<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
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 95204
Stockton, California (Zip Code)
(Address of principal executive offices)
(209) 926-3300
(Registrant's telephone number, including area code)
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 [_]
As of April 30, 2000, the Company had an aggregate of 35,861,519 shares of
common stock issued and outstanding.
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<PAGE>
PAC-WEST TELECOMM, INC.
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
PART I FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) - March 31, 2000
and December 31, 1999...................................................... 1
Condensed Consolidated Statements of Operations and Comprehensive
Income (Unaudited) - Three month periods ended
March 31, 2000 and 1999.................................................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three
month periods ended March 31, 2000 and 1999................................ 3
Notes to Unaudited Condensed Consolidated Financial Statements............... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................. 11
Item 3. Quantitative and Qualitative Disclosures About Market Risks.................. 17
</TABLE>
<TABLE>
<CAPTION>
PART II OTHER INFORMATION
<S> <C> <C>
Item 1. Legal Proceedings............................................................ 18
Item 2. Changes in Securities and Use of Proceeds.................................... 18
Item 4. Submission of Matters to a Vote of Security Holders.......................... 18
Item 6. Exhibits and Reports on Form 8-K............................................. 18
SIGNATURES.................................................................................. 20
EXHIBIT INDEX............................................................................... 21
</TABLE>
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
PAC-WEST TELECOMM, INC.
Condensed Consolidated Balance Sheets (Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Current Assets:
Cash & cash equivalents $ 66,748,000 $ 82,688,000
Restricted cash - 10,087,000
Short-term investments 72,221,000 70,138,000
Trade accounts receivable, net of allowances for doubtful
accounts of $ 1,067,000 at March 31, 2000 and
$ 675,000 at December 31, 1999, respectively. 11,240,000 8,339,000
Accounts receivable from related parties 77,000 63,000
Income taxes receivable 195,000 195,000
Inventories 3,901,000 952,000
Prepaid expenses and other current assets 3,260,000 2,786,000
Deferred financing costs, net 853,000 864,000
Deferred tax assets 628,000 580,000
------------- -------------
Total current assets 159,123,000 176,692,000
Equipment, Vehicles and Leasehold Improvements, net 114,116,000 105,189,000
Costs in excess of net assets of acquired businesses, net 18,251,000 210,000
Other Assets 8,207,000 8,009,000
------------- -------------
Total assets $ 299,697,000 $ 290,100,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of notes payable $ 82,000 $ 99,000
Accounts payable 12,562,000 13,158,000
Accrued payroll and related expenses 1,767,000 1,719,000
Customer deposits 1,016,000 -
Accrued interest on Senior Notes 3,375,000 8,435,000
Income taxes currently payable 1,621,000 520,000
Other accrued liabilities 3,021,000 1,269,000
------------- -------------
Total current liabilities 23,444,000 25,200,000
Long-Term Debt 150,006,000 150,017,000
Deferred Income Taxes 9,409,000 8,633,000
------------- -------------
Total liabilities 182,859,000 183,850,000
------------- -------------
Commitments and Contingencies
Stockholders' Equity:
Common stock, $0.001 par value; 50,000,000 shares authorized;
35,841,869 and 35,393,326 shares issued and outstanding
at March 31, 2000 and December 31, 1999, respectively 36,000 35,000
Additional paid-in capital 182,650,000 173,345,000
Notes receivable from stockholders (200,000) (233,000)
Retained earnings (deficit) (64,587,000) (66,897,000)
Unrealized loss on investments (219,000) -
Deferred stock compensation (842,000) -
------------- -------------
Total stockholders' equity 116,838,000 106,250,000
------------- -------------
Total liabilities and stockholders' equity $ 299,697,000 $ 290,100,000
============= =============
</TABLE>
See notes to these condensed consolidated financial statements.
1
<PAGE>
PAC-WEST TELECOMM, INC.
Condensed Consolidated Statements of Operations
and Comprehensive Income (Unaudited)
<TABLE>
<CAPTION>
Three Month Period Ended
--------------------------------------
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenues (Note 3) $ 30,807,000 $ 14,416,000
-------------- --------------
Costs and Expenses:
Cost of sales and operating 10,024,000 4,062,000
Selling, general and administrative 10,194,000 4,303,000
Depreciation and amortization 4,129,000 1,449,000
-------------- --------------
Total costs and expenses 24,347,000 9,814,000
-------------- --------------
Income from operations 6,460,000 4,602,000
Other Expense (Income):
Interest expense 4,647,000 4,050,000
Interest income (2,306,000) (527,000)
Other income (8,000) -
-------------- --------------
Total other expense, net 2,333,000 3,523,000
-------------- --------------
Income before provision for income taxes 4,127,000 1,079,000
Provision for Income Taxes 1,819,000 432,000
-------------- --------------
Net income 2,308,000 647,000
Accrued Preferred Stock Dividends - (1,142,000)
-------------- --------------
Net income (loss) applicable to
common stockholders $ 2,308,000 $ (495,000)
============== ==============
Basic net income (loss) per share $ 0.06 $ (0.03)
Diluted net income (loss) per share $ 0.06 $ (0.03)
Basic weighted average shares outstanding 35,575,092 17,587,458
Diluted weighted average shares outstanding 37,543,674 17,587,458
Comprehensive Income:
Net income $ 2,308,000 $ 647,000
Other comprehensive loss from net
unrealized investment losses (219,000) -
-------------- --------------
Comprehensive income $ 2,089,000 $ 647,000
============== ==============
</TABLE>
See notes to these condensed consolidated financial statements.
2
<PAGE>
PAC-WEST TELECOMM, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Month Period Ended
------------------------------------
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Operating Activities:
Net income $ 2,308,000 $ 647,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 4,129,000 1,449,000
Amortization of deferred financing costs 213,000 625,000
Amortization of deferred stock compensation 66,000 -
Unrealized loss on investments (219,000) -
Interest earned on restricted cash (38,000) (148,000)
Provision for doubtful accounts 75,000 50,000
Deferred income tax provision 736,000 73,000
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (864,000) (60,000)
Income taxes receivable - 1,427,000
Inventories (1,688,000) (3,000)
Prepaid expenses and other current assets (470,000) (128,000)
Other assets (419,000) (120,000)
Accounts payable and accrued liabilities (2,877,000) (2,885,000)
Accrued interest on Senior Notes (5,060,000) 3,485,000
Income taxes payable 1,084,000 132,000
-------------- --------------
Net cash provided (used) by operating activities (3,024,000) 4,544,000
-------------- --------------
Investing Activities:
Purchase of equipment, vehicles and leasehold improvements (11,610,000) (3,633,000)
(Purchase) redemption of investments 8,042,000 (19,696,000)
Costs of acquisitions, net of cash received (9,351,000) -
-------------- --------------
Net cash used in investing activities (12,919,000) (23,329,000)
-------------- --------------
Financing Activities:
Proceeds from issuance of Senior Notes - 150,000,000
Proceeds from repayment of note receivable from officer 33,000 -
Payments for financing costs (2,000) (5,040,000)
Repayment of senior secured borrowings - (100,000,000)
Principal payments on notes payable (28,000) (39,000)
-------------- --------------
Net cash provided by financing activities 3,000 44,921,000
-------------- --------------
Net increase (decrease) in cash and cash equivalents (15,940,000) 26,136,000
Cash and Cash Equivalents:
Beginning of period 82,688,000 15,236,000
-------------- --------------
End of period $ 66,748,000 $ 41,372,000
============== ==============
</TABLE>
See notes to these condensed consolidated financial statements.
3
<PAGE>
PAC-WEST TELECOMM, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. Basis of Presentation:
These accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
presentation for the periods indicated, have been included. Operating results
for the three month period ended March 31, 2000 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2000. The
balance sheet at December 31, 1999 has been derived from the audited balance
sheet at that date, but does not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. These unaudited interim condensed consolidated financial statements
should be read in conjunction with the audited financial statements and the
notes thereto of Pac-West Telecomm, Inc. (the Company) as of and for the year
ended December 31, 1999.
These consolidated financial statements include the results of operations of
Napa Valley Telecom (Napa Telecom) and Installnet, Inc. and two other related
companies (collectively referred to as Installnet) since their acquisitions in
January and February 2000, respectively (see Note 2).
2. Organization:
Pac-West Telecomm, Inc. is a rapidly-growing provider of integrated
communications services in the western United States. Our customers include
Internet service providers (ISPs), small and medium businesses and enhanced
communications service providers, many of which are communications intensive
users.
In January 2000, the Company acquired the customer base and certain other
assets of Napa Telecom, a switched-based, long distance telecommunications
company headquartered in Napa Valley, California. In February 2000, the Company
acquired all of the outstanding stock of Installnet, which is headquartered in
Southern California. Installnet is primarily in the business of
telecommunications equipment installation. These acquisitions are being
accounted for using the purchase method of accounting.
The total purchase price of Napa Telecom, which was paid in cash, was
approximately $4,400,000 plus additional payments not to exceed $500,000 if
certain revenue targets are met. In connection with this acquisition, the
Company granted certain key employees of Napa Telecom options to purchase the
Company's common stock at its November 1999 initial public offering price of
$10. As a result, the Company will recognize deferred compensation of
approximately $900,000, which will be amortized as an operating expense over the
four year vesting term of such options. For the three month period ended March
31, 2000, $66,000 of this amount was amortized.
The total purchase price of Installnet, which was paid in a combination of
cash and stock, approximated $13,300,000 plus additional payments not to exceed
$1,500,000 if certain revenue targets are met. In addition, the Company has
granted options to certain Installnet employees to purchase an aggregate of
105,000 shares of the Company's common stock at the market price on the date of
grant.
As of March 31, 2000, no revenue earnout milestones have been reached under
either of these agreements. Therefore, no accruals have been recorded for any of
these potential increases to the purchase prices.
4
<PAGE>
2. Organization (continued):
Following is a summary of the acquired assets and liabilities:
<TABLE>
<CAPTION>
Napa
Telecom Installnet Total
--------------- --------------- --------------
<S> <C> <C> <C>
Cash....................................... $ 35,000 $ 30,000 $ 65,000
Accounts receivable........................ 770,000 1,673,000 2,443,000
Allowance for doubtful accounts............ (142,000) (175,000) (317,000)
Inventories................................ 50,000 1,211,000 1,261,000
Prepaid expenses........................... --- 54,000 54,000
Current tax assets......................... --- 48,000 48,000
Equipment and vehicles..................... 134,000 1,105,000 1,239,000
Accumulated depreciation................... --- (455,000) (455,000)
Other assets............................... --- 41,000 41,000
--------------- --------------- --------------
Total assets acquired...................... 847,000 3,532,000 4,379,000
--------------- --------------- --------------
Accounts payable and accrued
liabilities.............................. --- 5,097,000 5,097,000
Income taxes payable....................... --- 17,000 17,000
Deferred income taxes...................... --- 40,000 40,000
--------------- --------------- --------------
Total liabilities acquired................. --- 5,154,000 5,154,000
--------------- --------------- --------------
Net assets (liabilities) acquired.......... $ 847,000 $(1,622,000) $ (775,000)
=============== =============== ==============
</TABLE>
3. 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 (CLECs), such as the Company, to
receive this type of compensation is the subject of numerous regulatory and
legal challenges (see Note 16). Until this issue is ultimately resolved, the
Company will continue to recognize this revenue when received in cash or when
collectibility is reasonably assured.
Revenues from the sale of telecommunications products are recognized upon
installation, or if no installation is required, upon shipment.
4. 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 March 31, 2000 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. At March 31,
2000, $219,000 was recorded as unrealized losses from investments.
5
<PAGE>
5. Equipment, Vehicles and Leasehold Improvements:
Equipment, vehicles and leasehold improvements include network and other
communication equipment, office furniture and equipment, vehicles, leasehold
improvements, projects-in-progress and equipment deposits. These assets are
stated at cost, which includes direct costs and capitalized interest, and are
depreciated once placed in service using the straight-line method. Capitalized
interest of $658,000 and $624,000 was recorded during the three month periods
ended March 31, 2000 and 1999, respectively. Repair and maintenance costs are
expensed as incurred.
Equipment, vehicles and leasehold improvements at March 31, 2000 and December
31, 1999 consist of the following:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Network and other communications
equipment................................. $85,157,000 $71,142,000
Office furniture and equipment................ 5,498,000 3,640,000
Vehicles...................................... 1,412,000 1,199,000
Leasehold improvements........................ 12,594,000 11,661,000
Projects-in-progress (Note 13)................ 28,168,000 32,405,000
-------------- -----------------
132,829,000 120,047,000
Less: Accumulated depreciation and
amortization.............................. (18,713,000) (14,858,000)
-------------- -----------------
Equipment, vehicles and leasehold
improvements, net......................... $114,116,000 $105,189,000
============== =================
</TABLE>
6. Costs in Excess of Net Assets of Acquired Businesses:
Costs in excess of net assets of acquired businesses primarily related to the
acquisitions of Napa Telecom and Installnet as described in Note 2. These costs
consist of the following at March 31, 2000:
<TABLE>
<CAPTION>
Napa
Telecom Installnet Other* Total
--------------- ------------------ --------------- -----------------
<S> <C> <C> <C> <C>
Purchase Price:
Cash................................. $4,361,000 $4,892,000 $203,000 $9,456,000
Common stock......................... --- 8,400,000 --- 8,400,000
Expenses............................. 36,000 144,000 4,000 184,000
--------------- ------------------ --------------- -----------------
Total................................ 4,397,000 13,436,000 207,000 18,040,000
Less net assets (deficit) acquired... 847,000 (1,622,000) --- 775,000
--------------- ------------------ --------------- -----------------
Total excess costs................... 3,550,000 15,058,000 207,000 18,815,000
--------------- ------------------ --------------- -----------------
Less accumulated amortization........ (180,000) (360,000) (24,000) (564,000)
--------------- ------------------ --------------- -----------------
Unamortized balance at
March 31, 2000.................... $3,370,000 $14,698,000 $183,000 $18,251,000
=============== ================== =============== =================
</TABLE>
* Acquired prior to January 2000.
The Napa Telecom costs in excess of net assets acquired are being amortized
over 60 months from January 1, 2000, and the Installnet costs in excess of net
assets acquired are being amortized over 84 months from February 1, 2000.
6
<PAGE>
7. Other Assets:
At March 31, 2000 and December 31, 1999, other assets consist of the
following:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Deferred financing costs................ $5,448,000 $5,648,000
Acquisitions of lease rights............ 1,451,000 1,513,000
Long-term portion of prepaid
expenses and deposits................... 1,308,000 848,000
-------------- -----------------
$8,207,000 $8,009,000
============== =================
</TABLE>
Deferred financing costs 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. Amortization of deferred financing costs for the
three month periods ended March 31, 2000 and 1999 was $213,000 and $625,000,
respectively, and is included within interest expense in the accompanying
statements of operations.
Acquisition of lease rights pertain to the purchase in 1999 of lease rights
for additional space in Los Angeles, and is being amortized over the life of the
lease.
8. Other Accrued Liabilities:
Other accrued liabilities at March 31, 2000 include $850,000 in acquisition
related hold-backs pertaining to the Napa Telecom acquisition, and $433,000 in
Installnet accrued accumulated warranty and maintenance on their equipment
sales.
9. Income Taxes:
The Company's effective income tax rate for the three month period ended
March 31, 2000 was 44%. Such rate reflects the applicable federal and state
statutory income tax rates along with the tax impact of the non-deductibility of
certain acquisition related amortization and deferred stock compensation. The
effective income tax rate for the three month period ended March 31, 1999 was
40%.
10. Other Comprehensive Income:
In September 1997, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No. 130
establishes the disclosure requirements for comprehensive income and its
components within the financial statements. For the three month period ended
March 31, 2000, there was $219,000 of other comprehensive loss pertaining to the
net unrealized investment loss during the three months. There were no items of
other comprehensive income for the three month period ended March 31, 1999;
therefore, comprehensive income is the same as net income for that period.
7
<PAGE>
11. Other Recent Pronouncements:
In June 1998, the FASB issued 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 to have
a significant impact on the Company's financial statements in future periods.
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
the Company during the second quarter of 2000. We are currently evaluating the
impact of SAB 101 on our revenue recognition policies.
In March 2000, the FASB issued Financial Accounting Standards Board
Interpretation No. 44 (Interpretation No. 44), "Accounting for Certain
Transactions involving Stock Compensation - an Interpretation of APB No. 25".
Interpretation No. 44 is effective July 1, 2000. Interpretation No. 44 clarifies
the application of Accounting Principles Board Opinion No. 25 for certain
issues, specifically, (a) the definition of an employee, (b) the criteria for
determining whether a plan qualifies as a compensatory plan, (c) the accounting
consequence of various modifications to the terms of a previous fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination. We do not anticipate that the adoption of
Interpretation No. 44 will have a material impact on our financial position or
on the results of our operations.
12. Long-Term Debt:
Long-term debt at March 31, 2000 and December 31, 1999 consist of the
following:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Senior notes........................... $150,000,000 $150,000,000
Notes payable, less current portion 6,000 17,000
-------------- -----------------
Total long-term debt...................... $150,006,000 $150,017,000
============== =================
</TABLE>
The Company has a three-year senior credit facility expiring June 15, 2002
that provides for maximum borrowings of $40.0 million to finance working
capital, the costs in connection with 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 bear
interest, at the Company's option, at (1) the Base Rate (as defined in our
senior credit facility) or (2) the LIBOR Rate (as defined in our senior credit
facility) plus between 2.25% and 3.5%. As of March 31, 2000, there were no
amounts outstanding under this facility and the borrowing rate would have been
8.38%.
13. Purchase Commitments:
At March 31, 2000, the Company has approximately $10,000,000 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 existing cash and investments, from
internally generated cash flows, or from borrowings under the senior credit
facility.
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 $15,000,000, of which approximately $9,600,000 of the total cost
has been incurred through March 31, 2000, $3,900,000 and $1,500,000 of the total
cost is expected to be incurred during the balance of 2000 and 2001,
respectively. The $9,600,000 incurred to date is recorded in projects-in-
progress at March 31, 2000.
8
<PAGE>
14. Stockholders' Equity:
Stock Options
An aggregate of 3,150,000 shares of common stock have been reserved for
option grants under the Company's 1999 Stock Incentive Plan and the employment
agreements of Wallace W. Griffin and Richard E. Bryson. Options to purchase
500,850 shares of common stock were granted, options to purchase 23,925 shares
of common stock canceled and options to purchase 6,700 shares of common stock
were exercised during the three month period ended March 31, 2000.
The following table summarizes information about the Company's stock
options outstanding as of March 31, 2000:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------------------------- --------------------------------------
Number Outstanding Weighted Weighted Number Weighted
at March 31, 2000 Average Average Exercisable at Average
Contractual Exercise Price March 31, 2000 Exercise Price
Life Remaining
(Years)
- --------------------- ------------------ ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
2,620,625 9.2 $ 7.58 830,522 $3.41
74,250 9.9 $35.00 -- --
- --------------------- -----------------
2,694,875 9.2 $ 8.34 830,522 $3.41
===================== =================
</TABLE>
15. Income (Loss) Per Share:
Diluted net income per share for the three month period ended March 31,
2000 has been determined as follows:
<TABLE>
<CAPTION>
For the Three Month Period Ended
March 31, 2000
----------------------------------------------------------------
Income Shares Per-share
(Numerator) (Denominator) Amount
------------------ -------------------- --------------
<S> <C> <C> <C>
Basic net income per share:
Net income applicable
to common stockholders $2,308,000 35,575,092 $0.06
==============
Effect of Dilutive Securities:
Stock options 0 1,968,582
------------------ --------------------
Diluted net income per share:
Income available to common
stockholders
$2,308,000 37,543,674 $0.06
================== ==================== ==============
</TABLE>
Diluted net income per share information for the three month period ended
March 31, 1999 is presented in the accompanying statements of operations as
being the same as basic net income per share information since the impact of the
potential issuance of common stock from the exercise of common stock options is
antidilutive.
9
<PAGE>
16. 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 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.
The Company is a party to various legal proceedings, including the Pacific
Bell and California Public Utilities Commission (CPUC) and the Nevada Bell and
Public Utilities Commission of Nevada proceedings, relating to reciprocal
compensation payment and other interconnection agreement issues.
In addition, 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 mixed, but
largely 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 March 17, 2000, the U.S.
Courts of Appeals for the District of Columbia vacated the FCC's declaratory
ruling and remanded the matter to the FCC. The court determined that the FCC has
not provided a reasonable basis for treating calls to ISP's differently from
other local calls, and therefore reciprocal compensation should apply.
Further, in February 2000 the CPUC commenced a separate generic proceeding
to develop its policy regarding reciprocal compensation.
We 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 PUCs
proceedings, the possibility of future extended appeals or additional
litigation, and future decisions by the FCC, we continue to recognize the
revenue associated with reciprocal compensation billings to ILECs when received
in cash or when collectibility is reasonably assured.
17. Segment Reporting:
The following table presents consolidated revenues by service type:
<TABLE>
<CAPTION>
Three Month Period Ended
------------------------
March 31, March 31,
2000 1999
----------- -----------
<S> <C> <C>
Local services........................................ $22,769,000 $10,930,000
Long distance service................................. 3,924,000 1,611,000
Dedicated transport services.......................... 1,749,000 1,132,000
Product and services.................................. 1,759,000 345,000
Other ................................................ 606,000 398,000
----------- -----------
$30,807,000 $14,416,000
=========== ===========
</TABLE>
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, this report
contains forward-looking statements, subject to uncertainties and risks, and as
a result, our actual results may differ materially from those discussed here.
These uncertainties and risks include among others, the successful execution of
our expansion activities into new geographic markets on a timely and cost-
effective basis; the pace at which new competitors enter our existing and
planned markets; competitive responses of the Incumbent Local Exchange Carriers
(ILECs); execution of interconnection agreements with ILEC's on terms
satisfactory to us; maintenance of our supply agreements for transmission
facilities; continued acceptance of our services by new and existing customers;
the outcome of legal and regulatory proceedings regarding reciprocal
compensation for Internet-related calls and certain of our product offerings;
the ability to attract and retain talented employees; and our ability to
successfully access markets, install switching electronics, and obtain the use
of leased fiber transport facilities and any required governmental
authorizations, franchises and permits, all in a timely manner, at reasonable
costs and on satisfactory term and conditions, as well as regulatory,
legislative and judicial developments that could cause actual results to differ
materially from the future results indicated, expressed, or implied, in such
forward-looking statements. These and other factors are discussed in our
Prospectus dated November 3, 1999, and in our annual report as of December 31,
1999, on Form 10-K as filed with the Securities and Exchange Commission (SEC).
Overview
Pac-West Telecomm, Inc. is a rapidly-growing provider of integrated
communications services in the western United States. Our customers include
Internet service providers (ISPs), 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 three month periods ended March 31, 2000 and March 31, 1999,
recognizing compensation from other communications companies for completing
their customers' calls only to the extent such compensation was actually
received in cash or when collectibility was reasonably assured, we had net
revenues of approximately $30.8 million and $14.4 million, respectively, and
EBITDA of approximately $10.6 million and $6.1 million, respectively.
As of March 31, 2000, we had 124,340 lines in service, an 84% increase from
March 31, 1999. For the quarter ended March 31, 2000 our minutes of use were 5.4
billion, an increase of 74% over the first quarter of 1999.
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 ILECs as reciprocal compensation for completion of their
customers' calls through Pac-West, and access charges paid by carriers
11
<PAGE>
for long distance traffic terminated by Pac-West. Initial non-recurring charges
are paid by end users, if applicable, for the installation of our service.
We derive a substantial portion of our revenues from reciprocal
compensation paid by ILECs with which we have interconnection agreements.
Reciprocal compensation revenue increased in recent fiscal quarters as a result
of increasing inbound call volume from our ISP and other customers in addition
to the effect of certain ILEC's discontinuing the withholding of certain
reciprocal compensation payments. Such increases in revenues, however, were
offset by lower contractual rates for reciprocal compensation. For the three
month periods ended March 31, 2000 and March 31, 1999, recorded reciprocal
compensation accounted for 46.3 % and 42.1%, respectively, of our revenues.
As recently as fiscal year 1999, two ILECs with which we have
interconnection agreements, Pacific Bell and GTE, refused to pay that portion of
reciprocal compensation due under their interconnection agreements that they
estimated was the results of inbound calls terminating to ISPs. These ILECs
contended that such ISP calls are not local calls within the meaning of their
respective interconnection agreements and claimed that no reciprocal
compensation was therefore payable. While these ILECs have been paying us the
full amount of our reciprocal compensation billings since the latter half of
1999, some of these payments may be subject to a reservation of rights to
appeal, contest or seek subsequent reimbursement of amounts previously paid by
them for reciprocal compensation.
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 1999 renewal 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 decline from
historic rates under 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 ILEC or other Competitive
Local Exchange Carrier (CLEC). Our leased transport charges are the lease
payments we incur for the transmission facilities used to connect our customers
to our switches and to connect to the ILEC and other CLEC networks. Our strategy
of leasing rather than building our own transport facilities results in our
operating costs being a significant component of total costs and expenses.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses include network operation, 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.
12
<PAGE>
Quarterly Operating and Statistical Data:
The following tables summarize the results of operations as a percentage of
revenues for the three month periods ended March 31, 2000 and 1999. The
following data should be read in conjunction with the condensed financial
statements and notes thereto included elsewhere in this report:
<TABLE>
<CAPTION>
Three Month Period Ended
March 31,
2000 1999
------ ------
<S> <C> <C>
Consolidated Statements of Operations Data:
Revenue............................. 100.0% 100.0%
Operating costs..................... 32.5% 28.2%
Selling, general and administrative
expenses...................... 33.1% 29.8%
Depreciation and amortization
expenses...................... 13.4% 10.1%
Income from operations.............. 21.0% 31.9%
Net income.......................... 7.5% 4.5%
</TABLE>
The following table sets forth unaudited statistical data for each of the
specific quarters of 1999 and 2000. The statistical data for any quarter is not
necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
Quarter Ended
1999 2000
---------------------------------------------- ---------
Mar. 31 Jun. 30 Sept. 30 Dec. 31 Mar. 31
-------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Ports equipped........................ 251,520 309,120 309,120 460,800 460,800
Lines sold to date.................... 74,026 80,984 97,117 116,391 135,143
Lines in service to date.............. 67,691 76,263 88,009 105,147 124,340
Estimated data lines (% of installed
lines)........................... 85% 82% 76% 73% 72%
Lines on switch %..................... 96% 96% 96% 96% 94%
Internet service provider and
enhanced communications
service provider customer lines
collocated %..................... 83% 81% 83% 83% 84%
Quarterly minutes of use switched
(in millions).................... 3,116 3,523 4,020 4,552 5,378
Metropolitan statistical areas served 25 25 25 25 26
Capital expenditures (in thousands)... $ 3,633 $ 18,275 $ 11,371 $ 23,091 $ 11,610
Employees (consolidated).............. 168 187 216 271 482
</TABLE>
13
<PAGE>
Three Month Period Ended March 31, 2000 Compared to Three Month Period Ended
March 31, 1999:
Consolidated revenues for the three month period ended March 31, 1999
increased $16.4 million to $30.8 million from $14.4 million for the
corresponding period in 1999. The increase in revenues was primarily attributed
to an increase of $8.2 million in paid local interconnection revenues, an
increase of $1.3 million in recurring charges and installation charges billed
directly to ISPs, an increase of $2.0 million in local and long distance usage
revenues, of which $1.4 million was attributed to customers acquired in
connection with our acquisition of Napa Telecom in January 2000, and $1.6
million in product and service revenues for the two months of consolidation of
Installnet, which we acquired in February 2000.
In the first half of 1999, we activated a new higher capacity switch in
Oakland, continued to expand our switching capacity in Los Angeles and finished
construction of a switching facility in Las Vegas. During the fourth quarter of
1999, we installed a second switching system at our Los Angeles facility and
constructed a switching facility in Seattle. Our revenues for the three month
period ended March 31, 2000 also increased from the three month period ended
March 31, 1999 as a result of additional switch capacities, and increased
utilization of our expanded switch capacities, primarily attributable to ISP
customers. In addition, new service orders from small and medium businesses have
continued to accelerate in 2000 as we have built our sales force, with a 200%
increase in lines sold to small and medium business from March 31, 1999 to March
31, 2000.
The number of access lines in service increased 84% to 124,340 as of March
31, 2000 from 67,691 as of March 31, 1999. Billable minutes of use were 5.4
billion in the first three months of 2000, up 74% from 3.1 billion for the first
three months of 1999.
The number of inbound local calls and the minutes subject to reciprocal
compensation revenues in accordance with interconnection agreements increased
44% and 73% for the first three months of 2000 over the first three months of
1999, respectively. The effect of these significant increases in inbound local
calls and minutes, combined with Pacific Bell and GTE no longer withholding
payment on a portion of our billings, and offset by lower contractual rates with
Pacific Bell, resulted in an $8.2 million or 135% increase in paid
interconnection revenues for the period ended March 31, 2000 over the
corresponding period in 1999.
The $1.3 million increase in the first three months of 2000 over the first
three months of 1999 in direct billings to ISPs represented a 32% year to year
increase. Lines used by our ISPs increased in the first three months of 2000
over the corresponding period in 1999, to 89,436 lines in service by ISPs at
March 31, 2000, from 56,320 lines in service at March 31, 1999.
Lines in service to our small and medium business customers also increased
significantly to 21,300 lines in service at March 31, 2000 from 7,458 lines in
service at March 31, 1999, which is an increase of 186%.
The $2.0 million increase in outbound local and long distance revenues,
including 800, 888, and 877 numbers and travel card calls, represented a 104%
increase for the three months ended March 31, 2000 over the corresponding period
in 1999. Internal growth and the acquisition of Napa Valley Telecom customers
accounted for a 36% and 68% increase, respectively, in outbound local and long
distance revenues. These increases are directly related to our focus on
providing services to high-volume, telecommunication intensive users and small
and medium businesses.
Our consolidated operating costs for the three month period ended March 31,
2000 increased $5.9 million, to $10.0 million from $4.1 million for the
corresponding period in 1999. 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 last nine months of 1999 and the first three
months of 2000 to accommodate future growth of our communications services. Of
the $10.0 million in operating costs for the three month period ended March 31,
2000, $1.3 million was attributable to Installnet and $1.0 million was
attributable to Napa Telecom. Excluding revenues and operating expenses
attributable to these acquisitions, operating costs were 28.0% of revenues
compared to 28.2% for the corresponding 1999 three months.
14
<PAGE>
Our consolidated selling, general and administrative expenses for the three
month period ended March 31, 2000 increased $5.9 million to $10.2 million from
$4.3 million for the corresponding period in 1999. The increase in selling,
general and administrative expenses was primarily due to the addition of 68
employees in Pac-West's sales and marketing departments; an increase in network
operational, development and administration costs, including 30 additional
network employees; an increase of 25 service technicians and 39 customer service
representatives; and 43 additional employees in other administration and
information technology functions. The total number of Pac-West employees
increased from 167 at March 31, 1999 to 372 at March 31, 2000. In addition,
Installnet accounted for $0.9 million of the increase in selling, general and
administrative expenses and added an additional 110 employees to bring our
combined employee count to 482 at March 31, 2000. Excluding revenues and
selling, general and administrative expenses for the acquisitions, our selling,
general and administrative expenses were 31.9% of revenues for the three months
in 2000 as compared to 29.8% for the corresponding period in 1999.
Our consolidated depreciation and amortization expense for the three month
period ended March 31, 2000 increased $2.7 million to $4.1 million from $1.4
million for the corresponding period in 1999. The increase in depreciation and
amortization expense was primarily due to the additional depreciation on the
$56.4 million of equipment acquired during 1999.
Our consolidated interest expense for the three month period ended March
31, 2000 increased $0.6 million to $4.6 million from $4.0 million in the
corresponding period in 1999. The increase in interest expense was primarily due
to three months of interest expense in the three months ended March 31, 2000 on
the $150 million senior notes issued on January 29, 1999, compared to two months
of interest expense during the corresponding period in 1999. Interest expense is
net of amounts capitalized of $0.7 million and $0.6 million for the three months
ended March 31, 2000 and 1999, respectively.
The Company's effective income tax rate for the three month period ended
March 31, 2000 was 44%. Such rate reflects the applicable federal and state
statutory income tax rates along with the tax impact of the non-deductibility of
certain acquisition-related amortization and deferred stock compensation
expense. The effective income tax rate for the three month period ended March
31, 1999 was 40%.
Liquidity and Capital Resources:
Net cash provided (used) by operating activities was $(3.0) million for the
three month period ended March 31, 2000 compared to $4.5 million for the
corresponding period in 1999. This decrease is primarily attributable to a $10.1
million semi-annual interest payment on the senior notes in the first quarter of
2000, increases in accounts receivable of $1.6 million and inventories of $1.7
million, offset by an increase in income from operations of $1.9 million and an
increase in interest income of $1.8 million in the first quarter of 2000 over
the corresponding period in1999.
Net cash used in investing activities was $12.9 million for the three month
period ended March 31, 2000 compared to $23.3 million for the corresponding
period in 1999. During the three month period ended March 31, 2000, the Company
invested $11.6 million in new switching and related equipment as compared to
$3.6 million during the corresponding period in 1999. In 1999, $19.7 million of
the proceeds from the senior note offering were used to purchase short-term
investments to fund the interest reserve trust account for the first two
scheduled interest payments on the notes, and in 2000 the remaining $10.2
million was redeemed to pay the second scheduled interest payment. Also, in
2000, $9.4 million was paid to acquire Napa Telecom and Installnet.
Net cash provided by financing activities was $3,000 for the three month
period ended March 31, 2000 compared to $44.9 million for the corresponding
period in 1999. The net cash provided in the three month period ended March 31,
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.
15
<PAGE>
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 were $11.6 million for the first three months of
2000, and $56.4 million for the year ended December 31, 1999. Of the capital
expenditures during 1999 and the first quarter of 2000, $28.2 million was
included in projects-in-progress at March 31, 2000 and therefore is not being
depreciated until placed in service in 2000. We are budgeted to make additional
capital expenditures of approximately $100 million during the balance of 2000,
excluding acquisitions. 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 our senior credit
facility; or (2) the LIBOR rate, as defined in our senior credit facility plus
between 2.25% and 3.5%.
As of March 31, 2000, there were no amounts outstanding under this facility
and the borrowing rate would have been approximately 8.38%. Our borrowings under
our senior credit facility will be secured by all of our assets. Our senior
credit facility has a three year term expiring June 2002.
Our principal sources of funds for the balance of 2000 are anticipated to
be current cash and investment balances, cash flows from operating activities,
and if necessary, borrowings under the senior credit facility. We believe that
these funds will provide us with sufficient liquidity and capital resources for
us to fund our business plan for the balance of 2000. No assurance can be given,
however, that this will be the case. The foregoing statements do not take into
account additional acquisitions which, if made, are expected to be funded
through a combination of cash and equity. 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.
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.
16
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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 March 31, 2000 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 which may, at our option, have a variable
interest rate tied to LIBOR; however there were no amounts outstanding at March
31, 2000. 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
$139.0 million of cash equivalent and short-term investment at March 31, 2000 by
approximately $1,390,000.
17
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
See Note 16 to the Unaudited Condensed Consolidated Financial Statements
included elsewhere in this Form 10-Q and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Factors Affecting Operations--
Revenues" for a description of certain legal proceedings involving the Company.
ITEM 2. Changes in Securities and Use of Proceeds
In February 2000, the Company acquired all of the outstanding equity of
Installnet in exchange for a combination of cash and common stock for an
aggregate purchase price of approximately $13,300,000. The terms of the
acquisition provide that the common stock component of the total purchase price
may vary between a minimum of approximately 295,730 shares of common stock and a
maximum of 443,593 shares of common stock based on the market price of the
Company's common stock six months from the date of the acquisition. In
connection with this arrangement, 443,593 shares of common stock were issued and
are currently outstanding, with 283,899 shares of common stock issued to the
former owners of Installnet and 159,694 shares of common stock issued into
escrow. The issuance of these securities was intended to be exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) or Regulation D thereunder.
ITEM 4. Submission of Matters to a Vote of Security Holders
None submitted during quarter ended March 31, 2000.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed in connection with Item 601 of
Regulation S-K:
Exhibit
Number Description
------- -----------
10.34 Interconnection Agreement Under Sections 251 and 252 of
the Telecommunications Act of 1996 by and between Nevada
Bell and Pac-West Telecomm, Inc. executed August 25, 1999.
10.36 Pac-West Telecomm, Inc. and US West Communications, Inc.
Interconnection Agreement for the State of Oregon dated
January 31, 2000
10.37 Adoption Letter dated February 3, 2000 between Pac-West
Telecomm, Inc. and GTE Northwest Incorporated of
Interconnection, Resale and Unbundling Agreement Between
GTE Northwest Incorporated and Electric Lightwave, Inc.
for the State of Oregon
10.38 Interconnection, Resale and Unbundling Agreement between
GTE Northwest Incorporated and Electric Lightwave, Inc.
for the State of Oregon.
18
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K (continued):
Exhibit
Number Description
------- -----------
10.39 Lease Agreement, dated as of February 4, 2000, by and
between North Valley Tech LLC and Pac-West Telecomm, Inc.
for 550 E. 84th Avenue, Suite 100, Thornton, Colorado
10.40 Lease Agreement, dated February 4, 2000, by and between
Park Central Mall, L.L.C. and Pac-West Telecomm, Inc. for
3110 North Central Avenue, Suite 75, Building 2, Phoenix,
Arizona
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended
March 31, 2000.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on May 12, 2000.
PAC-WEST TELECOMM, INC.
/s/ Richard E. Bryson
---------------------
Richard E. Bryson
Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis V. Meyer
---------------------
Dennis V. Meyer
Vice President-Finance
(Principal Accounting Officer)
20
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.34 Interconnection Agreement Under Sections 251 and 252 of
the Telecommunications Act of 1996 by and between Nevada
Bell and Pac-West Telecomm, Inc. executed August 25, 1999.
10.36 Pac-West Telecomm, Inc and US West Communications, Inc.
Interconnection Agreement for the State of Oregon dated
January 31, 2000
10.37 Adoption Letter dated February 3, 2000 between Pac-West
Telecomm, Inc. and GTE Northwest Incorporated of
Interconnection, Resale and Unbundling Agreement Between
GTE Northwest Incorporated and Electric Lightwave, Inc for
the State of Oregon
10.38 Interconnection, Resale and Unbundling Agreement between
GTE Northwest Incorporated and Electric Lightwave, Inc.
for the State of Oregon.
10.39 Lease Agreement, dated as of February 4, 2000, by and
between North Valley Tech LLC and Pac-West Telecomm, Inc.
for 550 E. 84th Avenue, Suite 100, Thornton, Colorado
10.40 Lease Agreement, dated February 4, 2000, by and between
Park Central Mall, L.L.C. and Pac-West Telecomm, Inc. for
3110 North Central Avenue, Suite 75, Building 2, Phoenix,
Arizona
27.1 Financial Data Schedule
21
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252
OF THE TELECOMMUNICATIONS ACT OF 1996
by and between
NEVADA BELL
and
Pac-West Telecomm, Inc.
<PAGE>
TABLE OF CONTENTS
1. DEFINITIONS ......................................................7
2. INTERPRETATION AND CONSTRUCTION .................................12
3. IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION
DATES ................. . ............ . . .........................12
4. INTERCONNECTION PURSUANT TO SECTION 251(c)(2)(A),(B),(C);
---------------------------------------------------------
47 CFR. Section51.305(a)(1) ..... ...............................13
- -----------------------------------
4.1 Scope ..........................................................13
4.2 Interconnection Coverage Section 251(c)(2)(B) and (C),
------------------------------------------------------
47 CFR 4 51.305(a)(2) ........................................13
- ---------------------------------------------------------------------
4.3 Methods for Interconnection ..................................14
--------------------------------------------------------------
(a) Ph.sical Collocation ...................................14
-------------------------------------------------------------
(b) Virtual Collocation .........................................14
-------------------------------------------------------------
(c) Leased Facility Interconnection ("LFI") ..................14
----------------------------------------------------------
(d) Fiber Meet ..................................................14
-------------------------------------------------------------
(e) Other Interconnection Methods ............................14
----------------------
4.4 Physical Architecture ..........................................15
----------------------------------------------------------------
4.4.2 Mid-Point Meet ...............................................16
--------------------------------------------------------------
4.5 Single POI Model .............................................16
-----------
4.6 Additional Interconnection ...................................17
--------------------------------------------------------------
4.7 Responsibilities of the Parties ..............................17
------------------------
5. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
------------------------------------------------------
TRAFFIC PURSUANT TO SECTION 251(c)(2)(D); 252(d)(1) and (2);
------------------------------------------------------------
47 CFR 4 51.305(a)(5) .......................................19
- ------------------------------
<PAGE>
5.1 Scope of Traffic ..........................................19
-----------------------------------------------------------
5.2 Responsibilities of the Parties ...........................21
-----------------------------------------------------------
5.3 Reciprocal Compensation for Termination of Local Traffic ..22
-------------------------------------------------
5.3.2 Applicability of Rates ..................................22
---------------------------------------------------------
5.3.3 Rate Elements ...........................................22
---------------------------------------------------------
5.3.4 Local Traffic Interconnection Rates .....................23
---------------------------------------------------------
5.4 Reciprocal Compensation for Transit Traffic ...............23
-----------------------------------------------------------
5.5 Reciprocal Compensation for Termination of IntraLATA
----------------------------------------------------
Interexchange Traffic .....................................24
- ----------------------------------------------------------------------
5.6 Compensation for Origination and Termination of Switched
--------------------------------------------------------
Access Service Traffic to or from an IXC (Meet-Point
- ---------------------------------------------------------------
Billing ("MPB") Arrangements) .............................24
- ----------------------------------------------------------------------
5.7 Maintenance of Service ....................................26
---------------
6. TRANSMISSION AND ROUTING OF SWITCHED ACCESS TRAFFIC
---------------------------------------------------
PURSUANT TO 251(c)(2) ...............................................27
- ----------------------------------------------------------------------
6.1 Scope of Traffic ................................................27
-----------------------------------------------------------------
6.2 Trunk Group Architecture and Traffic Routin .....................27
-----------------------------------------------------------------
7. TRANSPORT AND TERA41NATION OF OTHER TYPES OF TRAFFIC .............28
------------------------------------------------------------------
7.1 Information Services Traffic ....................................28
-----------------------------------------------------------------
7.2 Busy Line Verification ("BLV")/Busy Line
----------------------------------------
Verification/Interrupt ("BLVI") Traffic .........................28
- ----------------------------------------------------------------------
S. SIGNALING ........................................................28
9. NUMBERING .............. .........................................29
9.9 NXX Migration ...................................................30
-----------------------------------------------------------------
10. RESALE - SECTIONS 251(b)(1); 251(c)(4); 252(d)(3);
--------------------------------------------------
and 271(c)(2)(B)(xiv) ...........................................30
- ----------------------------------------------------------------------
10.1 Availability of NEVADA Retail Telecommunications Services
---------------------------------------------------------
for Resale .....................................................30
- ----------------------------------------------------------------------
<PAGE>
10.2 Availability of CLEC Retail Telecommunication Services
------------------------------------------------------
for Resale ...........................................................31
- ------------------------------------------------------------------------------
11. UNBUNDLED NETWORK ELEMENTS -SECTIONS 251(c)(3),271(c)(2)(B)
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(ii),(iv),'(v),'(vi),(x) .............................................31
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12. NOTICE OF CHANGES - SECTION 251(c)(5) ................................31
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13. COLLOCATION - SECTION 251(c)(6) ......................................31
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14. NUMBER PORTABILITY - SECTIONS 251(b)(2) and 271(c)(2)(B)(xi) .........31
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15. DIALING PARITY - SECTION 251(b)(3); 271(c)(2)(B)(xii); and 271(e)(2) .32
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16. ACCESS TO RIGHTS-OF-WAY - SECTION 251(b)(4) and 271(c)(2)(B)(iii) ....32
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17. DATABASE ACCESS -SECTION 271(c)(2)(B)(x) .............................32
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18. INTERCEPT REFERRAL ANNOUNCEMENTS .....................................32
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19. COORDINATED REPAIR CALLS .............................................32
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20. OTHER SERVICES 271(c)(B)(2)(vii) and 271(c)(2)(B)(viii) ..............33
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20.1 White Pages ..........................................................33
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20.2 911 and E91 I Services .............................................33
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20.3 Directory Assistance ("DA") ........................................33
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20.4 Operator Services ..................................................33
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20.5 Signaling System 7 Interconnection .................................33
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21. GENERAL RESPONSIBILITIES OF THE PARTIES .................................34
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21.1 Implementation Schedule ................................................34
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22. EFFECTIVE DATE, TERM, AND TERMINATION ...................................36
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23. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES ............................37
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24. CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER
---------------------------------------------------
SELECTION ...................................................................37
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<PAGE>
25. SEVERABILITY .........................................................38
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26. INTELLECTUAL PROPERTY ................................................38
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27. INDEMNIFICATION ......................................................39
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28. LIMITATION OF LIABILITY ..............................................41
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29. REGULATORY APPROVAL ..................................................42
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30. MISCELLANEOUS ........................................................42
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30.1 Authorization ........................................................42
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30.2 Compliance and Certification .......................................43
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30.3 Law Enforcement ....................................................43
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(a) Intercept Devices: .................................................43
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(b) Subpoenas: .........................................................43
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(c) Emergencies: .......................................................44
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30.4 Independent Contractor .............................................44
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30.5 Force Mai eure .....................................................44
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30.6 Confidentiality ....................................................45
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30.7 Governing Law ......................................................47
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30.8 Taxes ..............................................................47
30.9 Non-Assignm ........................................................49
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30.10 Non-Waiver ..........................................................49
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30.11 Audits ..............................................................49
30.12 Disputed Amounts ....................................................50
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30.13 Dispute Resolution ............................................51
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<PAGE>
30.14 Notices ...........................................................51
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30.15 Publicity and Use of Trademarks or Service Marks .....................52
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30.16 Section 252(i) Obligations ...........................................52
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30.17 Joint Work Product ...................................................53
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30.18 Intervening Law ......................................................53
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30.19 No Third Party Beneficiaries; Disclaimer of Agenc ....................53
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30.20 No License ...........................................................54
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30.21 Survival .............................................................54
30.22 Scope of Agreement ...................................................54
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30.23 Entire Agreement
.............................................................................54
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement"), is by and between Nevada Bell
("NEVADA"), a Nevada Corporation, and Pac-West Telecomm, Inc. ("CLEC"), a
California Corporation.
WHEREAS, the Parties want to interconnect their networks at mutually
agreed upon points of interconnection to provide, directly or indirectly,
Telephone Exchange Services and Exchange Access to residential and business end
users predominantly over their respective telephone exchange service facilities
in Nevada; and
WHEREAS, the Parties arc entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Telecommunications Act of 1996 ("the Act") and additional
services as set forth herein; and
WHEREAS, for purposes of this Agreement, the Parties intend to operate
where NEVADA is the incumbent local exchange carrier and CLEC, a competitive
local exchange carrier, is certified by The Public Utilities Commission of
Nevada, as required.
<PAGE>
1. DEFINITIONS
1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 153(R)], as
amended by
the Telecommunications Act of 1996.
1.2 "Affiliate" is as defined in the Act.
1.3 "AMA" means the Automated Message Accounting structure inherent in
switch technology that initially records telecommunication message
information. AMA format is contained in the Automated Message
Accounting document, published by Bellcore as GR-1 100-CORE which
defines the industry standard for message recording.
1.4 "Automatic Number Identification" or "ANT' is a Feature Group D or a
CAMA
signaling parameter that forwards the telephone ("CAMA") or billing
number ("FG-D") of the calling party.
1.5 "Busy Line Verification Interrupt" or "BLVI" means a service in which
an End User requests an operator to confirm the busy status of a line
and requests an interruption of the call.
1.6 "Calling Party Number" or "CPN" is a Signaling System 7 ("SS7")
parameter whereby the ten (10) digit number of the
calling party is forwarded from the End Office.
1.7 "Central Office Switch" means a single switching system within the
public switched telecommunications network, including the following:
(a) "End Office Switches" which are Class 5 switches where
End User Exchange Services are directly connected and
offered; and
(b) "Tandem Office Switches" or "Access Tandems" which are
Class 4 switches used to connect and switch calls over interoffice
trunks between Central Office Switches.
Central Offices may be employed as combination End Office/Tandem Office
switches.
1.8 "CLASS Features" mean certain CCS-based features available to End
Users including, but not limited to: Automatic Call Back; Call Trace;
Distinctive Ringing/Call Waiting; Selective Call Forward; and
Selective Call Rejection.
<PAGE>
1.9 "Collocation" is defined in Appendix PHYSICAL COLLOCATION. Generally,
however, "collocation" refers to an arrangement whereby one Party's
(the "Collocating Party") facilities are terminated in its equipment
necessary for Interconnection or for access to Network Elements on an
unbundled basis which has been installed and maintained at the premises
of a second Party (the "Housing Party"). Collocation may be "physical"
or "virtual." "Physical Collocation" is defined in Appendix PHYSICAL
COLLOCATION and generally refers to the Collocating Party installing
and maintaining its own equipment in the Housing Party's premises.
"Virtual Collocation is defined in Appendix NIM and generally refers to
the "Housing Party" owning, installing and maintaining the collocated
equipment in the Housing Party's premises.
1.10 "Commission" or "PUC" means the Public Utilities Commission of Nevada.
"Common Channel Signaling" or "CCS" is a special network, fully separate from
the transmission path of the public switched network, that digitally transmits
call set-up and network control data. Unless otherwise agreed by the Parties,
the CCS protocol used by the Parties shall be SS7.
1.12 "Control Office" means an exchange carrier center or office designated
as its company's single point of contact for the provisioning and
maintenance of its portion of interconnection arrangements.
1.13 "Dialing Parity' is as defined in the Act. As used in this Agreement,
Dialing Parity refers to both Local Dialing Parity and Toll Dialing
Parity.
1.14 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.15 "Digital Signal Level 0" or "DS-0" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.16 "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- I is the initial
level of multiplexing.
1.17 "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.
<PAGE>
1.18 "End User" means a third-party residence or business that subscribes to
Telecommunications Services provided by either of the Parties or by
another telecommunications service provider.
1.19 "Exchange Access" see Switched Access.
1.20 "Exchange Message Record" or "EMR" means the standard used for exchange
of Telecommunications message information among Telecommunications
Carriers for billable, non-billable, sample, settlement and study data.
EMR format is contained in Bellcore Practice BR-010-200-010 CRIS
Exchange Message Record.
1.21 "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.
1.22 "Interconnection" is as defined in the Act.
1.23 "Interconnection Activation Date" is the date that the construction of
the joint facility Interconnection arrangement has been completed,
trunk groups have been established, and joint hunk testing is
completed.
1.24 "Interexchange Carrier" or "IXC" (also referred to as "Switched Access
Customer"), means a carrier that provides, directly or indirectly,
interLATA or intraLATA Telephone Toll Services. For purposes of Section
6 of this Agreement, the term "IXC" includes any entity which purchases
FGB or FGD Switched Access Service in order to originate or terminate
traffic to/from CLEC's End Users.
1.25 "IntraLATA Toll Traffic" means those intraLATA station calls that are
not defined as Local Traffic in this Agreement.
1.26 "Line Side" refers to End Office switch connections that have been
programmed to treat the circuit as a local line connected to a
terminating station (e.g., an ordinary subscriber's telephone station
set, a PBX, answering machine, facsimile machine or computer). Line
Side connections offer only those transmission and signal features
appropriate for a connection between an End Office and such terminating
station.
1.27 "Local Exchange Routing Guide" or "LERG" means a Bellcore Reference
Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations.
1.28 "Local Exchange Traffic" is as defined in the Act.
<PAGE>
1.29 "Local Interconnection Trunks/Trunk Groups" are used for the
termination of Local Exchange Traffic, using Bellcore Technical
Reference GR-317-CORE ("GR-317").
1.30 "Local Traffic," or "Local Calling Area" for purposes of intercompany
compensation, is if
(a) the call originates and terminates in the same NEVADA exchange area; or
(b) originates and terminates within different NEVADA Exchanges
that share a common local calling area, e.g.,
Extended Area Dialing ("EAD").
1.31 "Losses" means any and all losses, costs (including court costs),
claims, damages (including fines, penalties, and criminal or civil
judgments and settlements), injuries, liabilities and expenses
(including attorneys' fees).
1.32 "MECAB" refers to the Multiple Exchange Carrier Access Billing
("MECAB") document prepared by the Billing Committee of the Ordering
and Billing Forum ("OBF"), which functions under the auspices of the
Carrier Liaison Committee ("CLC'~ of the Alliance for
Telecommunications Industry Solutions ("ATIS"). The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains the
recommended guidelines for the billing of access services provided to
an IXC by two or more LECs, or by one LEC in two or more states within
a single LATA. The latest release is issue No. 5, dated June 1994.
1.33 "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 of the
Ordering and Billing Forum ("OBF"), which functions under the auspices
of the Carrier Liaison Committee ("CLC") of the Alliance for
Telecommunications Industry Solutions ("ATIS'). The MECOD document,
published by Bellcore as Special Report SR STS-002643, establishes
methods for processing orders for access service which is to be
provided to an IXC by two or more telecommunications providers. The
latest release is issue No. 3, dated February 1996.
1.34 "Meet-Point Billing" or "MPB" refers to a billing arrangement whereby
two or more Telecommunications Carriers jointly provide for Switched
Access Service to an IXC, with each LEC receiving an appropriate share
of its switched access revenues as defined by its effective access
tariffs.
1.35 "Meet Point Trunks/Trunk Groups" ("MPTGs") are used for the joint
provision of Switched Access services, utilizing Bellcore Technical
References GR-394-CORE ("GR-394") and GR-317-CORE ("GR-317"). MPTGs are
those
<PAGE>
between a local End Office and an Access Tandem as described in FSD 20-24-0000
and 20-24-0300.
1.36 "Mid-Span Meet" means an interconnection between two LECs whereby each
provides its own cable and equipment up to the meet point of the cable
facilities. The meet point is the demarcation establishing ownership of
and responsibility for each LEC's portion of the transmission facility.
1.37 "Network Element Bona Fide Request" or "BFR" means the process
described in Appendix UNE that is attached hereto and incorporated
herein that prescribes the terms and conditions relating to a Party's
request that the other Party provide a Network Element.
1.38 "Originating Line Information ("OLI")" is an SS7 Feature Group D
signaling parameter which refers to the number transmitted through the
network identifying the billing number of the calling party.
1.39 "Point of Interconnection" or "POI" means a physical location at which
the Parties' networks meet for the purpose of establishing
interconnection. POIs include a number of different technologies and
technical interfaces based on the Parties' mutual agreement.
1.40 "Rating Point" means the Vertical and Horizontal ("V&H") coordinates
associated with a particular telephone number for rating purposes.
1.41 "Routing Point" means a location which a LEC has designated on its own
network as the homing or routing point for traffic inbound to Exchange
Service provided by the LEC which bears a certain NPA-NXX designation.
The Routing Point is employed to calculate mileage measurements for the
distance-sensitive transport element charges of Switched Access
services. The Routing Point need not be the same as the Rating Point,
nor must it be located within the Rate Center area, but must be in the
same LATA as the NPA-NXX.
1.42 "Switched Access" service means an offering of access to services or
facilities for the purpose of the origination or termination of traffic
from or to Exchange Service customers in a given area pursuant to a
Switched Access tariff. Switched Access Services includes: Feature
Group A ("FGA)", Feature Group B ("FGB"), Feature Group C ("FGC"),
Feature Group D ("FGD"), Toll Free Service, 700 and 900 access.
Switched Access service does not include traffic exchanged between LECs
for the purpose of local exchange interconnection.
1.43 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission
products from multiple vendors. The
<PAGE>
base rate is 51.84 Mbps ("OC-1/STS-1") and higher rates are direct multiples of
the base rate, up to 13.22 Gbps.
1.44 "Telephone Exchange Service" is as defined in the Act.
1.45 "Toll Free Service" means service provided with any dialing sequence
that invokes toll-free, i.e., 800-like, service processing. Toll Free
Service includes calls to the Toll Free Service 800/888 NPA SAC codes.
1.46 "Trunk-Side" refers to a Central Office Switch connection that is
capable of, and has been programmed to treat the circuit as connecting
to another switching entity, forexample, another Central Office switch.
Trunk-Side connections offer those transmission and signaling features
appropriate for the connection of switching entities and cannot be used
for the direct connection of ordinary telephone station sets.
1.47 "Wire Center" means an occupied structure or portion thereof in which a
Party has the exclusive right of occupancy and which serves as a
Routing Point for Switched Access Service.
2. INTERPRETATION AND CONSTRUCTION
In the event of any amendment of the Act or any legislative,
regulatory, judicial order, rule or regulations, or other legal action
that revises or reverses the Act, the FCC's Orders in FCC Docket Nos.
96-98 and 95-185 or any applicable order or arbitration award
purporting to apply the provisions of the federal Act, the Parties
reserve all of their rights and remedies, including those to amend,
alter, or revise this Agreement. Wherever a tariffed rate is cited or
quoted, it is understood that said cite incorporates any changes to
said tariffs as required by the Act.
3. IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION
DATES
Subject to the terms and conditions of this Agreement, Interconnection of the
Parties' facilities and equipment pursuant to Sections 4, 5, and 6 for the
transmission and routing of Telephone Exchange Service Traffic and Exchange
Access Traffic shall be established on or before the corresponding
"Interconnection Activation Date" shown for each Exchange Area on Appendix DCO
attached hereto and incorporated by reference. Appendix DCO may be revised and
supplemented from time to time upon the mutual agreement of the Parties to
reflect the Interconnection of additional Exchange Areas pursuant to Section 4.6
by modifying or upd. ating Appendix DCO.
<PAGE>
4. INTERCONNECTION PURSUANT TO SECTION 251(c)(2)(A),(B),(C); 47 CFR
51.305(a)(1)
4.1 Scope
This Section describes the physical architecture for Interconnection of
the Parties' facilities and equipment for the transmission and routing
of Telephone Exchange Service traffic and Switched Access traffic
pursuant to Section 251(c)(2) of the Act. Such Interconnections shall
be equal in quality to that provided by the Parties to themselves or to
any subsidiary, affiliate or Third Party. Appendix ITR attached hereto
and incorporated by reference prescribes the specific trunk groups (and
traffic routing parameters) which will be configured over the physical
connections described in this Section 4 to provide the facilities for
the transmission and routing of Telephone Exchange Service traffic (as
described in Section 5), Switched Access traffic (as described in
Section 6) and BLV/BLV/I traffic (as described in Section 7.2).
4.2 Interconnection Coverage Section 251(c)(2)(B) and (C). 47 CFR Section
---------------------------------------------------------------------------
51.305(a)(2)
The Parties will establish Local Interconnection Trunks to exchange Local and
IntraLATA Toll traffic. All Local Interconnection Trunk Groups established
directly with the other Party's network, including facilities and Points of
Interconnection ("POIs"), will conform with this Section of this Agreement. All
traffic exchanged over Local Interconnection Trunk Groups will be treated as
CLEC traffic and subject to the terms and conditions of this Agreement. Neither
Party shall terminate Switched Access traffic over Local Interconnection Trunks.
Separate two-way Meet Point trunks will be established for the joint
provisioning of Switched Access traffic. Local Interconnection will be provided
via two-way Minks unless both Parties agree to implement one-way trunks on a
case-by-case basis.
4.2. 1. CLEC shall interconnect with NEVADA's facilities as follows:
(a) Each Party will establish a Local Interconnection Trunk Group with
each Access Tandem in the LATA(s) in which it originates or terminates
Local and/or Toll traffic with the other Party. Parties may not route
Local Interconnection traffic to an Access Tandem destined for an NXX
that subtends another tandem. The Parties agree that direct trunking to
an End Office from either Party's End Office or Access Tandem is
permitted under the terms of this section.
<PAGE>
CLEC will interconnect with any NEVADA Access Tandems in each of the LATA(s) in
which it originates traffic and interconnects with NEVADA.
(b) In addition to the tandem interconnection described above, either
Party may establish End Office-to-End Office or End Office-to-tandem or
tandem-to-tandem trunk groups. In the case of host remote End Offices,
such interconnection shall occur at the location of the host or remote,
at the option of the Party deploying the host-remote End Office.
4.2.2. NEVADA shall interconnect with CLEC's facilities under terms and
conditions no less favorable than those identified in Section 4.2. 1,
above.
4.3 Methods for Interconnection
Where the Parties interconnect, for the purpose of exchanging traffic between
networks, the Parties may use the following interconnection methods for each
Tandem and End Office identified in Appendix DCO making use of facilities they
own or lease from a third party or NEVADA:
(a) Physical Collocation
As set forth in Appendix PHYSICAL COLLOCATION.
(b) Virtual Collocation
As set forth in Appendix NIM.
(c) Leased Facility Interconnection ("LFI")
---------------------------------------------
Where facilities exist, either Party may lease facilities from the
other Party as defined in Section 6 of Appendix NIM.
(d) Fiber Meet
The Parties agree to establish technical interface specifications for
Fiber Meet arrangements that permit the successful interconnection and
completion of traffic routed over the facilities that interconnect at
the Fiber Meet. The technical specifications will be designed so that
each Party may, as far as is technically feasible, independently select
the transmission, multiplexing, and fiber terminating equipment to be
used on its side of the Fiber Meet.
(e) Other Interconnection Methods
Other interconnection methods, as negotiated by the Parties, which
interconnect CLEC's and NEVADA's networks for the transmission and
<PAGE>
routing of telephone exchange traffic, Switched Access traffic, or both; at any
technically feasible point within NEVADA's network including:
the line-side of a local switch;
(ii) the trunk-side of a local switch;
(iii) the trunk interconnection points for a tandem switch;
(iv) central office cross-connect points;
(v) out-of-band signaling transfer points necessary to exchange traffic
at these points and access call related databases; and
(vi) the points of access to unbundled Network Elements;
shall be at a level of quality that is equal to that which
NEVADA provides itself, a subsidiary, an affiliate, or any
other party.
4.4 Physical Architecture
Using one or more of the Interconnection Methods described in Section 4.3 above,
the Parties will agree on a physical architecture plan. This plan will be
documented within Appendix DCO. CLEC and NEVADA agree to interconnect their
networks through existing and/or new facilities between CLEC End Offices and/or
Access Tandem Switches and the corresponding NEVADA End Office and/or Access
Tandems set forth in Appendix DCO. The Parties will establish logical trunk
groups referencing the appropriate CLEC Central Office or Routing Point and
NEVADA Central Office. In addition, where necessary, and as mutually agreed to,
the Parties will define facilities between their networks to permit trunk
group(s) to be established between the points listed in Appendix DCO.
Nothing in the foregoing restricts either Party from ordering and establishing
CLEC/NEVADA Local Interconnection Trunk Groups in addition to the initial
combinations described above. Amendment to the Appendix DCO may be made by
either Party, upon thirty (30) days written notice and acceptance by the other
Party. Acceptance will not be unreasonably withheld. Such amendments may be made
without the need to renegotiate the terms of the rest of this Agreement;
however, such amendments will be effective upon filing with and approval by the
Commission.
4.4.1 The Parties will mutually agree on the appropriate sizing for
facilities based on the standards set forth below and in Appendix NIM.
The
<PAGE>
capacity of interconnection facilities provided by each Party will be based on
mutual forecasts and sound engineering practice, as mutually agreed to by the
Parties during planning and forecasting meetings. The interconnection facilities
provided by each Party shall be formatted using either Alternate Mark Inversion
Line Code or Superframe Format Framing. DS-3 facilities will be optioned for
C-bit Parity.
4.4.1.1 When interconnecting at NEVADA's tandems, the Parties agree to
optionally establish Bipolar 8 Zero Substitution Extended Super
Frame ("B8ZS ESF") two-way trunks, where technically feasible, for
the sole purpose of transmitting 64K CCC data calls. In no case will
these trunks be used for calls for which the User Service
Information parameter (also referred to as "Bearer Capability") is
set for "speech". Where additional equipment is required, such
equipment would be obtained, engineered, and installed on the same
basis and with the same intervals as any similar growth job for
IXC's, CLEC's, or NEVADA's internal customer demand for 64K CCC
trunks.
4.4.1.2 When interconnecting at NEVADA's digital End Offices, the
Parties have a preference for use of B8ZS ESF two-way trunks
for all traffic between their networks. Where available,
such trunk equipment will be used for these Local
Interconnection Trunk Groups. Where AMI trunks are used,
either Party may request upgrade to B8ZS ESF when such
equipment is available.
4.4.2 Mid-Point Meet
Using the Mid-Point Meet architecture, the Parties will agree
upon a Point of Interconnection ("POI"). The POI functions as
a demarcation point for each Party. Each Party is responsible
to transport all trunking to its side of the POI utilizing any
method of interconnection described in Section 4.3 above. Each
Party is responsible for the appropriate sizing, operation,
and maintenance of the transport facility and trunking to the
POI.
4.5 Single POI Model
Unless otherwise agreed by the Parties, for each interconnection between the
Parties for the exchange of Local, IntraLATA Toll, and Meet Point traffic, the
Parties agree that there will be a single Point of Interconnection (at NEVADA's
or another carrier's wire center located in the geographic area where NEVADA
operates as an independent LEC) between any two switching entities.
<PAGE>
4.6 Additional Interconnection
If CLEC decides to offer Telephone Exchange Services in any LATA in which NEVADA
also offers Telephone Exchange Services, CLEC shall provide written notice to
NEVADA of the need to establish Interconnection in such LATA pursuant to Section
4.4 of this Agreement.
4.7 Responsibilities of the Parties
4.7.1 CLEC and NEVADA shall work cooperatively to install and maintain a
reliable network. CLEC and NEVADA shall exchange appropriate
information (e.g., maintenance contact numbers, network information,
information required to comply with law enforcement and other security
agencies of the Government and such other information as the Parties
shall mutually agree) to achieve this desired reliability.
4.7.2 CLEC and NEVADA agree to exchange such reports and/or data as provided
in this Agreement to facilitate the proper billing of traffic. Either
Party may request an audit of such usage reports on no fewer than ten
(10) business days written notice and any audit shall be accomplished
during normal business hours at the office of the Party being audited
which shall be Stockton, California for CLEC and Reno, Nevada for
NEVADA). Such audit must be performed by a mutually agreed-to
independent auditor paid for by the Party requesting the audit and may
include review of the data described above. Such audits shall be
requested within six (6) months of having received the PLU factor and
usage reports from the other Party, and may not be requested more than
twice per year.
4.7.3 CLEC and NEVADA will review engineering requirements on a semi-annual
basis and establish forecasts for trunk and facilities utilization
provided under this Agreement. New wank groups will be implemented as
dictated by engineering requirements of either NEVADA or CLEC.
4.7.4 CLEC and NEVADA 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.
4.7.5 CLEC is responsible for all Control Office functions for the Meet Point
Trunks and Trunk Groups, and shall be responsible for the overall
coordination, installation, and maintenance responsibilities for these
trunks and trunk groups.
<PAGE>
4.7.6 CLEC and NEVADA shall:
(a) provide trained personnel with adequate and compatible test
- equipment to work with each other's technicians;
(b) notify each other when there is any change affecting the service
requested, including the due date;
(c) 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;
(d) 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;
(e) advise each other's Control Office if there is an equipment failure
that may affect the interconnection trunks;
(f) provide each other with a trouble reporting number that is readily
accessible and available 24 hours per day/7 days a week;
(g) provide to each other test-line numbers and access to test lines,
including a test-line number that returns answer supervision in
each NPA-NXX opened by a Party;
(h) provide their respective billing contact numbers to one another on a
reciprocal basis; and
(i) will conduct cooperative testing for the proper recording of AMA
records in each carrier switch(es) before establishing service.
4.7.7 Within ninety (90) days of the due date of the initial installation of
local interconnection trunks, CLEC will provide to NEVADA CLEC's
references or internal standards governing each topic in Appendix
BILATERAL.
<PAGE>
5. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)(D); 252(d)(1) and (2); 47 CFR
Section
51.305(al(5)
5.1 Scope of Traffic
This Section 5 prescribes traffic routing parameters for Local Interconnection
Trunk Group(s) the Parties shall establish over the Interconnections specified
in Section 4.
5.1.1 Either Party may opt at any time to terminate, i.e., overflow, to the
other Party some or all Local Exchange Traffic and intraLATA Toll
traffic originating on its network, together with Switched Access
traffic, via Feature Group D or Feature Group B Switched Access
Services. Either Party may otherwise purchase these Switched Access
Services from the other Party subject to the rates, terms and
conditions specified in its standard intrastate access tariffs,
including any usage-sensitive rates for the Local Exchange or intraLATA
Toll traffic terminated over the Switched Access service.
5.1.2 Each Party shall deliver to the other Party over the Local
Interconnection Trunk Group(s) only such traffic which is destined for
those publicly dialable NPA-NXX codes served by End Offices that
directly subtend the Access Tandem or to those Wireless Service
Providers that directly subtend the Access Tandem.
5.1.3 Unless otherwise agreed to, each Party shall deliver all traffic
destined to terminate at either Party's End Office or tandem in
accordance with the serving arrangements defined in the LERG.
5.1.4 Where the Parties deliver over the Local Interconnection Trunk Group(s)
miscellaneous calls (e.g., time, weather, NPA-555, Mass Calling Codes)
destined for each other, they shall deliver such traffic in accordance
with the serving arrangements defined in the LERG.
5.1.5 N1 1 codes (e.g., 611, 811, & 911) shall not be sent between CLEC's and
NEVADA's network over the Local Interconnection Trunk Group(s).
5.1.6 For purposes of compensation under this Agreement, the
telecommunications traffic traded between CLEC and NEVADA will be
classified as either Local Traffic, Transit Traffic, IntraLATA
Interexchange Traffic, interLATA Interexchange Traffic, or FGA Traffic.
The Parties agree that, notwithstanding the classification of traffic
under
<PAGE>
this Agreement, either Party is free to define its own "local" calling
area(s) for purposes of its provision of Telecommunications Services to
its End Users.
5.1.7 Reciprocal compensation should be paid by Nevada Bell to Pac-West for
traffic originated by a Nevada Bell customer and terminated to any
customer, including an Internet Service Provider ("ISP"), obtaining
local access from Pac-West when those customers are located within the
same Nevada Bell local calling area. Similarly, reciprocal compensation
should be paid by Pac-West to Nevada Bell for traffic originated by a
Pac-West customer and terminated to any customer, including an ISP,
obtaining local access from Nevada Bell when those customers are
located within the same Nevada Bell local calling area. [NPUC Docket
No. 99-1007, Order Adopting Revised Arbitration Decision, April 12,
1999]
5.1.8 Calls originated by one Party's End User and terminated to the other
Party's End User will be classified as "Local Traffic" for purposes of
intercompany compensation, if;
(a) the call originates and terminates in the same NEVADA exchange
area; or
(b) originates and terminates within different NEVADA Exchanges
that share a common local calling area, e.g., Extended Area Dialing
("EAD").
5.1.9 NEVADA shall deliver all traffic destined to terminate at CLEC's End
Office in accordance with the serving arrangements defined in the LERG,
except NEVADA will not deliver calls destined to CLEC End Office(s) via
another LEC's or CLECs tandem.
5.1.10 NEVADA shall terminate traffic from third-party LECs, CLECs, or
Wireless Service Providers delivered to NEVADA's network through CLEC's
tandem. Prior to the routing of such traffic, the Parties agree to
negotiate the issues of network capacity and forecasting caused by such
termination. The Parties shall conduct such negotiations in good faith
and shall not unreasonably withhold consent to the routing of such
traffic.
5.1.11 NEVADA shall complete traffic delivered from CLEC destined to
thirdparty LECs, CLECs or WSPs in the LATA, when these third parties
subtend NEVADA's tandem(s). NEVADA shall have no responsibility to
ensure that any third-party LEC, CLEC or WSP will accept such traffic.
<PAGE>
5.2 Responsibilities of the Parties
5.2.1 Each Party to this Agreement will be responsible for the accuracy and
quality of its data as submitted to the respective Parties involved.
5.2.2 Each Party will include in the information transmitted to the other for
each call being terminated on the other's network, where available, the
originating Calling Party Number ("CPN").
5.2.3 If the percentage of calls passed with CPN is greater than ninety
percent (90%), all calls exchanged without CPN information will be
billed as either Local Traffic or IntraLATA Toll Traffic in direct
proportion to the minutes of use ("MOU") of calls exchanged with CPN
information. If the percentage of calls passed with CPN is less than
ninety percent (90%), all calls passed without CPN will be billed as
Switched Access.
5.2.4 For intraLATA Toll Free Service calls where such service is provided by
one of the Parties, the compensation shall be charged by the Party
originating the call, rather than the Party terminating the call. This
includes originating charges as well as a Basic Toll Free Access Query
charge as specified in Appendix PRICING or CLECs local exchange tariff.
5.2.5 Each Party will calculate terminating interconnection minutes of use
based on standard Automatic Message Accounting ("AMA") recordings made
within each Party's network. These recordings are the basis for each
Party to generate bills to the other Party.
5.2.6 Measurement of minutes of use over Local Interconnection Trunk Groups
shall be in actual conversation seconds. The total conversation seconds
over each individual Local Interconnection Trunk Group will be totaled
for the entire monthly bill and then rounded to the next whole minute.
5.2.7 Each Party will provide the other, within thirty (30) calendar days
after the end of each calendar quarter, a usage report with the
following information regarding traffic: it sent to (i.e., terminated
over) the Local Interconnection Trunk arrangements.
5.2.7.1 Total traffic volume described in terms of minutes and messages and
by call type (local, toll and other) terminated to each other over
the Local Interconnection Trunk Groups; and
5.2.7.2 Percent Local Usage ("PLU") and Percent Local Minutes.
<PAGE>
5.2.8 Upon mutual agreement of the Parties, originating records for local,
transit, and intraLATA toll traffic shall be exchanged for the purposes
of billing intercompany terminating compensation.
5.2.8.1 On a monthly basis, each Party will record its originating
MOUs including identification of the originating and
terminating NXXs for all intercompany calls.
Each Party will transmit the summarized originating MOUs above to the transiting
and/or terminating Party for subsequent monthly intercompany settlement billing.
5.2.8.3 Bills rendered by either Party will be paid within thirty (30)
days of receipt subject to subsequent audit verification.
5.2.8.4 MOUs for the rates contained herein will be
measured in seconds by call type, and accumulated
each billing period into one (1) minute increments
for billing purposes in accordance with industry
rounding standards.
5.2.8.5 Each Party will multiply the tandem routed and end
office routed terminating MOUs by the appropriate
rate contained in this Section to determine the
total monthly billing to each Party.
5.3 Reciprocal Compensation for Termination of Local Traffic
5.3.1 The Compensation set forth below will apply to all Local Traffic as
defined in Section 5.1.8 of this Agreement.
5.3.2 Applicability of Rates
5.3.2.1 The rates, terms, conditions in this Section 5.3 apply only to the
termination of Local Traffic, except as explicitly noted.
5.3.2.2 The Parties agree to compensate each other for the termination of Local
Traffic on a minute of use ("MOU') basis.
5.3.3 Rate Elements
5.3.3.1 A Tandem Served rate element is applicable to Tandem Routed Local
Traffic on a terminating local MOU basis and includes compensation
for the following sub-elements:
<PAGE>
(a) Tandem Switching - compensation for the use of tandem
switching functions.
(b) Tandem Transport ("Common Transport") compensation for
the transmission facilities between the local tandem
and the End Offices subtending that tandem.
(c) End Office Switching ("Basic Switching Interoffice
Terminating") - compensation for the local EO office
switching and line termination functions necessary to
complete the transmission.
5.3.3.2 An End Office Served rate element applies ("Basic
Switching Interoffice Terminating") to
direct-routed Local Traffic on a terminating local
MOU basis and includes compensation for End Office
Switching. This includes direct-routed Local
Traffic that terminates to offices that have
combined tandem and End Office functions.
5.3.4 Local Traffic Interconnection Rates
Serving Method Rates
Tandem Served See Appendix PRICING
End Office Served See Appendix PRICING
5.4 Reciprocal Compensation for Transit Traffic
5.4.1 Transit Traffic allows one Party to send traffic to a third
party network through the other Party's tandem. A Transit
Traffic rate element applies to all MOUs between a Party and
third party networks that transit the other Party's tandem
switch. The originating Party is responsible for the
appropriate rates unless otherwise specified. The Transit
Traffic rate element is only applicable when calls do not
originate with (or terminate to) the transit Party's End User.
The Tandem Transit Switching rate shall be equal to the Tandem
Switching rate plus two times the Common Transport Fixed rate
element as specified in Appendix PRICING.
or Access Tandem switching when either Party 5.4.2 The transit
rate provides f uses the other Party's Access Tandem to
originate a call to a third party such as another LEC, CLEC,
or Wireless Service Provider.
<PAGE>
5.4.3 If either Party receives a call through the other Party's Access Tandem
that originates from another LEC, CLEC or Wireless Service Provider,
the Party receiving the transited call will not charge the other Party
any rate element for this call regardless of whether the call is local
or toll. The Parties will establish appropriate billing relationships
directly with the Wireless Service Provider, other CLEC or LEC with the
exception of the independent LECs listed in Section 21.11 of this
Agreement.
5.4.4 If such traffic is passed without a third party agreement, CLEC will
hold NEVADA harmless/indenmify/defend or impose a penalty so that
NEVADA has protection against third party claims including recovery of
attorney fees.
5.5 Reciprocal Compensation for Termination of IntraLATA
Interexchange Traffic
For intrastate intraLATA interexchange service traffic, compensation for
termination of intercompany traffic will be at terminating access rates for
Message Telephone Service ("MTS") and originating access rates for 800 Service
as set forth in each Party's Intrastate Access Service Tariff. For interstate
intraLATA intercompany service traffic, compensation for termination of
intercompany traffic will be at terminating access rates for MTS and originating
access rates for 800 Service including the CCL charge, as set forth in each
Party's Interstate Access Service Tariff. The rates charged under this section
by CLEC to NEVADA shall be no greater than the rates contained in NEVADA's
Switched Access tariff.
5.6 Compensation for Origination and Termination of Switched Access Service
-----------------------------------------------------------------------------
Traffic to or from an IXC (Meet-Point Billing ("MPB") Arrangements)
- ----------------------------------------------------------------------------
5.6.1 The Parties will establish MPB arrangements in order to provide
Switched Access Services to IXCs via NEVADA's Access Tandem switch in
accordance with the MPB guidelines adopted by and contained in the
Ordering and Billing Forum's MECOD and MECAB; documents. CLEC's Meet
Points with NEVADA shall be those identified in Appendix DCO and any
supplements thereto.
5.6.2 For interstate, interLATA traffic, the Parties will charge IXCs
according to access rates as set forth in each Party's own applicable
tariffs.
5.6.3 Billing to IXCs for the Switched Access Services jointly provided by
the Parties via Meet-Point Billing arrangement shall be according to
the multiple bill/single tariff method. As described in the MECAB
document, each Party will render a bill in accordance with its own
tariff for that portion of the service it provides. For the purpose of
this Agreement, CLEC is the Initial Billing Company ("IBC") and NEVADA
is the
<PAGE>
Subsequent Billing Company ("SBC"). The assignment of revenues, by rate element,
and the Meet-Point Billing percentages applicable to this Agreement are set
forth in Appendix DCO. The actual rate values for each element shall be the
rates contained in that Party's own applicable access tariffs.
5.6.4 The Parties will maintain provisions in their respective federal and
state access tariffs, or provisions within the National Exchange
Carrier Association ("NECA") Tariff No. 4, or any successor tariff,
sufficient to reflect this MPB arrangement, including MIPB percentages.
5.6.5 As detailed in the MECAB document, the Parties will, in accordance with
accepted time intervals, exchange all information necessary to
accurately, reliably, and promptly bill third Parties for Switched
Access Services traffic jointly handled by the Parties via the Meet
Point Arrangement. Each Party reserves the right to charge the other
Party for the recording/processing functions it performs. Information
shall be exchanged in Exchange Message Record ("EMR") format, on
magnetic tape or via a mutually acceptable electronic file transfer
protocol.
5.6.6 Meet-Point Billing shall also apply to all jointly provided MOU traffic
bearing the 900, 800, and 888 NPAs or any other non-geographic NPAs
which may likewise be designated for such traffic in the future where
the responsible party is an IXC. When NEVADA performs 800 database
queries, NEVADA will charge the service provider for the database query
in accordance with standard industry practices and applicable tariffs.
5.6.7 Each Party shall coordinate and exchange the billing account reference
("BAR") and billing account cross reference ("BACR") numbers for the
Meet Point Billing service. Each Party shall notify the other if the
level of billing or other BAR/BACR elements change, resulting in a new
BAR/BACR number.
5.6.8 Each Party will provide the other with the Switched Access detailed
usage data within thirty (30) days of the end of the billing period.
Each Party will provide to the other the Switched Access summary usage
data within ten (10) working days after the date that a bill is
rendered to the IXC by the initial Party. To the extent CLEC provides
NEVADA with Access Usage Records, NEVADA will compensate CLEC on the
same terms as CLEC compensates NEVADA. NEVADA acknowledges that
currently there is no charge for Summary Usage Data Records but that
such a charge may be appropriate. At CLEC's request, NEVADA will
negotiate a mutual and reciprocal charge for provision of Summary Usage
Data Records.
<PAGE>
5.6.9 Errors may be discovered by CLEC, the IXC or NEVADA. Both
NEVADA and CLEC agree to provide the other Party with
notification of any discovered errors within two (2) business
days of the discovery.
5.6-10 In the event of a loss of data, both Parties shall cooperate
to reconstruct the lost data within sixty (60) days of
notification and if such reconstruction is not possible, shall
accept a reasonable estimate of the lost data, based upon at
least three (3), but no more than twelve (12) months of prior
usage data, if available.
5.7 Maintenance of Service
5.7.1 A Maintenance of Service charge applies whenever either Party
requests the dispatch of the other Party's personnel for the
purpose of performing maintenance activity on the
interconnection trunks, and any of the following conditions
exist:
(a) no trouble is found in the interconnection trunks; or
(b) the trouble condition results from equipment, facilities or
systems not provided by the Party whose personnel were
dispatched; or
(c) trouble clearance did not otherwise require dispatch and,
upon dispatch requested for repair verification, the
interconnection wink did not exceed Maintenance Limits.
5.7.2 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.
5.7.3 Billing for Maintenance of Service is based on each half-hour
or fraction thereof expended to perform the work requested-
The time worked is categorized and billed at one of the
following three rates:
(a) basic time;
(b) overtime; or
(c) premium time,
as defined for billing by NEVADA in NEVADA's revised tariff
P.S.C.N. No. C Section 13 and in CLEC's Exchange tariff.
<PAGE>
6. TRANSMISSION AND ROUTING OF SWITCHED ACCESS TRAFFIC
PURSUANT TO 251(c)(2)
6.1 Scope of Traffic
Section 6 prescribes parameters for certain trunk groups ("Meet Point
Trunks") to be established over the Interconnections specified in
Section 4 above, for the transmission and routing of Switched Access
traffic between CLEC Telephone Exchange Service End Users and IXCs via
NEVADA's Access Tandem.
6.2 Trunk Group Architecture and Traffic Routing
6.2.1 The Parties shall jointly establish two-way Meet Point Trunks as
described in Appendix ITR, which will jointly provide
tandem-transported Switched Access Services to IXCs to enable CLEC's
End Users to originate and terminate traffic to/from such IXCs.
6.2.2 Meet Point Trunks shall be used solely for the transmission and routing
of Switched Access to allow CLEC End Users to originate and terminate
traffic to/from any IXCs which are connected to NEVADA's Access Tandem.
In addition, the trunks shall be used to allow CLEC's End Users to
connect to, or be connected to, the Toll Free Services of any
Telecommunications Carrier connected to NEVADA's Access Tandem.
6.2.3 The Parties will use separate facilities and separate two-way trunk
groups to NEVADA's Access Tandem, under which CLEC's NXXs home, using
DS-1 or DS-3 facilities other than the facilities used for Local
Interconnection Trunk Groups. Neither Party will charge the other any
amount for any Meet Point facilities.
6.2.4 NEVADA will not offer blocking capability for Switched Access customer
traffic delivered to any NEVADA tandem for completion on CLECs network.
The Parties understand and agree that Meet Point Trunking arrangements
are available and functional only to/from Switched Access customers who
directly connect with any NEVADA tandem that CLEC subtends; in each
LATA. In no event will NEVADA be required to route such traffic through
more than one tandem for connection to/from Switched Access customers.
NEVADA shall have no responsibility to ensure that any Switched Access
customer will accept traffic that CLEC directs to the Switched Access
customer. NEVADA also agrees to furnish CLEC, upon request, a list of
those IXCs which also interconnect with NEVADA's tandem.
<PAGE>
6.2.5 CLEC will provide all CCS signaling including,
without limitation, Charge Number and originating
line information ("OLI"). For terminating FGD, NEVADA
will pass all CCS signaling including, without
limitation,
CPN if it receives CPN from FGD carriers. All privacy indicators will be
honored- Network signaling information such as
Transit Network Selection ("TNS") parameter, Carrier
Identification Codes ("CIC"), (CCS platform) and
CIC/OZZ information (non-CCS environment) will be
provided by CARRIER wherever such information is
needed for call routing or billing. The Parties will
follow all OBF adopted standards pertaining to TNS
and CIC/OZZ codes.
7. TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 Information Services Traffic
At such time as the Parties agree to route intraLATA Information
Services Traffic to one another-, they shall agree to exchange rating
and billing information to effectively allow the Parties to bill their
End Users and to charge reciprocal rates.
7.2 Busy Line Verification ("BLV")/Busy Line Verification/Interrupt
("BLVI") Traffic
7.2.1 Each Party's operator bureau shall accept BLV and BLVI inquiries from
the operator bureau of the other Party in order to allow transparent
provision of BLV/BLVI Traffic between the Parties' networks.
7.2.2 Each Party shall route BLV/BLVI Traffic inquiries betwee.
respective operator bureaus over Local Interconnection trunk
Appendix ITR.
8. SIGNALING
8.1 The Parties will interconnect their networks using SS7 signaling as
defined in
GR-000317-CORE7 and GR-000394-CORE, including ISDN User Part ("ISUP")
for trunk signaling and Transaction Capabilities Application Part
("TCAP") for CCS-based features in the interconnection of their
networks. Either Party may establish CCS interconnections either
directly and/or through a third party. Whether direct, or by third
party, CCS interconnection shall be pursuant to PUB L-780023-PB/NB: If
CCS interconnection is established through a third party, the rates,
terms, and conditions of the parties' respective tariffs will apply. If
CCS Interconnection is established directly between CLEC and NEVADA,
the rates, terms, and conditions of Appendix SS7 will apply.
<PAGE>
8.2 The Parties will cooperate in the exchange of TCAP messages to
facilitate full interoperability of CCS-based features between their
respective networks, including all CLASS features and functions, to the
extent each carrier offers such features and functions to its own End
Users. All CCS signaling parameters deployed by both Parties will be
provided including CPN. All privacy indicators will be honored.
8.3 CCS shall be used in conjunction with Meet Point Trunks; except
multifrequency ("MF") signaling will be used on a separate Meet Point
Trunk Group to complete originating calls to Switched Access customers
that use MF FGD signaling protocol. MY and CCS trunk groups shall not
be provided within a DS- I facility; a separate DS-1 per signaling type
must be used.
8.4 Originating FGB calls delivered to NEVADA's tandem shall use
GR-317 signaling format unless the associated FGB carrier
employs GR-394 signaling for its FGB traffic at the serving
Access Tandem.
9. NUMBERING
9.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely impact in any manner either Party's right to employ or to
request and be assigned any North American Numbering Plan ("NANP")
number resources including, but not limited to, central office ('NXX")
codes pursuant to the Central Office Code Assignment Guidelines', or to
establish, by tariff or otherwise, Exchanges and Rating Points
corresponding to such NXX codes. Each Party is responsible for
administering the NXX codes it is assigned.
9.2 At a minimum, in those areas where CLEC intends to provide
facilities-based local exchange service, CLEC shall obtain one NXX per
incumbent local exchange carrier rate center which is required to
ensure compliance with the industry-approved Central Office Code NXX
Assignment Guidelines (April, 1997) and the FCC's Second Report and
Order in CC Docket 96-116 released August 18, 1997 (Local Number
Portability).
9.3 Each Party agrees to make available via the LERG, up-to-date listings
of its own assigned NPA-NXX codes, along with associated Rating Points
and Exchanges.
9.4 To the extent NEVADA serves as Central Office Code Administrator for a
given region, NEVADA commits to treat CLEC requests for assignment of
central office code(s) in a neutral and nondiscriminatory manner,
consistent with
I Last published by the Industry Numbering Committee ("INC") as INC 95-0407-008,
Revision April 1997, formerly ICCF 93-0729-010.
<PAGE>
regulatory requirements, and ('NXX") Central Office Code Assignment
Guidelines. Currently Pacific Bell performs this function for NEVADA.
9.5 Each Party is responsible to program and update its own switches and
network systems to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose fees or
charges on the other Party for such required programming and updating
activities.
9.6 Each Party is responsible to input required data into the Routing Data
Base Systems ("RDBS") and into the Bellcore Rating Administrative Data
Systems ("BRADS") or other appropriate system(s) necessary to update
the Local Exchange Routing Guide ("LERG"), unless negotiated otherwise.
9.7 Upon the request of CLEC, NEVADA shall perform LERG input for CLEC.
CLEC agrees to pay NEVADA the sum of $I 10 per NXX in exchange for
NEVADA's input of required data necessary to update the Local Exchange
Routing Guide ("LERG") on CLEC's behalf. NEVADA shall not be liable for
any losses or damages arising out of errors, defects, or failures
associated with the input of CLEC's data into the LERG.
9.8 Neither Party is responsible for notifying the other Parties' End Users
of any changes in dialing arrangements, including those due to NPA
exhaust, unless otherwise ordered by the law, the Commission, the FCC,
or a court.
9.9 NXX Migration
Where either Party has activated an entire NXX for a single End User,
or activated more than half of an NXX for a single End User with the
remaining numbers in that NXX either reserved for future use or
otherwise unused, if such End User chooses to receive service from the
other Party, the first Party shall cooperate with the second Party to
have the entire NXX reassigned in the LERG (and associated industry
databases, routing tables, etc.) to an End Office operated by the
second Party. Such transfer will require development of a transition
process to minimize impact on the Network and on the End User(s)'
service and will be subject to appropriate industry lead times
(currently forty-five (45) days) for movements of NXXs from one switch
to another. The Party to whom the NXX is migrated will pay NXX
migration charges of $10,000 per NXX to the Party formerly assigned the
NXX.
10. RESALE - SECTIONS 251(b)(1); 251(c)(4); 252(d)(3); and
271(c)(2)(B)(xiv)
10.1 Availability of NEVADA Retail Telecommunications Services for Resale
NEVADA shall offer to CLEC for resale at wholesale rates its
Telecommunications Services, as described in Section 251(c)(4) of the
Act,
<PAGE>
pursuant to the terms and conditions of Appendix RESALE attached hereto and
incorporated herein by this reference.
10.2 Availability of CLEC Retail Telecommunication Services for Resale
CLEC shall make available its Telecommunications Services for
resale at wholesale rates to NEVADA in accordance with Section
25 1 (b)(1) of the Act.
11. UNBUNDLED NETWORK ELEMENTS - SECTIONS 251(c)(3), 271(c)(2)(B)
-------------------------------------------------------------------
(ii),(iv),(v),(vi),(x)
Pursuant to Appendix UNE, which is attached hereto and made a part
hereof, NEVADA will provide CLEC access to Unbundled Network Elements
for the provision of a telecommunication service as required by
Sections 251 and 252 of the Act and in compliance with those portions
of the FCC's First Report and Order in CC Docket No. 96-98 that are in
effect, subject to any modifications on reconsideration, stay or
appeal, under the terms and conditions described herein and in the
Appendices hereto. CLEC agrees to provide access to network elements to
NEVADA under the same terms, conditions and prices contained herein.
12. NOTICE OF CHANGES - SECTION 251(c)(5)
-------------------------------------------
Nothing in this Agreement shall limit either Party's ability to upgrade
its network through the incorporation of new equipment, new software or
otherwise. Both Parties will comply with the Network Disclosure rules
adopted by the FCC in CC Docket No. 96-98, Second Report and Order, as
may be amended from time to time. Both Parties agree to coordinate
interconnection matters consistent with the requirements of the
Americans with Disabilities Act (42 U.S.C. 12101) and with Sections 255
and 256 of the Act.
13. COLLOCATION - SECTION 251(c)(6)
13.1 NEVADA shall provide to CLEC Physical Collocation pursuant to Appendix
PHYSICAL COLLOCATION.
13.2 NEVADA shall provide to CLEC Virtual Collocation pursuant to
Appendix NIM.
14. NUMBER PORTABILITY - SECTIONS 251(b)(2) and 271(c)(2)(B)(xi)
------------------------------------------------------------------
The Parties shall provide to each other Interim Number Portability ("INP") and
Permanent Number Portability ("PNP") on a reciprocal basis. Pursuant to the
provisions in the Act and the FCC's First Report and Order, and in accordance
with the terms and conditions outlined in Appendix PORT, which is attached
hereto and incorporated herein, NEVADA will provide CLEC Interim Number
Portability through Remote Call Forwarding and Direct Inward Dialing technology.
<PAGE>
15. DIALING PARITY - SECTION 251(b)(3); 271(c)(2)(B)(xii). and 271(e)(2)
--------------------------------------------------------------------------
15.1 The Parties shall provide Local Dialing Parity to each other
as required under
Section 25 1 (b)(3) of the Act.
15.2 NEVADA shall provide IntraLATA Dialing Parity in accordance
with Section
271(e)(2) of the Act and Section 8 of the Commission's
regulations in Docket 97-2010.
16. ACCESS TO RIGHTS-OF-WAY - SECTION 251(b)(4) and 271(c)(2)(B)(iii)
-----------------------------------------------------------------
Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls, pursuant to Appendix ROW, in
accordance with Section 224 of the Act on terms, conditions, and prices
comparable to those offered to any other Telecommunications provider pursuant to
each Party's applicable tariffs and/or standard agreements.
17. DATABASE ACCESS -SECTION 271(c)(2)(B)(x)
In accordance with Section 27(c)(2)(B)(x) of the Act, NEVADA shall provide CLEC
with nondiscriminatory access to databases and associated signaling necessary
for call routing and completion. When requesting access to databases not
otherwise provided for in this Agreement, or appropriate interfaces, regardless
of whether they constitute Unbundled Network Elements, CLEC will use the Network
Element Bona Fide Request process. This process is defined in Appendix UNE,
which is attached hereto and incorporated herein by reference.
18. INTERCEPT REFERRAL ANNOUNCEMENTS
When an End User customer changes from one Party to the other Party and does not
retain its original telephone number, the Party formerly providing service to
the End User will provide a referral announcement on the abandoned telephone
number. This announcement will provide details on the new number to be dialed to
reach this customer. These arrangements will be provided reciprocally, to either
the other Party or the End User customer, for the same period of time and under
the same terms and conditions as NEVADA provides to its existing End User
customers.
19. COORDINATED REPAIR CALLS
To avoid and minimize the potential for End User confusion, each Party shall
inform their respective End Users of their respective repair bureau telephone
number(s) to access such bureaus. In the event that either Party receives a
misdirected repair call, the Parties agree to employ the following procedures
for handling such calls:
<PAGE>
(a) To the extent the correct provider can be determined,
misdirected repair calls will
be referred to the proper provider of local exchange service in a
courteous manner, at no charge, and the End User will be provided the
correct contact telephone number.
(b) In responding to repair calls, neither Party shall make
disparaging remarks about
the other, nor shall they use these repair calls as the basis
for internal referrals, to solicit customers, or to market
services, nor shall they initiate extraneous communications
beyond the direct referral to the correct repair telephone
number.
20. OTHER SERVICES 271(c)(B)(2)(vii) and 271(c)(2)(B)(viii)
20.1 White Pages
In accordance with Section 271(c)(2)(B)(viii) of the Act, NEVADA will
make nondiscriminatory access to White Pages service available under
the terms and conditions of Appendix WP, attached hereto and
incorporated by reference.
20.2 911 and E91 I Services
Pursuant to Section 271(c)(2)(B)(vii)(I) of the Act, NEVADA will make
nondiscriminatory access to 911 and E911 services available under the
terms and conditions of Appendix 911, attached hereto and incorporated
by reference.
20.3 Directory Assistance ("DA")
Pursuant to Section 271(c)(2)(B)(vii)(II) of the Act, NEVADA will
provide nondiscriminatory access to DA services under the terms and
conditions identified in Appendix DA, attached hereto and incorporated
by reference.
20.4 Operator Services
Pursuant to Section 271(c)(2)(B)(vii)(III) of the Act, NEVADA shall
provide nondiscriminatory access to Operator Services under the terms
and conditions identified in Appendix OS, attached hereto and
incorporated by reference.
20.5 Signaling System 7 Interconnection
At CLECs request, NEVADA shall perform SS7 interconnection services for CLEC
pursuant to Appendix SS7, attached hereto and incorporated by reference.
<PAGE>
21. GENERAL RESPONSIBILITIES OF THE PARTIES
21.1 Implementation Schedule
Upon approval by the PUC of Nevada, CLEC agrees to begin providing
telephone exchange service to business customers within (NUMBER OF
DAYS) days and to residential customers within (NUMBER OF DAYS) days
within its certificated service area.
21.2 NEVADA and CLEC shall each use their best efforts to meet the
Interconnection Activation Dates.
21.3 Each Party is individually responsible to provide facilities within its
network that 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 NEVADA's network as referenced in Bellcore's BOC Notes on LEC
Networks Practice No. SR-TSV-002275, and to terminate the traffic it
receives in that standard format to 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.
21.4 Neither Party shall use any service related to or use any of the
services or elements provided in this Agreement in any manner that
interferes with other persons in the use of their service, prevents
other persons from using their service, or otherwise impairs the
quality of service to other carriers or to either Party's End Users.
Either Party may discontinue or refuse service, but only for so long as
the other Party is violating this provision. Upon such violation,
either Party shall provide the other Party notice of the violation at
the earliest practicable time.
21.5 Each Party is solely responsible for the services it provides to its
End Users and to other Telecommunications Carriers.
21.6 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.
21.7 At all times during the term of this Agreement, each Party shall keep
and maintain in force at each Party's expense all insurance required by law
(e.g. workers' compensation insurance) as well as general liability
insurance for personal injury or death to any one person, property damage
resulting from any one incident, and automobile liability with coverage for
bodily injury for property damage. Upon
<PAGE>
request from the other Party, each Party shall provide to the other Party
evidence of such insurance (which may be provided through a program of self
insurance).
21.8 Unless otherwise stated, each Party will render a monthly bill to the
other for service(s) provided hereunder. Remittance in full will be due
within thirty (30) days of that billing date. Interest shall apply on
overdue amounts (other than disputed amounts which are subject to
Section 30.12) at the rate specified in Section 30.12, unless otherwise
specified in an applicable tariff. Each Party reserves the right to net
delinquent amounts against amounts otherwise due the other.
21.9 NEVADA is participating with the industry to develop standardized
methods through the OBF and shall implement ordering and billing
formats/processes consistent with industry guidelines as capabilities
are deployed. Where such guidelines are not available or NEVADA decides
not to fully utilize industry guidelines, NEVADA will provide CLEC with
information on its ordering and billing format/process and requirements
at the earliest practicable time.
21-10 NEVADA in its role as Designated Carrier for LATA 720, as established
by the PUC of Nevada in Docket 86-711, has the responsibility to transport
originating and terminating traffic for embedded independent local exchange
carriers under special compensation arrangements. The independent LECs that
participate in the Designated Carrier Plan ("DCP") are Churchill County
Telephone & Telegraph, Continental Telephone Company of Nevada ("GTE"),
C.P. National Corporation (Citizens Telecom), Lincoln County Telephone
Company, Humboldt Telephone, and Rural Telephone Company. NEVADA is bound
to continue this arrangement until such time as NEVADA has interconnection
agreements with all of the embedded independent LECs and the PUC of Nevada
agrees to discontinue the DCP. All traffic under this plan is independent
LEC Int-aLATA Toll traffic. Under the DCP, the independent LECs bill NEVADA
for both originating and terminating access at rates designed to recover
their relevant costs. NEVADA does not bill the independent LECs any access
for originating or terminating their traffic. The independent LECs pass the
toll. revenue associated with their originating traffic to NEVADA as
compensation to NEVADA for the =sport of their traffic. To meet the
requirements of the DCP, CLEC agrees to the following stipulations for
compensation as it pertains to both originating and terminating traffic
from the participating independent LECs.
21.10.1 All traffic for the participating independent LECs that transit
NEVADA's network will be treated for compensation (rating) as if the
call originated or terminated in NEVADA's network. At such time that
the DCP is discontinued, this Section 21.11 will no longer apply and
the compensation and rating defined in this Agreement will be used
without exception.
<PAGE>
21.10.2 CLEC will not be required to establish an appropriate billing
relationship directly with the independent LECs for traffic under the
DCP until such
time as the DCP is discontinued.
21-11 For the purposes of establishing provisioning and billing service- to
the CLEC, the CLEC is required to provide to NEVADA its state-specific
authorized and nationally recognized OCN/AECNs for facilities-based
business (interconnection and/or Unbundled Network Elements) in each
NEVADA state and a single separate and distinct OCN/AECN for resale
services in any NEVADA state. CLEC name associated with specific resale
OCN/AECN must be consistent among NEVADA states.
21.12 Unless otherwise agreed, if the designated Party fails to file
the jointly signed agreement with the Commission within thirty
(30) days of both Parties signatures, then the signed
agreement is null and no longer valid. If the contract becomes
null, either Party can initiate negotiations to a new
agreement.
22. EFFECTIVE DATE, TERM. AND TERMINATION
22.1 This Agreement shall be effective ten (10) days after approval by the
PUC of Nevada when it has determined that the Agreement complies with
Sections 251 and 252 of the Act ("Effective Date').
22.2 The initial term of this Agreement shall expire on October 25, 2000.
Absent the receipt by one Party of written notice from the other Party
at least sixty (60) days prior to the expiration of the Term to the
effect that such Party does not intend to extend the Term of this
Agreement, this Agreement shall automatically renew and remain in full
force and effect on and after the expiration of the Term until
terminated by either Party pursuant to Section 22.3, below.
22.3 Either Party may terminate this Agreement in the event that the other-
Party fails to perform a material obligation that disrupts the
operation of either Party's network and/or End User service and fails
to cure such material nonperformance within forty-five (45) days after
written notice thereof
22.4 If pursuant to Section 22.2, above, this Agreement continues in full
force and effect after the expiration of the Term, either Party may
terminate. this Agreement ninety (90) days after delivering written
notice to the other Party of its intention to terminate this Agreement,
subject to Section 22.5, below. Neither Party shall have any liability
to the other Party for termination of this Agreement pursuant to this
Section 22.4 other than its obligations under Section 22.5, below.
<PAGE>
22.5 Upon termination or expiration of this Agreement in accordance
with this Section 22, above:
(a) each Party shall comply immediately with its obligations set forth in
Section 30.6, below; and
(b) each Party shall promptly pay all amounts (including any late payment
charges) owed under this Agreement; and
(c) each Party's indemnification obligations shall survive.
22.6 If upon expiration or termination the Parties are negotiating
a successor agreement, during such period each Party shall
continue to perform its obligations and provide the services
described herein that are to be included in the successor
agreement until such time as the latter agreement becomes
effective; provided however, that if the Parties are unable to
reach agreement within six (6) months after termination or
expiration of this Agreement, either Party has the right to
submit this matter to the Commission for resolution. Until a
survivor agreement is reached or the Commission resolves the
matter, whichever is sooner, the terms, conditions, rates, and
charges stated herein will continue to apply, subject to a
true-up based on the Commission action, if any.
22.7 No remedy set forth in this Agreement is intended to be
exclusive and each and every remedy shall be cumulative and in
addition to any other rights or remedies now or hereafter
existing under applicable law or otherwise.
23. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAYES OR
RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICES, FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY
THIS AGREEMENT AND THE PARTIES DISCLAIM THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY,
NEITHER NEVADA NOR CLEC ASSUMES RESPONS113ELITY WITH REGARD TO THE
CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY THE OTHER WHEN THIS DATA
OR INFORMATION IS ACCESSED AND USED BY A THIRD PARTY.
24. CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION
Each Party will abide by applicable state or federal laws and
regulations in obtaining End User authorization prior to changing End
User's local service provider to itself and in assuming responsibility
for any applicable charges as specified in Section 258(b) of the
<PAGE>
Telecommunications Act of 1996. CLEC shall make authorization available
to NEVADA upon request and at no charge. Only an End User can initiate
a challenge to a change in its local exchange service provider. If an
End User notifies NEVADA or CLEC that the End User requests local
exchange service, the Party receiving such request shall be free to
immediately provide service to such End User. When an End User changes
or withdraws authorization, each Party shall release customer-specific
facilities in accordance with the End User's direction or the End
User's authorized agent. Further, when an End User abandons the
premise, NEVADA is free to reclaim the unbundled network element
facilities for use by another customer and is free to issue service
orders required to reclaim such facilities.
25. SEVERABILITY
25.1 The Parties negotiated the services, arrangements,
Interconnection, terms and conditions of this Agreement as a
total arrangement and it is intended to be nonseverable,
subject only to Section 30.16 of this Agreement.
25.2 In the event the Commission, the FCC, or a court rejects any
portion or determines that any provision of this Agreement is
contrary to law, or is invalid or unenforceable for any
reason, the Parties shall continue to be bound by the terms of
this Agreement, insofar as possible, except for the portion
rejected or determined to be unlawful, invalid, or
unenforceable. In such event, the Parties shall negotiate in
good faith to replace the rejected, unlawful, invalid, or
unenforceable provision and shall not discontinue service to
the other Party during such period if to do so would disrupt
existing service being provided to an End User. Nothing in
this Agreement shall be construed as requiring or permitting
either Party to contravene any mandatory requirement of
federal or state law, or any regulations or orders adopted
pursuant to such law.
26. INTELLECTUAL PROPERTY
CLEC as the provider of the Unbundled Network Elements will provide all
features, functions, and capabilities of the individual elements.
NEVADA will provide a list of all vendors/licensors applicable to the
subject Unbundled Network Element(s) (which vendors have provided
NEVADA a software license) within seven (7) days of a request for such
a list by CLEC. NEVADA agrees to use its best efforts to facilitate the
obtaining of any necessary license or right to use agreement. NEVADA
makes no warranties, express or implied, concerning CLEC's (or any
third party's) rights with the respect to use of intellectual property
(including without limitation, patent, copyright, and trade secret
rights). NEVADA reserves the right to amend the Intellectual Property
provision of this Agreement to reflect the FCC ruling (and any appeal
therefrom) in CC Docket No. 96-98 (File No. CCBPol 97-4), In the Matter
of Petition of MCI for Declaratory Ruling.
<PAGE>
27. INDEMNIFICATION
27.1 Except as otherwise provided herein or in specific appendices,
each Party shall be responsible only for service(s) and
facility(ies) which are provided by that Party, its authorized
agents, subcontractors, or others retained by such parties,
and neither Party shall bear any responsibility for the
service(s) and facility(ies) provided by the other Party, its
agents, subcontractors, or others retained by such parties.
27.2 Except as otherwise provided herein or in specific appendices,
and to the extent not prohibited by law and not otherwise
controlled by tariff, each Party (the "Indemnifying Party")
shall defend and indemnify the other Party (the "Indemnified
Party) and hold such Indemnified Party harmless against any
loss to a third party arising out of the negligence or willful
misconduct by such Indemnifying Party, its agents, its End
User, contractors, or others retained by such parties, in
connection with the indemnifying provision of services or
functions under this Agreement.
27.3 In the case of any loss alleged or made by an End User of
either Party, the Party whose End User alleged or made such
loss ("Indemnifying Party") shall defend and indemnify the
other Party ("Indemnified Party") against any and all such
claims or loss by its End Users regardless of whether the
underlying service was provided or unbundled element was
provisioned by the Indemnified Party, unless the loss was
caused by the gross negligence or intentional misconduct of
the other ("Indemnified") Party.
27.4 CLEC agrees to indemnify, defend and hold harmless NEVADA and
Pacific Bell from any loss arising out of NEVADA's or Pacific
Bell's provision of 911 services or out of CLECs End Users'
use of the 911 service, whether suffered, made, instituted, or
asserted by CLEC or its End Users, including for any personal
injury or death of any person or persons, except for loss
which is the direct result of NEVADA's or Pacific Bell's own
negligence or willful misconduct.
27.5 NEVADA shall not be liable for damages to an End User's
premises resulting from the furnishing of unbundled elements,
including the installation and removal of equipment and
associated wiring, unless the damage is caused by NEVADA's
negligence or willful misconduct. NEVADA does not guarantee or
make any warranty with respect to unbundled elements when used
in an explosive atmosphere.
27.6 Each Party shall be indemnified, defended and held harmless by
the other Party against any loss arising from a Party's use of
services or elements provided under this Agreement involving:
<PAGE>
(a) tort claims, including claims for libel;
(b) slander;
(c) invasion of privacy; or
(d) infringement of copyright arising from a Party's own communications or
the communications of its End Users.
This includes, but is not limited to, suits arising from disclosure of any
customerspecific information associated with either the originating or
terminating numbers used to provision unbundled elements provided hereunder or
all other claims arising out of any act or omission of the End User in the
course of using services or functions provided pursuant to this Agreement.
27.7 The Indemnifying Party agrees to defend any suit brought against the
Indemnified Party for any loss identified in this Section or specific
appendices. The Indemnified Party agrees to notify the Indemnifying
Party promptly in writing of any written claims, lawsuits or demands
for which the Indemnifying Party may be responsible under this
Agreement. The Indemnified Party shall cooperate in every reasonable
way to facilitate defense or settlement. The Indemnifying Party -shall
have the right to control and conduct the defense and settlement of any
action or claim subject to the consultation of the Indemnified Party.
The Indemnifying Party shall not be responsible for any settlement
unless the Indemnifying Party approved such settlement in advance and
agrees to be bound by the settlement agreement.
27.8 CLEC acknowledges that its right under this contract to interconnect
with NEVADA's network and to unbundle and/or combine NEVADA's network
elements (including combining with CLEC's network elements) may be
subject to or limited by intellectual property (including, without
limitation, patent, copyright, and trade secret rights) and contract
rights of third parties. It is the sole obligation of CLEC to obtain
any consents, authorizations, or licenses under intellectual property
or proprietary rights held by third parties that may be necessary for
its use of NEVADA network facilities under this Agreement. NEVADA
hereby conveys no licenses to use such intellectual property rights and
makes no warranties, express or implied, concerning CLEC's (or any
third party's) rights with respect to such intellectual property and
contract rights, including, without limitation, whether such rights
will be violated by such interconnection or unbundling and/or combining
of elements (including combining with CLEC's network elements) in
NEVADA's network. NEVADA does not and shall not indemnify or defend,
nor be responsible for indemnifying or defending CLEC for any liability
losses, claims, costs, damages, demand, penalties, or other expenses
arising out of, caused by, or relating to CLEC's interconnection with
NEVADA's network and
<PAGE>
unbundling and/or combining NEVADA's network elements (including combining with
CLEC's network elements).
27.9 CLEC agrees to indemnify and hold NEVADA harmless from and against all
liability, losses, claims, costs, damages, demand, penalties, or other
expenses, including but not limited to costs of litigation and
reasonable attorneys fees, arising out of, caused by, or relating to
any real or potential claim, demand, or action that CLEC's
interconnection with NEVADA's network, or CLEC's use of services or
functions offered hereunder, or unbundling and/or combining of NEVADA's
network elements (including combining with CLEC's network elements)
violates or infringes upon any intellectual property rights of any
third party or constitutes a breach of contract. CLEC shall notify
NEVADA in writing within ten (10) days after CLEC receives notification
of any claim or suit subject to this provision. NEVADA shall undertake
and control the defense and settlement of any such claim or suit and
CLEC shall cooperate fully with NEVADA in connection herewith. In no
event shall NEVADA be liable for any consequential damages or loss of
profits which CLEC may suffer arising out of same.
27.10 CLEC shall reimburse NEVADA for damages to NEVADA facilities
utilized to provide unbundled elements hereunder caused by the
negligence or willful act of CLEC or resulting from CLEC's
improper use of NEVADA facilities, or due to malfunction of
any facilities or equipment provided by other than NEVADA.
Nothing in the foregoing provision shall be interpreted to
hold one CLEC liable for another local service provider or End
User's actions. Upon reimbursement for damages, NEVADA will
cooperate with CLEC in prosecuting a claim against the person
causing such damage. CLEC shall be subrogated to the right of
recovery by NEVADA for the damages to the extent of such
payment.
28. LIMITATION OF LIABILITY
28.1 Except for indemnity obligations under this Agreement, or except as
otherwise provided in specific appendices, 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 under this Agreement,
whether in contract or tort, shall not exceed in total the amount
NEVADA or CLEC has to or would have charged the other Party for the
affected service(s) or function(s) which were not performed or were
otherwise improperly performed.
28.2 Except for losses alleged or made by an End User of either Party, or
except as otherwise provided in specific appendices, in the case of any
loss alleged or made by a third party arising under the negligence or
willful misconduct of both Parties, each Party shall bear, and its
obligation under this section shall be limited to, that portion (as
mutually agreed to by the Parties) of the resulting expense caused by
<PAGE>
its own negligence or willful misconduct or that of its agents, servants,
contractors, or others acting in aid or concert with it.
28.3 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 under this Agreement 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 attorney's fees) and Consequential Damages of such
third party.
29. REGULATORY APPROVAL
29.1 The Parties understand and agree that this Agreement will be filed with
the Commission and may thereafter be filed with the FCC. The Parties
believe in good faith and agree that the services to be provided under
this Agreement satisfy the specifically mentioned sections of the Act
and are in the public interest. Each Party covenants and agrees to
fully support approval of this Agreement by the Commission or the FCC
under Section 252 of the Act without modification.
29.2 The Parties agree that the performance of the terms of this
Agreement will satisfy NEVADA's obligation to provide
Interconnection under Section 251 of the Act, and the
requirements of the Competitive Checklist, under Section 271
of the Act. CLEC represents that it is, or intends to become,
a provider of Telephone Exchange Service to residential and
business subscribers offered exclusively over its own
Telephone Exchange Service facilities or predominantly over
its own Telephone Exchange Service facilities in combination
with the use of unbundled Network Elements purchased from
another entity and the resale of the Telecommunications
Services of other carriers.
30. MISCELLANEOUS
30.1 Authorization
30.1.1 NEVADA is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has full power and
authority to execute and deliver this Agreement and to perform the
obligations hereunder.
30-1.2 CLEC is a corporation duly organized, validly existing and in good
standing under the laws of the State of California and has full power
and
<PAGE>
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
30.2 Compliance and Certification
30.2.1 Each Party shall comply with all federal, state, and local laws, rules,
and regulations applicable to its performance under this Agreement.
30.2.2 Each Party wan-ants that it has obtained all necessary state
certification required in those states in which it has ordered services
from the other Party pursuant to this Agreement. Upon request by any
state governmental entity, each Party shall provide proof of
certification.
30.2.3 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
("CALEA"). Each Party shall indemnify and hold the other Party
harmless from any and all penalties imposed upon the other
Party for such noncompliance and shall at the non-compliant
Party's sole cost and expense, modify or replace any
equipment, facilities or services provided to the other Party
under this Agreement to ensure that such equipment, facilities
and services fully comply with CALEA.
30.3 Law Enforcement
NEVADA and CLEC shall handle law enforcement requests as follows:
(a) Intercept Devices:
------------------------
Local and federal law enforcement agencies periodically request
information or assistance from local telephone service providers. When
either Party receives a request associated with an End User of the
other Party, it shall refer such request to the Party that serves such
End User, unless the request directs the receiving Party to attach a
pen register, trapand-trace or form of intercept on the Party's
facilities, in which case that Party shall comply with any valid
request.
(b) Subpoenas:
----------------
If a Party receives a subpoena for information concerning an End User the Party
knows to be an End User of the other Party, it shall refer the subpoena to the
requesting party with an indication that the other Party is the responsible
company, unless the subpoena requests records for a period
<PAGE>
of time during which the Party was the End User's service
provider, in which case the Party will respond to any valid
request.
(c) Emergencies:
If a Party receives a request from a law enforcement agency
for temporary number change, temporary disconnect, or one-way
denial of outbound calls for an End User of the other Party by
the receiving Party's switch, that Party will comply with a
valid emergency request. However, neither Party shall be held
liable for any claims or damages arising from compliance with
such requests on behalf of the other Party's End User and the
Party serving such End User agrees to indemnify and hold the
other Party harmless against any and all such claims.
30.4 Independent Contractor
Each Party and each Party's contractor shall be solely responsible for
the withholding or payment of all applicable federal, state and local
income taxes" social security taxes and other payroll taxes with
respect to its employees, as well as any taxes, contributions or other
obligations imposed by applicable state unemployment or workers'
compensation acts. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
30.5 Force Mai eure
Neither Party shall be liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its control and
without its fault or negligence including, without limitation, acts of
nature, acts of civil or military authority, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, work stoppages,
equipment failure, cable cuts, 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 In such event, the Party affected shall, upon giving prompt
notice to the other Party, be excused from such performance on a
day-to-day basis to the extent of such interference (and the other
Party shall likewise be excused from performance of its obligations on
a day-for-day basis to the extent such Party's obligations related to
the performance so interfered with). The affected Party shall use its
best efforts to avoid or remove the cause of nonperformance and both
Parties shall proceed to perform with dispatch once the causes are
removed or cease.
<PAGE>
30.6 Confidentiality
30.6.1 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 (the "Disclosing Party") to the other Party
(the "Receiving Party") dealing with customer-specific, facility
specific, or usage-specific information, other than customer
information communicated for the purpose of publication or directory
database inclusion, 911, call processing, billing or settlement or as
otherwise mutually agreed upon; or
(b) in written, graphic, electromagnetic, or other tangible form and
marked at the time of delivery as "Confidential" or "Proprietary;";
or
(c) communicated orally and declared to the Receiving Party at the
time of delivery, or by written notice given to the Receiving
Party within ten (10) days after declaration to be
"Confidential" or "Proprietary" (collectively referred to as
"Proprietary Information"), shall remain the property of the
Disclosing Party.
30.6.2 Upon request by the Disclosing Party, the Receiving Party shall return
all tangible copies of Proprietary Information, whether written,
graphic, or otherwise. In the event of the expiration or termination of
this Agreement for any reason whatsoever, each Party shall return to
the other Party or destroy all Proprietary Information and other
documents, work papers and other material (including all copies
thereof) obtained from the other Party in connection with this
Agreement.
30.6.3 Each Party shall keep all the other Party's Proprietary Information
confidential in the same mariner in which it keeps its own Proprietary
Information confidential, and shall use the other Party's Proprietary
Information only for performing the covenants contained in the
Agreement -and shall disclose such Proprietary Information only to
those employees, contractors, agents or Affiliates who have a need to
know. 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.
<PAGE>
30.6.4 Unless otherwise agreed, the obligations of confidentiality and nonuse
set forth in the Agreement do not apply to such Proprietary Information
that:
(a) was at the time of receipt, already known to the Receiving Party,
free of any obligation to keep confidential and evidenced by
written records prepared prior to delivery by the Disclosing Party;
(b) is, or becomes publicly known through no wrongful act of the
receiving Party;
(c) is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the Disclosing
Party with respect to such information;
(d) is independently developed by an employee, agent, or contractor of
the Receiving Party which individual is not involved in any manner with
the provision of services pursuant to the Agreement and does not have
any direct or indirect access to the Proprietary Information;
(e) is disclosed to a third person by the Disclosing Party without
similar restrictions on such third person's rights;
(f) is approved for release by written authorization of the Disclosing
Party
(g) is required to be made public by the Receiving Party pursuant to
applicable law or regulation provided that the Receiving Party shall
provide the Disclosing Party with written notice of such requirement as
soon as possible and prior to such disclosure. The Disclosing Party may
then either seek appropriate protective relief from all or part of such
requirement or, if it fails to successfully do so, it shall be deemed
to have waived the Receiving Party's compliance with Section 30.6 with
respect to all or part of such requirement. The Receiving Party shall
use all commercially reasonable efforts to cooperate with the
Disclosing Party in attempting to obtain any protective relief which
such Disclosing Party chooses to obtain. Notwithstanding the foregoing,
NEVADA shall be entitled to disclose confidential information on a
confidential basis to regulatory agencies upon request for information
as to NEVADA's activities under the Act.
30.6.5 Notwithstanding any other provision of this Agreement, the Proprietary
Information provisions of this Agreement shall apply to all information
<PAGE>
furnished by either Party to the other in furtherance of the
purpose of this Agreement, even if furnished before the date
of this Agreement.
30.6.6 Pursuant to Section 222(b) of the Act, both Parties agree to
limit their use of Proprietary Information received from the
other to the permitted purposed identified in the Act.
30.7 Governing Law
For all claims under this Agreement that are based upon issues within
the jurisdiction (primary or otherwise) of the FCC, the exclusive
jurisdiction and remedy for all such claims shall be as provided for by
the FCC and the Act. For all claims under this Agreement that are based
upon issues within the jurisdiction (primary or otherwise) of the
Commission, the exclusive jurisdiction for all such claims shall be
with such Commission, and the exclusive remedy for such claims shall be
as provided for by such Commission. In all other respects, this
Agreement shall be governed by the domestic laws of the State of Nevada
with-out reference to conflict of law provisions.
30.8 Taxes
30.8.1 Each Party purchasing services hereunder shall pay or
otherwise be responsible for all federal, state, or local
sales, use, excise, gross receipts, transaction or similar
taxes, fees, or surcharges (hereinafter "Tax") imposed on or
with respect to the services provided by or to such Party,
except for any Tax on either Party's corporate existence,
status, or income. Whenever possible, these amounts shall be
billed as a separate item on the invoice. To the extent a
sale is claimed to be for resale tax exemption, the
purchasing Party shall furnish the providing Party a proper
resale tax exemption certificate as authorized or required
by statute or regulation by the jurisdiction providing said
resale tax exemption. Failure to timely provide said resale
tax exemption certificate will result in no exemption being
available to the purchasing Party until such time as the
purchasing Party presents a valid certificate.
30.8.2 With respect to any purchase of services, facilities or other
arrangements, if any Tax is required or permitted by
applicable law to be collected from the purchasing Party by
the providing Party, then:
(a) the providing Party shall bill the purchasing Party for such
Tax;
(b) the purchasing Party shall remit such Tax to the providing
Party; and
<PAGE>
(c) the providing Party shall remit such collected Tax to the
applicable
taxing authority.
30.8.3 With respect to any purchase hereunder of services, facilities or
arrangements that are resold to a third party, if any Tax is imposed
by applicable law on the End User in connection with any such
purchase, then:
(a) the purchasing Party shall be required to impose and/or collect
such Tax from the End Useq and
(b) the purchasing Party shall remit such Tax to the applicable taxing
authority.
The purchasing Party agrees to indemnify and hold harmless the providing Party
on an after-tax basis for- any costs incurred by the providing Party as a result
of actions taken by the applicable taxing authority to collect the Tax from the
providing Party due to the failure of the purchasing Party to pay or collect and
remit such tax to such authority.
30.8.4 If the providing Party fails to collect any Tax as required herein,
then, as between the providing Party and the purchasing Party:
(a) the purchasing Party shall remain liable for such uncollected Tax;
and
(b) the providing Party shall be liable for any penalty and interest
assessed with respect to such uncollected Tax by such authority.
However, if the purchasing Party fails to pay any taxes properly billed, then,
as between the providing Party and the purchasing Party, the purchasing Party
will be solely responsible for payment of the taxes, penalty and interest.
30.8.5 If the purchasing Party fails to: impose and/or collect any Tax from
End Users as required herein, then; a.& between the providing Party
and the purchasing Party, the purchasing Party shall remain liable for
such uncollected Tax and any interest and penalty assessed thereon
with respect to the uncollected Tax by the applicable taxing
authority. With respect to any Tax that the purchasing Party has
agreed to pay or impose on and/or collect from End Users, the
purchasing Party agrees to indemnify and hold harmless the providing
Party on an after-tax basis for any costs incurred by the providing
Party as a result of actions taken by the applicable taxing
<PAGE>
authority to collect the Tax from the providing Party due to
the failure of the purchasing Party to pay or collect and
remit such Tax to such authority.
30.9 Non-Assignment
Each Party covenants that, if it sells or otherwise transfers to a
third party its Telephone Exchange and Switched Access network
facilities within any territory within which NEVADA is an Incumbent
Local Exchange Carrier as of the date of this Agreement ("NEVADA's
Territory"), or any portion thereof, to a third party, it will require
as a condition of such transfer that the transferee agree to be bound
by this Agreement with respect to services provided over the
transferred facilities. Except as provided in this paragraph, neither
Party may assign or transfer (whether by operation of law or otherwise)
this Agreement (or any rights or obligations hereunder) to a third
party without the prior written consent of the other Party; provided
that each Party may assign this Agreement to a corporate Affiliate or
an entity under its common control or an entity acquiring all or
substantially all of its assets or equity by providing prompt written
notice to the other Party of such assignment or transfer. Any attempted
assignment or transfer that is not permitted is void ab initio. Without
limiting the generality of the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the Parties' respective
successors and assigns.
30.10 Non-Waiver
Failure of either Party to insist on performance of any term or
condition of this Agreement or to exercise any right or privilege
hereunder shall not be construed as a continuing or future waiver of
such term, condition, right or privilege.
30.11 Audits
Each Party to this Agreement will be responsible for the accuracy and quality of
its data as submitted to the respective Parties involved.
30.11.1 Upon reasonable written notice and at its own expense, each Party or
its authorized representative (providing such authorized
representative does not have a conflict of interest related to other
matters before one of the Parties) shall have the right to conduct
an audit of the other Party to give assurances of compliance with
the provisions of this Agreement; provided, that neither Party may
request more than two (2) such audits within any twelve (12) month
period. This includes on-site audits at the other Party's or the
Party's vendor locations. Each Party, whether or not in connection
with an audit, shall maintain reasonable records for a minimum of
twenty-four (24) months and provide the other Party with reasonable
access to such information as is necessary to determine
<PAGE>
amounts receivable or payable under this Agreement. Each
Party's right to access information for audit purposes is
limited to data not in excess of twenty-four (24) months in
age.
30.12 Disputed Amounts
30.12.1 No claims, under this Agreement or its Appendices, shall be brought
for disputed amounts more than twenty-four (24) months from the date
of occurrence which gives rise to the dispute. Under this Section
30.12, if any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute
between the Parties, the Party billed (the "Non-Paying Party") shall
within sixty (60) days of its receipt of the invoice containing such
disputed amount give notice to the Billing Party of the amounts it
disputes ("Disputed Amounts") and include in such notice the
specific details and reasons for disputing each item. The Non-Paying
Party shall pay when due:
(a) all undisputed amounts to the Billing Party; and
(b) all Disputed Amounts to the Billing Party.
30.12.2 If the Parties are unable to resolve the issues related to the
Disputed Amounts in the normal course of business within sixty (60)
days after delivery to the Billing Party of notice of the Disputed
Amounts, each of the Parties shall appoint a designated
representative who has authority to settle the dispute and who is at
a higher level of management than the persons with direct
responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem
necessary in order to discuss the dispute and negotiate in good
faith in an effort to resolve such dispute.
30-12.3 If the Parties are unable to resolve issues related to the Disputed
Amounts within forty-five (45) days after the Parties' appointment
of designated representatives pursuant to Section 30.12.2, above,
then either Party may file a complaint with the Commission to
resolve such issues or proceed with any other remedy pursuant to law
or equity.
30.12.4 The Parties agree that all negotiations pursuant to this Section
30.12 shall remain confidential and shall be treated as compromise
and settlement negotiations for purposes of the Federal Rules of
Evidence and state rules of evidence.
30.12.5 Any undisputed amounts not paid when due shall accrue interest from the
date such amounts were due at the lesser of.
<PAGE>
(a) one and one-half percent (1-1/2%) per month; or
(b) the highest rate of interest that may be charged under applicable law.
30.13 Dispute Resolution
30.13.1 No claims shall be brought for disputes arising under this
Agreement or its Appendices more than twenty-four (24)
months from the date of occurrence which gives rise to the
dispute.
30.13.2 For disputes other than disputed amounts under this
Agreement or its Appendices, each Party shall appoint a
designated representative as set forth in Section 30.12.2,
above, and if unable to resolve the dispute, proceed as set
forth in Section 30.12.3, above.
30.14 Notices
Any notice to a Party required or permitted under this Agreement shall
be in writing and shall be deemed to have been received on the date of
service if served personally; on the date receipt is acknowledged in
writing by the recipient if delivered by regular mail; or on the date
stated on the receipt if delivered by certified or registered mail or
by a courier service that obtains a written receipt. Notice may also be
provided by facsimile, which shall be effective on the next Business
Day following the date of transmission as reflected in the facsimile
confirmation sheet. "Business Day" shall mean Monday through Friday,
NEVADA/CLEC holidays excepted. Any notice shall be delivered using one
of the alternatives mentioned in this section and shall be directed to
the applicable address indicated below or such address as the Party to
be notified has designated by giving notice in compliance with this
section.
NOTICE CONTACT CLEC CONTACT NEVADA CONTACT
NAME/TITLE John Sumpter, Vice Account Manager
President Regulatory LPAT
STREET ADDRESS 4210 Coronado Ave. 370 3rd Street, Room 716
CITY, STATE, ZIP CODE Stockton, CA 95204 San Francisco, CA
94107
TELEPHONE NUMBER
FAX NUMBER
<PAGE>
30.15 Publicity and Use of Trademarks or Service Marks
34-15.1 The Parties agree not to use in any advertising or sales promotion,
press releases, or other publicity matters any endorsements, direct
or indirect quotes, or pictures implying endorsement by the other
Party or any of its employees without such Party's prior written
approval. The Parties will submit to each other for written approval,
prior to publication, all publicity matters that mention or display
one another's name and/or marks or contain language from which a
connection to said name and/or marks may be inferred or implied; the
Party to whom a request is directed shall respond promptly. Nothing
herein, however, shall be construed as preventing either Party from
publicly stating the fact that it has executed this Agreement with
the other Party.
30.15.2 Nothing in this Agreement shall grant, suggest, or imply any
authority for one Party to use the name, trademarks, service
marks, or trade names of the other for commercial purposes
without prior written approval.
30.16 Section 252(i) Obligations
If either Party enters into an agreement (the "Other Agreement") approved by the
Commission or FCC pursuant to Section 252 of the Act (regardless of whether the
approved agreement was negotiated or arbitrated) which provides for the
provision of arrangements covered in this Agreement to another requesting
Telecommunications Carrier, including an Affiliate, such Party shall make
available to the other Party such arrangements upon the same rates, terms and
conditions as those provided in the Other Agreement. At its sole option, the
other Party may avail itself of either:
30.16.1 the Other Agreement in its entirety; or
30.16.2 the prices, terms and conditions of the Other Agreement that directly
relate to any of the following duties as a whole:
(a) Interconnection - Section 25 1 (c)(2); 252(d)(1); and
271(c)(2)(B)(i) of the Act; or
(b) Switched Access - Section 251(c)(2) and 271(c)(2)(B)(ii) of the
Act; or
(c) Unbundling - Section 251(c)(3) and 271(c)(2)(B)(ii) of the Act;
or
<PAGE>
(d) Resale - Section 25 1 (c)(4) and 27 1 (c)(2)(B)(xiv) of the Act; or
(e) Collocation - Section 25 1 (c)(6) and 27 1 (c)(2)(B)(i) of the Act; or
(f) Number Portability - Section 251(b)(2) and 271(c)(2)(B)(xi) of
the Act; or
(g) Database Access - Section 271(c)(2)(B)(x) of the Act; or
(h) Access to Rights of Way - Section 251(b)(4) and 271(c)(2)(B)(iii) of
the Act; or
(i) Operator Services - Section 271 (c)(2)(B)(vii)(P; or
0) Directory Assistance - Section 27 1 (c)(2)(B)(vii)(II).
30.17 Joint Work Product
This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be
fairly interpreted in accordance with its terms and, in the event of
any ambiguities, no inferences shall be drawn against either Party.
30.18 Intervening Law
This Agreement is entered into as a result of both private negotiation
between the Parties and the incorporation of some of the results of
arbitration by the Public Utilities Commission of Nevada. If the
actions of the State of Nevada or federal legislative bodies, courts,
or regulatory agencies of competent jurisdiction invalidate, modify, or
stay the enforcement of laws or regulations that were the basis for a
provision of the contract, the affected provision shall be invalidated,
modified, or stayed, consistent with the action of the legislative
body, court, or regulatory agency. In such event, the Parties shall
expend diligent efforts to arrive at an agreement respecting the
modifications to the Agreement. If negotiations fail, disputes between
the Parties concerning the interpretation of the actions required or
provisions affected by such governmental actions shall be resolved
pursuant to the dispute resolution process provided for in this
Agreement.
30.19 No Third Party Beneficiaries; Disclaimer of Agency
This Agreement is for the sole benefit of the Parties and their permitted
assigns, and nothing herein express or implied shall create or be construed to
create any third-party beneficiary rights hereunder. Except for provisions
herein expressly authorizing a Party to act for another, nothing in this
Agreement shall constitute a
<PAGE>
Party as a legal representative or agent of the other Party, nor shall
a Party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or
in the name or on behalf of the other Party unless otherwise expressly
permitted by such other Party. Except as otherwise expressly provided
in this Agreement, no Party undertakes to perform any obligation of the
other Party, whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's business.
30.20 No License
No license under patents, copyrights or any other intellectual property
right (other than the limited license to use consistent with the terms,
conditions and restrictions of this Agreement) is granted by either
Party or shall be implied or arise by estoppel with respect to any
transactions contemplated under this Agreement.
30.21 Survival
The Parties' obligations under this Agreement which by their nature are
intended to continue beyond the termination or expiration of this
Agreement shall survive the termination or expiration of this
Agreement.
30-22 Scope of Agreement
This Agreement is intended to describe and enable specific
Interconnection and compensation arrangements between the Parties. This
Agreement does not obligate either Party to provide arrangements not
specifically provided herein.
30.23 Entire Agreement
The terms contained in this Agreement and any Schedules, Exhibits, Appendices,
tariffs and other documents or instruments referred to herein, which are
incorporated into this Agreement by this reference, constitute the entire
agreement between the Parties with respect to the subject matter hereof
superseding all prior understandings, proposals and other communications, oral
or written. Neither Party shall be bound by any preprinted terms additional to
or different from those in this Agreement that may appear subsequently in the
other Party's form documents, purchase orders, quotations, acknowledgments,
invoices or other communications. This Agreement may only be modified in writing
signed by an officer of each Party.
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of this 25th day of
Pac-West Telecomm, Inc. *Nevada Bell
By its agent, SBC Communications. Inc.
AECN/OCN
Signature: Signature: Sandy Ke
Name: Richard Bryson Name: Sandy Kinney
(Print or Type) (Print or Type)
Title: e n a A ci Title: President - Industry Markets
(Print or Type)
This Agreement is entered into pursuant to an arbitration order of the Nevada
Public Utility Commission, Docket No. 99-1007, Order Adopting Revised
Arbitration Decision, April 12, 1999. It contains provisions with which Nevada
Bell does not agree and as to which there was and is no meeting of the minds of
the parties. In particular, there was and is no agreement that Internet traffic
would be subject to reciprocal compensation as Local Traffic under this
agreement. The FCC has repeatedly asserted its interstate jurisdiction over
Internet traffic, including as recently as in its Declaratory Ruling in CC
Docket 96-98, released February 26, 1999, in which the FCC expressly confirmed
that Internet bound traffic is non-local interstate traffic. For this reason,
Nevada Bell believes that Internet traffic is excluded from this Agreement and
is not subject to reciprocal compensation. Nevada Bell fully reserves it rights
on this issue. Nevada Bell believes it is entitled, under this Agreement, to
receive access charges for facilities used in the carriage of traffic originated
in a local calling area but transported beyond that local calling area to
centralized modem locations in Nevada by a toll-free incoming service,
including, but not limited to, 800 service, 800-like service and foreign
exchange-like service.
**Pac-West disagrees with Nevada Bell's characterization of both this agreement
and the FCC's ruling on the issues regarding telephone calls terminating on the
Internet. Pac-West disagrees with Nevada Bell's characterization of the impact
of the FCC's ruling on this agreement. This agreement speaks for itself. The
addendum to the Pacific Bell signature has no bearing on the fashion in which
the respective rights of the parties to this agreement are determined.
<PAGE>
APPENDIX AIN
<PAGE>
TABLE OF CONTENTS
1. SERVICE .....................................................I
-------------------------------------------------------------
1.2 Access to NEVADA's SCE ...................................I
----------------------------------------------------------
(a) Option I . .........................................I
---------
(b) Option 2 . ............................................I
---------
(c) Option 3 . ..........................................I
---------
<PAGE>
APPENDIX AIN
AIN CALL RELATED DATABASE
1. SERVICE
Advanced Intelligent Network ("AIN") is a Network Architecture that uses
distributed intelligence in centralized databases to control call processing and
manage network information, rather than performing those functions in every
switch.
At such time as NEVADA deploys AIN in its network, the following provisions will
apply:
1.1 NEVADA will provide CLEC access to NEVADA's Service Creation
Environment ("SCE") to design, create, test, and deploy AIN-based
features. All AIN services will require testing in Pacific Bell's AIN
laboratory prior to deployment into the network. Testing will ensure
compatibility with NEVADA's network nodes and interaction with other
AIN, 800/888 and LIDB services. Testing will validate billing of both
switched and database services and other switch-based features, and
ensure appropriate use of network resources.
1.2 Access to NEVADA's SCE
CLEC may choose among the following forms of access to NEVADA's SCE:
(a) Option I -
---------------
CLEC provides NEVADA with documentation and logic design for
the desired service. NEVADA personnel will operate the AIN SCE
terminal to create the service as described by CLEC.
(b) Option 2 -
---------------
CLEC personnel will operate NEVADA's SCE terminal themselves. Option 2
will be made available when partitioning of NEVADA's SCE is completed.
(c) Option 3 -
---------------
CLEC will develop service logic using CLEC's Bellcore SPACE platform
and will transfer the file to NEVADA for testing and deployment. The
CLEC SPACE platform must be generically compatible with NEVADA'S
network.
1.3 When CLEC utilizes NEVADA's Local Switching network element and requests
NEVADA to provision such network element with an AIN trigger which has
been tested in NEVADA's network, NEVADA will provide access to the
appropriate
<PAGE>
AIN Call-Related Database residing in NEVADA's SCP for the purpose of invoking
either an unbundled NEVADA AIN feature or a CLEC-developed AIN feature as per
Section 1. 1 above.
1.4 When CLEC utilizes NEVADA's Resold Exchange Lines and requests NEVADA
to provision such lines with an AIN trigger which has been tested in
NEVADA's network, NEVADA will provide access to the appropriate AIN
Call-Related Database residing in NEVADA's SCP for the purpose of
invoking a Carrierdeveloped AIN feature as per Section 1. 1.
1.5 When CLEC utilizes its own switch, NEVADA will provide access to the
appropriate AIN Call-Related Database residing in NEVADA's SCP for the
purpose of invoking either NEVADA's unbundled AIN feature or a CLEC
developed AIN feature as per Section 1. 1. CLEC access to NEVADA's AIN
databases will be via interconnection at NEVADA's regional or NEVADA's
local STPs consistent with existing network interface specifications
and using messages conforming with Bellcore's Technical References
TR-NWT-001284 and TR- NWT-001285. The requirements for these messages
may be modified by AIN access mediation (specifications not yet
available).
1.6 NEVADA will provide access to AIN Call-Related Databases in a
nondiscriminatory and competitively neutral manner. Any mediation,
static or dynamic will only provide network reliability, protection,
security and network management functions consistent with the access
service provided. Any network management controls found necessary to
protect the AIN SCP from an overload condition will be applied based on
non-discriminatory guidelines and procedures. Such management controls
will be applied to the specific problem source, wherever that source
is, including NEVADA, and not to all services unless a problem source
cannot be identified.
1.7 As requested by CLEC, NEVADA will provide specifications and
information reasonably necessary for CLEC to utilize NEVADA's SCE as
provided above.
1.8 NEVADA will partition and take reasonable steps to protect CLEC service
logic and data from unauthorized access, execution, or other types of
compromise, where technically feasible.
1.9 NEVADA will provide CLEC with access to NEVADA's Service Management
Systems ("SMS") allowing CLEC to update AIN service data residing in
NEVADA's AIN network for use on CLEC lines. Access to AIN Service
Management will be provided via electronic file transfer of CLEC data
to NEVADA for entry by NEVADA at one of NEVADA's AIN administrative
terminals as will be used by NEVADA for maintenance of AIN service and
subscriber data.
<PAGE>
APPENDIX BILATERAL
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Worksheet Current As Of.
Topic NEVADA Reference(s) CLEC Reference(s)
Notes Status
I Internetwork provisioning CLEC Handbook, Section 16.5, Provisions of
information and guidelines. LISA.
CLEC Handbook, Appendix F 1, CLEC ISR
Users' Guide.
Interconnection Agreement between and Nevada, _(date)
2 SS7 & other critical internetwork CLEC Operations Handbook-SS7, Section
compatibility testing. 16.7. 3, Pre-service & Protocol Testing.
CCS Network Interface, Section 6.3, Protocol Compatibility Testing.
----------------------
NOF Handbook, Section III, 3G, SS7
Compatibility Testing.
3 Special protocol implementation CCS Network Interface, Section 2.3, Interface
agreements. Protocol Messages.
TR-246, T 1. 114 (SCCP) & T1. 116 (SCCP); GR-317 and GR-394.
CCS Questionnaire, Section IV, D-2 Switch Parameters.
4 Diversity requirements. CCS Network Interface, Section 4. 1, Diversity Definition.
-----------
NOF Handbook, Section 111, 2D, Link Responsibilities - Diversity.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Topic NEVADA Reference(s) CLEC Reference(s)
Notes Status
5 Installation, maintenance CLEC Operations Handbook-LISA, Section
guidelines and responsibilities. 16.6.2, Responsibilities.
CLEC Operations Handbook-SS7, Section
16.7.2, Responsibilities.
6 Network security requirements. CLEC Operations HB-LISA, Section 16.6.11 &
.12, Call Trace (Emergency & Fraud).
7 Performance standards and LISA Interface Specification, Section 4,
service level agreements. Performance.
8 Specific versions/issues of CCS Network Interface, Section 1.4, Related
protocol or interface Documents.
specification.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
I Topic I NEVADA Reference(s) CLEC Reference(s)
Notes Status
9 Maintenance procedures, CLEC Operations Handbook-LISA, Section
including trouble reporting, 16.6.4, Maintenance
status, etc.
CLEC Operations Handbook-SS7, Section 16.7.4, Maintenance
10 Internetwork trouble resolution CLEC Operations HB-LISA, Section 16.6.4 &
and escalation procedures. .6, Sectionalization; Escalations.
CLEC Operations HB-SS7, Section 16.7.4
&.6, Sectionalization; Escalations.
Interconnection Agreement between
and Nevada, _ (date)
I I In-depth root cause analysis of S.I. 131 - Customer Service Quality Failure
significant failures. Report (Analysis).
12 Explicit forecasting information CLEC HB, Appendix C, Interconnection
re: direct and subtending traffic. Forecasts.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Topic NEVADA Reference(s) CLEC Reference(s)
No Status
13 Explicit expectations regarding CLEC Operations Handbook-SS7, Section
interoperabiliy testing 16.7.3, Protocol/Acceptance Tests.
CCS Network Interface, Section 6.3, Protocol
Compatibility Testing.
CLEC Operations Handbook-LISA, Section 16.6.3 Acceptance Tests.
-----------
14 Network management. CLEC Operations HB-LISA, Section 16.6.2, Network Management Guidelines.
-------------------
NOF Handbook, Section VI, Network Management Guidelines.
-----------
Interconnection Agreement between and Nevada, _ (date)
15 Operating procedures. CLEC Operations Handbook - LISA (all
sections).
CLEC Operations Handbook - SS7, (all
sections).
16 Routing and screening LISA Interface Specification, Section 2.2,
administration. Routing & Screening.
CCS Network Interface, Section 2.2, Routing &
Screening (MTP/SCCP).
Interconnection Agreement between
and Nevada, _(date)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Topic NEVADA Reference(s) CLEC Reference(s) Notes
/ Status
17 Synchronization design and CLEC Operations Handbook-SS7, Section
Company-wide coordinator(s). 16.7.3., Synchronization.
18 Performance requirements. LISA Interface Specification, Section 4,
Performance.
CCS Network Interface, Section 5, Performance
19 Responsibility assignment CLEC Operations Handbook - LISA
(testing, control, etc.). (throughout).
CLEC Operations Handbook - SS7,
(throughout).
Interconnection Agreement between and Nevada, _ (date)
20 Information sharing for analysis CLEC Oprs HB-LISA, Section 16.6.4 & 16.6.5
and problem identification. Sectionalization & Intercarrier Testing.
NOF Handbook, Section VII, Information Sharing.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Topic NEVADA Reference(s) CLEC Reference(s)
Notes Status
<S> <C> <C> <C> <C> <C> <C>
21 Network transition and service CLEC Operations Handbook-LISA, Section
rearrangement management, 16.6.3.7, Rearrangements.
CLEC Operations HB-SS7, Section 16.7.3,
Signaling Link Rearrangements.
CCS Questionnaire, Section 111, 2 Trunk Conversion Considerations.
22 Calling Party Number privacy CLEC HB-LISA, Section 16.5.6, Prerequisites,
management. Limitations &Restrictions.
Interconnection Agreement between and Nevada, _(date)
23 Traffic engineering design Interconnection Agreement between
criteria and capacity and Nevada, (date)
management.
24 Tones and announcements for CLEC Operations HB-LISA, Section 16.6.9,
unsuccessful call attempts. Tones and Announcements.
CCS Network Interface, Section 3.4, Tones and Announcements.
NO Handbook, Section III, Pg. 17, Tones and Announcements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Bilateral Agreement Template APPENDIX BILATERAL
Page 7 of 7
NEVADA/PAC-WEST TELECOMM, INC.
020999
Topic NEVADA Reference(s) CLEC Reference(s)
Notes Status
25 Mutual aid agreement(s). CLEC Handbook, Section 48, Emergency Preparedness.
-------------
Agreement between BOCs for National;
Security Emergency Preparedness.
Mutual Aid Agreement Among IEC and LEC
Carriers in Nevada ....
26 Emergency communications Emergency Preparedness &Response Program,
plan. Tab 4, Communications.
NOF Handbook, Section III, Pg. 16, Emergency Communications.
27 Billing records data exchange.
28 Pre-cutover internetwork trunk CCS Network Interface, Section 6.3, Protocol
testing. Compatibility Testing.
CLEC Operations HB-LISA, Secfion
16.6.3.,
Pre-Service/Acceptance Tests.
CLEC Operations HB-SS7, Section 16.7.3,
Protocol/Acceptance Tests.
</TABLE>
<PAGE>
APPENDIX DA
<PAGE>
NEVADA/PAC-W
TABLE OF CONTENTS
1. SERVICES ........................................................1
1.1 Directory Assistance ("DA ") ...................................1
----------------------------------------------------------------
1.2 Express Call Completion Service ("ECCS") .......................I
----------------------------------------------------------------
2. DEFINITIONS .....................................................1
-----------------------------------------------------------------
2.1 Non-Published Number ...........................................1
----------------------------------------------------------------
2.2 Published Number ...............................................1
----------------------------------------------------------------
2.3 Call Branding ..................................................1
----------------------------------------------------------------
3. CALL BRANDING AND RATE REFERENCE REQUIREMENTS ...................2
------------------------------------------------------------
3.1 Requirements ...................................................2
----------------------------------------------------------------
3.2 Call Branding ..................................................2
----------------------------------------------------------------
3.3 Directory Assistance ("DA) Rate/Reference Information ..........2
----------------------------------------------------------------
4. RESPONSIBILITIES OF THE PARTIES .................................2
------------------------
5. METHODS AND PRACTICES ...........................................3
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6. PRICING .........................................................4
7. MONTHLY BILLING ...............................................4
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8. LIABILITY ......................................................4
9. TERMS OF APPENDIX ..............................................4
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<PAGE>
APPENDIX DA
DIRECTORY ASSISTANCE SERVICE
This Appendix sets forth the terms and conditions under which Nevada Bell
("NEVADA") agrees to provide nondiscriminatory access to Directory Assistance
Services ("DA Services") to allow CLEC's End User's to obtain telephone numbers.
1. SERVICES
NEVADA -will provide the following DA Services:
1.1 Directory Assistance ("DA")
Consists of providing subscriber listing information (name,
address, and published telephone number) to CLEC's End Users
who dial NPA+555+1212 and whenever appropriate, performing
Non-Published service according to current NEVADA methods and
practices.
1.2 Express Call Completion Service ("ECCS")
An optional service where available, in which NEVADA completes
a call to the requested number on behalf of CLEC's End User,
utilizing an automated voice system or with operator
assistance. NEVADA agrees to provide DA with ECCS upon request
where available.
2. DEFINITIONS
The following terms are defined as set forth below:
2.1 Non-Published Number
A telephone number that, at the request of the telephone subscriber, is
neither published in a telephone directory nor provided by NEVADA's DA
operator.
2.2 Published Number
A telephone number that is published in a telephone directory and/or
listed with directory assistance, and is available upon request by
calling NEVADA's DA operator.
2.3 Call Branding
The procedure of identifying a provider's name audibly and distinctly
to the consumer at the beginning of each DA Services call, and when
technically feasible, prior to completion of an ECCS request.
<PAGE>
3. CALL BRANDING AND RATE REFERENCE REQUIREMENTS
3.1 Requirements
Pursuant to Section 226 (b) of The Telecommunications Act of 1996, each
provider of Operator Services is required to:
(a) Provide its brand at the beginning of each telephone call
and before the consumer incurs any charge for the call; and
(b) Disclose immediately to the consumer, upon request, a quote
of its rates or charges for the call.
3.2 Call Brandin
Currently NEVADA is unable to provide unique branding for CLEC. All DA
calls will be unbranded. When NEVADA has the capability to uniquely
brand CLEC DA calls, the Parties shall negotiate the specific price,
terms and conditions for this service.
3.3 Directory Assistance ("DA") Rate/Reference Information
Currently, NEVADA is unable to provide unique Rate/Reference
Information. When NEVADA has the capability to provide unique
Rate/Reference Information for CLECs, the Parties shall negotiate the
specific price, terms and conditions for this service. In the interim,
CLEC-specific rate quotes will only be provided when CLEC's DA Rates
exactly mirror NEVADA's rates. To the extent CLEC provides NEVADA its
customer service center number, NEVADA will provide such referral
number to CLEC's End User customer for all other rate quotes.
4. RESPONSIBILITIES OF THE PARTIES
4.1 NEVADA will be the sole provider of DA Services for CLECs local serving
area(s) beginning on the service effective date.
4.2 CLEC will be responsible for providing the equipment and facilities
necessary for signaling and routing calls with Automatic Number
Identification ("ANI") to each NEVADA operator switch. Should CLEC seek
to provide interexchange DA Service under this agreement, it is
responsible for ordering the necessary facilities through NEVADA's
intrastate or interstate Access Service tariffs. Nothing in this
agreement in any way changes the manner in which an interexchange
carrier obtains access service for the purpose of originating or
terminating interexchange traffic.
4.3 Except where CLEC is purchasing NEVADA's Unbundled Local Switching
("ULS") Port as defined in Appendix UNE, CLEC must separately purchase
Traffic Operating Position System ("TOPS") Access at a DS-1 level to
connect its
<PAGE>
switch to NEVADA's TOPS switch for purposes of delivering
Directory Assistance traffic.
4.3.1 NEVADA will provide nondiscriminatory access to Directory Assistance
Services via any of the following methods:
(a) CLEC provides its own facilities and orders DA hunks and TOPS
Access from NEVADA;
(b) CLEC is collocated in the Wire Center where NEVADA's TOPS switch is
located and purchases Expanded Interconnection Service Channel
Termination from NEVADA's tariff FCC 1, Section 18 in addition to the
TOPS Access and DA hunks; or
(c) CLEC purchases facilities, DA hunks and TOPS Access from
NEVADA.
4.3.2 Rates for TOPS Access are displayed in Appendix PRICING.
Rates, terms and conditions for NEVADA's facilities and DA
hunks are available per NEVADA's tariff P.S.C.N. C.
4.3.3 TOPS trunking requirements are described in Appendix ITR.
4.4 Facilities necessary for the provision of DA Services shall be provided
by the Parties hereto, using standard trunk traffic engineering
procedures to insure that the objective grade of service is met. Each
Party shall bear the costs for its own facilities and equipment.
4.5 CLEC will furnish in writing to NEVADA, forty-five (45) days in advance
of the date when the DA Services are to be undertaken, all End User
listing records and information required by NEVADA to provide the DA
Services.
4.6 CLEC will provide NEVADA timely updates to the OS questionnaire when
changes are necessary. CLEC will send the DA listing records to NEVADA
via electronic white page gateway as described in Appendix WP.
4.7 NEVADA will accumulate and provide CLEC such data as necessary for CLEC
to bill its End Users.
5. METHODS AND PRACTICES
NEVADA will provide the DA Services to CLEC's End Users in accordance with
NEVADA's DA methods and practices that are in effect at the time the DA call is
made, unless otherwise agreed in writing by both Parties.
<PAGE>
6. PRICING
Pricing for DA Services shall be based on the rates specified in Exhibit I,
which is attached-hereto and made part of this Appendix and Appendix PRICING.
The prices will apply from the service effective date through the term of this
agreement as specified in Section 9.1 below. Beyond the specified term of this
Appendix, NEVADA may change the prices for the provision of DA Services upon one
hundred-twenty (120) days notice to CLEC.
7. MONTHLY BILLING
NEVADA will render monthly billing statements to CLEC, and remittance
in full will be due within thirty (30) days of receipt.
8. LIABILITY
The limitation of liability and indemnification provisions of the
Agreement shall govern performance under this Appendix. CLEC also
agrees to release, defend, indemnify, and hold harmless NEVADA from any
claim, demand or suit that asserts any infringement or invasion of
privacy or confidentiality of any person or persons caused or claimed
to be caused, directly, or indirectly, by CLEC employees and equipment
associated with provision of the DA Services. This provision includes
but is not limited to suits arising from disclosure of the telephone
number, address, or name associated with the telephone called or the
telephone used to call the DA Services.
9. TERMS OF APPENDIX
9.1 This Appendix will continue in force for the length of this Agreement,
but no less than 12 months. Thereafter, either Party may terminate this
agreement upon 90 day written notice to the other Party.
9.2 If CLEC terminates this agreement prior to the agreed-upon term of this
Appendix, CLEC shall pay NEVADA, within thirty (30) days of the
issuance of a final bill by NEVADA, all amounts due for actual services
provided under this Appendix, plus estimated monthly charges for the
remainder of the term. Estimated charges will be based on an average of
the actual monthly amounts billed by NEVADA pursuant to this Appendix
prior to its termination.
9.3 The rates applicable for determining the amount(s) under the terms
outlined in this Section are those specified in Exhibit I and Appendix
PRICING.
<PAGE>
EXHIBIT I
PRICING - FACILITIES BASED
EFFECTIVE:
(mm/dd/yr)
The following rates will apply for each service element:
A. DIRECTORY ASSISTANCE (DA) This usage rate applies to each DA
call. Rate per call $.40 B. EXPRESS CALL COMPLETION SERVICE
(ECCS) This usage rate applies to each DA call that has been
completed to the requested number. Rate per completed call
$.43 C. CALL SET-UP This usage rate applies to each
attempted or completed ECCS call in addition to the ECCS per
completed call rate. Rate per attempted or completed ECCS
call $.0057 D. LATA-WIDE CALL COMPLETION This usage rate
applies to each completed ECCS call in addition to the ECCS
per completed call rate and the Call Set-Up rate. Rate per
MOU for each completed ECCS call $.0120 E. TOPS ACCESS
Nonrecurring and monthly charges apply to each TOPS Access
arrangement ordered. See Appendix PRICING
<PAGE>
APPENDIX DAL
<PAGE>
TABLE OF CONTENTS
1. PREAMBLE ..............................................................I
2. SERVICE PROVIDED ......................................................1
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3. USE OF SUBSCRIBER LISTING INFORMATION .................................2
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4. ASSIGNMENT ...........................................................2
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5. BREACH OF CONTRACT ...................................................2
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6. LIABILITY ............................................................2
7. TERM OF CONTRACT .....................................................3
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8. COMPENSATION .........................................................3
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<PAGE>
APPENDIX DAL
MUTUAL LICENSE AND COMPENSATION AGREEMENT
- - FOR LOCAL DIRECTORY ASSISTANCE LISTINGS
This Appendix contains the terms and conditions under which NEVADA and CLEC
agree to the mutual licensing of subscriber listing information, as follows:
1. PREAMBLE
1.1 NEVADA and CLEC each own and maintain databases containing the
subscriber
listing information (name, address and published telephone number) of
their respective telephone subscribers.
1.2 NEVADA uses the subscriber listing information in its databases to
provide
directory assistance ("DA") service to individuals who call NEVADA's DA
to obtain such information.
1.3 Inasmuch as NEVADA provides DA service under contract for other Local
Exchange Carriers ("LECs") and Competitive Local Exchange Carriers,
("CLECs'~, NEVADA's databases also contain subscriber listing
information for other LEC and CLEC End Users.
1.4 Now, therefore, in consideration of these premises, NEVADA and
CLEC agree to license to each other certain subscriber listing
information contained in each Party's database, under the
following terms and conditions:
2. SERVICE PROVIDED
2.1 NEVADA and CLEC shall license to each other the subscriber listing
information
of their End Users for the book codes listed in Exhibit A.
2.2 NEVADA shall provide to CLEC published subscriber listing information
contained in NEVADA's database pertaining to subscribers of all CLECs
and other LECs that have granted NEVADA written authorization to
release such subscriber listing information to CLEC.
2.3 NEVADA currently utilizes manual processes in obtaining and inputting
subscriber listings of independent Local Exchange Carriers ("LECs")
into its DA database. CLEC requests for independent LEC subscriber
listing information will be handled on an individual case basis and
priced accordingly.
<PAGE>
2.4 CLEC shall provide NEVADA a minimum of thirty (30) days
notice prior to the date when the initial load of listing
information is to occur.
3. USE OF-SUBSCRIBER LISTING INFORMATION
3.1 CLEC may use the subscriber listing information licensed and
provided pursuant to this Appendix for the sole purpose of
providing DA services.
3.2 Upon termination of this Agreement, CLEC shall cease using,
for any purpose whatsoever, the subscriber listing information
provided hereunder by NEVADA, and shall promptly return such
subscriber listing information to NEVADA.
4. ASSIGNMENT
The subscriber listing information shall remain the property of NEVADA.
CLEC shall not sublicense, assign, sell or transfer the subscriber
listing information licensed hereunder, nor shall CLEC authorize any
other company or any person to use the subscriber listing information
for any other purpose. CLEC shall take appropriate measures to guard
against any unauthorized use of the listings provided to it hereunder
(at least the same measures it takes to protect its own listings from
unauthorized use), whether by CLEC, its agents, employees or others.
5. BREACH OF CONTRACT
In the event a Party is found to have materially breached this Appendix, such
breach shall be remedied immediately and the non-breaching Party shall have the
right to terminate, upon fifteen (15) days notice, until the other Party's
breach is remedied. Further, should CLEC breach this agreement, it shall
immediately cease use of NEVADA's subscriber listing information.
6. LIABILITY
6.1 NEVADA makes no express or implied warranties whatsoever regarding the
correctness of the subscriber listing information provided to CLEC. NEVADA
will not be held liable for any errors or omissions in or arising out of
CLEC's use of such information
6.2 CLEC hereby releases NEVADA from any and all liability for damages due
to errors or omissions in the subscriber listing information provided
under this Appendix, or by reason of delay in providing the subscriber
listing information, including, but not limited to, special, indirect,
consequential, punitive or incidental damages.
<PAGE>
6.3 CLEC shall indemnify, protect, save harmless and defend NEVADA (or
NEVADA's officers, employees, agents, assigns and representatives) from
and against any and all losses, liability, damages and expense arising
out of any demand, claim, suit or judgment by a third party in any way
related to NEVADA supplying subscriber listing information, or any
actual error or omission. CLEC shall so indemnify regardless of whether
the demand, claim or suit by the third party is brought jointly against
CLEC and NEVADA, and/or against NEVADA alone. However, if such demand,
claim or suit specifically alleges that an error or omission appears in
DA listing information, NEVADA may, at its option, assume and undertake
its own defense, or assist in the defense of CLEC, in which event CLEC
shall reimburse NEVADA for reasonable attorneys fees and other expenses
incurred by it in handling and defending such demand, claim and/or
suit. CLEC shall not enter into any settlement of any such demand,
claim or suit without the prior written consent of NEVADA.
7. TERM OF CONTRACT
This Appendix shall continue in force until terminated by one hundred-twenty
(120) days prior written notice by either Party to the other.
8. COMPENSATION
CLEC shall compensate NEVADA for the licensing of subscriber listing information
("Directory Listings") as displayed in Appendix PRICING. Each addition,
deletion, or change to the subscriber listing information constitutes an "update
listing", which shall be priced at the same Directory Listings price.
<PAGE>
EXHIBIT A
Database Exchanges Covered
STATE Directory WPDC
NPA(s)
<PAGE>
APPENDIX DCO
<PAGE>
APPENDIX DCO
CLEC Central Office CLEC Routing Point POI
NEVADA Central Office
I
<PAGE>
APPENDIX 911
<PAGE>
TABLE OF CONTENTS
1. DEFINITIONS .............................................................I
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1.1 Automatic Location Identification ( "ALI") ........................1
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1.2 Automatic Number Identification ("ANI") ...........................1
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1.3 Centralized Automatic Message Accounting ("CAMA") Trunk ...........1
--------------------------------------------------
1.4 Database Management System ("DBMS") ...............................1
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1.5 E911 Customer .....................................................1
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1.6 E911 Router .......................................................2
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1.7 E911 Universal Emergency Number Service ............................2
--------------------------------
1.8 Public Safety Answering Point ("PSAP') .............................2
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2. RESPONSIBILITIES (Network) ...............................................2
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3. METHODS AND PRACTICES ....................................................3
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4. CONTINGENCY ..............................................................3
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5. RATES ....................................................................3
6. RESPONSIBILITIES - DATA BASE MANAGEMENT ..................................A
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6.1 E91 I Data Management Services Descriptio ...............................4
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6.2 Responsibilities of the Parties .........................................4
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7. RATES - DATA MANAGEMENT SERVICES .........................................5
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7.1 Data Management Support for Automatic Location Information ( "ALI")
Retrieval ...............................5
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7.2 Manual Initial Input of CLEC Subscriber Records (Optional) .........5
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<PAGE>
7.3 Error Correction to CLEC Subscriber Records (Optional) .............5
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7.4 MSAG Requests ......................................................5
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7.5 Security ...........................................................6
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8. RESPONSIBILITIES - BILLING - DATA BASE MANAGEMENT .........................6
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9. LIABILITY .................................................................6
7. MUTUALITY .................................................................7
<PAGE>
APPENDIX 911
This Appendix between NEVADA and CLEC sets forth the terms and conditions upon
which NEVADA will provide CLEC's network connection to E911 Universal Emergency
Number Service. This Appendix also addresses Data Management Services operated
by Pacific Bell ("PACIFIC"') on its own behalf, on behalf of NEVADA and that of
participating LECs and CLECs.
This Appendix addresses only Enhanced 911 services which are offered only in
NEVADA's Reno Extended Dialing Area Number 1, as described in P.S.C.N. Tariff
A5.1.2. In locations where E911 is not deployed by NEVADA and PACIFIC, CLEC
shall arrange for Basic 911 services directly with appropriate 911 Customers.
1. DEFINITIONS
As used herein and for the purpose of this Appendix, the following
terms shall have the meanings set forth below:
1.1 Automatic Location Identification ("ALM
A feature that forwards the name and street address associated
with the calling party's telephone number (identified by ANI)
to the Public Safety Answering Point ("PSAP") for display.
Current ALI deployment status may be obtained from CLEC's
NEVADA Account Manager.
1.2 Automatic Number Identification ("ANI")
A feature that automatically forwards the telephone number of the
calling party to the E911 Router from which it is switched-to the PSAP
and is displayed at an attendant position console.
1.3 Centralized Automatic Message Accounting: ("CAMA") Trunk
A bunk capable of transmitting Automatic Number Identification ("ANI")
associated with E91 I customer calls from a switch to the E91 I
Network.
1.4 Database Management System ("DBMS")
A system of manual procedures and computer programs used to create,
store, and update the data required for the ALI service features of E91
I service.
1.5 E911 Customer
A municipality or other state or local government unit, or an
authorized agent of one or more municipalities or other state or local
government units to whom authority has been lawfully. delegated to
respond to public emergency telephone
<PAGE>
call s, at the minimum, for emergency police and fire services through the use
of one telephone number, 911.
1.6 E91 I Router
The central office switch feature that provides the capability to route
a 911 call to the designated primary PSAP based upon the incoming trunk
group number. NEVADA's E911 Router does not have the capability at this
time to selectively route by the End User Calling Number.
1.7 E911 Universal Emergency Number Service
(also referred to as Expanded 911 Service or Enhanced 911
Service) - A telephone exchange communications service whereby
a PSAP designated by the E911 customer may receive and answer
telephone calls placed by dialing the number 911. E91 1
includes the service provided by the lines and equipment
associated with the service arrangement for the answering,
transferring, and dispatching of public emergency telephone
calls dialed to 911.
1.8 Public Safety Answering Point ("PSAP")
An answering location for 911 calls originating in a given
area. The E911 Customer may designate a PSAP as primary or
secondary, which refers to the order in which calls are
directed for answering. Primary PSAPs respond -first;
secondary PSAPs receive calls on a transfer basis. PSAPs are
public safety agencies such as police, fire, emergency
medical, etc., or a common bureau serving a group of such
entities.
2. RESPONSIBILITIES (Network)
2.1 NEVADA shall provide and maintain such equipment as the E911
Router as is
necessary to perform the E911 services set forth herein. This
shall include some or all of the following:
(a) transporting the E911 calls from the meet-point with CLEC's facilities
connecting CLEC's exchanges;
(b) switching the E911 calls through the E911 Router to the designated
primary PSAP, according to the incoming trunk group number;
(c) transmission of ANI and ALI information associated with CLEC's End
Users accessing E911 service to the PSAP for display at an attendant
position console.
2.2 NEVADA shall provide and maintain sufficient dedicated E911 circuits
from NEVADA's E911 Router to the PSAP of the E911 Customer, according
to provisions of the E91 1 tariff and specifications of the E91 1
Customer.
<PAGE>
2.3 NEVADA shall provide CLEC with a description of the
geographic area and PSAPs served by the E911 Router
according to industry standards for E911 information
sharing.
2.4 CLEC shall connect its switches to the E911 Router by one-way outgoing
CAMA hunks dedicated for originating 911 emergency service calls. CLEC
must forward its End User's full 7-digit Calling Number from the CLEC
End Office to NEVADA's E911 Router.
2.5 CLEC acknowledges that its End Users in a single local calling
scope may be served by different PSAPs, and CLEC shall be
responsible for providing facilities to route calls from its
End Users to the proper E91 1 Router.
3. METHODS AND PRACTICES
With respect to all matters covered by this Appendix, each Party will
adopt and comply with standard industry operating methods and practices
and will observe the terms and conditions of NEVADA's tariff, rules and
regulation of the FCC, the Public Utilities Commission of Nevada, and
any Nevada Administrative Codes or Nevada Revised Statutes that may
apply to the provision of E91 I Service.
4. CONTINGENCY
4.1 The Parties agree that the E911 service is provided for the use of the
E911 Customer, as regulated by NEVADA's P.S.C.N. Tariff A9.2, and agree
to work cooperatively with the E911 customer to facilitate a
satisfactory emergency service arrangement.
4.2 The terms and conditions of this Appendix are subject to
renegotiation in the event that the E91 I customer orders
changes to the E91 1 service that necessitate revision of this
Appendix.
5. RATES
CLEC will be charged recurring and nonrecurring rates to provide transport and
termination of CLEC hunks that terminate at NEVADA's E911 Router as outlined in
Appendix PRICING. The rate elements that will be charged are:
(a) Installation charge (per trunk) -nonrecurring;
(b) Per Trunk Monthly - recurring; and
(c) Mileage (per mile) -.monthly recurring
<PAGE>
6. RESPONSIBILITIES - DATA BASE MANAGEMENT
Whereas, PACIFIC operates E911 Data Base Management Services, as described below
on its own behalf, on behalf of NEVADA and that of participating LECs and CLECs.
The Parties agree to the following:
6.1 E911 Data Management Services Description
E911 Data Management Services allows CLECs to provide the Public Safety
Answering Points ("'PSAPs") with detailed information about the
location of a 911 caller when the call to 911 originated from CLEC's
End User's telephone number. CLEC can send the End User's data,
including name, address and telephone number for inclusion in PACIFIC's
E91 Database Management System ("'DBMS"). The Automatic Location
Identification ("ALI") database is created and updated from telephone
company records by the E91 1 DBMS. This feature is provided by a data
storage and retrieval system that translates -the telephone number of
the calling party into the address of the calling party. The ALI
feature permits display of the address of the calling party at the
Public Safety Answering Point ("PSAP').
6.2 Responsibilities of the Parties
6.2.1 CLEC agrees that at a reasonable time prior to establishment of F-911
Service, CLEC shall download and maintain thereafter all information
required to establish records necessary for furnishing connection to
E911 Service and shall promptly notify PACIFIC via PACIFIC's E911 DBMS
Gateway of any changes to be made to such records. CLEC shall adopt
and comply with operating methods applicable to downloading and
maintaining CLEC's End User records in PACIFIC's DBMS, as set forth in
materials distributed to CLEC by PACIFIC's DBMS Coordinator at the
time of E91 I establishment.
6.2.2 PACIFIC shall provide CLEC with a file containing the Master Street
Address Guide ("MSAG") for the exchanges or communities requested by
CLEC in accordance with the rate referenced in Section 7 of this
Appendix.
6.2.3 PACIFIC will store the names, addresses, and associated telephone
numbers from CLEC exchanges in the electronic data processing database
for the E911 DBMS. CLEC is responsible for downloading and updating
this information to the E911 DBMS Gateway. In addition, PACIFIC shall
provide CLEC with a statistical report in a timely fashion of CLEC's
base files downloaded by CLEC to PACIFIC's DBMS, so that CLEC may
ensure the accuracy of the End User records.
<PAGE>
7. RATES - DATA MANAGEMENT SERVICES
7.1 Data Management Support for Automatic Location Information ("ALI")
Retrieval
7.1.1 This service provides the data processing systems support necessary to
create ALI records for ALI Retrieval, and to provide ALI Retrieval
service. This includes CLEC subscriber record updates.
7.1.2 The rate for this service includes the costs associated with the use of
the E911 DBMS, the ALI Retrieval System, and the personnel/labor costs
associated with supporting these operations.
Nonrecurrin Monthl
Data Management Support/Storage $99.00
(Per 1000 main stations)
7.2 Manual Initial Input of CLEC Subscriber Records (Optional)
---------------------------------------------------
This service provides for the manual input of CLEC subscriber records,
or manual input of periodic updates to CLEC subscriber records. CLEC is
to provide the subscriber records in the format defined by PACIFIC's
DBMS Coordinator.
Nonrecurring Monthl
Manual entry of CLEC subscriber $342.00
Telephone Numbers ("IN') Records
(each 0- 100 increments
each additional 0-100 increments)
7.3 Error Correction to CLEC Subscriber Records (Optional)
------------------------------------------------
This service provides for error investigation and correction for CLEC
subscriber records.
Nonrecurring Monthl
Telephone Number Error Correction $3.50
(Per chargeable record)
7.4 MSAG Requests
7.4.1 The Master Street Address Guide ("MSAG") is a computerized index of
virtually all community names, street names, and street ranges that are
served by the E911 system. It is a database built by the local
government and the serving telephone company and managed by PACIFIC's
E911 DBMS.
<PAGE>
7.4.2 MSAGs are available by County on magnetic tape or paper.
Nonrecurring Monthl
Copy(ies) of MSAG per County $60.00
7.5 Securi
The Access Control Encryption System ("ACES") provides
security for the dialup network for access to the E911 DBMS
Nonrecurring Monthl
ACES Card Management $6.00
(each card)
ACES Card Replacement $140.00
(each card)
8. RESPONSIBILITIES - BILLING - DATA BASE MANAGEMENT
PACIFIC will generate a monthly bill to CLEC for Data Base Management Services
rendered.
9. LIABILITY
9.1 NEVADA's and PACIFIC's liability and potential damages, if any, for its
gross negligence, recklessness or intentional misconduct, is not
limited by any provision of this Appendix. NEVADA and PACIFIC shall not
be liable to CLEC, its End Users or its E911 calling parties or any
other parties or persons for any loss or damages arising out of errors,
interruptions, defects, failures or malfunctions of the E911 Service,
including any and all equipment and data processing systems associated
therewith. Damages arising out of such interruptions, defects, failures
or malfunctions of the system after NEVADA and PACIFIC have been
notified and have had reasonable time to repair, shall in no event
exceed an amount equivalent to any charges made for the service
affected for the period following notice from CLEC until service is
restored.
