice President--Finance and Treasurer. Prior to 1994, Mr. Meyer spent
12 years in public accounting at Ernst & Ernst, now Ernst & Young, a national
accounting firm. Mr. Meyer is a certified public accountant with over twenty
years of experience as a senior financial officer of several manufacturing and
regulated transportation companies. Mr. Meyer also served as an officer in the
Air Artillery Branch of the U.S. Army.
Jason R. Mills has served as Vice President of Network Operations since
1997. Mr. Mills joined our predecessor in 1986 and has been serving as our
Director of Network Operations for the past five years. Mr. Mills also serves as
a director of Utility Telephone, Inc.
Gregory Joksch has served as our Vice President of Information Technologies
since September 1998. From 1992 to 1998, he served as Director of Information
Technologies and was responsible for our information technology systems.
Jeff M. Webster has served as Vice President-Business Operations since
September 1998 and before that served as Vice President of Operations since
1991. His current areas of responsibility include human resource management. Mr.
Webster began with Pac-West as an Account Executive in 1987 and was later
promoted to general management of business operations, human resources,
administration and customer service management.
John F. Sumpter has served as our Vice President of Regulatory since July,
1999. He has over 28 years of experience in the telecommunications industry.
Prior to joining us, he was employed with AT&T from 1984 to 1999, where he held
several executive legal regulatory positions, including Division Manager of Law
and Government Affairs, District Manager of Switched Services Product
Management, and District Manager of Marketing. Mr. Sumpter is responsible for
our relations with government regulatory agencies, regulatory compliance and
intercarrier relations.
H. Ravi Brar has served as our Vice President of Business Development since
July, 1999. In addition, Mr. Brar serves as President and is a director of
Installnet Inc., DBD Consulting, Inc. and US Net Solutions, Inc., each a
recently acquired, wholly-owned subsidiary of Pac-West. Prior to joining us, Mr.
Brar was employed with Xerox Corporation from 1991 to 1999, where he held
several senior level business development and financial management positions,
including Business Development Manager of Xerox's developing markets operations
in China and Russia, and Area General Manager and Controller of Xerox's business
services division in Pittsburgh, PA. Mr. Brar is responsible for oversight of
Pac-West's business development and strategic planning activities, including
mergers and acquisitions, growth markets, and strategic alliances.
29
<PAGE>
Jerry L. Johnson has served as our Chairman of the Board since September
1998. Since 1995, Mr. Johnson has been employed by Safeguard Scientifics, where
he is the Executive Vice President overseeing the partner companies in the
network infrastructure group. From 1985 to 1995, he worked at U S West in
various positions, including Vice President, Network and Technology Services,
which included managing U S West's largest division, supervising 21,000
management, engineering, technical and clerical employees. From 1983 to 1985,
Mr. Johnson was President and CEO of Northwestern Bell Information Technologies.
Mr. Johnson also serves as a Chairman of the Board of QuestOne Decision Sciences
Corporation and Sotas Inc., and as a director of Extant, Inc., Vitts Networks,
Inc., Intellisource Group, Inc., and NexTone Communications, Inc..
David G. Chandler has served as one of our Directors since September 1998.
Mr. Chandler is a Managing Director of William Blair Capital Partners, L.L.C., a
Chicago-based private equity firm. In addition, Mr. Chandler is a Principal of
William Blair & Company where he has been employed since 1987. Prior to joining
William Blair & Company, he was an investment banker with Morgan Stanley & Co.
Incorporated from 1984 to 1987. Mr. Chandler serves as a director of the
following companies: Electronic Manufacturing Systems, Inc., Encore Paper
Company, Gibraltar Packaging Group, Harmonic Systems Incorporated, Morton Grove
Pharmaceuticals, Inc., Pharma Research Corporation, Engineering Materials Corp.,
Pre Delivery Services Corp, DJ Pharma and Sweetwater Sound, Inc.
Mark S. Fowler has served as one of our Directors since August 1999. Mr.
Fowler is a founder and current Chairman of Assure Sat, Inc., a business formed
for the purpose of operating telecommunications satellites that provide "backup"
protection to satellite operators. In addition, Mr. Fowler founded and served as
CEO of Power Fone, a business sold to Nextel Communications in 1994 for $400
million. He also was a co-founder and Chairman from 1996 to January 2000 of
Unisite, Inc., a provider of leased tower space to wireless service operating
companies. From 1981 to 1987, Mr. Fowler served as Chairman of the Federal
Communications Commission and practiced communications law with the law firm of
Latham & Watkins from 1987 to 1994 as Senior Communications Counsel, and, from
1994 to present, as of counsel to the firm. Mr. Fowler serves as a director of
Talk.com Inc. and Beasley Broadcast Group, Inc.
Samuel A. Plum has served as one of our Directors since September 1998. Mr.
Plum has been a Managing General Partner of the general partner of SCP Private
Equity Partners, L.P. since its commencement in August 1996 and was employed by
Safeguard from 1993 to 1996. From February 1989 to January 1993, Mr. Plum served
as President of Charterhouse, Inc. and Charterhouse North American Securities,
Inc., the U.S. investment banking and broker-dealer divisions of Charterhouse
PLC, a merchant bank located in the United Kingdom. From 1973 to 1989, Mr. Plum
served in various capacities in the investment banking divisions of Paine Webber
Inc. and Blyth Eastman Dillon & Co., Inc. Mr. Plum has 22 years of investment
banking, mergers and acquisitions and private equity investment experience. Mr.
Plum also serves as a director of Index Stock Photography, Inc. and Metallurg
Holdings, Inc.
Dr. Jagdish N. Sheth has served as one of our Directors since July 1999.
Dr. Sheth has also been the Charles H. Kellstadt Professor of Marketing in the
Goizueta Business School since 1991 and is the founder of the Center for
Relationship Marketing at Emory University. From 1984 to 1991, Dr. Sheth was the
Robert E. Brookner Professor of Marketing at the University of Southern
California and is the founder of its Center for Telecommunications Management.
Dr. Sheth also serves as a director of Norstan, Inc.
Mark J. DeNino and Bruce A. Westphal resigned their positions as directors
at Pac-West effective as of March 1, 2000 and March 16, 2000, respectively. The
board of directors has not yet identified and nominated any person to fill the
vacant Class II directorship of Mr. DeNino or the vacant Class I directorship of
Mr. Westphal. When the board of directors identifies a person to fill each of
the vacant Class II directorship and the vacant Class I directorship, if will
appoint each such person to serve on the board of directors until the end of the
term of the appropriate class of directorship. See "Management - Classes of the
Board."
All members of the board of directors set forth in this report have been
elected in accordance with a shareholders agreement that was entered into in
connection with our recapitalization in September 1998. There are no other
family relationships between any of our directors or executive officers. Our
executive officers are elected by and serve at the discretion of the board of
directors.
30
<PAGE>
Classes of the Board
Following the closing of our initial public offering, our Board of
Directors were divided into three classes of directors, with each class serving
staggered three-year terms. As a result, approximately one-third of our Board of
Directors will be elected each year. Class I consists of Messrs. Plum and
Chandler, and one vacant directorship whose terms expire at the 2002 annual
meeting. Class II consists of Messrs. Sheth and Fowler, and one vacant
directorship whose terms expire at the 2001 annual meeting. Class III consists
of Messrs. Johnson, Griffin and La Rue whose terms expire at the 2000 annual
meeting.
Committees of the Board of Directors
Our board has standing executive, compensation and audit committees. The
executive committee currently consists of Jerry L. Johnson, Wallace W. Griffin,
David G. Chandler and Samuel A. Plum. The compensation committee consists of
Samuel A. Plum and Mark S. Fowler. The audit committee consists of David G.
Chandler, Dr. Jagdish N. Sheth and Mark S. Fowler.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "Commission") and the
Stock Market, as required. These persons are required by regulation of the
Commission to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during the fiscal year
ended December 31, 1999, except for Richard E. Bryson, Bay Alarm Company and
Samuel A. Plum, each of whom filed a Form 4 late, the Company's executive
officers, directors and greater than ten percent beneficial owners complied with
all applicable Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation we paid to our named
executive officers, consisting of our chief executive officer and four most
highly compensated executive officers for the fiscal year ended December 31,
1999. None of the perquisites and other benefits paid to each named executive
officer exceeded the lesser of $50,000 or 10% of the total annual salary and
bonus received by that officer. "All Other Compensation" reflects matching
contributions we made under our 401(k) plan plus group life and disability
insurance premiums paid by the Company on behalf of such officer. The amount
listed under "All Other Compensation" includes $18,419 of life insurance and
long-term disability insurance premiums we paid on behalf of Mr. Griffin and
includes $2,539 of long-term disability insurance premiums we paid on behalf of
Mr. LaRue.
1999 Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Regular All Other
Position Held Salary Bonus Compensation
-------------- ------ ----- ------------
<S> <C> <C> <C>
Wallace W. Griffin....................... $350,000 $350,000 $23,845
President, Chief Executive Officer and
Director John K. La Rue.................. 350,000 140,000 7,746
Executive Vice President and Director
Richard E. Bryson........................ 225,000 90,000 3,783
Chief Financial Officer
Brian K. Johnson......................... 150,370 56,000 3,648
Senior Vice President and General
Manager - Business Segment
Jason R. Mills........................... 185,000 50,000 5,341
Vice President--Network Operations
</TABLE>
31
<PAGE>
Stock Incentive Plan
We have established the Pac-West Telecomm, Inc. 1999 Stock Incentive Plan,
which authorizes the granting of stock options, including restricted stock,
SARS, dividend equivalent rights, performance units, performance shares or other
similar rights or benefits to our or our subsidiaries' current or future
employees, directors, consultants, advisors. Under the 1999 Stock Incentive
Plan, the board of directors is authorized to issue options to purchase shares
of common stock in such quantity, at such exercise prices, on such terms and
subject to such conditions as established by the board. An aggregate of
3,150,000 shares of common stock have been reserved for option grants under the
1999 Stock Incentive Plan and the employment agreements of Messrs. Griffin and
Bryson, subject to adjustment upon the occurrence of certain events to prevent
any dilution or expansion of the rights of participants that might otherwise
result from the occurrence of such events. As of December 31, 1999, we had
granted options outstanding with respect to 2,224,650 shares of common stock,
including those granted under the employment agreements. No options have been
exercised through December 31, 1999.
The amounts shown for realizable potential value are calculated assuming
that the market value of the common stock was equal to the exercise price per
share as of the date of grant of the options. This value is the approximate
price per share at which shares of the common stock would have been sold in
private transactions on or about the date on which the options were granted. The
dollar amounts under these columns assume a compounded annual market price
increase for the underlying shares of the common stock from the date of grant to
the end of the option term of 5% and 10%. This format is prescribed by the SEC
and is not intended to forecast future appreciation of shares of the common
stock. The actual value, if any, a named officer may realize will depend on the
excess of the market price for shares of the common stock on the date the option
is exercised over the exercise price. Accordingly, there is no assurance that
the value realized by a named officer will be at or near the value estimated
above.
Option Grants in 1999
The table below provides information regarding stock options granted to the
named executive officers during 1999. None of the named executive officers
received SAR's. All options referred to below are exercisable to purchase shares
of our common stock.
<TABLE>
<CAPTION>
% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Annual Rates of Stock
Underlying Employees Exercise or Price Appreciation for
Name Options in Fiscal Base Price Expiration Option Term
---- -----------
Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
----------- ---- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Wallace W. Griffin................. 137,847 8.3% $10.00 11/03/2009 $867,000 $2,197,000
John K. LaRue ..................... 224,000 13.5 2.14 02/28/2009 301,000 764,000
Richard E. Bryson.................. 86,153 5.2 10.00 11/03/2009 542,000 1,373,000
Brian K. Johnson................... 70,000 4.2 2.14 04/01/2009 94,000 239,000
Brian K. Johnson................... 35,000 2.1 2.14 07/01/2009 47,000 119,000
Jason R. Mills..................... 105,000 6.3 2.14 02/28/2009 141,000 358,000
</TABLE>
Outstanding Stock Options and Year-End Values
The following table sets forth information regarding the number and value
of unexercised stock options held by each of the named executive officers as of
December 31, 1999. None of the named executive officers exercised stock options
in 1999.
<TABLE>
<CAPTION>
Name Number of Unexercised Options Value of Unexercised In-the-Money
----
at Year End Options at Year End
Exercisable Non-Exercisable Exercisable Non-Exercisable
----------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Wallace W. Griffin..................... 487,847 0 $11,381,000 $0
John K. LaRue ......................... 0 224,000 0 5,457,000
Richard E. Bryson...................... 159,070 145,833 3,293,000 3,821,000
Brian K. Johnson....................... 0 105,000 0 2,558,000
Jason R. Mills......................... 0 105,000 0 2,558,000
</TABLE>
32
<PAGE>
Qualified 401(k) and Profit Sharing Plan
We maintain a tax-qualified 401(k) plan. Employees who are 18 years of age
may elect to participate in the plan after completing six months of service with
us. We match 50% of employee contributions up to 6% of compensation deferred.
Our matching contributions vest at a rate 20% per year starting with the
employee's second year of service. Although we have not historically done so, we
may also make discretionary profit-sharing contributions to all employees who
satisfy plan participation requirements.
Pension Plans
We do not maintain a pension plan.
Director Compensation
Directors who are employed by our company, including Mr. Griffin and Mr. La
Rue, and directors who are affiliated with our principal shareholders, including
Messrs. Chandler, Johnson and Plum are not currently entitled to receive any
compensation for serving on our board of directors. Our outside directors, Dr.
Sheth and Mr. Fowler, receive $5,000 per quarter as compensation for serving on
our board of directors. In 1999, we granted each of Dr. Sheth and Mr. Fowler
stock options to purchase 35,000 shares of our common stock at a strike price of
$2.14. The stock options will vest over a three-year period with 33 1/3% vesting
at the end of each year. We pay for the reasonable out-of-pocket expenses
incurred by each director in connection with attending board and committee
meetings.
Employment Agreements
Messrs. Wallace W. Griffin, John K. La Rue, Richard E. Bryson and Jason R.
Mills have each entered into employment agreements with us. The employment
agreements provide for initial base salaries and bonuses upon our achievement of
certain objective and subjective criteria and contain terms as follows:
<TABLE>
<CAPTION>
Initial
Employee Effective Date Term Base Salary Bonus
-------- -------------- ---- ----------- -----
<S> <C> <C> <C> <C>
Wallace W. Griffin................. September 16, 1998 3 years $350,000 40%
John K. La Rue..................... September 16, 1998 2 years $350,000 40%
Richard E. Bryson.................. October 30, 1998 2 years $225,000 40%
Jason R. Mills..................... September 16, 1998 2 years $180,000 25%
</TABLE>
The employment agreements also provide for participation in all benefit
plans made available to Pac-West executives.
Each of the employment agreements may be terminated earlier by us or the
respective executive under certain conditions.
In connection with their respective employment agreements, Mr. Griffin
purchased 525,000 shares of common stock for an aggregate purchase price of
$250,000 and Mr. Bryson purchased 87,458 shares of common stock for an aggregate
purchase price of $41,667. In each case, the executives purchased said shares
through a combination of cash and promissory notes, the payments of which notes
were secured by pledge agreements pledging all of stock so purchased. We have a
right to repurchase such shares in the event of the termination of such
executive's employment with us for any reason. In addition, their respective
employment agreements granted to Mr. Griffin and Mr. Bryson options to purchase
350,000 shares and 218,750 shares, respectively, of common stock at a purchase
price of $0.48 per share.
33
<PAGE>
Upon termination by us without cause, as defined in the respective
employment agreement, that executive will be entitled to receive severance
payments which, subject to certain conditions, equal:
. in the case of Mr. La Rue, base salary for the remainder of the term of
employment under the employment agreement plus the one-year period
thereafter;
. in the case of Mr. Griffin, base salary for the greater of the remainder
of the term of employment under the employment agreement or the six-
month period thereafter;
. in the case of Mr. Bryson, base salary for one year following
termination plus our payment of all health insurance premiums with
respect to Mr. Bryson's continuation coverage rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or
any similar statute or regulation then in effect, for a maximum of the
one-year period after such termination; and
. in the case of Mr. Mills base salary for the remainder of the term of
employment under the employment agreement.
If the employment period is terminated as a result of the executive's
disability, then the executive and/or his estate or beneficiaries, as the case
may be, will be entitled to receive benefits under our employee benefit programs
as in effect on the date of such termination to the extent permitted under such
programs and, in addition, will be entitled to receive:
(1) an amount equal to that executive's base salary for the one-year
period after the termination of the employment period; and
(2) the amount of any annual bonus otherwise payable to the executive for
the fiscal year in which executive's employment is terminated, except
that the amount of any such annual bonus otherwise payable will be
allocated on the basis of the number of days during such fiscal year
that executive was employed by us.
If the employment period is terminated as a result of the executive's
death, then the executive and/or his estate or beneficiaries, as the case may
be, will be entitled to receive benefits under our employee benefit programs as
in effect on the date of such termination to the extent permitted under such
programs and, in addition, will be entitled to receive the amount of any annual
bonus otherwise payable to the executive for the fiscal year in which the
executive's employment is terminated, except that the amount of any such annual
bonus otherwise payable will be allocated on the basis of the number of days
during such fiscal year that the executive was employed by us. If we terminate
the employment period for cause or if the executive resigns for any reason,
other than a termination without cause under the respective employment
agreement, then the executive will be entitled to receive his base salary
through the date of termination and we will have no further liability whatsoever
to executive.
Each of the executives have agreed to forfeit any severance obligations
owing to such executives in the event they breach certain noncompetition
provisions. See "Certain Relationships and Related Transactions--Non-
Competition; Non-Solicitation; Confidentiality Agreements."
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of
three directors, none of which are executive officers or employees of the
Company. There are no director interlocking relationships.
34
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
our common stock as of March 1, 2000 for: (1) each person who we know owns
beneficially more than 5% of our outstanding common stock; (2) each of our
current directors and named executive officers; and (3) all of our current
directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares Percent Beneficially
Beneficial Owner Beneficially Owned (1) Owned (2)
---------------- ---------------------- ---------
<S> <C> <C>
Significant Stockholders:
Bay Alarm Securities LLC...................................... 4,890,930(3) 13.7%
925 Ygnacio Valley Road
Walnut Creek, CA 94596
SCP Private Equity Partners, L.P.............................. 3,652,649(4) 10.2
435 Devon Park Drive, Building 300
Wayne, PA 19087
William Blair Capital Partners VI, L.P........................ 3,652,649(5) 10.2
222 West Adams Street
Chicago, IL 60606
TL Ventures III L.P. and related entities..................... 3,258,826(6) 9.1
700 Building
435 Devon Park Drive
Wayne, PA 19087-1990
Safeguard Scientifics, Inc. .................................. 2,375,223(7) 6.6
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Directors and Named Executive Officers:
Richard E. Bryson............................................. 246,528(8) *
David G. Chandler............................................. 3,652,649(9) 10.2
Mark S. Fowler................................................ 1,000(10)
Wallace W. Griffin............................................ 1,012,847(11) 2.8
Brian K. Johnson.............................................. 17,500(12) *
Jerry L. Johnson.............................................. 30,043(13) *
John K. La Rue................................................ 914,888(14) 2.6
Jason R. Mills................................................ 37,250(15) *
Samuel A. Plum................................................ 3,667,649(16) 10.2
Jagdish N. Sheth.............................................. 2,000(17) *
All of Pac-West's directors and executive officers as a group
(18 persons)....................................................... 9,607,054(18) 26.4
</TABLE>
(1) The number of shares includes shares of common stock subject to options
exercisable within sixty (60) days of March 1, 2000.
(2) Shares of common stock exercisable within sixty (60) days of March 1, 2000
are considered outstanding for the purpose of determining the percent of
the class held by the holder of such option, but not for the purpose of
computing the percentage held by others. Percentages of less than one (1)
percent are denoted by an asterisk.
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(3) Based solely upon information provided on March 13, 2000 by Bay Alarm
Company, the sole member of Bay Alarm Securities LLC ("Bay Alarm"), Bay
Alarm is the direct beneficial owner of 4,890,930 shares of common stock.
(4) Based solely upon a Schedule 13G, dated March 10, 2000, filed jointly by
SCP Private Equity Partners, L.P. ("Equity Partners"), SCP Private Equity
Management, L.P. ("Equity Management"), Winston Churchill ("Churchill"),
Samuel A. Plum ("Plum"), and Safeguard Capital Management, Inc. ("Capital
Management"), Equity Partners is the direct beneficial owner of 3,652,649
shares of common stock. Equity Management, by virtue of it being the
general partner of Equity Partners, may be deemed to be the beneficial
owner of the shares of common stock owned by Equity Partners. In addition,
Churchill, Plum and Capital Management, by virtue of their being general
partners of Equity Management, may also be deemed to be the beneficial
owner of the shares of common stock owned by Equity Partners. Each of
Equity Management, Churchill, Plum and Capital Management disclaims any
direct or indirect beneficial ownership of the 3,652,649 shares of common
stock owned by Equity Partners.
(5) Based solely upon a Schedule 13G, dated February 14, 2000, filed jointly by
William Blair Capital Partners VI, L.P. ("WB Partnership") and William
Blair Capital Partners VI, L.L.C. ("WB LLC"), WB Partnership is the direct
beneficial owner of 3,652,649 shares of common stock. WB LLC, by virtue of
it being the general partner of WB Partnership, may be deemed to be the
beneficial owner of the shares of common stock owned by WB Partnership. WB
LLC disclaims beneficial ownership of the 3,652,649 shares of common stock
owned by WB Partnership.
(6) Based solely upon a Schedule 13G, dated February 10, 2000, filed jointly by
TL III, TL Offshore, TL Interfund, TL Ventures III, LLC, TL Ventures III
Management, LP, TL Ventures III Offshore and TL Ventures Offshore Partners,
LP, TLIII, TL Offshore and TL Interfund are the direct beneficial owners of
2,623,878, 549,264 and 85,684 shares of common stock, respectively. TL
Ventures III Management, LP, by virtue of it being the general partner of
TL III and TL III Interfund and TL Ventures III, LLC, by virtue of it being
the general partner of TL Ventures III Management, LP, may be deemed to be
the beneficial owner of the 2,623,878 and 85,684 shares of common stock
owned by TL III and TL Interfund, respectively. TL Ventures Offshore
Partners, LP, by virtue of it being the general partner of TL Offshore, and
TL Ventures III Offshore, Ltd., by virtue of it being the general partner
of TL Ventures Offshore Partners, LP, may be deemed to be the beneficial
owner of the 549,264 shares of common stock owned by TL Offshore.
(7) Based solely upon information provided by Safeguard Scientifics, Inc.
("Safeguard"), shares are owned of record by Safeguard 98 Capital L.P.
Safeguard Delaware, Inc., a wholly owned subsidiary of Safeguard, is the
sole general partner of Safeguard 98 Capital L.P. and has sole authority
and responsibility for all acquisition, voting and disposition decisions
regarding such shares. The shares exclude the following shares of common
stock held by other entities in which Safeguard has a pecuniary interest:
393,824 shares held by Enertech Capital Partners L.P., 3,652,649 shares
held by SCP Private Equity Partners, L.P., 2,623,878 shares held by TL
Ventures III L.P., 85,684 shares held by TL Ventures III Interfund, and
549,264 shares held by TL Ventures III Offshore L.P. Safeguard Scientifics
(Delaware), Inc. ("Safeguard Delaware"), a wholly owned subsidiary of
Safeguard, is a member of Enertech Management L.L.C., the general partner
of Enertech Management L.P., which is the general partner of Enertech
Capital Partners L.P., and holds a limited partnership interest in the
fund. Safeguard Capital Management, Inc., a wholly owned subsidiary of
Safeguard Delaware, is a general partner of SCP Private Equity Management
L.P., the general partner of SCP Private Equity Partners L.P., and holds a
limited partnership interest in the fund. Safeguard Delaware is a member of
TL Ventures III LLC, the general partner of TL Ventures III Management
L.P., which is the general partner of TL Ventures III L.P. and TL Ventures
III Interfund, and holds a limited partnership interest in TL Ventures III
Management L.P. Safeguard Delaware is also a shareholder of TL Ventures III
Offshore Ltd., the general partner of TL Ventures III Offshore Partners
L.P., which is the general partner of TL Ventures III Offshore L.P., and
holds a limited partnership interest in TL Ventures III Offshore Partners
L.P. Safeguard disclaims beneficial ownership of the shares owned by these
entities.
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<PAGE>
(8) The shares of common stock shown as beneficially owned by Mr. Bryson
include 159,070 shares subject to options. In addition, Mr. Bryson is the
direct beneficial owner of 21,458 shares of common stock. Mr. Bryson, by
virtue of his being a co-trustee for each of the Lauren E. Bryson
Irrevocable Trust, dated December 29, 1999 (the "Lauren Bryson Trust"), the
Anna C. Bryson Irrevocable Trust, dated December 29, 1999 (the "Anna Bryson
Trust") and the William H. Bryson Irrevocable Trust, dated December 29,
1999 (the "William Bryson Trust"), may be deemed to be the beneficial owner
of the 22,000 shares of common stock owned by each of the Lauren Bryson
Trust, the Anna Bryson Trust and the William Bryson Trust. Mr. Bryson
disclaims beneficial ownership of the 66,000 shares of common stock held by
the Lauren Bryson Trust, the Anna Bryson Trust and the William Bryson
Trust.
(9) Mr. Chandler, by virtue of his being a managing director of WB LLC, may be
deemed to be the beneficial owner of 3,652,649 shares of common stock owned
by WB Partnership. Mr. Chandler expressly disclaims beneficial ownership of
any shares owned by WB Partnership.
(10) The shares of common stock shown as beneficially owned by Mr. Fowler
include 1,000 shares of common stock owned directly by Mr. Fowler.
(11) The shares of common stock shown as beneficially owned by Mr. Griffin
include 487,847 shares subject to options and 245,000 shares of common
stock owned directly by Mr. Griffin. In addition, Mr. Griffin, by virtue of
his being a general partner of Griffin Family Limited Liability
Partnership, L.L.P. ("Griffin LLP"), may be deemed to be the beneficial
owner of 280,000 shares of common stock owned by Griffin LLP.
(12) The shares of common stock shown as beneficially owned by Mr. Johnson
include 17,500 shares subject to options.
(13) The shares of common stock shown as beneficially owned by Mr. Johnson
include 29,929 shares of common stock owned directly by Mr. Johnson. In
addition, Mr. Johnson, by virtue of his participation in a 401(K) plan, may
be deemed to be the beneficial owner of 114 shares of common stock owned
directly by such 401(K) plan.
(14) The shares of common stock shown as beneficially owned by Mr. La Rue
include 56,000 subject to options and 680,668 shares of common stock owned
directly by Mr. La Rue. In addition, Mr. La Rue, by virtue of his being the
trustee of the Jason R. Mills and Jennifer L. Mills Irrevocable Trust,
dated September 14, 1998 (the "Mills Trust"), may be deemed to be the
beneficial owner of 178,220 shares of common stock owned by the Mills
Trust. Mr. La Rue expressly disclaims beneficial ownership of the shares of
common stock owned by the Mills Trust.
(15) The shares of common stock shown as beneficially owned by Mr. Mills include
26,250 shares of common stock subject to options and 11,000 shares of
common stock owned directly by Mr. Mills.
(16) The shares of common stock shown as beneficially owned by Mr. Plum include
15,000 shares of common stock owned directly by Mr. Plum. In addition, Mr.
Plum, by virtue of his being the managing general partner of Equity
Partners, may be deemed to be the beneficial owner of 3,652,649 shares
owned by Equity Partners. Mr. Plum expressly disclaims beneficial ownership
of the shares of common stock owned by Equity Partners.
(17) The shares of common stock shown as beneficially owned by Dr. Sheth include
2,000 shares of common stock owned directly by Dr. Sheth.
(18) The shares of common stock shown as beneficially owned by all of Pac-West's
directors and executive officers as a group include the shares of common
stock beneficially owned by the directors and the named executive officers
described in footnotes 8 to 16 as well as 84,700 shares of common stock
beneficially owned by executive officers other than the named executive
officers.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Recapitalization
Our recapitalization was completed on September 16, 1998 in accordance with
the merger agreement between us, Bay Alarm Company and John K. La Rue, the
preexisting investors, and PWT Acquisition Corp. a corporation newly formed by
an equity investment group led by Safeguard 98 Capital, L.P. and William Blair
Capital Partners L.L.P. to effect the recapitalization.
Under the merger agreement, Mr. La Rue and Bay Alarm Company were entitled
to receive additional consideration of up to $20 million in the event that
certain billings under dispute were received subject to the recapitalization.
On September 9, 1999, Pac-West entered into a settlement agreement with
Pacific Bell regarding claims for unpaid reciprocal compensation under our prior
interconnection agreement. Under the terms of the settlement agreement, Pacific
Bell agreed to pay $20.0 million to Pac-West and $20.0 million in the aggregate
to Mr. La Rue and Bay Alarm Company in settlement of those claims. As a result
of these payments, the terms of our September 1998 merger agreement requiring
additional distributions to these shareholders have been satisfied.
In accordance with the merger agreement, Mr. La Rue and Bay Alarm Company
have agreed to indemnify us and certain of our related parties for all
liabilities and other losses arising from, among other things:
(1) any breach by Pac-West of any representation, warranty, covenant or
agreement we made in the merger agreement or in any schedule, exhibit,
or other related document;
(2) any claims of any brokers, finders, our employees or consultants
relating to the transactions contemplated by the merger agreement not
specifically set forth in or contemplated by the merger agreement; or
(3) any claim by any person other than PWT Acquisition Corp. or its
affiliates with respect to, or arising as a result of, any
reorganization, liquidation, dissolution, recapitalization, non due
course borrowing, merger, consolidation, sale or purchase of assets or
similar transactions proposed prior to closing of the merger; provided
that Mr. La Rue and Bay Alarm Company receive notice of such loss
within the applicable time periods set forth in the merger agreement.
Subject to certain exceptions, Mr. La Rue and Bay Alarm Company do not have
any obligation to indemnify any of the indemnified parties from any losses
caused by the breach or alleged breach of any representation or warranty
contained in the merger agreement until the indemnified parties collectively
suffer related aggregate losses in excess of $500,000, which acts as a
deductible. Mr. La Rue and Bay Alarm Company have an obligation to indemnify the
indemnified parties for all losses suffered by any of the indemnified parties in
excess of the deductible, provided that Mr. La Rue and Bay Alarm Company do not
have any obligation to indemnify the indemnified parties from such aggregate
losses in excess of an indemnity cap of $15.0 million. Despite the above,
breaches or alleged breaches of certain post-closing covenants or agreements
contained in the merger agreement will not be subject to the deductible or the
indemnity cap.
The merger agreement contains representations and warranties typical of
those kinds of agreements, including, for example, those relating to corporate
organization and capitalization, the valid authorization, execution, delivery
and enforceability of all transaction documents, the financial statements, the
absence of material adverse changes in the business, assets, financial condition
and results of operations, the absence of material undisclosed liabilities, tax
matters, the quality and title of personal and real property, material
contracts, intellectual property, employee benefits plans, environmental
matters, compliance with laws, governmental authorizations, permits and licenses
and insurance matters. Generally, our representations and warranties expire
thirty days after receipt of the audited financial statements for fiscal 1999
except that those relating to tax matters survive until the expiration of the
applicable statute of limitations and certain other representations and
warranties which survive indefinitely.
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<PAGE>
The foregoing summary of the material terms of the merger agreement and
related matters does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the merger
agreement, including the definitions of certain terms therein and the exhibits
and schedules hereto.
Registration Agreement
In connection with the recapitalization, all of our shareholders entered
into a registration agreement. In accordance with the registration agreement, at
any time after May 7, 2000 each of the four equity investors in the
recapitalization may request one registration at our expense under the
Securities Act of 1933 of all or any portion of their Pac-West common stock on
Form S-1 or other similar long-form registration and an unlimited number of Form
S-2 or S-3 or other similar short-form registrations, provided that the
aggregate offering value of the registrable securities requested to be
registered in any long-form registration must equal at least $5 million in all
long-form registrations and at least $1 million in all short-form registrations.
In the event that any one of the four equity investors in the recapitalization
makes such a demand registration request, all other parties to the registration
agreement will be entitled to participate in such registration. The registration
agreement will also grant to the parties thereto piggyback registration rights
with respect to all other registrations of our common stock and we, subject to
limited exceptions, will pay all expenses related to the piggyback
registrations.
Non-Competition; Non-Solicitation; Confidentiality Agreements
In connection with the recapitalization and in accordance with the terms of
the merger agreement, Mr. La Rue and Bay Alarm Company each have entered into a
covenant not to compete with Pac-West, not to engage, and not to permit any
affiliate to engage, for a noncompete period of two years after the closing date
of the recapitalization in any business which:
(1) provides telecommunication services of the type provided as of the
closing date by Pac-West; or
(2) provides services of the type which we have taken significant actions
as of the closing date to begin providing or of the type we have
indicated that we plan to begin providing in any business plan or
similar document delivered to PWT Acquisition Corp. or our
shareholders prior to the closing date, in each case within Arizona,
California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah
and Washington, the province of British Columbia, Canada and the
territories and jurisdictions of Mexico.
The noncompete restrictions do not prohibit any party from being a passive
owner of not more than 5% of the outstanding stock of any class of a corporation
which is publicly traded; and provided further that the noncompete restrictions
do not restrict the activities of any party to the extent such party has
received the consent of our board of directors to such activities.
In accordance with their respective employment agreements, Messrs. La Rue,
Griffin, Bryson and Mills have agreed to forfeit any severance obligations owing
to such executives in the event of their breach of similar noncompetition
provisions. For purposes of Mr. Mills' agreement, the restricted territories
include Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas,
Utah and Washington, the province of British Columbia, Canada and the
territories and jurisdictions of Mexico. For purposes of Mr. Griffin's and Mr.
Bryson's respective agreements, the restricted territories include the United
States of America, Canada and the territories and jurisdictions of Mexico.
Messrs. La Rue, Griffin, Bryson, Mills and Bay Alarm have also agreed to
maintain the confidentiality of our information and not to solicit our employees
and customers as provided in the merger agreement or their respective employment
agreements, as the case may be.
Other Transactions with Significant Stockholders
Mr. Bruce A. Westphal, who served as our chairman of the board until the
recapitalization and as a director of the Company until March 16, 2000, is the
chairman of the board of both Bay Alarm Company and InReach Internet. As of
March 1, 2000, an affiliate of Bay Alarm Company held approximately 13.7% of our
outstanding common stock. Sales to Bay Alarm accounted for approximately
$987,000, $1,211,000 and $912,000, or 3.3%, 2.9% and
39
<PAGE>
1.0%, of our revenues for the years ended December 31, 1997, 1998 and 1999,
respectively. In addition, Bay Alarm Company provides us with security
monitoring services at its normal commercial rates. Bay Alarm Company purchased
the real property at which our Oakland switch facility is located. In connection
with that purchase, we negotiated a lease with Bay Alarm Company for our
continued use of that commercial space. The monthly lease payments under the
lease are approximately $13,000 effective December 1998. Sales to InReach
Internet LLC accounted for approximately $1,122,000, $1,469,000 and $1,755,000,
or 3.8%, 3.5% and 1.8%, of our revenue for the years ended December 31, 1997,
1998 and 1999, respectively.
40
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The financial statements of Pac-West Telecomm, Inc. for the year
ended December 31, 1999, together with the Report of Independent
Public Accountants, are set forth on Pages F-1 through F-19 of
this Form 10-K. The supplemental financial information listed and
appearing hereafter should be read in conjunction with the
financial statements included in the Form 10-K.
(2) Financial Statement Schedules
The following are included in Part IV of this Form 10-K for each
of the years ended December 31, 1997, 1998 and 1999 as applicable:
Report of Independent Public Accountants on Supplemental
Schedule F-21
Schedule II -Valuation and Qualifying Accounts F-22
Financial statement schedules not included in this Form 10-K have
been omitted either because they are not applicable or because the
required information is shown in the financial statements or notes
thereto, included in this Form 10-K.
(3) Exhibits
The exhibits are filed herewith pursuant to Item 601 of Regulation
S-K.
Exhibit
Number Description
- ------ -----------
2.1 Agreement of Merger, dated September 16, 1998, between PWT Acquisition
Corp. and Pac-West Telecomm, Inc., as amended (Incorporated by
reference to Exhibit 2.1 to the Registrant's Registration Statement
(No. 333-76779)).
2.2 Agreement and Plan of Merger, dated June 30, 1998, between PWT
Acquisition Corp., Pac-West Telecomm, Inc., Bay Alarm Company and John
K. La Rue, as amended (Incorporated by reference to Exhibit 2.2 to the
Registrant's Registration Statement (No. 333-76779))
3.1(a) Amended and Restated Articles of Incorporation of Pac-West Telecomm,
Inc. (Incorporated by reference to Exhibit 3.1(a) to the Registrant's
Registration Statement (No. 333-86607)).
3.1(b) Certificate of Amendment of Articles of Incorporation (Incorporated by
reference to Exhibit 3.1(b) to the Registrant's Registration Statement
(No. 333-86607)).
3.2 Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-86607)).
4.1 Form of certificate representing common stock of Pac-West Telecomm,
Inc. (Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement (No. 333-86607)).
10.1 Shareholders Agreement, dated September 16, 1998, between Pac-West,
John K. La Rue, Bay Alarm Company, certain named investors and certain
named executives (Incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement (No. 333-76779)).
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<PAGE>
10.2 Registration Rights Agreement, dated September 16, 1998, between Pac-
West, John K. LaRue, Bay Alarm Company, certain investors and certain
executives (Incorporated by reference to Exhibit 10.2 to the
Registrant's Registration Statement (No. 333-86607)).
10.3 Stock Purchase Agreement, dated September 16, 1998, between PWT
Acquisition Corp. and certain named investors (Incorporated by
reference to Exhibit 10.3 to the Registrant's Registration Statement
(No. 333-76779)).
10.4 Stock Purchase Agreement, dated September 16, 1998, between Pac-West
and certain named investors (Incorporated by reference to Exhibit 10.4
to the Registrant's Registration Statement (No. 333-76779)).
10.5 Pledge and Security Agreement, dated January 29, 1999, between Pac-
West and Norwest Bank Minnesota, N.A. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Registration Statement (No. 333-
76779)).
**10.6(a) Pac-West Telecomm, Inc. 1999 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.6(a) to the Registrant's Registration
Statement (No. 333-76779)).
**10.6(b) Pac-West Telecomm, Inc. 1999 Stock Incentive Plan form of notice of
Stock Option Award and Stock Option Award Agreement between Pac-West
and its grantees as designated (Incorporated by reference to Exhibit
10.6(b) to the Registrant's Registration Statement (No. 333-76779)).
**10.7 Employment Agreement, dated June 30, 1998, between Pac-West and John
K. La Rue (Incorporated by reference to Exhibit 10.7 to the
Registrant's Registration Statement (No. 333-76779)).
**10.8 Executive Agreement, dated September 16, 1998, between Pac-West and
Wallace W. Griffin (Incorporated by reference to Exhibit 10.8 to the
Registrant's Registration Statement (No. 333-76779)).
**10.9 Executive Agreement, dated October 30, 1998, between Pac-West and
Richard E. Bryson (Incorporated by reference to Exhibit 10.9 to the
Registrant's Registration Statement (No. 333-76779)).
**10.10 Employment Agreement, dated October 21, 1998, between Pac-West and
Dennis V. Meyer (Incorporated by reference to Exhibit 10.10 to the
Registrant's Registration Statement (No. 333-76779)).
**10.11 Employment Agreement, dated September 14, 1998, between Pac-West and
Jason R. Mills (Incorporated by reference to Exhibit 10.11 to the
Registrant's Registration Statement (No. 333-76779)).
**10.12 Confidentiality Agreement, dated September 16, 1998, between Pac-West
and John K. La Rue (Incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement (No. 333-76779)).
**10.13 Confidentiality Agreement, dated September 16, 1998, between Pac-West
and Wallace W. Griffin (Incorporated by reference to Exhibit 10.13 to
the Registrant's Registration Statement (No. 333-76779)).
**10.14 Confidentiality Agreement, dated September 16, 1998, between Pac-West
and Richard E. Bryson (Incorporated by reference to Exhibit 10.14 to
the Registrant's Registration Statement (No. 333-76779)).
**10.15 Confidentiality Agreement, dated October 22, 1998, between Pac-West
and Dennis V. Meyer (Incorporated by reference to Exhibit 10.15 to the
Registrant's Registration Statement (No. 333-76779)).
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<PAGE>
**10.16 Confidentiality Agreement, dated September 16, 1998, between Pac-West
and Jason R. Mills (Incorporated by reference to Exhibit 10.16 to the
Registrant's Registration Statement (No. 333-76779)).
10.17 Lease Agreement, dated as of June 23, 1995, as amended, by and between
Geremia Brothers and Pac-West for 4202 and 4210 Coronado Avenue,
Stockton, California (Incorporated by reference to Exhibit 10.17 to
the Registrant's Registration Statement (No. 333-76779)).
10.18 Lease Agreement, dated as of July 3, 1996, as amended, by and between
One Wilshire Arcade Imperial, Ltd., Paramount Group, Inc. and Pac-West
for 624 South Grand Avenue, Los Angeles, California (Incorporated by
reference to Exhibit 10.18 to the Registrant's Registration Statement
(No. 333-76779)).
10.19 Balco Properties Office Lease, dated as of November 10, 1998, by and
between BalcoProperties and Pac-West for Franklin Building, 1624
Franklin Street, Suites 40, 100, Mezzanine, 201, 203, 210, 214 and
222, Oakland, California (Incorporated by reference to Exhibit 10.19
to the Registrant's Registration Statement (No. 333-76779)).
10.20 Lease Agreement, dated as of December 17, 1998, by and between Wing
Fong & Associates LLC and Pac-West for 302 and 304 East Carson Street,
Las Vegas, Nevada (Incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement (No. 333-76779)).
**10.21 Promissory Note, dated September 16, 1998, between Pac-West and
Wallace W, Griffin, and related Executive Stock Pledge Agreement
between same parties of even date (Incorporated by reference to
Exhibit 10.21 to the Registrant's Registration Statement (No. 333-
75779)).
**10.22 Promissory Note, dated October 30, 1998, between Pac-West and Richard
Bryson, and related Executive Stock Pledge Agreement between same
parties of even date (Incorporated by reference to Exhibit 10.22 to
the Registrant's Registration Statement (No. 333-76779)).
10.23(a) Loan and Security Agreement dated June 15, 1999, between Pac-West,
Union Bank of California and other lenders as designated (Incorporated
by reference to Exhibit 10.23(a) to the Registrant's Registration
Statement (No. 333-86607)).
10.23(b) Form of Addition of Lender and Consent and Amendment to Loan and
Security Agreement (Incorporated by reference to Exhibit 10.23(b) to
the Registrant's Registration Statement (No. 333-86607)).
10.24 Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, dated June 29, 1999, between Pac-West
and Pacific Bell, and related Errata to Approved Interconnection
Agreement dated June 30, 1999 (Incorporated by reference to Exhibit
10.24 to the Registrant's Registration Statement (No. 333-76779)).
10.25 Telecommunication Facility Interconnection Agreement, dated June 21,
1996, between Pac-West and GTE California Inc. (Incorporated by
reference to Exhibit 10.25 to the Registrant's Registration Statement
(No. 333-76779)).
10.26 Master Interconnection and Resale Agreement for the State of Nevada,
dated January 15,1999, between Pac-West and The Nevada Division of
Central Telephone Company d/b/a Sprint of Nevada (Incorporated by
reference to Exhibit 10.26 to the Registrant's Registration Statement
(No. 333-76779)).
10.27 Indenture, dated January 29, 1999 between Pac-West Telecomm, Inc. and
Norwest Bank Minnesota, N.A., pursuant to which the Series B 131/2%
Notes due 2009 will be issued (Incorporated by reference to Exhibit
10.27 to the Registrant's Registration Statement (No. 333-76779)).
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<PAGE>
10.28 Registration Rights Agreement, dated January 29, 1999 between Pac-West
Telecomm, Inc. and Nations Banc Montgomery Securities LLC, CIBC
Oppenheimer Corp. and First Union Capital Markets, as initial
purchasers of notes (Incorporated by reference to Exhibit 10.28 to the
Registrant's Registration Statement (No. 333-76779)).
**10.29 Employment Agreement, dated September 11, 1998, between Pac-West and
Gregory Joksch (Incorporated by reference to Exhibit 10.29 to the
Registrant's Registration Statement (No. 333-86607)).
**10.30 Confidentiality Agreement, dated September 11, 1998 between Pac-West
and Gregory Joksch (Incorporated by reference to Exhibit 10.30 to the
Registrant's Registration Statement (No. 333-86607)).
*10.31 Agreement for Local Wireline Network Interconnection and Service
Resale between Pac-West Telecomm, Inc. and U.S. West Communiations,
Inc. for the State of Washington executed September 2, 1999.
*10.32 Agreement for Local Wireline Network Interconnection Between Citizens
Telecommunication Company of California, Inc. and Pac-West Telecomm,
Inc. dated November 1, 1999.
*10.33 Agreement for Local Wireline Network Interconnection and Service
Resale Between Pac-West Telecomm, Inc. and US West Communications,
Inc. for the State of Arizona dated September 2, 1999.
*10.34 Lease Agreement, dated as of September 10, 1999, by and between David
A. and Sandra L. Sabey and Pac-West Telecomm, Inc. for 12201 Tukwila
International Blvd., Building B, Second Floor, Tukwila, Washington.
*23.1 Consent of Arthur Andersen LLP
*27.1 Financial Data Schedule
* Newly Filed
** Management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
None
44
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned thereunto duly authorized on March 24, 2000.
PAC-WEST TELECOMM, INC.
Registrant
By: /s/ WALLACE W. GRIFFIN
-----------------------
Wallace W. Griffin
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K has been signed by the following persons on behalf of the Registrant
in the capacities indicated.
/s/ Wallace W. Griffin President, Chief Executive Officer and Director
- ---------------------------
Wallace W. Griffin (Principal Executive Officer)
/s/ Richard E. Bryson Chief Financial Officer
- ---------------------------
Richard E. Bryson (Principal Financial Officer)
/s/ Dennis V. Meyer Vice President--Finance and Treasurer
- ---------------------------
Dennis V. Meyer (Principal Accounting Officer)
/s/ Jerry L. Johnson Chairman of the Board of Directors
- ---------------------------
Jerry L. Johnson
/s/ John K. La Rue Director and Executive Vice President--
- ---------------------------
John K. La Rue Technology and Network Operations
/s/ David G. Chandler Director
- ---------------------------
David G. Chandler
/s/ Mark S. Fowler Director
- ---------------------------
Mark S. Fowler
/s/ Samuel A. Plum Director
- ---------------------------
Samuel A. Plum
/s/ Dr. Jagdish N. Sheth Director
- ---------------------------
Dr. Jagdish N. Sheth
45
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Arthur Andersen LLP, Independent Public Accountants.............. F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-5
Statements of Changes in Stockholders' Equity (Deficit).................... F-6
Statements of Cash Flows................................................... F-7
Notes to Financial Statements.............................................. F-8
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Pac-West Telecomm, Inc.:
We have audited the accompanying balance sheets of Pac-West Telecomm, Inc. (a
California corporation) as of December 31, 1998 and 1999, and the related
statements of operations, changes in stockholders' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pac-West Telecomm, Inc. as of
December 31, 1998 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.
San Francisco, California,
February 10, 2000
F-2
<PAGE>
PAC-WEST TELECOMM, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND 1999
ASSETS
<TABLE>
<CAPTION>
1998 1999
-----------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 15,236,000 $ 82,688,000
Restricted cash -- 10,087,000
Short-term investments -- 70,138,000
Trade accounts receivable, net of allowances of $400,000 and $675,000 in
1998 and 1999, respectively 4,623,000 8,339,000
Accounts receivable from related parties 64,000 63,000
Income tax receivable 1,971,000 195,000
Inventories 447,000 952,000
Prepaid expenses and other current assets 861,000 2,786,000
Deferred financing costs, net 457,000 864,000
Deferred tax assets 151,000 580,000
-----------------------------------
Total current assets 23,810,000 176,692,000
-----------------------------------
EQUIPMENT, VEHICLES AND LEASEHOLD IMPROVEMENTS:
Network and other communication equipment 29,817,000 71,142,000
Office furniture and equipment 1,965,000 3,640,000
Vehicles 717,000 1,199,000
Leasehold improvements 5,581,000 11,661,000
Projects in progress (Note 2) 25,597,000 32,405,000
-----------------------------------
63,677,000 120,047,000
Less: Accumulated depreciation and amortization (6,383,000) (14,858,000)
-----------------------------------
Equipment, vehicles and leasehold improvements, net 57,294,000 105,189,000
-----------------------------------
OTHER ASSETS, net 1,389,000 8,219,000
-----------------------------------
Total assets $ 82,493,000 $ 290,100,000
===================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
PAC-WEST TELECOMM, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND 1999
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
1998 1999
---------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of notes payable $ 132,000 $ 99,000
Accounts payable 5,147,000 13,158,000
Accrued payroll and related expenses 846,000 1,719,000
Accrued interest on Senior Notes -- 8,435,000
Other accrued liabilities 2,153,000 1,269,000
Income taxes payable -- 520,000
---------------------------------
Total current liabilities 8,278,000 25,200,000
---------------------------------
SENIOR NOTES -- 150,000,000
SENIOR SECURED BORROWINGS AND OTHER LONG-TERM 100,000,000 --
OBLIGATIONS (Note 3)
NOTES PAYABLE, less current portion 116,000 17,000
---------------------------------
Total long-term debt 100,116,000 150,017,000
---------------------------------
DEFERRED INCOME TAXES 1,888,000 8,633,000
---------------------------------
Total liabilities 110,282,000 183,850,000
---------------------------------
COMMITMENTS AND CONTINGENCIES (Note 5)
CONVERTIBLE REDEEMABLE PREFERRED STOCK, $0.001 par value;
1,750,000 shares authorized; 1,750,000 and 0 issued and outstanding at
December 31, 1998 and 1999 (preference in liquidation of $45,000,000,
plus accrued cumulative dividends of $1,324,000 at December 31, 1998) 46,324,000 --
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value:
Authorized shares--50,000,000
Issued and outstanding shares--17,587,458 and 35,393,326 at
December 31, 1998 and 1999, respectively 18,000 35,000
Additional paid-in capital 8,905,000 173,345,000
Notes receivable from stockholders (233,000) (233,000)
Retained earnings (deficit) (82,803,000) (66,897,000)
---------------------------------
Total stockholders' equity (deficit) (74,113,000) 106,250,000
---------------------------------
Total liabilities and stockholders' equity (deficit) $ 82,493,000 $ 290,100,000
=================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
PAC-WEST TELECOMM, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
<TABLE>
<CAPTION>
1997 1998 1999
-----------------------------------------------
<S> <C> <C> <C>
REVENUES (Note 5) $ 29,551,000 $ 42,211,000 $ 95,505,000
------------------------------------------------
COSTS AND EXPENSES:
Operating 12,060,000 15,344,000 20,510,000
Selling, general and administrative:
Selling, general and administrative 7,367,000 10,779,000 22,855,000
Transaction bonuses and consultant's costs (Note 1) -- 3,798,000 --
Depreciation and amortization 2,204,000 4,106,000 8,689,000
------------------------------------------------
Total costs and expenses 21,631,000 34,027,000 52,054,000
------------------------------------------------
Income from operations 7,920,000 8,184,000 43,451,000
------------------------------------------------
OTHER EXPENSE (INCOME):
Interest expense 932,000 4,199,000 18,124,000
Gain on disposal of answering service division (385,000) -- --
Costs of merger with PWT Acquisition Corp. and recapitalization -- 3,004,000 --
Other income, net (119,000) (330,000) (3,690,000)
------------------------------------------------
Total other expense, net 428,000 6,873,000 14,434,000
------------------------------------------------
Income before provision for income taxes and extraordinary item 7,492,000 1,311,000 29,017,000
PROVISION FOR INCOME TAXES 2,997,000 1,561,000 13,111,000
------------------------------------------------
Income (loss) before extraordinary item 4,495,000 (250,000) 15,906,000
EXTRAORDINARY ITEM: Loss on early extinguishment of debt, net of income
tax benefit of $278,000 -- (417,000) --
------------------------------------------------
Net income (loss) 4,495,000 (667,000) 15,906,000
ACCRUED PREFERRED STOCK DIVIDENDS -- (1,324,000) (4,085,000)
------------------------------------------------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS $ 4,495,000 $ (1,991,000) $ 11,821,000
================================================
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM PER SHARE:
Basic $ 32.11 $ (0.30) $ 0.59
Diluted $ 32.11 $ (0.30) $ 0.56
NET INCOME (LOSS) PER SHARE:
Basic $ 32.11 $ (0.38) $ 0.59
Diluted $ 32.11 $ (0.38) $ 0.56
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 140,000 5,244,191 20,172,968
Diluted 140,000 5,244,191 21,293,828
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
PAC-WEST TELECOMM, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
<TABLE>
<CAPTION>
Notes Total
Additional Receivable Retained Stockholders'
Common Stock Paid-in from Earnings Equity
---------------------------
Shares Amount Capital Stockholders (Deficit) (Deficit)
------------ ----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 140,000 $ 4,037,000 $ -- $ -- $ 140,000 $ 4,177,000
Net income -- -- -- -- 4,495,000 4,495,000
--------------------------------------------------------------------------------------------------
BALANCE, December 31, 1997 140,000 4,037,000 -- -- 4,635,000 8,672,000
Conversion to $0.001 par value
stock -- (4,037,000) 4,037,000 -- -- --
Effect of merger with PWT
Acquisition Corp. and
recapitalization (Note 1) 7,176,988 7,000 1,193,000 -- (86,771,000) (85,571,000)
Issuance of common stock 9,658,012 10,000 4,708,000 -- -- 4,718,000
Accrued cumulative
dividends - preferred
stock -- -- (1,324,000) -- -- (1,324,000)
Issuances of common stock
for cash and notes
receivable 612,458 1,000 291,000 (233,000) -- 59,000
Net loss -- -- -- -- (667,000) (667,000)
---------------------------------------------------------------------------------------------------
BALANCE, December 31, 1998 17,587,458 18,000 8,905,000 (233,000) (82,803,000) (74,113,000)
Net proceeds from
initial public offering
of common stock 12,765,000 12,000 118,121,000 -- -- 118,133,000
Conversion of preferred stock 5,040,868 5,000 50,404,000 -- -- 50,409,000
Accrued cumulative dividends -
preferred stock -- -- (4,085,000) -- -- (4,085,000)
Net income -- -- -- -- 15,906,000 15,906,000
--------------------------------------------------------------------------------------------------
BALANCE, December 31, 1999 35,393,326 $ 35,000 $173,345,000 $(233,000) $(66,897,000) $106,250,000
==================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
PAC-WEST TELECOMM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
<TABLE>
<CAPTION>
1997 1998 1999
--------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 4,495,000 $ (667,000) $ 15,906,000
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Extraordinary item--loss on early extinguishment of debt, net of income tax
benefit -- 417,000 --
Costs of merger with PWT Acquisition Corp. and recapitalization -- 3,004,000 --
Depreciation and amortization 2,204,000 4,106,000 8,689,000
Amortization of deferred financing costs -- 1,438,000 1,162,000
Gain on disposal of answering service division (385,000) -- --
Gain on disposal of equipment (15,000) -- --
Interest earned on restricted cash -- -- (629,000)
Provision for doubtful accounts 216,000 100,000 275,000
Deferred income tax provision 711,000 963,000 6,316,000
Changes in operating assets and liabilities:
Increase in trade accounts receivable (2,034,000) (1,061,000) (3,991,000)
Decrease (increase) in accounts receivable from related parties (67,000) 97,000 1,000
Decrease (increase) in income tax receivable 0 (1,971,000) 1,776,000
(Increase) decrease in inventories 195,000 (117,000) (505,000)
Increase in prepaid expenses and other current assets (175,000) (263,000) (1,975,000)
Decrease (increase) in other assets (56,000) 91,000 (2,541,000)
Increase in accounts payable 654,000 3,988,000 8,011,000
Increase in accrued interest on Senior Notes -- -- 8,435,000
Increase in income taxes payable -- -- 520,000
Increase (decrease) in accrued payroll and related expenses and other
liabilities 133,000 1,908,000 (11,000)
--------------------------------------------------
Net cash provided by operating activities 5,876,000 12,033,000 41,439,000
--------------------------------------------------
INVESTING ACTIVITIES:
Purchases of equipment, vehicles and leasehold improvements (7,103,000) (42,176,000) (56,370,000)
Purchases of short-term investments -- -- (70,138,000)
Purchase of restricted cash investments, net of redemptions of $10,238,000 -- -- (9,458,000)
Proceeds from disposal of answering service division 402,000 -- --
Proceeds from disposal of equipment 82,000 145,000 --
--------------------------------------------------
Net cash used in investing activities (6,619,000) (42,031,000) (135,966,000)
--------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of Senior Notes -- -- 150,000,000
Net proceeds from initial public offering of common stock -- -- 118,133,000
Repayment of senior secured borrowings -- -- (100,000,000)
Proceeds from notes payable 5,931,000 10,514,000 --
Repayments on notes payable (1,332,000) (2,658,000) (132,000)
Principal payments on capital leases (730,000) (828,000) --
Payment for deferred financing costs -- (1,195,000) (6,022,000)
Proceeds from senior secured borrowings -- 15,587,000 --
Increase in other long-term obligations -- 9,000,000 --
Proceeds from the issuance of common stock -- 9,000 --
Merger with PWT Acquisition Corp. and recapitalization:
Proceeds from the issuance of preferred stock -- 31,844,000 --
Proceeds from the issuances of common stock -- 5,968,000 --
Proceeds from senior secured borrowings -- 75,413,000 --
Payments to existing stockholders -- (74,015,000) --
Extinguishments of notes payable and capital leases -- (23,159,000) --
Payment for deferred financing costs -- (1,895,000) --
Costs of merger with PWT Acquisition Corp. and recapitalization -- (2,954,000) --
Repayment of loans payable to officers and stockholder (211,000) -- --
--------------------------------------------------
Net cash provided by financing activities 3,658,000 41,631,000 161,979,000
--------------------------------------------------
Net increase in cash and cash equivalents 2,915,000 11,633,000 67,452,000
CASH AND CASH EQUIVALENTS:
Beginning of year 688,000 3,603,000 15,236,000
--------------------------------------------------
End of year $ 3,603,000 $ 15,236,000 $ 82,688,000
==================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
PAC-WEST TELECOMM, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. ORGANIZATION:
Pac-West Telecomm, Inc. (the Company) is a rapidly-growing provider of
integrated communications services in the western United States. The Company's
customers include Internet Service Providers (ISPs), small and medium businesses
and enhanced communications service providers, many of which are communications
intensive users.
The Company was incorporated in May 1996 in the state of California as a wholly
owned subsidiary of CalPage (a telephone, answering and paging services
company), also formerly named Pac-West Telecomm, Inc. CalPage transferred its
telephone and answering service divisions to the Company effective September 30,
1996 (the Initial Transfer).
During 1997, the Company sold the customer base and other assets of its
answering service division (see Note 10).
The success of the Company is dependent upon several factors. These factors
include the Company's ability to penetrate additional markets and to manage
network growth and technological change within the telecommunications industry,
the successful implementation of local and enhanced services to its customers
and ISPs, and competition from preexisting and new providers of local and long-
distance services, as well as positive and timely responses regarding
governmental regulations.
On September 16, 1998, the Company completed a merger with PWT Acquisition Corp.
(PWT) and a recapitalization of the Company (the Transaction). PWT was formed
by a group of investors (the New Stockholders) for the purpose of injecting
additional equity into the Company and effecting the recapitalization. In
connection with the Transaction, PWT was merged into the Company, with the
Company being the surviving corporation. In connection with the Transaction,
the existing stockholders of the Company, received cash payments of
approximately $74 million, as well as shares of newly issued preferred and
common stock of the Company in exchange for a substantial portion of their
ownership interests. Additionally, at the consummation of the Transaction, the
Company paid transaction bonuses and consultant's costs totaling approximately
$3.8 million, which are included in the accompanying statements of operations.
Under the terms of the Transaction, the existing stockholders of the Company
were entitled to receive additional consideration up to $20 million in the event
that certain billings under dispute were received subsequent to the
recapitalization (see Note 5). After consummation of the Transaction, the
existing stockholders continue to hold approximately 28 percent of the issued
and outstanding common stock of the Company. As a result of the continued
significant ownership interests of the existing stockholders, no adjustments
have been made to the historical carrying amounts of the Company's assets and
liabilities as a result of the Transaction.
On November 9, 1999, the Company consummated an initial public offering of its
common stock. A total of 12,765,000 shares were issued in connection with the
offering resulting in net proceeds after underwriters' discount and expenses of
approximately $118.1 million. In addition, concurrent with the offering, all
outstanding preferred stock and related accrued cumulative dividends were
converted into 5,040,868 shares of the Company's common stock.
F-8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Concentration of Customers and Suppliers
The relative concentrations of customers and suppliers of the Company are:
<TABLE>
<CAPTION>
1997 1998 1999
---------------------------
<S> <C> <C> <C>
Revenues (percent of revenues): Incumbent Local Exchange
Carriers (ILECs, see Note 5) 37% 37% 58%
Suppliers (percent of operating costs): largest supplier 44% 50% 49%
</TABLE>
In 1997, 1998 and 1999, the Company's largest supplier was also the largest
ILEC.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from those estimates.
Regulation and Competition
Rates charged by the Company for certain telephone services are subject to the
approval of various regulatory authorities. Trends in the telecommunications
industry point toward increased competition in virtually all markets and the
continued deregulation or alternative regulation of telecommunications services
in many jurisdictions.
Revenue Recognition
Revenues from the sale of telecommunications products are recognized in the
month in which the service is provided, except for reciprocal compensation
generated by calls placed to ISPs connected through the Company's network. The
rights of competitive local exchange carriers, such as the Company, to receive
this type of compensation is the subject of numerous regulatory and legal
challenges (see Note 5). Until this issue is ultimately resolved, the Company
will continue to recognize this revenue on a cash-received basis.
Revenues from the sale of telecommunications products are recognized upon
installation, or if no installation is required, upon shipment. Initial
non-recurring revenues from the installation of telecommunication products are
recognized upon completion of installation to the extent of direct costs
incurred. Any initial non-recurring installation revenue in excess of direct
costs is deferred and amortized over the expected service contract period,
generally two years or less.
Cash Equivalents
For purposes of reporting cash flows, the Company considers all highly liquid
investments with an original maturity of three months or less from the date of
acquisition to be cash equivalents.
Restricted Cash
Restricted cash represents short-term investments deposited in an interest
reserve trust account to fund the initial interest payments through February 1,
2000 under the $150,000,000 Senior Notes. All such interest payments have been
made.
Short-Term Investments
All investments with an original maturity of greater than three months from the
date of acquisition are accounted for under Financial Accounting Standards Board
(FASB) Statement No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The Company determines the appropriate classification at the time
of purchase. All investments as of December 31, 1999 were classified as
available-for-sale and appropriately carried at fair value. Realized gains and
losses are included in other income, net in the accompanying statements of
operations. Differences between cost and fair value are recorded as unrealized
gains and losses in a separate component of stockholders' equity. As of
December 31, 1999, the cost of these investments approximated market.
Inventories
Inventories consist of telephone equipment, parts and installation materials,
which are valued at the lower of cost or market. Cost is determined by the
average-cost method. Provision is made to reduce slow moving inventory to
reflect its estimated net realizable value.
F-9
<PAGE>
Equipment, Vehicles and Leasehold Improvements
Equipment, vehicles and leasehold improvements are stated at cost and include
network and other communication equipment, office furniture and equipment,
vehicles, leasehold improvements, projects -in progress and equipment deposits.
Equipment includes assets acquired under capital leases. Expenditures for
maintenance are charged to expense as incurred. Upon retirement, the asset cost
and related accumulated depreciation are relieved from the financial statements.
Gains and losses associated with dispositions of equipment, vehicles and
leasehold improvements are reflected as a component of other income, net in the
accompanying statements of operations. Depreciation and amortization is
computed using the straight-line method based on the following estimated useful
lives:
Equipment 3 to 7 years
Vehicles 5 years
Leasehold improvements 10 years or life of lease,
whichever is shorter
The Company capitalizes interest on capital projects when the project involves
considerable time and major expenditures. Such interest is capitalized as part
of the cost of the equipment and leasehold improvement and is amortized over the
remaining life of the assets. Interest is capitalized based on rates for
borrowings that are outstanding over the period required to complete the asset.
In 1998 and 1999, the Company capitalized $303,000 and $2,346,000, respectively,
of interest related to capital projects. Capitalizable interest in 1997 was
insignificant.
Depreciation and amortization of equipment, vehicles and leasehold improvements
was $2,204,000, $4,106,000 and $8,475,000 for the years ended December 31, 1997,
1998 and 1999, respectively.
Included in projects -in progress at December 31, 1998 is $20,828,000 for
deposits paid or payable on equipment not in service at year-end.
Deferred Financing Costs, Net
Deferred financing costs, net consist primarily of capitalized amounts for
underwriter fees, professional fees and other expenses related to the issuance
and subsequent registration of the $150,000,000 Senior Notes. These deferred
financing costs are being amortized on a straight-line basis (which approximates
the effective interest method) over the estimated 10-year term of the notes
beginning January 29, 1999. Other deferred financing costs are for the senior
notes exchange offering and costs relating to the senior credit facility.
Amortization expense for the years ended December 31, 1998 and 1999, was
$1,438,000 and $1,162,000, respectively, and is included within interest expense
in the accompanying statements of operations.
Other Assets
At December 31, other assets consist of the following:
<TABLE>
<CAPTION>
1998 1999
------------------------------
<S> <C> <C>
Deferred financing costs $1,195,000 $5,648,000
Acquisition of lease rights -- 1,513,000
Long-term portion of prepaid expenses and deposits -- 849,000
Long-term portion of covenant not to compete 150,000 --
Other 44,000 209,000
------------------------------
$1,389,000 $8,219,000
==============================
</TABLE>
During 1999, the Company purchased lease rights of additional space in its Los
Angeles facility. This amount is included in other assets as listed above and
is being amortized over the life of the lease.
Other Accrued Liabilities
Other accrued liabilities include approximately $1,018,000 and $397,000 as of
December 31, 1998 and 1999, respectively, of amounts collected from customers
for taxes due to various governmental and regulatory authorities.
F-10
<PAGE>
Supplemental Statements of Cash Flow Information
<TABLE>
<CAPTION>
1997 1998 1999
--------------------------------------
<S> <S> <C> <C>
Cash paid during the period for:
Interest (net of amount capitalized) $ 924,000 $ 2,565,000 $8,723,000
Income taxes (net of refunds) 2,351,000 2,195,000 4,499,000
Supplemental disclosure of noncash transactions:
Acquisition of fixed assets using capital lease obligations 4,781,000 290,000 --
Issuance of the Preferred Stock in conjunction with the Transaction -- 13,156,000 --
Refinancing of capital lease obligation with note payable -- 1,599,000 --
</TABLE>
Income Taxes
The Company provides for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS No.
109 requires the asset and liability method of accounting for income taxes.
Under this method, deferred income taxes are recognized for the tax consequences
of "temporary differences" by applying the applicable statutory tax rate to the
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities. Under SFAS No. 109, the effect on deferred
taxes of a change in tax rates is recognized in income in the period that
includes the enactment date based on the applicable tax rate.
Other Comprehensive Income
In September 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income". SFAS No. 130 establishes the disclosure requirements for comprehensive
income and its components within the financial statements. There were no items
of other comprehensive income for the years ended December 31, 1997, 1998 and
1999; therefore, comprehensive income is the same as net income (loss) for each
of these years.
Segment Reporting
The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
131, "Disclosures about Segments of an Enterprise and Related Information." As
an integrated telecommunications provider, the Company has one reportable
operating segment. While the Company's chief decision-maker monitors the
revenue streams of various services, operations are managed and financial
performance is evaluated based upon the delivery of multiple services over
common networks and facilities. This allows the Company to leverage its costs
in an effort to maximize return. As a result, there are many shared expenses
generated by the various revenue streams; because management believes that any
allocation of the expenses to multiple revenue streams would be impractical and
arbitrary, management does not currently make such allocations internally. The
chief decision-maker does, however, monitor revenue streams at a more detailed
level than those depicted in the Company's historical general purpose financial
statements.
Specifically, the following table presents revenues by service type:
<TABLE>
<CAPTION>
1997 1998 1999
-----------------------------------------------------
<S> <S> <C> <C>
Local services $17,810,000 $28,147,000 $79,071,000
Long-distance services 5,133,000 6,328,000 7,974,000
Dedicated transport services 3,312,000 4,155,000 5,162,000
Products and services 2,073,000 2,104,000 1,485,000
Other 1,223,000 1,477,000 1,813,000
-----------------------------------------------------
$29,551,000 $42,211,000 $95,505,000
=====================================================
</TABLE>
Local services revenues for the year ended December 31, 1999 include $26,308,000
of reciprocal compensation settlement payments (Note 5).
F-11
<PAGE>
Other Recent Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," effective for fiscal years beginning
after June 15, 1999. Management does not expect adoption of SFAS No. 133 in
future periods to have a significant impact on the Company's financial
statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial Statements. SAB
101 provides guidance on applying generally accepted accounting principles to
revenue recognition in financial statements, and is effective for us in the
second quarter of 2000. While we believe that SAB 101 will have no material
effect on our current accounting policies, we will evaluate our current policies
to insure that they are in accordance with SAB 101.
Income (Loss) Per Share
Income (loss) per share has been calculated under SFAS No. 128, "Earnings per
Share." SFAS No. 128 requires companies to compute income (loss) per share
under two methods (basic and diluted). Basic net income (loss) per share is
calculated by dividing net income (loss) by the weighted average shares of
common stock outstanding during the period. Diluted net income (loss) per share
information considers the effect of dilutive securities (stock options and
convertible preferred stock) as follows:
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1999
--------------------------------------------------------
Income Shares Per Share
<S> <S> <C> <C>
Basic net income per share:
Net income applicable to common stockholders $11,821,000 20,172,968 $0.59
Effect of dilutive securities:
Convertible redeemable preferred stock -- --
Stock options -- 1,120,860
--------------------------------------
Diluted net income per share:
Income available to common stockholders and
assumed conversions $11,821,000 21,293,828 $0.56
======================================
</TABLE>
Conversion of the convertible redeemable preferred stock for the years ended
December 31, 1998 and 1999 and the effect of the exercise of stock options for
year ended December 31, 1998 are antidilutive and have been excluded from the
calculation of diluted income (loss) per share. The Company consummated an
initial public offering of its common stock a and conversion of all outstanding
convertible redeemable preferred stock on November 9, 1999 (see Note 1).
Basic and diluted income per share was the same for the year ended December 31,
1997 as there were no convertible preferred stock or stock options outstanding
during 1997.
The Company evaluated the requirements of the Securities and Exchange Commission
Staff Accounting Bulletin (SAB) No. 98 and concluded that there are no nominal
issuances of common stock or potential common stock that would be required to be
shown as outstanding for all periods presented herein as outlined in SAB No. 98.
3. LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS:
Long-term debt and other long-term obligations consisted of the following at
December 31, 1998 and 1999:
<TABLE>
<CAPTION>
1998 1999
-------------------------------------
<S> <C> <C>
Senior Notes $ -- $150,000,000
Senior secured borrowings and other long-term obligations 100,000,000 --
Notes payable, less current portion 116,000 17,000
-------------------------------------
$100,116,000 $150,017,000
=====================================
</TABLE>
On January 29, 1999, the Company issued $150,000,000 of Senior Notes at par.
The Senior Notes bear interest at 13.5 percent payable in semiannual
installments, with principal due on February 1, 2009.
F-12
<PAGE>
Proceeds of the Senior Notes were used to repay $100,000,000 of senior secured
borrowings (including $9,000,000 of other long-term obligations subsequently
financed through senior secured borrowings) and to establish an interest reserve
account to cover initial interest payments due under the Senior Notes through
February 1, 2000.
The Senior Notes carry provisions that allow the Company, at its option, to (i)
redeem up to 35 percent of the notes with proceeds of certain-public offerings
of equity prior to February 1, 2002, (ii) redeem all or part of the notes at
specified prices on or after February 1, 2004, or (iii) offer to exchange the
notes within 180 days from the issue date for a new issue of identical debt
securities registered under the Securities Act of 1933, as amended (the
Securities Act). In August 1999, the Company completed the registration of
these notes under the Securities Act and on September 22, 1999 all of the
unregistered Senior Notes were exchanged for Senior Notes registered under the
Securities Act of 1933.
The basic covenants of these notes restrict (subject to certain limitations) the
Company's future ability to pay dividends, repurchase stock, pledge or sell
assets as security for other transactions, or engage in mergers and business
combinations. The covenants allow the Company to incur additional debt subject
to various limitations.
The Company has a three-year senior credit facility expiring June 15, 2002 that
provides for maximum borrowings of $40 million to finance working capital, the
cost of the Company's planned capital expansion and other corporate
transactions. The borrowings are secured by substantially all of the Company's
assets. Borrowings under this senior credit facility will bear interest, at the
Company's option, at (1) the Base Rate (as defined) or (2) the LIBOR Rate (as
defined) plus between 2.25 percent and 3.5 percent. As of December 31, 1999,
there were no amounts outstanding under this facility and the borrowing rate
would have been 9.25 percent. The credit facility requires the Company to meet
certain financial tests, including, without limitation, maximum levels of debt
as a ratio of earnings before interest, taxes, depreciation and amortization (as
defined), minimum interest coverage and maximum amount of capital expenditures.
The credit facility contains certain covenants which, among other things limit
the incurrence of additional indebtedness, investments, dividends, transactions
with affiliates, asset sales, acquisitions, mergers and consolidations,
prepayments of other indebtedness (including the Senior Notes), liens and
encumbrances and other matters customarily restricted in such agreements, unless
specific consent is obtained.
At December 31, 1998 and 1999, notes payable consisted of contracts payable to
banks and finance companies for vehicles, requiring monthly principal and
interest payments of $602 to $1,510 at interest rates from 0.9 percent to 8.2
percent due through June 2001. Notes payable are secured by Company owned
vehicles. Future principal payments consist of $99,000 and $17,000 in 2000 and
2001, respectively.
4. EXTRAORDINARY ITEM--LOSS ON EARLY EXTINGUISHMENT OF DEBT:
In conjunction with the Transaction (see Note 1) and the receipt of the senior
secured borrowings during 1998, as discussed in Note 3, the Company repaid
certain amounts outstanding under notes payable and capital leases for
equipment. The resulting loss in 1998 from the early extinguishment of the debt
of $695,000, less the applicable income tax benefit of $278,000, has been
reflected as an extraordinary item in the accompanying statements of operations
for the year ended December 31, 1998.
5. COMMITMENTS AND CONTINGENCIES:
Leases
The Company leases its five principal facilities in Stockton, Oakland, Los
Angeles, Las Vegas and Seattle pursuant to noncancellable operating leases that
expire in June 2002, November 2003, September 2006, August 2009 and December
2009, respectively. The lease expiring in June 2002 also contains five two-year
renewal options. The leases expiring in November 2003, September 2006, August
2009 and December 2009 also contain two five-year renewal options. The Company
also leases telephone equipment sites and telephone circuits on month-to-month,
annual and long-term noncancellable leases. Management of the Company expects
that these leases will be renewed or replaced by other leases in the normal
course of business.
F-13
<PAGE>
The Company's future minimum lease payments with initial terms in excess of one
year as of December 31, 1999, are as follows:
Operating Leases
-------------------------------
Telephone
Circuits and
Space Equipment
-------------------------------
2000 $ 1,650,000 $ 6,894,000
2001 1,584,000 6,535,000
2002 1,400,000 4,805,000
2003 1,113,000 3,105,000
2004 1,043,000 1,462,000
2005 and thereafter 3,362,000 --
-------------------------------
$10,152,000 $22,801,000
===============================
Rental expense charged to operations for the years ended December 31, 1997, 1998
and 1999, for all operating leases for space was $432,000, $650,000 and
$1,260,000, respectively, and is included in selling, general and administrative
expense in the accompanying statements of operations. Rental expense charged to
operations for telephone circuits of approximately $6,000,000, $9,935,000 and
$12,729,000 for the years ended December 31, 1997, 1998 and 1999, respectively,
is included in operating costs in the accompanying statements of operations.
Rental expense paid to related parties was approximately $ -0-, $35,000 and
$163,000 for the years ended December 31, 1997, 1998 and 1999, respectively.
Purchase Commitments
At December 31, 1999, the Company has approximately $19,000,000 of purchase
orders outstanding for network equipment due for delivery during 2000. These
purchase orders are cancelable up to 60 days prior to delivery without penalty
and are expected to be financed from the proceeds received from the Senior
Notes, from internally generated cash flows, from borrowings under the senior
credit facility or from proceeds from the Company's initial public offering
consummated November 9, 1999.
In addition, the Company is in the process of implementing a new billing and
operations support system. Total estimated costs for this system aggregate
approximately $16,500,000 of which approximately $9,000,000 was incurred in
1999, $6,000,000 is estimated to be incurred in 2000 and $1,500,000 in 2001.
All of the amounts incurred in 1999 are recorded in projects in progress at
December 31, 1999.
During 1998 and 1999, the Company purchased approximately 50 percent and 56
percent of total fixed assets, respectively, from a single vendor.
Employment Agreements
The Company has entered into employment agreements with certain key executives
that provide for minimum annual base salaries, bonus entitlements upon the
achievement of certain objectives, and the issuance of stock options.
These employment agreements, which were approved by the Company's stockholders
in 1998 in connection with the Transaction (see Note 1), granted options to two
executives to purchase up to 568,750 shares of the Company's common stock. The
exercise price of these options of $0.48 per share approximated the fair market
value of the Company's common stock at the date of grant. These options vest
over various dates through October 2001 and expire at various dates through
October 2008 (see Note 6.
The employment agreements were effective as of or subsequent to the close of the
Transaction and have terms varying from one to three years; however, they may be
terminated by either party at an earlier date under certain circumstances. As
of December 31, 1998 and 1999, the Company accrued approximately $304,000 and
$811,000 in accrued payroll and related expenses in the accompanying balance
sheets for bonuses payable under these agreements.
F-14
<PAGE>
Revenue Recognition and Legal Proceedings
The Company has established interconnection agreements with certain Incumbent
Local Exchange Carriers (ILECs). The Telecommunications Act of 1996 requires
ILECs to enter into interconnection agreements with Competitive Local Exchange
Companies (CLECs, such as the Company) and other competitors and requires state
Public Utilities Commissions (PUCs) to arbitrate such agreements.
The interconnection agreements outline, among other items, compensation
arrangements for calls originating or terminating in the other party's switching
equipment, payment terms, and level of services.
Various ILECs have disputed, and are continuing to dispute, that internet
traffic calls made to an ISP are not local calls, and as such are not covered by
the interconnection agreements. Further, two ILECs with which the Company has
interconnection agreements had withheld payments from amounts billed by the
Company under their agreements since August 1997, and have filed complaints with
the Superior Court of the State of California and the California and Nevada
Public Utility Commissions (PUC's). The Superior Court ordered the complaint
stayed pending the California PUC's review of the issues raised by the
complaint.
In February 1999, the Federal Communications Commission (FCC) issued a
Declaratory Ruling on the issue of reciprocal compensation for calls bound to
ISPs. The FCC ruled that the calls are jurisdictionally interstate calls. The
FCC, however, determined that this issue did not resolve the question of whether
reciprocal compensation is owed. The FCC noted a number of factors that would
allow the state PUCs to leave their decisions requiring the payment of
compensation undisturbed.
On June 24, 1999, the California PUC adopted a decision in the arbitration
proceeding between the Company and Pacific Bell which held that reciprocal
compensation would be payable for ISP calls under the new interconnection
agreement with Pacific Bell which became effective on June 29, 1999. Pacific
Bell has requested a rehearing of the decision, although Pacific Bell has paid
the full amount of billings for calls since the effective date of the new
agreement.
On September 9, 1999, the Company entered into a settlement agreement with
Pacific Bell regarding its claims for unpaid reciprocal compensation under their
prior interconnection agreement. Under the terms of the settlement agreement,
Pacific Bell agreed to pay $20.0 million to the Company and $20.0 million to
certain stockholders of the Company as of the date of the recapitalization (see
Note 1), in settlement of those claims. As a result of these payments, the
terms of the September 1998 recapitalization requiring additional distribution
to certain shareholders have been satisfied.
On September 2, 1999, Nevada Bell named the Company and others as defendants in
a suit to reverse the decision of the Public Utilities Commission of Nevada.
The Company is contesting the claims of Nevada Bell and no assurances can be
given concerning the outcome of this case or any resulting appeal.
On August 25, 1999, the Company along with the commissioners of the California
Public Utilities Commission and others, were named as a defendant in an action
filed by GTE California (GTE). The action challenges the legality of the
California Public Utilities Commission's decision regarding requiring reciprocal
compensation for traffic termination to ISPs. GTE argues that such calls to
ISPs are not local calls within the meaning of its agreement with the Company
even though they are dialed and billed as local calls. The Company is
contesting the claims of GTE.
In October 1999, GTE paid, and the Company recorded as revenue, $6,308,000 of
reciprocal compensation that GTE had preciously withheld. GTE has not waived
its rights to appeal, contest and seek subsequent reimbursements of amounts paid
for reciprocal compensation.
In February 2000, the California Public Utilities Commission commenced a
separate generic proceeding to develop its policy regarding reciprocal
compensation.
The Company cannot predict the impact of the FCC's ruling on existing state
decisions or the outcome of pending appeals or on additional cases in this
matter. Given the uncertainty concerning the final outcome of the PUC
proceedings, the possibility of future extended appeals or additional
litigation, and future decisions by the FCC, the Company continues to record the
revenue associated with reciprocal compensation billings to ILECs on a cash-
received basis.
F-15
<PAGE>
The amounts withheld by the two ILECs which had withheld payments from amounts
billed by the Company under their agreements during the years ended December 31,
1997, 1998 and 1999 are as follows:
<TABLE>
<CAPTION>
1997 1998 1999
--------------------------------------------
<S> <C> <C> <C>
Total amount billed to specified ILECs during the year $14,858,000 $ 48,264,000 $ 58,866,000
Amount withheld by specified ILECs and not recorded as revenue in (3,793,000) (32,845,000) (29,855,000)
the Company's statements of operations
Amounts received for prior withholding and recorded as revenue -- 254,000 26,308,000
--------------------------------------------
Net amount recorded as revenue from the specified ILECs
during the year $11,065,000 $ 15,673,000 $ 55,319,000
============================================
</TABLE>
6. STOCKHOLDERS' EQUITY:
Common Stock
In connection with the transactions in September 1998, certain stockholders of
the Company entered into a Registration Agreement, whereby at any time prior to
September 26, 2001, one of the stockholders of the Company may request that the
Company grant holders of the common stock of that stockholder the right to
purchase a certain number of shares of the Company's common stock (the "Rights
Offering"). The Rights Offering, covering 924,165 shares offered from the
stockholder to its shareholders, was consummated in connection with the initial
public offering of the Company's common stock in November 1999. Following 180
days after the Rights Offering, subject to certain limitations, stockholders of
the Company who are party to the Registration Agreement may request that the
Company register all or any portion of such stockholder's common stock in the
Company with the Securities and Exchange Commission (SEC). In addition, the
Registration Agreement provides that, subject to certain limitations, the
parties to the Registration Agreement and certain transferors of common stock
originally issued to the parties of the Registration Agreement may request that
the Company include any common stock held by such persons or entities with any
of the Company's common stock that the Company proposes to register.
Stock Split
On March 19, 1999, the Board of Directors authorized a ten-for-one split of the
Company's authorized and outstanding common stock and preferred stock. On
October 7, 1999, the Board of Directors authorized a 1.4-for-1 split of the
Company's outstanding common and preferred stock. In addition, on October 7,
1999, the Board of Directors approved a resolution to increase the authorized
shares of common stock to 50,000,000 shares. All share and per share data have
been restated to reflect these stock splits.
Convertible Redeemable Preferred Stock
The preferred stock has preference over common stock in liquidation equal to its
liquidation value of $25.72 per share, plus accrued dividends computed at a 10
percent rate, compounded quarterly (collectively, the Preference Amount). After
payment of the Preference Amount, the preferred stock and the common stock share
ratably in any distributions by the Company. As of the date of the initial
public offering in November 1999, all of the outstanding preferred stock and
cumulative dividends then outstanding were converted into common stock.
Stock Options
In January 1999, the Company's Board of Directors approved the terms of the 1999
Stock Incentive Plan (the "Plan") which authorizes the granting of stock
options, including restricted stock, stock appreciation rights, dividend
equivalent rights, performance units, performance shares or other similar rights
or benefits to employees, directors, consultants and advisors. Options granted
under the Plan have a term of ten years. In addition, options have been granted
to two senior officers outside of the 1999 Plan but governed by the rules of the
1999 plan. An aggregate of 3,150,000 shares of common stock have been reserved
for option grants.
F-16
<PAGE>
A summary of the status of the Company's stock options plan at December 31, 1999
and changes during the years ended December 31, 1998 and 1999 are presented in
the table below:
<TABLE>
<CAPTION>
Weighted
Weighted Average
Average Fair Value
Exercise Of Options
Outstanding Nonqualifying Total Price Granted
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 -- -- -- --
Granted -- 568,750 568,750 $0.48 $0.08
----------------------------------------------
Balance, December 31, 1998 -- 568,750 568,750 0.48
Granted 1,325,865 366,335 1,692,200 5.06 3.00
Cancelled (36,300) -- (36,300) 2.57
----------------------------------------------
Balance, December 31, 1999 1,289,565 935,085 2,224,650 3.93
==============================================
</TABLE>
Options outstanding, exercisable and vested by price rage at December 31, 1999
are as follows:
<TABLE>
<CAPTION>
Number
Range of Number Weighted Average Vested and
Exercise Price Outstanding Contractual Life Exercisable
-----------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.48 568,750 8.8 422,917
2.14 1,215,900 9.3 --
10.00 319,000 9.8 224,000
22.06 121,000 9.9 --
--------------- ---------------
2,224,650 646,917
=============== ===============
</TABLE>
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Had compensation expense for the
Plan been determined based on the fair value at the grant dates, as prescribed
in SFAS No. 123, the Company's earnings and earnings per share would have been
as follows:
<TABLE>
<CAPTION>
1997 1998 1999
--------------------------------------------
<S> <C> <C> <C>
Net income (loss) attributable to common shareholders:
As reported $4,495,000 $(1,991,000) $11,821,000
Pro forma 4,495,000 (2,020,000) 11,423,000
Basic earnings per common share
As reported $ 32.11 $ (0.38) $ 0.59
Pro forma 32.11 (0.38) 0.57
Diluted earrings per common share:
As reported 32.11 (0.38) 0.56
Pro forma 32.11 (0.38) 0.54
</TABLE>
The fair value of each option was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions used for the
grants: expected dividend yield of 0 percent in all periods; expected volatility
of 74 percent for 1999 and 0 percent for 1997 and 1998; weighted average risk-
free interest rates ranging from 4.9 percent to 6.17 percent for all periods
presented in the table above; and expected lives of four years for all periods.
F-17
<PAGE>
7. INCOME TAXES:
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1997 1998 1999
----------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $1,783,000 $ 353,000 $ 6,795,000
State 503,000 245,000 --
Deferred:
Federal 546,000 861,000 5,595,000
State 165,000 102,000 721,000
----------------------------------------------------
$2,997,000 $1,561,000 $13,111,000
====================================================
</TABLE>
The Company's provision for income tax differed from the amount computed by
applying the statutory federal income tax rate to income before income taxes and
extraordinary item, as follows:
<TABLE>
<CAPTION>
1997 Rate 1998 Rate 1999 Rate
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income tax determined by applying the statutory
federal income tax rate to income before income
taxes and extraordinary item $2,547,000 33.9% $ 446,000 34.0% $10,156,000 35.0%
State income taxes, net of federal income tax
benefit 450,000 6.0 230,000 17.5 470,000 1.6
Federal income tax effect of nondeductible costs
related to the Transaction (see Note 1) -- -- 885,000 67.6 -- --
Reciprocal compensation settlement -- -- -- -- 1,500,000 5.2
Changes in reserves -- -- -- -- 936,000 3.2
Other -- -- -- -- 49,000 0.2
------------------------------------------------------------------------
Provision for income taxes $2,997,000 39.9% $1,561,000 119.1% $13,111,000 45.2%
========================================================================
</TABLE>
The cumulative balance sheet effects of deferred tax items are:
<TABLE>
<CAPTION>
1997 1998 1999
------------------------------------------------------
<S> <C> <C> <C>
Trade accounts receivable allowances $ 129,000 $ 171,000 $ 173,000
Vacation and other accrued expenses 26,000 76,000 130,000
Inventory reserves 46,000 46,000 95,000
Tax credits -- 876,000 151,000
State taxes 250,000 163,000 152,000
------------------------------------------------------
Deferred tax assets 451,000 1,332,000 701,000
------------------------------------------------------
Depreciation and amortization (1,097,000) (2,834,000) (5,982,000)
Capitalized interest -- (130,000) (884,000)
Reciprocal compensation settlement -- -- (980,000)
Other reserves (128,000) (105,000) (2,068,000)
------------------------------------------------------
Deferred tax liabilities (1,225,000) (3,069,000) (9,914,000)
------------------------------------------------------
Net deferred tax liability (774,000) (1,737,000) (9,213,000)
Less: Amount classified as current deferred tax asset 160,000 151,000 580,000
------------------------------------------------------
Net noncurrent deferred tax liability $ (934,000) $(1,888,000) $(8,633,000)
======================================================
</TABLE>
F-18
<PAGE>
Tax credits of $876,000 and $151,000, shown above, represent unused tax credits
associated with the payment of Alternative Minimum Tax (AMT) as of December 31,
1998 and 1999, respectively. Such credits, which do not expire, may be used to
offset future income taxes payable.
8. RELATED-PARTY TRANSACTIONS:
Bay Alarm Company (Bay Alarm)
Bay Alarm (a stockholder of the Company) and its subsidiary, InReach Internet,
LLC, are collectively one of the Company's largest customers of telephone
network services, comprising approximately $2,109,000, $2,680,000 and
$2,667,000, or 7.1 percent, 6.3 percent and 2.8 percent, of the Company's
revenues for the years ended December 31, 1997, 1998 and 1999, respectively.
The Company also had amounts due from Bay Alarm at December 31, 1998 and 1999.
These amounts are included in accounts receivable from related parties in the
accompanying balance sheets.
Bay Alarm provides the Company with security monitoring services at its normal
commercial rates. The Company has recorded $48,000, $58,000 and $60,000 as
selling, general and administrative expense for these services for the years
ended December 31, 1997, 1998 and 1999, respectively.
As outlined in Note 5, the Company leases its facility in Oakland from Bay
Alarm. In addition to rent paid under this lease, the company recorded selling,
general and administrative expense of $0, $59,000 and $35,000 for the years
ended 1997, 1998 and 1999, respectively, for related utility charges. In May
1999, the Company restructured the agreement to allow for direct payments to the
utility company.
Notes Receivable from Stockholder
In connection with the Transaction, a stockholder of the Company, who is also an
officer, purchased 37,500 shares of common stock from the Company for $250,000.
The Company received $50,000 in cash from the stockholder and entered into a
note receivable for the remaining balance of $200,000. Subsequent to the
Transaction, another officer of the Company acquired 6,247 shares of common
stock for $42,000. The Company received $9,000 in cash and entered into a note
receivable for the remaining $33,000 due from the officer. The notes accrue
interest at 5.54 percent and 5.12 percent, respectively, compounded annually,
with any unpaid accrued interest and principal due at the earlier of (1) the
sale of the above stock with proceeds received first applied to unpaid interest,
then to principal; (2) sale of the Company; (3) 60 days from the date the
stockholder is no longer an employee of the Company or a subsidiary; or (4)
September 16, 2003 and October 16, 2003, respectively.
9. RETIREMENT PLAN:
In October 1996, the Company adopted a 401(k) retirement plan (the Plan) for all
full-time employees who have completed six months of service. The plan year is
from January 1 to December 31, and the Company will contribute $0.50 for every
$1.00 contributed by the employee, subject to the Company's contribution not
exceeding 3 percent of the employee's salary. Participants become fully vested
after six years of service, although they vest incrementally on an annual basis
after two years of service and until the six-year period is completed. The
Company recorded selling, general and administrative expense of $63,000, $58,000
and $134,000 for the years ended December 31, 1997, 1998 and 1999, respectively,
for the Company's matching contributions.
Employees of the Company previously contributing to the CalPage 401(k)
retirement plan (with identical provisions to the Plan) were able to roll their
accumulated benefits into the Plan at date of commencement (October 1, 1996),
with all prior employer contributions becoming fully vested on the date of
rollover.
10. SALE OF ANSWERING SERVICE DIVISION:
In March 1997, the Company sold the customer base and other assets of its
answering service division for $420,000, payable $200,000 in cash and a
promissory note of $220,000. The promissory note was paid in October 1997 at a
discount of $18,000. The Company recognized a net gain of $385,000 on the sale
in the year ended December 31, 1997.
F-19
<PAGE>
Exhibit Index
Exhibit
Number Description
------ -----------
2.1 Agreement of Merger, dated September 16, 1998, between PWT
Acquisition Corp. and Pac-West Telecomm, Inc., as amended
(Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement (No. 333-76779)).
2.2 Agreement and Plan of Merger, dated June 30, 1998, between PWT
Acquisition Corp., Pac-West Telecomm, Inc., Bay Alarm Company and
John K. La Rue, as amended (Incorporated by reference to Exhibit
2.2 to the Registrant's Registration Statement (No. 333-76779))
3.1(a) Amended and Restated Articles of Incorporation of Pac-West
Telecomm, Inc. (Incorporated by reference to Exhibit 3.1(a) to the
Registrant's Registration Statement (No. 333-86607)).
3.1(b) Certificate of Amendment of Articles of Incorporation
(Incorporated by reference to Exhibit 3.1(b) to the Registrant's
Registration Statement (No. 333-86607)).
3.2 Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (Reg. No. 333-
86607)).
4.1 Form of certificate representing common stock of Pac-West
Telecomm, Inc. (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement (No. 333-86607)).
10.1 Shareholders Agreement, dated September 16, 1998, between Pac-
West, John K. La Rue, Bay Alarm Company, certain named investors
and certain named executives (Incorporated by reference to Exhibit
10.1 to the Registrant's Registration Statement (No. 333-76779)).
10.2 Registration Rights Agreement, dated September 16, 1998, between
Pac-West, John K. LaRue, Bay Alarm Company, certain investors and
certain executives (Incorporated by reference to Exhibit 10.2 to
the Registrant's Registration Statement (No. 333-86607)).
10.3 Stock Purchase Agreement, dated September 16, 1998, between PWT
Acquisition Corp. and certain named investors (Incorporated by
reference to Exhibit 10.3 to the Registrant's Registration
Statement (No. 333-76779)).
10.4 Stock Purchase Agreement, dated September 16, 1998, between Pac-
West and certain named investors (Incorporated by reference to
Exhibit 10.4 to the Registrant's Registration Statement (No. 333-
76779)).
10.5 Pledge and Security Agreement, dated January 29, 1999, between
Pac-West and Norwest Bank Minnesota, N.A. (Incorporated by
reference to Exhibit 10.5 to the Registrant's Registration
Statement (No. 333-76779)).
**10.6(a) Pac-West Telecomm, Inc. 1999 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.6(a) to the Registrant's Registration
Statement (No. 333-76779)).
**10.6(b) Pac-West Telecomm, Inc. 1999 Stock Incentive Plan form of notice
of Stock Option Award and Stock Option Award Agreement between
Pac-West and its grantees as designated (Incorporated by reference
to Exhibit 10.6(b) to the Registrant's Registration Statement (No.
333-76779)).
**10.7 Employment Agreement, dated June 30, 1998, between Pac-West and
John K. La Rue (Incorporated by reference to Exhibit 10.7 to the
Registrant's Registration Statement (No. 333-76779)).
<PAGE>
**10.8 Executive Agreement, dated September 16, 1998, between Pac-West
and Wallace W. Griffin (Incorporated by reference to Exhibit 10.8
to the Registrant's Registration Statement (No. 333-76779)).
**10.9 Executive Agreement, dated October 30, 1998, between Pac-West and
Richard E. Bryson (Incorporated by reference to Exhibit 10.9 to
the Registrant's Registration Statement (No. 333-76779)).
**10.10 Employment Agreement, dated October 21, 1998, between Pac-West and
Dennis V. Meyer (Incorporated by reference to Exhibit 10.10 to the
Registrant's Registration Statement (No. 333-76779)).
**10.11 Employment Agreement, dated September 14, 1998, between Pac-West
and Jason R. Mills (Incorporated by reference to Exhibit 10.11 to
the Registrant's Registration Statement (No. 333-76779)).
**10.12 Confidentiality Agreement, dated September 16, 1998, between Pac-
West and John K. La Rue (Incorporated by reference to Exhibit
10.12 to the Registrant's Registration Statement (No. 333-76779)).
**10.13 Confidentiality Agreement, dated September 16, 1998, between Pac-
West and Wallace W. Griffin (Incorporated by reference to Exhibit
10.13 to the Registrant's Registration Statement (No. 333-76779)).
**10.14 Confidentiality Agreement, dated September 16, 1998, between Pac-
West and Richard E. Bryson (Incorporated by reference to Exhibit
10.14 to the Registrant's Registration Statement (No. 333-76779)).
**10.15 Confidentiality Agreement, dated October 22, 1998, between Pac-
West and Dennis V. Meyer (Incorporated by reference to Exhibit
10.15 to the Registrant's Registration Statement (No. 333-76779)).
**10.16 Confidentiality Agreement, dated September 16, 1998, between Pac-
West and Jason R. Mills (Incorporated by reference to Exhibit
10.16 to the Registrant's Registration Statement (No. 333-76779)).
10.17 Lease Agreement, dated as of June 23, 1995, as amended, by and
between Geremia Brothers and Pac-West for 4202 and 4210 Coronado
Avenue, Stockton, California (Incorporated by reference to Exhibit
10.17 to the Registrant's Registration Statement (No. 333-76779)).
10.18 Lease Agreement, dated as of July 3, 1996, as amended, by and
between One Wilshire Arcade Imperial, Ltd., Paramount Group, Inc.
and Pac-West for 624 South Grand Avenue, Los Angeles, California
(Incorporated by reference to Exhibit 10.18 to the Registrant's
Registration Statement (No. 333-76779)).
10.19 Balco Properties Office Lease, dated as of November 10, 1998, by
and between BalcoProperties and Pac-West for Franklin Building,
1624 Franklin Street, Suites 40, 100, Mezzanine, 201, 203, 210,
214 and 222, Oakland, California (Incorporated by reference to
Exhibit 10.19 to the Registrant's Registration Statement (No. 333-
76779)).
10.20 Lease Agreement, dated as of December 17, 1998, by and between
Wing Fong & Associates LLC and Pac-West for 302 and 304 East
Carson Street, Las Vegas, Nevada (Incorporated by reference to
Exhibit 10.20 to the Registrant's Registration Statement (No. 333-
76779)).
**10.21 Promissory Note, dated September 16, 1998, between Pac-West and
Wallace W, Griffin, and related Executive Stock Pledge Agreement
between same parties of even date (Incorporated by reference to
Exhibit 10.21 to the Registrant's Registration Statement (No.
333-75779)).
<PAGE>
**10.22 Promissory Note, dated October 30, 1998, between Pac-West and
Richard Bryson, and related Executive Stock Pledge Agreement
between same parties of even date (Incorporated by reference to
Exhibit 10.22 to the Registrant's Registration Statement (No. 333-
76779)).
10.23(a) Loan and Security Agreement dated June 15, 1999, between Pac-West,
Union Bank of California and other lenders as designated
(Incorporated by reference to Exhibit 10.23(a) to the Registrant's
Registration Statement (No. 333-86607)).
10.23(b) Form of Addition of Lender and Consent and Amendment to Loan and
Security Agreement (Incorporated by reference to Exhibit 10.23(b)
to the Registrant's Registration Statement (No. 333-86607)).
10.24 Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, dated June 29, 1999, between Pac-
West and Pacific Bell, and related Errata to Approved
Interconnection Agreement dated June 30, 1999 (Incorporated by
reference to Exhibit 10.24 to the Registrant's Registration
Statement (No. 333-76779)).
10.25 Telecommunication Facility Interconnection Agreement, dated June
21, 1996, between Pac-West and GTE California Inc. (Incorporated
by reference to Exhibit 10.25 to the Registrant's Registration
Statement (No. 333-76779)).
10.26 Master Interconnection and Resale Agreement for the State of
Nevada, dated January 15,1999, between Pac-West and The Nevada
Division of Central Telephone Company d/b/a Sprint of Nevada
(Incorporated by reference to Exhibit 10.26 to the Registrant's
Registration Statement (No. 333-76779)).
10.27 Indenture, dated January 29, 1999 between Pac-West Telecomm, Inc.
and Norwest Bank Minnesota, N.A., pursuant to which the Series B
131/2% Notes due 2009 will be issued (Incorporated by reference to
Exhibit 10.27 to the Registrant's Registration Statement (No. 333-
76779)).
10.28 Registration Rights Agreement, dated January 29, 1999 between Pac-
West Telecomm, Inc. and Nations Banc Montgomery Securities LLC,
CIBC Oppenheimer Corp. and First Union Capital Markets, as initial
purchasers of notes (Incorporated by reference to Exhibit 10.28 to
the Registrant's Registration Statement (No. 333-76779)).
**10.29 Employment Agreement, dated September 11, 1998, between Pac-West
and Gregory Joksch (Incorporated by reference to Exhibit 10.29 to
the Registrant's Registration Statement (No. 333-86607)).
**10.30 Confidentiality Agreement, dated September 11, 1998 between Pac-
West and Gregory Joksch (Incorporated by reference to Exhibit
10.30 to the Registrant's Registration Statement (No. 333-86607)).
*10.31 Agreement for Local Wireline Network Interconnection and Service
Resale between Pac-West Telecomm, Inc. and U.S. West
Communiations, Inc. for the State of Washington executed September
2, 1999.
*10.32 Agreement for Local Wireline Network Interconnection Between
Citizens Telecommunication Company of California, Inc. and Pac-
West Telecomm, Inc. dated November 1, 1999.
*10.33 Agreement for Local Wireline Network Interconnection and Service
Resale Between Pac-West Telecomm, Inc. and US West Communications,
Inc. for the State of Arizona dated September 2, 1999.
<PAGE>
*10.35 Lease Agreement, dated as of September 10, 1999, by and between
David A. and Sandra L. Sabey and Pac-West Telecomm, Inc. for 12201
Tukwila International Blvd., Building B, Second Floor, Tukwila,
Washington.
*23.1 Consent of Arthur Andersen LLP
*27.1 Financial Data Schedule
* Newly Filed
** Management contract or compensatory plan or arrangement
<PAGE>
Exhibit 10.31
AGREEMENT
FOR LOCAL WIRELINE NETWORK INTERCONNECTION
AND
SERVICE RESALE
BETWEEN
PAC-WEST TELECOMM, INC.
AND
U S WEST COMMUNICATIONS, INC.
FOR THE STATE OF
WASHINGTON
AGREEMENT NUMBER
CDS-990507-0143
[NOTE. In this Agreement, plain language corresponds to language agreed to by
the Parties and bold language corresponds to language included to comply with
the Commission's Order. In the footnotes, "Order refers to the Arbitrator's
Report and Decision issued November 27, 1996, "Recommendations' refers to the
Arbitrator's Report and Recommendations issued June 6, 1997, and "Approval"
refers to the Commission Order Modifying Arbitrator's Decision and Arbitrator's
Recommendations and Approving Interconnection Agreement with Modifications
issued July 11, 1997.]
1
<PAGE>
TABLE OF CONTENTS
RECITALS ...................................................................1
SCOPE OF AGREEMENT .........................................................1
DEFINITIONS ................................................................2
TERMS AND CONDITIONS ......................................................12
1. General Provisions ....................................................12
2. Most Favored Nation Terms and Treatment ...............................13
3. Payment ...............................................................13
4. Taxes .................................................................14
5. Intellectual Property .................................................14
6. Severability ..........................................................14
7. Responsibility for Environmental Contamination ........................15
8. Branding ..............................................................15
9. Independent Contractor Status .........................................17
10. Referenced Documents .................................................18
11. Publicity and Advertising ............................................18
12. Executed in Counterparts .............................................18
13. Headings Not Controlling .............................................18
14. Joint Work Product ...................................................18
15. Survival .............................................................18
16. Effective Date .......................................................19
17. Amendment of Agreement ...............................................19
18. Indemnification ......................................................19
19. Limitation of Liability ..............................................20
20. Term of Agreement ....................................................21
21. Governing Law ........................................................21
22. Cancellation Charge's ................................................21
23. Regulatory Approvals .................................................21
24. Compliance ...........................................................22
25. Force Majeure .................................. .....................22
26. Escalation Procedures ................................................23
27. Dispute Resolution ...................................................23
28. Nondisclosure ........................................................24
29. Notices ..............................................................26
30. Assignment ...........................................................26
31. Warranties ...........................................................27
32. Default ..............................................................27
33. Remedies .............................................................28
34. Waivers ..............................................................28
35. No Third Party Beneficiaries .........................................28
2
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36. Physical Security .....................................................28
37. Network Security ......................................................29
38. Revenue Protection ....................................................30
39. Law Enforcement Interface .............................................30
40. Collocation ...........................................................30
41. Technical References - Collocation ....................................41
42. Number Portability ....................................................42
43. Dialing Parity ........................................................49
44. Directory Listings ....................................................49
45. Directories ...........................................................52
46. U S WEST Dex Issues ...................................................52
47. Access to Poles, Ducts, Conduits, and ROW .............................52
48. Bona Fide Request Process for Further Unbundling ......................57
49. Audit Process .........................................................60
50. Miscellaneous Services ................................................62
51. Unused Transmission Media .............................................77
52. Service Standards .....................................................80
53. Entire Agreement ......................................................82
54. Reservation of Rights .................................................82
ATTACHMENTS
Attachment I Rates and Charges
Attachment 2 Resale
Attachment 3 Unbundled Access/Elements
Attachment 4 Interconnection
Attachment 5 Business Process Requirements
Attachment 6 Electronic Interfaces
Attachment 7 Implementation Schedule
3
<PAGE>
Part A
This Interconnection Agreement (this "Agreement") is made(1) by and
between Pac-West Telecomm, Inc., a California corporation ("Pac-West"), and U S
WEST Communications, Inc., a Colorado corporation ("U S WEST"), to establish the
rates, terms and conditions for local interconnection, local resale, and the
purchase of unbundled network elements (individually referred to as the
"service" or collectively as the "services").
RECITALS
WHEREAS. pursuant to this Agreement, PAC-WEST and U S WEST will extend
certain arrangements to one another within each LATA in which they both operate
within Washington. This Agreement is a combination of agreed terms and terms
imposed by arbitration under Section 252 of the Communications Act of 1934, as
modified by the Telecommunications Act of 1996. the rules and regulations of the
Federal Communications Commission (the "FCC"), and the orders, rules and
regulations of the Washington Utilities and Transportation Commission (the
"Commission"); and as such does not necessarily rip-resent the position of
either Party on any given issue; and
WHEREAS, the Parties wish to interconnect their local exchange networks
in a technically and economically efficient manner for the transmission and
termination of calls, so that subscribers of each can seamlessly receive calls
that originate on the other's network and place calls that terminate on the
other's network, and for Pac-West's use in the provision of exchange access
("Local Interconnection"); and
WHEREAS, Pac-West wishes to purchase Telecommunications Services for
resale to others, and U S WEST is willing to provide such services; and
WHEREAS, Pac-West wishes to purchase on an unbundled basis Network
Elements, Ancillary Services and Functions and additional features separately or
in any Combination, and to use such services for itself or for the provision of
its Telecommunications Services to others, and U S WEST is willing to provide
such services;
Now, therefore, in consideration of the terms and conditions contained
herein, Pac-West and U S WEST hereby mutually agree as follows:
SCOPE OF AGREEMENT
A. This Agreement specifies the rights and obligations of each Party
with respect to the purchase and sale of Local Interconnection, Local Resale and
Network Elements in the LATAs in Washington where U S WEST operates.
B. In the performance of their obligations under this Agreement, the
Parties shall act in good faith and consistently with the intent of the Act
Where notice, approval or similar action by a Party is permitted or required by
any provision of this Agreement (including, without limitation, the obligation
of the Parties to further negotiate the resolution of new or open issues under
this Agreement) such action shall not be unreasonably delayed, withheld or
conditioned.
C. U S WEST will provide Pac-West with at least the level of service
quality or performance of obligations under this Agreement as U S WEST provides
itself or any other Person with respect to all Telecommunications Services,
Local Interconnection, Services for Resale, and Network Elements as applicable
and shall provide such level of service quality or performance of service
obligations in accordance with the specific requirements agreed to in Attachment
5.
D. U S WEST shall provide to Pac-West Services for Resale that are
equal in quality, subject to the same conditions (including the conditions in
U S WEST's effective tariffs which are not otherwise
- ----------
(1) Per Approval at page 14, paragraph 2 (This footnote is not applicable to
Pac-West)
<PAGE>
inconsistent with the terms and conditions contained herein), within the same
provisioning time intervals that U S WEST 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.
E. Each Network Element provided by U S WEST 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 U S WEST provides to itself, U S WEST's own subscribers, to a U S
WEST Affiliate or to any other entity.
F. 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.
G. If a Party makes a change in its network which it believes will
materially affect the interoperability of its network with that of the other
Party, the Party making the change shall provide advance notice of such change
to the other Party in accordance with applicable FCC or Commission regulations
H. In accordance with Section 251(c)(5) of the Act and the rules and
regulations established by the FCC and the Commission, the Parties shall provide
reasonable notice of changes in the information necessary for the transmission
and routing of services using that local exchange carrier's facilities or
network., as well as of any other changes that would affect the interoperability
of those facilities and networks.
I. Except as otherwise provided for in Section 8 of Attachment 2, U S
WEST shall not discontinue or refuse to provide any service required hereunder
without Pac-West's prior written agreement in accordance with Section 17 of this
Part A of this Agreement, nor shall U S WEST reconfigure, reengineer or
otherwise redeploy its network in a manner which would materially 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. U S
WEST agrees that all obligations undertaken pursuant to this Agreement,
including, without limitation, performance standards, intervals, and technical
requirements are material obligations hereof and that time is of the essence.
DEFINITIONS
Certain terms used in this Agreement shall have the meanings set forth
herein or as otherwise elsewhere defined throughout this Agreement. Other terms
used but not defined herein will have the meanings ascribed to them in the Act
and the FCC's rules and regulations.
"911 Service" means a universal telephone number which gives the public direct
access to the Public Safety Answering Point (PSAP). Basic 911 service collects
911 calls from one or more local exchange switches that serve a geographic area.
The calls are then sent to the correct authority designated to receive such
calls.
"911 Site Administrator" is a person assigned by Pac-West to establish and
maintain 911 service location information for its subscribers.
"Access Services" refers to interstate and intrastate switched access and
private line transport services.
"Act" means the Communications Act of 1934 (47 U.S.C. Section 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 by the
Commission.
2
<PAGE>
"ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission technology
which transmits an asymmetrical digital signal using one of several transmission
methods (for example, carder-less AM/PM discrete multi-tone, or discrete wavelet
multi-tone).
'Affiliate" is an entity, as defined in the Act, that directly or indirectly
owns or controls, is owned or controlled by, or is under common ownership or
control with, another entity. For the purposes of this Agreement, "own' or
"control" means to own an equity interest (or equivalent) of at least ten
percent (10%), or the right to control the business decisions, management and
policy of another entity performing any of the obligations set forth in this
Agreement.
"AIN" (Advanced Intelligent Network) is a network functionality that permits
specific conditions to be programmed into a switch which, when met, directs the
switch to suspend call processing and to receive special instructions for
further call handling instructions in order to enable carriers to offer advanced
features and services.
"AIN Services" means architecture and configuration of the AIN Triggers within
the SCP as developed and/or offered by U S WEST to its customers.
"ALI" (Automatic Location Identification) is a database developed for E911
systems that provides for a visual display of the caller's telephone number and
address, and the names of the emergency response agencies responsible for that
address. The ALI also shows an Interim Number Portability (INP) number, if
applicable.
"ALI/DMS" (Automatic Location Identification/Data Management System) means the
emergency service (E911/911) database containing subscriber location information
(including name, address, telephone number, and sometimes special information
from the local service provider) used to determine to which Public Safety
Answering Point (PSAP) to route the call.
"AMA" means the Automated Message Accounting structure that initially records
telecommunication message information. AMA format is contained in the Automated
Message Accounting document, published by Bellcore as GR-1 1 00-CORE, which
defines the industry standard for message recording.
"Ancillary Services" or "Ancillary Functions" means, collectively, the
following: (1) Collocation as described in Section 40 of this Part A of this
Agreement; (2) access to poles, ducts, conduits and rights of way as described
in Section 47 of this Part A of this Agreement; (3) unused transmission media as
described in Section 51 of this Part A of this Agreement; (4) Directory Listings
as described in Section 44 of this Part A of this Agreement (5) E91 1 as
described in Section 50.1 of this Part A of this Agreement (6) Directory
Assistance Service as described in Section 50.2 of this Part A of this Agreement
(7) Operator Services as described in Section 50.3 of this Part A of this
Agreement; (8) Directory Assistance and Listings services requests as described
in Section 50.4 of this Part A of this Agreement; and (9) directory assistance
data as described in Section 50.5 of this Part A of this Agreement.
"ANI" (Automatic Number Identification) is a feature that identifies and
displays the number of a telephone that originates a call.
"ARS" (Automatic Route Selection) is a service feature that provides for
automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.
"ASR" (Access Service Request) means the industry standard forms and supporting
documentation used for ordering Access Services. The ASR may be used to order
trunking and facilities between Pac-West and U S WEST for Local Interconnection.
3
<PAGE>
"BLV/BLI" (Busy Line Verify/Busy Line Interrupt) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a telephone call.
"Business Day" means any day Monday through Friday except for mutually agreed to
holidays.
"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF. The Carrier Access Billing System
document is published by Bellcore in Volumes 1, 1A, 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001868, SR-OPT-001 1869. SR-OPT-001871, SR-OPT-001872, SR-OPT-001
873, SR-OPT-001 874, and SR-OPT-001 875, respectively, and contains the
recommended guidelines for the billing of access and other connectivity
services.
"Calling Party Number' or "CPN" is a CCS parameter which refers to the number
transmitted through a network identifying the calling party.
"CCS" (Common Channel Signaling) means a method of digitally transmitting call
set-up and network control data over a digital signaling network fully separate
from the public switched telephone network that carries the actual call.
"Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
(a) "End Office Switches" which are used to terminate Customer station
loops for the purpose of interconnecting to each other and to
trunks;
(b) "Tandem Office Switches" which are used to connect and switch
trunk circuits between and among other Central Office Switches.
Access tandems provide connections for exchange access and toll
traffic while local tandems provide connections for local/EAS
traffic; or
(c) Combination End Office/Tandem Office Switches.
"Centrex", including Centrex Plus, means a Telecommunications Service that uses
central office switching equipment for call routing to handle direct dialing of
calls and to provide numerous private branch exchangelike features.
"Charge Number' is a CCS parameter which refers to the number transmitted
through the network identifying the billing number of the calling party.
"CLASS" (Bellcore Service Mark) is a set of call-management service features
that utilize the capability to forward a calling party's number between end
offices as part of call setup. Features include Automatic Callback, Automatic
Recall, Caller ID, Call Trace, and Distinctive Ringing.
"Combinations" means provision by U 3 WEST of two or more connected Network
Elements ordered by Pac-West to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by Pac-West, subject to restrictions, if any, imposed by the
Commission.
"Commission" means the Washington Utilities and Transportation Commission.
"Competitive Local Exchange Carrier" or 'CLEC" means an entity authorized to
provide Local Exchange Service that does not otherwise qualify as an incumbent
LEG.
"Conduit" means a tube or protected pathway that may be used to house
communication or electrical cables. Conduit may be underground or above around
(for example, inside buildings) and may contain one or more innerducts.
4
<PAGE>
"Confidential Information" has the meaning set forth in Section 28 of Part A of
this Agreement
"Contract Year" means a twelve (12) month period during the term of this
Agreement commencing on the Effective Date and each anniversary thereof.
"Control Office" is an exchange carrier center or office designated as its
company's single point of contact for the provisioning and maintenance of its
portion of local interconnection arrangements.
"Custom Calling Features" is a set of call-management service features available
to residential and business subscribers including call-waiting call-forwarding
and three-party calling.
"Customer" means a third-party (residence or business) that subscribes to
Telecommunications Services Provided by either of the Parties.
"DBMS" (Database Management System) is a computer system used to store, sort,
manipulate and update the data required to provide, for example, selective
routing and ALI.
"Databases" are the Network Elements that provide the functionality for storage
of, access to, and manipulation of information required to offer a particular
service and/or capability. Databases include, but are not limited to: Number
Portability, LIDB, Toll Free Number Database, Automatic Location
Identification/Data Management System, and AIN.
"Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy, including, but not limited to:
"Digital Signal Level 0" or "DS-0" means the 56 or 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
"Digital Signal Level 1" or "DS-1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS-1 is the initial
level of multiplexing.
"Digital Signal Level 3" or "DS-3" means the 44.736 Mbps third-level in
the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS-3 is defined as the
third level of multiplexing.
"Directory Assistance Database" refers to any set of subscriber records used by
U S WEST in its provision of live or automated operator-assisted directory
assistance including, but not limited to, 411, 5555-1,212, NPA 555-1212.
"Directory Assistance Service" provides Listings to callers. Directory
Assistance Service may include the option to complete the call at the caller's
direction.
"Directory Listings" or "Listings" refers to subscriber information, including,
but not limited to, name, address and phone numbers, in Directory Assistance
Services or directory products.
"Discloser" means that Party to this Agreement which has disclosed Confidential
Information to the other Party.
"E911" (Enhanced 911 Service) means a telephone communication service which will
automatically route a call dialed "911" to a designated Public Safety Answering
Point (PSAP) attendant and will provide to the attendant the calling party's
telephone number and, when possible, the address from which the call is being
placed, and the emergency response agencies responsible for the location from
which the call was dialed.
5
<PAGE>
"E911 Message Trunk" is a dedicated line, trunk or channel between two central
offices or switching devices which provides a voice and signaling path for E911
calls.
"EAS" (Extended Area Service) is intraLATA traffic treated as "local" traffic
between exchanges (rather than as 'toll" traffic) as established by the
Commission and as reflected in the effective U S WEST tariffs.
"Effective Date" is the date the Commission approves this Agreement.
"Emergency Response Agency' is a governmental entity authorized to respond to
requests from the public to meet emergencies.
"EMR" means the Exchange Message Record System used among LECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data. EMIR format is contained in BR-01 0-200-010 CRIS
Exchange Message Record, published by Bellcore, which defines the industry
standard for exchange message records.
"ESN" (Emergency Service Number) is a number assigned to the ALI and selective
routing databases for all subscriber telephone numbers. The ESN designates a
unique combination of fire, police and emergency medical service response
agencies that serve the address location of each in-service telephone number.
"FCC" means the Federal Communications Commission.
"FCC Interconnecton Order" is the Federal Communications Commission's First
Report and Order in FCC Docket No. 96-98 released August 8, 1996, as effective.
"Fiber-Meet" means an Interconnection architecture method whereby the Parties
physically interconnect their networks via an optical fiber interface (as
opposed to an electrical interface) at a mutually agreed upon location.
"Gateway' (ALI Gateway) is a telephone company computer facility that interfaces
with Pac-West's 911 administrative site to receive ALI data from Pac-West.
Access to the Gateway will be via a dial-up modem using a common protocol.
"HDSL" (High-Sit Rate Digital Subscriber Line) means a two-wire or four-wire
transmission technology which typically transmits a DS1-level signal (or, higher
level signals with certain technologies), using, for example, 2 Binary / 1
Quartenary ("2B1 Q").
"IDLC" (Integrated Digital Loop Carrier) means a digital subscriber loop carrier
system which interfaces with the switch digitally at a DS1 (1.544Mbps) or higher
level.
"ILEC" means an incumbent local exchange carrier.
"Information Service Traffic" means traffic which originates on a local access
line and which is addressed to an information service provider.
"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal impairment of quality, reliability, or convenience when remaining at
their current location or changing their location within the geographic area
served by the initial carrier's serving central office.
"Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of telephone exchange
service traffic and exchange access traffic.
6
<PAGE>
"ISDN" (Integrated Services Digital Network) means a switched network service
that provides end-to-end digital connectivity for the simultaneous transmission
of voice and data. Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data channel
(2B+D). Primary Rate Interface-ISDN (PRI-ISDN) provides for a digital
transmission of twenty-'three (23) 64 Kbps bearer channels and one 64 Kbps data
channel (23B+D).
"IXC" (Interexchange Carrier) means a provider of interexchange
Telecommunications Services.
"LATA" means Local Access Transport Area.
"LEC" means local exchange carrier.
"LTDB" (Line Information Data Base(s)) is an SCP database that provides for such
functions as calling card validation for telephone line number cards issued by
LECs and other entities and validation for collect and billed-to-third-party
services.
"Local Interconnection" shall have the meaning set forth in the Recitals to this
Agreement.
"Local Resale', "Services for Resale" or "Resale Services" means, collectively,
Telecommunications Services and service functions provided by U S WEST to
Pac-West pursuant to Attachment 2 of 'this Agreement.
"Local Traffic" is intraLATA traffic within an exchange that is treated as toll
free traffic as established by the Commission and as reflected in the effective
tariffs of U S WEST.
"Loop" is a transmission facility between a distribution frame, or its
equivalent, in a U S WEST central office or wire center, and the Network
Interface Device (as defined herein) or network interface at a subscriber's
premises, to which Pac-West is granted exclusive use. This includes, but is not
limited to, two-wire and fourwire analog voice-grade loops, and two-wire and
four-wire loops that are conditioned to transmit the digital signals needed to
provide ISDN, ADSL, HDSL, and DS-1 level signals. A Loop may be composed of the
following components:
Loop Concentrator / Multiplexer
Loop Feeder
Network Interface Device (NID)
Distribution
"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 or transmission facility.
"MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB) document
prepared by the Billing Committee of the OBF, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS). The MECAB document, published by Bellcore as Special
Report SR-BDS-000983, contains the recommended guidelines for the billing of an
Access Service provided by two or more LECs (including a LEC and a CLEC), or by
one LEC in two or more states within a single LATA.
"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 OBF,
which functions under the auspices of the Carrier Liaison Committee (CLC) of the
Alliance for Telecommunications Industry Solutions (ATIS). The MECOD document,
published by Bellcore as Special Report SIR STS-002643, establishes recommended
guidelines for processing orders for Access
7
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Service which is to be provided by two or more LECs (including a LEC and a
CLEC). It is published by Bellcore as SRBIDS 00983.
"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and Pac-West) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or Pac-West) receiving an appropriate
share of the access element revenues.
"Mid-Span Meet" is a Point of Interconnection between two networks. designated
has two Telecommunications Carriers, at which one carrier's responsibility for
service begins and the other carriers responsibility ends.
"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an E91 1 service. It includes an alphabetical list of the street names,
high-low house number ranges, community names, and emergency service numbers
provided by the counties or their agents to U S WEST.
"NANP" (North American Numbering Plan) 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.
"NENA" (National Emergency Number Association) is an association with a mission
to foster the technological advancement, availability and implementation of 911
nationwide.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service including all features, functions and capabilities
embedded in such facility or equipment.(2)
"NP" (Number Portability) means the use of the Location Routing Number (LRN)
database solution to provide fully transparent NP for all subscribers and all
providers without limitation.
"NPA" (Numbering Plan Area) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP. Each NPA contains 792 possible NXX Codes.
There are two general categories of NPA, "Geographic NPAs" and "NonGeographic
NPAs." A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A "NonGeographic NPA," also known as a "Service Access
Code (SAC Code)" is typically associated with a specialized Telecommunications
Service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.
"NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the NANP.
"OBF" means the Ordering and Billing Forum, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS).
"Operator Services" includes, but is not limited to, (1) operator handling for
call completion (e.g., collect calls); (2) operator or automated assistance for
billing after the subscriber has dialed the called number (e.g., credit card
calls); and (3) special services (e.g., BLV/BLI, emergency agency call).
"Operator Systems" is the Network Element that provides operator and automated
call handling with billing, special services, subscriber telephone listings, and
optional C211 completion services.
"P.01 Transmission Grade of Service" (GOS) means a trunk facility provisioning
standard with the statistical probability of no more than one call in 100
blocked on initial attempt during the average busy hour.
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2 Per Order at page 10, Issue 18.
8
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"PLU" (Percent Local Usage) is a calculation which represents the ratio of the
local minutes to the sum of local and intraLATA toll minutes between exchange
carriers sent over Local Interconnection trunks. Directory assistance, BLV/BLI.
900, 976, transiting calls from other exchange carriers and switched access
calls are not included in the calculation of PLU.
"Party" means either U S WEST or Pac-West and "Parties" means U S WEST and
Pac-West.
"Person" means, collectively, an Affiliate, subsidiary, Customer, end user and
subscriber of U S WEST.
"POI" (Point of Interconnection) means the physical point that establishes the
technical interface, the test point, where applicable, and the operational
responsibility hand-off between Pac-West and U S WEST for the local
interconnection of their networks for the mutual exchange of traffic.
"Point of Interface" is the physical point where Pac-West hands off transmission
media to the U S WEST provided entrance facility associated with a collocation
arrangement for the purpose of connecting the entrance facility to some point
located within U S WEST's premises.
"Pole Attachment" means the connection of a facility to a utility pole. Some
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.
"POP" means an IXC's point of presence.
"Port" means a termination on a Central Office Switch that permits Customers to
send or receive Telecommunications Services over the public switched network,
including switch features or switching functionality.(3)
"Premium Listing", such as additional, foreign, cross reference, informational,
non-listed, privacy, etc., are as described in the U S WEST general exchange
listing tariff.
"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscriber's main telephone number and other content such as name
and address, which each Pac-West residence or business subscriber is entitled to
receive in the white pages directory published by U S WEST Dex at no charge from
U S WEST Communications. Where U S WEST business end users are entitled to
receive a courtesy Listing in the yellow pages section of any directory
published on U S WEST's behalf, Pac-West's business customers will receive the
same entitlement.
"Proprietary Information" shall have the same meaning as Confidential
Information.
"PSAP" (Public Safety Answering Point) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.
"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or Pac-West 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 U S WEST or
Pac-West will provide basic exchange Telecommunications Services bearing the
particular NPA-NXX designations associated with the specific Rate Center. The
Rate Center Point must be located within the Rate Center Area.
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3 Per Order at page 10, Issue 18.
9
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"Rating Point" means the point at which transport mileage is calculated for the
termination of calls. Each Party shall establish its own Rating Point(s) for its
own services.
"Real Time" means the actual time in which an event takes place, with the
reporting on or the recording of 'the event simultaneous with its occurrence.
"Recipient" means that Party to this Agreement (1) to which Confidential
Information has been disclosed by the other Party, or (2) who has obtained
Confidential Information in the course of providing services under this
Agreement.
"Reseller" is a category of Telecommunications Services providers who obtain
Telecommunications Services from another provider through the purchase of
wholesale priced services for resale to their end user subscribers.
"Routing Point" means a location which U S WEST or Pac-West has designated on
its own network as the homing (routing) point for traffic inbound to basic
exchange Telecommunications Services provided by U S WEST or Pac-West which bear
a certain NPA-NXX designation The Routing Point is employed to calculate mileage
measurements for the distance-sensitive transport element charges of Switched
Access Services. Pursuant to Bellcore Practice BR 795-100-100, the Routing Point
maybe 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 by any alphanumeric A-Z or 0-9. The Routing
Point need not be the same as the Rate Center Point, nor must it be located
within the Rate Center Area, but must be in the same LATA as the NPA-NXX.
"ROW" (Right of Way) means the right to use the land or other property owned,
leased, or controlled by another party to place poles, conduits, cables, other
structures and equipment, or to provide passage to access such structures and
equipment A ROW may run under, on, or above public or private property
(including air space above public or private property) and may include the right
to use discrete space in buildings, building complexes or other locations.
"SAG" (Street Address Guide) is a database containing an alphabetical list of
street names, high-low house number ranges, descriptive addresses, community
names, tax codes, subscriber names, telephone numbers, NXXs, central office
names, CLLI and other information maintained by U S WEST.
"SCP" (Service Control Point) is a specific type of Database Network Element
functionality deployed in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service application data (e.g., a toll free database stores
subscriber record data that provides information necessary to route toll free
calls).
"SECAB" means the Small Exchange Carrier Access Billing document prepared by the
Billing Committee of the OBF. The Small Exchange Carrier Access Billing
document, published by Bellcore as Special Report SR OPT-001 856, contains the
recommended guidelines for the billing of access and other connectivity
services.
"Selective Routing" is a service which automatically routes an E911 call to the
PSAP that has jurisdictional responsibility for the service address of the
telephone from which 911 is dialed, irrespective of telephone company exchange
or wire center boundaries.
"STPs" (Signaling Transfer Points) provide functionality that enable the
exchange of SS7 messages among and between switching elements, database elements
and Signaling Transfer Points.
"Switch" - See Central Office Switch.
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"Switched Access", "Switched Access Service", "Switched Exchange Access Service'
or "Switched Access Traffic" are as defined in the Parties' applicable tariffs.
"Tandem Office Switches" are Class 4 switches which are used to connect and
switch trunk circuits between and among End Office Switches and other tandems.
"Tariff Services" as used throughout this Agreement refers to the applicable
Party's interstate tariffs and state tariffs, price lists, price schedules and
catalogs.
"Technically Feasible" refers solely to technical or operational concerns,
rather than economic, space, or site considerations, in accordance with the
rules and regulations of the FCC and the Commission.
"Telecommunications" means the transmission, between or among points specified
by the user, of information of the user's choosing, without change in the form
or content of the information as sent and received.
"Telecommunications Carrier" means any provider of Telecommunications Services,
except that such term does not include aggregators of Telecommunications
Services (as defined in Section 226 of the 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.
"Telecommunications Services" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.
"Toll Traffic" is traffic that originates in one Rate Center and terminates in
another Rate Center with the exception of traffic that is rated as EAS.
"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 CLEC, 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.
"Transit Traffic" is any traffic, other than Switched Access Traffic, that
originates from one Telecommunications Carrier's network, transits another
Telecommunications Carrier's network, and terminates to yet another
Telecommunications Carrier's network.
"TRCO" means Trouble Reporting Control Office.
"U S WEST" means U S WEST Communications, Inc. and any Affiliates, subsidiary
companies or other entities performing any of the obligations of U S WEST set
forth in this Agreement.
"Voluntary Federal Subscriber Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate federal or state regulatory body.
"Wire Center" denotes, for the purposes of collocation, a building or space
within a building, that serves as an aggregation point on a given carrier's
network, where transmission facilities and circuits are connected or switched.
Wire Center can also denote a building where one or more central offices, used
for the provision of
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Telecommunications Services and Access Services, are located. Wire Center shall
mean those points eligible for such connections as specified in FCC Docket No.
91-141, and rules adopted pursuant thereto.
TERMS AND CONDITIONS
1. General Provisions
1.1 Each Party is individually responsible to provide facilities
within its network which are necessary for routing,
transporting, measuring, and billing traffic from the other
Party's network and for delivering such traffic to the other
Party's network in the standard format compatible with
Pac-West's network and to terminate the traffic it receives
in that standard format or the proper address on its
network. 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.
1.2 Neither Party shall impair the quality of service to other
carriers or to either Party's Customers, and each Party may
discontinue or refuse service if the other Party violates
this provision. Upon such violation, either Party shall
provide the other Party notice of such violation, at the
earliest practicable time.
1.3 Each Party is solely responsible for the services it
provides to its Customers and to other Telecommunications
Carriers.
1.3.1 The Parties recognize that equipment vendors may
manufacture telecommunications equipment that does
not fully incorporate and may deviate from
industry Standards referenced in this Agreement.
Due to the manner in which individual equipment
manufacturers have chosen to implement industry
standards into the design of their products, along
with differing vintages of individual facility
components and the presence of embedded
technologies pre-dating current technical
standards, some of the individual facility
components deployed within U S WEST's network,
including, without limitation, Network Elements
and associated business processes and the
standards associated with the equipment providing
such Network Elements (collectively, "Network
Components'), may not adhere to all the
specifications set forth and described in the
Bellcore, ANSI, ITU and other technical and
performance standards outlined in this Agreement.
Within forty-five (45) days after the Effective
Date of this Agreement, the Parties will develop
processes by which U S WEST will inform Pac-West
of deviations or planned deviations, and the
implementation date of such planned deviations,
from standards referenced in this Agreement for
Network Components that may be ordered by
Pac-West. In addition, the Parties agree that
those deviations from such standards documented by
U S WEST to Pac-West shall, to the extent
permitted by FCC and Commission rules and
regulations, supersede sections of this Agreement
referencing technical standards otherwise
applicable for the affected Network Elements.
1.3.2 U S WEST agrees that in no event shall it
intentionally allow any Network Component provided
by U S WEST to Pac-West under this Agreement to
perform below the standards or deviations
therefrom reflected in Section 1. 3. 1, except
where requested by Pac-West. U S WEST shall
minimize any degradation to its equipment relative
to currently applicable service, where reasonable
in view of industry adopted performance standards
and technological developments. Written notice
(the "Change Notice") of any planned changes in
standards for any Network Component which could
impact that Network Component will be
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provided at least ninety (90) days (or at the
make/buy point) prior to the planned implementation.
If Pac-West notifies U S WEST of how the proposed
change may adversely impact Pac-West or its Customers
within fourteen (14) calendar days after receipt of U
S WEST's Change Notice, U S WEST and Pac-West will
schedule joint discussions to address and attempt to
resolve the matter, including without limitation
consideration of proposed alternatives. In addition,
if U S WEST learns 'that any Network Component
purchased by Pac-West under this Agreement has been
permitted (even if not intentionally) to fall
materially below the level or specification in effect
as of the Effective Date of this Agreement, U S WEST
shall inform Pac-West immediately.
1.3.3 The Parties recognize that providing a number of the'
services specified in this Agreement depends upon the
"technical feasibility" of providing that service, as
that term is defined under the Act and/or by FCC or
Commission rules and decisions. If the Parties cannot
agree on whether providing a service is technically
feasible, the matter, including cost and expenses (if
any), shall be resolved through good faith
negotiation or the dispute resolution process
outlined in this Agreement
2. Most Favored Nation Terms and Treatment
2.1 Until such time as there is a final court determination
interpreting Section 252(i) of the Act, U S WEST shall make
available to Pac-West the terms and conditions of any other
agreement for Interconnection, unbundled Network Elements and
resale services approved by the Commission under Section 252
of the Act, in that agreement's entirety. After there is a
final court determination interpreting Section 252(i) of the
Act, the Parties agree to revise this Section 2.1 to reflect
such interpretation.
3. Payment
3.1 In consideration of the services provided by U S WEST under
this Agreement, Pac-West shall pay the charges set forth in
Attachment I to this Agreement. The billing procedures for
charges incurred by Pac-West hereunder are set forth in
Attachment 5 to this Agreement.
3.2 Amounts payable under this Agreement, unless reasonably
disputed, are due and payable within thirty (30) days after
the date of U S WEST's invoice or within twenty (20) days
after receipt of the invoice, whichever is later. If the
payment due date is not a Business Day, the payment shall be
made the next Business Day.
3.3 A late payment charge of 1.5% applies to all billed balances,
not reasonably disputed, which are not paid within the
applicable time period set forth in Section 3.2 above. To the
extent Pac-West pays the billed balance an time, but the
amount of the billed balance is reasonably disputed by
Pac-West, and, it is later determined that a refund is due
Pac-West, interest shall be payable on the refunded amount in
the amount of 1.5% per month. To the extent Pac-West pays the
billed balance on time, but the amount of the billed balance
is reasonably disputed by Pac-West, and, it is later
determined that no refund is due Pac-West, no interest shall
be payable an the disputed amount.
3.4 Late payment charges shall not be used as a "credit' to a
deposit, if any, without the express approval of U S WEST.
3.5 Unless specified otherwise in this Agreement, U S WEST shall
bill all amounts due from Pac-West for each resold service in
accordance with the terms and conditions as specified in the
U S WEST tariff.
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4. Taxes
4.1 Any federal, state or local excise, sales, or use taxes
(excluding any taxes levied on income) resulting from the
performance of this Agreement shall be borne by the Party upon
which the obligation for payment is imposed under applicable
law, even if the obligation to collect and remit such taxes is
placed upon the other Party. Any such taxes shall be shown as
separate items on applicable billing documents between the
Parties. The Party so obligated to pay any such taxes may
contest the same in good faith, at its own expense. and shall
be entitled to the benefit of any refund or recovery, provided
that such Party shall not permit any lien to exist on any
asset of the other Party by reason of the contest. The Party
obligated to collect and remit taxes shall cooperate fully in
any such contest by the other Party by providing records,
testimony and such additional information or assistance as may
reasonably be necessary to pursue the contest. 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 during the applicable reporting period.
5. Intellectual Property
5.1 Obligations of Party Requesting Access. As a condition to the
access or use of patents, copyright, 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 ("Third Party Intellectual Property"), 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 of Third Party Intellectual Property, make all
payment, if any, in connection with obtaining such license,
and provide evidence of such license.
5.2 Obligations of Party Providing Access. The Party providing
access shall provide a list of all known and necessary Third
Party Intellectual Property applicable to the other Party, and
take all necessary and appropriate steps to facilitate the
negotiation of any mandatory licenses. The treatment of third
party licenses shall be in accordance with FCC rules and
regulations and/or judicial determinations.
5.3 Any intellectual property jointly developed in the course of
performing this Agreement shall belong to both Parties who
shall have the right to grant non-exclusive licenses to third
parties except as otherwise designated in writing by one Party
to another. Any intellectual property which originates from or
is developed by a Party shall remain in the exclusive
ownership of that Party. Except for a limited license to use
patents or copyrights to the extent necessary for the Parties
to use any facilities or equipment (including software) or to
receive any service solely as provided under this Agreement,
no license in patent, copyright, trademark or trade secret, or
other proprietary or intellectual property presently or
hereafter owned, controlled or licensable by a Party, is
granted to the other Party or shall be implied or arise by
estoppel.
6. Severability
6.1 In the event that any one or more of the provisions contained
herein shall for any reason be held to be unenforceable or
invalid in any respect under law or regulation, 'the Parties
will
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negotiate in good faith for replacement language. If any part
of this Agreement is held to be invalid or unenforceable for
any reason, such invalidity or u n enforceability Will affect
only the portion of this Agreement which is invalid or
unenforceable. In all other respects this Agreement will stand
as if such invalid or unenforceable provision had not been a
part hereof, and the remainder of this Agreement shall remain
in full force and effect.
7. Responsibility for Environmental Contamination
7.1 Pac-West shall in no event be liable to U S WEST for any costs
whatsoever resulting from the presence or release of any
environmental hazard Pac-West did not introduce to the
affected work location. U S WEST shall. at Pac-West's request,
indemnify, defend, and hold harmless Pac-West, and each of its
officers, directors and employees from and against any losses,
damages, claims, demands, suits, liabilities, fines, penalties
and expenses (including reasonable attorneys' fees) arising
out of or resulting from (a) any environmental hazard U S
WEST, its contractors or agents introduce to the work
location, or (b) the presence or release of any environmental
hazard for which U S WEST is responsible under applicable law.
7.2 U S WEST shall in no event be liable to Pac-West for any costs
whatsoever resulting from the presence or release of any
environmental hazard U S WEST did not introduce to the
affected work location. Pac-West shall, at U S WEST's request,
indemnify, defend, and hold harmless U S WEST, and each of its
officers, directors and employees from and against any losses,
damages, claims, demands, suits, liabilities, fines, penalties
and expenses (including reasonable attorneys' fees) arising
out of or resulting from (a) any environmental hazard
Pac-West, its contractors or agents introduce to the work
location, or (b) the presence of release of any environmental
hazard for which Pac-West is responsible under applicable law.
7.3 In the event any suspect materials within U S WEST-owned,
operated or leased facilities are identified to be
asbestos-containing, Pac-West will ensure that to the extent
any activities which it undertakes in the facility disturb
such suspect materials, such Pac-West activities will be in
accordance with applicable local, state and federal
environmental and health and safety statutes and regulations.
Except for abatement activities undertaken by Pac-West or
equipment placement activities that result in the generation
of asbestos containing material, Pac-West shall not have any
responsibility for managing, nor be the owner of, not have any
liability for, or in connection with, any asbestos containing
material. U S WEST agrees to immediately notify Pac-West if U
S WEST undertakes any asbestos control or asbestos abatement
activities that potentially could affect Pac-West equipment or
operations, including, but not limited to, contamination of
equipment.
7.4 Each Party will be solely responsible, at its own expense, for
proper handling, storing, transport and disposal of all (a)
substances or materials that it or its contractors or agents
bring to, create or assume control over at work locations, or
(b) waste resulting therefrom or otherwise generated in
connection with its or its contractors' or agents' activities
at the work locations.
8. Branding
8.1 Where operator, call completion, or director assistance
service is part of the service or service package U S WEST
offers for resale, they should be provided upon request in an
unbranded status at no additional cost, unless U S WEST proves
to the Commission that it lacks the capability to comply
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with the unbranding request. If U S WEST meets its burden of
proof, U S WEST is relieved of its duty to comply with the
request for unbranding(4)
8.2 When Pac-West requests branding as its own service or
unbranding of a service other than operator, call completion,
or directory assistance service, Pac-West shall pay for the
cost of that branding or unbranding, unless U S WEST proves to
the Commission that it lacks the capability to comply with the
unbranding request If U S WEST meets its burden of proof, U S
WEST is relieved of its duty to comply with the request for
branding or unbranding.(5)
8.3 For those services during the provision of which U S WEST
interacts with Pac-West Customers, and which services are the
subject matter of this Agreement, U S WEST shall, at
Pac-West's sole discretion, brand any and all -such services
at all points of subscriber contact exclusively as Pac-West
service, or otherwise as Pac-West may specify, or such service
shall be provided with no brand as Pac-West shall determine,
except as provided below with respect to uniforms and
vehicles. U S WEST may not unreasonably interfere with
branding by Pac-West.(6)
8.4 Branding includes front-end branding, back-end branding, and
unbranding to be determined by Pac-West Pac-West shall have
the option of providing its own branding materials.(7)
8.5 Pac-West shall provide the exclusive interface to Pac-West
subscribers except as Pac-West shall otherwise specify. U S
WEST shall inform Pac-West Customers that resold repair and
maintenance service is being provided on behalf of
Pac-West.(8)
8.6 Except as otherwise specifically provided herein, all forms,
business cards or other business materials furnished by U S
WEST to Pac-West subscribers shall be provided by Pac-West
unless otherwise agreed by Pac-West in its sole discretion, in
which case, any such subscriber materials shall be subject to
Pac-West's prior review and approval.(9)
8.7 U S WEST is not required to remove the U S WEST brand from
services offered by U S WEST to its Customers except as
otherwise required by this Agreement.(10)
8.8 U S WEST will not be required to rebrand uniforms and
vehicles.(11)
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4 Per Recommendations at paces 5-6, Issues 29-32.
5 Per Recommendations at page 6, Issues 29-32.
6 Per Recommendations at page 6, Issues 29-32.
7 Per Recommendations at page 6, Issues 29-32.
8 Per Recommendations at page 6, Issues 29-32.
9 Per Recommendations at page 6, Issues 29-32.
10 Per Recommendations at page 6, Issues 29-32.
11 Per Order at page 21, Issue 30.
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8.9 U S WEST shall inform Pac-West customers that resold repair
and maintenance is being provided on behalf of Pac-West
Pac-West shall prepare the printed material that provides
information about Pac-West's service that U S WEST employees
leave with Pac-West customers in association with repair and
maintenance calls.(12)
8.10 U S WEST shall provide, for Pac-West's review, the methods and
procedures, training and approaches to be used by U S WEST to
assure that LI S WEST meets Pac-West's branding requirements.
8.11 This Section 8 shall confer on U S WEST no rights to the
service marks, trademarks and trade names owned by or used in
connection with services by Pac-West or its Affiliates, except
as expressly permitted by Pac-West.
8.12 At the request of Pac-West and where technically feasible, U S
WEST will rebrand operator services and directory assistance
and announcements in Pac-West's name.(13)
8.13 Until such time as the Commission determines final pricing
pursuant to its cost docket, Pac-West shall pay the actual
costs, if any, of branding or unbranding in accordance with
the Act or Commission orders.(14)
9. Independent Contractor Status
9.1 Nothing contained herein shall constitute the Parties as joint
venturers, partners, employees or agents of one another, and
neither Party shall have the right or power to bind or
obligate the other.
9.2 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 other payroll taxes with respect
to their respective employees, as well as any taxes,
contributions or other obligations imposed by applicable state
unemployment or workers' compensation acts and all other
regulations governing such matters. Each Party has sole
authority and responsibility to hire, fire and otherwise
control its employees.
9.3 Subject to the limitations on liability and except as
otherwise provided in this Agreement, each Party shall be
responsible for (a) 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
(b) the acts of its own Affiliates, employees, agents and
contractors during the performance of that Party's obligations
hereunder. Except for provisions herein expressly authorizing
one Party to act for the other, 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
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12 Per Order at page 21, Issue 30.
13 Per Order at page 21, Issue 30.
14 Per Recommendations at page 7, Issues 29-32.
17
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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, neither Party shall undertake to perform any
obligation of the other Party, whether regulatory or
contractual, or to assume any responsibility for the
management of the other Parry s business.
10. Referenced Documents
10.1 All references to Sections, Exhibits, and Schedules shall be
deemed to be references to Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall
otherwise require. Whenever any provision of this Agreement
refers to a technical reference, technical publication,
Pac-West practice, U S WEST practice, any publication of
telecommunications industry administrative or technical
standards, or any other document specifically incorporated
into this Agreement, it will be deemed to be a reference to
the most recent version or edition (including any amendments,
supplements, addenda, or successors) or such document that is
in effect, and will include the most recent version or edition
(including any amendments, supplements, addenda, or
successors) of each document incorporated by reference in such
a technical reference, technical publication, Pac-West
practice, U S WEST practice, or publication of industry
standards, unless Pac-West elects otherwise.
11. Publicity and Advertising
11.1 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.
12. Executed in Counterparts
12.1 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.
13. Headings Not Controlling
13.1 The headings and numbering of Sections, Parts, Appendices and
Attachments in this Agreement are for convenience only and
shall not be construed to define or limit any of the terms
herein or affect the meaning or interpretation of this
Agreement.
14. Joint Work Product
14.1 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.
15. Survival
15.1 Any liabilities or obligations of a Party for acts or
omissions prior to the cancellation or termination of this
Agreement; any obligation of a Party under the provisions
regarding
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indemnification, confidential information, limitation of
liability, and any other provisions of this Agreement which,
by their terms, are contemplated to survive, or to be
performed after, termination of this Agreement, shall survive
cancellation or termination thereof.
16. Effective Date
16.1 This Agreement shall become effective upon Commission approval
pursuant to Sections 251 and 252 of the Act.(15)
17. Amendment of Agreement
17.1 Except as otherwise provided in this Agreement, no amendment
or waiver of any provision of this Agreement, and no consent
to any default under this Agreement, shall be effective
-unless the same is in writing and signed by an officer of the
Party against whom such amendment, waiver or consent is
claimed. If either Party desires an amendment to this
Agreement during the term of this Agreement, it shall provide
written notice thereof to the other Party describing the
nature of the requested amendment. If the Parties are unable
to agree on the terms of the amendment within thirty (30) days
after the initial request therefor, the Party requesting the
amendment may invoke the dispute resolution process under
Section 27 of this Part A of this Agreement to determine the
terms of any amendment to this Agreement All amendments to
this Agreement will be submitted to the Commission.
18. Indemnification
18.1 Notwithstanding any limitations in remedies contained in this
Agreement, each Party (the "Indemnifying Party") will
indemnify and hold harmless the other Party ("Indemnified
Party") from and against any loss, cost, claim, liability,
damage and expense, including reasonable attorney's fees, to
third parties, relating to or arising out of the libel,
slander, invasion of privacy, misappropriation of a name or
likeness, actual or alleged infringement or other violation or
breach of any patent, copyright, trademark, service mark,
trade name, trade dress, trade secret or any other
intellectual property presently existing or later created.
negligence or willful misconduct by the Indemnifying Party,
its employees, agents, or contractors in the performance of
this Agreement or the failure of the Indemnifying Party to
perform its obligations under this Agreement. In addition, the
Indemnifying Party will, to the extent of its obligations to
indemnify hereunder, defend any action or suit brought by a
third party against the Indemnified Party.
18.2 The Indemnified Party will notify the Indemnifying Party
promptly in writing of any written claim, lawsuit, or demand
by third parties for which the Indemnified Party alleges that
the Indemnifying Party is responsible under this Section 18
and tender the defense of such claim, lawsuit or demand to the
Indemnifying Party. Failure to so notify the Indemnifying
Party shall not relieve the Indemnifying Party of any
liability that the Indemnifying Party might have, except to
the extent that such failure prejudices the Indemnifying
Party's ability to defend such claim.
18.3 The Indemnified Party also will cooperate in every reasonable
manner with the defense or settlement of such claim, demand,
or lawsuit. The Indemnifying Party shall keep the Indemnified
Party reasonably and timely apprised of the status of the
claim, demand or lawsuit The Indemnified Party shall have the
right to retain its own counsel, including in
- ----------
15 Per Approval at page 14, paragraph 2. (This footnote is not applicable to
Pac-West)
19
<PAGE>
house counsel, at its expense, and participate in but not
direct the defense; provided however, that if there are
reasonable defenses in addition to those asserted by the
Indemnifying Party, the Indemnified Party and its counsel may
raise and direct such defenses, which shall be at the expense
of the Indemnifying Party.
18.4 The Indemnifying Party will not be liable under this Section
18 for settlements or compromises by the Indemnified Party of
any claim, demand or lawsuit unless 'the Indemnifying Party
has approved the settlement or compromise in advance or unless
the defense of the claim, demand or lawsuit has been tendered
to the Indemnifying Party in writing and the Indemnifying
Party has failed to timely undertake the defense. 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.
19. Limitation of Liability(16)
19.1 Except as otherwise provided in the indemnity section, no
Party shall be liable to the other Party for any loss, defect
or equipment failure caused by the conduct of the other Party,
the other Party's agents, servants, contractors or others
acting in aid or concert with the other Party.
19.2 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.
19.3 In no event shall either Party have any liability whatsoever
to the other Party for any indirect, special, consequential,
incidental or punitive damages, including but not limited to
loss of anticipated profits or revenue or other economic loss
in connection with or arising from anything said, omitted or
done hereunder (collectively, "Consequential Damages"), even
if the other Party has been advised of the possibility of such
damages; provided, that the foregoing shall not limit a
Party's obligation to indemnify, defend and hold the other
Party harmless against any amounts payable to a third party,
including any losses, costs, fines, penalties, criminal or
civil judgments or settlements, expenses (including attorneys'
fees) and Consequential Damages of such third party. Nothing
contained in this Section 19 shall limit either Party's
liability to the other for (i) willful or intentional
misconduct (including gross negligence); (ii) bodily injury,
death or damage to tangible real or tangible personal property
proximately caused by such party's negligent act or omission
or that of their respective agents, subcontractors or
employees nor shall anything contained in this section limit
the Parties' indemnification obligations, as specified above.
- ----------
(16) Per Recommendations at page 8, Issue 40. Modified per Approval at page 13,
paragraph C.
20
<PAGE>
20. Term of Agreement
20.1 This Agreement shall become effective upon Commission approval
and shall terminate on July 24, 2000 and thereafter shall
continue in force and effect unless and until a new agreement,
addressing all of the terms of this Agreement, becomes
effective between the Parties. The Parties shall commence
negotiations on a new agreement no later than one (1) year
prior to the expiration of the term of this Agreement. Either
Party may request resolution of open issues in accordance with
the provisions of Section 27 of this Part A of this Agreement,
Dispute Resolution, beginning nine (9) months prior to the
expiration of this Agreement. Any disputes regarding the terms
and conditions of the new interconnection agreement shall be
resolved in accordance with Section 27 of this Agreement and
the resulting agreement shall be submitted to the Commission.
This Agreement shall remain in effect until a new
interconnection agreement approved by the Commission has
become effective.
21. Governing Law
21.1 This Agreement shall be governed by and construed in
accordance with the Act and FCC or Commission rules and
regulations, except insofar as state law may control any
aspect of this Agreement, in which case the domestic laws of
the State of Washington, without regard to its conflicts of
laws principles, shall govern.
22. Cancellation Charges
22.1 Except as provided pursuant to a Bona Fide Request, or as
otherwise provided in any applicable tariff or contract
referenced herein, no cancellation charges shall apply.
23. Regulatory Approvals
23.1 This Agreement, and any amendment or modification hereof, will
be submitted to the Commission for approval in accordance with
Section 252 of the Act. In the event any governmental
authority or agency rejects any provision hereof, the Parties
shall negotiate promptly and in good faith such revisions as
may reasonably be required to achieve approval.
23.2 U S WEST shall provide Pac-West a summary describing the
proposed change(s) to each Telecommunications Service which is
available pursuant to this Agreement. U S WEST shall also
provide Pac-West a summary describing the proposed change(s)
of each intrastate and interstate tariff which provides for an
Interconnection, unbundled Network Element or Ancillary
Service that is available pursuant to this Agreement. Such
summaries shall be available through an Internet Web page to
be posted on the Same day the proposed change is filed with
the Commission or the FCC or at least thirty (30) days in
advance of its effective date, whichever is earlier.
23.3 In the event any governmental authority or agency orders U S
WEST to provide any service covered by this Agreement in
accordance with any terms or conditions that individually
differ from one or more corresponding terms or conditions of
this Agreement, Pac-West may elect to amend this Agreement to
reflect any such differing terms or conditions contained in
such decision or order, with effect from the date Pac-West
makes such election. The other services covered by this
Agreement and not covered by such decision or order shall
remain unaffected and shall remain in full force and effect.
21
<PAGE>
23.4 The Parties intend that any additional services requested by
either Party relating to the subject matter of this Agreement
will be incorporated into this Agreement by amendment.
24. Compliance
24.1 Each Party shall comply with all applicable federal, state,
and local laws, rules and regulations applicable to its
performance under this Agreement.
24.2 Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this
Agreement comply with the Communications Law Enforcement Act
of 1994 ("CALEA"). Each Party (the "Indemnifying Party") shall
indemnify and hold the other Party (the "Indemnified Party")
harmless from any and all penalties imposed upon the
Indemnified Party for such noncompliance and shall, at the
Indemnifying Party's sole cost and expense, modify or replace
any equipment facilities or services provided to the
Indemnified Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
24.3 All terms, conditions and operations under this Agreement
shall be performed in accordance with all applicable laws,
regulations and judicial or regulatory decisions of all duly
constituted governmental authorities with appropriate
jurisdiction, and this Agreement shall be implemented
consistent with the FCC Interconnection Order and any
applicable Commission orders. Each Party shall be responsible
for obtaining and keeping in effect all FCC, Commission,
franchise authority and other regulatory approvals that May be
required in connection with the performance of its obligations
under this Agreement. In the event the Act or FCC or
Commission rules and regulations applicable to this Agreement
are held invalid, this Agreement shall survive, and the
Parties shall promptly renegotiate any provisions of this
Agreement which, in the absence of such invalidated Act, rule
or regulation, are insufficiently clear to be effectuated,
violate, or are either required or not required by the new
rule or regulation. During these negotiations, each Party will
continue to provide the same services and elements to each
other as are provided for under this Agreement Provided,
however, that either Party shall give ten (10) Business Days'
notice if it intends to cease any development of any new
element or service that is not at that time being provided
pursuant to this Agreement In the event the Parties cannot
agree on an amendment within thirty (30) days from the date
any such rules, regulations or orders become effective, then
the Parties shall resolve their dispute, including liability
for noncompliance with the new clause or the cost, if any, of
performing activities no longer required by the rule or
regulation during the renegotiation of the new clause under
the applicable procedures set forth in Section 27 herein.
25. Force Majeure
25.1 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, embargoes, epidemics, terrorist acts,
dots, 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. No delay or other failure to perform
shall be excused pursuant to this Section 25 unless such delay
or failure and the consequences thereof are beyond the control
and without the fault or negligence of the Party claiming
excusable delay or other failure to perform. in the event of
any such excused delay in the performance of a Party's
22
<PAGE>
obligation(s) under this Agreement, the due date for the
performance of the original obligation(s) shall be extended by
a term equal to the time lost by reason of the delay. In the
event of such delay, the delaying Party shall perform its
obligations at a performance level no less than that which it
uses for its own operations. 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. In
the event of a labor dispute or strike or work stoppage that
continues for a period in excess of forty-eight (48) hours,
Pac-West may obtain replacement services for those services
affected by such labor dispute or strike or work stoppage, in
which event any liability of Pac-West for the affected
services shall be suspended for the period of the work
stoppage or labor dispute or strike. In the event of such
performance delay or failure by U S WEST, U S WEST agrees to
resume performance in a nondiscriminatory manner and not favor
its own provision of Telecommunications Services above that of
Pac-West.
26. Escalation Procedures
26.1 Pac-West and U S WEST agree to exchange escalation lists which
reflect contact personnel including vice president-level
officers. These lists shall include name, department, title,
phone number, and fax number for each person. Pac-West and U S
WEST agree to exchange up-to-date lists as reasonably
necessary.
27. Dispute Resolution
27.1 If any claim, controversy or dispute between the Parties,
their agents, employees, officers, directors or affiliated
agents ("Dispute") cannot be settled through negotiation, it
may be resolved by arbitration conducted by a single
arbitrator engaged in the practice of law, under the then
current rules of the American Arbitration Association ("AAA").
The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state
law, shall govern the arbitrability of all Disputes. The
arbitrator shall not have authority to award punitive damages.
All expedited procedures prescribed by the AAA rules shall
apply. The arbitrator's award shall be final and binding and
may be entered in any court having jurisdiction thereof and
shall be noticed to the Commission. The arbitrator shall
determine which Party or Parties will bear the costs of
arbitration, including apportionment, if appropriate. The
arbitration shall occur in Seattle, Washington, unless
otherwise agreed to by the Parties, and the governing law
shall be in accordance with Section 21.1 above.
27.2 In the event Pac-West and U S WEST are unable to agree on
certain issues during the term of this Agreement, the Parties
may identify such issues for arbitration before the
Commission. Only those points identified by the Parties for
arbitration will be submitted.
27.3 If a Dispute is submitted to arbitration pursuant to Section
27.1 above, the procedures described in this Section 27.3
shall apply, notwithstanding the then current rules of the
AAA. Discovery shall be controlled by the arbitrator and shall
be permitted to the extent set forth below. Each Party may
submit in writing to a Party, and that Party shall so respond,
to an agreed amount of the following: interrogatories, demands
to produce documents, and requests for admission. Not less
than ten (10) days prior to the arbitration hearing, the
Parties shall exchange witness and exhibit lists. Deposition
discovery shall be controlled by the arbitrator. Additional
discovery may be permitted upon mutual agreement of the
Parties or the determination of the arbitrator. The
arbitration hearing shall be commenced within thirty (30) days
after a demand for arbitration by either Party and shall be
held in Seattle, Washington, unless otherwise agreed to by the
Parties. The arbitrator shall control the scheduling so as to
process the matter expeditiously. The Parties may submit
written briefs. The arbitrator shall rule on
23
<PAGE>
the dispute by issuing a written opinion within seven (7) days
after the close of the hearings. The times specified in this
section may be extended upon mutual agreement of the Parties
or by the arbitrator upon a showing of good cause. The
decision of the arbitrator shall be final and binding upon the
Parties and judgment upon the award rendered by the
arbitrators may be entered in a court having jurisdiction. The
decision shall also be submitted to the Commission.
28. Nondisclosure
28.1 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 (a) furnished by one Party to the
other Party dealing with Customer specific, facility specific,
or usage specific information, other than Customer information
communicated for the purpose of publication of directory
database inclusion, or (b) in written, graphic,
electromagnetic, or other tangible form and marked at the time
of delivery as "Confidential" or "Proprietary", or (c)
declared orally or in writing to the Recipient at the time of
delivery, or by written notice given to the Recipient within
ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary
Information"), shall remain the property of the Discloser. 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.
28.2 Upon request by the Discloser, the Recipient shall return all
tangible copies of Proprietary Information, whether written,
graphic or otherwise, except that the Recipients legal counsel
may retain one (1) copy for archival purposes.
28.3 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.
28.4 Unless otherwise agreed, the obligations of confidentiality
and non-use set forth in this Agreement do not apply to
Proprietary Information that:
28.4.1 was, at the time of receipt, already known to the
Recipient free of any obligation to keep it
confidential evidenced by written records prepared
prior to delivery by the Discloser
28.4.2 is or becomes publicly known through no wrongful act
of the Recipient;
28.4.3 is rightfully received from a third person having no
direct or indirect secrecy or confidentiality
obligation to the Discloser with respect to such
information;
28.4.4 is independently developed by an employee, agent, or
contractor of the Recipient which individual is not
involved in any manner with the provision of services
pursuant to this Agreement and does not have any
direct or indirect access to the Proprietary
Information;
28.4.5 is approved for release by written authorization of
the Discloser, or
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28.4.6 is required by law, a court, or governmental agency,
provided that the Discloser has been notified of the
requirement promptly after the Recipient becomes
aware of the requirement, subject to the right of the
Discloser to seek a protective order as provided in
Section 28.5 below.
28.5 For a period of ten (10) years from receipt of Proprietary
Information, the Recipient shall (a) use it only for the
purpose of performing under this Agreement, (b) hold it in
confidence and disclose it only to employees, authorized
contractors and authorized agents who have a need to know it
in order to perform under this Agreement, and (c) safeguard it
from unauthorized use or disclosure using no less than the
degree of care with which the Recipient safeguards its own
Proprietary Information. Any authorized contractor or agent to
whom Proprietary Information is provided must have executed a
written agreement comparable in scope to the terms of this
Section. Notwithstanding the foregoing, each Party shall
provide advance notice of three (3) Business Days to the other
before providing Proprietary Information to a governmental
authority and the Parties shall cooperate with -each other in
attempting to obtain a suitable protective order. The
Recipient agrees to comply with any protective order that
covers the Proprietary Information to be disclosed.
28.6 Each Party agrees that the Discloser would be irreparably
injured by a breach of this Section 28 by the Recipient or its
representatives and that the Discloser shall be entitled to
seek equitable relief, including injunctive relief and
specific performance, in the event of any breach of this
Section 28. Such remedies shall not be exclusive but shall be
in addition to all other remedies available at law or in
equity.
28.7 Customer Proprietary Network Information ("CPNI") related to
either Party's subscribers obtained by virtue of Local
Interconnection or any other service provided under this
Agreement shall be the Discloser's Proprietary Information and
may not be used by the Recipient for any purpose except
performance of its obligations under this Agreement, and in
connection with such performance, shall be disclosed only to
employees, authorized contractors and authorized agents with a
need to know, unless the subscriber expressly directs the
Discloser to disclose such information to the Recipient
pursuant to the requirements of Section 222(c)(2) of the Act
If the Recipient seeks and obtains written approval to use or
disclose such CPNI from the Discloser, such approval shall be
obtained only in compliance with Section 222(c)(2) and, in the
event such authorization is obtained, the Recipient may use or
disclose only such information as the Discloser provides
pursuant to such authorization and may not use information
that the Recipient has otherwise obtained, directly or
indirectly, in connection with its performance under this
Agreement(17)
28.8 Except as otherwise expressly provided in this Section 28,
nothing herein shall be construed as limiting the rights of
either Party with respect to its subscriber information under
any applicable law, including, without limitation, Section 222
of the Act.
28.9 Effective Date Of This Section. Notwithstanding any other
provision of this Agreement, the Proprietary Information
provisions of this Agreement shall apply to all Proprietary
Information furnished by either Party with a claim of
confidentiality or proprietary nature at any time.
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(17) Per Order at pages 23-24, Issue 41.
25
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29. Notices
29.1 Except as otherwise provided herein, all notices or other
communication hereunder shall be deemed to have been duly
given when made in writing and delivered in person or
deposited in the United States mail, certified mail, postage
prepaid, return receipt requested, or delivered by prepaid
overnight express mail, and addressed as follows:
To Pac-West: Pac-West Telecomm, Inc.
