Exhibit 10.1.41
AGREEMENT
BETWEEN
NEVADA XXXX
AND
ATI, INC.
EFFECTIVE DATE:
1997
TABLE OF CONTENTS
Section Page
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Preface ............................................................................................1
Recitals ...........................................................................................1
1. Provision of Local Service and Unbundled Elements..............................................................2
2. Term of Agreement; Transitional Support........................................................................3
3. Good Faith Performance.........................................................................................3
4. Option to Obtain Local Services or Network Elements Under Other Agreements.....................................3
5. Responsibility of Each Party...................................................................................3
6. Governmental Compliance........................................................................................4
7. Responsibility For Environmental Contamination.................................................................4
8. Regulatory Matters.............................................................................................5
9. Liability and Indemnity........................................................................................5
10. Audits and Inspections........................................................................................7
11. Performance Standards and Remedies............................................................................8
12. Force Majeure.................................................................................................8
13. Certain State and Local Taxes.................................................................................9
14. Alternative Dispute Resolution................................................................................9
15. Notices.......................................................................................................9
16. Confidentiality and Proprietary Information..................................................................10
17. Branding.....................................................................................................11
18. Miscellaneous................................................................................................12
ATTACHMENTS
Attachment 1 Definitions
Attachment 2 Acronyms
Attachment 3 Alternative Dispute Resolution
Attachment 4 Directory Listing Requirements
Attachment 5 Local Services Resale
Attachment 6 Unbundled Network Elements
Attachment 7 Rights of Way (ROW), Conduits, Pole Attachments
Attachment 8 Pricing
Attachment 9 [Intentionally Omitted]
Attachment 10 Collocation
Attachment 11 Provisioning and Ordering
Attachment 12 Maintenance
Attachment 13 Connectivity Billing and Recording
Attachment 14 Provision of Customer Usage Data
Attachment 15 Local Number Portability and Number Assignment
Attachment 16 Security
Attachment 17 Performance Standards
Attachment 18 Interconnection
PREFACE
AGREEMENT
This Agreement, which shall become effective as of the 27th
day of October, 1997, is entered into by and between Advanced
Telecommunications, Inc., a Minnesota corporation, having an office at 000 0xx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, on behalf of itself and its
Affiliates (individually and collectively "ATI"), and NEVADA XXXX, a Nevada
corporation, having an office at 1450 Xxxxxx, Xxxx, Nevada ("NEVADA").
RECITALS
WHEREAS, The Telecommunications Act of 1996 was signed into
law on February 8, 1996 (the "Act") and substantially amends the Communications
Act of 1934 ; and
WHEREAS, the Act places certain duties and obligations upon,
and grants certain rights to, Telecommunications Carriers; and
WHEREAS, NEVADA is an Incumbent Local Exchange Carrier; and
WHEREAS, NEVADA is willing to sell Unbundled Network Elements
and kncillary Functions and additional features, as well as services for resale,
on the terms and subject to the conditions of this Agreement; and
WHEREAS, ATI is a Telecommunications Carrier and has requested
that NEVADA negotiate an Agreement with ATI for the provision of
interconnection, Unbundled Network Elements (including Ancillary Functions and
additional features), and services pursuant to the Act and in conformance with
NEVADA's duties under the Act; and
WHEREAS, the Parties have arrived at this Agreement through
voluntary negotiations undertaken pursuant to the Act,
NOW, THEREFORE, in consideration of the mutual covenants of
this Agreement, ATI and NEVADA hereby agree as follows:
DEFINITIONS AND ACRONYMS
For purposes of this Agreement, certain terms have been
defined in Attachment 1 and elsewhere in this Agreement to encompass meanings
that may differ from, or be in addition to, the normal connotation of the
defined word. Unless the context clearly indicates otherwise, any term defined
or used in the singular shall include the plural. The words "shall" and "will"
are used interchangeably throughout this Agreement and the use of either
connotes a mandatory requirement. The use of one or the other shall not mean a
different degree of right or obligation for either Party. A defined word
intended to convey its special meaning is capitalized when used. Other terms
that are capitalized, and not defined in this Agreement, shall have the meaning
in the Act, unless the context clearly indicates otherwise. For convenience of
reference only, Attachment 2 provides a list of acronyms used throughout this
Agreement.
Agreement between NEVADA Xxxx and ATI
GENERAL TERMS AND CONDITIONS
1. PROVISION OF LOCAL SERVICE AND UNBUNDLED ELEMENTS
1.1 This Agreement and its Attachments are subject to the Act,
regulations thereunder and relevant FCC and Commission
decisions in effect on the Effective Date of this Agreement.
The effect on this Agreement of changes in the Act,
regulations thereunder and relevant FCC and Commission
decisions is set forth in Sections 8.3 and 8.4 of this
Agreement.
1.2 This Agreement, which consists of this statement of General
Terms and Conditions, and Attachments 1 through 18, inclusive,
sets forth the terms, conditions and prices under which NEVADA
agrees to provide to ATI (a) services for resale (hereinafter
referred to as "Local Services") and (b) certain Unbundled
Network Elements, Ancillary Functions and additional features
and (c) other services (hereinafter collectively referred to
as "Network Elements") or Combinations of such Local Services,
Network Elements, Ancillary Functions and other services for
ATI's own use or for resale to others, and for purposes of
offering telecommunications services of any kind. This
Agreement also sets forth the terms and conditions for the
interconnection of ATI's network to NEVADA's network and the
reciprocal compensation for the transport and termination of
telecommunications traffic. Unless otherwise provided in this
Agreement, and except where not technically feasible in a
given area, NEVADA will perform all of its obligations
hereunder throughout its entire service area where NEVADA is
the ILEC, provided; however, that NEVADA is not required,
except at ATI's request pursuant to Section 1 .6 of Attachment
6, to provide new Unbundled Network Elements or to install new
or improved facilities in areas where they do not currently
exist, except as mutually agreed to in writing by the Parties.
1.3 Subject to this Agreement and its Attachments ,the Network
Elements, Ancillary Functions, Combinations, Local Services,
or other services provided pursuant to this Agreement may be
connected, to other Network Elements, Ancillary Functions,
Combinations, Local Services, or other services provided by
NEVADA or to any Network Elements, Ancillary Functions,
Combinations, Local Services or other services provided by ATI
or by any other vendor. Subject to the requirements of this
Agreement and its Attachments, ATI may, at any time add,
delete, relocate or modify the Network Elements, Ancillary
Functions, Local Services, Combinations or other services
purchased hereunder.
1.4 NEVADA will not discontinue any Unbundled Network Element,
Ancillary Service or Combination during the term of this
Agreement without ATI's consent, except (i) to the extent
required by network changes or upgrades, in which event NEVADA
will comply with the network disclosure requirements stated in
the Act and FCC regulations thereunder; or (ii) if required by
a final order of the Court, the FCC or the Commission as a
result of remand or appeal of the FCC's order In the Matter of
Implementation of Local Competition Provisions of the
Telecommunications Act of 1996, Docket 96-98. In the event
such a final order allows but does not require discontinuance,
NEVADA may, on thirty (30) days written notice, require that
such terms be renegotiated, and the Parties shall renegotiate
in good faith such mutually acceptable new terms as may be
required or appropriate to reflect the results of such action.
