EXHIBIT 10.58
INTERCONNECTION AGREEMENT
UNDER SECTIONS 251 AND 252
OF THE
TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement (the "Agreement"), is being entered into by
and between Michigan Xxxx Telephone Company d/b/a Ameritech Michigan ("Ameritech
Michigan"), and Talk America, Inc. ("CLEC"), (each a "Party" and, collectively,
the "Parties"), pursuant to Sections 251 and 252 of the Telecommunications Act
of 1996 ("the Act").
RECITALS
WHEREAS, pursuant to Section 252(i) of the Act, CLEC has requested to adopt
individual interconnection, service and/or network element arrangements(s)
("Arrangement(s)") from the Interconnection Agreement by and between Ameritech
Michigan and Talk America, Inc. for the State of Michigan, which was approved by
the Michigan Public Service Commission ("the Commission") under Section 252(e)
of the Act on February 19, 2002 in docket number U-12465, including any
amendments to such Agreement (the "Separate Agreement"), which is incorporated
herein by reference; and
WHEREAS, pursuant to Section 252(i), the Parties understand and agree that
CLEC may sectionally adopt any Arrangements contained in an approved and
effective Michigan Agreement that is available for adoption, including any
legitimately related terms, with the exception of the reciprocal compensation
provisions (and any legitimately related terms) as a result of the FCC's ISP
Remand Order (1) (or other provisions, as applicable);
WHEREAS, Ameritech Michigan is making such Arrangement(s) from the Separate
Agreement available to CLEC only because of and, to the extent required by,
Section 252(i) of the Act under this Agreement; and
WHEREAS, in addition to the Arrangement(s) adopted by CLEC from the
Separate Agreement, the Parties have voluntarily negotiated other provisions to
this Agreement which are set forth in an Amendment to this Agreement (e.g.,
including but not limited to reciprocal compensation provisions), which is
incorporated herein by this reference, and which is attached hereto and will be
submitted to the Commission for approval; and
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, CLEC and Ameritech Michigan hereby agrees as follows:
1.0 INCORPORATION OF RECITALS AND SEPARATE AGREEMENT BY REFERENCE
1.1 The foregoing Recitals are hereby incorporated into and made part of
this Agreement.
1.2 Except as expressly stated herein, the Arrangement(s) adopted by CLEC
from the Separate Agreement (including any and all applicable Appendices,
Schedules, Exhibits, Attachments and Amendments thereto) are incorporated herein
by this reference and form an integral part of this Agreement.
(1) See In the Matter of the Implementation of the Local Competition
Provisions in the Federal Telecommunications Act of 1996, Intercarrier
Compensation for ISP-Bound Traffic, CC Docket Nos. 96-98 and 99-68,
Order on Remand and Report and Order, FCC 01-131 ("ISP Remand Order"),
which was remanded in WorldCom, Inc. v. FCC, No. 01-1218 (D.C.
Cir. 2002).
2.0 MODIFICATIONS TO SEPARATE AGREEMENT
2.1 All references to "AMERITECH INFORMATION INDUSTRY SERVICES, a division
of Ameritech Services, Inc. a Delaware Corporation" is hereby replaced with
"Michigan Xxxx Telephone Company d/b/a Ameritech Michigan, a Michigan
corporation" and Ameritech Michigan's address of "350 Xxxxx Xxxxxxx, 0xx Xxxxx,
Xxxxxxx, XX 00000" is hereby replaced with "444 Xxxxxxxx Xxxxxx, Xxxxxxx, XX
00000." Finally, the following language is hereby deleted: "on behalf of and
as agent for Ameritech Michigan."
2.2 References in the Separate Agreement to "CLEC" or to "Other" shall for
purposes of this Agreement be deemed to refer to CLEC.
2.3 References in the Separate Agreement to the "Effective Date," the date
of effectiveness thereof and like provisions shall for purposes of this
Agreement be deemed to refer to the date which is ten (10) days following
Commission approval of the Agreement or, absent Commission approval, the date
the Agreement is deemed approved under Section 252(e)(4) of the Act. In
addition, unless terminated earlier in accordance with the terms of the
negotiated Amendment hereto, as applicable, the Termination Date of this
Agreement shall be: "March 21, 2005" (the "Termination Date").
2.4 The Notices Section in the Separate Agreement is hereby revised to
reflect that Notices should be sent to CLEC under this Agreement at the
following address:
NOTICE CONTACT CLEC CONTACT
NAME/TITLE Xxxx Xxxx, Dir., RBOC Relations
STREET ADDRESS 12020 Sunrise Valley Drive, #250
CITY, STATE, ZIP CODE Xxxxxx, XX 00000
FACSIMILE NUMBER (000) 000-0000
2.5 The Notices Section in the Separate Agreement is hereby revised to
reflect that Notices should be sent to Ameritech Michigan under this Agreement
at the following address:
NOTICE CONTACT SBC-13 STATE CONTACT
NAME/TITLE Contract Administration
ATTN: Notices Manager
STREET ADDRESS 311 X. Xxxxx, 0xx Xxxxx
Xxxx XXX Xxxxx
XXXX, XXXXX, XXX CODE Xxxxxx, XX 00000-0000
FACSIMILE NUMBER (000) 000-0000
2.6 In Section 30.1.1 Authorization, the references to "Ameritech" are
replaced with references to "Ameritech Michigan" and Ameritech's state of
incorporation is the state of "Michigan." In Section 30.1.2 after "State of',
CLEC's state of incorporation should be deemed to be inserted.