4210 Coronado Avenue
Stockton, CA 94204
To U S WEST: U S WEST
Director-interconnection Compliance
1801 California, Room 2410
Denver, Colorado 80202
Copy to: USWC Law Dept, General Counsel
1801 California Street, Room 5100
Denver, Colorado 80202
29.2 If personal delivery is selected to give notice, a receipt of
such delivery shall be obtained. The address to which notices
or communications may be given to either Party may be changed
by written notice given by such Party to the other pursuant to
this Section 29.
30. Assignment
30.1 Neither Party may assign, transfer (whether by operation of
law or otherwise) or delegate this Agreement (or any rights or
obligations hereunder) to a third party without the prior
written consent of the other Party, which consent shall not be
unreasonably withheld, provided that each Party may assign
this Agreement to an Affiliate or an entity under its common
control or an entity acquiring ail 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 under the
provisions of this Section 30 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. No assignment or delegation
hereof shall relieve the assignor of its obligations under
this Agreement.
30.2 If any obligation of U S WEST under this Agreement is
performed by a subcontractor or Affiliate, U S WEST shall
remain fully responsible for the performance of this Agreement
in accordance with its terms and U S WEST shall be solely
responsible for payments due to its subcontractors.
30.3 If any obligation of Pac-West under this Agreement is
performed by a subcontractor or Affiliate, Pac-West shall
remain fully responsible for the performance of this Agreement
in accordance with its terms, and Pac-West shall be solely
responsible for payments due to its subcontractors.
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31. Warranties
31.1 U S WEST shall conduct ail activities and interfaces which are
provided for under this Agreement with Pac-West Customers in a
carrier-neutral, nondiscriminatory manner.
31.2 U S WEST warrants that it has provided, and during the term of
this Agreement it will continue to provide, to Pac-West true
and complete copies of all material agreements effect between
U S WEST and any third party (including Affiliates) providing
any services to Pac-West on behalf of or under contract to U S
WEST in connection with U S WEST's performance of this
Agreement, or from whom U S WEST has obtained licenses or o
rights used by U S WEST to perform its obligations under this
Agreement, provided, however, that U S WEST may provide such
agreements under appropriate protective
32. Default
32.1 In the event of a breach of any material provision of this
Agreement by either Party, the non-breaching Party shall give
the breaching Party and the Commission written notice thereof,
and:
32.1.1 if such material breach is for non-payment of amounts
due hereunder pursuant to this Agreement, the
breaching Party shall cure such breach within thirty
(30) calendar days of receiving such notice. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such
breach. Amounts disputed in good faith and withheld
or set off shall not be deemed "amounts due
hereunder" for the purpose of this provision.
32.1.2 if such material breach is for any failure to perform
in accordance with this Agreement, which, in the sole
judgment of the non-breaching Party, adversely
affects the non-breaching Party's subscribers, the
non-breaching Party shall give notice of the breach
and the breaching Party shall cure such breach to the
nonbreaching Party's reasonable satisfaction within
ten (10) Business Days or within a period of time
equivalent to the applicable interval required by
this Agreement whichever is shorter. If the breaching
Party does not cure such breach within the applicable
time period, the non-breaching Party may, at its sole
option, terminate this Agreement, or any parts
hereof. The non-breaching Party shall be entitled to
pursue all available legal and equitable remedies for
such breach. Notice under this Subsection 32.1.2 may
be given electronically or by facsimile, provided
that a hard copy or original of such notice is sent
by overnight delivery service.
32.1.3 if such material breach is for any other failure to
perform in accordance with this Agreement, the
breaching Party shall cure such breach to the
non-breaching Party's reasonable satisfaction within
forty-five (45) calendar days, and, if it does not,
the non-breaching Party may, at its sole option,
terminate this Agreement, or any parts hereof. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such
breach.
32.2 Pac-West may terminate this Agreement in whole at any time
only for cause upon sixty (60) calendar days' prior written
notice. Pac-West's sole liability shall be payment of amounts
due for services provided or obligations assumed up to the
date of termination.
32.3 In the event of any termination under this Section 32, U S
WEST and Pac-West agree to cooperate to provide for an
uninterrupted transition of services to Pac-West or another
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vendor designated by Pac-West to the extent that U S WEST has
the ability to provide such cooperation.
32.4 Notwithstanding any termination hereof, the Parties shall
continue to comply with their obligations under the Act.
33. Remedies
33.1 In the event U S WEST fails to switch a subscriber to Pac-West
service as provided in this Agreement, U S WEST shall
reimburse Pac-West in an amount equal to all fees paid by such
subscriber to U S WEST for such failed-to-be-transferred
services from the time of such failure to switch to the time
at which the subscriber switch is accomplished. This remedy
shall be in addition to all other remedies available to
Pac-West under this Agreement or otherwise available.
33.2 All rights of termination, cancellation or other remedies
prescribed in this Agreement, or otherwise available, are
cumulative and are not intended to be exclusive of other
remedies to which the injured Party may be entitled at law or
equity in case of any breach or threatened breach by the other
Party of any provision of this Agreement. Use of one or more
remedies shall not bar use of any other remedy for the purpose
of enforcing the provisions of this Agreement.
34. Waivers
34.1 No waiver of any provisions of this Agreement and no consent
to any default under this Agreement shall be effective unless
the same shall be in writing and properly executed by or on
behalf of the Party against whom such waiver or consent is
claimed.
34.2 No course of dealing or failure of either Party to strictly
enforce any term, right, or condition of this Agreement in any
instance shall be construed as a general waiver or
relinquishment of such term, right or condition.
34.3 Waiver by either Party of any default or breach by the other
Party shall not be deemed a waiver of any other default or
breach.
34.4 By entering into this Agreement, neither Party waives any
right granted to it pursuant to the Act.
35. No Third Party Beneficiaries
35.1 The provisions of this Agreement are for the benefit of the
Parties hereto and not for any other Person; provided,
however, that this shall not be construed to prevent Pac-West
from providing its Telecommunications Services to other
carriers. This Agreement shall not provide any Person not a
Party hereto with any remedy, claim, liability, reimbursement,
claim of action, or other right in excess of those existing
without reference hereto. 36.Physical Security
36.1 U S WEST shall exercise the same degree of care to prevent
harm or damage to Pac-West or its employees, agents or
subscribers, or property as U S WEST provides itself. Pac-West
shall exercise the same degree of care to ensure the security
of its equipment physically collocated within U S WEST's space
as Pac-West provides such security to itself.
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36.1.1 U S WEST will restrict access to approved personnel
to U S WEST's buildings. Pac-West is responsible for
the action of its employees and other authorized
non-Pac-West personnel; U S WEST is responsible for
the action of its employees and other authorized
non-U S WEST personnel.
36.1.2 U S WEST will furnish to Pac-West the current name(s)
and telephone number(s) of those central office
supervisor(s) where a physical collocation
arrangement exists. The central office supervisor(s)
will be the only U S WEST employee(s) with access to
Pac-West collocation space.
36.1.3 U S WEST will comply at all times with U S WEST
security and safety procedures at the individual
central office locations where Pac-West has physical
collocation arrangements. The Parties will cooperate
to analyze security procedures of each company to
evaluate ways in which security procedures of US WEST
may be enhanced.
36.1.4 U S WEST will allow Pac-West to inspect or observe
its physical spaces which house or contain Pac-West
equipment or equipment enclosures at any time upon
completion of the physical collocation quotation.
Upon completion of the build out of the physical
space, U S WEST will furnish Pac-West with all keys,
entry codes, lock combinations, or other materials or
information which may be needed to gain entry via
direct access to Pac-West's physical space.
36.1.5 U S WEST agrees to logically partition any U S WEST
owned access device systems, whether biometric or
card reader, or types which are encoded identically
or mechanical coded locks on external and or internal
doors to spaces which house Pac-West equipment
36.1.6 U S WEST agrees to limit the keys used in its keying
systems for spaces which contain Pac-West equipment
to the U S WEST supervisor for the specific facility
to emergency access only. Pac-West shall further have
the right to change locks where deemed necessary for
the protection and security of its physical spaces
and will provide the U S WEST supervisor with the
current key.
36.1.8 U S WEST shall control unauthorized access from
passenger and freight elevators, elevator lobbies and
spaces which contain or house Pac-West equipment or
equipment space in the same manner as U S WEST
provides such control for itself.
36.1.9 U S WEST will provide notification to designated
Pac-West personnel to indicate an actual or attempted
security breach of Pac-West physical space in the
same time frame as U S WEST provides such
notification to itself.
37. Network Security
37.1 U S WEST shall provide an appropriate and sufficient back-up
and recovery plan to be used in the event of a system failure
or emergency.
37.2 U S WEST shall install controls to (a) disconnect a user for a
pre-determined period of inactivity on authorized ports; (b)
protect subscriber proprietary information; and (c) ensure
both ongoing operational and update integrity.
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37.3 Each Party shall be responsible for the security arrangements
on its side of the network to the Point of Interconnection.
The Parties shall jointly cooperate to analyze network
security procedures and cooperate to ensure the systems,
access and devices are appropriately secured and compatible.
38. Revenue Protection
38.1 U S WEST shall make available to Pac-West all present and
future fraud prevention or revenue protection features that U
S WEST provides to itself or others. These features include,
but are not limited to, operator screening codes, call
blocking of domestic, international blocking for business and
residence, 900, NPA-976, and specific line numbers. U S WEST
shall additionally provide partitioned access to fraud
prevention, detection and control functionality within
pertinent Operations Support Systems ("OSS") which include,
but are not limited to, Line Information Data Base Fraud
monitoring systems.
38.2 Uncollectible or unbillable revenues resulting from, but not
confined to, provisioning, maintenance, or signal network
routing errors shall be the responsibility of the Party
causing such error.
38.3 Uncollectible or unbillable revenues resulting from the
accidental or malicious alteration of software underlying
Network Elements or their subtending operational support
systems by unauthorized third parties shall be the
responsibility of the Party having administrative control of
access to said Network Element or operational support system
software.
38.4 Each Party shall be responsible for any uncollectible or
unbillable revenues resulting from the unauthorized use of
facilities under its control or services it provides,
including clip-on fraud.
38.5 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
39. Law Enforcement Interface
39.1 U S WEST shall provide all necessary assistance to facilitate
the execution of wiretap or dialed number recorder orders from
law enforcement authorities.
40. Collocation
40.1 General Description
40.1.1 Collocation is the right of Pac-West to obtain
dedicated space in U S WEST Local Serving Office
(LSO) or other U S WEST locations, including, but not
limited to, U S WEST serving wire center and tandem
offices, as well as all buildings or similar
structures owned or leased by U S WEST, whether or
not an public rights-of-way, that house U S WEST
network facilities, including, but not limited to,
vaults containing loop concentrators or similar
structures, and the right to place equipment in such
spaces for the purposes of interconnection with U S
WEST's network or access to U S WEST's unbundled
Network Elements. Collocation also includes U S WEST
30
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providing resources necessary for the operation and
economical use of collocated equipment.
40.1.2 Collocation is offered for network interconnection
between the Parties, Pac-West may cross connect to
other collocated parties via facilities provided by U
S WEST, provided that Pac-West's collocated equipment
is also used for interconnection with U S WEST or
access to U S WEST's unbundled Network Elements.
40.1.3 Pac-West is responsible for bringing its own or
leased facilities to the U S WEST designated Point of
Interface ("POI"). U S WEST will extend Pac-West s
facilities from the POI to the cable vault within the
wire center. If necessary, U S WEST may bring the
facilities into compliance with U S WEST internal
fire code standards and extend the facilities to the
collocated space.
40.1.4 Pac-West will be provided two (2) points of entry into
the U S WEST wire center only when there are at least
two (2) existing entry points for U S WEST cable and
when there are vacant entrance ducts in both.
40.1.5 Pac-West may collocate transmission equipment
(including Digital Cross Connect Systems and Remote
Switching Units (RSUs)) to terminate basic
transmission facilities, but Pac-West shall not use
physically collocated equipment to avoid payment of
access charges.(18) Pac-West must identify what
equipment will be installed, to allow for U S WEST to
use this information in engineering the power, floor
loading, heat release, environmental participant
level, and HVAC.
40.1.6 Pac-West may collocate the amount and type of
equipment it deems necessary in its collocated space
in accordance with FCC rules and regulations.(19) U S
WEST shall not restrict the types of equipment to be
installed except as U S WEST may demonstrate to the
Commission that a particular request is not practical
for technical or space reasons.(20)
40.1.7 Expanded Interconnection Channel Termination (EICT).
Telecommunications Interconnection between Pac-West's
collocated equipment and U S WEST's network may be
accomplished via an Expanded Interconnection Channel
Termination (EICT). This element can be at the DS-3,
DS-1, DS-0, or any other technically feasible level,
subject to network disclosure requirements of the FCC,
depending on the U S WEST service to which it is
connected. The terms and conditions of the tariff for
EICT are incorporated only to the extent that they are
agreed to by the Parties. Within ninety (90) days (or
other acceptable time agreed to by the Parties) of the
Effective Date of this Agreement, the Parties will
meet to review the tariff and seek resolution on
disagreed items.
40.1.8 Consistent with U S WEST's internal practice, within
ten (10) Business Days of Pac-West's request for any
space, U S WEST shall provide information available to
it regarding the environmental conditions of the space
provided for placement of equipment and
interconnection, including, but not limited to, the
existence and
- ----------
18 Per Order at paces 5-6, Issue 9(a) and per Approval at page 13, paragraph A.
19 Per Order at pages 5-6, Issue 9(a).
20 Per Order at page 7, Issue 10.
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condition of asbestos, lead paint, hazardous substance
contamination, or radon. Information is considered
"available" under this Agreement if it is in U S
WEST's possession or files, or the possession of an
agent, contractor, employee. lessor, or tenant of U S
WEST's that holds such information on U S WEST's
behalf.
40.1.9 U S WEST shall allow Pac-West to perform any
environmental site investigations, including, but not
limited to, asbestos surveys, which Pac-West deems to
be necessary in support of its collocation needs.
Pac-West shall advise U S WEST in writing of its
intent to conduct such investigation, and shall
receive written approval from 6 S WEST to proceed.
Pac-West shall indemnify U S WEST according to Section
18 of this Part A of this Agreement for any loss or
claim for damage suffered by U S WEST as a result of
Pac-West's actions during any site inspection.
40.1.10 If the space provided for the placement of equipment,
Interconnection, or provision of service contains
environmental contamination or hazardous material,
particularly, but not limited to, asbestos, lead paint
or radon, which makes the placement of such equipment
or Interconnect:ion hazardous, U S WEST shall offer an
alternative space, if available, for Pac-West s
consideration.
40.2 Virtual Collocation
40.2.1 U S WEST 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.
40.2.2 Upon mutual agreement Pac-West will have physical
access to the U S WEST wire center building pursuant
to a virtual collocation arrangement.
40.2.3 Pac-West will be responsible for obtaining and
providing to U S WEST administrative codes, e.g.,
common language codes, for all equipment specified by
Pac-West and installed in wire center buildings.
40.2.4 Pac-West will be responsible for payment of training
of U S WEST employees for the maintenance, operation
and installation of Pac-West's virtually collocated
equipment when that equipment is different than the
equipment used by U S WEST. Training conditions are
further described in Section 40.4.3 of this Part A of
this Agreement, Virtual Collocation Rate Elements.
40.2.5 Pac-West will be responsible for payment of reasonable
charges incurred as a result of agreed upon
maintenance and/or repair of Pac-West's virtually
collocated equipment
40-2.6 U S WEST does not guarantee the reliability of
Pac-West's virtually collocated equipment, but U S
WEST is responsible for proper installation,
maintenance and repair of such equipment including the
change out of electronic cards provided by Pac-West
40-2.7 Pac-West is responsible for ensuring the functionality
and interoperability of virtually collocated SONET
equipment provided by different manufacturers.
40-2.8 Pac-West, as bailor, will transfer possession of
Pac-West's virtually collocated equipment to U S WEST,
as bailee, for the sole purpose of providing U S WEST
with the ability to install, maintain and repair
Pac-West's virtually collocated
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equipment. Title to the Pac-West virtually collocated
equipment shall not pass to U S WEST.
40.2.9 Pac-West shall ensure that upon receipt by U S WEST of
Pac-West's virtually collocated equipment, Pac-West
will make available all access to ongoing technical
support to U S WEST, as available under the equipment
warranty or other terms and conditions, all at
Pac-West's expense. Pac-West shall advise the
manufacturer and seller of the virtually collocated
equipment that it will be installed, maintained and
repaired by U S WEST.
40.2.10 Pac-West's virtually collocated equipment must comply
with the Bellcore Network Equipment Building System
(NEBS) Generic Equipment Requirements TR-NWT-000063,
electromagnetic compatibility (EMC) per GR-1 089-CORE,
Company wire center environmental and transmission
standards and any statutory (local, state or federal)
and/or regulatory requirements, all of the foregoing
which may be in effect at the time of equipment
installation or which may subsequently become
effective. Pac-West shall provide U S WEST interface
specifications (e.g., electrical, functional, physical
and software) of Pac-West's virtually collocated
equipment.
40.2.11 Pac-West must specify all software options and
associated plug-ins for its virtually collocated
equipment.
40.2.12 Pac-West is responsible for purchasing and maintaining
a supply of spares. Upon failure of the Pac-West
virtually collocated equipment, Pac-West is
responsible for transportation and delivery of
maintenance spares to U S WEST at the wire center
housing the failed equipment.
40.2.13 Where Pac-West is virtually collocated in a premises
which was initially prepared for virtual collocation,
Pac-West may elect to retain its virtual collocation
in that premises and expand that virtual collocation
according to the rates, terms and conditions of this
Agreement.
40.3 Physical Collocation
40.3.1 U S WEST shall provide to Pac-West physical
collocation of equipment necessary for Interconnection
or for access to unbundled Network Elements, except
that U S WEST shall provide for virtual collocation
where space is available or expansion or rearrangement
is possible if U S WEST 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 Pac-West
shall pay a prorated amount for expansion of said
space. U S WEST 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 Commission subject to the rates, terms and
conditions of this Agreement.
40.3.1.1 U S WEST shall permit Pac-West to use vendors
for all required engineering and installation services
associated with its collocated equipment which are
being collocated by Pac-West pursuant to this
Agreement. Within one hundred and twenty (120) days
after the Effective Date of this Agreement, U S WEST
and Pac-West shall compose and agree on a list of
approved vendors and/or agree on minimum
qualifications for
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such contractors consistent with industry standards,
such agreement not to be unreasonably withheld. In the
event such agreement cannot be reached and the dispute
resolution process outlined in Section 27 above has
not concluded on the issue of approved vendors, the
list of approved vendors maintained by U S WEST as of
the Effective Date of this Agreement shall be the
default list until the conclusion of the dispute
resolution process.(21)
40.3.2 Where Pac-West is virtually collocated in a premises
which was initially prepared for virtual collocation,
Pac-West may elect, unless it is not practical for
technical reasons or because of space limitations, to
convert its virtual collocation to physical
collocation at such premises in which case Pac-West
shall coordinate the construction and rearrangement
with U S WEST of its equipment (I DLC and
transmission) and circuits for which Pac-West shall
pay U S WEST at applicable rates, and pursuant to the
other terms and conditions in this Agreement. In
addition, all applicable physical collocation
recurring charges shall apply.
40.3.3 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 equipment located within the space rented
from U S WEST.
40.3.4 Pac-West must use leased space as soon as reasonably
possible and may not warehouse space for later use or
sublease to another provider. Physical collocation is
offered on a space-available, first-come, first-served
basis.
40.3.5 The minimum standard leasable amount of floor space is
one hundred (100) square feet Pac-West must efficiently
use the leased space and no more than fifty percent
(50%) of the floor space may be used for storage
cabinets and work surfaces. Pac-West and U S WEST may
negotiate other storage arrangements on a case-by-case
basis. Pac-West may store spares within its collocated
space.(22)
40.3.6 Pac-West's leased floor space will be separated from
other competitive providers and U S WEST space through
cages or hard walls. Pac-West may elect to have U S
WEST construct the cage, or choose from U S WEST
approved contractors to construct the cage, meeting U S
WEST's installation Technical Publication 77350. Any
deviation to Pac-West's request must be approved.
40.3.7 The following standard features will be provided by U S
WEST:
(a) Heating, ventilation and air conditioning.
(b) Smoke/fire detection and any other building
code requirement.
40.3.8 U S WEST Responsibilities
(a) Design the floor space within each location
which will constitute Pac-West's leased space.
- ----------
21 Per Order at page 6, Issue 9(c).
22 Per Order, at page 8, Issue 10(a).
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(b) Ensure that the necessary construction work is
performed on a timely basis to build
Pac-West's leased physical space and the riser
from the vault to the leased physical space.
(c) Develop a quotation specific to Pac-West's
request.
(d) Extend U S WEST-provided and owned fiber
optic, copper or coaxial(23) cable, whichever
is most efficient, from the POI through the
cable Vault and extend the cable to Pac-West's
leased physical space or place the cable in
fire retardant tubing prior to extension to
Pac-West's leased physical space.
(e) Installation and maintenance and all related
activity necessary to provide Channel
Termination between U S WEST's and Pac-West's
equipment.
(f) Work cooperatively with Pac-West in matters of
joint testing and maintenance.
40.3.9 Pac-West Responsibilities
(a) Determine the type of enclosure for the
physical space.
(b) Procure, install and maintain fiber optic,
copper or coaxial(24) 124 facilities up to the
U S WEST designated POI.
(c) Provide for installation, maintenance, repair
and service of all Pac-West's equipment
located in the leased physical space.
(d) Ensure that all equipment installed by
Pac-West complies with Bellcore Network
Equipment Building System Generic Equipment
requirements, U S WEST environmental and
transmission standards, and any statutory
(local, state or federal) or regulatory
requirements in effect at the time of
equipment installation or that subsequently
become effective.
40.3.10 The installation of any Interconnection service will
be coordinated between the Parties so that Pac-West
may utilize those services once Pac-West has accepted
its leased physical space.
40.3.11 If, at any time, U S WEST reasonably determines that
the equipment or the installation does not meet
standard industry requirements, such failure being due
to actions of Pac-West or its agents, 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 thirty (30) calendar days or
as soon as reasonably practical after the receipt of
written notice of non-compliance, U S WEST may have
the equipment removed or the condition corrected at
Pac-West's expense.
40.3.12 If, during installation, U S WEST reasonably
determines that Pac-West activities or equipment are
unsafe, non-industry standard or in violation of any
applicable laws
- ----------
23 Per Order at page 8, Issue 1 0(a).
24 Per Order at page 8, Issue 1 0(a).
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or regulations, U S WEST has the right to stop work
until the situation is remedied. If such conditions
pose an immediate threat to the safety of personnel.
interfere with the performance of U S WEST's service
obligations, or pose an immediate threat to the
physical integrity of the conduit system or the cable
facilities, U S WEST may perform such work and/or take
action as is necessary to correct the condition at
Pac-West's expense.
40.3.13 U S WEST shall provide basic telephone service with a
connection jack as requested by Pac-West from U S WEST
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 U S
WEST.
40.3.14 Where available, U S WEST 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.
40.3.15 U S WEST shall provide Pac-West with written notice
five (5) Business Days prior to those instances where U
S WEST or its subcontractors may be performing work
that could reasonably potentially affect Pac-West's
service. U S WEST will make reasonable efforts to
inform Pac-West by telephone of any emergency related
activity prior to the start of the activity that U S
WEST 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.
40.3.16 U S WEST shall provide information regarding the
location, type, and cable termination requirements
(i.e., connector type, number and type of pairs, and
naming convention) for U S WEST point of termination to
Pac-West within five (5) Business Days of Pac-West's
acceptance of U S WEST's quote for collocated space.
40.3.17 U S WEST shall provide the dimensions for Pac-West
outside plant fiber ingress and egress into Pac-West
collocated space within five (5) Business Days of
Pac-West's acceptance of U S WEST's quote for
collocated space.
40.3.18 U S WEST shall provide the sizes and number of power
feeders for the collocated space to Pac-West within ten
(10) Business Days of Pac-West's acceptance of U S
WEST's quote for collocated space.
40.3.19 U S WEST 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.
40.3.20 Pac-West shall be compensated by U S WEST in accordance
for any delays in the negotiated completion and
turnover dates which create expenditures or delays for
Pac-West.(25)
40.3.21 With the exception of Subparagraph (b) below, U S WEST
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:
- ----------
25 Per Order at page 8, Issue 1 0(a).
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(a) additional work restriction guidelines.
(b) U S WEST or industry technical publication guidelines
that impact the design of U S WEST collocated equipment,
unless such documents are already in the possession of
Pac-West. The following U S WEST Technical Publications
provide information regarding central office equipment
and collocation guidelines:
77350 Central Office Telecommunications Equipment
Installation and Removal Guidelines
77351 Central Office Telecommunications Equipment
Engineering Standards
77355 Grounding - Central Office and Remote
Equipment Environment
77386 Expanded Interconnection and Collocation
for Private Line Transport and Switched
Access Services
Pac-West may obtain the above documents from:
Faison Office Products Company
3251 Revere St., Suite 200
Aurora, Colorado 80011
(303) 340-3672
(c) appropriate U S WEST contacts (names and telephone
numbers) for the following areas:
Engineering
Physical & Logical Security
Provisioning
Billing
Operations
Site and Building Managers
Environmental and Safety
(d) escalation process for the U S WEST employees (names,
telephone numbers and the escalation order) for any
disputes or problems that might arise pursuant to
Pac-West's collocation.
40.3.22 Power as referenced in this Agreement refers to any electrical
power source supplied by U S WEST for Pac-West equipment. U S WEST
will supply power to support Pac-West equipment at equipment
specific DC and AC voltages. At a minimum, U S WEST shall supply
power to Pac-West at parity with that provided by U S WEST to
itself. If U S WEST performance, availability or restoration falls
Is below industry standards, U S WEST shall bring itself into
compliance with such industry standards as soon as technologically
feasible.
(a) Central office power supplied by U S WEST into the
Pac-West equipment area, shall be supplied in the form of
power feeders (cables) on cable racking into the
designated Pac-West equipment area. The power feeders
(cables) shall efficiently and economically support the
requested quantity and capacity of Pac-West equipment.
The termination location shall be mutually agreed upon by
the Parties.
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(b) U S WEST power equipment supporting
Pac-West's equipment shall:
i. comply with applicable industry
standards (e.g., Bellcore. NEBS,
IEEE, UL, and NEC) or
manufacturer's equipment power
requirement specifications for
equipment installation, cabling
practices, and physical equipment
layout:
ii. have redundant power feeds with
physical diversity and battery
back-up as required by the
equipment manufacturer's
specifications for Pac-West
equipment, or, at minimum, at panty
with that provided for similar U S
WEST equipment at that location;
iii. provide central office ground,
connected to a ground electrode
located within the Pac-West
collocated space, at a level above
the top of Pac-West equipment plus
or minus two (2) feet to the left
or right of Pac-West's final
request;
iv. provide an installation sequence
and access that will allow
installation efforts in parallel
without jeopardizing personnel
safety or existing services of
either Party;
v. provide cabling that adheres to
Bell Communication Research
(Bellcore) Network
Equipment-Building System (NEBS)
standards TR-EOP-000063;
vi. provide Lock Out-Tag Out and other
electrical safety procedures and
devices in conformance with the
most stringent of OSHA or industry
guidelines; and
vii. ensure that installed equipment
meets Bellcore specifications.
40.4 Collocation Rate Elements
40.4.1 Common Rate Elements
The following rate elements are common to both
virtual and physical collocation:
(a) Quote Preparation Fee. This covers the work
involved in developing a quotation for
Pac-West for the total costs involved in its
collocation request
(b) Entrance Facility. Provides for fiber optic
cable on a per two (2) fiber increment basis
from the point of interconnection utilizing
U S WEST owned, conventional single mode
type of fiber optic cable to the collocated
equipment (for virtual collocation) or to
the leased space (for physical collocation).
Entrance facility includes riser, fiber
placement, entrance closure,
conduit/innerduct, and core drilling.
(c) Cable Splicing. Represents the labor and
equipment to perform a subsequent splice to
the Pac-West provided fiber optic cable
after the initial installation splice.
Includes a per-setup and a per-fiber-spliced
rate elements.
(d) 48 Volt Power. Provides 48 volt power to the
Pac-West collocated equipment. Charged on a
per ampere basis.
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(e) 48 Volt Power Cable. Provides for the
transmission of -48 Volt DC power to the
collocated equipment. It includes
engineering, furnishing and installing the
main distribution bay power breaker,
associated power cable, cable rack and local
power bay to the closest power distribution
bay. it also includes the power cable
(feeders) A and B from the local power
distribution bay to the leased physical
space (for physical collocation) or to the
collocated equipment (for virtual
collocation).
(f) Inspector Labor. Provides for the U S WEST
qualified personnel necessary when Pac-West
requires access to the POI 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 (4) hours. Maintenance Labor,
Inspector Labor, Engineering Labor and
Equipment Labor business hours are
considered to be Monday through Friday, 8:00
am to 5:00 pm and after business hours are
after 5:00 pm and before 8:00 am, Monday
through Friday, all day Saturday, Sunday and
holidays.
(g) 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 U
S WEST network is of sufficient length to
require regeneration.
(h) U S WEST will provide external
synchronization when available.
(i) U S WEST will provide 20 hertz ringing
supply when available.
40.4.2 Physical Collocation Rate Elements
The following rate elements apply only to physical
collocation arrangements:
(a) Enclosure Buildout. The Enclosure Buildout
element, either cage or hardwall, includes
the material and labor to construct the
enclosure specified by Pac-West or Pac-West
may choose from U S WEST-approved
contractors to construct the cage, meeting
U S WEST's installation Technical
Publication 77350. It includes the enclosure
(cage or hardwall), air conditioning (to
support Pac-West loads specified), lighting
(not to exceed 2 watts per square foot), and
convenience outlets (3 per cage or the
number required by building code for the
hardwall enclosure). It also provides for
humidification, if required. Pricing for
Enclosure Buildout will be provided on an
individual case basis ("ICB") due to the
uniqueness of Pac-West's requirements,
central office structure and arrangements.
(b) Floor Space Rental. This element provides
for the rental of the floor space provided
to Pac-West pursuant to physical collocation
arrangement.
40.4.3 Virtual Collocation Rate Elements
The following rate elements apply only to virtual
collocation arrangements:
(a) Maintenance Labor. Provides for the labor
necessary for repair of out of service
and/or service-affecting conditions and
preventative maintenance of the Pac-West
virtually collocated equipment. Pac-West is
responsible for
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ordering maintenance spares. U S WEST 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
of four (4) hours. Maintenance Labor, Inspector
Labor, Engineering Labor and Equipment Labor
business hours are considered to be Monday through
Friday, 8:00 am to 5:00 pm and after business hours
are after 5:00 pm and before 8:00 am, Monday through
Friday, all day Saturday, Sunday and holidays.
(b) Training Labor. Provides for the billing of
vendor-provided training for U S WEST personnel on a
metropolitan service area basis, necessary for
Pac-West virtually collocated equipment which is
different from equipment used by U S WEST. U S WEST
will require three (3) U S WEST employees to be
trained per metropolitan service area in which the
Pac-West virtually collocated equipment is located.
If, by an act of U S WEST, trained employees are
relocated, retired, or are no longer available, U S
WEST will not require Pac-West to provide training
for additional U S WEST employees for the same
virtually collocated equipment in the same
metropolitan area. Fifty percent (50%) of the amount
of training billed to Pac-West will be refunded to
Pac-West, should a second collocator or U S WEST in
the same metropolitan area select the same virtually
collocated equipment as Pac-West. The second
collocator or U S WEST will be charged one half of
the original amount paid by Pac-West for the same
metropolitan area.
(c) Equipment Bay. Provides mounting space for the
Pac-West virtually collocated equipment. Each bay
includes the seven (7) foot bay, its installation,
and all necessary environmental supports. Mounting
space on the bay, including space for the fuse panel
and air gaps necessary for heat dissipation is
limited to 78 inches. The monthly rate is applied per
shelf.
(d) Engineering Labor. Provides the planning and
engineering of the Pac-West virtually collocated
equipment at the time of installation, change or
removal.
(e) Installation Labor. Provides for the installation,
change or removal of the Pac-West virtually
collocated equipment.
40.5 Collocation Installation Intervals
40.5.1 U S WEST shall have a period of thirty (30) calendar days
after receipt by Pac-West of a Request for Collocation to
provide Pac-West with a written quotation containing all
nonrecurring charges and fees for the requested collocation
(the "Quotation Preparation Period"). Pac-West shall make
payment of fifty percent (50%) of the nonrecurring charges and
fees upon acceptance of the quotation ("Initial Payment!')
with the remainder due upon completion of the construction. In
the event Pac-West disputes the amount of U S WEST's proposed
nonrecurring charges and fees, Pac-West shall deposit fifty
percent (50%) of the nonrecurring charges and fees into an
interest bearing escrow account prior to the commencement of
construction ("Initial Deposit"). The remainder of the
nonrecurring charges and fees shall be deposited into the
escrow account upon
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completion of the construction. Upon resolution of the
dispute, the escrow agent shall distribute amounts in the
account in accordance with the resolution of such dispute and
any interest that has accrued with respect to amounts in the
account shall be distributed proportionately to the Parties. U
S WEST shall complete installation pursuant to the Pac-West
Request for Collocation within a maximum of three (3) months
after the Initial Payment or Initial Deposit for physical or
virtual collocation. If there is a dispute between U S WEST
and Pac-West regarding the amount of any nonrecurring charges
and fees, such dispute shall be resolved in accordance with
Section 27 above. The pendency of any such dispute shall not
affect the obligation of U S WEST to complete collocation
within the installation intervals described above.(26)
41. Technical References - Collocation
Subject to Sections 1.3.1 and 1.3.2 of this Part A of this Agreement,
U S WEST shall provide collocation in accordance with the following
standards:
41.1 Institute of Electrical and Electronics Engineers (IEEE)
Standard 383, IEEE Standard for Type Test of Class 1 E
Electric Cables, Field Splices, and Connections for Nuclear
Power Generating Stations;
41.2 National Electrical Code (NEC), use most recent issue;
41.3 TA-NPL-000286, NESS Generic Engineering Requirements for
System Assembly and Cable Distribution, Issue 2 (Bellcore,
January 1989);
41.4 TR-EOP-000063 Network Equipment-Building System (NESS) Generic
Equipment Requirements, Issue 3, March 1988;
41.5 TR-EOP-000151, Generic Requirements for 24-, 48-, 130-, and
140- Volt Central Office Power Plant Rectifiers, Issue 1
(Bellcore, May 1985);
41.6 TR-EOP-000232, Generic Requirements for Lead-Acid Storage
Batteries, Issue 1 (Bellcore, June 1985);
41.7 TR-NWT-0001 54, Generic Requirements for 24-, 48-, 130, and
140- Volt Central Office Power Plant Control and Distribution
Equipment Issue 2 (Bellcore, January 1992);
41.8 TR-NWT-000295, Isolated Ground Planes: Definition and
Application to Telephone Central Offices, Issue 2 (Bellcore,
July 1992);
41.9 TR-NWT-000840, Supplier Support Generic Requirements (SSGR),
(A Module of LSSGR, FR-NWT-000064), Issue 1 (Bellcore,
December 1991);
41.10 TR-NWT-001275 Central Office Environment Installations/Removal
Generic Requirements, Issue 1, January 1993; and
41.11 Underwriters' Laboratories Standard, U L 94.
- ----------
26 Per Order at page 9, Issue 12.
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42. Number Portability
42.1 Interim Number Portability (INP)
42.1.1 General Terms
(a) The Parties shall provide Interim Number Portability
("INP") on a reciprocal basis to the extent
technically feasible.
(b) Until permanent number portability is implemented by
the industry pursuant to regulations issued by the FCC
or the Commission, the Parties agree to provide INP to
each other through Remote Call Forwarding, Direct,
Inward Dialing, or other appropriate means as agreed
to by the Parties.
(c) Once permanent number portability is implemented
pursuant to FCC or Commission regulation, either Party
may withdraw, at any time and at its sole discretion,
its INP offerings, subject to advance notice to the
other Party with sufficient time to allow for
coordination to allow the seamless and transparent
conversion of INP Customer numbers to permanent number
portability. Upon implementation of permanent number
portability pursuant to FCC regulations, both Parties
agree to conform and provide such permanent number
portability. The Parties agree to expeditiously
convert Customers from INP to permanent number
portability, provided that the interim service is not
removed until the Customer has been converted.
(d) U S WEST will update and maintain its Line Information
Database ("LIDB") listings for numbers retained by
Pac-West and its Customer, and restrict or cancel
calling cards associated with these forwarded numbers
as directed by Pac-West Further, U S WEST will not
block third party and collect calls to those numbers
unless requested by Pac-West
(e) The ordering Party shall specify, on a per telephone
number basis, which method of INP is to be employed
and the providing Party shall provide such method to
the extent technically feasible.
(f) Where either Party has activated an entire NXX, or
activated a substantial portion of an NXX with the
remaining numbers in that NXX either reserved for
future use or otherwise unused, if these Customer(s)
choose 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.
42.1.2 Description Of Service
(a) Interim Number Portability Service ("INP") is a
service arrangement that can be provided by U S WEST
to Pac-West or by Pac-West to U S WEST.
(b) INP applies to those situations where an end-user
Customer elects to change service providers, and such
Customer also wishes to retain its
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existing or reserved telephone number(s). INP consists
of providing the capability to route calls placed to
telephone numbers assigned to one Party's switches to
another Party's switches.
(c) INP is available as INP-Remote Call Forwarding
("INP-RCF') permitting a call to a U S WEST assigned
telephone number to be translated to Pac-West's
dialable local number. Pac-West may terminate the call
as desired. Additional capacity for simultaneous call
forwarding is available where technically feasible on
a per path basis. Pac-West will need to specify the
number of simultaneous calls to be forwarded for each
number ported.
(d) DID is another INP method that makes use of direct
inward dialing trunks. Each DID trunk group used for
INP is dedicated to carrying DID INP traffic between
the U S WEST end office and the Pac-West switch.
Traffic on these trunks cannot overflow to other
trunks, so the number of trunks shall be
conservatively engineered by U S WEST. Also,
inter-switch signaling is usually limited to
multi-frequency (MF). This precludes passing Calling
Line ID to the Pac-West switch.
(e) RI-PH will route a dialed call to the U S WEST switch
associated with the NXX of the dialed number. The U S
WEST switch shall then insert a prefix onto the dialed
number which identifies how the call is to be routed
to Pac-West. The prefixed dialed number is
transmitted to the U S WEST tandem switch to which
Pac-West is connected. Route indexing is only
available with seven (7) digit local dialing.
(f) The prefix is removed by the operation of the tandem
switch and the dialed number is routed to Pac-West' s
switch so the routing of the call can be completed by
Pac-West
i. DN-RI is a form of RI-PH that requires direct
trunking between the U S WEST switch to which
the ported number was originally assigned and
the Pac-West switch to which the number has
been ported. The U S WEST switch shall send
the originally dialed number to the Pac-West
switch without a prefix.
ii. U S WEST shall provide RI-PH or DN-RI on an
individual telephone number basis, as
designated by Pac-West Where technically
feasible, calls to ported numbers are first
directed to the Pac-West switch over direct
trunks but may overflow to tandem trunks if
all trunks in the direct group are occupied.
iii. For both RI-PH and DN-RI the trunks used may,
at Pac-West' s option, be the same as those
used for exchange of other local traffic with
U S WEST. At Pac-West' s option, the trunks
shall employ SS7 or in band signaling and may
be one way or two way.
(g) INP is subject to the following restrictions:
i. An INP telephone number may be assigned by
Pac-West only to Pac-West's Customers located
within U S WEST's local calling area and toll
rating area that is associated with the NXX
of the ported number. This is to prevent the
possibility of Customers using number
portability to extend the local calling area.
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ii. INP is applicable only if Pac-West is engaged
in a reciprocal traffic exchange arrangement
with U S WEST.
iii. INP is not offered for NXX Codes 555, 976,
960 and 1+ sent-paid telephones, and Service
Access Codes (i.e., 500, 700, 800/888. 900).
INP is not available for FGA seven-digit
numbers (including foreign exchange (FEX), FX
and FX/ONAL and foreign Central Office
service). Furthermore, INP numbers may only
be used consistent with network efficiency
and integrity i.e., inhibitions on mass
calling events.
iv. The ported telephone number will be returned
to the switch which originally had the ported
number when the ported service is
disconnected. The normal intercept
announcement will be provided by the porting
company for the period of time until the
telephone number is reassigned.
v. Within thirty (30) days after the Effective
Date of this Agreement, U S WEST shall
provide Pac-West a list of those features
that are not available for INP telephone
numbers due to technical limitations.
42.1.3 Ordering and Maintenance
(a) Pac-West is responsible for all direct
interactions with Pac-West's end users with
respect to ordering and maintenance.
(b) U S WEST shall exchange with Pac-West SS7 TCAP
messages as required for the implementation of
Custom Local Area Signaling Services (CLASS) or
other features available in the U S WEST network.
(c) Each Party's designated INP switch must return
answer and disconnect supervision to the other
Party's switch.
(d) U S WEST shall disclose to Pac-West any technical
or capacity limitations that would prevent use of
a requested INP in a particular switching office.
(e) The Parties will develop and implement an
efficient deployment process to ensure call
routing integrity for toll and local calls, with
the objective to eliminate Customer downtime.
(f) For INP, Pac-West shall have the right to use the
existing U S WEST 911 infrastructure for all 911
capabilities. When RCF is used for Pac-West
subscribers, both the ported numbers and shadow
numbers shall be stored in the ALI databases.
Pac-West shall have the right to verify the
accuracy of the information in the ALI databases
via direct connection to the SCC ALI database
pursuant to the same process and procedures SCC
makes available to U S WEST.
42.2 Permanent Number Portability (PNP)
42.2.1 Upon implementation of Permanent Number Portability (PNP)
pursuant to FCC regulations, both Parties agree to conform
and provide such Permanent Number
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Portability. To the extent consistent with the FCC rules as amended
from time to time, the requirements for PNP shall include the
following:
42.2.2 Subscribers must be able to change local service providers and retain
the same telephone number(s) consistent with FCC rules and regulations.
42.2.3 The PNP network architecture shall not subject alternate local exchange
carriers to any degradation of service compared to U S WEST in any
relevant measure, including transmission quality, switching and
transport costs, increased call set-up time and post-dial delay, and
Pac-West shall not be required to rely on the U S WEST network for
calls completing to its ported Customers.
42.2.4 When an office is equipped with PNP, in accordance with the procedures
specified by the North American Numbering Council, the NXXs in the
office shall be defined as portable and translations will be changed in
the Parties' switches to open those NXXs for database queries.
42.2.5 When an NXX is defined as portable, it shall also be defined as
portable in all PNP-capable offices which have direct trunks to the
given switch.
42.2.6. Upon introduction of PNP in a Metropolitan Statistical Area ("MSA"),
the applicable switches will be converted according to a published
schedule with no unreasonable delay. All portable NXXs shall be
recognized as portable, with queries launched from these switches.
42.2.7 Prior to implementation of PNP, the Parties agree to develop,
implement, and maintain efficient methods to maintain 911 database
integrity when a subscriber ports to another service provider. The
Parties agree that the Customer should not be dropped from the 911
database during the transition.
42.2.8 When a subscriber ports to another service provider and has previously
secured a reservation of line numbers from the donor provider for
possible activation at some future point, these reserved but inactive
numbers shall "port' along with the active numbers being ported by the
subscriber. So long as Pac-West maintains the reserved numbers, U S
WEST shall not reassign said numbers. The Parties will allocate the
revenue generated from number reservations in accordance with a
schedule to be mutually agreed upon by the Parties within ninety (90)
days of the Effective Date of this Agreement.
42.2.9 During the process of porting a subscriber, the donor service provider
shall implement the 1 O-Digit trigger feature, when the technology is
made available in each switch in accordance with the schedules adopted
by the FCC. When the donor provider receives the porting request, the
unconditional trigger shall be applied to the subscriber's line at the
time that has been agreed to via the Western Region LNP Operations
Guidelines in order to overcome donor network time delays in the
disconnection of the subscriber. Alternatively, when an activation
notice is sent to an NPAC to trigger a broadcast to service provider
databases, the donor switch shall have its translations changed to
disconnect the subscriber's line within thirty (30) minutes or less
after the donor network Local SMS's has received the broadcast Porting
requests that require coordination between service providers, in
accordance with the guidelines, will be handled on a case-by-case basis
and will not be covered by the above.
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42.2.10 Both Pac-West and U S WEST shall:
(a) support all emergency and operator services.
(b) use scarce numbering resources efficiently
and administer such resources in a
competitively neutral manner.
(c) jointly cooperate with each other to provide
the information necessary to rate and bill
all types of calls.
(d) jointly cooperate with each other to apply
PNP consistently on a nationwide basis, and
in accordance with all FCC directives.
42.2.11 A ten-digit code, consistent with the North American
Numbering Plan, shall be used as a network address
for each switch that terminates subscriber lines,
i.e., an end office. This address shall support
existing six-digit routing and may be implemented
without changes to existing switch routing
algorithms. In existing end offices, this address
shall be selected from one of its existing NPA-NXXs.
New end offices shall be assigned an address through
normal administrative processes.
42.2.12 PNP employs an "N-1" (N minus 1) Query Strategy for
interLATA or intraLATA toll calls, by which the
originating carrier will pass the call to the
appropriate toll carrier who will perform a query to
an external routing database and efficiently route
the call to the appropriate terminating local carrier
either directly or through an access tandem office.
42.2.13 U S WEST shall furnish Pac-West with the first six
(6) digits of the originating address when it
supplies Pac-West with the Jurisdiction Information
Parameter for the originating address message.
42.2.14 U S WEST agrees to begin the introduction of PNP to
end user subscribers who may begin changing local
service providers and retaining their existing
telephone number based on the time line set out by
the FCC in its Telephone Number Portability Order (CC
Docket No. 95-116), or in accordance with a
Commission order if such time for introduction of PNP
set by the Commission is earlier than would result
under the FCC Order.
42.2.15 The generic requirements for the PNP alternative will
be implemented in accordance with industry-standard
specifications.
42.2.16 For a local call to a ported number, the originating
carrier is the "N-1" carrier. It will perform an
external database query as soon as the call reaches
the first PNP-capable switch in the call path and
pass the call to the appropriate terminating carrier.
A PNP-capable originating switch shall query on a
local call to a portable NXX as soon as it determines
that it (the originating switch) does not serve the
dialed number.
42.2.17 U S WEST shall be the default carrier for database
queries where Pac-West is unable to perform its own
query due to abnormal conditions. Pac-West shall be
the default carrier for database queries where U S
WEST is unable to perform its own query due to
abnormal conditions.
42.2-18 U S WEST will provide Pac-West PNP for subscribers
moving to a different location, or staying at the
same location, within the same rate center area.
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42-2.19 U S WEST will work cooperatively with other local
service providers to establish the Western Region
Number Portability Administration Center / Service
Management System (SMS). The SMS shall be
administered by a neutral third party to provide for
the efficient porting of numbers between carriers.
There must be one (1) exclusive NPAC per portability
State or region, and U S WEST shall provide all
information uploads and downloads regarding ported
numbers to/from, respectively, the exclusive NPAC.
U S WEST and Pac-West shall cooperate to facilitate
the expeditious deployment of PNP through the process
prescribed by the FCC, including, but not limited to,
participation in the selection of a neutral third
party and development of SMS, as well as SMS testing
for effective procedures, electronic system
interfaces, and overall readiness for use consistent
with that specified for provisioning in this
Agreement.
42.3 Requirements for INP and NP
42.3.1 (intentionally left blank for numbering consistency)
42.3.2 Cut-Over Process
The Parties shall cooperate in the process of porting
numbers from one carrier to another so as to limit
service outage for the ported subscriber. This shall
include, but not be limited to, each Party updating
its respective network element translations within
fifteen (15) minutes following notification by the
industry SMS, or ported-to local service provider,
and deploying such temporary translations as may be
required to minimize service outage, e.g.,
unconditional triggers. In addition, Pac-West shall
have the right to determine who initiates the order
for INP in specific cut-over situations. The time
frames in this paragraph shall be pursuant to Generic
Requirements for SCP Application and GTT Function for
Number Portability, Issue 0.99, January 6, 1997 and
subsequent versions which may be adopted from time to
time. The Parties shall cooperate to review, and, if
necessary, adjust the above time frame based on their
actual experiences.
42.3.3 Testing
U S WEST and Pac-West shall cooperate in conducting
Pac-West's testing to ensure interconnectivity
between systems. U S WEST shall inform Pac-West of
any system updates that may affect the Pac-West
network and U S WEST shall, at Pac-Wests request,
perform tests to validate the operation of the
network. Additional testing requirements may apply as
specified by this Agreement
42.3.4 Engineering and Maintenance
(a) U S WEST and Pac-West will cooperate to
ensure that performance of trunking and
signaling capacity is engineered and managed
at levels which are at least the same level
of service as provided by U S WEST to its
subscribers and to ensure effective
maintenance testing through activities such
as routine testing practices, network trouble
isolation processes and review of operational
elements for translations, routing and
network fault isolation.
(b) Additional specific engineering and
maintenance requirements shall apply as
specified in this Agreement.
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42.3.5 Recording and Billing
The Parties shall provide each other with accurate billing
and subscriber account record exchange data necessary for
billing their subscribers whose numbers have been ported.
42.3.6 Operator Services and Directory Assistance
With respect to operator services and directory assistance
associated with NP for Pac-West subscribers, U S WEST shall
provide the following:
(a) While INP is deployed and prior to conversion to
PNP:
i. The Parties acknowledge that technology, as of the
Effective Date of this Agreement, does not permit
the provision of BLV/BLI to ported numbers. When
such becomes available in the U S WEST network,
such technology shall be made available to
Pac-West.
ii. U S WEST shall allow Pac-West to order
provisioning of Telephone Line Number (TLN)
calling cards and Billed Number Screening (BNS),
in its LIDB, for ported numbers, as specified by
Pac-West. U S WEST shall continue to allow
Pac-West access to its LIDB. Other LIDB provisions
are specified in this Agreement
iii. Where U S WEST has control of Directory Listings
for NXX codes containing ported numbers, U S WEST
shall maintain entries for ported numbers as
specified by Pac-West in accordance with the
Listings Section of this Agreement.
(b) When PNP is in place:
i. The provisions in Section 42.3.6 preceding, shall
apply when PNP is in place.
ii. If Integrated Services Digital Network User Part
(ISUP) signaling is used, U S WEST shall provide
the Jurisdiction Information Parameter in the SS7
Initial Address Message. (See Generic Switching
and Signaling Requirements for Number Portability,
Issue 1.0, February 12, 1996 (Editor -Lucent
Technologies, Inc.)).
iii. The Parties shall provide, when received from the
NPAC, a 10-Digit Global Tide Translation (GTT-)
Node for routing queries for TCAP-based operator
services (e.g., LIDB). The acquiring company will
provide the GTT to the NPAC. The NPAC will
distribute this information to the donor company
and all other parties.
iv. U S WEST OSS shall meet all requirements specified
in "Generic Operator Services Switching
Requirements for Number Portability," Issue 1.1,
June 20, 1996, as updated from time to time.
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43. Dialing Parity
43.1 The Parties shall provide dialing parity to each other as
required under Section 251 (b)(3) of the Act or state law or
regulation as appropriate. This Agreement does not impact
either Party's ability to default intraLATA toll via a
specific dialing pattern until otherwise required by the Act
or the Commission.
43.2 U S WEST shall ensure that all Pac-West Customers experience
the same dialing panty as similarly-situated Customers of U S
WEST services, such that, for example, for all call types: (a)
an Pac-West Customer is not required to dial any greater
number of digits than a similarly-situated U S WEST Customer
and (b) the Pac-West Customer may retain its local telephone
number, so long as the Customer continues receiving service in
the same central office serving area.
44. Directory Listings
The publication of directories, Directory Listings, directory databases
and associated related services shall be governed by the terms and
conditions contained within Docket No. UT-941464 & UT-94146. To the
extent not inconsistent therewith, the following Section 44 shall
apply.(27)
44.1 Directory Listings General Requirements
44.1.1 This Section 44 pertains to Directory Listings
requirements for the appearance of Pac-West end user
Directory Listings in directory assistance service or
directory product.
44.1.2 U S WEST shall include in its master Directory
Listing database all list information for Pac-West
Customers.
44.1.3 U S WEST shall not sell or license, nor allow any
third party, the use of Pac-West Customer Listings
without the prior written consent of Pac-West U S
WEST shall not disclose nor allow any third party to
disclose non-listed name or address information for
any purpose other than what may be necessary to
complete directory distribution.
44.1.4 Pac-West Customer Listings in the U S WEST Directory
Assistance database and Directory Listing database
shall be co-mingled with Listings of U S WEST and
other CLEC Customers.
44.1.5 Each Pac-West Customer Primary Listing shall be
provided, at no charge, the same white page listings
that U S WEST provides its Customers.
44.1.6 Each Pac-West business Customer Primary Listing shall
be provided, at no charge, the same yellow page
classified courtesy Listings that U S WEST provides
its Customers.
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(27) Per Order at page 32, Issues 66-67.
40
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44.1.7 U S WEST shall also ensure that its directory
publisher publishes all types of Listings for
Pac-West Customers that are available to U S WEST
Customers under the same terms, and conditions,
including but not limited to:
(a) Foreign Listings
(b) Reference Listings
(c) Information Listings
(d) Alternate call Listings
(e) Multi-line Listings
(f) Multi-line/Multi-owner Listings
44.1.8 Pac-West end user Listings properly identified by
Pac-West as Local, State, and Federal government
Listings shall be appropriately coded in the U S
WEST Directory Listing database. U S WEST will
provide government code information to Pac-West.
44.1.9 The listing and handling of Pac-West listed and
non-listed telephone numbers shall be at least at
panty with that provided by U S WEST to its own
Customers, including Pac-West customers who have
ported telephone numbers from U S WEST.
44.1.10 U S WEST shall ensure that its directory publisher
publishes Pac-West sales, service, billing, and
repair information for business and residential
Customers, along with the Pac-West logo in the
customer information/guide pages of each directory
at no charge to Pac-West
44.1-11 U S WEST is responsible for maintaining Listings,
including entering, changing, correcting,
rearranging and removing listings in accordance
with Pac-West orders. Upon request, and at least
one (1) month prior to a given white page directory
close, a method of reviewing and correcting
Listings will be provided.
44.1.12 (Deleted per Arbitrator's Recommendations.(28)
44.1.13 U S WEST will permit Pac-West Customers to place
orders for Premium Listings and privacy listings.
Pac-West will be charged for Premium Listings and
privacy listings at U S WEST's general exchange
tariff rates less the wholesale discount rate. The
Premium and privacy listing charges will be billed
to Pac-West and itemized at the telephone number
sub-account level.
44.1.14 U S WEST shall ensure a third party distributes
appropriate alphabetical and classified directories
(white and yellow pages) and recycling services to
Pac-West Customers at parity with U S WEST end
users, including providing directories, a) upon
establishment of new service; b) during annual mass
distribution; and c) upon Customer request.
44.1.15 At no charge, U S WEST shall ensure that its
directory publisher prominently indicates on each
directory cover that the directory includes the
Listings of all Customers without regard to which
company serves them.(29)
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28 Per Recommendations at page 10, Issue 135.
29 Per Recommendations at page 10, Issue 135. Modified per Approval at page
5, paragraph 6 and page 13, paragraph D.
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44.1.16 U S WEST will provide the option of having Centrex users
listed when Pa purchases Centrex-type services for resale.
44.2 Scope
44-2.1 Pac-West grants U S WEST a non-exclusive license to
incorporate Listings information into its Directory Assistance
database. Pa-West shall select-one of two options for U S
WEST's use of Listings and dissemination of Listings to third
parties.
EITHER:
a. Treat the Same as U S WEST's end user Listings - No
prior authorization is needed for U S WEST to release
Listings to directory publishers or other third parties.
U S WEST will incorporate Listings information in all
existing and future Directory Assistance applications
developed by U S WEST. Pac-West authorizes U S WEST to
sell and otherwise make Listings available to directory
publishers. Listings shall not be provided or sold in
such a manner as to segregate end users by carrier.
OR:
b. Restrict to U S WEST's Directory Assistance Service -
Prior authorization required from Pac-West for all other
uses. Pac-West makes its own, separate agreements with U
S WEST, third Parties and directory publishers for all
uses of its Listings beyond DA. U S WEST will sell or
provide Listings to directory publishers (including U S
WEST's publisher affiliate) or other third Parties only
after the third party presents proof of Pac-West's
authorization. Listings shall not be provided or sold in
such a manner as to segregate end users by carrier.
c. U S WEST shall be entitled to retain all revenue
associated with any sales pursuant to subparagraphs (a)
and (b) above.(30)
44.2.2 To the extent that state tariffs limit U S WEST's liability
with regard to Listings, the applicable state tariff(s) is
incorporated herein and supersedes Section 19, "Limitation of
Liability", of this Agreement with respect to Listings only.
Nothing contained in this section shall limit either Party's
liability to the other for willful or intentional misconduct,
including gross negligence.(31)
44.3 U S WEST will take reasonable steps in accordance with industry
practices to accommodate non-published and non-listed Listings provided
that Pac-West has supplied U S WEST the necessary privacy indicators on
such Listings.
44.4 Pac-West Responsibilities
44-4.1 Pac-West agrees to provide to U S WEST its end user names,
addresses and telephone numbers in a standard mechanized
format, as utilized by U S WEST.
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30 Per Recommendations at page 11, Issue 62.
31 Per Recommendations at page 12, Issue 63.
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44.4.2 Pac-West will supply its ACNA/CIC or CLCC/OCN, as appropriate. with
each order to provide U S WEST the means of identifying listings
ownership.
44.4.3 Pac-West represents the end user information provided to U S WEST is
accurate and correct. Pac-West further represents that it has reviewed
all listings provided to U S WEST, including end user requested
restrictions on use such as non-published and non-listed
44.4.4 Pac-West is responsible for dealings with, and on behalf of,
Pac-West's end users on the following subjects:
a) All end user account activity, e.g., end user queries and
complaints.
b) All account maintenance activity, e.a., additions, changes.
issuance of orders for Listings to U S WEST.
c) Determining privacy requirements and accurately coding the
privacy indicators for Pac-West's end user information. If
end user information provided by Pac-West to U S WEST does
not contain a privacy indicator, no privacy restrictions
will apply.
45. Directories
The publication of directories, Directory Listings, directory databases
and associated related services shall be governed by the terms and
conditions contained within Docket No. UT-941464 & UT-94146.(32)
46. U S WEST Dex Issues
U S WEST and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, and
yellow page listings, will be the subject of negotiations between
Pac-West and directory publishers, including U S WEST Dex. U S WEST
acknowledges that Pac-West may request U S WEST to facilitate
discussions between Pac-West and U S WEST Dex.
47. Access to Poles, Ducts, Conduits, and Rights of Way
47.1 U S WEST shall provide Pac-West equal and non-discriminatory
access to poles, space, ducts, conduit, entrance facilities,
ROW and any other pathways on terms and conditions equal to
that provided by U S WEST to itself or to any other Person.
Further, U S WEST shall not preclude or delay allocation of
these facilities to Pac-West because of the potential needs of
itself or of any other Person except a maintenance spare may
be retained as described below.(33)
47.2 U S WEST warrants that it will provide to Pac-West
nondiscriminatory access to poles, pole attachments, ducts,
inner ducts, conduits, building
- ----------
32 Per Order at page 32, Issues 66-67.
33 Per Order at pages 28-29, Issues 53-54.
52
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entrance facilities, building entrance links, equipment rooms, remote
terminals, cable vaults, telephone closets, building risers, ROW, and
other pathways owned or controlled by U S WEST, using capacity
currently available or that can be made available. U S WEST shall have
the full burden of proving that such access is not technically
feasible. To the extent U S WEST proves infeasibility, U S WEST shall
be required to provide to Pac-West alternative suitable access which
will not impair Pac-West's ability to provide its Telecommunications
Services. Such alternative access shall be technically equivalent to
the requested access and shall be subject to the same terms, conditions
and price as the requested access.(34)
47.3 Definitions
"Poles, ducts, conduits and ROW" refer to all the physical facilities
and legal rights which provide for access to pathways across public and
private property. These include poles, pole attachments, ducts,
innerducts, conduits, building entrance facilities, building entrance
links, equipment rooms, remote terminals, cable vaults, telephone
closets, building risers, rights-of-way, or any other requirements
needed to create pathways. These pathways may run over, under, across
or through streets, traverse private property, or enter multi-unit
buildings. A Right-of-Way ("ROW") is the right to use the land or other
property owned, leased, or controlled by any means by U S WEST to place
poles, ducts, conduits and ROW or to provide passage to access such
poles, ducts, conduits and ROW. A ROW may run under, on, or above
public or private property (including air space above public or private
property) and shall include the right to use discrete space in
buildings, building complexes, or other locations.
47.4 Requirements
47.4.1 U S WEST shall make poles, ducts, conduits and ROW available
to Pac-West upon receipt of a request for use within the time
periods provided in this Section, providing all information
necessary to implement such a use and containing rates, terms
and conditions, including, but not limited to, maintenance and
use in accordance with this Agreement and at least equal to
those which it affords itself, its Affiliates and others.
Other users of these facilities, including U S WEST, shall not
interfere with the availability or use of the facilities by
Pac-West.
47.4.2 Within ten (10) Business Days of Pac-West's request for
specific poles, ducts, conduits, or ROW, U S WEST shall
provide any information in its possession or available to it
regarding the environmental conditions of such requested
poles, ducts, conduits or ROW route or location including, but
not limited to, the existence and condition of asbestos, lead
paint, hazardous substance contamination, or radon.
Information is considered "available" under this Agreement if
it is in U S WEST's possession or files, or the possession of
an agent, contractor, employee, lessor, or tenant of U S
WEST's that holds such information on U S WEST's behalf. If
the poles, ducts, conduits or ROW contain such environmental
contamination, making the placement of equipment hazardous, U
S WEST shall offer alternative poles, ducts, conduits or ROW
for Pac-West's consideration. U S WEST shall allow Pac-West to
perform any environmental site
- ----------
34 Per Order at page 29, Issue 55.
53
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investigations, including, but not limited to, Phase I and
Phase 11 environmental site assessments, as Pac-West may
deem to be necessary.
47.4.3 U S WEST shall not prevent or delay any third party
assignment of ROW to Pac-West.
47.4.4 U S WEST shall offer the use of such poles, ducts, conduits
and ROW it has obtained from a third party to Pac-West, to
the extent such agreement does not prohibit U S WEST from
granting such rights to Pac-West They shall be offered to
Pac-West on the same terms as are offered to U S WEST.(35) U
S WEST shall exercise its eminent domain power and assist
Pac-West in obtaining licenses when necessary to accommodate
Pac-West's request for access to ROW.(36) If U S WEST
exercises its eminent domain authority on behalf of Pac-West
at Pac-West's request, then Pac-West shall reimburse U S
WEST for U S WEST's reasonable costs, if any, incurred as a
result of such exercise of its eminent domain authority.
47.4.5 (Intentionally left blank for numbering consistency)
47.4.6 U S WEST shall not attach, or permit other entities to
attach facilities on, within or overlashed to existing
Pac-West facilities without Pac-West's prior written
consent.
47.4.7 U S WEST agrees to provide current detailed engineering and
other plant records and drawings for specific requests for
poles, ducts, conduits and ROW, including facility route
maps at 2 City level, and the fees and expenses incurred in
providing such records and drawings, on the earlier of
twenty (20) Business Days from Pac-West's request or the
time within which U S WEST provides this information to
itself or any other Person. Such information shall be of
equal type and quality as that which is available to U S
WEST's own engineering and operations staff. U S WEST shall
also allow personnel designated by Pac-West to jointly
examine with U S WEST personnel, at no cost to Pac-West for
such personnel, such engineering records and drawings for a
specific routing at U S WEST Central Offices and U S WEST
Engineering Offices upon ten (10) days' written notice to U
S WEST. U S WEST acknowledges that the request for
information and the subject matter related to the request
made under this Section shall be treated as Proprietary
Information.
47.4.8 U S WEST shall provide to Pac-West a Single Point of Contact
for negotiating all structure lease and ROW Agreements.
47.4.9 U S WEST shall provide information regarding the
availability and condition of poles, ducts, conduits and ROW
within five (5) business days of Pac-West s request if the
information then exists in U S WEST's records (a records
based answer) and within twenty (20) Business Days of
Pac-West's request if U S WEST must physically examine the
poles, ducts, conduits and ROW (a field based answer)
("Request"). Pac-West shall have the option to be present at
the field based survey and U S WEST shall provide Pac-West
at least twenty-four (24) hours' notice prior to the start
of such field survey. During and after this period, U S WEST
shall allow Pac-West personnel to enter manholes and
equipment
- ----------
35 Per Order at pages 29-30, Issue 56.
36 Per Order at pages 29-30, Issue 56.
<PAGE>
Spaces and view pole structures to inspect such structures
in order to confirm usability or assess the condition of the
structure. U S WEST shall send Pac-West a written notice
confirming availability pursuant to the Request, within such
twenty (20) day period ("Confirmation").
47.4.10 For the period beginning at the time of the Request and
ending ninety (90) days following Confirmation, U S WEST
shall reserve such poles, ducts, conduits and ROW for
Pac-West and shall not allow any use thereof by any Party,
including U S WEST. Pac-West shall elect whether or not to
accept such poles, ducts, conduits and ROW within the ninety
(90) day period following Confirmation. Pac-
West may accept such facilities by sending written notice to
U S WEST ("Acceptance"). If Pac-West requests reservation of
poles, ducts, conduits or ROW, U S WEST may charge a
reservation fee in an amount mutually agreed upon by the
Parties. Pac-West's obligation to pay a reservation fee
shall begin on the date of the Confirmation. If the Parties
are unable to agree on a reasonable reservation fee, the fee
shall be established pursuant to the dispute resolution
process in Section 27 of Part A of this Agreement.(37)
47.4.11 Reservation. After Acceptance by Pac-West, Pac-West shall
have six (6) months to begin attachment and/or installation
of its facilities to the poles, ducts, conduits and ROW or
request U S WEST to begin make ready or other construction
activities. Any such construction, installation or make ready
by Pac-West shall be completed by the end of one (1) year
after Acceptance. Pac-West shall not be in default of the
6-month or 1 -year requirement above if such default is
caused in any way by any action, inaction or delay on the
part of U S WEST or its Affiliates or subsidiaries.
47.4.12 Make Ready. U S WEST shall rearrange, modify and/or make
ready existing poles, ducts, conduits and ROW where necessary
and feasible to provide space for Pac-West's requirements.
Subject to the requirements above, the Parties shall endeavor
to mutually agree upon the time frame for the completion of
such work within five (5) days following Pac-West's request;
provided, however, that any such work required to be
performed by U S WEST shall be completed within sixty (60)
days or a reasonable period of time based on standard
construction intervals in the industry, unless otherwise
agreed by Pac-West in writing.
47.4.13 New Construction. After Acceptance, U S WEST shall complete
any new construction, relocation or installation of poles,
ducts, conduits or ROW required to be performed by U S WEST
or any U S WEST construction, relocation or installation
requested by Pac-West within a reasonable period of time
based on standard construction intervals in the industry or
sixty (60) days after obtaining all governmental authority or
permits necessary to complete such construction, relocation
or installation. If U S WEST anticipates that construction,
relocation or installation will go beyond standard industry
intervals or the sixty (60) day period, U S WEST shall
immediately notify Pac-West and the Parties shall mutually
agree on a completion date.
47.4.14 Pac-West shall begin payment for the use of newly constructed
poles, ducts, conduits, and ROW upon completion of such
construction and installation and
- ----------
37 Per Recommendations at page 16, Issue 70.
55
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confirmation by appropriate testing methods that the
facilities are in a condition ready to operate in Pac-West's
network or upon use (other than for testing) by Pac-West,
whichever is earlier.
47.4.15 Pac-West shall make payment for construction, relocation,
rearrangements. modifications and make ready in accordance
with Section 3.5 of Attachment 1 of this Agreement.
47.4.16 Pac-West shall begin payment for the use of existing poles,
ducts, conduits and ROW upon the date of its timely
Acceptance. If Pac-West fails to send a timely Acceptance,
its reservation shall be released.(38)
47.4.17 Pac-West may, at its option, install its facilities on poles,
ducts, conduits and ROW and use Pac-West or Pac-West
designated personnel to attach its equipment to such U S WEST
poles, ducts, conduits and ROW.
47.4.18 If available, U S WEST shall provide Pac-West space in
manholes for racking and storage of cable and other materials
as requested by Pac-West.
47.4.19 U S WEST shall rearrange, modify and/or make ready any
conduit system or poles with retired cable by removing such
retired cable from conduit systems or poles to allow for the
efficient use of conduit space and pole space. U S WEST shall
take all reasonable steps to expand its facilities to
accommodate Pac-West's request, and shall do so in accordance
with the time frames set forth in this Section 47.(39) Before
denying access based on a lack of capacity, U S WEST must
explore potential accommodations with Pac-West
47.4.20 Where U S WEST has innerducts which are not, at that time,
being used or are not reserved as emergency or maintenance
spare in accordance with FCC rules and regulations, U S WEST
shall offer such ducts for Pac-West's use. U S WEST shall not
reserve more than one inner duct in any conduit cross section
for emergency purposes. Where only two inner ducts remain
available (including an emergency spare), U S WEST shall
offer Pac-West the use of at least one inner duct.(40)
47.4.21 Where a spare innerduct does not exist, U S WEST shall allow
Pac-West to install an innerduct in U S WEST conduit, at
Pac-West's cost and expense. U S WEST must review and approve
any installation of inner duct in any U S WEST's duct prior
to the start of construction. Such approval shall not be
unreasonably delayed, withheld or conditioned. Pac-West shall
provide notice to U S WEST of any work activity not less than
twenty-four (24) hours prior to the start of construction.
47.4.22 Where U S WEST has any ownership or other rights to ROW to
buildings or building complexes, or within buildings or
building complexes, U S WEST shall offer such ROW to Pac-West
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38 Per Recommendations at pages 16-17, Issue 155.
39 Per Recommendations at page 17, Issue 156.
40 Per Order at page 29, Issue 55.
56
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(a) Subject to the approval of the building
owner, if required, the right to use any
available space owned or controlled by U S
WEST in the building or building complex to
install Pac-West equipment and facilities;
(b) Subject to the approval of the building
owner, if required, ingress and egress to
such space; and
(c) Subject to the approval of the building
owner, if required, the right to use
electrical power at parity with U S WEST's
rights to such power.
47.4.23 Whenever U S WEST intends to modify or alter any
poles, ducts, conduits or ROW which contain
Pac-West's facilities. U S WEST shall provide written
notification of such action to Pac-West so that
Pac-West may have a reasonable opportunity to add to
or modify its facilities. Pac-West shall advise U S
WEST, in writing, of its intentions to add or modify
the facilities within fifteen (15) Business Days of U
S WEST's notification. If Pac-West adds to or
modifies its facilities according to this paragraph,
Pac-West shall bear a proportionate share of the
costs incurred by U S WEST in making such facilities
accessible.
47.4.24 Pac-West shall not be required to bear any of the
costs of rearranging or replacing its facilities, if
such rearrangement or replacement is required as a
result of an additional attachment or the
modification of an existing attachment sought by any
entity other than Pac-West, including U S WEST.
47.4.25 U S WEST shall maintain the poles, ducts, conduits
and ROW at its sole cost. Pac-West shall maintain its
own facilities installed within the poles, ducts,
conduits and ROW at its sole cost In the event of an
emergency, U S WEST shall begin repair of its
facilities containing Pac-West's facilities within a
reasonable time frame based on industry standards or
a time frame requested by Pac-West. If U S WEST
cannot begin repair within the requested time frame,
upon notice and approval of U S WEST, which approval
shall not be unreasonably withheld, Pac-West may
begin such repairs without the presence of U S WEST
personnel. Pac-West may climb poles and enter the
manholes, handholds, conduits and equipment spaces
containing U S WEST's facilities in order to perform
such emergency maintenance, but only until such time
as qualified personnel of U S WEST arrives ready to
continue such repairs. For both emergency and
non-emergency repairs, Pac-West may use spare
innerduct or conduits, including the innerduct or
conduit designated by U S WEST as emergency spare for
maintenance purposes; provided, however, that
Pac-West may only use such spare conduit or innerduct
for a maximum period of ninety (90) days.
47.4.26 In the event of a relocation necessitated by a
governmental entity exercising the power of eminent
domain, when such relocation is not reimbursable, all
parties shall share pro rata in costs for relocating
the base conduit or poles and shall each pay its own
cost of cable and installation of the facilities in
the newly rebuilt U S WEST poles, ducts, conduits and
ROW.
48. Bona Fide Request Process for Further Unbundling(41)
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41 Per Order at pages 9-10, Issue 16.
57
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48.1 Any request for Interconnection or access to an unbundled Network
Element not already available via price lists, tariff, or as described
herein shall be treated as a "Request" under this Section.
48.2 U S WEST shall use the Bona Fide Request ("BFR") process as described
in this Section 48, to determine the technical feasibility of the
requested Interconnection or Network Element(s) and, for those items
found to be technically feasible, to provide the terms and timetable
for providing the requested items. Additionally, elements, services and
functions which are materially or substantially different from those
services, elements or functions already provided by U S WEST to itself,
its Affiliates, Customers, or end users may, at the discretion of
Pac-West, be subject to this BFR process.
48.3 A Request shall be submitted in writing and, at a minimum, shall
include: (a) a complete and accurate technical description of each
requested Network Element or Interconnection; (b) the desired interface
specifications; (c) a statement that the Interconnection or Network
Element will be used to provide a Telecommunications Service; (d) the
quantity requested; (e) the location(s) requested; and (f) whether
Pac-West wants the requested item(s) and terms made generally
available. Pac-West may designate a Request as Confidential.
48.4 Within forty-eight (48) hours of receipt of a Request, U S WEST shall
acknowledge receipt of the Request and review such Request for initial
compliance with Subsection 48.3 above. In its acknowledgment, U S WEST
shall advise Pac-West of any missing information reasonably necessary
to move the Request to the preliminary analysis described in Subsection
48.5 below.
48.5 Unless otherwise agreed to by the Parties, within thirty (30) calendar
days of its receipt of the Request and all information necessary to
process it, U S WEST shall provide to Pac-West a preliminary analysis
of the Request As reasonably requested by Pac-West, U S WEST agrees to
provide status updates to Pac-West U S WEST will notify Pac-West if the
quote preparation fee, if any, will exceed $5,000. Pac-West will
approve the continuation of the development of the quote prior to U S
WEST incurring any reasonable additional expenses. The preliminary
analysis shall specify whether or not the requested Interconnection or
access to an unbundled Network Element is technically feasible and
otherwise qualifies as a Network Element or Interconnection as defined
under the Act
48.5.1 If U S WEST determines during the thirty (30) day
period that a Request is not technically feasible or
that the Request otherwise does not qualify as a
Network Element or Interconnection required to be
provided under the Act, U S WEST shall so advise
Pac-West as soon as reasonably possible of that fact,
and promptly provide a written report setting forth
the basis for its conclusion but in no case later
than ten (10) calendar days after making such
determination.
<PAGE>
48.5.2 If U S WEST determines during the thirty (30) day
period that the Request is technically feasible and
otherwise qualifies under the Act, it shall notify
Pac-West in writing of such determination no later
than ten (10) calendar days after making such
determination.
48.5.3 Unless otherwise agreed to by the Parties, as soon as
feasible, but no more than ninety (90) calendar days
after U S WEST notifies Pac-West that the Request is
technically feasible, U S WEST shall provide to
Pac-West a Request quote which will include, at a
minimum, a description of each Interconnection and
Network Element, the quantity to be provided, the
installation intervals (both initial and subsequent),
the impact on shared systems software interfaces, the
ordering process changes, the functionality
specifications, any interface specifications, and
either:
(a) the applicable rates (recurring and
nonrecurring), including the amortized
development costs, as appropriate pursuant
to Section 48.5.4 below, of the
Interconnection or Network Element; or
(b) the payment for development costs, as
appropriate pursuant to Section 48.5.4
below, of the Interconnection or Network
Element and the applicable rates (recurring
and nonrecurring), excluding the development
costs.
48.5.4 The choice of using either option (a) or (b) above
shall be at U S WEST's sole discretion. A payment for
development cost, however, is appropriate only where
Pac-West is the only conceivable user of the
functionality (including consideration of U S WEST as
a potential user) or where the requested quantity is
insufficient to provide amortization.
48.6 If U S WEST has used option (a) above in its Request quote,
then, within thirty (30) days of its receipt of the Request
quote, Pac-West must indicate its nonbinding interest in
purchasing the Interconnection or Network Element at the
stated quantities and rates, cancel it Request, or seek remedy
under the dispute resolution section of this Agreement
48.7 If U S WEST has used option (b) above in its Request quote,
then, within thirty (30) days of its receipt of the Request
quote, Pac-West must either agree to pay the development costs
of the interconnection or Network Element, cancel its Request,
or seek remedy under the dispute resolution section of this
Agreement.
48.8 If U S WEST has used option (b) in its Request quote and
Pac-West has accepted the quote, Pac-West may cancel the
Request at any time, but will pay U S WEST's reasonable
development costs of the Interconnection or Network Element up
to the date of cancellation.
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48.9 U S WEST will use reasonable efforts to determine the
technical feasibility and conformance with the Act of the
Request within the first thirty-two (32) days of receiving the
Request. In the event U S WEST has used option (b) above in
its Request quote and U S WEST later determines that the
Interconnection or Network Element requested in the Request is
not technically feasible or otherwise does not qualify under
the Act, U S WEST shall notify Pac-West within ten (10)
Business Days of making such determination and Pac-West shall
not owe any compensation to U S WEST in connection with the
Request. Any quotation preparation fees or development costs
paid by Pac-West to the time of such notification shall be
refunded by U S WEST.
48.10 To the extent possible, U S WEST will utilize information from
previously developed BFRs to address similar arrangements in
order to shorten the response times for the currently
requested BFR. In the event Pac-West has submitted a Request
for an Interconnection or a Network Element and U S WEST
determines in accordance with the provisions of this Section
48 that the Request is technically feasible, the Parties agree
that Pac-West's subsequent request or order for the identical
type of Interconnection or Network Element shall not be
subject to the BFR process. To the extent U S WEST has
deployed an identical Network Element under a previous BFR, a
subsequent BFR is not required. For purposes of this Section
48.10, an "identical" request shall be one that is materially
identical to a previous request with respect to the
information provided pursuant to Subsections (a) through (e)
of Section 48.3 above.
48.11 In the event of a dispute under this Section 48, the Parties
agree to seek expedited Commission resolution of the dispute,
to be completed within twenty (20) days of U S WEST's response
denying Pac-West's BFR, and in no event more than thirty (30)
days after the filing of Pac-West's petition. Alternatively,
the Parties may mutually agree to resolve any disputes under
this section through the dispute resolution process pursuant
to Section 27, Part A of this Agreement
48.12 All time intervals within which a response is required from
one Party to another under this Section 48 are maximum time
intervals. The Parties agree that they will provide all
responses to the other Party as soon as the Party has the
information and analysis required to respond, even if the time
interval stated herein for a response is not over.
49. Audit Process
49.1 As used herein, "Audit' shall mean a comprehensive review of
services performed under this Agreement. Either Party (the
"Requesting Party") may perform up to three (3) Audits per
12-month period commencing with the Effective Date.
49.2 Upon thirty (30) day's written notice by the Requesting Party
to the other Party (the "Audited Party"), the Requesting Party
shall have the right, through its authorized representative,
to make an Audit, during normal business hours, of any
records, accounts and processes which contain information
related to the services provided and performance standards
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agreed to under this Agreement. Within the above-described
30-day period, the Parties shall reasonably agree upon the
scope of the Audit, the documents and processes to be
reviewed. and the time, place and manner in which the Audit
shall be performed. The Audited Party agrees to provide Audit
support, including appropriate access to and use of the
Audited Party's facilities (e.g., conference rooms.
telephones, copying machines).
49.3 Each Party shall bear its own expenses in connection with the
conduct of the Audit. The reasonable cost of special data
extractions required by the Requesting Party to conduct the
Audit will be paid for by the Requesting Party. For purposes
of this Section 49.3, a "Special Data Extraction" shall mean
the creation of an output record or informational report (from
existing data files) that is not created in the normal course
of business. If any program is developed to the Requesting
Party's specifications and at the Requesting Party's expense,
the Requesting Party shall specify at the time of request
whether the program is to be retained by the Audited Party for
reuse for any subsequent Audit. Notwithstanding the foregoing,
the Audited Party shall pay all of the Requesting Party's
external expenses (including, without limitation, the fees of
any independent auditor), in the event an Audit results in an
adjustment in the charges or in any invoice paid or payable by
the Requesting Party hereunder in an amount that is, on an
annualized basis, more than the greater of (a) one percent (1
%) of the aggregate charges for all services purchased under
this Agreement or (b) $ 10,000.
49.4 Adjustments, credits or payments shall be made and any
corrective action shall commence within thirty (30) days from
the Audited Party's receipt of the final audit report to
compensate for any errors or omissions which are disclosed by
such Audit and are agreed to by the Parties. The highest
interest rate allowable by law for commercial transactions
shall be assessed and shall be computed by compounding daily
from the time of the original due date of the amount of
dispute.
49.5 Neither such right to examine and audit nor the right to
receive an adjustment shall be affected by any statement to
the contrary appearing on checks or otherwise.
49.6 This Section 49 shall survive expiration or termination of
this Agreement for a period of two (2) years after expiration
or termination of this Agreement.
49.7 All transactions under this Agreement which are over
thirty-six (36) months old are no longer subject to Audit.
49.8 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 Audited 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 Audited
Party. To the extent an Audit involves access to information
of third parties, the Audited Party will aggregate such
competitors' data before release to the Requesting Party, to
insure the protection of the proprietary nature of information
of other competitors. To the extent a competitor is an
Affiliate of the Audited Party (including itself and its
subsidiaries), the Parties shall be allowed to examine such
Affiliate's disaggregated data, as required by reasonable
needs of the Audit.
49.9 An "Examination" shall mean an inquiry reasonably requested by
either Party into a specific element of or process where the
requesting Party raises a dispute concerning services
performed by the other Party under this Agreement and such
dispute has not been resolved through the escalation process
described in this Agreement. Only that information that is
necessary to resolve the dispute in issue must.- be provided
in the
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course of an Examination and the total time involved in an
Examination for each Party may not exceed three (3) people for
three (3) days and no more than 10. 000 pages of documents may
be reviewed. Appropriate provisions of Section 49 that apply
to Audits shall also apply to Examinations, except that either
Party may conduct only a total of nine (9) Examinations and
Audits per year, with a maximum of three (3) Audits per year.
50. Miscellaneous Services
50.1 Basic 911 and E911 General Requirements
50.1.1 Basic 911 and E911 provides a caller access to the
appropriate emergency service bureau by dialing a
3-digit universal telephone number (911). Basic 911
and E91 1 access from Local Switching shall be
provided to Pac-West in accordance with the
following:
50.1.2 Each Party will be responsible for those portions of
the 911 System for which it has reasonable control,
including any necessary maintenance to each Party's
portion of the 911 System.
50.1.3 E911 shall provide additional routing flexibility for
911 calls. E911 shall use Customer data, contained in
the Automatic Location Identification/Data Management
System ("ALI/DMS"), to determine to which Public
Safety Answering Point ("PSAP") to route the call.
50.1.4 If available in the U S WEST network, U S WEST shall
offer a third type of 911 service, S91 1. All
requirements for E91 1 also apply to S91 1 with the
exception of the type of signaling used on the
interconnection trunks from the local switch to the
E911 Tandem.
50.1.5 Basic 911 and E911 functions provided to Pac-West
shall be at least at parity with the support and
services that U S WEST provides to its Customers for
such similar functionality.
50.1.6 Basic 911 and E911 access from Local Switching shall
be provided to Pac-West in accordance with the
following:
50.1.6.1 U S WEST shall conform to all state
regulations concerning emergency
services.
50.1.6.2 For E911 provided to resold lines or in
association with unbundled switching, U
S WEST shall use its service order
process to update and maintain Customer
information in the ALI/DMS data base.
Through this process, U S WEST shall
provide and validate Customer
information resident or entered into the
ALI/DMS data base.
50.1.7 U S WEST shall provide for over-flow 911 traffic
consistent with U S WEST policy and procedure.
50-1.8 Basic 911 and E911 access from the Pac-West local
switch shall be provided to Pac-West in accordance
with the following:
50.1.8.1 If required by Pac-West, U S WEST shall
interconnect direct trunks from the
Pac-West network to the E91 1 Tandem
for connection to the
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PSAP. Such trunks to the E911 Tandem may
alternatively be provided by Pac-West.
50.1.8.2 In government jurisdictions where U S
WEST has obligations under existing
agreements as the primary provider of
the 911 System to the county, Pac-West
shall participate in the provision of
the 911 System as follows:
(a) Each Party shall be responsible
for those portions of the 911
System for which it has control,
including any necessary
maintenance to each Party's
portion of the 911 System.
(b) U S WEST shall be responsible for
maintaining the E-911 database.
50.1.8.3 If a third party is the primary service
provider to a government agency,
Pac-West shall negotiate separately with
such third party with regard to the
provision of 911 service to the agency.
All relations between such third party
and Pac-West are totally separate from
this Agreement and U S WEST makes no
representations on behalf of the third
party.
50.1.8.4 If Pac-West or an Affiliate is the
primary service provider to a government
agency, Pac-West and U S WEST shall
negotiate the specific provisions
necessary for providing 911 service to
the agency and shall include such
provisions in an amendment to this
Agreement.
50.1.8.5 Interconnection and database access
shall be priced as specified in
Attachment 1 to this Agreement or at any
rate charged to other interconnected
carriers, whichever is lower.
50.1.8.6 Pac-West will separately negotiate with
each county regarding the collection and
reimbursement to the county of
applicable Customer taxes for 911
service.
50.1.8.7 U S WEST shall comply with established,
competitively neutral intervals for
installation of facilities, including
any collocation facilities, diversity
requirements, etc.
50.1.8.8 In a resale situation, where it may be
appropriate for U S WEST to update the
ALI database, U S WEST shall update such
database with Pac-West data in an
interval no less than is experienced by
U S WEST Customers, or than for other
carriers, whichever is faster, at no
additional cost.
50.1.9 The following are Basic 911 and E911 Database
Requirements:
50.1.9.1 The ALI database shall be managed by U S
WEST, but is 'the property of U S WEST
and any participating telephone company
and CLEC for those records provided by
the company.
50.1.9.2 U S WEST, or its agent, will be
responsible for maintaining the E91 I
Data Base. U S WEST, or its agent, will
provide a copy of the Master Street
Address Guide ("MSAG"), and periodic
Updates, to Pac-West.
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50.1.9.3 Copies of the MSAG shall be provided
within twenty-one (21) calendar days
from the time requested and shall be
provided on diskette, magnetic tape, or
in a format suitable for use with
desktop computers.
50.1.9.4 Pac-West assumes all responsibility for
the accuracy of the data that Pac-West
provides to U S WEST for MSAG
preparation and E911 Database operation.
50.1.9.5 Pac-West shall be solely responsible for
providing Pac-West database records to
U S WEST for inclusion in U S WEST'; ALI
database on a timely basis.
50.1.9.6 Pac-West will provide end user data to
the U S WEST ALI database that are MSAG
valid.
50.1.9.7 Pac-West will update its end user
records provided to the U S WEST ALI
database to agree with the 911 MSAG
standards for its service areas.
50.1.9.8 U S WEST and Pac-West shall arrange for
the automated input and periodic
updating of the E911 database
information related to Pac-West end
users for resold lines in accordance
with Section 10. 1 of Attachment 2 to
this Agreement. Pac-West may request,
through the BFR process, similar
arrangements for Pac-West customers
served on a non-resale basis. U S WEST
will furnish Pac-West any variations 'to
NENA recommendations required for ALI
data base input. The cost of magnetic
tape transfer shall be borne by
Pac-West.
50.1.9.9 U S WEST and Pac-West shall arrange for
the automated input and periodic
updating of the E911 database
information related to Pac-West end
users. For resold services, U S WEST
shall work cooperatively with Pac-West
to ensure the accuracy of the data
transfer by verifying it against the
MSAG. For Pac-West's customers served by
unbundled Network Elements or through
Pac-West's own facilities, Pac-West
shall ensure the accuracy of its 911
data by verifying it against the MSAG.
50.1.9.10 Pac-West shall assign an E911 database
coordinator charged with the
responsibility of forwarding Pac-West
end user ALI record information to U S
WEST or via a third-party entity,
charged with the responsibility of ALI
record transfer. Pac-West assumes all
responsibility for the accuracy of the
data that Pac-West provides to U S WEST.
50.1.9.11 The Parties shall maintain a single
point of contact to coordinate all E91 1
activities under this Agreement.
50.1.9.12 For resold services, Pac-West shall
provide information on new Customers to
U S WEST within one (1) Business Day of
the order completion. U S WEST shall
update the database within two (2)
Business Days of receiving the data from
Pac-West If U S WEST detects an error in
the Pac-West provided data, the data
shall be returned to Pac-West within two
(2) Business Days from when it was
provided to U S WEST. Pac-West shall
respond to requests from U S WEST to
make corrections to database record
errors by uploading
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corrected records within two (2) Business Days. Manual
entry shall be allowed only in the event that the system
is not functioning properly. Pac-West may request,
through the BFR process, similar services from U S WEST
for their customers who are served on a non-resale basis.
50.1.9.13 The Parties will cooperate to implement the adoption of a
Carder Code (NENA standard five-character field) on all
ALI records received from Pac-West, when those standards,
NENA-02-OON. are adopted by the industry standards
process. U S WEST will furnish Pac-West any variations
from NENA recommendations required for ALI database
input. The Carrier Code will be used to identify the
carrier of record in INP configurations.
50.1.9.14 Pac-West will provide end user data to the U S WEST ALI
database utilizing NENA-02-001 Recommended Formats For
Data Exchange, and Recommended Standard For Street
Thoroughfare Abbreviations and Protocols For Data
Exchange and Data Quality utilizing NENA Recommended
Formats for Data Exchange document dated June, 1993.
50.1.9.15 U S WEST shall identify which ALI databases cover which
states, counties or parts thereof, and identify and
communicate a point of contact for each.
50.1.9.16 U S WEST will provide Pac-West with the identification of
the U S WEST 911 controlling office that serves each
geographic area served by Pac-West.
50.1.9.17 U S WEST shall provide to Pac-West, for Pac-West
Customers, E911/911 call routing to the appropriate
Public Safety Answering Point ("PSAP") for resold lines.
U S WEST shall provide and validate Pac-West Customer
information to the PSAP in the same fashion as it does
for its own Customers. U S WEST shall use its service
order process to update and maintain, on the same
schedule that it uses for its end users, the Pac-West
Customer service information in the ALI/DMS used to
support E911/911 services. Pac-West may request, through
the BFR process, similar services from U S WEST for their
customers who are served on a non-resale basis.
50.1.9.18 Pac-West exchanges to be included in US WEST's E911
Database will be indicated via written notice and will
not require an amendment to this Agreement.(42)
50.1.10 The following are Basic 911 and E91 1 Network Requirements:
50.1.10.1 U S WEST, at Pac-West's option, shall provide a minimum
of two (2) E911 trunks per jurisdictional area, or that
quantity which will maintain P.01 transmission grade of
service, or the level of service provided by U S WEST to
itself, whichever is the higher grade of service. These
trunks will be dedicated to routing 911 calls from
Pac-West switch to a U S WEST E911 tandem.
- ----------
42 Per Order at page 34, Issue 63.
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50.1.10.2 U S WEST shall provide Pac-West a data link to the
ALI/DMS database or permit Pac-West to provide its own
data link to the ALI/DMS database. U S WEST shall
provide error reports from the ALI/DMS database to
Pac-West immediately after Pac-West inputs information
into the ALI/DMS database. Alternately, Pac-West may
utilize U S WEST or a third party entity to enter
Customer information into the database on a demand
basis, and validate Customer information on a demand
basis.
50.1.10.3 U S WEST shall provide the selective routing of E911
calls received from Pac-West switching office. This
includes the ability to receive the ANI of the
Pac-West Customer, selectively route the call to the
appropriate PSAP, and forward the Customer's ANI to
the PSAP. U S WEST shall provide Pac-West with the
appropriate CLLI codes and specifications regarding
the tandem serving area associated addresses and meet
points in the network.
50.1.10.4 Copies of E911 Tandem Boundary Maps shall be available
to Pac-West. Each map shows the areas served by that
E911 tandem. The map provides Pac-West the information
necessary to set up its network to route E9 11 callers
to the correct E91 1 tandem.
50.1.10.5 Pac-West shall ensure that its switch provides an
eight-digit ANI consisting of an information digit and
the seven-digit exchange code. Pac-West shall also
ensure that its switch provides the line number of the
calling station. In the event of a change in industry
standards, the Parties shall cooperate to incorporate
the changed standards in their respective networks.
50.1.10.6 Each ALI discrepancy report shall be jointly
researched by U S WEST and Pac-West. Corrective action
shall be taken immediately by the responsible party.
50.1.10.7 Technical specifications for E911 network interface
are available through U S WEST technical publication
77338. Technical specifications for database loading
and maintenance are available through the third party
database manager - SCC.
50.1.10.8 U S WEST shall begin restoration of E911 and/or E911
trunking facilities immediately upon notification of
failure or outage. U S WEST must provide priority
restoration of trunks or networks outages on the same
terms/conditions it provides itself and without the
imposition of Telecommunications Service Priority
(TSP).
50.1.10.9 U S WEST shall identify any special operator-assisted
calling requirements to support 911.
50.1.10.10 Trunking shall be arranged to minimize the likelihood
of central office isolation due to cable cuts or other
equipment failures. There will be an alternate means
of transmitting a 911 call to a PSAP in the event of
failures.
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50.1.10.11 Circuits shall have interoffice, loop and carrier
system diversity when such diversity can be achieved
using existing facilities. Circuits will be divided as
equally as possible across available carrier systems.
Diversity will be maintained or upgraded to utilize
the highest level of diversity available in the
network.
50-1.10.12 Equipment and circuits used for 911 shall be monitored
at all times. Monitoring of circuits shall be done to
the individual circuit level. Monitoring shall be
conducted by U S WEST for trunks between the tandem
and all associated PSAPs.
50.1.10.13 Repair service shall begin immediately upon receipt of
a report of a malfunction. Repair service includes
testing and diagnostic service from a remote location,
dispatch of or in-person visit(s) of personnel.
Technicians will be dispatched without delay.
50.1.10.14 All 911 trunks must adhere to the Americans with
Disabilities Act requirements.
50.1.10.15 The Parties will cooperate in the routing of 911
traffic in those instances where the ALI/ANI I
information is not available on a particular 911 call.
50.1.10.16 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 U S WEST for the 911 call
delivery.
50.1.11 Basic 911 and E911 Additional Requirements
50.1.11.1 All Pac-West lines that have been ported via INP shall
reach the correct PSAP when 911 is dialed. U S WEST
shall send both the ported number and the Pac-West
number (if both are received from Pac-West). The PSAP
attendant shall see both numbers where the PSAP is
using a standard ALI display screen and the PSAP
extracts both numbers from the data that is sent.
50.1.11.2 U S WEST shall work with the appropriate government
agency to provide Pac-West the ten-digit POTS number
of each PSAP which sub-tends each U S WEST E911 Tandem
to which Pac-West is interconnected.
50.1.11.3 U S WEST will provide Pac-West with the ten-digit
telephone numbers of each PSAP agency, for which U S
WEST provides the 911 function, to be used by Pac-West
operators for handling emergency calls in those
instances where the Pac-West Customer dials "0"
instead of 911.
50.1.11.4 Pac-West will provide U S WEST with the ten-digit
telephone numbers of each PSAP agency, for which
Pac-West provides the 911 function, to be used by U S
WEST operators for handling emergency calls in those
instances where the U S WEST Customer dials "0"
instead of "911."
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50.1.11.5 U S WEST shall notify Pac-West' 'Forty-eight (48)
hours in advance of any scheduled testing or
maintenance affecting Pac-West 911 service. and
provide notification as soon as possible of any
unscheduled outage affecting Pac-West 911 service.
50.1.11.6 Pac-West shall be responsible for reporting all
errors. defects and malfunctions to U S WEST. U S WEST
snail provide Pac-West with the point of contact for
reporting errors, defects, and malfunctions in the
service and shall also provide escalation contacts.
50.1.11.7 Pac-West may enter into subcontracts with third
parties. including Pac-West affiliates, for the
performance of any of Pac-West duties and obligations
stated herein.
50.1.11.8 U S WEST shall provide sufficient planning information
regarding anticipated moves to SS7 signaling for the
next twelve (12) months.
50.1.11.9 U S WEST shall provide notification of any pending
tandem moves, NPA splits, or scheduled maintenance
outages, with enough time to react.
50.1.11.10 U S WEST shall provide "reverse ALI" inquiries by
public safety entities, consistent with U S WEST's
practices and procedures.
50.1.11.11 U S WEST shall manage NPA splits by populating the ALI
database with the appropriate new NPA codes,
consistent with U S WEST's practices and procedures
for resold services.
50.1.11.12 U S WEST must provide the ability for Pac-West to
update the 911 database with end user information for
lines that have been ported via INP or NP.
50.1.11.13 The data in the ALI database shall be managed by U S
WEST but is the property of U S WEST and all
participating telephone companies.
50.1.12 Performance Criteria. E911 Database accuracy shall be as set
forth below:
50.1.12.1 Accuracy of ALI (Automatic Location Identification)
data submitted by Pac-West to U S WEST will be
measured jointly by the PSAPs and U S WEST. All such
reports shall be forwarded to Pac-West by U S WEST and
will indicate incidents when incorrect or no ALI data
is displayed. A report regarding any inaccuracy shall
be prepared by U S WEST.
50.1.12.2 Each discrepancy report will be jointly researched by
U S WEST and Pac-West. Corrective action will be taken
immediately by the responsible party.
50.1.12.3 Each party will be responsible for the accuracy of the
Customer records it provides.
50.2 Directory Assistance Service
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50.2.1 U S WEST shall provide for the routing of directory
assistance calls (including but not limited to 411,
555-1212, NPA-550-1212) dialed by Pac-West Customers
directly to either the Pac-West Directory Assistance Service
platform or U S WEST Directory Assistance Service platform
as specified by Pac-West
50.2.2 Pac-West Customers shall be provided the capability by U S
WEST to dial the same telephone numbers for access to
Pac-West Directory Assistance that U S WEST Customers to
access U S WEST Directory Assistance.
50.2.3 U S WEST shall provide Directory Assistance functions and
services to Pac-West for its Customers as described below
until, at Pac-West's discretion, U S WEST routes calls to
the Pac-West Directory Assistance Services platform.
50.2.3.1 U S WEST agrees to provide Pac-West Customers
with the same Directory Assistance service
available to U S WEST Customers.
50.2.3.2 U S WEST shall notify Pac-West in advance of
any changes or enhancements to its Directory
Assistance Service, and shall make available
such service enhancements on a
non-discriminatory basis to Pac-West.
50.2.3.3 U S WEST shall provide Directory Assistance to
Pac-West Customers in accordance with U S
WEST's internal operating procedures and
standards, which shall, at a minimum, comply
with accepted professional and industry
standards.
50.2.3.4 U S WEST shall provide Pac-West with the same
level of support for the provisioning of
Directory Assistance as U S WEST provides
itself.
50.2.3.5 Service levels shall comply, at a minimum,
with State Regulatory Commission requirements
for directory assistance.
50.2.3.6 U S WEST agrees to maintain an adequate
operator work force based on a review and
analysis of actual call attempts and
abandonment rate.
50.2.3.7 Subject to the provisions of the applicable
U S WEST collective bargaining agreements,
Pac-West shall participate in all call
monitoring activities available to U S WEST
and to remote call monitor as customarily
practiced by the outsource customers of call
centers.
50.2.3.8 U S WEST shall provide the following minimum
Directory Assistance capabilities to Pac-West
Customers:
(a) A maximum of two Customer listings
and/or addresses or U S WEST parity per
Pac-West Customer request.
(b) Name and address to Pac-West Customers
upon request, except for unlisted
numbers, in the same states where such
information is provided to U S WEST
Customers.
(c) For Pac-West customers who are served
exclusively through resold U S WEST
retail services, Pac-West may resell U S
WEST's Directory Assistance call
completion services to the
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extent U S WEST offers call Directory
Assistance call completion to to its own
end users. For Pac-West customers who
are served from an Pac-West switch,
Pac-West may request Directory
Assistance call completion services
through the BFR process. Such BFR
process shall address the identification
of the Pac-West end user at the U S WEST
Directory Assistance Platform for
purposes of routing and billing of
intraLATA and interLATA toll calls.
(d) The U S WEST mechanized interface with
the U S WEST subscriber Listing database
is not available for Pac-West as of the
Effective Date of this Agreement. When
the mechanized interface is available, U
S WEST will populate the Directory
Assistance Database in the same manner
and in the same time frame as for U S
WEST Customers.
(e) Any information provided by a Directory
Assistance Automatic Response Unit (ARU)
shall be repeated the same number of
times for Pac-West Customers as for U S
WEST's Customers.
(f) When an Pac-West Customer served on a
resale or unbundled switching basis
requests a U S WEST directory assistance
operator to provide instant credit on a
directory assistance call, the U S WEST
directory assistance operator shall
inform the Pac-West Customer to call an
800 number for Pac-West Customer service
to request a credit. The accurate
identification of Pac-West as the
customer's local service provider by the
U S WEST directory assistance operator
requires the use of separate Pac-West
trunks to the Directory Assistance
Platform.
50.2.3.9 For resold lines and unbundled switching, U S
WEST shall provide data regarding billable events
as requested by Pac-West.
50.2.3.10 U S WEST agrees to (1) provide to Pac-West
operators, on line access to U S WEST's directory
assistance database equivalent to the access
provided to U S WEST operators; (2) allow
Pac-West or an Pac-West designated operator
bureau to license U S WEST's subscriber Listings
database on terms and conditions equivalent to
the terms and conditions upon which U S WEST
utilizes such databases; and (3) in conjunction
with branded or unbranded Directory Assistance
Service pursuant to Section 8 of this Part A of
this Agreement provide caller optional Directory
Assistance call completion service which is
comparable in every way to the Directory
Assistance call completion service U S WEST makes
available to its own users. Pac-West may, at its
option, request U S WEST not to provide call
completion services to Pac-West.
50.2.3.11 In addition to charges for directory assistance,
when call completion for an intraLATA toll call
is requested, the applicable charge for the
completion of such intraLATA toll call will
apply.
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50.3 Operator Services
50.3.1 U S WEST shall provide for the routing of local Operator
Services calls (including but not limited to 0+, 0-) dialed by
Pac-West Customers directly to either the Pac-West operator
service platform or U S WEST operator service platform as
specified by Pac-West.
50-3.2 Pac-West Customers shall be provided the capability by U S
WEST to dial the same telephone numbers to access Pac-West
operator service that U S WEST Customers dial to access U S
WEST operator service.
50-3.3 U S WEST shall provide Operator Services to Pac-West as
described below until, at Pac-West's discretion, U S WEST
routes calls to the Pac-West local Operator Services platform.
50.3.3.1 U S WEST agrees to provide Pac-West Customers the
same Operator Services available to U S WEST
Customers. U S WEST shall make available its
service enhancements on a non-discriminatory
basis.
50.3.3.2 U S WEST shall provide the following minimum
Operator Services capabilities to Pac-West
Customers:
(a) U S WEST shall complete 0+ and 0- dialed
local calls, including O-Coin, Automatic
Coin Telephone Service (ACTS) and the
completion of coin calls, the collection
of coins, and the provision of coin rates.
(b) U S WEST shall complete 0+ intraLATA and,
when offered, interLATA tall calls. The
Parties will cooperate to develop industry
standards to include the end user's PIC in
operator services signaling and the
development of associated routing
procedures.
(c) U S WEST shall complete calls for
Pac-West's Customers that are billed to
calling cards and other commercial cards
on the same basis as provided to U S WEST
own customers and Pac-West shall designate
to U S WEST the acceptable types of
special billing.
(d) U S WEST shall complete person-to-person
calls.
(e) U S WEST shall complete collect calls.
(f) U S WEST shall provide the capability for
callers to bill to a third party and
complete such calls.
(g) U S WEST shall complete station-to-station
calls.
(h) U S WEST shall process emergency calls.
(i) U S WEST shall process Busy Line Verify
and Busy Line Interrupt requests.
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(j) U S WEST shall process emergency call trace in
accordance with its normal and customary
procedures.
(k) U S WEST shall process operator-assisted directory
assistance calls.
(1) U S WEST operators shall provide Pac-West
Customers with long distance rate quotes to the
extent U S WEST provides such rate quotes to its
own end users. Based on technology available as of
the Effective Date of this Agreement, the
provision of rate quotes to Pac-West Customers
requires a separate Pac-West trunk group to the
U S WEST operator services platform to identify
the caller as an Pac-West Customer.
(m) U S WEST operators shall provide Pac-West
Customers with time and charges to the extent U S
WEST provides such time and charges to its own end
users. Based on technology available as of the
Effective Date of this Agreement, the provision of
time and charges to Pac-West Customers requires a
separate Pac-West trunk group to the U S WEST
operator services platform to identify the caller
as an Pac-West Customer.
(n) U S WEST shall route 0- traffic to a "live"
operator team.
(o) Under the circumstances that U S WEST grants
credit to its customers for a U S WEST failure to
provide directory assistance services as required
by U S WEST tariffs or as U S WEST otherwise
grants credits on a discretionary basis to U S
WEST customers, U S WEST will, on a
non-discriminatory basis, (i) in connection with
resold services, provide an equivalent credit to
Pac-West or (iii) in connection with non-resold
services, provide Pac-West a credit in the amount
paid by Pac-West for the unbundled service.(43)
(p) U S WEST shall provide caller assistance for the
disabled in the same manner as provided to U S
WEST Customers.
(q) When available to U S WEST end users, U S WEST
shall provide operator-assisted conference calling
to Pac-West.
50.3.3 U S WEST shall exercise at least the same level of fraud
control in providing Operator Service to Pac-West that U
S WEST provides for its own operator service, where the
Pac-West fraud control data is in U S WEST's Line
Information Data Base ("LIDB").
50.3.4 U S WEST shall perform Billed Number Screening (BNS)
when handling collect, third party, and calling card
calls, both for station to station and person to person
call types.
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43 Per Recommendations at page 18, Issue 105.
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50.3.5 Subject to the provisions of the applicable U S WEST
collective bargaining agreements, Pac-West shall be permitted
to participate in all call monitoring activities available to
U S WEST and to remote call monitor as customarily practiced
by the outsource customers of call centers.
50.3.6 U S WEST shall direct Customer account and other similar
inquiries to the Customer service center designated by
Pac-West.
50.3.7 U S WEST shall provide an electronic feed of Customer call
records in "EMR" format to Pac-West in accordance with the
time schedule mutually agreed between the Parties.
50.3.8 U S WEST shall update the LIDB for Pac-West Customers.
Additionally, U S WEST must provide access to LIDB for
validation of collect, third parry billed, and LEC card billed
calls.
50.3.9 Where INP is deployed and when a BLV/BLI request for a ported
number is directed to a U S WEST operator and the query is not
successful (i.e., the request yields an abnormal result),
Pac-West may request, through the BFR process, that the
operator confirm whether the number has been ported and direct
the request to the appropriate operator.
50.3.10 U S WEST shall allow Pac-West to order provisioning of
Telephone Line Number (TLN) calling cards and Billed Number
Screening (BNS), in its LIDB, for ported numbers, as specified
by Pac-West. U S WEST shall continue to allow Pac-West access
to its LIDB.
50-3.11 Toll and Assistance ("TIA") refers to functions Customers
associate with the "0" operator. Subject to availability and
capacity, access may be provided via operator services trunks
purchased from U S WEST or provided by Pac-West via
collocation arrangements to route calls to Pac-West's
platform.
50.3.12 Automated Branding - ability to announce the carrier's name to
the Customer during the introduction of the call.
50.3.13 Interconnection to the U S WEST Toll and Assistance Operator
Services from an end office to U S WEST T/A is technically
feasible at least at three (3) 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.
50.3.14 All trunk interconnections will be digital.
50.3.15 The technical requirements of operator services type trunks
and the circuits to connect the operator positions to the host
are covered in the Operator Services Switching Generic
Requirements ("OSSGR") Bellcore Document number FR-NWT-000271.
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50.3.16 Busy Line Verify and Interrupt
50.3.16.1 At the request of Pac-West operators or Customers, U S
WEST operators will perform Busy Line Verify ("BLV")
and/or Busy Line Interrupt ("BLI") operations where
such capacity exists.
50.3.16.2 When possible and where consistent with the service U S
WEST provides to its own Customers and/or end users,
U S WEST shall engineer its BLV/BLI facilities to
accommodate the anticipated volume of BLV/BLI requests
during the busy hour. Pac-West may, from time to time,
provide its anticipated volume of BLV/BLI requests to U
S WEST. In those instances when failures occur to
significant portions of the BLV/BLI systems and
databases and those systems and databases become
unavailable, U S WEST shall promptly Inform Pac-West.
50.3.16.3 BLV is performed when one Party's Customer requests
assistance from the other Party's operator or operator
bureau to determine if the called line is in use;
provided, however, that the operator bureau will not
complete the call for the Customer initiating the BLV
inquiry. Only one (1) BLV attempt will be made per
Customer operator bureau call, and a charge shall apply
whether or not the called party releases the line.
50.3.16.4 BLI is performed when one Party's Customer requests
assistance from the other Party's operator bureau to
interrupt a telephone call in progress after BLV has
occurred. The operator bureau will interrupt the busy
line and inform the called party that there is a call
waiting. The operator bureau will only interrupt the
call and will not complete the telephone call of the
Customer initiating the BLI request. The operator
bureau will make only one (1) BLI attempt per Customer
operator telephone call and the applicable charge
applies whether or not the called party releases the
line.
50.3.16.5 Each Party's operator bureau shall accept BLV and BLI
inquiries from the operator bureau of the other Party
in order to allow transparent provision of BLV/ BLI
traffic between the Parties' networks.
50.3.16.6 Each Party shall route BLV/13LI Traffic inquiries over
direct trunks between the Parties' respective operator
bureaus. Unless otherwise mutually agreed, the Parties
shall configure BLV/BLI trunks over the Interconnection
architecture defined in Attachment 4 to this Agreement.
50.4 Directory Assistance and Listings Service Requests
50.4.1 These requirements pertain to U S WEST's Directory Assistance and
Listings Service Request process that enables Pac-West to (a)
submit Pac-West Customer information for inclusion in U S WEST
Directory Assistance and Directory Listings databases; (b) submit
Pac-West Customer information for inclusion in published
directories; and (c) provide Pac-West Customer delivery address
information to enable U S WEST to fulfill directory distribution
obligations.
50.4.1.1 (intentionally left blank for numbering consistency)
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50.4.1.2 U S WEST will accept the following Directory Listing
Migration Orders from Pac-West, valid under all
access methods, including but not limited to,
Resale, Unbundled Network Elements and
Facilities-Based. and will process the orders in a
mechanized format:
(a) Migrate with no Changes: Maintain all directory
listings for the Customer in both Directory
Assistance and Directory Listing. Transfer
ownership and billing for listings to Pac-West.
(b) Migrate with Additions: Maintain all directory
listings for the customer in both Directory
Assistance and Directory Listing. Incorporate
the specified additional listings order.
Transfer ownership and billing for the listings
to Pac-West.
(c) Migrate with Deletions: Maintain all directory
listings for the Customer in both Directory
Assistance and Directory Listing. Delete the
specified listings from the listing order.
Transfer ownership and billing for the listings
to Pac-West.
50.4,1.3 The Directory Listings Migration Options should not
be tied to migration options specified for a related
service order (if any) such that a service order
specified as migration with changes may be submitted
along with a directory listing order specified as
migration with no changes.
50.4.1.4 U S WEST shall enable Pac-West to electronically
transmit multi-line listing orders.
50.4.1.5 U S WEST agrees to work cooperatively with Pac-West
to define specifications for, and implement a daily
summary report of, Directory Service Requests. The
summary information will include but is not limited
to the following information:
(a) White page listings text and format (name,
address, phone, title, designation, extra line
requirements
(b) Listing Instruction codes
50.4.1.6 To ensure accurate order processing, U S WEST shall
provide to Pac-West the following information, with
updates within one (1) Business Day of change and via
electronic exchange:
(a) A matrix of NXX to central office
(b) Geographical maps, if available, of U S WEST
service area
(c) A description of calling areas covered by each
directory, including but not limited to maps of
calling areas and matrices depicting calling
privileges within and between calling areas
(d) Listing format rules
(e) Listing alphabetizing rules
(f) Standard abbreviations acceptable for use in
listings and addresses
(g) Titles and designations
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50.4.1.2 U S WEST will accept the following Directory Listing
Migration Orders from Pac-West. valid under ail
access methods. including but not limited to. Resale,
Unbundled Network Elements and Facilities-Based. and
will process the orders in a mechanized format:
(a) Migrate with no Chances: Maintain all
directory listings for the Customer in both
Directory Assistance and Directory Listing.
Transfer ownership and billing for listings
to Pac-West.
(b) Migrate with Additions: Maintain ail directory
listings for the customer in both Directory
Assistance and Directory Listing. Incorporate
the specified additional listings order.
Transfer ownership and billing for the
listings to Pac-West.
(c) Migrate with Deletions: Maintain ail directory
listings for the customer in both Directory
Assistance and Directory Listing. Delete the
specified listings from the listing order.
Transfer ownership and billing for the
listings to Pac-West.
50.4.1.3 The Directory Listings Migration Options should not
be tied to migration options specified for a related
service order (if any) such that a service order
specified as migration with changes May be submitted
along with a directory listing order specified as
migration with no changes.
50.4.1.4 U S WEST shall enable Pac-West to electronically
transmit multi-line listing orders.
50.4.1.5 U S WEST agrees to work cooperatively with Pac-West
to define specifications for, and implement a daily
summary report of, Directory Service Requests. The
summary information will include but is not limited
to the following information:
(a) White pace listings text and format (name,
address, phone, title, designation, extra line
requirements
(b) Listing Instruction codes
50.4.1.6 To ensure accurate order processing, U S WEST shall
provide to Pac-West the following information, with
updates within one (1) Business Day of change and
via electronic exchange:
(a) A matrix of NXX to central office
(b) Geographical maps. if available, of U S WEST
service area
(c) A description of calling areas covered by each
directory, including but not limited to maps
of calling areas and Matrices depicting
calling privileges within and between calling
areas
(d) Listing format rules
(e) Listing alphabetizing rules
(f) Standard abbreviations acceptable for use in
listings and addresses
(g) Titles and designations
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50.4.1.7 Based on changes submitted by Pac-West, U S WEST
shall update and maintain Directory Assistance
and Directory Listings data for Pac-West
Customers who:
(a) Disconnect Service
(b) Change carrier
(c) Install Service
(d) Change any service which affects
Directory Assistance information
(e) Specify Non-Solicitation
(f) Are Non-Published, Non-Listed, or Listed
50.4.1.8 U S WEST shall not charge for storage of Pac-West
Customer information in the Directory Assistance
and Directory Listing systems.
50.4.1.9 Pac-West shall not charge for storage of U S WEST
Customer information in the Directory Assistance
and Directory Listing systems.
50.5 Directory Assistance Data
50.5.1 This Section refers to the residential, business, and
government Customer records used by U S WEST to create and
maintain databases for the provision of live or automated
operator assisted Directory Assistance. Directory Assistance
data is information that enables telephone exchange carriers
to swiftly and accurately respond to requests for directory
information, including, but not limited to, name, address and
phone numbers. Under the provisions of the Act and the FCC's
Interconnection Order, U S WEST shall provide unbundled and
non-discriminatory access to the residential, business and
government Customer records used by U S WEST to create and
maintain databases for the provision of live or automated
operator assisted Directory Assistance. Pac-West may combine
this element with any other Network Element for the provision
of any Telecommunications Service.(44)
50.5.2 U S WEST shall provide an initial load of Customer records and
Customer list information to Pac-West, in a mutually-agreed-to
format, via electronic transfer, within thirty (30) calendar
days of the Effective Date of this Agreement The initial load
shall include all data resident in the U S WEST Databases
and/or systems used by U S WEST for housing Directory
Assistance data and/or Customer Listing data. In addition, the
initial load shall be current as of the prior Business Day on
which the initial load is provided.
50.5.3 U S WEST shall provide Pac-West daily updates to the Customer
records and Customer list information in a mutually-agreed-to
format via electronic transfer.
50.5.4 U S WEST shall provide the ability for Pac-West to
electronically query the U S WEST Directory Assistance
Database and Listings Database in a manner at least consistent
with and equal to that which U S WEST provides to itself or
any other Person.
50.5.5 U S WEST shall provide an initial load of Customer records and
Customer list information to Pac-West, in a mutually-agreed-to
format, via electronic transfer,
- ----------
44 Per Order at page 32, Issue 63.
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within thirty (30) calendar days of the Effective
Date of this Agreement The initial load shall include
ail data resident in the U S WEST Databases and/or
systems used by U S WEST for housing directory
assistance data and/or Customer Listing data. In
addition, the initial load shall be current as of the
prior Business Day on which the initial load is
provided.
50.5.6 U S WEST shall provide Pac-West daily updates to the
Customer records and Customer list information in a
mutually-agreed-to format via electronic transfer.
50.5.7 U S WEST shall provide the ability for Pac-West to
electronically query the U S WEST Directory
Assistance Database and Listings Database in a manner
at least consistent with and equal to that which U S
WEST provides to itself or any other Person.
50.5.8 U S WEST shall provide Pac-West a complete list of
ILECs, CLECs. and independent telephone companies
that provided data contained in the database.
50.5.9 On a daily basis, U S WEST shall provide updates (end
user and mass) to the Listing information via
electronic data transfer. Updates shall be current as
of one business day prior to the date provided to
Pac-West.
50.5.10 U S WEST shall provide Pac-West access to Directory
Assistance support databases. For example, Pac-West
requires access to use restriction information
including but not limited to call completion.
50.5.11 Directory Assistance data shall specify whether the
Customer is a residential, business, or government
Customer. Additionally, data must include all levels
of indentation and all levels of information
specified in "Directory Assistance Data Information
Exchanges and Interfaces' below.
50.5.12 Directory Assistance data shall be provided on the
same terms, conditions, and rates that U S WEST
provides such data to itself or other third parties.
50.5.13 U S WEST shall provide complete refresh of the
Directory Assistance data upon request by Pac-West
50.5.14 U S WEST and Pac-West will cooperate in the
designation of a location at which the data will be
provided.
51. Unused Transmission Media(45)
51.1 Definitions
51.1.1 Unused Transmission Media is physical inter-office
transmission media (e.g., optical fiber, copper
twisted pairs, coaxial cable) which have no lightwave
or electronic transmission equipment terminated to
such media to operationalize transmission
capabilities.
51.1.2 Dark fiber is excess fiber optic cable which has been
placed in a network and is not currently being lit by
electronics from any
- ----------
45 Per Order at pages 11 -12, Issue 22.
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carrier. Dark Fiber, one type of Unused Transmission Media, is
unused strands of optical fiber. Dark Fiber also includes
strands of optical fiber which may or may not have lightwave
repeater (regenerator or optical amplifier) equipment
interspliced, but which has no line terminating facilities
terminated to such strands. Unused Transmission Media also
includes unused wavelengths within a fiber strand for purposes
of coarse or dense wavelength division multiplexed (WDM)
applications. Typical single wavelength transmission involves
propagation of optical signals at single wavelengths (1.3 or
1.55 micron wavelengths). In WDM applications, a WDM device is
used to combine optical signals at different wavelengths on to
a single fiber strand. The combined signal is then transported
over the fiber strand. For coarse WDM applications, one (1)
signal each at 1.3 micron and 1.55 micron wavelength are
combined. For dense WDM applications, many signals in the
vicinity of 1.3 micron wavelength and/or 1.55 micron
wavelength are combined.
51.2 While U S WEST is not required to provide Unused Transmission
Media, other than Dark Fiber,(46) Pac-West may, subject to the
agreement of U S WEST, lease copper twisted pairs, coaxial cable
or other Unused Transmission Media.
51.3 Requirements
51.3.1 Subject to Section 51.2 above, U S WEST shall make
available Unused Transmission Media to Pac-West under a
lease agreement or other arrangement.
51.3.2 U S WEST shall provide a single point of contact for
negotiating all Unused Transmission Media use
arrangements.
51.3.3 Pac-West may test the quality of the Unused Transmission
Media to confirm its usability and performance
specifications.
51.3.4 Where Unused Transmission Media is required to be offered
or is agreed to be offered by U S WEST, U S WEST shall
provide to Pac-West information regarding the location,
availability and performance of Unused Transmission Media
within ten (10) Business Days for a records-based answer
and twenty (20) Business Days for a field- based answer,
after receiving a request from Pac-West ("Request").
Within such time period, U S WEST shall send written or
electronic confirmation or any other method of
notification agreed to by the Parties of availability of
the Unused Transmission Media ("Confirmation").
- ----------
46 Per Order at pages 11-12, Issue 22.
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51.3.5 Where Unused Transmission Media is required to be offered or
is agreed to be offered by U S WEST, U S WEST shall make
Unused Transmission Media available for Pac-West's use in
accordance with the terms of this Section 51 within twenty
(20) Business Days or a reasonable timeframe consistent with
industry standards after it receives written acceptance from
Pac-West that the Unused Transmission Media is wanted for use
by Pac-West. Splicing of Pac-West fiber may be performed at
the same points that are available for U S WEST splices.
51.4 Requirements Specific to Dark Fiber
51.4.1 Pac-West may test Dark Fiber leased from U S WEST using
Pac-West or Pac-West designated personnel subject to Section
51.2. U S WEST shall provide appropriate interfaces to allow
testing of Dark Fiber. U S WEST shall provide an excess cable
length of twenty-five (25) feet minimum, where available, for
fiber in underground conduit. U S WEST shall provide splicing
of Pac-West fiber to U S WEST Dark Fiber under normal
circumstances (e.g., no construction) in metropolitan areas
within seventeen (17) calendar days of Pac-West's request, and
within thirty (30) calendar days of a request in a
non-metropolitan area. Pac-West may request expedited
splicing, which shall be subject to available U S WEST
resources.
51.4.2 For WDM applications, U S WEST shall provide to Pac-West an
interface to an existing WDM device or allow Pac-West to
install its own WDM device (where sufficient system loss
margins exist or where Pac-West provides the necessary loss
compensation) to multiplex the traffic at different
wavelengths. This applies to both the transmit and receive
ends of the Dark Fiber.
51.5 For the period beginning at the time of the Request and ending ninety
(90) days following Confirmation, U S WEST shall reserve such Dark
Fiber for Pac-West and shall not allow any use thereof by any Party,
including U S WEST. Pac-West shall elect whether or not to accept such
Dark Fiber within the ninety (90) day period following Confirmation.
Pac-West may accept such Dark Fiber by sending written notice to U S
WEST ("Acceptance"). If Pac-West requests reservation of Dark Fiber, U
S WEST may charge a reservation fee in an amount mutually agreed upon
by the Parties. Pac-West's obligation to pay a reservation fee shall
begin on the date of the Confirmation. If the Parties are unable to
agree on a reasonable reservation fee, the fee shall be established
pursuant to the dispute resolution process in Section 27 of Part A of
this Agreement Pac-West shall begin payment for the use of Dark Fiber
upon the date of its timely Acceptance. If Pac-West fails to send a
timely Acceptance, its reservation shall be released. If U S WEST
agrees to provide Unused Transmission Media other than Dark Fiber
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to Pac-West, it shall do so on the same terms and conditions as stated
in this section.(47)
U S WEST may not reserve future capacity of its Dark Fiber for its own
use,(48) with the exception of maintenance and emergency spare.(49)
51.6 Portions of the bandwidth of the fiber may be sectioned and
Pac-West may share the bandwidth with U S WEST and other
CLECs.
52. Service Standards(50)
U S WEST will provide all Local Resale, Ancillary Functions, Network
Elements or Combinations in accordance with service standards,
measurements, and performance requirements that are expressly specified
in this Agreement and Attachment 5 hereto. In cases where such
performance standards are not expressly specified, U S WEST will
provide all Local Resale, Ancillary Functions, Network Elements or
Combinations in accordance with performance standards which are at
least equal to the level of performance standards and/or quality of
service that U S WEST provides to itself, its Affiliates, to other
CLECs, or other quality of service requirements imposed by the
Commission, whichever is higher, in providing Local Resale, Ancillary
Functions, Network Elements or Combinations to itself, to its end-users
or to its Affiliates. If Pac-West requests a higher level of service
than that provided by U S WEST to itself or other Persons, Pac-West
shall make the request pursuant to the BFR process.
52.1 Definitions
The following service standards may be supplanted or
supplemented by a Commission decision in a proceeding
conducted for the purpose of determining the appropriate
performance standards or the applicability of penalties
relative to U S WEST's compliance with this Agreement, the Act
or the Commission's orders.(51)
52.1.1 "Specified Performance Commitment!' means the
commitment by U S WEST to meet the Performance
Criteria for any Specified Activity during the
Specified Review Period. The Specified Review Period
shall be the same period as U S WEST provides itself
for existing Performance Criteria and shall be ninety
(90) days for new Performance Criteria. The standard
of performance for each of the measurements of
performance in Washington shall be the quality of
service which U S WEST provides in Washington to
either itself, its ten largest end user Customers in
the aggregate, independent LECs in the aggregate,
other CLECs in the aggregate, or other quality of
service requirements imposed by the Commission,
whichever is highest
- ----------
47 Per Recommendation at pages 19-20, Issue 138.
48 Per Order at page 11, Issue 22.
49 Per Recommendation at page 20, Issue 138.
50 Per Order at pages 34-36, Issue 69.
51 Per Order at pages 34-36, Issue 69.
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52.1.2 "Specified Activity" includes, but is not limited to,
the following activities:
(a) Installation Activities - apply to resold
services, unbundled loops, unbundled
switching, and interim number portability:
(i) Installation Intervals Offered
(measured from application date to
original due date);
(ii) Installation Commitments Met;
(iii) Installation Reports within seven (7)
days (percent of reports per total of
new, to or change orders).
(b) Repair Activities - apply to resold service,
unbundled loops, unbundled switching, and
interim number portability:
(i) Out of Service Cleared in Less than
Twenty-four (24) Hours (percent of
total out of service reports);
(ii) Report Rate per 100 Access Lines;
(iii) Repair Commitments Met;
(iv) Out of Service and Service Affecting
Cleared in Less than Forty-eight (48)
Hours;
(v) Repair Repeat Reports within Thirty
(30) Days (Percent of Repeats per 100
Access Lines).
(c) Trunking Activities - includes interconnection
trunks:
(i) Defects per One Million Calls
(Dedicated Facilities/Trunkside only).
52.1.3 "Performance Criteria" means, with respect to a
Specified Review Period (i.e., a calendar month or
quarter), the performance by U S WEST for each
Specified Activity for Pac-West will meet or exceed U
S WEST's overall average performance (as provided by
U S WEST to itself, to CLECs and to all other
Persons) for each Resale Service or unbundled Network
Element
52.2 Failure to Meet the Performance Criteria
If, during a Specified Review Period, U S WEST fails to meet
the Performance Criteria, U S WEST will use its best efforts
to meet the Performance Criteria for the next Specified Review
Period. If U S WEST fails to meet the Performance Criteria for
two (2) consecutive periods, the Parties agree, in good faith,
to attempt to resolve such issues through negotiation or
nonbinding arbitration. This paragraph shall not be construed
to waive either
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Party's right to seek legal or regulatory intervention as provided by
state or federal law. Pac-West may seek regulatory or other legal
relief including requests for specific performance of U S WEST's
obligations under this Agreement
52.3 Limitations
U S WEST's failure to meet or exceed any of the Performance
Criteria cannot be as a result directly or indirectly, of a
Delaying Event A "Delaying Event" means (a) a failure by
Pac-West to perform any of its obligations set forth in this
Agreement, (b) any delay, act or failure to act by a Customer,
agent of subcontractor of Pac-West, or (c) any force majeure
event. If a Delaying Event prevents U S WEST from performing a
Specified Activity, then such Specified Activity shall be
excluded from the calculation of U S WEST's -compliance with
the Performance Criteria.
52.4 Records
U S WEST shall maintain complete and accurate records, for the
Specified Review Period, of its performance under this
Agreement for each Specified Activity and its compliance with
the Performance Criteria. U S WEST shall provide to Pac-West
such records in a self-reporting format. The Parties agree
that such records shall be deemed Proprietary Information.
53. Entire Agreement
53.1 This Agreement shall include the Attachments, Appendices and
other documents referenced herein all of which are hereby
incorporated by reference, and 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.
53.2 If a provision contained in any U S WEST tariff conflicts with
any provision of this Agreement, the provision of this
Agreement shall control, unless otherwise ordered by the FCC
or the Commission.
54. Reservation of Rights
54.1 The Parties acknowledge that the terms of this Agreement were
established pursuant to an order of the Commission. Any or all
of the terms of this Agreement may be altered or abrogated by
a successful challenge to this Agreement (or the order
approving this Agreement) as permitted by applicable law. By
signing this Agreement, neither Party waives its right to
pursue such a challenge.
54.2 The Parties enter into this Agreement without prejudice to any
position they may have taken previously, or may take in the
future in any legislative, regulatory, or other public forum
addressing any matters, including matters related to the types
of arrangements prescribed by this Agreement
82
<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.**
/s/ John F. Sumpter /s/ Denny Bayers
- -------------------------------- ----------------------------------
Signature *Signature
John F. Sumpter Denny Bayers
- -------------------------------- ----------------------------------
Name Printed/Typed Name Printed/Typed
Vice President - Regulation Director
- -------------------------------- ----------------------------------
Title Title
8/13/99 9/2/99
- -------------------------------- ----------------------------------
Date Date
* Signed as ordered by the
arbitrator/commission in Docket No.
UT-960309. Signature does not indicate
agreement with all aspects of the
arbitrator's decision, nor does it
waive any of U S WEST's right to seek
judicial review of all or part of the
agreement, or to reform the agreement
to conform with the Opinion of the
United States Court of Appeals for the
Eighth Circuit, or any other decision
or opinion following successful
judicial review.
** This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between AT&T Communications of the
Pacific Northwest. Inc., a Washington corporation and U S WEST Communications,
Inc. (the "Underlying Agreement"). The Underlying Agreement was approved by
the Commission on July 11, 1997.
With respect to this Agreement, the Parties understand and agree:
i) The Parties shall request the Commission to expedite its review and
approval of this Agreement.
ii) Notwithstanding the mutual commitments set forth herein, the Parties
are entering into this Agreement without prejudice to any positions they have
taken previously, or may take in the future, in any legislative, regulatory, or
other public forum addressing any matters, including those relating to the types
of arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.
83
<PAGE>
iv) 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.
v) Subsequent to the execution of this Agreement, the FCC or the Commission may
issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or covenant(s) than
as contained in the Underlying Agreement had such change or modification been in
existence before execution of the Underlying Agreement, then this Agreement
shall be amended to reflect such different terms(s), condition(s), or
covenant(s). Where the parties fail to agree upon such an amendment, it shall be
resolved in accordance with the Dispute Resolution provision of this Agreement.
84
<PAGE>
Attachment 1
TABLE OF CONTENTS
1. General Principles .....................................................2
2. Resale Rates and Charges ...............................................2
3. Construction and Implementation Costs ..................................3
4. Network Elements........................................................4
5. Transport and Termination ..............................................4
6. Number Portability .....................................................5
7. Collocation - Physical and Virtual .....................................5
<PAGE>
RATES and CHARGES
1. General Principles
1.1 All rates provided under this Agreement shall remain in effect
for the term of this Agreement unless they are not in
accordance with all applicable provisions of the Act, the
rules and regulations of the FCC, or the Commission's rules
and regulations.
1.2 Except as otherwise specified in this Agreement, as approved
or ordered by the Commission, or as agreed to by the Parties
through good faith negotiations, nothing in this Agreement
shall prevent a Party through the dispute resolution process
described in this Agreement from seeking to recover the costs
and expenses, if any, it may incur in (a) complying with and
implementing its obligations under this Agreement, the Act,
and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical
installation and maintenance of any systems or other
infrastructure which it requires to comply with and to
continue complying with its responsibilities and obligations
under this Agreement.
1.3 The rates in this Agreement are interim in nature. Such rates
are as described in the Interim Pricing Schedule attached as
Attachment I (the "Pricing Schedule"). Permanent rates will be
established by the Commission in its generic costing and
pricing Docket UT-960369.(1)
2. Resale Rates and Charges
All services that U S WEST provides at retail to subscribers who are
not Telecommunications Carriers shall be provided at wholesale rates as
provided in the Pricing Schedule.
2.1 A Customer Transfer Charge (CTC) as specified in the Pricing
Schedule applies when transferring any existing account or
lines to Pac-West.(2)
2.2 (Intentionally left blank for numbering consistency)
2.3 If the resold services are purchased pursuant to tariffs and
the tariff rates change, charges billed to Pac-West for such
services will be based upon the new tariff rates less the
applicable wholesale discount as agreed to herein. The new
rate will be effective upon the tariff effective date.
2.4 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 or as found in the applicable
tariffs also apply.
2.5 Pac-West will pay to U S WEST the PIC change charge without
discount associated with Pac-West end user changes of
inter-exchange or intraLATA carriers.
- ----------
1 Per Order at page 3.
2 Per Supplemental Order at 3. See also, Order at page 24.
Page 2
<PAGE>
2.6 Pac-West agrees to pay U S WEST at the wholesale discount rate
when its end user activates any services or features that are
billed on a per use or per activation basis (e.a., continuous
redial, last call return, call back calling, call trace,
etc.). U S WEST shall provide Pac-West with detailed billing
information per applicable OBF standards unless otherwise
agreed to by the Parties as necessary to permit Pac-West to
bill its end users such charges.
2.7 (Intentionally left blank for numbering consistency)
2.8 Nonrecurring charges will be billed as approved by the
Commission.
2.9 (Intentionally left blank for numbering consistency)
2.10 (Intentionally left blank for numbering consistency)
2.11 Resale prices shall be wholesale rates determined on the basis
of retail rates charged to subscribers for the
Telecommunications Service requested, excluding the portion
thereof attributable to any marketing, billing, collection and
other costs that will be avoided by U S WEST, as specified in
the Act, by the FCC and the Commission. U S WEST shall be
obligated to offer its volume and term discount service plans
to Pac-West provided that Pac-West complies with the volume
and term requirements contained therein. If selected by
Pac-West, Pac-West will receive either the volume discounted
rate or 16 percent (off the original retail rate), whichever
is the larger discount With the exception of the preceding,
Pac-West shall not be required to agree to volume or term
commitments as a condition for obtaining Local Resale.(3)
2.12 U S WEST shall bill Pac-West and Pac-West is responsible for
all applicable charges for the Resale Services. Pac-West shall
be responsible for all charges associated with services that
Pac-West resells to an end user.
3. Construction and Implementation Costs
3.1 U S WEST may assess Pac-West up-front, nonrecurring charges
for construction costs associated with a service only if U S
WEST assesses its own end users such charges for similar
construction and also demonstrates to the Commission that it
is customary industry practice to charge end users for similar
costs. If a tariff exists, such charges are deemed to be a
customary industry practice. U S WEST shall not double recover
nonrecurring construction charges. If another CLEC or U S WEST
receives a benefit from the construction or other activity for
which Pac-West is charged, Pac-West is entitled to recover
contribution from the CLEC, or, if applicable, U S WEST as a
beneficiary, for a share of the costs.(4)
3.2 (Intentionally left blank for numbering consistency)
3.3 (Intentionally left blank for numbering consistency)
- ----------
3 Per Order at page 19, Issue 33.
4 Per Order at pages 22-23, Issue 39.
Page 3
<PAGE>
3.4 A quote for the Pac-West 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 U S WEST construct the
facilities, U S WEST reserves the right to bill Pac-West for
the expense incurred for producing the engineered job design.
3.5 Pac-West shall make payment of fifty percent (50%) of the
nonrecurring charges and fees upon acceptance of the quotation
with the remainder due upon completion of the construction. In
the event that Pac-West disputes the amount of U S WEST's
proposed construction costs, Pac-West shall deposit fifty
percent (50%) of the quoted construction costs into an
interest bearing escrow account prior to the commencement of
construction. The remainder of the quoted construction costs
shall be deposited into the escrow account upon completion of
the construction. Upon resolution of the dispute, the escrow
agent shall distribute amounts in the account in accordance
with the resolution of such dispute and any interest that has
accrued with respect to amounts in the account shall be
distributed proportionately to the Parties. The pendency of
any such dispute shall not affect the obligation of U S WEST
to complete the requested construction.
4. Network Elements
4.1 U S WEST shall not be required to deaverage rates for
unbundled network elements unless rates for retail services
are deaveraged.(5)
4.2 Unbundled network elements not required by this Agreement will
be acquired pursuant to the BFR process and will be priced at
TELRIC with a reasonable allocation of forward looking common
costs.(6)
4.3 (Intentionally left blank for numbering consistency)
4.4 (Deleted per Arbitrators Recommendations(7)
4.5 Pricing for Toll and Assistance Operator Services shall be
determined upon request.
5. Transport and Termination
5.1 The parties will utilize bill and keep as a reciprocal
compensation mechanism until otherwise agreed between the
parties or ordered by the Commission.(8)
5.2 In the event bill and keep is terminated and the Parties have
not agreed on reciprocal compensation arrangements to replace
bill and keep or the Commission has not ordered replacement
arrangements, the determination of an appropriate reciprocal
compensation
- ----------
5 Per Order at pages 44-45, Issue 75.
6 Per Order at page 46, Issue 79.
7 Per Recommendations at pages 3-7, Issues 29-32.
8 Per Order at page 47, Issues 81-90.
Page 4
<PAGE>
mechanism shall be resolved in accordance with the dispute
resolution procedures described in Section 27.
6. Number Portability
6.1 In regard to pricing of Interim Number Portability ("INP"),
any allocation of costs shall be in a competitively neutral
manner, and the total costs of RCF or of any other INP
methodology shall, if not accommodated on a bill and keep
basis, be allocated in proportion to all telecommunications
carriers share of active working numbers.(9)
6.2 Access charges for terminating IntraLATA toll and InterLATA
minutes shall be recovered by each Party's billing Inter
Exchange Carriers (IXCs) separately for each Party's portion
of the access charges, based on the functions and facilities
provided by carrier for call forwarding and termination. In
calculating such recovery based upon the functions and
facilities provided by a carrier, it shall be recognized that
U S WEST may receive compensation for INP costs by means of
the methodology outlined in Section 6.1 preceding.(10)
6.3 U S WEST shall recover the non-recurring cost of interim
number portability from Pac-West. The non-recurring charges
for INP are provided in the Pricing Schedule.
6.4 Pac-West may request U S WEST to provide Pac-West call detail
records identifying each IXC which are sufficient to allow
Pac-West to render bills to IXCs for calls IXCs place to
ported numbers in the U S WEST network which U S WEST forwards
to Pac-West for termination. To the extent U S WEST is unable
to provide billing detail information within a reasonable time
frame, the Parties may agree on an interim method to share
access revenues pursuant to a mutually agreed upon surrogate
approach.
7. Collocation - Physical and Virtual
See Pricing Schedule, attached to this Attachment.
- ----------
9 Per Order at page 26, Issue 51.
10 Per Order at pages 26-27, Issue 51.
Page 5
<PAGE>
Attachment 1 - Pricing Schedule
U S WEST and PAC-WEST
INTERIM PRICING SCHEDULE
<TABLE>
<CAPTION>
<S> <C>
RESALE
Wholesale Discount Rate 16%
Customer Transfer Charge - per Line 5.00
UNBUNDLED NETWORK ELEMENTS
Unbundled Loop
Network Interface Device $ 0.53
Unbundled Loop - Recurring - per Line per Month $ 11.33
Unbundled Loop - Residential Non-Recurring Charge $ *
Unbundled Loop - Business Non-Recurring Charge $ *
* Note: Per the Commission's Approval at page 13, paragraph
H, the interim rate for an unbundled loop shall equal the
existing retail non recurring charge minus the avoided cost
discount. The Residential charge would be the 1 FR tariffed
rate minus the 16% wholesale discount and the Business
charge would be the 1 FB rate minus the 16% wholesale
discount.
Local Switching
Port - per Line per Month $ 1.04
Usage - per Minute $ 0.0018
Transport
Dedicated Transport
DSO - per Month 4.26
DS1 Fixed Per Mile
----- --------
0 Miles None None
Over 0 to 8 Miles $ 41.72 $ 0.67
Over 8 to 25 Miles $ 41.72 $ 0.84
Over 25 to 50 Miles $ 41.73 $ 2.97
Over 50 Miles $ 41.73 $ 3.49
DS3 Fixed Per Mile
----- --------
0 Miles None None
Over 0 to 8 Miles S 283.30 $ 13.83
Over 8 to 25 Miles $ 284.17 $ 15.03
Over 25 to 50 Miles $ 291.31 $ 39.19
Over 50 Miles $ 293.91 $ 44.74
</TABLE>
Page 6
<PAGE>
Attachment 1 -Pricing Schedule
<TABLE>
<CAPTION>
<S> <C>
Multiplexing - per Arrangement
DS1 to DS3 - Recurring $ 218.58
DS1 to DS3 - Non-Recurring $ 418.45
Tandem Switched Transport
Tandem Switching - per Minute $ 0.0014
Tandem Transmission Per Minute Per Minute Per Mile
---------- -------------------
0 Miles None None
Over 0 to 8 Miles $ 0.000411 $ 0.000009
Over 8 to 25 Miles $ 0.000411 $ 0.000007
Over 25 to 50 Miles $ 0.000408 $
Over 50 Miles $ 0.000409 $ 0.000015
Tandem Switching - per Minute $ 0.0014
Signaling
Signaling Link - per Link per Month $ 45.81
Signaling Link - First Link - Non-Recurring $ 504.68
Signaling Link - Each Additional Link - Non-Recurring $ 72.42
Note: Per the Commission's letter dated July 18, 1997,
stating that the Commission's Approval also adopted U S
WEST's proposed Signaling Link Non-Recurring Charges.
Signal Transfer Point - per Message $ 0.00004
Service Control Point / Database - per Message $ 0.00095
Operator Systems
Directory Assistance - per Line per Month $ 0.14106
Busy Line Verify - per Call $ 0.72
Busy Line Interrupt - per Call $ 0.87
Transport and Termination Bill and Keep
INTERIM NUMBER PORTABILITY
Non-Recurring
Service Establishment - per Switch per Route $ 43.80
Service Establishment - Additional Number Ported or changes to existing
Number - per Number Ported $ 9.49
Additional and Consecutive Numbers Ported on same account name and
Consecutive Numbers - per Number Ported $ 7.05
</TABLE>
Page 7
<PAGE>
Attachment 1 - Pricing Schedule
<TABLE>
<CAPTION>
<S> <C>
VIRTUAL AND PHYSICAL COLLOCATION
Quote Preparation Fee $ 2,437.30
Recurring Non-Recurring
--------- -------------
Entrance Facility - 2 fibers $ 2.07 $ 1,307.45
2-wire DSO EICT $ 1.41 $ 339.61
4-wire DSO EICT $ 1.79 $ 339.61
DS1 EICT $ 9.12 S 405.02
DS3 EICT $ 31.93 $ 433.23
DS1 EICT - regeneration $ 14.38 S 405.02
DS3 EICT - regeneration $ 94.24 S 433.23
Non-Recurring
-------------
Entrance Enclosure
Manhole - per Month per Manhole $ 27.61 ***
Handhold - per Month per Handhold $ 15.22 ***
Conduit and Interduct from Entrance Enclosure to Cable Vault - per Foot per Month $ 0.42 ***
Core Drill - per Core $ 363.13 ***
Riser from Cable Vault to Customer Designated Equipment - per Foot per Month $ 0.47 ***
Fiber Optic Cable (24 fiber increments) - per Foot per Month $ 0.05 ***
Fiber Cable Placement in Conduit and Riser - per Foot $ 1.66 ***
Copper Cable per 25 pair - per Month $ 0.012 ***
Copper Cable Splicing - per Splice $ 91.27 ***
Copper Cable Placement in Conduit and Riser - per Foot $ 1.66 ***
Coax Cable RG59 - per Foot per Month $ 0.20 ***
Note: Per the Commission's Approval at page 13, paragraph 1, to
the extent there is any conflict between these prices and the
previous collocation prices, the previous prices shall apply.
Cable Splicing
Per Setup S 103.59
Per Fiber Spliced $ 12.95
48 Volt Power - per Ampere per Month $ 13.45
48 Volt Power Cable Recurring Non-Recurring
--------- -------------
20 Ampere Capacity 0.15 $ 68.37
40 Ampere Capacity $ 0.20 $ 92.71
60 Ampere Capacity $ 0.22 $ 104.42
Equipment Bay - per Shelf $ 8.58
Regular Hours After Hours
------------- -----------
Inspector - per 1/2 Hour $ 28.62 $ 37.20
Training - per 1/2Hour $ 25.36 None
Engineering - per %Hour $ 24.73 $ 33.09
Installation - per 1/2Hour $ 28.62 $ 37.20
Maintenance - per %Hour $ 25.36 $ 33.73
</TABLE>
Page 8
<PAGE>
Attachment 1 - Pricing Schedule
<TABLE>
<CAPTION>
<S> <C>
Rent (w/ Maintenance) - per square foot - Zone 1 $ 2.75
Rent (w/ Maintenance) - per square foot - Zone 2 $ 2.26
Rent (w/ Maintenance) - per square foot - Zone 3 $ 2.06
Cage / Hard Wall Enclosure ICB ****
</TABLE>
**** Note: This element will be priced on an individual case basis,
per the Commission's Approval at page 13, paragraph J.
Page 9
<PAGE>
Attachment 2
TABLE OF CONTENTS
1. DESCRIPTION 1
2. GENERAL TERMS AND CONDITIONS FOR RESALE 2
3. BASIC SERVICE REQUIREMENTS 3
4. REQUIREMENTS FOR SPECIFIC SERVICES 3
5. SERVICE FUNCTIONS 8
6. SECURITY AND LAW 8
7. ORDERING AND MAINTENANCE 9
8. CHANGES IN RETAIL SERVICE 9
9. CUSTOMER AUTHORIZATION PROCESS 10
10. PAC-WEST RESPONSIBILITIES 11
11. PRICING 11
12. DEPOSIT 11
1
<PAGE>
RESALE
1. Description
1.1 Pac-West may resell to any and all classes of end-users
Telecommunications Services obtained from U S WEST under this
Agreement, except that (i) residential services may not be
resold to business customers and business service may not be
resold to residential customers and (ii) Lifeline Assistance,
Link-up Services, and Telecommunications Relay Services may be
resold only to those customers eligible for those services.(1)
U S WEST will not prohibit, nor impose unreasonable or
discriminatory conditions or limitations on the resale of its
Telecommunications Services. The foregoing shall permit
without limitation, the resale of Telecommunications Services
to another Reseller.
1.2 U S WEST will also make the following services available for
resale: residential basic exchange, Centrex Plus, Operator
Services, Directory Assistance, Optional Calling Plans, Volume
Discount Plans, Discounted Feature Packages, Private Line
Transport, negotiated contract arrangements, Business Basic
Exchange, PBX Trunks, Frame Relay Service, ISDN, listings,
features, IntraLATA toll, AIN Services and WATS. This list of
services is neither all inclusive nor exclusive.
1.3 At the request of Pac-West and pursuant to the requirements of
the Act, and FCC rules and state regulations, U S WEST shall
make available to Pac-West for resale any Telecommunications
Services that U S WEST currently provides or may offer
hereafter, including, but not limited to, Telecommunications
Services offered through promotions of more than ninety (90)
days duration, contract service arrangements, special
arrangements, and discount plans.(2) Resale discounts may vary
from the standard resale discount, subject to the approval of
the Commission.
1.4 This Section 1 describes several services which U S WEST shall
make available to Pac-West for resale pursuant to this
Agreement. This description of services is neither all
inclusive nor exclusive. Except as may be noted elsewhere in
this Agreement, all services or offerings of U S WEST which
are to be offered for resale pursuant to the Act are subject
to the terms herein, even though they are not specifically
enumerated or described.
1.5 U S WEST shall not be required to make inside wire or voice
mail services available to Pac-West for resale.(3)
1.5.1 Voice Mail
U S WEST shall make available the SMDI-E ("Station
Message Desk Interface Enhanced"), where available,
or SMD1 (Station Message Desk Interface), where
SMDI-E is not available, feature capability allowing
for Voice Mail Services. U S WEST shall make
available, where available, the MWI (Message Waiting
- ----------
1 Per Order at page 16, Issue 29.
2 Per Order at page 15, Issue 27.
3 Per Recommendations at page 21, Issue 126. Per Order at page 13-15, Issue 27.
Modified per Approval at page 13, paragraph E.
1
<PAGE>
Indicator) stutter dialtone and message waiting light
feature capabilities. U S WEST shall make available
CF-B/DA (Call Forward on Busy/Don't Answer), CF/B (Call
Forward on Busy), and CF/DA (Call Forward Don't Answer)
feature capabilities allowing for Voice Mail services.
1.6 Grandfathered Services
U S WEST shall offer for resale to Pac-West all grandfathered
services. For purposes of this Agreement, a grandfathered
service is a service that U S WEST no longer offers to new
subscribers or a class of new subscribers. Pac-West shall be
notified of any U S WEST request for the termination of
service and/or its grandfathering filed with the Commission or
U S WEST's intent to grandfather/withdraw a service at least
thirty (30) calendar days prior to the effective date of such
grandfathering or intended termination. The form of
notification may be either in written or electronic form.
1.7 N11 Service
Pac-West shall have the right to resell any N 11 service,
including, but not limited to, 411 and 911 services.
1.8 Promotions
Promotions of ninety (90) days or less need not be made
available to Pac-West at the wholesale discount rate.(4)
1.9 The specific business process requirements and systems
interface requirements are set forth in Attachment 5 and
Attachment 6 to this Agreement.
2. General Terms and Conditions for Resale
2.1 Primary Local Exchange Carrier Selection. U S WEST shall apply
the principles set forth in Section 64.1100 of the FCC Rules,
47 C.F.R. Section 64.1100, as implemented, to the process for
end-user selection Of 2 primary local exchange carrier. In
accordance with the customer authorization process described
elsewhere in this Agreement, U S WEST shall not require
notification from the customer, another carrier, or another
entity, in order to process an Pac-West order for local
service for a customer.
2.2 Except where otherwise provided, 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, provision, change orders,
training, maintenance, trouble reports, repair, post-sale
servicing, billing, collection and inquiry. Pac-West shall
inform its end users that they are customers of Pac-West for
resold services. Pac-West's end users who inadvertently
contact U S WEST with questions regarding their Pac-West
service will be instructed to contact Pac-West. U S WEST end
users who inadvertently contact Pac-West with questions
regarding their U S WEST service will be instructed to contact
U S WEST. Nothing in this Agreement shall be deemed to
prohibit either Party from discussing its products and
services with customers of the other Party who solicit such
information or who are directly contacted by a Party.
- ----------
4 Per Order at page 15, Issues 27-28.
2
<PAGE>
3. Basic Service Requirements
3.1 Call Types
3.1.1 U S WEST shall provide the following call types,
features and functions to Pac-West and its end users
with no loss of feature or functionality: (a) dial
tone and ringing; (b) capability for either dial
pulse or touch tone; (c) flat and measured services:
(d) speech recognition as available with other custom
calling and CLASS features; (e) Same extended area
service free calling area: (f) 1 + intraLATA toll
calling; (g) access to interLATA toll calling; (h)
access to international calling; (i) lines as well as
trunks (DID, DOD); 0) analog and digital private line
- all speeds; (k) off-premises extensions; (1)
Centrex, and (m) ISDN.
3.2 U S WEST will provide access for Pac-West and all its end user
customers to all call types, including, but not limited to,
500, 700, 800, 900, exchanges and dial around services -(i
OXXX).
3.3 U S WEST shall impose no restrictions on customer's calling
(e.g., there should not be a 750 minute limit an flat rate
calling).
3.4 U S WEST will provide pre-subscription services for interLATA
toll services in accordance with currently accepted methods
and procedures.
3.5 Features Requirements
3.5.1 U S WEST will provide Pac-West the ability to suspend
and restore customer service, including vacation
suspension service, at the direction of Pac-West.
3.5.2 End Office Features. U S WEST will provide to
Pac-West the same end office features available to U
S WEST's end users, including, but not limited to,
CLASS features, Custom Calling features, and AIN
features.
3.5.3 Call Blocking Features. U S WEST will provide to
Pac-West the same call blocking features as are
available to U S WEST's own Customers.
3.6 Upon request, U S WEST shall provide Pac-West a list, in an
agreed upon format by central office, of all the
Telecommunications Services, features and functions offered by
U S WEST within sixty (60) days after the Effective Date of
this Agreement and shall provide updates to such lists as
further described in Attachment 5. U S WEST shall also provide
an electronic access method for Pac-West to ascertain the
service availability of a particular USOC in a given central
office.
4. Requirements for Specific Services
4.1 IntraLATA Toll
U S WEST will provide Pac-West its intraLATA toll service to
Pac-West for resale where 1 + intraLATA toll presubscription
is not available.
4.2 Private Line Services
The following private line services shall be made available
without restriction from U S WEST: (a) voice grade private
line services; (b) off premise extensions; (c) foreign
3
<PAGE>
exchange line service; (d) point-to-point and multi-point
digital services (e.g., 9.6 kbps-56 kbps; fractional DS-1);
(e) DS-1 Services: (f) DS-3 services: (g) OC-3 service (where
available); (h) frame relay service; (i) packet switched
services; 0) switched digital services: and (k) other private
line services as they are made available.
4.3 Centrex Requirements
4.3.1 At Pac-West's option and as they are available to U S
WEST's own end users via interstate tariffs and state
tariffs, price lists, price schedules, catalogs, or
Individual Case Basis, Pac-West may purchase a
single, any combination, or the entire set of Centrex
features, including Centrex Management System (CMS)
or its equivalent as described in Attachment 5. The
Centrex service provided for resale will meet the
requirements set forth in the following provisions of
this Section 4.3.
4.3.2 All service levels and features of Centrex service
provided by U S WEST for resale by Pac-West shall be
at parity with levels and features provided to U S
WEST's own customers or as mutually agreed upon by
the Parties.
4.3.3 Pac-West may aggregate the Centrex local exchange and
intraLATA traffic usage of Pac-West subscribers to
the extent U S WEST makes such aggregation available
to itself or to its end users, Customers, or
Affiliates.
4.3.4 Pac-West may aggregate multiple Pac-West customers on
dedicated access facilities.
4.3.5 U S WEST shall make CMS information available to
Pac-West at the common block level via an electronic
interface, as provided to U S WEST's own end users.
4.3.6 Pac-West may use remote call forwarding in
conjunction with Centrex service to provide service
to Pac-West local service Customers residing outside
of the geographic territory in which U S WEST
provides local exchange service. However, U S WEST is
not obligated to provide facilities outside its
service territory.
4.3.7 Pac-West may purchase any and all levels of Centrex
service for resale, without restriction on the
minimum or maximum number of lines that may be
purchased for any one level of service, equivalent to
what is offered to U S WEST's own end users.
4.3.8 U S WEST will provide to Pac-West the ability to
suppress the need for Pac-West customers to dial "9"
when placing calls outside the Centrex system.
4.3.9 U S WEST shall make available to Pac-West for resale,
at no additional charge, intercom calling among all
Pac-West customers within a common block who utilize
resold Centrex service.
4.4 CLASS and Custom Features Requirements
Pac-West may purchase a single, any combination, or the entire
set of CLASS and custom features and functions, on a
customer-specific basis. CLASS features shall include, but not
be limited to: caller identification, name and number, call
screening; call tracing; and automatic call back on busy
(*69). U S WEST shall provide to Pac-West a list of all such
CLASS and custom features and functions within ten (10) days
of the Effective Date of this Agreement and shall provide
updates to such list when new features and functions become
available.
4
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4.5 Customer Financial Assistance Programs
4.5.1 Local services provided to low-income subscribers, pursuant to
requirements established by the appropriate state regulatory
body, include programs such as Lifeline, Voluntary Federal
Customer Financial Assistance Program, and Link-Up America
("Voluntary Federal Customer Financial Assistance Programs").
When a U S WEST subscriber eligible for the Voluntary Federal
Subscriber Financial Assistance Programs or other similar
state programs chooses to obtain local service from Pac-West U
S WEST shall forward information available to U S WEST
regarding such subscriber's eligibility to participate in such
programs to Pac-West and in electronic format when available
in accordance with the procedures set forth herein.
4.5.2 U S WEST shall offer for resale Lifeline and Link-Up Service;
provided, however, that Pac-West may only resell Lifeline and
Link Up Service to those Customers eligible to receive such
services.(5) U S WEST shall make Telephone Relay Service
available to Pac-West for use by Pac-West Customers who are
speech or hearing-impaired.(6) U S WEST will provide
information about the certification process for the
provisioning of Lifeline, Link-up, Telephone Relay' and
similar services. U S WEST will forward to Pac-West, in
electronic format (when available), information available to U
S WEST regarding a subscriber's program eligibility, Status
and certification when a U S WEST subscriber currently an any
U S WEST telephone assistance program changes service to
Pac-West as their local exchange carrier. U S WEST will
cooperate in obtaining any subsidy associated with a
subscriber transfer to Pac-West.
4.5.2.1 In connection with the transfer of a customer from U
S WEST to Pac-West U S WEST shall provide to Pac-West
a customer profile, including customer name, billing
and residence address, billing telephone number(s),
eligibility for Voluntary Federal Customer Financial
Assistance Program, Telephone Relay Services(8) and
other similar services, and identification of U S
WEST features and services subscribed to by the
customer.
4.6 Discount Plans and Services
4.6.1 In accordance with FCC rules and regulations, U S WEST shall
offer for resale all Discount Plans and Services.
4.6.2 Pac-West can utilize any volume discounts that U S WEST makes
available to its end user customers.
4.7 Hospitality Service
U S WEST shall provide all blocking, screening, and all other
applicable functions available for hospitality lines utilized as such.
- ----------
5 Per Order at page 15, Issue 29.
6 Per Order at page 14, Issues 27-28.
7 Per Order at page 14, Issues 27-28.
8 Per Order at page 14, Issues 27-28.
5
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4.3 Telephone Line Number Calling Cards
Effective ten (10) Business Days after the date of an end-user's
subscription to Pac-West service or within twenty-four (24) hours after
Pac-West has notified U S WEST that it has replaced the subscriber's
calling card, whichever is earlier, U S WEST will terminate its
existing telephone line number-based ("TLN"-based) calling cards and
deactivate any U S WEST-assigned telephone line calling card number
subaccount and PIN (including area code) from the LIDB. Pac-West may
issue a new telephone calling card to such customer, utilizing the same
TLN, and Pac-West shall have the right to enter such TLN in the LIDB
for calling card validation purposes. U S WEST will assume
responsibility for billing its calling card calls that appear before
the card is terminated. Nothing in this section shall prohibit U S WEST
from terminating calling card service to U S WEST customers who have
been determined to be a credit risk, according to U S WEST's normal
business practices.
4.8.1 Except as provided above, the Parties will cooperate in the
deactivation and activation of calling cards and will make
reasonable efforts to minimize the time a customer is without
an active calling card.
4.8.2 U S WEST shall not prohibit Pac-West from issuing a new
telephone calling card to an Pac-West customer utilizing the
same TLN and Pac-West shall have the right to enter the TLN in
the LIDB for calling card verification purposes.
4.8.3 U S WEST will provide Pac-West the ability to utilize U S
WEST's LIDB for calling card validation.
4.9 U S WEST shall make engineering support available to Pac-West for
Resale Services on the same basis as it provides such support for U S
WEST end users. To the extent the cost of such engineering support has
been considered an avoided cost in the development of the avoided cost
discount, the cost of such engineering support shall be borne by
Pac-West.
4.10 Payphone Services
U S WEST agrees to sell for resale all tariffed PAL services at an
appropriate wholesale discount to be determined by the Commission.
4.10.1 U S WEST shall offer for resale, at a minimum, the following
Coin Line, PAL, and PAL Coinless features:
Billed Number Screening
Ability to "freeze" PIC selection
One (1) bill per fine and/or multiple lines per BAN
Point of demarcation at the Network Interface location
Detailed billing showing all 1 + traffic on paper, diskette
or electronic format
Touch-tone service
Option for listed or non-listed numbers
Access to 911 service
One (1) directory per line
U S WEST agrees to sell to Pac-West all PAL services under the
same terms and conditions that U S WEST provides such services
to itself
6
<PAGE>
or any other Person, including volume and wholesale discounts, or as
otherwise approved by the Commission, if at all.(9)
4.10.2 At a minimum, U S WEST shall offer for resale the following Coin Line
features:
Access to all central office intelligence required to perform answer
defection, coin collection, coin return, and disconnect
Answer Detection
Option to block all 1+ calls to international destinations
IntraLATA Call Timing
Option of one-way or two-way service on line
Flat Rate Service, where available
Originating line screening
U S WEST central office intelligence for rating and other functions
Option of measured service, where available
Ability to block any 1+ service that cannot be rated by the coin
circuits/TSPS/OSPS to the extent provided on U S WEST coin lines
Protect against clip on fraud to the extent provided on U S WEST
coin lines
Protect against blue box fraud to the extent provided on U S WEST
coin lines
Provision of Information Digit 27
4.10.3 At a minimum, U S WEST shall offer for resale the following PAL and PAL
Coinless features:
Originating line screening
Two-way service option
Flat rate service based on rate groups, where available
Option of one-way service on the line, where available
Option of measured service, where available
Ability to keep existing serving telephone numbers if cutover to
Pac-West resale line
Incoming/outgoing screening
Provision of Information Digit 07
Provision of International Toll Denial Recognition Tone, when available
4.10.4 At a minimum, U S WEST shall offer for resale the following PAL Coin
feature:
Blocking for 1 + international, 1 0XXXX1 + international, 101 XXXX1 +
international,
1+900, N 11, 976 and option to block all 1-700 and 1-500 calls;
Line side supervision option
4.10.5 At a minimum, U S WEST shall offer for resale the following PAL
Coinless feature:
Blocking for 1 + international, 10XXXX1 + international, 101XXXX1
+International,
1+900, N1 1, 976, and 7 digit local
4.10.6 (intentionally left blank for numbering consistency)
4.10.7 U S WEST shall provide installation intervals to Pac-West for ordering,
call transfer, billing, and PIC changes in accordance with performance
standards that are
- ----------
9 Per Recommendations at page 22, Issue 140.
7
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established by the Commission, pursuant to subsequent
agreement between the Parties or as provided to any
other Person.
5. Service Functions
5.1 U S WEST shall provide Pac-West with the information available
to U S WEST that Pac-West will need to certify subscribers who
transfer from U S WEST as exempt from charges (including
taxes), or eligible for reduced charges associated with
providing services.
5.2 U S WEST shall provide Pac-West with appropriate notification
of all area transfers with line level detail one hundred
twenty (120) days before service transfer, and will also
notify Pac-West within one hundred twenty (120) days before
such change or any LATA boundary changes.
5.3 U S WEST will work cooperatively with Pac-West in practices
and procedures regarding the handling of law enforcement and
service annoyance calls.
5.4 Support Functions
5.4.1 Routing to Directory Assistance, Operator and Other
Services
5.4.1.1 U S WEST shall make available to Pac-West
the ability to route:
(a) all Local Directory Assistance
calls (411, (NPA) 555-1212) dialed
by Pac-West Customers directly to
the Pac-West Directory Assistance
Services platform, where
technically feasible and consistent
with FCC rules; and
(b) Local Operator Services calls (0+,
0-) dialed by Pac-West Customers
directly to the Pac-West Local
Operator Services platform, where
technically feasible and consistent
with FCC rules. Such traffic shall
be routed over trunk groups between
U S WEST end offices and the
Pac-West Local Operator Services
Platform, using standard Operator
Services dialing protocols of 0+ or
0-.
5.4.1.2 All direct routing capabilities described
herein shall permit Pac-West Customers to
dial the same telephone numbers for Pac-West
Directory Assistance and Local Operator
Service as U S WEST customers use to access
similar services.
6. Security and Law
6.1 U S WEST will maintain and safeguard all Pac-West customer
information according to CPNI privacy guidelines.
