INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252
OF THE TELECOMMUNICATIONS ACT OF 1996
DATED AS OF APRIL 27, 1998
BY AND BETWEEN
XXXX ATLANTIC-DELAWARE, INC.
AND
FOCAL COMMUNICATIONS CORPORATION OF PENNSYLVANIA
TABLE OF CONTENTS
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PAGE
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1.0 DEFINITIONS........................................................... 1
2.0 INTERPRETATION AND CONSTRUCTION....................................... 10
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION
SCHEDULE.............................................................. 11
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)......................... 12
4.1 Scope................................................................. 12
4.2 Physical Architecture................................................. 13
4.3 Initial Architecture.................................................. 14
4.4 Interconnection in Additional LATAs................................... 15
4.5 Interconnection Points for Different Types of Traffic................. 15
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)................................. 15
5.1 Scope of Traffic...................................................... 15
5.2 Trunk Group Connections and Ordering.................................. 16
5.3 Additional Switching System Hierarchy and Trunking Requirements....... 16
5.4 Signaling............................................................. 16
5.5 Grades of Service..................................................... 16
5.6 Measurement and Billing............................................... 16
5.7 Reciprocal Compensation Arrangements - Section 251(b)(5).............. 17
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO
251(c)(2)............................................................. 18
6.1 Scope of Traffic...................................................... 18
6.2 Trunk Group Architecture and Traffic Routing.......................... 19
6.3 Meet-Point Billing Arrangements....................................... 19
6.4 800/888 Traffic....................................................... 21
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC................... 23
7.1 Information Services Traffic.......................................... 23
7.2 LSV/VCI Traffic....................................................... 24
7.3 Transit Service....................................................... 25
7.4 911/E911 Arrangements................................................. 25
7.5 Ancillary Traffic Generally........................................... 27
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS...................... 27
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9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES........................... 28
9.3 Interference or Impairment............................................ 28
9.4 Repeated or Willful Noncompliance..................................... 28
9.5 Outage Repair Standard................................................ 29
9.6 Notice of Changes -- Section 251(c)(5)................................ 29
10.0 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR....................................... 29
10.1 Joint Network Reconfiguration and Grooming Plan....................... 29
10.2 Installation, Maintenance, Testing and Repair......................... 30
10.3 Forecasting Requirements for Trunk Provisioning....................... 30
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3)................................. 30
11.1 Unbundled Local Loop ("ULL") Transmission Types....................... 31
11.2 Port Types............................................................ 32
11.3 Trunk Side Local Transport............................................ 32
11.4 Limitations on Unbundled Access....................................... 32
11.5 Availability of Other Network Elements on an Unbundled Basis.......... 33
11.6 Provisioning of Unbundled Local Loops................................. 34
11.7 Maintenance of Unbundled Local Loops.................................. 35
11.8 Rates and charges..................................................... 36
12.0 RESALE - SECTIONS 251(c)(4) and 251(b)(1)............................. 36
12.1 Availability of Retail Rates for Resale............................... 36
12.2 Availability of Wholesale Rates for Resale............................ 36
12.3 Availability of Support Services and Branding, for Resale............. 36
12.4 Additional Terms Governing Resale and Use of BA Services.............. 37
13.0 COLLOCATION -- SECTION 251(c)(6)...................................... 37
14.0 NUMBER PORTABILITY - SECTION 251(b)(2)................................ 39
14.1 Scope................................................................. 39
14.2 Procedures for Providing INP Through Remote Call Forwarding........... 39
14.3 Procedures for Providing INP Through Direct Inward Dial Trunks
(Flex-DID)............................................................ 40
14.4 Procedures for Providing LTNP Through Full NXX Code Migration......... 41
14.5 Receipt of Terminating Compensation on Traffic to INP'ed Numbers...... 41
14.6 Recovery of INTP Costs Pursuant to FCC Order and Rulemaking........... 42
15.0 DIALING PARITY - SECTION 251(b)(3).................................... 43
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4).......................... 43
17.0 DATABASES AND SIGNALING............................................... 43
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18.0 COORDINATED SERVICE ARRANGEMENTS...................................... 44
18.1 Intercept and Referral Announcements.................................. 44
18.2 Coordinated Repair Calls.............................................. 45
18.3 Customer Authorization................................................ 45
19.0 DIRECTORY SERVICES ARRANGEMENTS....................................... 45
19.1 Directory Listings and Directory Distributions........................ 45
19.2 Yellow Page Maintenance............................................... 47
19.3 Service Information Pages............................................. 47
19.4 Directory Assistance (DA); Call Completion............................ 47
20.0 COORDINATION WITH TARIFF TERMS........................................ 48
21.0 INSURANCE............................................................. 48
22.0 TERM AND TERMINATION.................................................. 49
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.......................... 50
24.0 CANCELLATION CHARGES.................................................. 50
25.0 INDEMNIFICATION....................................................... 50
26.0 LIMITATION OF LIABILITY............................................... 51
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES........................ 52
27.1 Certain Definitions................................................... 52
27.2 Performance Standards................................................. 53
27.3 Limitations........................................................... 53
27.4 Service Quality Standards............................................. 53
27.5 Records............................................................... 54
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL............................. 54
29.0 MISCELLANEOUS......................................................... 55
29.1 Authorization......................................................... 55
29.2 Independent Contractor................................................ 55
29.4 Confidentiality....................................................... 56
29.3 Force Majeure......................................................... 56
29.5 Choice of Law......................................................... 57
29.6 Taxes................................................................. 57
29.7 Assignment............................................................ 59
29.8 Billing and Payment; Disputed Amounts................................. 60
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29.9 Dispute Resolution.................................................... 61
29.10 Notices............................................................... 61
29.11 Section 252(i) Obligations............................................ 62
29.12 Joint Work Product.................................................... 63
29.13 No Third Party Beneficiaries; Disclaimer of Agency.................... 63
29.14 No License............................................................ 63
29.15 Technology Upgrades................................................... 64
29.16 Survival.............................................................. 64
29.17 Entire Agreement...................................................... 64
29.18 Counterparts.......................................................... 64
29.19 Modification, Amendment, Supplement, or Waiver........................ 64
29.20 Successors and Assigns................................................ 64
29.21 Publicity............................................................. 64
LIST OF SCHEDULES AND EXHIBITS
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Schedules
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Schedule 1.0 Certain Terms As Defined in the Act, As of April 27, 1998
Schedule 3.0 Implementation Schedule
Schedule 4.0 Interconnection Points in LATA
Schedule 4.2 Physical Architecture Diagram
Schedule 4.3 Initial Architecture Diagram
Schedule 4.5 Interconnection Points for Different Types of Traffic
Schedule 6.3 Rate Elements Under Meet Point Billing
Schedule 12.3 Support Services for Resale
Schedule 27.0 Performance Interval Dates for Specified Activities
Schedule 27.1 Focal Service Quality Standards
Exhibits
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Exhibit A Detailed Schedule of Itemized Charges
Exhibit B Network Element Bona Fide Request
Exhibit C Directory Assistance and Call Completion Services Agreement
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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, is effective as of the 27th day of April, 1998
(the "Effective Date"), by and between Xxxx Atlantic-Delaware, Inc. ("BA"), a
Delaware corporation with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx,
XX 00000, and Focal Communications Corporation of Pennsylvania ("Focal"), a
Delaware corporation with offices at 000 X. XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000.
WHEREAS, the Parties want to interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services, Switched
Exchange Access Services, and other Telecommunications Services (all as defined
below) to their respective customers;
WHEREAS, the Parties are 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 Act (as defined below) and additional services as set forth
herein; and
WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement meet those Checklist requirements.
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, Focal and BA hereby agree as follows:
This Agreement sets forth the terms, conditions and pricing under which BA
and Focal (individually, a "Party" and collectively, the "Parties") will offer
and provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within Delaware. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the Delaware Public Service
Commission and the Parties will specifically request that the Commission refrain
from taking any action to change, suspend or otherwise delay implementation of
the Agreement. So long as the Agreement remains in effect, neither Party shall
advocate before any legislative, regulatory, or other public forum that any term
of this Agreement be modified or eliminated, unless otherwise mutually agreed by
the Parties.
1.0 DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1.0. For convenience of reference only, the
definitions of certain terms that are As Defined in the Act (as defined below)
are set forth on Schedule 1.0.
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1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.),
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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 the
Commission.
1.2 "ADSU or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal of up to 6 mbps to the
Customer and up to 640 kbps from the Customer.
1.3 [Reserved]
1.4 "Agreement means this Interconnection Agreement under Sections 251 and
252 of the Act and all Exhibits and Schedules appended hereto.
1.5 "Ancillary Traffic," means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: LSV/VCI, Directory Assistance, 91l/E911, Operator
Services (call completion), 800/888 database query, LIDB, and information
services requiring special billing.
1.6 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.7 "As Described in the Act" means as described in or required by the Act
and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.8 "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.
1.9 "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.
1.10 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
a. "End Office Switch" or "End Office" which is used to terminate
Customer station Loops for the purpose of interconnection to each other and to
trunks; and
b. "Tandem Switch" or "Tandem Office" which is a switching entity
that is used to connect and switch trunk circuits between and among End Office
Switches and between and among End Office Switches and carriers' aggregation
points, points of termination, or points of presence. An "Access Tandem Office"
or "Access Tandem" is a Tandem Office with billing and recording capabilities
that is used to provide Switched Exchange Access Services.
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A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.11 [Reserved]
1.12 "CLASS Features" means certain CCS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace;
Caller Identification, and future offerings.
1.13 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the
"premises" of a Housing Party is limited to a Housing Party Wire Center, other
mutually agreed-upon locations of the Housing Party, or any other location for
which Collocation has been ordered by the FCC or Commission. 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 owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC and the Commission. Upon
request by either Party, BA and Focal will address the provision of additional
types of Collocation arrangements, including additional physical locations and
alternative utilization of space and facilities.
1.14 "Commission" means the Delaware Public Service Commission.
1.15 "Common Channel Signaling" or "CCS" means a method of transmitting
call set-up and network control data over a digital signaling network separate
from the public switched telephone network facilities that carry the actual
voice or data traffic of the call. "SS7" means the common channel out of band
signaling protocol developed by the Consultative Committee for International
Telephone and Telegraph ("CCITT") and the American National Standards Institute
("ANSI"). BA and Focal currently utilize this out-of-band signaling protocol.
"CCSAC" or "CCSAS" means the common channel signaling access connection or
service, respectively, which connects one Party's signaling point of
interconnection ("SPOI") to the other Party's STP for the exchange of SS7
messages.
1.16 "Competing Local Exchange Carrier" or "CLEC" means any Local Exchange
Carrier other than BA, operating as such in BA's certificated territory in
Delaware. Focal is or will shortly become a CLEC.
1.17 "Cross Connection" means a jumper cable or similar connection provided
pursuant to Collocation at the digital signal cross connect, Main Distribution
Frame or other suitable frame
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or panel between (i) the Collocating Party's equipment and (ii) the equipment or
facilities of the Housing Party.
1.18 "Customer" means a third-party residence or business subscriber to
Telecommunications Services provided by either of the Parties.
1.19 "Dialing Parity" is As Defined in the Act.
1.20 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.21 "Digital Signal Level 0" or "DSO" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.22 "Digital Signal Level I" or "DSI" 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.
1.23 "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.
1.24 "Exchange Access" is As Defined in the Act.
1.25 "Exchange Message Record" or "ENM" means the standard used for
exchange of telecommunications message information among Local Exchange Carriers
for billable, non-billable, sample, settlement, and study data. EMR format is
contained in BR-010-200-010 XXXX Exchange Message Record, a Xxxx Communications
Research, Inc. ("Bellcore") document that defines industry standards for
Exchange Message Records.
1.26 [Reserved]
1.27 "FCC" means the Federal Communications Commission.
1.28 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a transmission
technology which transmits up to 784 kbps simultaneously in both directions on a
two-wire channel using a 2 Binary /1 Quartenary ("2B1Q") line code.
1.29 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within the State of Delaware, is an
"Incumbent Local Exchange Carrier" As Described in the Act.
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1.30 "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.
1.31 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal.
1.32 "Integrated Services Digital Network" or "ISDN" means a switched
network service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN ("BRI-ISDN") provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data and
signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-ISDN") provides for
digital transmission of twenty three (23) 64 kbps bearer channels and one 16
kbps data and signaling channel (23 B+D).
1.33 "Interconnection" is as Described in the Act, and means the connection
of separate pieces of equipment or transmission facilities within. between, or
among networks. The architecture of Interconnection may include, but is not
limited to, Collocation Arrangements, entrance facilities, and Mid-Span Meet
arrangements.
1.34 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.35 "Interim Number Portability" or "INP" means the use of existing and
available call routing, forwarding, and addressing capabilities (e.g. remote
call forwarding) to enable a Customer to receive Telephone Exchange Service
provided by any Local Exchange Carrier operating within the exchange area with
which the Customer's telephone number(s) is associated, without having to change
the telephone number presently assigned to the Customer and regardless of
whether the Customer's chosen Local Exchange Carrier is the carrier that
originally assigned the number to the Customer.
1.36 "InterLATA" is As Defined in the Act.
1.37 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.
1.38 "Line Side" means an End Office Switch connection that provides
transmission, switching and optional features suitable for Customer connection
to the public switched network, including loop start supervision, ground start
supervision, and signaling for basic rate ISDN service.
1.39 "Line Status Verification" or "LSV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status
check is provided to the requesting operator.
5
1.40 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.41 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.
1.42 "Local Serving Wire Center" means a Wire Center that (i) serves the
area in which the other Party's or a third party's Wire Center, aggregation
point, point of termination, or point of presence is located, or any Wire Center
in the LATA in which the other Party's Wire Center, aggregation point, point of
termination or point of presence is located in which the other Party has
established a Collocation Arrangement or is purchasing an entrance facility, and
(ii) has the necessary multiplexing capabilities for providing transport
services.
1.43 "Local Telephone Number Portability" or "LTNP" means "number
portability" As Defined in the Act.
1.44 "Local Traffic," means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that other Party's network, within a given local calling area, or expanded area
service ("EAS") area, as defined in BA's effective Customer tariffs. Local
Traffic does not include traffic originated or terminated by a commercial mobile
radio service carrier.
1.45 "Main Distribution Frame" or "MDF" means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.
1.46 "MECAB" means the Multiple Exchange Carrier Access Billing (NMCAB)
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 Exchange Access service
provided by two or more LECs, or by one LEC in two or more states, within a
single LATA.
1.47 "MECOD" means 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 OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.
1.48 "Meet-Point Billing" or "MPB" means an arrangement whereby two or more
LECs jointly provide to a third party the transport element of a Switched
Exchange Access Service to one of the LECs' End Office Switches, with each LEC
receiving an appropriate share of the transport
6
element revenues as defined by their effective Exchange Access tariffs. "Meet-
Point Billing Traffic" means traffic that is subject to an effective Meet-Point
Billing arrangement.
1.49 "Mid-Span Meet" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon
Interconnection point.
1.50 "Multiple Xxxx/Single Tariff" or "Multiple Xxxx/Multiple Tariff" means
the MPB method whereby each LEC prepares and renders its own meet point xxxx in
accordance with its own Tariff(s) for the portion of the jointly-provided
Switched Exchange Access Service which the LEC provides.
1.51 "Network Element" is As Defined in the Act.
1.52 "Network Element Bona Fide Request" means the process described on
Exhibit B that prescribes the terms and conditions relating to a Party's request
that the other Party provide a Network Element not otherwise provided by the
terms of this Agreement.
1.53 "North American Numbering Plan" or "NANIP" 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.
1.54 "Numbering Plan Area" or "NPA" is also sometimes referred to as an
area code. There are two general categories of NPAs, "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, 500 and 888 are examples of Non-Geographic NPAs.
1.55 "NXX," "NXX Code," or "End Office Code" means the three digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
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number).
1.56 "Permanent Number Portability" or "PNP" means the use of a database or
other technical solution that comports with regulations issued by the FCC to
provide LTNP for all customers and service providers.
1.57 "Port Element" or "Port" means a line card (or equivalent) and
associated peripheral equipment on an End Office Switch which serves as the
Interconnection between individual loops or individual Customer trunks and the
switching components of an End Office Switch and the associated switching
functionality in that End Office Switch. Each Port is typically associated with
one (or more) telephone number(s) which serves as the Customer's network
address.
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1.58 "Rate Center Area" or "Exchange Area" means the specific geographic
point and corresponding geographic area which has been identified by a given LEC
as being associated with a particular NPA-NXX code assigned to the LEC for its
provision of Telephone Exchange Services. The Rate Center Area is the exclusive
geographic area which the LEC has identified as the area within which it will
provide Telephone Exchange Services bearing the particular NPA-NXX designation
associated with the specific Rate Center Area. A "Rate Center Point" is a
specific geographic point, defined by a V&H coordinate, located within the Rate
Center Area and used to measure distance for the purpose of billing Customers
for distance-sensitive Telephone Exchange Services and Toll Traffic.
1.59 "Rate Demarcation Point" means the point of minimum penetration at the
Customer's premises or other point, as defined in a Party's Tariffs, where
network access recurring charges and LEC responsibility ends and beyond which
Customer responsibility begins.
1.60 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA-NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating 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 Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not be
the same as the corresponding Rate Center Point, nor must it be located within
the corresponding Rate Center Area, nor must there be a unique and separate
Rating Point corresponding to each unique and separate Rate Center.
1.61 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Local Traffic originating on one Party's network and terminating
on the other Party's network.
1.62 "Service Control Point" or "SCP" means the node in the common channel
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 a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.
1.63 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.
1.64 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
8
1.65 "Switched Access Summary Usage Data" means a category 1150XX record as
defined in the ETMR Bellcore Practice BR-010-200-010.
1.66 "Switched Exchange Access Service" means the offering of transmission
and switching services for the purpose of the origination or termination of Toll
Traffic. Switched Exchange Access Services include but may not be limited to:
Feature Group A, Feature Group B, Feature Group D, 700 access, 800 access, 888
access, and 900 access.
1.67 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-I/STS-1) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.68 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions under which a Party offers a particular service, facility,
or arrangement.
1.69 "Technically Feasible Point" is As Described in the Act.
1.70 "Telecommunications" is As Defined in the Act.
1.71 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
1.72 "Telecommunications Carrier" is As Defined in the Act.
1.73 "Telecommunications Service" is As Defined in the Act.
1.74 "Telephone Exchange Service," sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.
1.75 "Toll Traffic" means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that Party's network and is not Local Traffic or Ancillary Traffic. Toll
Traffic may be either "IntraLATA Toll Traffic" or "InterLATA Toll Traffic,"
depending on whether the originating and terminating points are within the same
LATA.
1.76 "Transit Traffic" means any traffic that originates from or terminates
at Focal's network, "transits" BA's network substantially unchanged, and
terminates to or originates from a third Carrier's network, as the case may be.
"Transit Traffic Service" provides Focal with the ability to use its connection
to a BA Access Tandem Switch for the delivery of calls which originate or
9
terminate with Focal and terminate to or originate from a carrier other than,
BA, such as another CLEC, a LEC other than BA, or a wireless carrier. In these
cases, neither the originating nor terminating Customer is a Customer of BA.
This service is provided through BA's Access Tandem Switches. "Transit Traffic"
and "Transit Traffic Service" do not include or apply to traffic that is subject
to an effective Meet-Point Billing arrangement.
1.77 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
---
those transmission and signaling features appropriate for the connection of
switching entities.
1.78 "Unbundled Local Loop Element" or "ULL" means a transmission path that
extends from a Main Distribution Frame, DSX-panel, or functionally comparable
piece of equipment in the Customer's serving End Office to the Rate Demarcation
Point (or network interface device (NID) if installed) in or at a Customer's
premises. The actual loop transmission facilities used to provide an ULL may
utilize any of several technologies.
1.79 "Verification with Call Interruption" or "VCI" means a service that
may be requested and provided when Line Status Verification has determined that
a line is busy due to an ongoing call. VCI is an operator interruption of that
ongoing call to inform the called party that a calling party is seeking to
complete his or her call to the called party.
1.80 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-l" may also be
used.
1.81 "Wire Center" means a building or portion thereof in which a Party has
the exclusive right of occupancy and which serves as a Routing Point for
Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
2.1 This agreement is entered into pursuant to Section 252(i) of the Act
and is based upon the Interconnection Agreement (and amendments thereto) entered
into between MFS and BA for the State of Delaware (the "Separate Agreement").
Such Separate Agreement contains provisions that are identical in all material
respects to provisions of this Agreement (the "Identical Provisions"). The
Parties agree that if any of the Identical Provisions is subsequently amended,
then either Party may, at its sole option, avail itself of any such amendment by
providing written notice to the other Party. In such instances, the Parties
agree to cooperate in effecting the same amendment to the corresponding
provisions contained in the Agreement, which amendment shall be effective from
the date of written notice by the availing Party.
10
2.2 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. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute. regulation, rule or tariff, to any successor provision).
2.3 Subject to the terms set forth in Section 20, each Party hereby
incorporates by reference those provisions of its tariffs that govern the
provision of any of the services or facilities provided hereunder. If any
provision of this Agreement and an applicable tariff cannot be reasonably
construed or interpreted to avoid conflict, the Parties agree to negotiate in
good faith to reconcile and resolve such conflict. If any provision contained
in this main body of the Agreement and any Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this main
body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such tariff
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2.
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE.
3.1 Subject to the terms and conditions of this Agreement, each Party
shall exercise its best efforts to adhere to the Interconnection Activation
Dates and Network, Implementation Schedule set forth in Schedule 3.0, and to
provide fully operational service predominantly over its own Telephone Exchange
Service facilities to business and residential Customers upon the achievement of
the milestones in said Schedule for each listed LATA in Delaware. For purposes
of this Agreement, Focal's service in Delaware shall be considered provided
"predominantly over its own Telephone Exchange Service facilities" if Focal uses
its own Central Office Switch(es) (as opposed to resale of another carrier's
Telephone Exchange Service or Ports) to serve the majority of its Telephone
Exchange Service Customers, its own interoffice transport facilities for the
majority of its interoffice transport needs, and its own local loops (or
functional equivalent), in addition to resale of other carriers' Telephone
Exchange Service or ULLs, to serve its Telephone Exchange Service Customers.
3.2 Schedule 3.0 may be revised and supplemented from time to time upon
the mutual agreement of the Parties to reflect the intention of the Parties to
interconnect in additional LATAs pursuant to subsection 4.4 by attaching one or
more supplementary schedules to Schedule 3.0. The Parties stipulate and agree
that the performance of the terms of this Agreement will satisfy BA's obligation
to provide Interconnection under Section 251 of the Act, and the requirements of
the Competitive Checklist, under Section 271 of the Act. Focal represents that
it is, or intends to become, a provider of Telephone Exchange Service to
residential and business subscribers offered
11
exclusively over its own Telephone Exchange Service facilities or predominantly
over its own Telephone Exchange Service facilities in combination with the
resale of the Telecommunications Services of other carriers.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2).
The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the
terms and conditions of this Agreement, Interconnection of the Parties
facilities and equipment for the transmission and routing of Local Traffic and
Toll Traffic pursuant to this Section 4 shall be established on or before the
corresponding "Interconnection Activation Date" shown for each such LATA within
Delaware on Schedule 3.0. Both Schedule 3.0 and Schedule 4.0 may be revised and
supplemented from time to time upon the mutual agreement of the Parties to
reflect Interconnection in additional LATAs in Delaware pursuant to subsection
4.4 by attaching one or more supplementary addenda to such Schedules.
4.1 SCOPE
4.1.1 Section 4 describes the architecture for Interconnection of the
Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:
Traffic Exchange Trunks for the transmission and routing of
-----------------------
terminating Local Traffic and IntraLATA Toll Traffic between their
respective Telephone Exchange Service customers pursuant to Section
251(c)(2) of the Act, in accordance with Section 5 below;
Access Toll Connecting Trunks for the transmission and routing of
-----------------------------
Exchange Access traffic between Focal Telephone Exchange Service
customers and purchasers of BA's Switched Exchange Access Service via
a BA Access Tandem, pursuant to Section 251(c)(2) of the Act, in
accordance with Section 6 below;
Information Services Trunks for the transmission and routing of
---------------------------
terminating Information Services Traffic in accordance with Section 7
below;
LSV/VCI Trunks for the transmission and routing of terminating LSV/VCI
--------------
traffic, in accordance with Section 7 below;
911/E911 Trunks for the transmission and routing of terminating
---------------
E911/911 traffic, in accordance with Section 7 below;
12
Directory Assistance Trunks for the transmission and routing of
---------------------------
terminating directory assistance traffic, in accordance with
subsection 19.4 below; and
Operator services (call completion) Trunks for the transmission and
------------------------------------------
routing of terminating, call completion traffic, in accordance with
subsection 19.4 below.