9.2 CLEC's liability and potential damages, if any, for its gross
negligence, recklessness or intentional misconduct is not limited by
any provision of this Appendix. In the event, CLEC provides E911
Service to NEVADA, CLEC shall not be liable to NEVADA, its End Users or
its E911 calling parties or any other parties or persons for any loss
or damages arising out of errors, interruptions, defects, failures or
malfunctions of the E911 Service, including any and all equipment and
data processing systems associated therewith. Damages arising out of
such interruptions, defects, failures or malfunctions of the system
after CLEC has been notified and has had reasonable time to repair,
shall in no event exceed an amount equivalent to any charges made for
the service affected for the period following notice from NEVADA until
service is restored.
<PAGE>
9.3 CLEC agrees to release, indemnify, defend and hold harmless NEVADA and
PACIFIC from any and all loss, claims, demands, suits and other action,
or any liability whatsoever, except for claims arising from NEVADA's or
PACIFIC's own negligence or other wrongful act, arising out of NEVADA's
or PACIFIC's provision of service hereunder or out of CLECs End Users'
use of the E911 Service, whether suffered, made, instituted or asserted
by CLEC, its End Users, or by any other parties or persons, for any
personal injury or death of any person or persons, or for any loss,
damage or destruction of any property, whether owned by CLEC, its End
Users or others.
9.4 CLEC also agrees to release, indemnify, defend and hold
harmless NEVADA and PACIFIC from any and all loss, claims,
demands, suits or other actions involving an allegation of the
infringement or invasion of the right of privacy or
confidentiality of any person or persons, caused or claimed to
have caused, directly or indirectly, by the installation,
operation, failure to operate, maintenance, removal, presence,
condition, occasion or use of the E911 Service features and
the equipment associated therewith, including by not limited
to the identification of the telephone number, address or name
associated with the telephone used by the party or parties
accessing E911 Service hereunder, except which arise out of
the negligence or other wrongful act of NEVADA or PACIFIC.
7. MUTUALITY
CLEC agrees that to the extent it offers the type of services covered by this
Appendix to any company, that should NEVADA request such services, CLEC will
provide such services to NEVADA under terms and conditions comparable to the
terms and conditions contained in this Appendix.
<PAGE>
APPENDIX FGA
<PAGE>
TABLE OF CONTENTS
1. DEFINITIONS ....................................................1
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2. UNDERTAKING OF THE PARTIES .....................................2
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3. ADMINISTRATION OF REVENUE DISTRIBUTION .........................2
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4. MINUTES OF USE ("MOU") DEVELOPMENT .............................3
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5. TERMINATING MOU DEVELOPMENT ....................................3
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6. CALCULATION OF REVENUE DISTRIBUTION ............................3
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7. REVENUE DISTRIBUTION AMOUNTS, MONTHLY STATEMENTS AND
----------------------------------------------------
PAYMENTS ..........................................................3
- --------------------------------------------------------------------
8. MISCELLANEOUS PROVISIONS ......................................4
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<PAGE>
APPENDIX FGA
This Appendix sets forth the terms and conditions under which the Parties will
distribute revenue from the joint provision of Feature Group A ("FGA") Switched
Access Services.
These services will be provided within a Local Access and Transport Area
("LATA"). The Primary Company will compensate the Secondary Company only to the
extent that it has not already been compensated under its interstate or
intrastate access service tariffs or other settlement/contract arrangements.
This Appendix is subject to applicable tariffs.
1. DEFINITIONS
1.1 Access Minutes or Minutes of Use ("MOUs")
Those minutes of use as described in Part 69 of the Federal
Communications Commission's Rules, and are limited to those FGA MOUs
which terminate in the Secondary Office(s) covered by this Appendix.
1.2 Currently Effective Tariff Rate
The approved tariff rate effective on the first day of the month for
which compensation is being calculated.
1.3 Feature Group A ("FGA") Switched Access Service
Includes all facilities and services rendered in furnishing FGA access
service, LATA wide terminating areas, in accordance with the schedule
or charges, regulations, terms and conditions stated in the interstate
or intrastate access service tariffs of the Parties.
1.4 Local Access and Transport Area ("LATA")
LATA is as defined in the Act.
1.5 Primary Company
The Party with the Primary Office(s).
1.6 Primary Office
An office which:
(a) directly or jointly connects to an interexchange carrier and/or End
User; and;
(b) provides joint FGA switched access service to that interexchange carrier
and/or End User with other end offices.
<PAGE>
1.7 Revenues
Under this Appendix, Revenues are those FGA Switched Access amounts due
the Primary and Secondary Companies under their applicable tariffs,
less uncollectible revenues. Revenues for any other services are not
included. Uncollectible revenues are those revenues the Primary Company
is unable to collect, using its regular established collection
procedures. The Primary Company may offset uncollectibles against
current revenue distribution.
1.8 Secondary Compan
The Party with the secondary office(s).
1.9 Secondary Offic
Any office involved in providing joint FGA switched access to an
interexchange carrier and/or End User through the switching facilities
of the Primary office.
1.10 Subscriber Access Line
A communication facility provided under a general and/or exchange
service tariff extended from a customer premise to a central office
switch which may be used to make and receive exchange service calls,
intrastate toll service or interstate toll service calls.
2. UNDERTAKING OF THE PARTIES
2.1 The Secondary Company will notify the Primary Company of all tariff
rate revisions affecting this Appendix, which the FCC or other
appropriate regulatory authority allows to take effect, at least thirty
(30) days in advance of their effective date. Revenue distribution will
be based on the revised rates forty-five (45) days after the effective
date of the tariff revisions. However, if the secondary Company fails
to notify the Primary Company of a new rate within thirty (30) days of
its effective date, the Primary company may delay implementation of the
new rate until the next month's revenue distribution cycle, and will
not be required to adjust the previous bills retroactively.
2.2 Each party will furnish to the other such information as may
reasonably be required for the administration, computation and
distribution of revenue, or otherwise to execute the
provisions of this Appendix.
3. ADMINISTRATION OF REVENUE DISTRIBUTION
The Primary Company will be responsible for the administration, computation and
distribution of the FGA access service revenues collected on behalf of the
Secondary Company.
<PAGE>
4. MINUTES OF USE ("MOU") DEVELOPMENT
The Parties will calculate the amount of FGA revenues due each Party,
by determining the amount of FGA MOUs attributable to each Party as
described below. The Primary Company will then multiply the MOUs by the
rates in the Secondary Company's applicable tariff to determine the
amounts tentatively due to the Secondary Company.
5. TERMINATING MOU DEVELOPMENT
5.1 Actual monthly premium (charged at equal access end offices)
and non-premium (charged at non-equal access end offices)
terminating FGA access MOUs for each office in the LATA will
be measured by the Primary Company.
5.2 Where the Primary Company cannot measure or identify the
terminating FGA MOUs by end office, terminating MOUs will be
total unmeasured MOUs allocated to the LATA. In this event,
those MOUs will be distributed based upon the ratio of each
Party's subscriber access lines, as identified in Exhibit A,
which is attached hereto and made a part hereof, to the total
subscriber access lines in the FGA access area as determined
by the Primary Company.
6. CALCULATION OF REVENUE DISTRIBUTION
6.1 The amount of premium or non-premium revenues due each party each month
will be equal to the sum of Terminating premium or non-premium revenue
for each end office. These revenues will be calculated by the Primary
Company by multiplying each of the Secondary Company's effective
interstate and/or intrastate FGA switched access tariff rate elements
(except the Local Transport element described below) by the appropriate
MOU calculation under Section 5 above.
6.2 Local Transport (or its equivalent under the Secondary Company's tariff
and called Transport in this agreement) compensation will be determined
for each company by multiplying each of the Secondary Company's
Transport rates by the appropriate MOUs (as calculated under Section 5
above) by the Secondary Company's percentage ownership of facilities
agreed on by the Parties and set out in Exhibit A, which is attached
hereto and made a part hereof.
7. REVENUE DISTRIBUTION AMOUNTS, MONTHLY STATEMENTS AND
PAYMENTS
7.1 The Primary Company each month will calculate and prepare a monthly
compensation statement reflecting the revenue distribution amounts for
FGA, access service due the Secondary Company.
<PAGE>
7.2 The monthly compensation statement will show, where applicable, for
each Secondary Office, separately:
(a) the total number of non-premium or premium terminating MOUs and
revenue;
(b) the total compensation due the Secondary Company, by rate element;
(c) the number of terminating MOUs recorded by the Primary Company;
(d) the percent ownership factor, if any, used to prorate Local Transport
revenues; and
(e) adjustments for uncollectibles.
7.3 Within sixty (60) calendar days after the end of each billing
period, the Primary Company will remit the compensation amount
due the Secondary Company. Where more than one compensation
amount is due, they may be combined into a single payment.
8. MISCELLANEOUS PROVISIONS
This Appendix will remain in effect until terminated by thirty (30) calendar
day's notice by either Party to the other.
<PAGE>
EXHIBIT A
Location for LATA Wide Termination
- - of Feature Group A Access Service
SECONDARY OFFICE COMPANY
% Ownership of
CLLI CODE NPA-NXX Access Line Transport Facilities LATA
<PAGE>
APPENDIX ITR
<PAGE>
TABLE OF CONTENTS
1. LOCAL AND INTRALATA TOLL, TRAFFIC .....................................1
----------------------------------
1.1 Tandem Trunking - Single Tandem LATA~ ..............................1
--------------------------------
1.2 Direct End Office Trouncing ........................................I
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2. MEET POINT TRUNKS ...................................................1
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3. 800 (SSS) TRAFFIC ...................................................1
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4. E911 ................................................................2
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s. HIGH VOLLIME CALL-IN NETWORK ........................................!
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6. OPERATOR SERVICES ...................................................3
6.1 No Operator Contract - Inward Operator Assistance ..................3
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6.1.1 Option 1 - Interexchange Carrier ("IXC") .....................3
-----------------------------------------
6.2 Operator Contract with NEVADA ......................................3
------------------------------
6.2.1 Directory Assistance ("DA") ..............................3
----------------------------
6.2.2 Express Call Completion Service ("ECCS") .................3
-----------------------------------------
6.2.3 Busy Line Verification ...................................3
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6.2.4 Operator Assistance (0% 0-) ..............................4
----------------------------
7. TRUNK DESIGN BLOCKING CRITERIA .....................................4
----------------------
8. FORECASTING/SERVICING RESPONSIBILITIES .............................4
----------------------
9. TRUNK SERVICING ....................................................5
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10. SERVICING OBJECTIVE/DATA EXCHANGE ....................................6
-------------------------
<PAGE>
11. TRUNK FACILITY UNDER UTILIZATION ................................6
---------------------------------
12. NETWORK MANAGEMENT ..............................................6
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12.1 Restrictive Controls ...........................................6
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12.2 Expansive Controls .............................................6
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12.3 Mass Calling ...................................................6
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<PAGE>
APPENDIX ITR
(TRUNKING REQUIREMENTS)
This Appendix provides descriptions of the trunking requirements for CLEC and
NEVADA interconnection. The attached scenarios depict the recommended trunk
groups for local, intraLATA toll, interLATA "meet point" and mass calling, E911
and Operator Services Interconnection. All references to incoming and outgoing
trunk groups are from the perspective of CLEC.
1. LOCAL AND INTRALATA TOLL TRAFFIC
1.1 Tandem Trunking - Single Tandem LATAs
Where NEVADA has a single Access Tandem in a LATA, IntraLATA
Toll and Local traffic shall be combined on a single Local
Interconnection mink group at the tandem for calls destined to
or from all End Offices that "home" on NEVADA's tandem. This
trunk group shall be two-way and will utilize Signaling System
7 ("SS7") signaling.
1.2Direct End Office Trunking
The Parties shall establish direct End Office primary high
usage Local Interconnection trunk groups for the exchange of
IntraLATA Toll and Local traffic where actual or projected
traffic demand justifies such a trunk group. These trunk
groups shall be two-way and will utilize SS7 signaling.
2. MEET POINT TRUNKS
InterLATA traffic shall be transported between CLEC's Central Office
and NEVADA's Access Tandem over a "Meet Point" Trunk Group separate
from Local and IntraLATA Toll traffic. The Meet Point Trunk Group will
be established for the transmission and muting of Switched Access
traffic between CLEC's End Users and Interexchange Carriers via a
NEVADA Access Tandem. These trunk groups shall be set up as two-way and
will utilize SS7 signaling, except multifrequency ("MF') signaling will
be used on a separate Meet Point Trunk Group to complete originating
calls to Switched Access customers that use MF FGD signaling protocol.
(See ITR Scenario #1).
3. 800 (888) TRAFFIC
3.1 All originating Toll Free Service calls for which CLEC
requests that NEVADA perform the Service Switching Point
("SSP") function (e.g., perform the database query) shall be
delivered using GR-394 format over the Meet Point Trunk
Group. Carrier Code "0110' and Circuit Code of"08" shall be
used for all such traffic.
<PAGE>
3.2 All post-query Toll Free Service calls for which CLEC
performs the SSP function, if delivered to NEVADA, shall be
delivered using GR-394 format over the Meet Point Trunk
Group for calls destined to IXCs, or shall be delivered by
CLEC using GR-317 format over the Local Interconnection
Trunk Group for calls dustined to End Offices that directly
subtend the tandem.
4. E911
A segregated trunk group will be required to interconnect with
NEVADA's E911 tandem within the exchange in which CLEC offers the
Exchange Service. This trunk group shall be set up as a one-way
outgoing only and shall utilize MI: CAMA signaling.
5. HIGH VOLUME CALL-IN NETWORK
5.1 A separate High Volume Call In-Local Interconnection ("HVCI-LI") trunk
group may be provisioned between CLEC's end office(s) and NEVADA's
LERG- designated High Volume Call-In tandem(s) for each of NEVADA's
Mass Calling NPA-NXX(s) in a LATA or, alternately, between CLEC's
tandem and NEVADA's LERG-designated HVCI tandem(s). This HVCI-LI trunk
group shall be designed and built as one-way (CLEC Central
Office-to-NEVADA tandem) only and shall use MF signaling. As the
I-IVCI-IJ trunk group is designed to block all excessive attempts
toward HVCI/Mass Calling NXXs, it is. necessarily exempt fi-om the one
percent blocking standard described elsewhere for other final Local
Interconnection Trunk Groups. It is recommended that this group be
sized as follows:
Number of Access Lines Served Number of ltVCI-LI Trunks.
0 - 10,000 2
10,000 - 20,000 3
20,000 - 30,000 4
30,000 - 40,000 5
40,000 - 50,000 6
50,000 - 60,000 7
60,000 - 75,000 8
75,000 + 9 Maximum
5.2 Ail applicable compensation arrangements described elsewhere-for Local
Interconnection Trunks/Trunk Groups and terminating access shall apply
to HVCI-LI Trunks/Trunk Groups and traffic.
5.3 Should CLEC assign a Mass Calling code and establish an
HVCI-LI interface for traffic destined to its HVCI central
office(s), CLEC must "home" its HVCI- serving office on a
NEVADA HVCI tandem, and a similar HVCI-LI thinking
<PAGE>
arrangement (1-way outgoing with MI: signaling) will be
provided from NEVADA's tandem to CLEC. In order to allow the
parties time to order and install such H-VCI-LI thinks, CLEC
must provide NEVADA notification of its intention to deploy
Mass Calling code(s) at least ninety (90) days before such
crudesx are opened in the LERG.
5.4 MF and SS7 trunk groups shall not be provided within a DS-1
facility; a separate DS-1 per signaling type must be used.
Where NEVADA and CLEC both provide ffVCI-LI miniring, both
parties' HVCI-LI trunks may ride the same DS-1.
6. OPERATOR SERVICES
6.1 No Operator Contract - Inward Operator Assistance
CLEC may choose from two interconnection options for Inward Operator
Assistance as follows:
6.1.1 Option 1 - Interexchange Carrier ("IXC")
CLEC may utilize the Interexchange Carrier Network. CLEC
operator will route its calls requiring inward operator
assistance through its designareal IXC POP to NEVADA's TOPS
tandem. NEVADA shall route its calls requiring inward operator
assistance to CLEC's Designated Operator Switch through the
designated IXC POP.
6.1.2 BLV and BLVI inquiries between operator bureaus shall be
routed using network-routable access codes published in the
LERG over the Local Interconnection Thinks.
6.2 Operator Contract with NEVADA
6.2.1 Directory Assistance ("DA")
CLEC may contract for DA services only. A segregated tnmk
group for these services would be required to NEVADA's TOPS
tandem. This trunk group is set up as one-way outgoing only
and utilizes MF and Operator Services signaling.
6.2.2 Express Call Completion Service ("ECCS")
CLEC contracting for DA services may also contract for ECCS.
This requires a segregated one-way trunk group to NEVADA's
TOPS tandem. This trunk group is set up as one-way outgoing
only and utilizes MI: signaling.
6.2.3 Busy Line Verification
When NEVADA's operator is under contract to verify CLEC's End
User loop, NEVADA will utilize a segregated one-way trunk
group with MF signaling from NEVADA's Access Tandem to CLEC
switch.
<PAGE>
6.2.4 Operator Assistance (0+, 0-)
This service requires a one-way trunk group from
CLEC's switch to NEVADA's TOPS tandem. This trunk
group may carry ECCS calls in addition to OA calls.
MF and Operator Services signaling will be required -
on the trunk group.
7. TRUNK DESIGN BLOCKING CRITERIA
A blocking standard of one half of one percent (.005) during the average
busy hour, for alternate final trunk groups between the Parties
networks carrying Meet Point traffic shall be maintained. All other
direct final trunk groups shall be engineered with a blocking standard
of one percent (.01).
8. FORECASTING/SERVICING RESPONSIBILITIES
8.1 Both Parties agree to provide an initial forecast for establishing the
initial interconnection facilities and equipment. Subsequent forecasts
will be provided on a semi-annual basis concurrent with the publication
of NEVADA's General Trunk Forecast including yearly forecasted mink
quantities for all trunk groups described in this Appendix for a
minimun of three years, and the use of Common Language Location
Identifier ("CLLI-MSG") which is described in Bellcore documents
BR795-100-100 and BR795-400-100.
8.2 The Parties shall work towards the development of joint forecasting
responsibilities for traffic utilization over trunk groups. Orders for
trunks that exceed forecasted quantities for forecasted locations will
be accommodated as facilities and/or equipment becomes available.
Parties shall make all reasonable efforts and cooperate in good faith
to develop alternative solutions to accommodate orders when facilities
are not available. Intercompany forecast information must be provided
by the Parties to each other twice a year. The semi-annual forecasts
shall include:
(a) yearly forecasted trunk quantities (which include measurements that
reflect actual tandem Local Interconnection and Meet Point minks, End
Office Local Interconnection minks, and tandem-subtending Local
Interconnection end office equivalent trunk requirements) for a minimum
of three (current and plus-1 and plus-2) years; and
(b) a description of major network projects anticipated for the following
six months. Major network projects include romking or network
rearrangements, shifts in anticipated traffic patterns, orders for
greater than four (4) DS-ls, or other activities that are reflected by
a significant increase or decrease in trunking demand for the following
forecasting period.
<PAGE>
8.3 If differences in semi-annual forecasts of the Parties vary by more
than 48 additional DS-0 two-way trunks for each Local Interconnection Trunk
Group, the
Parties shall meet to reconcile the forecast to within 48
DS-0 trunks.
8.4 Each Party shall provide a specified point of contact for
planning, forecasting and trunk servicing purposes.
9. TRUNK SERVICING
9.1 Orders between the Parties to establish, add, change or
disconnect thinks shall be processed by using an Access
Service Request ("ASR").
9.2 As discussed in this Appendix, both Parties will jointly manage the
capacity of Local Interconnection Trunk Groups. Both Parties will
send a Trunk Group Service Request ("TGSR") to the other Party to
trigger changes to the Local Interconnection Trunk Groups based on
capacity assessment. Either Party upon receipt of the TGSR will issue
an ASR to the other Party:
(a) within ten (10) business days after receipt of the TGSR,
upon review of and in response to the TGSR received; or
(b) at any time as a result of either Party's own capacity
management assessment, in order to begin the provisioning
process. The intervals used for the provisioning process
will be the same as those used for NEVADA's Switched Access
service.
9.3 Orders that comprise a major project shall be submitted at the same
time, and their implementation shall be jointly planned and
coordinated. Major projects are those that require the coordination
and execution of multiple orders or related activities between and
among NEVADA and CLEC 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.
9.3.1 Orders that comprise a major project, i.e., five (5) DS-I's or
more, shall be submitted in a timely fashion, and their
implementation shall be jointly planned and coordinated.
9.4 CLEC will be responsible for engineering its network on its side of the
POI. NEVADA will be responsible for engineering its network on its side of
the POI.
9.5 Due dates for the installation of Local Interconnection and Meet Point
Trunks covered by this Appendix shall be based on NEVADA's intrastate
Switched Access intervals.
<PAGE>
9.6 Trunk serving responsibilities for TOPS
minks used for stand-alone operator
service or Directory Assistance are the
sole responsibility of CLEC.
10. SERVICING OBJECTIVE/DATA EXCHANGE
---------------------------------
Each Party agrees to service trunk groups to the foregoing blocking
criteria in a timely manner when trunk groups exceed measured blocking
thresholds on an average time consistent busy hour for a twenty
(20)-business day study period. Upon request, each Party will make
available to the other trunk group measurement reports for trunk groups
terminating in the requesting Party's network. These reports will
contain offered load, measured in CCS (100 call seconds), that has been
adjusted to consider the effects of overflow, retrials, and day-to-day
variation. They will also contain overflow CCS associated with the
offered load, day-to-day variation, peakedness factor, the date of the
last week in the four-week study period and the number of valid days of
measurement. These reports shall be made available at a minimum on a
semi-annual basis upon request.
11. TRUNK FACILITY UNDER UTILIZATION
--------------------------------
If a trunk group is under 75 percent (75%) of CCS capacity on a monthly
average basis, for each month of any six month period, either Party may
request the issuance of an order to resize the trunk group, which shall
be left with not less than 25 percent excess capacity. In all cases,
grade of service objectives identified in Section 7 above shall be
maintained.
12. NETWORK MANAGEMENT
------------------
12.1 Restrictive Controls
Either Party may use protective network traffic management controls
such as 7- digit and 10-digit code gaps on traffic toward each other's
network, when required, to protect the public switched network from
congestion due to facility failures, switch congestion, or failure or
focused overload. CLEC and NEVADA will immediately notify each other of
any protective control action planned or executed.
12.2 Expansive Controls
Where the capability exists, originating or terminating traffic
reroutes may be implemented by either Party to temporarily relieve
network congestion due to facility failures or abnormal calling
patterns. Reroutes will not be used to circumvent normal trunk
servicing. Expansive controls will only be used when mutually agreed to
by the Parties.
12.3 Mass Calling
CLEC and NEVADA shall cooperate and share pre-planning information
regarding cross-network call-ins expected to generate large or focused
temporary increases in call volumes.
<PAGE>
SCENARIO 1
[CHART]
<PAGE>
APPENDIX - NCS
<PAGE>
TABLE OF CONTENTS
~' I~ESCRII~TION O1~ Sl~aRVIC~ .............................1
------------------
2, T~R~S A.NI~ CONDITIONS ..................................
------------
3, I~RICI~G ................................................2
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4, GI~i~aRAL R~SPO~SIBILITI~S OF T1 "1'~ PA.RTIE~ ..........2
-------------------------------------- -
<PAGE>
1. DESCRIPTION OF SERVICE
Network Component Service ("NCS") is a discretionary offering which NEVADA is
willing to provide under the terms and conditions in this Appendix that are
above and beyond NEVADA's obligations under the Act. Through NCS NEVADA performs
the combining of certain UNEs on behalf of the CLEC for the purpose of the CLEC
providing an end-to-end telecommunications service to end users exclusively
utilizing NEVADA Unbundled Network Elements. Appendix UNE contains a description
of Unbundled Network Elements or, as used herein, "network components" along
with the terms and conditions under which NEVADA will provide Unbundled Network
Elements. NCS will be provided by NEVADA at the prices contained herein. NCS is
market-based priced and is neither subject to me-up nor arbitration. Prices for
NCS that are in addition to the prices for the individual Unbundled Network
Elements are listed in Section 3 of this Appendix.
2. TERMS AND CONDITIONS
2.1 The CLEC shall identify on a single NCS order all of the network
components, all associated ordering codes (as determined by NEVADA),
and the sequence in which NEVADA is to combine those elements on behalf
of CLEC. When this order involves only NEVADA's network, the order will
be for Network Component Service (NCS), even though the individual
element types are to be derived from Appendix UNE.
2.2 In addition to the recurring and non-recurring charges for the
individual Unbundled Network Elements ordered, the Network Component
Service will be priced as described in section 3 of this Appendix.
2.3 Any changes or rearrangements of the components shall constitute a new
NCS offering and applicable non-recurring and service order charges
apply.
2.4 The network components provided by NEVADA under the provision of this
Appendix shall remain the property of NEVADA.
2.5 Provisioning of NCS under this Appendix may be accomplished over such
routes, technologies, and facilities as NEVADA may elect as long as the
connection being requested by the CLEC is functional.
2.6 NEVADA is responsible only for the installation, operations
and maintenance of the NCS originally defined and ordered by
the CLEC. NEVADA is not
<PAGE>
responsible for the Telecommunication Services provided by the CLEC through the
use of NCS. 2.7 X~here NCS is provided to CLEC and it is dedicated to a single
end user, if NCS is for any reason disconnected, the individual network
components shall be made available to NEVADA for future provisioning needs,
unless NCS is disconnected in error.
2.8 Network elements identified through the Bona Fide Request process will not
be provisioned under this Appendix.
3. PRICING
3.1 For each NCS arrangement, the CLEC shall pay the full recurring and non
recurring rate per Unbundled Network Element, feature, function, or ancillary
charge as shown in Appendix PRICING plus the additional NCS recurring and
nonrecurring market-based rates, as shown in Section 3.2.
3.2 The prices for providing NCS for NEVADA LINExxs are as follows:
Nonrecurring
<TABLE>
<CAPTION>
Service Order Connect Disconnect
Recurring First Addi6onal First Additional First Additional
Network Component
<S> <C> <C>
Service (NCS) $5.00 $40.00$40.00 N/A N/A N/A N/A
2-wire cross connect
analog 1oo13 to N/A $31.60$15.80 $42.85 $35.25 $24.50 $11.80
analog line port
Other NCS as Negotiated NegotiNegotiated NegotiateNegotiated NegotiatNegotiated
negotiated by the
Parties
</TABLE>
3.3 This Appendix is available as a package offering. Any changes to
prices, terms and conditions of UNEs offered pursuant to Appendix LINE
shall not be incorporated into this Appendix without the mutual
agreement of the Parties.
3.4 Since this offering is discretionary and not subject to the Act,
any prices set by NEVADA to provide NCS, even if zero (or no charge),
are fully at NEVADA's discretion. The prices for NCS are subject to
change.
4. GENERAL RESPONSIBILITIES OF THE PARTIES
4.1 Each Party is solely responsible for the services it provides to its end
users and to other Telecommunications Carriers.
<PAGE>
4.2 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.
4.3 At all times during the term of an Agreement, executed pursuant to this
STC, each Party shall keep and maintain in force at each Party's
expense all insurance required by law (e.g. workers' compensation
insurance) as well as general liability insurance for personal injury
or death to any one person, property damage resulting from any one
incident, automobile liability with coverage for bodily injury for
property damage. Upon request from the other Party, each Party shall
provide to the other Party evidence of such insurance (which may be
provided through a program of self insurance).
4.4 Unless otherwise stated, NEVADA will render a monthly bill to CLEC for
service(s) provided hereunder. Remittance in full will be due within
thirty (30) days of that billing date. Interest shall apply on overdue
amounts at the highest rate allowed by applicable law.
4.5 For purposes of pre-order, ordering, provisioning, maintenance and
billing, CLEC will use the same processes, as used in connection with
Unbundled Network Elements obtained through Appendix UNE.
<PAGE>
APPENDIX NlM
<PAGE>
TABLE OF CONTENTS
1. FIBER MEETS ............................................1
------
2. AVOIDANCE OF OVER PROVISIONING ..................................2
------------------
3. JOINT FACILITY GROWTH PLANNING ..................................2
----------------------
3.1 Criteria ............................ .................................2
---------
3.2 Processes .............................................................2
4. VIRTUAL COLLOCATION INTERCONNECTION .....................................3
--------------------
5. PHYSICAL COLLOCATION INTERCONNECTION ....................................6
-------------------------------------
6. LEASING OF NEVADA'S FACILITIES ..........................................6
--------------------
<PAGE>
APPENDIX NETWORK INTERCONNECTION METHODS ("NIM')
Network Interconnection Architecture designates Network Interconnection Methods
("NIMs") to be used by the Parties. These include: Fiber Meets; Virtual
Collocation Interconnection; Physical Collocation Interconnection; leasing of
NEVADA facilities; and other methods as mutually agreed to by the Parties.
1. HBER MEETS
1.1 Where the Parties interconnect their networks pursuant to a Fiber Meet,
the Parties shall jointly engineer and operate such interconnection as
a single SONET transmission system for the purposes of terminating
calls intended for a End User of one of the Parties, Transit Traffic,
and jointly provided Exchange Access. The Parties agree to establish
technical interface specifications for Fiber-Meet arrangements that
permit the successful interconnection and completion of traffic routed
over the facilities that interconnect at the Fiber Meet. Each Party is
responsible for designing, provisioning, ownership, and maintenance of
equipment and facilities on its side of the POI. Each Party is free to
select the manufacturer of its Fiber Optic Terminal ("FOT"). Neither
Party will be allowed to access the Data Communications Channel ("DCC')
of the other Party's EOT. The technical specifications will be designed
so that each Party may, as far as is technically feasible,
independently select the transmission, multiplexing, and fiber
terminating equipment to be used on its side of the Fiber Meet. The
Parties will work cooperatively to achieve equipment compatibility.
Requirements for such interconnection specifications will be defined in
joint engineering planning sessions between the Parties. The Parties
will use good faith efforts to develop and agree on these
specifications within ninety (90) days of the determination by the
Parties that such specifications shall be implemented, and in any case,
prior to the establishment of any Fiber Meet arrangements between them.
1.2 NEVADA shall, wholly at its own expense, procure, install,
and maintain the agreed-upon Optical Line Terminating
Multiplexer ("OLTM") equipment in each NEVADA Wire Center
where the Parties establish a Fiber Meet in capacity
sufficient to provision and maintain all logical trunk
groups prescribed by Appendix 1TR, Sections 1 and 2. CLEC
shall, wholly at its own expense, procure, install and
maintain the agreed upon OLTM equipment in each CLEC Wire
Center where the Parties establish a Fiber Meet in capacity
sufficient to provision and maintain all logical trunk
groups prescribed by Appendix ITK, Sections 1 and 2.
1.3NEVADA shall designate a manhole or other suitable entry way immediately
outside the Wire Center as a Fiber Meet entry point and shall
make all necessary preparations to receive and to allow and
enable CLEC to deliver fiber optic
<PAGE>
facilities into that manhole with sufficient spare length to
reach the OLTM equipment in NEVADA's Wire Center. CLEC shall
deliver and maintain such strands wholly at its own expense.
1.4 CLEC shall designate a manhole or other suitable entry way
immediately outside CLEC's Wire Center as a Fiber Meet entry
point and shall make all necessary preparations to receive and
to allow and enable NEVADA to deliver fiber optic facilities
into that manhole with sufficient spare length to reach the
OLTM equipment in CLEC's Wire Center. NEVADA shall deliver and
maintain such strands wholly at its own expense.
2. AVOIDANCE OF OVER PROVISIONING Underutilization is the inefficient
deployment and use of the network due to forecasting a need for more
capacity than actual usage requires and results in unnecessary costs for
interconnection facilities. To avoid over provisioning, the Parties will
agree to joint facility growth planning as detailed below.
3. JOINT FACILITY GROWTH PLANNING
The initial interconnection facility deployed for each interconnection shall be
the smallest standard available, e.g., for SONET this is an OC-3 system. The
following lists the criteria and processes needed to satisfy additional capacity
requirements beyond the initial system.
3.1 Criteria
3.1.1 Investment is to be minimized.
3.1.2 Facilities are to be deployed in a "just-in-time" fashion.
3.1.3Facilities will be planned for in accordance with the trunk forecasts
exchanged between the Parties as described in Appendix ITR.
3.2 Processes
3.2.1 Discussions to provide relief to existing facilities will be triggered
when either Party recognizes that the overall system facility ("DS-Is")
is at 90% of capacity.
3.2.2 Both Parties will perform a joint validation to ensure interconnecting
facilities have not been over provisioned. If any systems are over
provisioned, they will be turned down as appropriate. If any
interconnecting-facilities resizing lowers the fill level of the
<PAGE>
interconnecting facilities below 90%, the growth planning process will
be suspended and will not be reinitiated until a 90% fill level is
achieved. Trunk design blocking criteria described in Appendix ITR will
be used in - determining trunk group sizing requirements
and forecasts.
3.2.3 If based on the forecasted equivalent DS-1 growth the existing fiber
optic system is not projected to exhaust within one year, the Parties
will suspend further relief planning on this interconnection until a
date one year prior to the projected exhaust date. If growth patterns
change during the suspension period, either Party may re-initiate the
joint planning process.
3.2.4 If the placement of a minimum size system will not provide adequate
augmentation capacity for the joint forecast over a two-year period and
the forecast appears reasonable based upon history, the next larger
system may be deployed. In the case of a SONET system, the OC-3 system
could be upgraded to an OC-12. If the forecast does not justify a move
to the next larger system, another minimal size system (such as on
OC-3) could be placed. This criteria assumes both Parties have adequate
fibers for either scenario. If adequate fibers do not exist, both
Parties would negotiate placement of additional fibers and/or
equipment.
3.2.5 Both Parties will negotiate a project service date and corresponding
work schedule to consmet relief facilities in an effort to achieve
"just-in-time" deployment.
3.2.6 The joint planning process/negotiations should be completed within two
months of identification of 90% fill.
4. VIRTUAL COLLOCATION INTERCONNECTION
4.1 Subject to space availability and technical feasibility, NEVADA will
provide Virtual Collocation in accordance with the Act, the FCC rules
promulgated thereunder (e.g., 47 C.F.R. ss. 51.323), and any Commission
decision. Unless inconsistent with this Section 4, Virtual Collocation
Interconnection will be provided as set forth in Nevada Bell's
interstate Virtual Collocation tariffs (Nevada Bell's Tariff FCC No.
1).
4.1.1 If CLEC designates permitted telecommunications equipment
for Virtual Collocation that is not set forth in Nevada
Bell's ("NEVADA's") interstate tariff, the provisioning of
such telecommunications equipment shall be handled in the
same manner as is used by NEVADA for provisioning non-
tariffed equipment under its interstate Virtual Collocation
tariffs; provided, however, that in no event shall NEVADA be
required to file any tariff, whether interstate or
intrastate in jurisdiction. By way of example and not
<PAGE>
limitation, CLEC would apply for, and NEVADA would price,
provide, and bill such telecommunications equipment as if
under Nevada Bell's interstate virtual collocation tariff.
4.2 When providing Virtual Collocation, NEVADA will, at a minimum, install,
maintain, and repair Virtual Collocation equipment for CLEC within the
same time periods and with failure rates that are no greater than those
that apply to the performance of similar functions for comparable
equipment of NEVADA.
4.3 NEVADA will provide Virtual Collocation in "Eligible
Structures", as defined in Appendix PHYSICAL COLLOCATION,
and permit the Virtual Collocation of telecommunications
equipment permitted by 47 U.S.C.ss.251(c) (6), FCC roles
promulgated thereunder (e.g., 47 C.F.R.ss.51.323), and
Commission decisions.
4.3.1Notwithstanding any other provision hereof, NEVADA is under no
obligation to provide and shall not provide Virtual
Collocation for any equipment that, by its nature or due to
its characteristics and methods of operation, interferes with
or impairs service over NEVADA's network equipment, or
facilities, or the network, equipment, or facilities of any
other person or entity; creates hazards for or cause damage to
those networks, equipment, or facilities, the Premises, or the
Eligible Structure; impairs the privacy of any communications
carded in, fi:om, or through the Eligible Structure; or
creates hazards or cause physical harm to any person, entity,
or the public. The terms "Premises' and "Eligible Structure"
are as defined in Appendix PHYSICAL COLLOCATION.
4.4 Unless otherwise agreed to by NEVADA or required by law, the
telecommunications equipment that is permitted in any Eligible
Structure for Virtual Collocation is limited to the same or
substantially similar telecommunications equipment (determined with
reference to power and environmental requirements and conditions) that
NEVADA already places in that particular Eligible Structure (determined
on an Eligible Structure-by-Eligible Structure basis, and not by class
of Eligible Structures). To the extent that permitted Virtual
Collocation equipment is not the same or substantially similar, the
preparation of the Eligible Structure (e.g., power, environmental) for
the Vimmi Collocation equipment will be charged to CLEC on an ICB
basis.
4.5Unless otherwise agreed to by NEVADA or required by law, all
Virtual Collocation equipment shall comply with Bellcore
Network Equipment Building System (NEBS) Generic
Requirements (GR-63-CORE and GR-1089-CORE) and any successor
document(s), including as such may be modified at any time
and from time to time and such modifications are adopted and
followed by NEVADA, and then where and how adopted and
followed by NEVADA ("NEBS Standards"). To the extent that
permitted Virtual Collocation equipment does not
<PAGE>
meet the NEBS Standards, the preparation of the Eligible Structure for
placement of such non-compliant Virtual Collocation equipment (e.g.,
firewall construction), if any, will be charged to CLEC on an ICB
basis.
4.6Virtual Collocation provided hereunder is made available subject to and in
accordance with:
(a) Nevada Bell's Technical Publication for Expanded
Interconnection with Nevada Bell - Virtual Collocation & SBI
dated October, 1995, and any successor document(s), as may be
modified from time to time as set forth below ("Virtual
Collocation Technical Publication"). NEVADA concurs in the
Virtual Collocation Technical Publication (ignoring any
provisions that are applicable only to SONET-Based
Interconnection) and adopts it as its own and, therefore, for
purposes of this Appendix, any reference therein to Nevada
Bell shall be deemed to refer to NEVADA only.
Co) any statutory and/or regulatory requirements in effect at the
time of the submission of the Virtual Collocation application
or subsequently become effective and then when effective.
CLEC shall strictly observe and abide by each.
4.7 The Virtual Collocation Technical Publication is attached hereto and,
along with the NEBS Standards, are incorporated herein by this
reference. CLEC may obtain a copy of the NEBS Standards by contacting
Bell Communications Research, Inc. at 1-800--421-2674.
4.8 If the Virtual Collocation Technical Publication is modified from the
attached, the
following shall apply:.
(a) If a modification is made alter the date on which CLEC has
or orders a Virtual Collocation arrangement, NEVADA shall
provide CLEC with those modifications or with revised
versions of such, listing or noting the modifications as
appropriate. Any such modification shall become effective
and thereafter applicable under this Agreement thirty (30)
days after such amendment is released by NEVADA, except for
those specific amendments to which CLEC objects to within
thirty (30) days of receipt, providing therewith an
explanation for each such objection. The Parties shall
pursue such objections informally with each other and, if
not resolved within forty-five (45) days, either Party will
have fourteen (14) days to invoke the dispute resolution
procedures applicable to this Agreement. If neither Party
invokes those procedures, the modification is deemed
effective and applicable.
<PAGE>
(b) If a modification is made after this Appendix becomes pan of an effective
"Statement of Terms and Conditions" or similar document for NEVADA (and the
modification has not been included in a change to that - "Statement" or
this Appendix), and before CLEC's initial virtual collocation arrangement,
then NEVADA will provide CLEC with a copy of such modifications or the most
recent version or revision of the particular document promptly after
receipt of CLEC's virtual collocation application. Any CLEC objection to
those modifications must be received by NEVADA by the thirtieth (30th) day
after receipt by CLEC. Thereafter, the same process and procedure
(including timelines) for resolving any objection made under Section 4.8(a)
shall apply.
(c) Notwithstanding Sections 4.8(a) and/or (b), any modification made to
address situations potentially harmful to NEVADA's or another's
network, equipment, or facilities, the Eligible Structure, the
Premises, or to comply with statutory or regulatory requirements shall
become effective immediately and shall not be subject to objection.
NEVADA will immediately notify CLEC of any such modification.
4.9 The terms and conditions expressly set forth in this Appendix shall
control in the event of an irreconcilable conflict with the Virtual
Collocation Technical Publication or the NEBS Standards (including any
modification to any of them that can be objected to under this Section
4.8, regardless of whether CLEC objected to such modification pursuant
to Section 4.8). Notwithstanding the immediately preceding,
modifications that are governed by Section 4.8(c) shall apply
regardless of any conflict or inconsistency with any other term or
condition governing a Virtual Collocation arrangement unless contrary
to law.
4.10 Sections 14.3, 14.4, and 14.6 of Appendix PHYSICAL COLLOCATION are
incorporated by this reference into this Appendix NIM for purposes of
virtual collocation.
5. PHYSICAL COLLOCATION INTERCONNECTION
NEVADA will provide Physical Collocation in accordance with the Act,
the FCC rules promulgated thereunder (e.g., 47 C.F.R. ss.51.323), any
Commission decision and subject to Appendix PHYSICAL COLLOCATION.
6. LEASING OF NEVADA'S FACILITIES
6.1 CLEC's leasing of NEVADA's facilities for purposes of Appendix FrR,
Sections 1 and 2: Network Interconnection Architecture will be subject
to the mutual agreement of the Parties.
<PAGE>
6.2 CLEC's leasing of NEVADA's facilities for purposes of Section 4.3 of
the Main Agreement: Network Interconnection Methods, will be subject to
the mutual agreement of the Parties.
6.3 CLEC will provide a written leased facility request that will specify
the A- and Z-ends (CLLI codes, where known), equipment and muxing
required and provide quantities requested. Requests for leasing of
NEVADA's facilities for the purposes of interconnection and any future
augmentations are subject to facility availability at the time of the
request.
6.4 Any request by the CLEC for leased facilities where facilities,
equipment, or riser cable do not exist will be considered, and NEVADA
may agree to provide under a Leased Facilities Bona Fide Request
("BFR") Process as defined below:
6.4.1 A Leased Facilities BFR will be submitted by CLEC in writing
and will include a description of the facilities needed
including the quantity, size (DS-3 or DS-l), A- and Z-end of
the facilities, equipment and muxing requirements, and date
needed.
6.4.2 The CLEC may cancel a Leased Facilities BFR at any time, but
will pay NEVADA any reasonable and demonstrable costs of
processing and/or implementing the Leased Facilities BFR up to
the date of cancellation.
6.4.3 Within ten (10) business days of its receipt, NEVADA will
acknowledge receipt of the Leased Facilities BFR.
6.4.4 Except under extraordinary circumstances, within thirty (30)
days of its receipt of a Leased Facilities BFR, NEVADA will
provide to CLEC a written response to the request. The
response will confirm whether NEVADA will offer the leased
facilities or not. If NEVADA determines it will offer the
leased facilities, NEVADA will provide the CLEC a Leased
Facilities BFR quote which will include the applicable
recurring and nonrecurring rates and installation intervals.
6.4.5 Within sixty-five (65) business days of its receipt of the
Leased Facilities BFR quote, CLEC must confirm its order. If
not confirmed within sixty-five (65) business days, NEVADA
reserves the fight to modify or withdraw its Leased Facilities
BFR quote.
<PAGE>
APPENDIX PORT
<PAGE>
- - TABLE OF CONTENTS
1. INTERIM NUMBER PORTABILITY ("INP") .................................1
-----------------------------------
1.1 General ...........................................................1
1.2 Terms, Conditions Under Which NEVADA Shall Provide INP ............1
---------------------------------------------------
1.2.1 Service Provided ..........................................1
--------
1.2.2 Obligations of NEVADA .....................................2
------------
1.2.3 Obligations of CLECs ......................................2
------------
1.2.4 Limitations Of Service ....................................3
------------
1.3 Service Descriptions ..............................................3
---------------------
1.3.1 INP - DNCF ......................................................3
-----------
1.3.2 ~ - FlexDID .....................................................4
----
1.4 Intercompany Terminating Compe~qation .............................4
--------------------------------------
1'.5 Pricing ..........................................................5
2. PERM. ANENT NUMBER PORTABILITY ("PNP") .............................5
-------------------------------
2.1 General ...........................................................5
2.2 Terms and Conditions Under Which NEVADA Shall Provide PNP .........5
----------------------------------------------------------
2.2.1 Service Provided ...........................................5
--------
2.2.2 Obligations Of NEVADA ......................................6
------------
2.2.3 Obligations of CLEC ........................................6
--------------------
<PAGE>
2.2.4Obligations of Both Parties ...........................................7
--------------------
2.2.5 Limitations Of Service .....................................8
------------
2.2.6 Service Descriptions .......................................8
---------------------
2.2.7 Pricing ....................................................9
3. INP TO PNP TRANSITION ..............................................9
-----------
4. MASS CALLING CODES .................................................9
-------------------
4.1 General.: ..........................................................9
4.2 Service Provided ..................................................10
--------
4.3 Obligations of NEVADA ...........................................l0
----------------------
..................................................................?
4.4 Obligations of CLEC .............................................11
--------------------
4.5 CLEC Mass CailinE Codes .........................................11
------------------------
4.6 Limitations of Service ..........................................11
------------
5. PROVISION OF INP AND PNP BY CLEC TO NEVAD.s .............................11
--------------------------------------------
<PAGE>
1. INTERI~ NUMBER PORTABILITY ("INP")
----------------------------------
1.1 General
NEVADA and CLEC will provide Interim Number Portability
("INP") in accordance with requirements of the Act. INP will
be provided by each Party to the other upon request. INP will
be provided with minimum impairment of functionality, quality,
reliability and convenience to subscribers of CLEC or NEVADA.
As described herein, INP is a service arrangement whereby an
End User,, who switches subscription of exchange service from
one provider to another is permitted to retain, for its use,
the existing assigned number provided that the End. User
remains in the same serving wire center.
1.2 Terms, Conditions Under Which NEVADA Shall Provide INP
1.2.1 Service Provided
1.2.1.1 NEVADA shall only provide INP, as described herein, to CLEC.
1.2.1.2 NEVADA shall only provide INP services and facilities where technically
feasible, subject to the availability of facilities, and only from
properly equipped central offices. NEVADA does not offer INP services
and facilities for NXX codes 555, 800, 888, 950 or any NXX codes that
are not specific to a geographic location and wire center.
1.2.1.3 NEVADA shall not provide INP services for End User accounts where the
End User's payments are thirty (30) days or more in arrears, or where
contract termination liabilities would be assessed by NEVADA to the End
User, unless full payment is made, or an agreement is reached where
CLEC agrees to make full payment on the End User's behalf, including
any termination amounts due.
1.2.1.4 When the exchange service offerings associated with INP service are
provisioned using DNCF switching arrangements, NEVADA shall, for
technical reasons, provide service - from host central offices. INP
service for remote arrangements will be served from the host central
office.
<PAGE>
1.2-2 Obligations of NEVADA
NEVADA's sole responsibility is to comply with the service requests it
receives from CLEC and to provide INP in accordance with this
- - Appendix.
1.2.3 Obligations of CLECs
1.2.3.1 CLEC shall coordinate the provision of service with NEVADA to assure
that CLEC's switch is capable of accepting INP ported traffic.
1.2.3.2 CLEC is solely responsible to provide equipment and facilities that are
compatible with NEVADA's service parameters, interfaces, equipment and
facilities. CLEC shall provide sufficient terminating facilities and
services at the terminating end of an INP call to adequately handle all
traffic to that location and shall ensure that its facilities, equipment
and services do not interfere with or impair any facility, equipment or
service of NEVADA or any of its End Users. In the event that NEVADA
determines, in its sole judgment, that CLEC will likely impair or is
impairing, or interfering with any equipment, facility, or service of
NEVADA or any of its End Users, NEVADA may either refuse to provide INP
service or terminate it in accordance with other provisions of this
Agreement or NEVADA's tariffs, where applicable.
1.2.3.3 CLEC shall provide an appropriate intercept announcement service for
any telephone numbers subscribed to INP service for which CLEC is not
presently providing exchange service or terminating to an End User.
1.2.3.4 When a ported telephone number becomes vacant, e.g., the telephone
number is no longer in service by the original End User and a period
for intercept and referral equivalent to that which is provided by
NEVADA to its own End User subscribers has elapsed, the ported
telephone number will be released back to NEVADA.
1.2.3.4.1Formerly ported telephone numbers which revert to NEVADA as described
above shall be reassigned or provided with a standard NEVADA intercept
announcement in accordance with NEVADA's standard operating procedures
then in effect.
<PAGE>
1.2.3.5 CLEC shall designate to NEVADA at the time of its initial
service request for INP service one of the following options
for handling and processing of Calling Card, Collect, Third
Party, - and other operator handled non-sent paid calls from
or to CLEC assigned telephone numbers:
(a) CLEC may elect to block the completion
of third number and calling card calls
through the use of LIDB to select ported
numbers.
Co) For non-sent paid calls billed to INP
assigned numbers, a separate
sub-clearinghouse billing arrangement must
be established which will provide for the
transmission of the ElYIR 01-01-01 billing
records, and settlement of toll revenues.
1.2.4 Limitations Of Service
1.2.4.1 NEVADA is not responsible for adverse effects on any
service, facility or equipment from the use of IN'P
service.
1.2.4.2 End-to-end transmission characteristics cannot be
specified by NEVADA for calls over INP facilities
because end-to-end transmission characteristics may
vary depending on the distance and routing necessary
to complete calls over INP facilities and the fact
that another carder is involved in the provisioning
of service.
1.3 Service Descriptions
1.3.1 INP - DNCF
INP-DNCF is a service whereby a call dialed to an INP-DNCF
equipped telephone number, assigned to NEVADA, is
automatically forwarded to CLEC-assigned, 7- or 10-digit
telephone number. The forwarded-to-number must be specified by
CLEC at the same wire center wherein the ported number
resides.
1.3.1.1 INP-DNCF provides an initial call path and one
additional path for the forwarding of no more than
two (2) simultaneous calls to CLEC's specified
forwarded-to number. Additional call paths are
available on a per path basis up to a maximum of
ninety-nine (99) call paths.
<PAGE>
1.3.1.2 CLEC-assigned forwarded-to number shall be treated as two
separate calls with respect to interconnection compensation, End User
toll billing, and intercompany settlement and access billing, i.e., an
incoming call to NEVADA's ported number shall be handled like any
other NEVADA call being terminated to that End Office and the ported
call to CLEC's assigned telephone number in CLEC's switch shall be
handled as any local calls between NEVADA and CLEC.
1.3.1.3 Where facilities exist, NEVADA will provide identification of
the originating telephone number, via SS7 signaling, to CLEC.
1.3.2 INP - FlexDID'
INP-FlexDID is a service which provides for the delivery of the called
(dialed) number to CLEC's switching (central office or premises)
equipment for identification and subsequent routing and call completion
over a dedicated direct final trunk group.
1.3-2.1 R%TP-FlexDD:) is available either on a per voice grade channel
basis or a per DS-1 (24 equivalent voice grade channels) basis.
1.3.2.1.1 Where the location of CLEC's switching equipment to which
NEVADA is providing voice grade or DS- I INP-FlexDID service resides
outside the exchange or central office serving area from which the
INP-FlexDID service is purchased, CLEC shall pay applicable
interoffice mileage charges as specified in NEVADA's Tariff P.S.C.N.
C, Section 7.
1.3.2.2 INP-FlexDID service must be established with a minimum
configuration of two (2) voice grade channels and one unassigned
telephone number per NEVADA switch. Transport facilities arranged for
INP-FlexDID may not be mixed with any other type of trunk group.
Outgoing calls may not be placed over facilities arranged for
INP-FlexDID service.
1.3.2.3 SS7 Signaling is not available on the INP-FlexDID
facilities.
1.4 Interco any Terminating Compensation
With regard to the division of intercompany compensation and switched
access revenues associated with interim number portability, the Porting
Party shall pay the Ported-to-Party $1.75 per month for each business
line and $1.25 per month for each residence line associated with the
INP arrangement. Determination of the number of lines to which the
above payment shall apply will be made at the time
<PAGE>
the INP arrangement is established. Such payment shall continue until the INP
arrangement is disconnected or PNP is made available for the INP number,
whichever occurs first. Such amount is in consideration of the Switched Access
compensation and reciprocal compensation that would have been received by each
Party if PNP had been in effect.
1.5 Pricin
1.5.1 The Parties will comply with all effective FCC, Commission
and/or court orders governing INP cost recovery and compensation. The
Parties acknowledge that the Telephone Number Portability Order is
subject to pending Petitions for Reconsideration and may be appealed.
As such, the Number Portability Order may be reconsidered, revised and
remanded, or vacated, subject to further proceedings before the FCC.
As such, until a final decision is rendered on INP cost recovery, the
Parties agree to track the costs associated with the implementation
and provision of INP and to "true-up" INP-related accruals to reflect
the final terms of any such order.
1.5.2 Neither Party waives its rights to advocate its views on INP
cost recovery, or to present its views before any appropriate
regulatory agency.
1.5.3 Charges associated with the Provision of INP are described in
Appendix PRICING.
2. PERMANENT NUMBER PORTABILITY ("PNP")
2.1 General
The FCCs Telephone Number Portability, CC Docket No. 95-116,
First Memorandum Opinion and Order on Reconsideration, 12 FCC
Rcd. 7236 (1997), requires " . . all LECs to implement a long
term service provider portability method in the 100 largest
Metropolitan Statistical Areas ("MSA") according to a phased
schedule that commences October 1, 1997, and concludes
December 31, 1998." While the FCC declined " . . . (to]
choose[s] a particular technology for providing number
portability", it did establish performance criteria that LECs
must meet. The technology that meets the FCC's performance
criteria is Location Routing Number ("LRN"). LRN is currently
being used by the telecommunications industry to provide PNP.
2.2 Terms and Conditions Under Which NEVADA Shall Provide PNP
2.2.1 Service Provided
2.2. 1.1 NEVADA will provide CLEC the use of NEVADA's PNP
database via the Service Provider Number Portability ("SPNP")
<PAGE>
Database Query. CLEC's STP, Tandem, and/or End Office's LRN software will
determine the need for accessing NEVADA's PNP database, and triggers the query.
NEVADA's PNP database will determine if the number has, or has not, been ported
and will provide LRN if a number is ported.
2.2.1.2 NEVADA will provide CLEC the use of th NEVADA PNP database,
PNP software, and SS7 network via the SPNP Query.
2.2.1.3 NEVADA shall only provide PNP services and facilities where
technically feasible, subject to the availability of facilities, and
only from properly equipped central offices.
2.2.1.4 NEVADA does not offer PNP services and facilities for NXX
codes 555, and 950.
2.2.2 Obligations Of NEVADA
2.2.2.1 NEVADA will deploy LRN in the followin MSAs per the timelines
set forth by the FCC, unless such timelines are extended by the FCC:
MSA DEPLOYNENT COMPLETED BY
Las Vegas June 30, 1998 *
2.2.2.2 After December 31, 1998, NEVADA will deploy LRN in other
MSAs within six (6) months after receipt of a Bona Fide
Request (see ATTACHMENT 1) from CLEC.
2.2.3 Obligations of CLEC
2.2.3.1 When purchasing the SPNP Database Query, CLEC will access
NEVADA's facilities via an SS7 link (Section 6 of FCC No. 1 Access
Service Tariff) to NEVADA's STP.
2.2.3.2 When purchasing the SPNP Query - Prearranged, CLEC will advise
NEVADA of the entry point(s) of queries to NEVADA's network and
provide a query forecast for each entry point.
* If one or more switches are selected to become PNP capable
<PAGE>
2.2.3.3 CLEC is responsible for advising the Number Portability
Administration Center ("NPAC"), of telephone numbers that they import,
and the associated data as identified in industry forums as being
required for PNP.
2.2.3.4 After the initial deployment of PNP in an MSA, CLEC shall
submit a Bona Fide Request (see ATTACHMENT 1) to request that a NEVADA
switch become LRN capable. The requested switch will be made LRN
capable within the time frame stipulated by the FCC.
2.2.3.5 When CLEC requests that an NXX in an LRN-capabl NEVADA switch
become portable, CLEC shall follow the industry standard LERG
procedures.
2.2.3.6 CLEC shall be certified by the Regional NPAC prior to
scheduling Intercompany testing of PNP.
2.2.3.7 CLEC shall adhere to NEVADA's Local Service Request ("LSR")
format and PNP due date intervals.
2.2.3.8 CLEC shall adhere to NEVADA's reserved number terms and
conditions.
2.2.4 Obligations of Both Parties
2.2.4.1 When a ported telephone number becomes vacant, e.g., the
telephone number is no longer in service by the original End User, the
ported telephone number will be released back to the carrier owning
the switch in which the telephone number's NXX is native.
2.2.4.2 Each Party has the right to block a default routed call
entering a network in order to protect the public switched network
from overload, congestion, or failure propagation.
2.2.4.3 Industry guidelines shall be followed regarding all aspects of
porting numbers from one network to another.
2.2.4.4 Intracompany testing shall be performed prior t scheduling of
intercompany testing.
2.2.4.5 Each Party shall designate a single point of contact ("SPOC")
to schedule and perform required testing. These tests will be
<PAGE>
performed during a mutually agreed upon time frame and must meet the
criteria set forth by the Pacific West Region for porting.
2.2.4.6 Each Party shall abide by NANC and Pacific West Region
provisioning and implementation processes.
2.2.4.7 The Parties agree to implement PNP in compliance with the FCC
or Commission orders, and pursuant to PUBL-780050-PB/NB, Pacific
Bell/Nevada Bell Number Portability Network Interface Specification.
2.2.5 Limitations Of Service
2.2.5.1 Telephone numbers can be ported only within NEVADA wire
centers as approved by the State Commission.
2.2.5.2 Telephone numbers in the following NEVADA NXXs shall not be
ported:
(a) wireless NXXs.
2.2.5.3 Telephone numbers with NXXs dedicated to High Volume Call In
("HVCI") networks are not portable via LRN. HVCI numbers will be
ported as described in Section 4 of this Appendix.
2.2.6 Service Descriptions
2.2.6.1 The switch's LRN software determines if the called party is in
a portable NXX. If the called party is in a portable NXX, a query is
launched to the PNP database to determine whether or not the called
number is ported.
2.2.6.2 When the called number with a portable NXX is ported, an LRN
is returned to the switch that launched the query. Per industry
standards, the LRN appears in the CdPN ("Called Party Number") field
of the SS7 message and the called number then appears in the GAP
("Generic Address Parameters") field.
2.2.6.3 When the called number with a portable NXX is not ported, the
call is completed as in the pre-PNP environment.
2.2.6.4 The FCI ("Forward Call Identifier") field's entry is changed
from 0 to 1 by the switch triggering the query when a query is made,
regardless of whether the called number is ported or not.
<PAGE>
2.2.6.5 The N- I carrier (N carrier is the responsible Party for
terminating a call to the End User) has the responsibility to
determine if a query is required, to launch the query, and to route
the call to the switch or network in which the telephone number
resides.
2.2.6.6 If CLEC chooses not to fulfill their N-1 carrie
responsibility, NEVADA will perform queries on calls to telephone
numbers with portable NXXs received from the N- I carrier and route
the call to the switch or network in which the telephone number
resides.
2.2.6.7 CLEC shall be responsible for payment of charge to NEVADA for
any queries made on the N-1 carrier's behalf
2.2.7 Pricing
The price of PNP queries shall be the same as those in the FCC No. 1
Access Services Tariff, Section 19.
3. INP TO PNP TRANSITION
3.1 NEVADA will deploy LRN in the switches requested as a result of
the State Commission's poll of CLECs to name the switches in which
they want LRN deployed.
3.2 CLECs shall issue LSRs to change their existing INP accounts to
PNP within a 90 day window for all the selected switches in an MSA
which starts immediately after the PNP Phase completes for that MSA,
e.g., for all selected switches in the Los Angeles MSA the window
starts 7/19/98 and completes 10/17/98.
3.3 New requests for INP will not be provided in a NEVADA switch once
LRN has been deployed in that switch.
3.4 The Parties shall coordinate each MSA's transition from INP to
PNP. When a service provider's INP lines exceed eight (8) in an NXX
and/or fifty (50) lines in a MSA, they shall send advance notice to
the owner of the switch(es) in which those TNs are homed, indicating
the volume of orders involved in the INP to PNP transition.
4. MASS CALLING CODES
4.1 General
Mass calling codes, i.e., High Volume Call-In ("HVCI") NXXs, are used
in a network serving arrangement provided by NEVADA in special
circumstances
<PAGE>
where large numbers of incoming calls are solicited by an End User and the
number of calls far exceeds the switching capacity of the terminating office,
the number of lines available for terminating those calls, and/or the STP's
query capacity to the PNP database. The following two different sets of End User
objectives usually create this condition:
(a) low call completion; and
(b) high call completion.
Given the potentially hazardous effect calling conditions of this nature could
have on the network, NEVADA will provide mass calling code portability using a
non-LRN solution.
4.2 Service Provided
4.2.1 NEVADA will offer the ability to port telephone numbers with a
mass calling NXX code via the use of pseudo codes or route index
numbers. In this non-LRN scenario, calls to the NEVADA mass calling
NXX code will leave the originating end office over dedicated NT trunk
groups to the NEVADA mass calling tandem. The mass calling tandem will
then route the calls over dedicated MF trunks to the NEVADA HVCI
serving office. The HVCI serving office will translate the dialed mass
calling number to a non-dialable pseudo code or a route index number
that mutes the call to the mass calling customer.
4.2.2 When a CLEC requests that a NEVADA number with a mass calling
NXX code be ported to their network, NEVADA will build translations at
the HVCI serving office to route the incoming calls to a CLEC provided
dedicated Direct Inward Dial (DID) MY trunk group from the HVCI
serving office to the CLEC central office.
4.3 Obligations of NEVADA
4.3.1 NEVADA will port its numbers with mass calling NXXS upon request
by the CLEC. Non-LRN porting will be done via pseudo code or route
index translation in the NEVADA HVCI serving office rather than STP
queries to the PNP database. This method of porting mass call numbers
will be used during both INP and PNP period in each market.
4.3.2 NEVADA will not charge the CLEC for the use of its HVCI network
by the CLEC's mass calling customer. In exchange, NEVADA will not pay
intercompany terminating compensation for terminating minutes of use
(MOU) for ported HVCI calls.
<PAGE>
4.4 Obligations of CLEC
4.4.1 CLEC shall adhere to NEVADA's Local Service Request (LSR) format and mass
calling due date intervals.
4.4.2 The CLEC shall provide the facility and DID trunk group
from the NEVADA HVCI serving office to the CLEC's serving
office. The CLEC shall size this one-way MF trunk group.
4.4.3 The CLEC shall forego any inter-company terminating MOU
compensation for termination calls coming in on this trunk
group.
4.5 CLEC Mass Calling Codes
4.5.1 Should the CLEC assign a mass calling NXX code(s) and
establish a mass calling interface for traffic destined to
its HVCI serving office(s), the CLEC shall home its HVCI
serving office(s) on a NEVADA mass calling tandem and a
similar mass calling trunking arrangement (one-way outgoing
with MF signaling) will be provided from NEVADA's tandem to
the CLEC. In order to allow the Parties time to order and
install such mass calling trunks, the CLEC shall provide
NEVADA notification of its intention to deploy mass calling
NXX code(s) at least 90 days before such codes are opened in
the LERG. See Appendix ITR for more information regarding
this mass local interconnection trunk group.
4.5.2 MF and SS7 trunk groups shall not be provided within a DS1
facility. A separate DS1 facility per signaling type shall
be used. Where NEVADA and CLEC both provide mass calling
trunking, both Parties' mass calling trunks may ride the
same DS I facility.
4.6 Limitations of Service
CLEC shall adhere to NEVADA's reserved number terms and
conditions. When a ported number with a mass calling NXX
code becomes vacant, e.g., the ported number is no longer in
service by the original end user, the ported number shall be
released back to the carrier owning the switch in which the
telephone number's NXX is native.
5. PROVISION OF INP AND PNP BY CLEC TO NEVADA
CLEC shall provide INP and PNP to NEVADA under no less favorable terms and
conditions as when NEVADA provides such services to CLEC.
<PAGE>
ATTACHMENT I
PERMANENT NUMBER PORTABILITY ("PNP")
BONA FIDE REQUEST ("BFR") PROCESS
The Permanent Number Portability ("PNP") Bona Fide Request ("BFR") is a process
which Competitive Local Exchange Carriers ("CLECs") shall use to request that
PNP be deployed:
(a) in a Metropolitan Statistical Area ("MSA") beyond the 100 largest MSAs
in the country, and
(b) in additional switch(es) in an MSA in which PNP has been deployed. Per the
FCC's First Report And Order And Further Notice Of Proposed Rulemaking
(July, 1996, paragraph 80), CLEC can request that PNP be deployed in
additional MSAs beginning January 1, 1999. NEVADA is to provide PNP in that
MSA in the requested switches within six (6) months of receipt of a BFR.
Per the FCC's First Memorandum Opinion And Order On Reconsideration (March,
1997, 165,66), switches that were not requested to be PNP capable in the initial
PNP deployment in the top 100 MSAs can be requested to be made PNP capable. The
following time frames begin after an MSA's phase end date has been reached:
(a) equipped DNCF switches within 30 days
(b) hardware capable switches within 60 days
(c) capable switches requiring hardware within 180 days
(d) non-capable switches within 180 days
These time frames begin after the receipt of a BFR.
<PAGE>
ATTACHMENT 1
REQUEST FOR INSTALLATION OF PNP SOFTWARE
The request to make one or more switches in an MSA PNP capable shall be made in
the form of a letter from CLEC to its NEVADA Account Manager which shall specify
the following:
(a) the MSA in which requested switch(es) are located;
(b) the- switch(es), by CLLI code, that are to become PNP capable;
(c) the date when PNP capability is requested with the FCC established time
frames being the least amount of time; and
(d) the projected quantity of queries that result from this new capability with
a demand forecast per Tandem or End Office with which CLEC interconnects.
An initial response from NEVADA's Account Manager, acknowledging receipt of the
BFR and the date when requested switch(es) will be PNP capable, must be made to
CLEC within ten (10) business days of receipt of the BFR.
NEVADA BELL PAC-WEST TELECOMM, INC.
Signature Signature
Title Title
Date Date
<PAGE>
APPENDIX OS
<PAGE>
APPENDIX OS
Page i of ii NEVADAIPAC-WEST TELECOMM, INC.
020999
TABLE OF CONTENTS
1. SERVICES ..............................................................I
1. 1 Fully Automated Call Processin .......................................1
-------------------------------
1.2 Operator-Assisted Call Processin ......................................1
---------------------------------
2. DEFINITIONS ............................................................I
------------
2.1 Fully Automated Call Processin ........................................1
-------------------------------
2.1.1 Fully Automated Calling Card Station-To-Station .....................1
------------------------------------------------
2.2 Operator-Assisted Call Processin ......................................2
---------------------------------
2.2.1 Semi-Automated Station-To-Station .................................2
----------------------------------
2.2.2 Semi-Automated Person-To-Person ...................................2
--------------------------------
2.2.3 Semi-Automated Calling Card Station-To-Station ....................2
-----------------------------------------------
2.2.4 Station-To-Station ("Operator Handled") ...........................3
----------------------------------------
2.2.5 Person-To-Person ("Operator Handled") .............................3
--------------------------------------
2.2.6 Line Status Verification ..........................................3
-------------------------
2.2.7 Busy Line Interrupt ...............................................3
----------
2.2.8 Miscellaneous .....................................................3
--------------
3. CALL BRANDING AND RATE REFERENCE REQUIREMENTS ..........................4
----------------------------------------------
3.1 Requirements ..........................................................4
-------------
3.2 Call Branding .........................................................4
--------------
3.3 Operator Services ("'OS") Rate/Reference Information ................4
-----------------------------------------------------
<PAGE>
4. HANDLING OF EMERGENCY CALLS TO OPERATOR ................................4
----------------------------------------
5. RESPONSIBILITIES OF THE PARTIES ........................................4
--------------------------------
6. METHODS AND PRACTICES ..................................................6
----------------------
7. PRICING ................................................................6
8. MONTHLY BILLING ........................................................6
----------------
9. LIABILITY ..............................................................6
10.........................................................................
TERM OF
- -------
APPENDIX ....................................................................6
- ---------
<PAGE>
OPERATOR SERVICES
This Appendix sets forth the terms and conditions under which Nevada Bell
("NEVADA") agrees to provide nondiscriminatory access to Operator Services for
CLEC.
1. SERVICES
NEVADA will provide the following Operator Services:
1.1 Fully Automated Call Processing
Allows the caller to complete a call utilizing equipment without the
assistance of NEVADA's operator, hereafter called "Operator."
This allows the caller the option of inputting calling card
numbers using the Mechanized Calling Card Service ("MCCS").
1.2 Operator-Assisted Call Processing
Allows the caller to complete a call by receiving assistance
from an Operator.
2. DEFINITIONS
2.1 Fully Automated Call Processin
NEVADA will support the following fully automated call types for CLEC:
2.1.1 Fully Automated Calling Card Station-To-Station
This service is provided when the caller dials zero ("0'% plus
the desired telephone number and the telecommunications
calling card number to which the call is to be charged. The
call is completed without the assistance of an Operator. An
authorized telecommunications calling card for the purpose of
this Appendix is one for which NEVADA can perform billing
validation. Fully- Automated Calling Card Call Service may
also include the following situations:
(a) When an individual with a disability dials zero ("0") and
identifies himself or herself as disabled, he or she will
provide the Operator the desired telephone number and the
calling card number to which the call is to be billed.
(b) When due to trouble-on the network, or lack of service
components (facilities to the MCCS network), the automated
call processing cannot be completed without assistance from
an Operator.
<PAGE>
(c) When an Operator reestablishes an interrupted call that
meets any
of the situations described in this call type.
2.2 Operator-Assisted Call Processin
NEVADA will support the following operator-assisted call types for
CLEC:
2.2.1 Semi-Automated Station-To-Station
A service provided when the caller dials zero ("0") plus the
telephone number desired and the call is completed with the
assistance of an Operator. Semi-Automated Station-to-Station
service may also include the following situations:
(a) Where the caller does not dial zero ("0") prior to calling the
number desired from a public or semi-public telephone, or from
a telephone where the call is routed directly to an Operator
(excluding calling card calls).
(b) When an Operator re-establishes an interrupted call that
meets any
of the situations described in this call type.
2.2.2 Semi-Automated Person-To-Person
A service in which the caller dials zero ("0") plus the telephone
number desired and specifies to the Operator the particular person to
be reached or a particular PBX station, department or office to be
reached through a PBX attendant. This service applies even if the
caller agrees, after the connection is established, to speak to any
party other than the party previously specified. Semi- Automated
Person-to- Person service may also include:
(a) Where the caller does not dial a zero ("0") prior to dialing the
number from a public or semi-public telephone, or where the call is
routed directly to an Operator.
(b) When an operator reestablishes an interrupted call that
meets any
of the situations described in this call type.
2.2.3 Semi-Automated Calling Card Station-To-Station
A service provided when the caller dials zero ("0") plus the desired
telephone number and provides the Operator the calling card number to
which the call is to be charged. Semi-Automated Calling Card
Station-toStation service may also include the following situations:
<PAGE>
(a) When the caller does not dial zero ("0") prior to dialing the number
desired from a public or semi-public telephone, or from a telephone
that is directly routed to an Operator, and the call is billed to a
calling card.
(b) When an Operator reestablishes an interrupted call that
meets any
of the situations described in this call type.
2.2.4 Station-To-Station ("Operator Handled")
A service provided when the caller dials zero ("0") and places a sent
paid, collect, third number or calling card station-to-station call
using an Operator's assistance. These calls may originate from a
private, public or semi-public telephone. The service may also include
the situation when an Operator reestablishes an interrupted call that
meets any of the situations described in this call type.
2.2.5 Person-To-Person ("Operator Handled")
A service in which the caller dials zero ("0") and specifies to the
Operator the number desired and the person to be reached, or a
particular PBX station, department or office to be reached through a
PBX attendant. The call remains a person-to-person call even if the
caller agrees, after the connection is established, to speak to any
party other than the party previously specified. The service may also
include situations when an Operator reestablishes an interrupted call
that meets any of the situations described in this call type.
2.2.6 Line Status Verification
A service in which the caller asks the Operator to determine the
condition of a telephone line.
2.2.7 Busy Line Interrupt
A service in which the caller asks the Operator to interrupt a
conversation in progress, to determine if one of the parties is willing
to speak to the caller requesting the interrupt. A Busy Line Interrupt
charge will apply even if no conversation is in progress at the time of
the interrupt attempt, or when the parties interrupted refuse to
terminate the conversation in progress.
2.2.8 Miscellaneous
Includes the following call types: General Assistance 800, 888 and
connections to all other Toll Free services, CLEC Repair Bureau and
Business Office requests, credit requests, NPA-NXX location requests,
and all other 0- No Attempt services.
<PAGE>
3. CALL BRANDING AND RATE REFERENCE REQUIREMENTS
3.1 Requirements
Pursuant to Section 226 (b) of The Telecommunications Act of 1996, each
provider of Operator Services is required to:
(a) provide its brand at the beginning of each telephone call and
before the consumer incurs any charge for the call; and (b) disclose
immediately to the consumer, upon request, a quote of its rates or
charges for the call.
3.2 Call Brandin
Currently NEVADA is unable to provide unique branding for
CLEC. All OS calls will be unbranded. When NEVADA has the
capability to uniquely brand CLEC's OS calls, the Parties
shall negotiate the specific price, terms and conditions for
this service.
3.3 Operator Services ("OS") Rate/Reference Information
Currently, NEVADA is unable to provide unique Rate/Reference
Information.
When NEVADA has the capability to provide unique
Rate/Reference Information for CLECs, the Parties shall
negotiate the specific price, terms and conditions for this
service. In the interim, CLEC specific rate quotes will only
be provided when CLEC's OS Rates exactly mirror NEVADA rates.
To the extent CLEC provides NEVADA its customer service center
number, NEVADA will provide such referral number to CLEC's End
User customer for all other rate quotes.
4. HANDLING OF EMERGENCY CALLS TO OPERATOR
To the extent CLEC's NXX encompasses multiple emergency agencies,
NEVADA will agree to query the caller on his/her community and to
transfer the caller to the appropriate emergency agency for the
caller's area. CLEC must provide NEVADA with the correct information to
enable the transfer. CLEC will also provide default emergency agency
numbers to use when the customer is unable to provide his/her
community. When the assistance of another Carrier's operator is
required, NEVADA will attempt to reach the appropriate operator if the
network facilities for inward assistance exist. CLEC agrees to
indemnify NEVADA for any misdirected calls.
5. RESPONSIBILITIES OF THE PARTIES
5.1 NEVADA will be the sole provider of Operator Services fo CLEC's
local service area(s) beginning on the service effective date. NEVADA
will provide Operator Services only where the necessary physical
facilities are available and in place and under conditions previously
stated in this Appendix.
<PAGE>
5.2 CLEC will be responsible for providing the equipment and
facilities necessary for signaling and routing calls with Automatic
Number Identification ("ANI") to each NEVADA operator switch. Should
CLEC seek to provide interexchange Operator Services under this
agreement, it is responsible for ordering the necessary facilities
through NEVADA's interstate or intrastate Access Service tariffs.
Nothing in this agreement in any way changes the manner in which an
interexchange carrier obtains access service for the purpose of
originating or terminating interexchange traffic.
5.3 Except where CLEC is purchasing Unbundled Local Switchin ("ULS")
Port as defined in Appendix UNE, CLEC must separately purchase TOPS
Access at a DS-1 level to connect its switch to NEVADA's TOPS switch
for purposes of delivering operator traffic. 5.3.1 NEVADA will provide
nondiscriminatory access to Operator Services via any of the following
methods
(a) CLEC provides its own facilities and orders OS trunks and TOPS
Access from NEVADA;
(b) CLEC is collocated in the Wire Center where NEVADA's TOPS
switch is located and purchases Expanded Interconnection Service
Channel Termination from NEVADA's tariff FCC 1, Section 18 in addition
to the TOPS Access and OS trunks; or
(c) CLEC purchases facilities, OS trunks and TOPS Access from
NEVADA.
5.3.2 Rates for TOPS Access are displayed in Appendix PRICING. Rates,
terms and conditions for NEVADA's facilities and OS trunks are
available per NEVADA's tariff P.S.C.N. C.
5.3.3 TOPS trunking requirements are described in Appendix ITR.
5.4 Facilities necessary for the provision of Operator Services shall
be provided by the Parties hereto, using standard trunk traffic
engineering procedures to insure that the objective grade of service
is met. Each Party shall bear the costs for its own facilities and
equipment.
5.5 CLEC will furnish to NEVADA a completed Operator Services
questionnaire, forty-five (45) days in advance of the date when the
Operator Services are to be undertaken, unless otherwise agreed to by
the Parties.
<PAGE>
5.6 CLEC will provide NEVADA timely updates to the OS questionnaire
when changes are necessary. CLEC will provide any necessary records
and changes to records to NEVADA in writing or in any other mutually
agreeable format.
5.7 NEVADA will accumulate and provide CLEC such data as necessary for
CLEC to bill its End Users.
6. METHODS AND PRACTICES
NEVADA will provide the Operator Services to CLEC's End Users in
accordance with NEVADA's OS methods and practices in effect for NEVADA
at the time the OS call is made, unless otherwise agreed in writing by
both Parties.
7. PRICING
Pricing for Operator Services shall be based on the rates specified in Exhibit
I, which is attached and made part of this Appendix, and Appendix PRICING. The
rates will apply from the service effective date through the term of this
agreement as specified in Section 10.1 below. At any time beyond the specified
or the term of this Appendix, NEVADA may change the prices for the provision of
OS upon one hundred-twenty (120) days' notice to CLEC.
8. MONTHLY BILLING
NEVADA will render monthly billing statements to CLEC, and remittance
in full will be due within thirty (30) days of receipt.
9. LIABILITY
In addition to the limitation of liability and indemnification provisions of the
Agreement, CLEC also agrees to release, defend, indemnify, and hold harmless
NEVADA from any claim, demand or suit that asserts any infringement or invasion
of privacy or confidentiality of any person or persons caused or claimed to be
caused, directly, or indirectly, by NEVADA employees and equipment associated
with provision of the Operator Services. This provision includes but is not
limited to suits arising from disclosure of the telephone number, address, or
name associated with the telephone called or the telephone used to call the
Operator Services.
10. TERM OF APPENDIX
10.1 This Appendix will continue in force for the length of the
Interconnection Agreement, but no less than 12 months. Thereafter,
either Party may terminate this agreement upon 90 days written notice
to the other Party.
<PAGE>
10.2 If CLEC terminates this agreement prior to the first twelve (12)
months, CLEC shall pay, within thirty (30) days of the issuance of a
final bill by NEVADA, all amounts due for actual services provided
under this Appendix, plus estimated monthly charges for the remainder
of the term. Estimated charges will be based on an average of the
actual monthly amounts billed by NEVADA pursuant to this Appendix
prior to its termination.
10.3 The rates applicable for determining the amount(s) under the terms
outlined in this Section are those specified in Exhibit I attached hereto and
incorporated by reference and in Appendix PRICING.
<PAGE>
APPENDIX OSS-RESALE & UNE
<PAGE>
ACCESS TO OPERATIONS SUPPORT SYSTEMS FUNCTIONS
1. General Conditions
1.1 This Appendix sets forth the terms and conditions under which
NEVADA provides nondiscriminatory access to NEVADA'S operations support systems
(OSS) "functions" to CLEC for pre- ordering, ordering, provisioning, maintenance
/ repair, and billing. NEVADA has established performance measurements to
illustrate non-discriminatory access. These measurements are represented in
Appendix Performance Measurements.
1.2 Resale and Unbundled Network Elements (UNE) functions, will be
accessible via electronic interface, as described herein, where such functions
are available. Manual access is available for all pre-ordering, ordering,
provisioning, and billing functions via the Local Service Center (LSC). Repair
and maintenance functions are available in a manual mode through the Local
Operations Center (LOC).
1.3 CLEC agrees to utilize NEVADA electronic interfaces, as described
herein , only for the purposes of establishing and maintaining Resale services
or UNEs through NEVADA. In addition, CLEC agrees that such use will comply with
the summary of SBC's security practices as attached on the user ID request form.
Failure to comply with such security guidelines may result in forfeiture of
electronic access to OSS functionality.
1.4 CLEC's access to pre-order functions described in 2.2.2 and 2.3.2
will only be used to view Customer Proprietary Network Information (CPNI) of
another carrier's end-user where CLEC has obtained an authorization for release
of CPNI from the end user and has obtained an authorization to become the end
user's local service provider. The authorization for release of CPNI must
substantially reflect the following:
1.4.1 "This written consent serves as instruction to all
holders of my local exchange telecommunications Customer Proprietary Network
Information (CPNI) and account identification information to provide such
information to the undersigned. Specifically, I authorize disclosure of my
account billing name, billing address, and directory listing information, and
CPNI, including, service address, service and feature subscription, long
distance carrier identity, and all pending service order activity. This
Authorization remains in effect until such time that I revoke it directly or
appoint another individual/company with such capacity or undersigned receives
notice to disconnect my local exchange service or notice that a service
disconnect has been performed. At and from such time, this Authorization is null
and void."
Or
1.4.2 Authorization for change in local exchange service and
release of CPNI with documentation that adheres to all requirements of state and
federal law, as applicable.
<PAGE>
1.5 By utilizing electronic interfaces to access OSS functions,
CLEC agrees to
perform accurate and correct ordering as it relates to the application of Resale
rates and charges where they are subject to the terms of this Interconnection
Agreement and applicable NEVADA tariffs, and CLEC agrees to perform accurate and
correct ordering as it relates to NEVADA UNE rates and charges per the terms of
this Interconnection Agreement. All exception handling must be requested
manually from the LSC.
1.6 In areas where Resale and UNE. order functions are not available
via an electronic interface for the pre-order, ordering and provisioning
processes, NEVADA and CLEC will use manual processes. Should NEVADA develop
electronic interfaces for these functions for itself, NEVADA will make
electronic access available to CLEC.
1.7 The Information Services (I.S.) Call Center will provide technical
support function for electronic interfaces. CLEC will also provide a single
point of contact for technical issues related to the electronic interfaces.
1.8 NEVADA and CLEC will establish interface contingency plans and
disaster recovery plans for the pre-order, ordering and provisioning of Resale
services and UNE.
1.9 NEVADA reserves the right to modify or discontinue the use of any
system or interface as it deems appropriate. Provided however,
(a) NEVADA shall provide CLEC with at least 90 days prior written notice of any
planned discontinuance and provide CLEC with a functionally equivalent interface
to access the OSS functions for any system or interface that is discontinued.
Upon CLEC request, NEVADA shall also provide a reasonable transition period.
(b) NEVADA shall provide CLEC with reasonable prior written notice of any
significant system modifications.
1.10 If CLEC elects to utilize electronic interfaces based upon
industry guidelines for Resale or UNE, NEVADA and CLEC agree to participate in
the Order and Billing Forum (OBF) and the Telecommunications Industry Forum
(TCIF) to establish and conform to uniform industry guidelines for electronic
interfaces for pre- order, ordering, and provisioning. Neither Party waives its
rights as participants in such forums or in the implementation of the
guidelines. To achieve system functionality as quickly as possible, the Parties
acknowledge that NEVADA may deploy these interfaces with requirements developed
in advance of industry guidelines. Thus, subsequent modifications may be
necessary to comply with emerging guidelines. CLEC and NEVADA are individually
responsible for evaluating the risk of developing their respective systems in
advance of guidelines and agree to support their own system modifications to
comply with new requirements. In addition, NEVADA has the right to define LSR
Usage requirements according to the General Section 1.0, paragraph 1.4 of the
practices in the OBF Local Service Ordering Guidelines (LSOG), which states:
"Options described in this practice may not be
<PAGE>
applicable to individual providers tariffs; therefore, use of either the field
or valid entries within the field is based on the providers tariffs/practices."
1.11 Due to enhancements and on-going development of access to the
functionalities of NEVADA'S OSS, certain interfaces described in this Appendix
may be modified, temporarily unavailable or may be phased out after execution of
this Appendix. In compliance with section 1.9 of this Appendix, NEVADA agrees
that interfaces phased out will be accompanied with proper notice. For those
interfaces that are not available at time of execution, but which will become
available after signature of this Appendix, NEVADA will provide CLEC notice of
when such interfaces will be available.
1.12 CLEC is responsible for obtaining operating system software and
hardware to access OSS functions as specified in the document "Requirements for
Access to Nevada Bell OSS Functions."
2. Pre-Order
2.1 NEVADA will provide real time access to pre-order functions to
support CLEC ordering of Resale services and UNE. The Parties acknowledge that
ordering requirements necessitate the use of current, real time pre-order
information to accurately build service orders. The following lists represent
pre-order functions that are available to CLEC so that CLEC order requests may
be created to comply with NEVADA ordering requirements.
2.2 Pre-ordering functions for Resale services include:
2.2.1 features and services available at a valid service address (as
applicable);
2.2.2 access to NEVADA retail or resold customer proprietary
network information (CPNI) and account information for pre-ordering will
include: billing name, service address, billing address, service and feature
subscription, directory listing information, long distance carrier identity, and
pending service order activity (CLEC agrees that CLEC's representatives will not
access the information specified in this subsection until after the customer
requests that his or her local exchange service provider be changed to CLEC and
customer authorization for release of CPNI has been obtained which complies with
conditions as described in section 1.4 of this Appendix.);
2.2.3 a telephone number (if the customer does not have one assigned)
with the customer on-line,
2.2.4 service availability dates to the customer;
2.2.5 information regarding whether dispatch is required;
<PAGE>
2.2.6 Primary Interexchange Carrier (PIC) options for intraLATA
toll (when available) and interLATA toll;
2-2.7 service address verification.
2.3 Pre-ordering functions for UNE include:
2.3.1 features available at an end office for a valid service address (as
applicable);
2.3.2 access to NEVADA retail or resold customer proprietary
network information (CPNI) and account information for
pre-ordering will include: billing name, service address,
billing address, service and feature subscription, directory
listing information, long distance carrier identity, and
pending service order activity (CLEC agrees that CLEC's
representatives will not access the information specified in
this subsection until after the customer requests that his
or her local exchange service provider be changed to CLEC
and customer authorization for release of CPNI has been
obtained which complies with conditions as described in
section 1.4 of this Appendix.);
2.3.3 telephone number assignment (if the customer does not have one
assigned) with the customer on-line;
2.3.4 Primary Interexchange Carrier options for intraLATA toll
(when available) and interLATA toll;
2.3.5 service address verification.
2.4. Electronic Access to Pre-Order Functions: NEVADA will
provide CLEC access to one or more of the following systems:
2.4.1 Resale Services Pre-order System Availability:
2.4.1.1 Service Order Retrieval and Distribution (SORD) will
be available for the pre-order function of viewing the CPNI, when SORD is used
to order NEVADA resale service.
2.4.2 Resale and UNE Pre-order System Availability:
2.4.2.1 DataGate is a transaction-based data query system through
which NEVADA will provide CLEC access to pre-ordering
functions. This gateway shall be a Transmission Control
Protocol/Internet Protocol (TCP/IP) gateway and will allow
CLEC to access the pre-order functions for Resale services
and UNE by CLEC developing its own enduser interface. NEVADA
and CLEC agree to cooperate in developing and implementing
an
<PAGE>
electronic communication interface that will be consistent with industry
guidelines developed by the OBF and the TCIF, assuming they are different from
that which NEVADA is providing.
- 2.4.2.2 Verigate is an end-user interface developed by
NEVADA that provides access to the pre-ordering functions for Resale Services
and UNE. Verigate may be used in connection with electronic or manual ordering.
Verigate will be accessible via Toolbar.
2.4.2.3 CLEO is a NEVADA system which is available to provide the CLEC with
pre- order functions for Resale Service and UNE, with the exception of viewing
CPNI. CLEO will be replaced by Verigate.
2.5 Other Pre-order Function Availability:
2.5.1 Where pre-ordering functions are not available
electronically CLEC will manually request this information from NEVADA'S LSC for
inclusion on the service order request.
3. Ordering/Provisioning
3.1 NEVADA provides real time access to ordering functions (as measured
from the time NEVADA receives accurate service requests from the interface) to
support CLEC provisioning of Resale services and UNE via one or more electronic
interfaces. To order Resale services and LNEs, CLEC will format the service
request to identify what features, services, or elements it wishes NEVADA to
provision in accordance with NEVADA ordering requirements. NEVADA will provide
CLEC access to one or more of the following systems or interfaces:
3.2 Resale Services Order Request System Availability:
3.2.1 NEVADA Bell Service Manager (PBSM) is available for
ordering Centrex and ISDN Resale Services.
3.2.2 When available, Service Order Retrieval and Distribution
(SORD) system will support the ordering of all Resale Services.
3.3 Resale and UNE Service Order Request Ordering System Availability:
3.3.1 NEVADA makes available to CLEC an Electronic Data
Interchange (EDI) interface for transmission of NEVADA ordering requirements via
formats provided on the Local Service Request (LSR) as defined by the Ordering
and Billing Forum (OBF) and via EDI mapping as defined by TCIF. In ordering and
provisioning Resale, CLEC and NEVADA will utilize industry guidelines developed
by OBF and TCIF EDI to transmit data based upon NEVADA'S Resale ordering
requirements. In ordering and provisioning UNE CLEC and NEVADA will utilize
industry guidelines developed by OBF and TCIF EDI to transmit data
<PAGE>
based upon NEVADAS UNE ordering requirements. In addition, Interim Number
Portability will be ordered consistent with the OBF LSR and EDI process. EDI
ordering functionality will be made available as negotiated in time frames
mutually acceptable to NEVADA and CLEC.
3.3.2 CESAR supports the ordering of unbundled dedicated
transport and local interconnection hunks. In ordering and provisioning
unbundled dedicated transport and local interconnection hunks, CLEC and NEVADA
will utilize industry guidelines developed by OBF based upon NEVADA ordering
requirements.
3.3.3 When available, LSR Exchange (LEX) is a graphical user
interface provided by NEVADA that will provide access to the ordering functions
for Resale Services and UNE.
3.4 Provisioning for Resale services and UNE: NEVADA will provision
Resale Services and UNE as detailed in CLEC order requests. Access to status on
such orders will be provided via the following electronic interfaces:
3.4.1 When available, NEVADA Bell Order Dispatch (PBOD)
functions via DataGate will allow CLEC to check status of basic exchange service
orders that require field work.
3.4.2 In cases of EDI ordering, NEVADA will provide CLEC with
an EDI interface for transferring and receiving orders, Firm Order Confirmation
(FOC), service completion, and, as available, other provisioning data and
information. NEVADA will provide CLEC with a FOC for each Resale and UNE service
request. The FOC will include: purchase order number, telephone number, Local
Service Request number, due date, Service Order number, and completion date.
Upon work completion, NEVADA will provide CLEC with an 855 EDI transaction-based
Order Completion that states when that order was completed. CLEC may submit
supplement requests via the 860 EDI transaction, and, where available, NEVADA
will provide CLEC an 865 EDI transaction-based Completion notice.
4. Maintenance/Repair
4.1 Two real time electronic interfaces are accessible to place, and
check the status of trouble reports for both Resale and UNE. Upon request, CLEC
may access these functions via the following methods:
4.1.1 NEVADA Bell Service Manager (PBSM) allows CLECs to
perform NET, issue trouble tickets, view status, and view trouble history
on-line.
4.1.2 Electronic Bonding Interface (EBI) is an interface that is available
for trouble report submission and status updates. This EBI conforms to ANSI
guidelines T1:227:1995 and T1.228:1995, Electronic. Communications
Implementation Committee (ECIC)
<PAGE>
Trouble Report Format Definition (TFRD) Number 1 as defined in ECIC document
ECICITRA/95-003, and all guidelines referenced within those documents, as
mutually agreed upon by CLEC and NEVADA. Functions currently implemented will
include Enter Trouble, Request Trouble- Report Status, Add Trouble Information,
Modify Trouble Report Attributes, Trouble Report Attribute Value Change
Notification, and Cancel Trouble Report, as explained in 6 and 9 of ANSI
TI.228:1995. CLEC and NEVADA will exchange requests over a mutually agreeable
X.25-based network.
5. Billing
5.1 NEVADA shall bill CLEC for resold services and UNE. NEVADA shall
send associated billing information to CLEC as necessary to allow CLEC to
perform billing functions. At minimum NEVADA will provide CLEC billing
information in a paper format or via magnetic tape, as agreed to between CLEC
and NEVADA.
5.2 Electronic access to billing information for Resale Services will also
be available via the following interfaces:
5.2.1 NEVADA shall provide CLECs a Usage Extract Feed
electronically, on a daily basis, with information on the usage billed to its
accounts for resale services in the industry standardized Exchange Message
Record (EMR) format.
5.3 Electronic access to billing information for UNE will also be available
via the following interfaces:
5.3.1 NEVADA makes available to CLECs a local Bill Data Tape
to receive data in an electronic format from its CABS database, the same
information that would appear on its paper bill.
5.3.2 NEVADA shall provide CLECs a Usage Extract Feed
electronically, on a daily basis, with information on the usage billed to its
accounts for UNE in the industry standardized Exchange Message Record (EMR)
format.
6. Remote Access Facility
6.1 CLEC must access the NEVADA OSS interfaces via the NEVADA Remote
Access Facility (PRAF). Connection to the PRAF will be established via a "port"'
either through dial-up or direct connection. CLEC may utilize a single port to
access these interfaces to perform the supported functions in NEVADA where CLEC
has executed an Appendix OSS and purchases System Access.
<PAGE>
7. Operational Readiness Test (ORT) for Ordering/Provisioning and Repair/
Maintenance Interfaces
7.1 Prior to live access to interface functionality, the Parties must
conduct Operational Readiness Testing (ORT), which will allow for the testing of
the systems, interfaces, and processes for the OSS functions. ORT will be
completed in conformance with NEVADA requirements and implementation scheduling.
7.2 Prior to live system usage, CLEC must complete user education
classes for
NEVADA-provided interfaces that affect the NEVADA network. Classes are
train-the-trainer format to enable CLEC to devise its own course work for its
own employees. Charges will apply for each class. Classes will be available for
and required for PBSM, CESAR, LEX, and SORD.
Optional classes will be available for Verigate and CLEO. Schedules
will be made available
upon request and are subject to change. The length of classes vary; the
following table presents the applicable rates. Ongoing class schedules may be
requested from CLEC's account manager.
<TABLE>
<CAPTION>
Training Rates 5 day 4.5 day 4 day 3.5 day 3 day 2.5 day 2 day 1.5 day I day 1/2 day
class class class class class class class class class class
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
I to 5 students $4,050 $3,650 $3,240 $2,835 $2,430 $2,025 $1,620 $1,215 S810 S405
6 students $4,860 $4,380 $3,890 $3,402 $2,915 $2,430 $1,945 $1,455 S970 S490
7 students $5,670 $5,100 $4,535 $3,969 $3,400 $2,835 $2,270 $1,705 $1,135 S570
8 students $6,480 $5,830 $5,185 $4,536 $3,890 $3,240 $2,590 $1,950 S1,300 $650
9 students $7,290 S6,570 S5,830 S5,103 S4,375 S3,645 S2,915 S2,190 S1,460 S730
10 students $8,100 $7,300 $6,480 $5,670 S4,860 $4,050 S3,240 $2,430 S1,620 S810
I I students $8,910 $8,030 $7,130 $6,237 S5,345 S4,455 S3,565 $2,670 $1,780 $890
12 students $9,720 $8,760 S7,780 $6,804 $5,830 S4,860 $3,890 $2,920 S1,945 $970
</TABLE>
7.3 A separate agreement will be required as a commitment to pay for a
specific
number of CLEC students in each class. CLEC agrees that charges will be billed
by NEVADA and CLEC payment is due 30 days later. CLEC agrees that personnel from
other competitive Local Service Providers may be scheduled into any class to
fill any seats for which the CLEC has not contracted. Class availability is
first-come, first served with priority given to CLECs who have not yet attended
the specific class.
7.4 Class dates will based upon NEVADA availability and will be
coordinated between CLEC, NEVADA Account Manager and Product Management.
7.5 CLEC agrees to pay cancellation fee of the full price noted in the
separate agreement if CLEC cancels scheduled classes less than two weeks prior
to the scheduled start date. CLEC agrees to provide to NEVADA completed
registration forms for each student no later than one week prior to the
scheduled training class.
7.6 CLEC agrees that CLEC personnel attending classes are to utilize
only training databases and training presented to them in class. Attempts to
access any other NEVADA or SBC system are strictly prohibited.
<PAGE>
7.7 CLEC further agrees that training material, manuals and instructor
guides 'Can be duplicated only for use internally for the purpose of training
employees to utilize capabilities of NEVADA's OSSs in accordance with this
Appendix.
8. Rates
8.1 Not forgoing the PUC of Nevada's ability to establish costing and
pricing rules for access to OSS, NEVADA and CLEC agree on the following terms in
establishment of OSS rates for access to NEVADA's OSS functions. CLEC will pay
NEVADA the OSS rate(s) that will be established within 14 calendar days from the
date NEVADA OSS rates are set forth in California Public Utilities Commission's
first rulemaking in the Open Access and Network Architecture Development (OANAD)
proceeding. Should an OSS rate(s) not be established in OANAD by September 30,
1998, CLEC will pay NEVADA the OSS rate(s) that NEVADA determine* (within 14
days) but that are based upon the methodology NEVADA uses to propose rate(s) in
OANAD. Such rates paid will be subject to true-up should the final outcome of
OANAD establish a different rate methodology. Should the PUC of Nevada set forth
a proceeding that will establish OSS rates, the terms of the section will be
modified to reflect the final outcome of such proceeding. This rate waiver is
expressly for access to OSS functions, and not applicable to any other product,
unless expressly documented in this Agreement. Neither party waives its rights
pursuant to OSS or any other product in the OANAD proceeding, nor rights in any
other product cost proceeding.
9. Effective Date
9.1 Whereas CLEC is currently operational under an existing, approved
Interconnection Agreement, this Appendix OSS will be effective, pending
commission approval, 10 days after it is filed with the state commission.
Alternatively, this Appendix will be effective upon approval by the state
commission when it is approved as a part of the Interconnection Agreement.
<PAGE>
APPENDIX
Performance Measures
<PAGE>
1.0 Introduction
The parties agree that the measurements set forth in this appendix, if met by
Nevada Bell, illustrate non- discriminatory access to Nevada Bell's Operations
Support Systems (OSS) and cover the five recognized OSS functions (Pre-Ordering,
Ordering, Provisioning, Maintenance and Repair, and Billing).
The performance measures contained herein, notwithstanding any provisions in any
other appendix in this Agreement, are not intended to create, modify or
otherwise affect parties' rights and obligations. The existence of any
particular performance measure, or the language describing that measure, is not
evidence that CLEC is entitled to any particular manner of access, that these
measures relate solely to access to OSS, or is it evidence that Nevada Bell's
obligations are limited to providing any particular manner of access. The
parties' rights and obligations to such access are defined elsewhere, including
the relevant laws, FCC and NPUC decisions/regulations, tariffs, and
interconnection agreements.
The Performance Measures, Remedies Plan, related auditing and review procedures
contained herein are subject to modification by final decisions of the
Commission and subsequent approval by Nevada Bell.
2.0 Reservation of Rights
By agreeing to the performance measures contained in this agreement, Nevada
Bell:
o does not make any admission regarding the propriety or
reasonableness of the NPUC establishing performance penalties;
o reserves the right to contest the level of disaggregatio for purpose
of assessing penalties by the NPUC;
o reserves the right to contend that any resulting penalties
established by the NPUC should be viewed as liquidated damages and as
the exclusive remedy for any failure of performance; and,
o does not admit that an apparent less-than-parity condition reflects
discriminatory treatment without further factual analysis.
3.0 Reporting Process
Performance reports will be made available to the CLEC by the fifteenth calendar
day of the month succeeding the reporting period (calendar month, unless
otherwise noted). If the fifteenth falls on a weekend or holiday, the reports
will be made available the next business day. Positive reporting will be done
for all measures, even those reported on an exception only basis.
CLEC will have access to monthly reports through an interactive website to
include individual CLEC data, aggregate CLEC data, and Nevada Bell's data.
<PAGE>
4.0 Auditing
CLEC and Nevada Bell will consult with one another and attempt in good faith to
resolve any issues regarding the accuracy or integrity of data collected,
generated, and reported pursuant to this Appendix. In the event that CLEC
requests such consultation and the issues raised by CLEC have not been resolved
within 30 days after CLEC's request for consultation, then Nevada Bell will
allow CLEC to commence a mini-audit, at CLEC's expense, upon providing Nevada
Bell 5 days advance written notice (including e-mail).
CLEC may not request more than five (5) mini-audits of performance measures
during the year and is limited to auditing five (5) single measures during the
year. CLEC will pay for the miniaudits, including Nevada Bell's reasonable
associated costs and expenses, unless Nevada Bell is found to be misreporting or
misrepresenting data or to have non-compliant procedures, in which case, Nevada
Bell will pay for the mini-audit, including CLEC reasonable associated costs and
expenses. If during the mini-audit of individual measures, more than 50% of the
measures in a major service category are found to have flawed data or reporting
problems, the entire service category will be re-audited at the expense of
Nevada Bell. The major service categories are listed below:
o Pre-Ordering
o Ordering
o Provisioning
o Maintenance
o Network Performance
o Billing
o Database Updates
o Collocation
o Interfaces
In addition to the mini-audits, Nevada Bell will perform an annual comprehensive
of Nevada Bell's reporting procedures and reportable data. This audit will be
performed on behalf of the aggregate of CLECs and performed by independent
auditors. The cost of the annual audit will be shared between CLEC and Nevada
Bell.
5.0 Review Procedures
The parties agree that as experience is acquired with Performance Measures and
underlying business processes, parties will learn which measures set forth in
Section 9.0 have not been properly defined or are more or less useful than
others. Parties also agree that experience will show whether new measures are
needed or whether certain existing measures are not needed or require
modification. Accordingly, the parties agree to review the effectiveness of and
modifications to the Performance Measures in February 2000. In the event parties
cannot agree on any addition, deletion or modification, parties will jointly
submit such dispute for resolution by the NPUC.
<PAGE>
If, prior to the agreed-upon review date, there is consensus that one or more
measures are not effective, Parties will meet to discuss modifying the
measure(s) or process(es). If there is no consensus, the individual Party
seeking formal review by the NPUC shall give notice to the other Party of its
intent to do so. The Party will also describe the action it intends to take and
the reason(s) for its proposed actions.
6.0 Performance Remedies Plan
This section sets forth the terms and conditions by which Nevada Bell will pay
CLEC liquidated damages in the event Nevada Bell fails to meet specified
performance measures. The Parties agree and acknowledge that a) the Liquidated
Damages are not a penalty and have been determined based upon the facts and
circumstances known to the Parties at the time of the negotiation and entering
into of this Agreement, with due consideration given to the performance
expectations of each Party; b) the Liquidated Damages constitute a reasonable
approximation of the damages the CLEC would sustain if its damages were readily
ascertainable.
6.1 Sole Remedy
These liquidated damages shall be the sole and exclusive monetary remedy of CLEC
for Nevada Bell's failure to meet specified performance measures and shall be in
lieu of any other damages CLEC might otherwise seek for such breach through any
claim or suit brought under any contract or tariff.
6.2 Payments/Credits
Payments/credits are made directly to the CLEC. Nevada Bell's obligations to
provide nondiscriminatory access to its operations support systems, under the
Act and under the interconnection agreements, is to the CLEC. Accordingly,
payments/credits for out of parity performance will be made to the CLEC in the
form of liquidated damages.
6.3 Sample Size
Liquidated damages only apply to those measures where the sample is large enough
to provide a valid statistical comparison. The minimum sample size is 20
occurrences per submeasure/measure per month.
6.4 Commencement Of Remedies
None of the liquidated damages provisions set forth in this Agreement will apply
during the first three months after CLEC purchases the type of service or
unbundled network elements(s) associated with a particular performance measure.
<PAGE>
6.5 Review Period
Should performance payments be reviewed with performance measures by the NPUC,
the Parties agree to meet and negotiate any changes required to bring this
agreement into compliance with any recommendations for changes made by the NPUC.
6.6 Parity Submeasures
Generally, the measures and submeasures contained in this Appendix specify
parity with Nevada Bell performance (i.e., performance equal to that which
Nevada Bell achieves for itself) as the Performance Criterion. Performance on a
single measure or submeasure that is 1.65 standard deviations below-the level of
service that Nevada Bell provides to itself constitutes a failure. An increased
performance remedy is imposed when the out of parity condition remains in this
range for three consecutive months ("chronic" occurrence), or when the out of
parity condition is more than three standard deviations below the level of
Nevada Bell's performance for itself (a "severe" miss).
For a chronic miss (three consecutive months) or severe miss (greater than three
standard deviations), the amount of the remedy will triple for a one month miss
greater than 1.65 or 2.36 standard deviations. In other words, in the third
month, Nevada Bell will pay twice that amount to the CLEC.
6.7 Benchmark Submeasures
For certain measures/submeasures, a specific quantitative target has been
adopted. Nevada Bell will pay for any occurrences beyond the acceptable level in
the benchmark. The chronic and severity elements analogous to those set forth
for the parity measures are also applicable.
<PAGE>
6.8 Remedies Plan
The table below sets forth the parameters for the specific criteria under
which performance remedies will be imposed on Nevada Bell.
Degree of Deviation 1 month 3 consecutive months 1.65(lesser than)
S.D. plus or minus 2.36 for $125. $3750 parity submeasures (0 LT
occurrences LT or equal to 5% for benchmark submeasures) 2.36 LT SD LT
or equal to 3.0 for parity $375 $3750 submeasures (5% LT occurrences
LT or equal to 10% for benchmark submeasures) GT 3 S.D. for parity
$625 $3750 submeasures (GT 10% for benchmark submeasureel .1 1 1 1
Payments/credits are based on the number of submeasures that were out of parity
(i.e., greater than 1.65 standard deviations or those submeasures below the
benchmark) for the given submeasure, and escalated by a factor of three for
chronic and severe problems. Nevada Bell will receive a "forgiveness" every six
months, for each submeasure, which Nevada Bell can use to offset a missed
submeasure.
<PAGE>
Limitations
Nevada Bell receives one forgiveness each 6 months per submeasure. Subject to
the additional limitations below, the forgiveness must be used at the first
available opportunity.
A forgiveness cannot be used immediately after a missed month. A forgiveness
cannot be used to offset a chronic (a miss three or more consecutive months) or
severe (a miss of more than 3 standard deviations) miss. A forgiveness cannot be
applied to other than the submeasure to which it is originally assigned.
Nevada Bell cannot accrue (hold) more than two forgiveness units, at any one
time, for any given submeasure.
6.9 Procedural Cap
If the total liquidated damages amounts computed within one month for all CLECs
exceeds $100,000, an expedited hearing will be held to determine whether the
amounts exceeding $100,000 should be paid by Nevada Bell. The amounts owed up to
$100,000 will be prorated and paid to CLEC. Nevada Bell will be required to make
the payments/credits in excess of $100,000 only if a preponderance of the
evidence shows that Nevada Bell engaged in negligent or intentional misconduct
and that CLEC suffered substantial competitive harm.
7.0 Exceptions
In no event will Nevada Bell be liable to pay liquidated damages if Nevada
Bell's failure to meet or exceed any of the specified measures is caused,
directly or indirectly, by a Delaying Event. A "Delaying Event" 'means; a) a
failure by the CLEC to perform any of its obligations set forth in this
Agreement; b) any delay, act or failure to act by an end user, agent or
subcontractor of either Party-, c) any force majeure event; d) for Out of
Service Repairs for unbundled loops, where either Party lacks automatic testing
capability, or e) situations where Nevada Bell's failure to meet any of the
specified measures is beyond the control of Nevada Bell for other reasons. If a
Delaying Event (i) prevents Nevada Bell from performing a specified measure,
then such specified measure will be excluded from the calculation of liquidated
damage, or (H) only suspends Nevada Bell's ability to timely perform the
specified measure, the applicable time frame in which Nevada Bell's compliance
with the performance criteria is measured will be extended on an hour-for-hour
or day-for-day basis, as applicable, equal to the duration of the Delaying
Event.
The most obvious of such exceptions would include items such as force majeure
events, situations where the CLEC is at fault for the apparent less-than-parity
performance result, or situations where such result is beyond the control of
Nevada Bell for other reasons.
In addition, there will be situations where the process is really in parity but
inherent limitations in the performance measures suggest an out of parity
condition. Nevada Bell will conduct a factual analysis on those atypical
situations and present the results of such analysis to CLEC within 30
<PAGE>
days of presenting the performance results containing the apparent out of parity
condition to CLEC to show the apparent less-than-parity performance result is
not the result of discriminatory treatment.
Nevada Bell will also be relieved from payment of remedies for failures on
certain performance measures associated with Pre-Ordering, Ordering,
Provisioning, , Network Performance, Billing, Database Updates, Collocation,
and Interfaces, that are affected by the CLEC's failure to provide accurate
and timely forecasts. CLEC must forecast product volumes within 20% of actual
results and submit orders without discrepancies for 80% of its orders. Order
accuracy will be used to offset any amounts owed by Nevada Bell under this
remedies plan.
8.0 Specified Measures To Which Remedies Apply
Liquidated damages for Nevada Bell's failure to meet specified performance
measures will only apply to the Specified Measures listed below:
Pre-Ordering
Average Response Time (to Pre-Order Queries)
Ordering
Average FOC/LSC Notice Interval
Average Reject Notice Interval
Percent Of Flow Through Orders
Provisioning
Percent of Orders Given Jeopardy Notice Average Jeopardy Notice
Interval Average Completed Interval Coordinated Customer Conversion
LNP Network Provisioning Percent of Due Dates Missed Held Order
Interval Provisioning Trouble Reports Percent Troubles in 30 Days For
New Orders Average Completion Notice Interval
Maintenance
Customer Trouble Report Rate
Percent of Customer Trouble Not Resolved Within Estimated Time
Average Time to Restore
Frequency of Repeat Troubles In 30 Day Period
Network Performance
Percent Blocking On Common Trunks
Percent Blocking On Interconnection Trunks
<PAGE>
NXX Loaded by LERG Effective Date
Network Outage Notification
Billing
Usage Timeliness
Accuracy of Usage Feed
Wholesale Bill Timeliness
Usage Completeness
Recurring Charge Completeness
Non-Recurring Charge Completeness
Bill Accuracy
Duplicate Billing
Accuracy of Mechanized Bill Feed
Database Updates
Average Database Update Interval
Percent Database Accuracy
E911/911 MS Database Update Interval
Collocation
Average Time To Respond To A Collocation Request
Average Time To Provide A Collocation Arrangement
Interfaces
Percent Of Time Interface Is Available
Average Notification Of Interface Outages
Center Responsiveness
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 10 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
9.0 Performance Measures
Nevada Bell will provide the following Performance Measures under this
agreement:
Performance Measures
Report Requirements
================================================================================
Pre-Ordering Measure 1
- ------------
Measurement: Average Response Time (to Pre-Order Queries)
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: The response interval for each pre-ordering query is
determined by computing the elapsed time from Nevada
Bell's receipt of the query from the CLEC, whether or
not syntactically correct, to the time Nevada Bell
returns the requested data to the CLEC.
. Address Verification/Dispatch Required
. Request for Telephone Number
. Request for Customer Service Record
. Service Availability
. Service Appointment Scheduling (due date)
. Rejected/Failed inquires
. Facility Availability
- --------------------------------------------------------------------------------
Market of Calculation: Mechanized:
Sum ((Query Response Date and Time) - (Query Submission
Date and Time)) / (Number of Queries Submitted in
Reporting Period)
Manual: - CSRs only
Sum ((Fax Date and Time Returned) - (Business Date and
Time of receipt of valid fax service request)) / Number
of Faxes Submitted in Reporting Period)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, by Nevada
Bell (if analog applies) and Nevada Bell affiliate
- --------------------------------------------------------------------------------
Reported By: By query type and by interface type, including fax
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Mechanized:
(To be determined)
Manual CSRs:
. Standard - 95% in 4 hours
Manual Check for Facilities Availability:
(To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Elapsed time is measured in seconds.
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 11 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Ordering Measure 2
- --------
Measurement: Average FOC/LSC Notice Interval
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time from receipt of a service
request to returning a Firm Order Confirmation
(FOC)/Local Service Confirmation (LSC).
- --------------------------------------------------------------------------------
Method of Calculation: Mechanized:
Sum ((Date and Time of FOC/LSC) - (Business Date and
Time of Receipt of Valid Service Request)) / (Number of
FOCs/LSCs Sent in Reporting Period)
Manual:
Sum ((Fax Date and Time Returned) - (Business Date and
Time receipt of valid fax service request)) / (Number
of Faxes Submitted in Reporting period)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, by Nevada
Bell (if analog applies) and Nevada Bell affiliates.
- --------------------------------------------------------------------------------
Reported By: . Electronically received/electronically handled
. Electronically received and manually handled
. Manually received and manually handled
. By service group type
. Nevada Bell Bell will report Interconnection
trunks by New and Augment
. SOT for flow through orders
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Fully Electronic/Flow Through:
(To be determined)
Electronically Received/Manually Handled (Benchmark
level to be determined)
Manually received/Manually Handled (Benchmark level to
be determined)
Interconnection Trunks
Standard - Average 7 days (New)
Average 4 days (Augment)
The standards below are interim and subject to review
in February, 2000.
Electronically Received/Manually Handled (to be
determined)
Manually received/Manually Handled (to be determined)
- --------------------------------------------------------------------------------
Business Rules: . Elapsed time calculated in hours.
. The start time of requests received after the end
of the business day will be the beginning of the
next business day. Business day is defined as
published hours of operation for Nevada Bell
ordering center.
. Business day = Monday through Friday, excluding
weekends and Nevada Bell published holidays
. Excludes non-business days.
- --------------------------------------------------------------------------------
Notes: . Incorporation of the results for Projects is
currently under study (up to 50 lines) by Nevada
Bell.
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 12 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Ordering Measure 3
- --------
Measurement: Average Reject Notice Interval
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Reject interval is the elapsed time between Nevada
Bell's receipt of an order from the CLEC to Nevada
Bell's return of a notice of a rejection to the CLEC.
- --------------------------------------------------------------------------------
Market of Calculation: Mechanized
Sum ((Business Date and Time of Nevada Bell's
Transmission of Order Rejection) - Business Date and
Time of Order Receipt)) / (# of Orders Rejected)
Manual
Sum ((Fax Date and Time Returned) -(Business Date and
Time Receipt of valid fax service request)) / (Number
of Faxes Submitted in reporting Period)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: . Electronically received, electronically handled
. All interfaces
. Syntax (edit engine) and content errors
(other edits)
. SOT (To be determined)
. Electronically received, manually handled
. All interfaces
. Syntax (edit engine) and content errors
(other edits)
. Resale orders and Facility based/UNE
orders
. SOT (To be determined)
. Manually received and handled (fax)
. Resale orders and Facility based/UNE
orders
. SOT (To be determined)
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: (To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Elapsed time calculated in hours.
. Calculation of requests received after the end of
the business day starts at the beginning of the
next business day. Business day is defined as
published hours of operation for Nevada Bell.
. Business day = Monday through Friday, excluding
weekends and Nevada Bell published holidays.
. Excludes non-business days.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 13 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Ordering Measure 4
- --------
Measurement: Percentage of Flow-Through Orders
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of merchanized service requests
processed on a flow through basis.
- --------------------------------------------------------------------------------
Method of Calculation: [(Number of valid mechanized orders that flow-through
without manual intervention) / (Total valid mechanized
service requests)]x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, and Nevada
Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: . All electronic interfaces
. SGT/SOT (including PNP) limited to those currently
programmed to flow-through
. SGT/SOT aggregate data includes all service
group/service order combinations received
electronically.
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: The process to evaluate performance on this measure is
under development. Issues, if any, are not yet finally
defined. Final resolution depends on completed
development on an agreed to Flow-Through Plan.
- --------------------------------------------------------------------------------
Notes . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 15 OF 53
NEVADA BELL/PAC-WEST TELECOMM. INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 6
- ------------
Measurement: Average Jeopardy Notice Interval
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the remaining time between the pre-existing
committed order completion date and time (communicated
via the FOC) and the date and time Nevada Bell issues a
notice to the CLEC indicating an order is in jeopardy
of missing the due date (or the due date/time has been
missed).
- --------------------------------------------------------------------------------
Method of Calculation: Assignment:
----------
Jeopardies identified during assignment
Sum ((Date of Committed Due Date for the Order) - (Date
of Jeopardy Notice)) / (Number of Order Jeopardized)
Installation:
------------
Jeopardies identified during installation prior to due
time
Sum ((Date & Time of Committed Due Date for the Order)-
(Date & Time of Jeopardy Notices)) / (Number of
Installation Jeopardy Notices)
Notification of Missed Commitments
Sum (Due Date and Time of Missed Commit Notice - Due
Date and Time of Order) / (Number of Missed Commit
Notices)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, and Nevada
Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: . By electronic interface
. By service group type
. By lack of facilities and all other
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: (To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes delays for customer reasons.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. If Nevada Bell's policy changes regarding jeopardy
notices to their Retail customers, this measure
should be evaluated for analog.
. Implementation of this measure is postponed until
process is mechanized. (end of 2/nd/ quarter 1999)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Notes:
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 16 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<CAPTION>
Performance Measures
Report Requirements
=============================================================================================================================
<S> <C> <C> <C>
Provisioning Measure 7
- ------------
Measurement: Average Completed Interval
=============================================================================================================================
Area Requirement Description
- -----------------------------------------------------------------------------------------------------------------------------
Description: Average business days from receipt of valid, error-free service request to completion
date in service order system for new, move, and change orders.
- -----------------------------------------------------------------------------------------------------------------------------
Method of Calculation: Total business days from receipt of valid, error-free service request to completion
date in service order system for new, move and change orders / Total new, move and
change orders
- -----------------------------------------------------------------------------------------------------------------------------
Report Period: Monthly
- -----------------------------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog applies), and
Nevada Bell Affiliates
- -----------------------------------------------------------------------------------------------------------------------------
Reported By: By service group type and field work/no field work where applicable.
- -----------------------------------------------------------------------------------------------------------------------------
Geographic Level: Region
- -----------------------------------------------------------------------------------------------------------------------------
Measurable Standards: Parity for Resale is Retail
Parity for UNE measured Nevada Bell Bell Retail
for the following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
(incl. Coin/analog PBX)
2/4w (5.5 db) assured analog loop POTS - Business (Assured)
2w digital loop (ISDN capable) ISDN(BRI)
2w digital loop (xDSL capable) ADSL
4w digital loop (1.544Mbps ISDN(PRI)/DS1
capable/HDSL)
UNE Port-Basic Analog/Coin POTS - Business (fielded)
UNE Port-CENTREX CENTREX
UNE Port-ISDN (BRI) CENTREX
UNE Port-DS1/ISDN-PRI DS1/ISDN(PRI)
(incl. DS1 line port)
UNE Port-PBX DID PBX DID
UNE Dedicated Transport HICAP
(incl. DS1 and DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
- -----------------------------------------------------------------------------------------------------------------------------
Business Rules: . Excludes customer requested due dates beyond interval offered, and orders
delayed for customer reasons.
- -----------------------------------------------------------------------------------------------------------------------------
Notes: . Incorporation of the results for Projects is currently under study
(up to 50 lines) Nevada Bell.
. Availability of Nevada Bell Affiliate data for review will be determined by
the NPUC.
. ADSL was selected as the analog for resale services and UNE DSL 2-wire loop
because it currently is the most relevant analog.
. Currently, Nevada Bell can not differentiate between residential and business
2-wire (8db) Therefore, the Measurable Standard for such loops is POTS-Business.
=============================================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 17 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<S> <C> <C>
Performance Measures
Report Requirements
===========================================================================================================
Provisioning Measure 8
- ------------
Measurement: Percent Completed Within Standard Interval
===========================================================================================================
Area Requirement Description
- -----------------------------------------------------------------------------------------------------------
Description: Measures of orders completed within the standard interval of receipt of valid,
error-free service request.
- -----------------------------------------------------------------------------------------------------------
Method of Calculation: Total New, Move and Change Orders Completed Within the Standard interval of
Receipt of Valid, Error-free Service Request/Total New, Move and Change Orders
- -----------------------------------------------------------------------------------------------------------
Report Period: Monthly
- -----------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog applies), and
Nevada Bell Affiliates
- -----------------------------------------------------------------------------------------------------------
Reported By: By service group type excluding services with flexible due dates.
- -----------------------------------------------------------------------------------------------------------
Geographic Level: Region
- -----------------------------------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Nevada Bell Bell Retail
Parity for UNE measured
for the following UNEs:
2/4w (5.5 db) assured analog loop POTS - Business (Assured)
2w digital loop(ISDN capable) ISDN(BRI)
2w digital loop(xDSL capable) ADSL
4w digital loop (1.544Mbps capable/HDSL) ISDN(PRI)/DS1
UNE Port-Basic Analog/Coin POTS - Business (fielded)
UNE Port-CENTREX CENTREX
UNE Port-ISDN (BRI) CENTREX
UNE-Port-DS1/ISDN-PRI DS1/ISDN(PRI)
(incl. DS1 line port)
UNE Port-PBX DID PBX DID
UNE Dedicated Transport HICAP
(DS1 and DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
- -----------------------------------------------------------------------------------------------------------
Business Rules: . Excludes customer requested due dates greater than the standard interval,
and orders delayed for customer reasons.
. Excludes services with flexible due date i.e., Basic Exchange services/POTS
- -----------------------------------------------------------------------------------------------------------
Notes: . Incorporation of the results for Projects is currently under study (up to 50
lines) by Nevada Bell.
. Availability of Nevada Bell Affiliate data for review will be determined by the
NPUC.
. ADSL was selected as the analog for resale services and UNE DSL 2-wire loop
because it currently is the most relevant analog.
===========================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 18 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 9
- ------------
Measurement: - Coordinated Customer Conversion as a Percentage On-Time
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of coordinated orders
(TBCC/CHC) completed on time* for all orders where CLEC
has requested coordination (including PNP).
* Note: "On time" means within one hour of committed
order due time
- --------------------------------------------------------------------------------
Method of Calculation: ((Number of coordinated orders completed by due date
and time) / (Count of coordinated orders completed in
reporting period)) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: Residence and Business conversions, including PNP
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity, except for PNP:
Nevada Bell Bell Retail
Coor. Conversions (Res.) Coor. Conv. -Res
Coor. Conversions (Bus.) Coor. Conv. -Bus
Coor. Conversions (PNP-Port Out) Coor. Conv. -(PNP-
Port In/Bank)
- --------------------------------------------------------------------------------
Business Rules: . Excludes CLEC caused misses
. Applies to CLEC requested coordinated orders only
(including Number Portability orders where
coordination is requested by the CLEC).
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 19 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 10
- ------------
Measurement: PNP Network Provisioning
- --------------------------------------------------------------------------------
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures PNP network provisioning failures as a
percentage of the total number of NPAC broadcasts of
telephone number subscription versions to port.
(No agreement has reached among parties on this measure
at this time.)
- --------------------------------------------------------------------------------
Method of Calculation: (Total number of PNP network provisioning
failures/Total number of NPAC porting broadcasts) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), and Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By:
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity
- --------------------------------------------------------------------------------
Business Rules: . Provisioning failure data will be collected at two
points in the provisioning process:
. Partial failures of NPAC broadcasts to reach
and be processed by Nevada Bell LSMS
. Individual network database failures -
failures to provision between Nevada Bell
LSMS and PNP network databases (STP or SCP)
. Excludes total failures from the NPAC to all LSMS
systems.
. Excludes broadcasts failing due to a lack of GTT
information made available to Nevada Bell (no SS7
signaling agreement in place between Nevada Bell
and CLEC)
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 20 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<CAPTION>
Performance Measures
Report Requirements
==============================================================================================
Provisioning Measure 11
- ------------
Measurement: Percent of Due Dates Missed
==============================================================================================
Area Requirement Description
- ----------------------------------------------------------------------------------------------
<S> <C>
Description: Measures the percent of new, move and change orders where
installation was not completed by the due date.
- ----------------------------------------------------------------------------------------------
Method of Calculation: (Total Number of Missed Due Dates Due to Nevada Bell Reasons for
New, Move and Change Orders/ Total Number of New, Move and Change
Orders) x 100
- ----------------------------------------------------------------------------------------------
Report Period: Monthly
- ----------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog
applies), by Nevada Bell Affiliates
- ----------------------------------------------------------------------------------------------
Reported By: By service group type and Field Work/No Field Work as appropriate
- ----------------------------------------------------------------------------------------------
Geographic Level: Region
- ----------------------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail Nevada Bell Bell Retail
Parity for UNE measured
for the following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
(incl. Coin/analog PBX)
2/4w (5.5 db) assured analog loop POTS - Business (Assured)
2w digital loop(ISDN capable) ISDN(BRI)
2w digital loop(xDSL capable) ADSL
4w digital loop (1.544Mbps ISDN(PRI)DS1
capable/HDSL)
UNE Port-Basic Analog/Coin POTS - Business (fielded)
UNE Port-CENTREX CENTREX
UNE Port-ISDN (BRI) CENTREX
UNE Port-DS1/ISDN-PRI DS1/ISDN(PRI)
(incl. DS1 line port)
UNE Port-PBX DID PBX DID
UNE Dedicated Transport HICAP
(incl. DS1 and DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
- ----------------------------------------------------------------------------------------------
Business Rules: . Excludes customer misses
. Due date is defined as either original due date or final due
date if the original due date was missed to customer reasons.
- ----------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review will be
determined by the NPUC.
. When results are less than parity for a reporting period,
Nevada Bell will provide disaggregation by Missed Appointment
reason codes as diagnostic data.
. ADSL was selected as the analog for resale services and UNE
DSL 2-wire loop because it currently is the most relevant
analog.
==============================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGES 21 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
<TABLE>
<CAPTION>
======================================================================================================
Provisioning Measure 12
- ------------
Measurement: Percent of Due Dates Missed Due to Lack of Facilities
======================================================================================================
Area Requirement Description
- ------------------------------------------------------------------------------------------------------
<S> <C>
Description: Measures the percent of new, move and change orders missed due to lack of
facilities.
Note: Results also included in Measure "Percent Missed Due Dates"
- ------------------------------------------------------------------------------------------------------
Method of Calculation: ((Total New, Move and Change Orders Missed Due Dates Due to Lack of
Facilities) / (Total Number of New, Move and Change Orders)) X 100
- ------------------------------------------------------------------------------------------------------
Report Period: Monthly
- ------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog applies),
and by Nevada Bell Affiliates
- ------------------------------------------------------------------------------------------------------
Reported By: By service group type and Field Work/No Field Work as appropriate
- ------------------------------------------------------------------------------------------------------
Geographic Level: Region
- ------------------------------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured Nevada Bell Bell Retail
for the following UNEs:
2/4w (8db) analog loop
(incl. Coin/analog PBX) POTS - Business (fielded)
2/4w (5.5 db) assured analog loop POTS - Business (Assured)
2w digital loop(ISDN capable) ISDN(BRI)
2w digital loop(xDSL capable) ADSL
4w digital loop(1.544Mbps capable/HDSL) ISDN(PRI)/DS1
UNE Dedicated Transport HICAP
(incl. DS1 and DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
- ------------------------------------------------------------------------------------------------------
Business Rules: . Due date is defined as either original due date or final due date if the
original due date was missed due to customer reasons.
- ------------------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review will be determined
by the NPUC.
. ADSL was selected as the analog for resale services and UNE DSL 2-wire
loop because it currently is the most relevant analog.
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 22 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 13
- ------------
Measurement: Delay Order Interval to Completion Date (For Lack of
Facilities)
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average calendar days from due date to
completion date on company missed orders due to lack of
Nevada Bell facilities.
- --------------------------------------------------------------------------------
Method of Calculation: Sum (Completion Date - Committed Order Due Date (for
orders missed due to lack of Nevada Bell facilities)) /
(Number of Orders Missed due to Lack of Nevada Bell
Facilities in the Reporting Period)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), and by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: . By service group type
. Disaggregated by 1-30 days, 31-90 days and *90
days
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured Nevada Bell Bell Retail
for the following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
(incl. Coin/analog PBX)
2/4w (5.5 db) assured
analog loop POTS - Business (Assured)
2w digital loop (ISDN
capable) ISDN(BRI)
2w digital loop (xDSL
capable) ADSL
4w digital loop (1.544 ISDN(PRI)/DSI
MBPS capable/HDSL)
UNE Dedicated Transport HICAP
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated
Trunks
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. ADSL was selected as the analog for resale services
and UNE DSL 2-wire loop because it currently is the
most relevant analog.
* Greater than
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 23 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 14
------------
Measurement: Held Order Interval
================================================================================
Area Requirement Description
-------------------------------------------------------------------------------
Description: Measures the time period that service orders are not
completed by the original due dates for all Nevada
Bell reasons (including lack of facilities).
- --------------------------------------------------------------------------------
Method of Sum (Reporting Period Close Date - Committed Order Due
Calculation: Date) / (Number of Orders Pending and Past the Committed
Due Date)
Note: For all orders pending and past the committed
due date.
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: . By service group type
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured Nevada Bell Bell Retail
for the following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
(incl. Coin/analog PBX)
2/4w (5.5db) assured analog
loop POTS - Business (Assured)
2w digital loop(ISDN capable) ISDN(BRI)
2w digital loop(xDSL capable) ADSL
4w digital loop (1.544 Mbps ISDN(PRI)/DS1
capable/HDSL)
UNE Port-Basic Analog/Coin POTS - Business (fielded)
UNE Port-CENTREX CENTREX
UNE Port-ISDN (BRI) CENTREX
UNE Port-DS1/ISDN-PRI DS1/ISDN(PRI)
(incl. DS1 line port)
UNE Port-PBX DID PBX DID
UNE Dedicated Transport HICAP
(incl. DS1 and DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated
Trunks
- --------------------------------------------------------------------------------
Business Rules: . Excludes customer caused misses.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review
will be determined by the NPUC.
. When results are less than parity for a reporting
period, Nevada Bell will provide disaggregation by
Missed Appointment reason codes as diagnostic data.
. ADSL was selected as the analog for resale services
and UNE DSL 2-wire loop because it currently is the
most relevant analog.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 24 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
===============================================================================
Provisioning Measure 15
- ------------
<TABLE>
<CAPTION>
Measurement: Provisioning Trouble Reports (Prior to Service Order Completion)
================================================================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Description: Measures the percent of troubles that are reported (via customer or indirectly by CLEC) that occur
during the provisioning process.
- --------------------------------------------------------------------------------------------------------------------------------
Method of Calculation: (Number of trouble reports that occur from the time of service order creation, up to and including
the date of service order completion)/ (Total Number of service orders in reporting period)
- --------------------------------------------------------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog applies), by Nevada Bell Affiliates
- --------------------------------------------------------------------------------------------------------------------------------
Reported By: . By Resale, UNE Loop, UNE Port and PNP
. By Affecting Service and Out of Service
- --------------------------------------------------------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------------------------------------------------------
Measurable Standard: Parity:
Nevada Bell Bell Retail
Resale Retail services
UNE Loop Retail services (outside plant disposition codes)
UNE Port Retail services (central office disposition codes)
PNP - Port Out (To be determined)
- --------------------------------------------------------------------------------------------------------------------------------
Business Rules: . Excludes CPE and IEC/CLEC caused troubles
. Excludes Subsequent reports
. Excludes Message Reports (circuit reports for which Nevada Bell has no records)
. Excludes Nevada Bell employee generated reports
- --------------------------------------------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review will be determined by the NPUC.
. When results are less than parity for a reporting period, Nevada Bell will provide disaggregation
by Maintenance Disposition codes as diagnostic data.
================================================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 25 OF 53
NEVADA BELL/PAC WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 16
- ------------
Measurement: Percentage Troubles in 30 Days for New Orders
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percent of network customer trouble
reports received within 30 calendar days of service
order completion.
- --------------------------------------------------------------------------------
Method of Calculation: (Total Number of Customer Trouble reports received
within 30 calendar days of service order completion/
Total Number of new, move and change completed orders)
X 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), and by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: By service group type (including PNP)
- --------------------------------------------------------------------------------
Geographic Level: Region
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured Nevada Bell Bell Retail
for the following UNEs:
2/4w (8db) analog loop
(incl. Coin/analog PBX) POTS - Business (fielded)
2/4w (5.5 db) assured analog
loop POTS - Business (Assured)
2w digital loop (ISDN
capable) ISDN(BRI)
2w digital loop(xDSL
capable) ASDL
4w digital loop (1.544Mbps ISDN(PRI)/DS1
capable/HSDL)
UNE Port-Basic Analog/Coin POTS - Business (fielded)
UNE Port-CENTREX CENTREX
UNE Port-ISDN (BRI) CENTREX
UNE Port-DS1/ISDN-PRI DS1/ISDN(PRI)
(incl. DS1 line port)
UNE Port-PBX DID PBX DID
UNE Dedicated Transport HICAP
(incl. DS1 AND DS3)
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated
Trunks
PNP (Port out) (To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes CPE and IEC/CLEC caused troubles
. Excludes troubles associated with inside wire
. Excludes Trouble Reports Received on the Due Date
(which instead are reported in the
"Provisioning Troubles" measure)
. Excludes Subsequent reports
. Excludes Message Reports (circuit reports for which
Nevada Bell has no records)
. Excludes Nevada Bell employee generated reports
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. When results are less than parity for a reporting
period, Nevada Bell will provide disaggregation by
Maintenance Disposition codes as diagnostic data.
. ADSL was selected as the analog for resale services
and UNE DSL 2-wire loop because it currently is the
most relevant analog.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 26 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Provisioning Measure 17
- ------------
Measurement: Average Completion Notice Interval
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time per order to issue
notification to CLEC of a completed order.
- --------------------------------------------------------------------------------
Method of Calculation: Sum ((Date and Time of Completion Notification to CLEC)
- (Date and Time of Work Completion)) / (Number of
Orders Completed)
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, and by Nevada
Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: All interfaces
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Fully electronic (LEX, EDI) -standard
All other interfaces
. Standard- 90% within 24 hours
- -------------------------------------------------------------------------------
Business Rules: . 24 hour clock is used to measure interval
. Excludes weekends and Nevada Bell published
holidays
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 27 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Maintenance Measure 18
- -----------
<TABLE>
<CAPTION>
Measurement: Customer Trouble Report Rate
===============================================================================================================
Area Requirement Description
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Description: Measures the total number of network customer trouble reports received within a
calendar month per 100 circuits/UNEs.
- ---------------------------------------------------------------------------------------------------------------
Method of Calculation: (Total Number of Customer initial and repeat network trouble reports / Number
of access lines/circuits/UNEs in service at the end of the prior reporting
period) X 100
- ---------------------------------------------------------------------------------------------------------------
Report Period: Monthly
- ---------------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell (if analog applies),
and by Nevada Bell Affiliates
- ---------------------------------------------------------------------------------------------------------------
Report By: By service group type (including PNP) & NXX Code Opening Troubles
- ---------------------------------------------------------------------------------------------------------------
Geographic Level: Statewide
- ---------------------------------------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured for the Nevada Bell Bell Retail
following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
2/4w (5.5 db) assured analog loop POTS - Business (Assured)
2w digital loop (ISDN) ISDN(BRI)
2w digital loop (xDSL) ADSL
4w digital loop (ISDN PRI) ISDN(PRI)/DSI
UNE Port -- Basic Analog POTS - Business (fielded)
UNE Port -- CENTREX CENTREX
UNE Port -- PBX DID PBX DID
UNE Port -- ISDN (BRI) CENTREX
UNE Port -- DSI/ISDN (PRI) DSI/ISDN(PRI)
UNE Dedicated Transport HICAP
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
PNP - Port Out (to be determined)
- ---------------------------------------------------------------------------------------------------------------
Business Rules: . Excludes CPE and IEC/CLEC caused troubles
. Excludes Subsequent reports
. Excludes Messages Reports (circuit reports for which Nevada Bell has no
records)
. Access line/circuit count taken from previous month
. Excludes Nevada Bell employee generated reports
- ---------------------------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review will be determined
by the NPUC.
. When results are less that parity for a reporting period, Nevada Bell
will provide disaggregation by Maintenance Disposition codes as diagnostic
data.
. ADSL was selected as the analog for resale services and UNE DSL 2-wire
loop because it currently is the most relevant analog.
===============================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 28 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<CAPTION>
Performance Measures
Report Requirements
===============================================================================
Maintenance Measure 19
-----------
<S> <C>
Measurement: Percentage of Customer Trouble Not Resolved Within
Estimated Time
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percent of trouble reports not cleared
by the commitment time.
- --------------------------------------------------------------------------------
Method of Calculation: (Total network trouble reports not cleared by the
commitment time for Nevada Bell reasons / Total
network trouble reports completed) X 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies), and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . By service group type (including PNP) & NXX
Code Opening Troubles
. By dispatch and no dispatch
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured for the Nevada Bell Bell Retail
following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
2/4w (5.5db) assured analog loop POTS - Business (Assured)
2w digital loop (ISDN) ISDN(BRI)
2w digital loop (xDSL) ADSL
4w digital loop (ISDN PRI) ISDN(PRI)/DS1
UNE Port - Basic Analog POTS - Business (fielded)
UNE Port - CENTREX CENTREX
UNE Port - PBX DID PBX DID
UNE Port - ISDN (BRI) CENTREX
UNE Port - DS1/ISDN (PRI) DS1/ISDN (PRI)
UNE Port - Dedicated Transport HICAP
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
PNP - Port Out (To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes CPE and IEC/CLEC caused troubles
. Excludes Subsequent reports
. Excludes Message Reports (circuit reports which
Nevada Bell has no records on)
. Excludes Nevada Bell employee generated reports
. Excludes customer caused misses
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. When results are less than parity for a
reporting period, Nevada Bell will provide
disaggregation by Maintenance Disposition codes
as diagnostic data.
. ADSL was selected as the analog for resale
services and UNE DSL 2-wire loop because it
currently is the most relevant analog.
================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 29 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<CAPTION>
Performance Measures
Report Requirements
====================================================================================================
Maintenance Measure 20
-----------
Measurement: Average time to Restore
=====================================================================================================
Area Requirement Descriptiom
- -----------------------------------------------------------------------------------------------------
<S> <C>
Description: Measures the average duration of customer trouble
reports from the receipt of the customer trouble
report to the time the trouble is cleared.
- -----------------------------------------------------------------------------------------------------
Method of Calculation: (Total duration of customer network trouble reports)
/ (Total customer network trouble reports)
- -----------------------------------------------------------------------------------------------------
Report Period: Monthly
- -----------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies), and by Nevada Bell
Affiliates
- -----------------------------------------------------------------------------------------------------
Reported By: . By service group type (including PNP) & NXX
Code Opening Troubles
. By dispatch and no dispatch
- -----------------------------------------------------------------------------------------------------
Geographic Level: Statewide
- -----------------------------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured for the Nevada Bell Bell Retail
following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
2/4w (5.5db) assured analog loop POTS - Business (Assured)
2w digital loop (ISDN) ISDN(BRI)
2w digital loop (xDSL) ADSL
4w digital loop (ISDN PRI) ISDN(PRI)/DSI
UNE Port - Basic Analog POTS - Business (fielded)
UNE Port - CENTREX CENTREX
UNE Port - PBX DID PBX DID
UNE Port - ISDN (BRI) CENTREX
UNE Port - DSI/ISDN (PRI) DSI/ISDN(PRI)
UNE Dedicated Transport HICAP
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated Trunks
PNP - Port Back (To be determined)
- -----------------------------------------------------------------------------------------------------
Business Rules: . Excludes CPE and IEC/CLEC caused troubles
. Excludes Subsequent reports
. Excludes Message Reports (circuit reports which
Nevada Bell has no records on)
. Excludes Nevada Bell employee generated reports
- -----------------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. When results are less than parity for a
reporting period, Nevada Bell will provide
disaggregation by Maintenance Disposition codes
as diagnostic data.
. ADSL was selected as the analog for resale
services and UNE DSL 2-wire loop because it
currently is the most relevant analog.
=====================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 30 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
===============================================================================
Maintenance Measure 21
-----------
Measurement: POTS Out of Service Less Than 24 Hours
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percent of POTS out-of-service trouble
reports cleared in less than 24 hours.
- --------------------------------------------------------------------------------
Method of Calculation: (Total number of out of service network troubles
cleared in less than 24 hours / Total number of out of
service network troubles reported) x 100
Note: For non-design services only
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies), and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Reported By: By POTS Residence and Business (Resale and (UNE)
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale (POTS)
Parity for UNEs (Basic) Nevada Bell Bell Retail
2/4w (8db) analog loop POTS - Business (fielded)
UNE Port - Basic Analog POTS - Business (fielded)
UNE Platform - POTS Analogous Retail Service
- --------------------------------------------------------------------------------
Business Rules: . Residential and Business POTS only
. Excludes no access
. Interval for tickets received Saturday and Sunday
begins no later than Monday morning
. Excludes CPE and IEC/CLEC caused troubles
. Excludes Subsequent reports
. Excludes Message Reports (circuit reports for
which Nevada Bell has no records)
. Excludes Nevada Bell employee generated reports
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. When results are less than parity for a reporting
period, Nevada Bell will provide disaggregation
by Maintenance Disposition codes as diagnostic
data.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 31 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Maintenance Measure 22
- -----------
Measurement: Frequency of Repeat Troubles in 30 Day Period
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percent of customer network trouble
reports received within 30 calendar days of a previous
report.
- --------------------------------------------------------------------------------
Method of Calculation: (Total customer network trouble reports received within
30 calendar days of a previous customer report / Total
customer network trouble reports) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), and by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: By service group type (including PNP) & NXX Code
Operating Troubles
- --------------------------------------------------------------------------------
Geographic Level Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for Resale is Retail
Parity for UNE measured for Nevada Bell Bell Retail
the following UNEs:
2/4w (8db) analog loop POTS - Business (fielded)
2/4w (5.5 db) assured analog POTS - Business (Assured)
loop
2w digital loop (ISDN) ISDN(BRI)
2w digital loop (xDSL) ADSL
4w digital loop (ISDN PRI) ISDN(PRI)/DS1
UNE Port - Basic Analog POTS - Business (fielded)
UNE Port - CENTREX CENTREX
UNE Port - PBX DID PBX DID
UNE Port - ISDN (BRI) CENTREX
UNE Port - DS1/ISDN (PRI) DS1/ISDN(PRI)
UNE Dedicated Transport HICAP
UNE Platform Analogous Retail Service
Interconnection Trunks Nevada Bell Dedicated
Trunks
PNP - Port Out (To be determined)
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
. When results are less than parity for a reporting
period, Nevada Bell will provide disaggregation by
Maintenance Disposition codes as diagnostic data.
. ADSL was selected as the analog for resale services
and UNE DSL 2-wire loop because it currently is the
most relevant analog.
===============================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 32 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Network Performance Measure 23
- -------------------
Measurements: Percent Blocking on Common Trunks
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percent of common and shared transport trunk
groups exceeding 2% blockage.
Note: Includes histogram distribution chart
- --------------------------------------------------------------------------------
Method of Calculation: (Number of common and shared transport trunk groups
exceeding 2% blockage / Total number of common and shared
transport trunk groups) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly (Exception Reporting Only)
- --------------------------------------------------------------------------------
Report Structure: Reported by common/shared transport trunk group.
- --------------------------------------------------------------------------------
Report By: By Central Office and Trunk type where individual trunk
types can be distinguished
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: To be determined
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: Measured by:
. Trunk type (e.g., EAS, Toll, InterLATA, 911, etc.)
. Total trunk groups
. Percent Blocking
. Location "A"
. Report month
. Threshold exceptions
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 33 OF 35
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Network Performance Measure 24
- -------------------
Measurement: Percent Blocking on Interconnection Trunks
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of final dedicated
interconnection trunk groups exceeding 2% blockage.
Notes: 1) Includes histogram distribution chart.
2) Applies to those trunks where Nevada Bell
has augmentation control.
3) Does not apply when trunks are provisioned as
two-way trunks.
- --------------------------------------------------------------------------------
Method of Calculation: (Number of final dedicated interconnection trunk groups
exceeding 2% blockage/ Total number of final dedicated
interconnection trunk groups) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly (Exception Reporting Only)
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies), by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: By Central Office and Trunk type where individual
trunk types can be distinguished
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity-comparison made to Nevada Bell final trunk
groups
- --------------------------------------------------------------------------------
Business Rules: . Only measured on trunks where Nevada Bell has
outgoing traffic to ClECs, and where Nevada Bell
controls trunk capacity.
. Threshold exception detail
. Report month
- --------------------------------------------------------------------------------
Notes: Measured by:
. Trunk type (e.g., EAS, Toll, InterLATA, 911, etc.)
. Total trunk groups
. Nevada Bell trunk groups
. CLEC trunk groups
. Threshold exceptions
. Nevada Bell end office to CLEC end office
. Nevada Bell tandem to CLEC end office
. Availability of Nevada Bell affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 34 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Network Performance Measure 25
- -------------------
Measurement: NXX Loaded by LERG Effective Date
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the number of NXXs loaded and tested by the
LERG effective date.
- --------------------------------------------------------------------------------
Method of Calculation: ((Number of NXXs loaded and tested by LERG effective
date)/(Number of NXXs scheduled to be loaded and tested
by LERG effective date)) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada Bell
(if analog applies) and by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: Reported for all NXX codes scheduled to be loaded in
reporting period
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity-comparison made to results for loading Nevada
Bell NXX codes by the LERG effective date.
- --------------------------------------------------------------------------------
Business Rules: . Excludes any NXX codes with requested loading
interval of less than the industry standard
(currently 45 days).
- --------------------------------------------------------------------------------
Notes: . NXX loading procedures include central
office/tandem translations, verification of
translations, call through testing, and AMA
testing.
. TRUCALL billing validation testing is not used
unless maintenance trouble is reported
. Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 35 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Network Performance-- Measure 26
- -------------------
Measurement: Network Outage Notification
================================================================================
Area: Requirement Description:
- --------------------------------------------------------------------------------
Description: Measures the time period for notification of a
network outage. To be measured for the following:
. Switching
. Transport
. Network Fire Related Incident
. Network Blockage
. 911
. SS7
- --------------------------------------------------------------------------------
Method of Calculation: Sum (Date & Time of Outage Notification)-(Date &
Time of Nevada Bell Outage Awareness)/Number of
Outages
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, Nevada
Bell (if analog applies), and Nevada Bell
affiliates
- --------------------------------------------------------------------------------
Report By: Switching transport, network fire related
incident, network blockage, 911, SS7
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity
- --------------------------------------------------------------------------------
Business Rules: . Exception reporting only by central office.
- --------------------------------------------------------------------------------
Notes: . CLECs will be notified of all qualifying
outages
. If Nevada Bell develops a notification
process which is parity by design, once all
parties agree that complete parity is being
provided, Nevada Bell may petition to have
this measure deleted.
. Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 36 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
<TABLE>
<CAPTION>
Performance Measures
Report Requirements
================================================================================
Billing Measure 27
-------
Measurement: Usage Timelines
====================================================================================================================================
Area Requirement Description
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Description: This measure captures the elapsed time between the recording of usage data generated either by CLEC
retail customers or access usage associated with CLEC customers and the time when the data set, in a
compliant format, is successfully transmitted to the CLEC.
- ------------------------------------------------------------------------------------------------------------------------------------
Method of Calculation: Sum ((Data Set Transmission Availability Date) - (Date of Message Recording)) / (Count of All Messages
available for Transmission in Reporting Period)
- ------------------------------------------------------------------------------------------------------------------------------------
Report Period: Monthly
- ------------------------------------------------------------------------------------------------------------------------------------
Report Structure: Individual CLEC's, CLEC's in the aggregate, by Nevada Bell (if analog applies) and by Nevada Bell
Affiliates
- ------------------------------------------------------------------------------------------------------------------------------------
Report By: . Resale
. UNE (IntraLATA and InterLATA, etc.)
. Jointly provided switched access (associated with meet point billing)
- ------------------------------------------------------------------------------------------------------------------------------------
Geographic Level: Statewide
- ------------------------------------------------------------------------------------------------------------------------------------
Measurable Standard:
Parity for Resale and UNE
Benchmark for jointly provided switched access (to be determined)
- ------------------------------------------------------------------------------------------------------------------------------------
Business Rules:
- ------------------------------------------------------------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for review will be determined by the NPUC.
====================================================================================================================================
</TABLE>
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 37 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Billing Measure 28
- -------
Measurement: Accuracy of Usage Feed
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the completeness of content, accuracy of
information and conformance of formatting of the
records Nevada Bell transmits to the CLEC in the
reporting period.
Note: This data will be reported by CLECs. If no
data received from CLEC, Nevada Bell will not
report the measure.
- --------------------------------------------------------------------------------
Method of Calculation: ((Number of Usage Records Delivered in the
Reporting Period That Reflected Complete
Information Content and Proper Formatting)/(Total
Number of Usage Records Transmitted)) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate
- --------------------------------------------------------------------------------
Report By:
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Benchmark
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes:
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 38 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
==============================================================================
Billing Measure 29
-------
Measurement: Wholesale Bill Timelines
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: This measure captures the elapsed number of days
between the scheduled close of a Bill Cycle and
Nevada Bell's successful transmission of the
associated invoice to the CLEC. Disaggregated by:
. Resale
. UNE (IntraLATA and InterLATA, etc.)
. Facilities/Interconnection
- --------------------------------------------------------------------------------
Method of Calculation: Sum ((Invoice Transmission Availability Date) -
(Date of Scheduled Bill Cycle Close*)) / (Count
of Invoices Transmitted in Reporting Period )
*Bill Cycle Close = Bill Date
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, and by
Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: . Resale
. UNE (IntraLATA and InterLATA, etc.)
. Facilities/Interconnection
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Standard - 99% within 10 days
- --------------------------------------------------------------------------------
Business Rules: . Includes only mechanized bills.
. Excludes paper bill, magnetic bill, CD ROM
bill or Custom Bill diskette bill.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 39 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Billing Measure 30
- -------
Measurement: Usage Completeness
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of usage charges appearing
on the correct bill.
- --------------------------------------------------------------------------------
Method of Calculation: (Count of usage charges on the bill that were
recorded within last 30 days / total count of
usage charges on the bill) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by
Nevada Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . Resale
. UNE (IntraLATA and InterLATA, etc.)
. Facilities/Interconnection
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Parity for Resale and UNE
Benchmark for Facilities/Interconnection
(to be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes summarized charges
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 40 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Billing Measure 31
- -------
Measurement: Recurring Charge Completeness
================================================================================
Area Requirements Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of fractional recurring
charges appearing on the correct bill.
- --------------------------------------------------------------------------------
Method of Calculation: (Count of fractional recurring charges that are on
the correct bill* / total count of fractional
recurring charges that are on the bill) x 100
* Correct bill = next available bill
Note: Nevada Bell Bell will provide by count of
charges.
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . Resale
. UNE (IntraLATA and InterLATA, etc.)
. Facilities/Interconnection
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Parity for Resale and UNE POTS
Benchmark for Facilities/Interconnection
and UNE Specials (to be determined)
- --------------------------------------------------------------------------------
Business Rules: . The effective date of the recurring charge
must be within 30 days of the bill date for the
charge to appear on the correct bill.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 41 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Billing Measure 32
- -------
Measurement: Non-Recurring Charge Completeness
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of non-recurring charges
appearing on the correct bill.
- --------------------------------------------------------------------------------
Method of Calculation: (Count of non-recurring charges that are on the
correct bill / total count of non-recurring
charges that are on the bill) x 100
*Correct bill = next available bill
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . Resale
. UNE (IntraLATA and InterLATA, etc.)
. Facilities/Interconnection
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Parity for Resale and UNE POTS
Benchmark for Facilities/Interconnection and UNE
Specials (to be determined)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Business Rules: . The effective date of the non-recurring
charge must be within 30 days of the bill
date for the charge to appear on the correct
bill.
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
===============================================================================
Billing Measure 33
-------
Measurement: Bill Accuracy
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of the total bill amount that
is not adjusted by correcting service orders or
adjustments for the month.
- --------------------------------------------------------------------------------
Method of Calculation: (Total monies billed without corrections/ total
monies billed) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . Resale
. Usage
. Recurring Charges
. Non-Recurring Charges
. UNE (IntraLATA and InterLATA, etc.)
. Usage
. Recurring Charges
. Non-Recurring Charges
. Facilities/Interconnection
. Usage
. Recurring Charges
. Non-Recurring Charges
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Parity for Resale and UNE POTS
Benchmark for Facilities/Interconnection and UNE
Specials (to be determined)
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
===============================================================================
Billing Measure 34
-------
Measurement: Duplicate Billing (Disconnect Bill Accuracy)
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the number of former Nevada Bell customers
sent bills erroneously after conversion to CLEC.
- --------------------------------------------------------------------------------
Method of Calculation: (Number of former Nevada Bell customers who receive
erroneous bills after conversion/ Number of former
Nevada Bell customers converted) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Affiliates
- --------------------------------------------------------------------------------
Report By: Full Facilities based conversion, Resale and UNE
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: (To be determined)
- --------------------------------------------------------------------------------
Business Rules:
- -------------------------------------------------------------------------------
Notes: . Excludes the final bill to an end user and
bills for an residual retail services provided
by Nevada Bell to the end user
. Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
================================================================================
Billing Measure 35
- -------
Measurement: Accuracy of Mechanized Bill Feed
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of mechanized bill feeds that
are accurately passed to the CLEC in the reporting
period.
Note: This data will be reported by CLECs. If no data
received from CLEC, Nevada Bell will not report the
measure.
- --------------------------------------------------------------------------------
Method of Calculation: (Total # of files that passed / Total # of files sent
in that reporting period) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate
- --------------------------------------------------------------------------------
Report By:
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Benchmark
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes:
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
================================================================================
Database Updates Measure 36
- -----------------
Measurement: Average Database Update Interval
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time to update database.
. DA/Listings Database
- --------------------------------------------------------------------------------
Method of Calculation: ((Completion Date & Time) - (Update Submission Date &
Time)) / Count of Updates Completed in Reporting
Period
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: . Service Order generated updates
. Direct gateway input
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for service order generated updates
Benchmark for direct gateway input updates (to be
determined)
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . CLECs reverse the right to request additional
databases be included in this measure.
. Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
================================================================================
Database Updates Measure 37
- ----------------
Measurement: Percent Database Accuracy
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of database updates completed
without error.
. 911 Database
. DA/Listings Database
- --------------------------------------------------------------------------------
Method of Calculation: ((Count of Updates Completed without error)/(Count of
Updates Completed)) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, by Nevada
Bell (if analog applies) and by Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: DA/Listings:
. Service Order generated updates
. Direct gateway input
E911 Database
. Service Order generated updates
. Direct gateway input
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for service order generated updates
Direct Gateway Input (To be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes CLEC caused errors
- --------------------------------------------------------------------------------
Notes: . CLECs reserve the right to request additional
databases be included in this measure.
. Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
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Performance Measures
Report Requirements
==============================================================================
Database Updates Measure 38
----------------
Measurement: E911/911 MS Database Update Average
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the percentage of E911/911 database
updates completed within 48 hours.
- --------------------------------------------------------------------------------
Method of Calculation: (Number of records updated within 48 hours / Total
number of records updated) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate, by
Nevada Bell (if analog applies) and by Nevada Bell
Affiliates
- --------------------------------------------------------------------------------
Report By: (To be determined)
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Parity for service order generated updates
Direct gateway input (To be determined)
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
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NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
==============================================================================
Collocation Measure 39
-----------
Measurement: Average Time to Respond to a Collocation Request
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time Nevada Bell takes to
respond to a CLEC's collocation request.
- --------------------------------------------------------------------------------
Method of Calculation: Sum ((Request Response Date)-(Request submission
Date)) / Count of Requests submitted in Reporting
Period
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate and by
Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: . All Collocation
. Space Availability
. Price and Schedule Quote
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Benchmark (to be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes orders canceled by CLEC
- --------------------------------------------------------------------------------
Notes:
. Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 49 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Collocation Measure 40
- -----------
Measurement: Average Time to Provide a Collocation Arrangement
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time it takes Nevada Bell to
complete (build) a collocation arrangement.
- --------------------------------------------------------------------------------
Method of Calculation: Sum((Date Collocation Arrangement is Complete)-
(Date Application for Collocation Arrangement is
approved* by Nevada Bell))/ Total Number of
Collocation Arrangements Completed during the
Reporting Period
*"Approved" means Nevada Bell approves the
application and receives, from CLEC, financial
payment or bond.
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLECs, CLECs in the aggregate and by
Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Report By: . All Collocation
. New
. Augment
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Benchmark (to be determined)
- --------------------------------------------------------------------------------
Business Rules: . Excludes orders canceled by CLEC
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data for
review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 50 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Interfaces Measure 41
- ----------
Measurement: Percentage of Time Interface is Available
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures percent of time OSS interface is
available compared to scheduled availability.
- --------------------------------------------------------------------------------
Method of Calculation: ((Number of Scheduled System Available Hours) -
(Number of Unscheduled System Unavailable Hours))
/ Scheduled System Available Hours) x 100
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: CLECs in the aggregate, by Nevada Bell (if analog
applies)
- --------------------------------------------------------------------------------
Reported By: By interface type for all interfaces accessed by
CLECs (e.g., pre-ordering, ordering, and
maintenance)
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Parity for systems used by both Nevada Bell and
CLEC
Benchmark for all other systems (to be determined)
- --------------------------------------------------------------------------------
Business Rules: . Outage hours are obtained from outage reports
. Any change requests for extended availability
during the reporting period are added to the
schedule hours.
- --------------------------------------------------------------------------------
Notes:
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 51 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Interfaces Measure 42
- ----------
Measurement: Average Notification of Interface Outages
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the time it takes Nevada Bell to notify
the CLEC of an outage of an interface.
- --------------------------------------------------------------------------------
Method of Calculation: Sum((Date and time of Outage Notification to
CLECs)-(Date and time of Nevada Bell awareness of
Interface Outage))/Total Number of Interface
Outages
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: Individual CLEC, CLECs in the aggregate, and by
Nevada Bell Affiliates
- --------------------------------------------------------------------------------
Reported By: By interface type for all interfaces accessed by
CLECs
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard: Standard - 97% in 15 minutes
- --------------------------------------------------------------------------------
Business Rules:
- --------------------------------------------------------------------------------
Notes: . Availability of Nevada Bell Affiliate data
for review will be determined by the NPUC.
================================================================================
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 52 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Performance Measures
Report Requirements
================================================================================
Interfaces Measure 43
- ----------
Measurement: Center Responsiveness
================================================================================
Area Requirement Description
- --------------------------------------------------------------------------------
Description: Measures the average time it takes Nevada Bell work
center to answer a call.
- --------------------------------------------------------------------------------
Method of Calculation: Sum (Date and Time of Call answer - Date and Time of
Call Receipt) / (Total calls answered by center))
- --------------------------------------------------------------------------------
Report Period: Monthly
- --------------------------------------------------------------------------------
Report Structure: CLECs in the aggregate, and by Nevada Bell (if analog
applies)
- --------------------------------------------------------------------------------
Report By:
. Nevada Bell Ordering Center
. Nevada Bell Repair Center
- --------------------------------------------------------------------------------
Geographic Level: Statewide
- --------------------------------------------------------------------------------
Measurable Standard:
Repair Centers
Parity
Benchmark for Ordering Centers
. Standard - average 15 seconds
- --------------------------------------------------------------------------------
Business Rules
- --------------------------------------------------------------------------------
Notes: . Measured by individual queue, if applicable, in each
Nevada Bell center.
================================================================================
APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
This appendix, and every interconnection, service and network element provided
hereunder, shall be subject to all rates, terms and conditions contained in this
Agreement or any other appendices or attachments to this Agreement which are
legitimately related to such interconnection, service or network element; and
all such rates, terms and conditions are incorporated by reference herein and as
part of every interconnection, service and network element provided hereunder.
Without limiting the general applicability of the foregoing, the following terms
and conditions of the General Terms and Conditions are specifically agreed by
the Parties to be legitimately related to, and to be applicable to, each
interconnection, service and network element provided hereunder: definitions,
interpretation and construction, notice of changes, general responsibilities of
the
<PAGE>
APPENDIX PERFORMANCE MEASURES
PAGE 53 OF 53
NEVADA BELL/PAC-WEST TELECOMM, INC.
031599
Parties, effective date, term, termination, disclaimer of representations and
warranties, changes in end user local exchange service provider selection,
severability, intellectual property, indemnification, limitation of liability,
force majeure, confidentiality, audits, disputed amounts, dispute resolution,
intervening law and miscellaneous.
<PAGE>
APPENDIX
PHYSICAL COLLOCATION
213
<PAGE>
TABLE OF CONTENTS
1. GENERAL OFFERING ....................................................1
2. DEFINITIONS .........................................................1
3. APPLICATION .........................................................3
4. SPACE AVAILABILITY ..................................................3
5. PREMISES AND PREPARATION ............................................4
5.6 Movement of Premises ...................................................6
------------------------------------------------------------------------
7
6. TERM
7
7. PREMISES CHARGES
8. BILLING ............................................................10
9. INTERCONNECTION CHARGES ............................................11
10. SERVICE COORDINATION ...............................................11
11. USE OF PREMISES ....................................................11
12. STANDARDS ..........................................................14
13. POWER ..............................................................16
14. OPERATIONAL RESPONSIBILITIES .......................................16
214
<PAGE>
15. ASSIGNMENT .........................................................18
16. CASUALTY LOSS ......................................................18
17. RE-ENTRY ...........................................................19
18. LIMITATION OF LIABILITY ............................................19
19. INDEMNIFICATION OF NEVADA ..........................................21
20. SERVICES, UTILITIES, MAINTENANCE AND FACILITIES ....................21
21. SUCCESSORS BOUND ...................................................22
22. NOTICES ............................................................22
23. COMPLIANCE WITH LAWS ...............................................23
24. OSHA STATEMENT .....................................................23
25. INSURANCE ..........................................................23
26. PROTECTON OF SERVICE AND PROPERTY ..................................25
27. PURPOSE AND SCOPE OF THIS APPENDIX .................................27
28. MISCELLANEOUS ......................................................28
215
<PAGE>
APPENDIX PHYSICAL COLLOCATION
1. GENERAL OFFERING
1.1 This Appendix sets forth the descriptions and requirements for Physical
Collocation that NEVADA offers and will provide to CLEC under this
Agreement.
1.2 Except where Physical Collocation is not practical for technical
reasons or
because of space limitations, NEVADA will provide Physical Collocation
to CLEC in accordance with this Appendix for the purposes of
interconnection to NEVADA pursuant to 47 U.S.C. Section 251(c)(2) and
for obtaining access to NEVADA's unbundled network elements pursuant to
47 U.S.C. Section 251(c)(3). Physical Collocation shall be provided on
a non-discriminatory basis, on a "first come, first-served" basis, and
otherwise in accordance with the requirements of the Act (including 47
U.S.C. Section 25 1 (c)(6)), and applicable FCC rules thereunder.
1.3 Unless contrary to the terms and conditions contained in this Appendix,
the terms
and conditions of this Agreement are incorporated herein by this
reference and shall apply as if set forth herein.
2. DEFINITIONS
2.1 CLEC Telecom Equipment
The telecommunications equipment and ancillary telecommunications
facilities that the CLEC is permitted to and does place in the Premises
as allowed by this Appendix. "CLEC Telecom Equipment" includes
telecommunications equipment necessary for interconnection to NEVADA or
access to its unbundled network elements in accordance with the Act,
applicable FCC rules, and paragraphs 579-582 of the FCC's First Report
and Order, FCC 96-325, 11 FCC Rcd 15499 (1996) ("First Interconnection
Order'). Such telecommunications equipment includes but is not limited
to:
(a) transmission equipment, such as optical terminating equipment and
multiplexers;
(b) equipment for the termination of basic transmission facilities
pursuant to
47 C.F.R. Sections 64.1401 and 64.1402 as of August 1, 1996;
and
(c) such additional telecommunications equipment that may be agreed to by
NEVADA and CLEC, or designated in future FCC or Commission decisions.
By way of example, "CLEC Telecom Equipment" includes remote switch
modules ("RSMs") and monitoring equipment installed in
216
<PAGE>
the Premises to send data to CLEC's work center for analysis.
By way of further example and of limitation, equipment used to provide
"information services" or "enhanced services" (as each is defined by applicable
federal statutes and regulations) is not permitted to be placed by CLEC in the
Premises or in the Eligible Structure, and thus are not included within "CLEC
Telecom Equipment."
2.2 Eligible Structure
The structure in which the Premises is located, and is:
(a) a NEVADA tandem office, central office, or serving wire center; or
(b) a building or similar structure owned or leased by NEVADA that houses
its network facilities; or
(c) a structure that houses NEVADA facilities on public rights-of-way,
including, where space exists and it is not impractical for technical
reasons and not prohibited or restricted by legal obligation,
controlled environment vaults ("CEVs'~, huts, and cabinets
(i) that serve as remote terminal sites and house NEVADA
interoffice network facilities such a loop concentrators or
multiplexers; and
(ii) house interoffice network facilities.
2.3 Physical Collocation
Physical Collocation is as defined in 47 C.F.R. Section 51.5.
2.4 Physical Collocation Arrangement
Refers to a single, specific provision of Physical Collocation in a
particular
Premises.
2.5 Power
Refers to any electrical power source for use in or used within the
Premises or Eligible Structure.
2.6 Premises
The space designated for CLEC's Physical Collocation arrangement.
2.7 Virtual Collocation
Virtual Collocation is as defined in 47 C.F.R. Section 51.5.
217
<PAGE>
3. APPLICATION
3.1 CLEC shall complete and submit, along with any application charge,
the then
standard NEVADA application for Physical Collocation. Such application
and associated instructions can be found in NEVADA's "Collocation
Services Handbook" (as defined in Section 12. 1 (b)).
3.2 If a request by CLEC for Physical Collocation or to place a specific
piece of telecommunications equipment in an Eligible Structure is
denied on the basis of that equipment, NEVADA shall prove to the
Commission that such equipment is not "necessary" (as defined by the
FCC) for interconnection to NEVADA or access to its unbundled network
elements, or that Physical Collocation of such equipment is not
practical for technical reasons or is not allowed due to legal
obligations or restrictions.
4. SPACE AVAILABILITY
4.1 NEVADA is not required to provide Physical Collocation at a
particular Eligible Structure if it demonstrates to the
Commission that Physical Collocation is not practical for
technical reasons or because of space limitations. In such
cases, NEVADA will provide Virtual Collocation, except at
points where NEVADA proves to the Commission that Virtual
Collocation is not technically feasible. If Virtual
Collocation is not technically feasible, NEVADA will provide
other methods of interconnection and access to unbundled
network elements to the extent technically feasible.
4.2 At the request of CLEC or direction of the Commission, NEVADA will
submit to the Commission detailed floor plans or diagrams of any
Eligible Structure where NEVADA claims that Physical Collocation is not
practical because of space limitations, where such plans or diagrams
exist. Where such plans or diagrams do not exist or when otherwise
agreed, NEVADA and CLEC will either agree to an alternate method of
addressing a NEVADA claim of space unavailability, or NEVADA will
comply with the Commission's direction.
4.3 NEVADA is not required to lease or construct additional space to
provide for Physical Collocation when existing space has been
exhausted. Moreover, NEVADA is not required to, nor shall this
Appendix create any obligation or expectation, to relinquish used or
forecasted space or facilities subject to the provisions hereof, or to
undertake the construction of new quarters or to construct additions
to existing quarters in order to satisfy any request for additional
space or the placement of equipment or facilities, whether through an
initial request for Physical Collocation or a subsequent request for
more space in an Eligible Structure.
218
<PAGE>
4.4 To the extent possible, NEVADA will make contiguous space available to
CLEC if CLEC seeks to expand an existing Physical Collocation
arrangement and such request meets NEVADA's non-discriminatory
practices regarding efficient space utilization.
4.5 When planning renovations of existing Eligible Structures or
constructing or leasing new Eligible Structures, NEVADA will take into
account known projected demand for Collocation.
4.6 NEVADA may retain a limited amount of floor space for NEVADA's own
specific future uses for a time period on terms no more favorable to
NEVADA than those that apply to other telecommunications carriers,
including CLEC, seeking to reserve Collocation space for their own
future use. Except for space needed for switching equipment
"turnaround" (e.g., the installation of new switching equipment to
replace then-existing switching equipment), if any, NEVADA will
relinquish any space held for future use before denying a request for
Virtual Collocation on grounds of space limitations, unless NEVADA
proves to the Commission that Virtual Collocation at that point is not
technically feasible, including that space does not exist. In any such
event, NEVADA and CLEC will attempt to reach a mutually agreeable
alternative method of interconnection.
4.7 NEVADA may impose reasonable restrictions on its provision of
additional unused space available for Collocation (so-called
"warehousing") as described in paragraph 586 of the First
Interconnection Order; provided, however, that NEVADA shall not set a
maximum space limitation on CLEC unless NEVADA proves to the Commission
that space constraints make such restrictions necessary.
5. PREMISES AND PREPARATION
5.1 NEVADA will construct the Premises in compliance with the
Parties mutually
agreed-upon design for cable holes, ground bars, doors, and
convenience outlets.
After CLEC has made the initial preparation payment required hereunder
(with the application charge, if any, not considered a preparation
payment, initial or otherwise), NEVADA agrees to pursue diligently the
preparation of the Premises for use by CLEC.
5.2 NEVADA shall provide the following to CLEC no later than the "First
Customer Meeting," which is described in the Collocation Services
Handbook.
(a) non-architectural drawings depicting the location and dimensions of the
Premises and any physical obstructions;
(b) Telephone Equipment drawings depicting the path with dimensions for
CLEC outside plant fiber ingress/egress into the Eligible Structure and
219
<PAGE>
Premises, if CLEC fiber is to be brought to the Physical Collocation
arrangement;
(e) NEVADA or industry technical publication guidelines that impact
the
design of CLEC Telecom Equipment;
(d) work restriction guidelines; (e) escalation process for NEVADA
representatives (names, telephone
numbers, escalation order) for any dispute or problem that might arise
pursuant to CLEC's Physical Collocation;
M- NEVADA contacts (name and telephone number) for the following
areas,
with CLEC to provide a list with counterparts for each such area:
(i) Engineering
(ii) Physical & Logical Security
(iii) Provisioning
(iv) Billing
(v) Operations
(vi) Site and/or Building Managers
5.3 NEVADA shall provide positive confirmation to CLEC when construction of
CLEC Premises is underway. No later than the second meeting of CLEC and
NEVADA representatives scheduled to address a Physical Collocation
application ("Second Customer Meeting'% NEVADA shall notify CLEC of the
scheduled completion and turnover dates, and shall provide CLEC the
following: (a) drawings depicting the path, with dimensions, for CLEC's
fiber
ingress/egress into the Premise; and
(b) power cabling connectivity information, including drawings,
identifying the sizes and number of power feeders.
5.4 CLEC and NEVADA will complete an acceptance walk-through of the
Premises prior to turning the Premises over to CLEC. Exceptions that
are noted during this acceptance walk-through shall be corrected by
NEVADA as soon as commercially reasonable after those exceptions are
provided in writing, which exceptions shall be provided no more than 5.
days after the walk through. The correction of these
220
<PAGE>
exceptions from CLEC's Physical Collocation request shall be at
NEVADA's expense.
5.5 NEVADA shall ensure that the Premises and the Eligible Structure comply
with all applicable fire and safety codes. The preparation shall be
arranged by NEVADA in compliance with all applicable codes, ordinances,
resolutions, regulations and laws.
5.6 Movement of Premises
5.6.1 In the event that NEVADA determines it necessary for the Premises to be
moved within the Eligible Structure or to another NEVADA structure
where Physical Collocation is offered, CLEC is required to do so. In
such an event, CLEC shall be responsible for the preparation of the new
premises at the new location if such relocation arises from
circumstances beyond the reasonable control of NEVADA, including
condemnation or government order or regulation that makes the continued
occupancy of the Premises or Eligible Structure uneconomical in
NEVADA's sole judgment. Otherwise NEVADA shall be responsible for any
such preparation.
5.6.2 In the event that CLEC requests that the Premises be moved within the
Eligible Structure or to another NEVADA structure where Physical
Collocation is offered, NEVADA shall permit CLEC to relocate, subject
to the availability of space and associated requirements. CLEC shall be
responsible for all applicable charges associated with the move,
including the reinstallation of the CLEC Telecom Equipment and the
preparation of the new structure to which the Physical Collocation
arrangement is to be moved.
5.6.3 In either such event, the new premises shall be deemed the "Premises"
hereunder and the new structure the "Eligible Structure."
5.7 NEVADA agrees to negotiate CLEC requests for diversity of fiber or
power cabling on an Individual Case Basis ("ICB") basis.
5.8 Bathroom access will be provided where available in common areas.
5.9 NEVADA will contract for and perform the construction and preparation
activities underlying the "Preparation Charge," including the "Common
Charge," the "Premises Charge," and the "Subcontractor Charges," and
any "Custom Work" charges, using same or consistent practices that are
used by NEVADA for
221
<PAGE>
other construction and preparation work performed in the Eligible
Structure.
(Each of capitalized phrases in the preceding set apart by
quotation marks are defined in Section 7.)
5.9.1 Notwithstanding the above, NEVADA will permit CLEC to
subcontract the construction of Physical Collocation
arrangements with contractors approved by NEVADA,
provided that NEVADA will not unreasonably withhold
approval of contractors. Approval by NEVADA will be
based on the same criteria NEVADA uses in approving
contractors for its own purposes.
6. TERM
6.1 Unless otherwise terminated by CLEC providing sixty (60) days'
written notice, any Physical Collocation arrangement hereunder
shall terminate when and in the same manner that this
Agreement terminates.
6.2 Unless there are unusual circumstances, a Physical Collocation
arrangement shall be established within the time frames
provided in NEVADA's Tariff FCC No. 1, Section 18, as may be
amended from time to time, which time frame is currently one
hundred eighty (180) days in most cases. NEVADA will promptly
notify CLEC upon completion of the preparation of the Premises
and will permit CLEC's use thereof as soon as such
arrangements are available.