6.2 U S WEST and Pac-West will work jointly in security matters as
they relate to Pac-West customers in a resale environment
including, but not limited to, harassment and annoyance calls.
6.3 U S WEST and Pac-West will work jointly to support law
enforcement agency requirements including, but not limited to,
taps, traces and court orders.
6.4 U S WEST will work jointly with Pac-West with respect to
prevention and settlement of fraud.
8
<PAGE>
6.5 U S WEST and Pac-West will work jointly to provide access to
lines in a hostage situation.
7. Ordering and Maintenance
7.1 Pac-West shall transmit to U S WEST the information necessary
for the installation (billing, listing and other information),
repair, maintenance and post-installation servicing according
to U S WEST's standard procedures, as described in the U S
WEST resale operations guide that will be provided to Pac-
West. When U S WEST'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, U S WEST will render
its closing bill to the end user effective with the
disconnection. Should Pac-West's end user, a new service
provider or Pac-West request service be discontinued to the
end user, U S WEST will issue a bill to Pac-West for that
portion of the service provided to the Pac-West end user. In
no event. shall the transition of an end user from U S WEST to
Pac-West cause a disconnection of service other than as
specifically provided for in this Agreement. It is understood
that Pac-West's decision to request a change in class of
service (or a conversion to a re-used unbundled loop) at
"transition" may involve a few minutes out-of-service. The
preceding may be modified by agreement of the Parties.
7.2 U S WEST will notify Pac-West by fax or other processes as
agreed to by the Parties, when an end user moves to another
service provider.
7.3 The new service provider shall be responsible for issuing
either a transfer of service or disconnect/new connect order,
as appropriate.
7.4 The Parties agree that they will work cooperatively to develop
the standards and processes applicable to the transfer of such
accounts that are in arrears.
8. Changes in Retail Service
8.1 U S WEST will notify Pac-West of any changes in the terms and
conditions under which it offers Telecommunications Services
at retail to subscribers who are not telecommunications
service providers or carriers, including, but not limited to,
the introduction or discontinuance of any features, functions,
services or promotions, at least forty-five (45) days prior to
the effective date of such change.(10)
8.2 U S WEST will provide to Pac-West advance notice of the
availability of new Telecommunication Services in accordance
with Section 23.2 of Part A of this Agreement
8.3 In the event U S WEST intends to terminate the provisioning of
any resold services to Pac-West for any reason, Pac-West shall
be responsible for providing any and all necessary notice to
its end users of the termination. In no case shall U S WEST be
responsible for providing such notice to Pac-West's end users.
U S WEST will provide sufficient written notice to Pac-West of
U S WEST's intent to terminate a resold service so that
Pac-West may notify its customers or intervene in the
proceedings on a timely basis consistent with Commission rules
and notice requirements.
9
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9. Customer Authorization Process
9.1 U S WEST and Pac-West will use the existing PIC process as a
model, and the same or similar procedures for changes of local
providers. For a local carrier change initiated by Pac-West or
an agent of Pac-West to a customer, one of the following four
(4) procedures will constitute authorization for the change:
(a) Obtain the customer's written authorization (letter of
authorization or LOA); (b) Obtain the customers electronic
authorization by use of a toll-free number (c) Have the
customer's oral authorization verified by an independent third
party (third party verification); or (d) Send an information
package, including a prepaid, returnable postcard, within
three (3) days of the customer's request for a local carrier
change, and wait fourteen (14) days before submitting the
local carrier change to the previous carrier.
9.2 It is understood by U S WEST and Pac-West that these
procedures may be superseded or modified by FCC rules or
industry standards.
9.3 U S WEST will provide Pac-West authorization for a local
carrier change that is initiated by a customer call to
Pac-West In this case Pac-West will: (a) maintain internal
records verifying the customer's stated intent to switch
carriers; and (b) produce the record in case of a slamming
dispute consistent with FCC rules.
9.4 Should an end user dispute or a discrepancy arise regarding
the authority of Pac-West to act on behalf of the end user,
Pac-West is responsible for providing a written response
evidencing its authority to U S WEST within five (5) Business
Days of receipt of a written request from U S WEST describing
the basis of the dispute or discrepancy. If there is a
conflict between the end user designation or Pac-West does not
provide a response within five (5) Business Days, U 3 WEST
shall honor the designation of the end user. In the event the
end user designation is honored by U S WEST as described
above, then Pac-West shall remit a slamming charge, if any, in
accordance with Section 258 of the Act and Commission Rules.
9.5 Should an end user dispute or a discrepancy arise regarding
the authority of U S WEST to act an behalf of the end user, U
S WEST is responsible for providing a written response
evidencing its authority to Pac-West within five (5) Business
Days of receipt of a written request from Pac-West describing
the basis of the dispute or discrepancy. If there is a
conflict between the end user designation or U S WEST does not
provide a response within five (5) Business Days, Pac-West
shall honor the designation of the end user. In the event the
end user designation is honored by Pac-West as described
above, then U S WEST shall remit a slamming charge, if any, in
accordance with Section 258 of the Act and Commission rules.
9.6 Pac-West shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its end users for interLATA
services and for intraLATA services when intraLATA
presubscription is implemented.
9.6.1 U S WEST is not required to dedicate a central office
code in a U S WEST central office for Pac-West's
exclusive use as a reseller of U S WEST's exchange
services. Consistent with U S WEST's own internal
practices, U S WEST will set aside blocks of numbers
within a central office code for Pac-West's use."
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(11) Per Order at page 31, Issue 58.
10
<PAGE>
9.7 When Customers switch from U S WEST to Pac-West, or to
Pac-West from any other service provider, such Customers shall
be permitted to retain their current telephone numbers if they
so desire and if they do not change their service address to
an address served by a different central office. U S WEST
shall take no action to prevent Pac-West Customers from
retaining their current telephone numbers.
10. Pac-West Responsibilities
10.1 Pac-West must send to U S WEST either (a) complete and
accurate end user listing information for Directory Assistance
and 911 Emergency Services using processes mutually agreed to
by the Parties, or (b) notification of as is migration.
Pac-West must provide to U S WEST accurate end user
information to ensure appropriate listings in any databases in
which U S WEST retains and/or maintains end user information.
Pac-West assumes liability for the accuracy of information
provided to U S WEST. After receiving accurate information
from Pac-West, U S WEST assumes liability for the accuracy of
transmission of such information to the database provider
(e.g., SCC).
10.2 U S WEST shall provide Pac-West with the capability to assign
large quantities (i.e., greater than ten (10)) telephone
numbers for multiple line and PBX customers in accordance with
U S WEST's tariffs and/or its own internal practices.
10.3 Pac-West will provide a three (3) year non-binding forecast
within ninety (90) days of the Effective Date of this
Agreement. The forecast shall be updated and provided to U S
WEST on a quarterly basis. 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
11. Pricing
The wholesale discount rate charged to Pac-West for Local Resale is set
forth in Attachment 1 of this Agreement
12. Deposit
12.1 U S WEST may require a suitable deposit to be held by U S WEST
as a guarantee for payment of U S WEST's charges for companies
which cannot demonstrate sufficient financial integrity based
on commercially reasonable standards, which may include a
satisfactory credit rating as determined by a recognized
credit rating agency reasonably acceptable to U S WEST. Any
deposit required of an existing reseller is due and payable
within ten (10) days after the requirement is imposed. The
amount of the deposit shall be the estimated charges for the
resold service which will accrue for a two-month period.
Interest on the deposit shall be accumulated by U S WEST at a
rate equal to the federal discount rate, as published in the
Wall Street Journal from time to time.(12)
12.2 When the service is terminated or when Pac-West has
established satisfactory credit, if required under the terms
of the preceding paragraph, the amount of the initial or
additional
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12 Per Order at page 22, Issue 38.
11
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deposit. with any interest due, will, at Pac-West's option, be
either credited to Pac-West's account or refunded.
Satisfactory credit for Pac-West is defined as (a) twelve (12)
months positive payment history in another capacity with U S
WEST, such as in the interexchange area: (b) financial
standing as outlined in the preceding paragraph above: (c)
posting a bond: or (d) twelve (12) consecutive months' service
as a reseller without a termination for nonpayment and with no
more than one (1) notification of intent to terminate service
for nonpayment. Interest on the deposit shall be accumulated
by U S WEST at a rate equal to the federal prime rate, as
published in the Wall Street Journal from time to time.
12
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Attachment 3
TABLE OF CONTENTS
1 . Introduction 1
2. Unbundled Network Elements 1
3. Standards for Network Elements 3
4. Tandem Switching 3
5. Shared Transport 6
6. Common Transport 6
7. Dedicated Transport 9
8. Loop 16
9. Distribution 23
10. Local Switching 25
11. Network Interface Device 31
12. Operator Systems 33
13. E911 33
14. Directory Assistance Data 33
15. Signaling Link Transport 33
16. Signaling Transfer Points (STPs) 35
17. Service Control Points/Databases 38
18. Additional Requirements 46
<PAGE>
UNBUNDLED ACCESS/ELEMENTS
1. Introduction
1.1 U S WEST shall provide unbundled Network Elements in
accordance with this Agreement, the Act. FCC rules and
regulations, and state rules. regulations and orders. The
price for each Network Element is set forth in Attachment 1 of
this Agreement. Except as otherwise set forth in this
Attachment, Pac-West may order Network Elements as of the
Effective Date of this Agreement.
1.2 General Terms
1.2.1 U S WEST agrees to make available the following
unbundled Network Elements which are addressed in
more detail in the following sections of this
Attachment: (a) local loop, (b) local and tandem
switches (including all vertical switching features
provided by such switches), (c) interoffice
transmission facilities, (d) network interface
devices, (e) signaling and call-related database
facilities, (f) operations support systems functions,
and (g) operator and directory assistance
facilities.(1)
1.2.2 U S WEST shall offer each Network Element
individually and in Combinations with any other
Network Element or Network Elements in order to
permit Pac-West to combine such Network Element or
Network Elements obtained from U S WEST or with
network components provided by itself or by third
parties to provide Telecommunications Services to its
subscribers. Pac-West may purchase unbundled Network
Elements individually or in Combinations without
restrictions as to how those elements may be
rebundled.(2)
2. Unbundled Network Elements
2.1 U S WEST shall offer Network Elements to Pac-West on an
unbundled basis on rates, terms and conditions that are just
reasonable, and non-discriminatory in accordance with the
terms and conditions of this Agreement.
2.2 U S WEST shall permit Pac-West to connect Pac-West's
facilities or facilities provided to Pac-West by third parties
with each of U S WEST's unbundled Network Elements at any
technically feasible point designated by Pac-West.
2.3 Pac-West may use one or more Network Elements to provide any
feature, function, capability, or service option such Network
Element(s) is capable of providing or any feature, function,
capability, or service option described in the technical
references identified herein, or as may otherwise be
determined by Pac-West(3)
- ----------
1 Per Order at page 10, Issue 18.
2 Per Order at pages 12-13, Issue 25.
3 Per Order at pages 12-13, Issue 25.
1
<PAGE>
2.3.1 Pac-West may, at its option, designate any technically
feasible method of access to unbundled Network
Elements, including access methods currently or
previously in use by U S WEST.
2.4 Pac-West may purchase unbundled Network Elements without
restrictions as to how Pac-West may rebundle those
elements.(4)
2.5 For each Network Element, U S WEST shall provide a demarcation
point (e.g., at a Digital Signal Cross Connect, DCS, Light
Guide Cross Connect panel or a Main Distribution Frame) and,
if necessary, access to the Pac-West side of such demarcation
point. which Pac-West agrees is suitable. Where U S WEST
provides combined Network Elements at Pac-West's direction,
however, no demarcation point shall exist between such
contiguous Network Elements.
2.6 (Intentionally left blank for numbering consistency)
2.7 This Attachment describes the initial set of Network Elements
which Pac-West and U S WEST have identified as of the
Effective Date of this Agreement:
Loop
Network Interface Device
Distribution (subject to the BFR)
Local Switching
Operator Systems
Shared Transport
Common Transport
Dedicated Transport
Signaling Link Transport
Signaling Transfer Points
Service Control Points/Databases
Tandem Switching
911
Directory Assistance
2.8 Pac-West and U S WEST agree that the Network Elements
identified in this Attachment are not all of the possible
Network Elements.
2.9 Pac-West may identify additional or revised Network Elements as
necessary to provide Telecommunications Services to its
subscribers, to improve network or service efficiencies or to
accommodate changing technologies, customer demand, or other
requirements.
2.9.1 Pac-West will request such Network Elements in
accordance with the Bona Fide Request process
described in Part A of this Agreement. Additionally,
if U S WEST provides any Network Element that is not
identified in this Agreement to itself, to its own
subscribers, to a U S WEST Affiliate or to any other
Person, U S WEST shall make available the same Network
Element to Pac-West on terms and conditions no less
favorable to Pac-West than those provided to itself or
to any other party.
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4 Per Order at pages 12-13, Issue 25.
2
<PAGE>
3. Standards for Network Elements
3.1 Each Network Element shall be furnished at a service level
equal to or better than the requirements set forth in the
technical references identified herein for each such Network
Element, as well as any performance or other requirements.
identified in this Attachment. subject to Sections 1. 3.1 and
1.3.2 of Part A of this Agreement
3.2 If one or more of the requirements set forth in this Agreement
are in conflict. the Parties agree to resolve such conflict in
accordance with the dispute resolution provisions of Part A of
this Agreement
3.2.1 U S WEST shall provide to Pac-West, upon request,
engineering, design, performance and other network
data sufficient for Pac-West to determine that the
requirements of this Section 3 are being met. In the
event such data indicates that the requirements set
forth herein are not being met, U S WEST shall,
within ten (10) Business Days, cure any design,
performance or other deficiency and provide new data
sufficient for Pac-West to determine that such
deficiencies have been cured.
3.2.2 U S WEST agrees to work cooperatively with Pac-West
to provide Network Elements that will meet Pac-West s
needs in providing Telecommunications Services to its
subscribers.
3.3 Unless otherwise requested by Pac-West, each Network Element
or any Combination thereof and the connections between Network
Elements provided by U S WEST to Pac-West shall be made
available to Pac-West at any technically feasible point, that
is equal to or better than the manner in which U S WEST
provides such Network Elements, Combinations and connections
to itself, to its own subscribers, to a U S WEST Affiliate or
to any other Person.
Description of Unbundled Elements
4. Tandem Switching
U S WEST will provide a tandem switching element ("Tandem Switching")
on an unbundled basis. The tandem switch element includes the
facilities connecting the trunk distribution frames to the switch, and
all the functions of the switch itself, including those facilities that
establish a temporary transmission path between two (2) other switches.
The definition of the tandem switching element also includes the
functions 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.
4.1 Definition:
Tandem Switching is the function that establishes a communications path
between two (2) switching offices through a third switching office (the
tandem switch) including, but not limited to, those of Pac-West, U S
WEST, independent telephone companies (ICOs), IXCs and wireless
carriers.
4.2 Technical Requirements
4.2.1 Tandem Switching provided by U S WEST to Pac-West
shall have the same capabilities or equivalent
capabilities as those described in Bell
Communications Research TR-TSY-000540 Issue 2R2,
Tandem Supplement, June 1, 1990. The requirements for
Tandem Switching include, but are not limited to, the
following:
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4.2.1.1 Tandem Switching shall provide signaling to
establish a tandem connection:
4.2.1.2 Tandem Switching shall provide screening
(digit analysis) and routing as designated
by Pac-West:
4.2.1.3 Where technically feasible, Tandem Switching
shall provide recording of ail billable
events designated by Pac-West;
4.2.1.4 Tandem Switching shall allow passing of
Advanced Intelligent Network triggers
supporting AIN features:
4.2.1.5 Tandem Switching shall provide connectivity
to Operator Systems as designated by
Pac-West;
4.2.1.6 Tandem Switching shall provide access to
toll free number portability database where
Pac-West sends such traffic to a tandem:
4.2.1.7 Tandem Switching shall allow the passing of
all functions associated with traffic for
all trunk interconnection discussed under
the "Network Interconnection" section of
this Agreement (e.g., SS7, MF, DTMF, Dial
Pulse, PRI-ISDN, DID, and CAMA-ANI (if
appropriate for 911));
4.2.1.3 Tandem Switching shall provide connectivity
to PSAPs where 911 solutions are deployed
and the tandem is used for 911; and
4.2.1.9 Tandem Switching shall provide connectivity
to transit traffic to and from other
carriers.
4.2.2 Tandem Switching shall accept connections (including
the necessary signaling and trunking
interconnections) between end offices, other tandems,
IXCs, ICOs, CAPs and CLEC switches.
4.2.3 Tandem Switching shall provide local tandeming
functionality between two (2) end offices, including
two (2) offices belonging to different CLECs (e.g.,
between an Pac-West end office and the end office of
another CLEC).
4.2.4 Tandem Switching shall preserve CLASS/LASS features
and Caller ID as traffic is processed. Additional
signaling information and requirements are provided
in Section 15 of this Attachment 3.
4.2.5 Tandem Switching shall record billable events and
send them to the area billing centers designated by
Pac-West Billing requirements are specified in
Attachment 5 to this Agreement.
4.2.6 U S WEST shall perform routine testing and fault
isolation on the underlying switch providing Tandem
Switching and all its Interconnections. When
requested by Pac-West the results and reports of the
testing shall be made immediately available to
Pac-West.
4.2.7 When requested by Pac-West, U S WEST shall provide to
Pac-West for review performance data regarding
traffic characteristics or other measurable elements
with respect to Pac-West traffic.
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4.2.8 Tandem Switching shall control congestion using capabilities
such as Automatic Congestion Control and Network Routing
Overflow. Congestion control provided or imposed on Pac-West
traffic shall be at panty with controls being provided or
imposed on U S WEST traffic (e.g., U S WEST shall not block
Pac-West traffic and leave its own traffic unaffected or less
affected).
4.2.9 Tandem Switching shall route calls to U S WEST or Pac-West
endpoints or platforms (e.g., Operator Services and PSAPs) on
a per call basis as designated by Pac-West. Detailed primary
and overflow routing plans for ail interfaces available within
the U S WEST switching network shall be mutually agreed to by
Pac-West and U S WEST. Such Plans shall meet Pac-West
requirements for routing calls through the local network.
4.2.10 Tandem Switching shall process originating toll free traffic
received from an Pac-West local switch.
4.2.11 In support of AIN triggers and features, Tandem Switching
shall provide SSP capabilities when these capabilities are not
available from the Local Switching Network Element.
4.2.12 The Local Switching and Tandem Switching functions may be
combined in an office. If this is done, both Local Switching
and Tandem Switching shall provide all of the functionality
required of each of those Network Elements in this Agreement.
4.3 Interface Requirements
4.3.1 Tandem Switching shall provide interconnection to the E911
PSAP where the underlying Tandem is acting as the E911 Tandem.
4.3.2 Tandem Switching shall interconnect, with direct trunks, to
all carriers with which U S WEST interconnects.
4.3.3 U S WEST shall provide all signaling necessary to provide
Tandem Switching with no loss of feature functionality.
4.3.4 For applicable call types, Tandem Switching shall interconnect
with Pac-West's switch, using two-way trunks, for traffic that
is transiting via the U S WEST network to interLATA or
intraLATA carriers. At Pac-West's request, Tandem Switching
shall record and keep records of traffic for billing.
4.3.5 At Pac-West's request, Tandem Switching shall provide overflow
routing of traffic from a given trunk group or groups onto
another trunk group or groups according to the methodology
employed by U S WEST as designated by Pac-West.
4.4 Tandem Switching shall meet or exceed each of the requirements for
Tandem Switching set forth in the following technical references:
4.4.1 Bell Communications Research TR-TSY-000540 Issue 2R2, Tandem
Supplement, June 1, 1990;
4.4.2 GR-905-CORE covering CCSNIS;
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4.4.3 GR-1429-CORE for call management features: and
4.4.4 GR-2863-CORE and GR-2902-CORE for CCS AIN
interconnection.
5. Shared Transport
U S WEST will provide unbundled access to shared transmission
facilities between end offices and the tandem switch. Further, U S WEST
will provide unbundled access to dedicated transmission facilities
between its central offices or between such offices and those of
competing carriers. This includes, at a minimum, interoffice facilities
between end offices, IXC POPs, end offices or tandems of U S WEST, and
the end offices of U S WEST and requesting carriers. In addition, U S
WEST will provide all technically feasible transmission capabilities,
such as DS-1, DS-3, and Optical Carrier levels (e.g. OC-3/12/48/96)
that Pac-West could use to provide -Telecommunications Services.'
6. Common Transport
6.1 Definition
Common Transport is an interoffice transmission path between U S WEST
Network Elements shared by carriers. Where U S WEST Network Elements
are connected by intraoffice wiring, such wiring is provided as a part
of the Network Elements and is not Common Transport. U S WEST shall
offer Common Transport as of the Effective Date of this Agreement at
DS-0, DS-1, DS-3, STS-1 or higher transmission bit rate circuits.
Common Transport consists of U S WEST inter-office transport facilities
and is distinct and separate from Local Switching.
6.2 Technical Requirements
6.2.1 U S WEST shall be responsible for the engineering,
provisioning, and maintenance of the underlying
equipment and facilities used to provide Common
Transport.
6.2.2 In accordance with Sections 1.3.1 and 1.3.2 of Part A
of this Agreement, at a minimum, Common Transport
shall meet all of the requirements set forth in the
following technical references, as applicable for the
transport technology being used:
6.2.2.1 ANSI T1.101-1994, American National
Standard for
Telecommunications-Synchronization
Interface Standard Performance and
Availability;
6.2.2.2 ANSI T1. 102-1993, American National
Standard for Telecommunications -
Digital Hierarchy - Electrical
Interfaces;
6.2.2.3 ANSI T1. 102.01-199x, American National
Standard for Telecommunications -
Digital Hierarchy - VT1.5;
- ----------
(5) Per Recommendations at page 25, Issue 142.
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6.2.2.4 ANSI T1.105-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET -
Basic Description including Multiplex
Structure, Rates and Formats:
6.2.2.5 ANSI T1. 105.01-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET)
Automatic Protection Switching;
6.2.2.6 ANSI T1. 105,02-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Payload Mappings;
6.2.2.7 ANSI T1. 105.03-1994, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Jitter at Network Interfaces;
6.2.2.8 ANSI T1. 105.03a-1995, American
National Standard for
Telecommunications - Synchronous
Optical Network (SONET)-Jitter at
Network Interfaces - DS-1 Supplement;
6.2.2.9 ANSI T1. 105.05-1994, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Tandem Connection;
6.2.2.10 ANSI T1. 105.06-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Physical Layer Specifications;
6.2.2.11 ANSI T1. 105.07-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Sub STS-1 Interface Rates and Formats;
6.2.2.12 ANSI T1. 105.09-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Network Element Timing and
Synchronization;
6.2.2.13 ANSI T1. 106-1988, American National
Standard for Telecommunications -
Digital Hierarchy - Optical Interface
Specifications (Single Mode);
6.2.2.14 ANSI T1. 107-1988, American National
Standard for Telecommunications -
Digital Hierarchy - Formats
Specifications;
6.2.2.15 ANSI T1. 107a-1 990, American National
Standard for Telecommunications -
Digital Hierarchy - Supplement to
Formats Specifications (DS3 Format
Applications);
6.2.2.16 ANSI T1. 1 07b-1 99 1, American
National Standard for
Telecommunications - Digital Hierarchy
- Supplement to Formats Specifications;
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6.2.2.17 ANSI T1. 117-1991, American National
Standard for Telecommunications -
Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode -
Short Reach);
6.2.2.18 ANSI T1.403-1989, Carrier to Subscriber
Installation, DS-1 Metallic Interface
Specification;
6.2.2.19 ANSI T1.404-1994, Network-to-Subscriber
Installation - DS-3 Metallic Interface
Specification;
6.2.2.20 ITU Recommendation G.707, Network node
interface for the synchronous digital
hierarchy (SDH);
6.2.2.21 ITU Recommendation G.704, Synchronous
frame structures used at 1544, 6312,
2048, 8488 and 44736 kbit/s hierarchical
levels;
6.2.2.22 Bellcore FR-440 and TR-NWT-000499,
Transport Systems Generic Requirements
(TSGR): Common Requirements;
6.2.2.23 Bellcore GR-820-CORE, Generic
Transmission Surveillance: DS-1 & DS-3
Performance;
6.2.2.24 Bellcore GR-253-CORE, Synchronous
Optical Network Systems (SONET); Common
Generic Criteria;
6.2.2.25 Bellcore TR-NWT 000507, Transmission,
Section 7, Issue 5 (Bellcore, December
1993) (A module of LSSGR,
FR-NWT-000064.);
6.2.2.26 Bellcore TR-NWT-000776, Network
Interface Description for ISDN
Subscriber Access;
6.2.2.27 Bellcore TR-INS-000342, High-Capacity
Digital Special Access
Service-Transmission Parameter Limits
and Interface Combinations, Issue 1,
February 1991;
6.2.2.28 Bellcore ST-TEC-000052,
Telecommunications Transmission
Engineering Textbook, Volume 2:
Facilities, Third Edition, Issue 1, May
1989: and
6.2.2.29 Bellcore ST-TEC-000051,
Telecommunications Transmission
Engineering Textbook Volume 1:
Principles, Third Edition, Issue 1,
August 1989.
7. Dedicated Transport
7.1 Definition:
7.1.1 Dedicated Transport is an interoffice transmission
path between Pac-West designated locations to which
Pac-West is granted exclusive use. Such locations may
include U S WEST central offices or other locations,
Pac-West network components, other cater network
components, or subscriber premises.
7.1.2 U S WEST shall offer Dedicated Transport in each of
the following manners:
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7.1.2.1 as capacity on a shared facility;
7.1.2.2. as a circuit (e.g., DS-1 DS-3, STS-1) dedicated to
Pac-West: and
7.1.2.3 as a system (i.e., the equipment and facilities used
to provide Dedicated Transport such as SONET ring)
dedicated to Pac-West.
7.1.3 When Dedicated Transport is provided as a circuit or as
capacity on a s hared facility, it shall include, as
appropriate:
7.1.3.1 multiplexing functionality;
7.1.3.2 grooming functionality; and,
7.1.3.3 redundant equipment and facilities necessary to
support protection and restoration.
7.1.4 When Dedicated Transport is provided as a system, it shall
include:
7.1.4.1 transmission equipment such as multiplexers, line
terminating equipment, amplifiers, and regenerators;
7.1.4.2 inter-office transmission facilities such as optical
fiber, dark fiber(6), copper twisted pair, and
coaxial cable;
7.1.4.3 redundant equipment and facilities necessary to
support protection and restoration; and
7.1.4.4 access to the Digital Cross-Connect System ("DCS")
functionality as an option in the same manner
provided to IXCs that purchase transport services.
DCS is described below in Section 7.5 of this
Attachment 3.
7.2 Technical Requirements
This Section sets forth technical requirements for all Dedicated
Transport.
7.2.1 When U S WEST provides Dedicated Transport as a circuit or a
system, the entire designated transmission circuit or system
(e.g., DS-1, DS-3, STS-1) shall be dedicated to Pac-West
designated traffic.
7.2.2 U S WEST shall offer Dedicated Transport using currently
available technologies including, but not limited to, DS-1 and
DS-3 transport systems, SONET Bidirectional Line Switched
Rings, SONET Unidirectional Path Switched Rings, and SONET
point-to-point transport systems (including linear add-drop
systems), at all available transmission bit rates.
7.2.3 When requested by Pac-West, Dedicated Transport shall provide
physical diversity. Physical diversity means that two (2)
circuits are provisioned in such a way that no single failure
of facilities or equipment will cause a failure on both
circuits.
- ----------
6 Per Order at pages 11-12, Issue 22.
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7.2.4 When physical diversity is requested by Pac-West, U S
WEST shall provide the maximum feasible physical
separation between transmission paths for all
facilities and equipment, unless otherwise agreed to
by Pac-West.
7.2.5 Upon Pac-West's written request and where available
in the U S WEST network. U S WEST shall provide real
time and continuous remote access to performance
monitoring and alarm data affecting, or potentially
affecting, Pac-West's traffic.
7.2.6 U S WEST shall offer the following interface
transmission rates for Dedicated Transport:
7.2.6.1 DS-1 (Extended SuperFrame - ESF/B8ZS, D4,
and unframed applications shall be provided,
except for those local/EAS tandems as
designated by U S WEST);
7.2.6.2 DS-3 (C-bit Parity, M13, and unframed
applications shall be provided);
7.2.6.3 SONET standard interface rates in accordance
with ANSI T1.105 and ANSI T1.105.07 and
physical interfaces per ANSI T1. 106.06,
including referenced interfaces. In
particular, VT1.5 based STS-1s will be the
interface at an Pac-West service node; and
7.2.6.4 where available, SONET standard interface
rates in accordance with International
Telecommunications Union ("ITU")
Recommendation G.707 and Plesiochronous
Digital Hierarchy ("PDH") rates per ITU
Recommendation G.704.
7.2.7 U S WEST shall provide intraoffice wiring up to a
suitable Point of Termination ("POT") between
Dedicated Transport and Pac-West designated
equipment. U S WEST shall provide the following
equipment for the physical POT:
7.2.7.1 DSX1 or DCS for DS-1 s or VT1. 5s;
7.2.7.2 DSX3 or DCS for DS-3s or STS-1 s; and
7.2.7.3 Light guide cross-connect for optical signals
(e.g., OC-3 and OC-12).
7.2.8 For Dedicated Transport provided as a system, U S
WEST shall design the system, including, but not
limited to, facility routing and termination points,
according to Pac-West specifications.
7.2.9 Upon Pac-West's request and where available, U S WEST
shall provide Pac-West with electronic provisioning
control, of Pac-West specified Dedicated Transport
via Command-A-Link or equivalent interface in the
same manner as is provided to IXCs.
7.2.10 US WEST shall offer Dedicated Transport together with
and separately from DCS.
7.3 Technical Requirements for Dedicated Transport Using SONET
Technology. This Section sets forth additional technical
requirements for Dedicated Transport using SONET technology
including rings, point-to-point systems, and linear add-drop
systems.
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7.3.1 All SONET Dedicated Transport provided as a system
shall:
7.3.1.1 be synchronized with a primary Stratum 1
level timing source.
7.3.1.2 provide SONET standard interfaces as
available in the U S WEST network and
consistent with generally accepted industry
standards which properly interwork with
SONET standard equipment from other vendors.
including, but not limited to, SONET
standard section, line and path performance
monitoring, maintenance signals, alarms, and
data channels:
7.3.1.3 provide Data Communications Channel ("DCC")
or equivalent connectivity through the SONET
transport system. Dedicated Transport
provided over a SONET transport system shall
be capable of routing DCC messages between
Pac-West and SONET network components
connected to the Dedicated Transport. For
example, if Pac-West leases a SONET ring
from U S WEST, that ring shall support DCC
message routing between Pac-West and SONET
network components connected to the ring;
and
7.3.1.4 support the following performance
requirements for each circuit (STS-1, DS-1,
DS-3, etc.):
7.3.1.4.1 no more than ten (10) Errored
Seconds Per Day (Errored Seconds are defined
in the technical reference at Section
7.4.5); and
7.3.1.4.2 no more than one (1) Severely
Errored Second Per Day (Severely Errored
Seconds are defined in the technical
reference at Section 7.4.5).
7.3.2 SONET rings shall:
7.3.2.1 be provisioned on physically diverse fiber
optic cables (including separate building
entrances where available). "Diversely
routed" shall be interpreted as the maximum
feasible physical separation between
transmission paths, unless otherwise agreed
to by Pac-West;
7.3.2.2 support dual ring interworking per SONET
Standards where available in the U S WEST
network;
7.3.2.3 provide the necessary redundancy in optics,
electronics, and transmission paths such
that no single failure will cause a service
interruption;
7.3.2.4 where available, provide the ability to
disable ring protection switching at
Pac-West's direction (selective protection
lock-out). This requirement applies to line
switched rings only;
7.3.2.5 where available, provide the ability to use
the protection channels to carry extra
traffic. This requirement applies to line
switched rings only;
7.3.2.6 provide 9.0 millisecond restoration as
defined in SONET standards;
7.3.2.7 where available, have settable ring
protection switching thresholds that shall
be set in accordance with Pac-West's
specifications;
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7.3.2.8 where available, provide revertive protection
switching with a settable wait to restore delay with
a default setting of five (5) minutes. This
requirement applies to line switched rings only:
7.3.2.9 provide non-revertive protection switching. This
requirement applies to path switched rings only; and
7.3.2.10 adhere to the following availability requirements,
where availability is defined in the technical
reference set forth in Section 7.4. 5 :
7.3.2.10.1 no more than 0.25 minutes of
unavailability per month; and
7.3.2.10.2 no more than 0.5 minutes of unavailability
per year.
7.4 In accordance with Sections 1. 3.1 and 1. 3.2 of Part A of this
Agreement, at a minimum, Dedicated Transport shall meet each of the
requirements set forth in Section 7.2.3 of this Attachment 3 and in the
following technical references:
7.4.1 ANSI T1. 105.04-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Data Communication Channel Protocols and Architectures;
7.4.2 ANSI T1. 119-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications;
7.4.3 ANSI T1. 119.01-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET)
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications Protection Switching Fragment;
7.4.4 ANSI T1. 1 19.02-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET)
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications Performance Monitoring Fragment, and
7.4.5 ANSI TI.231-1993 - American National Standard for
Telecommunications - Digital Hierarchy - Layer 1 In-Service
Digital Transmission Performance Monitoring.
7.5 Digital Cross-Connect System
7.5.1 Definition
7.5.1.1 Digital Cross-Connect System ("DCS") is a
function which provides automated cross
connection of Digital Signal level 0 (DS-0) or
higher transmission bit rate digital channels
within physical interface facilities. Types of
DCSs include but are not limited to DCS 1/0s,
DCS 3/1s, and DCS 3/3s, where the nomenclature 1
/0 denotes interfaces typically at the DS-1 rate
or greater with crossconnection typically at the
DS-0 rate. This same nomenclature, at the
appropriate rate substitution, extends to the
other types of DCSs specifically cited as 3/1
and 3/3. Types of DCSs that cross-connect
Synchronous Transport Signal level 1 (STS-1) or
other Synchronous Optical Network (SONET)
signals (e.g., STS-3) are also DCSs, although
not denoted by this
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same type of nomenclature. DCS may provide 'he
functionality of more than one of the
aforementioned DCS types (e.g., DCS 3/3/1 which
combines functionality of DCS 3/3 and DCS 3/1).
For such DCSs, 'he requirements will be, at
least, the aggregation of requirements on the
"component" DCSs.
7.5.1.2 In locations where automated cross connection
capability does not exist, a Digital Signal
Cross-Connect ("DSX") or light guide
cross-connect patch panels and D4 channel banks
or other DS-0 and above multiplexing equipment
used to provide the function of a manual cross
connection will be made available.
7.5.1.3 Interconnection between a DSX or light guide
cross-connect. to a switch, another
cross-connect, or other service platform device,
is included as part of DCS.
7.6 DCS Technical Requirements
7.6.1 DCS shall provide completed end-to-end cross
connection of the channels designated by Pac-West.
7.6.2 DCS shall perform facility grooming, multipoint
bridging, one-way broadcast, twoway broadcast, and
facility test functions, where technically feasible.
7.6.3 DCS shall provide multiplexing, format conversion,
signaling conversion, or other functions, where
technically feasible.
7.6.4 The end-to-end cross connection shall be input to the
underlying device used to provide DCS from an
operator at a terminal or via an intermediate system.
The cross connection assignment shall remain in
effect whether or not the circuit is in use.
7.6.5 U S WEST shall administer and maintain DCS.
7.6.6 Where available, U S WEST shall provide various types
of DCSs, including:
7.6.6.1 DS-0 cross-connects (typically termed
DCS 1/0);
7.6.6.2 DS1/VT1.5 (Virtual Tributaries at the
1.5Mbps rate) cross-connects (typically
termed DCS 3/1);
7.6.6.3 DS-3 cross-connects (typically termed
DCS 3/3);
7.6.6.4 STS-1 cross-connects; and
7.6.6.5 other technically feasible
cross-connects designated by Pac-West.
7.6.7 U S WEST shall provide immediate and continuous
configuration and reconfiguration of the channels
between the physical interfaces (i.e., U S WEST shall
establish the processes to implement cross connects
on demand), where available, based on engineering
forecasts.
7.6.8 U S WEST shall provide scheduled configuration and
reconfiguration of the channels between the physical
interfaces (i.e., U S WEST shall establish the
processes to implement cross connects on the schedule
designated by Pac-West)
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or, at Pac-West s option, permit Pac-West to control such
configurations and reconfigurations, where available, based on
engineering forecasts.
7.6.9 DCS shall continuously monitor protected circuit packs and
redundant common equipment.
7.6.10 DCS shall automatically switch to a protection circuit pack on
detection of a failure or degradation of normal operation.
7.6.11 DCS equipment shall be equipped with a redundant power supply
or a battery backup.
7.6.12 U S WEST shall have available and utilize spare maintenance
facilities and equipment necessary for provisioning repairs.
7.6.13 At Pac-West's option, U S WEST shall provide, where available,
Pac-West with real time performance monitoring and alarm data
on the signals and the components of the underlying equipment
used to provide DCS that actually impact or might impact
Pac-West's services. For example, this may include hardware
alarm data and facility alarm data on a DS-3 in which an
Pac-West DS-1 is traversing.
7.6.14 At Pac-West's option, U S WEST shall provide Pac-West with
real time ability to initiate tests on integrated equipment
used to test the signals and the underlying equipment used to
provide DCS, as well as other integrated functionality for
routine testing and fault isolation where available.
7.6.15 Where available, DCS shall provide SONET to asynchronous
gateway functionality (e.g., STS-1 to DS-1 or STS-1 to DS-3).
7.6.16 Where available, DCS shall perform optical to electrical
conversion where the underlying equipment used to provide DCS
contains optical interfaces or terminations (e.g., Optical
Carrier level 3, i.e., OC-3, interfaces on a DCS 3/1).
7.6-17 Where available, DCS shall have SONET ring terminal
functionality where the underlying equipment used to provide
DCS acts as a terminal on a SONET ring.
7.6.18 DCS shall provide multipoint bridging of multiple channels to
other DCSs. Pac-West may designate multipoint bridging to be
one-way broadcast from a single master to multiple
tributaries, or two-way broadcast between a single master and
multiple tributaries.
7.6.19 DCS shall multiplex lower speed channels onto a higher speed
interface and demultiplex higher speed channels onto lower
speed interfaces as designated by Pac-West.
7.7 DCS Interface Requirements
7.7.1 U S WEST shall provide physical interfaces on DS-0, DS-1, and
VT1.5 channel cross-connect devices at the DS-1 rate or
higher. In all such cases, these interfaces shall be in
compliance with applicable Bellcore, ANSI, ITU, and Pac-West
standards.
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7.7.2 U S WEST shall provide physical interfaces on DS-3 channel
cross-connect devices at the DS-3 rate or higher. In ail such
cases, these interfaces shall be in compliance with applicable
Bellcore, ANSI, ITU, and Pac-West standards.
7.7.3 U S WEST shall provide physical interfaces on STS-1
cross-connect devices at the OC-3 rate or higher. In ail such
cases, these interfaces shall be in compliance with applicable
Bellcore, ANSI, ITU, and Pac-West standards.
7.7.4 Interfaces on all other cross-connect devices shall be in
compliance with applicable Bellcore, ANSI, ITU, and Pac-West
standards.
7.8 In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
Agreement, DCS shall, at a minimum, meet all the requirements set forth
in the following technical references:
7.8.1 ANSI T1. 102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical
Interfaces;
7.8.2 ANSI T1. 102.01-199x, American National Standard for
Telecommunications - Digital Hierarchy - VT1.5;
7.8.3 ANSI T1. 105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Basic Description including Multiplex Structure, Rates and
Formats;
7.8.4 ANSI T1. 105.03-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Jitter at Network Interfaces-,
7.8.5 ANSI T1. 1 05.03a-1 995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET):
Jitter at Network Interfaces - DS-1 Supplement
7.8.6 ANSI T1. 1 05.06-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Physical Layer Specifications;
7.8.7 ANSI T1. 106-1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Made);
7.8.8 ANSI T1. 107-1988, American National Standard for
Telecommunications - Digital Hierarchy - Formats
Specifications;
7.8.9 ANSI T1. 1 07a-1 990, American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications (DS-3 Format Applications);
7.8.10 ANSI T1.1 07b-1 991, American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications;
7.8.11 ANSI T1. 117-1991, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode - Short Reach);
7.8.12 ANSI T1.403-1989, Carrier to Subscriber Installation, DS-1
Metallic Interface Specification;
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7.8.13 ANSI T1.404-1994, Network-to-Subscriber Installation - DS-3
Metallic Interface Specification;
7.8.14 ITU Recommendation G.707, Net-work node interface for the
synchronous digital hierarchy (SDH);
7.8.15 ITU Recommendation G.704, Synchronous frame structures used at
154.4, 6312, 2048, 8488 and 44736 kbit/s hierarchical levels;
7.8.16 FR-440 and TR-NWT-000499, Transport Systems Generic
Requirements (TSGR): Common Requirements;
7.8.17 GR-820-CORE. Generic Transmission Surveillance: DS1 & DS3
Performance;
7.8.18 GR-253-CORE, Synchronous Optical Network Systems (SONET):
Common Generic Criteria; and
7.3.19 TR-NWT-000776, Network Interface Description for ISDN
Subscriber Access.
8. Loop
8.1 Definition
8.1.1 A Loop is a transmission facility between a
distribution frame, or its equivalent, in a U S WEST
central office or wire center, and the Network
Interface Device (as defined herein) or network
interface at a subscriber's premises, to which
Pac-West is granted exclusive use. This includes, but
is not limited to, two-wire and four-wire analog
voice-grade loops, and two-wire and four-wire loops
that are conditioned to transmit the digital signals
needed to provide ISDN, ADSL, HDSL, and DS-1 level
signals. A Loop may be composed of the following
components:
Loop Concentrator/Multiplexer
Loop Feeder
Network Interface Device (NID)
Distribution
8.1.1.1 Pac-West may purchase Loop and NID on an
unbundled basis. Pac-West shall use the BFR
process set forth in Part A of this
Agreement to request unbundling of Loop
Concentrator/Multiplexer, Loop Feeder and
Distribution.
8.1.2 If U S WEST uses Integrated Digital Loop Carrier
("DLC") systems to provide the local Loop, U S WEST
will make alternate arrangements, equal in quality,
to permit Pac-West to order a contiguous unbundled
local Loop. These arrangements may, at U S WEST's
option, include the following: providing Pac-West
with copper facilities or universal DLC that meet
established technical parameters, deploying Virtual
Remote Terminals, allowing Pac-West to purchase the
entire Integrated DLC, or converting integrated DLCs
to non-integrated systems.
8.1.3 U S WEST shall provide the BRI U interface using
2-wire copper loops in accordance with TR-NWT-000393,
January 1991, Generic Requirements for ISDN Basic
Access Digital Subscriber Lines.
8.2 Technical Requirements
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Subdivided to each component as detailed below.
8.3 Interface Requirements
Subdivided to each component as detailed below.
8.4 Loop Components
8.4.1 Loop Concentrator/Multiplexer
8.4.1.1 Definition:
8.4.1.1.1 The Loop Concentrator/Multiplexer is
the Network Element that:
(a) aggregates lower bit rate or
bandwidth signals to higher bit rate or
bandwidth signals (multiplexing); (b)
disaggregates higher bit rate or
bandwidth signals to lower bit rate or
bandwidth signals (demultiplexing); (c)
aggregates a specified number of
signals or channels to fewer channels
(concentrating); (d) performs signal
conversion, including encoding of
signals (e.g., analog to digital and
digital to analog signal conversion);
and (e) in some instances performs
electrical to optical (E/0) conversion.
8.4.1.1.2 The Loop Concentrator/Multiplexer
function may be provided through a DLC
system, channel bank, multiplexer or
other equipment at which traffic is
encoded and decoded, multiplexed and
demultiplexed, or concentrated.
8.4.1.2 Technical Requirements
8.4.1.2.1 The Loop Concentrator/Multiplexer shall
be capable of performing its functions
on the signals for the following
services, as needed by Pac-West to
provide end-to-end service capability
to its subscriber, including, but not
limited to:
8.4.1.2.1.1 two-wire & four-wire analog
voice grade loops;
8.4.1.2.1.2 two-wire & four-wire loops
conditioned to transmit the digital
signals needed to provide digital
services;
8.4.1.2.1.3 4-wire digital data
(2.4Kbps through 64Kbps and "n" times
64Kbps (where n 24);
8.4.1.2.1.4 DS3 rate private lines
where available; and
8.4.1.2.1.5 Optical SONET rate private
lines where available.
8.4.1.2.2 The Loop Concentrator/Muitiplexer shall
perform the following functions as
appropriate:
8.4.1.2.2.1 analog to digital signal
conversion of both incoming and
outgoing (upstream and downstream)
analog signals;
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8.4.1.2.2.2 multiplexing of the
individual digital signals up to higher
transmission bit rate signals (e.g.,
DS-0. DS-1, DS-3, or optical SONET
rates) for transport to the U S WEST
central office through the Loop Feeder,
and
8.4.1.2.2.3 concentration of end-user
subscriber signals onto fewer channels
of a Loop Feeder (when available the
concentration ratio shall be as
specified from time to time by
Pac-West).
8.4.1.2.2.4 Concentration ratios shall
not impair analog or digital
performance.
8.4.1.2.3 Pac-West may request U S WEST to
provide power for the Loop
Concentrator/Multiplexer through a
non-interruptible source, if the
function is performed in a central
office, or from a commercial AC power
source with battery backup, if the
equipment is located outside a central
office. Such power shall also adhere to
the requirements stated herein.
8.4.1.2.4 In accordance with Sections 1. 3.1 and
1. 3.2 of Part A of this Agreement, the
Loop Concentrator/Multiplexer shall be
provided to Pac-West in accordance with
the following Technical References:
8.4.1.2.4.1 Bellcore TR-NWT-000057,
Functional Criteria for Digital Loop
Carrier Systems, Issue 2, January 1993;
8.4.1.2.4.2 Bellcore TR-NWT-000393,
Generic Requirements for ISDN Basic
Access Digital Subscriber Lines;
8.4.1.2.4.3 T1. 106 - 1988, American
National Standard for
Telecommunications - Digital Hierarchy
- Optical Interface Specifications
(Single Mode);
8.4.1.2.4.4 ANSI T1.105-1995, American
National Standard for
Telecommunications - Synchronous
Optical Network (SONET) - Basic
Description including Multiplex
Structure, Rates and Formats;
8.4.1.2.4.5 ANSI T1.102-1993, American
National Standard for
Telecommunications - Digital Hierarchy
- Electrical Interfaces;
8.4.1.2.4.6 ANSI T1.403-1989, American
National Standard for
Telecommunications - Carrier to
Subscriber Installation, DS-1 Metallic
Interface Specification;
8.4.1.2.4.7 Bellcore GR-253-CORE,
Synchronous Optical Network Systems
(SONET), Common Generic Criteria;
8.4.1.2.4.8 Bellcore TR-TSY-000008,
Digital Interface Between the SLC 96
Digital Loop Carrier System and a Local
Digital Switch, Issue 2, August 1987;
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8.4.1.2.4.9 Bellcore TR-NWT-000303,
Integrated Digital Loop Carrier System
Generic Requirements, Objectives and
Interface. Issue 2, December 1992; Rev.
1, December 1993: Supplement 1,
December 1993;
8.4.1.2.4.10 Bellcore TR-TSY-000673,
Operations Systems Interface for an
IDLC System, (LSSGR) FSD 20-02-2100,
Issue 1, September 1989; and
8.4.1.2.4.11 Bellcore Integrated
Digital Loop Carder System Generic
Requirements, Objectives and Interface,
GR-303-CORE. Issue 1, September 1995.
8.4.1.3 Requirements for an Intelligent Loop Concentrator/
Multiplexer
8.4.1.3.1 In addition to the basic functions
described above for the Loop
Concentrator/Multiplexer, the Intelligent
Loop Concentrator/Muitiplexer ("IC/M")
shall provide facility grooming, facility
test functions, format conversion and
signaling conversion, as appropriate.
8.4.1.3.2 The underlying equipment that provides
such IC/M function shall continuously
monitor protected circuit packs and
redundant common equipment
8.4.1.3.3 The underlying equipment that provides
such IC/M function shall automatically
switch to a protection circuit pack on
detection of a failure or degradation of
normal operation.
8.4.1.3.4 The underlying equipment that provides
such IC/M function shall be equipped with
a redundant power supply or a battery
back-up.
8.4.1.3.5 Pac-West may request U S WEST to provide
Pac-West with real time performance
monitoring and alarm data on IC/M
elements that may affect Pac-West's
traffic. This includes IC/M hardware
alarm data and facility alarm data on the
underlying device that provides such IC/M
function.
8.4.1.3.6 Pac-West may request U S WEST to provide
Pac-West with real time ability to
initiate tests on the underlying device
that provides such IC/M function
integrated test equipment as well as
other integrated functionality for
routine testing and fault isolation.
8.4.1.4 Interface Requirements
8.4.1.4.1 The Loop Concentrator/Multiplexer shall meet
the following interface requirements, as
appropriate for the configuration that
Pac-West designates:
8.4.1.4.2 The Loop Concentrator/Multiplexer shall
provide an analog voice frequency copper
twisted pair interface at the serving wire
center.
8.4.1.4.3 The Loop Concentrator/Multiplexer shall
provide digital 4-wire electrical interfaces
at the serving wire center.
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8.4.1.4.4 The Loop Concentrator/Multiplexer shall provide optical
SONET interfaces at rates of Ol.C-3, OC-12, OC-48. and
CC-N.
8.4.1.4.5 The Loop Concentrator/Multiplexer shall provide the
Bellcore TR-303 DS-1 level interface at the serving wire
center. Loop Concentrator/ Multiplexer shall provide
Bellcore TR-08 modes 1 & 2 DS1 interfaces when designated
by Pac-West
8.4.1.4.6 The Intelligent Loop Concentrator/Multiplexer shall be
provided to Pac-West in accordance with the Technical
References set forth in Sections 8.4.1.2.4.8 through
8.4.1.2.4.11, above.
8.4.2 Loop Feeder
8.4.2.1 Definition:
8.4.2.1.1 The Loop Feeder is the Network Element that provides
connectivity between (a) a Feeder Distribution Interface
("FDI") associated with Loop Distribution and a
termination point appropriate for the media in a central
office, or (b) a Loop Concentrator/Multiplexer provided in
a remote terminal and a termination point appropriate for
the media in a central office.
8.4.2.1.2 Pursuant to a Bona Fide Request for unbundled feeder or
distribution, U S WEST shall provide Pac-West physical
access to the FDI and the right to connect the Loop Feeder
to the FDI.
8.4.2.1.3 Upon request from Pac-West regarding a specific area, U S
WEST shall provide information an FDI within a reasonable
time. If such information is available as part of U S
WEST's operations support system, it must be made
available to Pac-West on the same terms and conditions as
it is available to U S WEST.
8.4.2.1.4 The physical medium of the Loop Feeder may be copper
twisted pair, or single or multi-mode fiber or other
technologies as designated by Pac-West. In certain cases,
Pac-West will require a copper twisted pair loop even in
instances where the medium of the Loop Feeder for services
that U S WEST offers is other than a copper facility.
Special construction charges may apply if no copper
twisted pair facilities are available.
8.4.2.2 Requirements for Loop Feeder
8.4.2.2.1 The Loop Feeder shall be capable of
transmitting analog voice frequency,
basic rate ISDN, digital data, or,
where available in the network, analog
radio frequency signals, as
appropriate.
8.4.2.2.2 U S WEST shall provide appropriate
power for all active elements in the
Loop Feeder. U S WEST will provide
appropriate power from a central office
source, or from a commercial AC source
with rectifiers for AC to DC conversion
and 8-hour battery back-up when the
equipment is located in an outside
plant Remote Terminal ("RT").
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8.4.2.3 Additional Requirements for Special Cooper Loop
Feeder Medium
In addition to the requirements set forth above,
Pac-West may require U S WEST to provide copper
twisted pair Loop Feeder unfettered by any
intervening equipment (e.g., filters, load coils, and
range extenders), so that Pac-West can use these Loop
Feeders for a variety of services by attaching
appropriate terminal equipment at the ends.
8.4.2.4 Additional Technical Requirements for DS-1
Conditioned Loop Feeder
In addition to the requirements set forth above,
Pac-West may designate that the Loop Feeder be
conditioned to transport a DS-1 signal. The
requirements for such transport are defined in the
references below in Section 8.4.2.6.
8.4.2.5 Additional Technical Requirements for Optical Loop
Feeder
In addition to the requirements set forth above,
Pac-West may designate that Loop Feeder will
transport DS-3 and OC-n (where "n" is defined in the
technical reference in Section 8.4.1.2.4.4). The
requirements for such transport are defined in the
references below in Section 8.4.2.6.
8.4.2.6 In accordance with Sections 1.3.1 and 1.3.2 of Part A
of this Agreement, U S WEST shall offer Loop Feeder
in compliance with the requirements set forth in the
following Technical References:
8.4.2.6.1 Bellcore Technical Requirement
TR-NWT-000499, Issue 5, December 1993,
section 7 for DS-1 interfaces;
8.4.2.6.2 Bellcore TR-NWT-000057, Functional Criteria
for Digital Loop Carder Systems, Issue 2,
January 1993;
8.4.2.6.3 Bellcore TR-NWT-000393, Generic
Requirements for ISDN Basic Access Digital
Subscriber Lines;
8.4.2.6.4 ANSI T1. 106-1988, American National
Standard for Telecommunications - Digital
Hierarchy - Optical Interface
Specifications (Single Mode);
8.4.2.6.5 ANSI T1. 105-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) - Basic
Description including Multiplex Structure,
Rates and Formats;
8.4.2.6.6 ANSI T1. 102-1993, American National
Standard for Telecommunications - Digital
Hierarchy - Electrical Interfaces;
8.4.2.6.7 ANSI T1.403-1989, American National
Standard for Telecommunications - Carder to
Subscriber Installation, DS-1 Metallic
Interface Specification; and
8.4.2.6.8 Bellcore GR-253-CORE, Synchronous Optical
Network Systems (SONET), Common Generic
Criteria.
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8.4.2.7 Interface Requirements
8.4.2.7.1 The Loop Feeder point of termination
("POT") within a U S WEST central office will be as
follows:
8.4.2.7.1.1 Copper twisted pairs shall terminate
an the MDF:
8.4.2.7.1.2 DS-1 Loop Feeder shall terminate on
a DSX1, DCS1/0 or DCS3/1: and
8.4.2.7.1.3 Fiber optic cable shall terminate on
a light guide termination panel or equivalent.
8.4.2.7.2 In accordance with Sections 1.3.1 and 1.3.2
of Part A of this Agreement, Loop Feeder shall be
equal to or better than each of the applicable
interface requirements set forth in the following
technical references:
8.4.2.7.2.1 Bellcore TR-TSY-000008, Digital
Interface Between the SLC 96 Digital Loop
Carrier System and a Local Digital Switch, Issue
2, August 1987;
8.4.2.7.2.2 Bellcore TR-NWT-000303, Integrated
Digital Loop Carrier System Generic
Requirements, Objectives and Interface, Issue 2,
December 1992; Rev. 1, December 1993; Supplement
1, December 1993; and
8.4.2.7.2.3 Bellcore Integrated Digital Loop
Carrier System Generic Requirements, Objectives
and Interface, GR-303-CORE, Issue 1, September
1995.
9. Distribution
9.1 Definition:
9.1.1 Distribution provides connectivity between the NID
component of Loop Distribution and the terminal block
on the subscriber-side of an FDI. The FDI is a device
that terminates the Distribution Media and the Loop
Feeder, and cross-connects them in order to provide a
continuous transmission path between the NID and a
telephone company central office. There are three (3)
basic types of feeder-distribution connections: (a)
multiple (splicing of multiple distribution pairs
onto one (1) feeder pair); (b) dedicated ("home
run"); and (c) interfaced ("cross-connected"). While
older plant uses multiple and dedicated methods,
newer plant and all plant that uses DLC or other
pair-gain technology necessarily uses the interfaced
connection method. The FDI in the interfaced design
makes use of a manual cross-connection, typically
housed inside an outside plant device ("green box")
or in a vault or manhole.
9.1.2 The Distribution may be copper twisted pair, coax
cable, single or multi-mode fiber optic cable or
other technologies. A combination that includes two
(2) or more of these media is also possible. In
certain cases, Pac-West shall require a copper
twisted pair Distribution even in instances where the
Distribution for services that U S WEST offers is
other than a copper facility. Special construction
charges may apply if no copper twisted pair
facilities are available.
9.2 Requirements for All Distribution
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9.2.1 Distribution shall be capable of transmitting signals
for the following services, as requested by Pac-West:
9.2.1.1 two-wire & four-wire analog voice grade
loops; and
9.2.1.2 two-wire & four-wire loops conditioned to
transmit the digital signals needed to
provide digital services.
9.2.2 Distribution shall transmit all signaling messages or
tones. Where the Distribution includes any active
elements that terminate any of the signaling messages
or tones, these messages or tones shall be reproduced
by the Distribution at the interfaces to an adjacent
Network Element in a format that maintains the
integrity of the signaling messages or tones.
9.2.3 U S WEST shall not interfere with Pac-West's ability
to support functions associated with provisioning,
maintenance, performance monitoring and testing of
the unbundled Distribution.
9.2.4 Distribution shall be equal to or better than ail of
the applicable requirements set forth in the
following technical references:
9.2.4.1 Bellcore TR-TSY-000057, "Functional Criteria
for Digital Loop Carrier Systems-, and
9.2.4.2 Bellcore TR-NWT-000393, "Generic
Requirements for ISDN Basic Access Digital
Subscriber Lines".
9.3 Additional Requirements for Special Copper Distribution
In addition to Distribution that supports the requirements set
forth in Section 9.2. above, Pac-West may designate
Distribution to be copper twisted pair unfettered by any
intervening equipment (e.g., filters, load coils, range
extenders) so that Pac-West can use these loops for a variety
of services by attaching appropriate terminal equipment at the
ends.
9.4 Additional Requirements for Fiber Distribution
Fiber optic cable Distribution shall be capable of
transmitting signals for the following services in addition to
the those set forth in Section 9.2.1 above:
9.4.1 DS-3 rate private line service;
9.4.2 Optical SONET OC-n rate private lines (where 'n" is
defined in the technical reference in Section
8.4.1.2.4.4); and
9.4.3 Where available in the U S WEST network, Analog Radio
Frequency based services (e.g.,'Cable Television
(CATV)).
9.5 Additional Requirements for Coaxial Cable Distribution
Where available in the U S WEST network, coaxial cable (coax)
Distribution shall be capable of transmitting signals for the
following services in addition to those set forth in Section
9.2.1 above:
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9.5.1 Broadband data, either one way or bi-directional,
symmetric or asymmetric rates between 1.5 Mb/s and 45
Mb/s; and
9.5.2 Analog Radio Frequency based services (e.g., CATV).
9.6 Interface Requirements
9.6.1 Signal transfers between the Distribution and the NID
and an adjacent Network Element shall have levels of
degradation that are within the performance
requirements set forth in Section 18.2 of this
Attachment.
9.6.2 Distribution shall be at least equal to each of the
applicable interface requirements set forth in the
following technical references:
9.6.2.1 Bellcore TR-NWT-000049, "Generic
Requirements for Outdoor Telephone Network
Interface Devices", issued December 1, 1994;
9.6.2.2 Bellcore TR-NWT-000057, "Functional Criteria
for Digital Loop Ca Systems", issued January
2, 1993;
9.6.2.3 Bellcore TR-NWT-000393, "Generic
Requirements for ISDN Basic Access Digital
Subscriber Lines"; and
9.6.2.4 Bellcore TR-NWT-000253, SONET Transport
Systems: Common (A module of TSGR,
FR-NWT-000440), Issue 2, December 1991.
10. Local Switching
10.1 Definition:
10.1.1 Local Switching is the Network Element that provides
the functionality required to connect the appropriate
lines or trunks wired to the Main Distributing Frame
("MDF") or Digital Cross Connect ("DCC") panel to a
desired line or trunk. The desired connection path
for each call type will vary by subscriber and will
be specified by Pac-West as a routing scenario that
will be implemented in advance as part of or after
the purchases of the unbundled Local Switching. Such
functionality shall include all of the features,
functions, and capabilities that the underlying U S
WEST local switch is capable of providing,(7)
including, but not limited to: line signaling and
signaling software, digit reception, dialed number
translations, call screening, routing, recording,
call supervision, dial tone, switching, telephone
number provisioning, announcements, calling features
and capabilities (including call processing),
Centrex, or Centrex-like services, Automatic Call
Distributor ("ACD"), Carrier pre-subscription (e.g.,
long distance carrier, intraLATA toll), Carrier
Identification Code ("CIC"), number portability
capabilities, testing and other operational features
inherent to the switch and switch software. The Local
Switching function also provides access to transport,
signaling (ISDN User Part ("ISUP") and
24
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Transaction Capabilities Application Part ("TCAP")), and
platforms such as adjuncts, Public Safety Systems (911),
Operator Services, Directory Assistance Services and Advanced
Intelligent Network ("AIN"). Remote Switching Module
functionality is included in the Local Switching function.
Local Switching shall also be capable of routing local,
intraLATA, interLATA, and international calls to the
subscriber's preferred carrier, call features (e.g., call
forwarding) and Centrex capabilities.
10.1.2 Local Switching, including the ability to route to Pac-West's
transport facilities, dedicated facilities and systems, shall
be unbundled from all other unbundled Network Elements, i.e.,
Operator Systems, Common Transport, Shared Transport and
Dedicated Transport.
10.2 Technical Requirements
10.2.1 Local Switching shall be equal to or better than the
requirements for Local Switching set forth in Bellcore's Local
Switching Systems General Requirements FR-NWT-000064.
10.2.1.1 U S WEST shall route calls to the appropriate
trunk or lines for call origination or
termination.
10.2.1.2 U S WEST shall route calls on a per line or per
screening class basis to (a) U S WEST platforms
providing Network Elements or additional
requirements, (b) Pac-West designated platforms,
or (c) third-party platforms.
10.2.1.3 U S WEST shall provide to Pac-West recorded
announcements as furnished by Pac-West and call
progress tones to alert callers of call progress
and disposition. The installation cost shall be
borne by Pac-West for such announcements and call
progress tones to the extent they are different
than those standardly used by U S WEST.
10.2.1.4 U S WEST shall change a subscriber from U S
WEST's services to Pac-West's services without
loss of feature functionality, unless designated
otherwise by Pac-West.
10.2.1.5 U S WEST shall perform routine testing (e.g.,
Mechanized Loop Tests ("MLT") and test calls such
as 105, 107 and 108 type calls) and fault
isolation on Pac-West's unbundled Network
Elements, as designated by Pac-West.
10.2.1.6 U S WEST shall repair and restore any equipment
or any other maintainable component that may
adversely impact Pac-West's use of unbundled
Local Switching.
10.2.1.7 U S WEST shall control congestion points such as
mass calling events and network routing
abnormalities using capabilities such as
Automatic Call Gapping, Automatic Congestion
Control, and Network Routing Overflow.
Application of such control shall be
competitively neutral and not favor any user of
unbundled switching or U S WEST.
10.2.1.8 U S WEST shall perform manual call trace as
designated by Pac-West and shall permit
subscriber originated call trace.
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10.2.1.9 U S WEST shall record 211 billable events.
involving usage of the Network Element, and send
the appropriate recording data to Pac-West as
further described in Attachment 5.
10.2.1.10 For Local Switching used as E911 tandems, U S WEST
shall allow interconnection with Pac-West switches
in that same local switch used as a E911 tandem
and shall route calls to the appropriate Public
Safety Access Point (PSAP). In the event the Local
Switching element and the E911 tandem are
contained within the same U S WEST switch, such
trunking shall be provided on an intra-switch
basis.
10.2.1.11 Where U S WEST provides the following special
services, it shall provide to Pac-West:
10.2.1.11.1 essential Service Lines;
10.2.1.11.2 Telephone Service Prioritization
("TSP");
10.2.1.11.3 related services for handicapped;
10.2.1.11.4 where U S WEST provides soft dial
tone, it shall do so on a
competitively-neutral basis; and
10.2.1.11.5 any other service required by law or
regulation.
10.2.1.12 U S WEST shall provide Switching Service Point
("SSP") capabilities and signaling software to
interconnect the signaling links destined to the
Signaling Transfer Point Switch ("STP"). In the
event Local Switching is provided out of a
switch without SS7 capability, the Tandem shall
provide this capability as further described in
Section 4 of this Attachment 3. These
capabilities shall adhere to Bellcore
specifications TCAP (GR-1432-CORE), ISUP
(GR-905CORE), Call Management (GR-1429-CORE),
Switched Fractional DS1 (GR1357-CORE), Toll Free
Service (GR-1428-CORE), Calling Name
(GR-1597CORE), Line Information Database
(GR-954-CORE), and Advanced Intelligent Network
(GR-2863-CORE).
10.2.1.13 U S WEST shall provide interfaces to adjuncts
through industry standard and Bellcore
interfaces. These adjuncts may include, but are
not limited to, Service Node, Service Circuit
Node, Voice Mail and Automatic Call
Distributors. Examples of existing interfaces
are ANSI ISDN standards Q.931 and Q.932.
10.2.1.14 Upon Pac-West's request, U S WEST shall provide
performance data regarding a subscriber line,
traffic characteristics or other measurable
elements to Pac-West
10.2.1.15 U S WEST shall offer all technically feasible
Local Switching features, and, in providing such
features, do so at parity with those provided by
U S WEST to itself or any other Person.
10.2.1.15.1 Such feature offerings shall
include, but are not limited to:
Basic and primary rate ISDN;
Residential features;
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Custom Local Area Signaling
Services (CLASS/LASS);
Custom Calling Features: and
Centrex (including equivalent
administrative capabilities,
such as subscriber accessible
reconfiguration and detailed
message recording).
10.2.1.15.2 Pac-West may use the Bona Fide
Request Process set forth in Part A
of this Agreement to request
unbundling of Advanced Intelligent
Network ("AIN") triggers supporting
Pac-West and U S WEST service
applications in U S WEST's SCPs.(8)
U S WEST shall offer AIN-based
services in accordance with
applicable technical references.
Such services may include, but are
not limited to:
10.2.1.15.2.1 Off-Hook Immediate;
10.2.1.15.2.2 Off-Hook Delay;
10.2.1.15.2.3 Private EAMF Trunk;
10.2.1.15.2.4 Shared Interoffice
Trunk (EAMF, SS7);
10.2.1.15.2.5 Termination Attempt;
10.2.1.15.2.6 3/6/10;
10.2.1.15.2.7 N 11;
10.2.1.15.2.8 Feature Code
Dialing;
10.2.1.15.2.9 Custom Dialing
Plan(s), including
555 services; and
10.2.1.15.2.10 Automatic Route
Selection.
10.2.1-16 U S WEST shall assign each Pac-West subscriber
line the class of service designated by Pac-West
(e.g., using line class codes or other switch
specific provisioning methods), and at
Pac-West's option shall route Directory
Assistance calls from Pac-West subscribers as
directed by Pac-West This includes each of the
following call types:
10.2.1.16.1 0+/0- calls;
10.2.1.16.2 911 calls;
10.2.1.16.3 41 1/DA calls;
10.2.1.16.4 InterLATA calls specific to
PIC or regardless of PIC;
10.2.1.16.5 IntraLATA calls specific to
PIC or regardless of PIC;
10.2.1.16.6 Toll free calls, prior to
database query;
- ----------
8 Per Order at page 10, Issue 19.
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10.2.1.16.7 Call forwarding of any type supported on the
switch, to a line or a trunk; and
10.2.1.16.8 Any other customized routing that may be
supported by the U S WEST switch.
10.2.1.17 U S WEST shall assign each Pac-West subscriber line the class
of service designated by Pac-West (e.g., using line class
codes or other switch specific provisioning methods) and shall
route operator calls from Pac-West t subscribers as directed
by Pac-West at Pac-West's option. For example, U S WEST may
translate 0- and 0+ intraLATA traffic, and route the call
through appropriate trunks to an Pac-West Operator Services
Position System (OSPS). Calls from Local Switching must pass
the ANI-11 digits unchanged
102.1.18 If an Pac-West customer subscribes to Pac-West-provided voice
mail and messaging services, U S WEST shall redirect incoming
calls to the Pac-West system based upon designated service
arrangements (e.g., busy, don't answer, number of rings). In
addition, U S WEST shall provide a Standard Message Desk
Interface-Enhanced (SMDI-E) interface to the Pac-West system.
U S WEST shall support the Inter-switch Voice Messaging
Service (IVMS) capability.
10.2.1.19 Local Switching shall be offered in accordance with the
requirements of the following technical references and their
future releases:
10.2.1.19.1 GR-1298-CORE, AIN Switching System Generic
Requirements;
10.2.1.19.2 GR-1299-CORE, AIN Switch-Service Control Point
(SCP)/Adjunct Interface Generic Requirements;
10.2.1.19.3 TIR-NWT-0011284, AIN 0.1 Switching System Generic
Requirements; and
10.2.1.19.4 SR-NWT-002247, AIN Release 1 Update.
10.2.2 Interface Requirements:
10.2.2.1 U S WEST shall provide the following interfaces to Loops:
10.2.2.1.1 Standard Tip/Ring interface, including loopstart
or groundstart, on-hook signaling (e.g., for calling number,
calling name and message waiting lamp);
10.2.2.1.2 Coin phone signaling as part of a public access
line (PAL);(9)
10.2.2.1.3 Basic Rate Interface ISDN adhering to ANSI
standards 0.931, 0.932 and appropriate Bellcore Technical
Requirements;
- ----------
(9) Per Recommendations at page 26, Issue 143.
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10.2.2.1.4 Two-wire analog interface to PBX to include reverse
battery, E&M. wink start and DID;
10.2.2.1.5 Four-wire analog interface to PBX to include reverse
battery, E&M, wink start and DID;
10.2.2.1.6 Four-wire DS-1 interface to PBX or subscriber
provided equipment (e.g., computers and voice
response systems),,
10.2.2.1.7 Primary Rate ISDN to PBX adhering to ANSI standards
Q.931, Q.93 and appropriate Bellcore Technical
Requirements;
10.2.2.1.8 Switched Fractional DS-1 with capabilities to
configure Nx64 channel (where "n" = 1 to 24); and
10.2.2.1.9 Loops adhering to Bellcore TR-NWT-08 and TR-NWT-303
specifications to interconnect Digital Loop
Carriers.
10.2.2.2 U S WEST shall provide access to the following, but not
limited to:
10.2.2.2.1 SS7 Signaling Network or Multi-Frequency trunking,
if requested by Pac-West;
10.2.2.2.2 Interface to Pac-West operator services systems or
Operator Service through appropriate trunk
interconnections for the system; and
10.2.2.2.3 Interface to Pac-West Directory Assistance Services
through the Pac-West switched network or to
Directory Services through the appropriate trunk
interconnections for the system; and 950 access or
other Pac-West required access to interexchange
carriers as requested through appropriate trunk
interfaces.
10.3 Customized routing
10.3.1 Description
Customized routing will enable Pac-West to direct particular
classes of calls to particular outgoing trunks based upon fine
class codes. Pac-West may use customized routing to direct its
customers' calls to 411, 555-1212, 0+ or 0-, to its own
Operator Services platform Directory Assistance platform.
10.3.2 Limitations
Because there is a limitation in the technical feasibility of
offering custom routing beyond the capacity of the 1A ESS
switch, custom routing will be offered to CLECs on a
first-come, first-served basis.
10.4 Integrated Services Digital Network
10.4.1 Integrated Services Digital Network ("ISDN") is defined in two
(2) variations. The first variation is Basic Rate ISDN ("BRI").
BRI consists of 2 Bearer (B) Channels and one Data (D) Channel.
The second variation is Primary Rate ISDN ("PRI").
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<PAGE>
PRI consists of 23 B Channels and one D Channel. Both
BRI and PRI B Channels may be used for voice, Circuit
Switched Data ("CSD") or Packet Switched Data
("PSD"). The BRI D Channel may be used for call
related signaling, non-call related signaling or
Packet switched data. The PRI D Channel may be used
for call related signaling.
10.4.2 Technical Requirements -ISDN
10.4.2.1 U S WEST shall offer Data Switching
providing ISDN that. at a minimum:
10.4.2.2 provides integrated Packet handling
capabilities:
10.4.2.3 allows for full 2B+D Channel functionality
for BRI; and
10.4.2.4 allows for full 238+D Channel
functionality for PRI.
10.4.2.5 Each B Channel shall allow for voice, 64
Kbps CSD, and PSD of 128 logical channels
at minimum speeds of 19 Kbps throughput of
each logical channel up to the total
capacity of the B Channel.
10.4.2.6 Each 8 Channel shall provide capabilities
for alternate voice and data on a per call
basis.
10.4.2.7 The BRI D Channel shall allow for call
associated signaling, non-call associated
signaling and PSID of 16 logical channels
at Minimum speeds of 9.6 Kbps throughput
of each logical channel up to the total
capacity of the D channel.
10.4.2.8 The PRI D Channel shall allow for call
associated signaling.
10.4.3 Interface Requirements- ISDN
10.4.3.1 U S WEST shall provide the BRI interface
using Digital Subscriber Loops adhering to
Bellcore TR-NWT-303 Specifications to
Interconnect Digital Loop Carriers.
10.4.3.2 U S WEST shall offer PSD interfaces
adhering to the X.25, X.75 and X.75'ANS1
and Bellcore requirements.
10.4.3.3 U S WEST shall offer PSD trunk interfaces
operating at 55-6 Kbps.
11. Network Interface Device
11.1 Definition:
11.1.1 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 One of the functions of the NID is to
establish the network demarcation point between a
carrier and its subscriber. The NID features two (2)
independent chambers or divisions which separate the
service provider's network from the subscriber's
inside wiring. Each chamber or division contains the
appropriate
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connection points or posts to which the service provider and
the subscriber each make their connections.
11.1.2 Pac-West may connect its NID to U S WEST's NID.
11.1.3 U S WEST will allow Pac-West to locate dropwires, other than U
S WEST's drop wires, inside an existing U S WEST combination
NID used in the provisioning of telephone service for single
tenant end users subject to the following conditions:
11.1.3.1 Sufficient space exists inside the combination NID
to allow proper installation of equipment in
accordance with the NID manufacturers specifications
and per the National Electric Code:
11.1.3.2 In order to maintain maintenance integrity for the
NID, Pac-West will install its own overvoltage
protection and customer bridging equipment,
terminate the dropwires to that equipment, and
assume all operational responsibilities and
liabilities for that equipment;
In the event sufficient space is not available in the existing
U S WEST NID, to accommodate additional drops, Pac-West will
be allowed to install and additional NID, at its own expense
and the Pac-West's NID can be connected to the existing U S
WEST NID;
If the existing NID is not the new generation modular type,
Pac-West may install a new NID. U S WEST will be allowed to
move its dropwire to the new NID and remove the old NID;
Within ninety (90) days of the Effective Date of this
Agreement, the Parties agree to jointly develop a satisfactory
process to address the issues with access to single and
multi-party NIDs.
11.1.4 With respect to multiple-line termination devices, Pac-West
shall specify the quantity of NIDs it requires within such
device.
11.2 Technical Requirements
11.2.1 The N I D 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 meeting the requirements as
set forth below.
11.2.2 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.
11-2.3 All NID posts or connecting points shall be in place,
secure, usable and free of any rust or corrosion. The
protective around connection shall exist and be
properly installed. The ground wire shall be free of
rust and corrosion and have continuity to ground.
11.2.4 The NID shall be capable of withstanding all normal
local environmental variations.
11-2.5 Where the NID is not located in a larger, secure
cabinet or closet, the NID shall be protected from
vandalism. The NID shall be accessible to Pac-West
designated
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personnel. In cases where entrance to the subscriber premises
is required to give access to the NID, Pac-West shall obtain
entrance permission directly from the subscriber.
11.2.6 U S WEST shall offer the NID together with, and separately
from. the Distribution Media component of Loop Distribution.
11.3 Interface Requirements
11.3.1 The NID shall be the interface to subscribers' premises wiring
for all loops.
11.3.2 The NID shall beat least equal to all the industry standards
for NIDs set forth in the following technical references:
11.3.2.1 Bellcore Technical Advisory TA-TSY-000 120
"Subscriber Premises or Network Ground Wire";
11.3.2.2 Bellcore Generic Requirement GR-49-CORE "Generic
Requirements for Outdoor Telephone Network
Interface Devices";
11.3.2.3 Bellcore Technical Requirement TR-NWT-00239
"Indoor Telephone Network Interfaces";
11.3.2.4 Bellcore Technical Requirement TR-NWT-000937
"Generic Requirements for Outdoor and Indoor
Building Entrance"; and
11.3.2.5 Bellcore Technical Requirement TR-NWT-0001 33
"Generic Requirements for Network Inside Wiring."
12. Operator Systems
See Part A.
13. E91 I
See Part A.
14. Directory Assistance Data
See Part A.
15. Signaling Link Transport
15.1 Definition:
Signaling Link Transport is a set of two (2) or four (4)
dedicated 56 Kbps transmission paths between
Pac-West-designated Signaling Points of Interconnection
("SPOI") that provides appropriate physical diversity and a
cross connect at a U S WEST STP site.
15.2 Technical Requirements
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15.2.1 Signaling Link Transport shall consist of full duplex mode 56
Kbps transmission paths.
15.2.2 Of the various options available, Signaling Link Transport
shall perform in the following two ways:
15.2.1.1 as an "A-link" which is a connection between a
switch or SCP and a home Signaling Transfer Point
("STP") pair and
15.2.1.2 as a "D-link" which is a connection between two
(2) STP pairs in different company networks
(e.g., between two (2) STP pairs for two (2)
(CLECs)).
15.2.3 Signaling Link Transport shall consist of two (2) or more
signaling link layers as follows:
15.2.3.1 An A-link layer shall consist of two (2) links.
15.2.3.2A D-link layer shall consist of four (4) links.
15.2.4 A signaling link layer shall satisfy a performance objective
such that:
15.2.4.1 there shall be no more than two (2) minutes down
time per year for an A-link layer transport only,
and
15.2.4.2 there shall be negligible (less than 2 seconds)
down time per year for a D-link layer transport
only.
15.2.5 Where available, a signaling link layer shall satisfy
interoffice and intraoffice diversity of facilities and
equipment, such that:
15.2.5.1 no single failure of facilities or equipment
causes the failure of both links in an A-link
layer (i.e., the links should be provided on a
minimum of two (2) separate physical paths
end-to-end); and
15.2.5.2 no two concurrent failures of facilities or
equipment shall cause the failure of ail four (4)
links in a D-link layer (i.e., the links should
be provided on a minimum of three (3) separate
physical paths end-to- end).
15.2.6 For requested link layers, U S WEST will provide Pac-West with
the level of diversity available.
15.3 Interface Requirements
15.3.1 There shall be a DS-1 (1.544 Mbps) interface at the
Pac-West-designated SPOIs. Each 56 Kbps transmission path
shall appear as a DS-0 channel within the DS-1 interface.
16. Signaling Transfer Points (STPs)
16.1 Definition:
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<PAGE>
Signaling Transfer Points ("STP"s) provide functionality that enable the
exchange of SS7 messages among and between switching elements. database elements
and signaling transfer points.
16.2 Technical Requirements
16.2.1 STPs shall provide signaling access to all other Network
Elements connected to the U S WEST SS7 network. These include.
16.2.1.1 U S WEST Local Switching or Tandem Switching;
16.2.1.2 U S WEST Service Control Points/Data Bases
connected to or resident on service control
points;
16.2.1.3 Third-party local or tandem switching systems
connected to the U S WEST signaling network; and
16.2.1.4 Third-party-provided STPs connected to the U S
WEST signaling network.
16.2.2 The connectivity provided by STPs shall fully support the
functions of all other Network Elements connected to U S
WEST's SS7 network. This includes the use of U S WEST's SS7
network to convey messages which neither originate nor
terminate at a signaling end point directly connected to the U
S WEST SS7 network (i.e., transit messages). When the U S WEST
SS7 network is used to convey transit messages, there shall be
no alteration of the Integrated Services Digital Network User
Part ("ISDNUP") or Transaction Capabilities Application Part
("TCAP") user data that constitutes the content of the
message.
16.2.3 If a U S WEST tandem switch routes traffic, based on dialed or
translated digits, on SS7 trunks between an Pac-West local
switch and third party local switch, U S WEST's SS7 network
shall convey the TCAP messages necessary to provide Call
Management features (automatic callback, automatic recall, and
screening list editing) between the Pac-West local STPs and
the STPs that provide connectivity with the third party local
switch, even if the third party local switch is not directly
connected to U S WEST's STPs.
16.2.4 STPs shall provide all functions of the MTP as specified in
ANSI T1. 111 (Reference 12.5.2). This includes:
16.2.4.1 Signaling Data Link functions, as specified in ANSI
T1. 111.2;
16.2.4.2 Signaling Link functions, as specified in ANSI T1.
111.3; and
16.2.4.3 Signaling Network Management functions, as specified
in ANSI T1. 111.4.
16-2.5 STPs shall provide all functions of the SCCP necessary for
Class 0 (basic connectionless) service, as specified in ANSI
T1. 112. In particular, this includes Global Title Translation
("GT7) and SCCP Management procedures, as specified in ANSI
T1. 112.4.
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16.2.6 In cases where the destination signaling point is either a U S
WEST local or tandem switching system or data base, or is an
Pac-West or third party local or tandem switching system
directly connected to U S WEST's SS7 network, U S WEST STPs
shall perform final GTT of messages to the destination and
SCCP Subsystem Management of the destination. In ail other
cases, STPs shall perform intermediate GTT of messages to a
gateway pair of STPs in an SS7 network connected with the U S
WEST SS7 network, and shall not perform SCCP Subsystem
Management of the destination.
16.2.7 STPs shall also provide the capability to route SCCP messages
based on ISNI, as specified in ANSI T1. 118, when this
capability becomes available on U S WEST STPs.
16.2.8 STPs shall provide all functions of the OMAP commonly provided
by STPs, as specified in the reference in Section 16.5.6. This
includes:
16.2.8.1 MTP Routing Verification Test ("MRVT); and,
16.2.8.2 SCCP Routing Verification Test ("SRVT").
16.2.9 In cases where the destination signaling point is either a U S
WEST local or tandem switching system or database, or is an
Pac-West or third party local or tandem switching system
directly connected to the U S WEST SS7 network, STPs shall
perform MRVT and SRVT to the destination signaling point. In
all other cases, STPs shall perform MRVT and SRVT to a gateway
pair of STPs in an SS7 network connected with the U S WEST SS7
network. This requirement shall be superseded by the
specifications for inter-network MRVT and SRV`T if and when
these become approved ANSI standards and available
capabilities of U S WEST STPs.
16.2.10 STPs shall be equal to or better than the following
performance requirements:
16.2.10.1 MTP Performance, as specified in ANSI T1. 111.6;
and
16.2.10.2 SCCP Performance, as specified in ANSI T1.112.5.
16.3 Interface Requirements
16.3.1 U S WEST shall provide the following STPs options to connect
Pac-West or Pac-West-designated local switching systems or
STPs to the U S WEST SS7 network:
16.3.1.1 An A-link interface from Pac-West local switching
systems.
16.3.2 Each type of interface shall be provided by one or more sets
(layers) of signaling links, as follows:
16.3.2.1 An A-link layer shall consist of two (2) links.
16.3.3 The Signaling Point of Interconnection ("SPOI") for each link
shall be located at a cross-connect element, such as a DSX-1,
in the central office where the U S WEST STPs are located.
There shall be a DS-1 or higher rate transport interface at
each of the SPOIs. Each signaling link shall appear as a DS-0
channel within the DS-1 or higher rate interface.
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U S WEST shall offer higher rate DS-1 signaling for
interconnecting Pac-West local switching systems or STPs with
U S WEST STPs as soon as these become approved ANSI standards
and available capabilities in U S WEST's network.
16.3.4 U S WEST shall provide MTP and SCCP protocol interfaces that
shall conform to all relevant sections in the following
specifications:
16.3.4.1 Bellcore GR-905-CORE, Common Channel Signaling
Network Interface Specification (CCSNIS)
Supporting Network Interconnection, Message
Transfer Part (MTP), and Integrated Services
Digital Network User Part (ISDNUP); and
16.3.4.2 Bellcore GR-1432-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Signaling
Connection Control Part (SCCP) and Transaction
Capabilities Application Part (TCAP).
16.4 Message Screening
16.4.1 U S WEST shall set message screening parameters in order to
accept messages from Pac-West local or tandem switching
systems destined to any signaling point in the U S WEST SS7
network with which the Pac-West switching system has a
signaling relation.
16.4.2 U S WEST shall set message screening parameters in order to
accept messages from Pac-West local or tandem switching
systems destined to any signaling point or network
interconnected to the U S WEST SS7 network with which the
Pac-West switching system has a signaling relation.
16.4.3 U S WEST shall set message screening parameters in order to
accept messages destined to an Pac-West local or tandem
switching system from any signaling point or network
interconnected to the U S WEST SS7 network with which the
Pac-West switching system has a signaling relation.
16-4.4 U S WEST shall set message screening parameters in order to
accept and send messages destined to an Pac-West SCP from any
signaling point or network interconnected to the U S WEST SS7
network with which the Pac-West SCP has a signaling relation.
16.5 STP Requirements
16-5.1 Subject to the provisions of Section 1.3.1 and 1.3.2 of Part A
of this Agreement STPs shall be equal to or better than all of
the requirements for STPs set forth in the following technical
references:
16.5.2 ANSI T1. 111-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) - Message
Transfer Part (MTP);
16.5.3 ANSI T1. 11 1A-1 994 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Message Transfer Part (MTP) Supplement
16.5.4 ANSI T1. 112-1992 American National, Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Signaling Connection Control Part (SCCP);
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16.5.5 ANSI T1. 1150-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Monitoring and Measurements for Networks:
16.5.6 ANSI T1. 116-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Operations, Maintenance and Administration Part (OMAP);
16.5.7 ANSI T1. 118-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Intermediate Signaling Net-work Identification (ISNI);
16.5.8 Bellcore GR-905-CORE, Common Channel Signaling Network
Interface Specification (CCSNIS) Supporting Network
Interconnection, Message Transfer Part (MTP), and Integrated
Services Digital Network User Part (ISDNUP); and
16.5.9 Bellcore GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part (SCCP)
and Transaction Capabilities Application Part (TCAP).
17. Service Control Points/Databases
17.1 Definition:
17.1.1 Databases are the Network Elements that provide the
functionality for storage of, access to, and manipulation of
information required to offer a particular service and/or
capability. Databases include, but are not limited to: Number
Portability, LIDB, Toil Free Number Database, Automatic
Location Identification/Data Management System and AIN.
17.1.2 A Service Control Point ("SCP") is a specific type of Database
Network Element functionality deployed in a Signaling System 7
("SS7") network that executes service application logic in
response to SS7 queries sent to it by a switching system also
connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and
maintenance of subscriber data and service application data
(e.g., a toll free database stores subscriber record data that
provides information necessary to route toll free calls).
17.2 Technical Requirements for SCPs/Databases
Requirements for SCPs/Databases within this section address
storage of information, access to information (e.g., signaling
protocols and response times), and administration of
information (e.g., provisioning, administration, and
maintenance). All SCPs/Databases shall be provided to Pac-West
in accordance with the following requirements, except where
such a requirement is superseded by specific requirements set
forth in Subparagraphs 17.3 through 17.7 of this Attachment:
17.2.1 U S WEST shall provide interconnection to SCPs
through the U S WEST designated STPs using SS7
network and protocols, as specified in Section 16 of
this Attachment, with TCAP as the application layer
protocol.
17.2.2 Regional SCP pairs shall be available pursuant to
applicable technical reference documents.
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17.2.3 U S WEST shall provide to Pac-West Database
provisioning consistent with the provisioning
requirements of this Agreement (e.g., data required,
edits. acknowledgments, data format and transmission
medium and notification of order completion).
17.2.4 The operational interface provided by U S WEST shall
complete Database transactions (i.e., add, modify,
delete) for Pac-West subscriber records stored in U S
WEST databases at panty with which U S WEST
provisions its own subscriber records.
17.2.5 U S WEST shall provide Database maintenance
consistent with the maintenance requirements as
specified in this Agreement (e.g., notification of U
S WEST network affecting events, testing, dispatch
schedule and measurement and exception reports).
17.2.6 When and where available, U S WEST shall provide
billing and recording information to track Database
usage consistent with Connectivity Billing and
recording requirements as specified in this Agreement
(e.g., recorded message format and content,
timeliness of feed, data format and transmission
medium).
17-2.7 U S WEST shall provide SCPs/Datab2ses in accordance
with the physical security requirements specified in
this Agreement.
17.2.8 U S WEST shall provide SCPs/Databases in accordance
with the logical security requirements specified in
this Agreement.
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17.3 Number Portability Database
17.3.1 Definition:
The Number Portability ("NP") Database supplies routing
numbers for calls involving numbers that have been ported from
one local service provider to another. NP database
functionality shall also include Global Title Translations
("G77) for calls involving ported numbers even if U S WEST
provides GTT functionality in another Network Element U S WEST
shall provide the NP Database in accordance with industry
standards which shall supersede the following as needed.
17.3.2 Requirements
17.3.2.1 U S WEST shall make U S WEST NP Database available
for Pac-West switches to query to obtain the
appropriate routing number on calls to ported numbers
or the industry specified indication that the number
is not ported for non-ported numbers in NPA-NXXs;
that are opened to portability. The specified
indication will also be provided when the NPA-NXX is
not open to portability.
17.3.2.2 Query responses shall provide such additional
information (e.g., Service Provider identification)
as may be specified in the NP implementation in the
relevant regulatory jurisdiction.
17.3.2.3 U S WEST shall complete CLASS or LIDB queries routed
to the U S WEST network by Pac-West switches and
return the appropriate response to the querying
source.,
17.3.2.4 The NP Database shall provide such other
functionality as has been specified in the regulatory
jurisdiction in which portability has been
implemented.
17.3.2.5 Unavailability of the NP Database query and GTT
applications shall not exceed four (4) minutes per
year.
17-3.2.6 The U S WEST NP Database shall respond to a round
trip query within 500 milliseconds or as amended by
industry standards.
17.3.3 Interface Requirements
U S WEST shall interconnect the signaling interface between
the Pac-West or other local switch and the NP Database using
the TCAP protocol as specified in the technical references in
this Agreement, together with the signaling network interface
as specified in the technical references in this Agreement,
and such further requirements (e.g., AIN or IN protocols) as
may be specified by regulatory or other bodies responsible for
implementation of number portability.
17.4 Line Information Database (LIDB)
This Section 17.4 defines and sets forth additional requirements for
the Line Information Database.
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17.4.1 Definition:
The Line Information Database ("LIDB") is a transaction-oriented
database accessible through Common Channel Signaling ("CCS") networks.
It contains records associated with subscriber Line Numbers and Special
Billing Numbers (in accordance with the requirements in the technical
reference in Section 17.6.5). LIDB accepts queries from other Network
Elements, or Pac-West's network, and provides appropriate responses.
The query originator need not be the owner of LIDB data. LIDB queries
include functions, such as screening billed numbers, that provide the
ability to accept Collect or Third Number Billing calls and validation
of Telephone Line Number based non-proprietary calling cards. The
interface for the LIDB functionality is the interface between the U S
WEST CCS network and other CCS networks. LIDB also interfaces to
administrative systems. The administrative system interface provides
work centers with an interface to LIDB for functions such as
provisioning, auditing of data, access to LIDB measurements and
reports.
17.4.2 Technical Requirements
17.4.2.1 U S WEST shall enable Pac-West to store in U S WEST's LIDB any
fine number or special billing number. Pac-West will provide
U S WEST a non binding LIDB forecast Prior to the availability
of permanent NP, U S WEST shall enable Pac-West to store in
U S WEST's LIDB any subscriber Line Number or Special Billing
Number record for Pac-West resale, unbundled Network Elements
and facility based customers, in accordance with the technical
reference in Section 17.6.5, whether ported or not, for which
the NPA-NXX or NXX-O/IXX Group is supported by that LIDB.
17.4.2.2 Prior to the availability of permanent NP, U S WEST shall
enable Pac-West to store in U S WEST's LIDB any subscriber
Line Number or Special Billing Number record for Pac-West
resale, unbundled Network Elements and facility based
customers, in accordance with the technical reference in
Section 17.6.5, whether ported or not, and NPA-NXX and
NXX-0/IXX Group Records, belonging to an NPA-NXX or NXX-0/1 XX
owned by Pac-West
17.4.2.3 Subsequent to the availability of permanent NP, U S WEST shall
enable Pac-West to store in U S WEST's LIDB any subscriber
Line Number or Special Billing Number record for Pac-West
resale, unbundled Network Elements and facility based
customers, in accordance with the technical reference in
Section 17.6.5, whether ported or not, regardless of the
number's NPA-NXX or NXX-OAXX.
17.4.2.4 U S WEST shall perform the following LIDB functions (i.e.,
processing of the following query types as defined in the
technical reference in Section 17.6.5) for Pac-West's
subscriber records in LIDB:
17.4.2.4.1 Billed Number Screening (provides information such
as whether the Billed Number may accept Collect or
Third Number Billing calls);
17.4.2.4.2 Calling Card Validation; and
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17.4.2.4.3 Originating Line Number Screening
(OLNS), when available.
17.4.2.5 U S WEST shall process Pac-West's subscriber
records in LIDB at least at parity with U S
WEST subscriber records, with respect to
other LIDB functions (as defined in the
technical reference in Section 17.6). U S
WEST shall indicate to Pac-West what
additional functions, it any, are performed
by LIDB in its network. Within ninety (90)
days after the Effective Date of this
Agreement, the Parties shall develop an
interim procedure to process Pac-West
subscriber records.
17.41.6 Within two (2) weeks after a request by
Pac-West, U S WEST shall provide Pac-West
with a list of the subscriber data items
which Pac-West would have to provide in
order to support each required LIDB
function. The list t shall indicate which
data items are essential to LIDB function,
and which are required only to support
certain services. For each data item, the
list shall show the data formats, the
acceptable values of the data item and the
meaning of those values.
17.4.2.7 U S WEST shall provide LIDB performance in
accordance with section 17.6.5.
17.4.2.8 U S WEST shall provide Pac-West with the
capability to provision (e.g., to add,
update, and delete) NPA-NXX and NXX-O/IXX
Group Records, and Line Number and Special
Billing Number Records, associated with
Pac-West subscribers, directly into U S
WEST's LIDB provisioning process. Within
ninety (90) days after the Effective Date of
this Agreement, the Parties shall establish
an interim process to meet the requirements
of this Section.
17.4.2.9 Unless directed otherwise by Pac-West in the
event end user subscribers change their
local service provider to Pac-West, U S WEST
shall maintain subscriber data (for fine
numbers, card numbers, and for any other
types of data maintained in LIDB) so that
such subscribers shall not experience any
interruption of service due to the lack of
such maintenance of subscriber data.
17.4.2.10 All additions, updates and deletions of
Pac-West data to the LIDB shall be made
solely at the direction of Pac-West
17.4-2.11 U S WEST shall provide priority updates to
LIDB for Pac-West data upon Pac-West's
request (e.g., to support fraud protection).
17.4.2.12 When available, U S WEST shall provide
Pac-West the capability to directly obtain,
through an electronic interface, reports of
all Pac-West data in LIDB. Within ninety
(90) days after the Effective Date of this
Agreement, the Parties shall establish an
interim process to meet the requirements of
this Section.
17.4.2.13 (Intentionally left blank for numbering
consistency)
17.4-2-14 U S WEST shall perform backup and recovery
of all of Pac-West's data in LIDB as
frequently as U S WEST performs backup and
recovery for itself and any other Person,
including sending to LIDB all changes made
since
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the date of the most recent backup copy. Backup will be
performed weekly. When needed, recovery will take place within
twenty-four (24) hours.
17.4.2.15 U S WEST shall provide to Pac-West access to LIDB measurements
and reports at least at panty with the capability U S WEST has
for its own subscriber records and that U S WEST provides to
any other party. Such access shall be electronic. Within
ninety (90) days after the Effective Date of this Agreement,
the Parties shall establish an interim process to meet the
requirements of this Section.
17.4.2.16 U S WEST shall provide Pac-West with LIDB reports of data
which are missing or contain errors, as well as any misroute
errors, within the same time period as U S WEST provides such
reports to itself. Within ninety (90) days after the Effective
Date of this Agreement, the Parties shall establish a process
to meet the requirements of this Section.
17.4.2.17 U S WEST shall prevent any access to or use of Pac-West data
in LIDB by U S WEST personnel or by any other party not
authorized in writing by Pac-West
17.4.2.18 If and when technically feasible, U S WEST shall provide
Pac-West performance of the LIDB Data Screening function,
which allows a LIDB to completely or partially deny specific
query originators access to LIDB data owned by specific data
owners (in accordance with the technical reference in Section
17.6.5) for subscriber data that is part of an NPA-NXX or NXX
O/IXX wholly or partially owned by Pac-West at least at parity
with U S WEST subscriber data. U S WEST shall obtain from
Pac-West the screening information associated with LIDB Data
Screening of Pac-West data in accordance with this requirement
17.4.2.18.1 The parties agree to investigate technical
feasibility of variable LIDB database screening to accomplish
17.4.2.18 above.
17.4.2.19 U S WEST shall accept queries to LIDB associated with Pac-West
subscriber records, and shall return responses in accordance
with the requirements of this Section 17.
17.4.3 Interface Requirements
U S WEST shall offer LIDB in accordance with the requirements of this
Section 17.4.3.
17.4.3.1 The interface to LIDB shall be in accordance with the
technical reference in Section 17.6.3.
17.4.3.2 The CCS interface to LIDB shall be the standard interface
described in Section 17.6.3.
17.4.3.3 The LIDB Database interpretation of the ANSI-TCAP messages
shall comply with the technical reference in Section
17.6.4. Global Title Translation shall be maintained in the
signaling network in order to support signaling network
routing to the LIDB.
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17.5 Toll Free Number Database
The Toll Free Number Database is an SCP that provides functionality
necessary for toll free (e.g., 800 and 888) number services by
providing routing information and additional vertical features during
call set-up in response to guesses from SSPs. This Section 17.5
supplements the requirements of Section 17.2 and 17.7. U S WEST shall
provide the Toll Free Number Database in accordance with the following
subsections:
17.5.1 Technical Requirements
17.5.1.1 U S WEST shall make the U S WEST Toll Free Number
Database available, through its STPs, for Pac-West to
query from Pac-West's designated switch including U S
WEST unbundled Local Switching.
17.5.1.2 The Toll Free Number Database shall return carrier
identification and, where applicable, the queried
toll free number, translated numbers and instructions
as it would in response to a query from a U S WEST
switch.
17.5.2 Interface Requirements
The signaling interface between the Pac-West or other local
switch and the TollFree Number Database shall use the TCAP
protocol as specified in the technical reference in Section
17.6. 1, together with the signaling network interface as
specified in the technical references in Sections 17.6.2 and
17.6.6.
17.6 SCPs/Databases shall be at least equal to all of the
requirements for SCPs/Databases set forth in the following
technical references:
17.6.1 GR-246-CORE, Bell Communications Research
Specification of Signaling System Number 7, Issue 1
(Bellcore, December 199X);
17.6.2 GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part
(SCCP) and Transaction Capabilities Application Part
(TCAP) (Bellcore, March 1994);
17.6.3 GR-954-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Line Information Database (LIDB)
Service 6, Issue 1, Rev. 1 (Bellcore, October 1995);
17.6.4 GR-1 149-CORE, OSSGR Section 10: System Interfaces,
Issue 1 (Bellcore, October 1995) (Replaces TR-NWT-001
149);
17.6.5 GR-1 158-CORE, OSSGR Section 22.3: Line Information
Database 6, Issue (Bellcore, October 1995); and
17.6.6 GR-1428-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Toll Free Service (Bellcore, May
1995).
17.7 Advanced Intelligent Network ("AIN") Access, Service Creation
Environment and Service Management System ("SCE/SMS") Advanced
Intelligent Network Access
17.7.1 U S WEST shall provide mediated access to all U S
WEST service applications, current or future (if
technically feasible), resident in U S WEST's SCP
through
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U S WEST's STPs. Such access may be from Pac-West s switch or U S
WEST's unbundled local switch.
17.7.2 SCE/SMS AIN Access shall provide Pac-West the ability to create service
applications in the U S WEST SCE and deploy those applications via the
U S WEST SMS to the U S WEST SCP. This interconnection arrangement
shall provide Pac-West access to the U S WEST development environment
and administrative system in a manner at least at panty with U S WEST's
ability to deliver its own AIN-based services. SCE AIN Access is the
development of service applications within the U S WEST Service
Creation Environment capability. SMS AIN Access is the provisioning of
service applications via the U S WEST Service Management System
capability. AIN trigger provisioning will be accomplished through the U
S WEST local unbundled switching.
17.7.3 Services Available. U S WEST shall make SCE hardware, software, testing
and technical support (e.g., technical contacts, system administrator)
resources available to Pac-West Scheduling of SCE resources shall allow
Pac-West at least equal priority to U S WEST.
17.7.4 Multi-user Access. The U S WEST SCE/SMS shall allow for multi-user
access with proper source code management and other logical security
functions.
17.7.5 Partitioning. When available, the U S WEST SCP shall partition and
protect Pac-West service logic and data from unauthorized SMS
capability and SCE capability access, execution or other types of
compromise.
17.7.6 Training and Documentation. U S WEST shall provide training and
documentation for Pac-West development staff only in cases in which
such training or documentation is not reasonably available from another
source. If training or documentation is required in accordance with
this Section, it will be provided in a manner at least at panty with
that provided by U S WEST to its development staff. Training will be
conducted at a mutually agreed upon location.
17.7.7 Access Environment. When Pac-West selects SCE/SMS AIN Access, U S WEST
shall provide for a secure, controlled access environment on-site. When
available Pac-West may request mutually agreed upon remote data
connections (e.g., dial up, LAN, WAN).
17.7.8 Data Exchange. When Pac-West selects SMS AIN Access, U S WEST shall
allow Pac-West to download data forms and/or tables to the U S WEST
SCP, via the U S WEST SMS capability, in the same fashion as U S WEST
downloads such forms and/or tables for itself.
17.7.9 Certification Testing. Certification testing is typically a two step
process that includes an off-line unit test followed by an on-line
controlled introduction testing into one of each of the U S WEST switch
types capable of supporting the service. Services created by Pac-West
will require certification testing by U S WEST before the services can
be provisioned in the network. The scheduling of U S WEST certification
testing resources for new Pac-West services will be jointly coordinated
and prioritized between U S WEST and Pac-West. Pac-West testing
requirements will be given equal priority with both U S WEST and other
providers' requirements. In most circumstances, such testing will be
completed within sixty (60) days from
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the date the application is submitted by Pac-West to
U S WEST for certification. In circumstances
involving complex applications requiring additional
time for testing, U S WEST may request additional
time and Pac-West will not unreasonably withhold
approval of such request. The certification testing
procedures described in this Section may be augmented
as mutually agreed to by the Parties.
17.7.10 Access Standard. SCPs/Databases shall offer SCE/SMS
AIN Access in accordance with the requirements of
GR-1280-CORE, AIN Service Control Point (SCP) Generic
Requirements.
17.8 (Intentionally left blank for numbering consistency)
17.9 Pac-West will provide to U S WEST timely non-binding forecasts
of SS7 call transactions, link requirements, database query
volumes, etc., as needed for sizing the individual network
capabilities that Pac-West will utilize under the terms of
this Agreement.
17.10 CCS Service includes:
17.10.1 Entrance Facility - The entrance facility connects
Pac-West's signaling point of interface with the U
S WEST Serving Wire Center ("SWC").
17.10.2 Direct Link Transport ( "DLT") - The DLT connects
the Pac-West SWC to the U S WEST STP.
17.10.3 STP Port - The STP port provides the switching
function at the STP. One (1) STP port is required
for each DLT link. The port provides access to the
SCP.
17.11 Advanced Intelligent Network ("AIN") triggers will be provided
only to access U S WEST databases. Access to AIN functions is
available only through the STP. If Pac-West requires other
access, it will submit a Bona Fide Request
18. Additional Requirements
This Section 18 of Attachment 3 sets forth the additional requirements
for unbundled Network Elements which U S WEST agrees to offer to
Pac-West under this Agreement
18.1 Cooperative Testing
18.1.1 Definition:
Cooperative Testing means that U S WEST shall
cooperate with Pac-West upon request or as needed to
(a) ensure that the Network Elements and Ancillary
Functions and additional requirements being provided
to Pac-West by U S WEST are in compliance with the
requirements of this Agreement, (b) test the overall
functionality of various Network Elements and
Ancillary Functions provided by U S WEST to Pac-West
in combination with each other or in combination with
other equipment and facilities provided by Pac-West
or third parties, and (c) ensure that all operational
interfaces and processes are in place and functioning
property and efficiently for the provisioning and
maintenance of Network Elements and Ancillary
Functions and so that all appropriate billing data
can be provided to Pac-West.
18.1.2 Requirements
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Within forty-five (45) days of the Effective Date of this
Agreement, Pac-West and U S WEST will agree upon a process
to resolve technical issues relating to interconnection or
Pac-West's network to U S WEST's network and Network Elements
and Ancillary Functions. The agreed upon process shall
include procedures for escalating disputes and unresolved
issues up through higher levels of each Party's management If
Pac-West and U S WEST do not reach agreement on such a
process within the 45-day time period, any issues that have
not been resolved by the Parties with respect to such process
shall be submitted to the dispute resolution procedures set
forth in Part A of this Agreement unless both Parties agree
to extend the time to reach agreement on such issues.
18.1.2.1 U S WEST shall provide Pac-West access for testing
at any interface between a U S WEST Network Element
or Combinations and Pac-West equipment or
facilities. Such test access shall be sufficient to
ensure that the applicable requirements can be
tested by Pac-West. This access shall be available
seven (7) days per week, twenty-four (24) hours per
day.
18.1.2.2 Pac-West May test any interfaces, Network Elements
or Ancillary Functions and additional requirements
provided by U S WEST to Pac-West pursuant to this
Agreement.
18.1.2.3 U S WEST shall provide engineering data as requested
by Pac-West for the loop components as set forth in
this Attachment 3 which Pac-West may desire to test.
Such data shall include equipment engineering and
cable specifications, signaling and transmission
path data.
18.1.2.4 The Parties shall establish a process to provide
engineering/office support information on unbundled
Network Elements (e.g., central office layout and
design records and drawings, system engineering and
other applicable documentation) pertaining to a
Network Element or Ancillary Function or the
underlying equipment that is then providing a
Network Element or Ancillary Function to Pac-West
18.1.2.5 Upon request from Pac-West, U S WEST shall provide
to Pac-West all applicable test results from U S
WEST testing activities on a Network Element or
Ancillary Function or additional requirement or the
underlying equipment providing a Network Element or
Ancillary Function or additional requirements.
Pac-West may review such test results and may notify
U S WEST of any detected deficiencies.
18.1.2.6 U S WEST shall temporarily provision Pac-West
designated Local Switching features for testing.
Within sixty (60) days of the Effective Date of this
Agreement, Pac-West and U S WEST shall mutually
agree on the procedures to be established between U
S WEST and Pac-West to expedite such provisioning
processes for feature testing.
18.1.2.7 Upon Pac-West's request, U S WEST shall make
available technical support to meet with Pac-West
representatives to provide required support for
Cooperative Testing. U S WEST shall define the
process to gain access to such technical support.
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18.1.2.8 Dedicated Transport and Loop Feeder may experience
alarm conditions due to in-progress tests. U S WEST
shall notify Pac-West upon removal of such
facilities from service.
18.1.2.9 U S WEST shall exercise its best efforts to notify
Pac-1/Vest prior to conducting tests or maintenance
procedures on Network Elements or Ancillary
Functions or on the underlying equipment that is
then providing a Network Element or Ancillary
Function, that will likely cause a service
interruption or degradation of service.
18.1.2.10 U S WEST shall provide a single point of contact to
Pac-West that is available seven (7) days per week,
twenty-four (24) hours per day for trouble status,
sectionalization, resolution, escalation, and
closure. Such staff shall be adequately skilled to
allow expeditious problem resolution.(10)
18.1.2.11 U S WEST shall make available to
Pac-West access to 105 responders
100-type test lines, or 102-type test
lines associated with any circuits
under test.
18.1.2.12 Pac-West and U S WEST shall complete
Cooperative Testing in accordance with
the procedures set forth in Attachment
5.
18.1.2.13 U S WEST shall participate in
Cooperative Testing requested by
whenever it is deemed necessary by
Pac-West to insure services
performance, reliability and subscriber
serviceability.
18.1.2.14 Pac-West may accept or reject the
Network Element ordered by if, upon
completion of cooperative acceptance
testing, the tested Element does not
meet the requirements stated herein.
18.2 Performance
18-2.1 Scope(11)
The performance of all Network Elements and
Ancillary functions Pac-West orders from U S WEST
to provide local service will be at least equal to
that it provides to itself, to any subsidiary,
affiliate, or any party for which it provides a
like service.
18.3 Protection, Restoration, and Disaster Recovery
18.3.1 Scope:
This Section refers specifically to requirements on the use of
redundant network equipment and facilities for protection,
restoration, and disaster recovery.
18.4 Synchronization
- ----------
10 Per Order at page 26, Issue 47.
11 Per Recommendations at page 26, Issue 144. Modified per Approval at page
13. paragraph F.
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18.4.1 Definition:
Synchronization is the function which keeps ail digital equipment in a
communications network operating at the same average frequency. With
respect to digital transmission, information is coded into discrete
pulses, When these pulses are transmitted through a digital
communications network, all synchronous Network Elements are traceable
to a stable and accurate timing source. Network synchronization is
accomplished by timing all synchronous Network Elements in the network
to a stratum 1 traceable source so that transmission from these network
points have the same average line rate.
18.4.2 Technical Requirements
The following requirements are applicable to the case where U S WEST
provides synchronization to equipment that Pac-West owns and operates
within a U S WEST location. In addition, these requirements apply to
synchronous equipment that is owned by U S WEST and is used to provide
a Network Element to Pac-West.
18.4.2.1 The synchronization of clocks within digital networks is
divided into two parts: intra-building and inter-building.
Within a building, a single clock is designated as the
Building Integrated Timing Supply ("SITS"), which provides all
of the DS-1 and DS-0 synchronization references required by
other clocks in such building. This is referred to as
intra-building synchronization. The BITS receives
synchronization references from remotely located BITS such as
a primary reference source. Synchronization of BITS between
buildings is referred to as inter-building synchronization.
18.4.2.2 To implement a network synchronization plan, clocks within
digital networks are divided into four stratum levels. All
clocks in strata 2, 3, and 4 are synchronized to a stratum 1
clock, that is, they are traceable to a stratum clock. A
traceable reference is a reference that can be traced back
through some number of clocks to a stratum 1 source. Clocks in
different strata are distinguished by their free running
accuracy or by their stability during trouble conditions such
as the loss of all synchronization references.
18.4.2.2.1 Intra-Building
Within a building, there may be different kinds of equipment
that require synchronization at the DS-1 and DS-0 rates.
Synchronization at the DS-1 rate is accomplished by the
frequency synchronizing presence of buffer stores at various
DS-1 transmission interfaces. Synchronization at the DS0 rate
is accomplished by using a composite clock signal that phase
synchronizes the clocks. Equipment requiring DS-0
synchronization frequently does not have adequate buffer
storage to accommodate the phase variations among different
equipment. Control of phase variations to an acceptable level
is accomplished by externally timing all interconnecting DS-0
circuits to a single clock source and by limiting the
interconnection of DS-0 equipment to less than 1,500 cable
feet Therefore, a SITS shall provide DS-1 and composite clock
signals when the appropriate composite signal is a 64-kHz 5/8'
duty cycle, return to zero with a bipolar violation every
eighth pulse (B8RZ).
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18.4.2.2.2 Inter-Building
U S WEST shall provide inter-building
synchronization at the DS-1 rate. and the BITS
shall accept the primary and/or secondary
synchronization links from BITS in other buildings
where necessary. From hierarchical considerations,
the BITS shall be the highest stratum clock within
the building and U S WEST shall provide operations
capabilities. When available such capability
includes, but is not limited to: synchronization
reference provisioning; synchronization reference
status inquiries: timing mode status inquiries; and
alarm conditions.
18.4.3 Synchronization Distribution Requirements
18.4.3.1 Central office BITS shall contain redundant clocks meeting or
exceeding the requirements for a stratum 3 clock as specified
in ANSI T1. 101-1994 and ANSI TL 105.09 and Bellcore
GR-NWT-001 244 Clocks for the Synchronized Network: Common
Genetic Criteria.
18.4.3.2 Central office BITS shall be powered by primary and backup
power sources.
18.4.3.3 If both reference inputs to the BITS are interrupted or in a
degraded mode (meaning off frequency greater than twice the
minimum accuracy of the BITS, loss of frame, excessive bit
errors, or in Alarm Indication Signal), then the stratum clock
in the BITS shall provide the necessary bridge in timing to
allow the network to operate without a frame repetition or
deletion (slip free) with better performance than specified in
these technical references specified in 18.4.3.1.
18.4.3.4 DS-1 s multiplexed into a SON ET synchronous payload envelope
within an STS-n (where "n" is defined in ANSI T1. 105-1995)
signal shall not be used as reference facilities for network
synchronization.
18.4.3.5 The total number of Network Elements cascaded from the stratum
1 source shall be minimized.
18.4.3.6 A Network Element shall receive the synchronization reference
signal only from another Network Element that contains a clock
of equivalent or superior quality (stratum level).
18.4.3.7 U S WEST shall select for synchronization those facilities
shown to have the greatest degree of availability (absence of
outages).
18.4.3.8 Where possible, ail primary and secondary synchronization
facilities shall be physically diverse (this means the maximum
feasible physical separation of synchronization equipment and
cabling).
18.4.3.9 No timing loops shall be formed in any combination of primary
and secondary facilities.
18.4.3.10 U S WEST shall continuously monitor the BITS for
synchronization related failures.
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18.4.3.11 U S WEST shall continuously monitor ail equipment
transporting synchronization facilities for
synchronization related failures.
18.4.3.12 For non-SONET equipment U S WEST shall provide
synchronization facilities which, at a minimum,
comply with the standards set forth in ANSI
T1.101-1994.
18.4.3.13 For SONET equipment, U S WEST shall provide
synchronization facilities that have time deviation
(TDEV) for integration times greater than 0.05
seconds and less than or equal to ten (10) seconds,
that is less than or equal to 100 nanoseconds. TDEV,
in nanoseconds, for integration times greater than
ten (10) seconds and less than 1000 seconds, shall be
less than 31.623 times the square-root of the
integration time.
18.5 SS7 Network Interconnection
18.5.1 Definition:
SS7 Network Interconnection is the interconnection of Pac-West
local Signaling Transfer Point (STPs) with U S WEST STPs. This
interconnection provides connectivity that enables the exchange
of SS7 messages among U S WEST switching systems and databases,
Pac-West local or tandem switching systems. and other
third-party switching systems directly connected to the U S WEST
SS7 network.
18.5.2 Technical Requirements
18.5.2.1 SS7 Network Interconnection shall provide signaling
connectivity to ail components of the U S WEST SS7
network through U S WEST STPs. These include:
18.5.2.1.1 US WEST local or tandem switching systems;
18.5.2.1.2 U S WEST databases; and
18.5.2.1.3 other third-party local or tandem
switching systems.
18.5.2.2 The connectivity provided by SS7 Network
Interconnection shall support the functions of U S
WEST switching systems and databases and Pac-West or
other third-party switching systems with A-link
access to the U S WEST SS7 network.
18.5.2.3 SS7 Network Interconnection shall provide transport
for certain types of Transaction Capabilities
Application Part ("TCAP') messages. If traffic is
routed based on dialed or translated digits between
an Pac-West local switching system and a U S WEST or
other third-party local switching system, either
directly or via a U S WEST tandem switching system,
then it is a requirement that the U S WEST SS7
network convey via SS7 Network Interconnection the
TCAP messages necessary to provide Call Management
services (Automatic Callback, Automatic Recall, and
Screening List Editing) between the Pac-West local
STPs and the U S WEST or other third-party STPs.
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18.5.2.4 When the capability to route messages based on
Intermediate Signaling Network Identifier ("ISNI")
is generally available on U S WEST STPs. the U S
WEST SS7 Network shall also convey TCAP messages
using SS7 Network Interconnection in similar
circumstances where the U S WEST switch routes
traffic based on a Carrier Identification Code
("CIC").
18.5.2. 5 SS7 Network Interconnection shall provide all
functions of the MTP as specified in ANSI T1. 111.
This includes: 18.5.2.5.1 Signaling Data Link
functions, as specified in ANSI T1.111.2; 18.5.2.5.2
Signaling Link functions, as specified in ANSI
T1.111.3; and 18.5.2.5.3 Signaling Network
Management functions, as specified in ANSI T1.
111.4.
18.5.2.6 SS7 Network Interconnection shall provide all
functions of the SCCP necessary for Class 0 (basic
connectionless) service, as specified in ANSI T1.
112.
18.5.2.7 Where the destination signaling point is a U S WEST
switching system or database, or is another
third-party local or tandem switching system
directly connected to the U S WEST STPs (SS7
network), SS7 Network Interconnection shall include
final GTT of messages to the destination and SCCP
Subsystem Management of the destination.
18.5.2.8 Where the destination signaling point is an Pac-West
local or tandem switching system, SS7 Network
Interconnection shall include intermediate GTT of
messages to a gateway pair of Pac-West local STPs,
and shall not include SCCP Subsystem Management of
the destination.
18.5.2.9 SS7 Network Interconnection shall provide all
functions of the Integrated Services Digital Network
User Part (ISDNUP), as specified in ANSI T1. 113.
18.5.2.10 SS7 Network Interconnection shall provide all
functions of the TCAP, as specified in ANSI T1. 114.
18.5.2.11 If and when inter-network MTP Routing Verification
Test (MRVT) and SCCP Routing Verification Test
(SRVT) become approved ANSI standards and available
capabilities of both U S WEST and Pac-West STPs, SS7
Network Interconnection shall provide these
functions of the OMAP.
18.5.2.11.1 The Parties shall develop a mutually
agreed upon interim process for MRVT and SRVT within
ninety (90) days of the Effective Date of this
Agreement. Either Party shall be allowed to shut off
MRVT/SRVT for preservation of network integrity.
18.5.2.12 SS7 Network Interconnection shall be equal to or
better than the following performance requirements:
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18.5.2.12,1 MTP Performance, as specified in ANSI T1.
111.61
18.5.2.12.2 SCCP Performance, as specified in ANSI T1.11
12.5, and
18.5.2.12.3 ISDNUP Performance, as specified in ANSI T1.
113.95.
18.5.3 Interface Requirements
18.5.3.1 U S WEST shall offer the following SS7 Network Interconnection
options to connect Pac-West or Pac-West-designated STPs to the
U S WEST STPs (SS7 network):
18.5.3.1.1 D-link interface from Pac-West STPs.
18.5.3.2 Each interface shall be provided by one or more sets (layers)
of signaling links as follows:
18.5.3.2.1 A D-link layer shall consist of four links.
18.5.3.3 The Signaling Point of Interconnection ("SPOI") for each link
shall be located at a cross-connect element (e.g., DSX-1) in
the central office where the U S WEST STPs are located. There
shall be a DS-1 or higher rate transport interface at each of
the SPOIs. Each signaling link shall appear as a DS-0 channel
within the DS-1 or higher rate interface. U S WEST shall offer
higher rate DS-1 signaling links for interconnecting Pac-West
local switching systems or STPs with U S WEST STPs as soon as
these become approved ANSI standards and available
capabilities of U S WEST STPs.
18.5.3.3.1 In each LATA, there will be two (2) SPOIs. The
requirement for two SPOIs is driven by the critical
importance attached by the Parties to signaling
link diversity.
18.5.3.3.2 Each Party will designate one (1) of the two (2)
SPOIs in a reasonable and efficient location in the
LATA. A SPOI can be any existing cross connect
point in the LATA.
18.5.3.3.3 Each signaling link requires a port on each Party's
STP.
18.5.3.4 Where available, the U S WEST central office shall provide
intraoffice diversity between the SPOIs and the U S WEST STPs,
so that no single failure of intraoffice facilities or
equipment shall cause the failure of both D-links in a layer
connecting to U S WEST's STPs.
18.5.3.5 The protocol interface requirements for SS7 Network
Interconnection include the MTP, ISDNUP, SCCP and TCAP. These
protocol interfaces shall conform to the following
specifications:
18.5.3.5.1 Bellcore GR-905-CORE, Common Channel Signaling
Network Interface Specification (CCSNIS) Supporting
Network Interconnection, Message Transfer Part
(MTP), and Integrated Services Digital Network User
Part (ISDNUP);
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18.5.3.5.2 Bellcore GR-1428-CORE, CCS
Network Interface Specification (CCSNIS)
Supporting Toll Free Service:
18.5.3.5.3 Bellcore GR-1429-CORE, CCS
Network Interface Specification (CCSNIS)
Supporting Call Management Services: and
18.5.3.5.4 Bellcore GIR-1432-CORE, CCS
Network Interface Specification (CCSNIS)
Supporting Signaling Connection Control Part
(SCCP) and Transaction Capabilities
Application Part (TCAP).
18.5.3.6 To the extent technically feasible, U S WEST
shall set message screening parameters to
block accept messages from Pac-West local or
tandem switching systems destined to any
signaling point in the U S WEST SS7 network
with which the Pac-West switching system has
a legitimate signaling relation.
18.5.4 SS7 Network Interconnection shall be equal to or
better than all of the requirements for SS7 Network
Interconnection set forth in the following technical
references:
18.5.4.1 ANSI T1. 110-1992 American National Standard
Telecommunications Signaling System Number 7
(SS7) - General Information;
18.5.4.2 ANSI T1. 111-1992 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Message Transfer Part
(MTP);
18.5.4.3 ANSI T1.1 1 1A-1994 American National
Standard for Telecommunications - Signaling
System Number 7 (SS7) - Message Transfer
Part (MTP) Supplement;
18.5.4.4 ANSI T1. 112-1992 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Signaling Connection
Control Part (SCCP);
18.5.4.5 ANSI T1. 113-1995 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Integrated Services Digital
Network (ISDN) User Part;
18.5.4.6 ANSI T1. 114-1992 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Transaction Capabilities
Application Part (TCAP);
18.5.4.7 ANSI T1. 115-1990 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Monitoring and Measurements
for Networks;
18.5.4.8 ANSI T1. 1 16-1990 American National
Standard for Telecommunications - Signaling
System Number 7 (SS7) - Operations,
Maintenance and Administration Part (OMAP);
18.5.4.9 ANSI T1. 118-1992 American National Standard
for Telecommunications - Signaling System
Number 7 (SS7) - Intermediate Signaling
Network Identification (ISNI);
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18.5.4.10 Bellcore GR-905-CORE, Common Channel
Signaling Network interface Specification
(CCSNIS) Supporting Network Interconnection,
Message Transfer Part (MTP), and Integrated
Services Digital Network User Part (ISDNUP);
18.5.4.11 Bellcore GR-954-CORE, CCS Net-work Interface
Specification (CCSNIS) Supporting Line
Information Database (LIDB) Service-,
18.5.4.12 Bellcore GR-1428-CORE, CCS Network Interface
Specification ("CCSNIS") Supporting Toll
Free Service:
18.5.4.13 Bellcore GR-1429-CCRE, CCS Network Interface
Specification (CCSNIS) Supporting Call
Management Services; and
18.5.4.14 Bellcore GR-1432-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Signaling
Connection Control Part (SCCP) and
Transaction Capabilities Application Part
(TCAP).
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Attachment 4
TABLE OF CONTENTS
1. Definitions..............................................................1
2. General Description .....................................................1
3. Location of Interconnection .............................................1
4. Collocation..............................................................2
5. Entrance Facility .......................................................2
6. Quality of Interconnection...............................................2
7. Points of Interconnection................................................2
8. Trunking Requirements ...................................................2
9. Service Interruptions ...................................................4
10. Forecasting ............................................................5
11. Signaling ..............................................................7
12. Ordering ...............................................................7
13. Network Management .....................................................7
14. Usage Measurement ......................................................8
15. Audiotext and Mass Announcement Services ...............................8
<PAGE>
16. Interconnection to Network Elements ....................................8
17. Reciprocal Traffic Exchange ...........................................11
<PAGE>
INTERCONNECTION
1. Definitions
1.1 For purposes of this Attachment 4, "Interconnection" is the
linking of the U S WEST and Pac-West networks for the mutual
exchange of traffic. Interconnection does not include the
transport and termination of traffic. Interconnection is
provided by virtual or physical collocation, entrance
facilities or meet point arrangements.
2. General Description
2.1 U S WEST will provide Interconnection at any technically
feasible point. subject to negotiations between the Parties;
such points may include, but not be limited to, a Meet Point,
the line side distribution frame of the local switch, the
trunk side distribution frame of the local switch, trunk
interconnection points of the tandem switch, central office
cross Connect points, and Signaling Transfer Points necessary
to exchange traffic and access call related databases.
2.2 Pac-West shall designate at least one POI in the LATA in which
Pac-West originates local traffic and interconnects with U S
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,
Pac-West and U S WEST will jointly provision the fiber optic
facilities that connect the two (2) networks and shall share
the financial and other responsibilities for that facility.
2.3 Within ten (10) Business Days of Pac-Wests request for any
POI, U S WEST shall provide any information in its possession
or available to it regarding the environmental conditions of
the interconnection route or location including, but not
limited to, the existence and condition of asbestos, lead
paint, hazardous substance contamination, or radon.
Information is considered "available" under this Agreement if
it is in U S WEST's possession, or in the possession of a
current or former agent, contractor, employee, lessor, or
tenant of U S WEST's.
2.4 U S WEST shall allow Pac-West to perform any environmental
site investigations, including, but not limited to, asbestos
surveys, Pac-West deems to be necessary in support of its
collocation needs. Pac-West shall advise U S WEST in writing
of its intent to conduct any such investigations, and shall
receive written approval from U S WEST to proceed with the
investigation, which approval shall not be unreasonably
withheld. Pac-West shall indemnify U S WEST in accordance with
the provisions of Section 18 of Part A of this Agreement for
any loss or claim for damage suffered by U S WEST as a result
of Pac-Wests actions during any site inspection.
3. Location of Interconnection
3.1 Pac-West will be responsible for implementing and maintaining
its network on its side of the POI. U S WEST will be
responsible for implementing and maintaining its network on
its side of the POI. If and when the Parties choose to
interconnect at a Meet Point, Pac-West and U S WEST will
jointly provision the fiber optic facilities that connect the
two networks and shall proportionately share the financial and
other responsibilities for that facility based on
the reasonably negotiated Meet Point percentage.
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3.2 If Interconnection is complicated by the presence of
environmental contamination or hazardous materials, and an
alternative route is available. U S WEST shall make such
alternative route available for Pac-West's consideration.
4. Collocation
4.1 Interconnection may be accomplished through either virtual or
physical collocation. The terms and conditions under which
collocation will be available are described in Part A of this
Agreement.
5. Entrance Facility
5.1 Interconnection may be accomplished using an entrance facility
without the need for collocation. An entrance facility extends
from the Point of Interface to a point within a U S WEST
central office.
6. Quality of Interconnection
6.1 U S WEST will not, for the purpose of Interconnection, provide
to Pac-West less favorable terms and conditions than it
provides itself or any other Person or in a manner less
efficient than it would impose on itself or any other Person.
The quality of Interconnection will be at least equal to that
U S WEST provides to itself or any other Person. To the extent
that Pac-West requests higher or lower quality
Interconnection, Pac-West agrees to use the BFR process
described in Part A of this Agreement.
7. Points of Interconnection
7.1 Upon a request for specific point to point routing, U S WEST
will make available to Pac-West information indicating the
location and technical characteristics of U S WESTs network
facilities. The following alternatives are negotiable and
include, but are not limited to: (a) a DS-1 or DS-3 entrance
facility, where facilities are available (where facilities are
not available and U S WEST is required to build special or
additional facilities, special construction charges may
apply); (b) virtual collocation; (c) physical collocation; and
(d) negotiated Meet Point facilities. Each Party is
responsible for providing its own facilities up to the Meet
Point. The Parties will negotiate the facilities arrangement
between their networks.
8. Trunking Requirements
8.1 U S WEST agrees to provide designed interconnection facilities
that meet the same industry Standards for technical criteria
and service standards, such as the probability of blocking in
peak hours and transmission standards.
8.2(2) The Parties shall initially reciprocally terminate local
exchange traffic and intraLATA/interLATA toll calls
originating on each other's networks as follows:
8.2.1 There shall be no restrictions on traffic types
carried. Until the access structure is revised, to
accommodate non-segregated traffic, pursuant to rules
promulgated by the FCC or the Commission, two
- ----------
2 per Order at page 5, Issue 4.
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way trunk groups will be established wherever practical, based
upon Pac-West's request if Local Traffic and Toll Traffic are
combined in one (1) trunk group, Pac-West shall provide a
measure of the amount of local and toll traffic relevant for
billing purposes to U S WEST. U S WEST may audit the traffic
reported to it by Pac-West if it has reason to believe the
reported measurement is not accurate. Such audit shall be
conducted in accordance with the Audit Section of this
Agreement Exceptions to this provision will not be based on
technical infeasibility, but will be based on billing,
signaling, and network requirements. For example, exceptions
include: (a) billing requirements - switched access vs. local
traffic, (b) signaling requirements - MF vs. SS7, (c) network
requirements - Directory Assistance traffic to TOPS tandems,
and (d) one-way trunks for 911/E911. The following is the
current list of traffic types that require separate trunk
groups, unless otherwise specifically stated in this
Agreement:
(a) IntraLATA toll and interLATA switched access trunks
(b) EAS/local trunks
(c) Directory Assistance trunks
(d) 911/E911 trunks
(e) Operator Services trunks
(f) Non-U S WEST toll (transit toll to other providers)
(g) Non-U S WEST local (transit local to other providers)
(h) Commercial Mobile Radio Service/Wireless traffic
8.3 Separate trunk groups will be established connecting Pac-West's switch
or Pac-West's Operator Service center to U S WEST's Operator Service
center for operator-assisted busy line interrupt/verify. For traffic
from the U S WEST network to Pac-West for Operator Services, U S WEST
will provide one (1) trunk group per LATA served by the local U S WEST
switch.(3)
8.4 Trunk Servicing
8.4.1 Orders between the Parties to establish, add, change or
disconnect trunks shall be processed by use of an Access
Service Request ("ASR") or another industry standard for local
service ordering.
8.4.2 As further described in this Agreement, both Parties will
jointly manage the capacity of Local Interconnection trunk
groups. U S WESTs trunk servicing group will send a Trunk
Group Service Request ("TGSR"), or another industry standard
eventually adopted to replace the TGSR, to Pac-West to trigger
changes U S WEST desires to the Local Interconnection trunk
groups based on U S WESTs capacity assessment Pac-West will
issue an ASR or other industry ordering standard to U S WEST:
(a) within ten (10) Business Days after receipt of the
TGSR, upon review of and in response to U S WEST's
TGSR, or
- ----------
(3) Per Order at page 5, Issue 4.
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(b) at any time. as a result of Pac-West s own
capacity management assessment, to begin the
provisioning process. The interval used for
the provisioning of Local Interconnection
trunk groups shall be no longer than the
standard interval for the provisioning of U
S WEST's Switched Access service and shall
be consistent with U S WEST's actual
provisioning intervals for its own Switched
Access customers.
8.4.3 U S WEST will attempt to meet Pac-West requested due
date for the provision of Local Interconnection trunk
groups. Where the installation of Local
Interconnection trunk groups is required within a
time that is shorter than the standard interval, the
Parties will make all reasonable efforts and
cooperate in good faith to ensure that the mutually
agreed upon due date is met.
8.4.4 Orders that comprise a major project may be submitted
at the same time, in which case their implementation
shall be jointly planned and coordinated. Major
projects are those that require the coordination and
execution of multiple orders or related activities
between and among U S WEST and Pac-West work groups,
including, but not limited to, the initial
establishment of Local Interconnection or Meet Point
trunk groups and service in an area, NXX code moves,
re-homes, facility grooming, or network
rearrangements.
8.5 Trunking Requirements
3.5.1 Trunk group connections will be made at a DS-1 or
multiple DS-1 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 DS-1 level,
as agreed to by the Parties.
8.5.2 Where Common Channel Signaling ("CCS") is not
available, in-band multifrequency ("MF") wink start
signaling will be provided. This MIF arrangement will
require a separate local trunk circuit between
Pac-Wests switch and U S WESTs tandems. Reference
Technical Pub. TR314 and TR394.
9. Service Interruptions
9.1 Standards and procedures for notification of trunk disconnects
will be jointly developed by the Parties within ninety (90)
days of the Effective Date of this Agreement. 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.
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 (a) interfere with or impair
service over any facilities of the other Party; its
Affiliates, or its connecting and concurring carriers involved
in its services; (b) cause damage to their plant (c) violate
any applicable law or regulation regarding the invasion of
privacy of any communications carried over the Party's
facilities; or (d) create hazards to the employees of either
Party or to the public.
9.3 Each Party shall be solely responsible, and bear the expense,
for the overall design of its services. Each Party shall also
be responsible for any redesign or rearrangement of its
services that may be required because of changes in
facilities, operations or procedures, minimum network
protection criteria, and operating or maintenance
characteristics of the
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facilities. If one Party creates a circumstance causing
additional costs to the other Party, the other Party may
collect construction charges from the first Party.
9.4 To facilitate trouble reporting and to coordinate the repair
of the service provided by each Party to the other under this
Agreement. each Party shall designate and define a Trouble
Reporting Control Office ("TRCO") for such service. Each Party
shall furnish a trouble reporting telephone number for the
designated TRCO. This number shall have access to the location
where facility records are normally located and where current
status reports on any trouble re ports are readily available.
Current and historical trouble reports will be made available,
if necessary. 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.
9.5 Where new facilities, services and arrangements are installed
to rectify the service interruption, 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.
9.6 The Parties shall cooperate in isolating trouble conditions.
Before either Party reports a trouble condition, it shall use
reasonable efforts to isolate the trouble.
9.7 In cases where a trouble condition affects a significant
portion of the other Party's service, the Parties shall assign
the same priority provided to other interconnecting carriers.
10. Forecasting
10.1 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.
10.2 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 (4) times a year. The quarterly forecasts shall
include forecasted requirements for each trunk group
identified in Paragraph 8.2.1 of this Attachment In addition,
for tandem-switched traffic, the forecast shall include 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 (3) (current and plus-1 and
plus-2) years and shall include:
10.2.1 the use of Common Language Location Identifier
(CLLI-MSG), which is described in Bellcore documents
SIR 795-100-100 and BR 795-400-100; and
10-2.2 a description of major network projects anticipated
for the following six (6) 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.
10.2.3 If forecasts vary significantly, the Parties shall
meet to review and reconcile such forecasts.
10.2.3.1 If the Parties are unable to reach such a
reconciliation, the Local Interconnection
trunk groups shall be provisioned to the
higher forecast. At the end of three (3)
months, the utilization of the Local
Interconnection
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trunk groups will be reviewed and if the average
CCS utilization for the third month is under
seventy five percent (75%) of capacity, either
Party may issue an order to resize the trunk group,
which shall be left with not less than twenty five
percent (25%) excess capacity,
10.2.3.2 If the Parties agree on the original forecast and
then it is determined that a trunk group is under
seventy five percent (75%) of CCS capacity on a
monthly-average basis for each month of any
three-month period, either Party may issue an order
to resize the trunk group, which shall be left with
not less than twenty five percent (25%) excess
capacity. In all cases, grade of service objectives
identified in this Agreement shall be maintained.
10.3 Each Party shall provide a specified point of contact for planning,
forecasting and trunk serving purposes.
10.4 Trunking can be established to tandems or end offices or a combination
of both via either one-way or two-way trunks. Trunking will be at the
DS-0 level, DS-1 level, DS-3 level, or any other technically feasible
level, subject to network disclosure requirements of the FCC. Initial
trunking will be established between Pac-West's switching centers and U
S WEST's access tandem(s). The Parties will utilize direct end office
trunking under the following conditions:
10.4.1 Tandem exhaust - If a tandem through which the Parties are
interconnected is unable to, or is forecasted to be unable to,
support additional traffic loads for any period of time, the
Parties will mutually agree on an end office trunking plan
that will alleviate the tandem capacity shortage and ensure
completion of traffic between Pac-West and U S WEST
subscribers.
10.4.2 Traffic volume - The Parties shall install and retain direct
end office trunking sufficient to handle actual or reasonably
forecasted traffic volumes, whichever is greater, between an
Pac-West switching center and a U S WEST end office where the
local traffic exceeds or is forecasted to exceed 512 CCS at
the busy hour.
10.4.3 Mutual agreement - The Parties may install direct end office
trunking upon mutual agreement in the absence of conditions
(1) or (2) above, which agreement shall not unreasonably be
withheld.
10.5 Grade of Service:
A blocking standard of one percent (1 %) during the average busy
day-busy hour, as defined by each Party's standards, for final trunk
groups between an Pac-West end office and a U S WEST access tandem
carrying Meet Point traffic shall be maintained. All other final trunk
groups are to be engineered with a blocking standard of one percent
(1%) Direct end office trunk groups are to be engineered with a
blocking standard of one percent (1%).
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11. Signaling
11.1 Signaling protocol. The Parties will interconnect their
networks using SS7 signaling as defined in GR-317 and GR-394,
including ISDN User Part ("ISUP") for trunk signaling and
Transaction Capabilities Application Part ("TCAP") for
CCS-based features in the interconnection of their networks.
All appropriate industry standards for signaling
interoperability will be followed.
11.2 The Parties will provide CCS to each other in conjunction with
all trunk groups supporting Local, Transit, and Toll Traffic.
The Parties will cooperate on the exchange of TCAP messages to
facilitate full interoperability of CCS-based features between
their respective networks, including all CLASS features and
functions. All CCS signaling parameters will be provided,
including automatic number identification (ANI), originating
line information (OLI), calling party category, charge number,
etc. For terminating Feature Group D, the Parties will pass
CPN if it receives CPN from Feature Group D carriers. All
privacy indicators will be honored. Where available, network
signaling information such as Transit Network Selection
("TNS") parameter (CCS platform) and CIC/OZZ information (no
n-CCS environment) will be provided by the Parties wherever
such information is needed for call routing or billing. The
Parties will follow all appropriate industry standards
pertaining to TNS and CIC/OZZ codes.
11.3 Standard Interconnection facilities shall be Extended
Superframe (ESF) with B8ZS line code. Where ESF/B8ZS is not
available, Pac-West will agree to using other Interconnection
protocols on an interim basis until the standard ESF1B8ZS is
available. U S WEST will provide anticipated dates of
availability for those areas not currently ESF/B8ZS
compatible.
11.4 Where Pac-West is unwilling to utilize an alternate
Interconnection protocol, Pac-West will provide U S WEST an
initial forecast of 64 Kbps clear channel capability ("64K
CCC") trunk quantities within thirty (30) days of the
Effective Date of this Agreement consistent with the
forecasting agreements between the Parties. Upon receipt of
this forecast, the Parties will begin joint planning for the
engineering, procurement, and installation of the designated
64K CCC Local Interconnection trunk groups and the associated
B8ZS Extended Super Frame facilities, for the purpose of
transmitting 64K CCC data calls between Pac-West and U S WEST.
Where additional equipment is required, such equipment will be
obtained, engineered, and installed on the same basis and with
the same intervals as any similar growth job for an IXC,
Pac-West or U S WEST internal customer demand for 64K CCC
trunks. Where technically feasible, these trunks will be
established as two-way.
12. Ordering
12.1 Pac-West may order Interconnection points using the ASIR
process or other industry standard for local service ordering.
12.2 U S WEST must provide installation to Pac-West in the shorter
of the time it provides installation to itself or any other
Person.
12.3 If Pac-West requests a shorter installation time than required
by the provisions of this Attachment, U S WEST may charge
Pac-West for any increased expense incurred for such
installation.
12.4 Pac-West shall, on each order for Local Interconnection
trunks, specify the Pac-West NXXs that are assigned to the
trunks.
13. Network Management
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13.1 Protective Protocols
Either Party may use protective network traffic management
controls such as 7-digit and 10 digit code gaps on traffic
toward each others network when required to protect the public
switched network from congestion due to facility failures,
switch congestion or failure or focused overload.
13.2 Rerouting Protocols
Where the capability exists, originating or terminating
traffic reroutes may be implemented by either Party to
temporarily relieve network congestion due to facility
failures or abnormal calling patterns. Reroutes will not be
used to circumvent normal trunk servicing. Rerouting controls
will only be used when mutually agreed to by the Parties.
13.3 Mass Calling
Pac-West and U S WEST shall cooperate and share pre-planning
information, where available and in compliance with federal
and state regulations. regarding cross-network callins
expected to generate large or focused temporary increases in
call volumes, to prevent or mitigate the impact of these
events on the public switched network. Furthermore, INP
numbers may only be used consistent with network efficiency
and integrity i.e., inhibitions on mass calling events.
14. Usage Measurement
14.1 When applicable, each Party shall provide to the other
14.1.1 Bellcore AMA formatted records to generate bills to
the other Party;
14.1.2 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-round and then
rounded to the next whole minute; and
14.1.3 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 (i.e.,
local, toll, and other) terminated to each other over
SS7 local interconnection trunk groups.
15. Audiotext and Mass Announcement Services
The Parties agree that access to the audiotext, mass announcement and
information services of one Party may be made available to the other
Party upon execution of a separate agreement or an amendment to this
Agreement.
16. Interconnection to Network Elements
16.1 Technical Requirements
16.1.1 When requested by Pac-West, US WEST shall provide
Interconnection between U S WEST Network Elements
provided to Pac-West and Pac-West's network at
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transmission rates designated by Pac-West. If additional
equipment beyond that which U S WEST currently has in
place. is planning to Put in place or is otherwise required
to have in place is required to meet such transmission
rates. the installation and/or acquisition of such
equipment shall be accomplished pursuant to the ordering
process set forth in this Agreement.
16.1.2 Traffic shall be combined and routed as follows:
16.1.2.1 At Pac-West's request, U S WEST shall receive
Pac-West traffic destined to the U S WEST Operator
Systems Network Element, on trunks from an Pac-West
end-office or an Pac-West tandem.
16.1.2.2 At Pac-West's request, U S WEST shall receive
Pac-West CAMA-ANI (Centralized Automatic Message
Accounting - Automatic Number Identification)
traffic destined to the U S WEST 911 PSAPs, or E911
tandems, on trunks from an Pac-West end-office.
16.1.2.3 At Pac-West' s request, U S WEST shall receive
Pac-West SS7 traffic destined to any U S WEST E911
tandem on trunks from an Pac-West end-office, when
SS7 E911 signaling is available in U S WEST's
network.
16.1.3 When requested by Pac-West and a third party carrier, U S WEST
shall provide interconnections between Pac-Wests network, and
the other carrier's network through the U S WEST network at
transmission rates designated by Pac-West, including, but not
limited to, DS-1, DS-3, and STS-1, where available. U S WEST
shall combine and route traffic to and from other local
carriers and interLATA carriers through the U S WEST network,
and, at Pac-Wests request, U S WEST shall record and keep
records of such traffic for Pac-West billing purposes to the
extent possible.
16.1.4 U S WEST shall provide two-way trunk groups for
Interconnections. At Pac-Wests request, and consistent with an
efficient network architecture, U S WEST shall provide
unidirectional traffic on such trunks, in either direction,
effectively operating them as if they were one-way trunk
groups.
16.1.5 All trunking provided by U S WEST shall adhere to the
applicable performance requirements set forth in the "General
Performance Requirements" section of this Agreement, pursuant
to Sections 1.3.1 and 1.3.2 of Part A of this Agreement
16.1.6 At Pac-Wests request, U S WEST shall work cooperatively with
Pac-West to provide for overflow routing from a given trunk
group or groups onto another trunk group or groups as Pac-West
designates.
16.1.7 U S WEST and Pac-West shall agree on the establishment of
two-way trunk groups for the exchange of traffic for other
IXCs. These trunk groups can be provided in a meet point
arrangement.
16.1.8 Interconnection shall be made available upon Pac-Wests request
at any technically feasible Point of Interface. All trunk
interconnections shall be provided, including, SS7, MF, DTMF,
DialPulse, PRI-ISDN (where available), DID (Direct Inward
Dialing), CAMA-ANI, and trunking necessary so that INP can be
provided.
16.2 Trunk Interface Requirements
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16.2.1 Trunks
16.2.1.1 U S WEST shall allow Pac-West to provide direct
trunking to each U S WEST E911 end office or tandem,
as is appropriate for the applicable serving area.
These trunks are to be provided as one-way trunks
from a given Pac-West end office to the U S WEST E911
end office or tandem.
16.2.1.2 U S WEST shall provide for overflow E911 traffic in
the same manner that U S WEST provides E911 overflow
for itself.
16.2.2 S911 Trunks
If and when S911 tandems become available in the U S WEST
network, U S WEST shall allow Pac-West to provide direct
trunking to each U S WEST S911 tandem. Such SS7 trunks are to
be provided as one-way trunks from a given Pac-West endoffice
to the U S WEST S911 tandem.
16.2.3 Local Switch and Access Tandem Trunks
16.2.3.1 U S WEST shall provide trunks groups provisioned
exclusively to carry intraLATA Toll Traffic, as
designated by Pac-West.
16.2.3.2 U S WEST shall provide trunk groups provisioned
exclusively to carry interLATA traffic, as
designated by Pac-West.
16.2.3.3 U S WEST shall provide SS7 trunks which provide SS7
Interconnection. At Pac-Wests request, MF trunks
may be substituted for SS7 trunks where applicable.
16.2.3.4 U S WEST shall simultaneously route calls based on
dialed digits (in accordance with the standard
GR-317-CORE), and Carrier Identification Code (in
accordance with the standard GR-394-CORE) over a
single SS7 trunk group.
16.2.4 U S WEST Operator Services Trunk
U S WEST shall provide Operator Services trunks as one-way
trunks from the U S WEST network to the Pac-West network.
16.3 Network Interconnecton between U S WEST and Pac-West shall meet or
exceed all of the requirements for network Interconnection set forth in
the following technical references:
16.3.1 GR-317-CORE, Switching System Generic Requirements for Call
Control Using the Integrated Services Digital Network User Part
(ISDNUP), Bellcore, February 1994;
16.3.2 GR-394-CORE. Switching System Generic Requirements for
Interexchange Carrier Interconnection Using the Integrated
Services Digital Network User Part (ISDNUP), Bellcore, February
1994;
16.3.3 FR-NWT-000271, OSSGR Operator Services Systems Generic
Requirements, Bellcore, 1994 Edition; and
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16.3.4 FR-NVVT-000064, LATA Switching Systems Generic
Requirements (LSSGR), Bellcore. 1994 Edition.
17. Reciprocal Traffic Exchange
17.1 Scope
Reciprocal traffic exchange addresses the exchange of traffic
between Pac-West end users and U S WEST 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 IXC or where either Party interconnects and
delivers traffic to the other from third parties, each Party
shall bill such third parties the appropriate charges pursuant
to its respective tariffs or contractual offerings for such
third party terminations. Absent a separately negotiated
agreement to the contrary, compensation for reciprocal traffic
exchange applies solely to traffic exchanged directly between
the Parties without the use of third party transit providers.
17.2 Responsibilities of the Parties
17.2.1 U S WEST and Pac-West agree to treat each other
fairly, nondiscriminatorily, and equally for all
items included in this Agreement, or related to the
support of items included in this Agreement.
17.2.2 Pac-West and U S WEST agree to exchange such reports
and/or data as provided in this Agreement to
facilitate the proper billing of traffic.
17.2.3 (Intentionally left blank for numbering consistency)
17.2.4 Pac-West and U S WEST shall share responsibility for
all Control Office functions for Local
Interconnection trunks and trunk groups, and both
Parties shall share the overall coordination,
installation, and maintenance responsibilities for
these trunks and trunk groups.
17.2.5 The Party that performs the End Office function is
responsible for all Control Office functions for the
meet point trunking arrangement trunks and trunk
groups, and shall be responsible for the overall
coordination, installation, and maintenance
responsibilities for these trunks and trunk groups.
17.2.6 Pac-West and U S WEST shall:
17.2.6.1 Provide trained personnel with adequate
and compatible test equipment to work
with each other's technicians.
17.2.6.2 Notify each other when there is any
change affecting the service requested,
including the due date.
17.2.6.3 Coordinate and schedule testing
activities of their own personnel, and
others as applicable, to ensure its
Interconnection trunks/trunk groups are
installed per the Interconnection
order, meet agreed-upon acceptance test
requirements, and are placed in service
by the due date.
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17-2.6.4 Perform sectionalization to determine if a
trouble is located in its facility or its
portion of the Interconnection trunks odor to
referring the trouble to each other.
17.2.6.5 Advise each other's Control Office if there is
an equipment failure which may affect 'the
Interconnection trunks.
17.2.6.6 Provide each other with a trouble
reporting/repair contact number that is readily
accessible and available twenty-four (24) hours
per day, seven (7) days per week. Any changes to
this contact arrangement must be immediately
provided to the other Party.
17.2.6.7 Provide to each other test-line numbers and
access to test lines.
17.2.6.8 Cooperatively plan and implement coordinated
repair procedures for the meet point and Local
Interconnection trunks and facilities to ensure
trouble reports are resolved in a timely and
appropriate manner.
17.3 Types of Traffic
17.3.1 The types of traffic to be exchanged or provided under this
Agreement include., but are not limited to, the following:
17.3.1.1 EAS/Local Traffic,
17.3.1.2 Transit Traffic,
17.3.1.3 Switched Access Traffic,
17.3.1.4 Ancillary traffic includes all traffic destined
for Ancillary Services, or that may have special
billing requirements, including, but not limited
to, the following:
(a) Directory Assistance
(b) 911/E911
(c) Operator call termination (busy line
interrupt and verify)
(d) 800/888 database dip
(e) LIDB
(f) Information services requiring
special billing.
17.3.1.5 Unless otherwise stated in this Agreement,
ancillary traffic will be exchanged in
accordance with whether the traffic is
Local/EAS, intraLATA toll, or Switched Access.
17.4 Transport and Termination of Exchange Traffic
17.4.1 Termination of Local Traffic
Local Traffic will be terminated pursuant to the Reciprocal
Compensation described in Attachment 1.
17-4.2 EAS/Local Traffic
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As negotiated between the Parties, the exchange of local traffic
between the Parties may occur in several ways.
17.4.2.1 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 at
the "initial" point of Interconnection:
17.4.2.2 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 (which is included in the tandem call
termination rate) or direct trunk transport;
17.4.2.3 To the extent that Pac-West has established a collocation
arrangement at a U S WEST 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 U S WEST
or Pac-West or a third party. If both Pac-West and U S
WEST desire to provision the facility and cannot otherwise
agree, the Parties may agree to resolve the dispute
through the submission of competitive bids.
17.4.3 Transit Traffic
17.4.3.1 U S WEST will accept traffic originated by Pac-West and
will terminate it at a point of interconnection with
another CLEC, Exchange Carrier, IXC or Wireless Carrier.
U S WEST will provide this transit service through Tandem
Office Switches. Pac-West may also provide U S WEST with
Transit Service.
17.4.3.2 The Parties expect that all networks involved in
transporting Transit Traffic will deliver calls to each
involved network with CCS/SS7 protocol and the
appropriate ISUP/TCAP message to facilitate full
interoperability and billing functions. In all cases, the
originating company is responsible to follow the EMIR
standard and to exchange records with both the transiting
company and the terminating company, to facilitate the
billing process to the originating network.
17.4.3.3 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).
17.4.4 Tall Traffic
Toll Traffic routed to an access tandem, or directly routed to
an end office, will be terminated as Switched Access Service.
17.5 Interface Code Availability And Optional Features
17.5.1 Interface Code Availability
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Supervisory Signaling specifications. and the applicable
network channel interface codes for Local
Interconnection trunks, are the same as those used for
Feature Group D Switched Access Service. as described in
the Parties' applicable Switched Access tariffs.
17.5.2 Optional Features
17.5.2.1 Inband MF or SS7 Out of Band Signaling Inband
MF signaling and SS7 out of band signaling are
available for local trunks. MF signaling or
SS7 out-of-band signaling must be requested on
the order for the new local trunks.
Provisioning of the local 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
Service, as described in this Agreement, must
be ordered by Pac-West when SS7 out-of-band
signaling is requested on local trunks.
17.5.2.2 Clear Channel Capability Clear channel
capability permits 24 DS-0-64 kbit/s services
or 1.536 Mbit/s of information on the 1.544
Mbit/s line rate. Clear channel capability is
available for local trunks equipped with SS7
out-of-band signaling. Clear channel
capability is only available on trunks to U S
WEST's access tandem switch or U S WEST's end
office switches (where available). Clear
channel capability must be requested on the
order for the new local trunks. The
provisioning of the local trunks equipped with
clear channel capability is the same as that
used for Feature Group D Switched Access
Service. U S WEST will provide Pac-West with a
listings of U S WEST end offices, local
tandems and access tandems equipped with clear
channel capability. (Clear channel capability
is not available on trunks to U S WEST's local
tandem switches or end offices where it is
currently not deployed. Pac-West agrees to use
the BFR 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).
17.6 Measuring Local Interconnection Minutes
17.6.1 Measurement of terminating Local Interconnection minutes, as
calculated per Attachment 5, begins when the terminating local
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 local trunks
ends when the terminating local entry switch receives
disconnect supervision from either the called end user's end
office, indicating the called end user has disconnected, or
Pac-Wests Point of Interconnection, whichever is recognized
first by the entry switch.
17.6.2 U S WEST and Pac-West are required to provide each other the
proper call information (e.g., originated call party number
and destination call party number, etc.) to enable each Party
to issue bills in a Complete and timely fashion.
17.7 Testing
17.7.1 Acceptance Testing
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At the time of installation of a local trunk group, and at no
additional charge, the Parties will cooperatively test the
same parameters test d for terminating Feature Group D
Switched Access Service.
17.7.2 Testing Capabilities
17.7.2.1 Terminating Local Interconnection trunk testing
i's 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).
17.7.2.2 In addition to Local Interconnection trunk
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.
17.8 Mileage Measurement
Where required, the mileage measurement for Local Interconnection
facilities and trunks is determined in the same manner as the mileage
measurement for Feature Group D Switched Access Service.
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Attachment 5
TABLE OF CONTENTS
ATTACHMENT 5
BUSINESS PROCESS REQUIREMENTS
1. General Business Requirements ........................................1
2. Pre-Ordering .........................................................3
3. Ordering and Provisioning ............................................8
4. Connectivity Billing and Recording ..................................18
5. Provision Of Customer Usage Data ....................................27
6. Maintenance .........................................................37
7. Miscellaneous Services and Functions ................................43
<PAGE>
1. General Business Requirements
1.1 Procedures
1.1.1 U S WEST Contact with Subscribers
1.1.1.1 Pac-West at all times shall be the primary contact and
account control for ail interactions with its
subscribers, except as specified by Pac-West. Pac-West
subscribers include active Customers as well as those
for whom service orders are pending.
1.1.1.2 U S WEST shall ensure that any U S WEST personnel who
may receive customer inquiries, or otherwise have
opportunity for subscriber contact: (a) provide
appropriate referrals and telephone numbers to
subscribers who inquire about Pac-West services or
products; (b) do not in any way disparage Pac-West or
its products or services during such inquiry or
subscriber contact; and (c) do not provide information
about U S WEST products or services during that same
inquiry or subscriber contact.
1.1.1.3 Pac-West shall ensure that any Pac-West personnel who
may receive customer inquiries, or otherwise have
opportunity for subscriber contact: (a) provide
appropriate referrals and telephone numbers to
subscribers who inquire about U S WEST services or
products; (b) do not in any way disparage U S WEST, or
its products or services during such inquiry or
subscriber contact; and (c) do not provide information
about Pac-West products or services during that same
inquiry or subscriber contact.
1.1.1.4 U S WEST shall not use Pac-West s request for
subscriber information, order submission or any other
aspect of Pac-Wests processes or services to aid U S
WESTs marketing or sales efforts.
1.1.2 Expedite, Escalation and Disaster Procedures
1.1.2.1 No later than sixty (60) days after the Effective Date
of this Agreement. U S WEST and Pac-West shall develop
mutually acceptable escalation and expedite procedures
which may be invoked at any point in the Service
Ordering, Provisioning, Maintenance and Subscriber
Usage Data transfer processes to facilitate rapid and
timely resolution of disputes. Within the said sixty
(60) day period, U S WEST and Pac-West will establish
intercompany contact lists for purposes of handling
subscriber and other matters which require
attention/resolution outside of normal business
procedures. To the extent possible, U S WEST shall
notify Pac-West of any changes to its escalation
contact list at least one (1) week before such chances
are effective.
1.1.2.2 No later than sixty (60) days after the Effective Date
of this Agreement, U S WEST and Pac-West shall jointly
establish contingency and disaster recovery plans for
those cases in which normal Service Ordering,
Provisioning, Maintenance, Billing and other procedures
for U S WESTs unbundled Network Elements, features,
functions and Resale Services are inoperable.
1.1.3 Operational and Technological Changes
1.1.3.1 U S WEST shall notify Pac-West of any material
operational or technological (e.g., network, systems
interfaces) changes related to any services,
Interconnection
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methods, or Network Elements purchased by Pac-West. At
the time U S WEST decides to make such a change, U S
WEST will notify Pac-West in sufficient time to allow
Pac-West to make necessary adjustments to accommodate
the change, but in no case with less than thirty (30)
days' notice, unless otherwise agreed to by the
Parties. Objections to the proposed change must be
given in writing to U S WEST in a reasonable time. For
the purposes of this Section, material changes snail be
defined as those changes which will likely impact
current interactions between Pac-West (or its
customers) and U S WEST.
1.1.3.2 U S WEST agrees to notify Pac-West whenever an Pac-West
subscriber who is provided local service through
Services for Resale, INP/NP, or unbundled Network
Elements changes Pac-West PIC status.
1.1.4 Customer of Record
1.1.4.1 Providing Pac-West has obtained proper Customer
authorization, U S WEST shall recognize Pac-West as the
Customer of Record for all Network Elements or Services for
Resale ordered by Pac-West and shall send all notices,
invoices, and information which pertain to such ordered
services directly to Pac-West Pac-West will provide U S WEST
with addresses to which U S WEST shall send all such notices,
invoices, and information.(1)
1.1.5 Work Center Interface Procedures
1.1.5.1 U S WEST and Pac-West shall, within ninety (90) days
of the Effective Date of this Agreement, develop and implement
work center interface procedures for each function/business
process necessary for fulfilling the terms of this Agreement
1.2 Service Offerings
1.2.1 Changes in Retail Service Offerings
1.2.1.1 Pursuant to Section 23.2 of Part A of this Agreement,
U S WEST shall provide summaries to Pac-West describing the
proposed change(s) of services which are available for resale
pursuant to this Agreement.
1.2.1.2 (Intentionally left blank for numbering consistency)
1.2.1.3 U S WEST shall provide Pac-West with access to new
services, features, and functions concurrent with U S WEST's
notice to Pac-West of such changes, so that Pac-West may
evaluate these services.
1.2.2 Essential Services
1.2.2.1 U S WEST shall designate trunks or lines as an
Essential Service Line (ESL) or Telecommunications Service
Priority (TSP), whichever is applicable, upon Pac-Wests
request, based on industry standards.
- ----------
1 Per Order at page 23, Issue 40.
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1.2.3 Blocking Services
1.2.3.1 Upon request from Pac-West, U S WEST shall provide
blocking in accordance with U S WEST standard intervals for
700, 900, and 976 services. or other services of similar type
as may now exist or may be developed in the future according to
industry standards, and shall provide Billed Number Screening
("BNS"), including required LIDB updates, or equivalent
service for blocking completion of bill-to-third parry and
collect calls, on a line. trunk, or individual service basis.
1.2.4 Training Support
1.2.4.1 U S WEST will train its employees who may communicate
with Pac-West subscribers to treat Pac-West in a
nondiscriminatory manner. U S WEST will solicit and may take
into account input from Pac-West in the development of such
training and will permit Pac-West to review. but not approve,
such training. Such training will comply with the branding
requirements of this Agreement.
1.2.4.2 U S WEST or its agent shall train Pac-West employees on
U S WEST's systems and processes necessary to assure the
accuracy of required information exchange between Pac-West.
Information/materials provided to Pac-West should include, at a
minimum, operational and procedural information, and U S
WEST-specific system access/interface instruction for
performing similar functions.
1.2.5 Carrier Identification Codes
U S WEST shall provide to Pac-West the active Carrier
Identification Codes (CIC) for both Dial 1 and toll free (e.g.,
800, 888) services for each of its access tandems pursuant to
industry guidelines.
2. Pre-Ordering
2.1 General Business Requirements
2.1.1 Street Address Guide (SAG)
Within sixty (60) days after the Effective Date of this
Agreement, U S WEST shall provide to Pac-West the SAG data in
an electronic format, when available. or otherwise as mutually
agreed. All changes to the SAG shall be provided to Pac-West on
a weekly basis.
2.1.2 CLASS and Custom Features
2.1.2.1 Pac-West may order the entire set of CLASS and Custom
features and functions, or a subset of any one or any
combination of such features. In addition, U S WEST shall
provide Pac-West with a list of features and functions
available on an end office by end office basis.
2.1.3 Customer Payment History
2.1.3.1 Pac-West and U S WEST agree to make available to a
Mutually agreed upon third-party credit reporting agency, on a
timely basis, such of the following Customer payment history
information available for each person or entity that applies
for local service or intraLATA toll Telecommunications
Service(s) from either Party:
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2.1.3.1.1 Applicant's name:
2.1.3.1.2 Applicant's address;
2.1.3.1.3 Applicant's previous phone number, if any;
2.1.3.1.4 Amount, if any, of unpaid balance in
applicant's name:
2.1.3.1.1 Whether applicant is delinquent on payments:
2.1.3.1.6 Length of service with prior local or
intraLATA toll provider:
2.1.3.1.7 Whether applicant had local or intraLATA toll
service terminated or suspended within the last
six (6) months with an explanation of the
reason therefore; and,
2.1.3.1.8 Whether applicant was required by prior local
or intraLATA toll provider to pay a deposit or
provide another form of security including
the amount of each.
2.1.3.2 Such information shall be provided on the condition
that the credit reporting agency only make such information
available to the carrier to which the person or entity in
question has applied for Telecommunication Service(s).
2.1.4 Number Administration/Number Reservations
2.1.4.1 Until Number Administration functions are assumed by a
neutral third party in accordance with FCC rules and
regulations, U S WEST shall assign NXXs to Pac-West on a
non-discriminatory and equivalent basis following NANP
guidelines. In addition, U S WEST shall provide testing and
loading of Pac-West's NXX on the same basis as U S WEST
provides itself or its Affiliates. Further, in U S WESTs role
as number administrator, it shall provide Pac-West with access
to abbreviated dialing codes, access arrangements for 555 line
numbers, and the ability to obtain telephone numbers, including
vanity numbers, while a customer is on the phone with Pac-West
U S WEST shall provide the same range of number choices to
Pac-West, including choice of exchange number, as U S WEST
provides its own customers. Reservation and aging of numbers
shall remain U S WESTs responsibility.
2.1.4.2 Pac-West may reserve blocks of U S WEST telephone
numbers in accordance with U S WEST's tariffs, or in the same
manner U S WEST reserves telephone numbers for its own use.
2.1.4.3 Where Pac-West has obtained its own NXX, but has
purchased U S WEST Services for Resale o r Network Elements, U
S WEST agrees to recognize the Pac-West NXX in U S WESTs switch
according to the local calling area defined by Pac-West and
approved by the Commission.
2.1.4.4 For resale and the unbundled switching element U S WEST
shall accept Pac-West orders for vanity numbers and blocks of
numbers for use with complex services including, but not
limited to, DID, Centrex, and hunting arrangements, as
requested by Pac-West on a non-discriminatory, equivalent basis
following NANP guidelines.
2.1.4.5 For simple services, U S WEST shall provide real-time
electronic interfaces to Pac-West to obtain telephone number
confirmation while the customer is on the line. When real time
electronic interfaces are not available for simple services
number reservations, U S WEST shall provide alternative means
for confirmation of the number reservation while the customer
is on the line. For number reservations associated with complex
services, U S WEST shall provide confirmation of the number
reservation
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within forty-eight (48) hours of Pac-West's request or within
such time as U S WEST may provide to itself or Affiliates,
whichever is less.
