Exhibit 10.1
INTERCONNECTION AGREEMENT UNDER
SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
Dated as of October 28th, 1996
by and between
AMERITECH INFORMATION INDUSTRY SERVICES,
a division of Ameritech Services, Inc.
On behalf of Ameritech Illinois
and
FOCAL COMMUNICATIONS CORPORATION
TABLE OF CONTENTS
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Page
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1.0 DEFINITIONS....................................................... 5
2.0 INTERPRETATION AND CONSTRUCTION................................... 12
3.0 IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION
DATES............................................................. 13
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)..................... 13
4.1 Scope........................................................ 13
4.2 Interconnection Points and Methods........................... 13
4.3 Ameritech Leased Transport................................... 13
4.4 Collocation.................................................. 14
4.5 FiberMeet.................................................... 14
4.6 Interconnection in Additional LATAs.......................... 16
4.7 Nondiscriminatory Interconnection............................ 16
4.8 Technical Specifications..................................... 16
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)............................. 17
5.1 Scope of Traffic............................................ 17
5.2 Switching System Hierarchy.................................. 17
5.3 Trunk Group Architecture and Traffic Routing................ 18
5.4 Interim Use of 1Way Trunks.................................. 18
5.5 Signaling................................................... 19
5.6 Grades of Service........................................... 19
5.7 Measurement and Billing..................................... 19
5.8 Reciprocal Compensation Arrangements--Section 251(b)(5)..... 20
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC
PURSUANT TO SECTION 251(c)(2)..................................... 20
6.1 Scope of Traffic........................................... 20
6.2 Trunk Group Architecture and Traffic Routing............... 20
6.3 MeetPoint Billing Arrangements............................. 21
7.0 TRANSPORTATION AND TERMINATION OF OTHER TYPES OF
TRAFFIC........................................................... 21
7.1 Information Services Traffic............................... 21
7.2 BLV/BLVI Traffic........................................... 22
7.3 Transit Service............................................ 23
8.0 GROOMING PLAN AND INSTALLATION, MAINTENANCE, TESTING
AND REPAIR........................................................ 25
8.1 Grooming Plan.............................................. 25
8.2 Operation and Maintenance.................................. 25
8.3 Installation, Maintenance, Testing and Repair.............. 25
9.0 UNBUNDLED ACCESS--SECTION 251(c)(3)............................... 26
9.1 Local Loop Transmission Types.............................. 26
9.2 Port Types and Unbundled Switching......................... 27
9.3 Private Lines and Special Access........................... 27
9.4 Limitations on Unbundled Access............................ 27
9.5 Availability of Other Network Elements
on an Unbundled Basis...................................... 28
9.6 Provisioning of Unbundled Loops............................ 29
9.7 Maintenance of Unbundled Network Elements.................. 30
10.0 RESALE--SECTIONS 251(c)(4) and 251(b)(1).......................... 30
10.1 Availability of Wholesale Rates for Resale................. 30
10.2 Availability of Retail Rates for Resale.................... 30
11.0 NOTICE OF CHANGES--SECTION 251(c)(5).............................. 30
12.0 COLLOCATION--SECTION 251(c)(6).................................... 31
13.0 NUMBER PORTABILITY -- SECTION 251(b)(2)........................... 32
13.1 Scope...................................................... 32
13.2 Procedures for Providing INP
Through Remote Call Forwarding............................. 33
13.3 Procedures for Providing IMP Through Direct Inward Dial.... 33
13.4 Procedures for Providing INP Through Now Migration......... 33
13.5 Receipt of Terminating Compensation on
Traffic to INP'ed Numbers.................................. 34
13.6 Pricing For Interim Number Portability..................... 35
14.0 DIALING PARITY--SECTION 251(b)(3)................................. 35
15.0 DIRECTORY LISTINGS--SECTION 251(b)(3)............................. 35
15.1 White Pages Directory Listings............................ 35
15.2 Listing and Listing Dates................................. 36
16.0 ACCESS TO RIGHTSOFWAY--SECTION 251(b)(4).......................... 37
17.0 DATABASE ACCESS................................................... 37
18.0 REFERRAL ANNOUNCEMENT............................................. 37
19.0 OTHER SERVICES.................................................... 37
20.0 GENERAL RESPONSIBILITIES OF THE PARTIES........................... 37
21.0 TERM AND TERMINATION.............................................. 40
22.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTS........................ 41
23.0 CANCELLATION CHARGES.............................................. 41
24.0 NON-SEVERABILITY.................................................. 42
25.0 INDEMNIFICATION................................................... 42
26.0 LIMITATION OF LIABILITY........................................... 43
27.0 LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES....................... 44
27.1 Certain Definitions....................................... 44
27.2 Specified Performance Breach.............................. 45
27.3 Liquidated Damages........................................ 45
27.4 Limitations............................................... 45
27.5 Sole Remedy............................................... 46
27.6 Records................................................... 46
28.0 REGULATORY APPROVAL............................................... 46
29.0 MISCELLANEOUS..................................................... 46
29.1 Authorization............................................. 46
29.2 Compliance................................................ 46
29.3 Compliance with the Communications Law Enforcement Act
of 1994 ("CALEA")......................................... 47
29.4 Independent Contractor.................................... 47
29.5 Force Majeure............................................. 47
29.6 Confidentiality........................................... 47
29.7 Governing Law............................................. 48
29.8 Taxes..................................................... 48
29.9 NonAssignment............................................. 49
29.10 NonWaiver................................................. 49
29.11 Disputed Amounts.......................................... 49
29.12 Notices................................................... 50
29.13 Publicity and Use of Trademarks or Service Marks.......... 51
29.14 Section 242(i) Obligations................................ 51
29.15 Jolt Work Product......................................... 51
29.16 No Third Party Beneficiaries; Disclaimer of Agency........ 52
29.17 No License................................................ 52
29.18 Technology Upgrades....................................... 52
29.19 Survival.................................................. 52
29.20 Scope of Agreement........................................ 52
29.21 Entire Agreement.......................................... 52
INTERCONNECTION AGREEMENT UNDER SECTIONS 251
AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement"), is effective as of the 28th day of
October, 1996 (the "Effective Date"), by and between Ameritech Information
Industry Services, a division of Ameritech Services, Inc., a Delaware
corporation with offices at 000 Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, on behalf of Ameritech Illinois ("Ameritech") and Focal Communications
Corporation, a Delaware corporation with offices at 000 Xxxx Xxxxxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 ("Focal").
WHEREAS, the Parties want to Interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services (as
defined below) and Exchange Access (as defined below) to their respective
business and residential Customers.
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
herein.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Focal and Ameritech hereby agree as follows:
1.0 DEFINITIONS.
Capitalized terms used in this Agreement shall have the meanings specified
below in this Section 1.0 and as defined elsewhere in this Agreement.
1.1 "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 the
Commission having authority to interpret the Act within its state of
jurisdiction.
1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal using one of a variety
of line codes.
1.3 "Affiliate" is As Defined in the Act.
1.4 "Agreement for Switched Access Meet Point Billing" means the Agreement
for Switched Access Meet Point Billing dated as of the Effective Date by and
between the Parties.
1.5 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.6 "As Described in the Act" means as described in or required by the
Act and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.7 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing number of the calling party.
1.8 "Bona Fide Request" means the process described on Exhibit A that
prescribes the terms and conditions relating to a Party's request that the other
Party provide an Interconnection Network Element (or standard of quality
thereof) not otherwise provided by the terms of this Agreement.
1.9 "BLV/BLVI Traffic" means an operator service call in which the
caller inquires as to the busy status of or requests an interruption of a call
on another Customer's Telephone Exchange Service line.
1.10 "Calling Party Number" or "CPN" is a Common Channel Interoffice
Signaling ("CCIS") parameter which refers to the number transmitted through a
network identifying the calling party.
1.11 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to
(a) "End Office Switches" which are used to terminate Customer
station Loops for the purpose of Interconnection to each other and to
trunks; and
(b) "Tandem Office Switches" or "Tandems" which are used to connect
and switch trunk circuits between and among other Central Office Switches.
A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.12 "CCS" means one hundred (100) call seconds.
1.13 "CLASS Features" means certain CCIS-based features available to
Customers including, but not limited to Automatic Call Back; Call Trace; Caller
Identification and related blocking features; Distinctive Ringing/Call Waiting;
Selective Call Forward; and Selective Call Rejection.
1.14 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements on an unbundled basis which
has been installed and maintained at the Premises of a second Party (the
"Housing Party"). Collocation may be "physical" or "virtually.
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In "Physical Collocation," the Collocating Party installs and maintains its own
equipment in the Housing Party's Premises. In "Virtual Collocation," the Housing
Party installs and maintains the Collocating Party's equipment in the Housing
Party's Premises.
1.15 "Commercial Mobile Radio Service" or "CMRS" is As Defined by the
Act.
1.16 "Commission" or "ICC" means the Illinois Commerce Commission.
1.17 "Common Channel Interoffice Signaling" or "CCIS" means the signaling
system, developed for use between switching systems with stored-program control,
in which all of the signaling information for one or more groups of trunks is
transmitted over a dedicated high-speed data link rather than on a per-trunk
basis and, unless otherwise agreed by the Parties, the CCIS used by the Parties
shall be SS7.
1.18 "Cross Connection" means a connection provided pursuant to
Collocation at the Digital Signal Cross Connect, Main Distribution Frame or
other suitable frame or panel between (i) the Collocating Party's equipment or a
third party's collocated Telecommunications carrier's equipment and (ii) the
equipment or facilities of the Housing Party.
1.19 "Customer" means a third-party residence or business that subscribes
to Telecommunications Services provided by either of the Parties.
1.20 "Customer Listing" means a list containing the names, the telephone
numbers, addresses and zip codes of Customers within a defined geographic area,
except to the extent such Customers have requested not to be listed in a
directory.
1.21 "Delaying Event" means (a) any failure of a Party to perform any of
its obligations set forth in this Agreement, caused in whole or in part (i) the
failure of the other Party to perform any of its obligations set forth in this
Agreement (including the Implementation Schedule and the Grooming Plan), or (ii)
any delay, act or failure to act by Party or its Customer, agent or
subcontractor or (b) any Force Majeure Event.
1.22 "Dialing Parity" is As Defined in the Act.
1.23 "Digital Signal Level" means one of several transmission rates in
the time-division multiplex hierarchy.
1.24 "Digital Signal Level O" or "DSO" means the 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
1.25 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level of
multiplexing.
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1.26 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level
in the time-division multiplex hierarchy. In the time division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
1.27 "Exchange Message Record" or "EAR" means the standard used for
exchange of Telecommunications message information among Telecommunications
providers for billable, non-billable, sample, settlement and study data. EMR
format is contained in Bellcore Practice BR-010-200-010 XXXX Exchange Message
Record.
1.28 "Exchange Access" is As Defined in the Act.
1.29 "Exchange Area" means an area, defined by the Commission, for which
a distinct local rate schedule is in effect.
1.30 "FCC" means the Federal Communications Commission.
1.31 "Fiber-Meet" means an Interconnection architecture method whereby
the Parties physically Interconnect their networks via an optical fiber
interface (as opposed to an electrical interface) at a mutually agreed upon
location at which one Party's responsibility for service begins and the other
Party's responsibility ends.
1.32 "HDS1" or "High-Bit Rate Digital Subscriber Line" means a
transmission technology which transmits up to a DS1-level signal, using any one
of the following line codes 2 Binary / 1 Quartenary ("2B1Q"), Carrierless AM/PM,
Discrete Multitone ("DMT"), or 3 Binary / 1 Octel ("3B1O").
1.33 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information services
platform (e.g., 976).
1.34 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) local Loop transmission paths combined into a 1.544 Mbps digital signal
which integrates within the switch at a DS1 level.
1.35 "Interconnection" means the Telephone Exchange Service traffic and
Exchange Access traffic.
1.36 "Interexchange Carrier" or YXC means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.37 "Interim Telecommunications Number Portability" or "INP" is As
Described in the Act.
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1.38 "InterLATA" is As Defined in the Act.
1.39 "Integrated Services Digital Network" or "ISDN" means a switched
network service that provides end-to-end digital connectivity for the
simultaneous transmission of voice and data. Basic Rate Interface-ISDN (BRI-
ISDN) provides for a digital transmission of two 64 kbps bearer channels and one
16 kbps data channel (2B+D).
1.40 "Intellectual Property" means copyrights, patents, trademarks,
trade-secrets, mask works and all other intellectual property rights.
1.41 "IntraLATA Toll Traffic" means all intraLATA calls other than Local
Traffic calls.
1.42 "Listing Update(s)" means information with respect to Customers
necessary for Publisher to publish directories under this Agreement in a form
and format acceptable to Publisher. For Customers whose telephone service has
changed since the last furnished Listing Update because of new installation,
disconnection, change in address, change in name, change in non-listed or non-
published status, or other change which may affect the listing of the Customer
in a directory. Listing Updates shall also include information necessary in
order for Publisher to undertake initial delivery and subsequent delivery of
directories, including mailing addresses, delivery addresses and quantities of
directories requested by a Customer. In the case of Customers who have
transferred service from another LEC to Focal without change of address, Listing
Updates shall also include the Customer's former listed telephone number and
former LEC, if available. Similarly, in the case of Customers who have
transferred service from Focal to another LEC, Listing Updates shall also
include the Customer's referral telephone number and new LEC, if available.
1.43 "Local Access and Transport Area" or "LATA" is As Defined in the
Act.
1.44 "Local Exchange Carrier" or "LEC" is As Defined in the Act.
1.45 "Local Loop Transmission" or "Loop" means the entire transmission
path which extends from the network interface device or demarcation point at a
Customer's premises to the Main Distribution Frame or other designated frame or
panel in a Party's Wire Center which serves the Customer. Loops are defined by
the electrical interface rather than the type of facility used.
