RESALE
AGREEMENT
BETWEEN
U S WEST COMMUNICATIONS, INC.
AND
XXXXXXXXX.XXX
FOR
OREGON
Page i
TABLE OF CONTENTS
PART A - GENERAL TERMS ....................................................... 1
(A)1. SCOPE OF AGREEMENT ..................................................... 1
(A)2. DEFINITIONS ............................................................ 3
(A)3. TERMS AND CONDITIONS ................................................... 4
(A)3.1 General Provisions .............................................. 4
(A)3.2 Term of Agreement ............................................... 4
(A)3.3 Proof of Authorization .......................................... 5
(A)3.4 Payment ......................................................... 6
(A)3.5 Taxes ........................................................... 7
(A)3.6 Force Majeure ................................................... 7
(A)3.7 Limitation of Liability ......................................... 8
(A)3.8 Indemnity ....................................................... 8
(A)3.9 Intellectual Property ...........................................10
(A)3.10 Warranties ......................................................12
(A)3.11 Assignment ......................................................12
(A)3.12 Default .........................................................13
(A)3.13 Disclaimer of Agency ............................................13
(A)3.14 Nondisclosure ...................................................14
(A)3.15 Survival ........................................................15
(A)3.16 Dispute Resolution ..............................................15
(A)3.17 Controlling Law .................................................17
(A)3.18 Joint Work Product ..............................................17
(A)3.19 Responsibility for Environmental Contamination ..................17
(A)3.20 Notices .........................................................17
(A)3.21 Responsibility of Each Party ....................................18
(A)3.22 No Third Party Beneficiaries ....................................18
(A)3.23 Referenced Documents ............................................18
(A)3.24 Publicity .......................................................19
(A)3.25 Amendment .......................................................19
(A)3.26 Executed in Counterparts ........................................19
(A)3.27 Headings of No Force or Effect ..................................19
(A)3.28 Regulatory Approval .............................................19
(A)3.29 Compliance ......................................................19
(A)3.30 Compliance with the Communications Assistance for Law Enforcement
Act of 1994 ("CALEA") ...........................................20
(A)3.31 Cooperation .....................................................20
(A)3.32 Availability of Other Agreements ................................20
PART B - RESALE.............................................................. 21
(B)1. Description ...........................................................21
(B)2. Terms and Conditions ..................................................21
(B)3. Rates and Charges .................................................... 25
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TABLE OF CONTENTS
(B)4. Ordering Process .................................................... 26
(B)5. Billing ............................................................. 27
(B)6. Maintenance and Repair .............................................. 28
PART C - WHITE PAGES DIRECTORY LISTINGS .................................... 29
(C)1. Description ......................................................... 29
(C)2. Terms and Conditions ................................................ 29
PART D- MISCELLANEOUS PROVISIONS ........................................... 32
(D)1. Network Security .................................................... 32
(D)2. Access To Operational Support Systems (OSS) ......................... 32
(D)3. U S WEST Dex ........................................................ 47
(D)4. Notice Of Changes ................................................... 47
(D)5. Maintenance and Repair .............................................. 48
(D)6. Service Performance ................................................. 54
PART E - OREGON RATES ...................................................... 62
PART F - SIGNATURE ......................................................... 63
Page iii
Part A
General Terms
PART A - GENERAL TERMS
This Resale Agreement is between xxxxxxxxx.xxx ("RESELLER"), a
Delaware corporation, and U S WEST Communications, Inc. ("USW"), a Colorado
corporation.
(A)1. SCOPE OF AGREEMENT
(A)1.1 Pursuant to this negotiated Resale Agreement ("Agreement"),
RESELLER and USW (collectively, "the Parties") will extend
certain arrangements to one another within the geographical
areas where USW is the incumbent Local Exchange Carrier
within the state of Oregon for purposes of providing the
resale of local Telecommunications Services. This Agreement
or the portions of this Agreement relative to a particular
state will be submitted to the Oregon Public Utility
Commission ("Commission") for approval. Notwithstanding this
mutual commitment, however, the Parties enter into this
Agreement without prejudice to any positions they have taken
previously, or may take in the future in any legislative,
regulatory, or other public forum addressing any matters,
including matters related to the types of arrangements
prescribed by this Agreement.
(A)1.2 The provisions in this Agreement are based, in large part, on
the existing state of the law, rules, regulations and
interpretations thereof, as of the date hereof (the "Existing
Rules"). Among the Existing Rules are or could be the results
of arbitrated decisions by the Commission which are currently
being challenged by USW. Among the Existing Rules are certain
FCC rules and orders that are the subject of, or affected by,
the opinion issued by the Supreme Court of the United States
in AT&T CORP., ET AL V. IOWA UTILITIES BOARD, ET AL. on
January 25, 1999. Nothing in this Agreement shall preclude or
stop USW from taking any position in any forum concerning the
proper interpretation or effect of the Existing Rules or
concerning whether the Existing Rules should be changed,
dismissed, stayed or modified. To the extent that the Existing
Rules are changed, vacated, dismissed, stayed or modified,
then the Parties shall amend this Agreement and all contracts
adopting all or part of this Agreement pursuant to Section
252(i) of the Act, shall be amended to reflect such
modification or change of the Existing Rules. Where the
Parties fail to agree upon such an amendment, it shall be
resolved in accordance with the Dispute Resolution provision
of this Agreement. It is expressly understood that this
Agreement will be corrected to reflect the outcome of generic
pricing proceedings by the Commission. This Section (A)1.2
shall be considered part of the rates, terms and conditions of
each service resale arrangement contained in this Agreement,
and this Section (A)1.2 shall be considered legitimately
related to the purchase of each service for resale arrangement
contained in this Agreement.
(A)1.3 This Agreement is entered into as a result of both private
negotiations between the Parties and the incorporation of some
of the results of arbitrated decisions by the Commission,
acting pursuant to Section 252 (b) of the Act, and involving
interconnection/resale agreements of other parties. The
Parties have included for convenience certain rates, terms or
conditions in this Agreement which reflect
Page 1
Part A
General Terms
rates, terms or conditions established in some or all of those
other arbitrations. RESELLER acknowledges: (1) that those
rates, terms or conditions are extended only because of the
arbitrated results in other dockets, (2) that USW intends to
appeal certain of those decisions, and (3) that any
negotiations, appeal, stay, injunction or similar proceeding
impacting the applicability of those rates, terms or
conditions to the local service providers who were parties to
those arbitrations will similarly impact the applicability of
those rates, terms or conditions to RESELLER. The Parties
further recognize that this Agreement is subject to the
generic proceedings by the Commission addressing the services
in this Agreement.
(A)1.4 This Agreement sets forth the terms, conditions and prices
under which USW agrees to provide services for resale to
RESELLER, all for the sole purpose of providing
Telecommunications Services.
(A)1.5 In the performance of their obligations under this Agreement,
the Parties shall act in good faith and consistently with the
intent of the Act. Where notice, approval or similar action
by a Party is permitted or required by any provision of this
Agreement, (including, without limitation, the obligation of
the Parties to further negotiate the resolution of new or
open issues under this Agreement) such action shall not be
unreasonably delayed, withheld or conditioned.
(A)1.6 USW may make services and features available to RESELLER for
resale under this Agreement consistent with the way they are
available to USW end users, without a formal amendment to this
Agreement. Nothing herein prevents either Party from raising
other issues through additional good faith negotiations.
(A)1.7 This Agreement is structured in the following format:
Part A - General Terms
Part B - Resale
Part C - Directory Services
Part D - Miscellaneous Provisions
Part E - Rates
Part F - Signature
(A)1.8 Prior to placing any orders for services under this Agreement,
the Parties will jointly complete USW's "Reseller
Questionnaire". This questionnaire will then be used to:
Determine geographical requirements
Identify RESELLER Ids
Determine USW system requirements to support RESELLER specific
activity
Collect credit information
Obtain billing information
Create summary bills
Establish input and output requirements
Create and distribute USW and RESELLER contact lists
Identify client hours and holidays
Page 2
Part A
General Terms
(A)2. DEFINITIONS
(A)2.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.
seq.), as amended by the Telecommunications Act of 1996, and
as from time to time interpreted in the duly authorized rules
and regulations of the FCC or a Commission within its state
of jurisdiction.
(A)2.2 "Basic Exchange Features" are optional end user switched
services that include, but are not necessarily limited to:
Automatic Call Back; Call Trace; Caller ID and Related
Blocking Features; Distinctive Ringing/Call Waiting;
Selective Call Forward; and Selective Call Rejection.
(A)2.3 "Basic Exchange Telecommunications Service" means a service
offered to end users which provides the end user with a
telephonic connection to, and a unique local telephone number
address on the public switched telecommunications network, and
which enables such end user to generally place calls to, or
receive calls from, other stations on the public switched
telecommunications network. Basic residence and business line
services are Basic Exchange Telecommunications Services. As
used solely in the context of this statement and unless
otherwise agreed, Basic Exchange Telecommunications Service
includes access to ancillary services such as 911, directory
assistance and operator services.
(A)2.4 "Commission" means the Public Utility Commission(s) in the
state of Oregon.
(A)2.5 "Enhanced Services" means any service offered over common
carrier transmission facilities that employ computer
processing applications that act on format, content, code,
protocol or similar aspects of the subscriber's transmitted
information; that provide the subscriber with additional,
different or restructured information; or involve end user
interaction with stored information.
(A)2.6 "Interconnect & Resale Resource Guide" is a USW document that
provides essential information needed to request services
available under this Agreement. It is available on USW's Web
site.
(A)2.7 "Interexchange Carrier" or "IXC" means a carrier that provides
interLATA or IntraLATA Toll services.
(A)2.8 "IntraLATA Toll" is defined in accordance with USW's current
intraLATA toll serving areas, as determined by the Federal
Communications Commission.
(A)2.9 "Local Exchange Carrier" or "LEC" 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.
(A)2.10 "Party" means either USW or RESELLER and "Parties" means USW
and RESELLER.
Page 3
Part A
General Terms
(A)2.11 "Reseller" is a category of local exchange service provider
that obtains dial tone and associated Telecommunications
Services from another provider through the purchase of
finished services for resale to its end users.
(A)2.12 "Tariff" as used throughout this Agreement refers to USW
interstate Tariffs and state Tariffs, price lists, price
schedules and catalogs.
(A)2.13 "Telecommunications Carrier" means any provider of
Telecommunications Services, except that such term does not
include aggregators of Telecommunications Services (as
defined in Section 226 of the Act). A Telecommunications
Carrier shall be treated as a common carrier under the Act
only to the extent that it is engaged in providing
Telecommunications Services, except that the Federal
Communications Commission shall determine whether the
provision of fixed and mobile satellite service shall be
treated as common carriage.
(A)2.14 "Telecommunications Services" means the offering of
telecommunications for a fee directly to the public, or to
such classes of users as to be effectively available directly
to the public, regardless of the facilities used.
(A)2.15 Terms not otherwise defined here, but defined in the Act shall
have the meaning defined there. Where a term is defined in the
regulations implementing the Act but not in this Agreement,
the Parties do not necessarily intend to adopt the definition
as set forth in said regulations.
(A)3. TERMS AND CONDITIONS
(A)3.1 GENERAL PROVISIONS
(A)3.1.1 Each Party is solely responsible for the services
it provides to its end users and to other
Telecommunications Carriers.
(A)3.1.2 The Parties shall work cooperatively to minimize
fraud associated with intra-LATA toll, third-number
billed calls, and any other services related to
this Agreement.
(A)3.1.3 Nothing in this Agreement shall prevent either
Party from seeking to recover the costs and
expenses, if any, it may incur in (a) complying
with and implementing its obligations under this
Agreement, the Act, and the rules, regulations
and orders of the FCC and the Commission, and (b)
the development, modification, technical
installation and maintenance of any systems or
other infrastructure which it requires to comply
with and to continue complying with its
responsibilities and obligations under this
Agreement.
(A)3.2 TERM OF AGREEMENT
This Agreement shall become effective upon Commission
approval, pursuant to Sections 251 and 252 of the Act, shall
terminate on January 16, 2002, and shall be binding upon the
Parties during that term, notwithstanding Section 252(i) of
the Act. After the date specified above, this Agreement shall
continue in force and
Page 4
Part A
General Terms
effect until terminated by either Party providing one hundred
sixty (160) days written notice of termination to the other
Party. The day the notice is served will determine the
starting point for a 160-day negotiation period (in accordance
with 252(b)1 of the Act. In the event of such termination,
existing or pending service arrangements made available under
this Agreement shall continue in total without interruption
under either a) a new or adoption agreement executed by the
Parties, or b) tariff terms and conditions generally available
to all resellers.
(A)3.2.1 If the Parties are unable to negotiate a new
agreement during the negotiation period described
above, the window of opportunity to file for
arbitration to resolve outstanding contractual
issues in accordance with the Act will occur
between days 135 and 160 of the 160 day notice
period.
(A)3.2.2 If the Parties are able to reach agreement, this
Agreement shall continue for the brief period of
time needed to secure the Commission's approval
of an adoption agreement or a new resale
agreement. In the case of Section (A)3.2.1, this
Agreement will expire on the termination date
specified in the one hundred sixty (160) day
notice referenced above, unless a petition for
arbitration has been filed, but if such a
petition has been filed then this Agreement shall
continue for the period necessary for the
Commission to act and resolve the disputed issues
so that the Parties will have an effective resale
agreement.
(A)3.3 PROOF OF AUTHORIZATION
Where so indicated in specific sections of this Agreement,
each party shall be responsible for obtaining and having in
its possession Proof of Authorization ("POA"). POA shall
consist of verification of the end users selection and
authorization adequate to document the end user's selection.
Such selection may be obtained in the following ways:
(A)3.3.1 The end user's written Letter of Authorization.
(A)3.3.2 The end user's electronic authorization by use of
an 1-8XX number.
(A)3.3.3 The end user's oral authorization verified by an
independent third party (with third party
verification as POA).
The Parties shall make POAs available to each other upon
request, in accordance with the applicable laws and rules.
Unless prohibited by applicable laws or regulations, a
charge of $100.00 ("slamming charge") will be assessed if
the POA cannot be provided supporting the change in service
provider. If there is a conflict between the end user
designation and the other Party's written evidence of its
authority, the Parties shall honor the designation of the
end user and change the end user back to the previous
service provider.
Page 5
Part A
General Terms
(A)3.4 Payment
(A)3.4.1 Amounts payable under this Agreement are due and
payable within thirty (30) calendar days after
the date of USW's invoice, or within twenty (20)
days after receipt of the invoice, whichever is
later. If the payment due date is not a Business
Day, the payment shall be made the next Business
Day.
USW may discontinue processing orders for the
failure by RESELLER to make full payment for the
services provided under this Agreement within
thirty (30) days of the due date on RESELLER's
xxxx.
USW may disconnect for the failure by RESELLER
to make full payment for the services provided
under this Agreement within sixty (60) days of
the due date on RESELLER's xxxx. RESELLER will
pay the Tariff charge required to reconnect each
end user line disconnected pursuant to this
paragraph.
