Exhibit 10.45


INTERCONNECTION AGREEMENT 

Dated as of November 1, 2000


by and between


VERIZON RHODE ISLAND 


F/k/a BELL ATLANTIC - RHODE ISLAND 


and 


Level 3 Communications, LLC





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Page

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 1.0 DEFINITIONS

 	
  

 	
 2

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 2.0 INTERPRETATION AND CONSTRUCTION

 	
  

 	
 10

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 3.0 SCOPE

 	
  

 	
 11

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 4.0 NOT ADOPTED

 	
  

 	
 11

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 5.0 NOT ADOPTED

 	
  

 	
 12

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 6.0 NOT ADOPTED

 	
  

 	
 13

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 7.0 NOT ADOPTED

 	
  

 	
 14

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 8.0 NUMBER RESOURCES, RATE
 CENTERS AND RATING POINTS

 	
  

 	
 15

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 9.0 NETWORK MAINTENANCE AND
 MANAGEMENT; OUTAGES

 	
  

 	
 16

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      9.1
 COOPERATION

 	
  

 	
 16

 	
  

 
	
      92
 RESPONSIBILITY FOR FOLLOWING STANDARDS

 	
  

 	
 16

 	
  

 
	
      9.3
 REPEATED OR WILLFUL INTERFERENCE OR IMPAIRMENT

 	
  

 	
 16

 	
  

 
	
      9.4
 OUTAGE REPAIR STANDARD

 	
  

 	
 17

 	
  

 
	
      9.5
 NOTICE OF CHANGES — SECTION 25I (c) (5)

 	
  

 	
 17

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 10.0 NOT ADOPTED

 	
  

 	
 17

 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
 11.0
 UNBUNDLED ACCESS

 	
  

 	
 18

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      11.1 BA’s PROVISION OF NETWORK ELEMENTS

 	
  

 	
 18

 	
  

 
	
      11.2 LOOP TRANSMISSION TYPES

 	
  

 	
 18

 	
  

 
	
      11.3 NETWORK INTERFACE DEVICE

 	
  

 	
 23

 	
  

 
	
      11.4 UNBUNDLED SWITCHING ELEMENTS

 	
  

 	
 24

 	
  

 
	
      11.5 INTEROFFICE TRANSMISSION FACILITIES

 	
  

 	
 24

 	
  

 
	
      11.6 OPERATIONS SUPPORT SYSTEMS

 	
  

 	
 24

 	
  

 
	
      11.7 LIMITATIONS ON UNBUNDLED ACCESS

 	
  

 	
 25

 	
  

 
	
      11.8 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN
 UNBUNDLED BASIS

 	
  

 	
 26

 	
  

 
	
      11.9 PROVISIONING OF LOOPS

 	
  

 	
 27

 	
  

 
	
      11.10 MAINTENANCE OF LOOPS

 	
  

 	
 28

 	
  

 
	
      11.11 COMBINATIONS OF NETWORK ELEMENTS

 	
  

 	
 29

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 12.0
 RESALE - SECTIONS 251(C)(4) AND 251(B)(1)

 	
  

 	
 29

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      12.1 AVAILABILITY OF RETAIL RATES FOR RESALE

 	
  

 	
 29

 	
  

 
	
      122 AVAILABILITY OF WHOLESALE RATES FOR RESALE

 	
  

 	
 29

 	
  

 
	
      12.3 AVAILABILITY OF SUPPORT SERVICES AND
 BRANDING FOR RESALE

 	
  

 	
 29

 	
  

 
	
      12.4 ADDITIONAL TERMS GOVERNING RESALE AND USE OF
 BA SERVICES

 	
  

 	
 30

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 13.0
 COLLOCATION - SECTION 251(C)(6)

 	
  

 	
 30

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 14.0
 NUMBER PORTABILITY - SECTION 251(B)(2)

 	
  

 	
 33

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      14.1 SCOPE

 	
  

 	
 33

 	
  

 
	
      14.2 PROCEDURES FOR PROVIDING LNP (“LONG-TERM NUMBER PORTABILITY”)

 	
  

 	
 33

 	
  

 
	
      14.3 PROCEDURES FOR PROVIDING NP THROUGH FULL NXX CODE MIGRATION

 	
  

 	
 34

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 15.0
 DIALING PARITY - SECTION 251(B)(3)

 	
  

 	
 35

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 16.0
 ACCESS TO RIGHTS-OF-WAY - SECTION 251(B)(4)

 	
  

 	
 35

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 17.0 NOT
 ADOPTED

 	
  

 	
 35

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 18.0
 COORDINATED SERVICE ARRANGEMENTS

 	
  

 	
 36

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      18.1 INTERCEPT AND REFERRAL ANNOUNCEMENTS

 	
  

 	
 36

 	
  

 
	
      18.2 COORDINATED REPAIR CALLS

 	
  

 	
 36

 	
  

 
	
      18.3 CUSTOMER AUTHORIZATION

 	
  

 	
 36

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 19.0 NOT ADOPTED

 	
  

 	
 37

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 20.0 RATES
 AND CHARGES; ASSURANCE OF PAYMENT

 	
  

 	
 38

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 21.0
 INSURANCE

 	
  

 	
 39

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 22.0 TERM
 AND TERMINATION

 	
  

 	
 40

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 23.0
 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

 	
  

 	
 42

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 24.0
 INDEMNIFICATION

 	
  

 	
 42

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 25.0
 LIMITATION OF LIABILITY

 	
  

 	
 43

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 26.0
 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES

 	
  

 	
 44

 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
 26.0 PERFORMANCE STANDARDS
 FOR SPECIFIED ACTIVITIES

 	
  

 	
 44

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 27.0 COMPLIANCE WITH LAWS;
 REGULATORY APPROVAL

 	
  

 	
 45

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 28.0 MISCELLANEOUS

 	
  

 	
 45

 	
  

 









LIST OF SCHEDULES AND EXHIBITS


	
  

 	
  

 
	
 Schedules

 	
  

 
	
  

 	
  

 
	
 Schedule 4.0

 	
 Network
 Interconnection Schedule

 
	
 Schedule 4.2

 	
 Interconnection
 Points for Different Types of Traffic

 
	
 Schedule 5.6

 	
 Applicable
 Factors

 
	
 Schedule 6.3

 	
 Rate
 Elements Under Meet Point Billing

 
	
 Schedule
 11.3

 	
 Access to
 Network Interface Device

 
	
 Schedule
 11.4

 	
 Unbundled
 Switching Elements

 
	
 Schedule
 12.3

 	
 Support
 Services for Resale

 
	
  

 	
  

 
	
 Exhibits

 	
  

 
	
  

 	
  

 
	
      Exhibit
 A

 	
 Detailed
 Schedule of Itemized Charges

 
	
      Exhibit
 B

 	
 Network
 Element Bona Fide Request

 










INTERCONNECTION AGREEMENT


          This
Interconnection Agreement (“Agreement”) is effective as of the l day of
November, 2000 (the “Effective Date”), by and between Verizon Rhode Island
f/k/a Bell Atlantic — Rhode Island, (“BA”), a New York corporation, and Level
3 Communications, LLC (“Level 3”), a Delaware limited liability company with
offices at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 (each of BA and
Level 3 being, individually, a “Party” and, collectively, the “Parties”). 