1.46 "Local Traffic" means a call of which the distance is fifteen (15)
miles or less as calculated by using the V&H coordinates of the originating Now
and the V&H coordinates of the terminating NXX, or as otherwise determined by
the FCC or the Commission for purposes of Reciprocal Compensation.
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1.47 "Losses" means any and all losses, costs (including court costs),
claims, damages (including fines, penalties, and criminal or civil judgments and
settlements), injuries, liabilities and expenses (including attorneys' fees).
1.48 "Main Distribution Frame" means the distribution frame of the Party
providing the Loop used to interconnect cable pairs and line and trunk equipment
terminals on a switching system.
1.49 "Meet-Point Billing" means the process whereby each Party bills the
appropriate tariffed rate for its portion of a jointly provided Switched
Exchange Access Service as agreed to in the Agreement for Switched Access Meet
Point Billing.
1.50 "Network Element" is As Defined in the Act.
1.51 "North American Numbering" or "NANP" means the numbering plan used
in the United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and Digit line number.
1.52 Number Portability" is As Defined in the Act.
1.53 "NXX" means the three-digit code which appears as the first three
digits of a seven digit telephone number.
1.54 "Party" means either Ameritech or Focal, and "Parties" means
Ameritech and Focal.
1.55 "Sport" means a termination on a Central Office Switch that permits
Customers to send or receive Telecommunications over the public switched
network, but does not include switch features or switching functionality.
1.56 "Premises" mean the portion of any of the following buildings,
structures or facilities in which a Housing Party has the exclusive right of
occupancy a Housing Party's Central Offices and serving Wire Centers, as well as
all buildings or similar structures owned or leased by such Housing Party that
house its network facilities, and all structures that house such Housing Party's
facilities on public rights-of-ways, including but not limited to vaults
containing loop concentrators or similar structures.
1.57 "Primary Listing" means the single directory listing provided to
Customers by Publisher under the terms of this Agreement. Each telephone
configuration that allows a terminating call to xxxx for an available time among
a series of lines shall be considered a single Customer entitled to a single
primary listing.
1.58 "Publisher" means Ameritech's White Pages Directories publisher.
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1.59 "Rate Center" means the specific geographic point which has been
designated by a given LEC as being associated with a particular NPA-NXX code
which has been assigned to the LEC for its provision of Telephone Exchange
Service. The Rate Center is the finite geographic point identified by a specific
V&H coordinate, which is used by that LEC to measure, for billing purposes,
distance sensitive transmission services associated with the specific Rate
Center; provided that a Rate Center cannot exceed the boundaries of an Exchange
Area as defined by the Commission.
1.60 "Reciprocal Compensation" is As Described in the Act.
1.61 "Resale Listing" means a list containing the names, the telephone
numbers, addresses and zip codes of Customers of Focal within the defined
geographic area, except to the extent such Customers of Focal have requested not
to be listed in a directory.
1.62 "Routing Point" means a location which a LEC has designated on its
own network as the homing (routing) point for inbound traffic to one or more of
its NPA-NXX codes. The Routing Point is also used to calculate mileage
measurements for the distance-sensitive transport element charges of Switched
Exchange Access Services. Pursuant to Xxxx Communications Research, Inc.
("Bellcore") Practice BR 795-100100 (the "Bellcore Practice"), the Routing Point
(referred to as the Rating Point" in such Bellcore Practice) may be an End
Office Switch location, or a "LEC Consortium Point of Interconnection."
Pursuant to such Bellcore Practice, each "LEC Consortium Point of
Interconnection" shall be designated by a common language location identifier
(CLL1) code with (x)KD in positions 9, 10, 11, where (x) may be any alphanumeric
A-Z or 0-9. The Routing Point must be located within the LATA in which the
corresponding NPA-NXX is located. However, Routing Points associated with each
NPA-NXX need not be the same as the corresponding Rate Center, nor must there be
a unique and separate Routing Point corresponding to each unique and separate
Rate Center; provided only that the Routing Point associated with a given NPA-
NXX must be located in the same LATA as the Rate Center associated with the NPA-
NXX.
1.63 "Service Control Point" or "SCP" is As Defined in the Act.
1.64 "Signaling End Point" or "SEP" means a signaling point, other than
an STP, which serves as a source or a repository for CCIS messages.
1.65 "Signaling Transfer Point" or "STP" is As Defined in the Act.
1.66 "Switched Exchange Access Service" means the offering of
transmission or switching services to Telecommunications Carriers for the
purpose of the origination or termination of Telephone Toll Service. Switched
Exchange Access Services include Feature Group A, Feature Group B. Feature
Group D, 800/888 access, and 900 access and their successors or similar Switched
Exchange Access Services.
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1.67 "Asynchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-1/STS-1) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.68 "Technically Feasible Point" is As Described in the Act.
1.69 "Telecommunications" is As Defined in the Act.
1.70 "Telecommunications Act" means the Telecommunications Act of 1996
and any rules and regulations promulgated thereunder.
1.71 "Telecommunications Carrier" is As Defined in the Act.
1.72 "Telecommunications Service" is As Defined in the Act.
1.73 "Telephone Exchange Service" is As Defined in the Act.
1.74 "Telephone Toll Service" is As Defined in the Act.
1.75 "White Pages Directories" mean directories or the portion of co-
bound directories which include a list in alphabetical order by name of the
telephone numbers and addresses of telecommunication company customers.
1.76 "Wire Center" means an occupied structure or portion thereof in
which a Party has the exclusive right of occupancy and which serves as a Routing
Point for Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. The headings of the Sections are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
Ameritech or other third party offerings, guides or practices), statute,
regulation, rule or tariff is to such agreement, instrument, statute,
regulation, rule or tariff as amended and supplemented from time to time (and,
in the case of a statute, regulation, rule or tariff, to any successor
provision).
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3.0 IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION DATES.
Subject to the terms and conditions of this Agreement, Interconnection of
the Parties' facilities and equipment pursuant to Section 4.0 for the
transmission and routing of Telephone Exchange Service traffic and Exchange
Access traffic shall be established on or before the corresponding
"Interconnection Activation Date" shown for each such LATA on Schedule 3.0.
Schedule 3.0 may be revised and supplemented from time to time upon the mutual
agreement of the Parties to reflect the Interconnection of additional LATAs
pursuant to Section 4.4 by attaching one or more supplementary schedules to such
schedule.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2).
4.1 Scope
Section 4.0 describes the physical architecture for Interconnection of the
Parties' facilities and equipment for the transmission and routing of Telephone
Exchange Service traffic and Exchange Access traffic between the respective
business and residential customers of the Parties pursuant to Section 251(c)(2)
of the Act. Each Party shall make available to the other Party the same
Interconnection methods on the same rates, terms and conditions. Sections 5.0
and 6.0 prescribe the specific logical trunk groups (and traffic routing
parameters) which will be configured over the physical connections described in
this Section 4.0 related to the transmission and routing of Telephone Exchange
Service traffic and Exchange Access traffic, respectively. Other trunk groups,
as described in this Agreement, may be configured using this architecture.
4.2 Interconnection Points and Methods
4.2.1 In each LATA identified on Schedule 3.0, Focal Ameritech
shall Interconnect their networks at the correspondingly identified Ameritech
and Focal Wire Centers on Schedule 3.0 for the transmission and muting within
that LATA of Telephone Exchange Service traffic and Exchange Access traffic
pursuant to Section 251(c)(2) of the Act.
4.2.2 Interconnection in each LATA shall be accomplished through
either (i) Ameritech leased transport facilities, (ii) Collocation as provided
in Section 12.0, (iii) a Fiber-Meet as provided in Section 4.5 or (iv) any other
Interconnection method to which the Parties may agree in advance of the
applicable Interconnection Activation date for a given LATA and which is
consistent with the Act (including Utilizing Conventional metallic twisted pair
cable).
4.3 Ameritech Leased Transport
If the Parties Interconnect their networks using Ameritech leased transport
facilities, Focal shall obtain from Ameritech facilities for the transmission of
Traffic from Focal to
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Ameritech. Ameritech shall provide Focal with DS1 and DS3 transport facilities
on fiber circuits provisioned in a SONET ring configuration, subject to the
availability of such circuits. Ameritech shall charge Focal for these circuits
at the tariffed rate for such services. Ameritech shall be responsible for
providing facilities for the transmission of traffic from Ameritech to Focal.
4.4 Collocation.
With respect to collocation for Interconnection only, if the Parties use
one-way trunks, each party shall be responsible for providing facilities for the
transmission of its own traffic to the other Party. If the Parties use two-way
trunks, each Party shall be responsible for providing one-half of the circuits
between their networks. This arrangement applies only to Interconnection; Focal
shall be solely responsible for providing the facilities it uses to access
Ameritech unbundled Network Elements through Collocation.
4.5 Fiber-Meet.
4.5.1 If the Parties Interconnect their networks pursuant to a
Fiber-Meet, the Parties shall jointly engineer and operate a single Synchronous
Optical Network ("SONET") transmission system. The Parties shall jointly
determine and agree upon the specific Optical Line Terminating Multiplexor
("OLTM") equipment to be utilized at each end of the SONET transmission system.
If the Parties cannot agree on the OLTM, the following decision criteria shall
apply to the selection of the OLTM:
(a) First, the type of OLTM equipment utilized by both Parties
within the LATA. Where more than one type of OLTM equipment is used in
common by the Parties within the LATA, the Parties shall choose from among
the common types of OLTM equipment according to the method described in
subsection (c) below;
(b) Second, the type of OLTM equipment utilized by both Parties
anywhere Outside the LATA. Where more than one type of OLTM equipment is
used in common by the Parties outside the LATA, the Parties shall choose
from among the common types of OLTM equipment according to the method
described in subsection (c) below; and
(c) Third, the Party first selecting the OLTM equipment shall be
determined by lot and the choice to select such OLTM equipment shall
thereafter alternate between the Parties.
4.5.2 Ameritech shall, wholly at its own expense, procure, install
and maintain the agreed upon OLTM equipment in the Ameritech Interconnection
Wire Center ("AIWC") identified for each LATA set forth on Schedule 3.0, in
capacity sufficient and maintain all logical trunk groups prescribed by Sections
5.0 and 6.0.
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4.5.3 Focal shall, wholly at its own expense, procure, install and
maintain the agreed upon OLTM equipment in the Focal Interconnection Wire Center
("FIWC") identified for that LATA in Schedule 3.0, in capacity sufficient to
provision and maintain all logical trunk groups prescribed by Sections 5.0 and
6.0.
4.5.4 Ameritech shall designate a manhole or other suitable entry-
way immediately outside the AIWC as a Fiber-Meet entry point, and shall make all
necessary preparations to receive, and to allow and enable Focal to deliver,
fiber optic facilities into that manhole with sufficient spare length to reach
the OLTM equipment in the AIWC. Focal shall deliver and maintain such strands
wholly at its own expense.
4.5.5 Focal shall designate a manhole or other suitable entry-way
immediately outside the FIWC as a Fiber-Meet entry point, and shall make all
necessary preparations to receive, and to allow and enable Ameritech to deliver,
fiber optic facilities into that manhole with sufficient spare length to reach
the OLTM equipment in the FIWC. Ameritech shall deliver and maintain such
strands wholly at its own expense.
4.5.6 Focal shall pull the fiber optic strands from the Focal-
designated manhole/entry-way into the FIWC and through appropriate internal
conduits Focal utilizes for fiber optic facilities and shall connect the
Ameritech strands to the OLTM equipment Focal has installed in the FIWC.
4.5.7 Ameritech shall pull the fiber optic strands from the
Ameritech-designated manhole/entry-way into the AIWC and through appropriate
internal conduits Ameritech utilizes for fiber optic facilities and shall
connect the Focal strands to the OLTM equipment Ameritech has installed in the
AIWC.
4.5.8 Each Party shall use its best efforts to ensure that fiber
received from the other Party will enter that Party's Wire Center through a
point separate from that through which the Party's own fiber exited.
4.5.9 Unless otherwise mutually agreed, this SONET transmission
system shall be configured as illustrated in Exhibit B. and engineered,
installed, and maintained as described in this Section 4.0 and in the Grooming
Plan (as defined in Section 8.1).
4.5.10 Each Party shall ensure that each Tandem connection permits
the completion of traffic to all End Offices which subtend that Tandem. Pursuant
to Section 5.0, each Party shall establish and maintain separate trunk groups
connected to each Tandem of the other Party which serves, or is sub-tended by
End Offices which serve, such other Party's Customers within the Exchange Areas
served by such Tandem Switches.
4.5.11 For Fiber-Meet arrangements, each Party will be responsible
for providing its own transport facilities to the Fiber-Meet in accordance with
the Grooming Plan.
- 15 -
4.8.3 The following publications describe the practices procedures
specifications and interfaces generally utility by Ameritech and are listed
herein to assist the Parties in meeting their respective responsibilities
related to Electrical/Optical Interfaces:
(a) Bellcore Technical Publication TR-INS-000342; High Capacity
Digital Special Access Service Transmission Parameter Limits
and Interface Combinations;
(b) Ameritech Technical Publication AM-TR-NIS-000133; Ameritech
OC3 OC12 and OC48 Dedicated Ring Service Interface
Specifications.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT TO
SECTION 251(c)(2)
5.1 Scope of Traffic
Section 5.0 prescribes parameters for trunk groups (the "Local/IntraLATA
Trunks") to be effected over the Interconnections specified in Section 4.0 for
the transmission and routing of Local Traffic and IntraLATA Toll Traffic between
the Parties respective Telephone Exchange Service Customers and where such
traffic is not presubscribed for carriage by a third party carrier.