(A)3.4.2 Should RESELLER dispute, in good faith, any
portion of the monthly billing under this
Agreement, RESELLER will notify USW in writing
within thirty (30) calendar days of the receipt
of such billing, identifying the amount, reason
and rationale of such dispute. RESELLER shall pay
all amounts due. Both RESELLER and USW agree to
expedite the investigation of any disputed
amounts in an effort to resolve and settle the
dispute prior to initiating any other rights or
remedies. Should the dispute be resolved in
RESELLER's favor and the resolved amount did not
appear as a credit on RESELLER's next invoice
from USK USW will reimburse RESELLER the resolved
amount plus interest from the date of payment.
The amount of interest will be calculated using
the late payment factor that would have applied
to such amount had it not been paid on time.
(A)3.4.3 USW will determine RESELLER's credit status based
on previous payment history with USW or credit
reports such as Dun and Bradstreet. If RESELLER
has not established satisfactory credit with USW
or if RESELLER is repeatedly delinquent in making
its payments, USW may require a deposit to be
held as security for the payment of charges.
"Repeatedly delinquent" means being thirty (30)
calendar days or more delinquent for three (3)
consecutive months. The deposit may not exceed
the estimated total monthly charges for a two (2)
month period. The deposit may be a surety bond, a
letter of credit with terms and conditions
acceptable to USW or some other form of mutually
acceptable security such as a cash deposit.
Required deposits are due and payable within ten
(10) calendar days after demand in accordance
with Commission requirements.
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Part A
General Terms
(A)3.4.4 Interest will be paid on cash deposits at the
rate applying to deposits under applicable
Commission rules, regulations, or Tariffs.
Cash deposits and accrued interest will be
credited to RESELLER's account or refunded, as
appropriate, upon the earlier of the termination
of this Agreement or the establishment of
satisfactory credit with USW, which will
generally be one (1) full year of timely
payments in full by RESELLER. The fact that a
deposit has been made does not relieve RESELLER
from any requirements of this Agreement.
(A)3.4.5 USW may review RESELLER's credit standing and
modify the amount of deposit required.
(A)3.4.6 The late payment charge for amounts that are
billed under this Agreement shall be in
accordance with state Tariffs/Commission Rules
and Orders.
(A)3.5 TAXES
Each Party purchasing services hereunder shall pay or
otherwise be responsible for all federal, state, or local
sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges levied against or upon such
purchasing Party (or the providing Party when such providing
Party is permitted to pass along to the purchasing Party such
taxes, fees or surcharges), except for any tax on either
Party's corporate existence, status or income. Whenever
possible, these amounts shall be billed as a separate item on
the invoice. To the extent a sale is claimed to be for resale
tax exemption, the purchasing Party shall furnish the
providing Party a proper resale tax exemption certificate as
authorized or required by statute or regulation by the
jurisdiction providing said resale tax exemption. Until such
time as a resale tax exemption certificate is provided, no
exemptions will be applied.
(A)3.6 FORCE MAJEURE
Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement from any cause
beyond its control and without its fault or negligence
including, without limitation, acts of nature, acts of civil
or military authority, government regulations, embargoes,
epidemics, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, work
stoppages, equipment failure, power blackouts, volcanic
action, other major environmental disturbances, unusually
severe weather conditions, inability to secure products or
services of other persons or transportation facilities or acts
or omissions of transportation carriers (collectively, a
"Force Majeure Event"). The Party affected by a Force Majeure
Event shall give prompt notice to the other Party, shall be
excused from performance of its obligations hereunder on a day
to day basis to the extent those obligations are prevented by
the Force Majeure Event, and shall use reasonable efforts to
remove or mitigate the Force Majeure Event. In the event of a
labor dispute or strike the Parties agree to provide service
to each other at a level equivalent to the level they provide
themselves.
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Part A
General Terms
(A)3.7 LIMITATION OF LIABILITY
(A)3.7.1 Except for losses relating to or arising out of
any act or omission in its performance of
services or functions provided under this
Agreement, each Party shall be liable to the
other for direct damages for any loss, defect or
equipment failure resulting from the causing
Party's conduct or the conduct of its agents or
contractors in performing the obligations
contained in this Agreement.
(A)3.7.2 Neither Party shall be liable to the other for
indirect, incidental, consequential, or special
damages, including (without limitation) damages
for lost profits, lost revenues, lost savings
suffered by the other Party regardless of the
form of action, whether in contract, warranty,
strict liability, tort, including (without
limitation) negligence of any kind and regardless
of whether the Parties know the possibility that
such damages could result.
(A)3.7.3 Except for indemnity obligations, each Party's
liability to the other Party for any loss
relating to or arising out of any act or omission
in its performance of services or functions
provided under this Agreement, whether in
contract or in tort, shall be limited to the
total amount that is or would have been charged
to the other Party by such breaching Party for
the service(s) or function(s) not performed or
improperly performed.
(A)3.7.4 Nothing contained in this Section shall limit
either Party's liability to the other for
intentional, malicious misconduct.
(A)3.7.5 Nothing contained in this Section shall limit
either Party's obligations of indemnification as
specified in the Indemnity Section of this
Agreement.
(A)3.7.6 Neither Party shall be liable to the other under
any theory including indemnity on account of such
Party's failure or neglect to have or maintain a
system or systems that are Year 2000 compliant.
As the Parties approach the Year 2000, date
information associated with any interfaces
between the Parties is expected to remain as it
is.
(A)3.8 INDEMNITY
(A)3.8.1 With respect to third party claims, the Parties
agree to indemnify each other as follows:
(A)3.8.1.1 Except for claims made by end users
of one Party against the other Party,
which claims are based on defective
or faulty services provided by the
other Party to the one Party, each of
the Parties agree to release,
indemnify, defend and hold harmless
the other Party and each of its
officers, directors, employees and
agents (each an "Indemnitee") from
and against and in respect
Page 8
Part A
General Terms
of any loss, debt, liability, damage,
obligation, claim, demand, judgment
or settlement of any nature or kind,
known or unknown, liquidated or
unliquidated including, but not
limited to, costs and attorneys'
fees, whether suffered, made,
instituted, or asserted by any other
party or person, for invasion of
privacy, personal injury to or death
of any person or persons, or for loss,
damage to, or destruction of property,
whether or not owned by others,
resulting from the indemnifying
Party's performance, breach of
applicable law, or status of its
employees, agents and subcontractors;
or for failure to perform under this
Agreement, regardless of the form of
action.
(A)3.8.1.2 Where the third party claim is made
by (or through) an end user of one
Party against the other Party, which
claim is based on defective or faulty
services provided by the other Party
to the one Party then there shall be
no obligation of indemnity unless the
act or omission giving rise to the
defective or faulty services is shown
to be intentional, malicious
misconduct of the other Party.
(A)3.8.1.3 If the claim is made by (or through)
an end user and where a claim is in
the nature of a claim for invasion of
privacy, libel, slander, or other
claim based on the content of a
transmission, and it is made against
a Party who is not the immediate
provider of the Telecommunications
Service to the end user (the
indemnified provider), then in the
absence of fault or neglect on the
part of the indemnified provider, the
Party who is the immediate seller of
such Telecommunications Service shall
indemnify, defend and hold harmless
the indemnified provider from such
claim.
(A)3.8.2 The indemnification provided herein shall be
conditioned upon:
(A)3.8.2.1 The indemnified Party shall promptly
notify the indemnifying Party of any
action taken against the indemnified
Party relating to the indemnification.
Failure to so notify the indemnifying
party shall not relieve the
indemnifying Party of any liability
that the indemnifying party might
have, except to the extent that such
failure prejudices the indemnifying
Party's ability to defend such claim.
(A)3.8.2.2 The indemnifying Party shall have
sole authority to defend any such
action, including the selection of
legal
Page 9
Part A
General Terms
counsel, and the indemnified Party
may engage separate legal counsel
only at its sole cost and expense.
(A)3.8.2.3 In no event shall the indemnifying
Party settle or consent to any
judgment pertaining to any such
action without the prior written
consent of the indemnified Party.
(A)3.9 INTELLECTUAL PROPERTY
(A)3.9.1 Each Party hereby grants to the other Party the
limited, personal and nonexclusive right and
license to use its patents, copyrights and trade
secrets but only to the extent necessary to
implement this Agreement or specifically required
by the then applicable federal and state rules
and regulations relating to Interconnection and
access to telecommunications facilities and
services, and for no other purposes. Nothing in
this Agreement shall be construed as the grant to
the other Party of any rights or licenses to
trademarks.
(A)3.9.2 The rights and licenses above are granted "AS IS"
and the other Party's exercise of any such right
and license shall be at the sole and exclusive
risk of the other Party. Neither Party shall have
any obligation to defend, indemnify or hold
harmless, or acquire any license or right for the
benefit of, or owe any other obligation or have
any liability to, the other based on or arising
from any claim, demand, or proceeding
(hereinafter "claim") by any third party alleging
or asserting that the use of any circuit,
apparatus, or system, or the use of any software,
or the performance of any service or method, or
the provision of any facilities by either Party
under this Agreement constitutes infringement, or
misuse or misappropriation of any patent,
copyright, trade secret, or any other proprietary
or intellectual property right of any third party.
(A)3.9.3 As a condition to the access or use of patents,
copyrights, trade secrets and other intellectual
property (including software) owned or controlled
by a third party to the extent necessary to
implement this Agreement or specifically required
by the then applicable federal and state rules
and regulations relating to Interconnection and
access to telecommunications facilities and
services, the Party providing access may require
the other, upon written notice, from time to
time, to obtain a license or permission for such
access or use, make all payments in connection
with obtaining such license, and provide evidence
of such license.
(A)3.9.4 Except as expressly provided in this Intellectual
Property Section, nothing in this Agreement shall
be construed as the grant of a license, either
express or implied, with respect to any patent,
copyright, logo, trademark, trade name, trade
secret or any other intellectual property right
now or hereafter owned, controlled or licensable
by either Party.
Page 10
Part A
General Terms
Neither Party may use any patent, copyright, logo,
trademark, trade name, trade secret or other
intellectual property rights of the other Party or
its affiliates without execution of a separate
agreement between the Parties.
(A)3.9.5 Neither Party shall without the express written
permission of the other Party, state or imply
that: 1) it is connected, or in any way
affiliated with the other or its affiliates, 2)
it is part of a joint business association or
any similar arrangement with the other or its
affiliates, 3) the other Party and its affiliates
are in any way sponsoring, endorsing or
certifying it and its goods and services, or 4)
with respect to its advertising or promotional
activities or materials, that the resold goods
and services are in any way associated with or
originated from the other or any of its
affiliates. Nothing in this paragraph shall
prevent either Party from truthfully describing
the network elements it uses to provide service
to its end users, provided it does not represent
the network elements as originating from the
other Party or its affiliates.
(A)3.9.6 For purposes of resale only and notwithstanding
the above, unless otherwise prohibited by USW
pursuant to an applicable provision herein,
RESELLER may use the phrase "RESELLER is a
reseller of U S WEST Communications services"
(the "Authorized Phrase") in RESELLER's printed
materials provided:
(A)3.9.6.1 The Authorized Phrase is not used in
connection with any goods or services
other than USW services resold by
RESELLER.
(A)3.9.6.2 RESELLER's use of the Authorized
Phrase does not cause end users to
believe that RESELLER is USW.
(A)3.9.6.3 RESELLER may not use the U S WEST
logo. The Authorized Phrase, when
displayed, appears only in text form
with all letters being the same font
and point size. The point size of the
Authorized Phrase shall be no greater
than one fourth the point size of the
smallest use of RESELLER's name and
in no event shall exceed 8 point size.
(A)3.9.6.4 RESELLER shall provide all printed
materials using the Authorized Phrase
to USW for its prior written approval.
(A)3.9.6.5 If USW determines that RESELLER's use
of the Authorized Phrase causes end
user confusion, USW may immediately
terminate RESELLER's right to use
the Authorized Phrase.
(A)3.9.6.6 Upon termination of RESELLER's right
to use the Authorized Phrase or
termination of this Agreement, all
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Part A
General Terms
permission or right to use the
Authorized Phrase shall immediately
cease to exist and RESELLER shall
immediately cease any and all such
use of the Authorized Phrase.
RESELLER shall either promptly return
to USW or destroy all materials in
its possession or control displaying
the Authorized Phrase.
(A)3.9.7 RESELLER acknowledges the value of the marks "U S
WEST' and "U S WEST Communications" (the "Marks")
and the goodwill associated therewith and
acknowledges that such goodwill is a property
right belonging to U S WEST, Inc. and USW
respectively (the "Owners"). RESELLER recognizes
that nothing contained in this Agreement is
intended as an assignment or grant to RESELLER of
any right, title or interest in or to the Marks
and that this Agreement does not confer any right
or license to grant sublicenses or permission to
third parties to use the Marks and is not
assignable. RESELLER will do nothing inconsistent
with the Owner's ownership of the Marks, and all
rights, if any, that may be acquired by use of
the Marks shall inure to the benefit of the
Owners. RESELLER will not adopt, use (other than
as authorized herein), register or seek to
register any xxxx anywhere in the world which is
identical or confusingly similar to the Marks or
which is so similar thereto as to constitute a
deceptive colorable imitation thereof or to
suggest or imply some association, sponsorship,
or endorsement by the Owners. The Owners make no
warranties regarding ownership of any rights in
or the validity of the Marks.
(A)3.10 WARRANTIES
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT
THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(A)3.11 ASSIGNMENT
(A)3.11.1 Neither Party may assign or transfer
(whether by operation of law or
otherwise) this Agreement (or any
rights or obligations hereunder) to a
third party without the prior written
consent of the other Party.
Notwithstanding the foregoing, either
Party may assign or transfer this
Agreement to a corporate affiliate or
an entity under its common control;
however, if RESELLER's assignee or
transferee has an interconnection
agreement with USW, no assignment or
transfer of this Agreement shall be
effective without the prior written
consent of USW. Such consent shall
include appropriate resolutions of
conflicts and discrepancies between
the assignee's or transferee's
interconnection agreement and this
Agreement. Any attempted
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Part A
General Terms
assignment or transfer that is not permitted is
void AB INITIO. Without limiting the generality
of the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of the
Parties' respective successors and assigns.
(A)3.11.2 Without limiting the generality of the foregoing
subsection, any merger, dissolution,
consolidation or other reorganization of
RESELLER, or any sale, transfer, pledge or other
disposition by RESELLER of securities
representing more than 50% of the securities
entitled to vote in an election of RESELLER's
board of directors or other similar governing
body, or any sale, transfer, pledge or other
disposition by RESELLER of substantially all of
its assets, shall be deemed a transfer of
control. If any entity, other than RESELLER,
involved in such merger, dissolution,
consolidation, reorganization, sale, transfer,
pledge or other disposition of RESELLER has an
interconnection agreement with USW, the Parties
agree that only one agreement, either this
Agreement or the interconnection agreement of
the other entity, will remain valid. All other
interconnection agreements will be terminated.
The Parties agree to work together to determine
which interconnection agreement should remain
valid and which should terminate. In the event
the Parties cannot reach agreement on this issue,
the issue shall be resolved through the Dispute
Resolution process contained in this Agreement.