In the event that such new terms are not renegotiated within
ninety (90) days after such notice, or if the Parties are
unable to agree, either Party may submit the matter to the
Alternative Dispute Resolution Process described in Attachment
3.
Agreement between NEVADA Xxxx and ATI
1.5 NEVADA will not withdraw any generally available Local
Telecommunications Service without providing ATI at least 60
days notice prior to the effective date of such withdrawal. If
NEVADA discontinues a Local Service, NEVADA shall either (a)
limit the discdhtinuance to new customers and grandfather the
service for all ATI resale customers who subscribe to the
service as of the date of discontinuance; or (b) offer to ATI
for resale an alternative service, having substantially
similar capabilities and terms and conditions.
2. TERM OF AGREEMENT; TRANSITIONAL SUPPORT
2.1 This Agreement shall be effective until September 15, 2000,
and thereafter the Agreement shall continue in force and
effect unless and until a new agreement, addressing all of the
terms of this Agreement, becomes effective between the
Parties. The Parties agree to commence negotiations, to be
conducted pursuant to Section 252 of the Act, on a new
agreement no less than six (6) months before the end of the
three (3) years after this Agreement becomes effective. In the
event that such new terms are not renegotiated within six (6)
months after such notice, either Party may submit the matter
to the Alternative Dispute Resolution Process described in
Attachment 3. NEVADA recognizes that the Network Elements,
Ancillary Functions, Combinations, Local Services and other
services provided hereunder are vital to ATI and must be
continued without interruption, and that ATI may itself
provide or retain another vendor to provide such comparable
Network Elements, Ancillary Functions, Combinations, Local
Services or other services. NEVADA and ATI agree to cooperate
in an orderly and efficient transition to ATI or another
vendor. NEVADA and ATI further agree to cooperate in effecting
the orderly transition to ATI or another vendor such that the
level and quality of the Network Elements, Ancillary
Functions, Combinations, Local Services, and other services
are not degraded and to exercise their best efforts to effect
an orderly and efficient transition. ATI shall be responsible
for coordinating such transition.
2.2 Notwithstanding Section 2.1 above, either Party may terminate
this Agreement at any time by providing 120-days prior written
notice, subject to Section 18.12 of this Agreement.
3. GOOD FAITH PERFORMANCE
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.
4. OPTION TO OBTAIN LOCAL SERVICES OR NETWORK ELEMENTS UNDER OTHER
AGREEMENTS
At ATI's request and pursuant to Section 252 of the Act, regulations
thereunder and relevant court decisions, NEVADA shall make available to
ATI, without unreasonable delay, any interconnection, service or
network element contained in any agreement to which NEVADA is a Party
that has been filed and approved by the Commission.
5. 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
Agreement between NEVADA Xxxx and ATI
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, and
agents during the performance of that Party's obligations hereunder.
6. GOVERNMENTAL COMPLIANCE
ATI and NEVADA each shall comply at its own expense with all Applicable
Law that relates to (i) its obligations under or activities in
connection with this Agreement; or (ii) its activities undertaken at,
in connection with or relating to Work Locations. ATI and NEVADA each
agree to indemnify, defend (at the other Party's request) and save
harmless the other, each of its officers, directors and employees from
and against any losses, damages, claims, demands, suits, liabilities,
fines, penalties and expenses (including reasonable attorneys' fees)
that arise out of or result from (i) its failure or the failure of its
contractors or agents to so comply or (ii) any activity, duty or status
of it or its contractors or agents that triggers any legal obligation
to investigate or remediate environmental contamination. NEVADA will be
solely responsible for obtaining from governmental authorities,
building owners, other carriers, and any other persons or entities, all
rights and privileges (including, but not limited to, space and power),
which are necessary for NEVADA to provide the Network Elements,
Ancillary Functions, Combinations, Local Services and other services
pursuant to this Agreement. To the extent necessary, ATI will cooperate
with NEVADA in obtaining such rights and privileges.
7. RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
7.1 ATI shall in no event be liable to NEVADA for any costs
whatsoever resulting from the presence or release of any
environmental hazard that ATI did not introduce to the
affected work location, provided that activities of ATI or its
agents did not cause or contribute to a release. NEVADA shall
indemnify, defend (at ATI's request) and hold harmless ATI,
each of its officers, directors and employees from and against
any losses, damages, claims, demands, suits, liabilities,
fines, penalties and expenses (including reasonable attorneys'
fees) that arise out of or result from (i) any environmental
hazard that NEVADA, its contractors or agents introduce to the
work locations or (ii) the presence or release of any
environmental hazard for which NEVADA is responsible under
applicable law.
7.2 NEVADA shall in no event be liable to ATI for any costs
whatsoever resulting from the presence or release of any
environmental hazard that NEVADA did not introduce to the
affected work location, provided that actions of NEVADA or its
agents did not cause or contribute to a release. ATI shall
indemnify, defend (at NEVADA's request) and hold harmless
NEVADA, each of its officers, directors and employees from and
against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from
(i) any environmental hazard that ATI, its contractors or
agents introduce to the work locations or (ii) the presence or
release of any environmental hazard for which ATI is
responsible under applicable law.
Agreement between NEVADA Xxxx and ATI
8. RECIULATORV MATTERS
8.1 NEVADA shall be responsible for obtaining and keeping in
effect all FCC, Commission, franchise authority and other
regulatory approvals that may be required in connection with
the performance of its obligations under this Agreement. ATI
shall be responsible for obtaining and keeping in effect all
FCC, Commission, franchise authority and other regulatory
approvals that may be required in connection with its
obligations under this Agreement, and with its offering of
services to ATI Customers contemplated by this Agreement. ATI
shall reasonably cooperate with NEVADA in obtaining and
maintaining any required approvals for which NEVADA is
responsible, and NEVADA shall reasonably cooperate with ATI in
obtaining and maintaining any required approvals for which ATI
is responsible.
8.2 To the extent that NEVADA is required by any governmental
authority to file a tariff or make another similar filing in
connection with the performance of any action that would
otherwise be governed by this Agreement, the terms of this
Agreement shall control, unless this Agreement links a term,
condition or price in this Agreement to a specific tariff, in
which case the terms of the tariff as modified from time to
time will apply. If, subsequent to the effective date of any
tariff incorporated by reference into this Agreement, NEVADA
is ordered not to file tariffs with the Commission or the FCC,
or is permitted not to file tariffs (and elects not to do so),
either generally or for specific Network Elements, Ancillary
Functions, Combinations, Local Services or other services
provided hereunder, the terms and conditions of such tariffs
as of the date on which the requirement to file such tariffs
was lifted shall, to the degree not inconsistent with this
Agreement, be deemed incorporated in this Agreement by
reference.