4.1.2 The SONET interconnection arrangement described in subsection
4.2 shall be (i) used only for the termination of Local Traffic and IntraLATA
Toll Traffic until such time as the Parties have agreed to appropriate
compensation arrangements relating to the exchange of other types of traffic
over such system, and (ii) subject to the Parties' reaching agreement on an
appropriate compensation arrangement in the event either Party will be providing
or utilizing (in terms of minutes of use) significantly more than one-half of
the SONET facility. Unless otherwise agreed to by the Parties, the SONET system
described herein shall not be used to exchange InterLATA Toll Traffic. Until
the SONET system has been established by the Parties in accordance with
subsection 43 and this subsection 4.1.2, the Parties agree to adopt an initial
interconnection architecture for the exchange of Local Traffic and Toll
(IntraLATA and InterLATA) Traffic.
4.1.3 To the extent required by Section 251 of the Act, the Parties
represent that the arrangements provided in subsections 4.2 and 4.3 of this
Agreement provide for Interconnection to each other's networks at any
technically feasible point. For the purposes of this Agreement, the Parties
agree that Interconnection for the transport and termination of traffic may take
place, in the case of BA, at a terminating End Office, an Access Tandem, a Local
Serving Wire Center and/or other points as specified herein, and, in the case of
Focal, at a node or Central Office and/or other points as specified herein
(collectively, the "Interconnection Points" or "IPs").
4.1.4 The Parties shall establish physical interconnection points at
the available IPs at the locations designated in Schedule 4.0. The mutually
agreed-upon IPs on the Focal network at which Focal will provide transport and
termination of traffic shall be designated as the Focal Interconnection Points
("Focal-IPs"); the mutually agreed-upon IPs on the BA network shall be
designated as the BA Interconnection Points ("BA-IPs"), provided that, for the
purpose of charging for the transport of traffic from the BA-IP to the Focal-IP
in any given LATA, the Focal-IP shall be no further than an entrance facility
away from the BA-IP in such LATA. The Parties may by mutual agreement establish
additional interconnection points at any technically feasible points consistent
with the Act.
4.2 PHYSICAL ARCHITECTURE. In each LATA identified on Schedule 4.0, Focal
and Xxxx Atlantic shall jointly engineer and operate a diverse Synchronous
Optical Network ("SONET") transmission system by which they shall interconnect
their networks pursuant to the joint network reconfiguration and grooming plan
specified in subsection 10.1 ("Joint Grooming Plan"), and according to the
following specifications:
4.2.1 The SONET system shall be used to deliver appropriate traffic to
a mutually agreed-upon Interconnection Point on each Party's network.
13
4.2.2 The SONET transmission system in each LATA shall be configured
substantially as illustrated in Schedule 4.2 and pursuant to the Joint Grooming
Plan, or as otherwise mutually agreed. The Parties shall agree upon which Party
or Parties shall be responsible for procuring, installing, and maintaining the
agreed-upon Optical Line Terminating Multiplexor ("OLTM") equipment, fiber optic
facilities and other equipment pursuant to the Joint Grooming Plan, as
illustrated in that Schedule.
4.2.3 The physical interface of Focal's and BA's facilities necessary
to effect SONET transmission shall be at the optical level via a Mid-Span Meet
or other comparable means, or as otherwise mutually agreed.
4.3 INITIAL ARCHITECTURE.
4.3.1 The Parties agree to provide initial interconnection
arrangements utilizing electrical handoffs, substantially as illustrated in
Schedule 4.3, for a period of no more than eighteen (18) months after the later
of the Effective Date and the LATA Start Date set forth for the LATA in Schedule
3.0; provided, however, that such initial interconnection arrangements shall
continue until (i) facilities suitable for the SONET arrangements described in
subsection 4.2 are established by each of the Parties in its own sole discretion
in the LATA at the mutually agreed-upon SONET meet points and made available,
and (ii) the Parties have agreed upon fully compatible OLTM equipment for use
with such facilities.
4.3.2 The Parties agree to utilize the Focal-IP and BA-IP in each LATA
as designated in Schedule 4.0 as the points from which each Party will provide
the transport and termination of traffic.
4.3.3 Focal shall provide its own facilities for the delivery of
traffic to a collocation arrangement established at the BA-IP pursuant to
Section 13. Xxxx Atlantic shall provide transport and termination of the
traffic beyond the BA-IP.
4.3.4 BA shall purchase a Focal entrance facility (and any necessary
multiplexing) from the BA-IP to the Focal-IP for the delivery of traffic to the
Focal-IP. Alternatively, BA may choose to provide its own facilities to a
collocation arrangement established at the Focal-IP pursuant to Section 13.
Focal shall provide transport and termination of the traffic beyond the Focal-
IP.
4.3.5 Under this initial architecture described in this subsection
4.3, either Party may utilize the Traffic Exchange Trunks for the termination of
its InterLATA Toll Traffic in accordance with the terms contained in Section 5
below and pursuant to the other Party's Switched Exchange Access Service
tariffs. The other Party's Switched Exchange Access Service rates shall apply
to such Traffic. Such InterLATA Toll Traffic may not be routed over the trunk
groups under the SONET architecture described in subsection 4.2, however, unless
specifically agreed to by the Parties.
14
4.4 INTERCONNECTION IN ADDITIONAL LATAS.
4.4.1 If Focal determines to offer Telephone Exchange Services in any
LATA not listed in Schedule 3.0 in which BA also offers Telephone Exchange
Services, Focal shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.
4.4.2 The notice provided in subsection 4.4.1 shall include (i) the
initial Routing Point Focal has designated in the new LATA; (ii) Focal's
requested Interconnection Activation Date (and related milestone dates in
accordance with the format in Schedule 3.0); and (iii) a non-binding forecast of
Focal's trunking requirements.
4.4.3 Unless otherwise agreed to by the Parties, the Parties shall
designate the Wire Center Focal has identified as its initial Routing Point in
the LATA as the Focal-IP in that LATA and shall designate a mutually agreed BA
Local Serving Wire Center that houses an Access Tandem Office within the LATA
nearest to the Focal-IP (as measured in airline miles utilizing the V&H
coordinates method) as the BA-IP in that LATA, provided that, for the purpose of
charging for the transport of traffic from the BA-IP to the Focal-IP, the Focal-
IP shall be no further than an entrance facility away from the BA-IP.
4.4.4 The Parties shall agree upon an addendum to Schedule 3.0 to
reflect the schedule applicable to each new LATA requested by Focal; provided,
however, that unless agreed by the Parties, the Interconnection Activation Date
in a new LATA shall not be earlier than forty-five (45) days after receipt by BA
of all complete and accurate trunk orders and routing information. Within ten
(10) business days of BA's receipt of Focal's notice, BA and Focal shall confirm
the BA-IP, the Focal-IP and the Interconnection Activation Date for the new LATA
by attaching an addendum to Schedule 3.0.
4.5 INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC. Each Party
shall make available Interconnection Points and facilities for routing of
traffic from those Interconnection Points as designated in Schedule 4.5. Any
additional traffic that is not covered in Schedule 4.5 shall be subject to
separate negotiations between the Parties, except that (i) either Party may
deliver traffic of any type or character to the other Party for termination as
long as the delivering Party pays the receiving Party's then current Switched
Exchange Access rates for such traffic, and (ii) upon a bona fide request from
---------
either Party, the Parties will exercise all reasonable efforts to conclude an
agreement covering the exchange of such traffic.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
TO SECTION 251(c)(2)
5.1 SCOPE OF TRAFFIC. Section 5 prescribes parameters for trunk groups
(the "Traffic Exchange Trunks") to be effected over the Interconnections
specified in Section 4.0 for the
15
transmission and routing of Local Traffic and IntraLATA Toll Traffic between the
Parties' respective Telephone Exchange Service Customers.
5.2 TRUNK GROUP CONNECTIONS AND ORDERING
5.2.1 Trunk group connections will be made at a DS- I level or higher
for exchange of Local and Toll Traffic. Higher speed connections shall be made,
when and where available, in accordance with the Joint Grooming Plan prescribed
in Section 10. Ancillary Traffic trunk groups may be made below a DS-1 level,
as may be agreed to by the Parties.
5.2.2 Each Party will identify its Carrier Identification Code, a
three or four digit numeric obtained from Bellcore, to the other Party when
ordering a trunk group.
5.3 ADDITIONAL SWITCHING SYSTEM HIERARCHY AND TRUNKING REQUIREMENTS
5.3.1 For purposes of routing Focal traffic to BA, the subtending
arrangements between BA Access Tandem Switches and BA End Office Switches shall
be the same as the Access Tandem/End Office subtending arrangements BA maintains
for the routing of its own or other carriers' traffic. For purposes of routing
BA traffic to Focal, the subtending arrangements between Focal Access Tandem
Switches (or functional equivalent) and Focal End Office Switches (or functional
equivalent) shall be the same as the Access Tandem/End Office subtending
arrangements (or functional equivalent) which Focal maintains for the routing of
its own or other carriers' traffic.
5.4 SIGNALING
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Party's traffic in accordance with the provisions contained in Section 17 below.
5.5 GRADES OF SERVICE
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Joint Grooming Plan as set forth in Section
10.
5.6 MEASUREMENT AND BILLING
5.6.1 For billing purposes, each Party shall pass Calling Party Number
("CPN") information on each call carried over the Traffic Exchange Trunks,
wherever technically feasible. At such time as either Party has the ability, as
the Party receiving the traffic, to use such CPN information to classify on an
automated basis traffic delivered by the other Party as either Local Traffic or
Toll Traffic, such receiving Party shall xxxx the originating Party the Local
Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of Traffic for which CPN is
passed, as provided in Exhibit A and applicable Tariffs.
16
5.6.2 If, under the circumstances set forth in subsection 5.6.1, it
is not technically feasible for the originating Party to pass CPN on up to ten
percent (10%) of calls, the receiving Party shall xxxx the originating Party the
Local Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of traffic, as provided in
Exhibit A and applicable Tariffs, for which CPN is passed. For the remaining up
to ten percent (10%) of calls without CPN information, the receiving Party shall
xxxx the originating Party for such traffic as Local Traffic termination rates,
Intrastate Exchange Access rates, or Interstate Exchange Access rates applicable
to each minute of traffic, as provided in Exhibit A and applicable Tariffs, in
direct proportion to the minutes of use of calls passed with CPN information.
5.6.3 If it is not technically feasible for the originating Party to
pass CPN on more than ten percent (10%) of calls, or if the receiving Party
lacks the ability to use CPN information to classify on an automated basis
traffic delivered by the other Party as either Local Traffic or Toll Traffic,
and the originating Party chooses to combine Local and Toll Traffic on the same
trunk group, it will supply an auditable Percent Local Use ("PLU") report
quarterly, based on the previous three months' traffic, and applicable to the
following three months. If the originating Party also chooses to combine
Interstate and Intrastate Toll Traffic on the same trunk group, it will supply
an auditable Percent Interstate Use ("PIU") report quarterly, based on the
previous three months' terminating traffic, and applicable to the following
three months. In lieu of the foregoing PLU and/or PIU reports, the Parties may
agree to provide and accept reasonable surrogate measures for an agreed-upon
interim period.
5.6.4 Measurement of billing minutes for purposes of determining
terminating compensation shall be in conversation seconds.
5.7 RECIPROCAL COMPENSATION ARRANGEMENTS - SECTION 251(b)(5).
Reciprocal Compensation arrangements address the transport and termination
of Local Traffic. BA's delivery of Traffic to Focal that originated with a third
carrier is addressed in subsection 7.3. Where Focal delivers Traffic (other
than Local Traffic) to BA, except as may be set forth herein or subsequently
agreed to by the Parties, Focal shall pay BA the same amount that such carrier
would have paid BA for termination of that Traffic at the location the Traffic
is delivered to BA by Focal. Compensation for the transport and termination of
traffic not specifically addressed in this subsection 5.7 shall be as provided
elsewhere in this Agreement, or if not so provided, as required by the Tariffs
of the Party transporting and/or terminating the traffic.
5.7.1 Nothing in this Agreement shall be construed to limit either
Party's ability to designate the areas within which that Party's Customers may
make calls which that Party rates as "local" in its Customer Tariffs.
5.7.2 The Parties shall compensate each other for transport and
termination of Local Traffic in an equal and symmetrical manner at the rates
provided in the Detailed Schedule of Itemized Charges (Exhibit A hereto) or, if
not set forth therein, in the applicable Tariff(s) of the
17
terminating Parry, as the case may be. These rates are to be applied at the
Focal-IP for traffic delivered by BA, and at the BA-IP for traffic delivered by
Focal. No additional charges, including port or transport charges, shall apply
for the termination of Local Traffic delivered to the BA-IP or the Focal-IP,
except as set forth in Exhibit A. When Local Traffic is terminated over the same
trunks as Toll Traffic, any port or transport or other applicable access charges
related to the Toll Traffic shall be prorated to be applied only to the Toll
Traffic.
5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Toll Traffic shall continue to be governed by
the terms and conditions of the applicable federal and state Tariffs.
5.7.4 Compensation for transport and termination of all Traffic which
has been subject to performance of INP by one Party for the other Party pursuant
to Section 14 shall be as specified in subsection 14.5.
5.7.5 The designation of Traffic as Local or Toll for purposes of
compensation shall be based on the actual originating and terminating points of
the complete end-to-end call, regardless of the carrier(s) involved in carrying
any segment of the call.
5.7.6 Each Party reserves the right to measure and audit all Traffic
to ensure that proper rates are being applied appropriately. Each Party agrees
to provide the necessary Traffic data or permit the other Party's recording
equipment to be installed for sampling purposes in conjunction with any such
audit.
5.7.7 The Parties will engage in settlements of alternate-billed calls
(e.g. collect, calling card, and third-party billed calls) originated or
---
authorized by their respective Customers in Delaware in accordance with the
terms of an appropriate billing services agreement for intraLATA intrastate
alternate-billed calls or such other arrangement as may be agreed to by the
Parties.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2).
6.1 SCOPE OF TRAFFIC
Section 6 prescribes parameters for certain trunks to be established over
the Interconnections specified in Section 4 for the transmission and routing of
traffic between Focal Telephone Exchange Service Customers and Interexchange
Carriers ("Access Toll Connecting Trunks"). This includes casually-dialed
(10XXX and 10lXXXX) traffic.
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6.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
6.2.1 Focal shall establish Access Toll Connecting Trunks by which it
will provide tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic to and from Focal's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Focal's Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to an BA Access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Focal utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to an Access Tandem BA
utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which BA Access Tandem(s)
will be subtended by each Focal End Office Switch. Focal's End Office switch
shall subtend the BA Access Tandem that would have served the same rate center
on BA's network. Alternative configurations will be discussed as part of the
Joint Plan.
6.3 MEET-POINT BILLING ARRANGEMENTS
6.3.1 Focal and BA will establish Meet-Point Billing arrangements in
order to provide a common transport option to Switched Access Services Customers
via an Access Tandem Switch in accordance with the Meet-Point Billing guidelines
contained in the OBF's MECAB and MECOD documents, except as modified herein, and
BA's Delaware's Tariff Number 35, Section 2.4.6. The arrangements described in
this Section 6 are intended to be used to provide Switched Exchange Access
Service that originates and/or terminates on a Telephone Exchange Service that
is provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
BA.
6.3.2 In each LATA, the Parties shall establish MPB arrangements
between the applicable Rating Point/BA Local Serving Wire Center combinations.
6.3.3 Interconnection for the MPB arrangement shall occur at the BA-IP
in the LATA, unless otherwise agreed to by the Parties.
6.3.4 Focal and BA will use reasonable efforts, individually and
collectively, to maintain provisions in their respective state access tariffs,
and/or provisions within the National Exchange Carrier Association ("NECA")
tariff No. 4, or any successor Tariff sufficient to reflect the MPB arrangements
established pursuant to this Agreement.
19
6.3.5 Each Party shall implement the "Multiple Xxxx/Single Tariff" or
"Multiple Xxxx/Multiple Tariff" option, as appropriate, in order to xxxx an IXC
for the portion of the jointly provided telecommunications service provided by
that Party.
6.3.6 The rate elements to be billed by each Party are as set forth
in Schedule 6.3. The actual rate values for each Party's affected access service
rate element shall be the rates contained in that Party's own effective federal
and state access tariffs, or other document that contains the terms under which
that Party's access services are offered. The MPB billing percentages for each
Rating Point/BA Local Serving Wire Center combination shall be calculated in
accordance with the formula set forth in subsection 6.3.16 below.
6.3.7 Each Party shall provide the other Party with the billing name,
billing address, and Carrier Identification Code ("CIC") of the IXC, and
identification of the IXC's Local Serving Wire Center in order to comply with
the MPB notification process as outlined in the MECAB document via facsimile or
such other media as the Parties may agree to.
6.3.8 BA shall provide Focal with the Switched Access Detail Usage
Data (category 1101XX records) on magnetic tape or via such other media as the
Parties may agree to, no later than ten (10) business days after the date the
usage occurred.
6.3.9 Focal shall provide BA with the Switched Access Summary Usage
Data (category 1150XX records) on magnetic tape or via such other media as the
Parties may agree, no later than ten (10) business days after the date of its
rendering. of the xxxx to the relevant IXC, which xxxx shall be rendered no less
frequently than monthly.
6.3.10 Each Party shall coordinate and exchange the billing account
reference ("BAR") and billing account cross reference ("BACR") numbers or
Operating Company Name ("OCN"), as appropriate, for the MPB 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, or if the OCN changes.
6.3.11 Errors may be discovered by Focal, the IXC or BA. Each Party
agrees to provide the other Party with notification of any errors it discovers
within two (2) business days of the date of such discovery. In the event of a
loss of data, both Parties shall cooperate to reconstruct the lost data and, if
such reconstruction is not possible, shall accept a reasonable estimate of the
lost data based upon prior usage data.
6.3.12 Either Party may request a review or audit of the various
components of access recording up to a maximum of two (2) audits per calendar
year. All costs associated with each review and audit shall be borne by the
requesting Party. Such review or audit shall be conducted subject to
confidentiality protection and during regular business hours. A Party may
conduct additional audits, at its expense, upon the other Party's consent, which
consent shall not be unreasonably withheld.
20
6.3.13 Nothing contained in this subsection 6.3. shall create any
liability for damages, losses, claims, costs, injuries, expenses or other
liabilities whatsoever on the part of either Party (other than as may be set
forth in MECAB or in any applicable Tariff).
6.3.14 The Parties shall not charge one another for the services
rendered or information provided pursuant to this subsection 6.3.
6.3.15 MPB will apply for all traffic bearing the 500, 900, 800/888
(to the extent provided by an IXC) or any other non-geographic NPA which may be
likewise designated for such traffic in the future.
6.3.16 In the event Focal determines to offer Telephone Exchange
Services in another LATA in which BA operates an Access Tandem Switch, BA shall
permit and enable Focal to subtend the BA Access Tandem Switch(es) designated
for the BA End Offices in the area where the Focal Rating Point(s) associated
with the NPA-NXX(s) to/from which the Switched Exchange Access Services are
homed. The MPB billing percentages for each new Rating Point/BA Local Serving
Wire Center combination shall be calculated according to the following formula:
a/(a + b) = Focal Billing Percentage
and
b/(a + b) = BA Billing Percentage
where:
-----
a = the airline mileage between the Rating Point and the actual
point of interconnection for the WB arrangement; and
b = the airline mileage between the BA Local Serving Wire Center
and the actual point of interconnection for the IMPB arrangement.
Focal shall inform BA of the LATA in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement, as part of the notice required by subsection 4.4.1
above. Within ten (10) business days of Focal's delivery of notice to BA, BA
and Focal shall confirm the new Rating Point/BA Local Serving Wire Center
combination and billing percentages. Nothing in this subsection 6.3.16 shall be
construed to limit Focal's ability to select to interconnect with BA in
additional LATAs by means of Interconnection at a Local Serving Wire Center, to
the extent that such Interconnection is permitted under this Agreement.
6.4 800/888 TRAFFIC
The following terms shall apply when either Party delivers 800/888 calls
to the other Party for completion.
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6.4.1 When Focal delivers untranslated 800/888 calls to BA for
completion
a. to an IXC, BA shall:
(i) Provide a MPB record in an industry standard format to
Focal; and
(ii) Xxxx the IXC the appropriate BA query charge
associated with the call.
b. as an IntraLATA call to BA or another LEC in the LATA, BA
shall
(i) Provide a copy record in an industry standard format
to Focal;
(ii) Xxxx Focal the appropriate BA query charge associated
with the call; and
(iii) Submit the call records to ITORP for payment by BA or
the LEC that is the 800/888 service provider of Focal's and
any intermediate LEC's Tariffed Exchange Access charges and
query charges.
6.4.2 When BA delivers 800/888 calls originated by BA's or another
LEC's Customers to Focal for completion
a. to Focal in its capacity as an IXC, BA shall:
(i) Xxxx Focal the appropriate BA query charge associated
with the call; and
(ii) Xxxx Focal the appropriate FGD Exchange Access charges
associated with the call.
b. as an IntraLATA call to Focal in its capacity as a LEC,
(i) the originating LEC shall submit the appropriate call
records to ITORP for payment by Focal of BA's (and another
LEC's, if appropriate) tariffed Exchange Access charges; and
(ii) Focal shall pay the originating LEC's appropriate
query charge associated with the call.
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7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 INFORMATION SERVICES TRAFFIC
The following provisions shall apply only to Focal-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as Focal connects Information Services platforms to its
network, the Parties shall agree upon a suitable arrangement for BA-originated
Information Services Traffic.
7.1.1 Focal shall route Information Services Traffic that originates
on its own network to the appropriate information services platform(s) connected
to BA's network. Focal will establish a dedicated trunk group to the BA
information services serving switch. This trunk group will be utilized to allow
Focal to route information service traffic originated on its network to BA.
7.1.2 Focal shall provide an electronic file transfer or monthly
magnetic tape containing recorded call detail information to BA.
7.1.3 BA shall provide to Focal via electronic file transfer or
magnetic tape or other means as available all necessary information to rate the
Information Services Traffic to Focal's Customers pursuant to the BA's
agreements with each information services provider. Information shall be
provided in as timely a fashion as practical in order to facilitate record
review and reflect actual prices set by the individual information services
providers.
7.1.4 Focal shall xxxx and collect such information services provider
charges and remit the amounts collected to BA less:
a. The Information Services Billing and Collection fee set forth in
Exhibit A;
and
b. An uncollectibles; reserve calculated based on the uncollectibles
reserve in BA's billing and collection agreement with the applicable
information services provider; and
c. Customer adjustments provided by Focal.
Focal shall provide to BA sufficient information regarding uncollectibles
and Customer adjustments to allow BA to pass through the adjustments to the
information services provider, and BA shall pass through such adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, Focal shall reimburse BA for all such
disputed adjustments. Final resolution regarding all disputed adjustments shall
be solely between Focal and the information services provider.
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7.1.5 Nothing in this Agreement shall restrict either Party from
offering to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
7.1.6 The Parties may agree to separate arrangements for the billing
and compensation of variable rated (e.g. 970, 540) information services.
---
7.1.7 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces.
7.2 LSV/VCI TRAFFIC
7.2.1 Each Party shall offer LSV and VCI services to enable its
Customers to verify and/or interrupt calls of the other Party's Customers. In
such instances, the other Party shall accept and respond to LSV and VCI requests
from the operator bureau of the requesting Party. Both the requesting Party
(Party A) and the responding Party (Party B) shall perform in accordance with
the terms set forth in this subsection 7.2 and pursuant to inter-Party rates to
be agreed upon between the Parties.
