RESALE
AGREEMENT
BETWEEN
U S WEST COMMUNICATIONS, INC.
AND
XXXXXXXXX.XXX
FOR
NORTH DAKOTA
TABLE OF CONTENTS
PART A - GENERAL TERMS........................................................................................1
(A)1. SCOPE OF AGREEMENT.....................................................................................1
(A)2. DEFINITIONS............................................................................................3
(A)3. TERMS AND CONDITIONS...................................................................................4
(A)3.1 GENERAL PROVISIONS .................................................................................4
(A)3.2 TERM OF AGREEMENT ..................................................................................4
(A)3.3 PROOF OF AUTHORIZATION .............................................................................5
(A)3.4 PAYMENT ............................................................................................6
(A)3.5 TAXES ..............................................................................................7
(A)3.6 FORCE MAJEURE ......................................................................................7
(A)3.7 LIMITATION OF LIABILITY ............................................................................8
(A)3.8 INDEMNITY ..........................................................................................8
(A)3.9 INTELLECTUAL PROPERTY .............................................................................10
(A)3.10 WARRANTIES .......................................................................................12
(A)3.11 ASSIGNMENT .......................................................................................12
(A)3.12 DEFAULT ..........................................................................................13
(A)3.13 DISCLAIMER OF AGENCY .............................................................................13
(A)3.14 NONDISCLOSURE.....................................................................................14
(A)3.15 SURVIVAL..........................................................................................15
(A)3.16 DISPUTE RESOLUTION................................................................................15
(A)3.17 CONTROLLING LAW...................................................................................17
(A)3.18 JOINT WORK PRODUCT ...............................................................................17
(A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION ...................................................17
(A)3.20 NOTICES...........................................................................................17
(A)3.21 RESPONSIBILITY OF EACH PARTY .....................................................................18
(A)3.22 NO THIRD PARTY BENEFICIARIES .....................................................................18
(A)3.23 REFERENCED DOCUMENTS..............................................................................18
(A)3.24 PUBLICITY.........................................................................................19
(A)3.25 AMENDMENT ........................................................................................19
(A)3.26 EXECUTED IN COUNTERPARTS .........................................................................19
(A)3.27 HEADINGS OF NO FORCE OR EFFECT ...................................................................19
(A)3.28 REGULATORY APPROVAL ..............................................................................19
(A)3.29 COMPLIANCE .......................................................................................19
(A)3.30 COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT
OF 1994 ("CALEA") ........................................................................................20
(A)3.31 COOPERATION ......................................................................................20
(A)3.32 AVAILABILITY OF OTHER AGREEMENTS..................................................................20
PART B - RESALE .............................................................................................21
(B)1. Description.........................................................................................21
(B)2. Terms and Conditions................................................................................21
(B)3. Rates and Charges...................................................................................24
TABLE OF CONTENTS
(B)4. Ordering Process....................................................................................26
(B)5. Billing.............................................................................................27
(B)6. Maintenance and Repair..............................................................................27
PART C - WHITE PAGES DIRECTORY LISTINGS......................................................................29
(C)1. Description ........................................................................................29
(C)2. Terms and Conditions ...............................................................................29
PART D- MISCELLANEOUS PROVISIONS ...........................................................................32
(D)1. Network Security....................................................................................32
(D)2. Access To Operational Support Systems (OSS).........................................................32
(D)3. U S WEST Dex........................................................................................47
(D)4. Notice of Changes...................................................................................47
(D)5. Maintenance and Repair..............................................................................48
(D)6. Service Performance.................................................................................54
PART E - NORTH DAKOTA RATES ................................................................................62
PART F - SIGNATURE .........................................................................................64
Part A
General Terms
PART A - GENERAL TERMS
This Resale Agreement is between xxxxxxxxx.xxx ("RESELLER"), a Delaware
corporation, and U S WEST Communications, Inc. ("USW"), a Colorado corporation.
(A)1. SCOPE OF AGREEMENT
(A)1.1 Pursuant to this negotiated Resale Agreement ("Agreement"),
RESELLER and USW (collectively, "the Parties") will extend
certain arrangements to one another within the geographical
areas where USW is the incumbent Local Exchange Carrier within
the state of North Dakota for purposes of providing the resale
of local Telecommunications Services. This Agreement or the
portions of this Agreement relative to a particular state will
be submitted to the North Dakota Public Service Commission for
approval. Notwithstanding this mutual commitment, however, the
Parties enter into this Agreement without prejudice to any
positions they have taken previously, or may take in the
future in any legislative, regulatory, or other public forum
addressing any matters, including matters related to the types
of arrangements prescribed by this Agreement.
(A)1.2 The provisions in this Agreement are based, in large part, on
the existing state of the law, rules, regulations and
interpretations thereof, as of the date hereof (the "Existing
Rules"). Among the Existing Rules are or could be the results
of arbitrated decisions by the Commission which are currently
being challenged by USW. Among the Existing Rules are certain
FCC rules and orders that are the subject of, or affected by,
the opinion issued by the Supreme Court of the United States
in AT&T Corp., ET AL. V. IOWA UTILITIES BOARD, ET AL. on
January 25, 1999. Nothing in this Agreement shall preclude or
stop USW from taking any position in any forum concerning the
proper interpretation or effect of the Existing Rules or
concerning whether the Existing Rules should be changed,
dismissed, stayed or modified. To the extent that the Existing
Rules are changed, vacated, dismissed, stayed or modified,
then the Parties shall amend this Agreement and all contracts
adopting all or part of this Agreement pursuant to Section
252(i) of the Act, shall be amended to reflect such
modification or change of the Existing Rules. Where the
Parties fail to agree upon such an amendment, it shall be
resolved in accordance with the Dispute Resolution provision
of this Agreement. It is expressly understood that this
Agreement will be corrected to reflect the outcome of generic
pricing proceedings by the Commission. This Section (A)1.2
shall be considered part of the rates, terms and conditions of
each service resale arrangement contained in this Agreement,
and this Section (A)1.2 shall be considered legitimately
related to the purchase of each service for resale arrangement
contained in this Agreement.
(A)1.3 This Agreement is entered into as a result of both private
negotiations between the Parties and the incorporation of some
of the results of arbitrated decisions by the Commission,
acting pursuant to Section 252 (b) of the Act, and involving
interconnection/resale agreements of other parties. The
Parties have included for convenience certain rates, terms or
conditions in this Agreement which reflect
Page 1
Part A
General Terms
rates, terms or conditions established in some or all of those
other arbitrations. RESELLER acknowledges: (1) that those
rates, terms or conditions are extended only because of the
arbitrated results in other dockets, (2) that USW intends to
appeal certain of those decisions, and (3) that any
negotiations, appeal, stay, injunction or similar proceeding
impacting the applicability of those rates, terms or
conditions to the local service providers who were parties to
those arbitrations will similarly impact the applicability of
those rates, terms or conditions to RESELLER. The Parties
further recognize that this Agreement is subject to the
generic proceedings by the Commission addressing the services
in this Agreement.
(A)1.4 This Agreement sets forth the terms, conditions and prices
under which USW agrees to provide services for resale to
RESELLER, all for the sole purpose of providing
Telecommunications Services.
(A)1.5 In the performance of their obligations under this Agreement,
the Parties shall act in good faith and consistently with the
intent of the Act. Where notice, approval or similar action by
a Party is permitted or required by any provision of this
Agreement, (including, without limitation, the obligation of
the Parties to further negotiate the resolution of new or open
issues under this Agreement) such action shall not be
unreasonably delayed, withheld or conditioned.
(A)1.6 USW may make services and features available to RESELLER for
resale under this Agreement consistent with the way they are
available to USW end users, without a formal amendment to this
Agreement. Nothing herein prevents either Party from raising
other issues through additional good faith negotiations.
(A)1.7 This Agreement is structured in the following format:
Part A - General Terms
Part B - Resale
Part C - Directory Services
Part D - Miscellaneous Provisions
Part E - Rates
Part F - Signature
(A)1.8 Prior to placing any orders for services under this Agreement,
the Parties will jointly complete USW`s "Reseller
Questionnaire". This questionnaire will then be used to:
Determine geographical requirements
Identify RESELLER Ids
Determine USW system requirements to support RESELLER specific
activity
Collect credit information
Obtain billing information
Create summary bills
Establish input and output requirements
Create and distribute USW and RESELLER contact lists
Identify client hours and holidays
Page 2
Part A
General Terms
(A)2. DEFINITIONS
(A)2.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.
seq.), as amended by the Telecommunications Act of 1996, and
as from time to time interpreted in the duly authorized rules
and regulations of the FCC or a Commission within its state of
jurisdiction.
(A)2.2 "Basic Exchange Features" are optional end user switched
services that include, but are not necessarily limited to:
Automatic Call Back; Call Trace; Caller ID and Related
Blocking Features; Distinctive Ringing/Call Waiting; Selective
Call Forward; and Selective Call Rejection.
(A)2.3 "Basic Exchange Telecommunications Service" means a service
offered to end users which provides the end user with a
telephonic connection to, and a unique local telephone number
address on the public switched telecommunications network, and
which enables such end user to generally place calls to, or
receive calls from, other stations on the public switched
telecommunications network. Basic residence and business line
services are Basic Exchange Telecommunications Services. As
used solely in the context of this statement and unless
otherwise agreed, Basic Exchange Telecommunications Service
includes access to ancillary services such as 911, directory
assistance and operator services.
(A)2.4 "Commission" means the Public Service Commission in the state
of North Dakota.
(A)2.5 "Enhanced Services" means any service offered over common
carrier transmission facilities that employ computer
processing applications that act on format, content, code,
protocol or similar aspects of the subscriber's transmitted
information; that provide the subscriber with additional,
different or restructured information; or involve end user
interaction with stored information.
(A)2.6 "Interconnect & Resale Resource Guide" is a USW document that
provides essential information needed to request services
available under this Agreement. It is available on USW`s Web
site.
(A)2.7 "Interchange Carrier" or "IXC" means a carrier that provides
interLATA or IntraLATA Toll services.
(A)2.8 "IntraLATA Toll" is defined in accordance with USW`s current
intraLATA toll serving areas, as determined by the Federal
Communications Commission.
(A)2.9 "Local Exchange Carrier" or "LEC" means any person that is
engaged in the provision of telephone exchange service or
exchange access. Such term does not include a person insofar
as such person is engaged in the provision of a commercial
mobile service under Section 332(c) of the Act, except to the
extent that the FCC finds that such service should be included
in the definition of such term.
(A)2.10 "Party" means either USW or RESELLER and "Parties" means USW
and RESELLER.
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Part A
General Terms
(A)2.11 "Reseller" is a category of local exchange service provider
that obtains dial tone and associated Telecommunications
Services from another provider through the purchase of
finished services for resale to its end users.
(A)2.12 "Tariff" as used throughout this Agreement refers to USW
interstate Tariffs and state Tariffs, price lists, price
schedules and catalogs.
(A)2.13 "Telecommunications Carrier" means any provider of
Telecommunications Services, except that such term does not
include aggregators of Telecommunications Services (as defined
in Section 226 of the Act). A Telecommunications Carrier shall
be treated as a common carrier under the Act only to the
extent that it is engaged in providing Telecommunications
Services, except that the Federal Communications Commission
shall determine whether the provision of fixed and mobile
satellite service shall be treated as common carriage.
(A)2.14 "Telecommunications Services" means the offering of
telecommunications for a fee directly to the public, or to
such classes of users as to be effectively available directly
to the public, regardless of the facilities used.
(A)2.15 Terms not otherwise defined here, but defined in the Act shall
have the meaning defined there. Where a term is defined in the
regulations implementing the Act but not in this Agreement,
the Parties do not necessarily intend to adopt the definition
as set forth in said regulations.
(A)3. TERMS AND CONDITIONS
(A)3.1 GENERAL PROVISIONS
(A)3.1.1 Each Party is solely responsible for the services it
provides to its end users and to other
Telecommunications Carriers.
(A)3.1.2 The Parties shall work cooperatively to minimize
fraud associated with intra-LATA toll, third-number
billed calls, and any other services related to this
Agreement.
(A)3.1.3 Nothing in this Agreement shall prevent either Party
from seeking to recover the costs and expenses, if
any, it may incur in (a) complying with and
implementing its obligations under this Agreement,
the Act, and the rules, regulations and orders of the
FCC and the Commission, and (b) the development,
modification, technical installation and maintenance
of any systems or other infrastructure which it
requires to comply with and to continue complying
with its responsibilities and obligations under this
Agreement.
(A)3.2 TERM OF AGREEMENT
This Agreement shall become effective upon Commission
approval, pursuant to Sections 251 and 252 of the Act, shall
terminate on April 8, 2002, and shall be binding upon the
Parties during that term, notwithstanding Section 252(i) of
the Act. After the date specified above, this Agreement shall
continue in force and
Page 4
Part A
General Terms
effect until terminated by either Party providing one hundred
sixty (160) days written notice of termination to the other
Party. The day the notice is served will determine the
starting point for a 160-day negotiation period (in accordance
with 252(b)l of the Act. In the event of such termination,
existing or pending service arrangements made available under
this Agreement shall continue in total without interruption
under either a) a new or adoption agreement executed by the
Parties, or b) tariff terms and conditions generally
available to all resellers.
(A)3.2.1 If the Parties are unable to negotiate a new
agreement during the negotiation period described
above, the window of opportunity to file for
arbitration to resolve outstanding contractual issues
in accordance with the Act will occur between days
135 and 160 of the 160 day notice period.
(A)3.2.2 If the Parties are able to reach agreement, this
Agreement shall continue for the brief period of time
needed to secure the Commission's approval of an
adoption agreement or a new resale agreement. In the
case of Section (A)3.2.1, this Agreement will expire
on the termination date specified in the one hundred
sixty (160) day notice referenced above, unless a
petition for arbitration has been filed, but if such
a petition has been filed then this Agreement shall
continue for the period necessary for the Commission
to act and resolve the disputed issues so that the
Parties will have an effective resale agreement.
(A)3.3 PROOF OF AUTHORIZATION
Where so indicated in specific sections of this Agreement,
each party shall be responsible for obtaining and having in
its possession Proof of Authorization ("POA"). POA shall
consist of verification of the end user's selection and
authorization adequate to document the end user's selection..
Such selection may be obtained in the following ways:
(A)3.3.1 The end user's written Letter of Authorization.
(A)3.3.2 The end user's electronic authorization by use of an
1-8XX number.
(A)3.3.3 The end user's oral authorization verified by an
independent third party (with third party
verification as POA).
The Parties shall make POAs available to each other upon
request, in accordance with the applicable laws and rules.
Unless prohibited by applicable laws or regulations, a. charge
of $100.00 ("slamming charge") will be assessed if the POA
cannot be provided supporting the change in service provider.
If there is a conflict between the end user designation and
the other Party's written evidence of its authority, the
Parties shall honor the designation of the end user and change
the end user back to the previous service provider.
Page 5
Part A
General Terms
(A)3.4 PAYMENT
(A)3.4.1 Amounts payable under this Agreement are due and
payable within thirty (30) calendar days after the
date of USW's invoice, or within twenty (20) days
after receipt of the invoice, whichever is later. If
the payment due date is not a Business Day, the
payment shall be made the next Business Day..
USW may discontinue processing orders for the failure
by RESELLER to make full payment for the services
provided under this Agreement within thirty (30) days
of the due date on RESELLER's xxxx.