5.2 Switching System Hierarchy
5.2.1 For purposes of this Section 5.0 each of the following
Central Office Switches shall be designated as a "Primary Switch":
(a) Each Access Tandem Ameritech operates in the LATA;
(b) The initial switch Focal employs to provide Telephone
Exchange Service in the LATA;
(c) Any Access Tandem Focal may establish for provision of
Exchange Access in the LATA; and
(d) Any additional switch Focal may subsequently employ to
provide Telephone Exchange Service in the LATA which Focal
may at its sole option designate as a Primary Switch;
provided that the total number of Focal Primary Switches for
a LATA may not exceed the total number of Ameritech s
Primary Switches for that LATA. To the extent Focal chooses
to designate any additional switch as a Primary Switch, it
shall provide notice to Ameritech of such
- 17 -
designation at least ninety (90) days in advance of the date
on which Focal activates such switch as a Primary Switch.
5.2.2 Each Central Office Switch operated by the Parties which is
not designated as a Primary Switch pursuant to Section 5.2.1 shall be designated
as a "Secondary Switch".
5.2.3 For purposes of Focal routing traffic to Ameritech, sub-
tending arrangements between Ameritech Primary Switches and Ameritech Secondary
Switches shall be the same as the Access Tandem/End Office subtending-
arrangements which Ameritech maintains for those switches. For purposes of
Ameritech routing traffic to Focal, subtending arrangements between Focal
Primary Switches and Focal Secondary Switches shall be the same as the Access
Tandem/End Office sub-tending arrangements which Focal maintains for those
switches.
5.3 Trunk Group Architecture and Traffic Routing
The Parties shall jointly engineer and configure Local/IntraLATA Trunks
over the physical Interconnection arrangements as follows:
5.3.1 The Local/IntraLATA Trunks shall be provided via one-way
trunk groups or, at the request of Focal, two-way trunks. Once two-way trunks
are employed, Focal shall provide to Ameritech a PLU or actual minutes of use.
5.3.2 Notwithstanding anything to the contrary in this Section
5.0, if the two-way traffic volumes between any two Central Office Switches
(whether Primary-Primary, Primary-Secondary or Secondary-Secondary) at any time
exceeds the CCS busy hour equivalent of one DS1, the Parties shall within sixty
(60) days after such occurrence add trunks or establish new direct trunk groups
to the applicable End Offices consistent with the grades of service and quality
parameters set forth in the Grooming Plan; provided, however, nothing in this
Section 5.3 shall require a Party to establish new direct trunk groups to such
End Offices on or before the date which is one-hundred and twenty (120) days
after the applicable Interconnection Activation Date; provided, however, that if
such traffic volume is exceeded within such one hundred and twenty (120) day
period, such Party shall establish new direct trunk groups on the date which is
the later of (i) sixty (60) days after such occurrence or (ii) one-hundred and
twenty-one (121) days after the Interconnection Activation Date.
5.4 Interim Use of 1-Way Trunks
Either Party may unilaterally elect, by providing notice to the other Party
not less than seventy-five (75) days in advance of an applicable Interconnection
Activation Date, to employ 1-way trunk groups for an interim period (the "1-Way
Trunk Period") not to exceed one hundred and twenty (120) days after the
Interconnection Activation Date; provided that the Parties shall
- 18 -
transition all 1-way trunks established under this Section 5.4 to 2-way trunks
on or before the last day of such 1-Way Trunk Period.
5.5 Signaling
5.5.1 Where available, CCIS signaling shall be used by the Parties
to set up calls between the Parties' Telephone Exchange Service networks. If
CCIS signaling is unavailable, MF (Multi-Frequency) signaling shall be used by
the Parties. Each Party shall charge the other Party equal and reciprocal rates
for CCIS signaling in accordance with applicable tariffs.
5.5.2 The following list of publications describe the practices,
procedures and specifications generally utilized by Ameritech for signaling
purposes and are listed herein to assist the Parties in meeting their respective
Interconnection responsibilities related to Signaling.
(a) Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling.
(b) Ameritech Supplement AM-TR-OAT 000069, Common Channel
Signaling Network Interface Specifications.
5.5.3 The Parties will cooperate on the exchange of Transactional
Capabilities Application Part (TCAP) messages to facilitate interoperability of
CCIS-based features between their respective networks, including all CLASS
features and functions, to the extent each Party offers such features and
functions to its Customers. All CCIS signaling parameters will be provided
including, without limitation, calling party number (CPN), originating line
information (OLI), calling party category and charge number.
5.5.4 Where available and upon the request of the other Party,
each Party shall cooperate to ensure that its trunk groups are configured
utilizing the B8ZS ESF protocol for 64 kbps clear channel transmission to allow
for ISDN interoperability between the Parties' respective networks.
5.6 Grades of Service
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Grooming Plan.
5.7 Measurement and Billing
5.7.1 For billing purposes, each Party shall pass CalLing Party
Number (CPN) information on each call carried over the Local/IntraLATA Trunks;
provided that so long
- 19 -
as the percentage of calls passed with CPN is greater than ninety percent (90%),
all calls exchanged without CPN information shall be billed as either Local
Traffic or IntraLATA Toll Traffic in direct proportion to the minutes of use of
calls exchanged with CPN information.
5.7.2 Measurement of Telecommunications traffic billed hereunder
shall be (i) in actual conversation seconds for Local Traffic and (ii) in
accordance with applicable tariffs for all other types of Telecommunications
traffic.
5.8 Reciprocal Compensation Arrangements--Section 251(b)(5).
5.8.1 Reciprocal Compensation applies for transport and
termination of Local Traffic by Ameritech or Focal which a Telephone Exchange
Service Customer originates on Ameritech's or Focal's network for termination on
the other Party's network. The Parties shall compensate each other for such
transport and termination of Local Traffic at the rate provided in the Pricing
Schedule.
5.8.2 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Int=LATA Toll Traffic shall continue to be
governed by the terms and conditions of the applicable federal and state
tariffs.
5.8.3 Each Party shall charge the other Party its effective
applicable Federal and State tariffed intraLATA FGD switched access rates for
the transport and termination of all IntraLATA Toll Traffic.
5.8.4 Compensation for transport and termination of all traffic
which has been subject to performance of INP by one Party for the other Party
pursuant to Section 13.0 shall be as specified in Section 13.5.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO SECTION
251(c)(2).
6.1 Scope of Traffic.
Section 6.0 prescribes parameters for certain trunk groups ("Access Toll
Connecting Trunks") to be established over the Interconnections specified in
Section 4.0 for the transmission and routing of Exchange Access traffic between
Focal Telephone Exchange Service Customers and Interexchange Carriers.
6.2 Trunk Group Architecture and Traffic Routing
6.2.1 The Parties shall jointly establish Access Toll Connecting
Trunks by which they will jointly provide Tandem-transported Switched Exchange
Access Services to
- 20 -
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic from/to Focal's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Focal' Customers to connect
to or be connected to the Interexchange trunks of any Interexchange Carrier
which is connected to an Ameritech access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Focal utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to an Access Tandem Switch
Ameritech utilizes to provide Exchange access in such LATA.
6.2.4 The Parties shall jointly determine which access Tandem(s)
will be sub-tended by each Focal End Office Switch. Except as otherwise agreed
by the Parties, Focal or as required by the FCC or the Commission, each Focal
End Office Switch shall subtend each access Tandem in each LATA identified on
Schedule 3.0, as currently required. However, the Parties shall work towards a
resolution of technical issues that, consistent with then existing FCC
requirements, allows each Focal End Office Switch to subtend the access Tandem
nearest to the Routing Point associated with the Now codes assigned to that End
Office Switch and shall not require that a single Focal End Office Switch
subtend multiple access Tandems, even in those cases where such End Office
Switch serves multiple Rate Centers.
6.2.5 Only those valid codes served by an End Office may be
accessed through a direct connection to that End Office.
6.3 Meet-Point Billing Arrangements
Meet-Point Billing arrangements between the Parties for jointly-provided
Switched Exchange Access Services on Access Toll Connecting Trunks will be
governed by the terms and conditions of the Agreement For Switched Access Meet
Point Billing and shall be billed at each Party's applicable switched access
rates.
7.0 TRANSPORTATION AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 Information Services Traffic
7.1.1 Each Party shall route Information Service Traffic which
originates on its own network to the appropriate information services
platform(s) connected to the other Party's network over the Local/IntraLATA
Trunks.
7.1.2 The Party ("Originating Party") on whose network the
Information Services Traffic originated shall provide an electronic file
transfer or monthly magnetic tape
- 21 -
containing recorded call detail information to the Party ("Terminating Party")
to whose information platform the Information Services Traffic terminated.
7.1.3 The Terminating Party shall provide to the Originating Party
via electronic file transfer or magnetic tape all necessary information to rate
the Information Services Traffic to the Originating Party's Customers pursuant
to the Terminating Party's agreements with each information provider.
7.1.4 The Originating Party shall xxxx and collect such
information provider charges and remit the amounts collected to the Terminating
Party less
(a) The Information Services Billing and Collection fee set
forth on the Pricing Schedule; and
(b) An uncollectibles reserve calculated based on the
uncollectibles reserve in the Terminating Party's billing
and collection agreement with the applicable information
provider; and
(c) Customer adjustments provided by the Originating Party.
The Originating Party shall provide to the Terminating Party sufficient
information regarding uncollectibles and Customer adjustments. The Terminating
Party shall pass through the adjustments to the information provider. Final
resolution regarding all disputed adjustments shall be solely between the
Originating Party and the information provider.
7.1.5 Nothing in this Agreement shall restrict either Party from
offering to its Exchange Service Customers the ability to block the completion
of Information Service Traffic.
7.1.6 Nothing in this Agreement shall restrict either Party from
interconnecting directly with Information Service Providers and from acting as
both the Originating Party and the Terminating Party.
7.2 BLV/BLVI Traffic
7.2.1 Busy Line Verification ("BLV") is performed when one Party's
Customer requests assistance from the operator bureau to determine if the called
line is in use, however, the operator bureau will not complete the call for the
Customer initiating the BLV inquiry. Only one BLV attempt will be made per
Customer operator bureau call, and a charge shall apply whether or not the
called party releases the line.
7.2.2 Busy Line Verification Interrupt ("BLVI") is performed when
one Party's operator bureau interrupts a telephone call in progress after BLV
has occurred. The operator bureau will interrupt the busy line and inform the
called party that there is a call
- 22 -
waiting. The operator bureau will only interrupt the call and will not complete
the telephone call of the Customer initiating the BLVI request. The operator
bureau will make only one BLVI attempt per Customer operator telephone call and
the applicable charge applies whether or not the called party releases the line.
7.2.3 Each Party's operator bureau shall accept BLV and BLVI
inquiries from the operator bureau of the other Party in order to allow
transparent provision of BLV/BLVI Traffic between the Parties' networks.
7.2.4 Each Party shall route BLV/BLVI Traffic inquiries over
separate direct trunks (and not the Local/IntraLATA Trunks) established between
the Parties' respective operator bureaus. Unless otherwise mutually agreed, the
Parties shall configure BLV/BLVI trunks over the Interconnection architecture
defined in Section 4.0, consistent with the Grooming Plan. Each Party shall
compensate the other Party for BLV/BLVI Traffic as set forth on the Pricing
Schedule.
7.3 Transit Service
7.3.1 In addition to the Interconnection and other services
provided to Focal by Ameritech under this Agreement that are required under the
Act, Ameritech shall also provide Transit Service to Focal on the terms and
conditions set forth in this Section 7.3.
7.3.2 "Transit Service" means the delivery of certain traffic
Focal and a third party LEC, ILEC or CMRS provider by Ameritech over the
Local/IntraLATA Trunks. The following traffic types will be delivered (i) Local
Traffic and IntraLATA Toll Traffic originated from Focal to such third party
LEC, ILEC or CMRS provider and (ii) IntraLATA Toll Traffic originated from such
third party LEC, ILEC or CMRS provider and terminated to Focal where Ameritech
carries such traffic pursuant to the Commission's Primary Toll Carrier ("PTC")
plan or other similar plan. Transit service is only provided at Ameritech's
access Tandem.
7.3.3 The Parties shall compensate each other for Transit Service
as follows:
(a) For Local Traffic and IntraLATA Toll Traffic originating
from Focal that is delivered over the Transit Service
("Transit Traffic")
(1) Focal shall
(A) Pay to Ameritech a Transit Service charge as set
forth in the Pricing Schedule; and
(B) Reimburse Ameritech for any charges, including
switched access charges, that a third party T
Or,
- 23 -
IT PC or CMRS provider with whom Ameritech does
not have a Transit Service agreement similar to
that set forth in this Section imposes or levies
on Ameritech for delivery or termination of any
such Transit Traffic.
(2) Ameritech shall remit to Focal any access charges
Ameritech receives from such third party LEC, IT PC
or CMRS provider in connection with the delivery of
such Transit Traffic.
(b) For Local Traffic and IntraLATA Toll Traffic that is to be
terminated to Focal from a third party T Or, ALEC or CMRS
provider (i) that is not subject to PTC arrangements
(regardless of whether Ameritech is the PTC) and (ii)
Ameritech has a transiting arrangement with such third party
LEC, ALEC or CMRS provider which authorizes Ameritech to
deliver such traffic to Focal (bother Party Transit
Agreements), then Ameritech shall deliver such Local Traffic
and IntraLATA Toll Traffic to Focal in accordance with the
terms and conditions of such Other Party Transit Agreement
and such third party T Or, ILEC or CMRS provider (and not
Focal) shall be responsible to pay Ameritech the applicable
Transit Service charge.
(c) For IntraLATA Toll Traffic is subject to a PTC arrangement
and where Ameritech is the PTC, Ameritech shall deliver such
IntraLATA Toll Traffic to or from Focal in accordance with
the terms and conditions of such PTC arrangement.