7.2.2 The Party B operator shall only verify the status of the line
(LSV) or interrupt the line to inform the called party that there is a call
waiting. The Party B operator will not complete the telephone call of the
Customer initiating the LSV/VCI request. The Party B operator will only make
one LSV/VCI attempt per Customer operator bureau telephone call, and the
applicable charges apply whether or not the called party releases the line.
7.2.3 Each Party's operator bureau shall accept LSV and VCI inquiries
from the operator bureau of the other Party in order to allow transparent
provision of LSV/VCI Traffic between the Parties' networks.
7.2.4 Each Party shall route LSV/VCI Traffic inquiries over separate
direct trunks (and not the Local/IntraLATA/InterLATA Trunks) established between
the Parties' respective operator bureaus. Each Party shall offer interconnection
for LSV/VCI traffic Local Serving Wire Center, operator services Tandem Office
subtended by such Local Serving Wire Center, or other mutually agreed point in
the LATA. Separate LSV/VCI trunks delivered at the Local Serving Wire Center
will be directed to the operator services Tandem Office designated by Party B.
Unless otherwise mutually agreed, the Parties shall configure LSV/VCI trunks
over the Interconnection architectures in accordance with the terms of Section
4, consistent with the Joint Grooming Plan. Party A shall outpulse the
appropriate NPA, ATC Code, and Routing Code (operator code) to Party B.
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7.3 TRANSIT SERVICE
7.3.1 Focal shall exercise all reasonable efforts to enter into a
reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC, or other LEC to which it
sends, or from which it receives, local traffic that transits BA facilities over
Traffic Exchange Trunks. If Focal fails to enter into such an arrangement as
quickly as commercially reasonable following the Effective Date and to provide
copies thereof to BA, but continues to utilize BA's Transit Service for the
exchange of local traffic with such wireless carrier, ITC, CLEC, or other LEC,
Focal shall, in addition to paying the rate set forth in Exhibit A for said
Transit Service, pay BA any charges or costs such terminating third party
carrier imposes or levies on BA for the delivery or termination of such Traffic,
including any switched access charges, plus all reasonable expenses incurred by
-----
BA in delivering or terminating such Traffic and/or resulting from Focal's
failure to secure said reciprocal local traffic exchange arrangement. BA will,
upon request, provide Focal with all reasonable cooperation and assistance in
obtaining such arrangements. The Parties agree to work cooperatively in
appropriate industry fora to promote the adoption of reasonable industry
guidelines relating to Transit Traffic.
7.3.2 Meet-Point Billing compensation arrangements as described in
subsection 6.3 shall be utilized for compensation for the joint handling of Toll
Traffic.
7.3.3 BA expects that most networks involved in Transit Traffic will
deliver each call to each involved network with CCS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those services supported by BA and billing functions. In
all cases, each Party shall follow the Exchange Message Record ("EMR") standard
and exchange records between the Parties and with the terminating carrier to
facilitate the billing process to the originating network.
7.3.4 Transit Traffic shall be routed over the Traffic Exchange Trunks
described in Section 5 above.
7.4 911/E911 ARRANGEMENTS
7.4.1 Focal will interconnect to the BA 911/E911 selective routers or
911 Tandem Offices, where available, which serve the areas in which Focal
provides Telephone Exchange Services, for the provision of 911/E911 services and
for access to all subtending Public Safety Answering Points ("PSAP"). In such
situations, BA will provide Focal with the appropriate CLLI codes and
specifications of the Tandem Office serving area. In areas where E911 is not
available, Focal and BA will negotiate arrangements to connect Focal to the 911
service.
7.4.2 Path and route diverse interconnections for 911/E911 shall be
made at the Focal-IP, the BA-IP, or other points as necessary and mutually
agreed, and as required by law or regulation.
25
7.4.3 Upon request, BA will provide Focal with the following:
a. an electronic interface, when available, through which Focal shall
input and provide a daily update of 911/E911 database information related
to appropriate Focal Customers. Until such time as an electronic interface
is available, Focal shall provide BA with all appropriate 911 information
such as name, address, and telephone number in writing for BA's entry into
the 911 database system. Any 911-related data exchanged between the
Parties shall conform to the National Emergency Number Association
standards;
b. a file containing the Master Street Address Guide ("MSAG"), as may
be updated from time to time, for the exchanges or communities specified;
c. a return of any Focal E911 data entry files containing errors, so
that Focal may ensure the accuracy of the Customer records; and
d. PSAP 911 Tandem information.
7.4.4 In cases where a Customer of one Party elects to discontinue its
service and become the Customer of the other Party ("Party B") but desires to
retain its original telephone number pursuant to an INP or PNP arrangement,
Party B will outpulse the telephone number to which the call has been forwarded
(i.e. the Customer's ANI) to the 911 Tandem Office. Party B will also provide
----
the 911 database with both the forwarded number and the directory number, as
well as the appropriate address information of the Customer.
7.4.5 BA and Focal will use their best efforts to facilitate the
prompt, robust, reliable and efficient interconnection of Focal systems to the
911/E911 platforms.
7.4.6 BA and Focal will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements. BA shall assist
Focal in identifying the appropriate person in each municipality for the purpose
of obtaining the ten-digit subscriber number of each PSAP.
7.4.7 The Parties acknowledge that the provision of INP, until PNP
with full 911 compatibility is available, creates a special need to have the
Automatic Location Identification ("ALI") screen reflect two number: the "old"
number and the "new" number assigned by Focal. The Parties acknowledge further
the objective of including the five character Telephone Company Identification
("TCI") of the company that provides service to the calling line as part of the
ALI display. Until such time as TCI is operational, however, BA and Focal agree
to supply and use the three-letter Access Carrier Name Abbreviation ("ACNA") as
the carrier identifier.
7.4.8 Focal will compensate BA for connections to its 911/E911
pursuant to Exhibit A.
26
7.4.9 Focal will comply with all applicable rules and regulations
pertaining to the provision of 91l/E911 services in Delaware.
7.5 ANCILLARY TRAFFIC GENERALLY. Ancillary Traffic that may be
terminated at a BA Local Serving Wire Center pursuant to subsection 4.5 above
shall be subject to a separate transport charge for transport from the Local
Serving Wire Center to the appropriate Tandem Office, as set forth in Exhibit A.
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS
8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect in any manner either Party's right to employ or to request and
be assigned any Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
BA shall provide Focal access to telephone numbers by assigning NXX codes to
Focal in accordance with such Assignment Guidelines.
8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order 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, except as expressly set forth
in this Agreement.
8.3 Unless mandated otherwise by a Commission order, the Rate Center Areas
will be the same for each Party. During the term of this Agreement, Focal shall
adopt the Rate Center Areas and Rate Center Points that the Commission has
approved for BA, in all areas where BA and Focal service areas overlap, and
Focal shall assign whole NPA-NXX codes to each Rate Center unless the LEC
industry adopts alternative methods of utilizing NXXs in the manner adopted by
the NANP.
8.4 Focal will also designate a Routing Point for each assigned NXX code.
Focal shall designate one location for each Rate Center Area as the Routing
Point for the NPA-NXXs associated with that Area, and such Routing Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself.
8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain Focal's choices regarding the size of the local calling
area(s) that Focal may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA's local calling areas.
27
9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES
9.1 The Parties will work cooperatively to install and maintain a reliable
network. Focal and BA will exchange appropriate information (e.g., maintenance
----
contact numbers, network information, information required to comply with law
enforcement and other security agencies of the Government) to achieve this
desired reliability. In addition, the Parties will work cooperatively to apply
sound network management principles to alleviate or to prevent congestion.
9.2 Each Party recognizes a responsibility to follow the standards that
may be agreed to between the Parties and to employ characteristics and methods
of operation that will not interfere with or impair the service or any
facilities of the other or any third parties connected with or involved directly
in the network of the other.
9.3 INTERFERENCE OR IMPAIRMENT
If Party A reasonably determines that the characteristics and methods of
operation used by Party B will or may interfere with or impair its provision of
services, Party A shall have the right to discontinue Interconnection subject,
however, to the following:
9.3.1 Party A shall have given Party B ten (10) days' prior written
notice of interference or impairment or potential interference or impairment
which specifies the time within which Party B is to correct the condition; and,
9.3.2 Party A shall have concurrently provided a copy of the notice
provided to Party B under (a) above to the appropriate federal and/or state
regulatory bodies.
9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and Party A may immediately discontinue
Interconnection if reasonably necessary to meet its obligations. In such case,
however, Party A shall use all reasonable means to notify Party B and the
appropriate federal and/or state regulatory bodies.
9.3.4 Upon correction of the interference or impairment, Party A will
promptly renew the Interconnection. During such period of discontinuance, there
will be no compensation or credit allowance by Party A to Party B for
interruptions.
9.4 REPEATED OR WILLFUL NONCOMPLIANCE
9.4.1 The Interconnection provided hereunder may be discontinued by
either Party upon thirty (30) days written notice to the other for repeated or
willful violation of and/or a refusal to comply with this Agreement. The Party
discontinuing will notify the appropriate federal and/or state regulatory bodies
concurrently with the notice to the other Party of the prospective
discontinuance.
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9.5 OUTAGE REPAIR STANDARD
In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to any other carrier whose
network is connected to that of the providing Party. Focal and BA may agree to
modify those procedures from time to time based on their experience with
comparable Interconnection arrangements with other carriers.
9.6 NOTICE OF CHANGES -- SECTION 251(c)(5).
If a Party makes a change in its network which it believes will materially
affect the interoperability of its network with the other Party's network, the
Party making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party.
10.0 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR.
10.1 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN. Within ninety (90)
days of the date the Parties first establish Interconnection hereunder, unless
the Parties agree to a different date, Focal and BA shall jointly develop a
grooming plan (the "Joint Plan") which shall define and detail, inter alia,
----- ----
a. modifications to the agreement on physical architecture consistent
with the guidelines defined in Section 4;
b. standards to ensure that Interconnection trunk groups experience a
grade of service, availability and quality which is comparable to that
achieved on interoffice trunks within BA's network and in accord with all
appropriate relevant industry-accepted quality, reliability and
availability standards. Trunks provided by either Party for
Interconnection services will be engineered using a design blocking
objective of B.01;
c. the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the trunk groups,
including, but not limited to, standards and procedures for notification
and discoveries of trunk disconnects;
d. disaster recovery provision escalation;
e. migration from one-way to two-way Interconnection Trunks upon
mutual agreement of the Parties;
f. actual meet point locations on the SONET system; and
29
g. such other matters as the Parties may agree.
10.2 INSTALLATION, MAINTENANCE, TESTING AND REPAIR. BA's standard
intervals for Feature Group D Switched Exchange Access Services will be used for
Interconnection. Focal shall meet the same intervals for comparable
installations, maintenance, joint testing, and repair of its facilities and
services associated with or used in conjunction with Interconnection or shall
notify BA of its inability to do so and will negotiate such intervals in good
faith. The Parties agree that the standards to be used by each Party for
isolating and clearing any disconnections and/or other outages or troubles shall
be no less favorable than those applicable to comparable arrangements,
facilities, or services being provided by such Party to any other carrier whose
network is connected to that of the providing Party.
10.3 FORECASTING REQUIREMENTS FOR TRUNK PROVISIONING. Within sixty (60)
days of executing this Agreement, Focal shall provide BA a one (1) year traffic
forecast. This initial forecast will provide the amount of traffic to be
delivered to each of BA's End Offices affected by the exchange of traffic. The
forecast shall be updated and provided to BA on a quarterly basis, and include
Access Carrier Terminal Location (ACTL), traffic type (local/toll, operator
services, 911, etc.). code (identifies trunk group), A location/Z location (CLLI
codes), interface type (e.g., DS1), and trunks in service each year
(cumulative).
10.3.1 Initial Forecasts/Trunking Requirements. Because BA's
---------------------------------------
trunking requirements will, at least during an initial period, be dependent on
the customer segments and service segments within customer segments to whom
Focal decides to market its services, BA will be largely dependent on Focal to
provide accurate trunk forecasts for both inbound (from BA) and outbound (from
Focal) traffic. BA will, as an initial matter and upon request, provide the same
number of trunks to terminate local traffic to Focal as Focal provides to
terminate local traffic to BA, unless Focal expressly identifies particular
situations that are expected to produce traffic that is substantially skewed in
either the inbound or outbound direction, in which case BA will provide the
number of trunks Focal suggests. Upon the establishment of any new set of trunks
for traffic from BA to Focal, BA will monitor traffic for ninety (90) days, and
will, as necessary at the end of that period, either augment trunks or
disconnect trunks, based on the application of reasonable engineering criteria
to the actual traffic volume experienced. If, after such 90-day period, BA has
determined that the trunks are not warranted by actual traffic volumes, then, on
ten (10) days' written notice, BA may hold Focal financially responsible for
such trunks retroactive to the start of the 90-day period until such time as
they are justified by actual traffic volumes, based on the application of
reasonable engineering criteria. To the extent that BA requires Focal to install
trunks for delivery of traffic to BA, Focal may apply the same procedures with
respect to BA's trunking requirements.
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3).
To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that Focal
30
will be able to lease and interconnect to whichever of the Network Elements
Focal requires, and to combine the BA-provided elements with any facilities and
services that Focal may itself provide, except that Focal shall not recombine
Network Elements purchased from BA for use as a substitute for the purchase at
wholesale rates of Telecommunications Services that BA provides unless otherwise
mandated by the FCC or the Commission or agreed to by BA with other carriers.
11. UNBUNDLED LOCAL LOOP ("ULL") TRANSMISSION TYPES
Subject to subsection 11.4, BA shall allow Focal to access the following
ULL types (in addition to those ULLs available under applicable tariffs)
unbundled from local switching and local transport in accordance with the terms
and conditions set forth in this subsection 11.1.
11.1.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" provides an
effective 2-wire channel with 2-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals and loop-
start signaling. The service is more fully described in Xxxx Xxxxxxxx XX-00000.
If "Customer-Specified Signaling" is requested, the service will operate with
one of the following signaling types that may be specified when the service is
ordered: loop-start, ground-start, loop-reverse-battery, and no signaling. The
service is more fully described in Xxxx Xxxxxxxx XX-00000.
11.1.2 "4-Wire Analog Voice Grade ULL" or "Analog 4W" provides an
effective 4-wire channel with 4-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals. The
service will operate with one of the following signaling types that may be
specified when the service is ordered: loop-start, ground-start, loop- reverse-
battery, duplex, and no signaling. The service is more fully described in Xxxx
Xxxxxxxx XX-00000.
11.1.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" provides a
channel with 2-wire interfaces at each end that is suitable for the transport of
160 kbps digital services using the ISDN 2B1Q line code.
11.1.4 "2-Wire ADSL-Compatible ULL" or "ADSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of digital
signals up to 6Mbps toward the Customer-and up to 640 kbps from the Customer. BA
will offer ADSL-Compatible ULLs only when the technology BA uses to provide such
ULLs is compatible with that of Focal. In addition, ADSL-Compatible ULLs will
be available only where existing copper facilities can meet applicable industry
standards.
11.1.5 "2-Wire HDSL-Compatible ULL" or "HDSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of 784
kbps digital signals simultaneously in both directions using the 2B1Q line code.
HDSL compatible ULLs will be available only where existing copper facilities can
meet the specifications.
31
11.1.6 "4-Wire HDSL-Compatible ULL" or "HDSL 4W" provides a channel
with 4-wire interfaces at each end. Each 2-wire channel is suitable for the
transport of 784 kbps digital signals simultaneously in both directions using
the 2B1Q line code. HDSL compatible ULLs will be available only where existing
copper facilities can meet the specifications.
11.1.7 ULLs will be offered on the terms and conditions specified
herein and on such other terms in applicable Tariffs that are not inconsistent
with the terms and conditions set forth herein. BA shall make ULLs available to
Focal at the rates specified by the Commission, as amended from time to time,
subject to the provisions of subsection 11.1.8 below.
11.1.8 BA will make Analog 2-Wire ULLs available for lease by Focal in
accordance with the schedule set forth in Schedule 3.0. BA will make BRI ISDN
and Analog 4W ULLs available for lease by Focal by the later of January 1, 1997,
or the date when the ULL milestone contained in Schedule 3.0 is achieved in the
LATA. BA will make XXXX 0X, XXXX 0X, and HDSL 4W ULLs available for lease by
Focal as soon as practicable, but in any event no later than six months, after
BA makes the services using equivalent loop facilities commercially available to
its own end-user Customers in Delaware. Upon request by either BA or Focal, the
Parties shall agree upon a reasonable schedule and location for a technical and
operational trial(s) of ADSL 2W, HDSL 2W, and/or HDSL 4W ULLs. Such trial(s)
may, by mutual agreement, be conducted in any jurisdiction in which affiliates
of BA and Focal both operate. Upon successful completion of such trial(s), the
Parties shall agree upon an implementation schedule for the ULL type(s) subject
to such trial(s), which schedule shall begin no later than ninety (90) days
after successful completion of such trial(s).
11.2 PORT TYPES
BA shall make available to Focal unbundled 2-wire analog line and 2-wire
analog trunk Ports on the terms and conditions specified herein and on such
other terms in applicable Tariffs that are not inconsistent with the terms and
conditions set forth herein. BA will offer Focal Ports utilizing other
technologies as they become available, upon bona fide request by Focal.
11.3 TRUNK SIDE LOCAL TRANSPORT
BA shall provide Focal local transport from the trunk side of BA's Central
Office Switches using private lines and special access services unbundled from
switching and other services in accordance with the terms and conditions of BA's
existing or filed Tariffs, as referenced in Exhibit A.
11.4 LIMITATIONS ON UNBUNDLED ACCESS
11.4.1 Unless otherwise mandated by the FCC or the Commission or
agreed to by BA with other carriers, Focal may not cross-connect a BA-provided
ULL to a BA- provided Port, but instead shall purchase a network access line
under applicable tariffs.
32
11.4.2 BA shall only be required to make available ULLs and Ports
where such ULLs and Ports are available.
11.4.3 Focal shall access BA's unbundled Network Elements specifically
identified in this Agreement via Collocation in accordance with Section 13 at
the BA Wire Center where those elements exist and each ULL or Port shall be
delivered to Focal's Collocation by means of a Cross Connection.
11.4.4 BA shall provide Focal access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if Focal requests one or more ULLs provisioned via Integrated Digital
Loop Carrier or Remote Switching technology deployed as a ULL concentrator, BA
shall, where available, move the requested ULL(s) to a spare, existing physical
ULL at no additional charge to Focal. If, however, no spare physical ULL is
available, BA shall within three (3) business days of Focal's request notify
Focal of the lack of available facilities. Focal may then at its discretion make
a Network Element Bona Fide Request to BA to provide the Unbundled Local Loop
through the demultiplexing of the integrated digitized ULL(s). Focal may also
make a Network Element Bona Fide Request for access to Unbundled Local Loops at
the ULL concentration site point. Alternatively, Focal may choose to avail
itself of BA's Special Construction services, as set forth in Exhibit A, for the
provisioning of such ULL(s). Notwithstanding anything to the contrary in this
Agreement, the provisioning intervals set forth in subsection 11.6 and the
Performance Criteria and Performance Interval Dates set forth in subsection 27.1
and Schedule 27, respectively, shall not apply to ULLs provided under this
subsection 11.4.4.
11.4.5 If Focal orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
distance extensions may be required and additional rates and charges shall apply
as set forth in Exhibit A or applicable Tariffs.
11.4.6 BA will exercise all reasonable efforts to ensure that the
service intervals that apply to ULLs and unbundled Ports are comparable to the
(i) repair intervals that apply to the bundled dial tone line service, and (ii)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 27. Although BA will make commercially reasonable efforts
to ensure that ULLs and unbundled ports meet specified or agreed-upon technical
standards, BA makes no warranty that the ULLs or unbundled Ports supplied by BA
hereunder will be compatible with the services Focal may offer to its Customers
if they are used in a manner not contemplated by the Parties.
11.5 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN UNBUNDLED BASIS
11.5.1 BA shall, upon request of Focal, and to the extent technically
feasible, provide to Focal access to its Network Elements on an unbundled basis
for the provision of Focal's Telecommunications Service. Any request by Focal
for access to an BA Network Element that is not already available shall be
treated as a Network Element Bona Fide Request. Focal shall provide BA
33
access to its Network Elements as mutually agreed by the Parties or as required
by the Commission or FCC.
11.5.2 A Network Element obtained by one Party from the other Party
under this subsection 11.5 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.
11.5.3 Notwithstanding anything to the contrary in this subsection
11.5, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.5 except as required by the Commission
or FCC.
11.6 PROVISIONING OF UNBUNDLED LOCAL LOOPS
The following coordination procedures shall apply for conversions of "live"
Telephone Exchange Services to ULLs. These and other mutually agreed-upon
procedures shall apply reciprocally for the "live" cutover of Customers from BA
to Focal and from Focal to BA.
11.6.1 Upon request by Focal, BA will apply the following coordination
procedures to conversions of live Telephone Exchange Services to ULLs.
Coordinated cutover charges will apply to any such arrangement, only to the
extent provided by Section A.4.a of Exhibit A. If Focal elects not to request
coordinated cutover, BA will process Focal's request in the normal course and
subject to the normal installation intervals.
11.6.2 Focal shall request ULLs from BA by delivering to BA a valid
electronic transmittal service order (when available) or another mutually
agreed-upon type of service order. Such service order shall be provided in
accordance with industry format and specifications or such format and
specifications as may be agreed to by the Parties. Within forty-eight (48)
hours of BA's receipt of such valid service order, BA shall provide Focal the
firm order commitment date according to the Performance Interval Dates set forth
in Schedule 27 by which the ULLs covered by such service order will be
installed. In addition, BA shall provide Focal with the related ULL design
information, if available, at least forty eight (48) hours prior to the
scheduled cutover time.
11.6.3 On each ULL order in a Wire Center, Focal and BA will agree on
a cutover time at least forty eight (48) hours before that cutover time. The
cutover time will be defined as a 15-30 minute window within which both the
Focal and BA personnel will make telephone contact to complete the cutover.
11.6.4 Within the appointed 15-30 minute cutover time, the Focal
person will call the BA organization designated to coordinate cross-connection
work and when the BA organization is reached in that interval such work will be
promptly performed.
34
11.6.5 If Focal requires a change in scheduling, it must contact BA
to issue a supplement to the original order. The negotiations process to
determine the date and time of cutover will then be reinitiated as usual.
11.6.6 If the Focal person is not ready within the appointed interval
and if Focal had not called to reschedule the work at least two (2) hours prior
to the start of the interval, Focal shall be liable for the non-recurring charge
for the unbundled elements scheduled for the missed appointment. In addition,
non-recurring charges for the rescheduled appointment will apply.
11.6.7 If BA is not available or not ready at any time during the
appointed 15-30 minute interval, Focal and BA will reschedule and BA will waive
the non-recurring charge for the unbundled elements originally scheduled for
that interval, whenever those unbundled elements are actually cut over pursuant
to an agreed-upon rescheduling.
11.6.8 The standard time expected from disconnection of a live
Telephone Exchange Service to the connection of the unbundled element to the
Focal Collocation Arrangement is fifteen (15) minutes per voice grade circuit
for all orders consisting of fifteen (15) ULLs or less. Orders involving more
than fifteen (15) ULLs will require a negotiated interval.
11.6.9 If unusual or unexpected circumstances prolong or extend the
time required to accomplish the coordinated cutover, 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 Focal.
11.6.10 If Focal has ordered INP as part of an ULL installation, BA
will coordinate implementation of INP with the ULL installation. BA's provision
of unbundled elements shall in all cases be subject to the availability of
suitable facilities, to the extent permitted by Section 251 of the Act.
11.6.11 If Focal requests or approves a BA technician to perform
services on the network side of the Rate Demarcation Point beyond normal
installation of the ULLs covered by the service order, BA may charge Focal for
any additional and reasonable labor charges to perform such services. BA may
also charge Focal its normal overtime rates for services Focal requests to be
performed outside of BA's normal business hours (M-F, 9 am to 5 pm, E.S.T.).