          WHEREAS
the Parties want to interconnect their networks at mutually agreed upon Points
of Interconnection to provide Telephone Exchange Services, Switched Exchange
Access Services and other Telecommunications Services (all as defined below) to
their respective Customers; 


          WHEREAS
Sections 251 and 252 of the Communications Act of 1934 as amended by the
Telecommunications Act of 1996 (the “Act”) have specific requirements for
Interconnection, unbundled Network Elements and resale service, and the Parties
intend that this Agreement meet these requirements; 


          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; and 


          WHEREAS
the Parties substantially completed negotiation of this Agreement (including,
without limitation, the network architecture and provisions herein) prior to
June 30, 2000. 


          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, Level 3 and BA hereby agree as follows: 


1





1.0
DEFINITIONS 


          As
used in this Agreement, the following terms shall have the meanings specified
below in this Section 1. All capitalized terms used but not defined herein
shall have the meanings set forth in the Act. 


          1.1
“Act” means the Communications Act of 1934 (47 U.S.C. § 151 et. seq.), as from time to time
amended (including, without limitation by the Telecommunications Act of 1996)
and interpreted in the duly authorized rules and regulations of the FCC or the
Commission. 


          1.2
“ADSL” or “Asymmetrical Digital Subscriber Line” means a transmission
technology which transmits an asymmetrical digital signal of up to 6 Mbps to
the Customer and up to 640 kbps from the Customer. 


          1.3
“Agreement” means this Interconnection Agreement, including all Exhibits,
Schedules, addenda and attachments referenced herein and/or appended hereto. 


          1.4
“Ancillary Traffic” means all traffic that is destined for ancillary services,
or that may have special billing requirements, including but not limited to the
following: BLV/BLVI, Directory Assistance, 911/E911, Operator Services
(IntraLATA call completion), IntraLATA third party, collect and
calling card, 800/888 database query, LIDB and information services requiring
special billing as described in Section 7.1. 


          1.5
“ANI” or “Automatic Number Identification” means a signaling parameter which
refers to the number transmitted through a network identifying the billing
number of the calling party-


          1.6
“Applicable Law” means all laws, regulations and orders applicable to each
Party’s performance of its obligations hereunder. 


          1.7
“BFR” or “Bona Fide Request” means the process described in Exhibit B that
prescribes the terms and conditions relating to Level 3’s request that BA provide
an unbundled Network Element that it does not currently provide under the terms
of this Agreement. 


          1.8
“Busy Line Verification” or “BLV” means an operator request for a status check
on the line of a called party. The request is made by one Party’s operator to an
operator of the other Party. The verification of the status check is
provided to the requesting operator. 


          1.9
“Busy Line Verification and Interrupt” or “BLVI” means a service that may be
requested and provided when BLV has determined that a line is busy due to an
ongoing call. BLVI is an operator interruption of that ongoing call to inform
the called party that a calling party is seeking to complete his or her call to
the called party. 


          1.10
“CCS” or “Common Channel Signaling” means a method of transmitting call set-up
and network control data over a digital signaling network separate from the
public switched 


2





telephone
network facilities that carry the actual voice or data content of the call.
“557” means the common channel out of band signaling protocol developed by the
Consultative Committee for International Telephone and Telegraph (“CCITT”) and
the American National Standards Institute (“ANSI”). BA and Level 3 currently
utilize this out-of-band signaling protocol. “CCSAC” or “CCSAS” means the
Common Channel Signaling access connection or access service, respectively,
which connects one Party’s signaling point of Interconnection (“SPOI”) to the
other Party’s Signaling Transfer Point for the exchange of S57 messages. 


          1.11
“Central Office” means a local switching system for connecting lines to lines,
lines to trunks, or trunks to trunks for the purpose of originating/terminating
calls over the public switched telephone network. A single Central Office may
handle several Central Office codes (“NXXs”). Sometimes this term is used to
refer to a telephone company building in which switching systems and telephone
equipment are installed. 


          1.12
“Central Office Switch” means a switch used to provide Telecommunications
Services, including, but
not limited to an
End Office Switch or a Tandem Switch. A Central Office Switch may also be
employed as a combination End Office/Tandem Office Switch. 


          1.13
“CLASS Features” means certain CCS-based features available to Customers
including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification; and future CCS-based offerings. 


          1.14
“Collocation” means an arrangement in which the equipment of one Party (the
“Collocating Party”) is installed and maintained at the premises of the second
Party (the “Housing Party”) for the purpose of Interconnection with or access
to the unbundled Network Elements of the Housing Party; provided, however, that
Level 3 shall not be required to provide Collocation to BA for the purpose of
access to unbundled Network Elements, unless so required under Applicable Law. 


          1.15
“Commission” means the means the Rhode Island Public Utilities Commission. 


          1.16
“Compensable Internet Traffic” language NOT ADOPTED 


          1.17
“CLEC” or “Competitive Local Exchange Carrier” means any Local Exchange Carrier
other than BA that is operating as such in BA’s certificated territory in Rhode
Island 


          1.18
“CPN” or “Calling Party Number” is a Common Channel Signaling (“CCS”) parameter
which identifies the calling party’s telephone number. 


          1.19
“Cross Connection” means a jumper cable or similar connection provided in
connection with a Collocation arrangement at the digital signal cross connect,
Main Distribution 


3





Frame or other
suitable frame or panel between (i) the Collocating Party’s equipment and (ii)
the equipment or facilities of the Housing Party (see definition of
“Collocation”). 


          1.20
“Customer” means a third party residence or business end user subscriber to
Telephone Exchange Services provided by either of the Parties. 