7.3.4 While the Parties agree that it is the responsibility of
each third party LEC, ILEC or CMRS provider to enter into arrangements to
deliver Local Traffic and IntraLATA Toll Traffic to Focal, they acknowledge that
such arrangements are not currently in place and an interim arrangement is
necessary to ensure traffic completion. Accordingly, until the earlier of (i)
the date on which either Party has entered into an arrangement with such third
party LEC, ILEC or CMRS provider-to deliver Local Traffic and IntraLATA Toll
Traffic to Focal or (ii) one hundred eighty (180) days after the earliest
Interconnection Activation Date, Ameritech will provide Focal with Transit
Service. However, if the aforementioned arrangements are not entered into by
such one hundred eighty (180) days, and subject to any Applicable Laws, either
Party may block such Local and IntraLATA Toll Traffic delivered to Focal from
the originating third party LEC, ILEC or CMRS provider.
7.3.5 Ameritech expects that all networks involved in transit
traffic will deliver each call to each involved network with CCIS and the
appropriate Transactional Capabilities Application Part ("TCAP") message to
facilitate full interoperability and billing
- 24 -
functions and, to the extent such CCIS and TCAP messages are delivered by the
originating third party LEC, IT FC or CMRS provider, Ameritech will deliver such
information to the terminating third party LEC, ARC or CMRS provider. In all
cases, Focal is responsible to follow the Exchange Message Record ("EMR")
standard and exchange records with both Ameritech and the terminating LEC, ILEC
or CMRS provider to facilitate the billing process to the originating network.
8.0 GROOMING PLAN AND INSTALLATION, MAINTENANCE, TESTING AND REPAIR.
8.1 Grooming Plan. On or before _____________, 1996, Focal and Ameritech
shall jointly develop a grooming plan (the "Grooming Plan") which shall define
and detail, inter alia,
(a) standards to ensure that Interconnection trunk groups
experience a grade of service, availability and quality
which is comparable to that achieved on interoffice trunks
within Ameritech's network and in accord with all
appropriate relevant industry-accepted quality, reliability
and availability standards;
(b) the respective duties and responsibilities of the Parties
with respect to the administration and maintenance of the
trunk groups, including but not limited to standards and
procedures for notification and discoveries of trunk
disconnects;
(c) maintenance of the SONET transmission system;
(d) disaster recovery provision escalations; and
(e) such other matters as the Parties may agree.
8.2 Operation and Maintenance. Each Party shall be solely responsible for
the installation, operation and maintenance of equipment and facilities provided
by it for Interconnection, subject to compatibility and cooperative testing and
monitoring and the specific operation and maintenance provisions for equipment
and facilities used to provide Interconnection. Operation and maintenance of
equipment in Virtual Collocation shall be governed by applicable tariff.
8.3 Installation, Maintenance, Testing and Repair. Ameritech's standard
intervals for Feature Group D Exchange Access Services will be used for
Interconnection as specified in the Ameritech Dedicated and Switched Common
Service Switched Access and Exchange Interval Guide, AM-TR-F-000066. Focal shall
meet the same intervals for comparable installations, maintenance, joint
testing, and repair of its facilities and services
- 25 -
associated with or used in conjunction with Interconnection or shall notify
Ameritech of its inability to do so and will negotiate such intervals in good
faith.
9.0 UNBUNDLED ACCESS--SECTION 251(c)(3).
9.1 Local Loop Transmission Types
Subject to Section 9.4, Ameritech shall allow Focal to access the following
Loop types (in addition to those Loops available under applicable tariffs)
unbundled from local switching and local transport in accordance with the terms
and conditions set forth in this Section 9.1
9.1.1 "2-Wire Analog Voice Grade Loops" or "Analog 2W" which
support analog transmission of 300-3000-Hz, repeat loop start, loop reverse
battery, or ground start seizure and disconnect in one direction (toward the End
Office Switch), and repeat ringing in the other direction (toward the Customer).
Analog 2W include Loops sufficient for the provision of PBX trunks, pay
telephone lines and electronic key system lines. Analog 2W will be provided in
accordance with the specifications, interfaces, and parameters described in
Technical Reference AM TR-TMO-000122, Ameritech Unbundled Analog Loops;
9.1.2 "4-Wire Analog Voice Grade Loops" or "Analog 4W" which
support transmission of voice grade signals using separate transmit and receive
paths and terminate in a 4-wire electrical interface. Analog 4W will be provided
in accordance with the specifications, interfaces, and parameters described in
Technical Reference AM TR-TMO 000122, Ameritech Unbundled Analog Loops;
9.1.3 "2-Wire ISDN Digital Grade Links or "BRI ISDN. which support
digital transmission of two 64 kbps bearer channels and one 16 kbps data
channel. BRI ISDN is a 2B+D Basic Rate Interface-Integrated Services Digital
Network (BRI-ISDN) Loop which will meet national ISDN standards and conform to
Technical Reference XX-XX-XXX-000000, Xxxxxxxxx Unbundled Digital Loops
(including ISDN).
9.1.4 "2-Wire ADS1-Compatible Loop. or "ADS1 2W" is a transmission
path which facilitates the transmission of up to a 6 Mbps digital signal
downstream (toward the Customer) and up to a 640 kpbs digital signal upstream
(away from the Customer) while simultaneously carrying an analog voice signal.
An ADS1-2W is provided over a 2-Wire non-loaded twisted copper pair provisioned
using revised resistance design guidelines and meeting ANSI Standard
T1.413-1995-007R2. An ADS1-2W terminates in a 2-wire electrical interface at the
Customer premises and at the Ameritech Central Office frame. ADS1 technology can
only be deployed over Loops which extend less than 18K ft. from Ameritech's
Central Office. ADS1 compatible Loops are only available where existing copper
facilities can meet the ANSI T1.413-1995 007R2 specifications.
9.1.5 "2-Wire HDS1-Compatible Loop" or "HDS1 2W" is a transmission
path which facilitates the transmission of a 768 kbps digital signal over a 2-
Wire non-loaded
- 26 -
twisted copper pair meeting the specifications in ANSI.T1E1 Committee Technical
Report Number 28. HDS1 compatible Loops are available only where existing copper
facilities can meet the T1E1 Technical Report Number 28 specifications.
9.1.6 "4-Wire HDS1-Compatible Loop" or "HDS1 4W" is a transmission
path which facilitates the transmission of a 1.544 Mbps digital signal over two
2-Wire non-loaded twisted copper pairs meeting the specifications in ANSI T1E1
Committee Technical Report Number 28. HDS1 compatible Loops are available only
where existing copper facilities can meet the T1E1 Technical Report Number 28
specifications.
9.1.7 Focal may procure Loops from Ameritech either (i) at the
rates set forth in the Pricing Schedule and on the terms and conditions
specified herein or (ii) at the rates and on terms and conditions set forth in
the applicable tariffs.
9.2 Port Types and Unbundled Switching
Ameritech shall make available to Focal unbundled Ports and unbundled
switching in accordance with the terms and conditions of and at the rates
specified in applicable state tariffs.
9.3 Private Lines and Special Access
Ameritech shall make available to Focal private lines and special access
services in accordance with the terms and conditions of and at the rates
specified in applicable tariffs.
9.4 Limitations on Unbundled Access
9.4.1 Ameritech shall only be Squired to make available Loops and
Ports where such Loops and Ports are available.
9.4.2 Focal shall access Ameritech's unbundled Network Elements at
the Ameritech Wire Center where those elements exist and each Loop or Port shall
be delivered to Focal by means of a cross connection which in the case of Loops,
is included in the rates set forth in the Pricing Schedule.
9.4.3 Ameritech shall provide Focal access to its unbundled Loops
at each of Ameritech's Wire Centers. In addition, if Focal Quests one or more
Loops serviced by Integrated Digital Loop Carrier or Remote Switching technology
deployed as a Loop concentrator, Ameritech shall, where available, move the
requested Loop(s) to a spare, existing physical Loop at no charge to Focal. If,
however, no spare physical Loop is available, Ameritech shall within forty-eight
(48) hours of Focal's request notify Focal of the lack of available facilities.
Focal may then at its discretion make a Bona Fide Request for Ameritech to
provide the unbundled Loop through the demultiplexing of the integrated
digitized Loop(s). Focal may also make a Bona Fide Request for access to
unbundled Loops at the Loop concentration site point. Notwithstanding anything
to the contrary in this Agreement, the
- 27 -
provisioning intervals set forth in Section 9.6 and the Performance Interval
Dates and Performance Criteria set forth in Section 26.1 shall not apply to
unbundled Loops provided under this Section 9.4.4.
9.4.4 If Focal orders a Loop type and the distance requested on such
Loop exceeds the transmission characteristics as referenced in the corresponding
Technical Reference specified below, distance extensions may be required and
additional rates and charges shall apply as set forth on the Pricing Schedule.
================================================================================
Loop Type Technical Reference/Limitation
--------------------------------------------------------------------------------
Electronic Key Line 2.5 miles
--------------------------------------------------------------------------------
ISDN Bellcore TAR 000393
--------------------------------------------------------------------------------
HDS1 2W T1E1 Technical Report Number 28
--------------------------------------------------------------------------------
HDS1 4W T1E1 Technical Report Number 28
--------------------------------------------------------------------------------
ADS1 2W ANSI T1.413-1995 Specification
================================================================================
9.4.5 Prior to submitting an order for a Network Element, Focal shall
deliver to Ameritech a representation of authorization in the form set forth on
Schedule 9.4.5.
9.5 Availability of Other Network Elements on an Unbundled Basis
9.5.1 Ameritech shall, upon request of Focal, and to the extent
technically feasible, provide to Focal access to its Network Elements for the
provision of Focal Telecommunications Service. Any request by Focal for access
to an Ameritech Network Element that is not already available at the time of
such request shall be treated as a Bona Fide Request.
9.5.2 A Network Element obtained by one Party from the other Party
under this Section 9.5 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.
9.5.3 Notwithstanding anything to the contrary in this Section 9.5,
a Party shall not be required to provide a proprietary Network Element to the
other Party under this Section 9.5 except as required by the Commission or FCC.
- 28 -
9.6 Provisioning of Unbundled Loops
The following coordination procedures shall apply for conversions of "live"
Telephone Exchange Services to unbundled Network Elements
9.6.1 Focal shall request unbundled Loops from Ameritech by
delivering to Ameritech a valid electronic transmittal Service Order (a "Service
Order") using the Ameritech electronic ordering system (as defined in the
Unbundling Product Guide) or another mutually agreed upon system. Within forty-
eight (48) hours of Ameritech's receipt of a Service Order, Ameritech shall
provide Focal the firm order commitment ("FOC") date according to the applicable
Performance Interval Dates set forth in Section 26.1 by which the Loop(s)
covered by such Service Order will be installed.
9.6.2 Ameritech agrees to coordinate with Focal at least forty-
eight hours prior to the due date a scheduled conversion date and time (the
"Scheduled Conversion Time") in the "A.M." (1200 midnight to 1200 noon) or
"P.M." (1200 noon to 1200 midnight) (as applicable, the "Conversion Window).
9.6.3 Ameritech shall test for Focal dial-tone ("Dial Tone Test")
on Focal's Virtual Collocation-digital Loop carrier during a window not greater
than forty-eight (48) hours but not less than eight (8) hours prior to the
Scheduled Conversion Time (or New Scheduled Time as applicable). Ameritech shall
perform the Dial Tone Test on Focal's Virtual Collocated digital Loop carrier at
no charge until June 1, 1997. Thereafter, Focal may request Ameritech to perform
such Dial Tone Test on a time and materials basis at Ameritech's then current
rates. Ameritech shall not perform any Dial Tone Test on any Focal Physically
Collocated digital Loop carrier.
9.6.4 Not less than one hour prior to the Scheduled Conversion
Time, either Party may contact the other Party and unilaterally designate a new
Scheduled Conversion Time (the "New Conversion Time"). If the New Conversion
Time is within the Conversion Window, no charges shall be assessed on or waived
by either Party. If, however, the New Conversion Time is outside of the
Conversion Window, the Party requesting such New Conversion Time shall be
subject to the following:
If Ameritech requests the New Conversion Time, the applicable Line
Connection Charge shall be waived; and
If Focal requests the New Conversion Time, Focal shall be assessed a
Line Connection Charge in addition to the Line Connection Charge
that will be incurred for the New Conversion Time.
9.6.5 Except as otherwise agreed by the Parties for a specific
conversion, the Parties agree that the time interval expected from disconnection
of "live" Telephone
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Exchange Service to the connection of an unbundled Network Element at the Focal
Collocation interface point will be sixty (60) minutes or less. If a conversion
interval exceeds sixty (60) minutes and such delay is caused solely by Ameritech
(and not by a contributing Delaying Event (as defined in Section 26.4)),
Ameritech shall waive the applicable Line Connection Charge for such element. If
Focal has ordered INP with the installation of a Loop, Ameritech will coordinate
the implementation of INP with the Loop conversion during the sixty (60) minute
interval at no additional charge.
9.6.6 If Focal requests or approves an Ameritech technician to
perform services in excess of or not otherwise contemplated by the Line
Connection Service, Ameritech may charge Focal for any additional and reasonable
labor charges to perform such services.
9.7 Maintenance of Unbundled Network Elements
If (i) Focal reports to Ameritech a Customer trouble, (ii) Focal requests a
dispatch, (iii) Ameritech dispatches a technician, and (iv) such trouble was not
caused by Ameritech's facilities or equipment, then Focal shall pay Ameritech a
trip charge of $51.00 per trouble dispatch and time charges of $21.00 per
quarter hour.
10.0 RESALE--SECTIONS 251(c)(4) and 251(b)(1).
10.1 Availability of Wholesale Rates for Resale
Ameritech shall offer to Focal for resale at wholesale rates its local
exchange telecommunications services, as described in Section 251(c)(4) of the
Am, pursuant to the terms and conditions or a separately negotiated agreement
between the Parties.
10.2 Availability of Retail Rates for Resale
Each Party shall make available its Telecommunications Services for resale
at retail rates to the other Party in accordance with Section 251(b)(1) of the
Act.