(A)3.12 DEFAULT
If either Party defaults in the payment of any amount due
hereunder, or if either Party violates any other material
provision of this Agreement, and such default or violation
shall continue for thirty (30) calendar days after written
notice thereof, the other Party may seek relief in accordance
with the Dispute Resolution provision of this Agreement. The
failure of either Party to enforce any of the provisions of
this Agreement or the waiver thereof in any instance shall not
be construed as a general waiver or relinquishment on its part
of any such provision, but the same shall, nevertheless, be
and remain in full force and effect.
(A)3.13 DISCLAIMER OF AGENCY
Except for provisions herein expressly authorizing a Party to
act for another, nothing in this Agreement shall constitute a
Party as a legal representative or agent of the other Party,
nor shall a Party have the right or authority to assume,
create or incur any liability or any obligation of any kind,
express or implied, against or in the name or on behalf of the
other Party unless otherwise expressly permitted by such other
Party. Except as otherwise expressly provided in this
Agreement, no Party undertakes to perform any obligation of
the other Party whether regulatory or contractual, or to
assume any responsibility for the management of the other
Party's business.
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Part A
General Terms
(A)3.14 NONDISCLOSURE
(A)3.14.1 All information, including but not limited to
specifications, microfilm, photocopies, magnetic
disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information,
data, employee records, maps, financial reports,
and market data, (i) furnished by one Party to
the other Party, dealing with end user specific,
facility specific, or usage specific information,
other than end user information communicated for
the purpose of providing directory assistance or
publication of directory database, or (ii) in
written, graphic, electromagnetic, or other
tangible form and marked at the time of delivery
as "Confidential" or "Proprietary", or (iii)
communicated and declared to the receiving Party
at the time of delivery, or by written notice
given to the receiving Party within ten (10)
calendar days after delivery, to be "Confidential"
or "Proprietary" (collectively referred to as
"Proprietary Information"), shall remain the
property of the disclosing Party. A Party who
receives Proprietary Information via an oral
communication may request written confirmation
that the material is Proprietary Information. A
Party who delivers Proprietary Information via an
oral communication may request written
confirmation that the Party receiving the
information understands that the material is
Proprietary Information.
(A)3.14.2 Upon request by the disclosing Party, the
receiving Party shall return all tangible copies
of Proprietary Information, whether written,
graphic or otherwise, except that the receiving
Party may retain one copy for archival purposes.
(A)3.14.3 Each Party shall keep all of the other Party's
Proprietary Information confidential and shall
use the other Party's Proprietary Information
only in connection with this Agreement. Neither
Party shall use the other Party's Proprietary
Information for any other purpose except upon
such terms and conditions as may be agreed upon
between the Parties in writing.
(A)3.14.4 Unless otherwise agreed, the obligations of
confidentiality and nonuse set forth in this
Agreement do not apply to such Proprietary
Information as:
(A)3.14.4.1 was at the time of receipt already
known to the receiving Party free of
any obligation to keep it confidential
evidenced by written records prepared
prior to delivery by the disclosing
Party; or
(A)3.14.4.2 is or becomes publicly known through
no wrongful act of the receiving
Party; or
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Part A
General Terms
(A)3.14.4.3 is rightfully received from a third
person having no direct or indirect
secrecy or confidentiality obligation
to the disclosing Party with respect
to such information; or
(A)3.14.4.4 is independently developed by an
employee, agent, or contractor of the
receiving Party which individual is
not involved in any manner with the
provision of services pursuant to the
Agreement and does not have any
direct or indirect access to the
Proprietary Information; or
(A)3.14.4.5 is disclosed to a third person by the
disclosing Party without similar
restrictions on such third person's
rights; or
(A)3.14.4.6 is approved for release by written
authorization of the disclosing
Party; or
(A)3.14.4.7 is required to be made public by the
receiving Party pursuant to
applicable law or regulation provided
that the receiving Party shall give
sufficient notice of the requirement
to the disclosing Party to enable the
disclosing Party to seek protective
orders.
(A)3.14.5 Nothing herein is intended to prohibit a Party
from supplying factual information about its
network and Telecommunications Services on or
connected to its network to regulatory agencies
including the Federal Communications Commission
and the Commission so long as any confidential
obligation is protected.
(A)3.14.6 Effective Date Of This Section. Notwithstanding
any other provision of this Agreement, the
Proprietary Information provisions of this
Agreement shall apply to all information
furnished by either Party to the other in
furtherance of the purpose of this Agreement,
even if furnished before the date of this
Agreement.
(A)3.15 SURVIVAL
Any liabilities or obligations of a Party for acts or
omissions prior to the cancellation or termination of this
Agreement; any obligation of a Party under the provisions
regarding indemnification, Confidential or Proprietary
Information, limitations of liability, and any other
provisions of this Agreement which, by their terms, are
contemplated to survive (or to be performed after) termination
of this Agreement, shall survive cancellation or termination
hereof.
(A)3.16 DISPUTE RESOLUTION
(A)3.16.1 If any claim, controversy or dispute between the
Parties, their agents, employees, officers,
directors or affiliated agents should arise, and
the Parties do not resolve it in the ordinary
course of their dealings (the "Dispute"), then
it shall be resolved in accordance with the
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Part A
General Terms
dispute resolution process set forth in this Section.
Each notice of default, unless cured within the
applicable cure period, shall be resolved in accordance
herewith.
(A)3.16.2 At the written request of either Party, and prior to any
other formal dispute resolution proceedings, each Party
shall designate an officer-level employee, at no less
than the vice president level, to review, meet, and
negotiate, in good faith, to resolve the Dispute. The
Parties intend that these negotiations be conducted by
non-lawyer, business representatives, and the locations,
format, frequency, duration, and conclusions of these
discussions shall be at the discretion of the
representatives. By mutual agreement, the
representatives may use other procedures, such as
mediation, to assist in these negotiations. The
discussions and correspondence among the representatives
for the purposes of these negotiations shall be treated
as Confidential Information developed for purposes of
settlement, and shall be exempt from discovery and
production, and shall not be admissible in any
subsequent arbitration or other proceedings without the
concurrence of both of the Parties.
(A)3.16.3 If the vice-presidential level representatives have not
reached a resolution of the Dispute within thirty (30)
calendar days after the matter is referred to them, then
either Party may demand that the Dispute be settled by
arbitration. Such an arbitration proceeding shall be
conducted by a single arbitrator, knowledgeable about
the telecommunications industry. The arbitration
proceedings shall be conducted under the then current
rules of the American Arbitration Association ("AAA").
The Federal Arbitration Act, 9 U.S.C. Sections 1-16, not
state law, shall govern the arbitrability of the
Dispute. The arbitrator shall not have authority to
award punitive damages. All expedited procedures
prescribed by the AAA rules shall apply. The
arbitrator's award shall be final and binding and may be
entered in any court having jurisdiction thereof. Each
Party shall bear its own costs and attorneys' fees, and
shall share equally in the fees and expenses of the
arbitrator. The arbitration proceedings shall occur in
the Denver, Colorado metropolitan area. It is
acknowledged that the Parties, by mutual, written
agreement, may change any of these arbitration practices
for a particular, some, or all Dispute(s).
(A)3.16.4 Should it become necessary to resort to court
proceedings to enforce a Party's compliance with the
dispute resolution process set forth herein, and the
court directs or otherwise requires compliance herewith,
then all of the costs and expenses, including its
reasonable attorney fees, incurred by the Party
requesting such enforcement shall be reimbursed by the
non-complying Party to the requesting Party.
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Part A
General Terms
(A)3.16.5 No Dispute, regardless of the form of action,
arising out of this Agreement, may be brought by
either Party more than two (2) years after the
cause of action accrues.
(A)3.17 CONTROLLING LAW
This Agreement was negotiated by the Parties in accordance
with the terms of the Act and the laws of the state where
service is provided hereunder. It shall be interpreted solely
in accordance with the terms of the Act and the applicable
state law in the state where the service is provided.
(A)3.18 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.
(A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
Neither Party shall be liable to the other for any costs
whatsoever resulting from the presence or release of any
environmental hazard that either Party did not introduce to
the affected work location. Both Parties shall defend and hold
harmless the other, its officers, directors and employees from
and against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from
(i) any environmental hazard that the indemnifying Party, its
contractors or agents introduce to the work locations or (ii)
the presence or release of any environmental hazard for which
the indemnifying Party is responsible under applicable law.
(A)3.20 NOTICES
Any notices required by or concerning this Agreement shall be
sent to the Parties at the addresses shown below:
USW
Director Interconnection Compliance
1801 California, Room 2410
Xxxxxx, XX 00000
With copy to:
U S WEST Law Department
Attention: General Counsel, Interconnection
0000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
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Part A
General Terms
RESELLER
Xxxx Xxxxx
Xxxxx Xxxxx
0 Xxxxxxxxxx Xxxxx Xxxxx
0xx Xxxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000, ext. 136
Fax: 000-000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
Each Party shall inform the other of any changes in the above
addresses.
(A)3.21 RESPONSIBILITY OF EACH PARTY
Each Party is an independent contractor, and has and hereby
retains the right to exercise full control of and supervision
over its own performance of its obligations under this
Agreement and retains full control over the employment,
direction, compensation and discharge of all employees
assisting in the performance of such obligations. Each Party
will be solely responsible for all matters relating to payment
of such employees, including compliance with social security
taxes, withholding taxes and all other regulations governing
such matters. Each Party will be solely responsible for proper
handling, storage, transport and disposal at its own expense
of all (i) substances or materials that it or its contractors
or agents bring to, create or assume control over at work
locations or, (ii) waste resulting therefrom or otherwise
generated in connection with its or its contractors" or
agents' activities at the work locations. Subject to the
limitations on liability and except as otherwise provided in
this Agreement, each Party shall be responsible for (i) its
own acts and performance of all obligations imposed by
applicable law in connection with its activities, legal status
and property, real or personal and, (ii) the acts of its own
affiliates, employees, agents and contractors during the
performance of that Party's obligations hereunder.
(A)3.22 NO THIRD PARTY BENEFICIARIES
This Agreement does not provide and shall not be construed to
provide third parties with any remedy, claim, liability,
reimbursement, cause of action, or other privilege.
(A)3.23 REFERENCED DOCUMENTS
All references to Sections shall be deemed to be references to
Sections of this Agreement unless the context shall otherwise
require. Whenever any provision of this Agreement refers to a
technical reference, technical publication, RESELLER practice,
USW practice, any publication of telecommunications industry
administrative or technical standards, or any other document
specifically incorporated into this Agreement, it will be
deemed to be a reference to the most recent version or edition
(including any amendments, supplements, addenda, or
successors) of such document that is in effect, and will
include the most recent version or edition (including any
amendments, supplements, addenda, or
Page 18
Part A
General Terms
successors) of each document incorporated by reference in such
a technical reference, technical publication, RESELLER
practice, USW practice, or publication of industry standards.
USW will not implement changes in the most recent version or
edition in the documents described above when such changes are
optional. The existing configuration of either Party's network
may not be in immediate compliance with the latest release of
applicable referenced documents.
(A)3.24 PUBLICITY
Neither Party shall publish or use any publicity materials
with respect to the execution and delivery or existence of
this Agreement without the prior written approval of the other
Party.
(A)3.25 AMENDMENT
RESELLER and USW may mutually agree to amend this Agreement in
writing. Since it is possible that amendments to this
Agreement may be needed to fully satisfy the purposes and
objectives of this Agreement, the Parties agree to work
cooperatively, promptly and in good faith to negotiate and
implement any such additions, changes and corrections to this
Agreement.
(A)3.26 EXECUTED IN COUNTERPARTS
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original; but such
counterparts shall together constitute one and the same
instrument.
(A)3.27 HEADINGS OF NO FORCE OR EFFECT
The headings of Sections of this Agreement are for convenience
of reference only, and shall in no way define, modify or
restrict the meaning or interpretation of the terms or
provisions of this Agreement.
(A)3.28 REGULATORY APPROVAL
The Parties understand and agree that this Agreement will be
filed with the Commission for approval. In the event the
Commission rejects any portion of this Agreement, renders it
inoperable or creates an ambiguity that requires further
amendment, the Parties agree to meet and negotiate in good
faith to arrive at a mutually acceptable modification.
(A)3.29 COMPLIANCE
Each Party shall comply with all federal, state, and local
laws, rules and regulations applicable to its performance
under this Agreement. Without limiting the foregoing, USW and
RESELLER agree to take all action necessary to keep and
maintain in full force and effect all permits, licenses,
certificates, insurance, and other authorities needed to
perform their respective obligations hereunder.
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Part A
General Terms
(A)3.30 COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW
ENFORCEMENT ACT OF 1994 ("CALEA")
Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this
Agreement comply with CALEA. Each Party shall indemnify and
hold the other Party harmless from any and all penalties
imposed upon the other Party for such noncompliance and shall
at the noncompliant Party's sole cost and expense, modify or
replace any equipment, facilities or services provided to the
other Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
(A)3.31 COOPERATION
The Parties agree that this Agreement involves the provision
of USW services in ways such services were not previously
available and the introduction of new processes and procedures
to provide and xxxx such services. Accordingly, the Parties
agree to work jointly and cooperatively in testing and
implementing processes for pre-ordering, ordering,
maintenance, provisioning and billing and in reasonably
resolving issues which result from such implementation on a
timely basis. Electronic processes and procedures are
addressed in Part D of this Agreement.
(A)3.32 AVAILABILITY OF OTHER AGREEMENTS
With regard to the availability of other agreements, the
Parties agree that the provisions of Section 252(i) of the Act
shall apply, including state and federal, Commission and court
interpretive regulations and decisions in effect from time to
time.
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Part B
Resale
PART B - RESALE
(B)1. DESCRIPTION
(B)1.1 Pursuant to the Act and this Part B, USW shall offer for
resale at wholesale rates any Telecommunications Services it
provides to end users who are not Telecommunications Carriers
including terms and conditions (except prices) in the USW
Tariffs, where applicable. RESELLER may obtain intraLATA toll
service from USW for resale or RESELLER has the option to
self-provision intraLATA toll or to obtain intraLATA toll for
resale from another provider.
(B)1.2 The Parties agree that certain USW services are not available
for resale under this Agreement and certain other USW services
are available for resale but not at a discount, as identified
in Part E or in individual state Tariffs. The availability of
services and applicable discounts identified in Part E or in
individual Tariffs are subject to change pursuant to the Rates
and Charges sub-section of this Resale section.
(B)2. TERMS AND CONDITIONS
(B)2.1 Basic Exchange Telecommunications Service, Basic Exchange
Features, Private Line Service, Frame Relay Service and
intraLATA Toll may be resold only for their intended or
disclosed use and only to the same class of end user to which
USW sells such services (e.g., residence service may not be
resold to business end users). Service provided directly to
RESELLER for its own use, such as administrative services,
must be identified by RESELLER and RESELLER must pay the full
retail rates and prices for such services.
(B)2.2 USW shall provide to RESELLER Telecommunications Services for
resale that are at least equal in quality, and in
substantially the same time and manner that USW provides these
services to others, including other Resellers and end users,
and in accordance with any applicable Commission service
quality standards, including standards the Commission may
impose pursuant to Section 252 (e)(3) of the Act.