          1.21
“Digital Signal Level” means one of several transmission rates in the
time-division multiplex hierarchy. 


          1.22
“Digital Signal Level 0” or “DSO” means the 64 Kbps zero-level signal in the
time-division multiplex hierarchy. 


          1.23
“Digital Signal Level 1” or “DS1” means the 1.544 Mbps first-level signal in
the time-division multiplex hierarchy. 


          1.24
“Digital Signal Level 3” or “DS3” means the 44.736 Mbps third-level signal in
the time-division multiplex hierarchy. 


          1.25
“End Office Switch” or “End Office” is a switching entity that is used to
terminate Customer station Loops for the purpose of interconnection to each
other and to trunks. 


          1.26
“Entrance Facility” means the facility between a Party’s designated premises
and the Central Office serving that designated premises. 


          1.27
“Exchange Message Interface” or “EMI” means the standard used for exchange of
Telecommunications message information among Telecommunications Carriers for
billable, non-billable, sample, settlement and study data. EMI format is
contained in document SR-320 published by the Alliance for Telecom Industry
Solutions. 


          1.28
“FCC” means the Federal Communications Commission. 


          1.29
“FCC Regulations” means the regulations duly and lawfully promulgated by the
FCC, as in effect from time to time. 


          1.30
“HDSL” or “High-Bit Rate Digital Subscriber Line” means a transmission
technology which transmits up to a DS 1 — 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 (“3B0”). 


          1.31
“Independent Telephone Company” or “ITC” means any entity other than BA which,
with respect to its operations within Rhode Island, is an Incumbent Local
Exchange Carrier. 


          1.32
“Information Services Traffic” means Local Traffic or IntraLATA Toll Traffic
which originates on a Telephone Exchange Service line and which is addressed to
an information service provided over a Party’s information services platform (e.g., 976). 


4





          1.33
“Inside Wire” or “Inside Wiring” means all wire, cable, terminals, hardware and
other equipment or materials on the Customer’s side of the Rate Demarcation
Point. 


          1.34
“Integrated Digital Loop Carrier” or “IDLC” means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal. 


          1.35
“Integrated Services Digital Network’ or “ISDN” means a switched network
service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN (“BRI-ISDN”) provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data
and signaling channel (2B+D). Primary Rate Interface-ISDN (“PRI-ISDN”) provides
for digital transmission of twenty three (23) 64 kbps bearer channels and one
(1) 64 kbps data and signaling channel (23 B+D). 


          1.36
“Intercarrier Compensation” language NOT ADOPTED 


          1.37
“Interexchange Carrier” or “DCC” means a carrier that provides, directly or
indirectly, InterLATA or intraLATA Telephone Toll Services. 


          1.38
“Interim Number Portability” or “INP” means the use of existing and available
call routing, forwarding, and addressing capabilities (.g. remote call
forwarding) to enable a Customer to receive Telephone Exchange Service provided
by any Local Exchange Carrier operating within the exchange area with which the Customer’s telephone number(s)
is associated, without having to change the telephone number presently assigned
to the Customer and regardless of whether the Customer’s chosen Local Exchange
Carrier is the carrier that originally assigned the number to the Customer. 


          1.39
“Internet Traffic” means any traffic that is transmitted to or returned from
the Internet at any point during the duration of the transmission. 


          1.40
“IP” or “Interconnection Point” means the point at which a Party who receives
traffic originating on the network of the other Party assesses charges for the
further transport and termination of that traffic. 


          1.41
“Line Side” means an End Office Switch connection that provides transmission,
switching and optional features suitable for Customer connection to the public
switched network, including loop start supervision, ground start supervision,
and signaling for BRI-ISDN service. 


          1.42
“Local Traffic” means traffic that is originated by a Customer of one Party on
that Party’s network and terminates to a Customer of the other Party on that
other Party’s network 


5





within
a given local calling area or expanded area service (“EAS”) area, as defined in
BA’s effective Customer Tariffs. Local Traffic does not include any Internet
Traffic. 


          1.43
“Loop” (and any like term) means a transmission path that extends from a Main
Distribution Frame, DSX-panel, or functionally comparable piece of equipment in
a Customer’s serving End Office to the Rate Demarcation Point (or Network
Interface Device (“NID”) if installed) in or at the Customer’s premises. The
actual transmission facilities used to provide a Loop may utilize any of
several technologies. 


          1.44
“Main Distribution Frame” or “MDF” means the primary point at which outside
plant facilities terminate within a Wire Center, for Interconnection to
other Telecommunications facilities within the Wire Center. 


          1.45
“MECAB” means the Multiple Exchange Carrier Access Billing (“MECAB”) document
prepared by the Billing Committee of the Ordering and Billing Forum (“OBF”),
which functions under the auspices of the Carrier Liaison Committee (“CLC”) of
the Alliance for Telecommunications Industry Solutions (“ATIS”). The MECAB
document, published by Bellcore as Special Report SR-BDS-000983, contains the
recommended guidelines for the billing of an Exchange Access service provided
by two or more LECs, or by one LEC in two or more states, within a single LATA.



          1.46
“MECOD” means the Multiple Exchange Carriers Ordering and Design (“MECOD”)
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs. 


          1.47
“Meet-Point Billing” or “MPB” means an arrangement whereby two or more LECs
jointly provide to a third party (e.g., an Interexchange Carrier) the transport
element of a Switched Exchange Access Service to one of the LECs’ End Office
Switches. Each LEC receives an appropriate share of the transport element
revenues as defined by their effective Exchange Access tariffs. 


          1.48
“Meet Point Billing Traffic” means traffic that is subject to an effective
Meet-Point Billing arrangement. 


          1.49
“Mid-Span Fiber Meet” means an Interconnection architecture whereby two
carriers’ transmission facilities meet at a mutually agreed-upon Point of
Interconnection (“POI”), limited by technical feasibility and the availability
of facilities, utilizing a fiber hand-off and, at the delivering carrier’s
option, may interface with such carrier’s collocated equipment to gain access
to unbundled Network Elements. 


          1.50
“Network Interface Device” or “NID” means an interface provided by a
telecommunications carrier, including all features, functions and capabilities
of such interface, and terminating such carrier’s telecommunications network on
the property where a Customer’s 


6





service is
located at a point determined by such carrier. The NID contains an FCC Part 68
registered jack from which Inside Wire may be connected to BA’s network. 


          1.51
“North American Numbering Plan” or “NANP” means the numbering plan used in the
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and 4-digit line number. 