6.3 CLEC must place CLEC Telecom Equipment in the Premises and
interconnect to
NEVADA's network or to its unbundled network elements within
sixty (60) days after receipt of such notice. If CLEC fails to
do so, NEVADA may, upon notice, terminate that Physical
Collocation arrangement, and CLEC shall be liable in an amount
equal to the unpaid balance of the charges due under and,
further, shall continue to be bound by the provisions of this
Appendix, the terms or context of which indicate continued
viability or applicability beyond termination. For purposes of
this Section, CLEC Telecom Equipment is considered to be
interconnected when physically connected to NEVADA's network
or a NEVADA unbundled network element for the purpose of CLEC
providing a telecommunications service.
7. PREMISES CHARGES
7.1 The charges for a Physical Collocation arrangement in an Eligible
Structure where
interstate expanded interconnection is required to be provided
pursuant to 47
C.F.R. [two section symbols] 64.1401(a), 64.1401(b)shall be as set
forth in Nevada's FCC Tariff No. 1, Section 18. To the extent that any
of those charges are subject to appeal, the result of any such appeal
shall be retroactively applied to any Physical Collocation arrangement
ordered or provided under any such charge.
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7.2 In the event that any CLEC Telecom Equipment that is to be placed in
the Premises was not contemplated by that interstate tariff (which was
based upon the requirements of 47 C.F.R. Section 64.1401), CLEC may be
subject to additional
charges
under an ICB if NEVADA's costs of providing the necessary Premises
requirements (eg., space, power, environmental, grounding) for any such
CLEC Telecom Equipment is not recovered by those tariffed rates. Any
ICB quote shall be included as part of the quote provided to the CLEC
in response to its Physical Collocation application. To the extent that
any such quote separately states a quote for subcontractor charges,
such charges shall be subject to the true-up process contemplated in
Section 7.3(f).
7.3 The charges for a Physical Collocation arrangement that is provided in
an Eligible Structure not included in Section 7.1 ("Other Eligible
Structure") shall be determined on Individual Case Basis ("ICB") in
accordance herewith.
(a) An ICB quote will be prepared and provided to CLEC after it
submits an
application for a Physical Collocation arrangement in an Other
Eligible
Structure.
(b) The quote shall consist of the following components:
(i) monthly recurring charges; and
(ii) the estimate of the one-time charge associated with preparing the
Premises for Physical Collocation (the "Preparation Charge"),
which will consist of two components: (A) the charge to CLEC associated
with modifying the Eligible Structure to provide Physical Collocation
("Common Charge'% and (B) the charge associated with preparing the
Premises ("Premises Charge"). Of the Preparation Charge, a separate
amount will be estimated for total subcontractor charges
("Subcontractor Charges"); and
(iii) any custom work charge needed to create or vacate an entrance facility
for CLEC ("Custom Work").
(c) CLEC will have sixty-five (65) business days in which to either accept
or
reject NEVADA's quote.
(d) Prior to any NEVADA obligation to start any preparation of the
Premises,
CLEC shall pay NEVADA fifty percent (50%) of the quoted Premises
Charge, fifty percent (50%) of the quoted Common Charges, and eighty
five percent (85%) of any quoted Custom Work charge. Such amounts shall
be due no later than ten (10) business days after the CLEC accepts
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the ICB quote. If such amounts are not received, the acceptance is
deemed void and shall be treated as having not been given.
The remainder of the quoted Premises Charge, the quoted Common Charge,
and any quoted Custom Work charge are due from CLEC before NEVADA has
any obligation to permit CLEC to occupy the Premises.
NEVADA will not permit CLEC to have access to the Premises for any
purpose other than inspection until NEVADA is in receipt of complete
payment of all quoted non-recurring charges due hereunder.
Within one hundred twenty (120) days of the completion date of the
Premises, NEVADA will perform a true-up of all Subcontractor Charges
using the actual amounts billed by subcontractors. Any amounts charged
above the Subcontractor Charges will be billed to CLEC or,
alternatively, any amount below such Charges will be remitted to CLEC.
(i) Subject to an appropriate non-disclosure agreement, NEVADA
will permit CLEC to inspect supporting documents for the
Preparation Charge, including the Common Charge if CLEC is the
"initial physical collocator" (as such phrase used herein),
the Premises Charge, and any Custom Work charge. Any dispute
regarding such NEVADA charges will be subject to the dispute
resolution provisions outlined in the General Terms and
Conditions of this Agreement.
(g) The first carrier to which NEVADA provides Physical Collocation in a
particular Other Eligible Structure shall be responsible for all costs
incurred by NEVADA associated with the preparation of that Eligible
Structure to provide Physical Collocation in the space where Physical
Collocation is to be located ("Initial Common Charge"). Thereafter the
Initial Common Charge will be prorated and the prorated share refunded
to the previous physical collocator(s) if and as additional carriers
use Physical Collocation in that same Other Eligible Structure within
twelve (12) months of the first billing date of the initial monthly
recurring charge for the first physical collocator in that Other
Eligible Structure, using the following schedule:
<TABLE>
<CAPTION>
Collocator Initial Common Charge Refund
<S> <C> <C>
1st 100% NA
2nd 50% 50%
3rd 33 1/3% 162/3%
4th 25% 8 1/3%
5th and beyond 0% 0%
</TABLE>
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To the extent that a physical collocator uses a space
other than such initial space, NEVADA shall refund to
CLEC the portion of the Initial Common Charge
applicable to such collocator based on the relative
use of such initial space in a manner consistent with
the above methodology and other terms of this
Appendix. CLEC will be charged in accordance with the
above (e.g., if CLEC is first collocator, if CLEC is
second collocator).
(h) No interest will be paid on any refund. Refunds shall be based on
the
Initial Common Charge actually paid by the first
physical collocator and, similarly, the Initial
Common Charge paid by subsequent collocators.
(i) Notwithstanding any other provision hereof, NEVADA shall have no
obligation to refund any amount that would result in
NEVADA being unable to retain the full amount of the
Initial Common Charge or to refund any amount based
upon charges not actually collected.
The monthly recurring charge(s) in an Other Eligible Structure may be
increased upon thirty (30) days' notice by NEVADA.
7.4 In the event that CLEC materially breaches this Appendix by
purporting to terminate the Physical Collocation arrangement
after NEVADA has begun preparation of the Premises but before
NEVADA has been paid the entire nonrecurring amounts due under
this Appendix, then in addition to any other remedies that
NEVADA might have, CLEC shall be liable in the amount equal to
the non-recoverable costs less estimated net salvage.
Non-recoverable costs include, as applicable, the
non-recoverable cost of equipment and material ordered,
provided or used; trued-up Subcontractor Charges, the
non-recoverable cost of installation and removal, including
the costs of equipment and material ordered, provided or used;
labor, transportation and any other associated costs.
7.5 The monthly recurring charge(s) shall begin to apply no later
than the date that NEVADA sends written notice to CLEC that
NEVADA has completed the preparation of the Premises,
including to the extent possible in light of the failure by
CLEC to complete its work (eg., late in providing a fiber
optic cable to pull into the Eligible Structure). The fact
that NEVADA may have additional work to perform after CLEC
does complete its work shall not bar the start of such
charges.
8. BILLING
8.1 Payment of any amount charged hereunder shall be due thirty
(30) days from the billing date. NEVADA may change its billing
date practices upon thirty (30) days notice to CLEC.
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8.2 In the event that any charge is not paid when due, the unpaid
amounts shall bear interest in accordance with the terms and
conditions set forth in NEVADA's intrastate tariff late
payment provision(s) applicable to access services, or the
highest rate permitted by law, whichever is lower, from the
due date until paid.
9. INTERCONNECTION CHARGES
9.1 Charges for interconnection shall be as set forth in this
Agreement and any
applicable NEVADA tariffs.
9.2 NEVADA shall provide an Expanded Interconnection Service Cross
Connect ("EISCT") or applicable point-of-access cross connects
for intraoffice cross connects (described in Appendix UNE) as
requested by CLEC to meet CLEC's need for placement of CLEC
Telecom Equipment, interconnection, or provision of
telecommunications service. CLEC requests for cross connects
at transmission rates not specified in Appendix UNE are
subject to the bonafide request process described therein.
9.3 CLEC shall have the right, at the point of termination for the
cross connect, to assign the tie pair facilities and the
channels on CLEC Telecom Equipment located within the
premises, under CLEC's control, that are used for
telecommunications service in the Physical Collocation
arrangement.
10. SERVICE COORDINATION
Transferring CLEC interconnection from NEVADA's current access service
transport or entrance facilities to cross connects will be accomplished
within a mutually agreed-upon time frame; however, to ensure a smooth
transition from such access services to point of access cross connects,
CLEC must provide forecasts of its future needs for cross connect
capacity on a Premises-by-Premises basis at least ninety (90) days in
advance of CLEC's desired transition date.
11. USE OF PREMISES
11.1 The Premises are to be used by CLEC for purposes of placing
CLEC Telecom Equipment for the purposes of interconnecting
with NEVADA under 47 U.S.C. Section 251(c)(2), or obtaining
access to its unbundled network elements under 47 U.S.C.
Section 251(c)(3). Equipment used to provide "information
services" or "enhanced services" (as each is defined by
applicable federal statutes and regulations) is not permitted
to be placed by CLEC in the Premises or in the Eligible
Structure. CLEC shall not use the Premises for office, retail,
or sales purposes. No signage or markings of any kind by CLEC
shall be permitted on the Eligible Structure or
on the grounds surrounding the Eligible Structure.
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11.2 A list of all of CLEC Telecom Equipment that will be placed within the
Premises shall be set forth on the CLEC's Physical Collocation
application, which includes associated power requirements, floor
loading, and heat release of each piece of CLEC Telecom Equipment. CLEC
wan-ants and represents that the Physical Collocation application
contains a complete and accurate list of such. CLEC Telecom Equipment,
and acknowledges that any incompleteness or inaccuracy would be a
breach of this Appendix. CLEC shall not place or leave any other
equipment or facilities within the Premises without the express written
consent of NEVADA.
11.3 In the event that subsequent to the submission of the Physical
Collocation application and its list of CLEC Telecom Equipment with the
required technical information, CLEC desires to place in the Premises
any telecommuni cations equipment or such ancillary telecommunications
facilities not so set forth in the Physical Collocation application,
CLEC shall furnish to NEVADA a new Physical Collocation application to
cover such equipment or facilities. Thereafter, consistent with its
obligations under the Act and applicable FCC and Commission rules,
orders, and awards, NEVADA may provide such written consent- or may
condition any such consent on additional charges arising from the-
request; including any engineering design charges and any additional
requirements such aspower and environmental requirements for such
requested telecommunications equipment and/or facilities. Upon the
execution by both NEVADA and CLEC of a final list and description and
receipt by NEVADA of payment of any applicable non-recurring charges,
the Physical Collocation arrangement shall be deemedto have been
amended and such requested telecommunications equipment and/or
facilities shall be included within "CLEC Telecom Equipment."
11.4 CLEC may use the Premises for placement of CLEC Telecom Equipment only.
CLEC's employees, agents and contractors shall be permitted access- to-
the Premises at all reasonable times, provided that CLEC's employees,
agents: and contractors comply with NEVADA's policies and practices
pertaining. to-- fire and security. CLEC agrees to comply promptly with
all laws, ordinances and regulations affecting the use of the Premises.
11.5 Other than the security restrictions described herein, NEVADA shall
place no restriction on access to CLEC's Premises by CLECs employees
and desi gnated Such space shall be available to CLEC designated agents
twenty-four (24) hours per day each day of the week. NEVADA will not
impose unreasonable security restrictions for the Eligible Structure,
including the Premises.
11.6 Upon the expiration of a Physical Collocation arrangement, CLEC shall
surrender the Premises to NEVADA, in the same condition as when first
occupied by CLEC, ordinary wear and tear excepted.
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11.7 CLEC Telecom Equipment, CLEC operating practices, or other activities
or conditions attributable to CLEC that represent a significant
demonstrable technical threat to NEVADA's network, equipment, or
facilities, including the Eligible Structure, or to the network,
equipment, or facilities of any person or entity located in the
Eligible Structure, are strictly prohibited.
11.8 Notwithstanding any other provision hereof, the characteristics and
methods of operation of any equipment, facilities or any other item
placed in the Premises shall not interfere with or impair service over
NEVADA's network, equipment, or facilities, or the network, equipment,
or facilities of any other person or entity located in the Eligible
Structure; create hazards for or cause damage to those networks,
equipment, or facilities, the Premises, or the Eligible Structure;
impair the privacy of any communications carried in, from, or through
the Eligible Structure; or create hazards or cause physical harm to any
person, entity, or the public. Any of the foregoing events would be a
material breach of this Appendix.
11.9 NEVADA will permit CLEC to interconnect the CLEC Telecom Equipment with
other telecommunications carriers Collocating in the Eligible
Structure; provided, however, that any CLEC Telecom Equipment is also
used for interconnection with NEVADA or for access to its unbundled
network elements. NEVADA will provide such connection between CLEC and
such other Collocating telecommunication carriers via cage-to-cage
cross connections and any necessary Digital Cross Connect ("DCSS") or
other telecommunications equipment at CLEC's expense, unless NEVADA
permits one or more of the Collocating carriers to provide this
connection for themselves. NEVADA need not permit CLEC or other
collocating telecommunications carriers to place its own connecting
transmission facilities within the Eligible Structure outside of the
Premises. Rates for cage-to-cage connections are as described in
Appendix PRICING.
11.10 Subject to the limitations and restrictions of this Appendix, CLEC may
place or install in or on the Premises such fixtures and unpowered
facilities as it shall deem desirable for the conduct of business.
Personal property, fixtures and unpowered facilities placed by CLEC in
the Premises shall not become a part of the Premises, even if nailed,
screwed or otherwise fastened to the Premises, but shall retain their
status as personal property and may be removed by CLEC at any time. Any
damage caused to the Premises by the removal of such property shall be
repaired at CLEC's expense.
11. 11 In no case shall CLEC or any person or entity purporting to be
acting through or on behalf of CLEC make any- rearrangement, modification,
improvement, addition, repair, or other alteration to the Premises or the
Eligible Structure without the advance written permission and direction of
NEVADA. NEVADA
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shall consider a modification, improvement, addition, repair, or other
alteration requested by CLEC, provided that NEVADA shall have the right to
reject or modify any such request. NEVADA will perform any such construction,
and the associated cost shall be paid by CLEC in accordance with NEVADA's
thenstandard custom work order process.
12. STANDARDS
12.1 This Appendix and the Physical Collocation provided hereunder is made
available subject to and in accordance with the:
(a Bellcore Network Equipment Building System (NEBS) Generic
Requirements (GR-63-CORE and GR-1089-CORE) and any successor
document(s), including as such may be modified at any time and from
time to time and such modifications are adopted and followed by NEVADA,
and then where and how adopted and followed by NEVADA ("NEBS
Standards");
(b) NEVADA's Collocation Services Handbook dated March 5, 1996, and any
successor document(s), as may be modified from time to time as set
forth below ("Collocation Services Handbook");
(c) NEVADA's "Central Office Equipment Installation and Job Acceptance
Handbook" followed in installing network equipment, and facilities
within NEVADA central offices and any successor document(s), as may be
modified from time to time as set forth below ("IJAH"); and
(d) any statutory and/or regulatory requirements in effect at the time
of the
submission of the Physical Collocation application or that subsequently
become effective and then when effective.
CLEC shall strictly observe and abide by each.
12.2 The Collocation Services Handbook and the IJAH are attached hereto and,
along with the NEBS Standards, are incorporated herein by this
reference. CLEC may obtain a copy of the NEBS Standards by contacting
Bell Communications Research, Inc. at 1-800-421-2674.
12.3 If the Collocation Services Handbook, the IJAH, or Emergency are
modified from the attached, the following shall apply:
(a) If a modification is made after the date on which CLEC has or
orders a Physical Collocation arrangement, NEVADA shall
provide CLEC with those modifications.or with revised versions
of such, listing or noting the
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modifications as appropriate. Any such modification shall become effective and
thereafter applicable under this Agreement thirty (30) days after such amendment
is released by NEVADA, except for those specific amendments to which CLEC
objects to within thirty (30) days of receipt, providing therewith an
explanation for each such objection. The Parties shall pursue such objections
informally with each other and, if not resolved within forty-five (45) days,
either Party will have fourteen (14) days to invoke the dispute resolution
procedures applicable to this Agreement. If neither Party invokes those
procedures, the modification is deemed effective and applicable.
(b) If a modification is made after this Appendix becomes part of an
effective
"Statement of Generally Available Terms and Conditions" or similar
document for NEVADA (and the modification has not been included in a
change to that "Statement" or this Appendix), then NEVADA will provide
CLEC with a copy of such modifications or the most recent version or
revision of the particular document promptly after receipt of CLEC's
physical collocation application. Any CLEC objection to those
modifications must be received by NEVADA by the thirtieth (30th) day
after their receipt by CLEC or the date, whichever is later.
Thereafter, the same process and procedure (including timelines) for
resolving any objection made under Section 12.3(a) shall apply.
(c) Notwithstanding Sections 17.3(a) and/or (b), any modification made to
address situations potentially harmful to NEVADA's or another's
network, equipment, or facilities, the Eligible Structure, the
Premises, or to comply with statutory or regulatory requirements shall
become effective immediately and shall not be subject to objection.
NEVADA will immediately notify CLEC of any such modification.
The terms and conditions expressly set forth in this Appendix shall control in
the event of an irreconcilable conflict with the Collocation Services Handbook
and the IJAH, or the NEBS Standards (including any modification to any of them
that can be objected to under this Section 12.3, regardless of whether CLEC
objected to such modification pursuant to Section 12.2). Notwithstanding the
immediately preceding, modifications that are governed by Section 12.3(c) shall
apply regardless of any conflict or inconsistency with any other term or
condition governing a Physical Collocation arrangement unless contrary to law.
12.4 CLEC warrants and represents compliance with the NEBS Standards
for each item of the CLEC Telecom Equipment. CLEC also warrants and
represents that any other telecommunications equipment or ancillary
telecommunications facilities that may be placed in the Premises as
permitted hereunder or otherwise shall be so compliant. DISCLOSURE OF
ANY NON-COMPLIANT
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EQUIPMENT OR FACILITIES TO NEVADA IN A PHYSICAL COLLOCATION APPLICATION OR
OTHERWISE SHALL NOT QUALIFY THIS ABSOLUTE CERTIFICATION IN ANY MANNER.
13. POWER
13.1 Unless otherwise expressly agreed in writing, NEVADA will
provide all Power to the Premises, the CLEC Telecom Equipment,
and any other powered equipment or facilities placed in the
Premises. CLEC is not permitted to, and will not, place any AC
or DC power-generating or power-storing devices (including,
for example, generators and back-up batteries) in the
Premises, Eligible Structure, or other NEVADA property.
13.2 Power will support CLEC Telecom Equipment at the specified DC
and AC voltages. At a minimum, the Power and NEVADA's
associated performance, availability, restoration, and other
operational characteristics shall be at parity with that
provided to NEVADA's substantially similar telecommunications
equipment unless otherwise mutually agreed in writing.
14. OPERATIONAL RESPONSIBILITIES
14.1 CLEC and NEVADA are each responsible for providing to the other contact
numbers for technical personnel who are readily accessible twenty- four
(24) hours a day, seven (7) days a week.
14.2 CLEC and NEVADA are each responsible for providing trouble report
status or any network trouble of problems when requested by the other.
14.3 NEVADA shall provide an interconnection point or points, physically
accessible by both NEVADA and CLEC (typically a NEVADA manhole) at
which a CLEC fiber optic cable can enter the Eligible Structure,
provided that NEVADA will designate interconnection points as close as
reasonably possible to the Eligible Structure. NEVADA will provide at
least two such interconnection points at each Eligible Structure where
there are at least two entry points for NEVADA's cable facilities and
at which space is available for new facilities in at least two of those
entry points. CLEC is responsible for bringing its fiber optic cable to
an accessible point outside of the Eligible Structure designated by
NEVADA, and for leaving sufficient cable length in order for NEVADA to
fully extend such CLECprovided cable to the Premises.
14.4 NEVADA will not require CLEC to bring its own transmission
facilities to the Eligible Structure in which CLEC seeks to Collocate.
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14.5 Where existing space is available in the entrance facilities or
equivalent for the Eligible Structure, NEVADA will permit intercon
nection by copper or coaxial cable if CLEC can prove to the Commission
that no harm can be caused to NEVADA's network or networks of other
interconnecting carriers.
14.6 Upon request by CLEC, NEVADA will permit interconnection by
microwave transmission facilities under an ICB arrangement.
14.7 Regeneration of either DS- I or DS-3 signal levels may be provided by
CLEC or NEVADA under its then-standard custom work order process,
including payment requirements prior to the installation of the
regeneration equipment.
14.8 CLEC is responsible for removing any equipment, facilities, fixtures,
personal property or other items, including the CLEC Telecom Equipment,
that it brings into the Premises. If CLEC fails to remove such from the
Premises within thirty (30) days after discontinuance of use, NEVADA
may perform the removal and shall charge CLEC for any materials used in
any such removal, and the time spent on such removal at the
then-applicable hourly rate for custom work. Further, in addition to
the other provisions herein, CLEC shall indemnify and hold NEVADA
harmless from any and all claims, expenses, fees, or other costs
associated with any such removal by NEVADA.
14.9 CLEC is solely responsible for the design, engineering, testing,
performance, and maintenance of the CLEC Telecom Equipment used by CLEC
in the Premises.
CLEC is also responsible for servicing, supplying, repairing,
installing and maintaining the following facilities within the
Premises:
(a) its fiber optic cable(s);
(b) its CLEC Telecom Equipment;
(c) required point of termination cross-connects; (d) point of
termination maintenance, including replacement of fuses and
circuit breaker restoration, if and as required; and
(e) the connection cable and associated equipment which may be
required
within the Premises to the point(s) of termination.
NEVADA BELL NEITHER ACCEPTS NOR ASSUMES ANY RESPONSIBILITY WHATSOEVER
IN ANY OF THESE AREAS.
14. 10 NEVADA will allow CLEC to select its own vendors for all
required engineering and installation services associated with the
CLEC Telecom Equipment (e.g.,
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NEVADA shall not require CLEC to use NEVADA's internal engineering or
installation work forces for the engineering and installation of the CLEC
Telecom Equipment). Installation of the CLEC Telecom Equipment in the Premises
must nevertheless comply with NEVADA's Installation and Job Acceptance Handbook.
14.11 Each Party is responsible for immediate verbal notification to the
other of significant outages or operations problems which could impact
or degrade that other's network, equipment, facilities, or services,
and for providing an estimated clearing time for restoration. In
addition, written notification must be provided within twenty-four (24)
hours.
14.12 CLEC is responsible for coordinating with NEVADA to ensure that
services are installed in accordance with a service request.
14-13 CLEC is responsible for testing, to identify and clear a trouble when
the trouble has been isolated to inside the Premise, or to any piece of
CLEC Telecom Equipment, or any other CLEC-provided facility or piece of
equipment. If NEVADA testing is also required, it will be provided at
charges specified in NEVADA's tariff PSCN C, Section 13.
15. ASSIGNMENT
CLEC shall not assign or otherwise transfer any Physical Collocation arrangement
provided under this Appendix, neither in whole nor in part, or permit the use of
any part of the Premises by any other person or entity, without the prior
written consent of NEVADA. Any purported assignment or transfer made without
such consent shall be voidable at the option of NEVADA. CLEC shall not permit
any third party to jointly occupy the Premises.
16, CASUALTY LOSS
16.1 If the Eligible Structure or the Premises are damaged by fire or other
casualty, and:
(a) the Premises are not rendered untenantable in whole or in part, NEVADA
shall repair the same at its expense (as herein limited) and the
recurring
charges shall not be abated, or
(b) the Premises are rendered untenantable in whole or in part and such
damage or destruction can be repaired within ninety (90) days, NEVADA
has the option to repair the Premises at its expense (as herein
limited) and the recurring charges, shall be proportionately abated to
the extent and while CLEC was deprived of the use. If the Premises
cannot be repaired within ninety (90) days, or NEVADA opts not to
rebuild, then the Physical
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Collocation arrangement provided in the Premises shall (upon
notice to CLEC within thirty (30) days following such
occurrence) terminate as of the date of such damage.
16.2 Any obligation on the part of NEVADA to repair the Premises shall be
limited to repairing, restoring and rebuilding the Premises as
originally prepared for CLEC and shall not include any obligation to
repair, restore, rebuild or replace any alterations or improvements
made by CLEC or by NEVADA on request of CLEC; any CLEC Telecom
Equipment; or other facilities or equipment located in the Premises by
CLEC or by NEVADA on request of CLEC.
16.3 In the event that the Eligible Structure shall be so damaged by fire or
other casualty that closing, demolition or substantial alteration or
reconstruction thereof shall, in NEVADA's opinion, be advisable, then,
notwithstanding that the Premises may be unaffected thereby, NEVADA, at
its option, may terminate any Physical Collocation arrangement in that
Eligible Structure by giving CLEC ten (10) days prior written notice
within thirty (30) days following the date of such
occurrence, if at all possible.
17.
17.1 Unless otherwise set forth herein, if CLEC shall default in performance
of any term or condition herein, and the default shall continue for
thirty (30) days after receipt of written notice, or if CLEC is
declared bankrupt or insolvent or makes an assignment for the benefit
of creditors, NEVADA may, immediately or at any time thereafter,
without notice or demand, enter and repossess the Premises, expel CLEC
and any claiming under CLEC, remove any CLEC Telecom Equipment and any
other items in the Premises, forcibly if necessary, and thereupon such
Physical Collocation arrangement shall terminate, without prejudice to
any other remedies NEVADA might have. NEVADA may exercise this
authority on a Premises-byPremises basis.
17.2 NEVADA may also refuse additional applications for collocation and/or
refuse to complete any pending orders for additional space or
collocation by CLEC at any time thereafter.
18. LIMITATION OF LIABILITY
18.1 With respect to any claim or suit -for damages arising in connection
with the mistakes, omissions, interruptions, delays or errors, or
defects in transmission occurring in the course of furnishing service
hereunder, the liability of NEVADA, if any, shall not exceed an amount
equivalent to the proportionate monthly charge to CLEC for the period
during which such mistake, omission, interruption, delay, error, or
defect in transmission or service occurs and continues. However, any
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such mistakes, omissions, interruptions, delays, errors, or defects in
transmission or service which are caused or contributed to by the negligence or
willful act of CLEC or which arise in connection with the use of CLEC-provided
facilities or equipment shall not result in the imposition of any liability
whatsoever upon NEVADA.
18.2 Neither Party shall be responsible to the other for any indirect,
special, consequential, lost profit, or punitive damages, whether in
contract or tort.
18.3 Each Party shall be indemnified and held harmless by the other against
claims and damages by any third party arising from provision of the
other Party's services or equipment except those claims and damages
directly associated with the provision of services to the other Party
which are governed by the provisioning Party's applicable tariffs.
18.4 Neither Party shall have any liability whatsoever to the customers of
the other Party for claims arising from the provision of the other
Party's service to its customers, including claims for interruption of
service, quality of service or billing disputes.
18.5 The liability of either Party for its willful misconduct, if any, is
not limited by this Appendix. With respect to any other claim or suit,
by a customer or by any others, for damages associated with the
installation, provision, preemption, termination, maintenance, repair
or restoration of service, NEVADA's liability, if any, shall not exceed
an amount equal to the proportionate monthly charge for the affected
period.
18.6 NEVADA shall not be liable for any act or omission of any other carrier
or customer providing a portion of a service, nor shall NEVADA for its
own act or omission hold liable any other carrier or customer providing
a portion of a service.
18.7 When CLEC is provided Physical Collocation under this Appendix, NEVADA
shall be indemnified, defended and held harmless by CLEC against any
claim, loss or damage arising from CLEC's use of NEVADA's Premises
provided under this Appendix, involving:
(a) claims for libel, slander, invasion of privacy, or infringement of
copyright
arising from the customer's own communications;
(b) claims for patent infringement arising from the customer's acts
combi i g
or using the service furnished by NEVADA in connection with facilities
or equipment furnished by the customer; or
235
<PAGE>
(c) all other claims arising in connection with any act or omission of CLEC
in
the course of using Physical Collocation provided pursuant to
this Appendix.
18.8 CLEC acknowledges and understands that NEVADA may provide
space in or access to the Eligible Structure to other persons
or entities ("Others"), which may include competitors of
CLECs; that such space or access may be close to the Premises,
possibly including space adjacent to the Premises and/or with
access to the outside of the Premises; and that any cage
placed around the Premises is a permeable boundary that will
not prevent the Others from observing or even damaging CLECs
equipment and facilities. In addition to any other applicable
limitation, NEVADA shall-have absolutely no liability with
respect to any action or omission by any Other, regardless of
the degree of culpability of any such Other or NEVADA, and
regardless of whether any claimed NEVADA liability arises in
tort or in contract. CLEC shall save and hold NEVADA harmless
from any and all costs, expenses, and claims associated with
any such acts or omission by any Other acting for, through, or
as a result of CLEC.
19. INDENMFICATION OF NEVADA
In addition to any other provision hereof or of this Agreement, CLEC
agrees to indemnify, defend and save harmless NEVADA (including its
officers, directors, employees, and other agents) from any and all
claims, liabilities, losses, damages, fines, penalties, costs,
attorney's fees or other expenses of any kind, arising in connection
with CLEC's use of the Premises, conduct of its business or any
activity, in or about the Premises, performance of any terms of this
Appendix, or any act or omission of CLEC (including its officers,
directors, employees, agents, contractors, servants, invitees, or
licensees). Defense of any claim shall be reasonably satisfactory to
NEVADA.
20. SERVICES, UTILITIES, MAINTENANCE AND FACILITIES
20.1 NEVADA shall maintain for the Eligible Structure customary building
services, utilities (excluding telephone facilities), including janitor
and elevator services, 24 hours a day.
20.2 At CLEC's request, NEVADA shall provide business telephone service with
a connection jack from NEVADA in the Premises subject to applicable
NEVADA tariffs including charges thereof. Upon CLEC's request,
sufficiently in advance, such service shall be available at Premises on
the day that the space is turned over to CLEC by NEVADA.
20.3 NEVADA will provide negative DC and AC power, back-up power, lighting,
ventilation, heat, air conditioning and other environmental conditions
necessary for the CLEC Telecom Equipment in the same manner and at the
same standar 0
236
<PAGE>
telephone of any emergency power activity that would impact CLEC Telecom
Equipment.
23. COMPLIANCE WITH LAWS
CLEC and all persons and entities acting through or on behalf of CLEC shall
comply with the provisions of the Fair Labor Standards Act, the Occupational
Safety and Health Act, and all other applicable federal, state, county, and
local laws, ordinances, regulations and codes (including identification and
procurement of required permits, certificates, approvals and inspections) in its
performance hereunder. CLEC further agrees during the term of any Physical
Collocation arrangement to comply with all applicable Executive and Federal
regulations.
24. OSHA STATEMENT
CLEC, in recognition of NEVADA's status as an employer, agrees to abide by and
to undertake the duty of compliance on behalf of NEVADA with all federal, state
and local laws, safety and health regulations relating to the Premises which
CLEC has assumed the duty to maintain pursuant to this Appendix, and to
indemnify and hold NEVADA harmless for any judgments, citations, fines, or other
penalties which are assessed against NEVADA as the result of CLEC's failure to
comply with any of the foregoing.
NEVADA, in its status as an employer, shall comply with all federal, state and
local laws, safety and health standards and regulations with respect to the
structure and those other portions of the Premises which NEVADA has agreed to
maintain pursuant hereto.
25. INSURANCE
25.1 CLEC shall, at its sole cost and expense procure, maintain, pay for and
keep in force the following insurance coverage and any additional
insurance and/or bonds required by law and underwritten by insurance
companies having a BEST Insurance rating of A+Vl1 or better, and which
is authorized to do business in the State of Nevada. NEVADA shall be
named as an ADDITIONAL INSURED on general liability policy.
25.1.1 Comprehensive General Liability insurance including Products/Completed
Operations Liability insurance including the Broad Form Comprehensive
General Liability endorsement (or its equivalent(s)) with a Combined
Single limit for Bodily Injury and Property Damage of $1 million. Said
coverage shall include the contractual, independent contractors
products/completed operations, broad form property, personal injury
and fire legal liability.
25.1.2 If use of an automobile is required or if CLEC is provided or otherwise
allowed parking space by NEVADA in connection with Physical
237
<PAGE>
Collocation provided under this Appendix, automobile liability insurance with
minimum limits of $1 million each accident for Bodily Injury, Death and Property
Damage combine. Coverage shall extend to all owned, hired and non-owned
automobiles. CLEC hereby waives any rights of recovery against NEVADA for damage
to CLEC's vehicles while on the grounds of the Eligible Structure and CLEC will
hold NEVADA harmless and indemnify it with respect to any such damage or damage
to vehicles of CLEC's employees, contractors, invitees, licensees or agents.
25.1.3 Workers' Compensation insurance with benefits afforded in accordance
with the laws of the state of Nevada.
25.1.4 Employer's Liability insurance with minimum limits of $100,000 for
bodily injury by accident, $100,000 for bodily injury by disease per
employee and $500,000 for bodily injury by disease policy aggregate.
25.1.5 Umbrella/Excess liability coverage in an amount of $5
million excess of coverage specified above.
25.1.6 All Risk Property coverage on a full replacement cost basis insuring
all of CLEC's personal property situated on or within the Eligible
Structure or the Premises. CLEC releases NEVADA from and waives any and
all right of recovery, claim, action or cause of action against NEVADA,
its agents, directors, officers, employees, independent contractors,
and other representatives for any loss or damage that may occur to
equipment or any other personal property belonging to CLEC or located
on or in the space at the instance of CLEC by reason of fire or water
or the elements or any other risks would customarily be included in a
standard all risk casualty insurance policy covering such property,
regardless of cause or origin, including negligence of NEVADA, its
agents, directors, officers, employees, independent contractors, and
other representatives. Property insurance on CLECs fixtures and other
personal property shall contain a waiver of subrogation against NEVADA,
and any rights of CLEC against NEVADA for damage to CLEC's fixtures or
personal property are hereby waived.
25.2 CLEC may also elect to purchase business interruption and contingent
business interruption insurance, knowing that NEVADA has no liability
for loss of profit or revenues should an interruption of service occur
that is attributable to any Physical Collocation arrangement provided
under this Appendix.
25.3 The limits set forth in this Section may be increased by NEVADA from
time to time during the term of a Physical Collocation arrangement to
at least such
238
<PAGE>
minimum limits as shall then be customary in respect of comparable situations
within the existing NEVADA structure.
25.4 All policies purchased by CLEC shall be deemed to be primary
and not contributing to or in excess of any similar coverage
purchased by NEVADA.
25.5 All insurance must be in effect on or before occupancy date and shall
remain in force as long as any of CLEC's Telecom Equipment or other
CLEC facilities or equipment remain within the Premises or the Eligible
Structure. If CLEC fails to maintain the coverage, NEVADA may pay the
premiums thereon and, if so, shall be reimbursed by CLEC.
25.6 CLEC shall submit certificates of insurance and policy binders
reflecting the coverages specified above prior to, and as a condition
of, NEVADA's obligation to turn over the Premises to CLEC or to permit
any CLEC-designated subcontractors into the Eligible Structure pursuant
to Section 5.9.1. CLEC shall arrange for NEVADA to receive thirty (30)
days advance written notice from CLEC's insurance company(ies) of
cancellation, non-renewal or substantial alteration of its terms.
25.7 CLEC must also conform to recommendations made by NEVADA's Property
Insurance Company, if any, unless a recommendation is also applicable
to NEVADA and NEVADA does not so conform in the Eligible Structure
where the Premises is located.
25.8 Failure to comply with the provisions of this "Insurance"
Section will be deemed a material violation of this
Appendix.
26. PROTECTON OF SERVICE AND PROPERTY
26.1 For the purpose of notice permitted or required by this Appendix, each
Party shall provide the other Party a Single Point of Contact ("SPOC")
available twenty-four (24) hours a day, seven (7) days a week.
26.2 Except as may otherwise be provided:
(a) NEVADA and CLEC shall each exercise reasonable care to prevent harm
or damage to the other Party, its employees, agents or customers, or
their property, and
(a) Each Party, its employees, agents, or representatives agree to take
reasonable and prudent steps to ensure the adequate protection of
property and services of the other Party.
239
<PAGE>
26.3 Each Party shall restrict access to the Eligible Structure and
the Premises to employees and authorized agents of that other Party.
26.4 NEVADA shall use electronic access controls to protect all spaces which
house or contain CLEC equipment or equipment enclosures, but if
electronic controls are not available, NEVADA shall either furnish
security guards at those NEVADA locations already protected by security
guards on a seven (7) day per week, twenty-four (24) hour a day basis;
and if none, NEVADA shall permit CLEC to install monitoring equipment
in the collocation space to carry data back to CLEC's work center for
analysis. CLEC agrees that CLEC is responsible for problems or alarms
related to CLEC's equipment or equipment enclosures located on NEVADA's
premises.
26.5 NEVADA shall furnish CLEC with samples of the identifying
credentials to be carried by its employees and authorized agents.
26.6 CLEC shall furnish NEVADA with samples of the identifying credentials
to be carried by its employees and authorized agents.
26.7 CLEC shall comply with the security and safety procedures and
requirements of NEVADA, including but not limited to sign-in,
identification and escort requirements.
26.8 NEVADA shall allow CLEC to inspect or observe spaces which house or
contain CLEC equipment or equipment enclosures at any time within
normal business hours and shall furnish CLEC with all keys, entry
codes, lock combinations, or other materials or information which may
be needed to gain entry into any secured CLEC space. In the event of an
emergency, CLEC shall contact a SPOC provided by NEVADA for access to
spaces which house or contain CLEC equipment or equipment enclosures.
Such NEVADA SPOC shall be available to receive calls from CLEC
twenty-four (24) hours a day, seven (7) days a week and make access
available to CLEC within three (3) hours after receiving a call from
CLEC within the Reno Metropolitan area and within a timeframe to be
negotiated for all other offices.
26.9 Keys used in NEVADA's keying systems for spaces which contain or house
CLEC equipment or equipment enclosures shall be limited to NEVADA
employees and representatives for emergency access only. CLEC shall
have the right to require NEVADA to change locks at NEVADA's expense
where there is evidence of inadequate security. In all other cases,
CLEC may require NEVADA to change locks at CLEC's expense.
240
<PAGE>
26.10 NEVADA shall use reasonable measures to control unauthorized access
from passenger and freight elevators to spaces which contain or house
CLEC equipment or equipment enclosures.
26.11 NEVADA shall use best efforts to provide notification within two (2)
hours to designated CLEC personnel to indicate an
actual security breach.
26.12 NEVADA shall be responsible for the security of the Eligible Structure.
If a security issue arises or if CLEC believes that NEVADA's security
measures are unreasonably lax, CLEC shall notify NEVADA and the Parties
shall work together to address the problem. NEVADA shall, at a minimum,
do the following:
26.12.1 Where a cage is used, NEVADA shall design collocation cages to
prevent unauthorized access; provided, however, that CLEC realizes
and assents to the fact that the cage will be made of wire mesh.
26.12.2 NEVADA shall establish procedures for controlling access to the
collocation areas by employees, security guards and others. Those
procedures shall limit access to the collocation areas to NEVADA's
employees, agents or invitees having a business need, such as a
periodic review of the premises, to be in these areas. NEVADA shall
require all persons entering the collocation areas to wear
identification badges.
26.12.3 NEVADA shall provide card key access to all collocation equipment
areas where a secured pathway to the collocation space is made
available to collocators, along with a positive key control system
for each collocator's caged Premises.
26.12.4 In emergency situations common courtesy will be extended
between CLEC and NEVADA's employees, including the
provision of first aid and first aid supplies.
26.13 CLEC security personnel may audit the collocation area at a
NEVADA location for compliance with security procedures.
26.14 CLEC shall limit access to CLEC employees directly to and from
the Premises and will not enter unauthorized areas under
any circumstances.
27. PURPOSE AND SCOPE OF THIS APPENDIX
Through this Appendix, CLEC is placing the CLEC Telecom Equipment on
NEVADA property for the purposes of interconnecting with NEVADA and
obtaining access to its unbundled network elements. This Appendix does
not constitute, and shall not be
241
<PAGE>
asserted to constitute, an admission or waiver or precedent with the Commission,
the FCC, any other regulatory body, any State or Federal Court, or in any other
form that NEVADA has agreed or acquiesced that any particular piece of CLEC
Telecom Equipment -is "equipment necessary for interconnection or access to
unbundled network elements" under 47 U.S.C. Section 251(c)(6), or that such
piece must be provided in a Virtual Collocation arrangement.
28. MISCELLANEOUS
28.1 NEVADA shall protect as proprietary to CLEC all information provided by
CLEC in requesting or maintaining a Physical Collocation arrangement.
NEVADA shall not provide such information to any third parties and
shall limit access to the information to NEVADA or affiliated employees
having a need to know.
28.2 If CLEC constitutes more than one person, partnership, corporation, or
other legal entities, the obligation of all such entities under this
Appendix is joint and several.
28.3 NEVADA may refuse requests for additional space in the Eligible
Structure or in any other NEVADA premises if CLEC is in material breach
of this Appendix, including having any past due charges hereunder. In
any and each such event, CLEC hereby releases and shall hold NEVADA
harmless from any duty to negotiate with CLEC or any of its affiliates
for any additional space or Collocation arrangement.
28.4 If any of the provisions hereof are otherwise deemed invalid, such
invalidity shall not invalidate the entire Appendix, but rather the
entire Appendix shall be construed as if not containing the particular
invalid provision(s), and the rights and obligations of NEVADA and CLEC
shall be construed accordingly.
28.5 The headings contained herein are inserted for convenience only and
are not intended to affect the meaning or
interpretation of this Appendix.
28.6 Whenever this Appendix requires the consent of a Party, any request
for such consent shall be in writing.
28.7 Neither Party shall be deemed to have waived or impaired any right,
authority, or option reserved by this Appendix (including the right to
demand exact compliance with every term, condition and covenant herein,
or to declare any breach hereof to be a default and to terminate this
Appendix prior to the expiration of its term), by virtue of any custom
or practice of the Parties at variance with the terms hereof or any
failure, refusal or neglect to exercise any right under this Appendix
or to insist upon exact compliance by the other with its obligations
hereunder, including any rule or procedure, or any waiver, forbearance,
delay, failure or omission by
242
<PAGE>
NEVADA to exercise any right, power or option, whether of the same, similar or
different nature, with respect to one or more other CLECs.
28.8 The rights of a Party hereunder are cumulative and no exercise or
enforcement by such Party of any right or remedy hereunder shall
preclude the exercise or enforcement of any other right or remedy
hereunder or to which such Party is entitled to enforce.
28.9 This Appendix is binding upon the Parties hereto, their respective
executors, administrators, heirs, assigns and successors in interest.
28.10 All obligations by either Party which expressly or by their nature
survive the expiration or termination of this Appendix shall continue
in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied in full or by
their nature.
243
<PAGE>
PRICING January 23 1998 NEVEDA/PAC-WEST TELECOMM, INC
PAGE 1 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOOP
2-Wire Analog
---------------------------------------------------------------------------------------------
-Zone 1 $13.55 $31.60 $15.80 $60.90 $45.15 $21.40 $7.80 $107.05 $59.85
---------------------------------------------------------------------------------------------
-Zone 2 $18.15 $31.60 $15.80 $60.90 $45.15 $21.40 $7.80 $107.05 $59.85
---------------------------------------------------------------------------------------------
-Zone 3 $34.55 $31.60 $15.80 $66.60 $50.00 $22.75 $9.10 $123.95 $71.10
---------------------------------------------------------------------------------------------
4-Wire Analog
---------------------------------------------------------------------------------------------
-Zone 1 $30.80 $31.60 $15.80 $214.30 $152.40 $68.50 $39.20 $181.50 $112.35
---------------------------------------------------------------------------------------------
-Zone 2 $40.75 $31.60 $15.80 $214.30 $152.40 $68.50 $39.20 $181.50 $112.35
---------------------------------------------------------------------------------------------
-Zone 3 $73.70 $31.60 $15.80 $254.40 $181.90 $69.85 $40.50 $210.20 $133.60
---------------------------------------------------------------------------------------------
2-Wire Digital
---------------------------------------------------------------------------------------------
-Zone 1 $16.60 $31.60 $15.80 $75.95 $56.40 $31.30 $15.50 $123.15 $73.65
---------------------------------------------------------------------------------------------
-Zone 2 $21.95 $31.60 $15.80 $75.95 $56.40 $31.30 $15.50 $123.15 $73.65
---------------------------------------------------------------------------------------------
-Zone 3 $38.80 $31.60 $15.80 $84.95 $63.95 $35.10 $18.80 $144.70 $89.05
---------------------------------------------------------------------------------------------
2-Wire Digital Loop Conditioning
---------------------------------------------------------------------------------------------
-Zone 1 N/A N/A N/A $1,083.15 $1,083.15 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 2 N/A N/A N/A $1,083.15 $1,083.15 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 3 N/A N/A N/A $1,083.15 $1,083.15 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
2-Wire Digital Loop Facilities Request
Form Processing
---------------------------------------------------------------------------------------------
-Zone 1 N/A N/A N/A $41.10 N/A N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 2 N/A N/A N/A $41.10 N/A N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 3 N/A N/A N/A $41.10 N/A N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
4-Wire Digital
---------------------------------------------------------------------------------------------
-Zone 1 $84.45 $31.60 $15.80 $836.25 $422.65 $236.75 $175.45 $756.00 $642.60
---------------------------------------------------------------------------------------------
-Zone 2 $99.05 $31.60 $15.80 $836.25 $422.65 $236.75 $175.45 $756.00 $642.60
---------------------------------------------------------------------------------------------
-Zone 3 $122.20 $31.60 $15.80 $1,050.85 $528.10 $292.80 $220.80 $964.60 $829.90
---------------------------------------------------------------------------------------------
5db Conditioning (2-Wire Analog)
---------------------------------------------------------------------------------------------
-Zone 1 $1.90 $31.60 $15.80 $305.00 $210.95 $202.70 $189.80 $310.20 $200.35
---------------------------------------------------------------------------------------------
-Zone 2 $2.35 $31.60 $15.80 $305.00 $210.95 $202.70 $189.80 $310.20 $200.35
---------------------------------------------------------------------------------------------
-Zone 3 $2.65 $31.60 $15.80 $352.95 $255.05 $246.75 $233.85 $376.30 $244.40
---------------------------------------------------------------------------------------------
NETWORK INTERFACE DEVICE (NID)
Simple
------
Dispatch w/o Install of NID
---------------------------------------------------------------------------------------------
-Zone 1 N/A $15.80 $7.90 $59.30 $8.00 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 2 N/A $15.80 $7.90 $59.30 $8.00 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 3 N/A $15.80 $7.90 $74.10 $9.80 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
Complex
-------
Dispatch w/o Install of NID
---------------------------------------------------------------------------------------------
-Zone 1 N/A $15.80 $7.90 $59.30 $8.00 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 2 N/A $15.80 $7.90 $59.30 $8.00 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
-Zone 3 N/A $15.80 $7.90 $74.10 $9.80 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 2 of 10
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VERTICAL FEATURES
Call Forwarding Variable
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0887 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.1467 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
DID Number Block (per 100
numbers)
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0029 $31.60 $15.80 $37.35 $ 10.10 $32.40 $ 14.25 $69.00 $25.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0084 $31.60 $15.80 $39.30 $ 11.20 $34.30 $ 15.40 $70.90 $27.05
-------------------------------------------------------------------------------------------------
Hunting Business
-------------------------------------------------------------------------------------------------
-Zone 1 $0.2580 $31.60 $15.80 $37.35 $ 10.10 $32.40 $ 14.25 $69.00 $25.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.3091 $31.60 $15.80 $39.30 $ 11.20 $34.30 $ 15.40 $70.90 $27.05
-------------------------------------------------------------------------------------------------
Busy Call Forwarding
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0044 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0129 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Delayed Call Forwarding
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0084 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0247 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Call Waiting
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0019 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0052 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Three Way Calling
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0613 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0747 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Call Screen
-------------------------------------------------------------------------------------------------
-Zone 1 $0.1814 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.4624 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Message Waiting Indicator
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0843 $31.60 $15.80 $11.20 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.2076 $31.60 $15.80 $11.20 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Repeat Dialling
-------------------------------------------------------------------------------------------------
-Zone 1 $0.1517 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.85 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.3421 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.85 $16.90
-------------------------------------------------------------------------------------------------
Call Return
-------------------------------------------------------------------------------------------------
-Zone 1 $0.4067 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.4639 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
Call Forwarding Busy/Delay
-------------------------------------------------------------------------------------------------
-Zone 1 $0.0143 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $0.0203 $31.60 $15.80 $11.05 $ 1.10 $15.80 $ 5.25 $42.65 $16.90
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 3 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA ????????????????????
- ------------------------------------------------------------------------------------------------------------------------------------
??????????????? ?????? ???????? ???????? ???? ???????? ??????????? ????????
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Remote Call Forwarding
-------------------------------------------------------------------------------------
-Zone 1 $ 1.6277 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.3967 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
Remote Access to Call Forwarding
-------------------------------------------------------------------------------------
-Zone 1 $ 0.2234 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.4912 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
Intercomm +
-------------------------------------------------------------------------------------
-Zone 1 $ 0.0611 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.0330 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Speed Calling 8
-------------------------------------------------------------------------------------
-Zone 1 $ 0.1913 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.5562 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Speed Calling 30
-------------------------------------------------------------------------------------
-Zone 1 $ 0.2046 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.5857 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Priority Ringing
-------------------------------------------------------------------------------------
-Zone 1 $ 0.1347 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.3815 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Call Trace
-------------------------------------------------------------------------------------
-Zone 1 $ 1.8182 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 1.8866 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Caller ID
-------------------------------------------------------------------------------------
-Zone 1 $ 0.9594 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 2.7487 $31.60 $15.80 $11.40 $1.10 $15.80 $5.25 $43.00 $16.90
-------------------------------------------------------------------------------------
Per Line Blocking
-------------------------------------------------------------------------------------
-Zone 1 $ 0.0027 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.0065 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Per Call Blocking
-------------------------------------------------------------------------------------
-Zone 1 $0.000019 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $0.000044 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Blocked Call Rejection
-------------------------------------------------------------------------------------
-Zone 1 $ 1.1638 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.6681 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
Simplified Message Desk Interface (per line)
-------------------------------------------------------------------------------------
-Zone 1 $ 0.0972 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
-------------------------------------------------------------------------------------
-Zone 2 $ 0.2829 $31.60 $15.80 $11.05 $1.10 $15.80 $5.25 $42.65 $16.90
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 4 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOCAL SWITCHING
Analog Line Port
-------------------------------------------------------------------------------------------------
-Zone 1 $ 2.80 $ 31.60 $15.80 $ 42.15 $ 31.30 $ 15.80 $ 5.25 $ 42.65 $ 16.90
-------------------------------------------------------------------------------------------------
-Zone 2 $ 5.65 $ 31.60 $15.80 $ 42.15 $ 31.30 $ 15.80 $ 5.25 $ 42.65 $ 16.90
-------------------------------------------------------------------------------------------------
ISDN (BRI) Port
-------------------------------------------------------------------------------------------------
-Zone 1 -Metro $ 23.20 $ 31.60 $15.80 $ 69.00 $ 51.10 $ 55.05 $ 28.85 $ 74.20 $ 40.45
-------------------------------------------------------------------------------------------------
-Zone 2 (Pahrump Only) TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
-------------------------------------------------------------------------------------------------
5ESS Switching Establishment
-------------------------------------------------------------------------------------------------
-Zone 1 N/A $827.25 N/A $13,954.00 N/A $3,925.70 N/A $3,988.95 N/A 7
-------------------------------------------------------------------------------------------------
-Zone 2 N/A $827.25 N/A $13,954.00 N/A $3,925.70 N/A $3,988.95 N/A 7
-------------------------------------------------------------------------------------------------
DMS-100 Switching Establishment
-------------------------------------------------------------------------------------------------
-Zone 1 N/A $827.25 N/A $13,954.00 N/A $3,925.70 N/A $3,988.95 N/A 7
-------------------------------------------------------------------------------------------------
-Zone 2 N/A $827.25 N/A $13,954.00 N/A $3,925.70 N/A $3,988.95 N/A 7
-------------------------------------------------------------------------------------------------
Customized Routing
-------------------------------------------------------------------------------------------------
-Zone 1 ICB ICB ICB ICB ICB ICB ICB ICB ICB 2
-------------------------------------------------------------------------------------------------
-Zone 2 ICB ICB ICB ICB ICB ICB ICB ICB ICB 2
-------------------------------------------------------------------------------------------------
End Office Dedicated DS-1 Port
-------------------------------------------------------------------------------------------------
-Zone 1 $ 250.95 $ 31.60 $15.80 $ 855.80 $203.65 $ 495.20 $ 168.70 $ 552.40 $213.60
-------------------------------------------------------------------------------------------------
-Zone 2 $ 303.60 $ 31.60 $15.80 $ 944.90 $217.50 $ 541.40 $ 181.75 $ 599.50 $227.45
-------------------------------------------------------------------------------------------------
Tandem Dedicated DS-1 Port
-------------------------------------------------------------------------------------------------
-Zone 1 $ 317.05 $ 31.60 $15.80 $ 855.80 $203.65 $ 495.20 $ 168.70 $ 552.40 $213.60
-------------------------------------------------------------------------------------------------
-Zone 2 $ 317.05 $ 31.60 $15.80 $ 944.90 $217.50 $ 541.40 $ 181.75 $ 599.50 $227.45
-------------------------------------------------------------------------------------------------
BASIC SWITCHING FUNCTIONS
Interoffice - Originating
-------------------------------------------------------------------------------------------------
Setup per Attempt $0.003047 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
MOU $0.002538 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
Interoffice - Terminating
-------------------------------------------------------------------------------------------------
Setup per Call $0.003091 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
MOU $0.002491 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
Intraoffice
-------------------------------------------------------------------------------------------------
Setup per Call $0.001460 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
MOU $0.002740 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
Tandem Switching
-------------------------------------------------------------------------------------------------
Setup per Call $0.002642 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------
MOU $0.001253 N/A N/A N/A N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 5 of 10
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACCESS TO UNBUNDLED NETWORK ELEMENTS
CROSS CONNECTS (All Zones)
- Loop Cross Connects
2-Wire Analog Loop to Point of Access
-------------------------------------------------------------------------------------------
- Method 1 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 2 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 3 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 4 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 5 $0.70 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
4-Wire Analog Loop to Point of Access
-------------------------------------------------------------------------------------------
- Method 1 $1.45 $31.60 $15.80 $128.85 $122.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 2 $1.45 $31.60 $15.80 $128.85 $122.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 3 $1.45 $31.60 $15.80 $128.85 $122.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 4 $1.45 $31.60 $15.80 $128.85 $122.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 5 $1.05 $31.60 $15.80 $128.85 $122.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
2-Wire Digital Loop to Point of Access
-------------------------------------------------------------------------------------------
- Method 1 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 2 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 3 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 4 $1.10 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
- Method 5 $0.70 $31.60 $15.80 $111.95 $104.35 $55.90 $43.20 N/A N/A
-------------------------------------------------------------------------------------------
4-Wire Digital Loop to Point of Access
-------------------------------------------------------------------------------------------
- Method 1 $1.45 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
-------------------------------------------------------------------------------------------
- Method 2 $1.45 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
-------------------------------------------------------------------------------------------
- Method 3 $1.45 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
-------------------------------------------------------------------------------------------
- Method 4 $1.45 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
-------------------------------------------------------------------------------------------
- Method 5 $1.05 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 6 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- Switch Cross Connects
Analog Line Port to Point of Access
----------------------------------------------------------------------------------------------
- Method 1 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 2 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 3 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 4 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 5 $ 0.70 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
ISDN BRI Port to Point of Access
----------------------------------------------------------------------------------------------
- Method 1 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 2 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 3 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 4 $ 1.10 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Method 5 $ 0.70 $31.60 $15.80 $ 64.85 $ 57.25 $24.50 $11.80 N/A N/A
----------------------------------------------------------------------------------------------
- Unbundled Dedicated Transport Cross Connects
----------------------------------------------------------------------------------------------
DS-1 to Point of Access
----------------------------------------------------------------------------------------------
- Method 1 $11.60 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
----------------------------------------------------------------------------------------------
- Method 2 $11.50 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
----------------------------------------------------------------------------------------------
- Method 3 $11.50 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
----------------------------------------------------------------------------------------------
- Method 4 $11.50 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
----------------------------------------------------------------------------------------------
- Method 5 $11.20 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
----------------------------------------------------------------------------------------------
DS-3 to Point of Access
----------------------------------------------------------------------------------------------
- Method 1 TBD TBD TBD TBD TBD TBD TBD N/A N/A
----------------------------------------------------------------------------------------------
- Method 2 TBD TBD TBD TBD TBD TBD TBD N/A N/A
----------------------------------------------------------------------------------------------
- Method 3 TBD TBD TBD TBD TBD TBD TBD N/A N/A
----------------------------------------------------------------------------------------------
- Method 4 TBD TBD TBD TBD TBD TBD TBD N/A N/A
----------------------------------------------------------------------------------------------
- Method 5 TBD TBD TBD TBD TBD TBD TBD N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING JANUARY 23 1998 NEVADA/PAC-WEST TELECOMM,INC.
PAGE 7 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TRANSPORT
- Common Transport
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
Zone 1
Fixed Per MOU $0.000288 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Per Mi Per MOU $0.000029 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Zone 2
-------------------------------------------------------------------------------------------------------
Fixed Per MOU $0.000303 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Per Mi Per MOU $0.000019 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
- Shared Transport
Zone 1
-------------------------------------------------------------------------------------------------------
Fixed Per MOU $0.000986 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Per Mi Per MOU $0.000047 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Zone 2
-------------------------------------------------------------------------------------------------------
Fixed Per MOU $0.001530 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
Per Mi Per MOU $0.000117 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------
DEDICATED TRANSPORT
-DS1 Interoffice Transport
Zone 1
-------------------------------------------------------------------------------------------------------
Fixed (per termination) $ 30.80 $31.60 $15.80 $822.65 $172.45 $458.15 $142.55 N/A N/A
-------------------------------------------------------------------------------------------------------
Variable (per mile) $ 8.07 N/A N/A N/A N/A N/A N/A N/A N/A 1
-------------------------------------------------------------------------------------------------------
Zone 2
-------------------------------------------------------------------------------------------------------
Fixed (per termination) $ 45.05 $31.60 $15.80 $909.25 $183.80 $501.00 $153.60 N/A N/A
-------------------------------------------------------------------------------------------------------
Variable (per mile) $ 7.18 N/A N/A N/A N/A N/A N/A N/A N/A 1
-------------------------------------------------------------------------------------------------------
-DS3 Interoffice Transport
Zone 1
-------------------------------------------------------------------------------------------------------
$378.45 $31.60 $15.80 $822.65 $253.05 $458.15 $142.55 N/A N/A
-------------------------------------------------------------------------------------------------------
Fixed (per termination) $ 97.66 N/A N/A N/A N/A N/A N/A N/A N/A 1
-------------------------------------------------------------------------------------------------------
Variable (per mile)
Zone 2
-------------------------------------------------------------------------------------------------------
Fixed (per termination) $780.55 $31.60 $15.80 $909.25 $274.90 $501.00 $153.60 N/A N/A
-------------------------------------------------------------------------------------------------------
Variable (per mile) $166.39 N/A N/A N/A N/A N/A N/A N/A N/A 1
-------------------------------------------------------------------------------------------------------
- Entrance Facilities
-------------------------------------------------------------------------------------------------------
DS-1 $ 84.45 $31.60 $15.80 $822.65 $172.45 $458.15 $142.55 N/A N/A
-------------------------------------------------------------------------------------------------------
DS-3 $900.15 $31.60 $15.80 $823.00 $253.15 $458.15 $142.55 N/A N/A
-------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 8 of 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- Multiplexing
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DS-1 / DS-0 Mutliplexing $258.80 $31.60 $15.80 $284.75 $151.10 $270.80 $128.85 $313.05 $166.90
--------------------------------------------------------------------------------------------
DS-3 / DS-1 Multiplexing $373.55 $31.60 $15.80 $553.45 $151.10 $190.20 $128.85 $232.45 $166.90
--------------------------------------------------------------------------------------------
DCS BFR BFR BFR BFR BFR BFR BFR N/A N/A 2
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
SIGNALING SYSTEM 7 (SS7)
--------------------------------------------------------------------------------------------
STP Port $2,235.65 $31.60 $15.80 $170.95 $71.30 $156.20 $75.45 $202.55 $87.10
--------------------------------------------------------------------------------------------
SS7 Link $18.85 $31.60 $15.80 $170.95 $71.30 $156.20 $75.45 $202.55 $87.10
--------------------------------------------------------------------------------------------
Link Mileage $0.34 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
Transit Signaling TBD $31.60 $15.80 $170.95 $71.30 $156.20 $75.45 $202.55 $87.10 4
--------------------------------------------------------------------------------------------
SS7 cross connect $1.45 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 N/A N/A
--------------------------------------------------------------------------------------------
SS7 Transport (per octet) TBD N/A N/A N/A N/A N/A N/A N/A N/A 4
--------------------------------------------------------------------------------------------
800
--------------------------------------------------------------------------------------------
Basic Toll Free Access Query $0.005355 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
POTS Translations $0.000000 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
Multiple Destination Routing $0.000526 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
Six-Digit Master Number List
Turnaround $0.003652 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
AIN
--------------------------------------------------------------------------------------------
AIN TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
--------------------------------------------------------------------------------------------
DIRECTORY LISTINGS
--------------------------------------------------------------------------------------------
Directory Listings (per listing) $0.086615 N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
Independent Company Directory Listing ICB N/A N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------
INTERIM NUMBER PORTABILITY
--------------------------------------------------------------------------------------------
DNCF $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
--------------------------------------------------------------------------------------------
Flex DID $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
--------------------------------------------------------------------------------------------
MANUAL SERVICE ORDER CHARGE
--------------------------------------------------------------------------------------------
Service Order Charge N/A $15.80 N/A N/A N/A $15.80 N/A $15.80 N/A 3
--------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM, INC.
PAGE 9 of 10
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
OSS
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Access to OSS TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
--------------------------------------------------------------------------------------------
COLLOCATION
--------------------------------------------------------------------------------------------
Cage-to-Cage Cross Connect DS-1 $7.90 $31.60 $15.80 $204.15 $151.10 $189.75 $128.85 N/A N/A
--------------------------------------------------------------------------------------------
Cage-to-Cage Cross Connect DS-3 $265.40 $31.60 $15.80 $204.15 $151.10 $189.75 $128.85 N/A N/A
-------------------------------------------------------------------------------------------
RESALE DISCOUNT
-------------------------------------------------------------------------------------------
- - Residence 10.37% N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
- - Business 13.51% N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
Resale Migration Charge
-------------------------------------------------------------------------------------------
- - Residence per line N/A N/A N/A $30.00 N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
- - Business per line N/A N/A N/A $38.00 N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
Suspension Service
-------------------------------------------------------------------------------------------
- - Residence per line N/A N/A N/A $30.00 N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
- - Business per line N/A N/A N/A $38.00 N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
ENHANCED 911
-------------------------------------------------------------------------------------------
1-Way Outgoing 4-wire Trunk $9.30 N/A N/A $175.07 N/A N/A N/A N/A N/A 6
-------------------------------------------------------------------------------------------
Mileage (Per Mile) $0.40 N/A N/A N/A N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------
OPERATOR SERVICES (OS)
-------------------------------------------------------------------------------------------
TOPS Access
-------------------------------------------------------------------------------------------
-Zone 1 $317.05 $31.60 $15.80 $855.80 $203.65 $495.20 $168.70 $552.40 $213.60
-------------------------------------------------------------------------------------------
-Zone 2 N/A N/A N/A N/A N/A N/A N/A N/A N/A 8
-------------------------------------------------------------------------------------------
CLEC Branding - Per Script TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
-------------------------------------------------------------------------------------------
CLEC Rate/Reference Information TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
-------------------------------------------------------------------------------------------
DIRECTORY ASSISTANCE (DA)
-------------------------------------------------------------------------------------------
TOPS Acess
-------------------------------------------------------------------------------------------
-Zone 1 $317.05 $31.60 $15.80 $855.80 $203.65 $495.20 $168.70 $552.40 $213.60
-------------------------------------------------------------------------------------------
-Zone 2 N/A N/A N/A N/A N/A N/A N/A N/A N/A 8
-------------------------------------------------------------------------------------------
CLEC Branding - Per Script TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
-------------------------------------------------------------------------------------------
CLEC Rate/Reference Information TBD TBD TBD TBD TBD TBD TBD TBD TBD 5
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PRICING January 23 1998 NEVADA/PAC-WEST TELECOMM,INC.
PAGE 10 of 10
- --------------------------------------------------------------------------------
Overall Assumptions:
--------------------
a) Zone for loops are defined as 1, 2, and 3.
Zone 1 for loops includes RENONV02, SPRKNV11, RENOVN13, CRCYN01,
RENONV12, RENONV14, and RENONV15.
Zone 2 for loops includes INVGNV11, STEDNV11, SNVYNV11, SPRKNV12,
DYTNNV11, WASONV11, FRNLNV11, VERDNV11, SVSPNV11, VRCYNV12,
CHBTNV11, LCWDNV11, and CRPLNV11.
Zone 3 for loops includes all other offices not defined in zone 1 or
2.
b) Zones for local switching capability, Port features, Vertical features
and Optional Centrex features are defined as Zone 1 and Zone 2.
Zone 1 includes offices identified in Zones 1 and 2 for loops above.
Zone 2 includes offices identified in Zone 3 for loops above.
c) Zones for interoffice transmission are defined Zone 1 and Zone 2.
Zone 1 includes offices identified in Zones 1 and 2 for loops above.
Zone 2 includes a statewide average for all offices identified in
Zones 1, 2 and 3 for loops above.
d) For non-recurring activities, changes are defined as a request for an
addition, partial disconnect, rearrangement or modification of the
existing end user arrangement.
Notes:
------
1) Recurring variable costs are per airline mile.
2) BFR refers to Innerconnect Network Element Request and relates to
feasibility of the project. ICB refers to Individual Case Basis Study
and shows that each request varies in cost.
3) The non-recurring charges shown here can apply to all initial non-
recurring service order, disconnect and change activities.
4) The recurring charge will be determined when Nevada/California begins
measuring this element.
5) Once Nevada Bell deploys the technology and successful testing is
completed, then the costing for this element can be completed.
6) CLEC must order a minimum of 2 Trunks.
7) Vendor pre-conditioning costs by switch technology are to be addressed
through the ICB process and are in addition to prices displayed for the
rate element.
8) Currently there is no TOPS Switch in Zone 2; therefore, there are no
applicable rates.
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX RESALE
254
<PAGE>
TABLE OF CONTENTS
1. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE ...........................1
---------------------------------------------------------------------------
2. TERMS AND CONDITIONS OF SERVICE ..........................................2
--------------------------------------------------------------------------
3. ANCILLARY SERVICES .......................................................5
--------------------------------------------------------------------------
3.191 1/E911 ................................................................5
3.2 White Page Directories: Listings, Distribution & Information Page........5
-------------------------------------------------------------------------
..............................................................................
3.3 Directory Assistance ("DA") .............................................6
-------------------------------------------------------------------------
3.4 Operator Services .......................................................6
- ---------------
4. BRANDING .................................................................7
--------------------------------------------------------------------------
4.2 Requirements .........................................................7
----------------------------------------------------------------------
4.3 Call Brandin ............................................................7
-------------------------------------------------------------------------
4.4 Rate/Reference Information ...........................................7
----------------------------------------------------------------------
5. RESPONSIBILITIES OF NEVADA ...............................................8
--------------------------------------------------------------------------
6. RESPONSIBILITIES OF CLEC .................................................9
--------------------------------------------------------------------------
7. PROCEDURES FOR NONPAYMENT AND DISCONNECTION ..............................12
--------------------------------------------------------------------------
8. INTERVENING LAW AND PRESERVATION OF RIGHTS ...............................13
------------------------------------
255
<PAGE>
APPENDIX RESALE
Page I of 14
NEVADA/PAC-WEST TELECOMM, INC.
052198
APPENDIX RESALE
This Appendix sets forth the rates, terms and conditions. for those services
available for sale at retail to End Users which are made available to CLECs by
NEVADA for resale.
1. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
1.1 For services included in this Appendix, the rules and regulations
associated with
the corresponding tariffs apply, except- for- applicable resale
restrictions, and except as otherwise provided herein.
1.2 Attached hereto as Exhibit A is a list of Telecommunications
Services provided to
End Users through NEVADA's retail operations and available for resale
at the wholesale discount rate of 13.51% for business and 10.37% for
residence off the retail rate for each service. Except as otherwise
expressed herein and consistent with NEVADA's obligation under Section
251(c.)(4)(A) of the Telecommunications Act, CLEC may resell other
Telecommunications Services offered by NEVADA and not listed in Exhibit
A. Exhibit B contains- a list of other services available for resale at
the discount included in the Exhibit
1.3 NEVADA shall make available for resale- by CLEC the following NEVADA
services at NEVADA's tariffed rate for each service (or in the event a
service is not tariffed, at the rate NEVADA charges-- its subscribers,
except as otherwise provided herein):
(a) Construction Charges;
(b) Connections with Terminal Equipment and Communication Systems;
(c) Maintenance of Service Charges/Additional Labor Billing Charges;
(d) Telecommunications Service Priority Systems;
(e) Access Services;
Exchange Connection Services;
(g) Public Telephone Access Line Service;
(h) Customer Provided Inmate Calling Service;
Suspension Service; and
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6) Shared Tenant Service.
1.3.1 When CLEC resells Shared Tenant Service, CLEC will receive the discount
associated with the underlying service used in the shared tenant
arrangement.
1.4 NEVADA shall be under no obligation to offer the following for resale:
(a) Customer Provided Equipment;
(b) Inside Wiring;
(c) 911 Universal Emergency Number Equipment;
(d) Voice Mail;
(e) Supersedure;
Public Sector Digital Network Services.
(g) Alarm Plus.
1.5 Grandfathered services are also available for resale at the
applicable wholesale
discount to the same customers to which NEVADA offers the service.
2. TERMS AND CONDITIONS OF SERVICE
2.1 Telecommunications Services will be resold to CLEC on terms and
conditions that are reasonable and nondiscriminatory. For services
included in this Appendix, all the use restrictions and limitations and
the rules and regulations contained in NEVADA's corresponding tariffs
apply to CLEC's End Users.
2.2 Except where otherwise explicitly provided in the corresponding tariffs
established by the Commission, CLEC shall not permit the sharing of a
service by multiple End Users or the aggregation of traffic from
multiple End Users onto a single service.
2.3 The rights, obligations and duties set forth in this Appendix are
subject to the Act, regulations thereunder, and relevant Commission
decisions.
2.4 CLEC shall resell these telecommunications services only to the same
class of customers to which NEVADA sells the services, e.g. residence
service may not be resold to business customers. CLEC may only resell
Lifeline Assistance, Link Up, and other like services to similarly
situated customers who are eligible for
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such services. Further, to the extent CLEC resells services that require
certification on the part of the buyer, CLEC will ensure that the buyer has
received proper certification and complies with all rules and regulations as
established by the Commission.
2.5 NEVADA shall apply the wholesale discount to the retail price or
ordinary rate for a retail service rather than a special promotional
rate when such promotions will be in effect for no more than 90 days.
2.5.1 If NEVADA offers a new Telecommunications Service or a
Telecommunications Service which has not been tariffed on a short-term
promotional basis, it must establish the standard retail price or
ordinary
rate for those Telecommunications Services and make those
Telecommunications Services available to CLEC at that price less the
wholesale discount.
2.5.2 Nothing in this Agreement shall require NEVADA to provide to CLEC
promotional service elements that are not Telecommunications Services
such as CPE and Inside Wire Maintenance Plans.
2.6 CLEC shall not use a resold service to avoid the rates, terms and
conditions of NEVADA's corresponding retail tariff.
2.7 CLEC shall not use resold local exchange telephone service to provide
access or interconnection services to itself, interexchange carriers
("IXCs'), wireless carriers, competitive access providers ("CAPs") or
other telecommunications providers. CLEC may permit its End Users to
use resold local exchange telephone service to access IXCs, wireless
carriers, CAPs, or other retail telecommunications providers.
2.8 An End User Common Line ("EUCL") charge and any other mandated charge
will continue to apply for each local exchange line resold under this
Appendix. All federal rules and regulations associated with EUCL
charges, as found in Tariff FCC No. 1, also apply. Revenues from access
charges, whether usage sensitive or flat rated, will be retained by
NEVADA.
2.9 To the extent allowable by law, CLEC shall be responsible
for Primary Interexchange Carrier ( "PIC") change. charges
associated with such local exchange line. CLEC shall pay for
PIC changes at the tariffed rate.
2.10 NEVADA shall provide the services covered by this Appendix subject to
availability of existing facilities and on a nondiscriminatory basis
with its other customers. CLEC shall resell the services provided
herein only in those service
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areas in which such resale services or any feature or capability thereof are
offered at retail by NEVADA as the incumbent local exchange carrier to its End
Users.
2.11 When CLEC migrates an End User currently receiving service from
NEVADA's network, without any changes to NEVADA's network, and such
order requires manual processing by NEVADA personnel, CLEC will be
charged an interim per order (i.e., per billable telephone number)
conversion charge as outlined in Appendix PRICING. The rate for
migration orders processed and completed electronically will be
determined at a later date.
2.11.1 When CLEC converts an End User and adds or changes are made to
the network, the respective migration charge will apply, as
well as any normal service order charges associated with said
changes. All nonrecurring service connection charges,
excluding the migration charge mentioned above, will be
charged at the appropriate wholesale discount for those
services listed in the Exhibits to this Appendix.
2.12 For the purposes of ordering new service under this Appendix, each
request for service shall be handled as a separate and initial request
for service per billable telephone number. The additional line rate for
Service Order Charges shall apply only to those requests for additional
residential service at the End User's same location where a residential
line is currently provided on NEVADA's network, regardless of the
non-facilities based local service provider of record.
2.12.1 For purposes of this section, service orders for CLECs shall be handled
in the same fashion as NEVADA requires for its End Users.
2.13 If CLEC is in violation of a provision of this Appendix, NEVADA will
notify CLEC of the violation in writing. Such notice must refer to the
specific provision being violated. At such time, CLEC will have thirty
(30) days to correct the violation and notify NEVADA in writing that
the violation has been corrected. NEVADA will then bill CLEC for the
charges which should have been collected by NEVADA or the actual
revenues collected by CLEC from its End Users for the stated violation,
whichever is greater. Should CLEC dispute the violations, it must
notify NEVADA in writing within fourteen (14) days of receipt of notice
from NEVADA. Disputes will be resolved as outlined in the Dispute
Resolution Section of the General Terms and Conditions of this
Agreement.
2.14 NEVADA is not required to make services available for resale
at wholesale rates to CLEC for its own use.
2.15 The effective date of this Appendix shall be ten (10) days
after the date the Commission approves the Interconnection
Agreement.
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3. ANCILLARY SERVICES
91 1/E911
3.1.1 Where available, NEVADA will afford CLEC End Users with the ability to
make 911 calls. CLEC shall be responsible for collecting and remitting
all applicable 911 surcharges on a per line basis to the Public Safety
Answering Point ("PSAP").
3.1.2 When requested by NEVADA, CLEC shall provide timely, accurate
and complete information on each of CLEC's End Users as needed
for the
provisioning-of 911 service to CLEC's End Users. Such
information shall be in a format and a time frame prescribed
by NEVADA for purposes of 911 administration.
3.2 White Page Directories: Listings, Distribution & Information Page
3.2.1 NEVADA shall provide, at no additional charge, a basic listing of
CLEC's End User in the appropriate NEVADA local White Pages. Subscriber
listing information on resold lines shall remain the property of
NEVADA.
3.2.1.1 Upon receipt of a request from a third party directory
publisher, including Nevada Bell Yellow Pages, for
subscriber listing information, NEVADA will provide to that
third party directory publisher CLEC subscriber's listing
information on an interfiled basis and indistinguishable
from NEVADA's subscriber listing information.
3.2.1.2 Each CLEC subscriber will receive one copy of NEVADA's White Pages
directory, and a Yellow Pages directory when cobound with the White
Pages, in the same manner and at the same time that they are
provided to NEVADA's subscribers. It is the Parties' expectation
that separately bound NEVADA Bell Yellow Pages directories will be
delivered in the same manner and at the same time to CLEC's
subscribers as to NEVADA's subscribers.
3.2.1.3 If CLEC's End User already has a current NEVADA directory, NEVADA
shall not be required to deliver a directory to that End User until
new directories are published for that End User's location.
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3.2.1.4 The listings described above are included in the
wholesale price CLEC owes NEVADA for resold lines
and will be provided by NEVADA at no additional
charges.
3.2.1.5 Additional Listing Services (e.g., foreign listings) can be
purchased by CLEC for its End Users on a per listing basis. CLEC shall
pay NEVADA for all such listings provided to CLEC's End Users.
3.2.1.6 CLEC hereby releases NEVADA from any and all
liability for damages due to errors or omissions in
CLECs subscriber listing information as it appears
in the White Pages directory, including, but not
limited to, special, indirect, consequential,
punitive or incidental damages. To the extent CLEC
reimburses its End User subscriber any listing
charge due to errors or omissions caused directly
by NEVADA, NEVADA shall reimburse CLEC any
associated wholesale rate.
3.3 Directory Assistance ("DA")
NEVADA shall provide CLEC's End Users access to NEVADA's Directory
Assistance Service. CLEC shall pay NEVADA amounts attributable to
Directory Assistance services used by CLEC's End Users. Discounts
associated with the utilization of Directory Assistance Service are
outlined in the Exhibits to this Appendix.
3.4 Operator Services
3.4.1 NEVADA shall provide CLEC's End Users access to NEVADA's
Operator Services. CLEC shall pay NEVADA amounts attributable
to Operator Services used by CLEC's End Users. Discounts
associated with the utilization of Operator Services features
are outlined in the Exhibits to this Appendix.
3.4.2 NEVADA shall provide Busy Line Verification and Busy Line
Verification Interrupt on calls made on NEVADA's network to
CLEC's End Users. CLEC shall pay NEVADA associated charges
when its End Users request such services as outlined in the
Exhibits of this Appendix.
3.5 Should CLEC choose to suspend their End User through Company Initiated
Suspension Service, this suspension period shall not exceed fifteen
(15) calendar days. CLEC shall be billed a suspend charge per CLEC's
End User billing telephone number, as outlined in Appendix PRICING.
When CLEC issues a disconnect on the same end user account within
fifteen (15) days after the suspension service has been ordered or
after the fifteen (15) day suspension
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period, CLEC shall be responsible for all appropriate charges
on the account back to the suspension date. Should CLEC
restore their End User, CLEC will be billed for the
appropriate monthly service from the time of suspension.
4. BRANDING
4.1 Except where otherwise required by law, CLEC shall not, without
NEVADA's written authorization, offer the resale services covered by
this Appendix using the trademarks, service marks, trade names, brand
names, logos, insignia, symbols or decorative designs of NEVADA or its
affiliates, nor shall CLEC state or imply that there is any joint
business association or similar arrangement with NEVADA in the
provision of Telecommunications Services to CLEC's own End Users. CLEC
may brand services included in this Appendix with its own brand name,
but NEVADA shall not be responsible for providing such branding.
4.2 Requirements
Pursuant to Section 226 (b) of The Telecommunications Act of 1996, each
provider of Operator Services is required to:
(a) provide its brand at the beginning of each telephone call
and before the consumer incurs any charge for the call; and
(b) disclose immediately to the consumer, upon request, a quote
of its rates or charges for the call.
4.3 Call Branding
Currently NEVADA is unable to provide unique branding for CLEC. All
calls will be unbranded. When NEVADA has the capability to uniquely
brand CLEC calls, the Parties shall negotiate the specific price,
terms, and conditions for this service.
4.4 Rate/Reference Information
Currently NEVADA is unable to provide unique Rate/Reference
Information. When NEVADA has the capability to provide unique
Rate/Reference Information for CLECs, the Parties shall negotiate the
specific price, terms, and conditions for this service. In the interim,
CLEC specific rate quotes will only be provided when CLEC's OS rates
exactly mirror NEVADA's rates. To the extent CLEC provides NEVADA its
customer. service center number, NEVADA will provide such referral
number to CLEC's End User customer for all other rate quotes.
4.5 Where CLEC purchases resale and elects to provide Directory Assistance
and/or Operator Services to its customers through its own or a third
party's Directory Assistance and/or Operator Services platforms, NEVADA
will provide the functionality and features required to route calls
from CLEC customers for local
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Directory Assistance and/or Operator Services to CLEC
designated, dedicated trunks. Trunk signaling will be
appropriate to the technology used to provide access to CLEC's
Directory Assistance and/or Operator Services Platform. All
CLEC Directory Assistance and/or Operator Services trunk
group(s) will be dedicated and will not overflow to the NEVADA
network for call completion. A single customized routing
configuration will be provided for all of CLEC's customers in
an individual switch. Implementation of CLEC customized
Directory Assistance and/or Operator Services routing
arrangements will be on a project specific individual case
basis as mutually agreed by the Parties. Charges for dedicated
trunks are stated separately in Appendix PRICING.
5. RESPONSIBILITIES OF NEVADA
5.1 NEVADA shall allow CLEC to place service orders and receive phone
number assignments (for new lines). These activities shall be
accomplished by facsimile or electronic interface when established.
NEVADA, with input from CLEC, shall provide interface specifications
for electronic access for these functions to CLEC once such electronic
interfaces become technically feasible and are in place, However, CLEC
shall be responsible for modifying and connecting any of its systems
with NEVADA provided interfaces when such interfaces become available,
as outlined in Appendix OSS.
5.2 NEVADA shall implement CLEC service orders within the same time
intervals NEVADA uses to implement service orders for similar services
for its own End Users.
5.3 CLEC will have the ability to report trouble for its End Users to
appropriate NEVADA trouble reporting centers twenty-four (24) hours a
day, seven (7) days a week in the same manner as NEVADA provides for
its End Users. CLEC will be assigned a customer contact center when
initial service agreements are made. CLEC's End Users calling NEVADA
will be referred to CLEC at the number provided by CLEC. NEVADA shall
at all times be responsible for the repair and maintenance of its
network. Nothing herein shall be interpreted to authorize CLEC to
repair, maintain, or in any way touch NEVADA's network facilities,
including those on End User premises.
5.3.1 Methods and procedures for ordering and trouble reporting are
outlined in CLEC Handbook, as amended by NEVADA from time to
time. Both Parties agree to abide by the procedures contained
therein.
5.4 On no less than sixty (60) days advance written notice, CLEC may
request NEVADA to make certain usage information available to CLEC on a
daily basis in a standard electronic format as outlined in Appendix
OSS. The information will consist of usage sensitive charges NEVADA
will bill to CLEC arising out of
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the -use of resold lines. CLEC agrees to pay NEVADA three tenths
of a cent ($.003) per message for this service.
5.5 NEVADA will notify CLEC of any changes in the price, terms and
conditions under which NEVADA offers Telecommunications Services at
retail to subscribers who are not telecommunications providers or
carriers, including, but not limited to, the introduction of any new
features, functions, services, promotions, grandfathering or the
discontinuance of current features or services at the time a tariff
filing is transmitted to the State Commission, or, in situations where
a tariff filing is not so transmitted, within sixty (60) days
(forty-five (45) days for price changes) of the expected effective date
of such change. 5.5.1 NEVADA currently uses the Accessible Letter
process to notify CLEC of
new services available for resale during the term of this
Agreement. The notification shall advise CLEC of the category
in which such new service shall be placed and the same
discount already applicable to CLEC in that category shall
apply to the new service. Should NEVADA change its
notification procedures to CLEC, the notice will be no less
prompt than the Accessible Letter.
5.6 CLEC End User's activation of Call Trace shall be handled by NEVADA.
NEVADA shall notify CLEC of requests by its End Users to provide the
call records to the proper authorities. Subsequent communication and
resolution of the case with CLEC's End User (whether that End User is
the victim or the suspect) will be coordinated through CLEC.
5.6.1 CLEC understands that for services where reports are
provided to law enforcement agencies (e.g., Call Trace) only
billing number and address information shall be provided. It
shall be CLEC's responsibility to provide additional
information necessary for any police investigation. CLEC
shall indemnify NEVADA against any claims that insufficient
information led to inadequate prosecution. NEVADA shall
handle law enforcement requests consistent with the
Miscellaneous-Law Enforcement Section of the General Terms
and Conditions of this Agreement.
6. RESPONSIBILITIES OF CLEC
6.1 Prior to submitting an order under this Agreement, CLEC shall
obtain End User
authorization as required by applicable state or federal laws and
regulations, and
assumes responsibility for applicable charges as specified in Section
258(b) of the Telecommunications Act of 1996. NEVADA shall abide by the
same applicable laws and regulations.
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6.2 Only an End User can initiate a challenge to a change in its
local exchange service provider. If an End User notifies
NEVADA or CLEC that the End User requests local exchange
service, the Party receiving such request shall be free to
immediately provide service to such End User, except in
those instances where the end user's account is local PIC
protected. It is the responsibility of the end user to
provide written authorization to the current provider of
record to remove local service provider protection before
any changes in local exchange service provider are
processed.
NEVADA shall be free to connect the End User to any local service
provider based upon the local service provider's request and local
service provider's assurance that proper End User authorization has
been obtained. Both Parties shall make authorization available to the
other Party upon request and at no charge.
6.3 When an End User changes or withdraws authorization, each Party shall
release customer-specific facilities in accordance with the End User
customer's direction or the direction of the End User's authorized
agent. Further, when an End User abandons the premises, NEVADA is free
to reclaim the facilities for use by another customer and is free to
issue service orders required to reclaim such facilities.
6.4 Neither Party shall be obligated by this Appendix to investigate any
allegations of unauthorized changes in local exchange service
("slamming") on behalf of the other Party or a third party. If NEVADA,
on behalf of CLEC, agrees to investigate an alleged incidence of
slamming, NEVADA shall charge CLEC a fifty dollar ($50) investigation
fee.
6.5 When NEVADA receives an order from CLEC for services under
this Appendix, and NEVADA is currently providing the same
services to another CLEC for the same End User, NEVADA shall
notify the End User's CLEC of record of such disconnect
activity, should CLEC subscribe to the Local Disconnect
Report ("LDR") as outlined below. It shall then be the
responsibility of the CLEC of record and CLEC to resolve any
issues related to the End User. This paragraph shall not
apply to new additional lines and services purchased by an
End User from multiple CLECs or from NEVADA.
6.5.1 When available and on no less than sixty (60) days notice, CLEC
may request the LDR. NEVADA agrees to furnish to CLEC the Billing
Telephone Number ("BTN"), Working Telephone Number ("WTN"), and
terminal number of all End Users who have disconnected CLEC's service.
CLEC understands and agrees that such information will only be
available electronically. Information will be provided on a per WTN
basis to be priced on a per WTN basis. NEVADA will provide CLEC no
less than thirty (30) days notice prior to any change of the per-WTN
charge.
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NEVADA grants to CLEC a non-exclusive right to use the
information provided by NEVADA. CLEC will not permit anyone
but its duly authorized employees or agents to inspect or use
this information. CLEC agrees to pay NEVADA ten cents ($0.10)
per WTN and any other applicable charges for the LDR as
outlined in this Appendix.
6.6 CLEC agrees to hold harmless and indemnify NEVADA against any and all
liability and claims, including reasonable attorney's fees, that may
result from NEVADA acting under this Appendix.
6.7 CLEC is solely responsible for the payment of charges for all services
furnished under this Appendix including, but not limited to, recurring
and nonrecurring charges, calls originated or accepted at CLEC's
location and its End Users' service locations, with the exception of
any retail services provided directly by NEVADA to the End User which
NEVADA shall be responsible for billing.
6.7.1 Interexchange carried traffic (e.g., sent-paid, information services
and alternate operator services messages) received by NEVADA for
billing to resold end-user accounts will be returned as unbillable and
will not be passed on to CLEC for billing. An unbillable code returned
with those messages to the carrier will indicate that the messages
originated from a resold account and will not be billed by NEVADA.
6.7.2 In accordance with industry standards, IXC PIC selections for lines
resold to CLEC will not be processed from IXCs or End Users, but will
only be processed if received from CLEC.
6.8 NEVADA shall not be responsible for the manner in which the use of
resold service, or the associated charges are allocated to others by
CLEC. All applicable rates and charges for such services will be billed
to and shall be the responsibility of CLEC, with the exception of
retail services provided directly to the End User by NEVADA.
6.8.1 Compensation for all services shall be paid regardless of a Party's
ability or inability to collect charges from its End User for such
service.
6.9 If CLEC does not wish to be responsible for collect, third number
billed, toll, and information services (e.g., 900) calls, it must order
the appropriate blocking for .resold lines under this Appendix and pay
any applicable charges. Depending on the origination point, some calls
may bypass the blocking systems. CLEC acknowledges this limitation and
understands that CLEC is responsible for any charges associated with
such calls. CLEC acknowledges that blocking is not available for
certain types of calls, including 800/888 numbers.
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6.10 CLEC shall be responsible for modifying and connecting any of
its systems with NEVADA provided interfaces as described in
this Appendix.
6.11 CLEC shall be responsible for providing to its End Users and
to NEVADA a telephone number or numbers that CLEC's End Users
can use to contact CLEC in the event of service or repair
requests. In the event that CLEC's End Users contact NEVADA
with regard to such requests, NEVADA shall inform the End User
that they should call CLEC and may provide CLEC's contact
number. The requirements herein are subject to additional
terms and conditions in the Coordinated Repair Calls section
of the General Terms and Conditions of this Agreement.
7. PROCEDURES FOR NONPAYMENT AND DISCONNECTION
7.1 If CLEC fails to pay when due (within 30 days of the bill date), any
and all charges billed to them under this Appendix, including any late
payment charges ("Unpaid Charges") or miscellaneous charges, and any
portion of such charges remain unpaid more than fifteen (15) days after
the due date of such Unpaid Charges, NEVADA shall notify CLEC in
writing that in order to avoid having service disconnected, CLEC must
remit all Unpaid Charges to NEVADA within fourteen (14) days.
7.2 If CLEC disputes the billed charges, it shall, within the fourteen (14)
day period provided for above, inform NEVADA in writing which portion
of the charges it disputes, including the specific details and reasons
for its dispute; immediately pay to NEVADA all undisputed charges; and
pay all disputed charges into an interest bearing escrow account.
7.3 Disputes hereunder shall be resolved in accordance with the procedures
identified in the Dispute Resolution Section of the General Terms and
Conditions of this Agreement. Failure of CLEC to pay charges deemed
owed to NEVADA after conclusion of the Arbitration shall be grounds for
termination under this Section.
7.4 If any CLEC charges remain unpaid or undisputed twenty-nine (29) days
past the due date, NEVADA shall notify CLEC and the Commission in
writing, that unless all charges are paid within sixteen (16) days,
CLEC's service shall be disconnected and its End Users shall be
defaulted to NEVADA's local service. NEVADA will also suspend order
acceptance with the exception of disconnects on the same day that it
sends the letter required by the preceding sentence.
7.5 If any CLEC charges remain unpaid or undisputed forty (40) days past
the due date, CLEC shall, at its sole expense, notify its End Users and
the Commission that their service may be disconnected for CLEC failure
to pay Unpaid Charges, and that its End Users must affirmatively select
a new local service provider
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within five (5) days. The notice shall also advise the End User that
NEVADA will assume the End User's account at the end of the five (5)
day period should the End User fail to select a new local service
provider.
7.6 If any CLEC charges remain unpaid or undisputed forty-five (45) days
past the due date, NEVADA shall disconnect CLEC and transfer all CLEC's
End Users who have not selected another local service provider directly
to NEVADA's service. These End Users shall receive the same services
provided through CLEC at the time of transfer. NEVADA shall inform the
Commission of the names of all End Users transferred through this
process. Applicable service establishment charges for switching End
Users from CLEC to NEVADA shall be assessed to CLEC.
7.7 Within five (5) days of the transfer (50 days past CLEC's due date),
NEVADA shall notify all affected End Users that because of CLEC's
failure to pay, their service is now being provided by NEVADA. NEVADA
shall also notify the End User that they have thirty (30) days to
select a local service provider, after which time should the End User
not select a local service provider, the End User's service shall be
terminated.
7.8 NEVADA may discontinue service to CLEC upon failure to pay undisputed
charges as provided in this Section, and shall have no liability to
CLEC or CLEC's End Users in the event of such disconnection.
7.9 If any End User fails to select a local service provider
within thirty (30) days of the change of providers (80 days
past CLEC's due date), NEVADA shall terminate the End User's
service. NEVADA shall notify the Commission of the names of
all End Users whose service has been terminated. The End User
shall be responsible for any and all charges incurred during
the selection period.
7.10 Nothing herein shall be interpreted to obligate NEVADA to
continue to provide service to any such End Users. Nothing
herein shall be interpreted to limit any and all disconnection
rights NEVADA may have with regard to such End Users.
7.11 After disconnect procedures have begun, NEVADA shall not
accept service orders from CLEC until all unpaid charges are
paid. NEVADA shall have the right to require a deposit equal
to one month's charges (based on the highest previous month of
service from NEVADA) prior to resuming service to CLEC after
disconnect for nonpayment.
8. INTERVENING LAW AND PRESERVATION OF RIGHTS
8.1 At the time of execution of this Agreement, NEVADA is
participating in Dockets before the Commission. The Parties have
included certain rates, terms, and/or
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conditions in this Appendix which reflect rates, terms, and/or
conditions established in Arbitration and contained in one or more
agreements approved by the Commission. CLEC acknowledges that any
negotiations, appeal, stay, injunction or similar proceeding impacting
the applicability of those rates, terms or conditions to other CLECs
will similarly impact the applicability of those rates, terms or
conditions to CLEC (Collectively "Appeals"). If CLEC is not eligible to
receive one or more rates, terms, or conditions at any time due to such
Appeals, the Parties agree that NEVADA shall substitute the most
favorable rate(s), terms, and conditions applicable to CLEC's
activities then in place from an interconnection agreement which has
been approved by the Commission.
8.2 Moreover, if the actions of Nevada or federal legislative bodies,
courts or regulatory agencies of competent jurisdiction invalidate,
modify or stay the enforcement of laws or regulations that were the
basis for a provision of the contract which is reflective of the
Consolidated Award, the affected provision shall be invalidated,
modified or stayed. In such event, the Parties shall expend diligent
efforts to arrive at an agreement respecting the modifications to the
Agreement required. If negotiations fail, disputes between the Parties
concerning the interpretation of the actions required or the provisions
affected by such governmental actions shall be resolved pursuant to the
Dispute Resolution process provided for in the General Terms and
Conditions of this Agreement. NEVADA expressly reserves all of its
appellate rights concerning the above Appeals and does not waive any
legal arguments by executing this Appendix.
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APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS
EXHIBIT A SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Nevada Bell Retail Rates
- --------------------------------------------------------------------------------------------------------------------------------
Navada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NETWORK AND EXCHANGE SERVICES NE
PUCN TARIFF NE A
SERVICE CHARGES NE A3
RATES AND CHARGES NE A3.1.1.C
Elements for new and additional service, NE A3.1.1.C.1
move and changes and in place
connections. (BUSINESS)
- Service Ordering Charge, per customer request
- Connecting new or additional central office line NLC $ 38.00
- Move/chg. svc./equip. or add new or additional
svc./equip. (other than central office line) SCC $ 24.00
- Move/chg. svc./equip. or add new or additional
svc./equip. associated with CCS or CC2000 ftrs. CCCHG $ 24.00
- Central Office Line Connection Charge, per line:
- Local Central Office/1/ Y $ 38.00
- Contiguous Foreign Exchg/Foreign Prefix Svc. ZZZYB $ 233.00
- Noncontiguous Foreign Exchange 1LPJ4 $ 375.00
- Premises Visit Charge- each visit N $ 17.00
Elements for new and additional service, NE A3.1.1.C.1
move and changes and in place
connections. (RESIDENCE)
- Service Ordering Charge, per customer request:
- Connecting new or additional central office line NLC $ 18.50
- Move/chg. svc./equip., or add new or additional
svc./equip. (other than central office line) SCC $ 11.50
- Move/chg. svc./equip., or add new or additional
svc./equip. associated with CCS or CC2000 ftrs CCCHG $ 11.50
- Central Office Line Connection Charge, per line:
- Local Central Office/1/ Y $ 15.00
- Contiguous Foreign Exchg./Foreign Prefix Svc. ZZZYB $ 229.00
- Noncontiguous Foreign Exchange 1LPJ4 $ 368.00
Other Equipment and Facilities NE A3.1.1.C.2
- Charges for moving, rearranging, or changing of
equip., apparatus, or facilities, other than provided
in this Section, will be an amount equal to the cost of
labor and material. Y
MOVE AND CHANGE CHARGES NE A3.1.2
Cust. requested Number Chg. (BUSINESS) NE A3.1.2.C.2
- First Primary Service Line of each account NCK $ 38.00
- Each Additional Primary Service Line of same
account on same order NCK $ 20.00
Cust. requested Number Chg. (RESIDENCE)
- First Primary Service Line of each account NCK $ 31.00
- Each Additional Primary Service Line of same
account on same order NCK $ 19.00
SERVICE CONNECTION CHARGES/1/ NE A3.1.10
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
Message Mileage Non- Notes and References Relate to Retail
NEVADA BELL Service Name Charge Charge Recurring Recurring Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NETWORK AND EXCHANGE SERVICES
PUCN TARIFF Guide "Y" in center of USOC or rate cell,
means yes, see reference or notes for more
information "N" means no USOC or rate for
this item.
SERVICE CHARGES
RATES AND CHARGES
Elements for new and additional service,
move and changes and in place
connections. (BUSINESS)
- Service Ordering Charge, per customer request:
- Connecting new or additional central office line 13.51%
- Move/chg. svc./equip. or add new or additional
svc./equip. (other than central office line) 13.51%
- Move/chg. svc./equip. or add new or additional
svc./equip. Associated with CCS or CC2000 ftrs. 13.51%
- Central Office Line Connection Charge, per line:
- Local Central Office/1/ 13.51% NOTE 1: Local Central Office connection
charge is automatically generated by Class
of Service USOCs for residence, business
trunks and extension lines.
- Contiguous Foreign Exchg/Foreign Prefix Svc. 13.51%
- Noncontiguous Foreign Exchange 13.51%
- Premises Visit Charge- each visit 13.51%
Elements for new and additional service,
move and changes and in place
connections. (RESIDENCE)
- Service Ordering Charge, per customer request:
- Connecting new or additional central office line 10.37%
- Move/chg. svc/equip., or add new or additional
svc./equip. (other than central office line) 10.37%
- Move/chg. svc/equip., or add new or additional
svc./equip. associated with CCS or CC2000 ftrs 10.37%
- Central Office Line Connection Charge, per line:
- Local Central Office/1/ 10.37%
- Contiguous Foreign Exchg./Foreign Prefix Svc. 10.37%
- Noncontiguous Foreign Exchange 10.37%
Other Equipment and Facilities
- Charges for moving, rearranging, or changing of
equip., apparatus, or facilities, other than provided
in this Section, will be an amount equal to the cost
labor and material. 0%
MOVE AND CHANGE CHARGES
Cust. requested Number Chg. (BUSINESS)
- First Primary Service Line of each account 13.51%
- Each Additional Primary Service Line of same
account on same order 13.51%
Cust. requested Number Chg. (RESIDENCE)
- First Primary Service Line of each account 10.37%
- Each Additional Primary Service Line of same
account on same order 10.37%
NOTE 1: Service Connection Charges listed
in this section do not apply to
individual, multi-line, trunks, party line
or farmer line services Charges for these
services are found in NE A3. 1. 1,
multi-element charges.
SERVICE CONNECTION CHARGES/1/
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced, see the
referenced section for rates and discounts.
1 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
New and Additional Complex Business Svc./2/ NE A3.1.10.C
- Primary Service, each line:
- Local and Extended Area Service
- TAS trunk line service or Answering line $ 119.00
- Tie line (same premises) $ 72.00
- Custom Data Service, each line $ 220.00
- Foreign Exchange Service, Contiguous, each line
- TAS trunk line service or Answering lines $ 316.00
- Foreign Exchange Svc., Noncontiguous, each line
- TAS trunk line service or Answering lines $ 458.00
- Foreign Prefix Svc. in same exchange, each line
- TAS trunk line service or Answering lines $ 316.00
- Extension Line; PBX, Horizon, ACD and TAS
Station Line Service; Secretarial Line Service:
- Off-premises, in the same bldg. or different
bldg. on continuous property
- Extension Line $ 72.00
- PBX, TAS, Horizon, or ACD Line $ 72.00
- Secretarial Line $ 108.00
- Off-premises, on noncontiguous property in the
same central office serving area, each line
- Extension Line $ 108.00
- PBX, TAS, ACD, or Horizon line $ 189.00
- Tie line $ 108.00
- Secretarial line, Extension of an individual
access line or trunk $ 108.00
- Secretarial Line, Extension of a PBX line,
ACD line or Horizon line $ 189.00
- Off-premises in a different central office
serving area in the same exchange or contiguous
Foreign Exchange Area, each line
- Extension line $ 305.00
- PBX, TAS, ACD, Horizon line or Tle line $ 350.00
- Secretarial line - Extension of an individual
access line or trunk $ 305.00
- Secretarial line - Extension of a PBX line,
ACD line or Horizon line $ 350.00
New and Additional Complex Residence Service NE A3.1.10.C
- Primary Service, each line:
- Local and Extended Area Service
- Individual access line, Trunk line service $ 96.00
- Custom Data Service, each line $ 220.00
- Foreign Exchange Service, Contiguous, each line
- Individual access line, Trunk line service $ 290.00
- Foreign Exchange Svc., Noncontiguous, each line
- Individual access line, Trunk line service $ 429.00
- Foreign Prefix Svc. In same exchange, each line
- Individual access line, Trunk line service $ 290.00
- Extension Line; PBX Primary Line; Secretarial Line
Service
- On and off premises in the same bldg. or different
bldg. on continuous property, each line
- Extension line $ 50.00
- PBX line $ 50.00
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- -----------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
NOTE 2: Complex Services as used in this tariff are
telephone answering service, the lines and Custom
Data Service lines.
New and Additional Complex Business Svc./2/
- Primary Service, each line:
- Local and Extended Area Service
- TAS trunk line service or Answering line 13.51%
- Tie line (same premises) 13.51%
- Custom Data Service, each line 13.51% Includes the rate for one RJ11 type jack
- Foreign Exchange Service, Contiguous, each line
- TAS trunk line service of Answering lines 13.51%
- Foreign Exchange Svc., Noncontiguous, each line
- TAS trunk line service or Answering lines 13.51%
- Foreign Prefix Svc. In same exchange, each line
- TAS trunk line service or Answering lines 13.51%
- Extension Line; PBX, Horizon, ACD and TAS
Station Line Service; Secretarial Line Service:
- Off-premises, in the same bldg. or different
bldg. on continuous property
- Extension Line 13.51%
- PBX, TAS, Horizon, or ACD Line 13.51%
- Secretarial Line 13.51%
- Off-premises, on noncontiguous property in the
same central office serving area, each line
- Extension Line 13.51%
- PBX, TAS, ACD, or Horizon line 13.51%
- Tie line 13.51%
- Secretarial line, Extension of an individual
access line or trunk 13.51%
- Secretarial Line, Extension of a PBX line,
ACD line or Horizon line 13.51%
- Off-premises in a different central office
serving area in the same exchange or contiguous
Foreign Exchange Area, each line
- Extension line 13.51%
Charge shown for these services, (Tie Line only)
applies only to services provided off-premises in a
different central office serving area in the same
- PBX, TAS, ACD, Horizon line or Tle line 13.51% exchange.
- Secretarial line - Extension of an individual
access line or trunk 13.51%
- Secretarial line - Extension of a PBX line,
ACD line or Horizon line 13.51%
New and Additional Complex Residence Service
- Primary Service, each line:
- Local and Extended Area Service
- Individual access line, Trunk line service 10.37%
- Custom Data Service, each line 10.37% Includes the rate for one RJ11 type jack
- Foreign Exchange Service, Contiguous, each line
- Individual access line, Trunk line service 10.37%
- Foreign Exchange Svc., Noncontiguous, each line
- Individual access line, Trunk line service 10.37%
- Foreign Prefix Svc. In same exchange, each line
- Individual access line, Trunk line service 10.37%
- Extension Line; PBX Primary Line; Secretarial Line
Service
- On and off premises in the same bldg. or different
bldg. On continuous property, each line
- Extension line 10.37%
- PBX line 10.37%
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
2 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- Secretarial line $ 85.00
- Off-premises on noncontinuous property in the
same central office service area, each line
- Extension line $ 85.00
- PBX line $ 154.00
- Secretarial line $ 85.00
- Off-premises in a different central office serving
area in the same exchange or contiguous foreign
exchange area, each line
- Extension line $ 279.00
- PBX line $ 313.00
- Secretarial line $ 279.00
EXCHANGE SERVICES NE A5
FOREIGN EXCHANGE (FX) SERVICES NE A5.1.4
Foreign Exchange Rates and Charges NE A5.1.4.D
- Foreign Exchange Mileage Rate
- Each one-half mile or fraction thereof-
- Each individual flat rate PBX business trunk 1LHAV $ 2.90
- Each individual flat rate line primary station-
Res. and Bus. 1LHBV $ 2.90
LOCAL EXCHANGE SERVICES NE A5.2
Measured Rate Service NE A5.2.1
- Local Exchange Measured Rate Service NE A5.2.2.1
- Rates and Charges NE A5.2.1.1.C
- Rate per month for each primary individual line
service (for all Nevada Bell exchanges unless
otherwise noted):
- Individual Measured Res. or Bus. Service ALD $ 23.00
- Individual Measured Business Service 1MB/1ML $ 14.00
- Individual Standard Measured Residence Svc. 1MR/1SY $ 6.70
- Individual Low Use Measured Residence Svc. 1MQ/1SZ $ 5.40
- Custom Data Service
- Rates and Charges NE A5.2.1.2.C
- Each line Y
- Service Connection Charge Y
- Usage rate schedule
- The day rate applies to the following:
- Initial minute $ 0.05
- Additional minute $ 0.02
- The evening rate applies to the following:
- Initial minute 25%
- Additional minute 25%
- The night rate applies to the following:
- Initial minute 50%
- Additional minute 50%
- Switched 58 Data Service NE A5.2.1.3
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate to
NEVADA BELL Service Name Charge Charge Recurring Recurring Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- Secretarial line 10.37%
- Off-premises on noncontinuous property in the
same central office service area, each line
- Extension line 10.37%
- PBX line 10.37%
- Secretarial line 10.37%
- Off-premises in a different central office serving
area in the same exchange or contiguous foreign
exchange area, each line
- Extension line 10.37%
- PBX line 10.37%
- Secretarial line 10.37%
EXCHANGE SERVICES
FOREIGN EXCHANGE (FX) SERVICES
Foreign Exchange Rates and Charges
- Foreign Exchange Mileage Rate
- Each one-half mile or fraction thereof-
- Each individual flat rate PBX business trunk 13.51%
- Each individual flat rate line primary station-
Res. and Bus. 10.37/13.51%
LOCAL EXCHANGE SERVICES
Measured Rate Service
- Local Exchange Measured Rate Service
- Rates and Charges
- Rate per month for each primary individual line
service (for all Nevada Bell exchanges unless
otherwise noted):
- Individual Measured Res. or Bus. Service 10.37/13.51% $23.00 applies to all base
rate areas and $25.00 applies
to all special rate areas
except Golconda SRA which is
$24.50 per month.
- Individual Measured Business Service 13.51%
- Individual Standard Measured Residence Svc. 10.37% A $2.85 monthly allowance will
be applied to the total
monthly message charges for
exchange standard measure
residence service only.
- Individual Low Use Measured Residence Svc. 10.37%
- Custom Data Service See NE A5.2.1.2.B. for
regulations.
- Rates and Charges
- Each line Includes the rate for one RJ11
type jack.
- Service Connection Charge The "new" service charge (see
NE A3.1) applies for changes
between basic access
service and Custom Data
Service.
- Usage rate schedule Rates apply to all local
calls. See NE A5.2.1.1.C.1 b
for "Discount Schedule" by
day/hour etc
- The day rate applies to the following:
- Initial minute 10.37/13.51% Day rate carries no discount.
- Additional minute 10.37/13.51% Day rate carries no discount.
- The evening rate applies to the following:
- Initial minute 10.37/13.51% 25% off day rate.
- Additional minute 10.37/13.51% 25% off day rate.
- The night rate applies to the following:
- Initial minute 10.37/13.51% 50% off day rate.
- Additional minute 10.37/13.51% 50% off day rate.
- Switched 56 Data Service See NE A5.2.1.3 for numerous
descriptions, regulations,
restrictions and limitations.
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced, see the
referenced section for rates and discounts.
3 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- Rates and Changes NE A5.2.1.3.D
- Each SW-58 equipped line or trunk
- Datapath/TCM - 2-wire local DP58K $ 45.00 $ 500.00
- Datapath Extension (DPX) - 2-wire remote DX56K $ 45.00 $ 500.00
- Office Channel Unit Dataport/Control Mode
Idle - 4-wire local OC56K $ 45.00 $ 500.00
- Office Channel Unit Dataport/Control Mode
Idle - 4-wire remote OX56K $ 45.00 $ 500.00
Flat-Rate Service NE A5.2.4.
- Local Exchange Flat-Rate Service NE A5.2.4.
- Rates and Changes NE A5.2.4C
- Rate per month for each primary
individual and party line service:
- Individual Line Flat Rate Business Service 1FB $ 22.00
- Individual Line Flat Rate Residence Service 1FR $ 10.75
- Individual Line Flat Rate Business Service -
Without Telephone 1FL $ 22.00
- Individual Line Flat Rate Residence Service -
Without Telephone 1FW $ 10.75
- Two Party Line Flat Rate Business Service 2FB $ 15.25
- Two Party Line Flat Rate Residence Service 2FR $ 8.05
- Teen Line NE A5.2.4.1
- Rates and Changes NE A5.2.4.1.D
- TeenLine 1TL $ 1.60
Local Service Options NE A5.2.5
- Farmer Line Service NE A5.2.5.1
- Rates and Changes NE A5.2.5.1D
- Rate per month for each station
- Farmer Line Business Service LSE $ 8.80
- Farmer Line Residence Service LSF $ 4.40
- Suburban Service NE A5.2.5.2
- Rates and Changes NE A5.2.5.2.D
- Each suburban primary station service
- Suburban service business 8FN $ 15.10
- Suburban service residence 8FM $ 7.25
- Suburban Mileage NE A5.2.5.3
- Reno and Carson City Exchanges NE A5.2.5.3.D
- All customer's locations within one mile of
the base rate area of special rate area MFM $ .00
- All additional customer locations MET $ .00
- All exchanges except Reno and Carson City
- All the customer's locations within one mile
of the base rate area of special rate area RUF $ .00
- All additional customer locations RUR $ .00
Interoffice Mileage Rates NE A5.2.7
- Mileage rates- per month NE A5.2.7.D
- Mileage between Central Offices of Exchange
for each individual residence or business
service:
- First One-Quarter-Mile or Fraction of Quarter
Mile ZZZYB $ 6.40
- Each additional Quarter Mile or Fraction of
Quarter Mile ZZZYB $ 3.00
PRIVATE BRANCE EXCHANGE TRUNKS NE A5.3
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- Rates and Changes
- Each SW-58 equipped line or trunk
- Datapath/TCM - 2-wire local 13.51% 13.50%
- Datapath Extension (DPX) - 2-wire remote 13.51% 13.51%
- Office Channel Unit Dataport/Control Mode
Idle - 4-wire local 13.51% 13.51%
- Office Channel Unit Dataport/Control Mode
Idle - 4-wire remote 13.51% 13.51%
Flat-Rate Service
- Local Exchange Flat-Rate Service
- Rates and Changes
- Rate per month for each primary
individual and party line service: See tariff for applicable exchanges
- Individual Line Flat Rate Business Service 13.51%
- Individual Line Flat Rate Residence Service 10.37%
- Individual Line Flat Rate Business Service -
Without Telephone 13.51%
- Individual Line Flat Rate Residence Service -
Without Telephone 10.37%
- Two Party Line Flat Rate Business Service 13.51%
- Two Party Line Flat Rate Residence Service 10.37%
- Teen Line
- Rates and Changes
Tariff NE A3. This rate element is in addition to
the rate for a single party, flat rate residence
- TeenLine 10.37% access line from Tariff NE A5. (USOC 1FRTL)
Local Service Options
- Farmer Line Service See this tariff for applicable exchanges.
- Rates and Changes
- Rate per month for each station
- Farmer Line Business Service 13.51%
- Farmer Line Residence Service 10.37%
- Suburban Service See this tariff for applicable exchanges.
- Rates and Changes
- Each suburban primary station service
- Suburban service business 13.51%
- Suburban service residence 10.37%
- Suburban Mileage
- Reno and Carson City Exchanges
- All customer's locations within one mile of
the base rate area of special rate area NA NA
- All additional customer locations NA NA
- All exchanges except Reno and Carson City
- All the customer's locations within one mile
of the base rate area of special rate area NA NA
- All additional customer locations NA NA
Interoffice Mileage Rates
- Mileage rates- per month
- Mileage between Central Offices of Exchange
for each individual residence or business
service:
- First One-Quarter-Mile or Fraction of Quarter
Mile 10.37/13.51% To calculate mileage refer to NE A6.2.7.Sec.
- Each additional Quarter Mile or Fraction of
Quarter Mile 10.37/13.51%
PRIVATE BRANCE EXCHANGE TRUNKS
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
4 of 30
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
A B C E F G H
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
1 NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect. Monthly Charge/Non- Per Use Minute
2 NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
218 Private Branch Exchange Trunks NE A5.3
- -----------------------------------------------------------------------------------------------------------------------------------
219 - Rates per month NE A5.3 C.1
- -----------------------------------------------------------------------------------------------------------------------------------
220 - Mileage between COs of exchange
- -----------------------------------------------------------------------------------------------------------------------------------
221 - First one-quarter mile or fraction thereof
- -----------------------------------------------------------------------------------------------------------------------------------
222 - Each PBX trunk line equipped ZZZYB $ 8.40
- -----------------------------------------------------------------------------------------------------------------------------------
223 - Each additional quarter mile or fraction thereof
- -----------------------------------------------------------------------------------------------------------------------------------
224 - Each PBX trunk line equipped ZZZYB $ 3.00
- -----------------------------------------------------------------------------------------------------------------------------------
225 Measured Rate Trunks NE A5 3.1
- -----------------------------------------------------------------------------------------------------------------------------------
226 - Rates and Charges NE A5.3.1.B
- -----------------------------------------------------------------------------------------------------------------------------------
227 - Rates apply to each trunk line equipped
- -----------------------------------------------------------------------------------------------------------------------------------
228 - 2-wire monthly rate (all applicable exchanges) $ 16.00
- -----------------------------------------------------------------------------------------------------------------------------------
229 - 4-wire monthly rate (all applicable exchanges) $ 29.00
- -----------------------------------------------------------------------------------------------------------------------------------
230 Flat Rate Trunks NE A5.3 3
- -----------------------------------------------------------------------------------------------------------------------------------
231 - Rates and Charges NE A5.3.3.B
- -----------------------------------------------------------------------------------------------------------------------------------
232 - 2-wire monthly rate (all applicable exchanges) $ 25.00
- -----------------------------------------------------------------------------------------------------------------------------------
233 - 4-wire monthly rate (all applicable exchanges) $ 37.00
- -----------------------------------------------------------------------------------------------------------------------------------
234 Direct-in-Dialing (DID) to PBX Systems NE A5.3.4
- -----------------------------------------------------------------------------------------------------------------------------------
235 - Rates and Charges NE A5.3.4 B
- -----------------------------------------------------------------------------------------------------------------------------------
236 - DID service
- -----------------------------------------------------------------------------------------------------------------------------------
237 - Group of DID Numbers
- -----------------------------------------------------------------------------------------------------------------------------------
238 - 20 numbers ND4 $ 10.00 $ 400.00
- -----------------------------------------------------------------------------------------------------------------------------------
239 - 60 numbers ND6DD $ 15.00
- -----------------------------------------------------------------------------------------------------------------------------------
240 - 100 numbers ND0DD $ 25.00
- -----------------------------------------------------------------------------------------------------------------------------------
241 - Additional Group of numbers
- -----------------------------------------------------------------------------------------------------------------------------------
242 - 20 numbers NDJ $ 10.00 $ 75.00
- -----------------------------------------------------------------------------------------------------------------------------------
243 - 60 numbers NDJ6A $ 15.00
- -----------------------------------------------------------------------------------------------------------------------------------
244 - 100 numbers NDJ0A $ 25.00
- -----------------------------------------------------------------------------------------------------------------------------------
245 Two-way Operation to PBX Systems (DID/DOD) NE A5.3.5
- -----------------------------------------------------------------------------------------------------------------------------------
246 - Rates and Charges NE A5.3.5.B
- -----------------------------------------------------------------------------------------------------------------------------------
247 - Two-way Operation
- -----------------------------------------------------------------------------------------------------------------------------------
248 - Group of DID/DOD Numbers
- -----------------------------------------------------------------------------------------------------------------------------------
249 - 20 numbers ND4 $ 10.00 $ 400.00
- -----------------------------------------------------------------------------------------------------------------------------------
250 - 60 numbers ND6DD $ 15.00
- -----------------------------------------------------------------------------------------------------------------------------------
251 - 100 numbers ND0DD $ 25.00
- -----------------------------------------------------------------------------------------------------------------------------------
252 - Additional Group of DID/DOD numbers
- -----------------------------------------------------------------------------------------------------------------------------------
253 - 20 numbers NDJ $ 75.00
- -----------------------------------------------------------------------------------------------------------------------------------
254 - 60 numbers NDJ6A
- -----------------------------------------------------------------------------------------------------------------------------------
255 - 100 numbers NDJ1A
- -----------------------------------------------------------------------------------------------------------------------------------
256
- -----------------------------------------------------------------------------------------------------------------------------------
257 PREMIUM EXCHANGE SERVICES NE A5.4
- -----------------------------------------------------------------------------------------------------------------------------------
258
- -----------------------------------------------------------------------------------------------------------------------------------
259 Extension Service NE A5.4.1
- -----------------------------------------------------------------------------------------------------------------------------------
260 Remote Call Forwarding NE A5.4.4
- -----------------------------------------------------------------------------------------------------------------------------------
261 - Rates and Charges NE A5.4.4.D
- -----------------------------------------------------------------------------------------------------------------------------------
262 - The following rates are for Remote Call
- -----------------------------------------------------------------------------------------------------------------------------------
263 Forwarding Service and are in addition to
- -----------------------------------------------------------------------------------------------------------------------------------
264 Charges and Rates for equipment with which it
- -----------------------------------------------------------------------------------------------------------------------------------
265 is used
- -----------------------------------------------------------------------------------------------------------------------------------
266 - First access path
- -----------------------------------------------------------------------------------------------------------------------------------
267 - Intrastate Inter-Service Area flat rate bus. *BF $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
268 - Interstate flat rate business *NF $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
269 - Intrastate Inter-Service Area flat rate res. *FR $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
270 - Interstate flat rate residence *NL $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
271 - Intra-Service Area flat rate business *BL $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
272 - Intra-Service Area flat rate residence *LF $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
273 - Additional access path
- -----------------------------------------------------------------------------------------------------------------------------------
274 - each, Local RCA $ 16.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
275 - each, Toll PATH2 $ 2.00 Y
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
A I J K L
- -------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
1 NEVADA BELL Offered Discount %
- -------------------------------------------------------------------------------------------------------------------
Message Mileage Non-
2 NEVADA BELL Service Name Charge Charge Recurring Recurring
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
218 Private Branch Exchange Trunks
- -------------------------------------------------------------------------------------------------------------------
219 - Rates per month
- -------------------------------------------------------------------------------------------------------------------
220 - Mileage between COs of exchange
- -------------------------------------------------------------------------------------------------------------------
221 - First one-quarter mile or fraction thereof
- -------------------------------------------------------------------------------------------------------------------
222 - Each PBX trunk line equipped 13.51%
- -------------------------------------------------------------------------------------------------------------------
223 - Each additional quarter mile or fraction thereof
- -------------------------------------------------------------------------------------------------------------------
224 - Each PBX trunk line equipped 13.51%
- -------------------------------------------------------------------------------------------------------------------
225 Measured Rate Trunks
- -------------------------------------------------------------------------------------------------------------------
226 - Rates and Charges
- -------------------------------------------------------------------------------------------------------------------
227 - Rates apply to each trunk line equipped
- -------------------------------------------------------------------------------------------------------------------
228 - 2-wire monthly rate (all applicable exchanges) 13.51%
- -------------------------------------------------------------------------------------------------------------------
229 - 4-wire monthly rate (all applicable exchanges) 13.51%
- -------------------------------------------------------------------------------------------------------------------
230 Flat Rate Trunks
- -------------------------------------------------------------------------------------------------------------------
231 - Rates and Charges
- -------------------------------------------------------------------------------------------------------------------
232 - 2-wire monthly rate (all applicable exchanges) 13.51%
- -------------------------------------------------------------------------------------------------------------------
233 - 4-wire monthly rate (all applicable exchanges) 13.51%
- -------------------------------------------------------------------------------------------------------------------
234 Direct-in-Dialing (DID) to PBX Systems
- -------------------------------------------------------------------------------------------------------------------
235 - Rates and Charges
- -------------------------------------------------------------------------------------------------------------------
236 - DID service
- -------------------------------------------------------------------------------------------------------------------
237 - Group of DID Numbers
- -------------------------------------------------------------------------------------------------------------------
238 - 20 numbers 13.51% 13.51%
- -------------------------------------------------------------------------------------------------------------------
239 - 60 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
240 - 100 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
241 - Additional Group of numbers
- -------------------------------------------------------------------------------------------------------------------
242 - 20 numbers 13.51% 13.51%
- -------------------------------------------------------------------------------------------------------------------
243 - 60 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
244 - 100 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
245 Two-way Operation to PBX Systems (DID/DOD) 13.51%
- -------------------------------------------------------------------------------------------------------------------
246 - Rates and Charges
- -------------------------------------------------------------------------------------------------------------------
247 - Two-way Operation
- -------------------------------------------------------------------------------------------------------------------
248 - Group of DID/DOD Numbers
- -------------------------------------------------------------------------------------------------------------------
249 - 20 numbers 13.51% 13.51%
- -------------------------------------------------------------------------------------------------------------------
250 - 60 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
251 - 100 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
252 - Additional Group of DID/DOD numbers
- -------------------------------------------------------------------------------------------------------------------
253 - 20 numbers 13.51% 13.51%
- -------------------------------------------------------------------------------------------------------------------
254 - 60 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
255 - 100 numbers 13.51%
- -------------------------------------------------------------------------------------------------------------------
256
- -------------------------------------------------------------------------------------------------------------------
257 PREMIUM EXCHANGE SERVICES
- -------------------------------------------------------------------------------------------------------------------
258
- -------------------------------------------------------------------------------------------------------------------
259 Extension Service
- -------------------------------------------------------------------------------------------------------------------
260 Remote Call Forwarding
- -------------------------------------------------------------------------------------------------------------------
261 - Rates and Charges
- -------------------------------------------------------------------------------------------------------------------
262 - The following rates are for Remote Call
- -------------------------------------------------------------------------------------------------------------------
263 Forwarding Service and are in addition to
- -------------------------------------------------------------------------------------------------------------------
264 Charges and Rates for equipment with which it
- -------------------------------------------------------------------------------------------------------------------
265 is used
- -------------------------------------------------------------------------------------------------------------------
266 - First access path
- -------------------------------------------------------------------------------------------------------------------
267 - Interstate Inter-Service Area flat rate bus. 13.51%
- -------------------------------------------------------------------------------------------------------------------
268 - Interstate flat rate business 13.51%
- -------------------------------------------------------------------------------------------------------------------
269 - Interstate Inter-Service Area flat rate res. 10.37%
- -------------------------------------------------------------------------------------------------------------------
270 - Interstate flat rate residence 10.37%
- -------------------------------------------------------------------------------------------------------------------
271 - Intra-Service Area flat rate business 10.37%
- -------------------------------------------------------------------------------------------------------------------
272 - Intra-Service Area flat rate residence 10.37%
- -------------------------------------------------------------------------------------------------------------------
273 - Additional access path
- -------------------------------------------------------------------------------------------------------------------
274 - each, Local 10.37/13.51%
- -------------------------------------------------------------------------------------------------------------------
275 - each, Toll 10.37/13.51%
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
A M
- -----------------------------------------------------------------------------------------------------------------------------------
1 NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
2 NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
218 Private Branch Exchange Trunks
- -----------------------------------------------------------------------------------------------------------------------------------
219 - Rates per month
- -----------------------------------------------------------------------------------------------------------------------------------
220 - Mileage between COs of exchange See tariff for rules on calculating mileage
- -----------------------------------------------------------------------------------------------------------------------------------
221 - First one-quarter mile or fraction thereof
- -----------------------------------------------------------------------------------------------------------------------------------
222 - Each PBX trunk line equipped
- -----------------------------------------------------------------------------------------------------------------------------------
223 - Each additional quarter mile or fraction thereof
- -----------------------------------------------------------------------------------------------------------------------------------
224 - Each PBX trunk line equipped
- -----------------------------------------------------------------------------------------------------------------------------------
225 Measured Rate Trunks
- -----------------------------------------------------------------------------------------------------------------------------------
226 - Rates and Charges See NE A5.3.1.B for descriptions of the various Measured Rate
Trunks
- -----------------------------------------------------------------------------------------------------------------------------------
227 - Rates apply to each trunk line equipped
- -----------------------------------------------------------------------------------------------------------------------------------
228 - 2-wire monthly rate (all applicable exchanges) 2W USOCS: TMB, TM2, TM3, TM4, THBHD
- -----------------------------------------------------------------------------------------------------------------------------------
229 - 4-wire monthly rate (all applicable exchanges) 4W USOCS: TMB4X, TM24X, TM34X, TM44X, THB4X
- -----------------------------------------------------------------------------------------------------------------------------------
230 Flat Rate Trunks See NE A5.3.3.B for descriptions of the various Flat Rate Trunks
- -----------------------------------------------------------------------------------------------------------------------------------
231 - Rates and Charges
- -----------------------------------------------------------------------------------------------------------------------------------
232 - 2-wire monthly rate (all applicable exchanges) 2W USOCS: T86, TFB, TFU, TFR, TFT, TFN, TTTXA, TTTXB, TWB, W7W
- -----------------------------------------------------------------------------------------------------------------------------------
233 - 4-wire monthly rate (all applicable exchanges) 4W: T864X, TFB4X, TFU4X, TFR4X, TFN4X, TTTXC, TTTXD, TWB4X, W7W4X
- -----------------------------------------------------------------------------------------------------------------------------------
234 Direct-in-Dialing (DID) to PBX Systems
- -----------------------------------------------------------------------------------------------------------------------------------
235 - Rates and Charges These rates are in addition to the rates shown elsewhere in the
- -----------------------------------------------------------------------------------------------------------------------------------
236 - DID service Tariffs for the services with which this offering is associated
- -----------------------------------------------------------------------------------------------------------------------------------
237 - Group of DID Numbers (e.g. trunk-line rate)
- -----------------------------------------------------------------------------------------------------------------------------------
238 - 20 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
239 - 60 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
240 - 100 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
241 - Additional Group of numbers
- -----------------------------------------------------------------------------------------------------------------------------------
242 - 20 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
243 - 60 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
244 - 100 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
245 Two-way Operation to PBX Systems (DID/DOD)
- -----------------------------------------------------------------------------------------------------------------------------------
246 - Rates and Charges
- -----------------------------------------------------------------------------------------------------------------------------------
247 - Two-way Operation Two-way Operation is only available on 4-wire trunks
- -----------------------------------------------------------------------------------------------------------------------------------
248 - Group of DID/DOD Numbers
- -----------------------------------------------------------------------------------------------------------------------------------
249 - 20 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
250 - 60 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
251 - 100 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
252 - Additional Group of DID/DOD numbers
- -----------------------------------------------------------------------------------------------------------------------------------
253 - 20 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
254 - 60 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
255 - 100 numbers
- -----------------------------------------------------------------------------------------------------------------------------------
256
- -----------------------------------------------------------------------------------------------------------------------------------
257 PREMIUM EXCHANGE SERVICES
- -----------------------------------------------------------------------------------------------------------------------------------
258
- -----------------------------------------------------------------------------------------------------------------------------------
259 Extension Service See Tariffs NE A3 & A10.2 for non-recurring and recurring charges
- -----------------------------------------------------------------------------------------------------------------------------------
260 Remote Call Forwarding
- -----------------------------------------------------------------------------------------------------------------------------------
261 - Rates and Charges
- -----------------------------------------------------------------------------------------------------------------------------------
262 - The following rates are for Remote Call
- -----------------------------------------------------------------------------------------------------------------------------------
263 Forwarding Service and are in addition to
- -----------------------------------------------------------------------------------------------------------------------------------
264 Charges and Rates for equipment with which it
- -----------------------------------------------------------------------------------------------------------------------------------
265 is used
- -----------------------------------------------------------------------------------------------------------------------------------
266 - First access path
- -----------------------------------------------------------------------------------------------------------------------------------
267 - Interstate Inter-Service Area flat rate bus. Non-recurring. See Multi-Element Service Charges in NE A3 for
- -----------------------------------------------------------------------------------------------------------------------------------
268 - Interstate flat rate business rates and discounts.
- -----------------------------------------------------------------------------------------------------------------------------------
269 - Interstate Inter-Service Area flat rate res.
- -----------------------------------------------------------------------------------------------------------------------------------
270 - Interstate flat rate residence
- -----------------------------------------------------------------------------------------------------------------------------------
271 - Intra-Service Area flat rate business
- -----------------------------------------------------------------------------------------------------------------------------------
272 - Intra-Service Area flat rate residence
- -----------------------------------------------------------------------------------------------------------------------------------
273 - Additional access path
- -----------------------------------------------------------------------------------------------------------------------------------
274 - each, Local
- -----------------------------------------------------------------------------------------------------------------------------------
275 - each, Toll
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiere Communications Service NE A5.4.5
- Rates and Charges - Premiere 6 NE A5.4.5 F
- The rates and charges following
are for Premiere 6 only and are
in addition to the applicable
service connection charges,
monthly rates and non-recurring
charges for equipment with
which they are associated.
- Basic Features, Premiere 6
- Each line MVP $ 7.00
- Optional Line Features
- Premiere 6 Call Waiting - each
line MVPCW $ 3.50
- Premiere 6 Call Forwarding -
each line MVPCF $ 3.50
- Premiere 6 Alternate Answering -
each line MVPAA $ 3.50
- Optional Group Features
- Premiere 6 Convenience Dialing
each Premiere 6 group MVPCD $ 5.00
- Premiere 6 Distinctive Ringing
each Premiere 6 group MVPDR $ 5.00
- Premiere 6 Outward WATS Access
each Premiere 6 group MVPOW $ 5.00
- Premiere 6 800 Service Access -
each Premiere 6 group MVP8S $ 5.00
- Service Charges
- Establishment of Service
- Same time as associated access
line(s) N
- Subsequent to establishing
associated line $27.00
- Service Charges below are
applicable to the following changes
in an established Premiere group.
These rates and USOCs to both
Business and Residence, except
800 Service.
- Addition of optional feature(s)
to an existing Premiere group -
each group NWCPS $27.00
- Changes to the customer specified
para- meters associated with Premiere
Alternate Answering each line NWCPS $27.00
- Changes requested by the customer in
the intercom designation code
associated with Premiere Intercom -
each line NWCPS $27.00
- Add a line to a Premiere group -
each line NWCPS $27.00
- Change or remove a line from a
Premiere group - each line NWCPS $27.00
- Change from Premiere 6 to Premiere
20- each line NWCPS $27.00
- Install Outward WATS/800 Service
Access, each System NWCPS $27.00
- Measured Service
- Rates and Charges - Premiere 20 NE A5.4.5 J
- The rates and charges following
are for Premiere 20 only and are in
addition to the applicable service
connection charges and monthly rates
for the access line with which
they are associated.
- Basic Features, Premier 20 - each line MVC $ 8.00
- Optional Line Features
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Premiere Communications Service
- Rates and Charges - Premiere 6
- The rates and charges following are
for Premiere 6 only and are in
addition to the applicable service
connection charges, monthly rates
and non-recurring charges for
equipment with which they are
associated.
- Basic Features, Premiere 6
- Each line 10.37/13.51%
- Optional Line Features
- Premiere 6 Call Waiting - each
line 10.37/13.51%
- Premiere 6 Call Forwarding -
each line 10.37/13.51%
- Premiere 6 Alternate Answering
- each line 10.37/13.51%
- Optional Group Features
- Premiere 6 Convenience Dialing
each Premiere 6 group 10.37/13.51%
- Premiere 6 Distinctive Ringing 10.37/13.51%
each Premiere 6 group 10.37/13.51%
- Premiere 6 Outward WATS Access
each Premiere 6 group 13.51%
- Premiere 6 800 Service Access
each Premiere 6 group 13.51%
- Service Charges
- Establishment of Service
- Same time as associated
access line(s) No additional service charge will apply
A Service Charge of $27.00 for each Res. or Bus will
apply in addition to one multi-element service charge or
- Subsequent to establishing the equivalent as specified in A.3 1 for the service
associated line 10.37/13.51% order.
- Service Charges below are
applicable to the following
changes in an established
Premiere group. These rates
and USOCs apply to both Business
and Residence, except 800 Service
- Addition of optional feature(s)
to an existing Premiere group
- each group 10.37/13.51%
- Changes to the customer
specified parameters associated
with Premiere Alternate
Answering each line 10.37/13.51%
- Changes requested by the
customer in the intercom
designation code associated
with Premiere Intercom - each
line 10.37/13.51%
- Add a line to a Premiere group
- each line 10.37/13.51%
- Change or remove a line from
a Premiere group - each line 10.37/13.51%
- Change from Premiere 6 to
Premiere 20- each line 10.37/13.51%
- Install Outward WATS/800 Outward WATS service is Grandfathered
Service Access, each System 13.51%
Where measured service exchange individual access lines
are combined in a Premiere group, message charges are
not applicable to calls completed utilizing the Premiere
- Measured Service intercom feature
- Rates and Charges - Premiere 20
- The rates and charges following
are for Premiere 20 only and are
in addition to the applicable
service connection charges and
monthly rates for the access line
with which they are associated.
- Basic Features, Premier 20 -
each line 10.37/13.51%
- Optional Line Features
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff-exempt services
call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
6 of 30
<PAGE>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS
EXHIBIT A SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Nevada Bell Retail Rates
- --------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- Premiere 20 Call Waiting- each line MVCCW $ 3.50
- Premiere 20 Call Forwarding- each line MVCCF $ 3.50
- Premiere 20 Alternate Answering- each
line MVCAA $ 3.50
- Premiere 20 Convenience Dialing- each
line MVCCD $ 3.50
- Optional group Features
- Premiere 20 Distinctive Ringing- each
group MVCDR $10.00
- Premiere 20 Outward WATS/800 Access-
- WATS Access
- each access code MVCOW $ 3.00
- 800 Service Access
- each 800 Service Line MVC8S $ 2.00
- Premiere 20 Additional Call Pickup Group
- each additional group MVCCP $ 5.00
Hunting Service NE A5.4.6
- Rates and Charges /1.2.3/ NE A5.4.6.E
- Hunting Service, each line in a hunt
group
- Series Complete HTGSH $ 0.50 Y/N
- Circular HTGCH $ 1.25 Y/N
- Preferential HTGPH $ 1.50 Y/N
- Uniform Call Distribution HTGUH $ 1.50 Y/N
Direct Connect
- Rates and Charges NE A5.4.7.C
- each line DCNNV $ 2.25 $ 40.00
Confinement Services Offered by Nevada Bell NE A5.5.4
- Rates and Charges NE A5.5.4.C
- Rate Periods and Rate Discounts
- Mileage and Corresponding Rates for
Initial Minute and each Additional
Minute.
- Rate Mileage
- 0 - 10 Initial Minute $ 0.14
- 11 - 22 Initial Minute $ 0.20
- 23 - 55 Initial Minute $ 0.27
- 56 - 124 Initial Minute $ 0.33
- 125 - Plus Initial Minute $ 0.39
- Operator Assisted Messages
- Operator Assisted Station
- Operator Assisted Person
- Station Service and Person Service
JOINT USER SERVICE NE A5.6
- Regulations NE A5.6.1
- the following rates apply in
addition to the rates and charges
for the facilities and all other
service provided NE A5.6.1.B.4
- joint user service is not furnished
in connection with residence
telephone service or farmer line
service. NE A5.6.1.B.5
- Rates and Charges NE A5.6.1.D
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate to Retail
NEVADA BELL Service Name Charge Charge Recurring Recurring Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- Premiere 20 Call Waiting- each line 10.37/13.51%
- Premiere 20 Call Forwarding- each line 10.37/13.51%
- Premiere 20 Alternate Answering- each
line 10.37/13.51%
- Premiere 20 Convenience Dialing- each
line 10.37/13.51%
- Optional group Features
- Premiere 20 Distinctive Ringing- each
group 10.37/13.51%
- Premiere 20 Outward WATS/800 Access- Outward WATS is grandfathered.
- WATS Access
- each access code 13.51%
- 800 Service Access
- each 800 Service Line 13.51%
- Premiere 20 Additional Call Pickup Group
- each additional group 10.37/13.51%
Hunting Service
NOTE 1: When a service connection or
service charge applies to a line/lines or
trunk/trunks; hunting will be established
- Rates and Charges /1.2.3/ without additional non-recurring charge.
NOTE 2: When existing lines or trunks are
subsequently added to or removed from a
hunting group or the type of hunting
feature is changed, one "M2 and one" M4
as set forth in NE A3 will apply to each
- Hunting Service, each line in a hunt hunt group.
group
NOTE 3: One "M2 and one "M4 (NE A3) will
apply when existing lines or trunks are
- Series Complete subsequently rearranged with in the hunt
group.
- Circular 13.51%
- Preferential 13.51%
- Uniform Call Distribution 13.51%
Direct Connect 13.51%
- Rates and Charges
The rates and charges listed are for
Direct Connect service only Installation
charge does not apply when Direct Connect
is installed concurrently on the same
line to which a service connection, move
or change charge applies
- each line 10.37/13.51% 10.37/15.31%
See NE A5.5.4.C for current rate periods
Confinement Services Offered by Nevada Bell and rate discounts.
- Rates and Charges
- Rate Periods and Rate Discounts
- Mileage and Corresponding Rates for - each additional minute $ .05
Initial Minute and each Additional - each additional minute $ .09
Minute. - each additional minute $ .14
- Rate Mileage - each additional minute $ .21
- 0 - 10 Initial Minute 13.51% - each additional minute $ .26
- 11 - 22 Initial Minute 13.51%
- 23 - 55 Initial Minute 13.51%
- 56 - 124 Initial Minute 13.51%
- 125 - Plus Initial Minute 13.51%
- Operator Assisted Messages
- Operator Assisted Station $ 1.00 13.51%
- Operator Assisted Person $ 3.00 13.51%
The charge for a call paid for Confinement
Services offered by Nevada Bell is the
sum of the appropriate dial station-to-
station charges, operator assisted service
charge and federal tax, rounded to the
- Station Service and Person Service Y nearer multiple of $ 05
JOINT USER SERVICE
- Regulations
- the following rates apply in
addition to the rates and charges
for the facilities and all other
service provided
- joint user service is not furnished
in connection with residence
telephone service or farmer line
service.
- Rates and Charges
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
7 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR SALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- Rate per month for each joint user service:
- Individual Party or Answering Line Service
low $2.40
- all exchanges high $4.00
- PBX or Cord-Operated Answering Service
low $4.80
- all exchanges high $6.95
DIRECTORY SERVICES NE A5.7
Local Directory Assistance Service NE A5.7.2
- Rates and Charges NE A5.7.2.C
- Direct dialed calls to Directory Assistance NE A5.7.2.C.1
- Each call exceeding the Call Allowance NE A5.7.2.C.1.b. $ 0.50
- Operator Assisted Calls to Directory Assistance
- Each operator assisted call exceeding the
allowance (from Direct Dial Access stations)/1/ $ 0.50
- Each operator assisted call exceeding the
allowance (from Non-Direct Dial Access stations) $ 0.50
OPERATOR SERVICES NE A5.8
Local Operator Verification/ Interrupt Service NE A5.8.1
- Rates and Charges NE A5.8.1.C
- Verification $ 0.50
- Combination of a verification and interruption of a
conversation $ 1.00
Operator Assisted Local Calls NE A5.8.2
- Dial Station Message Toll Charges for the lowest
rate step (0-10 miles), plus the appropriate Operator
Service Charge, as set forth in Tariff A 6, apply to
local calls placed with the assistance of a Utility
operator. Y
RADIO SERVICES NE A5.9
Service Through Radiotelepone Utilities NE A5.9.4
- Charges NE A5.9.4.C
- Each Measured Rate Business Line or Trunk Y
- Each Flat Rate Business Line or Trunk Y
Service Through Basic Exchange Telecommunications
Radio Service NE A5.9.5
- Charges NE A5.9.5.D
- Each Measured Rate Business or Residence Line
or Trunk /1,3/ Y
- Each Flat Rate Business or Residence Line or
Trunk /2,4/ Y
MESSAGE TELECOMMUNICATION SERVICE NE A6
STANDARD SERVICE OFFERINGS NE A6.2
Two-Point Message Telecommunication Service NE A6.2.1
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non-
NEVADA BELL Service Name Charge Charge Recurring Recurring
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- Rate per month for each joint user service:
- Individual Party or Answering Line Service
- all exchanges 13.51%
- PBX or Cord-Operated Answering Service
- all exchanges 13.51%
DIRECTORY SERVICES
Local Directory Assistance Service
- Rates and Charges
- Direct dialed calls to Directory Assistance
- Each call exceeding the Call Allowance 10.37/13.51%
- Operator Assisted Calls to Directory Assistance
- Each operator assisted call exceeding the
allowance (from Direct Dial Access stations)/1/ 10.37/13.51%
- Each operator assisted call exceeding the
allowance (from Non-Direct Dial Access stations 10.37/13.51%
OPERATOR SERVICES
Local Operator Verification/ Interrupt Service
- Rates and Charges
- Verification 10.37/13.51%
- Combination of a verification and interruption of a
conversation 10.37/13.51%
Operator Assisted Local Calls
- Dial Station Message Toll Charges for the lowest
rate step (0-10 miles), plus the appropriate Operator
Service Charge, as set forth in Tariff A 6, apply to
local calls placed with the assistance of a Utility
operator.
RADIO SERVICES
Service Through Radiotelepone Utilities
- Charges
- Each Measured Rate Business Line or Trunk
- Each Flat Rate Business Line or Trunk
Service Through Basic Exchange Telecommunications
Radio Service
- Charges
- Each Measured Rate Business or Residence Line
or Trunk /1,3/
- Each Flat Rate Business or Residence Line or
Trunk /2,4/
MESSAGE TELECOMMUNICATION SERVICE
STANDARD SERVICE OFFERINGS
Two-Point Message Telecommunication Service
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- ----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- Rate per month for each joint user service:
- Individual Party or Answering Line Service
- all exchanges See NE A5.6.1.D for exact rates for each exchange.
- PBX or Cord-Operated Answering Service
- all exchanges See NE A5.6.1.D for exact rates for each exchange.
DIRECTORY SERVICES
Local Directory Assistance Service See tariff for regulations.
- Rates and Charges
- Direct dialed calls to Directory Assistance
- Each call exceeding the Call Allowance See NE A5.7.2 for D A charge exemptions and Call Allowances
- Operator Assisted Calls to Directory Assistance See NE A5.7.2 C for other operator assisted charges that apply
- Each operator assisted call exceeding the
allowance (from Direct Dial Access stations)/1/ See NE A5.7.2 for D A charge exemptions and Call Allowances
- Each operator assisted call exceeding the NOTE 1: This `per use' charge is in addition to the surcharge for an
allowance (from Non-Direct Dial Access stations) operator-assisted station message set forth in NE A6.2.1. This charge
does not cover the completion of a message toll call
OPERATOR SERVICES
Local Operator Verification/ Interrupt Service
- Rates and Charges
- Verification
- Combination of a verification and interruption of a
conversation
Operator Assisted Local Calls
- Dial Station Message Toll Charges for the lowest
rate step (0-10 miles), plus the appropriate Operator
Service Charge, as set forth in Tariff A 6, apply to
local calls placed with the assistance of a Utility
operator.
RADIO SERVICES
Service Through Radiotelepone Utilities
- Charges See tariff for regulations and additional charges to this service
Rates, charges and regulations as applicable to measured rate business
- Each Measured Rate Business Line or Trunk service under NE A5.2.1 or NE A5.3.1 as appropriate.
Rates, charges and regulations as applicable to flat rate business
- Each Flat Rate Business Line or Trunk service under NE A5.2.4 or NE A5.3.3 as appropriate.
Service Through Basic Exchange Telecommunications
Radio Service
- Charges
- Each Measured Rate Business or Residence Line NOTE 1: Rates as applicable to Measured Rate Svc. in NE A5.2.1
or Trunk /1,3/ NOTE 2: Rates as applicable to Flat Rate Service in NE A5.2.4
- Each Flat Rate Business or Residence Line or NOTE 3: Rates as applicable to Measured Rate Trunks in NE A5.3.1
Trunk /2,4/ NOTE 4: Rates as applicable to Flat Rate Trunks in NE A5.3.3
MESSAGE TELECOMMUNICATION SERVICE
STANDARD SERVICE OFFERINGS
Two-Point Message Telecommunication Service
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-
referenced, see the referenced section for rates and discounts.
8 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- Rates and Charges - Messages Toll Rate -
Reno LATA NE A6.2.1.C
- Rate Periods and Rate Discounts/1/ NE A6.2.1.C.1
- Monday thru Friday/2/
- day rate (8:00 am to 5:00 pm) = 0% discount 0.0%
- evening rate (5:00 pm to 11:00 pm) = 25% disc. 25%
- night rate (11:00 pm to 8:00 am) = 50% discount 50%
- Saturday, night rate, all hours = 50% discount 50%
- Sunday/2/
- night rate (8:00 am to 5:00 pm) = 50% discount 50%
- evening rate (5:00 to 11:00 pm) = 25% disc. 25%
- night rate (11:00 pm to 8:00 am) = 50% discount 50%
- Mileage and Corresponding Rates for Different
Classes of Service - Day Rate Period NE A6.2.1.C.2
- Residence - Dial Station-to-Station
- Rate Mileage
- 0-10
- Initial minute $ 0.12
- each additional minute $ 0.05
- 11-22
- Initial minute $ 0.17
- each additional minute $ 0.08
- 23-55
- Initial minute $ 0.24
- each additional minute $ 0.13
- 58-124
- Initial minute $ 0.29
- each additional minute $ 0.19
- 125-plus
- Initial minute $ 0.35
- each additional minute $ 0.23
- Business and assisted types of calls/3/
- Rate Mileage
- 0-10
- Initial minute $ 0.14
- each additional minute $ 0.05
- 11-22
- Initial minute $ 0.20
- each additional minute $ 0.09
- 23-55
- Initial minute $ 0.27
- each additional minute $ 0.14
- 58-124
- Initial minute $ 0.33
- each additional minute $ 0.21
- 125-plus
- Initial minute $ 0.39
- each additional minute $ 0.26
- Operator Assisted Messages NE A6.2.1.C.3
- In addition to the Dial Station-to-Station Rate,
the following service charges are applicable as
outlined in regulations section A6.2.1.B.6.
- Customer Dialed Calling Card $ 0.25
- Operator Assisted Calling Card $ 1.00
- Operator Assisted Station $ 1.00
- Operator Assisted Person $ 3.00
- Coin Station Service and Coin Person Service
- The charge for a call paid for by coin
deposit in a public coin telephone is the
sum of the
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- Rates and Charges - Message Toll Rate - Northern Service Area
Reno LATA
- Rate Periods and Rate Discounts/1/ NOTE 1: Discounts apply to the charge for the
- Monday thru Friday/2/ initial minute occurring within the discount period
- day rate (8:00 am to 5:00 pm) = 0% discount and to all additional minutes occurring within each
- evening rate (5:00 pm to 11:00 pm) = 25% disc. discount rate period, but not to the operator
- night rate (11:00 pm to 8:00 am) = 50% discount service charges. Dial charges and operator surcharges
- Saturday, night rate, all hours = 50% discount are determined from A6.2.1.C.2
- Sunday/2/ NOTE 2: Night rates apply on Holidays, see Holidays,
- night rate (8:00 am to 5:00 pm) = 50% discount A6 2.1 B 6
- evening rate (5:00 to 11:00 pm) = 25% disc.
- night rate (11:00 pm to 8:00 am) = 50% discount
- Mileage and Corresponding Rates for Different
Classes of Service - Day Rate Period
- Residence - Dial Station-to-Station
- Rate Mileage
- 0-10
- Initial minute 10.37%
- each additional minute 10.37%
- 11-22
- Initial minute 10.37%
- each additional minute 10.37%
- 23-55
- Initial minute 10.37%
- each additional minute 10.37%
- 58-124
- Initial minute 10.37%
- each additional minute 10.37%
- 125-plus
- Initial minute 10.37%
- each additional minute 10.37%
- Business and assisted types of calls/3/ NOTE 3: Assisted means all calls other than residence
- Rate Mileage direct dialed calls, including but not limited to:
- 0-10 Customer Dialed Calling Card, Operator Assisted
- Initial minute 13.51% Calling Card, Operator Assisted Station and Operator
- each additional minute 13.51% Assisted Person.
- 11-22
- Initial minute 13.51%
- each additional minute 13.51%
- 23-55
- Initial minute 13.51%
- each additional minute 13.51%
- 58-124
- Initial minute 13.51%
- each additional minute 13.51%
- 125-plus
- Initial minute 13.51%
- each additional minute 13.51%
- Operator Assisted Messages
- In addition to the Dial Station-to-Station Rate,
the following service charges are applicable as
outlined in regulations section A6.2.1.B.6.
- Customer Dialed Calling Card 10.37/13.51%
- Operator Assisted Calling Card 10.37/13.51%
- Operator Assisted Station 10.37/13.51%
- Operator Assisted Person 10.37/13.51%
- Coin Station Service and Coin Person Service
- The charge for a call paid for by coin
deposit in a public coin telephone is the
sum of the
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
9 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Nevada Bell Retail Rates
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Business two-point message rates, operator
assisted service charge and federal tax, rounded
to the nearer multiple of $.05.
Toll Stations NE A6.2.2
- - Rates and Charges NE A6.2.2.E
- Individual Access Lines and Primary Station Service
- Individual access line/1.a.b/ SHH $ 5.30 Y
- Extension Station Service Line
- Where located off the premises on which the
primary service point is located
- Installation charge/2/ Y
- Monthly rate/3/ Y
Message Toll Telephone Service NE A6.2.7
- See this tariff for a complete list of rate centers and
Central Offices in the State of Nevada, together with
V-H coordinates for use in determining air-line mileages
for message toll telephone service and measured
exchange service.
Toll Service - Station Service NE A6.2.8
- Rates NE A6.2.8.B
- Each business or residence toll service-station,
per year $ 6.40
- Interconnection of two toll service-station lines
terminating at same toll station or toll switchboard,
each message
- Messages between toll service-stations and the toll
station or toll switchboard to which they are
connected, each message
OPTIONAL CALLING PLANS A6.3
Dial One Metro A6.3.2
- Rates and Charges A6.3.2.C
- Dial One Metro -Residence
- From EAD 1 to EADs 2,3,4, per billing account DMR $ 5.00
- Non-recurring/1/ NRDMR $ 16.00
- From EAD 2 to EADs 1,3,4, per billing account DMR $ 5.00
- Non-recurring/1/ NRDMR $ 16.00
- From EAD 3 to EADs 1,2,4, per billing account DMR $ 5.00
- Non-recurring/1/ NRDMR $ 16.00
- From EAD 4 to EADs 1,2,3, per billing account DMR $ 5.00
- Non-recurring/1/ NRDMR $ 16.00
- Dial One Metro - Business
- From EAD 1 to EADs 2,3,4, per billing account DMB $ 5.00
- Non-recurring/1/ NRDMB $ 24.00
- From EAD 2 to EADs 1,3,4, per billing account DMB $ 5.00
- Non-recurring/1/ NRDMB $ 24.00
- From EAD 3 to EADs 1,2,4, per billing account DMB $ 5.00
- Non-recurring/1/ NRDMB $ 24.00
- From EAD 4 to EADs 1,2,3, per billing account DMB $ 5.00
- Non-recurring/1/ NRDMB $ 24.00
- Dial One Metro or Equivalent/2/
- From Rural Telephone Company prefix 969 to
EAD 7 N $ 5.00 $ 24.00
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Minute Message Mileage Non-
Charge Charge Charge Recurring Recurring
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NEVADA BELL Service Name
Business two-point message rates, operator
assisted service charge and federal tax, rounded
to the nearer multiple of $.05. Y Y
Toll Stations
- - Rates and Charges
- - Individual Access Lines and Primary Station Service
- Individual access line 1.a.b 10.37/13.51%
- Extension Station Service Line
- Where located off the premises on which the
primary service point is located
- Installation charge/2/ 0%
- Monthly rate/3/
Message Toll Telephone Service
- See this tariff for a complete list of rate centers and
Central Offices in the State of Nevada, together with
V-H coordinates for use in determining air-line mileages
for message toll telephone service and measured
exchange service.
Toll Service - Station Service
- Rates
- Each business or residence toll service-station,
per year 10.37/13.51%
- Interconnection of two toll service-station lines
terminating at same toll station or toll switchboard,
each message $ 1.07 10.37/13.51%
- Messages between toll service-stations and the toll
station or toll switchboard to which they are
connected, each message $ 1.07 10.37/13.51%
OPTIONAL CALLING PLANS
Dial One Metro
- Rates and Charges
- Dial One Metro -Residence
- From EAD 1 to EADs 2,3,4, per billing account 10.37%
- Non-recurring/1/ 10.37%
- From EAD 2 to EADs 1,3,4, per billing account 10.37%
- Non-recurring/1/ 10.37%
- From EAD 3 to EADs 1,2,4, per billing account 10.37%
- Non-recurring/1/ 10.37%
- From EAD 4 to EADs 1,2,3, per billing account 10.37%
- Non-recurring/1/ 13.51%
- Dial One Metro - Business 13.51%
- From EAD 1 to EADs 2,3,4, per billing account
- Non-recurring/1/ 13.51%
- From EAD 2 to EADs 1,3,4, per billing account 13.51%
- Non-recurring/1/ 13.51%
- From EAD 3 to EADs 1,2,4, per billing account 13.51%
- Non-recurring/1/ 13.51%
- From EAD 4 to EADs 1,2,3, per billing account 13.51%
- Non-recurring/1/
- Dial One Metro or Equivalent/2/
- From Rural Telephone Company prefix 969 to
EAD 7 10.37/13.51% 10.37/13.51%
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Business two-point message rates, operator
assisted service charge and federal tax, rounded
to the nearer multiple of $.05.
Toll Stations NOTE 1: a Service connection charges are equivalent to Multi-Element
- - Rates and Charges Service charges or Service Connection charges as specified in Tariff
- Individual Access Lines and Primary Station Service NE A3.1.
- Individual access line/1.a.b/ b. The monthly rate is in addition to a guarantee of revenue from
- Extension Station Service Line message toll telephone service as provided in description NE A3
- Where located off the premises on which the
primary service point is located
- Installation charge/2/ NOTE 2: Based on Cost.
- Monthly rate/3/ NOTE 3: Apply off-premises mileage rate as shown in NE A10. 2. 1
Message Toll Telephone Service
- See this tariff for a complete list of rate centers and
Central Offices in the State of Nevada, together with
V-H coordinates for use in determining air-line mileages
for message toll telephone service and measured
exchange service.
Toll Service - Station Service
- Rates
- Each business or residence toll service-station,
per year This is a per year recurring charge.
- Interconnection of two toll service-station lines
terminating at same toll station or toll switchboard,
each message
- Messages between toll service-stations and the toll
station or toll switchboard to which they are
connected, each message
OPTIONAL CALLING PLANS
Dial One Metro
- Rates and Charges
- Dial One Metro -Residence
- From EAD 1 to EADs 2,3,4, per billing account
- Non-recurring/1/ NOTE 1: Equivalent to one multi-element service order charge
- From EAD 2 to EADs 1,3,4, per billing account
- Non-recurring/1/
- From EAD 3 to EADs 1,2,4, per billing account
- Non-recurring/1/
- From EAD 4 to EADs 1,2,3, per billing account
- Non-recurring/1/
- Dial One Metro - Business
- From EAD 1 to EADs 2,3,4, per billing account
- Non-recurring/1/
- From EAD 2 to EADs 1,3,4, per billing account
- Non-recurring/1/
- From EAD 4 to EADs 1,2,3, per billing account
- Non-recurring/1/
- From EAD 1 to EADs 2,3,4, per billing account
- Non-recurring/1/
- Dial One Metro or Equivalent/2/ NOTE 2: Billed by Rural Telephone Company under the Designated
- From Rural Telephone Company prefix 969 to Carrier Plan
EAD 7
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
10 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name,Sect, Monthly Charge/Non-
NEVADA BELL Service Name Para) USOC Recurring Recurring
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WIDE AREA TELECOMMUNICATION SVC. (WATS) NE A7
OUTWARD WATS AND 800 SERVICE NE A7.1
Outward Wats and 800 Service NE A7.1
- Charges and Rates NE A7.1.E
- Installation Charge
- an access line will be furnished at the service
connection charges or multi-element service
charges equivalent to that of a business individual
access line as shown in NE A3. Y
- Extension Station Lines
- Extension station lines are charged for at the rates
specified for in Private Line Service in Tariff
PL B3. Y
- Move and Change Charge
- Move or change an outward statewide access line WAX++ $ 36.00
- Move or change an outward intraLATA access line WLT++ $ 36.00
- Move or change an 800 access line W4A++ $ 36.00
Outward WATS NE A7.1.1
- Rates and Charges NE A7.1.1.B
- Access Rates
- Statewide (B and 8)
- Access line, each/1/ WAX++ $ 27.65
- IntraLATA only (B and 9), within the customer's
serving LATA
- Access line, each WLT++ $ 27.65
- InterLATA only (B and 11), outside the customer's
serving LATA
- Access line, each/1/ WFS++ $ 27.65
- Monthly Usage Rates
- Average Hours of Use per Line - Outward WATS
- 0 - 15
- 15.1 - 40
- 40.1 - 80
- over 80
800 Service NE A7.1.2
- Rates and Charges NE A7.1.2.C
- Access Rates - Statewide
- Access Line, each/1/ W4A++ $ 39.75
- Monthly Usage Rates - Statewide
- Hours of Usage
- Business Day, Monday thru Friday, 9a.m. to 9p.m.
- Off Peak, All Other Hours
CENTRAL OFFICE SERVICES NE A9
TELEPHONE ANSWERING SERVICE NE A9.3
Secretarial Answering Service NE A9.3.1
- Rates and Charges NE A9.3.1.C
- Each secretarial extension line, extension of a trunk
line, PBX or CENTREX cord-operated equipment or
key equipment
- Charge as appropriate for an extension line, PBX
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------
Per Use Minute Message Mileage Non-
NEVADA BELL Service Name Charge Charge Charge Charge Recurring Recurring
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WIDE AREA TELECOMMUNICATION SVC. (WATS)
OUTWARD WATS AND 800 SERVICE
Outward Wats and 800 Service
- Charges and Rates
- Installation Charge
- an access line will be furnished at the service
connection charges or multi-element service
charges equivalent to that of a business individual
access line as shown in NE A3.
- Extension Station Lines
- Extension station lines are charged for at the rates
specified for in Private Line Service in Tariff
PL B3.
- Move and Change Charge
- Move or change an outward statewide access line 13.51%
- Move or change an outward intraLATA access line 13.51%
- Move or change an 800 access line 13.51%
Outward WATS
- Rates and Charges
- Access Rates
- Statewide (B and 8)
- Access line, each/1/ 13.51%
- IntraLATA only (B and 9), within the customer's
serving LATA
- Access line, each 13.51%
- InterLATA only (B and 11), outside the customer's
serving LATA
- Access line, each/1/ 13.51%
- Monthly Usage Rates
- Average Hours of Use per Line - Outward WATS
- 0 - 15 $ 6.00 13.51%
- 15.1 - 40 $ 6.00 13.51%
- 40.1 - 80 $ 6.00 13.51%
- over 80 $ 6.00 13.51%
800 Service
- Rates and Charges
- Access Rates - Statewide
- Access Line, each/1/ 13.51%
- Monthly Usage Rates - Statewide
- Hours of Usage
- Business Day, Monday thru Friday, 9a.m. to 9p.m. $ 12.00 13.51%
- Off Peak, All Other Hours $ 9.60 13.51%
CENTRAL OFFICE SERVICES
TELEPHONE ANSWERING SERVICE
Secretarial Answering Service
- Rates and Charges
- Each secretarial extension line, extension of a trunk
line, PBX or CENTREX cord-operated equipment or
key equipment
- Charge as appropriate for an extension line, PBX
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
WIDE AREA TELECOMMUNICATION SVC. (WATS)
OUTWARD WATS AND 800 SERVICE Outward WATS Service is Grandfathered.
Outward Wats and 800 Service
- Charges and Rates
- Installation Charge
- an access line will be furnished at the service
connection charges or multi-element service
charges equivalent to that of a business individual
access line as shown in NE A3.
- Extension Station Lines
- Extension station lines are charged for at the rates
specified for in Private Line Service in Tariff
PL B3.
- Move and Change Charge
- Move or change an outward statewide access line Outward WATS Service is Grandfathered
- Move or change an outward intraLATA access line Outward WATS Service is Grandfathered
- Move or change an 800 access line
Outward WATS Outward WATS Service is Grandfathered
- Rates and Charges
- Access Rates
- Statewide (B and 8)
- Access line, each/1/ OutwardWATS Service is Grandfathered
- IntraLATA only (B and 9), within the customer's
serving LATA
- Access line, each Outward WATS Service is Grandfathered
- InterLATA only (B and 11), outside the customer's NOTE 1: Any access line used in conjunction with an interLATA
serving LATA usage schedule will be billed a surcharge as defined in C7 4
2 of the Access Service Tariff.
- Access line, each/1/
- Monthly Usage Rates
- Average Hours of Use per Line - Outward WATS
- 0 - 15 Rates are per hour Outward WATS Service Grandfathered
- 15.1 - 40 Rates are per hour Outward WATS Service Grandfathered
- 40.1 - 80 Rates are per hour Outward WATS Service Grandfathered
- over 80 Rates are per hour Outward WATS Service Grandfathered
800 Service
- Rates and Charges
- Access Rates - Statewide
- Access Line, each/1/ NOTE 1: Any access line used in conjunction with an InterLATA
- Monthly Usage Rates - Statewide usage schedule will be billed a surcharge as defined in C7
4.2 of the Access Service Taiff.
- Hours of Usage
- Business Day, Monday thru Friday, 9a.m. to 9p.m. Rates are per hour.
- Off Peak, All Other Hours Rates are per hour.
CENTRAL OFFICE SERVICES
TELEPHONE ANSWERING SERVICE
Secretarial Answering Service
- Rates and Charges
- Each secretarial extension line, extension of a trunk
line, PBX or CENTREX cord-operated equipment or
key equipment
- Charge as appropriate for an extension line, PBX
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Navada Bell. For rates that are cross-referenced, see the
referenced section for rates and discounts. 11 of 30
<PAGE>
APPENDIX RESALE
EXHIBIT A
LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
or CENTREX extension line plus the
following
mileage:
- 1/4 to 3/4 miles, flat rate
- each extension line 1LJPR $ 17.70
- 4/4 to 7.4 miles, flat rate
- each extension line 1LJPR $ 26.00
- over 7.4 miles, flat rate
- each extension line 1LJPR $ 44.00
- Where the telephone answering equipment
is located outside the base rate area or
special rate area where the subscriber's
primary service is located: use the
applicable rate above, plus appropriate
suburban mileage charges as specified in
NE A5.2.5.3. Y
- Where the telephone answering equipment
is located in an exchange contiguous to the
exchange in which the customer's primary
service is located:
- Use rates applicable to off-premises
mileage between contiguous exchanges as
specified in NE A10.2 Y
Lines Terminating in Telephone Answering
System A9.3.6
- Rates and Charges A9.3.6.B
- Primary and Extension Lines
- A Service Connection Charge
applies as specified in Tariff NE A3. Y
- Lines Terminated on Telephone
Answering Equipment
- Trunk Line Service in connection
with cord-operated telephone answering
equipment:
- Same subscriber - Provided
according to the rates listed for
commercial PBX trunk lines as
specified in NE A5.3. Y
- Key Equipment Business individual
Line Service
- Same subscriber - Provided according
to the rates listed for business
individual line service as specified
in Tariff NE A5.2. Y
- Answering Line Service - Different
Subscribers:
- Each answering lines - Provided
according to the rates listed for
business individual line service as
specified in NE A5.2. Y
- The Line Service
- Each tie line between cord-operated
telephone answering systems or
between cord-operated telephone
answering system and PBX system on
the same or different premises of
the same or different subscribers:
- Rate applicable to the line
service between PBX systems as
specified in NE A5.3 and NE A10.2. Y
- Each termination of a tie line in the
attendant's position of a telephone
answering equipment sys.
- Rate applicable to termination of
tie lines in PBX attendant
positions as specified in NE A5.3
and NE A10.2 Y
CALL MANAGEMENT SYSTEMS A9.4
Call Management Systems A9.4
- Rates and Charges A9.4 C
- Rate table items listed below are
applicable for use with Models 15,
60 and 200
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- ---------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate to Retail
NEVADA BELL Service Name Charge Charge Recurring Recurring Services Only
- ---------------------------------------------------------------------------------------------------------------------------------
or CENTREX extension line plus the
following
mileage:
- 1/4 to 3/4 miles, flat rate
- each extension line 13.51%
- 4/4 to 7.4 miles, flat rate
- each extension line 13.51%
- over 7.4 miles, flat rate
- each extension line 13.51%
- Where the telephone answering equipment
is located outside the base rate area or
special rate area where the subscriber's
primary service is located: use the
applicable rate above, plus appropriate
suburban mileage charges as specified in
NE A5.2.5.3.
- Where the telephone answering equipment
is located in an exchange contiguous to the
exchange in which the customer's primary
service is located:
- Use rates applicable to off-premises
mileage between contiguous exchanges as
specified in NE A10.2
Lines Terminating in Telephone Answering
System
- Rates and Charges
- Primary and Extension Lines
- A Service Connection Charge
applies as specified in Tariff NE A3.
- Lines Terminated on Telephone
Answering Equipment
- Trunk Line Service in connection
with cord-operated telephone answering
equipment:
- Same subscriber - Provided
according to the rates listed for
commercial PBX trunk lines as
specified in NE A5.3.
- Key Equipment Business individual
Line Service
- Same subscriber - Provided according
to the rates listed for business
individual line service as specified
in Tariff NE A5.2.
- Answering Line Service - Different
Subscribers:
- Each answering lines - Provided
according to the rates listed for
business individual line service as
specified in NE A5.2.
- The Line Service
- Each tie line between cord-operated
telephone answering systems or
between cord-operated telephone
answering system and PBX system on
the same or different premises of
the same or different subscribers:
- Rate applicable to the line
service between PBX systems as
specified in NE A5.3 and NE A10.2.
- Each termination of a tie line in the
attendant's position of a telephone
answering equipment sys.
- Rate applicable to termination of
tie lines in PBX attendant
positions as specified in NE A5.3
and NE A10.2
CALL MANAGEMENT SYSTEMS
Call Management Systems
- Rates and Charges
- Rate table items listed below are
applicable for use with Models 15,
60 and 200
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
12 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- Lines
- Outward line from attendant's position equipment
to central office
- each NA Y Y
- Transfer equipment line to Centrex Switching
Equipment
- each GJY Y Y
- Overflow lines:
- On premises line, each NA N N
- Off-premises line, each NA Y Y
- Trunks
- Trunk lines to common equipment NA Y Y
MISCELLANEOUS SERVICE OFFERINGS NE A10
MILEAGE CHARGES NE A10.2
Extension Lines NE A10.2.1
- Rates and Charges NE A10.2.1.C
- Apply to each extension, PBX, order receiving
equipment and key equipment station line
- No mileage charge applies where the terminals are
in different buildings on continuous property where
the remote building is within 300 feet from the
primary station or PBX switchboard (A10.2.1. B.7)
- Terminals are in different buildings on continuous
property and located beyond 300 feet from the
primary station (See A10.2.1.B.7)
- Each one-quarter mile or fraction thereof-
- Each extension station 1LLBG $ 2 .10
- Each PBX station 1LVBG $ 2 .10
- Terminals are on noncontinuous property within the
same exchange (See A10.2.1 B 8 & A10.2.1.B.9)
- Each extension situation line or key equipment
station line, per local loop (1 required per line) 1LLBP $ 32.25
- Each private branch exchange station line or
order receiving equipment line, per local loop
(2 required per line) 1LVDP $ 21.00
- Terminals are on noncontinuous property between
contiguous exchanges. (See A10.2.1.B.8 & B.9)
- First one-quarter mile or fraction thereof-
- Each PBX station 1LVBR $ 6.40
- Each extension station 1LLBR $ 6.40
- Each additional one-quarter mile or fraction there-
of-
- Each PBX station 1LVBR $ 3.00
- Each extension station 1LLBR $ 3.00
- Where all of the following conditions prevail, cable
charges based on estimated cost may be applied
In lieu of mileage charges:
- for one customer
- served by dedicated cable between premises
of same customer on noncontinuous property,
- minimum cable capacity of 100 parts and less
than on airline mile in length.
- Each dedicated cable
- basic termination charge/1/ Cost
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Mileage Non- Notes and References Relate to
NEVADA BELL Service Name Charge Recurring Recurring Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- Lines
- Outward line from attendant's position equipment
to central office
- each Charge and rate applicable to
business
- Transfer equipment line to Centrex Switching
Equipment
- each Charge and rate applicable to
CENTREX primary station line.
- Overflow lines:
- On premises line, each
- Off-premises line, each Charges and rates applicable
to Local Channels or
Interexchange
- Trunks Channels, Tariff PL B3.2.2
- Trunk lines to common equipment Charge and rate applicable to
private branch exchange trunks.
MISCELLANEOUS SERVICE OFFERINGS
MILEAGE CHARGES
Extension Lines
- Rates and Charges
- Apply to each extension, PBX, order receiving
equipment and key equipment station line
- No mileage charge applies where the terminals are
in different buildings on continuous property where
the remote building is within 300 feet from the
primary station or PBX switchboard (A10.2.1. B.7)
- Terminals are in different buildings on continuous
property and located beyond 300 feet from the
primary station (See A10.2.1.B.7)
- Each one-quarter mile or fraction thereof-
- Each extension station 10.37/13.51%
- Each PBX station 13.51%
- Terminals are on noncontinuous property within the
same exchange (See A10.2.1 B 8 & A10.2.1.B.9)
- Each extension situation line or key equipment
station line, per local loop (1 required per line) 10.37/13.51%
- Each private branch exchange station line or
order receiving equipment line, per local loop
(2 required per line) 13.51%
- Terminals are on noncontinuous property between
contiguous exchanges. (See A10.2.1.8 & B.9)
- First one-quarter mile or fraction thereof-
- Each PBX station 13.51%
- Each extension station 10.37/13.51%
- Each additional one-quarter mile or fraction there-
of-
- Each PBX station 13.51%
- Each extension station 10.37/13.51%
- Where all of the following conditions prevail, cable
charges based on estimated cost may be applied
In lieu of mileage charges:
- for one customer
- served by dedicated cable between premises
of same customer on noncontinuous property,
- minimum cable capacity of 100 parts and less
than on airline mile in length. NOTE 1: Reduces 1/60 for each
- Each dedicated cable full month the facilities are
retained in service between
the same premises.
- basic termination charge/1/ 0% Based on Estimated Cost
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
13 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name,sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USCO Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- rate per month Cost
- Service Area Transmission Equipment
- Installation charge Cost
- rate per month Cost
- expense incurred by the Utility to meet
transmission and/or signalling requirements.
The Line Service NE A10.2.2
- Rates and Charges NE A10.2.2.B
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Different Central
Office, Each Loop (2 required) 1LTDP $ 21.00
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Same Central Office,
Each Loop (2 required) 1LTBP $ 21.00
MISCELLANEOUS SWITCHING ARRANGEMENTS NE A10.3
Arrangements for Night, Sunday, and Holidays NE A10.3.1
- Rates and Charges NE A10.3.1.B
- Termination in Central Office, With Night Listing for
Private Branch Exchange System
- each terminal NCB $ 1.80
Multiple Line Control Arrangements NE A10.3.2
- Rates and Charges NE A10.3.2.C
- First 6 Lines of a Group P89 $ 11.00 $ 90.00
- Each Additional Line of Same Group 9GV $ 1.00 $ 14.00
TOLL RESTRICTION SERVICES NE A10.4
Toll Diversion NE A10.4.1
- Rates and Changes NE A10.4.1.C
- Changes in Telephone Prefixes and Codes:
Each change in diverting equipment arrangement
or call control equipment to divert or not divert calls
to one or more telephone prefixes or codes:/1/
- For each Group of Trunks having the same
diverting arrangement N N $ 9.65
- Access Code Diverting Service:
- Each central office arrangement of a trunk of a dial
PBX system to divert access code "0" or "1"/2/ COACD $ 2.60 $ 60.00
DISCRETIONARY EXCHANGE SERVICES NE A11
CUSTOM CALLING 2000 NE A11.1
- Rates and Changes NE A11.1.E
- Feature Rates (See NOTE 1 where non-recurring)
column = Y.)