11.7 MAINTENANCE OF UNBUNDLED LOCAL LOOPS
If (i) Focal reports to BA a Customer trouble, (ii) Focal requests a
dispatch, (iii) BA dispatches a technician, and (iv) such trouble was not caused
by BA's facilities or equipment, then Focal shall pay BA a per-trip charge and
labor charges per quarter hour increments for time associated with said
dispatch, as set forth in Exhibit A. In addition this charge also applies in
situations when the Customer contact as designated by Focal is not available at
the appointed time. Focal accepts responsibility for initial trouble isolation
and providing BA with appropriate dispatch
35
information based on their test results. If, as the result of Focal
instructions, BA is erroneously requested to dispatch within the Central Office,
BA may levy on Focal an appropriate charge.
11.8 RATES AND CHARGES
BA shall charge the non-recurring and monthly recurring rates for unbundled
Local Loops and other Network Elements set forth in Exhibit A.
12.0 RESALE - SECTIONS 251(c)(4) AND 251(b)(1).
12.1 AVAILABILITY OF RETAIL RATES FOR RESALE
Each Party shall make available its Telecommunications Services for resale
at the retail rates set forth in its Tariffs to the other Party in accordance
with Section 2251(b)(1) of the Act. In addition, BA and Focal shall each allow
the resale by the other of all Telecommunications Services that are offered
primarily or entirely to other Telecommunications Carriers (e.g., Switched and
----
special Exchange Access Services) at the rates already applicable to such
services. BA shall also allow the resale by Focal of such other non-
Telecommunications Services as BA, in its sole discretion, determines to provide
for resale under terms and conditions to be agreed to by the Parties.
12.2 AVAILABILITY OF WHOLESALE RATES FOR RESALE
BA shall make available to Focal for resale all Telecommunications Services
that BA provides at retail to Customers that are not Telecommunications Carriers
at the retail prices set forth in BA's Tariffs less the wholesale discount set
forth in Exhibit A in accordance with Section 251(c)(4) of the Act. Such
services shall be provided in accordance with the terms of the applicable retail
services Tariff(s), including, without limitation, user or user group
restrictions, as the case may be, subject to the requirement that such
restrictions shall in all cases comply with the requirements of Section 251 of
the Act and the FCC Regulations regarding restrictions on resale. The Parties
may also agree to negotiate term and/or volume discounts for resold services.
12.3 AVAILABILITY OF SUPPORT SERVICES AND BRANDING, FOR RESALE
BA shall make available to Focal the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Laws, upon request
by Focal and at prices, terms and conditions to be negotiated by Focal and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Focal's trade name, or that are not identified by
trade name, trademark or service xxxx.
36
12.4 ADDITIONAL TERMS GOVERNING RESALE AND USE OF BA SERVICES
12.4.1 Focal shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, Focal shall make reasonable efforts in good
faith to ensure that its Customers comply with the provisions of BA's Tariffs
applicable to their use of BA's Telecommunications Services.
12.4.2 Without in any way limiting subsection 12.4.1, Focal shall not
resell (a) residential service to business or other nonresidential Customers of
Focal, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, Focal shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Laws,
discontinue offering. Except as otherwise provided by this Agreement or
Applicable Laws, BA will give Focal notice in writing or electronically (which
may be by giving, Focal access to a database or an Internet site that contains
the applicable information, or by other electronic means) of material
modification of the operation, or discontinuance, of BA Retail
Telecommunications Services (as defined in Schedule 12.3) furnished under this
Agreement for resale at least 60 days prior to the time the material
modification or discontinuance becomes effective.
12.4.3 BA shall not be obligated to offer to Focal at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.
12.4.4 Focal shall provide to BA, in accordance with BA's Tariffs,
adequate assurance of payment of charges due to BA in connection with Focal's
purchase of BA Telecommunications Services for resale. For the purposes of
providing such adequate assurance of payment, Focal shall be deemed to be a
business customer, even if Focal is purchasing Telecommunications Services for
resale to residential customers.
12.4.5 Focal shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not Xxxx Atlantic Retail Telecommunications
Services (as defined in Schedule 12.3), in return for trying, agreeing to
purchase, purchasing, or using Xxxx Atlantic Retail Telecommunications Services.
13.0 COLLOCATION -- SECTION 251(c)(6).
13.1 BA shall offer to Focal Physical Collocation of equipment necessary
for Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only Virtual
Collocation if BA demonstrates to the
37
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. BA
shall provide such Collocation solely for the purpose of Interconnection with
facilities or services of BA or access to unbundled Network Elements of BA,
except as otherwise mutually agreed to in writing by the Parties or as required
by the FCC or the Commission, subject to applicable federal and state Tariffs.
13.2 Although not required to do so by Section 251(c)(6) of the Act, by
this Agreement, Focal agrees to offer to BA Collocation (at Focal's option
either Physical or Virtual) of equipment for purposes of Interconnection
(pursuant to Section 4) on a non-discriminatory basis and at comparable rates,
terms and conditions as Focal may provide to other third parties. Focal shall
provide such Collocation subject to applicable Tariffs.
13.3 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Physical Collocation for Focal, Focal may elect
to (i) retain its Virtual Collocation in that premises, and/or (ii) establish
Physical Collocation in that premises pursuant to current procedures and
applicable Tariffs. BA will not assess to Focal non-recurring charges for
central office common area construction to transition existing virtual
collocation arrangements to physical collocation arrangements in offices where
Focal previously paid such charges. BA will also waive cage construction
charges for cages of the same size originally paid for by Focal. Focal shall
coordinate with BA for rearrangement of Focal's equipment, facilities, and
circuits. All applicable Physical Collocation recurring charges shall apply.
13.4 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Focal as Virtual Collocation, Focal may elect to
(i) retain its Virtual Collocation in that premises, 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
Focal shall coordinate the construction and rearrangement with BA of its
equipment, facilities, and circuits, and for which Focal shall pay BA at
applicable Tariff rates. In addition, all Physical Collocation recurring
charges shall apply.
13.5 For both Physical Collocation and Virtual Collocation, the
Collocating Party shall provide its own or third-party leased transport
facilities and terminate those transport facilities in equipment located in its
Physical Collocation space, or in its virtually collocated equipment, at the
Housing Party's premises as described in applicable Tariffs, and purchase Cross
Connection to services or facilities as described in applicable Tariffs.
13.6 Collocation shall occur under the terms of each Party's applicable
and available Tariffs. Collocation is offered for network Interconnection
between the Parties. Unless otherwise agreed to by the Parties or either Party
is required by Applicable Laws to permit on its collocated premises, neither
Party shall use a Collocation Arrangement to directly interconnect with a third
party's equipment or facilities collocated at the same location.
38
SECTION 251(b) PROVISIONS
14.0 NUMBER PORTABILITY - SECTION 251(b)(2).
14.1 SCOPE
14.1.1 The Parties shall provide Local Telephone Number Portability
("LTNP") 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.
14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Commission, the
Parties agree to reciprocally provide Interim Number Portability to each other
at the prices listed in Exhibit A. Such agreed-upon prices for INP are not
intended to reflect either Party's views on the cost recovery mechanisms being
considered by the FCC in its current proceeding on number portability issues.
14.1.3 Upon the agreement of the Parties or issuance of applicable FCC
and/or Commission order(s) or regulations mandating the adoption of a Permanent
Number Portability ("PNP") arrangement, BA and Focal will commence migration
from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or degradation of service to
their respective Customers. Once PNP is implemented, 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 PNP. Upon implementation of PNP pursuant
to FCC or Commission regulation, both Parties agree to conform and provide such
PNP. To the extent PNP rates or cost recovery mechanisms are not established by
the applicable FCC or Commission order or regulation mandating the adoption of
PNP, the Parties will negotiate in good faith the charges or cost recovery
mechanism for PNP service at such time as a PNP arrangement is adopted by the
Parties.
14.1.4 Under either an INP or PNP arrangement, Focal and BA will
implement a process to coordinate LTNP cutovers with ULL conversions (as
described in Section 11 of this Agreement).
14.2 PROCEDURES FOR PROVIDING INP THROUGH REMOTE CALL FORWARDING
Focal and BA will provide INP through Remote Call Forwarding as follows:
14.2.1 A Customer of one Party ("Party A") elects to become a Customer
of the other Party ("Party B"). The Customer elects to utilize the original
telephone number(s) corresponding to the Telephone Exchange Service(s) it
previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of a service order
from Party B requesting assignment of the number(s) to Party B, Party A will
implement an arrangement whereby all calls to the original telephone number(s)
will be forwarded
39
to a new telephone number(s) designated by Party B, only within the same
Exchange Area as the original telephone number(s). Party A will route the
forwarded traffic to Party B over the appropriate traffic exchange trunk groups.
14.2.2 Party B will become the customer of record for the original
Party A telephone number(s) subject to the INP arrangements. Upon the execution
of an appropriate billing services agreement or such other mutually agreed-upon
arrangement between the Parties, Party A shall use its reasonable efforts to
consolidate into as few billing statements as possible collect, calling card,
and third-number billed calls associated with the number(s), with sub-account
detail by retained number.
14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B. In addition, Party A will
update the retained numbers in the LIDB with the screening options provided by
Party B on a per order basis. Party B shall determine which of the screening
options offered by Party A should apply to the Party B Customer account.
14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.
14.2.5 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon receipt of notification from Party B or a
third party that is authorized to act on behalf of the Customer. Party A shall
provide notification to Party B of third party orders affecting the INP service
of a Party B Customer. The Parties agree to work cooperatively to develop
procedures or adopt industry standards or practices concerning the initiation
and termination of INP service in a multi-carrier environment.
14.2.6 The INP service offered herein shall not initially apply to NXX
Codes 555, 915, 976, or 950, or for Feature Group A or coin telephone service.
Upon request of either Party, provision of INP to these services will be
mutually negotiated between the parties and provided to the extent feasible
under negotiated rates, terms and conditions. INP shall not apply for any
arrangement that would render the forwarded call Toll Traffic.
14.2.7 The ordering of INP arrangements and the exchange of screening
information shall be made in accordance with industry-accepted (e. g. OBF
- -
developed) format and specifications to the extent they have been implemented by
the Parties.
14.3 PROCEDURES FOR PROVIDING INP THROUGH DIRECT INWARD DIAL TRUNKS (FLEX-
DID)
Either Party may also request INP through Direct Inward Dial Trunks
pursuant to any applicable Tariffs.
40
14.4 PROCEDURES FOR PROVIDING LTNP THROUGH FULL NXX CODE MIGRATION 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 by that Customer or otherwise unused,
if such Customer chooses to receive Telephone Exchange 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 movements of NXXs from one switch to
another. Neither Party shall charge the other in connection with this
coordinated transfer.
14.5 RECEIPT OF TERMINATING COMPENSATION ON TRAFFIC TO INP'ED NUMBERS
The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.5 whereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party") for whose
Customer the INP is provided.
14.5.1 The Parties shall individually and collectively make best
efforts to track and quantify INP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.5.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
subsection 14.5.2.
14.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA, the percentages of such traffic that, if dialed
to telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number), would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) appropriate intrastate FGD charges ("Intra
Traffic"), (iii) interstate FGD charges ("Inter Traffic"), or (iv) handling as
Transit Traffic. On the date which is six (6) months after the Interconnection
Activation Date, and thereafter on each succeeding six month anniversary of such
Interconnection Activation Date, the Parties shall establish new INP traffic
percentages to be applied in the prospective six (6) month period, based on the
Performing Party's choice of actual INP traffic percentages from the preceding
six (6) month period or historic data of all traffic in the LATA.
14.5.3 The INP Traffic Rate shall be equal to the sum of:
41
(Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
Exhibit A)
plus
----
(Intra Traffic percentage times Receiving Party's effective intrastate FGD
-----
rates)
plus
----
(Inter Traffic percentage times Receiving Party's effective interstate FGD
-----
rates).
The Receiving Party shall compensate the Performing Party for its billing
and collection of charges for the intrastate and interstate FGD access services
provided by the Receiving Party to a third party through the greater of (i) the
difference between the intrastate and interstate FGD rates of the Receiving
Party and the Performing Party, or (ii) three percent (3%) of the Performing
Party's intrastate and interstate FGD revenues for INP'ed numbers. Under no
circumstances shall the Performing Party, in performing the billing and
collections service on behalf of the Receiving Party, be obligated to pass
through more than ninety seven percent (97%) of its FGD access charge to the
Receiving Party in connection with any given INP'ed call.
14.6 RECOVERY OF INTP COSTS PURSUANT TO FCC ORDER AND RULEMAKING
Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:
14.6.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INLP functionalities in BA's operating territory. For the
INP functions it provides, each Party should be allowed to recover these amounts
in a manner consistent with any final FCC and/or Commission order on INP cost
recovery (such as a state-wide fund contributed to by all telecommunications
carriers).
14.6.2 Within three (3) weeks of the Effective Date, the Parties will
jointly seek a Commission proceeding and ruling to develop and implement an INP
cost recovery mechanism consistent with the policy described in the Order and/or
any subsequent FCC or Commission decision.
14.6.3 Until such time as a final FCC and/or Commission order,
pursuant to subsection 14.6.2 above, is implemented, each Party will provide INP
service to the other Party at the INP rates listed in Exhibit A. All revenues
received by the providing Party from its provision of INP service to the other
Party shall be placed into an escrow fund maintained by or tracked separately by
the providing Party. Upon issuance of a final FCC and/or Commission order, and
to the extent that it permits the Party providing INP to recover the associated
costs from a state-wide fund, the providing Party shall refund to the purchasing
Party an amount equal to the amount it recovers from such fund for its provision
of INP service to the purchasing Party from the Effective Date, provided that in
no event shall the refund amount exceed the aggregate amount the providing Party
has received from the purchasing Party for INP services. If no such fund is
ordered or
42
established, the providing Party shall retain the full amount of the revenues
tracked or held in escrow by it pursuant to this subsection 14.6.3.
14.6.4 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.6 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Commission
actions on INP cost recovery.
15.0 DIALING PARITY - SECTION 251(b)(3).
BA and Focal shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement dialing parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251(b)(3) of the Act.
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4).
Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls in conformance with 47 U.S.C. (S)
224, as set forth in Exhibit A, where facilities are available, on terms,
conditions and prices comparable to those offered to any other entity pursuant
to each Party's applicable Tariffs. Where no such Tariffs exist, such access
shall be provided in accordance with the requirements of 47 U.S.C. (S) 224,
including any FCC regulations that may be issued. In addition, the Parties
agree to review any existing rights-of-way arrangements between them in order to
bring such arrangements into conformance with the requirements of 47 U.S.C. (S)
224 within ninety (90) days of the date hereof. In conducting such review and
making the necessary conforming changes, if any, the Parties agree to consider
the appropriateness of applying such changes on a retroactive basis to the date
hereof. If the Parties are unable to agree on the necessary changes to the
existing arrangements or the appropriateness of applying them on a retroactive
basis, the Parties may invoke the procedures set forth in subsection 29.9 below.
17.0 DATABASES AND SIGNALING.
17.1 Each Party shall provide the other Party with access to databases and
associated signaling necessary for call routing and completion by providing SS7
Common Channel Signaling (CCS) Interconnection in accordance with existing
Tariffs, and Interconnection and access to 800/888 databases, LIDB, and any
other necessary databases in accordance with existing Tariffs and/or agreements
with other unaffiliated carriers, as set forth in the Exhibit A. Alternatively,
either Party may secure CCS Interconnection from a commercial SS7 hub provider,
and in that case the other Party will permit the purchasing Party to access the
same databases as would have been accessible if the purchasing party had
connected directly to the other Party's CCS network.
17.2 The Parties will provide CCS Signaling to one another, where and as
available, in conjunction with all Local Traffic, Toll Traffic, Meet Point
Billing Traffic, and Transit Traffic. The
43
Parties will cooperate on the exchange of TCAP messages to facilitate
interoperability of CCS-based features between their respective networks,
including all CLASS features and functions, to the extent each Party offers such
features and functions to its Customers. All CCS Signaling parameters will be
provided upon request (where available), including called party number, calling
party number, originating line information, calling party category, and charge
number. All privacy indicators will be honored. The Parties will follow all
Ordering and Billing Forum-adopted standards pertaining to CIC/OZZ codes. Where
CCS Signaling is not available, in-band multi-frequency (MF) wink start
signaling will be provided. Any such MF arrangement will require a separate
local trunk circuit between the Parties' respective switches. In such an
arrangement, each Party will outpulse the full ten-digit telephone number of the
called party to the other Party.
17.3 Each Party shall provide trunk groups, where available and upon
reasonable request, that are configured utilizing the B8ZS ESF protocol for 64
kbps clear channel transmission to allow for ISDN interoperability between the
Parties' respective networks.
17.4 The following publications describe the practices, procedures and
specifications generally utilized by BA for signaling purposes and is listed
herein to assist the Parties in meeting their respective Interconnection
responsibilities related to Signaling:
a. Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling; and
x. Xxxx Atlantic Supplement Common Channel Signaling Network
Interface Specification (BA-905).
17.5 Each Party shall charge the other Party mutual and reciprocal rates
for CCS Signaling as follows: BA shall charge Focal in accordance with Exhibit
A hereto and applicable Tariffs; Focal shall charge BA rates equal to the rates
BA charges Focal, unless Focal's Tariffs for CCS signaling provide for lower
generally available rates, in which case Focal shall charge BA such lower rates.
18.0 COORDINATED SERVICE ARRANGEMENTS.
18.1 INTERCEPT AND REFERRAL ANNOUNCEMENTS. When a Customer changes its
service provider from BA to Focal, or from Focal to BA, and does not retain its
original telephone number, the Party formerly providing service to such Customer
shall provide a referral announcement ("Referral Announcement") on the abandoned
telephone number which provides details on the Customer's new number or provide
other appropriate information to the extent known. Referral Announcements shall
be provided reciprocally, free of charge to either the other Party or the
Customer to the extent the providing Party does not charge its own customers for
such service, for a period of not less than four (4) months after the date the
Customer changes its telephone number in the case of business Customers and not
less than sixty (60) days after the date the Customer changes its telephone
number in the case of residential Customers. However, if either Party provides
Referral Announcements for different periods than the above respective periods
when its Customers
44
change their telephone numbers, such Party shall provide the same level of
service to Customers of the other Party.
18.2 COORDINATED REPAIR CALLS. Focal and BA will employ the following
procedures for handling misdirected repair calls:
18.2.1 Focal and BA will educate their respective Customers as to the
correct telephone numbers to call in order to access their respective repair
bureaus.
18.2.2 To the extent Party A is identifiable as the correct provider
of service to Customers that make misdirected repair calls to Party 13, Party B
will immediately refer the Customers to the telephone number provided by Party
A, or to an information source that can provide the telephone number of Party A,
in a courteous manner and at no charge. In responding to misdirected repair
calls, neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality.
18.2.3 Focal and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.
18.3 CUSTOMER AUTHORIZATION. In order for either Party to order or
terminate service on behalf of the other Party's Customer, the requesting Party
must have proper written authorization from the customer in its files, and
provide a copy of such authorization to the other Party upon request. In the
event the requesting Party (i) fails to provide a copy of the Customer's proper
written authorization upon request, (ii) requests changes in the other Party's
Customer's service without having such authorization in its files, or (iii)
mistakenly changes the other Party's Customer's service, the requesting Party
shall be liable to the other Party for all charges that would be applicable to
the Customer for restoring service to the other Party.
19.0 DIRECTORY SERVICES ARRANGEMENTS
BA will, upon request, provide the following directory services to Focal in
accordance with the terms set forth herein. In this Section 19, references to a
Focal Customer's "primary listing" shall mean such Customer's name, address, and
main telephone number, which number falls within the NXX codes directly assigned
to Focal or is retained by Focal on the Customer's behalf pursuant to LTNP
arrangements with BA or any other carrier within the geographic area covered in
the relevant BA directory.
19.1 DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTIONS
19.1.1 BA will include the Focal Customer's primary listing in its
"White Pages" directory (residence and business listings) and "Yellow Pages"
directory (business listings) that cover the address of the Customer. Listings
of Focal's Customers will be interfiled with listings of BA's Customers and the
Customers of other LECs included in the BA directories. Focal will pay BA a
45
non-recurring charge as set forth in Exhibit A for providing such service for
each Focal Customer's primary listing. Focal will also pay BA's Tariffed
charges, as the case may be, for additional and foreign white page listings and
other white pages services for Focal's Customers. BA will not require a minimum
number of listings per order.
19.1.2 BA will also include the Focal Customer's primary listing in
BA's directory assistance database on the same basis that BA's own Customers are
included, as well as in any electronic directories in which BA's Customers are
ordinarily included, for no charge other than the charges identified in
subsection 19.1.1.
19.1.3 BA will distribute to Focal Customers copies of their primary
white pages and yellow pages directories at the same time and on the same basis
that BA distributes primary directories to its own Customers. BA will also
deliver a reasonable number of such directories to Focal. These distributions
will be made for no additional charge. Focal and its Customers may request
additional directories from BA's Directory Fulfillment Centers, which Centers
will provide such additional directories for the same charges applicable to
comparable requests by BA Customers.
19.1.4 BA will include all Focal NXX codes associated with the areas
to which each directory pertains, along with BA's own NXX codes in any maps or
lists of such codes which are contained in the general reference portions of the
directories. Focal's NXX codes shall appear in such maps or lists in the same
manner as BA's NXX information.
19.1.5 Focal shall provide BA with daily listing information on all
new Focal Customers in the format required by BA or a mutually-agreed upon
industry standard format. The information shall include the Customer's name,
address, telephone number, the delivery address and number of directories to be
delivered, and, in the case of a business listing, the primary business heading
under which the business Customer desires to be placed, and any other
information necessary for the publication and delivery of directories. Focal
will also provide BA with daily listing information showing Customers that have
disconnected or terminated their service with Focal. BA will provide Focal with
confirmation of listing order activity within forty eight (48) hours.
19.1.6 BA will accord Focal's directory listing information the same
level of confidentiality which BA accords its own directory listing information,
and BA shall ensure that access to Focal's directory listing information will be
used solely for the purpose of providing directory services; provided, however,
that BA may use or license information contained in its directory listings for
direct marketing purposes so long as the Focal Customers are not separately
identified as such; and provided further that Focal may identify those of its
Customers that request that their names not be sold for direct marketing
purposes, and BA will honor such requests to the same extent as it does for its
own Customers.
19.1.7 BA or BA's publisher shall provide Focal with a report of all
Focal Customer listings ninety (90) days prior to directory publication in such
form and format as may be mutually agreed to by both Parties. Both Parties
shall use their best efforts to ensure the accurate
46
listing of such information. BA will also provide Focal, upon request, a copy of
the BA listings standards and specifications manual. In addition, BA will
provide Focal with a listing of Yellow Pages headings and directory close
schedules on an ongoing basis.
19.1.8 Focal will adhere to all practices, standards, and ethical
requirements of BA with regard to listings, and, by providing BA with listing
information, warrants to BA that Focal has the right to place such listings on
behalf of its Customers. Focal agrees that it will undertake commercially
practicable and reasonable steps to attempt to ensure that any business or
person to be listed is authorized and has the right (i) to provide the product
or service offered, and (ii) to use any personal or corporate name, trade name
or language used in the listing.
19.1.9 BA's liability to Focal in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to. In addition, Focal agrees to
take, with respect to its own Customers, all reasonable steps to ensure that its
and BA's liability to Focal's Customers in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to.
19.2 YELLOW PAGE MAINTENANCE. The Parties agree to work cooperatively to
ensure that Yellow Page advertisements purchased by Customers that switch their
service to Focal (including Customers utilizing Focal-assigned telephone numbers
and Focal Customers utilizing LTNP) are maintained without interruption. BA will
allow Focal Customers to purchase new Yellow Pages advertisements without
discrimination, under the identical rates, terms and conditions as apply to BA's
Customers. BA and Focal may implement a commission program whereby Focal may, at
Focal's sole discretion, act as a sales, billing and collection agent for Yellow
Pages advertisements purchased by Focal's Telephone Exchange Service Customers.
19.3 SERVICE INFORMATION PAGES. BA will include in the "Customer
Guide" or comparable section of the applicable white pages directories listings
provided by Focal for Focal's installation, repair and customer service and
other essential service oriented information, as agreed by the Parties,
including appropriate identifying logo. Such listings shall appear in the
manner agreed to by the Parties. BA shall not charge Focal for inclusion of
this essential service-oriented information; but reserves the right to impose
charges on other information Focal may elect to submit and BA may elect to
accept for inclusion in BA's white pages directories. BA will provide Focal
with the annual directory close dates and reasonable notice of any changes in
said dates.
