EXHIBIT 10.100
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF
THE TELECOMMUNICATIONS ACT OF 1996
Dated as of July 17, 1997
BY AND BETWEEN
AMERITECH INFORMATION INDUSTRY SERVICES,
A DIVISION OF AMERITECH SERVICES, INC.
ON BEHALF OF AMERITECH INDIANA
AND
CONSOLIDATED COMMUNICATIONS TELECOM SERVICES INC.
TABLE OF CONTENTS
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1.0 DEFINITIONS.............................................................................................1
2.0 INTERPRETATION AND CONSTRUCTION.........................................................................8
3.0 IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION DATES............................................8
4.0 INTERCONNECTION PURSUANT TO SECTION 251(C)(2)...........................................................9
4.1 Scope...........................................................................................9
4.2 Interconnection Points and Methods..............................................................9
4.3 Fiber-Meet......................................................................................9
4.4 Tie-Cable Interconnection.......................................................................11
4.5 Interconnection in Additional LATAs.............................................................12
4.6 Nondiscriminatory Interconnection...............................................................12
4.7 Technical Specifications........................................................................12
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT TO SECTION 251(C)(2)............13
5.1 Scope of Traffic................................................................................13
5.2 Trunk Group Architecture and Traffic Routing....................................................13
5.3 Signaling.......................................................................................14
5.4 Grades of Service...............................................................................15
5.5 Measurement and Billing.........................................................................15
5.6 Reciprocal Compensation Arrangements -- Section 251(b)(5).......................................15
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO SECTION 251(C)(2).......................16
6.1 Scope of Traffic................................................................................16
6.2 Trunk Group Architecture and Traffic Routing....................................................16
6.3 Meet-Point Billing Arrangements.................................................................16
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC.....................................................17
7.1 BLV/BLVI Traffic................................................................................17
7.2 Transit Service.................................................................................17
8.0 GROOMING PLAN AND INSTALLATION, MAINTENANCE, TESTING AND REPAIR; NONDISCRIMINATORY PROVISION OF SERVICE.18
8.1 Grooming Plan...................................................................................19
8.2 Operation and Maintenance.......................................................................20
8.3 Installation, Maintenance, Testing and Repair...................................................20
9.0 UNBUNDLED ACCESS -- SECTION 251(C)(3)...................................................................19
9.1 Local Loop Transmission Types...................................................................20
9.2 Port Types......................................................................................21
9.3 Private Lines and Special Access................................................................22
9.4 Limitations on Unbundled Access to Loops and Ports..............................................23
9.5 Availability of Other Network Elements on an Unbundled Basis....................................24
9.6 Provisioning of Unbundled Loops -- Coordinated Procedure........................................24
9.7 Provisioning of Unbundled Loops -- General......................................................26
9.8 Provisioning of Unbundled Loops - Other.........................................................28
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9.9 Maintenance of Unbundled Network Elements.......................................................28
9.10 Nondiscriminatory Access to and Provision of Network Elements...................................29
10.0 RESALE--SECTIONS 251(C)(4) AND 251(B)(1)................................................................29
10.1 Availability of Wholesale Rates for Resale......................................................29
10.2 Availability of Retail Rates for Resale.........................................................30
11.0 NOTICE OF CHANGES--SECTION 251(C)(5)....................................................................30
12.0 COLLOCATION--SECTION 251(C)(6)..........................................................................30
SECTION 251(B) PROVISIONS...............................................................................32
13.0 NUMBER PORTABILITY--SECTION 251(B)(2)...................................................................32
13.1 Scope...........................................................................................32
13.2 Procedures for Providing INP Through Remote Call Forwarding.....................................33
13.3 Procedures for Providing INP Through Direct Inward Dial Trunks..................................34
13.4 Receipt of Terminating Compensation on Traffic to INP'ed Numbers................................34
13.5 Pricing For Interim Number Portability..........................................................35
13.6 Provision of Number Portability and Referral Announcements......................................35
14.0 DIALING PARITY--SECTION 251(B)(3).......................................................................35
15.0 ACCESS TO RIGHTS-OF-WAY--SECTION 251(B)(4)..............................................................35
16.0 REFERRAL ANNOUNCEMENT...................................................................................36
17.0 OPERATIONS SUPPORT SYSTEMS FUNCTIONS....................................................................36
18.0 OTHER SERVICES..........................................................................................36
GENERAL PROVISIONS......................................................................................36
19.0 GENERAL RESPONSIBILITIES OF THE PARTIES.................................................................36
20.0 TERM AND TERMINATION....................................................................................40
20.1 Term............................................................................................40
20.2 Renegotiation of Certain Terms..................................................................40
20.3 Default.........................................................................................41
20.4 Payment Upon Expiration or Termination..........................................................41
21.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. ..........................................................41
22.0 CANCELLATION CHARGES....................................................................................41
23.0 NON-SEVERABILITY........................................................................................41
24.0 INDEMNIFICATION.........................................................................................42
24.1 General Provision...............................................................................42
24.2 Customer Losses.................................................................................42
24.3 Indemnification Procedures......................................................................43
25.0 LIMITATION OF LIABILITY.................................................................................44
25.1 Limited Responsibility..........................................................................44
25.2 Limitation of Damages...........................................................................44
25.3 Consequential Damages...........................................................................44
26.0 LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES.............................................................44
26.1 Certain Definitions.............................................................................44
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26.2 Specified Performance Breach....................................................................47
26.3 Liquidated Damages..............................................................................47
26.4 Limitations.....................................................................................47
26.5 Sole Remedy.....................................................................................48
26.6 Records.........................................................................................48
27.0 REGULATORY APPROVAL.....................................................................................48
27.1 Commission Approval.............................................................................48
27.2 Amendment or Other Changes to the Act; Reservation of Rights....................................49
27.3 Regulatory Changes..............................................................................49
28.0 MISCELLANEOUS...........................................................................................49
28.1 Authorization...................................................................................49
28.2 Compliance......................................................................................50
28.3 Independent Contractor..........................................................................50
28.4 Force Majeure...................................................................................50
28.5 Confidentiality.................................................................................50
28.6 Governing Law...................................................................................51
28.7 Taxes...........................................................................................52
28.8 Non-Assignment..................................................................................52
28.9 Non-Waiver......................................................................................52
28.10 Disputed Amounts................................................................................53
28.11 Notices.........................................................................................54
28.12 Publicity and Use of Trademarks or Service Marks................................................55
28.13 Section 252(i) Obligations......................................................................55
28.14 Joint Work Product..............................................................................56
28.15 No Third Party Beneficiaries; Disclaimer of Agency..............................................56
28.16 No License......................................................................................57
28.17 Technology Upgrades.............................................................................57
28.18 Dispute Escalation and Resolution...............................................................57
28.19 Survival........................................................................................57
28.20 Scope of Agreement..............................................................................58
28.21 Entire Agreement................................................................................58
LIST OF SCHEDULES AND EXHIBITS
Schedules
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Schedule 1.56 Rate Centers
Schedule 3.0 Implementation Schedule
Schedule 8.1 Disaster Recovery Provision Escalations
Schedule 9.4.5 Form of Representation of Authorization
Pricing Schedule
Exhibits
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Exhibit A Bona Fide Request
Exhibit B Consolidated/Ameritech Fiber Meet
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INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252
OF THE TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement"), is effective as of the 17th day of
July 1997 (the "Effective Date"), by and between Ameritech Information Industry
Services, a division of Ameritech Services, Inc., a Delaware corporation with
offices at 350 North Orleans, Third Floor, Chicago, Illinois 60654, on behalf
of Ameritech Indiana ("Ameritech") and Consolidated Communications Telecom
Services Inc., an Illinois corporation with offices at 121 South 17th Street,
Matoon, Illinois 61938 ("Consolidated").
WHEREAS, the Parties want to Interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services (as
defined below) and Exchange Access (as defined below) to their respective
business and residential Customers.
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
herein.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Consolidated and Ameritech hereby agree as follows:
1.0 DEFINITIONS.
Capitalized terms used in this Agreement shall have the meanings specified
below in this Section 1.0 and as defined elsewhere within this Agreement.
1.1 "Act" means the Communications Act of 1934 (47 U.S.C. (S) 151 et
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seq.), as amended by the Telecommunications Act of 1996, and as from time to
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time interpreted in the duly authorized rules and regulations of the FCC or the
Commission having authority to interpret the Act within its state of
jurisdiction.
1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal using one of a variety
of line codes.
1.3 "Affiliate" is As Defined in the Act.
1.4 "Agreement for Switched Access Meet Point Billing" means the
Agreement for Switched Access Meet Point Billing dated as of the Effective Date
by and between the Parties.
1.5 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.6 "As Described in the Act" means as described in or required by the
Act and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.7 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing number of the calling party.
1.8 "Bona Fide Request" means the process described on Exhibit A that
prescribes the terms and conditions relating to a Party's request that the other
Party provide an Interconnection, Network Element (or standard of quality
thereof) or service not otherwise provided by the terms of this Agreement.
1.9 "BLV/BLVI Traffic" means an operator service call in which the caller
inquires as to the busy status of or requests an interruption of a call on
another Customer's Telephone Exchange Service line.
1.10 "Calling Party Number" or "CPN" is a Common Channel Interoffice
Signaling ("CCIS") parameter which refers to the number transmitted through a
network identifying the calling party.
1.11 "Central Office Switch" means a switch used to provide
Telecommunication Services, including, but not limited to:
(a) "End Office Switches" which are used to terminate Customer
station Loops for the purpose of Interconnection to each other and to
trunks; and
(b) "Tandem Office Switches" or "Tandems" which are used to connect
and switch trunk circuits between and among other Central Office Switches.
A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.12 "CCS" means one hundred (100) call seconds.
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1.13 "CLASS Features" means certain CCIS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace;
Caller Identification and related blocking features; Distinctive Ringing/Call
Waiting; Selective Call Forward; and Selective Call Rejection.
1.14 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements on an unbundled basis which
has been installed and maintained at the Premises of a second Party (the
"Housing Party"). Collocation may be "physical" or "virtual". In "Physical
Collocation," the Collocating Party installs and maintains its own equipment in
the Housing Party's Premises. In "Virtual Collocation," the Housing Party
installs and maintains the Collocating Party's equipment in the Housing Party's
Premises.
1.15 "Commercial Mobile Radio Service" or "CMRS" is As Defined by the Act.
1.16 "Commission" or "IURC" means the Indiana Utility Regulatory
Commission.
1.17 "Common Channel Interoffice Signaling" or "CCIS" means the signaling
system, developed for use between switching systems with stored-program control,
in which all of the signaling information for one or more groups of trunks is
transmitted over a dedicated high-speed data link rather than on a per-trunk
basis and, unless otherwise agreed by the Parties, the CCIS used by the Parties
shall be SS7.
1.18 "Cross Connection" means a connection provided pursuant to
Collocation at the Digital Signal Cross Connect, Main Distribution Frame or
other suitable frame or panel between the Collocating Party's equipment and
either (i) a third-party collocated Telecommunications Carrier's equipment or
(ii) the equipment or facilities of the Housing Party.
1.19 "Customer" means a third-party residence or business that subscribes
to Telecommunications Services provided by either of the Parties.
1.20 "Delaying Event" means either (a) any failure of Consolidated to
perform any of its obligations set forth in this Agreement (including the
Implementation Schedule and the Grooming Plan), (b) any delay, act or failure to
act by Consolidated or its Customer, agent or subcontractor or (c) any Force
Majeure Event, which prevents or delays Ameritech from timely fulfilling any of
its obligations hereunder.
1.21 "Dialing Parity" is As Defined in the Act.
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1.22 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.23 "Digital Signal Level 0" or "DS0" means the 64 kbps zero-level signal
in the time-division multiplex hierarchy.
1.24 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level of
multiplexing.
1.25 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level
in the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
1.26 "Exchange Message Record" or "EMR" means the standard used for
exchange of Telecommunications message information among Telecommunications
providers for billable, non-billable, sample, settlement and study data EMR
format is contained in Bellcore Practice BR-010-200-010 CRIS Exchange Message
Record.
1.27 "Exchange Access" is As Defined in the Act.
1.28 "Exchange Area" means an area, defined by the Commission, for which a
distinct local rate schedule is in effect.
1.29 "FCC" means the Federal Communications Commission.
1.30 "Fiber-Meet" means an Interconnection architecture method whereby the
Parties physically Interconnect their networks via an optical fiber interface
(as opposed to an electrical interface) at a mutually agreed upon location, at
which one Party's responsibility for service begins and the other Party's
responsibility ends.
1.31 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a
transmission technology which transmits up to a DS1-level signal, using any one
of the following line codes: 2 Binary / 1 Quartenary ("2B1Q"), Carrierless
AM/PM, Discrete Multitone ("DMT"), or 3 Binary / 1 Octel ("3B1O").
1.32 "Incumbent Local Exchange Carrier" or "ILEC" is As Defined in the
Act.
1.33 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system that is twenty-four (24) local Loop transmission paths combined into a
1.544 Mbps digital signal which integrates within the switch at a DS1 level.
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1.34 "Interconnection" means the linking of Ameritech and Consolidated's
networks for the mutual exchange of traffic. "Interconnection" does not include
the transport and termination of traffic.
1.35 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.36 "Interim Telecommunications Number Portability" or "INP is As
Described in the Act.
1.37 InterLATA" is As Defined in the Act.
1.38 "Integrated Services Digital Networks" or "ISDN" means a switched
network service that provides end-to-end digital connectivity for the
simultaneous transmission of voice and data. Basic Rate Interface-ISDN (BRI-
ISDN) provides for a digital transmission of two 64 kbps bearer channels and one
16 kbps data channel (2B+D).
1.39 "Intellectual Property" means copyrights, patents, trademarks, trade-
secrets, mask works and all other intellectual property rights.
1.40 "IntraLATA Toll Traffic" means all intraLATA calls other than Local
Traffic calls.
1.41 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.42 "Local Exchange Carrier" or "LEC" is As Defined in the Act.
1.43 "Local Loop Transmission" or "Loop" means the entire transmission
path which extends from the network interface device or demarcation point at a
Customer's premises to the Main Distribution Frame or other designated frame or
panel in a Party's Wire Center which serves the Customer. Loops are defined by
the electrical interface rather than the type of facility used.
1.44 "Local Traffic" means those calls as defined by Ameritech's local
service areas as defined in 170 IAC 7-1.1-2(21); provided that during the term
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of this Agreement in no event shall a Local Traffic be greater than the local
service areas as defined on the Effective Date.