- Call Management Features
- Call Trace, residence
- Initial charge Y
- each occurrence CALTR $ 5.00
- Call Trace, business
- Initial charge Y
- each occurrence CALTR $ 5.00
- Caller ID, residence
<CAPTION>
Nevada Bell Retail Rates Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
Message Mileage Non-
NEVADA BELL Service Name Charge Charge Recurring Recurring
<S> <C> <C> <C> <C>
- rate per month 0%
- Service Area Transmission Equipment
- Installation charge 0%
- rate per month 0%
- expense incurred by the Utility to meet
transmission and/or signalling requirements.
The Line Service
- Rates and Charges
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Different Central
Office, Each Loop (2 required) 13.51%
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Same Central Office.
Each Loop (2 required) 13.51%
MISCELLANEOUS SWITCHING ARRANGEMENTS
Arrangements for Night, Sunday, and Holidays
- Rates and Charges
- Termination in Central Office, With Night Listing for
Private Branch Exchange System
- each terminal 13.51%
Multiple Line Control Arrangements
- Rates and Charges
First 6 Lines of a Group 13.51% 13.51%
- Each Additional Line of Same Group 13.51% 13.51%
TOLL RESTRICTION SERVICES
Toll Diversion
- Rates and Changes
- Changes in Telephone Prefixes and Codes:
Each change in diverting equipment arrangement
or call control equipment to divert or not divert calls
to one or more telephone prefixes or codes: /1/
- For each Group of Trunks having the same
diverting arrangement 13.51%
- Access Code Diverting Service:
- Each central office arrangement of a trunk of a dial
PBX system to divert access code "0" or "1"/2/ 13.51% 13.51%
DISCRETIONARY EXCHANGE SERVICES
CUSTOM CALLING 2000
- Rates and Changes
- Feature Rates (See NOTE 1 where non-recurring
column = Y.)
- Call Management Features
- Call Trace, residence
- Initial charge
- each occurrence 10.37%
- Call Trace, business
- Initial charge
- each occurrence 13.51%
- Caller ID, residence
<CAPTION>
NEVADA BELL
<S> <C>
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- rate per month Based on Estimated Cost
- Service Area Transmission Equipment
- Installation charge Based on Estimated Cost
- rate per month Based on Estimated Cost
- expense incurred by the Utility to meet
transmission and/or signalling requirements.
The Line Service
- Rates and Charges
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Different Central
Office, Each Loop (2 required)
- Each Tie Line between PBX or Intercommunicating
Systems on Different Premises, Same Central Office.
Each Loop (2 required)
MISCELLANEOUS SWITCHING ARRANGEMENTS
Arrangements for Night, Sunday, and Holidays
- Rates and Charges
- Termination in Central Office, With Night Listing for
Private Branch Exchange System
- each terminal
Multiple Line Control Arrangements
- Rates and Charges
- First 6 Lines of a Group
- Each Additional Line of Same Group
TOLL RESTRICTION SERVICES
Toll Diversion
- Rates and Changes
- Changes in Telephone Prefixes and Codes:
Each change in diverting equipment arrangement
or call control equipment to divert or not divert call
to one or more telephone prefixes or codes: /1/ NOTE 1: See A10.4.1.B.4 and A10.4.1.B.5
- For each Group of Trunks having the same
diverting arrangement
- Access Code Diverting Service:
- Each central office arrangement of a trunk of a dial
PBX system to divert access code "0" or "1"/2/ NOTE 2: See A10.4. 1B.6.
DISCRETIONARY EXCHANGE SERVICES All Discretionary Services have an approved floor ceiling monthly
rate range within which Nevada Bell has authority to change rates
at is discretion. See the appropriate tariff reference for these
CUSTOM CALLING 2000 ranges. Only currently charged rates are listed in this price list.
- Rates and Changes
- Feature Rates (See NOTE 1 where non-recurring
column = Y.)
- Call Management Features
- Call Trace, residence
- Initial charge NOTE 1: A service order charge on moves and changes to existing
- each occurrence service will apply as specified in Tariff NE A3.1. There will be no
- Call Trace, business additional charge for Custom Calling 2000 features associated with
- Initial charge new service.
- each occurrence
- Caller ID, residence
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
14 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-per line CNM $ 4.00 Y
-Caller ID, business
-per line CNM $ 6.00 Y
-Call Return, residence
-per line CCR $ 2.00 Y
-Call Return, business
-per line CCR $ 4.00 Y
-Repeat Dialing, residence
-per line CRP $ 2.00 Y
-Repeat Dialing, business
-per line CRP $ 4.00 Y
-Privacy Features
-Per Call Blocking, residence
-per line N $ 0.00 N
-Per Call Blocking, business
-per line N $ 0.00 N
-Per Line Blocking, residence
-per line CNMBK $ 0.00 N
-Blocked Call Rejection, residence
-per line CRE $ 2.00 Y
-Blocked Call Rejection, business
-per line CRE $ 4.00 Y
-Screen List Editing Features
-Call Screen, residence
-per line CCB $ 2.00 Y
-Call Screen, business
-per line CCB $ 4.00 Y
-Priority Ringing, residence
-per line CLP $ 2.00 Y
-Priority Ringing, business
-per line CLP $ 4.00 Y
-Select Call Forwarding, residence
-per line CSF $ 2.00 Y
-Select Call Forward, business
-per line CSF $ 4.00 Y
-Multi-feature discounts
-Multi-feature discount rates will apply when
ordering the following CC2000 features:
-Caller ID, Call Screen, Call Return, Repeat
Dialing, Priority Ringing, Select Call Forwarding,
and Blocked Call Rejection.
-Multi-feature discounts apply to both Residence and
Business features
-One feature, current discount is 0%
-Two or more features, current discount is 25%
EXPRESS CALL COMPLETION SERVICE (ECCS) NE A11.2
-Rates and Changes NE A11.2.C
-Per affirmative activation, per call $ 0.45
PRIMARY RATE ISDN (PRI) NE A11.3
-Rates and Changes NE A11.3.D
-Primary Rate Interface/1,2/
-23B+Primary D Interface, Each
-Month-to-Month PRAS1 $ 400.00 $ 1,250.00
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Nevada Bell Retail Rates Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and Reference Relate
NEVADA BELL Service Name Charge Charge Recurring Recurring to Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-per line 10.37%
-Caller ID, business
-per line 13.51%
-Call Return, residence
-per line 10.37%
-Call Return, business
-per line 13.51%
-Repeat Dialing, residence
-per line 10.37%
-Repeat Dialing, business
-per line 13.51%
-Privacy Features
-Per Call Blocking, residence
-per line NA
-Per Call Blocking, business
-per line NA
-Per Line Blocking, residence
-per line NA
-Blocked Call Rejection, residence
-per line 10.37%
-Blocked Call Rejection, business
-per line 13.51%
-Screen List Editing Features
-Call Screen, residence
-per line 10.37%
-Call Screen, business
-per line 13.51%
-Priority Ringing, residence
-per line 10.37%
-Priority Ringing, business
-per line 13.51%
-Select Call Forwarding, residence
-per line 10.37%
-Select Call Forward, business
-per line 13.51%
-Multi-feature discounts
-Multi-feature discount rates will apply when
ordering the following CC2000 features:
-Caller ID, Call Screen, Call Return, Repeat
Dialing, Priority Ringing, Select Call Forwarding,
and Blocked Call Rejection.
-Multi-feature discounts apply to both Residence and
Business features
-One feature, current discount is 0%
-Two or more features, current discount is 25%
EXPRESS CALL COMPLETION SERVICE (ECCS)
-Rates and Changes
-Per affirmative activation, per call 10.37/13.51%
PRIMARY RATE ISDN (PRI)
-Rates and Changes
-Primary Rate Interface/1,2/
-23B+Primary D Interface, Each NOTE 1: Available only in
those Central Offices that
are suitably equipped
NOTE 2: Digital transport
facility is not included
-Month-to-Month 13.51% 13.51%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
15 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Service
Tariff Site Charge/
NEVADA BELL Service Name (Name, Monthly Non-Recurring Per Use Minute
Sect, Para) USOC Recurring Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- 3 - year PRA3Y $ 365.00 $ 1,250.00
- 5 - year PRA5Y $ 325.00 $ 1,250.00
- Additional interfaces
- 24B interface. Each
- Month-to-Month PRAS2 $ 400.00 $ 1,000.00
- 3 - year PRB3Y $ 365.00 $ 1,000.00
- 5 - year PRB5Y $ 325.00 $ 1,000.00
- 23B+Back-up D interface, Each
- Month-to-Month PRAS3 $ 400.00 $ 1,000.00
- 3 - year PRC3Y $ 365.00 $ 1,000.00
- 5 - year PRC5Y $ 325.00 $ 1,000.00
- Optional Features/1/
- Alternate Route, each route PRAAR $ 10.00 $ 100.00
- PRI - NET, each PRI interface
and Centrex PRADP $ 151.00 $ 100.00
- Non-PRI Foreign Exchange
/Foreign Prefix
Connection, each path/each
telephone number PRSFX $ 25.00 $ 80.00
- PRI Subgroup, each subgroup PRASG $ 10.00 $ 175.00
- Private Facility Connection,
each facility group/
trunk group connected PRSPF $ 25.00 $ 250.00
- User to User information, each
PRI interface PRSUU $ 10.00 $ 60.00
- Change Charges
- PRI Miscellaneous Change Charge
- Each affected PRI serving
arrangement XPB N $ 300.00
OPTIONAL DISCOUNT TOLL CALLING PLANS NE A11.4
- Rates and Charges NE A11.4.D
- Comstock Plan - Residence
- Monthly Toll Usage Revenues
- $0 - $49.99
- per minute rate is not
changed
- $50.00 and above, per
minute rate
- per minute rate $ 0.10
- Bonanza Plan - Business
- Monthly Toll Usage Revenues
- $0 - $14.99
- per minute rate is not
changed
- $15.00 - $49.99
- per minute rate $ 0.15
- $50.00 - $249.99
- per minute rate $ 0.12
- $250.00 and above
- per minute rate $ 0.06
- Optional Term Discounts -
Business
- 1 - Year Term = Additional 5%
- 2 - Year Term = Additional 10%
- 3 - Year Term = Additional 15%
PRIVATE LINE SERVICES PL
PUCN TARIFF PL B
CHANNELS PL B3
NON-RECURRING CHARGES PL B3.1.5
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate to Retail
NEVADA BELL Service Name Charge Charge Recurring Recurring Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- 3 - year 13.51% 13.51%
- 5 - year 13.51% 13.51%
- Additional interfaces
- 24B interface. Each
- Month-to-Month 13.51% 13.51%
- 3 - year 13.51% 13.51%
- 5 - year 13.51% 13.51%
- 23B+Back-up D interface, Each
- Month-to-Month 13.51% 13.51%
- 3 - year 13.51% 13.51%
- 5 - year 13.51% 13.51%
- Optional Features1
- Alternate Route, each route 13.51% 13.51%
- PRI - NET, each PRI interface 13.51% 13.51%
and Centrex
- Non-PRI Foreign Exchange
/Foreign Prefix
Connection, each path/each 13.51% 13.51%
telephone number
- PRI Subgroup, each subgroup
- Private Facility Connection,
each facility group/
Trunk group connected 13.51% 13.51%
- User to User information, each 13.51% 13.51%
PRI interface
- Change Charges
- PRI Miscellaneous Change Charge
- Each affected PRI serving NA 13.51%
arrangement
OPTIONAL DISCOUNT TOLL CALLING PLANS
- Rates and Charges
- Comstock Plan - Residence
- Monthly Toll Usage Revenues
- $0 - $49.99
- per minute rate is not
changed
- $50.00 and above, per
minute rate
- per minute rate 10.37%
- Bonanza Plan - Business
- Monthly Toll Usage Revenues
- $0 - $14.99
- per minute rate is not
changed
- $15.00 - $49.99
- per minute rate 13.51%
- $50.00 - $249.99
- per minute rate 13.51%
- $250.00 and above
- per minute rate 13.51%
- Optional Term Discounts -
Business
- 1 - Year Term = Additional 5% 13.51%
- 2 - Year Term = Additional 10% 13.51%
- 3 - Year Term = Additional 15%
PRIVATE LINE SERVICES
PUCN TARIFF See PL B1 and PL B2 for all general
information and regulations
CHANNELS
NON-RECURRING CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff-exempt services
call Nevada Bell. For rates that are cross-referenced, see the referenced
section for rates and discounts.
16 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM,INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charges PL B3.1.5.B
- Channel Termination for Telephone Sets:
- Each move or change of a channel termination $ 85.00
- Channels for remote metering, Supervisory
Control and Miscellaneous Signalling Purposes
- Each change in location of a termination
of a channel made on same premises at the
customer's request $ 85.00
- Change of Channel Termination where Customer-
Owned Teletypewriter of Morse Station Eq. is used
- Each termination moved or changed on
the same premises at the customer's request $ 85.00
- Channels for One-Way Program Transmission
Networks in Connection with Loudspeakers.
- Station channel $ 26.75
- Station channel extension $ 13.35
- Channels for Data Transmission (Schedules 0, 1, 2, 3,
3A, 4) and Teletypewriter Channels
- Each termination of a channel moved or changed
on the same premises at the customer's request $ 85.00
- Moves to different premises.
- A change of location from one premise to another
will not be treated as a move but as a disconnect
and a new install.
CLASSIFICATION AND RATES PL B3.2
Series 1000 Channels PL B3.2.1
- Private Line Service and Channels for
Remote Metering, Supervisory Control, and
Miscellaneous Signaling PL B3.2.1.A
- Charges and Rates PL B3.2.1.A.5
- Local or interexchange Private Line Channels PL B3.2.1.A.5 a
- Channel between first 2 terminations on
different premises on the same continuous
property:
- Types 1001 and 1009C:
- Half Duplex 1L3A+ $ 24.00 N
- Full Duplex 1L3C+ $ 46.75 N
- Types 1002 and 1005:
- Half Duplex 1L3A+ $ 36.75 N
- Full Duplex 1L3C+ $ 36.75 N
- Type 1006
- Half duplex 1L3A+ $ 35.50 N
- Full Duplex 1L3C+ $ 35.50 N
- CPE Termination
- Each AVESQ N $ 70.00
- Channel between first terminations on different
premises on noncontinuous property:
- Local Loop for Each First Termination
- Types 1001 and 1009C./1/
- Half Duplex 1L3AP $ 24.00 N
- Full Duplex 1L3CP $ 46.75 N
- Types 1002 and 1005
- Half Duples 1L3AP $ 36.75 N
- Full Duplex 1L3CP $ 36.75 N
- Type 1006:
- Half Duplex 1L3AP $ 35.50 N
- Full Duplex 1L3CP $ 35.50 N
- Each first termination on premises
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Minute Message Mileage Non-
NEVADA BELL Service Name Charge Charge Charge Recurring Recurring
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charges
- Channel Termination for Telephone Sets:
- Each move or change of a channel termination 13.51%
- Channels for remote metering, Supervisory
Control and Miscellaneous Signalling Purposes
- Each change in location of a termination
of a channel made on same premises at the
customer's request 13.51%
- Change of Channel Termination where Customer-
Owned Teletypewriter of Morse Station Eq. is used
- Each termination moved or changed on
the same premises at the customer's request 13.51%
- Channels for One-Way Program Transmission
Networks in Connection with Loudspeakers.
- Station channel 13.51%
- Station channel extension 13.51%
- Channels for Data Transmission (Schedules 0, 1, 2, 3,
3A, 4) and Teletypewriter Channels
- Each termination of a channel moved or changed
on the same premises at the customer's request 13.51%
- Moves to different premises.
- A change of location from one premise to another
will not be treated as a move but as a disconnect
and a new install.
CLASSIFICATION AND RATES
Series 1000 Channels
- Private Line Service and Channels for
Remote Metering, Supervisory Control, and
Miscellaneous Signaling
- Charges and Rates
- Local or interexchange Private Line Channels
- Channel between first 2 terminations on
different premises on the same continuous
property:
- Types 1001 and 1009C:
- Half Duplex 13.51%
- Full Duplex 13.51%
- Types 1002 and 1005:
- Half Duplex 13.51%
- Full Duplex 13.51%
- Type 1006
- Half duplex 13.51%
- Full Duplex 13.51%
- CPE Termination
- Each 13.51%
- Channel between first terminations on different
premises on noncontinuous property:
- Local Loop for Each First Termination
- Types 1001 and 1009C./1/
- Half Duplex 13.51%
- Full Duplex 13.51%
- Types 1002 and 1005
- Half Duples 13.51%
- Full Duplex 13.51%
- Type 1006:
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each first termination on premises
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Charges
- Channel Termination for Telephone Sets: See tariff for more non-recurring charge details.
- Each move or change of a channel termination
- Channels for remote metering, Supervisory
Control and Miscellaneous Signalling Purposes This change applies in all exchanges and locations outside exchg. areas
- Each change in location of a termination
of a channel made on same premises at the
customer's request
- Change of Channel Termination where Customer-
Owned Teletypewriter of Morse Station Eq. is used
- Each termination moved or changed on
the same premises at the customer's request
- Channels for One-Way Program Transmission
Networks in Connection with Loudspeakers.
- Station channel
- Station channel extension
- Channels for Data Transmission (Schedules 0, 1, 2, 3,
3A, 4) and Teletypewriter Channels
- Each termination of a channel moved or changed
on the same premises at the customer's request
- Moves to different premises.
- A change of location from one premise to another
will not be treated as a move but as a disconnect
and a new install.
CLASSIFICATION AND RATES
Series 1000 Channels
- Private Line Service and Channels for
Remote Metering, Supervisory Control, and
Miscellaneous Signaling
- Charges and Rates
- Local or interexchange Private Line Channels
- Channel between first 2 terminations on
different premises on the same continuous
property:
- Types 1001 and 1009C:
- Half Duplex
- Full Duplex
- Types 1002 and 1005:
- Half Duplex
- Full Duplex
- Type 1006
- Half duplex
- Full Duplex
- CPE Termination
- Each
- Channel between first terminations on different
premises on noncontinuous property:
- Local Loop for Each First Termination
- Types 1001 and 1009C.1 NOTE 1: Type 1009C - Rates and charges for Local Loops are in
- Half Duplex addition to the rates and charges shown in following section titled
- Full Duplex "Type 1009C Channels", at B3.2.1.A.5 a (7)
-Type 1002 and 1005
- Half Duples
- Full Duplex
- Type 1006:
- Half Duplex
- Full Duplex
- Each first termination on premises
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced, see the
referenced section for rates and discounts.
17 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC
- ----------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-CPE Termination
-Each 27BSQ N $ 140.00
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Types 1001 and 1009C:/1/
- Half Duplex 1L3A3 $ 12.25 N
- Full Duplex 1L3C3 $ 23.50 N
- Types 1002, 1005, and 1006:
- Half Duplex 1L3A3 $ 17.75 N
- Full Duplex 1L3C3 $ 17.75 N
- CPE Termination
- Each 27BSQ N $ 140.00
- Parallel Drop - up to 30 Bauds
- Local Channel: Each 24A $ 3.00 $ 28.00
- Type 1000C Channels/2/
- Each Serving Central Office Termination of an
Outlying CPE Station (Alarmed Location) AYX $ 4.50 $ 25.00
- A change in termination from 1 Channel to another
at the customer's request will be treated as a
new installation.
- Station Arrangement - 150 Baud
- The rate applies to each first termination.
- Station Arrangement, Each 4GTMS $ 75.00 N
- Channels between Exchanges (Interexchange PL B3.2.1A.5.b
Channels)
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Half or Full Duplex:
- Channel Terminal, Each P3N $ 17.00 N
- Interexchange channel mileage for each 2-point
or 2-point section of a Multipoint Channel, per
airline mile; per month:
- Type 1001 and 1009C:
- First 40 miles
- Half Duplex 1L3A4 $ 4.65 N
- Full Duplex 1L3C4 $ 4.65 N
- Next 210 miles
- Half Duplex 1L3A4 $ 2.55 N
- Full Duplex 1L3C4 $ 2.55 N
- Each Additional Mile
- Half Duplex 1L3A4 $ 1.80 N
- Full Duplex 1L3C4 $ 1.80 N
- Type 1002, 1005, and 1006:
- First 40 miles
- Half Duplex 1L3A4 $ 3.75 N
- Full Duplex 1L3C4 $ 3.75 N
- Next 210 miles
- Half Duplex 1L3A4 $ 1.50 N
- Full Duplex 1L3C4 $ 1.50 N
- Each Additional Mile
- Half Duplex 1L3A4 $ 1.00 N
- Full Duplex 1L3C4 $ 1.00 N
- Each Interexchange channel also requires a
Local Loop for each station location on non-
continuous property:/3/ If applicable, additional
termination of same channel on different
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
- -------------------------------------------------------------------------------------------------------------------
Minute Message Mileage Non-
NEVADA BELL Service Name Charge Charge Charge Recurring Recurring
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-CPE Termination
-Each 13.51%
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Types 1001 and 1009C:/1/
- Half Duplex 13.51%
- Full Duplex 13.51%
- Types 1002, 1005, and 1006:
- Half Duplex 13.51%
- Full Duplex 13.51%
- CPE Termination
- Each 13.51%
- Parallel Drop - up to 30 Bauds
- Local Channel: Each 13.51% 13.51%
- Type 1000C Channels/2/
- Each Serving Central Office Termination of an
Outlying CPE Station (Alarmed Location) 13.51% 13.51%
- A change in termination from 1 Channel to another
at the customer's request will be treated as a
new installation.
- Station Arrangement - 150 Baud
- The rate applies to each first termination.
- Station Arrangement, Each 13.51%
- Channels between Exchanges (Interexchange
Channels)
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Half or Full Duplex:
- Channel Terminal, Each 13.51%
- Interexchange channel mileage for each 2-point
or 2-point section of a Multipoint Channel, per
airline mile; per month:
- Type 1001 and 1009C:
- First 40 miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Type 1002, 1005, and 1006:
- First 40 miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Interexchange channel also requires a
Local Loop for each station location on non-
continuous property:/3/ If applicable, additional
termination of same channel on different
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
-CPE Termination
-Each
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Types 1001 and 1009C:/1/
- Half Duplex
- Full Duplex
- Types 1002, 1005, and 1006:
- Half Duplex
- Full Duplex
- CPE Termination
- Each
- Parallel Drop - up to 30 Bauds
- Local Channel: Each
- Type 1000C Channels/2/ NOTE 2 The charges and rates are in addition to the
- Each Serving Central Office Termination of an charges and rates shown at B3.2.1.A.5.a.(3)
Outlying CPE Station (Alarmed Location)
- A change in termination from 1 Channel to another
at the customer's request will be treated as a
new installation.
- Station Arrangement - 150 Baud
- The rate applies to each first termination.
- Station Arrangement, Each
- Channels between Exchanges (interexchange
Channels)
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Half or Full Duplex:
- Channel Terminal, Each
- Interexchange channel mileage for each 2-point
or 2-point section of a Multipoint Channel, per
airline mile; per month:
- Type 1001 and 1009C:
- First 40 miles
- Half Duplex
- Full Duplex
- Next 210 miles
- Half Duplex
- Full Duplex
- Each Additional Mile
- Half Duplex
- Full Duplex
- Type 1002, 1005, and 1006:
- First 40 miles
- Half Duplex
- Full Duplex
- Next 210 miles
- Half Duplex
- Full Duplex
- Each Additional Mile
- Half Duplex
- Full Duplex
- Each Interexchange channel also requires a
Local Loop for each station location on non- NOTE 3: See "Channel between first terminations on different
continuous property:/3/ If applicable, additional premises on noncontinuous property", above, for rates
termination of same channel on different NOTE 4: See "Additional termination of the same Channel on different
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt sevices call Nevada Bell. For rates that are cross-
referenced, see the referenced section for rates and discounts.
18 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
premises on the same continuous property
as first termination, also applies./4/ Y Y
- Battery PL B3.2.1.A.5.d
- Battery Supply Other Than Dry Cells:
- Each A.C. or D.C. Battery Tap NG7 $ 1.30 N
- Private Line Teletypewriter Service and
Channels PL B3.2.1.B
- Rates and Charges PL B3.2.1.B.2
- Local or Interexchange Private Line
Teletypewriter Channels PL B3.2.1.B.2.a
- Channel between first 2 terminations
on different premises on the same
continuous property:
- 60, 75, 100 Speed
- Channel:
- Half Duplex 1LYD+ $ 36.75 N
- Full Duplex 1LYK+ $ 36.75 N
- 150 Baud
- Channel:
- Half Duplex 1LYD+ $ 35.50 N
- Full Duplex 1LYK+ $ 35.50 N
- CPE Termination
- Each AVESQ N $ 70.00
- Channel between first terminations
on different premises on
noncontinuous property:
- Local Loop for termination on
a premises
- 60, 75, 100 Speed
- Channel:
- Half Duplex 1LYDP $ 36.75 N
- Full Duplex 1LYKP $ 36.75 N
- CPE Termination
- Each 27BSQ N $140.00
- 150 Baud
- Channel
- Half Duplex, Each 1LYDP $ 35.50 N
- Full Duplex, Each 1LYDP $ 35.50 N
- CPE Termination
- Each 27BSQ N $140.00
- Additional termination of the
same Channel on different premises
on the same continuous property
as the first termination:
- 60, 75, and 100 Speed and 150 Baud
- Channel:
- Half Duplex, Each 1LYD3 $ 17.75 N
- Full Duplex, Each 1LYK3 $ 17.75 N
- CPE Termination
- Each 27BSQ N $140.00
- Channels between Exchanges PL B3.2.1.B.2.b
- Terminating a 2-point Channel
or 2-point section of a
Multipoint Channel in a
Central Office:
- Channel Terminal:
- Each P3N $ 17.00 N
- Interexchange Channel Mileage
for each 2-point Channel or
2 Point Section of a Multipoint
Channel per Airline Mile
- 0-40 Miles
- Half Duplex 1LYD4 $ 3.75 N
- Full Duplex 1LYK4 $ 3.75 N
- Next 210 Miles
- Half Duplex 1LYD4 $ 1.50 N
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
Minute Non- Notes and References Relate to Retail
NEVADA BELL Service Name Charge Recurring Recurring Services only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
premises on the same continuous property
as first termination, also applies./4/ premises on the same continuous
property as the first termination
above, for rates.
- Battery
- Battery Supply Other Than Dry Cells:
- Each A.C. or D.C. Battery Tap 13.51%
- Private Line Teletypewriter Service and
Channels See PL B3. 2.1 B.1 for regulations in
addition to the general Regulations
and Definitions applicable to Private
Line Services and Channels in PL B2.
- Rates and Charges
- Local or Interexchange Private Line
Teletypewriter Channels
- Channel between first 2 terminations
on different premises on the same
continuous property:
- 60, 75, 100 Speed
- Channel:
- Half Duplex 13.51%
- Full Duplex 13.51%
- 150 Baud
- Channel:
- Half Duplex 13.51%
- Full Duplex 13.51%
- CPE Termination
- Each 13.51%
- Channel between first terminations
on different premises on
noncontinuous property:
- Local Loop for termination on
a premises
- 60, 75, 100 Speed
- Channel:
- Half Duplex 13.51%
- Full Duplex 13.51%
- CPE Termination
- Each 13.51%
- 150 Baud
- Channel
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination
- Each 13.51%
- Additional termination of the
same Channel on different premises
on the same continuous property
as the first termination:
- 60, 75, and 100 Speed and 150 Baud
- Channel:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination
- Each 13.51%
- Channels between Exchanges
- Terminating a 2-point Channel
or 2-point section of a
Multipoint Channel in a
Central Office:
- Channel Terminal:
- Each 13.51%
- Interexchange Channel Mileage
for each 2-point Channel or
2 Point Section of a Multipoint
Channel per Airline Mile
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
19 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- Full Duplex 1LYK4 $ 1.50 N
- Each Additional Mile
- Half Duplex 1LYD4 $ 1.00 N
- Full Duplex 1LYK4 $ 1.00 N
- Each Channel or service also
requires a Local Loop for each
station location on noncontinuous
property./6/ In addition, Channel
between first termination on
different premises on the same
continuous property/6/, and
additional termination on
different premises on the same
continuous property, also apply if
applicable./7/ Y Y
- Station Arrangement - 150 Baud Service PL B3.2.1.B.2.c
- The charge applies:
- once to a Channel entirely on
the same premises
- to each first termination on
different premises
- Station Arrangement, Each 4GTMS $ 75.00 N
- Channels for Data Transmission PL B3.2.1.C
- Charges and Rates PL B3.2.1.C.4
- Local or interexchange Private Line
Channels PL B3.2.1.C.4.a
- Channel between first 2
terminations on different premises
on the same continuous property:
- Schedule O
- Type 1001:
- Half Duplex, Each 1L6B+ $ 24.00 N
- Full Duplex, Each 1L6D+ $ 46.75 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Schedule 1, 2, and 3
- Types 1002 and 1005:
- Half Duplex, Each 1L6B+ $ 36.75 N
- Full Duplex, Each 1L6D+ $ 36.75 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Schedule 3A
- Types 1006 and 1009C:
- Half Duplex, Each 1L6B+ $ 35.50 N
- Full Duplex, Each 1L6D+ $ 35.50 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Channel between first terminations on
different premises on noncontinuous
property:
- Local Loop for each first
termination on a premise.
- Schedule O
- Type 1001:
- Half Duplex, Each 1L6BP $ 24.00 N
- Full Duplex, Each 1L6DP $ 46.75 N
- CPE Termination
- Each 27BSQ N $ 140.00
- Schedule 1, 2, and 3
- Types 1002 and 1005:
- Half Duplex, Each 1L68P $ 36.75 N
- Full Duplex, Each 1L6DP $ 36.75 N
- CPE Termination
- Each 27BSQ N $ 140.00
- Schedule 3A
- Types 1006 and 1009C:
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Channel or service also NOTE 5: See "Channel between first terminations on
requires a Local Loop for each different premises on noncontinuous property", above,
station location on noncontinuous for rates.
property./6/ In addition, Channel NOTE 6: See "Channel between first 2 terminations on
between first termination on different premises on the same continuous property",
different premises on the same above, for rates.
continuous property/6/, and NOTE 7: See "Additional termination of the same Channel
additional termination on on different premises on the same continuous property as
different premises on the same the first termination", above, for rates.
continuous property, also apply if
applicable./7/
- Station Arrangement - 150 Baud Service
- The charge applies:
- once to a Channel entirely on
the same premises
- to each first termination on
different premises
- Station Arrangement, Each
- Channels for Data Transmission
- Charges and Rates
- Local or interexchange Private Line
Channels
- Channel between first 2
terminations on different premises
on the same continuous property:
- Schedule O See PL B3.2.1.C.3 for descriptions of Private Line
Channel types.
- Type 1001:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination:
- Each
- Schedule 1, 2, and 3
- Types 1002 and 1005:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination:
- Each
- Schedule 3A
- Types 1006 and 1009C:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination:
- Each
- Channel between first terminations on
different premises on noncontinuous
property:
- Local Loop for each first
termination on a premise.
- Schedule O
- Type 1001:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination
- Each
- Schedule 1, 2, and 3
- Types 1002 and 1005:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination
- Each
- Schedule 3A
- Types 1006 and 1009C:
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non-
NEVADA BELL Service Name Para) USOC Recurring Recurring
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- Half Duplex, Each 1L6BP $ 35.50 N
- Full Duplex, Each 1L6DP $ 35.50 N
- CPE Termination
- Each 27BSQ N $ 140.00
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Schedule O
- Type 1001:
- Half Duplex, Each 1L6B3 $ 12.25 N
- Full Duplex, Each 1L6D3 $ 23.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Schedule 1, 2, 3, and 3A
- Types 1002, 1005, 1006 and 1009C:
- Half Duplex, Each 1L6B3 $ 17.75 N
- Full Duplex, Each 1L6D3 $ 17.75 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Channels between Exchanges (Interexchange PL B3.2.1.C.4.b
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
in a Central Office
- Half or Full Duplex:
- Channel Terminal, Each P3N $ 17.00 N
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- Schedule O:
- 0-40 Miles
- Half Duplex 1L6A4 $ 4.65 N
- Full Duplex 1L6C4 $ 4.65 N
- Next 210 Miles
- Half Duplex 1L6A4 $ 2.55 N
- Full Duplex 1L6C4 $ 2.55 N
- Each Additional Mile
- Half Duplex 1L6A4 $ 1.80 N
- Full Duplex 1L6C4 $ 1.80 N
- Schedule 1, 2, 3, and 3A:
- 0-40 Miles
- Half Duplex 1L6A4 $ 3.75 N
- Full Duplex 1L6C4 $ 3.75 N
- Next 210 Miles
- Half Duplex 1L6A4 $ 1.50 N
- Full Duplex 1L6C4 $ 1.50 N
- Each Additional Mile
- Half Duplex 1L6A4 $ 1.00 N
- Full Duplex 1L6C4 $ 1.00 N
- Each channel also requires a local loop for each
station location on noncontinuous property./8/
In addition, Channel between first terminations
on different premises on the same continuous
Property, /9/ and additional termination on
different premises on the same continuous
property, also apply, if applicable. /10/
Series 2000 Channels PL B3.2.2
- Private Line Telephone Service and Channels PL B3.2.2.A
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Wholesale Offered
NEVADA BELL Nevada Bell Retail Rate Discount %
- -----------------------------------------------------------------------------------------------------------------------------------
Per Use Minute Message Mileage Non-
NEVADA BELL Service Name Charge Charge Charge Charge Recurring Recurring
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination
- Each 13.51%
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Schedule O
- Type 1001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Schedule 1, 2, 3, and 3A
- Types 1002, 1005, 1006 and 1009C:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channels between Exchanges (Interexchange
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
in a Central Office
- Half or Full Duplex:
- Channel Terminal, Each 13.51%
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- Schedule O:
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Schedule 1, 2, 3, and 3A:
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each channel also requires a local loop for each
station location on noncontinuous property./8/
In addition, Channel between first terminations
on different premises on the same continuous
Property, /9/ and additional termination on
different premises on the same continuous
property, also apply, if applicable. /10/
Series 2000 Channels
- Private Line Telephone Service and Channels
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- ----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination
- Each
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination:
- Schedule O
- Type 1001:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination:
- Each
- Schedule 1, 2, 3, and 3A
- Types 1002, 1005, 1006 and 1009C:
- Half Duplex, Each
- Full Duplex, Each
- CPE Termination:
- Each
- Channels between Exchanges (Interexchange
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
in a Central Office
- Half or Full Duplex:
- Channel Terminal, Each
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- Schedule O:
- 0-40 Miles
- Half Duplex
- Full Duplex
- Next 210 Miles
- Half Duplex
- Full Duplex
- Each Additional Mile
- Half Duplex
- Full Duplex
- Schedule 1, 2, 3, and 3A:
- 0-40 Miles
- Half Duplex
- Full Duplex
- Next 210 Miles
- Half Duplex
- Full Duplex
- Each Additional Mile
- Half Duplex
- Full Duplex
- Each channel also requires a local loop for each NOTE 8: See "Channel between first terminations on different premises
station location on noncontinuous property./8/ on noncontinuous property", above for rates.
In addition, Channel between first terminations NOTE 9: See "Channel between first 2 terminations on different premises
on different premises on the same continuous on the same continuous property", above for rates.
Property, /9/ and additional termination on Note 10: See "Additional termination of the same Channel on different
different premises on the same continuous premises on the same continuous property as the first termination", above
property, also apply, if applicable. /10/ for rates.
Series 2000 Channels
- Private Line Telephone Service and Channels
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
21 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE
EXHIBIT A LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- Charges and Rates PL B3.2.2.A.2
- Local or Interexchange Private Line Telephone
Service and Channels PL B3.2.2.A.2.b
- Channel between the first 2 terminations on
different premises on the same continuous
property:
- Half Duplex:
- Type 2001, Each 1LPJ+ $ 46.75 N
- Type 2002, Each 1L1B+ $ 46.75 N
- Full Duplex:
- Type 2001, Each 1LPN+ $ 46.75 N
- Type 2002, Each 1L1F+ $ 46.75 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Channel between first terminations on different
premises on noncontinuous property
- Half Duplex:
- Type 2001, Each 1LPJP $ 46.75 N
- Type 2002, Each 1L1BP $ 46.75 N
- Full Duplex:
- Type 2001, Each 1LPNP $ 46.75 N
- Type 2002, Each 1L1FP $ 46.75 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination
- Half Duplex:
- Type 2001, Each 1LPJ3 $ 23.50 N
- Type 2002, Each 1L1B3 $ 23.50 N
- Full Duplex:
- Type 2001, Each 1LPN3 $ 23.50 N
- Type 2002, Each 1L1F3 $ 23.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Signalling (if required) PL B3.2.2.A.2.c
- Per Local Loop or Channel AS2 $ 19.25 N
- Channels between Exchanges (Interexchange PL B3.2.2.A.2.d
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Channel Terminal:
- Each P3N $ 17.00 N
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- First 40 Miles:
- Half Duplex, Each 1LPJ4 $ 21.0 N
- Full Duplex, Each 1LPN4 $ 21.0 N
- Next 210 Miles:
- Half Duplex, Each 1L1A4 $ 1.95 N
- Full Duplex, Each 1L1E4 $ 1.95 N
- Each Additional Mile:
- Half Duple, Each 1L1A4 $ 0.60 N
- Full Duplex, Each 1L1E4 $ 0.60 N
- Each Channel or service also requires a Local
Loop for each station location on noncontinuous
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- -----------------------------------------------------------------------------------------------------------------------------------
Minute Message Mileage Non-
NEVADA BELL Service Name Charge Charge Charge Recurring Recurring
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- Charges and Rates
- Local or Interexchange Private Line Telephone
Service and Channels
- Channel between the first 2 terminations on
different premises on the same continuous
property:
- Half Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- Full Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channel between first terminations on different
premises on noncontinuous property
- Half Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- Full Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- CPE Termination:
- Each 13.51%
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination
- Half Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- Full Duplex:
- Type 2001, Each 13.51%
- Type 2002, Each 13.51%
- CPE Termination:
- Each 13.51%
- Signalling (if required)
- Per Local Loop or Channel 13.51%
- Channels between Exchanges (Interexchange
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Channel Terminal:
- Each 13.51%
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- First 40 Miles:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Next 210 Miles:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Each Additional Mile:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Each Channel or service also requires a Local
Loop for each station location on noncontinuous
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Service Name Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- Charges and Rates
- Local or Interexchange Private Line Telephone
Service and Channels
- Channel between the first 2 terminations on
different premises on the same continuous
property:
- Half Duplex:
- Type 2001, Each
- Type 2002, Each
- Full Duplex:
- Type 2001, Each
- Type 2002, Each
- CPE Termination:
- Each
- Channel between first terminations on different
premises on noncontinuous property
- Half Duplex:
- Type 2001, Each
- Type 2002, Each
- Full Duplex:
- Type 2001, Each
- Type 2002, Each
- CPE Termination:
- Each
- Additional termination of the same Channel on
different premises on the same continuous
property as the first termination
- Half Duplex:
- Type 2001, Each
- Type 2002, Each
- Full Duplex:
- Type 2001, Each
- Type 2002, Each
- CPE Termination:
- Each
- Signalling (if required)
- Per Local Loop or Channel
- Channels between Exchanges (Interexchange
Channels):
- Each Channel Terminal for terminating a 2-point
Channel or 2-point section of a Multipoint Channel
In a Central Office
- Channel Terminal:
- Each
- Interexchange Channel mileage for each 2-point
Channel or 2-point section of a Multipoint Channel,
per airline mile, per month
- First 40 Miles:
- Half Duplex, Each
- Full Duplex, Each
- Next 210 Miles:
- Half Duplex, Each
- Full Duplex, Each
- Each Additional Mile:
- Half Duplex, Each
- Full Duplex, Each
- Each Channel or service also requires a Local
Loop for each station location on noncontinuous NOTE 1: See "Channel between first terminations on different premises
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts. 22 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL Nevada Bell Retail Rates
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use Minute Message
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
property. /1/ In addition, a Channel
between first terminations on
different premises on the same
continuous property, /2/ and additional
termination of the same Channel on
different premises on the same
continuous property also apply. /3/ If
applicable.
- Where a switching arrangement is
provided, each station or termination
on an interexchange Service or
Channel at the switching point
requires a Local Loop and Channel
terminal for each of the Inter-
exchange Private Lines to which it is
connected and which can be operated
as a separate private line.
- Switching Arrangements (See PL B3.2.2.A.2.e
Regulation 1.(1))
- A charge applies at the switching
point for each Local or
interexchange Private Line arranged
for Switching.
- Switching Arrangement:
- Local Service or Channel:
- Each 29A $ 10.00 N
- Interexchange Service or Channel:
- Each XPL $ 10.00 N
- Private Line Services and Channels for PL B3.2.2.B
Data Transmission
- Charges and Rates PL B3.2.2.B.4
- Local or interexchange Private PL B3.2.2.B.4.a
Line Channels
- Channel between first 2 terminations
on different premises on the same
continuous property
- Types 2001, 2002, and 2006:
- Half Duplex, Each 1L6B+ $ 35.50 N
- Full Duplex, Each 1L6D+ $ 35.50 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Channel between first terminations
on different premises on
noncontinuous property
- Local Loop for each first
termination on a premise
- Types 2001, 2002, and 2006:
- Half Duplex, Each 1L6BP $ 35.50 N
- Full Duplex, Each 1L6DP $ 35.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Additional termination of the same
Channel on different premises on
the same continuous property as the
first termination
- Types 2001, 2002, and 2006:
- Half Duplex, Each 1L6B3 $ 17.75 N
- Full Duplex, Each 1L6D3 $ 17.75 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Channels between Exchanges (Interexchange
Channels) PL B3.2.2.B.4.b
- Each channel terminal for terminating a 2-
point Channel or 2-point section of a
Multipoint Channel,
In a Central Office
- Half or Full Duplex
- Channel Terminal, Each P3N $ 17.00 N
- Interexchange Channel mileage for each
2-point
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Mileage Non-
NEVADA BELL Service Name Charge Recurring Recurring Notes and References Relate to Retail Services
Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
property. /1/ In addition, a Channel on noncontinuous property", above, for rates.
between first terminations on NOTE 2: See "Channel between first 2
different premises on the same terminations on different premises on the
continuous property, /2/ and additional same continuous property", above, for rates.
termination of the same Channel on NOTE 3: See "Additional termination of the
different premises on the same same Channel on different premises on the
continuous property also apply. /3/ If same continuous property as the first
applicable. termination", above, for rates.
- Where a switching arrangement is
provided, each station or termination
on an interexchange Service or
Channel at the switching point
requires a Local Loop and Channel
terminal for each of the Inter-
exchange Private Lines to which it is
connected and which can be operated
as a separate private line.
- Switching Arrangements (See
Regulation 1.(1))
- A charge applies at the switching
point for each Local or
Interexchange Private Line arranged
for Switching.
- Switching Arrangement:
- Local Service or Channel:
- Each 13.51%
- Interexchange Service or Channel:
- Each 13.51%
- Private Line Services and Channels for
Data Transmission
- Charges and Rates
- Local or interexchange Private
Line Channels
- Channel between first 2 terminations
on different premises on the same
continuous property
- Types 2001, 2002, and 2006:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channel between first terminations
on different premises on
noncontinuous property
- Local Loop for each first
termination on a premise
- Types 2001, 2002, and 2006:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Additional termination of the same
Channel on different premises on
the same continuous property as the
first termination
- Types 2001, 2002, and 2006:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channels between Exchanges (Interexchange
Channels)
- Each channel terminal for terminating a 2-
point Channel or 2-point section of a
Multipoint Channel,
In a Central Office
- Half or Full Duplex
- Channel Terminal, Each 13.51%
- Interexchange Channel mileage for each
2-point
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell. For rates that are cross-referenced,
see the referenced section for rates and discounts.
23 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS
EXHIBIT A SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Channel or 2-point section of a
Multipoint Channel,
per airline mile, per month
- Schedule 3A:
- 0-40 Miles
- Half Duplex 1L6A4 $ 3.75 N
- Full Duplex 1L6C4 $ 3.75 N
- Next 210 Miles
- Half Duplex 1L6A4 $ 1.50 N
- Full Duplex 1L6C4 $ 1.50 N
- Each Additional Mile
- Half Duplex 1L6A4 $ 1.00 N
- Full Duplex 1L6C4 $ 1.00 N
- Each channel also requires a
local loop for each station
location on noncontinuous
property/4/
In addition, Channel between
first terminations on
different premises on the same
continuous property,/5/ and
additional termination of the
same Channel on different premises
on the same continuous property,
/6/ also apply, if applicable
Series 3000 Channels PL B3.2.3
- Channels for Remote Metering, Supervisory
Control and
Miscellaneous Signaling Purposes PL B3.2.3.A.
- Charges and Rates PL B3.2.3.A.5
- Local or Interexchange Private Line
Channels- PL B3.2.3.A.5.a
Type 3001
- Channel between first 2 terminations
on different premises on the same
continuous property
- Type 3001:
- Half Duplex, Each 1L3A+ $ 40.00 N
- Full Duplex, Each 1L3C+ $ 60.50 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Channel between first terminations
on different premises on
noncontinuous property
- Local Loop for Each First Termination
- Type 3001:
- Half Duplex, Each 1L3AP $ 40.00 N
- Full Duplex, Each 1L3CP $ 60.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Additional termination of the same
Channel on different premises on
the same continuous property as the
first termination
- Type 3001:
- Half Duplex, Each 1L3A3 $ 20.25 N
- Full Duplex, Each 1L3C3 $ 30.25 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Channels between Exchanges
(Interexchange Channels) PL B3.2.3.A.5.b
- Each channel terminal for
terminating a 2-point or
2-point section of a Multipoint
Channel in a Central Office
- Half Duplex:
- Channel Terminal, Each P3N $ 17.00 N
- Interexchange Channel mileage for
each 2-point Channel or 2-point
section of a Multipoint Channel,
per airline mile, per month
<CAPTION>
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Recurring Non-Recurring Notes and References Relate to Retail
Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Channel or 2-point section of a
Multipoint Channel,
per airline mile, per month
- Schedule 3A:
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each channel also requires a
local loop for each station NOTE 4: See "Channel between first
location on noncontinuous terminations on different premises on
property/4/ noncontinuous property", above, for rates.
In addition, Channel between NOTE 5: See "Channel between first 2
first terminations on terminations on different premises on the
different premises on the same same continuous property", above, for rates.
continuous property,/5/ and NOTE 6: See "Additional termination of the
additional termination of the same Channel on different premises on the
same Channel on different premises same continuous property as the first
on the same continuous property, termination", above, for rates.
/6/ also apply, if applicable
Series 3000 Channels
- Channels for Remote Metering, Supervisory
Control and
Miscellaneous Signaling Purposes
- Charges and Rates
- Local or Interexchange Private Line
Channels-
Type 3001
- Channel between first 2 terminations
on different premises on the same
continuous property
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channel between first terminations
on different premises on
noncontinuous property
- Local Loop for Each First Termination
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Additional termination of the same
Channel on different premises on
the same continuous property as the
first termination
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channels between Exchanges
(Interexchange Channels)
- Each channel terminal for
terminating a 2-point or
2-point section of a Multipoint
Channel in a Central Office
- Half Duplex:
- Channel Terminal, Each 13.51%
- Interexchange Channel mileage for
each 2-point Channel or 2-point
section of a Multipoint Channel,
per airline mile, per month
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
24 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/ Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- First 40 miles
- Half Duplex, Each 1L3A4 $ 2.10 N
- Full Duplex, Each 1L3C4 $ 2.10 N
- Next 210 Miles
- Half Duplex, Each 1L3A4 $ 1.95 N
- Full Duplex, Each 1L3C4 $ 1.95 N
- Each Additional Mile
- Half Duplex, Each 1L3A4 $ 0.60 N
- Full Duplex, Each 1L3C4 $ 0.60 N
- Each Interexchange Channel also requires a
Local Loop for each station location on non-
continuous property./1/ If applicable, additional
termination of the same Channel on different
premises on the same continuous property
as the first termination,/2/ also applies.
- Station Arrangement - 150 Bauds
- This change applies:
- once to a Channel entirely on same premises
- to each first termination on different premises
- Station Arrangement, Each 4GTMS $ 75.00 N
- Channel conditioning arrangements may be
provided for Type 3001 Channels with the rates
and provisions of Tariff PL B3.3.1.
- Signalling for Type 3001 Channels (if required)
- Per Local Loop or Channel Arranged/3/ AS1 $ 6.25 N
- A change in termination from 1 channel to another
at the customer's request will be treated as a
new installation.
- Channels for Data Transmission PL B3.2.3.B
- Charges and Rates PL B3.2.3.B.4
- Local or Interexchange Private Line Channels-
Schedules 3A and 4 PL B3.2.3.B.4.a
- Channel between first 2 terminations on different
premises on the same continuous property
- Type 3001:
- Half Duplex, Each 1L6B+ $ 35.50 N
- Full Duplex, Each 1L6D+ $ 35.50 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Type 3002:
- Half Duplex, Each 1L6B+ $ 40.00 N
- Full Duplex, Each 1L6D+ $ 60.00 N
- CPE Termination:
- Each AEVSQ N $ 70.00
- Channel between first terminations on different
premises on noncontinuous property
- Local Loop for each first termination on a
premises
- Type 3001:
- Half Duplex, Each 1L6BP $ 35.50 N
- Full Duplex, Each 1L6DP $ 35.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Type 3002:
- Half Duplex, Each 1L6BP $ 40.00 N
- Full Duplex, Each 1L6DP $ 60.50 N
- CPE Termination:
- Each 27BSQ N $ 140.00
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate to
NEVADA BELL Service Name Charge Charge Recurring Recurring Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- First 40 miles
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Next 210 Miles
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Each Additional Mile
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Each Interexchange Channel also requires a
Local Loop for each station location on non-
continuous property./1/ If applicable, additional NOTE 1: See "Channel between
termination of the same Channel on different first terminations on different
premises on the same continuous property premises on noncontinuous
as the first termination,/2/ also applies. property", termination of the
same Channel on different
above, for rates
NOTE 2: See "Additional
premises on the same continuous
property as the first
termination", above, for rates.
- Station Arrangement - 150 Bauds
- This change applies:
- once to a Channel entirely on same premises
- to each first termination on different premises
- Station Arrangement, Each 13.51%
- Channel conditioning arrangements may be
provided for Type 3001 Channels with the rates
and provisions of Tariff PL B3.3.1. NOTE 3: For Local Loop Rate see
"Channel between first
terminations on different
- Signalling for Type 3001 Channels (if required) premises on noncontinuous
property", above. Or see
Channel Rate in "Channel
- Per Local Loop or Channel Arranged/3/ 13.51% between first 2 terminations on
different premises on the
- A change in termination from 1 channel to another same continuous property",
at the customer's request will be treated as a above.
new installation.
- Channels for Data Transmission
- Charges and Rates
- Local or Interexchange Private Line Channels-
Schedules 3A and 4
- Channel between first 2 terminations on different
premises on the same continuous property
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Type 3002:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Channel between first terminations on different
premises on noncontinuous property
- Local Loop for each first termination on a
premises
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Type 3002:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
25 of 30
<PAGE>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS
EXHIBIT A SERVICES AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- Additional termination of the
same Channel on different premises
on the same continuous property
as the first termination
- Type 3001:
- Half Duplex, Each 1L6B3 $ 17.75 N
- Full Duplex, Each 1L6D3 $ 17.75 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Type 3002:
- Half Duplex, Each 1L6B3 $ 20.25 N
- Full Duplex, Each 1L6D3 $ 30.25 N
- CPE Termination:
- Each 27BSQ N $ 140.00
- Bulk Pricing (for large volumes
of Type 3002) (See NOTE 4 for
nonrecurring change information)
- Channel between first terminations
on different premises on
noncontinuous property
- Local Loop for each first
termination on a premises
- Half Duplex, Each 1L9B+ $ 25.06 Y
- Full Duplex, Each 1L9D+ $ 47.40 Y
- Channel Terminal, Bulk Pricing:
- Half Duplex, Each P3N9+ $ 12.00 N
- Full Duplex, Each P3N9+ $ 12.00 N
- Interoffice Channel Mileage Bulk
Pricing for each two-point channel
or two-point section of a multi-
point channel, -per airline mile,
per month/5/ 1L9A+ $ 1.11 N
- Change to meet Bulk Pricing
"minimum" channel service
change requirement
- per channel MNMM+ $ 90.04 N
- Channels between Exchanges (Interexchange
Channels) PL B3.2.3.B.4.b
- Each Channel terminal for terminating a
2-point Channel or 2-point section
of a Multipoint Channel in a
Central Office
- Channel Terminal, Each P3N $ 17.00 N
- Interexchange channel mileage for each
2-point Channel or 2-point section
of a Multipoint Channel per airline
mile, per month
- Schedule 3A:
- 0-40 Miles
- Half Duplex 1L6A4 $ 3.75 N
- Full Duplex 1L6C4 $ 3.75 N
- Next 210 Miles
- Half Duplex 1L6A4 $ 1.50 N
- Full Duplex 1L6C4 $ 1.50 N
- Each Additional Mile
- Half Duplex 1L6A4 $ 1.00 N
- Full Duplex 1L6C4 $ 1.00 N
- Schedule 4:
- 0-40 Miles
- Half Duplex 1L6A4 $ 2.10 N
- Full Duplex 1L6C4 $ 2.10 N
- Next 210 Miles
- Half Duplex 1L6A4 $ 1.95 N
- Full Duplex 1L6C4 $ 1.95 N
- Each Additional Mile
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEVADA BELL
Nevada Bell
Wholesale Offered
Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Mileage Non- Notes and References Relate to Retail Services
NEVADA BELL Service Name Charge Recurring Recurring Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- Additional termination of the
same Channel on different premises
on the same continuous property
as the first termination
- Type 3001:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Type 3002:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- CPE Termination:
- Each 13.51%
- Bulk Pricing (for large volumes See this section for additional regulations and
of Type 3002) (See NOTE 4 for conditions on Bulk Pricing
nonrecurring change information) NOTE 4: The customer is subject to all
appropriate nonrecurring changes as
- Channel between first terminations outlined in these tariffs for installations,
on different premises on additions, moves or changes associated with rate
noncontinuous property elements covered by Bulk Pricing.
- Local Loop for each first
termination on a premises
- Half Duplex, Each 13.51% SEE NOTE 4.
- Full Duplex, Each 13.51% See NOTE 4.
- Channel Terminal, Bulk Pricing:
- Half Duplex, Each 13.51%
- Full Duplex, Each 13.51%
- Interoffice Channel Mileage Bulk
Pricing for each two-point channel
or two-point section of a multi-
point channel, -per airline mile, NOTE 5: Mileage measurement between wire centers
per month/5/ 13.51% is calculated as detailed in Tariff PL. B3.4.
- Change to meet Bulk Pricing
"minimum" channel service
change requirement
- per channel 13.51%
- Channels between Exchanges (Interexchange
Channels)
- Each Channel terminal for terminating a
2-point Channel or 2-point section
of a Multipoint Channel in a
Central Office
- Channel Terminal, Each 13.51%
- Interexchange channel mileage for each
2-point Channel or 2-point section
of a Multipoint Channel
per airline mile, per month
- Schedule 3A;
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
- Half Duplex 13.51%
- Full Duplex 13.51%
- Schedule 4:
- 0-40 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Next 210 Miles
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each Additional Mile
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
26 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- Half Duplex 1L6A4 $ 0.60 N
- Full Duplex 1L6C4 $ 0.60 N
- Each channel also requires a
local loop for each station
location on noncontinuous
property/6/
In addition, channel between
first terminations on
different premises on the
same continuous property,/7/
and additional termination
on different premises on the
same continuous property/8/
also apply, if applicable.
- Signaling for Schedule 4
Channels (if required)
- Local Loop or Channel:
- Arranged for Signaling AS1 $ 6.25 N
- Station Arrangements - Schedule
3A
- The rate applies:
- once to a Channel entirely on
same premises
- to each first termination on
different premises
- Station Arrangement, Each 4GTMS $ 75.00 N
- Switching Arrangements for
Schedule 4 Channels are furnished
with the rates and provisions of
Tariff PL B3.2.2.
- Channel Conditioning for Schedule
4 Channels is furnished with
the rates and provisions of Tariff PL B3.3.1.
- Local Area Data Channels (LADC) PL B3.2.3.C
- Charges and Rates PL B3.2.3.C.3
- Channel between first two
terminations on different premises
on the same continuous property/9/
- Type:
- 2-wire, Each 1L6G+ $ 60.50 N
- 4-wire, Each 1L8G+ $ 60.50 N
- Termination
- Each AVESQ N $ 70.00
- Channel between two
terminations:
- Local Loop for each
termination
- Type:
- 2-wire, Each 1L6GP $ 60.50 N
- 4-wire, Each 1L8GP $ 60.50 N
- Termination:
- Each 27BSQ N $ 140.00
Other Channels PL B3.2.12
- Bell and Lights System Attack Warning
Service
This service is not offered at this PL B3.2.12.A
time.
- Farmer Lines PL B3.2.12.B
- Rates and Charges PL B3.2.12.B.4
- Connection Charge
- Each connection made with
customer-owned facilities./1/ Y
- Channel Rate - Each Channel
-In Cable
- Each one-quarter mile or fraction
thereof, airline measurement, per 1LXH9 $ 8.00 N
year/2/
- Open Wire
- First one-quarter mile or fraction
thereof, airline measurement, per
month./2/ 1LXHR $ 2.70 N
- Each additional one-quarter mile
or fraction thereof, airline
measurement, per month/2/ N $ 1.30 N
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
- -----------------------------------------------------------------------------------------------------------------------------------
Non- Notes and References Relate to Retail Services Only
Recurring Recurring
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- Half Duplex 13.51%
- Full Duplex 13.51%
- Each channel also requires a
local loop for each station NOTE 6: See "Channel between first terminations on
location on noncontinuous different premises on noncontinuous property", above, for
property/6/ rates.
In addition, channel between NOTE 7: See "Channel between first 2 terminations on
first terminations on different premises on the same continuous property", above,
different premises on the for rates.
same continuous property,/7/ NOTE 8: See "Additional termination of the same channel on
and additional termination different premises on the same continuous property as the
on different premises on the first termination", above, for rates.
same continuous property/8/
also apply, if applicable.
- Signaling for Schedule 4
Channels (if required)
- Local Loop or Channel:
- Arranged for Signaling 13.51%
- Station Arrangements - Schedule
3A
- The rate applies:
- once to a Channel entirely on
same premises
- to each first termination on
different premises
- Station Arrangement, Each 13.51%
- Switching Arrangements for
Schedule 4 Channels are furnished
with the rates and provisions of
Tariff PL B3.2.2.
- Channel Conditioning for Schedule
4 Channels is furnished with
the rates and provisions of
Tariff PL B3.3.1.
- Local Area Data Channels (LADC)
- Charges and Rates
- Channel between first two
terminations on different premises
on the same continuous property/9/ NOTE 9: See Regulations - Special Conditions
- Type: (PL B3.2.3.C.2 g)
- 2-wire, Each 13.51%
- 4-wire, Each 13.51%
- Termination
- Each 13.51%
- Channel between two
terminations:
- Local Loop for each
termination
- Type:
- 2-wire, Each 13.51%
- 4-wire, Each 13.51%
- Termination:
- Each 13.51%
Other Channels
- Bell and Lights System Attack Warning
Service
This service is not offered at this
time.
- Farmer Lines
- Rates and Charges
- Connection Charge
- Each connection made with
customer-owned facilities./1/ NOTE 1: Multi-Element Service Charges apply as specified in
- Channel Rate - Each Channel Tariff NE A3.1.1.
-In Cable
- Each one-quarter mile or fraction
thereof, airline measurement, per
year/2/ 13.51% This is a per year charge.
- Open Wire NOTE 2: For Mileage Measurements, see Regulations, PL
- First one-quarter mile or fraction B3.2.12.B.3.C
thereof, airline measurement, per
month./2/ 13.51%
- Each additional one-quarter mile
or fraction thereof, airline
measurement, per month/2/ 13.51%
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For
tariff-exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
27 of 30
<PAGE>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES
EXHIBIT A AVAILABLE FOR RESALE
Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell
Tariff Site Service
(Name, Sect, Monthly Charge/Non- Per Use Minute
NEVADA BELL Service Name Para) USOC Recurring Recurring Charge Charge
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OTHER FEATURES AND ARRANGEMENTS PL B3.3
Classification and Rates - Channel Conditioning PL B3.3.1
- Charges and Rates PL B3.3.1.B
- Type C1, C2, and C4 Channel Conditioning
- For the First Station in an Exchange:
- On a 2-point Channel not arranged for
Switching:
- Type C1 P2W $12.50 $ 35.00
- Type C2 P3H $47.00 $ 65.00
- Type C4 P4G $57.00 $ 90.00
- On a 2-point Channel arranged for:
- Switching Type C1 P2X $25.00 $ 55.00
- Multi Point Type C1 P3G $25.00 $ 55.00
- On a Multi Point Channel:
- Type C2 P3W $60.00 $ 85.00
- For Each Additional Station on the Same Channel
and in the Same Exchange as the First Station:
- Type C1 P3E $ 7.50 $ 25.00
- Type C2 P3B $25.50 $ 39.00
- Type C4 P4H $26.00 $ 42.00
- Type D1, High Performance Data Conditioning applies
to Schedule 4 Channels for data transmission.
- When High Performance Data Conditioning is
ordered subsequent to the installation of the Data
Channel, a charge equal to the installation Charge
for the Local Channel will apply for each Local
Channel in addition to the charge for the High
Performance Data Conditioning.
- On a 2-point Channel not arranged for switching:
- Type D1, per Channel QHA N $850.00
Classification and Rates - Signaling Options PL B3.3.2
- Charges and Rates PL B3.3.2.B
- Dial Conditioning Arrangement used
with Channels
Between Non-contiguous Exchanges
- The dial conditioning
arrangement charge would
not apply when furnished at a
service point equipped with an
interexchange switching arrangement.
- Dial Signaling Arrangement:
- Per Point Service 13F $ 5.75 N
- Dial Termination Arrangement:
- Per Point Service 27E $ 5.75 N
Classification and Rates - Multipoint Service and
Multistation Arrangements PL B3.3.8
- Charges and Rates PL B3.3.8.C
- Intraexchange
- Multipoint Charge:
- Per Central Office Terminati on BQ7 $ 2.75 $ 20.00
- Interexchange
- Multipoint Charge:
- Per Central Office Termination BGA $ 3.50 $ 20.00
V & H PL B3.4
- See this tariff for a list of rate
centers and central offices in the
State of Nevada, together with V & H
(vertical and horizontal) coordinates
for use in
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
NEVADA BELL Offered Discount %
- ------------------------------------------------------------------------------------------------------------------------------------
Message Mileage Non- Notes and References Relate
NEVADA BELL Service Name Charge Charge Recurring Recurring to Retail Services Only
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OTHER FEATURES AND ARRANGEMENTS
Classification and Rates - Channel Conditioning
- Charges and Rates
- Type C1, C2, and C4 Channel Conditioning See PL B3 3 1 A for regulations
- For the First Station in an Exchange: and descriptions of types.
- On a 2-point Channel not arranged for
Switching:
- Type C1 13.51% 13.51%
- Type C2 13.51% 13.51%
- Type C4 13.51% 13.51%
- On a 2-point Channel arranged for:
- Switching Type C1 13.51% 13.51%
- Multi Point Type C1 13.51% 13.51%
- On a Multi Point Channel:
- Type C2 13.51% 13.51%
- For Each Additional Station on the Same Channel
and in the Same Exchange as the First Station:
- Type C1 13.51% 13.51%
- Type C2 13.51% 13.51%
- Type C4 13.51% 13.51%
- Type D1, High Performance Data Conditioning applies
to Schedule 4 Channels for data transmission.
- When High Performance Data Conditioning is
ordered subsequent to the installation of the Data
Channel, a charge equal to the installation Charge
for the Local Channel will apply for each Local
Channel in addition to the charge for the High
Performance Data Conditioning.
- On a 2-point Channel not arranged for
Switching:
- Type D1, per Channel 13.51%
Classification and Rates - Signalling Options
- Charges and Rates
- Dial Conditioning Arrangement used
with Channels
Between Non-contiguous Exchanges
- The dial conditioning
arrangement charge would
not apply when furnished at a
service point equipped with an
interexchange switching
arrangement.
- Dial Signalling Arrangement:
- Per Point Service 13.51%
- Dial Termination Arrangement:
- Per Point Service 13.51%
Classification and Rates - Multipoint Service and
Multistation Arrangements
- Charges and Rates
- Intraexchange
- Multipoint Change:
- Per Central Office Termination 13.51% 13.51%
- Interexchange
- Multipoint Charge:
- Per Central Office Termination 13.51% 13.51%
V & H
- See this tariff for a list of rate
centers and central offices in the
State of Nevada, together with V & H
(vertical and horizontal) coordinates
for use in
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell.
For rates that are cross-referenced, see the referenced section for rates and
discounts.
28 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Service
Tariff Site Charge/Non-
(Name, Sect, Monthly Recurring Per Use Minute Message Mileage
NEVADA BELL Service Name Para) USOC Recurring Charge Charge Charge Charge
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
determining air-line mileages for private
line services.
DIGITAL ACCESS SERVICE PL B5
DIGITAL DATA SERVICE PL B5.1
Rates and Charges PL B5.1.D
- Channels Between Digital Cities
- The rates below apply for each two-point
channel section furnished between Digital
City Rate Centers.
- Airline Mileage
- Each mile at 2.4 Kbps 1L7E4 $ 1.50 N
- Each mile at 4.8 Kbps 1L7F4 $ 1.50 N
- Each mile at 9.6 Kbps 1L7G4 $ 1.50 N
- Each mile at 56 Kbps 1L7H4 $ 1.50 N
- Channels
- Each channel at 2.4 Kbps 1L7E4 $ 70.00 N
- Each channel at 4.8 Kbps 1L7F4 $ 89.00 N
- Each channel at 9.6 Kbps 1L7G4 $152.00 N
- Each channel at 56 Kbps 1L7H4 $250.00 N
- Local Distribution Channel
- The rates below apply for each two-point
Local Distribution Channel terminated at
a station in a Digital City Serving Area,
thereby providing a path for digital
transmission between the Serving Wire
Center Central Office and the customer's
premises.
- Transmission speed
- 2.4 Kbps LCDD2 $ 77.00 $ 490.00
- 4.8 Kbps LCDD4 $ 89.00 $ 490.00
- 9.6 Kbps LCDD9 $100.00 $ 490.00
- 56 Kbps LCDD5 $300.00 $ 490.00
- Interoffice Digital Channel
- The rates below apply for each two point
channel section furnished between the
Principal Central Office and the Serving
Central Office.
- Transmission speed per channel
- 2.4 Kbps 1LD2X $ 42.00 N
- 4.8 Kbps 1LD4X $ 48.00 N
- 9.6 Kbps 1LD9X $ 55.00 N
- 56 Kbps 1LD5X $165.00 N
- Transmission speed per airline mile
- 2.4 Kbps 1LD2X $ 1.15 N
- 4.8 Kbps 1LD4X $ 1.35 N
- 9.6 Kbps 1LD9X $ 1.50 N
- 56 Kbps 1LD5X $ 4.50 N
- Multi-Station Arrangement
- A monthly charge per station applies
when a Digital Data Service is arranged
for multi-station operation
- Each station DDZ $ 25.00 N
- Move Charges
- When Local Distribution Channels are
moved to a new location on the same
premises, one-half the installation
charge applies.
- When Local Distribution Channels are
moved to a new location on a different
premises, the installation charge applies.
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Non-
NEVADA BELL Service Name Recurring Recurring Notes and References Relate to Retail Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
determining air-line mileages for private
line services.
DIGITAL ACCESS SERVICE
DIGITAL DATA SERVICE
Rates and Charges
- Channels Between Digital Cities See Regulations and Descriptions in this section for
- The rates below apply for each two-point more detail on serving areas, etc.
channel section furnished between Digital
City Rate Centers.
- Airline Mileage
- Each mile at 2.4 Kbps 13.51%
- Each mile at 4.8 Kbps 13.51%
- Each mile at 9.6 Kbps 13.51%
- Each mile at 56 Kbps 13.51%
- Channels
- Each channel at 2.4 Kbps 13.51%
- Each channel at 4.8 Kbps 13.51%
- Each channel at 9.6 Kbps 13.51%
- Each channel at 56 Kbps 13.51%
- Local Distribution Channel
- The rates below apply for each two-point
Local Distribution Channel terminated at
a station in a Digital City Serving Area,
thereby providing a path for digital
transmission between the Serving Wire
Center Central Office and the customer's
premises.
- Transmission speed
- 2.4 Kbps 13.51% 13.51%
- 4.8 Kbps 13.51% 13.51%
- 9.6 Kbps 13.51% 13.51%
- 56 Kbps 13.51% 13.51%
- Interoffice Digital Channel
- The rates below apply for each two point
channel section furnished between the
Principal Central Office and the Serving
Central Office.
- Transmission speed per channel
- 2.4 Kbps 13.51%
- 4.8 Kbps 13.51%
- 9.6 Kbps 13.51%
- 56 Kbps 13.51%
- Transmission speed per airline mile
- 2.4 Kbps 13.51%
- 4.8 Kbps 13.51%
- 9.6 Kbps 13.51%
- 56 Kbps 13.51%
- Multi-Station Arrangement
- A monthly charge per station applies
when a Digital Data Service is arranged
for multi-station operation
- Each station 13.51%
- Move Charges
- When Local Distribution Channels are
moved to a new location on the same
premises, one-half the installation
charge applies.
- When Local Distribution Channels are
moved to a new location on a different
premises, the installation charge applies.
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced. See the
referenced section for rates and discounts.
29 of 30
<PAGE>
<TABLE>
<CAPTION>
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- ----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Retail Rates
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Service
Tariff Site Monthly Charge/Non- Per Use Minute Message Mileage
NEVADA BELL Service Name (Name, Sect, Para) USOC Recurring Recurring Charge Charge Charge Charge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH CAPACITY (HICAP) DIGITAL DATA SERVICE PL B5.2
Rates and Charges PL B5.2.E
- 1.544 Mbps. HICAP Service
- Channel Termination
- Initial circuit
- each channel termination TMECS $ 95.45 $ 300.00
- recurring 3-year term $ 85.91
- recurring 5-year term $ 76.37
- Each additional circuit (same two
locations)
- each channel termination TMECS $ 95.45 $ 150.00
- recurring 3-year term $ 85.91
- recurring 5-year term $ 76.37
- Channel mileage
- Channel Mileage Facility
- per mile CMF $ 6.77 N
- recurring 3-year term $ 6.77
- recurring 5-year term $ 6.77
- Channel Mileage Termination
- per termination CMT $ 55.66 N
- recurring 3-year term $ 50.09
- recurring 5-year term $ 44.52
- Optional Features and Functions
- Central Office Multiplexing
- DS-1 to Voice/Digital MQ1 $ 200.00 N
- recurring 3-year term $ 180.00
- recurring 5-year term $ 160.00
CONNECTIONS OF PREMISES EQUIPMENT TO PL B8
INTRASTATE PRIVATE LINE SERVICES
CONNECTING ARRANGEMENTS APPLICABLE TO
PRIVATE LINE SERVICE AND CHANNELS PL B8.1.18
Entrance Channels PL B8.1.18.F
- Individual Case Basis (ICB)
Arrangements are available for
resale at applicable wholsesale
rates.
Special Services and Channels for Misc.
Purposes PL B8.1.18.G
- Individual Case Basis (ICB)
Arrangements are available
for resale at applicable
wholsesale rates.
THE FOLLOWING NEVADA BELL SERVICES,
ALTHOUGH EXEMPT FROM STATE TARIFF
REQUIREMENTS, ARE AVAILABLE FOR RESALE AT
APPLICABLE WHOLESALE RATES:
- Centrax Services (Including Centrax
ISDN)
- ESS Optional Features (Custom Calling
Features)
APPENDIX RESALE LIST OF NEVADA BELL'S TELECOMMUNICATIONS SERVICES AVAILABLE FOR RESALE
EXHIBIT A Version Date 04-09-98
NEVADA/PAC-WEST TELECOMM, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Nevada Bell Wholesale
Offered Discount %
NEVADA BELL
- -----------------------------------------------------------------------------------------------------------------------------------
Non- Notes and References Relate to Retail
NEVADA BELL Service Name Recurring Recurring Services Only
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
HIGH CAPACITY (HICAP) DIGITAL DATA SERVICE
Rates and Charges
- 1.544 Mbps. HICAP Service
- Channel Termination
- Initial circuit
- each channel termination 13.51% 13.51%
- recurring 3-year term 13.51% This is a 3-year recurring rate.
- recurring 5-year term 13.51% This is a 5-year recurring rate.
- Each additional circuit (same two
locations)
- each channel termination 13.51% 13.51%
- recurring 3-year term 13.51% This is a 3-year recurring rate.
- recurring 5-year term 13.51% This is a 5-year recurring rate.
- Channel mileage
- Channel Mileage Facility
- per mile 13.51%
- recurring 3-year term 13.51% This is a 3-year recurring rate.
- recurring 5-year term 13.51% This is a 5-year recurring rate.
- Channel Mileage Termination
- per termination 13.51%
- recurring 3-year term 13.51% This is a 3-year recurring rate.
- recurring 5-year term 13.51% This is a 5-year recurring rate.
- Optional Features and Functions
- Central Office Multiplexing
- DS-1 to Voice/Digital 13.51%
- recurring 3-year term 13.51% This is a 3-year recurring rate.
- recurring 5-year term 13.51% This is a 5-year recurring rate.
CONNECTIONS OF PREMISES EQUIPMENT TO
INTRASTATE PRIVATE LINE SERVICES
CONNECTING ARRANGEMENTS APPLICABLE TO
PRIVATE LINE SERVICE AND CHANNELS
Entrance Channels
- Individual Case Basis (ICB)
Arrangements are
available for resale at applicable
wholsesale rates.
Special Services and Channels for Misc.
Purposes
- Individual Case Basis (ICB)
Arrangements are available
for resale at applicable
wholsesale rates.
THE FOLLOWING NEVADA BELL SERVICES,
ALTHOUGH EXEMPT FROM STATE TARIFF
REQUIREMENTS, ARE AVAILABLE FOR RESALE AT
APPLICABLE WHOLESALE RATES:
- Centrax Services (Including Centrax
ISDN)
- ESS Optional Features (Custom Calling
Features)
</TABLE>
Where the tariff and this matrix conflict, refer to the tariff. For tariff-
exempt services call Nevada Bell. For rates that are cross-referenced, see the
referenced section for rates and discounts.
30 of 30
<PAGE>
APPENDIX SS7
300
<PAGE>
TABLE OF CONTENTS
1. SERVICE DESCRIPTION
-------------------
1.1 SS7-Transport
1.2 Signaling Links .......................................................2
-----------------------------------------------------------------------
1.3 Transit Signalin ......................................................4
---------------------------------------------------------------
2. DEFINITIONS ............................................................4
------------------------------------------------------------------------
3. MANNER OF PROVISIONING .................................................6
------------------------------------------------------------------------
3.1 SS7 Transport ......................................................6
----------------------------------------------------------------
3.2 Signaling Links .......................................................6
-----------------------------------------------------------------------
4. DESCRIPTION OF RATE ELEMENTS ...........................................8
------------------------------------------------------------------------
4.1 SS7 Transport .....................................................8
---------------------------------------------------------------
4.2 Dedicated Signaling Links .............................................8
----------
4.2.1 SS7 Link Cross Connect ..............................................8
---------------------------------------------------------------------
4.2.2 STP Port ............................................................8
4.2.3 SS7 Link ............................................................9
4.3 Transit Signaling .....................................................9
---------------------------------------------------------------
4.4 Service Rearrangement .................................................9
---------------------------------------------------------------
5. RATES AND CHARGES .......................................................9
-------------------------------------------------------------------------
6. ORDERING THE SERVICE ....................................................9
-------------------------------------------------------------------------
6.1 SS7 Service ......................................................9
301
<PAGE>
APPENDIX SS7
Page ii of ii
NEVADA/PAC-WEST TELECOMM, INC.
6.2 Dedicated Signaling Links ..............................................9
------------------------------------------------------------------------
6.3 Call Set-Up Translations ...............................................9
-------------------------------------------------------------------
6.4 Transit Signalin ......................................................10
---------------------------------------------------------------
6.5 Service Rearrangement .................................................10
---------------------------------------------------------------
7. RESPONSIBILITIES OF NEVADA .............................................10
------------------------------------------------------------------------
8. RESPONSIBILITIES OF CLEC ...............................................11
--------------------------------------------------------------------------
9. RESPONSIBILITIES OF THE PARTIES (CLEC AND NEVADA) .......................12
-------------------------------------------------------------------------
302
<PAGE>
APPENDIX SS7
APPENDIX FOR THE PROVISION OF
SS7 SERVICE
This Appendix sets forth the terms and conditions under which NEVADA shall
provide to CLEC certain Common Channel Signaling/Signaling System 7 ("CCS/SS7")
services, herein referred to as "SS7 Service".
This Appendix provides for the use of NEVADA's Common Channel Signaling network,
which uses the Signaling System 7 ("SS7") protocol, and for a Dedicated
Signaling Link, which provides network interconnection to NEVADA's Signal
Transfer Points ("STPs"), including facilities. SS7 Service provides CCS/SS7
functionality and translations to support SS7 based services and applications as
they become available and as facilities permit.
SS7 Service includes the screening of messages based on origination signaling
point code and the muting of messages by NEVADA's mated pair of STPs. Services
such as STP ports and Signaling Link interconnection, and 800 Data Base Access
will be provided pursuant to this Appendix SS7, Appendix 800, and Appendix
PRICING. Arrangements for services should be made through NEVADA's Service
Center.
1. SERVICE DESCRIPTION
1.1 SS7 - Transport
1.1.1 SS7 transport provides for the routing and screening of SS7 messages
from NEVADA's pair of STPs (i.e. a mated pair) to a regional pair of
STPs. The screening of messages provides for CLEC designation of
signaling points associated with CLEC and controls which messages may
be allowed or not allowed by NEVADA's ST? pairs. The routing of
messages provides for the transfer of a complete message between
signaling links, and for a Global Title Translation of the message
address, if needed.
1.1.2 SS7 transport provides routing of messages for all parts of the SS7
protocol including, for example, Message Transfer Part ("MTP")
messages, Integrated Services Digital Network User Part ("ISDNUP" or
"ISUP") messages, Signaling Connection and Control Part ("SCCP")
messages, and Transaction Capability Application Part ("TCAP")
messages. SS7 transport provides for screening and routing of signaling
messages based on the SS7
303
<PAGE>
protocol. These messages may support other applications and services, such as,
Toll Free Database services. SS7 transport will route messages to the global
title address or to the signaling point code address of the message based on the
translation information of NEVADA's STP. These services are restricted to
NEVADA's existing database services.
1. 1.3 SS7 transport provides screening and routing of messages
that are generated by the action of CLEC's signaling point, or
messages that are generated by a signaling point connected via
CLEC's signaling point.
1.2 Signaling Links
1.2.1 Dedicated Signaling Links provide physical access to NEVADA's signaling
network. The links are fully dedicated to the use of CLEC and provide
the screening and routing usage for NEVADA's STP to which the link is
connected. Signaling Links are provided as a set of links connecting to
NEVADA's mated pair of STPs. Signaling Links are dedicated two-way
digital data circuits that interconnect NEVADA's STP locations and
CLEC's signaling points at Signaling Point of Interface ("SPOI")
locations. Signaling links are available to CLECs for their use in
furnishing SS7-based services or applications to their End Users or
other users of SS7 signaling information.
1.2.2 Signaling links must include the following elements:
1.2.2.1 Cross Connect
The Cross Connect provides a DS-0 connection and access
point for testing in NEVADA's ST? building. The cross
connect connects the STP Port Termination to CLEC's
unbundled dedicated transport, to a collocation cage or to a
STP Access Link. It must be purchased separately from
Appendix UNE.
1.2.2.2 STP Port
The STP Port is the physical termination of the signaling
link (i.e. 56 kbps circuit) at NEVADA's STP. An STP Port is
used for each 56 kbps Cross Connect terminated at NEVADA's
STP.
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1.2.2.3 SS7 Link
The SS7 Link provides a 56 kilobit per second digital facility when
CLEC requires an interoffice facility to connect from CLEC's
Dedicated Transport or Entrance Facility to the STP building
location.
1.2.3 The STP Port shall provide for the use of NEVADA's STP to which the port
is connected.
1.2.4 CLEC shall provide the portion of the signaling link from CLEC's
premises within the LATA to NEVADA's STP location using unbundled
dedicated transport, or the optional bundled SS7 link and STP port.
CLEC shall notify NEVADA that the facility contains a signaling link
service. Multiple facilities provided by NEVADA will be identified so
that NEVADA may maintain facility diversity between links and linksets
that require diversity. CLEC shall identify the DS-1 and the channel of
a DS-1 that will be used for the signaling link.
1.2.5 CLEC shall identify to NEVADA the facility and channel to which the SS7
Link Cross Connect shall connect. If the facility does not terminate in
the STP location NEVADA shall provide a STP Link. The STP Access Link
will connect to the DS-0 Cross Connect at the STP location.
1.2.6 When CLEC uses an alternative DS-1 facility or arrangements, or agrees
to allow a physical degree of diversity or performance that is not in
accordance with the specifications of Bellcore, GR-905-CORE, NEVADA
acknowledges that the performance and reliability of the SS7 protocol
may be affected and the performance and reliability standards described
in GR-905-CORE may be disqualified.
1.2.7 Signaling links are subject to NEVADA interoperability testing and
certification requirements per the Network Operations Forum Reference
Document, per Bellcore, GR-905-CORE and per (PUB L-780023-PB/NB). First
interconnections to NEVADA's signaling network per CLEC and per
signaling point type of equipment will require CLECs completion of
NEVADA's CCS/SS7 interconnection questionnaire and pre-ordering
meetings to exchange information and schedule inter-operability testing
and pre-ordering meetings.
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1.3 Transit Signalin
Transit signaling will provide the ability for an
Interconnecting Network ("ICY) to pass signaling information
through NEVADA's signaling network to a third party without
requiring a trunking connection by the third party with
NEVADA. The ICN will not be required to purchase signaling
links to the third party. Instead, the ICN will provide NEVADA
with information necessary to complete local calls.
2. DEFINITIONS
2.1 Common Channel Signaling ("CCS")
A high-speed specialized packet switched communications network that is
separate (out-of-band) from the public packet switched and message
networks. CCS carries addressed signaling messages for individual trunk
circuits and/or database related services between Signaling Points (SS7
nodes) in the CCS network.
2.2 Interoperability Testin
Testing performed by representatives from NEVADA and CLEC to determine
proper interconnection of CCS network facilities for accurate
transmission of system signals and messages. This is often referred to
as TR-905 Compatibility Testing.
2.3 Octet
8-bits of binary information.
2.4 Service Control Point ("SCP")
A node in the CCS network that provides a database functionality.
2.5 Service Switching Point ("SSP")
A signaling point that can launch queries to databases and
receive/interpret responses used to provide specific End User services.
2.6 Signal Transfer Point ("STP")
A packet switch in the CCS network that is used to route SS7 protocol
signaling messages between signaling nodes. A STP provides screening
and routing of SS7 messages. STPs transfer signaling messages to other
networks. NEVADA's signaling network includes mated pairs of local and
regional STPs.
2.7 Signaling Link
An end-to-end high-capacity digital, data quality, link operating at 56
kilobits per second that transmits signaling information in the form of
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signaling messages from one network SS7 node to another node in a CCS network.
The Link Type identifies the functionality of the signaling link sets. Signaling
links provide physical interconnection between signaling points of another party
and NEVADA's STPs.
2.8 Signaling Point ("SP")
A node in the CCS network that originates and/or receives signaling
messages, or transfers signaling messages from one signaling link to
another, or both.
2.9 Signaling Point Code ("SPC")
An identifier code that identifies a signaling point in the CCS
network. The signaling point code provides an address within the CCS
network which enables messages to be routed to signaling points.
Signaling Point Codes are 24-bit binary numbers comprised of three
segments:
(a) the Network Identification;
(b) the Network Cluster; and
(c) the Member number within the cluster.
Signaling Point Codes are represented digitally as AAA-AAA-AAA, where "AAA"
represents a decimal number from 000 to 255.
2.10 Signaling Point of Interface ("SPOI")
A mutually agreed point at which NEVADA hands off signaling
information to CLEC.
2.11 Signaling System 7 ("SS7")
See SS7 Protocol.
2.12 Signaling System 7 ("SS7") Protocol
The signaling protocol, Version 7, used by the nodes of the CCS
network. The SS7 protocol used by NEVADA is the American National
Standards Institute ("ANSI") standard protocol defined by Bellcore
Generic Requirement, GR-246-CORE, defined by Bellcore requirements
(GR-317-CORE, GR-394-CORE, GR-444-Core, GR-606-CORE, GR-82-CORE,
GR-905-CORE and various other documents) and defined by NEVADA's
Technical Publication L-780023 PB/LB.
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3. MANNER OF PROVISIONING
3.1 SS7 Transport
3.1.1 CLEC shall use SS7 transport subject to the screening
and routing information of NEVADA's STPs. NEVADA
shall provide information to CLEC on the routes and
signaling point codes served by NEVADA's STPs.
3.1.2 SS7 transport shall route ISUP messages for the
purpose of establishing trunk voice paths between
switching machines.
3.1.3 CLEC shall route TCAP to NEVADA's "regional" ST? pair that
directly serves the database of TCAP messages.
3.1.4 When CLEC requires modification of NEVADA's SS7
Service components not otherwise provided in this
Appendix, the modifications may be furnished pursuant
to the Network Element Bona Fide Request ("BFR")
process as outlined in Appendix UNE.
3.1.5 SS7 transport provides a signaling route for messages
only to signaling points to which NEVADA has a route.
SS7 Transport does not include the provision of a
signaling route to every possible signaling point.
When NEVADA does establish a route to a signaling
point in a mated pair of STPs, the route may not be
available to other NEVADA pairs of STPs, until
ordered. When NEVADA or CLEC, pursuant to a service
order, arranges to establish a route to a signaling
point, such route to the other signaling point or
other signaling network will be used by all signaling
points within and connected to NEVADA's signaling
network per the standard requirements of the SS7
protocol.
3.1.6 Disputes concerning the association of a signaling
point among specific link sets associated with
NEVADA's mated STP will be resolved by consultation
with the signaling point owner, as defined in the
Local Exchange Routing Guide ("LERG"), Section 1,
Assignment of Signaling Point Codes.
3.2 Signaling Links
3.2.1 CLEC shall provide the signaling points and signaling point
codes associated with CLEC. CLEC shall provide information
to NEVADA to allow NEVADA to translate NEVADA STPs. The
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information shall define the screening and routing information for the signaling
point codes of CLEC. This information may include global title address,
translation type and subsystem designations as needed.
3.2.2 NEVADA mated pairs of STPs shall connect to CLEC premises (including
collocation locations) within the same LATA. A set of links can be
either:
(a) "A" Link Sets from CLEC's Signaling Point ("SP")/Service
Switching Point ("SSP"). A minimum of two links will be
required, one from the SP/SSP to each STP; or,
(b) "B/D" Link Sets from STPs that are connected to
NEVADA's mated pair of STPs. A minimum of four links will be required
(i.e., a "quad") between the two pairs of STPs. When CLEC provides its
own channelized facility, an ST? Port and Cross Connect is required for
each 56 kbps access link utilized for the Service. STP locations are
set forth in the National Exchange Carrier Association, Inc. ("NECA")
Tariff FCC No. 4.
3.3 A pre-order meeting will define NEVADA's facility availability and the
degree of diversity in both NEVADA's physical network and CLEC's
physical network from signaling point to signaling point for the link.
3.4 When CLEC requires an SS7 Link, CLEC and NEVADA shall jointly
negotiate the degree of diversity provided among and between multiple
dedicated signaling links. The degree of diversity in both NEVADA's
network and CLEC's network shall be exchanged. The negotiation shall
consider the requirements of the SS7 standard protocol, the degree of
diversity available in each network and the possible alternatives. If
CLEC
requires a degree of diversity greater than is available in NEVADA's
network, CLEC shall submit a BFR.
3.5 All applicable signaling point codes for each signaling link must be
installed at each of NEVADA's interconnecting STPs.
3.6 Call set-up times may be adversely affected when CLEC, using SS7
signaling, employs intermediate Access Tandems in its network. NEVADA
makes no warranties with respect to call set-up times when multiple STP
pairs are involved or when the signaling traffic is exchanged between
two non-NEVADA signaling points.
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3.7 Provisioning of the SS7 Service is in accordance with NEVADA's CCS/SS7
Network Interface Specifications (PUB L780023-PB/NB) and Bellcore
Common Channel Network Interface Specification (GR-905- CORE),
as amended.
3.8 When CLEC uses the SS7 Links of another party (the Signaling Service
Provider), CLEC shall submit a Shared Service Agreement to NEVADA. The
Signaling Service Provider shall also submit an order for NEVADA to
change the routing or screening information associated with its
signaling links.
4. DESCRIPTION OF RATE ELEMENTS
Where applicable the following rate elements apply to SS7 Service:
4.1 SS7 Transport
-------------
4. 1.1 SS7 Transport shall be measured per octet of information screened and
routed.
4.1.2 CLEC shall pay the SS7 Transport Per Octet rate element, at
such time as NEVADA is able to measure, for the screening and
routing of messages by each additional NEVADA STP pair. A
usage rate will apply per octet generated by action of CLEC.
4.2 Dedicated Signaling, Links
4.2.1 SS7 Link Cross Connect
When CLEC cross connects signaling links to a collocation cage, CLEC
shall purchase the cross connect as specified in Appendix PRICING.
4.2.2 STP Port
4.2.2.1 CLEC shall pay the STP Port rate element for each termination of the
SS7 Link Cross Connect at NEVADA's STP. One STP Port must be
installed at NEVADA's interconnecting STP for each SS7 Link.
4.2.2.2 A fixed recurring monthly rate and nonrecurring rate applies per
port.
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4.2.3 SS7 Link
CLEC shall pay the SS7 Link rate element for each SS7
Link when the STP Access Link is provided. The charge
includes a fixed rate per month plus a rate per mile
per month in addition to the appropriate nonrecurring
rates.
4.3 Transit Signaling
CLEC shall pay the nonrecurring charge for Transit Signaling
for translations work performed for each STP.
4.4 Service Rearrangement
CLEC shall pay charges for rearrangement of the SS7 Service which are
not specifically addressed pursuant to the "BFR!' process.
5. RATES AND CHARGES
5.1 Appendix PRICING, which is attached hereto and made a part hereof,
contains the Rates and Charges for the elements described above.
5.2 Mileage is calculated based on the airline distance between the
locations involved, using the V & H coordinates method, as set forth
in the National Exchange Carrier Association, Inc. Tariffs FCC No. 4
and 5.
6. ORDERING THE SERVICE
CLEC shall abide by the following ordering guidelines:
6.1 SS7 Service
CLEC shall submit an LSR, identifying the set of links CLEC will use
and identifying the service(s) associated with each SPC. CLEC shall
identify Signaling Point Code and Global Title Translation information
that must be translated into NEVADA's STPs.
6.2 Dedicated Signaling Links
CLEC shall submit an LSR identifying NEVADA's STPs, CLEC's premises,
the circuit interconnection arrangement at CLEC's Dedicated Transport
location and CLEC's signaling point. CLEC shall identify Signaling
Point Code and the services associated with each SPC.
6.3 Call Set-Up Translations
CLEC shall submit an LSR identifying NEVADA's STPs and CLEC's signaling
point code information that must be added or changed in
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NEVADA's STP translations. CLEC shall identify the SPC(s) and the services
associated with each SPC.
6.4 - Transit Signalin
CLEC shall submit an ISR containing the following in addition to the
normally supplied information of the ordering Party's ACNA and Third
Party Circuit ID ("TSC"):
(a) Origination Point Code ("OPC");
(b) Destination Point Code ("DCP");
(c) Third Party ACNA
(d) Third Party Circuit ID ("TSC")
6.5 Service Rearrangement
CLEC shall order a SS7 Signaling Service Rearrangement per a BFR. The
Parties shall meet to develop guidelines for SS7 service rearrangements
on a case-by-case basis.
7. RESPONSIBILITIES OF NEVADA
7.1 NEVADA shall manage the network and, at its sole discretion, apply
protective controls. Protective controls include actions taken to
control or
minimize the effect of network failures or occurrences, which include,
but are not limited to, failure or overload of NEVADA or CLEC
facilities, natural disasters, mass calling or national security
demands.
7.2 NEVADA shall determine the GTT and Translation Type ("TT") route for
messages routed to GTT which are associated with NEVADA signaling
points.
7.3 Regional functions and local functions of NEVADA's STPs are decided in
the technical publication (PUB L-780023-PB/NB). NEVADA will route ISUP
messages within NEVADA's signaling network subject to technical
feasibility. Capacity limitations shall define a temporary technical
infeasibility until the capacity limit can be resolved.
7.4 In the event that NEVADA provides under this contract special service
arrangements associated with diversity or other arrangements that do
not strictly adhere to GR-905-CORE and PUB L-780023-PB/NB and are of
non-compliance to the technical publications or not certified by
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NEVADA, CLEC acknowledges that the service performance standards need not be met
in the provision of the total service.
7.5 NEVADA shall route messages generated by the action of CLEC
throughout NEVADA's signaling network. The content of the
messages is for the use of signaling points of origination
and destination. NEVADA will not use any information within
messages for any purpose not required by or related to the
use of NEVADA's signaling network. NEVADA will not divulge
any message or any part of messages generated by CLEC to any
other party, except as required to manage NEVADA's signaling
network or as may be required by law. 7.6 NEVADA shall
determine the monthly charges and issue an invoice to the
billing address of CLEC for the respective service(s)
requested by CLEC and provided by NEVADA. The invoice will
identify nonrecurring charges, recurring charges, and other
charges and credits, as they apply.
7.7 NEVADA shall work cooperatively and provide knowledgeable personnel to
meet with CLEC in order to provision, test, and install the SS7 Service
in a timely fashion.
8. RESPONSIBILITIES OF CLEC
8.1 CLEC shall provision the signaling links at CLEC's premises and from
CLEC's premises to NEVADA's ST? location in a diverse, reliable, and
technically acceptable manner in accordance with the standard SS7
protocol, as described in Bellcore GR-905-CORE, and NEVADA's network.
8.2 If CLEC requires a greater degree of diversity than NEVADA provides in
the existing network, a special facility, or a special routing of
services, CLEC agrees to initiate a Wholesale Construction request and
pay additional charges as NEVADA may reasonably determine.
8.3 CLEC shall identify to NEVADA the SPC(s) associated with CLECs set
of links.
8.4 1 When CLEC orders the use of NEVADA's STP, CLEC shall
-specify the set of signaling links to be used. If the links
are provided to another party, CLEC shall warrant to NEVADA
that the other party is aware of the charges associated with
the use of the STP and that the other party will pay the
monthly charges for the use of NEVADA's STP.
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8.5 CLEC shall identify to NEVADA the Global Title and
Translation Type information for messages that route to
CLEC.
8.6 When routing messages addressed to NEVADA's Subsystem Number ("SSN"),
CLEC shall use NEVADA's defined SSN designation of NEVADA's mated STP
pair to which the message is routed.
8.7 CLEC shall transfer Calling Party Number Parameter information
unchanged, including the "privacy indicator" information, when ISUP
Initial Address Messages are interchanged with NEVADA's signaling
network.
8.8 CLEC shall verify the accuracy of information concerning the services
ordered by CLEC.
8.9 CLEC shall designate the level of diversity associated with CLEC's
premises. NEVADA shall provide the same degree of diversity as CLEC
provides.
8.10 CLEC shall work cooperatively and provide knowledgeable personnel to
meet with NEVADA in order to provision, test, and install the SS7
Service in a timely fashion.
8.11 CLEC shall furnish to NEVADA, at the time the SS7 Service is ordered
and annually thereafter, an updated three-year forecast of usage of the
SS7 Signaling network. The forecast shall include total annual volume
and busy hour/busy month volumes. NEVADA shall utilize the forecast in
its own efforts to project further facility requirements.
RESPONSIBILITIES OF THE PARTIES (CLEC AND NEVADA)
The Parties will exchange TCAP messages to facilitate fall interoperability of
CCS-based features and functions, to the extent each Party offers such features
and functions to its own End Users. All CCS signaling parameters will be
provided including CPN. All privacy indicators will be honored.
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APPENDIX UNE
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APPENDIX UNE
Page i of ii
NEVADA/PAC-WEST TELECOMM, INC.
020898
TABLE OF CONTENTS
1. INTRODUCTION ........................................................I
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2. GENERAL TERMS AND CONDITIONS ........................................1
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2.9 Access -to Unbundled Network Elements ..............................2
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2. 10 Additional Network Elements ......................................7
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2.11 Provisioning/Maintenance Of Network Elements ......................7
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2.12 Performance of Network Elements ...................................8
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2.13 Bona Fide Request .................................................9
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3.
NETWORK INTERFACE DEVICE ..............................................10
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4.
LOCAL LOOP/LINK .......................................................12
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4.2.1 2-Wire Analog Loop ............................................12
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4.2.2 4-Wire Analog Loop ............................................12
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4.2.3 2-Wire Digital Loop ...........................................12
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4.2.4 4-Wire Digital Loop ...........................................13
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4.5 Project Service Coordination ....................................13
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4.6 Forecasts .......................................................14
5. LOCAL SWITCHING ....................................................14
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5.10. SwitchPorts .....................................................16
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5.10.1 Analog Line Port ............................................16
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5.10.2 ISDN Basic Rate Interface ( "BRI") Port .....................16
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5.11 Basic Switching Functions
.....................................................................
17
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5.11.1 Interoffice - Originating ........................................17
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5.11.2 Interoffice - Terminatin .........................................17
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5.11.3 Intraoffice ...................................................17
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5.12 Forecasts ............................................................17
6. TANDEM SWITCHING .......................................................17
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6.2 Forecasts .............................................................18
7. OPERATOR SERVICES AND DIRECTORY ASSISTANCE .............................18
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8. INTEROFFICE TRANSPORT ..................................................18
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8.1 Common Transport ......................................................19
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8.2 Shared Transport ......................................................19
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8.3 Dedicated Transpo .....................................................19
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8.4 Forecasts .............................................................20
9. SIGNALING NETWORKS AND CALL-RELATED DATABASES ..........................20
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10. OPERATIONS SUPPORT SYSTEMS FUNCTIONS ..................................20
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11. CROSS-CONNECTS ........................................................20
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12. PRICING ...............................................................21
12.3 Recurring Charges ....................................................21
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12.4 Nonrecurring Charges .................................................22
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12.5 Maintenance of Elements ..............................................22
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12.6 Other Pricing Terms and Conditions for Unbundled Local
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Switching ("ULS") ...................................................24
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APPENDIX: UNBUNDLED NETWORK ELEMENTS
1. INTRODUCTION
This Appendix UNE (Unbundled Network Elements) to the Agreement sets
forth the terms and conditions pursuant to which NEVADA agrees to
furnish CLEC with access to UNEs. CLECs seeking to provide service to
End Users through use of NEVADA's UNEs are responsible for combining
those UNEs, whether together, or with CLEC's own facilities, into
finished services. The specific terms and conditions that apply to
NEVADA's provision to CLEC of access to UNEs are described below. The
prices for Network Elements are set forth in Appendix PRICING.
2. GENERAL TERMS AND CONDITIONS
2.1 NEVADA and CLEC may agree to connect CLEC's facilities with
NEVADA's network at any technically feasible point for
access to Unbundled Network Elements for the provision by
CLEC of a Telecommunications Service. ((Act, Section 251
(c)(2)(B); 47 CFR Section 51.305(a)(2)(vi))
2.2 NEVADA will provide CLEC nondiscriminatory access to
Unbundled Network Elements: (Act, Section 25 1 (c)(3), Act,
Section 27 1 (c)(2)(B)(ii); 47 CFR Section 51.3 07(a))
(a) at any technically feasible point (Act, Section 25 1 (c)(3);
47 CFR Section 51.307(a));
(b) at the rates, terms, and conditions herein and in Appendix
PRICING which are just, reasonable, and nondiscriminatory
(Act, section 251(c)(3); 47 CFR Section 51.307(a));
(c) in a manner that allows CLEC to provide any
telecommunications service that may be offered by means of
that element (Act, Section 251(c)(3); 47 CFR Section
51.307(c));
(d) in a manner that allows access to the facility or
functionality of a network element to be provided separately
from access to other elements, and for a separate charge (47
CFR Section 51.307(d));
(e) with technical information regarding NEVADA's facilities to enable
CLEC to achieve access to elements (47 CFR Section 51.307(e));
(f) without limitations, restrictions, or requirements on
requests that would impair CLEC's ability to provide a
telecommunications service in a manner it intends (47 CFR
Section 51.309(a));
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(g) in a manner that allows CLEC to purchase access to an Unbundled
Network Element to use such network element to provide exchange access
service to itself, in order to provide interexchange services to
subscribers (47 CFR section 51.309(b)); and
(h) where applicable, on terms and conditions of access to
elements shall be
no less favorable than terms and conditions under which NEVADA provides
such elements to itself (47 CFR Section 51.313(b)).
2.3 CLEC is entitled to exclusive use of an unbundled network facility for
a period of time, and to use of an unbundled feature, function, or
capability for a period of time (47 CFR Section 51.309(c)).
2.4 NEVADA shall retain the duty to maintain, repair, or replace Unbundled
Network Elements (47 CFR Section 51.309(c)) as provided for in Section
12.5, below.
2.5 Where technically feasible, quality of the element and access to the
element shall be at least equal to what NEVADA provides itself or any
subsidiary, affiliate, or other party (47 CFR Section 51.3 11 (a),(b)).
2.6 NEVADA shall offer terms and conditions of access to elements equally
to all
CLECs through Section 30.16 of General Terms and Conditions to this
Agreement. (47 CFR Section 51.313(a))
2.7 Each Party is solely responsible for the services it provides to its
End
Users and to
other Telecommunications Carriers.
2.8 Network elements provided to CLEC under the provisions of this Appendix
will remain the property of NEVADA.
2.9 Access to Unbundled Network Elements
This Section 2.9 describes the methods under which NEVADA agrees to
provide CLECs with access to NEVADA's UNEs and the conditions under
which NEVADA makes these methods available. The methods listed below
provide CLEC with access to UNEs without compromising the security,
integrity, and reliability of the Public Switch Network, as well as to
minimize the potential service disruptions.
2.9.1 Subject to availability of space and equipment, CLEC may use the
methods listed below to access and combine identified Unbundled
Network Elements within NEVADA central offices or tandem offices. The
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methods listed below provide access on an unbundled basis to loop, switch ports,
and dedicated transport.
2.9. 1.1 (Method 1)
If a CLEC is physically collocated, NEVADA will extend UNEs that
require cross connection to CLEC's physical collocation Point of
Termination (POT) frame.
2.9.1.2 (Method 2)
If CLEC is physically collocated, NEVADA will extend UNEs that
require cross connection to the UNE Frame located in a collocation
common area.
2.9.1.3 (Method 3)
NEVADA will extend UNEs that require cross connection to the UNE
Frame located in a common room space, other than collocation common
area, within the central office building.
2.9.1.4 (Method 4)
NEVADA will extend UNEs to an external Point of Presence, such as a
cabinet located outside the central office building provided by
NEVADA on NEVADA property. CLEC will be afforded access to this
arrangement through the UNE order process.
2.9.1.5 (Method 5)
NEVADA shall allow extension of UNEs to a building not controlled by
NEVADA via cabling provided by CLEC. The CLEC shall provide the
excess cable necessary to reach a NEVADA frame in the NEVADA central
office where CLEC requests connection.
2.9.2 The following terms and conditions apply when NEVADA provides
access pursuant Sections 2.9. 1. 1 through 2.9.1.5:
2.9.2.1 The terms and conditions for CLECs choosing to access NEVADA's
UNEs through physical collocation arrangements are set forth in
Appendix PHYSICAL COLLOCATION.
2.9.2.2 Within ten (10) business days of receipt of a written
request for access to
UNEs involving three (3) or fewer central offices, NEVADA will
provide a written reply notifying the requesting CLEC of the
method(s) of access available in the requested central offices. For
requests
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impacting four (4) or more central offices the Parties will agree to an
implementation schedule for access to UNEs.
2-9-2.3 Access to UNEs via Method 1 and Method 2 are only
available to physically collocated CLECs.
2.9-2.4 Method 3, Method 4, and Method 5 are available to both collocated
and non-collocated CLECs. Methods 2, 3, and 4 are subject to the
availability of space and equipment.
2.9.2.5 For requests concerning three (3) or fewer central offices, if the
agreedupon method of access is not available, NEVADA will within
ninety (90) business days (or the interval established under a
request for physical collocation, if applicable) prepare the wire
center for access to UNEs. For requests impacting four (4) or more
central offices, the Parties will agree to an implementation
schedule.
2.9.2.6 The CLEC may cancel the request at any time, but will pay NEVADA's
reasonable and demonstrable costs for modifying or making additions
to its network up to the date of cancellation.
2.9.2.7 A CLEC electing to exercise Method 5 shall perform all construction,
cabling, and connection work required to reach the NEVADA manhole
nearest the subject NEVADA Central Office, including the excess
cable as outlined in 2.9.1.5. CLEC shall obtain all necessary rights
of way, easements, and other third party permissions.
2.9.2.8 CLEC shall be responsible for initial testing and sectionalization
of facilities containing CLEC installed cross connects.
2.9.2.9 CLEC shall refer trouble sectionalized in the NEVADA UNE to NEVADA.
2.9.2. 10 Prior to NEVADA providing access to UNEs under this Appendix,
CLEC and NEVADA shall provide each other with a point of contact for
overall coordination.
2.9.2.11 CLEC shall provide all tools and materials required to place and
remove the cross connects necessary to combine and disconnect UNEs.
2.9.2-12 All tools, procedures, and equipment used by CLEC to connect to
NEVADA's network shall comply with technical standards set out in
NEVADA"s Technical Publication- Access to UNEs for CLECs, to reduce
the risk of damage to the network and customer disruption.
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2.9.2.13 CLEC shall be responsible for CLEC's p ersonnel observing NEVADA's
site rules and regulations, including but not limited to safety
regulations and security requirements, and for working in harmony
with others while present at the site. If NEVADA for any reasonable
and lawful reason requests CLEC to discontinue furnishing any person
provided by CLEC for performing work on NEVADA's premises, CLEC
shall immediately comply with such request. Such person shall leave
NEVADA's premises promptly, and CLEC shall not furnish such person
again to perform work on NEVADA's premises without NEVADA's consent.
2.9.2.14 CLEC shall provide positive written acknowledgment that
the requirements stated in Section 2.9.2.13 have been
satisfied for each employee requiring access to NEVADA
premises and/or facilities. NEVADA identification cards will
be issued for any CLEC employees who are designated by CLEC
as meeting the necessary requirements for access. Entry to
NEVADA premises will be granted only to CLEC employees with
such identification.
2.9.2.15 CLEC shall designate each network element being ordered from NEVADA.
CLEC shall provide an interface to receive assignment information
from NEVADA regarding location of the extended UNEs. This interface
may be manual or mechanized.
2.9.2.16 NEVADA will provide CLEC with contact numbers as necessary to
resolve assignment conflicts encountered. All contact with NEVADA
shall be referred to such contact numbers.
2.9.2.17 The CLEC shall provide its own administrative telecommunication
service at each facility and all materials needed by CLEC at the
work site. The use of Cellular Telephones is not permitted in NEVADA
equipment areas.
2.9.2.18 Certain construction and preparation activities may be required to
modify a building or prepare the premises for access to Unbundled
Network Elements.
2.9.2.18.1 Where applicable, a one time preparation charge for modifying a
building or preparing the premises will be made on an individual
case basis (ICB). Within 30 days of a request by a CLEC, NEVADA
will provide an initial estimate of time for preparing the ICB.
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2.9.2.18.2 NEVADA will contract for and perform the construction and
preparation activities using same or consistent practices that are
used by NEVADA for other construction and preparation work
performed in the building.
2.9.2.18.3 The first entity to which NEVADA provides access to Unbundled
Network Elements the building shall be responsible for all costs
incurred by NEVADA associated with the preparation of the building
to provide access to Unbundled Network Elements in the initial
space where access to Unbundled Network Elements is to be located
("Initial Common Charge"). Thereafter the Initial Common Charge
will be prorated and the prorated share refunded to the previous
CLEC(s) as additional entities use access to Unbundled Network
Elements in the building within twelve (12) months of the first
billing date of the initial monthly charge for the first CLEC in
the building, using the following
schedule:
CLEC Initial Common Charge Refund
1st 100% NA
2 nd 50% 50%
3rd 33 1/3% 16 2/3%
4 th 25% 81.3%
50 and beyond 0% 0%
No interest will be paid on refunds. Refunds shall be based on the Initial
Common Charge actually paid by the first CLEC. Notwithstanding the above, NEVADA
shall have no obligation to remit any amount that would result in NEVADA being
unable to retain the full amount of the Initial Common Charge or to remit any
amount based upon charges not actually collected.
2.9.2.18.4 In the event that any charge is not paid when due, the unpaid
amounts shall bear interest in accordance with the terms and
conditions set forth in NEVADA" intrastate tariff late payment
provision(s) applicable to access services in Nevada, or the
highest rate permitted by law, whichever is lower, from the due
date until paid.
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2.10 Additional Network Elements
2-10.1 Various subsections below list the Unbundled Network Elements that CLEC
and NEVADA have identified as of the Effective Date of this Agreement.
Upon request, NEVADA will provide access to additional Unbundled
Network Elements or modifications to previously identified Unbundled
Network Elements for the provision by CLEC of a Telecommunications
Service. Such requests shall be processed in accordance with the Bona
Fide Request process as described in Section 2.13 below.
2.10.2 NEVADA will provide access to network elements on an
unbundled basis where technically feasible. Where facilities
and equipment are not available, NEVADA shall not be
required to provide UNEs. Provided however, CLEC may request
and NEVADA may agree, at its sale discretion, to provide
Unbundled Network Elements, even where facilities do not
exist, through the Bona Fide Request process.
2.11 Provisioning/Maintenance Of Network Elements
2.11.1 Access to Unbundled Network Elements are provided under this agreement
over such routes, technologies, and facilities as NEVADA may elect at
its own discretion. If CLEC requests special facilities, equipment or
routing of Unbundled Network Elements, such requests will be handled
under the Bona Fide Request process.
2.11.2 Subject to the terms herein, NEVADA is responsible only for the
installation, operation and maintenance of the Network Elements it
provides. NEVADA is not otherwise responsible for the
Telecommunications Services provided by CLEC through the use of those
elements.
2.11.3 Where unbundled elements provided to CLEC are dedicated to a single End
User, if such elements are for any reason disconnected they will be
made available to NEVADA for future provisioning needs, unless such
element is disconnected in error. CLEC agrees to relinquish control of
any such unbundled element concurrent with the disconnection of CLEC's
End User service.
2.11.4 CLEC shall make available at mutually agreeable times the elements
provided pursuant to this Appendix in order to permit NEVADA to make
tests and adjustments appropriate for maintaining the elements in
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satisfactory operating condition. No credit will be allowed for any
interruptions involved during such testing and adjustments.
2.1 1.5 CLEC's use of any NEVADA network element, or of its own equipment
or facilities in conjunction with any NEVADA network element, will not
materially interfere with or impair service over any facilities of
NEVADA, its affiliated companies or its connecting and concurring
carriers involved in its services, cause damage to their plant, impair
the privacy of any communications carried over their facilities or
create hazards to the employees of any of them or the public. Upon
reasonable written notice and opportunity to cure, NEVADA may
discontinue or refuse service if CLEC violates this provision, provided
that such termination of service will be limited to CLEC's use of the
element(s) causing the violation.
2.11.6 When a NEVADA provided tariffed or resold service is replaced by CLEC's
facility based service using any NEVADA provided Unbundled Network Elements
(including service provided exclusively via NEVADA provided UNE(s)), CLEC
shall issue appropriate service requests in accordance with OBF guidelines,
to both disconnect the existing service and new connect service to CLEC's
End User. These disconnect/new connect requests will be processed by
NEVADA, and CLEC will be charged the applicable UNE service order
charge(s). Similarly, when an End User is served by one CLEC using NEVADA
provided UNEs, the requesting CLEC shall issue appropriate service requests
in accordance with OBF guidelines to both disconnect the existing service
and new connect service to the requesting CLEC's End User. These
disconnect/new connect requests will be processed by NEVADA and CLEC will
be charged the applicable service order charge(s).
2.11.7 Unbundled Network Elements may not be connected to or combined with
NEVADA access services or other NEVADA tariffed service offerings with
the exception of tariffed collocation services.
2.12 Performance of Network Elements
Nothing in this Agreement will limit either Party's ability to modify
its network through the incorporation of new equipment, new software or
otherwise. Each Party will provide the other Party written notice of
any such upgrades in its network which will materially impact the other
Party's service consistent with the timelines established by the FCC in
the Second Report and Order, CC Docket 96-98. CLEC will be solely
responsible, at its own expense, for the overall design of its
telecommunications services and for any redesigning or rearrangement of
its telecommunications; services which may be required because of
changes in
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facilities, operations or procedure of NEVADA, minimum network protection
criteria, or operating or maintenance characteristics of the facilities.
2.13 Bona Fide Request
Various sections below identify specific Unbundled Network Elements and
provide the terms and conditions on which NEVADA will offer them to
CLEC. Any request by CLEC for an additional Unbundled Network Element,
or modifications to previously identified Network Elements, may be
considered under this Bona Fide Request ("BFR") process, also known as
the Interconnection and Network Element Request ("MR") process. Where
facilities and equipment are not available, CLEC may request and NEVADA
may, at its sole discretion, agree to provide Network Elements through
the BFR process.
2.13.1 Each Party will promptly consider and analyze access to new Unbundled
Network Element(s) with the submission of a Network Element Bona Fide
Request hereunder. The Network Element Bona Fide Request process set forth
herein does not apply to those services requested pursuant to Report &
Order and Notice of Proposed Rulemaking 91-141 (reel. Oct. 19, 1992)
paragraph 259 and n. 603 and subsequent rulings.
2.13.2 A Network Element Bona Fide Request will be submitted in writing and
will include an adequate technical description of each requested
Network Element to determine technical feasibility and development
requirements, the date when interconnection is requested and the
projected quantity of interconnection points ordered with a demand
forecast.
2.13.3 The requesting Party may cancel a Network Element Bona Fide Request
at any time, but will pay the other Party's reasonable and
demonstrable costs of processing and/or implementing the Network
Element Bona Fide Request up to the date of cancellation.
2.13.4 Within ten (10) business days of its receipt, the receiving Party
will acknowledge receipt of the Network Element Bona Fide Request.
2.13.5 Except under extraordinary circumstances, within forty-five (45)
days of its receipt of a Network Element Bona Fide Request, the
receiving Party will provide to the requesting Party a preliminary
analysis of such Network Element Bona Fide Request. The preliminary
analysis will confirm that the receiving Party will offer access to
the Network Element or will provide a detailed explanation that
access to the Network Element is not technically feasible and/or
that the request does
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not qualify as a Network Element that is required to be provided under the Act.
2.13.6 If the receiving Party determines that the Network Element Bona Fide
Request is technically feasible and otherwise qualifies under the
Act, it will promptly proceed with developing the Network Element
Bona Fide Request upon receipt of written authorization from the
requesting Party. When it receives such authorization, the receiving
Party shall promptly develop the requested services, determine their
availability, calculate the applicable prices and establish
installation intervals.
2.13.7 Unless the Parties otherwise agree, the Network Element Bona Fide
Request must be priced in accordance with Section 252(d)(1) of the
Act.
2.13.8 As soon as feasible, but not more than ninety (90) days after its
receipt of authorization to proceed with developing the Network
Element Bona Fide Request, the receiving Party shall provide to the
requesting Party a Network Element Bona Fide Request quote which
will include, at a minimum, a description of each Network Element,
the availability, the applicable rates and the installation
intervals.
2.13.9 Within thirty (30) days of its receipt of the Network Element Bona
Fide Request quote, the requesting Party must either confirm its
order for the Network Element Bona Fide Request pursuant to the
Network Element Bona Fide Request quote, or cancel the Network
Element Bona Fide Request and pay the costs of the receiving Party
pursuant to Section 2.13.3 above, or seek arbitration by the
Commission pursuant to Section 252 of the Act.
2.13.10 If a Party to a Network Element Bona Fide Request
believes that the other Party is not requesting,
negotiating or processing the Network Element Bona
Fide Request in good faith, or disputes a
determination, or price or cost quote, such Party
may seek mediation or arbitration by the Commission
pursuant to Section 252 of the Act.
3. NETWORK INTERFACE DEVICE
CLEC may connect its local loops to customer's inside wiring through NEVADA's
NID and an adjoining NID deployed by requesting carrier (47 CFR Section
51.319(b)(2)).
3.1 The Network Interface Device ("NID") is a cross-connect used to
connect loop facilities to inside wiring. The fundamental function of
the NID is to establish the official network demarcation point between
a carrier and its end-user customer. The NID contains the appropriate
and accessible connection points or posts to
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which the service provider and the end-user customer each make its
connections. (Note: If CLEC purchases a NEVADA Loop, a separate NID
will not be required.)
3. 1.1 Under this Agreement, NEVADA shall offer two general types of NIDs:
3.1.1.1 Simple NID
A Simple NID is a standard network interface ("SNI") the use of which
permits the End User's inside wiring to be isolated from NEVADA's
network.
3.1.1.2 Complex NID
A Complex NID is a building terminal where an End User's inside
wiring terminates on NEVADA's network.
3.2 CLEC will provide its own NID and will interface to the customer's
premises wiring through connections in the customer chamber of the
NEVADA NID.
3.3 Unless requested by CLEC, no coordination is provided. If CLEC requests
coordination, Additional Labor Billing charges will be applied if
NEVADA incurs these costs as a result of CLEC request, as specified in
NEVADA's tariff P.S.C.N. C, Section 13. In addition, unless otherwise
agreed by CLEC and NEVADA, neither Party shall access the network side
of the other Party's ND:) unless the owning Party's service technician
is present, or unless the owning Party has already made the necessary
modifications to isolate its network.
3.3.1 Upon request, NEVADA will dispatch a technician to tag the End User's
inside wire facilities on the End User's side of the NID. In such
cases, a Premise Visit charge shall apply as specified in Appendix
PRICING, as a Dispatch without Installation of NID.
3.4 The NEVADA NIDs that CLEC uses under this Appendix will be existing
NIDs installed by NEVADA to serve its customers.
3.5 CLEC shall not attach to or disconnect NEVADA's ground. CLEC shall not
cut or disconnect NEVADA's loop from its protector. CLEC shall not cut
any other leads in the NID. CLEC shall protect all disconnected leads
with plastic sleeves and will store them within the NID enclosure. CLEC
shall tighten all screws or lugs loosened by CLEC in the NID's
enclosure and replace all protective covers.
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4. LOCAL LOOP/LINK
4.1 A "loop" (a.k.a. Link) is a dedicated transmission facility between a
distribution frame (or its equivalent) in a NEVADA central office and
an End User customer premises. (47 CFR Section 51.319(a)) (Note: If
CLEC purchases a NEVADA Loop, a separate NID will not be required).
4.2 NEVADA will provide at the rates, terms, and conditions set out in Appendix
PRICING the following types of Loops:
4.2.1 2-Wire Analog Loop
A 2-Wire Analog Loop supports analog voice frequency, voice band
services with loop start signaling with the frequency spectrum of
approximately 300 Hz and 3000 Hz.
4.2.1.1 NEVADA will offer 5dB conditioning on a 2-Wire Analog Loop as the
standard conditioning option available for ground start signaling
and Reverse Battery.
4.2.2 4-Wire Analog Loop
A 4-Wire Analog Loop provides a non-signaling voice band frequency
spectrum of approximately 300 Hz to 3000 Hz. The 4-Wire Analog Loop
provides separate transmit and receive paths.
4.2.3 2-Wire Digital Loop
A 2-Wire Digital Loop supports Basic Rate ISDN ("BRI") digital
services. The 2-Wire Digital Loop supports usable bandwidth up to 160
Kbps.
4.2.3.1 A Facility(ies) Request Form must be processed by NEVADA for each
new 2-Wire Digital Loop ordered to assure the facilities meet the
parameters specified for such loop type. The Facility Request Form
rate will be billed to CLEC as displayed in Appendix PRICING for
each loop analyzed.
4.2.3.2 If the results of the Facility(ies) Request analysis indicates that
special conditioning (i.e., add mid-span repeater) is required to
meet the parameters for this type of Loop, CLEC will be notified
before commencement of the work. If CLEC authorizes the installation
of the loop conditioning, CLEC will be billed the ISDN loop
conditioning charge(s) as displayed in Appendix
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PRICING i addition to normal monthly and nonrecurring charges for the loop.
4.2.4 4-Wire Digital Loop
A 4-Wire Digital Loop supports DS-1 digital services including Primary
Rate ISDN ("PRI"). The 4-Wire Digital Loop supports usable bandwidth
up to 1.544 Mbps.
4.3 CLEC may request additional loop types and conditioning pursuant to the
Bona Fide Request process.
4.4 If CLEC requests one or more unbundled Loops serviced by Integrated Digital
Loop Carrier ("IDLC") NEVADA will, where available, move the requested
unbundled Loop(s) to a spare, existing physical or a universal digital loop
carrier unbundled Loop at no additional charge to CLEC. If, however, no
spare unbundled Loop is available, NEVADA will within two (2) business
days, excluding weekends and holidays, of CLEC's request, notify CLEC of
the lack of available facilities. CLEC may request alternative arrangements
through the Bona Fide Request process.
4.5 Project Service Coordination
The following coordination procedures apply only to Loops ordered as a
project (seven (7) or more lines to a single End User's Minimum Point
of Entry ("MPOE") at locations where cutover coordination is related:
4.5.1 On each Loop order in a Wire Center, CLEC will contact NEVADA and the
Parties will agree on a cutover time at least two (2) business days
before that cutover time. The cutover time will be defined as a half
(1/2) hour window (normally provisioned from 8 am. to 5 p.m. Monday
through Friday), within which both CLEC and NEVADA personnel will make
telephone contact to begin the cutover activity. Coordination for Loops
meeting the definition of a project will be provided by the Parties at
no charge unless NEVADA incurs additional costs to accommodate CLEC's
request. Cutover activity which is requested to take place outside of
normal business hours (8 a.m. to 5 p.m. Monday through Friday) will be
billed as described in NEVADA's Tariff P.S.C.N. C, Section 13.
4.5.2 Within the appointed half (1/2) hour cutover time, CLEC will call
NEVADA's Local Operations Center ("LOC"), and when the LOC is reached
in that interval, such work will begin. If CLEC fails to call or is not
ready within the appointed interval, and if CLEC had not called to
reschedule the work at least two (2) hours prior to the start of the
interval,
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CLEC and NEVADA will reschedule the work. order on a mutually
negotiated basis and CLEC will pay the Service Date Change
charge as set forth in NEVADA's Tariff P.S.C.N. C, Section 5
to reschedule the appointment.
4.5.3 If NEVADA's LOC is not available or ready when CLEC calls
during the half (1/2) hour interval, NEVADA will not bill the
Service Date Change charge for the Loop or Loops scheduled for
that interval and will reschedule the installation on a
mutually negotiated basis.
4.6 Forecasts
For the first six (6) months after CLEC's first order for a Loop, CLEC
shall provide to NEVADA forecasts of the number of loops at the LATA
level. Thereafter, CLEC shall make a good-faith effort to provide such
forecasts to NEVADA at a Wire Center level. This includes associated
additional line ("ADL") requirements when NEVADA's primary residential
POTS service is not to be disconnected in the establishment of loop
service. CLEC shall provide such
forecasts to NEVADA on a semi-annual basis.
5. LOCAL SWITCHING
5.1 The local switching element encompasses line-side and trunk-side facilities
plus the features, functions and capabilities of the switch. The line side
facilities include the connection between a loop termination at, for
example, a main distribution frame ("MDF"), and a switch line card.
Trunk-side facilities include the connection between, for example, hunk
termination at a trunk-side cross connect panel and a trunk card. The local
switching element includes all features, functions, and capabilities of the
local switch, including but not limited to the basic switching function of
connecting lines to lines, lines to trunks, trunks to lines and trunks to
trunks. It also includes the same basic capabilities that are available to
NEVADA customers, such as a telephone number and dial tone. In addition,
the local switching element includes access to features that NEVADA uses or
is authorized to use in that switch, including Custom Calling, CLASS
features, and Centrex-like capabilities.
5.2 Until such time that a CLEC purchases unbundled Local Switching and
elects to provide customized routing for local calls to its customers,
NEVADA will route local calls as defined by the exchange dialing plan.
Where CLEC elects to provide customized routing for local calls, NEVADA
will provide the functionality and features required to route all
multiple switch local calls from CLEC End Users to CLEC designated,
dedicated trunks. Intraswitch local calls will continue to be routed
via NEVADA intraoffice facilities. CLEC custom routed local calls will
be routed based on the class of call. All CLEC Local Interconnection
Trunk Group(s) are dedicated and will not overflow to the
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NEVADA network for call completion. A single customized routing configuration
will be provided for all of CLEC's customers in an individual switch.
Implementation of CLEC customized local interconnection routing arrangements
will be on a project-specific basis as mutually agreed by the Parties.
5.2.1 An End Office Dedicated DS-1 Trunk Port provides CLEC with dedicated
hunk access on NEVADA's trunk side of an End Office Switch at a DS-1
level.
5.2.2 A Tandem Dedicated DS-1 Trunk Port provides CLEC with dedicated trunk
access on NEVADA's trunk side of a Tandem Switch at a DS-1
level.
5.3 When CLEC uses unbundled Local Switching, NEVADA will route interLATA,
interstate and international calls via CLEC End User's presubscription
or casually dialed interLATA carrier. Until such time that intraLATA
presubscription is deployed in conjunction with interLATA relief,
NEVADA will route intraLATA toll calls as defined by the exchange
dialing plan when CLEC uses Local Switching elements. When intraLATA
presubscription is deployed, NEVADA will route intraLATA toll calls to
CLEC End User's presubscribed or casually dialed intraLATA carrier.
5.4 When CLEC purchases unbundled Local Switching, NEVADA's Local Switching
element will route:
(a) local calls on NEVADA's shared network to the appropriate trunk or lines
for call origination or termination; and
(b) toll calls on NEVADA's common network to the appropriate trunk or lines for
call origination or termination.
5.5 Where CLEC purchases unbundled Local Switching ("ULS") and elects to
provide Directory Assistance and/or Operator Services to its customers
through its own or third party Directory Assistance and/or Operator
Services platforms, NEVADA will provide the functionality and features
required to route calls from CLEC customers for local Directory
Assistance (i.e., DA calls dialed within the customer's NPA) and/or
Operator Services to CLEC designated, dedicated trunks for the
provision of CLEC Directory Assistance and/or Operator Services as
agreed to by the Parties.
5.5.1 Trunk signaling will be appropriate to the technology used to provide
access to CLEC Directory Assistance and/or Operator Services Platform.
All CLEC Directory Assistance and Operator Services trunk group(s) will
be dedicated final and will not overflow to NEVADA's network for call
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completion. A single customized routing configuration will be provided for all
of CLEC's customers in an individual switch. Implementation of CLEC customized
Directory Assistance and/or Operator Services routing arrangements will be on a
project-specific basis as mutually agreed by the Parties.
5.5.2 Charges are dependent upon switch type and include Switching
Establishment in addition to the Customized Routing charges to
be determined on a project specific basis outlined in Section
5.2 above.
5.6 NEVADA will provide the Local Switching element only with standard central
office treatments (e.g., busy tones, vacant codes, fast busy, etc.),
supervision and announcements.
5.7 NEVADA will control congestion points such as those caused by radio
station call-ins, and network routing abnormalities, using capabilities
such as Automatic Call Gapping, Automatic Code Gapping, Automatic
Congestion Control, and Network Routing Overflow. CLEC agrees to
respond to NEVADA's notifications regarding network congestion.
5.8 NEVADA will provide switch interfaces to adjuncts in the same manner it
provides them to itself CLEC requests for use of NEVADA's adjuncts will
be handled through the Bona Fide Request process.
5.9 In ordering BILLS, CLEC will designate the features and functions that
are to be activated on a particular unbundled switch port. NEVADA will
provide features to the extent such features and functions are
available or as may be requested by the Bona Fide Request process.
5.10. Switch Ports
5.10.1 Analog Line Port
An Analog Line Port is a line side switch connection
available in either a loop or ground start signaling
configuration used primarily for Switched voice
communications.
5. 10.2 ISDN- Basic Rate Interface ("BRI") Port
An ISDN BRI Port is a line side switch connection which provides ISDN
Basic Rate Interface ("BR") based capabilities.
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5.11 Basic Switching Functions
5.11.1 Interoffice - Originating
When any call originates from an ULS Port and is routed to
NEVADA's public network via a connection to unbundled
transport, CLEC will pay the Interoffice -Originating rates.
Interoffice - Originating rate elements include a charge for
Setup per Attempt and a charge per Minute of Use ("MOU").
Charges for unbundled transport as outlined in Section 8 below
will also apply.
5.11.2 Interoffice - Terminating
When a call that has been routed through NEVADA's public network
terminates to an ULS Port, CLEC will pay Interoffice - Terminating.
Interoffice - Terminating rate elements include a charge for Setup per
Call and a charge per MOU.
5.11.3 Intraoffice
CLEC will pay Intraoffice Setup per Call and per MOU for a call
originating from a CLEC ULS line or trunk port that terminates to a
NEVADA end user service line or any other unbundled line or trunk port
which is connected to the same end office switch.
5.12 Forecasts
At the time that CLEC first orders unbundled Switch Ports,
CLEC shall provide to NEVADA forecasts of the number of such
unbundled Switch Port arrangements (quantities of lines and
trunks) at an End Office level. Thereafter, CLEC shall provide
such forecasts to NEVADA on a semi-annual basis.
6. TANDEM SWITCHING
6.1 Tandem Switching is defined as:
(a) trunk-connect facilities, including but not limited to the connection
between trunk termination at a cross-connect panel and a switch trunk
card;
(b) the basic switching function of connecting trunks to trunks; and
(c) all technically feasible functions, that NEVADA uses or is authorized
to
use, that are centralized in tandem switches (as distinguished from
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separate end-office switches), including but not
limited to call routing, call recording, and
signaling conversion features.
6.1.1 Tandem Switching will provide trunk-to-trunk
connections for local calls between two end
offices.
6.1.2 To the extent all signaling is SS7, Tandem
Switching will preserve CLASS/LASS features
and Caller ID as traffic is processed.
Additional signaling information and
requirements are provided in Section 9 of
this Appendix..
Tandem Switching rate elements include a charge for Setup Per
Call and a charge Per MOU.
6.2 Forecasts
At the time that CLEC first orders Tandem Switching, CLEC
shall provide to NEVADA forecasts of the number of such Tandem
Switching arrangement's (quantities of trunks) at a central
office level. Thereafter, CLEC shall provide such forecasts to
NEVADA on a semi-annual basis.
7. OPERATOR SERVICES AND DIRECTORY ASSISTANCE
NEVADA will provide access to operator service and directory assistance
facilities where technically feasible. (47 CFR Section 51.319(g)). In
addition, Operator Services and Directory Assistance ("OS/DA~) are
available as described in Appendix DA, and Appendix OS.
8. INTEROFFICE TRANSPORT
The Interoffice Transport network element is defined as NEVADA's
interoffice transmission facilities dedicated to a particular customer
or carrier, or shared by more than one customer or carrier, that
provides telecommunications between wire centers owned by NEVADA or
CLEC or third parties acting on behalf of CLEC, or between switches
owned by NEVADA or CLEC or third parties acting on behalf of CLEC.
Interoffice Transport includes Common Transport, Shared Transport, and
unbundled Dedicated Transport, which is comprised of interoffice
transport, Entrance Facilities, DCS, and Multiplexing.
NEVADA will be responsible for the engineering, provisioning, and
maintenance of the underlying equipment and facilities that are used to
provide Interoffice Transport.
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8.1 Common Transport
Common Transport is an interoffice transmission path between a NEVADA
tandem and a NEVADA end office. Common Transport will allow CLEC access
to a transmission facility to transport the toll call dialed by the
unbundled Local Switching element to its destination through the use of
NEVADA's common transport network. Common Transport is charged on a
Minute-of-Use basis (both fixed and per mile), as outlined in Appendix
PRICING.
8.2 Shared T
-
Transport
Shared Transport is an interoffice transmission path between NEVADA End
Offices. Shared Transport will allow CLEC access to a transmission
facility to transport the local call dialed by the unbundled Local
Switching element to its destination through the use of NEVADA's shared
transport network. Shared Transport is charged on a Minute-of-Use basis
(both fixed and per mile), as outlined in Appendix PRICING.
8.3 Dedicated Transport
8.3.1 Dedicated Transport is an interoffice transmission path dedicated to a
particular customer or carrier that provides telecommunications between
wire centers owned by NEVADA or CLEC, or between switches owned by
NEVADA or CLEC. Dedicated Transport includes the following rate
elements:
(a) Interoffice Transport Fixed - Billed per termination at each
NEVADA end office.
(b) Interoffice Transport Variable - Billed per mile for the transmission
path which extends between each NEVADA end office.
(c) Entrance Facility - Applies from NEVADA's wire center (serving
wire center) to the CLEC's location.
(d) Multiplexing - Applies when CLEC orders multiplexing.
(e) Digital Cross Connect System ("DCS") - NEVADA will offer access to
Digital Cross-Connect System(s) ("DCS") in conjunction with the
unbundled dedicated transport element with the same functionality that
is offered to interexchange carriers.
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8.3. 1.1 NEVADA will offer Dedicated Transport as a circuit (e.g., DS-1, DS-3)
dedicated to CLEC.
8.3.1.2 NEVADA will provide Dedicated Transport at the following speeds:
DS-1 (1,544 Mbps), and DS-3 (45 Mbps). Availability of unbundled
transport services at transmission rates other than those provided
in Appendix PRICING are subject to CLEC's request according to
Section 2.13 of this Appendix.
8.3.2 See Appendix PRICING for rate elements for Interoffice Transport.
8.4 Forecasts
For the fast six (6) months after CLEC's first order for
unbundled Dedicated Transport, unbundled Entrance Facilities,
or Digital Cross-Connect System, CLEC shall provide to NEVADA
forecasts of the number of such unbundled
Transport/interoffice/Entrance Facilities/DCS
arrangements/multiplexing at a LATA level. Thereafter, CLEC
shall make a good faith effort to provide such forecasts to
NEVADA at a wire center level. CLEC shall provide such
forecasts to NEVADA on a semi-annual basis.
9. SIGNALING NETWORKS AND CALL-RELATED DATABASES
Signaling Networks and Call-Related Databases are Network Elements that
include Signaling Link Transport, Signaling Transfer Points, Service
Control Points, and CallRelated Databases. Access to NEVADA's signaling
network and call related databases will be provided as described in the
following Appendices: SS7, 800, and AIN.
10. OPERATIONS SUPPORT SYSTEMS FUNCTIONS
Operations Support Systems Functions consist of pre-ordering, ordering,
provisioning, maintenance and repair, and billing functions supported
by NEVADA's databases and information. NEVADA will provide CLEC access
to its Operations Support Systems Functions as outlined in Appendix
OSS.
11. CROSS-CONNECTS
The cross connect is the media between the NEVADA distribution frame and a CLEC
designated point of access as described in Section 2.5 above.
11.1 The applicable loop cross connects are as follows:
(a) 2-wire analog loop to point of access;
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(b) 4-wire analog loop to point of access;
(c) 2-wire digital loop to point of access; and
(d) 4-wire digital loop to point of access.
11.2 The applicable unbundled Dedicated Transport cross connects are as follows:
(a) DS- I to point of access; and
(b) DS-3 to point of access.
11.3 The applicable Switch Port cross connects are as follows:
(a) Analog Line Port to point of access;
(b) ISDN BRI Port to point of access.
12. PRICING
12.1 Attached hereto as Appendix PRICING is a schedule which reflects the
prices at which NEVADA agrees to provide CLEC with access to Unbundled
Network Elements. CLEC agrees to compensate NEVADA for Unbundled
Network Elements at the terms and conditions contained in this
Appendix. Unbundled Network Elements are available from NEVADA on a per
Unbundled Network Element basis at prices as contained in Appendix
PRICING.
12.1.1 For any rate element and/or charge contained in or referenced
to in this Appendix that are not listed in the attached
Appendix PRICING, including Bona Fide Requests, NEVADA and
CLEC will negotiate prices.
12.2 Unless otherwise stated, NEVADA will render a monthly bill for Network
Elements provided hereunder. Remittance in full will be due within
thirty (30) days of receipt of invoice. Interest will apply on overdue
amounts.
12.3 Recurring Charges
12.3.1 Unless otherwise listed below, where Rates are shown as monthly, a month
will be defined as a calendar month. The minimum term for each monthly
rated element will be one (1) month. After the initial month, billing will
be on the basis of whole or fractional months used. The
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minimum service period for elements provided under the Bona Fide
Request process may be longer.
12.3.2 Where rates are based on minutes of use, usage will be accumulated at
the end office or other measurement point without any per call rounding
and total minutes by end office are rounded to the next higher minute.
CLEC shall pay for all usage on such calls including those that are not
completed due to busy or don't answer conditions.
12.3.3 Where rates are based on miles, the mileage will be calculated on the
airline distance involved between the locations. To determine the rate to
be billed, NEVADA will first compute the mileage using the V&H
coordinates method, as set forth in the National Exchange Carrier
Association, Inc. Tariff FCC No 4. When the calculation results in a
fraction of a mile, NEVADA will round up to the next whole mile before
determining the mileage and applying rates.
12.4 Nonrecurring Charges
12.4.1 Consistent with CFR 51.307(d), there are nonrecurring charges for each
Unbundled Network Element on the first connection on a CLEC order as
well as separate nonrecurring charges for each additional connection
associated with the same CLEC order at the same CLEC specified
premises.
12.4.2 The appropriate nonrecurring charges shall apply for each service
request processed by NEVADA, including but not limited to the
following:
(a) installation (Service Order and Connect);
(b) disconnection (Disconnect);
(c) rearrangement/modification (Change); or
(d) cancellation (per NEVADA's tariff P.S.C.N. C, Section 5).
12.5 Maintenance of Elements
12.5.1 The network elements provided by NEVADA pursuant to this Appendix will be
maintained by NEVADA.
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12.5.2 If trouble occurs with Unbundled Network Elements provided by NEVADA,
CLEC will first determine whether the trouble is in CLEC's own
equipment and/or facilities or those of the End User. If CLEC
determines the trouble is in NEVADA's equipment and/or facilities, CLEC
will issue a trouble report to NEVADA.
12.5.3 CLEC will pay Additional Labor charges when CLEC reports a suspected
failure of a network element and NEVADA dispatches personnel to the End
User's premises or a NEVADA central office and trouble was not caused
by NEVADA's facilities or equipment. Additional Labor charges will
include all technicians dispatched, including technicians dispatched to
other locations for purposes of testing. Rates for Additional Labor
will be billed pursuant to NEVADA's tariff P.S.C.N. C, Section 13.
12-5.4 CLEC shall pay Additional Labor charges when NEVADA dispatches personnel
and the trouble is in equipment or communications systems provided by an
entity other than NEVADA or in detariffed CPE provided by NEVADA.
12.5.5 If CLEC issues a trouble report allowing NEVADA access to the End
User's premises and NEVADA personnel are dispatched but denied access
to the premises, then Additional Labor charges will apply for the
period of time that NEVADA personnel are dispatched.
12.5.6 Additional Labor charges apply on a first and additional basis for each
half hour or fraction thereof. If more than one technician is
dispatched in conjunction with the same trouble report, the total time
for all technicians dispatched will be aggregated prior to the
distribution of time between the "First Half Hour or Fraction Thereof'
and "Each Additional Half Hour or Fraction Thereof' rate categories.
Basic Time is work related efforts of NEVADA performed during normally
scheduled working hours on a normally scheduled work day. Overtime is
work related efforts of NEVADA performed on a normally scheduled work
day, but outside of normally scheduled working hours. Premium Time is
work related efforts of NEVADA performed other than on a normally
scheduled work day.
12-5.7 If CLEC requests or approves a NEVADA technician to perform services in
excess of or not otherwise contemplated by the nonrecurring charges
herein, CLEC will pay for any additional work to perform such services,
including requests for installation or conversion outside of normally
scheduled working hours.
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12.6 Other Pricing Terms and Conditions for Unbundled Local Switching
("ULS")
1-2.6.1 When CLEC purchases unbundled Local Switching, CLEC may also order
available NEVADA vertical features that the switch is equipped to
provide. CLEC will pay the monthly and nonrecurring charges for such
features as listed in Appendix PRICING.
12-6.2 Use of NEVADA's SS7 signaling network will be provided for unbundled
local switching. CLEC does not separately order SS7 under this method.
12.6.3 With unbundled Local Switching, NEVADA will make available features
that require resources outside the switch, but CLEC will pay additional
charges (e.g., TCAP messages, SS7 Signaling, database queries, etc.)
for such features.
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Analog Line Port $31.60 $15.80 $64.85 $57.25 $24.50 $11.80 $89.35 $69.05
BRI Port $31.60 $15.80 $64.85 $57.25 $24.50 $11.80 $89.35 $69.05
PRI Port $31.60 $15.80 $104.15 $70.60 $53.40 $29.45 $167.60 $100.05
Analog DID Port $31.60 $15.80 $155.35 $148.80 $65.30 $52.60 $220.65 $201.40
..........
...
Unbundled Dedicated .....
Voice Grade 2 Wire $31.60 $15.80 $130.50 $122.95 $65.30 $52.60 $195.90 $175.55
Voice Grade 4 Wire $31.60 $15.80 $155.35 $148.80 $65.30 $52.60 $220.65 $201.40
DS1 $31.60 $15.80 $184.00 $143.70 $64.70 $47.40 $248.65 $191.10
DS3 ICB ICB Ice ICB ICB ICB Ice ICB
OC3 IGB Ice Ice Ice Ice ICB Ice ICB
OC12 ice Ice Ice ICB Ice ICB ICB ICB
OC48 Ice ICB Ice Ice ICB ICB Ice Ice
</TABLE>
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<PAGE>
APPENDIX WP
343
<PAGE>
APPENDIX WP Page i of I NEVADA/PAC-WEST TELECOMM, INC.
020898
TABLE OF CONTENTS
1. SERVICE PROVIDED ...............................................1
----------------------------------------------------------------
2. USE OF SUBSCRIBER LISTING INFORMATION ..........................2
------------------------------------------------------------
3. PRICING ........................................................2
4. ASSIGNMENT .....................................................3
----------------------------------------------------------------
5. LIABILITY ......................................................3
----------------------------------------------------------------
6. BREACH OF CONTRACT ............................................4
---------------------------------------------------------------
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APPENDIX WP
Pagel of 4
NEVADA/PAC-WEST TELECOMM, INC.
020898
APPENDIX WP
WHITE PAGES DIRECTORY APPENDIX
NEVADA and CLEC agree to the following terms and conditions for the printing and
distribution of White Pages directories:
(a) NEVADA publishes White Pages directories for geographic areas in which CLEC
also
provides local exchange telephone service, and CLEC wishes to include
listings information for its End Users in the appropriate NEVADA White
Pages directories.
(b) CLEC also desires distribution to its End Users of the White Pages
directories that
include listings of CLEC's End Users.
NOW THEREFORE, in consideration of these premises, NEVADA and CLEC agree as
follows:
1. SERVICE PROVIDED
1.1 Subject to NEVADA's practices, as well as the rules and regulations
applicable to
the provision of White Pages directories, NEVADA will include in
appropriate White Pages directories the primary alphabetical listings
of all CLEC End Users located within the local directory scope. The
rules, regulations and NEVADA practices are subject to change from time
to time.
1.2 CLEC shall furnish to NEVADA, in a form acceptable to both Parties,
subscriber
listing information pertaining to CLEC End Users located within the
local directory scope, along with such additional information as NEVADA
may require to prepare and print the alphabetical listings of said
directory.
1.3 CLEC may provide CLEC's subscriber listing information to NEVADA for
inclusion in the White Pages directory via an electronic feed of the
listing information to NEVADA's listing database. Upon receipt of a
request from a third party directory publisher, including Pacific Bell
Directory, for subscriber listing information, NEVADA will provide to
that third party directory publisher CLEC subscriber's listing
information on an alphabetically Interfiled (interspersed) basis and
indistinguishable from NEVADA's subscriber listing information. CLEC is
responsible in using all available information to validate CLEC's End
User listings for the directory(ies) prior to the directory(ies)
deadline.
1.4 CLEC must provide a Main Listing (whether the End User's number is to be
published or non-published) for each end-user that requires delivery.
NEVADA
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will arrange for the delivery of local directories to CLEC end-users in
accordance with current practices.
1.5 Each CLEC subscriber will receive one copy of NEVADA's White Pages
directory, and a Yellow Pages directory when cobound with the White
Pages, in the same manner and at the same time that they are provided
to NEVADA's subscribers.
1.6 If CLEC's End User already has a current NEVADA directory, NEVADA shall
not be required to deliver a directory to that End User until new
directories are published for that End User's location.
1.7 At CLEC's request, NEVADA will include CLEC specific
information (i.e., business office, residence office, repair
bureau, etc.) in the White Pages directory on an "index-type"
informational page. This page will also include specific
information pertaining to other CLECs. At its option, CLEC
shall provide NEVADA with its logo and information in the form
of a camera ready copy, sized at 1/8h of a page.
2. USE OF SUBSCRIBER LISTING INFORMATION
CLEC authorizes NEVADA or its affiliated directory publisher to use the
subscriber listing information provided to NEVADA pursuant to this Appendix, for
inclusion in the appropriate printed directories and directory assistance
databases where such service is provided by NEVADA.
Note: NEVADA uses CLEC and NEVADA listings to update/publish the Directory
Assistance Data Base and the WP directory(ies).
3. PRICING
3.1 Additional Listing Services (e.g., foreign listings) can be purchased by
CLEC for its End Users on a per listing basis. CLEC shall pay NEVADA for
all such listings provided to CLEC's End Users. The rates for additional
listing services described herein are identified in NEVADA's tariff rates
as defined in P.S.C.N. A5.
3.2 Where CLEC's End User requires additional listings to appear in the
White Pages directory, NEVADA will assess CLEC a monthly charge for
such listings at existing NEVADA tariff rates as defined in P.S.C.N.
A5.
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4. ASSIGNMENT
The subscriber listing information shall remain the property of CLEC.
Except as stated in Section -a herein, NEVADA shall not sublicense,
assign, sell or transfer the subscriber listing information provided
hereunder, nor shall NEVADA authorize any other company, outside the
Southwestern Bell Company family of companies, or any person to use the
subscriber listing information for any other purpose. NEVADA shall take
appropriate measures to guard against any unauthorized use of the
listings provided to it hereunder (at least the same measures NEVADA
takes to protect its own listings from unauthorized use), whether by
NEVADA, its agents, employees or others.
5. LIABILITY
5.1 CLEC hereby releases NEVADA from any and all liability for damages due to
errors or omissions in CLEC's subscriber listing information as
provided to NEVADA under this appendix, and/or CLEC's subscriber
listing information as it appears in the White Pages directory,
including, but not limited to, special, indirect, consequential,
punitive or incidental damages.
5.2 CLEC shall indemnify, protect, save harmless and defend NEVADA (or
NEVADA's officers, employees, agents, assigns and representatives) from
and against any and all losses, liability, damages and expense arising
out of any demand, claim, suit or judgment by a third party in any way
related to any error or omission in CLEC's subscriber listing
information as it appears in the White Pages directory, including any
error or omission related to non-published or nonlisted subscriber
listing information. CLEC shall so indemnify regardless of whether the
demand, claim or suit by the third party is brought jointly against
CLEC and NEVADA, and/or against NEVADA alone. However, if such demand,
claim or suit specifically alleges that an error or omission appears in
CLEC's subscribers listing information in the White Pages directory,
NEVADA may, at its option, assume and undertake its own defense, or
assist in the defense of CLEC, in which event CLEC shall reimburse
NEVADA for reasonable attorney's fees and other expenses incurred by
NEVADA in handling and defending such demand, claim and/or suit.
5.3 This Appendix shall not establish, be interpreted as establishing, or
be used by either party to establish or to represent their relationship
as any form of agency, partnership or joint venture. Neither party
shall have any authority to bind the other or to act as an agent for
the other unless written authority, separate from this Appendix, is
provided. Nothing in the Appendix shall be construed as providing for
the sharing of profits or losses arising out of the efforts of either
or both of the Parties. Nothing herein shall be construed as making
either Party responsible or liable for the obligations and undertakings
of the other Party.
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6. BREACH-OF CONTRACT
If either Party is found to have materially breached this Appendix, the
non-breaching Party may terminate the Appendix by providing written notice to
the breaching party, whereupon this Appendix shall be null and void with respect
to any issue of NEVADA'S White Pages directory published sixty (60) or more days
after the date of the receipt of such written notice.
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APPENDIX 800
349
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TABLE OF CONTENTS
1. DESCRIPTION ........................................................1
--------------------------------------------------------------------
2. TERMS AND CONDITIONS ...............................................2
--------------------------------------------------------------------
3. RATE REGULATIONS ...................................................5
--------------------------------------------------------------------
3.2 Rate Elements .....................................................5
-------------------------------------------------------------------
4. MONTHLY BILLING ....................................................5
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ACCESS TO THE TOLL FREE CALLING DATABASE
This Appendix sets forth the terms and conditions under which NEVADA provides
Access to the Toll Free Calling Database.
1. DESCRIPTION
1.1 NEVADA's 800 database, an ANSI SS7 call-related database
system, receives updates processed from the national System
Management System/800 ("SMS/800") database. Customer records
in the SMS/800 are created or modified by entities known as
Responsible Organizations ("RespOrd") who obtain access to the
SMS/800 via the System Management System/800 database, Tariff
FCC No. 1. 800 Service Providers must either become their own
RespOrg or use the services of an established RespOrg. The
services of a RespOrg include creating and updating 800
records in the SMS/800 to download to the 800 database(s).
NEVADA does not, either through a tariff or contract, provide
RespOrg service.
1.2 After the 800 customer record is created in the SMS/800, the
SMS/800 downloads
the records to the appropriate databases, depending on the
area of service chosen by the 800 subscriber. An 800 customer
record is created in the SMS/800 for each 800 number to be
activated. The SMS/800 initiates all routing changes to update
information on a nationwide basis.
1.3 Access to the Toll Free Calling Database allows CLEC to access
NEVADA's 800
database for the purpose of switch query and database
response. Access to the Toll Free Calling Database supports
the processing of toll free calls (e.g., 800 and 888) where
identification of the appropriate carrier (800 Service
Provider) to transport the call is dependent upon the full ten
digits of the toll free number (e.g., 1+800+NXX+X)CXX). Access
to the Toll Free Calling Database includes all 800-type
dialing plans (i.e., 800, 888, and other codes as may be
designated in the future).
1.4 Access to the Toll Free Calling Database provides the carrier
identification function required to determine the appropriate
routing of an 800 number based on the geographic origination
of the call, from a specific or any combination of NPA/NXX,
NPA or LATA call origination detail.
1.5 There are three optional features available with 800 service:
(a) POTS Translation;
(b) Multiple Destination;. and
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(c) Six-Digit Master Number List Turnaround.
1.5.1 The POTS Translation feature converts the 800 number into a designated
10-digit number. If the 800 Service Provider provides the designated
10digit number associated with the 800 number and requests delivery of
the designated 10-digit number in place of the 800 number, NEVADA will
deliver the designated I 0-digit number.
1.5.2 The Multiple Destination feature allows the customer to create routing
schemes utilizing:
(a) Time of Day;
(b) Day of Week
(c) Day of Year
(d) Allocation of Traffic by Percentage
(e) NPA-NXX-XXXX
1.5.3 The Six-Digit Master Number List Turnaround feature
applies when customer identification is performed for
Canadian and Caribbean toll free numbers. This
feature is billed in lieu of the Basic Toll Free
Access Query charge.
2. TERMS AND CONDITIONS
2.1 Access to the Toll Free Calling Database provided under these terms and
conditions is only available for use in the provision of telephone
exchange and exchange access telecommunications services as specified
in the Telecommunications Act of 1996 and any effective rules and
regulations of the Federal Communications Commission and Public Utility
Commission of Nevada.
2.2 Access to the Toll Free Calling Database is offered separate and apart
from other unbundled network elements necessary for operation of the
network routing function addressed in these terms and conditions, e.g.,
end office 800 SSP functionality and CCS/SS7 signaling. This Appendix
is separate from the prices, terms, conditions and billing for such
related elements, and in no way shall this Appendix be construed to
circumvent the prices, terms, conditions or billing as specified for
such related elements.
2.3 CLEC shall address its queries to NEVADA's database to the alias point code
of the ST? pair identified by NEVADA. CLECs queries shall use subsystem
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number 0 in the calling party address field and a translations type of 254 with
a routing indicator set to route on global title. CLEC acknowledges that such
subsystem number and translation type values are necessary for NEVADA to
properly process queries to its 800 database.
2.4 Each Party warrants to the other that it shall send queries and SS7
messages conforming to the ANSI approved standards for SS7 protocol and
pursuant to the Specifications and Standards documents attached and
incorporated herein in Exhibit I. Both Parties acknowledge that
transmission in said protocol is necessary for each Party to provision
Access to the Toll Free Calling Database (or the equivalent thereof).
Each Party reserves the right to modify its network pursuant to other
specifications and standards, which may include Bellcore Specifications
defining specific service applications, message types, and formats,
that may become necessary to meet the prevailing demands within the
U.S. telecommunications industry. All such changes shall be announced
in accordance with the then prevailing industry standard procedures.
Each Party shall work cooperatively to coordinate any necessary
changes.
2.5 CLEC acknowledges and agrees that CCS/SS7 network overload due to
extraordinary volumes of queries and/or other SS7 network messages can
and will have a detrimental effect on the performance of NEVADA's
CCS/SS7 network and its 800 database. CLEC further agrees that NEVADA,
at its sole discretion, may employ certain automatic and/or manual
overload controls within NEVADA's CCS/SS7 network to guard against
these detrimental effects. NEVADA shall report to CLEC any instances
where overload controls are invoked due to CLECs CCS/SS7 network. CLEC
shall take immediate corrective actions as are necessary to cure the
conditions causing the overload situation.
2.6 During periods of 800 database system congestion, NEVADA shall utilize
an automatic code gapping procedure to control congestion that may
affect the service of all customers of NEVADA's 800 database. The
automatic code gapping procedure used by NEVADA shall notify the CLEC's
switch of the gap length (how long CLECs switch should wait before
sending another query) and the gap duration (how long the switch should
continue to perform gapping). For example, during an overload
condition, the automatic code gapping procedures shall tell NEVADA 's
800 database when to begin to drop one out of three queries received.
This code gapping procedure shall be applied uniformly to all users of
NEVADA's 800 database. NEVADA reserves the right to manually invoke the
automatic code gapping procedure to control congestion.
2.7 Prior to NEVADA initiating service under this Appendix, CLEC shall
provide an initial forecast of busy hour query volumes. CLEC shall
update its busy hour forecast for each upcoming calendar year (January
- December) by October I of the preceding year and also whenever CLEC
anticipates a change to existing
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forecasts. CLEC shall provide such updates each year for the first three (3)
years of this Appendix. If, prior to the establishment of a mutually agreeable
service effective date, in writing, NEVADA, at its discretion, determines that
it lacks adequate processing capability to provide Access to the Toll Free
Calling Database to CLEC, NEVADA shall notify CLEC of NEVADA's intent not to
provide the services under this Appendix and this Appendix will be void and have
no further effect.
2.8 CLEC shall from time to time at NEVADA's request, provide additional
forecasted information as deemed necessary by NEVADA for network
planning in connection with this offering.
2.9 NEVADA shall test the Access to the Toll Free Calling Database in
conjunction with CCS/SS7 Interconnection Service (e.g., SS7 Appendix)
as outlined in Bellcore Technical References TR-NWT-000533,
GR-954-CORE, GR-905 CORE, and PUB L-780023-PB/NB.
2.10 CLEC shall only use Access to the Toll Free Calling Database to
determine the routing requirements for originating 800 calls. Neither
CLEC nor carrier customers of CLEC, if CLEC is acting on behalf of
other carriers, shall use the database information to copy, store,
maintain or create any table or database of any kind or for any
purpose. If CLEC acts on behalf of other carriers to access NEVADA's
Toll Free Calling Database, CLEC shall prohibit such carriers from
copying, storing, maintaining, or creating any table or database of any
kind from any response provided by NEVADA after a query to NEVADA's
Toll Free Calling Database. CLEC shall only use this network element in
connection with the provision of telephone exchange and exchange access
services.
2.11 CLEC shall ensure that it has sufficient link capacity and related
facilities to handle its signaling and toll free traffic without
adversely affecting other network subscribers.
2.12 NEVADA shall provide Access to the Toll Free Calling Database as set
forth in this Appendix only as such elements are used for CLEC's
activities on behalf of its Nevada local service customers where NEVADA
is the incumbent local exchange carrier. CLEC agrees that any other use
of NEVADA's Toll Free Calling Database for the provision of 800
database service by CLEC will be pursuant to the terms, conditions,
rates, and charges of NEVADA's effective tariffs, as revised, for 800
database services.
2.13 This Appendix shall become effective on date) and shall
continue for one (1) year from the effective date of implementation of
Access to the Toll Free Calling Database. Thereafter, this Appendix
shall remain in effect unless terminated by either Party upon written
notice given sixty (60) days in advance of the termination date.
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2.14 Ordering and billing inquiries for the elements described
herein shall be directed to the Local Service Center ("LSC").
Ordering' shall be done through the LSC using the standard
CLEC order form and NEVADA's CCS/SS7 Interconnect
Questionnaire, if applicable.
3. RATE REGULATIONS
3.1 CLEC shall pay the rates for Access to the Toll Free Calling Database,
as described in Appendix PRICING. These rates and charges will apply
for one (1) year from the service effective date for each exchange.
After one (1) year, NEVADA may change the rates upon sixty (60) days'
notice. NEVADA may first give such notice sixty days before the end of
the first year.
3.2 Rate Elements
There are four rate elements associated with Access to the Toll Free
Calling Database:
(a) Basic Toll Free Access Query Rate Element;
(b) POTS Translations Rate Element;
(c) Multiple Destination Routing Rate Element; and
(d) Six-Digit Master Number List Turnaround Rate Element.
3.3 CLEC shall pay the Basic Toll Free Access query rate for each
query received and processed by NEVADA's database. When
applicable, the charge for the additional features (POTS
Translations, Multiple Destination Routing, and Six Digit
Master Number List Turnaround) are per query and in addition
to the Basic Toll Free Access query charge, and shall also be
paid by CLEC.
4. MONTHLY BILLING
NEVADA shall render monthly billing statements to CLEC, and remittance in full
will be due within thirty (30) days of receipt.
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APPENDIX 800
EXHIBIT I
SPECIFICATIONS AND STANDARDS
Description of Subject Area
and Issuing Organization Document Number
Bellcore, SS7 Specifications GR-246-CORE
TR-NWT-000271
TR-NWT-000533
Bellcore, CCS Network Interface Specifications GR-905-CORE
PUB L-780023-PB/NB
GR-954-CORE
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CERTIFICATE OF SERVICE Docket No.
I hereby certify that I have this day served the foregoing document upon all
parties of record in this proceeding by delivering a copy thereof in person to
or by mailing a copy thereof, properly addressed, with postage prepaid to:
Via Hand Delivery:
Public Utilities Commission of Nevada Public Utilities Commission of Nevada
Secretary (Orig +10) Staff Counsel (1)
1150 E. William Street 1150 E. William Street, Suite 200
Carson City, NV 89701 Carson City, NV 89701
Office of the Attorney General
Bureau of Consumer Protection
Fred Schmidt, Esq. (1)
1000 E. William Street, Suite 200
Carson City, NV 89701
Via U.S. Mail, Postage Pre-paid:
Sprint/Central-Nevada Sprint Communications
Ann Poncracz, Esq. Richard A. Purkey
330 S. Valley View Blvd. 1850 Gateway Drive, 7th Flr
Las Vegas, NV 89512 San Mateo, CA 94404-2467
Crowell, Susich, Owen, & Tackes, Ltd MCI Telecommunications
Steven E. Tackes, Esq. Anthony DiTirro
P. 0. Box 1000 201 Spear Street, 9th FIr
Carson City, NV 89702 San Francisco, CA 94105
AT&T Communications Humboldt County Commission
William A. Ettinger 50 West Fifth Street, Rm 205
795 Folsom Street Winnemucca, NV 89445
San Francisco, 94107
357
<PAGE>
Nye County Commission City Manager - Carson City
P. 0. Box 153 201 N. Carson Street
Tonopah, NV 89049 Carson City, NV 89701-4264
White Pine County Commission Storey County Commission
953 Campton Street Drawer D
Ely, NV 89301 Virginia City, NV 89440
Pershing County Commission Lyon County Commission
P. 0. Box 820 31 South Main Street
Lovelock, NV 89419 Yerington, NV 89447
Lincoln County Commission Churchill County Commission
P. 0. Box 27-8 10 West Williams
Pioche, NV 89043 Fallon, NV 89406
Mineral County Clerk Washoe County Commission
P. 0. Box 1450 P. 0. Box 11130
Hawthorne, NV 89415 Reno, NV 89502
Esmeralda County Commission Lander County Commission
Fish Lake Valley 315 South Humboldt
Dyer, NV 89010 Battle Mountain, NV 89823
Eureka County Clerk Douglas County Commission
P. 0. Box 677 P. 0. Box 218
Eureka, NV 89316 Minden, NV 89423
Clark County Commission Elko County Commission
500 South Grand Central Parkway 569 Court Street
Las Vegas, NV 89106 Elko, NV 89801
GTE Citizens Communications
Kurt Rasmussen Aloa Stevens
One GTE Place, CA500GCF 9670 South 700 East, Suite 10 1
Thousand Oaks, CA 91362 Sandy, UT 84070-3455
CenturyTel Rural Telephone Company
Gary Pearleberg, Vice President James Martell
290 N. Main P. 0. Box 9619
Calispell, MT 59901 Glenns Ferry, ID 9' )623
358
<PAGE>
Dennis R. Haney & Associates McDonald, Carano, Wilson, & McCune
Philip J. Dabney, Esq. John Frankovich, Esq.
301 E. Clark Avenue, Suite 700 241 Ridge Street, 4th Flr
Las Vegas, NV 89 101 Reno, NV 89505
Allison, MacKenzie, Hartman Churchill County Telephone
Karen Peterson Don Mello
P. 0. Box 646 P. 0. Box 1390
Carson City, NV 89702 Fallon, NV 89406
Filer Mutual Lincoln County Telephone Company
John Gunn John W. Christian, III
P. 0. Box 89 P. 0. Box 150
Filer, ID 82238 Pioche, NV 89043
Beehive Telephone Company State of Nevada
Art Brothers Department of Information Services
5160 Wiley Post Vay, Suite 220 505 E. King Street
Salt Lake City, U1 84116-2871 Carson City, NV 89701
AT&T Communications of Nevada Kilpatrick, Johnston, & Adler
Jim Endres, Assistnt Vice President Robert G. Johnston, Esq.
5250 South Virigina Street, Suite 370 412 North Division Street
Reno, NV 89502 Carson City, NV 89703
NextLink Nevada GTE Service Corporation
Rex Knowles Susan K. Miller. Ph.D.
I I I E. Broadway, Suite 1250 One GTE Place, CA500GCD
Salt Lake City, U1841 I I Thousand Oaks, CA 91362-2811
Goodin, Mac Bride 3queri, et. al. Pac-West Telecom, Inc.
John Clark, Esq. John Sumpter, VP Regulatory
505 Sansome Street Floor 4210 Coronado Avenue
San Francisco, CA)4111 Stockton, CA 95204
Sprint Communi( Natalie Wales,
A 1850 Gateway D San Mateo, CA
Dated at Reno, Neia this 30th day of August, 1999.
Beth Freemont
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Exhibit 10.36
PAC-WEST TELECOMM, INC.
AND
U S WEST COMMUNICATIONS, INC.
INTERCONNECTION
AGREEMENT
FOR THE STATE OF OREGON
CDS-000124-0030
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
I. RECITALS.......................................................................................... 1
II. SCOPE OF AGREEMENT................................................................................ 1
III. DEFINITIONS....................................................................................... 2
IV. RATES AND CHARGES GENERALLY...................................................................... 8
V. RECIPROCAL TRAFFIC EXCHANGE....................................................................... 9
A. Scope............................................................................................. 9
B. Types of Traffic.................................................................................. 9
C. Types of Exchanged Traffic........................................................................ 10
D. Rate Structure -- Local Traffic................................................................... 11
E. Rate Structure -- Toll Traffic.................................................................... 13
F. Rate Structure -- Transit Traffic................................................................. 13
G. LIS Interface Code Availability And Optional Features............................................. 13
H. Measuring Local Interconnection Minutes........................................................... 14
I. Testing........................................................................................... 14
J. Ordering.......................................................................................... 15
K. Billing Arrangements.............................................................................. 16
L. Mileage Measurement............................................................................... 17
M. Construction Charges.............................................................................. 17
VI. INTERCONNECTION................................................................................... 18
A. Definition........................................................................................ 18
B. Mid-span Meet POI................................................................................. 18
C. Collocation....................................................................................... 18
</TABLE>
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<TABLE>
<S> <C>
D. Entrance Facility................................................................................. 18
E. Quality of Interconnection........................................................................ 19
F. Points of Interface (POI)......................................................................... 19
G. Trunking Requirements............................................................................. 19
H. Service Interruptions............................................................................. 20
I. Interconnection Forecasting....................................................................... 22
VII. COLLOCATION....................................................................................... 24
VIII. INTERIM NUMBER PORTABILITY........................................................................ 33
A. General Terms..................................................................................... 33
B. Description Of Service............................................................................ 33
IX. DIALING PARITY.................................................................................... 38
X. ACCESS TO TELEPHONE NUMBERS....................................................................... 39
XI. CALL COMPLETION FROM USWC OPERATORS............................................................... 41
XII. BUSY LINE VERIFY/INTERRUPT........................................................................ 42
XIII. TOLL AND ASSISTANCE OPERATOR SERVICES............................................................. 43
XIV. DIRECTORY ASSISTANCE.............................................................................. 45
XVI. U S WEST DIRECT ISSUES............................................................................ 48
XVII. ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY............................................... 49
XVIII. ACCESS TO DATABASES............................................................................... 50
XIX. NOTICE OF CHANGES................................................................................. 51
XX. 911/E-911 SERVICE................................................................................. 52
</TABLE>
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<TABLE>
<S> <C>
XXI. REFERRAL ANNOUNCEMENT............................................................................. 55
XXII. COORDINATED REPAIR CALLS.......................................................................... 56
XXIII. NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST............................................. 57
XXIV. AUDIT PROCESS..................................................................................... 59
XXV. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES.......................................................... 61
XXVI. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING................................................... 62
XXVII. SIGNALING ACCESS TO CALL-RELATED DATABASES........................................................ 63
XXVIII. INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB).............................................. 64
XXIX. CONSTRUCTION CHARGES.............................................................................. 65
XXX. RESALE............................................................................................ 67
A. Description....................................................................................... 67
B. Scope............................................................................................. 67
C. Ordering and Maintenance.......................................................................... 67
D. Pac-West Responsibilities......................................................................... 69
E. Rates and Charges................................................................................. 70
F. Directory Listings................................................................................ 71
G. Deposit........................................................................................... 71
H. Payment........................................................................................... 72
XXXI. UNBUNDLED ACCESS/ELEMENTS......................................................................... 73
A. General Terms..................................................................................... 73
B. Description of Unbundled Elements................................................................. 73
XXXII. SERVICE STANDARDS................................................................................. 80
</TABLE>
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<TABLE>
<S> <C>
XXXIII. IMPLEMENTATION SCHEDULE........................................................................... 82
XXXIV. MISCELLANEOUS TERMS............................................................................... 83
A. General Provisions................................................................................ 83
B. Most Favored Nation Terms and Treatment........................................................... 83
C. Letter of Authorization........................................................................... 83
D. Payment........................................................................................... 84
E. Taxes............................................................................................. 84
F. Intellectual Property............................................................................. 84
G. Severability...................................................................................... 85
H. Responsibility for Environmental Contamination.................................................... 85
I. Responsibility of Each Party...................................................................... 85
J. Referenced Documents.............................................................................. 86
K. Publicity and Advertising......................................................................... 86
L. Executed in Counterparts.......................................................................... 86
M. Headings of No Force or Effect.................................................................... 86
N. Entire Agreement.................................................................................. 87
O. Joint Work Product................................................................................ 87
P. Disclaimer of Agency.............................................................................. 87
Q. Survival.......................................................................................... 87
R. Effective Date.................................................................................... 87
S. Amendment of Agreement............................................................................ 87
T. Indemnity......................................................................................... 88
U. Limitation of Liability........................................................................... 88
V. Term of Agreement................................................................................. 89
</TABLE>
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<TABLE>
<S> <C>
W. Controlling Law................................................................................... 89
X. Cancellation Charges.............................................................................. 90
Y. Regulatory Approval............................................................................... 90
Z. Compliance........................................................................................ 90
AA. Compliance with the Communications Law Enforcement Act of 1994 ("CALEA").......................... 90
BB. Independent Contractor............................................................................ 90
CC. Force Majeure..................................................................................... 90
DD. Dispute Resolution................................................................................ 91
EE. Commission Decision............................................................................... 91
FF. Nondisclosure..................................................................................... 91
GG. Notices........................................................................................... 93
HH. Assignment........................................................................................ 93
II. Warranties........................................................................................ 93
JJ. Default........................................................................................... 94
KK. No Third Party Beneficiaries...................................................................... 94
ARTICLE I - PREMISES...................................................................................... 4
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL......................................................... 5
ARTICLE III - TERM.......................................................................................... 6
ARTICLE IV - PREMISES CHARGES.............................................................................. 6
ARTICLE V - INTERCONNECTION CHARGES....................................................................... 8
ARTICLE VI - DEMARCATION POINT............................................................................. 8
ARTICLE VII - USE OF PREMISES.............................................................................. 9
</TABLE>
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<TABLE>
<S> <C>
ARTICLE VIII - STANDARDS.................................................................................. 10
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC............................................ 11
ARTICLE X - QUIET ENJOYMENT............................................................................. 12
ARTICLE XI - ASSIGNMENT.................................................................................. 12
ARTICLE XII - CASUALTY LOSS............................................................................... 12
ARTICLE XIII - LIMITATION OF LIABILITY..................................................................... 13
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES............................................. 14
ARTICLE XV - DISPUTE RESOLUTION.......................................................................... 14
ARTICLE XVI - SUCCESSORS BOUND............................................................................ 14
ARTICLE XVII - CONFLICT OF INTEREST........................................................................ 14
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES..................................................................... 15
ARTICLE XIX - NOTICES..................................................................................... 15
ARTICLE XX - COMPLIANCE WITH LAWS........................................................................ 15
ARTICLE XXI - INSURANCE................................................................................... 15
ARTICLE XXII - US WEST'S RIGHT OF ACCESS................................................................... 16
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS............................................................... 16
ARTICLE XXIV - MISCELLANEOUS............................................................................... 16
</TABLE>
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INTERCONNECTION AGREEMENT
THIS INTERCONNECTION AGREEMENT is between Pac-West Telecomm, Inc. ("Pac-West")
and U S WEST Communications, Inc. ("USWC"), a Colorado corporation.
I. RECITALS
Pursuant to this Interconnection Agreement Pac-West Telecomm, Inc. ("Pac-
West") and U S WEST Communications, Inc. ("USWC"), collectively "the
Parties", will extend certain arrangements to one another within each LATA
in which they both operate within this State. 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 Act"), and as such does not
necessarily represent the position of either Party on any given issue. 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.
II. SCOPE OF AGREEMENT
A. This Agreement sets forth the terms, conditions and prices under which
USWC agrees to provide (a) services for resale (hereinafter referred
to as "Local Services") (b) certain Unbundled Network Elements,
Ancillary Functions and additional features to Pac-West (hereinafter
collectively referred to as "Network Elements") or combinations of
such Network Elements ("Combinations") for Pac-West's own use or for
resale to others. The Agreement also sets forth the terms, conditions
and prices under which the parties agree to provide interconnection
and reciprocal compensation for the exchange of local traffic between
USWC and Pac-West for purposes of offering telecommunications
services. Unless otherwise provided in this Agreement, the parties
will perform all of their obligations hereunder throughout, to the
extent provided in the Appendices attached hereto. The Agreement
includes all accompanying appendices.
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. When Pac-West begins offering residential and business exchange
services in this state through the use of Pac-West's facilities, Pac-
West will notify USWC.
D. Acknowledgment of Deferred Issues:
Pac-West acknowledges it is USWC's position that USWC's existing
telecommunications network represents substantial investment made
as a result of its carrier-of-last-resort obligation and that
such network allows
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Pac-West's end users to interconnect with significantly more
business and residential customers than vice versa. Pac-West
further acknowledges USWC believes that a separate transitional
element is necessary to compensate USWC for the value of its
network in this Agreement, that under the Act, the FCC will
establish a proceeding to address Universal Service Support, and
that the Act also empowers the state Commission to establish a
separate proceeding on universal service issues. Pac-West further
acknowledges that USWC believes that USWC is entitled to receive
additional compensation for costs of implementing various
provisions of the Act, and that USWC shall seek such additional
recovery through future state and/or federal regulatory
proceedings. Pac-West disagrees with these USWC positions.