USW may disconnect for the failure by RESELLER to
make full payment for the services provided under
this Agreement within sixty (60) days of the due date
on RESELLER's xxxx. RESELLER will pay the Tariff
charge required to reconnect each end user line
disconnected pursuant to this paragraph.
(A)3.4.2 Should RESELLER dispute, in good faith, any portion
of the monthly billing under this Agreement, RESELLER
will notify USW in writing within thirty (30)
calendar days of the receipt of such billing,
identifying the amount, reason and rationale of such
dispute. RESELLER shall pay all amounts due. Both
RESELLER and USW agree to expedite the investigation
of any disputed amounts in an effort to resolve and
settle the dispute prior to initiating any other
rights or remedies. Should the dispute be resolved in
RESELLER's favor and the resolved amount did not
appear as a credit on RESELLER's next invoice from
USW, USW will reimburse RESELLER the resolved amount
plus interest from the date of payment. The amount of
interest will be calculated using the late payment
factor that would have applied to such amount had it
not been paid on time.
(A)3.4.3 USW will determine RESELLER's credit status based on
previous payment history with USW or credit reports
such as Dun and Bradstreet. If RESELLER has not
established satisfactory credit with USW or if
RESELLER is repeatedly delinquent in making its
payments, USW may require a deposit to be held as
security for the payment of charges. "Repeatedly
delinquent" means being thirty (30) calendar days or
more delinquent for three (3) consecutive months. The
deposit may not exceed the estimated total monthly
charges for a two (2) month period. The deposit may
be a surety bond, a letter of credit with terms and
conditions acceptable to USW or some other form of
mutually acceptable security such as a cash deposit.
Required deposits are due and payable within ten (10)
calendar days after demand in accordance with
Commission requirements.
Page 6
Part A
General Terms
(A)3.4.4 Interest will be paid on cash deposits at the rate
applying to deposits under applicable Commission
rules, regulations, or Tariffs. Cash deposits and
accrued interest will be credited to RESELLER's
account or refunded, as appropriate, upon the earlier
of the termination of this Agreement or the
establishment of satisfactory credit with USW, which
will generally be one (1) full year of timely
payments in full by RESELLER. The fact that a deposit
has been made does not relieve RESELLER from any
requirements of this Agreement.
(A)3.4.5 USW may review RESELLER's credit standing and modify
the amount of deposit required.
(A)3.4.6 The late payment charge for amounts that are billed
under this Agreement shall be in accordance with
state Tariffs/Commission Rules and Orders.
(A)3.5 Taxes
Each Party purchasing services hereunder shall pay or
otherwise be responsible for all federal, state, or local
sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges levied against or upon such
purchasing Party (or the providing Party when such providing
Party is permitted to pass along to the purchasing Party such
taxes, fees or surcharges), except for any tax on either
Party's corporate existence, status or income. Whenever
possible, these amounts shall be billed as a separate item on
the invoice. To the extent a sale is claimed to be for resale
tax exemption, the purchasing Party shall furnish the
providing Party a proper resale tax exemption certificate as
authorized or required by statute or regulation by the
jurisdiction providing said resale tax exemption. Until such
time as a resale tax exemption certificate is provided, no
exemptions will be applied.
(A)3.6 FORCE MAJEURE
Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement from any cause
beyond its control and without its fault or negligence
including, without limitation, acts of nature, acts of civil
or military authority, government regulations, embargoes,
epidemics, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, work
stoppages, equipment failure, power blackouts, volcanic
action, other major environmental disturbances, unusually
severe weather conditions, inability to secure products or
services of other persons or transportation facilities or acts
or omissions of transportation carriers (collectively, a
"Force Majeure Event"). The Party affected by a Force Majeure
Event shall give prompt notice to the other Party, shall be
excused from performance of its obligations hereunder on a day
to day basis to the extent those obligations are prevented by
the Force Majeure Event, and shall use reasonable efforts to
remove or mitigate the Force Majeure Event. In the event of a
labor dispute or strike the Parties agree to provide service
to each other at a level equivalent to the level they provide
themselves.
Page 7
Part A
General Terms
(A)3.7 LIMITATION OF LIABILITY
(A)3.7.1 Except for losses relating to or arising out of any
act or omission in its performance of services or
functions provided under this Agreement, each Party
shall be liable to the other for direct damages for
any loss, defect or equipment failure resulting from
the causing Party's conduct or the conduct of its
agents or contractors in performing the obligations
contained in this Agreement.
(A)3.7.2 Neither Party shall be liable to the other for
indirect, incidental, consequential, or special
damages, including (without limitation) damages for
lost profits, lost revenues, lost savings suffered by
the other Party regardless of the form of action,
whether in contract, warranty, strict liability,
tort, including (without limitation) negligence of
any kind and regardless of whether the Parties know
the possibility that such damages could result.
(A)3.7.3 Except for indemnity obligations, each Party's
liability to the other Party for any loss relating to
or arising out of any act or omission in its
performance of services or functions provided under
this Agreement, whether in contract or in tort, shall
be limited to the total amount that is or would have
been charged to the other Party by such breaching
Party for the service(s) or function(s) not performed
or improperly performed.
(A)3.7.4 Nothing contained in this Section shall limit either
Party's liability to the other for intentional,
malicious misconduct.
(A)3.7.5 Nothing contained in this Section shall limit either
Party's obligations of indemnification as specified
in the Indemnity Section of this Agreement.
(A)3.7.6 Neither Party shall be liable to the other under any
theory including indemnity on account of such Party's
failure or neglect to have or maintain a system or
systems that are Year 2000 compliant. As the Parties
approach the Year 2000, date information associated
with any interfaces between the Parties is expected
to remain as it is.
(A)3.8 INDEMNITY
(A)3.8.1 With respect to third party claims, the Parties agree
to indemnify each other as follows:
(A)3.8.1.1 Except for claims made by end users of one
Party against the other Party, which
claims are based on defective or faulty
services provided by the other Party to
the one Party, each of the Parties agree
to release, indemnify, defend and hold
harmless the other Party and each of its
officers, directors, employees and agents
(each an "Indemnitee") from and against
and in respect
Page 8
Part A
General Terms
of any loss, debt, liability, damage,
obligation, claim, demand, judgment or
settlement of any nature or kind, known
or unknown, liquidated or unliquidated
including, but not limited to, costs and
attorneys' fees, whether suffered, made,
instituted, or asserted by any other party
or person, for invasion of privacy,
personal injury to or death of any person
or persons, or for loss, damage to, or
destruction of property, whether or not
owned by others, resulting from the
indemnifying Party's performance, breach
of applicable law, or status of its
employees, agents and subcontractors; or
for failure to perform under this
Agreement, regardless of the form of
action.
(A)3.8.1.2 Where the third party claim is made by (or
through) an end user of one Party against
the other Party, which claim is based on
defective or faulty services provided by
the other Party to the one Party then
there shall be no obligation of indemnity
unless the act or omission giving rise to
the defective or faulty services is shown
to be intentional, malicious misconduct of
the other Party.
(A)3.8.1.3 If the claim is made by (or through) an
end user and where a claim is in the
nature of a claim for invasion of privacy,
libel, slander, or other claim based on
the content of a transmission, and it is
made against a Party who is not the
immediate provider of the
Telecommunications Service to the end user
(the indemnified provider), then in the
absence of fault or neglect on the part
of the indemnified provider, the Party
who is the immediate seller of such
Telecommunications Service shall
indemnify, defend and hold harmless the
indemnified provider from such claim.
(A)3.8.2 The indemnification provided herein shall be conditioned
upon:
(A)3.8.2.1 The indemnified Party shall promptly
notify the indemnifying Party of any
action taken against the indemnified Party
relating to the indemnification. Failure
to so notify the indemnifying Party shall
not relieve the indemnifying Party of any
liability that the indemnifying Party
might have, except to the extent that such
failure prejudices the indemnifying
Party's ability to defend such claim.
(A)3.8.2.2 The indemnifying Party shall have sole
authority to defend any such action,
including the selection of legal
Page 9
Part A
General Terms
counsel, and the indemnified Party
may engage separate legal counsel
only at its sole cost and expense.
(A)3.8.2.3 In no event shall the indemnifying
Party settle or consent to any
judgment pertaining to any such
action without the prior written
consent of the indemnified Party.
(A)3.9 INTELLECTUAL PROPERTY
(A)3.9.1 Each Party hereby grants to the other Party the
limited, personal and nonexclusive right and
license to use its patents, copyrights and
trade secrets but only to the extent necessary
to implement this Agreement or specifically
required by the then applicable federal and
state rules and regulations relating to
Interconnection and access to
telecommunications facilities and services, and
for no other purposes. Nothing in this
Agreement shall be construed as the grant to
the other Party of any rights or licenses to
trademarks.
(A)3.9.2 The rights and licenses above are granted "AS
IS" and the other Party's exercise of any such
right and license shall be at the sole and
exclusive risk of the other Party. Neither
Party shall have any obligation to defend,
indemnify or hold harmless, or acquire any
license or right for the benefit of, or owe any
other obligation or have any liability to, the
other based on or arising from any claim,
demand, or proceeding (hereinafter "claim") by
any third party alleging or asserting that the
use of any circuit, apparatus, or system, or
the use of any software, or the performance of
any service or method, or the provision of any
facilities by either Party under this Agreement
constitutes infringement, or misuse or
misappropriation of any patent, copyright,
trade secret, or any other proprietary or
intellectual property right of any third party.
(A)3.9.3 As a condition to the access or use of patents,
copyrights, trade secrets and other
intellectual property (including software)
owned or controlled by a third party to the
extent necessary to implement this Agreement or
specifically required by the then applicable
federal and state rules and regulations
relating to Interconnection and access to
telecommunications facilities and services, the
Party providing access may require the other,
upon written notice, from time to time, to
obtain a license or permission for such access
or use, make all payments in connection with
obtaining such license, and provide evidence of
such license.
(A)3.9.4 Except as expressly provided in this
Intellectual Property Section, nothing in this
Agreement shall be construed as the grant of a
license, either express or implied, with
respect to any patent, copyright, logo,
trademark, trade name, trade secret or any
other intellectual property right now or
hereafter owned, controlled or licensable by
either Party.
Page 10
Part A
General Terms
Neither Party may use any patent, copyright,
logo, trademark, trade name, trade secret or
other intellectual property rights of the other
Party or its affiliates without execution of a
separate agreement between the Parties.
(A)3.9.5 Neither Party shall without the express written
permission of the other Party, state or imply
that: 1) it is connected, or in any way
affiliated with the other or its affiliates, 2)
it is part of a joint business association or
any similar arrangement with the other or its
affiliates, 3) the other Party and its
affiliates are in any way sponsoring, endorsing
or certifying it and its goods and services, or
4) with respect to its advertising or
promotional activities or materials, that the
resold goods and services are in any way
associated with or originated from the other or
any of its affiliates. Nothing in this
paragraph shall prevent either Party from
truthfully describing the network elements it
uses to provide service to its end users,
provided it does not represent the network
elements as originating from the other Party or
its affiliates.
(A)3.9.6 For purposes of resale only and notwithstanding
the above, unless otherwise prohibited by USW
pursuant to an applicable provision herein,
RESELLER may use the phrase "RESELLER is a
reseller of U S WEST Communications services"
(the "Authorized Phrase") in RESELLER's printed
materials provided:
(A)3.9.6.1 The Authorized Phrase is not used in
connection with any goods or
services other than USW services
resold by RESELLER.
(A)3.9.6.2 RESELLER's use of the Authorized
Phrase does not cause end users to
believe that RESELLER is USW.
(A)3.9.6.3 RESELLER may not use the U S WEST
logo. The Authorized Phrase, when
displayed, appears only in text form
with all letters being the same font
and point size. The point size of
the Authorized Phrase shall be no
greater than one fourth the point
size of the smallest use of
RESELLER's name and in no event
shall exceed 8 point size.
(A)3.9.6.4 RESELLER shall provide all printed
materials using the Authorized
Phrase to USW for its prior written
approval.
(A)3.9.6.5 If USW determines that RESELLER's
use of the Authorized Phrase causes
end user confusion, USW may
immediately terminate RESELLER's
right to use the Authorized Phrase.
(A)3.9.6.6 Upon termination of RESELLER's right
to use the Authorized Phrase or
termination of this Agreement, all
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Part A
General Terms
permission or right to use the
Authorized Phrase shall immediately
cease to exist and RESELLER shall
immediately cease any and all such
use of the Authorized Phrase.
RESELLER shall either promptly
return to USW or destroy all
materials in its possession or
control displaying the Authorized
Phrase.
(A)3.9.7 RESELLER acknowledges the value of the marks
"U S WEST" and "U S WEST Communications" (the
"Marks") and the goodwill associated therewith
and acknowledges that such goodwill is a
property right belonging to U S WEST, Inc. and
USW respectively (the "Owners"). RESELLER
recognizes that nothing contained in this
Agreement is intended as an assignment or grant
to RESELLER of any right, title or interest in
or to the Marks and that this Agreement does
not confer any right or license to grant
sublicenses or permission to third parties to
use the Marks and is not assignable. RESELLER
will do nothing inconsistent with the Owner's
ownership of the Marks, and all rights, if any,
that may be acquired by use of the Marks shall
inure to the benefit of the Owners. RESELLER
will not adopt, use (other than as authorized
herein), register or seek to register any xxxx
anywhere in the world which is identical or
confusingly similar to the Marks or which is so
similar thereto as to constitute a deceptive
colorable imitation thereof or to suggest or
imply some association, sponsorship, or
endorsement by the Owners. The Owners make no
warranties regarding ownership of any rights in
or the validity of the Marks.
(A)3.10 WARRANTIES
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE
DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
(A)3.11 ASSIGNMENT
(A)3.11.1 Neither Party may assign or transfer (whether
by operation of law or otherwise) this
Agreement (or any rights or obligations
hereunder) to a third party without the prior
written consent of the other Party.
Notwithstanding the foregoing, either Party may
assign or transfer this Agreement to a
corporate affiliate or an entity under its
common control; however, if RESELLER's assignee
or transferee has an interconnection agreement
with USW, no assignment or transfer of this
Agreement shall be effective without the prior
written consent of USW. Such consent shall
include appropriate resolutions of conflicts
and discrepancies between the assignee's or
transferee's interconnection agreement and this
Agreement. Any attempted
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Part A
General Terms
assignment or transfer that is not permitted is
void AB INITIO. Without limiting the generality
of the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of
the Parties' respective successors and assigns.
(A)3.11.2 Without limiting the generality of the
foregoing subsection, any merger, dissolution,
consolidation or other reorganization of
RESELLER, or any sale, transfer, pledge or
other disposition by RESELLER of securities
representing more than 50% of the securities
entitled to vote in an election of RESELLER's
board of directors or other similar governing
body, or any sale, transfer, pledge or other
disposition by RESELLER of substantially all of
its assets, shall be deemed a transfer of
control. If any entity, other than RESELLER,
involved in such merger, dissolution,
consolidation, reorganization, sale, transfer,
pledge or other disposition of RESELLER has an
interconnection agreement with USW, the Parties
agree that only one agreement, either this
Agreement or the interconnection agreement of
the other entity, will remain valid. All other
interconnection agreements will be terminated.