8.3 In the event that any final and nonappealable legislative,
regulatory, judicial or other legal action renders this
Agreement or any Attachment hereto inoperable, materially
affects any material terms of this Agreement, or materially
affects the ability of ATI or NEVADA to perform any material
terms of this Agreement, ATI or NEVADA may, on thirty (30)
days written notice (delivered not later than 30 days
following the date on which such action has become legally
binding and has otherwise become final and nonappealable)
require that such terms be renegotiated, and the Parties shall
renegotiate in good faith such mutually acceptable new terms
as may be required. In the event that such new terms are not
renegotiated within ninety (90) days after such notice, the
Dispute shall be referred to the Alternative Dispute
Resolution procedures set forth in Section 14 and Attachment
3.
8.4 The Parties acknowledge that it may be necessary to amend this
Agreement and the Attachments hereto from time to time to
reflect changes in FCC or Commission decisions, tariffs,
rules, and requirements, including changes resulting from
judicial review of applicable regulatory decisions. If the
Parties are unable to agree on whether and/or how the
Agreement and the Attachments should be amended pursuant to
this Section 8.4, the dispute shall be referred to the
Alternative Dispute Resolution procedures set forth in Section
14 and Attachment 3
9; LIABILITY AND INDEMNITY
9.1 LIABILITIES OF ATI - ATI's liability to NEVADA during any
Contract Year resulting from any and all causes, other than as
specified in Sections 6, 7, 9.3, and 9.4 shall not exceed the
total of any amounts due and owing by ATI to NEVADA under this
Agreement during the Contract Year during which such cause
accrues or arises.
9.2 LIABILITIES OF NEVADA - NEVADA's liability to ATI during any
Contract Year resulting from any and all causes, other than as
specified in Sections 6, 7, 9.3, and 9.4 shall not
Agreement between NEVADA Xxxx and ATI
exceed the total of any amounts due and owing by NEVADA to ATI under
this Agreement during the Contract Year during which such cause accrues
or arises. -
9.3 NO CONSEQUENTIAL DAMAGES - NEITHER ATI NOR NEVADA SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH
OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO
BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS
SUFFERED BY SUCH OTHER PARTIES), REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR
TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND
WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE
PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD
RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY (AND SUCH
OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM ANY
SUCH CLAIM. NOTHING CONTAINED IN THIS SECTION 9 SHALL LIMIT
NEVADA'S OR ATI'S LIABILITY TO THE OTHER FOR (i) WILLFUL OR
INTENTIONAL MISCONDUCT (INCLUDING GROSS NEGLIGENCE); (ii)
BODILY INJURY, DEATH OR DAMAGE TO TANGIBLE REAL OR TANGIBLE
PERSONAL PROPERTY PROXIMATELY CAUSED BY NEVADA'S OR ATI'S
NEGLIGENT ACT OR OMISSION OR THAT OF THEIR RESPECTIVE AGENTS,
SUBCONTRACTORS OR EMPLOYEES, NOR SHALL ANYTHING CONTAINED IN
THIS SECTION 9 LIMIT THE PARTIES INDEMNIFICATION OBLIGATIONS,
AS SPECIFIED BELOW. FOR PURPOSES OF THIS SECTION 9, AMOUNTS
DUE AND OWING TO EITHER PARTY SHALL NOT BE CONSIDERED TO BE
INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL
DAMAGES.
9.4 OBLICIATION TO INDEMNIFY - Each Party shall, and hereby agrees
to, defend at the other's request, indemnify and hold harmless
the other Party and each of its officers, directors, employees
and agents (each, an "Indemnitee") against and in respect of
any loss, debt, liability, damage, obligation, claim, demand,
judgment or settlement of any nature or kind, known or
unknown, liquidated or unliquidated, including without
limitation all reasonable costs and expenses incurred (legal,
accounting or otherwise) (collectively, "Damages") arising out
of, resulting from or based upon any pending or threatened
claim, action, proceeding or suit by any third party (a
"Claim") (i) alleging any breach of any representation,
warranty or covenant made by such Indemnifying Party (the
"Indemnifying Party") in this Agreement, (ii) based upon
injuries or damage to any person or property or the
environment arising out of or in connection with this
Agreement that are the result of the Indemnifying Party's
actions, breach of Applicable Law, or status or the actions,
breach of Applicable Law, or status of its employees, agents
and subcontractors, or (iii) for actual or alleged
infringement of any patent, copyright, trademark, service
xxxx, trade name, trade dress, trade secret or any other
intellectual property right, now known or later developed
(referred to as "Intellectual Property Rights") to the extent
that such claim or action arises from the Indemnifying Party's
or the Indemnifying Party's Customer's use of the Network
Elements, Ancillary Functions, Combinations, Local Services or
other services provided under this Agreement.
9.5 OBLIGATION TO DEFEND: NOTICE: COOPERATION - Whenever a Claim
shall arise for indemnification under Section 9.4, the
relevant Indemnitee, as appropriate, shall promptly notify the
Indemnifying Party and request the Indemnifying Party to
defend the same. 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. The Indemnifying Party shall have the right
to defend against such liability or assertion in which event
the Indemnifying Party shall give written notice to the
Indemnitee of acceptance of the defense of such Claim and the
identity of counsel selected by the Indemnifying Party.
Agreement between NEVADA Xxxx and ATI
Except as set forth below, such notice to the relevant
Indemnitee shall give the Indemnifying Party full authority to
defend, adjust, compromise or settle such Claim with respect
to which such notice shall have been given, except to the
extent that any compromise or settlement shall prejudice the
Intellectual Property Rights of the relevant Indemnitees. The
Indemnifying Party shall consult with the relevant Indemnitee
prior to any compromise or settlement that would affect the
Intellectual Property Rights or other rights of any
Indemnitee, and the relevant Indemnitee shall have the right
to refuse such compromise or settlement and, at the refusing
Party's or refusing parties' cost, to take over such defense,
provided that in such event the Indemnifying Party shall not
be responsible for, nor shall it be obligated to indemnify the
relevant Indemnitee against, any cost or liability in excess
of such refused compromise or settlement. With respect to any
defense accepted by the Indemnifying Party, the relevant
Indemnitee shall be entitled to participate with the
Indemnifying Party in such defense if the Claim requests
equitable relief or other relief that could affect the rights
of the Indemnitee and also shall be entitled to employ
separate counsel for such defense at such Indemnitee's
expense. In the event the Indemnifying Party does not accept
the defense of any indemnified Claim as provided above, the
relevant Indemnitee shall have the right to employ counsel for
such defense at the expense of the Indemnifying Party. Each
Party agrees to cooperate and to cause its employees and
agents to cooperate with the other Party in the defense of any
such Claim and the relevant records of each Party shall be
available to the other Party with respect to any such defense.
10. AUDITS AND INSPECTIONS
10.1 Subject to NEVADA's reasonable security requirements and
except as may be otherwise specifically provided in this
Agreement, ATI may audit NEVADA's books, records, and other
documents once in each Contract Year, for the immediately
preceding twelve (12) months, for the purpose of evaluating
the accuracy of NEVADA's billing and invoicing for services
provided by NEVADA to ATI hereunder. ATI may employ other
persons or firms for this purpose. Such audit shall take place
at a time and place agreed on by the Parties no later than
thirty (30) days after notice thereof to NEVADA.