1.45 "Loss" or "Losses" means any and all losses, costs (including court
costs), claims, damages (including fines, penalties, and criminal or civil
judgments and settlements), injuries, liabilities and expenses (including
reasonable attorneys' fees).
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1.46 "Main Distribution Frame" means the distribution frame of the Party
providing the Loop used to interconnect cable pairs and line and trunk equipment
terminals on a switching system.
1.47 "Meet-Point Billing" means the process whereby each Party bills the
appropriate tariffed rate for its portion of a jointly provided Switched
Exchange Access Service as agreed to in the Agreement for Switched Access Meet
Point Billing.
1.48 "Network Element" is As Defined in the Act.
1.49 "North American Numbering Plan" or "NANP" means the numbering plan
used in the United Slates that also serves Canada, Bermuda, Puerto Rico and
certain Caribbean Islands. The NANP format is a 10-digit number that consists
of a 3-digit NPA code (commonly referred to as the area code), followed by a 3-
digit NXX code and 4-digit line number.
1.50 "Number Portability" is As Defined in the Act.
1.51 "NXX" means the three-digit code which appears as the first three
digits of a seven digit telephone number.
1.52 "Party" means either Ameritech or Consolidated, and "Parties" means
Ameritech and Consolidated.
1.53 "Physical Collocation" is As Defined in the Act.
1.54 "Port" means a termination on a Central Office Switch that permits
Customers to send or receive Telecommunications over the public switched
network, but does not include switch features or switching functionality.
1.55 "Premises" is As Defined in the Act.
1.56 "Rate Center" means the specific geographic point which has been
designated by a given LEC as being associated with a particular NPA-NXX code
which has been assigned to the LEC for its provision of Telephone Exchange
Service. The Rate Center is the finite geographic point identified by a
specific V&H coordinate, which is used by that LEC to measure, for billing
purposes, distance sensitive transmission services associated with the specific
Rate Center; provided that a Rate Center cannot exceed the boundaries of an
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Exchange Area as defined by the Commission. Consolidated's Rate Centers
existing as of the Effective Date are listed in Schedule 1.56.
1.57 "Reciprocal Compensation" is As Described in the Act.
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1.58 "Routing Point" means a location which a LEC has designated on its
own network as the homing (routing) point for inbound traffic to one or more of
its NPA-NXX codes. The Routing Point is also used to calculate mileage
measurements for the distance sensitive transport element charges of Switched
Exchange Access Services. Pursuant to Bell Communications Research, Inc.
("Bellcore") Practice BR 795-100-100 (the "RP Practice"), the Routing Point
(referred to as the "Rating Point" in such RP Practice) may be an End Office
Switch location, or a "LEC Consortium Point of Interconnection." Pursuant to
such RP Practice, each "LEC Consortium Point of Interconnection" shall be
designated by a common language location identifier (CLLI) code with (x)KD in
positions 9, 10, 11, where (x) may be any alphanumeric A-Z or 0-9. For
Ameritech calls originated within the LATA, the Routing Point must be located
within the LATA in which the corresponding NPA-NXX is located. However, Routing
Points associated with each NPA-NXX need not be the same as the corresponding
Rate Center, nor must there be a unique and separate Routing Point corresponding
to each unique and separate Rate Center; provided only that the Routing Point
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associated with a given NPA-NXX must be located in the same LATA as the Rate
Center associated with the NPA-NXX.
1.59 "Service Control Point" or "SCP" is As Defined in the Act;
1.60 "Signaling End Point" or "SEP" means a signaling point, other than an
STP, which serves as a source or a repository for CCIS messages.
1.61 "Signaling Transfer Point" or "STP" is As Defined in the Act.
1.62 "Switched Exchange Access Service" means the offering of transmission
or switching services to Telecommunications Carriers for the purpose of the
origination or termination of Telephone Toll Service. Switched Exchange Access
Services include: Feature Group A, Feature Group B, Feature Group D, 800/888
access, and 900 access and their successors or similar Switched Exchange Access
Services.
1.63 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-1/STS-1) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.64 "Technically Feasible Point" is As Described in the Act.
1.65 "Telecommunications" is As Defined in the Act.
1.66 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
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1.67 "Telecommunications Carrier" is As Defined in the Act.
1.68 "Telecommunications Service" is As Defined in the Act.
1.69 "Telephone Exchange Service" is As Defined in the Act.
1.70 "Telephone Toll Service" is As Defined in the Act.
1.71 "Virtual Collocations" is As Defined in the Act.
1.72 "Wire Center" means an occupied structure or portion thereof in which
a Party has the exclusive right of occupancy and which serves as a Routing Point
for Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. The headings of the Sections are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement. Unless the context
shall otherwise require, any reference to any agreement, other instrument
(including Ameritech or other third party offerings, guides or practices),
statute, regulation, rule or tariff is to such agreement, instrument, stature,
regulation, rule or tariff as amended and supplemented from time to time (and,
in the case of a statute, regulation, rule or tariff, to any successor
provision). In the event of a conflict or discrepancy between the provisions of
this Agreement and the Act, the provisions of the Act shall govern.
3.0 IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION DATES
Subject to the terms and conditions of this Agreement, Interconnection of
the Parties' facilities and equipment pursuant to Section 4.0 for the
transmission and routing of Telephone Exchange Service traffic and Exchange
Access traffic shall be established on or before the corresponding
"Interconnection Activation Date" shown for each such LATA on Schedule 3.0 may
be revised and supplemented from time to time upon the mutual agreement of the
Parties to reflect the Interconnection of additional LATAs pursuant to Section
4.5 by attaching one or more supplementary schedules to such schedule.
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4.0 INTERCONNECTION PURSUANT TO SECTION 251(E)(2).
4.1 SCOPE.
Section 4.0 describes the physical architecture for Interconnection of the
Parties' facilities and equipment for the transmission and routing of Telephone
Exchange Service traffic and Exchange Access traffic between the respective
business and residential Customers of the Parties pursuant to Section 251(c)(2)
of the Act. Each Party shall make available to the other Party the same
Interconnection methods on the same rates, terms and conditions; provided that a
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Party may make available Interconnection methods at rates different from the
other Party if such Party (i) submits to the Commission a cost study supporting
such different rates and (ii) the Commission approves different rates; provided,
further, that such different rates shall be retroactively effective as of the
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Effective Date. Sections 5.0 and 6.0 prescribe the specific logical trunk
groups (and traffic routing parameters) which will be configured over the
physical connections described in this Section 4.0 related to the transmission
and routing of Telephone Exchange Service traffic and Exchange Access traffic,
respectively. Other trunk groups, as described in this Agreement, may be
configured using this architecture.
4.2 INTERCONNECTION POINTS AND METHODS.
4.2.1 In each LATA identified on Schedule 3.0, Consolidated and
Ameritech shall Interconnect their networks at the correspondingly identified
Ameritech and Consolidated Wire Centers on Schedule 3.0 for the transmission and
routing within that LATA of Telephone Exchange Service traffic and Exchange
Access traffic pursuant to Section 251(c)(2) of the Act.
4.2.2 Interconnection in each LATA shall be accomplished through
either (i) a Fiber-Meet as provided in Section 4.3, (ii) Collocation as provided
in Section 12.0, (ii) Interconnection utilizing conventional metallic twisted
pair cable as provided in Section 4.4 or (iv) any other Interconnection method
to which the Parties may agree in advance of the applicable Interconnection
Activation Date for a given LATA and which is consistent with the Act.
4.3 FIBER-MEET.
4.3.1 If the Parties Interconnect their network pursuant to a Fiber-
Meet, the Parties shall jointly engineer and operate a single Synchronous
Optical Network ("SONET") transmission system. The Parties shall jointly
determine and agree upon the specific Optical Line Terminating Multiplex or
("OLTM") equipment to be utilized at each end of the SONET transmission system.
If the Parties cannot agree on the OLTM, the following decision criteria shall
apply to the selection of the OLTM:
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(a) First, the type of OLTM equipment utilized by both Parties within
the LATA. Where more than one type of OLTM equipment is used in common by
the Parties within the LATA, the Parties shall choose from among the common
types of OLTM equipment according to the method described in subsection (c)
below;
(b) Second, the type of OLTM equipment utilized by both Parties
anywhere outside the LATA. Where more than one type of OLTM equipment is
used in common by the Parties outside the LATA, the Parties shall choose
from among the common types of OLTM equipment according to the method
described in subsection (c) below; and
(c) Third, the Party first selecting the OLTM equipment shall be
determined by lot and the choice to select such OLTM equipment shall
thereafter alternate between the Parties.
4.3.2 Ameritech shall, wholly at its own expense, procure, install and
maintain the agreed upon OLTM equipment in the Ameritech Interconnection Wire
Center ("AIWC") identified for each LATA set forth on Schedule 3.0, in capacity
sufficient to provision and maintain all logical trunk groups prescribed by
Sections 5.0 and 6.0.
4.3.3 Consolidated shall, wholly at its own expense, procure, install
and maintain the agreed upon OLTM equipment in the Consolidated Interconnection
Wire Center ("CIWC") identified for that LATA in Schedule 3.0, in capacity
sufficient to provide and maintain all logical trunk groups prescribed by
Sections 5.O and 6.0.
4.3.4 Ameritech shall designate a manhole or other suitable entry-way
immediately outside the AIWC as a Fiber-Meet entry point, and shall make all
necessary preparations to receive, and to allow and enable Consolidated to
deliver, fiber optic facilities into that manhole with sufficient spare length
to reach the OLTM equipment in the AIWC. Consolidated shall deliver and
maintain such strands wholly at its own expense.
4.3.5 Consolidated shall designate a manhole or other suitable entry-
way immediately outside the CIWC as a Fiber-Meet entry point, and shall make all
necessary preparations to receive, and to allow and enable Ameritech to deliver,
fiber optic facilities into that manhole with sufficient spare length to reach
the OLTM equipment in the CIWC. Ameritech shall deliver and maintain such
strands wholly at its own expense.
4.3.6 Consolidated shall pull the fiber optic strands from the
Consolidated designated manhole/entry-way into the CIWC through appropriate
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internal conduits Consolidated utilizes for fiber optic facilities and shall
connect the Ameritech strands to the OLTM equipment Consolidated has installed
in the CIWC.
4.3.7 Ameritech shall pull the fiber optic strands from the
Ameritech-designated manhole/entry-way into the AIWC through appropriate
Internal conduits utilized by Ameritech for fiber optic facilities and shall
connect the Consolidated strands to the OLTM equipment Ameritech has installed
in the AIWC.
4.3.8 Each Party shall use its best efforts to ensure that fiber
received from the other Party will enter that Party's Wire Center through a
point separate from that through which the Party's own fiber exited.
4.3.9 Unless otherwise mutually agreed, this SONET transmission
system shall be configured as illustrated in Exhibit B, and engineered,
installed, and maintained as described in this Section 4.0 and in the Grooming
Plan (as defined in Section 8.1).
4.3.10 Each Party shall ensure that each Tandem connection permits
the completion of traffic to all End Offices which subtend that Tandem.
Pursuant to Section 5.0, each Party shall establish and maintain separate trunk
groups connected to each Tandem of the other Party's which serves, or is sub-
tended by End Offices which serve, such other Paris Customers within the
Exchange Areas served by such Tandem Switches.
4.3.11 For Fiber-Meet arrangements, each Party will be responsible
for (i) providing its own transport facilities to the Fiber-Meet in accordance
with the Grooming Plan and (ii) the cost to build-out its facilities to such
Fiber-Meet.
4.4 TIE-CABLE INTERCONNECTION.
Ameritech shall provide Consolidated tie-cable Interconnection in
Ameritech's Central Offices listed on Schedule 3.0 in accordance with this
Section 4.4. Ameritech shall provide Consolidated such tie-cable
Interconnection upon Consolidated's Bona Fide Request and, notwithstanding the
time frames set forth in Exhibit A, shall provide Consolidated with a pricing
proposal for such tie-cable Interconnection within thirty (30) days of each
Consolidated request for such tie-cable Interconnection. Ameritech's pricing
proposal shall be in accord with the pricing standards set form in Section
251(d)(2) of the Act. Consolidated acknowledges that Ameritech does not make,
and Consolidated shall not receive, any guarantee of transmission quality for
any of the cable pairs provided to Consolidated under this Section 4.4, except
that the applicable performance standards set forth in applicable tariffs shall
apply to unbundled Loops from
11
Ameritech's Main Distribution Frame to the Network Interface Device at the
Customer's premises.
4.5 INTERCONNECTION IN ADDITIONAL LATAS.
4.5.1 If Consolidated determines to offer Telephone Exchange Services
within Ameritech's service areas in any additional LATA, Consolidated shall
provide written notice to Ameritech of the need to establish Interconnection in
such LATA pursuant to this Agreement.
4.5.2 The notice provided in Section 4.5.1 shall include (i) the
initial Routing Point Consolidated has designated in the new LATA; (ii)
Consolidated's requested Interconnection Activation Date; and (iii) a non-
binding forecast of Consolidated's trunking requirements.
4.5.3 Unless otherwise agreed by the Parties, the Parties shall
designate the Wire Center Consolidated has identified as its initial Routing
Point in the LATA as the CIWC is that LATA and shall designate the Ameritech
Tandem Office Wire Center within the LATA nearest to the CIWC (as measured in
airline miles utilizing the V&H coordinates method) as the AIWC in that LATA.
4.5.4 Unless otherwise agreed by the Parties, the Interconnection
Activation Date in each new LATA shall be the earlier of (i) the date mutually
agreed by the Parties or (ii) the date that is one-hundred fifty (150) days
after the date on which Consolidated delivered notice to Ameritech pursuant to
Section 4.5.1. Within ten (10) business days of Ameritech's receipt of
Consolidated's notice, Ameritech and Consolidated shall confirm the AIWC, the
CIWC and the Interconnection Activation Date for the new LATA by attaching a
supplementary schedule to Schedule 3.0.
4.6 NONDISCRIMINATORY INTERCONNECTION.
Unless otherwise requested by Consolidated, Interconnection shall be at
least equal in quality to that provided by the Parties to themselves or any
subsidiary, Affiliate or third party. For purposes of this Section 4.6, "equal
in quality" means the same or equivalent technical criteria and service
standards that a Party uses within its own network. If Consolidated requests an
Interconnection that is of a different quality than that provided by Ameritech
to itself or any subsidiary, Affiliate or third party, such request shall be
treated as a Bona Fide Request.