(B)2.3 In the event that there are existing agreements between
RESELLER and USW for resale under USW retail Tariff discounts,
RESELLER may elect to continue to obtain services for resale
under the existing agreements and retail Tariff discounts or
RESELLER may elect to terminate such existing agreements and
obtain such services under this Agreement with the associated
wholesale discount specified in Part E of this Agreement.
(B)2.4 In accordance with the Act, RESELLER will provide the date it
will begin to offer Telecommunications Services to residential
and business end users. RESELLER will provide a two (2) year
forecast within ninety (90) calendar days of signing this
Agreement The forecast shall be updated and provided to USW on
a annual basis or as requested by USW. Each forecast will
provide:
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Part B
Resale
- The date service will be offered (by city and/or state)
- The type and quantity of service(s) which will be
offered
- RESELLER's anticipated number of service orders
- Name of RESELLER's key contact personnel
The information provided pursuant to this paragraph shall be
considered Proprietary Information under the Nondisclosure
Section of this Agreement,
(B)2.5 RESELLER may not reserve blocks of USW telephone numbers,
except as allowed by Tariffs.
(B)2.6 USW will accept at no charge one primary listing for each main
telephone number belonging to RESELLER's end user based on end
user information provided to USW by RESELLER. USW will place
RESELLER's listings in USW's directory listing database for
directory assistance purposes. Additional terms and conditions
with respect to directory listings are described in Part C of
this Agreement.
(B)2.7 USW shall provide to RESELLER, for RESELLER's end users,
E911/911 call routing to the appropriate Public Safety
Answering Point ("PSAP"). USW shall not be responsible for any
failure of RESELLER to provide accurate end user information
for listings in any databases in which USW is required to
retain and/or maintain end user information.. USW shall
provide and validate RESELLER's end user information to the
Automatic Location Identification/Database Management System
("ALI/DMS"). USW shall use its standard process to update and
maintain, on the same schedule that it uses for its end users,
RESELLER's end user service information in the ALI/DMS used to
support E911/911 services. USW assumes no liability for the
accuracy of information provided by RESELLER.
(B)2.8 If USW provides and RESELLER accepts operator services,
directory assistance, and intraLATA long distance as a part of
the resold line, it will be offered with standard USW
branding. RESELLER is not permitted to alter the branding of
these services in any manner when the services are a part of
the resold line without the prior written approval of USW.
However, at the request of RESELLER and where technically
feasible, USW will rebrand operator services and directory
assistance in RESELLER's name, provided the charges associated
with such rebranding are paid by RESELLER.
(B)2.9 RESELLER shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its end users for interLATA
services and intraLATA services.
(B)2.10 When end users switch from USW to RESELLER, or to RESELLER
from any other Reseller, and if they do not change their
service address to an address served by a different Central
Office, such end users shall be permitted to retain their
current telephone numbers if they so desire. USW shall take no
action to prevent RESELLER end users from retaining their
current telephone numbers.
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Part B
Resale
(B)2.11 RESELLER is liable for all fraud associated with service to
its end-users and accounts. USW takes no responsibility, will
not investigate, and will make no adjustments to RESELLER's
account in cases of fraud unless such fraud is the result of
any intentional act or gross negligence of USW.
Notwithstanding the above, if USW becomes aware of potential
fraud with respect to RESELLER's accounts, USW will promptly
inform RESELLER and, at the direction of RESELLER, take
reasonable action to mitigate the fraud where such action is
possible.
(B)2.12 Resold services are available only where facilities currently
exist and are capable of providing such services without
construction of additional facilities or enhancement of
existing facilities. However, if RESELLER requests that
facilities be constructed or enhanced to provide resold
services, USW will review such requests on a case-by-case
basis and determine if it is economically feasible for USW to
build or enhance facilities. If USW decides to build or
enhance the requested facilities, USW will develop and provide
to RESELLER a price quote for the construction. Construction
charges associated with resold services will be applied in the
same manner that construction charges apply to USW`s retail
end users. If the quote is accepted, RESELLER will be billed
the quoted price and construction will commence after receipt
of payment.
(B)2.13 In the event USW terminates the provisioning of any resold
services to RESELLER for any reason, including RESELLER's
non-payment of charges, RESELLER shall be responsible for
providing any and all necessary notice to its end users of the
termination. In no case shall USW be responsible for providing
such notice to RESELLER's end users. USW will provide notice
to RESELLER of USW`s termination of a resold service on a
timely basis consistent with Commission rules and notice
requirements.
(B)2.14 The underlying network provider of a resold service shall be
entitled to receive, from the purchaser of Switched Access,
the appropriate access charges pursuant to its then effective
Switched Access Tariff.
(B)2.15 Centrex terms and conditions related to calculation of charges
for, and provisioning of common blocks, station lines, and
optional features will be based on the Centrex definition of a
system and a [Resellers] serving location.
(B)2.15.1 Where a common block is applicable, a Centrex system is
defined by a single common block or multiple common
blocks for a single RESELLER within a single Central
Office switching system. A common block defines the
dialing plan for intercom calling, access to public
switched network and/or private facilities, station line
and system restrictions and feature access arrangements
and functionality. RESELLER may purchase multiple common
blocks within a single Central Office switching system
when RESELLER
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Part B
Resale
requires different dialing plans, feature access
arrangements and station line or system restrictions
within a single system operation. A Reseller with
multiple common blocks within the same Central Office
switch may have Network Access Register and Private
Facility trunk groups aggregated across multiple common
blocks. Centrex system based optional features (i.e.
Automatic Route Selection) may not be aggregated across
multiple common blocks. A Centrex system must provide
station lines to at least one location and may provide
station lines to multiple locations.
(B)2.15.2 Centrex station lines are provisioned and charges are
calculated based on serving [Reseller's] location. A
location is defined as the site where USW facilities
(cable plant from the serving Central Office switch)
meet RESELLER facilities (inside wire). In a multi-
tenant building, USW may bring facilities directly to a
single point of interconnection with RESELLER
facilities, typically in a basement equipment room,
which would be considered a single location for this
multi-tenant building. Should USW bring service to
multiple floors or offices within a multi-tenant
building each floor or office with a separate RESELLER
facilities termination point is considered a location.
Multiple buildings within contiguous property (campus)
will be provisioned. and billed as a single location.
Contiguous property is defined as property owned or
leased by a single end user and not separated by public
thoroughfare, river or railroad rights-of-way. Property
will be considered contiguous when connected via
connecting passageways or conduit acceptable to USW for
its facilities. A Reseller with Centrex station lines
from multiple Central Office switching systems, within
the same USW Wire Center, and provisioned to the same
location will not be charged for service or provisioned
as if service was originating from a single Centrex
system. For example, station lines may only be
aggregated from a single Centrex Reseller system to a
single Reseller serving location for rating purposes.
RESELLER may not specify a USW Central Office as a
RESELLER location for termination of Centrex station
lines.
(B)2.16 Private Line Service used for Special Access is available for
resale but not at a discount.
(B)2.17 DSL Service (such as Megabit Service) is available for resale
by RESELLER out of USW's Interstate Tariff, but at no
wholesale discount.
Page 24
Part B
Resale
(B)3. RATES AND CHARGES
(B)3.1 The Telecommunications Services identified in Part E are
available for resale at the wholesale discount percentage
shown in Part E. Telecommunications Services available for
resale but excluded from the wholesale pricing arrangement in
this Agreement are available at the retail Tariff rates.
(B)3.2 The Customer Transfer Charges (CTC) as specified in Part E
apply when transferring services to RESELLER.
(B)3.3 A Subscriber Line Charge (SLC), or any subsequent federally
mandated charge to end users, will continue to be paid by
RESELLER without discount for each local exchange line resold
under this Agreement. All federal and state rules and
regulations associated with SLC as found in the applicable
Tariffs also apply.
(B)3.4 RESELLER will pay to USW the PIC change charge without
discount for RESELLER end user changes of interexchange or
intraLATA carriers. Any change in RESELLER's end users'
interexchange or intraLATA carrier must be requested by
RESELLER on behalf of its end user.
(B)3.5 RESELLER agrees to pay USW when its end user activates any
services or features that are billed on a per use or per
activation basis subject to the applicable discount in Part E
as such may be amended pursuant to this Section (e.g.,
continuous redial, last call return, call back calling, call
trace, etc.).
(B)3.6 Product specific non-recurring charges, as set forth in USW's
applicable Tariffs will apply when additional lines, trunks or
circuits are added or when the end user adds features or
services to existing lines or trunks.
(B)3.7 Miscellaneous charges, if applicable, will be consistent with
charges for equivalent services ordered by USW end users.
(B)3.8 The wholesale discount rates in Part E established in the
Oregon Docket No. OR ARB-10, "In the Matter of Sprint
Communications Company L.P. are interim rates incorporated
from OR ARB 3, "In the Matter of the Petition of AT&T
Communications of the Pacific Northwest, for Arbitration of
the Interconnection Rates, Terms and Pursuant to 47 U.S.C.
Sec. 252(b) of the Telecommunications Act of 1996", (the
"Sprint/AT&T Arbitration") are interim rates and are pending
the outcome of a final Commission decision in an
interconnection cost docket. Such rates, as adopted in this
Agreement, will be subject to true-up from the date those
rates became effective in this Agreement to the effective date
of the final interconnection cost docket order.
Notwithstanding this true-up obligation, the Parties agree
that rates in this Agreement will remain in effect as
described below until the exhaustion of all appeals of the
final order in the interconnection cost docket.
(B)3.9 The Parties intend that, if the Sprint/AT&T rates or the
services in the Sprint/AT&T Arbitration are changed by any
negotiations, appeal, stay,
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Part B
Resale
injunction, settlement, or similar proceeding with respect to
Sprint/AT&T, those rates and services, if they have been
adopted into this Agreement, shall be changed in this
Agreement to the same extent as the rates and services in the
Sprint/AT&T Arbitration. Notwithstanding the above, the
Parties agree that in the event a stay or injunction is
granted with respect to the implementation of the services and
rates in the Sprint/AT&T Arbitration, the Parties agree that
the telecommunications services still available for resale
following the stay or injunction will be available to
RESELLER, effective as of the date of the stay order or
injunction, at a wholesale discount rate of 12% (the "Standard
Rate") until such time as a nonappealable order establishes a
wholesale discount rate(s). If the Standard Rate becomes
effective pursuant to this paragraph, the Standard Rate will
also be subject to true-up to the rate(s) established in the
nonappealable order for the period that the Standard Rate was
in effect. If the Sprint/AT&T rates or the applicability of
the rate to the services in Part E is changed by a
nonappealable administrative or judicial order following
approval of negotiated rates, rates reached in an approved
settlement agreement, a decision on appeal or other similar
proceeding, such changed rate(s) will be available to
RESELLER, effective as of the date of the order. The
Sprint/AT&T rate shall be subject to true-up to the changed
rates for the period of time the Sprint/AT&T rate was in
effect. Notwithstanding the above, no true-up of either the
Standard Rate or the Sprint/AT&T rate will occur unless
ordered as a part of the nonappealable administrative or
judicial order.
(B)3.10 If the resold services are purchased pursuant to Tariffs and
the Tariff rates change, charges billed to RESELLER for such
services will be based upon the new Tariff rates less the
applicable wholesale discount, if any, as agreed to herein or
as established by Commission order and/or resale Tariff. The
new rate will be effective upon the Tariff effective date.
(B)4. ORDERING PROCESS
(B)4.1 RESELLER, or RESELLER's agent, shall act as the single point
of contact for its end users' service needs, including without
limitation, sales, service design, order taking, provisioning,
change orders, training, maintenance, trouble reports, repair,
post-sale servicing, billing, collection and inquiry. RESELLER
shall inform its end users that they are end users of RESELLER
for resold services. RESELLER's end users contacting USW will
be instructed to contact RESELLER; however, nothing in this
Agreement, except as provided below, shall be deemed to
prohibit USW from discussing its products and services with
RESELLER's end users who call USW.
(B)4.2 RESELLER shall transmit to USW all information necessary for
the ordering (billing, listing and other information),
installation, repair, maintenance and post-installation
servicing according to USW's standard procedures, as described
in the USW Interconnect & Resale Resource Guide available on
USW's Web Site. Information shall be provided using USW's
designated Local
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Part B
Resale
Service Request (LSR) format which may include the LSR, end
user and resale forms. RESELLER must send USW complete and
accurate end user listing information for Directory
Assistance, Directory Listings, and 911 Emergency Services
using USW`s designated resale directory listing order forms.
When USW`s end user or the end user's new service provider
orders the discontinuance of the end user's existing service
in anticipation of moving to another service provider, USW
will render its closing xxxx to the end user effective with
the disconnection. If another service provider, RESELLER's end
user or RESELLER requests that service be discontinued from
RESELLER and subsequently USW's service to RESELLER is
discontinued USW will issue a xxxx to RESELLER for that
portion of the service provided to RESELLER. USW will notify
RESELLER by FAX, OSS interface or other agreed upon processes,
in accordance with the OSS section of this Agreement when an
end user moves to another service provider. USW will not
provide RESELLER with the name of the other service provider
selected by the end user.
(B)4.3 RESELLER shall provide USW and USW shall provide RESELLER with
points of contact for order entry, problem resolution and
repair of the resold services.
(B)4.4 Prior to placing orders on behalf of the end user, RESELLER
shall be responsible for obtaining and have in its possession
Proof of Authorization ("POA"), as set forth in Part A of this
Agreement.
(B)4.5 Due date interval standards are addressed in the Interconnect
& Resale Resource Guide.
(B)4.6 Firm Order Confirmation (FOC) guidelines are addressed in the
Interconnect & Resale Resource Guide.
(B)4.7 USW will provide completion notification that is equal to that
provided to USW end users.
(B)4.8 USW will provide Design Layout Records when requested under
terms and conditions consistent with USW end users.
(B)4.9 USW will handle jeopardy orders based upon the same
performance standards and criteria that USW provides to
itself.
(B)5. BILLING
(B)5.1 USW shall xxxx RESELLER and RESELLER is responsible for all
applicable charges for the resold services as provided herein.
RESELLER shall also be responsible for all Tariffed
charges and charges separately identified in this Agreement
associated with services that RESELLER resells to an end user
under this Agreement.
(B)5.2 USW shall provide RESELLER, on a monthly basis, within 7-10
calendar days of the last day of the most recent billing
period, in an agreed upon standard electronic billing format
as detailed in Part D, billing information including (1) a
summary xxxx, and (2) individual end user sub-account
information consistent with the samples available for RESELLER
review.
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Part B
Resale
(B)6. MAINTENANCE AND REPAIR
RESELLER and USW will employ the procedures for handling misdirected
repair calls as specified in the Maintenance and Repair Section of this
Agreement.
(B)6.1 USW will maintain facilities and equipment used to provide
RESELLER resold services. RESELLER or its end user may not
rearrange, move, disconnect, or attempt to repair USW
facilities or equipment, other than by connection or
disconnection to any interface between USW and the end user,
without written consent of USW.
(B)6.2 Maintenance and repair processes are detailed in the
Maintenance and Repair Section of this Agreement.