          1.52
“Numbering Plan Area” or “NPA” is also sometimes referred to as an area code.
There are two general categories of NPAs, “Geographic NPAs” and “Non-Geographic
NPAs.” A Geographic NPA is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A Non-Geographic NPA, also known as a “Service Access
Code” or “SAC Code,” is typically associated with a specialized
Telecommunications Service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs. 


          1.53
“NXX,” “NXX Code,” or “End Office Code” means the three digit switch entity
indicator (i.e., the first three digits of a seven digit telephone number). 


          1.54
“Percent Interstate Usage” or “PIU” is a factor that distinguishes the
interstate portion of minutes from the intrastate portion of minutes of traffic
exchanged via Traffic Exchange Trunks. PIU is a whole number developed through
consideration of every call in which the calling and called party are not
located within the LATA. PIU is the first such factor applied to traffic for
jurisdictional separation of traffic. 


          1.55
“Percent Local Usage” or “PLU” is a factor that distinguishes the intraLATA,
intrastate portion of minutes from the interLATA, intrastate portion of minutes
of traffic exchanged via Traffic Exchange Trunks. PLU is a whole number
developed through consideration of every call in which the calling and called
party are located within the same Rate Center Area. The PLU factor is applied
to traffic only after the NU factor has been applied for jurisdictional
separation of traffic. 


          1.56
“Physical Collocation” has the meaning set forth therefor under Applicable Law.



          1.57
“Port Element” or “Port” means a line card (or equivalent) and associated
peripheral equipment on an End Office Switch which interconnects individual
Loops or individual Customer trunks with the switching components of an End
Office Switch and the associated switching functionality in that End Office
Switch. Each Port is typically associated with one (or more) telephone
number(s) which serves as the Customer’s network address. The Port Element is
part of the provision of unbundled local Switching Element. 


          1.58
“Point of Interconnection” or “POI” means the physical location where the
originating Party’s facilities physically interconnect with the terminating
Party’s facilities for the purpose of exchanging traffic. 


7





          1.59
“Rate Center Area” or “Exchange Area” means the geographic area that has been
identified by a given LEC as being associated with a particular NPA-NXX code
assigned to the LEC for its provision of Telephone Exchange Services. The Rate
Center Area is the exclusive geographic area which the LEC has identified as
the area within
which it will provide Telephone Exchange Services bearing the particular
NPA-NXX designation associated with the specific Rate Center Area. 


          1.60
“Rate Center Point” means a specific geographic point, defined by a V&H
coordinate, located within the Rate Center Area and used to measure distance
for the purpose of billing Customers for distance-sensitive Telephone Exchange
Services and Toll Traffic. 


          1.61
“Rate Demarcation Point” means the Minimum Point of Entry (“MPOE”) of the
property or premises where the Customer’s service is located as determined by
BA. This point is where network access recurring charges and BA responsibility
stop and beyond which Customer responsibility begins. 


          1.62
“Rating Point” or “Routing Point” means a specific geographic point identified
by a specific V&H coordinate. The Rating Point is used to route inbound
traffic to specified NPA-NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location or a “LEC Consortium Point of Interconnection.” Pursuant to that same
Bellcore Practice, examples of the latter 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. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not
be the same as the corresponding Rate Center Point, nor must it be located
within the corresponding Rate Center Area, nor must there be a unique and
separate Rating Point corresponding to each unique and separate Rate Center
Area. 


          1.63
“Service Control Point” or “SCP” means the node in the Common Channel Signaling
network to which informational requests for service handling, such as routing,
are directed and processed. The SCP is a real time database system that, based
on a query from a service switching point (“SSP”) and via a Signaling Transfer
Point, performs subscriber or application-specific service logic, and then
sends instructions back to the SSP on how to continue call processing. 


          1.64
“Signaling Transfer Point” or “STP” means a specialized switch that provides
SS7 network access and performs 557 message routing and screening. 


          1.65
“Switched Access Detail Usage Data” means a category l 101NX record as defined
in the EMR Bellcore Practice BR-010-200-010. 


          1.66
“Switched Access Summary Usage Data” means a category 1150NX record as defined
in the EMR Bellcore Practice BR-010-200-010. 


8





          1.67
“Switched Exchange Access Service” means the offering of transmission and
switching services for the purpose of the origination or termination of
Telephone Toll Service Traffic. Switched Exchange Access Services include but
may not be limited to: Feature Group A, Feature Group B, Feature Group D, 700
access, 800 access, 888 access and 900 access. 


          1.68
“Switching Element” is the unbundled Network Element that provides a CLEC the
ability to use switching functionality in a BA End Office switch, including all
vertical services that are available on that switch, to provide Telephone
Exchange Service to its end user Customer(s). The Switching Element is
provisioned with a Port Element, which provides Line Side access to the
Switching Element. 


          1.69
“Tandem Switch” or “Tandem Office” or “Tandem” is a switching entity that has
billing and recording capabilities and is used to connect and switch trunk
circuits between and among End Office Switches and between and among End Office
Switches and carriers’ aggregation points, points of termination, or points of
presence, and to provide Switched Exchange Access Services. 


          1.70
“Tandem Transit Traffic” or “Transit Traffic” means Telephone Exchange Service
traffic that originates on Level 3’s network, and is transported through a BA
Tandem to the Central Office of a CLEC, ITC, Commercial Mobile Radio Service
(“CNIRS”) carrier, or other LEC, that subtends the relevant BA Tandem to which
Level 3 delivers such traffic. Subtending Central Offices shall be determined
in accordance with and as identified in the Local Exchange Routing Guide
(“LERG”). Switched Exchange Access Service traffic is not Tandem Transit
Traffic. 


          1.71
“Tariff’ means
any applicable federal or state Tariff of a Party, or standard agreement or
other document that sets forth the generally available terms and conditions,
each as may be amended by the Party from time to time, under which a Party
offers a particular service, facility or arrangement. 


          1.72
“Toll Traffic” means traffic that is originated by a Customer of one Party on
that Party’s network and terminates to a Customer of the other Party on that
Party’s network and is not Local Traffic or Ancillary Traffic. Toll Traffic may
be either “IntraLATA Toll Traffic” or “InterLATA Toll Traffic,” depending on
whether the originating and terminating points are within the same LATA. 


          1.73
“Trunk Side” means a Central Office Switch connection that is capable of, and has been programmed to treat the
circuit as, connecting to another switching entity another carrier’s network).
Trunk Side connections offer those transmission and signaling features
appropriate for the connection of switching entities. 