4.7 TECHNICAL SPECIFICATIONS.
4.7.1 Consolidated and Ameritech shall work cooperatively to install
and maintain a reliable network. Consolidated and Ameritech shall exchange
12
appropriate information (e.g., maintenance contact numbers, network information,
information required to comply with law enforcement and other security agencies
of the government and such other information as the Parties shall mutually
agree) to achieve this desired reliability.
4.7.2 Consolidated and Ameritech shall work cooperatively to apply
sound network management principles by invoking network management controls to
alleviate or to prevent congestion.
4.7.3 The following publications describe the practices, procedures,
specifications and interfaces generally utilized by Ameritech and are listed
herein to assist the Parties in meeting their respective responsibilities
related to Electrical/Optical Interfaces:
(a) Bellcore Technical Publication TR-INS-00342; High Capacity
Digital Special Access Service, Transmission Parameter
Limits and Interface Combinations;
(b) Ameritech Technical Publication AM-TR-NIS-000111; Ameritech
OC3, OC12 and OC48 Service Interface Specifications; and
(c) Ameritech Technical Publication AM-TR-NIS-000133; Ameritech
OC3, OC12 and OC48 Dedicated Ring Service Interface
Specifications.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT TO
SECTION 251(C)(2).
5.1 SCOPE OF TRAFFIC.
Section 5.0 prescribes parameters for trunk groups (the "Local/IntraLATA
Trunks") to be effected over the Interconnections specified in Section 4.0 for
the transmission and routing of Local Traffic and IntraLATA Toll Traffic between
the Parties' respective Telephone Exchange Service Customers.
5.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING.
The Parties shall jointly engineer and configure Local/IntraLATA Trunks
over the physical Interconnection arrangements as follows:
5.2.1 The Local/IntraLATA Trunks shall be provided via one-way trunk
groups or, at the request of Consolidated, two-way trunks.
13
5.2.2 No Party shall terminate Exchange Access traffic over the
Local/IntraLATA trunks.
5.2.3 Notwithstanding anything to the contrary in this Section 5.0, if
the two-way traffic volumes between any two Central Office Switches at any time
exceeds the CCS busy hour equivalent of one DS1, the Parties shall within sixty
(60) days after such occurrence establish direct trunk; groups to the applicable
End Office(s) consistent with the grades of service and quality parameters set
forth in the Grooming Plan; provided nothing in this Section 5.2 shall require a
--------
Party to establish new direct trunk groups to such End Office(s) on or before
the date which is one hundred and twenty (120) days after the applicable
Interconnection Activation Date; provided, however, that if such traffic volume
-------- -------
is exceeded within such one hundred and twenty (120) day period, such Party
shall establish new direct trunk groups on the date which is the later of (i)
sixty (60) days after such occurrence or (ii) one hundred twenty-one (121) days
after the Interconnection Activation Date.
5.3 SIGNALING.
5.3. 1 Where available, CCIS signaling shall be used by the Parties to
set up calls between the Parties' Telephone Exchange Service networks. If CCIS
signaling is unavailable, MF (Multi-Frequency) signaling shall be used by the
Parties. Each Party shall charge the other Party its respective tariffed rate
for CCIS signaling.
5.3.2 The following publications describe the practices, procedures
and specifications generally utilized by Ameritech for signaling purposes and
are listed herein to assist the Parties in meeting their respective
Interconnection responsibilities related to Signaling:
(a) Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling.
(b) Ameritech Supplement AM-TR-OAT-000069, Common Channel
Signaling Network Interface Specifications.
5.3.3 The Parties will cooperate on the exchange of Transactional
Capabilities Application Part (TCAP) messages to facilitate interoperability of
CCIS-based features between their respective networks, including all CLASS
features and functions, to the extent each Party offers such features and
functions to its Customers. All CCIS signaling parameters will be provided
including, without limitation, calling party number (CPN), originating line
information (OLI), calling party category and charge number.
14
5.3.4 Where available and upon the request of the other Party, each
Party shall cooperate to ensure that its trunk groups are configured utilizing
the B8ZS ESF protocol for 64 kbps clear channel transmission to allow for ISDN
interoperability between the Parties' respective networks.
5.4 GRADES OF SERVICE.
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Grooming Plan.
5.5 MEASUREMENT AND BILLING.
5.5.1 For billing purposes, each Party shall pass Calling Party
Number (CPN) information on each call carried over the Local/IntraLATA Trunks;
provided that so long as the percentage of calls passed with CPN is greater than
- --------
ninety percent (90%), all calls exchanged without CPN information shall be
billed as either Local Traffic or IntraLATA Toll Traffic in direct proportion to
the minutes of use of calls exchanged with CPN information.
5.5.2 Measurement of Telecommunications traffic billed hereunder
shall be (i) in actual conversation time as specified in FCC terminating FGD
Switched access tariffs for Local Traffic and (ii) in accordance with applicable
tariffs for all other types of Telecommunications traffic.
5.6 RECIPROCAL COMPENSATION ARRANGEMENTS -- SECTION 251(B)(5).
5.6.1 Reciprocal Compensation applies for transport and termination of
Local Traffic billable by Ameritech or Consolidated which a Telephone Exchange
Service Customer originates on Ameritech's or Consolidated's network for
termination on the other Party's network. Subject to 47 CFR (S) 51.711(b), the
Parties shall compensate each other for such transport and termination of Local
Traffic at the rates provided in the Pricing Schedule.
5.6.2 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all IntraLATA Toll Traffic shall continue to be
governed by the terms and conditions of the applicable federal and state
tariffs.
5.6.3 Each Party shall charge the other Party its effective applicable
federal and state tariffed intraLATA FGD switched access rates for the transport
and termination of all IntraLATA Toll Traffic.
15
5.6.4 Compensation for transport and termination of all traffic which
has been subject to performance of INP by one Party for the other Party pursuant
to Section 13.0 shall be as specified in Section 13.4.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO SECTION
251(C)(2).
6.1 SCOPE OF TRAFFIC.
Section 6.0 prescribes parameters for certain truck groups ("Access Toll
Connecting Trunks") to be established over the Interconnections specified in
Section 4.0 for the transmission and routing of Exchange Access traffic between
Consolidated Telephone Exchange Service Customers and Interexchange Carriers.
6.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING.
6.2.1 At Consolidated's option and upon written request to Ameritech,
the Parties shall jointly establish Access Toll Connecting Trunks by which they
will jointly provide Tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic from and to Consolidated's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Consolidated's Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to an Ameritech access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Consolidated utilizes to provide Telephone
Exchange Service and Switched Exchange Access in a given LATA to an access
Tandem Switch Ameritech utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which Ameritech access
Tandem(s) will be sub-tended by each Consolidated End Office Switch. Except as
otherwise agreed by the Parties, Consolidated or as required by the FCC or the
Commission, each Consolidated End Office Switch shall subtend each access Tandem
in each LATA identified on Schedule 3.0, as currently required. However, the
Parties shall work towards a resolution of technical issues that, consistent
with then existing FCC requirements, allows each Consolidated End Office Switch
to subtend the access Tandem nearest to the Routing Point associated with the
NXX codes assigned to that End Office Switch and shall not require that a single
Consolidated End Office Switch subtend multiple access Tandems, even in those
cases where such End Office Switch serves multiple Rate Centers.
16
6.2.5 Only those valid NXX codes served by an End Office may be
accessed through a direct connection to that End Office.
6.3 MEET-POINT BILLING ARRANGEMENTS.
Meet-Point Billing arrangements between the Parties for jointly-provided
Switched Exchange Access Services on Access Toll Connecting Trunks will be
governed by the terms and conditions of the Agreement For Switched Access Meet
Point Billing and shall be billed at each Party's applicable switched access
rates.
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC.
7.1 BLV/BLVI TRAFFIC.
7.1.1 Busy Line Verification ("BLV") is performed when one Party's
Customer requests assistance from the operator bureau to determine if the called
line is in use, however, the operator bureau will not complete the call for the
Customer initiating the BLV inquiry. Only one BLV attempt will be made per
Customer operator bureau call, and a charge shall apply whether or not the
called party releases the line.
7.1.2 Busy Line Verification Interrupt ("BLVI") is performed when one
Party's operator bureau interrupts a telephone call in progress after BLV has
occurred. The operator bureau will interrupt the busy line and inform the
called Party that there is a call waiting. The operator bureau will only
interrupt the call and will not complete the telephone call of the Customer
initiating the BLVI request. The operator bureau will make only one BLVI
attempt per Customer operator telephone call and the applicable charge applies
whether or not the called party releases the line.
7.1.3 Each Party's operator bureau shall accept BLV and BLVI
inquiries from the operator bureau of the other Party in order to allow
transparent provision of BLV/BLVI Traffic between the Parties' networks.
7.1.4 Each Party shall route BLV/BLVI Traffic inquiries over
separate direct trunks (and not the Local/IntraLATA Trunks) established between
the Parties' respective operator bureaus. Unless otherwise mutually agreed, the
Parties shall configure BLV/BLVI trunks over the Interconnection architecture
defined in Section 4.0, consistent with the Grooming Plan. Each Party shall
compensate the other Party for BLV/BLVI Traffic as set forth on the Pricing
Schedule.
17
7.2 TRANSIT SERVICE.
7.2.1 In addition to the Interconnection and other services provided
to Consolidated by Ameritech under this Agreement that are required under the
Act, Ameritech agrees that it shall also provide Transit Service to Consolidated
on the terms and conditions set forth in this Section 7.2.
7.2.2 "Transit Service" means the delivery of certain traffic
between Consolidated and a third party LEC or CMRS provider by Ameritech over
the Local/IntraLATA Trunks. Transit Service shall be provided only at
Ameritech's Tandem Switches, and not at any Ameritech End Office. The following
traffic types will be delivered: (i) Local Traffic and IntraLATA Toll Traffic
originated from Consolidated to such third party LEC or CMRS provider and (ii)
IntraLATA Toll Traffic originated from such third party LEC and terminated to
Consolidated where Ameritech carries such traffic pursuant to the Commission's
Primary Toll Carrier ("PTC") plan or other similar plan.
7.2.3 The Parties shall compensate each other for Transit Service as
follows:
(a) For Local Traffic and IntraLATA Toll Traffic originating from
Consolidated that is delivered over the Transit Service
("Transit Traffic"):
(1) Consolidated shall:
(A) Pay to Ameritech a Transit Service Charge as set
forth at Item III of the Pricing Schedule; and
(B) Reimburse Ameritech for any charges, including
switched access charges, that a third party LEC or
CMRS provider imposes or levies on Ameritech for
delivery or termination of any such Transit
Traffic.
(2) Ameritech shall remit to Consolidated any access charges
Ameritech receives from such third party LEC or CMRS
provider in connection with the delivery of such Transit
Traffic.
(b) For Local Traffic and IntraLATA Toll Traffic that is to be
terminated to Consolidated from a third party LEC or CMRS
provider (i) that is not subject to PTC arrangements (regardless
of whether Ameritech is the PTC) and (ii) Ameritech has a
transiting arrangement with such third party LEC or CMRS provider
which authorizes Ameritech to deliver such traffic to
18
Consolidated ("Other Party Transit Agreement"), then Ameritech
shall deliver such Local Traffic and IntraLATA Toll Traffic to
Consolidated in accordance with the terms and conditions of such
Other Party Transit Agreement. If, in addition to any transit
charge Ameritech receives pursuant to the Other Party Transit
Agreement, Ameritech receives any Reciprocal Compensation for
terminating such traffic from such originating third party LEC or
CMRS provider, Ameritech shall remit to Consolidated such
Reciprocal Compensation.
(c) For IntraLATA Toll Traffic which is subject to a PTC arrangement
and where Ameritech is the PTC, Ameritech shall deliver such
IntraLATA Toll Traffic to Consolidated in accordance with the
terms and conditions of such PTC arrangement.
7.2.4 While the Parties agree that it is the responsibility of each
third party LEC or CMRS provider to enter into arrangements to deliver Local
Traffic and IntraLATA Toll Traffic to Consolidated, they acknowledge that such
arrangements are not currently in place and an interim arrangement is necessary
to ensure traffic completion. Accordingly, until the earlier of (i) the date on
which either Party has entered into an arrangement with such third party LEC or
CMRS provider to deliver Local Traffic and IntraLATA Toll Traffic to
Consolidated and (ii) the termination of this Agreement, Ameritech will provide
Consolidated with Transit Service.
7.2.5 For purposes of this Section 7.2, Ameritech agrees that it
shall make available to Consolidated, at Consolidated's sole option, any
transiting arrangement Ameritech's offers to another LEC or ILEC at the same
rates, terms and conditions provided to such other LEC or ILEC.
8.0 GROOMING PLAN AND INSTALLATION, MAINTENANCE, TESTING AND REPAIR;
NONDISCRIMINATORY PROVISION OF SERVICE.
8.1 Grooming Plan. Within sixty (60) days of the Effective Date,
Consolidated and Ameritech shall jointly develop a grooming plan (the "Grooming
Plan") which shall define and detail, inter alia,
----------
(a) standards to ensure that Interconnection trunk groups experience
a grade of service, availability and quality in accord with all
appropriate relevant industry-accepted quality, reliability and
availability standards;
19
(b) the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the
Interconnections specified in Section 4.0 and the trunk groups,
including but not limited to standards and procedures for
notification and discoveries of trunk disconnects;
(c) disaster recovery provision escalations as described on Schedule
8.1; and
(d) the types of errors or changes in Service Orders submitted to
Ameritech by Consolidated that would significantly delay
Ameritech's processing of a Service Order or require that such
Service Order be re-processed;
(e) the availability and price for the provision by Ameritech to
Consolidated maintenance service on a priority basis, beyond the
requirements of this Agreement and any applicable law;
(f) emergency, manual procedures for the provision by Ameritech to
Consolidated of certain operation support systems in case of
equipment failure; and
(g) such other matters as the Parties may agree.
8.2 Operation and Maintenance. Each Party shall be solely responsible for
the installation, operation and maintenance of equipment and facilities provided
by it for Interconnection, subject to compatibility and cooperative testing and
monitoring and the specific operation and maintenance provisions for equipment
and facilities used to provide Interconnection. Operation and maintenance of
equipment in Virtual Collocation shall be governed by applicable tariff.
8.3 Installation, Maintenance, Testing and Repair. Ameritech's standard
intervals for Feature Group D Exchange Access Services will be used for
Interconnection as specified in the Ameritech Dedicated and Switched Common
Service Switched Access and Exchange Interval Guide, AM-TR-MKT-000066.