Page 28
Part C
Directory Listings
PART C - WHITE PAGES DIRECTORY LISTINGS
(C)1. DESCRIPTION
White Pages Listings Service (Listings) consists of USW placing the names,
addresses and telephone numbers of RESELLER's end users in USW's listing
database, based on end user information provided to USW by RESELLER. USW
is authorized to use Listings in Directory Assistance (DA) and as noted
below.
(C)2. TERMS AND CONDITIONS
(C)2.1 RESELLER will provide in standard, mechanized format, and USW
will accept at no charge, one primary listing for each main
telephone number belonging to RESELLER's end users. Primary
listings for RESELLER will include the end user Listings for
any resold services or wireless services and are further
defined in USW's general exchange Tariffs. RESELLER will be
charged for premium and privacy listings, (e.g., additional,
foreign, cross reference, informational, etc.), at USW's
general exchange listing Tariff rates, less the wholesale
discount. If RESELLER utilizes Remote Call Forwarding for
local number portability, RESELLER can list only one number
without charge - either the end user's original telephone
number or RESELLER-assigned number. The standard discounted
rate for an additional listing applies to the other number.
(C)2.2 USW will furnish RESELLER the Listings format specifications.
All manual requests are considered a project and require
coordination between RESELLER and USW to determine time
frames.
(C)2.3 RESELLER grants USW a non-exclusive license to incorporate
Listings information into its Directory Assistance database.
With this license USW will incorporate Listings in the DA
database.
(C)2.4 No prior authorization is needed for USW to release Listings
to directory publishers or other third parties. USW will
incorporate Listings information in all existing and future
directory assistance applications developed by USW. RESELLER
authorizes USW to sell and otherwise make Listings available
to directory publishers. Listings shall not be provided or
sold in such a manner as to segregate end users by carrier.
USW will not charge for updating and maintaining the Listings
database. RESELLER will not receive compensation from USW for
any sale of Listings by USW.
(C)2.5 To the extent that state Tariffs limit USW's liability with
regard to Listings, the applicable state Tariff(s) is
incorporated herein and supersedes the Limitation of Liability
section of this Agreement with respect to Listings only.
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Part C
Directory Listings
(C)2.6 USW is responsible for maintaining Listings, including
entering, changing, correcting, rearranging and removing
Listings in accordance with RESELLER orders. USW will take
reasonable steps in accordance with industry practices to
accommodate non-published and non-listed Listings provided
that RESELLER has supplied USW the necessary privacy
indicators on such Listings.
(C)2.7 USW will include RESELLER Listings in USW's Directory
Assistance service to ensure that callers to USWs Directory
Assistance service have non-discriminatory access to
RESELLER's Listings.
(C)2.8 USW will ensure RESELLER Listings provided to USW are included
in the white pages directory published on USW's behalf.
(C)2.9 RESELLER agrees to provide to USW its end user names,
addresses and telephone numbers in a standard mechanized
format, as specified by USW.
(C)2.10 RESELLER will supply its ACNA/CIC or CLCC/OCN, as appropriate,
with each order to provide USW the means of identifying
Listings ownership.
(C)2.11 Upon request by USW, RESELLER shall submit proof to USW, of
authorization from each end user for which RESELLER submits a
change in end user's Listing.
(C)2.12 RESELLER represents and warrants the end user information
provided to USW is accurate and correct. RESELLER further
represents and warrants that it has reviewed all Listings
provided to USW, including end user requested restrictions on
use such as non-published and non-listed. RESELLER shall be
solely responsible for knowing and adhering to state laws or
rulings regarding Listings (e.g., no solicitation requirements
in the states of Arizona and Oregon, privacy requirements in
Colorado), and for supplying USW with the applicable Listing
information.
(C)2.13 RESELLER is responsible for all dealings with, and on behalf
of, RESELLER's end users, including:
(C)2.13.1 All end user account activity, (e.g. end user queries
and complaints).
(C)2.13.2 All account maintenance activity, (e.g., additions,
changes, issuance of orders for Listings to USW).
(C)2.13.3 Determining privacy requirements and accurately coding
the privacy indicators for RESELLER's end user
information. If end user information provided by
RESELLER to USW does not contain a privacy indicator, no
privacy restrictions will apply.
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Part C
Directory Listings
(C)2.13.4 Any additional services requested by RESELLER's end
users.
Page 31
Part D
Miscellaneous Provisions
PART D- MISCELLANEOUS PROVISIONS
(D)1. NETWORK SECURITY
(D)1.1 Protection of Service and Property - Each Party shall exercise
the same degree of care to prevent harm or damage to the other
Party and any third parties, its employees, agents or end
users, or their property as it employs to protect its own
personnel, end users and property, etc. Each Party shall
comply at all times with USW security and safety procedures
and requirements.
(D)1.2 Revenue Protection - USW shall make available to RESELLER all
present and future fraud prevention or revenue protection
features. These features include, but are not limited to
screening codes, and 900 numbers.
(D)1.3. Law Enforcement Interface - USW provides emergency assistance
to 911 centers and law enforcement agencies seven (7) days a
week/twenty-four (24) hours a day. Assistance includes, but is
not limited to release of 911 trace and subscriber
information; in-progress trace requests; establishing
emergency trace equipment, release of information from an
emergency trap/trace or *57 trace; requests for emergency
subscriber information; assistance to law enforcement agencies
in hostage/barricade situations, kidnappings, bomb threats,
extortion/scams, runaways and life threats.
(D)1.4 USW provides trap/trace, pen register and Title III assistance
directly to law enforcement, if such assistance is directed by
a court order. This service is provided during normal business
hours, Monday through Friday. Exceptions are addressed in the
above paragraph. The charges for these services will be billed
directly to the law enforcement agency, without involvement of
RESELLER, for any lines served from USW Wire Centers or cross
boxes.
(D)1.5 In all cases involving telephone lines served from USW Wire
Centers or cross boxes, USW will perform trap/trace Title III
and pen register assistance directly with law enforcement.
RESELLER will not be involved or notified of such actions, due
to non-disclosure court order considerations, as well as
timely response duties when law enforcement agencies are
involved. Exceptions to the above will be those cases, as yet
undetermined, where RESELLER must participate due to technical
reasons wherein its circuitry must be accessed or modified to
comply with law enforcement, or for legal reasons that may
evolve over time. RESELLER will provide USW with a 24 hour a
day, 7 days a week contact for processing such requests,
should they occur.
(D)2. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
(D)2.1 Description
(D)2.1.1 USW has developed and shall continue to provide
Operational Support Systems OSS interfaces using
electronic gateways. These gateways act as a mediation
or control point between RESELLER's
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Part D
Miscellaneous Provisions
and USW's OSS. These gateways provide security for the
interfaces, protecting the integrity of the USW OSS and
its databases. USW's OSS interfaces have been developed
to support Pre-ordering, Ordering and Provisioning,
Maintenance and Repair and Billing. Included below is a
description of the products and functions supported by
USW OSS interfaces and the technology used by each. This
section describes the interfaces that USW has developed
and shall provide RESELLER. Additional technical
information and details shall be provided by USW in
training sessions and documentation, such as the
"Interconnect Mediated Access User's Guide". USW will
continue to make improvements to the electronic
interfaces as technology evolves, providing notification
to RESELLER consistent with the provisions of this
Section.
(D)2.1.2 Through its electronic gateways, USW shall provide
RESELLER nondiscriminatory access to USW's operational
support systems for pre-ordering, ordering and
provisioning, maintenance and repair, and billing for
resale. For the pre-ordering, ordering and provisioning
of resold services, USW shall provide RESELLER access to
its OSS in substantially the same time and manner as it
provides to itself.
(D)2.2 OSS Support for Pre-Ordering, Ordering and Provisioning
(D)2.2.1 LSR (Local Service Request) Ordering Process
(D)2.2.1.1 RESELLER shall use electronic interfaces for
orders placed using the LSR Ordering Process for
the services it supports. The electronic interface
gateways include both the Electronic Data
Interchange (EDI) interface and the Interconnect
Mediated Access (IMA) Graphical User Interface
(GUI).
(D)2.2.1.2 The EDI interface provides a single interface for
Pre-Order and Order transactions from RESELLER to
USW and is transaction based rather than batch
based. The interface standards for EDI are based
upon the Order & Billing Forum (OBF) Local Service
Order Guidelines (LSOG), the Telecommunication
Industry Forum (TCIF) Customer Service Guideline
and the American National Standards
Institute/Accredited Standards Committee (ANSI
ASC) X12 with exceptions as specified in the IMA
and EDI disclosure documents which are provided in
conjunction with the implementation
responsibilities contained in this Section.
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Part D
Miscellaneous Provisions
(D)2.2.1.3 The IMA GUI also provides a single interface for
Pre-Order and Order transactions from RESELLER to
USW and is browser based The IMA GUI interface is
based on the LSOG and utilizes a WEB standard
technology, Hyper Text Markup Language (HTML),
JAVA, and the Transmission Control
Protocol/Internet Protocol (TCP/IP) to transmit
messages.
(D)2.2.1.4 Functions
(D)2.2.1.4.1 Pre-ordering
Pre-Ordering refers to the set of activities
performed in conjunction with placing an
order. Pre-order consists of the following
functions: validate address, service
availability, review Customer Service Record
(CSR), check facility availability, reserve
telephone numbers, and schedule an
appointment. The electronic interface
gateways provide on-line capabilities to
perform these functions. Not all functions
apply to all products.
(D)2.2.1.4.1.1 Validate address will verify the
end user's address.
(D)2.2.1.1.4.1.2 Service Availability will return
the list of (1) POTS products and
services available in the Central
Office switch serving a particular end
user address, which will indicate to
RESELLER, among other things, which
products and services are authorized
for resale in the Central Office
switch serving a particular end user
address and (2) non-switched-based
products and services that RESELLER is
authorized to provide according to its
resale agreement with USW.
(D)2.2.1.1.4.1.3 Review Customer Service Record
(CSR) gives RESELLER the ability to
request a display of local exchange
services and features (CPNI) USW is
currently providing to an end user.
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Part D
Miscellaneous Provisions
(D)2.2.1.4.1.4 Check Facility Availability will
provide an indication of whether
existing facilities are available or
if new facilities are required, and if
a technician must be dispatched to
provide the facilities requested at
the end user's address. This
transaction does not reserve
facilities and does not guarantee that
facilities will or will not be
available when the order is submitted.
(D)2.2.1.4.1.5 Reserve Telephone Numbers provides
RESELLER with the ability to select an
end user's telephone number. The
reservation process is further divided
into telephone number availability,
selection, exchange and return
functionality. Expiration period for
selection and submission of Telephone
Number are:
- A period up to thirty (30)
minutes in which to make a
telephone number selection. If
this time limit is exceeded, and
no attempt has been made to
select the telephone numbers,
the telephone numbers are sent
back to the OSS and an error
message is displayed on the LSR.
A new query will need to be
performed for available
telephone numbers.
- When a telephone number has been
reserved, there is a twenty-four
(24) hour business period that
the telephone number may be
included on an LSR. If the time
limit is exceeded, the telephone
number is returned to the OSS.
(D)2.2.1.4.1.6 Schedule Appointment allows
RESELLER to retrieve a calendar of
available appointments and to reserve
an appointment date and time so that a
technician can be dispatched for
premises and/or non-premises work.
(D)2.2.1.4.1.7 Expiration period for selection and
submission of Appointment Reservation
are:
- A selection must be made within
a thirty (30) minute period. If
an appointment
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Part D
Miscellaneous Provisions
has been selected and the time
limit was exceeded, an error
message will display. If the
error message displays, an
updated list of available
appointments will need to be
requested. If an appointment has
already been reserved for this
Purchase Order Number, the
Appointment Confirmation window
will be displayed and will be
pre-populated with confirmation
number, appointment date and
time, and after and before
times.
- Appointments are reserved
for a 24 hour business period.
If the appointment is not
attached to a submitted order
within 24 business hours, the
appointment is returned. When
the appointment is successfully
reserved, confirmation of the
appointment will be displayed to
RESELLER.
(D)2.2.1.4.2 Ordering and Provisioning
Submitting an LSR will result in the
provisioning and installation, if necessary,
of an end user's service. The functional set
associated with ordering is: Create New LSR,
Open LSR, Query LSR Status and FOC Return.
(D)2.2.1.4.2.1 Create New LSR allows entry of
information specific to the LSR,
including required OBF forms,
validates information and submits the
LSR for processing.
(D)2.2.1.4.2.2 Open LSR allows RESELLER to save
LSRs it is not ready to submit for
processing as a pending status. When
an LSR is saved as pending, all the
data in all the forms associated with
the LSR is saved. This feature permits
RESELLER to access, edit, submit,
re-save, and purge pending LSRs. In
addition, for issued LSRs, RESELLER
can issue supplemental LSRs and
cancellations.
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Part D
Miscellaneous Provisions
(D)2.2.1.4.2.3 Query LSR Status allows RESELLER to
obtain the status of the LSR. Status
is provided to RESELLER upon inquiry.
Order status functions include the
following: Submitted, In Review,
Issued, Rejected, Erred, Completed and
Jeopardy.
(D)2.2.1.4.2.4 FOC Return returns a Firm Order
Confirmation to RESELLER. The FOC
confirms that USW has received a SR,
issued an order, and assigned an order
number for tracking.
(D)2.2.1.5 Forecast of Usage
(D)2.2.1.5.1 RESELLER shall supply USW with a forecast
of products and volumes they anticipate
ordering through the electronic interface
gateways on a quarterly basis.
(D)2.2.1.5.2 USW will use RESELLER's forecast to provide
RESELLER sufficient capacity to provide the
services and elements requested. If RESELLER
exceeds its capacity without notification,
to the extent that it causes degradation to
other users' response times, RESELLER's use
of its capacity on the IMA or EDI server may
be discontinued until a resolution can be
mutually agreed to by both Parties. USW will
attempt to notify RESELLER before
discontinuing RESELLER's use of the IMA or
EDI server; however USW reserves the right
to discontinue use if it is unable to
contact RESELLER.
(D)2.2.1.5.3 When RESELLER requests more than twenty
(20) Secure IDs from USW RESELLER shall use
a T1 line instead of dial-up capabilities.
(D)2.2.1.6. Access Service Request (ASR) Ordering Process
(D)2.2.1.6.1 The Exchange Access Control and Tracking
(EXACT) system may be used for orders placed
using the ASR process. EXACT is based upon
the OBF Access Service Order Guidelines
(ASOG). The EXACT interface accepts a batch
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Part D
Miscellaneous Provisions
file that is transmitted via a Network Data
Mover (NDM) connection to USW from RESELLER.
It is RESELLER's responsibility to obtain
the appropriate software to interface with
USW's EXACT system.
(D)2.2.1.7 Facility Based EDI Listing Process
(D)2.2.1.7.1 The Facility Based EDI Listing Process is a
single interface from RESELLER to USW. This
interface is based upon the OBF LSOG and
ANSI ASC X12 standards, version 4010. This
interface enables RESELLER listing data to
be translated and passed into the USW
listing database. After USW's daily batch
processing, a Confirmation/Completion record
(for every PON provided on input) is
returned to RESELLER via an EDI 855
transaction.