USWC acknowledges it is Pac-West's position that the relative
investments of the Parties is not a relevant consideration in the
context of this agreement and that it is the result of a
historical monopoly which confers significant, continuing
benefits on USWC. USWC acknowledges that it is Pac-West's
position that no transitional elements are necessary to
compensate USWC, that any such transitional elements would
constitute a windfall to USWC, and that the investigations
contemplated at the State and federal level for Universal Service
Funding will substantially disprove USWC's claims. USWC further
acknowledges that Pac-West believes that the costs of
implementing the Act are costs experienced by all
telecommunications carriers and that it would be unjust,
discriminatory, and anti-competitive to favor USWC with
additional cost recovery of implementation costs. USWC disagrees
with these Pac-West positions.
In consideration of Pac-West's willingness to interconnect on the
terms set forth in this Agreement, and without prejudice to the
position it may take in the FCC docket or before any state
Commission, USWC agrees to await the outcome of such proceedings,
rather than seek universal service support from Pac-West at this
time.
III. DEFINITIONS
A. "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.seq.), as
amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or a
Commission within its state of jurisdiction.
B. "Access Services" refers to the tariffed interstate and intrastate switched
access and private line transport services offered for the origination
and/or termination of interexchange traffic (see each Parties' appropriate
state and interstate access tariffs).
C. "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal using one of
several transmission
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methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).
D. "Access Service Request" or "ASR" means the industry standard forms and
supporting documentation used for ordering Access Services. The ASR will be
used to order trunking and facilities between Pac-West and USWC for Local
Interconnection Service.
E. "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a
network identifying the billing number of the calling party.
F. "CLASS features" are optional end user switched services that include, but
are not necessarily limited to: Automatic Call Back; Call Trace; Caller ID
and Related Blocking Features; Distinctive Ringing/Call Waiting; Selective
Call Forward; Selective Call Rejection. (See Bellcore documentation for
definition).
G. "BLV/BLVI Traffic" means an operator service call in which the caller
inquires as to the busy status of or requests an interruption of a call on
another Customer's Telephone Exchange Service line.
H. "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;
and
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.
I. "Collocation" means an arrangement whereby one Party's (the "Collocating
Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements on an unbundled basis
which has been installed and maintained at the premises of a second Party
(the "Housing Party"). Collocation may be "physical" or "virtual". In
"Physical Collocation," the Collocating Party installs and maintains its
own equipment in the Housing Party's premises. In "Virtual Collocation,"
the Housing Party installs and maintains the Collocating Party's equipment
in the Housing Party's premises.
J. "Commission" means the Oregon Public Utilities Commission.
K. "Customer" means a third-party (residence or business) that subscribes to
Telecommunications Services provided by either of the Parties.
L. "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network
identifying the calling party.
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M. "Common Channel Signaling" or "CCS" means a method of digitally
transmitting call set-up and network control data over a special signaling
network fully separate from the public voice switched network elements that
carry the actual call. The CCS used by the Parties shall be Signaling
System 7.
N. "Competitive Local Exchange Carrier" means an entity authorized to provide
Local Exchange Service that does not otherwise qualify as an incumbent LEC.
O. "Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy.
P. "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal in
the time-division multiplex hierarchy.
Q. "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal
in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level
of multiplexing.
R. "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in the
time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
S. "Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers
for billable, non-billable, sample, settlement and study data. EMR format
is contained in BR-010-200-010 CRIS Exchange Message Record, a Bellcore
document that defines industry standards for exchange message records.
T. "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.
U. "HDSL" or "High-Bit 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: 2 Binary / 1
Quartenary ("2B1Q").
V. "Integrated Digital Loop Carrier" means a subscriber loop carrier system
which integrates within the switch at a DS1 level that is twenty-four (24)
local Loop transmission paths combined into a 1.544 Mbps digital signal.
W. "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.
X. "Interexchange Carrier" or "IXC" means a carrier that provides, directly or
indirectly, interLATA or intraLATA Telephone Toll Services.
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Y. "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 channel (2B+D).
Z. "Local Loop Transmission" or "Loop" means the entire transmission path
which extends from the network interface or demarcation point at a
Customer's premises to the Main Distribution Frame or other designated
frame or panel in a Party's Wire Center which serves the Customer.
AA. "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.
BB. "Meet-Point Billing" or "MPB" refers to an agreement whereby two LECs
(including a LEC and CLEC) jointly provide switched access service to an
Interexchange Carrier, with each LEC (or CLEC) receiving an appropriate
share of the transport element revenues as defined by their effective
access tariffs.
CC. "MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB)
document prepared by the Billing Committee of the Ordering and Billing
Forum (OBF), that functions under the auspices of the Carrier Liaison
Committee (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.
DD. "MECOD" refers to the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a
document developed by the Ordering/Provisioning Committee under the
auspices of the Ordering and Billing Forum (OBF), that functions under the
auspices of the Carrier Liaison Committee (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 processing orders for access service that is to
be provided by two or more LECs (including a LEC and a CLEC). It is
published by Bellcore as SRBDS 00983.
EE. "Mid-Span Meet" is a point of interconnection between two networks,
designated by two telecommunications carriers, at which one carrier's
responsibility for service begins and the other carrier's responsibility
ends.
FF. "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.
GG. "NXX" means the fourth, fifth and sixth digits of a ten-digit telephone
number.
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HH. "Point of Interface" or "POI" is a mutually agreed upon point of
demarcation where the exchange of traffic between two LECs (including a LEC
and a CLEC) takes place.
II. "Party" means either USWC or Pac-West and "Parties" means USWC and Pac-
West.
JJ. "Port" means a termination on a Central Office Switch that permits
customers to send or receive telecommunications services over the public
switched network, but does not include switch features or switching
functionality.
KK. "Rate Center" means the specific geographic point and corresponding
geographic area which are associated with one or more particular NPA-NXX
codes which have been assigned to a LEC (or CLEC) for its provision of
basic exchange telecommunications services. The "rate center point" is the
finite geographic point identified by a specific V & H coordinate, which is
used to measure distance-sensitive end user traffic to/from, the particular
NPA-NXX designations associated with the specific Rate Center. The "rate
center area" is the exclusive geographic area identified as the area within
which the LEC (or CLEC) will provide Basic Exchange Telecommunications
Service bearing the particular NPA-NXX designations associated with the
specific Rate Center. The Rate Center point must be located within the
Rate Center area.
LL. "Reseller" is a category of Local Exchange service provider that obtains
dial tone and associated telecommunications services from another provider
through the purchase of bundled finished services for resale to its end use
customers.
MM. Service Control Point" or "SCP" means a signaling end point that acts as a
database to provide information to another signaling end point (i.e.,
Service Switching Point or another SCP) for processing or routing certain
types of network calls. A query/response mechanism is typically used in
communicating with an SCP.
NN. "Signaling Transfer Point" or "STP" means a signaling point that performs
message routing functions and provides information for the routing of
messages between signaling end points. An STP transmits, receives and
processes Common Channel Signaling ("CCS") messages.
OO. "Switched Exchange Access Service" means the offering of transmission or
switching services to Telecommunications Carriers for the purpose of the
origination or termination of Telephone Toll Service. Switched Exchange
Access Services include: Feature Group A, Feature Group B, Feature Group
D, 800/888 access, and 900 access and their successors or similar Switched
Exchange Access services.
PP "Traffic Type" is the characterization of intraLATA traffic as "local"
(local includes EAS), or "toll" which shall be the same as the
characterization established by the effective tariffs of the incumbent
local exchange carrier as of the date of this agreement.
QQ. "Wire Center" denotes a building or space within a building, that serves as
an aggregation point on a given carrier's network, where transmission
facilities are connected or switched. Wire Center can also denote a
building where one or more Central Offices, used for the provision of Basic
Exchange Telecommunications Services and Access Services, are located.
However, for purposes of Collocation Service, Wire
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Center shall mean those points eligible for such connections as specified
in the FCC Docket No. 91-141, and rules adopted pursuant thereto.
RR. "Routing Point" means a location that a LEC or CLEC has designated on its
own network as the homing (routing) point for traffic, bearing a certain
NPA-NXX designation, that is inbound to Basic Exchange Telecommunications
Services provided by the LEC or CLEC. The Routing Point is employed to
calculate mileage measurements for the distance-sensitive transport element
charges of Switched Access Services. Pursuant to Bellcore Practice BR 795-
100-100, the Routing Point may be an "End Office" location, or a "LEC
Consortium Point of Interconnection". Pursuant to that same Bellcore
Practice, examples of the latter shall be designated by a common language
location identifier (CLLI) code with (x)KD in positions 9, 10, 11, where
(x) may be any alphanumeric A-Z or 0-9. The above referenced Bellcore
document refers to the Routing Point as the Rating Point. The Rating
Point/Routing Point 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. Pac-West may not employ its use of a single point of
interconnection to avoid paying USWC for use of its transport and tandem
facilities. See also Section V.E. and Appendix A Note 1./1/
SS. "Tariff Services" as used throughout this Agreement refers to the
applicable Party's interstate tariffs and state tariffs, price lists, price
schedules and catalogs.
TT. "Information Service Traffic" means Local Traffic or IntraLATA Toll Traffic
which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information
services platform (e.g., 976).
----
UU. Terms not otherwise defined here, but defined in the Act or in regulations
implementing the Act, shall have the meaning defined there.
/1/ The last three sentences of this paragraph are incorporated pursuant to
OPUC Decision 96-324.
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IV. RATES AND CHARGES GENERALLY
A. Prices for termination and transport of traffic, interconnection,
access to unbundled network elements, and ancillary services are set
forth in Appendix A.
B. USWC's wholesale discounts for resale services are set forth in
Appendix A.
C. The underlying provider of a resold service shall be entitled to
receive, from the purchaser of switched access, the appropriate access
charges pursuant to its then effective switched access tariff. For
the purposes of this paragraph, Unbundled Loops are not considered as
resold services.
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V. RECIPROCAL TRAFFIC EXCHANGE
A. Scope
Reciprocal traffic exchange addresses the exchange of traffic between
Pac-West end users and USWC end users. If such traffic is local, the
provisions of this Agreement shall apply. Where either party acts as
an intraLATA toll provider or interLATA Interexchange Carrier (IXC) or
where either party interconnects and delivers traffic to the other
from third parties, each party shall bill such third parties the
appropriate charges pursuant to its respective tariffs or contractual
offerings for such third party terminations. Absent a separately
negotiated agreement to the contrary, the Parties will directly
exchange traffic between their respective networks, without the use of
third party transit providers.
B. Types of Traffic
The types of traffic to be exchanged under this Agreement include:
1. EAS/local traffic as defined above.
2. IntraLATA toll traffic as defined above.
3. Switched access traffic, or interLATA toll traffic, as
specifically defined in USWC's state and interstate switched
access tariffs, and generally identified as that traffic that
originates at one of the Party's end users and terminates at an
IXC point of presence, or originates at an IXC point of presence
and terminates at one of the Party's end users, whether or not
the traffic transits the other Party's network.
4. Transit traffic is any traffic other than switched access, that
originates from one Telecommunications Carrier's network,
transits another Telecommunications Carrier's network, and
terminates to yet another Telecommunications Carrier's network.
Transit service provides the ability for a Telecommunications
Carrier to use its connection to a local or access tandem for
delivery of calls that originate with a Telecommunications
Carrier and terminate to a company other than the tandem company,
such as another Competitive Local Exchange Carrier, an existing
Exchange Carrier, 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.
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5. 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.
6. 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.
C. Types of Exchanged Traffic
1. Termination of Local Traffic.
Local traffic will be terminated as Local Interconnection Service
(LIS).
2. Transport of 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. Based on forecasted traffic at Pac-West's busy hour in CCS,
where there is a DS1's worth of traffic (512 CCS) between
the Pac-West switch and a USWC end office, the Parties agree
to provision a dedicated (i.e., direct) two-way trunk group
from the Pac-West switch directly to the USWC end office.
To the extent that Pac-West has established a collocation
arrangement at a USWC end office location, and has available
capacity, the Parties agree that Pac-West shall provide two-
way direct trunk facilities, when required, from that end
office to the Pac-West switch. In all other cases, the
direct facility may be provisioned by USWC or Pac-West or a
third party. If both Pac-West and USWC desire to
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provision the facility and cannot otherwise agree, the
parties may agree to resolve the dispute through the
submission of competitive bids.
3. Transit Traffic.
a. USWC will accept traffic originated by Pac-West and will
terminate it at a point of interconnection with another
CLEC, Exchange Carrier, Interexchange Carrier or Wireless
Carrier. USWC will provide this transit service through
local and access tandem switches. Pac-West may also provide
USWC with transit service.
b. 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.
c. The Parties will use industry standards developed to handle
the provision and billing of Switched Access by multiple
providers (MECAB, MECOD and the Parties' FCC tariffs),
including the one-time provision of notification to Pac-West
of the billing name, billing address and carrier
identification codes of all interexchange carriers
originating or terminating at each USWC access tandem.
4. Toll Traffic.
a. Toll traffic routed to an access tandem, or directly routed
to an end office, will be terminated as Switched Access
Service. Traffic terminated at the access tandem will be
routed to the end offices within the LATA that subtend the
USWC access tandem switch. Switched Access Service also
allows for termination at an end office or tandem via direct
trunked circuits provisioned either by USWC or Pac-West.
D. Rate Structure -- Local Traffic
1. Call Termination
a. The Parties agree that call termination rates as described
in Appendix A will apply reciprocally for the termination of
local/EAS traffic per minute of use.
b. For traffic terminated at an USWC or Pac-West end office,
the end office call termination rate in Appendix A shall
apply.
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c. For traffic terminated at a USWC or Pac-West tandem switch,
the tandem call termination rate in Appendix A shall apply.
The tandem call termination rate provides for end office
call termination, tandem switched transport and tandem
switching.
The Parties acknowledge that Pac-West will initially serve
all of its customers within a given LATA through a single
Pac-West switch. The Parties also acknowledge that Pac-West
may, in the future, deploy additional switches in each
LATA..
d. For purposes of call termination, the initial Pac-West
switch shall be treated as an end office switch./2/
e. Pursuant to OPUC Decision 96-324, USWC's proposed paragraph
e. has been deleted.
2. Transport
a. If the Parties elect to each provision their own one-way
trunks to the other Party's end office for the termination
of local traffic, each Party will be responsible for its own
expenses associated with the trunks and no transport charges
will apply. Call termination charges shall apply as
described above.
b. If one Party desires to purchase direct trunk transport from
the other Party, the following rate elements will apply.
Transport rate elements include the direct trunk transport
facilities between the POI and the terminating party's
tandem or end office switches.. The applicable rates are
described in Appendix A.
c. Direct-trunked transport facilities are provided as
dedicated DS3 or DS1 facilities without the tandem switching
functions, for the use of either Party between the point of
interconnection and the terminating end office or tandem
switch.
d. If the Parties elect to establish two-way direct trunks, the
compensation for such jointly used `shared' facilities shall
be adjusted as follows. The nominal compensation shall be
pursuant to the rates for direct trunk transport in Appendix
A. The actual rate paid to the provider of the direct trunk
facility shall be reduced to reflect the provider's use of
that facility. The adjustment in the direct trunk transport
rate shall be a percentage that reflects the provider's
relative use (i.e., originating minutes of use) of the
facility in the busy hour.
______________________
/2/ This sentence has been included pursuant to OPUC Decision 96-324.
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e. Multiplexing options are available at rates described in
Appendix A.
E. Rate Structure -- Toll Traffic.
1. Applicable Switched Access Tariff rates, terms, and conditions
apply to toll traffic routed to an access tandem, or directly to
an end office. Relevant rate elements include Direct Trunk
Transport (DTT) or Tandem Switched Transport (TST),
Interconnection Charge (IC), Local Switching, and Carrier Common
Line, as appropriate.
F. Rate Structure -- Transit Traffic.
1. Applicable switched access, Type 2 or LIS transport rates apply
for the use of USWC's network to transport transit traffic. For
transiting local traffic, the applicable local transit rate
applies to the originating party per Appendix A. For transiting
toll traffic, the Parties will charge the applicable switched
access rates to the responsible carrier. For terminating
transiting wireless traffic, the Parties will charge their
applicable rates to the wireless provider. For transiting
wireless traffic, the parties will charge each other the
applicable local transit rate.
G. LIS Interface Code Availability And Optional Features
1. Interface Code Availability.
Supervisory Signaling specifications, and the applicable network
channel interface codes for LIS trunks, are the same as those
used for Feature Group D Switched Access Service, as described in
the Parties' applicable switched access tariffs.
2. Optional Features.
a. Inband MF or SS7 Out of Band Signaling.
Inband MF signaling and SS7 Out of Band Signaling are
available for LIS trunks. MF signaling or SS7 Out-of-Band
Signaling must be requested on the order for the new LIS
trunks. Provisioning of the LIS trunks equipped with MF
signaling or SS7 Out of Band Signaling is the same as that
used for Feature Group D Switched Access. Common Channel
Signaling Access Capability Service, as set forth in Section
XXVIII herein, must be ordered by Pac-West when SS7 Out-of-
Band Signaling is requested on LIS trunks.
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b. Clear Channel Capability.
Clear Channel Capability permits 24 DS0-64 kbit/s services
or 1.536 Mbit/s of information on the 1.544 Mbit/s line
rate. Clear Channel Capability is available for LIS trunks
equipped with SS7 Out-of-Band Signaling. Clear Channel
Capability is only available on trunks to USWC's access
tandem switch or USWC's end office switches (where
available); (Clear Channel Capability is not available on
trunks to USWC's local tandem switches or end offices where
it is currently not deployed. Pac-West agrees to use the
Network Interconnection and Unbundled Element 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
NIUER Process). Clear Channel Capability must be requested
on the order for the new LIS trunks. The provisioning of
the LIS trunks equipped with Clear Channel Capability is the
same as that used for Feature Group D Switched Access
Service. USWC will provide Pac-West with a listing of USWC
end offices, local tandems and access tandems equipped with
clear channel capability.
H. Measuring Local Interconnection Minutes
1. Measurement of terminating Local Interconnection Minutes begins
when the terminating LIS entry switch receives answer supervision
from the called end user's end office indicating the called end
user has answered. The measurement of terminating call usage
over LIS trunks ends when the terminating LIS entry switch
receives disconnect supervision from either the called end user's
end office, indicating the called end user has disconnected, or
Pac-West's point of interconnection, whichever is recognized
first by the entry switch.
2. USWC 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.
I. Testing
1. Acceptance Testing
At the time of installation of an LIS trunk group, and at no
additional charge, the Parties will cooperatively test the same
parameters tested for terminating Feature Group D Switched
Access Service. Please see USWC's applicable switched access
tariff for the specifications.
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2. Testing Capabilities
a. Terminating LIS testing is provided where equipment is
available, with the following test lines: seven-digit access
to balance (100 type), milliwatt (102 type), nonsynchronous
or synchronous, automatic transmission measuring (105 type),
data transmission (107 type), loop-around, short circuit,
open circuit, and non-inverting digital loopback (108 type).
b. In addition to LIS acceptance testing, other tests are
available (e.g., additional cooperative acceptance testing,
automatic scheduled testing, cooperative scheduled testing,
manual scheduled testing, and non-scheduled testing) at the
applicable tariff rates.
J. Ordering
1. When ordering LIS, the ordering Party shall specify on the
service order: 1) the type and number of interconnection
facilities to terminate at the point of interconnection in the
serving wire center; 2) the type of interoffice transport, (i.e.,
direct trunk transport or tandem switched transport); 3) the peak
busy hour CCS from the Pac-West end office; 4) the number of
trunks to be provisioned at a local exchange office or tandem; 5)
and any optional features (see form Appendix B). 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
2. When the ordering Party initially orders a DS3 interconnection
facility, in conjunction with tandem switched transport to a
tandem, or DS3 direct trunk transport facilities to a tandem or
local exchange office, the provider will forward the appropriate
DS1 facility record information necessary to identify the circuit
facility assignment (CFA). On subsequent orders utilizing
existing DS3 interconnection facilities, or DS3 direct trunk
transport facilities, the provider will assign the DS1 facility
to the DS 3 interconnection facility or DS3 direct trunk
transport facility, as directed by the ordering Party.
3. A joint planning meeting will precede Pac-West and USWC trunking
orders. These meetings will result in the transmittal of Access
Service Requests (ASRs) to initiate order activity. A Party
requesting tandem interconnection will provide its best estimate
of the traffic distribution to each end office subtending the
tandem.
4. Service intervals and due dates for negotiated arrangements will
be determined on an individual case basis.
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K. Billing Arrangements
1. USWC and Pac-West desire to submit separate bills, pursuant to
their separate tariffs, to interexchange carriers for their
respective portions of jointly provided switched access service.
Based on the negotiated POI, the Parties will agree on a meet
point percentage to enable the joint provisioning and billing of
Switched Access Services to third parties in conformance with the
Meet-Point Billing guidelines adopted by and contained in the
Ordering and Billing Forum's MECAB and MECOD documents and
referenced in USWC's Switched Access Tariffs. The Parties
understand and agree that MPB arrangements are available and
functional only to/from Interexchange Carriers who directly
connect with the tandem(s) that Pac-West sub-tends in each LATA..
2. The parties will use reasonable efforts, individually and
collectively, to maintain provisions in their respective federal
and state access tariffs, and/or provisions within the National
Exchange Carrier Association ("NECA") Tariff No. 4, or any
successor tariff, sufficient to reflect this MPB arrangement,
including MPB percentages.
3. As detailed in the MECAB document, Pac-West and USWC will
exchange all information necessary to bill third parties for
Switched Access Services traffic jointly handled by Pac-West and
USWC via the meet point arrangement in a timely fashion.
Information shall be exchanged in Exchange Message Record ("EMR")
format (Bellcore Standard BR 010-200-010, as amended) on magnetic
tape or via a mutually acceptable electronic file transfer
protocol. The Parties will exchange records pursuant to this
paragraph without additional compensation.
4. The Parties will agree upon reasonable audit standards and other
procedures as required to ensure billing accuracy.
5. Each company will bill the IXC's the appropriate rate elements in
accordance with their respective interstate and intrastate
tariffs, as follows:
Rate Element Billing Company
------------ ---------------
Carrier Common Line Dial Tone Provider
Local Switching Dial Tone Provider
Interconnection Charge Dial Tone Provider
Local Transport Termination Based on negotiated BIP
Local Transport Facility Based on negotiated BIP
(also called Tandem Transmission per mile)
Tandem Switching Access Tandem Provider
Entrance Facility Access Tandem Provider
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6. For originating 800/888 traffic routed to an access tandem,
the tandem provider will perform 800/888 database inquiry
and translation functions and bill the inquiry charge and
translation charge (if any) to the interexchange carrier
pursuant to tariff.
L. Mileage Measurement
Where required, the mileage measurement for LIS facilities and trunks
is determined in the same manner as the mileage measurement for
Feature Group D Switched Access Service.
M. Construction Charges
For issues related to construction charges, see Section XXIX of this
Agreement.
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VI. INTERCONNECTION
A. Definition
1. Interconnection" is the linking of the USWC and Pac-West networks
for the mutual exchange of traffic and for Pac-West access to
unbundled network elements. Interconnection does not include the
transport and termination of traffic. Interconnection is
provided by virtual or physical collocation, entrance facilities
or meet point arrangements.
2. USWC will provide interconnection at the line side of the local
switch, the trunk side of the local switch, trunk interconnection
points of the tandem switch, central office cross-connect points,
and signaling transfer points necessary to exchange traffic and
access call related databases.
B. Mid-span Meet POI
1. A Mid-Span Meet POI is a negotiated point of interface, limited
to the interconnection of facilities between one Party's switch
and the other Party's switch. The actual physical point of
interface and facilities used will be subject to negotiations
between the Parties. Each Party will be responsible for its
portion of the build to the Mid-Span Meet POI, if the meet point
arrangement is used exclusively for the exchange of local
traffic.
2. If the Mid-Span Meet arrangement is to be used for access to
unbundled network elements, Pac-West must pay the portion of the
economic costs of the Mid-Span Meet arrangement used by Pac-West
for access to unbundled network elements.
C. Collocation
Interconnection may be accomplished through either virtual or physical
collocation. The terms and conditions under which collocation will be
available are described in Section --- herein.
D. Entrance Facility
Interconnection may be accomplished through the provision of an
entrance facility. An entrance facility extends from the serving wire
center of the provider to the other party's switch location. Entrance
facilities may not extend beyond the area described by the provider's
serving wire center. The rates for entrance facilities are provided
in Appendix A.
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E. Quality of Interconnection
USWC will not, for the purpose of interconnection, provide to Pac-West
less favorable terms and conditions than USWC provides itself or in a
manner less efficient than it would impose on itself. The quality of
interconnection will be at least equal to that of USWC. To the extent
that Pac-West requests higher or lower quality interconnection,
Pac-West agrees to use the New Interconnection/Unbundled Element
Request procedure described in Section XXIII.
Both Parties agree to manage their network switches in accordance with
the Bellcore LSSGR. The acceptable service levels for LIS and the
criteria for applying protective controls will be administered in the
same manner as the network management for Switched Access Service.
F. Points of Interface (POI)
Upon the request for specific point to point routing, USWC will make
available to Pac-West information indicating the location and
technical characteristics of USWC's network facilities. The following
alternatives are negotiable: (1) a DS1 or DS3 entrance facility,
where facilities are available (where facilities are not available and
USWC is required to build, see Section XXIX for issues relating to
special construction charges); (2) Virtual Collocation; (3) Physical
Collocation; and (4) negotiated Mid-Span Meet facilities. Each Party
is responsible for providing its own facilities up to the Mid-Span
Meet POI. The Parties will negotiate the facilities arrangement
between their networks.
G. Trunking Requirements
1. USWC agrees to provide designed interconnection facilities that
meet the same technical criteria and service standards, such as
probability of blocking in peak hours and transmission standards,
in accordance with industry standards.
2. Two-way trunk groups will be established wherever possible.
Exceptions to this provision will be based on billing, signaling,
and network requirements. For example, (1) billing requirements
- switched access vs. local traffic, (2) signaling requirements -
MF vs. SS7, and (3) network requirements - directory assistance
traffic to TOPS tandems. The following is the current list of
traffic types that require separate trunk groups, unless
specifically otherwise stated in this Agreement.
a. IntraLATA toll and switched access trunks
b. EAS/local trunks
c. Directory Assistance trunks
d. 911/E911 trunks
e. Operator services trunks
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f. Commercial Mobile Radio Service/Wireless traffic for which
Pac-West serves as the transit provider between the CMRS
provider and USWC.
g. (deleted)
h. (deleted)/3/
i. Meet Point Billing Trunks (for the joint provision of
switched access).
3. Trunk group connections will be made at a DS1 or multiple DS1
level for exchange of EAS/local, intraLATA toll,
wireless/Commercial Mobile Radio Service, and switched access
traffic. Ancillary service trunk groups will be made below a DS1
level, as negotiated.
4. The Parties will provide Common Channel Signaling (CCS) to one
another, where available, in conjunction with all Local/EAS Trunk
Circuits. All CCS signaling parameters will be provided
including calling party number (CPN), originating line
information (OLI) calling party category, charge number, etc.
All privacy indicators will be honored.
5. Where CCS is not available, in-band multi-frequency (MF) wink
start signaling will be provided. When the Parties interconnect
via CCS for jointly provided switched access service, the tandem
provider will provide MF/CCS interworking as required for
interconnection with interexchange carriers who use MF
signalling.
6. The Parties will follow all Ordering and Billing Forum adopted
standards pertaining to CIC/OZZ codes.
7. USWC will cooperate in the provision of TNS (Transit Network
Selection) for the joint provision of switched access.
8. The Parties shall terminate local/EAS traffic exclusively on
local/EAS trunk groups. No local/EAS trunk groups shall be
terminated on USWC's access tandems.
H. Service Interruptions.
1. Standards and procedures for notification of trunk disconnects will
be jointly developed by the Parties. Neither Party shall be
expected to maintain active status for a trunk disconnected by the
other Party for an extended or indefinite period of time.
Collectively, the Parties will use their best good faith efforts to
complete and agree on such plan.
_____________________
/3/ Paragraphs (g) and (h) were deleted pursuant to OPUC Decision 96-324.
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2. The characteristics and methods of operation of any circuits,
facilities or equipment of either Party connected with the
services, facilities or equipment of the other Party pursuant to
this Agreement shall not: 1) interfere with or impair service over
any facilities of the other Party; its affiliated companies, or its
connecting and concurring carriers involved in its services; 2)
cause damage to their plant; 3) violate any applicable law or
regulation regarding the invasion of privacy of any communications
carried over the Party's facilities; or 4) create hazards to the
employees of either Party or to the public. Each of these
requirements is hereinafter referred to as an "Impairment of
Service".
3. If either Party causes an Impairment of Service, as set forth in
this Section, the Party whose network or service is being impaired
(the "Impaired Party") shall promptly notify the Party causing the
Impairment of Service (the "Impairing Party") of the nature and
location of the problem. They shall advise the Impairing Party
that, unless promptly rectified, a temporary discontinuance of the
use of any circuit, facility or equipment may be required. The
Impairing Party and the Impaired Party agree to work together to
attempt to promptly resolve the Impairment of Service. If the
Impairing Party is unable to promptly remedy the Impairment of
Service, the Impaired Party may temporarily discontinue use of the
affected circuit, facility or equipment.
4. 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
5. 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 a Trouble Reporting Control Office
(TRCO) for such service.
6. Where new facilities, services and arrangements are installed, the
TRCO shall ensure that continuity exists and take appropriate
transmission measurements before advising the other Party that the
new circuit is ready for service.
7. Each Party shall furnish a trouble reporting telephone number for
the designated TRCO. This number shall give access to the location
where facility records are normally located and where current
status reports on any trouble reports are readily available.
Alternative out-of-hours procedures shall be established to ensure
access to a location that is staffed and has the authority to
initiate corrective action.
8. Before either Party reports a trouble condition, they shall use
their best efforts to isolate the trouble to the other's
facilities.
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a) In cases where a trouble condition affects a significant portion
of the other's service, the Parties shall assign the same
priority provided to other interconnecting carriers.
b) The Parties shall cooperate in isolating trouble conditions.
I. Interconnection Forecasting
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.
2. The Parties shall establish joint forecasting responsibilities
for traffic utilization over trunk groups. Intercompany forecast
information must be provided by the Parties to each other four
times a year. The quarterly forecasts shall include forecasted
requirements for each trunk group identified in Paragraph G(2) of
this Section. In addition, the forecast shall include, for
tandem-switched traffic, the quantity of tandem-switched traffic
forecasted for each subtending end office. The Parties recognize
that, to the extent historical traffic data can be shared between
the Parties, the accuracy of the forecasts will improve.
Forecasts shall be for a minimum of three (current and plus-1 and
plus-2) years;
a) The use of Common Language Location Identifier (CLLI-MSG),
which are described in Bellcore documents BR 795-100-100 and
BR 795-400-100;
b) A description of major network projects anticipated for the
following six months that could affect the other Party.
Major network projects include trunking or network
rearrangements, shifts in anticipated traffic patterns, or
other activities that are reflected by a significant
increase or decrease in trunking demand for the following
forecasting period. This planning will include the issues
of network capacity, forecasting and compensation
calculation, where appropriate.
3. If differences in quarterly forecasts of the Parties vary by more
than 24 additional DS0 two-way trunks for each Local
Interconnection Trunk Group, the Parties shall meet to reconcile
the forecast to within 24 DS0 trunks.
4. If a trunk group is under 75 percent of centum call seconds (ccs)
capacity on a monthly average basis for each month of any three
month period, either Party may request to resize the trunk group,
which resizing will not be unreasonably withheld. If a resizing
occurs, the trunk group shall not be left with less than 25
percent excess capacity. In all cases, grade of service
objectives identified below shall be maintained.
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5. Each Party shall provide a specified point of contact for
planning, forecasting and trunk servicing purposes.
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VII. COLLOCATION
1. Collocation allows Pac-West to obtain dedicated space in a USWC
wire center and to place equipment in such spaces to interconnect
with the USWC network. Pac-West may request collocation at other
USWC locations pursuant to the NIUER Process or through
additional interconnection negotiations under the Act. USWC will
provide the resources necessary for the operation and economical
use of collocated equipment. POIs for network interconnection
can be established through virtual or physical collocation
arrangements.
2. Collocation is offered for network interconnection between the
Parties. The collocated party may cross connect to other
collocated parties via expanded interconnection channel
terminations provided by USWC, provided that Pac-West's
collocated equipment is used for interconnection with USWC or
access to USWC's unbundled network elements. Additional terms,
conditions and rates apply in conjunction with subsequent call
termination (e.g., call termination charges, tandem switching,
tandem-switched transport, see Section V, Reciprocal Traffic
Exchange.)
3. Except when Pac-West purchases USWC's unbundled network
transmission elements, Pac-West will construct its own fiber
optic cable to the USWC-designated point of interconnection.
USWC will extend Pac-West's fiber optic cable from the POI to the
cable vault within the wire center. If necessary, USWC may bring
the cable into compliance with USWC internal fire code standards
and extend the cable to the collocated space.
4. Pac-West will be provided two points of entry into the USWC wire
center only when there are at least two existing entry points for
USWC cable and when there are vacant entrance ducts in both.
USWC will promptly remove any unused cabling to free up entrance
ducts when no other ducts are available. Cable entry will be
limited to fiber facilities.
5. Pac-West may collocate transmission equipment to terminate basic
transmission facilities. Pac-West may request collocation of
other equipment pursuant to the NIUER Process or through
additional interconnection negotiations under the Act. CLEC must
identify what equipment will be installed, to allow for USWC to
use this information in engineering the power, floor loading,
heat release, environmental particulant level, and HVAC.
6. Nothing in this part shall be construed to limit Pac-West's
ability to obtain both virtual and physical collocation in a
single location.
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B. Virtual Collocation
1. USWC shall provide virtual collocation for the purpose of
Interconnection or access to unbundled Network Elements subject
to the rates, terms and conditions of this Agreement.
2. Pac-West will not have physical access to the USWC wire center
building pursuant to a virtual collocation arrangement.
3. Pac-West will be responsible for obtaining and providing to USWC
administrative codes, e.g., common language codes, for all
equipment specified by Pac-West and installed in wire center
buildings.
4. Pac-West will be responsible for payment of training of USWC
employees for the maintenance, operation and installation of Pac-
West's virtually collocated equipment when that equipment is
different than the equipment used by USWC.
5. Pac-West will be responsible for payment of charges incurred in
the maintenance and/or repair of Pac-West's virtually collocated
equipment.
6. USWC does not guarantee the reliability Pac-West's virtually
collocated equipment.
7. Pac-West is responsible for ensuring the functionality of
virtually collocated SONET equipment provided by different
manufacturers.
8. Maintenance Labor, Inspector Labor, Engineering Labor and
Equipment Labor business hours are considered to be Monday
through Friday, 8:00am to 5:00pm and after business hours are
after 5:00pm and before 8:00am, Monday through Friday, all day
Saturday, Sunday and holidays.
9. Pac-West will transfer possession of Pac-West's virtually
collocated equipment to USWC via a no cost lease. The sole
purpose of the lease is to provide USWC with exclusive possessory
rights to Pac-West's virtually collocated equipment. Title to
the Pac-West virtually collocated equipment shall not pass to
USWC.
10. Installation and maintenance of Pac-West's virtually collocated
equipment will be performed by USWC or a USWC authorized vendor.
11. Pac-West shall ensure that upon receipt of the Pac-West virtually
collocated equipment by USWC, all warranties and access to
ongoing technical support are passed through to USWC, all at Pac-
West's expense. The interconnector shall advise the manufacturer
and seller of the virtually collocated equipment that it will be
possessed, installed and maintained by USWC.
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12. Pac-West's virtually collocated equipment must comply with the
Bellcore Network Equipment Building System (NEBS) Generic
Equipment Requirements TR-NWT-000063, Company wire center
environmental and transmission standards and any statutory
(local, state or federal) and/or regulatory requirements in
effect at the time of equipment installation or that subsequently
become effective. Pac-West shall provide USWC interface
specifications (e.g., electrical, functional, physical and
software) of Pac-West's virtually collocated equipment.
13. USWC may restrict the type of virtually collocated equipment.
USWC will only permit basic transmission terminating equipment to
be virtually collocated by Pac-West. Pac-West may request
collocation of other equipment pursuant to the NIUER Process or
through additional interconnection negotiations under the Act..
14. Pac-West must specify all software options and associated plug-
ins for its virtually collocated equipment.
15. Pac-West is responsible for purchasing and maintaining a supply
of spares. Upon failure of Pac-West's virtually collocated
equipment, Pac-West is responsible for transportation and
delivery of maintenance spares to USWC at the wire center housing
the failed equipment.
C. Physical Collocation
1. USWC shall provide to Pac-West Physical Collocation of equipment
necessary for Interconnection or for access to unbundled Network
Elements, except that USWC may provide for Virtual collocation if
USWC demonstrates to the Commission that Physical Collocation is
not practical for technical reasons or because of space
limitations, as provided in Section 251(c)(6) of the Act. USWC
shall provide such Collocation for the purpose of Interconnection
or access to unbundled Network Elements, except as otherwise
mutually agreed to in writing by the Parties or as required by
the FCC or the appropriate Commission subject to the rates, terms
and conditions of this Agreement.
2. Where Pac-West is Virtually Collocated in a premises which was
initially prepared for Virtual Collocation, Pac-West may elect to
(i) retain its Virtual Collocation in that premises and expand
that Virtual Collocation according to the rates, terms and
conditions of this Agreement, or (ii) unless it is not practical
for technical reasons or because of space limitations, convert
its Virtual Collocation at such premises to Physical
Collocation, in which case Pac-West shall coordinate the
construction and rearrangement with USWC of its equipment (IDLC
and transmission) and circuits for which Pac-West shall pay USWC
at applicable rates, and pursuant to the other terms and
conditions in this Agreement. In addition, all applicable
Physical Collocation recurring charges shall apply.
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3. Pac-West will be allowed access to the POI on non-discriminatory
terms. Pac-West owns and is responsible for the installation,
maintenance and repair of its transmission equipment located
within the space rented from USWC.
4. Pac-West must use leased space promptly and may not warehouse
space for later use or sublease to another provider. Physical
collocation is offered in wire centers on a space-available,
first come, first-served basis.
5. The minimum standard leasable amount of floor space is 100 square
feet. Pac-West must efficiently use the leased space; no more
than 50% of the floor space may be used for storage cabinets and
work surfaces. The Commission will be the final arbitrator in
points of dispute between the parties.
6. Pac-West's leased floor space will be separated from other
competitive providers and USWC space through cages or hard walls.
Pac-West may elect to have USWC construct the cage, or choose
from USWC approved contractors to construct the cage, meeting
USWC's installation Technical Publication 77350.
7. The following standard features will be provided by USWC:
a. Heating, ventilation and air conditioning.
b. Smoke/fire detection and any other building code
requirement.
8. USWC Responsibilities.
a. Design the floor space within each wire center which will
constitute CLEC's leased space.
b. Ensure that the necessary construction work is performed to
build CLEC'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 USWC-provided and owned fiber optic cable from the
POI through the cable vault and extending 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 USWC's and
Pac-West's equipment.
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f. Work cooperatively with Pac-West in matters of joint testing
and maintenance.
9. Pac-West Responsibilities
a. Determine the type of enclosure for the physical space.
b. Where applicable, procure, install and maintain all fiber
optic facilities up to the USWC designated POI.
c. Install, maintain, repair and service 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, USWC wire center environmental and
transmission standards, and any statutory (local, federal,
or state) or regulatory requirements in effect at the time
of equipment installation or that subsequently become
effective.
10. Once construction is complete for physical collocation and Pac-
West has accepted its leased physical space, Pac-West may order
its DS0, DS1, DS3 or other Expanded Interconnection Channel
Terminations.
11. Pac-West may not extend dark fiber to Pac-West's leased physical
space or connecting DS1/DS3 Channel Terminations to USWC dark
fiber.
12. If, at any time, USWC determines that the equipment or the
installation does not meet requirements, Pac-West will be
responsible for the costs associated with the removal,
modification to, or installation of the equipment to bring it
into compliance. If Pac-West fails to correct any non-compliance
within fifteen (15) days of written notice of non-compliance,
USWC may have the equipment removed or the condition corrected at
Pac-West's expense.
13. If, during installation, USWC determines Pac-West activities or
equipment are unsafe, non-standard or in violation of any
applicable laws or regulations, USWC has the right to stop work
until the situation is remedied. If such conditions pose an
immediate threat to the safety of USWC employees, interfere with
the performance of USWC's service obligations, or pose an
immediate threat to the physical integrity of the conduit system
or the cable facilities, USWC may perform such work and/or take
action as is necessary to correct the condition at Pac-West's
expense.
14. For each Physical Collocation, the Parties agree to execute an
individual `Physical Collocation Agreement' in form attached
hereto as Appendix C.
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D. Collocation Rate Elements
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
fiber basis from the point of interconnection utilizing USWC
owned, conventional single mode type of fiber optic cable to
the collocated equipment (for virtual collocation) or to the
leased space (for physical collocation). Entrance facility
includes riser, fiber placement, entrance closure,
conduit/innerduct, and core drilling.
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, 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 USWC qualified personnel
necessary when Pac-West requires access to the point of
interconnection after the initial installation or access to
its physical collocation floor space, where an escort is
required A call-out of an inspector after business hours
is subject to a minimum charge of four hours. The minimum
call-out charge shall apply when no other employee is
present in the location, and an `off-shift' USWC employee
(or contract employee) is required to go `on-shift' on
behalf of Pac-West.
g. Expanded Interconnection Channel Termination (EICT).
Telecommunications interconnection between Pac-West's
collocated equipment and USWC's network is accomplished via
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an Expanded Interconnection Channel Termination (EICT).
This element can be at the DS0, DS1, DS3 or other level
depending on the USWC service it is connecting to.
Connection to any other network or telecommunications source
within the wire center is allowed only through USWC
services.
h. Expanded Interconnection Channel Regeneration. Required
when the distance from the leased physical space (for
physical collocation) or from the collocated equipment (for
virtual collocation) to the USWC network is of sufficient
length to require regeneration.
2. Physical Collocation Rate Elements
The following rate elements apply only to physical collocation
arrangements:
a. Floor Space Rental. Provides the monthly rent for the
leased physical space, property taxes and base operating
cost without -48 Volt DC power. Includes convenience 110
AC, 15 amp electrical outlets provided in accordance with
local codes and may not be used to power transmission
equipment or -48 Volt DC power generating equipment. Also
includes maintenance for the leased space; provides for the
preventative maintenance (climate controls, filters, fire
and life systems and alarms, mechanical systems, standard
HVAC); biweekly housekeeping services (sweeping, spot
cleaning, trash removal) of the USWC wire center areas
surrounding the leased physical space and general repair
and maintenance.
b. Enclosure Buildout. The Enclosure Buildout element, either
Cage or, at the Pac-West's option, Hardwall, includes the
material and labor to construct the enclosure specified by
Pac-West or Pac-West may choose from USWC approved
contractors to construct the cage, meeting USWC'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
number required by building code for the hardwall
enclosure). Also provides for humidification, if required.
c. Pricing for the above physical collocation rate elements
will be provided on an individual basis due to the
uniqueness of Pac-West's requirements, central office
structure and arrangements.
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3. Virtual Collocation Rate Elements
The following rate elements apply uniquely to virtual collocation:
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 ordering
maintenance spares. USWC will perform maintenance and/or
repair work upon receipt of the replacement maintenance
spare and/or equipment for Pac-West. A call-out of a
maintenance technician after business hours is subject to a
minimum charge as specified above.
b. Training Labor -- Provides for the billing of vendor-
provided training for USWC personnel on a metropolitan
service area basis, necessary for Pac-West virtually
collocated equipment which is different from USWC provided
equipment. USWC will require three USWC employees to be
trained per metropolitan service area in which the Pac-West
virtually collocated equipment is located. If, by an act of
USWC, trained employees are relocated, retired, or are no
longer available, USWC will not require Pac-West to provide
training for additional USWC employees for the same
virtually collocated equipment in the same metropolitan
area. The amount of training billed to Pac-West will be
reduced by half, should a second collocator in the same
metropolitan area select the same virtually collocated
equipment as Pac-West.
c. Equipment Bay -- Provides mounting space for the Pac-West
virtually collocated equipment. Each bay includes the 7
foot bay, its installation, all necessary environmental
supports. Mounting space on the bay, including space for
the fuse panel and air gaps necessary for heat dissipation
is limited to 78 inches. The monthly rate is applied per
shelf.
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.
E. Collocation Installation Intervals
The following intervals are common to both virtual and physical
collocation:
1. Acknowledgment of Floor Space Availability. Within fifteen days
of the receipt by USWC from Pac-West of a Request for Collocation
and an associated Quote Preparation Fee, USWC will notify Pac-
West whether
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the sufficient floor space is available to accommodate Pac-West's
request.
2. Quote Preparation. Within twenty-five business days of the
receipt by USWC from Pac-West of a Request for Collocation and an
associated Quote Preparation Fee, USWC provide Pac-West with a
written quotation containing all nonrecurring charges for the
requested collocation arrangement.
3. Quote Acceptance. Within thirty days of the receipt by Pac-West
of the USWC quotation, Pac-West will accept the USWC proposed
quotation. Acceptance shall require payment to USWC of fifty
percent of the non-recurring charges provided on the quotation.
4. Completion of Cage Construction (physical collocation only).
Within 90 days of the acceptance of the quotation by Pac-West,
the construction of the necessary cage/hardwall enclosure shall
be completed. At this time, the leased floor space will be
available to Pac-West for installation of its collocated
equipment.
5. Completion of Collocated Equipment Installation (virtual
collocation only) -- USWC shall complete the installation of Pac-
West's collocated equipment within 90 days of USWC's receipt of
Pac-West's collocated equipment. The installation of line cards
and other minor modifications shall be performed by USWC on
intervals equivalent to those that USWC applies to itself, but in
no instance shall any such interval exceed 90 days.
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VIII. INTERIM NUMBER PORTABILITY
A. General Terms
1. The Parties shall provide Number Portability on a reciprocal basis
to each other to the extent technically feasible, and in accordance
with rules and regulations as from time to time prescribed by the
FCC and/or the Commission.
2. Until Number Portability is implemented by the industry pursuant to
regulations issued by the FCC or the Commission, the Parties agree
to provide Interim Telecommunications Number Portability ("INP") to
each other through remote call forwarding, direct inward dialing
and NXX migration.
3. Once permanent number portability is implemented pursuant to FCC or
Commission regulation, either Party may withdraw, at any time and
at its sole discretion, its INP offerings, subject to advance
notice to the other Party and coordination to allow the seamless
and transparent conversion of INP 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.
4. USWC will update its Line Information Database ("LIDB") listings
for retained numbers, and restrict or cancel calling cards
associated with these forwarded numbers as directed by Pac-West.
LIDB updates shall be completed by the Parties on the same business
day each INP arrangement is activated.
5. Upon request, USWC shall provide to Pac-West INP via Direct Inward
Dial Trunks pursuant to applicable tariffs.
6. Where either party has activated an entire NXX for a single
customer, or activated a substantial portion of an NXX for a single
customer with the remaining numbers in that NXX either reserved for
future use or otherwise unused, if such customer chooses to receive
service from the other Party, the first Party shall cooperate with
the second Party to have the entire NXX reassigned in the LERG (and
associated industry databases, routing tables, etc.) to an End
Office operated by the second Party. Such transfer will be
accomplished with appropriate coordination between the Parties and
subject to appropriate industry lead-times for movement of NXXs
from one switch to another. Other applications of NXX migration
will be discussed by the Parties as circumstances arise.
B. Description Of Service
1. Interim Number Portability Service ("INP") is a service arrangement
that can be provided by USWC to Pac-West or by Pac-West to USWC.
For the purposes of this section, the Party porting traffic to the
other Party shall be
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referred to as the "INP Provider" and the Party receiving INP
traffic for termination shall be referred to as the "INP
Requestor".
2. INP applies to those situations where an end-user customer elects
to transfer service from the INP Provider to the INP Requestor and
they also wish to retain their existing telephone number. INP
consists of INP Provider's provision to the INP Requestor the
capability to route calls placed to telephone numbers assigned to
the INP Provider's switches to the INP Requestor's switches. INP
is available only for working telephone numbers assigned to the INP
Provider's customers who request to transfer to the INP Requestor's
service
3. INP is available as INP-Remote Call Forwarding ("INP-RCF")
permitting a call to a INP Provider's assigned telephone number to
be translated to the INP Requestor's dialable local number. INP
Requestor may terminate the call as desired. Additional capacity
for simultaneous call forwarding is available where technically
feasible. The INP Requestor will need to specify the number of
simultaneous calls to be forwarded for each number ported.
4. INP is subject to the following restrictions:
i. An INP telephone number may be assigned by INP
Requestor only to the Requestor's customers located
within the INP Provider's local calling area and toll
rating area that is associated with the NXX of the
portable number.
ii. INP is applicable only if the INP Requestor is engaged
in a reciprocal traffic exchange arrangement with the
INP Provider.
iii. Only the existing, INP Provider assigned end-user
telephone number may be used as a ported number for
INP.
iv. INP will not be provided by the INP Provider for
customers whose accounts are in arrears and who elect
to make a change of service provider unless and until
the following conditions are met:
- Full payment for the account (including directory
advertising charges associated with the customer's
telephone number) is made by customer or INP
Requestor agrees to make full payment on behalf of
customer.
- INP Provider is notified in advance of the change
in service provider and a Change of Responsibility
form is issued.
- INP Provider accepts the transfer of
responsibility.
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v. INP services shall not be re-sold, shared or assigned
by either party to another LEC or CLEC.
vi. INP is not offered for NXX Codes 555, 976, 960 and coin
telephones, and Service Access Codes (i.e. 500, 700,
800/888, 900). INP is not available for FGA seven-
digit numbers, including foreign exchange (FEX), FX and
FX/ONAL and foreign Central Office Service.
Furthermore, INP numbers may not be used for mass
calling events.
vii. The ported telephone number will be returned to the
originating company (or to the common pool of telephone
numbers upon implementation of permanent number
portability) when the ported service is disconnected.
The company purchasing a ported number may not retain
it and reassign it to another customer. The normal
intercept announcement will be provided by the INP
Provider for the period of time until the telephone
number is reassigned by the Provider.
3. Ordering and Maintenance
a. The INP Requestor is responsible for all dealings with and
on behalf of its end users, including all end user account
activity, e.g. end user queries and complaints.
b. Each party is responsible for obtaining a Letter of
Authorization (LOA) from its end users who requests a
transfer of the end user's telephone number from the other
party.
c. The INP Provider will work cooperatively with the Requestor
to ensure a smooth customer transition and to avoid
unnecessary duplication of other facilities (e.g., unbundled
loops). The Parties will cooperate to develop intercompany
procedures to implement the requirements of this paragraph.
d. If an end user requests transfer of service from the INP
Requestor back to the INP Provider, the Provider may rely on
that end user request to institute cancellation of the INP
service. The INP Provider will provide at least 48 hours
notice to the INP Requestor of the cancellation of INP
service, and will work cooperatively with the Requestor to
ensure a smooth customer transition and to avoid unnecessary
duplication of other facilities (e.g., unbundled loops).
The Parties will cooperate to develop intercompany
procedures to implement the requirements of this paragraph.
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e. Certain features are not available on calls passed through
INP service.
f. The Requestor's designated INP switch must return answer and
disconnect supervision to the INP Provider's switch.
g. The Requestor will provide to the E911 database provider the
network telephone number that the Requestor assigned to the
Provider-assigned, ported telephone number. Updates to and
maintenance of the INP information to the E911 database are
the responsibility of the INP Requestor.
h. The INP Requestor will submit to the INP Provider a
disconnect order for each ported number that is relinquished
by the Requestor's end users.
4. Cost Recovery
The parties agree that, for the purposes of this agreement that
the following cost structure is an acceptable measure of the
costs incurred by the INP Provider.
a. Number Ported -- This cost is incurred per number ported,
per month. Should the INP Requestor provide the transport
from the Provider's end office to the Requestor's end office
switch, a lower cost is incurred. This cost represents a
single call path from the Provider's end office switch to
the Requestor for the portable number.
b. Additional Call Path -- This cost is incurred per
additional call path per month added to a particular ported
telephone number. Should the INP Requestor provide the
transport from the Provider's end office to the Requestor's
end office switch, a lower cost is incurred.
c. Service Establishment -- Per Switch. This non-recurring
cost is incurred for each INP Provider's end office switch
that is equipped to provide INP to the INP Requestor.
d. Service Establishment -- Per Number -- This non-recurring
cost is for each telephone number equipped with INP.
e. The parties agree that Appendix A reasonably identifies the
above costs.
f. Solely for the purposes of this arbitrated agreement between
USWC and Pac-West, these two parties agree to assign between
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themselves, on an interim basis, interim number portability
costs on the basis of active local numbers, recognizing that
such assignment necessarily excludes recovery from other
industry participants. Each party is free to advocate the
assignment of interim number portability costs to other
industry participants as part of the appropriate industry-
wide cost recovery method./4/
g. The parties shall, each quarter, exchange the confidential
data necessary to implement the above pro-rata assignment of
interim number portability costs.
h. The INP Provider will, when using RCF, send the original
("ported") number over the interconnection arrangements as
the calling party number using the signaling protocol
applicable to the arrangements. The INP Requestor will
capture and measure the number of minutes of INP incoming
traffic. USWC will provide (and update quarterly)
percentage distributions of all terminating traffic in the
LATA by jurisdictional nature of the traffic: a) local;
b)intrastate, intraLATA switched access; c) intrastate,
interLATA switched access; d) interstate, intraLATA switched
access; e) interstate, interLATA switched access.. Separate
residence and business percentage distributions will be
provided, to the extent possible. The Parties agree to work
cooperatively to develop and exchange the data required to
implement this paragraph. The appropriate percentage will
be applied to the number of minutes of INP traffic in each
category to determine the number of minutes eligible for
additional "pass through" switched access compensation.
Pass through switched access compensation will be paid at
the following rates:
For all intra-LATA toll and inter-LATA minutes delivered
over INP, USWC will pay, in lieu of reciprocal compensation,
all terminating switched access elements otherwise due the
terminating office provider, including:/5/
end office switching;
IC (interconnection charge);
CCLC; and
appropriate portion of tandem switched transport.
i. Rates are contained in Appendix A.
__________________________
/4/ Section f has been incorporated pursuant to OPUC Decision 96-324.
/5/ This provision is adopted pursuant to OPUC Decision 96-324.
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IX. DIALING PARITY
The Parties shall provide Dialing Parity to each other as required under Section
251(b)(3) of the Act. This Agreement does not impact either Party's ability to
default intraLATA toll via a specific dialing pattern until otherwise required
by the Act.
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X. ACCESS TO TELEPHONE NUMBERS
1. Number Resources Arrangements.
a. 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). NXXs, and the initial points of interface for
interconnection between the Parties' networks, will be
included in Addenda to this Agreement.
b. To the extent USWC serves as Central Office Code
Administrator for a given region, USWC will support all Pac-
West requests related to central office (NXX) code
administration and assignments in the manner required and
consistent with the Central Office Code Assignment
Guidelines.
c. The parties shall provide local dialing parity to each other
as required under Section 251(b)(3) of the Act.
d. The Parties will comply with code administration
requirements as prescribed by the Federal Communications
Commission, the Commission, and accepted industry
guidelines.
e. 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.
f. 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.
g. Until an impartial entity is appointed to administer
telecommunications numbering and to make such numbers
available on an equitable basis, USWC will assign NXX codes
to Pac-West in accordance with national guidelines at no
charge.
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h. Each Party is responsible for administering NXX codes
assigned to it. Each Party is responsible for obtaining
Local Exchange Routing Guide ("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.
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XI. CALL COMPLETION FROM USWC OPERATORS
USWC Operators will provide operator call completion and call completion and
rating information and like assistance to any end user customer reaching USWC
Operators (including information for calls to Pac-West' NXXs) in the same manner
as they provide such services for end user customers served by USWC NXXs and for
calls involving only USWC NXXs.
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XII. BUSY LINE VERIFY/INTERRUPT
A) Busy Line Verification ("BLV") is performed when one Party's Customer
requests assistance from the operator bureau to determine if the called
line is in use, however, the operator bureau will not complete the call for
the Customer initiating the BLV inquiry. Only one BLV attempt will be made
per Customer operator bureau call, and a charge shall apply whether or not
the called party releases the line.
B) Busy Line Verification Interrupt ("BLVI") is performed when one Party's
operator bureau interrupts a telephone call in progress after BLV has
occurred. The operator bureau will interrupt the busy line and inform the
called party that there is a call waiting. The operator bureau will only
interrupt the call and will not complete the telephone call of the Customer
initiating the BLVI request. The operator bureau will make only one BLVI
attempt per Customer operator telephone call and the applicable charge
applies whether or not the called party releases the line.
C) The rate for Busy Line Verify shall be $.72 per call, and for Busy Line
Verify and Interrupt, $.87 per call.
D) Each Party's operator bureau shall accept BLV and BLVI inquiries from the
operator bureau of the other Party in order to allow transparent provision
of BLV/BLVI Traffic between the Parties' networks.
E) Each Party shall route BLV/BLVI Traffic inquiries over separate direct
trunks (and not the Local/IntraLATA Trunks) established between the
Parties' respective operator bureaus. Unless otherwise mutually agreed,
the Parties shall configure BLV/BLVI trunks over the Interconnection
architecture defined in Section VI, Interconnection, consistent with the
Joint Grooming Plan. Each Party shall compensate the other Party for
BLV/BLVI Traffic as set forth above.
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XIII. TOLL AND ASSISTANCE OPERATOR SERVICES
1. Description of Service.
Toll and Assistance refers to functions customers associate with
the "O" operator. Subject to availability and capacity, access
may be provided via operator services trunks purchased from USWC
or provided by Pac-West via collocation arrangements to route
calls to Pac-West's platform.
2. Functions include:
a. O-Coin, Automatic Coin Telephone Service (ACTS) - these
functions complete coin calls, collect coins and provide
coin rates.
b. Alternate Billing Services (ABS or O+ dialing): Bill to
third party, Collect and Mechanized Credit Card System
(MCCS).
c. O- or operator assistance which provides general assistance
such as dialing instruction and assistance, rate quotes,
emergency call completion and providing credit.
d. Automated Branding - ability to announce the carrier's name
to the customer during the introduction of the call.
e. Rating Services - operators have access to tables that are
populated with all toll rates used by the operator switch.
3. Pricing for Toll and Assistance Operator Services shall be
determined on a case-by-case basis, upon request.
4. Interconnection to the USWC Toll and Assistance Operator Services
from an end office to USWC T/A is technically feasible at three
distinct points on the trunk side of the switch. The first
connection point is an operator services trunk connected directly
to the T/A host switch. The second connection point is an
operator services trunk connected directly to a remote T/A
switch. The third connection point is an operator services trunk
connected to a remote access tandem with operator concentration
capabilities.
5. Trunk provisioning and facility ownership will follow the
guidelines recommended by the Trunking and Routing, IOF and
Switch sub-teams. All trunk interconnections will be digital.
6. Toll and Assistance interconnection will require an operator
services type trunk between the end office and the
interconnection point on the USWC switch.
7. Connecting a position to the host system requires two circuits
(one voice and one data) per position on a T1 facility.
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8. The technical requirements of operator services type trunks and
the circuits to connect the positions to the host are covered in
the OSSGR under Section 6 (Signaling) and Section 10 (System
Interfaces) in general requirements form.
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XIV. DIRECTORY ASSISTANCE
A) USWC agrees to (1) provide to Pac-West' operators on line access to USWC's
directory assistance database; (2) provide to Pac-West unbranded directory
assistance service (3) provide to Pac-West directory assistance service
under Pac-West brand (where technically feasible); (4) allow Pac-West or an
Pac-West designated operator bureau to license USWC's directory assistance
database for use in providing competitive directory assistance services;
and (5) in conjunction with (2) or (3) above, provide caller-optional
directory assistance call completion service which is comparable in every
way to the directory assistance call completion service USWC makes
available to its own users and to provide caller name and number.
B) The price for directory assistance, provided pursuant to this Agreement,
shall be 34 cents per call. As an alternative, the Parties may obtain
directory assistance service pursuant to effective tariffs.
C) The price for directory call completion services shall be 35 cents per
call, pending the completion of an approved TELRIC cost study. Additional
charges, for USWC intraLATA toll services, also apply for completed
intraLATA toll calls. Long distance service shall be available pursuant to
the wholesale discount provided in Section XXX, Resale, herein. Call
completion service is an optional service. Pac-West may, at its option,
request USWC to not provide call completion services to Pac-West customers.
A. Scope.
1. Listings Service ("Listings") consists of USWC placing the names,
addresses and telephone numbers of Pac-West's end users in USWC's
listing database, based on end user information provided to USWC
by Pac-West. USWC is authorized to use Listings in Directory
Assistance (DA) and as noted in paragraph 4, below.
2. Pac-West will provide in standard, mechanized format, and USWC
will accept at no charge, one primary listing for each main
telephone number belonging to Pac-West's end user customers.
Primary listings are as defined for USWC end users in USWC's
general exchange tariffs. Pac-West will be charged for premium
listings, e.g., additional, foreign, cross reference,
informational, etc., at USWC's general exchange listing tariff
rates. Pac-West utilizing Remote Call Forwarding for local
number portability can list only one number without charge -
either the end customer's original telephone number or the Pac-
West-assigned number. The standard discounted rate for an
additional listing applies to the other number.
3. USWC will furnish Pac-West the Listings format specifications.
Pac-West may supply a maximum of one batch file daily, containing
only Listings that completed on or prior to the transmission
date. USWC cannot
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accept Listings with advance completion dates. Large volume
activity (e.g., 100 or more listings) on a caption set is
considered a project that requires coordination between Pac-West
and USWC to determine time frames.
4. Pac-West grants USWC a non-exclusive license to incorporate
Listings information into its directory assistance database.
Pac-West hereby selects one of two options for USWC's use of
Listings and dissemination of Listings to third parties.
EITHER:
a. Treat the same as USWC's end user listings - No prior
authorization is needed for USWC to release Listings to
directory publishers or other third parties. USWC will
incorporate Listings information in all existing and future
directory assistance applications developed by USWC. Pac-
West authorizes USWC to sell and otherwise make Listings
available to directory publishers. USWC shall be entitled
to retain all revenue associated with any such sales.
Listings shall not be provided or sold in such a manner as
to segregate end users by carrier.
OR:
b. Restrict to USWC's directory assistance -- Prior
authorization required by Pac-West for all other uses. Pac-
West makes its own, separate agreements with USWC, third
parties and directory publishers for all uses of its
Listings beyond DA. USWC will sell Listings to directory
publishers (including USWC's publisher affiliate), other
third parties and USWC products only after the third party
presents proof of Pac-West's authorization. USWC shall be
entitled to retain all revenue associated with any such
sales. Listings shall not be provided or sold in such a
manner as to segregate end users by carrier.
5. To the extent that state tariffs limit USWC's liability with
regard to Listings, the applicable state tariff(s) is
incorporated herein and supersedes Section XXXIV(U), "Limitation
of Liability", of this Agreement with respect to Listings only.
B. USWC Responsibilities
1. USWC is responsible for maintaining Listings, including entering,
changing, correcting, rearranging and removing Listings in
accordance with Pac-West orders. USWC will take reasonable steps
in accordance with industry practices to accommodate non-
published and non-listed Listings provided that Pac-West has
supplied USWC the necessary privacy indicators on such Listings.
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2. USWC will include Pac-West Listings in USWC's Directory
Assistance service to ensure that callers to USWC's Directory
Assistance service have non-discriminatory access to Pac-West's
Listings.
3. USWC will incorporate Pac-West Listings provided to USWC in the
white pages directory published on USWC's behalf.
C. Pac-West Responsibilities
1. Pac-West agrees to provide to USWC its end user names, addresses
and telephone numbers in a standard mechanized format, as
specified by USWC.
2. Pac-West will supply its ACNA/CIC or CLCC/OCN, as appropriate,
with each order to provide USWC the means of identifying Listings
ownership.
3. Pac-West represents and warrants the end user information
provided to USWC is accurate and correct. Pac-West further
represents and warrants that it has reviewed all Listings
provided to USWC, including end user requested restrictions on
use such as non-published and non-listed. Pac-West shall be
solely responsible for knowing and adhering to state laws or
rulings regarding Listings (e.g., no solicitation requirements in
the states of Arizona and Oregon, privacy requirements in
Colorado), and for supplying USWC with the applicable Listing
information.
4. Pac-West is responsible for all dealings with, and on behalf of,
Pac-West's end users, including:
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 USWC.
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 USWC does not
contain a privacy indicator, no privacy restrictions will
apply.
d. Any additional services requested by Pac-West's end users.
D. The terms contained in this Section refer specifically to the
provision of Listings from Pac-West to USWC. The Parties acknowledge
that the Telecommunications Act of 1996 imposes reciprocal obligations
on incumbent and new entrant Local Exchange providers with respect to
directory assistance listings and white pages listings. As a result,
the Parties agree that the terms in this Section are reciprocal and
also include the provision of Listings from USWC to Pac-West, in the
event that Pac-West provides its own directory assistance service or
publishes its own white pages directory.
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XVI. U S WEST DIRECT ISSUES
USWC and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, yellow page
listings, will be the subject of negotiations between Pac-West and directory
publishers, including U S WEST Direct. USWC acknowledges that Pac-West may
request USWC to facilitate discussions between Pac-West and U S WEST Direct.
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XVII. ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY
Each Party shall provide the other Party access to its poles, ducts, rights-of-
way and conduits it controls on terms, conditions and prices comparable to those
offered to any other entity pursuant to each party's applicable tariffs and/or
standard agreements.
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XVIII. ACCESS TO DATABASES
In accordance with Section 271 of the Act, USWC shall provide Pac-West with
interfaces to access USWC's databases and associated signaling necessary for the
routing and completion of Pac-West' traffic. Except where otherwise specified,
access to such databases, and the appropriate interfaces, shall be made
available to Pac-West via a Network Interconnection and Unbundled Element
Request.
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XIX. NOTICE OF CHANGES
If a Party makes a change in its network which it believes will materially
affect the inter-operability of its network with the other Party, the Party
making the change shall provide advance notice of such change to the other Party
in accordance with the applicable FCC regulations.
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XX. 911/E-911 SERVICE
1. Scope.
a. Pac-West exchanges to be included in USWC's E-911 Data Base
will be indicated via written notice and will not require an
amendment to this Agreement.
b. In counties where USWC has obligations under existing
agreements as the primary provider of the 911 System to the
county, Pac-West will participate in the provision of the
911 System as described in this Agreement.
i. Each party will be responsible for those portions of
the 911 System for which it has total control,
including any necessary maintenance to each Party's
portion of the 911 System.
ii. USWC will be responsible for maintaining the E-911 Data
Base. USWC will provide a copy of the Master Street
Address Guide ("MSAG"), and periodic updates, to Pac-
West.
iii. Pac-West assumes all responsibility for the accuracy
of the data that Pac-West provides to USWC for MSAG
preparation and E-911 Data Base operation.
iv. Pac-West will provide end user data to the USWC ALI
data base utilizing NENA-02-001 Recommended Formats For
Data Exchange, NENA-02-002 Recommended Standard For
Street Thoroughfare Abbreviations and NENA-02-003
Recommended Protocols For Data Exchange. USWC will
furnish Pac-West any variations to NENA recommendations
required for ALI data base input.
v. Pac-West will provide end user data to the USWC ALI
data base that are Master Street Address Guide (MSAG)
valid and meet all components of the NENA-02-004
Recommended Measurements For Data Quality.
vi. Pac-West will update its end user records provided to
the USWC ALI data base to agree with the 911 MSAG
standards for its service areas.
vii. USWC will provide Pac-West with the identification of
the USWC 911 controlling office that serves each
geographic area served by Pac-West.
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viii. 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.
ix. USWC will provide Pac-West with the ten-digit
telephone numbers of each PSAP agency, for which USWC
provides the 911 function, to be used by Pac-West
operators for handling emergency calls in those
instances where the Pac-West customer dials "O"
instead of "911".
c. If a third party; i.e., LEC, is the primary service provider
to a county, Pac-West will negotiate separately with such
third party with regard to the provision of 911 service to
the county. All relations between such third party and Pac-
West are totally separate from this Agreement and USWC makes
no representations on behalf of the third party.
d. If Pac-West is the primary service provider to the county,
Pac-West and USWC will negotiate the specific provisions
necessary for providing 911 service to the county and will
include such provisions in an amendment to this Agreement.
e. Pac-West will separately negotiate with each county
regarding the collection and reimbursement to the county of
applicable customer taxes for 911 service.
f. Pac-West is responsible for network management of its
network components in compliance with the Network
Reliability Council Recommendations and meeting the network
standard of USWC for the 911 call delivery.
g. The parties shall provide a single point of contact to
coordinate all activities under this Agreement.
h. Neither Party will reimburse the other for any expenses
incurred in the provision of E-911 services.
2. Performance Criteria. E-911 Data Base accuracy shall be as set
forth below:
a. Accuracy of ALI (Automatic Location Identification) data
will be measured jointly by the PSAPs (Public Safety
Answering Points) and USWC in a format supplied by USWC.
The reports shall be forwarded to Pac-West by USWC when
relevant and will indicate incidents when incorrect or no
ALI data is displayed.
b. Each discrepancy report will be jointly researched by USWC
and Pac-West. Corrective action will be taken immediately
by the responsible party.
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c. Each party will be responsible for the accuracy of its
customer records. Each party specifically agrees to
indemnify and hold harmless the other party from any claims,
damages, or suits related to the accuracy of customer data
provided for inclusion in the E-911 Data Base.
d. The additional parameters by which the Parties will utilize
the 911 or E-911 database will be the subject of further
discussion between the parties.
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XXI. REFERRAL ANNOUNCEMENT
When an end user customer changes from USWC to Pac-West, or from Pac-West
to USWC, and does not retain their original telephone number, the Party
formerly providing service to the end user will provide a transfer of
service announcement on the abandoned telephone number. Each Party will
provide this referral service consistent with its tariff. This
announcement will provide details on the new number that must be dialed to
reach this customer.
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XXII. COORDINATED REPAIR CALLS
1. Pac-West and USWC will employ the following procedures for
handling misdirected repair calls;
a. Pac-West and USWC will provide their respective customers
with the correct telephone numbers to call for access to
their respective repair bureaus.
b. Customers of Pac-West shall be instructed to report all
cases of trouble to Pac-West. Customers of USWC shall be
instructed to report all cases of trouble to USWC.
c. To the extent the correct provider can be determined,
misdirected repair calls will be referred to the proper
provider of Basic Exchange Telecommunications Service.
d. Pac-West and USWC will provide their respective repair
contact numbers to one another on a reciprocal basis.
e. In responding to repair calls, neither Party shall make
disparaging remarks about each other, nor shall they use
these repair calls as the basis for internal referrals or to
solicit customers to market services. Either Party may
respond with accurate information in answering customer
questions.
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XXIII. NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST
A. Any request for interconnection or access to an unbundled Network Element
that is not already available as described herein shall be treated as a
Network Interconnection and Unbundled Element Request (NIUER). USWC shall
use the NIUER Process to determine technical feasibility of the requested
interconnection or Network Elements and, for those items found to be
feasible, to provide the terms and timetable for providing the requested
items.
B. A NIUER shall be submitted in writing and shall, at a minimum, include: (a)
a technical description of each requested Network Element or
interconnection; (b) the desired interface specification; (c) each
requested type of interconnection or access; (d) a statement that the
interconnection or Network Element will be used to provide a
telecommunications service; and (e) the quantity requested.
C. Within 15 business days of its receipt, USWC shall acknowledge receipt of
the NIUER and in such acknowledgment advise Pac-West of any missing
information, if any, necessary to process the NIUER. Thereafter, USWC
shall promptly advise Pac-West of the need for any additional information
that will facilitate the analysis of the NIUER.
D. Within 30 calendar days of its receipt of the NIUER and all information
necessary to process it, USWC shall provide to Pac-West a preliminary
analysis of the NIUER. The preliminary analysis shall specify: (a) USWC's
conclusions as to whether or not the requested interconnection or access to
an unbundled Network Element is technically feasible; and (b) any
objections to qualification of the requested Network Element or
interconnection under the Act.
1. If USWC determines during the 30 day period that a NIUER is not
technically feasible or that the NIUER otherwise does not qualify
as a Network Element of interconnection that is required to be
provided under the Act, USWC shall advise Pac-West as soon as
reasonably possible of that fact, and USWC shall promptly, but in
no case later than ten days after making such a determination,
provide a written report setting forth the basis for its
conclusion.
2. If USWC determines during the thirty day period that the NIUER is
technically feasible and otherwise qualifies under the Act, it
shall notify Pac-West in writing of such determination within ten
days.
3. As soon as feasible, but in any case within 90 days after USWC
notifies Pac-West that the NIUER is technically feasible, USWC
shall provide to Pac-West a NIUER quote which will include, at a
minimum, a description of each interconnection and Network
Element, the quantity to be provided, any interface
specifications, and the applicable rates (recurring and
nonrecurring) including the separately stated amortized
development costs of the interconnection or the network elements
and any minimum volume and term commitments required to achieve
amortization of development costs. An initial payment for
development cost is
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appropriate only where Pac-West is the only conceivable customer
or where requested quantity is insufficient to provide
amortization.
E. If USWC has indicated minimum volume and term commitments, then within 30
days of its receipt of the NIUER quote, Pac-West must either agree to
purchase under those commitments, cancel its NIUER, or seek mediation or
arbitration.
F. If Pac-West has agreed to minimum volume and term commitments under the
preceding paragraph, Pac-West may cancel the NIUER or volume and term
commitment at any time, but in the event of such cancellation Pac-West will
pay USWC's reasonable development costs incurred in providing the
interconnection or network element, to the extent that those development
costs are not otherwise amortized.
G. If either Party believes that the other Party is not requesting,
negotiating or processing any NIUER in good faith, or disputes a
determination, or quoted price or cost, it may seek arbitration or
mediation under (S)252 of the Act. Pac-West is not required to use this
section as the exclusive method of seeking access to interconnection or
Network Elements.
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XXIV. AUDIT PROCESS
"Audit" shall mean the comprehensive review of:
A. data used in the billing process for services performed and
facilities provided under this Agreement; and
B. data relevant to provisioning and maintenance for services
performed or facilities provided by either of the Parties for
itself or others that are similar to the services performed or
facilities provided under this Agreement for interconnection or
access to unbundled elements.
The data referred to in subsection (B), above, shall be relevant to any
performance standards that are adopted in connection with this Agreement,
through negotiation, arbitration or otherwise.
This Audit shall take place under the following conditions:
A. Either Party may request to perform an Audit.
B. The Audit shall occur upon 30 business days written notice by the
requesting Party to the non-requesting Party.
C. The Audit shall occur during normal business hours.
D. There shall be no more than one Audit requested by each Party under
this Agreement in any 12-month period.
E. The requesting Party may review the non-requesting Party's records,
books and documents, as may reasonably contain information relevant to
the operation of this Agreement.
F. The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal course of
business.
G. All transactions under this Agreement which are over 24 months old
will be considered accepted and no longer subject to Audit.
H. Each Party shall bear its own expenses occasioned by the Audit,
provided that the expense of any special data collection shall be born
by the requesting Party.
I. The Party requesting the Audit may request that an Audit be conducted
by a mutually agreed-to independent auditor. Under this circumstance,
the costs of the independent auditor shall be paid for by the Party
requesting the Audit.
J. In the event that the non-requesting Party requests that the Audit be
performed by an independent auditor, the Parties shall mutually agree
to the selection of the independent auditor. Under this circumstance,
the costs of the independent auditor shall be shared equally by the
Parties.
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K. The Parties agree that if an Audit discloses error(s), the Party
responsible for the error(s) shall, in a timely manner, undertake
corrective action for such error(s).
All information received or reviewed by the requesting Party or the
independent auditor in connection with the Audit is to be considered
Proprietary Information as defined by this Agreement. The non-requesting
Party reserves the right to require any non-employee who is involved
directly or indirectly in any Audit or the resolution of its findings as
described above to execute a nondisclosure agreement satisfactory to the
non-requesting Party. To the extent an Audit involves access to
information of other competitors, Pac-West and USWC will aggregate such
competitors' data before release to the other Party, to insure the
protection of the proprietary nature of information of other competitors.
To the extent a competitor is an affiliate of the party being audited
(including itself and its subsidiaries), the Parties shall be allowed to
examine such affiliates' disaggregated data, as required by reasonable
needs of the audit.
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XXV. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES
The Parties agree that access to the audiotext, mass announcement and
information services of each Party should be made available to the other
Party upon execution of an agreement defining terms for billing and
compensation of such calls. Services included in this category include 976
calls, whether flat rated or usage sensitive, intra-LATA 900 services and
other intra-LATA 976-like services. Such calls will be routed over the
Local Interconnection Trunks.
Pac-West and USWC will work together in good faith to negotiate and
execute the agreement for billing and compensation for these services
within 90 days of the execution of this Agreement. The Parties agree that
their separate agreement on audiotext and mass announcement services will
include details concerning the creation, exchange and rating of records,
all of which will occur without any explicit charge between the Parties, as
well as a process for the handling of uncollectables so that the
originating Party does not have any responsibility for uncollectables.
Until such time that such an agreement is executed, Pac-West may choose
to block such calls, or Pac-West will agree to back-bill and compensate
retroactively for such calls once the subsequent agreement is executed
retroactive to the effective date of this Agreement.
A. Usage Sensitive Compensation.
----------------------------
All audiotext and mass announcement calls shall be considered
toll calls for purposes of reciprocal compensation between the
Parties. Compensation will be paid based on the compensation for
toll calls referenced in this Agreement with respect to
reciprocal compensation between the Parties, except that such
compensation shall be paid by the Party terminating the call,
rather than the Party originating the call.
B. Billing and Collection Compensation.
------------------------------------
Billing and collection compensation will be dealt with in the
agreement referenced in this section.
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XXVI. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING
There are certain types of calls or types of interconnection that require
exchange of billing records between the Parties, including, for example,
alternate billed and Toll Free Service calls. The Parties agree that all call
types must be routed between the networks, accounted for, and settled among the
parties. Certain calls will be handled via the Parties' respective operator
service platforms. The Parties agree to utilize, where possible and
appropriate, existing accounting and settlement systems to bill, exchange
records and settle revenue.
A. The exchange of billing records for alternate billed calls (e.g.,
----
calling card, bill-to-third number, and collect) will be distributed
through the existing CMDS processes, unless otherwise separately
agreed to by the Parties.
B. Inter-Company Settlements ("ICS") revenues will be settled through the
Calling Card and Third Number Settlement System ("CATS"). Each Party
will provide for its own arrangements for participation in the CATS
processes, through direct participation or a hosting arrangement with
a direct participant.
C. Non-ICS revenue is defined as collect calls, calling card calls, and
billed to third number calls which originate on one service provider's
network and terminate on another service provider's network in the
same Local Access Transport Area ("LATA"). The Parties agree to
negotiate and execute an Agreement within 30 days of the execution of
this Agreement for settlement of non-ICS revenue. This separate
arrangement is necessary since existing CATS processes do not permit
the use of CATS for non-ICS revenue. The Parties agree that the CMDS
system can be used to transport the call records for this traffic.
D. Both Parties will provide the appropriate call records to the
intraLATA Toll Free Service Provider, thus permitting the Service
Provider to bill its subscribers for the inbound Toll Free Service.
No adjustments to bills via tapes, disks or NDM will be made without
the mutual agreement of the Parties.
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XXVII. SIGNALING ACCESS TO CALL-RELATED DATABASES
1. When Pac-West is purchasing local switching from USWC, USWC will
provide access via the STP to call related databases used in AIN
services. The Parties agree to work in the industry to define
the mediated access mechanisms for SCP access. Access to the
USWC SMS will be provided to CLEC to create, modify, or update
information in the call related databases, equivalent to the USWC
access.
2. USWC will offer unbundled signaling via LIS-Common Channel
Signaling Capability (CCSAC). CCSAC service utilizes the SS7
network and provides access to call-related databases that reside
at USWC's SCPs, such as the Line Information Database (LIDB) and
the 800 Database. The access to USWC's SCPs will be mediated via
the STP Port in order to assure network reliability.
3. CCSAC includes:
a. Entrance Facility - This element connects Pac-West's
signaling point of interface with the USWC serving wire
center (SWC). Pac-West may purchase this element or it may
self-provision the entrance facility. If the entrance
facility is self-provisioned, Pac-West would need to
purchase collocation and an expanded interconnection channel
termination.
b. Direct Link Transport (DLT) - This element connects the SWC
to the USWC STP. Pac-West may purchase this element or
self-provision transport directly to the STP. If Pac-West
provides the link to the STP, it must purchase collocation
and an expanded interconnection channel termination at the
STP location.
c. STP Port - This element provides the switching function at
the STP. One STP Port is required for each DLT Link. The
Port provides access to the Service Control Point (SCP).
4. Access to Advanced Intelligent Network (AIN) functions is
available only through the STP.
5. USWC will provide access to Service Management Systems (SMS)
through its Service Creation Environment (SCE) on an equivalent
basis as USWC provides to itself. SMS allows Pac-West to create
modify, or update information in call related databases.
Currently, the SCE process is predominantly manual.
6. The pricing for CCSAC service is provided in Appendix A.
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XXVIII. INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)
1. Description of Line Information Data Base (LIDB).
Line Information Data Base (LIDB) stores various line numbers and
Special Billing Number (SBN) data used by operator services
systems to process and bill calls. The operator services system
accesses LIDB data to provide origination line (calling number),
billing number and termination line (called number) management
functions. LIDB is used for calling card validation, fraud
verification, preferred IC association with the calling card,
billing or service restrictions and the sub-account information
to be included on the call's billing record.
2. Interfaces.
Bellcore's GR-446-CORE defines the interface between the
administration system and LIDB including specific message
formats. (Bellcore's TR-NWP-000029, Section 10)
3. LIDB Access.
a. All LIDB queries and responses from operator services
systems and end offices are transmitted over a CCS network
using a Signaling System 7 (SS7) protocol (TR-NWT-000246,
Bell Communications Research Specification of Signaling
System 7).
b. All LIDB queries and responses from the Public Packet
Switched Network (PPSN) nodes are transmitted over one or
more PPSN as TR-TSY000301 describes. The application data
needed for processing LIDB data are formatted as TCAP
messages. TCAP messages may be carried as an application
level protocol network using SS7 protocols for basic message
transport.
c. The SCP node provides all protocol and interface support.
CLEC SS7 connections will be required to meet Bellcore's
GR905. TR954 and USWC's Technical Publication 77342
specifications.
d. Non-USWC companies will submit LIDB updates through the
exchange carrier service center and the LSS service bureau.
These two centers enter information into USWC's service
order process interface system, SOPI.
e. It is currently USWC's policy to allow LIDB access to non-
USWC companies through regional STPs.
4. Pricing for LIDB access shall be determined on a case-by-case
basis.
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XXIX. CONSTRUCTION CHARGES
The following terms relating to construction charges are taken from OPUC
Decision 96-324, Appendix A (Arbitrator's Decision):
Construction costs are included in the recurring price for the
particular service. Allowing USWC to recover construction costs in
the price and also impose an additional construction charge would
allow the company to recover the same costs twice. Furthermore,
including these costs in the price fairly allocates the cost of
constructing new facilities to all the competitors. USWC can address
the abandonment problem by negotiating term commitments before
constructing outside plant for Pac-West. When dealing with
interconnectors that impose a significant risk of nonpayment, USWC can
require reasonable security that will assure recovery of costs. See
Order No. 96-128.
The following terms relating to construction charges were directed to be
added to the above by Section 3 of OPUC Decision 96-324:
Requiring the customer to pay for construction as an up-front charge
has two problems. First, it would require the competitor to pay for
the service twice: once in the advance charge and again in the
recurring charge. In addition, charging the first competitor for the
construction imposes all the costs on that entity. Subsequent
competitors would be able to request service using the facilities paid
for by the first competitor. USWC has not proposed any mechanism that
avoids these concerns.
It is clear that USWC is entitled to recover its costs of
construction. In situations where recovery through recurring charges
is uncertain, USWC may take reasonable steps to insure cost recovery.
For example, in situations involving temporary facilities or
facilities to be constructed in advance of use, USWC may take
reasonable steps to insure cost recovery. Those steps include, but
are not limited to: term contracts, bonds or other security, or
advance payment of construction charges.
Our decision on this issue is consistent with the FCC Rules and Order
relating to General Rate Structure, which set out principles for
analyzing rate structure questions and developing methods of recovery
of costs. (See (S) 51.507, (P)(P) 743-754).
The following terms relating to construction charges were issued as a
supplement to the above language by OPUC Decision 97-126 (Order on
Reconsideration):
As a general matter, the costs of providing a network element or
service are included in the TELRIC-based price of that element or
service. However, where an ILEC incurs additional costs to build or
modify facilities for the benefit of a requesting carrier, and those
costs are not included in existing rates, the ILEC is entitled to
recover such additional costs. The ILEC has the burden of showing
that any claimed additional costs are not already recovered through
its existing rates.
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If an ILEC demonstrates that it is entitled to recover additional
costs to provide facilities on behalf of a requesting carrier, it may
propose to recover those costs through nonrecurring charges. However,
because large up-front charges tend to discourage competition, the
Commission will attempt to spread cost recovery over a reasonable
period of time and allocate such costs among all requesting carriers.
This approach is consistent with that approved by the FCC in 47 C.F.R.
(S)51.507(e). See also Order No. 96-283 at 13-14 and Order No. 96-
325, Appendix A at 11; FCC Order at (P)(P) 682, 743-752.
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XXX. RESALE
A. Description
1. USWC Basic Exchange Telecommunications Service (as defined in
Section III) will be available for resale from USWC pursuant to
the Act and will reference terms and conditions (except prices)
in USWC tariffs, where applicable. Appendix A lists services
which are available for resale under this Agreement, and is
attached and incorporated herein by this reference.
2. Certain USWC services are not available for resale under this
Agreement. USWC's Telecommunication Services which are not
available for resale are identified in Appendix A.
3. Certain USWC services shall be available for resale at prices
absent a wholesale discount. Such services include residence
exchange service, private line, special access and switched
access services, and packages of services comprised of services
available for resale separately. These services are listed in
Appendix A.
4. Pac-West may contest the legality of any resale restrictions in a
USWC retail tariff through a complaint filed with the State
Commission.
B. Scope
1. Basic Exchange Telecommunications Service may be resold only to
the same class of customer to which USWC sells local Basic
Exchange Telecommunications Service. For example:
a) Residence service may not be resold to business customers;
b) Basic Exchange Telecommunications Service may not be resold
as a substitute for switched access service.
2. USWC shall bill Pac-West and Pac-West is responsible for all
applicable charges for the resold services. Pac-West shall be
responsible for all charges associated with services that Pac-
West resells to an end user.
C. Ordering and Maintenance.
1. Pac-West, or Pac-West's agent, shall act as the single point of
contact for its end users' service needs, including without
limitation, sales, service design, order taking, provisioning,
change orders, training, maintenance, trouble reports, repair,
post-sale servicing, billing, collection and inquiry. Pac-West
shall make it clear to its end users that they are customers of
the Pac-West for resold services. Pac-West's end users
contacting USWC will be instructed to contact Pac-West; however,
nothing in this
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Agreement shall be deemed to prohibit USWC from discussing its
products and services with Pac-West's customers who call USWC for
any reason.
2. Pac-West shall transmit to USWC all information necessary for the
installation (billing, listing and other information), repair,
maintenance and post-installation servicing according to USWC's
standard procedures, as described in the USWC resale operations
guide that will be provided to Pac-West. When USWC's end user or
the end user's new service provider discontinues the end user's
service in anticipation of moving to another service provider,
USWC will render its closing bill to end user customer effective
with the disconnection. Should Pac-West's end user customer, a
new service provider or Pac-West request service be discontinued
to the end user, USWC will issue a bill to Pac-West for that
portion of the service provided to Pac-West. USWC will notify
Pac-West by FAX, EDI, or other processes when end user moves to
another service provider. Pac-West shall issue disconnect orders
to USWC, which shall be coordinated with new connect orders
issued by the new service provider
3. Resold services shall be installed and repaired in a manner
consistent with USWC's effective tariffs with the same quality
and timeliness that USWC provides to its own end users.
4. Pac-West shall provide USWC and USWC shall provide Pac-West with
points of contact for order entry, problem resolution and repair
of the resold services.
5. Prior to placing orders on behalf of the USWC customer, Pac-West
shall be responsible for obtaining and have in its possession a
Letter of Authorization or Agency (LOA) from the end user. Pac-
West shall make LOAs available to USWC upon request.
Prior to placing orders that will disconnect a line from another
reseller's account Pac-West is responsible for obtaining all
information needed to process the disconnect order and re-
establish the service on behalf of the end user. If Pac-West is
displaced by another reseller or service provider, Pac-West is
responsible for coordination with the other reseller or service
provider. 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 written evidence of
its authority to USWC within three (3) business days. If there
is a conflict between the end user designation and Pac-West's
written evidence or its authority, USWC shall honor the
designation of the end user and change the end user back to the
previous service provider. If Pac-West does not provide the LOA
within three (3) business days, or if the end user disputes the
authority of the LOA, then Pac-West must, by the end of the third
business day:
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a) notify USWC to change the end user back to the previous
reseller or service provider, and
b) provide any end user information and billing records
Pac-West has obtained relating to the end user to the
previous reseller, and
c) notify the end user and USWC that the change has been
made, and
d) remit to USWC a slamming charge as provided in Appendix
A as compensation for the change back to the previous
reseller or service provider.
6. Pac-West shall designate the Primary Interexchange Carrier (PIC)
assignments on behalf of its end users for interLATA services and
intraLATA services when intraLATA presubscription is implemented.
D. Pac-West Responsibilities
1. Pac-West must send USWC complete and accurate end-user listing
information for Directory Assistance, Directory, and 911
Emergency Services using the established processes of USWC. Pac-
West must provide to USWC accurate end-user information to ensure
appropriate listings in any databases in which USWC is required
to retain and/or maintain end-user information. USWC assumes no
liability for the accuracy of information provided by Pac-West.
2. Pac-West may not reserve blocks of USWC telephone numbers, except
as allowed by tariffs.
3. Pac-West is liable for all fraud associated with service to its
end-users and accounts. USWC takes no responsibility, and will
make no adjustments to Pac-West's account in cases of fraud. The
Parties will cooperate in the prevention and investigation of
fraudulent use of resold services.
4. This agreement does not address the resale of USWC provided
calling cards.
4. Pac-West will provide a three year forecast within ninety (90)
days of signing this Agreement. The forecast shall be updated
and provided to USWC on a quarterly basis in as specified in
Appendix B. 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
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. Pac-West's key contact personnel
5. In the event USWC terminates 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 USWC be responsible
for providing such notice.
E. Rates and Charges
1. Resold services as listed in Appendix A are available for resale
at the applicable resale tariff rates or at the rates or at the
wholesale discount levels set forth in Appendix A.
2. If the resold services are purchased pursuant to Tariffs and the
Tariff rates change, charges billed to Pac-West for such services
will be based upon the new Tariff rates less the applicable
wholesale discount as agreed to herein. The new rate will be
effective upon the Tariff effective date.
3. A Customer Transfer Charge (CTC) as specified in Appendix A
applies when transferring any existing account or lines to Pac-
West.
4. A Subscriber Line Charge (SLC) will continue to be paid by Pac-
West without discount for each local exchange line resold under
this Agreement. All federal and state rules and regulations
associated with SLC as found in the applicable tariffs also
apply.
5. Pac-West will pay to USWC the PIC change charge without discount
associated with Pac-West end user changes of inter-exchange or
intraLATA carriers.
6. Pac-West agrees to pay USWC when its end user activates any
services or features that are billed on a per use or per
activation basis (e.g., continuous redial, last call return, call
back calling, call trace, etc.). USWC shall provide Pac-West
with detailed billing information (per applicable OBF standards,
if any) as necessary to permit Pac-West to bill its end users
such charges.
7. To the extent such charges apply to USWC's retail customers,
special construction charges, line extension charges, and land
development agreements may apply to Pac-West, as detailed in
individual state tariffs regarding end user obligations for
construction charges. Specifically, special construction charges
will be applicable where, at the request of Pac-West on behalf of
its customers, USWC constructs a greater quantity of facilities
than that which USWC would otherwise construct or normally
utilize.
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8. Nonrecurring charges will be billed at the applicable Tariff
rates, less the appropriate wholesale discount.
9. As part of the resold line, USWC provides operator services,
directory assistance, and IntraLATA long distance with standard
USWC branding. At the request of Pac-West and where technically
feasible USWC will rebrand operator services and directory
assistance in Pac-West's name, provided the costs associated with
such rebranding are paid by Pac-West. Pac-West will have the
option of obtaining such services on an unbranded basis, at no
additional cost for "unbranding" the service.
10. USWC will address all Pac-West requests for ancillary resale
systems, programs, and initiatives on an individual case basis.
F. Directory Listings
As part of each resold line, USWC will accept at no charge one primary
listing for each main telephone number belonging to Pac-West's end
user customer based on end user information provided to USWC by Pac-
West. USWC will place Pac-West's listings in USWC's directory listing
database for directory assistance purposes and will make listings
available to directory publishers and to other third parties.
Additional terms and conditions with respect to directory listings are
described in Section XV, Directory Listings, herein..
G. Deposit
1. USWC may require Pac-West to make a suitable deposit to be held
by USWC as a guarantee of the payment of charges. Any deposit
required of an existing reseller is due and payable within ten
days after the requirement is imposed. The amount of the deposit
shall be the estimated charges for the resold service which will
accrue for a two-month period. Interest on the deposit shall be
accumulated by USWC at a rate equal to the federal discount rate,
as published in the Wall Street Journal from time to time.
2. When the service is terminated, or when Pac-West has established
satisfactory credit, the amount of the initial or additional
deposit, with any interest due, will, at Pac-West's option,
either be credited to Pac-West's account or refunded.
Satisfactory credit for a reseller is defined as twelve
consecutive months service as a reseller without a termination
for nonpayment and with no more than one notification of intent
to terminate Service for nonpayment.
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H. Payment
1. Amounts payable under this Agreement are due and payable within
thirty (30) days after the date of USWC's invoice.
2. A late payment charge of 1.5% applies to all billed balances
which are not paid by the billing date shown on the next bill.
To the extent Pac-West pays the billed balance on time, but the
amount of the billed balance is 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.
3. USWC may discontinue processing orders for the failure by Pac-
West to make full payment for the resold services provided under
this Agreement within thirty (30) days of Pac-West's receipt of
bill.
4. USWC may disconnect for the failure by Pac-West to make full
payment for the resold services provided under this Agreement
within sixty (60) days of Pac-West's receipt of bill.
5. Collection procedures and the requirements for deposit are
unaffected by the application of a late payment charge.
6. In the event USWC terminates 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 USWC be responsible
for providing such notice.
7. USWC shall bill all amounts due from Pac-West for each resold
service in accordance with the terms and conditions as specified
in the USWC tariff.
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XXXI. UNBUNDLED ACCESS/ELEMENTS
A. General Terms
1. USWC agrees to provide the following unbundled network elements
which are addressed in more detail in later sections of this
agreement: 1) local loop, 2) local and tandem switches (including
all vertical switching features provided by such switches, 3)
interoffice transmission facilities, 4) network interface devices,
5) signaling and call-related database facilities, 6) operations
support systems functions, and 7) operator and directory assistance
facilities.
2. (deleted)/6/
3. USWC will not restrict the types of telecommunications services
Pac-West may offer through unbundled elements, nor will it restrict
Pac-West from combining elements with any technically compatible
equipment the Pac-West owns. USWC will provide Pac-West with all of
the functionalities of a particular element, so that Pac-West can
provide any telecommunications services that can be offered by
means of the element. USWC agrees to perform and Pac-West agrees to
pay for the functions necessary to combine requested elements in
any technically feasible manner either with other elements from
USWC's network, or with elements possessed by Pac-West. However,
USWC need not combine network elements in any manner requested if
not technically feasible, but must combine elements ordinarily
combined in its network in the manner they are typically combined.
B. Description of Unbundled Elements
1. Tandem Switching
USWC will provide a tandem switching element on an unbundled
basis. The tandem switch element includes the facilities
connecting the trunk distribution frames to the switch, and all
the functions of the switch itself, including those facilities
that establish a temporary transmission path between two other
switches. The definition of the tandem switching element also
includes the functions that are centralized in tandems rather
than in separate end office switches, such as call recording, the
routing of calls to operator services, and signaling conversion
functions.
2. Transport
USWC will provide unbundled access to shared transmission
facilities between end offices and the tandem switch. Further,
USWC will provide unbundled access to dedicated transmission
facilities between its central
_____________________
/6/ Paragraph 2 was deleted pursuant to OPUC Decision 96-324, Appendix A
(Arbitrator's Decision).
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offices or between such offices and those of competing carriers.
This includes, at a minimum, interoffice facilities between end
offices and serving wire centers (SWCs), SWCs and IXC POPs,
tandem switches and SWCs, end offices or tandems of USWC , and
the wire centers of USWC and requesting carriers. USWC will also
provide all technically feasible transmission capabilities, such
as DS1, DS3, and Optical Carrier levels (e.g. OC-3/12/48/96) that
Pac-West could use to provide telecommunications services.
3. Digital Cross Connect System.
USWC will provide Pac-West with access to mutually agreed upon
digital cross-connect system (DCS) points.
4. Unbundled Loops
a. Service Description
i. An Unbundled Loop establishes a transmission path
between the USWC distribution frame (or equivalent) up
to, and including, USWC's network interface device
(NID). For existing loops, the inside wire connection
to the NID will remain intact.
ii. Basic Unbundled Loops are available as a two-wire or
four-wire, point-to-point configuration suitable for
local exchange type services within the analog voice
frequency range of 300 to 3000 Hz. For the two-wire
configuration, Pac-West is requested to specify loop
start, ground start or loop reverse battery options.
The actual loop facilities that provide this service
may utilize various technologies or combinations of
technologies. Basic Unbundled Loops provide an analog
facility to Pac-West.
(a) To the extent Pac-West requires an Unbundled Loop
to provide ISDN, HDSL, ADSL or DS1 service, such
requirements will be identified on the order for
Unbundled Loop Service. Conditioning charges will
apply, as required, to condition such loops to
ensure the necessary transmission standard.
(b) Specific channel performance options for the loops
can be ordered by identifying the Network Channel
(NC)/Network Channel Interface (NCI) for the
functions desired. USWC will provide Pac-West
with the available NC/NCI codes and their
descriptions.
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b. Unbundled Loops are provided in accordance with the
specifications, interfaces and parameters described in the
appropriate Technical Reference Publications. USWC's sole
obligation is to provide and maintain Unbundled Loops in
accordance with such specifications, interfaces and
parameters. USWC does not warrant that Unbundled Loops are
compatible with any specific facilities or equipment or can
be used for any particular purpose or service. Transmission
characteristics may vary depending on the distance between
Pac-West's end user and USWC's end office and may vary due
to characteristics inherent in the physical network. USWC,
in order to properly maintain and modernize the network, may
make necessary modifications and changes to the network
elements in its network on an as needed basis. Such changes
may result in minor changes to transmission parameters.
Changes that affect network interoperability require advance
notice pursuant to Section XIX, Notice of Changes, herein.
c. Facilities and lines furnished by USWC on the premises of
Pac-West's end user and up to the NID or equivalent are the
property of USWC. USWC must have access to all such
facilities for network management purposes. USWC's
employees and agents may enter said premises at any
reasonable hour to test and inspect such facilities and
lines in connection with such purposes or upon termination
or cancellation of the Unbundled Loop Service to remove such
facilities and lines. The Parties agree to explore issues
surrounding the extension of Unbundled Loops beyond the NID.
d. Unbundled Loops include the facilities between the USWC
distribution frame up to and including USWC's NID located at
Pac-West's end user premise. The connection between the
distribution frame and Pac-West facilities is accomplished
via channel terminations that can be ordered in conjunction
with either Collocation or Unbundled Interoffice Transport
Service.
e. Ordering and Maintenance.
i. For the purposes of loop assignment, tracking, and
dispute resolution, USWC will require a Letter of
Authorization for each existing USWC end user for which
Pac-West has requested reassignment of the loop serving
that end user.
ii. If there is a conflict between an end user (and/or its
respective agent) and Pac-West regarding the
disconnection or provision of Unbundled Loops, USWC
will honor the latest dated Letter of Authorization
designating an agent by the end user or its respective
agent. If the end user's service has not been
disconnected and
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Unbundled Loop Service is not yet established, Pac-West
will be responsible to pay the nonrecurring charge as
set forth herein. If the end user's service has been
disconnected and the end user's service is to be
restored with USWC, Pac-West will be responsible to pay
the applicable nonrecurring charges as set forth in
USWC's applicable tariff, to restore the end user's
prior service with USWC.
iii. Pac-West is responsible for its own end user base and
will have the responsibility for resolution of any
service trouble report(s) from its customers. USWC
will work cooperatively with Pac-West to resolve
trouble reports when the trouble condition has been
isolated and found to be within a portion of USWC's
network. Pac-West must provide to USWC switch-based
test results when testing its customer's trouble prior
to USWC performing any repair functions. The Parties
will cooperate in developing mutually acceptable test
report standards. USWC shall provide Pac-West with
Maintenance of service charges in accordance with
applicable time and material charges in USWC tariffs
will apply when the trouble is not in USWC's network.
iv. Pac-West will be responsible to submit to USWC a
disconnect order for a Unbundled Loop that is
relinquished by the end user due to cessation of
service. Unbundled Loop facilities will be returned to
USWC when the disconnect order is complete. In the
event of transfer of the end user's service from one
provider to another, the new provider will issue a
request for transfer of service, resulting in the
appropriate disconnect/reconnection of service.
v. The installation due date is a negotiated item. For
related orders, new connects will be physically worked
within the same calendar day.
vi. When ordering Unbundled Loops, Pac-West is responsible
for obtaining or providing facilities and equipment
that are compatible with the service.
vii. Pac-West will have responsibility for testing the
equipment, network facilities and the Unbundled Loop
facility. If USWC performs tests of the Unbundled Loop
facility at Pac-West's request, and the fault is not in
the USWC facilities, a charge shall apply.
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viii. Pac-West will be responsible for providing battery
and dial tone to its connection point two days prior
to the due date on the service order.
ix. The following procedures shall apply to Unbundled
Loops ordered with the option of Basic Testing at
Coordinated Time:
(a) On each Unbundled Loop order, Pac-West and USWC
will agree on a cutover time at least 48 hours
before that cutover time. The cutover time will
be defined as a 30 minute window within which
both the Pac-West and USWC personnel will make
telephone contact to complete the cutover.
(b) Within the appointed 30 minute cutover time, the
Pac-West person will call the USWC person
designated to perform cross-connection work and
when the USWC person is reached in that interval
such work will be promptly performed. If the Pac-
West person fails to call or is not ready within
the appointed interval, and if Pac-West had not
called to reschedule the work at least 2 hours
prior to the start of the interval, USWC and Pac-
West will reschedule the work order and Pac-West
will pay the non-recurring charge for the
Unbundled Loops scheduled for the missed
appointment. In addition, non-recurring charges
for the rescheduled appointment will apply. If
the USWC person is not available or not ready at
any time during the 30 minute interval, Pac-West
and USWC will reschedule and USWC will waive the
non-recurring charge for the Unbounded Loops
scheduled for that interval. The standard time
expected from disconnection of service on a line
to the connection of the Unbundled Loop to the
Pac-West Collocation Service is 5 minutes. If
USWC causes a line to be out of service due
solely to its failure for more than 15 minutes,
USWC will waive the non-recurring charge for that
Unbundled Loop. 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, USWC will coordinate
implementation of INP with the Unbundled Loop
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installation; provided, separate INP
installation charges will apply.
xx.. Pac-West and USWC will work cooperatively to
develop forecasts for Unbundled Loop service. USWC
requests an eighteen month forecast of Unbundled
Loop service. The forecast will include the
specific serving Wire Center that will be
requested, plus the specific quantity of each
service desired. The forecast will be updated
quarterly, and will be treated as Pac-West
confidential information.
f. Appendix A contains the rate information for Unbundled
Loops.
g. If applicable, the New Interconnection/Unbundled Element
Request Process will apply as detailed in Section XXIII of
this Agreement.
h. For issues related to construction charges, see Section XXIX
of this Agreement.
5. Local Switching Elements
The switching network element includes facilities that are
associated with the line (e.g., the line card), facilities that
are involved with switching the call, and facilities used for
custom routing. USWC will provide the local switching element to
Pac-West pursuant to the Network Interconnection/Unbundled
Element Request Process described in Section XXIII herein.
6. Network Interface Device (NID)
a. Service Description.
A device wired between a telephone protector and the inside
wiring to isolate the customer's equipment from the network
at the subscriber's premises. It is a device for the
termination of inside wire that is available in single and
multiple pair configurations.
b. Pac-West may connect its loops, via its own NID, to the USWC
NID.
c. Any costs associated with Pac-West connecting its NID to
USWC's NID, will be the responsibility of Pac-West.
d. Connecting Pac-West's loop directly to the USWC NID is
prohibited.
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e. If Pac-West purchases an unbundled loop, Pac-West may
provide its own NID or have USWC provide the NID.
f. The price for access to the NID will be provided on a case-
by-case basis.
7. Additional Unbundled Elements
USWC shall provide nondiscriminatory access to, and where
appropriate, development of additional unbundled network elements
not covered in this Agreement in response to specific requests
therefor, pursuant to the New Interconnection/Unbundled Element
Request Process detailed in Section XXIII of this Agreement.
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XXXII. SERVICE STANDARDS
A. Definitions
When used in this Section, the following terms shall have the meanings
indicated.
1. "Specified Performance Commitment" means the commitment by USWC
to meet the Performance Criteria for any Specified Activity
during the Specified Review Period.
2. "Specified Activity" means any of the following activities:
a) The installation by USWC of Unbundled Loops for Pac-West
("Unbundled Loop Installation");
b) USWC's provision of Interim Number Portability ("INP
Installation") to Pac-West;
c) The repair of USWC service provided to Pac-West ("Out of
Service Repairs"); or
d) The installation by USWC of interconnection trunks for the
mutual exchange of local exchange traffic with Pac-West ("LIS
Trunk Installation")
3. "Performance Criteria" means, with respect to a Specified Review
Period (i.e., a calendar month or quarter), the performance by
USWC for the specified activities for Pac-West will meet or
exceed the average performance by USWC for the total universe of
specified activities.
B. Failure to Meet the Performance Criteria. If during a Specified
Review Period, USWC fails to meet the performance criteria, USWC will
use its best efforts to meet the Performance Criteria for the next
Specified Review Period. If USWC fails to meet the performance
criteria for two 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
USWC's obligations under this Agreement.
C. Limitations. USWC's failure to meet or exceed and of the Performance
Criteria can not 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 USWC from
performing a Specified Activity, then such Specified
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Activity shall be excluded from the calculation of USWC's compliance
with the Performance Criteria.
D. Records. USWC 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. USWC shall provide to Pac-West such records in a self-
reporting format. The parties agree that such records shall be deemed
"Proprietary Information".
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XXXIII. IMPLEMENTATION SCHEDULE
Within 4 months from the date of final approval of this Agreement, the
Parties agree to make a good faith effort to complete each of the
following interconnection arrangements:
a) Two-way trunk groups, as listed in Section VI, Paragraph
G(2) herein, necessary for the mutual exchange of traffic.
b) E-911 Trunking and database access;
c) SS7 Interconnection and Certification;
d) Directory Listings Arrangements and Directory Assistance
Interconnection;
e) Access to Unbundled Loops in at least one wire center;
f) Completion of Physical Collocation arrangements in at least
one USWC wire center.
g) Completion of inter-carrier billing arrangements necessary
for the joint provision of switched access services and for
reciprocal traffic exchange.
The Parties have agreed to commence discussion of these and other
implementation issues by November 1, 1996 to facilitate the above
implementation schedule.
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XXXIV. MISCELLANEOUS TERMS
A. General Provisions
1) Each Party shall use its best efforts to comply with the Implementation
Schedule.
2) 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' network and to terminate the traffic it receives in that
standard format or the proper address on its network. Such facility
shall be designed based upon the description and forecasts provided
under this Agreement. 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.
3) Neither Party shall use any service related to or use any of the
services provided in this Agreement in any manner that interferes with
other persons in the use of their service, prevents other persons from
using their service, or otherwise impairs the quality of service to
other carriers or to either Party's 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, if practicable, at the earliest
practicable time.
4) Each Party is solely responsible for the services it provides to its
Customers and to other Telecommunications Carriers.
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.
B. Most Favored Nation Terms and Treatment
The parties agree that the provisions of Section 252(i) of the Act
shall apply, including state and federal interpretive regulations in
effect from time to time.
C. Letter of Authorization
Where so indicated in specific sections of this Agreement, Pac-West is
responsible to have a Letter of Authorization. Pac-West is solely
responsible to obtain authorization from its end user for the handling
of the disconnection of the end user's service with USWC, the
provision of service by Pac-West, and the provision of Unbundled Loops
and all other ancillary services. Should a dispute or discrepancy
arise regarding the authority of Pac-West to act on behalf of the end
user, Pac-West is responsible for providing written evidence of its
authority to USWC.
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D. Payment
1. Amounts payable under this Agreement are due and payable within
thirty (30) days after the date of invoice.
2. Unless otherwise specified, any amount due and not paid by the
due date stated above shall be subject to a late charge equal to
either i) 0.03 percent per day compounded daily for the number of
calendar days from the payment due date to and including, the
date of payment, that would result in an annual percentage rate
of 12% or ii) the highest lawful rate, whichever is less. If
late payment charges for services are not permitted by local
jurisdiction, this provision shall not apply.
E. Taxes
Each party purchasing services hereunder shall pay or otherwise
be responsible for all federal, state, or local sales, use, excise,
gross receipts, transaction or similar taxes, fees or surcharges
levied against or upon such purchasing Party (or the providing Party
when such providing Party is permitted to pass along to the purchasing
Party such taxes, fees or surcharges), except for any tax on either
Party's corporate existence, status or income. Whenever possible,
these amounts shall be billed as a separate item on the invoice. To
the extent a sale is claimed to be for resale tax exemption, the
purchasing Party shall furnish the providing Party a proper resale tax
exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption.
Failure to timely provide said resale tax exemption certificate will
result in no exemption being available to the purchasing Party.
F. Intellectual Property
1. Each Party hereby grants to the other Party the limited, personal
and nonexclusive right and license to use its patents, copyrights
and trade secrets but only to the extent necessary to implement
this Agreement or specifically required by the then applicable
federal and state rules and regulations relating to
interconnection and access to telecommunications facilities and
services, and for no other purposes. Nothing in this Agreement
shall be construed as the grant to the other Party of any rights
or licenses to trademarks.
2. The rights and licenses under Section F. 1. above are granted "AS
IS" and the other Party's exercise of any such right and license
shall be at the sole and exclusive risk of the other Party.
Neither Party shall have any obligation to defend, indemnify or
hold harmless, or acquire any license or right for the benefit
of, or owe any other obligation or have any liability to, the
other based on or arising from any claim, demand, or proceeding
(hereinafter "claim") by any third party alleging or asserting
that the use of any circuit, apparatus, or system, or the use of
any software, or the performance of any service or method, or the
provision of
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any facilities by either Party under this Agreement constitutes
infringement, or misuse or misappropriation of any patent,
copyright, trade secret, or any other proprietary or intellectual
property right of any third party.
3. Pac-West shall not, without the express written permission of
USWC, state or imply that; 1) Pac-West is connected, or in any
way affiliated with USWC or its affiliates, 2) Pac-West is part
of a joint business association or any similar arrangement with
USWC or its affiliates, 3) USWC and its affiliates are in any
way sponsoring, endorsing or certifying Pac-West and its goods
and services, or 4) with respect to Pac-West advertising or
promotional activities or materials, that the resold goods and
services are in any way associated with or originated from USWC
or any of its affiliates. Nothing in this paragraph shall
prevent Pac-West from truthfully describing the network elements
it uses to provide service to its customers.
G. Severability
The Parties recognize that the FCC is promulgating rules addressing
issues contained in this Agreement. In the event that any one or more
of the provisions contained herein shall for any reason be held to be
unenforceable in any respect under law or regulation, the parties will
negotiate in good faith for replacement language. If replacement
language cannot be agreed upon, either party may seek regulatory
intervention, including negotiations pursuant to Sections 251 and 252
of the Act.
H. Responsibility for Environmental Contamination.
Neither Party shall be liable to the other for any costs whatsoever
resulting from the presence or Release of any Environmental Hazard
that either Party did not introduce to the affected Work Location.
Both Parties shall defend and hold harmless the other, its officers,
directors and employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from (i) any
Environmental Hazard that the indemnifying party, its contractors or
agents introduce to the Work Locations or (ii) the presence or Release
of any Environmental Hazard for which the indemnifying party is
responsible under Applicable Law.
I. Responsibility of Each Party
Each Party is an independent contractor, and has and hereby retains
the right to exercise full control of and supervision over its own
performance of its obligations under this Agreement and retains full
control over the employment, direction, compensation and discharge of
all employees assisting in the performance of such obligations. Each
Party will be solely responsible for all matters relating to payment
of such employees, including compliance with social security taxes,
withholding taxes and all other regulations governing such
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matters. Each Party will be solely responsible for proper handling,
storage, transport and disposal at its own expense of all (i)
substances or materials that it or its contractors or agents bring to,
create or assume control over at work locations or, (ii) waste
resulting therefrom or otherwise generated in connection with its or
its contractors' or agents' activities at the work locations. Subject
to the limitations on liability and except as otherwise provided in
this Agreement, each Party shall be responsible for (i) its own acts
and performance of all obligations imposed by applicable law in
connection with its activities, legal status and property, real or
personal and, (ii) the acts of its own affiliates, employees, agents
and contractors during the performance of that Party's obligations
hereunder.
J. Referenced Documents
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, USWC practice, any publication of
telecommunications industry administrative or technical standards, or
any other document specifically incorporated into this agreement, it
will be deemed to be a reference to the most recent version or edition
(including any amendments, supplements, addenda, or successors) or
such document that is in effect, and will include the most recent
version or edition (including any amendments, supplements, addenda, or
successors) or each document incorporated by reference in such a
technical reference, technical publication, Pac-West practice, USWC
practice, or publication of industry standards (unless Pac-West elects
otherwise). Should there by any inconsistency between or among
publications or standards, Pac-West shall elect which requirement
shall apply.
K. Publicity and Advertising
Neither party shall publish or use any advertising, sales promotions
or other publicity materials that use the other party's logo,
trademarks or service marks without the prior written approval of the
other party.
L. Executed in Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original; but such counterparts shall
together constitute one and the same instrument.
M. Headings of No Force or Effect
The headings of Articles and Sections of this Agreement are for
convenience of reference only, and shall in no way define, modify or
restrict the meaning or interpretation of the terms or provisions of
this Agreement.
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N. Entire Agreement
This Agreement constitutes the entire agreement between the Parties
and supersedes all prior oral or written agreements, representations,
statements, negotiations, understandings, proposals and undertakings
with respect to the subject matter hereof.
O. Joint Work Product.
This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be
fairly interpreted in accordance with its terms and, in the event of
any ambiguities, no inferences shall be drawn against either Party.
P. Disclaimer of Agency
Except for provisions herein expressly authorizing a Party to act for
another, nothing in this Agreement shall constitute a Party as a legal
representative or agent of the other Party, nor shall a Party have the
right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or
on behalf of the other Party unless otherwise expressly permitted by
such other Party Except as otherwise expressly provided in this
Agreement, no Party undertakes to perform any obligation of the other
Party whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's business.
Q. Survival
The Parties' obligations under this Agreement which by their nature
are intended to continue beyond the termination or expiration of this
Agreement shall survive the termination or expiration of this
Agreement.
R. Effective Date
This Agreement shall become effective pursuant to Sections 251 and 252
of the Act.
S. Amendment of Agreement
Pac-West and USWC may mutually agree to amend this Agreement in
writing. Since it is possible that amendments to this Agreement may
be needed to fully satisfy the purposes and objectives of this
Agreement, the Parties agree to work cooperatively, promptly and in
good faith to negotiate and implement any such additions, changes and
corrections to this Agreement.
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T. Indemnity
1. Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors,
employees and agents (each an "Indemnitee") from and against and
in respect of any loss, debt, liability, damage, obligation,
claim, demand, judgment or settlement of any nature or kind,
known or unknown, liquidated or unliquidated including, but not
limited to, costs and attorneys' fees, whether suffered, made,
instituted, or asserted by any other party or person, for
invasion of privacy, personal injury to or death of any person or
persons, or for loss, damage to, or destruction of property,
whether or not owned by others, resulting from the indemnifying
Party's performance, breach of Applicable Law, or status of its
employees, agents and subcontractors; or for failure to perform
under this Agreement, regardless of the form of action.
2. The indemnification provided herein shall be conditioned upon:
a. The indemnified Party shall promptly notify the indemnifying
Party of any action taken against the indemnified Party
relating to the indemnification. 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.
b. The indemnifying Party shall have sole authority to defend
any such action, including the selection of legal counsel,
and the indemnified Party may engage separate legal counsel
only at its sole cost and expense.
c. In no event shall the indemnifying Party settle or consent
to any judgment pertaining to any such action without the
prior written consent of the indemnified Party.
U. Limitation of Liability
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.
2) Except for Losses alleged or made by a Customer of either Party,
in the case of any Loss arising from the negligence or willful
misconduct of both Parties, each Party shall bear, and its
obligations under this Section shall be limited to, that portion
(as mutually agreed to by the Parties) of the resulting expense
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caused by its (including that of its agents, servants, contractors
or others acting in aid or concert with it) negligence or willful
misconduct.
3) 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.
4) 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 nor shall anything contained in this section limit the
Parties' indemnification obligations, as specified below.
V. Term of Agreement
This Agreement shall be effective upon Commission Approval and shall
expire on February 2, 2000, and thereafter the Agreement shall
continue in force and effect unless and until a new agreement,
addressing all of the terms of this Agreement, becomes effective
between the Parties. The Parties agree to commence negotiations on a
new agreement no later than two years after this Agreement becomes
effective.
W. Controlling Law
This Agreement was negotiated by the Parties in accordance with the
terms of the Act and the laws of the state where service is provided
hereunder. It shall be interpreted solely in accordance with the
terms of the Act and the applicable state law in the state where the
service is provided.
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X. Cancellation Charges
Except as provided pursuant to a Network Element Network
Interconnection and Unbundled Element Request, or as otherwise
provided in any applicable tariff or contract referenced herein, no
cancellation charges shall apply.
Y. Regulatory Approval
The Parties understand and agree that this Agreement will be filed
with the Commission and may thereafter be filed with the FCC. In the
event the Commission rejects any portion of this Agreement, the
parties agree to meet and negotiate in good faith to arrive at a
mutually acceptable modification to the rejected portion.
Z. Compliance
Each party shall comply with all applicable federal, state, and local
laws, rules and regulations applicable to its performance under this
Agreement.
AA. Compliance with the Communications Law Enforcement Act of 1994
("CALEA")
Each Party represents and warrants that any equipment, facilities or
services provided to the other Party under this Agreement comply with
CALEA. Each party shall indemnify and hold the other Party harmless
from any and all penalties imposed upon the other Party for such
noncompliance and shall at the non-compliant Party's sole cost and
expense, modify or replace any equipment, facilities or services
provided to the other Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
BB. Independent Contractor
Each party shall perform services hereunder as an independent
contractor and nothing herein shall be construed as creating any other
relationship between the Parties. Each party and each Party's
contractor shall be solely responsible for the withholding or payment
of all applicable federal, state and local income taxes, social
security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations
imposed by applicable state unemployment or workers' compensation
acts. Each party has sole authority and responsibility to hire, fire
and otherwise control its employees.
CC. Force Majeure
Neither party shall be liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its control and
without its fault or negligence including, without limitation, acts of
nature, acts of civil or military authority, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, work
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stoppages, equipment failure, power blackouts, volcanic action, other
major environmental disturbances, unusually sever weather conditions,
inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation
carriers (collectively, a "Force Majeure Event") In the event of a
labor dispute or strike the Parties agree to provide service to each
other at a level equivalent to the level they provide themselves.
DD. Dispute Resolution
The Parties agree, in good faith, to attempt to resolve any claim,
controversy or dispute between the Parties, their agents, employees,
officers, directors or affiliated agents ("Dispute") through
negotiation or non-binding arbitration. This paragraph shall not be
construed to waive the Parties' rights to seek legal or regulatory
intervention as provided by state or federal law.
EE. Commission Decision
This Agreement shall at all times be subject to such review by the
Commission or FCC as permitted by the Act. If any such review renders
the Agreement inoperable or creates any ambiguity or requirement for
further amendment to the Agreement, the Parties will negotiate in good
faith to agree upon any necessary amendments to the Agreement.
FF. Nondisclosure
1. All information, including but not limited to specifications,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings,
sketches, models, samples, tools, technical information, data,
employee records, maps, financial reports, and market data, (i)
furnished by one Party to the other Party dealing with customer
specific, facility specific, or usage specific information, other
than customer information communicated for the purpose of
publication of directory database inclusion, or (ii) in written,
graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary", or (iii)
communicated orally and declared to the receiving Party at the time
of delivery, or by written notice given to the receiving Party
within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary
Information"), shall remain the property of the disclosing Party. 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.
2. Upon request by the disclosing Party, the receiving Party shall
return all tangible copies of Proprietary Information, whether
written, graphic or
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otherwise, except that the receiving Party may retain one copy for
archival purposes.
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.
4. Unless otherwise agreed, the obligations of confidentiality and
non-use set forth in this Agreement do not apply to such
Proprietary Information as:
a. was at the time of receipt already known to the receiving
Party free of any obligation to keep it confidential evidenced
by written records prepared prior to delivery by the
disclosing Party; or
b. is or becomes publicly known through no wrongful act of the
receiving Party; or
c. is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the
disclosing Party with respect to such information; or
d. is independently developed by an employee, agent, or
contractor of the receiving Party which individual is not
involved in any manner with the provision of services pursuant
to the Agreement and does not have any direct or indirect
access to the Proprietary Information; or
e. is disclosed to a third person by the disclosing Party without
similar restrictions on such third person's rights; or
f. is approved for release by written authorization of the
disclosing Party; or
g. is required to be made public by the receiving Party pursuant
to applicable law or regulation provided that the receiving
Party shall give sufficient notice of the requirement to the
disclosing Party to enable the disclosing Party to seek
protective orders.
5. Effective Date Of This Section. Notwithstanding any other provision
of this Agreement, the Proprietary Information provisions of this
Agreement shall apply to all information furnished by either Party
to the other in furtherance of the purpose of this Agreement, even
if furnished before the date of this Agreement.
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GG. Notices
Any notices required by or concerning this Agreement shall be sent to the
Parties at the addresses shown below:
To USWC:
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
Pac-West:
John Sumpter
V.P. Regulatory
4210 Coronado Ave.
Stockton, Ca. 95204
Phone: 209-926-3136
Fax: 209-926-4585
Each Party shall inform the other of any changes in the above addresses.
HH. Assignment
Neither Party may assign or transfer (whether by operation of law or
otherwise) this Agreement (or any rights or obligations hereunder) to
a third party without the prior written consent of the other Party
provided that each Party may assign this Agreement to a corporate
affiliate or an entity under its common control or an entity acquiring
all or substantially all of its assets or equity by providing prior
written notice to the other Party of such assignment or transfer. Any
attempted assignment or transfer that is not permitted is void ab
--
initio. Without limiting the generality of the foregoing, this
-------
Agreement shall be binding upon and shall inure to the benefit of the
Parties' respective successors and assigns.
II. Warranties
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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JJ. Default
If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and
such default or violation shall continue for thirty (30) days after
written notice thereof, the other Party may seek legal and/or
regulatory relief. The failure of either Party to enforce any of the
provisions of this Agreement or the waiver thereof in any instance
shall not be construed as a general waiver or relinquishment on its
part of any such provision, but the same shall, nevertheless, be and
remain in full force and effect.
KK. No Third Party Beneficiaries
Except as may be specifically set forth in this Agreement, this
Agreement does not provide and shall not be construed to provide third
parties with any remedy, claim, liability, reimbursement, cause of
action, or other privilege.
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/ [ILLEGIBLE]^^
- --------------------------- ________________________________
Signature Signature
/s/ [IILEGIBLE]^^
- --------------------------- ________________________________
Name Printed/Typed Name Printed/Typed
V.P. Regulatory
- --------------------------- ________________________________
Title Title
1/13/00
- --------------------------- ________________________________
Date Date
. Signed as ordered by the Arbitrator/Commission in Docket ARB 1. Signature
does not indicate agreement with all aspects of the Arbitrator's/Commission's
decision, nor does it waive any of either party's rights to seek judicial or
administrative review of all or part of the agreement, or to reform the
agreement as the result of successful judicial or administrative review.
* This Agreement is made pursuant to Section 252 (i) of the Act and is premised
upon the Interconnection Agreement between MFS Intelenet, Inc. and U S WEST
Communications, Inc.
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(the "Underlying Agreement"). The Underlying Agreement was approved by the
Commission on August 21, 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.
iii) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty
in the aftermath of the Supreme Court's decision in AT&T Corp, et al. v. Iowa
Utilities Board. Based on that uncertainty, and the regulatory and judicial
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings, although the pricing does reflect the
Commission's most current generic order, if any. Accordingly, when a final,
decision or decisions are made in the Proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement. In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes.
iv) Subsequent to the execution of this Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or 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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APPENDIX A
U S WEST AND Pac-West INTERCONNECTION RATES
OREGON
The prices and discounts in this contract are interim and will be replaced with
final prices and discounts approved by order of the Public Utility Commission
of Oregon.
- ---------------------------------
INTERCONNECTION - LOCAL EXCHANGE
- ---------------------------------
<TABLE>
<S> <C>
-----------------------------------
Local Call Termination Imposed Price (Note 2)
-----------------------------------
End Office - Per Minute of Use $ 0.005000
Tandem Switch - Per Minute of Use (Note 1) $ 0.008881
(includes End Office Call Termination and
Tandem Transport)
</TABLE>
Note 1: The above local tandem call termination rate includes tandem
transmission, based on an assumed transport mileage of 10 miles. Should the
average tandem transmission mileage experienced by the Parties exceed 10 miles,
the Parties agree to adjust the tandem call termination rate based on the tandem
transmission rates set forth below.
Note 2: Pending OPUC approval of unbundled element rates compliant with UM 773,
Order No. 96-284.
<TABLE>
<CAPTION>
--------------- ----------------
Agreed Price Agreed Price
Entrance Facility Recurring Nonrecurring
--------------- ----------------
<S> <C> <C>
DS1, Electrical $ 97.53 $ 555.28
DS3, Electrical $ 387.58 $ 658.69
--------------- ----------------
Agreed Price Agreed Price
Direct Trunked Transport Fixed Per Mile
--------------- ----------------
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $ 39.64 $ 0.74
DS1 - Over 8 to 25 $ 39.65 $ 1.67
DS1 - Over 25 to 50 $ 39.65 $ 1.62
DS1 - Over 50 $ 39.66 $ 2.37
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $ 267.96 $ 14.11
DS3 - Over 8 to 25 $ 275.31 $ 22.30
DS3 - Over 25 to 50 $ 274.37 $ 23.61
DS3 - Over 50 $ 277.63 $ 31.50
--------------- ----------------
Agreed Price Agreed Price
Multiplexing, per arrangement Recurring Nonrecurring
--------------- ----------------
DS3 to DS1 $ 213.12 $ 412.04
-------------------------
Local Tansit Traffic Rate Agreed Price
-------------------------
Tandem Switching, per MOU $ 0.001811
--------------- ----------------
Agreed Price Agreed Price
Tandem Transmission Fixed Per Mile
--------------- ----------------
0 Mile None None
Over 0 - 8 Miles $0.000392 $0.000006
</TABLE>
Page 96
<PAGE>
<TABLE>
<S> <C> <C>
Over 8 - 25 Miles $0.000390 $0.000008
Over 25 - 50 Miles $0.000392 $0.000009
Over 50 Miles $0.000391 $0.000016
- ----------------------------------------------------------------------------------
INTERCONNECTION - EXCHANGE ACCESS Agreed Price
- ----------------------------------------------------------------------------------
Call Termination, Transport, and Transit Per Switched Access Tariff
- -------------------------------------------
COMMON CHANNEL SIGNALLING ACCESS SERVICE
- -------------------------------------------
--------------- ----------------
Agreed Price Agreed Price
Entrance Facility Recurring Nonrecurring
--------------- ----------------
DS1 $ 97.53 $ 555.28
DS3 $ 387.58 $ 658.69
--------------- ----------------
Agreed Price Agreed Price
Direct Link Transport Fixed Per Mile
--------------- ----------------
DS0 - 0 Miles None None
DS0 - Over 0 to 8 $ 20.37 $ 0.08
DS0 - Over 8 to 25 $ 20.37 $ 0.12
DS0 - Over 25 to 50 $ 20.37 $ 0.10
DS0 - Over 50 $ 20.37 $ 0.13
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $ 39.64 $ 0.74
DS1 - Over 8 to 25 $ 39.65 $ 1.67
DS1 - Over 25 to 50 $ 39.65 $ 1.62
DS1 - Over 50 $ 39.66 $ 2.37
--------------- ----------------
Agreed Price Agreed Price
Direct Link Transport Fixed Per Mile
--------------- ----------------
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $ 267.96 $ 14.11
DS3 - Over 8 to 25 $ 275.31 $ 22.30
DS3 - Over 25 to 50 $ 274.37 $ 23.61
DS3 - Over 50 $ 277.63 $ 31.50
--------------- ----------------
Agreed Price Agreed Price
Recurring Nonrecurring
--------------- ----------------
CCS Link - First Link None $ 496.93
CCS Link -- Each additional Link None $ 71.29
STP Port - Per Port $ 208.57 None
Multiplexing
DS1 to DS0 $ 216.67 None
DS3 to DS1 $ 213.12 None
</TABLE>
Page 97
<PAGE>
<TABLE>
<CAPTION>
<S>
- --------------------------------- <C> <C>
PHYSICAL AND VIRTUAL COLLOCATION
- ---------------------------------
-----------------------------------
Imposed Price
-----------------------------------
Common Elements Recurring Nonrecurring
-----------------------------------
Quote Preparation Fee None $1,500.00
Entrance Facility - Per cable $ 2.22 $1,287.41
2-wire DS0 EICT See Note 4 See Notes 3 and 4
4-wire DS0 EICT See Note 4 See Notes 3 and 4
DS1 EICT See Note 4 See Note 4
DS3 EICT See Note 4 See Note 4
DS1 EICT - regeneration (Note 5) See Note 4
DS3 EICT - regeneration (Note 5) See Note 4
-----------------------------------
Agreed Price Agreed Price
Cable Splicing Recurring Nonrecurring
-----------------------------------
Per setup None $ 102.01
Per Fiber Spliced None $ 12.75
48 Volt Power, per ampere, per month $ 14.24 None
48 Volt Power Cable
20 Ampere Capacity - Recurring $ 0.16 $ 67.32
40 Ampere Capacity - Recurring $ 0.21 $ 91.29
60 Ampere Capacity - Recurring $ 0.24 $ 102.82
Equipment Bay, Per Shelf $ 8.13 None
-----------------------------------
Agreed Price Agreed Price
Regular Hours After Hours
-----------------------------------
Inspector per 1/2 Hour $ 28.19 $ 36.62
Training per 1/2 Hour $ 24.97 None
Engineering per 1/2 Hour $ 24.35 $ 32.58
Installation per 1/2 Hour $ 28.19 $ 36.62
Maintenance per 1/2 Hour $ 24.97 $ 33.21
-----------------------------------
Agreed Price Agreed Price
Physical Collocation (Note 6) Recurring Nonrecurring
-----------------------------------
Cage/Hard Wall Enclosure ICB ICB
Rent (w/ Maintenance) - per square foot - Zone 1 $ 2.75 None
Rent (w/ Maintenance) - per square foot - Zone 2 $ 2.26 None
Rent (w/ Maintenance) - per square foot - Zone 3 $ 2.06 None
</TABLE>
Note 3: DS0 EICT NRC not to apply to unbundled loops where a separate
unbundled loop NRC applies.
Page 98
<PAGE>
Note 4: The Commission adopted the unbundled network element prices set forth
in UM 351, Order Nos. 96-188, 96-283, and 97-071. If UM 351 does not designate
all necessary elements, the parties should rely on the provisions of USWC's
earlier effective interstate tariff, Tariff F.C.C. No. 5, Section 21, EIC
service, as it existed prior to the withdrawal of provisions related to
physical collocation pursuant to Transmittals Nos. 744 and 759.
Note 5: If required. No NRC applies to regeneration ordered concurrently with
an associated EICT element.
Note 6: Zones per NECA-4 Tariff
<TABLE>
<CAPTION>
<S> <C>
- --------------------
ANCILLARY SERVICES
- --------------------
-----------------------------------
Agreed Price
-----------------------------------
Directory Assistance
Price per Call -- Facilities-Based $ 0.34
Providers
Listings
Primary Listings, Directory Assistance, No Charge
White Pages
E911
LEC and AECs recover costs from PSAP No Charge
-----------------------------------
Agreed Cost
Interim Number Portability Recurring
-----------------------------------
Without Transport
Per Number Ported - First Path $ 4.35
Per Number Ported - Additional Path $ 3.30
With Transport
Per Number Ported - First Path $ 9.17
Per Number Ported - Additional Path $ 8.12
-----------------------------------
Agreed Cost
Additional Charges Nonrecurring
-----------------------------------
Service Establishment, per switch, per $ 43.14
route
Service Establishment - additional number ported or changes
to existing numbers, per number $ 9.35
ported
Additional and Consecutive Numbers -- additional number
ported on same account name and consecutive numbers,
per number ported $ 6.94
-----------------------------------
Assignment of Numbers Agreed Price
-----------------------------------
Assignments per industry guidelines No Charge
Busy Line Verification
Per Call $ 0.72
</TABLE>
Page 99
<PAGE>
<TABLE>
<S> <C>
Busy Line Interrupt
Per Call $ 0.87
-----------------------------------
Imposed Price
-----------------------------------
Recurring Nonrecurring
-----------------------------------
Unbundled Loops (Note 7)
State-wide price, no deaveraging $ 16.00
(Does not include NAC Connection, a/k/a
EICT
Without testing, first loop per service order $ 94.83
With Basic Testing, first loop per service order $ 151.50
With Basic Testing at Designated Time, first loop per $ 202.85
service order
Without testing, additional loop per service order,
same central office $ 20.00
With Basic Testing, additional loop per service order, $ 30.00
same central office
With Basic Testing at Designated Time, additional loop $ 30.00
per service order, same central office
</TABLE>
Page 100
<PAGE>
APPENDIX A
IMPOSED RESALE
WHOLESALE RATES
OREGON
U S WEST need not make the following services available for Resale:
Enhanced services including Voice Mail
U S WEST shall make the following services available for Resale:
All telecommunications services.
U S WEST shall make the following services available for Resale without
additional "Wholesale" discount:
Switched Access Tariff
Special Access Tariff
Residence Exchange Tariff
U S WEST shall make the following services available for Resale at an 18.80%
"Wholesale" cost discount (i.e. Wholesale price is 81.2% of Retail price, where
Retail is the offered tariff or contract price):
All services not included in the immediately preceding list of
services to be resold at zero discount.
All contract arrangements, including services whose tariff
prices do not otherwise qualify for Wholesale discounts.
U S WEST shall make the following services available for Resale at an 9.40%
"Wholesale" avoided cost discount (i.e. Wholesale price is 90.6% of Retail
price, where Retail is the offered tariff or contract price):
All services and contract arrangements already subject to
volume or term discounts.
Page 101
<PAGE>
APPENDIX A
RESALE
NONRECURRING CHARGES
OREGON
- ----------------------------------------------------------
Description Imposed Price
- ----------------------------------------------------------
Customer Transfer Charge
Business, per end user $56.60
Residence, per end user $54.13
ISDN, per end user $57.15
Page 102
<PAGE>
APPENDIX B
ENGINEERING REQUIREMENTS
TRUNK FORECAST FORMS
INTERCONNECTION CHECKLIST
MEET POINT
DATE OF MEETING:
Interconnector Information
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
City, State, Zip:
- --------------------------------------------------------------------------------
Technical Contact Person:
- --------------------------------------------------------------------------------
Technical Contact Person Telephone #:
- --------------------------------------------------------------------------------
USWC Negotiator:
- --------------------------------------------------------------------------------
USWC Negotiator Telephone #:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Desired U S WEST Central office
- --------------------------------------------------------------------------------
CLLI:
- --------------------------------------------------------------------------------
Central Office address:
- --------------------------------------------------------------------------------
City, State:
- --------------------------------------------------------------------------------
Meet Point Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Equipment
<S> <C> <C>
- --------------------------------------------------------------------------------
Manufacture/ model# Quantity
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Cable Makup
- --------------------------------------------------------------------------------
Number of cables:
- --------------------------------------------------------------------------------
Number of fibers per cable:
- --------------------------------------------------------------------------------
Distance from USW to Meet Point
- --------------------------------------------------------------------------------
Distance from AT&T to Meet Point
- --------------------------------------------------------------------------------
</TABLE>
Service Requirements
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year 1 Year 2 Year 3
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
DS3
- --------------------------------------------------------------------------------
DS1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Remarks:
Please attach a sketch of the requested meet point arrangement:
Page 1
<PAGE>
Appendix B -- PAGE 2
INTERCONNECTION CHECKLIST
ADDITIONAL TRUNKING
Interconnector Information
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
City, State, Zip:
- --------------------------------------------------------------------------------
Technical Contact Person:
- --------------------------------------------------------------------------------
Technical Contact Person Telephone #:
- --------------------------------------------------------------------------------
USWC Negotiator:
- --------------------------------------------------------------------------------
USWC Negotiator Telephone #:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Desired Central office (TANDEM)
- --------------------------------------------------------------------------------
CLLI:
- --------------------------------------------------------------------------------
Central Office address:
- --------------------------------------------------------------------------------
City, State:
- --------------------------------------------------------------------------------
Meet Point Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Service Requirements
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year 1 Year 2 Year 3
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
USW End Office:
- --------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
- --------------------------------------------------------------------------------
- Number Portability:
- --------------------------------------------------------------------------------
Arrangements
- --------------------------------------------------------------------------------
Call paths per # ported
- --------------------------------------------------------------------------------
USW End Office:
- --------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
- --------------------------------------------------------------------------------
- Number Portability:
- --------------------------------------------------------------------------------
Arrangements
- --------------------------------------------------------------------------------
Call paths per # ported
- --------------------------------------------------------------------------------
USW End Office:
- --------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
- --------------------------------------------------------------------------------
- Number Portability:
- --------------------------------------------------------------------------------
Arrangements
- --------------------------------------------------------------------------------
Call paths per # ported
- --------------------------------------------------------------------------------
USW End Office:
- --------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
- --------------------------------------------------------------------------------
- Number Portability:
- --------------------------------------------------------------------------------
Arrangements
- --------------------------------------------------------------------------------
Call paths per # ported
- --------------------------------------------------------------------------------
</TABLE>
Remarks:
Please attach a sketch of the agreed upon meet point arrangement
Page 2
<PAGE>
Appendix C
PHYSICAL COLLOCATION AGREEMENT
BETWEEN
US WEST COMMUNICATIONS
AND
PAC-WEST TELECOMM, INC.
Page 1
<PAGE>
TABLE OF ARTICLES
<TABLE>
<S> <C>
ARTICLE I - PREMISES................................................ - 1 -
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL.................. - 2 -
ARTICLE III - TERM.................................................. - 4 -
ARTICLE IV - PREMISES CHARGES....................................... - 4 -
ARTICLE V - INTERCONNECTION CHARGES................................. - 8 -
ARTICLE VI - DEMARCATION POINT...................................... - 8 -
ARTICLE VII - USE OF PREMISES....................................... - 8 -
ARTICLE VIII - STANDARDS............................................ - 10 -
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND US WEST..... - 11 -
ARTICLE X - QUIET ENJOYMENT......................................... - 14 -
ARTICLE XI - ASSIGNMENT............................................. - 14 -
ARTICLE XII - CASUALTY LOSS......................................... - 14 -
ARTICLE XIII - LIMITATION OF LIABILITY.............................. - 16 -
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES....... - 17 -
ARTICLE XV - DISPUTE RESOLUTION..................................... - 17 -
ARTICLE XVI - SUCCESSORS BOUND...................................... - 17 -
ARTICLE XVII - CONFLICT OF INTEREST................................. - 18 -
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES.............................. - 18 -
ARTICLE XIX - NOTICES............................................... - 18 -
ARTICLE XX - COMPLIANCE WITH LAWS................................... - 19 -
</TABLE>
Page 2
<PAGE>
<TABLE>
<S> <C>
ARTICLE XXI - INSURANCE............................................. - 19 -
ARTICLE XXII - US WEST'S RIGHT OF ACCESS............................ - 20 -
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS........................ - 21 -
ARTICLE XXIV - MISCELLANEOUS........................................ - 21 -
</TABLE>
Page 3
<PAGE>
PHYSICAL COLLOCATION AGREEMENT
THIS PHYSICAL COLLOCATION AGREEMENT ("Agreement") is made by and between US
WEST COMMUNICATIONS, INC. a Colorado corporation ("USWC"), and PAC-WEST
TELECOMM, INC., its successors and assigns ("Interconnector").
WITNESSETH
WHEREAS, USWC is an incumbent local exchange carrier having a statutory duty
to provide for "physical collocation" of "equipment necessary for
interconnection or access to unbundled network elements at its Premises, U.S.C.
251(c)(6); and
WHEREAS, the Interconnector wishes to physically locate certain of its
equipment within the Premises (as defined herein) and connect with USWC; and
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, USWC and the Interconnector (the
"parties") agree as follows:
ARTICLE I - PREMISES
1.1 Right to Use. Subject to this Agreement, USWC grants to Interconnector
------------
the right to use the premises described on Exhibit C ("Premises"), attached and
incorporated herein, within real property at ___________________ in the City of
_________________, County of ___________________, State of _______________.
1.2 Relocation. Notwithstanding Section 1.1, in the event that it is
----------
necessary for the Premises to be moved within the structure in which the
Premises is located ("Physical Collocation Site") or to another USWC Physical
Collocation Site, at the Interconnector's option, the Interconnector shall move
its facilities to the new Premises. The Interconnector shall be responsible for
the preparation of the new Premises if such relocation arises from circumstances
beyond the reasonable control of USWC, including condemnation or government
order or regulation that makes the continued occupancy of the Premises or
Physical Collocation Site impossible. Otherwise USWC shall be responsible for
any such preparation and shall bear all costs associated with the relocation.
If the Interconnector requests that the Premises be moved within the Physical
Collocation Site or to another USWC Physical Collocation Site, USWC shall permit
the Interconnector to relocate the Premises, subject to availability of space
and associated requirements. The Interconnector shall be responsible for all
applicable charges associated with the move, including the reinstallation of its
equipment and facilities and the preparation of the new Premises.
In either such event, the new Premises shall be deemed the "Premises"
hereunder and the new Physical Collocation Site (where applicable) the "Physical
Collocation Site."
<PAGE>
1.3 The Premises. USWC agrees, at the Interconnector's sole cost and expense
------------
as set forth herein, to prepare the Premises in accordance with working drawings
and specifications entitled _____________________ and date _______________,
which documents, marked Exhibit C, are attached and incorporated herein. The
preparation shall be arranged by USWC in compliance with all applicable codes,
ordinances, resolutions, regulations and laws. In return for the
Interconnector's agreement to make the payments required by Section 2.1 hereof,
USWC agrees to pursue diligently the preparation of the Premises for use by the
Interconnector.
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL
2.1 Submission to State Commission. The Agreement is prepared as a component
------------------------------
of the Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, between USWC and Pac-West Communications
Company, Inc. ("Interconnection Agreement"), and the parties intend to submit
the Agreement and other elements of the Interconnection Agreement to state
commissions for approval under the provisions of 47 U.S.C. (S) 252. This
Agreement is conditioned upon the approval of this Agreement and the
Interconnection Agreement. After execution of this Agreement, the parties shall
submit it and the applicable Interconnection Agreement to the State commission
in the State in which the Premises is located for approval, and shall defend the
Agreement and support any reasonable effort to have this Agreement so approved,
including the supplying of witnesses and testimony if a hearing is held.
2.2 Failure to Receive Approval. If this Agreement does not receive such
---------------------------
unqualified approval, this Agreement shall be void upon written notice of either
party to the other after such regulatory action becomes final and unappealable.
Thereafter Interconnector may request to begin negotiations again under 47
U.S.C. 251. Alternatively, the parties may both agree to modify this Agreement
to receive such approval, but neither shall be required to agree to any
modification. Any agreement to modify shall not waive the right of either party
to pursue any appeal of the ruling made by any reviewing regulatory commission
or to seek arbitration of any of the terms of this Agreement or any of the terms
of the Interconnection Agreement.
2.3 Preparation Prior to Regulatory Approval. At the written election of the
----------------------------------------
Interconnector, USWC shall begin preparing the Premises for the Interconnector
prior to receiving the approval required by Section 2.1 hereof. Except as
specified in the Interconnection Agreement, the evidence of such election shall
be the delivery to USWC of a letter requesting that USWC begin preparations,
payment of 50 percent of the non-recurring charge for preparing the Premises for
use by Pac-West, and the promise of Pac-West to pay the balance of the non-
recurring charges as provided in this Agreement. Payment to USWC of the
remaining non-recurring charges due under this Agreement shall be due one month
after the Interconnector's equipment is installed at the Premises,
interconnected with USWC and operational as described in Section 3.2 below.
Upon such an election, this Agreement shall become effective but only insofar as
to be applicable to Premises preparation. If the Agreement does not become
fully effective as contemplated by this Article due in any part to USWC not
fulfilling its obligation under 2.1 preceding, the Interconnector shall be
entitled to a refund of all payments made to USWC for preparation.
<PAGE>
ARTICLE III - TERM
3.1 Commencement Date. This Agreement shall be a term agreement, beginning
-----------------
on the "Commencement Date" and ending on a date five years afterwards. The
"Commencement Date" shall be the first day after the Interconnector's equipment
becomes operational as described in Section 3.2. At the end of the term and
unless the parties agree to an extension or a superseding arrangement, this
Agreement shall automatically convert to a month-to-month Agreement.
3.2 Occupancy. Unless there are unusual circumstances, USWC will notify the
---------
Interconnector that the Premises is ready for occupancy within five (5) days
after USWC completes preparations described in Section 2.3 The Interconnector
must place operational telecommunications equipment in the Premises and connect
with USWC's network within one hundred fifty (150) days after receipt of such
notice; provided, however, that such one hundred fifty day period shall not
begin until regulatory approval is obtained under Article II and, further, that
USWC may extend beyond the one hundred fifty days upon a demonstration by the
Interconnector of a best efforts to meet that deadline and circumstances beyond
its reasonable control that prevented the Interconnector from meeting that
deadline. If the Interconnector fails to do so, this Agreement is terminated on
the thirtieth (30/th/) day after USWC provides to the Interconnector written
notice of such failure and the Interconnector does not place operational
telecommunications equipment in the Premises and connect with USWC's network by
such thirtieth day. In any such event, the Interconnector shall be liable in an
amount equal to the unpaid balance of the preparation charges due. For purposes
of this Section, the Interconnector's telecommunications equipment is considered
to be operational and interconnected when connected to USWC's network for the
purpose of providing service.
ARTICLE IV - PREMISES CHARGES
4.1 Monthly Charges. Beginning on the Commencement Date, Interconnector
---------------
shall pay to USWC monthly fees as specified in Exhibit A.
4.2 Billing. Billing for Monthly Charges shall occur on or about the 25th
-------
day of each month, with payment due thirty (30) days from the bill date. USWC
may change its billing date practices upon providing ninety (90) days written
notice to the Interconnector. Each USWC bill must identify the Premises
location by CLLI and/or address and must separately identify any non-contiguous
Premises within the Physical Collocation Site. Further, USWC must specify
separately for each Premises CLLI and/or address and for any non-contiguous
Premises each rate element individually along with the quantity purchased by the
Interconnector at that (those) Premises and the individual rate charged for each
element along with the dates for which such charges apply. USWC shall promptly
adjust Interconnector's account in each instance of misbilling identified and
demonstrated by the Interconnector.
4.3 Nonrecurring Charges.
--------------------
(a) The one-time charge for preparing the Premises for use by the
Interconnector as well as all other one-time charges associated with
the Interconnector's request shall be exactly as stated in Exhibit B.
<PAGE>
(b) USWC will contract for and perform the procurement, construction and
preparation activities underlying the Monthly Fees and Nonrecurring
Charges, using the same or consistent practices that are used by USWC
for other construction and preparation work performed in the Physical
Collocation Site and shall make every possible effort to obtain all
necessary approvals and permits, where applicable, promptly. USWC
will obtain more than one trade subcontractor submission to the
extent available when the initial trade subcontractor bid, proposal
or quotation associated with an ICB pursuant to Exhibit B exceeds
ten-thousand dollars ($10,000.00). It is understood and agreed that
any such request for additional subcontractor submissions will likely
add to the time necessary to provide physical collocation and, for
that reason, Interconnector reserves the right to authorize USWC to
forgo such additional bids but will only do so in writing. USWC will
permit the Interconnector to inspect all supporting documents for the
Monthly Fees and Nonrecurring Charges. Any dispute regarding such
USWC charges will be subject to the dispute resolution provisions
hereof. Notwithstanding the above, the Interconnector may directly
contract with any supplier, vendor, subcontractor, or contractor that
USWC approves for such work (including but not limited to the
procurement and installation of cages) and may, at Interconnector's
election, be solely responsible for any and all payments due to such
supplier, vendor, subcontractor or contractor for such procurement,
construction and preparation activities. Where Interconnector
exercises this right, Interconnector shall pay to USWC only those
amounts associated with labor hours of USWC personnel necessary for
such USWC personnel to observe and approve such work at the Premises
within the Physical Collocation Site.
(c) Nonrecurring Charges associated with the point-of-termination bay
shall be applied to the Interconnector by USWC only where the
Interconnector requests in writing that USWC supply such point-of-
termination bay. Otherwise, the Interconnector shall be responsible
for purchasing such point-of-termination bays and for arranging their
installation by a vendor, subcontractor or contractor approved by
USWC to perform such work.
4.4 Preparation. USWC will begin preparation on execution of this Agreement
-----------
and upon receipt of written notice from Interconnector as described in Section
2.3.
4.5 Pre-Preparation Access. USWC shall permit the Interconnector to have
----------------------
access to the Premises for the purpose of inspection once physical collocation
site preparation activities have begun. Interconnector agrees to limit the
number of such inspections to three per Premises except where such inspection
exposes a non-conformance with the Interconnector's requirements as stated in
its initial request or this Agreement.
4.6 Breach Prior to Commencement Date. If the Interconnector materially
----------------------------------
breaches this Agreement by purporting to terminate this Agreement after USWC has
begun preparation of the Premises then, in addition to any other remedies that
USWC might have, the Interconnector shall be liable in the amount equal to the
non-recoverable costs less estimated net salvage. Non-recoverable costs include
the non-recoverable cost of equipment and material ordered, provided or used;
subcontractor charges paid by USWC for work performed
<PAGE>
on behalf of Interconnector; the non-recoverable cost of installation and
removal, including the costs of equipment and material ordered, provided and
used; labor for work done on behalf of Interconnector for preparation;
transportation and any other associated costs. USWC shall provide Interconnector
with a detailed invoice showing the costs it incurred associated with
preparation. Further, at the Interconnector's election, USWC shall provide to
the Interconnector all materials that it determined to be unsalvageable. Should
the costs incurred by USWC be used for the provision of a collocation
arrangement for a third party, such costs shall be refunded to the
Interconnector.
4.7 Space Preparation Fee True-Up. For all work performed by USWC and by
-----------------------------
vendors, subcontractors and contractors hired by USWC in order to prepare the
Premises pursuant to the Interconnector's written request and pursuant to 4.3
preceding, USWC shall within ninety (90) days of the completion of the Premises
preparation work perform a true-up of all USWC, vendor, subcontractor and
contractor bill amounts associated with any ICB pricing performed pursuant to
Exhibit B. If the resulting total cost is less than that paid by the
Interconnector, then USWC shall within thirty (30) days refund to the
Interconnector the difference between the actual cost and the payment that the
Interconnector had previously submitted to USWC. Alternatively, if the total
cost exceeds that previously paid by the Interconnector, then the Interconnector
shall submit payment to USWC for the difference within thirty (30) days for its
receipt of the bill for such an amount. Nothing in either case releases USWC
from its obligation to make best-faith efforts to achieve the lowest-available
cost for the preparation work that it proves is necessary or releases USWC from
its obligation to allow the Interconnector to inspect such documents pursuant to
4.3 preceding.
ARTICLE V - INTERCONNECTION CHARGES
Charges for interconnection and collocation shall be set forth in Exhibits A
and B.
ARTICLE VI - DEMARCATION POINT
6.1 Cable Entrances. The Interconnector shall use a dielectric fiber optic
----------------
cable as a transmission medium to the Premises, or other transmission media as
it determines is necessary in order to provide services for which it has legal
and regulatory authority. The Interconnector shall be permitted at least two
(2) cable entrance routes into the Premises whenever two entrance routes are
used by USWC at that Physical Collocation Site.
6.2 Demarcation Point. USWC and the Interconnector shall designate the
-----------------
point(s) of interconnection within the Physical Collocation Site as the point(s)
of physical demarcation between the Interconnector's network and USWC's network,
with each being responsible for maintenance and other ownership obligations and
responsibilities on its side of that demarcation point. USWC and the
Interconnector anticipate that the demarcation point will be within the point-
of-termination bay which the Interconnector may elect to provide and install
pursuant to 4.3 preceding. Where no point of termination bay is elected by the
Interconnector, the point(s) of interconnection shall be specified in Exhibit D.
<PAGE>
ARTICLE VII - USE OF PREMISES
7.1 Nature of Use. The Premises are to be used by the Interconnector for
--------------
purposes of locating equipment and facilities within USWC's Physical Collocation
Sites to connect with USWC services or facilities and other Interconnectors.
USWC shall permit Interconnector to place, maintain and operate on Premises any
equipment, pursuant to the FCC's regulations on the types of equipment required
to be collocated. Consistent with the nature of the Premises and the
environment of the Premises, the Interconnector shall not use the Premises for
office, retail, or sales purposes. No signs or marking of any kind by the
Interconnector shall be permitted on the Premises or on the grounds surrounding
the Premises.
7.2 Administrative Uses. The Interconnector may use the Premises for
--------------------
placement of equipment and facilities only. The Interconnector's employees,
agents and contractors shall be permitted access to the Premises at all
reasonable times, provided that the Interconnector's employees, agent and
contractors comply with USWC's policies and practices pertaining to fire, safety
and security. The Interconnector agrees to comply promptly with all laws,
ordinances and regulations affecting the use of the Premises. Upon the
expiration of the Agreement, the Interconnector shall surrender the Premises to
USWC in the same condition as when first occupied by the Interconnector except
for ordinary wear and tear.
7.3 Threat to Network or Facilities. Interconnector equipment or operating
--------------------------------
practices representing a significant demonstrable technical threat to USWC's
network or facilities, including the Premises, are strictly prohibited.
7.4 Interference or Impairment. Notwithstanding any other provision hereof,
---------------------------
the characteristics and methods of operation of any equipment or facilities
placed in the Premises shall not interfere with or impair service over any
facilities of USWC or the facilities of any other person or entity located in
the Physical Collocation Site; create hazards for or cause damage to those
facilities, the Premises, or the Physical Collocation Site; impair the privacy
of any communications carried in, from, or through the Physical Collocation
Site; or create hazards or cause physical harm to any individual or the public.
Any of the foregoing events would be a material breach of this Agreement if,
after USWC's submission to Interconnector of written notice of such interference
or impairment, Interconnector did not promptly work to eliminate the
interference or impairment.
7.5 Interconnection to Others. The Interconnector may directly connect to
--------------------------
other Interconnectors' facilities within the Physical Collocation Site. USWC
agrees to provide to Interconnector, upon its receipt of the Interconnector's
written request, any facilities necessary for such interconnection wherever such
facilities exist or can be made available and USWC shall provide any such
facilities pursuant to 4.3 preceding and Exhibits A and B. Further, USWC agrees
to provide to the Interconnector, upon its receipt of the Interconnector's
written request, unbundled network transmission elements at rates specified in
Exhibits A and B, and USWC will facilitate interconnection of the
Interconnector's collocation equipment to other services offered in USWC's
tariffs or other Agreements (e.g., Synchronous Service Transport service). For
the purposes of Interconnection to Others, where the other Interconnector's
Interconnection Agreement differs from this Agreement, the less restrictive
terms and conditions relating to such direct interconnection and the lower
charges identified in the two
<PAGE>
Agreements for such direct interconnection shall apply to both Interconnectors
for all Interconnection between those two Interconnectors. Interconnector agrees
to continue to pay to USWC all applicable Monthly Charges for space, power and
for all other interconnection circuits at the Premises.
7.6 Personality and its Removal. Subject to the Article, the Interconnector
----------------------------
may place or install in or on the Premises such fixtures and equipment as it
shall deem desirable for the conduct of business. Personal property, fixtures
and equipment placed by the Interconnector in the Premises shall not become a
part of the Premises, even if nailed, screwed or otherwise fastened to the
Premises, but shall retain their status as personality and may be removed by
Interconnector at any time. Any damage caused to the Premises by the removal of
such property shall be promptly repaired by Interconnector at its expense.
7.7 Alterations In no case shall the Interconnector or any person purporting
-----------
to be acting through on or behalf of the Interconnector make any rearrangement,
modification, improvement, addition, repair, or other alteration to the Premises
or the Physical Collocation Site without the advance written permission and
direction of USWC. USWC shall make best efforts to honor any reasonable request
for a modification, improvement, addition, repair, or other alteration proposed
by the Interconnector, provided that USWC shall have the right to, for reasons
that it specifies in writing, reject or modify any such request except as
required by state or federal regulators. The cost of any such specialized
alterations shall be paid by Interconnector in accordance with the terms and
conditions identified in Article IV herein.
ARTICLE VIII - STANDARDS
8 Minimum Standards. This Agreement and the physical collocation provided
------------------
hereunder is made available subject to and in accordance with the (i) Bellcore
Network Equipment Premises System (NEBS) Generic Requirements (GR-63-CORE and
GR-1089-CORE), as may be amended at any time and from time to time, and any
successor documents, except to the extent that USWC deviates from any such
requirements for its equipment and the facilities and services that it uses and
provides or to the extent that USWC allows other Interconnectors to deviate from
any such requirements; and, (ii) any statutory and/or regulatory requirements in
effect at the execution of this Agreement or that subsequently become effective
and then when effective. The Interconnector shall strictly observe and abide by
each. USWC shall publish and provide to the Interconnector its Reference
Handbook for Collocation to provide Interconnector with guidelines and USWC's
standard operating practices for collocation. USWC agrees that the material
terms and conditions of collocation are not contained in such a technical
publication, nor can USWC change the terms and conditions of this Agreement by
changing that technical publication; however, any revision made to address
situations potentially harmful to USWC's network or the Premises or Physical
Collocation Site, or to comply with statutory and/or regulatory requirements
shall become effective immediately and the Interconnector agrees to take steps
to comply with such revisions immediately upon its receipt of USWC's written
notification of the change.
<PAGE>
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC
9.1 Contact Number. The Interconnector and USWC are responsible for
---------------
providing to each other personnel contact numbers for their respective technical
personnel who are readily accessible 24 hours a day, 7 days a week, 365 days a
year.
9.2 Trouble Status Reports. The Interconnector is responsible for promptly
-----------------------
providing trouble report status when requested by USWC. Likewise, USWC is
responsible for promptly providing trouble report status when requested by
Interconnector.
9.3 Cable Extension. The Interconnector is responsible for bringing its
----------------
cable to entrance manhole(s) or other appropriate sites designated by USWC
(e.g., utility poles or controlled environmental vaults), and for leaving
sufficient cable length in order for USWC to fully extend the Interconnector-
provided cable to the Premises. In the alternative, at the Interconnector's
option, USWC shall provide interconnection facilities, i.e., unbundled network
transmission elements, from an Interconnector-designated location (e.g., the
Interconnector's Node) to the Premises within the Physical Collocation Site.
Nothing in this paragraph shall preclude the Interconnector from obtaining
unbundled network transmission elements from USWC at any Premises within a
Physical Collocation Site for primary or redundant interconnection.
9.4 Regeneration. Regeneration on intra-building connections will be
-------------
provided by USWC, when requested. The price for regeneration shall be pursuant
to Exhibit B.
9.5 Removal. The Interconnector is responsible for removing any equipment,
--------
property or other items that it brings into the Premises or any other part of
the Physical Collocation Site. If the Interconnector fails to remove any
equipment, property, or other items from the Premises or Physical Collocation
Site within thirty (30) days after discontinuance of use, USWC may perform the
removal and may charge the Interconnector for any materials used in any such
removal, and the time spent on such removal at the then-applicable hourly rate
for administrative work pursuant to the TA96 factor approach identified on
Exhibit B.
9.6 Interconnector's Equipment and Facilities. The Interconnector is solely
------------------------------------------
responsible for the design, engineering, testing, performance, and maintenance
of the equipment and facilities used by the Interconnector in the Premises. The
Interconnector will be responsible for servicing, supplying, repairing,
installing and maintaining the following facilities within the Premises:
(a) its cable(s);
(b) its equipment;
(c) required point of termination cross connects;
(d) point of termination maintenance, including replacement fuses and circuit
breaker restoration, to the extent that such fuses and circuit breakers are not
controlled by USWC and only if and as required; and
(e) the connection cable and associated equipment which may be required
within the Premises to the point(s) of interconnection. USWC does not assume any
such responsibility unless contracted to perform such work on behalf of the
Interconnector.
<PAGE>
9.7 Verbal Notifications Required. The Interconnector is responsible for
------------------------------
immediate verbal notification to USWC of significant outages or operations
problems which could impact or degrade USWC's network, switches, or services,
and for providing an estimated clearing time for restoration. In addition,
written notification must be provided within twenty-four (24) hours. Likewise,
USWC is responsible for providing immediate verbal notification to the
Interconnector of problems with USWC's network or operations which could impact
or degrade Interconnector's network, switches, or services, and provide an
estimated clearing time for restoration. Further, USWC shall provide written
notification to Interconnector within the same twenty-four (24) hour interval.
For the purposes of this paragraph, written notification may be given by
electronic mail so long as the notifying party provide the required verbal
notification to the other.
9.8 Service Coordination. The Interconnector is responsible for coordinating
---------------------
with USWC to ensure that services are installed in accordance with the service
request. Likewise, USWC is obligated to coordinate with Interconnector to
ensure the services are installed in accordance with the service request and
fulfill the service request in a timely, effective manner.
9.9 Testing. The Interconnector is responsible for testing, to identify and
--------
clear a trouble when the trouble has been isolated to an Interconnector-provided
facility or piece of equipment. If USWC testing is also required, it will be
promptly provided as part of its obligation to provide to Interconnector network
interconnection.
ARTICLE X - QUIET ENJOYMENT
Subject to the other provisions hereof, USWC covenants that it has full right
and authority to permit the use of the Premises by the Interconnector and that,
so long as the Interconnector performs all of its obligations herein, the
Interconnector may peaceably and quietly enjoy the Premises during the term
hereof.
ARTICLE XI - ASSIGNMENT
The Interconnector shall not assign or otherwise transfer this Agreement,
neither in whole nor in part, or permit the use of any part of the Premises by
any other person or entity, without the prior written consent of USWC. Any
purported assignment or transfer made without such consent may be made void by
USWC at its option.
ARTICLE XII - CASUALTY LOSS
12.1 Damage to Premises. If the Premises are damaged by fire or other
-------------------
casualty, and
(i) the Premises are not rendered untenantable in whole or in part, USWC
shall repair the same at its expense (as hereafter limited) and the
Monthly Charges shall not be abated, or
(ii) the Premises are rendered untenantable in whole or in part and such
damage or destruction can be repaired within ninety (90) days, USWC
has the option to repair the Premises at its expense (as hereafter
limited) and all Monthly Charges
<PAGE>
shall be proportionately abated while Interconnector was deprived of
the use and the interconnection. If the Premises cannot be repaired
within ninety (90) days, or USWC opts not to rebuild, then this
Agreement shall (upon notice to the Interconnector within thirty (30)
days following such occurrence) terminate as of the date of such
damage. However, USWC must provide to Interconnector comparable
substitute interconnection and collocation arrangements at another
mutually-agreeable Physical Collocation Site without penalty or
nonrecurring charges assessed against the Interconnector.
Any obligation on the part of USWC to repair the Premises shall be limited to
repairing, restoring and rebuilding the Premises as originally prepared for the
Interconnector and shall not include any obligation to repair, restore, rebuild
or replace any alterations or improvements made by the Interconnector or by USWC
on request of the Interconnector; or any fixture or other equipment installed in
the Premises by the Interconnector or by USWC on request of the Interconnector.
12.2 Damage to Premises. In the event that the Premises shall be so damaged
-------------------
by fire or other casualty that closing, demolition or substantial alteration or
reconstruction thereof shall, in USWC's opinion, be advisable, then,
notwithstanding that the Premises may be unaffected thereby, USWC, at its
option, may terminate this Agreement by giving the Interconnector ten (10) days
prior written notice within thirty (30) days following the date of such
occurrence.
ARTICLE XIII - LIMITATION OF LIABILITY
14.1 Limitation. With respect to any claim or suit for damages arising in
-----------
connection with the mistakes, omissions, interruptions, delays or errors, or
defects in transmission occurring in the course of furnishing service hereunder,
the liability of USWC, if any shall be as described in the Interconnection
Agreement in effect between the parties.
Each party shall be indemnified and held harmless by the other against claims
and damages by any third party arising from provision of the other party's
services or equipment except those claims and damages directly associated with
the provision of services to the other party which are governed by the
provisioning party's applicable tariffs.
Neither party shall have any liability whatsoever to the customers of the
other party for claims arising from the provision of the other party's service
to its customers, including claims for interruption of service, quality of
service or billing disputes.
The liability of either party for its willful misconduct, if any, is not
limited by this Agreement.
14.2 Third Parties. The Interconnector acknowledges and understands that
--------------
USWC may provide space in or access to the Physical Collocation Site to other
persons or entities ("Others"), which may include competitors of the
Interconnector; that such space may be close to the Premises, possibly including
space adjacent to the Premises and/or with access to the outside of the
Premises; and that any in-place optional cage around the Premises is a permeable
boundary that will not prevent the Others from observing or even damaging the
Interconnector's equipment and facilities. In addition to any other applicable
limitation, USWC
<PAGE>
shall have no liability with respect to any action or omission by any Other,
except in instances involving negligence or willful actions by USWC or its
agents or employees. The Interconnector shall save and hold USWC harmless from
any and all costs, expenses, and claims associated with any such acts or
omission by any Other.
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES
16.1 Operating Services. USWC, at its sole cost and expense, shall maintain
-------------------
for the Physical Collocation Site customary Premises services, utilities
(excluding telephone facilities), including janitor and, where applicable,
elevator services, 24 hours a day, 365 days a year. The Interconnector shall be
permitted to have a single-line business telephone service for the Premises
subject to applicable USWC tariffs.
16.2 Utilities. USWC will provide negative DC and AC power, back-up power,
----------
heat, air conditioning and other environmental support necessary for the
Interconnector's equipment, in the same manner that it provides such support
items for its own equipment within that Premises.
16.3 Maintenance. USWC shall maintain the exterior of the Premises and
------------
grounds, and all entrances, stairways, passageways, and exits used by the
Interconnector to access the Premises.
16.4 Legal Requirements. USWC agrees to make, at its expense, all changes
-------------------
and additions to the Premises required by laws, ordinances, orders or
regulations of any municipality, county, state or other public authority
including the furnishing of required sanitary facilities and fire protection
facilities.
ARTICLE XV - DISPUTE RESOLUTION
For disputes arising out of this Agreement, the parties agree that they will
follow the procedures as set forth in Section XXXIV of the Interconnection
Agreement executed between the parties.
ARTICLE XVI - SUCCESSORS BOUND
Without limiting Article XI hereof, the conditions and agreements contained
herein shall bind and inure to the benefit of USWC, the Interconnector and their
respective successors and, except as otherwise provided herein, assigns.
ARTICLE XVII - CONFLICT OF INTEREST
The Interconnector represents that no employee or agent of USWC has been or
will be employed, retained, paid a fee, or otherwise has received or will
receive any personal compensation or consideration from the Interconnector, or
any of the Interconnector's employees or agents in connection with the arranging
or negotiation of this Agreement or associated documents. USWC represents that
no employee or agent of the Interconnector has been or will be employed,
retained, paid a fee, or otherwise has received or will receive any
<PAGE>
personal compensation or consideration from USWC, or any of USWC's employees or
agents in connection with the arranging or negotiation of this Agreement or
associated documents.
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES
No remedy herein conferred upon is intended to be exclusive of any other
remedy in equity, provided by law, or otherwise, but each shall be in addition
to every other such remedy.
ARTICLE XIX - NOTICES
Except as may be specifically permitted in this Agreement, any notice, demand,
or payment required or desired to be given by on party to the other shall be in
writing and shall be valid and sufficient if dispatched by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail, or via professional overnight courier, or by facsimile transmission;
provided, however, that notices sent by such registered or certified mail shall
be effective on the third business day after mailing and those sent by facsimile
transmission shall only be effective on the date transmitted if such notice is
also sent by such registered or certified mail no later than the next business
day after transmission, all addressed as follows:
If to USWC:
______________________________
______________________________
______________________________
______________________________
If to the Interconnector:
______________________________
______________________________
______________________________
______________________________
Either party hereto may change its address by written notice given to the other
party hereto in the manner set forth above.
ARTICLE XX - COMPLIANCE WITH LAWS
The Interconnector and all persons acting through or on behalf of the
Interconnector shall comply with the provisions of the Fair Labor Standards Act,
the Occupational Safety and Health Act, and all other applicable federal, state,
county, and local laws, ordinances, regulations and codes (including
identification and procurement of required permits, certificates, approvals and
inspections) in its performance hereunder.
ARTICLE XXI - INSURANCE
Interconnector agrees to maintain, at Interconnector's expense during the
entire time that Interconnector and its equipment occupies Premises: (i)
General Liability Insurance in an amount not less than one million dollars
($1,000,000.00) per occurrence for bodily injury or property damage, (ii)
Employer's Liability in an amount not less than five hundred thousand
<PAGE>
dollars ($500,000.00) per occurrence, (iii) Worker's Compensation in an amount
not less than that prescribed by statutory limits, and (iv) Umbrella/Excess
Liability coverage in an amount of five million dollars ($5,000,000.00) excess
of coverage specified above.
Each policy shall be underwritten by an insurance company having a BEST
insurance rating of B+VII or better, and which is authorized to do business in
the jurisdiction in which the Premises is located.
Interconnector shall furnish USWC with certificates of insurance which
evidence the minimum levels of insurance set forth herein and which name USWC as
an additional insured. The Interconnector shall arrange for USWC to receive at
least thirty (30) days advance written notice from the Interconnector's
insurance companies of cancellation and shall notify USWC in writing to achieve
its approval should the Interconnector later elect to self-insure.
ARTICLE XXII - US WEST'S RIGHT OF ACCESS
USWC, its agents, employees, and other USWC-authorized persons shall have the
right to enter the Premises at any reasonable time to examine its conditions,
make repairs required to be made by USWC hereunder, and for any other purpose
determined to be necessary by USWC in complying with the terms of this Agreement
and providing telecommunications services at the Physical Collocation Site.
USWC may access the Premises at any time for purposes of averting any threat of
harm imposed by the Interconnector or its equipment or facilities upon the
operation of USWC equipment, facilities and/or personnel located outside of the
Premises. If routine inspections are required, they shall be conducted at a
mutually agreeable time. USWC agrees to minimize and to limit any and all
instances in which access by its employees, agents or other persons whom it
authorizes takes place and agrees not to allow any party which is suspected of
any previous instance of wrongdoing of any kind or who has been subject to any
form of discipline by USWC at any time in the past to enter Premises. USWC
will, in all instances, provide to Interconnector written notification of its
access to Premises any time that such access occurs without advance notice to
the Interconnector and such written notification shall contain a brief
explanation of the reason for such access as well as the name(s) and title(s) of
such persons and USWC shall provide to Interconnector such written notice within
twenty-four (24) hours of the time when such access took place.
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS
The parties agree that the provisions of Section 252(i) of the Act
shall apply, including state and federal interpretive regulations in
effect from time to time.
ARTICLE XXIV - MISCELLANEOUS
27.1 Exhibits. The following Exhibits are attached hereto and made part
---------
hereof:
Exhibit A, The Schedule of All Interstate and Intrastate Monthly Recurring
---------------------------------------------------------------
Charges
- --------
Exhibit B, The Schedule of All Interstate and Intrastate Nonrecurring Charges
-------------------------------------------------------------------
Exhibit C, Working Drawings and Specifications Entitled
--------------------------------------------
<PAGE>
Exhibit D, Point of Interconnection
------------------------
27.2 Variations. In the event of variation or discrepancy between any
-----------
duplicate originals hereof, including exhibits, the original Agreement shall
control.
27.3 Governing Law. This Agreement shall be governed by the laws of the
--------------
State in which the Premises are located, without regard to the choice of law
principles thereof.