Consolidated shall meet the same intervals for comparable installations,
maintenance, joint testing, and repair of its facilities and services associated
with or used in conjunction with Interconnection or shall notify Ameritech of
its inability to do so and will negotiate such intervals in good faith.
9.0 UNBUNDLED ACCESS -- SECTION 251(C)(3).
Ameritech shall, upon request of Consolidated and to the extent technically
feasible, provide to Consolidated access to Ameritech's Network Elements for the
20
provision of the Consolidated's Telecommunications Service. Any request for
access to a Network Element that is not already available at the time of such
request or expressly contemplated by this Agreement. Or any request by
Consolidated that Ameritech provide a Network Element that is different in
quality than that which Ameritech provides itself, shall be governed by Section
9.5.2.
9.1 LOCAL LOOP TRANSMISSION TYPES.
Subject to Section 9.4, Ameritech shall allow Consolidated to access the
following Loop types (in addition to those Loops available under applicable
tariffs) unbundled from local switching and local transport in accordance with
the terms and conditions set forth in Section 9.0:
9.1.1 "2-Wire Analog Voice Grade Loop" or "Analog 2W," which supports
analog transmission of 300-3000 Hz, repeat loop start, loop reverse battery, or
ground start seizure and disconnect in one direction (toward the End Office
Switch), and repeat ringing in the other direction (toward the Customer).
Analog 2W includes Loops sufficient for the provision of PBX trunks, pay
telephone lines and electronic key system lines. Analog 2W will be provided in
accordance with the specifications, interfaces, and parameters described in
Technical Reference AM-TR-TMO-000122, Ameritech Unbundled Analog Loops.
9.1.2 "4-Wire Analog Voice Grade Loop" or "Analog 4W," which supports
transmission of voice grade signals using separate transmit and receive paths
and terminates in a 4-wire electrical interface. Analog 4W will be provided in
accordance with the specifications, interfaces, and parameters described in
Technical Reference AM-TR-TMO-000122, Ameritech Unbundled Analog Loops.
9.1.3 "2-Wire ISDN Digital Grade Links" or "BRI-ISDN" which supports
digital transmission of two 64 kbps bearer channels and one 16 kbps data
channel. BRI-ISDN is a 2B+D Basic Rate Interface-Integrated Services Digital
Network (BRI-ISDN) Loop which will meet national ISDN standards and conform to
Technical Reference AM-TR-TMO-000123, Ameritech Unbundled Digital Loops
(including ISDN).
9.1.4 "2-Wire ADSL-Compatible Loop" or "ADSL 2W" is a transmission
path which facilitates the transmission of up to a 6 Mbps digital signal
downstream (toward the Customer) and up to a 640 kpbs digital signal upstream
(away from the Customer) while simultaneously carrying an analog voice signal.
An ADSL-2W is provided over a 2-Wire, non-loaded twisted copper pair provisioned
using revised resistance design guidelines and meeting ANSI Standard T1.413-
1995-007R2. An ADSL-2W terminates in a 2-wire electrical interface at the
Customer premises and at the Ameritech Central Office frame. ADSL technology
can only be deployed over Loops which extend less than 18 Kft. from Ameritech's
21
Central Office. ADSL compatible Loops are only available where existing copper
facilities can meet the ANSI T1.413-1995-007R2 specifications, unless Ameritech
provides Loops with the same functionality/capability over any other medium to
itself, its Affiliates or any other third person, in which case Ameritech shall
make such Loops using such other medium available to Consolidated.
9.1.5 "2-Wire HDSL-Compatible Loop" or "HDSL 2W" is a transmission
path which facilitates the transmission of a 768 kbps digital signal over a 2-
wire, non-loaded twisted copper pair meeting the specifications in ANSI T1E1
Committee Technical Report Number 28. HDSL compatible Loops are available only
where existing copper facilities can meet the T1E1 Technical Report Number 28
specifications, unless Ameritech provides Loops with the same
functionality/capability over any other medium to itself, its Affiliates or any
other third person, in which case Ameritech shall make such Loops using such
other medium available to Consolidated.
9.1.6 "4-Wire HDSL-Compatible Loop" or "HDSL 4W" is a transmission
path which facilitates the transmission of a 1.544 Mbps digital signal over two
2-Wire, non-loaded twisted copper pairs meeting the specifications in ANSI T1E1
Committee Technical Report Number 28. HDSL compatible Loops are available only
where existing copper facilities can meet the T1E1 Technical Report Number 28
specifications, unless Ameritech provides Loops with the same
functionality/capability over any other medium to itself, its Affiliates or any
other third person, in which case Ameritech shall make such Loops using such
other medium available to Consolidated.
9.1.7 Consolidated may procure Loops from Ameritech either (i) at
the rates set forth in the Pricing Schedule and on the terms and conditions
specified herein or (ii) at the rates and on the terms and conditions set forth
in applicable tariffs.
9.2 PORT TYPES.
Ameritech shall make available to Consolidated unbundled Ports in
accordance with the terms and conditions of and at the rates specified in
applicable state tariffs.
9.3 PRIVATE LINES AND SPECIAL ACCESS.
Ameritech shall make available to Consolidated private lines and special
access services in accordance with the terms and conditions of and at the rates
specified in applicable tariffs.
22
9.4 LIMITATIONS ON UNBUNDLED ACCESS TO LOOPS AND PORTS.
9.4.1 Ameritech shall only be required to make available Network
Elements where such Network Elements, including facilities and software
necessary to provide such Network Elements, are available. If Ameritech makes
available Network Elements that require special construction, Consolidated shall
pay to Ameritech any applicable special construction charges at the then
applicable rates in existing tariffs.
9.4.2 Consolidated shall access Ameritech's unbundled Network
Elements via Collocation in accordance with Section 12.0 at the Ameritech Wire
Center where those elements exist and each Loop or Port shall be delivered to
Consolidated's Collocation by means of a cross-connection which, in the case of
Loops, is included in the rates set forth in the Pricing Schedule.
9.4.3 Ameritech shall provide Consolidated access to its unbundled
Loops at each of Ameritech's Wire Centers. In addition, if Consolidated
requests one or more Loops serviced by Integrated Digital Loop Carrier or Remote
Switching technology deployed as a Loop concentrator, Ameritech shall, where
available, move the requested Loop(s) to a spare, existing physical Loop at no
charge to Consolidated. If, however, no spare physical Loop is available,
Ameritech shall within forty-eight (48) hours of Consolidated's request notify
Consolidated of the lack of available facilities. Consolidated may then at its
discretion make a Bona Fide Request for Ameritech to provide the unbundled Loop
through the demultiplexing of the integrated digitized Loop(s). Consolidated
may also make a Bona Fide Request for access to unbundled Loops at the Loop
condensation site point. Notwithstanding anything to the contrary in this
Agreement the provisioning intervals set forth in Section 9.6 and 9.7 and the
Performance Interval Dates and Performance Criteria set forth in Section 26.1.3
shall not apply to unbundled Loops provided under this Section 9.4.3.
9.4.4 If Consolidated orders a Loop type and the distance requested
on such Loop exceeds the transmission characteristics as referenced in the
corresponding Technical Reference specified below, distance extensions may be
required and additional rates and charges shall apply as set forth on the
Pricing Schedule.
- -----------------------------------------------------------------------------------------------------------
Loop Type Technical Reference/Limitation
--------- ------------------------------
- -----------------------------------------------------------------------------------------------------------
Electronic Key Line 2.5 miles
- -----------------------------------------------------------------------------------------------------------
ISDN Bellcore TA-NWT-000393
- -----------------------------------------------------------------------------------------------------------
HDSL 2W T1E1 Technical Report Number 28
- -----------------------------------------------------------------------------------------------------------
23
HDSL 4W T1E1 Technical Report Number 28
- -----------------------------------------------------------------------------------------------------------
ADSL 2W ANSI T1.413-1995 Specification
- -----------------------------------------------------------------------------------------------------------
9.4.5 Prior to submitting an order for a Network Element,
Consolidated shall deliver to Ameritech a representation of authorization in the
form set forth on Schedule 9.4.5.
9.5 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN UNBUNDLED BASIS.
9.5.1 Ameritech shall provide Consolidated access to the
functionalities for Ameritech's pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions of the operations support systems
that relate to the Network Elements that Consolidated purchases hereunder.
9.5.2 Any request by Consolidated for access to an Ameritech Network
Element that is not already available hereunder at the time of such request
shall be treated as a Bona Fide Request.
9.5.3 A Network Element obtained by one Party from the other Party
under Section 9.0 may be used in combination with another Network Element of the
providing Party and/or the facilities of the requesting Party only to provide a
Telecommunications Service.
9.5.4 Notwithstanding anything to the contrary in this Section 9.0,
Ameritech shall not be required to provide a proprietary Network Element to
Consolidated except as required by the Commission.
9.5.5 Any request for access to a Network Element or a standard of
quality thereof that is not otherwise provided by the terms of this Agreement at
the time of such request shall be made pursuant to a Bona Fide Request and shall
be subject to the payment by Consolidated of all applicable costs to process,
develop, install, and provide such Network Element or combination of Network
Elements or access in accordance with Section 252(d)(1) of the Act.
9.6 PROVISIONING OF UNBUNDLED LOOPS -- COORDINATED PROCEDURE.
The following coordination procedures shall apply for conversions of "live"
Telephone Exchange Services to unbundled Network Elements ("Coordinated
Conversion"):
24
9.6.1 Consolidated shall request unbundled Loops from Ameritech by
delivering to Ameritech a valid electronic transmittal service order (a "Service
Order") using the Ameritech electronic ordering system (as defined in the
Unbundling Product Guide ) or another mutually agreed upon system (including the
interim use of facsimile transmitted Service Orders). Within twenty-four (24)
hours (or forty-eight (48) hours if a Service Order is transmitted via
facsimile) of Ameritech's receipt of a Service Order, Ameritech shall provide
Consolidated the firm order commitment ("FOC") date consistent with Section 9.7
by which the Loop(s) covered by such Service Order will be installed.
9.6.2 Ameritech agrees to coordinate with Consolidated at least
forty-eight hours prior to the due date a scheduled conversion date and time
(the "Scheduled Conversion Time") in the "A.M." (12:00 midnight to 12:00 noon)
or "P.M." (12:00 noon to 12:00 midnight) (as applicable, the "Conversion
Window").
9.6.3 Not less than one hour prior to the Scheduled Conversion Time,
either Party may contact the other Party and unilaterally designate a new
Scheduled Conversion Time (the "New Conversion Time"). If the New Conversion
Time is within the Conversion Window, no charges shall be assessed on or waived
by either Party. If, however, the New Conversion Time is outside of the
Conversion Window, the Party requesting such New Conversion Time shall be
subject to the following:
If Ameritech requests the New Conversion Time, the applicable Line
Connection Charge shall be waived; and
If Consolidated requests the New Conversion Time, Consolidated shall
be assessed a Line Connection Charge in addition to the Line
Connection Charge that will be incurred for the New Conversion Time.
9.6.4 Ameritech shall test for Consolidated dial-tone ("Dial Tone
Test") at the horizontal portion of the MDF (the "CFA") during a window not
greater than forty-eight (48) hours but not less than eight (8) hours prior to
the Scheduled Conversion Time (or New Scheduled Time as applicable). Ameritech
shall perform the Dial Tone Test at the CFA at no charge; provided that (i) if
---------
there is no dial tone during a Dial Tone Test, (ii) the absence of such dial
tone is caused directly or indirectly by a Delaying Event and (iii) Consolidated
requests or approves an Ameritech technician to perform any services incident
thereto, then Ameritech may charge Consolidated on a time and materials basis at
Ameritech's then current rates to perform such services.
9.6.5 Except as otherwise agreed by the Parties for a specific
conversion, the Parties agree that the time interval expected from disconnection
of "live" Telephone Exchange Service to the connection of an unbundled Network
25
Element at the Consolidated Collocation interface point will be ten (10) minutes
or less. If a conversion interval exceeds sixty (60) minutes and such delay is
caused solely by Ameritech (and not by a contributing Delaying Event), Ameritech
shall waive the applicable Line Connection Charge for such clement. If
Consolidated has ordered INP with the installation of a Loop, Ameritech will
coordinate the implementation of INP with the Loop conversion simultaneously at
no additional charge.
9.7 PROVISIONING OF UNBUNDLED LOOPS -- GENERAL.
The following procedures shall apply for both Coordinated Conversions and
for "nonlive" conversions of Telephone Exchange Services to unbundled Network
Elements ("Noncoordinated Conversions"), except that the procedures set forth in
this Section 9.7 shall not apply to (i) those Loops ordered by Consolidated that
require outside plant facility or customer premises work or (ii) eleven (11) or
more Loops ordered on a single Service Order, in which case the installation
intervals set forth in Sections 26.1.3(i)(B) and (C) shall apply:
9.7.1 From the Effective Date to the first anniversary thereof and
subject to any other limitations of this Section 9.7, Ameritech will provision
Loops to Consolidated as follows:
(a) Consolidated may designate up to fifty (50) Loops for
Noncoordinated Conversion ("Noncoordinated Loops") per
business day (in the aggregate. and not per each Central
Office) that Ameritech will provision as follows: if such
Noncoordinated Loops are properly ordered before 12:00 noon
on a given business day, such Noncoordinated Loops will be
filled by Ameritech no later than the end of the next
business day; if such Noncoordinated Loops are properly
ordered after 12:00 noon on a given business day, such
Noncoordinated Loops will be installed by Ameritech no later
than the end of the second business day after the day on
which such Noncoordinated Loops are ordered.
(b) Any Loops (whether Coordinated or Noncoordinated) ordered by
Consolidated on a given business day in excess of those
loops described in subsection 9.7.1(a) shall be provisioned
by Ameritech as follows: if such Loops are properly ordered
before 12:00 noon a given business day, such Loops will be
installed by Ameritech no later than the end of the fifth
business day after the day on which such Loops are ordered;
if such Loops are properly
26
ordered after 12:00 noon on a given business day, such Loops
will be installed by Ameritech no later than the end of the
sixth business day after the day on which such Loops are
ordered.
9.7.2 From the first anniversary of the Effective Date to the third
anniversary of the Effective Date and subject to any other limitations of this
Section 9.7, Ameritech will provision Loops to Consolidated as follows:
(a) Consolidated may designate up to fifty (50) Noncoordinated
Loops per business day (in the aggregate, and not per each
Central Office) that Ameritech will provision as follows: if
such Noncoordinated Loops are properly ordered before 12:00
noon on a given business day, such Noncoordinated Loops
will be installed by Ameritech no later than the end of
the next business day; if such Noncoordinated Loops are
properly ordered after 12:00 noon on a given business day,
such Noncoordinated Loops will be installed by Ameritech
no later than the end of the second business day after the
day on which such Noncoordinated Loops are ordered.