The Parties agree to work together to determine
which interconnection agreement should remain
valid and which should terminate. In the event
the Parties cannot reach agreement on this
issue, the issue shall be resolved through the
Dispute Resolution process contained in this
Agreement.
(A)3.12 DEFAULT
If either Party defaults in the payment of any amount due
hereunder, or if either Party violates any other material
provision of this Agreement, and such default or violation
shall continue for thirty (30) calendar days after written
notice thereof, the other Party may seek relief in
accordance with the Dispute Resolution provision of this
Agreement. The failure of either Party to enforce any of
the provisions of this Agreement or the waiver thereof in
any instance shall not be construed as a general waiver or
relinquishment on its part of any such provision, but the
same shall, nevertheless, be and remain in full force and
effect.
(A)3.13 DISCLAIMER OF AGENCY
Except for provisions herein expressly authorizing a Party
to act for another, nothing in this Agreement shall
constitute a Party as a legal representative or agent of
the other Party, nor shall a Party have the right or
authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in
the name or on behalf of the other Party unless otherwise
expressly permitted by such other Party. Except as
otherwise expressly provided in this Agreement, no Party
undertakes to perform any obligation of the other Party
whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's
business.
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Part A
General Terms
(A)3.14 NONDISCLOSURE
(A)3.14.1 All information, including but not limited to
specifications, microfilm, photocopies,
magnetic disks, magnetic tapes, drawings,
sketches, models, samples, tools, technical
information, data, employee records, maps,
financial reports, and market data, (i)
furnished by one Party to the other Party
dealing with end user specific, facility
specific, or usage specific information, other
than end user information communicated for the
purpose of providing directory assistance or
publication of directory database, or (ii) in
written, graphic, electromagnetic, or other
tangible form and marked at the time of
delivery as "Confidential" or "Proprietary", or
(iii) communicated and declared to the
receiving Party at the time of delivery, or by
written notice given to the receiving Party
within ten (10) calendar days after delivery,
to be "Confidential" or "Proprietary"
(collectively referred to as "Proprietary
Information"), shall remain the property of the
disclosing Party. A Party who receives
Proprietary Information via an oral
communication may request written confirmation
that the material is Proprietary Information. A
Party who delivers Proprietary Information via
an oral communication may request written
confirmation that the Party receiving the
information understands that the material is
Proprietary Information.
(A)3.14.2 Upon request by the disclosing Party, the
receiving Party shall return all tangible
copies of Proprietary Information, whether
written, graphic or otherwise, except that the
receiving Party may retain one copy for
archival purposes.
(A)3.14.3 Each Party shall keep all of the other Party's
Proprietary Information confidential and shall
use the other Party's Proprietary Information
only in connection with this Agreement. Neither
Party shall use the other Party's Proprietary
Information for any other purpose except upon
such terms and conditions as may be agreed upon
between the Parties in writing.
(A)3.14.4 Unless otherwise agreed, the obligations of
confidentiality and non-use set forth in this
Agreement do not apply to such Proprietary
Information as:
(A)3.14.4.1 was at the time of receipt already
known to the receiving Party free
of any obligation to keep it
confidential evidenced by written
records prepared prior to delivery
by the disclosing Party; or
(A)3.14.4.2 is or becomes publicly known
through no wrongful act of the
receiving Party; or
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Part A
General Terms
(A)3.14.4.3 is rightfully received from a third
person having no direct or indirect
secrecy or confidentiality
obligation to the disclosing Party
with respect to such information;
or
(A)3.14.4.4 is independently developed by an
employee, agent, or contractor of
the receiving Party which
individual is not involved in any
manner with the provision of
services pursuant to the Agreement
and does not have any direct or
indirect access to the Proprietary
Information; or
(A)3.14.4.5 is disclosed to a third person by
the disclosing Party without
similar restrictions on such third
person's rights; or
(A)3.14.4.6 is approved for release by written
authorization of the disclosing
Party; or
(A)3.14.4.7 is required to be made public by
the receiving Party pursuant to
applicable law or regulation
provided that the receiving Party
shall give sufficient notice of the
requirement to the disclosing Party
to enable the disclosing Party to
seek protective orders.
(A)3.14.5 Nothing herein is intended to prohibit a Party
from supplying factual information about its
network and Telecommunications Services on or
connected to its network to regulatory agencies
including the Federal Communications Commission
and the Commission so long as any confidential
obligation is protected.
(A)3.14.6 Effective Date Of This Section. Notwithstanding
any other provision of this Agreement, the
Proprietary Information provisions of this
Agreement shall apply to all information
furnished by either Party to the other in
furtherance of the purpose of this Agreement,
even if furnished before the date of this
Agreement.
(A)3.15 SURVIVAL
Any liabilities or obligations of a Party for acts or
omissions prior to the cancellation or termination of this
Agreement; any obligation of a Party under the provisions
regarding indemnification, Confidential or Proprietary
Information, limitations of liability, and any other
provisions of this Agreement which, by their terms, are
contemplated to survive (or to be performed after)
termination of this Agreement, shall survive cancellation
or termination hereof.
(A)3.16 DISPUTE RESOLUTION
(A)3.16.1 If any claim, controversy or dispute between
the Parties, their agents, employees, officers,
directors or affiliated agents should arise,
and the Parties do not resolve it in the
ordinary course of their dealings (the
"Dispute"), then it shall be resolved in
accordance with the
Page 15
Part A
General Terms
dispute resolution process set forth in this
Section. Each notice of default, unless cured
within the applicable cure period, shall be
resolved in accordance herewith.
(A)3.16.2 At the written request of either Party, and
prior to any other formal dispute resolution
proceedings, each Party shall designate an
officer-level employee, at no less than the
vice president level, to review, meet, and
negotiate, in good faith, to resolve the
Dispute. The Parties intend that these
negotiations be conducted by non-lawyer,
business representatives, and the locations,
format, frequency, duration, and conclusions of
these discussions shall be at the discretion of
the representatives. By mutual agreement, the
representatives may use other procedures, such
as mediation, to assist in these negotiations.
The discussions and correspondence among the
representatives for the purposes of these
negotiations shall be treated as Confidential
Information developed for purposes of
settlement, and shall be exempt from discovery
and production, and shall not be admissible in
any subsequent arbitration or other proceedings
without the concurrence of both of the Parties.
(A)3.16.3 If the vice-presidential level representatives
have not reached a resolution of the Dispute
within thirty (30) calendar days after the
matter is referred to them, then either Party
may demand that the Dispute be settled by
arbitration. Such an arbitration proceeding
shall be conducted by a single arbitrator,
knowledgeable about the telecommunications
industry. The arbitration proceedings shall be
conducted under the then current rules of the
American Arbitration Association ("AAA"). The
Federal Arbitration Act, 9 U.S.C. Sections
1-16, not state law, shall govern the
arbitrability of the Dispute. The arbitrator
shall not have authority to award punitive
damages. All expedited procedures prescribed by
the AAA rules shall apply. The arbitrator's
award shall be final and binding and may be
entered in any court having jurisdiction
thereof. Each Party shall bear its own costs
and attorneys' fees, and shall share equally in
the fees and expenses of the arbitrator. The
arbitration proceedings shall occur in the
Denver, Colorado metropolitan area. It is
acknowledged that the Parties, by mutual,
written agreement, may change any of these
arbitration practices for a particular, some,
or all Dispute(s).
(A)3.16.4 Should it become necessary to resort to court
proceedings to enforce a Party's compliance
with the dispute resolution process set forth
herein, and the court directs or otherwise
requires compliance herewith, then all of the
costs and expenses, including its reasonable
attorney fees, incurred by the Party requesting
such enforcement shall be reimbursed by the
non-complying Party to the requesting Party.
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Part A
General Terms
(A)3.16.5 No Dispute, regardless of the form of action,
arising out of this Agreement, may be brought
by either Party more than two (2) years after
the cause of action accrues.
(A)3.17 CONTROLLING LAW
This Agreement was negotiated by the Parties in accordance
with the terms of the Act and the laws of the state where
service is provided hereunder. It shall be interpreted
solely in accordance with the terms of the Act and the
applicable state law in the state where the service is
provided.
(A)3.18 JOINT WORK PRODUCT
This Agreement is the joint work product of the Parties
and has been negotiated by the Parties and their
respective counsel and shall be fairly interpreted in
accordance with its terms and, in the event of any
ambiguities, no inferences shall be drawn against either
Party.
(A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
Neither Party shall be liable to the other for any costs
whatsoever resulting from the presence or release of any
environmental hazard that either Party did not introduce
to the affected work location. Both Parties shall defend
and hold harmless the other, its officers, directors and
employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses
(including reasonable attorneys' fees) that arise out of
or result from (i) any environmental hazard that the
indemnifying Party, its contractors or agents introduce to
the work locations or (ii) the presence or release of any
environmental hazard for which the indemnifying Party is
responsible under applicable law.
(A)3.20 NOTICES
Any notices required by or concerning this Agreement shall
be sent to the Parties at the addresses shown below:
USW
Director Interconnection Compliance
1801 California, Room 2410
Xxxxxx, XX 00000
With copy to:
U S WEST Law Department
Attention: General Counsel, Interconnection
0000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
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Part A
General Terms
RESELLER
Xxxx Xxxxx
Xxxxx Xxxxx
0 Xxxxxxxxxx Xxxxx Xxxxx
0xx Xxxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000, ext. 136
Fax: 000-000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
Each Party shall inform the other of any changes in the
above addresses.
(A)3.21 RESPONSIBILITY OF EACH PARTY
Each Party is an independent contractor, and has and
hereby retains the right to exercise full control of and
supervision over its own performance of its obligations
under this Agreement and retains full control over the
employment, direction, compensation and discharge of all
employees assisting in the performance of such
obligations. Each Party will be solely responsible for all
matters relating to payment of such employees, including
compliance with social security taxes, withholding taxes
and all other regulations governing such matters. Each
Party will be solely responsible for proper handling,
storage, transport and disposal at its own expense of all
(i) substances or materials that it or its contractors or
agents bring to, create or assume control over at work
locations or, (ii) waste resulting therefrom or otherwise
generated in connection with its or its contractors' or
agents' activities at the work locations. Subject to the
limitations on liability and except as otherwise provided
in this Agreement, each Party shall be responsible for (i)
its own acts and performance of all obligations imposed by
applicable law in connection with its activities, legal
status and property, real or personal and, (ii) the acts
of its own affiliates, employees, agents and contractors
during the performance of that Party's obligations
hereunder.
(A)3.22 NO THIRD PARTY BENEFICIARIES
This Agreement does not provide and shall not be construed
to provide third parties with any remedy, claim,
liability, reimbursement, cause of action, or other
privilege.
(A)3.23 REFERENCED DOCUMENTS
All references to Sections shall be deemed to be
references to Sections of this Agreement unless the
context shall otherwise require. Whenever any provision of
this Agreement refers to a technical reference, technical
publication, RESELLER practice, USW practice, any
publication of telecommunications industry administrative
or technical standards, or any other document specifically
incorporated into this Agreement, it will be deemed to be
a reference to the most recent version or edition
(including any amendments, supplements, addenda, or
successors) of such document that is in effect, and will
include the most recent
Page 18
Part A
General Terms
version or edition (including any amendments, supplements,
addenda, or successors) of each document incorporated by
reference in such a technical reference, technical
publication, RESELLER practice, USW practice, or
publication of industry standards. USW will not implement
changes in the most recent version or edition in the
documents described above when such changes are optional.
The existing configuration of either Party's network may
not be in immediate compliance with the latest release of
applicable referenced documents.
(A)3.24 PUBLICITY
Neither Party shall publish or use any publicity materials
with respect to the execution and delivery or existence of
this Agreement without the prior written approval of the
other Party.
(A)3.25 AMENDMENT
RESELLER and USW may mutually agree to amend this
Agreement in writing. Since it is possible that amendments
to this Agreement may be needed to fully satisfy the
purposes and objectives of this Agreement, the Parties
agree to work cooperatively, promptly and in good faith to
negotiate and implement any such additions, changes and
corrections to this Agreement.
(A)3.26 EXECUTED IN COUNTERPARTS
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original;
but such counterparts shall together constitute one and
the same instrument.
(A)3.27 HEADINGS OF NO FORCE OR EFFECT
The headings of Sections of this Agreement are for
convenience of reference only, and shall in no way define,
modify or restrict the meaning or interpretation of the
terms or provisions of this Agreement.
(A)3.28 REGULATORY APPROVAL
The Parties understand and agree that this Agreement will
be filed with the Commission for approval. In the event
the Commission rejects any portion of this Agreement,
renders it inoperable or creates an ambiguity that
requires further amendment, the Parties agree to meet and
negotiate in good faith to arrive at a mutually acceptable
modification.
(A)3.29 COMPLIANCE
Each Party shall comply with all federal, state, and local
laws, rules and regulations applicable to its performance
under this Agreement. Without limiting the foregoing, USW
and RESELLER agree to take all action necessary to keep
and maintain in full force and effect all permits,
licenses, certificates, insurance, and other authorities
needed to perform their respective obligations hereunder.
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Part A
General Terms
(A)3.30 COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW
ENFORCEMENT ACT OF 1994 ("CALEA")
Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under
this Agreement comply with CALEA. Each Party shall
indemnify and hold the other Party harmless from any and
all penalties imposed upon the other Party for such
noncompliance and shall at the noncompliant Party's sole
cost and expense, modify or replace any equipment,
facilities or services provided to the other Party under
this Agreement to ensure that such equipment, facilities
and services fully comply with CALEA.
(A)3.31 COOPERATION
The Parties agree that this Agreement involves the
provision of USW services in ways such services were not
previously available and the introduction of new processes
and procedures to provide and xxxx such services.
Accordingly, the Parties agree to work jointly and
cooperatively in testing and implementing processes for
pre-ordering, ordering, maintenance, provisioning and
billing and in reasonably resolving issues which result
from such implementation on a timely basis. Electronic
processes and procedures are addressed in Part D of this
Agreement.
(A)3.32 AVAILABILITY OF OTHER AGREEMENTS
With regard to the availability of other agreements, the
Parties agree that the provisions of Section 252(i) of the
Act shall apply, including state and federal, Commission
and court interpretive regulations and decisions in effect
from time to time.
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Part B
Resale
PART B - RESALE
(B)1. DESCRIPTION
(B)1.1 Pursuant to the Act and this Part B, USW shall offer for
resale at wholesale rates any Telecommunications Services
it provides to end users who are not Telecommunications
Carriers including terms and conditions (except prices) in
the USW Tariffs, where applicable. RESELLER may obtain
intraLATA toll service from USW for resale or RESELLER has
the option to self-provision intraLATA toll or to obtain
intraLATA toll for resale from another provider.
(B)1.2 The Parties agree that certain USW services are not
available for resale under this Agreement and certain
other USW services are available for resale but not at a
discount, as identified in Part E or in individual state
Tariffs. The availability of services and applicable
discounts identified in Part E or in individual Tariffs
are subject to change pursuant to the Rates and Charges
sub-section of this Resale section.
(B)2. TERMS AND CONDITIONS
(B)2.1 Basic Exchange Telecommunications Service, Basic Exchange
Features, Private Line Service, Frame Relay Service and
intraLATA Toll may be resold only for their intended or
disclosed use and only to the same class of end user to
which USW sells such services (e.g., residence service may
not be resold to business end users). Service provided
directly to RESELLER for its own use, such as
administrative services, must be identified by RESELLER
and RESELLER must pay the full retail rates and prices for
such services.