2.1.4.6 Number Resources Arrangements
2.1.4.6.1 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).
2.1.4.6.2 To the extent U S WEST serves as Central Office
Code Administrator for a given region, U S WEST will support
all Pac-West requests related to central office code (NXX)
administration and assignments in the manner required and
consistent with the Central Office Code Assignment
Guidelines.
2.1.4.6.3 (intentionally left blank for numbering
consistency)
2.1.4.6.4 The Parties will comply with (NXX) administration
requirements as prescribed by the FCC, the Commission, and
accepted industry guidelines.
2.1.4.6.5 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.
2.1.4.6.6 Each Party shall be responsible for notifying its
customers of any changes in numbering or dialing
arrangements to include changes such as the introduction of
new NPAs or new NXX codes.
2.1.4.6.7 Until an impartial entity is appointed to
administer telecommunications numbering, U S WEST will
assign NXX codes to Pac-West in accordance with national
guidelines at no charge and on a nondiscriminatory basis.
2.1.4.6.8 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.
2.1.4.7 U S WEST shall provide -provisioning support outside of
scheduled work hours on a nondiscriminatory exception basis as
requested by Pac-West. Such support may be subject to a minimum
labor charge.
2.1.4.8 Service Assurance Warranties and Incentives: U S WEST
shall provide to Pac-West service assurance warranties and
incentives as U S WEST provides such
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service warranties and incentives to its own end users or any
other Person except as otherwise provided by the Commission.
2.1.4.9 Availability of Network Capacity: Consistent with
Pac-West's forecasts. U S WEST shall deploy and keep deployed
network facilities for Pac-West services in a
non-discriminatory manner and in the same manner as U S WEST
makes such facilities available to itself for its services.
2.1.4.10 Workcenter Interface Methods and Procedures: U S WEST
and Pac-West shall finalize interface methods and procedures
between their respective work centers detailing systems and
processes for ordering and provisioning. Such methods and
procedures shall be completed within one hundred twenty (120)
days after a written request by either Party. The lack of
workcenter interface methods and procedures shall not inhibit
the provision of services under this Agreement.
2.2 Service Order Process Requirements
2.2.1 (intentionally left blank for numbering consistency)
2.2.2 Specific Unbundling Requirements
2.2.2.1 When ordering a Combination, Pac-'Nest shall have the
option of ordering all features, functions and capabilities of
each Network Element.
2.2.2.2 When Pac-West orders Network Elements, U S WEST shall
provision all features, functions, and capabilities appropriate
to the Network Elements which may include, but are not limited
to:
2.2.2.2.1 the basic switching function of connecting lines
to lines, lines to trunks, trunks to lines, and trunks to
trunks, as well as the same basic capabilities made
available to U S WEST's Customers, such as telephone number,
white page listing, and dial tone; and
2.2.2.2.2 all other features the switch has activated,
including, but not limited to, custom calling, custom local
area signaling service features and Centrex, as well as any
technically feasible customized routing functions provided
by the switch.
2.3 Systems Interfaces and Information Exchanges
2.3.1 General Requirements
(Intentionally left blank for numbering consistency)
2.3.2 Pre-Ordering and Provisioning for Resale Services and Unbundled
Network Elements
2.3.2.1 U S WEST shall provide to Pac-West a list of all
intraLATA and interLATA carriers available for Customer
selection on a central office level.
2.3.2.2 (intentionally left blank for numbering consistency)
2.3.2.3 U S WEST shall provide Pac-West with access to Customer
Profile Information ("CPI") without requiring Pac-West to
produce a signed Letter of
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Authorization ("LOA") subject to proof of authorization
requirements described elsewhere in this Agreement, based on
Pac-Wests blanket representation that the Customer has
authorized Pac-West to obtain such CPI.
2.3.2.3.1 CPI shall be in a mutually agreed to format at the
line and/or trunk level. U S WEST shall provide to Pac-West
a real-time. electronic interlace to U S WEST Customer
information systems which will allow Pac-West to obtain the
Customer profile, which may include, but not be limited to.
Customer name, service addresses, billed telephone
number(s), and identification of features and services
provided by U S WEST on the Customer accounts. and to obtain
information on all features and services available in the
end office where Customer's services are currently
provisioned. The preceding information may not include
services deemed not to be Telecommunications Services by the
Commission.
2.3.2.3.1.1 Until access is available via a real-time,
electronic interface for CPI, U S WEST agrees that
Pac-West can obtain CPI in an interim mutually agreed
to manner and in accordance with Section 3.2 of this
Attachment to facilitate the service order process.
2.3.2.4 (Intentionally left blank for numbering consistency)
2.3.2.5 U S WEST shall provide to Pac-West, upon request, a list
of all current features and functions technically available from
each switch, by switch CLLI. Notice of the introduction of new
services shall be provided to Pac-West at least thirty (30) days
in advance of their availability.
2.3.2.6 (Intentionally left blank for numbering consistency)
2.3.2.7 Pending or Held Orders: U S WEST shall provide, when
available, the Pac-West information regarding a subscriber's
previous pending or held orders. If the subscriber has a pending
or held order, the status of the order shall not be negatively
impacted as a result of the subscriber changing local service
providers (i.e., due date for pending service chanced to later
date).
2.3.2.8 Special Construction: When U S WEST determines that
special construction is required, U S WEST shall notify Pac-West
on a timely basis of special construction requirements and
charges, and obtain Pac-West authorization before beginning such
construction.
2.3.3 Pre-Ordering and Provisioning for Unbundling
2.3.3.1 U S WEST shall provide to Pac-West, upon reasonable
request, sufficient engineering design and layout information for
Network Elements for specific applications.
2.3.3.2 U S WEST shall provide to Pac-West, upon request, advance
information of the details and requirements for planning and
implementing NPA splits in accordance with NANP Guidelines.
2.3.3.3 U S WEST shall make engineering support available to
Pac-West as is normal and customary in the provision of
Telecommunications Services, Network
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Elemental Combinations or Ancillary Functions as described in this
Agreement. Pac-West May request additional engineering support.
2.4 Pre-ordering Functions
"Pre-Ordering" and "Ordering" encompasses the preliminary set of
activities whereby a service representative interacts with the
customer in order to obtain the information required to write a
service order and consists of the following functions: verify an
address, check service availability, reserve a telephone number,
check for appointment availability, reserve an appointment and
return customer service information. These functions are described
as follows:
2.4.1 Address Verification - Provides Pac-West with the ability to
query for and receive the customer service location, serving
central office, and facility indicators. The facilities
indicator will indicate the availability of facilities for one
(1 ) access line at the address, if the cable pair is
available or working. If the cable pair is working, an
indication of a pending disconnect order and the due date will
be provided. This function does not reserve cable pairs.
2.4.2 Telephone Number Reservation - Provides Pac-West with the
capability to identify if one or more telephone numbers are
available and reserve them if available. This includes the
ability to reserve one or more specific numbers (vanity
numbers), a block of sequential or random block of numbers by
serving central office and/or NXX. If a work order is not
received within a negotiated amount of time, the reservation
will automatically expire.
2.4.3 Appointment Availability and Reservation - Provides Pac-West
with the capability to determine the next available due date,
the availability of a specific date, an indication if the date
is available or a selection of the next available date, any
closed dates beyond that date, and reservation of an available
appointment.
2.4.4 Service Availability - Allows Pac-West to determine the
availability of services and facilities to a specific
end-users' location(s). This capability indicates that the
service is available, that tariff rates apply, the amounts of
any additional recurring and nonrecurring costs, and the
interval to be used when ordering the service.
2.4.5 Customer Service Information Request - Gives Pac-West the
ability to request a listing of existing services, features,
directory listing and equipment for a customer account.
2.4.6 Circuit Identification Request - Provides Pac-West with the
capability to identify and obtain circuit identifications. If
a work order for a Circuit Identification Request is not
received within a negotiated amount of time, the request will
automatically expire.
3. Ordering and Provisioning
3.1 General Business Requirements
3.1.1 Ordering and Provisioning Parity
U S WEST shall provide Pac-West with the same level of ordering
and provisioning support as U S WEST provides itself in
accordance with standards and performance measurements that U S
WEST uses and/or which are required by law, regulatory agency,
or by U S WEST's own internal procedures, whichever are the
most rigorous. These standards shall apply to the quality of
the technology, equipment, facilities,
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processes, and techniques (including, but not limited to, such
new architecture, equipment, facilities, and interfaces as U S
WEST may deploy) that U S WEST provides to Pac-West under this
Agreement.
3.1.2 Interconnection Service Center (ISC)/Single Point of Contact
3.1.2.1 U S WEST shall provide a Systems Interface Help Desk or
equivalent which shall serve for all activities involved in the
electronic interface for ordering and provisioning of U S
WEST's unbundled Network Elements, features. functions, and
Resale Services. The Systems Interface Help Desk or equivalent
shall be available twenty-four (24) hours a day, seven (7) days
a week.
3.1.2.2 U S WEST shall provide a Single Point of Contact
("SPOC") and shall provide to Pac-West toll-free nationwide
telephone numbers (available during U S WESTs scheduled work
hours) answered by competent, knowledgeable personnel, trained
to answer questions and resolve problems in connection with the
ordering and provisioning of unbundled Network Elements,
features, functions, capabilities, and Resale Services. U S
WEST will provide sufficient resources to provide equivalent,
or as otherwise agreed to by the Parties, service to Pac-West.
3.1-2.3 In addition to the electronic interfaces provided for
elsewhere in this Agreement, U S WEST shall provide, as
requested by Pac-West through the SPOC, provisioning and
dispatch in the form of coordinated scheduling, status, and
dispatch capabilities equivalent to that which U S WEST
provides itself or as otherwise agreed to by the Parties.
3.1.3 Carrier Selection
3.1.3.1 For Services for Resale or unbundled Network Elements,
U S WEST shall provide to Pac-West, no later than January 1,
1997, the capability to order local service, intraLATA and
interLATA toll services by entering Pac-West subscribers choice
of carrier on a single order. U S WEST will offer other carrier
selection choices as they become available. U S WEST shall
provide Pac-West with the capability to order separate
interLATA and intraLATA carriers on a line or trunk basis where
1 + presubscription is available.
3.1.3.2 Where intraLATA 1+ presubscription is not available, or
if the subscriber does not select an intraLATA toll carrier, U
S WEST agrees to provide intraLATA toll services for resale to
Pac-West and to recognize the end user as the customer of
Pac-West for intraLATA toll. Pac-West shall designate the
default carrier for all other toll calls if the subscriber does
not select a carrier. In all cases, U S WEST will route toll
calls to the appropriate carrier as designated by Pac-West
3.1.4 Notification to Long Distance Carrier
3.1.4.1 U S WEST will not accept PIC change requests through
the CARE process for Pac-West local service customers.
Pac-Wests long distance operations may obtain such CARE
transactions for Pac-West long distance customers from the
customer's local service provider. U S WEST agrees to notify
IXCs using OBF approved CARE transactions, whenever an IXC
Customer who is provided local service through Services for
Resale, INP/NP, or unbundled Network Elements changes PIC
status.
3.1.4.2 U S WEST shall implement new Transaction Code Status
Indicators (TCSIs) 2033, 2233, 3147, and 3148. The new local
service provider identification ("LSPID") will
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be included on these transactions if the new local resale
provider agrees U S WEST should provide the information to a
long distance provider as defined by the OBF in support of
Local Resale.
3.1.4.3 U S WEST shall implement TCSIs used in conjunction with
the new local service provider ("LSP") identification code for
handling account maintenance, customer service, and trouble
administration issues. These TCSIs include 4001/021/05.
4201-4205, 4301, 2033, 2233, 3147, 3148, 3149, and others as
the OBF may define.
3.1.4.3.1 In addition, U S WEST shall implement TCSIs,
when available, used in conjunction with the new Ported
Telephone Number field to link "shadow" and parted
telephone numbers in support of Interim Number
Portability. These TCSIs include 2231, 3150, 3151, and
others as the OBF may define.
3.1.5 Ordering Interconnection
The Parties agree to utilize the OBF-ASR process for ordering
interconnection trunks, which is the same process used to order
Access Services. 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.
3.2 Service Order Process Requirements
3.2.1 OBF Compliance
3.2.1.1 U S WEST and Pac-West shall generally follow the
OBF-developed ordering and provisioning process guidelines. These
processes include, but are not limited to, pre-order service
inquiry, pre-order service inquiry response, firm order,
acknowledgment/rejection, firm order confirmation, delay
notification, and completion notification. U S WEST agrees to work
cooperatively to generally comply with future OBF developed
guidelines.
3.2.2 Service Migrations and New Customer Additions
3.2.2.1 For Resale Services, U S WEST shall not require a
disconnect order from a Customer, another local service
provider, or any other entity, to process an Pac-West order to
establish Pac-West local service and/or migrate a Customer to
Pac-West local service.
3.2.2.2 For Resale Services, U S WEST shall not disconnect any
Customer service or existing features available under this
Agreement at any time during the migration of that Customer to
Pac-West service without Pac-Wests prior agreement.
3.2.2.3 For services provided through unbundled Network
Elements, U S WEST shall recognize Pac-West as an agent for the
Customer in coordinating the disconnection of services provided
by another CLEC or U S WEST.
3.2.2.4 Unless otherwise directed by Pac-West, when Pac-West
orders Resale Services or Network Elements all trunk or
telephone numbers currently associated with existing services
shall be retained without loss of feature capability and
without loss of associated ancillary services including, but
not limited to, Directory Assistance and
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911/E911 capability for those services or features which U S
WEST controls and which are available under this Agreement.
3.2.2.5 For Customer conversions requiring coordinated cut-over
activities. U S WEST and Pac-West will agree on a scheduled
conversion time(s), which will be a designated two-hour time
period within a designated date. Unless expedited, U S WEST and
Pac-West shall schedule the cut-over window at least
forty-eight (48) hours in advance. and as part of the
scheduling, U S WEST shall estimate for Pac-West the duration
of any service interruption that the cut-over might cause. The
cut-over time will be defined as a thirty (30) minute window
within which both the Pac-West and U S WEST personnel will make
telephone contact to complete the cut-over.
3.2.2.5.1 U S WEST will coordinate activities of all U
S WEST work groups involved with the conversion. This
coordination will include, but not be limited to, work
centers charged with manual cross-connects, electronic
crossconnect mapping, and switch translations
(including, but not limited to. implementation of
Interim Number Portability translations).
3.2.2.5.2 As soon as possible, but in no event later
than one (1) hour after completion, U S WEST will
notify Pac-West when coordinated cut-over is complete.
3.2.2.5.3 End user service interruption shall not
exceed twenty (20) minutes during any cut-over. The
average interruption caused by the cut-over of Pac-West
Customers shall not exceed ten (10) minutes. If any
service interruption is to exceed twenty (20) minutes,
however, U S WEST will immediately notify Pac-West of
such delay.
3.2.2.5.4 Within the appointed thirty (30) minute
cut-over time, the U S WEST personnel will call the
Pac-West personnel designated to perform
crossconnection work and when the U S WEST person is
reached in that interval such work will be promptly
performed. If the Pac-West person is not ready within
the appointed interval, and if Pac-West had not called
to reschedule the work at least two (2) hours prior to
the start of the interval, U S WEST and Pac-West will
reschedule the work order and Pac-West will pay the
nonrecurring installation charge for the unbundled
loops scheduled for the missed appointment. In
addition, non-recurring installation charges for the
rescheduled appointment will apply. If the U S WEST
person is not available or not ready at any time during
the thirty (30) minute interval, Pac-West and U S WEST
will reschedule and U S WEST will waive the
non-recurring charge for the unbundled loops scheduled
for that interval. If unusual or unexpected
circumstances prolong or extend the time required to
accomplish the coordinated cut-over, the Party
responsible for such circumstances is responsible for
the reasonable labor charges of the other Party. Delays
caused by the customer are the responsibility of
Pac-West. In addition, if Pac-West has ordered INP as a
part of the unbundled loop installation, U S WEST will
coordinate implementation of INP with the unbundled
loop installation.
3.2.2.6 Service Order: U S WEST shall provide Pac-West the
capability to issue a service order for unbundled Network
Elements, Combinations, and Resale Services.
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3.2.2.7 PLOC Changes: U S WEST shall provide Pac-West the
capability to transfer a customer with no feature changes to
Pac-West through a streamlined PLOC (Primary Local Carrier)
transfer process.
3.2.2.8 Status: U S WEST shall provide the Pac-West status on a
service order when the status of the order changes.
3.2.2.9 Modifies: U S WEST shall provide Pac-West the
capability to modify the service order any time after it has
been issued; however, U S WEST may require the issuance of a
supplemental or change order.
3.2.2.10 Cancel: US WEST shall provide Pac-West the capability
to cancel the service order any time after it has been issued.
3.2.2.11 Coordinated Service Orders: U S WEST shall provide
Pac-West the capability to relate coordinated services orders,
and identify those service orders that require coordination
with Pac-West, or the subscriber, or the subscriber's vendor.
When so identified, U S WEST will follow any specific
instructions indicated on the service order so that the
subscriber's service is not negatively affected by the service
turn-up activity.
3.2.2.12 Expedite Process: U S WEST and Pac-West shall mutually
develop expedite procedures to be followed when Pac-West
determines an expedite is required to meet subscriber service
needs.
3.2-2.13 Expedites: U S WEST shall provide Pac-West the
capability to expedite a service order. Within two (2) business
hours after a request from Pac-West for an expedited order, U S
WEST shall notify Pac-West of U S WEST's confirmation to
complete, or not complete, the order within the expedited
interval.
3.2.3 Intercept Treatment and Transfer of Service Announcements
3.2.3.1 U S WEST shall provide unbranded intercept treatment
and transfer of service announcements to Pac-West Customers. U
S WEST shall provide such treatment and transfer of service
announcement for all service disconnects, suspensions, or
transfers, in the Same manner as that which U S WEST provides
to its own end users. U S WEST current standard time periods
for providing such announcements is three (3) months for
residential service and twelve (12) months for business
service. Pac-West may request extensions at parity with that
which U S WEST provides to its end-users.
3.2.3.2 Pursuant to this Agreement, Pac-West shall provide
unbranded intercept treatment and transfer of service
announcements to U S WEST Customers. Pac-West shall provide
such treatment and transfer of service announcement for all
service disconnects, suspensions, or transfers, at panty with
that which Pac-West provides to its own end users. Pac-West
standard time periods for providing such announcements is three
(3) months for residential service and twelve (12) months for
business service. U S WEST may request extensions at panty with
that which Pac-West provides to its end-users.
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3.2.4 Due Date
3.2.4.1 U S WEST and Pac-West shall mutually agree on what
services and circumstances are subject to the standard interval
process *to determine the due date or the requested/committed
due date process.
3.2.4.2 For those services and circumstances that U S WEST and
Pac-West agree shall be handled by the standard interval
process, U S WEST shall supply Pac-West with standard due date
intervals on a nondiscriminatory basis to be used by Pac-West
personnel to determine service installation dates. Under those
circumstances U S WEST shall complete the provisioning within
the standard interval.
3.2.4.2.1 If Pac-West requests a due date earlier than
the standard due date interval, then expedite charges
may apply.
3.2.4.3 For those services and circumstances that U S WEST and
Pac-West agree shall be handled by the requested/committed due
date process, Pac-West may request a due date on each order. U S
WEST will provide an offered due date on a nondiscriminatory
basis. If Pac-West accepts the offered due date then such date
shall become the committed due date. U S WEST will complete the
order on the committed due date unless otherwise authorized by
Pac-West.
3.2.4.3.1 If Pac-West requires a due date earlier than
the U S WEST offered due date and U S WEST agrees to
meet the Pac-West required due date, then that required
due date becomes the committed due date and expedite
charges may apply.
3.2.4.4 Subsequent to an initial order submission, Pac-West may
request a new/revised due date that is earlier than the
committed due date. If U S WEST agrees to meet that new/revised
due date, then that new/revised due date becomes the committed
due date and expedite charges may apply.
3.2.4.5 Any special or preferred scheduling options available,
internally or externally, to U S WEST for ordering and
provisioning services shall also be available to Pac-West.
3.2.5 Customer Premises Inspections and Installations
3.2.5.1 Pac-West shall perform or contract for all needs
assessments, including equipment and installation requirements,
at the Customer premises.
3.2.5.2 U S WEST shall provide Pac-West with the ability to
schedule dispatches for work under this Agreement
3.2.5.3 U S WEST shall provide, at Pac-West's request, extended
demarcation beyond the NID using intrabuilding riser and lateral
beyond the NID. This provision shall not require U S WEST to
provide inside wire.
3.2.6 Firm Order Confirmation (FOC)
3.2.6.1 U S WEST shall provide to Pac-West, via an electronic
interface, a Firm Order Confirmation ("FOC") for each Pac-West
order. The FOC shall contain on a per line and/or trunk basis an
enumeration of Pac-West ordered unbundled Network Elements (and
the specific U S WEST naming convention applied to that Network
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Element or Combination), features. functions, Resale Services.
options, physical interconnection, quantity, and U S WEST
committed due date for order completion.
3.2.6.2 For a revised FOC, U S WEST shall provide order detail
on a per line or per trunk level basis as well as the order
detail from the prior FOC.
3.2.7 Order Rejections
3.2.7.1 U S WEST shall reject and return to Pac-West any order
that U S WEST cannot provision, due to technical reasons, missing
information, or jeopardy conditions in accordance with
Performance Measurements as defined herein. When an order is
rejected, U S WEST shall, in its rejection notification,
specifically describe ail of the reasons for which the order was
rejected. U S WEST shall not reject any orders on account of the
requested due date.
3.2.7.2 On an exception basis, to the extent that errors cannot
be corrected pursuant to electronic interface processes, U S WEST
agrees to accept verbal order corrections from Pac-West. U S WEST
shall timely inform Pac-West by telephone of any minor issues
which can be handled over the phone. As required. Pac-West will
provide a supplemental order reflecting changes to the original
service order.
3.2.8 Service Order Changes
3.2.8.1 If an installation or other Pac-West-ordered work request
requires a change from the original Pac-West service order in any
manner, U S WEST shall call Pac-West in advance of performing the
installation or other work to obtain authorization. U S WEST
shall then provide Pac-West an estimate of additional labor hours
and/or materials. After all installation or other work is
completed, U S WEST shall notify Pac-West of actual labor hours
and/or materials used in accordance with regular service order
completion schedules.
3.2.8.1.1 If additional work is completed an a service
order, as approved by Pac-West, the cost of the
additional work must be reported to Pac-West in
accordance with regular service order Completion
schedules.
3.2.8.1.2 If a service order is partially completed,
notification must identify the work that was done and
the work remaining to be completed.
3.2.8.2 If an Pac-West Customer requests a service change at the
time of installation or other work being performed by U S WEST on
behalf of Pac-West, U S WEST, while at the Customer premises,
shall direct the Pac-West Customer to contact Pac-West so as to
avoid unnecessary delays in service activation should the U S
WEST representative leave Customer premises prior to completing
the installation.
3.2.9 Jeopardy Situations
To the extent jeopardy information is available, U S WEST shall
provide to Pac-West notification of any jeopardy situations prior
to the committed due date, missed appointments and any other
delay or problem in completing work specified on Pac-West service
order as detailed on the FOC, in accordance with the Performance
Measurements as defined herein.
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3.2.10 Cooperative Testing
3.2.10.1 Network Testing
3.2.10.1.1 To the extent that U S WEST provides testing
for services offered to its end users and to the extent
U S WEST provides testing for Itself, U S WEST shall
perform ail pre-service testing prior to the completion
of the Pac-West order. including testing on local
service facilities and switch translations, including,
but not limited to, verification of features,
functions. and services ordered by Pac-West.
3.2.10.1.2 The Parties agree to cooperate in testing
that is required to complete service orders.
3.2.10.2 Systems and Process Testing
3.2.10.2.1 Upon Pac-West's request, U S WEST shall
cooperate with Pac-West to ensure that all operational
interfaces and processes are in place and functioning
properly and efficiently. Testing shall simulate actual
operational procedures and systems interfaces to the
greatest extent possible. Pac-West may request
cooperative testing to ensure service performance,
reliability, and Customer service ability.
3.2.11 Service Suspensions/Restorations
3.2.11.1 For services other than non-switched, upon
Pac-West's request through a Suspend/Restore Order, U S WEST
shall suspend or restore the functionality of any Network
Element, feature, function, or Resale Service. U S WEST
shall provide restoration priority on a per Network Element
or Combination basis in a manner that conforms with Pac-West
requested priorities and any applicable regulatory rules and
regulations or government requirements.
3.2.12 Disconnects
3.2.12.1 U S WEST shall provide to Pac-West daily
information in a mutually agreed upon formal: notifying
Pac-West of any services disconnected from Pac-West This
report will itemize a chance in local service provider or
outward line movement on service order activity.
3.2.13 Order Completion Notification
3.2.13.1 Upon completion of a service order by U S WEST in
its system(s), U S WEST shall submit to Pac-West an order
completion which details the work performed (including a
list of features and functions installed), the date
completed, charges associated with the order, and
verification of accurate service completion. Notification
shall be provided in accordance with mutually agreed upon
intervals.
3.2.14 (Intentionally left blank for numbering consistency)
3.2.15 Specific Unbundling Requirements
3.2.15.1 Pac-West may order and U S WEST shall provision
unbundled Network Elements either individually or in any
combination on a single
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order. Network Elements ordered as combined shall be
provisioned as combined.(2)
3.2.15.2 Prior to providing service in a specific
geographic area or when Pac-West requires a change of
network configuration, Pac-West may elect to place an
order with U S WEST requiring U S WEST to prepare Network
Elements and switch translations in advance of orders for
additional Network Elements from Pac-West.
3.2.15.3 When Pac-West orders combinations of currently
connected Network Elements, U S WEST shall ensure that
such Network Elements remain connected and functional
without any disconnection or disruption.
3.2.15.4 Order combinations of contiguous Network Elements
shall be available to be ordered (i) on a case-by-case
basis for those Network Elements that are Customer
specific; or (ii) on a common-use (non-end user specific)
basis for those Network Elements that are shared by
multiple Customers.
3.2.15.5 Individual Network Elements shall be identified
and ordered by Pac-West so that they can be provisioned
together.
3.2.15.6 U S WEST shall provide technical assistance to
Pac-West with respect to unbundled Network Elements
pursuant to Section 2.3.3.3 of this Attachment.
3.2.15.7 Each order for Network Elements will contain
administration, bill, contact, and Customer information,
as defined by the OBF.
3.2.15.8 When ordering unbundled switch ports, Pac-West is
requested to specify the desired signaling (e.g. loop
start, ground start or loop reverse battery options).
3.2.15.8.1 To the extent Pac-West requires an
unbundled loop to provide ISDN, HDSL, ADSL, DS1
service or other channel performance options, such
requirements will be identified on the order for
unbundled loop service.
3.2.15.8.2 The actual loop facilities provided may
utilize various technologies or combinations of
technologies. Basic unbundled loops provide an
analog facility to Pac-West
3.2.16 (intentionally left blank for numbering consistency.)
3.2.17 Ordering and Maintenance
3.2.17.1 For the purpose of ordering unbundled Network
Elements or Combinations, Pac-West shall provide a blanket
letter of authorization to U S WEST indicating that it
shall be duly authorized by its customer to process such
service orders.
3.2.17.2 If there is a conflict between an end user
(and/or its respective agent) and Pac-West regarding the
disconnection or provision of unbundled Network Elements
or Combinations, U S WEST will honor the latest dated
proof of authorization designating an agent by the end
user or its respective agent. Compensation for
unauthorized disconnections or transfers shall be in
accordance with Section 258 of the Act or by Commission
rule.
- ----------
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3.2.17.3 Pac-West has primary responsibility for its own
end user base and will have the responsibility for
resolution of any service trouble report(s) from its
customers. U S WEST 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 U S
WEST's network. Where available, Pac-West must provide to
U S WEST switch-based test results when testing its
customer's trouble prior to U S WEST performing any repair
functions. The Parties will cooperate in developing
mutually acceptable test reports.
3.2.17.4 In the event of a transfer of the end user's
service for unbundled Network Elements from one provider
to Pac-West, Pac-West shall issue a request for transfer
of service to U S WEST and the provider from whom the
service is being transferred. In the event of a transfer
of the end user's service for unbundled Network Elements
from Pac-West to another provider, Pac-West shall submit
to U S WEST a disconnect order for such unbundled Network
Elements or Combinations to facilitate the cessation of
billing by U S WEST. The Parties agree to develop
procedures to handle the transfer of an end user service
from one provider to another.
3.2.17.5 (intentionally left blank for numbering
consistency)
3.2.17.6 When ordering unbundled loops, Pac-West is
responsible for obtaining or providing facilities and
equipment that are compatible with the loop.
3.2.17.7 To the extent a U S WEST-provided unbundled loop
is provisioned without U S WEST provided unbundled
switching, Pac-West will have responsibility for testing
the unbundled loop. If, at Pac-Wests request, U S WEST
must dispatch to perform tests on an unbundled loop, and
the fault is not in U S WEST facilities, a charge may
apply.
3.2.17.8 To the extent a U S WEST provided unbundled loop
is provisioned without unbundled U S WEST-provided
unbundled switching, Pac-West will be responsible for
providing the Pac-West switch interface, if applicable, on
the U S WEST MDF interface to facilitate plant test
3.3 Systems Interfaces and Information Exchanges
3.3.1 (intentionally left blank for numbering consistency)
3.3.2 Permanent Access to Systems Interfaces
(Intentionally left blank for numbering consistency)
3.3.3 Ordering and Provisioning for Resale Services
(Intentionally left blank for numbering consistency)
3.3.4 Ordering and Provisioning for Unbundling
(intentionally left blank for numbering consistency)
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3.4 Standards
3.4.1 General Requirements
3.4.1.1 Pac-West and U S WEST shall agree upon the appropriate
ordering and provisioning codes to be used for each Network
Element or Combinations thereof These codes shall apply to all
aspects of the unbundling of that Network Element or Combination
of Network Elements and shall be known as data elements as defined
by the Telecommunications Industry Forum Electronic Data
Interchange Service Order Subcommittee (TCIF-EDI-SOSC), or as
mutually agreed.
3.5 Performance Measurements and Reporting
3.5.1 Cycle Time Measurements
(Deleted per Arbitrator's Recommendations)(3)
3.5.2 Quality Measurements
(Deleted per Arbitrator's Recommendations)(4)
3.5.3 Reporting
(Deleted per Arbitrator's Recommendations)(5)
4. Connectivity Billing and Recording
This Section 4 describes the requirements for U S WEST to bill and record all
charges Pac-West incurs for purchasing services under this Agreement.
4.1 Procedures
4.1.1 The Parties recognize that deviations and discrepancies may occur
from the various industry standards and other standards referenced
in this Agreement. Subject to such discrepancies and deviations, U
S WEST shall comply with these various standards. Discrepancies and
deviations will be documented and reviewed.
4.1.1.1 Within forty-five (45) days after the Effective Date of
this Agreement, the Parties will develop processes by which U S
WEST will inform Pac-West of deviations from standards for billing.
The Parties agree that they will negotiate discrepancies and
deviations in good faith. Further, the Parties agree that those
documented deviations from such standards documented by U S WEST to
Pac-West shall supersede sections of technical standards applicable
to such deviations referenced in this Agreement.
4.1.2 U S WEST shall record and bill in accordance with this Agreement
those charges Pac-West incurs as a result of Pac-West purchasing
from U S WEST services, as set forth in this Agreement (hereinafter
"Connectivity Charges").
- ----------
3 Per Recommendations at page 28, Issue 149.
4 Per Recommendations at page 28, Issue 149.
5 Per Recommendations at page 28, Issue 149.
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4.1.3 U S WEST shall format each bill for Connectivity Charges (hereinafter
"Connectivity Bill") in accordance with the CRIS, CABS or SECAB
standard as appropriate to the services billed.
4.1.4 Each service purchased by Pac-West shall be assigned a separate and
unique billing code or identifier in the form agreed to by the Parties
and such code or identifier shall be provided to Pac-West on each
Connectivity Bill in which charges for such services appear. Each such
billing code or identifier shall enable Pac-West to identify the
service as purchased by Pac-West.
4.1.5 Each Connectivity Bill shall set forth the quantity and description of
each such service provided and billed to Pac-West. All Connectivity
Charges billed to Pac-West shall indicate the state from which such
charges were incurred.
4.1.6 U S WEST shall bill Pac-West for each service supplied by U S WEST to
Pac-West pursuant to this Agreement at the rates set forth in
Attachment 1 to this Agreement.
4.1.7 U S WEST shall bill Pac-West for the Connectivity Charges incurred;
provided, however, that for those usage-based Connectivity Charges
where actual charge information is not determinable by U S WEST because
the jurisdiction (i.e., interstate, interstate/interLATA, intrastate,
intrastate/ intraLATA. local) of the traffic is unidentifiable, or for
any other reason, the Parties shall jointly develop a process to
determine the appropriate charges.
4.1.8 Measurement of usage-based Connectivity Charges shall be in actual
conversation seconds. For local Interconnection traffic provided under
Attachments 3 and 4 of this Agreement, the total conversation time per
chargeable traffic types shall be totaled for the entire monthly bill
cycle, rounded to the next whole minute and then billed at the contract
rate. For Resale Services provided under Attachment 2 of this Agreement
the total conversation time shall be measured in accordance with U S
WESTs retail tariff and billed at the contract rate.
4.1.9 U S WEST shall provide to Pac-West at no additional charge a Single
Point of Contact for handling any Connectivity Billing questions or
problems that may arise during the implementation and performance of
the terms and conditions of this Agreement.
4.1.10 U S WEST shall provide a Single Point of Contact for the handling of
any data exchange questions or problems that may arise during the
implementation and performance of the terms and conditions of this
Agreement.
4.1.11 As soon as possible after the Effective Date of this Agreement, each
Party shall provide the other Party written notice of which form of the
monthly Connectivity Bill is to be deemed the official bill to assist
the Parties in resolving any conflicts that may arise between the
official bill and another form of bill received via a different media
which purportedly contains the same charges as are on the official
bill.
4.1.12 If either Party requests an additional copy(ies) Of 2 bill, such Party
shall pay the other Party a reasonable fee per additional bill copy,
unless such copy was requested due to errors, omissions, or corrections
or the failure of the transmission to comply with the specifications
set forth in this Agreement.
4.1.13 When sending Connectivity Bills via electronic transmission, to avoid
transmission failures or the receipt of Connectivity Billing
information that cannot be processed, Pac
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West shall provide U S WEST process specifications. U S WEST shall
comply with mutually agreed upon processing specifications when U S
WEST transmits Connectivity Billing data to Pac-West. Pac-West shall
provide to U S WEST notice if a Connectivity Billing transmission is
received that does not meet mutually agreed-upon Pac-West
specifications. Faulty or failed transmissions shall be corrected and
resubmitted to Pac West, at U S WESTs sole expense.
4.1.14 U S WEST shall deliver to a location specified by Pac-West, billing
information via Connect: Direct, magnetic tape or paper, as agreed to
by Pac-West and U S WEST. In the event of an emergency, system failure
or other such condition which prevents U S WEST from transmitting via
Connect:Direct, U S WEST shall notify Pac-West of such difficulties
within two (2) hours of detection. U S WEST shall deliver to a location
specified by Pac-West billing information via magnetic tape or paper.
as agreed to by Pac-West and U S WEST. The Parties acknowledge that all
tape's transmitted to the other Party via U.S. Mail or overnight
delivery service and which contain Connectivity Billing data shall not
be returned to the sending party.
4.1.15 (Intentionally left blank for numbering consistency)
4.1.16 Billed amounts which are being reasonably disputed or reasonably
queried, or for which reasonable claims have been filed, are not due
for payment until such disputes, claims or queries have been fully
resolved by both Pac-West and U S WEST.
4.1.17 (Intentionally left blank for numbering consistency)
4.1.18 Bill Reconciliation
4.1.18.1 Each Party agrees to notify the other Party upon the
discovery of a billing discrepancy ("Notice of
Discrepancy").
4.1.18.2 In the event of such Notice of Discrepancy, the Parties
shall endeavor to resolve the discrepancy within sixty
(60) calendar days after the Notice of Discrepancy is
issued using normal business procedures. If the
discrepancy is disputed, resolution of such dispute is
expected to occur at the first level of management
resulting in a recommendation for settlement of the
dispute and closure of a specific billing period.
4.1.18.3 Closure of a specific billing period shall occur by joint
agreement of the Parties whereby the Parties agree that
such billing period is closed to any further analysis and
financial transactions, except those resulting from an
Audit Closure shall take place within nine (9) months of
the Bill Date. The month being closed represents those
Connectivity Charges that were billed or should have been
billed by the applicable bill date.
4.1.18.4 If the dispute is not resolved within the allotted time
frame, the following resolution procedure shall begin:
4.1.18.4.1 If the dispute is not resolved within sixty
(60) days of the Notice of Discrepancy, the
dispute shall be escalated to the second
level of management for resolution.
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4.1.18.4.2 If the dispute is not resolved within ninety
(90) days of Notice of Discrepancy, the
dispute shall be escalated to the third
level of management for resolution.
4.1.18.4.3 If the dispute is not resolved within one
hundred and twenty (120) days of the Notice
of Discrepancy, upon the written request of
either Party within such one hundred and
twenty (120) day period, the dispute may be
resolved pursuant to the dispute resolution
process set forth in Part A of this
Agreement.
4.1.19 U S WEST shall reimburse Pac-West for incorrect Connectivity Billing
charges. including, without limitation: overcharges. services ordered
or requested but not delivered, interrupted services, services of poor
quality and installation problems, if such problems are caused by U S
WEST. Such reimbursements shall be set forth in the appropriate section
of the Connectivity Bill pursuant to appropriate standards.
4.1.20 The Parties agree to record call information in accordance with this
Section 4. 1. To the extent technically feasible, each Party shall
record all call detail information associated with every call that one
Party bills to the other Party. Pac-West may request, through the BFR
process the recording of call records and/or call detail information
that is not currently recorded by U S WEST. These records shall be
provided and retained pursuant to Section 5 of this Attachment.
4.1.21 When Pac-West collocates with U S WEST in U S WESTs facility as
described in this Agreement, capital expenditures (e.g., costs
associated with building the "cage"), shall not be included in the
Connectivity Bill provided to Pac-West pursuant to this Attachment 5.
All such capital expenses shall be given a unique BAN and invoice
number. All invoices for capital expenses shall be sent to the location
specified by Pac-West for payment. All other non-capital recurring
collocation expenses shall be billed to Pac-West in accordance with
this Agreement. The CABS/SECABS Billing Output Specifications (BOS)
documents provide the guidelines on how to bill the Connectivity
Charges associated with collocation.
4.1.22 Local Number Portability
4.1.22.1 In accordance with the terms and conditions set forth in
this Agreement, U S WEST shall record and provide to
Pac-West all detail information associated with an
alternately billed call to an Pac-West local exchange
customer whose telephone number has been ported from U S
WEST under INP as further described in this Agreement.
4.1.23 Meet Point Billing
4.1.23.1 Pac-West and U S WEST will establish meet-point billing
("MPB") arrangements in accordance with the Meet Point
Billing guidelines adopted by and contained in the OBF's
MECAB and MECOD documents, except as otherwise mutually
agreed to by the Parties. Both Parties will use their best
reasonable efforts, individually and collectively, to
maintain provisions in their respective federal and state
access tariffs, and/or provisions within the National
Exchange Carrier Association (NECA) Tariff No. 4, or any
successor tariff to reflect the MPB arrangements identified
in this Agreement, in MECAB and in MECOD.
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4.1.23.2 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
OBF's MECAB and MECOD documents and referenced in U S
WEST's Switched Access Tariffs. The Parties understand
and agree that MPB arrangements are available and
functional only to/from IXCs who directly connect with the
tandem(s) that Pac-West sub-tends in each LATA.
4.1.23.3 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 Carder Association (NECA)
Tariff No. 4, or any successor tariff, sufficient to
reflect this MPB arrangement, including MPB percentages.
4.1.23.4 Pac-West and U S WEST will implement the "Multiple
Bill/Single Tariff" option in order to bill any
interexchange carrier (IXC) for that portion of the
network elements provided by Pac-West and U S WEST. For
all traffic carried over the MPB arrangement, Pac-West
and U S WEST shall bill IXCs for all applicable elements
at the rates specified in their respective tariffs.
4.1.23.5 U S WEST shall provide to Pac-West the billing name,
billing address, and carrier identification code (CIC) of
the IXCs that may utilize any portion of Pac-West network
in an Pac-West/U S WEST MPB arrangement in order to
comply with the MPB notification process as outlined in
the MECAB document. Such information shall be provided to
Pac-West in the format and via the medium that the
Parties agree. If U S WEST does not have a CIC for any
IXC that will utilize a portion of Pac-West network in an
Pac-West/U S WEST MPB arrangement, and for whom U S WEST
must supply to Pac-West MPB billing information, then
until such carrier has obtained a CIC, U S WEST will
submit the LEC's CIC on those MPB records provided to
Pac-West for MPB. U S WEST understands and agrees that it
will be solely responsible for obtaining any
reimbursements from such carriers who have utilized the
jointly provided networks of U S WEST and Pac-West
4.1.23.6 U S WEST and Pac-West agree that in an MPB arrangement
where one Party provides local transport and the other
Party provides the end office switching, the Party who
provides the end office switching is entitled to bill any
residual interconnection charges (RIC) and common carrier
line (CCL) charges associated with the traffic. The
Parties further agree that in those MPB situations where
one Party sub-tends the other Party's access tandem, the
Party providing the access tandem in only entitled to
bill the access tandem fee and any associated local
transport charges. The Parties also agree that the Party
who provides the end office switching is entitled to bill
end office switching fees, local transport charges, RIC
and CCL charges, as appropriate, and such other
applicable charges.
4.1.23.7 U S WEST and Pac-West will record and transmit MPB
information in accordance with the standards and in the
format set forth in this Attachment. U S WEST and
Pac-West will coordinate and exchange the billing account
reference ("BAR") and billing account cross reference
(BACR) numbers for the MPB arrangements described in this
Agreement. Each Party will notify the
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other if the level of billing or other BAR/BACR elements
change. resulting in a new BAR/BACR number.
4.1.23.8 If MPB data is not processed and delivered by either U S
WEST or Pac-West and sent to the other Party within ten
(10) calendar days of the relevant recording period and
in turn such Party is unable to bill the IXC for the
appropriate charges, the Party who failed to deliver the
data will be held liable for the amount of the unbillable
charges.
4.1.23.9 If MPB data is not submitted within ten (10) calendar
days of the relevant recording period or is not in the
proper format as set forth in this Agreement, and if as a
result the other Party is delayed in billing the IXC for
the appropriate charges it incurs, the delaying Party
shall pay the other Party a late MPB data delivery charge
which will be the total amount of the delayed charges
times a monthly rate that shall not exceed 1.5% which may
be levied by law for commercial transactions, compounded
daily for the number of days from the date the MPB
charges should have been received to and including the
date the MPB charge information is actually received.
4.1.23.10 Errors in MPB data exchange by the Parties may be
discovered by Pac-West, U S WEST or the billable IXC.
Both Pac-West and U S WEST agree to provide the other
Party with notification of any discovered errors within
two (2) Business Days of the discovery. The other Party
shall correct the error within eight (8) Business Days of
notification and resubmit the data. In the event the
errors cannot be corrected within the time period
specified above, the erroneous data shall be considered
lost If MPB data is lost due to uncorrectable errors or
otherwise, the Parties shall follow the procedures set
forth in Section 5 of this Attachment 5 and compensate
the other for the lost MPB billing data.
4.1.23.11 In the event Pac-West purchases from U S WEST Network
Elements, or Combination thereof, in a LATA other than
the LATA to or from which the MPB services are homed and
in which U S WEST operates an access tandem, U S WEST
shall, except in instances of capacity limitations,
permit and enable Pac-West to sub-tend the U S WEST
access tandem switch(es) nearest to the Pac-West rating
point(s) associated with the NPA-NXX(s) to/from which the
MPB services are homed. In such event, Pac-West shall be
responsible for the transport facilities crossing LATA
boundaries. In instances of capacity limitation at a
given access tandem switch, Pac-West shall be allowed to
subtend to the next nearest U S WEST access tandem switch
in which sufficient capacity is available. The MPB
percentages for each new rating point/access tandem pair
shall be calculated in accordance with MECAB and MECOD.
4.2 Information Exchange and Interfaces
4.2.1 U S WEST shall provide Pac-West a monthly Connectivity Bill
that includes all Connectivity Charges incurred by and credits
and/or adjustments due to Pac-West for those services ordered,
established, utilized, discontinued or performed pursuant to
this Agreement. For each account, U S WEST shall issue one (1)
bill per month and the billing cycle shall be on a calendar
basis. Each Connectivity Bill provided by U S WEST to Pac-West
shall include:
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4.2.1.1 all non-usage sensitive charges incurred for the
current bill period.
4.2.1.2 any known unbilled non-usage sensitive charges for
prior periods:
4.2.1.3 usage sensitive charges for the current relevant bill
period (from the last bill date and extending up to,
and including, the current bill date);
4.2.1.4 any known unbilled usage sensitive charges for prior
periods: and
4.2.1.5 any known unbilled adjustments.
4.2.3 The bill date must be present on each bill transmitted by U S
WEST to Pac-West. Must be a valid calendar date, and not more
than ninety (90) days old. Connectivity Bills shall not be
rendered for any Connectivity Charges which are incurred under
this Agreement on or before two hundred and seventy (270) days
preceding the bill date, except as otherwise permitted by law.
4.2.4 On each bill where "Jurisdiction" is identified, local and
local toll charges shall be identified as "Local" and not as
interstate, interstate/interLATA, intrastate, or
intrastate/intraLATA. U S WEST shall provide from and through
dates for charges rendered on all Connectivity Bills.
4.2.5 U S WEST shall separately identify business charges from
residence charges, as appropriate, and shall assign a specific
adjustment or reference number provided by Pac-West to each
adjustment and credit included on the Connectivity Bill.
4.2.6 U S WEST and Pac-West shall issue all Connectivity Bills in
accordance with the terms and conditions set forth in this
Section 4. On Connectivity Bills U S WEST renders to Pac-West,
Billing Account Numbers (BANs) shall be thirteen (13) character
alpha/numeric and there shall only be one (1) BAN per State
unless otherwise agreed to by the Parties. The Bill Date shall
be the same day month to month. Each Party shall provide the
other Party at least thirty (30) calendar days written notice
prior to changing, adding or deleting a BAN. The Parties shall
provide one (1) Connectivity Billing invoice associated with
each BAN. Each invoice must contain an invoice number, which
will vary from month to month. On each bill associated with a
BAN, the appropriate invoice number and the charges contained
on such invoice must be reflected. All Connectivity Bills must
be received by the other Party no later than ten (10) calendar
days from the bill date and at least thirty-five (35) calendar
days prior to the payment due date (as described in Part A of
this Agreement), whichever is earlier. Any Connectivity Bill
received on a Saturday, Sunday or a day designated as a bank
holiday will be deemed received the next Business Day. If
either Party fails to receive Connectivity Billing data and
information within the time period specified above, then the
payment due date will be extended by the number of days receipt
has been delayed.
4.2.7 U S WEST shall issue all Connectivity Bills containing such
billing data and information in accordance with the most
current version of CRIS or CABS /SECABS published by Bellcore,
or its successor, or such later versions as are adopted by
Bellcore, or its successor, as appropriate to the services
being billed. To the extent that there are no CRIS, CABS, or
SECAB standards governing the formatting of certain data, such
data shall be issued in the format mutually agreed to by U S
WEST and Pac-West, and in accordance with Attachment 6 to this
Agreement.
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4.2.8 As detailed in the MECAB document, Pac-West and U S WEST will
exchange all information necessary to bill third parties for
Switched Access Services traffic jointly handled by Pac-West
and U S WEST 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.
4.2.9 U S WEST and Pac-West agree that each Party shall transmit
Connectivity Billing information and data in the appropriate
format as provided herein, electronically via Connect:Direct to
the other Party at the location specified by such Party.
Pac-West data centers will be responsible for originating the
calls for data transmission. U S WEST shall transmit in
accordance with the technical specifications mutually agreed
upon by the Parties. Pac-West will supply to U S WEST its RACF
ID and password before the first transmission of data via
Connect:Direct. Any changes to either Party's Connect:Direct
Node ID must be sent to the other Party no later than thirty
(30) calendar days before the changes take effect.
4.2.10 In emergency situations when tape transmittal has been used, U
S WEST shall adhere to the tape packaging requirements set
forth in this Agreement. Where magnetic tape shipping
containers are transported in freight compartments, adequate
magnetic field protection shall be provided by keeping a 6-inch
distance from any magnetic field generating device (except a
magnetron-tape device). U S WEST shall only use those shipping
containers that contain internal insulation to prevent damage.
U S WEST shall clearly mark on the outside of each shipping
container its name, contact and return address. U S WEST shall
not ship any Connectivity Billing tapes in unprotected tape
canisters.
4.2.11 All emergency billing data transmitted via tape must be
provided on a cartridge (cassette) tape and must be of high
quality, conform to the Parties' record and label standards,
9-track, odd parity, 6250 BPI group coded recording mode and
extended binary-coded decimal interchange code (EBCDIC). Each
reel of tape must be 100% tested at 20% or better "clipping"
level with full width certification and permanent error free at
final inspection. Pac-West reserves the right to destroy a tape
that has been determined to have unrecoverable errors. Pac-West
also reserves the right to replace a tape with one of equal or
better quality.
4.2.12 The header record will be formatted in accordance with the
appropriate IBM, CASS or EDI standards as mutually agreed upon
by the Parties.
4.2.13 A single 6-digit serial number must appear on the external
(flat) surface of the tape for visual identification. This
number shall also appear in the "dataset serial number field"
of the first header record of the IBM standard tape label. This
serial number shall consist of the character "V" followed by
the reporting location's four digit Originating Company Code
and a numeric character chosen by the sending Party. The
external and internal label shall be the same. The dataset name
shall appear on the flat side of the reel and also in the "data
set name field" on the first header record of the IBM standard
tape label. U S WEST's name, address, and contact shall appear
on the flat side of the cartridge or reel.
4.2.14 Tape labels shall conform to IBM OSVS Operating System
Standards contained in the IBM Standard Labels Manual. IBM
standard labels are 80-character records recorded in EBCDIC,
odd panty.
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4.2.15 U S WEST shall conform to the Standard Volume Label Format
which will be mutually agreed upon by the Parties.
4.2.16 U S WEST shall use the IBM Standard Dataset Label Format which
will be mutually agreed upon by the Parties.
4.2.17 U S WEST shall use test and production dataset format which
will be mutually agreed upon for all Connectivity Bills.
4.2.18 (Intentionally left blank for numbering consistency)
4.3 Standards
4.3.1 At least thirty (30) calendar days prior to U S WEST sending
Pac-West a mechanized bill for the first time via electronic
transmission, U S WEST shall send to Pac-West Connectivity Bill data
in the appropriate mechanized format (e.g., CASS or SECAB) for
testing to ensure that bills can be processed and that bills comply
with the requirements of this Attachment After receipt of the test
data from U S WEST Pac-West will notify U S WEST if the connectivity
billing transmission meets Pac-West testing specifications. If the
transmission fails to meet the mutually agreed Upon test and
production dataset format, then, U S WEST shall make the necessary
corrections within a mutually agreeable time frame. At least three
(3) sets of testing data must meet Pac-West testing specifications
prior to U S WEST sending Pac-West a mechanized production
connectivity bill for the first time via electronic transmission or
tape. Thereafter, U S WEST may begin sending Pac-West production
connectivity bills via electronic transfer on the next bill date, or
within ten (10) calendar days, whichever is later.
4.3.2 U S WEST shall also provide to Pac-West's designated point of
contact, U S WESTs applicable operating company number ("OCN") at
least thirty (30) days prior to testing and at least thirty (30)
days prior to a change of OCN.
4.3.3 At least ninety (90) days prior to any change in existing formats or
change to a different format, U S WEST shall send to Pac-West
Connectivity Bill data in the appropriate mechanized format for
testing to ensure that the bills can be processed and that the bills
comply with the requirements of this Attachment. U S WEST agrees
that it shall not send to Pac-West bill data in the new mechanized
format until such bill data has met the testing specifications as
set forth in this Section.
4.3.4 During the testing period, in addition to Connect:Direct, U S WEST
shall also transmit to Pac-West Connectivity Billing data and
information via paper or tape as specified by Pac-West Test tapes
shall be sent to an Pac-West specified location.
4.3.5 For Connectivity Bills issued in CABS or SECAB format, U S WEST
agrees that if it transmits data to Pac-West in a mechanized format
U S WEST shall also comply with the following specifications which
are not contained in CABS or SECAB guidelines but which are
necessary for Pac-West to process Connectivity,Billing information
and data:
4.3.5.1 The bill date shall not contain spaces or non-numeric values.
4.3.5.2 Each Connectivity Bill must contain at least one (1) detail
record.
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4.3.5.3 Any "from" date should be less than or equal to
the associated "thru" date and neither date can
contain spaces.
4.3.5. A The invoice number must not have embedded
spaces or low values.
4.3.6 U S WEST agrees that in order to ensure the proper
performance and integrity of the entire Connectivity
Billing process, U S WEST shall be responsible and
accountable for transmitting to Pac-West an accurate and
current bill. U S WEST agrees to implement control
mechanisms and procedures to render a bill that accurately
reflects the services ordered and used by Pac-West.
5. Provision Of Customer Usage Data
This Section 5 sets forth the terms and conditions for U S WEST's provision
of Recorded Usage Data (as defined in this Attachment 5) to Pac-West and
for information exchange regarding long distance billing.
5.1 Procedures
5.1.1 General
5.1.1.1 US WEST shall comply with various industry, OBF, and
other standards referred to throughout this Agreement. To
satisfy these requirements, the Par-ties agree to a mutual
interpretation of all standards referred to in this Section.
5.1.1.2 The Parties shall Mutually agree to OBF standards
and the additional standards outlined in this Agreement when
recording and transmitting Usage Data.
5.1.1.3 As new standards are developed and adopted by
industry, U S WEST and Pac-West will negotiate mutually
agreeable implementation of those standards.
5.1.1.4 U S WEST shall record all usage to be billed to
Pac-West originating from, terminating to or billed to
Pac-West Customers using U S WEST services ordered by
Pac-West Recorded Usage Data includes, but is not limited
to, the following categories of information:
Call attempts
Completed calls
Use of CLASS/LASS/custom features
Calls to information providers reached via U S WEST
facilities and contracted by U S WEST
Calls to Directory Assistance where U S WEST provides such
service to an Pac-West Customer
Calls completed via U S WEST-provided Operator Services
where U S WEST provides such service to Pac-West Local
Resale Customer
For U S WEST-provided Centrex Service, station level detail
records shall include complete call detail and complete
timing information
5.1.1.5 Retention of Records: U S WEST shall maintain a
machine readable back-up copy of the message detail provided
to Pac-West for a minimum of forty-five (45) calendar days.
U S WEST shall provide any data back-up to Pac-West upon the
request of Pac-West.
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5.1.1.6 U S WEST shall provide to Pac-West Recorded Usage Data for
Pac-West Customers only. U S WEST shall not submit other carrier local
usage data as part of the Pac-West recorded usage data.
5.1.1.7 U 3 WEST shall not bill to Pac-West Customers any recurring or
non-recurring charges for service provided by U S WEST to Pac-West
except where explicitly permitted to do so within a written agreement
between U S WEST and Pac-West
5.1.1.8 The Parties shall record and rate all calls to information
service providers (e.g., 976 service calls) and shall bill such calls
directly the calling party's local service provider. In the event a
Party's end-user disputes such a call, that Party may recourse
consistent with the recourse arrangement the billing Party has with its
information service provider.
5.1.1.9 U S WEST shall provide Recorded Usage Data to Pac-West billing
locations as designated by Pac-West.
5.1.1.10 U S WEST shall establish an Interconnect Service Center (ISC)
or similar function to serve as Pac-West single point of contact to
respond to Pac-West C211 usage, data error, and record transmission
inquiries.
5.1.1.10.1 US WEST shall provide Pac-West with a single point
of contact and remote identifiers for each sending location.
5.1.1.11 Pac-West shall provide a single point of contact responsible
for receiving usage transmitted by U S WEST and receiving usage tapes
from a courier service in the event of a facility outage.
5.1.1.12 U S WEST shall bill and Pac-West shall pay the charges for
Recorded Usage Data. Billing and payment shall be in accordance with
the applicable terms and conditions set forth in the Connectivity
Billing and Recording Section of this Attachment 5.
5.1.1.13 Without waiver of, and in addition to the Audit and
Examination rights set forth in Part A of this Agreement, upon
reasonable notice and at reasonable times, a Party or its authorized
representatives may examine the recording Party's AMA records which
relate to perceived problems with the recordings of the usage data
relating to the billed Party under this Attachment.
5.1.2 Charges
5.1.2.1 The Parties may charge fees for recording, rating or
transmitting usage data. For the six (6) months following the initial
recording, rating or transmitting of non-test usage data, the Parties
shall not charge each other.
5.1.2.2 No charges shall be assessed for incomplete call attempts.
5.1.3 Central Clearinghouse & Settlement
5.1.3.1 U S WEST shall support and participate with Pac-West to develop
an in and out-collect process developed for intra-region alternately
billed messages.
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5.1.3.2 U S WEST shall settle with Pac-West for both intra-region and
inter-region billing exchanges of calling card, bill-to-third party,
and collect Calls. including settlement through the CMDS CATS system
for inter-region billing.
5.1.4 Lost Data
5.1.4.1 Loss of Recorded Usage Data - Pac-West recorded usage data
determined to have been lost damaged or destroyed as a result of an
error or omission by U S WEST in its performance of the recording
function shall, upon Pac-West's request. be recovered by U S WEST at no
charge to Pac-West. In the event the data cannot be recovered by U S
WEST, U S WEST shall estimate the messages and associated revenue, with
assistance from Pac-West, based upon the method described below. This
method shall be applied on a consistent basis, subject to modifications
agreed to by U S WEST and Pac-West. This estimate shall be used to
adjust amounts Pac-West, owes U S WEST for services U S WEST provides
in conjunction with the provision of recorded usage data.
5.1.4.2 Partial Loss - U S WEST shall review its daily controls to
determine if data has been lost. When there has been a partial loss,
actual message and minute volumes shall be reported, if possible. Where
actual data are not available, a full day shall be estimated for the
recording entity, as outlined in the following paragraphs. The amount
of the partial loss is then determined by subtracting the data actually
recorded for such day from the estimated total for such day.
5.1.4.3 Complete Loss - Estimated message and minute volumes for each
loss consisting of an entire AMA tape or entire data volume due to its
loss prior to or during processing, loss after receipt, degaussed
before processing, receipt of a blank or unreadable tape, or lost for
other causes, shall be reported.
5.1.4.4 Estimated Volumes - From message and minute volume reports for
the entity experiencing the loss, U S WEST shall secure message/minute
counts for the four (4) corresponding days of the weeks preceding that
in which the loss occurred and compute an average of these volumes. U S
WEST shall apply the appropriate average revenue per message ("ARPM")
mutually agreed upon to the estimated message volume to arrive at the
estimated lost revenue.
5.1.4.5 If the day of loss is not a holiday but one (1) (or more) of
the preceding corresponding days is a holiday, U S WEST shall use
additional preceding weeks in order to procure volumes for two (2)
non-holidays in the previous two (2) weeks that correspond to the day
of the week that is the day of the loss.
5.1.4.6 If the loss occurs on a weekday that is a holiday (except
Christmas and Mother's Day), U S WEST shall use volumes from the two
(2) preceding Sundays.
5.1.4.7 If the loss occurs on Mother's Day or Christmas, U S WEST shall
use volumes from that day in the preceding year multiplied by a growth
rate mutually agreed upon by the Parties.
5.1.4.8 Pac-West may also request data be provided that has previously
been successfully provided by U S WEST to Pac-West. U S WEST shall
re-provide such data, if available, at a charge mutually agreed to by
the Parties.
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5.1.5 Testing, Changes and Controls
5.1.5.1 The Recorded Usage Data, EMR format, content, and transmission
process shall be tested as mutually agreed to by the Parties.
5.1.5.2 Interface Testing: The purpose of this test is to ensure that
the usage records can be sent by U S WEST to Pac-West and can
be accepted and processed by Pac-West U S WEST shall provide
a test file to Pac-West designated Regional Processing Center
(RPC) in the format that shall be used for live day-to-day
processing. The file's test content and volume shall be
mutually agreed to by the Parties. Pac-West shall review the
file and verify that it conforms to its data center
requirements. Pac-West shall notify U S WEST in writing
whether the format is acceptable. Pac-West shall also provide
U S WEST with the agreed upon control reports as part of this
test.
5.1.5.3 Operational Test: The purpose of this test is to ensure that
volumes of usage in consecutive sequence can be extracted,
distributed, and processed by U S WEST and Pac-West.
5.1.5.4 For testing purposes U S WEST shall provide Pac-West with U S
WEST recorded usage for a minimum of five (5) consecutive
days. Pac-West shall provide U S WEST with the message
validation reports associated with test usage.
5.1.5.5 Test File: Test data should be transported via Connect:Direct
whenever possible. In the event that courier service must be
used to transport test media, the physical tape
characteristics to be used are described in this Attachment 5.
5.1.5.6 Periodic Review: Control procedures for all usage transferred
between U S WEST and Pac-West shall require periodic review.
This review may be included as part of an annual audit of U S
WEST by Pac-West or as part of the normal production interface
management function. Breakdowns which impact the flow of usage
between U S WEST and Pac-West must be identified and jointly
resolved as they occur. The resolution may include changes to
control procedures, as similar problems would be avoided in
the future. Any changes to control procedures shall be
mutually agreed upon by Pac-West and U S WEST.
5.1.5.7 U S WEST Software Changes
5.1.5.7.1 When U S WEST plans to introduce any software
changes which impact the format or content structure of the
usage data feed to Pac-West., designated U S WEST personnel
shall notify Pac-West no less than one hundred twenty (120)
calendar days before such changes are implemented.
5.1.5.7.2 U S WEST shall communicate the projected changes to
the appropriate groups in Pac-West so that potential impacts
on Pac-West processing can be determined.
5.1.5.7.3 Pac-West personnel shall review the impact of the
chance on the entire control structure and the post conversion
test plan, herein. Pac-West shall negotiate any perceived
problems with U S WEST and shall arrange to have the data
tested utilizing the modified software.
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5.1.5.7.4 if it is necessary for U S WEST to request changes
in the schedule, content or format of usage data transmitted
to Pac-West. U S WEST shall notify Pac-West.
5.1.5.8 Pac-West Requested Changes
5.1.5.8.1 Pac-West may request changes in the schedule.
content. format of the usage data transmitted from U S WEST,
as deemed necessary by Pac-West.
5.1.5.8.2 When the negotiated changes are to be implemented.
Pac-West, and/or U S WEST shall arrange for testing of the
modified data in a Post Conversion Test Plan designed to
encompass all types of changes to the usage data transferred
by U S WEST to Pac-West and the methods of transmission for
that data.
5.1.5.9 U S WEST System Change Description
5.1.5.9.1 For a U S WEST system change, U S WEST shall provide
Pac-West with an overall description of the change, stating
the objective and a brief explanation of the reasons for the
change.
5.1.5.9.2 During the initial negotiations regarding the
change, U S WEST shall provide a list of the specific records
and/or systems impacted by the change to designated Pac-West
personnel.
5.1.5.9.3 U S WEST shall also provide Pac-West a detailed
description of the changes to be implemented. It shall include
sufficient detail for designated Pac-West personnel to analyze
and estimate the effects of the changes and to design tests to
verify the accuracy of the implementation.
5.1.5.10 Change Negotiations
5.1.5.10.1 Pac-West shall be notified in writing of all
proposed change negotiations initiated by U S WEST in writing.
In turn, Pac-West shall notify U S WEST in writing of proposed
change negotiations initiated by Pac-West
5.1.5.10.2 After formal notification of planned changes,
whether originated by U S WEST or Pac-West designated Pac-West
personnel shall schedule negotiation meetings as required with
designated U S WEST personnel. The first meeting should
produce the overall change description (if not previously
furnished) and the list of records and/or systems affected.
5.1.5.10.3 In subsequent meetings, U S WEST shall provide the
detailed description of changes to be implemented. After
reviewing the described changes, designated Pac-West personnel
shall negotiate a detailed test procedure with U S WEST.
5.1.5.11 Changes to controls: Pac-West may request changes to the
control structure. The Parties shall mutually agree to the
requested chances.
5.1.5.12 Verification Of Changes
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5.1.5.12.1 Based on the detailed description of changes
furnished by U S WEST, Pac-West and U S WEST personnel shall:
Determine the type of change(s) to be implemented:
Develop a comprehensive test plan:
Negotiate scheduling and transfer of modified data with U S
WEST;
Negotiate testing of modified data with the appropriate
Pac-West RPC;
Negotiate processing of verified data through the Pac-West
billing system with the RPC;
Arrange for review and verification of testing with
appropriate Pac-West groups: and
Arrange for review of modified controls, if applicable.
5.1.5.13 Introduction of Changes
5.1.5.13.1 When all the testing requirements have been met and
the results reviewed and accepted, designated Pac-West and U S
WEST personnel shall:
Negotiate an implementation schedule;
Verify the existence of a contingency plan with the
appropriate Pac-West personnel; Arrange for the follow-up
review of changes with appropriate Pac-West personnel;
Arrange for appropriate changes in control program, if
applicable and
Arrange for long-term functional review of impact of changes
on the Pac-West billing system, i.e., accuracy, timeliness,
and completeness.
5.2 Information Exchange and Interfaces
5.2.1 Core Billing Information
5.2.1.1 Recorded Usage Data includes all intraLATA toll and local
usage. U S WEST shall provide Pac-West with unrated EMR records
associated with all intraLATA toll and local usage which it records on
Pac-Wests behalf. Any category, group and/or record types approved in
the future for U S WEST shall be included if they fall within the
definition of Local Resale. Pac-West shall be given notification thirty
(30) days prior to implementation of a new type, category and/or
record.
5.2.1.2 U S WEST shall provide rated EMR records only when explicit
consent for sending such records has been obtained from Pac-West.
5.2.1.3 All messages recorded by a Party and billed to the other Party
are to be transmitted to the billed Party. Recorded usage includes all
usage billable to the other Party.
5.2.1.4 Data Delivery Schedules: Data shall be delivered to Pac-West by
U S WEST daily (Monday through Friday, except holidays) unless
otherwise negotiated. Pac-West and/or U S WEST Data Center holidays are
excluded. U S WEST and Pac-West shall exchange schedules of designated
Data Center holidays.
5.2.2 Local Account Maintenance
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5.2.2.1 When Pac-West purchases local service from U S WEST, and, as
appropriate. when Pac-West purchases certain unbundled Network
Elements. U S WEST shall provide Pac-West with local account
maintenance as described herein.
5.2.2.2 When notified by a CLEC that an Pac-West customer has switched
to CLEC's service, U S WEST shall provision the change and notify
Pac-West via Connect:Direct within twenty-four (24) hours of the
provisioning that the customer has chanced to another service provider
("OutPLOC").
5.2.2.3 When notified by Pac-West that a customer has changed its PIC
only from one IXC to another, U S WEST shall provision the PIC only
change.
5.2.2.4 If notified by an IXC using a '01" PIC order record that an
Pac-West Customer has changed its PIC only, U S WEST shall reject the
order and notify that IXC using an industry standard "3148" record with
the operating company number of Pac-West indicated, that a "0 1 " care
PIC record should be sent to Pac-West for processing.
5.2.3 Product/Service Specific
5.2.3.1 Subject to conditions specified in Section 5.1.1(c) of this
Attachment 5, U S WEST shall provide a Specialized Service/Service
Provider Charge record to support the Special Features Star Services if
these features are part of U S WESTs offering. Such record shall be an
EMIR 10-01-18 record or industry standard record as may subsequently be
mutually agreed to by the Parties. Such record shall be a 10-01-18
record or Bellcore assigned record as may be subsequently agreed to by
the Parties.
5.2.4 Emergency Information
5.2.4.1 U S WEST shall provide the transport facility for transmitting
usage and billing data between the U S WEST location and the Pac-West
location. U S WEST shall transmit via ConnectDirect whenever possible.
In the event usage transfer cannot be accommodated by Connect:Direct
because of extended (one (1) Business Day or longer) facility outages,
U S WEST shall contract for a courier service to transport the data via
tape.
5.2.4.2 The Parties shall mutually agree to the following standards
when emergency data is transported to Pac-West on tape or cartridge via
a courier. The data shall be in fixed or variable block format as
mutually agreed to by the Parties:
Tape: 9-track, 6250 (or 1600) BPI
(Bytes per inch)
Cartridge: 38,000 BPI (Bytes per inch)
LRECL: 2,472 Bytes
Parity: Odd
Character Set: Extended Binary Coded Decimal Interchange
Code (EBCDIC)
External labels: Exchange Carrier Name, Dataset Name (DSN)
and volume serial number
Internal labels: IBM Industry OS labels shall be
used. They consist of a single volume
label and two (2) sets of header and
trailer labels.
5.2.4.1 To the extent the above standards are changed or revised, the
Parties may agree to negotiate the incorporation of such new standards.
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5.2.5 Rejected Recorded Usage Data
5.2.5.1 At the discretion of Pac-West, any messages that cannot be
rated and/or billed by Pac-West may be returned to U S WEST via
Connect: Direct. Returned messages shall be sent directly to U S
WEST in EMR format. Standard EMIR return codes shall be utilized.
5.2.6 Interfaces
5.2.6.1 The Parties shall transmit formatted Recorded Usage Data
via Connect: Direct.
5.2.6.2 Pac-West shall notify U S WEST of resend requirements if a
pack or entire dataset must be replaced due to pack rejection,
damage in transit, dataset name failure, etc.
5.2.6.3 Critical edit failure on the pack header or pack trailer
records shall result in pack rejection (e.g., detail record count
not equal to grand total included in the pack trailer).
Notification of pack rejection shall be made by Pac-West within
one (1) Business Day of processing. Rejected packs shall be
corrected by U S WEST and retransmitted to Pac-West within
twenty-four (24) hours or within an alternate time frame
negotiated on a case by case basis.
5.2.6.4 A pack shall contain a minimum of one (1) message record
or a maximum of 9,999 message records plus a pack header record
and a pack trailer record. A file transmission contains a maximum
of ninety-nine (99) packs. A dataset shall contain a minimum of
one (1) pack. U S WEST shall provide Pac-West one (1) dataset per
sending location, with the agreed upon RAO/OCN populated in the
header and trailer records.
5.2.7 Formats & Characteristics
5.2.7.1 Rated in collect messages should be transmitted via the
Connect:Direct and can be intermingled with the unrated messages.
No special packing is needed.
5.2.7.2 EMR: U S WEST shall provide Recorded Usage Data in the
EMIR format and by category, group and record type, and shall be
transmitted, via a direct feed, to Pac-West The types of EMIR
records that Pac-West can expect to receive from U S WEST,
includes, but is not limited to, the following:
Header Record 20-21-01, 20-20-01 or 20-24-01
Trailer Record 20-21-02, 20-20-02 or 20-24-02
Detail Records* 01-01-01, 06, 08, 14, 17, 18, 31, 32,
35, 37, 80, 81, 82, 10-01-01, 06, 08,
14, 17, 18, 31, 32, 35, 37
Credit Records 03-01-01, 06, 08, 14, 17, 18, 31, 32,
35, 37, 80, 81, 82,
Rated Credits 41-01-01, 06, 08, 14, 17, 18, 31, 32,
35, 37, 80, 81, 82,
Cancel Records 51-01-01, 06, 08, 09, 14, 17, 18, 31,
32, 35, 37, 80, 81, 8-2,
Correction Records 71-01-01, 06, 08, 14, 17, 18, 31, 32,
35, 37, 80, 81, 82,
* Category 01 is utilized for rated messages; Category 10 is
utilized for unrated messages. Category 10 records are to have
indicator 13 populated with a value of 5
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5.2.7.2.1 To the extent the above standards are
changed or revised. the Parties may agree to
incorporate such new standards.
5.2.7.3 U S WEST shall comply with the most current
version of Bellcore standard practice guidelines for
formatting EMR records.
5.2.7.4 The Interfacing Bell RAO, OCN, and remote
identifiers shall be used by Pac-West to control
invoice sequencing and each shall have its own
invoice controls. The OCN shall also be used to
determine where the message returns file. containing
any misdirected and unguidable usage, shall be sent.
5.2.7.5 The file's Record Format (RECFM) shall be
Variable Block or fixed as negotiated, Size and the
Logical Record Length (LRECL) shall be as mutually
agreed to by the Parties.
5.2.7.6 (Intentionally left blank for numbering
consistency)
5.2.7.7 U S WEST shall transmit the usage to Pac-West
using dataset naming conventions mutually agreed upon
by the Parties.
5.2.8 Controls
5.2.8.1 Pac-West shall test and certify the
Connect:Direct interface to ensure the accurate
receipt of Recorded Usage Data.
5.2.8.2 Header and trailer records shall be populated
in positions 13-27 with the following information:
Position
13-14 Invoice numbers (1-99)
15-16 Bell Co. ID number
17-19 Interfacing Bell RAO Code
20-23 Pac-West OCN - value 7229
24-27 Reseller OCN
The trailer grand total record count shall be
populated with total records in pack (excluding
header & trailer)
5.2.8.3 Control Reports: Pac-West accepts input data
provided by U S WEST in EMIR format in accordance
with the requirements and specifications detailed in
this Attachment 5. In order to ensure the overall
integrity of the usage being transmitted from U S
WEST to Pac-West, data transfer control reports shall
be required. These reports shall be provided by
Pac-West to U S WEST on a daily or otherwise
negotiated basis and shall reflect the results of the
processing for each pack transmitted by U S WEST.
5.2.8.4 Control Reports - Distribution: Since U S
WEST is not receiving control reports, dataset names
shall be established during detailed negotiations.
5.2.8.5 Message Validation Reports: Pac-West shall
provide Message Validation reports to the designated
U S WEST System Control Coordinator once a day (or as
otherwise agreed to by the Parties). These reports
shall be provided for all data received within U S
WEST Local Resale feed and shall be transmitted
Monday through Friday.
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5.2.9.6 Incorrect Pack Processing: This report
provides vital statistics and control totals for
packs rejected and accepted and dropped messages. The
information is provided in the following report
formats and control levels:
U S WEST name;
Reseller total messages processed in a pack:
Packs processed shall reflect the number or messages
initially erred and
accepted within a pack; and
Reseller total packs processed.
5.3 Standards
5.3.1 When requested for security purposes and on an exception basis when a
reasonable need is demonstrated, a Party shall provide the other Party
with Recorded Usage Data within two (2) hours of the call completion or
within the same period that the recording Party would have that data
for itself under similar circumstances. If not available in EMR format,
the Recorded Usage Data may be provided in AMA format.
5.3.2 U S WEST shall include the Working Telephone Number (WTN) of the call
originator on each EMR call record.
5.3.3 End user Customer usage records and station level detail records shall
be in packs in accordance with EMR standards or applicable industry
standards as defined in Section 5.3.1 of this Attachment 5.
5.3.4 U S WEST shall provide Recorded Usage Data once a day to Pac-West on a
schedule to be determined by the Parties, Monday through Friday,
excluding holidays. The Parties shall work together to reach agreement
on an acceptable holiday schedule. U S WEST shall provide to Pac-West
the Recorded Usage Data not more than one (1) Business Day after
termination of the call for which usage data is to be provided.
5.3.5 U S WEST shall segregate and organize the Recorded Usage Data in
accordance with Section 5.2.7 of this Attachment 5.
5.4 Standards for Transmitting and Recording Usage Data
5.4.1 Within thirty (30) days after the Effective Date of this Agreement, the
Parties shall jointly develop standards for transmitting and recording
usage data.
(Deleted per Arbitrator's Recommendations)(6)
5.5 Reporting
5.5.1 Within thirty (30) days after the Effective Date of this Agreement the
Parties shall jointly develop reporting procedures for the standards
for transmitting and recording usage data described in Section 5.4
above.
- ----------
(6) Per Recommendations at page 28, Issue 150.
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(Deleted per Arbitrator's Recommendations)(7)
6. Maintenance
6.1 (intentionally left blank for numbering consistency)
6.2 General Requirements
6.2.1 U S WEST shall provide repair, maintenance, testing, and
surveillance for all Telecommunications Services and
unbundled Network Elements and Combinations in accordance
with the terms and conditions of this Agreement.
6.2. 1.1 U S WEST shall provide Pac-West with the same level
of maintenance support as U S WEST provides itself in
accordance with Standards and performance measurements that
U S WEST uses and/or which are required by law, regulatory
agency, or by U S WEST's own internal procedures, whichever
are the most rigorous. These standards shall apply to the
quality of the technology, equipment, facilities, processes,
and techniques (including, but not limited to, such new
architecture, equipment, facilities, and interfaces as 6 S
WEST may deploy) that U S WEST provides to Pac-West under
this Agreement.
6.2.1.2 U S WEST shall provide a SPOC (Single Point of
Contact) for Residence, and a SPOC for Business for Pac-West
to report, via a toll-free telephone number, maintenance
issues and trouble reports twenty four (24) hours a day and
seven (7) days a week. The SPOC Residence toll-free number,
and SPOC Business toll-free number, will be the numbers for
all of U S WEST's fourteen (14) states.
6.2.1.3 U S WEST shall provide Pac-West maintenance dispatch
personnel on the same schedule that it provides its own
Customers.
6.2.2 Pac-West shall handle all interaction with Pac-West Customers
including all calls regarding service problems, scheduling of
technician visits, and notifying the Customer of trouble
status and resolution. When a U S WEST technician is on site,
the customer will be statused in accordance with standard U S
WEST procedures.
6.2.3 Pac-West and U S WEST will provide their respective customers
with the correct telephone numbers to call for access to
their respective repair bureaus.
6.2.4 Customers of Pac-West shall be instructed to report all cases
of trouble to Pac-West. Customers of U S WEST shall be
instructed to report all cases of trouble to U S WEST.
Pac-West and U S WEST will provide their respective repair
contact numbers to one another on a reciprocal basis.
6.2.5 U S WEST shall cooperate with Pac-West to meet maintenance
standards for all Telecommunications Services, unbundled
Network Elements and Combinations ordered under this
Agreement. Such maintenance standards shall include, without
limitation, standards for testing, network management, call
gapping, and notification Of upgrades as they become
available.
- ----------
7 Per Recommendations at page 28, Issue 150.
<PAGE>
6.2.6 All U S WEST employees or contractors who perform repair service for
Pac-West Customers shall follow mutually agreed procedures to in all
their communications with Pac-West Customers. At a minimum, these
procedures, and protocols shall ensure that: (a) U S WEST employees or
contractors shall perform repair service that is at least equal in
quality to that provided to U S WEST Customers: (b) trouble calls from
Pac-West Customers shall receive response time priority that is at
least equal to that of U S WEST Customers. regardless of whether the
Customer is an Pac-West Customer or a U S WEST Customer.
6.2.7 In responding to repair calls, neither Party shall make disparaging
remarks about each other, nor shall they use repair calls as the basis
for internal referrals or to solicit customers to market services.
Either Party may respond with accurate information in answering
customer questions.
6.2.8 U S WEST shall perform scheduled maintenance, including, without
limitation, required and recommended maintenance intervals and
procedures, for all Telecommunications Services, Network Elements and
Combinations provided to Pac-West under this Agreement equal in quality
to that currently provided by U S WEST in the maintenance of its own
network.
6.2.8.1 US WEST shall exercise its best efforts to provide the
designated Pac-West SPOC at least sixty (60) days advance notice of any
scheduled activity which will likely impact Pac-West customers.
6.2.3.2 Plans for significant service affecting activities shall
include, at a minimum, the following information: location and type of
facilities, specific work to be performed, date and time work is
scheduled to commence, work schedule to be followed, date and time work
is scheduled to be completed, and estimated number of work hours for
completion. Examples of such activities include, but are not limited
to, office conversions, cable facility rolls, and tandem re-homes.
6.2.9 U S WEST shall exercise its best efforts to notify Pac-West of all
non-scheduled activities to be performed by U S WEST on any Network
Element, including, without limitation, any hardware, equipment,
software, or system, providing service functionality which will likely
impact Pac-West Customers.
6.2.9.1 U S WEST shall provide to the designated SPOC maximum advance
notice of such non-scheduled activities in the same time and manner
that it provides to its operation service centers.
6.2.9.2 U S WEST shall perform emergency maintenance as promptly as
possible to maintain or restore service and shall promptly advise the
Pac-West designated SPOC of any such actions it takes.
6.2.10 U S WEST shall provide Pac-West a detailed description of any and all
emergency restoration plans and disaster recovery plans which are in
place during the term of this Agreement. Such plans shall include, at a
minimum, the following: (a) provisions for immediate notification to
Pac-West of the existence, location, and source of any emergency
network outage potentially affecting an Pac-West Customer, (b)
establishment of a SPOC responsible for initiating and coordinating the
restoration of all Local Resale and Network Elements or Combinations;
(c) methods and procedures to provide Pac-West with real-time access to
information relating to the status of restoration efforts and problem
resolution during the
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restoration process; (d) an inventory and description of mobile
restoration equipment, by location, (e) methods and procedures for
reprovisioning of all Telecommunications Services and Network Elements
or Combinations after initial restoration, (f) equal priority, as
between Pac-West Customers and U S WEST Customers, for restoration
efforts, consistent with FCC Service Restoration guidelines, including,
without limitation, deployment of repair personnel. and access to spare
parts and components, and (g) a mutually agreeable process for
escalation Of Maintenance problems. including a complete, up-to-date
list of responsible contacts. each available twenty-four (24) hours per
day, seven (7) days per week.
6.2.10.1 For purposes of this Section 6, an emergency network outage is
defined as 5, 000 or more blocked call attempts in a ten (10) minute
period for all Customers in a single exchange.
6.2.10.2 Pac-West and U S WEST will work cooperatively to assess up
chain (end office to tandem calls), down chain (tandem to end office
calls), and overall customer impact U S WEST categorizes, reports and
reacts to network outages using FCC reporting criteria and U S WEST
Abnormal Condition Report Criteria.
6.2.11 U S WEST and Pac-West shall establish mutually acceptable methods and
procedures for the immediate handling of misdirected calls from
Pac-West customers to U S WEST requesting repair. The Customer shall be
informed that Pac-West is its local service provider (LSP), and the U S
WEST representative will provide the Pac-West customer with the
appropriate telephone number of the Pac-West repair center. If the LSP
screen indicator is not available, the U S WEST representative will ask
the Pac-West Customer if it knows the name of its LSP. The U S WEST
representative will provide the Pac-West Customer with the appropriate
number of the Pac-West repair center. These calls are limited to repair
information only, and are not to be used for marketing purposes.
6.2.12 When electronic interface is available, U S WEST shall inform Pac-West
of repair completion and trouble reason within ten (10) minutes upon
completion. If no electronic interface is available, Pac-West will
provide a SPOC for U S WEST to call as soon as possible after repair
completion. U S WEST shall notify Pac-West that the trouble has been
cleared. This is done on a real-time basis. Therefore the technician
will notify Pac-West in a similar manner, for both dispatched-in and
dispatched-out troubles. The report shall not be considered closed
until such notification is made. Pac-West will contact its Customer to
determine if repairs were completed and confirm the trouble no longer
exists.
6.2.13 U S WEST and Pac-West shall mutually develop escalation procedures to
be followed if, in Pac-West judgment, any performance standard defined
in this Agreement is not met for any individual trouble report The
escalation procedures to be provided shall include names and telephone
numbers of U S WEST management personnel who are responsible for
maintenance issues and who will be contacted when a trouble condition
is escalated.
6.2.14 In the event U S WEST shall fail to conform to any specified
performance and service quality standards, identified elsewhere in this
Agreement, U S WEST shall perform and deliver to Pac-West, a standard
root cause analysis of the reasons for U S WEST's failure to conform,
and U S WEST shall correct said cause as soon as possible, at its own
expense.
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6.2.15 Dispatching of U S WEST technicians to Pac-West Customer premises
shall be accomplished by U S WEST pursuant to a request received from
Pac-West Pac-West shall be able to schedule maintenance appointments in
intervals at panty with U S WEST upon opening of trouble report.
6.2.16 (Intentionally left blank for numbering consistency)
6.2.17 U S WEST shall supply Pac-West with a unique number to identify each
Pac-West initial trouble report opened.
6.2.17.1 U S WEST and Pac-West agree to a trouble priority and severity
coding format for all trouble reports handled between the two
companies. Troubles are prioritized according to appointment schedules:
6.2.17.1.1 Priority I = Out of Service 6.2.17.1.2 Priority 2 =
Affecting Service 6.2.17.1.3 Priority 3 = Feature Trouble
6.2.17.2 Customer has the ability to escalate.
6.2.18 U S WEST shall provide for resale any maintenance/protection plans for
services offered under this Agreement to Pac-West that it offers U S
WEST's own Customers.
6.2.19 U S WEST's current trouble reporting system does not provide the
capability to reopen a closed trouble report. Therefore, U S WEST shall
allow Pac-West to designate that a trouble report is associated with
the initial trouble report which was closed in the past twenty-four
(24) hours without repairs being performed to the Customer's
satisfaction. U S WEST shall measure the frequency of these types of
repeated reports and will demonstrate non-discriminatory treatment to
Pac-West.
6.2.20 Additional Unbundling Requirements
6.2.20.1 When trouble is reported by a Customer served through
unbundled Network Elements, Pac-West will test its network to identify
any problems. If no problems are identified with the Pac-West network,
Pac-West will open a trouble report with U S WEST and provide
switch-based test results to the U S WEST technician. U S WEST shall
then test its portion of the network and perform repairs as required in
the time frames set forth below in this Attachment 5.
6.2.20. 1.1 If U S WEST tests the unbundled loop and there is
no trouble found ("NTF"), the same shall be reported back to
Pac-West If, upon testing the unbundled loop, the trouble is
isolated to the Customer side of the NID (inside wire, CPE,
etc.), Pac-West shall be billed a trouble isolation charge
("TIC"). If, after Pac-West has opened a trouble ticket, it
cancels the trouble ticket before a U S WEST technician has
been dispatched on the trouble, no charges will apply. If the
U S WEST technician has been dispatched on the reported
trouble before the trouble ticket is canceled by Pac-West, a
TIC will be applied.
6.2.20.1.2 Pac-West will coordinate combined testing or repair
activities until trouble is resolved. U S WEST shall provide
repair updates to Pac-
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West For trouble isolation both Parties will cooperatively
test to isolate the trouble as required.
6.3 Systems Interfaces and Information Exchanges
6.3.1 U S WEST shall cooperate with Pac-West to establish a real-'time.
electronic interface to U S WESTs maintenance systems and
databases. This system shall be based on existing and future
uniform industry standards being worked in T1 M 1 standards
committee and Electronics Communications Implementation Committee
("ECIC") industry forum.
6.3.1.1 An electronic bond will be a system to system connection
with immediate update capability. In no way shall this interface
cause Pac-West' personnel to use U S WEST systems via remote hook
up or any other means of access.
6.3.1.2 This interface shall allow Pac-West personnel to perform
the following functions for Pac-West Customers: (a) enter trouble
reports in the U S WEST maintenance systems for an Pac-West
Customer, (b) retrieve and track current status on all Pac-West
Customer trouble report; (c) receive "estimated time to repair
(ETTR) on a real-time basis; (d) receive immediate notification in
the event a repair person is unable to be present for, or
anticipates missing, a scheduled repair appointment, (e) retrieve
all time and material charges that apply to Pac-West at the time
of ticket closure (itemized by time spent, price of materials
used, procedures employed, amounts incurred in each such category,
and total by Customer, per event), and (f) receive automated
notification of case closure.
6.3.1.3 Automated interfaces must be provided into a centralized
operations support systems database for real time network
monitoring to proactively identify potential service degradation.
Such systems must monitor and report on the integrity of the U S
WEST network, isolate trouble and, where applicable (e.g., when an
unbundled loop is connected to an unbundled port or when an
unbundled loop includes such equipment as DCS, D4, etc.), initiate
repair operations, test individual unbundled loops and generate
maintenance and repair notices that impact any end user's ability
to complete calls. Ongoing maintenance practices on such unbundled
loops must be equal to or exceed the practices employed by U S
WEST for facilities used to provide Services for Resale.
6.3.1.4 U S WEST agrees to develop and implement, as soon as
possible, with a target date of November 1, 1997, the electronic
interfaces described above.
6.3.2 U S WEST agrees that Pac-West may report troubles directly to a
single U S WEST Repair/Maintenance Center for both residential and
business Customers. The Repair Center will have two separate
numbers, one for residence and one for business. Pac-West' s
Customers will be treated in the same manner as U S WEST
Customers.
6.3.3 U S WEST shall perform all testing for Resale Services. U S WEST
shall provide the capability for Pac-West to receive MILT test
results while Pac-West customer is on fine during the initial
trouble report, when technically feasible in the U S WEST network.
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6.3.3.1 U S WEST shall provide test results to Pac-West. if
appropriate, for trouble clearance. In all instances. U S WEST
will provide Pac-West with the disposition of the trouble.
6.3.4 U S WEST shall provide to Pac-West the ability to obtain the
status on open maintenance trouble reports via telephone or by
another interface as agreed to by the Parties. U S WEST agrees to
provide the status of residence and small business trouble reports
upon Pac-West request.
6.3.5 U S WEST agrees to provide to Pac-West the status for open
maintenance trouble reports for large business Customers anytime
the status of 'the trouble report changes or upon Pac-West's
request.
6.3.6 U S WEST agrees that Pac-West may call U S WEST to verify central
office features and functions as they relate to an open trouble
report. U S WEST agrees to work with Pac-West on the initial
trouble report to isolate the cause of the trouble and, where
possible, resolve the feature/function related trouble at that
time.
6.3.7 U S WEST agrees to proactively advise Pac-West of any central
office failure that is known at the time of any inquiry or trouble
report. U S WEST agrees to continue to work with Pac-West toward
implementing a process to meet Pac-West requirements for
notification of switch failures as soon as possible.
6.3.8 U S WEST agrees to provide an Estimated Time To Repair (ETTR) on
all residence and small business trouble reports.
6.3.9 U S WEST agrees to develop, with Pac-West's cooperation, mutually
acceptable workcenter interface agreements to document methods and
procedures for interim and final interfaces for each service
within thirty (30) days after Pac-West notice to U S WEST of its
initiation of that service.
6.3.9.1 After the initial deployment of the workcenter processes,
U S WEST agrees to continue working with Pac-West to further
develop, improve and refine the operational process described in
this Agreement.
6.3.10 U S WEST agrees to provide Pac-West with repair history of
previous trouble reports on customer service of open trouble
report.
6.3.11 U S WEST shall provide Pac-West with the capability to cancel a
trouble report.
6.3.12 U S WEST shall provide Pac-West with the capability to modify a
trouble report.
6.4 Standards
6.4.1 Maintenance charges for premises visits by U S WEST employees or
contractors shall be billed by Pac-West to its Customer.
6.4.1.1 US WEST employees or contractors shall present the
Customer with an Pac-West provided, Pac-West-branded form
detailing the time spent, the materials used and an indication
that the trouble has either been resolved, or that additional work
will be necessary in accordance with the provisions of this
Agreement.
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6.4.1.2 If additional work is required, U S WEST employees or
contractors shall call Pac-West from the Customer premises so that
Pac-West can schedule a new appointment with U S WEST and Customer
at the same time.
6.4.2 U S WEST agrees to work with Pac-West to support expeditious
development of an industry standard trouble report entry format and
agrees to implement such standard within sixty (60) days after
final resolution by the Network Operation Forum (NOF).
6.5 Performance Measurements and Reporting
(Deleted per Arbitrator's Recommendations)(8)
7. Miscellaneous Services and Functions
7.1 (Intentionally left blank for numbering consistency)
7.2 (Intentionally left blank for numbering consistency)
7.3 Performance Measurements and Reporting
7.3.1 (Deleted per Arbitrator's Recommendations)(9)
7.3.2 (Deleted per Arbitrator's Recommendations)(10)
7.3.3 (Deleted per Arbitrator's Recommendations)(11)
[Charts Removed]
- ----------
8 Per Recommendations at page 28, Issue 151.
9 Per Recommendations at page 28, Issue 156.
10 Per Recommendations at page 28, Issue 156.
11 Per Recommendations at page 28, Issue 156.
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Attachment 6
INTERFACE REQUIREMENTS FOR PRE-ORDERING, ORDERING, PROVISIONING,
MAINTENANCE AND REPAIR, AND BILLING
1. Purpose
1.1 This Attachment 6 sets forth the interface requirements for
pre-ordering, ordering and provisioning, maintenance and
repair. and billing, where Pac-West provides service to its
customers through resale of U S WEST Local Resale or through
the use of Unbundled Network Elements and Combinations.
2. Use of Standards
2.1 As described below, Pac-West and U S WEST agree to implement
each interface described below based upon existing and
evolving industry standards or as mutually agreed upon. The
Parties shall transition the electronic interfaces to industry
standards within a time frame mutually agreed to.
3. Reimbursement
3.1 Reimbursement for operational interfaces shall be as
determined by the appropriate regulatory agency as set forth
in this Agreement.
4. Scope
4.1 This Attachment addresses the real-time transaction-based
protocols and transport networks that will be used to exchange
information for
o Preorder/Ordering/Provisioning for Service Resale (SR) and
Customer-Specific Unbundled Network Elements (UNEs)
o Maintenance/Repair for SIR and UNEs
It also addresses the batch protocols and transport networks
that will be used to exchange information for
o Recorded Customer Usage for SR and UNE
o Wholesale Billing for SR and UINE
o Recorded Usage Receivables for UNE
o Local Account Maintenance for SIR and UNE
o Directory Assistance Database
The preceding list of information to be exchanged is intended
to be exemplary and does not represent a comprehensive list of
such information to be exchanged between the parties.
4.2 Pac-West and U S WEST will use at least one method of
exchanging preorder information which will be real-time
transaction-based. Pac-West and U S WEST may also assess and
determine the arrangements and conditions to Support Batch
file transmittal for certain types of preorder information
related to the Street Address Guide and
Switch/Feature/Facility availability.
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5. System Interfaces
5.1 For Pre-order, Order and Provisioning, an exchange protocol,
such as 'that based upon a subset of Common Management
Interface Protocol (CMIP) transactions referred to as
Electronic Communications-Lite (EC-Lite), will be used to
transport Electronic Data Interchange (ED[) formatted content.
Pac-West and U S WEST will use a TCP/IP based transport
network for the exchange of EDI transactions. Pac-West and U S
WEST will translate ordering and provisioning requests from
the Ordering and Billing Forum (OBF) forms into EDI
transactions using mutually agreed to mappings. The Service
Order SubCommittee (SOSC) of the Telecommunications Industry
Forum/Electronic Data Interchange (TCIF/EDI) committee
interpretations of the 850, 855, 860, 864. 865, 870, and 977
transactions, in accordance with the OBF forms, will be used
to convey all the necessary data to connect, modify or
disconnect local exchange services.
5.2 For Maintenance and Repair, the CMIP transactions referred to
as Electronic Bonding - Trouble Administration (EB-TA) will be
used. Pac-West and U S WEST will use an X.25 transport network
which is the currently defined standard.
5.3 For Billing, Pac-West and U S WEST will use EDI 811 and OBF
Billing Output Specification (BOS) formats via CONNECT:Direct.
Section 13 further defines the conditions when one or the
other format will be used.
5.4 For Local Account Maintenance (LAM), Pac-West and U S WEST
agree to use CONNECT:Direct.
5.5 For Directory Assistance Database Information, Pac-West and U
S WEST agree to use a batch protocol and transport network
that is yet to be determined and will be addressed in the
Joint Implementation Agreement ("JIA") described in Section 18
of this Attachment 6.
5.6 Modifications to OBF forms that are required due to the
absence of, or existence of unnecessary data fields, contents,
or formats will be addressed in the JIA described in Section
18 this Attachment 6.
6. Real Time Performance
6.1 The pre-order real time interface will support the Pac-West
customer contact as executed within Pac-Wests Sales and
Service Centers. Gateway-to-gateway query-response cycle time
performance requirements will be specified as part of the JIA
described in Section 18 of this Attachment 6.
6.2 The transaction response time U S WEST provides to Pac-West
Sales and Service Center will be equal in quality with that
which U S WEST provides to itself or other telecommunications
carriers. For purposes of this Attachment, U S WEST agrees to
provide Pac-West benchmarking information for end-user
performance based on transaction volumes (nominal - light
volume, standard - typical volume, and worst case - heavy
volume). Pac-West may request an improvement in the
transaction response time U S WEST provides to Pac-West's
Sales and Service Center above that which U S WEST provides to
itself or other telecommunications carriers through the BFR
process (as that process is defined in Part A of this
Agreement), should cycle times not meet Pac-West's business
requirements.
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7. Compliance with Industry Standards
7.1 Pac-West and U S WEST agree to discuss the modification of
these interfaces based upon evolving standards (e.g., data
elements. protocols, transport networks. etc.) and guidelines
issued by or referenced by relevant Alliance for
Telecommunication Industry Solution (ATIS) committees.
Establishment of new, or changes to industry standards and
guidelines will be reviewed on no less than an annual basis
commencing on the Effective Date of this Agreement. This
review will consider standards and guidelines that have
reached final closure as well as those published in final
form. Both parties agree to evaluate evolving standards and
mutually determine the relevant modification to be implemented
based upon the latest approved version adopted or the latest
version reflecting final closure by the relevant (ATIS)
committee or subcommittee. The parties will use reasonable
effort to reach closure upon the necessary chances within no
more than three (3) months of initiating each review and to
implement the changes within nine (9) months or earlier, if
reasonably possible, unless there is mutual agreement to a
different implementation schedule.
7.2 In the course of establishing operational ready system
interfaces between U S WEST and Pac-West to support Local
Resale delivery, Pac-West and U S WEST may need to define and
implement system interface specifications that are
supplemental to existing standards. Where mutually agreed to,
Pac-West and U S WEST will submit such specifications to the
appropriate standards committee and will work towards its
acceptance as a standard.
8. Scheduled Availability
8.1 Pac-West and U S WEST agree to an operational/production
readiness as soon as possible with a target date of November
1, 1997 for the delivery of all systems interfaces described
within this document, with the mutual understanding that (1)
product delivery content is dependent on requirements
definition and the time required to develop to these
requirements and (2) operational readiness is dependent upon
satisfactory test results for the transaction volumes
projected by Pac-West. Pac-West and U S WEST agree to work to
mutually identify, prioritize and track those functions which
may need to be positioned in a subsequent systems interface
delivery. These functions will be jointly reviewed to define
the time frame for development of subsequent releases of the
system interfaces and establish mutually agreeable delivery
dates.
8.2 Pac-West and U S WEST agree that project schedules, timelines,
milestone deliverables, reporting processes, among others,
will be specified in the JIA (Section 18 of this Attachment
6). These schedules and deliverables will be reviewed and
revised as needed as part of regularly scheduled meetings
conducted throughout the development/implementation cycle.
9. Pre-Order
9.1 The Parties agree that the exchange of preordering information
for resale services and for services provided using UNEs will
be transmitted over the same interface.
9.2 Pac-West and U S WEST will establish a transaction-based
electronic communications interface based upon the most
current (as of the Effective Date of this Agreement) version
of the Service Order Subcommittee (SOSC) implementation
guideline for Electronic Data Interchange (EDI). An exchange
protocol, such as Electronic Communications-Lite (EC-
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Lite) will be used to transport EDI formatted content
necessary to perform inquiries including but not limited to:
switch/feature/facility availability, address verification,
telephone number assignment, appointment scheduling, and
customer service record requests. Without limiting other
restrictions which may apply, customer service records are
provided for the limited purpose of supporting the resale of U
S WEST local exchange services by Pac-West or the sale of
unbundled elements on behalf of that Customer. The use of
records in a manner not associated with the ordering process.
is expressly forbidden, and is a violation of the terms of
this Agreement.
10. Order and Provisioning
10.1 When Pac-West is the customer of record for the resold local
exchange service(s), the exchange of information relating to
the ordering and provisioning of local exchange service will
be based upon the American National Standards Institute (ANSI)
Accredited Standards Committee (ASC) X12 Standards as
documented by the SOSC of the Telecommunications Industry
Forum/Electronic Data Interchange (TCIF/EDI) committee. The
Implementation Guidelines for Electronic Data Interchange EDI
Guidelines Customer Services Issue 7 will be used as a
baseline for implementation despite the fact that this
document may not have reached final approval stage by the
Effective Date of this Agreement. An exchange protocol, such
as EC-Lite will be used to transport EDI formatted content The
information exchange will be forms-based, using Local Service
Request (LSR) Form, End User Information Form, and the Resale
Service Form developed by the OBF as specified in the August
1996 version of the OBF forms in Bellcore SR STS-471OXX, and
for Directory Listings, included with a local service request,
as specified in SR STS-471102.
10.2 The end-user specific LINE order will be based upon OBF LSR
forms. The applicable SOSC implementation guidelines described
previously also apply to the End-user Specific Provisioning
LINE orders. U S WEST and Pac-West agree that the information
exchange will be forms-based using the Local Service Request
Form, End User Information Form, Loop Service Form (which may
ultimately be renamed the Loop Element form) and Port Form
(which may ultimately be renamed the Switch Element Form)
developed by the OBF. End-user-specific Network Elements, or
Combinations thereof, to be supported in LINE orders shall be
as permitted in this Agreement for unbundled Network Elements
and subject to FCC and state regulatory requirements.
10.3 Subject to regulatory direction or mutual agreement relative
to the requirement of providing combinations of UNE
components, Pac-West and U S WEST will establish a method to
relate, track and process as a single entity the individual U
S WEST provided End-user-specific UNE components specified at
the time of the initial order.
10.4 Pac-West and U S WEST will use the same transaction-based
protocol, such as EC-Lite, and transport network specified for
service resale for End-user specific UNE orders.
10.5 The ordering of common use (non-end-user-specific) UNEs, as
may be permitted under the Interconnection Agreement for
unbundled elements and subject to FCC and state regulatory
requirements, will be supported by a process separate from
that described in the preceding paragraphs for
end-user-specific UNEs, such system to be the same or similar
to the mechanized process used for trunk service requests or
another process or system as appropriate and determined by
mutual agreement. Unless U S WEST is otherwise required by
Pac-West, this process will not employ the electronic
interfaces specified in this Attachment 6, unless modified by
separate agreement. U S WEST will support, if and to the
extent required by law, this Agreement or mutually agreed to,
Interconnection and operation of End-user-specific UNEs used
in combination with
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common use UNEs. The systems and ordering process as outlined
herein is separate and apart from the BFR process agreed to by
the Parties. The JIA (Section 18 of this Attachment 6) will
address the details related to defining a mechanism to
correlate Enduser-specific LINE orders placed via system
interfaces with Common Use UNEs that May have been previously
ordered.
10.6 U S WEST will accept an 860 transaction that contains the
complete refresh of the previously provided order information
(under the original 850 transaction) simultaneously with the
delivery of supplemental (new/revised) information from
Pac-West. subject to mutually agreed upon business rules. This
treatment with respect to the 860 transaction will be accepted
by both parties until the SOSC explicitly clarifies the
information exchanges associated with supplementing orders, or
Pac-West and U S WEST mutually agree to change the treatment.
11. Maintenance and Repair
11.1 The exchange of maintenance and repair information, for both U
S WEST retail local exchange services to be resold by Pac-West
and for services Pac-West provides using a U S WEST UNE or
combinations of U S WEST UNEs, will be transmitted over the
same interface.
11.2 For the purpose of exchanging fault management information,
Pac-West and U S WEST will establish an electronic bonding
interface, based upon ANSI standards T1.227-1995 and
T1.228-1995, and Electronic Communication Implementation
Committee (ECIC) Trouble Report Format Definition (TRFD)
Number 1 as defined in ECIC document ECIC/TRA/95-003, and all
standards referenced within those documents. The parties will
use the functions currently implemented for reporting access
circuit troubles. These functions include, but are not limited
to: Enter Trouble, Request Trouble Report Status, Add Trouble
Information, Modify Trouble Report Attributes, Trouble Report
Attribute Value Change (AVC) Notification and Cancel Trouble
Report, all of which are fully explained in ANSI
T1.227/T1.228-1995. Additional functions not currently
implemented by the parties or defined by the standards may be
supported by mutual agreement (e.g. Test Access and Trouble
History).
11.3 Modifications that are required due to the absence of, or
existence of unnecessary data fields, contents, or formats
will be addressed in the JIA described in Section 18 of this
Attachment 6.
12. Recorded Customer Usage
12.1 U S WEST will record the mutually agreed upon Customer usage
data that Pac-West requires for its retail local service
Customers. The content of such data will be based upon a
mutually agreeable interpretation of the BellCore Exchange
Message Record (EMR) format to be documented within the JIA. U
S WEST will provide electronic transmission of the recorded
data using CONNECT:Direct daily on Monday through Friday
(excluding holidays) on a schedule to be determined in the
JIA. This interface and format will be used to deliver
recorded usage when Pac-West is reselling retail local
exchange services of U S WEST and when usage is associated
with Customers served by Pac-West through one or more UNEs
provided by U S WEST. Pac-West and U S WEST will mutually
agree upon the conditions when Customer usage data recording
will be provided on behalf of Pac-West.
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<PAGE>
13. Billing Format for Service Resale (SR) and Unbundled Network Elements
(UNE) Payables
13.1 Billing information for unbundled loop and port elements that
are flat-rated will be provided in a single EDI 811 format
across all U S WEST regions via Connect: Direct. Billing
information for unbundled trunks/interoffice transport
elements that are flat-rated will be provided in a BOS format
via Connect.:Direct and will appear in the Customer Service
Record of the facility bill. Billing information for SR
products and services that are flat rated will be provided in
a single EDI 811 format across all U S WEST regions via
Connect: Direct. Exceptions include, but are not limited to,
frame relay which will be provided in a BOS format via
Connect:Direct. The display of rating codes and the associated
charge will be mutually agreed upon in both formats. Charges
associated with a specific loop will reflect the circuit ID
format.
13.2 For usage-rated billing, U S WEST will issue bills to Pac-West
for SR/UNE in the formats described under the flat-rated
SR/UNE billing section. Usage-rated billing for SR/UNE will be
uniquely identified and displayed in the Usage Sections of the
bill. For products using BOS format, jurisdiction will be
specified per BOS guidelines. Conversation time, by chargeable
traffic type, will be displayed and billed per applicable
tariffs. Delivery of usage-rated SR/UNE bills will be provided
as described under the flat-rated SR/UNE billing section.
13.3 UNEs which U S WEST agrees to provide, under the terms and
conditions of the Agreement, or to the extent required by law,
that are recombined as a single service, will be grouped
together by U S WEST and displayed together on the bill.
14. Recorded LINE Local or Access Usage Receivables
14.1 U S WEST will record all agreed upon originating and
terminating usage billed to and associated with a LINE
provided by U S WEST to Pac-West. The usage recorded will be
in the same BellCore Exchange Message Record format discussed
within Section 12 and will be subject to the same terms and
conditions for modification and/or replacement of the format
as discussed in Section IX
14.2 Pac-West and U S WEST will mutually agree upon the Local and
Long Distance access customer usage data recording that U S
WEST will provide to Pac-West consistent with FCC and State
regulatory guidelines and requirements, so that Pac-West may
bill other carriers for the local and exchange access usage
charges to which Pac-West is entitled, if any. Pac-West and U
S WEST will perform mutually agreeable systems testing, as
documented in the JIA (Section 18 of this Attachment 6), as
soon as possible with a target date of November 1, 1997.
14.3 U S WEST will provide electronic transmission of the recorded
usage using CONNECT:Direct daily on Monday through Friday on a
schedule to be determined in the JIA (excluding holidays). The
same or similar interface used for delivery of recorded
customer usage, discussed in Section 12, will be used for
delivery of the recorded usage discussed in this section.
15. Local Account Maintenance
15.1 When acting as the switch provider for Pac-West. where
Pac-West either is reselling retail services of U S WEST or
employing UNEs to provide local service, U S WEST will notify
Pac-West whenever the local service Customer transfers service
from Pac-West to another local service provider. U S WEST will
provide this notification via CONNECT:Direct using a mutually
agreeable 4-digit Local Use Transaction Code Status
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<PAGE>
Indicator (TCSI) that will be used to indicate that the retail
customer is terminating local service with Pac-West. This
notice will be provided on the next processing day after
implementing the transfer, where processing days are Monday
through Friday (excluding holidays). The TCSI, sent by U S
WEST, will be in the 960 byte industry standard CARE record
format.
15.2 Pac-West and U S WEST will process account changes that affect
only the presubscribed intraLATA and/or interLATA toll
provider (PIC) via a change service order form using the same
EC-Lite transaction based protocol and transport network
employed for ordering resale service as specified in Section
10.
15.3 When appropriate regulatory guidelines exist, U S WEST will
use the industry standard CARE message TCSI 3148 to reject an
IXC-initiated change of the Primary Interexchange Carrier
(PIC), where U S WEST is the switch provider either for the
retail local services of U S WEST that Pac-West resells or
UNEs of U S WEST that Pac-West -employs in providing service.
15.4 Agreement by U S WEST and Pac-West to the Local Account
Maintenance described above does not, in any way, set a
precedence or remove any obligation for U S WEST and Pac-West
to work towards an industry solution for supporting customer
movement between and among other ILECs and CLECs.
16. Directory Assistance Database
16.1 Pac-West and U S WEST will use a batch protocol and transport
network to exchange Directory Assistance Database information
similar to existing U S WEST listings products (i.e., DA EUSL,
DA EUSL Updates). The specific protocol and transport network
to be used has not been determined or mutually agreed to and
will be specified in the JIA.
16.2 Without limiting other restrictions which may apply, directory
service Listing products are provided for the limited purpose
of supporting provision of services as outlined in this
Agreement The use of Listings in a manner not associated with
this use, is expressly forbidden, and is a violation of the
terms of this Agreement.
17. Testing and Acceptance
17.1 The Parties will test the interfaces developed under this
Attachment 6. The intent of the end-to-end integrity testing
is to establish, through the submission and processing of test
cases, that transactions agreed to by Pac-West and U S WEST
will successfully process, in a timely and accurate manner,
through both parties' supporting OSS as well as the
interfaces. Irreconcilable differences regarding the
interpretation of operational status of the interfaces will be
handled through the dispute resolution process as defined in
Section 27 of Part A of this Agreement.
17.2 An interoperability testing suite shall ensure the
implementation of functions, capabilities, and acceptance
criteria enumerated in the JIA, with both Parties agreeing to
resolve any material defects in the software.
17.3 The test process shall include a series of tests in which the
transactions, representative of the predominant business
transactions associated with local customer servicing, are
performed side-by-side using the mediated access gateway
interface to U S WEST Legacy systems and the Legacy system
interface utilized by U S WEST service representatives and
repair attendants. The purpose of this series of tests will be
to verify that the performance and response times visible to a
user of the mediated access
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<PAGE>
gateway for nominal and worst case scenarios are provided with
the Same level of quality as U S WEST provides to itself or
others in accordance with the Act.
17.4 U S WEST does not warrant that its systems and access to those
systems will be errorfree.
17.5 Products and services already billed via the Integrated Access
Billing System (IABS) will be included in the existing
pre-bill certification process for general availability and a
recertification process conducted in accordance with current
practices. For products and services billed outside of IABS.
the parties will work towards establishing a mutually agreed
upon pre-bill certification process.
17.6 Pac-West and U S WEST agree that metrics are required in order
to monitor the performance and assure the on-going delivery of
non-discriminatory access to U S WEST systems for
pre-order/ordering/provisioning, maintenance/repair, billing,
and Directory -Assistance databases. A performance measurement
plan that addresses the definition, measurement, and review of
quality, timeliness, accuracy and availability of each
interface and associated transactions or files will be jointly
developed and documented within the JIA for each interface.
17.7 Pac-West and U S WEST agree to periodic status meetings to
review the overall progress toward introducing fully
operational interfaces capabilities as soon as possible, with
a target date of November 1, 1997.
17.8 Results of testing shall be considered Confidential
Information, except that such results may be provided pursuant
to this Agreement and law.
18. Joint Implementation Agreement Development
18.1 Pac-West and U S WEST recognize that the preceding provisions
are not sufficient to resolve all, technical and operational
details related to the interfaces described. Therefore,
Pac-West and U S WEST agree to document the additional,
technical and operational details in the form of a Joint
Implementation Agreement ('JIA"). The purpose of the JIA is to
establish the working details of the systems interfaces
between the two parties, and as such, they will not be
submitted to the Commission for approval as amendments to this
Agreement. These JIA may be modified, by mutual agreement,
over the life of this Agreement without subjecting the balance
of this Agreement to renegotiation or modification.
18.2 Both parties further agree that any technical, operational or
implementation issues directly associated with the systems
interfaces, once identified at the working team level, may be
escalated by the initiative of either party thirty (30) days
after an issue is identified. The escalation will proceed
first to the senior management of both companies who will seek
to resolve the issue. Within fourteen (14) days after the
Effective Date of this Agreement, Pac-West and U S WEST will
document the agreed upon escalation process including the
names and contact information of responsible senior
management. If an issue is not resolved within thirty (30)
days following receipt of the issue by senior management,
either party may submit the issue to the dispute resolution
process contained in Section 27 of Part A of this Agreement.
18.3 Pac-West and U S WEST will document an overall project
implementation schedule within sixty (60) days after the
Effective Date of this Agreement. This schedule will be
mutually binding and can be modified by mutual consent.
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18.4 In addition, Pac-West and U S WEST agree to document both a
topical outline for the JIA, and establish a schedule for
identifying, discussing, resolving and documenting resolution
of issues related to each aspect of the JIA topical outline
for each interface discussed in this document. In no case will
either end-to-end integrity testing or load testing begin
without both parties mutually agreeing that each interface JIA
documents the intended operation of the interface scheduled
for testing. In the event the parties can not agree prior to
one hundred and twenty (120) days of the
operational/production readiness date for delivery of all
system interfaces described within this Attachment. disputes
over the sufficiency of documentation will be submitted to
arbitration pursuant to the dispute resolution process
contained in Section 27 of Part A of this Agreement
18.5 By mutual agreement, specific paragraphs or entire sections of
the Interconnection Agreement may be identified and documented
to serve the purpose described for the Joint Implementation
Agreement for specific interfaces. Any issues identified and
subsequently resolved through either the end-to-end integrity
or load testing processes will be incorporated into the
impacted interface section of the JIA within thirty (30) days
of issue resolution.
18.6 An illustrative outline for a JIA follows:
o Introduction
o Purpose of Joint Implementation Agreement
o Terms of Agreement
o "System" Interface
o Business Process and Data Requirements
o Overall Responsibilities
o Identification & Definitions of Activities
o Information To Be Provided Per Transaction
o Process Information for Each Activity &
Transaction
o Delivery Criteria
o Data Standard
o Message Protocol
o Transmission Protocol
o Destination
o Frequency Of Data
o Deviations to Generic Specification
o Error Processing
o Process for Notification of Late Transmittals
o Escalation & Expedite Procedures
o Transaction Response Times File Format
Specifications Rules for the Physical Interface
o File Structure
o Data Format
o Error Controls
o Physical Tape Specifications
o Site Information Contact Person Transmission
Hours
o Testing
o Cooperative Testing
o Pairwise Testing
o ETE Testing
o Test Order ETE (Employees)
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<PAGE>
o Future Testing Requirements
o Interface Metrics
o Data Timeliness
o Data Completeness
o Data Accuracy
o Contact Information
o Contacts/Escalation Contacts
o Schedules for Center Operations (days/hours of
Operation)
o Data Requirements
o Retention of Data
o Back-up and Recovery Procedures
o Disaster Recovery
o System Change Notification
o Guarding of Proprietary Data
o Reporting Information
o Reports to be Generated
o Frequency
o Data Requirements
o Transmission
o Change Control Process
o Issue Resolution Process
o Termination of Interface Notification
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<PAGE>
IMPLEMENTATION SCHEDULE(1)
1. Local Service Resale
1.1 Within ninety (90) days after the Effective Date of this
Agreement but no later than October 1, 1997, U S WEST shall
provide for resale all services designated in this Agreement.
Once service is initiated in an area, the ordering and
provisioning intervals will be as specified in this Agreement
and/or adopted by the Commission.
1.2 (Deleted per Commission Approval)
2. Unbundled Network Platform (All Network Elements in Combination)
2.1 Within one hundred twenty (120) days after the Effective Date
of this Agreement but no later than November 1, 1997, U S WEST
shall offer all services, Network Elements and any
Combinations thereof designated in this Agreement. Once
service is initiated in an area, the ordering and provisioning
intervals will be as specified in this Agreement and/or
adopted by the Commission.
2.2 (Deleted per Commission Approval)
3. Interconnection Trunking for Local Service
3.1 Within thirty (30) days after the Effective Date of this
Agreement or such other time period as the Parties may mutually
agree, U S WEST shall provide Interconnection trunk groups
necessary for the mutual exchange of traffic or combined trunk
groups as necessary or required for efficiency and
interconnection billing to locations specified by Pac-West.
Subsequent to this thirty-day period, interconnection trunk
orders shall be processed as specified in this Agreement and/or
adopted by the Commission.
4. Ancillary Trunking
4.1 Within ninety (90) days after the Effective Date of this
Agreement but no later than November 1, 1997, U S WEST shall
provide:
4.1.1 E-911 Trunking, in cooperation with Pac-West;
4.1.2 SS7 Interconnection and Certification, in
cooperation with Pac-West; and
4.1.3 Directory Listings Arrangements and Directory
Assistance Interconnection.
- ----------
(1) Implementation Schedule adopted as modified per Approval at page 13,
paragraph B.
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5. Unbundled Loops
5.1 Within sixty (60) days after Collocation has been provided
pursuant to the terms of this Agreement, U S WEST shall
provide unbundled loops at designated end offices. Subsequent
unbundled loops should be made available pursuant to ordering
intervals as specified in this Agreement and/or adopted by
the Commission.
6. Collocation
6.1 Collocation will be provided upon request pursuant to the terms
and conditions of this Agreement.
7. Access to Poles, Ducts and Rights of Way
7.1 Access to Poles, Ducts and Rights of Way shall be provided
upon request, pursuant to the terms and conditions of this
Agreement.
8. Interim Number Portability
8.1 Interim Number Portability capabilities, as specified in this
Agreement, shall be made available in specified locations
ninety (90) days after the Effective Date of this Agreement
and within appropriate service order windows thereafter.
Interim Number Portability shall be capable of being ordered
electronically with a target date of December 1, 1997.
9. Operational Support System
9.1 Operational Support Systems shall be available for
preordering, ordering, provisioning, maintenance, repair and
billing under the following target schedule:
9.1.1 Service Resale of POTS and Multiline Hunt Group Up
to 12 lines by 11/1/97
9.1.2 Complex Business services by 211/98
9.1.3 Interim Number Portability by 1211/97
9.1.4 Unbundled Network Platform by 1211/97
9.1.5 Other elements within the Agreement by 5/1/98 or as
agreed to by the Parties
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<PAGE>
Exhibit 10.32
AGREEMENT FOR LOCAL WIRELINE NETWORK INTERCONNECTION
Between
Citizens Telecommunication Company of California, Inc.
And
Pac-West Telecomm, Inc.
Dated: November 1, 1999
<PAGE>
AGREEMENT FOR LOCAL WIRELINE NETWORK INTERCONNECTION
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
SECTION 1. RECITALS AND PRINCIPLES 1
SECTION 2. GENERAL DEFINITIONS 1
SECTION 3. NETWORK INTERCONNECTION 3
SECTION 4. AUDIT CLAUSE 9
SECTION 5. DISPUTE RESOLUTION 9
SECTION 6. FORCE MAJEURE 9
SECTION 7. COMMISSION DECISION 10
SECTION 8. REGULATORY CHANGES 10
SECTION 9. REGULATORY APPROVAL 10
SECTION 10. YEAR 2000 COMPLIANCE 10
SECTION 11. INTEGRATION 12
SECTION 12. TERM OF AGREEMENT 12
SECTION 13. EFFECTIVE DATE 12
SECTION 14. AMENDMENT OF AGREEMENT 12
SECTION 15. LIMITATION OF LIABILITY 12
SECTION 16. INDEMNITY 12
SECTION 17. ASSIGNMENT 13
SECTION 18. CONTROLLING LAW 13
SECTION 19. DEFAULT 13
SECTION 20. NONDISCLOSURE 13
SECTION 21. EXECUTION IN DUPLICATE 14
SECTION 22. NOTICES 14
ATTACHMENT A - INTERCONNECTION TRUNKING ARRANGEMENTS
AND SPECIFIED POINTS OF INTERCONNECTION
ATTACHMENT B - GRADE OF SERVICE REQUIREMENTS
</TABLE>
<PAGE>
AGREEMENT FOR
NETWORK INTERCONNECTION
This Agreement For Local Wireline Network Interconnection ("Agreement") made
this 1st day of November, 1999, is by and between Citizens Telecommunications
Company of California, Inc. a California corporation, having its principal place
of business at 8920 Emerald Park Drive, Suite G, Elk Grove, CA 95624
("Citizens") and Pac-West Telecomm, Inc. a California corporation, having its
----------
principal place of business at 4210 Coronado Ave., Stockton, CA 95204
("Carrier"). Citizens and Carrier may also be referred to herein singularly as a
"Party" or collectively as "the Parties.
SECTION 1. RECITALS and PRINCIPLES
-----------------------
Citizens is a telecommunications company authorized to provide
telecommunications services in the State of California; and
Carrier is a telecommunications company authorized by the California Public
Utilities Commission to provide local exchange telecommunications services in
the State of California; and
The Parties have in good faith negotiated, and agreed on local interconnection
terms and conditions as set forth below; and
In consideration of the mutual provisions contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Carrier and Citizens hereby covenant and agree as follows:
SECTION 2. GENERAL DEFINITIONS
-------------------
Except as otherwise specified herein, the following definitions shall apply to
all Sections contained in this Agreement. Additional definitions that are
specific to the matters covered in a particular Section may appear in that
Section.
2.1. "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 Citizens Telecommunication
Company, Inc., dba Citizens Communications Company's FCC Tariff #5 and
appropriate Citizens state access tariffs).
2.2. "Access Service Request" ("ASR") means the industry standard forms
and supporting documentation used for ordering Access Services. The ASR will be
used to identify the specific trunking and facilities request for
interconnection.
2.3 "Automatic Number Identification" ("ANI") refers to the number
transmitted through the Network identifying the calling party
2.4. "Certified Local Exchange Company" ("CLEC") means a
telecommunication company authorized by the Commission to provide local exchange
telecommunications services in the State of California.
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2.5. "CLLI Codes" means Common Language Location Indentifier Codes
2.6. "Commission" means the Public Utilities Commission.
2.7. "DS1" is a digital signal rate of 1.544 Megabits per second ("Mbps")
2.8. "DS3" is a digital signal rate of 44.736 Mbps.
2.9. "Exchange Message Record" ("EMR") is the standard used for exchange
of telecommunications message information 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
which, defines industry standards for exchange message records.
2.10. "Interconnection" in this Agreement means only interconnection as
defined by section 251(c)(2) of the TA 1996 and refers only to the physical
linking of two networks for the mutual exchange of traffic and only for purposes
of transmitting and routing telephone exchange traffic of access traffic or
both. Interconnection does not include the transport and termination of
interexchange traffic.
2.11. "Local Exchange Routing Guide" ("LERG") is a Bellcore Reference
Document used by carriers to identify NPA-NXX routing and homing information as
well as network element and equipment designations.
2.12. "Local Exchange Service" means the provision of telephone exchange
traffic or exchange access which originates and terminates within the local
calling area as established and defined by the applicable state commission.
2.13. "Local Switched Access Service" means an offering of facilities for
the purpose of the origination or termination of traffic from or to local
exchange service customers in a given area pursuant to a Switched Access tariff.
2.14. "Multiple Exchange Carrier Access Billing" ("MECAB") refers to the
document prepared by the Billing Committee of the Ordering and Billing Forum
("OBF"), which functions under the auspices of the Carrier Liaison Committee
("CLC") of the Alliance for Telecommunications Industry Solutions ("ATIS"). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of an access service provided by two
or more LECs (including a LEC and a CARRIER), or by one LEC, in two or more
states within a single LATA.
2.15. "Multiple Exchange Carriers Ordering and Design" ("MECOD")
Guidelines for Access Services - Industry Support Interface, refers to the
document developed by the Ordering/Provisioning Committee under auspices of the
Ordering and Billing Forum ("OBF"), which functions under the auspices of the
CLC of the ATIS. The MECOD document, published by Bellcore as Special Report SR
STS-002643, establishes recommended guidelines for processing orders for access
service which is to be provided by two or more LECs (including a LEC and a
CARRIER). It is published by Bellcore as SRBDS 00983.
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<PAGE>
2.16. "Meet-Point Billing" ("MPB") refers to a billing arrangement used
when two telecommunications carriers jointly provide a Switched Access service
over Meet Point Trunks, with each carrier receiving an appropriate share of the
revenues. The access services will be billed using Switched Access rate
structures, and the carriers will decide whether a single bill or multiple bill
will be sent.
2.17. "Point of Interconnection" ("POI") means the physical location(s) at
which the Parties' networks meet for the purpose of establishing
interconnection.
2.18. "Rating Point" is the V&H coordinates associated with a particular
telephone number for rating purposes.
2.19. "Transport and Termination" denotes transmission and switching
facilities used for the exchange of traffic between interconnected carrier
networks.
2.20. "Wire Center" denotes a building or space within a building which
serves as an aggregation point on a given carrier's network, where transmission
facilities and circuits are connected or switched. Wire center can also denote
a building in which -one or more central offices, used for the provision of
Basic Exchange Services and access services, are located. However, for purposes
of interconnection service, Wire Center will mean those points eligible for such
connections as specified in the FCC Docket No. 91-141 (Expanded Interconnection
with LEC Facilities, Transport, Phase I), and rules adopted pursuant thereto.
SECTION 3. NETWORK INTERCONNECTION
-----------------------
The Parties hereto, agree to interconnect their facilities and networks for the
transport of exchange, intraLATA toll, and jointly provided switched access
services as follows:
3.1. Interconnection Trunking Arrangements
-------------------------------------
3.1.1. The Parties will interconnect their networks as specified in
the terms and conditions contained in Attachment A attached hereto and
incorporated by reference. Points of Interconnection set forth in this
Agreement, may be modified from time to time by either Party with the written
consent of the other Party, which consent will not be unreasonably withheld.
For each Citizens serving area in which Citizens has an access
tandem, the POI for interchange of traffic to and from end offices subtending
the access tandem shall be located within the boundaries of the Citizens serving
area. In any case where Citizens' end offices subtend a third party's access
tandem, interconnection between the parties' networks may, at Pac-West's option,
be established through direct connection to POIs at Citizens' end offices or
indirectly via such third party's access tandem. In such case, the POI(s) shall
be deemed to be located at the established meet point(s) of the interoffice
trunking between Citizens' end offices and such third party's access tandem.
3.1.2. For each Citizens access tandem where Carrier and Citizens
interconnect for the transport of local and intraLATA toll and meet-point
switched access traffic,
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<PAGE>
the Parties agree that there will be a single POI at the Citizens wire center or
reasonable agreed to POI location.
3.1.3. Each Party will be responsible for the engineering and
construction of its own network facilities on its side of the POI, or if the
Parties interconnect on an indirect basis, on its side of the meet point
established with the directly connecting carrier.
3.1.4. The Parties mutually agree that all interconnection facilities
will be sized according to mutual forecasts and sound engineering practice, as
mutually agreed to by the Parties during planning-forecasting meetings. The
Parties further agree that all equipment and technical interconnections will be
in conformance with all generally accepted industry standards, including all
applicable Bellcore Technical Publications with regard to facilities, equipment,
and services.
3.1.5. Interconnection will be provided via two-way trunks. Separate
two-way trunks will be established for (a) local, (b) intraLATA toll, and (c)
meet point switched access traffic. The mutually agreed upon technical and
operational interfaces, procedures, grade of service and performance standards
for interconnection between the Parties are set forth in Attachment B, attached
hereto and will conform with all generally accepted industry standards including
all applicable Bellcore Technical Publications with regard to facilities,
equipment, and services.
3.1.6. This Agreement is applicable only to Citizens' serving areas.
Citizens will not be responsible for interconnections or contracts relating to
any carrier's interconnection with any other carrier.
3.2. Testing and Trouble Responsibilities
------------------------------------
Carrier and Citizens agree that each will share responsibility for all
maintenance and repair of trunks/trunk groups. The Parties agree to:
3.2.1. Cooperatively plan and implement coordinated repair procedures
for the Meet Point and Local Interconnection Trunks and facilities to ensure
trouble reports are resolved in a timely and appropriate manner.
3.2.2. Provide trained personnel with adequate and compatible test
equipment to work with each other's technicians.
3.2.3. Promptly notify each other when there is any change affecting
the service requested, including the date service is to be started.
3.2.4. Coordinate and schedule testing activities of their own
personnel, and others as applicable, to ensure its interconnection trunks/trunk
groups are installed per the interconnection order, meet agreed upon acceptance
test requirements, and are placed in service by the due date.
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3.2.5. Perform sectionalization to determine if a trouble condition
is located in its facility or its portion of the interconnection trunks prior to
referring any trouble to each other.
3.2.6. Provide each other with a trouble reporting number to a work
center that is staffed 24 hours a day/7 days a week.
3.2.7. Immediately report to each other any equipment failure which
may affect the interconnection trunks.
3.2.8. Based on the trunking architecture, provide for mutual tests
for system assurance for the proper recording of AMA records in each company's
switch. These tests are repeatable on demand by either Party upon reasonable
notice.
3.3. Interconnection Forecasting.
---------------------------
3.3.1. The Parties will establish joint forecasting responsibilities
for traffic utilization over trunk groups. Orders for trunks that exceed
forecasted quantities for forecasted locations will be accommodated as
facilities and/or equipment are available. Intercompany forecast information
will be provided by the Parties to each other twice a year.
3.3.2. The forecasts will include the number, type and capacity of
trunks as well as a description of major network projects anticipated for the
following six months. Major network projects include trunking or network
rearrangements, shifts in anticipated traffic patterns, or other activities that
are reflected by a significant increase or decrease in trunking demand for the
following forecast period. The Parties agree to jointly plan for the effects of
other traffic on their networks, including issues of network capacity,
forecasting and compensation calculation.
3.3.3. If a trunk group is under 75 percent of centum call seconds
capacity on a monthly average basis for each month of any six month period,
either Party may issue an order to resize the trunk group, which will be left
with not less than 25 percent excess capacity. In all cases, grade of service
objectives identified in Attachment B hereto, will be maintained.
3.3.4. All requests by Carrier to Citizens to establish, add, change,
or disconnect trunks will be made in writing.
3.4. Reciprocal Compensation For the Transport and Termination of
------------------------------------------------------------
Interchanged Traffic.
- ---------------------
3.4.1. The Parties agree to reciprocally compensate each other for
the transport and termination of local exchange traffic in accordance with the
provisions of this section. The Parties will measure local exchange traffic
between them and will use such measure to determine the compensation due, if
any. Each Party will be responsible for the measurement of traffic originating
on its network. Each Party shall calculate terminating interconnection minutes
of use based on standard Automatic Message Accounting (*AMA) recordings made
within each Party's network. Measurement of minutes of use shall be in
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actual conversation seconds. The total conversation seconds will be totaled for
the entire monthly bill-round and then rounded to the next whole minutes. Each
Party shall provide to the other, within 15 calendar days after the end of each
calendar quarter, a usage report showing the total volume, in minutes of use, of
local exchange traffic delivered to the other Party for completion. The Party
delivering the greater amount of local exchange traffic to the other for
termination shall pay the other Party, for all minutes of use in excess of the
number of minutes delivered to it by the other Party, reciprocal compensation
based on the rates specified in this Agreement. Such payment shall be made
within 30 days of the Party's receipt of the other Party's billing for such
compensation.
Until such time as the Commission has established new rates for
Citizens pursuant to 47 C.F.R. (S) 51.705(a)(1) or 51.705(a)(3), as
applicable, the rates for reciprocal compensation shall be as follows.
Local Call Termination: $ 0.002 per minute of use
Transport: The rates for dedicated interoffice facilities shall be
equal to those set forth in Citizens' FCC Tariff No. 1. For comparable
entrance facilities or direct-trunked transport.
The rates for shared interoffice facilities shall be equal to the
weighted per-minute equivalent DS1 and DS3 interoffice dedicated transmission
links rates that reflect the relative number of DS1 and DS3 circuits used in the
tandem to end office links (or a surrogate based on the proportion of copper and
fiber facilities in the interoffice network), calculated using a loading factor
of 9,000 minutes per month per voice-grade circuit, as described in 47 C.F.R.
(S) 69.112.
3.4.2. Each Party will provide the other with necessary electronic
signalling data necessary to bill terminating traffic (including ANI). The
Parties agree to use industry standard Feature Group D signalling as described
in Citizens' FCC Tariff No.1, which are hereby incorporated by reference.
3.4.3. Compensation for use of facilities for interconnection will be
billed by the providing carrier according to tariffed rates as specified in
Citizens' FCC Tariff No. 1 based on the proportion of trunk capacity used by the
other carrier to send traffic that terminates on the providing carrier's
network, as measured during peak periods.
3.4.4. Late payment charges for interconnection charges will be
assessed as described in each Party's tariffs and specified in Citizens' FCC
Tariff No. 1.
3.4.5. A Maintenance of Service charge applies whenever either Party
requests the dispatch of the either Party's personnel for the purpose of
performing maintenance activity on the interconnection trunks, and any of the
following conditions exist:
3.4.5.1. No trouble is found in the interconnection trunks; or
3.4.5.2. The trouble condition results from equipment, facilities
or systems not provided by the Party whose personnel were dispatched; or
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3.4.5.3. Trouble clearance did not otherwise require a dispatch,
and upon dispatch requested for repair verification, the interconnection trunk
does not exceed maintenance limits.
If a Maintenance of Service initial charge has been applied and trouble is
subsequently found in the facilities of the Party whose personnel were
dispatched, the charge will be canceled.
Billing for Maintenance of Service is based on each half-hour or fraction
thereof expended to perform the work requested. The time worked is categorized
and billed at one of the following three rates: (1) basic time; (2) overtime; or
(3) premium time as defined in Citizens' FCC Tariff No. 1.
3.5. Interim Service Provider Number Portability
-------------------------------------------
3.5.1. Description of Service
----------------------
3.5.1.1. Interim Service Provider Number Portability
("ISPNP") is a service arrangement that can be provided by Citizens to CARRIER
or by CARRIER to Citizens. Although this Agreement describes Citizens to CARRIER
arrangements, CARRIER must make ISPNP available to Citizens on a reciprocal
basis under the same terms and conditions.
3.5.1.2. ISPNP allows an end user customer to transfer
service from Citizens to CARRIER and to retain their existing telephone number.
ISPNP allows incoming calls to Citizens provided telephone numbers to be routed
to the CARRIER's network for completion. ISPNP is available only for working
telephone numbers assigned to Citizens' customers who request to transfer to
CARRIER provided service.
3.5.1.3. Citizens reserves the right to determine the type
of serving arrangement used to redirect ISPNP calls to the CARRIER Network (e.g.
remote call forwarding ("RCF") Additional capacity for simultaneous call
forwarding is available where technically feasible on a per path basis. CARRIER
will need to specify the number of simultaneous calls to be forwarded for each
number ported.
3.5.1.4. ISPNP is subject to the following restrictions:
3.5.1.4.1. An ISPNP telephone number may be assigned by
CARRIER only to CARRIER's customers located within Citizens' local calling area
and toll rating area which is associated with the NXX of the ported number.
3.5.1.4.2. ISPNP is applicable only if CARRIER is
engaged in a reciprocal traffic exchange arrangement with Citizens.
3.5.1.4.3. Only the existing, Citizens assigned end
user telephone number may be used as a ported number for ISPNP.
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3.5.1.4.4. ISPNP will not be provided by Citizens for
Citizens' customers whose accounts are in arrears and who elect to make a change
of service provider unless and until:
Full payment for the account (including directory advertising charges associated
with the customers telephone number) is made by customer or CARRIER agrees to
make full payment on behalf of the customer.
Citizens is notified in advance of the change in service provider a Change of
Responsibility form is issued. Citizens accepts the transfer of responsibility.
3.5.1.4.5. ISPNP services shall not be resold, shared
or assigned by CARRIER.
3.5.1.4.6. ISPNP is not offered for NXX Codes 555, 976,
960 and 1+ sent-paid telephones, and Service Access Codes (i.e. 500, 700,
800/888, 900). ISPNP is not available for FGA seven-digit numbers, including
foreign exchange (FEX), FX and FX/ONAL and foreign Central Office Service, as
well as restrictions that may apply for unique services; e.g., DID, hunting
arrangements. Furthermore, ISPNP numbers may not be used for mass calling
events.
3.5.1.4.7. The ported telephone number will be returned
to the originating company when the service associated with the ported number is
disconnected. The company assigned the ported number may not retain it and
reassign it to another customer. The normal intercept announcement will be
provided by Citizens for the period of time until the telephone number is
reassigned by Citizens.
3.5.2. Customer of Record
-------------------
3.5.2.1. CARRIER will become the customer of record for the
ported telephone number.
3.5.2.2. CARRIER will be responsible for all future charges
associated with the ISPNP arrangement including collect, third number billed
calls and any other calls charged to the Citizens provided telephone number.
3.5.3. Ordering and Maintenance
------------------------
3.5.3.1. CARRIER is responsible for all dealings with and on
behalf of CARRIER's End Users, including all end user account activity, e.g. end
user queries and complaints.
3.5.3.2. CARRIER is responsible for obtaining a Letter of
Authorization (LOA) from each End User requesting a transfer of the end users
telephone number from Citizens to CARRIER.
3.5.3.3. If an End User requests transfer of service from
CARRIER back to Citizens, Citizens may rely on that End User request to cancel
the ISPNP service.
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3.5.3.4. Certain features are not available with for ISPNP
telephone numbers. Calling party information passed to the CARRIER network may
reflect the Citizens provided telephone number.
3.5.3.5. CARRIER's designated ISPNP switch must return answer
and disconnect supervision to Citizens' switch.
SECTION 4. AUDIT CLAUSE
------------
Either Party may conduct an audit of the other Party's books and records, no
more frequently than once per twelve (12) month period, to verify the other
Party's compliance with provisions of this Agreement. Any audit shall be
performed as follows: (i) following at least forty (45) days prior written
notice to the audited Party; (ii) subject to the reasonable scheduling
requirements and limitations of the audited Party; (iii) at the auditing Party's
sole cost and expense; (iv) of a reasonable scope and duration; (v) in a manner
so as not to interfere with the audited Party's business operations.
SECTION 5. DISPUTE RESOLUTION
------------------
The Parties agree that in the event of a default or violation here under, or for
any dispute arising under this Agreement or related agreements, the Parties will
first confer to discuss the dispute and seek resolution prior to taking any
action before any court or regulator, or before authorizing any public statement
about or authorizing disclosure of the nature of the dispute to any third party.
Such conference will occur at least at the Vice President level for each Party.
In the case of Citizens, its Vice President for Interconnection, or equivalent
officer, will participate in the meeting, and for Carrier, its Vice President,
or equivalent officer, will participate.
In the event the Parties are unable to resolve the dispute through conference,
the Parties agree to employ the dispute resolution procedures established by the
Commission.
SECTION 6. FORCE MAJEURE
-------------
If the performance of the Agreement, or any obligation hereunder is prevented,
restricted or interfered with by reason of any of the following:
6.1. Fire, explosion, flood, earthquake, hurricane, cyclone, tornado,
storm, epidemic, breakdown of plant or power failure;
6.2. War, revolution, civil commotion, acts of public enemies, blockade
or embargo;
6.3. Any law, order, proclamation, regulation, ordinance, demand or
requirement of any government or any subdivision, authority, or representative
of any such government;
6.4 Labor difficulties, such as strikes, picketing or boycotts;
6.5. Delays caused by other service or equipment vendors;
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6.6. Any other circumstance beyond the reasonable control of the Party
affected; then the Party affected, upon giving prompt notice to the other Party,
will be excused from such performance on a day-for-day basis to the extent of
such prevention, restriction, or interference (and the other Party will likewise
be excused from performance of its obligations on a performance so prevented,
restricted or interfered with); provided that the Party so affected will use its
reasonable best efforts to avoid or remove such causes of nonperformance and
both Parties will proceed to perform with dispatch whenever such causes are
removed or cease.
SECTION 7. COMMISSION DECISION
-------------------
This Agreement will at all times be subject to such review by the Commission or
FCC as permitted by the Telecommunications Act of 1996. If any such review
renders the Agreement inoperable or creates any ambiguity or requirement for
further amendment to the Agreement, the Parties agree to negotiate in good faith
to agree upon any necessary amendments to the Agreement.
SECTION 8. REGULATORY CHANGES
------------------
Either Party may request an amendment to take into account any changes in FCC or
Commission rules and requirements, including changes resulting from judicial
review of applicable regulatory decisions.
SECTION 9. REGULATORY APPROVAL
-------------------
The Parties agree to jointly file this Agreement with the Commission and to
fully cooperate with each other in obtaining Commission approval.
This agreement was adopted pursuant to arbitration under 47 U.S.C. section 252
in Commission Docket No. A.99-02-002. The provisions hereof shall be construed
in accordance with, and be subject to, the Commission's decisions in that
docket.
SECTION 10. YEAR 2000 COMPLIANCE
--------------------
10.1 Warranty. Each party warrants and represents that all of its
critical Interconnection Assets used in interconnection and the exchange of
traffic and information with the other party, including, but not limited to
information technology and non-information technology systems and facilities and
to the extent of direct influence and control, those of its external suppliers
utilized by each party in its business ("Interconnection Assets") will be "Year
2000 Compliant" (defined below) by no later than December 31, 1999. This
warranty will survive the expiration of any other warranty period provided for
herein. For purposes of this Agreement, the following definitions apply:
(i) "Date Data" means any data, formula, algorithm, process, input
or output which includes, calculates or represents a date, a reference to a date
or a representation of a date;
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(ii) "Year 2000 Compliant" means:
a. the functions, calculations, and other computing
processes of the Interconnection Assets (collectively, "Processes") perform in a
consistent manner regardless of the date in time on which the Processes are
actually performed and regardless of the Date Data inputs to the Interconnection
Assets, whether before, on, during or after January 1, 2000 and whether or not
the Date Data is affected by leap year;
b. the Interconnection Assets accept, calculate, compare,
sort, extract, sequence, and otherwise process all Date Data, and return and
display all Date Data, in a consistent manner regardless of the dates used in
such Date Data, whether before, on, during or after January 1, 2000;
c. the Interconnection Assets will function correctly and
without interruptions caused by the date in time on which the Processes are
actually performed or by the Date Data inputs to the Interconnection Assets,
whether before, on, during or after January 1, 2000;
d. the Interconnection Assets accept and respond to two-
digit year-date input in a manner that resolves any ambiguities as to the
century in a defined, predetermined, and appropriate manner;
e. the Interconnection Assets store and display all Date
Data in ways that are unambiguous as to the determination of the century;
f. no Date Data will cause one or more Interconnection
Assets to perform an abnormally ending routine or function within the Processes
or generate incorrect values or invalid results; and
g. each of the Interconnection Assets will properly
exchange Date Data with ALL other Interconnection Assets that it may interact or
inter-operate with as deemed necessary.
10.2 Testing Warranty. Each party warrants and represents that the
critical Interconnection Assets will be tested by that party and/or that the
party will use reasonable commercial efforts to obtain completion of testing by
the party's suppliers of Interconnection Assets to determine whether each of the
Interconnection Assets are Year 2000 Compliant. Upon one party's written
request, the other party agrees to participate in additional tests of one or
more of the critical Interconnection Assets should it be determined to not be
Year 2000 Compliant. Each party will notify the other party immediately of the
results of any test or any claim or other information that indicates any
critical Interconnection Asset is not year 2000 Compliant.
10.3 Indemnity. Each party agrees to indemnify and hold the other party
and its shareholders, officers, directors, employees, agents, successors, and
assigns harmless from and against any and all claims, suits, actions,
liabilities, losses, costs, reasonable attorneys' fees, expenses, judgments or
damages, whether ordinary, special or consequential, resulting
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from any third-party claim made or suit brought against the indemnified party or
such persons, to the extent such results from the indemnifying party's breach of
the warranties contained in this Section; provided that, as a condition
precedent to any obligation on the part of a party to indemnify and hold
harmless the other party or any other person under this Section, the other party
must notify the indemnifying party in writing of any such claim or suit within
ten (10) days of its first having received any notice thereof. After receipt of
such notice from the other party, the indemnifying party shall acknowledge in
writing to the other party within ten (10) days its obligation under this
Section with respect to such claim or suit and, upon doing so, may take control
of the investigation and defense of such claim or suit to the extent consistent
with such acknowledgement and, subject to the consent of the other party, which
may not unreasonably be withheld, may enter into a settlement or compromise
thereof on behalf of itself and the other party. The other party shall cooperate
in such investigation and defense. The other party may undertake its own defense
of any claim or suit for which the indemnifying party has failed or refused to
acknowledge its obligations under this section, but may not, without the consent
of the indemnifying party, which consent shall not unreasonably be withheld,
enter into a settlement or compromise of any such claim or suit in which the
indemnifying party is a named defendant or as to which the indemnifying party
has acknowledged partial responsibility under this Section.
10.4 Repair Obligation. To the extent that it is determined by a party,
that an Interconnection Asset is not Year 2000 compliant, the party owning or
operating that Interconnection Asset agrees to immediately formulate and
implement a written plan of action to modify the Interconnection Asset such that
it is Year 2000 complaint. Advisement of such plan of action shall be
delivered to the other party within ten (10) business days after completion of
same. As part of any such plan, the party required to modify the
Interconnection Asset shall, at its expense, commit the resources necessary to
correct any nonperformance, error or defect in a timely manner commensurate with
the nature of harm caused by the nonperformance, error or defect, and will
complete the correction not later than thirty (30) days after delivery of the
plan of action.
SECTION 11. INTEGRATION
-----------
The Parties have negotiated this Agreement as integrated document. All of the
terms and conditions herein are dependent upon the other terms and conditions
herein and no part of this Agreement would have been entered into by the Parties
without the other terms of this Agreement. No portion of this Agreement is
intended to be severable from any other part of this Agreement.
SECTION 12. TERM OF AGREEMENT
-----------------
The initial term will be for two (2) years from the Effective Date. Thereafter,
this Agreement may be renewed for successive one-year terms on the anniversary
of the Effective Date provided Carrier forwards a written request to renew to
Citizens not less than 90 days prior to the expiration date. Citizens will
provide Carrier with current prices for the services covered by this contract no
later than 30 days after receiving the written request to renew.
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SECTION 13. EFFECTIVE DATE
--------------
This Agreement will become effective upon approval by the Commission. If the
Agreement terminates, each of the parties will continue to perform its
obligation under the terminated Agreement until a successor Agreement becomes
effective.
SECTION 14. AMENDMENT OF AGREEMENT
----------------------
The Parties may mutually agree to amend this Agreement in writing. Because it
is possible that amendments to this Agreement may be needed to fully satisfy the
purposes and objectives, the Parties agree to work cooperatively, promptly, and
in good faith to negotiate and implement any such additions, changes, and/or
corrections to this Agreement. Any amendment must be made in writing.
SECTION 15. LIMITATION OF LIABILITY
-----------------------
Except as otherwise provided herein, neither Party will be liable to the other
in connection with the provision or use of services provided under this
Agreement for indirect, incidental, consequential, special damages, including
(without limitation) damages for lost profits, regardless of the form of action,
whether in contract, indemnity, warranty, strict liability, or tort.
SECTION 16. INDEMNITY
---------
Each Party will indemnify and hold the other harmless from any liabilities,
claims or demands (including the costs, expenses and reasonable attorney's fees
on account thereof) that may be made by third parties for (a) personal injuries,
including death, or (b) damage to tangible property resulting from the sole
negligence and/or sole willful misconduct of that Party, it employees or agents
in the performance of this Agreement. Each Party will defend the other at the
other's request against any such liability, claim, or demand. Each Party will
notify the other promptly of written claims or demands against such Party of
which the other Party is solely responsible hereunder.
SECTION 17. ASSIGNMENT
----------
This Agreement may not be assigned to another party without written consent of
the other Party, which consent will not be unreasonably withheld.
SECTION 18. CONTROLLING LAW
---------------
This Agreement was negotiated by the Parties in accordance with the terms of the
Telecommunications Act of 1996 and the laws of the State of California. It
----------
will be interpreted solely in accordance with the terms of the
Telecommunications Act and applicable state law.
SECTION 19. DEFAULT
-------
If either Party believes the other is in breach of this Agreement or otherwise
in violation of law, it will first give sixty (60) days notice of such breach or
violation and an opportunity for the
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allegedly defaulting Party to cure. Thereafter, the Parties will employ the
Dispute Resolution and Arbitration procedures set forth in this Agreement.
SECTION 20. NONDISCLOSURE
-------------
20.1. "Confidential Information" as used herein means any
information in written, oral, or other tangible or intangible forms which may
include, but is not limited to, ideas, concepts, know-how, models, diagrams,
flow charts, data, computer programs, marketing plans, business plans, customer
names, and other technical, financial, or business information, which is
designated as "confidential" or "proprietary" by either Party in the belief that
it contains a trade secret or other confidential research, development, or
commercial or financial information.
20.2. All written Confidential Information to be covered by this
Agreement will be identified by a restrictive legend which clearly specifies the
proprietary nature of the information.
20.3 If the Confidential Information is provided orally, it will
be deemed to be confidential or proprietary if specifically identified as such
by either Party or if the information is clearly recognizable to be of a
confidential and proprietary nature.
20.4. Any Confidential Information produced, revealed, or
disclosed by either Party to the other will be used exclusively for purposes of
the business discussions and/or negotiations, and will be kept separately from
other documents and materials.
20.5. All persons receiving access to Confidential Information
will not disclose it nor afford access to it to any other person not
specifically authorized by this Agreement to obtain the Confidential
Information, nor will such Confidential Information be used in any other manner
or for any other purpose than as provided in this Agreement. No copies or
reproductions will be made of any Confidential Information or any part thereof,
whether by mechanical, handwritten, or any other means, without the prior
written consent of the Party providing it.
20.6. Upon request by the disclosing Party, the receiving Party
will return all tangible copies of Confidential/ Proprietary Information,
whether written, graphic or otherwise, except that the receiving Party may
retain one copy for archival purposes.
20.7. Notwithstanding any other provision of this Agreement, this
section will 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.
SECTION 21. EXECUTION IN DUPLICATE
----------------------
This Agreement may be executed in duplicate copies, and, upon said execution,
will be treated as an executed document.
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<PAGE>
SECTION 22. NOTICES
-------
Any notices required by, or concerning, this Agreement will be sent to the
Parties at the following addresses:
For Carrier: and to Citizens, addressed as follows:
Pac-West Telecomm, Inc. Citizens Communications
John F. Sumpter Attention: Interconnection Manager, West
Vice President-Regulatory Interconnection Services Dept.
4210 Coronado Avenue P.O. Box 860
Stockton, CA 95204 Palo Cedro, CA 96073
Tel:(209) 926-3136 Tele:(530) 547-2218
Fax:(209) 926-4820 Fax:(530) 547-2233
Any Invoices should be sent to:
Citizens Communications
Attention: Manager, Network Cost
1080 Pittsford-Victor Rd.
Pittsford, NY 14534
Tel:(716) 389-0394
Fax:(716) 389-0391
cc: Citizens Communication
Barbara Snider
7901 Freeport Blvd.
Sacramento, CA 95832
Tel: (916) 665-5335
Fax: (916) 665-5351
Each Party will inform the other in writing of any changes in the above
addresses.
The Parties have caused this Local Wireline Network Interconnection Agreement to
be executed on their behalf on the dates set forth below.
PAC-WEST TELECOMM, INC. CITIZENS TELECOMMUNICATIONS
COMPANY OF CALIFORNIA, INC.
By:_______________________________ By:_______________________________
Typed: John F. Sumpter Typed: F. Wayne Lafferty
---------------------------- ----------------------------
Title: VP-Regulatory Title: VP, Regulatory & Government
---------------------------- ----------------------------
Affair
----------
Date:_____________________________ Date: ____________________________
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<PAGE>
ATTACHMENT A
INTERCONNECTION TRUNKING ARRANGEMENTS
AND
SPECIFIED POINTS OF INTERCONNECTION
CITIZENS SERVICE CLEC POI
LOCATION (CLLI Code) RT NPA NXX
- ----------------- ------------- -------- -----------
Elk Grove, CA
- ----------------- ------------- -------- -----------
Susanville, CA
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
- ----------------- ------------- -------- -----------
Page 1
<PAGE>
ATTACHMENT B
GRADE OF SERVICE REQUIREMENTS
All Interconnection Facilities will meet Industry Standard of Engineering,
Design and Operation.
The Grade of Service for all Facilities between Citizens' End Office or Tandem
and Carrier will be engineered to achieve P.01 Grade of Service.
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<PAGE>
SECTION 22. NOTICES
-------
Any notices required by, or concerning, this Agreement will be sent to the
Parties at the following addresses:
For Carrier: and to Citizens, addressed as follows:
Pac-West Telecomm, Inc. Citizens Communications
John F. Sumpter Attention: Interconnection Manager,
Vice President-Regulatory West Interconnection Services Dept.
4210 Coronado Avenue P.O. Box 860
Stockton, CA 95204 Palo Cedro, CA 96073
Tel: (209) 926-3136 Tel: (530) 547-2218
Fax: (209) 926-4820 Fax: (530) 547-2233
Any Invoices should be sent to:
Citizens Communications
Attention: Manager, Network Cost
1080 Pittsford-Victor Rd.
Pittsford, NY 14534
Tel: (716) 389-0394
Fax: (716) 389-0391
cc: Citizens Communication
Barbara Snider
7901 Freeport Blvd.
Sacramento, CA 95832
Tel: (916) 665-5335
Fax: (916) 665-5351
Each Party will inform the other in writing of any changes in the above
addresses.
The Parties have caused this Local Wireline Network Interconnection Agreement to
be executed on their behalf on the dates set forth below.
PAC-WEST TELECOMM, INC. CITIZENS TELECOMMUNICATIONS
COMPANY OF CALIFORNIA, INC.
By: /s/ John F. Sumpter By: /s/ F. Wayne Lafferty
------------------------------- -------------------------------
Typed: John F. Sumpter Typed: F. Wayne Lafferty
---------------------------- ----------------------------
Title: VP-Regulatory Title: VP, Regulatory & Government
---------------------------- ----------------------------
Affair
----------
Date:_____________________________ Date: 10/15/99
-----------------------------
<PAGE>
Exhibit 10.33
AGREEMENT
FOR LOCAL WIRELINE NETWORK INTERCONNECTION
AND
SERVICE RESALE
Between
Pac-West Telecomm, Inc.
and
U S WEST Communications, Inc.
For the State of
Arizona
Agreement Number
CDS-990507-0126
<PAGE>
TABLE OF CONTENTS
PART A
RECITALS .................................................................. 1
SCOPE OF AGREEMENT ........................................................ 1
DEFINITIONS ............................................................... 2
TERMS AND CONDITIONS ...................................................... 12
1. General Provisions .................................................... 12
2. Most Favored Nation Terms and Treatment ............................... 13
3. Payment ............................................................... 13
4. Taxes ................................................................. 14
5. Intellectual Property ................................................. 14
6. Severability .......................................................... 15
7. Responsibility for Environmental Contamination ........................ 15
8. Branding .............................................................. 16
9. Independent Contractor Status ......................................... 17
10. Referenced Documents ................................................. 18
11. Publicity and Advertising ............................................ 18
12. Executed in Counterparts ............................................. 18
13. Headings Not Controlling ............................................. 18
14. Joint Work Product ................................................... 18
15. Survival ............................................................. 18
16. Effective Date ....................................................... 19
17. Amendment of Agreement ............................................... 19
18. Indemnification ...................................................... 19
19. Limitation of Liability .............................................. 20
20. Term of Agreement .................................................... 21
21. Governing Law ........................................................ 21
22. Cancellation Charges ................................................. 21
23. Regulatory Approvals ................................................. 21
24. Compliance ........................................................... 22
25. Force Majeure ........................................................ 22
26. Escalation Procedures ................................................ 23
27. Dispute Resolution ................................................... 23
28. Nondisclosure ........................................................ 24
29. Notices .............................................................. 26
30. Assignment ........................................................... 26
31. Warranties ........................................................... 27
32. Default .............................................................. 27
33. Remedies ............................................................. 28
34. Waivers .............................................................. 28
35. No Third Party Beneficiaries ......................................... 28
<PAGE>
PART A
36. Physical Security ................................................... 29
37. Network Security .................................................... 29
38. Revenue Protection .................................................. 30
39. Law Enforcement Interface ........................................... 30
40. Collocation ......................................................... 30
41. Technical References - Collocation .................................. 41
42. Number Portability .................................................. 41
43. Dialing Parity ...................................................... 48
44. Directory Listings .................................................. 49
45. [intentionally left blank for numbering consistency] ................ 52
46. U S WEST Dex Issues ................................................. 52
47. Access to Poles, Ducts, Conduits, and Rights of Way ................. 52
48. Bona Fide Request Process for Further Unbundling .................... 57
49. Audit Process ....................................................... 59
50. Miscellaneous Services .............................................. 61
51. Unused Transmission Media ........................................... 76
52. Service Standards ................................................... 78
53. Entire Agreement .................................................... 80
54.Reservation of Rights ............................................... 81
ATTACHMENTS
Attachment 1 Rates and Charges
Attachment 2 Resale
Attachment 3 Unbundled Access/Elements
Attachment 4 Interconnection
Attachment 5 Business Process Requirements
Attachment 6 Electronic Interfaces
Attachment 7 Implementation Schedule
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This Interconnection Agreement (this 'Agreement"), effective upon
Commission approval (the "Effective Date"), is entered into by and between
Pac-West Telecomm, Inc. ("Pac-West"), a California and U S WEST Communications,
Inc., ("US WEST") a California corporation, to establish the rates, terms and
conditions for local interconnection, local resale, and the purchase of
unbundled network elements (individually referred to as the "service" or
collectively as the "services").
RECITALS
WHEREAS, pursuant to this Agreement, Pac-West and U S WEST will extend
certain arrangements to one another within each LATA in which they both operate
within Arizona. This Agreement is a combination of agreed terms and terms
imposed by arbitration under Section 252 of the Communications Act of 1934, as
modified by the Telecommunications Act of 1996, the rules and regulations of the
Federal Communications Commission, and the orders, rules and regulations of the
Arizona Corporation Commission; and as such does not necessarily represent the
position of either Party on any given issue; and
WHEREAS, the Parties wish to interconnect their local exchange networks
in a technically and economically efficient manner for the transmission and
termination of calls, so that subscribers of each can seamlessly receive calls
that originate on the others network and place calls that terminate on the
others network, and for Pac-West's use in the provision of exchange access
("Local Interconnection"); and
WHEREAS, Pac-West wishes to purchase Telecommunications Services for
resale to others, and U S WEST is willing to provide such services; and
WHEREAS, Pac-West wishes to purchase on an unbundled basis Network
Elements, Ancillary Services and Functions and additional features separately or
in any Combination, and to use such services for itself or for the provision of
its Telecommunications Services to others, and U S WEST is willing to provide
such services;
Now, therefore, in consideration of the terms and conditions contained
herein, Pac-West and U S WEST hereby mutually agree as follows:
SCOPE OF AGREEMENT
A. This Agreement specifies the rights and obligations of each Party
with respect to the purchase and sale of Local Interconnection, Local Resale and
Network Elements in the LATAs in Arizona where U S WEST operates.
B. In the performance of their obligations under this Agreement, the
Parties shall act in good faith and consistently with the intent of the Act
Where notice, approval or similar action by a Party is permitted or required by
any provision of this Agreement (including, without limitation, the obligation
of the Parties to further negotiate the resolution of new or open issues under
this Agreement) such action shall not be unreasonably delayed, withheld or
conditioned.
C. U S WEST will provide Pac-West with at least the level of service
quality or performance of obligations under this Agreement as U S WEST provides
itself or any other Person with respect to all Telecommunications Services,
Local Interconnection, Services for Resale, and Network Elements as applicable
and shall provide such level of service quality or performance of service
obligations in accordance with the specific requirements agreed to in Attachment
5.
D. U S WEST shall provide to Pac-West Services for Resale that are equal
in quality, subject to the same conditions (including the conditions in U S
WEST's effective tariffs which are not otherwise
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inconsistent with the terms and conditions contained herein), within the same
provisioning time intervals that U S WEST 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.
E. Each Network Element provided by U S WEST 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 U S WEST provides to itself, U S WEST's own subscribers, to a U S
WEST Affiliate or to any other entity.
F. 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.
G. If a Party makes a change in its network which it believes will
materially affect the interoperability of its network with that of the other
Party, the Party making the change shall provide advance notice of such change
to the other Party in accordance with applicable FCC or Commission regulations.
H. In accordance with Section 251 (c)(5) of the Act and the rules and
regulations established by the FCC and the Commission, the Parties shall provide
reasonable notice of changes in the information necessary for the transmission
and routing of services using that local exchange carrier's facilities or
network, as well as of any other changes that would affect the interoperability
of those facilities and networks.
I. Except as otherwise provided for in Section 8 of Attachment 2, U S
WEST shall not discontinue or refuse to provide any service required hereunder
without Pac-West's prior written agreement in accordance with Section 17 of this
Part A of this Agreement, nor shall U S WEST reconfigure, reengineer or
otherwise redeploy its network in a manner which would materially 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. U S
WEST agrees that all obligations undertaken pursuant to this Agreement,
including, without limitation, performance standards, intervals, and technical
requirements are material obligations hereof and that time is of the essence.
DEFINITIONS
Certain terms used in this Agreement shall have the meanings set forth
herein or as otherwise elsewhere defined throughout this Agreement. Other terms
used but not defined herein will have the meanings ascribed to them in the Act
and the FCC's rules and regulations.
"911 Service" means a universal telephone number which gives the public direct
access to the Public Safety Answering Point (PSAP). Basic 911 service collects
911 calls from one or more local exchange switches that serve a geographic area.
The calls are then sent to the correct authority designated to receive such
calls.
"911 Site Administrator" is a person assigned by Pac-West to establish and
maintain 911 service location information for its subscribers.
"Access Services" refers to interstate and intrastate switched access and
private line transport services.
"Pac-West" means Pac-West Communications International, Inc. and any Affiliates,
subsidiary companies or other entities performing any of the obligations of
Pac-West set forth in this Agreement.
"Act" means the Communications Act of 1934 (47 U.S.C. Section 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 by the
Commission.
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"ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission technology
which transmits an asymmetrical digital signal using one of several transmission
methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).
"Affiliate" is an entity, as defined in the Act, that directly or indirectly
owns or controls, is owned or controlled by, or is under common ownership or
control with, another entity. For the purposes of this Agreement, "own" or
"control" means to own an equity interest (or equivalent) of at least ten
percent (10%), or the right to control the business decisions, management and
policy of another entity performing any of the obligations set forth in this
Agreement.
"AIN" ("Advanced Intelligent Network") is a network functionality that permits
specific conditions to be programmed into a switch which, when met, directs the
switch to suspend call processing and to receive special instructions for
further call handling instructions in order to enable carriers to offer advanced
features and services.
"AIN Services" means architecture and configuration of the AIN Triggers within
the SCP as developed and/or offered by U S WEST to its customers.
"ALI" (Automatic Location Identification) is a database developed for E911
systems that provides for a visual display of the caller's telephone number and
address, and the names of the emergency response agencies responsible for that
address. The ALI also shows an Interim Number Portability (INP) number, if
applicable.
"ALI/DMS" (Automatic Location Identification/Data Management System) means the
emergency service (E911/91 1) database containing subscriber location
information (including name, address, telephone number, and sometimes special
information from the local service provider) used to determine to which Public
Safety Answering Point (PSAP) to route the call.
"AMA" means the Automated Message Accounting structure that initially records
telecommunication message information. AMA format is contained in the Automated
Message Accounting document, published by Bellcore as GR-1 100-CORE, which
defines the industry standard for message recording.