(b) Consolidated may designate up to fifty (50) Coordinated
Loops per business day (in the aggregate, and not per each
Central Office) that Ameritech will provision as follows:
if such Coordinated Loops are properly ordered before 12:00
noon on a given business day, such Coordinated Loops will be
installed by Ameritech no later than the end of the third
business day after the day on which such Coordinated Loops
are ordered; if such Coordinated Loops are properly ordered
after 12:00 noon on a given business day, such Coordinated
Loops will be installed by Ameritech no later than the end
of the fourth business day after the day on which such
Coordinated Loops are ordered.
(c) Consolidated may designate an additional two hundred (200)
Loops (whether Coordinated or Noncoordinated) ("Additional
Loops") per business day (in the aggregate and not per each
Central Office) in excess of the Loops described in
subsections 9.7.2(a) and (b) that Ameritech will provision
as follows: if such Additional Loops are properly ordered
before 12:00 noon on a given business day, such Additional
Loops will be installed by Ameritech no later than the end
of the fourth business day after the
27
day on which such Coordinated Loops are ordered; if such
Additional Loops are properly ordered after 12:00 noon on a
given business day, such Additional Loops will be installed
by Ameritech no later than the end of the fifth business day
after the day on which such Additional Loops are ordered.
(d) Any Loops (whether Coordinated or Noncoordinated) ordered by
Consolidated on a given business day (in the aggregate and
not per each Central Office) in excess of those Loops
described in subsections 9.7.2(a) (b) and (c) shall be
provisioned by Ameritech as follows: if such Loops are
properly ordered before 12:00 noon a given business day,
such Loops will be installed by Ameritech no later than
the end of the fifth business day after the day on the which
such Loops are ordered; if such Loops are properly ordered
after 12:00 noon on a given business day, such Loops will be
installed by Ameritech no later than the end of the sixth
business day after the day on which such Loops are ordered.
9.8 PROVISIONING OF UNBUNDLED LOOPS - OTHER.
9.8.1 If Consolidated requests or approves an Ameritech technician
to perform services in excess of or not otherwise contemplated by the Line
Connection Service, Ameritech may charge Consolidated for any additional and
reasonable labor charges to perform such services.
9.8.2 Ameritech shall provide Consolidated with electronic ordering
interfaces as described in the Unbundling Product Guide of Ameritech.
9.8.3 Ameritech shall charge Consolidated the non-recurring and
monthly recurring rates for unbundled elements (including but not limited to the
monthly recurring rates for these specific Network Elements, service
coordination fee, and cross connect charges) as specified in the Pricing
Schedule.
9.9 MAINTENANCE OF UNBUNDLED NETWORK ELEMENTS.
9.9.1 If (i) Consolidated reports to Ameritech a Customer trouble,
(ii) Consolidated requests a dispatch, (iii) Ameritech dispatches a technician,
and (iv) such trouble was not caused by Ameritech's facilities or equipment,
then Consolidated shall pay Ameritech a trip charge of $51.00 per trouble
dispatch and time charges of $21.00 per quarter-hour.
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9.2.2 If (i) Ameritech reports to Consolidated a Customer trouble,
(ii) Ameritech requests a dispatch, (iii) Consolidated dispatches a technician,
and (iv) such trouble was not caused by Consolidated's facilities or equipment,
then Ameritech shall pay Consolidated a trip charge and time charges as set form
in Consolidated's applicable tariffs.
9.10 NONDISCRIMINATORY ACCESS TO AND PROVISION OF NETWORK ELEMENTS.
9.10.1 The quality of a Network Element, as well as the quality of
the access to such Network Element, that Ameritech provides to Consolidated
hereunder shall be the same that Ameritech provides to itself, its subsidiaries,
Affiliates and any other person, unless Ameritech proves to the Commission that
it is technically infeasible to provide access to Network Elements, or a Network
Element at the same level of quality that Ameritech provide such access or
Network Element to itself.
9.10.2 Ameritech shall provide Consolidated access to Network
Elements, including the time within which Ameritech provisions such access to
Network Elements, on terms and conditions no less favorable than the terms and
conditions under which Ameritech provides such elements to itself, its
subsidiaries, Affiliates and any other person.
9.10.3 Upon the request of Consolidated and to the extent technically
feasible, Ameritech shall provide to Consolidated a Network Element and access
to such Network Element that is different in quality to that required under
Sections 9.10.1 and 9.10.2. Any request by Consolidated for Ameritech to
provide any Network Element or access thereto that is different in quality shall
be made by Consolidated in accordance with Section 9.5.5.
10.0 RESALE--SECTIONS 251(C)(4) AND 251(B)(1).
10.1 AVAILABILITY OF WHOLESALE RATES FOR RESALE.
Ameritech shall offer to Consolidated for resale at wholesale rates
Ameritech's local exchange telecommunications services, as described in Section
251(c)(4) of the Act, in accordance with the terms and conditions of and at the
rates specified in Ameritech's Resale Local Exchange Service Tariff and other
applicable tariffs.
29
10.2 AVAILABILITY OF RETAIL RATES FOR RESALE.
Each Party shall make available its Telecommunications Services for resale
at retail rates to the other Party in accordance with Section 251(b)(1) of the
Act.
11.0 NOTICE OF CHANGES--SECTION 251(C)(5).
If a Party makes a change in its network which it believes will affect the
inter-operability of its network with the other Party, the Party making the
change shall provide at least ninety (90) days advance written notice of such
change to the other Party or within such other time period as determined by the
FCC or the Commission and their respective rules and regulations.
12.0 COLLOCATION--SECTION 251(C)(6).
12.1 Ameritech shall provide to Consolidated Physical Collocation of
equipment necessary for Interconnection (pursuant to Section 4.0) or for access
to unbundled Network Elements (pursuant to Section 9.0), except that Ameritech
may provide for Virtual Collocation of such equipment if Ameritech demonstrates
to the Commission that Physical Collocation is not practical for technical
reasons or because of space limitations, as provided in Section 251(c)(6) of the
Act. Ameritech shall provide such Collocation for the purpose of
Interconnection or access to unbundled Network Elements.
12.2 If Consolidated elects an Interconnection method or network
architecture that requires Ameritech to Interconnect with Consolidated's
facilities via Collocation, Consolidated agrees to provide to Ameritech
Collocation on rates, terms and conditions agreed upon by the Parties; provided
--------
that such rates, terms and conditions are on a nondiscriminatory basis and are
no less favorable than Ameritech provides to Consolidated.
12.3 Where Consolidated is Virtually Collocated on the Effective Date in
a premises that was initially prepared for Physical Collocation, Consolidated
may elect to (i) retain its Virtual Collocation in that premises and expand that
Virtual Collocation according to current procedures and applicable tariffs, or
(ii) revert to Physical Collocation, in which case Consolidated shall coordinate
with Ameritech for rearrangement of its equipment (transmission and IDLC) and
circuits, for which Ameritech shall impose no conversion charge. All applicable
Physical Collocation recurring charges shall apply.
12.4 Where Consolidated is Virtually collocated in a premises which was
initially prepared for Virtual Collocation. Consolidated may elect to (i)
retain its
30
Virtual Collocation in that premises and expand that Virtual Collocation
according to current procedures and applicable tariffs, or (ii) unless it is not
practical for technical reasons or because of space limitations, convert its
Virtual Collocation to Physical Collocation at such premises in which case
Consolidated shall coordinate the construction and rearrangement with Ameritech
of its equipment (transmission and IDLC) and circuits for which Consolidated
shall pay Ameritech at applicable tariff rates. In addition, all applicable
Physical Collocation recurring charges shall apply.
12.5 The Collocating Party may collocate any type of equipment used for
Interconnection or access to unbundled Network Elements, including the following
types of equipment:
(a) OLTM equipment;
(b) multiplexers;
(c) Digital Cross-Connect Panels;
(d) Optical Cross-Connect Panels;
(e) Digital Loop Carrier (utilizing transmission capabilities only);
(f) Data voice equipment;
(g) Metallic twisted pair cable; and
(h) any other transmission equipment collocated as of August 1, 1996
necessary to terminate basic transmission facilities pursuant to
47 C.F.R (S)(S) 64.1401 and 64.1402; and
(i) such other items as the parties may subsequently agree.
A Collocating Party shall not be permitted to collocate switching equipment or
other equipment used to provide enhanced services or to facilitate hubbing
architecture.
12.6 For both Physical Collocation and Virtual Collocation, the
Collocating Party shall provide its own or third-party leased transport
facilities and terminate those transport facilities in equipment located in its
Physical Collocation space at the Housing Party's premises as described in
applicable tariffs or contracts and purchase Cross Connection to services or
facilities as described in applicable tariffs or contracts.
12.7 Upon written request to Ameritech, Consolidated shall be permitted to
Interconnect its network with that of another collocating Telecommunications
31
Carrier at Ameritech's Premises by connecting its collocated equipment to the
collocated equipment of the other Telecommunications Carrier via a Cross-
Connection or other connecting transmission facilities so long as (i)
Consolidated's and the other collocating Telecommunications Carrier's collocated
equipment are both used for Interconnection with Ameritech or for access to
Ameritech's Network Elements, (ii) Consolidated provides the connection between
the equipment in the collocated spaces via a Cross-Connection or other
connecting transmission facility that, at a minimum, complies in all respects
with Ameritech's technical and engineering requirements and (iii) the connecting
transmission facilities of Consolidated and the other collocating
Telecommunications Carrier are contained wholly within space provided for
Physical Collocation within Ameritech's Premises. If Consolidated Interconnects
its network with another collocating Telecommunications Carrier pursuant to this
Section 12.7, Consolidated shall, in addition to its indemnity obligations set
forth in Section 24.0, indemnify Ameritech for any Loss arising from
Consolidated's installation, use, maintenance or removal of such connection with
the other collocated Telecommunications Carrier. Any request by Consolidated to
connect its Virtually Collocated equipment to the collocated equipment of
another collocating Telecommunications Carrier shall be treated as a Bona Fide
Request.
12.8 A Collocating Party may subcontract the construction of its Physical
Collocation space with contractors approved by the Housing Party, which approval
shall not be unreasonably withheld.
SECTION 251(B) PROVISIONS
13.0 NUMBER PORTABILITY--SECTION 251(B)(2).
13.1 SCOPE
13.1.1 The Parties shall provide Number Portability on a reciprocal
basis to each other in accordance with rules and regulations as from time to
time prescribed by the FCC and/or the Commission.
13.1.2 Until Number Portability is implemented by the industry
pursuant to regulations issued by the FCC or the Commission, the Parties agree
to provide Interim Telecommunications Number Portability to each other in
accordance with Section 271(c)(2)(B)(xi) of the Act through remote call
forwarding and direct inward dialing trunks.
13.1.3 Ameritech shall provide to Consolidated its Interim Number
Portability offering until such time as the FCC or the Commission provides for
an orderly transition process to Number Portability. Upon implementation of
Number
32
Portability pursuant to FCC regulation, both Parties agree to conform and
provide such Number Portability Offering.
13.1.4 Neither Party shall be required to provide Number Portability
for non-geographic services (e.g., 500 and 900 NPAs, 976 NXX number services and
----
coin telephone numbers) under this Agreement.
13.2 PROCEDURES FOR PROVIDING INP THROUGH REMOTE CALL FORWARDING.
Consolidated and Ameritech will provide INP through remote call forwarding
as follows:
13.2.1 If a Telephone Exchange Service Customer of one Party ("Party
A") elects to become a Customer of the other Party ("Party B"), such a Customer
may elect to utilize the original telephone number(s) corresponding to the
Telephone Exchange Service(s) it previously received from Party A, in
conjunction with the Telephone Exchange Service(s) it will now receive from
Party B. Provided that Party A has on file a representation of authorization in
the form set forth on Schedule 9.4.5 and has issued an associated service order
to Party A to assign the number to Party B, Party A will implement an
arrangement whereby all calls to the original telephone number(s) will be
forwarded to a new telephone number(s) designated by Party B. Party A will
route the forwarded traffic to Party B over the appropriate Local/IntraLATA
Trunks as if the call had originated on Party A's network.
13.2.2 Party B will become the customer of record for the original
Party telephone numbers subject to the INP arrangements. Party A shall use its
reasonable efforts to consolidate into as few billing statements as possible for
all collect, calling card, and 3rd-number billed calls associated with those
numbers, with sub-account detail by retained number. At Party B's sole
discretion, such billing statement shall be delivered to Party B in an agreed-
upon format via either electronic file transfer, daily magnetic tape, or monthly
magnetic tape.
13.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B.
13.2.4 A Customer's termination of service with Party B shall be
handled by Party A in the same manner provided for commencement of service in
Section 13.2.1.
33
13.3 PROCEDURES FOR PROVIDING INP THROUGH DIRECT INWARD DIAL TRUNKS.
Upon request, Ameritech shall provide to Consolidated INP via direct inward
dial trunks pursuant to applicable tariffs. In addition, the Parties shall make
available additional methods (including the provision of SS7) of providing INP
via direct inward dial trunks, to the extent technically feasible.
13.4 RECEIPT OF TERMINATING COMPENSATION ON TRAFFIC TO INP'ED NUMBERS
The Parties agree that, under INP, terminating compensation on calls to
INP'ed numbers should be received by each Customer's chosen LEC as if each call
to the Customer had been originally addressed by the caller to a telephone
number bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In
order to accomplish this objective where INP is employed, the Parties shall
utilize the process set forth in this Section 13.4 whereby terminating
compensation on calls subject to INP will be passed from the Party (the
"Performing Party") which performs the IMP to the other Party (the "Receiving
Party") for whose Customer the INP is provided.
13.4.1 The Parties shall individually and collectively track and
quantify INP traffic between their networks based on the CPN of each call by
identifying CPNs which are INP'ed numbers. The Receiving Party shall charge the
Performing Party for each minute of INP traffic at the INP Traffic Rate
specified in Section 13.4.3 in lieu of any other compensation charges for
terminating such traffic.
13.4.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective year, based on historic data
of all traffic in the LATA, the percentages of such traffic that if dialed to
telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number) would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) intrastate FGD charges ("Intra Traffic"),
or (iii) interstate FGD charges ("Inter Traffic"). On the date which is six (6)
months after the Interconnection Activation Date, and thereafter on each
succeeding six (6) month anniversary of such Interconnection Activation Date,
the Parties shall establish new INP traffic percentages to be applied in the
prospective six (6)-month period, based on actual INP traffic percentages from
the preceding six (6)-month period. The Parties may agree to adopt a different
methodology to calculate INP traffic percentages, including identifying
components different from or in addition to those set forth in this Section
13.4.2.