10.2 Subject to ATI's reasonable security requirements and except
as may be otherwise specifically provided in this Agreement,
NEVADA may audit ATI's books, records, and other documents
once in each Contract Year, for the immediately preceding
twelve (12) months, for the purpose of evaluating the accuracy
of ATI's billing and invoicing for services provided by ATI to
NEVADA hereunder. NEVADA may employ other persons or firms for
this purpose. Such audit shall take place at a time and place
agreed on by the Parties no later than thirty (30) days after
notice thereof to ATI.
10.3 Each Party shall promptly correct any billing or invoicing
errors that are revealed in an audit, including making refund
of any overpayment in the form of a credit, or payment of any
under payment in the form of a debit, on the invoice for the
first full billing cycle after the Parties have agreed upon
the accuracy of the audit results. Any Disputes concerning
audit results shall be resolved pursuant to the Alternate
Dispute Resolution procedures described in Attachment 3.
10.4 Each Party shall cooperate fully in any such audit, providing
reasonable access to any and all appropriate employees and
books, records and other documents reasonably necessary to
assess the accuracy of each Party's billing and invoicing.
10.5 Either Party may audit the other Party's books, records and
documents more than once during any Contract Year if the
previous audit found previously uncorrected net variances or
errors in invoices in the other Party's favor with an
aggregate value, on an annualized
Agreement between NEVADA Xxxx and ATI
basis, of at least two percent (2%) of the amounts payable by
the Party being audited under this Agreement during the period
covered by the audit.
10.6 Audits shall be at the requesting Party's expense, subject to
reimbursement by the audited Party in the event that an audit
finds an adjustment in the charges or in any invoice paid or
payable by the requesting Party hereunder by an amount that
is, on an annualized basis, greater than two percent (2%) of
the aggregate charges to the requesting Party under this
Agreement during the period covered by the audit.
10.7 Upon (i) the discovery by a Party of overcharges not
previously reimbursed to the other Party or (ii) the
resolution of disputed audits, the audited Party shall
promptly reimburse the requesting Party the amount of any
overpayment, plus interest calculated based on the US Treasury
Xxxx prime rate compounded daily for the number of days from
the date of overpayment to and including the date that payment
is actually made. In no event, however, shall interest be
assessed on any previously assessed or accrued late payment
charges.
10.8 Upon (i) the discovery by either Party of underpayments not
previously paid to the other Party, or (ii) the resolution of
disputed audits, the audited Party shall promptly pay the
other Party the amount of any underpayment, plus interest
calculated based on the US Treasury Xxxx prime rate compounded
daily from the date of underpayment to and including the date
that payment is actually made.
11. PERFORMANCE STANDARDS AND REMEDIES
11.1 The Parties agree that customer satisfaction is a goal that
can only be achieved through cooperation of the Parties.
NEVADA agrees to measure performance, as outlined in
Attachment 17. The measurements contained in Attachment 17 may
change from time to time by mutual agreement of the Parties.
NEVADA agrees to provide to ATI a level of service that is at
parity with the service NEVADA provides to itself, its
affiliates or other, at the same terms and conditions.
11.2 Within ninety (90) days of the effective date of this
Agreement, the Parties will meet to develop and mutually agree
to performance and business process improvement procedures.
11.3 The Parties may amend, modify, delete or add business process
improvement procedures by mutual agreement and modification of
Attachment 17.
12. FORCE MAIEURE
12.1 Except as otherwise specifically provided in this Agreement,
neither Party shall be liable for any delay or failure in
performance of any part of this Agreement caused by a Force
Majeure condition, including acts of the United States of
America or any state, territory or political subdivision
thereof, acts of God or a public enemy, fires, floods, labor
disputes, freight embargoes, earthquakes, volcanic actions,
wars, civil disturbances, or other causes beyond the
reasonable control of the Party claiming excusable delay or
other failure to perform. Provided, Force Majeure shall not
include acts of any Governmental Authority relating to
environmental, health or safety conditions at Work Locations.
If any Force Majeure condition occurs, the Party whose
performance fails or is delayed because of such Force Majeure
condition shall give prompt notice to the other Party, and
upon cessation of such Force Majeure condition, shall give
like notice and commence performance hereunder as promptly as
reasonably practicable.
Agreement between NEVADA Xxxx and ATI
12.2 Notwithstanding subsection 12.1, preceding, no delay or other
failure to perform shall be excused pursuant to this Section:
(i) by the acts or omission of a Party's subcontractors,
material men, suppliers or other third persons providing
products or services to Such Party unless such acts or
omissions are themselves the product of a Force Majeure
condition, (ii) if the delay or failure relates to
environmental, health or safety conditions at Work Locations
and, (iii) unless such delay or failure and the consequences
thereof are beyond the control and without the fault or
negligence of the Party claiming excusable delay or other
failure to perform.
13. CERTAIN STATE AND LOCAL TAXES
Any state or local excise, sales, or use taxes (excluding any taxes
levied on income) resulting from the performance of this Agreement
shall be borne by the Party upon which the obligation for payment is
imposed under applicable law, even if the obligation to collect and
remit such taxes is placed upon the other Party by mutual written
agreement of the Parties, provided, however, that the other Party has
not acted in a manner that has materially impaired the ability of the
liable Party to contest the tax or the amount of the tax (and interest
and penalties, etc.) regardless of whether the impairment was
foreseeable. If the other Party has materially impaired the ability of
the liable Party to contest the tax or the amount of the tax, the Party
causing the impairment shall be liable for the tax (interest and
penalties, etc.) caused by the Party's impairment. Any such taxes shall
be shown as separate items on applicable billing documents between the
Parties. The Party so obligated to pay any such taxes may contest the
same in good faith, at its own expense, and shall be entitled to the
benefit of any refund or recovery, provided that such Party shall not
permit any lien to exist on any asset of the other Party by reason of
the contest. The Party obligated to collect and remit shall cooperate
in any such contest by the other Party.
14. ALTERNATIVE DISPUTE RESOLUTION
All disputes, claims or disagreements (collectively "Disputes") arising
under or related to this Agreement or the breach hereof, except those
arising pursuant to Attachment 13, Connectivity Billing and Recording,
shall be resolved according to the procedures set forth in Attachment
3. Disputes involving matters subject to the Connectivity Billing and
Recording provisions contained in Attachment 13, shall be resolved in
accordance with the Billing Disputes section of Attachment 13. In no
event shall the Parties permit the pendency of a Dispute to disrupt
service to any ATI or NEVADA Customer contemplated by this Agreement.
The foregoing notwithstanding, neither this Section 14 nor Attachment 3
shall be construed to prevent either Party from (a) invoking a remedy
required by the Act, FCC, or Commission regulations thereunder or (b)
seeking and obtaining temporary equitable remedies, including temporary
restraining orders. A request by a Party to a court or a regulatory
authority for interim measures or equitable relief shall not be deemed
a waiver of the obligation to comply with Attachment 3.