"Ancillary Services" or "Ancillary Functions" means, collectively, the
following: (1) Collocation as described in Section 40; (2) access to poles,
ducts, conduits and rights of way as described in Section 47; (3) unused
transmission media as described in Section 51; (4) Directory Listings as
described in Section 44; (5) E911 as described in Section 50.1; (6) Directory
Assistance Service as described in Section 50.2; (7) Operator Services as
described in Section 50.3; (8) Directory Assistance and Listings services
requests as described in Section 50.4; and (9) directory assistance data as
described in Section 50.5.
"ANI" (Automatic Number Identification) is a feature that identifies and
displays the number of a telephone that originates a call.
"ARS" (Automatic Route Selection) is a service feature that provides for
automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.
"ASR" (Access Service. Request) means the industry standard forms and supporting
documentation used for ordering Access Services. The ASR may be used to order
trunking and facilities between Pac-West and U S WEST for Local Interconnection.
"BLV/BLI" (Busy Line Verify/Busy Line Interrupt) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a telephone call.
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"Business Day" means any day Monday through Friday except for mutually agreed to
holidays.
"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF. The Carrier Access Billing System
document is published by Bellcore in Volumes 1, 1A. 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001 868, SR-OPT-001 1869, SR-OPT-001871, SR-OPT- SR-OPT-001873,
SR-OPT-001874, and SR-OPT-001875, respectively, and contains the recommended
guidelines for the billing of access and other connectivity services.
"Calling Party Number" or "CPN" is a CCS parameter which refers to the number
transmitted through a network identifying the calling party.
"CCS" (Common Channel Signaling) means a method of digitally transmitting call
set-up and network control data over a digital signaling network fully separate
from the public switched telephone network that carries the actual call.
"Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
(a) "End Office Switches" which are used to terminate Customer
station loops for the purpose of interconnecting to each other
and to trunks;
(b) "Tandem Office Switches" which are used to connect and switch
trunk circuits between and among other Central Office Switches.
Access tandems provide connections for exchange access and toll
traffic while local tandems provide connections for local/EAS
traffic; or
(c) Combination End Office/Tandem Office Switches.
"Centrex", including Centrex Plus, means a Telecommunications Service that uses
central office switching equipment for call routing to handle direct dialing of
calls and to provide numerous private branch exchangelike features.
"Charge Number' is a CCS parameter which refers to the number transmitted
through the network identifying the billing number of the calling party.
"CLASS" (Bellcore Service Mark) is a set of call-management service features
that utilize the capability to forward a calling party's number between end
offices as part of call setup. Features include Automatic Callback, Automatic
Recall, Caller ID, Call Trace, and Distinctive Ringing.
"Combinations" means provision by U S WEST of two or more connected Network
Elements ordered by Pac-West to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by Pac-West, subject to restrictions, if any, imposed by the
Commission.
"Commission" means the Arizona Corporation Commission.
"Competitive Local Exchange Carrier" or "CLEC" means an entity authorized to
provide Local Exchange Service that does not otherwise qualify as an incumbent
LEC.
"Conduit" means a tube or protected pathway that may be used to house
communication or electrical cables. Conduit may be underground or above ground
(for example, inside buildings) and may contain one or more innerducts.
"Confidential Information" has the meaning set forth in Section 28 of Part A of
this Agreement.
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"Contract Year" means a twelve (12) month period during the term of this
Agreement commencing on the Effective Date and each anniversary thereof.
"Control Office" is an exchange carrier center or office designated as its
company's single point of contact for the provisioning and maintenance of its
portion of local interconnection arrangements.
"Custom Calling Features" is a set of call-management service features available
to residential and business subscribers including call-waiting, call-forwarding
and three-party calling.
"Customer" means a third-party (residence or business) that subscribes to
Telecommunications Services provided by either of the Parties.
"DBMS" (Database Management System) is a computer system used to store, sort,
manipulate and update the data required to provide, for example, selective
routing and ALI.
"Databases" are the Network Elements that provide the functionality for storage
of, access to, and manipulation of information required to offer a particular
service and/or capability. Databases include, but are not limited to: Number
Portability, LIDB, Toll Free Number Database, Automatic Location
Identification/Data Management System, and AIN.
"Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy, including, but not limited to:
"Digital Signal Level 0" or "DS-0" means the 56 or 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
"Digital Signal Level 1 or "DS-1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS-1 is the initial
level of multiplexing.
"Digital Signal Level 3" or "DS-3" means the 44.736 Mbps third-level in
the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS-3 is defined as the third level
of multiplexing.
"Directory Assistance Database" refers to any set of subscriber records used by
U S WEST in its provision of live or automated operator-assisted directory
assistance including, but not limited to, 411, 555-1212, NPA555-1212.
"Directory Assistance Service" provides Listings to callers. Directory
Assistance Service may include the option to complete the call at the caller's
direction.
"Directory Listings" or "Listings" refers to subscriber information, including,
but not limited to, name, address and phone numbers, in Directory Assistance
Service or directory products.
"Discloser" means that Party to this Agreement which has disclosed Confidential
Information to the other Party.
"E911" (Enhanced 911 Service) means a telephone communication service which will
automatically route a call dialed "911" to a designated Public Safety Answering
Point (PSAP) attendant and will provide to the attendant the calling party's
telephone number and, when possible, the address from which the call is being
placed, and the emergency response agencies responsible for the location from
which the call was dialed.
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"E911 Message Trunk" is a dedicated line, trunk or channel between two central
offices or switching devices which provides a voice and signaling path for E911
calls.
"Extended Area Service" ("EAS") is intraLATA traffic treated as "local" traffic
between exchanges (rather than as "toll" traffic) as established by the
Commission and as reflected in the effective U S WEST tariffs.
"Effective Date" is the date, indicated in the Preamble, on which this Agreement
shall become effective.
"Emergency Response Agency" is a governmental entity authorized to respond to
requests from the public to meet emergencies.
"EMR" means the Exchange Message Record System used among LECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data. EMR format is contained in BR-010-200-010 CRIS
Exchange Message Record, published by Bellcore, which defines the industry
standard for exchange message records.
"ESN" (Emergency Service Number) is a number assigned to the ALI and selective
routing databases for all subscriber telephone numbers. The ESN designates a
unique combination of fire, police and emergency medical service response
agencies that serve the address location of each in-service telephone number.
"FCC" means the Federal Communications Commission.
"FCC Interconnection Order" is the Federal Communications Commission's
First Report and Order in CC Docket No. 96-98 released August 8, 1996, as
effective.
"Fiber-Meet" means an interconnection architecture method whereby the Parties
physically interconnect their networks via an optical fiber interface (as
opposed to an electrical interface) at a mutually agreed upon location.
"Gateway" (ALI Gateway) is a telephone company computer facility that interfaces
with Pac-West's 911 administrative site to receive Automatic Location
Identification (ALI) data from Pac-West. Access to the Gateway will be via a
dial-up modem using a common protocol.
"HDSL" or "High-Bit Rate Digital Subscriber Line" means a two-wire or four-wire
transmission technology which typically transmits a DS-1-level signal (or,
higher level signals with certain technologies), using, for example, 2 Binary/1
Quartenary ("281Q").
"ILEC" means the incumbent local exchange carrier.
"Information Service Traffic" means traffic which originates on a local access
line and which is addressed to an information service provider.
"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal impairment of quality, reliability, or convenience when remaining at
their current location or changing their location within the geographic area
served by the initial carriers serving central office.
"Integrated Digital Loop Carrier"("IDLC") means a digital subscriber loop
carrier system which interfaces with the switch digitally at a DS-1 (1.544Mbps)
or higher level.
"Integrated Services Digital Network" or "ISDN" means a switched network service
that provides end-to-end digital connectivity for the simultaneous transmission
of voice and data. Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data
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channel (2B+D). Primary Rate Interface-ISDN (PRI-ISDN) provides for a digital
transmission of twenty-three (23) 64 Kbps bearer channels and one 64 Kbps data
channel (23B+D).
"Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of telephone exchange
service traffic and exchange access traffic.
"IXC" (Interexchange Carrier) means a provider of interexchange
Telecommunications Services.
"LATA" means Local Access Transport Area.
"LEC" means local exchange carrier.
"LIDB" (Line Information Data Base(s)) is a SCP database that provides for such
functions as calling card validation for telephone line number cards issued by
LECs and other entities and validation for collect and billed-to-third services.
"Local Interconnection" shall have the meaning set forth in the Recitals to this
Agreement.
"Local Resale," "Services for Resale" or "Resale Services" means, collectively,
Telecommunications Services and service functions provided by U S WEST to
Pac-West pursuant to Attachment 2 of this Agreement.
"Local Traffic" is intraLATA traffic within an exchange that is treated as toll
free traffic as established by the Commission and as reflected in the effective
tariffs of U S WEST.
"Loop" is a transmission facility between a distribution frame, or its
equivalent, in a U S WEST central office or wire center, and the Network
Interface Device (as defined herein) or network interface at a subscriber's
premises, to which Pac-West is granted exclusive use. This includes, but is not
limited to, two-wire and fourwire analog voice-grade loops, and two-wire and
four-wire loops that are conditioned to transmit the digital signals needed to
provide ISDN, ADSL, HDSL, and DS-1 level signals. A Loop may be composed of the
following components:
Loop Concentrator/Multiplexer
Loop Feeder
Network Interface Device (NID)
Distribution
"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 or transmission facility.
"MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB) document
prepared by the Billing Committee of the Ordering and Billing Forum, which
functions under the auspices of the Carrier Liaison Committee (CLC) of the
Alliance for Telecommunications Industry Solutions (ATIS). The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains the recommended
guidelines for the billing of an Access Service provided by two or more LECs
(including a LEC and a CLEC), or by one LEC in two or more states within a
single LATA.
"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, which functions under the auspices of the Carrier Liaison
Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS)
The MECOD document, published by Bellcore as Special Report SR STS-002643,
establishes recommended guidelines for
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processing orders for Access Service which is to be provided by two or more LECs
(including a LEC and a CLEC). It is published by Bellcore as SRBDS 00983.
"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and Pac-West) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or Pac-West) receiving an appropriate
share of the access element revenues.
"Mid-Span Meet" is a point of interconnection between two networks, designated
by two Telecommunications Carriers, at which one carriers responsibility for
service begins and the other carriers responsibility ends.
"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an E911 service. It includes an alphabetical list of the street names,
high-low house number ranges, community names, and emergency service numbers
provided by the counties or their agents to U S WEST.
"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.
"NENA" (National Emergency Number Association) is an association with a mission
to foster the technological advancement, availability and implementation of 911
nationwide.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service including all features, functions and capabilities
embedded in such facility or equipment.1
"NP" (Number Portability) means the use of the Location Routing Number (LRN)
database solution to provide fully transparent NP for all subscribers and all
providers without limitation.
"NPA" (Numbering Plan Area) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP. Each NPA contains 792 possible NXX Codes.
There are two general categories of NPA, "geographic NPAs" and "NonGeographic
NPAs." A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A "NonGeographic NPA," also known as a "Service Access
Code (SAC Code)" is typically associated with a specialized Telecommunications
Service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.
"NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the North American Numbering Plan.
"OBF" means the Ordering and Billing Forum, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS).
"Operator Services" includes, but is not limited to, (1) operator handling for
call completion (e.g., collect calls); (2) operator or automated assistance for
billing after the subscriber has dialed the called number (e.g., credit card
calls); and (3) special services (e.g., BLV/BLI, emergency agency call).
"Operator Systems" is the Network Element that provides operator and automated
call handling with billing, special services, subscriber telephone listings, and
optional call completion services.
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1 AT&T Order, page 11, Issue 18 and MCIm Order at p. 24.
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"P.01 Transmission Grade of Service (GOS)" means a trunk facility provisioning
standard with the statistical probability of no more than one call in 100
blocked on initial attempt during the average busy hour.
"PLU" (Percent Local Usage) is a calculation which represents the ratio of the
local minutes to the sum of local and intraLATA toll minutes between exchange
carriers sent over Local Interconnection trunks. Directory assistance, BLV/BLI,
900, 976, transiting calls from other exchange carriers and switched access
calls are not included in the calculation of PLU.
"Party" means either U S WEST or Pac-West and "Parties" means U S WEST and
Pac-West.
"Person" means, collectively, an Affiliate, subsidiary, Customer, end user and
subscriber of U S WEST.
"Point of Interconnection" or "POI" means the physical point that establishes
the technical interface, the test point, where applicable, and the operational
responsibility hand-off between Pac-West and U S WEST for the local
interconnection of their networks for the mutual exchange of traffic.
"Point of Interface" is the physical point where Pac-West hands off transmission
media to the U S WEST provided entrance facility associated with a collocation
arrangement for the purpose of connecting the entrance facility to some point
located within U S WEST's premises.
"Pole Attachment" means the connection of a facility to a utility pole. Some
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.
"POP" means an IXC's point of presence.
"Port" means a termination on a Central Office Switch that permits Customers to
send or receive Telecommunications Services over the public switched network,
including switch features or switching functionality.2
"Premium Listing", such as additional, foreign, cross reference, informational,
non-listed, privacy, etc. are as described in the U S WEST general exchange
Listing tariff.
"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscribers main telephone number and other content such as name
and address, which each Pac-West residence or business subscriber is entitled to
receive in the white pages directory published by U S WEST Dex at no charge from
U S WEST Communications. Where U S WEST business end users are entitled to
receive a courtesy Listing in the yellow pages section of any directory
published on U S WEST's behalf, Pac-West's business customers will receive the
same entitlement.
"Proprietary Information" shall have the same meaning as Confidential
Information.
"PSAP" (Public Safety Answering Point) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.
"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or Pac-West, 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 U S WEST or
Pac-West will provide
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2 AT&T Order, page 11, Issue 18 and MCIm Order at p. 24.
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basic exchange Telecommunications Services bearing the particular NPA-NXX
designations associated with the specific Rate Center. The Rate Center Point
must be located within the Rate Center Area.
"Rating Point" means the point at which transport mileage is calculated for the
termination of calls. Each Party shall establish its own Rating Point(s) for its
own services.
"Real Time" means the actual time in which an event takes place, with the
reporting on or the recording of the event simultaneous with its occurrence.
"Recipient" means that Party to this Agreement (1) to which Confidential
Information has been disclosed by the other Party, or (2) who has obtained
Confidential Information in the course of providing services under this
Agreement.
"Reseller" is a category of Telecommunications Services providers who obtain
Telecommunications Services from another provider through the purchase of
wholesale priced services for resale to their end user subscribers.
"Routing Point" means a location which U S WEST or Pac-West has designated on
its own network as the homing (routing) point for traffic inbound to basic
exchange Telecommunications Services provided by U S WEST or Pac-West which bear
a certain NPA-NXX designation. The Routing Point is employed to calculate
mileage measurements for the distance-sensitive transport element charges of
Switched Access Services. Pursuant to Bellcore Practice BR 795-100-100, the
Routing Point maybe 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 by any alphanumeric A-Z or 0-9.
The Routing Point need not be the same as the Rate Center Point, nor must it be
located within the Rate Center Area, but must be in the same LATA as the NPA
"ROW" (Right of Way) means the right to use the land or other property owned,
leased, or controlled by another party to place poles, conduits, cables, other
structures and equipment, or to provide passage to access such structures and
equipment. A ROW may run under, on, or above public or private property
(including air space above public or private property) and may include the right
to use discrete space in buildings, building complexes or other locations.
"SAG" (Street Address Guide) is a database containing an alphabetical list of
street names, high-low house number ranges, descriptive addresses, community
names, tax codes, subscriber names, telephone numbers, NXXs, central office
names, CLLI and other information maintained by U S WEST.
"SECAB" means the Small Exchange Carrier Access Billing document prepared by the
Billing Committee of the OBF. The Small Exchange Carrier Access Billing
document, published by Bellcore as Special Report SR OPT-001856, contains the
recommended guidelines for the billing of access and other connectivity
services.
"Selective Routing" is a service which automatically routes an E911 call to the
PSAP that has jurisdictional responsibility for the service address of the
telephone from which 911 is dialed, irrespective of telephone company exchange
or wire center boundaries.
"Service Control Point" or "SCP" is a specific type of Database Network Element
functionality deployed. in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service application data (e.g., a toll free database stores
subscriber record data that provides information necessary to route toll free
calls).
"Signaling Transfer Points" or "STPs" provide functionality that enable the
exchange of SS7 messages among and between switching elements, database elements
and Signaling Transfer Points.
10
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"Switch" - See Central Office Switch.
"Switched Access", "Switched Access Service", "Switched Exchange Access Service"
or "Switched Access Traffic" are as defined in the Parties' applicable tariffs.
"Tandem Office Switches" are Class 4 switches which are used to connect and
switch trunk circuits between and among End Office Switches and other tandems.
"Tariff Services" as used throughout this Agreement refers to the applicable
Party's interstate tariffs and state tariffs, price lists, price schedules and
catalogs.
"Technically Feasible" refers solely to technical or operational concerns,
rather than economic, space, or site considerations, in accordance with the
rules and regulations of the FCC and the Commission.
"Telecommunications" means the transmission, between or among points specified
by the user, of information of the user's choosing, without change in the form
or content of the information as sent and received.
"Telecommunications Carrier" means any provider of Telecommunications Services,
except that such term does not include aggregators of Telecommunications
Services (as defined in Section 226 of the Act). A Telecommunications Carrier
shall be treated as a common carder 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.
"Telecommunications Services" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.
"Toll Traffic" is traffic that originates in one Rate Center and terminates in
another Rate Center with the exception of traffic that is rated as EAS.
"Transit Service" provides the ability for a Telecommunications Carrier to use
its connection to a local or access tandem for delivery of calls that originate
with a Telecommunications Carrier and terminate to a company other than the
tandem company, such as another Competitive Local Exchange Carrier, an existing
LEC, or a wireless car7ier. 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.
"Transit Traffic" is any traffic, other than Switched Access Traffic, that
originates from one Telecommunications Carrier's network, transits another
Telecommunications Carrier's network, and terminates to yet another
Telecommunications Carrier's network.
"TRCO" means Trouble Reporting Control Office.
"U S WEST" means U S WEST Communications, Inc. and any Affiliates, subsidiary
companies or other entities performing any of the obligations of U S WEST set
forth in this Agreement.
"Voluntary Federal Subscriber Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate federal or state regulatory body.
11
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"Wire Center" denotes, for the purposes of collocation, a building or space
within a building, that serves as an aggregation point on a given carrier's
network, where transmission facilities and circuits are connected or switched.
Wire Center can also denote a building where one or more central offices, used
for the provision of Telecommunications Services and Access Services, are
located. Wire Center shall mean those points eligible for such connections as
specified in the FCC Docket No. 91-141, and rules adopted pursuant thereto.
TERMS AND CONDITIONS
1. General Provisions
1.1 Each Party is individually responsible to provide facilities
within its network which are necessary for routing, transporting,
measuring, and billing traffic from the other Party's network and
for delivering such traffic to the other Party's network in the
standard format compatible with Pac-West's network and to
terminate the traffic it receives in that standard format or the
proper address on its network. 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.
1.2 Neither Party shall impair the quality of service to other
carriers or to either Party's Customers, and each Party may
discontinue or refuse service if the other Party violates this
provision. Upon such violation, either Party shall provide the
other Party notice of such violation, at the earliest practicable
time.
1.3 Each Party is solely responsible for the services it provides to
its Customers and to other Telecommunications Carriers.
1.3.1 The Parties recognize that equipment vendors may
manufacture telecommunications equipment that does not
fully incorporate and may deviate from industry
standards referenced in this Agreement. Due to the
manner in which individual equipment manufacturers have
chosen to implement industry standards into the design
of their products, along with differing vintages of
individual facility components and the presence of
embedded technologies pre-dating current technical
standards, some of the individual facility components
deployed within U S WEST's network, including, without
limitation, Network Elements and associated business
processes and the standards associated with the
equipment providing such Network Elements
(collectively, "Network Components"), may not adhere to
all the specifications set forth and described in the
Bellcore, ANSI, ITU and other technical and performance
standards outlined in this Agreement. Within forty-five
(45) days after the Effective Date of this Agreement,
the Parties will develop processes by which U S WEST
will inform Pac-West of deviations or planned
deviations, and the implementation date of such planned
deviations, from standards referenced in this Agreement
for Network Components that may be ordered by Pac-West.
In addition, the Parties agree that those deviations
from such standards documented by U S WEST to Pac-West
shall, to the extent permitted by FCC and Commission
rules and regulations, supersede sections of this
Agreement referencing technical standards otherwise
applicable for the affected Network Elements.
1.3.2 U S WEST agrees that in no event shall it intentionally
allow any Network Component provided by U S WEST to
Pac-West under this Agreement to perform below the
standards or deviations therefrom reflected in Section
1.3.1, except where requested by Pac-West. U S WEST
shall minimize any degradation to its equipment
relative to currently applicable service, where
reasonable in view of
12
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industry adopted performance standards and
technological developments. Written notice (the "Change
Notice") of any planned changes in standards for any
Network Component which could impact that Network
Component will be provided at least ninety (90) days
(or at the make/buy point) prior to the planned
implementation. If Pac-West notifies U S WEST of how
the proposed change may adversely impact Pac-West or
its Customers within fourteen (14) calendar days after
receipt of U S WEST's Change Notice, U S WEST and
Pac-West will schedule joint discussions to address and
attempt to resolve the matter, including, without
limitation, consideration of proposed alternatives. In
addition, if U S WEST learns that any Network Component
purchased by Pac-West under this Agreement has been
permitted (even if not intentionally) to fall
materially below the level or specification in effect
as of the Effective Date of this Agreement, U S WEST
shall inform Pac-West immediately.
1.3.3 The Parties recognize that providing a number of the
services specified in this Agreement depends upon the
"technical feasibility" of providing that service, as
that term is defined under the Act and/or by FCC or
Commission rules and decisions. If the Parties cannot
agree on whether providing a service is technically
feasible, the matter, including cost and expenses (if
any), shall be resolved through good faith negotiation
or the dispute resolution process outlined in this
Agreement.
2. Most Favored Nation Terms and Treatment
2.1 Until such time as there is a final court determination
interpreting Section 252(i) of the Act, U S WEST shall make
available to Pac-West the terms and conditions of any other
agreement for Interconnection, unbundled Network Elements and
resale services approved by the Commission under Section 252 of
the Act, in that agreement's entirety. After there is a final
court determination interpreting Section 252(i) of the Act, the
Parties agree to revise this Section 2.1 to reflect such
interpretation.3
3. Payment
3.1 In consideration of the services provided by U S WEST under this
Agreement Pac-West shall pay the charges set forth in Attachment
1 to this Agreement. The billing procedures for charges incurred
by Pac-West hereunder are set forth in Attachment 5 to this
Agreement
3.2 Amounts payable under this Agreement, unless reasonably disputed,
are due and payable within thirty (30) days after the date of U S
WEST's invoice or within twenty (20) days after receipt of the
invoice, whichever is later. If the payment due date is not a
Business Day, the payment shall be made the next Business Day.
3.3 A late payment charge of 1.5% applies to all billed balances, not
reasonably disputed, which are not paid within the applicable
time period set forth in Section 3.2 above. To the extent
Pac-West pays the billed balance on time, but the amount of the
billed balance is reasonably disputed by Pac-West, and, it is
later determined that a refund is due Pac-West, interest shall be
payable on the refunded amount in the amount of 1.5% per month.
To the extent Pac-West pays the billed balance on time, but the
amount of the billed balance is reasonably disputed by Pac-West,
and, it is later determined that no refund is due Pac-West, no
interest shall be payable on the disputed amount.
- ----------
3 MCIm Order, p. 29 and AT&T Order, p. 35.
13
<PAGE>
3.4 Late payment charges shall not be used as a "credit" to a
deposit, if any, without the express approval of U S WEST.
3.5 Unless specified otherwise in this Agreement, U S WEST shall bill
all amounts due from Pac-West for each resold service in
accordance with the terms and conditions as specified in the U S
WEST tariff.
4. Taxes
4.1 Any federal, state or local excise, sales, or use taxes
(excluding any taxes levied on income) resulting from the
performance of this Agreement shall be borne by the Party upon
which the obligation for payment is imposed under applicable law,
even if the obligation to collect and remit such taxes is placed
upon the other Party. Any such taxes shall be shown as separate
items on applicable billing documents between the Parties. The
Party so obligated to pay any such taxes may contest the same in
good faith, at its own expense, and shall be entitled to the
benefit of any refund or recovery, provided that such Party shall
not permit any lien to exist on any asset of the other Party by
reason of the contest. The Party obligated to collect and remit
taxes shall cooperate fully in any such contest by the other
Party by providing records, testimony and such additional
information or assistance as may reasonably be necessary to
pursue the contest. 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 during
the applicable reporting period.
5. Intellectual Property
5.1 Obligations of Party Requesting Access. As a condition to the
access or use of patents, copyright, 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 ("Third Party
Intellectual Property"), 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 of Third Party
Intellectual Property, make all payment, if any, in connection
with obtaining such license, and provide evidence of such
license.
5.2 Obligations of Party Providing Access. The Party providing access
shall provide a list of all known and necessary Third Party
Intellectual Property applicable to the other Party, and take all
necessary and appropriate steps to facilitate the negotiation of
any mandatory licenses. The treatment of third party licenses
shall be in accordance with FCC rules and regulations and/or
judicial determinations.
5.3 Any intellectual property jointly developed in the course of
performing this Agreement shall belong to both Parties who shall
have the right to grant non-exclusive licenses to third parties
except as otherwise designated in writing by one Party to
another. Any intellectual property which originates from or is
developed by a Party shall remain in the exclusive ownership of
that Party. Except for a limited license to use patents or
copyrights to the extent necessary for the Parties to use any
facilities or equipment (including software) or to receive any
service solely as provided under this Agreement, no license in
patent, copyright trademark or trade secret or other proprietary
or intellectual property presently or hereafter
14
<PAGE>
owned, controlled or licensable by a Party, is granted to the
other Party or shall be implied or allse by estoppel.
6. Severability
6.1 In the event that any one or more of the provisions contained
herein shall for any reason be held to be unenforceable or
invalid in any respect under law or regulation, the Parties will
negotiate in good faith for replacement language. If any part of
this Agreement is held to be invalid or unenforceable for any
reason, such invalidity or unenforceability will affect only the
portion of this Agreement which is invalid or unenforceable. In
all other respects this Agreement will stand as if such invalid
or unenforceable provision had not been a part hereof, and the
remainder of this Agreement shall remain in full force and
effect.
7. Responsibility for Environmental Contamination
7.1 Pac-West shall in no event be liable to U S WEST for any costs
whatsoever resulting from the presence or release of any
environmental hazard Pac-West did not introduce to the affected
work location. U S WEST shall, at Pac-West's request, indemnify,
defend, and hold harmless Pac-West, and each of its officers,
directors and employees from and against any losses, damages,
claims, demands, suits, liabilities, fines, penalties and
expenses (including reasonable attorneys' fees) arising out of or
resulting from (a) any environmental hazard U S WEST, its
contractors or agents introduce to the work location, or (b) the
presence or release of any environmental hazard for which U S
WEST is responsible under applicable law.
7.2 U S WEST shall in no event be liable to Pac-West for any costs
whatsoever resulting from the presence or release of any
environmental hazard U S WEST did not introduce to the affected
work location. Pac-West shall, at U S WEST's request, indemnify,
defend, and hold harmless U S WEST, and each of its officers,
directors and employees from and against any losses, damages,
claims, demands, suits, liabilities, fines, penalties and
expenses (including reasonable attorneys' fees) arising out of or
resulting from (a) any environmental hazard Pac-West, its
contractors or agents introduce to the work location, or (b) the
presence of release of any environmental hazard for which
Pac-West is responsible under applicable law.
7.3 In the event any suspect materials within U S WEST-owned,
operated or leased facilities are identified to be
asbestos-containing, Pac-West will ensure that, to the extent any
activities which it undertakes in the facility disturb such
suspect materials, such Pac-West activities will be in accordance
with applicable local, state and federal environmental and health
and safety statutes and regulations. Except for abatement
activities undertaken by Pac-West or equipment placement
activities that result in the generation of asbestos containing
material, Pac-West shall not have any responsibility for
managing, nor be the owner of, not have any liability for, or in
connection with, any asbestos containing material. U S WEST
agrees to immediately notify Pac-West if U S WEST undertakes any
asbestos control or asbestos abatement activities that
potentially could affect Pac-West equipment or operations,
including, but not limited to, contamination of equipment.
7.4 Each Party will be solely responsible, at its own expense, for
proper handling, storing, transport and disposal of all (a)
substances or materials that it or its contractors or agents
bring to, create or assume control over at work locations, or (b)
waste resulting therefrom or otherwise generated in connection
with its or its contractors' or agents' activities at the work
locations.
15
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8. Branding
8.1(4) Except as provided in this Agreement, at Pac-West's request, U S WEST
shall be obligated to provide branding and unbranding of services
provided to Pac-West Customers pursuant to this Agreement in a
nondiscriminatory manner consistent with the branding of such services
to U S WEST Customers.
8.2(5) If Pac-West requests that a service provided under this Agreement be
branded as an Pac-West service and U S WEST informs Pac-West that such
branding is not available or if it is not practical to so brand the
service, then U S WEST will offer Pac West the service on an unbranded
basis at Pac-West's request.
8.3(6) Without limitation of the provisions of Section 8.1 and 8.2, if U S WEST
is offering a service on an unbranded basis, U S WEST may brand such
service with the U S WEST brand only if U S WEST also offers to brand
the service with the Pac-West brand.
8.4 [Intentionally left blank for numbering consistency]
8.5.(7) U S WEST will not be required to rebrand uniforms and vehicles. The
uniforms of U S WEST's repair and maintenance personnel shall bear the
same or less U S WEST branding than was present as of February 8, 1996.
8.6 Computerized Programming
8.6.1 Repair bills or receipts handed to the end user at the time
service is rendered may bear the U S WEST brand. If the
computerized programming which either informs the repair
employees of the address and service needed, or prints the
receipts, can be modified, at a reasonable cost, to use the brand
of a selection of Pac-West, then U S WEST shall provide that
customized programming. Otherwise, the receipt may bear the brand
of U S WEST's repair and maintenance, and will add that it
provides authorized repair and maintenance for, and list the
CLECs for which U S WEST is contracted to provide service. If U S
WEST's computerized programming can be modified to inform U S
WEST's employee for which CLEC service is being rendered, the
repair employee may be required to circle or otherwise indicate
the name of the appropriate CLEC on the receipt or other form.
8.6.2 If U S WEST chooses to use its logo on the above forms, it may
only do so if it also uses the logos of the CLECs. If U S WEST's
Customers are served by its own repair and maintenance, U S
WEST's name should be listed with the other CLECs.
- ----------
4 Arizona Bench Order, May 29, 1997 Hearing, pp. 1582-3; Procedural Order,
July 14, 1997 at page 2-3.
5 Id.
6 Id.
7 Bolded language in Sections 8.5 and 8.6 included per MCIm Order, pp. 13-14
at Issue 23 and AT&T Order at Issue 30.
16
<PAGE>
8.6.3 Typeface, font, and appearances of the names, size and appearance
of the logos of the CLECs and U S WEST in all locations must be
the same.
8.6.4 U S WEST will not be held liable for any unintentional errors
that occur in the branding process.
8.6.5 The foregoing steps to rebrand repair and maintenance service
need only be taken by U S WEST where technically feasible.
8.7 U S WEST shall provide, for Pac-West's review, the methods and
procedures, training and approaches to be used by U S WEST to assure that
U S WEST meets Pac-West's branding requirements.
8.8 This Section 8 shall confer on U S WEST no rights to the service marks,
trademarks and trade names owned by or used in connection with services
by Pac-West or its Affiliates, except as expressly permitted by Pac-West.
8.9 At the request of Pac-West and where technically feasible, U S WEST will
rebrand operator services and directory assistance in Pac-West's name.(8)
8.10 The expense of rebranding operator services and directory assistance, if
required by Pac-West, shall be included as a forward looking economic
cost, such cost to be resolved in the future arbitration to be conducted
by the Commission as it considers cost studies.(9)
9. Independent Contractor Status
9.1 Nothing contained herein shall constitute the Parties as joint
venturers, partners, employees or agents of one another, and
neither Party shall have the right or power to bind or obligate
the other.
9.2 Each Party is an independent contractor, and has and hereby
retains the right to exercise full control of and supervision
over its own performance or 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 other payroll taxes with respect to their
respective employees, as well as any taxes, contributions or
other obligations imposed by applicable state unemployment or
workers' compensation acts and all other regulations governing
such matters. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
9.3 Subject to the limitations on liability and except as otherwise
provided in this Agreement, each Party shall be responsible for
(a) 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 (b) the acts of its own
Affiliates, employees, agents and contractors during the
performance of that Party's obligations hereunder. Except for
provisions herein expressly authorizing one Party to act for the
other, 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
- ----------
(8) AT&T Order, p. 31 at Issue 62.
(9) AT&T Order, p. 18 at Issue 30.
17
<PAGE>
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, neither Party shall undertake 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.
10. Referenced Documents
10.1 All references to Sections, Exhibits, and Schedules shall be
deemed to be references to Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise
require. Whenever any provision of this Agreement refers to a
technical reference, technical publication, Pac-West practice, U
S WEST practice, any publication of telecommunications industry
administrative or technical standards, or any other document
specifically incorporated into this Agreement, it will be deemed
to be a reference to the most recent version or edition
(including any amendments, supplements, addenda, or successors)
or such document that is in effect, and will include the most
recent version or edition (including any amendments, supplements,
addenda, or successors) of each document incorporated by
reference in such a technical reference, technical publication,
Pac-West practice, U S WEST practice, or publication of industry
standards, unless Pac-West elects otherwise.
11. Publicity and Advertising
11.1 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.
12. Executed in Counterparts
12.1 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.
13. Headings Not Controlling
13.1 The headings and numbering of Sections, Parts, Appendices and
Attachments in this Agreement are for convenience only and shall
not be construed to define or limit any of the terms herein or
affect the meaning or interpretation of this Agreement.
14. Joint Work Product
14.1 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.
15. Survival
15.1 Any liabilities or obligations of a Party for acts or omissions
prior to the cancellation or termination of this Agreement any
obligation of a Party under the provisions regarding
indemnification, confidential information, limitation of
liability, and any other provisions of this Agreement which, by
their terms, are contemplated to survive, or to be performed
after, termination of this Agreement, shall survive cancellation
or termination thereof.
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16. Effective Date
16.1 This Agreement shall become effective pursuant to Sections 251
and 252 of the Act, upon Commission approval, or direction from
the Commission that Interconnection ought to take place pending
Commission approval.
17. Amendment of Agreement
17.1 Except as otherwise provided in this Agreement, no amendment or
waiver of any provision of this Agreement, and no consent to any
default under this Agreement, shall be effective unless the same
is in writing and signed by an officer of the Party against whom
such amendment, waiver or consent is claimed. If either Party
desires an amendment to this Agreement during the term of this
Agreement, it shall provide written notice thereof to the other
Party describing the nature of the requested amendment. If the
Parties are unable to agree on the terms of the amendment within
thirty (30) days after the initial request therefor, the Party
requesting the amendment may invoke the dispute resolution
process under Section 27 of this Part A of this Agreement to
determine the terms of any amendment to this Agreement.
18. Indemnification
18.1 Notwithstanding any limitations in remedies contained in this
Agreement, each Party (the "Indemnifying Party") will indemnify
and hold harmless the other Party ("Indemnified Party") from and
against any loss, cost, claim, liability, damage and expense,
including reasonable attorney's fees, to third parties, relating
to or arising out of the libel, slander, invasion of privacy,
misappropriation of a name or likeness, actual or alleged
infringement or other violation or breach of any patent,
copyright, trademark, service mark, trade name, trade dress,
trade secret or any other intellectual property presently
existing or later created, negligence or willful misconduct by
the Indemnifying Party, its employees, agents, or contractors in
the performance of this Agreement or the failure of the
Indemnifying Party to perform its obligations under this
Agreement. In addition, the Indemnifying Party will, to the
extent of its obligations to indemnify hereunder, defend any
action or suit brought by a third party against the Indemnified
Party. If, after the Party providing access under this Agreement
gives written notice to the other Party pursuant to Section 5.1,
the other Party fails to obtain a license or permission for
access or use of Third Party Intellectual Property, the Party
providing access shall have no indemnification obligation
hereunder for any loss, cost, claim, liability, damage and
expense, including reasonable attorney's fees, to third parties,
relating to or arising out of the failure of the other Party to
obtain such license or permission(10)
18.2 The Indemnified Party will notify the Indemnifying Party promptly
in writing of any written claim, lawsuit, or demand by third
parties for which the Indemnified Party alleges that the
Indemnifying Party is responsible under this Section 18 and
tender the defense of such claim, lawsuit or demand to the
Indemnifying Party. Failure to so notify the Indemnifying Party
shall not relieve the Indemnifying Party of any liability that
the Indemnifying Party might have, except to the extent that such
failure prejudices the Indemnifying Party's ability to defend
such claim.
- ----------
10 Procedural Order, July 14,1997, pages 4-5.
19
<PAGE>
18.3 The Indemnified Party also will cooperate in every reasonable
manner with the defense or settlement of such claim, demand, or
lawsuit. The Indemnifying Party shall keep the Indemnified Party
reasonably and timely apprised of the status of the claim, demand
or lawsuit. The Indemnified Party shall have the right to retain
its own counsel, including inhouse counsel, at its expense, and
participate in but not direct the defense; provided, however,
that if there are reasonable defenses in addition to those
asserted by the Indemnifying Party, the Indemnified Party and its
counsel may raise and direct such defenses, which shall be at the
expense of the Indemnifying Party.
18.4 The Indemnifying Party will not be liable under this Section 18
for settlements or compromises by the Indemnified Party of any
claim, demand or lawsuit unless the Indemnifying Party has
approved the settlement or compromise in advance or unless the
defense of the claim, demand or lawsuit has been tendered to the
Indemnifying Party in writing and the Indemnifying Party has
failed to timely undertake the defense. 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.
19. Limitation of Liability
19.1 Except as otherwise provided in the indemnity section, no Party
shall be liable to the other Party for any Loss, defect or
equipment failure caused by the conduct of the other Party, the
other Party's agents, servants, contractors or others acting in
aid or concert with the other Party.
19.2 [intentionally left blank for numbering consistency]
19.3 In no event shall either Party have any liability whatsoever to
the other Party for any indirect, special, consequential,
incidental or punitive damages, including, but not limited to,
loss of anticipated profits or revenue or other economic loss in
connection with or arising from anything said, omitted or done
hereunder (collectively, "Consequential Damages"), even if the
other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation
to indemnify, defend and hold the other Party harmless against
any amounts payable to a third party, including any losses,
costs, fines penalties, criminal or civil judgments or
settlements, expenses (including attorneys' fees) and
Consequential Damages of such third party. Nothing contained in
this section shall limit either Party's liability to the other
for (i) willful or intentional misconduct (including gross
negligence); (ii) bodily injury, death or damage to tangible real
or tangible personal property proximately caused by such party's
negligent act or omission or that of their respective agents,
subcontractors or employees, or (iii) under the circumstances
presented to the arbitrator, the Commission or other decision
maker, as the case may be pursuant to the dispute resolution
process in Section 27, a pattern of conduct is found to exist by
such arbitrator, the Commission or other decision maker in
violation of a party's obligations under this Agreement that
justifies an award of Consequential Damages,(11) nor shall
anything contained in this section limit the Parties
indemnification obligations, as specified above.
19.4 Notwithstanding the provisions of Section 19.3, to the extent
that U S WEST tariffs contain limitations on liability, Pac-West
shall submit language for inclusion in its Intrastate retail
tariffs, that is substantially similar to the limitation of
liability language contained in U S WEST's tariffs, and such
limitations of liability shall govern for Customer claims. In
addition, notwithstanding the provisions of Section
- ---------
11 Procedural Order, July 14, 1997, page 5-6.
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19.3, to the extent that the Commission's quality of service
rules provide for remedies to Pac-West or its Customers for
Customer claims, then those remedies shall govern as to such
claims(12)
20. Term of Agreement
20.1 This Agreement shall be effective upon Commission approval
through July 30, 2000, and thereafter shall continue in force and
effect unless and until a new agreement, addressing all of the
terms of this Agreement, becomes effective between the Parties.
The Parties shall commence negotiations on a new agreement no
later than one (1) year prior to the expiration of the term of
this Agreement. Either Party may request resolution of open
issues in accordance with the provisions of Section 27 of this
Part A of this Agreement, Dispute Resolution, beginning nine (9)
months prior to the expiration of this Agreement. Any disputes
regarding the terms and conditions of the new interconnection
agreement shall be resolved in accordance with said Section 27 of
this Agreement and the resulting agreement shall be submitted to
the Commission. This Agreement shall remain in effect until a new
interconnection agreement approved by the Commission has become
effective.
21. Governing Law
21.1 This Agreement shall be governed by and construed in accordance
with the Act and the FCC's rules and regulations, except insofar
as state law may control any aspect of this Agreement, in which
case the domestic laws of the State of Arizona, without regard to
its conflicts of laws principles, shall govern.
22. Cancellation Charges
22.1 Except as provided pursuant to a Bona Fide Request, or as
otherwise provided in any applicable tariff or contract
referenced herein, no cancellation charges shall apply.
23. Regulatory Approvals
23.1 This Agreement, and any amendment or modification hereof, will be
submitted to the Commission for approval in accordance with
Section 252 of the Act In the event any governmental authority or
agency rejects any provision hereof, the Parties shall negotiate
promptly and in good faith such revisions as may reasonably be
required to achieve approval.
23.2 U S WEST shall provide Pac-West a summary describing the proposed
change(s) to each Telecommunications Service which is available
pursuant to this Agreement. U S WEST shall also provide Pac-West
a summary describing the proposed change(s) of each intrastate
and interstate tariff which provides for an Interconnection,
unbundled Network Element or Ancillary Service that is available
pursuant to this Agreement Such summaries shall be available
through an internet Web page to be posted on the same day the
proposed change is filed with the Commission or the FCC or at
least thirty (30) days in advance of its effective date,
whichever is earlier.
23.3 In the event any governmental authority or agency orders U S WEST
to provide any service covered by this Agreement in accordance
with any terms or conditions that individually differ
- ----------
12 Arizona Bench Order, May 29, 1997 Hearing, p. 1610.
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from one or more corresponding terms or conditions of this
Agreement, Pac-West may elect to amend this Agreement to reflect
any such differing terms or conditions contained in such decision
or order, with effect from the date Pac-West makes such election.
The other services covered by this Agreement and not covered by
such decision or order shall remain unaffected and shall remain
in full force and effect.
23.4 The Parties intend that any additional services requested by
either Party relating to the subject matter of this Agreement
will be incorporated into this Agreement by amendment.
24. Compliance
24.1 Each Party shall comply with all applicable federal, state, and
local laws, rules and regulations applicable to its performance
under this Agreement.
24.2 Each Party represents and warrants that any equipment, facilities
or services provided to the other Party under this Agreement
comply with the Communications Law Enforcement Act of 1994
("CALEA"). Each Party (the "Indemnifying Party") shall indemnify
and hold the other Party (the "Indemnified Party") harmless from
any and all penalties imposed upon the Indemnified Party for such
noncompliance and shall, at the Indemnifying Party's sole cost
and expense, modify or replace any equipment, facilities or
services provided to the Indemnified Party under this Agreement
to ensure that such equipment, facilities and services fully
comply with CALEA.
24.3 All terms, conditions and operations under this Agreement shall
be performed in accordance with all applicable laws, regulations
and judicial or regulatory decisions of all duly constituted
governmental authorities with appropriate jurisdiction, and this
Agreement shall be implemented consistent with the FCC
Interconnection Order and any applicable Commission orders. Each
Party shall be responsible for obtaining and keeping in effect
all FCC, Commission, franchise authority and other regulatory
approvals that may be required in connection with the performance
of its obligations under this Agreement. In the event the Act or
FCC or Commission rules and regulations applicable to this
Agreement are held invalid, this Agreement shall survive, and the
Parties shall promptly renegotiate any provisions of this
Agreement which, in the absence of such invalidated Act, rule or
regulation, are insufficiently clear to be effectuated, violate,
or are either required or not required by the new rule or
regulation. During these negotiations, each Party will continue
to provide the same services and elements to each other as are
provided for under this Agreement. Provided, however, that either
Party shall give ten (10) Business Days notice if it intents to
cease any development of any new element or service that is not
at that time being provided pursuant to this Agreement. In the
event the Parties cannot agree on an amendment within thirty (30)
days from the date any such rules, regulations or orders become
effective, then the Parties shall resolve their dispute,
including liability for noncompliance with the new clause or the
cost, if any, of performing activities no longer required by the
rule or regulation during the renegotiation of the new clause
under the applicable procedures set forth in Section 27 herein.
25. Force Majeure
25.1 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, 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
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products or services of other persons or transportation
facilities or acts or omissions of transportation carriers. No
delay or other failure to perform shall be excused pursuant to
this Section 25 unless such delay or failure and the consequences
thereof are beyond the control and without the fault or
negligence of the Party claiming excusable delay or other failure
to perform. In the event of any such excused delay in the
performance of a Party's obligation(s) under this Agreement, the
due date for the performance of the original obligation(s) shall
be extended by a term equal to the time lost by reason of the
delay. In the event of such delay, the delaying Party shall
perform its obligations at a performance level no less than that
which it uses for its own operations. 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.
In the event of a labor dispute or strike or work stoppage that
continues for a period in excess of forty-eight (48) hours,
Pac-West may obtain replacement services for those services
affected by such labor dispute or strike or work stoppage, in
which event any liability of Pac-West for the affected services
shall be suspended for the period of the work stoppage or labor
dispute or strike. In the event of such performance delay or
failure by U S WEST, U S WEST agrees to resume performance in a
nondiscriminatory manner and not favor its own provision of
Telecommunications Services above that of Pac-West.
26. Escalation Procedures
26.1 Pac-West and U S WEST agree to exchange escalation lists which
reflect contact personnel including vice president-level
officers. These lists shall include name, department, title,
phone number, and fax number for each person. Pac-West and U S
WEST agree to exchange up-to-date lists as reasonably necessary.
27. Dispute Resolution
27.1(13) If any claim, controversy or dispute between the Parties, their
agents, employees, officers, directors or affiliated agents
("Dispute") cannot be settled through negotiation, it may be
resolved by arbitration conducted by a single arbitrator
engaged in the practice of law, under the then current rules of
the American Arbitration Association ("AAA"). The Federal
Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall
govern the arbitrability of all Disputes. The arbitrator shall
not have authority to award punitive damages. All expedited
procedures prescribed by the AAA rules shall apply. The
arbitrator's award shall be final and binding and may be
entered in any court having jurisdiction thereof and shall be
noticed to the Commission. The arbitrator shall determine which
Party or Parties will bear the costs of arbitration, including
apportionment, if appropriate. The arbitration shall occur in
Phoenix, Arizona, and the governing law shall be in accordance
with Section 21.1 above.
27.2(14) In the event Pac-West and U S WEST are unable to agree on
certain issues during the term of this Agreement, the Parties
may identify such issues for arbitration before the Commission.
Only those points identified by the Parties for arbitration
will be submitted.
27.3 If a Dispute is submitted to arbitration pursuant to Section 27.1
above, the procedures described in this Section 27.3 shall apply,
notwithstanding the then current rules of the AAA.
- ----------
(13) AT&T Order, p. 33 at Issue 76.
(14) AT&T Order, p. 33 at Issue 76.
23
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Discovery shall be controlled by the arbitrator and shall be
permitted to the extent set forth below. Each party may submit in
writing to a Party, and that Party shall so respond, to an agreed
amount of the following: interrogatories, demands to produce
documents, and requests for admission. Not less than ten (10)
days prior to the arbitration hearing, the Parties shall exchange
witness and exhibit lists. Deposition discovery shall be
controlled by the arbitrator. Additional discovery may be
permitted upon mutual agreement of the Parties or the
determination of the arbitrator. The arbitration hearing shall be
commenced within thirty (30) days after a demand for arbitration
by either Party and shall be held in Phoenix, Arizona. The
arbitrator shall control the scheduling so as to process the
matter expeditiously. The Parties may submit written briefs. The
arbitrator shall rule on the dispute by issuing a written opinion
within seven (7) days after the close of the hearings. The times
specified in this section may be extended upon mutual agreement
of the Parties or by the arbitrator upon a showing of good cause.
The decision of the arbitrator shall be final and binding upon
the Parties and judgment upon the award rendered by the
arbitrator may be entered in a court having jurisdiction. The
decision shall also be submitted to the Commission.
28. Nondisclosure
28.1 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 (a)
furnished by one Party to the other Party dealing with Customer
specific, facility specific, or usage specific information, other
than Customer information communicated for the purpose of
publication of directory database inclusion, or (b) in written,
graphic, electromagnetic, or other tangible form and marked at
the time of delivery as "Confidential" or "Proprietary", or (c)
declared orally or in writing to the Recipient at the time of
delivery, or by written notice given to the Recipient within ten
(10) days after delivery, to be "Confidential" or "Proprietary"
(collectively referred to as "Proprietary Information"), shall
remain the property of the Discloser. 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.
28.2 Upon request by the Discloser, the Recipient shall return all
tangible copies of Proprietary Information, whether written,
graphic or otherwise, except that the Recipient's legal counsel
may retain one (1) copy for archival purposes.
28.3 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.
28.4 Unless otherwise agreed, the obligations of confidentiality and
non-use set forth in this Agreement do not apply to such
Proprietary Information that:
28.4.1 was, at the time of receipt already known to the
Recipient free of any obligation to keep it
confidential evidenced by written records prepared
prior to delivery by the Discloser, or
28.4.2 is or becomes publicly known through no wrongful act of
the Recipient; or
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28.4.3 is rightfully received from a third person having no
direct or indirect secrecy or confidentiality
obligation to the Discloser with respect to such
information; or
28.4.4 is independently developed by an employee, agent, or
contractor of the Recipient which individual is not
involved in any manner with the provision of services
pursuant to this Agreement and does not have any direct
or indirect access to the Proprietary Information; or
28.4.5 is approved for release by written authorization of the
Discloser or
28.4.6 is required by law, a court, or governmental agency,
provided that the Discloser has been notified of the
requirement promptly after the Recipient becomes aware
of the requirement, subject to the right of the
Discloser to seek a protective order as provided in
Section 28.5 below.
28.5 For a period of ten (10) years from receipt of Proprietary
Information, the Recipient shall (a) use it only for the purpose
of performing under this Agreement, (b) hold it in confidence and
disclose it only to employees, authorized contractors and
authorized agents who have a need to know it in order to perform
under this Agreement, and (c) safeguard it from unauthorized use
or disclosure using no less than the degree of care with which
the Recipient safeguards its own Proprietary Information. Any
authorized contractor or agent to whom Proprietary Information is
provided must have executed a written agreement comparable in
scope to the terms of this Section. Not withstanding the
foregoing, each Party shall provide advance notice of three (3)
Business Days to the other of the intent to provide Proprietary
information to a governmental authority and the Parties shall
cooperate with each other in attempting to obtain a suitable
protective order. The Recipient agrees to comply with any
protective order that covers the Proprietary Information to be
disclosed.
28.6 Each Party agrees that the Discloser would be irreparably injured
by a breach of this Section 28 by the Recipient or its
representatives and that the Discloser shall be entitled to seek
equitable relief, including injunctive relief and specific
performance, in the event of any breach of this Section 28. Such
remedies shall not be exclusive but shall be in addition to all
other remedies available at law or in equity.
28.7 CPNI related to either Party's subscribers obtained by virtue of
Local Interconnection or any other service provided under this
Agreement shall be the Discloser's Proprietary Information and
may not be used by the Recipient for any purpose except
performance of its obligations under this Agreement, and in
connection with such performance, shall be disclosed only to
employees, authorized contractors and authorized agents with a
need to know, unless the subscriber expressly directs the
Discloser to disclose such information to the Recipient pursuant
to the requirements of Section 222(c)(2) of the Act If the
Recipient seeks and obtains written approval to use or disclose
such CPNI from the Discloser, such approval shall be obtained
only in compliance with Section 222(c)(2) and, in the event such
authorization is obtained, the Recipient may use or disclose only
such information as the Discloser provides pursuant to such
authorization and may not use information that the Recipient has
otherwise obtained, directly or indirectly, in connection with
its performance under this Agreement.
28.8 Except as otherwise expressly provided in this Section 28,
nothing herein shall be construed as limiting the rights of
either Party with respect to its subscriber information under any
applicable law, including, without limitation, Section 222 of the
Act.
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28.9 Effective Date Of This Section. Notwithstanding any other
provision of this Agreement, the Proprietary Information
provisions of this Agreement shall apply to all Proprietary
Information furnished by either Party with a claim of
confidentiality or proprietary nature at any time.
29. Notices
29.1 Except as otherwise provided herein, all notices or other
communication hereunder shall be deemed to have been duly given
when made in writing and delivered in person or deposited in the
United States mail, certified mail, postage prepaid, return
receipt requested, or delivered by prepaid overnight express
mail, and addressed as follows:
To Pac-West:
Copy to:
To U S WEST: U S WEST
Copy to: U S WEST, Communications, Inc
General Counsel, Law Dept.
1801 California, 5100
Englewood, Colorado 80202
29.2 If personal delivery is selected to give notice, a receipt of
such delivery shall be obtained. The address to which notices or
communications may be given to either Party may be changed by
written notice given by such Party to the other pursuant to this
Section 29.
30. Assignment
30.1 Neither Party may assign, transfer (whether by operation of law
or otherwise) or delegate this Agreement (or any rights or
obligations hereunder) to a third party without the prior written
consent of the other Party, which consent shall not be
unreasonably withheld, provided that each Party may assign this
Agreement to an 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 under the provisions of this Section 30 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. No
assignment or delegation hereof shall relieve the assignor of its
obligations under this Agreement.
30.2 If any obligation of U S WEST under this Agreement is performed
by a subcontractor or Affiliate, U S WEST shall remain fully
responsible for the performance of this Agreement in accordance
with its terms, and U S WEST shall be solely responsible for
payments due to its subcontractors.
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30.3 If any obligation of Pac-West under this Agreement is performed
by a subcontractor or Affiliate, Pac-West shall remain fully
responsible for the performance of this Agreement in accordance
with its terms, and Pac-West shall be solely responsible for
payments due to its subcontractors.
31. Warranties
31.1 U S WEST shall conduct all activities and interfaces which are
provided for under this Agreement with Pac-West Customers in a
carrier-neutral, nondiscriminatory manner.
31.2 U S WEST warrants that it has provided, and during the term of
this Agreement it will continue to provide, to Pac-West true and
complete copies of all material agreements in effect between U S
WEST and any third party (including Affiliates) providing any
services to Pac-West on behalf of or under contract to U S WEST
in connection with U S WEST's .performance of this Agreement, or
from whom U S WEST has obtained licenses or other rights used by
U S WEST to perform its obligations under this Agreement,
provided, however, that U S WEST may provide such agreements
under appropriate protective order.
32. Default
32.1 In the event of a breach of any material provision of this
Agreement by either Party, the non-breaching Party shall give
the breaching Party and the Commission written notice thereof,
and:
32.1.1 if such material breach is for non-payment of amounts
due hereunder pursuant to this Agreement, the breaching
Party shall cure such breach within thirty (30)
calendar days of receiving such notice. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such breach.
Amounts disputed in good faith and withheld or set off
shall not be deemed "amounts due hereunder" for the
purpose of this provision.
32.1.2 if such material breach is for any failure to perform
in accordance with this Agreement, which, in the sole
judgment of the non-breaching Party, adversely affects
the non-breaching Party's subscribers, the
non-breaching Party shall give notice of the breach and
the breaching Party shall cure such breach to the
nonbreaching Party's reasonable satisfaction within ten
(10) calendar days or within a period of time
equivalent to the applicable interval required by this
Agreement, whichever is shorter. If the breaching Party
does not cure such breach within the applicable time
period, the non-breaching Party may, at its sole
option, terminate this Agreement, or any parts hereof.
The non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such breach.
Notice under this Subsection 32.1.2 may be given
electronically or by facsimile, provided that a hard
copy or original of such notice is sent by overnight
delivery service.
32.1.3 if such material breach is for any other failure to
perform in accordance with this Agreement, the
breaching Party shall cure such breach to the
non-breaching Party's reasonable satisfaction within
forty-five (45) calendar days, and, if it does not, the
non-breaching Party may, at its sole option, terminate
this Agreement, or any parts hereof. The non-breaching
Party shall be entitled to pursue all available legal
and equitable remedies for such breach.
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Part A
32.2 Pac-West may terminate this Agreement in whole at any time only
for cause upon sixty (60) calendar days' prior written notice.
Pac-West's sole liability shall be payment of amounts due for
services provided or obligations assumed up to the date of
termination.
32.3 In the event of any termination under this Section 32, U S WEST
and Pac-West agree to cooperate to provide for an uninterrupted
transition of services to Pac-West or another vendor designated
by Pac-West to the extent that U S WEST has the ability to
provide such cooperation.
32.4 Notwithstanding any termination hereof, the Parties shall
continue to comply with their obligations under the Act.
33. Remedies
33.1 In the event U S WEST fails to switch a subscriber to Pac-West
service as provided in this Agreement, U S WEST shall reimburse
Pac-West in an amount equal to all fees paid by such subscriber
to U S WEST for such failed-to-be-transferred services from the
time of such failure to switch to the time at which the
subscriber switch is accomplished. This remedy shall be in
addition to all other remedies available to Pac-West under this
Agreement or otherwise available.
33.2 All rights of termination, cancellation or other remedies
prescribed in this Agreement, or otherwise available, are
cumulative and are not intended to be exclusive of other remedies
to which the injured Party may be entitled at law or equity in
case of any breach or threatened breach by the other Party of any
provision of this Agreement. Use of one or more remedies shall
not bar use of any other remedy for the purpose of enforcing the
provisions of this Agreement.
34. Waivers
34.1 No waiver of any provisions of this Agreement and no consent to
any default under this Agreement shall be effective unless the
same shall be in writing and properly executed by or on behalf of
the Party against whom such waiver or consent is claimed.
34.2 No course of dealing or failure of either Party to strictly
enforce any term, right, or condition of this Agreement in any
instance shall be construed as a general waiver or relinquishment
of such term, right or condition.
34.3 Waiver by either Party of any default or breach by the other
Party shall not be deemed a waiver of any other default or
breach.
34.4 By entering into this Agreement, neither Party waives any right
granted to it pursuant to the Act.
35. No Third Party Beneficiaries
35.1 The provisions of this Agreement are for the benefit of the
Parties hereto and not for any other person; provided, however,
that this shall not be construed to prevent Pac-West from
providing its Telecommunications Services to other carriers. This
Agreement shall not provide any person not a party hereto with
any remedy, claim, liability, reimbursement, claim of action, or
other right in excess of those existing without reference hereto.
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36. Physical Security
36.1 U S WEST shall exercise the same degree of care to prevent harm
or damage to Pac-West or its employees, agents or subscribers, or
its property as U S WEST provides itself. Pac-West shall
exercise the same degree of care to ensure the security of its
equipment physically collocated within U S WEST's space as
Pac-West provides such security to itself.
36.1.1 U S WEST will restrict access to approved personnel to U S
WEST's buildings. Pac-West is responsible for the action
of its employees and other authorized non Pac-West
personnel; U S WEST is responsible for the action of its
employees and other authorized non-U S WEST personnel.
36.1.2 U S WEST will furnish to Pac-West the current name(s) and
telephone number(s) of those central office supervisor(s)
where a physical collocation arrangement exists. The
central office supervisor(s) will be the only U S WEST
employee(s) with access to Pac-West collocation space.
36.1.3 U S WEST will comply at all times with U S WEST security
and safety procedures at the individual central office
locations where Pac-West has physical collocation
arrangements. The Parties will cooperate to analyze
security procedures of each company to evaluate ways in
which security procedures of US WEST may be enhanced.
36.1.4 U S WEST will allow Pac-West to inspect or observe its
physical spaces which house or contain Pac-West equipment
or equipment enclosures at any time upon completion of the
physical collocation quotation. Upon completion of the
build out of the physical space, U S WEST will furnish
Pac-West with all keys, entry codes, lock combinations, or
other materials or information which may be needed to gain
entry via direct access to Pac-West's physical space.
36.1.5 U S WEST agrees to logically partition any U S WEST owned
access device systems, whether biometric or card reader,
or types which are encoded identically or mechanical coded
locks on external and or internal doors to spaces which
house Pac-West equipment.
36.1.6 U S WEST agrees to limit the keys used in its keying
systems for spaces which contain Pac-West equipment to the
U S WEST supervisor for the specific facility to emergency
access only. Pac-West shall further have the right to
change locks where deemed necessary for the protection and
security of its physical spaces and will provide the U S
WEST supervisor with the current key.
36.1.8 U S WEST shall control unauthorized access from passenger
and freight elevators, elevator lobbies and spaces which
contain or house Pac-West equipment or equipment space in
the same manner as U S WEST provides such control for
itself
36.1.9 U S WEST will provide notification to designated Pac-West
personnel to indicate an actual or attempted security
breach of Pac-West physical space in the same time frame
as U S WEST provides such notification to itself.
37. Network Security
37.1 U S WEST shall provide an appropriate and sufficient back-up and
recovery plan to be used in the event of a system failure or
emergency.
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37.2 U S WEST shall install controls to (a) disconnect a user for a
pre-determined period of inactivity on authorized ports; (b)
protect subscriber proprietary information; and (c) ensure both
ongoing operational and update integrity.
37.3 Each Party shall be responsible for the security arrangements on
its side of the network to the Point of Interconnection. The
Parties shall jointly cooperate to analyze network security
procedures and cooperate to ensure the systems, access and
devices are appropriately secured and compatible.
38. Revenue Protection
38.1 U S WEST shall make available to Pac-West all present and future
fraud prevention or revenue protection features that U S WEST
provides to itself or others. These features include, but are not
limited to, operator screening codes, information digits assigned
such as information digits '29' and '70' which indicate prison
and COCOT pay phone originating line types respectively, in
accordance with the requirements established by the FCC, call
blocking of domestic, international blocking for business and
residence, 900, NPA-976, and specific line numbers. U S WEST
shall additionally provide partitioned access to fraud
prevention, detection and control functionality within pertinent
Operations Support Systems ("OSS") which include, but are not
limited to, Line Information Data Base Fraud monitoring systems.
38.2 Uncollectible or unbillable revenues resulting from, but not
confined to, provisioning, maintenance, or signal network routing
errors shall be the responsibility of the Party causing such
error.
38.3 Uncollectible or unbillable revenues resulting from the
accidental or malicious alteration of software underlying Network
Elements or their subtending operational support systems by
unauthorized third parties shall be the responsibility of the
Party having administrative control of access to said Network
Element or operational support system software.
38.4 Each Party shall be responsible for any uncollectible or
unbillable revenues resulting from the unauthorized use of
facilities under its control or services it provides, including
clip-on fraud.
38.5 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.
39. Law Enforcement Interface
39.1 U S WEST shall provide all necessary assistance to facilitate the
execution of wiretap or dialed number recorder orders from law
enforcement authorities.
40. Collocation
40.1 General Description
40.1.1 Collocation is the right of Pac-West to obtain dedicated
space in U S WEST Local Serving Office (LSO) or other U S
WEST locations, including, but not limited to, U S WEST
serving wire center and tandem offices, as well as all
buildings or similar structures owned or leased by U S
WEST, whether or not on public rights-of way, that house
U S WEST network facilities, including,
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but not limited to, vaults containing loop concentrators
or similar structures, and the right to place equipment
in such spaces for the purposes of interconnection with U
S WEST's network or access to U S WEST's unbundled
Network Elements. Collocation also includes U S WEST
providing resources necessary for the operation and
economical use of collocated equipment. (15)
40.1.2 Collocation is offered for network interconnection
between the Parties. Pac-West may cross connect to other
collocated parties via facilities provided by U S WEST,
provided that Pac-West's collocated equipment is also
used for interconnection with U S WEST or access to U S
WEST's unbundled Network Elements.
40.1.3 Pac-West is responsible for bringing its own or leased
facilities to the U S WEST designated Point of Interface
("POI"). U S WEST will extend Pac-West's facilities from
the POI to the cable vault within the wire center. If
necessary, U S WEST may bring the facilities into
compliance with U S WEST internal fire code standards and
extend the facilities to the collocated space.
40.1.4 Pac-West will be provided two (2) points of entry into
the U S WEST wire, center only when there are at least
two (2) existing entry points for U S WEST cable and when
there are vacant entrance ducts in both.
40.1.5 Pac-West may collocate transmission equipment (including
Digital Cross Connect Systems and Remote Switching Units
(RSU)) to terminate basic transmission facilities.
Pac-West may not collocate equipment used to provide
enhanced services. Pac-West must identify what equipment
will be installed, to allow for U S WEST to use this
information in engineering the power, floor loading, heat
release, environmental participant level, and HVAC.
Pac-West shall not use RSUs to enable the bypassing of
switched access charges. U S WEST will be permitted to
audit Pac-West's reporting of local and toll calls. At
Pac-West's expense, Pac-West's will be required to block
the ability of RSUs to bypass switched access charges, if
it becomes feasible to do so. (16)
40.1.6 Pac-West may collocate the amount and type of equipment
it deems necessary in its collocated space in accordance
with FCC rules and regulations.(17)
40.1.7 Expanded Interconnection Channel Termination (EICT).
Telecommunications interconnection between Pac-West's
collocated equipment and U S WEST's network may be
accomplished via an Expanded Interconnection Channel
Termination (EICT). This element can be at the DS-3,
DS-1, DS-0, or any other technically feasible level,
subject to network disclosure requirements of the FCC,
depending on the U S WEST service to which it is
connected. The terms and conditions of the tariff for
EICT are incorporated only to the extent that they are
agreed to by the Parties. Within ninety (90) days (or
other acceptable time agreed to by the Parties) of the
Effective Date of this Agreement, the Parties will meet
to review the tariff and seek resolution on disagreed
items.
- ----------
15 MCIm Order, p. 19 at Issue 31 and AT&T Order Issue 10.
16 MCIm Order, p. 20 at Issue 32 and AT&T Order Issue 9.
17 MCIm Order, p. 20 at Issue 32 and AT&T Order Issue 9.
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40.1.8 Consistent with U S WEST's internal practice, within ten
(10) Business Days of Pac-West's request for any space,
U S WEST shall provide information available to it
regarding the environmental conditions of the space
provided for placement of equipment and interconnection,
including, but not limited to, the existence and
condition of asbestos, lead paint, hazardous substance
contamination, or radon. Information is considered
"available" under this Agreement if it is in U S WEST's
possession or files, or the possession of an agent,
contractor, employee, lessor, or tenant of U S WEST's
that holds such information on U S WEST's behalf.
40.1.9 U S WEST shall allow Pac-West to perform any
environmental site investigations, including, but not
limited to, asbestos surveys, which Pac-West deems to be
necessary in support of its collocation needs. Pac-West
shall advise U S WEST in writing of its intent to conduct
such investigation, and shall receive written approval
from U S WEST to proceed. Pac-West shall indemnify U S
WEST according to Section 18 of Part A of this Agreement
for any loss or claim for damage suffered by U S WEST as
a result of Pac-West's actions during any site
inspection.
40.1.10 If the space provided for the placement of equipment,
Interconnection, or provision of service contains
environmental contamination or hazardous material,
particularly, but not limited to, asbestos, lead paint or
radon, which makes the placement of such equipment or
interconnection hazardous, U S WEST shall offer an
alternative space, if available, for Pac-West's
consideration.
40.2 Virtual Collocation
40.2.1 U S WEST 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.
40.2.2 Upon mutual agreement, Pac-West will have physical access
to the U S WEST wire center building pursuant to a
virtual collocation arrangement.
40.2.3 Pac-West will be responsible for obtaining and providing
to U S WEST administrative codes, e.g., common language
codes, for ail equipment specified by Pac-West and
installed in wire center buildings.
40.2.4 Pac-West will be responsible for payment of training of
U S WEST employees for the maintenance, operation and
installation of Pac-West's virtually collocated equipment
when that equipment is different than the equipment used
by U S WEST. Training conditions are further described in
the Virtual Collocation Rate Element section following.
40.2.5 Pac-West will be responsible for payment of reasonable
charges incurred as a result of agreed upon maintenance
and/or repair of Pac-West's virtually collocated
equipment.
40.2.6 U S WEST does not guarantee the reliability of Pac-West's
virtually collocated equipment, but U S WEST is
responsible for proper installation, maintenance and
repair of such equipment, including the change out of
electronic cards provided by Pac-West
40.2.7 Pac-West is responsible for ensuring the functionality
and interoperability of virtually collocated SONET
equipment provided by different manufacturers.
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40.2.8 Pac-West, as bailor, will transfer possession of
Pac-West's virtually collocated equipment to U S WEST, as
bailee, for the sole purpose of providing U S WEST with
the ability to install, maintain and repair Pac-West's
virtually collocated equipment. Title to the Pac-West
virtually collocated equipment shall not pass to U S
WEST.
40.2.9 Pac-West shall ensure that upon receipt by U S WEST of
Pac-West's virtually collocated equipment, Pac-West will
make available all access to ongoing technical support to
U S WEST, as available under the equipment warranty or
other terms and conditions, all at Pac-West's expense.
Pac-West shall advise the manufacturer and seller of the
virtually collocated equipment that it will be installed,
maintained and repaired by U S WEST.
40.2.10 Pac-West's virtually collocated equipment must comply
with the Bellcore Network Equipment Building System
(NEBS) Generic Equipment Requirements TR-NWT000063,
electromagnetic compatibility (EMC) per GR-1089-CORE,
Company wire center environmental and transmission
standards and any statutory (local, state or federal)
and/or regulatory requirements, all of the foregoing
which may be in effect at the time of equipment
installation or which may subsequently become effective.
Pac-West shall provide U S WEST interface specifications
(e.g., electrical, functional, physical and software) of
Pac-West's virtually collocated equipment.
40.2.11 Pac-West must specify all software options and associated
plug-ins for its virtually collocated equipment.
40.2.12 Pac-West is responsible for purchasing and maintaining a
supply of spares. Upon failure of the Pac-West virtually
collocated equipment, Pac-West is responsible for
transportation and delivery of maintenance spares to U S
WEST at the wire center housing the failed equipment.
40.2.13 Where Pac-West is virtually collocated in a premises
which was initially prepared for virtual collocation,
Pac-West may elect to retain its virtual collocation in
that premises and expand that virtual collocation
according to the rates, terms and conditions of this
Agreement.
40.3 Physical Collocation
40.3.1 U S WEST shall provide to Pac-West physical collocation
of equipment necessary for Interconnection or for access
to unbundled Network Elements, except that U S WEST
shall provide for virtual collocation where space is
available or expansion or rearrangement is possible if U
S WEST 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. Pac-West shall pay a prorated
amount for expansion of said space. U S WEST 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 Commission,
subject to the rates, terms and conditions of this
Agreement.
40.3.1.1 U S WEST shall permit Pac-West to use vendors for all
required engineering and installation services
associated with its collocated equipment which are being
collocated by Pac-West pursuant to this Agreement Within
one hundred and twenty (120) days after the Effective
Date of this Agreement,
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U S WEST and Pac-West shall compose and agree on a list
of approved vendors and/or agree on minimum
qualifications for such contractors consistent with
industry standards, such agreement not to be
unreasonably withheld. In the event such agreement
cannot be reached and the dispute resolution process
outlined in Section 27 above has not concluded on the
issue of approved vendors, the list of approved vendors
maintained by U S WEST as of the Effective Date of this
Agreement shall be the default list until the conclusion
of the dispute resolution process.(18)
40.3.2 Where Pac-West is virtually collocated in a premises
which was initially prepared for virtual collocation,
Pac-West may elect, unless it is not practical for
technical reasons or because of space limitations, to
convert its virtual collocation to physical collocation
at such premises in which case Pac-West shall coordinate
the construction and rearrangement with U S WEST of its
equipment (IDLC and transmission) and circuits for which
Pac-West shall pay U S WEST at applicable rates, and
pursuant to the other terms and conditions in this
Agreement. In addition, all applicable physical
collocation recurring charges shall apply.
40.3.3 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 equipment located within the space rented from U
S WEST.
40.3.4 Pac-West must use ]eased space as soon as reasonably
possible and may not warehouse space for later use or
sublease to another provider. Physical collocation is
offered on a space-available, first-come, first-served
basis.
40.3.5 The minimum standard leasable amount of floor space is
one hundred (100) square feet. Pac-West must efficiently
use the leased space and no more than fifty percent
(50%) of the floor space may be used for storage
cabinets and work surfaces. Pac-West and U S WEST may
negotiate other storage arrangements on a case-by-case
basis.(19) Pac-West may store spares within its
collocated space.
40.3.6 Pac-West's leased floor space will be separated from
other competitive providers and U S WEST space through
cages or hard walls. Pac-West may elect to have U S
WEST construct the cage, or choose from U S WEST
approved contractors to construct the cage, meeting U S
WEST's installation Technical Publication 77350. Any
deviation to Pac-West's request must be approved.
40.3.7 The following standard features will be provided by U S
WEST:
(a) Heating, ventilation and air conditioning.
(b) Smoke/fire detection and any other building code
requirement.
40.3.8 U S WEST Responsibilities
(a) Design the floor space within each location which
will constitute Pac-West's leased space.
- ----------
(18) AT&T Order, p. 8 at Issue 9c.
(19) AT&T Order, p. 10 at Issue I 0(a).
34
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(b) Ensure that the necessary construction work is
performed on a timely basis to build Pac-West's
leased physical space and the riser from the vault
to the leased physical space.
(c) Develop a quotation specific to Pac-West's
request.
(d) Extend U S WEST-provided and owned fiber optic,
copper or coaxial(20) cable, whichever is more
efficient, from the Poi through the cable vault
and extend the cable to Pac-West's leased physical
space or place the cable in fire retardant tubing
prior to extension to Pac-West's leased physical
space.
(e) Installation and maintenance and all related
activity necessary to provide Channel Termination
between U S WEST's and Pac-West's equipment.
(f) Work cooperatively with Pac-West in matters of
joint testing and maintenance.
40.3.9 Pac-West Responsibilities
(a) Determine the type of enclosure for the physical
space.
(b) Procure, install and maintain fiber optic, copper
or coaxial(21) 121 facilities up to the U S WEST
designated Poi.
(c) Provide for installation, maintenance, repair and
service of all Pac-West's equipment located in the
leased physical space.
(d) Ensure that all equipment installed by Pac-West
complies with Bellcore Network Equipment Building
System Generic Equipment requirements, U S WEST
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.
40.3.10 The installation of any Interconnection service will be
coordinated between the Parties so that Pac-West may
utilize those services once Pac-West has accepted its
leased physical space.
40.3.11 If, at any time, U S WEST reasonably determines that
the equipment or the installation does not meet
standard industry requirements, such failure being due
to actions of Pac-West or its agents, 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 thirty (30) calendar days or
as soon as reasonably practical after the receipt of
written notice of non-compliance, U S WEST may have the
equipment removed or the condition corrected at
Pac-West's expense.
40.3.12 If, during installation, U S WEST reasonably determines
that Pac-West activities or equipment are unsafe,
non-industry standard or in violation of any applicable
- ----------
20 AT&T Order, p. 10, Issue 1 0(a).
21 AT&T Order, p. 10, Issue 10(a)
35
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laws or regulations, U S WEST has the right to stop work
until the situation is remedied. If such conditions pose
an immediate threat to the safety of personnel,
interfere with the performance of U S WEST's service
obligations, or pose an immediate threat to the physical
integrity of the conduit system or the cable facilities,
U S WEST may perform such work and/or take action as is
necessary to correct the condition at Pac-West' s
expense.
40.3.13 U S WEST shall provide basic telephone service with a
connection jack as requested by Pac-West from U S WEST
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 U S
WEST.
40.3.14 Where available, U S WEST shall provide access to
eyewash stations, bathrooms, and drinking water within
the collocated facility on a twenty-four (24) hour per
day, seven (7) day per week basis for Pac-West personnel
and its designated agents.
40.3.15 U S WEST shall provide Pac-West with written notice five
(5) Business Days prior to those instances where U S
WEST or its subcontractors may be performing work that
could reasonably potentially affect Pac-West's service.
U S WEST will make reasonable efforts to inform Pac-West
by telephone of any emergency related activity prior to
the start of the activity that U S WEST 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.
40.3.16 U S WEST shall provide information regarding the
location, type, and cable termination requirements
(i.e., connector type, number and type of pairs, and
naming convention) for U S WEST point of termination to
Pac-West within five (5) Business Days of Pac-West's
acceptance of U S WEST's quote for collocated space.
40.3.17 U S WEST shall provide the dimensions for Pac-West
outside plant fiber ingress and egress into Pac-West
collocated space within five (5) Business Days of
Pac-West's acceptance of U S WEST's quote for collocated
space.
40.3.18 U S WEST shall provide the sizes and number of power
feeders for the collocated space to Pac-West within ten
(10) Business Days of Pac-West's acceptance of U S
WEST's quote for collocated space.
40.3.19 U S WEST 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.
40.3.20 [intentionally left blank for numbering consistency]
40.3.21 With the exception of Subparagraph (b) below, U S WEST
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) U S WEST or industry technical publication
guidelines that impact the design of U S WEST
collocated equipment, unless such documents are
36
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already in the possession of Pac-West. The following U
S WEST Technical Publications provide information
regarding central office equipment and collocation
guidelines:
77350 Central Office Telecommunications Equipment
Installation and Removal Guidelines
77351 Central Office Telecommunications Equipment
Engineering Standards
77355 Grounding - Central Office and Remote Equipment
Environment
77386 Expanded Interconnection and Collocation for
Private Line Transport and Switched Access
Services
Pac-West may obtain the above documents from:
Faison Office Products Company
3251 Revere St., Suite 200
Aurora, Colorado 80011
(303) 340-3672
(c) appropriate U S WEST contacts (names and telephone
numbers) for the following areas:
Engineering
Physical & Logical Security
Provisioning
Billing
Operations
Site and Building Managers
Environmental and Safety
(d) escalation process for the U S WEST employees
(names, telephone numbers and the escalation
order) for any disputes or problems that might
arise pursuant to Pac-West's collocation.
40.3.22 Power as referenced in this Agreement refers to any
electrical power source supplied by U S WEST for
Pac-West equipment. U S WEST will supply power to
support Pac-West equipment at equipment specific DC and
AC voltages. At a minimum, U S WEST shall supply power
to Pac-West at parity with that provided by U S WEST to
itself. If U S WEST performance, availability or
restoration falls below industry standards, U S WEST
shall bring itself into compliance with such industry
standards as soon as technologically feasible.
(a) Central office power supplied by U S WEST into the
Pac-West equipment area, shall be supplied in the
form of power feeders (cables) on cable racking
into the designated Pac-West equipment area. The
power feeders (cables) shall efficiently and
economically support the requested quantity and
capacity of Pac-West equipment The termination
location shall be mutually agreed upon by the
Pates.
(b) U S WEST power equipment supporting Pac-West's
equipment shall:
i. comply with applicable industry standards
(e.g., Bellcore, NEBS, IEEE, UL, and NEC)
or manufacturer's equipment power
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requirement specifications for equipment
installation, cabling practices, and
physical equipment layout;
ii. have redundant power feeds with physical
diversity and battery back-up as required
by the equipment manufacturer's
specifications for Pac-West equipment, or,
at minimum, at parity with that provided
for similar U S WEST equipment at that
location;
iii. provide central office ground, connected to
a ground electrode located within the
Pac-West collocated space, at a level above
the top of Pac-West equipment plus or minus
two (2) feet to the left or right of
Pac-West's final request;
iv. provide an installation sequence and access
that will allow installation efforts in
parallel without jeopardizing personnel
safety or existing services of either
Party;
v. provide cabling that adheres to Bell
Communication Research (Bellcore) Network
Equipment-Building System (NEBS) standards
TR-EOP-000063;
vi. provide Lock Out-Tag Out and other
electrical safety procedures and devices in
conformance with the most stringent of OSHA
or industry guidelines; and
vii. ensure that installed equipment meets
Bellcore specifications.
40.4 Collocation Rate Elements
40.4.1 Common Rate Elements
The following rate elements are common to both virtual and
physical collocation:
(a) Quote Preparation Fee. This covers the work involved in
developing a quotation for Pac-West for the total costs
involved in its collocation request
(b) Entrance Facility. Provides for fiber optic cable on a per
two (2) fiber increment basis from the point of
interconnection utilizing U S WEST owned, conventional
single mode type of fiber optic cable to the collocated
equipment (for virtual collocation) or to the leased space
(for physical collocation). Entrance facility includes
riser, fiber placement, entrance closure,
conduit/innerduct, and core drilling.
(c) Cable Splicing. Represents the labor and equipment to
perform a subsequent splice to the Pac-West provided fiber
optic cable after the initial installation splice.
Includes a per-setup and a per-fiber-spliced rate
elements.
(d) 48 Volt Power. Provides 48 volt power to the Pac-West
collocated equipment. Charged on a per ampere basis.
(e) 48 Volt Power Cable. Provides for the transmission of -48
Volt DC power to the collocated equipment. It includes
engineering, furnishing and installing the main
distribution bay power breaker, associated power cable,
38
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cable rack and local power bay to the closest power
distribution bay. It also includes the power cable
(feeders) A and B from the local power distribution bay to
the leased physical space (for physical collocation) or to
the collocated equipment (for virtual collocation).
(f) Inspector Labor. Provides for the U S WEST qualified
personnel necessary when Pac-West requires access to the
POI 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 (4) hours.
Maintenance Labor, Inspector Labor, Engineering Labor and
Equipment Labor business hours are considered to be Monday
through Friday, 8:00 am to 5:00 pm and after business
hours are after 5:00 pm and before 8:00 am, Monday through
Friday, all day Saturday, Sunday and holidays.
(g) 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 U S WEST network is of
sufficient length to require regeneration.
(h) U S WEST will provide external synchronization when
available.
(i) U S WEST will provide 20 hertz ringing supply when
available.
40.4.2 Physical Collocation Rate Elements
The following rate elements apply only to physical collocation
arrangements:
(a) Enclosure Buildout. The Enclosure Buildout element, either
Cage or Hardwall, includes the material and labor to
construct the enclosure specified by Pac-West or Pac-West
may choose from U S WEST approved contractors to construct
the cage, meeting U S WEST's installation Technical
Publication 77350. It includes the enclosure (cage or
hardwall), air conditioning (to support Pac-West loads
specified), lighting (not to exceed 2 wafts per square
foot), and convenience outlets (3 per cage or the number
required by building code for the hardwall enclosure).
Also provides for humidification, if required. Pricing for
Enclosure Buildout will be provided on an individual basis
due to the uniqueness of Pac-West's requirements, central
office structure and arrangements.
(b) Floor Space Rental. This element provides for the rental
of the floor space provided to Pac-West pursuant to a
physical collocation arrangement.
40.4.3 Virtual Collocation Rate Elements
The following rate elements apply only to virtual collocation
arrangements:
(a) Main tenance Labor. Provides for the labor necessary for
repair of out of service and/or service-affecting
conditions and preventative maintenance of the Pac-West
virtually collocated equipment. Pac-West is responsible
for ordering maintenance spares. U S WEST 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 of four (4)
hours.
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Maintenance Labor, Inspector Labor, Engineering Labor and
Equipment Labor business hours are considered to be Monday
through Friday, 8:00 am to 5:00 pm and after business
hours are after 5:00 pm and before 8:00 am, Monday through
Friday, all day Saturday, Sunday and holidays.
(b) Training Labor. Provides for the billing of
vendor-provided training for U S WEST personnel on a
metropolitan service area basis, necessary for Pac-West
virtually collocated equipment which is different from
equipment used by U S WEST. U S WEST will require three
(3) U S WEST employees to be trained per metropolitan
service area in which the Pac-West virtually collocated
equipment is located. If, by an act of U S WEST, trained
employees are relocated, retired, or are no longer
available, U S WEST will not require Pac-West to provide
training for additional U S WEST employees for the same
virtually collocated equipment in the same metropolitan
area. Fifty percent (50%) of the amount of training billed
to Pac-West will be refunded to Pac-West, should a second
collocator or U S WEST in the same metropolitan area
select the same virtually collocated equipment as
Pac-West. The second collocator or U S WEST will be
charged one half of the original amount paid by Pac-West
for the same metropolitan area.
(c) Equipment Bay. Provides mounting space for the Pac-West
virtually collocated equipment. Each bay includes the
seven (7) foot bay, its installation, and all necessary
environmental supports. Mounting space on the bay,
including space for the fuse panel and air gaps necessary
for heat dissipation is limited to 78 inches. The monthly
rate is applied per shelf.
(d) Engineering Labor. Provides the planning and engineering
of the Pac-West virtually collocated equipment at the time
of installation, change or removal.
(e) Installation Labor. Provides for the installation, change
or removal of the Pac-West virtually collocated equipment.
40.5. Collocation Installation Intervals
40.5.1 U S WEST shall have a period of thirty (30) calendar days
after receipt by Pac-West of a Request for Collocation to
provide Pac-West with a written quotation containing all
nonrecurring charges and fees for the requested
collocation (the "Quotation Preparation Period"). Pac-West
shall make payment of fifty percent (50%) of the
nonrecurring charges and fees upon acceptance of the
quotation ("Initial Payment") with the remainder due upon
completion of the construction. In the event Pac-West
disputes the amount of U S WEST's proposed nonrecurring
charges and fees, Pac-West shall deposit fifty percent
(50%) of the nonrecurring charges and fees into an
interest bearing escrow account prior to the commencement
of construction ("Initial Deposit"). The remainder of the
nonrecurring charges and fees shall be deposited into the
escrow account upon completion of the construction. Upon
resolution of the dispute, the escrow agent shall
distribute amounts in the account in accordance with the
resolution of such dispute and any interest that has
accrued with respect to amounts in the account shall be
distributed proportionately to the Parties. U S WEST shall
complete installation pursuant to the Pac-West Request for
Collocation within a maximum of three (3) months after the
Initial Payment or Initial Deposit for physical or virtual
collocation. If there is a dispute between U S WEST and
Pac-West regarding the amount of any nonrecurring charges
and fees, such dispute shall be resolved in accordance
with Section 27 above. The pendency of
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any such dispute shall not affect the obligation of U S
WEST to complete collocation within the installation
intervals described above.
41. Technical References - Collocation
Subject to Sections 1.3.1 and 1.3.2 of this Part A of this Agreement, U
S WEST shall provide collocation in accordance with the following standards:
41.1 Institute of Electrical and Electronics Engineers (IEEE) Standard
383, IEEE Standard for Type Test of Class 1 E Electric Cables,
Field Splices, and Connections for Nuclear Power Generating
Stations;
41.2 National Electrical Code (NEC), use most recent issue;
41.3 TA-NPL-000286, NEBS Generic Engineering Requirements for System
Assembly and Cable Distribution, Issue 2 (Bellcore, January
1989);
41.4 TR-EOP-000063 Network Equipment-Building System (NEBS) Generic
Equipment Requirements, Issue 3, March 1988;
41.5 TR-EOP-000151, Generic Requirements for 24-, 48-, 130-, and 140-
Volt Central Office Power Plant Rectifiers, Issue 1 (Bellcore,
May 1985);
41.6 TR-EOP-000232, Generic Requirements for Lead-Acid Storage
Batteries, Issue 1 (Bellcore, June 1985);
41.7 TR-NWT-000154, Generic Requirements for 24-, 48-, 130, and 140-
Volt Central Office Power Plant Control and Distribution
Equipment, Issue 2 (Bellcore, January 1992);
41.8 TR-NWT-000295, Isolated Ground Planes: Definition and
Application to Telephone Central Offices, Issue 2 (Bellcore, July
1992);
41.9 TR-NWT-000840, Supplier Support Generic Requirements (SSGR), (A
Module of LSSGR, FR-NWT-000064), Issue 1 (Bellcore, December
1991);
41.10 TR-NWT-001275 Central Office Environment Installations/Removal
Generic Requirements, Issue 1, January 1993; and
41.11 Underwriters' Laboratories Standard, UL 94.
42. Number Portability
42.1 Interim Number Portability (INP)
42.1.1 General Terms
(a) The Parties shall provide Interim Number
Portability (INP) on a reciprocal basis to the
extent technically feasible.
(b) Until permanent number portability is implemented
by the industry pursuant to regulations issued by
the FCC or the Commission, the Parties agree to
provide INP to each other through Remote Call
Forwarding, Direct Inward Dialing, or other
appropriate means as agreed to by the Parties.
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(c) Once permanent number portability is implemented
pursuant to FCC or Commission regulation, either
Party may withdraw, at any time and at its sole
discretion, its INP offerings, subject to advance
notice to the other Party with sufficient time to
allow for coordination to allow the seamless and
transparent conversion of INP Customer numbers to
permanent number portability. Upon implementation
of permanent number portability pursuant to FCC
regulations, both Parties agree to conform and
provide such permanent number portability. The
Parties agree to expeditiously convert Customers
from interim number portability to permanent
number portability, provided that the interim
service is not removed until the Customer has been
converted.
(d) U S WEST will update and maintain its Line
Information Database ("LIDB") listings for numbers
retained by Pac-West and its Customer, and
restrict or cancel calling cards associated with
these forwarded numbers as directed by Pac-West.
Further, U S WEST will not block third party and
collect calls to those numbers unless requested by
Pac-West.
(e) The ordering Party shall specify, on a per
telephone number basis, which method of INP is to
be employed and the providing Party shall provide
such method to the extent technically feasible.
(f) Where either Party has activated an entire NXX, or
activated a substantial portion of an NXX with the
remaining numbers in that NXX either reserved for
future use or otherwise unused, if these
Customer(s) choose 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.
42.1.2 Description Of Service
(a) Interim Number Portability Service ( "INP") is a
service arrangement that can be provided by U S
WEST to Pac-West or by Pac-West to U S WEST.
(b) INP applies to those situations where an end-user
Customer elects to change service providers, and
such Customer also wishes to retain its existing
or reserved telephone number(s). INP consists of
providing the capability to route calls placed to
telephone numbers assigned to one Party's switches
to another Party's switches.
(c) INP is available as INP-Remote Call Forwarding
("INP-RCF") permitting a call to a U S WEST
assigned telephone number to be translated to Pac-
West's dialable local number. Pac-West may
terminate the call as desired. Additional capacity
for simultaneous call forwarding is available
where technically feasible on a per path basis.
Pac-West will need to specify the number of
simultaneous calls to be forwarded for each number
ported.
(d) DID is another INP method that makes use of direct
inward dialing trunks. Each DID trunk group used
for INP is dedicated to carrying DID INP traffic
between the U S WEST end office and the Pac-West
switch. Traffic on
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these trunks cannot overflow to other trunks, so
the number of trunks shall be conservatively
engineered by U S WEST. Also, inter-switch
signaling is usually limited to multi-frequency
(MF) This precludes passing Calling Line I D to
the Pac-West switch.
(e) RI-PH will route a dialed call to the U S WEST
switch associated with the NXX of the dialed
number. The U S WEST switch shall then insert a
prefix onto the dialed number which identifies how
the call is to be routed to Pac-West. The prefixed
dialed number is transmitted to the U S WEST
tandem switch to which Pac-West is connected.
Route indexing is only available with seven (7)
digit local dialing.
The prefix is removed by the operation of the
tandem switch and the dialed number is routed to
Pac-West's switch so the routing of the call can
be completed by Pac-West.
i. DN-RI is a form of RI-PH that requires
direct trunking between the U S WEST switch
to which the ported number was originally
assigned and the Pac-West switch to which
the number has been ported. The U S WEST
switch shall send the originally dialed
number to the Pac-West switch without a
prefix.
ii. U S WEST shall provide RI-PH or DN-RI on an
individual telephone number basis, as
designated by Pac-West. Where technically
feasible, calls to ported numbers are first
directed to the Pac-West switch over direct
trunks but may overflow to tandem trunks if
all trunks in the direct group are
occupied.
iii. For both RI-PH and DN-RI the trunks used
may, at Pac-West's option, be the same as
those used for exchange of other local
traffic with U S WEST. At Pac-West' s
option, the trunks shall employ SS7 or in
band signaling and may be one way or two
way.
(g) INP is subject to the following restrictions:
i. An INP telephone number may be assigned by
Pac-West only to Pac-West's Customers
located within U S WEST's local calling
area and toll rating area that is
associated with the NXX of the ported
number. This is to prevent the possibility
of Customers using number portability to
extend the local calling area.
ii. INP is applicable only if Pac-West is
engaged in a reciprocal traffic exchange
arrangement with U S WEST.
iii. INP is not offered for NXX Codes 555, 976,
960 and 1+ sent-paid telephones, and
Service Access Codes (i.e., 500, 700,
800/888, 900). INP is not available for FGA
seven-digit numbers (including foreign
exchange (FEX), FX and FX/ONAL and foreign
Central Office service).. Furthermore, INP
numbers may only be used consistent with
network efficiency and integrity, i.e.,
inhibitions on mass calling events.
iv. The ported telephone number will be
returned to the switch which originally had
the ported number when the ported service
is
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disconnected. The normal intercept
announcement will be provided by the
porting company for the period of time
until the telephone number is reassigned.
v. Within thirty (30) days after the Effective
Date of this Agreement, U S WEST shall
provide Pac-West a list of those features
that are not available for INP telephone
numbers due to technical limitations.
42.1.3 Ordering and Maintenance
(a) Pac-West is responsible for all direct
interactions with Pac-West's end users with
respect to ordering and maintenance.
(b) U S WEST shall exchange with Pac-West SS7 TCAP
messages as required for the implementation of
Custom Local Area Signaling Services (CLASS) or
other features available in the U S WEST network.
(c) Each Party's designated INP switch must return
answer and disconnect supervision to the other
Party's switch.
(d) U S WEST shall disclose to Pac-West any technical
or capacity limitations that would prevent use of
a requested INP in a particular switching office.
(e) The Parties will develop and implement an
efficient deployment process to ensure call
routing integrity for toll and local calls, with
the objective to eliminate Customer downtime.
(f) For INP, Pac-West shall have the right to use the
existing U S WEST 911 infrastructure for all 911
capabilities. When RCF is used for Pac-West
subscribers, both the ported numbers and shadow
numbers shall be stared in the ALI databases.
Pac-West shall have the right to verify the
accuracy of the information in the ALI databases
via direct connection to the SCC ALI database
pursuant to the same process and procedures SCC
makes available to U S WEST.
42.2 Permanent Number Portability (PNP)
42.2.1 Upon implementation of Permanent Number Portability (PNP)
pursuant to FCC regulations, both Parties agree to conform
and provide such Permanent Number Portability. To the
extent consistent with the FCC rules as amended from time
to time, the requirements for PNP shall include the
following:
42.2.2 Subscribers must be able to change local service providers
and retain the same telephone number(s) consistent with
FCC rules and regulations.
42-2.3 The PNP network architecture shall not subject alternate
local exchange carriers to any degradation of service
compared to U S WEST in any relevant measure, including
transmission quality, switching and transport costs,
increased call set-up time and post-dial delay, and
Pac-West shall not be required to rely on the U S WEST
network for calls completing to its ported Customers.
42.2.4 When an office is equipped with PNP, in accordance with
the procedures specified by the North American Numbering
Council, the NXXs in the office shall be defined
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as portable and translations will be changed in the
Parties' switches to open those NXXs for database
queries.
42.2.5 When an NXX is defined as portable, it shall also be
defined as portable in all PNP-capable offices which have
direct trunks to the given switch.
42.2.6. Upon introduction of PNP in an Metropolitan Statistical
Area ("MSA"), the applicable switches will be converted
according to a published schedule with no unreasonable
delay. All portable NXXs shall be recognized as portable,
with queries launched from these switches.
42.2.7 Prior to implementation of PNP, the Parties agree to
develop, implement, and maintain efficient methods to
maintain 911 database integrity when a subscriber ports
to another service provider. The Parties agree that the
Customer should not be dropped from the 911 database
during the transition.
42.2.8 When a subscriber ports to another service provider and
has previously secured a reservation of line numbers from
the donor provider for possible activation at some future
point, these reserved but inactive numbers shall "port"
along with the active numbers being ported by the
subscriber. So long as Pac-West maintains the reserved
numbers, U S WEST shall not reassign said numbers. The
Parties will allocate the revenue generated from number
reservations in accordance with a schedule to be mutually
agreed upon by the Parties within ninety (90) days of the
Effective Date of this Agreement.
42.2.9 During the process of porting a subscriber, the donor
service provider shall implement the 10-Digit trigger
feature, when the technology is made available in each
switch in accordance with the schedules adopted by the
FCC. When the donor provider receives the porting
request, the unconditional trigger shall be applied to
the subscriber's line at the time that has been agreed to
via the Western Region LNP Operations Guidelines in order
to overcome donor network time delays in the
disconnection of the subscriber. Alternatively, when an
activation notice is sent to an NPAC to trigger a
broadcast to service provider databases, the donor switch
shall have its translations changed to disconnect the
subscriber's line within thirty (30) minutes or less
after the donor network Local SMS's has received the
broadcast. Porting requests that require coordination
between service providers, in accordance with the
guidelines, will be handled on a case-by-case basis and
will not be covered by the above.
42.2.10 Both Pac-West and U S WEST shall:
(a) support all emergency and operator services.
(b) use scarce numbering resources efficiently and
administer such resources in a competitively
neutral manner.
(c) jointly cooperate with each other to provide the
information necessary to rate and bill all types
of calls.
(d) jointly cooperate with each other to apply PNP
consistently on a nationwide basis, and in
accordance with all FCC directives.
42.2.11 A ten-digit code, consistent with the North American
Numbering Plan, shall be used as a network address for
each switch that terminates subscriber lines, i.e., an
end
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office. This address shall support existing six-digit
routing and may be implemented without changes to
existing switch routing algorithms. In existing end
offices, this address shall be selected from one of its
existing NPA-NXXs. New end offices shall be assigned an
address through normal administrative processes.
42.2.12 PNP employs an "N-1" (N minus 1) Query Strategy for
interLATA or intraLATA toll calls, by which the
originating carrier will pass the call to the
appropriate toll carder who will perform a query to an
external routing database and efficiently route the
call to the appropriate terminating local carrier
either directly or through an access tandem office.
42.2.13 U S WEST shall furnish Pac-West with the first six (6)
digits of the originating address when it supplies
Pac-West with the Jurisdiction Information Parameter
for the originating address message.
42.2.14 U S WEST agrees to begin the introduction of PNP to end
user subscribers who may begin changing local service
providers and retaining their existing telephone number
based on the time line set out by the FCC in its
Telephone Number Portability Order (CC Docket No.
95-116), or in accordance with a Commission order if
such time for introduction of PNP set by the Commission
is earlier than would result under the FCC Order.
42.2.15 The generic requirements for the PNP alternative will
be implemented in accordance with industry-standard
specifications.
42.2.16 For a local call to a ported number, the originating
carrier is the "N-1" carrier. It will perform an
external database query as soon as the call reaches the
first PNP-capable switch in the call path and pass the
call to the appropriate terminating carder. A
PNP-capable originating switch shall query on a local
call to a portable NXX as soon as it determines that it
(the originating switch) does not serve the dialed
number.
42.2.17 U S WEST shall be the default carrier for database
queries where Pac-West is unable to perform its own
query due to abnormal conditions. Pac-West shall be the
default carder for database queries where U S WEST is
unable to perform its own query due to abnormal
conditions.
42.2.18 U S WEST will provide Pac-West PNP for subscribers
moving to a different location, or staying at the same
location, within the same rate center area.
42.2.19 U S WEST will work cooperatively with other local
service providers to establish the Western Region
Number Portability Administration Center/Service
Management System (SMS) The SMS shall be administered
by a neutral third party to provide for the efficient
porting of numbers between carriers. There must be one
(1) exclusive NPAC per portability State or region, and
U S WEST shall provide all information uploads and
downloads regarding ported numbers to/from,
respectively, the exclusive NPAC. U S WEST and
Pac-West shall cooperate to facilitate the expeditious
deployment of PNP through the process prescribed by the
FCC, including, but not limited to, participation in
the selection of a neutral third party and development
of SMS, as well as SMS testing for effective
procedures, electronic system interfaces, and overall
readiness for use consistent with that specified for
provisioning in this Agreement.
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42.3 Requirements for INP and NP
42.3.1 (Intentionally left blank for numbering consistency]
42.3.2 Cut-Over Process
The Parties shall cooperate in the process of porting numbers
from one carder to another so as to limit service outage for the
ported subscriber. This shall include, but not be limited to,
each Party updating its respective network element translations
within fifteen (15) minutes following notification by the
industry SMS, or ported-to local service provider, and deploying
such temporary translations as may be required to minimize
service outage, e.g., unconditional triggers. In addition,
Pac-West shall have the right to determine who initiates the
order for INP in specific cut-over situations. The time frames in
this paragraph shall be pursuant to Generic Requirements for SCP
Application and GTT Function for Number Portability, Issue 0.99,
January 6, 1997 and subsequent versions which may be adopted from
time to time. The Parties shall cooperate to review and, if
necessary, adjust the above time frame based on their actual
experiences.
42.3.3 Testing
U S WEST and Pac-West shall cooperate in conducting Pac-West's
testing to ensure interconnectivity between systems. U S WEST
shall inform Pac-West of any system updates that may affect the
Pac-West network and U S WEST shall, at Pac-West's request,
perform tests to validate the operation of the network.
Additional testing requirements may apply as specified by this
Agreement.
42.3.4 Engineering and Maintenance
(a) U S WEST and Pac-West will cooperate to ensure that
performance of trunking and signaling capacity is
engineered and managed at levels which are at least the
same level of service as provided by U S WEST to its
subscribers and to ensure effective maintenance testing
through activities such as routine testing practices,
network trouble isolation processes and review of
operational elements for translations, routing and network
fault isolation.
(b) Additional specific engineering and maintenance
requirements shall apply as specified in this Agreement.
42.3.5 Recording and Billing
The Parties shall provide each other with accurate billing and
subscriber account record exchange data necessary for billing
their subscribers whose numbers have been ported.
42.3.6 Operator Services and Directory Assistance
With respect to operator services and directory assistance
associated with NP for Pac-West subscribers, U S WEST shall
provide the following:
(a) While INP is deployed and prior to conversion to PNP:
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i. The Parties acknowledge that technology, as
of the Effective Date of this Agreement, does
not permit the provision of BLV/BLI to ported
numbers. When such becomes available in the U
S WEST network, such technology shall be made
available to Pac-West.
ii. U S WEST shall allow Pac-West to order
provisioning of Telephone Line Number (TLN)
calling cards and Billed Number Screening
(BNS), in its LIDB, for ported numbers, as
specified by Pac-West. U S WEST shall
continue to allow Pac-West access to its
LIDB. Other LIDB provisions are specified in
this Agreement.
iii. Where U S WEST has control of Directory
Listings for NXX codes containing ported
numbers, U S WEST shall maintain entries for
ported numbers as specified by Pac-West in
accordance with the Listings Section of this
Agreement.
(b) When PNP is in place:
i. The provisions in Section 42.3.6 preceding,
shall apply when PNP is in place.
ii. If Integrated Services Digital Network User
Part (ISUP) signaling is used, U S WEST shall
provide the Jurisdiction Information
Parameter in the SSE7 Initial Address
Message. (See Generic Switching and Signaling
Requirements for Number Portability, Issue
1.0, February 12, 1996 (Editor -Lucent
Technologies, Inc.)).
iii. The Parties shall provide, when received from
the NPAC, a 10-Digit Global Title Translation
(GTT) Node for routing queries for TCAP-based
operator services (e.g., LIDB). The acquiring
company will provide the GTT to the NPAC. The
NPAC will distribute this information to the
donor company and all other parties.
iv. U S WEST OSS shall meet all requirements
specified in "Generic Operator Services
Switching Requirements for Number
Portability," Issue 1.1, June 20, 1996, as
updated from time to time.
43. Dialing Parity
43.1 The Parties shall provide dialing parity to each other as
required under Section 251(b)(3) of the Act or state law or
regulation as appropriate.
43.2 U S WEST shall ensure that all Pac-West Customers experience the
same dialing parity as similarly-situated Customers of U S WEST
services, such that, for example, for all call types: (a) an
Pac-West Customer is not required to dial any greater number of
digits than a similarly-situated U S WEST Customer, and (b) the
Pac-West Customer may retain its local telephone number, so long
as the Customer continues receiving service in the same central
office serving area.
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44. Directory Listings
44.1 Directory Listings General Requirements
44.1.1 This Section 44 pertains to Directory Listings
requirements for the appearance of Pac-West end user
Directory Listings in directory assistance service or
directory product.
44.1.2 U S WEST shall include in its master Directory Listing
database all list information for Pac-West Customers.
44.1.3 U S WEST shall not sell or license, nor allow any third
party, the use of Pac-West Customer Listings without the
prior written consent of Pac-West. U S WEST shall not
disclose nor allow any third party to disclose non-listed
name or address information for any purpose other than
what may be necessary to complete directory distribution.
44.1.4 Pac-West Customer Listings in the U S WEST Directory
Assistance database and Directory Listing database shall
be co-mingled with Listings of U S WEST and other CLEC
Customers.
44.1.5 Each Pac-West Customer Primary Listing shall be provided,
at no charge, the same white page listings that U S WEST
provides its Customers.
44.1.6 Each Pac-West business Customer Primary Listing shall be
provided, at no charge, the same yellow page classified
courtesy Listings that U S WEST provides its Customers.
44.1.7 U S WEST shall also ensure that its directory publisher
publishes all types of Listings for Pac-West Customers
that are available to U S WEST Customers under the same
terms, and conditions, including, but not limited to:
(a) Foreign listings
(b) Reference listings
(c) Information listings
(d) Alternate call listings
(e) Multi-line listings
(f) Multi-line/Multi-owner listings
44.1.8 Pac-West end user Listings property identified by Pac-West
as State, Local, and Federal government Listings shall be
appropriately coded in the U S WEST Directory Listing
database. U S WEST will provide government code
information to Pac-West.
44-1.9 The listing and handling of Pac-West listed and non-listed
telephone numbers shall be at least at parity with that
provided by U S WEST to its own Customers, including
Pac-West customers who have ported telephone numbers from
U S WEST.
44.1.10 U S WEST shall ensure that its directory publisher
publishes Pac-West sales, service, billing, and repair
information for business and residential Customers, along
with the Pac-West logo in the customer information/guide
pages of each directory at no charge to Pac-West.
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44.1.11 U S WEST is responsible for maintaining Listings, including
entering, changing, correcting, rearranging and removing
listings in accordance with Pac-West orders. Upon request,
and at least one (1) month prior to a given white page
directory close, a method of reviewing and correcting
Listings will be provided.
44.1.12 For white pages and yellow pages advertising, U S WEST shall
ensure that (a) U S WEST's directory publisher sell such
advertising on a nondiscriminatory basis to Pac-West
Customers, (b) charges for such advertising will be billed
by U S WEST's directory publisher in the same manner as it
bills for U S WEST's customers' advertisements, and (c)
Pac-West shall receive commissions or other compensation
from U S WEST's directory publisher on all compensation
generated by such advertising at no less than the commission
or compensation rate paid to U S WEST or any of its
Affiliates.(22)
44.1.13 U S WEST will permit Pac-West Customers to place orders for
Premium Listings and privacy listings. Pac-West will be
charged for Premium Listings and privacy listings at U S
WEST's general exchange tariff rates less the wholesale
discount rate. The Premium and privacy listing charges will
be billed to Pac-West and itemized at the telephone number
sub-account level.
44.1.14 U S WEST shall ensure a third party distributes appropriate
alphabetical and classified directories (white and yellow
pages) and recycling services to Pac-West Customers at
parity with U S WEST end users, including providing
directories, a) upon establishment of new service; b) during
annual mass distribution; and c) upon Customer request.
44.1.15 At no charge, U S WEST shall ensure that each directory
cover indicates inclusion of Pac-West customer listings.(23)
44.1.16 U S WEST will provide the option of having CENTREX users
listed when Pac-West purchases CENTREX type services for
resale.
44.1.17 Pac-West shall receive the same treatment as U S WEST
receives with respect to white and yellow page matters.(24)
44.2 Scope
44.2.1 Pac-West grants U S WEST a non-exclusive license to incorporate
Listings information into its Directory Assistance database.
Pac-West shall select one of two options for U S WEST's use of
Listings and dissemination of Listings to third parties.
EITHER:
(a) Treat the same as U S WEST's end user listings - No prior
authorization is needed for U S WEST to release Listings
to directory publishers or other third parties. U S WEST
will incorporate Listings information in all existing and
future Directory Assistance applications developed by U S
WEST.
- ----------
22 Procedural Order, July 14, 1997, pages 6-8.
23 Arizona Bench Order, May 29, 1997, p. 1600, Procedural Order, July 14,
1997 at page 9.
24 Arizona Bench Order, May 29,1997, p. 1600, Procedural Order, July 14,
1997 at page 9.
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Pac-West authorizes U S WEST to sell and otherwise make
Listings available to directory publishers. Listings shall
not be provided or sold in such a manner as to segregate
end users by carrier.
OR:
(b) Restrict to U S WEST's Directory Assistance services -
Prior authorization required from Pac-West for all other
uses. Pac-West makes its own, separate agreements with U S
WEST, third Parties and directory publishers for all uses
of its listings beyond DA. U S WEST will sell or provide
Listings to directory publishers (including U S WEST's
publisher affiliate) or other third Parties only after the
third party presents proof of Pac-West's authorization.
Listings shall not be provided or sold in such a manner as
to segregate end users by carrier.
(c) U S WEST shall be entitled to retain all revenue
associated with any sales pursuant to subparagraphs (a)
and (b) above.(25)
44.3 U S WEST will take reasonable steps in accordance with industry
practices to accommodate non-published and non-listed Listings provided
that Pac-West has supplied U S WEST the necessary privacy indicators on
such Listings.
44.4 Pac-West Responsibilities
44.4.1 Pac-West agrees to provide to U S WEST its end user names,
addresses and telephone numbers in a standard mechanized format,
as utilized by U S WEST.
44.4.2 Pac-West will supply its ACNA/CIC or CLCC/OCN, as appropriate,
with each order to provide U S WEST the means of identifying
listings ownership.
44.4.3 Pac-West represents the end user information provided to U S WEST
is accurate and correct. Pac-West further represents that it has
reviewed all listings provided to U S WEST, including end user
requested restrictions on use such as non-published and
non-listed.
44.4.4 Pac-West is responsible for dealings with, and on behalf of,
Pac-West's end users on the following subjects:
a) All end user account activity, e.g., end user queries and
complaints.
b) All account maintenance activity, e.g., additions, changes,
issuance of orders for Listings to U S WEST.
c) Determining privacy requirements and accurately coding the
privacy indicators for Pac-West's end user information. If
end user information provided by Pac-West to U S WEST does
not contain a privacy indicator, no privacy restrictions will
apply.
- ----------
25 Procedural order, July 14, 1997 at page 10.
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45. [intentionally left blank for numbering consistency]
46.(26) U S WEST Dex Issues
U S WEST and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, and
yellow page listings, will be the subject of negotiations between
Pac-West and directory publishers, including U S WEST Dex.
U S WEST acknowledges that Pac-West may request U S WEST to facilitate
discussions between Pac-West and U S WEST Dex.
47. Access to Poles, Ducts, Conduits, and Rights of Way
47.1(27) Each Party shall provide the other Party nondiscriminatory
access to poles, ducts, rights-of-way and conduits it controls
on terms, conditions and prices as described herein. While the
language in Section 47 describes the provision of poles, ducts,
rights-of-way and conduits by U S WEST to Pac-West, the
language in this Section shall apply reciprocally to the
provision by Pac-West to U S WEST of poles, ducts,
rights-of-way and conduits not used by Pac-West to provide
exclusively long distance services .(28)
47.2 [intentionally left blank for numbering consistency]
47.3 Definitions
"Poles, ducts, conduits and ROW' refer to all the physical
facilities and legal rights which provide for access to pathways
across public and private property. These include poles, pole
attachments, ducts, innerducts, conduits, building entrance
facilities, building entrance links, equipment rooms, remote
terminals, cable vaults, telephone closets, building risers,
rights-of-way, or any other requirements needed to create
pathways. These pathways may run over, under, across or through
streets, traverse private property, or enter multi-unit
buildings. A Right-of-Way ("ROW') is the right to use the land or
other property owned, leased, or controlled by any means by U S
WEST to place poles, ducts, conduits and ROW or to provide
passage to access such poles, ducts, conduits and ROW. A ROW may
run under, on, or above public or private property (including air
space above public or private property) and shall include the
right to use discrete space in buildings, building complexes, or
other locations.
47.4 Requirements
47.4.1 U S WEST shall make poles, duct, conduits and ROW
available to Pac-West upon receipt of a request for use
within the time periods provided in this Section,
providing all information necessary to implement such use
and containing rates, terms and conditions, including, but
not limited to, maintenance and use in accordance with
this Agreement and at least equal to those which it
affords itself, its Affiliates and others. Other users of
these facilities, including U S WEST, shall not interfere
with the availability or use of the facilities by
Pac-West.
- ----------
26 MCIm Order, p. 23 at Issue 36 and AT&T Order Issue 70.
27 MCIm Order, p. 22 at Issue 35.
28 MCIm Order, p. 22 at Issue 35; Procedural Order, July 14, 1997 at pages
10-11.
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47.4.2 Within ten (10) Business Days of Pac-West's request for
specific poles, ducts, conduits, or ROW, U S WEST shall
provide any information in its possession or available to
it regarding the environmental conditions of such
requested poles, ducts, conduits or ROW route or location
including, but not limited to, the existence and condition
of asbestos, lead paint, hazardous substance
contamination, or radon. Information is considered
"available" under this Agreement if it is in U S WEST's
possession or files, or the possession of an agent,
contractor, employee, lessor, or tenant of U S WEST's that
holds such information on U S WEST's behalf. If the poles,
ducts, conduits or ROW contain such environmental
contamination, making the placement of equipment
hazardous, U S WEST shall offer alternative poles, ducts,
conduits or ROW for Pac-West's consideration. U S WEST
shall allow Pac-West to perform any environmental site
investigations, including, but not limited to, Phase I and
Phase 11 environmental site assessments, as Pac-West may
deem to be necessary.
47.4.3 U S WEST shall not prevent or delay any third party
assignment of ROW to Pac-West.
47.4.4 U S WEST shall offer the use of such poles, ducts,
conduits and ROW it has obtained from a third party to
Pac-West, to the extent such agreement does not prohibit U
S WEST from granting such rights to Pac-West. They shall
be offered to Pac-West on the same terms as are offered to
U S WEST. U S WEST shall exercise its eminent domain
authority when necessary to expand an existing ROW over
private property in order to accommodate a request from
Pac-West for access to such ROW.(29) Pac-West shall
reimburse U S WEST for U S WEST's reasonable costs, if
any, incurred as a result of the exercise of its eminent
domain authority on behalf of Pac-West in accordance with
the provisions of this paragraph.
47.4.5 U S WEST shall provide Pac-West equal and
non-discriminatory access to poles, ducts, conduit and ROW
and any other pathways on terms and conditions equal to
that provided by U S WEST to itself or to any other
Person. Further, U S WEST shall not preclude or delay
allocation of these facilities to Pac-West because of the
potential needs of itself or of any other Person, except a
maintenance spare may be retained as described below.
47.4.6 U S WEST shall not attach, or permit other entities to
attach facilities on, within or overlashed to existing
Pac-West facilities without Pac-West's prior written
consent.
47.4.7 U S WEST agrees to provide current detailed engineering
and other plant records and drawings for specific requests
for poles, ducts, conduit and ROW, including facility
route maps at a city level, and the fees and expenses
incurred in providing such records and drawings, on the
earlier of twenty (20) Business Days from Pac-West's
request or the time within which U S WEST provides this
information to itself or any other Person.(30) Such
information shall be of equal type and quality as that
which is available to US WEST's own engineering and
operations staff. U S WEST shall also allow personnel
designated by Pac-West to jointly examine with U S WEST
personnel, at no cost to Pac-West for such personnel, such
engineering records and drawings for a specific routing at
U S WEST Central Offices and U S WEST Engineering Offices
upon ten (10) days'
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29 AT&T Order, p. 30 at Issue 55.
30 MCIm Order, p. 22, Issue 35.
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written notice to US WEST. U S WEST acknowledges that the request
for information and the subject matter related to the request
made under this Section shall be treated as Proprietary
Information.
47.4.8 U S WEST shall provide to Pac-West a Single Point of Contact for
negotiating all structure lease and ROW arrangements.
47.4.9 U S WEST shall provide information regarding the availability and
condition of poles, ducts, conduit and ROW within five (5)
Business Days of Pac-West's request if the information then
exists in U S WEST's records (a records based answer) and within
twenty (20) Business Days of Pac-West's request if U S WEST must
physically examine the poles, ducts, conduits and ROW (a field
based answer) ("Request"). Pac-West shall have the option to be
present at the field based survey and U S WEST shall provide
Pac-West at least twenty-four (24) hours' notice prior to the
start of such field survey. During and after this period, U S
WEST shall allow Pac-West personnel to enter manholes and
equipment spaces and view pole structures to inspect such
structures in order to confirm usability or assess the condition
of the structure. US WEST shall send Pac-West a written notice
confirming availability pursuant to the Request within such
twenty (20) day period ("Confirmation").
47.4.10 Reservation. For the period beginning at the time of the Request
and ending ninety (90) days following Confirmation, U S WEST
shall reserve such poles, ducts, conduit and ROW for Pac-West
that Pac-West may reasonably request. Pac-West shall pay an
appropriate reservation fee mutually agreed upon by the Parties
for such reservation and shall elect whether to accept the poles,
ducts, conduits, or ROW within the ninety (90) day period
following Confirmation. Pac-West may accept such facilities by
sending written notice to U S WEST ("Acceptance").
47.4.10.1 Right of First Refusal. During the Reservation Period,
if another party, including US WEST, makes a bona fide
and good faith request for the use of any poles,
ducts, conduits or ROW that Pac-West has previously
reserved, Pac-West shall have a "right of first
refusal" over these facilities. If Pac-West chooses to
exercise its right of first refusal, it shall do so by
providing US WEST written notice of same within ten
(10) Business Days following receipt of written notice
from U S WEST advising Pac-West. of the bona fide and
good faith request.
47.4.10.2 Exercise of Right of First Refusal/Reservation. To
ensure proper use of reserved facilities, after the
expiration of the reservation period or upon exercise
of its right of first refusal, whichever occurs
earlier, Pac-West must begin paying the approved rate
for access (whether or not it has actually installed
conduit or cable) and shall begin construction on the
facility within six (6) months, or release its
reservation.
47.4.11 Reservation. After Acceptance by Pac-West, Pac-West shall have
six (6) months to begin attachment and/or installation of its
facilities to the poles, ducts, conduit and ROW or request U S
WEST to begin make ready or other construction activities. Any
such construction, installation or make ready by Pac-West shall
be completed by the end of one (1) year after Acceptance.
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Pac-West shall not be in default of the 6-month or 1-year
requirement above if such default is caused in any way by any
action, inaction or delay on the part of U S WEST or its
Affiliates or subsidiaries.
47.4.12 Make Ready. U S WEST shall rearrange, modify and/or make ready
existing poles, ducts, conduit and ROW where necessary and
feasible to provide space for Pac-West's requirements. Subject to
the requirements above, the Parties shall endeavor to mutually
agree upon the time frame for the completion of such work within
five (5) days following Pac-West's request; provided, however,
that any such work required to be performed by U S WEST shall be
completed within sixty (60) days or a reasonable period of time
based on standard construction intervals in the industry, unless
otherwise agreed by Pac-West in writing.
47.4.13 New Construction. After Acceptance, U S WEST shall complete any
new construction, relocation or installation of poles, ducts,
conduits or ROW required to be performed by U S WEST or any U S
WEST construction, relocation or installation requested by
Pac-West within a reasonable period of time based on standard
construction intervals in the industry or sixty (60) days after
obtaining all governmental authority or permits necessary to
complete such construction, relocation or installation. If U S
WEST anticipates that construction, relocation or installation
will go beyond standard industry intervals or the sixty (60) day
period, U S WEST shall immediately notify Pac-West and the
Parties shall mutually agree on a completion date.
47.4.14 Pac-West shall begin payment for the use of newly constructed
poles, ducts, conduit, and ROW upon completion of such
construction and installation and confirmation by appropriate
testing methods that the facilities are in a condition ready to
operate in Pac-West's network or upon use (other than for
testing) by Pac-West, whichever is earlier.
47.4.15 Pac-West shall make payment for construction, relocation,
rearrangements, modifications and make ready in accordance with
Section 3.5 of Attachment 1 of this Agreement.
47.4.16 Pac-West shall begin payment for the use of existing poles,
ducts, conduit and ROW within ninety (90) days following
Confirmation.(31)
47.4.17 Pac-West may, at its option, install its facilities on poles,
ducts, conduit and ROW and use Pac-West or Pac-West designated
personnel to attach its equipment to such U S WEST poles, ducts,
conduits and ROW.
47.4.18 If available, U S WEST shall provide Pac-West space in manholes
for racking and storage of cable and other materials as requested
by Pac-West.
47.4.19 U S WEST shall rearrange, modify and/or make ready any conduit
system or poles with retired cable by removing such retired cable
from conduit systems or poles to allow for the efficient use of
conduit space and pole space. U S WEST shall take all reasonable
steps to expand its facilities to accommodate Pac-West's request,
and shall do so in accordance with the time frames set forth in
this
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31 MCIm Order, p. 2-2 at Issue 35.
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Section 47.(32) Before denying access based on a lack of
capacity, U S WEST must explore potential accommodations
with Pac-West.
47.4.20 Where U S WEST has innerducts which are not, at that
time, being used or are not reserved as emergency or
maintenance spare in accordance with FCC rules and
regulations, U S WEST shall offer such ducts for
Pac-West's use.
47.4.21 Where a spare innerduct does not exist, U S WEST shall
allow Pac-West to install an innerduct in U S WEST
conduit, at Pac-West's cost and expense. U S WEST must
review and approve any installation of innerduct in any
U S WEST's duct prior to the start of construction. Such
approval shall not be unreasonably delayed, withheld or
conditioned. Pac-West shall provide notice to U S WEST
of any work activity not less than twenty-four (24)
hours prior to the start of construction.
47.4.22 Where U S WEST has any ownership or other rights to ROW
to buildings or building complexes, or within buildings
or building complexes, U S WEST shall offer such ROW to
Pac-West.
(a) Subject to the approval of the building owner,
if required, the right to use any available
space owned or controlled by U S WEST in the
building or building complex to install Pac-West
equipment and facilities;
(b) Subject to the approval of the building owner,
if required, ingress and egress to such space;
and
(c) Subject to the approval of the building owner,
if required, the right to use electrical power
at parity with U S WEST's rights to such power.
47.4.23 Whenever U S WEST intends to modify or alter any poles,
ducts, conduits or ROW which contain Pac-West's
facilities, U S WEST shall provide written notification
of such action to Pac-West so that Pac-West may have a
reasonable opportunity to add to or modify its
facilities. Pac-West shall advise U S WEST, in writing,
of its intentions to add or modify the facilities within
fifteen (15) Business Days of U S WEST's notification.
If Pac-West adds to or modifies its facilities according
to this paragraph, Pac-West shall bear a proportionate
share of the costs incurred by U S WEST in making such
facilities accessible.
47.4.24 Pac-West shall not be required to bear any of the costs
of rearranging or replacing its facilities, if such
rearrangement or replacement is required as a result of
an additional attachment or the modification of an
existing attachment sought by any entity other than
Pac-West, including U S WEST.
47.4.25 U S WEST shall maintain the poles, ducts, conduits and
ROW at its sole cost. Pac-West shall maintain its own
facilities installed within the poles, ducts, conduits
and ROW at its sole cost. In the event of an emergency,
U S WEST shall begin repair of its facilities containing
Pac-West's facilities within a reasonable time frame
based on industry standards or a time frame requested by
Pac-West If U S WEST cannot begin repair within the
requested time frame, upon notice and approval of U S
WEST, which approval shall not be unreasonably withheld,
Pac-West may begin such repairs without the presence of
U S WEST personnel. Pac-West may climb poles and enter
the manholes, handholds, conduits and equipment spaces
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32 AT&T Order, Issue 54.
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containing U S WEST's facilities in order to perform such
emergency maintenance, but only until such time as
qualified personnel of US WEST arrives ready to continue
such repairs. For both emergency and non-emergency
repairs, Pac-West may use spare innerduct or conduits,
including the innerduct or conduit designated by U S WEST
as emergency spare for maintenance purposes; provided,
however, that Pac-West may only use such spare conduit or
innerduct for a maximum period of ninety (90) days.
47.4.26 In the event of a relocation necessitated by a
governmental entity exercising the power of eminent
domain, when such relocation is not reimbursable, all
parties shall share pro rata in costs for relocating the
base conduit or poles and shall each pay its own cost of
cable and installation of the facilities in the newly
rebuilt U S WEST poles, ducts, conduits and ROW.
48. Bona Fide Request Process for Further Unbundling
48.1(33) Any request for Interconnection or access to an unbundled
Network Element not already available via price lists, tariff,
or as described herein shall be treated as a "Request" under
this Section.
48.2 U S WEST shall use the Bona Fide Request ("BFR") process as
described in this Section 48, to determine the technical
feasibility of the requested Interconnection or Network
Element(s) and, for those items found to be technically
feasible, to provide the terms and timetable for providing the
requested items. Additionally, elements, services and functions
which are materially or substantially different from those
services, elements or functions already provided by U S WEST to
itself, its Affiliates, Customers, or end users may, at the
discretion of Pac-West, be subject to this BFR. process.
48.3 A Request shall be submitted in writing and, at a minimum,
shall include: (a) a complete and accurate technical
description of each requested Network Element or
Interconnection; (b) the desired interface specifications; (c)
a statement that the Interconnection or Network Element will be
used to provide a Telecommunications Service; (d) the quantity
requested; (e) the location(s) requested; and (f) whether
Pac-West wants the requested item(s) and terms made generally
available. Pac-West may designate a Request as Confidential.
48.4 Within forty-eight (48) hours of receipt of a Request, U S WEST
shall acknowledge receipt of the Request and review such
Request for initial compliance with Subsection 48.3 above. In
its acknowledgment, U S WEST shall advise Pac-West of any
missing information reasonably necessary to move the Request to
the preliminary analysis described in Subsection 48.5 below.
48.5 Unless otherwise agreed to by the Parties, within thirty (30)
calendar days of its receipt of the Request and all information
necessary to process it, U S WEST shall provide to Pac-West a
preliminary analysis of the Request. As reasonably requested by
Pac-West, U S WEST agrees to provide status updates to Pac-West
U S WEST will notify Pac-West if the quote preparation fee, if
any, will exceed $5,000. Pac-West will approve the continuation
of the development of the quote prior to U S WEST incurring any
reasonable additional expenses. The preliminary analysis shall
specify whether or not the requested
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33 The MCIm Order, p. 9 at Issue 10, sets forth a stricter time line for U
S WEST to follow in responding to BFRs than does the following
agreed-upon language. The Parties have subsequently agreed to the time
frames as set forth in this Section.
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Interconnection or access to an unbundled Network Element is
technically feasible and otherwise qualifies as a Network Element
or Interconnection as defined under the Act.
48.5.1 If U S WEST determines during the thirty (30) day period that a
Request is not technically feasible or that the Request otherwise
does not qualify as a Network Element or Interconnection required
to be provided under the Act, U S WEST shall so advise Pac-West
as soon as reasonably possible of that fact, and promptly provide
a written report setting forth the basis for its conclusion but
in no case later than ten (10) calendar days after making such
determination.
48.5.2 If U S WEST determines during the thirty (30) day period that the
Request is technically feasible and otherwise qualifies under the
Act, it shall notify Pac-West in writing of such determination,
no later than ten (10) calendar days after making such
determination.
48.5.3 Unless otherwise agreed to by the Parties, as soon as feasible,
but no more than ninety (90) calendar days after U S WEST
notifies Pac-West that the Request is technically feasible, U S
WEST shall provide to Pac-West a Request quote which will
include, at a minimum, a description of each Interconnection and
Network Element, the quantity to be provided, the installation
intervals (both initial and subsequent), the impact on shared
systems software interfaces, the ordering process changes, the
functionality specifications, any interface specifications, and
either:
(a) the applicable rates (recurring and nonrecurring),
including the amortized development costs, as appropriate
pursuant to Section 48.5.4 below, of the Interconnection
or Network Element; or
(b) the payment for development costs, as appropriate pursuant
to Section 48.5.4 below, of the Interconnection or Network
Element and the applicable rates (recurring and
nonrecurring), excluding the development costs.
48.5.4 The choice of using either option (a) or (b) above shall be at U
S WEST's sole discretion. A payment for development cost,
however, is appropriate only where Pac-West is the only
conceivable user of the functionality (including consideration of
U S WEST as a potential user) or where the requested quantity is
insufficient to provide amortization.
48.6 If U S WEST has used option (a) above in its Request quote, then, within
thirty (30) days of its receipt of the Request quote, Pac-West must
indicate its nonbinding interest in purchasing the Interconnection or
Network Element at the stated quantities and rates, cancel it Request, or
seek remedy under the dispute resolution section of this Agreement
48.7 If U S WEST has used option (b) above in its Request quote, then, within
thirty (30) days of its receipt of the Request quote, Pac-West must
either agree to pay the development costs of the Interconnection or
Network Element, cancel its Request, or seek remedy under the dispute
resolution section of this Agreement.
48.8 If U S WEST has used option (b) in its Request quote and Pac-West has
accepted the quote, Pac-West may cancel the Request at any time, but will
pay U S WEST's reasonable development costs of the Interconnection or
Network Element up to the date of cancellation.
48.9 U S WEST will use reasonable efforts to determine the technical
feasibility and conformance with the Act of the Request within the first
thirty-two (32) days of receiving the Request. In
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the event U S WEST has used option (b) above in its Request quote
and U S WEST later determines that the Interconnection or Network
Element requested in the Request is not technically feasible or
otherwise does not qualify under the Act, U S WEST shall notify
Pac-West within ten (10) Business Days of making such
determination and Pac-West shall not owe any compensation to U S
WEST in connection with the Request. Any quotation preparation
fees or development costs paid by Pac-West to the time of such
notification shall be refunded by U S WEST.
48.10 To the extent possible, U S WEST will utilize information from
previously developed BFRs to address similar arrangements in
order to shorten the response times for the currently requested
BFR. In the event Pac-West has submitted a Request for an
Interconnection or a Network Element and U S WEST determines in
accordance with the provisions of this Section 48 that the
Request is technically feasible, the Parties agree that
Pac-West's subsequent request or order for the identical type of
Interconnection or Network Element shall not be subject to the
BFR process. To the extent U S WEST has deployed an identical
Network Element under a previous BFR, a subsequent BFR is not
required. For purposes of this Section 48.10, an "identical"
request shall be one that is materially identical to a previous
request with respect to the information provided pursuant to
Subsections (a) through (e) of Section 48.3 above.
48.11 In the event of a dispute under this Section 48, the Parties
agree to seek expedited Commission resolution of the dispute, to
be completed within twenty (20) days of U S WEST's response
denying Pac-West's BFR, and in no event more than thirty (30)
days after the filing of Pac-West's petition. Alternatively, the
Parties may mutually agree to resolve any disputes under this
section through the dispute resolution process pursuant to
Section 27, Part A of this Agreement.
48.12 All time intervals within which a response is required from one
Party to another under this Section 48 are maximum time
intervals. The Parties agree that they will provide all responses
to the other Party as soon as the Party has the information and
analysis required to respond, even if the time interval stated
herein for a response is not over.
49. Audit Process
49.1 As used herein, "Audit' shall mean a comprehensive review of
services performed under this Agreement. Either Party (the
"Requesting Party") may perform up to three (3) Audits per
12-month period commencing with the Effective Date.
49.2 Upon thirty (30) days' written notice by the Requesting Party to
the other Party (the "Audited Party"), the Requesting Party shall
have the right, through its authorized representative, to make an
Audit, during normal business hours, of any records, accounts and
processes which contain information related to the services
provided and performance standards agreed to under this
Agreement. Within the above-described 30-day period, the Parties
shall reasonably agree upon the scope of the Audit, the documents
and processes to be reviewed, and the time, place and manner in
which the Audit shall be performed. The Audited Party agrees to
provide Audit support including appropriate access to and use of
the Audited Party's facilities (e.g., conference rooms,
telephones, copying machines).
49.3 Each Party shall bear its own expenses in connection with the
conduct of the Audit. The reasonable cost of special data
extractions required by the Requesting Party to conduct the Audit
will be paid for by the Requesting Party. For purposes of this
Section 49.3, a "Special Data Extraction" shall mean the creation
of an output record or informational report (from existing data
files) that is not created in the normal course of business. If
any program is
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developed to the Requesting Party's specifications and at the
Requesting Party's expense, the Requesting Party shall specify at
the time of request whether the program is to be retained by the
Audited Party for reuse for any subsequent Audit. Notwithstanding
the foregoing, the Audited Party shall pay all of the Requesting
Party's external expenses (including, without limitation, the
fees of any independent auditor), in the event an Audit results
in an adjustment in the charges or in any invoice paid or payable
by the Requesting Party hereunder in an amount that is, on an
annualized basis, more than the greater of (a) one percent (1 %)
of the amount in dispute or (b) $10,000.
49.4 Adjustments, credits or payments shall be made and any corrective
action shall commence within thirty (30) days from the Audited
Party's receipt of the final audit report to compensate for any
errors or omissions which are disclosed by such Audit and are
agreed to by the Parties. The highest interest rate allowable by
law for commercial transactions shall be assessed and shall be
computed by compounding daily from the time of the original due
date of the amount of dispute.
49.5 Neither such right to examine and audit nor the right to receive
an adjustment shall be affected by any statement to the contrary
appearing on checks or otherwise.
49.6 This Section 49 shall survive expiration or termination of this
Agreement for a period of two (2) years after expiration or
termination of this Agreement.
49.7 All transactions under this Agreement which are over thirty-six
(36) months old are no longer subject to Audit.
49.8 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 Audited 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 Audited Party. To the
extent an Audit involves access to information of third parties,
the Audited Party will aggregate such competitors' data before
release to the Requesting Party, to insure the protection of the
proprietary nature of information of other competitors. To the
extent a competitor is an Affiliate of the Audited Party
(including itself and its subsidiaries), the Parties shall be
allowed to examine such Affiliate's disaggregated data, as
required by reasonable needs of the Audit.
49.9 An "Examination" shall mean an inquiry reasonably requested by
either Party into a specific element of or process where the
requesting Party raises a dispute concerning services performed
by the other Party under this Agreement and such dispute has not
been resolved through the escalation process described in this
Agreement. Only that information that is necessary to resolve the
dispute in issue must be provided in the course of an Examination
and the total time involved in an Examination for each Party may
not exceed three (3) people for three (3) days. Appropriate
provisions of this Section 49 that apply to Audits shall also
apply to Examinations, except that either Party may conduct only
a total of nine (9) Examinations and Audits per year, with a
maximum of three (3) Audits per year.(34)
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34 Arizona Bench Order, May 29,1997 Hearing, p.1613.
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50. Miscellaneous Services
50.1 Basic 911 and E911 General Requirements
50-1.1 Basic 911 and E911 provides a caller access to the
appropriate emergency service bureau by dialing a 3-digit
universal telephone number (911). Basic 911 and E911
access from Local Switching shall be provided to Pac-West
in accordance with the following:
50.1.2 Each Party will be responsible for those portions of the
911 System for which it has reasonable control, including
any necessary maintenance to each Party's portion of the
911 System.
50.1.3 E911 shall provide additional routing flexibility for 911
calls. E911 shall use Customer data, contained in the
Automatic Location Identification/Data Management System
("ALI/DMS"), to determine to which Public Safety Answering
Point (PSAP) to route the call.
50.1.4 If available in the U S WEST network, U S WEST shall offer
a third type of 911 service, S911. All requirements for
E91 1 also apply to S91 1 with the exception of the type
of signaling used on the interconnection trunks from the
local switch to the E911 Tandem.
50.1.5 Basic 911 and E911 functions provided to Pac-West shall be
at least at parity with the support and services that U S
WEST provides to its Customers for such similar
functionality.
50.1.6 Basic 911 and E911 access from Local Switching shall be
provided to Pac-West in accordance with the following:
50.1.6.1 U S WEST shall conform to all state regulations
concerning emergency services.
50.1.6.2 For E911 provided to resold lines or in
association with unbundled switching, U S WEST
shall use its service order process to update
and maintain Customer information in the
ALI/DMS data base. Through this process, U S
WEST shall provide and validate Customer
information resident or entered into the
ALI/DMS data base.
50.1.7 U S WEST shall provide for overflow 911 traffic consistent
with U S WEST policy and procedure.
50-1.8 Basic 911 and E911 access from the Pac-West local switch
shall be provided to Pac-West in accordance with the
following:
50.1.8.1 If required by Pac-West, U S WEST shall
interconnect direct trunks from the Pac-West
network to the E911 Tandem for connection to
the PSAP. Such trunks to the E911 Tandem may
alternatively be provided by Pac-West.
50.1.8.2 In government jurisdictions where U S WEST has
obligations under existing agreements as the
primary provider of the 911 System to the
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county, Pac-West shall participate in the
provision of the 911 System as follows:
(a) Each Party shall be responsible for those
portions of the 911 System for which it has
control, including any necessary maintenance
to each Party's portion of the 911 System.
(b) U S WEST shall be responsible for
maintaining the E-911 database.
50-1.8.3 If a third party is the primary service provider
to a government agency, Pac-West shall negotiate
separately with such third party with regard to
the provision of 911 service to the agency. All
relations between such third party and Pac-West
are totally separate from this Agreement and U S
WEST makes no representations on behalf of the
third party.
50.1.8.4 If Pac-West or an Affiliate is the primary service
provider to a government agency, Pac-West and U S
WEST shall negotiate the specific provisions
necessary for providing 911 service to the agency
and shall include such provisions in an amendment
to this Agreement.
50.1.8.5 Interconnection and database access shall be
priced as specified in Attachment 1 to this
Agreement or at any rate charged to other
interconnected carriers, whichever is lower.
50.1.8.6 Pac-West will separately negotiate with each
county regarding the collection and reimbursement
to the county of applicable Customer taxes for 911
service.
50.1.8.7 U S WEST shall comply with established,
competitively neutral intervals for installation
of facilities, including any collocation
facilities, diversity requirements, etc.
50.1.8.8 In a resale situation, where it may be appropriate
for U S WEST to update the ALI database, U S WEST
shall update such database with Pac-West data in
an interval no less than is experienced by U S
WEST Customers, or than for other carriers,
whichever is faster, at no additional cost
50.1.9 The following are Basic 911 and E911 Database Requirements:
50-1.9.1 The ALI database shall be managed by U S WEST, but
is the property of U S WEST and any participating
telephone company and CLEC for those records
provided by the company.
50-1.9.2 U S WEST, or its agent, will be responsible for
maintaining the E-911 Data Base. U S WEST, or its
agent, will provide a copy of the Master Street
Address Guide ('MSAG"), and periodic updates, to
Pac-West
50.1.9.3 Copies of the MSAG shall be provided within
twenty-one (21) calendar days from the time
requested and shall be provided on diskette,
magnetic tape, or in a format suitable for use
with desktop computers.
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50-1.9.4 Pac-West assumes all responsibility for the
accuracy of the data that Pac-West provides to
U S WEST for MSAG preparation and E-91 I
Database operation.
50.1.9.5 Pac-West shall be solely responsible for
providing Pac-West database records to U S WEST
for inclusion in U S WEST's ALI database on a
timely basis.
50.1.9.6 Pac-West will provide end user data to the U S
WEST ALI database that are Master Street
Address Guide (MSAG) valid.
50.1.9.7 Pac-West will update its end user records
provided to the U S WEST ALI database to agree
with the 911 MSAG standards for its service
areas.
50.1.9.8 U S WEST and Pac-West shall arrange for the
automated input and periodic updating of the
E911 database information related to Pac-West
end users for resold lines in accordance with
Section 10.1 of Attachment 2 to this Agreement.
Pac-West may request, through the BFR process,
similar arrangements for Pac-West customers
served on a non-resale basis. U S WEST will
furnish Pac-West any variations to NENA
recommendations required for ALI database
input. The cost of magnetic tape transfer shall
be borne by Pac-West.
50.1.9.9 U S WEST and Pac-West shall arrange for the
automated input and periodic updating of the
E911 database information related to Pac-West
end users. For resold services, US WEST shall
work cooperatively with Pac-West to ensure
the accuracy of the data transfer by verifying
it against the Master Street Address Guide
(MSAG). For Pac-West's customers served by
unbundled Network Elements or through
Pac-West's own facilities, Pac-West shall
ensure the accuracy of its 911 data by
verifying it against the MSAG.
50.1.9.10 Pac-West shall assign an E911 database
coordinator charged with the responsibility of
forwarding Pac-West end user ALI record
information to U S WEST or via a third-party
entity, charged with the responsibility of ALI
record transfer. Pac-West assumes all
responsibility for the accuracy of the data
that Pac-West provides to U S WEST.
50.1.9.11 The Parties shall maintain a single point of
contact to coordinate all E91 1 activities
under this Agreement
50.1.9.12 For resold services, Pac-West shall provide
information on new Customers to U S WEST within
one (1) Business Day of the order completion. U
S WEST shall update the database within two (2)
Business Days of receiving the data from
Pac-West If U S WEST detects an error in the
Pac-West provided data, the data shall be
returned to Pac-West within two (2) Business
Days from when it was provided to U S WEST.
Pac-West shall respond to requests from U S
WEST to make corrections to database record
errors by uploading corrected records within
two (2) business days. Manual entry shall be
allowed only in the event that the system is
not functioning properly. Pac-West may request,
through the BFR process, similar services from
U S WEST for their customers who are served on
a non-resale basis.
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50.1-9.13 The Parties will cooperate to implement the
adoption of a Carrier Code (NENA standard
five-character field) on all ALI records
received from Pac-West, when those standards,
NENA-02-OON, are adopted by the industry
standards process. U S WEST will furnish
Pac-West any variations from NENA
recommendations required for ALI database
input. The Carrier Code will be used to
identify the carrier of record in INP
configurations.
50.1.9.14 Pac-West will provide end user data to the U S
WEST ALI database utilizing NENA-02-001
Recommended Formats For Data Exchange, and
Recommended Standard For Street Thoroughfare
Abbreviations and Protocols For Data Exchange
and Data Quality utilizing NENA Recommended
Formats for Data Exchange document dated June
1993.
50.1.9.15 U S WEST shall identify which ALI databases
cover which states, counties or parts thereof,
and identify and communicate a point of contact
for each.
50.1.9.16 U S WEST will provide Pac-West with the
identification of the US WEST 911 controlling
office that serves each geographic area served
by Pac-West.
50.1.9.17 U S WEST shall provide to Pac-West, for
Pac-West Customers, E911/911 call routing to
the appropriate Public Safety Answering Point
("PSAP") for resold lines. U S WEST shall
provide and validate Pac-West Customer
information to the PSAP in the same fashion as
it does for its own Customers. U S WEST shall
use its service order process to update and
maintain, on the same schedule that it uses for
its end users, the Pac-West Customer service
information in the ALI/DMS used to support
E911/911 services. Pac-West may request,
through the BFR process, similar services from
U S WEST for their customers who are served on
a non-resale basis.
50.1.9.18 Pac-West exchanges to be included in U S WEST's
E911 Database will be indicated via written
notice and will not require an amendment to
this Agreement.
50.1.10 The following are Basic 911 and E91 1 Network Requirements:
50.1.10.1 U S WEST, at Pac-West option, shall provide a
minimum of two (2) E911 trunks per
jurisdictional area, or that quantity which
will maintain P.01 transmission grade of
service, or the level of service provided by U
S WEST to itself, whichever is the higher grade
of service. These trunks will be dedicated to
routing 911 calls from Pac-West switch to a U S
WEST E911 tandem.
50.1.10.2 US WEST shall provide Pac-West a data link to
the ALI/DMS database or permit Pac-West to
provide its own data link to the ALI/DMS
database. U S WEST shall provide error reports
from the ALI/DMS database to Pac-West
immediately after Pac-West inputs information
into the ALI/DMS database. Alternately,
Pac-West may utilize U S WEST or a third party
entity to enter Customer information
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into the database on a demand basis, and
validate Customer information on a demand
basis.
50-1.10.3 U S WEST shall provide the selective routing of
E911 calls received from Pac-West switching
office. This includes the ability to receive
the ANI of the Pac-West Customer, selectively
route the call to the appropriate PSAP, and
forward the Customers ANI to the PSAP. U S WEST
shall provide Pac-West with the appropriate
CLLI codes and specifications regarding the
tandem serving area associated addresses and
meet points in the network.
50.1.10.4 Copies of E911 Tandem Boundary Maps shall be
available to Pac-West Each map shows the areas
served by that E91 tandem. The map provides
Pac-West the information necessary to set up
its network to route E911 callers to the
correct E911 tandem.
50.1.10.5 Pac-West shall ensure that its switch provides
an eight-digit ANI consisting of an information
digit and the seven-digit exchange code.
Pac-West shall also ensure that its switch
provides the line number of the calling
station. In the event of a change in industry
standards, the Parties shall cooperate to
incorporate the changed standards in their
respective networks.
50.1.10.6 Each ALI discrepancy report shall be jointly
researched by U S WEST and Pac-West. Corrective
action shall be taken immediately by the
responsible party.
50.1.10.7 Technical specifications for E911 network
interface are available through U S WEST
technical publication 77338. Technical
specifications for database loading and
maintenance are available through the third
party database manager - SCC.
50.1.10.8 US WEST shall begin restoration of E911 and/or
E911 trunking facilities immediately upon
notification of failure or outage. U S WEST
must provide priority restoration of trunks or
networks outages on the same terms/conditions
it provides itself and without the imposition
of Telecommunications Service Priority (TSP).
50.1.10.9 U S WEST shall identify any special
operator-assisted calling requirements to
support 911.
50.1.10.10 Trunking shall be arranged to minimize the
likelihood of central office isolation due to
cable cuts or other equipment failures. There
will be an alternate means of transmitting a
911 call to a PSAP in the event of failures.
50.1.10.11 Circuits shall have interoffice, loop and
carrier system diversity when such diversity
can be achieved using existing facilities.
Circuits will be divided as equally as possible
across available carrier systems. Diversity
will be maintained or upgraded to utilize the
highest level of diversity available in the
network.
50-1.10.12 Equipment and circuits used for 911 shall be
monitored at all times. Monitoring of circuits
shall be done to the individual circuit level.
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Monitoring shall be conducted by U S WEST for
trunks between the tandem and all associated
PSAPs.
50-1.10.13 Repair service shall begin immediately upon
receipt of a report of a malfunction. Repair
service includes testing and diagnostic service
from a remote location, dispatch of or
in-person visit(s) of personnel. Technicians
will be dispatched without delay.
50.1.10.14 All 911 trunks must adhere to the Americans
with Disabilities Act requirements.
50.1.10.15 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.
50.1.10.16 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 U S WEST
for the 911 call delivery.
50.1.11 Basic 911 and E911 Additional Requirements
50.1.11.1 All Pac-West lines that have been ported via
INP shall reach the correct PSAP when 911 is
dialed. US WEST shall send both the ported
number and the Pac-West number (if both are
received from Pac-West). The PSAP attendant
shall see both numbers where the PSAP is using
a standard ALI display screen and the PSAP
extracts both numbers from the data that is
sent.
50.1.11.2 U S WEST shall work with the appropriate
government agency to provide Pac-West the
ten-digit POTS number of each PSAP which
sub-tends each U S WEST E911 Tandem to which
Pac-West is interconnected.
50.1-11.3 U S WEST will provide Pac-West with the
ten-digit telephone numbers of each PSAP
agency, for which U S WEST provides the 911
function, to be used by Pac-West operators for
handling emergency calls in those instances
where the Pac-West Customer dials "0" instead
of "91 1."
50.1.11.4 Pac-West will provide U S WEST with the
ten-digit telephone numbers of each PSAP
agency, for which Pac-West provides the 911
function, to be used by U S WEST operators for
handling emergency calls in those instances
where the U S WEST Customer dials "0" instead
of "91 1."
50-1.11.5 U S WEST shall notify Pac-West forty-eight (48)
hours in advance of any scheduled testing or
maintenance affecting Pac-West 911 service, and
provide notification as soon as possible of any
unscheduled outage affecting Pac-West 911
service.
50.1.11.6 Pac-West shall be responsible for reporting all
errors, defects and malfunctions to U S WEST.
U S WEST shall provide Pac-West with the point
of contact for reporting errors, defects, and
malfunctions in the service and shall also
provide escalation contacts.
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50.1.11.7 Pac-West may enter into subcontracts with third
parties, including Pac-West affiliates, for the
performance of any of Pac-West duties and obligations
stated herein.
50.1.11.8 U S WEST shall provide sufficient planning information
regarding anticipated moves to SS7 signaling for the
next twelve (12) months.
50.1.11.9 U S WEST shall provide notification of any pending
tandem moves, EPA splits, or scheduled maintenance
outages, with enough time to react.
50.1.11.10 U S WEST shall provide "reverse ALI" inquiries by
public safety entities, consistent with U S WEST's
practices and procedures.
50.1.11.11 U S WEST shall manage NPA splits by populating the ALI
database with the appropriate new NPA codes,
consistent with U S WEST's practices and procedures
for resold services.
50.1.11.12 U S WEST must provide the ability for Pac-West to
update 911 database with end user information for
lines that have been ported via INP or NP.
50.1.11.13 The data in the ALI database shall be managed by U S
WEST but is the property of U S WEST and all
participating telephone companies.
50.1.12 Performance Criteria. E-91 1 Database accuracy shall be as set
forth below:
50.1.12.1 Accuracy of ALI (Automatic Location Identification)
data submitted by Pac-West to U S WEST will be
measured jointly by the PSAPs and U S WEST. All such
reports shall be forwarded to Pac-West by U S WEST and
will indicate incidents when incorrect or no ALI data
is displayed. A report regarding any inaccuracy shall
be prepared by U S WEST.
50.1.12.2 Each discrepancy report will be jointly researched by
U S WEST and Pac-West. Corrective action will be taken
immediately by the responsible party.
50.1.12.3 Each party will be responsible for the accuracy of the
Customer records it provides.
50.2 Directory Assistance Service
50.2.1 U S WEST shall provide for the routing of directory assistance
calls (including, but not limited to, 411, 555-1212,
NPA-555-1212) dialed by Pac-West Customers directly to either the
Pac-West Directory Assistance service platform or U S WEST
Directory Assistance service platform as specified by Pac-West.
50.2.2 Pac-West Customers shall be provided the capability by U S WEST
to dial the same telephone numbers for access to Pac-West
Directory Assistance that U S WEST Customers use to access U S
WEST Directory Assistance.
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50.2.3 U S WEST shall provide Directory Assistance functions and
services to Pac-West for its Customers as described below
until, at Pac-West's discretion, U S WEST routes calls to
the Pac-West Directory Assistance Services platform.
50.2.3.1 U S WEST agrees to provide Pac-West Customers
with the same Directory Assistance service
available to U S WEST Customers.
50.2.3.2 US WEST shall notify Pac-West in advance of any
changes or enhancements to its Directory
Assistance service, and shall make available
such service enhancements on a
non-discriminatory basis to Pac-West.
50.2.3.3 U S WEST shall provide Directory Assistance to
Pac-West Customers in accordance with U S
WEST's internal operating procedures and
standards, which shall, at a minimum, comply
with accepted professional and industry
standards.
50.2.3.4 U S WEST shall provide Pac-West with the same
level of support for the provisioning of
Directory Assistance as U S WEST provides
itself.
50.2.3.5 Service levels shall comply, at a minimum, with
Commission requirements for Directory
Assistance.
50.2.3.6 U S WEST agrees to maintain an adequate
operator work force based on a review and
analysis of actual call attempts and
abandonment rate.
50.2.3.7 Subject to the applicable provisions of the
applicable collective U S WEST bargaining
agreements, Pac-West shall be permitted to
participate in all call monitoring activities
available to U S WEST and to remote call
monitor as customarily practiced by the
outsource customers of call centers.(35)
50.2.3.8 U S WEST shall provide the following minimum
Directory Assistance capabilities to Pac-West
Customers:
(a) A maximum of two (2) Customer listings
and/or addresses or U S WEST parity per
Pac-West Customer request.
(b) Name and address to Pac-West Customers
upon request except for unlisted numbers,
in the same states where such information
is provided to U S WEST Customers.
(c) For Pac-West customers who are served
exclusively through resold U S WEST
retail services, Pac-West may resell U S
WEST's Directory Assistance call
completion services to the extent U S
WEST offers call Directory Assistance
completion to its own end users. For
Pac-West customers who are served from an
Pac-West switch, Pac-West may request
Directory Assistance call completion
services through the BFR process Such BFR
process shall address the identification
of the Pac-West end user at the U S WEST
Directory Assistance platform
- ----------
35 Arizona Bench Order, May 29, 1997 Hearing, pp. 1613-1614.
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for purposes of routing and billing of intraLATA
and interLATA toll calls.
(d) The U S WEST mechanized interface with the U S
WEST subscriber listing database is not available
for Pac-West as of the Effective Date of this
Agreement. When the mechanized interface is
available, U S WEST will populate the Directory
Assistance Database in the same manner and in the
same time frame as for U S WEST Customers.
(e) Any information provided by a Directory
Assistance Automatic Response Unit (ARU) shall be
repeated the same number of times for Pac-West
Customers as for U S WEST Customers.
(f) When an Pac-West Customer served on a resale or
unbundled switching basis requests a U S WEST
directory assistance operator to provide instant
credit on a directory assistance call, the U S
WEST directory assistance operator shall inform
the Pac-West Customer to call an 800 number for
Pac-West Customer service to request a credit.
The accurate identification of Pac-West as the
customer's local service provider by the U S WEST
directory assistance operator requires the use of
separate Pac-West trunks to the Directory
Assistance Platform.
50-2.3.9 For resold lines and unbundled switching, U S WEST
shall provide data regarding billable events as
requested by Pac-West.
50.2.3.10 U S WEST agrees to (a) provide to Pac-West operators,
on line access to U S WEST's directory assistance
database equivalent to the access provided to U S WEST
operators; (b) allow Pac-West or an Pac-West
designated operator bureau to license U S WEST's
subscriber listings database on terms and conditions
equivalent to the terms and conditions upon which U S
WEST utilizes such databases; and (c) in conjunction
with branded or unbranded directory assistance
services pursuant to Section 8 of this Part A, provide
caller-optional directory assistance call completion
service which is comparable in every way to the
directory assistance call completion service U S WEST
makes available to its own users. Pac-West may, at its
option, request U S WEST not to provide call
completion services to Pac-West.
50.2.3.11 In addition to charges for directory assistance, when
call completion for an intraLATA toll call is
requested, the applicable charge for the completion of
such intraLATA toll call will apply.
50.3 Operator Services
50.3.1 U S WEST shall provide, for the routing of local Operator
Services calls (including, but not limited to, 0+, 0-) dialed by
Pac-West Customers directly to either the Pac-West operator
service platform or U S WEST operator service platform as
specified by Pac-West
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50.3.2 Pac-West Customers shall be provided the capability by U S
WEST to dial the same telephone numbers to access Pac-West
operator service that U S WEST Customers dial to access U S
WEST operator service.
50.3.3 U S WEST shall provide Operator Services to Pac-West as
described below until, at Pac-West' s discretion, U S WEST
routes calls to the Pac-West local Operator Services
platform.
50.3.3.1 U S WEST agrees to provide Pac-West Customers the
same Operator Services available to U S WEST
Customers. U S WEST shall make available its
service enhancements on a non-discriminatory
basis.
50.3.3.2 U S WEST shall provide the following minimum
Operator Service capabilities to Pac-West
Customers:
(a) U S WEST shall complete 0+ and 0- dialed local
calls, including O-Coin, Automatic Coin Telephone
Service (ACTS) and the completion of coin calls,
the collection of coins, and the provision of coin
rates.
(b) U S WEST shall complete 0+ intraLATA and, when
offered, interLATA toll calls. The Parties will
cooperate to develop industry standards to include
the end user's PIC in operator services signaling
and the development of associated routing
procedures.
(c) U S WEST shall complete calls for Pac-West's
Customers that are billed to calling cards and
other commercial cards on the same basis as
provided to U S WEST own customers and Pac-West
shall designate to U S WEST the acceptable types
of special billing.
(d) U S WEST shall complete person-to-person calls.
(e) U S WEST shall complete collect calls.
(f) U S WEST shall provide the capability for callers
to bill to a third party and complete such calls.
(g) U S WEST shall complete station-to-station calls.
(h) U S WEST shall process emergency calls.
(i) US WEST shall process Busy Line Verify and Busy
Line Interrupt requests.
(j) U S WEST shall process emergency call trace in
accordance with its normal and customary
procedures.
(k) U S WEST shall process operator-assisted directory
assistance calls.
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(l) U S WEST operators shall provide Pac-West Customers with
long distance rate quotes to the extent U S WEST
provides such rate quotes to its own end users. Based on
technology available as of the Effective Date of this
Agreement, the provision of rate quotes to Pac-West
Customers requires a separate Pac-West trunk group to
the U S WEST operator services platform to identify the
caller as an Pac-West Customer.
(m) U S WEST operators shall provide Pac-West Customers with
time and charges to the extent U S WEST provides such
time and charges to its own end users. Based on
technology available as of the Effective Date of this
Agreement, the provision of time and charges to Pac-West
Customers requires a separate Pac-West trunk group to
the U S WEST operator services platform to identify the
caller as an Pac-West Customer.
(n) U S WEST shall route 0- traffic to a "live" operator
team.
(o)(36) At the election of Pac-West, when an Pac-West
Customer requests a U S WEST operator to provide
instant credit on an Operator Services call, the U S
WEST operator shall either inform the Pac-West
Customer that a credit will be granted, or shall
inform the Pac-West Customer to call a toll free
number for Pac-West Customer service to request a
credit. U S WEST shall provide one (1) toll free
number for business Customers and another for
residential Customers.
(i) For resold Operator Services, U S WEST shall
credit the Pac-West account in accordance with
the same credit procedures which are applied to
U S WEST's own retail customers;
(ii) For Operator Services offered as an unbundled
Network Element, U S WEST shall credit the
Pac-West account for 50 percent of the charges,
except where a greater credit is required by
the Commission's service quality rules and
regulations.
(p) U S WEST shall provide caller assistance for the
disabled in the same manner as provided to U S WEST
Customers.
(q) When available to U S WEST end users, U S WEST shall
provide operator-assisted conference calling to
Pac-West.
50-3.3 US WEST shall exercise at least the same level of fraud control
in providing Operator Service to Pac-West that U S WEST provides
for its own operator service, where the Pac-West fraud control
data is in U S WEST's LIDB database.
50-3.4 U S WEST shall perform billed number screening when handling
collect, third party, and calling card calls, both for station to
station and person to person call types.
- ----------
36 Procedural Order, July 14,1997, page 11-12.
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50.3.5 Subject to the applicable provisions of the applicable collective
U S WEST bargaining agreements, Pac-West shall be permitted to
participate in all call monitoring activities available to U S
WEST and to remote call monitor as customarily practiced by the
outsource customers of call centers.(37)
50.3.6 U S WEST shall direct Customer account and other similar
inquiries to the Customer service center designated by Pac-West
50.3.7 U S WEST shall provide an electronic feed of Customer call
records in "EMR" format to Pac-West in accordance with the time
schedule mutually agreed between the Parties.
50.3.8 U S WEST shall update the Line Information Data Base ("LIDB") for
Pac-West Customers. Additionally, U S WEST must provide access to
LIDB for validation of collect, third party billed, and LEG card
billed calls.
50.3.9 Where INP is deployed and when a BLV/BLI request for a ported
number is directed to a U S WEST operator and the query is not
successful (i.e., the request yields an abnormal result),
Pac-West may request, through the BFR process, that the operator
confirm whether the number has been ported and direct the request
to the appropriate operator.
50.3.10 U S WEST shall allow Pac-West to order provisioning of Telephone
Line Number ("TLN") calling cards and BNS,, in its LIDB, for
ported numbers, as specified by Pac-West. U S WEST shall continue
to allow Pac-West access to its LIDB.
50.3.11 Toll and Assistance ("T/A") refers to functions Customers
associate with the "0" operator. Subject to availability and
capacity, access may be provided via operator services trunks
purchased from U S WEST or provided by Pac-West via collocation
arrangements to route calls to Pac-West's platform.
50.3.12 Automated Branding - ability to announce the carrier's name to
the Customer during the introduction of the call.
50.3.13 Interconnection to the U S WEST Toll and Assistance Operator
Services from an end office to U S WEST T/A is technically
feasible at least at three (3) 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.
50.3.14 All trunk interconnections will be digital.
50.3.15 The technical requirements of operator services type trunks and
the circuits to connect the operator positions to the host are
covered in the Operator Services Switching Generic Requirements
("OSSGR") Bellcore Document number FR-NWT000271.
- ----------
37 Arizona Bench Order, May 29,1997 Hearing, p. 1617.
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50.3.16 Busy Line Verify and Interrupt
50.3.16.1 At the request of Pac-West operators or Customers, U S
WEST operators will perform Busy Line Verify ("BLV")
and/or Busy Line Interrupt ("BLI") operations where
such capacity exists.
50.3.16.2 When possible and where consistent with the service U S
WEST provides to its own Customers and/or end users, U
S WEST shall engineer its BLV/BLI facilities to
accommodate the anticipated volume of BLV/BLI requests
during the busy hour. Pac-West may, from time to time,
provide its anticipated volume of BLV/BLI requests to U
S WEST. In those instances when failures occur to
significant portions of the BLV/BLI systems and
databases and those systems and databases become
unavailable, U S WEST shall promptly Inform Pac-West.
50.3.16.3 BLV is performed when one Party's Customer requests
assistance from the other Party's operator or operator
bureau to determine if the called line is in use;
provided, however, that the operator bureau will not
complete the call for the Customer initiating the BLV
inquiry. Only one (1) BLV attempt will be made per
Customer operator bureau call, and a charge shall apply
whether or not the called party releases the line.
50.3.16.4 BLI is performed when one Party's Customer requests
assistance from the other Party's operator bureau to
interrupt a telephone call in progress after BLV has
occurred. The operator bureau will interrupt the busy
line and inform the called party that there is a call
waiting. The operator bureau will only interrupt the
call and will not complete the telephone call of the
Customer initiating the BLI request. The operator
bureau will make only one (1) BLI attempt per Customer
operator telephone call and the applicable charge
applies whether or not the called party releases the
line.
50.3,16.5 Each Party's operator bureau shall accept BLV and BLI
inquiries from the operator bureau of the other Party
in order to allow transparent provision of BLV/ BLI
traffic between the Parties' networks.
50.3.16.6 Each Party shall route BLV/BLI Traffic inquiries over
direct trunks between the Parties' respective operator
bureaus. Unless otherwise mutually agreed, the Parties
shall configure BLV/BLI trunks over the lnterconnection
architecture defined in Attachment 4 to this Agreement
50.4 Directory Assistance and Listings Service Requests
50.4.1 These requirements pertain to U S WEST's Directory Assistance and
Listings Service Request process that enables Pac-West to (a)
submit Pac-West Customer information for inclusion in U S WEST
Directory Assistance and Directory Listings databases; (b) submit
Pac-West Customer information for inclusion in published
directories; and (c) provide Pac-West Customer delivery address
information to enable U S WEST to fulfill directory distribution
obligations.
50.4.1.1 [Intentionally left blank for numbering consistency]
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50.4.1.2 U S WEST will accept the following Directory Listing
Migration Orders from Pac-West, valid under all access
methods, including, but not limited to, Resale, Unbundled
Network Elements and Facilities-Based, and will process the
orders in a mechanized format:
(a) Migrate with no Changes: Maintain all directory
listings for the Customer in both Directory Assistance
and Directory Listing. Transfer ownership and billing
for listings to Pac-West.
(b) Migrate with Additions: Maintain all directory listings
for the Customer in both Directory Assistance and
Directory Listing. Incorporate the specified additional
listings order. Transfer ownership and billing for the
listings to Pac-West.
(c) Migrate with Deletions: Maintain all directory listings
for the Customer in both Directory Assistance and
Directory Listing. Delete the specified listings from
the listing order. Transfer ownership and billing for
the listings to Pac-West.
50.4.1.3 The Directory Listings Migration Options should not be tied
to migration options specified for a related service order
(if any) such that a service order specified as migration
with changes may be submitted along with a directory listing
order specified as migration with no changes.
50.4.1.4 U S WEST shall enable Pac-West to electronically transmit
multi-line listing orders.