13.4.3 The INP Traffic Rate shall be equal to the sum of:
34
(Recip Traffic percentage times the Reciprocal Compensation Rate set forth
in the Pricing Schedule) plus (Intra Traffic percentage times the Performing
Party's effective intrastate FGD rates) plus (Inter Traffic percentage times the
Performing Party's effective interstate FGD rates).
Interstate and intrastate FGD rates shall be calculated utilizing the effective
interstate and intrastate carrier common line (CCL) rates, residual
interconnection charge (RIC) rate elements, local switching (LS) rate elements,
one-half the local transport termination (LTT ) rate elements, and one-half the
local transport facility (LTF) rate elements (assuming a five (5)-mile LTF)
13.5 PRICING FOR INTERIM NUMBER PORTABILITY
Each Party shall comply with the methodology (including recordkeeping)
established by the FCC or the Commission with respect to such Party's recovery
in a competitively neutral manner of its costs to provide Interim Number
Portability. To the extent permitted by the FCC or the Commission, such costs
shall include a Party's costs to deliver calls between the other Party's
Customers via Number Portability.
13.6 PROVISION OF NUMBER PORTABILITY AND REFERRAL ANNOUNCEMENTS
In the event that a Consolidated Customer utilizing an Ameritech-provided
Loop selects another Local Exchange Carrier (including Ameritech), Consolidated
shall provision Number Portability and Referral Announcements related to
changing the Customer to such other Local Exchange Carrier within the same
interval that Ameritech provides Number Portability and Referral Announcements
to Consolidated under this Agreement.
14.0 DIALING PARITY--SECTION 251(B)(3).
The Parties shall provide Local Dialing Parity to each other as required
under Section 251(b)(3) of the Act, except as may be limited by Section
271(e)(2).
15.0 ACCESS TO RIGHTS-OF-WAY--SECTION 251(B)(4).
Each Party shall provide the other Party access to the poles, ducts,
rights-of-way and conduits it owns or controls on terms, conditions and prices
comparable to those offered to any other entity pursuant to each Party's
applicable tariffs and/or standard agreements and in accordance with Section 224
of the Act.
35
16.0 REFERRAL ANNOUNCEMENT.
When a Customer changes its service provider from Ameritech to
Consolidated, or from Consolidated to Ameritech, and does not retain its
original telephone number, the Party formerly providing service to such Customer
shall provide a referral announcement ("Referral Announcement") on the abandoned
telephone number which provides details on the Customer's new number. Referral
Announcements shall be provided reciprocally, free of charge to both the other
Party and the Customer, for the period specified in 170 IAC 7-1.1-11(I)(3)(a)
and (b). However, if either Party provides Referral Announcements for a period
longer than the above period when its Customers change their telephone numbers,
such Party shall provide the same level of service to Customers of the other
Party.
17.0 OPERATIONS SUPPORT SYSTEMS FUNCTIONS.
Ameritech shall provide Consolidated access to Ameritech's Operations
Support Systems functions as provided in the Act.
18.0 OTHER SERVICES.
Consolidated and Ameritech provide other services to each other as required
under the Act pursuant the following Agreements:
(a) Agreement by and between Consolidated and Ameritech for Enhanced 9-1-1
Service dated May 21, 1996;
(b) Directory Assistance Services Agreement dated May 17, 1996; and
(c) Lists and Directory Services Agreement between Ameritech Advertising
Services and Consolidated dated as of September 11, 1996.
GENERAL PROVISIONS.
19.0 GENERAL RESPONSIBILITIES OF THE PARTIES.
19.1 Each of Ameritech and Consolidated shall use its best efforts to
comply with the Implementation Schedule.
19.2 The Parties shall exchange technical descriptions and forecasts of
their Interconnection and traffic requirements in sufficient detail necessary to
establish the Interconnections required to assure traffic completion to and from
all
36
Customers in their respective designated service areas. Consolidated, for the
purpose of ubiquitous connectivity, network diversity and alternate routing,
shall connect to at least one Tandem Office Switch for the receipt/completion of
traffic to any Ameritech End Office Switches.
19.3 Thirty (30) days after the Effective Date and each month during the
term of this Agreement, each Party shall provide the other Party with a rolling,
six (6) calendar month, non-binding forecast of its traffic and volume
requirements for the services and Network Elements provided under this Agreement
in the form and in such detail as agreed by the Parties. Notwithstanding
Section 28.5.1, the Parties agree that each forecast provided under this Section
19.3 shall be deemed "Proprietary Information" under Section 28.5.
19.4 In addition to and not in lieu of the non-binding forecasts required
by Section 28.5, a Party that is required pursuant to this Agreement to provide
a forecast (the "Forecast Provider") or a Party that is entitled pursuant to
this Agreement to receive a forecast (the "Forecast Recipient") with respect to
traffic and volume requirements for the services and Network Elements provided
under this Agreement may request that the other Party enter into negotiations to
establish a forecast (a "Binding Forecast") that commits such Forecast Provider
to purchase, and such Forecast Recipient to provide, a specified volume to be
utilized as set forth in such Binding Forecast. The Forecast Provider and
Forecast Recipient shall negotiate the terms of such Binding Forecast in good
faith and shall include in such Binding Forecast provisions regarding price,
quantity, liability for failure to perform under a Binding Forecast and any
other terms desired by such Forecast Provider and Forecast Recipient.
Notwithstanding Section 28.5.1, the Parties agree that each forecast provided
under this Section 19.4 shall be deemed "Proprietary Information" under Section
28.5.
19.5 Each Party is individually responsible to provide facilities within
its network which are necessary for routing, transporting, measuring, and
billing traffic from the other Party's network and for delivering such traffic
to the other Party's network in the standard format compatible with Ameritech's
network and to terminate the traffic it receives in that standard format to the
proper address on its network. Such facility shall be designed based upon the
description and forecasts provided under Sections 19.2, 19.3 and, if applicable,
19.4. The Parties are each solely responsible for participation in and
compliance with national network plans, including The National Network Security
Plan and The Emergency Preparedness Plan.
19.6
19.6.1 Each Party may use protective network traffic management
controls such as 7-digit and 10-digit code gaps on traffic toward the other
Party's
37
network, when required to protect the public switched network from congestion
due to facility failures, switch congestion or failure or focused overload. Each
Party shall immediately notify the other Party of any protective control action
planned or executed.
19.6.2 Where the capability exists, originating or terminating
traffic reroutes may be implemented by either Party to temporarily relieve
network congestion due to facility failures or abnormal calling patterns.
Reroutes shall not be used to circumvent normal trunk servicing. Expansive
controls shall be used only when mutually agreed to by the Parties.
19.6.3 The Parties shall cooperate and share pre-planning information
regarding cross-network call-ins expected to generate large or focused temporary
increases in call volumes, to prevent or mitigate the impact of these events on
the public switched network.
19.6.4 Neither Party shall use any service related to or using any of
the services provided in this Agreement in any manner that interferes with third
parties in the use of their service, prevents third parties from using their
service, impairs the quality of service to other carriers or to either Party's
Customers; causes electrical hazards to either Party's personnel, damage to
either Party's equipment or malfunction of either Party's billing equipment
(individually and collectively, a "Network Harm"). If a Network Harm shall occur
or if a Party reasonably determines that a Network Harm is imminent, such Party
shall, where practicable, notify the other Party that temporary discontinuance
or refusal of service may be required; provided, however, wherever prior notice
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is not practicable, such Party may temporarily discontinue or refuse service
forthwith, if such action is reasonable under the circumstances. In case of such
temporary discontinuance or refusal, such Party shall:
(a) Promptly notify the other Party of such temporary discontinuance
or refusal;
(b) Afford the other Party the opportunity to correct the situation
which gave rise to such temporary discontinuance or refusal; and
(c) Inform the other Party of its right to bring a complaint to the
Commission or FCC.
If multiple parties (including a Party hereto) contribute to a Network Harm or
an imminent Network Harm, corrective measures to alleviate or prevent such
Network Harm shall be done in a nondiscriminatory manner, and shall provide the
service shall be discontinued or refused (in whole or in part) to a party
causing such Network Harm. If a Network Harm is caused by the addition of a
party to a
38
service, service shall be discontinued or refused (in whole or in part) to that
party or parties who were last added to that service.
19.7 Each Party is solely responsible for the services it provides to its
Customers and to other Telecommunications Carriers.
19.8 The Parties shall work cooperatively to minimize fraud associated
with third-number billed calls, calling card calls, and any other services
related to this Agreement. At Consolidated's request, Ameritech agrees to
execute with Consolidated an agreement similar in form and substance to that
certain Secondary Marking Casual Account Maintenance Agreement dated as of May
1, 1996 by and between Ameritech Ohio and Consolidated Communications Public
Services.
19.9 Each Party is responsible for administering NXX codes assigned to
it.
19.10 Each Party is responsible for obtaining Local Exchange Routing Guide
("LERG") listings of CLLI codes assigned to its switches.
19.11 Each Party shall use the LERG published by Bellcore or its successor
for obtaining routing information and shall provide all required information to
Bellcore for maintaining the LERG in a timely manner.
19.12 Each Party shall program and update its own Central Office Switches
and End Office Switches and network systems to recognize and route traffic to
and from the other Party's assigned NXX codes. Except as mutually agreed or as
otherwise expressly defined in this Agreement, neither Party shall impose any
fees or charges on the other Party for such activities.
19.13 At all times during the term of this Agreement, each Party shall
keep and maintain in force at Party's expense all insurance required by law,
general liability insurance and worker's compensation insurance. Upon request
from the other Party, each Party shall provide to the other Party evidence of
such insurance (which may be provided through a program of self-insurance).
19.14 In addition to the obligations each Party has in Section 24.0, each
Party shall provide in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract, tort, or otherwise that exceeds the amount such Party would
have charged the applicable Customer for the service(s) or function(s) that gave
rise to such Loss and (ii) any Consequential Damages (as defined in Section 25.3
below).
39
19.15 Each Party is responsible for obtaining transport facilities
sufficient to handle traffic between its network and the other Party's network.
Each Party may provide the facilities itself, order them through a third party,
or order them from the other Party.
19.16 Each Party is responsible for requesting Interconnection to the
other Party's Common Channel Interoffice Signaling ("CCIS") network, where SS7
signaling on the trunk group(s) is desired. Each Party shall connect to a pair
of access STPs in each LATA where traffic will be exchanged or shall arrange for
signaling connectivity through a third party provider which is connected to the
other Party's signaling network. The Parties shall establish Interconnection at
the STP, and other points, as necessary and as jointly agreed to by the Parties.
19.17 No Party shall construct facilities which require the other Party to
build unnecessary facilities.
20.0 TERM AND TERMINATION.
20.1 TERM.
The initial term of this Agreement shall be three (3) years (the "Initial
Term") which shall commence on the Effective Date. Upon expiration of the
Initial Term, this Agreement shall automatically be renewed for additional one
(1) year periods (each, a "Renewal Term") unless a Party delivers to the other
Party written notice of termination of this Agreement at least one-hundred
twenty (120) days prior to the expiration of the Initial Term or a Renewal Term.
20.2 RENEGOTIATION OF CERTAIN TERMS.
Notwithstanding the foregoing, upon delivery of written notice at least one
hundred twenty (120) days prior to the expiration of the Initial Term or any
Renewal Term, either Party may require negotiations of the rates, prices and
charges, terms, and conditions of the services to be provided under this
Agreement effective upon such expiration. If the Parties are unable to
satisfactorily renegotiate such new rates, prices, charges and terms within
ninety (90) days of such written notice, either Party may petition the
Commission or take such other action as may be necessary to establish
appropriate terms. If the Parties are unable to mutually agree on such new
rates, prices, charges and terms or the Commission does not issue its order
prior to the applicable expiration date, the Parties agree that the rates, terms
and conditions ultimately ordered by such Commission or negotiated by the
Parties shall be effective retroactive to such expiration date.
40
20.3 DEFAULT.
When a Party believes that the other Party is in violation of a material
term or condition of this Agreement ("Defaulting Party"), it shall provide
written notice to such Defaulting Party of such violation prior to commencing
the dispute resolution procedures set forth in Section 28.18.
20.4 PAYMENT UPON EXPIRATION OR TERMINATION.
In the case of the expiration or termination of this Agreement for any
reason, each of the Parties shall be entitled to payment for all services
performed and expenses accrued or incurred prior to such expiration or
termination.
21.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, OR ANY APPLICABLE
TARIFF, IF ANY, NO PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED,
WITH RESPECT TO THE SERVICES, FUNCTIONS AND PRODUCTS IT PROVIDES OR IS
CONTEMPLATED TO PROVIDE UNDER THIS AGREEMENT AND THE PARTIES DISCLAIM THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR
PURPOSE.
22.0 CANCELLATION CHARGES.
Except as provided in Sections 9.6.3 and 19.4 and pursuant to a Bona Fide
Request, or as otherwise provided in any applicable tariff or contract
referenced herein, cancellation charges shall not be imposed upon, or payable
by, either Party.
23.0 NON-SEVERABILITY
23.1 The services, arrangements, Interconnection, Network Elements, terms
and conditions of this Agreement were mutually negotiated by the Parties as a
total arrangement and are intended to be non-severable, subject only to Sections
27.0 and 28.13.
23.2 Nothing in this Agreement shall be construed as requiring or
permitting either Party to contravene any mandatory requirement of federal or
state law, or any regulations or orders adopted pursuant to such law.
41
24.0 INDEMNIFICATION.
24.1 GENERAL PROVISION.
To the extent not prohibited by law, and except as provided in Section
24.2, each Party (the "Indemnifying Party") shall defend and indemnify the other
Party, its officers, directors, employees and permitted assignees (collectively,
the "Indemnified Party") and hold such Indemnified Party harmless against
(a) any Loss to a third party arising out of the negligence or willful
misconduct by such Indemnifying Party, its agents, its Customers, contractors,
or others retained by such parties, in connection with its provision of services
under this Agreement;
(b) any Loss arising from such Indemnifying Party's use of services
offered under this Agreement, involving:
(1) Claims for libel, slander, invasion of privacy, or infringement
of Intellectual Property rights arising from the Party's own
communications or the communications of such Indemnifying Party's
Customers; or
(2) Claims for actual or alleged infringement of any Intellectual
Property right of a third party to the extent that such Loss arises
from an Indemnified Party's or an Indemnified Party's Customer's use
of a service provided under this Agreement; provided, however, that an
-------- -------
Indemnifying Party's obligation to defend and indemnify the
Indemnified Party shall not apply in the case of (i) (A) any use by an
Indemnified Party of a service (or element thereof) in combination
with elements, services or systems supplied by the Indemnified Party
or persons other than the Indemnified Party; or (B) where an
Indemnified Party or its Customer modifies or directs the Indemnifying
Party to modify such service and (ii) no infringement would have
occurred without such combined use or modification; and
(c) any and all penalties imposed as a result of the Indemnifying Party's
failure to comply with the Communications Assistance to Law Enforcement Act of
1994 ("CALEA").