(B)2.2 USW shall provide to RESELLER Telecommunications Services
for resale that are at least equal in quality, and in
substantially the same time and manner that USW provides
these services to others, including other Resellers and
end users, and in accordance with any applicable
Commission service quality standards, including standards
the Commission may impose pursuant to Section 252 (e)(3)
of the Act.
(B)2.3 In the event that there are existing agreements between
RESELLER and USW for resale under USW retail Tariff
discounts, RESELLER may elect to continue to obtain
services for resale under the existing agreements and
retail Tariff discounts or RESELLER may elect to terminate
such existing agreements and obtain such services under
this Agreement with the associated wholesale discount
specified in Part E of this Agreement.
(B)2.4 In accordance with the Act, RESELLER will provide the date
it will begin to offer Telecommunications Services to
residential and business end users. RESELLER will provide
a two (2) year forecast within ninety (90) calendar days
of signing this Agreement The forecast shall be updated
and provided to USW on a annual basis or as requested by
USW. Each forecast will provide:
- The date service will be offered (by city and/or state)
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Part B
Resale
- The type and quantity of service(s) which will be
offered
- RESELLER's anticipated number of service orders
- Name of RESELLER's key contact personnel
The information provided pursuant to this paragraph shall
be considered Proprietary Information under the
Nondisclosure Section of this Agreement.
(B)2.5 RESELLER may not reserve blocks of USW telephone numbers,
except as allowed by Tariffs.
(B)2.6 USW will accept at no charge one primary listing for each
main telephone number belonging to RESELLER's end user
based on end user information provided to USW by RESELLER.
USW will place RESELLER's listings in USW's directory
listing database for directory assistance purposes.
Additional terms and conditions with respect to directory
listings are described in Part C of this Agreement.
(B)2.7 USW shall provide to RESELLER, for RESELLER's end users,
E911/911 call routing to the appropriate Public Safety
Answering Point ("PSAP). USW shall not be responsible for
any failure of RESELLER to provide accurate end user
information for listings in any databases in which USW is
required to retain and/or maintain end user information.
USW shall provide and validate RESELLER's end user
information to the Automatic Location
Identification/Database Management System ("ALI/DMS"). USW
shall use its standard process to update and maintain, on
the same schedule that it uses for its end users,
RESELLER's end user service information in the ALI/DMS
used to support E911/911 services. USW assumes no
liability for the accuracy of information provided by
RESELLER.
(B)2.8 If USW provides and RESELLER accepts operator services,
directory assistance, and intraLATA long distance as a
part of the resold line, it will be offered with standard
USW branding. RESELLER is not permitted to alter the
branding of these services in any manner when the services
are a part of the resold line without the prior written
approval of USW. However, at the request of RESELLER and
where technically feasible, USW will rebrand operator
services and directory assistance in RESELLER's name,
provided the charges associated with such rebranding are
paid by RESELLER.
(B)2.9 RESELLER shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its end users for interLATA
services and intraLATA services.
(B)2.10 When end users switch from USW to RESELLER, or to RESELLER
from any other Reseller, and if they do not change their
service address to an address served by a different
Central Office, such end users shall be permitted to
retain their current telephone numbers if they so desire.
USW shall take no action to prevent RESELLER end users
from retaining their current telephone numbers.
(B)2.11 RESELLER is liable for all fraud associated with service
to its end-users and accounts. USW takes no
responsibility, will not investigate, and will make no
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Part B
Resale
adjustments to RESELLER's account in cases of fraud unless
such fraud is the result of any intentional act or gross
negligence of USW. Notwithstanding the above, if USW
becomes aware of potential fraud with respect to
RESELLER's accounts, USW will promptly inform RESELLER
and, at the direction of RESELLER, take reasonable action
to mitigate the fraud where such action is possible.
(B)2.12 Resold services are available only where facilities
currently exist and are capable of providing such services
without construction of additional facilities or
enhancement of existing facilities. However, if RESELLER
requests that facilities be constructed or enhanced to
provide resold services, USW will review such requests on
a case-by-case basis and determine if it is economically
feasible for USW to build or enhance facilities. If USW
decides to build or enhance the requested facilities, USW
will develop and provide to RESELLER a price quote for the
construction. Construction charges associated with resold
services will be applied in the same manner that
construction charges apply to USW`s retail end users. If
the quote is accepted, RESELLER will be billed the quoted
price and construction will commence after receipt of
payment.
(B)2.13 In the event USW terminates the provisioning of any resold
services to RESELLER for any reason, including RESELLER's
non-payment of charges, RESELLER shall be responsible for
providing any and all necessary notice to its end users of
the termination. In no case shall USW be responsible for
providing such notice to RESELLER's end users. USW will
provide notice to RESELLER of USW`s termination of a
resold service on a timely basis consistent with
Commission rules and notice requirements.
(B)2.14 The underlying network provider of a resold service shall
be entitled to receive, from the purchaser of Switched
Access, the appropriate access charges pursuant to its
then effective Switched Access Tariff.
(B)2.15 Centrex terms and conditions related to calculation of
charges for, and provisioning of common blocks, station
lines, and optional features will be based on the Centrex
definition of a system and a Reseller's serving location.
(B)2.15.1 Where a common block is applicable, a Centrex
system is defined by a single common block or
multiple common blocks for a single RESELLER
within a single Central Office switching
system. A common block defines the dialing plan
for intercom calling, access to Public Switched
Network and/or private facilities, station line
and system restrictions and feature access
arrangements and functionality. RESELLER may
purchase multiple common blocks within a single
Central Office switching system when RESELLER
requires different dialing plans, feature
access arrangements and station line or system
restrictions within a single system operation.
A Reseller with multiple common blocks within
the same Central
Page 23
Part B
Resale
Office switch may have Network Access Register
and Private Facility trunk groups aggregated
across multiple common blocks. Centrex system
based optional features (i.e. Automatic Route
Selection) may not be aggregated across
multiple common blocks. A Centrex system must
provide station lines to at least one location
and may provide station lines to multiple
locations.
(B)2.15.2 Centrex station lines are provisioned and
charges are calculated based on serving
Reseller's location. A location is defined as
the site where USW facilities (cable plant from
the serving Central Office switch) meet
Reseller facilities (inside wire). In a multi-
tenant building, USW may bring facilities
directly to a single point of interconnection
with Reseller facilities, typically in a
basement equipment room, which would be
considered a single location for this
multi-tenant building. Should USW bring service
to multiple floors or offices within a
multi-tenant building each floor or office with
a separate Reseller facilities termination
point is considered a location. Multiple
buildings within contiguous property (campus)
will be provisioned and billed as a single
location. Contiguous property is defined as
property owned or leased by a single end user
and not separated by public thoroughfare, river
or railroad rights-of-way. Property will be
considered contiguous when connected via
connecting passageways or conduit acceptable to
USW for its facilities. A Reseller with Centrex
station lines from multiple Central Office
switching systems, within the same USW Wire
Center, and provisioned to the same location
will not be charged for service or provisioned
as if service was originating from a single
Centrex system. For example, station lines may
only be aggregated from a single Centrex
Reseller system to a single Reseller serving
location for rating purposes. RESELLER may not
specify a USW Central Office as a RESELLER
location for termination of Centrex station
lines.
(B)2.16 Private Line Service used for Special Access is available
for resale but not at a discount.
(B)2.17 DSL Service (such as Megabit Service) is available for
resale by RESELLER out of USWs Interstate Tariff, but at
no wholesale discount.
(B)3. RATES AND CHARGES
(B)3.1 The Telecommunications Services identified in Part E are
available for resale at the wholesale discount percentage
shown in Part E. Telecommunications Services available for
resale but excluded from the wholesale pricing arrangement
in this Agreement are available at the retail Tariff
rates.
Page 24
Part B
Resale
(B)3.2 The Customer Transfer Charges (CTC) as specified in Part E
apply when transferring services to RESELLER.
(B)3.3 A Subscriber Line Charge (SLC), or any subsequent
federally mandated charge to end users, will continue to
be paid by RESELLER without discount for each local
exchange line resold under this Agreement. All federal and
state rules and regulations associated with SLC as found
in the applicable Tariffs also apply.
(B)3.4 RESELLER will pay to USW the PIC change charge without
discount for RESELLER end user changes of interexchange or
intraLATA carriers. Any change in RESELLER's end users'
interexchange or intraLATA carrier must be requested by
RESELLER on behalf of its end user.
(B)3.5 RESELLER agrees to pay USW when its end user activates any
services or features that are billed on a per use or per
activation basis subject to the applicable discount in
Part E as such may be amended pursuant to this Section
(e.g., continuous redial, last call return, call back
calling, call trace, etc.).
(B)3.6 Product specific non-recurring charges, as set forth in
USW's applicable Tariffs will apply when additional lines,
trunks or circuits are added or when the end user adds
features or services to existing lines or trunks.
(B)3.7 Miscellaneous charges, if applicable, will be consistent
with charges for equivalent services ordered by USW end
users.
(B)3.8 The wholesale discount rates in Part E established in the
North Dakota Case No. PU-453-96-497, "In the Matter of
AT&T Corporation and U S WEST Communications, Inc., for
Arbitration of the Interconnection Rates, Terms and
Pursuant to 47 U.S.C. Sec. 252(b) of the
Telecommunications Act of 1996", (the "AT&T Arbitration")
are interim rates and are pending the outcome of a final
Commission decision in an interconnection cost docket.
Such rates, as adopted in this Agreement, will be subject
to true-up from the date those rates became effective in
this Agreement to the effective date of the final
interconnection cost docket order. Notwithstanding this
true-up obligation, the Parties agree that rates in this
Agreement will remain in effect as described below until
the exhaustion of all appeals of the final order in the
interconnection cost docket.
(B)3.9 The Parties intend that, if the AT&T rates or the services
in the AT&T Arbitration are changed by any negotiations,
appeal, stay, injunction, settlement, or similar
proceeding with respect to AT&T, those rates and services,
if they have been adopted into this Agreement, shall be
changed in this Agreement to the same extent as the rates
and services in the AT&T Arbitration. Notwithstanding the
above, the Parties agree that in the event a stay or
injunction is granted with respect to the implementation
of the services and rates in the AT&T Arbitration, the
Parties agree that the telecommunications services still
available for resale following the stay or
Page 25
Part B
Resale
injunction will be available to RESELLER, effective as of
the date of the stay order or injunction, at a wholesale
discount rate of 12% (the "Standard Rate") until such time
as a nonappealable order establishes a wholesale discount
rate(s). If the Standard Rate becomes effective pursuant
to this paragraph, the Standard Rate will also be subject
to true-up to the rate(s) established in the nonappealable
order for the period that the Standard Rate was in effect.
If the AT&T rates or the applicability of the rate to the
services in Part E is changed by a nonappealable
administrative or judicial order following approval of
negotiated rates, rates reached in an approved settlement
agreement, a decision on appeal or other similar
proceeding, such changed rate(s) will be available to
RESELLER, effective as of the date of the order. The AT&T
rate shall be subject to true-up to the changed rates for
the period of time the AT&T rate was in effect.
Notwithstanding the above, no true-up of either the
Standard Rate or the AT&T rate will occur unless ordered
as a part of the nonappealable administrative or judicial
order.
(B)3.10 If the resold services are purchased pursuant to Tariffs
and the Tariff rates change, charges billed to RESELLER
for such services will be based upon the new Tariff rates
less the applicable wholesale discount, if any, as agreed
to herein or as established by Commission order and/or
resale Tariff. The new rate will be effective upon the
Tariff effective date.
(B)4. ORDERING PROCESS
(B)4.1 RESELLER, or RESELLER's agent, shall act as the single
point of contact for its end users' service needs,
including without limitation, sales, service design, order
taking, provisioning, change orders, training,
maintenance, trouble reports, repair, post-sale servicing,
billing, collection and inquiry. RESELLER shall inform its
end users that they are end users of RESELLER for resold
services. RESELLER's end users contacting USW will be
instructed to contact RESELLER; however, nothing in this
Agreement, except as provided below, shall be deemed to
prohibit USW from discussing its products and services
with RESELLER's end users who call USW.
(B)4.2 RESELLER shall transmit to USW all information necessary
for the ordering (billing, listing and other information),
installation, repair, maintenance and post-installation
servicing according to USW's standard procedures, as
described in the USW Interconnect & Resale Resource Guide
available on USW's Web site. Information shall be provided
using USW's designated Local Service Request (LSR) format
which may include the LSR, end user and resale forms.
RESELLER must send USW complete and accurate end user
listing information for Directory Assistance, Directory
Listings, and 911 Emergency Services using USW's
designated resale directory listing order forms. When
USW's end user or the end user's new service provider
orders the discontinuance of the end user's existing
service in anticipation of moving to another service
provider, USW will render its closing xxxx to the end
user effective with the disconnection. If another service
provider, RESELLER's end
Page 26
Part B
Resale
user or RESELLER requests that service be discontinued
from RESELLER and subsequently USW's service to RESELLER
is discontinued USW will issue a xxxx to RESELLER for that
portion of the service provided to RESELLER.. USW will
notify RESELLER by FAX, OSS interface or other agreed upon
processes, in accordance with the OSS section of this
Agreement when an end user moves to another service
provider. USW will not provide RESELLER with the name of
the other service provider elected by the end user.
(B)4.3 RESELLER shall provide USW and USW shall provide RESELLER
with points of contact for order entry, problem resolution
and repair of the resold services.
(B)4.4 Prior to placing orders on behalf of the end user,
RESELLER shall be responsible for obtaining and have in
its possession Proof of Authorization ("POA"), as set
forth in Part A of this Agreement.
(B)4.5 Due date interval standards are addressed in the
Interconnect & Resale Resource Guide.
(B)4.6 Firm Order Confirmation (FOC) guidelines are addressed in
the Interconnect & Resale Resource Guide.
(B)4.7 USW will provide completion notification that is equal to
that provided to USW end users.
(B)4.8 USW will provide Design Layout Records when requested
under terms and conditions consistent with USW end users.
(B)4.9 USW will handle jeopardy orders based upon the same
performance standards and criteria that USW provides to
itself.
(B)5. BILLING
(B)5.1 USW shall xxxx RESELLER and RESELLER is responsible for
all applicable charges for the resold services as provided
herein. RESELLER shall also be responsible for all
Tariffed charges and charges separately identified in this
Agreement associated with services that RESELLER resells
to an end user under this Agreement.
(B)5.2 USW shall provide RESELLER, on a monthly basis, within
7-10 calendar days of the last day of the most recent
billing period, in an agreed upon standard electronic
billing format as detailed in Part D, billing information
including (1) a summary xxxx, and (2) individual end user
sub-account information consistent with the samples
available for RESELLER review.
(B)6. MAINTENANCE AND REPAIR
RESELLER AND USW will employ the procedures for handling misdirected
repair calls as specified in the Maintenance and Repair Section of
this Agreement.
(B)6.1 USW will maintain facilities and equipment used to provide
RESELLER resold services. RESELLER or its end user may not
rearrange, move, disconnect, or attempt to repair USW
facilities or equipment, other than by connection or
Page 27
Part B
Resale
disconnection to any interface between USW and the end
user, without written consent of USW.
(B)6.2 Maintenance and repair processes are detailed in the
Maintenance and Repair Section of this Agreement.