27.4 Joint and Several. If Interconnector constitutes more than one person,
------------------
partnership, corporation, or other legal entities, the obligation of all such
entities under this Agreement is joint and several.
27.5 Future Negotiations. USWC may refuse requests for additional space at
--------------------
the Physical Collocation Site or in any other USWC site if the Interconnector is
in material breach of this Agreement. In such event, the Interconnector hereby
releases and shall hold USWC harmless
27.6 Severability. With the exception of the requirements, obligations, and
-------------
rights set forth in Article II hereof, if any of the provisions hereof are
otherwise deemed invalid, such invalidity shall not invalidate the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid provision(s), and the rights and obligations
of USWC and the Interconnector shall be construed accordingly.
27.7 Paragraph Headings and Article Numbers. The headings of the articles
---------------------------------------
paragraphs herein are inserted for convenience only and are not intended to
affect the meaning or interpretation of this agreement.
27.8 Entire Agreement. Recognizing that this Agreement is component of a
-----------------
Interconnection Agreement, this Agreement with the attached schedules and
exhibits, and referenced documentation and materials attached hereto set forth
the entire understanding of the parties with respect to physical collocation and
supersedes all prior agreements, arrangements and understandings relating to
this subject matter and may not be changed except in writing by the parties. No
representation, promise, inducement or statement of intention has been made by
either party which is not embodied herein, and there are no other oral or
written understandings or agreements between the parties relating to the subject
matter hereof except as may be referenced herein.
27.9 No Third Party Beneficiaries. Nothing in this Agreement is intended,
-----------------------------
nor shall be deemed, to confer any rights or remedies upon any person or legal
entity not a party hereto.
27.10 Binding Effect. (a) This Agreement is binding upon the parties
---------------
hereto, their respective executors, administrators, heirs, assigns and
successors in interest; (b) all obligations by either party which expressly or
by their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied in full or by their
nature.
27.11 Force Majeure. Neither party shall be liable for any delay or failure
--------------
in performance of any part of this Agreement from any cause beyond its control
and without its
<PAGE>
fault or negligence including, without limitation, acts of nature, acts of civil
or military authority, government regulations, embargoes, epidemics, terrorist
acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, work stoppages, equipment failure, cable cuts, power blackouts, volcanic
action, other major environmental disturbances, unusually-severe weather
conditions, inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation carriers
(collectively, a "Force Majeure Condition"). If any Force Majeure Condition
occurs, the party delayed or unable to perform shall give prompt notice to the
other party and shall take all reasonable steps to correct the force Majeure
Condition. During the pendancy of such Condition, the duties of the parties
under this agreement affected by the Force Majeure Condition shall be abated and
shall resume without liability thereafter.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed and delivered this Agreement as of the day and year first above
written.
US WEST COMMUNICATIONS:
By:________________________________
Title:_____________________________
INTERCONNECTOR:
By:________________________________
Title:_____________________________
<PAGE>
Exhibit A
The Schedule of All Interstate and Intrastate Monthly Recurring Charges
-----------------------------------------------------------------------
To be provided by the Parties
-----------------------------
<PAGE>
Exhibit B
The Schedule of All Interstate and Intrastate Nonrecurring Charges
------------------------------------------------------------------
To be provided by the Parties
-----------------------------
<PAGE>
Exhibit C
Working Drawings and Specifications Entitled
--------------------------------------------
To be provided by the Parties
-----------------------------
<PAGE>
Exhibit D
Point of Interconnection
------------------------
To be provided by the Parties
-----------------------------
<PAGE>
Exhibit 10.37
[LETTERHEAD OF GTE NETWORK SERVICES]
February 3, 2000
Mr. John Sumpter
Pac-West Telecomm, Inc.
4210 Coronado Avenue
Stockton, CA 95204
Dear Mr. Sumpter:
GTE has received your letter stating that, under Section 252(i) of the
Telecommunications Act of 1996, Pac-West Telecomm, Inc. ("Pac-West") wishes to
adopt the terms of the arbitrated Interconnection Agreement between Electric
Lightwave Incorporated ("ELI") and GTE that was approved by the Commission as an
effective agreement in the State of Oregon in Docket No. ARB 91 (Terms)/1/. I
understand you have a copy of the Terms.
Please be advised that GTE's position regarding the adoption of the Terms is as
follows.
On January 25, 1999, the Supreme Court of the United States ("Court")
issued its decision on the appeals of the Eighth Circuit's decision in Iowa
Utilities Board. Specifically, the Supreme Court vacated Rule 51.319 of the
FCC's First Report and Order, FCC 96-325, 61 Fed. Reg. 45476 (1996) and modified
several of the FCC's and the Eighth Circuit's rulings regarding unbundled
network elements and pricing requirements under the Act. AT&T Corp. v. Iowa
Utilities Board, No. 97-826, 1999 U.S. LEXIS 903 (1999).
Three aspects of the Court's decision are worth noting. First, the Court
upheld on statutory grounds the FCC's jurisdiction to establish rules
implementing the pricing provisions of the Act. The Court, though, did not
address the substantive validity of the FCC's pricing rules. This issue will be
decided by the Eighth Circuit on remand. GTE contends that certain provisions of
the Terms may be void or unenforceable as a result of the Court's decision of
January 25, 1999 and the remand of the pricing rules to the United States Eighth
Circuit Court of Appeals.
- --------------------
1 *These "agreements" are not agreements in the generally accepted
understanding of that term. GTE was required to accept these agreements, which
were required to reflect the then-effective FCC rules.
<PAGE>
February 3, 2000
Page 2
Second, the Court held that the FCC, in requiring ILECs to make available
all UNEs, had failed to implement section 251(d)(2) of the Act, which requires
the FCC to apply a "necessary" or "impair" standard in determining the network
elements ILECs must unbundle. The Court ruled that the FCC had improperly failed
to consider the availability of alternatives outside the ILEC's network and had
improperly assumed that a mere increase in cost or decrease in quality would
suffice to require that the ILEC provide the UNE. The Court therefore vacated in
its entirety the FCC rule setting forth the UNEs that the ILEC is to provide.
The FCC must now promulgate new UNE rules that comply with the Act/2/. As a
result, any provisions in the Terms requiring GTE to provide UNEs are nullified.
Third, the Court upheld the FCC rule forbidding ILECs from separating
elements that are already combined (Rule 315(b)), but explained that its remand
of Rule 319 "may render the incumbents' concern on [sham unbundling] academic."
In other words, the Court recognized that ILEC concerns over UNE platforms could
be mooted if ILECs are not required to provide all network elements: "If the FCC
on remand makes fewer network elements unconditionally available through the
unbundling requirement, an entrant will no longer be able to lease every
component of the network."
The Terms which Pac-West seeks to adopt does not reflect the Court's
decision, and any provision in the Terms that is inconsistent with the decision
is nullified.
GTE anticipates that after the FCC issues new final rules on UNEs, this
matter may be resolved. In the interim, GTE would prefer not to engage in the
arduous task of reforming agreements to properly reflect the current status of
the law and then to repeat the same process later after the new FCC rules are in
place. Without waiving any rights, GTE proposes that the parties agree to hold
off amending (or incorporating the impact of the decision into) the Terms and
let the section 252(i) adoption proceed by maintaining the status quo until
final new FCC rules are implemented (the "New Rules"), subject to the following
package of interdependent terms:
1. GTE will continue to provide all UNEs called for under the Terms until the
FCC issues the New Rules even though it is not legally obligated to do so.
2. Likewise, Pac-West agrees not to seek UNE "platforms," or "already bundled"
combinations of UNEs.
3. If the FCC does not issue New Rules prior to the expiration of the initial
term of the Terms, GTE will agree to extend any new interconnection
arrangement between the parties to the terms of this proposal until the FCC
issues its New Rules.
- -------------------------
2 * On November 5, 1999, the FCC released an order regarding a new list of UNEs
that ILECs must offer to CLECs. At this time, the order is still not effective.
GTE will comply with the requirements of this order when it becomes effective.
Notwithstanding this, GTE does not waive, and hereby expressly reserves the
right to challenge the legality of this order.
<PAGE>
February 3, 2000
Page 3
4. By making this proposal (and by agreeing to any settlement or contract
modifications that reflect this proposal), GTE does not waive any of its
rights, including its rights to seek recovery of its actual costs and a
sufficient, explicit universal service fund. Nor does GTE waive its
position that, under the Court's decision, it is not required to provide
UNEs unconditionally. Moreover, GTE does not agree that the UNE rates set
forth in any agreement are just and reasonable and in accordance with the
requirements of sections 251 and 252 of Title 47 of the United States Code.
In sum, GTE's proposal as described above would maintain the status quo until
the legal landscape is settled.
Pac-West's adoption of the ELI arbitrated Terms shall become effective upon
filing of this letter with the Oregon Public Utility Commission and remain in
effect no longer than the date the ELI arbitrated Terms are terminated. The ELI
arbitrated agreement is currently scheduled to expire on June 22, 2001.
As these Terms are being adopted by you pursuant to your statutory rights under
section 252(i), GTE does not provide the Terms to you as either a voluntary or
negotiated agreement. The filing and performance by GTE of the Terms does not in
any way constitute a waiver by GTE of its position as to the illegality or
unreasonableness of the Terms or a portion thereof, not does it constitute a
waiver by GTE of all rights and remedies it may have to seek review of the
Terms, or to petition the Commission, other administrative body, or court for
reconsideration or reversal of any determination made by the Commission pursuant
to arbitration in Docket No. ARB 91, or to seek review in any way of any
provisions included in these Terms as a result of Pac-West's 252(i) election.
Nothing herein shall be construed as or is intended to be a concession or
admission by either GTE or Pac-West that any contractual provision required by
the Commission in Docket No. ARB 91 (the ELI arbitration) or any provision in
the Terms complies with the rights and duties imposed by the Telecommunications
Act of 1996, the decision of the FCC and the Commissions, the decisions of the
courts, or other laws, and both GTE and Pac-West expressly reserve their full
right to assert and pursue claims arising from or related to the Terms. In
particular, GTE does not waive and hereby expressly reserves its rights to
challenge the Commission's determination to require reciprocal compensation or
payment as local traffic from GTE to the telecommunications carrier for the
delivery of traffic to the Internet.
Should Pac-West attempt to apply such conflicting provisions, GTE reserves its
rights to seek appropriate legal and/or equitable relief. Should any provision
of the Terms be modified, such modification would likewise automatically apply
to this 252(i) adoption.
<PAGE>
February 3, 2000
Page 4
Pac-West does not concur with GTE's position as stated above; nor does Pac-West
waive any right it may have to reciprocal compensation for internet traffic.
Please indicate by your countersignature on this letter your understanding and
commitment to the following three points only:
(A) Pac-West adopts the Terms of the ELI arbitrated agreement for
interconnection with GTE and in applying the Terms, agrees that Pac-
West be substituted in place of ELI in the Terms wherever
appropriate.
(B) Pac-West requests that notice to Pac-West as may be required under the
Terms shall be provided as follows:
To: Pac-West Telecomm, Inc.
Attention: Mr. John Sumpter
4210 Coronado Avenue
Stockton, CA 95204
Telephone number: 209/926-3136
Facsimile number: 209/926-4585
(C) Pac-West represents and warrants that it is a certified provider of
local dialtone service in the State of Oregon, and that its adoption of the
Terms will cover services in the State of Oregon only.
Sincerely,
GTE Northwest Incorporated
Connie Nicholas
- ---------------
Connie Nicholas
Assistant Vice President [STAMP]
Wholesale Markets-Interconnection
Reviewed and countersigned as to points A, B, and C only:
Pac-West Telecomm, Inc.
/s/ [ILLEGIBLE]^^
- -----------------
For Pac-West Telecomm, Inc.
cc: R. Ragsdale - GTE
<PAGE>
Exhibit 10.38
INTERCONNECTION, RESALE AND UNBUNDLING AGREEMENT
BETWEEN
GTE NORTHWEST INCORPORATED
AND
ELECTRIC LIGHTWAVE, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I
SCOPE AND INTENT OF AGREEMENT...................................................... I-1
ARTICLE II
DEFINITIONS........................................................................ II-1
1. General Definitions........................................................... II-1
1.1 "Access Service Request"................................................ II-1
1.2 "Act"................................................................... II-1
1.3 "Affiliate"............................................................. II-1
1.4 "AMA"................................................................... II-1
1.5 "Applicable Law"........................................................ II-1
1.6 "Automatic Location Identification/Data Management System" ("ALI/DMS").. II-1
1.7 "Automatic Number Identification" ("ANI")............................... II-1
1.8 "Bill-and-Keep Arrangement"............................................. II-2
1.9 "Bona Fide Request" ("BFR")............................................. II-2
1.10 "Business Day".......................................................... II-2
1.11 "Central Office Switch"................................................. II-2
1.12 "Centralized Message Distribution System" ("CMDS")...................... II-2
1.13 "CLLI codes"............................................................ II-2
1.14 "Commercial Mobile Radio Services" ("CMRS")............................. II-2
1.15 "Commission"............................................................ II-2
1.16 "Common Channel Signaling" ("CCS")...................................... II-2
1.17 "Competitive Local Exchange Carrier" ("CLEC")........................... II-2
1.18 "Conduit"............................................................... II-2
1.19 "Currently Available"................................................... II-3
1.20 "Customer".............................................................. II-3
1.21 "Customer Usage Data"................................................... II-3
1.22 "Dedicated Transport"................................................... II-3
1.23 "DS-1".................................................................. II-3
1.24 "DS-3".................................................................. II-3
1.25 "Electronic File Transfer".............................................. II-3
1.26 "EMR"................................................................... II-3
1.27 "Enhanced 911 Service" ("E-911 Service")................................ II-3
1.28 "Exchange Service"...................................................... II-3
1.29 "Expanded Interconnection Service" ("EIS").............................. II-4
1.30 "Facility".............................................................. II-4
1.31 "FCC"................................................................... II-4
1.32 "GTOC".................................................................. II-4
1.33 "Guide"................................................................. II-4
1.34 "Hazardous Chemical".................................................... II-4
1.35 "Hazardous Waste"....................................................... II-4
</TABLE>
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1.36 "Imminent Danger"....................................................... II-4
1.37 "Incumbent Local Exchange Carrier" ("ILEC")............................. II-4
1.38 "Interim Number Portability (INP)"...................................... II-5
1.39 "Interconnection Facility".............................................. II-5
1.40 "Interconnection Point" ("IP").......................................... II-5
1.41 "Interexchange Carrier" ("IXC")......................................... II-5
1.42 "ISDN User Part" ("ISUP")............................................... II-5
1.43 "LATA".................................................................. II-5
1.44 "Line Information Data Base" ("LIDB")................................... II-5
1.45 "Line Side"............................................................. II-5
1.46 "Local Exchange Carrier" ("LEC")........................................ II-5
1.47 "Local Exchange Routing Guide" ("LERG")................................. II-5
1.48 "Local Number Portability" ("LNP")...................................... II-6
1.49 "Local Traffic"......................................................... II-6
1.50 "Main Distribution Frame" ("MDF")....................................... II-6
1.51 "Meet-Point Billing" ("MPB")............................................ II-6
1.52 "MECAB"................................................................. II-6
1.53 "MECOD"................................................................. II-6
1.54 "Mid-Span Fiber Meet"................................................... II-6
1.55 "NANP".................................................................. II-7
1.56 "Network Interface Device" ("NID")...................................... II-7
1.57 "Numbering Plan Area" ("NPA")........................................... II-7
1.58 "NXX", "NXX Code", "Central Office Code" or "CO Code"................... II-7
1.59 "911 Service"........................................................... II-7
1.60 "Owner and Operator".................................................... II-7
1.61 "Pole Attachment"....................................................... II-7
1.62 "Provider".............................................................. II-7
1.63 "Public Safety Answering Point" ("PSAP")................................ II-7
1.64 "Rate Center"........................................................... II-8
1.65 "Right-of-Way" ("ROW").................................................. II-8
1.66 "Routing Point"......................................................... II-8
1.67 "Service Control Point" ("SCP")......................................... II-8
1.68 "Service Switching Point" ("SSP")....................................... II-8
1.69 "Shared Transport"...................................................... II-8
1.70 "Signaling Point" ("SP")................................................ II-9
1.71 "Signaling System 7" ("SS7")............................................ II-9
1.72 "Signal Transfer Point" ("STP")......................................... II-9
1.73 "Subsidiary"............................................................ II-9
1.74 "Synchronous Optical Network" ("SONET")................................. II-9
1.75 "Switched Access Service"............................................... II-9
1.76 "Telecommunications Services"........................................... II-9
1.77 "Third Party Contamination"............................................. II-9
1.78 "Trunk Side"............................................................ II-9
1.79 "Unbundled Network Elements" ("UNEs")................................... II-9
1.80 "Undefined Terms"....................................................... II-10
</TABLE>
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1.81 "Vertical Features" (including "CLASS Features")........................ II-10
1.82 "Wire Center"........................................................... II-10
ARTICLE III
GENERAL PROVISIONS................................................................. III-1
1. Scope of General Provisions................................................... III-1
2. Term and Termination.......................................................... III-1
2.1 Term.................................................................... III-1
2.2 Post-Termination Arrangements........................................... III-1
2.3 Termination Upon Default................................................ III-1
2.4 Termination Upon Sale................................................... III-2
2.5 Liability upon Termination.............................................. III-2
3. Amendments.................................................................... III-2
4. Assignment.................................................................... III-2
5. Authority..................................................................... III-2
6. Responsibility for Payment.................................................... III-2
7. Billing and Payment........................................................... III-3
7.1 Dispute.................................................................. III-3
7.2 Late Payment Charge...................................................... III-3
7.3 Due Date................................................................. III-3
7.4 Audits................................................................... III-3
8. Binding Effect................................................................ III-3
9. Capacity Planning and Forecasting............................................. III-4
10. Compliance with Laws and Regulations.......................................... III-4
11. Confidential Information...................................................... III-4
11.1 Identification.......................................................... III-4
11.2 Handling................................................................ III-5
11.3 Exceptions.............................................................. III-5
11.4 Survival................................................................ III-5
12. Consent....................................................................... III-6
13. Cooperation on Fraud Minimization............................................. III-6
</TABLE>
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<TABLE>
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14. Dispute Resolution............................................................ III-6
14.1 Alternative to Litigation............................................... III-6
14.2 Negotiations............................................................ III-6
14.3 Arbitration............................................................. III-7
14.4 Expedited Arbitration Procedures........................................ III-7
14.5 Costs................................................................... III-7
14.6 Continuous Service...................................................... III-7
15. Entire Agreement.............................................................. III-8
16. Expenses...................................................................... III-8
17. Force Majeure................................................................. III-8
18. Good Faith Performance........................................................ III-8
19. Governing Law................................................................. III-8
20. Standard Practices............................................................ III-8
21. Headings...................................................................... III-9
22. Independent Contractor Relationship........................................... III-9
23. Law Enforcement Interface..................................................... III-9
24. Liability and Indemnity....................................................... III-9
24.1 Indemnification......................................................... III-10
24.2 End User and Content-Related Claims..................................... III-10
24.3 DISCLAIMER.............................................................. III-10
24.4 Limitation of Liability................................................. III-11
24.5 Intellectual Property................................................... III-11
25. Multiple Counterparts......................................................... III-11
26. No Offer...................................................................... III-11
27. No Third Party Beneficiaries.................................................. III-11
28. Notices....................................................................... III-11
29. Protection.................................................................... III-12
29.1 Impairment of Service................................................... III-12
29.2 Resolution.............................................................. III-13
</TABLE>
iv
<PAGE>
<TABLE>
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30. Publicity..................................................................... III-13
31. Regulatory Agency Control..................................................... III-13
32. Changes in Legal Requirements................................................. III-13
33. Effective Date................................................................ III-13
34. Regulatory Matters............................................................ III-13
35. Rule of Construction.......................................................... III-14
36. Section References............................................................ III-14
37. Service Standards............................................................. III-15
38. Severability.................................................................. III-15
39. Subcontractors................................................................ III-15
40. Subsequent Law................................................................ III-15
41. Taxes......................................................................... III-15
42. Trademarks and Trade Names.................................................... III-16
43. Waiver........................................................................ III-16
44. Environmental Responsibility.................................................. III-16
45. TBD Prices.................................................................... III-18
46. Amendment of Certain Rates, Terms, and Conditions............................. III-18
ARTICLE IV
GENERAL RULES GOVERNING RESOLD SERVICES AND UNBUNDLED
ELEMENTS...................................................................... IV-1
1. General....................................................................... IV-1
2. Liability of GTE.............................................................. IV-1
2.1 Inapplicability of Tariff Liability..................................... IV-1
2.2 ELI Tariffs or Contracts................................................ IV-1
2.3 No Liability for Errors................................................. IV-1
</TABLE>
v
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<TABLE>
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3. Unauthorized Changes.......................................................... IV-2
3.1 Procedures.............................................................. IV-2
4. Impact of Payment of Charges on Service....................................... IV-2
5. Unlawful Use of Service....................................................... IV-3
6. Timing of Messages............................................................ IV-3
7. Procedures For Preordering, Ordering, Provisioning, Etc....................... IV-3
8. Letter of Authorization....................................................... IV-3
8.1 Customer Proprietary Network Information................................ IV-3
8.2 Order Processing........................................................ IV-4
9. Customer Contacts............................................................. IV-4
ARTICLE V
INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC........................... V-1
1. Services Covered by This Article.............................................. V-1
1.1 Types of Services....................................................... V-1
2. Billing and Rates............................................................. V-1
2.1 Rates and Charges....................................................... V-1
2.2 Billing................................................................. V-1
2.3 Billing Specifications.................................................. V-1
2.4 Billing Disputes........................................................ V-2
3. Transport and Termination of Traffic.......................................... V-2
3.1 Traffic to be Exchanged................................................. V-2
3.2 Compensation For Exchange Of Traffic.................................... V-2
3.3 Tandem and Transit Switching Traffic.................................... V-3
3.4 Inter-Tandem Switching.................................................. V-3
3.5 IntraLATA Toll Compensation Plan........................................ V-4
4. Direct Network Interconnection................................................ V-4
4.1 Network Interconnection Architecture.................................... V-4
4.2 Compensation............................................................ V-5
4.3 Trunking Requirements................................................... V-6
4.4 Network Redesigns Initiated by GTE...................................... V-7
4.5 Calling Scopes for Tandem and End Office Interconnection................ V-8
4.6 Trunk Forecasting....................................................... V-8
4.7 Trunk Facility Underutilization......................................... V-9
</TABLE>
vi
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<TABLE>
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5. Indirect Network Interconnection.............................................. V-9
6. Number Resources.............................................................. V-9
6.1 Number Assignment....................................................... V-9
6.2 Rate Centers............................................................ V-9
6.3 Routing Points.......................................................... V-10
6.4 Code and Numbers Administration......................................... V-10
6.5 Programming Switches.................................................... V-10
7. Number Portability............................................................ V-10
7.1 General................................................................. V-10
7.2 Interim Number Portability.............................................. V-10
7.3 Remote Call Forwarding.................................................. V-11
8. Meet-Point Billing for Switched Access Service................................. V-11
8.1 Meet-Point Arrangements................................................. V-11
8.2 Access Compensation..................................................... V-12
9. Common Channel Signaling...................................................... V-12
9.1 Service Description..................................................... V-12
9.2 Signaling Parameters.................................................... V-13
9.3 Privacy Indicators...................................................... V-13
9.4 Connection Through STP.................................................. V-13
9.5 Multi-Frequency Signaling............................................... V-13
10. Service Quality and Performance............................................... V-13
11. Network Outages............................................................... V-13
ARTICLE VI RESALE OF SERVICES...................................................... VI-1
1. General....................................................................... VI-1
2. Terms and Conditions.......................................................... VI-1
2.1 Quality and Performance................................................. VI-1
2.2 Restrictions on Resale.................................................. VI-1
2.3 Restrictions on Discount of Retail Services............................. VI-1
2.4 Resale to Other Carriers................................................ VI-1
2.5 Interim Universal Service Fund Charge for Wholesale Services............ VI-2
3. Ordering and Billing.......................................................... VI-2
3.1 Local Service Request................................................... VI-2
3.2 Certificate of Operating Authority...................................... VI-2
</TABLE>
vii
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<TABLE>
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3.3 Directory Assistance Listings........................................... VI-2
3.4 Nonrecurring Charges.................................................... VI-2
3.5 Transfers Between ELI and Another Reseller of GTE Services.............. VI-2
3.6 Local Calling Detail.................................................... VI-3
3.7 Procedures.............................................................. VI-3
3.8 LIDB.................................................................... VI-3
3.9 "OLN"................................................................... VI-3
4. Maintenance................................................................... VI-3
4.1 Maintenance, Testing and Repair......................................... VI-3
4.2 Specifics and Procedures for Maintenance................................ VI-3
5. Services Available for Resale................................................. VI-3
5.1 Description of Local Exchange Services Available for Resale............. VI-3
5.2 Other Services Available for Resale..................................... VI-4
5.3 Rates................................................................... VI-4
5.4 Grandfathered Services.................................................. VI-4
5.5 Access.................................................................. VI-4
5.6 Operator Services ("OS") and Directory Assistance ("DA")................ VI-4
ARTICLE VII
UNBUNDLED NETWORK ELEMENTS......................................................... VII-1
1. General....................................................................... VII-1
2. Unbundled Network Elements.................................................... VII-2
2.1 Categories.............................................................. VII-2
2.2 Prices.................................................................. VII-2
2.3 Interconnection to Unbundled Elements................................... VII-2
2.4 Service Quality......................................................... VII-3
2.5 Nondiscriminatory Provision and Support................................. VII-3
3. Network Interface Device...................................................... VII-3
3.1 Direct Connection....................................................... VII-4
3.2 NID to NID Connection................................................... VII-4
3.3 Removal of Cable Pairs.................................................. VII-4
3.4 Maintenance............................................................. VII-4
3.5 Collocation Requirement................................................. VII-5
4. Loop Elements................................................................. VII-5
4.1 Service Description..................................................... VII-5
4.2 Categories of Loops..................................................... VII-5
4.3 Conditioned Loops....................................................... VII-6
4.4 Loop Testing............................................................ VII-6
4.5 Pair Gain Technologies.................................................. VII-7
</TABLE>
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<TABLE>
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4.6 Unbundled Loop Facility Certification................................... VII-7
4.7 Compatibility........................................................... VII-8
4.8 Subloops................................................................ VII-8
4.9 Loop Identification..................................................... VII-9
5. Port and Local Switching Elements............................................. VII-9
5.1 Port.................................................................... VII-9
5.2 Ports Available as Unbundled Network Elements........................... VII-9
5.3 Port Prices............................................................. VII-9
5.4 Local Switching......................................................... VII-9
5.5 Compliance with Section 2.3............................................. VII-10
5.6 Shared Transport........................................................ VII-10
6. Dedicated Transport........................................................... VII-11
7. SS7 Transport and Signaling................................................... VII-12
8. LIDB Services................................................................. VII-12
9. Database 800-Type Services.................................................... VII-12
10. Operator Services ("OS") and Directory Assistance ("DA")...................... VII-12
11. Customized Routing............................................................ VII-13
12. Advanced Intelligent Network Access (AIN)..................................... VII-13
13. Directory Assistance Listing.................................................. VII-13
14. Operational Support Systems ("OSS")........................................... VII-14
ARTICLE VIII ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS.............. VIII-1
1. Bona Fide Request Process..................................................... VIII-1
1.1 Intent.................................................................. VIII-1
1.2 Process................................................................. VIII-1
2. Transfer of Service Announcements............................................. VIII-2
3. Misdirected Calls............................................................. VIII-2
4. 911/E911 Arrangements......................................................... VIII-2
4.1 Description of Service.................................................. VIII-2
4.2 Transport............................................................... VIII-3
</TABLE>
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4.3 Cooperation and Level of Performance.......................................... VIII-3
4.4 Basic 911 and E911 General Requirements....................................... VIII-3
4.5 Compensation.................................................................. VIII-9
5. Information Services Traffic........................................................ VIII-9
5.1 Billing and Collection and Information Service Provider ("ISP") Remuneration.. VIII-9
5.2 900-976 Call Blocking......................................................... VIII-9
5.3 Miscellaneous................................................................ VIII-9
6. Telephone Relay Service............................................................. VIII-9
7. Directory Assistance ("DA") and Operator Services ("OS")............................ VIII-9
7.1 Directory Assistance Calls.................................................... VIII-9
7.2 Operator Services Calls....................................................... VIII-10
8. Directory Assistance Listings Information........................................... VIII-10
9. Directory Listings and Directory Distribution....................................... VIII-11
10. Busy Line Verification and Busy Line Verification Interrupt......................... VIII-12
11. SAG................................................................................. VIII-12
12. Dialing Format Changes.............................................................. VIII-13
13. Operational Support Systems ("OSS")................................................. VIII-12
ARTICLE IX
COLLOCATION.............................................................................. IX-1
1. Physical Collocation................................................................ IX-1
1.1 Space Planning................................................................. IX-1
1.2 Connection to Customer Loops and Ports......................................... IX-2
1.3 Connection to Other Collocated Carriers........................................ IX-3
1.4 Choice of Vendor............................................................... IX-3
1.5 Monitoring..................................................................... IX-3
1.6 Phone Service.................................................................. IX-3
1.7 Intraoffice Diversity.......................................................... IX-3
1.8 Proprietary Information........................................................ IX-3
1.9 Notification of Modifications.................................................. IX-4
1.10 Drawings...................................................................... IX-4
1.11 Construction of Space......................................................... IX-4
1.12 Connection Equipment.......................................................... IX-6
1.13 Access to ELI Collocation Space............................................... IX-6
1.14 Common Collocation Space...................................................... IX-7
</TABLE>
x
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<TABLE>
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2. Virtual Collocation........................................................... IX-7
2.1 Conversion from Virtual to Physical Collocation......................... IX-7
2.2 Conversion from Physical to Virtual Collocation......................... IX-7
2.3 Vendors................................................................. IX-8
2.4 Inspection.............................................................. IX-8
3. Fixed Wireless Collocation.................................................... IX-8
ARTICLE X ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY....................... X-1
APPENDIX A......................................................................... A-1
APPENDIX B......................................................................... B-1
APPENDIX C
RATES AND CHARGES FOR TRANSPORT AND TERMINATION OF TRAFFIC......................... C-1
APPENDIX D......................................................................... D-1
APPENDIX E
SERVICES AVAILABLE FOR RESALE..................................................... E-1
APPENDIX F
PRICES FOR UNBUNDLED ELEMENTS..................................................... F-2
APPENDIX G
RATES AND CHARGES FOR 911/E911 ARRANGEMENTS....................................... G-1
APPENDIX H
SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE........................... H-1
APPENDIX I
SS7 SERVICES...................................................................... I-1
APPENDIX J
POLE ATTACHMENT AGREEMENT.......................................................... J-1
APPENDIX K
CONDUIT OCCUPANCY AGREEMENT........................................................ K-1
APPENDIX L
RECIPROCAL COMPENSATION FOR CALL TERMINATION
</TABLE>
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WHEN ELI USES GTE UNBUNDLED PORTS,
LOCAL SWITCHING & SHARED TRANSPORT................................................. L-1
APPENDIX 37A PERFORMANCE MEASURES.................................................. 37A-1
APPENDIX 46A AT&T TERMS............................................................ 46A-1
APPENDIX 46B GTE TERMS............................................................. 46B-1
</TABLE>
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<PAGE>
This Interconnection, Resale and Unbundling Agreement (the "Agreement"), is
by and between GTE Northwest Incorporated, with its address for purposes of this
Agreement at 600 Hidden Ridge Drive, Irving, Texas 75038 ("GTE"), and Electric
Lightwave, Inc., in its capacity as a certified provider of local exchange
service ("ELI"), with its address for this Agreement at 4400 N.E. 77th Avenue,
Vancouver, Washington 98662 (GTE and ELI being referred to collectively as the
"Parties" and individually as a "Party"). This Agreement covers services in the
state of Oregon only (the "State").
WHEREAS, interconnection between competing Local Exchange Carriers ("LECs")
is necessary and desirable for the mutual exchange and termination of traffic
originating on each LEC's network; and
WHEREAS, the Parties desire to exchange such traffic and related signaling
in a technically and economically efficient manner at defined interconnection
points; and
WHEREAS, the Parties wish to enter into an agreement to interconnect their
respective telecommunications networks on terms that are fair and equitable to
both Parties; and
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act")
imposes specific obligations on LECs with respect to the interconnection of
their networks, resale of their telecommunications services, access to their
poles, ducts, conduits and rights-of-way and, in certain cases, the offering of
certain unbundled network elements and physical collocation of equipment in LEC
premises; and
WHEREAS, GTE is entering, under protest, into certain aspects of this
Agreement that incorporate adverse results from (i) the AT&T/GTE arbitration,
Docket No.ARB 5 approved by the Commission in this State and is doing so in
order to avoid the expense of arbitration, and (ii) arbitrated issues in the
ELI/GTE arbitration, Docket No. ARB 91, and is doing so by Order No. 99-218 of
the Oregon Public Utility Commission, while at the same time preserving its
legal positions, rights and remedies;
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, GTE and ELI hereby covenant and agree as follows:
<PAGE>
ARTICLE I
SCOPE AND INTENT OF AGREEMENT
Pursuant to this Agreement, the Parties will extend certain arrangements to one
another within each area in which they both operate within the State for
purposes of interconnection and the exchange of traffic between their respective
networks and access to poles, ducts, conduits and rights-of-way. This Agreement
also governs the purchase by ELI of certain telecommunications services provided
by GTE in those service areas where GTE is the "incumbent local exchange
carrier" in accordance with Section 251(h) of the Act for resale by ELI, the
purchase by ELI of certain unbundled network elements from GTE, and the terms
and conditions of the collocation of certain equipment of ELI in the premises of
GTE. This Agreement is an integrated package that reflects a balancing of
interests critical to the Parties. This Agreement will be submitted to the
Oregon Public Utility Commission for approval. The Parties agree that their
entrance into this Agreement is without prejudice to and does not waive any
positions they may have taken previously, or may take in the future, in any
legislative, regulatory, judicial or other public forum addressing any matters,
including matters related to the same types of arrangements and/or matters
related to GTE's cost recovery covered in this Agreement. ELI agrees to
negotiate nondiscriminatory terms and conditions for the provision of services
and facilities to GTE. GTE's execution of this Agreement is not a concession or
waiver in any manner concerning its position that certain of the rates, terms
and conditions contained herein are unlawful, illegal and improper.
The services and facilities to be provided to ELI by GTE in satisfaction of this
Agreement may be provided pursuant to GTE tariffs and then current practices.
Should such services and facilities be modified by tariff or by Order, including
any modifications resulting from other Commission proceedings, federal court
review or other final judicial action, such modifications will be deemed to
automatically supersede any rates and terms and conditions of this Agreement.
GTE will provide notification to ELI before such a tariff becomes effective, and
ELI may provide input on such proposed tariff. The Parties shall cooperate with
one another for the purpose of incorporating required modifications into this
agreement.
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ARTICLE II
DEFINITIONS
1. General Definitions. Except as otherwise specified herein, the following
-------------------
definitions shall apply to all Articles and Appendices contained in this
Agreement. Additional definitions that are specific to the matters covered
in a particular Article may appear in that Article. To the extent that
there may be any conflict between a definition set forth in this Article II
and any definition in a specific Article or Appendix, the definition set
forth in the specific Article or Appendix shall control with respect to
that Article or Appendix.
1.1. "Access Service Request" ("ASR") means an industry standard form used by
the Parties to add, establish, change or disconnect services or trunks for
the purposes of Interconnection.
1.2. "Act" means the Telecommunications Act of 1996, Public Law 104-104 of the
104th United States Congress effective February 8, 1996.
1.3. "Affiliate" of a Party means a person, corporation or other legal entity
that, directly or indirectly, owns or controls a Party, or is owned or
controlled by, or is under common ownership or control with a Party.
1.4. "AMA" means the Automated Message Accounting structure inherent in switch
technology that initially records telecommunication message information.
AMA format is contained in the Automated Message Accounting document,
published by Bellcore as GR-1100-CORE which defines the industry standard
for message recording.
1.5. "Applicable Law" shall mean all laws, statutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits, and approvals of any
Governmental Authority, which apply or relate to the subject matter of this
Agreement.
1.6. "Automatic Location Identification/Data Management System" ("ALI/DMS")
means the emergency services (E911/911) database containing customer
location information (including name, address, telephone number, and
sometimes special information from the local service provider) used to
process subscriber access records into Automatic Location Identification
(ALI) records. From this database, records are forwarded to GTE's ALI
Gateway for downloading by local ALI database systems to be available for
retrieval in response to ANI from a 9-1-1 call. Also, from this database,
GTE will upload to its selective routers the selective router ALI (SR/ALI)
which is used to determine to which Public Safety Answering Point ("PSAP")
to route the call.
1.7. "Automatic Number Identification" ("ANI") refers to the number transmitted
through the network identifying the calling party.
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1.8. "Bill-and-Keep Arrangement" means a compensation arrangement whereby the
Parties do not render bills to each other for certain forms of interim
local number portability or, under certain circumstances, the termination
of local traffic specified in this Agreement and whereby the Parties
terminate local exchange traffic originating from end-users served by the
networks of the other Party without explicit charging among or between
said carriers for such traffic exchange.
1.9. "Bona Fide Request" ("BFR") process is intended to be used when requesting
customized Service Orders for certain services, features, capabilities or
functionality defined and agreed upon by the Parties as services to be
ordered as Bona Fide Requests.
1.10. "Business Day" shall mean Monday through Friday, except for holidays on
which the U.S. mail is not delivered.
1.11. "Central Office Switch" means a switch used to provide telecommunications
services including (i) "End Office Switches" which are Class 5 switches
-------------------
from which end user Exchange Services are directly connected and offered,
and (ii) "Tandem Office Switches" which are Class 4 switches which are
----------------------
used to connect and switch trunk circuits between and among central office
switches. Central office switches may be employed as combination end
office/tandem office switches (combination Class 5/Class 4).
1.12. "Centralized Message Distribution System" ("CMDS") means the billing
record and clearing house transport system that the Regional Bell
Operating Companies ("RBOCs") and other incumbent LECs use to efficiently
exchange out collects and in collects as well as Carrier Access Billing
System ("CABS") records.
1.13. "CLLI codes" means Common Language Location Identifier Codes.
1.14. "Commercial Mobile Radio Services" ("CMRS") means a radio communication
service provided pursuant to 47 U.S.C. (S) 332(d)(1), as interpreted by
the FCC and the federal courts.
1.15. "Commission" means the Oregon Public Utilities Commission.
1.16. "Common Channel Signaling" ("CCS") means a high-speed specialized packet-
switched communications network that is separate (out-of-band) from the
public packet-switched and message networks. CCS carries addressed
signaling messages for individual trunk circuits and/or database-related
services between Signaling Points in the CCS network using SS7 signaling
protocol.
1.17. "Competitive Local Exchange Carrier" ("CLEC") means any company or person
authorized to provide local exchange services in competition with an ILEC.
1.18. "Conduit" has the meaning as set forth in Article X and Appendix K of
----------
this Agreement.
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<PAGE>
1.19. "Customer" may mean GTE or ELI depending on the context and which Party
is receiving the service from the other Party.
1.20. "Currently Available" means existing as part of GTE's network at the time
of the requested order or service and does not include any service,
feature, function, or capability that GTE either does not provide to
itself or to its own end users, or does not have the capability to
provide.
1.21. "Customer Usage Data" means that the local telecommunications services
usage data of an ELI customer, measured in minutes, sub-minute increments,
message units, or otherwise, that is recorded and exchanged by the
Parties.
1.22. "Dedicated Transport" means an Unbundled Network Element that is purchased
for the purpose of transporting Telecommunications Services between
designated Service Wire Centers ("SWCs"). Dedicated Transport may extend
between two GTE SWCs (Interoffice Dedicated Transport ("IDT")) or may
extend from the GTE SWC to the CLEC premise (CLEC Dedicated Transport
("CDT")). CDT remains within the exchange boundaries of the SWC, while IDT
traverses exchange boundaries.
1.23. "DS-1" is a digital signal rate of 1.544 Mbps or a service carried at that
rate.
1.24. "DS-3" is a digital signal rate of 44.736 Mbps or a service carried at
that rate.
1.25. "Electronic File Transfer" refers to a system or process which utilizes
an electronic format and protocol to send/receive data files.
1.26. "EMR" means the Exchanged Message Record which is an industry standard
record used to exchange telecommunications message information among CLECs
for billable, non-billable, sample, settlement and study data. EMR format
is defined in BR-010-200-010 CRIS Exchange Message Record, published by
Bellcore and which defines the industry standard for exchange message
records.
1.27. "Enhanced 911 Service" ("E-911 Service") is a method of routing 911 calls
to a Public Service Answering Point that uses a customer location database
to determine the location to which a call should be routed. E-911 service
includes the forwarding of the caller's Automatic Number Identification
("ANI") to the PSAP where the ANI is used to retrieve and display the
Automatic Location Identification ("ALI") on a terminal screen at the
answering Attendant's position, and usually includes selective routing.
1.28. "Exchange Service" refers to all basic access line services, or any other
services offered to end users which provide end users with a telephonic
connection to, and a unique telephone number address on, the public
switched telecommunications network ("PSTN"), and which enable such end
users to place or receive calls to all other stations on the PSTN.
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<PAGE>
1.29. "Expanded Interconnection Service" ("EIS") has the same meaning as that
term is used in the FCC's First Report and Order in CC Docket No. 96-98,
and means a service that provides interconnecting carriers with the
capability to terminate basic fiber optic transmission facilities,
including optical terminating equipment and multiplexers, at GTE's wire
centers and access tandems and interconnect those facilities with the
facilities of GTE. Microwave and other forms of collocation and
interconnection with fixed wireless facilities is available on a case-by-
case basis where feasible.
1.30. "Facility" means all buildings, equipment, structures and other items
located on a single site or contiguous or adjacent sites owned or operated
by the same persons or person as used in Article III, Section 44.
1.31. "FCC" means the Federal Communications Commission.
1.32. "GTOC" means GTE Telephone Operating Company.
1.33. "Guide" means the GTE Open Market Transition Order/Processing Guide/CLEC
Customer Guide, which contains GTE's operating procedures for preordering,
ordering, provisioning, trouble reporting and repair for resold services
and Unbundled Network Elements and GTE's CLEC Interconnection Guide which
provides guidelines for obtaining interconnection of GTE's Switched
Network with the networks of all certified CLECs for reciprocal exchange
of traffic. Except as specifically provided otherwise in this Agreement or
as required by the Act, applicable FCC orders, or State law, service
ordering, provisioning, billing and maintenance shall be governed by the
"Guide" which may be amended from time to time by GTE as needed.
1.34. "Hazardous Chemical" means as defined in the U.S. Occupational Safety and
Health ("OSHA") hazard communication standard (29 CFR (S) 1910.1200), any
chemical which is a health hazard or physical hazard.
1.35. "Hazardous Waste" means as described in Resource Conservation and Recovery
Act ("RCRA"), a solid waste(s) which may cause, or significantly
contribute to an increase in mortality or illness or pose a substantial
hazard to human health or the environment when improperly treated, stored,
transported or disposed of or otherwise managed because of its quantity,
concentration or physical or chemical characteristics.
1.36. "Imminent Danger" means as described in the Occupational Safety and Health
Act and expanded for environmental matters, any conditions or practices at
a facility which are such that a danger exists which could reasonably be
expected to cause death or serious harm or significant damage to the
environment or natural resources.
1.37. "Incumbent Local Exchange Carrier" ("ILEC") means any local exchange
carrier that was, as of February 8, 1996, deemed to be a member of the
Exchange Carrier Association as set forth in 47 C.F.R. (S) 69.601(b) of
the FCC's regulations.
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<PAGE>
1.38. "Interim Number Portability" ("INP") means the delivery of LNP
capabilities, from a customer standpoint in terms of call completion, with
as little impairment of functioning, quality, reliability, and convenience
as possible and from a carrier standpoint, through the use of existing and
available call routing, forwarding, and addressing capabilities until the
implementation of permanent or long-term local number portability.
1.39. "Interconnection Facility" means the physical connection of separate
pieces of equipment, transmission facilities, etc., within, between and
among networks, for the transmission and routing of exchange service and
exchange access.
1.40. "Interconnection Point" ("IP") means the physical point on the network
where the two parties interconnect. The "IP" is the demarcation point
between ownership of the transmission facility.
1.41. "Interexchange Carrier" ("IXC") means a telecommunications service
provider authorized by the FCC to provide interstate and/or international
long distance communications services between LATAs and/or authorized by
the State to provide inter- and/or intraLATA long distance communications
services within the State.
1.42. "ISDN User Part" ("ISUP") means a part of the SS7 protocol that defines
call setup messages and call takedown messages.
1.43. "LATA" means Local Access and Transport Area. A LATA denotes a geographic
area for the provision and administration of communications service; i.e.,
intraLATA or interLATA.
1.44. "Line Information Data Base" ("LIDB") means one or all, as the context may
require, of the Line Information databases owned individually by GTE and
other entities which provide, among other things, calling card validation
functionality for telephone line number cards issued by GTE and other
entities. A LIDB also contains validation data for collect and third
number-billed calls; i.e., Billed Number Screening.
1.45. "Line Side" refers to an end office switch connection that has been
programmed to treat the circuit as a local line connected to a NID. Line
side connections offer only those transmission and signaling features
appropriate for a connection between an end office and a NID.
1.46. "Local Exchange Carrier" ("LEC") means any company certified by the
Commission to provide local exchange telecommunications service. This
includes the Parties to this Agreement.
1.47. "Local Exchange Routing Guide" ("LERG") means the Bellcore reference
customarily used to identify NPA-NXX routing and homing information, as
well as network element and equipment designation.
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<PAGE>
1.48. "Local Number Portability" ("LNP") means the ability of users of
telecommunications services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or
convenience when switching from one LEC to another.
1.49. "Local Traffic" means traffic that is originated by an end user of one
Party and terminates to the end user of the other Party within GTE's then
current local serving area, including mandatory local calling scope
arrangements. A mandatory local calling scope arrangement is an
arrangement that provides end users a local calling scope, Extended Area
Service ("EAS"), beyond their basic exchange serving area. Local Traffic
does not include optional local calling scopes (i.e., optional rate
---
packages that permit the end user to choose a local calling scope beyond
their basic exchange serving area for an additional fee), referred to
hereafter as "optional EAS." Local Traffic excludes Enhanced Service
Provider (ESP) traffic (e.g., Internet, 900-976, etc.) and Internet
Protocol based voice or fax telephony. For purposes of this Agreement,
Internet traffic is subject to reciprocal compensation, rates and terms,
pending adoption of a replacement rate pursuant to a federal rule
establishing an appropriate interstate compensation mechanism, if
appropriate.
1.50. "Main Distribution Frame" ("MDF") means the distribution frame used to
interconnect cable pairs and line trunk equipment terminating on a
switching system.
1.51. "Meet-Point Billing" ("MPB") refers to an arrangement whereby two LECs
jointly provide the transport element of a switched access service to one
of the LEC's end office switches, with each LEC receiving an appropriate
share of the transport element revenues as defined by their effective
access tariffs.
1.52. "MECAB" refers to the Multiple Exchange Carrier Access Billing ("MECAB")
document prepared by the Billing Committee of the Ordering and Billing
Forum ("OBF"), which functions under the auspices of the Carrier Liaison
Committee ("CLC") of the Alliance for Telecommunications Industry
Solutions ("ATIS"). The MECAB document, published by Bellcore as Special
Report SR-BDS-000983, contains the recommended guidelines for the billing
of an access service provided by two or more LECs, or by one LEC in two or
more states within a single LATA.
1.53. "MECOD" refers to the Multiple Exchange Carriers Ordering and Design
("MECOD") Guidelines for Access Services - Industry Support Interface, a
document developed by the Ordering/Provisioning Committee under the
auspices of the Ordering and Billing Forum ("OBF"), which functions under
the auspices of the Carrier Liaison Committee ("CLC") of the Alliance for
Telecommunications Industry Solutions ("ATIS"). The MECOD document,
published by Bellcore as Special Report SR-STS-002643, establish methods
for processing orders for access service which is to be provided by two or
more LECs.
1.54. "Mid-Span Fiber Meet" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon IP.
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<PAGE>
1.55. "NANP" means the "North American Numbering Plan," the system of telephone
numbering employed in the United States, Canada, Guam, the Northern
Mariana Islands, and the Caribbean countries that employ NPA 809.
1.56. "Network Interface Device" ("NID") means the point of demarcation between
the end user's inside wiring and GTE's facilities.
1.57. "Numbering Plan Area" ("NPA") is also sometimes referred to as an area
code. This is the three digit indicator which is defined by the "A", "B",
and "C" digits of each 10-digit telephone number within the NANP. Each NPA
contains 800 possible NXX Codes. There are two general categories of NPA,
"Geographic NPAs" and "Non-Geographic NPAs". A Geographic NPA is
--------------- -------------------
associated with a defined geographic area, and all telephone numbers
bearing such NPA are associated with services provided within that
geographic area. A Non-Geographic NPA, also known as a "Service Access
--------------
Code" or "SAC Code" is typically associated with a specialized
---- --------
telecommunications service which may be provided across multiple
geographic NPA areas. 800, 900, 700, and 888 are examples of Non-
Geographic NPAs.
1.58. "NXX," "NXX Code," "Central Office Code," or "CO Code" is the three digit
switch entity indicator which is defined by the "D", "E", and "F" digits
of a 10-digit telephone number within the NANP. Each NXX Code contains
10,000 station numbers.
1.59. "911 Service" means a universal telephone number which gives the public
direct access to the PSAP. Basic 911 service collects 911 calls from one
or more local exchange switches that serve a geographic area. The calls
are then sent to the correct authority designated to receive such calls.
1.60. "Owner and Operator" means as used in OSHA regulations, owner is the legal
entity, including a lessee, which exercises control over management and
record keeping functions relating to a building or facility. As used in
the Resource Conservation and Recovery Act (RCRA), operator means the
person responsible for the overall (or part of the) operations of a
facility.
1.61. "Pole Attachment" has the meaning as set forth in Article X and Appendix
--------
J of this Agreement.
-
1.62. "Provider" may mean GTE or ELI depending on the context and which Party
is providing the service to the other Party.
1.63. "Public Safety Answering Point" ("PSAP") means an answering location for
E911/911 calls originating in a given area. A PSAP may be designated as
Primary or Secondary, which refers to the order in which calls are
directed for answering. Primary PSAPs respond first; Secondary PSAPs
receive calls on a transfer basis only, and generally serve as a
centralized answering location for a particular type of emergency
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<PAGE>
call. PSAPs are staffed by employees of Emergency Response Agencies
("ERAs") such as police, fire or emergency medical agencies or by
employees of a common bureau serving a group of such entities.
1.64. "Rate Center" means the specific geographic point and corresponding
geographic area that are associated with one or more particular NPA-NXX
Codes that have been assigned to a LEC for its provision of Exchange
Services. The geographic point is identified by a specific Vertical and
Horizontal ("V&H") coordinate that is used to calculate distance-sensitive
end user traffic to/from the particular NPA-NXXs associated with the
specific Rate Center.
1.65. "Right-of-way" ("ROW") means the right to use the land or other property
of another party to place poles, conduits, cables, other structures and
equipment, or to provide passage to access such structures and equipment.
A ROW may run under, on, or above public or private property (including
air space above public or private property) and may include the right to
use discrete space in buildings, building complexes, or other locations.
1.66. "Routing Point" denotes a location that a LEC has designated on its
network as the homing (routing) point for traffic that terminates to
Exchange Services provided by the LEC that bear a certain NPA-NXX
designation. The Routing Point is used to calculate airline mileage for
the distance-sensitive transport element charges of Switched Access
Services. Pursuant to Bellcore Practice BR795-100-100, the Routing Point
may be an end office location, or a "LEC Consortium Point of
Interconnection." The Routing Point must be in the same LATA as the
associated NPA-NXX.
1.67. "Service Control Point" ("SCP") is the node in the signaling network to
which informational requests for service handling, such as routing, are
directed and processed. The SCP is a real time database system that, based
on a query from the SSP, performs subscriber or application-specific
service logic, and then sends instructions back to the SSP on how to
continue call processing.
1.68. "Service Switching Point" ("SSP") means a Signaling Point that can launch
queries to databases and receive/interpret responses used to provide
specific customer services.
1.69. "Shared Transport" means the physical interoffice facility, not dedicated
to any one customer, that is used to transport a call between switching
offices. A central office switch translates the end user dialed digits and
routes the call over a Common Transport Trunk Group that rides interoffice
transmission facilities. These trunk groups and the associated interoffice
transmission facilities are accessible by any end user (GTE end user or
ELI end user when ELI has purchased unbundled switching), and are referred
to as "shared transport facilities."
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1.70. "Signaling Point" ("SP") means a node in the CCS network that originates
and/or receives signaling messages, or transfers signaling messages from
one signaling link to another, or both.
1.71. "Signaling System 7" ("SS7") means the signaling protocol, Version 7, of
the CCS network, based upon American National Standards Institute ("ANSI")
standards.
1.72. "Signal Transfer Point" ("STP") means a packet switch in the CCS network
that is used to route signaling messages among SSPs, SCPs and other STPs
in order to set up calls and to query databases for advanced services.
GTE's network includes mated pairs of local and regional STPs. STPs are
provided in pairs for redundancy. GTE STPs conform to ANSI T1.111-8
standards.
1.73. "Subsidiary" of a Party means a corporation or other legal entity that is
majority owned by such Party.
1.74. "Synchronous Optical Network" ("SONET") means synchronous electrical
("STS") or optical channel ("OC") connections between LECs.
1.75. "Switched Access Service" means the offering of facilities for the purpose
of the origination or termination of traffic to or from Exchange Service
customers in a given area pursuant to a switched access tariff. Switched
Access Services include: Feature Group A, Feature Group B, Feature Group
C, Feature Group D, 800 access and 900 access services.
1.76. "Telecommunications Services" means the offering of telecommunications for
a fee directly to the public, or to such classes of users as to be
effectively available directly to the public, regardless of the facilities
used.
1.77. "Third Party Contamination" means environmental pollution that is not
generated by the LEC or CLEC but results from off-site activities
impacting a facility.
1.78. "Trunk Side" refers to a central office switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity, for example, to another central office switch. Trunk
side connections offer those transmission and signaling features
appropriate for the connection of switching entities and cannot be used
for the direct connection of ordinary telephone station sets.
1.79. "Unbundled Network Elements" ("UNEs") generally means a facility or
equipment used in the provision of a Telecommunications Service. Specific
references to UNEs contained throughout this Agreement shall be to the
network elements that are to be unbundled pursuant to Article VII of this
Agreement. Such UNEs shall include the features, functions, and
capabilities that are provided by means of such facility or equipment,
including, where applicable, subscriber numbers, databases, signalling
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systems, and information sufficient for billing and collection or used in
the transmission, routing, or other provision of a Telecommunications
Service.
1.80. "Undefined Terms" means the Parties acknowledge that terms may appear in
this Agreement which are not defined and agree that any such terms shall
be construed in accordance with their customary usage in the
telecommunications industry as of the effective date of this Agreement.
1.81. "Vertical Features" (including "CLASS Features") means vertical services
and switch functionalities provided by GTE, including but not necessarily
limited to: Automatic Call Back; Automatic Recall; Call Forwarding Busy
Line/Don't Answer; Call Forwarding Don't Answer; Call Forwarding Variable;
Call Forwarding - Busy Line; Call Trace; Call Waiting; Call Number
Delivery Blocking Per Call; Calling Number Blocking Per Line; Cancel Call
Waiting; Distinctive Ringing/Call Waiting; Incoming Call Line
Identification Delivery; Selective Call Forward; Selective Call Rejection;
Speed Calling; and Three Way Calling/Call Transfer.
1.82. "Wire Center" means a building or space within a building that serves as
an aggregation point on a LEC's network, where transmission facilities and
circuits are connected or switched. "Wire center" can also denote a
building in which one or more Central Offices, used for the provision of
exchange services and access services, are located.
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ARTICLE III
GENERAL PROVISIONS
1. Scope of General Provisions. Except as may otherwise be set forth in a
---------------------------
particular Article or Appendix of this Agreement, in which case the
provisions of such Article or Appendix shall control, these General
Provisions apply to all Articles and Appendices of this Agreement.
2. Term and Termination.
--------------------
2.1 Term. Subject to the termination provisions contained in this
----
Agreement, the term of this Agreement shall be two (2) years from the
effective date established pursuant to section 33 of this Article III
and shall continue in effect for consecutive one (1) year terms until
either Party gives the other Party at least ninety (90) calendar days
written notice of termination, which termination shall be effective
at the end of the then-current term. In the event notice is given
less than 90 calendar days prior to the end of the current term, this
Agreement shall remain in effect for 90 calendar days after such
notice is received, provided, that in no case shall the term be
extended beyond 90 calendar days after the end of the current term.
2.2 Post-Termination Arrangements. Except in the case of termination as
-----------------------------
a result of either Party's default or a termination upon sale, for
service arrangements made available under this Agreement and existing
at the time of termination, those arrangements shall continue if a
Party requests negotiations for a new agreement until this Agreement
has been replaced by a new agreement, or, in the event that either
Party initiates and pursues in good faith the negotiation of a new
agreement on or before 90 days prior to the end of the then current
term, for 180 calendar days following the end of the then-current
term (as may be extended under subsection 2.1 above), whichever
occurs first. If a new agreement is not effective within 180 calendar
days following the end of the then-current term (as may be extended
under subsection 2.1 above), the existing service arrangements may
continue without interruption under (a) a new agreement voluntarily
executed by the Parties; (b) standard terms and conditions approved
and made generally effective by the Commission, if any; (c) tariff
terms and conditions made generally available to all CLECs; or (d)
any rights under Section 252(i) of the Act.
2.3 Termination Upon Default. Either Party may terminate this Agreement
------------------------
in whole or in part in the event of a default by the other Party;
provided however, that the non-defaulting Party notifies the
defaulting party in writing of the alleged default and that the
defaulting Party does not cure the alleged default within sixty (60)
calendar days of receipt of written notice thereof. Default is
defined to include:
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(a) A Party's insolvency or the initiation of bankruptcy or
receivership proceedings by or against the Party; or
(b) A Party's refusal or failure in any material respect properly to
perform its obligations under this Agreement, or the violation any of
the material terms or conditions of this Agreement.
2.4 Termination Upon Sale. Notwithstanding anything to the contrary
---------------------
contained herein, a Party may terminate this Agreement as to a
specific operating area or portion thereof of such Party if such
Party sells or otherwise transfers the area or portion thereof. The
Party shall provide the other Party with at least ninety (90)
calendar days' prior written notice of such termination, which shall
be effective on the date specified in the notice. Notwithstanding
termination of this Agreement as to a specific operating area, this
Agreement shall remain in full force and effect in the remaining
operating areas.
2.5 Liability upon Termination. Termination of this Agreement, or any
--------------------------
part hereof, for any cause shall not release either Party from any
liability which at the time of termination had already accrued to the
other Party or which thereafter accrues in any respect to any act or
omission occurring prior to the termination or from an obligation
which is expressly stated in this Agreement to survive termination.
3. Amendments. Any amendment, modification, or supplement to this Agreement
----------
must be in writing and signed by an authorized representative of each
Party. The term "this Agreement" shall include future amendments,
modifications, and supplements.
4. Assignment. Any assignment by either Party of any right, obligation, or
----------
duty, in whole or in part, or of any interest, without the written consent
of the other Party shall be void, except that either Party may assign all
of its rights, and delegate its obligations, liabilities and duties under
this Agreement, either in whole or in part, to any entity that is, or that
was immediately preceding such assignment, a Subsidiary or Affiliate of
that Party without consent, but with written notification. The
effectiveness of an assignment shall be conditioned upon the assignee's
written assumption of the rights, obligations, and duties of the assigning
Party.
5. Authority. Each person whose signature appears on this Agreement
---------
represents and warrants that he or she has authority to bind the Party on
whose behalf he or she has executed this Agreement.
6. Responsibility for Payment. All charges for Services provided under this
--------------------------
Agreement will be billed to Customer, including all applicable taxes and
surcharges. In addition, the End User Common Line (EUCL) Charge from GTOC
Tariff FCC No. 1 is applicable to Resold Services that GTE provides to ELI.
Customer is responsible for payment of charges billed regardless of any
billing arrangements or situation between Customer and its end user
customer.
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7. Billing and Payment. Except as provided elsewhere in this Agreement and
-------------------
where applicable, ELI and GTE agree to exchange all information to
accurately, reliably, and properly bill for features, functions and
services rendered under this Agreement. Such exchange will be in
conformance with MECAB and MECOD guidelines to the extent that the Parties
adhere to those guidelines as part of the billing practices used in their
normal course of business. If the Parties are unable to fully exchange the
necessary information because a Party's billing practices do not conform
with MECAB or MECOD guidelines, the Parties will negotiate a mutually
acceptable alternative means of exchanging the information.
7.1 Dispute. If one Party disputes a billing statement issued by the
-------
other Party, the billed Party shall notify Provider in writing
regarding the nature and the basis of the dispute within six (6)
months of the statement date or the dispute shall be waived. The
Parties shall diligently work toward resolution of all billing issues
on an informal basis and, if such efforts are unsuccessful, either
Party may seek to resolve the dispute through the dispute resolution
procedures in Section 14 of this Article. The billed Party may
withhold payment of disputed funds billed by Provider. The funds,
plus accumulated interest, shall be dispersed to the proper Party or
Parties upon resolution of the dispute.
7.2 Late Payment Charge. If any undisputed amount due on the billing
-------------------
statement is not received by Provider on the payment due date,
Provider may charge, and Customer agrees to pay, at Provider's option,
interest on the past due balance at a rate equal to the lesser of the
interest rates set forth in the applicable GTE/Contel state access
tariffs or the GTOC/GSTC FCC No. 1 tariff, one and one-half percent (1
1/2%) per month or the maximum nonusurious rate of interest under
applicable law. Late payment charges shall be included on the next
statement.
7.3 Due Date. Payment is due 30 calendar days from the bill date.
--------
7.4 Audits. Either Party may conduct an audit of the other Party's books
------
and records pertaining to the Services provided under this Agreement,
no more frequently than once per twelve (12) month period, to evaluate
the other Party's accuracy of billing, data and invoicing in
accordance with this Agreement. Any audit shall be performed as
follows: (i) following at least thirty (30) Business Days' prior
written notice to the audited Party; (ii) subject to the reasonable
scheduling requirements and limitations of the audited Party: (iii) at
the auditing Party's sole cost and expense; (iv) of a reasonable scope
and duration; (v) in a manner so as not to interfere with the audited
Party's business operations; and (vi) in compliance with the audited
Party's security rules.
8. Binding Effect. This Agreement shall be binding on and inure to the
--------------
benefit of the respective successors and permitted assigns of the Parties.
III-3
<PAGE>
9. Capacity Planning and Forecasting. Within thirty (30) days from the
---------------------------------
Effective Date of this Agreement, the Parties agree to meet and develop
joint planning and forecasting responsibilities which are applicable to
Local Services, including Features, Network Elements, INP, Interconnection
Services, Collocation, Poles, Conduits and Rights of Way (ROW). Such
responsibilities shall include but are not limited to the following:
(a) The Parties will establish periodic reviews of network and technology
plans and will make best efforts to notify one another at least six (6)
months in advance of changes that would impact either Party's provision of
services.
(b) ELI will furnish to GTE information that provides for state-wide
annual forecasts of order activity, in-service quantity forecasts, and
facility/demand forecasts.
(c) The Parties will develop joint forecasting responsibilities for
traffic utilization over trunk groups and yearly forecasted trunk
quantities.
(d) ELI shall notify GTE promptly of changes to current forecasts
(increase or decrease) that generate a shift in the demand curve for the
following forecasting period.
10. Compliance with Laws and Regulations. Each Party shall comply with all
------------------------------------
federal, state, and local statutes, regulations, rules, ordinances,
judicial decisions, and administrative rulings applicable to its
performance under this Agreement.
11. Confidential Information.
------------------------
11.1 Identification. Either Party may disclose to the other proprietary
--------------
or confidential customer, technical, or business information in
written, graphic, oral or other tangible or intangible forms
("Confidential Information"). In order for information to be
considered Confidential Information under this Agreement, it must be
marked "Confidential" or "Proprietary," or bear a marking of similar
import. Orally or visually disclosed information shall be deemed
Confidential Information only if contemporaneously identified as such
and reduced to writing and delivered to the other Party with a
statement or marking of confidentiality within thirty (30) calendar
days after oral or visual disclosure.
Notwithstanding the foregoing, preorders and all orders for Services
or network elements placed by ELI pursuant to this Agreement, and
information that would constitute customer proprietary network
information of ELI end user customers pursuant to the Act and the
rules and regulations of the FCC, as well as recorded usage
information with respect to ELI end users, whether disclosed by ELI
to GTE or otherwise acquired by GTE in the course of its performance
under this Agreement, and where GTE is the NANP Number Plan
Administrator, ELI information submitted to GTE in connection with
such responsibilities shall be deemed Confidential Information of ELI
for all purposes under this Agreement whether or not specifically
marked or designated as confidential or proprietary.
III-4
<PAGE>
11.2 Handling. In order to protect such Confidential Information from
--------
improper disclosure, each Party agrees:
(a) That all Confidential Information shall be and shall remain the
exclusive property of the Party that disclosed the Confidential
Information ("Source");
(b) To limit access to such Confidential Information to authorized
employees who have a need to know the Confidential Information for
performance of this Agreement;
(c) To keep such Confidential Information confidential and to use
the same level of care to prevent disclosure or unauthorized use of
the received Confidential Information as it exercises in protecting
its own Confidential Information of a similar nature;
(d) Not to copy, publish, or disclose such Confidential Information
to others or authorize anyone else to copy, publish, or disclose such
Confidential Information to others without the prior written approval
of the Source;
(e) To return promptly any copies of such Confidential Information
to the Source at its request; and
(f) To use such Confidential Information only for purposes of
fulfilling work or services performed hereunder and for other
purposes only upon such terms as may be agreed upon between the
Parties in writing.
11.3 Exceptions. These obligations shall not apply to any Confidential
----------
Information that was legally in the recipient's possession prior to
receipt from the Source, was received in good faith from a Third
Party not subject to a confidential obligation to the Source, now is
or later becomes publicly known through no breach of confidential
obligation by the recipient, was developed by the recipient without
the developing persons having access to any of the Confidential
Information received in confidence from the Source, or that is
required to be disclosed pursuant to subpoena or other process issued
by a court or administrative agency having appropriate jurisdiction,
provided, however, that the recipient shall give prior notice to the
Source and shall reasonably cooperate if the Source deems it
necessary to seek protective arrangements.
11.4 Survival. The obligation of confidentiality and use with respect to
--------
Confidential Information disclosed by one Party to the other shall
survive any termination of this Agreement for a period of three (3)
years from the date of the initial disclosure of the Confidential
Information.
III-5
<PAGE>
12. Consent. Where consent, approval, or mutual agreement is required of a
-------
Party, it shall not be unreasonably withheld or delayed.
13. Cooperation on Fraud Minimization. Each Party assumes responsibility for
---------------------------------
all fraud associated with its end user customers and accounts. Neither
Party shall have responsibility for, or be required to investigate or make
adjustments to the other Party's account in cases of fraud. The Parties
agree that they shall cooperate with one another to resolve cases of fraud.
The Parties' fraud minimization procedures are to be cost effective and
implemented so as not to unduly burden or harm one Party as compared to the
other.
14. Dispute Resolution.
------------------
14.1 Alternative to Litigation. Except as provided under Section 252 of
-------------------------
the Act with respect to the approval of this Agreement by the
Commission, the Parties desire to resolve disputes arising out of or
relating to this Agreement without litigation. Accordingly, except
for action seeking a temporary restraining order or an injunction
related to the purposes of this Agreement, or suit to compel
compliance with this dispute resolution process, the Parties agree to
use the following alternative dispute resolution procedures as their
preferred remedy with respect to any controversy or claim arising out
of or relating to this Agreement or its breach; provided, however,
that in the event the negotiations referenced in Section 14.2 below do
not resolve the dispute within sixty (60) Business Days (or five (5)
Business Days as provided in Section 14.4) of the initial written
request, either Party may elect, before filing a claim or response in
arbitration (as the case may be) to submit an otherwise arbitrable
dispute to the Commission, the FCC, or a court of appropriate
jurisdiction.
14.2 Negotiations. At the written request of a Party, each Party will
------------
appoint a knowledgeable, responsible representative to meet and
negotiate in good faith to resolve any dispute arising out of or
relating to this Agreement. The Parties intend that these
negotiations be conducted by non-lawyer, business representatives.
The location, format, frequency, duration, and conclusion of these
discussions shall be left to the discretion of the representatives.
Upon agreement, the representatives may utilize other alternative
dispute resolution procedures such as mediation to assist in the
negotiations. Discussions and correspondence among the
representatives for purposes of these negotiations shall be treated as
confidential information developed for purposes of settlement, exempt
from discovery, and shall not be admissible in the arbitration
described below or in any lawsuit without the concurrence of all
Parties. Documents identified in or provided with such
communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise discoverable,
be discovered or otherwise admissible, be admitted in evidence, in the
arbitration or lawsuit.
III-6
<PAGE>
14.3 Arbitration. Subject to Section 14.1 above, if the negotiations do
-----------
not resolve the dispute within sixty (60) Business Days of the
initial written request, the dispute shall be submitted to binding
arbitration by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association except that
the Parties may select an arbitrator outside American Arbitration
Association rules upon mutual agreement. A Party may demand such
arbitration in accordance with the procedures set out in those rules.
Discovery shall be controlled by the arbitrator and shall be
permitted to the extent set out in this section. Each Party may
submit in writing to a Party, and that Party shall so respond to, a
maximum of any combination of thirty-five (35) (none of which may
have subparts) of the following: interrogatories, demands to produce
documents, or requests for admission. Each Party is also entitled to
take the oral deposition of one individual of another Party.
Additional discovery may be permitted upon mutual agreement of the
Parties. The arbitration hearing shall be commenced within sixty (60)
Business Days of the demand for arbitration. The arbitration shall be
held in a mutually agreeable city. The arbitrator shall control the
scheduling so as to process the matter expeditiously. The Parties may
submit written briefs. The arbitrator shall rule on the dispute by
issuing a written opinion within thirty (30) Business Days after the
close of hearings. The times specified in this section may be
extended upon mutual agreement of the Parties or by the arbitrator
upon a showing of good cause. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
14.4 Expedited Arbitration Procedures. If the issue to be resolved
--------------------------------
through the negotiations referenced in Section 14.2 directly and
materially affects service to either Party's end user customers, then
the period of resolution of the dispute through negotiations before
the dispute is to be submitted to binding arbitration or other legal
recourse as provided in Section 14.1 shall be five (5) Business Days.
Once such a service affecting dispute is submitted to arbitration,
the arbitration shall be conducted pursuant to the expedited
procedures rules of the Commercial Arbitration Rules of the American
Arbitration Association (i.e., rules 53 through 57).
14.5 Costs. Each Party shall bear its own costs of these procedures,
-----
including the costs of responding to reasonable discovery. If the
arbitrator finds that a Party's discovery requests require the
responding Party to undertake unreasonable or unnecessarily
burdensome efforts or expense, the Party seeking discovery shall
reimburse the responding Party the costs of production of documents
in response to such requests (including search time and reproduction
costs). The Parties shall equally split the fees of the arbitration
and the arbitrator.
14.6 Continuous Service. The Parties shall continue providing services to
------------------
each other during the pendency of any dispute resolution procedure,
and the Parties shall continue to perform their obligations
(including making payments in accordance with Article IV, Section 4)
in accordance with this Agreement.
III-7
<PAGE>
15. Entire Agreement. This Agreement constitutes the entire agreement of the
----------------
Parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements, negotiations, proposals, and representations, whether
written or oral, and all contemporaneous oral agreements, negotiations,
proposals, and representations concerning such subject matter. No
representations, understandings, agreements, or warranties, expressed or
implied, have been made or relied upon in the making of this Agreement
other than those specifically set forth herein.
16. Expenses. Except as specifically set out in this Agreement, each Party
--------
shall be solely responsible for its own expenses involved in all activities
related to the subject of this Agreement.
17. Force Majeure. In the event performance of this Agreement, or any
-------------
obligation hereunder, is either directly or indirectly prevented,
restricted, or interfered with by reason of fire, flood, earthquake or like
acts of God, wars, revolution, civil commotion, explosion, acts of public
enemy, embargo, acts of the government in its sovereign capacity, labor
difficulties, including without limitation, strikes, slowdowns, picketing,
or boycotts, unavailability of equipment from vendor through no fault of
the Party responsible for obtaining that equipment, changes requested by
Customer, or any other circumstances beyond the reasonable control and
without the fault or negligence of the Party affected, the Party affected,
upon giving prompt notice to the other party, shall be excused from such
performance on a day-to-day basis to the extent of such prevention,
restriction, or interference (and the other Party shall likewise be excused
from performance of its obligations on a day-to-day basis until the delay,
restriction or interference has ceased); provided however, that the Party
so affected shall use diligent efforts to avoid or remove such causes of
nonperformance and both Parties shall proceed whenever such causes are
removed or cease.
18. Good Faith Performance. In the performance of their obligations under this
----------------------
Agreement, the Parties shall act in good faith. In situations in which
notice, consent, approval or similar action by a Party is permitted or
required by any provision of this Agreement, such action shall not be
unreasonably delayed, withheld or conditioned. In addition, each Party
shall be responsible for labor relations with its own employees. As soon
as practicable, a Party experiencing labor difficulties with its employees
that either directly or indirectly are delaying or otherwise interfering
with that Party's timely performance under this Agreement shall notify the
other Party and shall minimize impairment of service to the other Party at
least to the same extent that the Party minimizes impairment of service to
its own end-user customers, affiliates, and other carriers.
19. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the domestic laws of the state where the Services are
provided or the facilities reside.
20. Standard Practices. The Parties acknowledge that GTE shall be adopting some
------------------
industry standard approaches and/or establishing its own standard
approaches to various
III-8
<PAGE>
requirements hereunder applicable to CLEC industry which may be added in
the Guide. ELI agrees that GTE may implement such approaches to satisfy any
GTE obligations under this Agreement, to the extent that these approaches
are otherwise consistent with this Agreement and the nondiscrimination
requirements of the Act. GTE will provide advanced notification to ELI of
any material changes in procedures contained in the Guide. Notification may
be accomplished via standard industry notification processes, GTE's
internet site, or other appropriate means. ELI may request to be included
on a standard electronic mail distribution list to be alerted to any
changes identified on GTE's internet site.
21. Headings. The headings in this Agreement are inserted for convenience and
--------
identification only and shall not be considered in the interpretation of
this Agreement.
22. Independent Contractor Relationship. The persons who implement this
-----------------------------------
Agreement on behalf of each Party shall be solely that Party's employees or
contractors and shall be under the sole and exclusive direction and control
of that Party. They shall not be considered employees or contractors of
the other Party for any purpose. Each Party shall remain an independent
contractor with respect to the other and shall be responsible for
compliance with all laws, rules and regulations involving, but not limited
to, employment of labor, hours of labor, health and safety, working
conditions and payment of wages. Each Party shall also be responsible for
payment of taxes, including federal, state and municipal taxes, chargeable
or assessed with respect to its employees, such as Social Security,
unemployment, workers' compensation, disability insurance, and federal and
state withholding. Each Party shall indemnify the other for any loss,
damage, liability, claim, demand, or penalty that may be sustained by
reason of its failure to comply with this provision.
23. Law Enforcement Interface.
-------------------------
23.1 Except to the extent not available in connection with GTE's operation
of its own business, GTE shall provide seven day a week/twenty-four
hour a day assistance to law enforcement persons for emergency traps,
assistance involving emergency traces and emergency information
retrieval on customer invoked CLASS services, including, without
limitation, call traces requested by ELI.
23.2 GTE agrees to work jointly with ELI in security matters to support
law enforcement agency requirements for taps, traces, court orders,
etc. Charges for providing such services for ELI Customers will be
billed to ELI.
23.3 GTE will, in non emergency situations, inform the requesting law
enforcement agencies that the end-user to be wire tapped, traced,
etc. is an ELI Customer and shall refer them to ELI.
24. Liability and Indemnity.
-----------------------
III-9
<PAGE>
24.1 Indemnification. Subject to the limitations set forth in Section
---------------
24.4 of this Article III, each Party agrees to release, indemnify,
defend, and hold harmless the other Party from all losses, claims,
demands, damages, expenses, suits, or other actions, or any liability
whatsoever, including, but not limited to, costs and attorney's fees,
whether suffered, made, instituted, or asserted by any other party or
person, for invasion of privacy, personal injury to or death of any
person or persons, or for losses, damages, or destruction of
property, whether or not owned by others, proximately caused by the
indemnifying Party's negligence or willful misconduct, regardless of
form of action. The indemnified Party agrees to notify the other
Party promptly, in writing, of any written claims, lawsuits, or
demands for which it is claimed that the indemnifying Party is
responsible under this Section and to cooperate in every reasonable
way to facilitate defense or settlement of claims. The indemnifying
Party shall have complete control over defense of the case and over
the terms of any proposed settlement or compromise thereof. The
indemnifying Party shall not be liable under this Section for
settlement by the indemnified Party or any claim, lawsuit, or demand,
if the indemnifying Party has not approved the settlement in advance,
unless the indemnifying Party has had the defense of the claim,
lawsuit, or demand tendered to it in writing and has failed to assume
such defense. In the event of such failure to assume defense, the
indemnifying Party shall be liable for any reasonable settlement made
by the indemnified Party without approval of the indemnifying Party.
24.2 End User and Content-Related Claims. Each Party agrees to release,
-----------------------------------
indemnify, defend, and hold harmless the other Party, its affiliates,
and any third-party provider or operator of facilities involved in
the provision of Services, Unbundled Network Elements or Facilities
under this Agreement (collectively, the "Indemnified Party") from all
losses, claims, demands, damages, expenses, suits, or other actions,
or any liability whatsoever, including, but not limited to, costs and
attorney's fees, suffered, made, instituted, or asserted by either
Party's end users against an Indemnified Party arising from Services,
Unbundled Network Elements or Facilities. Each Party further agrees
to release, indemnify, defend, and hold harmless the Indemnified
Party from all losses, claims, demands, damages, expenses, suits, or
other actions, or any liability whatsoever, including, but not
limited to, costs and attorney's fees, suffered, made, instituted, or
asserted by any Third Party against an Indemnified Party arising from
or in any way related to actual or alleged defamation, libel,
slander, interference with or misappropriation of proprietary or
creative right, or any other injury to any person or property arising
out of content transmitted by the Indemnified Party or such Party's
end users, or any other act or omission of the Indemnified Party or
such Party's end users.
24.3 DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
----------
AGREEMENT, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES TO
CUSTOMER CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, UNBUNDLED
NETWORK
III-10
<PAGE>
ELEMENTS OR FACILITIES PROVIDED UNDER THIS AGREEMENT. PROVIDER
DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.
24.4 Limitation of Liability. Each Party's liability, whether in
-----------------------
contract, tort or otherwise, shall be limited to direct damages,
which shall not exceed the monthly charges for the Services,
Unbundled Network Elements or facilities for the month during which
the claim of liability arose. Under no circumstance shall either
Party be responsible or liable for indirect, incidental, or
consequential damages, including, but not limited to, economic loss
or lost business or profits, damages arising from the use or
performance of equipment or software, or the loss of use of software
or equipment, or any accessories attached thereto, delay, error, or
loss of data. Should either Party provide advice, make
recommendations, or supply other analysis related to the Services,
unbundled network elements or facilities described in this Agreement,
this limitation of liability shall apply to provision of such advice,
recommendations, and analysis.
24.5 Intellectual Property. Neither Party shall have any obligation to
---------------------
defend, indemnify or hold harmless, or acquire any license or right
for the benefit of, or owe any other obligation or have any liability
to, the other based on or arising from any claim, demand, or
proceeding by any Third Party alleging or asserting that the use of
any circuit, apparatus, or system, or the use of any software, or the
performance of any service or method, or the provision or use of any
facilities by either Party under this Agreement constitutes direct or
contributory infringement, or misuse or misappropriation of any
patent, copyright, trademark, trade secret, or any other proprietary
or intellectual property right of any Third Party.
25. Multiple Counterparts. This Agreement may be executed in multiple
---------------------
counterparts, each of which shall be deemed an original, but all of which
shall together constitute but one and the same document.
26. No Offer. This Agreement will be effective only upon execution and
--------
delivery by both Parties and approval by the Commission in accordance with
Section 252 of the Act.
27. No Third Party Beneficiaries. Except as may be specifically set forth in
----------------------------
this Agreement, this Agreement does not provide and shall not be construed
to provide third parties with any remedy, claim, liability, reimbursement,
cause of action, or other right or privilege.
28. Notices. Any notice to a Party required or permitted under this Agreement
-------
shall be in writing and shall be deemed to have been received on the date
of service if served personally, on the date receipt is acknowledged in
writing by the recipient if delivered by regular U.S. mail, or on the date
stated on the receipt if delivered by certified or registered mail or by a
courier service that obtains a written receipt. Upon prior immediate oral
III-11
<PAGE>
agreement of the parties' designated recipients identified below, notice
may also be provided by facsimile, internet or electronic messaging system,
which shall be effective if sent before 5:00 p.m., recipient's local time,
on that day, or if sent after 5:00 p.m., recipient's local time, it will be
effective on the next Business Day following the date sent. Any notice
shall be delivered using one of the alternatives mentioned in this section
and shall be directed to the applicable address indicated below or such
address as the Party to be notified has designated by giving notice in
compliance with this section:
If to GTE: GTE Northwest Incorporated
Attention: Assistant Vice President/Associate General
Counsel Service Corporation
600 Hidden Ridge, HQEWMNOTICES
Irving, Texas 75038
Telephone number: 972/718-6361
Facsimile number: 972/718-3404
And
GTE Northwest Incorporated
Attention: Director-Wholesale Contract Compliance
Network Services
600 Hidden Ridge - HQEWMNOTICES
Irving, TX 75038
Telephone number: 972/718-5988
Facsimile number: 972/718-1519
If to ELI: Electric Lightwave, Inc.
Attention: Susan McAdams
Vice President, Government and External Affairs
4400 NE 77/th/ Avenue,
Vancouver, WA
Telephone number: 360-816-3236
Facsimile number: 360-816-3821
29. Protection.
----------
29.1 Impairment of Service. The characteristics and methods of operation
---------------------
of any circuits, facilities or equipment of either Party connected
with the services, facilities or equipment of the other Party
pursuant to this Agreement shall not interfere with or impair service
over any facilities of the other Party, its affiliated companies, or
its connecting and concurring carriers involved in its services,
cause damage to their plant, violate any applicable law or regulation
regarding the invasion of privacy of any communications carried over
the Party's facilities or create hazards to the employees of either
Party or to the public (each hereinafter referred to as an
"Impairment of Service").
III-12
<PAGE>
29.2 Resolution. If either Party causes an Impairment in Service, the
----------
Party whose network or service is being impaired (the "Impaired
Party") shall promptly notify the Party causing the Impairment of
Service (the "Impairing Party") of the nature and location of the
problem and that, unless promptly rectified, a temporary
discontinuance of the use of any circuit, facility or equipment may
be required. The Impairing Party and the Impaired Party agree to work
together to attempt to promptly resolve the Impairment of Service. If
the Impairing Party is unable to promptly remedy the Impairment of
Service, then the Impaired Party may at its option temporarily
discontinue the use of the affected circuit, facility or equipment.
30. Publicity. Any news release, public announcement, advertising, or any form
---------
of publicity pertaining to this Agreement, provision of Services, Unbundled
Network Elements or Facilities pursuant to it, or association of the
Parties with respect to provision of the services described in this
Agreement, for promotional or other commercial purposes shall be subject to
prior written approval of both GTE and ELI.
31. Regulatory Agency Control. This Agreement shall at all times be subject to
-------------------------
changes, modifications, orders, and rulings by the Federal Communications
Commission and/or the applicable state utility regulatory commission to the
extent the substance of this Agreement is or becomes subject to the
jurisdiction of such agency.
32. Changes in Legal Requirements. GTE and ELI further agree that the terms
-----------------------------
and conditions of this Agreement were composed in order to effectuate the
legal requirements in effect at the time the Agreement was produced. Any
modifications to those requirements that subsequently may be prescribed by
final and effective action of any federal, state, or local governmental
authority will be deemed to automatically supersede any terms and
conditions of this Agreement. Notwithstanding this section, neither Party
waives any rights it otherwise has to dispute any action taken or not taken
by the other Party in reliance on this section 32.
33. Effective Date. This Agreement will be effective upon approval by the
--------------
Commission in accordance with Section 252 of the Act. If this Agreement or
changes or modifications thereto are subject to approval of a regulatory
agency, the "effective date" of this Agreement for such purposes will be
the date of such approval. Such date shall become the "effective date" of
this Agreement for all purposes, except that ELI shall not submit LSR
orders for resold services or unbundled network elements under the rates,
terms, and conditions of this Agreement before the tenth business day after
the effective date of the Agreement.
34. Regulatory Matters. Each Party shall be responsible for obtaining and
------------------
keeping in effect all their own FCC, state regulatory commission, franchise
authority and other regulatory approvals that may be required in connection
with the performance of its obligations under this Agreement.
III-13
<PAGE>
35. Rule of Construction. No rule of construction requiring interpretation
--------------------
against the drafting party hereof shall apply in the interpretation of this
Agreement.
36. Section References. Except as otherwise specified, references within an
------------------
Article of this Agreement to a Section refer to Sections within that same
Article.
37. Service Standards.
-----------------
37.1 The Parties hereby acknowledge the exchange of Performance Measures
as described in Appendix 37A. The Performance Measures detail the
areas of performance to be tracked and reported in accordance with
the provision of services under the terms and conditions of this
Agreement. The results of these Performance Measures shall be used to
indicate the level of quality of service GTE provides to ELI. The
service quality standards included in Appendix 37A reflect the
standards that GTE currently makes available to all CLECs. By
agreeing to include those standards in Appendix 37A, ELI does not
agree that GTE's compliance with those standards necessarily
satisfies GTE's obligations under the Act or state law, and ELI
reserves the right to dispute whether the service quality GTE
provides to ELI complies with the Act or state law, regardless of
whether that service quality complies with the standards in Appendix
37A. GTE will make available to ELI, upon request to its GTE Account
Manager, the CLEC Aggregate report and the monthly ELI Profile report
with comparisons in performance compiled on a monthly, rolling three-
month and year-to-date basis. The monthly ELI Profile report will
provide ELI specific performance data.
37.2 Each Party may provide input to the Commission, the FCC, and various
telecommunications industry forums defining or establishing national
or state-specific standards for methods of quality measurement,
reporting, and remedies. The Parties agree that the Performance
Measures identified in Section 37.1 of this Article are provisional,
subject to expansion by GTE and evolution within the industry. The
Parties further agree that such Performance Measures are subject to
further modification by final and binding orders, rules, and
decisions of the Commission and/or FCC thereby defining or
establishing national or state-specific standards for methods of
quality measurement, reporting, and remedies.
37.3 Subsequent to GTE's adoption and system implementation of applicable
industry, Commission, or FCC standards, measurements, reporting, and
remedies, the Parties shall implement those new and/or modified
requirements as they continue to evolve. In doing so, the Parties
agree that the Performance Measures identified in Section 37.1 of
this Article shall be replaced in their entirety.
37.4 The Parties shall notify each other of any network events that can
result or have resulted in service interruption, blocked calls,
and/or changes in network performance. Such notification, however,
shall not relieve either Party of its obligations or responsibilities
under this Agreement or applicable law.
III-14
<PAGE>
38. Severability. If any provision of this Agreement is held by a court or
------------
regulatory agency of competent jurisdiction to be unenforceable, the rest
of the Agreement shall remain in full force and effect and shall not be
affected unless removal of that provision results in a material change to
this Agreement. If a material change as described in this paragraph occurs
as a result of final and effective action by a court or regulatory agency,
the Parties shall negotiate in good faith for replacement language. If
replacement language cannot be agreed upon within a reasonable period,
either Party may terminate this Agreement without penalty or liability for
such termination upon written notice to the other Party. To the extent not
inconsistent with this section 38, the Parties' existing service
arrangements may continue without interruption under (a) a new agreement
voluntarily executed by the Parties; (b) standard terms and conditions
approved and made generally effective by the Commission, if any; (c) tariff
terms and conditions made generally available to all CLECs; or (d) any
rights under Section 252(i) of the Act.
39. Subcontractors. Provider may enter into subcontracts with third parties or
--------------
affiliates for the performance of any of Provider's duties or obligations
under this Agreement.
40. Subsequent Law. The terms and conditions of this Agreement shall be
--------------
subject to any and all applicable laws, rules, or regulations that
subsequently may be prescribed by final and effective action of any
federal, state or local governmental authority. To the extent required by
any such subsequently prescribed law, rule, or regulation, the Parties
agree to modify, in writing, the affected term(s) and condition(s) of this
Agreement to bring them into compliance with such law, rule, or regulation.
41. Taxes. Any federal, state or local taxes (excluding any taxes levied on
-----
income), fee, surcharge, or other tax-like charge imposed, or sought to be
imposed, on or with respect to the services provided under this Agreement
shall be borne by the Party upon which the obligation for payment is
imposed under applicable law, even if the obligation to collect and remit
such taxes is placed upon the other Party. The collecting Party shall
charge and collect from the obligated Party, and the obligated Party agrees
to pay to the collecting Party, all applicable taxes, except to the extent
that the obligated Party notifies the collecting Party and provides to the
collecting Party appropriate documentation that qualifies the obligated
Party for a full or partial exemption. Any such taxes shall be shown as
separate items on applicable billing documents between the Parties. The
obligated Party may contest the same in good faith, at its own expense, and
shall be entitled to the benefit of any refund or recovery, provided that
such Party shall not permit any lien to exist on any asset of the other
Party by reason of the contest. The collecting Party shall cooperate in
any such contest by the other Party. The other Party will indemnify the
collecting Party from any sales or use taxes that may be subsequently
levied on payments by the other Party by the collecting Party.
41.1 Tax - A charge which is statutorily imposed by the state or local
jurisdiction and is either (a) imposed on the seller with the seller
having the right or responsibility to pass the charge(s) on to the
purchaser and the seller is responsible for remitting
III-15
<PAGE>
the charge(s) to the state or local jurisdiction or (b) imposed on
the purchaser with the seller having an obligation to collect the
charge(s) from the purchaser and remit the charge(s) to the state or
local jurisdiction.
Taxes shall include but not be limited to: federal excise tax,
state/local sales and use tax, state/local utility user tax,
state/local telecommunication excise tax, state/local gross receipts
tax, and local school taxes. Taxes shall not include income, income-
like, gross receipts on the revenue of a provider, or property taxes.
Taxes shall not include payroll withholding taxes unless specifically
required by statute or ordinance.
41.2 Fees/Regulatory Surcharges - A charge imposed by a regulatory
authority, other agency, or resulting from a contractual obligation,
in which the seller is responsible or required to collect the
fee/surcharge from the purchaser and the seller is responsible for
remitting the charge to the regulatory authority, other agency, or
contracting party.
Fees/Regulatory Surcharges shall include but not be limited to
E911/911, E311/311, franchise fees, Lifeline, universal service,
Telecommunications Relay Service, and Commission surcharges.
42. Trademarks and Trade Names. Except as specifically set out in this
--------------------------
Agreement, nothing in this Agreement shall grant, suggest, or imply any
authority for one Party to use the name, trademarks, service marks, or
trade names of the other for any purpose whatsoever.
43. Waiver. The failure of either Party to insist upon the performance of any
------
provision of this Agreement, or to exercise any right or privilege granted
to it under this Agreement, shall not be construed as a waiver of such
provision or any provisions of this Agreement, and the same shall continue
in full force and effect.
44. Environmental Responsibility.
----------------------------
44.1 GTE and ELI agree to comply with applicable federal, state and local
environmental and safety laws and regulations including U.S.
Environmental Protection Agency (EPA) regulations issued under the
Clean Air Act, Clean Water Act, Resource Conservation and Recovery
Act, Comprehensive Environmental Response, Compensation and Liability
Act, Superfund Amendments and Reauthorization Act and the Toxic
Substances Control Act and OSHA regulations issued under the
Occupational Safety and Health Act of 1970 ("EH&S Laws"). Each Party
has the responsibility to notify the other if Compliance inspections
occur and/or citations are issued that impact any aspect of this
Agreement such as occurring on a LEC Facility or involving ELI
potential employee exposure.
III-16
<PAGE>
44.2 GTE and ELI shall provide notice of known and recognized physical
hazards or hazardous chemicals that must include providing Material
Safety Data Sheets (MSDSs) for materials existing on site or brought
on site to the Facility. Each Party is required to provide specific
notice for potential imminent danger conditions which could include,
but is not limited to, a defective utility pole or significant
petroleum contamination in a manhole.
44.3 GTE will make available additional environmental control or safety
procedures for ELI to review and follow when working at a GTE
Facility. Providing these procedures, beyond government regulatory
Compliance requirements, is the decision of GTE. These
practices/procedures will represent the regular work practices
required to be followed by the employees and contractors of GTE for
safety and environmental protection.
44.4 Any materials brought, used or remaining at the Facility by ELI are
owned by ELI. ELI will indemnify GTE for these materials. No
substantial new safety or environmental hazards can be created or new
hazardous materials can be used at a GTE Facility. ELI must
demonstrate adequate emergency response capabilities for its
materials used or remaining at the GTE Facility.
44.5 If Third Party contamination is discovered at a GTE Facility, the
Party uncovering the condition must notify the proper safety or
environmental authorities, to the extent required under EH&S laws.
ELI will consult with GTE prior to making the notification, unless
the time required for prior consultation would preclude ELI from
complying with the applicable reporting requirement. ELI must also
notify GTE of Third Party contamination it discovers at GTE
facilities.
44.6 ELI should obtain and use its own environmental permits, approvals,
or identification numbers, to the extent such permits, approvals, or
identification numbers are required under applicable EH&S Laws. If
the relevant regulatory authority refuses to issue a separate permit,
approval, or identification number to ELI, then GTE's permit,
approval, or identification number may be used, and ELI must comply
with all of GTE's environmental practices/procedures relating to the
activity in question, including use of environmental "best management
practices (BMP)" and/or selection of disposition vendors and disposal
sites in accordance with GTE's selection criteria.
44.7 ELI visitors must comply with GTE security, fire safety, safety,
environmental and building practices/codes including equivalent
employee training when working in GTE facilities.
44.8 GTE and ELI shall coordinate plans or information required to be
submitted to government agencies, such as emergency response plans
and community reporting. If fees are associated with filing, GTE and
ELI must develop a cost sharing procedure.
III-17
<PAGE>
44.9 Notwithstanding Section 23, with respect to environmental
responsibility under this Section 44, GTE and ELI shall indemnify,
defend and hold harmless the other party from and against any claims
(including, without limitation, Third Party claims for personal
injury or real or personal property damage), judgments, damages
(including direct and indirect damage, and punitive damages),
penalties, fines, forfeitures, cost, liabilities, interest and losses
proximately caused by the indemnifying Party's negligent or willful
misconduct regardless of form, or in connection with the violation or
alleged violation of any applicable requirement with respect to the
presence or alleged presence of contamination arising out of the
indemnifying party's acts or omissions concerning its operations at
the Facility.
44.10 Activities impacting safety or the environment of a Right of Way must
be harmonized with the specific agreement and the relationship
between GTE and the private land owner. This could include
limitations on equipment access due to environmental conditions
(e.g., wetland area with equipment restrictions).
45. TBD Prices. Numerous provisions in this Agreement and its Attachments
----------
refer to pricing principles. If a provision references prices in an
Attachment and there are no corresponding prices in such Attachment, such
price shall be considered "To Be Determined" ("TBD"). With respect to all
TBD prices, prior to ELI ordering any such TBD item, the Parties shall meet
and confer to establish a price. If the Parties are unable to reach
agreement on a price for such item, an interim price shall be set for such
item that is equal to the price for the nearest analogous item for which a
price has been established (for example, if there is not an established
price for a non recurring charge ("NRC") for a specific network element,
the Parties would use the NRC for the most analogous retail service for
which there is an established price). Any interim prices so set shall be
subject to modification by any subsequent decision of the Commission. If
an interim price is different from the rate subsequently established by the
Commission, any underpayment shall be paid by ELI to GTE, and any
overpayment shall be refunded by GTE to ELI, within 45 Business Days after
the establishment of the price by the Commission.
46. Amendment of Certain Rates, Terms, and Conditions. The rates, terms, and
-------------------------------------------------
conditions in this Agreement that are specified in Attachment 46A (the
"AT&T Terms") were taken from the GTE/ AT&T Interconnection, Resale and
Unbundling Agreement (the AT&T Agreement) approved by the Commission in
Order No. 99-028 in Docket No. ARB 5. The rates, terms, and conditions not
included in this Agreement but referenced in Attachment 46B (the "GTE
Terms") were excluded from the AT&T Agreement by the Commission in Docket
No. ARB 5. GTE and ELI agree that if the "AT&T Terms" are deemed to be
unlawful, or are stayed, enjoined or otherwise modified, in whole or in
part, by a court or commission of competent jurisdiction, then this
Agreement shall be deemed to have been amended accordingly, by modification
of the "AT&T Terms" or, as appropriate, the substitution of "GTE Terms" for
all stayed and enjoined "AT&T Terms",
III-18
<PAGE>
and such amendments shall be effective retroactive to the Effective Date of
this Agreement.
GTE and ELI further agree that the terms and conditions of this Agreement
reflect certain requirements of the FCC's First Report and Order in CC
Docket No. 96-98. The terms and conditions of this Agreement shall be
subject to any and all actions by any court or other governmental authority
that invalidate, stay, vacate or otherwise modify or reinstate the FCC's
First Report and Order, in whole or in part ("Action"). To the extent
warranted by any such Action, the Parties agree that this Agreement shall
be deemed to have been modified accordingly as in the first paragraph of
this Section 46. The Parties agree to immediately apply any affected terms
and conditions, including any in other sections and articles of this
Agreement, consistent with such Action, and within a reasonable time
incorporate such modified terms and conditions in writing into the
Agreement. If the "AT&T Terms" are affected by such Action and they cannot
be applied in a manner consistent with that Action, the "GTE Terms" shall
apply. ELI acknowledges that GTE may seek to enforce such Action before a
commission or court of competent jurisdiction. GTE does not waive any
position regarding the illegality or inappropriateness of the FCC's First
Report and Order.
The rates, terms and conditions (including rates which may be applicable
under true-up) specified in both the "GTE Terms" and the "AT&T Terms" are
further subject to amendment to provide for charges or rate adjustments
resulting from future Commission or other proceedings, including but not
limited to any generic proceeding to determine GTE's unrecovered costs
(e.g., historic costs, contribution, undepreciated reserve deficiency, or
similar unrecovered GTE costs (including GTE's end user surcharge), the
establishment of a competitively neutral universal service system, or any
appeal or other litigation. Any amendment to the "AT&T Terms" required as
a result of any final Commission and/or court order resolving the appeal
of, or other litigation over, the interconnection agreement from which the
"AT&T Terms" are derived, shall be incorporated into this Agreement
according to the terms of that final order, including any retroactive
application of that amendment. The results of any future Commission or
other proceedings shall be incorporated into this Agreement according to
the terms of the final Commission and/or court order resolving that
proceeding, including any retroactive application of those results.
If the Commission (or any other commission or federal or state court) in
reviewing this Agreement pursuant to applicable state and federal laws,
including Section 252(e) of the Telecommunications Act of 1996, deletes or
modifies in any way this Section 46, this entire Agreement is void and will
not become effective, and the Parties agree to withdraw this Agreement from
consideration by the Commission (or any other commission or federal or
state court). If this Agreement is voided by operation of this provision,
the Parties agree to immediately begin negotiations for a new agreement,
and to treat the date that this Agreement became void as the one hundredth
(100th) calendar day from GTE's receipt of a renewed request for
negotiations by ELI for negotiations under Section 252 of the Act.
III-19
<PAGE>
ARTICLE IV
GENERAL RULES GOVERNING RESOLD SERVICES
AND UNBUNDLED ELEMENTS
1. General. General regulations, terms and conditions governing rate
-------
applications, technical parameters, service availability, definitions and
feature interactions, as described in the appropriate GTE intrastate local,
toll and access tariffs, apply to retail services made available by GTE to
ELI for resale and unbundled network elements provided by GTE to ELI, when
appropriate, unless otherwise specified in this Agreement. As applied to
services or network elements offered under this Agreement, the term
"Customer" contained in the GTE Retail Tariff shall be deemed to mean "ELI"
as defined in this Agreement.
2. Liability of GTE.
----------------
2.1 Inapplicability of Tariff Liability. GTE's general liability, as
-----------------------------------
described in the GTE Retail Tariff, does not extend to ELI's customers
or any other Third Party. Liability of GTE to ELI resulting from any
and all causes arising out of services, facilities, network elements
or any other items relating to this Agreement shall be governed by the
liability provisions contained in this Agreement and no other
liability whatsoever shall attach to GTE. GTE shall be liable for the
individual services, facilities or elements that it separately
provides to ELI and shall not be liable for the integration of
components combined by ELI.
2.2 ELI Tariffs or Contracts. GTE shall not be liable to ELI's end users
------------------------
or any third parties for any indirect, special or consequential
damages, including, but not limited to, economic loss or lost business
or profits, whether foreseeable or not, and regardless of notification
by ELI of the possibility of such damages and ELI shall indemnify and
hold GTE harmless from any and all claims, demands, causes of action
and liabilities based on any reason whatsoever from its customers as
provided in this Agreement. Nothing in this Agreement shall be deemed
to create a Third Party beneficiary relationship with ELI's end users.
To the extent practicable, ELI will include a provision in its
tariffs, price lists, or contracts for services provided to end-users
so limiting the liability of other LECs, like GTE, that provide
underlying services, facilities, or network elements.
2.3 No Liability for Errors. GTE is liable for mistakes that appear in
-----------------------
GTE's listings, 911 and other information databases, or for incorrect
referrals of end users to ELI for any ongoing ELI service, sales, or
repair inquiries only to the extent that GTE would be liable to its
own end-user or other carrier customers under similar circumstances.
With respect to mistakes or incorrect referrals for which GTE would
not otherwise be liable, ELI shall indemnify and hold GTE harmless
from any and all claims, demands, causes of action and liabilities
whatsoever, including costs, expenses and reasonable attorney's fees
incurred on account thereof, by
IV-1
<PAGE>
third parties, including ELI's end users or employees. For purposes of
the indemnity provided in this Section 2.3, mistakes and incorrect
referrals for which GTE would not otherwise be liable shall not
include matters arising out of the willful misconduct of GTE or its
employees or agents.
3. Unauthorized Changes.
--------------------
3.1 Procedures. If ELI submits an order for resold services or unbundled
----------
elements under this Agreement in order to provide service to an end
user that at the time the order is submitted is obtaining its local
services from GTE or another LEC using GTE resold services or
unbundled elements, and the end user notifies GTE that the end user
did not authorize ELI to provide local exchange services to the end
user, ELI must provide GTE with confirmation in an industry-acceptable
format of authorization from that end user within thirty (30) Business
Days of notification by GTE. If ELI cannot provide such confirmation
of authorization within such time frame, ELI must within three (3)
Business Days thereafter:
(a) notify GTE to change the end user back to the LEC providing
service to the end user before the change to ELI was made; and
(b) provide any end user information and billing records ELI has
obtained relating to the end user to the LEC previously serving the
end user; and
(c) notify the end user and GTE that the change back to the previous
LEC has been made.
Furthermore, GTE will bill ELI fifty dollars ($50.00) per affected line to
compensate GTE for switching the end user back to the original LEC.
4. Impact of Payment of Charges on Service. ELI is solely responsible for
---------------------------------------
the payment of all charges for all services, facilities and elements
furnished under this Agreement, including, but not limited to, calls
originated or accepted at its or its end users' service locations. If ELI
fails to pay when due any and all charges billed to ELI under this
Agreement, including any late payment charges (collectively, "Unpaid
Charges"), and any or all such charges remain unpaid more than forty-five
(45) Business Days after the due date of such Unpaid Charges excepting
previously disputed charges for which ELI may withhold payment, GTE shall
notify ELI in writing that it must pay all Unpaid Charges to GTE within
seven (7) Business Days. If ELI disputes the billed charges, it shall,
within said seven (7) day period, inform GTE in writing of which portion of
the Unpaid Charges it disputes, including the specific details and reasons
for the dispute, unless such reasons have been previously provided, and
shall immediately pay to GTE all undisputed charges. If ELI and GTE are
unable, within thirty (30) Business Days thereafter, to resolve issues
related to the disputed charges, then either ELI or GTE may file a request
for arbitration under Article III of this Agreement to resolve those
issues. Upon resolution of any dispute hereunder, if ELI owes payment it
shall make such
IV-2
<PAGE>
payment to GTE with any late payment charge under Article III, Section 7.2,
from the original payment due date. If ELI owes no payment, but has
previously paid GTE such disputed payment, then GTE shall credit such
payment including any late payment charges. GTE may discontinue service to
ELI upon failure to pay undisputed charges as provided in this Section 4,
and shall have no liability to ELI or ELI's end users in the event of such
disconnection.
5. Unlawful Use of Service. Services, facilities or unbundled elements
-----------------------
provided by GTE pursuant to this Agreement shall not be used by ELI or its
end users for any purpose in violation of law. ELI, and not GTE, shall be
responsible to ensure that ELI and its end users' use of services,
facilities or unbundled elements provided hereunder comply at all times
with all applicable laws. GTE may refuse to furnish service to ELI or may
disconnect particular services, facilities or unbundled elements provided
under this Agreement to ELI or, as appropriate, ELI's end user when (i) an
order is issued by a court of competent jurisdiction finding that probable
cause exists to believe that the use made or to be made of the service,
facilities or unbundled elements is prohibited by law or (ii) GTE is
notified in writing by a law enforcement agency acting within its
jurisdiction that any facility furnished by GTE is being used or will be
used for the purpose of transmitting or receiving gambling information in
interstate or foreign commerce in violation of law. Termination of service
shall take place after reasonable notice is provided to ELI, or as ordered
by the court. If facilities have been physically disconnected by law
enforcement officials at the premises where located, and if there is not
presented to GTE the written finding of a court, then upon request of ELI
and agreement to pay restoral of service charges and other applicable
service charges, GTE shall promptly restore such service.
6. Timing of Messages. With respect to GTE resold measured rate local
------------------
service(s), chargeable time begins when a connection is established between
the calling station and the called station. Chargeable time ends when the
network connection is released by the switch. Timing of messages
applicable to GTE's Port and Local Switching element (usage sensitive
services) will be recorded based on originating and terminating access.
7. Procedures For Preordering, Ordering, Provisioning, Etc. Certain
--------------------------------------------------------
procedures for preordering, ordering, provisioning, maintenance and billing
and electronic interfaces to access operational support systems for many of
these functions are described in Appendix H.
----------
8. Letter of Authorization.
-----------------------
8.1 Customer Proprietary Network Information. GTE will not release the
----------------------------------------
Customer Service Record ("CSR") containing Customer Proprietary
Network Information ("CPNI") to ELI on GTE end user customer accounts
unless ELI first provides to GTE a written Letter of Authorization
("LOA"), signed by the end user customer, authorizing the release of
such information to ELI, or if state or federal law provides
otherwise, in accordance with such law.
IV-3
<PAGE>
8.2 Order Processing. An LOA will be required before GTE will process an
----------------
order for Services provided in cases in which the subscriber currently
receives Exchange Service from GTE or from a local service provider
other than ELI. Such LOA may be a blanket LOA or such other form as
agreed upon between GTE and ELI.
9. Customer Contacts. Except as otherwise provided in this Agreement or as
-----------------
agreed to in a separate writing by ELI, ELI shall provide the exclusive
interface with ELI's end user customers in connection with the marketing or
offering of ELI services. Except as otherwise provided in this Agreement,
in those instances in which GTE personnel are required pursuant to this
Agreement to interface directly with ELI's end users, such personnel shall
not identify themselves as representing GTE. All forms, business cards or
other business materials furnished by GTE to ELI end users shall bear no
corporate name, logo, trademark or trade name other than ELI's. In no
event shall GTE personnel acting on behalf of ELI pursuant to this
Agreement provide information to ELI end users about GTE products or
services.
IV-4
<PAGE>
ARTICLE V
INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC
1. Services Covered by This Article.
--------------------------------
1.1 Types of Services. This Article governs the provision of
-----------------
interconnection services and facilities, meet point billing by GTE to
ELI or by ELI to GTE and the transport and termination and billing of
Local, IntraLATA Toll, optional EAS traffic and jointly provided
Interexchange Carrier Access between GTE and ELI. The services and
facilities described in this Article shall be referred to in this
Article V as the "Services."
2. Billing and Rates.
-----------------
2.1 Rates and Charges. Customer agrees to pay to Provider the rates and
-----------------
charges for the Services set forth in the applicable appendices to
this Agreement. GTE's rates and charges are set forth in Appendix C
----------
attached to this Agreement and made a part hereof. ELI's separate
rates and charges are also set forth in Appendix C attached hereto and
----------
made a part hereof.
2.2 Billing. Provider shall render to Customer a bill for interconnection
-------
services on a current basis. Charges for physical facilities and
other nonusage sensitive charges shall be billed in advance, except
for charges and credits associated with the initial or final bills.
Usage sensitive charges, such as charges for termination of Local
Traffic, shall be billed in arrears. Charges for traffic that has
been routed over a jurisdictionally inappropriate trunk group (e.g.,
local traffic carried over trunks used for Switched Access Traffic)
may be adjusted to reflect the appropriate compensation arrangement
and may be handled as a post-billing adjustment to bills rendered.
Additional matters relating to ordering, provisioning, and billing are
included in Appendix H attached to this Agreement and made a part
----------
hereof.
2.3 Billing Specifications. The Parties agree that billing requirements
----------------------
and outputs will be consistent with the Bellcore Output Specifications
("BOS").
2.3.1 Usage Measurement. Usage measurement for calls shall begin
-----------------
when answer supervision or equivalent SS7 message is received
from the terminating office and shall end at the time of call
disconnect by the calling or called subscriber, including time
released call disconnect.
2.3.2 Minutes of Use. Minutes of use ("MOU"), or fractions thereof,
--------------
shall not be rounded upward on a per-call basis, but will be
accumulated over the billing period. At the end of the billing
period, any remaining fraction shall be rounded up to the
nearest whole minute to arrive at total billable
V-1
<PAGE>
minutes for each interconnection. MOU shall be collected and
measured in minutes, seconds, and tenths of seconds.
2.4 Billing Disputes. Disputes arising out of services and facilities
----------------
provided pursuant to this Article shall be resolved according to the
procedures established in Section 7.1 of Article III of this
Agreement.
3. Transport and Termination of Traffic.
------------------------------------
3.1 Traffic to be Exchanged. The Parties shall reciprocally terminate
-----------------------
Local, IntraLATA Toll, optional EAS, and jointly provided
Interexchange Carrier Traffic originating on each other's networks
utilizing either Direct or Indirect Network Interconnections as
provided in Section 4 or Section 5 of this Article. To this end, the
Parties agree that there will be interoperability between their
networks. The Parties agree to exchange traffic associated with third
party LECs, CLECs and Wireless Service Providers pursuant to the
compensation arrangement specified in Section 3.3 of this Article.
Only traffic originated by and/or terminated to a Party's or the
Parties' end user customer(s) is to be exchanged. In addition, the
Parties will notify each other of any anticipated change in traffic to
be exchanged (e.g., traffic type, volume).
3.2 Compensation For Exchange Of Traffic.
------------------------------------
3.2.1 Mutual Compensation. The Parties shall compensate each other
-------------------
for the exchange of Local Traffic at the reciprocal rates
established in Appendix C. For purposes of this Agreement, GTE
shall compensate ELI at the tandem rate for terminating all
Local Traffic GTE delivers to ELI for termination; provided,
however, that GTE shall compensate ELI at the end office rate
until such time as 47 C.F.R (S) 51.711(a)(3) is reinstated. ELI
shall compensate GTE at the tandem rate for terminating Local
Traffic ELI delivers to GTE at a GTE tandem, and at the end
office rate for Local Traffic ELI delivers to GTE at a GTE end
office. Charges for the transport and termination of non-Local
Traffic, including optional EAS, intraLATA toll, and
interexchange traffic, shall be in accordance with the Parties'
respective intrastate or interstate access tariffs or price
lists, as appropriate.
3.2.2 Bill-and-Keep. Either Party may request that a joint traffic
-------------
study be performed no more frequently than once a quarter.
Should such traffic study indicate, in the aggregate, that
neither Party is terminating more than 60 percent of the
Parties' total terminated minutes for Local Traffic (referred
to as "Traffic Balance"), the Parties shall use a Bill-and-Keep
Arrangement with respect to termination of Local Traffic only,
which shall be implemented on the next billing cycle at least
ten (10) business days following notification by either Party
that Traffic Balance exists. Either Party may request a
subsequent traffic study no more frequently than once
V-2
<PAGE>
every six months, and if such a study indicates, in the
aggregate, that either Party is terminating more than 60
percent of the Parties' total terminated minutes for Local
Traffic, either Party may notify the other that mutual
compensation as described in Section 3.2.1 shall resume on the
next billing cycle at least ten (10) business days following
that notification. Nothing in this Section 3.2.2 shall be
interpreted to (i) change compensation set forth in this
Agreement for traffic or services other than Local Traffic,
including but not limited to interconnection facilities, access
traffic or wireless traffic, or (ii) allow either Party to
aggregate traffic other than Local Traffic for the purpose of
compensation under the Bill-and-Keep Arrangement described in
this Section 3.2.2, except as set forth in Section 3.1 above.
3.3 Tandem and Transit Switching Traffic. GTE shall provide tandem
------------------------------------
switching for traffic between GTE end offices subtending its tandems
("tandem switching"), as well as for traffic between ELI's end users
and any Third Party that is interconnected to GTE's tandems ("transit
tandem switching"), and ELI shall provide switching between GTE's end
users and any Third Party that is directly interconnected with ELI's
switch(es) ("transit switching"), as follows:
3.3.1 The originating Party will compensate the tandem/transit
switching Party for each minute of originated tandem/transit
switched traffic that terminates to a Third Party (e.g., other
CLEC, ILEC, or wireless service provider). The applicable rate
for this charge is identified in Appendix C.
----------
3.3.2 The originating Party also assumes responsibility for
compensation to the company that terminates the call.
3.3.3 The Parties agree to enter into their own agreements with Third
Parties. In the event that either Party sends traffic through
the other Party's network to a Third Party with whom the
originating Party does not have a traffic interexchange
agreement, the originating Party agrees to indemnify the
transiting Party for any termination charges rendered by the
Third Party for such traffic.
3.4 Inter-Tandem Switching. The Parties will only use inter-tandem
----------------------
switching for the transport and termination of intraLATA toll traffic
(including optional EAS) originating on each other's network at and
after such time as ELI has agreed to and fully implemented an existing
intraLATA toll compensation mechanism such as IntraLATA Terminating
Access Compensation (ITAC) or a functional equivalent thereof. The
Parties will only use inter-tandem switching for the transport and
termination of Local Traffic originating on each other's network at
and after such time as the Parties have agreed to and fully
implemented generally accepted industry signaling standards and AMA
record standards which shall support the recognition of multiple
tandem switching events.
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3.5 IntraLATA Toll Compensation Plan. If ELI becomes an active
--------------------------------
participant in an existing industry intraLATA toll compensation plan,
and GTE is also a participant in that plan, the Parties agree to use
that compensation plan, instead of other processes that may be
specified in this Article V, as the billing processes for switched
access charges for intraLATA toll traffic. This includes intraLATA
toll traffic exchanged between the Parties, as well as intraLATA toll
traffic originated by one Party that transits the other Party's
network to terminate to a third party. Until such time as the Parties
have the capability to indentify, measure, and adjust billing records
for this traffic when it is routed over a combined trunk group, the
Parties agree to use a separate dedicated trunk group for this
traffic.
4. Direct Network Interconnection.
------------------------------
4.1 Network Interconnection Architecture. ELI may interconnect with GTE
------------------------------------
at any of the Currently Available points required by the FCC or the
Commission. ELI may request, and GTE shall consider, interconnection
at additional points on an individual case basis. Interconnection
will be as specified in the following subsections. The installation
timeline may vary based on the configuration, but GTE will work with
ELI in all circumstances to install "IPs" within 120 calendar days
absent extenuating circumstances. Network interconnection and
protocol must be based on industry standards developed consistent with
the Act and applicable FCC or State requirements.
4.1.1 Subject to mutual agreement, the Parties may use the following
types of network facility interconnection, using such interface
media as are appropriate to support the type of interconnection
requested.
(a) A Mid-Span Fiber Meet within an existing GTE exchange
area whereby the Parties mutually agree to jointly plan and
engineer their facility "IP" at a designated manhole or
junction location. The "IP" is the demarcation between
ownership of the fiber transmission facility. Each party is
individually responsible for its incurred costs in establishing
this arrangement.
(b) A Virtual or Physical EIS arrangement at a GTE wire
center subject to the rates, terms, and conditions contained in
Article IX of this Agreement and GTE's applicable tariffs.
(c) A Special Access arrangement and/or CLEC Dedicated
Transport arrangement terminating at a GTE wire center subject
to the rates, terms, and conditions contained in GTE's
applicable tariffs. These facilities will meet the standards
set forth in such tariffs.
V-4
<PAGE>
4.1.2 Virtual and Physical EIS arrangements are governed by
appropriate GTE tariffs, except as provided in Article IX,
Section 1.3.
4.2 Compensation. Unless the Parties otherwise mutually agree, the
------------
Parties agree to the following compensation for interconnection
facilities, depending on facility type.
4.2.1 Mid-Span Fiber Meet: GTE will charge special access (flat
rated) transport from the applicable intrastate access tariff
and will rate charges between the "IP" and GTE's
interconnection switch. Charges will be reduced to reflect the
proportionate share of the facility that is used for transport
of traffic originated by GTE. The initial proportionate share
factor for facilities shall be negotiated by the Parties and
updated quarterly in like manner or as the Parties otherwise
agree. ELI will charge flat rated transport to GTE for ELI
facilities used by GTE at the rates in ELI's tariff or price
list, or as mutually agreed. ELI will apply charges based on
the lesser of: (i) the airline mileage from the "IP" to the ELI
switch; or (ii) the airline mileage from the GTE switch to the
serving area boundary.
4.2.2 Collocation: GTE will charge Virtual or Physical EIS rates from
the applicable GTE tariff. Charges for EIS cross-connect
facilities used to connect ELI's collocated equipment with
GTE's switch will be reduced to reflect the proportionate share
of the facility that is used for transport of traffic
originated by GTE. ELI will charge GTE flat rated transport at
the rates in ELI's tariff or price list, or as mutually agreed,
to reflect the proportionate share of the facility that is used
for transport of traffic originated by GTE. ELI will apply
charges based on the lesser of: (i) the airline mileage from
the "IP" to the ELI switch; or (ii) two (2) times the airline
mileage from the GTE switch to the serving area boundary.
4.2.3 Special Access and/or CLEC Dedicated Transport: GTE will charge
special access and/or switched access rates from the applicable
GTE intrastate access tariff. Charges will be reduced to
reflect the proportionate share of the facility that is used
for transport of traffic originated by GTE. The Parties will
negotiate an initial factor representative of the proportionate
share of the facilities. This factor will be updated quarterly
in like manner or as the Parties otherwise agree.
4.3 Trunking Requirements.
---------------------
4.3.1 The Parties shall establish and maintain trunks over which each
Party shall terminate to its end users the Exchange Services,
Local Traffic and intraLATA toll or optional EAS traffic
originated by the end users of the other Party.
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<PAGE>
4.3.2 The Parties agree to establish trunk groups of sufficient
capacity from the interconnecting facilities such that trunking
is available to any switching center designated by either
Party, including end offices, tandems, 911 routing switches,
and directory assistance/operator service switches. The Parties
will mutually agree where one-way or two-way trunking will be
available. The Parties may use two-way trunks for delivery of
local traffic or either Party may elect to provision its own
one-way trunks for delivery of local traffic to the other
Party. If a Party elects to provision its own one-way trunks,
that Party will be responsible for its own expenses associated
with the trunks.
4.3.3 ELI and GTE shall, where applicable, make reciprocally
available, by mutual agreement, the required trunk groups to
handle different traffic types. ELI and GTE will support the
provisioning of trunk groups that carry combined or separate
Local Traffic and intraLATA toll and optional EAS traffic. The
Parties shall establish and maintain separate trunk groups for
the following: (1) to originate and terminate interLATA calls
when either Party is acting as an IXC and ordering switched
access service from the other Party; (2) to provide joint
Switched Access Service to IXCs; and (3) for other types of
traffic as the Parties mutually agree. To the extent ELI
desires to have any IXC originate or terminate traffic to ELI
using jointly provided switched access facilities routed
through a GTE tandem, it is the responsibility of ELI to
arrange for such IXC to issue an ASR to GTE to direct GTE to
route the traffic. If GTE does not receive an ASR from the IXC,
GTE will initially route the switched access traffic between
the IXC and ELI. If the IXC subsequently indicates that it does
not want the traffic routed to or from ELI, GTE will not route
the traffic to or from ELI.
4.3.3.1 Each Party agrees to route traffic only over the
proper jurisdictional trunk group.
4.3.3.2 Each Party shall only deliver traffic over the local
interconnection trunk groups to the other Party's
tandem or switch performing a tandem function for
those publicly-dialable NXX Codes served by end
offices that directly subtend the tandem or switch or
to those LECs or wireless service providers that
directly subtend the tandem or switch.
4.3.3.3 Neither Party shall route Switched Access Service
traffic over local interconnection trunks. Neither
Party shall route local traffic over Switched Access
Service trunks, except, and only to the extent
necessary, to remedy, avoid, or relieve significant
traffic blockage occurring on the proper
jurisdictional trunk group.
V-6
<PAGE>
4.3.4 ELI and GTE will reciprocally provide Percent Local Usage
("PLU") factors to each other on a quarterly basis to identify
the proper jurisdiction of each call type that is carried over
the required trunks. If either Party does not provide to the
other Party an updated PLU, the previous PLU will be utilized.
The Parties agree to the initial PLU factor as set forth in
Appendix C.
4.3.5 Reciprocal traffic exchange arrangement trunk connections shall
be made at a DS-1 or multiple DS-1 level, DS-3, (SONET where
technically available) and shall be jointly-engineered and
maintained to an objective P.01 grade of service.
4.3.6 ELI and GTE agree to use diligent efforts to develop and agree
on a Joint Interconnection Grooming Plan prescribing standards
to ensure that the reciprocal traffic exchange arrangement
trunk groups are maintained at consistent P.01 or better grades
of service. Such plan shall also include mutually-agreed upon
default standards for the configuration of all segregated trunk
groups.
4.3.7 Signaling System 7 ("SS7") Common Channel Signaling will be
used to the extent that such technology is available. If SS7 is
not available, Multi-Frequency Signaling ("MF") will be used as
specified.
4.3.8 The Parties agree to offer and provide to each other B8ZS
Extended Superframe Format ("ESF") facilities, where available,
capable of voice and data traffic transmission.
4.3.9 The Parties will support intercompany 64kbps clear channel
where available.
4.3.10 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
eventually adopted to replace the ASR for local service
ordering as referenced in Appendix H.
4.3.11 The Parties will work together to establish high usage end-
office trunk groups sufficient to handle the greater of the
actual or reasonably forecasted traffic volumes between ELI and
a GTE end office.
4.4 Network Redesigns Initiated by GTE. GTE will not charge ELI when GTE
----------------------------------
initiates its own network redesigns/reconfigurations, but GTE shall
make best efforts to notify ELI of any GTE network
redesigns/reconfigurations that will affect ELI's facilities
sufficiently in advance to enable ELI to accommodate such network
redesign/reconfiguration. The Parties shall coordinate deployment and
V-7
<PAGE>
accommodation of any such network redesigns/reconfigurations to avoid
or minimize disruption in services provided to their end users.
4.5 Calling Scopes for Tandem and End Office Interconnection.
--------------------------------------------------------
4.5.1 GTE Tandem Interconnection calling scope (originating and
terminating) is to those GTE end offices which subtend the GTE
tandem to which the connection is made except as provided for
in Section 3.3 of this Article.
4.5.2 GTE End Office Interconnection calling scope (originating and
terminating) is only to the end office to which the connection
is made and its remotes.
4.6 Trunk Forecasting.
-----------------
4.6.1 The Parties will work towards the development of joint
forecasting of trunk groups. GTE shall share with ELI the
applicable information necessary to facilitate the Parties'
joint planning and forecasing efforts. Intercompany forecast
information must be provided by the Parties to each other twice
a year. The semi-annual forecasts will include:
(1) yearly forecasted trunk quantities for no less than a two-
year period (current year, plus one year); and
(2) the use of (i) CLCI-MSG codes, which are described in
Bellcore document BR 795-100-100; (ii) circuit identifier codes
as described in BR 795-400-100; and (iii) Trunk Group Serial
Number (TGSN) as described in BR 751-100-195.
4.6.2 Description of major network projects that affect the other
Party will be provided with the semi-annual forecasts provided
pursuant to Section 4.6.1. Major network projects include but
are not limited to trunking or network rearrangements, shifts
in anticipated traffic patterns, or other activities by either
Party that are reflected by a significant increase or decrease
in trunking demand for the following forecasting period.
4.6.3 GTE and ELI will work together to begin providing these
forecasts within thirty (30) days after the effective date of
this Agreement. New trunk groups will be implemented as
dictated by engineering requirements for either Party.
4.6.4 The Parties will meet to review and reconcile their forecasts
if their respective forecasts differ significantly from one
another.
V-8
<PAGE>
4.7 Trunk Facility Underutilization. At least once a year the Parties
-------------------------------
shall exchange trunk group measurement reports for trunk groups
terminating to the other Party's network. In addition and from time
to time, each Party will determine the required trunks for each of the
other Party's trunk groups from the previous 12 months servicing data.
Required trunks will be based on an objective P.01 grade of service or
the Joint Interconnection Grooming Plan referenced in Section 4.3.6
above. Likewise, from time to time trunk groups with excess capacity
will be identified to the other Party as eligible for downsizing. The
Party with excess trunking capacity will assess the trunk capacity
based on forecasted requirements for the next 12 months. If after 12
months the trunk group continues to have excess capacity, the Party
agrees to take steps to disconnect all excess capacity.
5. Indirect Network Interconnection. The Parties agree to use their best
--------------------------------
efforts to establish direct interconnections for the exchange of traffic
and to use indirect interconnection only if traffic volumes do not justify
direct connection and both Parties subtend another LEC's tandem. Until
such time as compensation arrangements have been established in accordance
with Sections 3.1 and 3.4 of this Article or the Parties mutually agree
otherwise, ELI shall not deliver traffic destined to terminate at a GTE end
office via another LEC's end office, and ELI shall not deliver traffic
destined to terminate at an end office subtending a GTE tandem via another
LEC's access tandem or switch, nor shall GTE deliver traffic destined to
terminate at ELI's switch via another LEC's access tandem or switch.
6. Number Resources.
----------------
6.1 Number Assignment. Nothing in this Agreement shall be construed to,
-----------------
in any manner, limit or otherwise adversely impact ELI's right to
employ or to request and be assigned any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to
the Central Office Code Assignment Guidelines. Any request for
numbering resources by ELI shall be made directly to the NANP Number
Plan Administrator. Except with respect to those areas in which GTE
is the NANP Number Plan Administrator, GTE shall not be responsible
for the requesting or assignment of number resources to ELI. The
Parties agree that disputes arising from numbering assignment shall be
arbitrated by the NANP Number Plan Administrator. ELI shall not
request number resources to be assigned to any GTE switching entity.
6.1.1 Each Party shall be responsible for notifying its customers of
any changes in numbering or dialing arrangements to include
changes such as the introduction of new NPAs or new NXX codes.
Each Party is responsible for administering NXX codes assigned
to it.
6.2 Rate Centers. For purposes of compensation between the Parties and
------------
the ability of the Parties to appropriately apply their respective
toll rates to their end user customers, ELI shall adopt the Rate
Center areas and Rate Center points that the
V-9
<PAGE>
Commission has approved for the incumbent LECs and shall assign whole
NPA-NXX codes to each Rate Center. This adoption is for the sole
purpose of compensation between the Parties and shall not limit ELI's
ability to define local calling areas for its end user customers.
6.3 Routing Points. ELI will also designate a Routing Point for each
--------------
assigned NXX code. ELI may designate one location within each Rate
Center as a Routing Point for the NPA-NXX associated with that Rate
Center; alternatively ELI may designate a single location within one
Rate Center to serve as the Routing Point for all the NPA-NXXs
associated with that Rate Center and with one or more other Rate
Centers served by ELI within an existing GTE exchange area and LATA.
6.4 Code and Numbers Administration. The Parties will comply with code
-------------------------------
administration requirements as prescribed by the FCC, the Commission,
and accepted industry guidelines. Where GTE is the NANP Number Plan
Administrator, GTE will administer number resources, and charge for
such administration in accord with applicable rules and regulations.
GTE will administer numbering resources in a nondiscriminatory and
competitively neutral manner, and process requests for NXX codes in a
timely manner and in accord with industry standards. The Parties
shall protect ELI proprietary information that may be submitted to GTE
in connection with GTE's responsibilities as NANP Number Plan
Administrator in accordance with Article III, Section 11 of this
Agreement.
6.5 Programming Switches. It shall be the responsibility of each Party to
--------------------
program and update its own switches and network systems pursuant to
the Local Exchange Routing Guide ("LERG") guidelines to recognize and
route traffic to the other Party's assigned NXX codes at all times.
Neither Party shall impose any fees or charges whatsoever on the other
Party for such activities.
7. Number Portability.
------------------
7.1 General. The Parties shall develop and deploy number portability in
-------
accordance with the Act and all applicable FCC, State, and Commission
requirements and industry standards. Upon implementation of permanent
local number portability ("LNP"), the Parties shall transition all
interim local number portability ("INP") customers and their services
to LNP methods within a mutually agreeable time frame and discontinue
further use of interim methods of number portability.
7.2 Interim Number Portability. Each Party shall provide the other Party
--------------------------
with service provider number portability as an INP option for the
purpose of allowing end user customers to change service-providing
Parties within the same wire center without changing their telephone
number. The Parties shall provide service provider number portability
to each other using remote call forwarding ("RCF"). Either
V-10
<PAGE>
Party may request another form of INP on an individual case basis and
subject to terms and conditions negotiated between the Parties.
7.3 Remote Call Forwarding. Until permanent number portability is
----------------------
implemented, the Parties agree to provide service provider number
portability using RCF to each other on a Bill-and-Keep basis. Neither
Party shall bill the other for nonrecurring or recurring charges for
ported numbers, and Provider shall retain all access charge revenues
for interexchange calls terminated to ported numbers. After permanent
number portability is implemented, the Parties agree to renegotiate
compensation for number portability, if necessary, in accordance with
the FCC's permanent number portability requirements. Subject to the
technical capabilities of each switch type, the Party ordering RCF may
order a reasonable number of additional talk paths associated with the
ported number as necessary to provide for existing service levels and
projected growth.
8. Meet-Point Billing for Switched Access Service.
----------------------------------------------
8.1 Meet-Point Arrangements.
-----------------------
8.1.1 The Parties may mutually establish Meet-Point Billing ("MPB")
arrangements in order to provide Switched Access Services to
Access Service customers via a GTE tandem in accordance with
the MPB guidelines adopted by and contained in the Ordering and
Billing Forum's MECAB and MECOD documents, except as modified
in this Article and Section 7 of Article III.
8.1.2 Except in instances of capacity limitations, GTE shall permit
and enable ELI to sub-tend the GTE access tandem(s) nearest to
the ELI Rating Point(s) associated with the NPA-NXX(s) to/from
which the Switched Access Services are homed. In instances of
capacity limitation at a given access tandem, ELI shall be
allowed to subtend the next-nearest GTE access tandem in which
sufficient capacity is available.
8.1.3 Interconnection for the MPB arrangement shall occur at the
"IP".
8.1.4 Common Channel Signaling shall be utilized in conjunction with
MPB arrangements to the extent such signaling is resident in
the GTE access tandem switch.
8.1.5 ELI and GTE will use diligent efforts, individually and
collectively, to maintain provisions in their respective
federal and state access tariffs, and/or provisions within the
National Exchange Carrier Association ("NECA") Tariff No. 4, or
any successor tariff, sufficient to reflect this MPB
arrangement, including MPB percentages.
V-11
<PAGE>
8.1.6 As detailed in the MECAB document or other applicable
requirements, ELI and GTE will, in a timely fashion, exchange
all information necessary to accurately, reliably and promptly
bill Access Service customers for Switched Access Services
traffic jointly handled by ELI and GTE via the meet-point
arrangement. Information shall be exchanged in Electronic
Message Record ("EMR") format, on magnetic tape or via a
mutually acceptable electronic file transfer protocol.
8.1.7 ELI and GTE shall work cooperatively to coordinate rendering of
Meet-Point bills to customers, and shall reciprocally provide
each other usage data and related information at the
appropriate charge.
8.2 Access Compensation.
-------------------
8.2.1 Initially, billing to Access Service customers for the Switched
Access Services jointly provided by ELI and GTE via the MPB
arrangement shall be according to the multiple-bill method as
described in the MECAB guidelines. This means each Party will
bill the portion of service they provided at their appropriate
tariff, or price list.
8.2.2 Subsequently, ELI and GTE may mutually agree to implement one
of the following options for billing to third parties for the
Switched Access Services jointly provided by ELI and GTE via
the MPB arrangement: single-bill/single tariff method, single-
bill/multiple tariff method, or to continue the multiple-bill
method. Should either Party prefer to change among these
billing methods, that Party shall notify the other Party of
such a request in writing, ninety (90) Business Days in advance
of the date on which such change is desired to be implemented.
Such changes then may be made in accordance with MECAB
guidelines and if the Parties mutually agree, the change will
be made.
9. Common Channel Signaling.
------------------------
9.1 Service Description. The Parties will provide Common Channel
-------------------
Signaling ("CCS") to one another via Signaling System 7 ("SS7")
network interconnection, where and as available, in the manner
specified in FCC Order 95-187, in conjunction with all traffic
exchange trunk groups. SS7 signaling and transport services shall be
provided by GTE in accordance with the terms and conditions of this
Section 9 of this Article and Appendix I attached to this Agreement
----------
and made a part hereof. The Parties will cooperate on the exchange of
all appropriate SS7 messages for local and intraLATA call set-up
signaling, including ISUP and Transaction Capabilities Application
Part ("TCAP") messages to facilitate full interoperability of all
CLASS Features and functions between their respective networks. Any
other SS7 message services to be provided using TCAP messages (such as
data base queries) will be jointly negotiated and agreed upon.
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<PAGE>
9.2 Signaling Parameters. All SS7 signaling parameters will be provided
--------------------
in conjunction with traffic exchange trunk groups, where and as
available. These parameters include Automatic Number Identification
("ANI"), Calling Party Number ("CPN"), Privacy Indicator, calling
party category information, originating line information, charge
number, etc. Also included are all parameters relating to network
signaling information, such as Carrier Information Parameter ("CIP"),
wherever such information is needed for call routing or billing. GTE
will provide SS7 via GR-394-SS7 and/or GR-317-SS7 format(s).
9.3 Privacy Indicators. Each Party will honor all privacy indicators as
------------------
required under applicable law.
9.4 Connection Through STP. ELI must interconnect with the GTE STP(s)
----------------------
serving the LATA in which the traffic exchange trunk groups are
interconnected. Additionally, all interconnection to GTE's 800/888
database and GTE's LIDB shall, consistent with this section and
Appendix I attached hereto, take place only through appropriate STP
----------
pairs. ELI may choose a third-party SS7 signaling provider to
transport messages to and from the GTE SS7 network. In that event,
that third-party provider must present a letter of agency to GTE,
prior to the testing of the interconnection, authorizing the Third
Party to act on behalf of ELI in transporting SS7 messages to and from
GTE. The third-party provider must interconnect with the GTE STP(s)
serving the LATA in which the traffic exchange trunk groups are
interconnected.
9.5 Multi-Frequency Signaling. In the case where CCS is not available, in
-------------------------
band Multi-Frequency ("MF"), wink start, E & M channel associated
signaling with ANI will be provided by the Parties. Network signaling
information, such as CIC/OZZ, will be provided wherever such
information is needed for call routing or billing.
10. Service Quality and Performance. Each Party shall provide Services under
-------------------------------
this Article to the other Party that are equal in quality to the Services
that the Party provides to itself, its Affiliates or any other entity.
"Equal in quality" shall mean that the Service will meet the same technical
criteria and performance standards that the providing Party uses within its
own network for the same Service at the same location under the same terms
and conditions.
11. Network Outages. GTE shall work with ELI to establish reciprocal
---------------
responsibilities for managing network outages and reporting. Each Party
shall be responsible for network outage on its network. Each Party shall
be responsible for notifying the other Party of significant outages which
could impact or degrade the other Party's equipment or services.
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<PAGE>
ARTICLE VI
RESALE OF SERVICES
1. General. The purpose of this Article VI is to define the services that may
-------
be purchased from GTE and resold by ELI and the terms and conditions
applicable to such resold services ("Services"). Except as specifically
provided otherwise in this Agreement, the Act, and FCC or Commission
requirements, provisioning of Services for resale will be governed by the
GTE Guide. GTE will make available to ELI for resale any
Telecommunications Service that GTE currently offers, or may offer
hereafter, on a retail basis to subscribers that are not telecommunications
carriers, except as qualified by Section 2.2 below. If GTE provides resale
services pursuant to a tariff that is generally available to all CLECs, ELI
may elect to purchase resale services from such tariff in lieu of Article
VI and Appendix E of this Agreement. In the event ELI elects to purchase
resale services from GTE's tariff, ELI may not purchase resale services
pursuant to this Agreement. During any period in which ELI is ordering
resale services from GTE's tariff, the terms and conditions of this Article
VI and Appendix E will not apply.
2. Terms and Conditions.
--------------------
2.1 Quality and Performance. GTE shall provide Services to ELI that are
-----------------------
at least equal in quality and performance standards to the same
Services provided by GTE to its own end user customers, its
affiliates, and to other providers using GTE Services on a resold
basis.
2.2 Restrictions on Resale. This section is intentionally left blank. At
----------------------
such time as ELI desires to resell GTE services, the Parties agree to
negotiate the terms and conditions of this section and to amend this
Agreement accordingly. Except as provided in Section 1 of this
Article, ELI shall not resell GTE services until such amendment is
effective. This section may be superceded by the provisions in
Article III, Section 46, and Appendices 46A and 46B.
2.3 Restrictions on Discount of Retail Services. This section is
-------------------------------------------
intentionally left blank. At such time as ELI desires to resell GTE
services, the Parties agree to negotiate the terms and conditions of
this section and to amend this Agreement accordingly. Except as
provided in Section 1 of this Article, ELI shall not resell GTE
services until such amendment is effective. This section may be
superceded by the provisions in Article III, Section 46, and
Appendices 46A and 46B.
2.4 Resale to Other Carriers. Services available for resale may not be
------------------------
used by ELI to provide access to the local network as an alternative
to tariffed switched and special access by other carriers, including,
but not limited to; interexchange carriers, wireless carriers,
competitive access providers, or other retail telecommunications
providers.
VI-1
<PAGE>
2.5 Interim Universal Service Fund Charge for Wholesale Services. This
------------------------------------------------------------
section is intentionally left blank. At such time as ELI desires to
resell GTE services, the Parties agree to negotiate the terms and
conditions of this section and to amend this Agreement accordingly.
Except as provided in Section 1 of this Article, ELI shall not resell
GTE services until such amendment is effective. This section may be
superceded by the provisions in Article III, Section 46, and
Appendices 46A and 46B.
3. Ordering and Billing.
--------------------
3.1 Local Service Request. Orders for resale of Services will be placed
---------------------
utilizing a standard Local Service Request ("LSR") form. GTE will
continue to participate in industry forums for developing service
order/disconnect order formats and will incorporate appropriate
industry standards. A complete and accurate LSR (containing the
requisite end user information as described in the Guide) must be
provided by ELI before a request can be processed.
3.2 Certificate of Operating Authority. Prior to placing its first order
----------------------------------
for resold service, ELI must represent and warrant to GTE that it is
a certified provider of local exchange service. ELI will provide a
copy of its Certificate of Operating Authority or other evidence of
its status to GTE upon request.
3.3 Directory Assistance Listings. GTE shall include an ELI customer
-----------------------------
listing in its Directory Assistance database as part of the Local
Service Request ("LSR") process. GTE will honor ELI's customers'
preferences for listing status, including non-published and unlisted,
as noted on the LSR and will enter the listing in the GTE database
which is used to perform Directory Assistance functions as it appears
on the LSR.
3.4 Nonrecurring Charges. This section is intentionally left blank. At
--------------------
such time as ELI desires to resell GTE services, the Parties agree to
negotiate the terms and conditions of this section and to amend this
Agreement accordingly. Except as provided in Section 1 of this
Article, ELI shall not resell GTE services until such amendment is
effective. This section may be superceded by the provisions in
Article III, Section 46, and Appendices 46A and 46B.
3.5 Transfers Between ELI and Another Reseller of GTE Services. When ELI
----------------------------------------------------------
has obtained an end user customer from another reseller of GTE
services that ELI intends to serve by reselling GTE services, ELI will
inform GTE of the transfer by submitting a standard LSR to GTE. When
GTE or another reseller of GTE services has obtained an end user
customer that ELI served by reselling GTE services, GTE shall inform
ELI of the transfer via standard reporting processes and confirm the
date on which the transfer takes place.
VI-2
<PAGE>
3.6 Local Calling Detail. Except for those Services and in those areas
--------------------
where measured rate local service is available to end users, monthly
billing to ELI does not include local calling detail. However, ELI
may request and GTE shall consider developing the capabilities to
provide local calling detail in those areas where measured local
service is not available for a mutually agreeable charge.
3.7 Procedures. An overview of the procedures for preordering, ordering,
----------
provisioning and billing for resold services are outlined in Appendix
--------
H, attached hereto and made a part hereof.
-
3.8 LIDB. For resale services, GTE's service order will generate updates
----
to the LIDB for validation of calling card, collect, and third number
billed calls.
3.9 "OLN". Upon request, GTE will update the database to provide
-----
Originating Line Number ("OLN") Screening which indicates to an
operator the acceptable billing methods for calls originating from the
calling number (e.g., penal institutions, COCOTS).
4. Maintenance.
-----------
4.1 Maintenance, Testing and Repair. GTE will provide repair and
-------------------------------
maintenance services to ELI and its end user customers for resold
Services in accordance with the same standards and charges used for
such services provided to GTE end user customers, affiliates, and
other carriers reselling GTE services. GTE will not initiate a
maintenance call or take action in response to a trouble report from
an ELI end user until such time as trouble is reported to GTE by ELI,
and GTE shall refer all ELI end-users who call GTE with trouble
reports to ELI. ELI must provide to GTE all end user information
necessary for the installation, repair and servicing of any facilities
used for resold Services according to the procedures described in the
Guide.
4.2 Specifics and Procedures for Maintenance. An overview of the
----------------------------------------
procedures for maintenance of resold services and additional matters
agreed to by the Parties concerning maintenance are set forth in
Appendix H.
----------
5. Services Available for Resale.
-----------------------------
5.1 Description of Local Exchange Services Available for Resale. Resold
-----------------------------------------------------------
basic Exchange Service includes, but is not limited to, the following
elements:
(a) Voice Grade Local Exchange Access Line - includes a telephone
number and dial tone.
VI-3
<PAGE>
(b) Local Calling - at local usage measured rates if applicable to the
end user customer.
(c) Access to long distance carriers
(d) E-911 Emergency Dialing
(e) Access to Service Access Codes - e.g., 800, 888, 900
(f) Use of AIN Services (those currently available to end users)
(g) End User Private Line Services
(h) Listing of telephone number in appropriate "white pages"
directory; and
(i) Copy of "White Pages" and "Yellow Pages" directories for the
appropriate GTE service area
(j) IntraLATA Toll
5.2 Other Services Available for Resale. GTE will provide resold services
-----------------------------------
at retail less the avoided cost discount as defined in Section 5.3
herein. Subject to the limitations on resale enumerated in this
Article, the type of resold services made available to ELI are those
telecommunication services GTE's offers to customers who are not
telecommunications customers. Any new services that GTE offers to
customers who are not telecommunications carriers shall also be
available to ELI for resale under the same terms and conditions
contained in this Agreement.
5.3 Rates. This section is intentionally left blank. At such time as ELI
-----
desires to resell GTE services, the Parties agree to negotiate the
terms and conditions of this section and to amend this Agreement
accordingly. Except as provided in Section 1 of this Article, ELI
shall not resell GTE services until such amendment is effective. This
section may be superceded by the provisions in Article III, Section
46, and Appendices 46A and 46B.
5.4 Grandfathered Services. Services identified in GTE Tariffs as
----------------------
grandfathered in any manner are available for resale only to end user
customers that already have such grandfathered service. An existing
end user customer may not move a grandfathered service to a new
service location.
5.5 Access. GTE retains all switched access revenue due from other
------
carriers for access to GTE facilities.
5.6 Operator Services ("OS") and Directory Assistance ("DA"). Operator
--------------------------------------------------------
Services for local and toll assistance (for example, call completion,
busy line verification
VI-4
<PAGE>
and emergency interruption) and Directory Assistance (e.g., 411 calls
routed to GTE's DA operator centers) are provided as an element of
Exchange Services offered for resale. GTE may brand this service as
GTE. ELI will be billed in accordance with Appendix C.
5.6.1 If ELI requests branding or unbranding, GTE will provide such
unbranding or rebranding with ELI's name pursuant to Article
VII, Section 12.
5.6.2 ELI will be billed a charge for unbranding or rebranding and
customized routing as set forth in Article VII, Section 10.4
and additional charges specified in Article VII, Section 11.4.
5.6.3 For those offices that ELI has requested GTE to rebrand and/or
unbrand OS and DA, GTE will provide it where GTE performs its
own OS and DA service subject to capability and capacity
limitations where customized routing is Currently Available. If
GTE uses a Third Party contractor to provide OS or DA, GTE will
not provide branding nor will GTE negotiate it with a Third
Party on behalf of ELI. ELI must negotiate with the Third
Party. In these instances ELI will need to purchase customized
routing and dedicated trunking to differentiate its OS/DA
traffic from GTE's traffic.
VI-5
<PAGE>
ARTICLE VII
UNBUNDLED NETWORK ELEMENTS
On January 25, 1999, the Supreme Court of the United States issued its decision
on the appeals of the Eighth Circuit's decision in Iowa Utilities Board.
Specifically, the Supreme Court vacated Rule 51.319 of the FCC's First Report
and Order, FCC 96-325, 61 Fed. Reg. 45476 (1996) and modified several of the
FCC's and the Eighth Circuit's rulings regarding unbundled network elements and
pricing requirements under the Act. AT&T Corp. v. Iowa Utilities Board, No. 97-
826, 1999 U.S. LEXIS 903 (1999). Under Section 251 (d)(2), the FCC was required
to determine what UNEs should be made available, and it listed them in the now-
vacated FCC Rule 51.319. Thus, there is currently no determination of what, if
any, UNEs should be made available under the law, and until this determination
is made there is no legal obligation to provide any particular UNEs. Without
waiving any rights and only on an interim basis, GTE agrees to provide the UNEs
listed herein ("Old 319 UNEs") in accordance with the associated provisions in
the agreement and only upon the following interdependent terms and conditions:
Until the FCC issues new and final rules with regard to vacated Rule 51. 319
that comply with the Act ("New Rules"), GTE will provide the Old 319 UNEs listed
below even though it is not legally obligated to do so; provided, however, that
ELI agrees not to seek UNE "platforms," or "already bundled" combinations of
UNEs.
ELI agrees that after the final FCC Rules are issued, the Parties will determine
what UNEs should be included in the Agreement as required by the Act, and they
will incorporate them into the Agreement. If the Parties cannot agree on what
UNEs are then required under the Act, either Party at any time may seek to
incorporate the appropriate UNEs under the Act into the agreement in accord
with Sections 32 and 40 of Article III, the change of law provision(s) of the
Agreement, notwithstanding anything to the contrary or the expiration of any
time periods outlined in such provision(s) or any other provision of the
Agreement.
By providing Old 319 UNEs, GTE does not waive any of its rights, including its
rights to seek recovery of its actual costs and a sufficient, explicit universal
service fund. Nor does GTE waive its position that, under the Court's decision,
it is not required to provide Old 319 UNEs unconditionally. Moreover, GTE does
not agree that the Old 319 UNE rates set forth below are just and reasonable and
in accordance with the requirements of sections 251 and 252 of Title 47 of the
United States Code.
The above "status quo" arrangement applies only to UNEs, UNE pricing, unbundling
and UNE platform issues. The Parties have not determined if other provisions of
the Agreement are inconsistent with the law. To the extent there are other
provisions in the Agreement that are inconsistent with, or impacted by the law,
including the Supreme Court's decision in Iowa Utilities Board, it is the intent
of the Parties that the Agreement should conform thereto and that the "change of
law" provisions therein may be invoked to accomplish that end.
1. General. The purpose of this Article VII is to define the unbundled
-------
network elements that may be leased by ELI from GTE. Unless otherwise
specified in this Agreement and to the extent not inconsistent with this
Agreement, the Act, or state or federal law, provisioning of unbundled
network arrangements will be governed with the GTE Customer Guide for CLEC
Establishment of Services -- Resale and Unbundling (the
VII-1
<PAGE>
"Guide"). Additional procedures for preordering, ordering, provisioning and
billing of unbundled network elements are outlined in Appendix H.
----------
2. Unbundled Network Elements.
--------------------------
2.1 Categories. There are several separate categories of Network
----------
Components that shall be provided as unbundled network elements by
GTE:
(a) Network Interface Device or NID
(b) Loop Elements
(c) Port and Local Switching Elements
(d) Transport Elements
(e) Signaling Elements
2.2 Prices. The recurring and nonrecurring rates GTE shall charge ELI for
------
individual unbundled network elements are set forth in Appendix F
----------
attached to, and made a part of, this Agreement, or in the appropriate
GTE tariff as referenced in this Article.
2.2.1 Compensation for Exchange of Traffic Using Unbundled Network
------------------------------------------------------------
Elements. Compensation arrangements between GTE and ELI
--------
exchanging traffic when ELI uses GTE provided unbundled network
elements, i.e., port, local switching, and shared transport,
shall be as provided in Appendix L. The Parties have not
negotiated terms and conditions for Appendix L. At such time as
ELI desires to obtain unbundled ports, local switching, and
transport from GTE, the Parties agree to negotiate the terms
and conditions of Appendix L and to amend this Agreement
accordingly. ELI shall not obtain unbundled ports, local
switching and shared transport from GTE until such amendment
becomes effective.
2.3 Interconnection to Unbundled Elements. ELI may lease and interconnect
-------------------------------------
to any of these unbundled network elements, and subject to technical
feasibility, may combine these unbundled elements with each other,
with other GTE services and facilities, and/or with any facilities or
services that ELI may itself provide subject to the provisions of this
Article.
2.3.1 Connection of ELI facilities to unbundled elements shall be
achieved via physical collocation arrangements ELI shall
maintain at the wire center at which the unbundled services are
resident. When physical collocation cannot be accommodated at
the wire center where the unbundled elements are resident,
alternative arrangements shall be negotiated between GTE
VII-2
<PAGE>
and ELI. Such arrangements may include virtual collocation. All
reasonable incremental costs associated with the alternative
arrangements shall be borne by ELI.
2.3.2 GTE shall connect unbundled network elements to ELI's facilities
at a collocation arrangement via an EIS cross connect element
("EISCC") as provided in GTE's federal collocation tariff. As
part of the EISCC, GTE will provide a designated terminal block,
or equivalent termination point, and terminate ELI's collocation
cable facilities on the designated terminal block. The EISCC
also provides for the cross connection to connect the unbundled
network element to ELI's cable facilities on the designated
terminal block. GTE has no obligation to combine any unbundled
network elements for ELI; Provided, however, that to the extent
that GTE may be specifically required to combine unbundled
network elements and/or provide unbundled network elements in
existing combinations pursuant to a final and effective decision
that is binding on GTE, GTE will negotiate with ELI regarding
the provisioning of such elements in accordance with that
decision. Once GTE's unbundled network elements have been
connected to ELI's facilities, as described in this Agreement,
ELI is not precluded from combining the unbundled elements using
its own facilities, except that ELI may not combine unbundled
GTE network elements to provide solely interexchange service or
solely access service to an interexchange carrier.
2.4 Service Quality. To the degree reasonably possible, all service
---------------
attributes, grades-of-service and installation, maintenance and repair
intervals which apply to the bundled service will apply to unbundled
network elements. GTE shall provide unbundled network elements to ELI
that are equal in quality and performance standards to the same
unbundled network elements GTE provides to its affiliates and other
carriers. Except as required by the express terms of this Agreement
and by federal or State law, GTE shall not be responsible for impacts
on service attributes, grades of service, etc., resulting from ELI's
specific use of or modification to any unbundled network element.
2.5 Nondiscrimination Provision and Support. GTE shall provide unbundled
---------------------------------------
network elements in as timely a manner as the volume of requests
reasonably allows and consistent with the service provisioning terms
and conditions in this Agreement and state or federal requirements.
GTE shall provision unbundled network elements in a non-discriminatory
manner and shall provide power to such elements on the same basis as
GTE provides to itself, its affiliates and other carriers to whom GTE
provides unbundled network elements.
3. Network Interface Device.
------------------------
VII-3
<PAGE>
3.1 Direct Connection. ELI must terminate any unbundled loop leased from
-----------------
GTE to a GTE Network Interface Device ("NID"), and GTE shall provide
the NID in its existing combination with the unbundled loop. ELI
shall be permitted to connect its own loop directly to GTE's NID as
long as such direct connection does not adversely affect GTE's
network. In order to minimize any such adverse effects, ELI shall
follow the procedures in Sections 3.1.1 and 3.1.2 below.
3.1.1 When connecting its own loop facility directly to GTE's NID for
a residence or business customer, ELI must make a clean cut on
the GTE drop wire at the NID so that no bare wire is exposed.
ELI shall not remove or disconnect GTE's drop wire from the NID
or take any other action that might cause GTE's drop wire to be
left lying on the ground.
3.1.2 At multi-tenant customer locations, ELI must remove the jumper
wire from the distribution block (i.e. the NID) to the GTE
cable termination block. If ELI cannot gain access to the cable
termination block, ELI must make a clean cut at the closest
point to the cable termination block. At ELI's request and
discretion, GTE will determine the cable pair to be removed at
the NID in multi-tenant locations. ELI will compensate GTE for
locating the cable pair to be removed at the nonrecurring Loop
Facility Charge specified in Appendix F.
3.1.3 GTE agrees to offer NIDs for lease to ELI but not for sale. ELI
may remove GTE identification from any NID which it connects to
a ELI loop, but ELI may not place its own identification on
such NID.
3.2 NID to NID Connection. ELI may install its own NID and effect a NID
---------------------
to NID connection between its NID and the GTE NID to gain access to
the end user's inside wiring.
3.2.1 If ELI provides its own loop facilities, it may elect to move
all inside wire terminated on a GTE NID to an ELI NID. In this
instance, a NID to NID connection will not be required. ELI, or
the end user premise owner, can elect to leave the GTE
disconnected NID in place, or to remove the GTE NID from the
premise and dispose of it entirely.
3.3 Removal of Cable Pairs. Removal of existing cable pairs required for
----------------------
ELI to terminate service is the responsibility of ELI.
3.4 Maintenance. When ELI provides its own loop and connects directly to
-----------
GTE's NID, GTE does not have the capability to perform remote
maintenance. ELI can perform routine maintenance via its loop and
inform GTE once the trouble has been isolated to the NID and GTE will
repair (or replace) the NID, or, at ELI's option, ELI can make a NID
to NID connection, using the GTE NID only to gain access to the inside
wire at the customer location.
VII-4
<PAGE>
3.5 Collocation Requirement. When ELI purchases a GTE NID as a stand-
-----------------------
alone unbundled element, the collocation arrangement described in
Section 2.3.1 of this Article is not required.
4. Loop Elements.
-------------
4.1 Service Description. A "loop" is the transmission facility (or
-------------------
channel or group of channels on such facility) which extends from a
Main Distribution Frame ("MDF") or functionally comparable piece of
equipment in a GTE end office or wire center to a demarcation or
connector block in/at a subscriber's premises. Traditionally, loops
were provisioned as 2-wire or 4-wire copper pairs running from the end
office MDF to the customer premises. However, a loop may be provided
via other media, including radio frequencies, as a channel on a high
capacity feeder/distribution facility which may, in turn, be
distributed from a node location to the subscriber premises via a
copper or coaxial drop facility, etc.
4.2 Categories of Loops. GTE shall provide the following general
-------------------
categories of loops according to their technical configuration and
capabilities:
4.2.1 "2-wire analog voice grade" loops will support analog
transmission of 300-3000 Hz, repeat loop start or ground start
seizure and disconnect in one direction (toward the end office
switch), and repeat ringing in the other direction (toward the
end user). This loop is commonly used for local dial tone
service. Rates are as reflected in Appendix F, including non-
recurring charges.
4.2.2 "4-wire analog voice grade" loops conform to the
characteristics of a 2-wire voice grade loop and, in addition,
can support the simultaneous independent transmission of
information in both directions. Rates are as reflected in
Appendix F, including non-recurring charges.
4.2.3 "2-wire digital" loops will support industry standard
specifications for digital transmission. Special provisioning
(removal of bridge taps and/or load coils) may be required to
conform to these industry standards. Rates are as reflected in
Appendix F, including non-recurring charges.
4.2.4 "4-wire digital" loops will support industry standard
specifications for digital transmission. Special provisioning
(removal of bridge taps and/or load coils) may be required to
conform to these industry standards. Rates are as reflected in
Appendix F, including non-recurring charges.
4.2.5 "DS-1" loops will support a digital transmission rate of 1.544
Mbps. The DS-1 loop will have no bridge taps or load coils and
will employ special line treatment. DS-1 loops will include
span line repeaters where required,
VII-5
<PAGE>
office terminating repeaters, and DSX cross connects. Prices
and specifications for DS-1 grade loops are the prices set
forth in the appropriate GTE special access tariff.
4.2.6 "DS-3" loops will support the transmission of isochronous
bipolar serial data at a rate of 44.736 Mbps. This DS-3 type of
loop provides the equivalent of 28 DS-1 channels and shall
include the electronics at either end. Prices and
specifications for DS-3 grade loops are the prices set forth in
the appropriate GTE special access tariff.
4.3 Conditioned Loops.
-----------------
4.3.1 ELI may also require that analog loops ordered above be
conditioned in order for them to provide the end-user service.
Examples of this type of conditioning are: Type C, Type DA,
Improved C, etc. The price for such conditioned loops shall be
the applicable charge as provided in the appropriate GTE
intrastate special access tariff.
4.3.2 Digital loops ordered above shall be provisioned to meet
industry standard service levels for generally available
digital services, such as ISDN or xDSL, without the requirement
for ordering additional conditioning. ELI must indicate on the
order, via industry standard ordering codes, the service
capability requested. Additional charges may apply for services
such as deloading the cable pair or providing midspan
repeaters.
4.4 Loop Testing.
------------
4.4.1 GTE will not perform routine testing of the unbundled loop for
maintenance purposes. ELI will be required to provision a loop
testing device either in its central office (switch location),
Network Control Center or in its collocation arrangement to
test the unbundled loop. GTE will perform repair and
maintenance once trouble is identified by ELI.
4.4.2 All loop facilities furnished by GTE on the premises of ELI's
end users and up to the network interface or functional
equivalent are the property of GTE. GTE must have access to all
such facilities for network management purposes. GTE employees
and agents may enter said premises at any reasonable hour to
test and inspect such facilities in connection with such
purposes or, upon termination or cancellation of the loop
facility, to remove such facility.
4.4.3 If ELI leases digital loops to transmit specified digital
signals, GTE will test the loop and provide recorded test
results to ELI as a part of provisioning that loop. If loop
tests are conducted in maintenance and repair cases, GTE will
provide any recorded readings to ELI at the time
VII-6
<PAGE>
the trouble ticket is closed in the same manner as GTE provides
to itself and its end users, affiliates, and carriers to whom
GTE provides loops.
4.5 Pair Gain Technologies. GTE cannot provide an unbundled loop that
----------------------
currently is being provisioned using integrated digital loop carrier
("IDLC") technology or analog carrier technology. Where GTE utilizes
other types of pair gain technology to provision the loop element, GTE
may be able to provide an unbundled loop, depending on the technology
involved, but the capabilities of the loop may be limited. If ELI
orders an unbundled loop to a location that is normally served by pair
gain technology and GTE cannot meet the requirements of the ordered
loop using the pair gain technology, GTE will use alternate
facilities, if available, to provision the loop. If alternate
facilities are not available, GTE will advise ELI that facilities are
not available to provision the loop. GTE will not construct
additional facilities at GTE's expense to provide the loop for ELI,
but ELI may use the bona fide request process in Article VIII of this
Agreement to request that GTE construct additional facilities at ELI's
expense.
4.5.1 GTE will work with ELI to develop a joint planning process to
allow ELI to assess the impact of GTE's use of pair gain
technology in marketing ELI services that are dependent on
unbundled loops provided by GTE. Such a process will provide
general information as to the type and relative use of pair
gain technology in a market, as well as the capability to
determine on a customer specific/route specific basis if pair
gain technology is used to provision the loop.
4.5.2 GTE will permit ELI to collocate digital loop carriers and
associated equipment in conjunction with collocation
arrangements ELI maintains at a GTE wire center for the purpose
of interconnecting to unbundled loop elements.
4.6 Unbundled Loop Facility Certification.
-------------------------------------
4.6.1 Before deploying any service enhancing copper cable technology
(e.g., HDSL, ISDN, etc.) over unbundled analog voice grade
loops leased from GTE, ELI shall notify GTE of such intentions
to enable GTE to assess the loop transport facilities to
determine whether there are any existing copper cable loop
transport technologies (e.g., analog carrier, etc.) deployed
within the same cable sheath that would be interfered with if
ELI deployed the proposed service enhancing copper cable
technology. If there are existing copper cable loop transport
technologies already deployed within the same cable sheath, or
if GTE already has existing near term (within 18
______________________
/1/ See Bellcore TR-TSY-000008, Digital Interface Between the SLC-96 Digital
Loop Carrier System and Local Digital Switch and TR-TSY-000303, Integrated
Digital Loop Carrier (IDLC) Requirements, Objectives and Interface.
VII-7
<PAGE>
months of the date of facility certification) plans to deploy
copper cable loop transport technologies that would be
interfered with as described above, GTE will so inform ELI and
ELI shall not be permitted to deploy such service enhancing
copper cable technologies. GTE, however, will work with ELI to
provide alternate facilities that will enable ELI to deploy
ELI's proposed service enhancing copper cable technology. GTE
will charge ELI the applicable engineering time and labor costs
to perform the certification.
4.6.2 If ELI fails to notify GTE of its plans to deploy service
enhancing copper cable technology over unbundled analog voice
grade loops and obtain prior certification from GTE of the
facilities, if ELI's deployment of such technology is
determined to have caused interference with existing or planned
copper cable loop transport technologies deployed by GTE in the
same cable sheath, ELI will immediately remove such service
enhancing copper cable technology and shall reimburse GTE for
all reasonably incurred expense related to this interference.
4.6.3 If ELI orders digital loops as specified above and provides the
industry standard codes on the order indicating the type of
service to be deployed on the loop, no notification is
required. GTE will determine if compatibility issues exist and,
if facilities are available, will provide a loop capable of
meeting the requested service capabilities.
4.7 Compatibility. Provided ELI has notified GTE, pursuant to section 4.6
-------------
above, of the service enhancing copper cable technology deployed on an
unbundled loop, GTE will not deploy service enhancing copper cable
technology within the same cable sheath that will be incompatible with
ELI's technology.
4.8 Subloops.
--------
4.8.1 GTE will provide as separate items the loop distribution, loop
concentrator and loop feeder on a case-by-case basis pursuant
to a Bona Fide Request ("BFR").
4.8.2 GTE will design and construct loop access facilities (including
loop feeders and loop concentration/multiplexing systems) in
accordance with standard industry practices as reflected in
applicable tariffs and/or as agreed to by GTE and ELI.
4.8.3 Transport for loop concentrators/multiplexers services not
supported by embedded technologies will be provided pursuant to
applicable tariffs or as individually agreed upon by GTE and
ELI. The Parties understand that embedded loop
concentrators/multiplexers are not necessarily capable of
providing advanced and/or digital services.
VII-8
<PAGE>
4.8.4 GTE will provide loop transmission characteristics as specified
in Section 4.4.3 of this Article.
4.9 Loop Identification. At a multi-tenant location, GTE will identify
-------------------
the cable pair, at the cable termination block or at the distribution
block (NID), used to provide the unbundled loop. If the cable pair is
not properly marked, GTE will take the necessary steps to identify the
cable pair at no additional charge to ELI.
5. Port and Local Switching Elements.
---------------------------------
5.1 Port. A "port" provides for the interconnection of individual loops
----
or trunks to the switching components of GTE's network. In general,
it is a line card or trunk card and associated peripheral equipment on
GTE end office switch that serves as the hardware termination for the
end user's Exchange Service on that switch and generates dial tone and
provides the end user access to the public switched telecommunications
network. The port does not include such features and functions which
are provided as part of Local Switching. Each line-side port is
typically associated with one (or more) telephone number(s), which
serve as the end user's network address.
5.2 Ports Available as Unbundled Network Elements. There are four types
---------------------------------------------
of ports available as unbundled network elements;
5.2.1 "2-wire analog line" port is a line side switch connection
employed to provide basic residential and business type
Exchange Service.
5.2.2 "2-wire ISDN digital line" port is a Basic Rate Interface
("BRI") line side switch connection employed to provide ISDN
Exchange Services.
5.2.3 "DS-1 digital trunk" port is a trunk side switch connection
employed to provide the equivalent of 24 analog incoming trunk
type Exchange Services, such as direct inward dialing ("DID").
5.2.4 "4-wire ISDN digital DS-1 trunk" port is a Primary Rate
Interface ("PRI") trunk side switch connection employed to
provide the ISDN Exchange Services.
5.3 Port Prices. Prices for ports are listed in Appendix F.
----------- ----------
5.4 Local Switching. "Local switching" provides the basic switching
---------------
functions to originate, route and terminate traffic and any signaling
deployed in the switch. Vertical features are optional services
provided through software programming in the switch which can be added
on a per-feature basis with applicable rate. GTE will offer only
those features and functions currently available to the particular
platform used (e.g., DMS, 5ESS, GTD5). Any feature or function which
is not
VII-9
<PAGE>
available, but the switch is capable of providing, may be requested
via the BFR process. ELI will be responsible for bearing any costs
incurred by GTE in making such feature/function available, including
Right-to-Use ("RTU") fees. The rates for local switching and vertical
features are listed in Appendix F.
----------
5.4.1 ELI must purchase local switching with the line-side port or
trunk-side port, if applicable, and GTE shall provide the local
switching in its existing combination with the applicable port.
5.5 Compliance with Section 2.3. ELI shall only order unbundled elements
---------------------------
in accordance with Section 2.3 herein and it will be the
responsibility of ELI to make arrangements for the delivery of
interexchange traffic and routing of traffic over interoffice
transmission facilities, if applicable.
5.6 Shared Transport. "Shared transport" is the physical interoffice
----------------
facility medium that is used to transport a call between switching
offices. A central office switch translates the end user dialed
digits and routes the call over a Common Transport Trunk Group that
rides interoffice transmission facilities. These trunk groups and the
associated interoffice transmission facilities are accessible by any
end user (GTE end user or CLEC end user when the CLEC has purchased
unbundled local switching) and are referred to as "shared transport
facilities."
5.6.1 Many calls riding shared transport facilities will also be
switched by GTE's access tandem. This tandem switching function
is included as a rate component of shared transport, as set
forth in Appendix D. GTE will provide shared transport from a
call originating from an unbundled switch port to the point
where the call leaves GTE's network (the IP).
5.6.2 When ELI purchases unbundled local switching, ELI is obligated
to purchase unbundled shared transport. All of the billing
elements associated with shared transport are billed upon call
origination, unless the call involves an IXC.
5.6.3 The rating of shared transport is based on the duration of a
voice grade (or DS-0) call on GTE's network. Shared transport
is comprised of three billing components: (1) Shared Transport
- Facility Miles (usage and distance sensitive); (2) Shared
Transport - Termination (per end, usage sensitive); and (3)
Tandem Switching (usage sensitive). Until an industry standard
solution is implemented for generating AMA recordings that
indentify tandem routed calls, the parties will use a shared
transport composite rate using the tandem switching rate, two
(2) terminations, and an assumed facility miles length of ten
(10) miles. This interim methodology will be used in lieu of
actual detailed AMA recordings and bill generation.
VII-10
<PAGE>
5.6.4 GTE is responsible for the sizing of the shared transport
network. All analysis, engineering, and trunk augmentations to
Common Transport Trunk Groups will be the sole responsibility
of GTE. To ensure that the network is appropriately sized, GTE
may request traffic forecasts from ELI if ELI requests
unbundled local switching. These forecasts must be provided to
GTE on a quarterly basis, with a twelve (12) month outlook.
5.6.5 GTE provides shared transport between GTE switching offices
(e.g., between GTE end offices, a GTE end office and a GTE
tandem switch, between a GTE end office and the IP of a
connecting telecommunications company, or between a tandem
switch and the IP of a connecting telecommunications company).
However, the transport between a GTE switching office and the
ELI switching office must be purchased as dedicated transport
and is not provided as shared transport.
6. Dedicated Transport.
-------------------
6.1 Dedicated transport is purchased for the purpose of transporting
Telecommunications Services between designated serving wire centers
("SWCs") within the same LATA. Dedicated transport may extend between
two GTE SWCs ("Interoffice Dedicated Transport" or "IDT") or may
extend from the GTE SWC to the ELI premise ("CLEC Dedicated Transport"
or "CDT"). CDT remains within the exchange boundaries of the SWC,
while IDT traverses exchange boundaries. IDT and CDT are further
defined in Sections 6.2 and 6.3 below.
6.2 CDT is the dedicated transport facility connecting the GTE SWC to
ELI's Customer Designated Location ("CDL"). The CDL will be
designated where the CLEC's physical network begins (the CDL cannot be
designated at an end user customer location).
6.3 CDT includes the equipment required to terminate the interoffice
facility within ELI's CDLs and within the GTE SWC. This element also
includes the transport facility between the two locations but extends
no farther into GTE's network than the CDL's SWC. CDT has no
switching components and is available in bandwidth increments of DS0,
DS1, or DS3 at rates outlined in Appendix F.
6.4 CDT consists of monthly recurring (non-usage sensitive) billable
elements that are dependent on bandwidth, but may vary depending on
the termination arrangement at the CDL (Office Terminating Repeater
vs. SONET terminal, first system vs. additional system, etc.).
6.5 IDT is the dedicated transport facility connecting two GTE SWCs and
excludes the facilities between the SWC and the CDL. IDT has no
switching components and is available in bandwidth increments of DS0,
DS1, and DS3 at rates outlined in Appendix F.
VII-11
<PAGE>
6.6 The price of IDT varies with the bandwidth and consists of monthly
recurring (non-usage sensitive) billable elements. The components are
Transport Facility Miles (monthly recurring) and Transport Termination
(per end, monthly recurring).
7. SS7 Transport and Signaling. SS7 signaling and transport services in
---------------------------
support of ELI's local exchange services shall be provided in accordance
with the terms and conditions of Appendix I attached to, and made a part
of, this Agreement.
7.1 GTE will provide interconnection with its SS7 at the STPs but not at
other points.
8. LIDB Services. Access to GTE's LIDB shall be provided in accordance with
-------------
the rates, terms and conditions of GTE's switched access tariff, GTOC
Tariff FCC No. 1, Section 8.
9. Database 800-Type Services. Access to GTE's 800-Type database (i.e., 888,
--------------------------
877) shall be provided in accordance with the rates, terms and conditions
of GTE's switched access tariff, GTOC Tariff FCC No. 1, Section 8.
10. Operator Services ("OS") and Directory Assistance ("DA"). GTE will provide
--------------------------------------------------------
OS and DA to ELI in accordance with the terms set forth as follows:
10.1 When OS and/or DA is to be provided for calls that originate from
ELI's switch, GTE will provide branded or unbranded OS and/or DA
pursuant to separate contracts to be negotiated in good faith between
the Parties after execution and approval of this Agreement by the
Commission.
10.2 When OS and/or DA is to be provided for calls that originate from an
unbundled port with local switching under this Article and neither
branding nor unbranding is requested, ELI's calls will access GTE's
OS and/or DA platform and will be processed in the same manner as GTE
calls.
10.3 When OS and/or DA is to be provided for calls that originate from an
unbundled port and local switching under this Article and either
branding or unbranding is requested, GTE will provide such unbranding
or rebranding on a switch-by-switch basis, subject to capability and
capacity limitations. When technically capable of doing so, GTE shall
implement an order for unbranding or rebranding within 90 Business
Days of receipt of that order.
10.4 To the extent authorized by the FCC and the Commission, ELI will be
billed charges for OS and DA and a charge for unbranding or
rebranding and Customized Routing as set forth in Section 11.2. In
addition, charges specified in Section 11.4 will apply.