11.0 NOTICE OF CHANGES--SECTION 251(c)(5).
If a Party makes a change in its network which it believes will materially
affect the inter-operability of its network with the other Party, the Party
making the change shall provide at least ninety (90) days advance written notice
of such change to the other Party or within such other time period as determined
by the FCC or the Commission and their respective rules and regulations.
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12.0 COLLOCATION--SECTION 251(c)(6).
12.1 Ameritech shall provide to Focal Physical Collocation of
equipment necessary for Interconnection (pursuant to Section 4.0) or for access
to unbundled Network Elements (pursuant to Section 9.0), except that Ameritech
may provide for Virtual Collocation if Ameritech demonstrates to the Commission
that Physical Collocation is not practical for technical reasons or because of
space limitations, as provided in Section 251(c)(6) of the Act. Ameritech shall
provide such Collocation for the purpose of Interconnection or access to
unbundled Network Elements.
12.2 Although not required to do so by Section 251(c)(6) of the
Act, by this Agreement, Focal agrees to provide to Ameritech upon Ameritech's
Bona Fide Request by Ameritech, Collocation (at Focal's option either Physical
or Virtual) of equipment for purposes of Interconnection (pursuant to Section
4.0) on a non-discriminatory basis and at comparable rates, terms and conditions
as Focal may provide to other third parties. Focal shall provide such
Collocation subject to applicable tariffs or contracts.
12.3 For both Physical Collocation and Virtual Collocation, the
Collocating Party shall provide its own alternative transport facilities and
terminate those transport facilities in equipment located in its Physical
Collocation space at the Housing Party's premises as described in applicable
tariffs or contracts and purchase Cross Connection to services or facilities as
described in applicable tariffs or contracts.
12.4 The Collocating Party may collocate any type of equipment
used for Interconnection or access to unbundled Network Elements, including the
following types of equipment
(a) OLTM equipment;
(b) multiplexers;
(c) Digital Cross-Connect Panels;
(d) Optical Cross-Connect Panels;
(e) Digital Loop Carrier (utilizing transmission capabilities
only);
(f) Data voice equipment; and
(g) any other transmission equipment collocated as of August 1,
1996 necessary to terminate basic transmission facilities
pursuant to 47C.F.R. (S)(S) 64.1401 and 64.1402.
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A Collocating Party shall not be permitted to collocate switching equipment or
other equipment used to provide enhanced services or to facilitate bobbing
architectures.
12.5 Upon written request to the Housing Party, Collocating Party shall
be permitted to Interconnect its network with that of another collocating
Telecommunications Carrier at the Housing Party's Premises by connecting its
collocated equipment to the collocated equipment of the Other Telecommunications
Carrier via a Cross-Connection; provided that (i) the collocated equipment is
also used for Interconnection with the Housing Party or for access to the
Housing Party's unbundled Network Elements and (ii) if required by the Housing
Party, such Housing Party provides the connection between the equipment in the
collocated spaces via a Cross-connection as described in such Housing Party's
applicable tariffs.
12.6 A Collocating Party may subcontract the construction of its Physical
Collocation space with contractors approved by the Housing Party, which approval
shall not be unreasonably withheld.
SECTION 251(b) PROVISIONS
13.0 NUMBER PORTABILITY -- SECTION 251(b)(2).
13.1 Scope
13.1.1 The Parties shall provide Number Portability on a reciprocal
basis to each other to the extent technically feasible, and in accordance with
rules and regulations as from time to time prescribed by the FCC and/or the
Commission.
13.1.2 Until Number Portability is implemented by the industry
pursuant to regulations issued by the FCC or the Commission, the Parties agree
to provide Interim Telecommunications Number Portability ("BLIMP") to each other
in accordance with Section 271(c)(2)(B)(xi) of the Act through remote call
forwarding, direct inward dialing and NXX migration.
13.1.3 Once Number Portability is implemented pursuant to FCC or
Commission regulation, either Party may withdraw, at any time and at its sole
discretion, its INP offerings, subject to advance notice to the other Party and
coordination to allow the seamless and transparent conversion of INP Customer
numbers to Number Portability. Upon implementation of Number Portability
pursuant to FCC regulation, both Parties agree to conform and provide such
Number Portability.
13.1.4 Neither Party shall be required to provide Number
Portability for non-geographic services (e.g., 500 and 900 NPAs, 976 NXX number
services and coin telephone numbers) under this Agreement.
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13.2 Procedures for Providing INP Through Remote Call Forwarding
Focal and Ameritech will provide INP through Remote Call Forwarding as
follows:
13.2.1 If a Telephone Exchange Service Customer of one Party
("Party A") elects to become a Customer of the other Party ("Party B"), such a
Customer may elect to utilize the original telephone number(s) corresponding to
the Telephone Exchange Service(s) it previously received from Party A, in
conjunction with the Telephone Exchange Service(s) it will now receive from
Party B. Provided that Party A has on file a representation of authorization in
the form set forth in Schedule 9.4.5 and has issued an associated service order
to Party A to assign the number to Party B. Party A will implement an
arrangement whereby all calls to the original telephone number(s) will be
forwarded to a new telephone number(s) designated by Party B. Party A will route
the forwarded traffic to Party B over the appropriate Local/IntraLATA Trunks as
if the call had originated on Party A's network.
13.2.2 Party B will become the customer of record for the original
Party A's telephone numbers subject to the INP arrangements. Party A shall use
its reasonable efforts to consolidate into as few billing statements as possible
for all collect, calling card, and 3rd-number billed calls associated with those
numbers, with sub-account detail by retained number. At Party B's sole
discretion, such billing statement shall be delivered to Party B in an agreed-
upon format via either electronic file transfer, daily magnetic tape, or monthly
magnetic tape.
13.2.3 Party A will update its Line Information Database ("LIDB")
listings for returned numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B.
13.2.4 Within two (2) business days of receiving notification from
the Customer, Party B shall notify Party A of the Customer's termination of
service with Party B. and shall further notify Party A as to that Customer's
instructions regarding its telephone number(s). Party A will reinstate service
to that Customer, cancel the INP arrangements for that Customer's telephone
number(s), or redirect the INP arrangement to another INP-participating-LEC
pursuant to the Customer's instructions at that time.
13.3 Procedures for Providing IMP Through Direct Inward Dial
Upon request, Ameritech shall provide to Focal Interim Number Portability
via Direct Inward Dial Trunks pursuant to applicable tariffs.
13.4 Procedures for Providing INP Through Now Migration
Where either Party has activated an entire NXX for a single Customer, or
activated a substantial portion of an Now for a single Customer with the
remaining numbers in that NXX
- 33 -
either reserved for future use or otherwise unused, if such Customer chooses to
receive service from the other Party, the first Party shall cooperate with the
second Party to have the entire NXX reassigned in the LERG (and associated
industry databases, routing tables, etc.) to an End Office operated by the
second Party. Such transfer will be accomplished with appropriate coordination
between the Parties and subject to appropriate industry lead-times for movements
of NXXs from one switch to another.
13.5 Receipt of Terminating Compensation on Traffic to INP'ed Numbers
The Parties agree that under IMP terminating compensation on calls to
INP'ed numbers should be received by each Customer's chosen LEC as if each call
to the Customer had been originally addressed by the caller to a telephone
number bearing an NPA-N directly assigned to the Customer's chosen LEC. In
order to accomplish this objective where INP is employed, the Parties shall
utilize the process set forth in this Section 13.5 whereby terminating
compensation on calls subject to INP will be passed from the Party (the
"Performing Party") which performs the INP to the other Party (the "Receiving
Party") for whose Customer the INP is provided.
13.5.1 The Parties shall individually and collectively track and
quantify INP traffic between their networks based on the CPN of each call by
identifying CPNs which are INP'ed numbers. The Receiving Party shall charge the
Performing Party for each minute of INP traffic at the INP Traffic Rate
specified in Section 13.5.3 in lieu of any other compensation charges for
terminating such traffic.
13.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective year, based on historic data
of all traffic in the LATA, the percentages of such traffic that if dialed to
telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number) would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) intrastate FGD charges ("Intra Traffic"),
(iii) interstate FGD charges ("Inter Traffic"), or (iv) handling as Local
Traffic under transiting arrangements between the Parties ("Transit Traffic").
On the date which is six (6) months after the Interconnection Activation Date,
and thereafter on each succeeding six month anniversary of such Interconnection
Activation Date, the Parties shall establish new INP traffic percentages to be
applied in the prospective six (6) month period, based on actual INP traffic
percentages from the preceding six (6) month period.
13.5.3 The INP Traffic Rate shall be equal to the sum of
(Recip Traffic percentage times the Reciprocal Compensation Rate set
forth in the Pricing Schedule) (Intra Traffic percentage times
Ameritech's effective intrastate FGD rates) PILL (Inter Traffic
percentage times Ameritech's effective interstate FGD rates).
A rate of zero shall be applied to the Transit Traffic percentage on the
assumption that some portion of such Transit Traffic would otherwise be subject
to other compensation arrangements
- 34 -
and to account for a reasonable level of uncollectibles on terminating
compensation. Interstate and intrastate FGD rates shall be calculated utilizing
the effective interstate and intrastate carrier common line (CCL) rates,
residual interconnection charge (RIC) rate elements, local switching (LS) rate
elements, one-half the local transport termination (LTT) rate elements, and one-
half the local transport facility (LTF) rate elements (assuming a five (5) mile
LII).
13.6 Pricing For Interim Number Portability
Each Party shall comply with the methodology (including recordkeeping)
established by the FCC or the Commission with respect to such Party's recovery
in a competitively neutral manner of its costs to provide Interim Number
Portability. To the extent permitted by the FCC or the Commission, such costs
shall include a Party's costs to deliver calls between the other Party's
Customers via Number Portability.
14.0 DIALING PARITY--SECTION 251(b)(3).
The Parties shall provide Local Dialing Parity to each other as required
under Section 251(b)(3) of the Act.
15.0 DIRECTORY LISTINGS--SECTION 251(b)(3).
15.1 White Pages Directory Listings
Ameritech's white pages directory publisher (Directory) shall include
Focal's Customer Listings and Resale Listings in its White Pages Directories
under the following terms and conditions:
15.1.1 Publisher will publish the Primary Listing of Focal's
Customers and resale Customers located within the geographic scope of
Publisher's directories at no charge.
15.1.2 Listings of Focal's Customers and resale Customers will be
interfiled with listings of subscribers of Ameritech and other LCCs serving the
same geographic area where such listings are included within a directory.
15.1.3 Upon reasonable request, Publisher shall provide Focal with
copies of such listings prior to publication in such form and format as may be
mutually agreed to by the Parties. Both Parties shall use their best efforts to
ensure the accurate listing of such information.
15.1.4 Publisher must receive all Focal's Customer Listings and
Resale Listings prior to the service order close date for the directory in which
those listings are to appear. Publisher will provide Focal with appropriate
service order close dates within thirty (30) days of this information becoming
available.
- 35 -
15.1.5 Publisher may include, at no charge, Focal Customer Listings
and Resale Listings in other directories published by Publisher or its
affiliate.
15.1.6 Nothing in this Agreement shall restrict Ameritech's
Publisher's authority as publisher of the directories from altering the
geographic scope, directory life, headings, content or format of the
directories.
15.2 Listing and Listing Dates
Focal will provide Customer Listings and Listing Updates to Publisher on a
non-exclusive basis as follows
15.2.1 Focal shall provide its Customer Listings to Publisher in a
form and format acceptable to Publisher.
15.2.2 Within one business day of installation, disconnection or
other change in service (including change of non-listed or non-published status)
affecting the directory assistance database or the directory listing of a
Customer, Focal shall provide Listing Updates to Publisher in a form and format
acceptable to Publisher.
15.2.3 Focal will cooperate with Publisher to develop a cost-
effective, mutually satisfactory, mechanized or electronic process for the
provision of Focal's Listing Updates to Publisher. Mechanization shall be
completed within six (6) months.
15.2.4 Publisher may sell or license the use of Customer Listings,
Resale Listings or Listing Updates to third parties without the prior written
consent of Focal, provided, however, that Publisher will not
15.2.4.1 disclose non-listed name and address information to
any third party except as may be necessary to undertake delivery of directories,
or to perform other services contemplated under this Agreement;
15.2.4.2 disclose to any third party the identity of a
Customer's or resale Customer's LEC;
15.2.4.3 sell or license such Customer listing information
sorted by carrier.
15.2.5 Focal shall provide its Resale Listings for inclusion in
White Pages Directories to Ameritech as part of Focal's purchase of Resale Local
Exchange Service in a form and format as may be required by Ameritech.
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16.0 ACCESS TO RIGHTS-OF-WAY--SECTION 251(b)(4).
Each Party shall provide the other Party access to the poles, ducts,
rights-of-way and conduits it owns or controls on terms, conditions and prices
comparable to those offered to any other entity pursuant to each Party's
applicable tariffs and/or standard agreements.
17.0 DATABASE ACCESS.
In accordance with Section 271 of the Act, Ameritech shall provide Focal
with interfaces to access Ameritech's databases and associated signaling
necessary for the routing and completion of Focal's traffic. Access to such
databases, and the appropriate interfaces, shall be made available to Focal via
a Bona Fide Request.
18.0 REFERRAL ANNOUNCEMENT.
When a Customer changes its service provider from Ameritech to Focal, or
from Focal to Ameritech, and does not retain its original telephone number, the
Party formerly providing service to such Customer shall provide a referral
announcement ("Referral Announcement") on the abandoned telephone number which
provides details on the Customer's new number. Referral Announcements shall be
provided reciprocally, free of charge to either the other Party or the Customer,
for a period of not less than four (4) months after the date the Customer
changes its telephone number in the case of business Customers and not less than
sixty (60) days after the date the Customer changes its telephone number in the
case of residential Customers. However, if either Party provides Referral
Announcements for a period longer than the above respective periods when its
Customers change their telephone numbers, such Party shall provide the same
level of service to Customers of the other Party.