50.4.1.5 U S WEST agrees to work cooperatively with Pac-West to
define specifications for, and implement a daily summary
report of, Directory Service Requests. The summary
information will include, but is not limited to, the
following information:
(a) White page listings text and format (name, address,
phone, title, designation, extra line requirements
(b) Listing Instruction codes
50.4.1.6 To ensure accurate order processing, U S WEST shall provide
to Pac-West the following information, with updates within
one (1) Business Day of change and via electronic exchange:
(a) A matrix of NXX to central office
(b) Geographical maps, if available, of U S WEST service
area
(c) A description of calling areas covered by each
directory, including, but not limited to, maps of
calling areas and matrices depicting calling privileges
within and between calling areas
(d) Listing format rules
(e) Listing alphabetizing rules
(f) Standard abbreviations acceptable for use in listings
and addresses
(g) Titles and designations
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50.4.1.7 Based on changes submitted by Pac-West U S WEST
shall update and maintain Directory Assistance
and Directory Listings data for Pac-West
Customers who:
(a) Disconnect Service
(b) Change carrier
(c) Install Service
(d) Change any service which affects
Directory Assistance information
(e) Specify Non-Solicitation
(f) Are Non-Published, Non-Listed, or Listed
50.4.1.8 U S WEST shall not charge for storage of
Pac-West Customer information in the Directory
Assistance and Directory Listing systems.
50.4.1.9 Pac-West shall not charge for storage of U S
WEST Customer information in the Directory
Assistance and Directory Listing systems.
50.5 Directory Assistance Data
50.5.1 This Section refers to the residential, business, and
government Customer records used by U S WEST to create and
maintain databases for the provision of live or automated
operator assisted Directory Assistance. Directory
Assistance data is information that enables telephone
exchange carriers to swiftly and accurately respond to
requests for directory information, including, but not
limited to, name, address and phone numbers. Under the
provisions of the Act and the FCC's Interconnection Order,
U S WEST shall provide unbundled and non-discriminatory
access to the residential, business and government
Customer records used by U S WEST to create and maintain
databases for the provision of live or automated operator
assisted Directory Assistance. Pac-West may combine this
element with any other Network Element for the provision
of any Telecommunications Service.(38)
50.5.2 U S WEST shall provide an initial load of Customer records
and Customer list information to Pac-West, in a
mutually-agreed-to format, via electronic transfer, within
thirty (30) calendar days of the Effective Date of this
Agreement The initial load shall include all data resident
in the U S WEST Databases and/or systems used by U S WEST
for housing Directory Assistance data and/or Customer
listing data. In addition, the initial load shall be
current as of the prior Business Day on which the initial
load is provided.
50.5.3 U S WEST shall provide Pac-West daily updates to the
Customer records and Customer list information in a
mutually-agreed-to format via electronic transfer.
50.5.4 U S WEST shall provide the ability for Pac-West to
electronically query the U S WEST Directory Assistance
Database and listings Database in a manner at least
consistent with and equal to that which U S WEST provides
to itself or any other Person.
50.5.5 U S WEST shall provide Pac-West a complete list of ILECs,
CLECs, and independent telephone companies that provided
data contained in the database.
- ----------
38 MCIm Order, p.1 1, Issue 14; Pac-West Order, p. 13, Issue 25.
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50.5.6 On a daily basis, U S WEST shall provide updates (end user
and mass) to the listing information via electronic data
transfer. Updates shall be current as of one (1) Business
Day prior to the date provided to Pac-West.
50.5.7 U S WEST shall provide Pac-West access to Directory
Assistance support databases. For example, Pac-West
requires access to use restriction information including,
but not limited to, call completion.
50.5.8 Directory Assistance data shall specify whether the
Customer is a residential, business, or government
Customer.
50.5.9 Directory Assistance data shall be provided on the same
terms, conditions, and rates that U S WEST provides such
data to itself or other third parties.
50.5.10 U S WEST shall provide complete refresh of the Directory
Assistance data upon request by Pac-West.
50.5.11 U S WEST and Pac-West will cooperate in the designation
of a location at which the data will be provided.
51. Unused Transmission Media(39)
51.1 Definitions
51.1.1 Unused Transmission Media is physical inter-office
transmission media (e.g., optical fiber, copper twisted
pairs, coaxial cable) which have no lightwave or
electronic transmission equipment terminated to such media
to operationalize transmission capabilities.
51.1.2 Dark fiber is excess fiber optic cable which has been
placed in a network and is not currently being lit by
electronics from any carrier. Dark Fiber, one type of
Unused Transmission Media, is unused strands of optical
fiber. Dark Fiber also includes strands of optical fiber
which may or may not have lightwave repeater (regenerator
or optical amplifier) equipment interspliced, but which
has no line terminating facilities terminated to such
strands. Unused Transmission Media also includes unused
wavelengths within a fiber strand for purposes of coarse
or dense wavelength division multiplexed (WDM)
applications. Typical single wavelength transmission
involves propagation of optical signals at single
wavelengths (1.3 or 1.55 micron wavelengths). In WDM
applications, a WDM device is used to combine optical
signals at different wavelengths on to a single fiber
strand. The combined signal is then transported over the
fiber strand. For coarse WDM applications, one (1) signal
each at 1.3 micron and 1.55 micron wavelength are
combined. For dense WDM applications, many signals in the
vicinity of 1.3 micron wavelength and/or 1.55 micron
wavelength are combined.
51.2 While U S WEST is not required to provide Unused Transmission
Media, other than Dark Fiber,(40) Pac-West may, subject to the
agreement of U S WEST, lease copper twisted pairs, coaxial cable
or other Unused Transmission Media.
- ----------
39 All bolded language in this Section is included per MCIm Order, pp. 8-9
at Issue 9c and Pac-West Order Issue 22.
40 MCIm Order, pp. 8-9 at Issue 9c and AT&T Order Issue 22.
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51.3 Requirements
51.3.1 Subject to Section 51.2 above, U S WEST shall make available
Unused Transmission Media to Pac-West under a lease agreement
or other arrangement.
51.3.2 U S WEST shall provide a single point of contact for
negotiating all Unused Transmission Media use arrangements.
51.3.3 Pac-West may test the quality of the Unused Transmission Media
to confirm its usability and performance specifications.
51.3.4 Where Unused Transmission Media is required to be offered or is
agreed to be offered by U S WEST, U S WEST shall provide to
Pac-West information regarding the location, availability and
performance of Unused Transmission Media within ten (10)
Business Days for a records based answer and twenty (20)
Business Days for a field based answer, after receiving a
request from Pac-West ("Request"). Within such time period, U S
WEST shall send written or electronic confirmation or any other
method of notification agreed to by the Parties of availability
of the Unused Transmission Media ("Confirmation").
51.3.5 Where Unused Transmission Media is required to be offered or is
agreed to be offered by U S WEST, U S WEST shall make Unused
Transmission Media available for Pac-West's use in accordance
with the terms of this Section 51 within twenty (20) Business
Days or a reasonable time frame consistent with industry
standards after it receives written acceptance from Pac-West
that the Unused Transmission Media is wanted for use by
Pac-West. Splicing of Pac-West fiber may be performed at the
same points that are available for U S WEST splices.
51.4 Requirements Specific to Dark Fiber
51.4.1 Pac-West may test Dark Fiber leased from U S WEST using
Pac-West or Pac-West designated personnel subject to Section
51.2. U S WEST shall provide appropriate interfaces to allow
testing of Dark Fiber. U S WEST shall provide an excess cable
length of twenty-five (25) feet minimum, where available, for
fiber in underground conduit. U S WEST shall provide splicing
of Pac-West fiber to U S WEST Dark Fiber under normal
circumstances (e.g., no construction) in metropolitan areas
within seventeen (17) calendar days of Pac-West's request, and
within thirty (30) calendar days of a request in a
non-metropolitan area. Pac-West may request expedited splicing,
which shall be subject to available U S WEST resources.
51.4.2 For WDM applications, U S WEST shall provide to Pac-West an
interface to an existing WDM device or allow Pac-West to
install its own WDM device (where sufficient system loss
margins exist or where Pac-West provides the necessary loss
compensation) to multiplex the traffic at different
wavelengths. This applies to both the transmit and receive ends
of the Dark Fiber.
51.5 U S WEST may not reserve future capacity of its Dark Fiber for its own
use, with the exception of maintenance or emergency spare.
Maintenance and emergency spare also will be for the benefit of
any CLEC which has leased dark fiber from U S WEST. Fiber which U S
WEST has included as part of its local service rate base, and upon
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which it receives a rate of return, but which is used for other
than local service will be subject to reclaim by CLECs in support
of their provisioning of local service."
51.6 Portions of the bandwidth of the fiber may be sectioned and
Pac-West may share the bandwidth with U S WEST and other CLECs.
51.7 The fiber should be used efficiently and to a reasonable level of
capacity. Pac-West's Request to lease Dark Fiber must establish
that another Network Element of comparable expense cannot satisfy
Pac-West's needs. At its discretion, Pac-West may share fiber
capacity with other parties, and such shared-use may justify
Pac-West's need for the fiber.
51.8 U S WEST may revoke the lease or other use arrangement and reclaim
its fiber or bandwidth with twelve (12) months notice to Pac-West,
if U S WEST can establish that the fiber is necessary to meet its
bandwidth requirements or those of another -requesting CLEC,
provided that the original CLEC's transportation is provided for by
alternative means and at comparable prices and quality. The
conversion to the alternative means shall be at the expense of the
new user of the Dark Fiber, whether that be U S WEST or another
CLEC. One of the alternatives means to be considered by U S WEST
will be the sharing of bandwidth.
51.9 If Pac-West obtains access to U S WEST's Dark Fiber, Pac-West shall
make its Dark Fiber available to U S WEST on a comparable and
reciprocal basis. This Section 51.9 shall not take effect until
CLECs (other than wireless CLECs) operating within U S WEST's
Arizona service territory provide service to at least 200,000
access lines.
52. Service Standards(42)
U S WEST will provide all Local Resale, Ancillary Functions, Network
Elements or Combinations in accordance with service standards,
measurements, and performance requirements that are expressly specified
in this Agreement and Attachment 5 hereto. In cases where such
performance standards are not expressly specified, U S WEST will provide
all Local Resale, Ancillary Functions, Network Elements or Combinations
in accordance with performance standards which are at least equal to the
level of performance standards and/or quality of service that U S WEST
provides to itself, its Affiliates, to other CLECs, or other quality of
service requirements imposed by the Commission, whichever is higher, in
providing Local Resale, Ancillary Functions, Network Elements or
Combinations to itself, to its end-users or to its Affiliates. If
Pac-West requests a higher level of service than that provided by U S
WEST to itself, Pac-West shall make the request pursuant to the BFR
process.
52.1 Definitions
Pending adoption of service standards rules by the Commission,
the following interim provisions shall apply.
52.1.1 "Specified Performance Commitment" means the commitment by
U S WEST to meet the Performance Criteria for any
Specified Activity during the Specified Review Period. The
Specified Review Period shall be the same period as U S
WEST provides itself for existing Performance Criteria and
shall
- ----------
41 Procedural Order, July 14, 1997 at pages 12-13.
42 Section added per MCIm Order, p. 17 at Issue 28 and AT&T Order, p. 20
at Issues 36, 73, and 74.
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be ninety (90) days for new Performance Criteria. The standard of
performance for each of the measurements of performance in
Arizona shall be the quality of service which U S WEST provides
in Arizona to either itself, its ten largest end user Customers
in the aggregate, independent LECs in the aggregate, other CLECs
in the aggregate, or other quality of service requirements
imposed by the Commission, whichever is highest. Neither
performance penalties nor credits will be imposed for failure to
comply with service standards.
52.1.2 "Specified Activity" includes, but is not limited to, the
following activities:
(a) Installation Activities - apply to resold services,
unbundled loops, unbundled switching, and interim number
portability:
(i) Installation Intervals Offered (measured from
application date to original due date);
(ii) Installation Commitments Met;
(iii) Installation Reports within seven (7) days (percent
of reports per total of new, to or change orders).
(b) Repair Activities - apply to resold service, unbundled
loops, unbundled switching, and interim number
portability:
(i) Out of Service Cleared in Less than Twenty-four (24)
Hours (percent of total out of service reports);
(ii) Report Rate per 100 Access Lines;
(iii) Repair Commitments Met;
(iv) Out of Service and Service Affecting Cleared in Less
than Forty eight (48) Hours;
(v) Repair Repeat Reports within Thirty (30) Days
(Percent of Repeats per 100 Access Lines).
(c) Trunking Activities - includes interconnection trunks:
(i) Defects per One Million Calls (Dedicated
Facilities/Trunkside only).
52.1.3 "Performance Criteria" means, with respect to a Specified Review
Period (i.e., a calendar month or quarter), the performance by U
S WEST for the specified activities for Pac-West will meet or
exceed the average performance by U S WEST for each resold or
unbundled Network element the total universe of for each
Specified Activity.
52.2 Failure to Meet the Performance Criteria
If, during a Specified Review Period, U S WEST fails to meet the
Performance Criteria, U S WEST will use its best efforts to meet
the Performance Criteria for the next Specified Review Period. If
U S WEST fails to meet the Performance Criteria for two
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(2) consecutive periods, the Parties agree, in good faith, to
attempt to resolve such issues through negotiation or
non-binding arbitration. This paragraph shall not be construed
to waive either Party's right to seek legal or regulatory
intervention as provided by state or federal law. Pac-West may
seek regulatory or other legal relief including requests for
specific performance of U S WEST's obligations under this
Agreement.
52.3 Limitations
U S WEST's failure to meet or exceed any of the Performance
Criteria cannot be as a result, directly or indirectly, of a
Delaying Event. A "Delaying Event" means (a) a failure by
Pac-West to perform any of its obligations set forth in this
Agreement, (b) any delay, act or failure to act by a Customer,
agent of subcontractor of Pac-West, or (c) any force majeure
event. If a Delaying Event prevents U S WEST from performing a
Specified Activity, then such Specified Activity shall be
excluded from the calculation of U S WEST's compliance with the
Performance Criteria.
52.4 Records
U S WEST shall maintain complete and accurate records, for the
Specified Review Period, of its performance under this Agreement
for each Specified Activity and its compliance with the
Performance Criteria. U S WEST shall provide to Pac-West such
records in a self-reporting format. The Parties agree that such
records shall be deemed Proprietary Information.
52.5 Cost Recovery
U S WEST reserves the right to attempt to recover the costs, if
any, associated with the creation of the above reports and
standards through a future proceeding before a regulatory body.
52.6 Pac-West and U S WEST acknowledge and understand that the
performance and quality of service standards outlined in this
Section may be supplanted or supplemented by the generic
proceeding to be held by the Commission to determine permanent
quality of service measurements/liquidated damages.(53)
53. Entire Agreement
53.1 This Agreement shall include the Attachments, Appendices and
other documents referenced herein all of which are hereby
incorporated by reference, and 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.
53.2 If a provision contained in any U S WEST tariff conflicts with
any provision of this Agreement the provision of this Agreement
shall control, unless otherwise ordered by the FCC or the
Commission.
- ----------
43 MCIm Order, p. 17 at Issue 28 and AT&T Order, p. 20 at Issues 36, 73, &
74.
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54. Reservation of Rights
54.1 The Parties acknowledge that the terms of this Agreement were
established pursuant to an order of the Commission. Any or all of
the terms of this Agreement may be altered or abrogated by a
successful challenge to this Agreement (or the order approving
this Agreement) as permitted by applicable law. By signing this
Agreement, neither Party waives its right to pursue such a
challenge.
54.2 The Parties enter into this Agreement without prejudice to any
position they may have taken previously, or may take in the
future in any legislative, regulatory, or other public forum
addressing any matters, including matters related to the types of
arrangements prescribed by this Agreement.
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 Communication Inc.**
/s/ John F. Sumpter /s/ Dennis Bayers
- ------------------------------ ------------------------------
Signature Signature
John F. Sumpter Dennis Bayers
- ------------------------------ ------------------------------
Name Printed/Typed Name Printed/Typed
Vice President Director
- ------------------------------ ------------------------------
Title Title
8/27/99 9/2/99
- ------------------------------ ------------------------------
Date Date
** This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between AT&T Communications of the
Mountain States, Inc. and U S WEST Communications, Inc. (the "AT&T Agreement").
The AT&T Agreement was approved by the Commission on July 31, 1997, and an
amendment thereto was approved on October 6, 1997.
With respect to this Agreement, the Parties understand and agree:
i) The Parties shall request the Commission to expedite its review and
approval of this Agreement.
ii) Notwithstanding the mutual commitments set forth herein, the Parties are
entering into this Agreement without prejudice to any positions they have taken
previously, or may take in the future, in any legislative, regulatory, or other
public forum addressing any matters, including those relating to the types of
arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.
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iv) 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.
v) Subsequent to the execution of this Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or covenant(s) than
as contained in the Underlying Agreement had such change or modification been in
existence before execution of the Underlying Agreement, then this Agreement
shall be amended to reflect such different terms(s), condition(s), or
covenant(s). Where the parties fail to agree upon such an amendment, it shall be
resolved in accordance with the Dispute Resolution provision of this Agreement.
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Attachment 1
TABLE OF CONTENTS
1. General Principles ...................................................1
2. Resale Rates and Charges .............................................1
3. Construction and Implementation Costs ................................2
4. Unbundled Loops - Conditioning Charge ................................3
5. Transport and Termination - Interim Prices ...........................3
6. Number Portability ...................................................4
7. Network Elements .....................................................5
8. Rate Schedule ........................................................5
<PAGE>
RATES and CHARGES
1. General Principles
1.1 All rates provided under this Agreement shall remain in effect
for the term of this Agreement unless they are not in
accordance with all applicable provisions of the Act, the
rules and regulations of the FCC, or the Commission's rules
and regulations.
1.2 Except as otherwise specified in this Agreement, as approved
or ordered by the Commission, or as agreed to by the Parties
through good faith negotiations, nothing in this Agreement
shall prevent a Party through the dispute resolution process
described in this Agreement from seeking to recover the costs
and expenses, if any, it may incur in (a) -complying with and
implementing its obligations under this Agreement, the Act,
and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical
installation and maintenance of any systems or other
infrastructure which it requires to comply with and to
continue complying with its responsibilities and obligations
under this Agreement.
2. Resale Rates and Charges
2.1(1) The Customer Transfer Charge ("CTC") for resale customers
switching to PAC-WEST from U S WEST, and U S WEST's applicable
resale discount rates are set forth on Schedule 1 of this
Agreement
2.2 Pac-West shall be permitted to demonstrate what its own cost
will be upon termination of a resale customer, so that amount
may be discounted from the CTC payable to U S WEST.
2.3 If the resold services are purchased pursuant to tariffs and
the tariff rates change, charges billed to Pac-West for such
services will be based upon the new tariff rates less the
applicable wholesale discount as agreed to herein. The new
rate will be effective upon the tariff effective date.
2.4 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 or as found in the applicable
tariffs also apply.
2.5 Pac-West will pay to U S WEST the PIC change charge without
discount associated with Pac-West end user changes of
interexchange or intraLATA carriers.
2.6 Pac-West agrees to pay U S WEST at the wholesale discount rate
when its end user activates any services or features that are
billed on a per use or per activation basis (e.g., continuous
redial, last call return, call back calling, call trace,
etc.). U S WEST shall provide Pac-West with detailed billing
information per applicable OBF standards unless otherwise
agreed to by the Parties as necessary to permit Pac-West to
bill its end users such charges.
- ----------
1 MCIm Order, p. 24 at Issue 41.
<PAGE>
2.7 (Intentionally left blank for numbering consistency]
2.8 Nonrecurring charges will be billed as approved by the
Commission.
2.9 (Intentionally left blank for numbering consistency]
2.10 Service quality credits will not be applicable as additional
resale discounts.(2)
2.11 Resale prices shall be wholesale rates determined on the basis
of retail rates charged to subscribers for the
Telecommunications Service requested, excluding the portion
thereof attributable to any marketing, billing, collection and
other costs that will be avoided by U S WEST, as specified in
the Act, by the FCC and/or the Commission. U S WEST shall be
obligated to offer its volume and term discount service plans
to Pac-West provided that Pac-West complies with the volume
and term requirements contained therein. If selected by
Pac-West, an appropriate wholesale discount shall also be
applied to such plans. With the exception of the preceding,
Pac-West shall not be required to agree to volume or term
commitments as a condition for obtaining Local Service.(3)
2.12 U S WEST shall bill Pac-West and Pac-West is responsible for
all applicable charges for Resale Services. Pac-West shall be
responsible for all charges associated with services that
Pac-West resells to an end user.
3. Construction and Implementation Costs
3.1 U S WEST may assess Pac-West up-front, nonrecurring charges
for construction costs associated with a service only if U S
WEST assesses its own end users such charges for similar
construction and also demonstrates to the Commission that it
is customary industry practice to charge end users for similar
costs. If a tariff exists, such charges are deemed to be a
customary industry practice. U S WEST shall not double recover
nonrecurring construction charges. If another CLEC or U S WEST
receives a benefit from the construction or other activity for
which Pac-West is charged, Pac-West is entitled to recover
contribution from the CLEC, or, if applicable, U S WEST as a
beneficiary, for a share of the costs.(4)
3.2 [Intentionally left blank for numbering consistency]
3.3 [Intentionally left blank for numbering consistency]
3.4 A quote for the Pac-West 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
- ----------
2 MCIm Order, pp. 17-18 at Issue 28 and AT&T Order at Issue 36.
3 AT&T Order, p. 19 at Issue 33.
4 MCIm Order, pp. 23-24 at Issue 41 and AT&T Order at Issue 39.
2
<PAGE>
accepted, Pac-West will be billed the quoted price and
construction will commence after receipt of payment. If
Pac-West chooses not to have U S WEST construct the
facilities, U S WEST reserves the right to bill Pac-West for
the expense incurred for producing the engineered job design.
3.5 Pac-West shall make payment of fifty percent (50%) of the
nonrecurring charges and fees upon acceptance of the quotation
with the remainder due upon completion of the construction. In
the event that Pac-West disputes the amount of U S WEST's
proposed construction costs, Pac-West shall deposit fifty
percent (50%) of the quoted construction costs into an
interest bearing escrow account prior to the commencement of
construction. The remainder of the quoted construction costs
shall be deposited into the escrow account upon completion of
the construction. Upon resolution of the dispute, the escrow
agent shall distribute amounts in the account in accordance
with the resolution of such dispute, and any interest that has
accrued with respect to amounts in the account shall be
distributed proportionately to the Parties. The pendency of
any such dispute shall not affect the obligation of U S WEST
to complete the requested construction.
3.6 Notwithstanding any provision contained in this Agreement to
the contrary, within ninety (90) days of the Effective Date of
this Agreement, the Parties shall negotiate a pricing schedule
for collocation enclosure buildouts.(5)
4. Unbundled Loops - Conditioning Charge
4.1 For loops that need conditioning, as requested by Pac-West, to
ensure the necessary transmission standard, conditioning
charges may apply so long as such charges are assessed to U S
WEST's similarly situated customers. If U S WEST normally
charges its customers an up-front fee, it may require Pac-West
to pay an up-front fee. If the fee for conditioning is built
into the monthly cost for its customers, however, the
conditioning costs shall be considered as part of the forward
looking economic cost of the upgraded loop.(6)
5. Transport and Termination - Interim Prices
5.1(7) Pursuant to A.A.C. R14-2-1304, the Parties will utilize bill
and keep as a reciprocal compensation mechanism for a period
of twenty-four (24) months from the time of the Commission's
approval of the first interconnection agreement between U S
WEST and any CLEC (December 18, 1996). Unless permanent rates
have been established, upon termination of bill and keep,
interim rates shall apply. Either Party may seek an earlier
termination of the bill and keep mechanism if it is able to
prove to the Commission, based on six (6) consecutive months
of its traffic data, that traffic terminated by Pac-West and
US WEST is out of balance by more than ten (10)
- ----------
5 Procedural Order, July 14, 1997, page 24.
6 MCIm Order, pp. 27-28 and AT&T Order, p. 37.
7 MCIm Order, p. 28 and AT&T Order at Issue 88.
3
<PAGE>
percent. Reciprocal compensation shall comply with the
Recommended Order on Consolidated Cost and Pricing
Arbitration, to be trued up upon approval of that Decision by
the Commission.(8)
5.1.1 At such time as bill and keep is terminated, and
permanent rates are established by the Commission, a
true-up for the regulatory lag may be ordered by the
Commission.
5.2(9) Pac-West shall receive fair compensation for the use of its
switch equivalent to that of U S WEST's switch beginning from
the date Pac-West enters an agreement granting access to the
facilities of Pac-West's long distance affiliate(s). Until
that time, Pac-West's switch shall be billed at the rates
equivalent to that of a U S WEST end office switch.
6. Number Portability
6.1 Pac-West and U S WEST shall provide remote call forwarding
functionality, or other INP capabilities, to each other at no
charge, in accordance with the provisions of the FCC's First
Report and Order and Further Notice of Proposed Rulemaking, CC
Docket No. 95-116 ("FCC Number Portability Order").
6.2 The costs incurred by Pac-West and U S WEST of providing INP
shall be recovered through a broad-based cost recovery
mechanism, as described in the FCC Number Portability Order.
Costs shall be assessed in an annual surcharge based upon each
carrier's number of ported telephone numbers relative to the
total number of active telephone numbers in the local service
area, as discussed by the FCC in the FCC Number Portability
Order, at paragraph 16.
6.3(10) In respect to distribution of terminating charges in the
context of INP, such charges shall be distributed in a manner
consistent with meet-point billing arrangements. Accordingly,
there shall be no requirement that all of the terminating
interstate or intrastate access charges paid by IXCs on calls
forwarded as a result of number portability measures be paid
to either Pac-West or U S WEST. Pac-West and U S WEST shall
share in the access revenues received for a ported call. If U
S WEST or Pac-West is unable to identify the particular IXC
carrying a forwarded call for purposes of assessing access
charges, the forwarding carrier shall provide the terminating
carrier with the necessary information to permit the
terminating carrier to issue a bill. The Parties shall work
together to incorporate the results of the FCC Access Reform
Order when final.
6.4 Pac-West may request U S WEST to provide Pac-West call detail
records identifying each IXC which are sufficient to allow
Pac-West to render bills to IXCs for calls IXCs place to
- ----------
8 Procedural Order, July 14, 1997, page 16.
9 MCIm Order, p. 26.
10 AT&T Order, p. 28 at Issue 50.
4
<PAGE>
ported numbers in the U S WEST network which U S WEST forwards
to Pac-West for termination. To the extent U S WEST is unable
to provide billing detail information within a reasonable time
frame, the Parties may agree on an interim method to share
access revenues pursuant to a mutually agreed upon surrogate
approach.
7. Network Elements
7.1(11) U S WEST may receive compensation for electronic interfaces as
an initial access fee for its expenditures at such time as the
completion of the gateway interfaces are effected. The
reimbursement for such expenditures shall be apportioned among
all end users of the gateway interfaces in Arizona, including
U S WEST. U S WEST and Pac-West acknowledge that the specific
cost-sharing mechanism for electronic interfaces shall be
determined by a generic proceeding held by the Commission for
this purpose.
7.2 [intentionally left blank for numbering consistency]
7.3(12) The expense of rebranding operator services and directory
assistance, if requested by Pac-West, shall be included as a
forward looking economic cost, such cost to be resolved in the
future proceeding to be conducted by the Commission as it
considers cost studies.
8. Rate Schedule
8.1 The rates for interconnection, unbundled Network Elements,
Ancillary Services, and Reciprocal Compensation are provided
in Schedule I to this Attachment 1.
- ----------
11 AT&T Order, p. 26 at Issue 45.
12 AT&T Order, p. 18 at Issue 30.
5
<PAGE>
Schedule 1 of Attachment 1
ARIZONA
U S WEST and Pac-West INTERIM PRICE LIST
<TABLE>
<CAPTION>
<S> <C>
UNBUNDLED NETWORK ELEMENTS
Unbundled Loop
Network Interface Device, New Customer, Recurring $0.2550
Network Interface Device, New Customer, Nonrecurring $30.19
Loop Distribution BFR
Loop Concentrator BFR
Loop Feeder BFR
Unbundled 2 Wire Loop, Recurring $21.76
Unbundled 4 Wire Loop, Recurring $41.63
Residence Nonrecurring $41.83
Business Nonrecurring $45.67
Cable Unloading and Bridge Tap Removal, One-Time Charge $140.00
Extension Technology, Recurring $6.75
Switching
Usage Per Minute $0.0035835
Per Port, Recurring $1.37
Per Port, Nonrecurring $56.03
Entrance Facility
DS1, Electrical, Recurring $89.42
DS3, Electrical, Recurring $357.16
DS1, Electrical, Nonrecurring $531.65
DS3, Electrical, Nonrecurring $630.65
Direct and Dedicated Transport
DS0 Dedicated, Recurring $4.26
Fixed Per Mile
----- --------
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $35.98 $0.65
DS1 - Over 8 to 25 $35.99 $0.94
DS1 - Over 25 to 50 $36.00 $1.75
DS1 - Over 50 $36.00 $1.59
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $243.17 $13.32
DS3 - Over 8 to 25 $246.15 $15.90
DS3 - Over 25 to 50 $250.66 $22.91
DS3 - Over 50 $249.26 $22.49
</TABLE>
Page 1
<PAGE>
Schedule 1 of Attachment I
ARIZONA
U S WEST and Pac-West INTERIM PRICE LIST
<TABLE>
<CAPTION>
<S> <C>
UNBUNDLED NETWORK ELEMENTS
Multiplexing, per arrangement
DS3 to DS 1, Recurring $196.85
DS3 to DS1 Nonrecurring $394.50
Common Transport/Tandem Transmission, Per Minute, Per Leg $0.000372
Tandem Switching, Per Minute of Use $0.002169
Signaling (Note 1)
Entrance Facility
DS1, Electrical, Recurring $44.71
DS3, Electrical, Recurring $178.58
DS1, Electrical, Nonrecurring $265.83
DS3, Electrical, Nonrecurring $315.33
Direct Link Transport Fixed Per Mile
----- --------
DS0 - 0 Miles None None
DSO - Over 0 to 8 $9.38 $0.04
DSO - Over 8 to 25 $9.38 $0.05
DSO - Over 25 to 50 $9.39 $0.06
DSO - Over 50 $9.39 $0.05
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $17.99 $0.33
DS1 - Over 8 to 25 $18.00 $0.47
DS 1 -Over 25 to 50 $18.00 $0.88
DS 1 - Over 50 $18.00 $0.80
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $121.59 $6.66
DS3 - Over 8 to 25 $123.08 $7.95
DS3 - Over 25 to 50 $125.33 $11.46
DS3 - Over 50 $124.63 $11.25
Multiplexing
DS1 to DSO, Recurring $100.04
DS3 to DS1, Recurring $98.43
DS1 to DSO, Nonrecurring $179.56
DS3 to DS1, Nonrecurring $197.25
CCS Link - First Link, Nonrecurring $237.89
CCS Link - Each additional Link, Nonrecurring $34.14
STP Port -Per Port, Recurring $104.29
Signaling Link
First Link, Recurring $9.87
Additional Link, Recurring $9.87
SCP/Databases - Per Message $0.00079
</TABLE>
Page 2
<PAGE>
Schedule 1 of Attachment 1
ARIZONA
U S WEST and Pac-West INTERIM PRICE LIST
<TABLE>
<CAPTION>
<S> <C>
ANCILLARY SERVICES
Directory Assistance
Price per Call - Facilities-Based Providers $0.28
Listings
Primary Listings, Directory Assistance, White & Yellow Pages No Charge
E911
LEC and CLECs recover costs from PSAP No Charge
Assignment of Numbers No Charge
Assignments per industry guidelines
Busy Line Verification
Per Call $0.72
Busy Line Interrupt
Per Call $0.87
Interim Number Portability
Service Establishment, Per Route, Per Switch, Nonrecurring $20.65
Service Establishment, Per Ported Number, Nonrecurring $4.47
Service Establishment, Additional and Consecutive Numbers $3.32
Per Number Ported, Nonrecurring
PHYSICAL AND VIRTUAL COLLOCATION
Common Elements
Quote Preparation Fee, Nonrecurring $1,055.76
Cable Splicing
Per Setup, Nonrecurring $439.50
Per Fiber Spliced, Nonrecurring $27.15
48 Volt Power, Per Ampere, Recurring, Per Month $12.89
48 Volt Power Cable
20 Ampere Capacity - Recurring $0.21
40 Ampere Capacity - Recurring $0.29
60 Ampere Capacity - Recurring $0.35
20 Ampere Capacity - Nonrecurring $59.14
40 Ampere Capacity - Nonrecurring $80.69
60 Ampere Capacity - Nonrecurring $95.34
Equipment Bay, Per Shelf Rack Space, Recurring $6.41
Inspector per 1/2 Hour, Regular $24.49
Inspector per 1/2 Hour, After Hours $36.24
Training per 1/2 Hour $23.95
</TABLE>
Page 3
<PAGE>
Schedule 1 of Attachment 1
ARIZONA
U S WEST and Pac-West INTERIM PRICE LIST
<TABLE>
<CAPTION>
<S> <C>
PHYSICAL AND VIRTUAL COLLOCATION (Note 2)
Common Elements
Engineering per 1/2 Hour, Regular $24.55
Engineering per 1/2 Hour, After Hours $35.25
Installation per 1/2 Hour, Regular $23.73
Installation per 1/2 Hour, After Hours $33.20
Maintenance per 1/2 Hour, Regular $22.20
Maintenance per 1/2 Hour, After Hours $31.57
Element Group 1
Entrance Facility - 2 fibers, Recurring $1.52
Entrance Facility - 2 fibers, Nonrecurring $1,514.67
EICT Channel Terminations
2-wire DSO EICT, Recurring $0.44
4-wire DSO EICT, Recurring $0.86
DS1 EICT, Recurring $4.28
DS3 EICT, Recurring $14.98
2-wire DSO EICT, Nonrecurring $141.54
4-wire DSO EICT, Nonrecurring $141.54
DS1 EICT, Nonrecurring $160.62
DS3 EICT, Nonrecurring $161.46
EICT Regeneration
DS1 EICT, Regeneration, Recurring $6.30
DS3 EICT, Regeneration, Recurring $41.32
DS1 EICT, Regeneration, Nonrecurring $160.62
DS3 EICT, Regeneration, Nonrecurring $161.46
Element Group 2
Entrance Enclosure:
Manhole - Per Month Per Manhole $13.81
Handhold - Per Month Per Handhold $7.61
Conduit & Interduct fm Entrance Enclosure to Cable Vault, Per Foot/month $0.21
Core Drill, Per Core, Nonrecurring $181.57
Riser from Cable Vault to Customer Designated Equipment, Per Foot/Mont $0.24
Fiber Optic Cable (24 Fiber Increment), Per Foot/Month $0.03
Fiber Placement in conduit and riser, Per Foot $0.83
Copper Cable 25 Pair, Per Month $0.006
Copper Cable Splicing - Per Splice $45.64
Copper Cable Placement in Conduit and Riser - Per Foot $0.83
Coax Cable RG59 - Per Foot Per Month $0.10
AC Power Per WATT, Per Month $0.03
</TABLE>
Page 4
<PAGE>
Schedule 1 of Attachment 1
ARIZONA
U S WEST and Pac-West INTERIM PRICE LIST
<TABLE>
<CAPTION>
<S> <C>
Humidification Per Eased Physical Space $28.23
Cage/Hard Wall Enclosure See Attachment 1, Section 3.6
Rent (w/ Maintenance) - per square foot Zone 1, Recurring $2.75
Rent (w/ Maintenance) - per square foot Zone 2, Recurring $2.26
Rent (w/ Maintenance) - per square foot Zone 3, Recurring $2.06
RESALE -
Customer Transfer Charge
Business $30.80
Residence $29.57
ISDN $31.08
Resale Discount 17%
</TABLE>
Note
1 When purchasing signaling links, Pac-West will pay the appropriate Entrance
Facility, Direct Link Transport. and Multiplexing price, plus the Signaling
Link and CCS Link Price.
2 When purchasing Collocation, Pac-West will pay the listed price for elements
in Element Group 1 and Element Group 2.
Page 5
<PAGE>
Attachment 2
TABLE OF CONTENTS
1. Description .........................................................1
2. General Terms and Conditions for Resale .............................2
3. Basic Service Requirements ..........................................3
4. Requirements for Specific Services ..................................4
5. Service Functions ...................................................8
6. Security and Law ....................................................9
7. Ordering and Maintenance ............................................9
8. Changes in Retail Service ..........................................10
9. Customer Authorization Process .....................................10
10. Pac-West Responsibilities .........................................11
11. Pricing ...........................................................12
12. Deposit ...........................................................12
1
<PAGE>
RESALE
1. Description
1.1(1) Pac-West may resell to any and all classes of end-users
Telecommunications Services obtained from U S WEST under this
Agreement, except for Centrex and Lifeline Assistance/Link-Up
(or similar) services, which Pac-West may only resell to those
subscribers who are eligible for such services. U S WEST will
not prohibit, nor impose unreasonable or discriminatory
conditions or limitations on the resale of its
Telecommunications Services. Pac-West may not resell
residential service to business customers, and business
service may not be resold to residential customers. The
foregoing shall permit the resale of Telecommunications
Services to another Reseller.
1.2(2) U S WEST will also make the following services available for
resale: residence basic exchange, Centrex Plus, Operator
Services, Directory Assistance, Optional Calling Plans, Volume
Discount Plans, Discounted Feature Packages, Private Line
Transport, negotiated contract arrangements, Business Basic
Exchange, PBX Trunks, Frame Relay Service, ISDN, listings,
features, intraLATA toll, AIN Services and WATS. This list of
services is neither all inclusive nor exclusive.
1.3 At the request of Pac-West, and pursuant to the requirements
of the Act, and FCC rules and state regulations, U S WEST
shall make available to Pac-West for resale any
Telecommunications Services that U S WEST currently provides
or may offer hereafter, including, but not limited to,
Telecommunications Services offered through contract service
arrangements, special arrangements, discount plans and
promotions of more than ninety (90) days duration. Resale
discounts may vary from the standard resale discount, subject
to the approval of the Commission. U S WEST shall also provide
Service Functions, as agreed to in this Attachment 2. The
Telecommunications Services and Service Functions provided by
U S WEST to Pac-West pursuant to this Attachment 2 are
collectively referred to as "Local Resale".
1.4 This Section 1 describes several services which U S WEST shall
make available to Pac-West for resale pursuant to this
Agreement. This description of services is neither all
inclusive nor exclusive. Except as may be noted elsewhere in
this Agreement, all services or offerings of U S WEST which
are to be offered for resale pursuant to the Act are subject
to the terms herein, even though they are not specifically
enumerated or described.
1.5(3) Voice mail and inside wire are not available for purchase at
the wholesale or discount rate; provided, however, that
nothing in this Agreement shall prevent Pac-West from
requesting voice mail and inside wire at the retail rates for
resale.
- ----------
1 MCIm Order, p. 13 at Issue 21 and AT&T Order, p. 16at Issue 29.
2 MCIm Order, p. 13 at Issue 21 and AT&T Order, p. 16 at Issue 29.
3 MCIm Order, p. 12 at Issue 21 and AT&T Order, pp. 14-15 at Issue 27.
1
<PAGE>
1.5.1 Voice Mail
U S WEST shall make available the SMDI-E ("Station
Message Desk Interface Enhanced"), where available, or
SMDI (Station Message Desk Interface), where SMDI-E is
not available, feature capability allowing for Voice
Mail Services. U S WEST shall make available, where
available, the MWI (Message Waiting Indicator) stutter
dialtone and message waiting light feature
capabilities. U S WEST shall make available CF-B/DA
(Call Forward on Busy/Don't Answer), CF/B (Call Forward
on Busy), and CF/DA (Call Forward Don't Answer) feature
capabilities allowing for Voice Mail services.
1.6 Grandfathered Services
U S WEST shall offer for resale to Pac-West all grandfathered
services. For purposes of this Agreement, a grandfathered
service is a service that U S WEST no longer offers to new
subscribers or a class of new subscribers. Pac-West shall be
notified of any U S WEST request for the termination of
service and/or its grandfathering filed with the Commission or
U S WEST's intent to grandfather/withdraw a service at least
thirty (30) calendar days prior to the effective date of such
grandfathering or intended termination. The form of
notification may be either in written or electronic form.
1.7 N11 Service
Pac-West shall have the right to resell any N11 service,
including, but not limited to, 411 and 911 services.
1.8 Promotions
Promotions of ninety (90) days or less need not be made
available to Pac-West at the wholesale discount rate.(4)
1.9 The specific business process requirements and systems
interface requirements are set forth in Attachments 5 and 6.
2. General Terms and Conditions for Resale
2.1 Primary Local Exchange Carrier Selection. U S WEST shall apply
the principles set forth in Section 64.1100 of the FCC Rules,
47 C.F.R. Section 64.1100, as implemented, to the process for
end-user selection of a primary local exchange carrier. In
accordance with the customer authorization process described
elsewhere in this Agreement, U S WEST shall not require
notification from the customer, another carrier, or another
entity, in order to process an Pac-West order for local
service for a customer.
- ----------
4 MCIm Order, p. 12 at Issue 21.
2
<PAGE>
2.2 Except where otherwise provided, 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, provision, change orders,
training, maintenance, trouble reports, repair, post-sale
servicing, billing, collection and inquiry. Pac-West shall
inform its end users that they are customers of Pac-West for
resold services. Pac-West's end users who inadvertently
contact U S WEST with questions regarding their Pac-West
service will be instructed to contact Pac-West. U S WEST end
users who inadvertently contact Pac-West with questions
regarding their U S WEST service will be instructed to contact
U S WEST. Nothing in this Agreement shall be deemed to
prohibit either Party from discussing its products and
services with customers of the other Party who solicit such
information or who are directly contacted by a Party.
3. Basic Service Requirements
3.1 Call Types
3.1.1 U S WEST shall provide the following call types,
features and functions to Pac-West and its end users
with no loss of feature or functionality: (a) dial
tone and ringing; (b) capability for either dial
pulse or touch tone; (c) flat and measured services;
(d) speech recognition as available with other custom
calling and CLASS features; (e) same extended area
service free calling area; (f) 1 + intraLATA toll
calling; (g) access to interLATA toll calling; (h)
access to international calling; (i) lines as well as
trunks (DID, DOD); 0) analog and digital private line
- all speeds; (k) off-premises extensions; (1)
Centrex; and (m) ISDN.
3.2 U S WEST will provide access for Pac-West and all its end user
customers to all call types, including, but not limited to,
500, 700, 800, 900, exchanges and dial around services
(10XXX).
3.3 U S WEST shall impose no restrictions on customers calling
(e.g., there should not be a 750 minute limit on flat rate
calling).
3.4 U S WEST will provide pre-subscription services for intraLATA
and interLATA toll services in accordance with currently
accepted methods and procedures.
3.5 Features Requirements
3.5.1 U S WEST will provide Pac-West the ability to suspend
and restore customer service, including vacation
suspension service, at the direction of Pac-West
3.5.2 End Office Features. U S WEST will provide to
Pac-West the same end office features available to U
S WEST's end users, including, but not limited to,
CLASS features, Custom Calling features, and AIN
features.
3.5.3 Call Blocking Features. U S WEST will provide to
Pac-West the same call blocking features as are
available to U S WEST's own Customers.
3
<PAGE>
3.6 Upon request, U S WEST shall provide Pac-West a list, in an
agreed upon format by central office, of all the
Telecommunications Services, features and functions offered by
U S WEST within sixty (60) days after the Effective Date of
this Agreement and shall provide updates to such lists as
further described in Attachment 5. U S WEST shall also provide
an electronic access method for Pac-West to ascertain the
service availability of a particular USOC in a given central
office.
4. Requirements for Specific Services
4.1 IntraLATA Toll
U S WEST will provide Pac-West its intraLATA toll service to
Pac-West for resale where 1 + intraLATA toll presubscription
is not available.
4.2 Private Line Services
The following private line services shall be made available
without restriction from U S WEST: (a) voice grade private
line services; (b) off premise extensions; (c) foreign
exchange line service; (d) point-to-point and multi-point
digital services (e.g., 9.6 kbps-56 kbps; fractional DS-1);
(e) DS-1 Services; (f) DS-3 services; (g) OC-3 service (where
available); (h) frame relay service; (i) packet switched
services; 0) switched digital services; and (k) other private
line services as they are made available.
4.3 Centrex Requirements
4.3.1 At Pac-West's option and as they are available to U S
WEST's own end users via interstate tariffs and state
tariffs, price lists, price schedules, catalogs, or
Individual Case Basis, Pac-West may purchase a
single, any combination, or the entire set of Centrex
features, including Centrex Management System (CMS)
or its equivalent as described in Attachment 5. The
Centrex service provided for resale will meet the
requirements set forth in the following provisions of
this Section.
4.3.2 All service levels and features of Centrex service
provided by U S WEST for resale by Pac-West shall be
at parity with levels and features provided to U S
WEST's own customers or as mutually agreed upon by
the Parties.
4.3.3 Pac-West may aggregate the Centrex local exchange and
intraLATA traffic usage of Pac-West subscribers to
the extent U S WEST makes such aggregation available
to itself or to its end users, Customers, or
Affiliates.
4.3.4 Pac-West may aggregate multiple Pac-West customers on
dedicated access facilities.
4.3.5 U S WEST shall make CMS -information available to
Pac-West at the common block level via an electronic
interface, as provided to U S WEST's own end users.
4.3.6 Pac-West may use remote call forwarding in
conjunction with Centrex service to provide service
to Pac-West local service Customers residing outside
of the
4
<PAGE>
geographic territory in which U S WEST provides local
exchange service. However, U S WEST is not obligated
to provide facilities outside its service territory.
4.3.7 Pac-West may purchase any and all levels of Centrex
service for resale, without restriction on the
minimum or maximum number of lines that may be
purchased for any one level of service, equivalent to
what is offered to U S WEST's own end users.
4.3.8 U S WEST will provide to Pac-West the ability to
suppress the need for Pac-West customers to dial "9"
when placing calls outside the Centrex system.
4.3.9 U S WEST shall make available to Pac-West for resale,
at no additional charge, intercom calling among all
Pac-West customers within a common block who utilize
resold Centrex service.
4.4 CLASS and Custom Features Requirements Pac-West may purchase a
single, any combination, or the entire set of CLASS and custom
features and functions, on a customer-specific basis. CLASS
features shall include, but not be limited to: caller
identification, name and number; call screening; call tracing;
and automatic call back on busy (*69). U S WEST shall provide
to Pac-West a list of all such CLASS and custom features and
functions within ten (10) days of the Effective Date of this
Agreement and shall provide updates to such list when new
features and functions become available.
4.5 Customer Financial Assistance Programs
4.5.1 Local services provided to low-income subscribers,
pursuant to requirements established by the
appropriate state regulatory body, include programs
such as Lifeline, Voluntary Federal Customer
Financial Assistance Program, and Link-Up America
("Voluntary Federal Customer Financial Assistance
Programs"). When a U S WEST subscriber eligible for
the Voluntary Federal Subscriber Financial Assistance
Programs or other similar state programs chooses to
obtain local service from Pac-West, U S WEST shall
forward information available to U S WEST regarding
such subscriber's eligibility to participate in such
programs to Pac-West and in electronic format when
available in accordance with the procedures set forth
herein.
4.5.2 U S WEST shall offer for resale Lifeline and Link-Up
Service; provided, however, that Pac-West may only
resell Lifeline and Link-Up Service to those
Customers eligible to receive such services.(5) Relay
services are not available for resale and shall be
kept centralized with U S WEST.(6) U S WEST will
provide information about the certification process
for the provisioning of Lifeline,
- ----------
5 AT&T Order, p. 14 at Issue 27.
6 AT&T Order, p. 14 at Issue 27.
5
<PAGE>
Link-up, and similar services. U S WEST will forward to
Pac-West, in electronic format (when available), information
available to U S WEST regarding a subscriber's program
eligibility, status and certification when a U S WEST
subscriber currently on any U S WEST telephone assistance
program changes service to Pac-West as their local exchange
carrier. U S WEST will cooperate in obtaining any subsidy
associated with a subscriber transfer to Pac-West.
4.5.2.1 In connection with the transfer of a customer from U
S WEST to Pac-West, U S WEST shall provide to
Pac-West a customer profile, including customer name,
billing and residence address, billing telephone
number(s), eligibility for Voluntary Federal Customer
Financial Assistance Program, and other similar
services, and identification of U S WEST features and
services subscribed to by the customer.(7)
4.6 Discount Plans and Services
4.6.1 In accordance with FCC rules and regulations, U S WEST shall
offer for resale all Discount Plans and Services.
4.6.2 Pac-West can utilize any volume discounts that U S WEST makes
available to its end user customers.
4.7 Hospitality Service
U S WEST shall provide all blocking, screening, and all other
applicable functions available for hospitality lines utilized as such.
4.8 Telephone Line Number Calling Cards. Effective ten (10) Business Days
after the date of an end-user's subscription to Pac-West service or
within twenty-four (24) hours after Pac-West has notified U S WEST that
it has replaced the subscriber's calling card, whichever is earlier, U
S WEST will terminate its existing telephone line number-based calling
cards and deactivate any U S WEST-assigned telephone line calling card
number subaccount and PIN (including area code) ("TLN") from the LIDB.
Pac-West may issue a new telephone calling card to such customer,
utilizing the same TLN, and Pac-West shall have the right to enter such
TLN in the LIDB for calling card validation purposes. US WEST will
assume responsibility for billing its calling card calls that appear
before the card is terminated. Nothing in this section shall prohibit U
S WEST from terminating calling card service to U S WEST customers who
have been determined to be a credit risk, according to U S WEST's
normal business practices.
4.8.1 Except as provided above, the Parties will cooperate in the
deactivation and activation of calling cards and will make
reasonable efforts to minimize the time a customer is without
an active calling card.
- ----------
7 AT&T Order, p. 14 at Issue 27.
6
<PAGE>
4.8.2 U S WEST shall not prohibit Pac-West from issuing a new
telephone calling card to an Pac-West customer utilizing the
same TLN and Pac-West shall have the right to enter the TLN in
the LIDB for calling card verification purposes.
4.8.3 U S WEST will provide Pac-West the ability to utilize U S
WEST's LIDB for calling card validation.
4.9 U S WEST shall make engineering support available to Pac-West for
Resale Services on the same basis as it provides such support for U S
WEST end users. To the extent the cost of such engineering support has
been considered an avoided cost in the development of the avoided cost
discount, the cost of such engineering support shall be dome by
Pac-West.
4.10 Payphone Services
U S WEST agrees to sell for resale all tariffed PAL services at a
appropriate wholesale discount to be determined by the Commission.
4.10.1 U S WEST shall offer for resale, at a minimum, the following
Coin Line, PAL, and PAL Coinless features:
Billed Number Screening
Ability to "freeze" PIC selection
One (1) bill per line and/or multiple lines per BAN
Point of demarcation at the Network Interface location
Detailed billing showing all 1+ traffic on paper, diskette
or electronic format
Touch-tone service
Option for listed or non-listed numbers
Access to 911 service
One (1) directory per line
4.10.2 At a minimum, U S WEST shall offer for resale the following
Coin Line features:
o Access to all central office intelligence required to
perform answer detection, coin collection, coin return,
and disconnect
o Answer Detection
o Option to block all 1 + calls to international
destinations
o IntraLATA Call Timing
o Option of one-way or two-way service on line
o Flat Rate Service, where available
o Originating line screening
o U S WEST central office intelligence for rating and other
functions
o Option of measured service, where available
o Ability to block any 1+ service that cannot be rated by
the coin circuits/TSPS/OSPS to the extent provided on U S
WEST coin lines
o Protect against clip on fraud to the extent provided on
U S WEST coin lines
o Protect against blue box fraud to the extent provided on
U S WEST coin lines
o Provision of Information Digit 27
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4.10.3 At a minimum, U S WEST shall offer for resale the
following PAL and PAL Coinless features:
o Originating line screening
o Two-way service option
o Flat rate service based on rate groups, where
available
o Option of one-way service on the line, where
available
o Option of measured service, where available
o Ability to keep existing serving telephone
numbers if cutover to Pac-West
o Pac-West resale line incoming/outgoing screening
o Provision of Information Digit 07
o Provision of International Toll Denial
Recognition Tone, when available
4.10.4 At a minimum, U S WEST shall offer for resale the
following PAL Coin feature:
o Blocking for 1+ international, 10XXXX1 +
international, 101XXXX1 + international, 1+900,
N11, 976 and option to block all 1-700 and 1-500
calls
o Line side supervision option
4.10.5 At a minimum, U S WEST shall offer for resale the
following PAL Coinless feature:
o Blocking for 1 + international, 1OXXXX1 +
international, 101XXXX1 +1 International, 1+900,
N 11, 976, and 7 digit local
4.10.7 U S WEST shall provide installation intervals to
Pac-West for ordering, call transfer, billing, and
PIC changes in accordance with performance standards
that are established by the Commission, pursuant to
subsequent agreement between the Parties or as
provided to any other Person.
5. Service Functions
5.1 U S WEST shall provide Pac-West with the information available
to U S WEST that Pac-West will need to certify subscribers who
transfer from U S WEST as exempt from charges (including
taxes), or eligible for reduced charges associated with
providing services.
5.2 U S WEST shall provide Pac-West with appropriate notification
of all area transfers with line level detail one hundred
twenty (120) days before service transfer, and will also
notify Pac-West within one hundred twenty (120) days before
such change or any LATA boundary changes.
5.3 U S WEST will work cooperatively with Pac-West in practices
and procedures regarding the handling of law enforcement and
service annoyance calls.
5.4 Support Functions
5.4.1 Routing to Directory Assistance, Operator and Other
Services
5.4.1.1 US WEST shall make available to Pac-West the
ability to route:
8
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(a) all Local Directory Assistance calls
(411, (NPA) 555-1212) dialed by Pac-West
Customers directly to the Pac-West
Directory Assistance Services platform,
where technically feasible and
consistent with FCC rules; and
(b) Local Operator Services calls (0+, 0-)
dialed by Pac-West Customers directly to
the Pac-West Local Operator Services
platform, where technically feasible and
consistent with FCC rules. Such traffic
shall be routed over trunk groups
between U S WEST end offices and the
Pac-West Local Operator Services
Platform, using standard Operator
Services dialing protocols of 0+ or 0-.
5.4.1.2 All direct routing capabilities described
herein shall permit Pac-West Customers to
dial the same telephone numbers for Pac-West
Directory Assistance and Local Operator
Service as U S WEST customers use to access
similar services.
6. Security and Law
6.1 U S WEST will maintain and safeguard all Pac-West customer
information according to CPNI privacy guidelines.
6.2 U S WEST and Pac-West will work jointly in security matters as
they relate to Pac-West customers in a resale environment
including, but not limited to, harassment and annoyance calls.
6.3 U S WEST and Pac-West will work jointly to support law
enforcement agency requirements including, but not limited to,
taps, traces and court orders.
6.4 U S WEST will work jointly with Pac-West with respect to
prevention and settlement of fraud. 6.5 U S WEST and Pac-West
will work jointly to provide access to lines in a hostage
situation.
7. Ordering and Maintenance
7.1 Pac-West shall transmit to U S WEST the information necessary
for the installation (billing, listing and other information),
repair, maintenance and post-installation servicing according
to U S WEST's standard procedures, as described in the U S
WEST resale operations guide that will be provided to Pac-West
When U S WEST's end user or the end user's new service
provider discontinues the end users service in anticipation of
moving to another service provider, U S WEST will render its
closing bill to the end user effective with the disconnection.
Should Pac-West's end user, a new service provider or Pac-West
request service be discontinued to the end user, U S WEST will
issue a bill to Pac-West for that portion of the service
provided to the Pac-West end user. In no event, shall the
transition of an end user from U S WEST to Pac-West cause a
disconnection of service other than as specifically provided
for in this Agreement. It is understood that Pac-West's
decision to request a change in class of service (or a
conversion to a re-used unbundled loop) at
9
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"transition" may involve a few minutes out-of-service. The
preceding may be modified by agreement of the Parties.
7.2 U S WEST will notify Pac-West by fax or other processes as
agreed to by the Parties, when an end user moves to another
service provider.
7.3 The new service provider shall be responsible for issuing
either a transfer of service or disconnect/new connect order,
as appropriate.
7.4 The Parties agree that they will work cooperatively to develop
the standards and processes applicable to the transfer of such
accounts that are in arrears.
8. Changes in Retail Service
8.1 U S WEST will notify Pac-West of any changes in the terms and
conditions under which it offers Telecommunications Services
at retail to subscribers who are not telecommunications
service providers or carriers, including, but not limited to,
the introduction or discontinuance of any features, functions,
services or promotions. Such notification shall be through U S
WEST's filing for Commission approval of such matters.(8)
8.2 U S WEST will provide to Pac-West advance notice of the
availability of new Telecommunication Services in accordance
with Section 23.2 of Part A of this Agreement.
8.3 In the event U S WEST intends to terminate the provisioning of
any resold services to Pac-West for any reason, Pac-West shall
be responsible for providing any and all necessary notice to
its end users of the termination. In no case shall U S WEST be
responsible for providing such notice to Pac-West's end users.
U S WEST will provide sufficient written notice to Pac-West of
U S WEST's intent to terminate a resold service so that
Pac-West may notify its customers or intervene in the
proceedings on a timely basis consistent with Commission rules
and notice requirements.
9. Customer Authorization Process
9.1 U S WEST and Pac-West will use the existing PIC process as a
model, and the same or similar procedures for changes of local
providers. For a local carrier change initiated by Pac-West or
an agent of Pac-West to a customer, one of the following four
(4) procedures will constitute authorization for the change:
(a) Obtain the customer's written authorization (letter of
authorization or LOA); (b) Obtain the customer's electronic
authorization by use of an toll-free number, (c) Have the
customer's oral authorization verified by an independent third
party (third party verification); or (d) Send an information
package, including a prepaid, returnable postcard, within
three (3) days of the customer's request for a local carrier
change, and wait fourteen (14) days before submitting the
local carrier change to the previous carrier.
- ----------
8 AT&T Order, p. 22 at Issue 39(a).
10
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9.2 It is understood by U S WEST and Pac-West that these procedures
may be superseded or modified by FCC rules or industry standards.
9.3 U S WEST will provide Pac-West authorization for a local
carrier change that is initiated by a customer call to
Pac-West In this case Pac-West will: (a) maintain internal
records verifying the customer's stated intent to switch
carriers; and (b) produce the record in case of a slamming
dispute consistent with FCC rules.
9.4 Should an end user dispute or a discrepancy arise regarding
the authority of Pac-West to act on behalf of the end user,
Pac-West is responsible for providing a written response
evidencing its authority to U S WEST within five (5) Business
Days of receipt of a written request from U S WEST describing
the basis of the dispute or discrepancy. If there is a
conflict between the end user designation or Pac-West does not
provide a response within five (5) Business Days, U S WEST
shall honor the designation of the end user. In the event the
end user designation is honored by U S WEST as described
above, then Pac-West shall remit a slamming charge, if any, in
accordance with Section 258 of the Act and Commission Rules.
9.5 Should an end user dispute or a discrepancy arise regarding
the authority of U S WEST to act on behalf of the end user, U
S WEST is responsible for providing a written response
evidencing its authority to Pac-West within five (5) Business
Days of receipt of a written request from Pac-West describing
the basis of the dispute or discrepancy. If there is a
conflict between the end user designation or U S WEST does not
provide a response within five (5) Business Days, Pac-West
shall honor the designation of the end user. In the event the
end user designation is honored by Pac-West as described
above, then U S WEST shall remit a slamming charge, if any, in
accordance with Section 258 of the Act and Commission rules.
9.6 Pac-West shall designate the Primary Interexchange
Carrier (PIC) assignments on behalf of its end users for
interLATA services and for intraLATA services when intraLATA
presubscription is implemented.
9.6.1 U S WEST is not required to assign central office
codes in a U S WEST central office for the exclusive
use of Pac-West.(9)
9.7 When Customers switch from U S WEST to Pac-West, or to
Pac-West from any other service provider, such Customers shall
be permitted to retain their current telephone numbers if they
so desire and if they do not change their service address to
an address served by a different central office. U S WEST
shall take no action to prevent Pac-West Customers from
retaining their current telephone numbers.
10. Pac-West Responsibilities
10.1 Pac-West must send to U S WEST either (a) complete and
accurate end user listing information for Directory Assistance
and 911 Emergency Services using processes mutually
- ----------
9 AT&T Order, p. 30 at Issue 59.
11
<PAGE>
agreed to by the Parties, or (b) notification of as is
migration. Pac-West must provide to U S WEST accurate end user
information to ensure appropriate listings in any databases in
which U S WEST retains and/or maintains end user information.
Pac-West assumes liability for the accuracy of information
provided to U S WEST. After receiving accurate information
from Pac-West, U S WEST assumes liability for the accuracy of
transmission of such information to the database provider
(e.g., SCC).
10.2 U S WEST shall provide Pac-West with the capability to assign
large quantities (i.e., greater than ten (10)) telephone
numbers for multiple line and PBX customers in accordance with
U S WEST's tariffs and/or its own internal practices.
10.3 Pac-West will provide a three (3) year non-binding forecast
within ninety (90) days of the Effective Date of this
Agreement. The forecast shall be updated and provided to U S
WEST on a quarterly basis. The initial forecast will provide:
o The date service will be offered (by city and/or state)
o The type and quantity of service(s) which will be offered
o Pac-West's anticipated order volume
o Pac-West' s key contact personnel
11. Pricing
The wholesale discount rate charged to Pac-West for Local Resale is set
forth in Attachment 1 of this Agreement.
12. Deposit
12.1 U S WEST may require a suitable deposit to be held by U S WEST
as a guarantee for payment of U S WEST's charges for companies
which cannot demonstrate sufficient financial integrity based
on commercially reasonable standards, which may include a
satisfactory credit rating as determined by a recognized
credit rating agency reasonably acceptable to U S WEST.
12.2 When the service is terminated or when Pac-West has
established satisfactory credit, if required under the terms
of the preceding paragraph, the amount of the initial or
additional deposit, with any interest due, will, at Pac-West's
option, be either credited to Pac-West's account or refunded
Satisfactory credit for Pac-West is defined as (a) twelve (12)
months positive payment history in another capacity with U S
WEST, such as in the interexchange area; (b) financial
standing as outlined in the preceding paragraph above; (c)
posting a bond,(10) or (d) twelve (12) consecutive months'
service as a reseller without a termination for nonpayment and
with no more than one (1) notification of intent to terminate
service for nonpayment. Interest on the deposit shall be
accumulated by U S WEST at a rate equal to the federal prime
rate, as published in the Wall Street Journal from time to
time.
- ----------
10 AT&T Order, p. 21 at Issue 38.
12
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Attachment 3
TABLE OF CONTENTS
1. Introduction ..........................................................1
2. Unbundled Network Elements ............................................1
3. Standards for Network Elements ........................................3
4. Tandem Switching ......................................................3
5. Shared Transport ......................................................6
6. Common Transport ......................................................6
7. Dedicated Transport ...................................................9
8. Loop ..................................................................17
9. Distribution ..........................................................24
10. Local Switching ......................................................27
11. Network Interface Device .............................................34
12. Operator Systems .....................................................35
13. E911 .................................................................35
14. Directory Assistance Data ............................................36
15. Signaling Link Transport .............................................36
16. Signaling Transfer Points (STPS) .....................................37
17. Service Control Points/Data bases ....................................41
18. Additional Requirements ..............................................49
18.1 Cooperative Testing .............................................49
18.2 Performance .....................................................51
1
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UNBUNDLED ACCESS/ELEMENTS
1. Introduction
1.1 U S WEST shall provide unbundled Network Elements in
accordance with this Agreement, the Act, FCC rules and
regulations, and state rules, regulations and orders. The
price for each Network Element is set forth in Attachment 1 of
this Agreement. Except as otherwise set forth in this
Attachment, Pac-West may order Network Elements as of the
Effective Date of this Agreement.
1.2 General Terms
1.2.1 U S WEST agrees to make available the following
unbundled Network Elements which are addressed in
more detail in the following sections of this
Attachment: (a) local loop, (b) local and tandem
switches (including all vertical switching features
provided by such switches), (c) interoffice
transmission facilities, (d) network interface
devices, (e) signaling and call-related database
facilities, (f) operations support systems functions,
and (g) operator and directory assistance
facilities.(1)
1.2.2 U S WEST shall offer each Network Element
individually and in Combinations with any other
Network Element or Network Elements in order to
permit Pac-West to combine such Network Element or
Network Elements obtained from U S WEST or with
network components provided by itself or by third
parties to provide Telecommunications Services to its
subscribers. Pac-West may purchase unbundled Network
Elements individually or in Combinations without
restrictions as to how those elements may be
rebundled.(2)
2. Unbundled Network Elements
2.1 U S WEST shall offer Network Elements to Pac-West on an
unbundled basis on rates, terms and conditions that are just
reasonable, and non-discriminatory in accordance with the
terms and conditions of this Agreement.
2.2 U S WEST shall permit Pac-West to connect Pac-West's
facilities or facilities provided to Pac-West by third parties
with each of U S WESTs unbundled Network Elements at any
technically feasible point designated by Pac-West.
2.3 Pac-West may use one or more Network Elements to provide any
feature, function, capability, or service option such Network
Element(s) is capable of providing or any feature,
- ----------
1 MCIm Order, p. 25 and AT&T Order, p. 11 at Issue 18.
2 MCIm Order, p. 11 at Issue 14 and AT&T Order, p. 13 at Issue 25.
1
<PAGE>
function, capability, or service option described in the
technical references identified herein, or as may otherwise be
determined by Pac-West.
2.3.1 Pac-West may, at its option, designate any technically
feasible method of access to unbundled Network
Elements, including access methods currently or
previously in use by U S WEST.
2.4 Pac-West may purchase unbundled Network Elements without
restrictions as to how Pac-West may rebundle those elements.(3)
2.5 For each Network Element, U S WEST shall provide a demarcation
point (e.g., at a Digital Signal Cross Connect, DCS, Light
Guide Cross Connect panel or a Main Distribution Frame) and, if
necessary, access to the Pac-West side of such demarcation
point, which Pac-West agrees is suitable. Where U S WEST
provides combined Network Elements at Pac-West's direction,
however, no demarcation point shall exist between such
contiguous Network Elements.
2.6 [intentionally left blank for numbering consistency]
2.7 This Attachment describes the initial set of Network Elements
which Pac-West and U S WEST have identified as of the Effective
Date of this Agreement:
o Loop
o Network Interface Device
o Distribution (subject to the BFR)
o Local Switching
o Operator Systems
o Shared Transport
o Common Transport
o Dedicated Transport
o Signaling Link Transport
o Signaling Transfer Points
o Service Control Points/Databases
o Tandem Switching
o 911
o Directory Assistance
2.8 Pac-West and U S WEST agree that the Network Elements
identified in this Attachment are not all of the possible
Network Elements.
2.9 Pac-West may identify additional or revised Network Elements
as necessary to provide Telecommunications Services to its
subscribers, to improve network or service efficiencies or to
accommodate changing technologies, customer demand, or other
requirements.
2.9.1 Pac-West will request such Network Elements in
accordance with the Bona Fide Request process
described in Part A of this Agreement. Additionally,
if U S WEST
- ----------
3 MCIm Order, p. 11 at Issue 14 and AT&T Order, p. 13 at Issue 25.
2
<PAGE>
provides any Network Element that is not identified
in this Agreement to itself, to its own subscribers,
to a U S WEST Affiliate or to any other Person, U S
WEST shall make available the same Network Element to
Pac-West on terms and conditions no less favorable to
Pac-West than those provided to itself or to any
other party.
3. Standards for Network Elements
3.1 Each Network Element shall be furnished at a service level
equal to or better than the requirements set forth in the
technical references identified herein for each such Network
Element, as well as any performance or other requirements,
identified in this Attachment, subject to Sections 1.3.1 and
1.3.2 of Part A of this Agreement.
3.2 If one or more of the requirements set forth in this Agreement
are in conflict, the Parties agree to resolve such conflict in
accordance with the dispute resolution provisions of Part A of
this Agreement.
3.2.1 U S WEST shall provide to Pac-West, upon request,
engineering, design, performance and other network
data sufficient for Pac-West to determine that the
requirements of this Section 3 are being met. in the
event such data indicates that the requirements set
forth herein are not being met, U S WEST shall,
within ten (10) days, cure any design, performance or
other deficiency and provide new data sufficient for
Pac-West to determine that such deficiencies have
been cured.
3.2.2 U S WEST agrees to work cooperatively with Pac-West
to provide Network Elements that will meet Pac-West's
needs in providing Telecommunications Services to its
subscribers.
3.3 Unless otherwise requested by Pac-West, each Network Element
or any Combination thereof and the connections between Network
Elements provided by U S WEST to Pac-West shall be made
available to Pac-West at any technically feasible point, that
is equal to or better than the manner in which U S WEST
provides such Network Elements, Combinations and connections
to itself, its own subscribers, to a U S WEST Affiliate or to
any other Person.
Description of Unbundled Elements
4. Tandem Switching
U S WEST will provide a tandem switching element ("Tandem Switching")
on an unbundled basis. The tandem switch element includes the
facilities connecting the trunk distribution frames to the switch, and
all the functions of the switch itself, including those facilities that
establish a temporary transmission path between two (2) other switches.
The definition of the tandem switching element also includes the
functions 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.
3
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4.1 Definition:
Tandem Switching is the function that establishes a
communications path between two (2) switching offices through
a third switching office (the tandem switch) including, but
not limited to, those of Pac-West, U S WEST, independent
telephone companies (ICOs), IXCs and wireless carriers.
4.2 Technical Requirements
4.2.1 Tandem Switching provided by U S WEST to Pac-West
shall have the same capabilities or equivalent
capabilities as those described in Bell
Communications Research TR-TSY-000540 Issue 2R2,
Tandem Supplement, June 1, 1990. The requirements for
Tandem Switching include, but are not limited to, the
following:
4.2.1.1 Tandem Switching shall provide signaling to
establish a tandem connection;
4.2.1.2 Tandem Switching shall provide screening
(digit analysis) and routing as designated
by Pac-West;
4.2.1.3 Where technically feasible, Tandem Switching
shall provide recording of all billable
events designated by Pac-West;
4.2.1.4 Tandem Switching shall allow passing of
Advanced Intelligent Network triggers
supporting AIN features;
4.2.1.5 Tandem Switching shall provide connectivity
to Operator Systems as designated by
Pac-West;
4.2.1.6 Tandem Switching shall provide access to
toll free number portability database where
Pac-West sends such traffic to a tandem;
4.2.1.7 Tandem Switching shall allow the passing of
all functions associated with traffic for
all trunk interconnection discussed under
the "Network Interconnection" section of
this Agreement (e.g., SS7, MF, DTMF, Dial
Pulse, PRI-ISDN, DID, and CAMA-ANI (if
appropriate for 911));
4.2.1.8 Tandem Switching shall provide connectivity
to PSAPs where 911 solutions are deployed
and the tandem is used for 911; and
4.2.1.9 Tandem Switching shall provide connectivity
to Transit Traffic to and from other
carriers.
4.2.2 Tandem Switching shall accept connections (including
the necessary signaling and trunking
interconnections) between end offices, other tandems,
IXCs, ICOs, CAPs and CLEC switches.
4.2.3 Tandem Switching shall provide local tandeming
functionality between two (2) end offices, including
two (2) offices belonging to different CLECs (e.g.,
between an Pac-West end office and the end office of
another CLEC).
4
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4.2.4 Tandem Switching shall preserve CLASS/LASS
features and Caller ID as traffic is
processed. Additional signaling information
and requirements are provided in Section 15
of this Attachment.
4.2.5 Tandem Switching shall record billable
events and send them to the area billing
centers designated by Pac-West. Billing
requirements are specified in Attachment 5
of this Agreement.
4.2.6 U S WEST shall perform routine testing and
fault isolation on the underlying switch
providing Tandem Switching and all its
Interconnections. When requested by
Pac-West, the results and reports of the
testing shall be made immediately available
to Pac-West.
4.2.7 When requested by Pac-West, U S WEST shall
provide to Pac-West for review performance
data regarding traffic characteristics or
other measurable elements with respect to
Pac-West traffic.
4.2.8 Tandem Switching shall control congestion
using capabilities such as Automatic
Congestion Control and Network Routing
Overflow. Congestion control provided or
imposed on Pac-West traffic shall be at
parity with controls being provided or
imposed on U S WEST traffic (e.g., U S WEST
shall not block Pac-West traffic and leave
its own traffic unaffected or less
affected).
4.2.9 Tandem Switching shall route calls to U S
WEST or Pac-West endpoints or platforms
(e.g., Operator Services and PSAPs) on a per
call basis as designated by Pac-West
Detailed primary and overflow routing plans
for all interfaces available within the U S
WEST switching network shall be mutually
agreed to by Pac-West and U S WEST. Such
plans shall meet Pac-West requirements for
routing calls through the local network.
4.2.10 Tandem Switching shall process originating
toll free traffic received from an Pac-West
local switch.
4.2.11 In support of AIN triggers and features,
Tandem Switching shall provide SSP
capabilities when these capabilities are not
available from the Local Switching Network
Element
4.2.12 The Local Switching and Tandem Switching
functions may be combined in an office. If
this is done, both Local Switching and
Tandem Switching shall provide all of the
functionality required of each of those
Network Elements in this Agreement
4.3 Interface Requirements
4.3.1 Tandem Switching shall provide interconnection to the
E911 PSAP where the underlying Tandem is acting as
the E911 Tandem.
4.3.2 Tandem Switching shall interconnect, with direct
trunks, to all carriers with which U S WEST
interconnects.
5
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4.3.3 U S WEST shall provide all signaling necessary to
provide Tandem Switching with no loss of feature
functionality.
4.3.4 For applicable call types, Tandem Switching shall
interconnect with Pac-West's switch, using two-way
trunks, for traffic that is transiting via the U S
WEST network to interLATA or intraLATA carriers. At
Pac-West's request, Tandem Switching shall record and
keep records of traffic for billing.
4.3.5 At Pac-West's request, Tandem Switching shall provide
overflow routing of traffic from a given trunk group
or groups onto another trunk group or groups
according to the methodology employed by U S WEST as
designated by Pac-West.
4.4 Tandem Switching shall meet or exceed each of the requirements
for Tandem Switching set forth in the following technical
references:
4.4.1 Bell Communications Research TR-TSY-000540 Issue 2R2,
Tandem Supplement, June 1, 1990;
4.4.2 GR-905-CORE covering CCSNIS; 4.4.3 GR-1 429-CORE for
call management features; and 4.4.4 GR-2863-CORE and
GR-2902-CORE for CCS AIN interconnection.
5. Shared Transport
U S WEST will provide unbundled access to U S WEST transmission
facilities between end offices, end offices and the tandem switch, and
the tandem switch and end offices for completing local calls. Such
transmission facilities would be shared with U S WEST and, as
applicable, with other CLECs. Transport routing shall be on an
identical basis as routing is performed by U S WEST, providing the same
efficiencies that U S WEST employs for itself. Costs will be allocated
appropriately based upon the transmission path taken by each call.
Shared transport shall meet the technical specifications as itemized
below for Common Transport. Access to shared transport facilities shall
be limited to U S WEST's existing(4) interoffice facilities.
6. Common Transport
6.1 Definition
Common Transport is an interoffice transmission path between
U S WEST Network Elements shared by carriers. Where U S WEST
Network Elements are connected by intraoffice wiring, such
wiring is provided as a part of the Network Elements and is
not Common Transport. U S WEST shall offer Common Transport as
of the Effective Date of this Agreement, at DS-0, DS-1, DS-3,
STS-1 or higher transmission bit rate circuits. Common
- ----------
4 Arizona Bench Order, May 29, 1997, p. 1537, Procedural Order, July 14,
1997 at pages 16-17.
6
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Transport consists of U S WEST inter-office transport
facilities and is distinct and separate from Local
Switching.
6.2 Technical Requirements
6.2.1 U S WEST shall be responsible for the engineering,
provisioning, and maintenance of the underlying
equipment and facilities used to provide Common
Transport.
6.2.2 In accordance with Sections 1.3.1 and 1.3.2 of
Part A of this Agreement, at a minimum, Common
Transport shall meet all of the requirements set
forth in the following technical references, as
applicable for the transport technology being
used:
6.2.2.1 ANSI T1.101-1994, American National
Standard for
Telecommunications-Synchronization
Interface Standard Performance and
Availability;
6.2.2.2 ANSI T1.102-1993, American National
Standard for Telecommunications Digital
Hierarchy - Electrical Interfaces;
6.2.2.3 ANSI Tl.102.01-199x, American National
Standard for Telecommunications -
Digital Hierarchy - VT1.5;
6.2.2.4 ANSI T1.105-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Basic Description including Multiplex
Structure, Rates and Formats;
6.2.2.5 ANSI T1.105.01-1995, American
National Standard for Telecommunications
- Synchronous Optical Network (SONET)
Automatic Protection Switching;
6.2.2.6 ANSI T1.105.02-1995, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Payload Mappings;
6.2.2.7 ANSI T1.105.03-1994, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Jitter at Network Interfaces;
6.2.2.8 ANSI T1.105.03a-1995, American National
Standard for Telecommunications -
Synchronous Optical Network
(SONET)-Jitter at Network Interfaces -
DS-1 Supplement;
6.2.2.9 ANSI T1. 105.05-1994, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Tandem Connection;
7
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6.2.2.10 ANSI T1.105.06-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Physical Layer Specifications;
6.2.2.11 ANSI T1. 1 05.07-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Sub STS-1 Interface Rates and Formats;
6.2.2.12 ANSI T1. 105.09-199x, American National
Standard for Telecommunications -
Synchronous Optical Network (SONET) -
Network Element Timing and
Synchronization;
6.2.2.13 ANSI T1.106-1988, American National
Standard for Telecommunications -
Digital Hierarchy - Optical Interface
Specifications (Single Mode);
6.2.2.14 ANSI T1. 107-1988, American National
Standard for Telecommunications Digital
Hierarchy - Formats Specifications;
6.2.2.15 ANSI T1. 1 07a-1 990, American National
Standard for Telecommunications -
Digital Hierarchy - Supplement to
Formats Specifications (DS3 Format
Applications);
6.2.2.16 ANSI T1.107b-1991, American National
Standard for Telecommunications -
Digital Hierarchy - Supplement to
Formats Specifications;
6.2.2.17 ANSI T1. 117-199 1, American National
Standard for Telecommunications -
Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode -
Short Reach);
6.2.2.18 ANSI T1.403-1989, Carrier to Subscriber
Installation, DS-1 Metallic Interface
Specification;
6.2.2.19 ANSI T1.404-1994, Network-to-Subscriber
Installation - DS-3 Metallic Interface
Specification;
6.2.2.20 ITU Recommendation G.707, Network node
interface for the synchronous digital
hierarchy (SDH);
6.2.2.21 ITU Recommendation G.704, Synchronous
frame structures used at 1544, 6312,
2048, 8488 and 44736 kbit/s
hierarchical levels;
6.2.2.22 Bellcore FR-440 and TR-NWT-000499,
Transport Systems Generic Requirements
(TSGR): Common Requirements;
6.2.2.23 Bellcore GR-820-CORE, Generic
Transmission Surveillance: DS-1 & DS-
3 Performance;
8
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6.2.2.24 Bellcore GR-253-CORE, Synchronous
Optical Network Systems (SONET); Common
Generic Criteria;
6.2.2.25 Bellcore TR-NWT 000507, Transmission,
Section 7, Issue 5 (Bellcore, December
1993) (A module of LSSGR,
FR-NWT-000064.);
6.2.2.26 Bellcore TR-NWT-000776, Network
Interface Description for ISDN
Subscriber Access;
6.2.2.27 Bellcore TR-INS-000342, High-Capacity
Digital Special Access Service
Transmission Parameter Limits and
Interface Combinations, Issue 1,
February 1991;
6.2.2.28 Bellcore ST-TEC-000052,
Telecommunications Transmission
Engineering Textbook, Volume 2:
Facilities, Third Edition, Issue 1, May
1989; and
6.2.2.29 Bellcore ST-TEC-000051,
Telecommunications Transmission
Engineering Textbook Volume 1:
Principles, Third Edition, Issue 1,
August 1989.
7. Dedicated Transport
7.1 Definition:
Dedicated Transport is an interoffice transmission path
between Pac-West designated locations to which Pac-West is
granted exclusive use. Such locations may include U S WEST
central offices or other locations, Pac-West network
components, other carrier network components, or subscriber
premises.
7.1.2 U S WEST shall offer Dedicated Transport in each of the
following manners:
7.1.2.1 as capacity on a shared facility;
7.1.2.2. as a circuit (e.g., DS-1, DS-3, STS-1)
dedicated to Pac-West; and
7.1.2.3 as a system (i.e., the equipment and
facilities used to provide Dedicated
Transport such as SONET ring) dedicated
to Pac-West.
7.1.3 When Dedicated Transport is provided as a circuit or as
capacity on a shared facility, it shall include, as
appropriate:
7.1.3.1 multiplexing functionality;
7.1.3.2 grooming functionality; and,
7.1.3.3 redundant equipment and facilities
necessary to support protection and
restoration.
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7.1.4 When Dedicated Transport is provided as a system, it
shall include:
7.1.4.1 transmission equipment such as multiplexers,
line terminating equipment, amplifiers, and
regenerators;
7.1.4.2 inter-office transmission facilities such as
optical fiber, dark fiber(5), copper twisted
pair, and coaxial cable;
7.1.4.3 redundant equipment and facilities necessary
to support protection and restoration; and
7.1.4.4 access to the Digital Cross-Connect System
("DCS") functionality as an option in the
same manner provided to IXCs that purchase
transport services. DCS is described below
in Section 7.5 of this Attachment.
7.2 Technical Requirements
This Section sets forth technical requirements for all Dedicated
Transport.
7.2.1 When U S WEST provides Dedicated Transport as a circuit or a
system, the entire designated transmission circuit or system
(e.g., DS-1, DS-3, STS-1) shall be dedicated to Pac-West
designated traffic.
7.2.2 U S WEST shall offer Dedicated Transport using currently
available technologies including, but not limited to, DS-1 and
DS-3 transport systems, SONET Bidirectional Line Switched
Rings, SONET Unidirectional Path Switched Rings, and SONET
point-to-point transport systems (including linear add-drop
systems), at all available transmission bit rates.
7.2.3 When requested by Pac-West, Dedicated Transport shall provide
physical diversity. Physical diversity means that two (2)
circuits are provisioned in such a way that no single failure
of facilities or equipment will cause a failure on both
circuits.
7.2.4 When physical diversity is requested by Pac-West, U S WEST
shall provide the maximum feasible physical separation between
transmission paths for all facilities and equipment unless
otherwise agreed to by Pac-West
7.2.5 Upon Pac-West's written request and where available in the U S
WEST network, U S WEST shall provide real time and continuous
remote access to performance monitoring and alarm data
affecting, or potentially affecting, Pac-West's traffic.
7.2.6 U S WEST shall offer the following interface transmission
rates for Dedicated Transport
- ----------
5 MCIm Order, p. 8 at Issue 9c and AT&T Order, p. 12 at Issue 22.
10
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7.2.6.1 DS-1 (Extended SuperFrame - ESF/B8ZS, D4,
and unframed applications shall be provided,
except for those local/EAS tandems as
designated by U S WEST);
7.2.6.2 DS-3 (C-bit Parity, M 13, and unframed
applications shall be provided);
7.2.6.3 SONET standard interface rates in accordance
with ANSI T1.105 and ANSI T1.105.07 and
physical interfaces per ANSI T1.106.06,
including referenced interfaces. In
particular, V171.5 based STS-1s will be the
interface at an Pac-West service node; and
7.2.6.4 where available, SONET standard interface
rates in accordance with International
Telecommunications Union ("ITU')
Recommendation G.707 and Plesiochronous
Digital Hierarchy (PDH) rates per ITU
Recommendation G.704.
7.2.7 U S WEST shall provide intraoffice wiring up to a
suitable Point of Termination ("POT") between
Dedicated Transport and Pac-West designated
equipment.
U S WEST shall provide the following equipment for
the physical POT:
7.2.7.1 DSXl or DCS for DS-Is or VT1.5s;
7.2.7.2 DSX3 or DCS for DS-3s or STS-1s;and
7.2.7.3 Light guide cross-connect for optical signals
(e.g., OC-3 and OC-12).
7.2.8 For Dedicated Transport provided as a system, U S
WEST shall design the system, including, but not
limited to, facility routing and termination points,
according to Pac-West specifications.
7.2.9 Upon Pac-West's request and where available, U S WEST
shall provide Pac-West with electronic provisioning
control, of Pac-West specified Dedicated Transport
via Command-A-Link or equivalent interface in the
same manner as is provided to IXCs.
7.2.10 US WEST shall offer Dedicated Transport together with
and separately from DCS.
7.3 Technical Requirements for Dedicated Transport Using SONET
Technology.
This Section sets forth additional technical requirements for
Dedicated Transport using SONET technology including rings,
point-to-point systems, and linear add-drop systems.
7.3.1 All SONET Dedicated Transport provided as a system
shall:
7.3.1.1 be synchronized with a primary Stratum 1
level timing source;
7.3.1.2 provide SONET standard interfaces as
available in the U S WEST network and
consistent with generally accepted industry
standards which properly interwork with
SONET standard equipment from other vendors,
including,
11
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but not limited to, SONET standard section,
line and path performance monitoring,
maintenance signals, alarms, and data
channels;
7.3.1.3 provide Data Communications Channel ("DCC") or
equivalent connectivity through the SONET
transport system. Dedicated Transport provided
over a SONET transport system shall be capable
of routing DCC messages between Pac-West and
SONET network components connected to the
Dedicated Transport. For example, if Pac-West
leases a SONET ring from U S WEST, that ring
shall support DCC message routing between
Pac-West and SONET network components
connected to the ring; and
7.3.1.4 support the following performance requirements
for each circuit (STS-1, DS-1, DS-3, etc.):
7.3.1.4.1 no more than ten (10) Errored
Seconds Per Day (Errored Seconds are
defined in the technical reference at
Section 7.4.5); and
7.3.1.4.2 no more than one (1) Severely
Errored Second Per Day (Severely
Errored Seconds are defined in the
technical reference at Section
7.4.5).
7.3.2 SONET rings shall:
7.3.2.1 be provisioned on physically diverse fiber
optic cables (including separate building
entrances where available). "Diversely routed"
shall be interpreted as the maximum feasible
physical separation between transmission
paths, unless otherwise agreed to by Pac-West,
7.3.2.2 support dual ring interworking per SONET
Standards where available in the U S WEST
network;
7.3.2.3 provide the necessary redundancy in optics,
electronics, and transmission paths such that
no single failure will cause a service
interruption;
7.3.2.4 where available, provide the ability to
disable ring protection switching at
Pac-West's direction (selective protection
lock-out). This requirement applies to line
switched rings only;
7.3.2.5 where available, provide the ability to use
the protection channels to carry extra
traffic. This requirement applies to line
switched rings only;
7.3.2.6 provide 50 millisecond restoration as defined
in SONET standards;
7.3.2.7 where available, have settable ring protection
switching thresholds that shall be set in
accordance with Pac-West's specifications;
12
<PAGE>
7.3.2.8 where available, provide revertive protection
switching with a settable wait to restore
delay with a default setting of five (5)
minutes. This requirement applies to line
switched rings only;
7.3.2.9 provide non-revertive protection switching.
This requirement applies to path switched
rings only; and
7.3.2.10 adhere to the following availability
requirements, where availability is defined in
the technical reference set forth in Section
7.4.5.,
7.3.2.10.1 no more than 0.25 minutes of
unavailability per month; and
7.3.2.10.2 no more than 0.5 minutes of
unavailability per year.
7.4 In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
Agreement, at a minimum, Dedicated Transport shall meet each of
the requirements set forth in Section 7.2.3 of this Attachment
and in the following technical references:
7.4.1 ANSI T1.105.04-1995, American National Standard for
Telecommunications - Synchronous Optical Network
(SONET) - Data Communication Channel Protocols and
Architectures;
7.4.2 ANSI T1.119-1994, American National Standard for
Telecommunications - Synchronous Optical Network
(SONET) - Operations, Administration, Maintenance, and
Provisioning (OAM&P) Communications;
7.4.3 ANSI T1.119.01-1995, American National Standard for
Telecommunications - Synchronous Optical Network
(SONET) Operations, Administration, Maintenance, and
Provisioning (OAM&P) Communications Protection
Switching Fragment;
7.4.4 ANSI T1.119.02-199x, American National Standard for
Telecommunications - Synchronous Optical Network
(SONET) Operations, Administration, Maintenance, and
Provisioning (OAM&P) Communications Performance
Monitoring Fragment; and
7.4.5 ANSI T1.231-1993 -American National Standard for
Telecommunications - Digital Hierarchy - Layer 1
In-Service Digital Transmission Performance Monitoring.
7.5 Digital Cross-Connect System
7.5.1 Definition
7.5.1.1 Digital Cross-Connect System ("DCS") is a
function which provides automated cross
connection of Digital Signal level 0 (DS-0)
or higher transmission bit rate digital
channels within physical interface
facilities. Types of DCSs include, but are
not limited to, DCS 1/0s, DCS 3/1s, and DCS
3/3s, where the nomenclature 1/0 denotes
interfaces typically at the DS-1 rate or
greater with crossconnection typically at the
DS-0 rate. This same nomenclature, at the
appropriate rate substitution, extends to the
other types of DCSs specifically
13
<PAGE>
cited as 3/1 and 3/3. Types of DCSs that cross-connect
Synchronous Transport Signal level 1 (STS-1) or other
Synchronous Optical Network (SONET) signals (e.g., STS-3)
are also DCSs, although not denoted by this same type of
nomenclature. DCS may provide the functionality of more
than one of the aforementioned DCS types (e.g., DCS 3/3/1
which combines functionality of DCS 313 and DCS 3/1). For
such DCSs, the requirements will be, at least, the
aggregation of requirements on the "component' DCSs.
7.5.1.2 In locations where automated cross connection capability
does not exist, a Digital Signal Cross-Connect ("DSX") or
light guide cross-connect patch panels and D4 channel
banks or other DS-0 and above multiplexing equipment used
to provide the function of a manual cross connection will
be made available.
7.5.1.3 Interconnection between a DSX or light guide
cross-connect, to a switch, another cross-connect, or
other service platform device, is included as part of
DCS.
7.6 DCS Technical Requirements
7.6.1 DCS shall provide completed end-to-end cross connection of the
channels designated by Pac-West.
7.6.2 DCS shall perform facility grooming, multipoint bridging,
one-way broadcast, two-way broadcast, and facility test
functions, where technically feasible.
7.6.3 DCS shall provide multiplexing, format conversion, signaling
conversion, or other functions, where technically feasible.
7.6.4 The end-to-end cross connection shall be input to the
underlying device used to provide DCS from an operator at a
terminal or via an intermediate system. The cross connection
assignment shall remain in effect whether or not the circuit
is in use.
7.6.5 U S WEST shall administer and maintain DCS.
7.6.6 Where available, U S WEST shall provide various types of DCSs,
including:
7.6.6.1 DS-0 cross-connects (typically termed DCS 1/0);
7.6.6.2 DS1/VT1.5 (Virtual Tributaries at the 1.5Mbps
rate) cross-connects (typically termed DCS 3/1);
7.6.6.3 DS-3 cross-connects (typically termed DCS 3/3);
7.6.6.4 STS-1 cross-connects; and
7.6.6.5 other technically feasible cross-connects
designated by Pac-West.
14
<PAGE>
7.6.7 U S WEST shall provide immediate and continuous
configuration and reconfiguration of the channels between
the physical interfaces (i.e., U S WEST shall establish the
processes to implement cross connects on demand), where
available, based on engineering forecasts.
7.6.8 U S WEST shall provide scheduled configuration and
reconfiguration of the channels between the physical
interfaces (i.e., U S WEST shall establish the processes to
implement cross connects on the schedule designated by
Pac-West) or, at Pac-West's option, permit Pac-West to
control such configurations and reconfigurations, where
available, based on engineering forecasts.
7.6.9 DCS shall continuously monitor protected circuit packs and
redundant common equipment.
7.6.10 DCS shall automatically switch to a protection circuit pack
on detection of a failure or degradation of normal
operation.
7.6.11 DCS equipment shall be equipped with a redundant power
supply or a battery backup.
7.6.12 U S WEST shall have available and utilize spare maintenance
facilities and equipment necessary for provisioning repairs.
7.6.13 At Pac-West's option, U S WEST shall provide, where
available, Pac-West with real time performance monitoring
and alarm data on the signals and the components of the
underlying equipment used to provide DCS that actually
impact or might impact Pac-West's services. For example,
this may include hardware alarm data and facility alarm data
on a DS-3 in which an Pac-West DS-1 is traversing.
7.6.14 At Pac-West's option, U S WEST shall provide Pac-West with
real time ability to initiate tests on integrated equipment
used to test the signals and the underlying equipment used
to provide DCS, as well as other integrated functionality
for routine testing and fault isolation where available.
7.6.15 Where available, DCS shall provide SONET to asynchronous
gateway functionality (e.g., STS-1 to DS-1 or STS-1 to
DS-3).
7.6.16 Where available, DCS shall perform optical to electrical
conversion where the underlying equipment used to provide
DCS contains optical interfaces or terminations (e.g.,
Optical Carrier level 3, i.e., OC-3, interfaces on a DCS
3/1).
7.6.17 Where available, DCS shall have SONET ring terminal
functionality where the underlying equipment used to provide
DCS acts as a terminal on a SONET ring.
7.6.18 DCS shall provide multipoint b6dging of multiple channels to
other DCSs. Pac-West may designate multipoint bridging to be
one-way broadcast from a single master to multiple
tributaries, or two-way broadcast between a single master
and multiple tributaries.
15
<PAGE>
7.6.19 DCS shall multiplex lower speed channels onto a higher speed
interface and demultiplex higher speed channels onto lower
speed interfaces as designated by Pac-West.
7.7 DCS Interface Requirements
7.7.1 U S WEST shall provide physical interfaces on DS-0, DS-1, and
VT1.5 channel cross-connect devices at the DS-1 rate or
higher. In all such cases, these interfaces shall be in
compliance with applicable Bellcore, ANSI, ITU, and Pac-West
standards.
7.7.2 U S WEST shall provide physical interfaces on DS-3 channel
cross-connect devices at the DS-3 rate or higher. In all such
cases, these interfaces shall be in compliance with applicable
Bellcore, ANSI, ITU, and Pac-West standards.
7.7.3 U S WEST shall provide physical interfaces on STS-1
cross-connect devices at the OC-3 rate or higher. In all such
cases, these interfaces shall be in compliance with applicable
Bellcore, ANSI, ITU, and Pac-West standards.
7.7.4 Interfaces on all other cross-connect devices shall be in
compliance with applicable Bellcore, ANSI, ITU, and Pac-West
standards.
7.8 In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
Agreement, DCS shall, at a minimum, meet all the requirements set forth
in the following technical references:
7.8.1 ANSI T1.102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical
Interfaces;
7.8.2 ANSI T1.102.01-199x, American National Standard for
Telecommunications - Digital Hierarchy - VT1.5;
7.8.3 ANSI T1.105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Basic Description including Multiplex Structure, Rates and
Formats;
7.8.4 ANSI T1.105.03-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Jitter at Network Interfaces;
7.8.5 ANSI T1.105.03a-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET):
Jitter at Network Interfaces - DS-1 Supplement;
7.8.6 ANSI Tl.105.06-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Physical Layer Specifications;
7.8.7 ANSI T1.106-1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
16
<PAGE>
7.8.8 ANSI T1.107-1988, American National Standard for
Telecommunications - Digital Hierarchy - Formats
Specifications;
7.8.9 ANSI T1.107a-1990, American National Standard for
Telecommunications - Digital Hierarchy - Supplement to
Formats Specifications (DS-3 Format Applications);
7.8.10 ANSI T1.107b-1991, American National Standard for
Telecommunications - Digital Hierarchy - Supplement to
Formats Specifications;
7.8.11 ANSI T1.117-1991, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode - Short Reach);
7.8.12 ANSI T1.403-1989, Carrier to Subscriber Installation, DS-1
Metallic Interface Specification;
7.8.13 ANSI T1.404-1994, Network-to-Subscriber Installation - DS-3
Metallic Interface Specification;
7.8.14 ITU Recommendation G.707, Network node interface for the
synchronous digital hierarchy (SDH);
7.8.15 ITU Recommendation G.704, Synchronous frame structures used
at 1544, 6312, 2048, 8488 and 44736 kbit/s hierarchical
levels;
7.8.16 FR-440 and TR-NWT-000499, Transport Systems Generic
Requirements (TSGR): Common Requirements;
7.8.17 GR-820-CORE, Generic Transmission Surveillance: DS1 & DS3
Performance;
7.8.18 GR-253-CORE, Synchronous Optical Network Systems (SONET):
Common Generic Criteria; and
7.8.19 TR-NWT-000776, Network Interface Description for ISDN
Subscriber Access.
8. Loop
8.1 Definition
8.1.1 A Loop is a transmission facility between a distribution
frame, or its equivalent in a U S WEST central office or wire
center, and the Network Interface Device (as defined herein)
or network interface at a subscriber's premises, to which
Pac-West are granted exclusive use. This includes, but is not
limited to, two-wire and fourwire analog voice-grade loops,
and two-wire and four-wire loops that are conditioned to
transmit the digital signals needed to provide ISDN, ADSL,
HDSL, and DS-1 level signals. A Loop may be composed of the
following components:
o Loop Concentrator/Multiplexer
o Loop Feeder
o Network Interface Device (NID)
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o Distribution
8.1.1.1(6) Pac-West may purchase Loop and NID on an unbundled
basis. Pac-West shall use the Bona Fide Request
process set forth in Part A of this Agreement to
request unbundling of Loop
Concentrator/Multiplexer, Loop Feeder and
Distribution.
8.1.2 If U S WEST uses Integrated Digital Loop Carrier ("DLCs")
systems to provide the local Loop, U S WEST will make
alternate arrangements, equal in quality, to permit Pac-West
to order a contiguous unbundled local Loop. These arrangements
may, at U S WEST's option, include the following: providing
Pac-West with copper facilities or universal DLC that meet
established technical parameters, deploying Virtual Remote
Terminals, allowing Pac-West to purchase the entire Integrated
DLC, or converting integrated DLCs to non-integrated systems.
8.1.3 U S WEST shall provide the BRI U interface using 2-wire copper
loops in accordance with TR-NWT-000393, January 1991, Generic
Requirements for ISDN Basic Access Digital Subscriber Lines.
8.2 Technical Requirements
Subdivided to each component as detailed below.
8.3 Interface Requirements
Subdivided to each component as detailed below.
8.4 Loop Components
8.4.1 Loop Concentrator/Multiplexer
8.4.1.1 Definition:
8.4.1.1.1 The Loop Concentrator/Multiplexer is the
Network Element that:
(a) aggregates lower bit rate or bandwidth signals to
higher bit rate or bandwidth signals (multiplexing); (b)
disaggregates higher bit rate or bandwidth signals to
lower bit rate or bandwidth signals (demultiplexing); (c)
aggregates a specified number of signals or channels to
fewer channels (concentrating); (d) performs signal
conversion, including encoding of signals (e.g., analog to
digital and digital to analog signal conversion); and (e)
in some instances performs electrical to optical (E/0)
conversion.
8.4.1.1.2 The Loop Concentrator/Multiplexer function may
be provided through a DLC system, channel bank,
multiplexer or other equipment at which
- ----------
6 MCIm Order, p. 7 at Issue 9(a).
18
<PAGE>
traffic is encoded and decoded, multiplexed and demultiplexed, or
concentrated.
8.4.1.2 Technical Requirements
8.4.1.2.1 The Loop Concentrator/Multiplexer shall be capable of
performing its functions on the signals for the following services, as
needed by Pac-West to provide end-to-end service capability to its
subscriber, including, but not limited to:
8.4.1.2.1.1 two-wire & four-wire analog voice grade
loops;
8.4.1.2.1.2 two-wire & four-wire loops conditioned
to transmit the digital signals needed to provide digital
services;
8.4.1.2.1.3 4-wire digital data (2.4Kbps through
64Kbps and "n" times 64Kbps (where n 24);
8.4.1.2.1.4 DS-3 rate private lines where available;
and
8.4.1.2.1.5 Optical SONET rate private lines where
available.
8.4.1.2.2 The Loop Concentrator/Multiplexer shall perform the
following functions as appropriate:
8.4.1.2.2.1 analog to digital signal conversion of
both incoming and outgoing (upstream and downstream)
analog signals;
8.4.1.2.2.2 multiplexing of the individual digital
signals up to higher transmission bit rate signals (e.g.,
DS-0, DS-1, DS-3, or optical SONET rates) for transport
to the U S WEST central office through the Loop Feeder,
and
8.4.1.2.2.3 concentration of end-user subscriber
signals onto fewer channels of a Loop Feeder (when
available the concentration ratio shall be as specified
from time to time by Pac-West).
8.4.1.2.2.4 Concentration ratios shall not impair
analog or digital performance.
8.4.1.2.3. Pac-West may request U S WEST to provide power for the
Loop Concentrator/Multiplexer through a non-interruptible source, if
the function is performed in a central office, or from a commercial AC
power source with battery backup, if the equipment is located outside a
central office. Such power shall also adhere to the requirements stated
herein.
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8.4.1.2.4 In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
Agreement, the Loop Concentrator/Multiplexer shall be provided to
Pac-West in accordance with the following Technical References:
8.4.1.2.4.1 Bellcore TR-NWT-000057, Functional Criteria for
Digital Loop Carder Systems, Issue 2, January 1993;
8.4.1.2.4.2 Bellcore TR-NWT-000393, Generic Requirements for
ISDN Basic Access Digital Subscriber Lines;
8.4.1.2.4.3 T1.106 - 1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
8.4.1.2.4.4 ANSI T1.105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -Basic
Description including Multiplex Structure, Rates and Formats;
8.4.1.2.4.5 ANSI T1.102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical Interfaces;
8.4.1.2.4.6 ANSI T1.403-1989, American National Standard for
Telecommunications - Carder to Subscriber Installation, DS-1
Metallic Interface Specification;
8.4.1.2.4.7 Bellcore GR-253-CORE, Synchronous Optical Network
Systems (SONET), Common Generic Criteria;
8.4.1.2.4.8 Bellcore TR-TSY-000008, Digital Interface Between
the SLC 96 Digital Loop Carrier System and a Local Digital Switch,
Issue 2, August 1987;
8.4.1.2.4.9 Bellcore TR-NWT-000303, Integrated Digital Loop
Carrier System Generic Requirements, Objectives and Interface,
Issue 2, December 1992; Rev. 1, December 1993; Supplement 1,
December 1993;
8.4.1.2.4.10 Bellcore TR-TSY-000673, Operations Systems
Interface for an IDLC System, (LSSGR) FSD 20-02-2100, Issue 1,
September 1989; and
8.4.1.2.4.11 Bellcore Integrated Digital Loop Carrier System
Generic Requirements, Objectives and Interface, GR-303-CORE, Issue
1, September 1995.
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8.4.1.3 Requirements for an Intelligent Loop Concentrator/ Multiplexer:
8.4.1.3.1 In addition to the basic functions described above for the
Loop Concentrator/Multiplexer, the Intelligent Loop
Concentrator/Multiplexer ("IC/M") shall provide facility
grooming, facility test functions, format conversion and
signaling conversion, as appropriate.
8.4.1.3.2 The underlying equipment that provides such IC/M function
shall continuously monitor protected circuit packs and
redundant common equipment.
8.4.1.3.3 The underlying equipment that provides such ICIM function
shall automatically switch to a protection circuit pack on
detection of a failure or degradation of normal operation.
8.4.1.3.4 The underlying equipment that provides such IC/M function
shall be equipped with a redundant power supply or a battery
back-up.
8.4.1.3.5 Pac-West may request U S WEST to provide Pac-West with real
time performance monitoring and alarm data on IC/M elements
that may affect Pac-West's traffic. This includes IC/M
hardware alarm data and facility alarm data on the underlying
device that provides such IC/M function.
8.4.1.3.6 Pac-West may request U S WEST to provide Pac-West with real
time ability to initiate tests on the underlying device that
provides such IC/M function integrated test equipment as well
as other integrated functionality for routine testing and
fault isolation.
8.4.1.4 Interface Requirements
8.4.1.4.1 The Loop Concentrator/Multiplexer shall meet the following
interface requirements, as appropriate for the configuration
that Pac-West designates:
8.4.1.4.2 The Loop Concentrator/Multiplexer shall provide an analog
voice frequency copper twisted pair interface at the serving
wire center.
8.4.1.4.3 The Loop Concentrator/Multiplexer shall provide digital 4-wire
electrical interfaces at the serving wire center.
8.4.1.4.4 The Loop Concentrator/Multiplexer shall provide optical SONET
interfaces at rates of O1.C-3, OC-12, OC-48, and OC-N.
8.4.1.4.5 The Loop Concentrator/Multiplexer shall provide the Bellcore
TR-303 DS-1 level interface at the serving wire center. Loop
Concentrator/ Multiplexer shall provide Bellcore TR-08 modes
1&2 DS1 interfaces when designated by Pac-West.
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8.4.1.4.6 The Intelligent Loop Concentrator/Multiplexer shall be
provided to Pac-West in accordance with the Technical
References set forth in Sections 8.4.1.2.4.8 through
8.4.1.2.4.11, above.
8.4.2 Loop Feeder
8.4.2.1 Definition:
8.4.2.1.1 The Loop Feeder is the Network Element that provides
connectivity between (a) a Feeder Distribution Interface
(FDI) associated with Loop Distribution and a termination
point appropriate for the media in a central office, or
(b) a Loop Concentrator/Multiplexer provided in a remote
terminal and a termination point appropriate for the media
in a central office.
8.4.2.1.2 Pursuant to a Bona Fide Request for unbundled feeder or
distribution, U S WEST shall provide Pac-West physical
access to the FDI and the right to connect the Loop Feeder
to the FDI.
8.4.2.1.3(7) Upon request from Pac-West regarding a specific area, U S
WEST shall provide information on Feeder Distribution
Interface (FDI) within a reasonable time. If such
information is available as part of U S WEST's operations
support system, it must be made available to Pac-West on
the same terms and conditions as it is available to U S
WEST. U S WEST need not provide information which is
already publicly available.
8.4.2.1.4 The physical medium of the Loop Feeder may be copper
twisted pair, or single or multi-mode fiber or other
technologies as designated by Pac-West In certain cases,
Pac-West will require a copper twisted pair loop even in
instances where the medium of the Loop Feeder for services
that U S WEST offers is other than a copper facility.
Special construction charges may apply if no copper
twisted pair facilities are available.
8.4.2.2 Requirements for Loop Feeder
8.4.2.2.1 The Loop Feeder shall be capable of transmitting analog
voice frequency, basic rate ISDN, digital data, or, where
available in the network, analog radio frequency signals,
as appropriate.
8.4.2.2.2 U S WEST shall provide appropriate power for all active
elements in the Loop Feeder. U S WEST will provide
appropriate power from a central office source, or from a
commercial AC source with rectifiers for AC to DC
conversion and 8-hour battery back-up when the equipment
is located in an outside plant Remote Terminal ("RT").
- ----------
7 MCIm Order, p. 24 at Issue 42.
22
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8.4.2.3 Additional Requirements for Special Copper Loop Feeder Medium
In addition to the requirements set forth above, Pac-West may require U
S WEST to provide copper twisted pair Loop Feeder unfettered by any
intervening equipment (e.g., filters, load coils, and range extenders),
so that Pac-West can use these Loop Feeders for a variety of services
by attaching appropriate terminal equipment at the ends.
8.4.2.4 Additional Technical Requirements for DS-1 Conditioned Loop Feeder
In addition to the requirements set forth above, Pac-West may designate
that the Loop Feeder be conditioned to transport a DS-1 signal. The
requirements for such transport are defined in the references below in
Section 8.4.2.6.
8.4.2.5 Additional Technical Requirements for Optical Loop Feeder
In addition to the requirements set forth above, Pac-West may designate
that Loop Feeder will transport DS-3 and OC-n (where "n" is defined in
the technical reference in Section 8.4.1.2.4.4). The requirements for
such transport are defined in the references below in Section 8.4.2.6.
8.4.2.6 In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
Agreement, U S WEST shall offer Loop Feeder in compliance with the
requirements set forth in the following Technical References:
8.4.2.6.1 Bellcore Technical Requirement TR-NWT-000499, Issue 5,
December 1993, section 7 for DS-1 interfaces;
8.4.2.6.2 Bellcore TR-NWT-000057, Functional Criteria for Digital Loop
Carrier Systems, Issue 2, January 1993;
8.4.2.6.3 Bellcore TR-NWT-000393, Generic Requirements for ISDN Basic
Access Digital Subscriber Lines;
8.4.2.6.4 ANSI T1.106-1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
8.4.2.6.5 ANSI T1.105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Basic Description including Multiplex Structure, Rates and
Formats;
8.4.2.6.6 ANSI T1.102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical
Interfaces;
8.4.2.6.7 ANSI T1.403-1989, American National Standard for
Telecommunications - Carrier to Subscriber Installation, DS-1
Metallic Interface Specification; and
23
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8.4.2.6.8 Bellcore GR-253-CORE, Synchronous
Optical (SONET), Common Generic
Criteria.
8.4.2.7 Interface Requirements
8.4.2.7.1 The Loop Feeder point of
termination ("POT") central office
will be as follows:
8.4.2.7.1.1 Copper twisted pairs
shall terminate on a
MDF;
8.4.2.7.1.2 DS-1 Loop Feeder shall
terminate on a DCS1/0
or DCS3/1; and
8.4.2.7.1.3 Fiber optic cable
shall terminate on a
light guide
termination panel or
equivalent.
8.4.2.7.2 In accordance with Sections 1.3.1
and 1.3.2 Agreement, Loop Feeder
shall be equal to or the applicable
interface requirements set fort
technical references:
8.4.2.7.2.1 Bellcore TR-TSY-000008,
Between the SLC 96 Digital Loop
Carrier System and a local Digital
Switch, Issue 2, August 1987;
8.4.2.7.2.2 Bellcore TR-NWT-000303,
Integrated Digital Loop Carrier
System Generic Requirements,
Objectives and Interface Issue 2,
December 1992; Rev. 1, December 1
December 1993; and
8.4.2.7.2.3 Bellcore Integrated
Digital Loop Carrier System Generic
Requirements, Objectives and
Interface, Issue 1, September 1995.
9. Distribution
9.1 Definition:
9.1.1 Distribution provides connectivity between the NID
component of Loop Distribution and the terminal block
on the subscriber-side of an FDI. The FDI is a device
that terminates the Distribution Media and the Loop
Feeder, and cross-connects them in order to provide a
continuous transmission path between the NID and a
telephone company central office. There are three (3)
basic types of feeder-distribution connections: (a)
multiple (splicing of multiple distribution pairs
onto one (1) feeder pair); (b) dedicated ("home
run"); and (c) interfaced ("cross-connected"). While
older plant uses multiple and dedicated methods,
newer plant and all plant that uses DLC or other
pair-gain technology necessarily uses the interfaced
connection method. The feeder-distribution interface
("FDI") in the interfaced design makes
24
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use of a manual cross-connection, typically housed inside an
outside plant device ("green box") or in a vault or manhole.
9.1.2 The Distribution may be copper twisted pair, coax cable,
single or multi-mode fiber optic cable or other technologies.
A combination that includes two (2) or more of these media is
also possible. In certain cases, Pac-West shall require a
copper twisted pair Distribution even in instances where the
Distribution for services that U S WEST offers is other than a
copper facility. Special construction charges may apply if no
copper twisted pair facilities are available.
9.2 Requirements for All Distribution
9.2.1 Distribution shall be capable of transmitting signals for the
following services, as requested by Pac-West:
9.2.1.1 two-wire & four-wire analog voice grade loops; and
9.2.1.2 two-wire & four-wire loops conditioned to transmit
the digital signals needed to provide digital
services.
9.2.2 Distribution shall transmit all signaling messages or tones.
Where the Distribution includes any active elements that
terminate any of the signaling messages or tones, these
messages or tones shall be reproduced by the Distribution at
the interfaces to an adjacent Network Element in a format that
maintains the integrity of the signaling messages or tones.
9.2.3 U S WEST shall not interfere with Pac-West's ability to
support functions associated with provisioning, maintenance,
performance monitoring and testing of the unbundled
Distribution.
9.2.4 Distribution shall be equal to or better than all of the
applicable requirements set forth in the following technical
references:
9.2.4.1 Bellcore TR-TSY-000057, "Functional Criteria for
Digital Loop Carrier Systems"; and
9.2.4.2 Bellcore TR-NWT-000393, "Generic Requirements for
ISDN Basic Access Digital Subscriber Lines".
9.3 Additional Requirements for Special Copper Distribution In addition to
Distribution that supports the requirements set forth in Section 9.2.
above, Pac-West may designate Distribution to be copper twisted pair
unfettered by any intervening equipment (e.g., filters, load coils,
range extenders) so that Pac-West can use these loops for a variety of
services by attaching appropriate terminal equipment at the ends.
25
<PAGE>
9.4 Additional Requirements for Fiber Distribution
Fiber optic cable Distribution shall be capable of transmitting signals
for the following services in addition to the those set forth in
Section 9.2.1 above:
9.4.1 DS-3 rate private line service;
9.4.2 Optical SONET OC-n rate private lines (where "n" is defined in
the technical reference in Section 8.4.1.2.4.4); and
9.4.3 Where available in the U S WEST network, Analog Radio
Frequency based services (e.g., Cable Television (CATV)).
9.5 Additional Requirements for Coaxial Cable Distribution
Where available in the U S WEST network, coaxial cable (coax)
Distribution shall be capable of transmitting signals for the following
services in addition to those set forth in Section 9.2.1 above:
9.5.1 Broadband data, either one way or bi-directional, symmetric or
asymmetric, at rates between 1.5 Mb/s and 45 Mb/s; and
9.5.2 Analog Radio Frequency based services (e.g., CATV).
9.6 Interface Requirements
9.6.1 Signal transfers between the Distribution and the NID and an
adjacent Network Element shall have levels of degradation that
are within the performance requirements set forth in Section
18.2 of this Attachment.
9.6.2 Distribution shall be at least equal to each of the applicable
interface requirements set forth in the following technical
references:
9.6.2.1 Bellcore TR-NWT-000049, "Generic Requirements for
Outdoor Telephone Network Interface Devices", issued
December 1, 1994;
9.6.2.2 Bellcore TR-NWT-000057, "Functional Criteria for
Digital Loop Carrier Systems", issued January 2,
1993;
9.6.2.3 Bellcore TR-NWT-000393, "Generic Requirements for
ISDN Basic Access Digital Subscriber Lines"; and
9.6.2.4 Bellcore TR-NWT-000253, SONET Transport Systems:
Common Criteria (A module of TSGR, FR-NWT-000440),
Issue 2, December 1991.
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10. Local Switching
10.1 Definition:
10.1.1 Local Switching is the Network Element that provides
the functionality required to connect the appropriate
lines or trunks wired to the Main Distributing Frame
("MDF") or Digital Cross Connect ("DSX") panel to a
desired line or trunk. The desired connection path
for each call type will vary by subscriber and will
be specified by Pac-West as a routing scenario that
will be implemented in advance as part of or after
the purchase of the unbundled Local Switching. Such
functionality shall include all of the features,
functions, and capabilities that the underlying U S
WEST local switch is capable of providing(8),
including, but not limited to: line signaling and
signaling software, digit reception, dialed number
translations, call screening, routing, recording,
call supervision, dial tone, switching, telephone
number provisioning, announcements, calling features
and capabilities (including call processing),
Centrex, or Centrex-like services, Automatic Call
Distributor ("ACD"), Carrier pre-subscription (e.g.,
long distance carrier, intraLATA toll), Carrier
Identification Code ("CIC"), number portability
capabilities, testing and other operational features
inherent to the switch and switch software. The Local
Switching function also provides access to transport,
signaling (ISDN User Part ("ISUP") and Transaction
Capabilities Application Part ("TCAP"), and platforms
such as adjuncts, Public Safety Systems (911),
Operator Services, Directory Assistance Services and
Advanced Intelligent Network ("AIN"). Remote
Switching Module functionality is included in the
Local Switching function. Local Switching shall also
be capable of routing local, intraLATA, interLATA,
and international calls to the subscriber's preferred
carrier, call features (e.g., call forwarding) and
Centrex capabilities.
10.1.2 Local Switching, including the ability to route to
Pac-West's transport facilities, dedicated facilities
and systems, shall be unbundled from all other
unbundled Network Elements, i.e., Operator Systems,
Common Transport, Shared Transport and Dedicated
Transport.
10.2 Technical Requirements
10.2.1 Local Switching shall be equal to or better than the
requirements for Local Switching set forth in
Bellcore's Local Switching Systems General
Requirements FR-NWT000064.
10.2.1.1 U S WEST shall route calls to the
appropriate trunk or lines for call
origination or termination.
10.2.1.2 U S WEST shall route calls on a per
line or per screening class basis to
(a) U S WEST platforms providing
Network Elements or additional
requirements, (b) Pac-West designated
platforms, or (c) third-party
platforms.
- ----------
8 MCIm Order, p. 25 and AT&T Order at Issue 18.
27
<PAGE>
10.2.1.3 U S WEST shall provide to Pac-West
recorded announcements as furnished by
Pac-West and call progress tones to
alert callers of call progress and
disposition. The installation cost shall
be borne by Pac-West for such
announcements and call progress tones to
the extent they are different than those
standardly used by U S WEST.
10.2.1.4 U S WEST shall change a subscriber from
U S WEST's services to Pac-West's
services without loss of feature
functionality, unless designated
otherwise by Pac-West.
10.2.1.5 U S WEST shall perform routine testing
(e.g., Mechanized Loop Tests ("MLT") and
test calls such as 105, 107 and 108 type
calls) and fault isolation on Pac-West's
unbundled Network Elements, as
designated by Pac-West
10.2.1.6 U S WEST shall repair and restore any
equipment or any other maintainable
component that may adversely impact
Pac-West's use of unbundled Local
Switching.
10.2.1.7 U S WEST shall control congestion points
such as mass calling events and network
routing abnormalities using capabilities
such as Automatic Call Gapping,
Automatic Congestion Control, and
Network Routing Overflow. Application of
such control shall be competitively
neutral and not favor any user of
unbundled switching or U S WEST.
10.2.1.8 U S WEST shall perform manual call trace
as designated by Pac-West and shall
permit subscriber originated call trace.
10.2.1.9 U S WEST shall record all billable
events, involving usage of the Network
Element, and send the appropriate
recording data to Pac-West as further
described in Attachment 5.
10.2.1.10 For Local Switching used as E911
tandems, U S WEST shall allow
interconnection with Pac-West switches
in that same local switch used as a E911
tandem and shall route calls to the
appropriate Public Safety Access Point
(PSAP). In the event the Local Switching
element and the E911 tandem are
contained within the same U S WEST
switch, such trunking shall be provided
on an intra-switch basis.
10.2.1.11 Where U S WEST provides the following
special services, it shall provide to
Pac-West:
10.2.1.11.1 essential Service Lines;
10.2.1.11.2 Telephone Service
Prioritization ("TSD");
10.2.1.11.3 related services for
handicapped;
28
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10.2.1.11.4 where U S WEST provides
soft dial tone, it shall
do so on a
competitively-neutral
basis; and
10.2.1.11.5 any other service
required by law or
regulation.
10.2.1.12 U S WEST shall provide Switching Service
Point ("SSP") capabilities and signaling
software to interconnect the signaling
links destined to the Signaling Transfer
Point Switch ("STP"). In the event Local
Switching is provided out of a switch
without SS7 capability, the Tandem shall
provide this capability as further
described in Section 4 of this
Attachment. These capabilities shall
adhere to Bellcore specifications TCAP
(GR-1432-CORE), ISLIP (GR-905-CORE),
Call Management (GR-1429-CORE), Switched
Fractional DS1 (GR-1357CORE), Toll Free
Service (GR-1428-CORE), Calling Name
(GR-1597-CORE), Line Information
Database (GR-954-CORE), and Advanced
Intelligent Network (GR-2863-CORE).
10.2.1.13 U S WEST shall provide interfaces to
adjuncts through industry standard and
Bellcore interfaces. These adjuncts may
include, but are not limited to, Service
Node, Service Circuit Node, Voice Mail
and Automatic Call Distributors.
Examples of existing interfaces are ANSI
ISDN standards Q.931 and Q.932.
10.2.1.14 Upon Pac-West's request, U S WEST shall
provide performance data regarding a
subscriber line, traffic characteristics
or other measurable elements to Pac-West
10.2.1.15 U S WEST shall offer all technically
feasible Local Switching features, and,
in providing such features, do so at
parity with those provided by U S WEST
to itself or any other Person.
10.2.1.15.1 Such feature offerings shall
include, but are not limited
to: Basic and primary rate
ISDN; Residential features;
Custom Local Area Signaling
Services (CLASS/LASS);
Custom Calling Features; and
Centrex (including
equivalent administrative
capabilities, such as
subscriber accessible
reconfiguration and detailed
message recording).
10.2.1.15.2(9) Pac-West may use the Bona
Fide Request process set
forth in Part A of this
Agreement to request
unbundling of Advanced
Intelligent Network
("AIN")
- ----------
9 MCIm Order, p. 7 at Issue 9(b) and AT&T Order Issue 19. The Order
states that AIN triggers must be unbundled when technically feasible
without harm to the network. The BFR process incorporates this
standard, so the following changes rely on that process to address
future AIN trigger unbundling.
29
<PAGE>
triggers supporting Pac-West and U S
WEST service applications in U S WEST's
SCPs. U S WEST shall offer AIN-based
services in accordance with applicable
technical references. Such services may
include, but are not limited to:
10.2.1.15.2.1 Off-Hook Immediate;
10.2.1.15.2.2 Off-Hook Delay;
10.2.1.15.2.3 Private EAMF Trunk;
10.2.1.15.2.4 Shared Interoffice
Trunk (EAMF, SS7);
10.2.1.15.2.5 Termination Attempt;
10.2.1.15.2.6 3/6/10;
10.2.1.15.2.7 N11;
10.2.1.15.2.8 Feature Code Dialing;
10.2.1.15.2.9 Custom Dialing Plan(s),
including 555 services;
and
10.2.1.15.2.10 Automatic Route
Selection.
10.2.1.16 U S WEST shall assign each Pac-West subscriber
line the class of service designated by Pac-West
(e.g., using line class codes or other switch
specific provisioning methods), and at Pac-West's
option shall route Directory Assistance calls from
Pac-West subscribers as directed by Pac-West. This
includes each of the following call types:
10.2.1.16.1 0+/0- calls;
10.2.1.16.2 911 calls;
10.2.1.16.3 411/DA calls;
10.2.1.16.4 InterLATA calls specific to PIC
or regardless of PIC;
10.2.1.16.5 IntraLATA calls specific to PIC
or regardless of PIC;
10.2.1.16.6 Toll free calls, prior to
database query;
10.2.1.16.7 Call forwarding of any type
supported on the switch,
to a line or a trunk; and
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10.2.1.16.8 Any other customized routing that may be
supported by the U S WEST switch.
10.2.1.17 U S WEST shall assign each Pac-West subscriber line the
class of service designated by Pac-West (e.g., using line
class codes or other switch specific provisioning methods)
and shall route operator calls from Pac-West subscribers
as directed by Pac-West at Pac-West's option. For example,
U S WEST may translate 0- and 0+ intraLATA traffic, and
route the call through appropriate trunks to an Pac-West
Operator Services Position System ("OSPS"). Calls from
Local Switching must pass the ANI-11 digits unchanged.
10.2.1.18 If an Pac-West customer subscribes to Pac-West provided
voice mail and messaging services, U S WEST shall redirect
incoming calls to the Pac-West system based upon
designated service arrangements (e.g., busy, don't answer,
number of rings). In addition, U S WEST shall provide a
Standard Message Desk Interface-Enhanced (SMDI-E)
interface to the Pac-West system. U S WEST shall support
the Interswitch Voice Messaging Service (IVMS) capability.
10.2.1.19 Local Switching shall be offered in accordance with the
requirements of the following technical references and
their future releases:
10.2.1.19.1 GR-1298-CORE, AIN Switching System Generic
Requirements;
10.2.1.19.2 GR-1299-CORE, AIN Switch-Service Control
Point (SCP)/Adjunct Interface Generic Requirements;
10.2.1.19.3 TR-NWT-001284, AIN 0.1 Switching System
Generic Requirements; and
10.2.1.19.4 SR-NWT-002247, AIN Release 1 Update.
10.2.2 Interface Requirements:
10.2.2.1 U S WEST shall provide the following interfaces to Loops:
10.2.2.1.1 Standard Tip/Ring interface, including loopstart or
groundstart, on-hook signaling (e.g., for calling number,
calling name and message waiting lamp);
10.2.2.1.2 Coin phone signaling capability;(10)
10.2.2.1.3 Basic Rate Interface ISDN adhering to ANSI standards
Q.931, Q.932 and appropriate Bellcore Technical
Requirements;
- ----------
10 Procedural Order, July 14, 1997, at pages 17-18.
31
<PAGE>
10.2.2.1.4 Two-wire analog interface to PBX to include
reverse battery, E&M, wink start and DID;
10.2.2.1.5 Four-wire analog interface to PBX to include
reverse battery, E&M, wink start and DID;
10.2.2.1.6 Four-wire DS-1 interface to PBX or subscriber
provided equipment (e.g., computers and voice
response systems);
10.2.2.1.7 Primary Rate ISDN to PBX adhering to ANSI
standards Q.931, Q.932 and appropriate Bellcore
Technical Requirements;
10.2.2.1.8 Switched Fractional DS-1 with capabilities to
configure Nx64 channels (where "n" = 1 to 24);
and
10.2.2.1.9 Loops adhering to Bellcore TR-NWT-08 and
TR-NWT-303 specifications to interconnect Digital
Loop Carriers.
10.2.2.2 U S WEST shall provide access to the following,
but not limited to:
10.2.2.2.1 SS7 Signaling Network or Multi-Frequency
trunking, if requested by Pac-West;
10.2.2.2.2 Interface to Pac-West operator services systems
or Operator Services through appropriate trunk
interconnections for the system; and
10.2.2.2.3 Interface to Pac-West Directory Assistance
Services through the Pac-West switched network or
to Directory Services through the appropriate
trunk interconnections for the system; and 950
access or other Pac-West required access to
interexchange carriers as requested through
appropriate trunk interfaces.
10.3 Customized Routing
10.3.1 Description
Customized routing will enable Pac-West to direct particular
classes of calls to particular outgoing trunks based upon line
class codes. Pac-West may use customized routing to direct its
customers' calls to 411, 555-1212, 0+ or 0-, to its own
Operator Services platform and Directory Assistance platform.
10.3.2 Limitations
Because there is a limitation in the technical feasibility of
offering custom routing beyond the capacity of the 1A ESS
switch, custom routing will be offered to CLECs on a
first-come, first-served basis.
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10.4 Integrated Services Digital Network (ISDN)
10.4.1 Integrated Services Digital Network ("ISDN") is defined in two
(2) variations. The first variation is Basic Rate ISDN
("BRI"). BRI consists of 2 Bearer (B) Channels and one Data
(D) Channel. The second variation is Primary Rate ISDN
("PRI"). PRI consists of 23 B Channels and one D Channel. Both
BRI and PRI B Channels may be used for voice, Circuit Switched
Data ("CSD") or Packet Switched Data ("PSD"). The BRI D
Channel may be used for call related signaling, non-call
related signaling or packet switched data. The PRI D Channel
may be used for call related signaling.
10.4.2 Technical Requirements -ISDN
10.4.2.1 U S WEST shall offer Data Switching providing
ISDN that, at a minimum:
10.4.2.2 provides integrated Packet handling capabilities;
10.4.2.3 allows for full 2B+D Channel functionality for
BRI; and
10.4.2.4 allows for full 23B+D Channel functionality for
PRI.
10.4.2.5 Each B Channel shall allow for voice, 64 Kbps
CSD, and PSD of 128 logical channels at minimum
speeds of 19 Kbps throughput of each logical
channel up to the total capacity of the B
Channel.
10.4.2.6 Each B Channel shall provide capabilities for
alternate voice and data on a per call basis.
10.4.2.7 The BRI D Channel shall allow for call associated
signaling, non-call associated signaling and PSD
of 16 logical channels at minimum speeds of 9.6
Kbps throughput of each logical channel up to the
total capacity of the D channel.
10.4.2.8 The PRI D Channel shall allow for call associated
signaling.
10.4.3 Interface Requirements - ISDN
10.4.3.1 US WEST shall provide the BRI interface using
Digital Subscriber Loops adhering to Bellcore
TR-NWT-303 Specifications to Interconnect
Digital Loop Carriers.
10.4.3.2 U S WEST shall offer PSD interfaces adhering to
the X.25, X.75 and X.75'ANSI and Bellcore
requirements.
10.4-3.3 U S WEST shall offer PSD trunk interfaces
operating at 56 Kbps.
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11. Network Interface Device
11.1 Definition:
11.1.1 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. One of the functions of the NID is
to establish the network demarcation point between a
carrier and its subscriber. The NID features two (2)
independent chambers or divisions which separate the
service provider's network from the subscriber's
inside wiring. Each chamber or division contains the
appropriate connection points or posts to which the
service provider and the subscriber each make their
connections.
11.1.2 Pac-West may connect its NID to U S WEST's NID.
11.1.3 U S WEST will allow Pac-West to locate dropwires,
other than U S WEST's drop wires, inside an existing
U S WEST combination NID used in the provisioning of
telephone service for single tenant end users subject
to the following conditions:
11.1.3.1 Sufficient space exists inside the
combination NID to allow proper
installation of equipment in accordance
with the NID manufacturers
specifications and per the National
Electric Code;
11.1.3.2 In order to maintain maintenance
integrity for the NID, Pac-West will
install its own overvoltage protection
and customer bridging equipment,
terminate the dropwires to that
equipment, and assume all operational
responsibilities and liabilities for
that equipment;
In the event sufficient space is not available in the
existing US WEST NID, to accommodate additional
drops, Pac-West will be allowed to install and
additional NID, at its own expense and the Pac-West's
NID can be connected to the existing U S WEST NID;
If the existing NID is not the new generation modular
type, Pac-West may install a new NID. U S WEST will
be allowed to move its drop wire to the new NID and
remove the old NID;
Within ninety (90) days of the Effective Date of this
Agreement, the Parties agree to jointly develop a
satisfactory process to address the issues with
access to single and multi-party NIDs.
11.1.4 With respect to multiple-line termination devices,
Pac-West shall specify the quantity of NIDs it
requires within such device.
11.2 Technical Requirements
11.2.1 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 meeting
the requirements as set forth below.
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11.2.2 The NID shall be capable of transferring electrical
analog or digital signals be the subscriber's inside
wiring and the Distribution Media and/or cross connect
to Pac-West's NID.
11.2.3 All NID posts or connecting points shall be in place,
secure, usable and free rust or corrosion. The
protective ground connection shall exist and be
properly installed. The ground wire shall be free of
rust and corrosion and have contin ground.
11.2.4 The NID shall be capable of withstanding all normal
local environmental variations.
11.2.5 Where the NID is not located in a larger, secure
cabinet or closet, the NID shall be protected from
vandalism. The NID shall be accessible to Pac-West
designated personnel. In cases where entrance to the
subscriber premises is required access to the NID,
Pac-West shall obtain entrance permission directly
from the subscriber.
11.2.6 U S WEST shall offer the NID together with, and
separately from, the Distribution Media component of
Loop Distribution.
11.3 Interface Requirements
11.3.1 The NID shall be the interface to subscribers'
premises wiring for all loops.
11.3.2 The NID shall be at least equal to all the industry
standards for NIDs set forth following technical
references:
11.3.2.1 Bellcore Technical Advisory
TA-TSY-000120 "Subscriber Premises
Network Ground Wire";
11.3.2.2 Bellcore Generic Requirement GR-49-CORE
"Generic Requirements for Outdoor
Telephone Network Interface Devices";
11.3.2.3 Bellcore Technical Requirement
TR-NWT-00239 "Indoor Telephone Network
Interfaces";
11.3.2.4 Bellcore Technical Requirement
TR-NWT-000937 "G Requirements for
Outdoor and Indoor Building Entrance";
and
11.3.2.5 Bellcore Technical Requirement
TR-NWT-0001 33 "Generic Requirements for
Network Inside Wiring."
12. Operator Systems
See Part A.
13. E911
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See Part A.
14. Directory Assistance Data
See Part A.
15. Signaling Link Transport
15.1 Definition:
Signaling Link Transport is a set of two (2) or four (4)
dedicated 56 Kbps transmission paths between
Pac-West-designated Signaling Points of Interconnection
("SPOI") that provides appropriate physical diversity and a
cross connect at a U S WEST STP site.
15.2 Technical Requirements
15.2.1 Signaling Link Transport shall consist of full duplex
mode 56 Kbps transmission paths.
15.2.2 Of the various options available, Signaling Link
Transport shall perform in the following two ways:
15.2.1.1 as an "Mink" which is a connection
between a switch or SCP and a home
Signaling Transfer Point ("STP") pair,
and
15.2.1.2 as a "D-link" which is a connection
between two (2) STP pairs in different
company networks (e.g., between two (2)
STP pairs for two (2) (CLECs)).
15.2.3 Signaling Link Transport shall consist of two (2) or
more signaling link layers as follows:
15.2.3.1 An A-link layer shall consist of two (2)
links.
15.2.3.2 A D-link layer shall consist of four (4)
links.
15.2.4 A signaling link layer shall satisfy a performance
objective such that:
15.2.4.1 there shall be no more than two (2)
minutes down time per year for an A-link
layer transport only, and
15.2.4.2 there shall be negligible (less than 2
seconds) down time per year for a D-link
layer transport only.
15.2.5 Where available, a signaling link layer shall satisfy
interoffice and intraoffice diversity of facilities
and equipment, such that:
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15.2.5.1 no single failure of facilities or
equipment causes the failure of both
links in an A-link layer (i.e., the
links should be provided on a minimum of
two (2) separate physical paths
end-to-end); and
15.2.5.2 no two concurrent failures of facilities
or equipment shall cause the failure of
all four (4) links in a D-link layer
(i.e., the links should be provided on a
minimum of three (3) separate physical
paths end-to-end).
15.2.6 For requested link layers, US WEST will provide
Pac-West with the level of diversity available.
15.3 Interface Requirements
15.3.1 There shall be a DS-1 (1.544 Mbps) interface at the
Pac-West-designated SPOIs. Each 56 Kbps transmission
path shall appear as a DS-0 channel within the DS-1
interface.
16. Signaling Transfer Points (STPs)
16.1 Definition:
Signaling Transfer Points ("STP"s) provide functionality that
enable the exchange of SS7 messages among and between
switching elements, database elements and signaling transfer
points.
16.2 Technical Requirements
16.2.1 STPs shall provide signaling access to all other
Network Elements connected to the U S WEST SS7
network. These include:
16.2.1.1 U S WEST Local Switching or Tandem
Switching;
16.2.1.2 U S WEST Service Control
Points/DataBases connected to or
resident on service control points;
16.2.1.3 Third-party local or tandem switching
systems connected to the U S WEST
signaling network; and
16.2.1.4 Third-party-provided STPs connected to
the U S WEST signaling network.
16.2.2 The connectivity provided by STPs shall fully support
the functions of all other Network Elements connected
to U S WEST's SS7 network. This includes the use of
U S WEST's SS7 network to convey messages which
neither originate nor terminate at a signaling end
point directly connected to the U S WEST SS7 network
(i.e., transit messages). When the U S WEST SS7
network is used to convey transit messages, there
shall be no alteration of the Integrated Services
Digital
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Network User Part ("ISDNUP") or Transaction Capabilities Application
Part ("TCAP") user data that constitutes the content of the message.
16.2.3 If a U S WEST tandem switch routes traffic, based on dialed or
translated digits, on SS7 trunks between an Pac-West local switch and
third party local switch, U S WEST's SS7 network shall convey the TCAP
messages necessary to provide Call Management features (automatic
callback, automatic recall, and screening list editing) between the
Pac-West local STPs and the STPs that provide connectivity with the
third party local switch, even if the third party local switch is not
directly connected to U S WEST's STPs.
16.2.4 STPs shall provide all functions of the MTP as specified in ANSI T1.111
(Reference 12.5.2). This includes:
16.2.4.1 Signaling Data Link functions, as specified in ANSI T1.
111.2;
16.2.4.2 Signaling Link functions, as specified in ANSI T1. 111.3; and
16.2.4.3 Signaling Network Management functions, as specified in ANSI
T1.111.4.
16.2.5 STPs shall provide all functions of the SCCP necessary for Class 0
(basic connectionless) service, as specified in ANSI T1.112. In
particular, this includes Global Title Translation ("GTT") and SCCP
Management procedures, as specified in ANSI T1. 112.4.
16.2.6 In cases where the destination signaling point is either a U S WEST
local or tandem switching system or data base, or is an Pac-West or
third party local or tandem switching system directly connected to U S
WEST's SS7 network, U S WEST STPs shall perform final GTT of messages
to the destination and SCCP Subsystem Management of the destination. In
all other cases, STPs shall perform intermediate GTT of messages to a
gateway pair of STPs in an SS7 network connected with the U S WEST SS7
network, and shall not perform SCCP Subsystem Management of the
destination.
16.2.7 STPs shall also provide the capability to route SCCP messages based on
ISNI, as specified in ANSI T1. 118, when this capability becomes
available on U S WEST STPs.
16.2.8 STPs shall provide all functions of the OMAP commonly provided by STPs,
as specified in the reference in Section 16.5.6. This includes:
16-2.8.1 MTP Routing Verification Test ("MRVT"); and,
16.2.8.2SCCP Routing Verification Test ("SRVT").
16.2.9 In cases where the destination signaling point is either a U S WEST
local or tandem switching system or database, or is an Pac-West or
third party local or tandem switching system directly connected to the
U S WEST SS7 network, STPs shall perform MRVT and SRVT to the
destination signaling point. In all other cases,
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STPs shall perform MRVT and SRVT to a gateway pair of STPs in
an SS7 network connected with the U S WEST SS7 network. This
requirement shall be superseded by the specifications for
inter-network MRVT and SRVT if and when these become approved
ANSI standards and available capabilities of U S WEST STPs.
16.2.10 STPs shall be equal to or better than the following
performance requirements:
16.2.10.1 MTP Performance, as specified in ANSI T1. 111.6;
and
16.2.10.2 SCCP Performance, as specified in ANSI T1. 112.5.
16.3 Interface Requirements
16.3.1 U S WEST shall provide the following STPs options to
connect Pac-West or Pac-West-designated local
switching systems or STPs to the U S WEST SS7
network:
16.3.1.1 An A-link interface from Pac-West local
switching systems.
16.3.2 Each type of interface shall be provided by one or
more sets (layers) of signaling links, as follows:
16.3.2.1 An A-link layer shall consist of two (2)
links.
16.3.3 The Signaling Point of Interconnection ("SPOI") for
each link shall be located at a cross-connect
element, such as a DSX-1, in the central office where
the U S WEST STPs are located. There shall be a DS-1
or higher rate transport interface at each of the
SPOls. Each signaling link shall appear as a DS-0
channel within the DS-1 or higher rate interface.
U S WEST shall offer higher rate DS-1 signaling for
interconnecting Pac-West local switching systems or
STPs with US WEST STPs as soon as these become
approved ANSI standards and available capabilities in
U S WEST's network.
16.3.4 U S WEST shall provide MTP and SCCP protocol
interfaces that shall conform to all relevant
sections in the following specifications:
16.3.4.1 Bellcore GR-905-CORE, Common Channel
Signaling Network Interface
Specification (CCSNIS) Supporting
Network Interconnection, Message
Transfer Part (MTP), and Integrated
Services Digital Network User Part
(ISDNUP); and
16.3.4.2 Bellcore GR-1432-CORE, CCS Network
Interface Specification (CCSNIS)
Supporting Signaling Connection Control
Part (SCCP) and Transaction Capabilities
Application Part (TCAP).
16.4 Message Screening
16.4.1 U S WEST shall set message screening parameters in
order to accept messages from Pac-West local or
tandem switching systems destined to any signaling
point in
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the U S WEST SS7 network with which the Pac-West
switching system has a signaling relation.
16.4.2 U S WEST shall set message screening parameters in
order to accept messages from Pac-West local or
tandem switching systems destined to any signaling
point or network interconnected to the U S WEST SS7
network with which the Pac-West switching system has
a signaling relation.
16.4.3 U S WEST shall set message screening parameters in
order to accept messages destined to an Pac-West
local or tandem switching system from any signaling
point or network interconnected to the U S WEST SS7
network with which the Pac-West switching system has
a signaling relation.
16.4.4 U S WEST shall set message screening parameters in
order to accept and send messages destined to an
Pac-West SCP from any signaling point or network
interconnected to the U S WEST SS7 network with which
the Pac-West SCP has a signaling relation.
16.5 STP Requirements
16.5.1 Subject to the provisions of Sections 1.3.1 and 1.3.2
of Part A of this Agreement, STPs shall be equal to
or better than all of the requirements for STPs set
forth in the following technical references:
16.5.2 ANSI T1. 111-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7)
- Message Transfer Part (MTP);
16.5.3 ANSI T1.111A-1994 American National Standard for
Telecommunications Signaling System Number 7 (SS7) -
Message Transfer Part (MTP) Supplement;
16.5.4 ANSI T1.112-1992 American National, Standard for
Telecommunications Signaling System Number 7 (SS7) -
Signaling Connection Control Part (SCCP);
16.5.5 ANSI T1. 115-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7)
- Monitoring and Measurements for Networks;
16.5.6 ANSI T1. 116-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7)
- Operations, Maintenance and Administration Part
(OMAP);
16.5.7 ANSI T1. 118-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Intermediate Signaling Network Identification (ISNI);
16.5.8 Bellcore GR-905-CORE, Common Channel Signaling Network
Interface Specification (CCSNIS) Supporting Network
Interconnection, Message Transfer Part (MTP), and
Integrated Services Digital Network User Part
(ISDNUP); and
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16.5.9 Bellcore GR-1432-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Signaling
Connection Control Part (SCCP) and Transaction
Capabilities Application Part (TCAP).
17. Service Control Points/Data bases
17.1 Definition:
17.1.1 Databases are the Network Elements that provide the
functionality for storage of, access to, and
manipulation of information required to offer a
particular service and/or capability. Databases
include, but are not limited to: Number Portability,
LIDB, Toll Free Number Database, Automatic Location
Identification/Data Management System and AIN.
17.1.2 A Service Control Point ("SCP") is a specific type of
Database Network Element functionality deployed in a
Signaling System 7 ("SS7") network that executes
service application logic in response to SS7 queries
sent to it by a switching system also connected to
the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration
and maintenance of subscriber data and service
application data (e.g., a toll free database stores
subscriber record data that provides information
necessary to route toll free calls).
17.2 Technical Requirements for SCPs/Databases
Requirements for SCPs/Databases within this section address
storage of information, access to information (e.g., signaling
protocols and response times), and administration of
information (e.g., provisioning, administration, and
maintenance). All SCPs/Databases shall be provided to Pac-West
in accordance with the following requirements, except where
such a requirement is superseded by specific requirements set
forth in Subparagraphs 17.3 through 17.7 of this Attachment
17.2.1 U S WEST shall provide interconnection to SCPs
through the U S WEST designated STPs using SS7
network and protocols, as specified in Section 16 of
this Attachment, with TCAP as the application layer
protocol.
17.2.2 Regional SCP pairs shall be available pursuant to
applicable technical reference documents.
17.2.3 U S WEST shall provide to Pac-West database
provisioning consistent with the provisioning
requirements of this Agreement (e.g., data required,
edits, acknowledgments, data format and transmission
medium and notification of order completion).
17.2.4 The operational interface provided by U S WEST shall
complete Database transactions (i.e., add, modify,
delete) for Pac-West subscriber records stored in U S
WEST databases at parity with which U S WEST
provisions its own subscriber records.
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17.2.5 U S WEST shall provide Database maintenance
consistent with the maintenance requirements as
specified in this Agreement (e.g., notification of U
S WEST network affecting events, testing, dispatch
schedule and measurement and exception reports).
17.2.6 When and where available, U S WEST shall provide
billing and recording information to track Database
usage consistent with Connectivity Billing and
recording requirements as specified in this Agreement
(e.g., recorded message format and content,
timeliness of feed, data format and transmission
medium).
17.2.7 U S WEST shall provide SCPs/Databases in accordance
with the physical security requirements specified in
this Agreement.
17.2.8 U S WEST shall provide SCPs/Databases in accordance
with the logical security requirements specified in
this Agreement.
17.3 Number Portability Database
17.3.1 Definition:
The Number Portability ("NP") Database supplies routing
numbers for calls involving numbers that have been
ported from one local service provider to another. NP
database functionality shall also include Global Title
Translations ("GTT") for calls involving ported numbers
even if U S WEST provides GTT functionality in another
Network Element U S WEST shall provide the NP database
in accordance with industry standards which shall
supersede the following as needed.
17.3.2 Requirements
17.3.2.1 U S WEST shall make U S WEST NP database
available for Pac-West switches to query
to obtain the appropriate routing number
on calls to ported numbers or the industry
specified indication that the number is
not ported for non-ported numbers in
NPA-NXXs that are opened to portability.
The specified indication will also be
provided when the NPA-NXX is not open to
portability.
17.3.2.2 Query responses shall provide such
additional information (e.g., Service
Provider identification) as may be
specified in the NP implementation in the
relevant regulatory jurisdiction.
17.3.2.3 U S WEST shall complete CLASS or LIDB
queries routed to the U S WEST network by
Pac-West switches and return the
appropriate response to the querying
source.
17.3.2.4 The NP database shall provide such other
functionality as has been specified in the
regulatory jurisdiction in which
portability has been implemented.
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17.3.2.5 Unavailability of the NP database query
and GTT applications shall not exceed four
(4) minutes per year.
17.3.2.6 The U S WEST NP database shall respond to
a round trip query within 500 milliseconds
or as amended by industry standards.
17.3.3 Interface Requirements
U S WEST shall interconnect the signaling interface
between the Pac-West or other local switch and the NP
Database using the TCAP protocol as specified in the
technical references in this Agreement, together with
the signaling network interface as specified in the
technical references in this Agreement, and such
further requirements (e.g., AIN or IN protocols) as may
be specified by regulatory or other bodies responsible
for implementation of number portability.
17.4 Line Information Database (LIDB)
This Section 17.4 defines and sets forth additional
requirements for the Line Information Database.
17.4.1 Definition:
The Line Information Database ("LIDB") is a
transaction-oriented database accessible through Common
Channel Signaling ("CCS") networks. It contains records
associated with subscriber Line Numbers and Special
Billing Numbers (in accordance with the requirements in
the technical reference in Section 17.6.5). LIDB
accepts queries from other Network Elements, or
Pac-West's network, and provides appropriate responses.
The query originator need not be the owner of LIDB
data. LIDB que6es include functions, such as screening
billed numbers, that provide the ability to accept
Collect or Third Number Billing calls and validation of
Telephone Line Number based non-proprietary calling
cards. The interface for the LIDB functionality is the
interface between the U S WEST CCS network and other
CCS networks. LIDB also interfaces to administrative
systems. The administrative system interface provides
work centers with an interface to LIDB for functions
such as provisioning, auditing of data, access to LIDB
measurements and reports.
17.4.2 Technical Requirements
17.4.2.1 U S WEST shall enable Pac-West to store in U S
WEST's LIDB any line number or special billing
number. Pac-West will provide U S WEST a non
binding LIDB forecast. Prior to the
availability of permanent NP, U S WEST shall
enable Pac-West to store in U S WESTs LIDB any
subscriber Line Number or Special Billing
Number record for Pac-West resale, unbundled
Network Elements and facility based customers,
in accordance with the technical reference in
Section 17.6.5, whether ported or not, for
which the NPA-NXX or NXX-0/IXX Group is
supported by that LIDB.
17.4.2.2 Prior to the availability of permanent NP, U S
WEST shall enable Pac-West to store in U S
WEST's LIDB any subscriber Line Number or
Special Billing
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Number record for Pac-West resale, unbundled
Network Elements and facility based customers,
in accordance with the technical reference in
Section 17.6.5, whether ported or not, and
NPA-NXX and NXX-0/IXX Group Records, belonging
to an NPA-NXX or NXX-0/1 XX owned by Pac-West.
17.4.2.3 Subsequent to the availability of permanent NP,
U S WEST shall enable Pac-West to store in U S
WEST's LIDB any subscriber Line Number or
Special Billing Number record for Pac-West
resale, unbundled Network Elements and facility
based customers, in accordance with the
technical reference in Section 17.6.5, whether
ported or not, regardless of the number's
NPA-NXX or NXX-0/IXX.
17.4.2.4 U S WEST shall perform the following LIDB
functions (i.e., processing of the following
query types as defined in the technical
reference in Section 17.6.5) for Pac-West's
subscriber records in LIDB:
17.4.2.4.1 Billed Number Screening (provides
information such as whether the Billed Number
may accept Collect or Third Number Billing
calls);
17.4.2.4.2 Calling Card Validation; and
17.4.2.4.3 Originating Line Number Screening
(OLNS), when available.
17.4.2.5 U S WEST shall process Pac-West's subscriber
records in LIDB at least at parity with U S
WEST subscriber records, with respect to other
LIDB functions (as defined in the technical
reference in Section 17.6). U S WEST shall
indicate to Pac-West what additional functions,
if any, are performed by LIDB in its network.
Within ninety (90) days after the Effective
Date of this Agreement, the Parties shall
develop an interim procedure to process
Pac-West subscriber records.
17.4.2.6 Within two (2) weeks after a request by
Pac-West, U S WEST shall provide Pac-West with
a list of the subscriber data items which
Pac-West would have to provide in order to
support each required LIDB function. The list
shall indicate which data items are essential
to LIDB function, and which are required only
to support certain services. For each data
item, the list shall show the data formats, the
acceptable values of the data item and the
meaning of those values.
17.4.2.7 US WEST shall provide LIDB performance in
accordance with section 17.6.5.
17.4-2.8 U S WEST shall provide Pac-West with the
capability to provision (e.g., to add, update,
and delete) NPA-NXX and NXX-0/IXX Group
Records, and Line Number and Special Billing
Number Records, associated with Pac-West
subscribers, directly into US WEST's LIDB
provisioning process. Within ninety (90) days
after the Effective Date of this Agreement, the
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Parties shall establish an interim process to meet the
requirements of this Section.
17.4.2.9 Unless directed otherwise by Pac-West, in the event end user
subscribers change their local service provider to Pac-West, U S
WEST shall maintain subscriber data (for line numbers, card
numbers, and for any other types of data maintained in LIDB) so
that such subscribers shall not experience any interruption of
service due to the lack of such maintenance of subscriber data.
17.4.2.10 All additions, updates and deletions of Pac-West data to the LIDB
shall be made solely at the direction of Pac-West.
17.4.2.11 U S WEST shall provide priority updates to LIDB for Pac-West data
upon Pac-West's request (e.g., to support fraud protection).
17.4.2.12 When available, U S WEST shall provide Pac-West the capability to
directly obtain, through an electronic interface, reports of all
Pac-West data in LIDB. Within ninety (90) days after the Effective
Date of this Agreement, the Parties shall establish an interim
process to meet the requirements of this Section.
17.4.2.13 [intentionally left blank for numbering consistency]
17.4.2.14 U S WEST shall perform backup and recovery of all of Pac-West's
data in LIDB as frequently as U S WEST performs backup and
recovery for itself and any other Person, including sending to
LIDB all changes made since the date of the most recent backup
copy. Backup will be performed weekly. When needed, recovery will
take place within twenty-four (24) hours.
17.4.2.15 U S WEST shall provide to Pac-West access to LIDB measurements and
reports at least at parity with the capability U S WEST has for
its own subscriber records and that U S WEST provides to any
other party. Such access shall be electronic. Within ninety (90)
days after the Effective Date of this Agreement, the Parties shall
establish an interim process to meet the requirements of this
Section.
17.4.2.16 U S WEST shall provide Pac-West with LIDB reports of data which
are missing or contain errors, as well as any misroute errors,
within the same time period as U S WEST provides such reports to
itself. Within ninety (90) days after the Effective Date of this
Agreement, the Parties shall establish a process to meet the
requirements of this Section.
17-4.2-17 U S WEST shall prevent any access to or use of Pac-West data in
LIDB by U S WEST personnel or by any other party not authorized
in writing by Pac-West
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17.4-2.18 If and when technically feasible, U S WEST shall
provide Pac-West performance of the LIDB Data
Screening function, which allows a LIDB to completely
or partially deny specific query originators access
to LIDB data owned by specific data owners (in
accordance with the technical reference in Section
17.6.5) for subscriber data that is part of an
NPA-NXX or NXX0/IXX wholly or partially owned by
Pac-West at least at parity with U S WEST subscriber
data. U S WEST shall obtain from Pac-West the
screening information associated with LIDB Data
Screening of Pac-West data in accordance with this
requirement.
17.4.2.18.1 The Parties agree to investigate
technical feasibility of variable LIDB database
screening to accomplish 17.4.2.18 above.
17.4.2.19 U S WEST shall accept queries to LIDB associated with
Pac-West subscriber records, and shall return
responses in accordance with the requirements of this
Section 17.
17.4.3 Interface Requirements
U S WEST shall offer LIDB in accordance with the requirements
of this Section 17.4.3.
17.4.3.1 The interface to LIDB shall be in accordance with
the technical reference in Section 17.6.3.
17.4.3.2 The CCS interface to LIDB shall be the standard
interface described in Section 17.6.3.
17.4.3.3 The LIDB Database interpretation of the ANSI-TCAP
messages shall comply with the technical
reference in Section 17.6.4. Global Title
Translation shall be maintained in the signaling
network in order to support signaling network
routing to the LIDB.
17.5 Toll Free Number Database
The Toll Free Number Database is an SCP that provides functionality
necessary for toll free (e.g., 800 and 888) number services by
providing routing information and additional vertical features during
call set-up in response to queries from SSPs. This Section 17.5
supplements the requirements of Section 17.2 and 17.7. U S WEST shall
provide the Toll Free Number Database in accordance with the following
subsections.:
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17.5.1 Technical Requirements
17.5.1.1 U S WEST shall make the U S WEST Toll Free Number
Database available, through its STPs, for Pac-West to
query from Pac-West's designated switch including U S
WEST unbundled Local Switching.
17.5.1.2 The Toll Free Number Database shall return carrier
identification and, where applicable, the queried
toll free number, translated numbers and instructions
as it would in response to a query from a U S WEST
switch.
17.5.2 Interface Requirements
The signaling interface between the Pac-West or other local
switch and the Toll - Free Number Database shall use the TCAP
protocol as specified in the technical reference in Section
17.6.1, together with the signaling network interface as
specified in the technical references in Sections 17.6.2 and
17.6.6.
17.6 SCPs/Databases shall be at least equal to all of the requirements for
SCPs/Databases set forth in the following technical references:
17.6.1 GR-246-CORE, Bell Communications Research Specification of
Signaling System Number 7, Issue 1 (Bellcore, December 199X);
17.6.2 GR-1432-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Signaling Connection Control Part (SCCP) and
Transaction Capabilities Application Part (TCAP) (Bellcore,
March 1994);
17.6.3 GR-954-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Line Information Database (LIDB) Service 6, Issue
1, Rev. 1 (Bellcore, October 1995);
17.6.4 GR-1149-CORE, OSSGR Section 10: System Interfaces, Issue 1
(Bellcore, October 1995) (Replaces TR-NWT-001 149);
17.6.5 GRA 158-CORE, OSSGR Section 22.3: Line Information Database 6,
Issue (Bellcore, October 1995); and
17.6.6 GR-1428-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Toll Free Service (Bellcore, May 1995).
17.7 Advanced Intelligent Network ("AIN") Access, Service Creation
Environment and Service Management System ("SCE/SMS") Advanced
Intelligent Network Access
17.7.1 U S WEST shall provide mediated access to all U S WEST service
applications, current or future (if technically feasible),
resident in U S WEST's SCP through U S WESTs S TPs. Such
access may be from Pac-Wests switch or U S WESTs unbundled
local switch.
17.7.2 SCE/SMS AIN Access shall provide Pac-West the ability to
create service applications in the U S WEST SCE and deploy
those applications via the
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U S WEST SMS to the U S WEST SCP. This interconnection
arrangement shall provide Pac-West access to the U S WEST
development environment and administrative system in a manner
at least at parity with U S WEST's ability to deliver its own
AIN-based services. SCE AIN Access is the development of
service applications within the U S WEST Service Creation
Environment capability. SMS AIN Access is the provisioning of
service applications via the U S WEST Service Management
System capability. AIN trigger provisioning will be
accomplished through the U S WEST local unbundled switching.
17.7.3 Services Available. U S WEST shall make SCE hardware,
software, testing and technical support (e.g., technical
contacts, system administrator resources available to
Pac-West. Scheduling of SCE resources shall allow Pac-West at
least equal priority to U S WEST.
17.7.4 Multi-user Access. The U S WEST SCE/SMS shall allow for
multi-user access with proper source code management and other
logical security functions.
17.7.5 Partitioning. When available, the U S WEST SCP shall partition
and protect Pac-West service logic and data from unauthorized
SMS capability and SCE capability access, execution or other
types of compromise.
17.7.6 Training and Documentation. U S WEST shall provide training
and documentation for Pac-West development staff only in cases
in which such training or documentation is not reasonably
available from another source. If training or documentation is
required in accordance with this Section, it will be provided
in a manner at least at parity with that provided by U S WEST
to its development staff.
Training will be conducted at a mutually agreed upon location.
17.7.7 Access Environment When Pac-West selects SCE/SMS AIN Access, U
S WEST shall provide for a secure, controlled access
environment on-site. When available, Pac-West may request
mutually agreed upon remote data connections (e.g., dial up,
LAN, WAN).
17.7.8 Data Exchange. When Pac-West selects SMS AIN Access, U S WEST
shall allow Pac-West to download data forms and/or tables to
the U S WEST SCP, via the U S WEST SMS capability, in the same
fashion as U S WEST downloads such forms and/or tables for
itself.
17.7.9 Certification Testing. Certification testing is typically a
two step process that includes an off-line unit test followed
by an on-line controlled introduction testing into one of each
of the U S WEST switch types capable of supporting the
service. Services created by Pac-West will require
certification testing by U S WEST before the services can be
provisioned in the network. The scheduling of U S WEST
certification testing resources for new Pac-West services will
be jointly coordinated and prioritized between U S WEST and
Pac-West. Pac-West testing requirements will be given equal
priority with both U S WEST and other provider's requirements.
In most circumstances, such testing will be completed within
sixty (60) days from the date the application is submitted by
Pac-West to U S WEST for certification. In circumstances
involving complex applications requiring additional time for
testing,
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equipment and facilities provided by Pac-West or third
parties, and (c) ensure that all operational interfaces and
processes are in place and functioning properly and
efficiently for the provisioning and maintenance of Network
Elements and Ancillary Functions and so that all appropriate
billing data can be provided to Pac-West.
18.1.2 Requirements
Within forty-five (45) days of the Effective Date of this
Agreement, Pac-West and U S WEST will agree upon a process to
resolve technical issues relating to interconnection of
Pac-West's network to U S WEST's network and Network Elements
and Ancillary Functions. The agreed upon process shall include
procedures for escalating disputes and unresolved issues up
through higher levels of each Party's management. If Pac-West
and U S WEST do not reach agreement on such a process within
the 45-day time period, any issues that have not been resolved
by the Parties with respect to such process shall be submitted
to the dispute resolution procedures set forth in Part A of
this Agreement unless both Parties agree to extend the time to
reach agreement on such issues.
18.1.2.1 U S WEST shall provide Pac-West access for testing
at any interface between a U S WEST Network Element
or Combinations and Pac-West equipment or
facilities. Such test access shall be sufficient to
ensure that the applicable requirements can be
tested by Pac-West. This access shall be available
seven (7) days per week, twenty-four (24) hours per
day.
18.1.2.2 Pac-West may test any interfaces, Network Elements
or Ancillary Functions and additional requirements
provided by U S WEST to Pac-West pursuant to this
Agreement.
18.1.2.3 U S WEST shall provide engineering data as requested
by Pac-West for the loop components as set forth in
this Attachment which Pac-West may desire to test.
Such data shall include equipment engineering and
cable specifications, signaling and transmission
path data.
18.1.2.4 The Parties shall establish a process to provide
engineering/office support information on unbundled
Network Elements (e.g., central office layout and
design records and drawings, system engineering and
other applicable documentation) pertaining to a
Network Element or Ancillary Function or the
underlying equipment that is then providing a
Network Element or Ancillary Function to Pac-West.
18.1.2.5 Upon request from Pac-West, U S WEST shall provide
to Pac-West all applicable test results from U S
WEST testing activities on a Network Element or
Ancillary Function or additional requirement or the
underlying equipment providing a Network Element or
Ancillary Function or additional requirements.
Pac-West may review such test results and may notify
U S WEST of any detected deficiencies.
18-1.2.6 U S WEST shall temporarily provision Pac-West
designated Local Switching features for testing.
Within sixty (60) days of the Effective Date
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of this Agreement, Pac-West and U S WEST shall
mutually agree procedures to be established between
U S WEST and Pac-West to expedite such provisioning
processes for feature testing.
18.1.2.7 Upon Pac-West's request, U S WEST shall make
available support to meet with Pac-West
representatives to provide required support for
Cooperative Testing. U S WEST shall define the
process to gain access to such technical support
18.1.2.8 Dedicated Transport and Loop Feeder may experience
alarm due to in-progress tests. U S WEST shall notify
Pac-West upon such facilities from service.
18.1.2.9 U S WEST shall exercise its best efforts to notify
Pac-West conducting tests or maintenance procedures
on Network Elements Ancillary Functions or on the
underlying equipment that is then Network Element or
Ancillary Function, that will likely cause
interruption or degradation of service.
18.1.2.10 US WEST shall provide a single point of contact to
Pac-West available seven (7) days per week,
twenty-four (24) hours per day for trouble status,
sectionalization, resolution, escalation, and
closure. Such staff shall be adequately skilled to
allow expeditious problem resolution.
18.1.2.11 U S WEST shall make available to Pac-West access to
105 responders 100-type test lines, or 102-type test
lines associated with any circuits under test.
18.1.2.12 Pac-West and U S WEST shall complete Cooperative
accordance with the procedures set forth in
Attachment 5.
18.1.2.13 U S WEST shall participate in Cooperative Testing
requested whenever it is deemed necessary by
Pac-West to insure performance, reliability and
subscriber serviceability.
18.1.2.14 Pac-West may accept or reject the Network Element
ordered by if, upon completion of cooperative
acceptance testing, the tested Network Element does
not meet the requirements stated herein.
18.2 Performance
18.2.1 Scope
This section addresses performance requirements for Network
Elements and Ancillary Functions to provide local service.
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18.2.1.2 U S WEST shall work cooperatively with Pac-West to
determine appropriate performance allocations
across Network Elements.
18.2.2 Pac-West may request real-time, remote data access to
performance monitoring and alarm data on events affecting (or
potentially affecting) Pac-West's traffic. Pac-West shall
specify the performance to be monitored and alarm data to be
collected. To the extent the above is not available, Pac-West
will use the Bona Fide Request process to gain such capability.
18.2.3 Subject to the provisions of Sections 1.3.1 and 1.3.2 of Part A
of this Agreement, U S WEST shall provide performance at least
equal to the requirements set forth in the following technical
references:
18.2.3.1 Bell Communications Research, Inc. Documents
18.2.3.1.1 FR-64, LATA Switching Systems Generic Requirements
(LSSGR). This document contains 117 Technical
References and Generic Requirements. Sections
provide the requirements for local switching systems
(also referred to as end offices) that serve
subscribers' lines. Some modules of the LSSGR are
also referenced separately in this document.
18.2.3.1.2 TR-NWT-000499, Issue 5, Rev 1, April 1992,
Transport Systems Generic Requirements (TSGR):
Common Requirements.
18.2.3.1.3 TR-NWT-000418, Issue 2, December 1992, Generic
Reliability Assurance Requirements For Fiber Optic
Transport Systems,
18.2.3.1.4 TR-NWT-000057, Issue 2, January 1993, Functional
Criteria for Digital Loop Carriers Systems.
18.2.3.1.5 TR-NWT-000507, Issue 5, December 1993, LSSGR
Transmission, Section 7.
18.2.3.1.6 GR-303-CORE, Issue 1, September 1995, Integrated
Digital Loop Carrier System Generic Requirements,
Objectives, and Interface.
18.2.3.1.7 GR-334-CORE, Issue 1, June 1994, Switched Access
Service: Transmission Parameter Limits and
Interface Combinations.