          134
“Voice Grade” means either an analog signal of 300 to 3000 Hz or a digital
signal of 56/64 kilobits per second. When referring to digital Voice Grade
service (a 56/64 kbps channel), the terms “DS-0” or “sub-DS-1” may also be
used. 


9





          1.75
‘Wire Center” means a building or portion thereof which serves as a Routing
Point for Switched Exchange Access Service. The Wire Center serves as the
premises for one or more Central Offices. 


2.0
INTERPRETATION AND CONSTRUCTION 


          2.1
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 used in this Agreement are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning of this Agreement. Unless the context shall otherwise
require, any reference to any agreement, other instrument (including BA or
other third party offerings, guides or practices), statute, regulation,
governmental rule or Tariff is to such agreement, instrument, statute,
regulation, or governmental rule or Tariff as amended and supplemented from
time to time (and, in the case of a statute, regulation, governmental rule or
Tariff, to any successor provision). 


          2.2
Each Party hereby incorporates by reference those provisions of its Tariffs
that govern the provision of any of the services or facilities provided
hereunder. Subject to the terms set forth in Section 20 regarding rates and
charges, if any provision of this Agreement and an applicable Tariff cannot be
reasonably construed or interpreted to avoid conflict, the provision contained
in this Agreement shall prevail. If any provision contained in this main body
of the Agreement and any Schedule or Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this
main body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such Tariff
or in such Tariff but not in this Agreement, shall not be interpreted as, or be
deemed grounds for finding, a conflict for purposes of this Section 2. 


          2.3
This Agreement is intended as a successor to the Interconnection Agreement
between the same Parties for Rhode Island. Any provision of this Agreement that
requires or permits a Party to take certain actions (such as submitting service
orders, installing facilities, or providing information) shall not be
interpreted as requiring either Party to repeat actions that were already taken
under the previous agreement, unless the requirements of this Agreement are
inconsistent with the arrangements previously in place between the Parties;
provided, however, that for the avoidance of any doubt, the foregoing shall not
apply to (a) any new services, facilities, or Network Elements for which Level
3 submits an order, request, or application after the Effective Date, (b) nor
to any pending (but not yet provisioned) services, facilities, or Network
Elements for which Level 3 submits an order, request, or application after the
Effective Date of this Agreement to modify or add to the pending (i.e.,
submitted by Level 3 prior to the Effective Date of this Agreement, but not yet
fulfilled) order, request, or application, (c) nor to any existing services, facilities,
or Network Elements for which Level 3 submits an order, request, or application
after the Effective Date of this Agreement to modify the same. Rather, in the
case of subsections (a), (b), and (c) directly above, any orders, requests,
applications submitted by Level 3 after the Effective Date of this Agreement
shall be governed by the rates, terms, and conditions of this Agreement.
Whenever possible, services provided under the previous agreement shall be
continued without interruption under the rates, terms, and conditions 


10





of this
Agreement. Nothing in this Agreement is intended to extinguish any obligation
of either Party to pay for services provided under the previous agreement but
not yet billed or paid for, or any other obligation arising under the previous
agreement that, by the terms of that agreement or by the nature of the
obligation, survives the termination of that agreement. 


3.0 SCOPE 


          3.1
This Agreement sets forth the terms, conditions and pricing under which BA will
offer and provide to Level 3 within each LATA in which BA operates within Rhode
Island: (a) Interconnection and access to unbundled Network Elements and
ancillary services for their respective use in providing Telephone Exchange
Service; (b) resale of local Telecommunications Services; (c) services related
to (a) and (b); and (d) the tends, conditions and pricing under which Level 3
will offer and provide Interconnection and related services to BA. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the Commission, and the
Parties will, refrain from requesting any action to change, suspend or
otherwise delay implementation of the Agreement. 


4.0 NOT
ADOPTED 


11





5.0 NOT ADOPTED



12





6.0 NOT ADOPTED 


13





7.0 NOT ADOPTED 


14






8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS 


          8.1
Nothing in this Agreement shall be construed to limit or otherwise adversely
affect in any mariner
either Party’s right to employ or to request and be assigned any Central Office
Codes (“NXX’) pursuant to the Central Office Code Assignment Guidelines and any
relevant FCC or Commission orders, as may be amended from time to time, or to
establish, by Tariff or otherwise, Rate Centers and Rating Points corresponding
to such NXX codes. 


          8.2
It shall be the responsibility of each Party to program and update its own
switches and network systems in accordance with the Local Exchange Routing
Guide (“LERG”) in order to recognize and route traffic to the other Party’s
assigned N)0( codes at all times. Neither Party shall impose any fees or
charges whatsoever on the other Party for such activities, except as expressly
set forth in this Agreement. 


          8.3
Unless otherwise required by Commission order, the Rate Center Areas will be
the same for each Party. During the term of this Agreement, Level 3 shall adopt
the Rate Center Area and Rate Center Points that the Commission has approved
for BA, in all areas where BA and Level 3 service areas overlap, and Level 3
shall assign whole NPA-N)0( codes to each Rate Center Area unless the LEC
industry adopts alternative methods of utilizing NXXs in the manner adopted by
the NANP. 


          8.4
Level 3 will also designate a Routing Point for each assigned NXX code. Level 3
shall designate one location for each Rate Center Area as the Routing Point for
the NPA-NXXs associated with that Area, and such Routing Point shall be within
the same LATA as the Rate Center Area but not necessarily within the Rate
Center Area itself 


          8.5
Notwithstanding anything to the contrary contained herein, nothing in this
Agreement is intended to, and nothing in this Agreement shall be construed to,
in any way constrain Level 3’s choices regarding the size of the local calling
area(s) that Level 3 may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA’s local calling areas. 


15





9.0 NETWORK MAINTENANCE AND
MANAGEMENT; OUTAGES 


          9.1
Cooperation 


                    The
Parties will work cooperatively to install and maintain a reliable network.
Level 3 and BA will exchange appropriate information (.g., maintenance contact
numbers, escalation procedures, network information, information required to
comply with law enforcement and other security agencies of the Government) to
achieve this desired reliability. In addition, the Parties will work
cooperatively to apply sound network management principles to alleviate or to
prevent congestion and to minimize fraud associated with third-number billed
calls, calling card calls, and any other services related to this Agreement. 