24.2 CUSTOMER LOSSES.
In the case of any Loss alleged or made by a Customer of either Party, the
Party whose Customer alleged or made such Loss shall be the Indemnifying Party
under Section 24.1 and the other Party shall be the Indemnified Party.
42
24.3 INDEMNIFICATION PROCEDURES.
Whenever a claim shall arise for indemnification under this Section 24.0,
the relevant Indemnified Party, as appropriate, shall promptly notify the
Indemnifying Party and request the Indemnifying Party to defend the same.
Failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any liability that the Indemnifying Party might have, except to the
extent that such failure prejudices the Indemnifying Party's ability to defend
such claim. The Indemnifying Party shall have the right to defend against such
liability or assertion in which event the Indemnifying Party shall give, within
ninety (90) days of its receipt of a request to defend same, written notice to
the Indemnified Party of acceptance of the defense of such claim and the
identity of counsel selected by the Indemnifying Party. Until such time as
Indemnifying Party provides such written notice of acceptance of the defense of
such claim, Indemnifying Party shall defend such claim, subject to any right to
seek reimbursement for the costs of such defense in the event that it is
determined that Indemnifying Party had no obligation to indemnify the
Indemnified Party for such claim. The Indemnifying Party shall have exclusive
right to control and conduct the defense and settlement of any such claims
subject to consultation with the Indemnified Party. The Indemnifying Party
shall not be liable for any settlement by the Indemnified Party unless such
Indemnifying Party has approved such settlement in advance and agrees to be
bound by the agreement incorporating such settlement. At any time, an
Indemnified Party shall have the right to refuse a compromise or settlement and,
at such refusing Party's cost, to take over such defense; provided that in such
--------
event the Indemnifying Party shall not be responsible for, nor shall it be
obligated to indemnify the relevant Indemnified Party against, any cost or
liability in excess of such refused compromise or settlement. With respect to
any defense accepted by the Indemnifying Party, the relevant Indemnified Party
shall be entitled to participate with the Indemnifying Party in such defense if
the claim requests equitable relief or other relief that could affect the rights
of the Indemnified Party and also shall be entitled to employ separate counsel
for such defense at such Indemnified Party's expense. If the Indemnifying Party
does not accept the defense of any indemnified claim as provided above, the
relevant Indemnified Party shall have the right to employ counsel for such
defense at the expense of the Indemnifying Party. Each Party agrees to
cooperate and to cause its employees and agents to cooperate with the other
Party in the defense of any such claim and the relevant records of each Party
shall be available to the other Party with respect to any such defense, subject
to the restrictions and limitations set forth in Section 28.5.
43
25.0 LIMITATION OF LIABILITY.
25.1 LIMITED RESPONSIBILITY.
Each Party shall be responsible only for service(s) and facility(ies) which
are provided by that Party, its authorized agents, subcontractors, or others
retained by such parties, and neither Party shall bear any responsibility for
the services and facilities provided by the other Party, its agents,
subcontractors, or others retained by such parties.
25.2 LIMITATION OF DAMAGES.
Except for indemnity obligations under Section 24.0 and liquidated damages
under Section 26.0, each Party's liability to the other Party for any Loss
relating to or arising out of any negligent act or omission in its performance
of this Agreement, whether in contract, tort, or otherwise shall be limited to
the total amount that is or would have been charged to the other Party by such
negligent or breaching Party for the service(s) or function(s) not performed or
improperly performed.
25.3 CONSEQUENTIAL DAMAGES.
In no event shall either Party have any liability whatsoever to the other
Party for any indirect, special, consequential, incidental or punitive damages,
including but not limited to loss of anticipated profits or revenue or other
economic loss in connection with or arising from anything said, omitted or done
hereunder (collectively, "Consequential Damages"), even if the other Party has
been advised of the possibility of such damages; provided, that the foregoing
--------
shall not limit a Party's obligation under Section 24.1 to indemnify, defend and
hold the other Party harmless against any amounts payable to a third party,
including any losses, costs, fines, penalties, criminal or civil judgments or
settlements, expenses (including attorneys' fees) and Consequential Damages of
such third party.
26.0 LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES.
26.1 CERTAIN DEFINITIONS.
When used in this Section 26.0, the following terms shall have the meanings
indicated:
26.1.1 "Specified Performance Breach" means the failure by Ameritech
to (i) meet the Performance Criteria for any Specified Activity for a period of
three (3) consecutive calendar months or (ii) perform during a calendar month
each
44
Specified Activity set forth in Section 26.1.3 within the corresponding time
interval in at least sixty percent (60%) of the covered instances.
26.1.2 "Specified Activity" means any one (1) of the following
activities:
(i) the installation by Ameritech of unbundled Loops for
Consolidated ("Unbundled Loop Installation");
(ii) Ameritech's provision of Interim Telecommunications Number
Portability ("INP Provisioning");
(iii) the repair of out of service problems for Consolidated
("Out of Service Repairs"); or
(iv) the provision of a Referral Announcement (as provided in
Section 16.0 of this Agreement) in conjunction with the
installation of unbundled Loops for Consolidated ("Referral
Announcement").
26.1.3 "Performance Criteria" means, with respect to each calendar
month during the term of this Agreement, the performance by Ameritech during
such month of each Specified Activity shown below within the time interval shown
in at least eighty percent (80%) of the covered instances:
45
- ------------------------------------------------------------------------------------------------------------------
SPECIFIED ACTIVITY PERFORMANCE INTERVAL DATE
- ------------------------------------------------------------------------------------------------------------------
(i) Unbundled Loop Installation
---------------------------
(A) 1-10 Loops per Service Order Within the applicable time intervals set forth in
Section 9.7, without a trouble ticket generated within
twenty-four (24) hours.
- ------------------------------------------------------------------------------------------------------------------
(B) 11-20 Loops per Service Order 10 days from Ameritech's Receipt of valid Service Order,
without a trouble ticket generated within twenty-four
(24) hours.
- ------------------------------------------------------------------------------------------------------------------
(C) 21 + Loops per Service Order 15 days, or longer as requested by Consolidated.
- ------------------------------------------------------------------------------------------------------------------
(ii) INP Provisioning 5 days from Ameritech's Receipt of valid Service Order,
----------------
(A) 1-10 Numbers per Service Order without a trouble ticket generated within twenty-four
(24) hours.
- ------------------------------------------------------------------------------------------------------------------
(B) 11-20 Numbers per Service Order 10 days from Ameritech's Receipt of valid Service Order,
without a trouble ticket generated within twenty-four
(24) hours.
- ------------------------------------------------------------------------------------------------------------------
(C) 21 + Numbers per Service Order 15 days, or longer as requested by Consolidated.
- ------------------------------------------------------------------------------------------------------------------
(iii) Out-of-Service Repairs Less than 24 hours from Ameritech's Receipt of
----------------------
Notification of Out-of-Service Condition, without a
trouble ticket generated within twenty-four (24) hours.
- ------------------------------------------------------------------------------------------------------------------
(iv) Referral Announcements Referral Announcement provisioned in accordance with
----------------------
valid Service Order within one (1) day of installation
of associated Unbundled Loops, without a trouble ticket
generated within twenty-four (24) hours.
- ------------------------------------------------------------------------------------------------------------------
26.1.4 The Performance Criteria shall be calculated on a calendar-
month basis as follows:
(a) Unbundled Loop Installation and INP Provisioning
Total Number of Service Orders Completed within
applicable Performance Interval Date x 100
-----------------------------------------------
Total Number of Service Orders Received
(b) Out-of-Service Repairs
Number of Out-of-Service Repairs Restored
within Performance Interval Date x 100
------------------------------------------------
Total Number of Out-of-Service Repairs per month
46
(c) Referral Announcements
Number of Referral Announcements Completed
within Performance Interval Date x 100
------------------------------------------
Total Number of Referral Announcements Orders Received
26.2 SPECIFIED PERFORMANCE BREACH.
In recognition of the (1) loss of Customer opportunities, revenues and
goodwill which Consolidated might sustain in the event of a Specified
Performance Breach; (2) the uncertainty, in the event of such a Specified
Performance Breach, of Consolidated having available to it customer
opportunities similar to those opportunities currently available to
Consolidated; and (3) the difficulty of accurately ascertaining the amount of
damages Consolidated would sustain in the event of such a Specified Performance
Breach, Ameritech agrees to pay Consolidated, subject to Section 26.4, damages
as set forth in Section 26.3 in the event of the occurrence of a Specified
Performance Breach.
26.3 LIQUIDATED DAMAGES.
The damages payable by Ameritech to Consolidated as a result of a Specified
Performance Breach shall be (i) $75,000 for each Specified Performance Breach
related to a Specified Activity in Section 26.1.2(i), (ii) or (iii); and (ii)
$10,000 for a Specified Performance Breach related to the Specified Activity in
Section 26.1.2(iv) (collectively, the "Liquidated Damages"). Consolidated and
Ameritech agree and acknowledge that (a) the Liquidated Damages are not a
penalty and have been determined based upon the facts and circumstances of
Consolidated and Ameritech at the time of the negotiation and entering into of
this Agreement, with due regard given to the performance expectations of each
Party; (b) the Liquidated Damages constitute a reasonable approximation of the
damages Consolidated would sustain if its damages were readily ascertainable;
and (c) Consolidated shall not be required to provide any proof of the
Liquidated Damages.
26.4 LIMITATIONS.
In no event shall Ameritech be liable to pay the Liquidated Damages if
Ameritech's failure to meet or exceed any of the Performance Criteria is caused,
directly or indirectly, by a Delaying Event. If a Delaying Event (i) prevents
Ameritech from performing a Specified Activity, then such Specified Activity
shall be excluded from the calculation of Ameritech's compliance with the
Performance Criteria, or (ii) only suspends Ameritech's ability to timely
perform the Specified Activity, the applicable time frame in which Ameritech's
compliance with the
47
Performance Criteria is measured shall be extended on an hour-for-hour or day-
for-day basis, as applicable, equal to the duration of the Delaying Event.
26.5 SOLE REMEDY.
The Liquidated Damages shall be the sole and exclusive remedy of
Consolidated under this Agreement for money damages for Ameritech's breach of
the Performance Criteria and a Specified Performance Breach as described in this
Section 26.0. Nothing in this Section 26, however, prohibits either Party from
seeking or obtaining injunctive relief.
26.6 RECORDS.
Ameritech shall maintain complete and accurate records, on a monthly basis,
of its performance under this Agreement of each Specified Activity and its
compliance with the Performance Criteria. Ameritech shall provide to
Consolidated such records in a self-reporting format on a monthly basis.
Notwithstanding Section 28.5.1, the Parties agree that such records shall be
deemed "Proprietary Information" under Section 28.5.
27.0 REGULATORY APPROVAL
27.1 COMMISSION APPROVAL.
The Parties understand and agree that this Agreement will be filed with the
Commission and may thereafter be filed with the FCC. The Parties covenant and
agree that this Agreement is satisfactory to them as an agreement under Section
251 of the Act. Each Party covenants and agrees to fully support approval of
this Agreement by the Commission or the FCC under Section 252 of the Act without
modification. If the Commission or the FCC rejects any portion of this
Agreement, the Parties agree to meet and negotiate in good faith to arrive at a
mutually acceptable modification of the rejected portion; provided that such
--------
rejected portion shall not affect the validity of the remainder of this
Agreement. The Parties acknowledge that nothing in this Agreement shall limit a
Party's ability, independent of such Party's agreement to support and
participate in the approval of this Agreement, to assert public policy issues
relating to the Act, including but not limited to, filing comments, filing
petitions for reconsideration, or pursuing appellate rights following regulatory
decisions.
48
27.2 AMENDMENT OR OTHER CHANGES TO THE ACT; RESERVATION OF RIGHTS.
The Parties acknowledge that the respective rights and obligations of each
Party as set forth in this Agreement are based on the text of the Act and the
rules and regulations promulgated thereunder by the FCC and the Commission as of
the Effective Date. In the event of any amendment of the Communications Act of
1934, as amended by the Telecommunications Act of 1996, or any final and
nonappealable legislative, regulatory, judicial order, rule or regulation or
other legal action that revises or reverses the Act, the FCC's First Report and
Order in CC Docket Nos. 96-98 and 95-185 or any applicable Commission order or
arbitration award purporting to apply the provisions of the Act (``Amendment to
the Act"), either Party may, by providing written notice to the other Party,
require that this Agreement be amended to reflect the pricing, terms and
conditions of each such Amendment to the Act, relating to any of the provisions
in this Agreement including any or all of the provisions listed in Section 28.13
of this Agreement. If any such amendment to this Agreement affects any rates or
charges of the services provided hereunder, such amendment shall be
retroactively effective as of the Effective Date and each Party reserves its
rights and remedies with respect to the collection of such rates or charges;
including the right to seek a surcharge before the applicable regulatory
authority.
27.3 REGULATORY CHANGES.
If any final and nonappealable legislative, regulatory, judicial or other
legal action (other than an Amendment to the Act, which is provided for in
Section 27.2) materially affects the ability of a Party to perform any material
obligation under this Agreement, a Party may, on thirty (30) days' written
notice (delivered not later than thirty (30) days following the date on which
such action has become legally binding and has otherwise become final and
nonappealable) to the other Party require that the affected provision(s) be
renegotiated, and the Parties shall renegotiate in good faith such mutually
acceptable new provision(s) as may be required; provided that such affected
-------- ----
provisions shall not affect the validity of the remainder of this Agreement.
28.0 MISCELLANEOUS.
28.1 AUTHORIZATION.
28.1.1 Ameritech Services, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Ameritech Information Industry Services, a division of Ameritech Services, Inc.
has
49
full power and authority to execute and deliver this Agreement and to perform
the obligations hereunder on behalf of Ameritech Indiana.
28.1.2 Consolidated is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois and has full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder.