(D)2.2.2 Maintenance and Repair
(D)2.2.2.1 Maintenance and Repair electronic interfaces
support the tracking and resolution of end users'
repair and maintenance needs as reported to
RESELLER. They facilitate the exchange of updated
information and progress reports between USW and
RESELLER while the Trouble Report (TR) is open and
a USW technician is working on the resolution.
(D)2.2.2.2 RESELLER shall use the electronic interface
gateways for reporting trouble. The electronic
interface gateways are comprised of either the
Mediated Access System Electronic Bonding (MEDIACC
EB) interface or the IMA GUI interface.
(D)2.2.2.3 The MEDIACC Electronic Bonding (EB) interface uses
CMIP protocol over X.25 packet switching network
using ANS T1M1.5 227/228 standards.
(D)2.2.2.4 The IMA GUI also provides a single interface for
trouble reporting from RESELLER to USW and is
browser based. The IMA GUI interface uses a
Berkley Socket interface using ANSI T1M1.5 227/228
standards. The IMA GUI uses JAVA as the standard.
The IMA GUI Interface currently supports trouble
reporting for resale services.
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(D)2.2.2.5 Functions
(D)2.2.2.5.1 Maintenance and Repair - The functions,
processes and systems used in repair are
based on a Trouble Report (TR), which is an
electronic document maintained in one or
more OSS. A TR contains information about
the end user, the trouble, the status of the
work on the trouble and the results of the
investigation and resolution efforts. These
business processes will be made available to
RESELLER in the following functional set:
open a trouble report, modify a trouble
report, notification of status change, view
trouble report status, cancel a trouble
report, receive a trouble report history,
resubmit/delete an erred trouble report and
close a trouble report.
(D)2.2.2.5.1.1 Open Trouble Report is the
mechanism that captures information
needed to resolve the trouble. Once a TR
has been opened, if RESELLER is using
MEDIACC EB, USW sends an electronic
transaction to RESELLER identifying
information about the TR (E.G.,
commitment date and tracking number).
(D)2.2.2.5.1.2 In IMA for POTS, and in EBTA for
POTS and designed services, Modify
Trouble Report allows RESELLER to modify
the trouble severity (for example; change
from "service affecting" to "out of
service") and trouble narrative on a TR
until it has been cleared.
(D)2.2.2.5.1.3 Status Change Notification
provides notification to RESELLER that
the status of a previously opened TR has
changed. If RESELLER is using MEDIACC EB,
RESELLER will receive this notification
via an electronic transaction. If
RESELLER is using the IMA GUI Interface,
RESELLER will receive this notification
via email and/or fax.
(D)2.2.2.5.1.4 View Trouble Report
Status/Trouble Report Status Request
allows RESELLER to view the status of an
opened Trouble Report. If RESELLER is
using MEDIACC EB, USW sends an electronic
transaction to RESELLER with the
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status of an opened TR after RESELLER
sends an electronic transaction to
request the status.
(D)2.2.2.5.1.5 Cancel Trouble Report allows
RESELLER to request cancellation of a
previously opened TR. Once a request
to cancel is received, an orderly
cessation of the trouble resolution
process begins. If USW has completed
any work before the trouble resolution
process is stopped, charges to
RESELLER may apply.
(D)2.2.2.5.1.6 Trouble Report History provides
RESELLER with historical information
on up to the last three trouble
reports. For POTS resale, the
disposition and trouble report date
and time are provided. For design
services resale, the trouble report
date and time, a text description of
the disposition, the USW Trouble
Report Number, and the trouble type
are provided. IMA provides trouble
report history.
(D)2.2.2.5.1.7 Resubmit/Delete allows trouble
reports to be resubmitted or deleted
via IMA GUI if, prior to entering
USW's OSS, the transaction fails or
errors. This transaction is only valid
if the TR has not entered USW's OSS.
This transaction is currently only
available via IMA GUI.
(D)2.2.5.1.8 Close a Trouble Report for resale, allows
USW to close the TR once work is complete.
For design resale services, USW sends
RESELLER a request for verification to
close. RESELLER then authorizes or denies
the closure. RESELLER has twenty-four (24)
hours to respond. If a response is not
received within that time frame, the TR
will automatically be closed. USW provides
notification to RESELLER that a TR has been
closed because the trouble was resolved.
Additional information, (e.g., disposition,
disposition description, outage duration,
maintenance of service, charge indicator) is
also included. If RESELLER is using EB,
RESELLER will receive this response via an
electronic
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transaction. If RESELLER is using the IMA
GUI Interface, RESELLER will receive this
response via email and/or fax.
(D)2.2.2.5.1.9 MLT test results give [-Reseller] the
ability to request a loop test for POTS
service via EBTA. When RESELLER submits a TR
through IMA, the technician handling the TR
will order a MLT test in appropriate
situations.
(D)2.3 Hours of Operation
USW's electronic interface gateways will be available to
Resellers according to the following schedule:
Function Monday - Friday Saturday Sunday
IMA Pre-Order & Order 06:00 - 20:00
Exact Order 06:00 - 19:00 07:00 - 17:00
Repair 02:15 - 23:15 07:00 - 21:00 13:00 - 17:00
USW shall notify Resellers regarding system downtime through
mass facsimile distribution and pop-up windows in the IMA GUI.
All referenced times are Mountain Time.
The preceding times represent the period when USW commits that
its OSS interfaces and downstream systems will be functioning
(except for unforeseen system crashes) and its personnel will
be available to assist RESELLER. USW's OSS interfaces are
typically available 23 hours a day. RESELLER may call any
maintenance and repair issues to the applicable repair center
24 hours per day, seven days per week. USW shall provide
RESELLER current repair contact numbers.
(D)2.4 Billing
(D)2.4.1 For products billed out of the USW Interexchange Access
Billing System (IABS), USW will utilize the existing
CABS/BOS format and technology for the transmission of
bills.
(D)2.4.2 For products billed out of the USW Customer Record
Information System (XXXX), USW will utilize the existing
EDI standard for the transmission of monthly local
billing information. EDI is an established standard
under the auspices of the American National Standards
Institute/Accredited Standards Committee (ANSI/ASC) X12
Committee. A proper subset of this specification has
been adopted by the Telecommunications Industry Forum
(TCIF) as the "811 Guidelines" specifically for the
purposes of telecommunications billing.
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(D)2.5 Outputs
Output information will be provided to RESELLER in the form of
bills, files, and reports. Bills will capture all regular
monthly and incremental/usage charges and present them in a
summarized format. The files and reports delivered to RESELLER
provide more detailed information than the bills. They come in
the following categories:
Usage Record File Line Usage Information
Loss and Completion Order Information
Category 11 Facility Based Line Usage Information
SAG/FAM Street Address/Facility Availability Information
(D)2.5.1 Bills
(D)2.5.1.1 XXXX Summary Xxxx - The XXXX (Customer Record
Information System) Summary Xxxx represents a
monthly summary of charges for most wholesale
products sold by USW. This xxxx includes a total
of all charges by entity plus a summary of current
charges and adjustments on each sub-account.
Individual sub-accounts are provided as billing
detail and contain monthly, one time charges and
incremental/call detail information. The Summary
provides one xxxx and one payment document for
RESELLER. These bills are segmented by state and
xxxx cycle. The number of bills received by
RESELLER is dictated by the product ordered and
the USW region in which RESELLER is operating.
(D)2.5.1.2 IABS Xxxx - The IABS (Interexchange Access Billing
System) Xxxx represents a monthly summary of
charges. This xxxx includes monthly and one time
charges plus a summary of any usage charges. These
bills are segmented by product, LATA, billing
account number (BAN) and xxxx cycle.
(D)2.5.2 Files and Reports
(D)2.5.2.1 Daily Usage Record File provides the accumulated
set of call information for a given day as
captured, or "recorded" by the network switches.
This file will be transmitted Monday through
Friday, excluding USW holidays. This information
is a file of unrated USW originated usage messages
and rated RESELLER originated usage messages. It
is provided in Alliance for Telecommunication
Industry Solution (ATIS) standard
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Electronic Message Interface (EMI) format. This
EMI format is outlined in the document SR-320;
which can be obtained directly from ATIS. The
Daily Usage Record File contains multi-state data
for the Data Processing Center generating this
information. Individual state identification
information is contained with the message detail.
USW will provide this data to RESELLER with the
same level of precision and accuracy it provides
itself. This file will be provided for Resale
services.
(D)2.5.2.2 The charge for this Daily Usage Record File is
contained in Part E of this Agreement.
(D)2.5.2.3 Routing of in-region IntraLATA Collect, Calling
Card, and Third Number Billed Messages - USW will
distribute in-region intraLATA collect, calling
card, and third number billed messages to RESELLER
and exchange with other Co-Providers operating in
region in a manner consistent with existing
inter-company processing agreements. Whenever the
daily usage information is transmitted to a
carrier, it will contain these records for these
types of calls as well.
(D)2.5.2.4 Loss Report provides RESELLER with a daily report
that contains a list of accounts that have had
lines and/or services disconnected. This may
indicate that the end user has changed Resellers
or removed services from an existing account. This
report also details the order number, service name
and address, and date this change was made.
Individual reports will be provided for resale
services.:
(D)2.5.2.5 Completion Report provides RESELLER with a daily
report. This report is used to advise RESELLER
that the order(s) for the service(s) requested is
complete. It details the order number, service
name and address and date this change was
completed. Individual reports will be provided
for resale services.:
This report media is described in Exhibit C.
(D)2.5.2.6 Category 11 Records are Exchange Message Records
(EMR) which provide mechanized record formats that
can be used to exchange access usage information
between USW and RESELLER. Category 1101 series
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records are used to exchange detailed access usage
information.
(D)2.5.2.7 Category 1150 series records are used to exchange
summarized Meet Point Billed access
minutes-of-use.
These mechanized records are available from USW
in the following formats:
NDM (direct connect or dial-up)
Comet
Tape
Cartridge
(D)2.5.2.8 SAG/FAM Files - The SAG (Street Address Guide)/
FAM (Facility Availability Matrix) files contain
the following information:
SAG provides: - Address and Serving Central Office
Information.
FAM provides USOCs and descriptions by state -
(POTS services only). USOC availability by NPA-NXX
(with the exception of Centrex).
interLATA/intraLATA carriers by NPA-NXX.
These files are made available via a download
process. They can be retrieved by ftp (file
transfer protocol), NDM (Network Data Mover)
connectivity, or a Web browser.
(D)2.6 Modifications to OSS Interfaces
(D)2.6.1 RESELLER and USW agree to discuss the modification of
OSS interfaces based upon evolving standards (e.g., data
elements, protocols, transport networks, etc.) and
guidelines issued by or referenced by relevant Alliance
for Telecommunication Industry Solution (ATIS)
committees. Establishment of new, or changes to industry
standards and guidelines will be reviewed semi-annually.
The review will consider standards and guidelines that
have reached final closure as well as those published in
final form. Both Parties agree to evaluate evolving
standards and determine the relevant modification to be
implemented based upon the latest approved version
adopted or the latest version reflecting final closure
by the relevant ATIS committee or subcommittee. As a
result of the review, USW shall draft appropriate
interface specifications that shall be made available to
RESELLER through the electronic gateway disclosure
document. Changes shall be implemented in the next
release after the distribution of the electronic gateway
disclosure document to the Resellers.
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(D)2.6.2 In the course of establishing operational ready system
interfaces between USW and RESELLER to support local
service delivery, RESELLER and USW may need to define
and implement system interface specifications that are
supplemental to existing standards. RESELLER and USW
will submit such specifications to the appropriate
standards committee and will work towards their
acceptance as a standard.
(D)2.6.3 Release updates will be based on regulatory obligations
as dictated by the FCC or Commissions and, as time
permits, business requirements. USW will provide to
RESELLER the features list for modifications to the
interface. Specifications for interface modifications
will be provided to RESELLER three (3) weeks prior to
the release date. RESELLER is required to upgrade to the
current release within six (6) months of the
installation date.
(D)2.7 Reseller Responsibilities for Implementation of OSS Interfaces
(D)2.7.1 Before any RESELLER implementation can begin,
RESELLER must completely and accurately answer the
New Customer Questionnaire. This questionnaire is
provided by the USW account manager and details
information needed by USW in order to establish
service for RESELLER.
(D)2.7.2 Once USW receives a complete and accurate New
Customer Questionnaire, USW and RESELLER will
mutually agree upon time frames for RESELLER
implementation.
(D)2.7.3 If using the EDI interfaces, USW will provide
RESELLER with a copy of the Production Readiness
Verification document. RESELLER is obligated to
meet the requirements specified in the Production
Readiness Verification document regardless of
whether RESELLER chooses to participate in the
Production Readiness Verification Test.
(D)2.8 Reseller Responsibilities for On-going Support for OSS
Interfaces
(D)2.8.1 If using the IMA GUI interface, RESELLER must work
with USW to train RESELLER personnel on the IMA GUI
functions that RESELLER will be using. USW and
RESELLER shall concur on which IMA GUI functions
should be included in RESELLER's training. USW and
RESELLER shall make reasonable efforts to schedule
training in a timely fashion.
(D)2.8.2 An exchange protocol will be used to transport EDI
formatted content. RESELLER must perform
certification testing of exchange protocol prior to
using EDI.
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(D)2.8.3 If RESELLER is using EDI, USW shall provide RESELLER
with a pre-allotted amount of time to complete
certification of its business scenarios. It is the sole
responsibility of RESELLER to schedule an appointment
with USW for certification of its business scenarios.
RESELLER must comply with the agreed upon dates and
times scheduled for the certification of its business
scenarios. If the certification of business scenarios is
delayed due to RESELLER, it is the sole responsibility
of RESELLER to schedule new appointments for
certification of its business scenarios. Conflicts in
the schedule could result in certification being
delayed. If a delay is due to USW, USW will honor
RESELLER's schedule through the use of alternative
hours.
(D)2.8.4 If RESELLER is using the EDI interface, RESELLER must
work with USW to certify the business scenarios that
RESELLER will be using in order to ensure successful
transaction processing. USW and RESELLER shall mutually
agree to the business scenarios for which RESELLER is
required to be certified. Certification is granted only
for a specific release of EDI. New releases of EDI may
require re-certification of some or all business
scenarios. A determination as to the need for
re-certification will be made by the USW Coordinator in
conjunction with the release manager of each EDI
release. Notice of the need for re-certification will be
provided to RESELLER three (3) weeks prior to the
release date.
(D)2.8.5 In the event of Electronic Interface trouble, RESELLER
shall use its best efforts to isolate and resolve the
trouble using the guidelines provided in the Production
Readiness Verification document. If RESELLER cannot
resolve the problem, then RESELLER should contact the
LSP Systems Help Desk. The LSP Systems Help Desk is
RESELLER's Single Point of Contact for electronic
interface trouble.