18.2.3.1.8 TR-NWT-000335, Issue 3, May 1993, Voice Grade
Special Access Services - Transmission Parameter
Limits and Interface Combinations.
18.2.3.1.9 TR-TSY-000529, Issue 2, July 1987, Public Safety -
LSSGR.
18.2.3.1.10 GR-1 158-CORE, Issue 2, October 1995, OSSGR Section
22.3: Line Information Database.
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18.2.3.1.11 TR-TSY-00051 1, Issue 2, July 1987, Service
Standards, a Module (Section 11) of LATA Switching
Systems Generic Requirements (LSSGR, FR-NWT-000064).
18.2.3.1.12 TR-NWT-000393, January 1991, Generic Requirements
for ISDN Basic Access Digital Subscriber Lines.
18.2.3.1.13 TR-NWT-000909, December 1991, Generic Requirements
and Objectives for Fiber In The Loop Systems.
18.2.3.1.14 TR-NWT-000505, Issue 3, May 1991, LSSGR Section 5,
Call Processing.
18.2.3.1.15 FR-NWT-000271, 1993, Operator Services Systems
Generic Requirements (OSSGR).
18-2.3.1.16 TR-NWT-001156, Issue 2, July 1993, OSSGR Operator
Services Systems Generic Requirements, Section 21,
Operator Subsystem.
18.2.3.1.17 SR-TSY-001 171, Issue 1, January 1989, Methods and
Procedures for System Reliability Analysis.
18.2.3.1.18 Bellcore Telecommunications Transmission
Engineering, 3rd Ed, 1990.
18.2.3.2 ANSI Standards
18.2.3.2.1 ANSI T1.512-1994, Network Performance -
Point-to-Point Voice-Grade Special Access Network
Voiceband Data Transmission Objectives.
18.2.3.2.2 ANSI T1.506-1990, Network Performance - Transmission
Specifications for Switched Exchange Access Network.
18.2.3.2.4 ANSI T1.508-1992, Telecommunications - Network
Performance - Loss Plan for Evolving Digital
Networks. Also supplement T1.508a-1993.
18.2.3.2.5 ANSI T1.101-1994, Digital Synchronization Network
Plan.
18.2.3.3 TIA/EIA Standards
18.2.3.3.1 Requirements not specifically addressed here shall
be found in the documents listed in Electronic
Industries Association/Telecommunications Industries
Association Standards and Engineering Publications.
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18.2.3.3.2 TIA/EIA TSB-37A, Telephone Network Transmission
Model for Evaluating Modem Performance.
18.2.3.3.3 TIA/EIA TSB-38, Test Procedure for Evaluation of
2-wire 4 kHz Voiceband Duplex Modems.
18.2.3.4 IEEE Standards
18.2.3.4.1 IEEE Standard 743-1984, IEEE Standard Methods and
Equipment for Measuring Transmission Characteristics
of Analog Voice Frequency Circuits.
18.2.3.4.2 ANSI/IEEE Standard 820-1984, Telephone Loop
Performance Characteristics.
18.2.4 Services and Capabilities
18.2.4.1 All Network Elements shall provide performance sufficient, in
combination with other Network Elements, to provide the
following applications in accordance with the requirements of
this Agreement:
18.2.4.1.1 all types of voice services;
18.2.4.1.2 all types of voice-band data modem connections up to
and including 28.8 Kbps V-34;
18.2.4.1.3 all types of facsimile transmissions up to and
including 14.4 Kbps group 3;
18.2.4.1.4 all CLASS/LASS features; and
18.2.4.1.5 all Operator Systems.
18.2.4.2 The following capabilities shall be provided as applicable:
18.2.4.2.1 ISDN BRI
18.2.4.2.2 ISDN PRI
18.2.4.2.3 Switched Digital Data
18.2.4.2.4 Non-Switched Digital Data
18.2.4.2.5 Any types of video applications a subscriber may
order
18.2.4.2.6 Any Coin Services a subscriber may order
18.2.4.2.7 Frame Relay and ATM
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18.2.4.2.8 Private Line Services
18.2.5 Specific Performance Requirements for Network Elements and Ancillary
Functions
18.2.5.1 The following Sections set forth performance parameters for
Network Elements and Ancillary Functions. U S WEST shall provide
performance equal to or better than all of the applicable
requirements set forth in this Section. Unless otherwise noted,
requirements and objectives are given in terms of specific
limits.
18.2.5.2 Within ninety (90) days of the Effective Date of this Agreement,
U S WEST will analyze the following performance criteria with
respect to the standards identified herein and document the U S
WEST deviations consistent with the processes outlined in
Sections 1.3.1 and 1.3.2 in Part A of this Agreement.
18.2.5.3 Transmission path impairments may be classified as either analog
or digital and will depend on the nature of the signal
transmitted across the Network Element. Analog impairments are
introduced on any analog portion of the Loop, typically between
the NID portion of Loop Distribution and the analog to digital
(AID) conversion, and are usually correlated with the length of
the physical plant. Digital impairments are introduced by A/D
conversion and by interfaces between digital Network Elements.
In addition, noise can be introduced by either analog
transmission or the A/D conversion.
18.2.5.4 Loop Combination Architecture Constraints
18.2.5.4.1 The following constraints will limit not only the
variety of Loop Combination architectures that may be
considered, but also the architectures U S WEST may consider to
deliver any Ancillary Function or Network Element provided by
USWC to Pac-West unless otherwise specified by Pac-West. These
constraints apply to the entire path between the NID portion of
Loop Distribution and the U S WEST switch. Any exceptions to
these restrictions shall be specifically requested or approved
by Pac-West in writing.
18.2.5.4.1.1 No more than one (1) pair of A-D conversion.
18.2.5.4.1.2 No more than one (1), 2-to-4-wire hybrid.
18.2.5.4.1.3 No voice compression.
18.2.5.4.1.4 No echo canceled or suppressers.
18.2.5.4.1.5 One (1) digital loss pad per PBX.
18.2.5.4.1.6 No digital gain.
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18.2.5.4.1.6 No additional equipment that might
significantly increase intermodulation
distortion.
18.2.5.5 Transmission Impairments
18.2.5.5.1 Analog Impairments
18.2.5.5.1.1 Analog impairments are those introduced on portions of
the end-to-end circuit on which communications signals are
transmitted in analog format. These portions of the transmission
path would typically be between NID and an A/D conversion, most
commonly on the metallic loop. The performance on the analog
portion of a circuit is typically inversely proportional to the
length of that circuit.
18.2.5.5.1.2 Loss
18.2.5.5.1.2.1 Electrical loss is measured using a 1004 Hz
test tone at zero (0.0) db at one milliwatt into a 900 ohm
termination.
18.2.5.5.1.2.2 [Intentionally left blank for numbering
consistency)
18.2.5.5.1.3 Idle Channel Circuit Noise
18.2.5.5.1.3.1 Idle channel circuit noise (C-message) is added
by analog facilities, by the A/D conversion of signals, by
digital processing equipment (e.g., echo cancelers, digital
loss pads), robbed bit signaling, and errors on digital
facilities.
18.2.5.5.1.4 Talker Echo
18.2.5.5.1.4.1 The primary source of echo is improper
impedance matching at the 2-to-4 wire hybrid in the U S WEST
network. The impact on subscriber perception is a function of
both echo return loss and delay.
18.2.5.5.1.5 Listener Echo
18.2.5.5.1.5.1 Listener echo is a double reflection of a
transmitted signal at two (2) different impedance mismatches
in the end-to-end connection. While in extreme cases it can
degrade voice transmission performance, listener echo is
primarily an issue for voiceband data.
18.2.5.5.1.6 Propagation and Processing Delay
18.2.5.5.1.6.1 Propagation delay is the delay involved in
transmitting information from one location to another. It is
caused by processing delays of equipment in the network and
delays associated with traveling across transmission
facilities.
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18.2.5.5.1.6.2 U S WEST shall cooperate with Pac-West to limit total
service propagation and processing delay to levels at parity with those
within the U S WEST local network.
18.2.5.5.1.7 Signal-to-Noise Ratio
18.2.5.5.1.7.1 The Signal-to-Noise ratio (S/N) is a critical parameter
in determining voiceband data performance. It is typically measured
with a 1004 Hz tone.
18.2.5.5.1.8 C-Notched Noise
18.2.5.5.1.9 Attenuation Distortion
18.2.5.5.1.9.1 Attenuation distortion, also known as frequency
distortion or gain slope, measures the variations in loss at different
frequencies across the voice frequency spectrum (200 Hz - 3400 Hz). It
is measured by subtracting the loss at 1004 Hz from the loss at the
frequency of interest.
18.2.5.5.1.10 Envelope Delay Distortion
18.2.5.5.1.10.1 Envelope Delay Distortion ("EDD") measures the
difference in transit time of signals at different frequencies. EDD is
measured relative to the transit time of a 1704 Hz tone, and is given
in microseconds. EDD is used as an approximation of the group delay of
the channel.
18.2.5.5.1.11 Phase Jitter
18.2.5.5.1.11.1 Phase jitter measures the unwanted angular modulation
of a signal. It is caused by noise or the actual modulation of the
signal by another unwanted signal. It displaces the zero crossings of a
signal. It is measured in terms of peak-to-peak deviations of a 1004 Hz
tone from its nominal zero crossings, and in a particular frequency
band (200-300 HZ and either 4-300 Hz or 2-300 Hz). Phase jitter impacts
voiceband data performance and can make modems more susceptible to
other impairments, including noise.
18.2.5.5.1.12 Amplitude Jitter
18.2.5.5.1.12.1 Amplitude jitter is any deviation of the peak value of
a 1004 Hz signal from its nominal value. Excessive amounts can impair
voiceband data performance. It is primarily caused by noise but can
also be caused by phase jitter, gain hits, or single frequency
interference.
18.2.5.5.1.13 Intermodulation Distortion
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18.2.5.5.1.13.1 Intermodulation distortion ("IMD") measures non-linear
distortions of a signal. It compares the power of harmonic tones to the
power of the transmitted tones. It is measured for both the second and
third harmonics of the transmitted tones. IMID is caused by compression
or clipping and can impair voiceband data performance.
18.2.5.5.1.14 Impulse Noise
18.2.5.5.1.14.1 Impulse noise is a sudden and large increase in noise
on a channel for a short duration of time. Impulse noise is measured as
a count of the number of times a noise threshold is exceeded during a
given time period (typically 5 or 15 minutes). It is caused by
protection switching, maintenance activities, electromechanical
switching systems, digital transmission errors, and line coding
mismatches. Impulse noise sounds like clicking noises or static on
voice connections. Impulse noise impairs voiceband data performance.
18.2.5.5.1.15 Phase Hits
18.2.5.5.1.15.1 Phase hits are a sudden change in the phase of a signal
lasting at least four (4) milliseconds. Phase hits are measured using a
threshold that indicates how much the phase of the signal has changed
with respect to its nominal phase. Phase hits are caused by protection
switching and slips or other synchronization errors. Phase hits can
impair voiceband data performance.
18.2.5.5.1.16 Gain Hits
18.2.5.5.1.16.1 Gain hits are sudden changes in the level of a signal
that last at least four (4) milliseconds. Gain hits are measured
against a threshold of typically 2-5 dB relative to the signal's
nominal level. Gain hits are usually caused by protection switches and
can impair voiceband data performance.
18.2.5.5.1.17 Dropouts
18.2.5.5.1.17.1 Dropouts are drops in the level of a signal of 12 dB or
more for at least four (4) milliseconds. They are caused by protection
switching events, radio fading, and conditions causing digital carrier
systems to lose frame. Dropouts are critical for voiceband data
performance but, if severe enough, will also affect voice quality.
18.2.5.5.1.18 Frequency Shift
18.2.5.5.1.18.1 Frequency shift measures any frequency changes that
occur when a signal is transmitted across a channel. It is typically
measured using a 1004 Hz tone. Frequency shift has very little impact
on
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voice or voiceband data performance; however, round-trip frequency
shifts can affect the ability of echo cancelers to remain converged.
18.2.5.5.1.19 Crosstalk
18.2.5.5.1.19.1 Crosstalk is the presence of signals from other
telephone connections on a circuit. Crosstalk can be either
intelligible, when speech from other connections can be heard and
understood, or unintelligible. Crosstalk is caused by inter-channel
interference on the transmission system. Crosstalk is difficult to
measure: it requires correlating signals on different circuits or using
human listeners to identify its presence. Trouble reports may be used
to estimate the probability of crosstalk.
18.2.5.5.1.20 Clipping
18.2.5.5.1.20.1 Clipping occurs when part of a transmitted signal is
dropped and does not reach the receiving portion on a connection. It
can be caused by Digital Speech Interpolation ("DS1") equipment used in
Digital Circuit Multiplication Systems ("DCMS") which increase the
amount of traffic that transmission facilities carry, and by echo
cancelers or echo suppressers.
18.2.5.5.1.21 Digital Impairments
18.2.5.5.1.21.1 Digital impairments occur in the signal wherever it is
transmitted in digital format. These errors are usually introduced upon
conversion of the signal from analog to digital, as well as at
interfaces between digital components. While many digital impairments
have little impact on subjective voice quality, they can impact data
performance.
18-2.5.5.1.22 Signal Correlated Distortion
18.2.5.5.1.22.1 Signal correlated distortion ("SCD") is unwanted noise
or distortion introduced into a signal through the conversion of a
signal from analog to digital format or through digital processing that
changes the transmitted signal. SCD affects performance when a signal
is being transmitted. The primary sources of SCD are signal encoders,
echo cancelers, digital loss pads, and robbed bit signaling. SCD
affects both voice and data performance.
18.2.5.5.1.22.2 [Left Blank Intentionally]
18.2.5.5.1.23 Slips
18.2.5.5.1.23.1 Slips occur when a frame of digital data is either
deleted or repeated because of differences in the clocks used to
synchronize digital facilities. Slips sound like clicks or pops on
voice calls and have major impact on data performance.
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18.2.5.5.1.24 Digital Timing Jitter and Wander
18.2.5.5.1.24.1 Digital timing jitter is the unwanted phase modulation
of digital signals at rates above 10 Hz. Wander is the unwanted phase
modulation, of digital signals at rates below 10 Hz. Digital timing
jitter is caused by imperfections in the timing recovery process of
regenerators and the stuffing synchronization process used by
multiplexer/demultiplexers. Wander is caused by slowly varying changes
in digital signal phase due to clock frequency offset and drift,
changes in propagation delay of terrestrial facilities due to
temperature changes and changes in the distance of satellites from the
earth. These events have a major impact on data performance.
18.2.5.5.1.25 DS-1 Errored Seconds
18.2.5.5.1.25.1 An Errored Second ("ES") on a DS-1 facility is any
second during which at least 1 bit is in error. The impact of an ES on
performance depends on the number of errors that occur during a second.
Typically, voice performance is not significantly impacted by ES but it
can cause errors in data transmissions.
18.2.5.5.1.26 DS-1 Severely Errored Seconds
18.2.5.5.1.26.1 A severely Errored Second ("SES") is any second during
which a DS-1 has an error rate exceeding 0.001. An SES can be caused by
a loss of framing, a slip, or a protection switch. SESs have impacts on
both voice and data performance. For voice, a SES will sound like a
burst of noise or static. SESs that occur during a data transmission
cause a significant burst of errors and can cause modems to retrain.
18.2.5.5.1.27 Short Failure Events
18.2.5.5.1.27.1 A Short Failure Event ("SFE") is a Loss of Frame
("LOF") event of less than two (2) minutes' duration. An LOF event is
declared when, on detection of a Loss of Signal ("LOS") or Out-of-Frame
("OOF"), a rise-slope-type integration process starts that declares a
LOF after 2.5 (plus or minus) 0.5 sec. of continuous LOS or OOF. If the
LOS or OOF is intermittent the integration process shall decay at a
slope of 1/5 the rise slope during the period when the signal is
normal. Thus, if the ratio of a LOS or OOF to a normal signal is
greater than 1/2, a LOF will be declared. A LOS condition shall be
declared when the Network Channel Terminating Equipment has determined
that 175 (plus or minus) 75 successive pulse positions with no pulses
of either positive or negative polarity have occurred. An OOF condition
shall be declared when either network equipment or digital terminal
equipment detects errors in the framing pattern.
18.2.5.6 Service Availability and Reliability
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Availability refers to the time period during which the service is up
and usable for its intended purpose. Reliability refers to the
probability that a task, once begun, will be successfully completed.
18.2.5.6.1 Blocked Calls
18.2.5.6.1.1 Blocking is the fraction of call origination attempts
denied service during a stated measurement period. Blocking occurs
because of competition for limited resources within the network.
18.2.5.6.2 Downtime
Downtime is the period of time a system is in a failed state.
18.2.5.6.3 Dial Tone Delay
18.2.5.6.3.1 Dial-Tone Delay is the time period between a subscriber
offshoot and the receipt of dial tone from an originating end office.
Dial-Tone Delay has a significant effect on subscriber opinion of
service quality.
18.2.5.6.4 Dial Tone Removal
18.2.5.6.4.1 Dial tone removal is the time between recognition of the
first address digit to the removal of dial tone on the line.
18.2.5.6.5 Post Dial Delay
18.2.5.6.5.1 Post Dial Delay ("PDD") is the amount of time a caller must
wait after entering or dialing the last digit of a Destination Telephone
Number ("DTN") before hearing a valid audible network response. The PDD
for an end user is measured from the time the caller has pressed or
dialed the last digit of a DTN until receipt of an audible network
response.
18.2.5.6.5.2 The requirements given reflect an end-to-end CCS7 protocol
for Pac-West end users. Where a mixture of CCS7 and inband (MF)
signaling protocols are employed, an increase in the PDD can be
expected.
18.2.5.6.5.2.1 PDD I - A - Intra LSO
18.2.5.6.5.2.1.1 Intra-LSO calls do not employ external
signaling protocols. The PDD for intra-LSO calls flows are
dependent upon the processor cycle time and traffic load
conditions. This PDD is assumed to be between subscribers on
the same LSO, between the Remote Switch Modules ("RSM") on the
same host, or between an RSM and host subscribers.
18.2.5.6.5.2.2 PDD1 - B - LSO to Another Local LSO
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18.2.5.6.5.2.3 PDD1 - C - Pac-West LSO to Other LSO
18.2.5.6.5.2.3.1 Calls from an Pac-West LSO to other LSOs are
dependent upon the interface agreements between Pac-West and
the LSO service provider and may employ CCS7, inband (MF) or a
combination of both protocols.
18.2.5.6.5.2.3.2 [Intentionally left blank for numbering
consistency]
18.2.5.6.5.2.3.2.1 Network Inter-Connect, CCS7 between
Pac-West and the LEC.
18.2.5.6.5.2.3.2.2 Inband Multifrequency ("MF") signaling
protocols without a U S WEST egress tandem in the connection.
18.2.5.6.5.2.3.2.3 Inband MF signaling protocols with a U S
WEST egress tandem in the connection.
18.2.5.6.5.2.3.2.3.1 Calls from an Pac-West LSO to other LSOs
outside the local service area are assumed to have multiple
STPs for 1+ traffic in the access and PSTN portion of the
connection. The egress from the PSTN for 1+ traffic is again
dependent upon the interface Agreements in that service area
and may consist of CCS7 or inband MF protocols.
18.2.5.6.5.2.4 Impact of Number Portability (NP)
18.2.5.6.5.2.5 Custom Local Area Subscriber Services (CLASS)
18.2.5.6.5.2.6 Partial Dial Timing
18.2.5.6.5.2.6.1 The interval between each information digit
from a subscriber's line, until the LSO or switching system has
determined that the digit string is incomplete.
18.2.5.7 Local Switching
18.2.5.8 Operator Systems
Operator System connections shall comply with the requirements for the Loop
Combination, Local Switching, Operator Service, and Directory Assistance Service
requirements.
18.2.5.9 Common Transport
Specific requirements for this Network Element or Ancillary Function are in the
Common Transport Section of this Attachment. In all cases the performance of
this Network Element shall meet the general requirements stated in "General
Performance Requirements." Allocation of impairments shall be negotiated
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between Pac-West and U S WEST consistent with sound engineering
principles.
18.2.5.10 Dedicated Transport
Specific requirements for this Network Element are in the Dedicated
Transport Section of this Attachment. In all cases the performance
of this Network Element shall meet the general requirements stated
in "General Performance Requirements." Allocation of impairments
shall be negotiated between Pac-West and U S WEST consistent with
sound engineering principles.
18.2.5.11 Signaling Transfer Points
Specific requirements for this Network Element are in the Signaling
Transfer Points Section of this Attachment. In all cases the
performance of this Network Element shall meet the general
requirements stated in "General Performance Requirements."
Allocation of impairments shall be negotiated between Pac-West and
U S WEST.
18.2.5.12 Signaling Link Transport
Specific requirements for this Network Element are in the Signaling
Link Transport Section of this Attachment. In all cases the
performance of this Network Element shall meet the general
requirements stated in "General Performance Requirements."
Allocation of impairments shall be negotiated between Pac-West and
U S WEST consistent with sound engineering principles.
18.2.5.13 SCPs/Databases
The performance requirements for Databases (NP, LIDB, E911, etc.)
vary depending on the Database and the applications it supports.
Database-specific performance requirements are included in the
Sections of this Attachment addressing individual Network Elements
and in applicable Bellcore documents. In all cases, the query
response time, availability, accuracy, updating capabilities, and
other performance parameters shall at least be at parity with those
services as provided by U S WEST to itself.
18.2.5.14 Tandem Switching
Specific requirements for this Network Element are in the Tandem
Switching Section of this Attachment. In all cases the performance
of this Network Element shall meet the general requirements stated
in "General Performance Requirements." Allocation of impairments
shall be negotiated between Pac-West and U S WEST consistent with
sound engineering principles.
18.2.6 Test and Verification
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18.2.6.1 U S WEST shall provide unbundled Network
Elements to Pac-West in such a way as to not
unreasonably interfere with Pac-West's
ability to confirm acceptable performance of
the Network Elements provided by U S WEST to
Pac-West through the use of Pac-West test
equipment located in its collocated space.
18.2.6.2 At Pac-West's request through the Bona Fide
Request process, if not generally available,
U S WEST will provide access to the Network
Element sufficient for Pac-West to test the
performance of that Network Element to
Pac-West's satisfaction.
18.2.6.3 At Pac-West's request, U S WEST will perform
tests to confirm acceptable performance and
provide Pac-West with documentation of test
procedures and results in conformance with U
S WEST's internal practices. Additional test
procedures may be requested by Pac-West
through the Bona Fide Request process if not
generally available.
18.3 Protection, Restoration, and Disaster Recovery
18.3.1 Scope:
This Section refers specifically to requirements on
the use of redundant network equipment and facilities
for protection, restoration, and disaster recovery.
18.4 Synchronization
18.4.1 Definition:
Synchronization is the function which keeps all
digital equipment in a communications network
operating at the same average frequency. With respect
to digital transmission, information is coded into
discrete pulses. When these pulses are transmitted
through a digital communications network, all
synchronous Network Elements are traceable to a
stable and accurate timing source. Network
synchronization is accomplished by timing all
synchronous Network Elements in the network to a
stratum 1 traceable source so that transmission from
these network points have the same average line rate.
18.4.2 Technical Requirements
The following requirements are applicable to the case
where U S WEST provides synchronization to equipment
that Pac-West owns and operates within a U S WEST
location. In addition, these requirements apply to
synchronous equipment that is owned by U S WEST and
is used to provide a Network Element to Pac-West.
18.4.2.1 The synchronization of clocks within digital
networks is divided into two parts:
intra-building and inter-building. Within a
building, a single clock is designated as
the Building Integrated Timing Supply
("SITS"), which provides all of the DS-1 and
DS-0 synchronization references required by
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other clocks in such building. This is referred to as
intra-building synchronization. The BITS receives
synchronization references from remotely located BITS such as
a primary reference source. Synchronization of BITS between
buildings is referred to as inter-building synchronization.
18.4.2.2 To implement a network synchronization plan, clocks within
digital networks are divided into four stratum levels. All
clocks in strata 2, 3, and 4 are synchronized to a stratum 1
clock, that is, they are traceable to a stratum 1 clock. A
traceable reference is a reference that can be traced back
through some number of clocks to a stratum 1 source. Clocks in
different strata are distinguished by their free running
accuracy or by their stability during trouble conditions such
as the loss of all synchronization references.
18.4.2.2.1 Intra-Building
Within a building, there may be different kinds of equipment
that require synchronization at the DS-1 and DS-0 rates.
Synchronization at the DS-1 rate is accomplished by the
frequency synchronizing presence of buffer stores at various
DS-1 transmission interfaces. Synchronization at the DS- rate
is accomplished by using a composite clock signal that phase
synchronizes the clocks. Equipment requiring DS-0
synchronization frequently does not have adequate buffer
storage to accommodate the phase variations among different
equipment. Control of phase variations to an acceptable level
is accomplished by externally timing all interconnecting DS-0
circuits to a single clock source and by limiting the
interconnection of DS-0 equipment to less than 1,500 cable
feet. Therefore, a BITS shall provide DS-1 and composite clock
signals when the appropriate composite signal is a 64-kHz
5/8th duty cycle, return to zero with a bipolar violation
every eighth pulse (B8RZ).
18.4.2.2.2 Inter-Building
U S WEST shall provide inter-building synchronization at the
DS-1 rate, and the BITS shall accept the primary and/or
secondary synchronization links from BITS in other buildings
where necessary. From hierarchical considerations, the BITS
shall be the highest stratum clock within the building and U S
WEST shall provide operations capabilities. When available,
such capability includes, but is not limited to,
synchronization reference provisioning; synchronization
reference status inquiries; timing mode status inquiries; and
alarm conditions.
18.4.3 Synchronization Distribution Requirements
18-4.3.1 Central office BITS shall contain redundant clocks meeting or
exceeding the requirements for a stratum 3 clock as specified
in ANSI T1.101-1994 and ANSI TI.105.09 and Bellcore
GR-NWT-001244 Clocks for the Synchronized Network: Common
Genetic Criteria.
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18.4-3.2 Central office BITS shall be powered by primary and backup
power sources.
18.4.3.3 If both reference inputs to the BITS are interrupted or in a
degraded mode (meaning off frequency greater than twice the
minimum accuracy of the BITS, loss of frame, excessive bit
errors, or in Alarm Indication Signal), then the stratum
clock in the BITS shall provide the necessary bridge in
timing to allow the network to operate without a frame
repetition or deletion (slip free) with better performance
than specified in these technical references specified in
18.4.3.1.
18.4.3.4 DS-1 s multiplexed into a SONET synchronous payload envelope
within an STS-n (where "n" is defined in ANSI T1.105-1995)
signal shall not be used as reference facilities for network
synchronization.
18.4.3.5 The total number of Network Elements cascaded from the
stratum 1 source shall be minimized.
18.4.3.6 A Network Element shall receive the synchronization reference
signal only from another Network Element that contains a
clock of equivalent or superior quality (stratum level).
18.4.3.7 U S WEST shall select for synchronization those facilities
shown to have the greatest degree of availability (absence of
outages).
18.4.3.8 Where possible, all primary and secondary synchronization
facilities shall be physically diverse (this means the
maximum feasible physical separation of synchronization
equipment and cabling).
18.4.3.9 No timing loops shall be formed in any combination of primary
and secondary facilities.
18.4.3.10 U S WEST shall continuously monitor the BITS for
synchronization related failures.
18.4.3.11 U S WEST shall continuously monitor all equipment
transporting synchronization facilities for synchronization
related failures.
18.4.3.12 For non-SONET equipment, U S WEST shall provide
synchronization facilities which, at a minimum, comply with
the standards set forth in ANSI T1.101-1994.
18.4.3.13 For SONET equipment U S WEST shall provide synchronization
facilities that have time deviation (TDEV) for integration
times greater than 0.05 seconds and less than or equal to ten
(10) seconds, that is less than or equal to 100 nanoseconds.
TDEV, in nanoseconds, for integration times greater than ten
(10) seconds and less than 1000 seconds, shall be less than
31.623 times the square-root of the integration time.
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18.5 SS7 Network Interconnection
18.5.1 Definition:
SS7 Network Interconnection is the interconnection of Pac-West
local Signaling Transfer Point (STPs) with U S WEST STPs. This
interconnection provides connectivity that enables the
exchange of SS7 messages among U S WEST switching systems and
databases, Pac-West local or tandem switching systems, and
other third-party switching systems directly connected to the
U S WEST SS7 network.
18.5.2 Technical Requirements
18.5.2.1 SS7 Network Interconnection shall provide signaling
connectivity to all components of the U S WEST SS7
network through U S WEST STPs. These include:
18.5.2.1.1 US WEST local or tandem switching systems;
18.5.2.1.2 U S WEST databases; and
18-5.2.1.3 other third-party local or tandem
switching systems.
18.5.2.2 The connectivity provided by SS7 Network
Interconnection shall support the functions of U S
WEST switching systems and databases and Pac-West or
other third-party switching systems with A-link
access to the U S WEST SS7 network.
18.5.2.3 SS7 Network Interconnection shall provide transport
for certain types of Transaction Capabilities
Application Part ("TCAP") messages. If traffic is
routed based on dialed or translated digits between
an Pac-West local switching system and a U S WEST or
other third-party local switching system, either
directly or via a U S WEST tandem switching system,
then it is a requirement that the U S WEST SS7
network convey via SS7 Network Interconnection the
TCAP messages necessary to provide Call Management
services (Automatic Callback, Automatic Recall, and
Screening List Editing) between the Pac-West local
STPs and the U S WEST or other third-party STPs.
18.5.2.4 When the capability to route messages based on
Intermediate Signaling Network Identifier ("ISNI") is
generally available on U S WEST STPs, the U S WEST
SS7 Network shall also convey TCAP messages using SS7
Network Interconnection in similar circumstances
where the U S WEST switch routes traffic based on a
Carrier Identification Code ("CIC").
18.5.2.5 SS7 Network Interconnection shall provide all
functions of the MTP as specified in ANSI T1. 111.
This includes:
18.5.2.5.1 Signaling Data Link functions, as
specified in ANSI T1.111.2;
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18.5.2.5.2 Signaling Link functions, as specified in
ANSI T1.111.3; and
18.5.2.5.3 Signaling Network Management functions, as
specified in ANSI T1. 111.4.
18.5.2.6 SS7 Network Interconnection shall provide all
functions of the SCCP necessary for Class 0 (basic
connectionless) service, as specified in ANSI T1. 112.
18.5.2.7 Where the destination signaling point is a U S WEST
switching system or database, or is another third-party
local or tandem switching system directly connected to
the U S WEST STPs (SS7 network), SS7 Network
Interconnection shall include final GTT of messages to
the destination and SCCP Subsystem Management of the
destination.
18.5.2.8 Where the destination signaling point is an Pac-West
local or tandem switching system, SS7 Network
Interconnection shall include intermediate GTT of
messages to a gateway pair of Pac-West local STPs, and
shall not include SCCP Subsystem Management of the
destination.
18.5.2.9 SS7 Network Interconnection shall provide all functions
of the Integrated Services Digital Network User Part
(ISDNUP), as specified in ANSI T1. 113.
18.5.2.10 SS7 Network Interconnection shall provide all functions
of the TCAP, as specified in ANSI T1. 114.
18.5.2.11 If and when inter-network MTP Routing Verification Test
(MRVT) and SCCP Routing Verification Test (SRVT) become
approved ANSI standards and available capabilities of
both U S WEST and Pac-West STPs, SS7 Network
Interconnection shall provide these functions of the
OMAP.
18.5.2.11.1 The Parties shall develop a mutually agreed
upon interim process for MRVT and SRVT within ninety
(90) days of the Effective Date of this Agreement.
Either Party shall be allowed to shut off MRVT/SRVT for
preservation of network integrity.
18.5.2.12 SS7 Network Interconnection shall be equal to or better
than the following performance requirements:
18.5.2.12.1 MTP Performance, as specified in ANSI T1.
111.6;
18.5.2.12.2 SCCP Performance, as specified in ANSI T1.
112.5; and
18.5.2.12.3 ISDNUP Performance, as specified in ANSI
T1. 113.5.
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18.5.3 Interface Requirements
18.5.3.1 U S WEST shall offer the following SS7 Network
Interconnection options to connect Pac-West or
Pac-West-designated STPs to the U S WEST STPs (SS7
network):
18.5.3.1.1 D-link interface from Pac-West STPs.
18.5.3.2 Each interface shall be provided by one or more sets
(layers) of signaling links, as follows:
18.5.3.2.1 A D-link layer shall consist of four links.
18-5.3.3 The Signaling Point of Interconnection ("SPOI") for each
link shall be located at a cross-connect element, (e.g.,
DSX-1) in the central office where the U S WEST STPs are
located. There shall be a DS-1 or higher rate transport
interface at each of the SPOls. Each signaling link
shall appear as a DS-0 channel within the DS-1 or higher
rate interface.
U S WEST shall offer higher rate DS-1 signaling links
for interconnecting Pac-West local switching systems or
STPs with U S WEST STPs as soon as these become approved
ANSI standards and available capabilities of U S WEST
STPs.
18.5.3.3.1 In each LATA, there will be two (2) SPOls.
The requirement for two SPOIs is driven by the critical
importance attached by the Parties to signaling link
diversity.
18.5.3.3.2 Each Party will designate one (1) of the two
(2) SPOIs in a reasonable and efficient location in the
LATA. A SPOI can be any existing cross connect point in
the LATA.
18.5.3.3.3 Each signaling link requires a port on each
Party's STP.
18.5.3.4 Where available, the U S WEST central office shall
provide intraoffice diversity between the SPOIs and the
U S WEST STPs, so that no single failure of intraoffice
facilities or equipment shall cause the failure of both
D-links in a layer connecting to U S WEST's STPs.
18.5.3.5 The protocol interface requirements for SS7 Network
Interconnection include the MTP, ISDNUP, SCCP and TCAP.
These protocol interfaces shall conform to the following
specifications:
18.5.3.5.1 Bellcore GR-905-CORE, Common Channel
Signaling Network Interface Specification (CCSNIS)
Supporting Network Interconnection, Message Transfer
Part (MTP), and Integrated Services Digital Network User
Part (ISDNUP);
18.5.3.5.2 Bellcore GR-1428-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Toll Free Service;
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18.5.3.5.3 Bellcore GR-1429-CORE, CCS Network
Interface Specification (CCSNIS) Supporting Call
Management Services; and
18.5.3.5.4 Bellcore GR-1432-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Signaling Connection
Control Part (SCCP) and Transaction Capabilities
Application Part (TCAP).
18.5.3.6 To the extent technically feasible, U S WEST shall set
message screening parameters to block accept messages
from Pac-West local or tandem switching systems destined
to any signaling point in the U S WEST SS7 network with
which the Pac-West switching system has a legitimate
signaling relation.
18.5.4 SS7 Network Interconnection shall be equal to or better than all
of the requirements for SS7 Network Interconnection set forth in
the following technical references:
18.5.4.1 ANSI T1.110-1992 American National Standard
Telecommunications Signaling System Number 7 (SS7) -
General Information;
18.5.4.2 ANSI T1. 111-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Message Transfer Part (MTP);
18.5.4.3 ANSI T1. 111A-1994 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Message Transfer Part (MTP) Supplement;
18.5.4.4 ANSI T1. 112-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Signaling Connection Control Part (SCCP);
18.5.4.5 ANSI T1. 113-1995 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Integrated Services Digital Network (ISDN) User Part;
18.5.4.6 ANSI T1. 114-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Transaction Capabilities Application Part (TCAP);
18.5.4.7 ANSI T1. 115-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Monitoring and Measurements for Networks;
18.5.4.8 ANSI T1. 116-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Operations, Maintenance and Administration Part (OMAP);
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18.5.4.9 ANSI T1. 118-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Intermediate Signaling Network Identification (ISNI);
18.5.4.10 Bellcore GR-905-CORE, Common Channel Signaling Network
Interface Specification (CCSNIS) Supporting Network
Interconnection, Message Transfer Part (MTP), and
Integrated Services Digital Network User Part (ISDNUP);
18.5.4.11 Bellcore GR-954-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Line Information
Database (LIDB) Service;
18.5.4.12 Bellcore GR-1428-CORE, CCS Network Interface
Specification ("CCSNIS") Supporting Toll Free Service;
18.5.4.13 Bellcore GR-1429-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Call Management
Services; and
18.5.4.14 Bellcore GR-1432-CORE, CCS Network Interface
Specification (CCSNIS) Supporting Signaling Connection
Control Part (SCCP) and Transaction Capabilities
Application Part (TCAP).
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Attachment 4
TABLE OF CONTENTS
1. Definitions .............................................1
2. General Description .....................................1
3. Location of Interconnection .............................2
4. Collocation .............................................2
5. Entrance Facility .......................................2
6. Quality of Interconnection ..............................2
7. Points of Interconnection ...............................2
8. Trunking Requirements ...................................3
9. Service Interruptions ...................................5
10. Forecasting ............................................5
11. Signaling ..............................................7
12. Ordering ...............................................8
13. Network Management .....................................8
14. Usage Measurement ......................................9
15. Audiotext and Mass Announcement Services ...............9
16. Interconnection to Network Elements ....................9
17. Reciprocal Traffic Exchange ............................12
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INTERCONNECTION
1. Definitions
1.1 For purposes of this Attachment 4, "Interconnection" is the
linking of the U S WEST and Pac-West networks for the mutual
exchange of traffic. Interconnection does not include the
transport and termination of traffic. Interconnection is
provided by virtual or physical collocation, entrance
facilities or meet point arrangements.
2. General Description
2.1 U S WEST will provide Interconnection at any technically
feasible point, subject to negotiations between the Parties;
such points may include, but not be limited to, a Meet Point,
the line side distribution frame of the local switch, the
trunk side distribution frame of the local switch, trunk
interconnection points of the tandem switch, central office
cross-connect points, and Signaling Transfer Points necessary
to exchange traffic and access call related databases.1
2.2 Pac-West shall designate at least one POI in the LATA in which
Pac-West originates local traffic and interconnects with U S
WEST.(2) 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,
Pac-West and U S WEST will jointly provision the fiber optic
facilities that connect the two (2) networks and shall share
the financial and other responsibilities for that facility.
2.3 Within ten (10) Business Days of Pac-West's request for any
POI, U S WEST shall provide any information in its possession
or available to it regarding the environmental conditions of
the interconnection route or location including, but not
limited to, the existence and condition of asbestos, lead
paint, hazardous substance contamination, or radon.
Information is considered "available" under this Agreement if
it is in U S WEST's possession, or in the possession of a
current or former agent, contractor, employee, lessor, or
tenant of U S WEST's.
2.4 U S WEST shall allow Pac-West to perform any environmental
site investigations, including, but not limited to, asbestos
surveys, Pac-West deems to be necessary in support of its
collocation needs. Pac-West shall advise U S WEST in writing
of its intent to conduct any such investigations, and shall
receive written approval from U S WEST to proceed with the
investigation, which approval shall not be unreasonably
withheld. Pac-West shall indemnify U S WEST in accordance with
the provisions of Section 18 of Part A of this Agreement for
any loss or claim for damage suffered by U S WEST as a result
of Pac-West's actions during any site inspection.
- ----------
1 MCIm Order, p. 6 at Issue 2 and AT&T Order at Issue 3(a).
2 MCIm Order, p. 6 at Issue 2 and AT&T Order at Issue 3(a).
1
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3. Location of Interconnection
3.1 Pac-West will be responsible for implementing and maintaining
its network on its side of the POI. U S WEST will be
responsible for implementing and maintaining its network on
its side of the POI. If and when the Parties choose to
interconnect at a Meet Point, Pac-West and U S WEST will
jointly provision the fiber optic facilities that connect the
two networks and shall proportionately share the financial and
other responsibilities for that facility based on the
reasonably negotiated Meet Point percentage.
3.2 If Interconnection is complicated by the presence of
environmental contamination or hazardous materials, and an
alternative route is available, U S WEST shall make such
alternative route available for Pac-West's consideration.
4. Collocation
4.1 Interconnection may be accomplished through either virtual or
physical Collocation. The terms and conditions under which
Collocation will be available are described in Part A of this
Agreement.
5. Entrance Facility
5.1 Interconnection may be accomplished using an entrance facility
without the need for collocation. An entrance facility extends
from the Point of Interface to a point within a U S WEST
central office.
6. Quality of Interconnection
6.1 U S WEST will not, for the purpose of Interconnection, provide
to Pac-West less favorable terms and conditions than it
provides itself or any other Person or in a manner less
efficient than it would impose on itself or any other Person.
The quality of Interconnection will be at least equal to that
U S WEST provides to itself or any other Person. To the extent
that Pac-West requests higher or lower quality
Interconnection, Pac-West agrees to use the Bona Fide Request
process described in Part A of this Agreement.
7. Points of Interconnection
7.1 Upon a request for specific point to point routing, U S WEST
will make available to Pac-West information indicating the
location and technical characteristics of U S WEST's network
facilities. The following alternatives are negotiable and
include, but are not limited to: (a) a DS-1 or DS-3 entrance
facility, where facilities are available (where facilities are
not available and U S WEST is required to build special or
additional facilities, special construction charges may
apply); (b) virtual collocation; (c) physical collocation; and
(d) negotiated Meet Point facilities. Each Party is
responsible for providing its own facilities up to the Meet
Point. The Parties will negotiate the facilities arrangement
between their networks.
2
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8. Trunking Requirements
8.1 U S WEST agrees to provide designed interconnection facilities
that meet the same industry standards for technical criteria
and service standards, such as the probability of blocking in
peak hours and transmission standards.
8.2 The Parties shall initially reciprocally terminate local
exchange traffic and intraLATA/interLATA toll calls
originating on each other's networks as follows:
8.2.1 There shall be no restrictions on traffic types
carried. Until the access structure is revised, to
accommodate non-segregated traffic, pursuant to rules
promulgated by the FCC or the Commission, two-way
trunk groups will be established wherever practical,
based upon Pac-West's request. If Local Traffic and
Toll Traffic are combined in one (1) trunk group,
Pac-West shall provide a measure of the amount of
local and toll traffic relevant for billing purposes
to U S WEST. U S WEST may audit the traffic reported
to it by Pac-West if it has reason to believe the
reported measurement is not accurate. Such audit
shall be conducted in accordance with the Audit
Section set forth in this Agreement.(3) Exceptions to
this provision will not be based on technical
infeasibility, but will be based on billing,
signaling, and network requirements. For example,
exceptions include: (a) billing requirements -
switched access vs. local traffic, (b) signaling
requirements - MF vs. SS7, (c) network requirements -
Directory Assistance traffic to TOPS tandems, and (d)
one-way trunks for 911/E911. The following is the
current list of traffic types that require separate
trunk groups, unless otherwise specifically stated in
this Agreement:
(a) intraLATA toll and interLATA switched access
trunks
(b) EAS/local trunks
(c) Directory Assistance trunks
(d) 911/E911 trunks
(e) Operator Services trunks
(f) Non-U S WEST toll(transit toll to other
providers)
(g) Non-U S WEST local (transit local to
other providers)
(h) Commercial Mobile Radio Service/Wireless
traffic
8.3 Separate trunk groups will be established connecting
Pac-West's switch or Pac-West's Operator Service center to U S
WEST's Operator Service center for operator-assisted busy line
interrupt/verify. For traffic from the U S WEST network to
Pac-West for Operator Services, U S WEST will provide one (1)
trunk group per LATA served by the local U S WEST switch.
- ----------
3 AT&T Order, p. 37.
3
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8.4 Trunk Servicing
8.4.1 Orders between the Parties to establish, add, change or
disconnect trunks shall be processed by use of an Access
Service Request ("ASR") or another industry standard for local
service ordering.
8.4.2 As further described in this Agreement, both Parties will
jointly manage the capacity of Local Interconnection trunk
groups. U S WEST's trunk servicing group will send a Trunk
Group Service Request ("TGSR"), or another industry standard
eventually adopted to replace the TGSR, to Pac-West to trigger
changes U S WEST desires to the Local Interconnection trunk
groups based on U S WEST's capacity assessment. Pac-West will
issue an ASR or other industry ordering standard to U S WEST:
(a) within ten (10) Business Days after receipt of the
TGSR, upon review of and in response to U S WEST's
TGSR, or
(b) at any time, as a result of Pac-West's own capacity
management assessment, to begin the provisioning
process. The interval used for the provisioning of
Local Interconnection trunk groups shall be no longer
than the standard interval for the provisioning of U
S WEST's Switched Access service and shall be
consistent with U S WEST's actual provisioning
intervals for its own Switched Access customers.
8.4.3 U S WEST will attempt to meet Pac-West's requested due date
for the provision of Local Interconnection trunk groups. Where
the installation of Local Interconnection trunk groups is
required within a time that is shorter than the standard
interval, the Parties will make all reasonable efforts and
cooperate in good faith to ensure that the mutually agreed
upon due date is met
8.4.4 Orders that comprise a major project may be submitted at the
same time, in which case their implementation shall be jointly
planned and coordinated. Major projects are those that require
the coordination and execution of multiple orders or related
activities between and among U S WEST and Pac-West work
groups, including, but not limited to, the initial
establishment of Local Interconnection or Meet Point trunk
groups and service in an area, NXX code moves, re-homes,
facility grooming, or network rearrangements.
8.5 Trunking Requirements
8.5.1 Trunk group connections will be made at a DS-1 or multiple
DS-1 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
DS-1 level, as agreed to by the Parties.
8.5.2 Where CCS is not available, in-band multi-frequency (MF) wink
start signaling will be provided. This MF arrangement will
require a separate local trunk circuit between Pac-West's
switch and U S WEST's tandems. Reference Technical Pub. TR-314
and TR394.
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9. Service Interruptions
9.1 Standards and procedures for notification of trunk disconnects
will be jointly developed by the Parties within ninety (90)
days of the Effective Date of this Agreement. 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.
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: (a) interfere with or impair
service over any facilities of the other Party; its
Affiliates, or its connecting and concurring carriers involved
in its services; (b) cause damage to their plant; (c) violate
any applicable law or regulation regarding the invasion of
privacy of any communications carried over the Party's
facilities; or (d) create hazards to the -employees of either
Party or to the public.
9.3 Each Party shall be solely responsible, and bear the expense,
for the overall design of its services. Each Party shall also
be responsible for any redesign or rearrangement of its
services that may be required because of changes in
facilities, operations or procedures, minimum network
protection criteria, and operating or maintenance
characteristics of the facilities. If one Party creates a
circumstance causing additional costs to the other Party, the
other Party may collect construction charges from the first
Party.
9.4 To facilitate trouble reporting and to coordinate the repair
of the service provided by each Party to the other under this
Agreement, each Party shall designate and define a Trouble
Reporting Control Office ("TRCO") for such service. Each Party
shall furnish a trouble reporting telephone number for the
designated TRCO. This number shall have access to the location
where facility records are normally located and where current
status reports on any trouble reports are readily available.
Current and historical trouble reports will be made available,
if necessary. 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.
9.5 Where new facilities, services and arrangements are installed
to rectify the service interruption, 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.
9.6 The Parties shall cooperate in isolating trouble conditions.
Before either Party reports a trouble condition, it shall use
reasonable efforts to isolate the trouble.
9.7 In cases where a trouble condition affects a significant
portion of the other Party's service, the Parties shall assign
the same priority provided to other interconnecting carriers.
10. Forecasting
10.1 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.
10.2 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 (4) times a year. The quarterly forecasts shall
include forecasted requirements for each
5
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trunk group identified in Paragraph 8.2.1 of this Attachment. In
addition, for tandem switched traffic, the forecast shall include 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 (3) (current
and plus-1 and plus-2) years and shall include:
10.2.1 the use of Common Language Location Identifier (CLLI-MSG),
which is described in Bellcore documents BR 795-100-100 and BR
795-400-100; and
10.2.2 a description of major network projects anticipated for the
following six (6) 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.
10.2.3 If forecasts vary significantly, the Parties shall meet to
review and reconcile such forecasts.
10.2.3.1 If the Parties are unable to reach such a
reconciliation, the Local Interconnection trunk
groups shall be provisioned to the higher
forecast. At the end of three (3) months, the
utilization of the Local Interconnection trunk
groups will be reviewed and if the average CCS
utilization for the third month is under
seventy five percent (75%) of capacity, either
Party may issue an order to resize the trunk
group, which shall be left with not less than
twenty five percent (25%) excess capacity.
10.2.3.2 If the Parties agree on the original forecast
and then it is determined that a trunk group is
under seventy five percent (75%) of CCS
capacity on a monthly-average basis for each
month of any three month period, either Party
may issue an order to resize the trunk group,
which shall be left with not less than twenty
five percent (25%) excess capacity. In all
cases, grade of service objectives identified
in this Agreement shall be maintained.
10.3 Each Party shall provide a specified point of contact for
planning, forecasting and trunk serving purposes.
10.4 Trunking can be established to tandems or end offices or a
combination of both via either one-way or two-way trunks.
Trunking will be at the DS-0 level, DS-1 level, DS-3 level, or
any other technically feasible level, subject to network
disclosure requirements of the FCC. Initial trunking will be
established between Pac-West's switching centers and U S WEST's
access tandem(s). The Parties will utilize direct end office
trunking under the following conditions:
10.4.1 Tandem exhaust - If a tandem through which the
Parties are interconnected is unable to, or is
forecasted to be unable to, support additional
traffic loads for any
6
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period of time, the Parties will mutually agree on an end
office trunking plan that will alleviate the tandem capacity
shortage and ensure completion of traffic between Pac-West and
U S WEST subscribers.
10.4.2 Traffic volume - The Parties shall install and retain direct
end office trunking sufficient to handle actual or reasonably
forecasted traffic volumes, whichever is greater, between an
Pac-West switching center and a U S WEST end office where the
local traffic exceeds or is forecasted to exceed 512 CCS at
the busy hour.
10.4.3 Mutual agreement - The Parties may install direct end office
trunking upon mutual agreement in the absence of conditions
(1) or (2) above, which agreement shall not unreasonably be
withheld.
10.5 Grade of Service:
A blocking standard of one percent (1%) during the average
busy day-busy hour, as defined by each Party's standards, for
final trunk groups between an Pac-West end office and a U S
WEST access tandem carrying Meet Point traffic shall be
maintained. All other final trunk groups are to be engineered
with a blocking standard of one percent (1%). Direct end
office trunk groups are to be engineered with a blocking
standard of one percent (1%).
11. Signaling
11.1 Signaling protocol. The Parties will interconnect their
networks using SS7 signaling as defined in GR-317 and GR-394,
including ISDN User Part ("ISUP") for trunk signaling and
Transaction Capabilities Application Part ("TCAP") for
CCS-based features in the interconnection of their networks.
All appropriate industry standards for signaling
interoperability will be followed.
11.2 The Parties will provide CCS to each other in conjunction with
all trunk groups supporting Local, Transit, and Toll Traffic.
The Parties will cooperate on the exchange of TCAP messages to
facilitate full interoperability of CCS-based features between
their respective networks, including all CLASS features and
functions. All CCS signaling parameters will be provided,
including automatic number identification (ANI), originating
line information (OLI), calling party category, charge number,
etc. For terminating Feature Group D, the Parties will pass
CPN if it receives CPN from Feature Group D carriers. All
privacy indicators will be honored. Where available, network
signaling information such as Transit Network Selection
("TNS") parameter (CCS platform) and CIC/OZZ information
(non-CCS environment) will be provided by the Parties wherever
such information is needed for call routing or billing. The
Parties will follow all appropriate industry standards
pertaining to TNS and CIC/OZZ codes.
11.3 Standard Interconnection facilities shall be Extended
Superframe (ESF) with B8ZS line code. Where ESF/B8ZS is not
available, Pac-West will agree to using other Interconnection
protocols on an interim basis until the standard ESF/B8ZS is
available. U S WEST will provide anticipated dates of
availability for those areas not currently ESF/B8ZS
compatible.
11.4 Where Pac-West is unwilling to utilize an alternate
Interconnection protocol, Pac-West will provide U S WEST an
initial forecast of 64 Kbps clear channel capability ("64K
CCC") trunk quantities within thirty (30) days of the
Effective Date of this Agreement consistent with the
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forecasting agreements between the Parties. Upon receipt of
this forecast, the Parties will begin joint planning for the
engineering, procurement, and installation of the designated
64K CCC Local Interconnection trunk groups and the associated
B8ZS Extended Super Frame facilities, for the purpose of
transmitting 64K CCC data calls between Pac-West and U S WEST.
Where additional equipment is required, such equipment will be
obtained, engineered, and installed on the same basis and with
the same intervals as any similar growth job for an IXC,
Pac-West or U S WEST internal customer demand for 64K CCC
trunks. Where technically feasible, these trunks will be
established as two-way.
12.(4) Ordering
12.1 Pac-West may order Interconnection points beyond those listed
in the FCC rules using the ASIR process or other industry
standard for local service ordering.
12.2 U S WEST must provide installation to Pac-West in the shorter
of the time it provides installation to itself or any other
Person. U S WEST must provide installation to Pac-West within
ten (10) Business Days if it does not provide the same
installation to itself or any other Person.
12.3 If Pac-West requests a shorter installation time than required
by the provisions of this Attachment, U S WEST may charge
Pac-West for any increased expense incurred for such
installation.
12.4 Pac-West shall, on each order for Local Interconnection
trunks, specify the Pac-West NXXs that are assigned to the
trunks.
13. Network Management
13.1 Protective Protocols
Either Party may use protective network traffic management
controls such as 7-digit and 10-digit code gaps on traffic
toward each others network when required to protect the public
switched network from congestion due to facility failures,
switch congestion or failure or focused overload.
13.2 Rerouting Protocols
Where the capability exists, originating or terminating
traffic reroutes may be implemented by either Party to
temporarily relieve network congestion due to facility
failures or abnormal calling patterns Reroutes will not be
used to circumvent normal trunk servicing. Rerouting controls
will only be used when mutually agreed to by the Parties.
13.3 Mass Calling
Pac-West and U S WEST shall cooperate and share pre-planning
information, where available and in compliance with federal
and state regulations, regarding cross-network call
- ----------
4 MCIm Order, p. 5 at Issue 1.
8
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ins expected to generate large or focused temporary increases
in call volumes, to prevent or mitigate the impact of these
events on the public switched network. Furthermore, INP
numbers may only be used consistent with network efficiency
and integrity, i.e., inhibitions on mass calling events.
14. Usage Measurement
14.1 When applicable, each Party shall provide to the other
14.1.1 Bellcore AMA formatted records to generate bills to
the other Party;
14.1.2 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-round and then
rounded to the next whole minute; and
14.1.3 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 (i.e.,
local, toll, and other) terminated to each other over
SS7 local interconnection trunk groups.
15. Audiotext and Mass Announcement Services
The Parties agree that access to the audiotext, mass announcement and
information services of one Party may be made available to the other
Party upon execution of a separate agreement or an amendment to this
Agreement.
16. Interconnection to Network Elements
16.1 Technical Requirements
16-1.1 When requested by Pac-West, U S WEST shall provide
Interconnection between U S WEST Network Elements
provided to Pac-West and Pac-West's network at
transmission rates designated by Pac-West. If
additional equipment beyond that which U S WEST
currently has in place is planning to put in place or
is otherwise required to have in place is required to
meet such transmission rates, the installation and/or
acquisition of such equipment shall be accomplished
pursuant to the ordering process set forth in this
Agreement.
16.1.2 Traffic shall be combined and routed as follows:
16.1.2.1 At Pac-West's request, U S WEST shall
receive Pac-West traffic destined to
the U S WEST Operator Systems Network
Element, on trunks from an Pac-West
end-office or an Pac-West tandem.
16.1.2.2) At Pac-West's request, U S WEST shall
receive Pac-West CAMA-ANI (Centralized
Automatic Message Accounting -
Automatic Number
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identification) traffic destined to the U S WEST
911 PSAPs, or E911 tandems, on trunks from an
Pac-West end-office.
16.1.2.3 At Pac-West's request, U S WEST shall receive
Pac-West SS7 traffic destined to any U S WEST
E911 tandem on trunks from an Pac-West
end-office, when SS7 E911 signaling is available
in U S WEST's network.
16-1.3 When requested by Pac-West and a third party carrier, U S WEST
shall provide interconnections between Pac-West's network, and
the other carrier's network through the U S WEST network at
transmission rates designated by Pac-West, including, but not
limited to, DS-1, DS-3, and STS-1, where available. U S WEST
shall combine and route traffic to and from other local
carriers and interLATA carriers through the U S WEST network,
and, at Pac-West's request, U S WEST shall record and keep
records of such traffic for Pac-West billing purposes to the
extent possible.
16.1.4 U S WEST shall provide two-way trunk groups for
Interconnections. At Pac-West's request, and consistent with
an efficient network architecture, U S WEST shall provide
unidirectional traffic on such trunks, in either direction,
effectively operating them as if they were one-way trunk
groups.
16.1.5 All trunking provided by U S WEST shall adhere to the
applicable performance requirements set forth in the "General
Performance Requirements" section of this Agreement, pursuant
to Sections 1.3.1 and 1.3.2 of Part A of this Agreement.
16.1.6 At Pac-West's request, U S WEST shall work cooperatively with
Pac-West to provide for overflow routing from a given trunk
group or groups onto another trunk group or groups as Pac-West
designates.
16.1.7 U S WEST and Pac-West shall agree on the establishment of
two-way trunk groups for the exchange of traffic for other
IXCs. These trunk groups can be provided in a meet point
arrangement.
16.1.8 Interconnection shall be made available upon Pac-West's
request at any technically feasible Point of Interface. All
trunk interconnections shall be provided, including SST MF,
DTMF, DialPulse, PRI-ISDN (where available), DID (Direct
Inward Dialing), CAMA-ANI, and trunking necessary so that INP
can be provided.
16.2 Trunk Interface Requirements
16.2.1 E911 Trunks
16.2.1.1 U S WEST shall allow Pac-West to provide direct
trunking to each U S WEST E911 end office or
tandem, as is appropriate for the applicable
serving area. These trunks are to be provided as
one-way trunks from a given Pac-West end office to
the U S WEST E911 end office or tandem.
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16.2.1.2) US WEST shall provide for over-flow E911 traffic
in the same manner that U S WEST provides E911
overflow for itself.
16.2.2 S911 Trunks
If and when S911 tandems become available in the U S WEST
network, U S WEST shall allow Pac-West to provide direct
trunking to each U S WEST S911 tandem. Such SS7 trunks are to
be provided as one-way trunks from a given Pac-West endoffice
to the U S WEST S911 tandem.
16.2.3 Local Switch and Access Tandem Trunks
16.2.3.1 U S WEST shall provide trunks groups provisioned
exclusively to carry intraLATA Toll Traffic, as
designated by Pac-West.
16.2.3.2 U S WEST shall provide trunk groups provisioned
exclusively to carry interLATA traffic, as
designated by Pac-West.
16.2.3.3 U S WEST shall provide SS7 trunks which provide
SS7 Interconnection. At Pac-West's request, MF
trunks may be substituted for SS7 trunks where
applicable.
16.2.3.4 US WEST shall simultaneously route calls based
on dialed digits (in accordance with the
standard GR-317-CORE), and Carrier
Identification Code (in accordance with the
standard GR-394-CORE) over a single SS7 trunk
group.
16.2.4 U S WEST Operator Services Trunk
U S WEST shall provide Operator Services trunks as one-way
trunks from the U S WEST network to the Pac-West network.
16.3 Network Interconnection between U S WEST and Pac-West shall meet or
exceed all of the requirements for network Interconnection set forth in
the following technical references:
16.3.1 GR-317-CORE, Switching System Generic Requirements for Call
Control Using the Integrated Services Digital Network User
Part (ISDNUP), Bellcore, February 1994;
16.3.2 GR-394-CORE, Switching System Generic Requirements for
Interexchange Carrier Interconnection Using the Integrated
Services Digital Network User Part (ISDNUP), Bellcore,
February 1994;
16.3.3 FR-NWT-000271, OSSGR Operator Services Systems Generic
Requirements, Bellcore, 1994 Edition; and
16.3.4 FR-NWT-000064, LATA Switching Systems Generic Requirements
(LSSGR), Bellcore, 1994 Edition.
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17. Reciprocal Traffic Exchange
17.1 Scope
Reciprocal traffic exchange addresses the exchange of traffic
between Pac-West end users and U S WEST 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 IXC or where either Party interconnects and
delivers traffic to the other from third parties, each Party
shall bill such third parties the appropriate charges pursuant
to its respective tariffs or contractual offerings for such
third party terminations. Absent a separately negotiated
agreement to the contrary, compensation for reciprocal traffic
exchange applies solely to traffic exchanged directly between
the Parties without the use of third party transit providers.
17.2 Responsibilities of the Parties
17.2.1 U S WEST and Pac-West agree to treat each other
fairly, nondiscriminatorily, and equally for all
items included in this Agreement, or related to the
support of items included in this Agreement.
17.2.2 Pac-West and U S WEST agree to exchange such reports
and/or data as provided in this Agreement to
facilitate the proper billing of traffic.
17.2.3 [intentionally left blank for numbering consistency]
17.2.4 Pac-West and U S WEST shall share responsibility for
all Control Office functions for Local
Interconnection trunks and trunk groups, and both
Parties shall share the overall coordination,
installation, and maintenance responsibilities for
these trunks and trunk groups.
17.2.5 The Party that performs the End Office function is
responsible for all Control Office functions for the
meet point trunking arrangement trunks and trunk
groups, and shall be responsible for the overall
coordination, installation, and maintenance
responsibilities for these trunks and trunk groups.
17.2.6 Pac-West and U S WEST shall:
17.2.6.1 Provide trained personnel with adequate
and compatible test equipment to work
with each other's technicians.
17.2.6.2 Notify each other when there is any
change affecting the service requested,
including the due date.
17.2.6.3 Coordinate and schedule testing
activities of their own personnel, and
others as applicable, to ensure its
Interconnection trunks/trunk groups are
installed per the Interconnection order,
meet agreed-upon acceptance test
requirements, and are placed in service
by the due date.
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17.2.6.4 Perform sectionalization to determine if
a trouble is located in its facility or
its portion of the Interconnection
trunks prior to referring the trouble to
each other.
17.2.6.5 Advise each others Control Office if
there is an equipment failure which may
affect the Interconnection trunks.
17.2.6.6 Provide each other with a trouble
reporting/repair contact number that is
readily accessible and available
twenty-four (24) hours per day, seven
(7) days per week. Any changes to this
contact arrangement must be immediately
provided to the other Party.
17.2.6.7 Provide to each other test-line numbers
and access to test lines.
17.2.6.8 Cooperatively plan and implement
coordinated repair procedures for the
meet point and Local Interconnection
trunks and facilities to ensure trouble
reports are resolved in a timely and
appropriate manner.
17.3 Types of Traffic
17.3.1 The types of traffic to be exchanged or provided under
this Agreement include, but are not limited to, the
following:
17.3.1.1 EAS/Local Traffic,
17.3.1.2 Transit Traffic,
17.3.1.3 Switched Access Traffic,
17.3.1.4 Ancillary traffic includes all traffic destined
for Ancillary Services, or that may have special
billing requirements, including, but not limited
to, the following:
(a) Directory Assistance
(b) 911 /E91 1
(c) Operator call termination (busy line
interrupt and verify)
(d) 800/888 database dip
(e) LIDB
(f) Information services requiring
special billing.
17.3.1.5 Unless otherwise stated in this Agreement,
ancillary traffic will be exchanged in
accordance with whether the traffic is
Local/EAS, intraLATA toll, or Switched Access.
17.4 Transport and Termination of Exchange Traffic
17.4.1 Termination of Local Traffic
13
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Local Traffic will be terminated pursuant to the Reciprocal
Compensation described in Attachment 1.
17.4.2 EAS/Local Traffic
As negotiated between the Parties, the exchange of local traffic
between the Parties may occur in several ways.
(a) While the Parties anticipate the use of two-way trunks for the
delivery of Local Traffic, either Party may elect to provision its own
one-way trunks for delivery of Local Traffic to be terminated on the
other Party's network at the "initial" point of Interconnection;
(b) The Parties may elect to purchase transport services from each
other or from a third party. Such transport delivers the originating
Party's Local Traffic to the terminating Party's end office or tandem
for call termination. Transport may be purchased as either tandem
switched transport (which is included in the tandem call termination
rate) or direct trunk transport;
(c) To the extent that Pac-West has established a Collocation
arrangement at a U S WEST 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 U
S WEST or Pac-West or a third party. If both Pac-West and U S WEST
desire to provision the facility and cannot otherwise agree, the
Parties may agree to resolve the dispute through the submission of
competitive bids.
17.4.3 Transit Traffic
17.4.3.1 U S WEST will accept traffic originated by Pac-West and will
terminate it at a point of interconnection with another CLEC, Exchange
Carrier, IXC or Wireless Carrier. U S WEST will provide this transit
service through Tandem Office Switches. Pac-West may also provide U S
WEST with transit service.
17.4.3.2 The Parties expect that all networks involved in transporting
Transit Traffic will deliver calls to each involved network with
CCS/SS7 protocol and the appropriate ISUP/TCAP message to facilitate
full interoperability and billing functions. In all cases, the
originating company is responsible to follow the EMR standard and to
exchange records with both the transiting company and the terminating
company, to facilitate the billing process to the originating network.
17.4.3.3 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).
17.4.4 Toll Traffic
Toll Traffic routed to an access tandem, or directly routed to an end
office, will be terminated as Switched Access Service.
14
<PAGE>
17.5 Interface Code Availability And Optional Features
17.5.1 Interface Code Availability
Supervisory Signaling specifications, and the applicable
network channel interface codes for Local Interconnection
trunks, are the same as those used for Feature Group D
Switched Access Service, as described in the Parties'
applicable Switched Access tariffs.
17.5.2 Optional Features
17.5.2.1 Inband MF or SS7 Out of Band Signaling
Inband MF signaling and SS7 out of band signaling are
available for local trunks. MF signaling or SS7 out-of-band
signaling must be requested on the order for the new local
trunks. Provisioning of the local 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 Service, as described in this Agreement, must be
ordered by Pac-West when SS7 out-of-band signaling is
requested on local trunks.
17.5.2.2 Clear Channel Capability
Clear channel capability permits 24 DS-0-64 kbit/s services or
1.536 Mbit/s of information on the 1.544 Mbit/s line rate.
Clear channel capability is available for local trunks
equipped with SS7 out-of-band signaling. Clear channel
capability is only available on trunks to U S WEST's access
tandem switch or U S WEST's end office switches (where
available). Clear channel capability must be requested on the
order for the new local trunks. The provisioning of the local
trunks equipped with clear channel capability is the same as
that used for Feature Group D Switched Access Service. U S
WEST will provide Pac-West with a listing of U S WEST end
offices, local tandems and access tandems equipped with clear
channel capability.
(Clear channel capability is not available on trunks to U S
WEST'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).
17.6 Measuring Local Interconnection Minutes
17.6.1 Measurement of terminating Local Interconnection minutes, as
calculated per Attachment 5, begins when the terminating local
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 local trunks
ends when the terminating local 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.
15
<PAGE>
17-6.2 U S WEST and Pac-West are required to provide each other the
proper call information (e.g., originated call party number
and destination call party number, etc.) to enable each Party
to issue bills in a complete and timely fashion.
17.7 Testing
17.7.1 Acceptance Testing
At the time of installation of a local trunk group, and at no
additional charge, the Parties will cooperatively test the same
parameters tested for terminating Feature Group D Switched
Access Service.
17.7.2 Testing Capabilities
17.7.2.1 Terminating Local Interconnection trunk 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).
17.7.2.2 In addition to Local Interconnection trunk 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.
17.10. Mileage Measurement
Where required, the mileage measurement for Local Interconnection
facilities and trunks is determined in the same manner as the mileage
measurement for Feature Group D Switched Access Service.
16
<PAGE>
Attachment 5
TABLE OF CONTENTS
ATTACHMENT 5
BUSINESS PROCESS REQUIREMENTS
1. General Business Requirements ......................................1
1.1 Procedures ........................................................1
1.2 Service Offerings .................................................2
2. Pre-Ordering .......................................................3
2.1 General Business Requirements .....................................3
2.2 Service Order Process Requirements ................................6
2.3 Systems Interfaces and Information Exchanges ......................7
2.4 Pre-ordering Functions ............................................8
3. Ordering and Provisioning ..........................................9
3.1 General Business Requirements .....................................9
3.2 Service Order Process Requirements ................................11
3.3 Systems Interfaces and Information Exchanges ......................20
3.4 Standards .........................................................23
3.5 Performance Measurements and Reporting ............................24
4. Connectivity Billing and Recording .................................24
4.1 Procedures ........................................................24
4.2 Information Exchange and Interfaces ...............................30
4.3 Standards .........................................................33
5. Provision Of Customer Usage Data ...................................35
6.1 Procedures ........................................................35
5.2 Information Exchange and Interfaces ...............................41
<PAGE>
5.3 Standards .........................................................45
5.4 Standards for Transmitting and Recording Usage Data ...............46
5.5 Reporting .........................................................46
6. Maintenance ........................................................46
6.1 Interim Maintenance and Repair Processes ..........................46
6.2 General Requirements ..............................................48
6.3 Systems Interfaces and Information Exchanges ......................52
6.4 Standards .........................................................54
6.5 Performance Measurements and Reporting ............................55
7. Miscellaneous Services and Functions ...............................55
7.1 [intentionally left blank for numbering consistency] ..............55
7.2 [intentionally left blank for numbering consistency] ..............55
7.3 Performance Measurements and Reporting ............................55
2
<PAGE>
1. General Business Requirements
1.1 Procedures
1.1.1 U S WEST Contact with Subscribers
1.1.1.1 Pac-West at all times shall be the primary
contact and account control for all interactions
with its subscribers, except as specified by
Pac-West. Pac-West subscribers include active
Customers as well as those for whom service
orders are pending.
1.1.1.2 U S WEST shall ensure that any U S WEST personnel
who may receive customer inquiries, or otherwise
have opportunity for subscriber contact: (a)
provide appropriate referrals and telephone
numbers to subscribers who inquire about Pac-West
services or products; (b) do not in any way
disparage Pac-West or its products or services
during such inquiry or subscriber contact; and
(c) do not provide information about U S WEST
products or services during that same inquiry or
subscriber contact.
1.1.1.3 Pac-West shall ensure that any Pac-West personnel
who may receive customer inquiries, or otherwise
have opportunity for subscriber contact: (a)
provide appropriate referrals and telephone
numbers to subscribers who inquire about US WEST
services or products; (b) do not in any way
disparage U S WEST or its products or services
during such inquiry or subscriber contact; and
(c) do not provide information about Pac-West
products or services during that same inquiry or
subscriber contact
1.1.1.4 U S WEST shall not use Pac-West's request for
subscriber information, order submission or any
other aspect of Pac-West's processes or services
to aid U S WEST's marketing or sales efforts.
1.1.2 Expedite, Escalation and Disaster Procedures
1.1.2.1 No later than sixty (60) days after the Effective
Date of this Agreement, U S WEST and Pac-West
shall develop mutually acceptable escalation and
expedite procedures which may be invoked at any
point in the Service Ordering, Provisioning,
Maintenance and Subscriber Usage Data transfer
processes to facilitate rapid and timely
resolution of disputes. Within the said sixty
(60) day period, U S WEST and Pac-West will
establish intercompany contact lists for purposes
of handling subscriber and other matters which
require attention/resolution outside of normal
business procedures. To the extent possible, U S
WEST shall notify Pac-West of any changes to its
escalation contact list at least one (1) week
before such changes are effective.
1.1.2.2 No later than sixty (60) days after the Effective
Date of this Agreement, U S WEST and Pac-West
shall jointly establish contingency and disaster
recovery plans for those cases in which normal
service ordering, provisioning, maintenance,
billing and other procedures for U S WEST's
unbundled Network Elements, features, functions
and Resale Services are inoperable.
1
<PAGE>
1.1.3 Operational and Technological Changes
1.1.3.1 U S WEST shall notify Pac-West of any material
operational or technological (e.g., network,
systems interfaces) changes related to any
services, Interconnection methods, or Network
Elements purchased by Pac-West. At the time U S
WEST decides to make such a change, U S WEST will
notify Pac-West in sufficient time to allow
Pac-West to make necessary adjustments to
accommodate the change, but in no case with less
than thirty (30) days' notice, unless otherwise
agreed to by the Parties. Objections to the
proposed change must be given in writing to U S
WEST in a reasonable time. For the purposes of
this Section, material changes shall be defined
as those changes which will likely impact current
interactions between Pac-West (or its customers)
and U S WEST.
1.1.3.2 U S WEST agrees to notify Pac-West whenever an
Pac-West subscriber who is provided local service
through Services for Resale, INP/NP, or unbundled
Network Elements changes Pac-West PIC status.
1.1.4 Customer of Record
1.1.4.1 Providing Pac-West has obtained proper customer
authorization, U S WEST shall recognize Pac-West
as the Customer of Record for all Network
Elements or Services for Resale ordered by
Pac-West and shall send all notices, invoices,
and information which pertain to such ordered
services directly to Pac-West. Pac-West will
provide U S WEST with addresses to which U S WEST
shall send all such notices, invoices, and
information.
1.1.5 Work Center Interface Procedures
1.1.5.1 U S WEST and Pac-West shall, within ninety (90)
days of the Effective Date of this Agreement,
develop and implement work center interface
procedures for each function/ business process
necessary for fulfilling the terms of this
Agreement.
1.2 Service Offerings
1.2.1 Changes in Retail Service Offerings
1.2.1.1 Pursuant to Section 23.2 of Part A of this
Agreement, U S WEST shall provide summaries to
Pac-West describing the proposed change(s) of
services which are available for resale pursuant
to this Agreement.
1.2.1.2 [intentionally left blank for numbering
consistency]
1.2.1.3 U S WEST shall provide Pac-West with access to
new services, features, and functions concurrent
with U S WEST's notice to Pac-West of such
changes, so that Pac-West may evaluate these
services.
2
<PAGE>
1.2.2 Essential Services
1.2.2.1 U S WEST shall designate trunks or lines as an
Essential Service Line (ESL) or
Telecommunications Service Priority (TSP),
whichever is applicable, upon Pac-West's request,
based on industry standards.
1.2.3 Blocking Services
1.2.3.1 Upon request from Pac-West, U S WEST shall
provide blocking in accordance with U S WEST
standard intervals for 700, 900, and 976
services, or other services of similar type as
may now exist or may be developed in the future
according to industry standards, and shall
provide Billed Number Screening ("BNS"),
including required LIDB updates, or equivalent
service for blocking completion of bill-to-third
party and collect calls, on a line, trunk, or
individual service basis.
1.2.4 Training Support
1.2.4.1 U S WEST will train its employees who may
communicate with Pac-West subscribers to treat
Pac-West in a nondiscriminatory manner. U S WEST
will solicit and may take into account input from
Pac-West in the development of such training and
will permit Pac-West to review, but not approve,
such training. Such training will comply with the
branding requirements of this Agreement.
1.2.4.2 U S WEST or its agent shall train Pac-West
employees on U S WEST's systems and processes
necessary to assure the accuracy of required
information exchange between Pac-West.
Information/materials provided to Pac-West should
include, at a minimum, operational and procedural
information, and U S WEST-specific system
access/interface instruction for performing
similar functions.
1.2.5 Carrier Identification Codes
U S WEST shall provide to Pac-West the active Carder
Identification Codes (CIC) for both Dial 1 and toll free
(e.g., 800, 888) services for each of its access tandems
pursuant to industry guidelines.
2. Pre-Ordering
2.1 General Business Requirements
2.1.1 Street Address Guide (SAG)
Within sixty (60) days after the Effective Date of this
Agreement, U S WEST shall provide to Pac-West the SAG
data, in an electronic format, when available, or
otherwise as mutually agreed. All changes to the SAG shall
be provided to Pac-West on a weekly basis.
3
<PAGE>
2.1.2 CLASS and Custom Features
2.1.2.1 Pac-West may order the entire set of CLASS and
Custom features and functions, or a subset of any
one or any combination of such features. In
addition, U S WEST shall provide Pac-West with a
list of features and functions available on an
end office by end office basis.
2.1.3 Customer Payment History
2.1.3.1 Pac-West and U S WEST agree to make available to
a mutually agreed upon third-party credit
reporting agency, on a timely basis, such of the
following Customer payment history information
available for each person or entity that applies
for local service or intraLATA toll
Telecommunications Service(s) from either Party.
2.1.3.1.1 Applicants name;
2.1.3.1.2 Applicant' s address;
2.1.3.1.3 Applicant's previous phone number,
if any;
2.1.3.1.4 Amount, if any, of unpaid balance
in applicant's name;
2.1.3.1.5 Whether applicant is delinquent
on payments;
2.1.3.1.6 Length of service with prior local
or intraLATA toll provider,
2.1.3.1.7 Whether applicant had local or
intraLATA toll service terminated
or suspended within the last six
(6) months with an explanation of
the reason therefor, and,
2.1.3.1.8 Whether applicant was required by
prior local or intraLATA toll
provider to pay a deposit or
provide another form of security,
including the amount of each.
2.1.3.2 Such information shall be provided on the
condition that the credit reporting agency only
make such information available to the carrier
to which the person or entity in question has
applied for Telecommunication Service(s).
2.1.4 Number Administration/Number Reservations
2.1.4.1 Until Number Administration functions are
assumed by a neutral third party in accordance
with FCC rules and regulations, U S WEST shall
assign NXXs to Pac-West on a non-discriminatory
and equivalent basis following NANP guidelines.
In addition, U S WEST shall provide testing and
loading of Pac-West's NXX on the same basis as U
S WEST provides itself or its Affiliates.
Further, in U S WEST's role as number
administrator, it shall provide Pac-West with
access to abbreviated dialing codes, access
arrangements for 555 line numbers, and the
ability to obtain telephone numbers, including
vanity numbers, while a customer is on the phone
with Pac-West. U S WEST shall provide the same
range of number choices to Pac-West, including
choice of exchange number, as U S WEST provides
its own customers. Reservation and aging of
numbers shall remain U S WEST's responsibility.
4
<PAGE>
2.1.4.2 Pac-West may reserve blocks of U S WEST telephone
numbers in accordance with U S WEST's tariffs, or
in the same manner U S WEST reserves telephone
numbers for its own use.
2.1.4.3 Where Pac-West has obtained its own NXX, but has
purchased U S WEST Services for Resale or Network
Elements, U S WEST agrees to recognize the
Pac-West NXX in U S WEST's switch according to
the local calling area defined by Pac-West and
approved by the Commission.
2.1.4.4 For resale and the unbundled switching element, U
S WEST shall accept Pac-West orders for vanity
numbers and blocks of numbers for use with
complex services including, but not limited to,
DID, CENTREX, and hunting arrangements, as
requested by Pac-West on a non-discriminatory,
equivalent basis following NANP guidelines.
2.1.4.5 For simple services, U S WEST shall provide
real-time electronic interfaces to Pac-West to
obtain telephone number confirmation while the
customer is on the line. When real time
electronic interfaces are not available for
simple services number reservations, U S WEST
shall provide alternative means for confirmation
of the number reservation while the customer is
on the line. For number reservations associated
with complex services, U S WEST shall provide
confirmation of the number reservation within
forty-eight (48) hours of Pac-West's request or
within such time as U S WEST may provide to
itself or Affiliates, whichever is less.
2.1.4.6 Number Resources Arrangements
2.1.4.6.1 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).
2.1.4.6.2 To the extent U S WEST serves as
Central Office Code Administrator for a given
region, U S WEST will support all Pac-West
requests related to central office code (NXX)
administration and assignments in the manner
required and consistent with the Central Office
Code Assignment Guidelines.
2.1.4.6.3 [intentionally left blank for numbering
consistency]
2.1.4.6.4 The Parties will comply with (NXX)
administration requirements as prescribed by the
FCC, the Commission, and accepted industry
guidelines.
2.1.4.6.5 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
5
<PAGE>
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.
2.1.4.6.6 Each Party shall be responsible for
notifying its customers of any changes in
numbering or dialing arrangements to include
changes such as the introduction of new NPAs or
new NXX codes.
2.1.4.6.7 Until an impartial entity is appointed
to a~minister telecommunications numbering, U S
WEST will assign NXX codes to Pac-West in
accordance with national guidelines at no charge
and on a nondiscriminatory basis.
2.1.4.6.8 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.
2.1.4.7 U S WEST shall provide provisioning support
outside of scheduled work hours on a
nondiscriminatory exception basis as requested by
Pac-West. Such support may be subject to a
minimum labor charge.
2.1.4.8 Service Assurance Warranties and Incentives: U S
WEST shall provide to Pac-West service assurance
warranties and incentives as U S WEST provides
such service warranties and incentives to its own
end users or any other Person except as otherwise
provided by the Commission.
2.1.4.9 Availability of Network Capacity: Consistent with
Pac-West's forecasts, U S WEST shall deploy and
keep deployed network facilities for Pac-West
services in a non-discriminatory manner and in
the same manner as U S WEST makes such facilities
available to itself for its services.
2.1.4.10 Workcenter Interface Methods and Procedures: U S
WEST and Pac-West shall finalize interface
methods and procedures between their respective
work centers detailing systems and processes for
ordering and provisioning.
Such methods and procedures shall be completed
within one hundred twenty (120) days after a
written request by either Party. The lack of
workcenter interface methods and procedures shall
not inhibit the provision of services under this
Agreement.
2.2 Service Order Process Requirements
2.2.1 [Intentionally left blank for numbering consistency]
2.2.2 Specific Unbundling Requirements
6
<PAGE>
2.2.2.1 When ordering a Combination, Pac-West shall have
the option of ordering all features, functions
and capabilities of each Network Element.
2.2.2.2 When Pac-West orders Network Elements, U S WEST
shall provision all features, functions, and
capabilities appropriate to the Network Elements
which may include, but are not limited to:
2.2.2.2.1 the basic switching function of
connecting lines to lines, lines to trunks,
trunks to lines, and trunks to trunks, as well as
the same basic capabilities made available to U S
WEST's Customers, such as telephone number, white
page listing, and dial tone; and
2.2.2.2.2 all other features the switch has
activated, including, but not limited to, custom
calling, custom local area signaling service
features and Centrex, as well as any technically
feasible customized routing functions provided by
the switch.
2.3 Systems Interfaces and Information Exchanges
2.3.1 General Requirements
[Intentionally left blank for numbering consistency]
2.3.2 Pre-Ordering and Provisioning for Resale Services and
Unbundled Network Elements
2.3.2.1 U S WEST shall provide to Pac-West a list of all
intraLATA and interLATA carriers available for
Customer selection on a central office level.
2.3.2.2 [Intentionally left blank for numbering
consistency].
2.3.2.3 U S WEST shall provide Pac-West with access to
Customer Profile Information ("CPI") without
requiring Pac-West to produce a signed Letter of
Authorization ("LOA") subject to proof of
authorization requirements described elsewhere in
this Agreement, based on Pac-West's blanket
representation that the Customer has authorized
Pac-West to obtain such CPI.
2.3.2.3.1 CPI shall be in a mutually agreed to
format at the line and/or trunk level. U S WEST
shall provide to Pac-West a real-time, electronic
interface to U S WEST Customer information
systems which will allow Pac-West to obtain the
Customer profile, which may include, but not be
limited to, Customer name, service addresses,
billed telephone number(s), and identification of
features and services provided by U S WEST on the
Customer accounts, and to obtain information on
all features and services available in the end
office where Customer's services are currently
provisioned. The preceding information may not
include services deemed not to be
Telecommunications Services by the Commission.
2.3.2.3.1.1 Until access is available
via a real-time, electronic interface
for CPI, U S WEST agrees that Pac-West
can obtain CPI in
7
<PAGE>
an interim mutually agreed to manner and in
accordance with Section 3.2 of this
Attachment to facilitate the service order
process.
2.3.2.5 U S WEST shall provide to Pac-West, upon request, a
list of all current features and functions
technically available from each switch, by switch
CILLI. Planned services shall be provided to Pac-West
at least thirty (30) days in advance of their
availability.
2.3-2.6 [Intentionally left blank for numbering consistency)
2.3.2.7 Pending or Held Orders: U S WEST shall provide, when
available, the Pac-West information regarding a
subscriber's previous pending or held orders. If the
subscriber has a pending or held order, the status of
the order shall not be negatively impacted as a
result of the subscriber changing local service
providers (i.e., due date for pending service changed
to later date).
2.3.2.8 Special Construction: When U S WEST determines that
special construction is required, U S WEST shall
notify Pac-West on a timely basis of special
construction requirements and charges, and obtain
Pac-West authorization before beginning such
construction.
2.3.3 Pre-Ordering and Provisioning for Unbundling
2.3.3.1 U S WEST shall provide to Pac-West, upon reasonable
request, sufficient engineering design and layout
information for Network Elements for specific
applications.
2.3.3.2 U S WEST shall provide to Pac-West, upon request,
advance information of the details and requirements
for planning and implementing NPA splits in
accordance with NANP Guidelines.
2.3.3.3 U S WEST shall make engineering support available to
Pac-West as is normal and customary in the provision
of Telecommunications Services, Network Elements,
Combinations or Ancillary Functions as described in
this Agreement. Pac-West may request additional
engineering support.
2.4 Pre-ordering Functions(1)
"Pre-Ordering" and "Ordering" encompass the preliminary set of
activities whereby a service representative interacts with the customer
in order to obtain the information required to write a service order and
consist of the following functions: verify an address, check service
availability, reserve a telephone number, check for appointment
availability, reserve an appointment and return customer service
information. These functions are described as follows:
- ----------
1 MCIm Order, pp. 15-16 at Issue 24 and AT&T Order at Issue 41.
8
<PAGE>
2.4.1 Address Verification - Provides Pac-West with the ability
to query for and receive the customer service location,
serving central office, and facility indicators. The
facilities indicator will indicate the availability of
facilities for one (1) access line at the address, if the
cable pair is available or working. If the cable pair is
working, an indication of a pending disconnect order and
the due date will be provided. This function does not
reserve cable pairs.
2.4.2 Telephone Number Reservation - Provides Pac-West with the
capability to identify if one or more telephone numbers
are available and reserve them if available. This includes
the ability to reserve one or more specific numbers
(vanity numbers), a block of sequential or random block of
numbers by serving central office and/or NXX. If a work
order is not received within a negotiated amount of time,
the reservation will automatically expire.
2.4.3 Appointment Availability and Reservation - Provides
Pac-West with the capability to determine the next
available due date, the availability of a specific date,
an indication if the date is available or a selection of
the next available date, any closed dates beyond that
date, and reservation of an available appointment.
2.4.4 Service Availability - Allows Pac-West to determine the
availability of services and facilities to a specific
end-users' location(s). This capability indicates that the
service is available, that tariff rates apply, the amounts
of any additional recurring and non-recurring costs, and
the interval to be used when ordering the service.
2.4.5 Customer Service Information Request - Gives Pac-West the
ability to request a listing of existing services,
features, directory listing and equipment for a customer
account.
2.4.6 Circuit Identification Request - Provides Pac-West with
the capability to identify and obtain circuit
identifications. If a work order for a Circuit
Identification Request is not received within a negotiated
amount of time, the request will automatically expire.
3. Ordering and Provisioning
3.1 General Business Requirements
3.1.1 Ordering and Provisioning Parity
U S WEST shall provide Pac-West with the same level of
ordering and provisioning support as U S WEST provides
itself in accordance with standards and performance
measurements that U S WEST uses and/or which are required
by law, regulatory agency, or by U S WEST's own internal
procedures, whichever are the most rigorous. These
standards shall apply to the quality of the technology,
equipment, facilities, processes, and techniques
(including, but not limited to, such new architecture,
equipment, facilities, and interfaces as U S WEST may
deploy) that U S WEST provides to Pac-West under this
Agreement.
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3.1.2 Interconnection Service Center (ISC)/Single Point of
Contact
3.1.2.1 U S WEST shall provide a Systems Interface Help
Desk or equivalent which shall serve for all
activities involved in the electronic interface
for ordering and provisioning of U S WEST's
unbundled Network Elements, features,
functions, and Resale Services. The Systems
Interface Help Desk or equivalent shall be
available twenty-four (24) hours a day, seven
(7) days a week.
3.1.2.2 U S WEST shall provide a Single Point of
Contact ("SPOC") and shall provide to Pac-West
toll-free nationwide telephone numbers
(available during U S WEST's scheduled work
hours) answered by competent, knowledgeable
personnel, trained to answer questions and
resolve problems in connection with the
ordering and provisioning of unbundled Network
Elements, features, functions, capabilities,
and Resale Services. U S WEST will provide
sufficient resources to provide equivalent, or
as otherwise agreed to by the Parties, service
to Pac-West.
3.1.2.3 In addition to the electronic interfaces
provided for elsewhere in this Agreement, U S
WEST shall provide, as requested by Pac-West
through the SPOC, provisioning and dispatch in
the form of coordinated scheduling, status, and
dispatch capabilities equivalent to that which
U S WEST provides itself or as otherwise agreed
to by the Parties.
3.1.3 Carrier Selection
3.1.3.1 For Services for Resale or unbundled Network
Elements, U S WEST shall provide to Pac-West,
on a date to be mutually agreed to by Pac-West
and U S WEST, the capability to order local
service, intraLATA and interLATA toll services
by entering Pac-West subscribers choice of
carrier on a single order. U S WEST will offer
other carrier selection choices as they become
available. U S WEST shall provide Pac-West with
the capability to order separate interLATA and
intraLATA carriers on a line or trunk basis
where 1+ presubscription is available.
3.1.3.2 Where intraLATA 1+ presubscription is not
available, or if the subscriber does not select
an intraLATA toll carrier, U S WEST agrees to
provide intraLATA toll services for resale to
Pac-West and to recognize the end user as the
customer of Pac-West for intraLATA toll.
Pac-West shall designate the default carrier
for all other toll calls if the subscriber does
not select a carrier. In all cases, U S WEST
will route toll calls to the appropriate
carrier as designated by Pac-West.
3.1.4 Notification to Long Distance Carrier
3.1.4.1 U S WEST will not accept PIC change requests
through the CARE process for Pac-West local
service customers. Pac-West's long distance
operations may obtain such CARE transactions
for Pac-West long distance customers from the
customer's local service provider. U S WEST
agrees to notify IXCs using OBF approved CARE
transactions, whenever an IXC Customer who is
provided
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local service through Services for Resale, INP/NP, or
unbundled Network Elements changes PIC status.
3.1.4.2 U S WEST shall implement new Transaction Code Status
Indicators (TCSIs) 2033, 2233, 3147, and 3148. The new
local service provider identification ("LSPID") will be
included on these transactions if the new local service
provider agrees U S WEST should provide the information
to a long distance provider as defined by the OBF in
support of Local Resale.
3.1.4.3 U S WEST shall implement TCSIs used in conjunction with
the new local service provider ("LSP") identification
code for handling account maintenance, customer service,
and trouble administration issues. These TCSIs include
4001/02/05, 4201-4205, 4301, 2033, 2233, 3147, 3148,
3149, and others as the OBF may define.
3.1.4.3.1 In addition, U S WEST shall implement
TCSIs, when available, used in conjunction with the
new Ported Telephone Number field to link "shadow"
and ported telephone numbers in support of Interim
Number Portability. These TCSIs include 2231, 31.50,
3151, and others as the OBF may define.
3.1.5 Ordering Interconnection
The Parties agree to utilize the OBF-ASR process for ordering
interconnection trunks, which is the same process used to order
Access Services. 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.
3.2 Service Order Process Requirements
3.2.1 OBF Compliance
3.2.1.1 U S WEST and Pac-West shall generally follow the
OBF-developed ordering and provisioning process
guidelines. These processes include, but are not
limited to, pre-order service inquiry, pre-order
service inquiry response, firm order,
acknowledgment/rejection, firm order confirmation,
delay notification, and completion notification. U S
WEST agrees to work cooperatively to generally comply
with future OBF developed guidelines.
3.2.2 Service Migrations and New Customer Additions
3.2.2.1 For Resale Services, U S WEST shall not require a
disconnect order from a Customer, another local
service provider, or any other entity, to process an
Pac-West order to establish Pac-West Local Service
and/or migrate a Customer to Pac-West Local Service.
3.2.2.2 For Resale Services, U S WEST shall not disconnect any
Customer service or existing features available under
this Agreement at any time during the
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migration of that Customer to Pac-West service without Pac-West's
prior agreement.
3.2.2.3 For services provided through unbundled Network Elements, U S
WEST shall recognize Pac-West as an agent for the Customer in
coordinating the disconnection of services provided by another
CLEC or U S WEST.
3.2.2.4 Unless otherwise directed by Pac-West, when Pac-West orders
Resale Services or Network Elements, all trunk or telephone
numbers currently associated with existing services shall be
retained without loss of feature capability and without loss of
associated ancillary services including, but not limited to,
Directory Assistance and 911/E911 capability for those services
or features which U S WEST controls and which are available under
this Agreement.
3.2.2.5 For Customer conversions requiring coordinated cut-over
activities, U S WEST and Pac-West will agree on a scheduled
conversion time(s), which will be a designated two-hour time
period within a designated date. Unless expedited, U S WEST and
Pac-West shall schedule the cut-over window at least forty-eight
(48) hours in advance, and as part of the scheduling, U S WEST
shall estimate for Pac-West the duration of any service
interruption that the cut-over might cause .2 The cut-over time
will be defined as a thirty (30) minute window within which both
the Pac-West and U S WEST personnel will make telephone contact
to complete the cut-over.
3.2.2.5.1 U S WEST will coordinate activities of all U S WEST
work groups involved with the conversion. This coordination will
include, but not be limited to, work centers charged with manual
cross-connects, electronic cross-connect mapping, and switch
translations (including, but not limited to, implementation of
Interim Number Portability translations).
3.2.2.5.2 As soon as possible, but in no event later than one (1)
hour after completion, U S WEST will notify Pac-West when
coordinated cut-over is complete.
3.2.2.5.3 End user service interruption shall not exceed twenty
(20) minutes during any cut-over. The average interruption caused
by the cut-over of Pac-West Customers shall not exceed ten (10)
minutes. If any service interruption is to exceed twenty (20)
minutes, however, U S WEST will immediately notify Pac-West of
such delay.
3.2.2.5.4 Within the appointed thirty (30) minute cut-over time,
the U S WEST personnel will call the Pac-West personnel
designated to perform cross-connection work and when the U S WEST
person is reached in that interval such work will be promptly
performed. If the Pac-West person is not ready within the
appointed' interval, and if Pac-West had not called to
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reschedule the work at least two (2) hours prior to the start of the
interval, U S WEST and Pac-West will reschedule the work order and
Pac-West will pay the non-recurring installation charge for the
unbundled loops scheduled for the missed appointment. In addition,
non-recurring installation charges for the rescheduled appointment
will apply. If the U S WEST person is not available or not ready at
any time during the thirty (30) minute interval, Pac-West and U S
WEST will reschedule and U S WEST will waive the non-recurring
charge for the unbundled loops scheduled for that interval. If
unusual or unexpected circumstances prolong or extend the time
required to accomplish the coordinated cut-over, the Party
responsible for such circumstances is responsible for the reasonable
labor charges of the other Party. Delays caused by the customer are
the responsibility of Pac-West. In addition, if Pac-West has ordered
INP as a part of the unbundled loop installation, U S WEST will
coordinate implementation of INP with the unbundled loop
installation.
3.2.2.6 Service Order U S WEST shall provide Pac-West the capability to
issue a service order for unbundled Network Elements, Combinations,
and Resale Services.
3.2.2.7 PLOC Changes: U S WEST shall provide Pac-West the capability to
transfer a customer with no feature changes to Pac-West through a
streamlined PLOC (Primary Local Carrier) transfer process.
3.2.2.8 Status: U S WEST shall provide the Pac-West status on a service
order when the status of the order changes.
3.2.2.9 Modifies: U S WEST shall provide Pac-West the capability to modify
the service order any time after it has been issued; however, U S
WEST may require the issuance of a supplemental or change order.
3.2.2.10 Cancel: U S WEST shall provide Pac-West the capability to cancel the
service order any time after it has been issued.
3.2.2.11 Coordinated Service Orders: U S WEST shall provide Pac-West the
capability to relate coordinated services orders, and identify those
service orders that require coordination with Pac-West, or the
subscriber, or the subscriber's vendor. When so identified, U S WEST
will follow any specific instructions indicated on the service order
so that the subscriber's service is not negatively affected by the
service turn-up activity.
3.2.2.12 Expedite Process: U S WEST and Pac-West shall mutually develop
expedite procedures to be followed when Pac-West determines an
expedite is required to meet subscriber service needs.
3.2.2.13 Expedites: U S WEST shall provide Pac-West the capability to
expedite a service order. Within two (2) business hours after a
request from Pac-West for an expedited order, U S WEST shall notify
Pac-West of U S WEST's confirmation to complete, or not complete,
the order within the expedited interval.
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3.2.3 Intercept Treatment and Transfer of Service Announcements
3.2.3.1 U S WEST shall provide unbranded intercept treatment
and transfer of service announcements to Pac-West
Customers. U S WEST shall provide such treatment and
transfer of service announcement for all service
disconnects, suspensions, or transfers, in the same
manner as that which U S WEST provides to its own end
users. U S WEST's current standard time periods for
providing such announcements is three (3) months for
residential service and twelve (12) months for business
service. Pac-West may request extensions at parity
with that which U S WEST provides to its end-users.
3.2.3.2 Pursuant to this Agreement, Pac-West shall provide
unbranded intercept treatment and transfer of service
announcements to U S WEST Customers. Pac-West shall
provide such treatment and transfer of service
announcement for all service disconnects, suspensions,
or transfers, at parity with that which Pac-West
provides its own end users. Pac-West standard time
periods for providing such announcements is three (3)
months for residential service and twelve (12) months
for business service. U S WEST may request extensions at
parity with that which Pac-West provides to its
end-users.
3.2.4 Due Date
3.2.4.1 U S WEST and Pac-West shall mutually agree on what
services and circumstances are subject to the standard
interval process to determine the due date or the
requested/committed due date process.
3.2.4.2 For those services and circumstances that U S WEST and
Pac-West agree shall be handled by the standard interval
process, U S WEST shall supply Pac-West with standard
due date intervals on a nondiscriminatory basis to be
used by Pac-West personnel to determine service
installation dates. Under those circumstances U S WEST
shall complete the provisioning within the standard
interval.
3.2.4.2.1 If Pac-West requests a due date earlier than
the standard due date interval, then expedite charges
may apply.
3.2.4.3 For those services and circumstances that U S WEST and
Pac-West agree shall be handled by the
requested/committed due date process, Pac-West may
request a due date on each order. U S WEST will provide
an offered due date on a nondiscriminatory basis. If
Pac-West accepts the offered due date then such date
shall become the committed due date. U S WEST will
complete the order on the committed due date unless
otherwise authorized by Pac-West.
3.2.4.3.1 If Pac-West requires a due date earlier than
the U S WEST offered due date and U S WEST agrees to
meet the Pac-West required due date, then that required
due date becomes the committed due date and expedite
charges may apply.
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3.2.4.4 Subsequent to an initial order submission, Pac-West may
request a new/revised due date that is earlier than the
committed due date. If U S WEST agrees to meet that
new/revised due date, then that new/revised due date
becomes the committed due date and expedite charges may
apply.
3.2.4.5 Any special or preferred scheduling options available,
internally or externally, to U S WEST for ordering and
provisioning services shall also be available to
Pac-West.
3.2.5 Customer Premises Inspections and Installations
3.2.5.1 Pac-West shall perform or contract for all needs
assessments, including equipment and installation
requirements, at the Customer premises.
3.2.5.2 U S WEST shall provide Pac-West with the ability to
schedule dispatches for work under this Agreement.
3.2.5.3 U S WEST shall provide, at Pac-West's request, extended
demarcation beyond the NID using intrabuilding riser and
lateral beyond the NID. This provision shall not require
U S WEST to provide inside wire.
3.2.6 Firm Order Confirmation (FOC)
3.2.6.1 U S WEST shall provide to Pac-West, via an electronic
interface, a Firm Order Confirmation ("FOC") for each
Pac-West order. The FOC shall contain, on a per line
and/or trunk basis, an enumeration of Pac-West ordered
unbundled Network Elements (and the specific U S WEST
naming convention applied to that Network Element or
Combination), features, functions, Resale Services,
options, physical interconnection, quantity, and U S WEST
committed due date for order completion.
3.2.6.2 For a revised FOC, U S WEST shall provide order detail on
a per line or per trunk level basis, as well as the order
detail from the prior FOC.
3.2.7 Order Rejections
3.2.7.1 U S WEST shall reject and return to Pac-West any order
that U S WEST cannot provision, due to technical reasons,
missing information, or jeopardy conditions in accordance
with Performance Measurements as defined herein. When an
order is rejected, U S WEST shall, in its rejection
notification, specifically describe all of the reasons
for which the order was rejected. US WEST shall not
reject any orders on account of the requested due date.
3.2.7.2 On an exception basis, to the extent that errors cannot
be corrected pursuant to electronic interface processes,
U S WEST agrees to accept verbal order corrections from
Pac-West. U S WEST shall timely inform
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Pac-West by telephone of any minor issues which can be
handled over the phone. As required, Pac-West will provide
a supplemental order reflecting changes to the original
service order.
3.2.8 Service Order Changes
3.2.8.1 If an installation or other Pac-West-ordered work request
requires a change from the original Pac-West service
order in any manner, U S WEST shall call Pac-West in
advance of performing the installation or other work to
obtain authorization. U S WEST shall then provide
Pac-West an estimate of additional labor hours and/or
materials. After all installation or other work is
completed, U S WEST shall notify Pac-West of actual labor
hours and/or materials used in accordance with regular
service order completion schedules.
3.2.8.1.1 If additional work is completed on a service
order, as approved by Pac-West, the cost of the
additional work must be reported to Pac-West in
accordance with regular service order completion
schedules.
3.2.8.1.2 If a service order is partially completed,
notification must identify the work that was done and the
work remaining to be completed.
3.2.8.2 If an Pac-West Customer requests a service change at the
time of installation or other work being performed by U S
WEST on behalf of Pac West, U S WEST, while at the
Customer premises, shall direct the Pac West Customer to
contact Pac-West so as to avoid unnecessary delays in
service activation should the U S WEST representative
leave Customer premises prior to completing the
installation.
3.2.9 Jeopardy Situations
3.2.9.1 To the extent jeopardy information is available, U S WEST
shall provide to Pac-West notification of any jeopardy
situations prior to the committed due date, missed
appointments and any other delay or problem in completing
work specified on Pac-West service order as detailed on
the FOC, in accordance with the Performance Measurements
as defined herein.
3.2.10 Cooperative Testing
3.2.10.1 Network Testing
3.2.10.1.1 To the extent that U S WEST provides testing for
services offered to its end users and to the extent U S WEST
provides testing for itself, U S WEST shall perform all
pre-service testing prior to the completion of the Pac-West
order, including testing on local service facilities and
switch translations, including, but not limited to,
verification of features, functions, and services ordered by
Pac-West.
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3.2.10.1.2 The Parties agree to cooperate in testing that is
required to complete service orders.
3.2.10.2 Systems and Process Testing
3.2.10.2.1 Upon Pac-West's request, U S WEST shall cooperate
with Pac-West to ensure that all operational interfaces and
processes are in place and functioning properly and
efficiently. Testing shall simulate actual operational
procedures and systems interfaces to the greatest extent
possible. Pac-West may request cooperative testing to ensure
service performance, reliability, and Customer service
ability.
3.2.11 Service Suspensions/Restorations
3.2.11.1 For services other than non-switched, upon Pac-West's
request through a Suspend/Restore Order, U S WEST shall
suspend or restore the functionality of any Network Element,
feature, function, or Resale Service. U S WEST shall provide
restoration priority on a per Network Element or Combination
basis in a manner that conforms with Pac-West requested
priorities and any applicable regulatory rules and
regulations or government requirements.
3.2.12 Disconnects
3.2.12.1 US WEST shall provide to Pac-West daily information, in a
mutually agreed upon format, notifying Pac-West of any
services disconnected from Pac-West. This report will
itemize a change in local service provider or outward line
movement on service order activity.
3.2.13 Order Completion Notification
3.2.13.1 Upon completion of a service order by US WEST in its
system(s), U S WEST shall submit to Pac-West an order
completion which details the work performed (including a
list of features and functions installed), the date
completed, charges associated with the order, and
verification of accurate service completion. Notification
shall be provided in accordance with mutually agreed upon
intervals.
3.2.14 [Intentionally left blank for numbering consistency.]
3.2.15 Specific Unbundling Requirements
3.2.15.1 Pac-West may order and U S WEST shall provision unbundled
Network Elements either individually or in any combination
on a single order. Pac-West may order and US WEST shall
provide Unbundled Network Elements without restriction as to
how those elements may be rebundled.(3)
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3 MCIm Order, p. 11 at issue 14 and AT&T Order, p. 13 at Issue 25.
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3.2.15.2 Prior to providing service in a specific geographic area
or when Pac-West requires a change of network
configuration, Pac-West may elect to place an order with
U S WEST requiring U S WEST to prepare Network Elements
and switch translations in advance of orders for
additional Network Elements from Pac-West.
3.2.15.3 When Pac-West orders combinations of currently connected
Network Elements, U S WEST shall ensure that such Network
Elements remain connected and functional without any
disconnection or disruption.
3.2.15.4 Order combinations of contiguous Network Elements shall be
available to be ordered (a) on a case-by-case basis for
those Network Elements that are Customer-specific; or (b)
on a common-use (non-end user specific) basis for those
Network Elements that are shared by multiple Customers.
3.2.15.5 Individual Network Elements shall be identified and
ordered by Pac-West so that they can be provisioned
together.
3.2.15.6 U S WEST shall provide technical assistance to Pac-West
with respect to unbundled Network Elements pursuant to
Section 2.3.3.3 of this Attachment.
3.2.15.7 Each order for Network Elements will contain
administration, bill, contact, and Customer information,
as defined by the OBF.
3.2.15.8 When ordering unbundled switch ports, Pac-West is
requested to specify the desired signaling (e.g., loop
start, ground start or loop reverse battery options).
3.2.15.8.1 To the extent Pac-West requires an unbundled
loop to provide ISDN, HDSL, ADSL, DS1 service or other
channel performance options, such requirements will be
identified on the order for unbundled loop service.
3.2.15.8.2 The actual loop facilities provided may utilize
various technologies or combinations of technologies.
Basic unbundled loops provide an analog facility to
Pac-West.
3.2.16 Interim Interfaces
3.2.16.1 U S WEST will offer interim interfaces via Interconnect
Mediated Access as documented in Document Number T-1
2-99-116472-00-02, current as of the Effective Date of
this Agreement, or as mutually agreed to by the Parties.
3.2.16.2 Until the electronic interface described in Section
3.2.16.1 is available for the required services, U S WEST
agrees that the Interconnect Service Center (ISC) or
similar function will accept Pac-West orders. Orders will
be transmitted to the ISC via mutually agreed procedures.
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3.2.16.3 Until industry standards are completed and implemented
pursuant to Section 3.3.2 of this Attachment, U S WEST
and Pac-West agree to use interim interfaces as described
in Section 3.2.16.1 above.
3.2.17 Ordering and Maintenance
3.2.17.1 For the purpose of ordering unbundled Network Elements or
Combinations, Pac-West shall provide a blanket letter of
authorization to U S WEST indicating that it shall be
duly authorized by its customer to process such service
orders.
3.2.17.2 If there is a conflict between an end user (and/or its
respective agent) and Pac-West regarding the
disconnection or provision of unbundled Network Elements
or Combinations, U S WEST will honor the latest dated
proof of authorization designating an agent by the end
user or its respective agent. Compensation for
unauthorized disconnections or transfers shall be in
accordance with Section 258 of the Act or by Commission
rule.
3.2.17.3 Pac-West has primary responsibility for its own end user
base and will have the responsibility for resolution of
any service trouble report(s) from its customers. U S
WEST 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 U S WEST's
network. Where available, Pac-West must provide to U S
WEST switch-based test results when testing its
customer's trouble prior to U S WEST performing any
repair functions. The Parties will cooperate in
developing mutually acceptable test reports.
3.2.17.4 In the event of a transfer of the end user's service for
unbundled Network Elements from one provider to Pac-West,
Pac-West shall issue a request for transfer of service to
U S WEST and the provider from whom the service is being
transferred. In the event of a transfer of the end users
service for unbundled Network Elements from Pac-West to
another provider, Pac-West shall submit to U S WEST a
disconnect order for such unbundled Network Elements or
Combinations to facilitate the cessation of billing by U
S WEST. The Parties agree to develop procedures to handle
the transfer of an end user service from one provider to
another.
3.2.17.5 [intentionally left blank for numbering consistency.]
3.2.17.6 When ordering unbundled loops, Pac-West is responsible
for obtaining or providing facilities and equipment that
are compatible with the loop.
3.2-17.7 To the extent a U S WEST provided unbundled loop is
provisioned without U S WEST provided unbundled
switching, Pac-West will have responsibility for testing
the unbundled loop. If, at Pac-West's request, U S WEST
must dispatch to perform tests on an unbundled loop, and
the fault is not in U S WEST facilities, a charge may
apply.
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3.2.17.8 To the extent a U S WEST provided unbundled loop
is provisioned without unbundled U S
WEST-provided unbundled switching, Pac-West will
be responsible for providing the Pac-West switch
interface, if applicable, on the U S WEST MDF
interface to facilitate plant test.
3.3 Systems Interfaces and Information Exchanges
3.3.1(4) Interim Requirements for Operational Support Systems In
accordance with Section 271 of the Act, U S WEST shall provide
Pac-West with interfaces to access U S WEST's databases and
associated signaling necessary for the routing and completion
of Pac-West traffic. Except where otherwise specified, access
to such databases, and the appropriate interfaces, shall be
made available to Pac-West via a Bona Fide Request. The costs
will be recovered through prices based on TELRIC or other
method to be decided upon by the Commission.
3.3.1.1 Operational Systems Interfaces - Interface
Implementation Timetable 3.3.1.1.1 U S WEST's
initial operational systems interfaces deployment
on a date to be mutually agreed upon by Pac-West
and U S WEST, will support Pre-ordering,
Ordering, Provisioning and Repair capabilities
for POTS (non-design) services and billing
capabilities for most U S WEST product offerings.
Subsequent phases of the plan incorporate the
capabilities to support designed services for
Pre-ordering, Ordering, Provisioning, and
Maintenance and Repair. Time frames for delivery
of the operational support systems for designed
services are estimated to be sometime in the near
future.
3.3.1.1.2 U S WEST will develop long term
mediated access pursuant to the Joint
Implementation Agreement.
3.3.1.1.3 U S WEST shall abide by the
implementation schedule and the representation
made within testimony presented in Commission
Docket Nos. U-3175-96-479 and E-1051-96-479 in
deploying its initial interfaces. U S WEST shall
regularly inform Pac-West of its progress in
implementing the interfaces, and shall allow
Pac-West to test the interfaces and participate
in their planning. If U S WEST does not fulfill
the terms of its representations, it may be
liable to Pac-West for compensation for damages
and costs due to U S WEST's failure to comply
with its representations.
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4 MCIm Order, pp. 15-16 at Issues 24-27 and AT&T Order at Issue 41.
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3.3.1.2 OSS Interface Design
3.3.1.2.1 U S WEST will develop OSS interfaces using an electronic
gateway solution consistent with the design prescribed by the FCC
Interconnection Order at paragraph 527. These gateways will act as
a mediation or control point between Pac-West and U S WEST's
Operations Systems. Additionally, these gateways will provide
security for the interface, protecting the integrity of the U S
WEST network and its databases, and ensuring that information
privacy is maintained.
3.3.1.2.2 Baseline gateway architecture will initially incorporate
a "World Wide Web"- based, human-readable format for the
transaction-type interfaces to meet the needs of Pac-West.
Different batch-type interfaces will be proposed in selected areas
based on existing standards for their application. US WEST will
offer a machine-to-machine based protocol interface (e.g., CMIP)
pursuant to the Joint Implementation Agreement.
3.3.1.2.3 U S WEST 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.
3.3.1.2.4 For the exchange of daily usage data, including
third party billed, collect, and card calls, U S WEST
will use the Bellcore EMIR format for the records, using
the Connect Direct, otherwise also known as the
Connect:Direct method to transmit the information to
carriers.
3.3.1.2.5 For the exchange of Centralized Message
Distribution System ("CMDS") data, U S WEST will use the
existing CMDS record format, and again will use the
Connect Direct method to transmit the information to
carriers.
3.3.1.3 Provisioning
When the "pre-ordering" and "ordering" steps are completed, the requisite
information will have been obtained from the customer and the initiation of a
work order can begin. Submitting a work order will result in the provisioning
and installation, if necessary, of a customer's service. The functional set
required to order service is: open a work order, cancel a work order, change a
work order, send a firm order confirmation, send notification of order jeopardy,
send notification of status change, and send notification of order completion.
21
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3.3.1.3.1 Work Order Request & Receipt
Enables Pac-West to submit a work request indicating the
actions required for the provisioning of products,
services and features, acknowledges the receipt of the
work order, and includes the date and time the
transaction was received.
3.3.1.3.2 Work Order Change & Cancellation
Enables Pac-West to submit a change request or
cancellation notice in order to modify a previously
submitted work order.
3.3.1.3.3 Status Query
Gives Pac-West the ability to determine the current
status of orders and will include the due date and
remarks pertinent to the order status.
3.3.1.3.4 Jeopardy Notification & Response
Provides Pac-West with a notification that the requested
due date cannot be met for a non-confirmed order or that
there is a critical date in jeopardy for a confirmed
order and will accept Pac-West response indicating the
action to be taken on the jeopardy notification.
3.3.1.3.5 Firm Order Confirmation
Provides Pac-West with a confirmation that the work order
has been accepted and is anticipated to be completed by
the due date. If the due date cannot be met, Pac-West
will receive a Jeopardy Notification, not a Firm Order
Confirmation.
3.3.1.3.6 Work Order Completion
Provides Pac-West notification that the order has been
completed, including a summary of the account containing
directory information, services, associated features, and
recurring and non-recurring charges.
3.3.2 Permanent Access to Systems Interfaces
3.3.2.1 U S WEST shall provide to Pac-West a
real-time, electronic interface(s) for
transferring and receiving information and
executing service pre-ordering, ordering,
provisioning, maintenance and repair
transactions for unbundled Network Elements
and Resale Services, and any other database
access required by FCC rules and
regulations. In addition, U S WEST shall
also provide the electronic interfaces
specified in this Agreement which support
business processes or database access. The
interface(s) shall be capable of supporting
all of the steps in the OBF developed
ordering and provisioning process. These
steps include pre-order service inquiry, pre
order service inquiry response, firm order
acknowledgment/rejection, firm order
confirmation, and completion notification.
22
<PAGE>
3.3-2.1.1 The Parties will jointly review
each OBF standard upon completion. The review
shall be completed within thirty (30) days,
unless otherwise agreed to by the Parties.
The review shall result in a mutual agreement
on whether the new standard will be deployed.
Within thirty (30) days of agreement to
deploy the new standard, the Parties shall
agree on a schedule for such deployment.
3.3.2.2 U S WEST shall provide Pac-West a common
electronic interface that will permit the
transmittal of business and residential
transactions.
3.3.3 Ordering and Provisioning for Resale Services
U S WEST shall provide a real time electronic interface with at least
the following specifications:
3.3.3.1 U S WEST shall provide to Pac-West a
real-time, electronic interface to U S WEST
information systems to allow Pac-West to
assign telephone number(s) (if the Customer
does not already have a telephone number or
requests a change of telephone number).
3.3.3.2 For Resale Services not subject to standard
intervals, U S WEST shall provide to
Pac-West a real-time, electronic interface
to schedule dispatch and installation
appointments.
3.3.3.3 U S WEST shall provide to Pac-West a
real-time, electronic interface to U S WEST
Customer information systems which will
allow Pac-West to determine if a service
call is needed to install the line or
service.
3.3.3.5 U S WEST shall provide to Pac-West a
real-time, electronic interface which
transmits status information on service
orders.
3.3.4 Ordering and Provisioning for Unbundling
3.3.4.1 For unbundled Network Elements not subject
to standard intervals, U S WEST shall
provide to Pac-West, when available, a
real-time, electronic interface which will
allow Pac-West to schedule appointments, and
adjust pending order due dates in real-time.
3.3.4.2 U S WEST shall provide Pac-West with results
from mechanized loop tests.
3.3.4.3 U S WEST shall provide Pac-West with
confirmation of circuit assignments.
3.4 Standards
3.4.1 General Requirements
3.4.1.1 Pac-West and U S WEST shall agree upon the
appropriate ordering and provisioning codes
to be used for each Network Element or
Combinations
23
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thereof These codes shall apply to all
aspects of the unbundling of that Network
Element or Combination of Network Elements
and shall be known as data elements as
defined by the Telecommunications Industry
Forum Electronic Data Interchange Service
Order Subcommittee (TCIF-EDI-SOSC), or as
mutually agreed.
3.5 Performance Measurements and Reporting
[Intentionally left blank for numbering consistency]
3.5.2 Quality Measurements
[Intentionally left blank for numbering consistency]
3.5.3 Reporting
[Intentionally left blank for numbering consistency]
4. Connectivity Billing and Recording
This Section 4 describes the requirements for U S WEST to bill and record all
charges Pac-West incurs for purchasing services under this Agreement.
4.1 Procedures
4.1.1 The Parties recognize that deviations and discrepancies may
occur from the various industry standards and other standards
referenced in this Agreement. Subject to such discrepancies
and deviations, U S WEST shall comply with these various
standards. Discrepancies and deviations will be documented and
reviewed.
4.1.1.1 Within forty-five (45) days after the Effective
Date of this Agreement, the Parties will develop
processes by which U S WEST will inform Pac-West of
deviations from standards for billing. The Parties
agree that they will negotiate discrepancies and
deviations in good faith. Further, the Parties
agree that those documented deviations from such
standards documented by U S WEST to Pac-West shall
supersede sections of technical standards
applicable to such deviations referenced in this
Agreement.
4.1.2 U S WEST shall record and bill in accordance with this
Agreement those charges Pac-West incurs as a result of
Pac-West purchasing from U S WEST services, as set forth in
this Agreement (hereinafter "Connectivity Charges").
4.1.3 U S WEST shall format each bill for Connectivity Charges
(hereinafter "Connectivity Bill") in accordance with the CRIS,
CABS or SECAB standard as appropriate to the services
billed.(5)
- ----------
5 Procedural Order, July 14, 1997, pages 18-19.
24
<PAGE>
4.1.4 Each service purchased by Pac-West shall be assigned a
separate and unique billing code or identifier in the form
agreed to by the Parties and such code or identifier shall be
provided to Pac-West on each Connectivity Bill in which
charges for such services appear. Each such billing code or
identifier shall enable Pac-West to identify the service as
purchased by Pac-West
4.1.5 Each Connectivity Bill shall set forth the quantity and
description of each such service provided and billed to
Pac-West. All Connectivity Charges billed to Pac-West shall
indicate the state from which such charges were incurred.
4.1.6 U S WEST shall bill Pac-West for each service supplied by U S
WEST to Pac-West pursuant to this Agreement at the rates set
forth in Attachment 1 to this Agreement.
4.1.7 U S WEST shall bill Pac-West for the Connectivity Charges
incurred; provided, however, that for those usage-based
Connectivity Charges where actual charge information is not
determinable by U S WEST because the jurisdiction (i.e.,
interstate, interstate/interLATA, intrastate, intrastate/
intraLATA, local) of the traffic is unidentifiable, or for any
other reason, the Parties shall jointly develop a process to
determine the appropriate charges.
4.1.8 Measurement of usage-based Connectivity Charges shall be in
actual conversation seconds. For local interconnection traffic
provided under Attachments 3 and 4 of this Agreement, the
total conversation time per chargeable traffic types shall be
totaled for the entire monthly bill cycle, rounded to the next
whole minute and then billed at the contract rate. For Resale
services provided under Attachment 2 of this Agreement, the
total conversation time shall be measured in accordance with U
S WEST's retail tariff and billed at the contract rate.
4.1.9 U S WEST shall provide to Pac-West, at no additional charge, a
Single Point of Contact for handling any Connectivity Billing
questions or problems that may arise during the implementation
and performance of the terms and conditions of this Agreement
4.1.10 U S WEST shall provide a Single Point of Contact for the
handling of any data exchange questions or problems that may
arise during the implementation and performance of the terms
and conditions of this Agreement.
4.1.11 As soon as possible after the Effective Date of this
Agreement, each Party shall provide the other Party written
notice of which form of the monthly Connectivity Bill is to be
deemed the official bill to assist the Parties in resolving
any conflicts that may arise between the official bill and
another form of bill received via a different media which
purportedly contains the same charges as are on the official
bill.
4.1.12 If either Party requests an additional copy(ies) of a bill,
such Party shall pay the other Party a reasonable fee per
additional bill copy, unless such copy was requested due to
errors, omissions, or corrections or the failure of the
transmission to comply with the specifications set forth in
this Agreement
4.1.13 When sending Connectivity Bills via electronic transmission,
to avoid transmission failures or the receipt of Connectivity
Billing information that cannot be processed, Pac
25
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West shall provide U S WEST process specifications. U S WEST
shall comply with mutually agreed upon processing
specifications when U S WEST transmits Connectivity Billing
data to Pac-West. Pac-West shall provide to U S WEST notice if
a Connectivity Billing transmission is received that does not
meet mutually agreed upon Pac-West specifications. Faulty or
failed transmissions shall be corrected and resubmitted to
Pac-West, at U S WEST's sole expense.
4.1.14 U S WEST shall deliver to a location specified by Pac-West,
billing information via Connect Direct, magnetic tape or
paper, as agreed to by Pac-West and U S WEST. In the event of
an emergency, system failure or other such condition which
prevents U S WEST from transmitting via Connect Direct, U S
WEST shall notify Pac-West of such difficulties within two (2)
hours of detection. U S WEST shall deliver to, a location
specified by Pac-West, billing information via magnetic tape
or paper, as agreed to by Pac-West and U S WEST. The Parties
acknowledge that all tapes transmitted to the other Party via
U.S. Mail or overnight delivery service and which contain
Connectivity Billing data shall not be returned to the sending
party.
4.1.15 [intentionally left blank for numbering consistency]
4.1.16 Billed amounts which are being reasonably disputed or
reasonably queried or for which reasonable claims have been
filed, are not due for payment until such disputes, claims or
queries have been fully resolved by both Pac-West and U S
WEST.
4.1.17 [intentionally left blank for numbering consistency]
4.1.18 Bill Reconciliation
4.1.18.1 Each Party agrees to notify the other Party upon
the discovery of a billing discrepancy ("Notice
of Discrepancy").
4.1.18.2 In the event of such Notice of Discrepancy, the
Parties shall endeavor to resolve the
discrepancy within sixty (60) calendar days
after the Notice of Discrepancy is issued using
normal business procedures. If the discrepancy
is disputed, resolution of such dispute is
expected to occur at the first level of
management resulting in a recommendation for
settlement of the dispute and closure of a
specific billing period.
4.1.18.3 Closure of a specific billing period shall occur
by joint agreement of the Parties whereby the
Parties agree that such billing period is closed
to any further analysis and financial
transactions, except those resulting from an
Audit. Closure shall take place within nine (9)
months of the Bill Date. The month being closed
represents those Connectivity Charges that were
billed or should have been billed by the
applicable bill date.
4.1.18.4 If the dispute is not resolved within the
allotted time frame, the following resolution
procedure shall begin:
26
<PAGE>
4.1.18.4.1 If the dispute is not resolved within sixty
(60) days of the Notice of Discrepancy, the
dispute shall be escalated to the second
level of management for resolution.
4.1.18.4.2 If the dispute is not resolved within ninety
(90) days of Notice of Discrepancy, the
dispute shall be escalated to the third
level of management for resolution.
4.1.18.4.3 If the dispute is not resolved within one
hundred and twenty (120) days of the Notice
of Discrepancy, upon the written request of
either Party within such one hundred and
twenty (120) day period, the dispute may be
resolved pursuant to the dispute resolution
provision set forth in Part A of this
Agreement.
4.1.19 U S WEST shall reimburse Pac-West for incorrect Connectivity
Billing charges, including, without limitation, overcharges,
services ordered or requested but not delivered, interrupted
services, and services of poor quality and installation
problems, if such problems are caused by U S WEST. Such
reimbursements shall be set forth in the appropriate section
of the Connectivity Bill pursuant to appropriate standards.
4.1.20 The Parties agree to record call information in accordance
with this Section 4.1. To the extent technically feasible,
each Party shall record all call detail information associated
with every call that one Party bills to the other Party.
Pac-West may request, through the Bona Fide Request process
the recording of call records and/or call detail information
that is not currently recorded by U S WEST. These records
shall be provided and retained pursuant to Section 5 of this
Attachment.
4.1.21 When Pac-West collocates with U S WEST in U S WEST's facility
as described in this Agreement, capital expenditures (e.g.,
costs associated with building the "cage"), shall not be
included in the Connectivity Bill provided to Pac-West
pursuant to this Attachment 5. All such capital expenses shall
be given a unique BAN and invoice number. All invoices for
capital expenses shall be sent to the location specified by
Pac-West for payment. All other non-capital recurring
collocation expenses shall be billed to Pac-West in accordance
with this Agreement. The CABS/SECABS Billing Output
Specifications (BOS) documents provide the guidelines on how
to bill the Connectivity Charges associated with collocation.
4.1.22 Local Number Portability
4.1.22.1 In accordance with the terms and conditions set forth
in this Agreement U S WEST shall record and provide
to Pac-West all detail information associated with an
alternately billed call to an Pac-West local exchange
customer whose telephone number has been ported from
U S WEST under INP as further described in this
Agreement
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4.1.23 Meet Point Billing
4.1.23.1 Pac-West and U S WEST will establish meet-point billing
("MPB") arrangements in accordance with the Meet Point
Billing guidelines adopted by and contained in the OBF's
MECAB and MECOD documents, except as otherwise mutually
agreed to by the Parties. Both Parties will use their
best reasonable efforts, individually and collectively,
to maintain provisions in their respective federal and
state access tariffs, and/or provisions within the
National Exchange Carrier Association (NECA) Tariff No.
4, or any successor tariff to reflect the MPB
arrangements identified in this Agreement, in MECAB and
in MECOD.
4.1.23.2 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 OBF's MECAB and MECOD documents and referenced in U S
WEST's Switched Access Tariffs. The Parties understand
and agree that MPB arrangements are available and
functional only to/from IXCs who directly connect with
the tandem(s) that Pac-West sub-tends in each LATA.
4.1.23.3 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.
4.1.23.4 Pac-West and U S WEST will implement the "Multiple
Bill/Single Tariff" option in order to bill any
interexchange carrier (IXC) for that portion of the
network elements provided by Pac-West and U S WEST. For
all traffic carried over the MPB arrangement, Pac-West
and U S WEST shall bill IXCs for all applicable elements
at the rates specified in their respective tariffs.
4.1.23.5 U S WEST shall provide to Pac-West the billing name,
billing address, and carrier identification code (CIC) of
the IXCs that may utilize any portion of Pac-West network
in an Pac-West/U S WEST MPB arrangement in order to
comply with the MPB notification process as outlined in
the MECAB document. Such information shall be provided to
Pac-West in the format and via the medium that the
Parties agree. If U S WEST does not have a CIC for any
IXC that will utilize a portion of Pac-West network in an
Pac-West/U S WEST MPB arrangement, and for whom U S WEST
must supply to Pac-West MPB billing information, then
until such carrier has obtained a CIC, U S WEST will
submit the LEC's CIC on those MPB records provided to
Pac-West for MPB. U S WEST understands and agrees that it
will be solely responsible for obtaining any
reimbursements from such carriers who have utilized the
jointly provided networks of U S WEST and Pac-West
28
<PAGE>
4.1.23.6 U S WEST and Pac-West agree that in an MPB arrangement
where one Party provides local transport and the other
Party provides the end office switching, the Party who
provides the end office switching is entitled to bill any
residual interconnection charges (RIC) and common carrier
line (CCL) charges associated with the traffic. The Parties
further agree that in those MPB situations where one Party
sub-tends the other Party's access tandem, the Party
providing the access tandem in only entitled to bill the
access tandem fee and any associated local transport
charges. The Parties also agree that the Party who provides
the end office switching is entitled to bill end office
switching fees, local transport charges, RIC and CCL
charges, as appropriate, and such other applicable charges.
4.1.23.7 U S WEST and Pac-West will record and transmit MPB
information in accordance with the standards and in the
format set forth in this Attachment U S WEST and Pac-West
will coordinate and exchange the billing account reference
("BAR") and billing account cross reference (BACR) numbers
for the MPB arrangements described in this Agreement. Each
Party will notify the other if the level of billing or other
BAR/BACR elements change, resulting in a new BAR/BACR
number.
4.1.23.8 If MPB data is not processed and delivered by either U S
WEST or Pac-West and sent to the other Party within ten (10)
calendar days of the relevant recording period and in turn
such Party is unable to bill the IXC for the appropriate
charges, the Party who failed to deliver the data will be
held liable for the amount of the unbillable charges.
4.1.23.9 If MPB data is not submitted within ten (10) calendar days
of the relevant recording period or is not in the proper
format as set forth in this Agreement, and if as a result
the other Party is delayed in billing the IXC for the
appropriate charges it incurs, the delaying Party shall pay
the other Party a late MPB data delivery charge which will
be the total amount of the delayed charges times a monthly
rate that shall not exceed 1.5% which may be levied by law
for commercial transactions, compounded daily for the number
of days from the date the MPB charges should have been
received to and including the date the MPB charge
information is actually received.
4.1.23.10 Errors in MPB data exchange by the Parties may be discovered
by Pac-West, U S WEST or the billable IXC. Both Pac-West and
U S WEST agree to provide the other Party with notification
of any discovered errors within two (2) Business Days of the
discovery. The other Party shall correct the error within
eight (8) Business Days of notification and resubmit the
data. In the event the errors cannot be corrected within the
time period specified above, the erroneous data shall be
considered lost. If MPB data is lost due to uncorrectable
errors or otherwise, the Parties shall follow the procedures
set forth in Section 5 of this Attachment and compensate the
other for the lost MPB billing data.
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<PAGE>
4.1.23.11 In the event Pac-West purchases from U S WEST
Network Elements, or Combination thereof, in a
LATA other than the LATA to or from which the MPB
services are homed and in which US WEST operates
an access tandem, U S WEST shall, except in
instances of capacity limitations, permit and
enable Pac-West to sub-tend the U S WEST access
tandem switch(es) nearest to the Pac-West rating
point(s) associated with the NPA-NXX(s) to/from
which the MPB services are homed. In such event,
Pac-West shall be responsible for the transport
facilities crossing LATA boundaries. In instances
of capacity limitation at a given access tandem
switch, Pac-West shall be allowed to subtend to
the next nearest U S WEST access tandem switch in
which sufficient capacity is available. The MPB
percentages for each new rating point/access
tandem pair shall be calculated in accordance
with MECAB and MECOD.
4.2 Information Exchange and Interfaces
4.2.1 U S WEST shall provide Pac-West a monthly Connectivity Bill
that includes all Connectivity Charges incurred by and credits
and/or adjustments due to Pac-West for those services ordered,
established, utilized, discontinued or performed pursuant to
this Agreement For each account, U S WEST shall issue one (1)
bill per month and the billing cycle shall be on a calendar
basis. Each Connectivity Bill provided by U S WEST to Pac-West
shall include:
4.2.1.1 all non-usage sensitive charges incurred for the
current bill period.
4.2.1.2 any known unbilled non-usage sensitive charges for
prior periods;
4.2.1.3 usage sensitive charges for the current relevant bill
period (from the last bill date and extending up to,
and including, the current bill date);
4.2.1.4 any known unbilled usage sensitive charges for prior
periods; and
4.2.1.5 any known unbilled adjustments.
4.2.3 The bill date must be present on each bill transmitted by U S
WEST to Pac-West, must be a valid calendar date, and not more
than ninety (90) days old. Connectivity Bills shall not be
rendered for any Connectivity Charges which are incurred under
this Agreement on or before two hundred and seventy (270) days
preceding the bill date, except as otherwise permitted by law.
4.2.4 On each bill where "Jurisdiction" is identified, local and
local toll charges shall be identified as "Local"' and not as
interstate, interstate/interLATA, intrastate, or
intrastate/intraLATA. U S WEST shall provide from and through
dates for charges rendered on all Connectivity Bills.
4.2.5 U S WEST shall separately identify business charges from
residence charges, as appropriate, and shall assign a specific
adjustment or reference number provided by Pac-West to each
adjustment and credit included on the Connectivity Bill.
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4.2.6 U S WEST and Pac-West shall issue all Connectivity Bills in
accordance with the terms and conditions set forth in this
Section 4. On Connectivity Bills U S WEST renders to Pac-West,
Billing Account Numbers (BANs) shall be thirteen (13)
character alpha/numeric and there shall only be one (1) BAN
per State unless otherwise agreed to by the Parties. The Bill
Date shall be the same day month to month. Each Party shall
provide the other Party at least thirty (30) calendar days
written notice prior to changing, adding or deleting a BAN.
The Parties shall provide one (1) Connectivity Billing invoice
associated with each BAN. Each invoice must contain an invoice
number, which will vary from month to month. On each bill
associated with a BAN, the appropriate invoice number and the
charges contained on such invoice must be reflected. All
Connectivity Bills must be received by the other Party no
later than ten (10) calendar days from the bill date and at
least thirty-five (35) calendar days prior to the payment due
date (as described in Part A of this Agreement), whichever is
earlier. Any Connectivity Bill received on a Saturday, Sunday
or a day designated as a bank holiday will be deemed received
the next Business Day. If either Party fails to receive
Connectivity Billing data and information within the time
period specified above, then the payment due date will be
extended by the number of days receipt has been delayed.
4.2.7 U S WEST shall issue all Connectivity Bills containing such
billing data and information in accordance with the most
current version of CRIS or CABS/SECABS published by Bellcore,
or its successor, or such later versions as are adopted by
Bellcore, or its successor, as appropriate to the services
being billed. To the extent there are no CRIS, CABS, or SECAB
standards governing the formatting of certain data, such data
shall be issued in the format mutually agreed to by U S WEST
and Pac-West, and in accordance with Attachment 6 to this
Agreement.(6)
4.2.8 As detailed in the MECAB document, Pac-West and U S WEST will
exchange all information necessary to bill third parties for
switched access services traffic jointly handled by Pac-West
and US WEST 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.
4.2.9 U S WEST and Pac-West agree that each Party shall transmit
Connectivity Billing information and data in the appropriate
format as provided herein, electronically via Connect Direct
to the other Party at the location specified by such Party.
Pac-West data centers will be responsible for originating the
calls for data transmission. U S WEST shall transmit in
accordance with the technical specifications mutually agreed
upon by the Parties. Pac-West will supply to U S WEST its RACF
ID and password before the first transmission of data via
Connect Direct. Any changes to either Party's Connect Direct
Node ID must be sent to the other Party no later than thirty
(30) calendar days before the changes take effect.
- ----------
6 Procedural Order, July 14, 1997, pages 18-19.
31
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4.2.10 In emergency situations when tape transmittal has been used,
U S WEST shall adhere to the tape packaging requirements set
forth in this Agreement. Where magnetic tape shipping
containers are transported in freight compartments, adequate
magnetic field protection shall be provided by keeping a
6-inch distance from any magnetic field generating device
(except a magnetron-tape device). U S WEST shall only use
those shipping containers that contain internal insulation
to prevent damage. U S WEST shall clearly mark on the
outside of each shipping container its name, contact and
return address. U S WEST shall not ship any Connectivity
Billing tapes in unprotected tape canisters.
4.2.11 All emergency billing data transmitted via tape must be
provided on a cartridge (cassette) tape and must be of high
quality, conform to the Parties' record and label standards,
9-track, odd panty, 6250 BPI group coded recording mode and
extended binary-coded decimal interchange code (EBCDIC).
Each reel of tape must be 100% tested at 20% or better
"clipping" level with full width certification and permanent
error free at final inspection. Pac-West reserves the right
to destroy a tape that has been determined to have
unrecoverable errors. Pac-West also reserves the right to
replace a tape with one of equal or better quality.
4.2.12 The header record will be formatted in accordance with the
appropriate IBM, CABS or EDI standards as mutually agreed
upon by the Parties.
4.2.13 A single 6-digit serial number must appear on the external
(flat) surface of the tape for visual identification. This
number shall also appear in the "dataset serial number
field" of the first header record of the IBM standard tape
label. This serial number shall consist of the character "V"
followed by the reporting location's four digit Originating
Company Code and a numeric character chosen by the sending
Party. The external and internal label shall be the same.
The dataset name shall appear on the flat side of the reel
and also in the "data set name field" on the first header
record of the IBM standard tape label. U S WEST's name,
address, and contact shall appear on the flat side of the
cartridge or reel.
4.2.14 Tape labels shall conform to IBM OSVS Operating System
Standards contained in the IBM Standard Labels Manual. IBM
standard labels are 80-character records recorded in EBCDIC,
odd parity.
4.2.15 U S WEST shall conform to the Standard Volume Label Format
which will be mutually agreed upon by the Parties.
4.2.16 U S WEST shall use the IBM Standard Dataset Label Format
which will be mutually agreed upon by the Parties.
4.2.17 U S WEST shall use test and production dataset format which
will be mutually agreed upon for all Connectivity Bills.
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4.2.18(7) Interim Billing Interfaces Processes
U S WEST offers interfaces for the exchange of several types
of billing data: Monthly Billing Information, Daily Usage
Data, Local Account Maintenance Report, Centralized Message
Distribution System (CMDS) messages, Routing of in-region
intraLATA collect, calling card, and third number billed
messages
4.2.18.1 Monthly Billing Information
Includes all connectivity charges, credits, and adjustments
related to Network Elements and U S WEST-provided local
service.
4.2.18.2 Daily Usage Data
The accumulated set of call information for a given day as
captured, or "recorded," by the network switches. U S WEST
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 as of the Effective Date of this
Agreement.
4.2.18.3 Local Account Maintenance Report
A report, consisting of the list of phone numbers to which
the carrier providing service since the last report, and the
list of phone numbers to the carrier is no longer providing
service since the last report.
4.2.18.4 Centralized Message Distribution System ("CMDS")
Distribution of CDMS messages for Pac-West customers
4.2.18.5 Routing of In-region intraLATA Collect, Calling
Card, and Third Billed Messages
U S WEST will distribute in-region intraLATA collect,
calling card, and third number billed messages to Pac-West
and exchange with other CLECs 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.
4.3 Standards
4.3.1 At least thirty (30) calendar days prior to U S WEST sending
Pac-West a mechanized bill for the first time via electronic
transmission, U S WEST shall send to Pac-West Connectivity
Bill data in the appropriate mechanized format (e.g., CABS or
SECAB) for testing to ensure that bills can be processed and
that bills comply with the requirements of this Attachment.
After receipt of the test data from U S WEST, Pac-West will
notify
- ----------
7 MCIm Order, pp. 15-16 at Issue 27 and AT&T Order at Issue 41.
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U S WEST if the connectivity billing transmission meets Pac-West
testing specifications. If the transmission fails to meet the
mutually agreed upon test and production dataset format, then, U
S WEST shall make the necessary corrections within a mutually
agreeable time frame. At least three (3) sets of testing data
must meet Pac-West testing specifications prior to U S WEST
sending Pac-West a mechanized production connectivity bill for
the first time via electronic transmission or tape. Thereafter, U
S WEST may begin sending Pac-West production connectivity bills
via electronic transfer on the next bill date, or within ten (10)
calendar days, whichever is later.
4.3.2 U S WEST shall also provide to Pac-West's designated point of
contact, U S WEST's applicable operating company number ("OCN")
at least thirty (30) days prior to testing and at least thirty
(30) days prior to a change of OCN.
4.3.3 At least ninety (90) days prior to any change in existing formats
or change to a different format, U S WEST shall send to Pac-West
Connectivity Bill data in the appropriate mechanized format for
testing to ensure that the bills can be processed and that the
bills comply with the requirements of this Attachment. U S WEST
agrees that it shall not send to Pac-West bill data in the new
mechanized format until such bill data has met the testing
specifications as set forth in this Section.
4.3.4 During the testing period, in addition to CONNECT DIRECT, US WEST
shall also transmit to Pac-West Connectivity Billing data and
information via paper or tape as specified by Pac-West. Test
tapes shall be sent to an Pac-West specified location.
4.3.5 For Connectivity Bills issued in CABS or SECAB format, U S WEST
agrees that if it transmits data to Pac-West in a mechanized
format, U S WEST shall also comply with the following
specifications which are not contained in CABS or SECAB
guidelines but which are necessary for Pac-West to process
Connectivity Billing information and data:
4.3.5.1 The bill date shall not contain spaces or non-numeric
values.
4.3.5.2 Each Connectivity Bill must contain at least one (1)
detail record.
4.3.5.3 Any "from" date should be less than or equal to the
associated "thru" date and neither date can contain
spaces.
4.3.5.4 The invoice number must not have embedded spaces or low
values.
4.3.6 U S WEST agrees that in order to ensure the proper performance
and integrity of the entire Connectivity Billing process, U S
WEST shall be responsible and accountable for transmitting to
Pac-West an accurate and current bill. U S WEST agrees to
implement control mechanisms and procedures to render a bill that
accurately reflects the services ordered and used by Pac-West.
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5. Provision Of Customer Usage Data
This Section 5 sets forth the terms and conditions for U S WEST's provision of
Recorded Usage Data (as defined in this Attachment 5) to Pac-West and for
information exchange regarding long distance billing.
5.1 Procedures
5.1.1 General
5.1.1.1 U S WEST shall comply with various industry, OBF, and
other standards referred to throughout this Agreement. To
satisfy these requirements, the Parties agree to a mutual
interpretation of all standards referred to in this
Section.
5.1.1.2 The Parties shall mutually agree to OBF standards and the
additional standards outlined in this Agreement when
recording and transmitting Usage Data.
5.1.1.3 As new standards are developed and adopted by industry,
U S WEST and Pac-West will negotiate mutually agreeable
implementation of those standards.
5.1.1.4 U S WEST shall record all usage to be billed to Pac-West
originating from, terminating to or billed to Pac-West
Customers using U S WEST services ordered by Pac-West.
Recorded Usage Data includes, but is not limited to, the
following categories of information:
Call attempts
Completed calls
Use of CLASS/LASS/custom features
Calls to information providers reached via U S WEST
facilities and contracted by U S WEST
Calls to Directory Assistance where U S WEST provides such
service to an Pac-West customer
Calls completed via U S WEST-provided Operator Services
where U S WEST provides such service to Pac-West local
service Customer
For U S WEST-provided Centrex Service, station level
detail records shall include complete call detail and
complete timing information
5.1.1.5 Retention of Records: U S WEST shall maintain a machine
readable back up copy of the message detail provided to
Pac-West for a minimum of forty five (45) calendar days. U
S WEST shall provide any data back-up to Pac-West upon the
request of Pac-West.
5.1.1.6 U S WEST shall provide to Pac-West Recorded Usage Data for
Pac-West Customers only. U S WEST shall not submit other
carrier local usage data as part of the Pac-West recorded
usage data.
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5.1.1.7 U S WEST shall not bill to Pac-West Customers any
recurring or non recurring charges for service provided by
U S WEST to Pac-West except where explicitly permitted to
do so within a written agreement between U S WEST and
Pac-West.
5.1.1.8 The Parties shall record and rate all calls to information
service providers (e.g., 976 service calls) and shall bill
such calls directly the calling party's local service
provider. In the event a Party's end-user disputes such a
call, that Party may recourse consistent with the recourse
arrangement the billing Party has with its information
service provider.
5.1.1.9 U S WEST shall provide Recorded Usage Data to Pac-West
billing locations as designated by Pac-West.
5.1.1.10 U S WEST shall establish an Interconnect Service Center
(ISC) or similar function to serve as Pac-West's single
point of contact to respond to Pac-West call usage, data
error, and record transmission inquiries.
5.1.1.10.1 US WEST shall provide Pac-West with a single
point of contact and remote identifiers for each sending
location.
5.1.1.11 Pac-West shall provide a single point of contact
responsible for receiving usage transmitted by U S WEST
and receiving usage tapes from a courier service in the
event of a facility outage.
5.1.1.12 U S WEST shall bill and Pac-West shall pay the charges for
Recorded Usage Data. Billing and payment shall be in
accordance with the applicable terms and conditions set
forth in the Connectivity Billing and Recording Section of
this Attachment 5.
5.1.1.13 Without waiver of, and in addition to the Audit and
Examination rights set forth in Part A of this Agreement,
upon reasonable notice and at reasonable times, a Party or
its authorized representatives may examine the recording
Party's AMA records which relate to perceived problems
with the recordings of the usage data relating to the
billed Party under this Attachment.
5.1.2 Charges
5.1.2.1 The Parties may charge fees for recording, rating or
transmitting usage data. For the six (6) months following
the initial recording, rating or transmitting of non-test
usage data, the Parties shall not charge each other.
5.1.2.2 No charges shall be assessed for incomplete call attempts.
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5.1.3 Central Clearinghouse & Settlement
5.1.3.1 U S WEST shall support and participate with Pac-West to
develop an in and out-collect process developed for
intra-region alternately billed messages.
5.1.3.2 U S WEST shall settle with Pac-West for both intra-region
and inter-region billing exchanges of calling card,
bill-to-third party, and collect calls, including
settlement through the CMDS CATS system for inter-region
billing.
5.1.4 Lost Data
5.1.4.1 Loss of Recorded Usage Data - Pac-West recorded usage data
determined to have been lost, damaged or destroyed as a
result of an error or omission by U S WEST in its
performance of the recording function shall, upon Pac-West
request, be recovered by U S WEST at no charge to
Pac-West. In the event the data cannot be recovered by U S
WEST, U S WEST shall estimate the messages and associated
revenue, with assistance from Pac West, based upon the
method described below. This method shall be applied on a
consistent basis, subject to modifications agreed to by U
S WEST and Pac-West. This estimate shall be used to adjust
amounts Pac-West owes U S WEST for services U S WEST
provides in conjunction with the provision of recorded
usage data.
5.1.4.2 Partial Loss - U S WEST shall review its daily controls to
determine if data has been lost. When there has been a
partial loss, actual message and minute volumes shall be
reported, if possible. Where actual data are not
available, a full day shall be estimated for the recording
entity, as outlined in the following paragraphs. The
amount of the partial loss is then determined by
subtracting the data actually recorded for such day from
the estimated total for such day.
5.1.4.3 Complete Loss - Estimated message and minute volumes for
each loss consisting of an entire AMA tape or entire data
volume due to its loss prior to or during processing, loss
after receipt, degaussed before processing, receipt of a
blank or unreadable tape, or lost for other causes, shall
be reported.
5.1.4.4 Estimated Volumes - From message and minute volume reports
for the entity experiencing the loss, U S WEST shall
secure message/minute counts for the four (4)
corresponding days of the weeks preceding that in which
the loss occurred and compute an average of these volumes.
U S WEST shall apply the appropriate average revenue per
message ("ARPM") mutually agreed upon to the estimated
message volume to arrive at the estimated lost revenue.
5.1.4.5 If the day of loss is not a holiday but one (1) (or more)
of the preceding corresponding days is a holiday, U S WEST
shall use additional preceding
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weeks in order to procure volumes for two (2)
non-holidays in the previous two (2) weeks that
correspond to the day of the week that is the day of the
loss.
5.1.4.6 If the loss occurs on a weekday that is a holiday (except
Christmas and Mother's Day), U S WEST shall use volumes
from the two (2) preceding Sundays.
5.1.4.7 If the loss occurs on Mothers Day or Christmas, U S WEST
shall use volumes from that day in the preceding year
multiplied by a growth rate mutually agreed upon by the
Parties.
5.1.4.8 Pac-West may also request data be provided that has
previously been successfully provided by U S WEST to
Pac-West. U S WEST shall reprovide such data, if
available, at a charge mutually agreed to by the Parties.
5.1.5 Testing, Changes and Controls
5.1.5.1 The Recorded Usage Data, EMIR format, content, and
transmission process shall be tested as mutually agreed
to by the Parties.
5.1.5.2 Interface Testing: The purpose of this test is to ensure
that the usage records can be sent by U S WEST to
Pac-West and can be accepted and processed by Pac-West. U
S WEST shall provide a test file to Pac-West designated
Regional Processing Center (RPC) in the format that shall
be used for live day-to-day processing. The file's test
content and volume shall be mutually agreed to by the
Parties. Pac-West shall review the file and verify that
it conforms to its data center requirements. Pac-West
shall notify U S WEST in writing whether the format is
acceptable. Pac-West shall also provide U S WEST with the
agreed-upon control reports as part of this test.
5.1.5.3 Operational Test: The purpose of this test is to ensure
that volumes of usage in consecutive sequence can be
extracted, distributed, and processed by U S WEST and
Pac-West.
5.1.5.4 For testing purposes, U S WEST shall provide Pac-West
with U S WEST recorded usage for a minimum of five (5)
consecutive days. Pac-West shall provide U S WEST with
the message validation reports associated with test
usage.
5.1.5.5 Test File: Test data should be transported via CONNECT
DIRECT whenever possible. In the event that courier
service must be used to transport test media, the
physical tape characteristics to be used are described in
this Attachment.
5.1.5.6 Periodic Review: Control procedures for all usage
transferred between U S WEST and Pac-West shall require
periodic review. This review may
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be included as part of an annual audit of U S WEST by
Pac-West or as part of the normal production interface
management function. Breakdowns which impact the flow of
usage between U S WEST and Pac-West must be identified and
jointly resolved as they occur. The resolution may include
changes to control procedures, as similar problems would be
avoided in the future. Any changes to control procedures
shall be mutually agreed upon by Pac-West and U S WEST.
5.1.5.7 U S WEST Software Changes
5.1.5.7.1 When U S WEST plans to introduce any software changes
which impact the format or content structure of the usage data feed
to Pac-West, designated U S WEST personnel shall notify Pac-West no
less than one hundred twenty (120) calendar days before such
changes are implemented.
5.1.5.7.2 U S WEST shall communicate the projected changes to the
appropriate groups in Pac-West so that potential impacts on
Pac-West processing can be determined.
5.1.5.7.3 Pac-West personnel shall review the impact of the change
on the entire control structure and the post conversion test plan,
herein. Pac-West shall negotiate any perceived problems with U S
WEST and shall arrange to have the data tested utilizing the
modified software.
5.1.5.7.4 If it is necessary for U S WEST to request changes in the
schedule, content or format of usage data transmitted to Pac-West,
U S WEST shall notify Pac-West
5.1.5.8 Pac-West Requested Changes
5.1.5.8.1 Pac-West may request changes in the schedule, content,
format of the usage data transmitted from U S WEST, as deemed
necessary by Pac-West.
5.1.5.8.2 When the negotiated changes are to be implemented,
Pac-West and/or U S WEST shall arrange for testing of the modified
data in a Post Conversion Test Plan designed to encompass all types
of changes to the usage data transferred by U S WEST to Pac-West
and the methods of transmission for that data.
5.1.5.9 U S WEST System Change Description
5.1.5.9.1 For a U S WEST system change, U S WEST shall provide
Pac-West with an overall description of the change, stating the
objective and a brief explanation of the reasons for the change.
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5.1.5.9.2 During the initial negotiations regarding the change, U S
WEST shall provide a list of the specific records and/or systems
impacted by the change to designated Pac-West personnel.
5.1.5.9.3 U S WEST shall also provide Pac-West a detailed
description of the changes to be implemented. It shall include
sufficient detail for designated Pac-West personnel to analyze and
estimate the effects of the changes and to design tests to verify
the accuracy of the implementation.
5.1.5.10 Change Negotiations
5.1.5.10.1 Pac-West shall be notified in writing of all proposed
change negotiations initiated by U S WEST in writing. In turn,
Pac-West shall notify U S WEST in writing of proposed change
negotiations initiated by Pac-West.
5.1.5.10.2 After formal notification of planned changes, whether
originated by U S WEST or Pac-West, designated Pac-West personnel
shall schedule negotiation meetings as required with designated U S
WEST personnel. The first meeting should produce the overall change
description (if not previously furnished) and the list of records
and/or systems affected.
5.1.5.10.3 In subsequent meetings, U S WEST shall provide the
detailed description of changes to be implemented. After reviewing
the described changes, designated Pac-West personnel shall
negotiate a detailed test procedure with U S WEST.
5.1.5.11 Changes to controls: Pac-West may request changes to the
control structure. The Parties shall mutually agree on the
requested changes.
5.1.5.12 Verification Of Changes
5.1.5.12.1 Based on the detailed description of changes furnished
by U S WEST, Pac-West and U S WEST personnel shall:
Determine the type of change(s) to be implemented; Develop a
comprehensive test plan;
Negotiate scheduling and transfer of modified data with U S WEST;
Negotiate testing of modified data with the appropriate Pac-West
RPC;
Negotiate processing of verified data through the Pac-West billing
system with the RPC;
Arrange for review and verification of testing with appropriate
Pac-West groups; and
Arrange for review of modified controls, if applicable.
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5.1.5.13 Introduction of Changes:
5.1.5.13.1 When all the testing requirements
have been met and the results reviewed and
accepted, designated Pac-West and U S WEST
personnel shall:
Negotiate an implementation schedule;
Verify the existence of a contingency plan
with the appropriate Pac-West personnel;
Arrange for the follow-up review of changes
with appropriate Pac-West personnel;
Arrange for appropriate changes in control
program, if applicable; and
Arrange for long-term functional review of
impact of changes on the Pac-West billing
system, i.e., accuracy, timeliness, and
completeness.
5.2 Information Exchange and Interfaces
5.2.1 Core Billing Information
5.2.1.1 Recorded Usage Data includes all intraLATA
toll and local usage. U S WEST shall provide
Pac-West with unrated EMR records associated
with all intraLATA toll and local usage
which it records on Pac-West behalf. Any
category, group and/or record types approved
in the future for U S WEST shall be included
if they fall within the definition of Local
Resale. Pac-West shall be given notification
thirty (30) days prior to implementation of
a new type, category and/or record.
5.2.1.2 U S WEST shall provide rated EMR records
only when explicit consent for sending such
records has been obtained from Pac-West.
5.2.1.3 All messages recorded by a Party and billed
to the other Party are to be transmitted to
the billed Party. Recorded usage includes
all usage billable to the other Party.
5.2.1.4 Data Delivery Schedules: Data shall be
delivered to Pac-West by U S WEST daily
(Monday through Friday, except holidays)
unless otherwise negotiated. Pac-West and/or
U S WEST Data Center holidays are excluded.
U S WEST and Pac-West shall exchange
schedules of designated Data Center
holidays.
5.2.2 Local Account Maintenance
5.2.2.1 When Pac-West purchases local service from
U S WEST, and, as appropriate, when Pac-West
purchases certain unbundled Network
Elements, U S WEST shall provide Pac-West
with local account maintenance as described
herein.
5.2.2.2 When notified by a CLEC that an Pac-West
customer has switched to CLEC's service, U S
WEST shall provision the change and notify
Pac-West
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via Connect:Direct within twenty-four (24) hours of the
provisioning that the customer has changed to another
service provider ("OutPLOC").
5.2.2.3 When notified by Pac-West that a customer has changed its
PIC only from one interexchange carrier to another, U S
WEST shall provision the PIC only change.
5.2.2.4 If notified by an IXC using a '01' PIC order record that a
Pac-West Customer has changed its PIC only, U S WEST shall
reject the order and notify that IXC using an industry
standard '3148' record with the operating company number
of Pac-West indicated, that a '01' care PIC record should
be sent to Pac-West for processing.
5.2.3 Product/Service Specific
5.2.3.1 Subject to conditions specified in Section 5.1.1(c) of
this Attachment 5, U S WEST shall provide a Specialized
Service/Service Provider Charge record to support the
Special Features Star Services if these features are part
of U S WEST's offering. Such record shall be an EMR 10-01
-18 record or industry standard record as may
subsequently be mutually agreed to by the Parties. Such
record shall be a 10-01-18 record or Bellcore assigned
record as may be subsequently agreed to by the Parties.
5.2.4 Emergency Information
5.2.4.1 U S WEST shall provide the transport facility for
transmitting usage and billing data between the U S WEST
location and the Pac-West location. U S WEST shall
transmit via CONNECT DIRECT whenever possible. In the
event usage transfer cannot be accommodated by CONNECT
DIRECT because of extended (one (1) Business Day or
longer) facility outages, U S WEST shall contract for a
courier service to transport the data via tape.
5.2.4.2 The Parties shall mutually agree to the following
standards when emergency data is transported to Pac-West
on tape or cartridge via a courier. The data shall be in
fixed or variable block format as mutually agreed to by
the Parties:
Tape: 9-track, 6250 (or 1600) BPI
(Bytes per inch)
Cartridge: 38,000 BPI (Bytes per inch)
LRECL: 2,472 Bytes
Parity: Odd
Character Set: Extended Binary Coded Decimal
Interchange Code (EBCDIC)
External labels: Exchange Carrier Name, Dataset Name
(DSN) and volume serial number
Internal labels: IBM Industry OS labels shall be used.
They consist of a single volume label
and two (2) sets of header and trailer
labels.
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5.2.4.1 To the extent the above standards are changed or revised,
the Parties may agree to negotiate the incorporation of
such new standards.
5.2.5 Rejected Recorded Usage Data
5.2.5.1 At the discretion of Pac-West, any messages that cannot be
rated and/or billed by Pac-West may be returned to U S WEST
via CONNECT DIRECT. Returned messages shall be sent directly
to U S WEST in EMR format. Standard EMR return codes shall be
utilized.
5.2.6 Interfaces
5.2.6.1 The Parties shall transmit formatted Recorded Usage Data via
Connect Direct.
5.2.6.2 Pac-West shall notify U S WEST of resend requirements if a
pack or entire dataset must be replaced due to pack rejection,
damage in transit, dataset name failure, etc.
5.2.6.3 Critical edit failure on the pack header or pack trailer
records shall result in pack rejection (e.g., detail record
count not equal to grand total included in the pack trailer).
Notification of pack rejection shall be made by Pac-West
within one (1) Business Day of processing. Rejected packs
shall be corrected by U S WEST and retransmitted to Pac-West
within twenty-four (24) hours or within an alternate time
frame negotiated on a case by case basis.
5.2.6.4 A pack shall contain a minimum of one (1) message record or a
maximum of 9,999 message records plus a pack header record and
a pack trailer record. A file transmission contains a maximum
of ninety-nine (99) packs. A dataset shall contain a minimum
of one (1) pack. U S WEST shall provide Pac-West one (1)
dataset per sending location, with the agreed upon RAO/OCN
populated in the header and trailer records.
5.2.7 Formats & Characteristics
5.2.7.1 Rated in collect messages should be transmitted via the
CONNECT DIRECT and can be intermingled with the unrated
messages. No special packing is needed.
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5.2.7.2 EMR: U S WEST shall provide Recorded Usage Data in the EMR
format and by category, group and record type, and shall
be transmitted, via a direct feed, to Pac-West. The types
of EMIR records that Pac-West can expect to receive from
US WEST, includes, but is not limited to, the following:
Header Record 20-21-01, 20-20-01 or 20-24-01
Trailer Record 20-21-02, 20-20-02 or 20-24-02
Detail Records* 01-01-01, 06, 08, 14, 17, 18, 31, 32, 35, 37, 80,
81, 82, 10-01-01, 06, 08, 14, 17, 18, 31, 32, 35,
37
Credit Records 03-01-01, 06, 08, 14, 17, 18, 31, 32, 35, 37, 80,
81, 82,
Rated Credits 41-01-01, 06, 08, 14, 17,18, 31, 32, 35, 37, 80,
81, 82,
Cancel Records 51-01-01, 06, 08, 09, 14, 17, 18, 31, 32, 35, 37,
80, 81, 82,
Correction Records 71-01-01, 06, 08, 14, 17, 18, 31, 32, 35, 37, 80,
81, 82,
* Category 01 is utilized for rated messages; Category 10 is utilized
for unrated messages. Category 10 records are to have indicator 13
populated with a value of 5
5.2.7.2.1 To the extent the above standards are changed or
revised, the Parties may agree to incorporate such new
standards.
5.2.7.3 U S WEST shall comply with the most current version of
Bellcore standard practice guidelines for formatting EMIR
records.
5.2.7.4 The Interfacing Bell RAO, OCN, and remote identifiers
shall be used by Pac-West to control invoice sequencing
and each shall have its own invoice controls. The OCN
shall also be used to determine where the message returns
file, containing any misdirected and unguidable usage,
shall be sent.
5.2.7.5 The file's Record Format (RECFM) shall be Variable Block
or fixed as negotiated, Size and the Logical Record
Length (LRECL) shall be as mutually agreed to by the
Parties.
5.2.7.6 Intentionally left blank for numbering consistency
5.2.7.7 U S WEST shall transmit the usage to Pac-West using
dataset naming conventions mutually agreed upon by the
Parties.
5.2.8 Controls
5.2.8.1 Pac-West shall test and certify the CONNECT DIRECT
interface to ensure the accurate receipt of Recorded
Usage Data.
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5.2.8.2 Header and trailer records shall be populated in positions
13-27 with the following information:
Position
13-14 Invoice numbers (1-99)
15-16 Bell Co. ID number
17-19 Interfacing Bell RAO Code
20-23 Pac-West OCN - value 7229
24-27 Reseller OCN
The trailer grand total record count shall be populated with total records
in pack (excluding header & trailer)
5.2.8.3 Control Reports: Pac-West accepts input data provided by U S
WEST in EMIR format in accordance with the requirements and
specifications detailed in this Attachment 5. In order to
ensure the overall integrity of the usage being transmitted
from U S WEST to Pac-West, data transfer control reports shall
be required. These reports shall be provided by Pac-West to U
S WEST on a daily or otherwise negotiated basis and shall
reflect the results of the processing for each pack
transmitted by U S WEST.
5.2.8.4 Control Reports - Distribution: Since U S WEST is not
receiving control reports, dataset names shall be established
during detailed negotiations.
5.2.8.5 Message Validation Reports: Pac-West shall provide Message
Validation reports to the designated U S WEST System Control
Coordinator once a day (or as otherwise agreed to by the
Parties). These reports shall be provided for all data
received within U S WEST Local Resale feed and shall be
transmitted Monday through Friday.
5.2.8.6 Incorrect Pack Processing: This report provides vital
statistics and control totals for packs rejected and accepted
and dropped messages. The information is provided in the
following report formats and control levels:
U S WEST name; and
Reseller total messages processed in a pack;
Packs processed shall reflect the number of messages initially
erred and accepted within a pack; and
Reseller total packs processed.
5.3 Standards
5.3.1 When requested for security purposes and on an exception basis when a
reasonable need is demonstrated, a Party shall provide the other Party
with Recorded Usage Data within two (2) hours of the call completion
or within the same period that the recording Party would have that
data for itself under similar circumstances. If not available in EMIR
format, the Recorded Usage Data may be provided in AMA format.
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5.3.2 U S WEST shall include the Working Telephone Number (WTN) of
the call originator on each EMR call record.
5.3.3 End user Customer usage records and station level detail
records shall be in packs in accordance with EMIR standards
or applicable industry standards as defined in Section 5.3.1
of this Attachment.
5.3.4 U S WEST shall provide Recorded Usage Data once a day to
Pac-West on a schedule to be determined by the Parties,
Monday through Friday, excluding holidays. The Parties shall
work together to reach agreement on an acceptable holiday
schedule. U S WEST shall provide to Pac-West the Recorded
Usage Data not more than one (1) Business Day after
termination of the call for which usage data is to be
provided.
5.3.5 U S WEST shall segregate and organize the Recorded Usage Data
in accordance with Section 5.2.7 of this Attachment.
5.4 Standards for Transmitting and Recording Usage Data
5.4.1 Within thirty (30) days of the Effective Date of this
Agreement, the Parties shall jointly develop standards for
transmitting and recording usage data.
5.4.2 Timeliness:
5.4.3 Completeness
5.4.4 Accuracy:
5.4.5 [intentionally left blank for numbering consistency]
5.4.6 Recorded Usage Data Accuracy
5.4.7 Usage Inquiry Responsiveness
5.5 Reporting
5.5.1 Within thirty (30) days of the Effective Date of this
Agreement, the Parties shall jointly develop reporting
procedures for the standards for transmitting and recording
usage data described in Section 5.4 above.
6. Maintenance
6.1(8) Interim Maintenance and Repair Processes Repair capabilities allow
Pac-West to report trouble with communications circuits and
services provided by U S WEST. The functions, processes, and
systems used in
- ----------
8 Per MCIm Order, pp. 15-16 at Issue 26 and MCIm/AT&T Order at Issue 41.
46
<PAGE>
repair are based on a Trouble Report JR), which is an electronic
document maintained in one or more Operations Systems. A TR
contains information about the customer, the trouble, the status
of the work on the trouble and the results of the investigation
and resolution efforts. These business capabilities 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.