2.7 Schedule 2.1, "Implementation Schedule" of the Separate Agreement is
hereby revised to delete any carrier-specific interconnection or access to UNE
information and to incorporate the following language in its place for purposes
of this Agreement: "The interconnection activation points and interconnection
activation date shall be mutually determined by the Implementation Team in
accordance with Section 3.4.4 and Schedule 12. Ameritech Michigan's position is
that any proposed interconnection with a switch that is not capable of providing
local exchange service (including 911 service) does not fall within the intent
or scope of this Agreement."
3.0 RESERVATION OF RIGHTS
3.1 In entering into this Agreement containing the Arrangement(s) from the
Separate Agreement, Ameritech Michigan is not waiving any of its rights,
remedies or arguments with respect to any legislative, regulatory, or judicial
actions or proceedings, including but not limited to its rights under the United
States Supreme Court's opinion in Verizon v. FCC, 535 U.S. (2002); the
D.C. Circuit's decision in United State Telecom Association, et al v. FCC, No.
00-101 (May 24, 2002); the FCC's Order In the Matter of the Local Competition
Provisions of the Telecommunications Act of 1996, (FCC 99-370) (rel. November
24, 1999), including its Supplemental Order Clarification (FCC 00-183) (rel.
June 2, 2000) in CC Docket 96-98; or the FCC's Order on Remand and Report and
Order in CC Dockets No. 96-98 and 99-68 (the "ISP Intercarrier Compensation
Order") (rel. April 27, 2001), which was remanded in WorldCom, Inc. v. FCC, No.
01-1218 (D.C. Cir. 2002). Rather, in entering into this Agreement, Ameritech
Michigan fully reserves all of its rights, remedies and arguments. This
reservation of rights includes, but is not limited to, its right to dispute
whether any UNEs and/or UNE combinations identified in this Agreement must be
provided under Section 251 (c)(3) and 251(d) of the Act, and under this
Agreement. This reservation also includes, but is not limited to, Ameritech
Michigan's right to exercise its option at any time in the future to invoke the
Intervening Law or Change of Law provisions in this Agreement and to adopt on a
date specified by Ameritech Michigan, the FCC ISP terminating compensation plan,
after which date ISP-bound traffic will be subject to the FCC's prescribed
terminating compensation rates, and other terms and conditions. It is Ameritech
Michigan's position that the Arrangements in this Agreement are subject to the
change of law provisions permitted under the Federal Rules except to the extent
otherwise expressly provided in the Separate Agreement and also are subject to
any appeals involving the Separate Agreement. In the event that any of the
rates, terms and/or conditions of this Agreement, or any of the laws or
regulation that were the basis for a provision of the Agreement, are
invalidated, modified or stayed by any action of any state or federal regulatory
bodies or courts of competent jurisdiction, including but not limited to any
finding that any of the UNEs and/or UNE combinations provided for under this
Agreement do not meet the necessary and impair standards set forth in Section
251(d)(2) of the Act, it is Ameritech Michigan's position and intent that the
Parties immediately incorporate changes from the Separate Agreement, made as a
result of any such action into this Agreement. Where revised language is not
immediately available, it is Ameritech Michigan's position and intent that the
Parties shall expend diligent efforts to incorporate the results of any such
action into this Agreement on an interim basis, but shall conform this Agreement
to the Separate Agreement, once such changes are filed with the Commission. Any
disputes between the parties concerning the interpretations of the actions
required or the provision affected shall be handled under the Dispute Resolution
Procedures set forth in this Agreement.
3.2 This Agreement (including all attachments hereto) and every
interconnection, service and network element provided hereunder, is subject to
all rates, terms and conditions contained in this Agreement (including all
attachments hereto) that are legitimately related to such interconnection,
service or network element. Without limiting the general applicability of the
foregoing, the General Terms and Conditions of this Agreement are specifically
agreed by the Parties to be legitimately related to, and to be applicable to,
each interconnection, service and network element provided hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 23rd day of September , 2002.
TALK AMERICA, INC. MICHIGAN XXXX TELEPHONE COMPANY
D/B/A AMERITECH MICHIGAN
BY: SBC TELECOMMUNICATIONS, INC.,
ITS AUTHORIZED AGENT
By: /s/ Xxxxxxxx X. Lawn IV By: /s/ Xxxx Xxxxxxxx
Printed: Xxxxxxxx X. Lawn IV Printed: Xxxx Xxxxxxxx
Title: EVP - General Counsel Title: President - Industry Markets
Date: 9/18/02 Date: 9/23/02
AECN/OCN # TLHC/1200
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