19.4 DIRECTORY ASSISTANCE (DA); CALL COMPLETION
19.4.1 Upon request, BA will provide Focal with directory assistance
and/or call completion services substantially in accordance with the terms set
forth in the form Directory Assistance and Call Completion Services Agreement
appended hereto as Exhibit C.
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19.4.2 Also upon request, BA will provide to Focal operator services
trunk groups, utilizing Feature Group D type signaling, with ANI, minus OZZ,
when interconnecting to the BA operator services network.
20.0 COORDINATION WITH TARIFF TERMS
20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:
20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that are designated with
an asterisk shall remain fixed for the initial term of the Agreement,
notwithstanding that such rates may be different from those contained in an
effective, pending, or future Tariff of the providing Party (including any
changes to such Tariff subsequent to the Effective Date). Those rates and
charges for services, facilities, and arrangements that are not designated with
an asterisk, and reference or are identical to a rate contained in an existing
Tariff of the providing Party, shall conform with those contained in the then-
prevailing Tariff and vary in accordance with any changes that may be made to
the Tariff rates and charges subsequent to the Effective Date. Even the
asterisked fixed rates and charges shall be changed to reflect any changes in
the Tariff rates and charges they reference, however, if the Parties agree to
adopt the changed Tariff rates and charges.
20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement hereunder.
21.0 INSURANCE
21.1 Focal shall maintain, during the term of this Agreement, all insurance
and/or bonds required by law and necessary to satisfy its obligations under this
Agreement, including, without limitation, its obligations set forth in Section
25 hereof. At a minimum and without limiting the foregoing covenant, Focal
shall maintain the following insurance:
a. Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability, independent
contractors, and personal injury, with limits of at least $1,000,000
combined single limit for each occurrence.
b. Automobile Liability, Comprehensive Form, with limits of at least
$500,000 combined single limit for each occurrence.
48
c. Excess Liability, in the umbrella form, with limits of at least
$15,000,000 combined single limit for each occurrence.
d. Worker's Compensation Insurance as required by law and Employer's
Liability Insurance with limits of not less than $1,000,000 per occurrence.
21.2 Focal shall name BA as an additional insured on the foregoing
insurance. Focal agrees that Focal's insurer(s) and anyone claiming by,
through, under or on behalf of Focal, shall have no claim, right of action, or
right of subrogation, against BA, BA's affiliated companies, or the directors,
officers or employees of BA or BA's affiliated companies, based on any loss or
liability insurable under the foregoing insurance.
21.3 Focal shall, within two (2) weeks of the date hereof and on a
quarterly basis thereafter, furnish certificates or other adequate proof of the
foregoing insurance. The certificates or other proof of the foregoing insurance
shall be sent to: Xxxx Atlantic, Insurance Administration Group, 00000 X. Xxxxx
Xxxxx Xxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000. In addition, Focal shall
require its agents, representatives, or contractors, if any, that may enter upon
the premises of BA or BA's affiliated companies to maintain similar and
appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by Focal or Focal's
agents, representatives, or contractors shall contain a clause stating: "Xxxx
Atlantic - Delaware, Inc. shall be notified in writing at least thirty (30) days
prior to cancellation of or any material change in, the insurance."
22.0 TERM AND TERMINATION.
22.1 This Agreement shall be effective as of the date first above written
and continue in effect until July 1, 1999, and thereafter the Agreement shall
continue in force and effect unless and until terminated as provided herein.
Upon the expiration of the initial term, either Party may terminate this
Agreement by providing written notice of termination to the other Party, such
written notice to be provided at least ninety (90) days in advance of the date
of termination. In the event of such termination, those service arrangements
made available under this Agreement and existing at the time of termination
shall continue without interruption under (a) a new agreement executed by the
Parties, (b) standard Interconnection terms and conditions approved and made
generally effective by the Commission, (c) Tariff terms and conditions generally
available to CLEC, or (d) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as (a), (b), or (c)
becomes available.
22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating Party
physically rearranging facilities or incurring programming expense, the non-
terminating Party shall be entitled to recover such rearrangement or programming
costs, from the terminating Party. By mutual agreement, the Parties may jointly
49
petition the appropriate regulatory bodies for permission to have this Agreement
supersede any future standardized agreements or rules as such regulators might
adopt or approve.
22.3 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 sixty (60) days after written notice
thereof, the other Party may terminate this Agreement and services hereunder by
written notice; provided the other Party has provided the defaulting Party and
the appropriate federal and/or state regulatory bodies with written notice at
least twenty five (25) days' prior to terminating service. Notice shall be
posted by certified mail, return receipt requested. If the defaulting Party
cures the default or violation within the twenty five (25) day period, the other
Party will not terminate service or this Agreement but shall be entitled to
recover all costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of service.
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES 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.
24.0 CANCELLATION CHARGES.
Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.
25.0 INDEMNIFICATION.
25.1 Each Party agrees to release, indemnify, defend and hold harmless the
other Party from and against all losses, claims, demands, damages, expenses,
suits or other actions, or any liability whatsoever, including, but not limited
to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered,
made, instituted, or asserted by any other party or person, (i) relating to
personal injury to or death of any person, or for loss, damage to, or
destruction of real and/or personal property, whether or not owned by others,
incurred during the term of this Agreement and to the extent proximately caused
by the acts or omissions of the indemnifying Party, regardless of the form of
action, or (ii) arising out of BA's listing of the directory listing information
provided by Focal pursuant to subsection 19.1, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out the other Party's provision of services to the indemnifying Party under this
Agreement. Notwithstanding the foregoing indemnification, nothing in this such
Section 25 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.
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25.2 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.
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, which consent shall not be unreasonably withheld.
d. The indemnified Party shall, in all cases, assert any and all
provisions in its Tariffs that limit liability to third parties as a bar to
any recovery by the third party claimant in excess of such limitation of
liability.
e. The indemnified Party shall offer the indemnifying Party all
reasonable cooperation and assistance in the defense of any such action.
25.3 In addition to its indemnity obligations under subsection 25.1, each
Party shall provide, in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement, that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract or tort, that exceeds the amount such Party would have
charged the applicable Customer for the service(s) or function(s) that gave rise
to such Loss, and (ii) any Consequential Damages (as defined in subsection 26.2
below).
26.0 LIMITATION OF LIABILITY.
26.1 Except as may be provided pursuant to Section 27 below, the liability
of either Party to the other Party for damages arising out of failure to comply
with a direction to install, restore or terminate facilities; or out of
failures, mistakes, omissions, interruptions, delays, errors, or defects
occurring in the course of furnishing any services, arrangements, or facilities
hereunder shall be determined in accordance with the terms of the applicable
tariff(s) of the providing Party. In the event no tariff(s) apply, the
providing Party's liability shall not exceed an amount equal to the pro rata
monthly charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Recovery of said amount shall
be the injured Party's sole and exclusive remedy against the providing Party for
such failures, mistakes, omissions, interruptions, delays, errors or defects.
51
26.2 Neither Party shall be liable to the other in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance or special damages, including (without
limitation) damages for lost profits (collectively, "Consequential Damages"),
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including, without limitation, negligence of any kind, 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 Section
25.
26.3 The Parties agree that neither Party shall be liable to the customers
of the other Party in connection with its provision of services to the other
Party under this Agreement. Nothing in this Agreement shall be deemed to create
a third party beneficiary relationship between the Party providing the service
and the customers of the Party purchasing the service. In the event of a
dispute involving both Parties with a customer of one Party, both Parties shall
assert the applicability of any limitations on liability to customers that may
be contained in either Party's applicable Tariff(s).
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES.
27.1 CERTAIN DEFINITIONS. When used in this Section 27, the following
terms shall have the meanings indicated:
27.1.1 "Specified Performance Breach" means the failure by BA to meet
the Performance Criteria for any one of the three Specified Activities for a
period of three (3) consecutive calendar months.
27.1.2 "Specified Activity" means any of the following activities:
a. the installation by BA of Unbundled Local Loop Elements for Focal
("ULL Installation");
b. BA's provision of INP to Focal or
c. repair of out of service problems for Focal ("Out of Service
Repairs").
27.13 "Performance Criteria" means, with respect to any calendar month
during the term of this Agreement, the performance by BA during such month of
each Specified Activity (except Out-of-Service Repairs) shown in Schedule 27.0,
within the time interval shown, in at least eighty percent (80%) of the covered
instances. BA shall perform the Out-of -Service Repairs within the specified
time interval in at least seventy percent (70%) of the covered instances.
Within one week of each anniversary of the Effective Date, the Parties shall
jointly review BA's actual network-wide monthly performance percentages for Out-
of-Service Repairs for the preceding year and agree upon any improvements in the
seventy percent (70%) standard based on the actual percentages for any three
consecutive month period and/or the full preceding year, up to and including an
eighty
52
percent (80%) standard, as the Out-of-Service Repairs percentage standard
applicable to the following year.
27.2 PERFORMANCE STANDARDS. BA shall exercise best efforts to meet the
Performance Criteria for the three Specified Activities. In the event BA fails
to meet the Performance Criteria at any time during the term of this Agreement,
Focal shall be entitled to pursue all remedies set forth in the applicable BA
Tariffs, except as may be agreed to by the Parties. In addition, if BA commits
a Specified Performance Breach during the term of this Agreement, the Parties
agree to meet immediately to determine whether any liquidated damages provisions
are appropriate as an amendment hereof in light of such Breach and, if so, the
terms therein; provided, however, that if BA commits a Specified Performance
Breach during initial nine (9) months of this Agreement, the Parties agree to
meet at the end of the nine-month period. If the Parties are unable to agree as
to the appropriateness of the liquidated damages provisions and/or the terms
therein within ninety (90) days after the date of the first meeting pursuant to
this subsection, or if no such meeting has occurred within ninety (90) days of
the end of the nine-month period for reasons other than the mutual agreement of
the Parties, the Parties agree to submit to arbitration such disagreement and
request that the arbitrators base their decision on comparable ILEC-CLEC
interconnection agreements. Unless otherwise agreed to by the Parties, the
arbitration shall be conducted by a panel of three (3) arbitrators, one to be
appointed by each Party pursuant to CPR's Non-Administered Arbitration Rules and
subject to the United States Arbitration Act (9 U.S.C. (S)(S) 1-16), to be
conducted in Arlington, Virginia. The Parties agree that the liquidated damages
provisions, if any, finally determined by the arbitral process shall be adopted
as an amendment to this Agreement.
27.3 LIMITATIONS. In no event shall BA be deemed to have failed to meet
any of the Performance Criteria if:
27.3.1 BA's failure to meet or exceed any of the Performance Criteria
is caused, directly or indirectly, by a Delaying Event. A "Delaying Event"
means (a) a failure by Focal to perform any of its obligations set forth in this
Agreement (including, without limitation, the Implementation Schedule and the
Joint Grooming Plan), (b) any delay, act or failure to act by a Customer, agent,
representative, or subcontractor of Focal or (c) any Force Majeure Event. If a
Delaying Event prevents or delays BA from performing a Specified Activity, then
such Specified Activity shall be excluded from the calculation of BA's
compliance with the Performance Criteria, provided BA performs the Specified
Activity in the course of its normal service cycle once the Delaying Event no
longer exists; or
27.3.2 the Parties agree to a time interval with respect to a
particular order that exceeds the interval set forth in Schedule 27. In such
event, the time interval for BA's performance of the Specified Activit(ies) set
forth in the order shall be extended to such later date agreed to by the
Parties.
27.4 SERVICE QUALITY STANDARDS. Focal agrees to specific performance
standards associated with quality of service requests as specified in Schedule
27.1. Should Focal fail to meet
53
these service quality standards, during a period in which BA has failed to meet
the Performance Criteria, BA's failure during such time period shall be excused
and not apply toward the calculation of a Specified Performance Breach.
27.5 RECORDS. Each Party shall maintain complete and accurate records in
the manner and format agreed to by the Parties, on a monthly basis, of BA's
performance under this Agreement of each Specified Activity and its compliance
with the Performance Criteria during the initial nine-month period. Each Party
shall provide to the other Party such records in a self-reporting format on a
monthly basis. The Parties agree that such records shall be deemed "Proprietary
Information" for purposes of subsection 29.4.
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL.
28.1 Each Party represents and warrants that it is now and will remain in
compliance with all laws, regulations, and orders applicable to the performance
of its obligations hereunder (collectively, "Applicable Laws"). Each Party
shall promptly notify the other Party in writing of any governmental action that
suspends, cancels, withdraws, limits, or otherwise materially affects its
ability to perform its obligations hereunder.
28.2 The Parties understand and agree that this Agreement will be filed
with the Commission and may thereafter be filed with the FCC. The Parties
covenant and agree that this Agreement is satisfactory to them as an agreement
under Section 251 of the Act. 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. The Parties, however, reserve the right to seek
regulatory relief and otherwise seek redress from each other regarding
performance and implementation of this Agreement.
28.3 The Parties recognize that the FCC is currently promulgating
regulations implementing the Act, including, without limitation, Sections 251,
252, and 271 thereof (the "FCC Regulations"), that may affect the terms
contained in this Agreement. In the event that any one or more of the
provisions contained herein is inconsistent with any such FCC Regulations, the
Parties agree to make only the minimum revisions necessary to eliminate the
inconsistency. Such minimum changes to conform this Agreement to the FCC
Regulations shall not be considered material, and shall not require further
Commission approval (beyond any Commission approval required under Section
252(e) of the Act).
28.4 In the event any Applicable Laws other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Laws requires
modification of any non-material term(s), then the Parties agree to make only
the minimum modifications necessary, and the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this
subsection 28.4 and without limitation of any other modifications
54
required by Applicable Laws, the Parties agree that any modification required by
Applicable Laws (i) to the two-tier Reciprocal Call Termination compensation
structure for the transport and termination of Local Traffic described in
Exhibit A, or (ii) that affects either Party's receipt of reciprocal
compensation for the transport and termination of Local Traffic, shall be deemed
to be a modification of a material term that requires immediate good faith
renegotiation between the Parties. Until such renegotiation results in a new
agreement or an amendment to this Agreement between the Parties, the Parties
agree that (y) in the case of (i) above, they will pay each other appropriate
transport charges in addition to the usual call termination charge for Local
Traffic that it delivers to the other Party's Local Serving Wire Center,
provided each Party continues to offer the option of delivering Local Traffic to
another IP in the LATA at the usual call termination charge only, and (z) in the
case of (ii) above, the Party whose receipt of reciprocal compensation is
affected shall not be obligated to pay the other Party reciprocal compensation
for the other Party's transport and termination of the same kind of Local
Traffic delivered by the affected Party in excess of what the affected Party is
permitted to receive and retain.
29.0 MISCELLANEOUS.
29.1 AUTHORIZATION.
29.1.1 BA is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform the obligations
hereunder on behalf of BA.
29.1.2 Focal is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
29.2 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.
29.3 FORCE MAJEURE. Neither Party shall be responsible for delays or
failures in performance resulting from acts or occurrences beyond the reasonable
control of such Party, regardless of whether such delays or failures in
performance were foreseen or foreseeable as of the date of this Agreement,
including, without limitation: adverse weather conditions, fire, explosion,
power failure, acts of God, war, revolution, civil commotion, or acts of public
enemies; any law, order, regulation, ordinance or requirement of any government
or legal body; or labor unrest, including, without limitation, strikes,
slowdowns, picketing or boycotts; or delays caused by the other Party or by
other service or equipment vendors; or any other circumstances beyond the
Party's
55
reasonable control. In such event, the affected Party 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 relate to the performance so interfered with). The
affected Party shall use its best efforts to avoid or remove the cause(s) of
nonperformance and both Parties shall proceed to perform with dispatch once the
cause(s) are removed or cease.
29.4 CONFIDENTIALITY.
29.4.1 All information, including but not limited to specification,
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 or 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.
29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's Proprietary Information
only for performing the covenants contained in 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.
29.4.3 Unless otherwise agreed, the obligations of confidentiality and
non-use set forth in this 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 it confidential as 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 that is not involved in any manner with the provision
of services
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pursuant to this Agreement and does not have any direct or indirect access
to the Proprietary Information; or
e. is approved for release by written authorization of the disclosing
Party; or
f. is required to be made public by the receiving Party pursuant to
Applicable Laws 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.
29.4.4 Upon request by the disclosing Party, the receiving Party shall
return all tangible copies of Proprietary Information, whether written, graphic
or otherwise, except that the receiving Party may retain one copy for archival
purposes only.
29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
29.6 CHOICE OF LAW. The construction, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the state in which this Agreement is to be performed, except for its conflicts
of laws provisions. In addition, insofar as and to the extent federal law may
apply, federal law will control.
29.5 TAXES
29.6.1 In General. With respect to any purchase hereunder of
----------
services, facilities or arrangements, if any federal, state or local tax, fee,
surcharge or other tax-like charge (a "Tax") is required or permitted by
Applicable Laws (as defined in subsection 28. 1) to be collected from the
purchasing Party by the providing Party, then (i) the providing Party shall
properly xxxx the purchasing Party for such Tax, (ii) the purchasing Party shall
timely remit such Tax to the providing Party and (iii) the providing Party shall
timely remit such collected Tax to the applicable taxing authority.
29.6.2 Taxes Imposed on the Providing Party. With respect to any
------------------------------------
purchase hereunder of services, facilities or arrangements, if any federal,
state or local Tax is imposed by Applicable Laws on the receipts of the
providing Party, which Law permits the providing Party to exclude certain
receipts received from sales for resale to a public utility, distributor,
telephone company, local exchange carrier, telecommunications company or other
communications company ("Telecommunications Company"), such exclusion being
based solely on the fact that the purchasing Party is also subject to a tax
based upon receipts ("Receipts Tax"), then the purchasing Party (i) shall
provide the providing Party with notice in writing in accordance with subsection
29.6.6 of this
57
Agreement of its intent to pay the Receipts Tax and (ii) shall timely pay the
Receipts Tax to the applicable tax authority.
29.6.3 Taxes Imposed on Customers. With respect to any purchase
--------------------------
hereunder of services, facilities or arrangements that are resold to a third
party, if any federal, state or local Tax is imposed by Applicable Laws on the
subscriber, end-user, Customer or ultimate consumer ("Subscriber") in connection
with any such purchase, which a Telecommunications Company is required to impose
and/or collect from a Subscriber, then the purchasing Party (i) shall be
required to impose and/or collect such Tax from the Subscriber and (ii) shall
timely remit such Tax to the applicable taxing authority.
29.6.4 Liability for Uncollected Tax. Interest and Penalty. If the
---------------------------------------------------
providing Party has not received an exemption certificate and fails to collect
any Tax as required by subsection 29.6.1, then, as between the providing Party
and the purchasing Party, (i) the purchasing Party shall remain liable for such
uncollected Tax and (ii) the providing Party shall be liable for any interest
assessed thereon and any penalty assessed with respect to such uncollected Tax
by such authority. If the providing Party properly bills the purchasing Party
for any Tax but the purchasing Party fails to remit such Tax to the providing
Party as required by subsection 29.6.1, then, as between the providing Party and
the purchasing Party, the purchasing Party shall be liable for such uncollected
Tax and any interest assessed thereon, as well as any penalty assessed with
respect to such uncollected Tax by the applicable taxing authority. If the
providing Party does not collect any Tax as required by subsection 29.6.1
because the purchasing Party has provided such providing Party with an exemption
certificate that is later found to be inadequate by a taxing authority, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
be liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. If the purchasing Party fails to pay the Receipts Tax as
required by subsection 29.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed on
its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or
collect any Tax from Subscribers as required by subsection 29.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
remain liable for such uncollected Tax and any interest assessed thereon, as
well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. With respect to any Tax that the purchasing Party
has agreed to pay, or is required to impose on and/or collect from Subscribers,
the purchasing Party agrees to indemnify and hold the providing Party harmless
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 recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully with
the Party being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy may be
resolved expeditiously.
58
29.6.5 Tax Exemptions and Exemption Certificates. If Applicable Laws
-----------------------------------------
clearly exempts a purchase hereunder from a Tax, and if such Law also provides
an exemption procedure, such as an exemption-certificate requirement, then, if
the purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in subsection 29.6.6. If Applicable Laws
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Law which
clearly allows such exemption and (ii) supplies the providing Party with an
indemnification agreement, reasonably acceptable to the providing Party (e.g.,
----
an agreement commonly used in the industry), which holds the providing Party
harmless on an after-tax basis with respect to its forbearing to collect such
Tax.
29.6.6 Notices for Purposes of this Subsection 29.6. All notices,
--------------------------------------------
affidavits, exemption-certificates or other communications required or permitted
to be given by either Party to the other, for purposes of this subsection 29.6,
shall be made in writing and shall be delivered in person or sent by certified
mail, return receipt requested, or registered mail, or a courier service
providing proof of service, and sent to the addressees set forth in subsection
29.10 as well as to the following:
To Xxxx Atlantic: Tax Administration
Xxxx Atlantic Network Services, Inc.
0000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
To Focal: Corporate Tax Department
Focal Communications Corporation of Pennsylvania, Inc.
000 X. XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Either Party may from time to time designate another address or other addressees
by giving notice is accordance with the terms of this subsection 29.6. Any
notice or other communication shall be deemed to be given when received.
29.7 ASSIGNMENT. Neither Party shall assign this Agreement nor any of
its rights or obligations hereunder without the prior written consent of the
other Party, which consent shall not be unreasonably withheld. Any assignment
or delegation in violation of this subsection 29.7 shall be void and ineffective
and constitute a default of this Agreement.
59
29.8 BILLING AND PAYMENT; DISPUTED AMOUNTS.
29.8.1 Except may otherwise be provided in this Agreement, each Party
shall submit on a monthly basis an itemized statement of charges incurred by the
other Party during the preceding month(s) for services rendered hereunder.
Payment of billed amounts under this Agreement, whether billed on a monthly
basis or as otherwise provided herein, shall be due, in immediately available
U.S. funds, within thirty (30) days of the date of such statement.
29.8.2 Although it is the intent of both Parties to submit timely and
accurate statements of charges, failure by either Party to present statements to
the other Party in a timely manner shall not constitute a breach or default, or
a waiver of the right to payment of the incurred charges, by the billing Party
under this Agreement, and the billed Party shall not be entitled to dispute the
billing Party's statement(s) based on such Party's failure to submit them in a
timely fashion.
29.8.3 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 (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third party escrow agent mutually agreed upon by the Parties.
29.8.4 If the Parties are unable to resolve the issues related to the
Disputed Amounts in the normal course of business within ninety (90) days after
delivery to the Billing Party of notice of the Disputed Amounts, each of the
Parties shall appoint a designated representative that has authority to settle
the dispute and that 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. The specific format for such discussions will be left to the
discretion of the designated representatives, however all reasonable requests
for relevant information made by one Party to the other Party shall be honored.
29.8.5 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 subsection 29.8.4, 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. The Commission may direct release of
any or all funds; (including any accrued interest) in the escrow account, plus
applicable late fees, to be paid to either Party.
29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 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.
60
29.8.7 Any undisputed amounts not paid when due shall accrue interest
from the date such amounts were due at the lesser of (i) one and one-half
percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under Applicable Laws.
29.9 DISPUTE RESOLUTION. Any dispute between the Parties regarding the
interpretation or enforcement of this Agreement or any of its terms shall be
addressed by good faith negotiation between the Parties, in the first instance.
Should such negotiations fail to resolve the dispute in a reasonable time,
either Party may initiate an appropriate action in any regulatory or judicial
forum of competent jurisdiction.
29.10 NOTICES. Notices given by one Party to the other Party under this
Agreement shall be in writing and shall be (a) delivered personally, (b)
delivered by express delivery service, (c) mailed, certified mail or first class
U.S. mail postage prepaid, return receipt requested, or (d) delivered by
telecopy to the following addresses of the Parties:
To Focal:
General Counsel
Focal Communications Corporation of Pennsylvania
000 X. XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: 312/895-8403
To Xxxx Atlantic:
Vice President - Interconnection Services, Policy & Planning
Xxxx Atlantic Network Services, Inc.