15. NOTICES
Any notices or other communications required or permitted to be given
or delivered under this Agreement shall be in hard-copy writing (unless
otherwise specifically provided herein) and shall be sufficiently given
if delivered personally or delivered by prepaid overnight express
service to the following (unless otherwise specifically required by
this Agreement to be delivered to another representative or point of
contact):
If to ATI:
Xxxxx Xxxxxxxxx
Advanced Telecommunications, Inc.
Agreement between NEVADA Xxxx and ATI
000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
If to NEVADA:
Xxxxx X. Xxxxxxx
NEVADA Xxxx
Vice President
Network Interconnection
0000 Xxxxxx Xxxxxx, Xxxx 000
Xxxx, XX 00000
and
Xxxxx Xxxxxxxx-Xxxx
General Counsel
Nevada Xxxx
000 X. Xxxxx Xx., Xxxx 000
Xxxx, XX 00000
Either Party may unilaterally change its designated representative
and/or address for the receipt of notices by giving seven (7) days
prior written notice to the other Party in compliance with this
Section. Any notice or other communication shall be deemed given when
received.
16. CONFIDENTIALITY AND PROPRIETARY INFORMATION
16.1 For the purposes of this Agreement, "Confidential Information"
means confidential or proprietary technical or business
Information given by the Discloser to the Recipient. All
information which is disclosed by one Party to the other in
connection with this Agreement shall automatically be deemed
proprietary to the Discloser and subject to this Agreement,
unless otherwise confirmed in writing by the Discloser. In
addition, by way of example and not limitation, all orders for
Network Elements, Ancillary Functions, Combinations, Local
Services or other services placed by ATI pursuant to this
Agreement, and information that would constitute Customer
Proprietary Network Information of ATI Customer's pursuant to
the Act and the rules and regulations of the FCC, and Recorded
Usage Data as described in Attachment 14, whether disclosed by
ATI to NEVADA or otherwise acquired by NEVADA in the course of
the performance of this Agreement, shall be deemed
Confidential Information of ATI for all purposes under this
Agreement.
16.2 For a period of five (5) years from the receipt of
Confidential Information from the Discloser, except as
otherwise specified in this Agreement, the Recipient agrees
(a) to use it only for the purpose of performing under this
Agreement; (b) to hold it in confidence and disclose it to no
one other than its employees having a need to know for the
purpose of performing under this Agreement; and (c) to
safeguard it from unauthorized use or disclosure with at least
the same degree of care with which the Recipient safeguards
its own Confidential Information. If the Recipient wishes to
disclose the Discloser's Confidential Information to a third
party agent or consultant, such disclosure must be mutually
agreed to in writing by the Parties to this Agreement, and the
agent or consultant must have executed a written agreement of
non-disclosure and non-use comparable in scope to the terms of
this Section.
16.3 The Recipient may make copies of Confidential Information only
as reasonably necessary to perform its obligations under this
Agreement. All such copies shall bear the same copyright and
proprietary rights notices as are contained on the original.
Agreement between NEVADA Xxxx and ATI
16.4 The Recipient agrees to return all Confidential Information in
tangible form received from the Discloser, including any
copies made by the Recipient, within thirty (30) days after a
written request is delivered to the Recipient, or to destroy
all such Confidential Information, except for Confidential
Information that the Recipient reasonably requires to perform
its obligations under this Agreement. If either Party loses or
makes an unauthorized disclosure of the other Party's
Confidential Information, it shall notify such other Party
immediately and use reasonable efforts to retrieve the lost or
wrongfully disclosed information.
16.5 The Recipient shall have no obligation to safeguard
Confidential Information: (a) which was in the possession of
the Recipient free of restriction prior to its receipt from
the Discloser; (b) after it becomes publicly known or
available through no breach of this Agreement by the
Recipient; (c) after it is rightfully acquired by the
Recipient free of restrictions on its disclosure; or (d) after
it is independently developed by personnel of the Recipient to
whom the Discloser's Confidential Information had not been
previously disclosed. In addition, either Party shall have the
right to disclose Confidential Information to any mediator,
arbitrator, state or federal regulatory body, the Department
of Justice or any court in the conduct of any mediation,
arbitration or approval of this Agreement or in any
proceedings concerning the provision of interLATA services by
NEVADA. Additionally, the Recipient may disclose Confidential
Information if so required by law, a court, or governmental
agency, so long as the Discloser has been notified of the
requirement promptly after the Recipient becomes aware of the
intended disclosure, and so long as the Recipient undertakes
all lawful measures to avoid disclosing such information until
Discloser has had reasonable time to seek a protective order
that covers the Confidential Information to be disclosed.
16.6 Each Party's obligations to safeguard Confidential Information
disclosed prior to expiration or termination of this Agreement
shall survive such expiration or termination.
16.7 Except as otherwise expressly provided elsewhere in this
Agreement, no license is hereby granted under any patent,
trademark, or copyright, nor is any such license implied,
solely by virtue of the disclosure of any Confidential
Information.
16.8 Each Party agrees that the Discloser would be irreparably
injured by a breach of this Agreement by the Recipient or its
representatives and that the Discloser shall be entitled to
seek equitable relief, including injunctive relief and
specific performance, in the event of any breach of the
provisions of this Agreement. Such remedies shall not be
deemed to be the exclusive remedies for a breach of this
Agreement, but shall be in addition to all other remedies
available at law or in equity.
16.9 Nothing in this Section 16 shall prevent NEVADA from using
Recorded Usage Data for the limited purpose of network
planning and management.
17. BRANDING
Services offered by ATI that incorporate Network Elements, Ancillary
Functions or Combinations made available to ATI pursuant to this
Agreement, and Local Services that ATI offers for resale shall be
branded as stated in the Attachments to this Agreement. In no event
shall NEVADA personnel installing or repairing ATI Local Service,
Network Elements, or Combinations initiate a conversation with the end
user customer to market NEVADA product or services. NEVADA personnel
shall respond to any inquires from end users or consumers concerning
NEVADA's products or services by providing a telephone number to call
for information.
Agreement between NEVADA Xxxx and ATI
condition of this Agreement shall be construed as a waiver of
such term, right or condition. By entering into this Agreement
neither Party waives any right granted to it pursuant to the
Act.
18.9 SEVERABILITY - If any term, condition or provision of this
Agreement is held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not
invalidate the entire Agreement, unless such construction
would be unreasonable. The Agreement shall be construed as if
it did not contain the invalid or unenforceable provision or
provisions, and the rights and obligations of each Party shall
be construed and enforced accordingly; provided, however, that
in the event such invalid or unenforceable provision or
provisions are essential elements of this Agreement and
substantially impair the rights or obligations of either
Party, the Parties shall promptly negotiate a replacement
provision or provisions.
18.10 ENTIRE AGREEMENT - This Agreement, which shall include the
Attachments, Appendices and other documents referenced herein,
constitutes the entire Agreement between the Parties
concerning the subject matter hereof and supersedes any prior
agreements, representations, statements, negotiations,
understandings, proposals or undertakings, oral or written,
with respect to the subject matter expressly set forth herein.