Page 28
Part C
Directory Listings
PART C - WHITE PAGES DIRECTORY LISTINGS
(C)1. DESCRIPTION
White Pages Listings Service (Listings) consists of USW placing the
names, addresses and telephone numbers of RESELLER's end users in
USW`s listing database, based on end user information provided to USW
by RESELLER. USW is authorized to use Listings in Directory
Assistance (DA) and as noted below.
(C)2. TERMS AND CONDITIONS
(C)2.1 RESELLER will provide in standard, mechanized format, and
USW will accept at no charge, one primary listing for each
main telephone number belonging to RESELLER's end users.
Primary listings for RESELLER will include the end user
Listings for any resold services or wireless services and
are further defined in USW`s general exchange Tariffs.
RESELLER will be charged for premium and privacy listings,
(e.g., additional, foreign, cross reference,
informational, etc.), at USW's general exchange listing
Tariff rates, less the wholesale discount. If RESELLER
utilizes Remote Call Forwarding for local number
portability, RESELLER can list only one number without
charge - either the end user's original telephone number
or RESELLER-assigned number. The standard discounted rate
for an additional listing applies to the other number.
(C)2.2 USW will furnish RESELLER the Listings format
specifications. All manual requests are considered a
project and require coordination between RESELLER and USW
to determine time frames.
(C)2.3 RESELLER grants USW a non-exclusive license to incorporate
Listings information into its Directory Assistance
database. With this license USW will incorporate Listings
in the DA database.
(C)2.4 No prior authorization is needed for USW to release
Listings to directory publishers or other third parties.
USW will incorporate Listings information in all existing
and future directory assistance applications developed by
USW. RESELLER authorizes USW to sell and otherwise make
Listings available to directory publishers. Listings shall
not be provided or sold in such a manner as to segregate
end users by carrier. USW will not charge for updating and
maintaining the Listings database. RESELLER will not
receive compensation from USW for any sale of listings by
USW.
(C)2.5 To the extent that state Tariffs limit USW`s liability
with regard to Listings, the applicable state Tariff(s) is
incorporated herein and supersedes the Limitation of
Liability section of this Agreement with respect to
Listings only.
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Part C
Directory Listings
(C)2.6 USW is responsible for maintaining Listings, including
entering, changing, correcting, rearranging and removing
Listings in accordance with RESELLER orders. USW will take
reasonable steps in accordance with industry practices to
accommodate non-published and non-listed Listings provided
that RESELLER has supplied USW the necessary privacy
indicators on such Listings.
(C)2.7 USW will include RESELLER Listings in USW's Directory
Assistance service to ensure that callers to USW's
Directory Assistance service have non-discriminatory
access to RESELLER's Listings.
(C)2.8 USW will ensure RESELLER Listings provided to USW are
included in the white pages directory published on USW's
behalf.
(C)2.9 RESELLER agrees to provide to USW its end user names,
addresses and telephone numbers in a standard mechanized
format, as specified by USW.
(C)2.10 RESELLER will supply its ACNA/CIC or CLCC/OCN, as
appropriate, with each order to provide USW the means of
identifying Listings ownership.
(C)2.11 Upon request by USW, RESELLER shall submit proof to USW,
of authorization from each end user for which RESELLER
submits a change in end user's Listing.
(C)2.12 RESELLER represents and warrants the end user information
provided to USW is accurate and correct. RESELLER further
represents and warrants that it has reviewed all Listings
provided to USW, including end user requested restrictions
on use such as non-published and non-listed. RESELLER
shall be solely responsible for knowing and adhering to
state laws or rulings regarding Listings (e.g., no
solicitation requirements in the states of Arizona and
Oregon, privacy requirements in Colorado), and for
supplying USW with the applicable Listing information.
(C)2.13 RESELLER is responsible for all dealings with, and on
behalf of, RESELLER's end users, including:
(C)2.13.1 All end user account activity, (e.g. end user
queries and complaints).
(C)2.13.2 All account - maintenance activity, (e.g.,
additions, changes, issuance of orders for
Listings to USW).
(C)2.13.3 Determining privacy requirements and accurately
coding the privacy indicators for RESELLER's
end user information. If end user information
provided by RESELLER to USW does not contain a
privacy indicator, no privacy restrictions will
apply.
Page 30
Part C
Directory Listings
(C)2.13.4 Any additional services requested by RESELLER's
end users.
Page 31
Part D
Miscellaneous Provisions
PART D- MISCELLANEOUS PROVISIONS
(D)1. NETWORK SECURITY
(D)1.1 Protection of Service and Property - Each Party shall
exercise the same degree of care to prevent harm or damage
to the other Party and any third parties, its employees,
agents or end users, or their property as it employs to
protect its own personnel, end users and property, etc.
Each Party shall comply at all times with USW security and
safety procedures and requirements.
(D)1.2 Revenue Protection - USW shall make available to RESELLER
all present and future fraud prevention or revenue
protection features. These features include, but are not
limited to screening codes, and 900 numbers.
(D)1.3. Law Enforcement Interface - USW provides emergency
assistance to 911 centers and law enforcement agencies
seven (7) days a week/twenty-four (24) hours a day.
Assistance includes, but is not limited to release of 911
trace and subscriber information; in-progress trace
requests; establishing emergency trace equipment, release
of information from an emergency trap/trace or *57 trace;
requests for emergency subscriber information; assistance
to law enforcement agencies in hostage/barricade
situations, kidnappings, bomb threats, extortion/scams,
runaways and life threats.
(D)1.4 USW provides trap/trace, pen register and Title III
assistance directly to law enforcement, if such assistance
is directed by a court order. This service is provided
during normal business hours, Monday through Friday.
Exceptions are addressed in the above paragraph. The
charges for these services will be billed directly to the
law enforcement agency, without involvement of RESELLER,
for any lines served from USW Wire Centers or cross boxes.
(D)1.5 In all cases involving telephone lines served from USW
Wire Centers or cross boxes, USW will perform trap/trace
Title III and pen register assistance directly with law
enforcement. RESELLER will not be involved or notified of
such actions, due to non-disclosure court order
considerations, as well as timely response duties when law
enforcement agencies are involved. Exceptions to the above
will be those cases, as yet undetermined, where RESELLER
must participate due to technical reasons wherein its
circuitry must be accessed or modified to comply with law
enforcement, or for legal reasons that may evolve over
time. RESELLER will provide USW with a 24 hour a day, 7
days a week contact for processing such requests, should
they occur.
(D)2. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
(D)2.1 Description
(D)2.1.1 USW has developed and shall continue to provide
Operational Support Systems OSS interfaces
using electronic gateways. These gateways act
as a mediation or control point between
RESELLER's
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Part D
Miscellaneous Provisions
and USW's OSS. These gateways provide security
for the interfaces, protecting the integrity of
the USW OSS and its databases. USW's OSS
interfaces have been developed to support
Pre-ordering, Ordering and Provisioning,
Maintenance and Repair and Billing. Included
below is a description of the products and
functions supported by USW OSS interfaces and
the technology used by each. This section
describes the interfaces that USW has developed
and shall provide RESELLER. Additional
technical information and details shall be
provided by USW in training sessions and
documentation, such as the "Interconnect
Mediated Access User's Guide". USW will
continue to make improvements to the electronic
interfaces as technology evolves, providing
notification to RESELLER consistent with the
provisions of this Section.
(D)2.1.2 Through its electronic gateways, USW shall
provide RESELLER nondiscriminatory access to
USW's operational support systems for
pre-ordering, ordering and provisioning,
maintenance and repair, and billing for resale.
For the pre-ordering, ordering and provisioning
of resold services, USW shall provide RESELLER
access to its OSS in substantially the same
time and manner as it provides to itself.
(D)2.2 OSS Support for Pre-Ordering, Ordering and Provisioning
(D)2.2.1 LSR (Local Service Request) Ordering Process
(D)2.2.1.1 RESELLER shall use electronic
interfaces for orders placed using
the LSR Ordering Process for the
services it supports. The electronic
interface gateways include both the
Electronic Data Interchange (EDI)
interface and the Interconnect
Mediated Access (IMA) Graphical User
Interface (GUI).
(D)2.2.1.2 The EDI interface provides a single
interface for Pre-Order and Order
transactions from RESELLER to USW
and is transaction based rather than
batch based. The interface standards
for EDI are based upon the Order &
Billing Forum (OBF) Local Service
Order Guidelines (LSOG), the
Telecommunication Industry Forum
(TCIF) Customer Service Guideline
and the American National Standards
Institute/Accredited Standards
Committee (ANSI ASC) X12 with
exceptions as specified in the IMA
and EDI disclosure documents which
are provided in conjunction with the
implementation responsibilities
contained in this Section.
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Part D
Miscellaneous Provisions
(D)2.2.1.3 The IMA GUI also provides a single
interface for Pre-Order and Order
transactions from RESELLER to USW
and is browser based The IMA GUI
interface is based on the LSOG and
utilizes a WEB standard technology,
Hyper Text Markup Language (HTML),
JAVA, and the Transmission Control
Protocol/Internet Protocol (TCP/IP)
to transmit messages.
(D)2.2.1.4 Functions
(D)2.2.1.4.1 Pre-ordering
Pre-Ordering refers to the set
of activities performed in
conjunction with placing an
order. Pre-order consists of
the following functions:
validate address, service
availability, review Customer
Service Record (CSR), check
facility availability, reserve
telephone numbers, and schedule
an appointment. The electronic
interface gateways provide
on-line capabilities to perform
these functions. Not all
functions apply to all
products.
(D)2.2.1.4.1.1 Validate address will
verify the end user's address.
(D)2.2.1.1.4.1.2 Service
Availability will return the
list of (1) POTS products and
services available in the
Central Office switch serving a
particular end user address,
which will indicate to
RESELLER, among other things,
which products and services are
authorized for resale in the
Central Office switch serving
a particular end user address
and (2) non-switched-based
products and services that
RESELLER is authorized to
provide according to its resale
agreement with USW.
(D)2.2.1.1.4.1.3 Review Customer Service
Record (CSR) gives RESELLER the
ability to request a display of
local exchange services and
features (CPNI) USW is currently
providing to an end user.
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Part D
Miscellaneous Provisions
(D)2.2.1.4.1.4 Check Facility Availability
will provide an indication of
whether existing facilities
are available or if new
facilities are required, and
if a technician must be
dispatched to provide the
facilities requested at the
end user's address. This
transaction does not reserve
facilities and does not
guarantee that facilities
will or will not be available
when the order is submitted.
(D)2.2.1.4.1.5 Reserve Telephone Numbers
provides RESELLER with the
ability to select an end
user's telephone number. The
reservation process is
further divided into
telephone number
availability, selection,
exchange and return
functionality. Expiration
period for selection and
submission of Telephone
Number are:
- A period up to thirty
(30) minutes in which to
make a telephone number
selection. If this time
limit is exceeded, and no
attempt has been made to
select the telephone
numbers, the telephone
numbers are sent back to
the OSS and an error
message is displayed on
the LSR. A new query will
need to be performed for
available telephone
numbers.
- When a telephone number
has been reserved, there
is a twenty-four (24)
hour business period that
the telephone number may
be included on an LSR. If
the time limit is
exceeded, the telephone
number is returned to the
OSS.
(D)2.2.1.4.1.6 Schedule Appointment allows
RESELLER to retrieve a
calendar of available
appointments and to reserve
an appointment date and time
so that a technician can be
dispatched for premises
and/or non-premises work.
(D)2.2.1.4.1.7 Expiration period for
selection and submission of
Appointment Reservation are:
- A selection must be made
within a thirty (30)
minute period. If an
appointment
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Part D
Miscellaneous Provisions
has been selected and the
time limit was exceeded,
an error message will
display. If the error
message displays, an
updated list of available
appointments will need to
be requested. If an
appointment has already
been reserved for this
Purchase Order Number,
the Appointment
Confirmation window will
be displayed and will be
prepopulated with
confirmation number,
appointment date and
time, and after and
before times.
- Appointments are reserved
for a 24 hour business
period. If the
appointment is not
attached to a submitted
order within 24 business
hours, the appointment is
returned. When the
appointment is
successfully reserved,
confirmation of the
appointment will be
displayed to RESELLER.
(D)2.2.1.4.2 Ordering and Provisioning
Submitting an LSR will result in the
provisioning and installation, if
necessary, of an end user's service.
The functional set associated with
ordering is: Create New LSR, Open
LSR, Query LSR Status and FOC
Return.
(D)2.2.1.4.2.1 Create New LSR allows entry of
information specific to the LSR,
including required OBF forms,
validates information and submits
the LSR for processing.
(D)2.2.1.4.2.2 Open LSR allows RESELLER to save
LSRs it is not ready to submit for
processing as a pending status. When
an LSR is saved as pending, all the
data in all the forms associated
with the LSR is saved. This feature
permits RESELLER to access, edit,
submit, re-save, and purge pending
LSRs. In addition, for issued LSRs,
RESELLER can issue supplemental LSRs
and cancellations.
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Part D
Miscellaneous Provisions
(D)2.2.1.4.2.3 Query LSR Status allows RESELLER
to obtain the status of the LSR.
Status is provided to RESELLER upon
inquiry. Order status functions
include the following: Submitted, In
Review, Issued, Rejected, Erred,
Completed and Jeopardy.
(D)2.2.1.4.2.4 FOC Return returns a Firm Order
Confirmation to RESELLER. The FOC
confirms that USW has received a SR,
issued an order, and assigned an
order number for tracking.
(D)2.2.1.5 Forecast of Usage
(D)2.2.1.5.1 RESELLER shall supply USW with a
forecast of products and volumes
they anticipate ordering through
the electronic interface gateways
on a quarterly basis.
(D)2.2.1.5.2 USW will use RESELLER's forecast
to provide RESELLER sufficient
capacity to provide the services
and elements requested. If
RESELLER exceeds its capacity
without notification, to the
extent that it causes degradation
to other users' response times,
RESELLER's use of its capacity on
the IMA or EDI server may be
discontinued until a resolution
can be mutually agreed to by both
Parties. USW will attempt to
notify RESELLER before
discontinuing RESELLER's use of
the IMA or EDI server; however
USW reserves the right to
discontinue use if it is unable
to contact RESELLER.
(D)2.2.1.5.3 When RESELLER requests more than
twenty (20) Secure IDs from USW
RESELLER shall use a T1 line
instead of dial-up capabilities.
(D)2.2.1.6. Access Service Request (ASR) Ordering Process
(D)2.2.1.6.1 The Exchange Access Control and
Tracking (EXACT) system may be
used for orders placed using the
ASR process. EXACT is based upon
the OBF access Service Order
Guidelines (ASOG). The EXACT
interface accepts a batch
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Part D
Miscellaneous Provisions
file that is transmitted via a
Network Data Mover (NDM) connection
to USW from RESELLER. It is
RESELLER's responsibility to obtain
the appropriate software to
interface with USW's EXACT system.
(D)2.2.1.7 Facility Based EDI Listing Process
(D)2.2.1.7.1 The Facility Based EDI Listing
Process is a single interface from
RESELLER to USW. This interface is
based upon the OBF LSOG and ANSI
ASC X12 standards, version 4010.
This interface enables RESELLER
listing data to be translated and
passed into the USW listing
database. After USW's daily batch
processing, a
Confirmation/Completion record
(for every PON provided on input)
is returned to RESELLER via an
EDI 855 transaction.