(D)2.9 Reseller Support
(D)2.9.1 USW shall provide adequate assistance to RESELLER for
RESELLER to understand how to implement and use the OSS
functions for which USW provides access. This assistance
will include training, documentation, and a LSP Help
Desk. The LSP Help Desk will provide a single point of
entry for RESELLER to gain assistance in areas involving
connectivity, system availability, and file outputs. The
LSP Systems Help Desk is available Monday through
Friday, 6:00 a.m. until 8:00 p.m. Mountain Time,
excluding USW holidays. The Help Desk areas are further
described below..
(D)2.9.1.1 Connectivity covers trouble with RESELLER's access
to the USW system for hardware configuration
requirements with relevance to EDI and IMA GUI;
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software configuration requirements with relevance
to EDI and IMA GUI; modem configuration
requirements; T1 configuration and dial in string
requirements; firewall access configuration;
Secure ID configuration; Profile Setup and
password verification.
(D)2.9.1.2 System availability covers system errors generated
during an attempt by RESELLER to place orders or
open trouble reports through EDI and IMA GUI.
These system errors are limited to: POTS; Design
Services and Repair.
(D)2.9.1.3 File Outputs covers RESELLER's output files and
reports produced from its usage and order
activity. File outputs system errors are limited
to: Daily Usage File; Loss / Completion File; IABS
Xxxx; XXXX Summary Xxxx; Category 11 Report and
SAG/FAM Reports.
(D)2.9.2 Additional assistance to Resellers; is available through
various web sites. These web sites provide electronic
interface training information and user documentation
and technical specifications.
(D)2.10 Compensation/ Cost Recovery
On-going and one-time startup charges, as applicable, will be
billed at rates to be specified by the Commission at the
completion of an appropriate cost docket hearing. USW shall
establish rates for any systems charges not included in
appropriate cost docket hearings.
(D)3. U S WEST DEX
USW and RESELLER agree that certain issues outside the provision of basic
white page directory listings, such as yellow pages advertising, yellow
pages listings, directory coverage, directory distribution, access to call
guide pages (phone service pages), applicable listings criteria, white
page enhancements and publication schedules will be the subject of
negotiations between RESELLER and directory publishers, including U S WEST
Dex. USW acknowledges that RESELLER may request USW to facilitate
discussions between RESELLER and U S WEST Dex.
(D)4. NOTICE OF CHANGES
Notice should be written and provide pertinent descriptive information of
such changes, within the limitations of confidentiality and disclosure,
such that the other Party can evaluate potential effects. Also included
with the written notice should be contact names and phone numbers for
subsequent discussions.
This represents good faith effort on the part of the Parties and will
evolve over time as required for the effective provision of resale
services and end user service delivery.
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(D)5. MAINTENANCE AND REPAIR
(D)5.1 Service Levels
(D)5.1.1 USW will provide repair and maintenance for all services
covered by this Agreement in a manner equal to that
which USW provides for itself.
(D)5.1.2 During the term of this Agreement, USW will provide
necessary maintenance business process support to allow
RESELLER to provide similar service quality to that
provided by USW to its end users.
(D)5.1.3 USW will perform repair service that is equal in
timeliness and quality to that which it provides to its
own end users.
(D)5.2 Branding
(D)5.2.1 Should USW need to use various forms for communication
with RESELLER end users (while out on premises dispatch
on behalf of RESELLER, for example), USW will use
unbranded forms.
(D)5.2.2 If required by RESELLER, USW will use branded forms
provided at RESELLER's full expense, covering training
costs, storage, printing, distribution and all other
branding-related costs.
(D)5.3 Service interruptions
(D)5.3.1 The characteristics and methods of operation of any
circuits, facilities or equipment of either Party
connected with the services, facilities or equipment of
the other Party pursuant to this Agreement shall not: 1)
interfere with or impair service over any facilities of
the other Party; its affiliated companies, or its
connecting and concurring carriers involved in providing
its services; 2) cause damage to their plant; 3) violate
any applicable law or regulation regarding the invasion
of privacy of any communications carried over the
Party's facilities; or 4) create hazards to the
employees of either Party or to the public. Each of
these requirements is hereinafter referred to as an
"Impairment of Service".
(D)5.3.2 If it is confirmed that either Party is causing an
Impairment of Service, as set forth in this Section, the
Party whose network or service is being impaired (the
"Impaired Party") shall promptly notify the Party
causing the Impairment of Service (the "Impairing
Party") of the nature and location of the problem. The
Impaired Party shall advise the Impairing Party that,
unless promptly rectified, a temporary discontinuance of
the use of any circuit, facility or equipment may be
required. The Impairing Party and the Impaired Party
agree to work together to attempt to promptly resolve
the Impairment of Service. If the Impairing Party is
unable to promptly remedy the Impairment of
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Service, the Impaired Party may temporarily discontinue
use of the affected circuit, facility or equipment.
(D)5.3.3 To facilitate trouble reporting and to coordinate the
repair of the service provided by each Party to the
other under this Agreement, each Party shall designate a
repair center for such service.
(D)5.3.4 Each Party shall furnish a trouble reporting telephone
number for the designated repair center. This number
shall give access to the location where records are
normally located and where current status reports on any
trouble reports are readily available. If necessary,
alternative out-of-hours procedures shall be established
to ensure access to a location that is staffed and has
the authority to initiate corrective action.
(D)5.3.5 Before either Party reports a trouble condition, it
shall use its best efforts to isolate the trouble to the
other's facilities
(D) 5.3.5.1 In cases where a trouble condition
affects a significant portion of the
other's service, the Parties shall assign
the same priority provided to other
Resellers and to itself.
(D)5.3.5.2 The Parties shall cooperate in isolating
trouble conditions.
(D)5.4 Trouble Isolation
(D)5.4.1 According to applicable state Tariffs, USW will xxxx
appropriate Trouble Isolation Charges for dispatched
work done by USW where the trouble is found to be on the
end user's side of the NID or trouble is found to be in
RESELLER's portion of the network.
(D)5.4.2 Other Trouble Isolation Charges may also be imposed by
USW on RESELLER for other internal repair work incurred
on behalf of RESELLER and later found to be in RESELLER
network components.
(D)5.5 Inside Wire Maintenance
Except where specifically required by state or federal
regulatory mandates, USW will not perform any maintenance of
inside wire (premises wiring beyond the end users NID) for
RESELLER or its end users.
(D)5.6 Testing/Test Requests/Coordinated Testing
(D)5.6.1 USW will make the decision to test an end users line or
circuit. The test systems used by USW are finite, and
their capacity has been designed according to USWs
operating standards.
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(D)5.6.2 Although some types of trouble reports typically will
not require a test, USW usually runs certain standard
tests on each line on which trouble has been reported.
(D)5.6.3 Prior to any test being conducted on a line, USW must
receive a trouble report from RESELLER.
(D)5.6.4 USW end users are not given test results. On
manually-reported trouble USW will not provide to
RESELLER the test results for its trouble reports. For
electronically-reported trouble, RESELLER may see
various basic test results.
(D)5.7 Workcenter Interfaces
(D)5.7.1 USW and RESELLER shall work cooperatively to develop
positive, close working relationships among
corresponding work centers involved in the trouble
resolution processes..
(D)5.8 Misdirected Repair Calls
(D)5.8.1 RESELLER shall inform its own end users where to report
their trouble conditions. Persons placing a misdirected
repair call will be advised to call their own telephone
service provider and will be provided the correct
telephone number for that purpose (this referral may
occur within a voice response system or other
interactive systems).
(D)5.8.2 RESELLER and USW will employ the following procedures
for handling misdirected repair calls;
(D)5.8.2.1 RESELLER and USW will provide their respective end
users with the correct telephone numbers to call
for access to their respective repair bureaus.
(D)5.8.2.2 End users of RESELLER shall be instructed to
report all cases of trouble to RESELLER. End users
of USW shall be instructed to report all cases of
trouble to USW.
(D)5.8.2.3 To the extent the correct provider can be
determined, misdirected repair calls will be
referred to the proper provider of Basic Exchange
Telecommunications Service.
(D)5.8.2.4 RESELLER and USW will provide their respective
repair contact numbers to one another on a
reciprocal basis.
(D)5.8.2.5 In responding to repair calls, neither Party shall
make disparaging remarks about each other, nor
shall they use these repair calls as the basis for
internal referrals or to solicit end users to
market services.
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(D)5.8.2.6 Performance targets for speed of repair call
answering will be the same as USW`s performance
targets for its own end users.
(D)5.9 Major Outages/Restoral/Notification
(D)5.9.1 USW will notify RESELLER of major network outages as
soon as is practical. This notification will be via
e-mail to RESELLER's identified contact. With the minor
exception of certain proprietary information, USW will
utilize the same thresholds and processes for external
notification as it does for internal purposes. This
major outage information will be sent via E-mail on the
same frequency schedule as is provided internally within
USW. Service restoration will be nondiscriminatory, and
will be accomplished as quickly as possible according to
USW and/or industry standards.
(D)5.9.2 If desired, USW will meet with associated personnel from
RESELLER to share contact information and review USW's
outage restoral processes and notification processes.
(D)5.9.3 USW's emergency restoration process operates on a 7X24
basis.
(D)5.10 Proactive Maintenance
(D)5.10.1 USW will perform scheduled maintenance equal in quality
to what it provides to itself.
(D)5.10.2 USW will work cooperatively with RESELLER to develop
industry-wide processes to provide as much notice as
possible to RESELLER of pending maintenance activity.
Such process work will include establishment of
reasonable thresholds and notification standards.
(D)5.11 Hours of Coverage
(D)5.11.1 USW's repair operation is 7 days a week, 24 hours a day.
Not all functions or locations are covered with
scheduled employees on a 7X24 basis. Where such 7X24
coverage is not available USW's repair operations center
(always available 7X24) can call-out technicians or
other personnel required for the situation.
(D)5.12 Escalations
(D)5.12.1 USW will provide trouble escalation procedures to
RESELLER. Such procedures will be based on the processes
USW employs for its own end users. USW escalations are
manual processes.
(D)5.12.2 USW repair escalations begin with calls to the up-front
trouble reporting centers.
(D)5.13 Dispatch
(D)5.13.1 USW will provide maintenance dispatch personnel on the
same schedule provided for its end users.
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(D)5.13.2 Upon receipt of a trouble report from RESELLER, USW will
do all that is reasonable and practical, according to
internal and industry standards, to resolve the repair
condition. USW will dispatch repair personnel, if
necessary, to repair the condition. It will be USW's
decision whether it is necessary to send a technician on
a dispatch. USW will make this dispatch decision based
on the best information available in the trouble
resolution process. Since it is not always necessary to
dispatch to resolve trouble; should RESELLER require a
dispatch when USW believes the dispatch is not
necessary, appropriate charges may be billed to RESELLER
for dispatch-related costs.
(D)5.13.3 For non-designed resale services USW will not request
authorization from RESELLER prior to dispatch. For lines
supported by USW's designed services process, USW may
accept RESELLER authorization to dispatch. USW's
operational processes are regularly reviewed and may be
altered in the future. Should processes be changed,
RESELLER will be notified.
(D)5.13.4 USW expects that RESELLER will have performed
appropriate trouble isolation and screening prior to
handing the trouble report off to USW.
(D)5.14 Electronic Reporting
(D)5.14.1 USW will accept repair reports from RESELLER through a
mechanized system (IMA).
(D)5.14.2 USW will work cooperatively to develop repair reporting
via electronic bonding (other than IMA), based on
national standards.
(D)5.15 Intervals
(D)5.15.1 Similar trouble conditions, whether reported by USW end
users or on behalf of RESELLER end users, will receive
similar commitment intervals.
(D)5.16 Jeopardy Management
(D)5.16.1 Notification will be given as soon as USW is aware that
a trouble report interval is likely to be missed. This
process will be the same as that used by USW for its own
end users.
(D)5.17 Trouble Screening
(D)5.17.1 RESELLER shall screen and test its end user trouble
reports completely enough to insure that it sends USW
only trouble reports that involve USW facilities.
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Part D
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(D)5.17.2 If desired, USW will cooperate with RESELLER to show
RESELLER how USW screens trouble conditions in its own
centers, so that RESELLER may employ similar techniques
in its centers.
(D)5.18 Maintenance Standards
(D)5.18.1 USW will cooperate with RESELLER to meet the maintenance
standards outlined in this Agreement.
(D)5.18.2 For manually-reported trouble, USW will inform RESELLER
of repair completion as soon as practical after
completion. On electronically reported trouble reports
the electronic system will automatically update status
information, including trouble completion, across the
joint electronic gateway.
(D)5.19 End User Interfaces
(D)5.19.1 RESELLER will be responsible for all interactions with
its end users including service call handling and
notifying end users of trouble status and resolution.
(D)5.19.2 All USW employees who perform repair service for
RESELLER end users will be trained in non-discriminatory
behavior.
(D)5.20 Repair Call Handling
(D)5.20.1 Manually-reported repair calls by RESELLER to USW will
be answered with the same quality and speed USW answers
calls from its own end users.
(D)5.21 Single Point of Contact
(D)5.21.1 USW will provide a single point of contact for RESELLER
to report maintenance issues and trouble reports via
electronic interfaces seven days a week, twenty-four
hours a day.
(D)5.21.2 For manually-reported trouble reports, a single 7X24
trouble reporting telephone number will be provided to
RESELLER for each category of trouble situation
encountered.
(D)5.22 Maintenance Windows
(D)5.22.1 Generally, USW performs major switch maintenance
activities during off-hours time periods, during certain
"maintenance windows" in the early morning hours
and/or-on weekends.
(D)5.22.2 Generally, the maintenance window is from 10:00 PM to
6:00 AM Monday through Friday and from 10:00 PM Saturday
to 6:00 AM Monday.
(D)5.22.3 Although USW attempts to perform major switch
maintenance at these times, on some occasions this will
not be possible.
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Part D
Miscellaneous Provisions
(D)6. SERVICE PERFORMANCE
(D)6.1 General Provisions
(D)6.1.1 USW will provide reports of service indicators that will
assist in an evaluation of the service provided to
RESELLER.
(D)6.1.2 In no instance shall this Agreement be construed to
require USW to provide superior levels of service to
RESELLER in comparison to the level of service USW
provides to itself or its own end users.
(D)6.1.3 As further specified in this Section, USW will provide
results for the list of performance indicators
identified for the following Standard Service Groupings:
Resold Residential Plain Old Telephone Service (POTS);
Resold Business POTS; Resold ISDN; Resold Centrex
service; Resold PBX trunks, Resold Direct Inward Dialing
(DID) and Resold Digital Switched Service (DSS); Resold
XX-0, Xxxxxx XX-0, Resold DS-3.
(D)6.1.4 As specified in this Section, USW will provide results
for the following types of Orders:
C = Change in existing service or billing number
D = total disconnect of service
F = From the outward service associated with a
transfer (To or "T") of service from one address to
another
N = New connection for service
R = Record order; record change only. (For Resale
services, service migrations without changes for
non-designed services are record orders.)
T = To or transfer of service from one address to
another
X = USW initiated internal work order
(D)6.2 Service Performance Indicators
The following Service Performance Indicators will be provided
to RESELLER when available and upon request, but no more
frequently than once per month subject to the provisions of
this Section. The requests for additional Service Performance
Indicators during the term of this Agreement shall be
considered by USW. However, USW is not required to provide
additional Service Performance Indicators during the term of
this Agreement. Service Performance Indicators characterized
as "Core" indicators measure most directly the service or
process outcome USW provides to RESELLER.