19.0 OTHER SERVICES.
Focal and Ameritech provide other services to each other as required under
the Act pursuant to the following Agreements
(a) Agreement by and between Focal Communications Corporation and
Ameritech for Enhanced 9-1-1 Service, dated October 28, 1996; and
(b) Directory Assistance Services Agreement dated October 26, 1998.
GENERAL PROVISIONS
20.0 GENERAL RESPONSIBILITIES OF THE PARTIES.
20.1 Each of Ameritech and Focal shall use its best efforts to comply
with the Implementation Schedule.
- 37 -
20.2 The Parties shall exchange technical descriptions and forecasts of
their Interconnection and traffic requirements in sufficient detail necessary to
establish the Interconnections required to assure traffic completion to and from
all Customers in their respective designated service areas. Focal, for the
purpose of ubiquitous connectivity, network diversity and alternate routing,
shall connect to at least one Tandem Office Switch for the receipt/completion of
traffic to any Ameritech End Office Switches.
20.3 Thirty (30) days after the Effective Date and each month during the
term of this Agreement, each Party shall provide the other Party with a rolling,
six (6) calendar month, nonbinding forecast of its traffic and volume
requirements for the services and Network Elements provided under this Agreement
in the form and in such detail as agreed by the Parties. Notwithstanding Section
29.6.1, the Parties agree that each forecast provided under this Section 20.3
shall be deemed "Proprietary Information" under Section 29.6.
20.4 Any Party that is required pursuant to this Agreement to provide a
forecast (the "Forecast Provider") or the Party that is entitled pursuant to
this Agreement to receive a forecast (the "Forecast Recipient") with respect to
traffic and volume requirements for the services and Network Elements provided
under this Agreement may request in addition to non-binding forecasts required
by Section 20.3 that the other Party enter into negotiations to establish a
forecast (a "Binding Forecast") that commits such Forecast Provider to purchase,
and such Forecast Recipient to provide, a specified volume to be utilized as set
forth in such Binding Forecast. The Forecast Provider and Forecast Recipient
shall negotiate the terms of such Binding Forecast in good faith and shall
include in such Binding Forecast provisions regarding price, quantity, liability
for failure to perform under a Binding Forecast and any other terms desired by
such Forecast Provider and Forecast Recipient. Notwithstanding Section 28.6.1,
the Parties agree that each forecast provided under this Section 20.4 shall be
deemed "Proprietary Information" under Section 28.6.
20.5 Each Party is individually responsible to provide facilities within
its network which are necessary for routing, transporting, measuring, and
billing traffic from the other Party's network and for delivering such traffic
to the other Party's network in the standard format compatible with Ameritech's
network and to terminate the traffic it receives in that standard format to the
proper address on its network. Such facility shall be designed based upon the
description and forecasts provided under Sections 20.2 and 20.3 above. The
Parties are each solely responsible for participation in and compliance with
national network plans, including The National Network Security Plan and The
Emergency Preparedness Plan.
20.6 Each Party may use reasonable protective network traffic management
controls such as 7-digit and 10-digit code gaps on traffic toward the other
Party's network, when required to protect the public switched network from
congestion due to facility failures, switch congestion or failure or focused
overload. Each Party shall immediately notify the other Party of any protective
control action planned or executed. Both Parties shall use commercially
reasonable efforts to alleviate points in their respective Networks which cause
such congestion.
- 38 -
20.7 Where the capability exists, originating or terminating traffic
reroutes may be implemented by either Party to temporarily relieve network
congestion due to facility failures or abnormal calling patterns. Reroutes
shall not be used to circumvent normal trunk servicing. Expansive controls
shall be used only when mutually agreed to by the Parties.
20.8 The Parties shall cooperate and share pre-planning information
regarding cross network call-ins expected to generate large or focused temporary
increases in call volumes, to prevent or mitigate the impact of these events on
the public switched network.
20.9 Neither Party shall use any service related to or using any of the
services provided in this Agreement in any maimer that interferes with third
parties in the use of their service, prevents third parties from using their
service, impairs the quality of service to other carriers or to either Party's
Customers; causes electrical hazards to either Party's personnel, damage to
either Party's equipment or malfunction of either Party's billing equipment
(individually and collectively, a "Network Harm"). If a Network Harm shall
occur or if a Party reasonably determines that a Network Harm is imminent, such
Party shall, where practicable, notify the other Party that temporary
discontinuance or refusal of service may be required; provided, however,
wherever prior notice is not practicable, such Party may temporarily discontinue
or refuse service forthwith, if such action is reasonable under the
circumstances. In case of such temporary discontinuance or refusal, such Party
shall:
(a) Promptly notify the other Party of such temporary discontinuance
or refusal;
(b) Afford the other Party the opportunity to correct the situation
which gave rise to such temporary discontinuance or refusal; and
(c) Inform the other Party of its right to bring a complaint to the
Commission or FCC.
20.10 Each Party is solely responsible for the services it provides to its
Customers and to other Telecommunications Carriers.
20.11 The Parties shall work cooperatively to minimize fraud associated
with third-number billed calls, calling card calls, and any other services
related to this Agreement.
20.12 Each Party is responsible for administering NXX codes assigned to
it.
20.13 Each Party is responsible for obtaining Local Exchange Routing Guide
("LERG") listings of CLLI codes assigned to its switches.
20.14 Each Party shall use the LERG published by Bellcore or its successor
for obtaining routing information and shall provide all required information to
Bellcore for maintaining the LERG in a timely manner.
- 39 -
20.15 Each Party shall program and update its own Central Office Switches
and End Office switches and network systems to recognize and route traffic to
and from the other Party's assigned Now codes. Except as mutually agreed or as
otherwise expressly defined in this Agreement, neither Party shall impose any
fees or charges on the other Party for such activities.
20.16 At all times during the term of this Agreement, each Party shall
keep and maintain in force at each Party's expense all insurance required by law
(e.g., workers' compensation insurance) as well as general liability insurance
for personal injury or death to any one person, property damage resulting from
any one incident, automobile liability with coverage for bodily injury for
property damage. Upon request from the other Party, each Party shall provide to
the other Party evidence of such insurance (which may be provided through a
program of self insurance).
20.17 In addition to its indemnity obligations under Section 25.3, each
Party shall provide, in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement, that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract or tort, that exceeds the amount such Party would have
charged the applicable Customer for the service(s) or function(s) that gave rise
to such Loss, and (id) any Consequential Damages (as defined in Section 25.4
below).
20.18 Each Party is responsible for obtaining two-way transport facilities
sufficient to handle traffic between its network and the other Party's network.
Each Party may provide the facilities itself, order them through a third party,
or order them from the other Party.
20.19 Each Party is responsible for requesting Interconnection to the
other Party's Common Channel Interoffice Signaling ("CCIS") network, where SS7
signaling on the trunk group(s) is desired. Each Party shall connect to a pair
of access STPs in each LATA where traffic will be exchanged or shall arrange for
signaling connectivity through a third party provider which is connected to the
other Party's signaling network. The Parties shall establish Interconnection at
the STP, and other points, as necessary and as jointly agreed to by the Parties.
21.0 TERM AND TERMINATION
21.1 The initial term of this Agreement shall be three (3) years (the
"Term") which shall commence on the Effective Date. Absent the receipt by one
Party of written notice from the other Party at least sixty (60) days prior to
the expiration of the Term to the effect that such Party does not intend to
extend the Term of this Agreement, this Agreement shall automatically renew and
remain in full force and effect on and after the expiration of the Term until
terminated by either Party pursuant to Section 21.3.
- 40 -
21.2 Either Party may terminate this Agreement in the event that the
other Party (i) fails to pay any amount when due hereunder (excluding Disputed
Amounts pursuant to Section 29.11) and fails to cure such nonpayment within
sixty (60) days after receipt of written notice thereof; or (ii) fails to
perform any other material obligation required to be performed by it pursuant to
this Agreement and fails to cure such material nonperformance within forty-five
(45) days after written notice thereof.
21.3 If pursuant to Section 21.1 this Agreement continues in full force
and effect after the expiration of the Term, either Party may terminate this
Agreement ninety (90) days after delivering written notice to the other Party of
its intention to terminate this Agreement. Neither Party shall have any
liability to the other Party for termination of this Agreement pursuant to this
Section 21.3 other than to pay to the other Party any amounts owed under this
Agreement.
21.4 Upon termination or expiration of this Agreement in accordance with
this Section 21.0
(a) each Party shall comply immediately with its obligations set
forth in Section 29.6.3;
(b) each Party shall continue to perform its obligations and provide
the services as described herein until such time as a successor agreement
between the Parties is entered into; provided, however, that the Parties
shall renegotiate the rates, fees and charges contained herein; and
(c) each Party shall promptly pay all amounts (including any late
payment charges) owed under this Agreement.
21.5 Except as set forth in Section 27.5, no remedy set forth in this
Agreement is intended to be exclusive and each and every remedy shall be
cumulative and in addition to any other rights or remedies now or hereafter
existing under applicable law or otherwise.
22.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTS.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND
THE PARTIES DISCLAIM THE PLED WARRANT OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.
23.0 CANCELLATION CHARGES.
Except as provided in Sections 9.6.4 and 20.4 and pursuant to a Bona Fide
Request, or as otherwise provided in any applicable tariff or contract
referenced herein, no cancellation
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charges shall apply.
24.0 NON-SEVERABILITY.
24.1 The services, arrangements, Interconnection, Network Elements, terms
and conditions of this Agreement were mutually negotiated by the Parties as a
total arrangement and are intended to tee non-severable, subject only to Section
29.14 of this Agreement.
24.2 Nothing in this Agreement shall be construed as requiring or
permitting either Party to contravene any mandatory requirement of federal or
state law, or any regulations or orders adopted pursuant to such law.
25.0 INDEMNIFICATION.
25.1 Each Party shall be responsible only for service(s) and
facility(ies) which are provided by that Party, its authorized agents,
subcontractors, or others retained by such parties, and neither Party shall bear
any responsibility for the services and facilities provided by the other Party,
its agents, subcontractors, or others retained by such parties.
25.2 Except as otherwise provided in Sections 25.3, 25.4 and 26.2, and to
the extent not prohibited by law and not otherwise controlled by tariff, each
Party (the "Indemnifying Party") shall defend and indemnify the other Party (the
"Indemnified Party") and hold such Indemnified Party harmless against any Loss
to a third party arising out of the negligence or willful misconduct by such
Indemnifying Party, its agents, its Customers, contractors, or others retained
by such parties, in connection with its provision of services or functions under
this Agreement.
25.3 In the case of any Loss alleged or made by a Customer of either
Party, the Party ("Indemnifying Party") whose Customer alleged or made such Loss
shall defend and indemnify the other Party (the "Indemnified Party") and hold
such Indemnified Party harmless against any or all of such Loss alleged by each
and every Customer.
25.4 Each Party ("Indemnified Party") shall be indemnified, defended and
held harmless by the other Party ("Indemnifying Party") against any Loss arising
from such Indemnifying Party's use of services offered under this Agreement,
involving:
(1) Claims for libel, slander, invasion of privacy, or infringement
of copyright arising from the Indemnifying Party's own communications or
the communications of such Indemnifying Party's Customers; or
(2) Claims for patent, trademark, copyright infringement or other
infringement of intellectual property rights, arising from the Indemnifying
Party's acts combining or using the service furnished by the Indemnified
Party in connection with
- 42 -
facilities or equipment furnished by the Indemnifying Party or its
Customers, agents, subcontractors or others retained by such parties.
25.5 The Indemnifying Party agrees to defend any suit brought against the
Indemnified Party for any Loss identified in this Section 25.0. The Indemnified
Party agrees to notify the Indemnifying Party promptly in writing of any written
claims, lawsuits, or demand for which such Indemnifying Party is or may be
responsible and of which the Indemnified Party has knowledge and to cooperate in
every reasonable way to facilitate defense or settlement of claims. The
Indemnifying Party shall have the exclusive right to control and conduct the
defense and settlement of any such actions or claims subject to consultation
with the Indemnified Party. The Indemnifying Party shall not be liable for any
settlement by the Indemnified Party unless such Indemnifying Party has approved
such settlement in advance and agrees to be bound by the agreement incorporating
such settlement.
26.0 LIMITATION OF LIABILITY.
26.1 Except as otherwise provided in Section 25.0, no Party shall be
liable to the other Party for any Loss, defect or equipment failure caused by
the conduct of the other Party, the other Party's agents, servants, contractors
or others acting in aid or concert with the other Party.
26.2 Except for Losses alleged or made by a Customer of either Party, in
the case of any Loss arising from the negligence or willful misconduct of both
Parties, each Party shall bear, arid its obligations under this Section 26.0
shall be limited to, that portion (as mutually agreed to by the Parties) of the
resulting expense caused by its (including that of its agents, servants,
contractors or others acting in aid or concert with it) negligence or willful
misconduct.
26.3 Except for indemnity obligations under Sections 25.2 and 25.4, each
Party's liability to the other Party for any Loss relating to or arising out of
any negligent act or omission in its performance of this Agreement, whether in
contract or in tort, shall be limited to the total amount that is or would have
been charged to the other Party by such negligent or breaching Party for the
service(s) or function(s) not performed or improperly performed.
26.4 In no event shall either Party have any liability whatsoever to the
other Party for any indirect, special, consequential, incidental or punitive
damages, including but not limited to loss of anticipated profits or revenue or
other economic loss in connection with or arising from anything said, omitted or
done hereunder (collectively, "Consequential Damages"), even if the other Party
has been advised of the possibility of such damages; provided, that the
foregoing shall not limit a Party's obligation under Section 25.2 to indemnify,
defend and hold the other Party harmless against any amounts payable to a third
party, including any losses, costs, fines, penalties, criminal or civil
judgments or settlements, expenses (including attorneys' fees) and Consequential
Damages of such third party.