18.11 DEFINITIONS: The definitions contained in Attachment 1 are
meant to accurately describe the meaning accorded the term as
required by the Act and as used in this Agreement. In the
event of any disagreement between a definition of the term in
the Act, in Attachment 1 or any other part of this Agreement
(including the Attachments), the definition in the Act shall
supersede any definition in the Agreement or Attachments and
any specific definition in an Attachment other than Attachment
1 shall supersede the definition in Attachment 1.
18.12 SURVIVAL OF OBLIGATIONS - Any liabilities or obligations of a
Party for acts or omissions prior to the cancellation or
termination of this Agreement, any obligation of a Party under
the provisions regarding indemnification, Confidential
Information, limitations on liability, and any other
provisions of this Agreement which, by their terms, are
contemplated to survive (or to be performed after) termination
of this Agreement, shall survive cancellation or termination
thereof.
18.13 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.
18.14 HEADINGS OF NO FORCE OR EFFECT - The headings of Articles and
Sections of this Agreement are for convenience of reference
only, and shall in no way define, modify or restrict the
meaning or interpretation of the terms or provisions of this
Agreement.
In witness whereof, the Parties have executed this Agreement
through their authorized representatives.
NEVADA XXXX ATI
By: By:
------------------------------------ --------------------------
Signature Signature
Name: Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: Vice President Local Competition Title: President - CEO
Date: 10-1-97 Date: 10/23/97
NEVADA - Attachment 1
DEFINITIONS
1. "Access Tandem Switches" are switches used to connect End Offices to
Interexchange Carrier switches. NEVADA's Access Tandem Switch is also
used to connect and switch traffic between and among Central Office
Switches.
2. "Act" means the Communications Act of 1934,47 U.S.C. 151 et seq., as
amended by the Telecommunications Act of 1996, and as interpreted from
time to time in the duly authorized rules and regulations of the FCC or
the Commission.
3. "Advanced Intelligent Network (AIN) Trigger Capability" is a network
functionality that permits specific conditions to be programmed into a
switch which, when met, directs the switch to suspend call processing
and to receive special instructions for further call handling
instructions in order to enable carriers to offer advanced features and
services.
4. "AMA" means the Automated Message Accounting structure inherent in
switch technology that initially records telecommunication message
information. AMA format is contained in the Automated Message Accounting
document, published by Bellcore as GR-1 100-CORE which defines the
industry standard for message recording.
5. "Ancillary Functions" are services or facilities that NEVADA offers to
ATI so that ATI may obtain and use unbundled Network Elements or NEVADA
services to provide telecommunications services to ATI's customers.
Ancillary Functions include collocation and rights of way, and may
include other services or facilities as mutually agreed to by the
Parties.
6. "Applicable Law" shall mean all laws, statutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits and approvals of
any Governmental Authority, including without limitation those relating
to the environment, health and safety, which apply or relate to Work
Locations or the subject matter of this Agreement.
7. "ATI Customer" means the relationship for a specific service with any
business or residential customer to the extent such customer purchases
ATI services.
8. "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter that refers to the number transmitted through the
network identifying the billing number of the calling party. "ANI" is
also used to identify the calling number to 911 PSAPs.
9. "Automatic Location ldentification/(ALI)" means the feature of E911
that displays at the PSAP the address of the calling telephone number.
This feature requires a data storage and retrieval system for
translating telephone numbers to the associated address. ALI information
may include Emergency Service Number (ESN), street address, room or
floor, and names of the enforcement, fire and medical agencies with
jurisdictional responsibility for the address. The Management System
(E911) database is used to update the Automatic E911 Location
Identification (ALI) databases.
10. "Automatic Route Selection (ARS)" is a service feature that provides
for automatic selection of the most appropriate outbound route for each
call based on criteria programmed into the system.
11. "Busy Line Verification" or "BLV" means a service in which an end user
requests an operator to confirm the busy status of a line.
NEVADA - Attachment 1
12. "Busy Line Verification and Interrupt" or "BLVI" means a service in
which an end user requests an operator to confirm the busy status of a
line and requests an interruption of the call.
13. "CABS" means the Carrier Access Billing System.
14. "Calling Party Number (CPN)" means a Common Channel Signaling parameter
which refers to the number transmitted through the network identifying
the calling party.
15. Central Office Switch" or "Central Office" means a switching entity
within the public switched telecommunications network, including but not
limited to End Office Switches and Tandem Switches. Central Office
Switches may be employed as combination End Office/Tandem Switches.
16. "CLC Operations Handbook" means Sections 16.6 and 16.7 of the CLC
Handbook, which address NEVADA's Operations and Administration
interfaces for local interconnection and SS7.
17. "Centralized Message Distribution System (CMDS)" means the transport
system that LECs use to exchange outcollect and CABS access messages
among each other and other parties connected to CMDS.
18. "Charge Number" means a CCS signaling parameter that refers to the
number transmitted through the network identifying the billing number
of the calling party.
19. "Centrex" means a Telecommunications Service that uses central office
switching equipment for call routing to handle direct dialing of calls,
and to provide many private branch exchange-like features.
20. "CLASS (Custom Local Area Signaling Service) and Custom Calling
Features" means a grouping of optional enhancements to basic local
exchange service that offers special call handling features to end users
(e.g., call waiting, call forwarding and automatic redial).
21. "Combination" shall have the meaning set forth in 47 C.F.R. Section
51.315.
22. "Commission" means the Public Service Commission of Nevada.
23. "Common Channel Signaling" or "CCS" means a method of digitally
transmitting call set-up and network control data over a special network
fully separate from the public switched network elements that carry the
actual call. Signaling System 7 (SS7) is the CCS network presently used
by telecommunications carriers.
24. "Competitive Local Carrier (CLC)" or "Competitive Local Exchange Carrier
(CLEC)" is a carrier who competes in the provision of local exchange
telecommunications service and is not an Incumbent LEC as defined by 47
U.S.C., Section 251 (h) of the Act.
25. "Conduit" means a tube or similar enclosure that may be used to house
communication or communications-related power cables. Conduit may be
underground or above ground (for example, inside buildings) and may
contain one or more inner ducts. An inner duct means a separate tube or
enclosure within a conduit.
26. "Confidential Information" has the meaning set forth in Section 16.1 of
the General Terms and Conditions.
27. "Contract Year" means a twelve (12) month period during the term of the
contract commencing on the Effective Date and each anniversary thereof.
NEVADA - Attachment I
28. "Control Office" means an exchange carrier center or office designated
as its company's single point of contact for the provisioning and
maintenance of its portion of interconnection arrangements.
29. "Cross Connection" means an intra-wire center channel connecting
separate pieces of telecommunications equipment
30. "Customer Usage Data" means the local Telecommunications Services usage
data of an ATI Customer, measured in minutes, sub-minute increments,
message units, or otherwise, that is recorded by NEVADA and forwarded to
ATI.
31. "Directory Number Call Forwarding (DNCF)" means an interim form of
Service Provider Number Portability (SPNP) which is provided through
existing and available call routing and call forwarding capabilities.
DNCF will forward calls dialed to an original telephone number to a new
telephone number on a multi-path basis. DNCF is not limited to listed
directory numbers.
32. "Discloser" means that Party to this Agreement which has disclosed
Confidential Information to the other Party.