          9.2
Responsibility for Following Standards 


                    Each
Party recognizes a responsibility to follow the standards that may be agreed to
between the Parties and to employ characteristics and methods of operation that
will not interfere with or impair the service or any facilities of the other
Party or any third parties connected with or involved directly
in the network of the other. 


          9.3
Repeated or Willful Interference or Impairment 


          If
Party A reasonably determines that the characteristics, facility or service or
methods of operation used by Party B will or are likely to interfere with or
impair Party A’s provision of services, Party A may interrupt or temporarily
suspend any service or facilities provided to Party B that gives rise to or is
likely to give rise to the interference or impairment, subject to the
following: 


                    9.3.1
Except in emergency situations (defined as those situations in which a Customer
of Party A suffers significant service degradation or situations that pose
injury or death to any person or damage to tangible property), Party A shall
have given Party B at least thirty (30) days’ prior written notice of the interference
or impairment or potential interference or impairment and the need to correct
the condition within
said time period; and, 


                    9.3.2
Upon correction of the interference or impairment, Party A will promptly
restore the temporarily suspended service or facility. During such period of
suspension or interruption, there will be no compensation or credit allowance
by Party A to Party B, unless it is shown that the suspension or interruption
in service by Party A was unreasonable or unwarranted. 


                    9.3.3
Either Party may, at any time, bring to the Commission a dispute arising out of
any such interference or impairment, or potential interference or impairment. 


16





          9.4
Outage Repair Standard 


          In
the event of an outage or trouble in any arrangement, facility, or service
being provided by a Party hereunder, the providing Party will respond to the
outage or trouble in a nondiscriminatory manner that treats the other Party in
parity with the providing Party’s own end user Customers. 


          9.5
Notice of Changes — Section 251(0(5) 


          If
a Party makes a-change in the information necessary for the transmission and
routing of services using that Party’s network, or any other change in its
network which it believes will materially affect the interoperability of its
network with the other Party’s network, the Party making the change shall
publish at least ninety (90) days -in advance of such change, and shall use
reasonable efforts to publish at least one hundred eighty (180) days notice
where practicable; provided, however, that if an earlier publication is
required by the FCC’s or Commission’s rules, including, e.g., the Network
Disclosure rules set forth in the FCC Regulations, the Party will comply with
such rules. 


10.0 NOT ADOPTED 


17





11.0 UNBUNDLED ACCESS 


          To
the extent required by Applicable Law, and subject to the provisions of this
Section 11.0 (including, without limitation, Section 11.7 hereof), BA shall
offer to Level 3 nondiscriminatory access to Network Elements on an unbundled
basis at any technically feasible point pursuant to, and in accordance with the
terms and provisions of, this Agreement; provided, however, that BA shall not
have any obligation to continue to provide such access with respect to any
Network Element listed in Section 11.1 (or otherwise) that ceases to be subject
to an unbundling obligation under Applicable Law; provided further that, if BA
intends to cease provisioning a Network Element that it is no longer required
by Applicable Law to provision, the Parties agree to work cooperatively to
develop an orderly and efficient transition process for discontinuation of
provisioning of such Network Element. Unless otherwise agreed to by the Parties
(or required by Applicable Law), the transition period shall be at most three
(3) months from the date that the FCC (or other applicable governmental entity
of competent jurisdiction) issues (or issued) public notice that BA is not
required to provision a particular Network Element. Level 3 may request
renegotiation pursuant to Section 27.3 hereof to obtain from BA access to any
Network Element not listed in Section 11.1 that is subject to a legally
effective FCC or Commission order, and which BA makes available to requesting
carriers under the Act; in such cases Level 3 shall not be required to use the
Bona Fide Request Process to obtain nondiscriminatory access to such additional
Network Element on an unbundled basis. 


          11.1
BA’s Provision of Network Elements


Subject to Section 11.0, BA shall
provide Level 3 access to the following: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.1 Loops, as set forth
 in subsection 11.2; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.2 Network Interface
 Device, as set forth in subsection 11.3; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.3 Switching Elements,
 as set forth in subsection 11.4; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.4 Interoffice
 Transmission Facilities, as set forth in subsection 11.5; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.5 Signaling Links and
 Call-Related Databases, as set forth in Section 17; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.6 Operations Support
 Systems, as set forth in subsection 11.6; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 11.1.7 such other Network
 Elements in accordance with subsection 11.8 below. 

 



          11.2
Loop Transmission Types 


          Subject
to Section 11.0, BA shall allow Level 3 to access the following Loop types (in
addition to those Loops available under applicable Tariffs) unbundled from
local switching and local transport in accordance with the terms and conditions
set forth in this Section 11.2. 


18





                    11.2.1
“2-Wire Analog Voice Grade Loop” or “Analog 2W” provides an effective 2-wire
channel with 2-wire interfaces at each end that is suitable for the transport
of analog Voice Grade (nominal 300 to 3000 Hz) signals and loop-start
signaling. The service is more fully described in Bell Atlantic TR-72565. If “Customer-Specified
Signaling” is requested, the service will operate with one of the following
signaling types that may be specified when the service is ordered: loop-start,
ground-start, loop-reverse-battery, and no signaling. The service is more fully
described in Bell Atlantic TR-72570. 


                    11.2.2
“4-Wire Analog Voice Grade Loop” or “Analog 4W” provides an effective 4-wire
channel with 4-wire interfaces at each end that is suitable for the transport
of analog Voice Grade (nominal 300 to 3000 Hz) signals. The service will
operate with one of the following signaling types that may be specified when
the service is ordered: loop-start, ground-start, loop-reverse-battery, duplex,
and no signaling. The service is more fully described in Bell Atlantic
TR-72570. 


                    11.2.3
“2-Wire ISDN Digital Grade Loop” or “BRI ISDN” provides a channel with 2-wire
interfaces at each end that is suitable for the transport of 160 kbps digital
services using the ISDN 2B1Q line code. 


                    11.2.4
“2-Wire ADSL-Compatible Loop” or “ADSL 2W” provides a channel with 2-wire
interfaces at each end that is suitable for the transport of digital signals up
to 6 Mbps toward the Customer and up to 640 kbps from the Customer. BA will
offer ADSL-Compatible Loops to Level 3 subject to BA’s rights and Level 3’s
obligations under Applicable Law (including, without limitation, with respect
to spectrum interference). In addition, ADSL-Compatible Loops will be available
only where existing copper facilities can meet applicable industry standards. 