(D)2.2.2 Maintenance and Repair
(D)2.2.2.1 Maintenance and Repair electronic interfaces
support the tracking and resolution of end
users' repair and maintenance needs as reported
to RESELLER. They facilitate the exchange of
updated information and progress reports
between USW and RESELLER while the Trouble
Report (TR) is open and a USW technician is
working on the resolution.
(D)2.2.2.2 RESELLER shall use the electronic interface
gateways for reporting trouble. The electronic
interface gateways are comprised of either the
Mediated Access System Electronic Bonding
(MEDIACC EB) interface or the IMA GUI
interface.
(D)2.2.2.3 The MEDIACC Electronic Bonding (EB) interface
uses CMIP protocol over X.25 packet switching
network using ANS T1M1.5 227/228 standards.
(D)2.2.2.4 The IMA GUI also provides a single interface
for trouble reporting from RESELLER to USW and
is browser based. The IMA GUI interface uses a
Berkley Socket interface using ANSI T1M1.5
227/228 standards. The IMA GUI uses JAVA as the
standard. The IMA GUI Interface currently
supports trouble reporting for resale services.
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(D)2.2.2.5 Functions
(D)2.2.2.5.1 Maintenance and Repair - The
functions, processes and systems
used in repair are based on a
Trouble Report (TR), which is an
electronic document maintained in
one or more OSS. A TR contains
information about the end user,
the trouble, the status of the
work on the trouble and the
results of the investigation and
resolution efforts. These business
processes will be made available
to RESELLER in the following
functional set: open a trouble
report, modify a trouble report,
notification of status change,
view trouble report status, cancel
a trouble report, receive a
trouble report history,
resubmit/delete an erred trouble
report and close a trouble report.
(D)2.2.2.5.1.1 Open Trouble Report is the
mechanism that captures
information needed to resolve the
trouble. Once a TR has been
opened, if RESELLER is using
MEDIACC EB, USW sends an
electronic transaction to RESELLER
identifying information about the
TR (e.g., commitment date and
tracking number).
(D)2.2.2.5.1.2 In IMA for POTS, and in EBTA for
POTS and designed services, Modify
Trouble Report allows RESELLIER to
modify the trouble severity (for
example; change from "service
affecting" to "out of service")
and trouble narrative on a TR
until it has been cleared.
(D)2.2.2.5.1.3 Status Change Notification
provides notification to RESELLER
that the status of a previously
opened TR has changed. If RESELLER
is using MEDIACC EB, RESELLER will
receive this notification via an
electronic transaction. If
RESELLER is using the IMA GUI
Interface, RESELLIER will receive
this notification via email and/or
fax.
(D)2.2.2.5.1.4 View Trouble Report Status/
Trouble Report Status Request
allows RESELLER to view the status
of an opened Trouble Report. If
RESELLER is using Mediacc EB, USW
sends an electronic transaction
to RESELLER with the
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status of an opened TR after
RESELLER sends an electronic
transaction to request the status.
(D)2.2.2.5.1.5 Cancel Trouble Report allows
RESELLER to request cancellation of
a previously opened TR. Once a
request to cancel is received, an
orderly cessation of the trouble
resolution process begins. If USW
has completed any work before the
trouble resolution process is
stopped, charges to RESELLER may
apply.
(D)2.2.2.5.1.6 Trouble Report History provides
RESELLER with historical information
on up to the last three trouble
reports. For POTS resale, the
disposition and trouble report date
and time are provided. For design
services resale, the trouble report
date and time, a text description of
the disposition, the USW Trouble
Report Number, and the trouble type
are provided. IMA provides trouble
report history.
(D)2.2.2.5.1.7 Resubmit/Delete allows trouble
reports to be resubmitted or deleted
via IMA GUI if, prior to entering
USW's OSS, the transaction fails or
errors. This transaction is only
valid if the TR has not entered
USW's OSS. This transaction is
currently only available via IMA
GUI.
(D)2.2.5.1.8 Close a Trouble Report for resale,
allows USW to close the TR once work
is complete. For design resale
services, USW sends RESELLER a
request for verification to close.
RESELLER then authorizes or denies
the closure. RESELLER has
twenty-four (24) hours to respond.
If a response is not received within
that time frame, the TR will
automatically be closed. USW
provides notification to RESELLER
that a TR has been closed because
the trouble was resolved. Additional
information, (e.g., disposition,
disposition description,
outage duration, maintenance of
service, charge indicator) is also
included. If RESELLER is using EB,
RESELLER will receive this response
via an electronic
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transaction. If RESELLER is using
the IMA GUI Interface, RESELLER will
receive this response via email
and/or fax.
(D)2.2.2.5.1.9 MLT test results give RESELLER
the ability to request a loop test
for POTS service via EBTA. When
RESELLER submits a TR through IMA,
the technician handling the TR will
order a MLT test in appropriate
situations.
(D)2.3 Hours of Operation
USW's electronic interface gateways will be available to Resellers
according to the following schedule:
--------------------------------------------------------------------------------------------------
Function Monday - Friday Saturday Sunday
--------------------------------------------------------------------------------------------------
IMA Pre-Order & Order 06:00 - 20:00
--------------------------------------------------------------------------------------------------
Exact Order 06:00 - 19:00 07:00 - 17:00
--------------------------------------------------------------------------------------------------
Repair 02:15 - 23:15 07:00 - 21:00 13:00 - 17:00
--------------------------------------------------------------------------------------------------
USW shall notify Resellers regarding system downtime through mass
facsimile distribution and pop-up windows in the IMA GUI All
referenced times are Mountain Time.
The preceding times represent the period when USW commits that its
OSS interfaces and downstream systems will be functioning (except for
unforeseen system crashes) and its personnel will be available to
assist RESELLER. USW's OSS interfaces are typically available 23
hours a day. RESELLER may call any maintenance and repair issues to
the applicable repair center 24 hours per day, seven days per week.
USW shall provide RESELLER current repair contact numbers.
(D)2.4 Billing
(D)2.4.1 For products billed out of the USW Interexchange Access
Billing System (IABS), USW will utilize the existing
CABS/BOS format and technology for the transmission of
bills.
(D)2.4.2 For products billed out of the USW Customer Record
Information System (XXXX), USW will utilize the existing
EDI standard for the transmission of monthly local billing
information. EDI is an established standard under the
auspices of the American National Standards
Institute/Accredited Standards Committee (ANSI/ASC) X12
Committee. A proper subset of this specification has been
adopted by the Telecommunications Industry Forum (TCIF) as
the "811 Guidelines" specifically for the purposes of
telecommunications billing.
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(D)2.5 Outputs
Output information will be provided to RESELLER in the form of bills,
files, and reports. Bills will capture all regular monthly and
incremental/usage charges and present them in a summarized format.
The files and reports delivered to RESELLER provide more detailed
information than the bills. They come in the following categories:
--------------------------------------------------------------------------------------
Usage Record File Line Usage Information
--------------------------------------------------------------------------------------
Loss and Completion Order Information
--------------------------------------------------------------------------------------
Category 11 Facility Based Line Usage Information
--------------------------------------------------------------------------------------
SAG/FAM Street Address/Facility Availability Information
--------------------------------------------------------------------------------------
(D)2.5.1 Bills
(D)2.5.1.1 XXXX Summary Xxxx - The XXXX (Customer Record
Information System) Summary Xxxx represents a
monthly summary of charges for most wholesale
products sold by USW. This xxxx includes a
total of all charges by entity plus a summary
of current charges and adjustments on each
sub-account. Individual sub-accounts are
provided as billing detail and contain monthly,
one time charges and incremental/call detail
information. The Summary provides one xxxx and
one payment document for RESELLER. These bills
are segmented by state and xxxx cycle. The
number of bills received by RESELLER is
dictated by the product ordered and the USW
region in which RESELLER is operating.
(D)2.5.1.2 IABS Xxxx - The IABS (Interexchange Access
Billing System) Xxxx represents a monthly
summary of charges. This xxxx includes monthly
and one time charges plus a summary of any
usage charges. These bills are segmented by
product, LATA, billing account number (BAN) and
xxxx cycle.
(D)2.5.2 Files and Reports
(D)2.5.2.1 Daily Usage Record File provides the
accumulated set of call information for a given
day as captured, or "recorded" by the network
switches. This file will be transmitted Monday
through Friday, excluding USW holidays. This
information is a file of un-rated USW
originated usage messages and rated RESELLER
originated usage messages. It is provided in
Alliance for Telecommunication Industry
Solution (ATIS) standard
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Electronic Message Interface (EMI) format. This
EMI format is outlined in the document SR-320;
which can be obtained directly from ATIS. The
Daily Usage Record File contains multi-state
data for the Data Processing Center generating
this information. Individual state
identification information is contained with
the message detail. USW will provide this data
to RESELLER with the same level of precision
and accuracy it provides itself. This file will
be provided for Resale services.
(D)2.5.2.2 The charge for this Daily Usage Record File is
contained in Part E of this Agreement.
(D)2.5.2.3 Routing of in-region IntraLATA Collect, Calling
Card, and Third Number Billed Messages - USW
will distribute in-region intraLATA collect,
calling card, and third number billed messages
to RESELLER and exchange with other
Co-Providers operating in region in a manner
consistent with existing inter-company
processing agreements. Whenever the daily usage
information is transmitted to a carrier, it
will contain these records for these types of
calls as well.
(D)2.5.2.4 Loss Report provides RESELLER with a daily
report that contains a list of accounts that
have had lines and/or services disconnected.
This may indicate that the end user has changed
Resellers or removed services from an existing
account. This report also details the order
number, service name and address, and date this
change was made. Individual reports will be
provided for resale services.:
(D)2.5.2.5 Completion Report provides RESELLER with a
daily report. This report is used to advise
RESELLER that the order(s) for the service(s)
requested is complete. It details the order
number, service name and address and date this
change was completed. Individual reports will
be provided for resale services.:
This report media is described in Exhibit C.
(D)2.5.2.6 Category 11 Records are Exchange Message
Records (EMR) which provide mechanized record
formats that can be used to exchange access
usage information between USW and RESELLER.
Category 1101 series
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records are used to exchange detailed access
usage information.
(D)2.5.2.7 Category 1150 series records are used to
exchange summarized Meet Point Billed access
minutes-of-use.
These mechanized records are available from USW
in the following formats:
NDM (direct connect or dial-up)
Comet
Tape
Cartridge
(D)2.5.2.8 SAG/FAM Files - The SAG (Street Address Guide)/
FAM (Facility Availability Matrix) files
contain the following information:
SAG provides: - Address and Serving Central
Office Information.
FAM provides USOCs and descriptions by state -
(POTS services only). USOC availability by
NPA-NXX (with the exception of Centrex).
interLATA/intraLATA carriers by NPA-NXX.
These files are made available via a download
process. They can be retrieved by ftp (file
transfer protocol), NDM (Network Data Mover)
connectivity, or a Web browser.
(D)2.6 Modifications to OSS Interfaces
(D)2.6.1 RESELLER and USW agree to discuss the
modification of OSS interfaces based upon
evolving standards (e.g., data elements,
protocols, transport networks, etc.) and
guidelines issued by or referenced by relevant
Alliance for Telecommunication Industry
Solution (ATIS) committees. Establishment of
new, or changes to industry standards and
guidelines will be reviewed semi-annually. The
review will consider standards and guidelines
that have reached final closure as well as
those published in final form. Both Parties
agree to evaluate evolving standards and
determine the relevant modification to be
implemented based upon the latest approved
version adopted or the latest version
reflecting final closure by the relevant ATIS
committee or subcommittee. As a result of the
review, USW shall draft appropriate interface
specifications that shall be made available to
RESELLER through the electronic gateway
disclosure document. Changes shall be
implemented in the next release after the
distribution of the electronic gateway
disclosure document to the Resellers.
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(D)2.6.2 In the course of establishing operational ready
system interfaces between USW and RESELLER to
support local service delivery, RESELLER and
USW may need to define and implement system
interface specifications that are supplemental
to existing standards. RESELLER and USW will
submit such specifications to the appropriate
standards committee and will work towards
their acceptance as a standard.
(D)2.6.3 Release updates will be based on regulatory
obligations as dictated by the FCC or
Commissions and, as time permits, business
requirements. USW will provide to RESELLER the
features list for modifications to the
interface. Specifications for interface
modifications will be provided to RESELLER
three (3) weeks prior to the release date.
RESELLER is required to upgrade to the current
release within six (6) months of the
installation date.
(D)2.7 Reseller Responsibilities for Implementation of OSS
Interfaces
(D)2.7.1 Before any RESELLER implementation can begin,
RESELLER must completely and accurately answer
the New Customer Questionnaire. This
questionnaire is provided by the USW account
manager and details information needed by USW
in order to establish service for RESELLER.
(D)2.7.2 Once USW receives a complete and accurate New
Customer Questionnaire, USW and RESELLER will
mutually agree upon time frames for RESELLER
implementation.
(D)2.7.3 If using the EDI interfaces, USW will provide
RESELLER with a copy of the Production
Readiness Verification document. RESELLER is
obligated to meet the requirements specified in
the Production Readiness Verification document
regardless of whether RESELLER chooses to
participate in the Production Readiness
Verification Test.
(D)2.8 Reseller Responsibilities for On-going Support for OSS
Interfaces
(D)2.8.1 If using the IMA GUI interface, RESELLER must
work with USW to train RESELLER personnel on
the IMA GUI functions that RESELLER will be
using. USW and RESELLER shall concur on which
IMA GUI functions should be included in
RESELLER's training. USW and RESELLER shall
make reasonable efforts to schedule training in
a timely fashion.
(D)2.8.2 An exchange protocol will be used to transport
EDI formatted content. RESELLER must perform
certification testing of exchange protocol
prior to using EDI.
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Part D
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(D)2.8.3 If RESELLER is using EDI, USW shall provide
RESELLER with a pre-allotted amount of time to
complete certification of its business
scenarios. It is the sole responsibility of
RESELLER to schedule an appointment with USW
for certification of its business scenarios.
RESELLER must comply with the agreed upon dates
and times scheduled for the certification of
its business scenarios. If the certification of
business scenarios is delayed due to RESELLER,
it is the sole responsibility of RESELLER to
schedule new appointments for certification of
its business scenarios. Conflicts in the
schedule could result in certification being
delayed. If a delay is due to USW, USW will
honor RESELLER's schedule through the use of
alternative hours.
(D)2.8.4 If RESELLER is using the EDI interface,
RESELLER must work with USW to certify the
business scenarios that RESELLER will be using
in order to ensure successful transaction
processing. USW and RESELLER shall mutually
agree to the business scenarios for which
RESELLER is required to be certified.
Certification is granted only for a specific
release of EDI. New releases of EDI may require
re-certification of some or all business
scenarios. A determination as to the need for
re-certification will be made by the USW
Coordinator in conjunction with the release
manager of each EDI release. Notice of the need
for re-certification will be provided to
RESELLER three (3) weeks prior to the release
date.
(D)2.8.5 In the event of Electronic Interface trouble,
RESELLER shall use its best efforts to isolate
and resolve the trouble using the guidelines
provided in the Production Readiness
Verification document. If RESELLER cannot
resolve the problem, then RESELLER should
contact the LSP Systems Help Desk. The LSP
Systems Help Desk is RESELLER's Single Point of
Contact for electronic interface trouble.