VII-12
<PAGE>
10.5 For those offices that ELI has requested GTE to rebrand and/or
unbrand OS and DA, GTE will provide it where GTE provides its own OS
and DA service subject to capability and capacity limitations where
Customized Routing is currently available. If GTE uses a Third Party
contractor to provide OS or DA, GTE will not provide branding nor
will GTE negotiate it with a Third Party on behalf of ELI. ELI must
negotiate with the Third Party. In these instances, ELI will need to
purchase customized routing to differentiate its OS/DA traffic from
GTE's traffic.
11. Customized Routing. Where technically feasible and upon receipt of written
------------------
request from ELI, GTE agrees to provide customized routing for the
following types of calls:
0-
0+Local
0+411
1+411
0+HNPA-555-1212 (intraLATA, only when intraLATA
presubscription is not available)
1+HNPA-555-1212 (intraLATA, only when intraLATA
presubscription is not available)
11.1.1 GTE will provide ELI a list of switches that can provide
customized routing using line class codes or similar method
(regardless of current capacity limitations). ELI will return
a list of these switches ranked in priority order. GTE will
return to ELI a schedule for customized routing in the
switches with existing capabilities and capacity.
11.1.2 Upon written request from ELI, GTE will provide ELI with
applicable charges, and terms and conditions, for providing OS
and DA, branding, and Customized Routing.
11.1.3 Subject to the above provisions, GTE will choose the method of
implementing customized routing of OS and DA calls.
11.1.4 The use of customized routing will require the purchase of a
trunk side port and dedicated facilities between the GTE end
office and the designated OS/DA platform. The rates for these
elements will be billed in accordance with Appendix F.
----------
12. Advanced Intelligent Network Access ("AIN"). GTE will provide ELI access
-------------------------------------------
to GTE AIN functionality from GTE's AIN SCP via GTE's local switch or ELI's
local switch.
13. Directory Assistance Listing. When ELI orders an unbundled port, ELI has
----------------------------
the option to submit a Directory Service Request ("DSR") to have the
listing included in GTE's
VII-13
<PAGE>
Directory Assistance database. The applicable ordering charge will be
applied for processing the DSR.
14. Operational Support Systems ("OSS"). GTE shall provide OSS functions to
-----------------------------------
ELI for preordering, ordering, provisioning, and billing that are generally
available as described in Appendix H.
VII-14
<PAGE>
ARTICLE VIII
ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS
1. Bona Fide Request Process.
-------------------------
1.1 Intent. The Bona Fide Request process is intended to be used when ELI
------
requests customized Service Orders for certain services, features,
capabilities or functionality defined and agreed upon by the Parties
as services to be ordered as Bona Fide Requests.
1.2 Process.
-------
1.2.1 A Bona Fide Request shall be submitted in writing by ELI and
shall specifically identify the need to include technical
requirements, space requirements and/or other such
specifications that clearly define the request such that GTE
has sufficient information to analyze and prepare a response.
1.2.2 Although not expected to do so, ELI may cancel a Bona Fide
Request in writing at any time prior to ELI and GTE agreeing to
price and availability. GTE will then cease analysis of the
request.
1.2.3 Within two (2) Business Days of its receipt, GTE shall
acknowledge in writing the receipt of the Bona Fide Request and
identify a single point of contact and any additional
information needed to process the request.
1.2.4 Except under extraordinary circumstances, within ten (10)
Business Days of its receipt of a Bona Fide Request, GTE shall
provide a proposed price and availability date, or it will
provide an explanation as to why GTE elects not to meet ELI's
request. If extraordinary circumstances prevail, GTE will
inform ELI as soon as it realizes that it cannot meet the ten
(10) Business Day response due date. ELI and GTE will then
determine a mutually agreeable date for receipt of the request.
1.2.5 Unless ELI agrees otherwise, all proposed prices shall be
consistent with the pricing principles of the Act, FCC and/or
the Commission. Payments for services purchased under a Bona
Fide Request will be made upon delivery, unless otherwise
agreed to by ELI, in accordance with the applicable provisions
of the Agreement.
1.2.6 Upon affirmative response from GTE, ELI will submit in writing
its acceptance or rejection of GTE's proposal. If at any time
an agreement cannot be reached as to the terms and conditions
or price of the request
VIII-1
<PAGE>
GTE agrees to meet, the Dispute resolution procedures described
in Article III hereunder may be used by a Party to reach a
resolution.
2. Transfer of Service Announcements. For services other than GTE resold and
---------------------------------
ported number services, when an end user customer transfers service from
one Party to the other Party, and does not retain its original telephone
number, the Party formerly providing service to the end user will provide,
upon request and if such service is provided to its own customers, a
referral announcement on the original telephone number. This announcement
will provide the new number of the customer and will remain in effect for
the same time period this service is provided to GTE's own end users. For
GTE resold and ported number services, GTE shall provide an intercept
referral on behalf of ELI.
3. Misdirected Calls. The Parties will employ the following procedures for
-----------------
handling any misdirected calls (e.g., Business office, repair bureau,
etc.).
3.1 To the extent the correct provider can be determined, each Party will
refer misdirected calls to the proper provider of local exchange
service. When referring such calls, both Parties agree to do so in a
courteous manner, at no charge.
3.2 For misdirected repair calls, the Parties will provide their
respective repair bureau contact number to each other on a reciprocal
basis and provide the end user the correct contact number.
3.3 In responding to misdirected calls, neither Party shall make
disparaging remarks about each other, nor shall they use these calls
as a basis for internal referrals or to solicit end users or to market
services.
4. 911/E911 Arrangements.
---------------------
4.1 Description of Service. ELI will install a minimum of two (2)
----------------------
dedicated trunks to GTE's 911/E911 selective routers (i.e., 911 tandem
offices) that serve the areas in which ELI provides Exchange Services,
for the provision of 911/E911 services and for access to all
subtending PSAPs. The dedicated trunks shall be, at a minimum, DS-0
level trunks configured as a 2-wire analog interface or as part of a
digital (1.544 Mbps) interface in which all circuits are dedicated to
9-1-1 traffic. Either configuration shall use CAMA type signaling
with multifrequency ("MF") tones that will deliver ANI with the voice
portion of the call. GTE will provide ELI with the appropriate CLLI
codes and specifications of the tandem office serving area or the
location of the primary PSAP when there is no 911 routing in that 911
district. If an ELI central office serves end users in an area served
by more than one (1) GTE 911/E911 selective router, ELI will install a
minimum of two (2) dedicated trunks in accordance with this Section to
each of such 911/E911 selective routers or primary PSAP.
VIII-2
<PAGE>
4.2 Transport. If ELI desires to obtain transport from GTE to the GTE 911
---------
selective routers, ELI may purchase such transport from GTE at the
rates set forth in Appendix G.
4.3 Cooperation and Level of Performance. The Parties agree to provide
------------------------------------
access to 911 /E911 in a manner that is transparent to the end user.
The Parties will work together to facilitate the prompt, reliable and
efficient interconnection of ELI's systems to the 911/E911 platforms,
with a level of performance that will provide the same grade of
service as that which GTE provides to its own end users. To this end,
GTE will provide documentation to ELI showing the correlation of its
rate centers to its E911 tandems at rates set forth in Appendix G.
4.4 Basic 911 and E911 General Requirements:
---------------------------------------
4.4.1 Basic 911 and E911 provides a caller access to the appropriate
emergency service bureau by dialing a 3-digit universal
telephone number (911).
4.4.2 Where GTE has a 911 selective router installed in the network
serving the 911 district, GTE shall use subscriber data derived
from the Automatic Location Identification/Database Management
System (ALI/DMS) to selectively route the 911 call to the
Public Safety Answering Point (PSAP) responsible for the
caller's location.
4.4.3 All requirements for E911 also apply to the use of SS7 as a
type of signaling used on the interconnection trunks from the
local switch to an end office or a selective router.
4.4.4 Basic 911 and E911 functions provided to ELI shall be at least
at parity with the support and services that GTE provides to
its subscribers for such similar functionality.
4.4.5 Basic 911 and E911 access from Local Switching shall be
provided to ELI in accordance with the following:
4.4.5.1 GTE and ELI shall conform to all state regulations
concerning emergency services.
4.4.5.2 For E911, both ELI and GTE shall use their respective
service order processes to update access line
subscriber data for transmission to the database
management systems. Validation will be done via MSAG
comparison listed in Section 4.4.5.5.
4.4.5.3 If legally required by the appropriate jurisdiction,
GTE shall provide or overflow 911 traffic to be routed
to GTE Operator
VIII-3
<PAGE>
Services or, at ELI's discretion, directly to ELI Operator
Services.
4.4.5.4 Basic 911 and E911 access from the ELI local switch shall
be provided from GTE to ELI in accordance with the
following:
4.4.5.4.1 If required by ELI and technically feasible, GTE
shall interconnect direct trunks from the ELI
network to the E911 PSAP, or to the E911
selective routers as designated by ELI. Such
trunks may alternatively be provided by ELI.
4.4.5.4.2 In government jurisdictions where GTE has
obligations under existing Agreements as the
primary provider of the 911 System to the county
(i.e., "lead telco"), ELI shall participate in
the provision of the 911 System as follows:
4.4.5.4.2.1 Each Party shall be responsible for
those portions of the 911 System
for which it has control, including
any necessary maintenance to each
Party's portion of the 911 System.
4.4.5.4.2.2 ELI and GTE recognize that the lead
telco in a 911 district has the
responsibility of maintaining the
ALI database for that district.
Each company will provide its
access line subscriber records to
the database organization of that
lead telco. ELI and GTE will be
responsible for correcting errors
when notified by either the 911
district or its customer, and then
submitting the corrections to the
lead telco. Lead telco database
responsibilities are covered in
Section 4.4.5.5 of this Article.
4.4.5.4.2.3 ELI shall have the right to verify
the accuracy of information
regarding ELI customers in the ALI
database using methods and
procedures mutually agreed to by
the Parties. The fee for this
service shall be determined based
upon the agreed upon solution.
VIII-4
<PAGE>
4.4.5.4.3 If a Third Party is the primary service provider
to a 911 district, ELI 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 ELI are
totally separate from this Agreement and GTE
makes no representations on behalf of the Third
Party.
4.4.5.4.4 If ELI or Affiliate is the primary service
provider to a 911 district, ELI and GTE shall
negotiate the specific provisions necessary for
providing 911 service to the agency and shall
include such provisions in an amendment to this
Agreement.
4.4.5.4.5 Interconnection and database access shall be at
rates as set forth in Appendix G.
4.4.5.4.6 GTE shall comply with established, competitively
neutral intervals for installation of
facilities, including any collocation
facilities, diversity requirements, etc.
4.4.5.4.7 In a resale situation, where it may be
appropriate for GTE to update the ALI database,
GTE shall update such database with ELI data in
an interval no less than is experienced by GTE
subscribers, or than for other carriers,
whichever is faster, at no additional cost.
4.4.5.5 The following are Basic 911 and E911 Database Requirements:
4.4.5.5.1 The ALI database shall be managed by GTE, but is
the property of GTE and any participating LEC or
CLEC which provides their records to GTE.
4.4.5.5.2 Copies of the MSAG shall be provided within five
(5) business days after the date the request is
received and provided on diskette or paper copy
at the rates set forth in Appendix G.
4.4.5.5.3 ELI shall be solely responsible for providing
ELI database records to GTE for inclusion in
GTE's ALI database on a timely basis.
4.4.5.5.4 GTE and ELI shall arrange for the automated
input and periodic updating of the E911 database
information
VIII-5
<PAGE>
related to ELI end users. GTE shall work
cooperatively with ELI to ensure the accuracy of
the data transfer by verifying it against the
Master Street Address Guide ("MSAG"). GTE shall
accept electronically transmitted files or
magnetic tape that conform to National Emergency
Number Association ("NENA") Version #2 format.
4.4.5.5.5 ELI shall assign an E911 database coordinator
charged with the responsibility of forwarding
ELI end user ALI record information to GTE or
via a third-party entity, charged with the
responsibility of ALI record transfer. ELI
assumes all responsibility for the accuracy of
the data that ELI provides to GTE.
4.4.5.5.6 GTE shall update the database within one (1)
business day of receiving the data from ELI. If
GTE detects an error in the ELI provided data,
the data shall be returned to ELI within one day
from when it was provided to GTE. ELI shall
respond to requests from GTE to make corrections
to database record errors by uploading corrected
records within one day. Manual entry shall be
allowed only in the event that the system is not
functioning properly.
4.4.5.5.7 GTE agrees to treat all data on ELI subscribers
provided under this Agreement as strictly
confidential and to use data on ELI subscribers
only for the purpose of providing E911 services.
4.4.5.5.8 GTE shall adopt use of a Carrier Code (NENA
standard five-character field) on all ALI
records received from ELI. The Carrier Code will
be used to identify the carrier of record in NP
configurations. The NENA Carrier Code for ELI is
"ELI"; the NENA Carrier Code for GTE is "GTE."
4.4.5.6 GTE and ELI will comply with the following requirements for
network performance, maintenance and trouble notification.
4.4.5.6.1 Equipment and circuits used for 911 shall be
monitored at all times. Monitoring of circuits
shall be done to the individual trunk level.
Monitoring shall be conducted by GTE for trunks
between the selective router and all associated
PSAPs.
VIII-6
<PAGE>
4.4.5.6.2 Repair service shall begin immediately upon
report of a malfunction. Repair service includes
testing and diagnostic service from a remote
location, dispatch of or in-person visit(s) of
personnel. Where an on-site technician is
determined to be required, a technician will be
dispatched without delay.
4.4.5.6.3 GTE shall notify ELI forty-eight (48) hours in
advance of any scheduled testing or maintenance
affecting ELI 911 service. GTE shall provide
notification as soon as possible of any
unscheduled outage affecting ELI 911 service.
4.4.5.6.4 All 911 trunks must be capable of transporting
Baudot Code necessary to support the use of
Telecommunications Devices for the Deaf
("TTY/TDDs").
4.4.5.7 Basic 911 and E911 Additional Requirements
4.4.5.7.1 All ELI lines that have been ported via INP
shall reach the correct PSAP when 911 is dialed.
Where GTE is the lead telco and provides the
ALI, the ALI record will contain both the ELI
number and GTE ported number. The PSAP attendant
shall see both numbers where the PSAP is using a
standard ALI display screen and the PSAP
extracts both numbers from the data that is
sent. GTE shall cooperate with ELI to ensure
that 911 service is fully available to all ELI
end users whose telephone numbers have been
ported from GTE, consistent with State
provisions.
4.4.5.7.2 ELI and GTE shall be responsible for reporting
all errors, defects and malfunctions to one
another. GTE and ELI shall provide each other
with a point of contact for reporting errors,
defects, and malfunctions in the service and
shall also provide escalation contacts.
4.4.5.7.3 ELI may enter into subcontracts with third
parties, including ELI Affiliates, for the
performance of any of ELI's duties and
obligations stated herein.
VIII-7
<PAGE>
4.4.5.7.4 Where GTE is the lead telco, GTE shall provide
ELI with notification of any pending selective
router moves within at least ninety (90) days in
advance.
4.4.5.7.5 Where GTE is the lead telco, GTE shall establish
a process for the management of NPA splits by
populating the ALI database with the appropriate
new NPA codes.
4.4.5.7.6 Where GTE is the lead telco, GTE shall provide
the ability for ELI to update 911 database with
end user information for lines that have been
ported via INP or LNP.
4.4.6 Basic 911 and E911 Information Exchanges and interfaces. Where GTE
is the lead telco:
4.4.6.1 GTE shall provide ELI access to the ALI Gateway which
interfaces to the ALI/DMS database. GTE shall provide
error reports from the ALI/DMS database to ELI within one
(1) day after ELI inputs information into the ALI/DMS
database. Alternately, ELI may utilize GTE or a Third
Party entity to enter subscriber information into the
database on a demand basis, and validate subscriber
information on a demand basis. The rates are set forth in
Appendix G.
4.4.6.2 GTE and ELI shall arrange for the automated input and
periodic updating of the E911 database information related
to ELI end users. GTE shall work cooperatively with ELI to
ensure the accuracy of the data transfer by verifying it
against the Master Street Address Guide ("MSAG"). GTE shall
accept electronically transmitted files or magnetic tape
that conform to National Emergency Number Association
("NENA") Version #2 format.
4.4.6.3 Updates to MSAG. Upon receipt of an error recording an ELI
subscriber's address from GTE, and where GTE is the lead
telco, it shall be the responsibility of ELI to ensure that
the address of each of its end users is included in the
Master Street Address Guide ("MSAG") via information
provided on ELI's Local Service Request ("LSR") or via a
separate feed established by ELI pursuant to Section
4.4.5.7 of this Article.
4.4.6.4 The ALI database shall be managed by GTE, but is the
property of GTE and all participating telephone companies.
The interface
VIII-8
<PAGE>
between the E911 Switch or Tandem and the ALI/DMS
database for ELI subscriber shall meet industry
standards.
4.5 Compensation. In situations in which GTE is responsible for
------------
maintenance of the 911 /E911 database and can be compensated for
maintaining ELI's information by the municipality, GTE will seek such
compensation from the municipality. GTE will seek compensation from
ELI only if and to the extent that GTE is unable to obtain such
compensation from the municipality. GTE shall charge ELI a portion of
the cost of the shared 911 /E911 selective router as set forth in
Appendix G.
5. Information Services Traffic.
----------------------------
5.1 Billing and Collection and Information Service Traffic Remuneration.
-------------------------------------------------------------------
5.1.1 In the event GTE performs switching of Information Service
Traffic (i.e., 900-976, Internet, weather lines, sports
providers, etc.) associated with resale or unbundled network
elements for ELI, GTE shall provide to ELI the same call detail
records that GTE records for its own end users so as to allow
ELI to bill its end users. GTE shall not be responsible or
liable to ELI or any Information Service Provider for Billing
and Collection and/or any receivables of Information Service
Providers.
5.1.2 Notwithstanding and in addition to Article III, Section 24, GTE
shall be indemnified and held harmless by ELI from and against
any and all suits, actions, losses, damages, claims, or
liability of any character, type, or description, including all
expenses of litigation and court cost which may arise as a
result of the provisions contained in Section 5.1.1 supra. The
indemnity contained in this section shall survive the
termination of this Agreement, for whatever reason.
5.1.3 GTE agrees to notify ELI in writing within ten (10) working
days, by registered or certified mail, of any claim made
against GTE on the obligations indemnified against pursuant to
this Section 5.
5.1.4 It is understood and agreed that the indemnity provided for in
this Section 5 is to be interpreted and enforced so as to
provide indemnification of liability to GTE to the fullest
extent now or hereafter permitted by law.
5.2 900-976 Call Blocking. GTE shall not unilaterally block 900-976
---------------------
traffic in which GTE performs switching associated with resale or
unbundled network elements. GTE will block 900-976 traffic when
requested to do so, in writing, by ELI. ELI shall be responsible for
all cost associated with the 900-976 call blocking request. GTE
reserves the right to block any and all calls which may harm or damage
its network.
VIII-9
<PAGE>
5.3 Miscellaneous. GTE reserves the right to provide to any Information
-------------
Service Provider a list of any and all Telecommunications
Providers doing business with GTE.
6. Telephone Relay Service. Local and intraLATA Telephone Relay Service
-----------------------
("TRS") enables deaf, hearing-impaired, or speech-impaired TRS users to
reach other telephone users. With respect to resold services, ELI's end
users will have access to the state authorized TRS provider to the extent
required by the Commission, including any applicable compensation
surcharges.
7. Directory Assistance (DA) and Operator Services (OS). Where ELI is
----------------------------------------------------
providing local service with its own switch, upon ELI's request GTE will
provide to ELI rebranded or unbranded directory assistance services and/or
operator services pursuant to separate contracts to be negotiated in good
faith between the Parties. If ELI so requests directory assistance
services and/or operator services, such contracts shall provide for the
following:
7.1 Directory Assistance Calls. GTE directory assistance centers shall
--------------------------
provide number and addresses to ELI end users in the same manner that
number and addresses are provided to GTE end users. If information is
provided by an automated response unit ("ARU"), such information shall
be repeated twice in the same manner in which it is provided to GTE
end users. Where available, GTE will provide call completion to ELI
end users in the same manner that call completion is provided to GTE
end users. GTE will provide its existing services to ELI end users
consistent with the service provided to GTE end users.
7.2 Operator Services Calls. GTE operator services provided to ELI end
-----------------------
users shall be provided in the same manner GTE operator services are
provided to GTE end users. In accordance with GTE practices and at
GTE rates, GTE will offer to ELI end users collect, person-to-person,
station-to-station calling, Third Party billing, emergency call
assistance, calling card services, credit for calls, time and charges,
notification of the length of call, and real time rating. GTE
operators shall also have the ability to quote ELI rates upon request
but only if there is appropriate cost recovery to GTE and to the
extent it can be provided within the technical limitations of GTE's
switches. GTE will provide its existing services to ELI end users
consistent with the service GTE provides to its own end users.
8. Directory Assistance Listings Information. GTE will include listings in
-----------------------------------------
its directory assistance database for ELI end users in the same geographic
area as GTE provides directory assistance for GTE end users as specified in
Article VI, Section 3.4.
8.1 GTE shall provide to ELI, at ELI's request, for purposes of ELI
providing ELI-branded directory assistance services to its local
customers, within sixty (60) Business Days after an order for such
tape is received, all published DA listings for that specific state
via magnetic tape. Such listings will be Confidential
VIII-10
<PAGE>
Information under this Agreement and ELI will use the listings only
for its directory assistance services to its end users. If ELI uses a
Third Party directory assistance service to its end users, ELI will
ensure that such Third Party likewise treats the listings as
Confidential Information under this Agreement, and uses them only for
such directory assistance. Changes to the DA Listing Information shall
be updated on a daily basis through the same means used to transmit
the initial list. DA Listing Information provided shall indicate
whether the customer is a residence or business customer. The rate to
be paid by ELI to GTE will be reasonable and mutually agreed.
8.2 The Parties will not release DA Listing Information that includes the
other Party's end user information to Third Parties without the other
Party's written approval. The other Party will inform the Releasing
Party if it desires to have the Releasing Party provide the other
Party's DA Listing Information to the Third Party, in which case, the
Releasing Party shall provide the other Party's DA Listing Information
at the same time as the Releasing Party provides the Releasing Party's
DA Listing Information to the Third Party. The rate to be paid by the
Releasing Party to the other Party shall be no more than the direct
costs of compiling such information. The other Party shall be
responsible for billing the Third Party.
8.3 The Parties will work together to identify and develop procedures for
database error corrections.
9. Directory Listings and Directory Distribution. ELI will be required to
---------------------------------------------
negotiate a separate agreement for directory listings and directory
distribution, except as set forth below, with GTE's directory publication
company.
Listings. ELI agrees to supply GTE on a regularly scheduled basis, at no
--------
charge, and in a mutually agreed upon format (e.g. Ordering and Billing
Forum developed), all listing information for ELI's subscribers who wish to
be listed in any GTE published directory for the relevant operating area.
Listing information will consist of names, addresses (including city, state
and zip code) and telephone numbers. Nothing in this Agreement shall
require GTE to publish a directory where it would not otherwise do so.
Listing inclusion in a given directory will be in accordance with GTE's
solely determined directory configuration, scope, and schedules, and
listings will be treated in the same manner as GTE's listings.
Distribution. Upon directory publication, GTE will arrange for the
------------
initial distribution of the directory to service subscribers in the
directory coverage area at no charge.
ELI will supply GTE in a timely manner with all required subscriber mailing
information including non-listed and non-published subscriber mailing
information, to enable GTE to perform its distribution responsibilities.
VIII-11
<PAGE>
10. Busy Line Verification and Busy Line Verification Interrupt. Each Party
-----------------------------------------------------------
shall establish procedures whereby its operator assistance bureau will
coordinate with the operator assistance bureau of the other Party to
provide Busy Line Verification ("BLV") and Busy Line Verification and
Interrupt ("BLVI") services on calls between their respective end users.
Each Party shall route BLV and BLVI inquiries over separate inward operator
services trunks. Each Party's operator assistance bureau will only verify
and/or interrupt the call and will not complete the call of the end user
initiating the BLV or BLVI. Each Party shall charge the other for the BLV
and BLVI services at the rates contained in Appendix E, or if there is no
----------
applicable rate listed in Appendix E, at the rates in their respective
----------
tariffs.
11. SAG. GTE will provide to ELI upon request the Street Address Guide at a
---
reasonable charge. Two companion files will be provided with the SAG which
lists all services and features at all LSOs, and lists services and
features that are available in a specific LSO.
12. Dialing Format Changes. GTE will provide reasonable notification to ELI of
----------------------
changes to local dialing format, i.e., 7 to 10 digit, by end office.
13. Operational Support Systems (OSS). GTE shall provide OSS functions to ELI
---------------------------------
for ordering, provisioning and billing that are generally available as
described in Appendix H attached to this Agreement. ELI shall pay GTE for
----------
access to GTE's OSS functions consistent with processes defined in Appendix
--------
H
-
VIII-12
<PAGE>
ARTICLE IX
COLLOCATION
1. Physical Collocation. GTE shall provide to ELI physical collocation of
--------------------
equipment pursuant to 47 CFR (S) 51.323 necessary for interconnection or
for access to unbundled network elements, provided that GTE may provide
virtual collocation in place of physical collocation, or in some cases deny
a particular collocation request entirely, if GTE demonstrates to the
Commission that physical collocation, or perhaps even virtual collocation,
is not practical because of technical reasons or space limitations, as
provided in Section 251(c)(6) of the Act. GTE will provide such
collocation for purposes of interconnection or access to unbundled network
elements pursuant to the terms and conditions in the applicable federal and
state EIS tariffs. GTE will work with ELI to install collocation
arrangements within the following schedule:
(1) GTE will respond to ELI within 10 days of receipt of a collocation
application as to space availability and if only the tariff rates are
applicable.
(2) If space is available but additional work beyond the tariff is
required, GTE will respond to ELI within 30 days of receipt of a
collocation application with any additional charges (e.g., environmental
conditioning charges).
(3) GTE will begin construction of the collocation space once GTE receives
50% of the nonrecurring charges from ELI.
(4) GTE will complete preparation of the collocation space for ELI within
90 days after GTE receives 50% of the nonrecurring charges from ELI, absent
extenuating circumstances beyond GTE's control (e.g., inability to obtain
necessary equipment from a vendor). ELI shall provide GTE with the
remaining 50% of the nonrecurring charges upon ELI's acceptance of the
prepared collocation space.
(5) If extenuating circumstances occur, GTE will immediately notify ELI of
those circumstances, and the Parties will negotiate a mutually acceptable
in-service date.
1.1 Space Planning. In addition to such provisions for space planning and
--------------
reservation as may be set forth in the applicable GTE federal and
state EIS tariffs, the parties agree to the following terms and
conditions.
1.1.1 GTE has the right to reasonably reserve space within its
central offices for its own use. In order to retain reserved
space GTE must provide sufficient documentation and
justification for its future use. If GTE denies ELI's
application for initial or growth collocation space based on
reserving space for GTE's future needs, GTE must demonstrate to
the Commission proper justification for GTE's reservation of
space.
IX-1
<PAGE>
1.1.2 GTE will notify ELI if it plans to build an addition to a
central office where ELI has collocated facilities, if such
addition would result in a material increase of space available
for collocation.
1.1.3 Should ELI submit to GTE a two-year forecast for space planning
for collocated facilities in a central office, GTE will, in
good faith, consider and discuss such forecast with ELI when
considering space planning or utilization decisions for such
central office; provided, however that any final space planning
or utilization decision shall be made by GTE in its sole
discretion in light of GTE requirements.
1.1.4 Subject to technical feasibility and space limitations, GTE
will make available at applicable federal and state EIS tariffs
such intraoffice facilities as may be necessary to accommodate
projected volumes of ELI traffic, or if GTE cannot provide such
facilities in a timely manner, ELI may arrange to have a third-
party contractor that is mutually acceptable to ELI and GTE
(including ELI if it is an approved GTE contractor) provision
the necessary facilities, as long as they meet or exceed GTE
standard technical specifications and requirements.
1.1.5 GTE shall not deny physical or virtual collocation to ELI on
the basis of insufficient space to accommodate a collocation
request if space could be made available for collocation in the
specific central office by removing obsolete and inactive or
substantially underutilized GTE transmission or other
equipment. If no currently vacant space is available and the
removal of such equipment is technically feasible, GTE and ELI
shall negotiate in good faith the terms and conditions of
removal of such equipment to make space available for
collocation, subject to any applicable requirements adopted by
the Commission or the FCC.
1.1.6 In the event that GTE demonstrates to the Commission that
insufficient space exists to accommodate ELI's request for
physical or virtual collocation in a particular GTE central
office, GTE will work with ELI to enable ELI to obtain
technically feasible and efficient interconnection or access
unbundled network elements. Alternatives include, but shall not
be limited to, mounting termination banks on GTE's Main
Distribution Frame to which ELI may establish connections with
its nearby facilities.
1.2 Connection to Customer Loops and Ports. Facilities for cross-
--------------------------------------
connection to unbundled loops and ports shall be provided under the
applicable GTE federal tariff for Special Access Cross Connect, until
such time as a local tariff applicable to the facilities used for such
cross-connection is filed.
IX-2
<PAGE>
1.3 Connection to Other Collocated Carriers. Subject to technical
---------------------------------------
feasibility and space limitations, ELI may interconnect with other
carriers collocated at a GTE central office at which ELI has
collocated facilities; provided, however, that ELI and such other
carriers must be collocated at the GTE central office for the primary
purpose of interconnecting with GTE or accessing GTE's unbundled
network elements. ELI may interconnect with other carriers collocated
at a GTE central office. ELI must provide GTE with written notice of
such interconnection and shall allow GTE ten (10) Business Days in
which to elect to provide the facilities necessary to accomplish such
interconnection. ELI and the other collocated carriers may provide
the necessary interconnection facilities only if GTE elects not to
provide such facilities, or if GTE cannot provision the
interconnection facilities within thirty (30) calendar days of ELI's
written notice, or if GTE fails to so elect within the ten (10)
Business Days after receipt of ELI's written notice. If GTE elects
and is able to provide interconnection facilities under this section,
GTE will provide this cross connection under the GTE federal tariff
for Special Access Cross Connect, until such time as a local tariff
applicable to the facilities used for such interconnection facilities
is filed, or pursuant to rates, terms, and conditions that the Parties
may negotiate.
1.4 Choice of Vendor. ELI may use the vendor of its choice to install,
----------------
maintain and repair equipment within ELI's collocated space. Access
by the employees, agents or contractors of such vendor shall be
subject to the same restrictions on access by employees, agents or
contractors of ELI imposed under the applicable GTE federal and state
EIS tariffs, including but not limited to certification and approval
by GTE.
1.5 Monitoring. Subject to technical feasibility and space limitations,
----------
ELI may extend its own facilities for remote monitoring of its
collocated equipment to its collocated space. ELI may request that
GTE provide the facilities necessary for such remote monitoring, at
which time GTE and ELI will negotiate in good faith the price, terms
and conditions of remote monitoring by GTE.
1.6 Phone Service. Upon ordering collocated space, ELI may order that its
-------------
collocation cage be provided with plain old telephone service (POTS)
commencing at such time as GTE has completed construction of the
collocated space. ELI shall pay separately for any ordered POTS
service.
1.7 Intraoffice Diversity. At ELI's request, GTE will provide diversity
---------------------
for ingress/egress fiber and power cables where such diversity is
available and subject to technical feasibility and space limitations.
1.8 Proprietary Information. The Parties shall protect all proprietary
-----------------------
information disclosed by ELI in any request for collocation or by GTE
in response to such request, to the extent required under this
Agreement and any other non-disclosure
IX-3
<PAGE>
agreements existing as of the date ELI submits its request for
collocation space to GTE.
1.9 Notification of Modifications. GTE will notify ELI of modifications
-----------------------------
to collocation space in accord with the terms of applicable GTE state
and federal EIS tariffs. Upon completion of construction of ELI's
collocation space, GTE may not require ELI to modify its collocation
space or to pay any of the costs associated with modifications to
other collocation space. Additionally, GTE shall notify ELI when
major upgrades are made to the power plants supporting ELI's
collocation space or when any central office modification would impact
any service the Parties provide to each other or to their respective
end users. The following shall constitute such major upgrades:
(a) replacement of a rectifier;
(b) addition or replacement of a new fusing module;
(c) addition or replacement of a power distribution unit frame; or
(d) addition or replacement of modular rectifiers.
1.10 Drawings. When ELI orders collocation space, GTE and ELI will hold a
--------
GTE/Customer meeting in accord with applicable GTE state and federal
EIS tariffs. At such meeting, GTE will provide such drawings of GTE's
central office facility as may be necessary to adequately depict ELI's
proposed collocation space.
1.11 Construction of Space. GTE will construct ELI's collocation space in
---------------------
accord with the terms and conditions set forth in the applicable GTE
state and federal EIS tariff. In the alternative, ELI may arrange for
a third party contractor that is acceptable to GTE to construct the
collocation cage enclosure. Additionally, GTE agrees to the following
terms and conditions regarding construction of collocated space:
1.11.1 Space will be constructed in 100 square foot increments, but
GTE shall work with ELI to construct space in less than a 100
square foot increment if insufficient space exists. The
constructed space shall be designed so as to prevent
unauthorized access.
1.11.2 A standard 100 square foot cage shall have the following
standard features:
(a) eight-foot high, nine gauge chain link panels;
IX-4
<PAGE>
(b) three of the panels listed at (a) above shall measure
eight by ten feet, the fourth panel shall measure eight by
seven feet;
(c) the door to the cage shall measure eight by three feet
and shall also consist of nine gauge chain link;
(d) the cage shall be provided with one padlock set, with GTE
retaining one master key;
(e) one ac electrical outlet;
(f) one charger circuit system;
(g) one electrical sub-panel;
(h) such additional lighting as may be necessary;
(i) one fire detection requirement evaluation;
(j) grounding for the cage consistent with COEI.
1.11.3 Modifications to the standard configuration set forth in
Section 1.11.2 can be made on an individual case basis. If
modifications are agreed upon and made by the Parties, GTE
will work with ELI to implement such additional modifications
as may be necessary to ensure that ELI's collocated space is
protected from unauthorized access.
1.11.4 At such time as construction of ELI's collocation space is
approximately 50 percent completed, GTE will give ELI
notification, and such notification shall include scheduled
completion and turnover dates. GTE shall provide ELI with
sufficient information to enable the Parties to establish firm
CLLI codes and to order cross connections for the equipment
ELI intends to locate in the space 30 days prior to the
scheduled implementation date. The cross-connect circuits
shall be provisioned in conjunction with the installation of
the collocation equipment.
1.11.5 GTE will conduct a walk through of the collocated space with
ELI within three (3) business days of completion of
construction of collocated space. Should ELI note any
deviations from the plan agreed upon by GTE and ELI at the
customer meeting, and if such deviations were not requested by
ELI or not required by law, GTE shall correct such deviations
at its own expense within 5 Business Days.
IX-5
<PAGE>
1.12 Connection Equipment. ELI may provision equipment for the connection
--------------------
of ELI termination equipment, including but not limited to digital
loop carriers and associated equipment, to GTE equipment using either
of the following methods:
1.12.1 ELI may extend an electrical or optical cable from the
terminal within ELI's collocation cage and terminate that
cable at GTE's network.
1.12.2 ELI may install a patch panel within its collocation cage and
then hand the cabling to GTE to extend to and have GTE
terminate that cable at GTE's network.
1.13 Access to ELI Collocation Space. The terms and conditions of access
-------------------------------
to CLEC's collocation space shall be as set forth in applicable GTE
state and federal EIS tariffs. Additionally, GTE agrees that the
following terms and conditions shall apply to access:
1.13.1 GTE shall implement adequate measures to control access to
collocation cages.
1.13.2 Collocation space shall comply with all applicable fire and
safety codes.
1.13.3 Doors with removable hinges or inadequate strength shall be
monitored by an alarm connected to a manned site. All other
alarms monitoring ELI collocation space provided by GTE shall
also be connected to a manned site. ELI may, at its option,
provide its own intrusion alarms for its collocated space.
1.13.4 GTE shall control janitorial access to collocation cages, and
restrict such access to approved and certified employees,
agents or contractors.
1.13.5 GTE shall establish procedures for access to collocation cages
by GTE and non-GTE emergency personnel, and shall not allow
access by security guards unless such access comports with
this section and is otherwise allowed under applicable GTE
state and federal EIS tariffs.
1.13.6 GTE shall retain a master key to ELI's collocation space for
use only in event of emergency as detailed in applicable GTE
state and federal tariffs. At ELI's option, the Parties shall
review key control procedures no more frequently than once in
any twelve month period. At any time, ELI may elect to change
keys if it suspects key control has been lost, provided,
however, that GTE will be provided with a master key in accord
with this section.
1.13.7 Not more frequently than once a year, ELI may audit the
security and access procedures and equipment applicable to its
collocated space and the
IX-6
<PAGE>
central office housing the collocation space. Access by personnel
necessary to conduct such an audit shall be limited as set forth
in applicable GTE state and federal EIS tariffs. Should ELI
identify deficiencies in security and access procedures and
equipment as a result of such audit, the cost, terms and
conditions of the correction of such deficiencies shall be
negotiated in good faith between the parties.
1.14 Common Collocation Space. Where sufficient space exists and upon
------------------------
request, GTE will provide for collocation on a shared or common space
basis, with each collocator's area defined within the common space.
Access to the common collocation space will be via a common entry
point, and each collocator shall be responsible to provide any
additional security measures to protect its equipment. To the extent
not inconsistent with these requirements, the remaining rates, terms,
and conditions for physical collocation in this Article shall apply to
common collocation arrangements.
2. Virtual Collocation. Subject to Section 1 of this Article, GTE will
-------------------
provide virtual collocation for purposes of interconnection or access to
unbundled network elements pursuant to the terms and conditions in the
applicable GTE federal and state EIS tariffs. In addition, the terms and
conditions set forth in this Section 2 shall apply to virtual collocation
provided to ELI.
2.1 Conversion from Virtual to Physical Collocation. Unless it is not
-----------------------------------------------
practical for technical reasons or because of space limitations, ELI
may convert a virtual collocation arrangement to a physical
collocation arrangement. ELI's request to do so shall be treated as a
new physical collocation request and ELI shall pay GTE at the
applicable tariff rates for construction and rearrangement of ELI's
equipment as well as all applicable tariffed physical collocation
recurring charges. To the extent technically feasible and efficient,
GTE shall retain the existing connections between its network and
ELI's collocated equipment as part of the conversion.
2.2 Conversion from Physical to Virtual Collocation. Unless it is not
-----------------------------------------------
practical for technical reasons or because of space limitations, ELI
may convert a physical collocation arrangement to a virtual
collocation arrangement. ELI's request to do so shall be treated as a
new virtual collocation request and ELI shall pay GTE at the
applicable tariff rates for construction and rearrangement of ELI's
equipment as well as all applicable tariffed virtual collocation
recurring charges. To the extent technically feasible and efficient,
GTE shall retain the existing connections between its network and
ELI's collocated equipment as part of the conversion. If ELI elects
to change to a virtual collocation arrangement pursuant to this
section, GTE will not refund previous payments for physical
collocation received from ELI. If another carrier occupies the
physical collocation space vacated by ELI, however, GTE shall remit to
ELI the net salvage value of the cage enclosure,
IX-7
<PAGE>
ladder racking, and power cabling that was constructed in and up to
the space ELI vacated.
2.3 Vendors. Choice of vendors for equipment used for virtual collocation
-------
shall be under the terms and conditions set forth in the applicable
GTE federal and state EIS tariff. Upon request by ELI, GTE shall
provide a list of locally qualified vendors approved for the type of
equipment to be collocated. ELI shall not be precluded from
submitting a request to become an approved contractor with Regional
Contract Administrators, and GTE shall not deny that request solely on
the grounds that ELI is a CLEC.
2.4 Inspection. Upon provision of virtual collocation by GTE, the Parties
----------
shall agree on a mutually acceptable schedule whereby ELI may inspect
the equipment in its virtual collocation space.
3. Fixed Wireless Collocation. Where technically feasible and upon request,
--------------------------
GTE will provide to ELI physical collocation on the roof(s) of GTE central
office or wire center for fixed wireless equipment necessary for access to
unbundled network elements or interconnection of ELI's network facilities
to GTE's network. GTE shall provide such collocation in accordance with
its applicable federal and state EIS tariffs.
IX-8
<PAGE>
ARTICLE X
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY
To the extent required by the Act, GTE and ELI shall each afford to the other
access to the poles, ducts, conduits and rights of way it owns or controls on
terms, conditions and prices comparable to those offered to any other entity
pursuant to each Party's tariffs and/or standard agreements. Accordingly, GTE
and ELI shall execute pole attachment and conduit occupancy agreements in the
form set forth in Appendices I and J.
------------------
X-1
<PAGE>
IN WITNESS WHEREOF, each Party has executed this Agreement to be upon approval
by the Commission in accordance with Section 252 of the Act. The "effective
date" of this Agreement for such purposes will be as established by the
Commission approval order.
GTE NORTHWEST INCORPORATED ELECTRIC LIGHTWAVE, INC.
By _____________________________________ By /s/ Timothy H. Peters
----------------------------------
Name Connie Nicholas Name Timothy H. Peters
-------------------------------
Title Assistant Vice President Title Director, Regulatory &
Wholesale Markets-Interconnection ------------------------------
Industry Affairs
Date ___________________________________ Date April 15, 1999
-------------------------------
** GTE Northwest Incorporated does not consent to this purported agreement
(which does not comply with the Federal Telecommunications Act of 1996) and does
not authorize any of its representatives to consent to it. The signature of a
GTE representative has been placed on this document only under the duress of an
order of the Oregon Public Utility Commission requiring such signature.
The filing of this arbitrated Agreement with the Oregon Public Utility
Commission is pursuant to Order No. 99-218, entered March 17, 1999, in Docket
No. ARB 91 and does not in any way constitute a waiver by either Electric
Lightwave, Incorporated or GTE Northwest Incorporated, of any right which any
such Party may have to seek review by a competent court, or to petition the
Oregon Public Utility Commission for reconsideration of, any determination
contained in the Order, or any provision included in this Agreement pursuant to
the Order.
In this document the Parties attempt to comply with the Order and reduce the
contractual language the substantive provisions and directives of the Order.
Nothing contained herein shall be construed or is intended to be a concession or
admission by either Party that any such provision of the Order or the language
herein complies with the duties imposed by the Telecommunications Act of 1996,
the decisions of the FCC and the Oregon Public Utility Commission, or other law,
and each Party thus expressly reserves its full right to assert and pursue
claims that the Order does not comport with applicable law.
<PAGE>
APPENDIX A
This Appendix is intentionally blank for numbering consistency.
A-1
<PAGE>
APPENDIX B
This Appendix is intentionally blank for numbering consistency.
B-1
<PAGE>
APPENDIX C
RATES AND CHARGES FOR
TRANSPORT AND TERMINATION OF TRAFFIC
General. The rates contained in this Appendix C are the rates as defined in
- ------- ----------
Article V and are subject to change resulting from future Commission or other
proceedings, including but not limited to any generic proceeding to determine
GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated
reserve deficiency, or similar unrecovered GTE costs (including GTE's interim
Universal Service Support Surcharge)), the establishment of a competitively
neutral universal service system, or any appeal or other litigation. Any
amendment to this Appendix required as a result of any future Commission or
other proceedings shall be made according to the terms of the final Commission
and/or court order resolving that proceeding.
Each Party will bill the other Party as appropriate:
A. The Local Interconnection rate element that applies to Local Traffic on a
minute of use basis that each Party switches for termination purposes at
its wire centers. The local interconnection rate is $0.0058242.
B. The Tandem Switching rate element that applies to tandem routed Local
Traffic on a minute of use basis. The tandem switching rate is $0.0018106.
C. The Common Transport Facility rate element that applies to tandem routed
Local Traffic on a per minute/per mile basis. The Common Transport
Facility rate is $0.0000044.
D. The Common Transport Termination element that applies to tandem routed
Local Traffic on a per minute/per termination basis. The Common Transport
Termination rate is $0.0001519.
E. The Tandem Transiting Charge is comprised of the following rate elements:
Tandem Switching: = $0.0018106
Tandem Transport (10 mile average): 10 x $0.0000044 = $0.0000440
Transport Termination (2 Terminations): 2 x $0.0001519 = $0.0003038
Transiting Charge: $0.0021584
C-1
<PAGE>
F. Initial Factors:
(1) PLU TBD
(2) Initial Proportionate Share Factor TBD
(3) Exempt Factor TBD
C-2
<PAGE>
APPENDIX D
This Appendix is intentionally blank for numbering consistency.
D-1
<PAGE>
APPENDIX E
SERVICES AVAILABLE FOR RESALE
This Appendix is intentionally left blank. At such time as ELI desires to resell
GTE services, the Parties agree to negotiate the rates and to amend this
Agreement accordingly, as specified in Article VI.
E-1
<PAGE>
APPENDIX F
PRICES FOR UNBUNDLED ELEMENTS
General. The rates contained in this Appendix F are the rates as defined in
- ------- ----------
Article VII and are subject to change resulting from future Commission or other
proceedings, including but not limited to any generic proceeding to determine
GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated
reserve deficiency, or similar unrecovered GTE costs (including GTE's interim
Universal Service Support Surcharge)), the establishment of a competitively
neutral universal service system, or any appeal or other litigation. Any
amendment to this Appendix required as a result of any future Commission or
other proceedings shall be made according to the terms of the final Commission
and/or court order resolving that proceeding. This Appendix may be superseded by
the provisions in Article III, Section 46, and Appendices 46A and 46B. At such
time as ELI desires to obtain unbundled ports, local switching, and transport
from GTE, the Parties agree to negotiate the terms and conditions specified in
Article VII, Section 2.2.1 and to amend this Agreement accordingly. ELI shall
not obtain unbundled ports, local switching, and shared transport from GTE until
such amendment becomes effective.
GTE assesses a separate interim universal service fund surcharge for loops and
ports to provide continued universal service support that is implicit in GTE's
current retail services prices; and to respect the careful distinctions Congress
has drawn between access to UNEs, on the one hand, and the purchase at wholesale
rates of GTE services on the other. This surcharge is being addressed (or will
be addressed) by the Commission or a court of competent jurisdiction. The
parties agree that GTE will offer the port and loop UNEs at the rates set forth
below in Appendix F without the interim surcharge, but subject to the following
terms and conditions:
A. ELI agrees that within thirty (30) days after the effective date of a
Commission or court order affirming GTE's interim surcharge, ELI will (i)
begin paying the monthly interim surcharge in accord with Appendix F, and
(ii) make a lump sum payment to GTE of the total interim surcharges
retroactive to the effective date of this Agreement.
B. Notwithstanding any provision in this Agreement, GTE may, at its sole
discretion and at any time, seek injunctive or other relief (i) requiring
ELI to pay GTE's interim surcharge or (ii) requiring the Commission to
immediately impose the interim surcharge.
C. Nothing in this Agreement shall restrict or impair GTE from seeking
injunctive relief or any other remedy at any time and in any court
regarding GTE's interim surcharge or the Commission's rejection or
modification of GTE's interim surcharge.
Local Loops
2 Wire Analog Voice Grade Loop $ 32.00
4 Wire Analog Voice Grade Loop $ 50.00
F-1
<PAGE>
2 Wire Digital Loop $ TBD
4 Wire Digital Loop $ TBD
DS-1 Loop $ TBD
DS-3 Loop $ TBD
Network Interface Device
Basic NID $ 1.90
12 x NID 2.00
Local Switching (must purchase port)
Ports
2 Wire Analog Line Port $ 5.30
2 Wire ISDN Digital Line Port $ TBD
DS-1 Digital Trunk Port $ 97.00
4 Wire ISDN Digital DS-1 Port $ TBD
Local Switching $0.0058242
Shared Transport
Transport Termination MOU/Term $0.0001519
Transport Facility MOU/Mile $0.0000044
Tandem Switching MOU $0.0018106
Vertical Features See Attached
Dedicated Transport
CLEC Dedicated Transport
2 Wire Voice $ 32.00
4 Wire Voice $ 50.00
DS1 Standard 1st System $ 200.00
DS1 Standard Add'l System $ 130.00
DS3 Optical Interface $ 1,000.00
Multiplexing
DS1 to Voice Multiplexing $ 212.76
DS3 to DS1 Multiplexing $ 400.00
Interoffice Dedicated Transport
Voice Facility Per ALM $ 4.28
Voice Facility Termination $ TBD
DS1 Facility Per ALM $ 5.00
DS1 Per Termination $ 37.94
DS3 Facility Per ALM $ 30.00
DS3 Per Termination $ 300.00
F-2
<PAGE>
Databases and Signaling Systems
Signaling Links and STP
56 Kbps Links GTOC FCC-1 Tariff
DS-1 Link GTOC FCC-1 Tariff
Signal Transfer Point (STP) Port Term GTOC FCC-1 Tariff
Call Related Databases
Line Information Database (ABS-Queries) GTOC FCC-1 Tariff
Toll Free Calling Database (DB800 Queries) GTOC FCC-1 Tariff
Universal Service Fund (USF) Support Surcharge
Per Loop $ TBD
Per Port $ TBD
Non-Recurring Charges for Unbundled Services*
Service Ordering (loop or port)
Initial Service Order, per order $ 47.13
Transfer of Service Charges, per order $ 16.00
Subsequent Service Order, per order $ 23.97
Customer Service Record Research, per request $ 5.25
Installation
Unbundled Loop, per loop $ 11.40
Unbundled Port, per port $ 11.40
Loop Facility Charge, per order $ 69.58
This charge will apply when field work is required for establishment of new
unbundled loop service.
Monthly Recurring Charge for EIS
DS0 Level Connection Tariff
DS1 Level Connection Tariff
*These non-recurring charges are subject to updating in accordance with any
orders issued by the Oregon Public Utility Commission in Docket Nos. UT 138/139,
UM 874, or any successor dockets relating to GTE unbundled network element
prices.
F-3
<PAGE>
OREGON UNBUNDLED VERTICAL FEATURES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
VERTICAL FEATURES (Subject to Availability)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Three Way Calling $/line/month $1.13
- --------------------------------------------------------------------------------------------------
Call Forwarding Variable $/line/month $1.23
- --------------------------------------------------------------------------------------------------
Cut. Changeable Speed Calling 1-Digit $/line/month $0.90
- --------------------------------------------------------------------------------------------------
Cut. Changeable Speed Calling 2-Digit $/line/month $0.92
- --------------------------------------------------------------------------------------------------
Call Waiting $/line/month $0.73
- --------------------------------------------------------------------------------------------------
Cancel Call Waiting $/line/month $0.25
- --------------------------------------------------------------------------------------------------
Automatic Callback $/line/month $0.41
- --------------------------------------------------------------------------------------------------
Automatic Recall $/line/month $0.32
- --------------------------------------------------------------------------------------------------
Calling Number Delivery $/line/month $4.01
- --------------------------------------------------------------------------------------------------
Calling Number Delivery Blocking $/line/month $0.62
- --------------------------------------------------------------------------------------------------
Distinctive Ringing / Call Waiting $/line/month $1.96
- --------------------------------------------------------------------------------------------------
Customer Originated Trace $/line/month $0.47
- --------------------------------------------------------------------------------------------------
Selective Call Rejection $/line/month $2.53
- --------------------------------------------------------------------------------------------------
Selective Call Forwarding $/line/month $2.94
- --------------------------------------------------------------------------------------------------
Selective Call Acceptance $/line/month $7.43
- --------------------------------------------------------------------------------------------------
Call Forwarding Variable CTX $/line/month $0.92
- --------------------------------------------------------------------------------------------------
Call Forwarding Incoming Only $/line/month $0.26
- --------------------------------------------------------------------------------------------------
Call Forwarding Within Group Only $/line/month $0.25
- --------------------------------------------------------------------------------------------------
Call Forwarding Busy Line $/line/month $0.26
- --------------------------------------------------------------------------------------------------
Call Forwarding Don't Answer All Calls $/line/month $0.48
- --------------------------------------------------------------------------------------------------
Remote Call Forward $/line/month $1.11
- --------------------------------------------------------------------------------------------------
Call Waiting Originating $/line/month $0.33
- --------------------------------------------------------------------------------------------------
Call Waiting Terminating $/line/month $0.71
- --------------------------------------------------------------------------------------------------
Cancel Call Waiting CTX $/line/month $0.25
- --------------------------------------------------------------------------------------------------
Three Way Calling CTX $/line/month $1.38
- --------------------------------------------------------------------------------------------------
Call Transfer Individual All Calls $/line/month $0.31
- --------------------------------------------------------------------------------------------------
Add-on Consultation Hold Incoming Only $/line/month $0.25
- --------------------------------------------------------------------------------------------------
Speed Calling Individual 1-Digit $/line/month $0.63
- --------------------------------------------------------------------------------------------------
Speed Calling Individual 2-Digit $/line/month $0.64
- --------------------------------------------------------------------------------------------------
Direct Connect $/line/month $0.42
- --------------------------------------------------------------------------------------------------
Distinctive Alerting / Call Waiting Indicator $/line/month $1.46
- --------------------------------------------------------------------------------------------------
Call Hold $/line/month $0.59
- --------------------------------------------------------------------------------------------------
Semi-Restricted (Orig/Term) $/line/month $1.85
- --------------------------------------------------------------------------------------------------
Fully-Restricted (Orig/Term) $/line/month $1.85
- --------------------------------------------------------------------------------------------------
Toll Restricted Service $/line/month $0.26
- --------------------------------------------------------------------------------------------------
Call Pick-up $/line/month $0.34
- --------------------------------------------------------------------------------------------------
Directed Call Pick-up w/Barge-In $/line/month $0.40
- --------------------------------------------------------------------------------------------------
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
VERTICAL FEATURES (Subject to Availability)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Directed Call Pick-up w/o Barge-In $/line/month $ 0.39
- ---------------------------------------------------------------------------------------------
Special Intercept Announcements $/line/month $ 8.49
- ---------------------------------------------------------------------------------------------
Conference Calling - 6-Way Station Cont. $/line/month $ 4.24
- ---------------------------------------------------------------------------------------------
Station Message Detail Recording $/line/month $ 1.61
- ---------------------------------------------------------------------------------------------
Station Message Detail Recording to Premises $/line/month $ 3.12
- ---------------------------------------------------------------------------------------------
Fixed Night Service - Key $/line/month $ 3.05
- ---------------------------------------------------------------------------------------------
Attendant Camp-on (Non-DI Console) $/line/month $ 1.36
- ---------------------------------------------------------------------------------------------
Attendant Busy Line Verification $/line/month $ 4.45
- ---------------------------------------------------------------------------------------------
Control of Facilities $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Fixed Night Service - Call Forwarding $/line/month $ 0.32
- ---------------------------------------------------------------------------------------------
Attendant Conference $/line/month $12.88
- ---------------------------------------------------------------------------------------------
Circular Hunting $/line/month $ 2.95
- ---------------------------------------------------------------------------------------------
Preferential Multiline Hunting $/line/month $ 0.45
- ---------------------------------------------------------------------------------------------
Uniform Call Distribution $/line/month $ 3.42
- ---------------------------------------------------------------------------------------------
Stop Hunt Key $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Make Busy Key $/line/month $ 0.60
- ---------------------------------------------------------------------------------------------
Queuing $/line/month $ 1.10
- ---------------------------------------------------------------------------------------------
Automatic Route Selection $/line/month $ 0.35
- ---------------------------------------------------------------------------------------------
Facility Restriction Level $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Expansive Route Warning Tone $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Time-of-Day Routing Control $/line/month $ 0.31
- ---------------------------------------------------------------------------------------------
Foreign Exchange Facilities $/line/month $13.40
- ---------------------------------------------------------------------------------------------
Anonymous Call Rejection $/line/month $ 5.31
- ---------------------------------------------------------------------------------------------
Basic Business Group Sta-Sta ICM $/line/month $10.23
- ---------------------------------------------------------------------------------------------
Basic Business Group CTX $/line/month $ 1.76
- ---------------------------------------------------------------------------------------------
Basic Business Group DOD $/line/month $ 0.71
- ---------------------------------------------------------------------------------------------
Basic Business Auto ID Outward Dialing $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Basic Business Group DID $/line/month $ 0.25
- ---------------------------------------------------------------------------------------------
Business Set Group Intercom All Calls $/line/month $ 7.55
- ---------------------------------------------------------------------------------------------
Dial Call Waiting $/line/month $ 0.57
- ---------------------------------------------------------------------------------------------
Loudspeaker Paging $/line/month $12.38
- ---------------------------------------------------------------------------------------------
Recorded Telephone Dictation $/line/month $13.28
- ---------------------------------------------------------------------------------------------
On-Hook Queuing for Outgoing Trunks $/line/month $ 4.46
- ---------------------------------------------------------------------------------------------
Off-Hook Queuing for Outgoing Trunks $/line/month $ 1.54
- ---------------------------------------------------------------------------------------------
Teen Service $/line/month $ 0.82
- ---------------------------------------------------------------------------------------------
Bg - Automatic Call Back $/line/month $ 0.83
- ---------------------------------------------------------------------------------------------
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
VERTICAL FEATURES (Subject to Availability)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Voice/Data Protection $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Authorization Codes for Afr $/line/month $ 0.36
- --------------------------------------------------------------------------------------------
Account Codes for Afr $/line/month $ 0.59
- --------------------------------------------------------------------------------------------
Code Restriction Diversion $/line/month $ 0.37
- --------------------------------------------------------------------------------------------
Code Calling $/line/month $14.60
- --------------------------------------------------------------------------------------------
Meet-Me Conference $/line/month $ 5.93
- --------------------------------------------------------------------------------------------
Call Park $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Executive Busy Override $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Last Number Redial $/line/month $ 0.50
- --------------------------------------------------------------------------------------------
Direct Inward System Access $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Authorization Code Immediate Dialing $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Bg - Speed Calling Shared $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Attendant Recall from Satellite $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Bg - Speed Calling 2-Shared $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Business Set - Call Pick-up $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Authorization Code for Mdr $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Locked Loop Operation $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Attendant Position Busy $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Two-Way Splitting $/line/month $ 0.84
- --------------------------------------------------------------------------------------------
Call Forwarding - All (Fixed) $/line/month $ 1.75
- --------------------------------------------------------------------------------------------
Business Group Call Waiting $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Music on Hold $/line/month $ 6.41
- --------------------------------------------------------------------------------------------
Automatic Alternate Routing $/line/month $ 4.95
- --------------------------------------------------------------------------------------------
DTMF Dialing $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
BG DTMF Dialing $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Business Set Access to Paging $/line/month $ 3.97
- --------------------------------------------------------------------------------------------
Call Flip-Flop (Ctx-A) $/line/month $ 3.52
- --------------------------------------------------------------------------------------------
Selective Calling Waiting (Class) $/line/month $ 2.80
- --------------------------------------------------------------------------------------------
Direct Inward Dialing $/line/month $11.85
- --------------------------------------------------------------------------------------------
Customer Dialed Account Recording $/line/month $ 3.37
- --------------------------------------------------------------------------------------------
Deluxe Automatic Route Selection $/line/month $ 0.68
- --------------------------------------------------------------------------------------------
MDC Attendant Console $/line/month $63.74
- --------------------------------------------------------------------------------------------
Warm Line $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
Calling Name Delivery $/line/month $ 0.25
- --------------------------------------------------------------------------------------------
</TABLE>
F-6
<PAGE>
APPENDIX G
RATES AND CHARGES FOR 911/E911 ARRANGEMENTS
The following services are offered by GTE for purchase by ELI, where an
individual item is not superseded by a tariffed offering.
NRC MRC
--- ---
1. 9-1-1 Selective Router Map $125.00 n/a
Provided is a color map showing a selective
router's location and the GTE central offices
that send their 9-1-1 call to it. The selective
router and central office information will
include CLLI codes and NPA/NXXs served. The
map will include boundaries of each central office
and show major streets and the county boundary.
Permission to reproduce within ELI for its
internal use is granted without further fee.
2. 9-1-1 Selective Router Pro-Rata Fee/trunk $0 $100.77
This fee covers the cost of selective routing
switch capacity per trunk to cover investment to
handle the additional capacity without going to the
9-1-1 districts for additional funding.
3. PS ALI Software $790.80
A personal computer software program running on
Windows 3.1 for formatting subscriber records
into NENA Verison #2 format to create files for
uploading to GTE's ALI Gateway. Fee includes
software, warranty and 1 800 872-3356 support
at no additional cost.
G-1
<PAGE>
NRC MRC
--- ---
4. ALI Gateway Service $135.00 $36.12
Interface for delivery of ALI records to GTE's
Data Base Management System. This provides a
computer access port for ELI to transmit
daily subscriber record updates to GTE for
loading into ALI databases. It includes
support at 1 800 872-3356 at no additional cost.
5. 9-1-1 Interoffice Trunk Tariff Tariff
This is a tariffed offering, to be found in each
state's Emergency Number Service Tariff.
6. ALI Database Tariff Tariff
This is a tariffed offering, to be found in each
state's Emergency Number Service Tariff.
7. Selective Router Database per Record Charge Tariff Tariff
Fee for each ALI record used in a GTE selective
router. This is a tariffed offering, to be found
in each state's Emergency Number Service Tariff.
8. MSAG Copy
Production of one copy of a 9-1-1 Customer's
Master Street Address Guide, postage paid.
a. Copy provided in paper format $238.50 $54.00
b. Copy provided in flat ASCII file
on a 3 1/2" diskette $276.00 $36.00
9. The following services are offered by GTE when
ELI Resells GTE's local exchange services, where an
Item is not superceded by a tariffed offering:
a. 911 Selective Router Map $125.00 N/A
Provided is a color map showing a Selective
router's location and the GTE Central offices
that send their 911 call to it.
G-2
<PAGE>
The selective router and central office
Information will include CLLl codes and NPA/NXXs
Served. The map will include boundaries of each
central Office and show major streets and the
county Boundary. Permission to reproduce by ELI
for its Internal use is granted without further
fee. Non-tariffed price.
b. MSAG Copy
Production of one copy of a 911 Customer's
Master Street Address Guide, postage paid
1. Copy provided in proper format $238.50 $ 54.00
2. Copy provided in flat ASC11 file
On 3-1/2" diskette $276.00 $ 36.00
G-3
<PAGE>
APPENDIX H
SERVICE ORDERING, PROVISIONING, BILLING AND MAINTENANCE
1. Service Ordering, Service Provisioning, and Billing Systems Generally. The
----------------------------------------------------------------------
following describes generally the operations support systems that GTE will
use and the related functions that are available for ordering, provisioning
and billing for resold services, interconnection facilities and services
and unbundled network elements. Except as specifically provided otherwise
in this Agreement, service ordering, provisioning, billing and maintenance
shall be governed by the GTE Guide. Before orders can be taken, ELI will
provide GTE with its Operating Company Number ("OCN") and Company Code
("CC") as follows:
(a) ELI must provide its OCN (four-digit alpha-numeric assigned by
Bellcore or number administrator) on the ALEC Profile. The GTE Guide
provides the necessary information for ELI to contact Bellcore to obtain
the OCN. There are no optional fields on the Profile.
(b) Before the Local Service Request ("LSR") and Directory Service Request
("DSR") order forms can be processed ELI must provide the OCN and Customer
Carrier Name Abbreviation ("CCNA").
1.1 Operations Support Systems for Trunk-Side Interconnection
---------------------------------------------------------
1.1.1 ELI will be able to order trunk-side interconnection services
and facilities from GTE through a direct electronic interface
over the GTE Network Data Mover ("NDM") in a nondiscriminatory
manner. Orders for trunk-side interconnection will be initiated
by an Access Service Request ("ASR") sent electronically by ELI
over the NDM. ASRs for trunk-side interconnection will be
entered electronically into GTE's Carrier Access Management
System ("CAMS") to validate the request, identify any errors,
and resolve any errors back to ELI. CAMS is a family of GTE
systems comprised primarily of EXACT/TUF, SOG/SOP, and CABS.
1.1.2 The use of CAMS to support ELI's requests for trunk-side
interconnection will operate in the following manner: GTE will
route the ASR through its data center to one of two National
Access Ordering Centers ("NACC"). The ASR will be entered
electronically into the EXACT/TUF system for validation and
correction of errors. Errors will be referred back to ELI. ELI
then will correct any errors that GTE has identified and
resubmit the request to GTE electronically through a
supplemental ASR, without
H-1
<PAGE>
penalty or charge (e.g., order modification charge) to ELI.
Similarly, errors committed by GTE subsequent to the receipt of
a valid ASR from ELI will be expeditiously identified and
corrected by GTE without the need for ELI's submission of a
supplemental ASR. GTE then will translate the ASR into a
service order for provisioning and billing.
1.1.3 At the next system level, translated service orders will be
distributed electronically through the SOG/SOP systems to
several destinations. The SOG/SOP system will begin the actual
provisioning of the service for ELI. Other GTE provisioning
systems are CNAS and ACES. The GTE Database Administrative
Group ("DBA") and the Special Services Control Center ("SSCC")
will be the two most important destinations at this level. The
DBA location will identify codes for the appropriate GTE switch
in order to provide the functions required by the ASR. The SSCC
will provide the engineering for the facilities over which the
services will be handled. Information from these two groups
(and others) then will be transmitted electronically to GTE's
field service personnel (Customer Zone Technicians or "CZTs")
who will establish the trunks and facilities, thus connecting
the GTE facilities to a connecting company, if one is required,
and to ELI. GTE's CZTs also will contact ELI directly to
perform testing, and upon acceptance by ELI, will make the
necessary entries into the GTE system to complete the order.
The completed orders then will pass to GTE's Carrier Access
Billing System ("CABS") which will generate the bill to ELI.
The billing process under CABS requires coordination with
several other systems.
1.1.4 Billing for transport and termination services cannot be
accomplished without call records from GTE's central office
switches. Records of usage will be generated at GTE's end
office switches or the access tandems. Call usage records will
be transmitted electronically from GTE's switches through GTE's
Billing Intermediate Processor ("BIP"). This system will
collect the call records, perform limited manipulations to the
record and transfer them to a centralized data center where
they will be processed through the Universal Measurement System
("UMS") to determine the validity and accuracy of the records.
UMS also will sort the records and send them to the CABS
billing system, from which GTE will produce a bill and send it
to ELI.
1.2 Operations Support Systems for Resold Services and Unbundled Elements
---------------------------------------------------------------------
H-2
<PAGE>
1.2.1 ELI will also be able to order services for resale and
unbundled network elements, as well as interim number
portability, directly from GTE through an electronic interface.
To initiate an order for these services or elements, ELI will
submit a Local Service Request ("LSR") from its data center to
GTE's Data Center using the same electronic NDM interface used
for trunk-side interconnection. If no NDM interface exists or
if ELI chooses to establish a separate NDM interface, ELI must
request an NDM facility. For new entrants that elect not to
interface electronically, GTE will accommodate submission of
LSR orders by facsimile, E-mail, Internet or a dial NDM
arrangement. An LSR is very similar to an ASR, except that it
will be used exclusively for line-side interconnection
requests. GTE will transfer LSRs to GTE's NOMC centralized
service order processing center electronically.
1.2.2 Most LSRs will be used either to transfer an existing GTE
customer to ELI or to request service for a new customer who is
not an existing GTE customer. Depending on the situation,
different information will be required on the LSR. LSRs for a
conversion of a GTE local customer to ELI must include
information relating to all existing, new and disconnected
services for that customer, including the customer's name, type
of service desired, location of service and features or options
the customer desires. ELI will be able to obtain this customer
information after GTE has received the customer's written
consent as specified in Article VI.3.3. For service to a new
customer who is not an existing GTE customer, the LSR must
contain the customer's name, service address, service type,
services, options, features and ELI data. If known, the LSR
should include the telephone number and due date/desired due
date.
1.2.3 While ELI would have its own customer information and may have
the SAG/GTE products on tape from GTE, ELI would not have the
due date or new telephone number for new customers since that
information is contained in GTE's systems. Therefore, a process
is required to provide this information to ELI. GTE itself does
not have uniform access to this information electronically.
Until GTE and ELI have agreed and established electronic
interfaces, ELI agrees that a toll free number is the method
that will be used. The toll free telephone number will connect
ELI directly to GTE's NOMC service representatives. When ELI
receives a request for basic services from a new local service
customer, ELI will call GTE's NOMC through the toll free
number, and, while the new customer is on hold, GTE will
provide the due date for service and the new
H-3
<PAGE>
telephone number for that customer. At the same time, ELI will
give GTE the new customer's name, service address and type of
requested service (i.e., R1, B1). GTE will enter that
information into its SORCES or SOLAR service ordering systems
to be held in suspense until ELI sends the confirming LSR. ELI
will then return to its customer holding on the line and
provide the due date and new telephone number.
1.2.4 After concluding the telephone call with the new customer, ELI
will complete a confirming LSR for the new service and send it
electronically to GTE's data center for processing. Upon
receipt, GTE will match the LSR with the service order
suspended in GTE's system, and if there is a match, GTE will
process the LSR. After the LSR is processed, GTE will transmit
confirmation electronically to ELI through the NDM that the LSR
has been processed, providing a record of the telephone number
and due date. ELI will be required to submit the confirming LSR
by 12:00 p.m. each day local time, as defined by the location
of the service address. If ELI fails to submit the LSR in a
timely manner, the suspended LSR will be considered in
jeopardy, at which time GTE will assign a new due date upon
receipt of the delayed LSR for such customer requests and
notify ELI of the change.
1.2.5 Number assignments and due date schedules for services other
than single line service and hunt groups up to 12 lines will be
assigned within approximately twenty-four (24) hours after
GTE's receipt of the LSR using the standard Local Service
Confirmation ("LSC") report sent electronically to ELI over the
NDM, thereby providing a record of the newly established due
date. An exception would be a multi-line hunt group for 12
lines or fewer. The other numbers then will be provided through
the normal electronic confirmation process.
1.2.6 The processing of specifically requested telephone numbers
(called "vanity numbers") is as follows. GTE will work with ELI
on a real time interface to process vanity numbers while ELI's
customer is still on the line. If a number solution can be
established expeditiously, it will be done while the customer
is still on the line. If extensive time will be required to
find a solution, GTE service representatives will work with ELI
representatives off line as GTE would for its own customers.
For all of this, the basic tariff guidelines for providing
telephone numbers will be followed.
H-4
<PAGE>
1.2.7 Once the order for line-side interconnection service is
established, it is moved for provisioning to the next system
level. Here, GTE will validate and process the LSR to establish
an account for ELI and, if GTE continues to provide some
residual services to the customer, GTE will maintain a GTE
account. In GTE's system, GTE's account is called the Residual
Account and ELI's account is referred to as the ELI Account. If
any engineering for the service is necessary, the account would
be distributed to the SSCC. Otherwise, it will be distributed
for facility assignment.
1.2.8 With the account established and any engineering and facility
assignment complete, GTE then will transmit electronically a
record to GTE's CZT field personnel if physical interconnection
or similar activity is required. The CZTs will provision the
service and then electronically confirm such provision in the
SOLAR/SORCES system when completed. The accounts then will be
transmitted to GTE's Customer Billing Services System ("CBSS").
GTE shall provide to ELI a service completion report. Call
records for actual service provided to ELI's customers on GTE
facilities will be transmitted from GTE's switches through some
usage rating systems (BIP, UMS), screened and eventually
delivered to CBSS for the generation of bills.
1.2.9 CBSS is a different system than CABS, and it is the one that
GTE will utilize to produce the required bills for resold
services, unbundled elements and local number portability. CBSS
will create a bill to ELI for resold services and unbundled
elements along with a summary bill master. Daily unrated
records for intraLATA toll usage and local usage (incollect
usage data will be provided on rated basis) on ELI's accounts
will be generated and transmitted electronically to ELI.
1.2.10 On resold accounts, GTE will provide usage in EMR format per
existing file exchange schedules. The usage billing will be in
agreed upon level of detail for ELI to issue a bill to its end
users.
1.2.11 GTE will provide ELI with detailed monthly billing information
in a paper format until an agreed upon Electronic Data
Interchange 811 electronic bill format is operational.
1.2.12 State or sub-state level billing will include up to ten (10)
summary bill accounts.
H-5
<PAGE>
1.2.13 GTE accepts ELI's control reports and agrees to utilize
industry standard return codes for unbillable messages.
Transmission will occur via the NDM. Tape data will conform to
Attachment "A" of the LRDTR. Data will be delivered Monday
through Friday except for Holidays as agreed. Data packages
will be tracked by invoice sequencing criteria. GTE contacts
will be provided for sending/receiving usage files.
1.2.14 GTE will retain data backup for 45 Business Days.
1.2.15 In addition to the LSR delivery process, ELI will distribute
directory assistance and directory listing information
(together sometimes referred to hereafter as "DA/DL
information") to GTE via the LSR ordering process over the
NDM. GTE will provide listings service via its "listing
continuity" offering.
1.2.16 Charges and credits for PIC changes ordered via an LSR will
appear on the wholesale bill. As ELI places a request for a
PIC change via LSR, the billing will be made on ELI account
associated with each individual end user. GTE will process all
PIC changes from IXCs that are received for ELI end users by
rejecting back to the IXC with the ELI OCN. Detail is provided
so that ELI can identify the specific charges for rebilling to
their end user.
1.2.17 CMDS. The parties will provide for the distribution of
-----
intraLATA CMDS incollect messages and/or selected local
measured service messages as follows:
1.2.17.1 Messages to be Screened. GTE receives CMDS I
-----------------------
transmissions containing intraLATA incollect
messages from the state RBOC CMDS host each business
day. Per ELI's request, GTE will screen the
incollects by NPA and line number and accumulate the
Collect, Third Number Billed and Credit Card
(collectively called incollects) messages in a data
file. The screening will be for end users who have
chosen ELI as their local service provider through a
Resale or Unbundled Network arrangement. The
screened incollect messages and any Local Measured
Service (LMS) usage will be accumulated and
forwarded to ELI. The Parties will mutually agree on
the frequency of the data exchange and the method of
transmission (i.e., magnetic tape or direct
electronic transmission). GTE will forward the
screened messages in the industry standard EMR
format. GTE intraLATA
H-6
<PAGE>
toll messages that are recorded by GTE and dialed on
a one plus or zero plus basis are not part of this
section and will not be screened.
1.2.17.2 Compensation. GTE will bill ELI monthly for all
------------
services related to the screening, accumulating,
processing and transmitting of incollect messages
and LMS usage, if applicable, at a reasonable and
mutually agreeable charge. In addition, any message
processing fee associated with ELI's incollect
messages that are charged to GTE by the CMDS Host
will be passed on to ELI on the monthly statement.
All revenue, surcharges, taxes and any other amounts
due to the CMDS Host for ELI's incollect messages
will be billed on the monthly statement. It is ELI's
responsibility to bill and collect all incollect and
LMS amounts due from its end users. The incollect
and LMS revenue amounts that are listed on the
monthly invoice are payable to GTE in total. The
Parties agree that the arrangement for invoicing the
incollect and LMS revenue amounts due GTE is not a
settlement process with ELI.
1.2.17.3 Administration. The Parties agree to develop a
--------------
process whereby ELI's end user information is
available in a timely manner to allow GTE to build
tables to screen the CMDS incollect files and LMS
files on behalf of ELI.
1.2.18 Backbilling. GTE shall bill ELI on a timely basis. In no
-----------
case shall GTE bill ELI for previously unbilled charges that
are for more than six months prior to the current bill date.
1.3 Order Processing.
----------------
1.3.1 Order Expectations. ELI agrees to warrant to GTE that it is a
-------------------
certified provider of telecommunications service. ELI will
document its Certificate of Operating Authority on the CLEC
Profile and agrees to update this CLEC Profile as required to
reflect its current certification. The Parties agree to
exchange and to update end user contact and referral numbers
for order inquiry, trouble reporting, billing inquiries, and
information required to comply with law enforcement and other
security agencies of the government. The Parties also agree to
exchange and to update internal order, repair and billing point
of contacts. Prior to submitting an order
H-7
<PAGE>
under this Agreement, ELI shall obtain such documentation as
may be required by state and federal laws and regulations.
1.3.2 GTE shall provide ELI with a specified customer contact center
for purposes of placing service orders and coordinating the
installation of services. These activities shall be
accomplished by telephone call or facsimile until electronic
interface capability has been established. The Parties adopt
the OBF LSR and DSR forms for the ordering, confirmation and
billing of resale and unbundled services. The Parties adopt the
OBF ASR forms for the ordering, confirmation and billing of
trunk-side interconnection.
1.3.3 GTE will process such service orders during normal operating
hours, at a minimum on each Business Day between the hours of 8
a.m. to 8 p.m. Eastern Time and shall implement service orders
within the same time intervals used to implement service orders
for similar services for its own users.
1.3.4 GTE will provide current GTE customer proprietary network
information (name, address, telephone number and description of
services provided by GTE including PIC and white page directory
listing information) as provided in Article VI, Section 3. The
return of customer information will be via facsimile or via
electronic transmission.
1.3.5 Transfer Between Local Service Providers - GTE will provide a
displacement/out service report to a Local Service Provider
(LSP) whenever an end user leaves that LSP and procures service
from another LSP. When an ELI end user changes to another LSP,
GTE will notify ELI when such activity occurs.
2. Maintenance Systems.
2.1 General Overview
2.1.1 If ELI requires maintenance for its local service customers,
ELI will initiate a request for repair (sometimes referred to
as a "trouble report") by calling GTE's Customer Care Repair
Center. During this call, GTE service representatives will
verify that the end-user is an ELI customer and will then
obtain the necessary information from ELI to process the
trouble report. While the ELI representatives are still on the
line, GTE personnel will perform an initial analysis of the
problem and remote line testing for
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resale services. If engineered services are involved, the call
will be made to the GTE SSCC for handling. If no engineering is
required and the line testing reveals that the trouble can be
repaired remotely, GTE personnel will correct the problem and
close the trouble report while ELI representatives are still on
the line. If on-line resolution is not possible, GTE personnel
will provide ELI representatives a commitment time for repair,
and the GTE personnel then will enter the trouble ticket into
the GTE service dispatch queue. ELI's repair service commitment
times will be within the same intervals as GTE provides to its
own end users. Maintenance and repair of GTE facilities is the
responsibility of GTE and will be performed at no incremental
charge to ELI. If, as a result of an ELI-initiated trouble
report, trouble is found to be the responsibility of ELI (e.g.,
non-network cause) GTE will charge ELI for trouble isolation.
ELI will have the ability to report trouble for its end users
to appropriate trouble reporting centers 24 hours a day, 7 days
a week. ELI will be assigned a customer contact center when
initial service agreements are made.
2.1.2 Repair calls to the SSCC for engineered services will be
processed in essentially the same manner as those by the GTE
Customer Care Center. GTE personnel will analyze the problem,
provide the ELI representative with a commitment time while
they are still on the line, and then place the trouble ticket
in the dispatch queue.
2.1.3 GTE then will process all ELI trouble reports in the dispatch
queue along with GTE trouble reports in the order they were
filed (first in, first out), with priority given to out-of-
service conditions. If, at any time, GTE would determine that a
commitment time given to ELI becomes in jeopardy, GTE service
representatives will contact ELI by telephone to advise of the
jeopardy condition and provide a new commitment time.
2.1.4 Trouble reports in the dispatch queue will be transmitted
electronically to GTE CZT service technicians who will repair
the service problems and clear the trouble reports. For cleared
ELI trouble reports, GTE service technicians will make a
telephone call to ELI directly to clear the trouble ticket. GTE
service technicians will make the confirmation call to the
telephone number provided by ELI. If ELI is unable to process
the call or places the GTE technician on hold, the call will be
terminated. To avoid disconnect, ELI may develop an answering
system, such as voice mail, to handle the confirmation calls
expeditiously.
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2.1.5 GTE will provide electronic interface access to operation
support systems functions which provide the capability to
initiate, status and close a repair trouble ticket. GTE will
not provide to ELI real time testing capability on ELI end user
services. GTE will not provide to ELI an interface for network
surveillance (performance monitoring).
2.1.6 GTE will resolve repair requests by or for ELI local service
customers using GTE's existing repair system in parity with
repair requests by GTE end users. GTE will respond to service
requests for ELI using the same time parameters and procedures
that GTE uses. ELI then would call GTE's Customer Care Center
or SSCC while the customers were on hold.
2.2 Network Management Controls.
2.2.1 Network Maintenance and Management. The Parties will work
----------------------------------
cooperatively to install and maintain a reliable network.
2.2.2 Neither Party shall be responsible to the other if necessary
changes in network configurations render any facilities of the
other obsolete or necessitate equipment changes.
2.2.3 Network Management Controls. Each Party shall provide a 24-
---------------------------
hour contact number for Network Traffic Management issues to
the other's network surveillance management center. A fax
number must also be provided to facilitate event notifications
for planned mass calling events. Additionally, both Parties
agree that they shall work cooperatively that all such events
shall attempt to be conducted in such a manner as to avoid
degradation or loss of service to other end users. Each Party
shall maintain the capability of respectively implementing
basic protective controls such as "Cancel To" and "Call Gap."
3. Electronic Interface. The Parties shall work cooperatively in the
--------------------
implementation of electronic gateway access to GTE operational support
systems functions in the long-term in accordance with established industry
standards and any FCC and Commission requirements.
3.1 ELI shall have immediate access to the following OSS electronic
interfaces that will provide functionality to enable ELI to service
customers in an equal and non-discriminatory manner:
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3.1.1 Pre-Order functions, e.g., TN Assignment, DD Reservation,
Address Validation, Product Availability, that are available on
a dial-up or dedicated basis using the Secure Integrated
Gateway System (SIGS).
3.1.2 Order functions that are available on a dial-up or dedicated
basis using CONNECT: Mail file transfer.
3.1.3 Repair functions, e.g., trouble report repair functions, to
allow ELI to determine status and close trouble reports.
3.1.4 Electronic transfer of the ELI bill in electronic data 811
format.
3.2 ELI may migrate to fully interactive system to system
interconnectivity. GTE, with input from ELI and other carriers, shall
provide general interface specifications for electronic access to this
functionality. These specifications will be provided to enable ELI to
design system interface capabilities. Development will be in
accordance with applicable national standards committee guidelines.
Such interfaces will be available as expeditiously as possible.
3.3 ELI shall pay the costs and expenses for any new or modified
electronic interfaces ELI requests that are unique to ELI and that GTE
determines are technically feasible and GTE agrees to develop to the
extent authorized by the FCC or the Commission; Provided, however, in
the event that other LECs subsequently request any specific and unique
interface for which GTE has previously been paid by ELI, for the first
ten such LECs, GTE shall reimburse ELI for a pro rata portion of the
amount previously paid by ELI, to the extent GTE is reimbursed by the
LEC(s) for such interface. Costs for development of systems intended
for common use by competing carriers will be assessed pursuant to the
method of cost recovery authorized or established by the FCC or the
Commission or based on a mutually agreed method of cost recovery.
3.4 ELI shall be responsible for modifying and connecting any of its pre-
ordering and ordering systems with GTE-provided interfaces as
described in this Appendix.
4. GTE Initiated Electronic System Redesigns. GTE will not charge ELI when
-----------------------------------------
GTE initiates its own electronic system redesigns/reconfigurations.
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APPENDIX I
SS7 SERVICES
ARTICLE 1.
DEFINITIONS
In addition to the definitions contained elsewhere in the Agreement to which
this Appendix I is attached and made a part, for purposes of this Appendix I the
---------- ----------
following terms shall have the following meanings.
1.1 "A" Link: An access signaling link that connects SPs and/or SSPs to STPs.
--------
1.2 "B" Link: A bridge signaling link that connects two (2) sets or pairs of
--------
STPs, not the STPs within a mated pair, but on the same hierarchical level.
1.3 Compatibility Testing: Certification testing performed by representatives
---------------------
of GTE and ELI to ensure proper interconnection of CCS network facilities
for accurate transmission of system signals and messages. This
certification testing shall be performed in accordance with the following
ANSI documents:
T1.234 Telecommunications - Signaling System Number 7 (SS7) - MTP Levels 2
and 3 Compatibility Testing (ATIS)
T1.235 Telecommunications - Signaling System Number 7 (SS7) - SCCP Class 0
Compatibility Testing (ATIS)
T1.236 Telecommunications - Signaling System Number 7 (SS7) - ISDN User
Part Compatibility Testing (ATIS)
1.4 Service: The service described in Article 2 of this Appendix.
-------
1.5 Signaling Link: An end-to-end high-capacity data link (56 kbps) that
--------------
transmits supervision and control signals from one network SS7 node to
another in a CCS network. The link type identifies the functionality of
the signaling link sets. The two link types associated with the Service
are "A" Links and "B" Links.
1.6 Signaling Point Code (SPC): A code that identifies the Signaling Point
--------------------------
address in the CCS network. Signaling Point Codes consist of three (3)
segments of three (3) digits each, identifying the network ID, network
cluster, and cluster member, respectively.
1.7 Signaling Point of Interface (SPOI): The point at which GTE hands off
-----------------------------------
signaling information to ELI.
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ARTICLE 2.
SERVICE DESCRIPTION
2.1 Provision. Subject to the terms and conditions of this Appendix, GTE
---------
agrees to provide the Service to ELI.
2.2 Interconnection. This Agreement is for ELI's interconnection with GTE at
---------------
GTE's __________ STPs to support local exchange services. ELI shall not
submit signaling messages in support of interexchange services.
2.3 Service. The "Service" consists of the following:
-------
(a) Interconnection of GTE's CCS/SS7 network to ELI's CCS/SS7 network is
via an "A" Link connection between ELI's SP or SSP and GTE's STP. The
"A" Link connection is made by a dedicated 56 kbps channel between the
SP or SSP and the STP. Any connection from an SSP or an SP to an STP
pair will have a link to each individual STP (i.e., two (2) links).
ELI and GTE shall mutually agree upon the location of the SPOI.
(b) Interconnection of GTE's CCS/SS7 network to ELI's CCS/SS7 network via
a "B" Link connection between ELI's STPs and GTE's STPs. The "B" Link
connection is a dedicated 56 kbps channel. Connections between two
(2) pairs of STPs will have four (4) connections; i.e., one (1) link
from each individual STP to each individual STP. ELI and GTE shall
mutually agree upon the location of the SPOI.
(c) Local and IntraLATA call set-up signaling, allowing ELI to use the
out-of-band trunk signaling provided by GTE's CCS/SS7 network to carry
its calls on the intraLATA toll network.
(d) The Service shall include access to: (1) all switching systems served
by a given STP which have been converted to SS7 signaling, including
switching systems owned by other local service providers; (2)
databases directly connected to a given STP, with the exception of
800/888 databases which can be accessed through any STP; (3) other
local service provider STPs on an intraLATA basis; and (4) other Third
Party local service provider STPs on an intraLATA basis.
(e) It is the responsibility of ELI to populate the "privacy indicator"
portion of all SS7 signaling messages forwarded to GTE's network. GTE
agrees to deliver the information forwarded by ELI in the SS7
signaling message. ELI, by entering
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into this Agreement, agrees to deliver "privacy indicator" information
forwarded by GTE in its signaling message.
(f) ELI acknowledges that call set-up times may be greater when ELI
employs intermediate access tandems (IATs) in its network.
(g) If selected on the order form attached to this Appendix, the Service
shall also include IXC call set-up signaling service (ISUP) as
described in Article 2.4 of this Appendix. Additional charges as set
forth in Exhibit A shall apply.
2.4 ISUP Service Charge. This is an optional service that allows ELI to
-------------------
utilize SS7 signaling to an SS7 capable interexchange carrier (IXC) for
Feature Group D access service and other intraLATA interexchange services.
The ISUP service is a monthly charge.
(a) The rate for ISUP signaling is per connection in situations when GTE
does not provide any underlying call messages for ELI on GTE's network
trunks. The rate for ISUP signaling is shown in Exhibit A.
(b) Where GTE has a mated pair of STPs and has CCS/SS7 interconnection
facilities to an IXC within the same LATA, for interexchange
telecommunications services, GTE shall provide call set-up signaling
between ELI and the IXC.
(c) ELI agrees to provide to GTE such information as deemed necessary by
GTE for network planning in connection with this offering and as may
be requested by GTE from time to time.
(d) ELI must provide the Signaling Point Codes of the IXCs for which it is
providing call setup via GTE's SS7 signaling network, so that GTE
screening and translation tables can be updated.
2.5 Technical Specifications. The technical specifications for the Services
------------------------
described above are defined in Bellcore TR-TSV-000905. GTE will provide
SS7 via OR-394-SS7 and/or OR-317-SS7 format(s).
2.6 Other Services. If ELI desires to order SS7-related services other than
--------------
the Service, such services will be governed by separate agreements.
2.7 Applicable Traffic. The Service applies to the traffic of ELI and its
------------------
subtending LECs only. ELI must provide GTE with thirty (30) calendar days'
written notice and a letter of agency before the traffic of any party other
than ELI or its subtending LECs may be transmitted through ELI's facilities
on to GTE's SS7 network.
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ARTICLE 3.
MANNER OF PROVISIONING
3.1 Link Facilities. The link facilities to GTE STPs in the same LATA can be
---------------
either:
(a) "A" Link sets from ELI's SP or SSP. A minimum of two (2) links is
required, one (1) from the SP or SSP to each STP; or,
(b) "B" Link sets from ELI's STPs that are connected to GTE's mated pairs
of STPs. A minimum of four (4) links is required between the two (2)
pairs of STPs.
3.2 Port Termination. An STP port termination is required for each 56 kbps
----------------
access link utilized for the Service. STP locations are set forth in the
National Exchange Carrier Association, Inc. (NECA) Tariff, F.C.C. No. 4.
3.3 Signaling Point Codes. GTE shall install all applicable Signaling Point
---------------------
codes for each signaling link at each of GTE's interconnecting STPs.
3.4 Protocol. GTE shall provision the Service in accordance with ANSI T1.226
--------
Telecommunications - Operations, Administration, Maintenance, and
Provisioning (OAM&P) -Management of functions for Signaling System No. 7
(SS7) Network Interconnections (ATIS) with the exception of references to
OMAP protocol elements. The Service cannot be established until
Compatibility Testing has been successfully completed between ELI and GTE.
3.5 56 kbps Channel. Unless ELI elects to provide such links, GTE shall
---------------
provide two (2) or four (4) 56 kbps circuits as link facilities at rates
set forth in Article 4 herein. If approved by GTE, ELI may utilize a 56
kbps channel of an intraLATA DS1 (1.544 mbps) facility, which is in place
at the time of ordering, as an "A" Link or a "B" Link, for the STP access
connection between the SPOI and GTE's STP. WHEN THIS OPTION IS CHOSEN, ELI
UNDERSTANDS AND ACCEPTS THAT THE SERVICE PERFORMANCE STANDARDS AS OUTLINED
IN BELLCORE DOCUMENT TR-TSV-000905 MAY NOT BE MET IN THE PROVISION OF THE
TOTAL SERVICE. If such a channel is not utilized, ELI must order DS1
(1.544 Mbps) service.
3.6 Multiplexing. Where technically required, GTE shall provide multiplexing
------------
arrangements to ELI at no charge.
3.7 Diversity. Where technically feasible and not unreasonably economically
---------
burdensome, GTE agrees to allow interoffice and intraoffice diversity.
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ARTICLE 4.
RATES AND CHARGES
4.1 Payment. ELI agrees to pay to GTE for the Service at the rates and charges
-------
set forth in Exhibit A attached to this Appendix and made a part hereof.
4.2 Period. Subject to Article 4.3 below, the rates and charges shall remain
------
in effect and are firm for a period of twelve (12) months from the
effective date of this Appendix. Thereafter, GTE shall give ELI sixty (60)
calendar days' notice of any price change. If the new prices are not
acceptable to ELI, ELI may terminate this Appendix upon thirty (30)
calendar days' advance written notice without penalties for either Party.
4.3 Rate Basis. The rates are based upon rates and charges reflected in GTE's
----------
approved CCS/SS7 interconnection tariffs. To the extent that tariff rates
are adjusted, rates and charges for similar rate elements in this Appendix
will be adjusted accordingly on the date the new tariff rates become
effective. If a state or federal regulatory agency requires, or GTE
elects, to offer the Service by tariff, the tariff shall supersede this
Appendix. If the Service becomes tariffed, ELI has the right to terminate
this Appendix upon sixty (60) calendar days' advance written notice
effective on the effective date of such tariff, without penalty to either
Party.
4.4 Mileage. Mileage is calculated on the airline distance between the
-------
locations involved, using the V&H coordinates method, as set forth in the
National Exchange Carrier Association, Inc. Tariff, F.C.C. No. 4.
4.5 Rates and Charges. Rates and charges for each component of the Service are
-----------------
described as follows:
(a) "A" Link connection - Charges for the "A" Link connection to GTE's
CCS/SS7 network consist of the STP port termination charges.
(1) The STP port termination charges are for the termination of a 56
kbps channel at each STP from ELI's SSP or SP.
(2) ELI will lease facilities between its SSPs/SPs and GTE's STPs.
(b) "B" Link connection - Charges for the "B" Link connection to GTE's
CCS/SS7 network consist of the STP port termination charges.
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(1) The STP port termination charges are for the termination of a 56
kbps channel at each STP from ELI's STPs.
(2) ELI and GTE shall mutually agree upon the rates for "B" Link
interconnections within thirty (30) calendar days of the
execution of this Agreement.
(c) STP Interconnection nonrecurring charge - STP interconnection
nonrecurring charge shall apply for each "A" Link and "B" Link
interconnection to GTE's SS7 network.
4.6 Rearrangement. Charges for rearrangement of the Service that are not
-------------
specifically addressed will be determined by GTE on an individual case
basis.
4.7 Applicable Traffic. The rates apply only to the traffic of ELI and its
------------------
subtending LECs. Any traffic from any other party will be subject to
additional charges.
ARTICLE 5.
ORDERING THE SERVICE
5.1 Order. To order the Service, ELI shall submit a completed CCS/SS7 Order
-----
Form to GTE. ELI may change its Service order by submitting a new Order
Form which shall be effective when executed by both Parties. Service shall
be implemented for ELI thirty (30) calendar days after the execution of
this Agreement by both Parties.
5.2 Port Terminations. GTE shall reserve STP port terminations only upon
-----------------
receipt of a fully executed copy of this Agreement and the Order Form
referred to in this Appendix. GTE shall reserve ports on a first come,
first served basis. Should ELI fail to use a port within sixty (60)
Business Days of availability, GTE may reassign the port and, ELI must
resubmit an Order Form for interconnection.
ARTICLE 6.
RESPONSIBILITIES OF GTE
6.1 Managing the Network. GTE is responsible for managing the network provided
--------------------
by GTE as part of the Service and applying protective controls which it can
invoke as a result of occurrences including, but not limited to, failure or
overload of GTE or ELI facilities due to natural disasters, mass calling or
national security demands.
6.2 Performance Standards. GTE is responsible for meeting service performance
---------------------
standards as outlined in Bellcore TR-TSV-000905 except as otherwise
provided herein.
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6.3 Invoice. GTE shall include with the monthly invoice such data GTE and ELI
-------
mutually agree is necessary for ELI to verify the accuracy of the billing
it receives from GTE for the Service.
ARTICLE 7.
RESPONSIBILITIES OF ELI
7.1 Signaling Link. ELI shall provision the signaling links from its premises
--------------
to the SPOIs in a manner technically compatible to the GTE network.
7.2 Privacy Indicator. ELI shall populate the "privacy indicator" portion of
-----------------
the CCS/SS7 initial address message forwarded to GTE's network for call
processing.
7.3 Accuracy of Information. ELI shall verify the accuracy of information
-----------------------
provided by ELI concerning the Service ordered by ELI.
7.4 Forecast. ELI shall furnish to GTE, at the time the Service is ordered and
--------
annually thereafter, an updated three year forecast of usage for the 56
kbps channel and the STP port termination for each STP pair. The forecast
shall include total annual volume and busy hour busy month volume. GTE
shall utilize the forecast in its own efforts to project further facility
requirements.
7.5 Changes. ELI agrees to inform GTE in writing at least thirty (30) Business
-------
Days in advance of any change in its use of the Service that alters by ten
percent (10%) or more for any thirty (30) day period the volume of
signaling transactions to be forwarded to GTE's CCS/SS7 network. ELI will
provide the reason for the change in volume by individual SS7 service.
ARTICLE 8.
SIGNALING POINT CODES
8.1 Interconnection. ELI may utilize either the GTE CCS/SS7 network SPC or its
---------------
own SPC for interconnection purposes when interconnecting its SPs or SSPs
at the "A" Link level. ELI shall utilize its own SPC when interconnecting
its STP at the "B" Link level. ELI agrees to obtain its own initial SPC if
it has short or long range plans to provide its own STPs.
8.2 SPC. When the SPC is utilized, GTE shall be responsible for ELI code
---
assignment. When ELI obtains its own SPC, ELI shall be responsible for
code assignments and shall
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be responsible for notifying GTE and other CCS/SS7 network providers of
such assignments.
8.3 SPC Change. Due to the complexities and potential ELI signaling network
----------
downtime required for changing working SPCs, ELI agrees to give GTE a
written notice of an SPC change as soon as possible but no later than
thirty (30) Business Days prior to the effective date of the SPC change.
ARTICLE 9.
MONTHLY BILLING
Billing statements shall be rendered monthly by GTE to ELI. The monthly charge
shall be the total of all monthly rate element charges associated with the
Service. Payment to GTE for bills rendered to ELI shall be due thirty (30)
calendar days after receipt of the invoice and ELI agrees to pay all billed
amounts. Beginning the day after the due date of the bill, interest charges of
twelve per cent (12%) per annum or the maximum allowed by law, whichever is
less, shall be added to ELI's bill. Payments shall be applied to the oldest
outstanding amounts first.
ARTICLE 10.
LIABILITY AND INDEMNIFICATION
10.1 Release from Liability. Each Party releases the other from any liability
----------------------
for loss or damage arising out of errors, interruptions, defects,
failures, delays, or malfunctions of the Service, including any and all
associated equipment and data processing systems, not caused by gross
negligence or willful misconduct. Any losses or damages for which either
Party is held liable under this Agreement shall in no event exceed the
amount of the charges for the Service during the period beginning at the
time notice of the error, interruption, defect, failure, or malfunction is
received, to the time Service is restored.
10.2 Limitation of Liability. IN ADDITION TO THE LIMITATION OF LIABILITY SET
-----------------------
FORTH AT SECTION 24.4 OF ARTICLE III OF THE AGREEMENT, NEITHER PARTY SHALL
BE LIABLE FOR ANY LOSS OF REVENUE OR PROFIT OR FOR ANY LOSS OR DAMAGE
ARISING OUT OF THIS AGREEMENT OR OUT OF THE USE OF THE CCS OR ANY OF THE
SERVICES PROVIDED UNDER THIS AGREEMENT THAT IS SUFFERED BY THE OTHER
PARTY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY SHALL BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
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10.3 Third Parties. Each Party agrees to release, defend, indemnify, and hold
-------------
harmless the other Party from and against any and all losses, damages, or
other liability, including reasonable attorneys' fees, that it may incur
as a result of claims, demands, wrongful death actions, or other suits
brought by third parties, arising out of the use of the Service and
resulting from the gross negligence or willful misconduct by the
indemnifying Party, its employees, agents, or contractors in the
performance of this Agreement. In addition, to the extent that the
Parties' interests do not conflict, ELI shall defend GTE against all end
users' claims just as if ELI had provided such service to its end users
with its own employees. In any event, ELI shall assert its tariff
limitation of liability for the benefit of both GTE and ELI.
10.4 Infringement. Each Party agrees to release, defend, indemnify, and hold
------------
harmless the other Party from and against any claim, demands or suit that
asserts any infringement or invasion of privacy or confidentiality of any
person(s), caused or claimed to be caused, directly or indirectly, by the
indemnifying Party's employees or equipment associated with provision of
the Service. This includes, but is not limited to, suits arising from
disclosure of any customer-specific information associated with either the
originating or terminating numbers used to provision the Service.
10.5 No Warranties. IN ADDITION TO THE DISCLAIMER SET FORTH AT SECTION 24.3 OF
-------------
ARTICLE III OF THE AGREEMENT, NEITHER GTE NOR ELI MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER OR TO ANY Third Party
CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES PROVIDED UNDER OR IN
CONNECTION WITH THIS APPENDIX, THAT THE SERVICES PROVIDED UNDER THIS
APPENDIX WILL BE ERROR FREE OR THAT THE FACILITIES WILL OPERATE WITHOUT
INTERRUPTION. GTE AND ELI DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR
GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR FROM USAGES OF TRADE.
ARTICLE 11.
RESERVATION OF RIGHTS
11.1 Rights Reserved. By entering into this Appendix to the Agreement, neither
---------------
Party waives, releases or compromises any rights it may have to argue, in
any federal or state regulatory proceeding (or in any judicial appeal
following such a proceeding), in support of, or in opposition to any
position, including but not limited to: (a) Accounting for deregulated (or
detariffed) data base services; (b) removal from regulated accounts of
expenses and investment associated with deregulated (or detariffed) data
base services; and (c) any other issue pertinent to regulation or
deregulation of costs which were, are now, or may in
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the future be, associated with the provisions of data base services. Each
Party expressly reserves all its rights in connection with such matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their authorized representatives.
For GTE: For ELI:
GTE NORTHWEST INCORPORATED ELECTRIC LIGHTWAVE, Inc.
______________________________________ ___________________________________
(Signature of Authorized Agent) (Signature of Authorized Agent)
______________________________________ ___________________________________
(Printed Name of Authorized Agent) (Printed Name of Authorized Agent)
Connie Nicholas
Assistant Vice President
Wholesale Markets-Interconnection
______________________________________ ___________________________________
(Title) (Title)
______________________________________ ___________________________________
(Date) (Date)
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EXHIBIT A
RATES AND CHARGES
for Interconnection at
GTE's _____________ STP's
Rates & Charges
Rate Element Nonrecurring Monthly
- --------------------------------------------------------------------------------
1. STP Port Termination for an "A" Link
Per Port See Tariffed Rates
2. STP Port Termination for a "B" Link
Per Port See Tariffed Rates
3. 56 Kbps Digital Facility
Dedicated Switched Access Transport
Per Airline Mile See Tariffed Rates
4. 56 Kbps Dedicated Switched Access Line See Tariffed Rates
5. 1.544 Mbps (DS1) High Capacity Digital Facility See Tariffed Rates
Dedicated Switched Access Transport
Per Airline Mile See Tariffed Rates
6. 1.544 Mbps (DS1) Dedicated Switched
Access Line See Tariffed Rates
7. Facility Charge for "B" Links See Tariffed Rates
8. ISUP Charge per Interconnection See Tariffed Rates
8.1 For ISUP Service an additional SCP charge shall apply per interconnection.
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APPENDIX J
POLE ATTACHMENT AGREEMENT
This Appendix is intentionally left blank. The Parties agree to negotiate the
terms and conditions of this Appendix and to amend this Agreement accordingly.
J-1
<PAGE>
APPENDIX K
CONDUIT OCCUPANCY AGREEMENT
This Appendix is intentionally left blank. The Parties agree to negotiate the
terms and conditions of this Appendix and to amend this Agreement accordingly.
K-1
<PAGE>
APPENDIX L
RECIPROCAL COMPENSATION FOR CALL TERMINATION
WHEN ELI USES GTE UNBUNDLED PORTS,
LOCAL SWITCHING & SHARED TRANSPORT
This Appendix is intentionally left blank. At such time as ELI desires to
obtain unbundled ports, local switching, and shared transport from GTE, the
Parties agree to negotiate the terms and conditions of this Appendix and to
amend this Agreement accordingly. ELI shall not obtain unbundled ports, local
switching, and shared transport from GTE until such amendment is effective.
L-1
<PAGE>
APPENDIX 37A
PERFORMANCE MEASURES
GTE PERFORMANCE MEASURES
PRE-ORDERING/ORDERING/PROVISIONING
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 GTE National Prompt 85% of CSR's sent to CLEC by
transmission the close of business on
of Customer business day following
Service Record receipt of request
(CSR)
Information
- --------------------------------------------------------------------------------------------------------
2 GTE National Prompt 85% of LSC's sent to CLEC by
transmission the close of business on
of Local business day following
Service receipt of request
Confirmation
(LSC)
- --------------------------------------------------------------------------------------------------------
3 GTE State Due Date Percent of CLEC customers
commitments met install, transfer, and change
service orders for which
service is installed by close
of business on the committed
due date is not more than
2.5% below the percent of GTE
customers install, transfer,
and change service orders
- --------------------------------------------------------------------------------------------------------
4 GTE State % reporting Percent of CLEC customers
trouble within install, transfer, and change
30 days of the Designed service orders which
date installed are followed by a customer
trouble report
</TABLE>
37A-1
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- Designed within 30 days of service
order completion date is
not more than 2.5% worse than
the percent GTE customers
install, transfer, and change
Designed service orders which
are followed by a customer
trouble report within 30 days
of service order completion
- --------------------------------------------------------------------------------------------------------
5 CLEC National Service Order 80% of LSR's initiated by
discrepancy: CLEC do not contain an order
LSR's issued discrepancy or error: 90% in
without 12 months. Final target - 95%
material errors
- --------------------------------------------------------------------------------------------------------
6 GTE National Average speed 80% of the time GTE will
of answer per answer within 20 seconds
inquiry by
GTE's call
center within
20 seconds
- --------------------------------------------------------------------------------------------------------
<CAPTION>
INTERCONNECTION
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 GTE State Trunk orders Percent of CLEC trunk orders
completed on completed by GTE on or before
or before the the commitment date is not
Committed Due more than 10% below the
Date percent of FG B/D Switched
</TABLE>
37A-2
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
access orders by all ordering
companies completed by GTE on
or before the com mitment date
- --------------------------------------------------------------------------------------------------------
2 GTE National Firm Order Percent of CLEC trunk orders
Confirmation completed by GTE on or before
(FOC) on time the commitment date is not
delivery more than 5% below the
percent of FG B/D Switched
access by all ordering
companies for which GTE sends
FOC (within 5 days, or longer,
as requested by CLEC)
- --------------------------------------------------------------------------------------------------------
3* Note: Can CLEC National Service Order 80% of ASR's initiated by
not report on discrepancy: CLEC do not contain material
this measure ASR's issued error or result in
until end of without discrepancy; 90% in 12
2nd QTR 1998. material errors months. Final target 95%
- --------------------------------------------------------------------------------------------------------
</TABLE>
37A-3
<PAGE>
MAINTENANCE/REPAIR
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 GTE State Percent Percent of CLEC customers
Commitments Met Network trouble reports where
commitment was met more than
2.5% worse than the percent of
GTE's customer Network trouble
reports where commitment was
met (excluding reports which
are cleared CPE, CLEC
customers error)
- --------------------------------------------------------------------------------------------------------
2 GTE State Average Average repair time (total
clearing time number of elapsed hours/
- Out of minutes for OOS CLEC customers
Service (OOS) Network trouble reports
- Designed divided by total number OOS
customer Network trouble
reports) for CLEC customers is
more than 10% of the average
repair time for GTE customers
(includes only "Designed"
services)
- --------------------------------------------------------------------------------------------------------
3 GTE State Average Average repair time (total
clearing time number of elapsed
- Out Of hours/minutes for OOS CLEC
Service (OOS) customers Network trouble
- Non-Designed reports divided by total
number OOS customer Network
trouble reports) for CLEC
customers is more than 10% of
the average repair time for
GTE customers (includes only
</TABLE>
37A-4
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
POTS and circuits which do not
require a design)
- --------------------------------------------------------------------------------------------------------
4 GTE State Percent Percent of CLEC customers
reports per making trouble reports (total
100 (Failure number of CLEC customers
Frequency) Network trouble reports
divided by the total access
lines multiplied by 100) is
not worse than .5 percent
points of the percentage of
GTE customers making trouble
reports
- --------------------------------------------------------------------------------------------------------
5 GTE National Average speed 80% of the time GTE will
of answer per answer within 20 seconds
inquiry by
GTE's call
center within
20 seconds
--------------------------------------------------------------------------------------------------------
6 GTE State Percent repeat Percent of CLEC customers
reports in 30 repeat trouble reports (total
days number of CLEC customers
Network trouble reports which
had a previous Network trouble
report within the last 30 days
divided by the total of
customer Network trouble
reports multiplied by 100) is
not more than 2.5% worse than
the percent of GTE customers
repeat trouble reports
- --------------------------------------------------------------------------------------------------------
</TABLE>
37A-5
<PAGE>
Note: Outage Credits: Local Service and Unbundled Network Elements: Outage
Credits apply to interruptions of Local Services and Unbundled Network Elements
in accordance with applicable Commission requirements. If a Local Service or
Unbundled Network Element is interrupted, ELI will be entitled to outage
credits. An interruption period begins when ELI reports to GTE that a Local
Service or Unbundled Network Element is interrupted (or GTE has knowledge that
an interruption has occurred through service monitoring or other means). An
interruption period ends when the Local Service is repaired and returned to ELI.
A Local Service or Unbundled Network Element is considered to be interrupted
when there has been a loss of continuity, the Local Service or Unbundled Network
Element does not operate in accordance with the applicable service standards, or
it is otherwise unavailable for use by ELI. This definition is not intended to
conflict with Commission requirements.
37A-6
<PAGE>
BILLING
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 GTE National Timeliness: GTE agrees to make an initial
Percentage of assessment of it's capability to
Service Order measure the percent of dollar
related Monthly amount due for service orders
recurring and billed in the current billing
Non recurring period in which the service order
charges billed was completed. Quality Standard to
within 30 days be determined.
from the LSR
effective date.
- ----------------------------------------------------------------------------------------------------
2 GTE National Timeliness: GTE agrees to make an initial
Percentage of assessment of it's capability to
IntraLata toll measure the percent of dollar
charges billed amount due for Usage charges
within 90 days billed within 90 days from the
from the date date the service was rendered.
the call was Quality Standard to be determined.
recorded.
- ----------------------------------------------------------------------------------------------------
3 GTE National Accuracy: GTE agrees to make an initial
Percent of assessment of it's capability to
wholesale measure the percent of total Net
charges billed dollars accurately billed,
accurately. excluding bill correcting
adjustments resulting from CLEC's
inaccurate LSR's. Quality Standard
to be determined.
- ----------------------------------------------------------------------------------------------------
4 GTE National Timeliness: GTE agrees to make an initial
Percentage of assessment of it's capability to
adjustments measure the percent of all
posted to the corrections and adjustments made
</TABLE>
37A-7
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
customers within agreed time frames. Quality
wholesale bill Standard to be determined.
within 60 days
from receipt of
a Billing
Inquiry form.
- ----------------------------------------------------------------------------------------------------
5 GTE National Customer Usage GTE's initial service performance
Data: threshold will be 94% of all
Timeliness: messages delivered within 6 days
Delivery of all from when the message was recorded
messages by GTE.
delivered within
5 days of when
the message was
recorded
- ----------------------------------------------------------------------------------------------------
6 GTE National Customer Usage GTE's service delivery threshold
Data: Accuracy will be established at 99% of
of transmitted recorded Usage data correctly
customer Usage transmitted to CLEC.
data
- ----------------------------------------------------------------------------------------------------
<CAPTION>
FORECASTING
- ----------------------------------------------------------------------------------------------------
Measure No. Obligation Data Level Measurement Quality Standard
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 CLEC State Service Units Volume of CLEC's Service Units
requirements requirements in a month is not
accurately greater than 10% below the amount
forecast all forecast by CLEC in it's most
volumes for each recent quarterly forecast (which
month contained shall have been made not later
in the quarterly than 30 days prior to the quarter
report. in question)
- ----------------------------------------------------------------------------------------------------
</TABLE>
37A-8
<PAGE>
APPENDIX 46A
AT&T TERMS
The rates, terms, and conditions referred to in this Appendix 46A are effective
and replace or supplement the correlative rates, terms, and conditions set forth
in the "GTE Terms" listed in Appendix 46B, as and when provided by Article III,
Section 46, of this Agreement, and only until, as long as, and under the
conditions prescribed by Article III, Section 46.
The following rates in Appendix 9 to Attachment 14 of the AT&T Agreement will
apply instead of the rates in Appendix F of this Agreement:
1. Local Loops
2 Wire Analog Voice Grade Loop $ 15.00
4 Wire Analog Voice Grade Loop $ 30.00
2 Wire Digital Loop $ 15.00
4 Wire Digital Loop $ 30.00
DS-1 Loop $ 87.37
DS-3 Loop $ 363.42
2. Local Switching (must purchase port)
Ports
2 Wire Analog Line Port $ 1.14
2 Wire ISDN Digital Line Port $ 6.09
DS-1 Digital Trunk Port $ 78.24
Local Switching $0.001463
Vertical Features See Attached
3. Dedicated Transport
CLEC Dedicated Transport
2 Wire Voice $ 15.00
4 Wire Voice $ 30.00
DS1 Standard 1st System $ 87.37
DS1 Standard Add'l System $ 87.37
DS3 Optical Interface $ 363.42
Multiplexing
DS1 to Voice Multiplexing $ 212.76
DS3 to DS1 Multiplexing $ 203.54
Interoffice Dedicated Transport
Voice Facility Per ALM $ .08
Voice Facility Termination $ 19.74
DS1 Facility Per ALM $ .85
DS1 Per Termination $ 37.94
DS3 Facility Per ALM $ 10.19
DS3 Per Termination $ 253.13
46A-1
<PAGE>
OREGON UNBUNDLED VERTICAL FEATURES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
VERTICAL FEATURES (Subject to Availability)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Three Way Calling $/line/month $0.12
- ---------------------------------------------------------------------------------------------
Call Forwarding Variable $/line/month $0.12
- ---------------------------------------------------------------------------------------------
Call Waiting $/line/month $0.11
- ---------------------------------------------------------------------------------------------
Automatic Callback $/line/month $0.24
- ---------------------------------------------------------------------------------------------
Calling Number Delivery $/line/month $0.08
- ---------------------------------------------------------------------------------------------
Calling Number Delivery Blocking $/line/month $0.00
- ---------------------------------------------------------------------------------------------
Distinctive Ringing / Call Waiting $/line/month $0.08
- ---------------------------------------------------------------------------------------------
Customer Originated Trace $/line/month $0.91
- ---------------------------------------------------------------------------------------------
Selective Call Rejection $/line/month $1.28
- ---------------------------------------------------------------------------------------------
Selective Call Forwarding $/line/month $0.62
- ---------------------------------------------------------------------------------------------
Call Forwarding Variable CTX $/line/month $0.12
- ---------------------------------------------------------------------------------------------
Call Forwarding Busy Line $/line/month $0.25
- ---------------------------------------------------------------------------------------------
Call Forwarding Don't Answer All Calls $/line/month $0.18
- ---------------------------------------------------------------------------------------------
Call Waiting Originating $/line/month $0.11
- ---------------------------------------------------------------------------------------------
Call Waiting Terminating $/line/month $0.11
- ---------------------------------------------------------------------------------------------
Three Way Calling CTX $/line/month $0.12
- ---------------------------------------------------------------------------------------------
Call Transfer Individual All Calls $/line/month $0.31
- ---------------------------------------------------------------------------------------------
Speed Calling Individual 1-Digit $/line/month $0.06
- ---------------------------------------------------------------------------------------------
Speed Calling Individual 2-Digit $/line/month $0.06
- ---------------------------------------------------------------------------------------------
Call Hold $/line/month $0.05
- ---------------------------------------------------------------------------------------------
Call Pick-up $/line/month $0.06
- ---------------------------------------------------------------------------------------------
Preferential Multiline Hunting $/line/month $0.05
- ---------------------------------------------------------------------------------------------
Teen Service $/line/month $0.08
- ---------------------------------------------------------------------------------------------
Last Number Redial $/line/month $0.24
- ---------------------------------------------------------------------------------------------
Warm Line $/line/month $0.07
- ---------------------------------------------------------------------------------------------
Calling Name Delivery $/line/month $0.17
- ---------------------------------------------------------------------------------------------
</TABLE>
46A-2
<PAGE>
THIS LEASE, made and entered into as of the Date of Lease, by and between
NORTH VALLEY TECH LLC, a Delaware limited liability company, hereinafter
referred to as "Landlord", and PAC-WEST TELECOMM, INC., a California
corporation, hereinafter referred to as "Tenant".
W I T N E S S E T H:
In consideration of the covenants and agreements hereinafter set forth to
be performed by the parties hereto, it is agreed by and between Landlord and
Tenant as follows:
1. Definitions and Basic Terms. The following terms, whenever set forth
---------------------------
in initial capitals in this Lease, shall have the meanings set forth
hereinbelow, except as otherwise expressly provided, or unless the context
otherwise requires:
(a) Date of Lease: The date on which Landlord executes the Lease, as
set forth on the signature page hereof.
(b) Landlord's Mailing 55 Public Square, Suite 1900
Address: Cleveland, Ohio 44113
(c) Tenant's Mailing 4210 Coronado Avenue
Address: Stockton, California 95204
(d) Building: North Valley Tech Center, both land and
improvements
(e) Premises: Suite Number 100, located at 500 E. 84/th/ Avenue,
Thornton, CO 80229 on the first (1st) floor of the
east Building, containing approximately 24,316
useable square feet, (computed by measuring the
demised premises from the interior of the windows
to the exterior face of the corridor wall, and
from the center of partitions separating the
demised premises from adjoining premises, but with
no deductions made for columns and projections
necessary to the Building) equal to 26,504
rentable square feet (which area includes a
proportionate share of the Common Areas and
Facilities), as hatched or outlined on the floor
plan attached hereto as Exhibit A.
(f) Term: "Term" shall mean a period of ten (10) years,
unless sooner terminated or extended in accordance
with this Lease.
(g) Commencement Date: The date that is the earlier to occur of (i) April
1, 2000 or (ii) the date that a temporary
certificate of occupancy for the Premises is
issued by the City of Thornton, Colorado.
(h) Termination Date: March 31, 2010
<PAGE>
(i) Base Rent: The amounts, for the periods, set forth below,
payable in monthly installments in advance:
<TABLE>
<CAPTION>
Annual Monthly Rate Per
Period Base Rent Installment Square Foot
------ --------- ----------- -----------
<S> <C> <C> <C> <C>
4/1/00 - 3/31/05 $390,934.00 $32,577.83 $14.75
4/1/05 - 3/31/10 $417,438.00 $34,786.50 $15.75
</TABLE>
(j) Rent: The Base Rent or Adjusted Base Rent, as the case
may be, and all other charges or sums payable
hereunder.
(k) Security Deposit: Thirty-Two Thousand Five Hundred Seventy-Seven and
83/100 Dollars ($32,577.83)
(l) Tenant's Share: The percentage which the rentable area of the
Premises is of the total rentable area of the
Building as of the end of the calendar year, which
as of the end of the first calendar year is agreed
to be 5.832%. Adjustments to the rentable area of
the Premises or the Building will result in a
proportionate adjustment to the Percentage of
Tenant's Share.
(m) Permitted Use: To install, operate and repair telecommunications
equipment; market and provide telecommunications
services; to maintain general offices; to provide
facilities and services to Tenant's colocation
customers; to install and repair off-site
telecommunication equipment and to accommodate
related personnel.
(n) Base Year: The calendar year commencing January 1, 2000, and
ending December 31, 2000.
(o) Comparison Year: The first full calendar year following the Base
Year and each subsequent full calendar year of the
Term.
(p) Operating Expenses: All expenses incurred during the Base Year or the
Comparison Year, calculated in accordance with
Generally Accepted Accounting Principles ("GAAP"),
in the operation, improvement, repair, replacement
and maintenance of the Building including, without
limitation, (i) the cost of water and sewer,
insurance, labor, cleaning materials and supplies,
and security, if any; (ii) expenses for
management, maintenance of elevators and
mechanical systems, rubbish removal, window
washing and other services, and roof repairs;
(iii) the opera-
2
<PAGE>
tion, improvement, repair, replacement and
maintenance of the Building Common Areas and
Facilities including all surfaces, floor and wall
coverings, decorative items, and window coverings,
lighting facilities and exteriors; and (iv) the
cost of any operation, improvement, repair,
replacement or maintenance which does not
materially add to the value of the Building nor
appreciably prolong its life, but merely keeps the
Building in ordinarily efficient operating
condition, except that if such improvement, repair
or replacement results in a substantial cost,
labor or energy saving, such cost shall be deemed
an Operating Expense. All such costs will be
amortized over the number of years required by
GAAP, with an appropriate finance charge, all of
which shall be considered an Operating Expense. If
and for so long as the Building is less than fully
leased and occupied, Operating Expenses shall
include an amount representing the estimated
operating expenses that Landlord would incur if
the Building was 95% leased and occupied, as
determined by Landlord in a reasonable, customary
and commonly accepted manner.
Notwithstanding anything to the contrary in the
definition of Operating Expenses, the Operating
Expenses shall not include the following:
(1) The cost of repair to the Building,
including the Premises, to the extent
the cost of the repairs is reimbursed by
insurance or condemnation proceeds,
covered by warranty or otherwise
reimbursed by third parties other than
as a part of Operating Expenses;
(2) All items and services for which Tenant
or any other tenant in the Building
reimburses Landlord other than through
Operating Expenses (or is so obligated
to reimburse Landlord) and all items and
services supplied selectively to any
tenant without reimbursement, provided
that, any item or service supplied
selectively to Tenant shall be paid for
by Tenant;
(3) Advertising and marketing costs,
including, without limitation, leasing
commissions, attorneys' fees in
connection with the negotiation and
preparation of letters, deal memos,
letters of intent, leases, subleases
and/or assignments, space
3
<PAGE>
planning costs, and other costs and
expenses incurred in connection with the
lease, sublease and/or assignment
negotiations and transactions with
present or prospective tenants of the
Building or their successors;
(4) The cost of improving or renovating
space for tenants or space vacated by
any tenant (including Tenant),
including, without limitation,
architects', engineers' and space
planners' fees and expenses, and costs
of permits and inspections;
(5) The cost of utilities charged to
individual tenants (including Tenant)
including any and all costs for Tenant's
electrical usage and HVAC usage;
(6) The depreciation of the Building;
(7) Any payments of any kind due and payable
under any mortgage, deed of trust or
other financing affecting the Building
or under any ground lease or master
lease, including, without limitation,
any principal, interest, points and fees
on debt or amortization payments, and
late payment penalties and interest on
any real property mortgages or deeds of
trust and ground lease payments, and
other costs of financing or refinancing
the Building;
(8) Legal, accounting, consulting and other
related expenses associated with the
enforcement of leases, disputes with
lessees or prospective lessees, or the
defense of Landlord's title to the
Building;
(9) Landlord's general corporate overhead
and general administrative expenses not
related to the operation of the
Building, including costs of preparing
corporate, partnership or other tax
returns, or financial statements not
related to the operation of the
Building, and all compensation to
executives, officers or partners of
Lessor or to persons who are executives
or officers of partners of Landlord or
to any other person at or above the
level of building manager, other than
the building manager of the Building;
4
<PAGE>
(10) Unless required to be charged by
Landlord pursuant to any applicable
requirements, any compensation paid to
clerks, attendants or other persons in
commercial concessions, including
parking facilities operated by Landlord
and other costs directly related to the
operation of such commercial concessions
including bookkeeping, parking
insurance, parking management fees,
tickets, striping and uniforms, and all
other costs directly related to the
installation, operation and maintenance
of such commercial concessions;
(11) Governmental fines or penalties assessed
as a result of Landlord's failure to
make payments in a timely manner or to
comply with applicable requirements;
(12) Except for making repairs or keeping
permanent systems in operation while
repairs are being made, rentals and
other related expenses incurred in
leasing air-conditioning systems,
elevators or other equipment ordinarily
considered to be of a capital nature,
except equipment not affixed to the
Building which is used in providing
janitorial or maintenance services;
(13) Costs of capital improvements and other
costs which are to be capitalized and
not expensed in accordance with GAAP,
including, without limitation, capital
repairs due to casualty, capital costs
of any renovation, improvement or
addition to common areas, capital costs
of compliance with health, safety and
disability access laws to the extent the
Building did not comply with such
applicable requirements in effect and as
interpreted as of the date of this
Lease; provided that such costs to
comply with applicable requirements
arising after the date of this Lease or
re-interpreted after the date of this
Lease, shall be included in Operating
Expenses provided that such permitted
capital expenses are amortized over the
useful life thereof;
5
<PAGE>
(14) Cost of compliance with laws relating to
hazardous substances or substances which
are incurred (a) as a result of
Landlord's negligence or intentional
acts in the course of construction of
the Building, including the selection
and use of building materials which
Landlord should have known were
hazardous substances at the time of
their installation, or (b) as a result
of the presence of hazardous substances
in the soil or groundwater under the
Building on or before the date of
execution of this Lease;
(15) Liability covered by insurance carried
by Landlord the premiums for which are
included in Operating Expenses, or which
would have been covered by insurance
otherwise required to be carried by
Landlord under this Lease but for
failure to insure as a result of
Landlord's intentional acts or omissions
or negligence (but not as a result of
commercial impracticability of obtaining
such insurance);
(16) Expenses resulting directly from the
willful misconduct or gross negligence
of Landlord or any of its employees or
agents;
(17) Costs of repairs or modifications to the
Building or Premises, if the Building or
Premises are not in full compliance with
all governmental regulations, ordinances
and laws effective at the Commencement
Date;
(18) Any bad debt loss, rent loss or reserves
for bad debts or rent loss and reserves
for capital improvements;
(19) Costs arising from Landlord's charitable
or political contributions;
(20) Costs, including capital costs, incurred
in connection with upgrading the
Building to comply with applicable
requirements as such applicable
requirements were interpreted as of the
Commencement Date of this Lease;
provided that
6
<PAGE>
such costs to comply with applicable
requirements arising after the
Commencement Date of this Lease or re-
interpreted after the Commencement Date
of this Lease, shall be included in
Operating Expenses;
(21) Costs arising from repairs for
construction of design defects in the
Building (including, without limitation,
any building systems) or in lessee
improvements installed by Landlord;
(22) Legal expenses, accounting expenses,
other professional fees and other
transactional costs arising out of the
sale, syndication or financing of the
Building or any interest therein, or the
construction of improvements;
(23) Costs of disputes between Landlord and
any third party regarding matters
unrelated to the Building;
(24) Costs of disputes between Landlord and
any employee, agent or contractor of
landlord or with any mortgagee or ground
lessor;
(25) If Landlord fails to carry any of the
insurance required to be carried by
Landlord pursuant to the terms of this
Lease, any cost which would have been
covered by such insurance coverage; and
(26) Any rental amount applied for the
management / leasing office in the
Building.
Notwithstanding anything herein to the contrary,
Landlord shall not be entitled to include the
costs of capital replacements or expenditures
except that, in the event Landlord installs
equipment in, or makes improvements or alterations
to, the Building which are for the purpose of
either (a) reducing energy, maintenance or other
operating costs, or (b) which are required under
any governmental laws, rules, regulations or
ordinances which are not required on the
Commencement Date, then, even though such costs
are capital expenditures, Landlord may include in
Operating Expenses reasonable charges for the same
so as to amortize such investment over the useful
life of such equipment, improvement or alteration
on a straight-line basis, provided,
7
<PAGE>
however, with respect to items of the type
described in clause (a), the amount included in
Operating Expenses in any year shall not exceed
the annual savings which were reasonably projected
to result from that expenditure at the time it was
made.
(q) Taxes: Taxes and assessments, special or otherwise,
(including all expenses incurred in connection
with disputing the amounts thereof) and sewer
charges, if any, levied or assessed upon or with
respect to the Building and the land upon which it
is located, or upon or against the rent payable
hereunder for the privilege of leasing real
property. If and for so long as the Building is
less than fully leased and occupied, Taxes shall
include an amount representing the estimated taxes
that Landlord would incur if the Building was
fully leased and occupied, as determined by
Landlord in a reasonable, customary and commonly
accepted manor.
(r) Common Areas and The common areas of the Building including, but
Facilities: not limited to, lobbies, vestibules, stairways,
corridors, passenger and freight elevators, truck
docks, and access roads.
(s) Electric service N/A
charge:
(t) Broker: CB Richard Ellis, Inc.
Independence Plaza
1050 Seventeenth Street, Suite 800
Denver, CO 80265
And
Partners National Real Estate Group, Inc.
3838 Oak Lawn Avenue
Suite 850
Dallas, Texas 75219
(u) Guarantor: N/A
2. Premises; Term.
--------------
(a) Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises, for the Term and upon the conditions, covenants, and
agreements hereinafter set forth.
8
<PAGE>
(b) Subject to paragraph 17 hereof Tenant shall have a nonexclusive
right to use the Common Areas and Facilities of the Building which lead to and
from the Premises and other areas shared with other tenants in the Building.
Nothing herein contained shall be construed as a demise to Tenant of the roof,
exterior walls of the Building, space outside the Premises, air rights above or
outside of the Premises, or of the Common Areas and Facilities.
(c) Landlord warrants that it is the lawful tenant under that certain
ground lease dated July 22, 1969 and recorded on July 22, 1969, as instrument
no. 734560 in Book 1166 at page 140 of the Official Records of Adams County,
Colorado and that the term of such ground lease has been extended to a date that
extends beyond the time of the Term, as extended, if at all, pursuant to Section
60 of this Lease.
3. Possession/Tenant Improvements. All work and items not within the
------------------------------
scope of the Landlord Improvements to be furnished and installed in the Premises
(the "Lessee Improvements"), such as furniture, furnishings, equipment and
telephones, shall be furnished and installed by Tenant at Tenant's expense.
Tenant shall adopt a schedule compatible with the schedule of Landlord's
contractors and shall conduct its work in such a manner and at times as not to
unreasonably interfere with or delay the work of Landlord's contractors. Tenant
shall not begin installing Tenant Improvements without Landlord's prior approval
of Tenant's contractors, subcontractors and all materials and items to be used
for and incorporated in Tenant Improvements, which approval shall not be
unreasonably withheld. Subject to the preceding requirements, Landlord shall
complete items 1, 6 and 8 under "Construction/Demolition" in Exhibit "E" on or
before January 15, 2000 and give access and entry to the Premises to Tenant and
its contractors and subcontractors for installation of the Tenant Improvements
not later than January 1, 2000. If entry is prior to the Commencement Date, the
entry shall be subject to all the terms and conditions of this Lease except the
payment of Base Rent.
4. Rent. Tenant shall pay Landlord the Rent, without deduction or offset,
----
in advance, on or before the tenth day of each calendar month during the Term,
at Landlord's Mailing Address, or at such other place as Landlord may from time
to time designate in writing. The first month's Base Rent shall be paid upon
execution hereof. The installment of Rent payable for any partial calendar month
shall be prorated based upon a 30-day calendar month. Checks delivered in
payment of Rent shall not constitute payment until paid by the drawee. Tenant
however shall not be responsible for delays in the collection of checks caused
by the Landlord, Landlord's bank or the clearing house. Delivery of a check by
the tenth (10) of a month which is promptly paid in the ordinary course of
business shall satisfy the payment requirements of this section. The covenant to
pay Rent hereunder is independent of any other covenant contained in this Lease.
9
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5. Rent Escalation.
---------------
(a) There shall be added to the Base Rent for each Comparison Year,
Tenant's Share of the net aggregate increase, if any, in the amount of
Operating Expenses and Taxes for the Comparison Year over those for the
Base Year. The Base Rent as so increased is herein referred to as the
"Adjusted Base Rent". The Adjusted Base Rent for any Comparison Year shall
serve as the basis for an estimate of Adjusted Base Rent due for the next
Comparison Year until the computation for that Comparison Year has been
made. The difference between the actual increase in Operating Expenses and
Taxes for any Comparison Year and the estimated Adjusted Base Rent for such
Comparison Year shall be promptly paid by Tenant upon Tenant's receipt of a
statement of such adjustment. After the Adjusted Base Rent has been
established, it shall retroactively become payable from the beginning of
the calendar year. The remaining monthly Rent installments shall be
adjusted accordingly. Amounts due for any partial year of the Term in
accordance with the foregoing shall be prorated on a calendar year basis.
Additionally, within one hundred twenty (120) days after the end of the
Base Year, Landlord will submit to Tenant for Tenant's review the
compilation of the Operating Expenses and Taxes, adjusted as required in
this Lease, for the Base Year. After receipt of such statement, Tenant will
have one hundred twenty (120) days to dispute any item in the statement or
manner of calculation of the Operating Expenses and Taxes.
With respect to Taxes, the statement of adjustment shall reflect, as
of the date prepared, Taxes incurred for the Base Year and for the
Comparison Year, whether the same shall be definitive or subject to
subsequent revision. Should Taxes for the Base Year or any Comparison Year
be subsequently reduced or increased, Landlord shall recompute the Taxes
using the amount of the Taxes for the Base Year as so reduced or increased
for all Comparison Years prior to the Comparison Year in which the
reduction or increase is granted. In the event of any tax abatements, tax
phase-in or other similar tax programs that result in an artificially
lowered tax amount for the Base Year, the tax amount established for the
Base Year will be increased to reflect the amount that would have been
expended in the absence of such programs. All changes to Adjusted Base Rent
due from Tenant by reason thereof shall be payable within thirty (30) days
after Tenant's receipt of the statement therefor.
(b) Landlord shall, during Landlord's regular business hours, make
available to Tenant records, in reasonable detail, of Operating Expenses
and Taxes for the period covered by such statement or statements, for a
period of ninety (90) days after the mailing of such statements to Tenant.
If Tenant shall not dispute any item in any such statement within thirty
(30) days following Tenant's receipt of such statement, Tenant shall be
deemed to have waived any objection thereto.
6. Security Deposit.
----------------
(a) Tenant has deposited with Landlord the Security Deposit, the
receipt of which (if by check subject to collection) is hereby
acknowledged. The Security Deposit
10
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shall be held by Landlord, without liability for interest thereon, as
security for full performance due of Tenant under this Lease. Upon
expiration of the Term and written request therefor, the Security Deposit
shall be returned to Tenant, unless Landlord has reasonable cause to
withhold all or a portion thereof.
(b) If any Rent shall be overdue and unpaid, or should Landlord have
made payments on behalf of Tenant, or should Tenant fail to perform any of
the covenants or agreements of this Lease, then Landlord may, without
prejudice to any other remedy which Landlord may have, apply all or a
portion of the Security Deposit toward the payment of Rent, or toward any
loss, damage or expense sustained by Landlord resulting therefrom. In such
event Tenant shall forthwith restore the Security Deposit to the original
sum.
(c) In the event bankruptcy, insolvency, reorganization or other
creditor-debtor proceedings shall be instituted by or against Tenant, its
successors or assigns, or any guarantor of Tenant hereunder, the Security
Deposit shall be deemed to be applied first to the payment of Rent due to
Landlord for all periods prior to the institution of such proceedings.
(d) In the event that Landlord's interest in the Premises is sold,
transferred or assigned, Landlord shall deliver the Security Deposit to the
acquirer of such interest. Thereupon, Landlord shall be discharged and
released from all further liability with respect to the Security Deposit
and Tenant agrees to look solely to the new landlord for the return of the
Security Deposit. This provision shall also apply to any subsequent
transferees. No holder of a mortgage or deed of trust or lessor under a
ground or underlying lease to which this Lease is or may be superior or
subordinate shall be held responsible in connection with the Security
Deposit, unless it has received the Security Deposit.
7. Personal Property and Business Taxes. Tenant shall pay, prior to
------------------------------------
delinquency, all taxes assessed against or levied upon fixtures and all property
of Tenant located in the Premises. When possible, Tenant shall cause said
fixtures and property to be assessed and billed separately from the real
property of which the Premises form a part. In the event any or all of Tenant's
fixtures and property shall be assessed and taxed against Landlord, Tenant shall
pay said taxes within ten (10) days after receipt of a written statement setting
forth the amount of taxes applicable to Tenant's fixtures and property. Tenant
shall pay, prior to delinquency, all license fees and taxes imposed upon the
business of Tenant.
8. Use. Absent the prior written consent of Landlord, Tenant shall not
---
use the Premises other than for the Permitted Use. Tenant shall not use the
Premises in violation of any law or of the certificate of occupancy issued for
the Building. Within five (5) days of receipt of a notice from Landlord,
Tenant shall discontinue any use of the Premises which is declared unlawful or
which imposes any duty upon Landlord. Tenant shall not permit anything to be
done which will invalidate or increase the cost of insurance covering the
Building or property located therein. Tenant shall, upon demand, reimburse
Landlord for any additional premium charged by reason of Tenant's failure to
comply with the provisions hereof.
11
<PAGE>
9. Alterations and Improvements. Except as may be provided in the "Work
----------------------------
Letter" attached hereto as Exhibit "E" and made a part hereof, or as otherwise
provided in this Lease, Landlord shall not be required to alter or improve the
Premises or the Building. Tenant accepts the Premises in an "as is" condition
and agrees to perform alterations or improvements to the Premises in accordance
with plans and specifications prepared by a certified architect, all at Tenant's
sole cost and expense, subject to Landlord's prior approval, and in accordance
with all applicable laws, ordinances, rules and regulations. Prior to commencing
any alteration or improvement to the Premises, Tenant shall forward to Landlord
three (3) sets of blueprints and one (1) set of sepias of Tenant's proposed
work, and Landlord will complete its review of Tenant's plans within three (3)
business days. Landlord may in its sole discretion impose requirements as to
the manner of performance of any work by or for Tenant in the Premises. All
work shall be performed in a good and workmanlike manner using quality material
and shall be promptly completed, lien-free, by a contractor who is insured,
bonded and has been pre-approved by Landlord. Prior to the commencement of such
work, Tenant or Tenant's general contractor agrees to deliver to Landlord a
Certificate of Worker's Compensation insurance in statutory limits from each
contractor and subcontractor as well as evidence of automobile insurance,
including "non-owned" automobiles, covering personal injury, bodily injury and
property damage, including death resulting therefrom, in the combined single
limit amount of $1,000,000.00 and comprehensive general liability in the
combined single limit amount of $1,000,000.00, with Landlord listed as an
additional named insured.
Tenant shall provide Landlord with properly completed lien waivers executed
by Tenant's general contractor and, as to labor and materials valued in excess
of $5,000.00, by every subcontractor, including sole proprietorships,
participating in Tenant's work, and every material supplier delivering materials
directly to the Premises.
10. Ownership of Improvements.
-------------------------
(a) All alterations and improvements in the Premises made by either
party (except to Tenant's personal property, furniture and furnishings,
signs and trade fixtures) shall become the property of Landlord and shall
be surrendered with the Premises as provided for herein.
(b) Tenant shall have the option to remove, at Tenant's sole cost and
expense, and retain all of Tenant's owned or leased telecommunications
equipment, telecommunications switches, antennas, computer hardware, fiber
cables and other fiber optic transmission facilities, transmission
equipment, machinery, equipment, air conditioning components, furniture,
and other tangible personal property including dies, tools, jigs, and
office equipment and all equipment belonging to co-locators. Without
limitation of the foregoing the Tenant can remove:
(1) All, equipment and machinery installed by Tenant;
(2) all HVAC equipment, provided that Tenant's contractors shall
perform such removal and restore the areas where the equipment
has been located
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<PAGE>
to a condition at least as good as received, normal wear and tear
excepted and may remove all associated work if requested by
Landlord, which may include ducting, electrical runs and
enclosures, all at Tenant's sole cost and expense;
(3) All ALCATEL and DSC switch equipment and associated peripheral
equipment, all transmission switch equipment, patch panel and
associated cables, co-location cabinets and associated equipment,
all electrical equipment associated with this equipment and
including all battery and UPS power plant equipment;
(4) All generators, fuel tanks and associated piping and sound
control gear and associated conduit and cable.
(5) The FM200 dry fire suppression system including the gas
containers, controls and all cable and control boxes. Tenant
shall not remove the sprinkler piping and nozzles.
Tenant shall repair and restore any damage to the Building or Premises
caused by the removal of any such property.
11. Repairs.
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(a) Landlord shall maintain and keep in good repair the Building,
including the roof, exterior walls, all mechanical systems in the Building,
the parking lots, and the floors, ceilings, and perimeter walls but
excluding Tenant's HVAC equipment. In the event the necessity for such
repairs shall have been occasioned by Tenant or any permitted subtenant or
licensee of Tenant, or their respective employees, agents, contractors or
any person, firm or corporation acting on its behalf, Tenant agrees to make
such repairs at Tenant's sole cost and expense. Except in cases of an
emergency, Landlord shall not be required to commence any repair until
after receipt of written notice from Tenant. Tenant shall allow Landlord
reasonable time in which to commence and complete such repairs. Landlord
shall use reasonable efforts to make such repairs with a minimum of
inconvenience, disruption, or loss of business to Tenant.
(b) Except as provided in subparagraph (a) of this paragraph, Tenant
agrees to keep and maintain the Premises, the fixtures and equipment
therein and the appurtenances thereto in good repair and condition at
Tenant's own cost and expense, and to make all necessary repairs and
replacements thereto. Tenant shall arrange and pay for all janitorial
services required for the Premises. Tenant shall keep and maintain the
Premises in a first-class condition throughout the Term. Tenant shall
replace all damaged glass with glass of equal quality. In the case of
damage or destruction by insurable casualty or by eminent domain, the
obligations of Landlord and Tenant shall be controlled as hereinafter
provided.
13
<PAGE>
(c) Following initial construction of the Premises Tenant may, at its
own cost, paint, paper or change floor coverings, or otherwise alter the
Premises, provided that (i) the structural integrity or value of the
Building shall not be adversely affected and (ii) the cost of such
alteration does not exceed Five Dollars ($5.00) per square foot; and,
except as otherwise permitted herein, the sprinkler system is not thereby
affected. In all other instances, Tenant shall secure prior written
approval of Landlord. Tenant shall submit to Landlord plans and
specifications for such proposed work, together with the name of the
contractor and a statement of the estimated cost thereof. Prior to starting
such work, Tenant agrees to deliver to Landlord a certificate of worker's
compensation insurance in statutory limits from Tenant's contractor as well
as evidence of insurance coverages to be maintained by Tenant hereunder.
Such work shall be promptly completed in accordance with such approved
plans and specifications, applicable laws and ordinances, and rules and
requirements of Landlord's insurance carriers, subject to the terms of
Tenant's indemnity set forth under paragraph 16 hereof and Tenant's
obligation to insure such liability under paragraph 28 hereof.
(d) The term "repairs" shall include repairs, replacements, renewals,
alterations, additions, improvements and betterments.
(e) If Tenant shall fail or refuse to make repairs as set forth
above, or if Landlord is required to make any repairs because of any act or
omission of Tenant (or Tenant's permitted subtenant, business invitee or
licensee, or their respective employees, agents or contractors, or any
person, firm or corporation acting on Tenant's behalf), Landlord shall have
the right, but not the obligation, upon ten (10) days' notice (except in
case of an emergency), to enter upon the Premises to make such repairs, and
add the cost thereof to the next installment of Rent due.
12. Building Services. Landlord shall furnish to the Premises water for
-----------------
lavatory and drinking purposes.
Except as otherwise expressly provided in this Lease, Tenant shall comply
with all rules and regulations which Landlord establishes for the protection of
Building services, including but not limited to those rules and regulations set
forth on Exhibit "G" attached hereto. Such rules and regulation shall not
conflict with any provision of this Lease and shall be enforced to all tenants
uniformly. Landlord shall have free access to all mechanical installations of
Landlord at all times. Where failure to furnish any of said utilities or
services is caused by strikes, accidents, or conditions beyond the control of
Landlord, Landlord's failure shall neither be deemed an eviction or disturbance
of Tenant's use or possession of the Premises, nor shall such failure render
Landlord liable to Tenant, nor relieve Tenant of its Lease obligations.
Except as otherwise expressly provided in this Lease, Tenant agrees not to
use any apparatus or device which may increase the amount of such services
usually furnished to the Premises without the prior written consent of Landlord.
Landlord reserves the right to charge for such increased services.
14
<PAGE>
Landlord reserves the right, without being liable to Tenant and without
abatement or diminution in Rent, to suspend, delay or stop any of the services
to be furnished and provided by Landlord whenever necessary due to any cause
beyond Landlord's control, or for emergency, inspection, cleaning, repairs,
replacements, alterations, improvements or renewals that in Landlord's judgment
are desirable or necessary; and Landlord may suspend any of those services until
completion of any work or until the cause of the suspension has been removed.
Failure by Landlord to any extent to furnish any defined services, or any
cessation of services due to any causes described in the preceding sentence,
shall not render Landlord liable in any respect for damages to either person or
property, nor be construed as an eviction of Tenant, nor work an abatement of
Rent, nor relieve Tenant from fulfillment of any covenant or agreement of this
Lease. Should any of the equipment or machinery utilized in supplying the
services break down, or for any cause cease to function properly, Landlord shall
use reasonable diligence to repair the same promptly, but Tenant shall have no
right to terminate or repudiate this Lease, and shall have no claim for rebate
or abatement of rent or damages, on account of any resulting interruptions in
service.
13. Electrical Current. Electric service to the Premises shall be
------------------
separately metered. Tenant shall pay to its electric utility provider the cost
of the consumption of electrical service used in the Premises, calculated at the
rate chargeable to Tenant by the local utility company, as provided in Tenant's
contract with the local utility company.
Tenant covenants and agrees that its use of electric current shall never
exceed the capacity of the feeders to the Premises, as to be provided pursuant
to Exhibit "E," the Building, the risers or wiring installations. Tenant shall
make no alteration to electrical service equipment supplying primary power to
the Premises without obtaining the prior written consent of Landlord in each
instance.
14. Access. Only after no less than 24-hour notice to Tenant and only by
------
accompaniment at all times by an employee of Tenant, Landlord and its agents
shall have the right to enter the Premises for the purpose of inspecting the
Premises, showing the Premises to prospective mortgagees or purchasers of the
Building, and making alterations, repairs, improvements or additions to the
Premises or to the Building for any purpose. Notwithstanding the foregoing,
Landlord acknowledges that Tenant maintains and operates sensitive equipment in
the Premises, and, accordingly, Landlord will make its best efforts to minimize
interference with Tenant's equipment in the event Landlord enters the Premises
to make the aforementioned alterations, repairs, improvements or additions, to
inspect the Premises or to show the Premises to prospective mortgagees or
purchasers, or, in the case of the last six months of the Term, or any extended
term, to show the Premises to prospective tenants. Except as provided in the
preceding sentence or upon Tenant's consent, Landlord is not permitted to enter
the Premises with prospective tenants during the Term or any extension thereof.
During the six (6) months prior to the end of the Term, or any extended term,
Landlord may show the Premises to prospective tenants. In the event of an
emergency, if Tenant's representative shall not be present when such an entry by
Landlord is necessary or permitted hereunder, Landlord may enter by means of a
master key or may, after reasonable attempts to notify Tenant, enter forcibly
without liability to Tenant, except for any failure to exercise due care for
Tenant's property. Landlord shall neither be deemed guilty of an
15
<PAGE>
eviction or disturbance of Tenant's use and possession of the Premises nor shall
Landlord be liable to Tenant in any manner on account of any entry permitted
hereunder.
15. Inability to Perform. This Lease and the obligations of Tenant
--------------------
hereunder shall not be affected because Landlord is unable to fulfill any of its
obligations hereunder or is delayed in doing so, if such inability or delay is
caused by reason of any cause beyond the control of Landlord.
16. Indemnification.
---------------
(a) Indemnity by Tenant. Tenant agrees to indemnify, defend, pay, and
-------------------
save Landlord harmless from and against any and all claims, demands, suits,
actions, proceedings, liability, damages, penalties, orders, decrees,
judgments, costs and expenses arising out of (a) loss of life or injury to
person or property sustained by anyone in and about the Premises, except
those resulting from the affirmative act or negligence of Landlord or
Landlord's officers, agents or employees, and (b) the use or occupancy of
the Premises by Tenant, its agents and employees in or on the Premises and
the approaches thereto, or arising or alleged to have arisen out of the
acts or omissions of Tenant's officers, agents, employees, or invitees and
Tenant shall, at its own cost and expense, defend any and all suits or
actions which may be brought against Landlord or to which Landlord may be
made a party upon any such claims. Except for the affirmative act or
negligence of Landlord, its agents, servants or employees, all of Tenant's
property upon the Premises shall be there at Tenant's sole risk, and
Landlord shall not be responsible or liable for any damage or injury to any
property, fixtures equipment or furniture, or to any person or persons, at
any time upon the Premises.
(b) Indemnity by Landlord. Landlord agrees to indemnify, defend, pay,
---------------------
and save Tenant harmless from and against any and all claims, demands,
suits, actions, proceedings, liability, damages, penalties, orders,
decrees, judgments, costs and expenses arising out of loss of life or
injury to person or property sustained by anyone on the Common Areas or the
Building (exclusive of the Premises), but only to the extent Tenant is not
liable to indemnify Landlord pursuant to Section 16(a) hereof and only
during such period as same are under the control of and are being
maintained by Landlord, except those resulting from the affirmative act or
negligence of Tenant or Tenant's officers, agents or employees, and
Landlord shall, at its own cost and expense, defend any and all suits or
actions which may be brought against Tenant or to which Tenant be made a
party upon any such claims. Except for the affirmative act or negligence
of Tenant, its agents, servants or employees, all of Landlord's property
upon the Common Areas or the Building (exclusive of the Premises) shall be
there at Landlord's sole risk, and Tenant shall not be responsible or
liable for any damage or injury to any property, fixture or Buildings, or
to any person or persons, at any time upon the Common Areas or the Building
(exclusive of the Premises). Tenant releases Landlord from all liability
for any damage to property entrusted to employees of the Building, and for
injury to persons or for loss of or damage to any property by theft or
otherwise, unless caused by or due to the gross negligence of Landlord, its
agents, or employees. Neither Landlord nor its agents shall be
16
<PAGE>
liable for interference with light or other intangible rights, nor for any
latent defect in the Premises or in the Building.
(c) Notification of Claims. Each party hereto shall promptly notify
----------------------
the other of any claim asserted against such party with respect to which
such party is indemnified against loss by the other party hereunder, and
the party giving such notice shall promptly deliver to the other party the
original or a true copy of any summons or other process, pleading, or
notice issued or served in any suit or other proceeding to assert or
enforce any such claim. The party so notified shall, as set forth above,
defend any such suit at its sole cost and expense with experienced and
competent attorneys of its own selection, but the party so indemnified
shall have the right, if it sees fit, to participate in such defense at its
own expense.
17. Rights of Landlord. Landlord reserves the following rights: (a) to
------------------
change the name of the Building without notice or liability to Tenant; (b) to
designate all sources furnishing sign painting or lettering and restroom
supplies used on the Premises; (c) if Tenant vacates the Premises at any time
during the last ninety (90) days of the Term, to decorate, remodel, repair,
alter or otherwise prepare the Premises for reoccupancy; (d) to maintain pass
keys to the Premises; (e) to grant to anyone the exclusive right to conduct any
particular business in the Building; provided that such exclusive right does not
restrict Tenant's allowed uses of the Premises, as provided by this Lease; and
(f) at any time, at Landlord's expense, to decorate or make repairs,
alterations, additions or improvements, in or to the Building or any part
thereof, including the Premises, including specifically the right to alter,
improve or rebuild the Common Areas and Facilities. Except where resulting from
the gross negligence of Landlord, Landlord shall not be liable to Tenant for any
expense, injury, loss or damage resulting from any work so done in or about the
Premises or the Building.
In connection with making repairs, alterations or additions hereunder,
Landlord shall have the right to post necessary notices on the Premises, and
shall have right of access through the Premises, as well as the right to take
materials that may be required to perform the foregoing into and through the
Premises, as well as the right in the course of such work to close entrances,
doors, corridors, elevators, or other Building facilities or temporarily to
abate the operations of such facilities, without being deemed or held guilty of
an eviction of Tenant and without liability to Tenant. Rent shall not abate
while the foregoing is being performed and Tenant shall not be entitled to
maintain any offset or counterclaim for damages of any kind against Landlord by
reason thereof, all such claims being hereby expressly released by the Tenant.
All such work shall be done in such manner as to cause Tenant the least
inconvenience practicable
18. Assignment and Subletting. Tenant shall not, without the prior written
-------------------------
consent of Landlord assign, convey, mortgage or sublet this Lease or any
interest herein, or allow any transfer hereof. Any assignment, conveyance,
mortgage or sublease shall be subject to terms and conditions acceptable to
Landlord. As provided in Paragraph 64 hereof, the location of equipment of co-
locators on the Premises shall not be considered an assignment or subletting of
the Premises and shall not be subject to a Percentage Payment (as defined
hereinafter) so long as such contracts do not purport to lease any part of the
Premises or assign any interest in this Lease.
17
<PAGE>
Notwithstanding anything to the contrary contained in the preceding
paragraph, Tenant may assign this Lease or sublease the Premises without
Landlord's consent to any entity which controls, is controlled by or is under
common control with Tenant or any entity resulting from any merger or
consolidation with Tenant ("Affiliate"), provided at the time of such transfer
Tenant is not in default hereunder, such assignee assumes all of the terms and
conditions of this Lease, and that Tenant is not released or relieved of any
liability hereunder.
The following shall apply in the case of an approved assignment or sublease:
(a) Tenant shall pay to Landlord as Rent under this Lease 75% of the
Profit (the "Percentage Payment") on such transaction, except for
assignments and subleases to an Affiliate as and when received by Tenant,
unless Landlord gives written notice to Tenant and the assignee or
subtenant that the Percentage Payment shall be paid by the assignee or
subtenant to Landlord directly. The "Profit" means (A) all amounts paid to
Tenant for such assignment or sublease, including monthly rent in excess of
the monthly rent payable under this Lease, and all fees and other
consideration paid for the assignment or sublease, including fees under any
collateral agreements, less (B) costs and expenses directly incurred by
Tenant in connection with the execution and performance of such assignment
or sublease for real estate broker's commissions, the cost of lease
concession, legal fees, and costs of renovation or construction of tenant
improvements required under such assignment or sublease. Tenant is
entitled to recover such costs and expenses before Tenant is obligated to
pay the Percentage Payment to Landlord. The Profit in the case of a
sublease of less than all the Premises is the rent allocable to the
subleased space as a percentage on a square footage basis.
(b) Tenant shall provide Landlord a written statement certifying all
amounts to be paid from any assignment or sublease of the Premises within
thirty (30) days after the transaction documentation is signed, and
Landlord may inspect with prior written notice Tenant's books and records
to verify the accuracy of such statement. On written request, Tenant shall
promptly furnish to Landlord copies of all the transaction documentation,
all of which shall be certified by Tenant to be complete, true and correct.
Landlord's receipt of the Percentage Payment shall not be a consent to any
further assignment or subletting.
19. Damage or Destruction. If the Premises or the Building are damaged by
---------------------
fire or other casualty insured under policies of insurance carried by Landlord,
the damage to the Building shall be diligently repaired by and at the expense of
Landlord and the damage to the Premises shall be diligently repaired by and at
the expense of Landlord and Tenant to the extent of their respective obligations
to maintain and repair the Premises pursuant to paragraph 11 hereof, provided
such repairs can, in Landlord's opinion, be made within fifteen (15) days after
the occurrence of such damage without the payment of overtime or other
premiums. There shall be no abatement of Rent by reason of any portion of the
Premises being unusable for a period of fifteen (15) days or less. If the
damage is due to the fault or neglect of Tenant or its employees, agents, or
contractors there shall be no abatement of Rent.
18
<PAGE>
If repairs cannot be made, in Landlord's reasonable, opinion within the
fifteen (15) day period and without the payment of overtime or other premiums,
Landlord shall have a reasonable time to make the repairs provided that Landlord
has given Tenant a notice within ten (10) days after the incident causing the
damage giving the estimated time to repair. In such event the Rent shall be
prorated for the period and to the extent the Premises are not able to be used
by Tenant
If the damage to the Building disrupts Tenant's switch operations and
cannot be repaired by Landlord following telephonic notice to Landlord within 24
hours from the time of such telephonic notice, Tenant shall have the option but
not the obligation to perform such repairs to the Building necessary or
advisable to get its switch facility in operation at Tenant's sole cost and
expense. If such repairs by Tenant are repairs that would have had to be made by
Landlord pursuant to its repair obligations, Landlord shall reimburse Tenant for
the reasonable cost of such repairs, but only to the extent Landlord would have
incurred such expense(s) to complete such repairs.
A total destruction of the Building in which the Premises are located shall
automatically terminate this Lease.
20. Eminent Domain. If the Premises, or so much thereof as to render the
--------------
balance unusable for the Permitted Use, shall be taken under power of eminent
domain, this Lease shall automatically terminate as of the later of the date of
such condemnation, or the date possession is taken by the condemning authority,
or as otherwise herein provided. In the event of a partial taking, Tenant, at
its sole discretion, may elect to continue its occupancy in the remaining
portion of the Premises and Base Rent will be proportionately adjusted.
Landlord will retain any award which may be made in such taking or condemnation
as such relates to the Building including, but not limited to, all fee,
leasehold and easement estates in the land upon which the Building and the
Premises is located. Tenant will receive any and all awards as such relate to
Tenant's loss of business, Tenant's furniture, fixtures and equipment, Tenant's
improvements to the Premises, and other items as such related to Tenant. In the
event of a partial taking which does not result in a termination of this Lease,
Base Rent shall be proportionately adjusted. Landlord may without any
obligation or liability to Tenant stipulate with any condemning authority for a
judgment of condemnation, and the date of taking under this clause shall then be
deemed the date agreed to under the terms of said stipulation.
21. Default. The occurrence of any of the following shall constitute an
-------
event of Default:
(a) The vacation, abandonment or desertion of the Premises by Tenant,
except that if Tenant vacates but continues to pay Rent for the Premises
through the remainder of the Term, said vacation will not be considered an
event of Default.
(b) A failure by Tenant to have made any payment of Base Rent or
Adjusted Base Rent by the tenth day following receipt of written notice by
Tenant from Landlord of such failure to have made such payment of Base Rent
or Adjusted Base Rent; provided,
19
<PAGE>
however, that Landlord shall not be obligated to give Tenant written notice
of such failure more than twice in any calendar year.
(c) A failure by Tenant to observe or perform any provision of this
Lease for fifteen (15) days after notice thereof from Landlord; provided
that if such Default cannot reasonably be cured within such period, and
Tenant promptly commences to cure such Default and thereafter diligently
prosecutes the same to completion, Tenant shall not be deemed in Default.
(d) The making by Tenant of any general assignment for the benefit of
creditors, or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease.
If an event of Default shall occur, Landlord may, at any time:
(i) re-enter the Premises and take possession thereof and,
subject to the provisions of the Landlord's Waiver and the provisions
of Section 10 of the Lease, of all property of Tenant therein and
remove Tenant and all other parties from the Premises without
terminating this Lease, and at any time relet the Premises, or any
part thereof, upon such conditions and at such rental as Landlord
deems proper. In such event Landlord may receive and collect the rent
from such reletting and apply it against any amounts due from Tenant
hereunder, (plus expenses Landlord incurs in recovering possession of
the Premises, placing the same in good condition, preparing the same
for reletting, and all other related expenses, commissions and
charges). Rent or other charges collected from a tenant to whom the
Premises have been relet shall be applied to reduce any indebtedness
due hereunder. Landlord shall not be deemed to have terminated this
Lease or the liability of Tenant for the total liability hereunder by
re-entry or any other act unless Landlord shall have specifically
notified Tenant of Landlord's election to terminate this Lease.
(ii) give written notice to Tenant of Landlord's election to
terminate this Lease. In such event Landlord may recover from Tenant
all damages related to Tenant's Default, including reasonable
attorneys' fees, and in lieu of the damages that may be recoverable
under subparagraph (i) above, Landlord shall be entitled to liquidated
damages in an amount equal to the Rent reserved hereunder for the
period which otherwise would have constituted the balance of the Term,
discounted at the rate of the weekly average yield of U.S. Treasury
Securities having a maturity date nearest to the expiration of the
Term (including any exercised renewal term) as published in the
Federal Reserve Statistical Release H.15 (519) or its successor, less
the amount of the rental loss for the unexpired period of the Lease
that could have been reasonably avoided by Landlord.
22. Rules and Regulations. Tenant shall comply with the Rules and
---------------------
Regulations attached hereto, and such other rules and regulations as Landlord
may adopt from time to time. Landlord shall not be liable to Tenant for the
breach of any lease by any other tenant in the
20
<PAGE>
Building. Notwithstanding anything contained in this Paragraph 22, in the event
there is a conflict between the provisions of the Lease (and all Riders or
Exhibits thereto) and the Rules and Regulations, the provisions of the Lease
will prevail.
23. Requirements of Law. Tenant shall, at its sole cost and expense,
-------------------
promptly comply with all laws, orders, regulations and requirements of all
public authorities and any fire underwriters insurance rating agency or similar
organization which may impose any violation, order or duty upon Landlord or
Tenant with respect to the Premises, or with respect to the Building if arising
out of Tenant's use of the Premises. Tenant shall pay all costs, expenses,
fines, penalties or damages which may be imposed upon Landlord by reason of
Tenant's failure to comply with the provisions of this paragraph.
Notwithstanding anything contained in this Paragraph 23, Tenant will not be
responsible or liable for violations that are not as a result of Tenant or
Tenant's use. Any expenses incurred by Landlord related to any legal
requirements enacted after the Commencement Date that are capital expenses shall
be amortized as an Operating Expense as provided by Paragraph 1(p)(iv).
24. Surrender of Premises. At the termination of this Lease Tenant shall
---------------------
surrender the Premises (and all keys thereto) to Landlord in good condition,
reasonable wear and tear excepted. Tenant shall remove its trade fixtures,
personal property and signs within ten (10) days after termination, Landlord
shall have the right to remove and store said property, at Tenant's expense,
without further notice to or demand upon Tenant. Tenant shall be responsible for
any and all charges and expenses incurred by Landlord for any damages that
result from the removal of such trade fixtures, personal property and signs.
Tenant hereby indemnifies Landlord against all losses, costs, damages,
liabilities and expenses resulting from Tenant's failure or delay in
surrendering the Premises, including, without limitation, claims made by any
succeeding tenant founded on such delay. Tenant's obligations under this
paragraph shall survive the Term.
25. Quiet Enjoyment. Tenant, upon paying the Rent and performing the other
---------------
conditions, covenants, and agreements of this Lease, shall peaceably and quietly
have, hold and enjoy the Premises during the Term, without any hindrance from
Landlord or any person or persons claiming by, through or under Landlord,
subject to the terms of this Lease, and to any mortgages, ground or underlying
leases, agreements and encumbrances to which this Lease is or may be
subordinated.
26. Landlord's Lien. INTENTIONALLY OMITTED.
---------------
27. Liens. Tenant shall do all things reasonably necessary to prevent the
-----
filing of any lien against the Building or the interest of the Landlord or any
underlying lessor therein or the interest of any mortgagee or holder of any deed
of trust covering the Building by reason of any services claimed to have been
performed or materials claimed to have been supplied to Tenant, or anyone
holding the Premises, or any part thereof, through or under Tenant. Tenant
shall cause such lien to be vacated and canceled of record within thirty (30)
days after the date of the filing thereof. If Tenant shall fail to timely
vacate or release such lien Landlord may do so, and Tenant shall repay to
Landlord all expenses, including reasonable attorneys' fees, incurred in
connection therewith.
21
<PAGE>
28. Insurance.
---------
(a) Liability Insurance Carried by Tenant. Tenant shall obtain and
-------------------------------------
keep in force during the Term Commercial General Liability insurance
protecting Tenant and Landlord (as an additional insured) against claims
for bodily injury, personal injury and property damage based upon,
involving or arising out of the use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than
$1,000,000 per occurrence with an "Additional Insured-Managers or Landlords
of Premises" Endorsement and shall contain an amendment to the Pollution
Exclusion to cover damage caused by heat, smoke or fumes from a hostile
fire. The limits of said insurance shall not serve to limit the liability
of Tenant or relieve Tenant of any obligation hereunder. All insurance to
be carried by Tenant shall be primary and not contributory with any similar
insurance carried by Landlord, whose insurance shall be considered excess
insurance only.
(b) Liability Insurance Carried by Landlord. Landlord shall maintain
---------------------------------------
property insurance covering the Building and Commercial General Liability
Insurance in limits and with coverage generally deemed acceptable within
the real estate industry. Landlord's insurance coverage shall be excess
over Tenant's coverage required hereunder and Tenant shall not be named as
an additional insured therein.
(c) Tenant's Property Insurance. Tenant shall maintain insurance
---------------------------
coverage on all of Tenant's personal property, and Tenant alterations in
the Premises. Such insurance shall be full replacement cost coverage with a
deductible not to exceed $25,000 per occurrence. The proceeds from such
insurance shall be used by Tenant for the replacement of personal property
or the restoration of Tenant alterations. Tenant shall provide Landlord
with written evidence that such insurance is in force.
(d) Insurance Policies. Insurance required hereunder shall be with
------------------
companies licensed to transact business in the state where the Premises are
located, and maintaining during the policy term an "A.M. Best Rating" of at
least A-VII as set forth in the most current issue of "Best's Insurance
Guide." Tenant shall not permit anything which could invalidate the
insurance policies referred to herein. Tenant shall deliver to Landlord
certificates evidencing the existence and amounts of insurance required
hereunder, listing the insureds and loss payable clauses required by this
Lease. Such policy shall be cancelable or subject to modification only
after thirty (30) days written notice to Landlord. At least ten (10) days
prior to the expiration of such policies, Tenant shall furnish Landlord
evidence of renewal thereof. In the event Tenant fails to do so, Landlord
may order such insurance and charge the cost thereof to Tenant as Rent.
29. Waiver of Subrogation. Without affecting any other rights or remedies,
---------------------
Tenant and Landlord each hereby release and relieve each other, and waive their
right to recover damages against the other, for loss of or damage to the other
party's property arising out of or incident to the perils required to be insured
against under Paragraph 28. The effect of such release and waivers of
22
<PAGE>
the right to recover damages shall not be limited by the amount of insurance
carried or required, or by any deductibles applicable thereto.
30. Waiver. No waiver by Landlord of any provision of this Lease or
------
Landlord's consent to any act shall render unnecessary the obtaining of
Landlord's consent to or waiver of any subsequent act of Tenant or provision of
this Lease. No agreement to accept a surrender of the Premises shall be valid
unless in writing and signed by two (2) officers of Landlord.
31. Unavoidable Delays. If Landlord or Tenant (other than as to Tenant's
------------------
obligation to pay Rent) shall fail to timely perform any of its obligations as a
result of any labor disputes, inability to obtain labor or materials, acts of
God, governmental restrictions, regulations or controls, enemy or hostile
government action, civil commotion, fire or other casualty, or any other
condition beyond the reasonable control of the party obligated to perform, then
such failure shall not be deemed a breach of this Lease to the extent of and for
the time occasioned by such event. Lack of funds and inability to procure
financing shall not be deemed to be an event beyond the reasonable control of
Tenant. As a condition precedent to Tenant claiming or relying upon an
unavoidable delay, Tenant shall give ten (10) days written notice to Landlord of
such event.
32. Subordination. This Lease is, unless Landlord shall otherwise elect,
-------------
subject and subordinate to all covenants, restrictions, easements and
encumbrances now affecting the fee title to the Building and to all ground and
underlying leases and mortgages or financings (including leasehold mortgages or
financings) which have been placed against or affect the real property of which
the Premises forms a part, and subject and subordinate all covenants,
restrictions, easements, encumbrances and to all ground and underlying leases
and mortgages and financings (including leasehold mortgages or financings) which
may hereafter affect title to the Building and to the real property of which
the Premises forms a part provided that in the case of any encumbrance placed
against the Building or the real property of which the Premises form a part from
and after the date of this lease, this Lease shall only be subordinate if
Landlord provides Tenant with a signed and acknowledged Landlord's Waiver in the
form of Exhibit "B" hereto and a Subordination, Non-Disturbance and Attornment
Agreement in the form of Exhibit "C" hereto. The term "mortgages" as used
herein shall include trust indentures and deeds of trust. No further instrument
shall be necessary unless required by any such ground or underlying lessor or
mortgagee. Should any ground or underlying lessor or mortgagee lease and/or
mortgage the real property of which the Premises forms a part, or any part
thereof, or should Landlord or any ground or underlying lessor or mortgagee for
any other reason desire confirmation of such subordination, Tenant shall execute
and deliver, without charge, all documents (in form acceptable to such ground or
underlying lessor or mortgagee) subordinating this Lease and Tenant's rights
hereunder within ten (10) days of Landlord's written request therefor.
33. Notice to Mortgagee. Tenant shall not exercise any right to terminate
-------------------
this Lease by reason of constructive or actual eviction, or in the event of any
act or omission by Landlord which would give Tenant the right to terminate this
Lease, until (i) Tenant shall have given written notice of such act or omission
to the holder of any first mortgage to which this Lease is subject and
subordinate (provided the name and address of such holder shall previously have
been furnished to Tenant) and (ii) a reasonable period of time for remedying
such act or omission shall have elapsed
23
<PAGE>
following the giving of such notice, during which Landlord and/or the holder of
such mortgage, or their agents or employees, shall be entitled to enter the
Premises and remedy such act or omission. During the period between the giving
of such notice and the remedying of such act or omission, Rent shall be abated
and apportioned to the extent that any part of the Premises shall be
untenantable.
34. Attornment. In the event of a sale, transfer, or assignment of
----------
Landlord's interest in the Building or any part thereof, or in the event of any
proceedings brought for the foreclosure of, or in the event of the exercise of
any power of sale under any mortgage covering the Building or any part thereof,
or in the event of a cancellation or termination of any ground or underlying
lease covering the Building or any part thereof, Tenant will attorn to and
recognize such transferee, purchaser, ground or underlying lessor or mortgagee
as Landlord, so long as such terminating party recognizes and upholds this
Lease.
35. Estoppel Certificate.
--------------------
(a) Tenant shall, upon not less than ten (10) days' written notice
from Landlord, execute, acknowledge and deliver to Landlord a statement (i)
certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that
this Lease, as so modified, is in full force and effect) and the dates to
which Rent has been paid, and (ii) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
or specifying such defaults, if any.
(b) Tenant's failure to deliver such statement within ten (10) days'
of written notice from Landlord shall be conclusive upon Tenant (i) that
this Lease is in full force and effect, without modification except as may
be represented by Landlord, (ii) that there are no uncured defaults in
Landlord's performance, and (iii) that not more than one month's rental has
been paid in advance.
36. Interest on Past Due Obligations. If Tenant shall fail to pay any
--------------------------------
Rent after the same becomes due and payable, including bank drafts returned
unpaid, such unpaid amounts shall bear interest from the due date thereof to the
date of receipt of payment at the lesser of eighteen percent (18%) per annum, or
such other rate as is the highest legal rate of interest chargeable in the state
where the Building is located.
37. Transfer of Landlord's Interest. In the event of any transfer of
-------------------------------
Landlord's interest in the Premises or in the real property of which the
Premises is a part, 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.
38. Holding Over. If Tenant shall hold over beyond the Termination Date
------------
with the consent of Landlord, such holding over shall be construed to be a
month-to-month tenancy, terminable by either party at the end of the month
following at least thirty (30) days' written notice, and shall be subject to all
the terms and conditions of this Lease (so far as same are applicable to a
24
<PAGE>
month-to-month tenancy) except Paragraph 1(i) of the Lease shall be amended to
redefine Base Rent as the amount, payable monthly, in advance, equal to the
greater of 1)twice the monthly installment of Base Rent or 2)the then prevailing
market rental rate for the Building or 3) the then prevailing market rental rate
for buildings of similar character in the general location of the Building.
39. Relocation. INTENTIONALLY OMITTED.
----------
40. Accord and Satisfaction. Payment by Tenant or receipt by Landlord of a
-----------------------
lesser amount than that stipulated herein for Rent shall, at the option of
Landlord, be deemed to be on account of the earliest stipulated Rent then due.
No endorsement or statement on a check or letter accompanying any check or
payment shall be deemed an accord and satisfaction; Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance of
such Rent or to pursue any other remedy in this Lease or at law.
41. Attorneys' Fees. In the event that Landlord should bring suit for
---------------
possession of the Premises, for recovery of Rent, or because of the breach of
any provision of this Lease, or in the event that Tenant shall bring any action
for or against Landlord arising out of this Lease, then all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party therein
shall be paid by the other party.
42. Fees or Commissions. The parties, warrant and represent that to the
-------------------
best of their knowledge, other than the Broker defined at Paragraph 1(t) hereof,
there are no claims for broker's commissions or finder's fees in connection with
this Lease, and the misrepresenting party agrees to indemnify and hold the other
harmless from any liability which arises from any such claim.
43. Building Name; Relationship. Tenant shall not use the name of the
---------------------------
Building for any purpose other than as the address of the business or profession
to be conducted by Tenant in the Premises. Nothing contained in this Lease
shall be deemed to create any relationship other then that of Landlord and
Tenant. Landlord reserves the right to change the name of the Building without
the consent of Tenant and without incurring any liability to Tenant therefor.
44. Partial Invalidity. If any provision of this Lease shall be held
------------------
void or invalid, the remainder of this Lease shall not be affected thereby, and
each provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.
45. Notices. Every notice to be given under this Lease shall be in writing
-------
and shall be sent by Certified or Registered Mail, postage prepaid, return
receipt requested, or by overnight courier, and shall be addressed: (a) if to
Landlord, to Landlord's Mailing Address, and (b) if to Tenant, to Tenant's
Mailing Address. Notice shall be deemed given when received or refused by the
addressee. Either party may designate, by written notice to the other party,
any other address for notice purposes. Either party hereto may give the other
notice of the need for emergency repairs by telephone or fax, provided such
notice is promptly confirmed in writing, as set forth above.
25
<PAGE>
46. Time of Essence. Time is of the essence with respect to the
---------------
performance of every provision of this Lease.
47. Entire Agreement; Miscellaneous.
-------------------------------
(a) This Lease, the exhibits and addenda, if any, attached hereto,
contain all of the agreements and understandings between the parties.
(b) All prior conversations or writings between the parties hereto or
their representatives are merged herein.
(c) This Lease shall not be modified except in writing signed by both
parties.
(d) The submission of this Lease to Tenant prior to Landlord's
execution shall be deemed solely for Tenant's consideration. Such
submissions shall have no binding force or effect, shall not constitute an
option for the leasing of the Premises by Tenant and shall not confer any
rights or impose any obligations upon either party.