                    11.2.5
“2-Wire HDSL-Compatible Loop” or “HDSL 2W” provides a channel with 2-wire
interfaces at each end that is suitable for the transport of 784 kbps digital
signals simultaneously in both directions using the 2B1Q line code. HDSL
compatible Loops will be available only where existing copper facilities can
meet the specifications. 


                    11.2.6
“4-Wire HDSL-Compatible Loop” or “HDSL 4W” provides a channel with 4-wire
interfaces at each end. Each 2-wire channel is suitable for the transport of
784 kbps digital signals simultaneously in both directions using the 2B1Q line
code. HDSL compatible Loops will be available only where existing copper
facilities can meet the specifications. 


                    11.2.7
“4-Wire DS1-compatible Loop” provides a channel with 4-wire interfaces at each
end. Each 4-wire channel is suitable for the transport of 1.544 Mbps digital
signals simultaneously in both directions using PCM line code. DS-1-compatible
Loops will be available where existing copper facilities can meet the
specifications. 


                    11.2.8
“4-Wire 56 kbps Loop” means a 4-wire Loop that provides a transmission path
that is suitable for the transport of digital data at a synchronous rate of 56
kbps in opposite directions on such Loop simultaneously. A 4-Wire 56 kbps Loop
consists of two pairs of non-


19





loaded copper
wires with no intermediate electronics or it consists of universal digital loop
carrier with 56 kbps DDS dataport transport capability. BA shall provide 4-Wire
56 kbps Loops to Level 3 in accordance with, and subject to, the technical
specifications set forth in BA Technical Reference TR72575, as revised from
time to time. 


                    11.2.8.A
“DS-3 Loops” means Loops that will support the transmission of isochronous
bipolar serial data at a rate of 44.736 Mbps or the equivalent of 28 DS-1
channels. The DS-3 Loop includes the electronics necessary to provide the DS-3
transmission rate. A DS-3 Loop will only be provided where the electronics are
at the requested installation date currently available for the requested Loop.
BA will not install new electronics. DS-3 specifications are referenced in BA’s
TR72575 as revised from time to time. 


                    11.2.9
Loops will be offered on the terms and conditions specified herein and on such
other terms in applicable Tariffs that are not inconsistent with the terms and
conditions set forth herein and, in any case, in a manner that complies with
the requirements of Applicable Law. BA shall make Loops available to Level 3 at
the rates specified in Exhibit A (subject to Section 20.0 hereof), subject to
the provisions of Section 11.2.11 below. 


                    11.2.10
Subject to availability, BA will make Analog 2-Wire Loops, BRI ISDN Loops,
Analog 4W Loops, 4-Wire 56kbps Loops, 4-Wire DS-1-compatible Loops, DS-3 Loops,
BDSL 4-Wire, HDSL 2-Wire, and ADSL 2-Wire Loops available to Level 3 at any
time after the Effective Date. 


                    11.2.11
“Digital Designed Loops” are comprised of designed Loops that meet specific
Level 3 requirements for metallic Loops over 18,000 feet or for conditioning of
ADSL, HDSL, or BRI ISDN (Premium) Loops. “Digital Designed Loops” may include
requests for: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 a 2W Digital
 Designed Metallic Loop with a total Loop length of 18,000 to 30,000 feet,
 unloaded, with the option to remove bridged tap; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 an ADSL 2W
 Loop of 12,000 to 18,000 feet with an option to remove bridged tap; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 an ADSL 2W
 Loop of less than 12,000 feet with an option to remove bridged tap; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 an HDSL 2W
 Loop of less than 12,000 feet with an option to remove bridged tap:

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 an HDSL 4W
 Loop of less than 12,000 feet with an option to remove bridged tap; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 a 2W Digital
 Designed Metallic Loop with BA-placed ISDN loop extension electronics. 

 



                    11.2.11.1
BA shall make Digital Designed Loops available to Level 3 at the rates as set forth in Exhibit A. These rates
and/or rate structures shall be considered interim in nature until they have
been approved by the Commission or otherwise allowed to go into effect. If the
Commission should approve or make effective rates and/or rate structures
different than 


20






those shown in
Exhibit A, the rates and/or rate structures approved or made effective by the
Commission shall supersede those shown in Exhibit A upon the effective date of
such rates and/or rate structures. 


                    11.2.11.2
The following ordering procedures shall apply to Digital Designed Loops: 


	
  

 	
  

 
	
  

 	
           (a)
 Level 3 shall place orders for Digital Designed Loops by delivering to BA a
 valid electronic transmittal service order or other mutually agreed upon type
 of service order. Such service order shall be provided in accordance with
 industry format and specifications or such format and specifications as may
 be agreed to by the Parties. 

 
	
  

 	
  

 
	
  

 	
           (b)
 BA is in the process of conducting a mechanized survey of existing Loop
 facilities, on a Central Office by Central Office basis, to identify those
 Loops that meet the applicable technical characteristics established by BA
 for compatibility with ADSL and HDSL signals. The results of this survey will
 be stored in a mechanized database and made available to Level 3 as the
 process is completed in each Central Office. Level 3 must utilize this
 mechanized Loop qualification database, where available, in advance of
 submitting a valid electronic transmittal service order for an ADSL or HDSL
 Loop. Charges for mechanized Loop qualification information are set forth in
 Exhibit A. Level 3 may use prequalified Loops to offer SDSL or IDSL services,
 but neither BA’s prequalification process nor its current Loop offerings are
 designed to ensure compatibility with such services or any services other
 than those set forth in the Loop descriptions set forth above. To the extent
 required by Applicable Law, Level 3’s access to information regarding the
 availability of Digital Designed Loops pursuant to the foregoing mechanized
 database shall be at parity with the level of access available to BA’s own
 retail operations and other telecommunications carriers with respect to such
 database. 

 
	
  

 	
  

 
	
  

 	
           (c)
 If the Loop is served out of a Central Office that has not been prequalified
 on a mechanized basis, Level 3 must request a manual Loop qualification prior
 to submitting a valid electronic service order for an ADSL, HDSL, or BRI ISDN
 ULL. The rates for manual Loop qualification are set forth in Exhibit A. In
 general, BA will complete a manual Loop qualification request within three (3) business days,
 although BA may require additional time due to poor record conditions, spikes
 in demand, or other unforeseen events; provided, however, that BA shall
 conduct such qualifications requested by Level 3 in parity with manual Loop
 qualifications it conducts on behalf of other telecommunications carriers and
 BA’s own retail operations (to the extent that BA conducts such
 qualifications for its own retail operations). 