0000 X. Xxxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: 703/974-2183
with a copy to:
x/x Xxxxx Xxxxxx, Xxx.
Xxxx Atlantic Network Services, Inc.
0000 X. Xxxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: 703/974-0259
or to such other address as either Party shall designate by proper notice.
Notices will be deemed
61
given as of the earlier of (i) the date of actual receipt, (ii) the next
business day when notice is sent via express mail or personal delivery, (iii)
three (3) days after mailing in the case of first class or certified U.S. mail,
or (iv) on the date set forth on the confirmation in the case of telecopy.
29.11 SECTION 252(i) OBLIGATIONS.
29.11.1 If, at any time during the term of this Agreement, either
Party enters into an agreement to provide an integrated package of services or
arrangements substantially similar to that described herein to another CLEC (in
the case of BA), or another incumbent LEC (in the case of Focal), operating
within the same state to which this Agreement applies, on terms significantly
different than those available under this Agreement (the "Other Agreement"),
then the other Party may opt to adopt, on a prospective basis only, the rates,
terms, and conditions contained in the Other Agreement (i) in its entirety, or
(ii) that relate directly to any of the following individual services, Network
Elements, or arrangements, for its own reciprocal arrangements with the first
Party, including, without limitation, any term or volume commitments or network
architecture configurations:
a. Unbundled Loop Elements - Section 251(c)(3) of the Act (Section
11 of this Agreement); or
b. Collocation - Section 251 (c)(6) of the Act (Section 13 of this
Agreement); or
c. Number Portability - Section 251(b)(2) of the Act (Section 14 of
this Agreement); or
d. Access to Rights of Way - Section 251(b)(4) of the Act (Section
16 of this
Agreement).
e. transiting arrangements.
29.11.2 To the extent the exercise of the foregoing options requires a
rearrangement of facilities by the providing Party, the opting Party shall be
liable for the non-recurring charges associated therewith.
29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by
the first Party, the Parties shall amend this Agreement to provide the same
rates, terms and conditions to the notifying Party for the remaining term of
this Agreement; provided, however, that the Party exercising its option under
this subsection 29.11 must continue to provide the same services or arrangements
to the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its
62
agreement with the third party or to the rates, terms, and conditions of this
Agreement, whichever is more favorable to the first Party in its sole
determination.
29.11.4 BA represents and warrants that, as of the date of this
Agreement, it has not entered into any comparable Interconnection agreement with
any other CLEC in BA's service territory that is significantly more favorable
than the terms contained herein. BA makes no warranty or representation with
respect to its Interconnection arrangements with its affiliates or ITCs.
29.12 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.
29.13 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 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.
29.14 NO LICENSE.
29.14. Nothing in this Agreement shall be construed as the grant of a
license, either express or implied, with respect to any patent, copyright,
trademark, trade name, trade secret or any other proprietary or intellectual
property now or hereafter owned, controlled or licensable by either Party.
Neither Party may use any patent, copyrightable materials, trademark, trade
name, trade secret or other intellectual property right of the other Party
except in accordance with the terms of a separate license agreement between the
Parties granting such rights.
29.14.2 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 Party or its customers
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 of any facilities by either Party under this Agreement, alone or in
combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.
63
29.14.3 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, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT
GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY.
29.15 TECHNOLOGY UPGRADES. Nothing in this Agreement shall limit BA's
ability to upgrade its network through the incorporation of new equipment, new
software or otherwise. BA shall provide Focal written notice at least ninety
(90) days prior to the incorporation of any such upgrades in BA's network that
will materially affect Focal's service. Focal shall be solely responsible for
the cost and effort of accommodating such changes in its own network.
29.16 SURVIVAL. The Parties' obligations under this Agreement which
by their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.
29.17 ENTIRE AGREEMENT. The terms contained in this Agreement and any
Schedules, Exhibits, 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.
29.18 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
29.19 MODIFICATION, AMENDMENT, SUPPLEMENT, OR WAIVER. No modification,
amendment, supplement to, or waiver of the Agreement or any of its provisions
shall be effective and binding upon the Parties unless it is made in writing and
duly signed by the Parties. A failure or delay of either Party to enforce any
of the provisions hereof, to exercise any option which is herein provided, or to
require performance of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or options.
29.20 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
inure to the benefit of the Parties and their respective legal successors and
permitted assigns.
29.21 PUBLICITY. Neither Party shall use the name of the other Party in
connection with this Agreement in a press release or statement without the prior
consent of the other Party, which consent shall not be unreasonably withheld.
64
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of this 27th day of April, 1998.
FOCAL COMMUNICATIONS XXXX ATLANTIC
CORPORATION OF PENNSYLVANIA DELAWARE, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ X. X. Xxxxxxxx
-------------------------------------- -----------------------------------------
Printed: Xxxx Xxxxxxxx Printed: X.X. Xxxxxxxx
--------------------------------- ------------------------------------
Title: E.V.P. - C.O.O. Title: President - Telecom Industry Services
----------------------------------- -------------------------------------
65
SCHEDULE 1.0
CERTAIN TERMS AS DEFINED IN THE ACT, AS OF APRIL 27, 1998
"Dialing Parity" means that a person that is not an affiliate of a local
exchange carrier is able to provide Telecommunications Services in such a manner
that Customers have the ability to route automatically, without the use of any
access code, their Telecommunications to the Telecommunications Services
provider of the customer's designation from among two (2) or more
Telecommunications Services providers (including such LEC).
"Exchange Access" means the offering of access to Telephone Exchange
Services or facilities for the purpose of the origination or termination of
Telephone Toll Services.
"InterLATA" means Telecommunications between a point located in a local
access and transport area and a point located outside such area.
"Local Access and Transport Area" or "LATA" means a contiguous geographic
area: (a) established before the date of enactment of the Act by a Xxxx
operating company such that no Exchange Area includes points within more than
one (1) metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T Consent Decree; or
(b) established or modified by a Xxxx operating company after such date of
enactment and approved by the FCC.
"Local Exchange Carrier" means any person that is engaged in the provision
of Telephone Exchange Service or Exchange Access. Such term does not include a
person insofar as such person is engaged in the provision of a commercial mobile
service under Section 332(c) of the Act, except to the extent that the FCC finds
that such service should be included in the definition of such term.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service. Such term also includes features, functions, and
capabilities that are provided by means of such facility or equipment, including
subscriber numbers, databases, signaling systems, and information sufficient for
billing and collection or used in the transmission, routing, or other provision
of a Telecommunications Service.
"Number Portability" means the ability of end users of telecommunications
services to retain, at the same location, existing telecommunications numbers
without impairment of quality, reliability, or convenience when switching from
one telecommunications carrier to another.
"Telecommunications" means the transmission, between or among points
specified by the user, of information of the user's choosing, without change in
the form or content of the information as sent and received.
1
"Telecommunications Carrier" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Communications
Act).
"Telecommunications Service" 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.
"Telephone Exchange Service" means (a) service within a telephone exchange
or within a connected system of telephone exchanges within the same exchange
area operated to furnish subscribers intercommunicating service of the character
ordinarily furnished by a single exchange, and which is covered by the exchange
service charge, or (b) comparable service provided through a system of switches,
transmission equipment, or other facilities (or combination thereof) by which a
subscriber can originate and terminate a telecommunications service.
"Telephone Toll Service" means telephone service between stations in
different exchange areas for which there is made a separate charge not included
in contracts with subscribers for exchange service.
2
SCHEDULE 3.0
NETWORK IMPLEMENTATION SCHEDULE FOR DELAWARE
In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following Milestones no later
than the listed Dates.
LATA IN DELAWARE MILESTONE DATE
-------------------------------------------------------------------------------
LATA TBD LATA Start Date ("SD") TBD
-------------------------------------------------------------------------------
SS7 Certification, Collocation, and NXX(s) TBD
Applied For
-------------------------------------------------------------------------------
Parties Agree on Initial Network Design TBD
-------------------------------------------------------------------------------
Valid Access Service Request(s) ("ASRs") and TBD
Routing Information Received by BA
-------------------------------------------------------------------------------
Collocation Arrangements Complete for Trunk TDB
Interconnection and IDLC for ULLs
-------------------------------------------------------------------------------
All Trunks Tested and Turned Up; SS7 TBD
Certification Achieved;/1/ VG ULL Capability
Available
-------------------------------------------------------------------------------
Call-through Testing Completed; "Interconnection TBD
Activation Date"
-------------------------------------------------------------------------------
Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.
For purposes of Section 3, (i) business Telephone Exchange Service shall be
considered "fully operational" in a LATA in the state of Delaware when Focal has
an effective Tariff for business Telephone Exchange Service in the state of
Delaware and has a significant number of Telephone Exchange Service Customer
lines in service for business Telephone Exchange Service Customers in that LATA
in the state of Delaware that are not affiliates or employees of either BA or
Focal, and (ii) residential Telephone Exchange Service shall be considered
"fully operational" in a LATA in the state of Delaware when Focal has an
effective Tariff for residential Telephone Exchange Service in the state of
Delaware and has a significant number of Telephone Exchange Service Customer
lines in service for residential Telephone Exchange Service Customers in that
LATA in the state of Delaware that are not affiliates or employees of either BA
or Focal.
-----------------------------
/1/ SS7 certification scheduling depends on actual schedule availability at
time of request.
SCHEDULE 4
INTERCONNECTION POINTS IN LATA
LATA TBD
--------
FOCAL-IP: TBD
BA-IP: TBD
SCHEDULE 4.2 - Physical Architecture
[Illustrative]
[DIAGRAM APPEARS HERE]
SCHEDULE 4.3 - Initial Architecture
[Illustrative]
[DIAGRAM APPEARS HERE]
SCHEDULE 4.5
INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC
Each Party shall provide the other Party with Interconnection to its
network at the following points for transmission, routing and termination. Each
Party shall make available at its Interconnection Points facilities to route the
traffic it receives to the appropriate final destination. Interconnection at a
BA-IP that is a Local Serving Wire Center provides access to all of the
Interconnection Points identified below (except for paragraphs 8 through 11),
via facilities appropriate for the traffic types and destinations identified
below. Compensation for such facilities will be as set forth in Exhibit A or as
provided elsewhere herein.
1. For the termination of Local Traffic or Toll Traffic originated by one
Party's Customer and terminated to the other Party's Customer, at the points set
forth in subsections 4.2 and/or 4.3 of the main body of the Agreement.
2. For the termination of Meet Point Billing Traffic from an IXC to:
a. Focal, at the Focal-IP in LATA in which the Traffic is to
terminate.
b. BA, at the BA-IP in LATA in which the Traffic is to terminate.
3. For the termination of Transit Traffic from an ITC, wireless carrier,
or other CLEC to:
a. Focal, at the Focal-IP in which the Traffic is to terminate.
b. BA, at the BA-IP in LATA in which the Traffic is to terminate.
4. For 911/E911 traffic originated on Focal's network, at the PSAP in
areas where only Basic 911 service is available, or at the BA 911 Tandem Office
serving the area in which the Focal Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.
5. For Directory Assistance (411 or NPA-555-1212) traffic, at the
applicable BA Local Serving Wire Center or the BA operator services Tandem
Office subtended by such Local Serving Wire Center.
6. For Operator Services (call completion) traffic, at the applicable BA
Local Serving Wire Center or the BA operator services Tandem Office subtended by
such Local Serving Wire Center.
7. For LSV/VCI traffic, at the terminating Party's Local Serving Wire
Center or operator services Tandem Office subtended by such Local Serving Wire
Center.
8. For SS7 signaling originated by:
a. Focal, at mutually agreed-upon Signaling Point of
Interconnection(s) ("SPOI") in the LATA in which the Local or Toll Traffic
originates, over CCSAC links provisioned in accordance with Bellcore GR-905 and
Xxxx Atlantic Supplement Common Channel Signaling Network Interface
Specification (BA-905).
b. BA, at mutually agreed-upon SPOIs in the LATA in which the Local
or Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.
Alternatively, either Party may elect to interconnect for SS7 signaling through
a commercial SS7 hub provider.
9. For 800/888 database inquiry traffic, at any BA Signaling Transfer
Point in the LATA in which the originating Focal Wire Center is located, over a
CCSAC link. Alternatively, Focal may elect to interconnect through a commercial
SS7 hub provider.
10. For Line Information Database ("LIDB") inquiry traffic, at any BA
Signaling Transfer Point in the LATA in which the LIDB is located, over a CCSAC
link. Alternatively, Focal may elect to interconnect through a commercial SS7
hub provider.
11. For any other type of traffic, at reasonable points to be agreed upon
by the Parties, based on the network architecture of the terminating Party's
network.
8
SCHEDULE 6.3
RATE ELEMENTS UNDER MEET POINT BILLING
Interstate Access - Terminating to or originating from Focal Customers
----------------------------------------------------------------------
Rate Element Billing Company
------------ ---------------
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/Tandem
Switched Transport Per Mile Based on negotiated billing percentage (BIP)
Local Transport Termination/Tandem
Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
Intrastate Access - Terminating to or originating from Focal Customers/1/
----------------------------------------------------------------------
Rate Element Billing Company
------------ ---------------
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/Tandem
Switched Transport Per Mile Based on negotiated billing percentage (BIP)
Local Transport Termination/Tandem
Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
-------------------
/1/ Pending approval of the BA intrastate local transport restructure tariff,
intrastate services subject to the pending tariff will be charged pursuant to
effective tariffs, as agreed by the Parties, subject to true-up at either
Party's request.
9
SCHEDULE 12.3
SUPPORT SERVICES FOR RESALE
---------------------------
1. BA OSS SERVICES
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1.1 Definitions
-----------
As used in this Schedule 12.3, the following terms shall have the meanings
stated below:
1.1.1 "BA Operations Support Systems" means BA systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing.
1.1.2 "BA OSS Services" means access to BA Operations Support Systems
functions. The term "BA OSS Services" includes, but is not limited to:
(a) BA's provision of Focal Usage Information to Focal pursuant to Section
1.3 below; and, (b) "BA OSS Information", as defined in Section 1.1.4
below.
1.1.3 "BA OSS Facilities" means any gateways, interfaces, databases,
facilities, equipment, software, or systems, used by BA to provide BA OSS
Services to Focal.
1.1.4 "BA OSS Information" means any information accessed by, or disclosed
or provided to, Focal through or as a part of BA OSS Services. The term
"BA OSS Information" includes, but is not limited to: (a) any Customer
Information related to a BA Customer or a Focal Customer accessed by, or
disclosed or provided to, Focal through or as a part of BA OSS Services;
and, (b) any Focal Usage Information (as defined in Section 1.1.6 below)
accessed by, or disclosed or provided to, Focal.
1.1.5 "BA Retail Telecommunications Service" means any Telecommunications
Service that Xxxx Atlantic provides at retail to subscribers that are not
Telecommunications Carriers. The term "BA Retail Telecommunications
Service" does not include any exchange access service (as defined in
Section 3(16) of the Act, 47 U.S.C. (S) 153(16)) provided by BA.
1.1.6 "Focal Usage Information" means the usage information for a BA Retail
Telecommunications Service purchased by Focal under this Agreement that BA
would record if BA was furnishing such BA Retail Telecommunications Service
to a BA end-user retail Customer.
1.1.7 "Customer Information" means CPNI, as defined in the Act, of a
Customer and any other non-public, individually identifiable information
about a Customer or the purchase by a Customer of the services or products
of a Party.
1.2 BA OSS Services
---------------
1
1.2.1 Upon request by Focal, BA shall provide to Focal, pursuant to
Section 251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), BA OSS Services.
1.2.2 Subject to the requirements of Applicable Laws, BA Operations Support
Systems, BA Operations Support Systems functions, BA OSS Facilities, BA OSS
Information, and the BA OSS Services that will be offered by BA, shall be
as determined by BA. Subject to the requirements of Applicable Laws, BA
shall have the right to change BA Operations Support Systems, BA Operations
Support Systems functions, BA OSS Facilities, BA OSS Information, and the
BA OSS Services, from time-to-time, without the consent of Focal. Except as
otherwise provided by this Agreement or Applicable Laws, BA will give Focal
notice in writing or electronically (which may be by giving Focal access to
a database or an Internet site that contains the applicable information, or
by other electronic means) of material modification of the operation of BA
OSS Services furnished under this Agreement at least sixty (60) days prior
to the time the material modification becomes effective.
1.3 Focal Usage Information
-----------------------
1.3.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), Focal Usage Information.
1.3.2 Focal Usage Information will be available to Focal through the
following:
a. Daily Usage File on Data Tape.
b. Daily Usage File through Network Data Mover ("NDM").
c. Daily Usage File through Centralized Message Distribution System
("CMDS").
1.3.3.1 Focal Usage Information will be provided in a Bellcore Exchange
Message Records ("EMR") format.
1.3.3.2 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a)
above will be issued each day, Monday through Friday, except holidays
observed by BA.
1.3.4 Except as stated in this Section 1.3, subject to the requirements of
Applicable Laws, the manner in which, and the frequency with which, Focal
Usage Information will be provided to Focal shall be determined by BA.
1.4 Access to and Use of BA OSS Facilities
--------------------------------------
1.4.1 BA OSS Facilities may be accessed and used by Focal only to the
extent necessary for Focal's access to and use of BA OSS Services pursuant
to this Agreement.
2
1.4.2 BA OSS Facilities may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
1.4.3 Focal shall restrict access to and use of BA OSS Facilities to Focal.
This Schedule 12.3 does not grant to Focal any right or license to grant
sublicenses to other persons, or permission to other persons (except
Focal's employees, agents and contractors, in accordance with Section 1.4.7
below), to access or use BA OSS Facilities.
1.4.4 Focal shall not (a) alter, modify or damage the BA OSS Facilities
(including, but not limited to, BA software), (b) copy, remove, derive,
reverse engineer, or decompile, software from the BA OSS Facilities, or (c)
obtain access through BA OSS Facilities to BA databases, facilities,
equipment, software, or systems, which are not offered for Focal's use
under this Schedule 12.3.
1.4.5 Focal shall comply with all practices and procedures established by
BA for access to and use of BA OSS Facilities (including, but not limited
to, BA practices and procedures with regard to security and use of access
and user identification codes).
1.4.6 All practices and procedures for access to and use of BA OSS
Facilities, and all access and user identification codes for BA OSS
Facilities: (a) shall remain the property of BA; (b) shall be used by
Focal only in connection with Focal's use of BA OSS Facilities permitted by
this Schedule 12.3; and, (c) shall be treated by Focal as Proprietary
Information of BA pursuant to subsection 29.4 of the Agreement.
1.4.7 Focal's employees, agents and contractors may access and use BA OSS
Facilities only to the extent necessary for Focal's access to and use of
the BA OSS Facilities permitted by this Agreement Any access to or use of
BA OSS Facilities by Focal's employees, agents, or contractors, shall be
subject to the provisions of the Agreement, including, but not limited to,
subsection 29.4 thereof and Sections 1.4.6 and 1.5.3.3 of this Schedule
12.3.
1.5 BA OSS Information
------------------
1.5.1 Subject to the provisions of this Agreement and Applicable Laws, BA
grants to Focal a non-exclusive license to use BA OSS Information.
1.5.2 All BA OSS Information shall at all times remain the property of BA.
Except as expressly stated in this Schedule 12.3, Focal shall acquire no
rights in or to any BA OSS Information.
1.5.3.1 The provisions of this Section 1.5.3 shall apply to all BA OSS
Information, except (a) Focal Usage Information, (b) CPNI of Focal, and (c)
CPNI of a BA Customer or a Focal Customer, to the extent the Customer has
authorized Focal to use the Customer Information.
3
1.5.3.2 BA OSS Information may be accessed and used by Focal only to
provide Telecommunications Services to Focal Customers.
1.5.3.3 Focal shall treat BA OSS Information that is designated by BA,
through written or electronic notice (including, but not limited to,
through the BA OSS Services), as "Confidential" or "Proprietary" as
Proprietary Information of BA pursuant to subsection 29.4 of the Agreement.
1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement
does not grant to Focal any right or license to grant sublicenses to other
persons, or permission to other persons (except Focal's employees, agents
or contractors, in accordance with Section 1.5.3.5 below), to access, use
or disclose BA OSS Information.
1.5.3.5 Focal's employees, agents and contractors may access, use and
disclose BA OSS Information only to the extent necessary for Focal's access
to, and use and disclosure of, BA OSS Information permitted by this
Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information
by Focal's employees, agents or contractors, shall be subject to the
provisions of this Agreement, including, but not limited to, subsection
29.4 of the Agreement and Section 1.5.3.3 ) above.
1.5.3.6 Focal's license to use BA OSS Information shall expire upon the
earlier of (a) termination of the license in accordance with this Schedule
12.3; or (b) expiration or termination of the Agreement.
1.5.3.7 All BA OSS Information received by Focal shall be destroyed or
returned by Focal to BA, upon expiration, suspension or termination of the
license to use such BA OSS Information.
1.5.4 Unless sooner terminated or suspended in accordance with the
Agreement or this Schedule 12.3 (including, but not limited to, subsection
22.3 of the Agreement and Section 1.6.1 below), Focal's access to BA OSS
Information through BA OSS Services shall terminate upon the expiration or
termination of the Agreement.
1.5.5.1 BA shall have the right (but not the obligation) to perform at BA's
expense (provided that there will be no charge to BA for reasonable access
to Focal' employees, books, records, documents and facilities) an audit of
Focal upon three (3) full business days notice to Focal to ascertain
whether Focal is complying with the requirements of Applicable Laws and
this Agreement with regard to Focal's access to, and use and disclosure of,
BA OSS Information.
1.5.5.2 Without in any way limiting any other rights BA may have under the
Agreement or Applicable Laws, BA shall have the right (but not the
obligation) to monitor Focal's access to and use of BA OSS Information
which is made available by BA to Focal pursuant to this Agreement, to
ascertain whether Focal is complying with the requirements of Applicable
4
Laws and this Agreement, with regard to Focal's access to, and use and
disclosure of, such BA OSS Information. The foregoing right shall include,
but not be limited to, the right (but not the obligation) to electronically
monitor at BA's expense (provided that there will be no charge to BA by
Focal to perform this activity), Focal's access to and use of BA OSS
Information which is made available by BA to Focal through BA OSS
Facilities..
1.5.5.3 Information obtained by BA pursuant to this Section 1.5.5 shall be
treated by BA as Proprietary Information of Focal pursuant to subsection
29.4 of the Agreement; provided that, BA shall have the right (but not the
obligation) to use and disclose information obtained by BA pursuant to this
Section 1.5.5 to enforce BA's rights under this Agreement or Applicable
Laws.
1.5.6 Focal acknowledges that the BA OSS Information, by its nature, is
updated and corrected on a continuous basis by BA, and therefore that BA
OSS Information is subject to change from time to time.
1.6 Liabilities and Remedies
------------------------
1.6.1 Any breach by Focal, or Focal's employees, agents or contractors, of
the provisions of Sections 1.4 or 1.5 above shall be deemed a material
breach of the Agreement. In addition, if Focal or an employee, agent or
contractor of Focal at any time breaches a provision of Sections 1.4 or 1.5
above and such breach continues for more than fifteen (15) days after
written notice thereof from BA, then, except as otherwise required by
Applicable Laws, BA shall have the right, upon notice to Focal, to suspend
the license to use BA OSS Information granted by Section 1.5.1 above and/or
the provision of BA OSS Services, in whole or in part.
1.6.2 Focal agrees that BA would be irreparably injured by a breach of
Sections 1.4 or 1.5 above by Focal or the employees, agents or contractors
of Focal, and that BA shall be entitled to seek equitable relief, including
injunctive relief and specific performance, in the event of any such
breach. Such remedies shall not be deemed to be the exclusive remedies for
any such breach, but shall be in addition to any other remedies available
under this Agreement or at law or in equity.
1.7 Relation to Applicable Laws
---------------------------
The provisions of Sections 1.4, 1.5 and 1.6 above shall be in addition to
and not in derogation of any provisions of Applicable Laws, including, but
not limited to, 47 U.S.C. (S) 222, and are not intended to constitute a
waiver by BA of any right with regard to protection of the confidentiality
of the information of BA or BA Customers provided by Applicable Laws.