28.2 COMPLIANCE.
Each Party shall comply with all applicable federal, state, and local laws,
rules, and regulations applicable to its performance under this Agreement.
28.3 INDEPENDENT CONTRACTOR.
Each Party shall perform services hereunder as an independent contractor
and nothing herein shall be construed as creating any other relationship between
the Parties. Each Party and each Party's contractor shall be solely responsible
for the withholding or payment of all applicable federal, state and local income
taxes, social security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers' compensation acts. Each Party has
sole authority and responsibility to hire, fire and otherwise control its
employees.
28.4 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 (individually or
collectively, a "Force Majeure Event").
28.5 CONFIDENTIALITY.
28.5.1 Any information such as specifications, drawings, sketches,
business information, forecasts, models, samples, data, computer programs and
other software and documentation of one Party (a "Disclosing Party") that is
furnished or made available or otherwise disclosed to the other Party or any of
such other Party's employees, contractors, agents or Affiliates (its
"Representatives" and
50
with a Party, a "Receiving Party") pursuant to this Agreement ("Proprietary
Information") shall be deemed the property of the Disclosing Party. Proprietary
Information, if written, shall be marked "Confidential" or "Proprietary" or by
other similar notice, and, if oral or visual, shall be confirmed in writing as
confidential by the Disclosing Party to the Receiving Party within ten (10) days
after disclosure. Unless Proprietary Information was previously known by the
Receiving Party free of any obligation to keep it confidential, or has been or
is subsequently made public by an act not attributable to the Receiving Party,
or is explicitly agreed in writing not to the regarded as confidential, it (a)
shall be held in confidence by each Receiving Party; (b) shall be disclosed to
only those Representatives who have a need for it in connection with the
provision of services required to fulfill this Agreement and shall be used only
for such purposes; and (c) may be used for other purposes only upon such terms
and conditions as may be mutually agreed to in advance of use in writing by the
Parties. Notwithstanding the foregoing sentence, a Receiving Party shall be
entitled to disclose or provide Proprietary Information as required by any
governmental authority or applicable law only in accordance with Section 28.5.2.
28.5.2 If any Receiving Party is required by any governmental
authority or by applicable law to disclose any Proprietary Information, then
such Receiving Party shall provide the Disclosing Party with written notice of
such requirement as soon as possible and prior to such disclosure. The
Disclosing Party may then either seek appropriate protective relief from all or
part of such requirement or, if it fails to successfully do so, it shall be
deemed to have waived the Receiving Party's compliance with this Section 28.5
with respect to all or part of such requirement. The Receiving Party shall use
all commercially reasonable efforts to cooperate with the Disclosing Party in
attempting to obtain any protective relief which such Disclosing Party chooses
to obtain.
28.5.3 In the event of the expiration or termination of this
Agreement for any reason whatsoever, each Party shall return to the other Party
or destroy all Proprietary Information and other documents, work papers and
other material (including all copies thereof) obtained from the other Party in
connection with this Agreement and shall use all reasonable efforts, including
instructing its employees and others who have had access to such information, to
keep confidential and not to use any such information, unless such information
is now, or is hereafter disclosed, through no act, omission or fault of such
Party, in any manner making it available to the general public.
28.6 GOVERNING LAW.
For all claims under this Agreement that are based upon issues within the
jurisdiction (primary or otherwise) of the FCC, the exclusive jurisdiction and
remedy for all such claims shall be as provided for by the FCC and the Act. For
all
51
claims under this Agreement that are based upon issues within the jurisdiction
(primary or otherwise) of the Commission, the exclusive jurisdiction for all
such claims shall be with such Commission, and the exclusive remedy for such
claims shall be as provided for by such Commission. In all other respects, this
Agreement shall be governed by the domestic laws of the State of Indiana without
reference to conflict of law provisions.
28.7 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. Failure to timely provide
said resale tax exemption certificate will result in no exemption being
available to the purchasing Party.
28.8 NON-ASSIGNMENT.
Neither Party may assign or transfer (whether by operation of law or
otherwise) this Agreement (or any rights or obligations hereunder) to a third
party without the prior written consent of the other Party; provided that each
--------
Party may assign this Agreement to a corporate Affiliate or an entity under its
common control or an entity acquiring all or substantially all of its assets or
equity by providing prior written notice to the other Party of such assignment
or transfer. Any attempted assignment or transfer that is not permitted is void
ab initio. Without limiting the generality of the foregoing, this Agreement
- -- ------
shall be binding upon and shall inure to the benefit of the Parties' respective
successors and assigns.
28.9 NON-WAIVER.
Failure of either Party to insist on performance of any term or condition
of this Agreement or to exercise any right or privilege hereunder shall not be
construed as a continuing or future waiver of such term, condition, right or
privilege.
52
28.10 DISPUTED AMOUNTS.
28.10.1 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within one hundred and
twenty (120) days of its receipt of the invoice containing such disputed amount
give notice to the Billing Party of the amounts it disputes ("Disputed Amounts")
and include in such notice the specific details and reasons for disputing each
item. The Non-Paying Party shall pay when due all undisputed amounts to the
Billing Party.
28.10.2 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within sixty (60) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative who has authority to
settle the dispute and who is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the
discretion of the designated representatives, however all reasonable requests
for relevant information made by one Party to the other Party shall be honored.
28.10.3 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to Section 28.10.2, then (i) either Party
may file a complaint with the Commission to resolve such issues or proceed with
any other remedy pursuant to law or equity and (ii) each Party shall promptly
pay all Disputed Amounts in an interest bearing escrow account with a third
party escrow agent mutually agreed upon by the Parties. The Commission or the
FCC may direct release of any or all funds (including any accrued interest) in
the escrow account, plus applicable late fees, to be paid to either Party.
28.10.4 The Parties agree that all negotiations pursuant to this
Section 28.10 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
28.10.5 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of (i) one and one-
half percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under applicable law. Any Disputed Amount which is later determined to
be properly billed shall accrue interest from the date such amounts were due at
the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the
highest rate of interest that may be charged under applicable law.
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28.10.6 Notwithstanding anything to the foregoing in this
Agreement, neither Party shall bill the other Party for any charges that should
have been billed to the other Party but were not billed ("Unbilled Charges")
that were incurred more than one hundred and twenty (120) days prior to the date
that the billing Party transmits a bill for such Unbilled Charges.
28.11 NOTICES.
Notices given by one Party to the other Party under this Agreement shall be
in writing and shall be (a) delivered personally, (b) delivered by express
delivery service, (c) mailed, certified mail or first class U.S mail postage
prepaid, return receipt requested or (d) delivered by telecopy to the following
addresses of the Parties:
To Consolidated:
Consolidated Communications Telecom Services Inc.
121 South 17th Street
Matoon, Illinois 61938
Attn: Vice President Marketing Expansion
Facsimile: (217) 235-5600
with a copy to:
Consolidated Communications Telecom Services Inc.
121 South 17th Street
Matoon, Illinois 61938
Attn: General Counsel
Facsimile: (217) 235-4430
To Ameritech:
Ameritech Information Industry Services
350 North Orleans, Floor 3
Chicago, Illinois 60654
Attn: Vice President - Network Providers
Facsimile: (312) 335-2927
with a copy to:
Ameritech Information Industry Services
350 North Orleans, Floor 3
Chicago, Illinois 60654
Attn.: Vice President and General Counsel
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Facsimile: (312) 595-1504
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (iii) three (3) days after mailing in the case of first class
or certified U.S. mail or (iv) on the date set forth on the confirmation in the
case of telecopy.
28.12 PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS.
Neither Party nor its subcontractors or agents shall use the other Party's
trademarks, service marks, logos or other proprietary trade dress in any
advertising, press releases, publicity matters or other promotional materials
without such Party's prior written consent.
28.13 SECTION 252(I) OBLIGATIONS.
If either Party enters into an agreement (the "Other Agreement") approved
by the Commission pursuant to Section 252 of the Act which provides for the
provision of any Interconnection, service or Network Element arrangement covered
in this Agreement within the State of Indiana to another requesting
Telecommunications Carrier, including itself or its Affiliate, such Party shall
make available to the other Party such arrangements upon the same rates, terms
and conditions as those provided in the Other Agreement. At its sole option,
upon written notice, a requesting Party may avail itself of either (i) the Other
Agreement in its entirety or (ii) the prices, terms and conditions of the Other
Agreement that directly relate to any of the following individual provisions as
a whole:
(1) Interconnection - Section 251(c)(2) of the Act (Sections 4.0
and 5.0 of this Agreement); or
(2) Exchange Access - Section 251(c)(2) of the Act (Section 6.0 of
this Agreement); or
(3) Unbundled Access - Section 251(c)(3) of the Act - Loops
(Sections 9.0 of this Agreement); or
(4) Unbundled Access - Section 251(c)(3) of the Act - Ports
(Section 9.0 of this Agreement); or
(5) Resale - Section 251(c)(4) of the Act (Section 10.0 of this
Agreement); or
(6) Collocation - Section 251(c)(6) of the Act (Section 12.0 of
this Agreement); or
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(7) Number Portability - Section 251(b)(2) of the Act (Section 13.0
of this Agreement); or
(8) Access to Rights-of-Way - Section 251(b)(4) of the Act (Section
15.0 of this Agreement).
Upon a requesting Party's election to adopt the provisions of the Other
Agreement, the Parties shall amend this Agreement to reflect such terms with
thirty (30) days after the other Party's receipt of notice specifying such
election; provided that such terms and conditions of the Other Agreement that
--------
are elected by a requesting Party shall be effective as of the date on which
such other Party received written notification of such election.
Notwithstanding the foregoing, (i) a requesting Party may not avail itself of
any of the arrangements in the Other Agreements if the other Party demonstrates
to the Commission that such other Party would incur greater cost to provide such
arrangement to the requesting Party than such other Party incurred to provide
such arrangement to the Telecommunications Carrier that is party to the Other
Agreement, and (ii) Ameritech shall have no right to avail itself of any
provision of an Other Agreement that Consolidated is party to with respect to
(i) Unbundled Access - Section 251(c)(3) of the Act - Loops (Section 9.0) of
this Agreement or (ii) Unbundled Access - Section 251(c)(3) of the Act - Ports
(Section 9.0) of this Agreement.
28.14 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.
28.15 NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY.
This Agreement is for the sole benefit of the Parties and their permitted
assigns, and nothing herein express or implied shall create or be construed to
create any third-party beneficiary rights hereunder. Except for provisions
herein expressly authorizing a Party to act for another, nothing in this
Agreement shall constitute a Party as a legal representative or agent of the
other Party, nor shall a Party have the right or authority to assume, create or
incur any liability or any obligation of any kind, express or implied, against
or in the name or on behalf of the other Party unless otherwise expressly
permitted by such other Party. Except as otherwise expressly provided in this
Agreement, no Party undertakes to perform any obligation of the other Party,
whether regulatory or contractual, or to assume any responsibility for the
management of the other Party's business.
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28.16 NO LICENSE.
No license under patents, copyrights or any other intellectual property
right (other than the limited license to use consistent with the terms,
conditions and restrictions of this Agreement) is granted by either party or
shall be implied or arise by estoppel with respect to any transactions
contemplated under this Agreement.
28.17 TECHNOLOGY UPGRADES.
Nothing in this Agreement shall limit Ameritech's ability to upgrade its
network through the incorporation of new equipment, new software or otherwise.
Ameritech shall provide Consolidated written notice at least ninety (90) days
prior to the incorporation of any such upgrades in Ameritech's network which
will materially impact Consolidated's service or within such other time period
as determined by the FCC or the Commission and their respective rules and
regulations. Consolidated shall be solely responsible for the cost and effort
of accommodating such changes in its own network.
28.18 DISPUTE ESCALATION AND RESOLUTION.
Except as otherwise provided herein, any dispute, controversy or claim
(individually and collectively, a "Dispute") arising under this Agreement shall
be resolved in accordance with the procedures set forth in this Section 28.18.
In the event of a Dispute between the Parties relating to this Agreement and
upon the written request of either Party, each of the Parties shall appoint a
designated representative who has authority to settle the Dispute and who is at
a higher level of management than the persons with direct responsibility for
administration of this Agreement. The designated representatives shall meet as
often as they reasonably deem necessary in order to discuss the Dispute and
negotiate in good faith in an effort to resolve such Dispute. The specific
format for such discussions will be left to the discretion of the designated
representatives, however, all reasonable requests for relevant information made
by one Party to the other Party shall be honored. If the parties are unable to
resolve issues related to a Dispute within thirty (30) days after the Parties'
appointment of designated representatives as set forth above, a Party may (i)
bring an action in an appropriate Federal district court, (ii) file a complaint
with the FCC pursuant to Sections 207 or 208 of the Act, (iii) seek a
declaratory ruling from the FCC, (iv) file a complaint in accordance with the
rules, guidelines and regulations of the Commission or (v) seek other relief
under applicable law.
28.19 SURVIVAL.
The Parties' obligations under this Agreement which by their nature are
intended to continue beyond the termination or expiration of this Agreement
shall
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survive the termination or expiration of this Agreement, including without
limitation, Sections 19.4, 19.14, 20.4, 21.0, 22.0, 24.0, 25.0, 28.5, 28.7,
28.10, 28.12, 28.16 and 28.18.
28.20 SCOPE OF AGREEMENT.
This Agreement is intended to describe and enable specific Interconnection
and access to unbundled Network Elements and compensation arrangements between
the Parties. This Agreement does not obligate either Party to provide
arrangements not specifically provided herein.
28.21 ENTIRE AGREEMENT.
The terms contained in this Agreement and any Schedules, Exhibits, tariffs
and other documents or instruments referred to herein, which are incorporated
into this Agreement by this reference, constitute the entire agreement between
the Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written. Neither
Party shall be bound by any preprinted terms additional to or different from
those in this Agreement that may appear subsequently in the other Party's form
documents, purchase orders, quotations, acknowledgments, invoices or other
communications. This Agreement may only be modified by a writing signed by an
officer of each Party.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 17th day of July 1997.
CONSOLIDATED COMMUNICATIONS AMERITECH INFORMATION
TELECOM SERVICES INC. INDUSTRY SERVICES, A DIVISION
OF AMERITECH SERVICES, INC.,
ON BEHALF OF AMERITECH
INDIANA
By: /s/ D.L. Erickson By: /s/ Theodore A. Edwards
---------------------------------- -------------------------------
Printed: D.L. Erickson Printed: Theodore A. Edwards
----------------------------- --------------------------
Title: President and General Manager Title: Vice President
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