- 43 -
27.0 LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES.
27.1 Certain Definitions. When used in this Section 27.0, the following
terms shall have the meanings indicated
27.1.1 "Specified Performance Breach" means the failure by
Ameritech to meet the Performance Criteria for any Specified Activity for a
period of three (3) consecutive calendar months.
27.1.2 "Specified Activity" means any of the following activities
(i) the installation by Ameritech of unbundled Loops for Focal
("Unbundled Loop Installation");
(ii) Ameritech's provision of Interim Telecommunications Number
Portability ("INP Provisioning"); or
(iii) the repair of out of service problems for Focal ("Out of
Service Repairs").
27.1.3 "Performance Criteria" means, with respect to each calendar
month during the term of this Agreement, the performance by Ameritech during
such month of each Specified Activity shown below within the time interval shown
in at least eighty percent (80%) of the covered instances:
=============================================================================================
SPECIFIED ACTIVITY PERFORMANCE INTERVAL
(i) Unbundled Loop Installation
---------------------------------------------------------------------------------------------
1-10 Loops per Service Order 5 days from Ameritech's Receipt of valid
Service Order
---------------------------------------------------------------------------------------------
11-20 Loops per Service Order 10 days from Ameritech's Receipt of valid
Service Order
---------------------------------------------------------------------------------------------
21 Loops per Service Order to be Negotiated
---------------------------------------------------------------------------------------------
(ii) INP Provisioning 5 days from Ameritech's Receipt of valid
1-10 Numbers per Service Order Service Order
---------------------------------------------------------------------------------------------
11-20 Numbers per Service Order 10 days from Ameritech's Receipt of valid
Service Order
---------------------------------------------------------------------------------------------
21 + Numbers per Service Order to be Negotiated
---------------------------------------------------------------------------------------------
(iii) Out-of-Service Repairs Less than 24 hours from Ameritech's Receipt
of Notification of Out-of Service Condition
=============================================================================================
- 44 -
27.1.4 The Performance Criteria shall be calculated on a calendar-
month basis as follows
(a) Unbundled Loop Installation and INP Provisioning
Total Number of Service Orders Completed within applicable
Performance Interval Date x 100 Total Number of Service
Orders Received
(b) Out-of-Service Repairs
Number of Out-of-Service Repairs Restored within Performance
Interval Date x 100 Total Number of Out-of-Service Repairs
per month
27.2 Specified Performance Breach. In recognition of the (1) loss of
Customer opportunities, revenues and goodwill which Focal might sustain in the
event of a Specified Performance Breach; (2) the uncertainty, in the event of
such a Specified Performance Breach, of Focal having available to it customer
opportunities similar to those opportunities currently available to Focal; and
(3) the difficulty of accurately ascertaining the amount of damages Focal would
sustain in the event of such a Specified Performance Breach, Ameritech agrees to
pay Focal, subject to Section 27.4 below, damages as set forth in Section 27.3
below in the event of the occurrence of a Specified Performance Breach.
27.3 Liquidated Damages. The damages payable by Ameritech to Focal as a
result of a Specified Performance Breach shall be $75,000 for each Specified
Performance Breach (collectively, the "Liquidated Damages"). Focal and Ameritech
agree and acknowledge that (a) the Liquidated Damages are not a penalty and have
been determined based upon the facts and circumstances of Focal and Ameritech at
the time of the negotiation and entering into of this Agreement, with due regard
given to the performance expectations of each Party; (b) the Liquidated Damages
constitute a reasonable approximation of the damages Focal would sustain if its
damages were readily ascertainable; and (c) Focal-shall not be required to
provide any proof of the Liquidated Damages.
27.4 Limitations. In no event shall Ameritech be liable to pay the
Liquidated Damages if Ameritech's failure to meet or exceed any of the
Performance Criteria is caused, directly or indirectly, by a Delaying Event. A
"Delaying Event" means (a) a failure by Focal to perform any of its obligations
set forth in this Agreement (including, without limitation, the Implementation
Schedule and the Grooming Plan), (b) any delay, act or failure to act by a
Customer, agent or subcontractor of Focal or (c) any Force Majeure Event. If a
Delaying Event (it prevents Ameritech from performing a Specified Activity, then
such Specified Activity shall be excluded from the calculation of Ameritech's
compliance with the Performance Criteria, or (ii) only suspends Ameritech's
ability to timely perform the Specified Activity, the applicable time frame in
which Ameritech's compliance with the Performance Criteria is measured shall
- 45 -
be extended on an hour-for-hour or day-for-day basis, as applicable, equal to
the duration of the Delaying Event.
27.5 Sole Remedy. The Liquidated Damages shall be the sole and exclusive
remedy of Focal under this Agreement for Ameritech's breach of the Performance
Criteria and a Specified Performance Breach as described in this Section 27.0.
27.6 Records. Ameritech shall maintain complete and accurate records, on
a monthly basis, of its performance under this Agreement of each Specified
Activity and its compliance with the Performance Criteria. Ameritech shall
provide to Focal such records in a self-reporting format on a monthly basis.
Notwithstanding Section 29.6.1, the Parties agree that such records shall be
deemed "Proprietary Information" under Section 29.6.
28.0 REGULATORY APPROVAL.
The Parties understand and agree that this Agreement will be filed with the
Commission and may thereafter be filed with the FCC. The Parties covenant and
agree that this Agreement is satisfactory to them as an agreement under Section
251 of the Act. Each Party covenants and agrees to fully support approval of
this Agreement by the Commission or the FCC under Section 252 of the Act without
modification. The Parties, however, reserve the right to seek regulatory relief
and otherwise seek redress from each other regarding performance and
implementation of this Agreement. In the event the Commission rejects any
portion of this Agreement, the Parties agree to meet and negotiate in good faith
to arrive at a mutually acceptable modification of the rejected portion. The
Parties acknowledge that nothing in this Agreement shall limit a Party's
ability, independent of such Party's agreement to support and participate in the
approval of this Agreement, to assert public policy issues relating to the Act.
29.0 MISCELLANEOUS.
29.1 Authorization.
29.1.1 Ameritech Services, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Ameritech Information Industry Services, a division of Ameritech Services, Inc.,
has full power and authority to execute and deliver this Agreement and to
perform the obligations hereunder on-behalf of Ameritech Illinois.
29.1.2 Focal is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
29.2 Compliance. Each Party shall comply with all applicable federal,
state, and local laws, rules, and regulations applicable to its performance
under this Agreement.
- 46 -
29.3 Compliance with the Communications Law Enforcement Act of 1994
("CALEA"). Each Party represents and warrants that any equipment, facilities or
services provided to the other Party under this Agreement comply with CALEA.
Each Party shall indemnify and hold the other Party harmless from any and all
penalties imposed upon the other Party for such noncompliance and shall at the
non-compliant Party's sole cost and expense, modify or replace any equipment,
facilities or services provided to the other Party under this Agreement to
ensure that such equipment, facilities and services fully comply with CALEA.
29.4 Independent Contractor. Each Party shall perform services hereunder
as an independent contractor and nothing herein shall be construed as creating
any other relationship between the Parties. Each Party and each Party's
contractor shall be solely responsible for the withholding or payment of all
applicable federal, state and local income taxes, social security taxes and
other payroll taxes with respect to their employees, as well as any taxes,
contributions or other obligations imposed by applicable state unemployment or
workers' compensation acts. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
29.5 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, Xxxx, 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 (individually or collectively, a "Force Majeure Event").
29.6 Confidentiality.
29.6.1 Any information such as specifications, drawings, sketches,
business information, forecasts, models, samples, data, computer programs and
other software and documentation of one Party (a "Disclosing Party") that is
furnished or made available or otherwise disclosed to the other Party or any of
its employees, contractors, agents or Affiliates (its "Representatives" and with
a Party, a "Receiving Party") pursuant to this Agreement ("Proprietary
Information") shall be deemed the property of the Disclosing Party. Proprietary
Information, if written, shall be marked "Confidential" or "Proprietary" or by
other similar notice, and, if oral or visual, shall be confirmed in writing as
confidential by the Disclosing Party to the Receiving Party within ten (10) days
after disclosure. Unless Proprietary Information was previously known by the
Receiving Party free of any obligation to keep it confidential, or has been or
is subsequently made public by an act not attributable to the Receiving Party,
or is explicitly agreed in writing not to be regarded as confidential, it (a)
shall be held in confidence by each Receiving Party; (b) shall be disclosed to
only those Representatives who have a need for it in connection with the
provision of services required to fulfill this Agreement and shall be used only
for such purposes; and (c) may be used for other purposes only upon such terms
and conditions as may be mutually agreed to in advance of use
- 47 -
in writing by the Parties. Notwithstanding the foregoing sentence, a Receiving
Party shall be entitled to disclose or provide Proprietary Information as
required by any governmental authority or applicable law only in accordance with
Section 29.6.2.
29.6.2 If any Receiving Party is required by any governmental
authority or by applicable law to disclose any Proprietary Information, then
such Receiving Party shall provide the Disclosing Party with written notice of
such requirement as soon as possible and prior to such disclosure. The
Disclosing Party may then either seek appropriate protective relief from all or
part of such requirement or, if it fails to successfully do so, it shall be
deemed to have waived the Receiving Party's compliance with Section 29.6 with
respect to all or part of such requirement. The Receiving Party shall use all
commercially reasonable efforts to cooperate with the Disclosing Party in
attempting to obtain any protective relief which such Disclosing Party chooses
to obtain.
29.6.3 In the event of the expiration or termination of this
Agreement for any reason whatsoever, each Party shall return to the other Party
or destroy all Proprietary Information and other documents, work papers and
other material (including all copies thereof) obtained from the other Party in
connection with this Agreement and shall use all reasonable efforts, including
instructing its employees and others who have had access to such information, to
keep confidential and not to use any such information, unless such information
is now, or is hereafter disclosed, through no act, omission or fault of such
Party, in any manner making it available to the general public.
29.7 Governing Law. For all claims under this Agreement that are based
upon issues within the jurisdiction (primary or otherwise) of the FCC, the
exclusive jurisdiction and remedy for all such claims shall be provided for by
the FCC and the Act. For all claims under this Agreement that are based upon
issues within the jurisdiction (primary or otherwise) of the Commission, the
exclusive jurisdiction for all such claims shall be with such Commission, and
the exclusive remedy for such claims shall be as provided for by such
Commission. In all other respects, this Agreement shall be governed by the
domestic laws of the State of Illinois without reference to conflict of law
provisions.
29.8 Taxes. Each Party purchasing services hereunder shall pay or
otherwise be responsible for all federal, or local sales, use, excise, gross
receipts, transaction or similar taxes, fees or surcharges levied against or
upon such purchasing Party (or the providing Party when such providing Party is
permitted to pass along to the purchasing Party such taxes, fees or surcharges),
except for any tax on either Party's corporate existence, status or income.
Whenever possible, these amounts shall be billed as a separate item on the
invoice. To the extent a sale is claimed to be for resale tax exemption, the
purchasing Party shall furnish the providing Party a proper resale tax exemption
certificate as authorized or required by statute or regulation by the
jurisdiction providing said resale tax exemption. Failure to timely provide said
resale tax exemption certificate will result in no exemption being available to
the purchasing Party.
- 48 -
29.9 Non-Assignment. Neither Party may assign or transfer (whether by
operation of law or otherwise) this Agreement (or any rights or obligations
hereunder) to a third party without the prior written consent of the other
Party; provided that each Party may assign this Agreement to a corporate
Affiliate or an entity under its common control or an entity acquiring all or
substantially all of its assets or equity by providing prior written notice to
the other Party of such assignment or transfer. Any attempted assignment or
transfer that is not permitted is void ab initio. Without limiting the
generality of the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the Parties' respective successors and assigns.
29.10 Non-Waiver. Failure of either Party to insist on performance of any
term or condition of this Agreement or to exercise any right or privilege
hereunder shall not be construed as a continuing or future waiver of such term,
condition, right or privilege.
29.11 Disputed Amounts.
29.11.1 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party-) shall within sixty (60) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The Non-
Paying Party shall pay when due (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third party escrow agent mutually agreed upon by the Parties.
29.11.2 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within sixty (60) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative who has authority to
settle the dispute and who is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored.
29.11.3 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to Section 29.11.2, then either Party may
file a complaint with the Commission to resolve such issues or proceed with any
other remedy pursuant to law or equity. The Commission or the FCC may direct
release of any or all funds (including any accrued interest) in the escrow
account, plus applicable late fees, to be paid to either Party.
- 49 -
29.11.4 The Parties agree that all negotiations pursuant to this
Section 29.11 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
29.11.5 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of (i) one and one-
half percent (1-1/2 %) per month or (ii) the highest rate of interest that may
be charged under applicable law.
29.12 Notices. Notices given by one Party to the other Party under this
Agreement shall be in writing and shall be (a) delivered personally, (b)
delivered by express delivery service, (c) mailed, certified mail or first class
U.S. mail postage prepaid, return receipt requested or (d) delivered by telecopy
to the following addresses of the Parties:
To Focal
Focal Communications Corporation
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Executive Vice President and Chief Operating Officer
Facsimile: 312/578-8403
To Ameritech:
Ameritech Information Industry Services
000 Xxxxx Xxxxxxx, Xxxxx 0
Xxxxxxx, XX 00000
Attn: Vice President - Network Providers
Facsimile 312/335-2927
with a copy to
Ameritech Information Industry Services
000 Xxxxx Xxxxxxx, Xxxxx 0
Xxxxxxx, XX 00000
Attn: Vice President and General Counsel
Facsimile (000) 000-0000
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (id) three (3) days after mailing in the case of first class
or certified U.S. mail or (iv) on the date set forth on the confirmation in the
case of telecopy.