6.1.1 Open Trouble Report
Gives Pac-West the capability to enter a trouble report
("TR") which initiates U S WEST repair activities.
6.1.2 Cancel Trouble Report
Gives Pac-West the capability to cancel a TR that it had
previously opened.
6.1.3 Trouble Report Closure
Informs Pac-West as soon as a TR it opened) has been
closed, indicating U S WEST has completed repair
activities and considers the trouble resolved.
6.1.4 Get Current Trouble Report Status
Allows Pac-West to request the current status of a TR
that the customer previously opened with U S WEST. It is
only allowed on trouble reports which were entered by
the customer requesting the status.
6.1.5 Modify Trouble Report
Allows Pac-West to change certain data in a TR that the
customer previously opened with U S WEST, possibly
affecting U S WEST repair activities (with some
negotiable exceptions). It is only allowed on TRs which
were entered by the customer making the modification,
and does not necessarily protect the customer from
charges associated with previous information in the TR.
6.1.6 Escalate Trouble Report
Allows Pac-West to bring a TR that the customer
previously opened with U S WEST to the attention of a
higher level of supervision within U S WEST, with the
expectation that the TR will get more attention. It is
only allowed on TRs which were entered by the customer
requesting the escalation, and typically needs to be
responded to by the per-son at the level escalated to
within a negotiated time frame.
6.1.7 Verify Features
Allows Pac-West to verify line features on an existing
line.
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6.1.8 Text Messaging
Allows textual communication between U S WEST and
Pac-West personnel for the purpose of resolving the
trouble. The messages are logged in the TR, thus the
function can only be performed for TRs which were
entered by the customer involved in the messaging.
Specific uses of this messaging include allowing the
customer to add descriptive information about the
trouble, allowing U S WEST to request additional trouble
information, and allowing U S WEST to implement the
status window functionality through manual procedures.
6.1.9 Trouble History
Provides Pac-West with trouble history information
currently retained on the circuit.
6.1.10 Testing
Notifies Pac-West of the results of initial or
subsequent circuit tests for a TR previously opened by
that customer.
6.2 General Requirements
6.2.1 U S WEST shall provide repair, maintenance, testing, and
surveillance for all Telecommunications Services and
unbundled Network Elements and Combinations in
accordance with the terms and conditions of this
Agreement.
6.2.1.1 U S WEST shall provide Pac-West with the same
level of maintenance support as U S WEST
provides itself in accordance with standards
and performance measurements that U S WEST uses
and/or which are required by law, regulatory
agency, or by U S WEST's own internal
procedures, whichever are the most rigorous.
These standards shall apply to the quality of
the technology, equipment, facilities,
processes, and techniques (including, but not
limited to, such new architecture, equipment,
facilities, and interfaces as U S WEST may
deploy) that U S WEST provides to Pac-West
under this Agreement.
6.2.1.2 U S WEST shall provide a SPOC (Single Point of
Contact) for Residence, and a SPOC for Business
for Pac-West to report via a toll free
telephone number maintenance issues and trouble
reports twenty four (24) hours a day and seven
(7) days a week. The SPOC Residence toll free
number, and SPOC Business toll free number,
will be the numbers for all of U S WEST's
fourteen (14) states.
6.2.1.3 U S WEST shall provide Pac-West maintenance
dispatch personnel on the same schedule that it
provides its own Customers.
6.2.2 Pac-West shall handle all interaction with Pac-West
Customers including all calls regarding service
problems, scheduling of technician visits, and notifying
the
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Customer of trouble status and resolution. When a U S
WEST technician is on site, the customer will be
statused in accordance with standard U S WEST
procedures.
6.2.3 Pac-West and U S WEST will provide their respective
customers with the correct telephone numbers to call for
access to their respective repair bureaus.
6.2.4 Customers of Pac-West shall be instructed to report all
cases of trouble to Pac-West. Customers of U S WEST shall
be instructed to report all cases of trouble to U S WEST.
Pac-West and U S WEST will provide their respective
repair contact numbers to one another on a reciprocal
basis.
6.2.5 U S WEST shall cooperate with Pac-West to meet
maintenance standards for all Telecommunications
Services, unbundled Network Elements and Combinations
ordered under this Agreement. Such maintenance standards
shall include, without limitation, standards for testing,
network management, call gapping, and notification of
upgrades as they become available.
6.2.6 All U S WEST employees or contractors who perform repair
service for Pac-West Customers shall follow mutually
agreed to procedures in all their communications with
Pac-West Customers. At a minimum, these procedures, and
protocols shall ensure that: (a) U S WEST employees or
contractors shall perform repair service that is at least
equal in quality to that provided to U S WEST Customers;
and (b) trouble calls from Pac-West Customers shall
receive response time priority that is at least equal to
that of U S WEST Customers, regardless of whether the
Customer is an Pac-West Customer or a U S WEST Customer.
6.2.7 In responding to repair calls, neither Party shall make
disparaging remarks about each other, nor shall they use
repair calls as the basis for internal referrals or to
solicit customers to market services. Either Party may
respond with accurate information in answering customer
questions.
6.2.8 U S WEST shall perform scheduled maintenance, including,
without limitation, required and recommended maintenance
intervals and procedures, for all Telecommunications
Services, Network Elements and Combinations provided to
Pac-West under this Agreement equal in quality to that
currently provided by U S WEST in the maintenance of its
own network.
6.2.8.1 U S WEST shall exercise its best efforts to
provide the designated Pac-West SPOC at least
sixty (60) days' advance notice of any scheduled
activity which will likely impact Pac-West
customers.
6.2.8.2 Plans for significant service affecting
activities shall include, at a minimum, the
following information: location and type of
facilities, specific work to be performed, date
and time work is scheduled to commence, work
schedule to be followed, date and time work is
scheduled to be completed, and estimated number
of work hours for completion. Examples of such
activities include, but are not limited to,
office conversions, cable facility rolls, and
tandem re-homes.
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6.2.9 U S WEST shall exercise its best efforts to notify
Pac-West of all non-scheduled activities to be performed
by U S WEST on any Network Element, including, without
limitation, any hardware, equipment, software, or
system, providing service functionality which will
likely impact Pac-West Customers.
6.2.9.1 U S WEST shall provide to the designated SPOC
maximum advance notice of such non-scheduled
activities in the same time and manner that it
provides to its operation service centers.
6.2-9.2 U S WEST shall perform emergency maintenance as
promptly as possible to maintain or restore
service and shall promptly advise the Pac-West
designated SPOC of any such actions it takes.
6.2.10 U S WEST shall provide Pac-West a detailed description
of any and all emergency restoration plans and disaster
recovery plans which are in place during the term of
this Agreement. Such plans shall include, at a minimum,
the following: (a) provisions for immediate notification
to Pac-West of the existence, location, and source of
any emergency network outage potentially affecting an
Pac-West Customer (b) establishment of a SPOC
responsible for initiating and coordinating the
restoration of all local services and Network Elements
or Combinations; (c) methods and procedures to provide
Pac-West with real-time access to information relating
to the status of restoration efforts and problem
resolution during the restoration process; (d) an
inventory and description of mobile restoration
equipment, by location; (e) methods and procedures for
reprovisioning of all Telecommunications Services and
Network Elements or Combinations after initial
restoration, (0 equal priority, as between Pac-West
Customers and U S WEST Customers, for restoration
efforts, consistent with FCC Service Restoration
guidelines, including, without limitation, deployment of
repair personnel, and access to spare parts and
components, and (g) a mutually agreeable process for
escalation of maintenance problems, including a
complete, up-to-date list of responsible contacts, each
available twenty-four (24) hours per day, seven (7) days
per week.
6.2.10.1 For purposes of this Section 6, an emergency
network outage is defined as 5,000 or more
blocked call attempts in a ten (10) minute
period for all Customers in a single
exchange.
6.2.10.2 Pac-West and U S WEST will work cooperatively
to assess up chain (end office to tandem
calls), down chain (tandem to end office
calls), and overall customer impact. U S WEST
categorizes, reports and reacts to network
outages using FCC reporting criteria and U S
WEST Abnormal Condition Report Criteria.
6.2-11 U S WEST and Pac-West shall establish mutually
acceptable methods and procedures for the immediate
handling of misdirected calls from Pac-West customers to
U S WEST requesting repair. The Customer shall be
informed that Pac-West is its local service provider
(LSP), and the U S WEST representative will provide the
Pac-West customer with the appropriate telephone number
of the Pac-West repair center. If the LSP screen
indicator is not available, the U S WEST representative
will ask the Pac-West Customer if it knows the name of
its LSP. The
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U S WEST representative will provide the Pac-West Customer with
the appropriate number of the Pac-West repair center. These calls
are limited to repair information only, and are not to be used
for marketing purposes.
6.2.12 When electronic interface is available, U S WEST shall inform
Pac-West of repair completion and trouble reason within ten (10)
minutes upon completion. If no electronic interface is available,
Pac-West will provide a SPOC for U S WEST to call as soon as
possible after repair completion. U S WEST shall notify Pac-West
that the trouble has been cleared. This is done on a real-time
basis. Therefore the technician will notify Pac-West in a similar
manner, for both dispatched-in and dispatched-out troubles. The
report shall not be considered closed until such notification is
made. Pac-West will contact its Customer to determine if repairs
were completed and confirm the trouble no longer exists.
6.2.13 U S WEST and Pac-West shall mutually develop escalation
procedures to be followed if, in Pac-West judgment, any
performance standard defined in this Agreement is not met for any
individual trouble report. The escalation procedures to be
provided shall include names and telephone numbers of U S WEST
management personnel who are responsible for maintenance issues
and who will be contacted when a trouble condition is escalated.
6.2.14 In the event U S WEST shall fail to conform to any specified
performance and service quality standards, identified elsewhere
in this Agreement, U S WEST shall perform and deliver to
Pac-West, a standard root cause analysis of the reasons for U S
WEST's failure to conform, and U S WEST shall correct said cause
as soon as possible, at its own expense.
6.2.15 Dispatching of U S WEST technicians to Pac-West Customer premises
shall be accomplished by U S WEST pursuant to a request received
from Pac-West. Pac-West shall be able to schedule maintenance
appointments in intervals at parity with U S WEST upon opening of
trouble report.
6.2.16 [intentionally left blank for numbering consistency]
6.2.17 U S WEST shall supply Pac-West with a unique number to identify
each Pac-West initial trouble report opened.
6.2.17.1 U S WEST and Pac-West agree to a trouble priority and
severity coding format for all trouble reports handled between
the two companies. Troubles are prioritized according to
appointment schedules:
6.2.17.1.1 Priority 1 = Out of Service
6.2.17.1.2 Priority 2 = Affecting Service
6.2.17.1.3 Priority 3 = Feature Trouble
6.2.17.2 Customer has the ability to escalate.
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<PAGE>
6.2.18 U S WEST shall provide for resale any
maintenance/protection plans for services offered under
this Agreement to Pac-West that it offers U S WEST's own
Customers.
6.2.19 U S WEST's current trouble reporting system does not
provide the capability to reopen a closed trouble report.
Therefore, U S WEST shall allow Pac-West to designate
that a trouble report is associated with the initial
trouble report which was closed in the past twenty-four
(24) hours without repairs being performed to the
Customer's satisfaction. U S WEST shall measure the
frequency of these types of repeated reports and will
demonstrate non-discriminatory treatment to Pac-West.
6.2.20 Additional Unbundling Requirements
6.2.20.1 When trouble is reported by a Customer served
through unbundled Network Elements, Pac-West
will test its network to identify any problems.
If no problems are identified with the Pac-West
network, Pac-West will open a trouble report
with U S WEST and provide switch-based test
results to the U S WEST technician. U S WEST
shall then test its portion of the network and
perform repairs as required in the time frames
set forth below in this Attachment.
6.2.20.1.1 If US WEST tests the unbundled loop
and there is no trouble found ("NTF"), the same
shall be reported back to Pac-West. If, upon
testing the unbundled loop, the trouble is
isolated to the Customer side of the NID
(inside wire, CPE, etc.), Pac-West shall be
billed a trouble isolation charge ("TIC"). If,
after Pac-West has opened a trouble ticket, it
cancels the trouble ticket before a U S WEST
technician has been dispatched on the trouble,
no charges will apply. If the U S WEST
technician has been dispatched on the reported
trouble before the trouble ticket is canceled
by Pac-West, a TIC will be applied.
6.2.20.1.2 Pac-West will coordinate combined
testing or repair activities until trouble is
resolved. U S WEST shall provide repair updates
to Pac-West. For trouble isolation both Parties
will cooperatively test to isolate the trouble
as required.
6.3 Systems Interfaces and Information Exchanges
6.3.1 U S WEST shall cooperate with Pac-West to establish a
real-time, electronic interface to U S WEST's maintenance
systems and databases. This system shall be based on
existing and future uniform industry standards being
worked in T1M1 standards committee and Electronics
Communications Implementation Committee ("ECIC") industry
forum.
6.3.1.1 An electronic bond will be a system to system
connection with immediate update capability. In
no way shall this interface cause Pac-West
personnel to use U S WEST systems via remote
hook up or any other means of access.
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6.3.1.2 This interface shall allow Pac-West personnel to perform the
following functions for Pac-West Customers: (a) enter trouble
reports in the U S WEST maintenance systems for an Pac-West
Customer; (b) retrieve and track current status on all
Pac-West Customer trouble report-, (c) receive "estimated time
to repair" (ETTR) on a real-time basis; (d) receive immediate
notification in the event a repair person is unable to be
present for, or anticipates missing, a scheduled repair
appointment; (e) retrieve all time and material charges that
apply to Pac-West at the time of ticket closure (itemized by
time spent, price of materials used, procedures employed,
amounts incurred in each such category, and total by Customer,
per event; and (f) receive automated notification of case
closure.
6.3.1.3 Automated interfaces must be provided into a centralized
operations support systems database for real time network
monitoring to proactively identify potential service
degradation. Such systems must monitor and report on the
integrity of the U S WEST network, isolate trouble and, where
applicable (e.g., when an unbundled loop is connected to an
unbundled port or when an unbundled loop includes such
equipment as DCS, D4, etc.) initiate repair operations, test
individual unbundled loops and generate maintenance and repair
notices that impact any end user's ability to complete calls.
Ongoing maintenance practices on such unbundled loops must be
equal to or exceed the practices employed by US WEST for
facilities used to provide Services for Resale.
6.3.1.4 U S WEST agrees to develop and implement, as soon as possible,
with a target date to be mutually agreed upon by Pac-West and
U S WEST, the electronic interfaces described above.
6.3.2 U S WEST agrees that Pac-West may report troubles directly to a single
U S WEST Repair/Maintenance Center for both residential and business
Customers. The Repair Center will have two separate numbers, one for
residence and one for business. Pac-West's Customers will be treated in
the same manner as U S WEST Customers.
6.3.3 U S WEST shall perform all testing for Resale Services. U S WEST shall
provide the capability for Pac-West to receive MILT test results while
Pac-West customer is on line during the initial trouble report, when
technically feasible in the U S WEST network.
6.3.3.1 U S WEST shall provide test results to Pac-West, if
appropriate, for trouble clearance. In all instances, U S WEST
will provide Pac-West with the disposition of the trouble.
6.3.4 U S WEST shall provide to Pac-West the ability to obtain the status on
open maintenance trouble reports via telephone or by another interface
as agreed to by the Parties. U S WEST agrees to provide the status of
residence and small business trouble reports upon Pac-West request.
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<PAGE>
6.3.5 U S WEST agrees to provide to Pac-West the status for open
maintenance trouble reports for large business Customers
anytime the status of the trouble report changes or upon
Pac-West request.
6.3.6 U S WEST agrees that Pac-West may call U S WEST to verify
central office features and functions as they relate to an
open trouble report. U S WEST agrees to work with Pac-West
on the initial trouble report to isolate the cause of the
trouble and, where possible, resolve the feature/function
related trouble at that time.
6.3.7 U S WEST agrees to proactively advise Pac-West of any
central office failure that is known at the time of any
inquiry or trouble report. U S WEST agrees to continue to
work with Pac-West toward implementing a process to meet
Pac-West requirements for notification of switch failures
as soon as possible.
6.3.8 U S WEST agrees to provide an Estimated Time To Repair
(ETTR) on all residence and small business trouble
reports.
6.3.9 U S WEST agrees to develop, with Pac-West's cooperation,
mutually acceptable workcenter interface agreements to
document methods and procedures for interim and final
interfaces for each service within (30) thirty days after
Pac-West notice to U S WEST of its initiation of that
service.
6.3.9.1 After the initial deployment of the workcenter
processes, U S WEST agrees to continue working
with Pac-West to further develop, improve and
refine the operational process described in this
Agreement.
6.3.10 U S WEST agrees to provide Pac-West with repair history of
previous trouble reports on customer service of open
trouble report.
6.3.11 US WEST shall provide Pac-West with the capability to
cancel a trouble report.
6.3.12 U S WEST shall provide Pac-West with the capability to
modify a trouble report.
6.4 Standards
6.4.1 Maintenance charges for premises visits by U S WEST
employees or contractors shall be billed by Pac-West to
its Customer.
6.4.1.1 U S WEST employees or contractors shall present
the Customer with an Pac-West provided,
Pac-West-branded form detailing the time spent,
the materials used and an indication that the
trouble has either been resolved, or that
additional work will be necessary in accordance
with the provisions of this Agreement
6.4.1.2 If additional work is required, U S WEST
employees or contractors shall call Pac-West
from the Customer premises so that Pac-West can
schedule a new appointment with U S WEST and
Customer at the same time.
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6.4.2 U S WEST agrees to work with Pac-West to support
expeditious development of an industry standard
trouble report entry format and agrees to implement
such standard within sixty (60) days after final
resolution by the Network Operation Forum (NOF).
6.5 Performance Measurements and Reporting
6.5.1 Cycle Time Measurements
[intentionally left blank for numbering consistency]
7. Miscellaneous Services and Functions
7.1 [intentionally left blank for numbering consistency]
7.2 [Intentionally left blank for numbering consistency]
7.3 Performance Measurements and Reporting
7.3.1 [intentionally blank for numbering consistency](9)
7.3.2 [intentionally blank for numbering consistency](10)
7.3.3 Pac-West may, at its discretion, further request
additional and/or modified reporting as business needs
demand.
- ----------
9 Procedural Order, July 14, 1997, pages 19-20.
10 Procedural Order, July 14, 1997, pages 19-20.
55
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Attachment 6
INTERFACE REQUIREMENTS FOR PRE-ORDERING, ORDERING, PROVISIONING,
MAINTENANCE AND REPAIR, AND BILLING
PURPOSE
-------
1. Purpose
1.1 This Attachment 6 sets forth the interface requirements for
pre-ordering, ordering and provisioning, maintenance and
repair, and billing, where Pac-West provides service to its
customers through resale of U S WEST Local Services or through
the use of Unbundled Network Elements and Combinations.
2. Use of Standards
2.1 As described below, Pac-West and U S WEST agree to implement
each interface described below based upon existing and
evolving industry standards or as mutually agreed upon. The
Parties shall transition the electronic interfaces to industry
standards within a time frame mutually agreed to.
3. Reimbursement
3.1 Reimbursement for operational interfaces shall be as
determined by the appropriate regulatory agency as set forth
in this Agreement.
4. Scope
4.1 This Attachment addresses the real-time transaction-based
protocols and transport networks that will be used to exchange
information for:
o Preorder/Ordering/Provisioning for Service Resale
(SR) and Customer Specific Unbundled Network Elements
(UNEs)
o Maintenance/Repair for SR and UNEs
It also addresses the batch protocols and transport networks
that will be used to exchange information for:
o Recorded Customer Usage for SR and UNE
o Wholesale Billing for SR and LINE
o Recorded Usage Receivables for LINE
o Local Account Maintenance for SR and UNE
o Directory Assistance Database
The preceding list of information to be exchanged is intended to be
exemplary and does not represent a comprehensive list of such
information to be exchanged between the parties.
4.2 Pac-West and U S WEST will use at least one method of
exchanging preorder information which will be real-time
transaction-based. Pac-West and U S WEST may also assess and
determine the arrangements and conditions to support Batch
file transmittal for certain types of preorder information
related to the Street
1
<PAGE>
Address Guide and Switch/Feature/Facility availability.
5. System Interfaces
5.1 For Pre-order, Order and Provisioning, an exchange protocol,
such as that based upon a subset of Common Management
Interface Protocol (CMIP) transactions referred to as
Electronic Communications-Lite (EC-Lite), will be used to
transport Electronic Data Interchange (EDI) formatted content.
Pac-West and U S WEST will use a TCP/IP based transport
network for the exchange of EDI transactions. Pac-West and U S
WEST will translate ordering and provisioning requests from
the Ordering and Billing Forum (OBF) forms into EDI
transactions using mutually agreed to mappings. The Service
Order SubCommittee (SOSC) of the Telecommunications Industry
Forum/Electronic Data Interchange (TCIFIEDI) committee
interpretations of the 850, 855, 860, 864, 865, 870, and 977
transactions, in accordance with the OBF forms, will be used
to convey all the necessary data to connect, modify or
disconnect local exchange services.
5.2 For Maintenance and Repair, the CMIP transactions referred to
as Electronic Bonding - Trouble Administration (EB-TA) will be
used. Pac-West and U S WEST will use an X.25 transport network
which is the currently defined standard.
5.3 For Billing, Pac-West and U S WEST will use EDI 811 and OBF
Billing Output Specification (BOS) formats via CONNECT:Direct.
Section 13 further defines the conditions when one or the
other format will be used.
5.4 For Local Account Maintenance (LAM), Pac-West and U S WEST
agree to use CONNECT:Direct.
5.5 For Directory Assistance Database Information, Pac-West and U
S WEST agree to use a batch protocol and transport network
that is yet to be determined and will be addressed in the
Joint Implementation Agreement (JIA) described in Section 18
of this Attachment.
5.6 Modifications to OBF forms that are required due to the
absence of, or existence of unnecessary data fields, contents,
or formats will be addressed in the Joint Implementation
Agreement described in Section 18 of this Attachment ("JIA") .
6. Real Time Performance
6.1 The pre-order real time interface will support the Pac-West
customer contact as executed within Pac-West's Sales and
Service Centers. Gateway-to-gateway query-response cycle time
performance requirements will be specified as part of the
Joint Implementation Agreement described in Section 18 of this
Attachment.
6.2 The transaction response time U S WEST provides to Pac-West
Sales and Service Center will be equal in quality with that
which U S WEST provides to itself or other telecommunications
carriers. For purposes of this Attachment, U S WEST agrees to
provide Pac-West benchmarking information for end-user
performance based on transaction volumes (nominal - light
volume, standard - typical volume, and worst case - heavy
volume) Pac-West. Pac-West may request an improvement in the
transaction response time U S WEST provides to Pac-West's
Sales and Service Center above that which U S WEST provides to
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<PAGE>
itself or other telecommunications carriers through the Bona
Fide Request process (as that process is defined in the Part A
of this Agreement) should cycle times not meet Pac-West's
business requirements.
7. Compliance with Industry Standards
7.1 Pac-West and U S WEST agree to discuss the modification of
these interfaces based upon evolving standards (e.g., data
elements, protocols, transport networks, etc.) and guidelines
issued by or referenced by relevant Alliance for
Telecommunication Industry Solution (ATIS) committees.
Establishment of new, or changes to, industry standards and
guidelines will be reviewed on no less than an annual basis
commencing on the Effective Date of this Agreement. This
review will consider standards and guidelines that have
reached final closure as well as those published in final
form. Both parties agree to evaluate evolving standards and
mutually determine the relevant modification to be implemented
based upon the latest approved version adopted or the latest
version reflecting final closure by the relevant (ATIS)
committee or subcommittee. The parties will use reasonable
effort to reach closure upon the necessary changes within no
more than three (3) months of initiating each review and to
implement the changes within nine (9) months or earlier, if
reasonably possible, unless there is mutual agreement to a
different implementation schedule.
7.2 In the course of establishing operational ready system
interfaces between U S WEST and Pac-West to support Local
Service delivery, Pac-West and U S WEST may need to define and
implement system interface specifications that are
supplemental to existing standards. Where mutually agreed to,
Pac- West and U S WEST will submit such specifications to the
appropriate standards committee and will work towards its
acceptance as a standard.
8. Scheduled Availability
8.1 Pac-West and U S WEST will agree to an operational/production
readiness plan as soon as possible with a target date as
mutually agreed to by the Parties(1) for the delivery of all
systems interfaces described within this document, with the
mutual understanding that (1) product delivery content is
dependent on requirements definition and the time required to
develop to these requirements and (2) operational readiness is
dependent upon satisfactory test results for the transaction
volumes projected by Pac-West. Pac-West and U S WEST agree to
work to mutually identify, prioritize and track those
functions which may need to be positioned in a subsequent
systems interface delivery. These functions will be jointly
reviewed to define the time frame for development of
subsequent releases of the system interfaces and establish
mutually agreeable delivery dates.
8.2 Pac-West and U S WEST agree that project schedules, timelines,
milestone deliverables, reporting processes, among others,
will be specified in the Joint Implementation Agreement
(Section 18). These schedules and deliverables will be
reviewed and revised as needed as part of regularly scheduled
meetings conducted throughout the development/implementation
cycle.
- ----------
1 Arizona Bench Order, May 28, 1997 Hearing, p. 1508.
3
<PAGE>
9. Pre-Order
9.1 The Parties agree that the exchange of preordering information
for resale services and for services provided using UNEs will
be transmitted over the same interface.
9.2 Pac-West and U S WEST will establish a transaction-based
electronic communications interface based upon the most
current (as of the Effective Date of this Agreement) version
of the Service Order Subcommittee (SOSC) implementation
guideline for Electronic Data Interchange (EDI). An exchange
protocol, such as Electronic Communications-Lite (EC-Lite)
will be used to transport EDI formatted content necessary to
perform inquiries including but not limited to:
switch/feature/facility availability, address verification,
telephone number assignment, appointment scheduling, and
customer service record requests. Without limiting other
restrictions which may apply, customer service records are
provided for the limited purpose of supporting the resale of
US WEST local exchange services by Pac-West or the sale of
unbundled elements on behalf of that Customer. The use of
records in a manner not associated with the ordering process,
is expressly forbidden, and is a violation of the terms of
this Agreement.
10. Order and Provisioning
10.1 When Pac-West is the customer of record for the resold local
exchange service(s), the exchange of information relating to
the ordering and provisioning of local exchange service will
be based upon the American National Standards Institute (ANSI)
Accredited Standards Committee (ASC) X12 Standards as
documented by the SOSC of the Telecommunications Industry
Forum/Electronic Data Interchange (TCIF/EDI) committee. The
Implementation Guidelines for Electronic Data Interchange EDI
Guidelines Customer Services Issue 7 will be used as a
baseline for implementation despite the fact that this
document may not have reached final approval stage by the
Effective Date of this Agreement. An exchange protocol, such
as EC-Lite will be used to transport EDI formatted content.
The information exchange will be forms-based, using Local
Service Request (LSR) Form, End User Information Form, and the
Resale Service Form developed by the OBF as specified in the
August 1996 version of the OBF forms in Bellcore SIR STS-471
OXX, and for Directory Listings, included with a local service
request, as specified in SR STS-471102.
10.2 The end-user specific UNE order will be based upon OBF LSR
forms. The applicable SOSC implementation guidelines described
previously also apply to the End-user Specific Provisioning
LINE orders. U S WEST and Pac-West agree that the information
exchange will be forms-based using the Local Service Request
Form, End User Information Form, Loop Service Form (which may
ultimately be renamed the Loop Element form) and Port Form
(which may ultimately be renamed the Switch Element Form)
developed by the OBF. Enduser-specific Network Elements, or
Combinations thereof, to be supported in UNE orders shall be
as permitted in this Agreement for unbundled Network Elements
and subject to FCC and state regulatory requirements.
10.3 Subject to regulatory direction or mutual agreement relative
to the requirement of providing combinations of UNE
components, Pac-West and U S WEST will
4
<PAGE>
establish a method to relate, track and process as a single
entity the individual U S WEST-provided End-user-specific UNE
components specified at the time of the initial order.
10.4 Pac-West and U S WEST will use the same transaction-based
protocol, such as EC-Lite, and transport network specified for
service resale for End-user specific UNE orders.
10.5 The ordering of common use (non-end-user-specific) UNEs, as
may be permitted under this Agreement for unbundled elements
and subject to FCC and state regulatory requirements, will be
supported by a process separate from that described in the
preceding paragraphs for end-user-specific UNEs, such system
to be the same or similar to the mechanized process used for
trunk service requests or another process or system as
appropriate and determined by mutual agreement. Unless U S
WEST is otherwise required by Pac-West, this process will not
employ the electronic interfaces specified in this Attachment,
unless modified by separate agreement. U S WEST will support,
if and to the extent required by law, this Agreement or as
mutually agreed to, Interconnection and operation of
End-user-specific UNEs used in combination with common use
UNEs. The systems and ordering process as outlined herein is
separate and apart from the Bona Fide Request process agreed
to by the parties. The Joint Implementation Agreement (Section
18 of this Attachment 6) will address the details related to
defining a mechanism to correlate End-user-specific UNE orders
placed via system interfaces with Common Use UNEs that may
have been previously ordered.
10.6 U S WEST will accept an 860 transaction that contains the
complete refresh of the previously provided order information
(under the original 850 transaction) simultaneously with the
delivery of supplemental (new/revised) information from
Pac-West, subject to mutually agreed upon business rules. This
treatment with respect to the 860 transaction will be accepted
by both parties until the SOSC explicitly clarifies the
information exchanges associated with supplementing orders, or
Pac-West and U S WEST mutually agree to change the treatment.
11. Maintenance and Repair
11.1 The exchange of maintenance and repair information, for both U
S WEST retail local exchange services to be resold by Pac-West
and for services Pac-West provides using a U S WEST UNE or
combinations of U S WEST UNEs, will be transmitted over the
same interface.
11.2 For the purpose of exchanging fault management information,
Pac-West and U S WEST will establish an electronic bonding
interface, based upon ANSI standards T1.227-1995 and
T1.228-1995, and Electronic Communication Implementation
Committee (ECIC) Trouble Report Format Definition (TRFD)
Number 1 as defined in ECIC document ECIC/TRA/95-003, and all
standards referenced within those documents. The parties will
use the functions currently implemented for reporting access
circuit troubles. These functions include, but are not limited
to: Enter Trouble, Request Trouble Report Status, Add Trouble
Information, Modify Trouble Report Attributes, Trouble Report
Attribute Value Change (AVC) Notification and Cancel Trouble
Report, all of which are fully explained in ANSI
T1.227/T1.228-1995. Additional functions not currently
5
<PAGE>
implemented by the parties or defined by the standards may be
supported by mutual agreement (e.g. Test Access and Trouble
History).
11.3 Modifications that are required due to the absence of, or
existence of unnecessary data fields, contents, or formats
will be addressed in the Joint Implementation Agreement (JIA)
described in Section 18 of this Attachment 6.
12. Recorded Customer Usage
12.1 U S WEST will record the mutually agreed upon Customer usage
data that Pac-West requires for its retail local service
Customers. The content of such data will be based upon a
mutually agreeable interpretation of the BellCore Exchange
Message Record (EMR) format to be documented within the JIA. U
S WEST will provide electronic transmission of the recorded
data using CONNECT:Direct daily on Monday through Friday on a
schedule to be determined in the Joint Implementation
Agreement (excluding holidays). This interface and format will
be used to deliver recorded usage when Pac-West is reselling
retail local exchange services of U S WEST and when usage is
associated with Customers served by Pac-West through one or
more UNEs provided by U S WEST. Pac-West and U S WEST will
mutually agree upon the conditions when Customer usage data
recording will be provided on behalf of Pac-West.
13. Billing Format for Service Resale (SR) and Unbundled Network Elements
(UNE) Payables
13.1 Billing information for unbundled loop and port elements that
are flat-rated will be provided in a single EDI 811 format
across all U S WEST regions via Connect:Direct. Billing
information for unbundled trunks/interoffice transport
elements that are flat-rated will be provided in a BOS format
via Connect:Direct and will appear in the Customer Service
Record of the facility bill. Billing information for SR
products and services that are flat rated will be provided in
a single EDI 811 format across all U S WEST regions via
Connect:Direct. Exceptions include, but are not limited to,
frame relay which will be provided in a BOS format via
Connect:Direct. The display of rating codes and the associated
charge will be mutually agreed upon in both formats. Charges
associated with a specific loop will reflect the circuit ID
format.
13.2 For usage-rated billing, U S WEST will issue bills to Pac-West
for SR/UNE in the formats described under the flat-rated
SR/UNE billing section. Usage-rated billing for SR/UNE will be
uniquely identified and displayed in the Usage Sections of the
bill. For products using BOS format, jurisdiction will be
specified per BOS guidelines. Conversation time, by chargeable
traffic type, will be displayed and billed per applicable
tariffs. Delivery of usage-rated SR/UNE bills will be provided
as described under the flat-rated SR/UNE billing section.
13.3 UNEs which U S WEST agrees to provide, under the terms and
conditions of the Agreement, or to the extent required by law,
that are recombined as a single service, will be grouped
together by U S WEST and displayed together on the bill.
14. Recorded UNE Local or Access Usage Receivables
14.1 U S WEST will record all agreed upon originating and
terminating usage billed to
6
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and associated with a LINE provided by U S WEST to Pac-West.
The usage recorded will be in the same BellCore Exchange
Message Record format discussed within Section 12 and will be
subject to the same terms and conditions for modification
and/or replacement of the format as discussed in Section IX.
14.2 Pac-West and U S WEST will mutually agree upon the Local and
Long Distance access customer usage data recording that U S
WEST will provide to Pac-West consistent with FCC and State
regulatory guidelines and requirements, so that Pac-West may
bill other carriers for the local and exchange access usage
charges to which Pac-West is entitled, if any. Pac-West and U
S WEST will perform mutually agreeable systems testing, as
documented in the Joint Implementation Agreement (Section 18),
on a date to be mutually agreed to by Pac-West and U S WEST(2)
14.3 U S WEST will provide electronic transmission of the recorded
usage using CONNECT:Direct daily on Monday through Friday on a
schedule to be determined in the Joint Implementation
Agreement (excluding holidays). The same or similar interface
used for delivery of recorded customer usage, discussed in
Section 12, will be used for delivery of the recorded usage
discussed in this section.
15. Local Account Maintenance
15.1 When acting as the switch provider for Pac-West, where
Pac-West either is reselling retail services of U S WEST or
employing UNEs to provide local service, U S WEST will notify
Pac-West whenever the local service Customer transfers service
from Pac-West to another local service provider. U S WEST will
provide this notification via CONNECT:Direct using a mutually
agreeable 4-digit Local Use Transaction Code Status Indicator
(TCSI) that will be used to indicate that the retail customer
is terminating local service with Pac-West. This notice will
be provided on the next processing day after implementing the
transfer, where processing days are Monday through Friday
(excluding holidays). The TCSI, sent by U S WEST, will be in
the 960 byte industry standard CARE record format.
15.2 Pac-West and U S WEST will process account changes that affect
only the presubscribed intraLATA and/or interLATA toll
provider (PIC) via a change service order form using the same
EC-Lite transaction based protocol and transport network
employed for ordering resale service as specified in Section
10.
15.3 When appropriate regulatory guidelines exist, U S WEST will
use the industry standard CARE message TCSI 3148 to reject an
IXC initiated change of the Primary Interexchange Carrier
(PIC), where U S WEST is the switch provider either for the
retail local services of U S WEST that Pac-West resells or
UNEs of U S WEST that Pac-West employs in providing service.
15.4 Agreement by U S WEST and Pac-West to the Local Account
Maintenance described above does not, in any way, set a
precedence or remove any obligation for U S WEST and Pac-West
to work towards an industry solution for supporting customer
movement between and among other ILECs and CLECs.
- ----------
2 Id.
7
<PAGE>
16. Directory Assistance Database
16.1 Pac-West and U S WEST will use a batch protocol and transport
network to exchange Directory Assistance Database information
similar to existing U S WEST listings products (i.e., DA EUSL,
DA EUSL Updates). The specific protocol and transport network
to be used has not been determined or mutually agreed to and
will be specified in the JIA.
16.2 Without limiting other restrictions which may apply, directory
service Listing products are provided for the limited purpose
of supporting provision of services as outlined in this
Agreement. The use of Listings in a manner not associated with
this use, is expressly forbidden, and is a violation of the
terms of this Agreement.
17. Testing and Acceptance
17.1 The Parties will test the interfaces developed under this
Attachment. The intent of the end-to-end integrity testing is
to establish, through the submission and processing of test
cases, that transactions agreed to by Pac-West and U S WEST
will successfully process, in a timely and accurate manner,
through both parties' supporting OSS as well as the
interfaces. Irreconcilable differences regarding the
interpretation of operational status of the interfaces will be
handled through the Dispute Resolution Process as defined in
Section 27 of Part A of this Agreement.
17.2 An interoperability testing suite shall ensure the
implementation of functions, capabilities, and acceptance
criteria enumerated in the JIA, with both Parties agreeing to
resolve any material defects in the software.
17.3 The test process shall include a series of tests in which the
transactions, representative of the predominant business
transactions associated with local customer servicing, are
performed side-by-side using the mediated access gateway
interface to U S WEST Legacy systems and the Legacy system
interface utilized by U S WEST service representatives and
repair attendants. The purpose of this series of tests will be
to verify that the performance and response times visible to a
user of the mediated access gateway for nominal and worst case
scenarios with the same level of quality in accordance with
the Act.
17.4 U S WEST does not warrant that its systems and access to those
systems will be error-free.
17.5 Products and services already billed via the Integrated Access
Billing System (IABS) will be included in the existing
pre-bill certification process for general availability and a
re-certification process conducted in accordance with current
practices. For products and services billed outside of IABS,
the parties will work towards establishing a mutually agreed
upon pre-bill certification process.
17.6 Pac-West and U S WEST agree that metrics are required in order
to monitor the performance and assure the on-going delivery of
non-discriminatory access to U S WEST systems for
pre-order/ordering/provisioning, maintenance/repair, billing,
and Directory Assistance databases. A performance measurement
plan that addresses the definition, measurement, and review of
quality, timeliness,
8
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accuracy and availability of each interface and associated
transactions or files will be jointly developed and documented
within the JIA for each interface.
17.7 Pac-West and U S WEST agree to periodic status meetings to
review the overall progress toward introducing fully
operational interfaces capabilities, on a date to be mutually
agreed to by Pac-West and U S WEST(3)
17.8 Results of testing shall be considered Confidential
Information, except that such results may be provided pursuant
to this Agreement and law.
18. Joint Implementation Agreement Development
18.1 Pac-West and U S WEST recognize that the preceding provisions
are not sufficient to resolve all, technical and operational
details related to the interfaces described. Therefore,
Pac-West and U S WEST agree to document the additional,
technical and operational details in the form of a Joint
Implementation Agreement (JIA). The purpose of the JIA is to
establish the working details of the systems interfaces
between the two parties, and as such, they will not be
submitted to the Commission for approval as amendments to this
Agreement. These JIA may be modified, by mutual agreement,
over the life of the Agreement without subjecting the balance
of the Agreement to renegotiation or modification.
18.2 Both parties further agree that any technical, operational or
implementation issues directly associated with the systems
interfaces, once identified at the working team level, may be
escalated by the initiative of either party thirty (30) days
after an issue is identified. The escalation will proceed
first to the senior management of both companies who will seek
to resolve the issue. Within fourteen (14) days of the
Effective Date of this Agreement, Pac-West and U S WEST will
document the agreed upon escalation process including the
names and contact information of responsible senior
management. If an issue is not resolved within thirty (30)
days following receipt of the issue by senior management,
either party may submit the issue to the Alternative Dispute
resolution process contained in Section 27 of Part A of this
Agreement.
18.3 Pac-West and U S WEST will document an overall project
implementation schedule within sixty (60) days of the
Effective Date of this Agreement. This schedule will be
mutually binding and can be modified by mutual consent.
18.4 In addition, Pac-West and U S WEST agree to document both a
topical outline for the JIA, and establish a schedule for
identifying, discussing, resolving and documenting resolution
of issues related to each aspect of the JIA topical outline
for each interface discussed in this document. In no case will
either end-to-end integrity testing or load testing begin
without both parties mutually agreeing that each interface JIA
documents the intended operation of the interface scheduled
for testing. In the event the parties cannot agree prior to
one hundred and twenty (120) days of the
operational/production readiness date for delivery of all
system interfaces described within this Attachment, disputes
over the sufficiency of documentation will be submitted to
arbitration pursuant to the Alternative Dispute Resolution
process contained in Section 27 of Part A of this Agreement.
- ----------
3 Id.
9
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18.5 By mutual agreement, specific paragraphs or entire sections of this
Agreement may be identified and documented to serve the purpose
described for the Joint Implementation Agreement for specific
interfaces. Any issues identified and subsequently resolved through
either the end-to-end integrity or load testing processes will be
incorporated into the impacted interface section of the JIA on a date
to be mutually agreed to by Pac-West and U S WEST.
18.6 An illustrative outline for a JIA follows:
o Introduction
o Purpose of Joint Implementation Agreement
o Terms of Agreement
o "System" Interface
o Business Process and Data Requirements
o Overall Responsibilities
o Identification & Definitions of Activities
o Information To Be Provided Per Transaction
o Process Information for Each Activity & Transaction
o Delivery Criteria
o Data Standard
o Message Protocol
o Transmission Protocol
o Destination
o Frequency Of Data
o Deviations to Generic Specification
o Error Processing
o Process for Notification of Late Transmittals
o Escalation & Expedite Procedures
o Transaction Response Times
o File Format Specifications
o Rules for the Physical Interface
o File Structure
o Data Format
o Error Controls
o Physical Tape Specifications
o Site Information
o Contact Person
o Transmission Hours
o Testing
o Cooperative Testing
o Pairwise Testing
o ETE Testing
o Test Order ETE (Employees)
o Future Testing Requirements
o Interface Metrics
o Data Timeliness
o Data Completeness
o Data Accuracy
o Contact Information
o Contacts/Escalation Contacts
o Schedules for Center Operations (days/hours of Operation)
o Data Requirements
10
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o Retention of Data
o Back-up and Recovery Procedures
o Disaster Recovery
o System Change Notification
o Guarding of Proprietary Data
o Reporting Information
o Reports to be Generated
o Frequency
o Data Requirements
o Transmission
o Change Control Process
o Issue Resolution Process
o Termination of Interface Notification
11
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Attachment 7
IMPLEMENTATION SCHEDULE
1. Local Service Resale
1.1 Within ninety (90) days of the Effective Date of this
Agreement U S WEST shall provide for resale all services
designated in this Agreement. Once service is initiated in an
area, the ordering and provisioning intervals will be as
specified in this Agreement and/or adopted by the Commission.
2. Unbundled Network Platform (All Network Elements in Combination)
2.1 Within one hundred and twenty (120) days of the Effective Date
of this Agreement, U S WEST shall offer all services, Network
Elements and any Combinations thereof designated in this
Agreement. Once service is initiated in an area, the ordering
and provisioning intervals will be as specified in this
Agreement and/or adopted by the Commission.
3. Interconnection Trunking for Local Service
3.1 Upon the Effective Date of this Agreement, within thirty (30)
days of a request by Pac-West for trunking to specific
locations, or such other time period as the Parties may
mutually agree, U S WEST shall provide interconnection trunk
groups necessary for the mutual exchange of traffic or
combined trunk groups as necessary or required for efficiency
and interconnection billing to locations specified by
Pac-West. Such thirty (30) day period shall apply only to the
provision of existing transmission facilities. Subsequent to
the thirty (30) day period following the Effective Date of
this Agreement, interconnection trunk orders shall be
processed as specified in this Agreement and/or adopted by the
Commission.(1)
4. Ancillary Trunking
4.1 Within ninety (90) days after the Effective Date of this
Agreement, U S WEST shall provide:
4.1.1 E-911 Trunking in cooperation with Pac-West;
4.1.2 SS7 Interconnection and Certification in cooperation
with Pac-West; and
4.1.3 Directory Listings Arrangements and Directory
Assistance Interconnection.
5. Unbundled Loops
5.1 Within sixty (60) days after Collocation has been provided
pursuant to the terms of this Agreement, U S WEST shall
provide unbundled loops at designated end offices. Subsequent
unbundled loops should be made available pursuant to ordering
intervals as specified in this Agreement and/or adopted by the
Commission.
6. Collocation
6.1 Collocation will be provided upon request pursuant to the
terms and conditions of this Agreement.
- ----------
1 Procedural Order, July 14, 1997, page 23.
1
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7. Access To Poles, Ducts and Rights of Way
7.1 Access to Poles, Ducts and Rights of Way shall be provided
upon request, pursuant to the terms and conditions of this
Agreement.
8. Interim Number Portability
8.1 Interim Number Portability capabilities, as specified in this
Agreement, shall be made available in specified locations
ninety (90) days after the Effective Date and within
appropriate service order windows thereafter. Interim Number
Portability shall be capable of being ordered electronically
with a target date of December 1, 1997.
9. Operational Support System
9.1 Pac-West and U S WEST agree to an operational/production
readiness plan on a date to be mutually agreed to by Pac-West
and U S WEST(2).
- ----------
2 Arizona Bench Order, May 28, 1997 Hearing, p. 1508.
<PAGE>
Exhibit 10.34
=================
OFFICE LEASE AGREEMENT
BY AND BETWEEN
DAVID A. AND SANDRA L. SABEY,
husband and wife
Landlord
and
PAC WEST TELECOMM, INC.,
a California corporation
Tenant
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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1. FUNDAMENTAL LEASE PROVISIONS; DEFINITIONS; EXHIBITS.............................................. 1
1.1 Broker................................................................................ 1
1.2 Building.............................................................................. 1
1.3 Premises.............................................................................. 1
1.4 Tenant's Share........................................................................ 1
1.5 Lease Year............................................................................ 1
1.6 Commencement Date..................................................................... 1
1.7 Expiration Date....................................................................... 1
1.8 Term.................................................................................. 1
1.9 Base Rent............................................................................. 1
1.10 Early Occupancy....................................................................... 2
1.11 Additional Rent....................................................................... 2
1.12 Base Year............................................................................. 2
1.13 Security Deposit...................................................................... 2
1.14 Parking............................................................................... 2
1.15 Landlord's Payment Address............................................................ 2
1.16 Notice Addresses...................................................................... 2
1.17 Permitted Uses........................................................................ 3
1.18 Landlord's Work....................................................................... 3
1.19 Tenant's Work......................................................................... 3
1.20 Guarantor............................................................................. 3
1.21 Exhibits.............................................................................. 3
2. PREMISES......................................................................................... 3
2.1 Acceptance of Premises................................................................ 3
3. LEASE TERM....................................................................................... 4
3.1 Duration of Lease Term................................................................ 4
3.2 Extension Option...................................................................... 4
3.3 Base Rent During Option Term.......................................................... 5
3.4 Confirmation of Commencement Date..................................................... 5
3.5 Surrender of Premises................................................................. 5
3.6 Holding Over Without Consent.......................................................... 5
4. RENT............................................................................................. 6
4.1 Payment............................................................................... 6
4.2 Interest on Late Payments; Late Charge................................................ 6
4.3 Address for Payments.................................................................. 6
5. SECURITY DEPOSIT................................................................................. 6
6. USES; COMPLIANCE WITH LAWS....................................................................... 7
6.1 Permitted Uses........................................................................ 7
6.2 Duties and Prohibited Conduct......................................................... 7
6.3 Environmental, Health And Safety Laws................................................. 7
7. SERVICES AND UTILITIES; REPAIRS AND MAINTENANCE.................................................. 8
7.1 Services and Utilities; Landlord's Obligations........................................ 8
7.1.1 Additional Services Or Utilities.............................................. 8
7.2 Services and Utilities; Tenant's Obligations.......................................... 9
7.2.1 Services and Utilities; Tenant's Options...................................... 9
</TABLE>
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<TABLE>
<S> <C>
7.3 Interruption.......................................................................... 9
7.4 Landlord's Repair and Maintenance Obligations......................................... 9
7.5 Tenant's Repair and Maintenance Obligations........................................... 9
8. ADDITIONAL RENT: OPERATING COSTS AND REAL ESTATE TAXES........................................... 10
8.1 Definitions........................................................................... 10
8.1.1 Taxes......................................................................... 10
8.1.2 Operating Costs............................................................... 10
8.1.3 Tenant's Share................................................................ 11
8.2 Payment of Additional Rent for Estimated Increases in Operating Costs and Taxes....... 11
8.3 Actual Operating Costs and Taxes...................................................... 11
8.4 Determinations........................................................................ 11
8.5 Tenant's Personal Property Taxes...................................................... 12
8.6 Tenant's Utility Charges.............................................................. 12
9. IMPROVEMENTS AND ALTERATIONS..................................................................... 12
10. ACCESS........................................................................................... 12
11. DAMAGE OR DESTRUCTION............................................................................ 13
11.1 Damage and Repair..................................................................... 13
11.2 Destruction During Last Year of Term.................................................. 13
11.3 Business Interruption................................................................. 13
11.4 Tenant Improvements................................................................... 13
11.5 Express Agreement..................................................................... 14
12. WAIVER OF SUBROGATION............................................................................ 14
13. INDEMNIFICATION.................................................................................. 14
14. INSURANCE........................................................................................ 15
14.1 Liability Insurance................................................................... 15
14.2 Property Insurance.................................................................... 15
14.3 Insurance Policy Requirements......................................................... 15
15. ASSIGNMENT AND SUBLETTING........................................................................ 15
15.1 Assignment or Sublease................................................................ 15
15.2 Documentation and Expenses............................................................ 16
15.3 Transferee Obligations................................................................ 16
16. SIGNS............................................................................................ 16
17. LIENS............................................................................................ 17
18. BANKRUPTCY....................................................................................... 17
18.1 Assumption of Lease................................................................... 17
18.1.1 Definition of Adequate Assurances............................................ 17
18.2 Assignment of Lease................................................................... 17
18.3 Adequate Protection................................................................... 18
19. DEFAULT.......................................................................................... 18
19.1 Cumulative Remedies................................................................... 18
19.2 Tenant's Default; Right to Cure....................................................... 18
19.3 Landlord's Rights And Remedies........................................................ 18
</TABLE>
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<TABLE>
<S> <C>
19.3.1 Termination of Lease......................................................... 18
19.3.2 Re-entry of the Premises.................................................... 18
19.3.3 Termination After Reentry.................................................... 18
19.4 Landlord's Damages.................................................................... 19
19.4.1 Delinquent Rent.............................................................. 19
19.4.2 Rent After Termination Until Judgment........................................ 19
19.4.3 Rent After Judgment.......................................................... 19
19.4.4 Leasing Concessions.......................................................... 19
19.4.5 Other Compensation........................................................... 19
19.4.6 Additional or Alternative Damages............................................ 19
19.5 Fixtures.............................................................................. 20
19.6 No Waiver............................................................................. 20
19.7 Waiver of Notice...................................................................... 20
19.8 Waiver of Redemption Rights........................................................... 20
19.9 Default by Landlord................................................................... 20
20. SUBORDINATION AND ATTORNMENT..................................................................... 20
21. REMOVAL OF PROPERTY.............................................................................. 21
22. CONDEMNATION..................................................................................... 21
22.1 Entire Taking......................................................................... 21
22.2 Constructive Taking of Entire Premises................................................ 21
22.3 Partial Taking........................................................................ 22
22.4 Awards and Damages.................................................................... 22
23. NOTICES.......................................................................................... 22
24. COSTS AND ATTORNEYS' FEES........................................................................ 22
25. LANDLORD'S LIABILITY............................................................................. 22
26. LANDLORD'S CONSENT............................................................................... 22
27. ESTOPPEL CERTIFICATES............................................................................ 22
28. RIGHT TO PERFORM................................................................................. 23
29. PARKING.......................................................................................... 23
30. AUTHORITY........................................................................................ 23
31. GENERAL.......................................................................................... 23
31.1 Headings.............................................................................. 23
31.2 Heirs and Assigns..................................................................... 23
31.3 No Brokers............................................................................ 23
31.5 Entire Agreement...................................................................... 24
31.6 Severability.......................................................................... 24
31.7 Force Majeure......................................................................... 24
31.8 Right to Change Public Spaces......................................................... 24
31.9 Governing Law......................................................................... 24
31.10 Building Directory.................................................................... 24
31.11 Building Name......................................................................... 24
31.12 Quiet Enjoyment....................................................................... 24
31.13 Survival.............................................................................. 24
31.14 Lender's Consent...................................................................... 24
</TABLE>
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OFFICE LEASE AGREEMENT
THIS OFFICE LEASE AGREEMENT ("Lease") is made this _________ day of
____________, 1999 ("Effective Date"), between David A. and Sandra L. Sabey,
husband and wife ("Landlord"), and Pac West Telecomm, Inc., a California
corporation, ("Tenant"). The parties agree as follows:
1. FUNDAMENTAL LEASE PROVISIONS; DEFINITIONS; EXHIBITS. The capitalized
terms set forth below in this Section 1 shall have the meanings provided in this
Section 1, unless otherwise specifically modified by provisions of this Lease.
1.1 Broker. "Broker" shall mean Partners National Real Estate Group,
Inc. A commission shall be paid by Landlord to Broker pursuant to a separate
agreement between Landlord and Broker.
1.2 Building. "Building" shall mean the structure commonly known as
International Gateway. The Building is situated on a portion of the real
property legally described in Exhibit A and has a postal address of 12201
Tukwila International Blvd., Tukwila, Washington 98168-2577. The Building
together with the real property described above shall constitute the "Property."
1.3 Premises. The "Premises" shall mean the space consisting of
approximately 16,851 net rentable square feet located on the second floor of the
Building and depicted on the floor plan attached to this Lease as Exhibit B,
subject to recalculation in accordance with Section 2. The Premises shall
include the Tenant Improvements, if any, described in Exhibit C.
1.4 Tenant's Share. "Tenant's Share" shall mean "Tenant's Share of
the Property". "Tenant's Share of the Property" shall mean twenty-four and
98/100th percent (24.98%), calculated by dividing the net rentable area of the
Premises by the net rentable area of the Building (approximately 67,433 net
rentable square feet. The Building load factor is ten and nine-tenths percent
(10.9%). In the event the rentable area of the Premises or Building is altered
or recalculated in accordance with Section 2, Landlord shall adjust Tenant's
Share of the Building to properly reflect such event. Landlord's adjustment of
such Tenant's Share shall be final.
1.5 Lease Year. "Lease Year" shall mean the twelve-month period
commencing January 1 and ending December 31.
1.6 Commencement Date. Subject to Section 3.1, "Commencement Date"
shall mean January 1, 2000 or the date Tenant occupies the Premises for use,
excluding construction and equipment installation, whichever is earlier. If
Sabey Construction Inc. is selected as the general contractor this Lease shall
commence upon dial tone service to the Premises or the date Tenant occupies the
Premises for use, excluding construction and equipment installation, whichever
is earlier. For the purposes of this Section 1.6, "dial tone service" shall mean
when Tenant has a switch connection for regular service to the optical cable
provider. Landlord is not responsible for specific performance by the optical
cable provider.
1.7 Expiration Date. "Expiration Date" shall mean the date that is
ten (10) years after the Commencement Date, unless sooner terminated or extended
in accordance with this Lease.
1.8 Term. "Term" shall mean a period of ten (10) years, commencing on
the Commencement Date and terminating on the Expiration Date, unless sooner
terminated or extended in accordance with this Lease.
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1.9 Base Rent. "Base Rent" from the Commencement Date through the
thirty-sixth (36th) month of the Lease Term shall mean the net rentable square
feet multiplied by Eleven and 50/100 Dollars ($11.50) per square foot per year,
based on 16,851 net rentable square feet of Premises, (Sixteen Thousand One
Hundred Forty-eight and 88/100 Dollars ($16,148.88) per month). "Base Rent" from
the thirty-seventh (37th) month of the Lease Term through the sixtieth (60th)
month of the Lease Term shall mean the net rentable square feet multiplied by
Twelve and 75/100 Dollars ($12.75) per square foot per year, based on 16,851 net
rentable square feet of Premises, (Seventeen Thousand Nine Hundred-four and
19/100 Dollars ($17,904.19) per month). "Base Rent" from the sixty-first (61st)
month of the Lease Term through the ninety-sixth (96th) month of the Lease Term
shall mean the net rentable square feet multiplied by Thirteen and 50/100
Dollars ($13.75) per square foot per year, based on 16,851 net rentable square
feet of Premises, (Nineteen Thousand Three Hundred-eight and 44/100 Dollars
($19,308.44) per month). "Base Rent" from ninety-seventh (97th) month of the
Lease Term through the Expiration Date shall mean the net rentable square feet
multiplied by Fifteen and 50/100 Dollars ($15.50) per square foot per year,
based on 16,851 net rentable square feet of Premises (Twenty-one Thousand Seven
Hundred Sixty-five and 88/100 Dollars ($21,765.88) per month). Prior to the
Commencement Date, the net rentable square feet may be recalculated in
accordance with Section 2. Base Rent shall be payable as provided in Section 4.
1.10 Early Occupancy. Tenant will be allowed to occupy any square
feet they feel is ready for occupancy before the Commencement Date. Early
Occupancy shall mean any use of the space not directly related to the
installation of equipment or constructing the Premises. "Base Rent" will be
payable on the occupied net square feet and will be calculated by multiplying
the actual occupied rentable square feet by Eleven and 50/100 Dollars ($11.50)
per net rentable square foot on an annualized basis. Tenant will be responsible
for all "Additional Rent" as described in Section 8 on the portion of the space
that they occupy early.
1.11 Additional Rent. "Additional Rent" shall mean the amounts
described in Section 8 as Real Property Taxes, Personal Property Taxes,
Operating Costs, and all other amounts except Base Rent which are payable by
Tenant under this Lease.
1.12 Base Year. Intentionally Deleted
1.13 Security Deposit. "Security Deposit" shall mean Twenty-five
Thousand and 00/100 Dollars ($25,000.00). The Security Deposit shall be
deposited with Landlord in accordance with Section 5.
1.14 Parking. Subject to Section 29.
1.15 Landlord's Payment Address. "Landlord's Payment Address" shall
mean: David A. and Sandra L. Sabey c/o Sabey Corporation, P.O. Box 34108,
Seattle, Washington 98124-1108.
1.16 Notice Addresses.
If to Landlord: David A. and Sandra L. Sabey
c/o Sabey Corporation
101 Elliott Avenue W., Suite 330
Seattle, WA 98119
Attn.: Executive Vice President
with a copy to: Sabey Corporation
101 Elliott Avenue W., Suite 330
Seattle, WA 98119
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Attn.: Facilities Manager
If to Tenant: Pac West Telecomm, Inc.
4210 Coronado Avenue
Stockton, CA 95204
Attn.: Chief Financial Officer
1.17 Permitted Uses. "Permitted Uses" shall mean Tenant's use of the
Premises for a telecommunications switch site and other lawful accessory uses,
subject to the terms and conditions of this Lease. Landlord hereby represents to
Tenant that the current zoning affecting the Property allows such a
telecommunications switch site use.
1.18 Landlord's Work. "Landlord's Work" shall mean the improvements
to be made by Landlord in accordance with Exhibit C.
1.19 Tenant's Work. "Tenant's Work" shall mean the improvements, if
any, to be made by Tenant in accordance with Exhibit C.
1.20 Guarantor. Intentionally omitted.
1.21 Exhibits. The following exhibits or riders are attached to this
Lease and are incorporated into this Lease by this reference:
(a) Exhibit A - Legal Description
(b) Exhibit B - Floor Plan of Premises
(c) Exhibit C - Tenant Improvements
(d) Exhibit C-1 - Tenant's Removable Property
(e) Exhibit D - Rules And Regulations
(f) Exhibit E - Parking Area
(g) Exhibit F - Equipment and Operating Rights
(h) Exhibit G - Landlord's Lien Waiver
(i) Exhibit H - Memorandum of Lease
(j) Exhibit I - Subordination, Non-Disturbance, Estoppel and
Attornment
2. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the Premises described in Section 1.3 together with the tenant
improvements described on Exhibit C ("Tenant Improvements") and together with
rights of ingress and egress over public and common areas in the Building and on
the land legally described on Exhibit A, including all easements pertinent to
the land ("Land"). Tenant's lease of the Premises shall be subject to all of the
terms and conditions of this Lease. The Premises, Building, Land, and the
improvements on the Land other than the Building, are sometimes collectively
referred to in this Lease as the "Property".
Landlord shall complete Landlord's Work, if any, in accordance with Exhibit
C. Landlord represents that the Building Improvements, upon substantial
completion, shall materially comply with all applicable codes, regulations,
ordinances and laws including without limitation the American With Disabilities
Act. Notwithstanding anything to the contrary in this Lease, Tenant shall
provide Landlord and Landlord's contractor with such access to the Premises as
may be required by Landlord and Landlord's contractor to efficiently perform
Landlord's Work. Tenant acknowledges and agrees that Landlord shall have no
obligation to improve the Premises except as may be expressly set forth on
Exhibit C.
On or before the Commencement Date, Landlord may recalculate the "net
rentable square feet" of the Premises (the net rentable square feet is
calculated by taking the usable square feet of the Premises and multiplying by
the load factor). The recalculated net rentable square feet shall
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be certified by Tenant's architect prior to the Commencement Date. Net rentable
square feet shall be calculated in accordance with BOMA standards, utilizing a
load factor of ten and 9/10th percent (10.9%) for the Building which may be
changed upon the alteration of tenant spaces or building common areas before the
confirmation date letter to be sent according to section 3.5.
2.1 Acceptance of Premises. Landlord and Tenant hereby agree that
Landlord's Work as set forth in Exhibit C shall be constructed by Landlord's
contractor, Sabey Construction Inc. Tenant's acceptance of the Premises shall be
deferred until Landlord informs Tenant of the substantial completion of
Landlord's Work or Tenant occupies the Premises, whichever occurs first. Within
five (5) days ("Inspection Period") after the date Landlord informs Tenant of
such substantial completion, Tenant shall make such inspection of the Premises
as Tenant deems appropriate. Except as otherwise specified by Tenant in writing
to Landlord within the Inspection Period, Tenant shall be deemed to have
accepted the Premises in its condition and except for latent defects, as of such
date of substantial completion. If, as a result of such inspection, Tenant
discovers items of Landlord's Work of a nature commonly found on a "punch list"
(as such term is commonly used in the construction industry), which it
reasonably believes are not completed in accordance with Exhibit C, Tenant shall
notify Landlord of such items prior to the expiration of the Inspection Period.
Landlord shall promptly complete repair of all punch list items identified in
Tenant's notice which it reasonably believes require repair. The existence of
such punch list items shall not postpone the Commencement Date or the obligation
of Tenant to pay Base Rent or Additional Rent.
2.2 Tenant Allowance. Landlord will provide a Tenant allowance on a
monthly progress basis, equal to all costs to upgrade the floor loading, roof
improvements, and generator enclosure as outlined in Exhibit C upon Lease
commencement. Landlord will amortize the final amount over the first seven (7)
years of the Lease Term at a ten percent (10%) per annum interest rate and
Tenant shall pay such amounts as Additional Rent. Landlord's obligation to pay
the Tenant allowance is wholly conditioned upon Tenant not being in default
under the terms of this Lease (subject to applicable cure periods) prior to
payment of the Tenant allowance. In the event this Lease is terminated prior to
the payment of the Tenant allowance as a result of Tenant's default hereunder,
Tenant shall be solely liable for payment of any and all amounts of the Tenant
allowance to Tenant's contractor. Notwithstanding anything to the contrary in
this Section 2.2, payments of the Tenant allowance may be withheld by Landlord
on account of any of the following problems, claims filed or threatened by third
parties in connection with Tenant Improvements, damage to the Property due to
Tenant or its agents, employees, contractors or subcontractors, other
improvements of Tenant to the Premises or Tenant's breach of any of its
obligations under this Lease. Landlord shall pay the Tenant allowance once the
problems are remedied to its reasonable satisfaction. Tenant shall have the
right, through Tenant's Project Manager to approve or disapprove modifications
or changes to all construction budgets, changes to plans and specifications with
respect to the Tenant Improvements in accordance with the terms of Exhibit C.
Any modifications or changes to the approved plans and specifications and
budgets will be approved in writing by Tenant and Landlord.
3. LEASE TERM.
3.1 Duration of Lease Term. Tenant's lease of the Premises shall
commence on the Commencement Date and terminate on the Expiration Date or such
earlier or later date as may be provided for under this Lease. Notwithstanding
anything to the contrary in Section 1.6, if Landlord is unable to deliver
possession of the Premises to Tenant with Landlord's Work constructed by
Landlord's contractor substantially completed in accordance with Exhibit C on
the date specified in Section 1.6 and such delay (to the extent of such delay)
is due to no fault on the part of Tenant, then the Commencement Date shall be
the earlier of the date on which Tenant first occupies the Premises or the date
that is ten (10) days from the date of Landlord's written notice to Tenant of
substantial completion of Landlord's Work constructed by Landlord's contractor
provided for in Section 2, above.
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3.2 Extension Option. Provided that Tenant is in compliance with all
the terms and conditions of this Lease or is not in default beyond any
applicable cure period both at the time of Tenant's exercise of this Option and
at the time the Option Term is scheduled to commence, Tenant shall have the
option ("Option") to extend the term of this Lease for two (2) additional
periods of five (5) years each (the "Option Term") on the same terms and
conditions of this Lease as are provided for in the initial Term, except as
provided below in this Section 3.2 or in Section 3.3. The Option Term shall
commence upon the date of expiration of the initial Term of this Lease. To
exercise its Option, Tenant must give written notice to Landlord that Tenant is
exercising its Option at least twelve (12) months before the date of expiration
of the initial Term. If, in Landlord's reasonable discretion, Landlord
determines that the creditworthiness of Tenant is materially less than the
creditworthiness of Tenant as of the Lease's execution date, Landlord may
nullify Tenant's exercise of its Option by written notice to Tenant. Tenant
acknowledges and agrees that notwithstanding anything to the contrary in this
Lease, the right to exercise the Option shall not extend to any assignee or
subtenant of Tenant, or to any space assigned or subleased by Tenant, and any
attempt to exercise the Option by any such assignee or subtenant, or by Tenant
in connection with such assigned or subleased space, shall be deemed null and
void, except that such option shall extend to any Permitted Transferee or
subtenant as defined in Section 15. Tenant further acknowledges and agrees that
the amount of the Security Deposit payable by Tenant for the Option Term may be
increased to an amount equal to the first monthly installment of Fixed Rent
payable by Tenant during the Option Term.
3.3 Base Rent During Option Term. In the event that Tenant elects to
exercise its Option to extend the Term of this Lease in accordance with the
terms of Section 3.2, the Base Rent for the Option Term shall be equal to the
then-market rate for similarly improved space in comparable buildings for
comparable use in the South Seattle-Tukwila region; provided, however, that in
no event shall the Base Rent during the Option Term be less than the Base Rent
for the last year of the initial Lease Term. The adjusted Base Rent shall
commence on and be payable on the first day of the Option Term and shall
continue thereafter throughout the Option Term.
The market rate shall be determined on a triple net basis by analyzing
comparable lease transactions and lease renewals in the South Seattle/Tukwila
office market. In analyzing comparable transactions, all reasonable factors
affecting rent only shall be taken into consideration, including, but not
limited to, the office building age, size, style and condition and the date of
the comparable lease.
If Landlord and Tenant cannot agree on a market rate for the Option Term
prior to one hundred twenty (120) days before Lease termination, then both
parties agree to use the appraisal process, outlined as follows: Each party will
hire an MAI appraiser. Each appraiser must have a minimum of five (5) years
appraisal experience in the South Seattle/Tukwila area. Each appraiser shall
complete his/her appraisal within thirty (30) days. If the appraisers' opinion
of the market rate differs by less than ten percent (10%) of the amount of the
higher appraisal; then the market rate shall be the average of the two
appraisals. If the appraiser's opinion of market rate differs by more than ten
percent (10%) of the higher appraisal then a third MAI appraiser satisfying the
same qualifications shall be mutually hired and paid for by both parties. The
third appraiser will evaluate the market using the same parameters outlined in
the preceding paragraph. The market rate estimate of the third appraiser shall
be averaged with the market rate estimate of the appraiser closest to it. The
Base Rent for the Option Term shall be the higher of the resultant average rent
utilizing this process or the Base Rent being paid at the time of the renewal.
3.4 Confirmation of Commencement Date. Landlord may confirm the
Commencement Date to Tenant in writing within a reasonable time after delivery
of the Premises in accordance with this Lease.
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3.5 Surrender of Premises. Subject to Section 11, Tenant shall
promptly and peacefully surrender the Premises to Landlord upon the termination
of the Lease Term in as good a condition as when received by Tenant from
Landlord and/or as thereafter improved, if applicable, normal wear and tear
excepted. Unless Landlord expressly provides otherwise in writing to Tenant,
upon the expiration or termination of this Lease, all improvements and additions
to the Premises except those items set forth on Exhibit C-1 shall be deemed
property of Landlord and shall not be removed by Tenant from the Premises.
Tenant shall be solely responsible for, and shall repair, all damage to the
Property arising out of its surrender of the Premises. In addition to all other
requirements under this Lease, Tenant shall remove any Hazardous Substances, as
such term is defined in Section 6.3, on the Premises which were placed on the
Premises by Tenant, its employees, agents, contractors and/or invitees, prior to
its surrender and vacation of the Premises.
3.6 Holding Over Without Consent. If Tenant remains in possession of
the Premises after the termination or expiration of the Lease Term without
Landlord's prior written consent, Tenant shall become a tenant at sufferance
only, subject to all the provisions of this Lease so far as applicable, except
that Base Rent shall be increased to an amount equal to two hundred percent
(200%) multiplied by the sum of the monthly installments of Base Rent and
Additional Rent payable by Tenant during the last month of the Lease Term,
prorated on a daily basis. Acceptance by Landlord of Rent after the termination
of the Lease Term shall not result in a renewal or extension of this Lease. The
provisions of this Section 3.6 are in addition to, and shall not act as a waiver
of or otherwise affect, Landlord's right of re-entry or any other rights of
Landlord under this Lease or as provided by law or in equity. If Tenant fails to
surrender the Premises upon the termination of the Lease Term, despite
Landlord's demand to do so, Tenant shall indemnify, defend and hold Landlord
harmless from and against all loss and liability, including, without limitation,
any claim made by any succeeding tenant founded on, or resulting from, such
failure to surrender, including without limitation, any attorneys' fees or costs
associated therewith.
40 RENT.
4.1 Payment. Tenant shall pay Landlord the monthly installments of
Base Rent provided in Section 1.9 and Additional Rent provided in Section 1.11
in lawful money of the United States, in advance, on the Commencement Date and
thereafter on or before the first day of each month throughout the Lease Term.
Base Rent and Additional Rent shall be paid by Tenant without notice or demand,
deduction, abatement, or offset, except as expressly provided herein. Base Rent
and Additional Rent for any partial month at the beginning or end of the Lease
Term shall be prorated in proportion to the number of days in such month. Base
Rent and Additional Rent are collectively referred to in this Lease as "Rent."
4.2 Interest on Late Payments; Late Charge. If any Base Rent or
Additional Rent is not paid on the due date thereof: (i) such overdue amounts
shall bear interest at a rate equal to three (3) percentage points above the
prime rate of interest stated from time to time by Bank of America or its
successor, or, in the absence of an established prime rate, five (5) percentage
points over that bank's rate for one year certificates of deposit, but not in
excess of the highest lawful rate permitted under applicable laws, calculated
from the original due date thereof to the date of payment; and (ii) Tenant shall
pay Landlord a late charge equal to five percent (5%) of such overdue amount.
The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant,
the exact amount of which would be difficult to ascertain. Acceptance by
Landlord of any partial amounts due under this Section 4 shall in no event
constitute a waiver of Tenant's default with respect to any overdue amount, nor
prevent Landlord from exercising any of its other rights and remedies granted
under this Lease or by law or in equity.
4.3 Address for Payments. Tenant shall pay all Rent to Landlord at
Landlord's Payment Address, or at such other place as may be designated by
Landlord from time
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to time by written notice to Tenant at least thirty (30) days prior to the next
ensuing payment date.
50 SECURITY DEPOSIT. As security for the full and faithful performance
of every covenant and condition of this Lease to be performed by Tenant, Tenant
shall pay to Landlord the Security Deposit specified in Section 1.13. If Tenant
defaults with respect to any covenant or condition of this Lease, including but
not limited to, the payment of Base Rent or Additional Rent, Landlord may apply
all or any part of the Security Deposit to the payment of any sum in default or
payment of any other sum which Landlord may be required or may in its reasonable
discretion deem necessary to spend or incur by reason of Tenant's default. In
such event, Tenant shall deposit with Landlord the amount so applied within five
(5) days of written demand from Landlord. If Tenant shall have fully complied
with all of the covenants and conditions of this Lease the amount of the
Security Deposit then held by Landlord shall be repaid to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interest under this Lease)
within thirty (30) days after the expiration or sooner termination of this
Lease. In the event of Tenant's default under this Lease, Landlord's right to
apply the Security Deposit in accordance with this Section shall be deemed to be
in addition to any and all other rights and remedies available to Landlord under
this Lease, at law or in equity. Landlord shall not be required to keep any
Security Deposit separate from its general funds and Tenant shall not be
entitled to any interest on the Security Deposit.
60 USES; COMPLIANCE WITH LAWS.
6.1 Permitted Uses. The Premises are to be used only for the
Permitted Uses, and for no other business or purpose without the prior written
consent of Landlord, which consent may be withheld if Landlord, in its
reasonable discretion, determines that any proposed use is inconsistent with or
detrimental to the maintenance and operation of the Building as a similar office
building or is inconsistent with any restriction on use of the Property
contained in any lease, mortgage or other agreement or instrument by which the
Landlord may be bound or to which any of the Property may be subject.
6.2 Duties and Prohibited Conduct. Notwithstanding anything to the
contrary in this Lease, Tenant shall not commit any act that will increase the
then-existing rate of insurance on the Building without Landlord's prior written
consent. Tenant shall promptly pay upon demand the amount of any increase in
insurance rates caused by the Permitted Uses or by any act or acts of Tenant or
its employees, agents or representatives. Tenant shall not commit or allow to be
committed any waste upon the Premises, or any public or private nuisance or
other act which reasonably disturbs the quiet enjoyment of any other tenant of
the Property or which is unlawful. Tenant shall not, without the written consent
of Landlord, use any apparatus, machinery or device in or about the Premises, or
act in any way, which will cause any substantial noise, or any vibration, fumes,
or releases of Hazardous Substances into the surrounding environment. If any of
Tenant's office machines, equipment or activities should disturb the quiet
enjoyment of any other tenant in the Building, cause any substantial noise, or
cause any vibration, fumes or releases of Hazardous Substances, then Tenant, at
Tenant's sole expense, shall provide adequate insulation or take such other
action as may be necessary to eliminate such disturbance, noise, vibration,
fumes or releases. Tenant, at Tenant's expense, shall comply with all laws,
rules, regulations, orders, ordinances and permits relating to the Premises, or
its use or occupancy of the Premises, and shall observe such rules and
regulations as may be adopted by Landlord and made available to Tenant from time
to time. This Lease shall be subject to all applicable zoning ordinances and to
all municipal, county, state and federal laws and regulations governing or
regulating the use of the Premises.
6.3 Environmental, Health And Safety Laws. Without limiting Tenant's
obligations under this Section 6, Tenant in the exercise of its rights and the
performance of its obligations under this Lease shall comply, at Tenant's
expense, with all local, state, or federal laws, rules, regulations, ordinances,
orders and permits now existing, or as hereafter enacted,
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amended, or issued concerning environmental, health, or safety matters
(collectively, the "Environmental Laws"). Tenant shall not use the Premises for,
or permit anything to be done in or about the Property which may subject
Landlord, any guarantor, or any mortgagee under any mortgage covering the
Property, to liability for remediation costs or other damages or penalties under
any Environmental Laws resulting from Tenant's use of, or conduct on, the
Property, including without limitation, the use, generation, transportation,
management, handling, treatment, storage, manufacture, emission, release,
disposal or deposit of any radioactive material, hazardous or toxic wastes,
hazardous or toxic substances, any material containing hazardous wastes or
hazardous substances (except as they occur in normal office products or
household cleaning products), or any other pollutant, contaminant, human
pathogen or infectious agent as such terms may now or in the future be defined
in any Environmental Laws (collectively, "Hazardous Substances"), on the
Property, adjacent surface waters, soils, underground waters, or air.
Landlord shall have the right at all reasonable times upon notice to Tenant
to conduct environmental investigations, including the taking of samples, for
the purpose of detecting or measuring the presence of Hazardous Substances on
the Property. Tenant shall keep Landlord continuously informed by written notice
of all Hazardous Substances which Tenant, or Tenant's employees, agents,
representatives, or contractors, generates, stores or otherwise allows on the
Property. Tenant shall provide Landlord with copies of all documents received or
prepared by Tenant concerning any release of a Hazardous Substance at the
Property, all documents Tenant receives or prepares in connection with any
violation, or alleged violation, of an Environmental Law by Tenant, and all
reports or other documents Tenant is required to provide any governmental
authority under any Environmental Law concerning any Hazardous Substance. Upon
request by Landlord, Tenant shall provide Landlord with all other information
which Landlord reasonably deems necessary or useful for the purpose of
determining whether Tenant is in compliance with all Environmental Laws and
whether the Property, or any part of the Property, is contaminated by any
Hazardous Substances. If Tenant or the Premises is in violation of any
Environmental Law, or in the event of a release of Hazardous Substances into or
on the Property or adjacent surface waters, soils, underground waters, or air,
Tenant shall (i) immediately notify Landlord in writing of such occurrence and
the action necessary to correct or mitigate such occurrence, and (ii) take such
action as is necessary to mitigate and correct such violation or release.
Provided, however, Landlord reserves the right, but not the obligation, to enter
the Premises, to act in place of the Tenant (and Tenant hereby appoints Landlord
as its agent for such purposes) and to take such action as Landlord deems
necessary to ensure compliance or to mitigate the violation, at Tenant's
expense. If Landlord has a reasonable belief that Tenant is in violation of any
Environmental Law, or that Tenant's actions or inaction presents a threat of
violation or a threat of damage to the Property, Landlord reserves the right to
enter the Premises and take such corrective or mitigating action as Landlord
deems necessary. All costs and expenses incurred by Landlord in connection with
any such actions shall become immediately due and payable by Tenant upon
presentation of an invoice therefor.
Tenant shall not conduct or permit others to conduct environmental testing
on the Premises without first obtaining Landlord's written consent. Tenant shall
promptly inform Landlord of the existence of any environmental study,
evaluation, investigation or results of any environmental testing conducted on
the Premises whenever the same becomes known to Tenant and Tenant shall provide
copies to Landlord, upon request by Landlord and at no cost to Landlord.
Notwithstanding the foregoing, in no event shall Tenant be responsible for or
liable to Landlord for any Hazardous Substances located in the Premises that
existed or were released upon the Premises prior to the Commencement Date of
this Lease. Landlord represents and warrants that to the best of its knowledge,
the Premises are free of any Hazardous Substances.
70 SERVICES AND UTILITIES; REPAIRS AND MAINTENANCE.
7.1 Services and Utilities; Landlord's Obligations. Landlord shall
supply Landlord's standard Building and Property security and fire monitoring
services and elevator service, Landlord's standard trash removal services
(excluding disposal of Hazardous Substances
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or medical or biological waste) from the Building compactor, and Landlord's
standard exterior window washing services for Premises' windows. Landlord shall
also provide any janitorial services to the Premises if so requested by Tenant.
Any service or utility which is separately metered to the Premises by the
utility provider shall be billed directly to Tenant and paid directly by Tenant
to the utility provider. The Base rental rate excludes the cost of janitorial
services to the Premises, and utilities to the Premises including the estimated
utilities to supply the Premises with HVAC. All other services or utilities
which are required to be provided by Landlord under Section 7.1 which are not
separately metered by the service or utility provider shall be included within
"Operating Costs" and shall be paid by Tenant each month as provided in Section
8. The cost for any services or utilities which are not separately metered or
sub-metered shall be based on Landlord's reasonable estimate of Tenant's
consumption of such utilities. If in the Landlord's reasonable opinion the
Tenant's consumption of any utility is extraordinary, Landlord shall be entitled
to install, maintain and operate, at Tenant's cost, a monitoring/ metering
system(s) in the Premises to measure Tenant's consumption of water, electricity
(including electricity to Tenant's signage, if any) HVAC or other utilities or
services, or to measure the added demands on the Premises electrical or HVAC
systems resulting from Tenant's equipment or lights, including without
limitation, Tenant's improvements pursuant to Exhibit C.
Landlord's obligation to provide the services and utilities described in
this Section 7.1 is subject to Section 11 (Damage And Destruction) and Section
22 (Condemnation).
7.1.1 Additional Services Or Utilities. During other than normal
business hours, Landlord may restrict access to the Building in accordance with
the Building's security system, provided that Tenant shall have at all times
during the term of this Lease (24 hours of all days) reasonable access to the
Premises.
If, after written request by Tenant, Landlord furnishes HVAC or other
services or utilities in addition to the utilities or services required to be
provided by Landlord under this Lease, including without limitation, furnishing
utilities or services at times other than Normal Business Hours or in amounts
exceeding standard office use, then the cost of such non-standard or additional
services or utilities, as reasonably established by Landlord, shall be paid by
Tenant as Additional Rent.
7.2 Services and Utilities; Tenant's Obligations. Tenant shall be
solely responsible for providing, and shall pay directly, all charges for
janitorial services to the Premises and for any security services desired by
Tenant in addition to Landlord's standard Building and site security services.
Tenant shall be solely responsible for providing, at Tenant's cost, any backup
electricity generator desired by Tenant. It is understood that, except as
provided in Sections 7.1 or 7.4, Landlord shall not be required to provide any
services or utilities to Tenant, and Tenant shall make all necessary
arrangements to have such services and utilities billed directly to Tenant and
paid directly by Tenant. Tenant shall pay its share, as reasonably determined by
Landlord, of any unique services or equipment used by Tenant which are shared by
other tenants of the Building, such as generators, dilution tanks and air
compressors.
7.2.1 Services and Utilities; Tenant's Options. Landlord grants
Tenant the option to install an HVAC unit(s) and/or a communications antenna on
the Building's rooftop, in a location(s) to be mutually agreed upon between
Landlord and Tenant. Tenant, at its option and at its sole cost and expense, may
install conduit from the street (Tukwila International Boulevard) to its
Premises with US West, Teligent and Nextlink, or such other fiber optic service
providers ("Service Providers"). Tenant shall be provided, at no charge, conduit
access from the Premises to such Service Providers from the location known in
Tenant's industry as the "meet me room", which is identified on Exhibit B-1.
7.3 Interruption. Landlord shall not be liable for any loss, injury
or damage to persons or property caused by or resulting from any variation,
interruption, or failure of services or utilities to be provided by Landlord
under this Lease due to any cause whatsoever,
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including without limitation, Landlord's failure to make any repairs or perform
any maintenance required to be performed by Landlord under this Lease. No
temporary variation, interruption or failure of services or utilities to be
provided by Landlord under this Lease incident to the making of repairs,
alterations or improvements, or due to accident, strike or conditions or events
beyond Landlord's reasonable control, shall be deemed an eviction of Tenant or
relieve Tenant from any of Tenant's obligations under this Lease.
7.4 Landlord's Repair and Maintenance Obligations. Except as
provided in Sections 9 (Improvements and Alterations by Tenant), 11 (Damage or
Destruction) or 22 (Condemnation), Landlord shall cause to be maintained in
reasonably good order and condition the Premises and the public and common areas
of the Property, such as lobbies, elevators, stairs, corridors and restrooms;
provided, however, Tenant shall be responsible for the cost of repair of damage
occasioned by any act or omission of Tenant or Tenant's officers, contractors,
agents, invitees, licensees or employees, subject to Section 12, Waiver of
Subrogation. Landlord shall maintain and repair the Premises, water, if
applicable, and elevator service at all times during the term of the Lease.
7.5 Tenant's Repair and Maintenance Obligations. Except for
maintenance, replacements and repairs required to be made or provided by
Landlord under Sections 7.1 or 7.4, Tenant, at its sole cost and expense, shall
provide for the maintenance, repair and replacement within the Premises and all
built-in appliances and equipment which are in the Premises for Tenant's
exclusive use and any security systems or services desired by Tenant in addition
to any such systems or services as may be provided by Landlord under this Lease.
In performing its obligations under this Section 7, Tenant, at Tenant's
expense, shall comply with all Environmental Laws and all other applicable laws,
ordinances, codes, orders, rules or regulations of any governmental authority.
Tenant shall retain, and shall provide Landlord upon request, copies of Tenant's
maintenance and service contract(s). Except as provided in Section 9 in
connection with Alterations, before making or performing any work, repairs, or
replacement of any kind in the Premises, if such work shall affect the building
systems or costs of operation to Landlord then Tenant shall obtain Landlord's
prior written approval, which approval may be conditioned, on Tenant providing
Landlord with plans and specifications therefor, if applicable, which are
acceptable to Landlord. All work, maintenance, repairs and replacements by
Tenant under this Lease shall be performed by licensed contractors acceptable to
Landlord. Before installing any heavy equipment or fixtures in the Premises,
Tenant shall submit the plans and specifications therefor to Landlord for
Landlord's written approval.
80 ADDITIONAL RENT: OPERATING COSTS AND REAL ESTATE TAXES
8.1 Definitions. In addition to the Base Rent, Tenant shall pay to
Landlord each month as Additional Rent Tenant's Share of Taxes and of Operating
Costs as provided in this Section 8, using the following definitions:
8.1.1 Taxes. "Taxes" shall mean taxes on real property and
personal property, charges and assessments (or any installments thereof due
during the Lease Year) levied with respect to the Property, any improvements,
fixtures and equipment on the Property, and all other property of Landlord, real
or personal, used directly in the operation of the Property, and any taxes
levied or assessed (or any installment thereof due during the Lease Year) in
addition to or lieu of, in whole or in part, such real property or personal
property taxes, or any other tax upon leasing of the Property and/or Building or
rents collected, but not including any federal or state income, estate, business
and occupation, inheritance or franchise tax.
8.1.2 Operating Costs. "Operating Costs" shall mean all expenses
other than Taxes paid or incurred by Landlord for obtaining services and
products for maintaining, operating, equipment replacement, and repairing the
Property, including without limitation, the Property public and common areas,
and the personal property used in conjunction therewith, and which shall
include, without limitation, the costs of Landlord performing its
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maintenance and repair obligations under this Lease, depreciation and
amortization of capital improvements made subsequent to the initial development
of the Property or Building which are designed with a reasonable probability of
enhancing the health and/or safety of the Property or improving the operating
efficiency of the Property or Building, security services for the Property, fire
alarm system monitoring and testing, refuse collection, maintaining water,
sewer, storm drainage and other utility systems and services, common area
electricity, gas and other similar energy sources (excluding electricity for the
Premises which will be charged to the Tenant subject to paragraph 8.6 below),
supplies, Premises janitorial if provided, common area janitorial and cleaning
services, exterior window washing, landscape planting, maintenance and
irrigation, services of independent contractors (including any market-rate
management fees which may be or become payable to third parties), compensation
(including employment taxes and fringe benefits) of all persons who perform
duties in connection with the operation, maintenance and repair of the Property
and its equipment, the maintenance, resurfacing, repair and striping of parking
areas and curbs (including driveways, loading zones and access easements),
downspouts and gutters, lighting and outdoor facilities, premiums for Landlord's
insurance, licenses, permits and inspection fees, a management fee, reasonable
legal, administrative and accounting expenses, and any other expense or charge
whether or not hereinabove described, which in accordance with generally
accepted accounting principles and management practices would be considered an
expense of maintaining, operating, or repairing the Property, excluding or
deducting, as appropriate costs of any special services rendered to individual
tenants (including Tenant) for which a special charge is collected including,
without limitation, any specially metered charges. Notwithstanding the
foregoing, Operating Costs shall not include the following:
(1) attorney's fees, accounting fees and other expenditures incurred in
connection with negotiations, disputes and claims of other tenants or occupants
of the Building, except as specifically otherwise provided in the Lease;
(2) costs directly attributable to or for the sole benefit of a tenant,
including Tenant;
(3) rental on ground leases or other underlying leases;
(4) cost of any work or services to the extent performed for any facility
other than the Building (provided Landlord shall have the right to reasonably
allocate the cost of services provided to more than one facility);
(5) costs due to Landlord's willful violation of any governmental rule or
authority;
(6) charitable or political contributions;
(7) any fees paid to related parties of Landlord which exceed the market
rate for similar services.
8.1.3 Tenant's Share. "Tenant's Share" in connection with
Operating Costs and Taxes shall mean Tenant's Share of the Property multiplied
by actual or estimated, as the case may be, Operating Costs or Taxes allocated
to the Property, respectively. Notwithstanding anything to the contrary in this
Section 8.1.3, for purposes of the determination of Operating Costs, to the
extent Operating Costs vary depending upon occupancy type or level of the areas
served, such varying Operating Costs shall be adjusted to ninety-five percent
(95%) of occupancy, so that such Operating Costs shall not reflect material
changes to the extent attributable to changes in occupancy type and/or levels.
8.2 Payment of Additional Rent for Estimated Increases in Operating
Costs and Taxes. Within ninety (90) days of the Commencement Date or the close
of each Lease Year, as applicable, or as soon thereafter as is practicable,
Landlord shall provide Tenant with a written statement of Tenant's Share of
estimated Operating Costs and increases in Operating Costs and Taxes for such
Lease Year. Tenant shall pay 1/12 of the amount of such estimated Operating
Costs, and increases in Operating Costs and Taxes as Additional Rent as
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provided in Section 4 each month during such Lease Year and until such time as
Landlord provides Tenant with a statement of estimated increases for the
subsequent Lease Year. If at any time or times during such Lease Year, it
appears to Landlord that Tenant's Share of actual Operating Costs and/or actual
Taxes will vary from the estimated Operating Costs and/or Taxes by more than
five percent (5%) on an annual basis, Landlord may, by written notice to Tenant,
revise its estimate for such Lease Year and Additional Rent payable by Tenant
under this Section 8.2 for such Lease Year shall be increased based on
Landlord's revised estimate.
8.3 Actual Operating Costs and Taxes. Landlord will make reasonable
efforts within ninety (90) days after the close of each Lease Year during the
Term hereof for which an estimated statement was delivered to Tenant pursuant to
Section 8.2, to deliver to Tenant a written statement ("Reconciliation
Statement") setting forth Tenant's Share of the actual Operating Costs and Taxes
paid or incurred by Landlord during the preceding Lease Year (or such prorated
portion of such Lease Year if this Lease commences or terminates on a day other
than the first or last day of a Lease Year, based on a 365-day Lease Year). If
the actual Operating Costs and/or Taxes shown on the Reconciliation Statement
for any Lease Year exceed estimated Operating Costs and/or Taxes paid by Tenant
to Landlord pursuant to Section 8.2, Tenant shall pay the excess to Landlord as
Additional Rent within thirty (30) days after the date of the Reconciliation
Statement. If the Reconciliation Statement shows that actual Operating Costs
and/or Taxes are less than the estimated Operating Costs and/or Taxes paid by
Tenant to Landlord pursuant to Section 8.2, then the amount of such overpayment
shall be credited by Landlord to the next Additional Rent payable by Tenant (or
refunded to Tenant in the event of the termination or expiration of this Lease).
Notwithstanding anything to the contrary in this Section 8.3, Tenant's Share of
Operating Costs and Taxes for any partial Lease Year at the end of the Term
shall be as shown on Landlord's statement of estimated Operating Costs and Taxes
furnished to Tenant pursuant to Section 8.2.
8.4 Determinations. The determination of actual and estimated
Operating Costs and Taxes shall be made by Landlord. Landlord or its agent shall
keep records in reasonable detail showing all expenditures made for the items
enumerated in this Section 8.
Tenant shall have the right at its own cost and expense to review and/or
inspect Landlord's records once in any calendar year with respect to any
Operating Costs shown on Landlord's annual reconciliation statement provided to
Tenant. Tenant shall give Landlord written notice of its intention to conduct
any such audit within ninety (90) days of the date of Landlord's annual
reconciliation statement or Tenant shall be deemed to have waived its audit and
inspection right with respect to the period of time covered in such statement.
Tenant's audit shall be conducted at Landlord's main business office, or at such
other location as Landlord may keep its relevant business records, and on a date
mutually agreed upon by Landlord and Tenant, but in no event earlier than sixty
(60) days from the date of Tenant's notice. Tenant, and its employees, agents,
attorneys and representatives agree that any and all information concerning
Operating Costs or any other information disclosed by Landlord pursuant to any
such audit shall not be disclosed to any other person or entity without the
prior written consent of Landlord, which consent shall be at Landlord's sole
discretion. Prior to providing such confidential information to any of Tenant's
employees, agents, attorneys or representatives, Tenant shall deliver to
Landlord a written acknowledgment of such parties' agreement to be bound by the
terms of this paragraph, in a form satisfactory to Landlord. Nothing in this
paragraph shall relieve Tenant of its obligation under Section 8 to pay
Additional Rent without notice, demand, offset or deduction.
8.5 Tenant's Personal Property Taxes. Tenant shall pay prior to
delinquency all Personal Property Taxes payable with respect to all Property of
Tenant located on the Premises or the Property and, upon Landlord's request,
shall promptly provide Landlord with written proof of such payment. Solely for
purposes of this Section 8.5, "Property of Tenant" shall include Landlord's
Work, Tenant's Work and all other improvements which are paid for by Tenant, and
"Personal Property Taxes" shall include all property taxes assessed against the
Property of Tenant, whether assessed as real or personal property.
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8.6 Tenant's Utility Charges. Landlord and Tenant agree that
utilities to the Premises including the cost of utilities to provide Building
standard HVAC are not included in the Base Rent. Landlord will estimate, by
meter if possible, the cost of the Tenant's usage of electricity and natural gas
for its Premises, including the cost of utilities to heat and cool the Premises.
Tenant shall pay to the Landlord as Additional Rent each month the Landlord's
estimate of such charges. At the end of each calendar year the Landlord shall
compare the previous 12 months actual charges to its estimates. Any amounts
owing shall be paid by Tenant, and credit amounts shall be refunded to Tenant in
accordance with Section 8.3. Landlord shall adjust its estimates as provided for
in Section 8.2.
90 IMPROVEMENTS AND ALTERATIONS BY TENANT. Except for the Tenant
Improvements, Tenant shall not make any changes, alterations, additions or
improvements in or to the Premises ("Alterations"), including, without
limitation, changes to locks on doors or to plumbing or wiring, without first
obtaining the written consent of Landlord and, where required by Landlord, such
Alterations shall be made under the supervision of a competent architect and/or
a licensed structural engineer, and in accordance with plans and specifications,
approved by Landlord, which approval shall not be unreasonably withheld. Prior
to commencing any Alterations, Tenant shall notify Landlord of such work and
Landlord shall perform a good faith asbestos inspection in accordance with
applicable laws and regulations. All work with respect to any Alterations shall
be done in a good and workmanlike manner and shall be diligently prosecuted to
completion. In no event shall Tenant's Alterations change or affect the
strength, exterior appearance, or the mechanical, electrical, or plumbing
services or systems, of the Building without Landlord's consent. Tenant shall
reimburse Landlord upon demand for any sums expended by Landlord for examination
and approval of plans and specifications for any and all Alterations. Tenant
shall also pay Landlord a sum equal to the costs incurred by Landlord during any
inspection or supervision of any and all Alterations. All damages or injury to
the Property caused by any act or omission of Tenant, or Tenant's officers,
contractors, agents, invitees, licensees or employees, or by any persons who may
be in or upon the Property with the express or implied consent of Tenant,
including but not limited to, damage from cracked or broken glass in windows or
doors, shall be paid by Tenant upon demand by Landlord.
100 ACCESS. During other than Normal Business Hours, Landlord may
restrict access to the Building in accordance with a Landlord provided Building
security system. Tenant shall have at all times during the Lease Term (24 hours
of all days) reasonable access to the Premises and roof. Landlord, at Tenant's
cost, shall provide Tenant with security access cards to the Building if such
cards are a part of the Building's security system. Tenant will be allowed to
install its own card readers, provided that they are compatible with the
Building's system, and Landlord maintains emergency access. Tenant shall permit
Landlord and its agents to enter the Premises at all reasonable times (except in
cases of emergency) for the purpose of inspecting or improving the Premises or
the Building or for performing any of its obligations under this Lease, upon
advance notice to Tenant. Nothing contained in this Section 10 shall be deemed
to impose any obligation upon Landlord not expressly stated elsewhere in this
Lease. When reasonably necessary Landlord may temporarily close entrances,
doors, corridors, elevators or other facilities without liability to Tenant by
reason of such closure and without such action by Landlord being construed as an
eviction of Tenant or release of Tenant from the duty of observing and
performing any of the provisions of this Lease, so long as such action does not
materially and unreasonably interfere with Tenant's access to the leased
Premises. Landlord shall have the right to enter the Premises for the purpose of
showing the Premises to prospective tenants within the period of one hundred
eighty (180) days prior to the expiration or sooner termination of the Lease
Term.
110 DAMAGE OR DESTRUCTION.
11.1 Damage and Repair. If the Building is damaged by fire or any
other cause to such extent that the cost of restoration, as estimated by
Landlord, will equal or exceed thirty percent (30%) of the replacement value of
the Building (exclusive of foundations) just
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prior to the occurrence of the damage, or if insurance proceeds sufficient for
restoration are for any reason unavailable, then Landlord may no later than the
one hundred twentieth (120th) day following the damage, give Tenant a notice of
its election to terminate this Lease. In the event of such election; (a) this
Lease shall be deemed to terminate on the date that is thirty (30) days from the
date of Tenant's receipt of such notice ("Termination Date"); (b) Tenant shall
surrender possession of the Premises on the Termination Date; and (c) Rent and
Additional Rent shall be apportioned as of the date of Tenant's surrender and
any Rent paid for any period beyond such date shall be repaid to Tenant. If the
cost of restoration as estimated by Landlord shall amount to less than thirty
percent (30%) of said replacement value of the Building or Property and
insurance proceeds sufficient for restoration are available, or if Landlord does
not elect to terminate this Lease, Landlord shall restore the Building and the
Premises (to the extent of the improvements to the Premises originally provided
by Landlord hereunder but excluding any improvements paid for by Landlord with
any tenant allowance or credits) with reasonable promptness, subject to delays
beyond Landlord's control and delays in the making of insurance adjustments by
Landlord, and Tenant shall have no right to terminate this Lease except as
provided in this Section 11. To the extent that the Premises are rendered
untenantable by such damage or by Landlord's restoration work under this
Section, the Rent shall proportionately abate, provided, however, in the event
such damage resulted from or was contributed to, directly or indirectly, by the
act, fault or neglect of Tenant, Tenant's officers, contractors, agents,
employees, invitees or licensees, Base Rent shall abate only to the extent
Landlord receives proceeds from any rental income insurance policy received by
Landlord for loss of Rent under this Lease.
11.2 Destruction During Last Year of Term. Notwithstanding anything
to the contrary in this Lease, in case the Building shall be substantially
destroyed by fire or other cause at any time during the last Lease Year of this
Lease, either Landlord or Tenant may terminate this Lease upon written notice to
the other given within thirty (30) days of the date of such destruction.
11.3 Business Interruption. No damages, compensation or claim shall
be payable by Landlord for inconvenience, loss of business or annoyance arising
from any damage or destruction, repair or restoration of any portion of the
Premises or the Building. Landlord shall use reasonable efforts to effect such
repairs promptly.
11.4 Tenant Improvements. Landlord will not carry insurance of any
kind on any improvements or alterations paid for by Tenant under this Lease or
paid for pursuant to any tenant allowance or credits from Landlord, or on
Tenant's furniture, furnishings, fixtures, equipment or appurtenances of Tenant
under this Lease and Landlord shall not be obligated to repair any damage
thereto or replace the same. Tenant shall insure its improvements in accordance
with Section 14.2 and proceeds of such insurance shall be used in any repair or
restoration of the Premises.
11.5 Express Agreement. The provisions of this Section 11 shall be
considered an express agreement governing any case of damage or destruction of
the Building or Premises by fire or other casualty.
120 WAIVER OF SUBROGATION. Whether loss or damage is due to the
negligence of either Landlord or Tenant, their agents or employees, or any other
cause, Landlord and Tenant do each hereby release and relieve the other, their
agents or employees, from responsibility for, and waive their entire claim of
recovery for, (i) any loss or damage to the real or personal property of either
party located anywhere on the Property, including the Building itself, arising
out of or incident to the occurrence of any of the perils which are covered, or
are required to be covered under this Lease, by their respective property and
related insurance policies, and (ii) any loss resulting from business
interruption at the Premises or loss of rental income from the Building, arising
out of or incident to the occurrence of any of the perils covered by any
business interruption insurance policy, or by any loss of rental income
insurance policy, which may be held by Landlord or Tenant. Each party shall use
best efforts to cause its
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insurance carriers to consent to the foregoing waiver of rights of subrogation
against the other party. Notwithstanding the foregoing, no such release shall be
effective unless and to the extent the aforesaid insurance policy or policies
shall expressly permit such a release or contain a waiver of the carrier's right
to be subrogated.
130 INDEMNIFICATION. Landlord shall not be liable for, and Tenant shall
defend (unless Landlord waives its right to such defense, and in any event with
counsel reasonably satisfactory to Landlord), indemnify, hold harmless and
protect Landlord and its employees and agents from any claim, demand, liability,
judgment, award, fine, mechanics' lien or other lien, loss, damage, expense,
penalty, charge or cost of any kind or character (including actual attorney fees
and court costs) which may be made, incurred or asserted by Tenant, Tenant's
agents or employees, contractors, or any third parties (including but not
limited to Landlord's agents, servants or employees), arising directly or
indirectly from: (a) any labor dispute involving Tenant or its agents or
contractors (but excluding labor disputes involving Landlord or its contractors,
subcontractors, or agents); (b) the construction, repair, alteration,
improvement, use, occupancy or enjoyment of the Premises by Tenant its
contractors, agents, employees and/or customers or invitees, (c) injury to, or
death of, any person or persons or damage to, or destruction of, any property
(including without limitation the costs of investigation, removal or remedial
action and disposal of any hazardous or toxic substances, as such terms may be
defined under any applicable federal, state, or municipal law, statute, rule or
regulation) occurring in, on or about the Premises, unless it is the result of
Landlord's negligence or (d) Tenant's breach of this Lease or the acts or
omissions of Tenant or its officers, directors, shareholders, employees,
contractors, subcontractors, or agents (the "Claims"). Notwithstanding anything
to the contrary in this Section 13, nothing in this Section 13 shall relieve
Landlord from responsibility for its proportionate share of its fault
attributable to its negligence or wilful misconduct in causing any such Claims.
TENANT HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO LANDLORD UNDER THE INDUSTRIAL
INSURANCE ACT (RCW TITLE 51) AND/OR THE LONGSHOREMEN'S AND HARBOR WORKER ACT,
AND/OR ANY EQUIVALENT ACTS AND TENANT EXPRESSLY AGREES TO ASSUME POTENTIAL
LIABILITY FOR ACTIONS BROUGHT AGAINST LANDLORD BY TENANT'S EMPLOYEES. THIS
WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES TO THIS LEASE AND TENANT
HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED TO, CONSULT WITH INDEPENDENT
COUNSEL REGARDING THIS WAIVER.
Without limiting Tenant's obligations under this Section 13, Tenant agrees
to defend, indemnify and hold Landlord harmless from and against any and all
claims, causes of action, regulatory demands, liabilities, fines, penalties,
losses, and expenses, including without limitation, clean-up or other remedial
costs (including attorneys' fees, costs and all other reasonable litigation
expenses when incurred and whether incurred in defense of actual litigation or
in reasonable anticipation of litigation), arising from the existence or
discovery of any Hazardous Substance on the Premises, or the migration of any
Hazardous Substance from the Premises to other properties or into the
surrounding environment, whether (i) made, commenced or incurred during the term
of this Lease, or (ii) made, commenced or incurred after the expiration or
termination of this Lease if arising out of events occurring during the term of
this Lease.
Tenant shall not be liable for, and Landlord shall defend (unless Tenant
waives its rights to defense, and in any event with counsel reasonably
satisfactory to Tenant), indemnify, hold harmless and protect Tenant and its
employees and agents from any claim, demand, liability, judgment, award, fine,
mechanics lien or other lien, loss, damage, expense, penalty, charge or cost of
any kind of character (including reasonable attorneys' fees and court costs)
which may be made, incurred or asserted against Tenant by third parties arising
or resulting from damage to property or injury to person to the extent caused by
the negligence or willful misconduct of Landlord, its employees, agents,
servants or representatives.
140 INSURANCE.
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14.1 Liability Insurance. Commencing on the earlier of the
Commencement Date or the date Tenant first enters onto the Premises and
continuing throughout the term of this Lease and any renewal hereof, Tenant
shall, at its own expense, keep and maintain in full force and effect, a policy
of commercial general liability insurance including a contractual liability
endorsement covering Tenant's obligations under Section 13, insuring Tenant's
activities upon, in or about the Premises or the Building against claims of
bodily injury or death or property damage or loss with a limit of not less than
$2,000,000 combined single limit per occurrence and annual aggregate.
14.2 Property Insurance. Commencing on the earlier of the
Commencement Date or the date Tenant first enters onto the Premises and
continuing throughout the Term of this Lease and any renewal hereof, Tenant
shall, at its own expense, keep and maintain in full force and effect, what is
commonly referred to as "all risk" coverage insurance (but excluding earthquake
and flood) on Tenant's leasehold improvements, including without limitation, any
improvements made by Landlord on behalf of Tenant or pursuant to a tenant
allowance or credit, in an amount not less than the current 100% replacement
value thereof. Landlord shall not carry insurance on Tenant's leasehold
improvements.
14.3 Insurance Policy Requirements. All policies of insurance
required under this Section 14 shall be issued by companies qualified to do
business in the State of Washington and holding a general policy holder's rating
of not less than "A" and a financial rating of not less than "Class XI" as rated
in the most current available edition of "Best's Insurance Reports." All such
policies shall contain cross-liability endorsements and shall name Landlord,
Landlord's mortgagees or beneficiaries and such additional individuals or
entities as Landlord may from time to time designate as primary additional
insureds. No insurance policy required under this Section 14 shall be canceled
or reduced in coverage and each insurance policy shall provide that it is not
subject to cancellation or a reduction in coverage except after thirty (30) days
prior written notice to Landlord. Tenant shall deliver to Landlord upon
Commencement Date or the date Tenant first enters onto the Premises and from
time to time thereafter, a copy of the certificate of insurance evidencing the
existence, endorsements, and amounts of same as required by Landlord. In no
event shall the limits of any insurance policy required under Section 14 be
considered as limiting the liability of Tenant under this Lease. All public
liability, property damage and other policies shall be written as primary
policies, not contributing with or secondary to coverage which Landlord may
carry.
150 ASSIGNMENT AND SUBLETTING.
15.1 Assignment or Sublease. Except as expressly permitted below,
Tenant shall not assign, mortgage, encumber or otherwise transfer this Lease or
sublet the whole or any part of the Premises without in each case first
obtaining Landlord's prior written consent, which consent may not be
unreasonably conditioned, delayed or withheld. Tenant also acknowledges that any
right of first refusal, option to extend the Term of this Lease, terminate this
Lease, or any other options which Landlord has granted herein are particular to
Tenant are not assignable or transferable to any assignee or sublessee under
this Lease, except to a Permitted Transferee.
In no event shall an assignment, subletting or other transfer of the Lease,
other than a transfer to a Permitted Transferee, relieve Tenant of any of its
obligations under this Lease. Consent to any such assignment, subletting or
transfer shall not operate as a waiver of the necessity for consent to any
subsequent assignment, subletting or transfer.
If such consent is requested, Landlord reserves the right to terminate this
Lease, or, if consent is requested for subletting less than the entire Premises,
to terminate this Lease with respect to the portion for which such consent is
requested, at the proposed effective date of such subletting, in which event
Landlord shall enter into the relationship of Landlord and Tenant with any such
subtenant or assignee, based on the rent (and/or other compensation) and the
term
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agreed to by such subtenant or assignee and otherwise upon the terms and
conditions of this Lease.
If Tenant is a corporation, any transfer of this Lease by merger,
consolidation or liquidation, or any change in the ownership of a majority of
its outstanding voting stock, or power to vote a majority of its outstanding
voting stock, shall constitute an assignment for the purpose of this Section 15;
provided, however, for the purposes of this Section 15, a public offering of
stock registered with the SEC, shall not constitute a transfer. If Tenant is a
partnership, any transfer of this Lease by merger, consolidation, liquidation,
dissolution, or any change in the ownership of a majority of the partnership
interests shall constitute an assignment for the purpose of this Section 15.
Tenant shall have the right, without Landlord's consent, to sublet or
assign the Premises or any part thereof to any subsidiary of Tenant or to any
entity which controls or is under the common control of Tenant ("Permitted
Transferee"). Furthermore, provided that the successor to Tenant resulting from
a merger, consolidation or other corporate restructuring has a net worth of at
least Twenty Million Dollars ($20,000,000) or ten percent (10%) equity to total
assets, Landlord's consent to any such subletting or assignment shall not be
required.
15.2 Documentation and Expenses. In connection with each request for
an assignment or subletting Tenant shall: (i) submit in writing to Landlord the
name and legal composition of the proposed subtenant or assignee, the nature of
the proposed subtenant's or assignee's business to be carried on in the
Premises, the terms and provisions of the proposed sublease or assignment and
such reasonable financial information as Landlord may request concerning the
proposed subtenant or assignee; and (ii) pay Landlord's reasonable costs of
processing such assignment or subletting, including attorneys' fees, upon demand
of Landlord. Tenant shall provide Landlord with copies of all assignments,
subleases and assumption instruments.
15.3 Transferee Obligations. As a condition to Landlord's approval of
an assignment, any potential assignee otherwise acceptable to Landlord shall
assume, in writing, all of Tenant's obligations under this Lease and Tenant and
such assignee shall agree, in writing, to be jointly and severally liable for
the performance of all of Tenant's obligations under this Lease. As a condition
to Landlord's approval any sublessee otherwise acceptable to Landlord such
sublessee shall assume, in writing, all of Tenant's obligations under this Lease
as to the subleased portion of the Premises and Tenant and such sublessee shall
agree, in writing, to be jointly and severally liable with Tenant for Rent and
performance of all of the terms, covenants, and conditions of such approved
sublease.
160 SIGNS. Tenant shall not inscribe any inscription, or post, place, or
in any manner display any sign, graphics, notice, picture, placard or poster, or
any advertising matter whatsoever, anywhere in or about the Property at places
visible (either directly or indirectly as an outline or shadow on a glass pane)
from anywhere outside the Premises without first obtaining Landlord's written
consent, such consent to be at Landlord's sole discretion. Any such consent by
Landlord shall be upon the understanding and condition that Tenant shall remove
the same at the expiration or sooner termination of this Lease and Tenant, at
its expense, shall repair any damage to the Property, or any portion thereof,
caused by such removal. Notwithstanding the foregoing, if Tenant is permitted to
place signage on the Building such signage must be pre-approved by Landlord's
architect and must comply with local laws. The cost of such signage,
maintenance, repair and operation shall be borne exclusively by Tenant.
170 LIENS. Tenant shall keep its interest in this Lease, any property of
Tenant located on the Property (other than the unattached personal property set
forth on Exhibit C-1), and the Property free from any liens arising out of any
work performed or materials ordered or obligations incurred by or on behalf of
Tenant and Tenant hereby agrees to indemnify, defend and hold Landlord harmless
from and against any liability from any such lien, including without
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limitation, liens arising from Tenant's Work. In the event any lien is filed
against the Property, or any portion thereof, by any person claiming by, through
or under Tenant, Tenant shall, upon request of Landlord and at Tenant's expense,
immediately either cause such lien to be released of record or furnish to
Landlord a bond, in form and amount and issued by a surety, satisfactory to
Landlord, indemnifying Landlord and the Property against all liability, costs
and expenses, including attorneys' fees, which Landlord may incur as a result
thereof. Provided that such bond has been furnished to Landlord, Tenant, at its
sole cost and expense and after written notice to Landlord, may contest, by
appropriate proceedings conducted in good faith and with due diligence, any
lien, encumbrance or charge against the Property arising from work done or
materials provided to and for Tenant, if, and only if, such proceedings suspend
the collection thereof against Landlord, Tenant and the Property and neither the
Property nor any part thereof or interest therein is or will be in any danger of
being sold, forfeited or lost.
180 BANKRUPTCY.
18.1 Assumption of Lease. In the event Tenant becomes a Debtor under
Chapter 7 of the Bankruptcy Code ("Code") or a petition for reorganization or
adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the
Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to
Chapters 11 or 13 of the Code, the Trustee or Tenant, as Debtor and as
Debtor-In-Possession, may not elect to assume this Lease unless, at the time of
such assumption, the Trustee or Tenant has: (i) Cured all defaults under the
Lease and paid all sums due and owing under the Lease or provided Landlord with
"Adequate Assurance" (as defined below) that: (i) within ten (10) days from the
date of such assumption, the Trustee or Tenant will completely pay all sums due
and owing under this Lease and compensate Landlord for any actual pecuniary loss
resulting from any existing default or breach of this Lease, including without
limitation, Landlord's reasonable costs, expenses, accrued interest, and
attorneys' fees incurred as a result of the default or breach; (ii) within
twenty (20) days from the date of such assumption, the Trustee or Tenant will
cure all non-monetary defaults and breaches under this Lease, or, if the nature
of such non-monetary defaults is such that more than twenty (20) days are
reasonably required for such cure, that the Trustee or Tenant will commence to
cure such non-monetary defaults within twenty (20) days and thereafter
diligently prosecute such cure to completion; and (iii) the assumption will be
subject to all of the provisions of this Lease.
18.1.1 Definition of Adequate Assurances. For purposes of this
Section 18, Landlord and Tenant acknowledge that in the context of a bankruptcy
proceeding involving Tenant, at a minimum, "Adequate Assurance" shall mean: (i)
the Trustee or Tenant has and will continue to have sufficient unencumbered
assets after the payment of all secured obligations and administrative expenses
to assure Landlord that the Trustee or Tenant will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and (ii) the Bankruptcy
Court shall have entered an Order segregating sufficient cash payable to
Landlord and/or the Trustee or Tenant shall have granted a valid and perfected
first lien and security interest and/or mortgage in or on property of Trustee or
Tenant acceptable as to value and kind to Landlord, to secure to Landlord the
obligation of the Trustee or Tenant to cure the monetary and/or non-monetary
defaults and breaches under this Lease within the time periods set forth above;
and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal
to 2 month's Base Rent to be held by Landlord (without any allowance for
interest thereon) to secure Tenant's future performance under the Lease.
18.2 Assignment of Lease. If the Trustee or Tenant has assumed the
Lease pursuant to the provisions of this Section 18 for the purpose of assigning
Tenant's interest hereunder to any other person or entity, such interest may be
assigned only after the Trustee, Tenant or the proposed assignee have complied
with all of the terms, covenants and conditions of this Lease, including,
without limitation, those with respect to Additional Rent. Landlord and Tenant
acknowledge that such terms, covenants and conditions are commercially
reasonable in the context of a bankruptcy proceeding of Tenant. Any person or
entity to which this Lease is assigned pursuant to the provisions of the Code
shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease on and after the date of such
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assignment. Any such assignee shall upon request execute and deliver to Landlord
an instrument confirming such assignment.
18.3 Adequate Protection. Upon the filing of a petition by or against
Tenant under the Code, Tenant, as Debtor and as Debtor-In-Possession, and any
Trustee who may be appointed agree to adequately protect Landlord as follows:
(i) to perform each and every obligation of Tenant under this Lease until such
time as this Lease is either rejected or assumed by Order of the Bankruptcy
Court; (ii) to pay all monetary obligations required under this Lease, including
without limitation, payment of Rent and Additional Rent payable hereunder which
is considered reasonable compensation for the use and occupancy of the Premises;
(iii) provide Landlord a minimum of thirty (30) days prior written notice,
unless a shorter period is agreed to in writing by the parties, of any
proceeding relating to any assumption of this Lease or any intent to abandon the
Premises, which abandonment shall be deemed a rejection of this Lease; and (iv)
to perform to the benefit of Landlord as otherwise required under the Code. The
failure of Tenant to comply with the above shall result in an automatic
rejection of this Lease.
19. DEFAULT.
19.1 Cumulative Remedies. All rights of Landlord in this Lease shall
be cumulative, and none shall exclude any other right or remedy allowed by law
in force when the default occurs or in equity. In addition to the other remedies
provided in this Lease, Landlord shall be entitled to restrain by injunction
(without bond) the violation or attempted violation of any of the covenants,
agreements or conditions of Tenant under this Lease.
19.2 Tenant's Default; Right to Cure. The failure of Tenant to
perform any obligation of Tenant as provided in this Lease shall be a default
under this Lease. Tenant shall have a period of five (5) business days from the
date of Tenant's receipt of written notice from Landlord to Tenant within which
to cure any default in the payment of Rent or Additional Rent. Tenant shall have
a period of ten (10) business days from the date of written notice from Landlord
to Tenant to cure any other default under this Lease; provided, however, that
with respect to any such default which cannot be cured within such ten (10) day
period, the default shall not be deemed to be uncured if Tenant commences to
cure within ten (10) days and for so long as Tenant is diligently prosecuting
the cure thereof.
19.3 Landlord's Rights And Remedies. Upon the occurrence of an
uncured default by Tenant, Landlord, in addition to all other rights or remedies
it may have, at its option, may exercise any of the following rights without
further notice or demand of any kind to Tenant or any other person, except as
required by applicable State law:
19.3.1 Termination of Lease. The right of Landlord to terminate
this Lease and Tenant's right to possess the Premises and to reenter the
Premises, take possession thereof and remove all person from the Premises,
following which Tenant shall have no further claim thereon or hereunder;
19.3.2 Re-entry of the Premises. The right of Landlord, without
terminating this Lease and Tenant's right to possess the Premises, to reenter
the Premises and occupy the whole or any part of the Premises for and on account
of Tenant and to collect any unpaid Rents which have become payable, or which
may thereafter become payable; or
19.3.3 Termination After Reentry. The right of Landlord, even
though it may have reentered the Premises in accordance with Section 19.3.2, to
elect thereafter to terminate this Lease and Tenant's right to possess the
Premises.
Should Landlord reenter the Premises under Section 19.3.2, Landlord shall
not be deemed to have terminated this Lease or to have accepted a surrender
thereof by any such reentry, unless Landlord shall have notified Tenant in
writing that it has so elected to terminate this Lease and Tenant's right of
possession. Tenant further covenants that Landlord's service of any notice
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pursuant to the unlawful detainer statutes of the State of Washington and
Tenant's surrender of possession pursuant to such notice shall not (unless
Landlord elects to the contrary at the time of, or at any time subsequent to,
the serving of such notice and such election is evidenced by a notice to Tenant)
be deemed to be a termination of this Lease. In the event of any reentry or
taking of possession of the Premises as provided above in this Section 19,
Landlord shall have the right, but not the obligation, to remove from the
Premises all or any part of Tenant's property located in the Premises and to
place such property in storage at a public warehouse at the expense and risk of
Tenant.
19.4 Landlord's Damages. If Landlord terminates this Lease and
Tenant's right to possession of the Premises pursuant to the terms of this
Section 19, Landlord may recover from Tenant as damages, all of the following:
19.4.1 Delinquent Rent. The worth at the time of award of any
unpaid Rent earned at the time of such termination;
19.4.2 Rent After Termination Until Judgment. The worth at the
time of award of the amount by which the unpaid Rent that would have been earned
after termination until the time of award exceeds such rent loss Tenant proves
could have been reasonably avoided;
19.4.3 Rent After Judgment. The worth at the time of award of
the amount by which the unpaid Rent for the balance of the Lease Term after the
time of award exceeds the amount of such rent loss that Tenant proves could be
reasonably avoided;
19.4.4 Leasing Concessions. The unamortized portion any
financial concessions incurred by Landlord on Tenant's behalf to arrange for
Tenant's leasing of the Premises that Landlord conditionally waived at the
commencement of the Lease in consideration of Tenant's full performance of this
Lease, but which upon termination of the Lease pursuant to this Section 19 shall
accrue as rent, which costs include, but are not limited to, leasing
commissions, tenant allowances and improvements (including without limitation,
the cost of any improvements to the Premises by Landlord pursuant to Exhibit C),
"free rent" allowances and other such concessions in this Lease, amortized on a
straight-line basis over the number of months during the Lease Term in which
Tenant is obligated to pay Base Rent, and such amounts shall become immediately
due and payable as Rent earned at the time of such termination of the Lease;
19.4.5 Other Compensation. Any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant's failure
to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including, without limitation, any
cost or expense incurred by Landlord in (i) retaking possession of the Premises,
including reasonable attorney fees therefor, (ii) maintaining or preserving the
Premises after such default, (iii) preparing the Premises for reletting to a new
tenant, including repairs necessary to the Premises for such reletting, (iv)
leasing commissions, limited to those years remaining in the initial term, and
(v) any other costs necessary or appropriate to relet the Premises; and
19.4.6 Additional or Alternative Damages. At Landlord's
election, such other amounts in addition to or in lieu of the foregoing in this
Section 19.4 as may be permitted from time to time by the laws of the State of
Washington; and
19.4.7 Calculation of Damages. As used in Sections 19.4.1 and
19.4.2, the "worth at the time of award" is to be computed by allowing interest
at the rate specified in Section 4.2. As used in Section 19.4.3, the "worth at
the time of award" is computed by discounting such amount at a discount rate
equal to six percent (6%) per year or the maximum rate allowed by any usury or
similar law, if any, of the State of Washington applicable to Tenant, whichever
is less. All Rent, other than Base Rent, shall, for the purposes of calculating
any
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amount due under the provisions of Section 19.4.3 be computed on the basis of
the average monthly amount thereof accruing during the immediately preceding
sixty (60) month period, except that if it becomes necessary to compute such
rent before such a sixty (60) month period has occurred, then such rent shall be
computed on the basis of the average monthly amount hereof accruing during such
shorter period.
19.5 Fixtures. Without limiting any of Landlord's rights under this
Lease, in the event of Tenant's default, Tenant's property specified on Exhibit
C-l and any other property which pursuant to the terms of this Lease may be
removed by Tenant at the termination of this Lease, but subject to the lien
rights of any lenders previously agreed, shall (i) be removed by Tenant upon
demand by Landlord, or (ii) if not so removed by Tenant, may be removed by
Landlord from the Premises and placed in storage at a public warehouse at the
expense and risk of Tenant.
19.6 No Waiver. The waiver by Landlord of any breach of any term,
covenant or condition contained in this Lease shall not be deemed to be a waiver
of such term, covenant or condition or any subsequent breach thereof, or of any
other term, covenant or condition contained in this Lease. Landlord's subsequent
acceptance of partial rent or performance by Tenant shall not be deemed to be an
accord and satisfaction or a waiver of any preceding breach by Tenant of any
term, covenant or condition of this Lease or of any right of Landlord to a
forfeiture of the Lease by reason of such breach, regardless of Landlord's
knowledge of such preceding breach at the time of Landlord's acceptance. No
term, covenant or condition of this Lease shall be deemed to have been waived by
Landlord unless such waiver is in writing and signed by Landlord.
19.7 Waiver of Notice. Notwithstanding anything to the contrary in
this Section 19, Tenant waives (to the fullest extent permitted under law) any
written notice, other than such notice as this Section 19 or any other provision
of this Lease specifically requires, which any statute or law now or hereafter
in force prescribes be given Tenant.
19.8 Waiver of Redemption Rights. Tenant, for itself, and on behalf
of any and all persons claiming through or under it, including creditors of all
kinds, does hereby waive and surrender all right and privilege which they or any
of them might have under or by reason of any present or future law, to redeem
the Premises or to have a continuance of this Lease for the term hereof, as it
may have been extended, after having been dispossessed or ejected therefrom by
process of law or under the terms of this Lease or after the termination of this
Lease as herein provided.
19.9 Default by Landlord. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a reasonable
time, but in no event later than thirty (30) days after written notice by Tenant
to Landlord and any mortgagee whose name and address has been provided to Tenant
in writing ("Mortgagee"); provided, however, that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for performance,
then Landlord shall not be in default if Landlord commences performance within
such 30-day period and thereafter diligently prosecutes the same to completion.
Any mortgagee may also cure such default within the above time period. If
Landlord fails to cure any such default within the allotted time, Tenant may,
with reasonable written notice, undertake cure of such default itself and
Landlord shall pay the reasonable cost thereof on demand. Provided, however, if
Landlord fails to provide power at the minimum amperage required by this Lease
by the date set forth in Exhibit C, Section I, Landlord will be in default
immediately without notice from Tenant and without the passage of any time
period. Upon the failure to provide the minimum amperage required by this Lease,
Tenant may terminate this Lease by written notice to Landlord within a five (5)
day period following the date power was to be supplied. Failure of Tenant to
terminate this Lease shall be a waiver of such right, and the right to terminate
this Lease, subject to the power requirement shall not be valid.
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20. SUBORDINATION AND ATTORNMENT. This Lease shall be subordinate to any
mortgage or deed of trust now existing or hereafter placed upon the Land, the
Building or the Premises, created by or at the instance of Landlord, and to any
and all advances to be made thereunder and to interest thereon and all
modifications, renewals and replacements or extensions thereof ("Landlord's
Mortgage"); provided, however, that the holder of any Landlord's Mortgage or any
person or persons purchasing or otherwise acquiring the Land, Building or
Premises at any sale or other proceeding under any Landlord's Mortgage may elect
to continue this Lease in full force and effect and, in such event, Tenant shall
attorn to such person or persons. Notwithstanding the foregoing, if a lender
requires that the Lease be subordinate to any mortgage recorded after the date
of the Lease affecting the Property, the Lease shall be subordinate to such
mortgage if Landlord first obtains from such lender a written statement
providing that so long as Tenant performs its obligations under the Lease, no
foreclosure of, deed given in lieu of foreclosure of, or sale under the
mortgage, and no steps or procedures, taken under the mortgage, shall affect
Tenant's rights under this Lease. Tenant shall execute, acknowledge and deliver
documents which the Holder of any Landlord's Mortgage may require to effectuate
the provisions of this Section 20 within ten (10) days of the date of Landlord's
request therefor. In the event of any transfer of Landlord's interest in the
Premises or in the Property, other than a transfer for security purposes only,
the transferor shall be automatically relieved of any and all obligations and
liabilities on the part of Landlord accruing from and after the date of such
transfer and such transferee shall have no obligation or liability with respect
to any matter occurring or arising prior to the date of such transfer, except
for any Security Deposit held. Tenant agrees to attorn to such transferee,
provided transferee assumes all of Landlord's responsibilities.
21. REMOVAL OF PROPERTY. Subject to Section 19.5 and any lien waiver
Landlord may execute in favor of lenders, upon the expiration or sooner
termination of the Lease, Tenant shall remove Tenant's personal property not
permanently affixed to the Premises and the Property as specified on Exhibit C-
1, and shall pay Landlord any damages for injury to the Premises or Property
resulting from such removal. If Tenant fails to remove any such property from
the Premises at the termination of this Lease or when Landlord has the right of
re-entry, Landlord may remove and store said property without liability for loss
thereof or damage thereto, provided Landlord uses commercially reasonable
standards in performance of such removal rights. Such storage shall be for the
account and at the expense of Tenant. If Tenant fails to pay the cost of storing
any such property after it has been stored for a period of thirty (30) days or
more, Landlord may, at its option, sell, or permit to be sold, any or all such
property at public or private sale, in such manner and at such times and places
as Landlord in its sole discretion may deem proper, without notice to Tenant,
unless notice is required under applicable statutes, and shall apply the
proceeds of such sale first, to the cost and expense of such sale, including
reasonable attorneys' fees actually incurred; second, to the payment of the
costs or charges for storing any such property; third, to the payment of any
other sums of money which may then be or thereafter become due Landlord from
Tenant under any of the terms of this Lease; and, fourth, the balance, if any,
shall be paid to Tenant.
Landlord agrees to execute the Landlord's Waiver in the form attached as
Exhibit G in favor of a Union Bank of California. Landlord further agrees to
execute at the request of Tenant a Landlord's Waiver in substantially the same
form and content to any lender who holds a security interest in some or all of
the personal Property of Tenant.
22. CONDEMNATION.
22.1 Entire Taking. If all of the Premises, or such portion of the
Building as may be required for the reasonable use of the Premises, in
Landlord's determination, are taken by eminent domain, this Lease shall
automatically terminate as of the date title vests in the condemning authority
and all Rent, Additional Rent and other payments shall be paid to that date.
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22.2 Constructive Taking of Entire Premises. In the event of a taking
by eminent domain of a material part of but less than all of the Building, if
Landlord determines that the remaining portions of the Building cannot be
economically and effectively used by it (whether on account of physical,
economic, aesthetic or other reasons) or if Landlord determines the Building
should be restored in such a way as to materially alter the Premises, then
Landlord shall forward a written notice to Tenant of such determination not more
than sixty (60) days after the date of taking. The term of this Lease shall
expire upon the date specified by Landlord in such notice but not earlier than
sixty (60) days after the date of such notice.
22.3 Partial Taking. Subject to the provisions of the preceding
Section 22.2, in case of taking by eminent domain of a part of the Premises, or
a portion of the Building not required for the reasonable use of the Premises,
then this Lease shall continue in full force and effect and the Rent shall be
equitably reduced based on the proportion by which the floor area of the
Premises is reduced, such Rent reduction to be effective as of the date title to
such portion vests in the condemning authority. If more than twenty-five percent
(25%) of the Premises is taken and Landlord cannot replace such space with space
in the Building which is mutually acceptable to Landlord and Tenant, then with
sixty (60) days written notice by either party, Landlord or Tenant shall have
the right to terminate this Lease.
22.4 Awards and Damages. Landlord reserves all rights to damages to
the Premises for any partial, constructive, or entire taking by eminent domain,
and Tenant hereby assigns to Landlord any right Tenant may have to such damages
or award, and Tenant shall make no claim against Landlord or the condemning
authority for damages for termination of the leasehold interest or interference
with Tenant's business. Tenant shall have the right, however, to claim and
recover from the condemning authority compensation for any loss to which Tenant
may be put for Tenant's moving expenses, business interruption or taking of
Tenant's personal property (not including Tenant's leasehold interest) provided
that such damages may be claimed only if they are awarded separately in the
eminent domain proceedings and not out of or as part of the damages recoverable
by Landlord.
23. NOTICES. All notices under this Lease shall be in writing and
delivered in person or sent by registered or certified mail, postage prepaid, or
by facsimile, to Landlord and to Tenant at their respective Notice Addresses set
forth in Section 1.16 (provided that after the Commencement Date any such notice
shall be mailed, delivered by hand or transmitted by facsimile to Tenant at the
Premises) or such other addresses as may from time to time be designated by any
such party in writing. Notices mailed as provided in this Section shall be
deemed given and received on the date that is three (3) business days following
the date of post mark, in the case of mailing, or the date of transmission
confirmation by the sender's facsimile machine, in the case of facsimile
transmission.
24. COSTS AND ATTORNEYS' FEES. If Tenant or Landlord bring any action for
any relief against the other, declaratory or otherwise, arising out of this
Lease, each party shall, and hereby does to the extent permitted by law, waive
trial by jury and the losing party shall pay the substantially prevailing
party's attorneys' fees in connection with such suit, at trial and on appeal,
and such attorneys' fees shall be deemed to have accrued on the commencement of
such action.
25. LANDLORD'S LIABILITY. Notwithstanding anything in this Lease to the
contrary, covenants, undertakings and agreements herein made on the part of
Landlord in this Lease are made and intended not as personal covenants,
undertakings and agreements for the purpose of binding Landlord personally or
the assets of Landlord except Landlord's interest in the Premises and Building
and rents and proceeds thereof, but are made and intended for the purpose of
binding only the Landlord's interest in the Premises and Building, as the same
may from time to time be encumbered. No personal liability or personal
responsibility is assumed by Landlord, nor shall at any time be asserted or
enforceable against Landlord or its heirs, legal representatives, successors or
assigns on account of the Lease or on account of any covenant, undertaking or
agreement of Landlord in this Lease.
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26. LANDLORD'S CONSENT. Except as may be provided otherwise in this
Lease, whenever Landlord's consent is required under this Lease, such consent
shall not be unreasonably withheld, conditioned or delayed, provided, however,
Landlord's withholding of consent due to any mortgagee's refusal to grant its
consent shall not be deemed unreasonable.
27. ESTOPPEL CERTIFICATES. Tenant shall, from time to time upon the
written request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: the Effective Date, Commencement Date and
Expiration Date, the date the term commenced and the date Tenant accepted the
Premises; the amount of Base Rent and the date to which such Base Rent has been
paid; and certifying such additional information as may be requested by
Landlord. It is intended that any such statement delivered pursuant to this
Section may be relied upon by a prospective purchaser of Landlord's interest or
assignee of any mortgage upon Landlord's interest in the Building. If Tenant
shall fail to respond within ten (10) days of receipt by Tenant of a written
request by Landlord as herein provided, Tenant shall be deemed to have given
such certificate as above provided without modification and shall be deemed to
have admitted the accuracy of any information supplied by Landlord to a
prospective purchaser or mortgagee and to have certified that this Lease is in
full force and effect, that this Lease represents the entire agreement between
the parties as to this leasing, that there are no existing claims, defenses or
offsets which Tenant has against enforcement of the Lease by Landlord, that
there are no uncured defaults in Landlord's performance, that the security
deposit is as stated in the Lease, and that not more than one month's Base Rent
or Additional Rent has been paid in advance.
28. RIGHT TO PERFORM. If Tenant fails to pay any sum of money required to
be paid by it under this Lease or fails to perform any other act on its part to
be performed under this Lease, and such failure continues for ten (10) days
after notice thereof by Landlord, Landlord may, but shall not be obligated so to
do, and without waiving or releasing Tenant from any obligations of Tenant, make
such payment or perform any such other act on Tenant's part to be made or
performed as provided in this Lease. Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
the nonpayment of sums due under this Section 28 as in the case of default by
Tenant in the payment of Rent.
29. PARKING. Landlord shall provide Tenant thirty (30) unassigned parking
stalls, at no charge, in the parking area(s) servicing the Building, as outlined
on Exhibit E. The provision of parking stalls under this Lease shall be subject
to such rules and regulations as Landlord and/or Landlord's parking operator may
adopt from time to time. Landlord retains the right to alter such rules and
regulations and to relocate within the area as outlined on Exhibit E, or
reconfigure the parking area in which Tenant's parking stalls are located, with
reasonable notice to Tenant, but Landlord shall at all times continue to provide
the designated number of spaces to Tenant. Tenant shall pay, upon demand by
Landlord, Landlord's costs incurred to stencil any changes to reserved parking
stalls provided to Tenant under this Lease.
30. AUTHORITY. If Tenant is a corporation, each individual executing this
Lease on behalf of Tenant represents and warrants that he or she is duly
authorized to execute and deliver this Lease on behalf of Tenant, in accordance
with a duly adopted resolution of the Board of Directors of Tenant and in
accordance with the bylaws of Tenant, and that this Lease is binding upon Tenant
in accordance with its terms. If Tenant is a partnership, each individual
executing this Lease on behalf of Tenant represents and warrants that he or she
is duly authorized to execute and deliver this Lease on behalf of Tenant, in
accordance with the partnership agreement of Tenant, and that this Lease is
binding upon Tenant in accordance with its terms.
31. GENERAL.
31.1 Headings. Titles to Sections of this Lease are not a part
of this Lease and shall have no effect upon the construction or interpretation
of this Lease.
24
<PAGE>
31.2 Heirs and Assigns. All of the covenants, agreements, terms
and conditions contained in this Lease shall inure to and be binding upon the
Landlord and Tenant and their respective heirs, executors, administrators,
successors and assigns.
31.3 No Brokers. Except as provided in Section 1, Landlord and
Tenant represent and warrant to one another that they have not engaged any
broker, finder or other person who would be entitled to any commission or fees
in respect of the negotiation, execution or delivery of this Lease and Landlord
and Tenant shall indemnify and hold one another harmless from and against any
loss, cost, liability or expense incurred by the other party as a result of any
claim asserted by any such broker, finder or other person on the basis of any
arrangements or agreements made or alleged to have been made by or on behalf of
Tenant.
31.4 Tenant's Financial Statement. Within ten (10) days of
receipt by Tenant of Landlord's written request, Tenant shall deliver to
Landlord a copy of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles, including
a balance sheet, income statement, statement of changes in stockholder's equity,
statement of cash flow, accompanying footnotes, and reports of independent
accountants. Landlord shall hold Tenant's financial information in confidence
and agrees to execute a confidentiality agreement if so requested by Tenant.
31.5 Entire Agreement. This Lease contains all covenants and
agreements between Landlord and Tenant relating in any manner to the leasing,
use and occupancy of the Premises, to Tenant's use of the Building and other
matters set forth in this Lease. No prior agreements or understanding pertaining
to the same shall be valid or of any force or effect and the covenants and
agreements of this Lease shall not be altered, modified or added to except in
writing signed by Landlord and Tenant.
31.6 Severability. Any provision of this Lease which shall
prove to be invalid, void or illegal shall in no way affect, impair or
invalidate any other provision hereof and the remaining provisions hereof shall
nevertheless remain in full force and effect.
31.7 Force Majeure. Except for the payment of Rent, time
periods for Tenant's or Landlord's performance under any provisions of this
Lease shall be extended for periods of time during which Tenant's or Landlord's
performance is prevented due to circumstances beyond Tenant's or Landlord's
respective control, including without limitation, strikes, embargoes, shortages
of labor or materials, governmental regulations, acts of God, war or other
strife.
31.8 Right to Change Public Spaces. Landlord shall have the
right at any time without thereby creating an actual or constructive eviction or
incurring any liability to Tenant therefor, to change the arrangement or
location of such of the following as are not contained within the Premises or
any part thereof: entrances, passageways, doors and doorways, corridors, stairs,
toilets and other public portions of the Property. In no event, however, shall
Landlord diminish any service provided by Landlord under this Lease, make any
change which reduces the area of the Premises, make any change which, on other
than a temporary basis, either changes the character of the Building from that
of an office building or materially interferes with Tenant's access to and use
of the Building.
31.9 Governing Law. This Lease shall be governed by and
construed in accordance with the laws of the State of Washington.
31.10 Building Directory. In the event Landlord maintains in the
lobby of Building a directory of tenants, such directory shall include the name
of Tenant and any other names reasonably requested by Tenant in proportion to
the number of listings given to comparable tenants of the Building. Tenant will
also be required to provide suite signage consistent with the Building standard
or subject to Landlord's architects' approval.
25
<PAGE>
31.11 Building Name. The Building will be known as International
Gateway or by such name as Landlord may designate from time to time.
31.12 Quiet Enjoyment. Landlord agrees that Tenant, upon paying
the Rent and performing all other terms, covenants and conditions of this Lease
to be performed by Tenant, may quietly have, hold and enjoy the Premises from
and after the Commencement Date until the Expiration Date, subject, however, to
the provisions of Section 11 (Damage Or Destruction), 22 (Condemnation), and to
any sale or Landlord's Mortgage to which this Lease is, or may become,
subordinate.
31.13 Survival. The representations, warranties and
indemnification obligations of the parties to this Lease shall survive the
termination or expiration of this Lease.
31.14 Lender's Consent. The effectiveness of this Lease is
contingent upon and subject to the approval of Landlord's lender.
26
<PAGE>
IN WITNESS WHEREOF this Lease has been executed the day and year first
above set forth.
LANDLORD:
DAVID A. and SANDRA L. SABEY
__________________________________________
Date:____________________ David A. Sabey
__________________________________________
Date:____________________ Sandra L. Sabey, by David A. Sabey, as her
attorney-in-fact
TENANT:
PAC WEST TELECOMM, INC.
Date:____________________ By:_______________________________________
Its:______________________________________
27
<PAGE>
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ______ day of __________________, 1999, before me, a Notary Public
in and for the State of Washington, personally appeared DAVID A. SABEY,
personally known to me to be the person who executed this instrument; on oath
stated that he was authorized to execute the instrument as attorney-in-fact for
his wife, SANDRA L. SABEY; acknowledged that he signed and sealed the same as
his free and voluntary act and deed for himself and as attorney-in-fact for said
principal for the uses and purposes therein mentioned; and on oath stated that
the Power of Attorney authorizing the execution of this instrument has not been
revoked and that the said principal is now living and is competent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first written above.
Printed Name:_____________________________
NOTARY PUBLIC in and for the State of
Washington, residing at __________________
My commission expires:____________________
STATE OF CALIFORNIA )
) ss.
COUNTY OF __________ )
On this _______ day of _________________, 1999, before me, the undersigned,
a Notary Public in and for the State of California, duly commissioned and sworn
as such, personally appeared __________________________________, to me known to
be the _______________ of PAC WEST TELECOMM, INC., the corporation that executed
the within and foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that he/she was authorized to
execute said instrument, and that the seal affixed is the corporate seal of said
corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
Printed Name:
NOTARY PUBLIC in and for the State of
California, residing at __________________
28
<PAGE>
EXHIBIT A
TO
LEASE AGREEMENT
LEGAL DESCRIPTION
A-1
<PAGE>
EXHIBIT B
TO
LEASE AGREEMENT
FLOOR PLAN OF PREMISES
B-1
<PAGE>
EXHIBIT B-1
TO
LEASE AGREEMENT
LOCATION OF "MEET-ME ROOM"
B-1-1
<PAGE>
EXHIBIT C
TO
LEASE AGREEMENT
LANDLORD'S WORK AND TENANT'S WORK
I. IMPROVEMENTS PROVIDED BY LANDLORD
Construction/Base Building.
Description of 12201 Tukwila International Boulevard, Tukwila, Washington:
This facility is a 4-story building meeting the requirements of
Construction Type II, 1 hour, sitting on top of a two-story open parking garage
meeting the requirements of Construction Type I. The parking garage structure
and exterior wall is a concrete frame with pre-cast concrete floors. The
structure for the office building is a braced steel-frame with concrete filled
steel deck floor system. The exterior walls are metal stud framing faced with
Exterior Insulating and Finish System (EIFS). There are areas of aluminum
curtainwall with vision glass and spandrel glass infill. The aluminum windows
have fixed, tinted insulated glass units. The ventilation system is a variable
volume forced air system with packaged roof mounted air handling units providing
heating and air conditioning.
The base Building shell will consist of sheet rocked and fire taped
perimeter walls. The mechanical system will be Tenant's responsibility.
Landlord will provide Tenant with a total of 2000 amps, 480 volts, 3-phase
A/C of electric capacity dedicated to Tenant in the main panel in the Building.
Landlord will provide this service before November 26, 1999.
In addition to the above work at Landlord's cost, Sabey Construction, Inc.
will perform the following work at Tenant's cost to be reimbursed to Landlord
through the Tenant Allowance. These costs will be amortized at ten percent
(10%) per annum over the first seven (7) years of the Lease Term, and shall be
paid as Additional Rent.
1) Landlord will design and construct a generator enclosure which will
include a removable front wall with doors and louvers, concrete roof, built-up
roof, acoustical baffles and all panels. The conduit to the Building will also
be provided. Tenant will be responsible for one-half (1/2) of the costs, which
cost to Tenant shall not exceed One Hundred Sixty-eight Thousand Dollars
($168,000). Landlord will provide the generator enclosure before January 26,
2000. If the cost to construct the generator enclosure shall equal One Hundred
Sixty-eight Thousand Dollars ($168,000), this Additional Rent payment shall
equal Two Thousand Eight Hundred Seventy-five and 68/100 Dollars ($2,875.68) per
month for months 1-84 of the Lease Term.
2) Landlord will increase the floor load capacity to one hundred (100)
pounds per square foot and one hundred fifty (150) pounds per square foot in the
areas attached as Exhibit 1. This cost is not to exceed Eighty-five Thousand
Dollars ($85,000). Landlord shall pay Tenant an amount of One Thousand Dollars
($1,000) per day as agreed liquidated damages for each day after October 10,
1999, that the floor capacity increase has not been completed, provided Tenant
has received a permit to construct the Tenant improvements. If the cost to
upgrade the floor load shall equal Eighty-five Thousand Dollars ($85,000), this
Additional Rent payment shall equal One Thousand Four Hundred Fifty-four and
95/100 Dollars ($1,454.95) per month for months 1-84 of the Lease Term.
3) Landlord will perform the roof revision work necessary to accommodate
the 18 mechanical units necessary for Tenant. This work will include adding
plates to strengthen
C-2
<PAGE>
existing joints, adding beams to provide anchor points for additional screen
wall posts and braces, increasing the amount of screen wall, and providing
supports and repair roof at 18 mechanical units. This cost is not to exceed One
Hundred Fifteen Thousand Dollars ($115,000) . Tenant will be able to place units
on the roof of the Building by October 15, 1999, subject to a one day Base Rent
penalty for every day late, provided Tenant has received a permit to construct
the Premises. If the cost to perform the roof revisions shall equal One Hundred
Fifteen Thousand Dollars ($115,000), this Additional Rent payment shall equal
One Thousand Nine Hundred Sixty-eight and 47/100 Dollars ($1,968.47) per month
for months 1-84 of the Lease Term.
Except for such Landlord's Work, Landlord shall deliver, and Tenant shall
accept the Premises in its "AS-IS" condition and configuration as provided in
the Lease. Without limiting the foregoing, Landlord shall not be required to
modify or improve the existing heating, exhaust, ventilation or air-conditioning
equipment, to reinforce or level the flooring of the Premises or the existing
electrical system, to accommodate Tenant.
II. CONSTRUCTION OF TENANT IMPROVEMENTS
A. Improvements Constructed by Tenant. If any work is to be performed in
connection with Tenant Improvements on the Premises by Tenant or Tenant's
contractor:
(1) Such work shall proceed upon Landlord's written approval of (i)
Tenant's contractor, (ii) public liability and property damage insurance
satisfactory to Landlord carried by Tenant's contractor, and (iii) detailed
plans and specifications for such work. Landlord's approval of the foregoing
shall not be unreasonably withheld or delayed.
(2) All work shall be done in conformity with a valid building permit
when required, a copy of which shall be furnished to Landlord before such work
is commenced, and in any case, all such work shall be performed in accordance
with all applicable governmental regulations. Notwithstanding any failure by
Landlord to object to any such work, Landlord shall have no responsibility for
Tenant's failure to meet all applicable regulations.
(3) All work by Tenant or Tenant's contractor shall be scheduled
through Landlord.
(4) (i) Tenant or Tenant's contractor shall arrange for necessary
utility, hoisting and elevator service with Landlord's contractor and shall pay
such reasonable charges for such services as may be charged by Landlord's
contractor; (ii) Tenant shall reimburse Landlord upon demand for any sums
expended by Landlord for examination and approval of plans and specifications
for any and all Alterations; and (iii) Tenant shall also pay Landlord a sum
equal to the costs incurred by Landlord during any inspection or supervision of
any and all Alterations.
(5) Tenant shall promptly reimburse Landlord for costs incurred by
Landlord due to faulty work done by Tenant or its contractors, or by reason of
any delays caused by such work, or by reason of inadequate clean-up.
(6) Prior to commencement of any work on the Premises by Tenant or
Tenant's contractor, Tenant and Tenant's contractor shall enter into an
indemnity agreement and a lien priority agreement satisfactory to Landlord
indemnifying and holding harmless Landlord and Landlord's contractor for any
liability, losses or damages directly or indirectly from lien claims affecting
the Land, the Building or the Premises arising out of Tenant's or Tenant's
contractor's work or that of subcontractors or suppliers, and subordinating any
such liens to the liens of construction and permanent financing for the
Building.
C-2
<PAGE>
(7) Landlord shall have the right to post a notice or notices in
conspicuous places in or about the Premises announcing its non-responsibility
for the work being performed therein.
If Sabey Construction Inc. constructs the Tenant Improvements on behalf of
Tenant, Landlord acknowledges satisfaction of Paragraphs (1)(i), (1)(ii), 3,
4(i), 4(iii), 5, and 6.
B. Tenant's Entry to Premises. Tenant's entry to the Premises for any
purpose, including without limitation, inspection or performance of Tenant
Construction by Tenant's agents, prior to the Commencement Date as specified in
Section 1.6 of the Lease shall be scheduled in advance with Landlord and shall
be subject to all the terms and conditions of the Lease, except the payment of
Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors,
office planner, licensees, agents, servants, employees, guests, invitees, or
visitors.
C. Tenant's Telephone. Tenant is responsible for Tenant's telephone
service. Tenant shall select Tenant's telephone system and shall coordinate its
installation with the Landlord.
D. Tenant's Staging Area. Landlord shall provide Tenant with a staging
area near the Building during the construction of Tenant's Work in a mutually
agreeable area. Tenant agrees to keep this area in a clean and orderly fashion.
C-3
<PAGE>
EXHIBIT 1
TO
EXHIBIT C
FLOOR LOAD CAPACITIES
C-4
<PAGE>
EXHIBIT C-1
TO
LEASE AGREEMENT
TENANT'S REMOVABLE PROPERTY
Subject to the terms and conditions of this Lease, the fixtures,
improvements, furniture, equipment and other property of Tenant which may be
removed by Tenant from the Premises at the expiration or earlier termination of
this Lease are as set forth below in this Exhibit C-1. No other improvements,
alterations or property shall be removed from the Premises at the expiration or
termination of this Lease except as may be provided otherwise in the Lease or as
may be agreed upon by Landlord and Tenant and added to this Exhibit C-1 by
amendment to this Lease.
1. Upon the termination or expiration of this Lease Tenant, at Tenant's
expense, shall remove all cabling and wiring included within the scope of
Tenant's Work, Landlord's Work, Tenant's Alterations, or which was otherwise
installed by Tenant, from all interstitial/ceiling plenum areas.
2. Furniture, equipment and personal property.
3. HVAC equipment, provided Tenant restores areas to a condition at least as
good as when received and removes all associated work if requested by Landlord,
which may include ducting, electrical runs and enclosures.
4. All ALCATEL/DSC switch equipment and associated peripheral equipment, all
transmission switch equipment, patch panels and associated cables, Co-location
cabinets and associated equipment, all electrical equipment associated with this
equipment and including all battery and UPS power plan equipment. Tenant must
leave the Premises in as good as condition as received, or patch and repair any
damage it creates through such removal.
C-1-1
<PAGE>
EXHIBIT D
TO
LEASE AGREEMENT
RULES AND REGULATIONS
1. Any directory provided by Landlord for the Building will be for the display
of the name and location of tenants of the Building, and Landlord reserves
the right to exclude any other names from inclusion in any such directory.
2. Tenant shall not place any new or additional locks on any doors of the
Premises or re-key any existing locks without the prior written consent of
Landlord.
3. Landlord reserves the right to exclude or expel from the common areas any
person who, in the sole judgment of Landlord, is intoxicated, under the
influence of drugs or who shall in any manner violate any of these Rules
and Regulations.
4. Tenant shall not do or permit to be done within the Premises, the building
or parking loading or other adjoining common areas, anything which would
unreasonably annoy or interfere with the rights of other tenants of the
Building.
5. Tenant shall not permit its employees or invitees to loiter in or about the
common areas or obstruct any of the parking, truck maneuvering or other
common areas, or to place, empty or throw away rubbish, litter, trash or
material of any nature upon any common areas.
6. No storage of materials, equipment or property of any kind is permitted
outside the Premises unless otherwise approved in writing by Landlord and
any such property may be removed by Landlord at Tenant's risk and expense.
7. Tenant shall not make or permit any use of the Premises which in the sole
judgment of Landlord, may be dangerous to persons or property; permit any
noise, odor or vibrations to emit from the Premises which are objectionable
to Landlord or other occupants of the Building; or to create, maintain or
permit a nuisance or any violation of any regulation of any governmental
agency thereon.
8. Tenant shall not commit or permit to be committed any waste, damage or
injury to the Premises, the Building or parking, loading and other common
areas adjoining and shall promptly notify Landlord in writing of such
waste, damage or injury and repair the same at its expense.
9. Tenant understands that any equipment required for maintenance of the
Premises is Tenant's responsibility and that Landlord has no equipment
available for Tenant's use therefore (e.g. ladders or lifts for re-lamping,
etc.).
10. Tenant shall use the Premises and shall operate its equipment on the
Premises in a safe and prudent manner, and any damage or cracks occurring
in the floor of the Premises caused by Tenant shall be promptly brought to
the attention of Landlord by written notice and repaired by Tenant at its
expense.
11. Tenant shall not at any time display a "For Rent" sign upon the Premises.
12. Tenant shall be responsible for keeping a copy of the Lease and Landlord's
current rules and regulations upon the Premises.
D-1
<PAGE>
13. Tenant agrees to cause its employees to park only in such designated areas
as may be designated by Landlord from time to time for employee parking and
shall abide by any rules or regulations concerning parking promulgated by
Landlord, or Landlord's agent, from time to time.
14. Tenant shall not waste electricity or water and agrees to cooperate fully
with Landlord to assure the most effective and economical use of utilities
services as may be provided to the Building by Landlord.
15. Tenant shall keep Landlord advised of current telephone numbers of Tenant's
employees who may be contacted in an emergency, i.e., fire, break-in,
vandalism, etc., and shall also post such telephone numbers in a location
which is clearly visible from the exterior of the Premises. If Landlord
shall deem it necessary, in its sole judgment, to respond to such emergency
in Tenant's behalf, Tenant shall pay all costs incurred for services
ordered by Landlord to secure or otherwise protect the Premises and the
contents thereof, including a premium charge for any time spent by
Landlord's employees in responding to such emergency.
16. Tenant shall not smoke, and shall cause its employees, contractors, agents
and invitees to refrain from smoking, in the Building except in such areas
as may be designated as smoking areas by Landlord, if any. In the event
that Tenant desires to allow smoking in its Premises and such smoking is
permitted under applicable laws, then Tenant, at Tenant's sole expense and
subject to the requirements of Section 9 (Improvements And Alterations By
Tenant), shall first take such action as may be necessary to have a smoke
exhaust system installed in the Premises that is acceptable to Landlord.
17. No pets or other animals are permitted on the Property, including the
Premises, at any time except: (i) dogs which are present on the Property or
Premises in their capacity of providing assistance to a disabled person;
and (ii) laboratory animals of tenants leasing laboratory space and
pursuant to terms agreed upon by Landlord in writing prior to such animals
being brought onto the Property.
D-2
<PAGE>
EXHIBIT E
TO
LEASE AGREEMENT
PARKING AREA
E-1
<PAGE>
EXHIBIT F
TO
LEASE AGREEMENT
EQUIPMENT AND OPERATING RIGHTS
This Exhibit F sets forth certain rights of Tenant and obligations of Landlord
with respect to the installation and operation of equipment and other
improvements in the Premises, the Building and other portions of the Property.
In the event this Exhibit F conflicts with any provision contained in the Lease
or other Exhibit thereto, the terms of this Exhibit F shall control. Nothing
contained in this Exhibit shall be deemed to require Tenant to make any
improvements to the Premises, the Building or other portions of the Property,
and the exercise of any right to Tenant contained herein shall be subject to
Tenant's sole discretion, subject to Landlord's approval of plans and work
through the Lease and Exhibit C. The following specifications are subject to
change, by Tenant based upon Tenant's final engineering plans.
Conduit/Riser Space:
- -------------------
a) Tenant shall have the right to construct dual telecommunications entrances
to the Building for the purposes of redundancy. These entrances should be
separated by 100 feet or be located on different walls 50 feet apart. The
construction of such entrances may include the removal and replacement of
curbing and/or sidewalks.
b) Any conduit and cable installed by Tenant shall become the property of
Landlord and shall be surrendered with the Premises upon the expiration of
the Lease, or the cable must be removed if so requested by Landlord.
c) Tenant shall have the right to core drill from the Premises to the lowest
level of the Building necessary to install new conduit. The scheduling of
all core drilling shall be coordinated with Landlord, subject to approval
and construction provisions in the Lease.
HVAC Systems:
- ------------
a) Tenant shall have the right to install 200 tons of cooling capacity,
through HVAC equipment on the Property outside of the Premises to serve the
Premises, in the approximate location identified or to be identified on
Attachment 1 hereto.
b) Tenant shall have the right to remove or cap any heating system in the
Premises.
c) Tenant shall have the right to install drains for its HVAC equipment.
Electrical Systems:
- ------------------
a) Landlord shall immediately make available 800 amps with Tenant being
responsible for distribution to the floor. No later than November 26,
1999, Landlord shall provide Tenant with a total of 2000 amps, 480 volts,
3-phase A/C of electric capacity dedicated to Tenant in the main panel room
at Landlord's cost. If Tenant shall require electric capacity in addition
to the above, Tenant, at its expense, shall have the right with Landlord's
cooperation and assistance, to make application directly to the public
utility serving the Building.
b) Tenant shall have the right to install a generator plug on the outside of
the Building in a mutually agreeable location, for the purpose of
connecting the Premises to a portable generator in the event of a Building
power failure.
F-1
<PAGE>
c) Tenant shall be provided with adequate space outside of the Building to
install one (1) one meg volt diesel generator in a mutually agreeable
location on the southwest side of the Building.
d) Tenant shall have the right to install an electrical ground in accordance
with its equipment requirements and applicable laws.
e) Tenant shall have the right to place a DC Power Plant with associated
batteries within the Premises.
Structural:
- ----------
a) Tenant requires floor loading capacity as follows:
Equipment: 100 lbs/usable square foot
Battery: 150 lbs/usable square foot
Office: 75 lbs/usable square foot
b) Tenant shall have the right to reinforce the floor load capacity, if
necessary.
c) Tenant shall have the right to block up, from within the Premises, the
windows in the Premises.
d) Tenant agrees to cooperate with Landlord to reinforce the load capacity of
the floor directly above the Premises. This may include modifying or
adding additional structure in the ceiling of the Premises.
Life Safety:
- -----------
a) Tenant shall have the right to install an FM200 fire suppression system
independent of the Building's systems. Such system shall be connected to
the Building's life safety system, if compatible.
b) Tenant shall have the right to convert existing wet pipe sprinkler system
in the Premises to a Dry Pipe pre Action System in accordance with current
codes if approved.
Antenna:
- -------
a) Tenant may install, at its expense, a monopole or self supporting microwave
tower as well as related base site cabinets in connection with such antenna
which will require up to 200 square feet of area and up to twelve (12)
conduits measuring approximately 2" in diameter each from such base site
cabinets to the telecommunication entrances of the building. Any
installation shall be subject to Landlord's approval of the size, design,
installation, and appearance, such approval not to be unreasonably withheld
or delayed.
b) Tenant shall have the right to install a mast mounted GPS Antenna on the
roof connected via a 3" conduit to Tenants lease space.
Other:
- -----
a) Tenant and its affiliates shall have the right to provide
telecommunications services to other tenants in the building and/or any
other buildings owned by Landlord or its affiliates. Such right shall not
be deemed to be an exclusive right to provide such services and any tenant
shall be free to choose any telecommunication providers of their choice.
b) Tenant shall have the right to place the telecommunications equipment of
its customers on the Premises (i.e. "Co-location" as such term is used in
the telecommunications
F-2
<PAGE>
industry) and such Co-location shall not be deemed an assignment or
sublease whether or not a written agreement exists between the parties.
c) Tenant and its affiliates shall have the right to install conduit and fiber
optic cabling to other buildings owned by Landlord.
d) Tenant shall have the right to remove any or all of its equipment,
including generators, HVAC, batteries, UPS systems, etc. at any time during
the term of the lease.
e) Tenant shall have the right to install its own alarm and security system.
This shall include the right to install security card readers for all entry
doors to the space.
F-3
<PAGE>
ATTACHMENT 1 TO
EXHIBIT F
LOCATION OF HVAC EQUIPMENT
TO BE PROVIDED
F-4
<PAGE>
ATTACHMENT 2 TO
EXHIBIT F
LOCATION OF GENERATOR
TO BE PROVIDED
F-5
<PAGE>
EXHIBIT G
TO
LEASE AGREEMENT
LANDLORD'S LIEN WAIVER
TO BE PROVIDED
G-1
<PAGE>
EXHIBIT H
TO
LEASE AGREEMENT
MEMORANDUM OF LEASE
AFTER RECORDING RETURN TO:
- -------------------------
John Sabey
Sabey Corporation
101 Elliott Avenue West, Suite 330
Seattle, WA 98119-4220
- --------------------------------------------------------------------------------
MEMORANDUM OF LEASE
-------------------
This Memorandum of Lease ("Memorandum") is made as of this _______ day of
___________________, 1999, by and between David A. and Sandra L. Sabey, husband
and wife ("Landlord") as Landlord, and Pac-West Telecomm, Inc., a California
corporation ("Tenant"), as Tenant, who agree as follows:
1. Lease Term and Premises. Landlord has leased to the Tenant, and Tenant
-----------------------
has leased from Landlord, pursuant to a Lease Agreement dated _______, 1999 (the
"Lease"), a portion of the real property located in the City of Tukwila, King
County, Washington, legally described in Exhibit A attached to this Memorandum
---------
(the "Premises"), for an initial term of ten (10) years, commencing November 1,
1999, and ending October 31, 2009. Tenant has two (2) consecutive five (5) year
options to renew the term of the Lease. The provisions of the Lease are
incorporated into this Memorandum.
2. Purpose of Memorandum. This Memorandum is prepared for the purpose of
---------------------
recordation to give notice of the Lease. It shall not constitute an amendment
or modification of the Lease.
Executed as of the date first above written.
LANDLORD: David A. and Sandra L. Sabey
________________________________
David A. Sabey
________________________________
Sandra L. Sabey by David A. Sabey, as
her attorney-in-fact
TENANT: Pac-West Telecomm, Inc.
By:_____________________________
Its:____________________________
H-1
<PAGE>
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ______ day of __________________, 1999, before me, a Notary Public
in and for the State of Washington, personally appeared DAVID A. SABEY,
personally known to me to be the person who executed this instrument; on oath
stated that he was authorized to execute the instrument as attorney-in-fact for
his wife, SANDRA L. SABEY; acknowledged that he signed and sealed the same as
his free and voluntary act and deed for himself and as attorney-in-fact for said
principal for the uses and purposes therein mentioned; and on oath stated that
the Power of Attorney authorizing the execution of this instrument has not been
revoked and that the said principal is now living and is competent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first written above.
Printed Name:___________________
NOTARY PUBLIC in and for the State of
Washington, residing at______________
My commission expires:_______________
STATE OF CALIFORNIA )
) ss.
COUNTY OF _________ )
On this _____ day of ___________, 1999, before me, the undersigned, a
Notary Public in and for the State of California, duly commissioned and sworn,
personally appeared _____________________________, to me known to be the
________________________ of PAC-WEST TELECOMM, INC., the corporation that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that he/she was
authorized to execute said instrument, and that the seal affixed is the
corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
__________________________________
NOTARY PUBLIC in and for the State of California,
residing at ________________.
Printed Name:_______________________
My commission expires:______________
H-2
<PAGE>
EXHIBIT A
TO
MEMORANDUM OF LEASE
LEGAL DESCRIPTION
<PAGE>
EXHIBIT I
TO
LEASE AGREEMENT
SUBORDINATION, NON-DISTURBANCE, ESTOPPEL AND ATTORNMENT AGREEMENT
I-1
<PAGE>
[LOGO OF ARTHUR ANDERSEN]
Exhibit 23-1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Pac-West Telecomm, Inc.:
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed Form S-8
for the Pac-West Telecomm, Inc. 1999 Stock Incentive Plan in Registration
Statement File No. 333-93053.
/s/ Arthur Andersen LLP
San Francisco, California
March 27, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE DECEMBER 31, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 82,688,000
<SECURITIES> 80,225,000
<RECEIVABLES> 9,077,000
<ALLOWANCES> (675,000)
<INVENTORY> 952,000
<CURRENT-ASSETS> 176,692,000
<PP&E> 120,047,000
<DEPRECIATION> (14,858,000)
<TOTAL-ASSETS> 290,100,000
<CURRENT-LIABILITIES> 25,200,000
<BONDS> 150,017,000
0
0
<COMMON> 35,000
<OTHER-SE> 106,215,000
<TOTAL-LIABILITY-AND-EQUITY> 290,100,000
<SALES> 0
<TOTAL-REVENUES> 95,505,000
<CGS> 0
<TOTAL-COSTS> 51,779,000
<OTHER-EXPENSES> (3,690,000)
<LOSS-PROVISION> 275,000
<INTEREST-EXPENSE> 18,124,000
<INCOME-PRETAX> 29,017,000
<INCOME-TAX> 13,111,000
<INCOME-CONTINUING> 15,906,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,906,000
<EPS-BASIC> 0.59
<EPS-DILUTED> 0.56
</TABLE>