5
1.8 Cooperation
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Focal, at Focal's expense, shall reasonably cooperate with BA in using BA
OSS Services. Such cooperation shall include, but not be limited to, the
following:
1.8.1 Upon request by BA, Focal shall by no later than the fifteenth
(15th) day of the month preceding the first calendar month of each calendar
quarter submit to BA reasonable, good faith estimates (by geographic area
designated by BA) of the volume of each BA Retail Telecommunications
Service for which Focal anticipates submitting orders in each week of the
next calendar quarter.
1.8.2 Focal shall participate in cooperative testing of BA OSS Services
and shall provide assistance to BA in identifying and correcting mistakes,
omissions, interruptions, delays, errors, defects, faults, failures, or
other deficiencies, in BA OSS Services. The Parties will jointly agree
upon the schedule for such testing and the tests that will be conducted.
1.9 BA Access to Information Related to Focal Customers
---------------------------------------------------
BA shall have the right to access, use and disclose information related to
Focal Customers that is in BA's possession (including, but not limited to,
in BA OSS Facilities) to the extent such access, use and/or disclosure has
been authorized by the Focal Customer in the manner required by Applicable
Laws.
2. XXXX ATLANTIC PRE-OSS SERVICES
------------------------------
2.1 As used in this Schedule 12.3, "BA Pre-OSS Service" means a service
that allows the performance of an activity that is comparable to an
activity to be performed through a BA OSS Service and that BA offers to
provide to Focal. The term "BA Pre-OSS Service" includes, but is not
limited to, the activity of placing orders for BA Telecommunications
Services through a telephone facsimile communication. Prior to purchasing
BA OSS Services, Focal may purchase BA Pre-OSS Services.
2.2 Subject to the requirements of Applicable Laws, the BA Pre-OSS
Services that will be offered by BA shall be as determined by BA and BA
shall have the right to change BA Pre-OSS Services, from time-to-time,
without the consent of Focal. Except as otherwise provided by this
Agreement or Applicable Laws, BA will give Focal notice in writing or
electronically (which may be by giving Focal access to a database or an
Internet site that contains the applicable information, or by other
electronic means) of material modification of the operation of BA Pre-OSS
Services furnished under this Agreement at least thirty (30) days prior to
the time the material modification becomes effective.
2.3 Subject to the requirements of Applicable Laws, the prices for BA Pre-
OSS Services shall be as determined by BA and shall be subject to change by
BA from time-to-time.
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2.4 The provisions of Sections 1.5 through 1.9 above shall also apply to
BA Pre-OSS Services. For the purposes of this Section 2.4: (a) references
in Sections 1.5 through 1.9 above to BA OSS Services shall be deemed to
include BA Pre-OSS Services; and, (b) references in Sections 1.5 through
1.9 above to BA OSS Information shall be deemed to include information made
available to Focal through BA Pre-OSS Services.
3. RATES AND CHARGES
-----------------
3.1 The prices for the foregoing services shall be as set forth in BA's
Tariffs or, in the absence of an applicable BA Tariff price, in Exhibit A
or, if not set forth in either, as may be determined by BA from time to
time. If BA at any time offers a resale support service the prices for
which are not stated in BA's Tariffs or Exhibit A and Focal elects to
purchase such service, BA shall have the right to revise Exhibit A to add
such prices; provided that, if the resale support service is already being
used by Focal at the time BA revises Exhibit A to add such prices, except
as otherwise required by this Agreement or Applicable Laws, the revision
shall not become effective until BA has given Focal thirty (30) days prior
notice of the revision.
7
SCHEDULE 27.0
PERFORMANCE INTERVAL DATES FOR SPECIFIED ACTIVITIES
SPECIFIED ACTIVITY PERFORMANCE INTERVAL DATE/2/
(i) UNBUNDLED LOCAL LOOP INSTALLATION/1/
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1-10 Loops per service order 6 business days from BA's receipt of valid
service order
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11-20 Loops per service order 10 business days from BA's receipt of
valid service order
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21+ Loops per service order To be negotiated on order-by-order basis
-----------------------------------------------------------------------------------------
(ii) INTERIM NUMBER PORTABILITY
INSTALLATION
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1-10 Numbers per service order 6 business days from BA's receipt of valid
service order
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11-20 Numbers per service order 10 days from BA's receipt of valid service
order
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21+ Numbers per service order To be negotiated on order-by-order basis
-----------------------------------------------------------------------------------------
(iii) OUT-OF-SERVICE REPAIRS Less than 24 hours from BA's receipt of
notification of out-of-service condition
-----------------------------------------------------------------------------------------
------------------------
/1/ The Unbundled Loop Installation intervals set forth in this Schedule 27.0
apply only to ULLs offered by BA as of the date of this Agreement. Installation
intervals for new ULLs will be developed by the Parties as such ULLs become
available.
/2/ Unless otherwise agreed to by the Parties, in which case the Performance
Interval Date shall be extended until the agreed-upon date. Notwithstanding the
Performance Interval Dates contained in this Schedule 27.0, under no
circumstances will BA be obligated to extend installation, provision, or repair
intervals to Focal that are more favorable than BA extends to its own customers
for comparable services.
SCHEDULE 27.1
FOCAL SERVICE QUALITY STANDARDS
1.0 UNBUNDLED LOCAL LOOP INSTALLATION ORDERS
1.1 All order information submitted by Focal is valid (e.g. street address,
floor/unit number, cable pair assignment, etc.).
1.2 Customer (end user) is available at appointed time and day.
2.0 "LIVE" CUTOVER UNBUNDLED LOCAL LOOP INSTALLATION ORDERS (PURSUANT TO
SECTION 11.6)
2.1 Accurate account and end user information submitted on service request.
2.2 Accurate tie cable and pair assignment provided by Focal on service
request.
EXHIBIT A
XXXX ATLANTIC - DELAWARE, INC.
DETAILED SCHEDULE OF ITEMIZED CHARGES
-------------------------------------
A. BA SERVICES, FACILITIES, AND ARRANGEMENTS:/1/
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
I. LOCAL CALL TERMINATION/2/
Traffic Delivered at BA End Office $.001082/MOU Not Applicable
Traffic Delivered at BA Tandem or Local
Serving Wire Center $.0019757/MOU Not Applicable
II. UNBUNDLED TRANSPORT
A. DEDICATED TRANSPORT
Voice Grade/DS-0 $9.48/Month & All:
$.0218/Mile/Month ---
$15.16/Service Order
DS-1 $33.94/Month & plus installation
$.47/Mile/Month charges for each
initial and additional
DS-3 $466.82/Month & facility purchased at
$13.10/Mile/Month the time of order:
$371.97/Initial
------------------
/1/ Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services available only to Focal when purchasing these services
for use in the provision of Telephone Exchange Service, and apply only to Local
Traffic and local Ancillary Traffic. BA rates and services for use by Focal in
the carriage of Toll Traffic shall be subject to BA's tariffs for Exchange
Access Service. Adherence to these limitations is subject to a reasonable
periodic audit by BA.
As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A shall apply until such time as they are replaced by new rates as
may be approved or allowed into effect by the Commission from time to time
pursuant to the FCC Regulations, subject to a stay or other order issued by any
court of competent jurisdiction. At such time(s) as such new rates have been
approved or allowed into effect by the Commission, the Parties shall amend
Exhibit A to reflect the new approved rates.
/2/ See note 7 regarding measurement and calculation of local traffic
termination charges.
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
II. UNBUNDLED TRANSPORT (CONTINUED)
DDS $9.85/Month & Facility &
$.0244/Mile/Month $25.49/Additional
Facility
B. COMMON TRANSPORT
Tandem Switching $.0006688/MOU Not Applicable
Tandem-Switched Transport $.0001221/MOU & Not Applicable
$.0000022/MOU/Mile
C. ENTRANCE FACILITIES All:
---
$15.16/Service Order
plus installation
charges for each initial
and additional facility
purchased at the time
of order:
2-Wire Voice Grade Channel $12.03/Month $528.35/Initial &
Termination $308.95/Additional
$22.61/Month $524.32/Initial &
4-Wire Voice Grade Channel $305.65/Additional
Termination $75.76/Month $560.03/Initial &
$560.03/Additional
DS-1 to Voice Grade Multiplexing
$125.07/Month $692.98/Initial &
$345.57/Additional
DS-1 Channel Termination
$236.38/Month $560.03/Initial &
$560.00/Additional
DS-3 to DS-1 Multiplexing
$910.40/Month $692.98/Initial &
$345.57/Additional
DS-3 Channel Termination
D. DIGITAL CROSS-CONNECT SYSTEM
Service Establishment Not Applicable $2,049.18/Requesting
CLEC
2
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
II. UNBUNDLED TRANSPORT (CONTINUED)
Database Modification Not Applicable $150.83/Modification
Request
Reconfiguration by BA personnel Not Applicable $35.93/Programming
Charge/Half Hour
DS-0 Cross-Connect $20.72/Port/Month $29.39/Port
DS-1 Cross-Connect $72.17/Port/Month $316.74/Port
E. MID-SPAN MEET ARRANGEMENTS To be charged in accordance with the
requirements of Section 4.3 of the Agreement
III. UNBUNDLED SWITCHING/3/
A. LOCAL SWITCHING PORTS
POTS/PBX/Centrex $2.23/Port/Month $5.16/Service Order
$9.09/Installation/Port
ISDN (BRI) $11.64/Port/Month $20.93/Service Order
$16.98/Installation/Port
ISDN (PRI) $114.13/Port/Month $20.93/Service Order
$121.42/Installation/Port
Public/Semi-Public $3.60/Port/Month $15.16/Service Order
$9.09/Installation/Port
DID $4.90/Port/Month $5.16/Service Order
$671.63/Installation /Port
Coordinated Port Cutover Not Applicable $8.98/Port
B. TANDEM SWITCHING USAGE $.0006688/MOU Not Applicable
C. LOCAL SWITCHING USAGE
POTS Originating With
Vertical Features $.003634/MOU Not Applicable
-------------------
/3/ In addition to the recurring and non-recurring rates set forth herein for
unbundled switching elements, BA may levy upon a purchaser of such elements any
access charged (or portion thereof) permitted by Applicable Laws.
3
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
III. UNBUNDLED SWITCHING (CONTINUED)
POTS Terminating With Vertical $.001927/MOU
Features
ISDN Originating Digital Switched $.0017421MOU All ISDN:
Voice --------
$8.47/Service Order
$.11/Installation
ISDN Terminating DigiW Switched $.000909/MOU
Voice
ISDN Originating Digital Circuit $.001017/MOU
Switched Data
ISDN Terminating Digital Circuit $.000909/MOU
Switched Data
D. POTS FEATURES
PBX $.000609/MOU Both:
----
Multi-line Hunting $.00001/MOU $8.47/Service Order
$.11/Installation
E. CENTREX FEATURES
UCD $.001137/MOU All:
---
Hunting $.000184/MOU $8.47/Service Order
$.11/Installation
Queuing $.000090/MOU
Intercom & Features $.009669/MOU
Attendant $.010077/MOU
Attendant Console $.015105/MOU
Centralized Attendant Services $.153793/MOU
Attendant Access Code Dialing $.044391/MOU
Automatic Route Selection $.000121/MOU
Electronic Tandem Switching $.000781/MOU
F. ISDN CENTREX FEATURE $.002761/MOU $8.47/Service Order
$.11/Installation
4
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
IV. UNBUNDLED LOOPS
POTS (analog 2-Wire) Density Cell:/4/ Service Order: $15.16
------------ -------------
1 - $10.07/Month Installation:
2 - $13.13/Month ------------
3 - $16.67/Month If premises visit not
required, initial &
each additional loop -
$7.36
If premises visit
required, initial loop -
$75.31
If premises visit
required, additional
loop - $28.03)
ISDN Density Cell: Service Order: $20.93
------------ -------------
1 - $11.68/Month Installation:
2 - $14.70/Month ------------
3 - $18.21 /Month If premises visit not
required, initial &
each additional loop -
$16.98
If premises visit
required, initial loop -
$84.93
If premises visit
required, additional
loop - $37.65
Customer Specified Signaling- 2-Wire Density Cell: Service Order: $15.16
------------ -------------
1 - $10.07/Month Installation:
2 - $13.13/Month ------------
3 - $16.67/Month If premises visit not
required, initial &
each additional loop -
$56.20
-------------------
/4/ All referenced to Density Cells in this exhibit A shall refer to the
Density Cells described in BA's tariff P.S.C. Del. No. 3A, sections B.1 and C.1.
5
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
IV. UNBUNDLED LOOPS (CONTINUED)
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional loop
- $89.63
Customer Specified Signaling - 4-Wire Density Cell: Service Order: $15.16
------------ -------------
1 - $19.34/Month Installation:
2 - $24.75/Month ------------
3 - $29.96/Month If premises visit not
required, initial &
each additional loop -
$56.20
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional
loop - $89.63
DS- 1 Density Cell: Service Order: $15.16
------------ -------------
1 - $120.24/Month Installation:
2 - $129.69/Month ------------
3 - $135-94/Month If premises visit not
required, initial &
each additional loop -
$56.20
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional
loop - $89.63
6
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
IV. UNBUNDLED LOOPS (CONTINUED)
2 Wire ADSL Loops XXX XXX
0 Xxxx & 0 Xxxx XXXX Loops XXX XXX
Coordinated Loop Cutover Not Applicable If premises visit not
required, $8.98/Loop
If premises visit
required, $21.75/Loop
V. COLLOCATION CROSS-CONNECTION
A. VOICE GRADE LOOP
Physical DSO CO side to equipment $.70/Month Not Applicable
Virtual DSO with RFT CO side
MDF to equipment $1.91/Month Not Applicable
Virtual DS1 with EDSX
(1DS1 + 24 DSOs with IDLC) $78.41/Month Both:
----
$15.16/Service Order
$550.30/Initial
Virtual DS1 with CFA
(24DSOs with IDLC) $61.78/Month Installation &
$213.30/Additional
Installations
B. OTHER
Physical DSe or DS1 Cable Rack $.50/Month Not Applicable
Physical DS3 $87.15/Month All:
---
$15.16/Service Order
Physical DS1 $15.75/Month $485.93/Initial
Installation &
Virtual DS3 $99.14/Month $197.21/Additional
Installations
Virtual DS1 $16.63/Month
VI. TIME AND MATERIALS
Special Construction As applicable per BA-DE Discretionary Price
List pp. 51-51A
7
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
VI. TIME AND MATERIALS (CONTINUED)
Service Technician (service work on Not Applicable $5.89/Service Order
unbundled loops outside of the Central $28.23/Prernises Visit
Office) $12.76 Labor Charge/
Quarter Hour After
First Quarter Hour
Central Office Technician Not Applicable $5.89/Service Order
$12.88 Labor Charge/
Quarter Hour
VII. SIGNALING AND DATABASES
A. STP PORT
Termination $312.87/Month $90.64/Port
Access $1.32/Mile/Month $15.16/Service Order
$296.48/Initial Facility
& $25.49/Additional
Facility
B. 800/888 DATABASE
Basic Query $.0007172/Query Not Applicable
Vertical Query $.000231/Query Not Applicable
C. LIDB VALIDATION
LIDB Point Codes Not Applicable $86.88/Point Code
Calling Card $.01551/Query Not Applicable
Billed Number Screening $.01551/Query Not Applicable
Storage of Requesting Focal's
Data in LIDB Database Not Applicable $1,487.64 Service
Establishment/Requesting
CLEC
D. AIN SERVICE CREATION (ASC) SERVICE
1. DEVELOPMENTAL CHARGES
Service Establishment Not Applicable $898.15/Requesting
CLEC
Service Creation Access Port $104.80/Port/Month Not Applicable
8
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------- ------------------ ---------------------
D. AIN SERVICE CREATION (ASC) SERVICE (CONTINUED)
Service Creation Usage
a. Remote Access $1,095.49/Day Not Applicable
b. On-Premise $1,095.49/Day Not Applicable
Certification & Testing $78.22/Hour Not Applicable
Help Desk Support $82.79/Hour Not Applicable
2. SERVICE CHARGES
Subscription Charge $1.44/Month Not Applicable
Database Queries
a. Network Query $.0003/Query Not Applicable
b. Focal Network Query $.0003/Query Not Applicable
c. Focal Switch Query $.0003/Query Not Applicable
Trigger Charge
a. Line Based $.0005/Query Not Applicable
b. Office Based $.0005/Query Not Applicable
Utilization Element $.0002/ACU Not Applicable
Service Activation Charge
a. Network Service Not Applicable $8.86/Service
Activation Activated/Line
b. Focal Network Service Not Applicable $8.86/Service
Activation Activated/Line
c. Focal Switch Service Not Applicable $8.86/Service
Activation Activated/Line
Service Modification
DTMF Update $.0550/Occurrence Not Applicable
Switch Based Announcement $.0010/ Not Applicable
Announcement
9
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------------------- ------------------------- ----------------------
VIII. DIRECTORY LISTINGS & BOOKS
Primary Listing Not Applicable $5.38/Listing/No.
Additional Tariffed Listing
Services As per BA-DE tariff No. 1 sec. 5.
Books & delivery (annual home
area directories only) No charge for normal numbers of books
delivered to end users; bulk deliveries to
Focal per separate arrangement
IX. OPERATOR SERVICES/DIRECTORY ASSISTANCE
Direct Access $.03168/Query $15,390.10/
Requesting CLEC
$26,901.60/Link
Directory Assistance $.35013/Call Not Applicable
Directory Transport
Tandem Switching $.000579/Call Not Applicable
Tandem-Switched Transport $.000105/Call & Not Applicable
$.000000/Mile/Call
Operator Services - Live $.000000/Operator Not Applicable
Work Second
Operator Services - Automated $.000000/Automated Not Applicable
Work Second
Branding for Directory Assistance
and/or Operator Services Not Applicable $1,377.20/Message
Carrier-to-Carrier LSV/VCI
Requests $.000000/Operator Not Applicable
Work Second
X. ACCESS TO OPERATION SUPPORT SYSTEMS
A. PRE-ORDERING $.2256/Query Not Applicable
B. ORDERING $2.734/Query Not Applicable
C. PROVISIONING Included in Ordering Not Applicable
10
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------------------- ------------------------- ----------------------
X. ACCESS TO OPERATION SUPPORT SYSTEMS (CONTINUED)
D. MAINTENANCE & REPAIR
1. ECG Access $.2256/Query Not Applicable
2. EB/OSI Access $1.18/Trouble Ticket Not Applicable
E. BILLING
1. CD-ROM $249.69/CD-ROM Not Applicable
2. Daily Usage File
a. Existing Message
Recording $.0002618/Message Not Applicable
b. Delivery of DUF
Data Tape $17.25/Tape $62.14/Programming
Hour
Network Data Mover $.0000957/Message Not Applicable
CMDS $.0000957/Message $62.14/Programming
Hour
c. DUF Transport
9.6 kb Communications
Port $10.37/Month $6,185.60/Port
56 kb Communications
Port $28.63/Month $25,600.86/Port
256 kb Communications
Port $28.63/Month $42,613.35/Port
TI Communications Port $363.65/Month $152056.67/Port
Line Installation Not Applicable $62.14/Programming
Hour/Port
Port Set-up Not Applicable $9.98/Port
Network Control
Programming Coding Not Applicable $62.14/Programming
Hour/Port
XI. EXCHANGE ACCESS SERVICE
Interstate Per BA-FCC tariff number 1
Intrastate Per BA- DE tariff number 35
XII. NUMBER PORTABILITY
Interim (using RCF) Track & true-up until interim funding
mechanism established.
Permanent Per permanent funding mechanism when
established.
Access pass-through to number
portability purchaser In accordance with Section 14.5 of Agreement
11
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------------------- ------------------------- ----------------------
XIII. 911/E911
Transport Per section II above.
Data Entry and Maintenance No Charge
XIV. POLES CONDUITS & ROW Per contract rates pursuant to 47 U.S.C. sec.
224
Illustrative:
Duct: $2.50/Foot/Year
Pole: $2.68/AttachmentfYear
XV. NETWORK INTERFACE DEVICE (NID) $.65/Month Not Applicable
XVI. ACCESS TO TELEPHONE NUMBERS (NXX No Charge
CODES ISSUED PER ICCF CODE ADMINISTRATION
GUIDELINES)
XVII. LOCAL DIALING PARITY No Charge
XVIII. CUSTOMIZED ROUTING
To Reseller Platform $.073942/Line/Month $3.78/Line
To BA Platform for Re-Branding $.069/Call $3.78/Line
Customized Routing Transport Per section II above.
12
Service or Element Description: Recurring Charges: Non-Recurring Charge:
------------------------------------------- ------------------------- ----------------------
XIX. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES/5/
Resale of retail services if Focal
provides own operator services platform 20.0% or discount rate as established by
Commission Order.
Resale of retail services if Focal uses
Xxxx Atlantic operator services platform 16.0% or discount rate as
established by Commission Order.
B. FOCAL SERVICES, FACILITIES, AND ARRANGEMENTS:
I. LOCAL CALL TERMINATION/6/
Traffic Delivered at End Office $.001082/MOU Not Applicable
Traffic Delivered at Tandem or Local
Serving Wire Center $.001957/MOU Not Applicable
II. NUMBER PORTABILITY
Interim (using RCF) Track & true-up until interim funding
mechanism established
Permanent Per permanent funding mechanism when
established.
Access pass-through to number In accordance with Section 14.5 of
portability purchaser Agreement.
-------------------
/5/ Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement, the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected and
remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.
Pending establishment of mechanized billing procedures adapted to resale,
BA will apply the wholesale discount for resale as a "bottom-of-the-xxxx"
discount rate and will utilize a "true-up" process to correct possible
inadvertent application of the wholesale discount to the exclusions identified
herein and to reflect other adjustments as the Companies agree.
/6/ See note 7 regarding measurement and calculation of local traffic
termination charges.
13
III. EXCHANGE ACCESS SERVICE
Interstate Per Focal FCC exchange access tariff.
Intrastate Per Focal DE tariff exchange access tariff.
IV. LOCAL DIALING PARITY No Charge
V. ALL OTHER FOCAL SERVICES AVAILABLE TO BA Available at Focal's tariffed or otherwise
FOR PURPOSES OF EFFECTUATING LOCAL EXCHANGE generally available rates. not to exceed BA
COMPETITION rates for equivalent services available to Focal.
VI. OTHER SERVICES $.03 per call No Charge
Information Service Billing Fee
14
7 LOCAL TRAFFIC TERMINATION RATES
A. Charges by BA
-------------
(a) Traffic delivered to BA Local Serving Wire Center ("LSWC") or BA Access
Tandem: $.001957 per mou.
(b) Traffic delivered directly to terminating BA End Office: $.001082 per
mou.
B. Charges by Focal
----------------
1. Single-tiered interconnection structure:
Focal's rates for the termination of BA's Local Traffic under the single-
tiered interconnection structure shall be recalculated once each year on each
anniversary of the Effective Date (the "Rate Determination Date"). The
methodology for recalculating the rates is as follows:
LSWC/Access Tandem Minutes = Total minutes of use of Local Traffic
delivered by Focal to the BA LSWC or BA Access Tandem for most recent
billed quarter.
End Office Minutes = Total minutes of use Local Traffic delivered by
Focal directly to the terminating BA End Office for most recent billed
quarter.
Total Minutes = Total minutes of use of Local Traffic delivered by Focal
to BA for most recent billed quarter.
Focal Charge at the Focal-IP =
(LSWC/Access Tandem Minutes x $.001957) / (End Office Minutes x $.001082)
-------------------------------------------------------------------------
Total Minutes
For the first year after the Effective Date, the Focal charge shall be
calculated based on the traffic data of the quarter immediately preceding
such Effective Date, or if no such traffic exists, on the proportion of local
call termination trunks to BA End Offices and to BA LSWC/Access Tandems.