(e) Any exhibit incorporated into this Lease which is inconsistent
with any printed provision of this Lease shall supersede such printed
provision only to the extent of such inconsistency.
(f) The captions appearing herein are not intended to define, limit,
or describe the intent of any paragraph.
(g) Tenant agrees that Landlord may submit a copy of this Lease to
its lender without obtaining the prior consent of Tenant.
48. Corporate Tenant. The persons executing this Lease warrant that, if
----------------
signing on behalf of a corporation, such corporation is duly organized or
qualified (if foreign) under the laws of, and is authorized to do business in,
the state where the Building is located, and that each such person executing
this Lease is authorized to sign and execute this Lease.
49. Successors and Assigns. Except as otherwise provided in this Lease,
----------------------
all of the conditions, covenants, and agreements of this Lease shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns. Each provision of this
Lease to be performed by Tenant shall be construed as both a covenant and a
condition, and if Tenant shall be comprised of more than one individual and/or
entity, they shall all be bound, jointly and severally, by the provisions of
this Lease.
50. Annual Financial Statement. Tenant agrees to submit to Landlord within
--------------------------
fifteen (15) days of Landlord's written request, the most recent public
financial statement of Tenant, and of Tenant's Guarantor, if applicable.
51. UCC Filing. INTENTIONALLY OMITTED.
----------
26
<PAGE>
52. Hazardous Material. Prior to delivery of the Premises to Tenant,
------------------
Landlord shall remove and/or remediate any asbestos or other hazardous materials
situated on the Premises that is mandated to be removed by any governmental
entity or agency at Landlord's sole cost and expense. Thereafter, Tenant shall
not cause or permit any Hazardous Material, as defined below, to be brought
upon, kept, stored, utilized, disposed of or used in the Building by Tenant or
its agents, employees, contractors or invitees. Notwithstanding the foregoing,
Tenant may cause or permit diesel fuel or batteries necessary for Tenant's
Special Improvements to be brought upon, kept, stored, utilized or used in the
Premises by Tenant and its authorized agents, employees, contractors or invitees
provided that Tenant causes such materials to be at all times properly stored
and lawfully used. This restriction shall survive the termination or expiration
of this Lease. If the presence of Hazardous Material on the Premises is caused
or permitted by Tenant or its agents, employees, contractors or invitees and
results in contamination of the Premises or the Building, then Tenant shall
indemnify, defend and hold Landlord and any owner of the property wherein the
Premises are located harmless from all claims, judgments, damages, penalties,
fines, costs, liabilities or losses (including, without limitation, diminution
in value of the Building, damages for the loss or restriction on use of rentable
or usable space or of any amenity of the Building, damages arising from any
adverse impact on marketing of space in the Building, and sums paid in
settlement of claims, attorneys' fees, consultant fees and expert fees) which
arise during or after the Term as a result of such contamination. This
indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions, and clean-up,
remedial, removal or restoration work required by any federal, state or local
governmental agency or political subdivision. If the Hazardous Material results
in contamination of any part of the Building, Tenant shall promptly take all
actions at its own expense as are necessary to remediate, provided that
Landlord's approval of such remedial action shall first be obtained.
The term "Hazardous Material" shall include hazardous or toxic materials,
wastes and substances which are defined, determined or identified as such
pursuant to present and future federal, state or local laws, rules or
regulations and judicial or administrative interpretation thereof. Standard
cleaning and materials and office equipment supplies for use in the normal
course of business shall not be deemed Hazardous Materials hereunder. Upon
reasonable notice, Landlord and its agents shall have the right to inspect the
Premises to determine whether Tenant is in compliance with this paragraph 52.
53. Consent. In each instance where consent or approval is required, such
-------
consent or approval shall not be unreasonably withheld or delayed.
54. Construction Allowance for Tenant's Work. Landlord shall reimburse
----------------------------------------
Tenant for the cost of Tenant's construction delineated in Tenant's working
plans (hereafter "Tenant's Work") in the amount and manner hereinafter provided
in this Paragraph, the amount of such reimbursement hereinafter referred to as
"Tenant's Construction Allowance". It is understood and agreed that Tenant's
Construction Allowance shall cover only the cost of Tenant's Work. Tenant's
Construction Allowance shall not exceed $25.00 per rentable square foot or the
actual cost of Tenant's work as evidenced by paid receipts therefor, whichever
is the lesser amount. Tenant's Work shall include, but not be limited to, the
following at Tenant's sole cost and expense:
27
<PAGE>
. Flooring, bathrooms, kitchen, raised floor, lighting and electrical
and other physical improvements;
. Installation of a gas FM 200 and a preaction fire suppression system
independent of the Building's fire suppression system, as approved by
municipal fire codes, for the switch area.
. Relocation of any wet pipes, including water, waste water, storm
drainage sanitary sewer, within the Premises or adjacent walls or
ceiling to protect its equipment as reasonably approved by Landlord.
. The installation (instruct compliance with Landlord's roof warranty)
of approximately 220 tons of HVAC using a chilled water system with
four fan package units, in a location to be determined by Tenant and
Landlord, subject to Landlord's review and approval.
. Installation of up to 1250 KW generator with an approximately 3000
gallon fuel tank (with suitable walls and baffles) in an area to be
determined by Tenant and Landlord, subject to reasonable approval of
Landlord, at no charge to Tenant for the space occupied by the
generator.
Landlord shall pay Tenant's Construction Allowance to Tenant as follows:
(a) Fifty Percent (50%) upon Tenant's submission to Landlord of:
(1) Copies of invoices from contractors evidencing amounts paid for
Tenant's Work (Landlord shall keep such invoices confidential);
(2) Waiver of Lien with respect to the Premises executed by every
contractor, subcontractor, including sole proprietorships, and material
suppliers engaged in or supplying labor or materials for Tenant's Work
valued in excess of $5,000.00. The waivers of lien shall not be required
if Tenant obtains a lien bond in the amount required by statute to protest
Landlord from mechanic's liens arising from Tenant's work.
(b) Fifty Percent (50%) upon Tenant's notice to Landlord that Tenant's
Work has been completed as certified by Tenant's architect, and Tenant's
affidavit that Tenant's Work has been completed to its satisfaction and in
substantial compliance with the working plans and Tenant's construction
requirement
(1) Copies of invoices from contractors evidencing amounts paid for
Tenant's Work (Landlord shall keep such invoices confidential);
(2) A Waiver of Lien and an affidavit of the general contractor
performing Tenant's Work stating that Tenant's Work has been fully
completed in accordance with
28
<PAGE>
the working plans and that all contractors, subcontractors, laborers and
material suppliers have been paid in full; and
(3) A Waiver of Lien with respect to the Premises executed by every
contractor, subcontractor, including sole proprietorships, and material
suppliers engaged in or supplying labor or materials for Tenant's Work
valued in excess of $5,000.00. The waivers of lien shall not be required
if Tenant obtains a lien bond in the amount required by statute to protect
Landlord from mechanic's liens arising from Tenant's work.
(subject, however, to Landlord's verification that Tenant is not in default of
the Lease beyond any applicable cure periods, and that Tenant's Work has been
completed).
If this Lease is terminated prior to the expiration of the original Term
hereof due to Tenant's Default, Tenant shall repay to Landlord the unamortized
portion of Tenant's Construction Allowance upon demand.
55. Antennas and Telecommunications Equipment. Subject to approval by
-----------------------------------------
Landlord of plans by Tenant, which approval shall not be unreasonably withheld,
Tenant may install one (1) microwave dish up to six (6) feet in diameter and a
mast containing an antenna area mast of up to 25 feet in height from the roof
surface of the Building, configured for two-way radio and GPS antenna to be
connected to the Premises with a two inch conduit and a monopole antenna
structure up to 25 feet in height from the roof surface, with related base site
cabinets requiring up to 200 square feet of roof area, inclusive of four
conduits of approximately 2" diameter each, at a location acceptable to
Landlord. Said construction and subsequent maintenance of the antenna shall be
at Tenant's sole risk and cost and in compliance with all applicable laws and
ordinances. Tenant agrees to indemnify and hold harmless Landlord from any
injury or damage to person or property which may result from the erection or
presence of such equipment on the roof of the Building. Tenant agrees to
coordinate its work with Landlord's roofing contractor prior to the commencement
of any such work in order to not void Landlord's roofing warranty. Subject to
Landlord's approval, which approval shall not be unreasonably denied, Tenant
shall have reasonable access to relevant portions of the roof for the purpose of
maintaining said equipment 24-hours per day, seven days per week.
In the event other tenants of the Building request Tenant's
telecommunications services, Tenant shall have the right to install one 2-inch
conduit from the Premises to such tenants within the Building at Tenant's sole
cost and expense and in location(s) approved by Landlord in Landlord's sole
discretion. Additionally, Tenant will be permitted to have reasonable access to
any "meet me" room or common communications closets or to otherwise provide
communication service to other occupants of the building. Tenant will be
permitted to allow its customers to place telecommunications equipment in the
Premises, and this will not be deemed an assignment or subletting of the Lease.
56. Signs. In accordance with and subject to plans approved by Landlord,
-----
Tenant shall, at its own cost and expense, provide suitable identification
signs displaying Tenant's Trade Name, which have been approved by Landlord (such
approval shall not be unreasonable withheld, delayed
29
<PAGE>
or conditioned), and which Tenant warrants it is authorized to use, of such
size, design and character as Landlord shall first approve in writing, and shall
install the same on the Building and monument sign as designated by Landlord. If
Landlord's multi-tenant pole sign located near Interstate 25 is designed to
accommodate tenant identification, Tenant will be given the opportunity to lease
a panel on the sign on the same economic terms as such panels are offered to
other tenants. Tenant will be responsible for any costs in connection therewith.
Tenant shall maintain such signs in good condition and repair. Other than such
permitted signs (subject to Landlord's reasonable approval), Tenant shall not
place or install or suffer to be placed or installed or maintain any sign upon
or outside the Premises or the Building. In the event Landlord determines that
any signs installed by Tenant in violation of this paragraph, Landlord will give
Tenant written notice of the nature of such violation, and Tenant will have
thirty (30) days to correct such violation at its own expense. In the event
Tenant has not corrected or is not diligently pursuing a correction to the
violation. Landlord shall have the right to remove any signs installed by Tenant
in violation of this paragraph and to charge Tenant for the cost of such removal
and/or any repairs necessitated thereby without liability to Tenant for such
removal.
57. Parking. Landlord shall provide for Tenant's use parking spaces at a
-------
ratio of three spaces per 1,000 rentable square feet of the Premises. The
parties acknowledge that throughout the Term and any extensions thereto, there
shall be no charge for these parking spaces.
58. Expansion Option/Right of First Refusal. Provided Tenant is not in
---------------------------------------
default beyond any applicable cure period, then subject to all prior existing
rights (including, but not limited to, those granted to Qwest currently
occupying the south half of the first floor of the East Anchor Building) and the
following terms, Tenant shall have the option to lease any unoccupied expansion
space on the first floor of the East Anchor Building (the "Option Space") during
the first three (3) years of the Term only as follows:
(a) Expansion Option. Provided Landlord does not have a bona fide
----------------
offer from a third party to lease Building space containing all or a
portion of the East Anchor Building Option Space, Tenant shall have the
option to lease all or a portion of the Option Space upon not less than
sixty (60) days' notice upon the same terms and conditions contained
herein, including parking ratio. All non-conflicting terms and conditions
of the Lease, as amended, shall apply to said Option Space, and the Base
Rent for said Option Space shall be the rate per rentable square foot set
forth in Section 1(i), payable in monthly installments, in advance. For
purposes of calculating Adjusted Base Rent for the Option Space, the Base
Year shall be as set forth in Section 1(n). Tenant shall receive a
construction allowance at a rate per square foot equal to the original
allowance prorated over the remaining Term of this Lease. The Option Space
shall be accepted by Tenant in an "as-is" condition, after Landlord
performs Items 1, 2, 6 and 8 under Construction/Demolition as shown on
Exhibit "E" on the Option Space, and Tenant shall perform the remainder of
the renovation of said Option Space to meet its requirements. Tenant's
allowance shall be administered and distributed consistent with the terms
and requirements of this Lease.
30
<PAGE>
Tenant agrees to execute an Amendment and Supplement of Lease in form and
substance reasonably acceptable to Landlord confirming the exercise of the
within option to expand, redefining the newly defined Premises, the
redefining the newly defined Premises, the Base Rent and construction
allowance. Tenant may, subject to the terms and conditions of this Lease
and Landlord's prior approval, (a) install an additional generator or
increase the size and wattage of the original generator at Tenant's sole
cost and expense, (b) increase the HVAC capacity for the Premises at
Tenant's sole cost and expense, (c) install additional antennas at Tenant's
sole cost and expense, and (d) upgrade the Building electrical system
installed by Landlord to accommodate Tenant's electrical usage in the
Option Space at Tenant's sole cost and expense. Landlord shall provide the
space for an additional transformer outside the Building to be installed by
Tenant as a part of the Option Space's Base Rent. The location(s) of all
such improvements shall be approved by Landlord in Landlord's sole
discretion.
(b) One Time Right of First Refusal. If at any time during the Term
-------------------------------
(including the period covered by the Option set forth in the preceding
paragraph) Landlord receives a bona fide offer from a third party to lease
Building space containing all or a part of the Option Space, which Landlord
intends to accept, Tenant shall have a right of first refusal to lease the
same space as that covered in the third party's offer, upon terms which are
equal to those offered by the third party for its entire space. Tenant
shall exercise said right of first refusal by giving Landlord written
notice thereof within three (3) days from the date that Tenant receives
written notice from Landlord stating the terms of such offer. In the event
Tenant elects to lease such space pursuant to its right of first refusal,
Tenant shall execute an Amendment and Supplement modifying this Lease in
form and substance satisfactory to Landlord, setting forth the Base Rent
payable for said space along with such other terms and conditions as the
parties may reasonably negotiate. If Tenant does not choose to match a
third party's offer and that third party takes occupancy of all or any part
of the Option Space, Tenant's right of first refusal shall be deemed
extinguished as to all of the Option Space. Landlord shall not improve the
economic terms under which such third party agrees to lease all or any part
of the Option Space by more than 5% without first resubmitting such offer
to Tenant as provided in this Paragraph 58(b). Nothing herein shall
preclude Landlord from renewing or extending the tenancy of said third
party.
59. Right of First Refusal. INTENTIONALLY OMITTED.
----------------------
31
<PAGE>
60. Extension Option.
----------------
(a) Tenant shall have the option, exercisable by giving written
notice (each, a "Renewal Notice") to Landlord not less than nine (9) months
nor more than fifteen (15) months prior to the expiration of the original
Term of this Lease or the renewal term, to renew and extend this Lease for
two (2) consecutive five-year renewal terms, on the same terms as this
Lease except that the Base Rent shall be equal to the prevailing Market
Rate (as defined below). Tenant's exercise of any renewal option shall
become irrevocable, subject to the parties' agreement on the Market Rate
for such renewal term, upon Landlord's receipt of the Renewal Notice.
(b) Within ten (10) business days of Landlord's receipt of the
Renewal Notice, Landlord shall deliver to Tenant its determination of the
Market Rate; and if Tenant agrees with Landlord's determination, Tenant
shall execute an Amendment and Supplement to Lease in form and substance
satisfactory to Landlord and Tenant, confirming the extension of this Lease
and setting forth the Base Rent payable during such Renewal Period along
with such other terms and conditions as Landlord may reasonably require. If
Tenant disagrees, Landlord and Tenant shall meet and confer at a mutually
agreeable time and place within thirty (30) days after Landlord's receipt
of Tenant's disagreement in order to reach an agreement concerning the
Market Rate for the Premises for the applicable renewal term. If within
sixty (60) days after receipt of the Renewal Notice, Landlord and Tenant
are unable to agree on what Market Rate should be for the renewal term, the
Market Rate for such renewal term shall be determined by the appraisal
procedure described in subparagraph (c) below.
(c) In the absence of an agreement between Landlord and Tenant on the
Market Rate for any renewal term during the time period specified in
subparagraph (b) above, within ninety (90) days after Landlord's receipt of
the Renewal Notice, Landlord and Tenant shall have each appointed an
appraiser to determine the Market Rate for such renewal term by giving
written notice to the other party of the name, address and telephone number
of their respective appraisers. Each appraiser must (i) be a commercial
leasing broker for Class "B" office buildings in the Denver area business
district, (ii) have at least ten years experience in commercial leasing
brokerage in the Denver area, and (iii) not be affiliated with Landlord or
Tenant. The appraisers shall make their determination as to the Market Rate
for the renewal term within thirty (30) days after their appointment. If
the Market Rate determinations of the two appraisers vary from each other
by no more than 5%, the Market Rate for the renewal term shall be the
average of the two determinations. If the Market Rate determinations of the
two appraisers vary by more than 5%, the appraisers shall promptly select a
third appraiser who meets the qualifications set forth above. Such third
appraiser shall make its determination as to the Market Rate, and the
Market Rate for the renewal term shall be the average of the two appraisals
which are closest to each other. Landlord and Tenant shall share the cost
of the third appraiser, but shall each bear their own costs in connection
with the two appraisers they select. Landlord and Tenant agree to be bound
by the Market Rate as determined in accordance with the appraisal procedure
set forth herein.
32
<PAGE>
(d) The Market Rate for any renewal term determined by Landlord and
Tenant pursuant to subparagraph (b) above or by the appraisers selected
pursuant to subparagraph (c) above shall be based upon the following
criteria:
(i) There shall be taken into consideration the comparative rents of
known lease agreements consummated within twelve (12) months
prior to the applicable Renewal Notice for similar space in Class
"B" office buildings in the northern metropolitan Denver,
Colorado area along the Interstate 25 and Interstate 36
corridors; and
(ii) In determining the Market Rate for the Premises for the
applicable renewal term, there shall be taken into account the
comparative rents described in subparagraph (i) above, provided
that appropriate adjustments shall be made by taking into account
(1) differences in length of lease terms, (2) the location of the
Building, (3) the floor level at which the Premises is located,
(4) the age, quality and amenities of the Building, (5) tenant
improvement allowances and free rent concessions given, and (6)
current operating expenses and impositions for the Building.
The option provided for herein shall be exercisable by Tenant and Tenant's
permitted assignee only and may not be assigned or transferred by operation of
law or otherwise except to a permitted assignee as part of the assignment of
this Lease. Tenant may exercise said option on the condition that it is not in
default under the Lease beyond any applicable cure periods, and that Tenant has
not subleased or assigned all or part of the Premises.
61. Annex Building. INTENTIONALLY OMITTED.
--------------
62. Field Measurement upon Completion of Construction; Rental Adjustments.
---------------------------------------------------------------------
Upon completion of construction, Landlord shall measure the Premises hereby to
determine the number of square feet contained in the Premises, and upon the
determination of such actual square footage, the following items shall be
adjusted in the manner set forth below:
(a) Premises [paragraph 1(e)]: The actual number of square feet shall
be adjusted to conform to the actual measurements of the Premises;
(b) Base Rent [paragraph 1(i)]: The figures set forth thereat shall
be adjusted substituting therefor the number obtained by multiplying the
number of rentable square feet actually contained in the Premises as
determined aforesaid by the applicable Rental Rate set forth at Paragraph
1(i) of the Lease:
(c) Tenant's Share [paragraph 1(1)]: The percentage of Tenant's Share
shall be amended to reflect the actual percentage of Tenant's Share of the
Building.
All such adjustments enumerated in this paragraph 62 shall be confirmed by
an amendment and supplement to the Lease in form and substance satisfactory to
Landlord.
33
<PAGE>
The determination of the number of square feet in the Premises by Landlord
shall be final, conclusive and binding on the parties hereto for the purposes of
the Lease.
63. Special Tenant Improvements. In connection with Tenant's build-out of
---------------------------
its Premises as set forth in Tenant's plans and specifications and Tenant's
intended use of its Premises, Landlord hereby grants Tenant the following rights
with respect to the following technical requirements (collectively with all
other improvements Tenant is entitled to make in, to and related to the Premises
the "Special Tenant Improvements"); provided, however, that in each case (i)
Tenant shall be responsible for installing, maintaining and repairing the
Special Tenant Improvements at its sole cost and expense; (ii) the Special
Tenant Improvements shall be located in the designated areas described herein;
(iii) the Special Tenant Improvements shall be installed, maintained and
repaired by qualified engineers, contractors and technicians and shall at all
times comply with all applicable laws; (iv) except as provided herein, there
shall be no additional rent and charge imposed on Tenant as a result of any
Special Tenant Improvements; and (v) the Special Tenant Improvements shall at
all times be subject to Tenant's insurance and indemnity obligations hereunder,
as well as the other terms and conditions hereof. All of the Special Tenant
Improvements shall be and remain the property of Tenant and shall be for
Tenant's exclusive use.
(a) HVAC/Mechanical. Landlord hereby grants to Tenant the right to
install, operate, maintain, repair and replace Tenant's HVAC system,
including a chilled water system with four fan package units with related
mechanical equipment together with related wiring, piping, conduits, vents
and equipment, including pipes, power conduits and control line conduits to
and from the Premises (collectively the "Cooling Equipment") in an area not
to exceed 2,000 square feet on the roof above the Premises as shown in
Exhibit "F." Such equipment will be located on a suitable structural curb
or other roof supports (such roof supports to be provided by Landlord)
placed directly over the vertical structural column supports in the main
building structure. The type of cooling equipment will be determined by
Tenant and approved by Landlord in Landlord's sole discretion. Tenant will
be permitted to install (i) chilling towers along with the required supply
and return piping for the glycol coolant loop(s) and related conduits from
the chilling towers to and from the Premises through the permitted chases
and risers and (ii) "package" type units, the size and number of which will
be determined by Tenant.
(b) Generator. Tenant shall be permitted at its cost to install,
operate, maintain, repair and replace up to one 1,250 kw/480 volt diesel
generator to be located at Tenant's option, either in the alcove directly
north of the Public Service Transformer room or directly south of the first
west bay of the Annex Building, provided that in the case of the first west
bay, Tenant has constructed an enclosure around the generator area and
installs landscaping from materials and to a design approved by Landlord.
Such generator will have the related wiring, piping, conduits, vents and
equipment, including up to six (6) four-inch and up to two (2) one-inch
conduits all provided by Tenant. In connection with such generator, Tenant
shall also have the right to place one up to 3,000 gallon fuel tank or two
up to 1,500 gallon fuel storage tanks in the alcove area ("Equipment Area")
reasonably adjacent to the generator location or other mutually
34
<PAGE>
agreed upon area. This area is shown in Exhibit "H." The fuel tanks will
comply with all laws, rules and regulations. Alternatively, the fuel tanks
will be placed in another location as determined by Landlord. Tenant will
have the exclusive right to use this area. Tenant may, at its option,
demolish and remove the existing concrete floor slab in this area and
replace it with an approximately eight-inch reinforced concrete slab.
Tenant shall have the right to install a fuel piping system, which includes
two 4-inch double-walled supply and return pipes from the generator to the
fuel tanks. Tenant shall have the right to install required fuel fill lines
and ventilation lines in locations as reasonably determined by Tenant and
approved by Landlord which approval shall not be unreasonably withheld,
delayed or conditioned. Tenant shall enclose the fuel tanks by constructing
a concrete masonry unit enclosure. Tenant shall have the right to test the
generator no less than once per week at a time mutually agreed upon between
Landlord and Tenant and in compliance with all laws. Tenant hereby agrees
to protect, defend, indemnify and hold harmless Landlord for the use of the
generator and fuel storage tank and any environmental liability resulting
therefrom and Tenant shall remove same upon the expiration of the Lease
Term. This indemnity shall survive the expiration of the Lease Term.
Tenant may, at its option, place the transfer switch and disconnect switch
in the Equipment Area along with related piping, conduits and equipment.
Tenant specifically will have the option to place a portion of its
equipment, including the transfer switch, in the approximately 30 foot by
30 foot room in the Southwest corner of the Annex Building, currently
identified as the "Wards Battery Room." The square footage of said space
is 981 rental square feet and the rental rate for such space shall be as
set forth in Section 1(i) and shall be an addition to Base Rent.
(c) Temporary Generator. Until a permanent generator is installed,
Tenant shall have the right to install and operate a temporary generator in
an area adjacent to the Premises to protect Tenant's business from risks
attendant to power failure to the Building.
(d) Telecommunications Connectivity. Tenant will have the right to,
at its sole cost and expense, install two service vaults (may be installed
underground in the parking lots), on the north and south sides of the
Building, in location(s) approved by Landlord in Landlord's sole
discretion, by trenching in areas as required, including the parking lots,
sidewalks, landscaping, curbing and other common areas so long as Tenant
replaces and repairs the same after completing the installation. Tenant
will have the right to connect its required conduit into the building and
the Premises through penetrations in the exterior of the Building at
locations to be determined by Landlord and Tenant. Landlord agrees to
allow Tenant to have underground access in, to and about the Building to
the public rights-of-way for installation of Tenant's telecommunication
conduits to the Premises in a location determined by Landlord, in
Landlord's sole discretion and at Tenant's sole expense. Tenant may
construct at Tenant's sole cost and expense and for Tenant's exclusive use,
two communications closets, each approximately 4 feet by 5 feet, in the
areas designated by Landlord in Landlord's sole discretion which shall be
near the
35
<PAGE>
fiber optics currently in the Building. Tenant shall pay Landlord $450 per
month for such closets, whether one or both are constructed. Such rooms
will be located in the northwest area of the Building adjacent to other
existing telecommunication equipment closets and one in the southwest area
adjacent to other existing telecommunication equipment closets, as
determined by Landlord in Landlord's sole discretion. Tenant will finish
such communications closets to include one overhead light (with switch) and
one entry door. Tenant shall install two (2) four-inch conduits to contain
electrical and communications lines from the communications closets to the
Premises in location(s) mutually agreed upon by Landlord and Tenant.
Tenant shall have the right to install conduits to construct its fiber
optic system in location(s) determined by Landlord in Landlord's sole
discretion. Tenant may install two diverse paths for up to two (2) 4-inch
conduits from the Premises to two separate penetrations in the foundation
of the building to the property line in location(s) mutually agreed upon by
Landlord and Tenant.
(e) Building Electrical System. Landlord shall provide 277/480 volt,
three-phase power for a maximum of 2000 amps of power to the Premises.
Landlord shall upgrade the Buildings' power systems to accommodate such
power needs by installing two additional 1500-amp transformers on or before
February 20, 2000, subject, however, to delays caused by Public Service
Company, the electric utility provider for the Building. Landlord shall
provide 400 amp service to the Premises from the date Tenant is permitted
to enter the Premises until the date Public Service Company completes
installation of such transformers. Tenant will be permitted to run its
electrical lines from the south end of the Building to Tenant's power room
in conduit in a location mutually agreed upon by Landlord and Tenant.
(f) Conduit/Access/Riser Space.
(i) Tenant is permitted to install up to four chases which are
to be constructed by Tenant at Tenant's expense and which are not to
exceed 12 inches by 18 inches, location to be mutually agreed upon
between Landlord and Tenant. Up to and until such time that the second
floor is leased to a third party, Tenant will have the ability to
install two additional exclusive 24" x 24" chases at locations
mutually agreed upon between Landlord and Tenant.
(ii) Subject to approval by Landlord of plans by Tenant, which
approval shall not be unreasonably withheld, Tenant may install one 4-
inch conduit to each of the telecommunications companies in the
Building for Tenant's exclusive use at Tenant's sole cost and expense
and in location(s) approved by Landlord in Landlord's sole discretion.
Any conduit installed by Tenant shall become the property of Landlord
and shall be surrendered with the Premises upon the expiration of the
Lease and any extensions thereto.
36
<PAGE>
(iii) Tenant will have the non-exclusive right to provide
telecommunication services to other tenants in the building. In the
event other tenants of the Building request Tenant's
telecommunications services, Tenant shall have the right to install
one 2-inch conduit from the Premises to such tenants within the
Building at Tenant's sole cost in a location determined by Landlord in
Landlord's sole discretion.
(g) Life Safety. Tenant shall have the right to install a fire
suppression system (or similar system that may be appropriate) independent
of the Building's systems subject to all laws, rules and regulations.
Tenant shall also have the right to modify any sprinkler systems within the
Premises to a dry pipe pre-action system, provided that such modification
complies with all laws and does not reduce the functionality of said
sprinkler system within the Premises or anywhere in the Building. Landlord
shall cooperate with such reasonable modification and the cost of any such
modification shall be paid for by Tenant. Tenant shall have the right to
relocate any wetlines in or about the Premises with Landlord's approval as
to location, which approval shall not be unreasonably withheld or delayed,
at Tenant's sole cost.
(h) Access to Loading Dock. Subject to the rights of other tenants
and availability, Tenant shall have the right to have access to and utilize
at all reasonable times the loading areas at no additional cost to Tenant
and to have reasonable access to the Premises from such loading areas.
(i) Staging Area during Construction. Tenant shall have the right to
have access to and utilize at all reasonable times an area adjacent to the
Premises at no additional cost to Tenant for the purpose of temporarily
storing its equipment during Tenant' s construction. This right shall
cease upon completion of Tenant's initial construction in the Premises.
(j) Option to use hot water loop. Tenant will have the option to
utilize the landlord's hot water boiler system during the lease term and
any options thereto to provide heating to a portion of the Premises with
all required system upgrades or modifications resulting therefrom being at
Tenant's sole cost and expense. Tenant agrees to pay monthly to Landlord
during the term of this Lease, as Rent, an amount equal to Tenant's
proportionate share of the gas bill for the East Anchor Building. Tenant's
proportionate share of such gas bill shall be computed by multiplying the
monthly gas bill for the East Anchor Building by a fraction, the numerator
of which is the square footage of the Premises excluding the switch area
and the denominator of which shall be 131,707 (the total rentable square
footage of the East Anchor Building).
(k) Security System. Tenant will have the option to install a
security system for the Premises along with card reader entry devices and
other cypher-type locking entry devices, as determined by Tenant.
37
<PAGE>
64. Colocation. Tenant shall have the right to place the
----------
telecommunications equipment of its co-locator customers on the Premises and
such co-location shall not be deemed an assignment or sublease requiring the
consent of Landlord whether or not a written agreement exists between the
parties. For purposes of this Paragraph and Paragraph 18, "co-locator" shall
mean a customer of Tenant or a customer of an Affiliate (as defined in Paragraph
18) of Tenant that places telecommunications or internet related equipment
belonging to the customer on the Premises which is connected to Tenant's
telecommunications switch equipment.
65. Landlord Waiver. Landlord agrees that it shall execute and
---------------
acknowledge a Landlord's Waiver in the form attached to this Lease as Exhibit
"B" and a Subordination, Non-Disturbance and Attornment Agreement in the form
attached to this Lease as Exhibit "C" at the time of the execution of this Lease
and shall obtain the execution and acknowledgment of each person holding a
recorded security interest in Landlord's leasehold interest in the Premises
within twenty (20) days after the execution of this lease and shall promptly
deliver such fully executed Landlord's Waiver and joinders and Subordination,
Non-Disturbance and Attornment Agreement to Tenant.
66. Estoppel Certificate. Within ten (10) days after any request by
--------------------
Landlord, Tenant shall execute an Estoppel Certificate to evidence (a) the
existence or nonexistence of any default under this Lease by Landlord or by
Tenant, any amendments to this Lease or prepayments of rentals and (b) such
other facts with respect to this Lease as Landlord or any mortgagee may
reasonably require.
67. Memorandum of Lease. A Memorandum of the Lease for recording in the
-------------------
form attached to this Lease as Exhibit "D" shall be executed and acknowledged by
Landlord and Tenant at the same time as the execution of this Lease and promptly
recorded in the official records of Adams County, Colorado.
38
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have executed the Lease, in
triplicate, as of the Date(s) set forth below their respective signatures
hereto.
Signed and acknowledged in the NORTH VALLEY TECH LLC,
presence of: a Delaware limited liability company
By: NVT Corp., a Delaware corporation,
its managing member
________________________________ By:_____________________________________
First Witness as to Landlord Name:___________________________________
Title:__________________________________
________________________________
Second Witness as to Landlord
LANDLORD
Date:___________________________________
Signed and acknowledged in the PAC-WEST TELECOMM, INC.,
presence of: a California corporation
________________________________ By:_____________________________________
First Witness as to Tenant
And:____________________________________
________________________________
Second Witness as to Tenant
TENANT
Date:___________________________________
39
<PAGE>
This Lease must be both Witnessed and Acknowledged
This Lease is being forwarded for your approval and execution on the
understanding that it shall not become effective until it is accepted by
Landlord and its counsel and executed and delivered by Landlord.
STATE OF _______________ )
) SS:
COUNTY OF _____________ )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above-named NORTH VALLEY TECH LLC, a Delaware limited liability
company, by NVT Corp., a Delaware corporation, its managing member, by ________,
the ________________________ of NVT Corp., who acknowledged that s/he did sign
the foregoing instrument and that the same is the free act and deed of said
corporation, and his/her free act and deed personally and as such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_______________, __________, this _________ day of ___________________________,
2000.
______________________________
NOTARY PUBLIC
<PAGE>
STATE OF _________________ )
COUNTY OF ________________ )
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:____________________ (Seal)
Exhibit "A" - Floor Plan
Exhibit "B" - Landlord Waiver
Exhibit "C" - Subordination, Non-Disturbance and Attornment Agreement
Exhibit "D" - Memorandum of Lease
Exhibit "E" - Work Letter
Exhibit "F" - Location of Tenant HVAC
Exhibit "G" - Rules and Regulations
41
<PAGE>
EXHIBIT "C"
Loan No.
- --------------------------------------------------------------------------------
RETURN TO:
- ---------
__________________
__________________
__________________
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
-------------------------------------------------------
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (hereinafter
referred to as "Agreement") made this ___ day of _______________, _______, among
---------
______________________________, a ____________________ (hereinafter referred to
as "Lender"), ______________________________ (hereinafter referred to as
------
"Tenant"), and ___________________________, a _______________ (hereinafter
------
referred to as "Landlord").
-----------
R E C I T A L S:
----------------
A. Landlord and Tenant have entered into a certain lease dated
-----------------------------------------------------------
__________________, amended ________________________________, assigned
----------------------------------------------------------------------
_______________________, (as amended and/or assigned, the "Lease")
------------------------------------------------------------------
relating to the premises described in Exhibit A attached hereto and by
-----------------------------------------------
this reference made a part hereof (hereinafter referred to as the
"Premises"); and
--------
B. Lender has made or has committed to make a loan to Landlord in the
approximate principal amount of $_________________ (hereinafter
referred to as the "Loan") secured by a mortgage or deed of trust (as
----
the same may be amended, restated, extended, or otherwise modified
from time to time, the "Mortgage") and an assignment of leases and
--------
rents (as the same may be amended, restated, extended, or otherwise
modified from time to time, the "Assignment of Leases") from Landlord
--------------------
to Lender covering certain property described therein (the "Property")
--------
including the Premises; and
C. Tenant has agreed that the Lease shall be subject and subordinate
to the Mortgage held by Lender, provided Tenant is assured of
continued occupancy of the Premises under the terms of the Lease;
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the sum of Ten Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
and notwithstanding anything in the Lease to the contrary, it is hereby agreed
as follows:
<PAGE>
1. Subordination and Consent. Lender, Tenant and Landlord do
-------------------------
hereby covenant and agree that the Lease with all rights,
options, liens and charges created thereby (including, without
limitation, any option or rights contained in the Lease, or
otherwise existing, to acquire any or all of the Premises, or any
superior leasehold interest therein), is and shall continue to be
subject and subordinate in all respects to the Mortgage and to
any renewals, modifications, consolidations, replacements and
extensions thereof and to all advancements made thereunder.
Tenant acknowledges that Landlord will execute and deliver to
Lender an assignment of the Lease as security for said loan, and
Tenant hereby expressly consents to such assignment. Tenant
agrees that if there is a default by Landlord in the performance
and observance of any of the terms of such Loan, Lender may, at
its option, demand all rents due under the Lease be paid by
Tenant directly to Lender at the address specified below, or as
otherwise specified by Lender. Tenant agrees that upon Lender's
written request for payment of rent directly to Lender, Tenant
will timely remit any and all payments due under the Lease
directly to, and payable to the order of, Lender. Such payments
to Lender will constitute performance of Tenant's payment
obligations under the Lease.
2. Nondisturbance. Lender does hereby agree with Tenant that,
--------------
in the event Lender becomes the fee simple owner of the Property
by foreclosure, conveyance in lieu of foreclosure or otherwise,
so long as Tenant complies with and performs its obligations
under the Lease, (a) the Lease shall continue in full force and
effect as a direct Lease between the succeeding owner of the
Property and Tenant, upon and subject to all of the terms,
covenants and conditions of the Lease, for the balance of the
term of the Lease, and Lender will not disturb the possession of
Tenant, and (b) the Premises shall be subject to the Lease and
Lender shall recognize Tenant as the tenant of the Premises for
the remainder of the term of the Lease in accordance with the
provisions thereof; provided, however, that Lender shall not be:
a. subject to any claims, offsets or defenses which Tenant
might have against any prior landlord (including Landlord);
or
b. liable for any act or omission of any prior landlord
(including Landlord); or
c. bound by any rent or additional rent which Tenant might have
paid for more than the current month or any security deposit
or other prepaid charge paid to any prior landlord
(including Landlord); or
d. bound by any amendment or modification of the Lease made
without its written consent.
<PAGE>
Nothing contained herein shall prevent Lender from naming Tenant
in any foreclosure or other action or proceeding initiated by
Lender pursuant to the Mortgage to the extent necessary under
applicable Law in order for Lender to avail itself of and
complete the foreclosure or other remedy.
3. Attornment. Tenant does hereby agree with Lender that, in
----------
the event Lender becomes the owner of the Property by
foreclosure, conveyance in lieu of foreclosure or otherwise, then
Tenant shall attorn to and recognize Lender as the landlord under
the Lease for the remainder of the term thereof, and Tenant shall
perform and observe its obligations thereunder, subject only to
the terms and conditions of the Lease. Tenant further covenants
and agrees to execute and deliver upon request of Lender an
appropriate agreement of attornment to Lender and any subsequent
titleholder of the Premises.
4. Lease Defaults. In the event Landlord shall fail to perform
--------------
or observe any of the terms, conditions or agreements in the
Lease, Tenant shall give written notice thereof to Lender and
Lender shall have the right (but not the obligation) to cure such
default. Tenant shall not take any action with respect to such
default under the Lease, including without limitation any action
in order to terminate, rescind or avoid the Lease or to withhold
any rent or other monetary obligations thereunder, for a period
of thirty (30) days following receipt of such written notice by
Lender; provided, however, that in the case of any default which
cannot with diligence be cured within said thirty (30) day
period, if Lender shall proceed promptly to cure such default and
thereafter prosecute the curing of such default with diligence
and continuity, the time within which such default may be cured
shall be extended for such period as may be necessary to complete
the curing of such default with diligence and continuity.
5. Obligations and Liability of Lender. Lender shall have no
-----------------------------------
obligations nor incur any liability with respect to any
warranties of any nature whatsoever, whether pursuant to the
Lease or otherwise, including, without limitation, any warranties
respecting use, compliance with zoning, hazardous wastes or
environmental laws, Landlord's title, Landlord's authority,
habitability, fitness for purpose or possession. Furthermore, in
the event that Lender shall acquire Landlord's interest in the
Property, Lender shall have no obligation, nor incur any
liability, beyond Lender's then equity interest, if any, in the
Property, and Tenant shall look exclusively to such equity
interest of Lender, if any, in the Property for the payment and
discharge of any obligations or liability imposed upon Lender
hereunder, under the Lease (or under any new lease with Tenant),
and Lender is hereby released and relieved of any other
obligations or
<PAGE>
liability hereunder, under the Lease or under any such new lease.
Lender shall not, either by virtue of the Mortgage, the
Assignment of Leases or this Agreement, be or become a mortgagee
in possession or be or become subject to any liability or
obligation under the Lease or otherwise until Lender shall have
acquired the Landlord's interest in the Property, by foreclosure
or otherwise, and then such liability or obligation of Lender
under the Lease (as modified by the terms of this Agreement)
shall extend only to those liability or obligations accruing
subsequent to the date that Lender has acquired Landlord's
interest in the Property. Without limiting the generality of the
foregoing, neither the Mortgage, the Assignment of Leases nor
this Agreement shall, prior to Lender's acquisition of Landlord's
interest in the Property, by foreclosure or otherwise, operate to
place responsibility for the control, care, management or repair
of the Property upon Lender or impose upon Lender responsibility
for the carrying out of any of the terms or conditions of the
Lease, and Lender shall not be responsible or liable for any
waste committed on either the Premises or the Property by any
party whatsoever, for any dangerous or defective condition of the
Property or for any negligence in the management, upkeep, repair
or control of either the Premises or the Property.
6. Severability. If any portion or portions of this Agreement
------------
shall be held invalid or inoperative, then all of the remaining
portions shall remain in full force and effect, and, so far as is
reasonable and possible, effect shall be given to the intent
manifested by the portion or portions held to be invalid or
inoperative.
7. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Colorado.
8. Notices. So long as the Mortgage remains outstanding and
-------
unsatisfied, Tenant will mail or deliver to Lender, at the
address and in the manner hereinbelow provided, a copy of all
notices permitted or required to be given to the Landlord by
Tenant under and pursuant to the terms and provisions of the
Lease. All notices or other communications required or permitted
to be given pursuant to the provisions hereof shall be in writing
and shall be considered as properly given if (i) mailed to the
addressee by first class United States mail, postage prepaid,
registered or certified with return receipt requested, (ii) by
delivering same in person to the addressee, or (iii) by delivery
to a third party commercial delivery service for same day or next
day delivery to the office of the addressee with proof of
delivery. Notice so given shall be effective, as applicable,
upon (i) the third (3rd) day following the day such notice is
deposited with the U.S. Postal Service, (ii) delivery to the
addressee, or (iii) upon delivery to such third party delivery
service. Notice given in any other manner shall be
<PAGE>
effective only if and when received by the addressee. For
purposes of notice, the addresses of the parties shall be:
Lender: ____________________________________
____________________________________
____________________________________
Attn: ______________________________
Landlord: ____________________________________
____________________________________
____________________________________
Attn:________________________________
Tenant: ____________________________________
____________________________________
____________________________________
Attn:________________________________
Notwithstanding the foregoing, any party shall have the right to
change its address for notice hereunder to any other location
within the continental United States by the giving of thirty (30)
days' notice to the other parties in the manner set forth herein.
9. Successors and Assigns. This Agreement shall be binding upon
----------------------
and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors, successors-
in-title and assigns. When used herein, the term "landlord"
refers to Landlord and to any successor to the interest of
Landlord under the Lease and "Lender" refers to Lender and to any
assignee of the note secured by the Mortgage and Lender's
servicer of the Loan, if any.
10. Tenant's Personal Property. In no event shall the Mortgage
--------------------------
cover or encumber (and shall not be construed as subjecting in
any manner to the lien thereof) any of Tenant's moveable trade
fixtures, business equipment, furniture, signs or other personal
property at any time placed on or about the Premises.
11. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which when so executed shall be deemed to
be an original, but all of which when taken together shall
constitute one and the same instrument.
12. Headings. The headings, captions, and arrangements used in
--------
this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the date first above written.
LENDER:
_________________________,
a(n)______________________________
By:________________________________
Name:______________________________
Title:_____________________________
TENANT:
PAC-WEST TELECOMM, INC.,
a California corporation
By:__________________________________
Name:________________________________
Title:_______________________________
LANDLORD:
NORTH VALLEY TECH LLC,
a Delaware limited liability company
By: NVT Corp., a Delaware corporation,
its managing member
By:__________________________________
Name:________________________________
Title:_______________________________
<PAGE>
STATE OF__________________ )
COUNTY OF_________________ )
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:___________________________ (Seal)
STATE OF__________________ )
COUNTY OF_________________ )
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:__________________________________ (Seal)
<PAGE>
STATE OF__________________ )
COUNTY OF_________________ )
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:________________________________ (Seal)
<PAGE>
EXHIBIT "B"
LANDLORD WAIVER
RECORDING REQUESTED BY:
AND WHEN RECORDED, RETURN TO:
MORRISON & FOERSTER
425 California Street
San Francisco, California 94105
Attention: Jill Feldman, Esq.
______________________________________________________________________________
(Space Above for Recorder's Use)
LANDLORD WAIVER
This LANDLORD WAIVER (the "Waiver") is entered into as of this ______ day
of ____________________, 2000 by and among NORTH VALLEY TECH LLC, a Delaware
limited liability company (the "Landlord"), PAC-WEST TELECOMM, INC., a
California corporation (the "Tenant"), and UNION BANK OF CALIFORNIA, N.A., a
national banking association, in its capacity as administrative lender (the
"Agent") for itself and other financial institutions (collectively, the
"Lenders").
RECITALS
A. The Landlord and the Tenant have entered into that certain lease dated
as of ________________, 2000, (as such lease may have been amended to date, the
"Lease") covering certain real property in the City of Thornton, County of
Adams, State of Colorado, and as more particularly described on Exhibit "A"
attached hereto and incorporated herein by this reference (the "Premises").
B. The Landlord is a tenant of the real property of which the Premises
forms a part pursuant to a ground lease dated July 22, 1964 and recorded July
22, 1964 in Book 1166 at page 140, records of Adams County, Colorado ("Ground
Lease").
C. As partial security for Tenant's repayment and performance of its
obligations under certain credit facilities extended and to be extended in the
future to the Tenant by the Lenders, the tenant has granted or will grant a
security interest in certain goods, inventory, and other personal property owned
by the Tenant, some of which may be located in the Premises, to the Agent.
<PAGE>
D. In connection with the Tenant's granting of such security interest, the
Agent requires certain assurances from the Landlord.
AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. The Landlord agrees to send the Agent at an address designated by the
Agent a copy of any notice of default (or termination) (the "Default Notice") of
the Lease, or of the Ground Lease, and grants the Agent during the grace period
already permitted under the Lease the right to cure any such default under the
Lease. Until further notice from the Agent, the address of the Agent for all
notices is as follows:
Union Bank of California, N.A.
1800 Harrison Street, Suite 1400
P.O. Box 1020
Oakland, CA 94604-1020
Attention: Gail Fletcher, Vice-President Community Banking Group
2. Landlord agrees to send to agent, at an address designated by
agent, a copy of any Notice of Default or of sale from any mortgagee or
beneficiary of a deed of trust secured by Landlord's leasehold interest in the
Ground Lease, including, without limitation, any notice from Salomon Brothers
Realty Corp.
3. The Landlord consents to the granting of a security interest in all of
the personal property of Tenant located now or in the future on the Premises
(the "Personal Property"), including any part of the Personal Property that is
now or is hereafter installed on or affixed to the Premises, or that is or may
be deemed to be "fixtures" within the meaning of the then applicable Uniform
Commercial Code. The Landlord agrees that all of the Personal Property, whether
or not affixed to or located or installed on the Premises, constitutes and shall
remain personal property and shall not become installed or located on or affixed
to the Premises or any other real estate.
4. The Landlord agrees that any and all liens, claims, demands, rights or
interests that the Landlord may now or hereafter have in or to the Personal
Property shall be and are hereby made subordinate and inferior to any now
existing or hereafter arising lien or security interest in favor of the Agent.
5. The Landlord agrees that if the Tenant defaults on its obligations to
the Agent and, as a result, the Agent undertakes to enforce its security
interest in the Personal Property, as follows:
<PAGE>
(a) the Landlord will cooperate with the Agent in its efforts to
assemble all of the Personal Property located on the Premises, provided,
however, that the Landlord shall not be obligated to incur any expense or other
obligation in connection with such cooperation;
(b) the Landlord will permit the Agent to remain on the Premises for
up to sixty (60) days after the Agent declares the default, provided that the
Agent, for the period of time the Agent uses the Premises, (i) pays or causes to
be paid the base rent or adjusted base rent or, in the case where the Lease has
terminated, the base rent or adjusted base rent that would have become due under
the Lease for such period if the Lease had not been terminated, for the period
of time the Agent uses the Premises; (ii) provides and retains the liability and
property insurance coverage and pays utilities required, or which would have
been required if the Lease had not been terminated under the Lease; and (iii)
delivers a written agreement to do so;
(c) the Agent or its representatives may enter upon the Premises at
reasonable times, and after written notice to the Landlord, for the purpose of
removing, or repossessing, the Personal Property, provided that the Agent
promptly repairs any and all physical damage to the Premises caused by such
removal;
(d) the Landlord shall not hinder the Agent's actions in enforcing
its liens on the Personal Property; and
(e) except as provided in subsection (b) of this Section 5, the Agent
may enter the Premises for such purposes without assuming the Lease and all
obligations and all obligations contained therein.
Upon any such removal, any liens, claims, demands, rights or interests of the
Landlord in the Personal Property shall be discharged and released.
Notwithstanding anything herein to the contrary, in no event shall the Agent's
right to enter or occupy the Premises pursuant to this Waiver extend beyond
sixty (60) days from the date of termination or expiration of the term of the
Lease, and at any time thereafter the Landlord shall have the right to have any
personal property of the Tenant that may be located upon the Premises removed
from the Premises in accordance with the terms of the Lease and applicable law.
6. This Waiver may be amended or modified only by an instrument in
writing signed by each of the parties hereto.
7. This Waiver may be executed in counterparts, each of which shall be
deemed an original but all of which taken together shall constitute one and the
same instrument.
8. This Waiver shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, administrators, successors and
assigns or encumbrances.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Waiver as of the date first above written.
LANDLORD: NORTH VALLEY TECH LLC,
a Delaware limited liability company
By: NVT, a Delaware corporation
its managing member
By:________________________________
Name:______________________________
Title:_____________________________
TENANT: PAC-WEST TELECOMM, INC.,
a California corporation
By:________________________________
Name:______________________________
Title:_____________________________
AGENT: UNION BANK OF CALIFORNIA,
N.A., a national banking association,
as Agent for the Lenders
By:________________________________
Name:______________________________
Title:_____________________________
STATE OF____________________)
COUNTY OF___________________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:__________________________ (Seal)
<PAGE>
STATE OF__________________)
COUNTY OF_________________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:_________________________ (Seal)
STATE OF )
COUNTY OF )
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:________________________ (Seal)
This Instrument was prepared by:
Neumiller & Beardslee
509 West Weber Avenue, 5th Floor (95203)
Post Office Box 20
Stockton, California 95201-3020
<PAGE>
JOINDER
SALOMON BROTHERS REALTY GROUP
This Joinder is made as of _________________, 2000, by Salomon Brothers
Realty Corp., a _________ Corporation ("Beneficiary") and is attached to and
made a part of that certain Landlord Waiver by and among North Valley Tech LLC,
a Delaware limited liability company, ("Landlord"), Pac-West Telecomm, Inc., a
California corporation ("Tenant") and UNION BANK OF CALIFORNIA, N.A., a national
banking association, as Agent for the Lenders.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Beneficiary hereby joins in the Landlord
Waiver and agrees to be bound by its terms and conditions if it should succeed
to the interests of the Landlord under the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the
date set forth above.
BENEFICIARY:
SALOMON BROTHERS REALTY
GROUP a _____________________
Corporation
By:__________________________
Printed Name:________________
Title:_______________________
STATE OF____________________)
COUNTY OF___________________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:__________________________ (Seal)
<PAGE>
EXHIBIT "D"
MEMORANDUM OF LEASE
North Valley Tech LLC - Pac-West Telecomm, Inc.
THIS MEMORANDUM OF LEASE dated as of January ____, 2000, by and between
North Valley Tech LLC, a Delaware limited liability company ("Landlord"), and
Pac-West Telecomm, Inc., a California corporation ("Tenant").
WITNESSETH:
By a lease ("Lease") dated January __, 2000, Landlord has demised and
leased to Tenant, and Tenant has leased from Landlord the "Premises" consisting
of approximately 26,504 rentable square feet located at 500 East 84th Avenue,
Thornton, CO 80229 under the following terms and conditions:
1. The Premises are identified on the legal description which is specified as
Exhibit "A" and is attached hereto.
2. The Lease term is for ten (10) years and commences on April 1, 2000 and
shall terminate on March 31, 2010, unless sooner terminated or extended as
provided for in the Lease.
3. The Lease may be extended for two (2) additional terms of five (5) years
each.
4. The Lease does provide Tenant with an Expansion Option and Right of First
Refusal on certain unleased space on the first floor of the East Anchor
Building.
5. The Lease provides that Tenant shall have peaceable and quiet enjoyment of
the Premises so long as Tenant is not in default. Said Lease also provides that
the Lease shall be subject and subordinate to any mortgage, deed of trust,
ground lease or other lien on the Premises if the lienholder or lessor executes
a Nondisturbance and Attornment Agreement in the form of Exhibit "C" to the
Lease, and a Landlord's Waiver and Joinder in the form of Exhibit "B" to the
Lease.
6. The sole purpose of this instrument is to give notice of said Lease and all
of its terms, covenants, and conditions to the same extent as if said Lease were
set forth herein.
7. The conditions, covenants, and agreements contained in the Lease shall be
binding upon and inure to the benefit of the parties hereto, their respective
heirs, personal representative, successors and assigns. In the event of any
conflict between the terms and conditions of this instrument and the term and
conditions of the Lease, it is agreed that the terms and conditions of the Lease
shall control.
8. Tenant has nonexclusive use of certain areas outside the Premises pursuant
to the Lease.
9. The Lease does not contain an option to Purchase the Lease Premises.
<PAGE>
IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of
the day and year first above written.
LANDLORD:
NORTH VALLEY TECH LLC,
a Delaware limited liability company
By: NVT Corp., a Delaware corporation,
its managing member
By:_____________________________
Name:___________________________
Title:__________________________
Date:___________________________
TENANT:
PAC-WEST TELECOMM, INC.,
a California corporation
By:_____________________________
Name:___________________________
Title:__________________________
STATE OF_______________)
COUNTY OF______________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
<PAGE>
STATE OF_______________)
COUNTY OF______________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
<PAGE>
EXHIBIT "E"
WORK LETTER
North Valley Tech Center
------------------------
This Work Letter by reference is made part of the Lease between North Valley
Tech LLC as Landlord, and Pac-West Telecomm, Inc. as Tenant, covering the
Premises known as Suite 100 in the East Building at North Valley Tech Center.
The Premises will be altered by Landlord (except as otherwise provided) as set
forth in detail below. Landlord shall provide all materials, labor,
construction coordination and general supervision necessary to remodel the
Premises (except as otherwise provided) as follows:
BUILDING SHELL IMPROVEMENTS AS FOLLOWS:
---------------------------------------
CONSTRUCTION/DEMOLITION
1. Demolition of non-load bearing walls, ceilings, lights, grid, electrical,
duct works, hot water pipes and plumbing, and conveyor systems as reasonably
required by Tenant. Note that existing structural shear walls and storefront
entry locations will remain.
2. Perimeter and demising walls to be drywalled to underside of structure.
Tenant shall provide all materials, labor, construction coordination and
general supervision necessary to complete this work to Landlord and Tenant's
satisfaction. Landlord shall reimburse Tenant for the reasonable cost of
this work.
3. Structural support as necessary for Tenant HVAC at roof. Provided Tenant has
delivered its specifications to Landlord on or before January 1, 2000,
Landlord's plans for its structural reinforcement will be submitted to
Tenant for Tenant's approval on or before January 15, 2000. Tenant have the
right to require changes to the plans and will submit such requirements to
Landlord in writing no later than three (3) days after receipt of Landlord's
plans.
4. New 45 mil ballasted EPDM roof with R 30 insulation.
5. Two new 4 feet x 7.5 feet store front entry doors per tenant's plans.
Glazing to match building standard windows.
6. Landlord warrants that the existing slab system on the first floor will meet
or exceed Tenant's load criteria of 150psf.
7. In order to provide the Premises with no less than 2000 amps, Landlord will
install two (2) 1500 amp transformers for Tenant's non-exclusive use.
Landlord will complete such installation on or before the Commencement Date
of the Lease.
8. Landlord will complete the removal of all asbestos and other Hazardous
Material in and around the Premises and other areas in which Tenant will
install its equipment, conduit, pipes, etc.
ELECTRICAL
1. Connected panel provided and sized for Tenant loads, metered separately.
Distribution by Tenant.
2. Landlord will work with local utility company to provide 2000 amps of 480
volt/3-phase power to space.
<PAGE>
HVAC/MECHANICAL
1. Tenant to submit plans for approval, such approval not to be unreasonably
withheld, delayed or involving any relocation of sprinkler, or plumbing
lines. Tenant to maintain in good working order all existing sprinkler and
plumbing lines during and after relocation work.
Other than the work described above as building shell improvements, the space
will be delivered in "as is" condition.
In the event Tenant makes any changes, additions or modifications to the
Landlord's work and materials ("Tenant Changes") which result in an increase in
costs to Landlord over and above the costs Landlord would have incurred in the
absence of the Tenant Changes, Landlord shall notify Tenant in writing of the
amount of such increase. Only changes approved by Tenant's Facility Planner
shall be accepted.
Upon receipt of said notice Tenant shall, within three (3) business days
thereafter, notify Landlord in writing that it shall either (I) approve the
additional cost to complete the alterations and thereby agree to reimburse
Landlord for the amount by which the cost to complete the alterations (which
cost shall include an amount equal to five percent (5%) of Landlord's costs as
an administrative fee attributable to its construction coordination and
supervision) exceeds Landlord's costs without Tenant's changes, or (ii) agree to
reduce the scope of the alterations so that the actual cost of the alterations
does not exceed Landlord's costs without Tenant Changes.
If the Tenant is to provide any additional features, materials or work over and
above that specified in this Work Letter, Tenant must receive the written
approval of Landlord, in advance, and must pay all costs and expenses for such
work.
Finally, Tenant understand and acknowledges that notwithstanding any
representation by Landlord or its agents to the contrary (i) Landlord estimates
that the time to complete construction described above is 2 to 4 weeks and that
Landlord will not commence construction until after the Lease is fully executed
by both parties; and (ii) if Tenant desires at its sole cost and expense, and
Landlord agrees, to make any changes in the scope of construction, then the
estimated completion of construction will be adjusted accordingly. Any Tenant
delays in reviewing or approving space plans, construction documents, or
submittals, or in providing necessary information in the planning or
construction process will not postpone the Lease Commencement Date.
<PAGE>
AGREED TO AND ACCEPTED BY: AGREED TO AND ACCEPTED BY:
PAC-WEST TELECOMM, INC. NORTH VALLEY TECH LLC, a Delaware
limited liability company
By: NVT Corp., a Delaware corporation,
its managing member
By:________________________ By_____________________________
Name:______________________ Name:__________________________
Title:_____________________ Title:_________________________
Date:_______________ Date:____________________
TENANT LANDLORD
<PAGE>
EXHIBIT "G"
RULES AND REGULATIONS
A. Advertising and Signs: Unless expressly permitted by Landlord, no sign,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed on any part of the outside or inside of the Building, except on the
glass or panels of the doors of the Premises, and then only of subject matter
and in such color, size, style and material as shall conform to the
specifications of Landlord. Landlord reserves the right to remove all other
signs or lettering without notice to Tenant, at the expense of Tenant. Any
newspaper, magazine or other advertising done from the said Premises, or
referring to the said Premises, which in the opinion of Landlord is
objectionable shall be immediately discontinued upon notice from Landlord.
B. BICYCLE AND ANIMALS: Except as provided in this Lease, no bicycle or
other vehicle and no animal shall be brought or permitted to be in the Premises
or the Building without the prior consent of Landlord.
C. CLOSING AND LOCKING DOORS: Unless expressly permitted by Landlord, all
doors to the Premises are to be kept closed at all times except while in actual
use for entrance to or exit from such Premises. Tenant shall be responsible for
the locking of doors and the closing of transoms in and to the Premises. Any
damage resulting from neglect of this rule shall be paid by Tenant.
D. MACHINERY: Landlord's written consent shall be first obtained for the
use or installation of all types of office machinery, generally described as,
but not limited to, machinery equipment, I.B.M. equipment, refrigeration
equipment, heating equipment, air conditioning apparatus, and all other types of
office machine equipment. This clause is not meant to refer to the use or
installation of such equipment as standard adding machines and typewriters which
are used on desks and similar office equipment.
E. UNSIGHTLY PLACEMENT OF EQUIPMENT: Unless expressly permitted by
Landlord, Tenant shall not place or allow anything to be against or near the
glass of partitions or doors or windows of the Premises which may diminish the
light in, or be unsightly from, halls or corridors.
F. LOCKS: Unless expressly permitted by Landlord, no additional locks or
similar devices shall be attached to any door and no keys other than those
provided by Landlord shall be made for any door. If more than two keys for one
lock are desired by Tenant, Landlord may provide the same upon payment by
Tenant. Upon termination of this Lease or of Tenant's possession, Tenant shall
surrender all keys of the Premises and shall explain to Landlord all combination
locks on safes, cabinets and vaults.
G. NOISES AND OTHER NUISANCES: Tenant shall not make or permit any noise
or odor that is objectionable to Landlord or to other occupants of the Building
to emanate from the Premises, and shall not create or maintain a nuisance
therein, and shall not disturb, solicit or
<PAGE>
canvass any occupant of the Building, and shall not do any act tending to injure
the reputation of the Building.
H. OBSTRUCTIONS: Unless expressly permitted by Landlord, Tenant shall not
obstruct, or use for the storage or for any purpose other than ingress and
egress, the sidewalks, entrances, passages, courts, corridors, vestibules,
halls, elevators and stairways of the Building and no floor mats shall be placed
in the corridors by Tenant.
I. SOLICITORS: Landlord reserves the right, but shall not be held
obligated, to exclude or eject from the Building any or all solicitors,
canvassers or peddlers, and any other class of persons and individuals who
conduct themselves in such a manner as in the judgment of Landlord constitutes
an annoyance to any tenants of the Building or an interference with Landlord's
operation of the Building, or who are otherwise undesirable. Tenant shall
cooperate with Landlord in preventing soliciting and peddling in the Building.
J. LIGHT FOR CLEANING: Tenant, at its expense, shall provide artificial
light and electric current for any cleaning, repairs, alterations or other
services in the Premises.
K. APPLICATION FOR SERVICES: Tenant shall make application at the office
of the Building for all cleaning, repairing, alteration or special services.
Employees of Landlord shall not perform any work or do anything outside of the
regular duties unless under special instruction from Landlord.
L. WINDOWS AND PROJECTIONS: Nothing shall be affixed to or projected
beyond the outside of the Building by Tenant without the proper written consent
of Landlord. If Tenant desires, and Landlord permits, blinds, shades, awnings,
or other form of outside or inside window covering, ventilating equipment or
similar devices, they shall be furnished and installed at the expense of Tenant
and must be of such shape, color, material and make as are approved by Landlord.
Tenant shall not place or permit to be placed any article of any kind on the
window ledges or elsewhere on the exterior walls, and shall not throw or drop or
permit to be thrown or dropped any article from any window of the Building.
M. WEAPONS: Tenant shall not permit its employees, contractors, or any
other person under its control to bring into the Building any firearm or weapon
without first obtaining the written consent of Landlord.
N. ADDITIONAL RULES: Landlord reserves the right to make such other and
further rules and regulations as in its judgment may from time to time be needed
or desired for the safety, care and cleanliness of the Premises and the Building
and for the preservation of good order therein, but shall not impair the use and
enjoyment of the Premises under the other terms and provisions of the within
Lease.
<PAGE>
================================================================================
OFFICE LEASE
PARK CENTRAL MALL, L.L.C.,
an Arizona limited liability company
"Landlord"
and
PAC-WEST TELECOMM, INC.,
a California corporation
"Tenant"
Dated as of
______________
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
BASIC LEASE PROVISIONS......................................... 1
ARTICLE 1. TERM AND POSSESSION................................. 2
1.1 Term............................................ 2
1.2 Surrender....................................... 3
1.3 Holdover........................................ 3
1.4 Option to Extend................................ 3
ARTICLE 2. RENT................................................ 3
2.1 Base Rent....................................... 3
2.2 Adjustments..................................... 3
2.3 Late Charges and Interest....................... 3
2.4 Nature of Payments.............................. 3
ARTICLE 3. SECURITY DEPOSIT AND GUARANTY....................... 4
ARTICLE 4. USE................................................. 4
4.1 Permitted Use................................... 4
4.2 Restrictions.................................... 4
4.3 Compliance with Law............................. 4
4.4 Environmental Matters........................... 5
ARTICLE 5. TAXES............................................... 6
5.1 Tenant's Taxes.................................. 6
5.2 Rental Taxes.................................... 6
ARTICLE 6. PARKING AND COMMON USE AREAS........................ 7
6.1 Common Facilities............................... 7
6.2 Parking......................................... 7
ARTICLE 7. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES.. 8
7.1 Payment......................................... 8
7.2 Allocation...................................... 8
7.3 Gross-up........................................ 9
ARTICLE 8. CONSTRUCTION........................................ 9
8.1 Delivery........................................ 9
8.2 Condition....................................... 9
8.3 Tenant's Work................................... 10
8.4 Alterations and Approval........................ 10
8.5 Approval Conditions............................. 10
8.6 Performance of Tenant's Work.................... 11
8.7 Liens........................................... 11
8.8 Additional Installations........................ 11
8.9 Provisions Concerning Installations on and
Access to Roof.................................. 12
ARTICLE 9. REPAIR/MAINTENANCE/UTILITIES........................ 13
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
----
9.1 Landlord's Responsibilities..................... 13
9.2 Tenant's Obligations............................ 13
9.3 Janitorial Services............................. 13
9.4 Utilities....................................... 13
ARTICLE 10. TENANT'S WORK, ALTERATIONS AND PERSONAL PROPERTY... 14
ARTICLE 11. CERTAIN RIGHTS RESERVED BY LANDLORD................ 14
ARTICLE 12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE... 15
12.1 Tenant's Responsibility........................ 15
12.2 Tenant's Insurance............................. 16
ARTICLE 13. FIRE AND CASUALTY.................................. 16
ARTICLE 14. CONDEMNATION....................................... 17
ARTICLE 15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD........ 17
15.1 Transfer by Tenant............................. 17
15.2 Splitting Profits.............................. 18
15.3 Sale of Property............................... 18
ARTICLE 16. ESTOPPEL CERTIFICATE............................... 18
16.1 Certification.................................. 18
16.2 Failure to Provide............................. 18
ARTICLE 17. LANDLORD'S REMEDIES................................ 19
17.1 Events of Default.............................. 19
17.2 Remedies....................................... 19
17.3 Subleases...................................... 20
ARTICLE 18. NOTICES............................................ 20
ARTICLE 19. SUBORDINATION/QUIET ENJOYMENT...................... 20
19.1 Subordination.................................. 20
19.2 Quiet Enjoyment................................ 21
19.3 Waiver of Landlord's Lien...................... 21
ARTICLE 20. BROKERS............................................ 21
ARTICLE 21. RELOCATION......................................... 22
ARTICLE 22. SIGNAGE............................................ 22
ARTICLE 23. GENERAL PROVISIONS................................. 22
23.1 Force Majeure.................................. 22
23.2 Rules.......................................... 22
23.3 Captions....................................... 22
23.4 Integration.................................... 22
23.5 No Offer....................................... 22
23.6 No Waiver...................................... 22
23.7 Deadlines...................................... 23
23.8 No Accord or Satisfaction...................... 23
23.9 Non-Recourse Liability......................... 23
-ii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
----
23.10 Governing Law; Choice of Forum................ 23
23.11 Exhibit....................................... 23
23.12 Successors and Assigns........................ 23
ARTICLE 24. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS....... 24
24.1 Co-location.................................... 24
24.2 Right to Serve Other Tenants................... 24
EXHIBIT A - FLOOR PLAN OF THE PREMISES......................... 25
EXHIBIT B - SITE PLAN OF THE PROJECT........................... 26
EXHIBIT C - LANDLORD'S IMPROVEMENTS............................ 27
EXHIBIT D - RULES AND REGULATIONS.............................. 29
EXHIBIT E - GUARANTY........................................... 32
EXHIBIT F - LICENSE AGREEMENT.................................. 33
EXHIBIT G...................................................... 41
EXHIBIT H - PARKING............................................ 42
EXHIBIT I - HVAC, GENERATOR, AND ANTENNA LOCATIONS............. 43
EXHIBIT J - FORM OF LANDLORD'S WAIVER.......................... 44
RIDER 1........................................................ 45
-iii-
<PAGE>
OFFICE LEASE
(Multitenant Project - Large Office Space)
THIS LEASE is made this _____ day of January, 2000, by and between PARK
CENTRAL MALL, L.L.C., an Arizona limited liability company ("Landlord"), and
PAC-WEST TELECOMM, INC., a California corporation ("Tenant").
Landlord hereby leases to Tenant and Tenant leases from Landlord for the
term and upon the conditions and agreements set forth in this Lease
approximately 12,321 rentable square feet (the "Premises"), as illustrated by
cross-hatching on the plan attached as Exhibit A, known as Suite 50 in Park
Central (the "Project"). The address of the Premises is 3110 North Central
Avenue, Phoenix, Arizona 85012.
BASIC LEASE PROVISIONS
----------------------
A. The Premises: Suite 50 in Building 2, consisting of approximately 12,321
square feet of rentable area as illustrated on the attached Exhibit A.
B. The Building: The building or group of buildings located at Park Central.
C. Project: The buildings and common facilities used in connection with the
Building and Premises as reasonably determined from time to time by
Landlord. A site plan for the Project in its current configuration is
attached as Exhibit B.
D. Names of Guarantors: NONE
E. Security Deposit: NONE
F. The Initial Term: Ten years, beginning on the Commencement Date and ending
on the Expiration Date.
G. Commencement and Expiration Dates: Approximately May 1, 2000 and April 30,
2010.
H. Base Rent:
---------------------------------------------------------------------------
Period Annual Base Rent Monthly Payment
---------------------------------------------------------------------------
Commencement Date $ 110,889.00 $ 9,240.75
through Year 5
---------------------------------------------------------------------------
Year 6 through Year 10 $ 147,852.00 $12,321.00
---------------------------------------------------------------------------
1
<PAGE>
I. Renewal Terms: Two renewal options of five years each, subject to Section
2.5 and Rider 1.
J. Description of Tenant's Business: Telecommunications equipment and
services.
K. Tenant Improvement Allowance: [INTENTIONALLY OMITTED]
L. Tenant's Notice Address:
Pac-West Telecomm, Inc.
4210 Coronado Avenue
Stockton, CA 95204
Attn: Dennis V. Myer, V.P.
M. Landlord's Notice Address:
Park Central
3121 N. 3rd Avenue, Suite 200
Phoenix, Arizona 85013
N. Tenant's Designated Broker: Partners National Real Estate Group, Inc.
(Kane Dossett)
O. Landlord's Designated Broker: Cushman & Wakefield of Arizona, Inc. (Keith
Lambeth)
P. Exhibits:
Exhibit A, Floor Plan of the Premises
Exhibit B, Site Plan of the Project
Exhibit C, Landlord's Improvements
Exhibit D, Rules and Regulations
Exhibit E, [INTENTIONALLY OMITTED]
Exhibit F, License Agreement
Exhibit G, List of Equipment
Exhibit H, Parking
Exhibit I, HVAC and Generator Locations
Exhibit J, Form of Landlord Waiver.
ARTICLE 1. TERM AND POSSESSION
1.1 Term. The Term of this Lease, and Tenant's obligation to pay rent,
----
shall commence on the earliest of: (i) 120 days after the date on which (A)
Landlord has approved Tenant's plans and specifications for the Tenant
Improvements to be installed in the Premises, and (B) possession is tendered by
written notice to Tenant (the "Delivery Date") or (ii) May 1, 2000, whichever
shall first occur (the "Commencement Date") and shall expire on the tenth
anniversary of the Commencement Date. The Delivery Date will occur following
approval by
2
<PAGE>
Landlord of Tenant's plans and specifications for Tenant's Improvements in the
Premises. Upon request of either party after the Term has commenced, Landlord
and Tenant shall jointly execute a memorandum confirming the Commencement Date.
1.2 Surrender. Upon the termination or expiration of this Lease or upon
---------
the termination of Tenant's right of possession, whether by lapse of time or
otherwise, Tenant shall at once surrender possession of the Premises to Landlord
and remove all of Tenant's property as provided in Article 10.
1.3 Holdover. Tenant shall have no right to hold over after the expiration
--------
of the Term of this Lease without Landlord's consent. If, with Landlord's
consent, Tenant holds over after the expiration of this Lease, Tenant shall
become a tenant from month to month only, upon all of the terms of this Lease
except that the amount of the Base Rent shall be increased to an amount equal to
200% of the Base Rent in effect immediately prior to the expiration.
1.4 Option to Extend. [SEE RIDER 1]
----------------
ARTICLE 2. RENT
2.1 Base Rent. Tenant shall pay to Landlord during the Term of this Lease
---------
at the office of Landlord or at such other place as Landlord may designate,
without notice, demand, deduction or set-off, base annual rent in the amount of
(i) for the first 5 years of the term, $110,889.00 per annum, subject to
adjustment as provided in Article 2.2, in equal monthly installments of
$9,240.75 and (ii) for the 6th through 10th years of the term, $147,852.00 per
annum in equal monthly installments of $12,321.00 in advance on the first day of
each calendar month. In the event the Commencement Date does not occur on the
first day of a calendar month, Tenant shall pay rent on the Commencement Date
for the actual days of the fractional month on a pro rata basis.
2.2 Adjustments. The Base Rent shall be adjusted based on the actual
-----------
rentable square feet of space in the Premises as determined by the approved
plans and specifications, and as approved by Landlord's and Tenant's architects
on or before the Commencement Date. All references to "rentable" or "useable"
square feet shall be deemed measured in accordance with the American National
Standard Z65.1-1996, as published by BOMA International.
2.3 Late Charges and Interest. Any amount due from Tenant to Landlord
-------------------------
which is not paid within ten business days from the date when due shall bear
interest at three percent in excess of the prime rate as established from time
to time by Wells Fargo Bank from the due date until paid, but the payment of
such interest shall not excuse or cure any default by Tenant under this Lease.
In addition, any rent or other payment not paid within ten business days of its
due date shall be subject to three percent late charge representing the
additional costs and burdens of special handling.
2.4 Nature of Payments. All sums required to be paid by Tenant under this
------------------
Lease, whether or not so designated, are rent.
3
<PAGE>
ARTICLE 3. SECURITY DEPOSIT AND GUARANTY [INTENTIONALLY OMITTED]
ARTICLE 4. USE
4.1 Permitted Use. Tenant shall continuously use and occupy the Premises
-------------
for the use set forth in Basic Lease Provisions Paragraph J and shall use them
for no other purpose whatsoever without Landlord's prior written consent, and in
no event for customer service or sales of wireless cellular equipment or as call
center for servicing of an HMO, a group of hospitals or an entity performing
similar services and operations.
4.2 Restrictions. Tenant shall:
------------
(a) Not use or permit upon the Premises anything that would
invalidate any policies of insurance now or hereafter carried on the Premises or
that will increase the rate of insurance on the Premises or the Project;
(b) Pay all additional insurance premiums which may be caused by the
use which Tenant shall make of the Premises;
(c) Not in any manner deface or injure the Premises;
(d) Not do anything or permit anything to be done upon the Premises
in any way tending to create a nuisance, or tending to disturb any other lessee
in the Project or tending to injure the reputation of the Project, including,
without limitation, any of the following: the playing of music audible outside
the Premises, the placement of signs in or displayed through any window or door;
the creation of a nuisance; the releasing of offensive odors to the exterior of
the Premises, lodging, or manufacturing;
(e) Not commit or suffer to be committed any waste upon the Premises;
(f) Not violate any recorded restriction or covenant affecting the
Project, nor use the Premises for any purpose which would be in violation of any
exclusive rights or use granted to other tenants or occupants in the Project;
(g) Not install business machines or other machinery which cause
noise or vibration that may be transmitted to the structure of the Building.
4.3 Compliance with Law.
-------------------
(a) Tenant, at Tenant's expense (except as set forth in 4.3(b) as
Landlord's responsibility), shall comply with all present and future federal,
state and local laws, ordinances, orders, rules and regulations, including,
without limitation the Americans with Disabilities Act (collectively, "Laws"),
and shall procure all permits, certificates, licenses and other authorizations
required by applicable Law relating to Tenant's business or Tenant's use or
occupancy of the Premises or Tenant's activities on the Premises. Tenant shall
make all
4
<PAGE>
reports and filings required by applicable Laws. Tenant shall defend, indemnify
and hold harmless Landlord and Landlord's present and future officers,
directors, employees, partners and agents from and against all claims, demands,
liabilities, fines, penalties, losses, costs and expenses, including but not
limited to costs of compliance, remedial costs, and reasonable attorneys' fees,
arising out of or relating to any failure of Tenant to comply with applicable
Laws.
(b) Landlord represents that as of the Delivery Date, the Premises,
the common facilities (as defined in Section 6 below) and the parking areas of
the Project will be in compliance with applicable Laws. Landlord shall
thereafter be responsible, at Landlord's expense, for compliance of the common
facilities and the parking areas of the Project with applicable Laws concerning
physical condition of, access to, or occupancy of such areas. So long as
Tenant's Improvements in the Premises are designed and constructed by Tenant in
accordance with all applicable laws, Landlord shall be responsible for
compliance of the Premises with applicable law concerning access, physical
condition (including but not limited to asbestos removal and other environmental
matters), or occupancy not related to (i) Tenant's specific use of the Premises
or (ii) Tenant's Improvements or any alterations made by Tenant.
4.4 Environmental Matters.
---------------------
(a) Hazardous Materials. Tenant shall not cause, or permit or allow
any of Tenant's employees, agents, customers, visitors, invitees, licensees,
contractors, assignees or subtenants (collectively, "Tenant's Parties") to cause
or permit any Hazardous Materials to be brought upon, stored, manufactured,
generated, blended, handled, recycled, treated, disposed or used on, under or
about the Premises, the Building, the common facilities, or the Project, except
for routine office and janitorial supplies in usual and customary quantities
stored, used, and disposed of in accordance with all applicable Environmental
Laws. As used herein, "Hazardous Materials" means any chemical, substance,
material, controlled substance, object, condition, waste, living organism or
combination thereof which is or may be hazardous to human health or safety or to
the environment due to its radioactivity, ignitability, corrosivity, reactivity,
explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity,
infectiousness or other harmful or potentially harmful properties or effects,
including, without limitation, petroleum and petroleum products, asbestos,
radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances,
materials, controlled substances, objects, conditions, wastes, living organisms
or combinations thereof which are now or become in the future listed, defined or
regulated in any manner by an Environmental Law based upon, directly, or
indirectly , such properties or effects. As used herein, "Environmental Laws"
means any and all federal, state or local environmental, health or safety-
related laws, regulations, standards, decisions of courts, ordinances, rules,
codes, orders, decrees, directives, guidelines, permits or permit conditions,
currently existing and as amended, enacted, issued or adopted in the future
which are or become applicable to Tenant, the Premises, the Building, the common
facilities or the Project. Tenant and Tenant's Parties shall comply with all
Environmental Laws and promptly notify Landlord of the violation of any
Environmental Law or presence of any Hazardous Materials, other than office and
janitorial supplies as permitted above, on the Premises.
5
<PAGE>
(b) Environmental Audit. At any time and from time to time Landlord
may retain an environmental consultant or engineer to conduct an audit or
environmental assessment of the Premises and Tenant's compliance with applicable
laws, rules and regulations. Tenant shall extend its full cooperation with the
audit or investigation. If Tenant is found not to be substantially in compliance
with applicable law, the entire cost of the audit or assessment shall be paid by
Tenant to Landlord upon demand; otherwise the cost shall be borne by Landlord.
(c) Indemnification. Tenant shall indemnify, protect, defend (by
counsel acceptable to Landlord) and hold harmless Landlord and its partners,
directors, officers, employees, shareholders, lenders, agents, contractors and
each of their respective successors and assigns (individually and collectively,
"Indemnitees") from and against any and all claims judgments, causes of action,
damages, penalties, fines, taxes, costs, liabilities, losses and expense arising
at any time during or after the Term as a result (directly or indirectly) of or
in connection with (i) Tenant's or Tenant's Parties' breach of any prohibition
or provision of this Article, or (ii) the presence of Hazardous Materials on,
under or about the Premises or other property as a result (directly or
indirectly) of Tenant's or Tenant's Parties' activities, or failure to act, in
connection with the Premises. This indemnity shall include the cost of any
required or necessary repair, cleanup or detoxification, and the preparation and
implementation of any closure, monitoring or other required plans, whether such
action is required or necessary prior to or following the termination of this
Lease. Neither the written consent by Landlord to the presence of Hazardous
Materials on, under or about the Premises, nor the strict compliance by Tenant
with all Environmental Laws, shall excuse Tenant from Tenant's obligation of
indemnification pursuant hereto. Landlord shall indemnify, defend, and hold
harmless Tenant, its officers, directors, shareholders, employees, agents and
contractors and each of their respective successor and assigns from and against
any and all claims, liabilities, losses, judgments, causes of action, damages,
penalties, fines, taxes, costs, liabilities and expenses arising at any time
during or after the Term as a result of Landlord's use at any time of Hazardous
Materials in the Common Areas or activities of prior owners or tenants, unless
and to the extent caused by any breach of Tenant's obligations hereunder.
Landlord's and Tenant's obligations pursuant to the foregoing indemnity shall
survive the termination of this Lease.
ARTICLE 5. TAXES
5.1 Tenant's Taxes. Tenant shall pay, prior to delinquency, all taxes
--------------
assessed against or levied upon Tenant's trade fixtures, furnishings, equipment
and other personal property located in or upon the Premises. Tenant shall cause
the trade fixtures, furnishings, equipment and other personal property to be
assessed and billed separately from the real property of which the Premises form
a part. In the event any or all of Tenant's trade fixtures, furnishings,
equipment and other personal property shall be assessed and taxed with the real
property, Tenant shall pay to Landlord Tenant's share of the taxes within ten
days after delivery to Tenant by Landlord of a statement in writing setting
forth the amount of the taxes applicable thereto.
6
<PAGE>
5.2 Rental Taxes. Tenant shall, simultaneously with the payment of any
------------
sums required to be paid under this Lease as rent, additional rent or otherwise,
reimburse Landlord for any sales, use, rental, transaction privilege or other
excise tax imposed or levied on, or measured by, the amount paid. In the event
any tax, surcharge or regulatory fee is imposed by any governmental authority
upon or with respect to parking, parking fees paid or received, parking spaces
or vehicles parking in the parking spaces in the common facilities, Tenant shall
pay the same as additional rent hereunder with the monthly installments of Base
Rent or as otherwise required from time to time by Landlord. The reimbursement
required hereunder is not intended in any event to allow or require
reimbursement of Landlord's income taxes or franchise taxes.
ARTICLE 6. PARKING AND COMMON USE AREAS
6.1 Common Facilities. All parking areas, access roads, driveways,
-----------------
pedestrian sidewalks and ramps, landscaped areas, drainage facilities, exterior
lighting, signs, courtyards, corridors, elevators (if any), entryways, public
restrooms, and other areas and improvements (all of which are referred to as
"common facilities") provided by Landlord for the general use in common of
tenants, their officers, agents, employees, customers and other invitees shall
at all times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to modify, enlarge or eliminate
the same and to establish, modify and enforce reasonable rules and regulations
with respect thereto. Tenant's right to use the Premises includes the non-
exclusive right to use the common facilities.
6.2 Parking. Landlord shall provide, operate and maintain parking
-------
accommodations in the Project, together with necessary access thereto. Tenant
shall be entitled to use 5 parking spaces, unreserved, in common with all other
tenants of the Project, within the parking field delineated on Exhibit H. In
addition, subject to availability, Tenant may have the right to use an
additional 25 unreserved parking spaces in common with other tenants, in an area
designated by Landlord, at a charge per space to be reasonably determined by
Landlord as the market rate for such spaces. No storage of vehicles or parking
for more than twenty-four (24) hours shall be allowed without Landlord's prior
written consent, except that Tenant may park up to 5 service trucks or vans,
each not in excess of 20 feet long, overnight in the areas designated on Exhibit
H. Tenant acknowledges and agrees that Landlord shall not be liable for damage,
loss or theft of property or injury to persons in, upon or about the parking
area from any cause whatsoever. Landlord shall have the right to establish, and
from time to time change (including relocating reserved covered parking spaces),
alter and amend, and to enforce against all users of the parking area such
reasonable requirements and restrictions as Landlord deems necessary and
advisable for the proper operation and maintenance of the parking area.
Landlord shall have the right from time to time to designate an area or areas
within the common facilities for purposes of parking vehicles of Tenant's
employees (collectively, "Authorized Parkers"), and its agents, representatives
and invitees. Tenant shall within fifteen days after the Commencement Date
deliver to Landlord the license plate numbers of its Authorized Parkers and
thereafter, within ten days after there are changes in the list of Authorized
Parkers. Tenant hereby authorizes Landlord to tow from the Project, at Tenant's
expense, any vehicle parking in an unauthorized parking space belonging to an
Authorized Parker and/or to attach violation stickers or notices thereto. Each
vehicle shall, at
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Landlord's option to be exercised from time to time, bear a permanently affixed
and visible identification sticker or vehicle tag to be provided by Landlord.
ARTICLE 7. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES
7.1 Payment. Tenant shall pay Tenant's pro rata share of all of: (i) the
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Building's operating cost and (ii) the Project's operating cost, but only to the
extent the annual aggregate of those two amounts exceeds the actual Project's
operating cost and Building operating cost for the calendar year 2000 (the
"Expense Stop"). The Building's operating cost consists of those costs and
expenses directly associated with managing, operating, maintaining and repairing
the office building (or associated group of buildings designated by Landlord)
containing the Premises, including all electrical, heating, ventilating, air
conditioning, plumbing and other building systems (but not the cost for the
supply and use of such utilities by tenants), and the roof, any skylights and
interior and exterior walls; service and maintenance contracts; fire sprinkler
monitoring charges; energy management costs; and a management fee of 10% of the
other Building operating costs. The Project's operating cost consists of the
total cost and expense incurred in managing, operating, maintaining and
repairing the Project and its common facilities excluding costs categorized as
Building operating cost, but including, without limitation, real property taxes
and general and special assessments; wages, salaries and employee benefits of
persons performing services in connection with the Project; utilities; parking
lot sweeping, sealing, patching and restriping; public liability and property
damage insurance, fire and extended coverage insurance, and rent interruption
insurance; supplies, materials, tools, parts, and equipment; equipment rental
charges; bookkeeping, accounting, legal and other professional charges and
expenses; fees for permits and licenses; administrative expenses; taxes other
than real property taxes; service and maintenance contracts; signage;
landscaping; and a management fee of 10% of the other Project operating costs.
The cost of capital improvements incurred by Landlord to comply with the
Americans with Disabilities Act or other law shall be amortized over its useful
life and the amortization amount included in operating costs. Neither the
Building's operating cost nor the Project's operating cost shall include the
replacement of or structural repairs to the roof or the exterior walls, repairs
to the extent covered by warranty or insurance proceeds, alterations within
leased premises of other tenants for their sole or principal benefit, legal or
professional fees incurred by Landlord incurred in negotiating or enforcing
leases of other tenants or incurred for purposes not benefiting all tenants of
the Project. On the first day of each month Tenant shall pay a monthly advance
charge on account of Tenant's pro rata share of the Building's operating cost
and of the Project's operating cost in excess of the Expense Stop. The amount
of the monthly charge shall be established by Landlord and may be adjusted from
time to time by Landlord to reflect the actual cost. Within 120 days after the
end of each fiscal year as established for the Project by Landlord, Landlord
shall provide to Tenant a reasonably detailed summary of the actual operating
costs showing Tenant's actual share and the amount by which Tenant has overpaid
or underpaid. Any overpayment shall be credited to Tenant's operating costs
account no later than the beginning of the next monthly period. Any deficiency
shall be payable within ten days after receipt of the statement. In the
alternative, Landlord may, at its option during all or part of the Term of the
Lease, bill Tenant for its pro rata share of operating cost in excess of the
Expense Stop, in arrears, based on actual costs as they are incurred, in which
case Tenant shall pay the invoice within ten days after receipt.
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7.2 Allocation. Landlord may allocate the Project's operating cost on the
----------
basis of floor area throughout the entire Project, in which case Tenant's pro
rata share shall be the proportion that the rentable area of the Premises bears
to the total rentable area of all rentable space in the Project, or Landlord may
first allocate portions of the Project's operating cost, in a manner selected by
Landlord in good faith in its reasonable discretion, among different buildings
or groups of buildings in the Project, in which case Tenant's pro rata share of
the Project's operating costs shall be the proportion that the rentable area of
the Premises bears to the total rentable area of the building or group of
buildings in which the Premises is located and to which the portion of the
operating costs of the Project has been allocated. In the latter case, Tenant
shall be liable only for its share of the Project's operating costs allocated to
the building or group of buildings that includes the Premises. Tenant's pro rata
share of the Building's operating costs shall be that proportion that the
rentable area of the Premises bears to the total rentable area of all rentable
area in the office building or associated group of buildings in which the
Premises are located. The operating cost for the fiscal year in which this Lease
commences or terminates shall be apportioned so that Tenant shall not be
responsible for costs that relate to periods prior to or subsequent to the Term
of this Lease except any period of holding over. Landlord and Tenant agree that
as of the date of this Lease Tenant's pro rata share is 5.26% (calculated on the
basis of 12,321 rentable square feet in the Premises and 233,821 rentable square
feet in the Project at the date of execution of this Lease).
7.3 Gross-up. The Building's operating cost shall be adjusted to reflect
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level of occupancy such that the cost of services provided to tenants, if any,
which are not provided to vacant space or are provided to vacant space to a
reduced degree, are distributed among those tenants enjoying the services. The
adjustment shall be made based upon sound accounting principles to project costs
at a 95% occupancy level whenever the actual occupancy rate is less than 95%.
In no event shall the adjustment result in reimbursement to Landlord of an
amount in excess of actual costs incurred by Landlord.
ARTICLE 8. CONSTRUCTION
8.1 Delivery. If delivery of possession of the Premises to Tenant is
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delayed beyond the anticipated Commencement Date because of a delay in the
completion of Landlord's Work or because of a failure of an existing tenant to
surrender possession of the Premises to Landlord, then this Lease shall remain
in full force and effect, Landlord shall not be liable to Tenant for any damage
occasioned by the delay, and the Commencement Date shall be changed to the date
actual delivery of possession to Tenant is effected. Notwithstanding the
foregoing, if delivery of possession is delayed more than 60 days after the
anticipated Commencement Date as set forth in Section 1.1, Tenant, by written
notice to Landlord, may terminate this Lease prior to taking possession, and
upon such termination any Security Deposit shall be refunded and both Landlord
and Tenant shall be released of all further obligation hereunder.
8.2 Condition. Landlord, at Landlord's sole cost and expense shall
---------
construct in a workmanlike manner and in accordance with all applicable Laws the
work ("Landlord's
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Improvements") described on Exhibit C. Landlord has no obligation to design or
construct improvements or to make alterations in the Premises except as
specifically set forth in Exhibit C. Any changes in Exhibit C shall be subject
to approval by both Landlord and Tenant. Any defects in the alterations or
additions constructed by Landlord in accordance with Exhibit C shall
automatically be waived unless specified in a written punchlist delivered to
Landlord within ten days after Tenant takes possession. Landlord shall promptly
correct all defects set forth in the punchlist.
8.3 Tenant's Work. Landlord shall permit Tenant and Tenant's
-------------
representatives and contractors to enter the Premises prior to the Commencement
Date in order that Tenant may do such work as may be required by Tenant make the
Premises ready for Tenant's use and occupancy (excluding Landlord's Work)
("Tenant's Work"). Such permission is conditioned upon Tenant and its agents,
contractors, employees and invitees not interfering with Landlord's work in the
Premises, if any, and shall be subject to all the terms of this Lease except
Tenant's obligation to pay Base Rent. Tenant acknowledges and agrees that
Landlord shall not be liable in any way for any injury, loss or damage which may
occur to Tenant, its agents, contractors, employees or invitees or to Tenant's
work and installations made in the Premises, all of the same being at Tenant's
sole risk. Landlord and Tenant agree to reasonably cooperate in accomplishing
Landlord's and Tenant's Work concurrently and will coordinate all Work so as to
minimize interference with one another. All costs of construction of Tenant's
Work are to be borne by Tenant, including, without limitation, the costs of
moving curbs, driveways, landscaping, and sidewalks necessitated by the design
of Tenant's equipment yard.
8.4 Alterations and Approval. Promptly after delivery of the Premises,
------------------------
Tenant shall commence construction of Tenant's Work, at Tenant's sole cost and
expense, by delivering to Landlord plans and specifications (the "Design Plans")
for such work, for Landlord's approval and consent, which shall not be
unreasonably withheld or delayed, except that Landlord reserves the right to
withhold consent in Landlord's sole discretion for Tenant's Work affecting the
structure, safety, efficiency or security of the Building in which the Premises
is located, the systems ("Systems") and equipment ("Equipment") which affect the
Premises and other space in the Building or Project, or the appearance of the
Premises from any common or public areas. At the time Tenant submits the Design
Plans to Landlord, Tenant shall provide Landlord with notice of whether Tenant's
Work will involve or affect any Hazardous Materials, whether such materials are
customary and usual based on standard industry practices, and all other
reasonable details relating thereto.
8.5 Approval Conditions. Landlord reserves the right to impose
-------------------
requirements as a condition of such consent or otherwise in connection with
Tenant's Work, including requirements that Tenant: (i) submit for Landlord's
information the names, addresses and background information concerning all of
the major architects, engineers, contractors, subcontractors and suppliers
Tenant proposes to use, (ii) obtain and post permits, (iii) submit conditional
and final lien waivers in compliance with Arizona law for all architects,
engineers, contractors, subcontractors, and suppliers performing the Work or
Tenant Work, (iv) permit Landlord or its representatives, upon reasonable
notice, to inspect Tenant's Work or the Work at reasonable times, and (v) comply
with such other reasonable requirements as Landlord may
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impose concerning the manner and times in which Tenant's Work shall be done.
Landlord reserves the right to designate and supervise as Landlord sees fit, the
architects, engineers, contractors, subcontractors, and suppliers who will
design and perform Tenant's Work and supply materials affecting the operation of
Building systems and equipment, floor slabs or other load-bearing structural
elements. If requested in writing by Landlord, Tenant shall provide Landlord
with a copy of the complete construction drawings for the build-out and
installation of the Premises.
8.6 Performance of Tenant's Work. Tenant shall use Tenant's best efforts
----------------------------
not to unreasonably disrupt other tenants of the Building during the build-out
and installation of Tenant's Work. Tenant's Work shall be performed: (i) in a
thoroughly first class, professional and workmanlike manner, (ii) only with
materials that are new, high quality, and free of material defects, (iii)
strictly in accordance with Design Plans approved by Landlord in advance in
writing, (iv) so as not to adversely affect the Systems and Equipment or the
structure of the Building or the Project, (v) diligently to completion and so as
to avoid any unreasonable disturbance, disruption or inconvenience to other
tenants and the operation of the Project, and (vi) in compliance with all laws,
the Code and other provisions of this Lease, and such other reasonable
requirements as Landlord may impose concerning the manner and times in which
such Tenant's Work shall be done. Any floor, wall or ceiling coring work or
penetrations or use of noisy or heavy equipment which may unreasonably interfere
with the conduct of business by other tenants at the Project shall, at
Landlord's option, be performed at times other than Landlord's normal business
hours at Tenant's sole cost. If Tenant fails to perform Tenant's Work as
required herein or the materials supplied fail to comply herewith or with the
specifications approved by Landlord, and Tenant fails to cure such failure
within five (5) business days after notice by Landlord (except notice shall not
be required in emergencies), Landlord shall have the right to stop Tenant's Work
until such failure is cured (which shall not be in limitation of Landlord's
other remedies).
8.7 Liens. Tenant shall pay all costs for Tenant's Work when due. Tenant
-----
shall keep the Project and Premises free from any mechanic's, materialmen's,
architect's, engineer's or similar liens or encumbrances, and any claims
therefor, in connection with any of Tenant's Work. Tenant shall remove any
claim, lien, or encumbrance of record relating to, caused by or resulting from
Tenant's Work, by bond or otherwise within fifteen (15) days after notice by
Landlord. If Tenant fails to do so, Landlord may pay the amount (or any portion
thereof) or take such other action as Landlord deems necessary to remove such
claim, lien, or encumbrance, without being responsible for investigating the
validity thereof. The amount so paid and costs incurred by Landlord shall be
deemed additional rent under this Lease payable within 30 days after demand,
without limitation as to other remedies available to Landlord. Nothing
contained in this Lease shall authorize Tenant to do any act which shall subject
Landlord's title to, or any lender's interest in, the Project or Premises to any
such claims, liens, or encumbrances, whether claimed pursuant to statute or
other law or express or implied contract.
8.8 Additional Installations. Tenant shall have the right, subject to the
------------------------
provisions of this Article 8 except section 8.3, and with prior written notice
to Landlord and Landlord's written permission, which shall not be unreasonably
withheld, to install, operate, maintain,
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repair, and test the following equipment. Installation, operation, maintenance,
repair, and testing of the below equipment will be at Tenant's sole expense and
in compliance with all applicable laws. The equipment (with the exception of the
equipment described in subsection 8.8(d), which will be in locations to be
determined in the future) may be installed only in the locations set forth in
Exhibit I attached hereto. Installation of the equipment shall not be commenced
until Tenant has received Landlord's written approval of the location of each
piece of equipment and the screening of each piece of equipment from view, as
well as approval by any governmental planning or building authority with
jurisdiction over the Project ("Governmental Approval"). Tenant will submit all
documents and applications necessary to obtain the Governmental Approval within
2 weeks after the date this Lease is executed. If, despite diligent efforts,
Tenant is unable to obtain the Governmental Approval within 60 days after the
date of this Lease, Tenant may, upon 10 days' notice to Landlord, terminate this
Lease, in which case neither party shall have any further obligation hereunder.
If Tenant does not give notice to Landlord under this provision within 10 days
after expiration of the 60 day period, Tenant will be deemed to have waived the
foregoing right of termination.
(a) Rooftop air conditioning and ventilation units and two
refrigeration chilling towers and associated pipes, conduits, and ductwork
outside the Premises in the Project.
(b) Backup generator (1250 kw/480 volts), fuel tank, and
associated electrical components outside the Premises in the Project. Until
a permanent generator is installed, Tenant shall have the right to install
and operate a temporary generator in an area adjacent to the Premises to
protect Tenant's business from risks attendant to power failure in the
Building.
(c) One GPS antenna, one local 2 way antenna, and no more than 2
satellite disks or dishes, each not more than 39" in diameter, on the roof
of the Building.
(d) Tenant may install two service vaults, on the side of the
Building, by trenching in areas as required for such installation,
including parking lots, sidewalks, curbing, and other common areas, so long
as Tenant refills the trenches and replaces or repairs concrete or paving
after completing the installation. Tenant will have the right to connect
its conduit into the Building and the Premises through penetrations in the
exterior of the Building in locations selected by Tenant (subject to
Landlord approval). Landlord will allow Tenant underground and any other
necessary access in, to, and about the Building to the public rights of way
for installation of Tenant's telecommunications conduit to the Premises.
Tenant may install conduit to construct Tenant's fiber optic system and
Tenant may install two diverse paths for up to two four inch conduits from
the Premises to two separate penetrations in the foundation of the Building
and then to the property line, but in any instance where trenching is
required outside the Premises Tenant will wherever reasonably feasible use
a common trench with other tenants and occupants of the Project so as to
minimize trenching in the Project, and Tenant will in good faith cooperate
with Landlord and such other tenants or occupants in planning for and using
a common trench.
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8.9 Provisions Concerning Installations on and Access to Roof. The weight
---------------------------------------------------------
and size of any installations on the roof of the Building are subject to
Landlord's reasonable approval. All costs of installation and maintenance of
installations on the roof shall be borne by Tenant. Any such installation shall:
(i) be done in a manner that does not affect coverage or protection afforded by
any roof warranty or maintenance contract; (ii) not result in any penetration of
the roof membrane; (iii) be consistent with structural support requirements, as
reasonably reviewed and approved by Landlord; (iv) be performed under Landlord's
supervision in accordance with approved plans; (v) be screened from view at
ground level from any portion of the Project common areas or neighboring
properties by screening approved by Landlord; and (vi) be maintained, serviced,
powered, and repaired at Tenant's sole cost and expense. Landlord shall be
entitled to establish reasonable restrictions on roof access as necessary to
protect coverage or protection afforded by any roof warranty or maintenance
contract. Notwithstanding anything to the contrary in this Lease, Landlord shall
be released of all liability and responsibility for, and Tenant shall be solely
responsible for, all costs and expenses, including but not limited to, those
arising from roof leaks, resulting from the installation, maintenance, use or
operation of the satellite dish or related equipment.
ARTICLE 9. REPAIR/MAINTENANCE/UTILITIES
9.1 Landlord's Responsibilities. Landlord shall maintain, at its sole
---------------------------
cost and expense, the plate glass, doors, and all heating, air conditioning,
ventilation, electrical and plumbing systems serving the Premises, in good
condition and repair. Landlord shall, at its sole cost and expense, repair and
maintain the common facilities, the roof and structural elements of the
Premises, and all utility lines below grade or in the common facilities.
Landlord shall not be responsible to make any non-routine repairs or perform any
non-routine maintenance unless written notice of the need for such repairs or
maintenance is given by Tenant. In the event Tenant or Tenant Parties misuse or
intentionally damage the Premises or improvements contained therein, Landlord
shall be reimbursed by Tenant for the costs thereof, including a ten percent
administrative fee for such work, within ten days after written request
therefor, accompanied by evidence reasonably supporting such costs. Except in
the case of a fire or casualty as provided in Article 13, there shall be no
abatement of rent and no liability of Landlord by reason of any entry to the
Premises, interruption of services or facilities, temporary closure of common
facilities, or temporary interference with Tenant's business arising from the
making of any repairs or maintenance.
9.2 Tenant's Obligations. Tenant shall maintain the interior of the
--------------------
Premises and the improvements installed therein by Tenant in good condition and
repair. If Tenant does not comply with its obligations under this Article,
Landlord may, but need not, make such repairs and replacements or obtain
maintenance and service contracts, and Tenant shall pay Landlord the cost upon
demand. Tenant may test Tenant's generator only at times reasonably approved in
advance, in writing, by Landlord.
9.3 Janitorial Services. Tenant shall be responsible for providing
-------------------
janitorial services for the Premises consistent with that provided for
comparable office space located in the Phoenix metropolitan area.
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9.4 Utilities. All utility charges for the Premises shall be separately
---------
metered or submetered. Tenant shall pay directly to any public utility for any
utility which it uses in the Premises that is separately metered by such utility
and shall pay to Landlord, prior to delinquency, for any utilities supplied to
the Premises that are measured by a submeter, which is part of a Master Meter
for the Project, or portion thereof. The foregoing allocation shall not include
amounts attributable to special rates or factors not applicable to Tenant. With
any invoice for payment of Tenant's share of submetered utilities, Landlord
shall include a copy of the bill from the utility for the time period for which
Tenant is being invoiced.
ARTICLE 10. TENANT'S WORK, ALTERATIONS AND PERSONAL PROPERTY
Tenant shall not commence Tenant's Work or any alterations, additions or
improvements to the Premises, including signs, without the prior written consent
of Landlord, which shall not be unreasonably conditioned, withheld, or delayed.
All such Tenant's Work, alterations, additions, or improvements shall be made or
done in accordance with plans and specifications approved by Landlord. Landlord
may, if in Landlord's reasonable judgment the circumstances require it,
condition its consent upon provision of a payment bond, in amount and form
reasonably satisfactory to Landlord, covering the work to be done by Tenant's
contractor. Any part of Tenant's Work, alterations, additions or improvements to
the Premises, including signs, but not including movable furniture, trade
fixtures, equipment, and co-located equipment and specifically excluding the
items described on Exhibit G hereto, shall, at Landlord's option, at the
termination or expiration of this Lease or of Tenant's right to possession,
become a part of the realty and belong to Landlord. Except as specifically set
forth in Article 8 above, Tenant shall not install any antenna, satellite dish
or other fixture or equipment on the roof or in the common facilities. In the
event Landlord consents to the making of any alterations, additions or
improvements to the Premises by Tenant, they shall be made by Tenant at Tenant's
sole cost and expense. Any contractor or person selected by Tenant to perform
work within the Premises must first be approved in writing by Landlord. Tenant
shall not permit any mechanic's or materialmen's lien to stand against the
Premises for any labor or materials provided to the Premises by any contractor
or other person hired or retained by Tenant. Tenant shall cause any such lien to
be discharged (by bonding or otherwise) within ten days after demand by
Landlord, and if it is not discharged within ten days, Landlord may pay or
otherwise discharge the lien and immediately recover all amounts (including
attorney's fees and costs) so expended from Tenant as additional rent. Tenant's
Work and all alterations and improvements shall be constructed of new materials,
in a good workmanlike manner, in accordance with applicable laws and codes,
including without limitation the Americans with Disabilities Act. Upon the
expiration or sooner termination of the Term of this Lease or of Tenant's right
to possession, Tenant shall, upon demand by Landlord, at Tenant's sole cost and
expense, forthwith remove any alterations, additions or improvements made by
Tenant, designated by Landlord to be removed, and Tenant shall, forthwith at its
sole cost and expense, repair any damage to the Premises caused by such removal
and restore the Premises to a condition reasonably comparable to their condition
at the commencement of the Lease (reasonable wear and tear excluded).
ARTICLE 11. CERTAIN RIGHTS RESERVED BY LANDLORD
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Landlord shall have the right:
(a) To change the Project's name or street address;
(b) To enter the Premises either personally or by a designated
representative upon 24 hours prior notice to Tenant for the purpose of
examination or inspection (except in the event of an emergency when no notice
shall be required) and in showing the Premises to prospective lenders or
purchasers;
(c) To enter the Premises either personally or by a designated
representative upon 24 hours prior notice to Tenant during the last six months
of the Initial Term or Renewal Period, as the case may be, (if Tenant has not
elected to exercise its renewal rights), for purposes of showing the Premises to
prospective tenants;
(d) To grant to anyone the exclusive right to conduct any business or
render any service in or to the Project, provided such exclusive right shall not
operate to exclude Tenant from the use expressly permitted under Article 4;
(e) To retain at all times and to use, subject to the foregoing
limitations, keys to all doors within and into the Premises. No locks shall be
changed without the prior written consent of Landlord except that Tenant may
install an encoded key card security and lock system so long as Tenant provides
Landlord with an entry key for use in accordance with Landlord's rights and
obligations under this Lease. This provision shall not apply to Tenant's safes,
or other areas maintained by Tenant for the safety and security of monies,
securities, negotiable instruments or like items; and
(f) To restrict or prohibit vending or dispensing machines of any kind
in or about the Premises, except to the extent such machines are used solely for
the personal use of Tenant, its employees, licensees and agents and are not
visible from the common facilities.
ARTICLE 12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE
12.1 Tenant's Responsibility. Tenant shall defend, indemnify and hold
-----------------------
Landlord harmless from any and all claims arising from Tenant's use of the
Premises or the conduct of its business or from any activity, work, or thing
done, permitted or suffered by Tenant in or about the Premises, regardless of
fault or negligence which is imputed to Landlord as the owner of the Project but
which involves a condition of the Premises within the control of Tenant, its
employees or contractors. Tenant shall further defend, indemnify and hold
Landlord harmless from any and all claims arising from any breach or default in
the performance of this Lease by Tenant, or arising from any act or negligence
of Tenant, or of its agents or employees, and from all costs, attorneys' fees,
expenses and liabilities incurred as a result of any such claim. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons, in, upon, or about the Premises from
any cause, and Tenant hereby waives all claims in respect thereof against
Landlord, unless caused by active negligence of Landlord, its agents or
employees. Landlord shall not be liable for loss of or damage to any property by
theft or otherwise, or for any injury or
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damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water or rain which may leak from any part of any
building or from the pipes, appliances or plumbing works therein, or from the
roof, street or subsurface, or from any other place resulting from dampness or
any other cause whatsoever. Landlord shall not be liable for interference with
the natural light. Tenant shall give immediate notice to Landlord of any fire,
accident or defect discovered with the Premises or the Building. Tenant
acknowledges that it can protect itself against any or all of the foregoing
risks by procuring appropriate insurance.
12.2 Tenant's Insurance. Throughout the Term of this Lease Tenant shall
------------------
maintain ISO Special Form property insurance, including building and machinery
comprehensive form, in an amount equal to one hundred percent of the replacement
value of Tenant's trade fixtures, equipment, and other personal property located
on the Premises together with such other insurance as may be reasonably required
by Landlord's lender or by any government agency. All proceeds of Tenant's
policy of property insurance shall be payable to Tenant, and all proceeds of
policies of insurance procured by Landlord shall be payable to Landlord. Tenant
hereby waives any right to recovery from Landlord and Landlord hereby waives any
right of recovery from Tenant for any loss or damage (including consequential
loss) resulting from any of the perils insured against in the special form
property insurance policy with extended coverage endorsement. During the Term of
this Lease, Tenant shall, at Tenant's expense, maintain commercial general
liability insurance against claims for personal injury, death or property damage
occurring in, upon or about the Premises in an amount not less than $5,000,000
per occurrence and $5,000,000 annual aggregate (with a separate general
aggregate limit for the Premises), automobile liability insurance with a
combined single limit or equivalent in an amount not less than $2,000,000, and
workers' compensation insurance as provided by law. Tenant's policies of
liability insurance shall name Landlord as an additional insured, shall provide
coverage for blanket contractual liability, premises, products/completed
operations, and personal and advertising injury coverage. Tenant's policies of
insurance shall be primary and not contributory as to other insurance purchased
by or available to Landlord. A certificate of the insurance required to be
carried by Tenant under this Article 12 shall be delivered to Landlord prior to
the Commencement Date and thereafter at least thirty days prior to the
expiration of the then current policies. Upon the written request of Landlord,
copies of such policies shall also be delivered to Landlord. Each policy shall
contain an endorsement prohibiting cancellation or non-renewal without at least
thirty days prior notice to Landlord.
ARTICLE 13. FIRE AND CASUALTY
Except as hereafter provided, if the Premises are wholly or partially
destroyed or damaged by fire or other casualty, Landlord shall restore the
Premises with reasonable diligence; provided, however, that Landlord shall have
no obligation to restore improvements not originally provided by Landlord or to
replace any of Tenant's fixtures, furnishings, equipment or personal property.
Landlord need not commence repairs until insurance proceeds are available.
Proceeds of insurance payable with respect to a fire or other casualty shall be
received and held by Landlord. In the event the Premises are destroyed or
damaged by any fire or casualty not covered by the insurance maintained by
Landlord or to the extent of not less than twenty-five percent of the
replacement cost thereof, or if the fire or casualty
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occurs within the last year of the Term of the Lease, then Landlord or Tenant
shall have the option to terminate this Lease by giving notice to the other
party within sixty days after the occurrence of such damage or destruction, in
which case Landlord shall retain all insurance proceeds with respect to the
Premises as its own property. If Landlord does not terminate this Lease as
provided above, this Lease shall continue in full force and effect, but Base
Rent shall be equitably abated as determined in Landlord's reasonable discretion
until the restoration is substantially complete. The provisions of this Lease
shall govern when this Lease shall be terminable as a result of a fire or
casualty, and no other rule or statute on the subject shall apply.
Notwithstanding anything in this Article 13, if, due to fire or other casualty,
Tenant is unable to use the Premises for conduct of Tenant's business and the
fire or casualty damage, in the parties' reasonable estimation, cannot be
repaired and the Premises restored to Tenant within 60 days after the date of
the casualty, Tenant may terminate this Lease by notice to Landlord within 30
days after the date of the casualty.
ARTICLE 14. CONDEMNATION
In the event any portion of the Premises shall be appropriated or taken
under the power of eminent domain which Tenant determines in its reasonable
judgment renders the Premises unusable by Tenant, either Landlord or Tenant
shall have the right to terminate this Lease, as of the date Tenant is required
to vacate a portion of the Premises, by giving notice in writing of such
election within thirty days after receipt by Tenant from Landlord of written
notice that Tenant's Premises have been or will be so appropriated or taken. If
neither Landlord nor Tenant elects to so terminate this Lease, or in the event
no portion of the Premises shall be appropriated under the power of eminent
domain by any public or quasi-public authority, then Landlord shall restore the
Premises to the extent practicable to their condition prior to the taking, and
thereafter the Base Rent shall be reduced on an equitable basis, taking into
account the relative value of the portion taken as compared to the portion
remaining. All awards or compensation for any taking of any part of the
Premises, whether payable to Landlord or Tenant, shall be the sole property of
Landlord. Notwithstanding anything to the contrary contained herein, Tenant
shall be entitled to receive any portion of an award of compensation relating to
damage to or loss of trade fixtures or other personal property belonging to
Tenant. Landlord shall be under no obligation to restore or replace Tenant's
furnishings, trade fixtures, equipment and personal property. For the purposes
of this Article 14, a voluntary sale or conveyance in lieu of condemnation shall
be deemed an appropriation or a taking under the power of eminent domain.
ARTICLE 15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD
15.1 Transfer by Tenant. Tenant shall not, either voluntarily or by
------------------
operation of law, assign, hypothecate or transfer this Lease, or sublet the
Premises or any part thereof, or permit the Premises or any part thereof to be
occupied by anyone other than Tenant or Tenant's employees, without Landlord's
prior written consent, which shall not be unreasonably withheld, provided the
proposed assignee or sublessee is reasonably satisfactory to Landlord as to
credit and character and will occupy the Premises for purposes not inconsistent
with Tenant's purposes as stated in Article 4. Landlord shall be under no
obligation to give or withhold consent until after all information reasonably
required by Landlord with respect to
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the identity, background, experience and financial worth of the proposed
assignee, transferee, or subtenant has been provided to Landlord. In the event
Landlord fails to respond to Tenant's request to make an assignment or sublease
of its interest hereunder within thirty days after receipt of all the reasonably
requested information has been delivered to Landlord, it shall be deemed that
Landlord has not consented to the assignment or sublease. No hypothecation,
assignment, sublease or other transfer to which Landlord has consented shall be
effective for any purpose until such time as fully executed documents of such
transaction have been provided to Landlord, and, in the case of an assignment,
the assignee has attorned directly to Landlord, and in the case of a sublease,
the sublessee has acknowledged that the sublease is subject to all of the terms
and conditions of this Lease. Any assignment, mortgage, transfer or subletting
of this Lease which is not in compliance with the provisions of this Article 15
shall be voidable and shall, at the option of Landlord, terminate this Lease.
The consent by Landlord to an assignment or subletting shall not be construed as
relieving Tenant from obtaining the express written consent of Landlord to any
further assignment or subletting or as releasing Tenant from any liability or
obligation hereunder, whether or not then accrued. Except as provided in this
Article, this Lease shall be binding upon and inure to the benefit of the
successors and assigns of the parties.
15.2 Splitting Profits. In the event Landlord has approved an assignment
-----------------
or sublease of this leases as hereinabove provided, then Tenant shall pay to
Landlord when and as received by Tenant one half of any consideration received
by Tenant on account of any assignment or sublease to which Landlord's consent
is required hereunder. Such payment to Landlord shall be equal to fifty percent
of any consideration received by Tenant in excess of the Base Rent and other
charges then payable by Tenant hereunder, after Tenant has recovered in full
Tenant's reasonable costs, fees and expenses incurred in connection with such
assignment or sublease, but limited to reasonable brokerage commissions,
reasonable costs of architectural and engineering fees, and leasehold
improvements required by the assignee or sublessee.
15.3 Sale of Property. In the event of a sale or conveyance by Landlord
----------------
of the Premises, Landlord shall be relieved of all future liability for the
covenants or conditions, express or implied, in favor of Tenant, and Tenant
shall look solely to Landlord's successor in interest. This Lease shall not be
affected by any sale, and Tenant shall attorn to the successor-in-interest. If
any Security Deposit has been made by Tenant, the successor-in-interest shall be
obligated to return it in accordance with the terms hereof and Landlord shall be
discharged from any further liability in reference thereto.
ARTICLE 16. ESTOPPEL CERTIFICATE
16.1 Certification. Tenant shall at any time and from time to time upon
-------------
not less than fifteen days' prior written notice from Landlord execute,
acknowledge and deliver to Landlord a statement in writing (i) certifying that
this Lease is unmodified and in full force and effect (or if modified, stating
the nature of such modification and certifying that this Lease, as so modified,
is in full force and effect) and the dates to which the rental and other charges
are paid in advance, if any; (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults if they are claimed; and (iii) certifying such other matters
relating to this Lease as Landlord may
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reasonably request. Any such statement may be relied upon by any prospective
purchaser or encumbrancer of all or any portion of the real property of which
the Premises are a part.
16.2 Failure to Provide. Tenant's failure to deliver a statement within
------------------
the fifteen day time period prescribed above shall be conclusive upon Tenant (i)
that this Lease is in full force and effect, without modification except as may
be represented by Landlord, (ii) that there are no uncured defaults in
Landlord's performance, and (iii) that not more than one month's rental has been
paid in advance.
ARTICLE 17. LANDLORD'S REMEDIES
17.1 Events of Default. The following shall constitute events of default:
-----------------
(a) Tenant's failure to pay rent or any other amount due under this
Lease within five days after receipt of a notice of nonpayment.
(b) Tenant's failure to execute, acknowledge and return an estoppel
certificate which complies with the requirements of Article 16 or a
subordination agreement which complies with the requirements of Article 19,
within fifteen days after receipt of written request.
(c) Tenant's failure to perform any other obligation under this
Lease within fifteen days after notice of nonperformance; provided,
however, that if the breach is of such a nature that it cannot be cured
within fifteen days after receipt of written request, Tenant shall be
deemed to have cured if cure is commenced promptly (which, in no event
shall be later than fifteen days following notice of nonperformance) and
diligently pursued to completion; and provided further, that in the event
of a breach involving an imminent threat to health or safety, Landlord may
in its notice of breach reduce the period for cure to such shorter period
as may be reasonable under the circumstances.
17.2 Remedies. Upon the occurrence of an event of default, Landlord, at
--------
any time thereafter without further notice or demand, may exercise any one or
more of the following remedies concurrently or in succession:
(a) Terminate Tenant's right to possession of the Premises by legal
process or otherwise, with or without terminating this Lease, and retake
exclusive possession of the Premises.
(b) From time to time relet all or portions of the Premises, using
reasonable efforts to mitigate Landlord's damages. In connection with any
reletting, Landlord may relet for a period less than or extending beyond
the Term of this Lease and may make alterations or improvements to the
Premises without releasing Tenant of any liability. Upon a reletting of all
or substantially all of the Premises, Landlord shall be entitled to recover
all of its then prospective damages for the balance of the Term of the
Lease measured by the difference between amounts payable under this Lease
and the anticipated net proceeds of reletting. In no
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event shall Tenant be entitled to receive any amount representing the
excess of avails of reletting over amounts payable hereunder.
(c) From time to time recover accrued and unpaid rent and damages
arising from Tenant's breach of the Lease, regardless of whether the Lease
has been terminated, together with applicable late charges and interest at
the rate of 18% per annum or the highest lawful rate, whichever is less.
(d) Recover all reasonable attorneys' fees and other expenses
incurred by Landlord in connection with enforcing this Lease, recovering
possession and collecting amounts owed.
(e) Perform the obligation on Tenant's behalf and recover from
Tenant, upon demand, the entire amount expended by Landlord plus 15% for
handling, supervision, and overhead.
(f) Terminate this Lease for any breach and recover from Tenant all
reasonable damages it may incur by reason of such breach, including the
reasonable cost of recovering the Premises, and including the worth at the
time of such termination of the excess, if any, of the amount of Base Rent
and charges equivalent to rent reserved in this Lease for the remainder of
the stated Term over the then reasonable rental value of the Premises for
the remainder of the stated Term, all of which amounts shall be immediately
due and payable from Tenant to Landlord.
(g) Pursue any other remedies available at law or in equity.
17.3 Subleases. Upon a termination of Tenant's right to possession,
---------
whether or not this Lease is terminated, subtenancies and other rights of
persons claiming under or through Tenant: (i) shall be terminated or (ii)
Tenant's interest shall be assigned to Landlord, except that this provision
shall not affect or alter any rights of Tenant's asset based lender pursuant to
an executed and recorded Landlord Waiver. Landlord may separately elect
termination or assignment with respect to each such subtenancy or other matter.
ARTICLE 18. NOTICES
Notices required or permitted hereunder shall be given in writing,
personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid, or by a nationally recognized overnight courier
service (e.g., Federal Express, DHL) at the addresses set forth in Sections L
and M of the Basic Lease Provisions or at any other address designated by
Landlord or Tenant, in writing, and any such notice of communication shall be
deemed to have been given as of the date of delivery, if hand- or courier-
delivered (including Federal Express or other established overnight service
which obtains a signed receipt upon delivery), or as of three days after the
date of mailing if mailed certified, return receipt requested, postage prepaid.
ARTICLE 19. SUBORDINATION/QUIET ENJOYMENT
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19.1 Subordination. Landlord expressly reserves the right at any time to
-------------
place liens and encumbrances on and against the Premises and the Project,
superior in lien and effect to this Lease and the estate created hereby, and
Tenant shall execute upon request subordination agreements to that effect;
provided however, that the subordination agreement shall provide that the holder
of the encumbrance will recognize Tenant's rights, notwithstanding any
foreclosure of the lien or encumbrance and also provided that any subordination
will not affect the rights of Tenant's asset based lender pursuant to a
previously executed and recorded Landlord Waiver. Landlord shall obtain a non-
disturbance agreement in favor of Tenant from Landlord's lenders, in
substantially the lender's standard form, within 30 days after execution of this
Lease by Tenant.
19.2 Quiet Enjoyment. Subject to the other provisions of this Lease and so
---------------
long as Tenant faithfully pays all rent and additional rent and other amounts
owed under this Lease and performs and complies with the obligations and
conditions to be performed and complied with by Tenant under this Lease, Tenant
shall enjoy and have throughout the Term of the Lease the quiet and undisturbed
possession of the Premises. Tenant acknowledges that Landlord may conduct a
remodeling of portions of the Project during the Term of this Lease, including
among other things the construction of upper level mall areas, the possible
enclosing of some of the mall areas, the demolition of certain buildings, the
construction of a new parking structure and other buildings, the realignment of
interior roadways and access routes to the Project. Tenant agrees that provided
Tenant continues to have parking available in the Project, access to the Project
and Premises, and use of the Premises that such activities shall not be deemed a
breach of the foregoing covenant.
19.3 Waiver of Landlord's Lien. Landlord hereby expressly waives any lien
-------------------------
under ARS (S)(S)33-361 and 362, and any other liens Landlord may have under law
or otherwise, in any of Tenant's furniture, fixtures, equipment, or other
personal property located in the Premises including all items described on
Exhibit G. Within 20 days after written request, Landlord will confirm its
waiver and use Landlord's best efforts to cause the owner of any superior
leasehold to Landlord or any secured lender to confirm its waiver in writing in
substantially Tenant's lender's standard form. Simultaneously with the
execution of this Lease, Landlord shall execute, acknowledge for recording, and
deliver to Tenant, a Landlord Waiver in substantially the form attached hereto
as Exhibit J, which has been joined in recordable form by any ground or other
lessor with respect to the Premises, together with a nondisturbance agreement in
recordable form satisfactory to Tenant from any ground or other lessor.
Simultaneously with execution of this Lease, Landlord shall deliver a recordable
joinder to such Landlord Waiver and a recordable Non-Disturbance Agreement
executed by any lender holding a secured interest superior to that of Tenant in
the Premises.
ARTICLE 20. BROKERS
Both Landlord and Tenant represent that they have dealt with no other
broker than as set forth in Sections N and O of the Basic Lease Provisions in
connection with the negotiation, execution and delivery of this Lease (the
"Broker"). Landlord agrees to pay a reasonable commission to the Broker, subject
to the terms of a separate agreement between Landlord and
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Broker. If any person other than the Broker shall assert a claim to a finder's
fee, brokerage commission or other compensation on account of alleged employment
as finder or broker or performance of services as a finder or broker in
connection with this transaction, the party against whom the finder or broker is
claiming shall indemnify and hold the other party harmless from and against any
such claim and all costs, expenses and liabilities incurred in connection with
such claim or any action or proceeding brought thereon, including but not
limited to attorneys' fees and court costs in defending such claim.
ARTICLE 21. RELOCATION {INTENTIONALLY OMITTED]
ARTICLE 22. SIGNAGE
Landlord shall retain control over the exterior appearance of the Building
and the Premises as viewed from the public. Tenant shall not install or permit
to be installed any drapes, shutters, signs, lettering, decoration, advertising
or any items on the outside of the Premises or in the interior of the Premises
which are visible from the outside of the Premises and in any way adversely
alter the exterior appearance of the Building or the Premises. Notwithstanding
the foregoing, Tenant shall have the right at its sole cost and expense to
install signage on the south face of Building 3, provided Tenant obtains the
Landlord's prior written consent as to its size, color, design and location. All
letters or numerals on such signage shall be in accordance with the criteria
established by Landlord for the Project.
ARTICLE 23. GENERAL PROVISIONS
23.1 Force Majeure. This Lease and the obligations of Tenant hereunder
-------------
shall not be affected or impaired because Landlord is unable to fulfill any of
its obligations hereunder or is delayed in doing so if such inability or delay
is caused by reason of any strike, lockout, civil commotion, war-like
operations, invasion, rebellion, hostilities, military or usurped power,
sabotage, governmental regulations or controls, inability to obtain any
material, service or financing, Act of God or other cause beyond the control of
the Landlord.
23.2 Rules. Tenant and its officers, agents, employees, and customers shall
-----
comply with the rules and regulations established by Landlord and attached
hereto as Exhibit D and with such modifications and additions as Landlord may
hereafter make for the Project; provided, however, that such rules and
regulations shall not materially abrogate any right or privilege expressly
granted to Tenant in this Lease. Any violation of the rules and regulations
shall constitute a breach of this Lease.
23.3 Captions. The article captions contained in this Lease are for
--------
convenience only and shall not be considered in the construction or
interpretation of any provision.
23.4 Integration. This Lease contains all of the agreements of the parties
-----------
hereto with respect to any matter covered or mentioned in this Lease, and no
prior agreement or understanding pertaining to any matter shall be effective for
any purpose. No provision of this Lease may be amended or added to except by an
agreement in writing signed by the parties hereto or their respective successors
in interest.
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23.5 No Offer. Submission of this instrument for examination shall not
--------
bind Landlord in any manner, and no lease or obligations of Landlord shall arise
until this instrument is signed and delivered by Landlord and Tenant.
23.6 No Waiver. No waiver by Landlord of any provision of this Lease or
---------
any breach by Tenant hereunder shall be deemed to be a waiver of any other
provision hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant,
whether or not similar to the act so consented to or approved. No act or thing
done by Landlord or Landlord's agent during the Term of this Lease shall be
deemed an acceptance of a surrender of the Premises, and no agreement to accept
a surrender shall be valid unless in writing and signed by Landlord. No
employee of Landlord or of Landlord's agents shall have any power to accept the
keys to the Premises prior to the termination of this Lease, and the delivery of
the keys to any employee shall not operate as a termination of the Lease or a
surrender of the Premises.
23.7 Deadlines. Time is of the essence of this Lease.
---------
23.8 No Accord or Satisfaction. No payment by Tenant or receipt by
-------------------------
Landlord of a lesser amount than the rent and other sums due hereunder shall be
deemed to be other than on account of the earliest rent or other sums due, nor
shall any endorsement or statement on any check or accompanying any check or
payment be deemed an accord and satisfaction; and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of such
rental or other sum and the pursue any other remedy provided in this Lease.
23.9 Non-Recourse Liability. If Landlord fails to perform any of its
----------------------
obligations under this Lease and, as a consequence of such nonperformance,
Tenant recovers a money judgment against Landlord, such judgment shall be
satisfied only out of Landlord's interest in the Project. Landlord, its
affiliates, heirs, personal representatives, successors or assigns, shall have
no liability whatsoever for any deficiency, and no other assets of Landlord, its
affiliates, heirs, personal representatives, successors or assigns, shall be
subject to levy, execution or other enforcement procedures as a result of such
judgment.
23.10 Governing Law; Choice of Forum. This Lease shall be deemed to be made
------------------------------
under, shall be construed in accordance with, and shall be governed by the
internal, substantive laws of the State of Arizona (without reference to choice
of law principles). Any action brought to interpret, enforce, or construe any
provision of this Lease shall be commenced and maintained in the Superior Court
of the State of Arizona in and for the County of Maricopa (or, as may be
appropriate, in the Justice Courts of Maricopa County or in the United States
District Court for the District of Arizona if, but only if, the superior court
lacks or declines jurisdiction over such action). The parties irrevocably
consent to jurisdiction and venue in such courts for such purposes and agree not
to seek transfer or removal of any action commenced in accordance with the terms
of this paragraph.
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23.11 Exhibit. All Exhibits and Riders referred to herein and attached
-------
hereto are a part hereof.
23.12 Successors and Assigns. This Lease shall be binding upon and inure to
----------------------
the benefit of the parties and their respective successors in interest and
permitted assigns, provided, however, Tenant may not assign this Lease except as
provided herein.
ARTICLE 24. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS
24.1 Co-location. Tenant shall have the right to co-locate certain
-----------
customer equipment in the Premises for the purpose of connecting such customer
equipment to Tenant's facilities in the provision of Tenant's telecommunication
services to customers. Tenant shall defend, indemnify, and hold Landlord
harmless from, for, and against any and all claims of and from such customers
relating to such co-location. So long as such co-location does not overburden
the Premises, by, for example, stressing or straining any Building mechanical,
structural, or electrical component, Tenant shall not be required to pay to or
share with Landlord any profits or co-location fees or charges Tenant receives
from the customers whose equipment is co-located. No tenancy or subtenancy
shall be created by co-location of equipment allowed under this Article, nor
shall co-location under this provision be considered an assignment or transfer
under Article 15 of this Lease.
24.2 Right to Serve Other Tenants. Subject to the provisions of a License
----------------------------
Agreement in substantially the form attached hereto as Exhibit F, Tenant shall
have the right to provide telecommunications services to other Tenants of the
Building and the Project. Tenant shall be permitted reasonable access to the
Premises, the Building, and the Project for the purpose of installing,
operating, repairing, and maintaining the facilities and equipment
(collectively, the "System") connecting Tenant's network to the Project's
tenants. Tenant may offer its services through its network to tenants in the
Project in the same manner as any third party vendor. Prior to any System
installation, Tenant will consult with the Landlord to determine an appropriate
entrance plan and Tenant will not proceed with installation until Landlord's
written approval has been obtained. Tenant will perform any installation in
accordance with Article 10 above and in such a manner as to not interrupt
Building or Project operations. Tenant will restore the Building or the Project
to its original condition, and bear all costs for rearrangements or restoration,
as necessary.
LANDLORD: TENANT:
PARK CENTRAL MALL, L.L.C. PAC-WEST TELECOMM, INC.,
an Arizona limited liability company a California corporation
By: Pensus Park Central, L.L.C.,
an Arizona limited liability By: ______________________________
company, its Authorized Member Name: ____________________________
Title: ___________________________
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By: ______________________________
Name: ____________________________
Title: ___________________________
25
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EXHIBIT A
FLOOR PLAN OF THE PREMISES
26
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EXHIBIT B
SITE PLAN OF THE PROJECT
27
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EXHIBIT C
LANDLORD'S IMPROVEMENTS
The following is a description of the construction and limitations of same,
which shall be provided by Landlord. As to all building materials and equipment
which Landlord may be obligated to supply under the "Description of Landlord's
Work (Building Shell)", Landlord has employed qualified architects, engineers,
and contractors and their work shall be supervised to provide Tenant with
construction, by standard methods, of good and workmanlike quality. Perfection
beyond this quality will be Tenant's responsibility and at Tenant's expense.
A. Structure
---------
1. Construction shall not be less than Type IIN sprinkled (or
sprinkler mains provided) in accordance with the building codes of the City of
Phoenix (the "Code").
2. Landlord shall perform any demolition work necessary and may in
the course of remodeling structurally reinforce columns or other building
components as may be required.
3. Tenant's Premises shall have substantially the measurements
provided in this Lease, said measurements to be from the outside of exterior
walls and from the center of interior demising partitions.
4. Storefront (including exterior doors) will be provided by
Landlord.
5. Exterior trim and other exterior work normally requiring painting
shall be painted.
6. Ceiling, marquees, and screens on the exterior work normally
requiring painting shall be painted.
7. Demising partitions constructed by Landlord shall, at Landlord's
option, be concrete, block, brick, lath, plaster, or drywall, over wood or metal
studs, or other suitable material permitted by Code.
8. Floor shall be unfinished concrete over 100% of the Premises.
9. Landlord to provide stairwells and one freight elevator. Prior to
and as part of the Premises build out, Landlord will dismantle and remove the
stairwell in the Premises at Tenant's cost, without markup by Landlord. This
removal shall be for a time period to allow Tenant to complete its construction
and build out of the Premises. During this period, Tenant's access will be by
the elevator. Upon completion of Tenant's Work in the Premises, Tenant will
notify Landlord and Landlord may then reinstall the stairwell at Tenant's
expense, without markup. Tenant shall reimburse Landlord for the cost of removal
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and reinstallation of the stairwell within 30 days after Tenant's receipt of an
invoice from Landlord detailing the cost of the removal and reinstallation.
B. Interior Finishes
-----------------
Asbestos will be abated by Landlord at Landlord's sole cost in
compliance with the recommendation from a reputable Environmental Contractor.
C. Walkways, Emergency Exits
-------------------------
1. Walkways adjacent to the Premises shall be tile, concrete or such
other materials selected by Landlord.
2. If an emergency exit/service door is required, such door will be
provided at a location determined by Landlord and exit signs and emergency
lighting provided.
3. If a new exit from the Building to the outside is required due to
Landlord's rental of space proximate to the Premises to third parties, Landlord
shall supply and install such new exit at Landlord's expense.
D. Utilities
---------
1. Water service (cold only) and sewer line will be provided to the
Premises at a location determined by Landlord.
2. Automatic sprinklers or an automatic sprinkler main shall be
installed to serve the Premises and the area between suspended ceiling and the
roof deck.
3. Telephone service from a central distribution point and an empty
conduit shall be provided to the Premises.
4. Landlord will not provide electrical service to the Premises.
Tenant, as part of Tenant's Work, will upgrade the existing electrical system
serving the Premises to the following specifications: 2000 Amps at 480 Volts.
The upgrade will be Tenant's Work, performed at Tenant's sole expense, except
that if the upgrade work costs more than $10,000.00, as established by invoices
and other evidence of cost reasonably satisfactory to Landlord, Landlord agrees
that it will bear 50% of all amounts over $10,000.00 paid by Tenant for the
upgrade work.
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EXHIBIT D
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed, printed or affixed on or to any part of the outside of the
Premises or the surrounding area without the prior written consent of the
Landlord being first obtained. If such consent is given by Landlord, Landlord
may regulate the manner of display of the sign, placard, picture, advertisement,
name or notice. Landlord shall have the right to remove any sign, placard,
picture, advertisement, name or notice which has not been approved by Landlord
or is being displayed in a non-approved manner without notice to and at the
expense of the Tenant. All approved signs or lettering on doors shall be
printed, painted, affixed or inscribed at the expense of Tenant by a person
approved by Landlord. Tenant shall not place anything or allow anything to be
placed near the glass of any window, door, partition or wall which may appear
unsightly from outside of the Building.
2. The sidewalks, halls, passages, exits and entrances shall not be obstructed
by the Tenant or used by it for any purpose other than for ingress and egress.
The halls, passages, exits and entrances are not for the use of the general
public other than persons who are making use of the services offered by Tenant,
and the Landlord shall in all cases retain the right to the control thereof and
prevent access thereto by all persons whose presence in the judgment of the
Landlord shall be prejudicial to the safety, character, reputation and interest
of the Building or its Tenant; provided, however, that nothing herein contained
shall be construed to prevent access by persons with whom the Tenant normally
deals in the ordinary course of Tenant's business. No Tenant and no employees
or invitees of any Tenant shall go upon the roof of the Building without
Landlord's prior consent.
3. Tenant shall not alter any lock or install any new additional locks or any
bolts on any door of the Premises without the prior written consent of Landlord.
4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purposes other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from a violation of this rule shall be
borne by the Tenant who, or whose employees or invitees, shall have caused it.
5. Tenant shall not mark on or drive nails, screw or drill into the
partitions, woodwork or plaster (except as may be incidental to the hanging of
wall decorations), and shall not in any way deface the Premises or any part
thereof.
6. Tenant shall not cause any unnecessary labor by reason of Tenant's
carelessness or indifference in the preservation of good order and cleanliness.
Landlord shall in no way be responsible to any Tenant for any loss of property
in the Building, however, occurring, or for any damage done to the effects of
any Tenant, by or as a result of the acts of any employee or contractor of
Landlord, or any other person.
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7. Tenant shall not use, keep or permit to be used or kept any food or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Project by reason of noise, odors and/or vibrations, or
interfere in any way with other Tenants or those having business in the Project.
No animals or birds shall be brought in or kept in or about the Premises.
Tenant shall not make or permit to be made any disturbing noises or disturb or
interfere with occupants of this or the Project, or with those having business
with such occupants, by the use of any musical instrument, radio, phonograph,
unusual noise, or in any other way.
8. No cooking shall be done or permitted by any Tenant on the Premises, except
by the Tenant with an Underwriters' Laboratory approved microwave oven or
equipment for brewing coffee, tea, hot chocolate and similar beverages provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations.
9. The Premises shall not be used for lodging or sleeping or for illegal
purposes.
10. Tenant shall not use or keep within the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material or use any
method of heating or air conditioning other than that supplied by Landlord.
11. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions in
their installation.
12. Landlord shall retain copies of all keys to the Building. Tenant shall not
change locks without the consent of Landlord.
13. Tenant shall not lay linoleum, carpet or other similar floor coverings so
that the same shall be affixed to the floor or the Premises in any manner except
as approved by the Landlord. The expense of repairing any damage resulting from
a violation of this rule or removal of any floor covering shall be borne by the
Tenant by whom, or by whose contractors, employees or invitees, the floor
covering shall have been laid.
14. The directory of the Building will be provided exclusively for the display
of the name and location of tenants only and Landlord reserves the right to
exclude any other names therefrom.
15. Landlord shall not in any way be responsible to any Tenant for any loss of
property on the Premises, however occurring, or for any damage to any Tenant's
property by any employee or contractor of Landlord, or any other person.
16. Tenant shall not place a load upon any floor which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.
Landlord shall have the right to prescribe the weight, size and position to all
equipment, materials, furniture or other property brought into the Building.
Heavy objects shall, stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant which cause noise or vibration that may be
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transmitted to the structure of the Building or to any space in the Building to
such a degree as to be objectionable to Landlord or to any tenants shall be
placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other devices sufficient to eliminate noise or vibration. The persons
employed to move such equipment in or out of the Building must be acceptable to
Landlord. Landlord will not be responsible for loss of, or damage to, any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.
17. Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or other device on the roof or exterior walls of the Building.
Tenant shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.
18. Tenant shall store all its trash and garbage within its Premises. Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord.
19. The requirements of Tenant will be attended to only upon appropriate
application to the office of the Building by an authorized individual.
Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instruction form Landlord, and no employee
of Landlord will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.
20. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Project.
21. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Project. Tenant shall
be responsible for the observance of all of the foregoing rules by Tenant's
employees, agents, clients, customers, invitees and guests.
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EXHIBIT E
[INTENTIONALLY LEFT BLANK]
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EXHIBIT F
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into between the
Licensor and Licensee named below.
1. Basic Terms.
-----------
A. Date of this License Agreement: ______________________.
B. Licensor: Park Central Mall L.L.C.
C. Licensee: PAC-WEST TELECOMM, INC., a California corporation
D. Project and Address of Project: Park Central
3121 N. 3rd Avenue
Phoenix, Arizona
E. Licensed Premises: The Licensed Premises shall be the Raceways (as
hereinafter defined) and the Licensee's Premises, located at 3110 N. Central
Avenue, Suite 151, Phoenix, Arizona 85012, which are currently being leased to
Licensee pursuant to that Office Lease dated _____________ ___, 2000, by and
between the parties hereto (the "Lease"). "Raceway" means vertical or
horizontal space in the land and buildings in the Project used for routing
Licensee's telecommunications cables and ancillary equipment, which originates
at Licensee's Premises and which follows the land and buildings' Raceways to any
applicable tenant space. The Raceways may consist of a vertical or horizontal
EMT conduit, generally located above the ceiling space on applicable floors of
the buildings, through which cable will be installed by Licensee to provide
telecommunications services to the applicable tenants in the buildings. To the
extent Licensee uses Raceways installed by Landlord, Licensee shall, prior to
installing Licensee's cable or fiber in the Raceways, reimburse Landlord for
Landlord's reasonable cost of installation of the Raceways. To the extent that
Raceways are not already in place in the Building or in the Project, Licensee
shall install the same after obtaining Landlord's prior written approval of
location, materials, and plans for installation of Raceways in accordance with
the terms of the Lease and of this Agreement. The purpose of the Raceways is to
permit the connection of communication services to various customers of Licensee
in the Project. Raceways do not include any connections which Licensor may
eventually permit to any rooftop antenna system.
F. Term: The Term of this License Agreement shall be coterminous with the
Term of the Lease. The Commencement Date is the earlier of ____________, or the
date that Licensee actually commences to use the Raceways.
G. Notices shall be subject to and in accordance with Article 18 of the
Lease, which by this reference is incorporated herein, and shall be given at the
place provided for Landlord and Tenant respectively under Basic Provisions
paragraphs L and M of the Lease.
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H. Normal Business Hours (for non-emergency access): 8:00 a.m. to 5:00
p.m. Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive
of normal business holidays.
2. Grant of License. Licensor grants to Licensee a non-exclusive license to
----------------
use the Raceways for the purpose of constructing, installing, operating,
repairing, maintaining and removing Licensee's Telecommunications Equipment (as
hereinafter defined) and providing the services to tenants in the Project, all
at Licensee's sole risk and expense. For purposes hereof the term
"Telecommunications Equipment" shall mean equipment, cable, junction boxes,
hangers, pull boxes, grounding wiring, and related equipment installed by
Licensee outside the Premises (excluding fiber optics and conduit installed by
Licensee from the Premises to the property line of the Project). Licensor
reserves the right to grant similar licenses to others. Licensee accepts the
Licensed Premises "AS IS" without benefit of any improvements to be constructed
by Licensor. Licensee has satisfied itself as to the condition of the Licensed
Premises and their suitability for Licensee's intended use.
3. Use by Licensee.
---------------
a. Prohibited Uses. Licensee agrees not to use or permit the use of the
---------------
Raceways for any purpose which is illegal, dangerous to life, limb or property,
or which, in Licensor's reasonable opinion, creates a nuisance or which would
increase the cost of insurance coverage with respect to the Project. In
particular, no semiconductors or other electronic equipment containing
polychlorinated biphenyls (PCBs) or other environmentally hazardous materials
will either be used or stored in or around the Raceways or the Premises and no
such materials will be used in any of the Licensee's Telecommunication Equipment
installed by Licensee in the Raceways or Premises. Nothing in this Agreement or
in the Lease shall be interpreted as allowing the owners of co-located equipment
to install or use Raceways for co-located equipment or otherwise and such use is
specifically prohibited hereunder.
b. Permitted Uses. Licensee shall use the Premises and Raceways for the
--------------
purpose of providing only tenants of the Project with telecommunications
services which Licensee is licensed to provide, including the right to install,
maintain, operate, replace, and remove Licensee's Telecommunication Equipment,
including cabinets, racks, conduits, and/or cables. Licensor at its reasonable
discretion may permit use of existing building entrance links and existing
building wiring wheresoever Licensor has authority to allow use of such
facilities. Licensee shall have the right, at its sole risk and expense, to
construct a new entrance link, or links, upon written approval of Licensor,
which approval shall not be unreasonably withheld or delayed.
c. Independent Contractor. Licensor and Licensee shall at all times act
----------------------
in their own capacities as independent contractors. Nothing in this Agreement
shall be deemed to create a partnership or joint venture between Licensor and
Licensee.
4. License Fee. Licensee agrees to pay to Licensor during the License Term,
-----------
without demand, setoff, or deduction, an annual License Fee of $1000.00, in
advance, on or before the
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first day of each year commencing with the Commencement Date. Such payment shall
include any applicable sales, use, or other taxes or assessments.
5. Installation, Maintenance and Repair. All installations, improvements and
------------------------------------
operations by Licensee shall comply with Applicable Laws as defined in paragraph
7 at all times and Licensor's reasonable requirements as established from time
to time. No improvements shall be made by Licensee without Licensor's prior
written consent, but no such approval shall be deemed to constitute a warranty
by Licensor as to compliance of the improvements with Applicable Laws. All
installations and improvements shall be at Licensee's cost, by contractors and
subcontractors approved in advance by Licensor, which approval shall not be
unreasonably withheld. All of Licensee's Telecommunication Equipment placed by
Licensee within the Licensed Premises shall be at Licensee's sole risk and
expense. All plans, diagrams, and specifications for initial and subsequent
improvements and installations of cable detailing the location and size of
Licensee's Telecommunications Equipment will be submitted to Licensor for prior
written approval, which approval will not be unreasonably withheld or unduly
delayed. All of Licensee's Telecommunication Equipment will be installed in a
good and workmanlike manner using generally accepted construction standards by
properly licensed personnel. Licensee shall install Licensee's
Telecommunication Equipment in a safe and proper manner so as to pose no hazard
to safety of life or property with respect to persons and property in or about
the Project. No electrical grounding shall be permitted to other equipment in
the Raceways without Licensor's specific written approval of the method and
location of such grounding. Prior to commencing any work on the Raceways,
Licensee shall obtain all necessary licenses, permits and consents and provide
copies of same to Licensor. Licensor shall have the right to monitor all such
work, at its own expense. All activities of Licensee initially associated with
the installation of Licensee's Telecommunication Equipment shall be performed in
such a way as to reasonably minimize interference with the operation of the
Project. No monitoring or inspection of Licensee's work by Licensor shall be
deemed supervision of Licensee's employees, nor shall it be deemed to be a
representation or warranty of any particular level of telecommunications
expertise attained by Licensor or Licensor's representatives. Licensee shall
monitor and supervise its own employees and shall assume responsibility for the
expertise and quality of its work, and shall not rely upon Licensor for same.
Licensee shall have in its employ a sufficient number of capable employees to
enable it to properly, adequately and safely perform hereunder. Licensee shall
not disrupt, adversely affect or interfere with other providers of services in
the Project or buildings or with any tenant's use and enjoyment of the Licensed
Premises or the common areas of the Project. Licensee shall take immediate
action to correct such interference after receiving notice thereof.
6. Costs/Taxes. Licensee shall be responsible for any and all cost, damage or
-----------
expense arising from the installation, maintenance, operation or repair to the
Raceways or Licensee's Telecommunication Equipment, and any and all cost, damage
or expense to the Project or the property of Licensor or other licensees or
tenants of the Project arising from such installation, maintenance, operation or
repairs. Licensee shall be responsible for the declaration and payment of any
applicable taxes or assessments against the Telecommunications Equipment owned
by Licensee located in the Project.
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7. Compliance with Laws, Regulations and Project Rules. The laws of the state
---------------------------------------------------
of Arizona without regard to conflict of law principles shall govern this
Agreement. Licensee and Licensor agree to comply with all applicable laws,
ordinances, codes, rules and regulations of any governmental entity or agency
having jurisdiction with respect to the Project, including but not limited to,
Phoenix city codes, Arizona and federal statutes and regulations ("Applicable
Laws"). Licensee, its employees, contractors and agents will comply with the
rules and regulations of the Project. Such rules are attached to the Lease,
which by this reference are incorporated herein.
8. Protection of Equipment/Security. Licensee acknowledges that interruptions
--------------------------------
in utility services are not uncommon in facilities such as the Project and
Licensee acknowledges that any sensitive electronic equipment which may be used
in the Raceways or Premises will be protected by Licensee from utility service
interruptions through the use of backup power supplies, surge protectors and
other appropriate safety systems. Licensee acknowledges that it has taken all
precautionary steps it deems necessary to protect such equipment, including the
acquisition of insurance if applicable. Licensee agrees to indemnify and hold
Licensor harmless from any damages or losses (including indirect or
consequential damages and attorneys' fees) caused to any of Licensee's
telecommunications equipment by service interruptions. This indemnity is in
addition to and not in substitution of any other indemnity in this license.
Licensor shall have no liability for theft or burglary, or for damage done by
unauthorized persons in the Raceways space unless caused by the gross negligence
or willful misconduct of Licensor, its agents, employees, or agents. Licensor
shall not be required to insure against any such losses. Licensee shall
cooperate fully in Licensor's efforts to maintain security in the Project.
Licensee agrees to surrender all keys, master entry cards or other means of
access in its possession upon the expiration or earlier termination of this
License. Licensee shall pay Licensor for the cost of additional key(s) or
card(s) or for each replacement key(s) or card(s) for any key(s) or card(s).
9. Warranty Against Damage and Interference. Licensee warrants that Licensee's
----------------------------------------
Telecommunications Equipment, and the installation, maintenance, operation and
repair thereof will not damage the Project or the buildings therein or interfere
with the use of such buildings or the operation of communications devices by
Licensee or by other lessees or licensees of Licensor. If such damage or
interference does occur, Licensee shall take immediate action to correct same as
soon as Licensee becomes aware of such damage or interference, and in any event
within 24 hours after receipt of written notice from Licensor. Licensor
reserves the right to disconnect power to any such Licensee's Telecommunications
Equipment which Licensee fails to correct after proper notification and cure
period. Licensee agrees to be responsible for any damage caused to the Project,
building spaces, and/or any other property owned by Licensor or any tenant or
licensee of Licensor which may be caused by Licensee or any of its agents or
representatives.
10. Relocation of Licensee's Telecommunication Equipment. Licensor reserves
----------------------------------------------------
the right to require Licensee to relocate Licensee's Telecommunication Equipment
(other than the switch located within the Premises) to other areas within the
Project during the Term of this Agreement at Licensor's sole, reasonable
discretion. Licensor shall reimburse Licensee for its reasonable expenses
incurred in connection with any such relocation. If Licensor requests
37
<PAGE>
such relocation, Licensor agrees to allow Licensee reasonable time to complete
the relocation, but not to exceed 30 days.
11. Access by Licensee. For the Term of this Agreement, Licensor shall provide
------------------
Licensee access to the buildings within the Project during Normal Business
Hours. Upon prior notice, Licensee may have access after hours, but in that
event, Licensee shall compensate Licensor for reasonable trip charges and
overtime charges resulting from employees or agents of Licensor making trips to
the Project to provide after hours access. Only authorized employees,
contractors, subcontractors, and agents of Licensee, other authorized regulatory
inspectors, or persons under their direct supervision and control will be
permitted to enter the Raceways. Licensor may, at any time, require that
requests for access to the buildings in the Project be in writing on forms
provided by Licensor.
12. Connections to Public Streets and Utilities. Licensee acknowledges that
-------------------------------------------
Licensor has no obligation to assure or guarantee Licensee the necessary
connections to public streets or utilities that may be necessary for the
operation of Licensee's Telecommunications Equipment in the Project. It is
solely the responsibility of Licensee to negotiate agreements with public
utilities or third parties for these connections. In the parking areas of the
Project, Licensor shall use commercially reasonable efforts to provide Licensee
access necessary for the operation of Licensee's Telecommunications Equipment,
provided the location thereof shall be subject to the prior written consent of
Landlord, which shall not be unreasonably withheld or delayed, and provided,
further that Licensee shall be required to return the area in which its
connections are located to the same condition existing prior to their
installation.
13. Use of Electrical Services by Licensee. Licensee shall pay for all costs
--------------------------------------
of meters, submeters, wiring, risers, transformers, electrical panels, lighting,
air conditioning and other, if any, items required by Licensor which, in
Licensor's reasonable judgment are necessary to accommodate Licensee's design
loads and capacities, including, without limitation, the installation and
maintenance thereof. Notwithstanding the foregoing, Licensor may withhold
consent for Licensee's installation of any wiring, risers, transformers,
electrical panels, lighting, or air conditioning if, in Licensor's reasonable
judgment, the same are not necessary or would cause damage or injury to the
buildings or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations or repairs to the buildings, or would
interfere with or create or constitute a disturbance to other tenants, licensees
or occupants of the Project. Licensor shall use reasonable efforts to notify
Licensee in advance of any planned utility outages which may interfere with
Licensee's use, but in no event will Licensor be liable to Licensee for any
damages, direct or indirect, resulting from any loss of power.
14. Licensee's Insurance. No construction, alteration or removal operations
--------------------
shall be initiated by Licensee unless Licensee has first obtained builders' risk
insurance in reasonable limits reasonably acceptable to Licensor. In addition
to the builders' risk insurance required above, at all times Licensee shall
maintain in force at its expense, the required insurance as set forth in the
Lease. If a waiver of subrogation clause is not contained in the form language
of the insurance policies, Licensee shall require that a waiver of subrogation
clause be added to its insurance policies.
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15. Hold Harmless. Licensee shall indemnify Licensor and its respective
-------------
subsidiaries and affiliates, directors, officers, agents, servants, employees
(the "Indemnified Parties") for and shall hold the Indemnified Parties harmless
from all fines, claims, demands, causes of action, liabilities, penalties,
judgments, orders, costs and expenses and suits (including costs and expenses of
defending against same and attorney, investigative and expert witness fee)
resulting from or asserted against the Indemnified Parties by reason of any
breach or non-performance of this Agreement by Licensee or Licensee's agents,
employees, or invitees, or any act or failure to act by Licensee hereunder.
This indemnity shall also cover injuries (and loss of life) or damages to any of
the Indemnified Parties, and damages to the Project; Licensor and Licensee shall
not be liable to the other or the other's agents or employees for any damage to
personal property resulting from any act, omission, or negligence of any other
tenant, Licensee or occupant of the Project. The provisions of this paragraph
shall survive the termination of this Agreement.
16. Casualty Damage. If the Licensed Premises or any part thereof is damaged
---------------
by fire or other casualty, Licensee shall give prompt written notice thereof to
Licensor. In case any of the buildings shall be damaged such that substantial
alteration or reconstruction of the shell, in Licensor's sole opinion, is
required (whether or not the Raceways or Licensee's Premises have been damaged
by such casualty) or in the event any mortgagee of Licensor's should require
that the insurance proceeds payable as a result of a casualty be applied to the
payment of the mortgage debt or in the event of any material uninsured loss to
the Project, Licensor may, at its option, terminate this Agreement by notifying
Licensee in writing of such termination within 60 days after the date of such
casualty. If Licensor does not thus elect to terminate this Agreement Licensor
shall commence and proceed with reasonable diligence to restore the applicable
building shell, except that Licensor's obligation to restore shall not require
Licensor to spend for such work an amount in excess of the insurance proceeds
actually received by Licensor as a result of the casualty. Licensor shall not
be liable for any inconvenience or annoyance to Licensee or injury to the
business of Licensee resulting in any way from such damage or the repair
thereof. The provisions of this License shall govern when this License shall be
terminable as a result of fire or casualty and no other rule or statute on the
subject shall apply.
17. Assignment, Subletting and Transfers.
------------------------------------
a. By Licensee. Licensee shall not transfer (including transfers
-----------
occurring by operation of law), convey, mortgage, pledge, hypothecate, or
encumber this Agreement or grant any license, concession, or other right to use
any portion of the Raceways or the Licensed Premises without the prior written
consent of Licensor, which shall not be unreasonably withheld, but shall be
conditioned upon a simultaneous assignment of the Lease to the same party
hereunder, and any such transfer or assignment shall not release Licensee from
its obligations under this Agreement. Any prohibited transfer is void and of no
effect.
b. By Licensor. Licensor may transfer and assign its rights and
-----------
obligations under this Agreement. Such transfer shall release Licensor from any
further obligations under this Agreement. If Licensor's interest in the Project
is conveyed or transferred, such conveyance
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or transfer shall be deemed the assumption of the obligations of this License by
the grantee or transferee, at the sole option of the grantee or transferee.
18. Removal of Licensee's Telecommunication Equipment and Restoration. Except
-----------------------------------------------------------------
with respect to the switch located in Licensor's Premises, the removal of which
shall be governed by Article 10 of the Lease, upon expiration or earlier
termination, Licensee shall at Licensor's election and at Licensee's sole
expense remove all of Licensee's Telecommunication Equipment from the Project
and restore the Licensed Premises and the Project to the condition in which it
existed prior to the installation of Licensee's Telecommunication Equipment
except for reasonable wear and tear, and damage caused by casualty. If Licensor
so elects, Licensee's Telecommunications Equipment shall be removed within 30
days of expiration or termination. If Licensee does not timely remove all of
Licensee's Telecommunications Equipment, Licensor may remove any or all of
Licensee's Equipment and Licensee agrees to pay to Licensor, on demand, the
reasonable cost thereof, plus a 15% administrative fee thereon. If any of
Licensee's Telecommunications Equipment remains at the Project for more than 30
days after the expiration or earlier termination of the License, such Equipment
shall be deemed to be abandoned by Licensee and shall become the sole property
of Licensor, and Licensor shall not be required to pay Licensee any compensation
therefor. Notwithstanding anything to the contrary in this Section 18, nothing
herein shall in any way impair Tenant's right to remove any item as described in
Article 10 or Exhibit G of the Lease, or the rights of Tenant's lender under the
Landlord Waiver described in Section 19.3 of the Lease, or any subsequent waiver
executed by Licensor.
19. Default.
-------
a. Definition of Default. The occurrence of any of the following shall
---------------------
constitute a default by Licensee: (1) failure to pay License Fees or any other
sum due by Licensee under this Agreement within 5 days after notice, (2) failure
to vacate on or before the last day of the Term of this Agreement; (3) if
Licensee is in default under the Lease beyond any applicable cure period
acquisition; or (4) failure to comply with any other provision of this Agreement
if such failure to comply is not cured as soon as reasonably possible but in no
event beyond 30 days after delivery of written notice by Licensor to Licensee.
However, Licensee shall not be in default under subclause (4) above if Licensee
promptly commences to cure such noncompliance and diligently proceeds in good
faith to cure same after receiving written notice of such default.
b. Remedies. If Licensee is in default as defined in subparagraph (a)
--------
above beyond any applicable cure period, Licensor may (with or without demand
for performance) and with or without terminating this Agreement, terminate
Licensee's right of possession by giving five day's written notice to vacate or
by giving written notice terminating this Agreement. In addition, Licensor shall
have the right to any other remedy, whether in law or equity, Licensor may
recover actual damages incurred.
c. Attorneys' Fees, Interest, and Other Expenses. In any lawsuit
---------------------------------------------
enforcing rights hereunder, the prevailing party shall be entitled to recover
reasonable attorneys', investigative, and expert witness fees and costs from the
non-prevailing party, plus all out-of-pocket
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expenses. All delinquent sums due by Licensor or Licensee shall bear interest at
the rate of 18% per annum from date of default until paid
20. General Provisions. Articles 1.3, 8.6, 8.7, 8.8, 18, 24.1, 24.3, 24.4,
------------------
24.6, 24.7, 24.8, 24.9 and 24.12 of the Lease are incorporated herein by
reference, provided the use in the Lease of the term Landlord shall apply to
Licensor, Tenant shall apply to Licensee, and Lease shall apply to this
Agreement.
LICENSOR: LICENSEE:
PARK CENTRAL MALL, L.L.C., PAC-WEST TELECOMM, INC.,
an Arizona limited liability company a California corporation
By: Pensus Park Central, L.L.C.,
an Arizona limited liability company, By:________________________________
its Authorized Member Its:_______________________________
By:__________________________________
Its:_________________________________
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EXHIBIT G
All of Tenant's now owned or leased and hereafter owned or leased
telecommunications equipment, telecommunications switches, antennas,
computer hardware, cable, fibreoptic cable and other fibreoptic
transmission facilities, transmission equipment, machinery, equipment,
specially installed fibre suppression or air conditioning system
components, furniture, fixtures and other tangible personal property
including dyes, tools, jigs, and office equipment together, to the extent
not heretofore generally described and without limiting the generality of
the foregoing, with all:
1. Telecommunications transmission and switching equipment and associated
computers, modems, and wiring installed by Tenant or Tenant's
collocate customers.
2. Uninterruptable power supply system installed by Tenant.
3. Electrical System components installed by Tenant, excluding wiring,
service entrance section, and main switch gear.
4. Generator Installed by Tenant.
5. Halon and or FM250 Fire Suppression Equipment installed by Tenant.
6. Satellite dishes, disks, and antennae installed by Tenant
7. Furniture and cabinets installed by Tenant or Tenant's collocate
customers.
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EXHIBIT H
PARKING
43
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EXHIBIT I
HVAC, GENERATOR, AND ANTENNA LOCATIONS
44
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EXHIBIT J
RECORDING REQUESTED BY:
AND WHEN RECORDED, RETURN TO:
MORRISON & FOERSTER LLP
425 California Street
San Francisco, California 94105
Attention: Jill Feldman, Esq.
________________________________________________________________________________
(Space Above for Recorder's Use)
LANDLORD WAIVER
This LANDLORD WAIVER (the "Waiver") is entered into as of the _____ day of
January, 2000 by and among PARK CENTRAL MALL, L.L.C., an Arizona limited
liability Company (the "Landlord"), PAC-WEST TELECOMM, INC., a California
corporation (the "Tenant"), and UNION BANK OF CALIFORNIA, N.A., a national
banking association, in its capacity as administrative lender (the "Agent") for
itself and other financial institutions (collectively, the "Lenders").
RECITALS
A. The Landlord and the Tenant have entered into that certain lease dated
as of _________________, 2000, (as such lease may have been amended to date, the
"Lease") covering the premises as defined and described in the Lease (the
"Premises"). The Premises are located on the real property described in Exhibit
"A" attached hereto and incorporated herein by this reference.
B. As partial security for Tenant's repayment and performance of its
obligations under certain credit facilities extended and to be extended in the
future to the Tenant by the Lenders, the Tenant has granted or will grant a
security interest in certain goods, inventory, and other personal property owned
by the Tenant, some of which may be located in the Premises, to the Agent.
C. In connection with the Tenant's granting of such security interest,
the Agent requires certain assurances from the Landlord.
AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
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1. The Landlord agrees to send the Agent at an address designated by the
Agent a copy of any notice of default (or termination) (the "Default Notice") of
the Lease at the same time that such notice is sent to Tenant and allow the
Agent the period of time equal to the grace period already permitted under the
Lease in order to cure any such default. Until further written notice from the
Agent, the address of the Agent for all notices is as follows:
Union Bank of California, N.A.
1800 Harrison Street, Suite 1400
Post Office Box 1020
Oakland, California 94604-1020
Attention: Gail Fletcher
Vice President - Community Banking Group
2. The Landlord consents to the granting of a security interest in all of
the Personal Property of Tenant to be located on the Premises (the "Personal
Property"), including any part of the Personal Property that is now or is
hereafter installed or affixed to the Premises, or that is deemed to be
"fixtures" within the meaning of the then applicable Uniform Commercial Code. As
used herein, "Personal Property" means all of Tenants now owned or leased and
hereafter owned or leased telecommunications equipment, telecommunications
switches, antennas, computer hardware, cable, fibre optic cable and other fibre
optic transmission facilities, transmission equipment, machinery, equipment,
specially installed fire suppression or air conditioning system components,
furniture, furnishings, fixtures, and other tangible personal property,
including dies, tools, jigs and office equipment. "Personal Property" does not
include Landlord's pre-existing fire suppression or air conditioning equipment
located in the Premises. The Landlord agrees that all of the Personal Property,
whether or not affixed to or located or installed on the Premises in a manner
which would classify it as a "fixture," constitutes and shall remain Personal
Property and shall not be deemed a part of the real estate.
3. The Landlord agrees that any and all liens, claims, demands, rights or
interests that the Landlord may now or hereafter have in or to the Personal
Property shall be and are hereby made subordinate and inferior to any now
existing or hereafter arising lien or security interest in favor of the Agent.
4. If the Tenant defaults on its obligations to the Agent or the Lenders
and, as a result, the Agent undertakes to enforce its security interest in the
Personal Property or if the Landlord delivers a Default Notice, as provided in
Section 1 above; provided that Agent has notified Landlord in writing of
Tenant's default and Agent's undertaking to enforce its security interest,
Landlord agrees as follows:
(a) the Landlord will reasonably cooperate with the Agent in its
efforts to assemble all of the Personal Property located on the Premises,
provided, however, that the Landlord shall not be obligated to incur any expense
or other obligation in connection with such cooperation;
46
<PAGE>
(b) the Landlord will permit the Agent to remain on the Premises
for up to sixty (60) days after the Agent declares the default, provided that
the Agent, for the period of time the Agent uses the Premises, (i) pays or
causes to be paid the rental payments and all rental adjustments (excluding
default triggered rental adjustments) with respect to such period or, in the
case where the Lease has terminated, the rental payments and all rental
adjustments (excluding default triggered rental adjustments) that would have
become due under the Lease for such period if the Lease had not been terminated,
for the period of time the Agent uses the Premises; (ii) provides and retains
the liability and property insurance coverage and pays all other amounts Tenant
is required to pay under the Lease, or which would have been required if the
Lease had not been terminated under the Lease; and (iii) delivers a written
agreement to do so;
(c) the Agent or its representatives may enter upon the Premises
at reasonable times, and after written notice to the Landlord, for the purpose
of removing, or repossessing, the Personal Property, provided that the Agent
promptly repairs any and all physical damage to the Premises and/or the building
in which the Premises are situated caused by such removal;
(d) the Agent may enter the Premises for such purposes without
assuming the Lease and all obligations and all obligations contained therein.
Upon any such removal, any liens, claims, demands, rights or interests of the
Landlord in the Personal Property shall be discharged and released.
Notwithstanding anything herein to the contrary, in no event shall the Agent's
right to enter or occupy the Premises pursuant to this Waiver extend beyond
sixty (60) days from the date of termination or expiration of the term of the
Lease, and at any time thereafter the Landlord shall have the right to have any
personal property of the Tenant that may be located upon the Premises removed
from the Premises in accordance with the terms of the Lease and applicable law.
5. This Waiver may be amended or modified only by an instrument in
writing signed by each of the parties hereto.
6. This Waiver may be executed in counterparts, each of which shall be
deemed an original but all of which taken together shall constitute one and the
same instrument.
7. This Waiver shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, administrators, successors and
assigns or encumbrancers.
8. The rights and obligations of the parties to this Waiver shall be
governed by the laws of the State of Arizona. Any legal actions with respect to
this Waiver shall be brought in either the state superior court in Maricopa
County, City of Phoenix, State of Arizona, or the federal district court which
serves the City of Phoenix.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Waiver as of the date first above written.
LANDLORD: PARK CENTRAL MALL, L.L.C.,
an Arizona limited liability company
47
<PAGE>
By: PENSUS PARK CENTRAL,
L.L.C., an Arizona limited
liability company,
Its Authorized Member
By:________________________________
Printed Name:______________________
Title:_____________________________
TENANT: PAC-WEST TELECOMM, INC.,
a California corporation
By:_____________________________________
Printed Name:___________________________
Title:__________________________________
AGENT: UNION BANK OF CALIFORNIA,
N.A., a national banking association,
as Agent for the Lenders
By:_____________________________________
Printed Name:___________________________
Title:__________________________________
STATE OF _____________)
)
COUNTY OF ____________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:___________________________ (Seal)
STATE OF _____________)
)
COUNTY OF ____________)
48
<PAGE>
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:___________________________ (Seal)
STATE OF _____________)
)
COUNTY OF ____________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:___________________________ (Seal)
This Instrument was prepared by:
Robert C. Morrison, Esq.
Neumiller & Beardslee
509 West Weber Avenue, 5th Floor (95203)
Post Office Box 20
Stockton, California 95201-3020
JOINDER
This Joinder is made as of _______________________, 2000, by ___________, a
49
<PAGE>
________________ ("Beneficiary") and is attached to and made a part of that
certain Landlord Waiver by and among ___________________________, a
_________________ ("Landlord"), _______________________, a
______________________ ("Tenant") and UNION BANK OF CALIFORNIA, N.A., a national
banking association, as Agent for the Lenders.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Beneficiary hereby joins in the Landlord
Waiver and agrees to be bound by its terms and conditions if it should succeed
to the interests of the Landlord under the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the
date set forth above.
BENEFICIARY:
____________________________,
a _____________________
By:___________________________
Printed Name:_________________
Title:________________________
STATE OF _____________)
)
COUNTY OF ____________)
On _______________, before me, ___________________________, personally
appeared ___________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature:____________________________ (Seal)
EXHIBIT "A"
50
<PAGE>
REAL PROPERTY DESCRIPTION
51
<PAGE>
RIDER 1
RIDER 1 to Office Lease dated _______________, 199__, (the "Lease") by and
between PARK CENTRAL MALL, L.L.C., an Arizona limited liability company
("Landlord"), and PAC-WEST TELECOMM, INC., a California corporation ("Tenant").
1. Option to Extend. Provided that Tenant is not in default of the Lease
----------------
beyond any applicable cure periods, and that no event shall have occurred or
state of facts exists which if continued uncured will, with the lapse of time or
the delivery of notice, or both, constitute an event of default, then Tenant
shall have, and is hereby granted, the option to extend the Initial Term for two
additional periods of five years (the "Renewal Term"). Except as set forth in
Section 2 of this Rider, Tenant's occupancy of the Premises during the Renewal
Term shall be governed by all of the terms, conditions, covenants and provisions
of the Lease to which this Rider is attached except that Tenant shall have no
further option to extend the Term after the expiration of the second Renewal
Term. If Tenant desires to exercise its option to extend the Initial Term or
the first Renewal Term, it must give Landlord notice in writing ("Option
Notice") of its intent to do so at least one hundred eighty days, but no more
than three hundred sixty-five days, prior to the expiration of the Initial Term
or the first Renewal Term.
ANNUAL BASE RENT BASED ON FAIR MARKET RATE
2. Annual Base Rent During the Renewal Term.
----------------------------------------
(a) Landlord and Tenant shall have thirty days after Landlord
receives the Option Notice within which to agree on the Annual Base Rent for the
Renewal Term based upon the "then fair market rental value of the Premises" as
defined below. If the parties agree on the Base Rent for the Renewal Term within
thirty days, they shall amend this Lease by stating the Base Rent for the
Renewal Term and each subsequent year.
(b) If Landlord and Tenant are unable to agree on the Base Rent for
the first year of the Renewal Term within the thirty day period, then the Base
Rent shall be the "then fair market value of the Premises" as determined in
accordance with this Rider.
(c) The "then fair market rental value of the Premises" means what a
landlord under no compulsion to lease the Premises and a tenant under no
compulsion to lease the Premises, would determine as rent for the first year of
the Renewal Term, as of the commencement of the Renewal Term, taking into
consideration among other relevant matters, the use permitted under the Lease,
the quality, size, shape, design, and location of the Premises and the rental
rates for similar office buildings in the Phoenix metropolitan office market
area. Notwithstanding the foregoing, the then fair market rental value of the
Premises for the Renewal Term will not be less than the Base Rent payable during
the last year of the Initial Term.
52
<PAGE>
(d) Within seven days after the expiration of the thirty day period
set forth above, Landlord and Tenant shall each appoint a real estate appraiser
with at least five full years full-time commercial appraisal experience in the
area in which the Premises are located to appraise the then fair market rental
value of the Premises. If either the Landlord or the Tenant does not appoint an
appraiser within ten days after the other has given notice of the name of its
appraiser, the single appraiser appointed shall be the sole appraiser and shall
set the then fair market rental value of the Premises. If two appraisers are
appointed pursuant to this paragraph, they shall meet promptly and attempt to
set the then fair market rental value of the Premises. If they are unable to
agree within the thirty days after the second appraiser has been appointed, they
shall attempt to elect a third appraiser meeting the qualifications stated in
this paragraph within ten days after the last day the two appraisers are given
to set the then fair market rental value of the Premises. If they are unable to
agree on the third appraiser, either the Landlord or Tenant may petition the
presiding civil court judge of the Maricopa County Superior Court for the
selection of a third appraiser who meets the qualifications stated in this
paragraph. Landlord and Tenant shall split equally the cost of appointing the
appraisers and of paying the appraiser's fees. Within thirty days after the
selection of the third appraiser, a majority of the appraisers shall set the
then fair market rental value of the Premises. If a majority of the appraisers
are unable to set the then fair market rental value of the Premises within
thirty days after selection of the third appraiser, the three appraisals shall
be averaged and the average shall be the then fair market rental value of the
Premises.
3. Definitions. Capitalized terms used in this Rider without definition
-----------
shall have the definition assigned to such terms in the Lease to which this
Rider is attached, unless the context requires otherwise.
4. Full Force and Effect. Except as specifically modified by this Rider,
---------------------
the Lease to which this Rider is attached remains in full force and effect.
____________________________________ ___________________________________
Landlord's Initials Tenant's Initials
53
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
March 31, 2000 unaudited financial statements and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 66,748,000
<SECURITIES> 72,221,000
<RECEIVABLES> 12,384,000
<ALLOWANCES> (1,067,000)
<INVENTORY> 3,901,000
<CURRENT-ASSETS> 159,123,000
<PP&E> 132,829,000
<DEPRECIATION> (18,713,000)
<TOTAL-ASSETS> 299,697,000
<CURRENT-LIABILITIES> 23,444,000
<BONDS> 150,006,000
0
0
<COMMON> 36,000
<OTHER-SE> 116,802,000
<TOTAL-LIABILITY-AND-EQUITY> 299,697,000
<SALES> 0
<TOTAL-REVENUES> 30,807,000
<CGS> 0
<TOTAL-COSTS> 24,272,000
<OTHER-EXPENSES> (2,314,000)
<LOSS-PROVISION> 75,000
<INTEREST-EXPENSE> 4,647,000
<INCOME-PRETAX> 4,127,000
<INCOME-TAX> 1,819,000
<INCOME-CONTINUING> 2,308,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,308,000
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