- 50 -
29.13 Publicity and Use of Trademarks or Service Marks. Neither Party nor
its subcontractors or agents shall use the other Party's trademarks, service
marks, logos or other proprietary trade dress in any advertising, press
releases, publicity matters or other promotional materials without such Party's
prior written consent.
29.14 Section 242(i) Obligations. If either Party enters into an agreement
(the "Other Agreement") approved by the Commission pursuant to Section 252 of
the Act which provides for the provision of any Interconnection, service or
Network Element arrangement covered in this Agreement to another requesting
Telecommunications Carrier, including itself or its Affiliate, such Party shall
make available to the other Party such arrangements upon the same rates, terms
and conditions as those provided in the Other Agreement. At its sole option, the
other Party may avail itself of either (i) the Other Agreement in its entirety
or (ii) the prices, terms and conditions of the Other Agreement that directly
relate to any of the following duties as a whole
(1) Interconnection - Section 251(c)(2) of the Act (Sections 4.0 and 5.0
of this Agreement); or
(2) Exchange Access - Section 251(c)(2) of the Act (Section 6.0 of this
Agreement); or
(3) Unbundled Access - Section 251(c)(3) of the Act (Section 9.0 of this
Agreement) (loops); or
(4) Unbundled Access - Section 251 (c)(3) of the Act (Section 9.0 of
this Agreement) (ports); or
(5) Resale - Section 251(c)(4) of the Act (Section 10.0 of this
Agreement); or
(6) Collocation - Section 251(c)(6) of the Act (Section 12.0 of this
Agreement); or
(7) Number Portability - Section 251(b)(2) of the Act (Section 13.0 of
this Agreement); or
(8) Directory Listing - Section 251(b)(3) of the Act (Section 15.0 of
this Agreement), or
(9) Access to Rights of Way - Section 251(b)(4) of the Act (Section 17.0
of this Agreement).
29.15 Jolt 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
- 51 -
in accordance with its terms and, in the event of any ambiguities, no inferences
shall be drawn against either Party.
29.16 No Third Party Beneficiaries; Disclaimer of Agency. This Agreement
is for the sole benefit of the Parties and their permitted assigns, and nothing
herein express or implied shall create or be construed to create any third-party
beneficiary rights hereunder. Except for provisions herein expressly authorizing
a Party to act for another, nothing in this Agreement shall constitute a Party
as a legal representative or agent of the other Party, nor shall a Party have
the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf
of the other Party unless otherwise expressly-permitted by such other Party.
Except as otherwise expressly provided in this Agreement, no Party undertakes to
perform any obligation of the other Party, whether regulatory or contractual, or
to assume any responsibility for the management of the other Party's business.
29.17 No License. No license under patents, copyrights or any other
intellectual property right (other than the limited license to use consistent
with the terms, conditions and restrictions of this Agreement) is granted by
either Party or shall be implied or arise by estoppel with respect to any
transactions contemplated under this Agreement.
29.18 Technology Upgrades. Nothing in this Agreement shall limit
Ameritech's ability to upgrade its network through the incorporation of new
equipment, new software or otherwise. Ameritech shall provide Focal written
notice at least ninety (90) days prior to the incorporation of any such upgrades
in Ameritech's network which will materially impact Focal's service. Focal shall
be solely responsible for the cost and effort of accommodating such changes in
its own network.
29.19 Survival. The Parties' obligations under this Agreement which by
their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement,
including without limitation, Sections 21.4, 22.0, 23.0, 25.0, 26.0, 29.3, 29.6,
29.11, 29.13 and 29.17.
29.20 Scope of Agreement. This Agreement is intended to describe and
enable specific Interconnection and access to unbundled Network Elements and
compensation arrangements between the Parties. This Agreement does not obligate
either Party to provide arrangements not specifically provided herein.
29.21 Entire Agreement. The terms contained in this Agreement and any
Schedules, Exhibits, tariffs and other documents or instruments referred to
herein, which are incorporated into this Agreement by this reference, constitute
the entire agreement between the Parties with respect to the subject matter
hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Party's form documents, purchase orders, quotations,
acknowledgments, invoices or other
- 52 -
communications. This Agreement may only be modified by a writing signed by an
officer of each Party.
- 53 -
IN WITNESS-WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 28th day of October, 1996.
FOCAL COMMUNICATIONS CORPORATION AMERITECH INFORMATION INDUSTRY SERVICES,
A DIVISION OF AMERITECH SERVICES, INC., ON
BEHALF OF AMERITECH ILLINOIS
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxx
-------------------- ----------------
Printed: Xxxx X. Xxxxxxxx Printed: Xxxx X. Xxx
----------------- ------------
Title: Executive Vice President Title: President
------------------------- ----------
- 54 -
SCHEDULE 3.0
IMPLEMENTATION SCHEDULE
LATA Ameritech Focal Interconnection
Interconnection Interconnection Activation Date
Wire Center Wire Center
(AIWC) (FIWC)
Chicago Wabash Tandem
CHCGILWB12T
PRICING SCHEDULE -- ILLINOIS
I. Reciprocal Compensation
Rate = $0.009 per minute
II. Information Services Billing & Collection
Fee = $0.03 per massage
III. BLV/BL\1 Traffic
Rate = $0.90 per Busy Line Verification
$1.10 per Busy Line Verification Interrupt
(in addition to $0.90 for Busy Line Verification)
IV. Transiting
Rate = $0.002 per minute
V. Unbundled Network Elements
A. Unbundled Loop Rates
Monthly Rates
Loop Type Access Area
A B C
Analog 2W $ 6.95 $11.10 $13.60
Analog 4W $13.90 $22.20 $27.20
ADS1 2W/HDS1 2W $ 6.95 $11.10 $13.60
ADS1 4W/HDS1 4W $13.90 $22.20 $27.20
BRI ISDN $ 6.95 $11.10 $13.60
PBX Ground Start Coin $ 6.95 $11.60 $14.10
Coin $ 6.95 $11.60 $14.10
Electronic Key Line $ 6.95 $11.60 $14.10
----------------------
* Common Line Charges and cross-connection charges are included in the
referenced Loop rates.
/1/ "Access Area" is as defined in Ameritech's applicable tariffs for business
and residential Exchange Line Services.
B. Non-Recurring Charges
1. Unbundled Loops
======================================================================
Date of Acceptance
of Service Order Service Order Charge/2/ Line Connection Charge/3/
----------------------------------------------------------------------
Prior to 6/1/97 $30 $50
----------------------------------------------------------------------
On or after 6/1/97 $30 $50
======================================================================
C. Additional Loop Conditioning Charges/4/
=====================================================
Loop Type Additional Charges per Loop
-----------------------------------------------------
Electronic Key Line Rates based on cost
-----------------------------------------------------
ISDN $22.50 per month per Loop
-----------------------------------------------------
HDSL 2W Rates based on cost
-----------------------------------------------------
HDSL 4W Rates based on cost
-----------------------------------------------------
ADSL 2W Rates based on cost
=====================================================
------------------
/2/ The Service Order Charge is a per occasion charge applicable to any number
of Loops ordered for the same location and same Customer account.
/3/ The Line Connection Charge applies to each Loop purchase.
/4/ The Additional Loop Conditioning Charges are only applicable if the
distance required on an ordered Loop exceeds such Loop's transmission
characteristics as set forth in Section 9.4.5.
SCHEDULE 9.4.5
FORM OF REPRESENTATION OF AUTHORIZATION
[Focal/Ameritech] hereby represents to [Ameritech/Focal], for purposes of
obtaining a Customer's Customer Proprietary Network Information ("CPNI") or for
placing an order to change or establish a Customer's service, that it is a duly
certificated LEC and that it is authorized to obtain CPNI and to place orders
for Telephone Exchange Service for its Customers upon the terms and conditions
contained herein.
1. With respect to requests for CPNI regarding prospective Customers of [Focal
Ameritech], [Focal Ameritech] acknowledges that it must obtain written or
electronic authorization in the form of a signed letter, tape-recorded
conversation, password verification, or other means ("Documentation of
Authorization") which explicitly authorizes [Focal/Ameritech] to have
access to the prospective Customer's CPNI. The Documentation of
Authorization must be made by the prospective Customer or the prospective
Customer's authorized representative. In order to obtain the CPNI of the
prospective Customer, [Focal/Ameritech] must submit to [Ameritech/Focal]
the Documentation of Authorization. If [Focal Ameritech] cannot provide
Documentation of Authorization, [Ameritech/Focal] cannot provide CPNI to
[Focal/Ameritech].
2. [Ameritech/Focal] will only disclose CPNI to agents of [Focal/Ameritech]
identified in the Documentation of Authorization.
3. If [Focal Ameritech] has already obtained Documentation of Authorization
for the Customer to place an order for Telephone Exchange Service for the
Customer, [Focal Ameritech] need not submit Documentation of Authorization
to obtain the Customer's CPNI.
4. With respect to placing a service order for Telephone Exchange Service for
a Customer, [Focal/Ameritech] acknowledges that it must obtain
Documentation of Authorization which explicitly authorizes
[Focal/Ameritech] to provide Telephone Exchange Service to such Customer.
The Documentation of Authorization must be made by the prospective Customer
or Customer's authorized representative. [Focal Ameritech] need not submit
the Document of Authorization to process a service order. However,
[Focal/Ameritech] hereby represents that it will not submit a service order
to [Ameritech/Focal] unless it has obtained appropriate Documentation of
Authorization from the prospective Customer and has such Documentation of
Authorization in its possession.
5. The Documentation of Authorization must clearly and accurately identify
Focal Ameritech and the prospective Customer.
6. [Focal/Ameritech] shall retain all Documentation of Authorization in its
files for as long as [Focal/Ameritech] provides Telephone Exchange Service
to the Customer, or for as long as [Focal/Ameritech] makes requests for
information on behalf of the Customer.
7. [Focal Ameritech] shall make Documentation of Authorization available for
inspection by [Ameritech/Focal] during normal business hours. In addition,
[Focal/Ameritech] shall provide Documentation of Authorization for
Customers or prospective Customers to [Ameritech/Focal] upon request.
8. [Focal Ameritech] is responsible for, and shall hold [Ameritech/Focal]
harmless from, any and all Losses (as defined in that certain
Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 dated as of October 28th, 1996 by and
between Ameritech Information Industry Services, a division of Ameritech
Services, Inc. on behalf of Ameritech Illinois and Focal Communications
Telecom Services (the "Interconnection Agreement") resulting from
[Ameritech/Focal]'s reliance upon [Focal Ameritech]'s representations as to
its authority to act on behalf of a Customer or prospective Customer in
obtaining CPNI or placing a service order for Telephone Exchange Service.
9. If [Focal Ameritech] fails to abide by the procedures set forth herein,
[Ameritech Focal] reserves the right to insist upon the submission of
Documentation of Authorization for each Customer in connection with a
request for a service order.
10. This Representation of Authorization shall commence on the date noted below
and shall continue in effect until the termination or expiration of the
Interconnection Agreement.
Dated this 28th day of October, 1996.
Focal Communications Corporation
By: /s/ Xxxx X. Xxxxxxxx
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Name Printed: Xxxx X. Xxxxxxxx
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Its: Executive Vice President
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EXHIBIT A
BONAFIDE REQUEST
1. Each Party shall promptly consider and analyze the submission of a
Bona Fide Request that such Party provide Interconnection or, if Focal is the
requesting Party, access to an unbundled Network Element, not otherwise provided
hereunder by such Party at the time of such request or an Interconnection or
Network Element that is superior or lesser in quality to that which such Party
provides itself.
2. A Bona Fide Request shall be submitted in writing and shall include a
technical description of each requested Interconnection and/or Network Element.
3. The requesting Party may cancel a Bona Fide Request at any time, but
shall pay the other Party's reasonable and demonstrable costs of processing
and/or implementing the Bona Fide Request up to the date of cancellation.
4. Within ten (10) business days of its receipt, the receiving Party
shall acknowledge receipt of the Bona Fide Request.
5. Except under extraordinary circumstances, within thirty (30) days of
its receipt of a Bona Fide Request, the receiving Party shall provide to the
requesting Party a preliminary analysis of such Interconnection, Network Element
or requested level of quality thereof that is the subject of the Bona Fide
Request. The preliminary analysis shall confirm that the receiving Party will
offer access to such Interconnection or Network Element or will provide a
detailed explanation that access to such Interconnection or Network Element is
not technically feasible and/or that the request does not qualify as an
Interconnection or Network Element that is required to be provided under the
Act.
6. If the receiving Party determines that the Interconnection or Network
Element that is the subject of the Bona Fide Request is technically feasible and
otherwise qualifies under the Act, it shall promptly proceed with developing the
Bona Fide Request upon receipt of written authorization from the requesting
Party. When it receives such authorization, the receiving Party shall promptly
develop the requested services, determine their availability, calculate the
applicable prices and establish installation intervals.
7. The Interconnection or Network Element that is the subject of the Bona
Fide Request must be priced in accordance with 47 C.F.R. (S)(S) 51.501 through
51.515.
8. As soon as feasible, but not more than ninety (90) days after its
receipt of authorization to proceed with developing the Interconnection or
Network Element that is the subject of the Bona Fide Request, the receiving
Party shall provide to the requesting Party a Bona Fide Request quote which will
include, at a minimum, a description of such Interconnection and/or Network
Element, the availability, the applicable rates and the installation intervals.
9. Within thirty (30) days of its receipt of the Bona Fide Request quote,
the requesting Xxxxx must Other confirm its order for such Interconnection or
Network Element pursuant to the Bona Fide Request quote or, if it believes such
quote is inconsistent with the Act, exercise its rights under Section 29.18.
10. If a Party to a Bona Fide Request believes that the other Party is not
requesting, negotiating or processing the Bona Fide Request in good faith, or
disputes a determination, or price or cost quote, such Party may exercise its
rights under Section 29.18.