2. Multiple-tiered interconnection structure (if offered by Focal to any
carrier)
(a) Local Traffic delivered to Focal LSWC or Focal Access Tandem: $.001957
(b) Local Traffic delivered to terminating Focal End Office/node: $.001082
C. Miscellaneous Notes
-------------------
1. In the event a Company desires to deliver Local Traffic to a LSWC (i) that is
not located within 25 miles of the Tandem Office that it subtends, or (ii)
where the Tandem Office that it subtends; is not located within 25 miles of
the Tandem Office that is subtended by the terminating End Office, or (iii)
that is not located within 25 miles of the Tandem Office that
15
is subtended by the terminating End Office, then such Company shall (x) in
addition to paying the LSWC/Access Tandem termination rate described above,
purchase the necessary facilities from the terminating Company to transport
such Traffic to an Access Tandem that is not subject to any of conditions
(i), (ii), or (iii) above, (y) purchase such other service(s) as the
terminating Company may offer under applicable tariff to remedy such
condition(s), or (z) enter into a new compensation arrangement as the Parties
may agree. Notwithstanding the foregoing, nothing in this Statement shall
obligate BA to provide switching services at a LSWC when it functions as
such.
2. The Focal termination rate under the single-tiered interconnection structure
set forth above is intended to be a Local Traffic termination rate for
Interconnection to the Focal-IP within each LATA that is reciprocal and equal
to the actual rates that will be charged by BA to Focal under the two-tiered
Local Traffic termination rate structure described above that will apply
after the first anniversary of the Effective Date. The single Focal
termination rate is also intended to provide financial incentives to Focal to
deliver traffic directly to BA's terminating End Offices once Focal's traffic
volumes reach an appropriate threshold.
16
EXHIBIT B
NETWORK ELEMENT BONA FIDE REQUEST
1. Each Party shall promptly consider and analyze access to a new
unbundled Network Element 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 Rulernaking 91-141 (rel. October 19, 1992), Paragraph 259 and
Footnote 603) or subsequent orders.
2. A Network Element Bona Fide Request shall be submitted in writing and
shall include a technical description of each requested Network Element, the
telecommunications service(s) to be provided by the requesting Party using the
requested Network Element(s), the means of Interconnection, the number or volume
requested, the locations, and the date(s) such Network Elements are desired.
The requesting Party shall either make a binding commitment to order the Network
Elements requested in the quantity and within the time frame requested or to pay
the requested Party the costs of processing the Requests.
3. The requesting Party may cancel a Network Element Bona Fide Request at
any time, but shall 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.
4. Within ten (10) business days of its receipt, the receiving Party shall
acknowledge receipt of the Network Element Bona Fide Request.
5. Except under extraordinary circumstances, within thirty (30) days of its
receipt of a Network Element Bona Fide Request, the receiving Party shall
provide to the requesting Party a preliminary analysis of such Network Element
Bona Fide Request. The preliminary analysis shall 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 not qualify as a Network Element that is required
to be provided under the Act.
6. If the receiving Party determines that the Network Element Bona Fide
Request is technically feasible and otherwise qualifies under the Act, it shall
promptly proceed with developing the requested Network Element 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.
7. Unless the Parties otherwise agree, the requested Network Element must be
priced in accordance with Section 252(d)(1) of the Act.
1
8. As soon as feasible, but not more than ninety (90) days after its receipt
of authorization to proceed with developing the requested Network Element, 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.
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
requested Network Element pursuant to the Network Element Bona Fide Request
quote or seek arbitration by the Board . pursuant to Section 252 of the Act.
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, or
is failing to act in accordance with section 251 of the Act, such Party may seek
mediation or arbitration by the Board pursuant to Section 252 of the Act.
2
EXHIBIT C
DIRECTORY ASSISTANCE AND CALL COMPLETION SERVICES AGREEMENT
THIS AGREEMENT is made, effective this ______ day of _________, 1998, by and
between XXXX ATLANTIC NETWORK SERVICES, INC. (hereinafter referred to as "Xxxx
Atlantic"), a Delaware corporation with offices at 00000 Xxxxxxxx Xxxx, Xxxxxx
Xxxxxx, XX 00000, and ____________________ (hereinafter referred to as
"Carrier"), a ___________________ corporation with offices at _________________.
1. SCOPE AND TERM OF AGREEMENT
---------------------------
1.1 SCOPE This Agreement sets forth the terms and conditions which shall
govern the use of and payment for Directory Assistance (DA) Service and
IntraLATA Call Completion Service (hereinafter collectively referred to as
"Services") to be provided by Xxxx Atlantic, or its affiliated companies, to
Carrier. Carrier shall subscribe to and pay for Services for Carrier's local
exchange customers in the _____________ LATAs.
1.2 TERM The initial term of this Agreement shall commence as of 12:01 a.m. on
the date first written above and shall expire upon the conclusion of the
subscription period selected by Carrier in Appendix A. At the end of this
initial term, this Agreement, including Carrier's subscription to Services,
shall automatically renew for the same length of time as the initial
subscription period unless either party provides written notice to the other of
its intent to terminate at least three (3) months prior to the expiration of the
current term.
2. DESCRIPTION OF SERVICES
-----------------------
2.1 DIRECTORY ASSISTANCE (DA) SERVICE
a. Directory Assistance Service shall consist of 1) directory transport by
Xxxx Atlantic from the point of Xxxx Atlantic's interconnection with Carrier's
trunks to Xxxx Atlantic's designated DA locations, and 2) the provision of
telephone number listings by Xxxx Atlantic Carrier Call Representatives (CCRs)
in response to calls from Carrier's local exchange customers located in the
LATAs designated in Section 1.1, at the rates specified in Appendix A.
b. A maximum of two requests for telephone numbers will be accepted per DA
call. A "DA call" as used in this Agreement shall mean a call answered by or
forwarded to Xxxx Atlantic, regardless of whether a telephone number is
requested, provided or available. The listings that will be available to
Carrier's customers are those telephone numbers that are listed in Xxxx
Atlantic's DA records for the LATAs or NPAs designated in Section 1.1.
1
2.2 CONNECT REQUESTS(SM) SERVICE
a. Connect ReQuests(SM) Service is an optional DA call completion service.
It provides Directory Assistance end users the option of placing a call to a
requested DA listing without having to hang up and redial. If a caller requests
two numbers on a DA call, only the second number will be completed using Connect
ReQuests(SM).
b. Connect ReQuest(SM) requires that the Carrier meet switching, facility,
and other technical standards as required by Xxxx Atlantic to provide this
Service. Xxxx Atlantic will deliver all Connect ReQuests(SM) calls back to the
Carrier for completion.
2.3 INTRALATA CALL COMPLETION SERVICE
a. IntraLATA Call Completion Service consists of the live and automated call
completion services specified in Appendix B, including the completion of
collect, card and xxxx-to-third party calls; busy line verification; customer
requested interrupt; and other assistance to callers. IntraLATA Call Completion
Service includes the support of the Xxxx Atlantic carrier call centers and call
completion facilities used to provide such services to Carrier.
x. Xxxx Atlantic will provide Carrier with unrated records for the call
completion services provided by Xxxx Atlantic on behalf of Carrier. The rating,
billing, and settlement of end-user charges for the calls are the responsibility
of Carrier.
2.4 BRANDING Branding is a service option that permits the Carrier to deliver
a customized front end announcement to its callers, identifying the Carrier as
the customer service provider. Branding is available for DA as well as Call
Completion Services. Carrier shall provide the information required by Xxxx
Atlantic to create this announcement. Branding also requires that the Carrier
maintain dedicated trunking arrangements to the designated Xxxx Atlantic DA or
operator switch location.
2.5 CARRIER SUBSCRIPTION SELECTION FORM The specific Services to which Carrier
shall subscribe and the applicable service subscription periods are contained in
Appendix A ("Carrier Subscription Selection Form").
3. COMMENCEMENT AND IMPLEMENTATION OF SERVICE
------------------------------------------
3.1 TECHNICAL QUESTIONNAIRE Each party shall make good-faith efforts to carry
out its respective responsibilities in meeting a jointly established schedule
for implementation. All records and other required information specified in
Appendix C will be furnished by Carrier at least sixty (60) days prior to the
commencement of Services (i.e., the cutover date described in Section 3.2.)
Notices of any changes, additions, or deletions to such records and information
shall be provided promptly in writing by Carrier to Xxxx Atlantic.
2
3.2 CUTOVER The cutover date for a selected Services shall be the date on
which such Service shall be available to all of Carrier's local exchange
customers in the LATAs designated in Section 1.1. The subscription term set
forth in Appendix A for such Services shall commence on the cutover date.
3.3 SERVICE REVIEW MEETINGS Xxxx Atlantic will meet and confer with Carrier
during the term of this Agreement to review and discuss the Services provided
under this Agreement. The times for meetings will be established by mutual
agreement of the parties.
4. EQUIPMENT AND FACILITIES
------------------------
4.1 XXXX ATLANTIC will establish and maintain such access equipment and related
facilities for its Carrier Call Centers as may be necessary to perform the
Services specified in Appendix A, provided that Carrier furnishes Xxxx Atlantic
the information specified in Appendix C and any changes in such information in a
timely and accurate manner. Any additional Services that Carrier seeks during
the term of this Agreement will be subject to mutual agreement and the
availability of facilities and equipment.
4.2 CARRIER will provide and maintain such equipment within its premises as is
necessary to permit the Xxxx Atlantic to perform the agreed upon Services in
accordance with Xxxx Atlantic standard equipment operation and traffic operation
procedures.
4.3 CARRIER TRANSPORT AND SWITCHED ACCESS CONNECTION
a. Carrier shall, at its expense, arrange for and establish the trunking
and other transport, interface, and signaling arrangements required for Xxxx
Atlantic to provide Services to Carrier. Separate dedicated trunks for each NPA
or LATA may be required. Any trunks or other transport and access that Carrier
obtains from Xxxx Atlantic to deliver Carrier's calls to Xxxx Atlantic shall be
provided pursuant to the applicable tariffs, and not under this Agreement. Xxxx
Atlantic agrees to coordinate the scheduling of Services to be provided under
this Agreement with the scheduling of any trunking or related services
provisioned by Xxxx Atlantic under the tariffs.
b. Carrier shall specify the number of trunks required for Services. For
Directory Assistance Service, Carrier must provide Feature Group D (FGD) trunks
directly to the location designated by Xxxx Atlantic. For IntraLATA Call
Completion Service, Carrier must provide trunks with operator services signaling
directly to the location designated by Xxxx Atlantic. Xxxx Atlantic shall
provide Carrier at least three (3) months advance notice in the event of any
change in designated locations.
5. PAYMENT FOR SERVICES
--------------------
5.1 RATES Carrier agrees to pay for Services at the rates contained in
Appendix A.
3
5.2 SETTLEMENTS Carrier shall render payment to Xxxx Atlantic net thirty (30)
calendar days from the date of delivery of the Service or from the date of
billing for the Service, whichever occurs later. Carrier shall pay interest on
any amount overdue at the rate of fifteen (15) percent per annum.
5.3 TAXES The rates specified in this Agreement and Appendices are exclusive
of all taxes, duties or similar charges imposed by law. Carrier shall be liable
for and shall reimburse Xxxx Atlantic for any sales, use, excise or other taxes
applicable to the services performed under this Agreement.
5.4 LIQUIDATED DAMAGES In the event that Carrier discontinues using Xxxx
Atlantic's Services in whole or in part, or ten-ninates this agreement prior to
the expiration of the subscription term, the parties agree that Xxxx Atlantic
will incur expenses and damages that will be difficult to calculate. Therefore,
the parties agree that in the event of such discontinuance or termination,
Carrier shall pay an amount equal to the charges billed for the month in which
the highest usage of Services occurred, multiplied by the number of months
remaining in the thencurrent term, or b) the sum of $100,000, whichever is
greater. If Carrier causes this Agreement to terminate before the commencement
of any Service selected in Appendix A, Carrier shall pay for all costs already
incurred by Xxxx Atlantic in establishing and preparing for the commencement of
such Service or the sum of $100,000, whichever is greater.
5.5 CARRIER'S CUSTOMERS Carrier shall be responsible for all contacts and
arrangements with its customers concerning the provision and maintenance, and
the billing and collection, of charges for Services furnished to Carrier's
customers.
6. LIMITATION OF LIABILITY
-----------------------
6.1 DIRECT DAMAGES In the event that Xxxx Atlantic, through negligence or
willful misconduct, fails to provide the Services selected and contracted for
under this Agreement, Xxxx Atlantic shall be liable to Carrier for Carrier's
direct damages resulting from such failure, up to an amount not to exceed the
payment of charges under this Agreement for the Services affected.
6.2 OTHER REMEDIES The extent of Xxxx Atlantic's liability arising under this
Agreement shall be limited as described in paragraph 6.1 above. In no event
shall Xxxx Atlantic be liable for any other loss, cost, claim, injury,
liability, or expense related to or arising out of this Agreement or the
Services provided hereunder including, but not limited to, any incidental,
special, indirect, or consequential damages, including but not limited to loss
of revenue or profit, whether recovery is sought in tort, contract, or
otherwise, even if Xxxx Atlantic had notice of such damages.
7. DEFAULTS AND TERMINATION
------------------------
7.1 DEFAULTS OR VIOLATIONS If Carrier defaults in the payment of any amount
due hereunder, or if Xxxx Atlantic fails to provide Services as agreed
hereunder, and such default or failure shall continue for thirty (30) days after
written notice thereof, the other company may terminate this agreement with
seven (7) days written notice.
4
8. CONFIDENTIAL INFORMATION
------------------------
8.1 CONFIDENTIALITY The parties agree that all confidential and proprietary
information that is marked as specified in Section 8.2 and that is disclosed by
either party to the other party for the purposes of this Agreement, including
rates and terms, shall be treated as confidential unless a) such information was
previously or becomes known to the receiving party free of any obligation to
keep it confidential, b) has been or is subsequently made public by the
disclosing party, or c) is required to be disclosed by law. The receiving party
shall not, except in the performance of the Services under this Agreement or
with the express prior written consent of the other party, disclose or permit
access to any confidential information to any other parties. The parties agree
to advise their respective employees, agents and representatives to take such
action as may be advisable to preserve and protect the confidentiality of such
information.
8.2 MARKING OF CONFIDENTIAL INFORMATION All information the disclosing party
considers proprietary or confidential, if in writing or other tangible form,
shall be conspicuously labeled or marked as "Proprietary" or "Confidential" and,
if oral, shall be identified as proprietary at the time of disclosure and
promptly confirmed in writing. Either party shall have the right to correct any
inadvertent failure to designate information as proprietary by written
notification within ten (10) days following disclosure.
9. RELATIONSHIP OF THE PARTIES
---------------------------
9.1 INDEPENDENT CONTRACTORS Xxxx Atlantic and Carrier shall be independent
contractors under this Agreement and all services under this Agreement shall be
performed by Xxxx Atlantic as an independent contractor and not as an agent of
Carrier.
9.2 RESPONSIBILITY FOR EMPLOYEES AND AGENTS All persons furnished by Xxxx
Atlantic shall be considered solely Xxxx Atlantic's employees or agents, and
Xxxx Atlantic shall be responsible for compliance with all laws, rules, and
regulations relating to such persons including, but not limited to, hours of
labor, working conditions, workers' compensation, payment of wages, benefits,
unemployment, social security and other payroll taxes. Each party's employees
and agents, while on premises of the other, shall comply with all rules and
regulations, including any applicable security procedures and safeguarding of
confidential data.
10. GENERAL CONDITIONS
------------------
10.1 ASSIGNMENT Neither party may assign or delegate its rights and obligations
under this Agreement without the prior written consent of the other party except
that Xxxx Atlantic may assign this Agreement to an affiliate or subsidiary
without such consent.
10.2 CHOICE OF LAW The validity, construction and performance of this Agreement
shall be governed by the laws of _____________.
5
10.3 COMPLIANCE WITH LAWS Each party shall comply with all applicable federal,
state, county and local laws, ordinances, regulation, rules and codes in the
performance of this Agreement. Neither party shall be liable to the other for
termination of this Agreement or any services to be provided hereunder
necessitated by compliance with any law, rule, regulation or court order of a
duly authorized governmental body.
10.4 CONTINGENCY Neither party shall be held responsible or liable to the other
for any delay or failure in performance caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
act of God or by the public enemy, or other causes beyond the control of Carrier
or Xxxx Atlantic. If such a contingency occurs, the party injured by the
other's inability to perform may: a) terminate the affected services or part
thereof not already rendered; or b) suspend the affected services or part
thereof for the duration of the delaying cause and resume performance once the
delaying causes cease.
10.5 LICENSES No licenses, expressed or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by Xxxx Atlantic to
Carrier under this Agreement.
10.6 NOTICES Except as otherwise specified in this Agreement, any notice
required or permitted under this Agreement shall be in writing and shall be
given to the other party at the address designated below by hand delivery,
registered returri-receipt requested mail, confirmed facsimile, or nationally
recognized courier service:
For Xxxx Atlantic: Xxxx Atlantic Network Services, Inc.
00000 Xxxxxxxx Xxxx, X00
Xxxxxx Xxxxxx, XX 00000
Attn: _______________, Product Manager
For Carrier:
The above addresses may be changed by giving thirty (30) calendar days prior
written notice as prescribed above. Notice shall be deemed to have been given
or made on the date of delivery if received by hand, facsimile or express
courier, and three days after delivery to the U.S. Postal Service, if mailed.
10.7 PUBLICITY Xxxx Atlantic and Carrier agree to submit to each other prior to
publication all advertising, sales promotions, press releases and other
publicity matters containing or mentioning a) the services performed by Xxxx
Atlantic under this Agreement, b) either party's name or marks, or c) language
from which either party's names or marks may be inferred or implied. Xxxx
Atlantic and Carrier further agree not to publish or use any such advertising,
sales promotion, press releases, or publicity matters unless it obtains the
other party's prior written consent.
6
10.8 SEVERABILITY If any provision of this Agreement or the application of any
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law or unenforceable, the remaining provisions of this Agreement shall
continue in full force and effect.
10.9 SURVIVAL All obligations hereunder, incurred by either Xxxx Atlantic or
Carrier prior to the cancellation, termination or expiration of this Agreement
shall survive such cancellation, termination or expiration.
10.10 CAPTIONS AND SECTION HEADINGS The captions and section headings in this
Agreement are for convenience only and do not affect the meaning or
interpretation of this Agreement.
10.11 DUPLICATE ORIGINALS This Agreement may be executed separately by the
parties in one or more counterparts. Each duplicate executed shall be deemed an
original, and all together shall constitute one and the same document.
10.12 NONDISCLOSURE OF AGREEMENT Each party agrees not to disclose the terms and
conditions of this Agreement to any third party, except that it shall not be
deemed a breach of this provision for the parties to disclose the terms and
conditions of this Agreement to their respective subsidiaries and affiliated
companies or to any duly constituted governmental body which requires
disclosure.
10.13 ENTIRE AGREEMENT The terms and conditions of this Agreement, including
Appendices A, B, and C attached to this Agreement, constitute the entire
Agreement between Xxxx Atlantic and Carrier relating to the subject matter of
this Agreement, and supersede any and all prior or contemporaneous
understandings, promises or representations, whether written or oral, between
the parties relating to the subject matter of this Agreement. Any waiver,
modification or amendment of any provision of this Agreement, or of any right or
remedy hereunder, shall not be effective unless made in writing and signed by
both parties.
IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement
is the date first written above, and each party wan-ants that it has caused this
Agreement to be signed and delivered by its duly authorized representative.
XXXX ATLANTIC
NETWORK SERVICES, INC.
Name:_____________________________ Name:________________________________
Title:____________________________ Title:_______________________________
Signature:________________________ Signature:___________________________
Date:_____________________________ Date:________________________________
7
APPENDIX A
CARRIER SUBSCRIPTION SELECTION FORM
-----------------------------------
CONTRACT DA SERVICE SELECTED SUBSCRIPTION RATE PER
PERIOD CALL
--------------------------------------------------------------------------------------
Directory Assistance - Standard Year(s)
--------------------------------------------------------------------------------------
Directory Assistance - Standard with Front End
Branding* Year(s)
--------------------------------------------------------------------------------------
Directory Assistance - Live Response Year(s)
--------------------------------------------------------------------------------------
Directory Assistance - Live Response with Front
End Branding* Year(s)
--------------------------------------------------------------------------------------
Directory Assistance Call Completion Year(s)
--------------------------------------------------------------------------------------
IntraLATA Call Completion Year(s) See rates below
--------------------------------------------------------------------------------------
Branded IntraLATA Call Completion* Year(s) See rates below
--------------------------------------------------------------------------------------
* Plus nonrecurring Branding Fee of $_______________.
For informational purposes, the following are the charges for Directory
Transport to be provided under the applicable tariffs. (Call miles are measured
from the BA Wire Center serving Carrier's premises to the DA location):
Call Miles Rate Per Call
---------------------- -------------
0 to 1 mile $0.0014
greater than 1 to 4 miles 0.0015
greater than 4 to 8 miles 0.0016
greater than 8 to 16 miles 0.0018
greater than16 to 25 miles 0.0018
greater than 25 to 50 miles 0.0019
greater than 50 to 200 miles 0.0020
--------------------------------------------------------------------------
CALL COMPLETION RATES
--------------------------------------------------------------------------
TOTAL ANNUAL CALL AUTO AUTO COLLECT/ LIVE CCR HANDLED
VOLUME (ALL CALLS) PER CALL THIRD (PER CALL) PER CCR WORK SECOND
--------------------------------------------------------------------------
0-20,000
--------------------------------------------------------------------------
20,001 - 100,000
--------------------------------------------------------------------------
100,001 +
--------------------------------------------------------------------------
Notes: 1) Trunking and switched access costs are not included in the above
----- DA and Call Completion rates.
2) Rates for automated IntraLATA Call Completion calls are based on
call attempts.
------------------------------- -----------------------------
Signature (Xxxx Atlantic) Signature(Carrier)
APPENDIX B
INTRALATA CALL COMPLETION SERVICES
----------------------------------
1. Calling Card
------------
Xxxx Atlantic Carrier Call Representative keys the calling card number and
call details into the system, secures validation, and releases the call
into the network.
2. Collect
-------
Xxxx Atlantic Carrier Call Representative obtains the calling party's name,
keys the call details if necessary, announces the call to the called party,
waits for acceptance, and releases the call into the network.
3. Billed To A Third Party
-----------------------
Xxxx Atlantic Carrier Call Representative requests the calling party's
name, keys the call details if necessary, calls the third party to verify
acceptance of billing, and releases the call once acceptance is given.
4. Assistance - Other
------------------
Xxxx Atlantic Carrier Call Representative will dial a called number for the
customer for any of the following reasons:
4.1 Customer encounters trouble such as wrong number, poor transmission or
cutoff, and requests a credit or reconnection.
4.2 Customer desires time and charges at the end of conversation.
4.3 Customer requires dialing assistance due to a disability.
4.4 Customer is unwilling to dial call.
5. Person-to-Person
----------------
Xxxx Atlantic Carrier Call Representative requests the person or department
the calling party has specified, ensures appropriate party has been reached
(person or department), and releases call.
6. Busy-Line Verification
----------------------
Xxxx Atlantic Carrier Call Representative determines if the number
specified by the customer is in use, idle, or out of order.
7. Customer-Requested Interrupt
----------------------------
At the customer's request, Xxxx Atlantic Carrier Call Representative will
interrupt conver-sation in progress on a line that has been verified in
use.
8. Assistance (0-)
---------------
Xxxx Atlantic Carrier Call Representative will provide customer dialing
instructions, assistance with emergency calls, area code information, and
business office or repair service.
9. Validation Services
-------------------
Xxxx Atlantic will launch a query for the validation of all calling card
calls, collect calls, billed-to-third number calls and public telephone
checks to a Line Information Data Base (LIDB). The query costs for query
of the Xxxx Atlantic LIDB are included in Xxxx Atlantic Carrier Call
Representative (CCR) Work Second or Automated call rate specified in
Appendix X. Xxxx Atlantic win also launch queries as stated for
validations to other companies' LIDBs.
APPENDIX C
EXCHANGE OF INFORMATION
-----------------------
Technical information will be furnished via the use of a Technical Questionnaire
to be provided by Xxxx Atlantic. Such information will include, but not be
limited to, the following:
1. Central Office Exchange Names
2. Usage Forecasts
3. Local Central Office Characteristics
4. Trunking Arrangements and Trunk Group Types
5. Emergency Reporting System and Procedures
6. Business Office Information
7. Repair Service Information
8. Name and Address Request Information
9. Tariffs and Rate Information
10. Customer Dialing Capabilities
11. Access to EMI Records