Performance Indicators characterized as "Diagnostic"
indicators are those that measure aspects of service quality
that support aspects measured by core indicators, that
represent sub-process outcomes, or that are otherwise
duplicative to some degree of aspects measured by "Core"
indicators.
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Part D
Miscellaneous Provisions
(D)6.2.1 Core Performance Indicators
(D)6.2.1.1 Gateway Availability Indicator
GA-1 Gateway Availability - via Human-to-Computer
Interface (percent).
GA-2 Gateway Availability - via Computer-to-Computer
Interface (percent).
(D)6.2.1.2 Pre-Ordering Indicators
PO-1 Pre-Order/Order Response times
A. Appointment Scheduling (Due Date
Reservation, where appointment is required)
B. Feature Function and Service Availability
Information
C. Facility Availability
D. Street Address Validation
E. Customer Service Records
F. Telephone Number
(D)6.2.1.3 Ordering and Provisioning Indicators
OP-1 Speed of Answer - Interconnect Provisioning Center
(average)
OP-2 Calls Answered within 20 Seconds - Interconnect
Provisioning Center (percent)
OP-3 Installation Commitments Met (percent)
OP-4 Installation Interval (average)
OP-5 Installation Trouble Reports (percent)l
OP-6 Delayed Days (average)
(D)6.2.1.4 Maintenance and Repair Indicators
MR-1 Speed of Answer - Interconnect Repair Center
(average)
MR-2 Percent Calls Answered Within 20 Seconds -
Interconnect Repair Center (percent)
MR-3 Out of Service Cleared Within 24 hours -
Non-Designed Repair Process (percent)
MR-4 All Troubles Cleared Within 48 hours -
Non-Designed Repair Process (percent)
MR-5 All Troubles Cleared Within 4 hours - Designed
Repair Process (percent)
MR-6 Mean Time to Restore - Non-Designed Repair Process
(average)
MR-7 Repair Repeat Report Rate (percent)
MR-8 Trouble Rate (percent)
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Part D
Miscellaneous Provisions
(D)6.2.1.5 Billing Indicators
BI-1 Mean Time to Provide USW Recorded Usage Records
((average)
BI-2 Mean Time to Deliver Invoices (average)
BI-3 Billing Accuracy
(D)6.2.1.6 Emergency Services
ES-1 ALI Database Updates Completed Within 24 hours
(percent)
XX-0 000/X000 Xxxxxxxxx Services Trunk Installation
Interval (average)
(D)6.2.1.7 Directory Assistance
DA-1 Speed of Answer - Directory Assistance (average)
DA-2 Calls Answered Within Ten Seconds - Directory
Assistance (percent)
(D)6.2.1.8 Operator Services
OS-1 Speed of Answer - Operator Services (average)
OS-2 Calls Answered Within Ten Seconds - Operator
Services (percent)
(D)6.2.2 Diagnostic Indicators
In addition to the performance indicators identified
above, USW will report the following indicators that do
not directly address nondiscrimination but may be useful
in diagnosing problems or improving service:
(D)6.2.2.1 Pre-Order/Ordering
DPO-1 Electronic Flow - Through of Local Service
Requests (LSRs) to the Service Order Processor
(percent)
DPO-2 LSR Rejection Notice Interval (average)
DPO-3 LSRs Rejection (percent)
DPO-4 Firm Order Confirmation (FOC) Interval (average)
DPO-5 Pre-Order/Order Response Times for USW Retail
Transactions (average)
DPO-6 Completion Notifications Transmitted Within 24
hours (percent)
DPO-7 Completion Notification Interval (average)
(D)6.2.2.2 Ordering and Provisioning
DOP-1 RESELLER or RESELLER's Customer - Caused
Installation Misses (percent)
DOP-2 Delayed Orders Completed equal to greater than 15
days past the Commitment Date (percent)
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Part D
Miscellaneous Provisions
DOP-3 Delayed Orders Completed equal to or greater than
90 days past the Commitment Date (percent)
DOP-4 RESELLER or RESELLER's Customer-Caused Coordinated
Cutover Misses (percent)
(D)6.2.2.3 Maintenance and Repair
DMR-1 RESELLER or RESELLER's Customer-Caused Trouble
Reports (percent)
(D)6.2.2.4 Access to OSS Functions:
(GA-1) Gateway Availability - Human-to-Computer
Interface (percent)
(GA-2) Gateway Availability - Computer-to-Computer
Interface (percent)
(PO-1) Per-Order/Order Response Times (average)
(OP-1 and MR-1)Speed of Answer - Provisioning and Repair
Centers (average)
(OP-2 and MR-2) Calls Answered Within 20 Seconds
- Provisioning and Repair Centers (percent)
(BI-1) Mean Time to Provide USW - Recorded Usage Records
(BI-2) Mean Time to Deliver Invoices
(B1-3) Billing Accuracy
(D)6.2.2.5 Access to Emergency Services
(ES-1) ALI Database Updates Within 24 Hours (percent)
(ES-1) 911/E911 ES Trunk Installation Intervals
(average)
(D)6.2.2.6 Access to Directory Assistance and Operator
Services:
(DA-1 and OP-1) Speed of Answer (average)
(DA-2 and OS-2) Calls Answered Within 10 Seconds
(percent)
(D)6.2.2.7 Resale Services Ordering and Provisioning:
(OP-3) Installation Commitments Met (percent)
(OP-4) Installation Interval (average)
(OP-5) Installation Trouble Reports (percent)
(OP-6) Delayed Days (average)
(D)6.2.2.8 Resale Services Maintenance and Repair:
(MR-3) Out of Service Cleared Within 24 Hours -
Non-Designed Repair Process (percent)
(MR-4) All Troubles Cleared Within 48 Hours -
Non-Designed Repair Process (percent)
(MR-5) All Troubles Cleared Within 4 Hours - Designed
Repair Process (percent)
(MR-6) Mean Time to Restore (average)
(MR-6) Repair Repeated Report Rate (percent)
(MR-6) Trouble Rate (percent)
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Part D
Miscellaneous Provisions
(D)6.3 Service Quality Performance Results Reports
(D)6.3.1 For Resale, USW will provide core service performance
results for the performance indicators listed above for
RESELLER, other Resellers in aggregate and USW end
users.
(D)6.4 Performance Results Provided to Reseller
The performance results provided to RESELLER by USW shall be
consistent with the current version of the USW Service
Performance Indicator Description (PID).
(D)6.5 The performance results provided under this Agreement are to
be used solely for the purposes set forth herein, and shall be
treated as "Proprietary Information" as provided in Section
(A)3.14 of this Agreement.
(D)6.6 Service Performance - Reported Events
(D)6.6.1 When applicable, USW will report service-related
performance results for all "events". An "event" is the
activity that generates the measurement.
(D)6.6.2 The Parties will report RESELLER results referenced
above provided that RESELLER has ordered and is
utilizing the services reported;
(D)6.6.3 USW will provide the reports on a calendar monthly
basis. These reports will be provided within forty-five
(45) calendar days of the close of the preceding month.
(D)6.7 Self Executing Remedies
The purpose and focus of remedies provisions under this Resale
Agreement shall be to resolve significant differences in
service quality that have been identified through appropriate
comparisons of the service performance results reported for
the core performance indicators defined above. Self-executing
remedies are those actions, defined herein, that USW will
undertake in good faith and in cooperation with RESELLER to
respond to such differences immediately, without waiting for
determination of whether actual discrimination may exist.
(D)6.7.1 For this purpose, significant differences shall be
considered to be those that are determined to be
statistically, operationally, and materially significant
in each of three (3) or more consecutive months and that
reflect a probability that inferior service was
apparently provided to RESELLER, based on the relevant
comparison of performance indicator results.
Statistical significance shall be determined as defined
below. Operational and material significance shall be
established by including for comparison only those
results that have (a) minimum sample sizes of 30 each,
and (b) a relevant comparison demonstrating a service
performance difference of a magnitude that can be
reasonably considered to have a perceptible effect on
end users or RESELLER operations.
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Part D
Miscellaneous Provisions
(D)6.7.2 Determination of the statistical significance of any
difference in appropriately comparable results shall be
based on statistical testing for (1) differences in
means (where performance indicator results are reported
as averages) or (2) difference in proportions (where
performance indicator results are reported as
percentages), as follows:
(D)6.7.2.1 Determination of the significance of a
difference in mean values of each monthly
service performance indicator results shall be
based on a "permutation" test using what is
commonly referred to as a "Z" statistic and a
maximum of 1,000 randomly selected permutations
of the samples. Where sample sizes exceed 600,
the "Z" test using the "modified Z statistic"
may be used instead of the permutation test.
Where used, the modified Z statistic will be
based on the statistical variance associated
with USW's retail performance results, where
applicable, or on the variance associated with
RESELLER aggregate performance results, where
there are no retail performance results.
(D)6.7.2.2 The significance of a difference in proportional
measurements shall be based on direct calculation
of the probability of the observed difference
using the binomial distribution with a pooled p
value.
(D)6.7.2.3 A difference in results by either test type (i.e.,
differences in means or differences in
proportions) will be deemed statistically
significant if the appropriate one tailed test
indicates, with 99 percent confidence, that the
performance indicator results being compared
appear to be from different populations of
performance. In other words, that service being
provided to RESELLER appears to be inferior to
that represented by the comparable results (such
as, results representing service provided to
Resellers in aggregate or to USW retail).
(D)6.7.3 For each case in which a significant difference as
defined above has occurred, USW shall:
(D)6.7.3.1 Immediately investigate to determine the cause(s)
of the difference and, where feasible, begin
good-faith efforts to resolve the difference;
(D)6.7.3.2 Within 45 days, provide to RESELLER a written
explanation of the result of the investigation as
to
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Part D
Miscellaneous Provisions
cause(s) and, as applicable, an action plan
describing (i) what has and will be done to
resolve the difference, (ii) what cooperative
actions and timelines on the part of RESELLER are
needed to facilitate or expedite resolution, and
(iii) listing key milestones for use by the
Parties in tracking progress;
(D)6.7.3.3 Offer and meet with designated RESELLER
representatives monthly to discuss progress on
resolving the difference(s);
(D)6.7.3.4 Escalate to vice president level any significant
difference that has or is not projected to be
resolved within three months of the difference
first being identified as significant as defined
above, with commitment at that level to direct due
diligence toward removing obstacles and expediting
resources where feasible and necessary to resolve
the difference as soon as possible.
(D)6.7.4 If a statistically and operationally significant
difference has occurred in the trend results for any
particular performance indicator, the Parties shall
allow three (3) months to correct the difference in the
trend results. If the statistically, and operationally
significant difference in trend results is corrected
within the three (3) month time, no action, formal or
informal, shall be taken by either Party with respect to
that difference.
(D)6.7.5 If the statistically and operationally significant
difference in trend results is not corrected within the
three (3) month time frame, the Dispute Resolution
provision of this Resale Agreement shall apply.
(D)6.8 Delaying Events
(D)6.8.1 A Party's failure to meet a requirement in this Section
of this Agreement shall not be included when that
failure is a result, directly or indirectly, of a
Delaying Event.
(D)6.8.2 A "Delaying Event" means:
(D)6.8.2.1 Failure by either Party to perform any of
its obligations set forth in this Agreement,
(D)6.8.2.2 Any delay, act or failure to act by an end
user, agent or subcontractor of the other
Party, or
(D)6.8.2.3 Any Force Majeure Event.
(D)6.8.3 If a Delaying Event prevents either Party from
performing a measured activity, then such measured
activity shall be excluded from the performance
indicator(s).
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Part D
Miscellaneous Provisions
(D)6.9 Records Retention for Service Performance Indicators
USW shall maintain complete and accurate records, for the
specified review period of its performance under this
Agreement for each measured activity. USW shall provide such
records to RESELLER in a self-reporting format. Such records
shall be in the format kept in USW's ordinary course of
business. The Parties agree that such records shall be deemed
"Confidential Information."
(D)6.10 Joint Defense and Advocacy
The Parties shall jointly and separately advocate and defend
the sufficiency of this Agreement in addressing the
nondiscrimination requirements of the Act and wholesale
services performance measurements reporting rights, remedies
and related terms and conditions in any forum in which its
sufficiency might be challenged.
(D)6.11 Cost Recovery
Each Party reserves the right to recover the costs associated
with the creation of the above measures, indicators, and
reports through a future proceeding before a regulatory body.
Such a proceeding may address a wide range of implementation
costs not otherwise recovered through charges established
herein.
Page 61
Part E
Oregon Rates
PART E - OREGON RATES
LOCAL EXCHANGE SERVICES RESALE OF SERVICES
The Parties agree the following charges apply to the Resale of Local Services:
1. Nonrecurring Charges.
a. Customer Transfer Charge (CTC): The following nonrecurring charges
apply when converting a USW account to a RESELLER account or when
changing an end user from one reseller to another.
CATEGORY OF SERVICE NONRECURRING CHARGE
------------------- -------------------
RESIDENCE OR BUSINESS MECHANIZED
First Line $14.56
Each Additional Line $6.57
RESIDENCE OR BUSINESS MANUAL
First Line $27.52
Each Additional Line $ 7.12
PRIVATE LINE TRANSPORT
First Circuit $45.08
Additional Circuits, Same CSR $31.19
ADVANCED COMMUNICATIONS SERVICES, PER CIRCUIT $50.48
b. Product Specific Nonrecurring Charge: As set forth in USW tariffs,
the product specific nonrecurring charges, without discount, will
apply when additional lines or trunks are added or when the end user
adds features or services to existing lines or trunks.
2. Except as qualified below, all USW telecommunications services, including
lntraLATA Toll, shall be available for resale at a 22% discount.
a. The following services are not available for resale:
- Customer Premises Equipment (separately or in a package)
- Promotions equal to or less than 90 days
- USW Calling Card
- Concession Service
b. The following services are available only to the same class of
customer eligible to purchase that service from USW:
- Grandfathered
- Residence
- Lifeline/Link-up
c. The following services are available for resale under this Agreement
but are not included in the wholesale pricing reflected above:
- Public Access Lines
- Private Line Used For Special Access
d. Telecommunications services offered by USW at a volume discount are
available at an 11 % discount.
3. Daily Usage Record File: Recurring Charge - $.0011 per record.
Page 62
Part F
Signature
PART F - SIGNATURE
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior oral or written agreements, representations, statements,
negotiations, understandings, proposals and undertakings with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
XXXXXXXXX.XXX, INC. U S WEST COMMUNICATIONS, INC.
/s/ Xxxxx Xxxxxxx /s/ X. X. Xxxxx for
----------------------------------- -------------------------------------
Signature Signature
Xxxxx Xxxxxxx Xxxxxxxxx X. Xxxxxxx
----------------------------------- -------------------------------------
Name Printed/Typed Name Printed/Typed
CEO Vice President - Interconnection
----------------------------------- -------------------------------------
Title Title
11-18-99 11-19-99
----------------------------------- -------------------------------------
Date Date
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