33. "DSX Panel" means a cross-connect bay or panel used for the termination
of equipment and facilities operating at digital rates.
34. "DS-0" means a digital signal rate of 64 Kilobits per second (kbps).
35. "DS-1" means a digital signal rate of 1.544 Megabits Per Second (Mbps).
36. "DS-3" means a digital signal rate of 44.736 Mbps.
37. "E911 Management System (MS)" A system of computer programs used by
NEVADA to create store and update the data that provides Selective
Routing (SM) and / or Automatic Location Identification (ALI).
38. "E911 Management System Gateway" is a processor that can relieve the
host computer (management system) of performing certain tasks, such as
message handling, code conversion, error control and application
functions.
39. "E911 Service" is a method of routing 911 calls to a PSAP that uses
customer location data in the ALI/DMS to determine the PSAP to which a
call should be routed.
40. "Effective Date" is the date indicated in the Preface on which the
Agreement shall become effective.
41. EISCC" or "Expanded Interconnection Service Cross Connect" means the
connection between the collocation Point of Termination (POT) and the
unbundled Network Element or interconnection point to a switched or
dedicated service in NEVADA's network.
42. "Electronic File Transfer" means any system or process that utilizes an
electronic format and protocol to send or receive data files.
43. "End Office Switches" are switches from which end users' Exchange
services are directly connected and offered.
44. "Environmental Hazard" means any substance the presence, use, transport,
abandonment or disposal of which (i) requires investigation,
remediation, compensation, fine or penalty under any Applicable Law
(including, without limitation, the Comprehensive Environmental Response
NEVADA - Attachment 1
Compensation and Liability Act, Superfund Amendment and Reauthorization
Act, Resource Conservation Recovery Act, the Occupational Safety and
Health Act and provisions with .similar purposes in applicable foreign,
state and local jurisdictions) or (ii) poses risks to human health,
safety or the environment (including, without limitation, indoor,
outdoor or orbital space environments) and is regulated under any
Applicable Law.
45. `Exchange Message Record" or "EM R" means the standard used for exchange
of telecommunications message information among LECs for billable,
non-billable, sample, settlement and study data. EMR format is contained
in BR-0l 0-000-000 XXXX Exchange Message Record, a Bellcore document
which defines industry standards for exchange message records.
46. "Exchange Service" is as defined in the Act.
47. "FCC" means the Federal Communications Commission.
48. "First Interconnection Order" means the First Report and Order issued
In the Matter of Implementation of the Local Competition provision in
the Telecommunications Act of 1996 (CC Docket No. 96-98, FCC 96-325)
(released August 8,1996).
49. "Governmental Authority" means any federal, state, local, foreign or
international court, government, department, commission, board, bureau,
agency, official, or other regulatory, administrative, legislative or
judicial authority with jurisdiction.
50. "ILEC" shall mean "Incumbent Local Exchange Carrier" as defined in the
Act.
51. "Interconnection" is as described in the Act.
52. "Interexchange Carrier (IEC or IXC)" means a provider of interexchange
telecommunications services.
53. "Interim Number Portability" or "INP" means the delivery of service
provider Number Portability capabilities through the use of
switch-based call routing as described in 47 C.F.R. Section 52.7.
54. "Integrated Services Digital Network" or "ISDN" means a digital switched
network service. "Basic Rate ISDN" provides for channelized (2 bearer
and 1 data) end-to-end digital connectivity for the transmission of
voice or data on either or both bearer channels and packet data on the
data channel. "Primary Rate ISDN" provides for 23 bearer and 1 data
channels.
55. "LATA-Wide Terminating Interconnection" means an interconnection
arrangement whereby one Party interconnects to a single designated
tandem switch of the other Party to terminate local and intraLATA toll.
The Party providing such termination will designate the tandem switch
where such interconnection is to occur.
56. "LEC" shall mean "Local Exchange Carrier" as defined in the Act.
57. "Line Information Data Base(s) (LIDB)" means one or all, as the context
may require, of the Line Information Databases owned individually by
ILECs and other entities which provide, among other things, calling card
validation functionality for telephone line number cards issued by ILECs
and other entities. A LIDB also contains validation data for collect and
third number-billed calls, which include billed number screening.
58. "Line Side" refers to End Office switch connections that have been
programmed to treat the circuit as a local line connected to a
terminating station ~ an ordinary subscriber's telephone station set, a
PBX, answering machine, facsimile machine or computer). Line Side
connections offer only
NEVADA - Attachment 1
those transmission and signal features appropriate for a connection
between an End Office and such terminating station.
59. "Link" has the meaning set forth in Attachment 6, Section 3.
60. "Local Calls" are calls that are completed where there is no charge for
the completion of the call in NEVADA's serving territory as defined by
the Commission.
61. Local Exchange Routing Guide" or "LERG" means a Bellcore Reference
Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations, and
office functionality.
62. Local Exchange Traffic" means traffic originated on the network of a LEC
in a LATA and completed directly between that LEC's network and the
network of another LEC in that same LATA, including intraLATA toll
traffic and traffic originated to or terminated from LECs not party to
this Agreement. Local Exchange Traffic does not include traffic that is
routed to or terminated from the network of an IXC.
63. "Local Interconnection Trunks/Trunk Groups" are used for the
termination of Local Exchange Traffic, using Bellcore Technical
Reference GR-317-CORE ("GR-317").
64. "Local Loop" shall have the meaning set forth in 47 C.F.R. Section
51.319(a).
65. "Local Number Portability (LNP)" means the ability of users of
telecommunications services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability,
or convenience when switching from one telecommunications carrier to
another.
66. "Local Service" has the meaning set forth in Attachment 5, Section 1.1.
67. "Loop" has the meaning set forth in Attachment 6, Section 3.
68. "MECAB" means the Multiple Exchange Carrier Access Billing document
prepared under the direction of the Billing Committee of the Ordering
and Billing Forum "OBF", which functions under the auspices of the
Carrier Liaison Committee of the Alliance for Telecommunications
Industry Solutions (ATIS), Section 23.1 of Part 1. The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains the
recommended guidelines for the billing of access and other connectivity
services provided by two or more LECs (including LECs and CLCs), or by
one LEC or ATI in two or more states within a single LATA.
69. "Meet Point Trunks/Trunk Groups (MPTGs)" are used for the joint
provision of Switched Access services, utilizing Bellcore Technical
References GR-394-CORE ("GR-394") and GR-317 CORE ("GR-317"). MPTGs are
those between a local End Office and an Access Tandem as described in
FSD 20-24-0000 and 20-24-0300.
70. "MECOD" means the Multiple Exchange Carriers Ordering and Design
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of
the OBF, which functions under the auspices of the Carrier Liaison
Committee of the ATIS. The MECOD document, published by Bellcore as
Special Report SR STS-002643, establishes methods for processing orders
for access and other connectivity service which is to be provided by two
or more local carriers (including a LEC and a CLC), or by one LEC or CLC
in two or more states within a single LATA.