(D)2.9 Reseller Support
(D)2.9.1 USW shall provide adequate assistance to
RESELLER for RESELLER to understand how to
implement and use the OSS functions for which
USW provides access. This assistance will
include training, documentation, and a LSP Help
Desk. The LSP Help Desk will provide a single
point of entry for RESELLER to gain assistance
in areas involving connectivity, system
availability, and file outputs. The LSP Systems
Help Desk is available Monday through Friday,
6:00 a.m. until 8:00 p.m. Mountain Time,
excluding USW holidays. The Help Desk areas are
further described below.
(D)2.9.1.1 Connectivity covers trouble with
RESELLER's access to the USW system
for hardware configuration
requirements with relevance to EDI
and IMA GUI;
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software configuration requirements
with relevance to EDI and IMA GUI;
modem configuration requirements; T1
configuration and dial in string
requirements; firewall access
configuration; Secure ID
configuration; Profile Setup and
password verification.
(D)2.9.1.2 System availability covers system
errors generated during an attempt
by RESELLER to place orders or open
trouble reports through EDI and IMA
GUI. These system errors are limited
to: POTS; Design Services and
Repair.
(D)2.9.1.3 File Outputs covers RESELLER's
output files and reports produced
from its usage and order activity.
File outputs system errors are
limited to: Daily Usage File; Loss /
Completion File; IABS Xxxx; XXXX
Summary Xxxx; Category 11 Report and
SAG/FAM Reports.
(D)2.9.2 Additional assistance to Resellers is available
through various web sites. These web sites
provide electronic interface training
information and user documentation and
technical specifications.
(D)2.10 Compensation/ Cost Recovery
On-going and one-time startup charges, as applicable, will
be billed at rates to be specified by the Commission at
the completion of an appropriate cost docket hearing. USW
shall establish rates for any systems charges not included
in appropriate cost docket headings.
(D)3. U S WEST DEX
USW and RESELLER agree that certain issues outside the provision of
basic white page directory listings, such as yellow pages
advertising, yellow pages listings, directory coverage, directory
distribution, access to call guide pages (phone service pages),
applicable listings criteria, white page enhancements and publication
schedules will be the subject of negotiations between RESELLER and
directory publishers, including U S WEST Dex. USW acknowledges that
RESELLER may request USW to facilitate discussions between RESELLER
and U S WEST Dex.
(D)4. NOTICE OF CHANGES
Notice should be written and provide pertinent descriptive
information of such changes, within the limitations of
confidentiality and disclosure, such that the other Party can
evaluate potential effects. Also included with the written notice
should be contact names and phone numbers for subsequent discussions.
This represents good faith effort on the part of the Parties and will
evolve over time as required for the effective provision of resale
services and end user service delivery.
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(D)5. MAINTENANCE AND REPAIR
(D)5.1 Service Levels
(D)5.1.1 USW will provide repair and maintenance for all
services covered by this Agreement in a manner
equal to that which USW provides for itself.
(D)5.1.2 During the term of this Agreement, USW will
provide necessary maintenance business process
support to allow RESELLER to provide similar
service quality to that provided by USW to its
end users.
(D)5.1.3 USW will perform repair service that is equal
in timeliness and quality to that which it
provides to its own end users.
(D)5.2 Branding
(D)5.2.1 Should USW need to use various forms for
communication with RESELLER end users (while
out on premises dispatch on behalf of RESELLER,
for example), USW will use unbranded forms.
(D)5.2.2 If required by RESELLER, USW will use branded
forms provided at RESELLER's full expense,
covering training costs, storage, printing,
distribution and all other branding-related
costs.
(D)5.3 Service interruptions
(D)5.3.1 The characteristics and methods of operation of
any circuits, facilities or equipment of either
Party connected with the services, facilities
or equipment of the other Party pursuant to
this Agreement shall not: 1) interfere with or
impair service over any facilities of the other
Party; its affiliated companies, or its
connecting and concurring carriers involved in
providing its services; 2) cause damage to
their plant; 3) violate any applicable law or
regulation regarding the invasion of privacy of
any communications carried over the Party's
facilities; or 4) create hazards to the
employees of either Party or to the public.
Each of these requirements is hereinafter
referred to as an "Impairment of Service".
(D)5.3.2 If it is confirmed that either Party is causing
an Impairment of Service, as set forth in this
Section, the Party whose network or service is
being impaired (the "Impaired Party") shall
promptly notify the Party causing the
Impairment of Service (the "Impairing Party")
of the nature and location of the problem. The
Impaired Party shall advise the Impairing Party
that, unless promptly rectified, a temporary
discontinuance of the use of any circuit,
facility or equipment may be required. The
Impairing Party and the Impaired Party agree to
work together to attempt to promptly resolve
the Impairment of Service. If the Impairing
Party is unable to promptly remedy the
Impairment of
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Service, the Impaired Party may temporarily
discontinue use of the affected circuit,
facility or equipment.
(D)5.3.3 To facilitate trouble reporting and to
coordinate the repair of the service provided
by each Party to the other under this
Agreement, each Party shall designate a repair
center for such service.
(D)5.3.4 Each Party shall furnish a trouble reporting
telephone number for the designated repair
center. This number shall give access to the
location where records are normally located and
where current status reports on any trouble
reports are readily available. If necessary,
alternative out-of-hours procedures shall be
established to ensure access to a location that
is staffed and has the authority to initiate
corrective action.
(D)5.3.5 Before either Party reports a trouble
condition, it shall use its best efforts to
isolate the trouble to the other's facilities
(D)5.3.5.1 In cases where a trouble condition
affects a significant portion of the
other's service, the Parties shall
assign the same priority provided to
other Resellers and to itself.
(D)5.3.5.2 The Parties shall cooperate in
isolating trouble conditions.
(D)5.4 Trouble Isolation
(D)5.4.1 According to applicable state Tariffs, USW will
xxxx appropriate Trouble Isolation Charges for
dispatched work done by USW where the trouble
is found to be on the end user's side of the
NID or trouble is found to be in RESELLER's
portion of the network.
(D)5.4.2 Other Trouble Isolation Charges may also be
imposed by USW on RESELLER for other internal
repair work incurred on behalf of RESELLER and
later found to be in RESELLER network
components.
(D)5.5 Inside Wire Maintenance
Except where specifically required by state or federal
regulatory mandates, USW will not perform any maintenance
of inside wire (premises wiring beyond the end user's NID)
for RESELLER or its end users.
(D)5.6 Testing/Test Requests/Coordinated Testing
(D)5.6.1 USW will make the decision to test an end
user's line or circuit. The test systems used
by USW are finite, and their capacity has been
designed according to USW's operating
standards.
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(D)5.6.2 Although some types of trouble reports
typically will not require a test, USW usually
runs certain standard tests on each line on
which trouble has been reported.
(D)5.6.3 Prior to any test being conducted on a line,
USW must receive a trouble report from
RESELLER.
(D)5.6.4 USW end users are not given test results. On
manually-reported trouble USW will not provide
to RESELLER the test results for its trouble
reports. For electronically-reported trouble,
RESELLER may see various basic test results.
(D)5.7 Workcenter Interfaces
(D)5.7.1 USW and RESELLER shall work cooperatively to
develop positive, close working relationships
among corresponding work centers involved in
the trouble resolution processes..
(D)5.8 Misdirected Repair Calls
(D)5.8.1 RESELLER shall inform its own end users where
to report their trouble conditions. Persons
placing a misdirected repair call will be
advised to call their own telephone service
provider and will be provided the correct
telephone number for that purpose (this
referral may occur within a voice response
system or other interactive systems).
(D)5.8.2 RESELLER and USW will employ the following
procedures for handling misdirected repair
calls;
(D)5.8.2.1 RESELLER and USW will provide their
respective end users with the
correct telephone numbers to call
for access to their respective
repair bureaus.
(D)5.8.2.2 End users of RESELLER shall be
instructed to report all cases of
trouble to RESELLER. End users of
USW shall be instructed to report
all cases of trouble to USW.
(D)5.8.2.3 To the extent the correct provider
can be determined, misdirected
repair calls will be referred to the
proper provider of Basic Exchange
Telecommunications Service.
(D)5.8.2.4 RESELLER and USW will provide their
respective repair contact numbers to
one another on a reciprocal basis.
(D)5.8.2.5 In responding to repair calls,
neither party shall make
disparaging remarks about each
other, nor shall they use these
repair calls as the basis for
internal referrals or to solicit
end users to market services.
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(D)5.8.2.6 Performance targets for speed of repair call
answering will be the same as USW's performance
targets for its own end users.
(D)5.9 Major Outages/Restoral/Notification
(D)5.9.1 USW will notify RESELLER of major network
outages as soon as is practical. This
notification will be via e-mail to RESELLER's
identified contact. With the minor exception of
certain proprietary information, USW will
utilize the same thresholds and processes for
external notification as it does for internal
purposes. This major outage information will be
sent via E-mail on the same frequency schedule
as is provided internally within USW. Service
restoration will be non-discriminatory, and
will be accomplished as quickly as possible
according to USW and/or industry standards.
(D)5.9.2 If desired, USW will meet with associated
personnel from RESELLER to share contact
information and review USW's outage restoral
processes and notification processes.
(D)5.9.3 USW's emergency restoration process operates on
a 7X24 basis.
(D)5.10 Proactive Maintenance
(D)5.10.1 USW will perform scheduled maintenance equal in
quality to what it provides to itself.
(D)5.10.2 USW will work cooperatively with RESELLER to
develop industry-wide processes to provide as
much notice as possible to RESELLER of pending
maintenance activity. Such process work will
include establishment of reasonable thresholds
and notification standards.
(D)5.11 Hours of Coverage
(D)5.11.1 USW's repair operation is 7 days a week, 24
hours a day. Not all functions or locations are
covered with scheduled employees on a 7X24
basis. Where such 7X24 coverage is not
available USW's repair operations center
(always available 7X24) can call-out
technicians or other personnel required for the
situation.
(D)5.12 Escalations
(D)5.12.1 USW will provide trouble escalation procedures
to RESELLER. Such procedures will be based on
the processes USW employs for its own end
users. USW escalations are manual processes.
(D)5.12.2 USW repair escalations begin with calls to the
up-front trouble reporting centers.
(D)5.13 Dispatch
(D)5.13.1 USW will provide maintenance dispatch personnel
on the same schedule provided for its end
users.
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Part D
Miscellaneous Provisions
(D)5.13.2 Upon receipt of a trouble report from RESELLER,
USW will do all that is reasonable and
practical, according to internal and industry
standards, to resolve the repair condition. USW
will dispatch repair personnel, if necessary,
to repair the condition. It will be USW's
decision whether it is necessary to send a
technician on a dispatch. USW will make this
dispatch decision based on the best information
available in the trouble resolution process.
Since it is not always necessary to dispatch to
resolve trouble; should RESELLER require a
dispatch when USW believes the dispatch is not
necessary, appropriate charges may be billed to
RESELLER for dispatch-related costs.
(D)5.13.3 For non-designed resale services USW will not
request authorization from RESELLER prior to
dispatch. For lines supported by USW's designed
services process, USW may accept RESELLER
authorization to dispatch. USWs operational
processes are regularly reviewed and may be
altered in the future. Should processes be
changed, RESELLER will be notified.
(D)5.13.4 USW expects that RESELLER will have performed
appropriate trouble isolation and screening
prior to handing the trouble report off to USW.
(D)5.14 Electronic Reporting
(D)5.14.1 USW will accept repair reports from RESELLER
through a mechanized system (IMA).
(D)5.14.2 USW will work cooperatively to develop repair
reporting via electronic bonding (other than
IMA), based on national standards.
(D)5.15 Intervals
(D)5.15.1 Similar trouble conditions, whether reported by
USW end users or on behalf of RESELLER end
users, will receive similar commitment
intervals.
(D)5.16 Jeopardy Management
(D)5.16.1 Notification will be given as soon as USW is
aware that a trouble report interval is likely
to be missed. This process will be the same as
that used by USW for its own end users.
(D)5.17 Trouble Screening
(D)5.17.1 RESELLER shall screen and test its end user
trouble reports completely enough to insure
that it sends USW only trouble reports that
involve USW facilities.
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Part D
Miscellaneous Provisions
(D)5.17.2 If desired, USW will cooperate with RESELLER to
show RESELLER how USW screens trouble
conditions in its own centers, so that RESELLER
may employ similar techniques in its centers.
(D)5.18 Maintenance Standards
(D)5.18.1 USW will cooperate with RESELLER to meet the
maintenance standards outlined in this
Agreement.
(D)5.18.2 For manually-reported trouble, USW will inform
RESELLER of repair completion as soon as
practical after completion. On electronically
reported trouble reports the electronic system
will automatically update status information,
including trouble completion, across the joint
electronic gateway.
(D)5.19 End User Interfaces
(D)5.19.1 RESELLER will be responsible for all
interactions with its end users including
service call handling and notifying end users
of trouble status and resolution.
(D)5.19.2 All USW employees who perform repair service
for RESELLER end users will be trained in
non-discriminatory behavior.
(D)5.20 Repair Call Handling
(D)5.20.1 Manually-reported repair calls by RESELLER to
USW will be answered with the same quality and
speed USW answers calls from its own end users.
(D)5.21 Single Point of Contact
(D)5.21.1 USW will provide a single point of contact for
RESELLER to report maintenance issues and
trouble reports via electronic interfaces seven
days a week, twenty-four hours a day.
(D)5.21.2 For manually-reported trouble reports, a single
7X24 trouble reporting telephone number will be
provided to RESELLER for each category of
trouble situation encountered.
(D)5.22 Maintenance Windows
(D)5.22.1 Generally, USW performs major switch
maintenance activities during off-hours time
periods, during certain "maintenance windows"
in the early morning hours and/or on weekends.
(D)5.22.2 Generally, the maintenance window is from 10:00
PM to 6:00 AM Monday through Friday and from
10:00 PM Saturday to 6:00 AM Monday.
(D)5.22.3 Although USW attempts to perform major switch
maintenance at these times, on some occasions
this will not be possible.
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Part D
Miscellaneous Provisions
(D)6. SERVICE PERFORMANCE
(D)6.1 General Provisions
(D)6.1.1 USW will provide reports of service indicators
that will assist in an evaluation of the
service provided to RESELLER.
(D)6.1.2 In no instance shall this. Agreement be
construed to require USW to provide superior
levels of service to RESELLER in comparison to
the level of service USW provides to itself or
its own end users.
(D)6.1.3 As further specified in this Section, USW will
provide results for the list of performance
indicators identified for the following
Standard Service Groupings: Resold Residential
Plain Old Telephone Service (POTS); Resold
Business POTS; Resold ISDN; Resold Centrex
service; Resold PBX trunks, Resold Direct
Inward Dialing (DID) and Resold Digital
Switched Service (DSS); Resold XX-0, Xxxxxx
XX-0, Resold DS-3.
(D)6.1.4 As specified in this Section, USW will provide
results for the following types of Orders:
C = Change in existing service or billing
number
D = total disconnect of service
F = From the outward service associated with a
transfer (To or "T") of service from one
address to another
N = New connection for service
R = Record order; record change only. (For
Resale services, service migrations without
changes for non-designed services are record
orders.)