71. "Mid-Span Meet" means an interconnection between two LEGs whereby each
provides its own cable and equipment up to the meet point of the cable
facilities. The meet point is the demarcation
NEVADA - Attachment I
establishing ownership of and responsibility for each LEC's portion of
the transmission facility. -
72. "911 Service" means a universal telephone number which gives the public
direct access to the PSAP. Basic 911 service collects 911 calls from
one or more local exchange switches that serve a geographic area. The
calls are then sent to the authority designated to receive such calls.
73. "Network Element" is as defined in the Act.
74. "NEVADA" means Nevada Xxxx.
75. "North American Numbering Plan (NANP)" means the system of telephone
numbering employed in the United States, Canada, and certain Caribbean
countries.
76. "Numbering Plan Area (NPA)" is also sometimes referred to as an area
code and the three digit indicator that is defined by the "A", "B" and
"C" digits of each 10-digit telephone number within the NANP. Each NPA
contains 800 possible NXX Codes. There are two general categories of
NPA. "Geographic NPA" is associated with a defined geographic area, and
all telephone numbers bearing such NPA are associated with services
provided within that Geographic area. A "Non-Geographic NPA," also known
as a "Service Access Code" (SAC Code), is typically associated with a
specialized telecommunications service which may be provided across
multiple geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900
are examples of Non-Geographic NPAs.
77. "Number Portability" is as defined in the Act.
78. "NXX", "NXX Code" or "Central Office Code" means the three-digit switch
entity indicator that is defined by the "D", "E" and "F" digits of a
10-digit telephone number within the NANP. Each NXX Code contains 10,000
station numbers.
79. "OBF" means the Ordering and Billing Forum (OBF), which functions under
the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS).
80. "Originating Line Information (OLI)" is an SS7 Feature Group D
signaling parameter which refers to the number transmitted through the
network identifying the billing number of the calling party.
81. "Party" means either ATI or NEVADA. "Parties" means ATI and NEVADA.
82. "Percent Local Usage" or "PLU" means a percentage amount that represents
the ratio of the local minutes to the sum of local and intraLATA toll
minutes sent between the Parties over Local Interconnection Trunks.
Directory Assistance, BLV/BLVI, 900, transiting calls from other LECs,
WSP traffic and interLATA Switched Access calls are not included in the
calculation of PLU.
83. "Permanent Number Portability (PNP)" means a long-term solution to
provide LNP for all customers and all providers consistent with the Act
and implementing regulations.
84. "Physical Collocation" shall have the meaning set forth in 47 C.F.R.
Section 51.5.
85. "Point of Interconnection" or "POI" means a physical location at which
the Parties' networks meet for the purpose of establishing
interconnection. POls include a number of different technologies and
technical interfaces based on the Parties' mutual agreement.
86. "Pole Attachment" means the connection of a facility to a utility pole.
Some examples of facilities are mechanical hardware, grounding and
transmission cable, and equipment boxes.
NEVADA - Attachment 1
99. "Service Provider Local Number Portability" shall have the same meaning
as Number Portability as defined in the Act and FCC regulations
thereunder.
100. "Signal Transfer Point" or "STP" means equipment that performs a packet
switching function that routes signaling messages among SSPs, SCPs,
Signaling Points (SPs), and other STPs in order to set up calls and to
query databases for advanced services.
101. "Special Construction" shall have the meaning set forth in NEVADA's
PSCN Tariff No. A4.2. as of the Effective Date of this Agreement and
shall not be subject to change except upon mutual agreement of the
Parties (even if the underlying tariff changes), provided that ATI will
be treated no less favorably than NEVADA treats its own end-user
customers.
102. "Switched Access" service means an offering of access to services or
facilities for the purpose of the origination or termination of traffic
from or to Exchange Service customers in a given area pursuant to a
Switched Access tariff. Switched Access services includes: Feature Group
A (FGA), Feature Group B (FGB), Feature Group C (FGC), Feature Group D
(FGD), Toll Free Service, 700 and 900 access. Switched Access service
does not include traffic exchanged between LECs for purposes of local
exchange interconnection.
103. "Switched Access Meet Point Billing" means a billing arrangement used
when two or more LECs jointly provide a Switched Access service over
Meet Point Trunks, with each LEC receiving an appropriate share of the
revenues. The access services will be billed using Switched Access rate
structures, and the LEGs will decide whether a single xxxx or multiple
xxxx will be sent. If the LECs cannot agree, multiple bills will be
sent.
104. "Tandem Switches" are switches that are used to connect and switch
trunk circuits between and among Central Office Switches.
105. "Toll Traffic" means IntraLATA traffic falling outside of the normal
free calling area as defined by the Commission.
106. "Toll Free Service" means service provided with any dialing sequence
that invokes toll-free I E., 800-like, service processing. Toll Free
Service includes calls to the Toll Free Service 800/888 NPA SAG codes.
107. "Transit Rate" is the rate that applies to local and toll calls sent
between a LEC and a CLC destined for a third-party LEG or CLC.
108. "Trunk-Side" refers to a Central Office switch connection that is
capable of, and has been programmed to treat the circuit as connecting
to another switching entity, for example, another Central Office switch.
Trunk-Side connections offer those transmission and signaling features
appropriate for the connection of switching entities and cannot be used
for the direct connection of ordinary telephone station sets.
109. "Unbundled Services Cross Connect" or "USCC" is a connection between an
unbundled link, which terminates at the distribution frame, and the
digital cross connect system, for the purpose of combining an unbundled
link and NEVADA unbundled transport when multiplexing is required.
110. "Virtual Collocation" shall have the meaning set forth in 47 C.F.R.
Section 51.5.
111. "Voluntary Federal Customer Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant
to requirements established by the appropriate state regulatory body.
NEVADA - Attachment 1
112. "Waste" means all hazardous and non-hazardous substances and materials
which are intended to be discarded, scrapped, or recycled, associated
with activities ATI or NEVADA or their respective contractors or agents
perform at Work Locations. It shall be presumed that all substances or
materials associated with such activities, that are not in use or
incorporated into structures (including without limitation damaged
components or tools, leftovers, containers, garbage, scrap, residues or
by-products), except for substances and materials that ATI, NEVADA or
their respective contractors or agents intend to use in their original
form in connection with similar activities, are Waste. Waste shall not
include substances, materials or components incorporated into structures
(such as cable routes) even after such components or structure are no
longer in current use.
113. "Wire Center" denotes a building or space within a building which serves
as an aggregation point on a given carrier's network, where transmission
facilities and circuits are connected or switched. A NEVADA Xxxx Wire
Center can also denote a building in which one or more Central Offices,
used for the provision of Exchange Services and access services, are
located. However, for purposes of collocation, Wire Xxxxxx shall mean
those points eligible for such connections as specified in FCC Docket
No. 91-141, and rules adopted pursuant thereto, as modified by
subsequent FCC decisions.
114. "Wireless Service Provider or "WSP" means a provider of Commercial
Mobile Radio Services (CMRS) ~ cellular service provider, Personal
Communications Services provider, or paging service provider.
115. "Work Locations" means any real estate that ATI or NEVADA, as
appropriate, owns, leases or licenses or in which it holds easements or
other rights to use, or does use, in connection with this Agreement.