T = To or transfer of service from one address
to another
X = USW initiated internal work order
(D)6.2 Service Performance Indicators
The following Service Performance Indicators will be
provided to RESELLER when available and upon request, but
no more frequently than once per month subject to the
provisions of this Section. The requests for additional
Service Performance Indicators during the term of this
Agreement shall be considered by USW. However, USW is not
required to provide additional Service Performance
Indicators during the term of this Agreement. Service
Performance Indicators characterized as "Core" indicators
measure most directly the service or process outcome USW
provides to RESELLER.
Performance Indicators characterized as "Diagnostic"
indicators are those that measure aspects of service
quality that support aspects measured by core indicators,
that represent sub-process outcomes, or that are otherwise
duplicative to some degree of aspects measured by "Core"
indicators.
(D)6.2.1 Core Performance Indicators
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Part D
Miscellaneous Provisions
(D)6.2.1.1 Gateway Availability Indicator
GA-1 Gateway Availability - via Human-to-Computer
Interface (percent).
GA-2 Gateway Availability - via Computer-to-Computer
Interface (percent).
(D)6.2.1.2 Pre-Ordering Indicators
PO-1 Pre-Order/Order Response times
A. Appointment Scheduling (Due Date
Reservation, where appointment is
required)
B. Feature Function and Service
Availability Information
C. Facility Availability
D. Street Address Validation
E. Customer Service Records
F. Telephone Number
(D)6.2.1.3 Ordering and Provisioning Indicators
OP-1 Speed of Answer - Interconnect Provisioning
Center (average)
OP-2 Calls Answered within 20 Seconds - Interconnect
Provisioning Center (percent)
OP-3 Installation Commitments Met (percent)
OP-4 Installation Interval (average)
OP-5 Installation Trouble Reports (percent)l
OP-6 Delayed Days (average)
(D)6.2.1.4 Maintenance and Repair Indicators
MR-1 Speed of Answer - Interconnect Repair Center
(average)
MR-2 Percent Calls Answered Within 20 Seconds -
Interconnect Repair Center (percent)
MR-3 Out of Service Cleared Within 24 hours -
Non-Designed Repair Process (percent)
MR-4 All Troubles Cleared Within 48 hours -
Non-Designed Repair Process (percent)
MR-5 All Troubles Cleared Within 4 hours - Designed
Repair Process (percent)
MR-6 Mean Time to Restore - Non-Designed Repair
Process (average)
MR-7 Repair Repeat Report Rate (percent)
MR-8 Trouble Rate (percent)
(D)6.2.1.5 Billing Indicators
BI-1 Mean Time to Provide USW Recorded Usage Records
((average)
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Part D
Miscellaneous Provisions
BI-2 Mean Time to Deliver Invoices (average)BI-3
Billing Accuracy
(D)6.2.1.6 Emergency Services
ES-1 ALI Database Updates Completed Within 24
hours (percent)
XX-0 000/X000 Xxxxxxxxx Services Trunk
Installation Interval (average)
(D)6.2.1.7 Directory Assistance
DA-1 Speed of Answer - Directory Assistance
(average)
DA-2 Calls Answered Within Ten Seconds - Directory
Assistance (percent)
(D)6.2.1.8 Operator Services
OS-1 Speed of Answer - Operator Services (average)
OS-2 Calls Answered Within Ten Seconds - Operator
Services (percent)
(D)6.2.2 Diagnostic Indicators
In addition to the performance indicators identified
above, USW will report the following indicators that do
not directly address nondiscrimination but may be useful
in diagnosing problems or improving service:
(D)6.2.2.1 Pre-Order/Ordering
DPO-1 Electronic Flow - Through of Local Service
Requests (LSRs) to the Service Order Processor
(percent)
DPO-2 LSR Rejection Notice Interval (average)
DPO-3 LSRs Rejection (percent)
DPO-4 Firm Order Confirmation (FOC) Interval
(average)
DPO-5 Pre-Order/Order Response Times for USW Retail
Transactions (average)
DPO-6 Completion Notifications Transmitted Within 24
hours (percent)
DPO-7 Completion Notification Interval (average)
(D)6.2.2.2 Ordering and Provisioning
DOP-1 RESELLER or RESELLER's Customer - Caused
Installation Misses (percent)
DOP-2 Delayed Orders Completed equal to greater than
15 days past the Commitment Date (percent)
DOP-3 Delayed Orders Completed equal to or greater
than 90 days past the Commitment Date (percent)
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Part D
Miscellaneous Provisions
DOP-4 RESELLER or RESELLER's Customer-Caused
Coordinated Cutover Misses (percent)
(D)6.2.2.3 Maintenance and Repair
DMR-1 RESELLER or RESELLER's Customer-Caused Trouble
Reports (percent)
(D)6.2.2.4 Access to OSS Functions:
(GA-1) Gateway Availability-Human-to-Computer
Interface (percent)
(GA-2) Gateway Availability-Computer-to-Computer
Interface (percent)
(PO-1) Per-Order/Order Response Times (average)
(OP-1 and MR-1)Speed of Answer - Provisioning and
Repair Centers (average)
(OP-2 and MR-2) Calls Answered Within 20 Seconds-
Provisioning and Repair Centers (percent)
(BI-1) Mean Time to Provide USW - Recorded Usage
Records (
(BI-2) Mean Time to Deliver Invoices
(B1-3) Billing Accuracy
(D)6.2.2.5 Access to Emergency Services
(ES-1) ALI Database Updates Within 24 Hours (percent)
(ES-1) 911/E911 ES Trunk Installation Intervals
(average)
(D)6.2.2.6 Access to Directory Assistance and Operator
Services:
(DA-1 and OP-1) Speed of Answer (average)
(DA-2 and OS-2) Calls Answered Within 10 Seconds
(percent)
(D)6.2.2.7 Resale Services Ordering and Provisioning:
(OP-3) Installation Commitments Met (percent)
(OP-4) Installation Interval (average)
(OP-5) Installation Trouble Reports (percent)
(OP-6) Delayed Days (average)
(D)6.2.2.8 Resale Services Maintenance and Repair:
(MR-3) Out of Service Cleared Within 24 Hours -
Non-Designed Repair Process (percent)
(MR-4) All Troubles Cleared Within 48 Hours -
Non-Designed Repair Process (percent)
(MR-5) All Troubles Cleared Within 4 Hours - Designed
Repair Process (percent)
(MR-6) Mean Time to Restore (average)
(MR-6) Repair Repeated Report Rate (percent)
(MR-6) Trouble Rate (percent)
(D)6.3 Service Quality Performance Results Reports
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Part D
Miscellaneous Provisions
(D)6.3.1 For Resale, USW will provide core service
performance results for the performance
indicators listed above for RESELLER, other
Resellers in aggregate and USW end users.
(D)6.4 Performance Results Provided to Reseller
The performance results provided to RESELLER by USW shall
be consistent with the current version of the USW Service
Performance Indicator Description (PID).
(D)6.5 The performance results provided under this Agreement are
to be used solely for the purposes set forth herein, and
shall be treated as "Proprietary Information" as provided
in Section (A)3.14 of this Agreement.
(D)6.6 Service Performance - Reported Events
(D)6.6.1 When applicable, USW will report
service-related performance results for all
"events". An "event" is the activity that
generates the measurement.
(D)6.6.2 The Parties will report RESELLER results
referenced above provided that RESELLER has
ordered and is utilizing the services reported;
(D)6.6.3 USW will provide the reports on a calendar
monthly basis. These reports will be provided
within forty-five (45) calendar days of the
close of the preceding month.
(D)6.7 Self Executing Remedies
The purpose and focus of remedies provisions under this
Resale Agreement shall be to resolve significant
differences in service quality that have been identified
through appropriate comparisons of the service performance
results reported for the core performance indicators
defined above. Self-executing remedies are those actions,
defined herein, that USW will undertake in good faith and
in cooperation with RESELLER to respond to such
differences immediately, without waiting for determination
of whether actual discrimination may exist.
(D)6.7.1 For this purpose, significant differences shall
be considered to be those that are determined
to be statistically, operationally, and
materially significant in each of three (3) or
more consecutive months and that reflect a
probability that inferior service was
apparently provided to RESELLER, based on the
relevant comparison of performance indicator
results. Statistical significance shall be
determined as defined below. Operational and
material significance shall be established by
including for comparison only those results
that have (a) minimum sample sizes of 30 each,
and (b) a relevant comparison demonstrating a
service performance difference of a magnitude
that can be reasonably considered to have a
perceptible effect on end users or RESELLER
operations.
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Part D
Miscellaneous Provisions
(D)6.7.2 Determination of the statistical significance of any
difference in appropriately comparable results shall be
based on statistical testing for (1) differences in means
(where performance indicator results are reported as
averages) or (2) difference in proportions (where
performance indicator results are reported as
percentages), as follows:
(D)6.7.2.1 Determination of the significance of a
difference in mean values of each monthly
service performance indicator results shall be
based on a "permutation" test using what is
commonly referred to as a "Z" statistic and a
maximum of 1,000 randomly selected permutations
of the samples. Where sample sizes exceed 600,
the "Z" test using the "modified Z statistic"
may be used instead of the permutation test.
Where used, the modified Z statistic will be
based on the statistical variance associated
with USW's retail performance results, where
applicable, or on the variance associated with
RESELLER aggregate performance results, where
there are no retail performance results.
(D)6.7.2.2 The significance of a difference in
proportional measurements shall be based on
direct calculation of the probability of the
observed difference using the binomial
distribution with a pooled P value.
(D)6.7.2.3 A difference in results by either test type
(i.e., differences in means or differences in
proportions) will be deemed statistically
significant if the appropriate one tailed test
indicates, with 99 percent confidence, that the
performance indicator results being compared
appear to be from different populations of
performance. In other words, that service being
provided to RESELLER appears to be inferior to
that represented by the comparable results
(such as, results representing service provided
to Resellers in aggregate or to USW retail).
(D)6.7.3 For each case in which a significant difference as
defined above has occurred, USW shall:
(D)6.7.3.1 Immediately investigate to determine the
cause(s) of the difference and, where feasible,
begin good-faith efforts to resolve the
difference;
(D)6.7.3.2 Within 45 days, provide to RESELLER a written
explanation of the result of the investigation
as to
Page 59
Part D
Miscellaneous Provisions
cause(s) and, as applicable, an action plan
describing (i) what has and will be done to
resolve the difference, (ii) what cooperative
actions and timelines on the part of RESELLER
are needed to facilitate or expedite
resolution, and (iii) listing key milestones
for use by the Parties in tracking progress;
(D)6.7.3.3 Offer and meet with designated RESELLER
representatives monthly to discuss progress on
resolving the difference(s);
(D)6.7.3.4 Escalate to vice president level any
significant difference that has or is not
projected to be resolved within three months of
the difference first being identified as
significant as defined above, with commitment
at that level to direct due diligence toward
removing obstacles and expediting resources
where feasible and necessary to resolve the
difference as soon as possible.
(D)6.7.4 If a statistically and operationally significant
difference has occurred in the trend results for any
particular performance indicator, the Parties shall allow
three (3) months to correct the difference in the trend
results. If the statistically, and operationally
significant difference in trend results is corrected
within the three (3) month time, no action, formal or
informal, shall be taken by either Party with respect to
that difference.
(D)6.7.5 If the statistically and operationally significant
difference in trend results is not corrected within the
three (3) month time frame, the Dispute Resolution
provision of this Resale Agreement shall apply.
(D)6.8 Delaying Events
(D)6.8.1 A Party's failure to meet a requirement in this Section of
this Agreement shall not be included when that failure is
a result, directly or indirectly, of a Delaying Event.
(D)6.8.2 A "Delaying Event" means:
(D)6.8.2.1 Failure by either Party to perform any of its
obligations set forth in this Agreement,
(D)6.8.2.2 Any delay, act or failure to act by an end
user, agent or subcontractor of the other
party, or
(D)6.8.2.3 Any Force Majeure Event.
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Part D
Miscellaneous Provisions
(D)6.8.3 If a Delaying Event prevents either Party from performing
a measured activity, then such measured activity shall be
excluded from the performance indicator(s).
(D)6.9 Records Retention for Service Performance Indicators
USW shall maintain complete and accurate records, for the specified
review period of its performance under this Agreement for each
measured activity. USW shall provide such records to RESELLER in a
self-reporting format. Such records shall be in the format kept in
USW's ordinary course of business. The Parties agree that such
records shall be deemed "Confidential Information."
(D)6.10 Joint Defense and Advocacy
The Parties shall jointly and separately advocate and defend the
sufficiency of this Agreement in addressing the nondiscrimination
requirements of the Act and wholesale services performance
measurements reporting rights, remedies and related terms and
conditions in any forum in which its sufficiency might be challenged.
(D)6.11 Cost Recovery
Each Party reserves the right to recover the costs associated with
the creation of the above measures, indicators, and reports through a
future proceeding before a regulatory body. Such a proceeding may
address a wide range of implementation costs not otherwise recovered
through charges established herein.
Page 61
Part E
North Dakota Rates
PART E - NORTH DAKOTA RATES
LOCAL EXCHANGE SERVICES RESALE OF SERVICES
The Parties agree the following charges apply to the Resale of Local Services:
1. Nonrecurring Charges.
a. Customer Transfer Charge (CTC): The following nonrecurring charges
apply when converting a USW account to a Reseller account or when
changing an end user from one reseller to another.
CATEGORY OF SERVICE NONRECURRING CHARGE
------------------- -------------------
RESIDENCE OR BUSINESS MECHANIZED
First Line $14.56
Each Additional Line $ 6.57
RESIDENCE OR BUSINESS MANUAL
First Line $27.52
Each Additional Line $ 7.12
PRIVATE LINE TRANSPORT
First Circuit $45.08
Additional Circuits, Same CSR $31.19
ADVANCED COMMUNICATIONS SERVICES, PER CIRCUIT $50.48
b. Product Specific Nonrecurring Charge: As set forth in USW tariffs, the
product specific nonrecurring charges, without discount, will apply
when additional lines or trunks are added or when the end user adds
features or services to existing lines or trunks.
2. Except as qualified below, all USW telecommunications services, including
lntraLATA Toll, shall be available for resale at a 16.15% discount.
a. The following services are not available for resale:
- Customer Premises Equipment (separately or in a package)
- USW Calling cards
- Inside Wire (including installation, sale or maintenance)
- Promotions of less than 90 days
- Concession Service
b. The following services are available only to the same class of
customer eligible to purchase that service from USW:
- Grandfathered
- Residence
- Lifeline/Link-up
c. The following services are available for resale under this Agreement
but are not included in the wholesale pricing reflected above:
- Public Access Lines
- Private Line Used For Special Access
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Part E
North Dakota Rates
d. Telecommunications services offered by USW at a volume discount are
available at an 8.15% discount.
3. Daily Usage Record File: Recurring Charge - $.0011 per record.
Page 63
Part F
Signature
PART F - SIGNATURE
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior oral or written agreements, representations, statements,
negotiations, understandings, proposals and undertakings with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
xxxxxxxxx.xxx U S WEST Communications, Inc.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxxxx X. Xxxxxxx
------------------------------ -------------------------------------
Signature Signature
Xxxxx Xxxxxxx Xxxxxxxxx X. Xxxxxxx
------------------------------ -------------------------------------
Name Printed/Typed Name Printed/Typed
CEO Vice President - Interconnection
------------------------------ -------------------------------------
Title Title
2-16-00 02/25/00
------------------------------ -------------------------------------
Date Date
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