 
	
  

 	
  

 
	
  

 	
           (d)
 If the mechanized Loop qualification database indicates that a Loop does not
 qualify (e.g., because it does not meet the applicable technical parameters
 set forth in the Loop descriptions above), Level 3 may request a manual Loop
 qualification, as described above, to determine whether the result is due to
 the presence of load coils, presence of digital loop carrier, or Loop length
 (including bridged tap). 

 


21









	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (e)
 If Level 3 submits a service order for an ADSL, HDSL, or BRI ISDN Loop that
 has not been prequalified on either a mechanized or manual basis, BA will
 query the service order back to Level 3 for qualification and will not accept
 such service order until the Loop has been prequalified on a mechanized or
 manual basis. If Level 3 submits a service order for an ADSL, HDSL, or BRI
 ISDN Loop that is, in fact, not compatible with such services in its existing
 condition, BA will respond back to Level 3 with a “Nonqualified” indicator. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (I)

 	
 Where Level
 3 has followed the prequalification procedure described above and has
 determined that a Loop is not compatible with ADSL, HDSL, or BRI ISDN service
 in its existing condition, it may either request an Engineering Query to
 determine whether conditioning may make the Loop compatible with the
 applicable service; or if Level 3 is already aware of the conditioning
 required (e.g., where Level 3 has previously requested a manual Loop
 qualification), Level 3 may submit a service order for a Digital Designed
 Loop. BA will undertake to condition or extend the Loop in accordance with
 this Section upon receipt of Level 3 ‘s accurate and pre-qualified service
 order for a Digital Designed Loop. 

 



          111.11.3
Level 3 acknowledges that Digital Designed Loops are currently being rolled out
throughout BA’s service territory, including areas where BA may not have a
retail service that utilizes comparable Loop facilities. As a result, it is
possible that provisioning intervals for Digital Designed Loops may not be at
optimal levels during the early stages of this roll out. The Parties will make
reasonable efforts to coordinate their respective roles in the early phases of
the roll out in order to minimize provisioning problems. In general, where
conditioning or Loop extensions are requested by Level 3, an interval of
eighteen (18) business days will be required by BA to complete the Loop
analysis and the necessary construction work involved in conditioning and/or
extending the loop as follows (provided, however, that BA shall provide such
Loop conditioning to Level 3 at parity with the manner in which BA provides
such Loop conditioning to other requesting carriers): 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Three (3)
 business days will be required following receipt of Level 3’s valid, accurate
 and pre-qualified service order for a Digital Designed Loop to analyze the
 Loop and related plant records and to create an Engineering Work Order. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Upon
 completion of an Engineering Query, BA will initiate the construction order
 to perform the changes/modifications to the Loop requested by Level 3.
 Conditioning activities are, in most cases, able to be accomplished within
 fifteen (15) business days. Unforeseen conditions may add to this interval. 

 



After the
engineering and conditioning tasks have been completed, the standard Loop
provisioning and installation process will be initiated., subject to BA’s
standard provisioning intervals. 


22





                    11.2.11.4
If Level 3 requires a change in scheduling, it must contact BA to issue a
supplement to the original service order. If Level 3 cancels the request for
conditioning after a Loop analysis has been completed but prior to the
commencement of construction work, Level 3 shall compensate BA for an
Engineering Work Order charge as set forth in Exhibit A. If Level 3 cancels the
request for conditioning after the Loop analysis has been completed and after
construction work has started or is complete, Level 3 shall compensate BA for
an Engineering Work Order charge as well as the charges associated with the
conditioning tasks performed as set forth in Exhibit A. 


          11.3
Network Interface Device 


          (a)
Subject to Section 11.0 and at the request of Level 3, BA shall permit Level 3
to connect a Level 3 Loop to the Inside Wiring of a Customer through the use of
a BA NID in the manner set forth in this Section 11.3. Level 3 may access a BA
NID either by means of a cross connect (but only if the use of such cross
connect is technically feasible) from an adjoining Level 3 NID deployed by
Level 3 or, if an entrance module is available in the BA NID, by connecting a
Level 3 Loop to the BA NID. When necessary, BA will rearrange its facilities to
provide access to an existing Customer’s Inside Wire. An entrance module is
available only if facilities are not connected to it. The Customer shall be
responsible for resolving any conflicts between service providers for access to
the Customer’s premises and Inside Wire. 


          (b)
In no case shall Level 3 access, remove, disconnect or in any other way rearrange
    BA’s Loop
facilities from BA’s NIDs, enclosures, or protectors. 


          (c)
In no case shall Level 3 access, remove, disconnect or in any other way
rearrange a Customer’s Inside Wire from BA’s NIDs, enclosures, or protectors
where such Customer Inside Wire is used in the provision of ongoing
telecommunication service to that Customer. 


          (d)
In no case shall Level 3 remove or disconnect ground wires from BA’s NIDs,
enclosures, or protectors. 


          (e)
In no case shall Level 3 remove or disconnect NID modules, protectors, or
terminals from BA’s ND enclosures. 


          (f)
Maintenance and control of premises Inside Wiring is the responsibility of the
Customer. Any conflicts between service providers for access to the Customer’s
Inside Wire must be resolved by the Customer. 


          (g)
When Level 3 is not connecting a Level 3-provided Loop to the Inside Wiring of
a Customer’s premises through the Customer’s side of the BA NID, Level 3 does
not need to submit a request to BA and BA shall not charge Level 3 for access
to the BA NID. In such instances, Level 3 shall comply with the provisions of
Subsections (b) (f) above and shall access the Customer’s Inside Wire in the
manner set forth in Subsection (i) directly below. 


23





          (i)
Due to the wide variety of NIDs utilized by BA (based on Customer size and
environmental considerations), Level 3 may access the Customer’s Inside Wire,
acting as the agent of the Customer, by any of the following means: 


                              (A)
Where an adequate length of Inside Wire is present and environmental conditions
permit, requesting carrier (i.e., Level 3 or Level 3’s agent, the building
owner, or the Customer) may remove the Inside Wire from the Customer’s side of
the BA NID and connect that wire to Level 3’s NID; 


                              (B)
Where an adequate length of Inside Wire is not present or environmental
conditions do not permit, Level 3 may enter the Customer side of the BA NID
enclosure for the purpose of removing the Inside Wire from the terminals of
BA’s NM and connecting a connectorized or spliced jumper wire from a suitable
“punch out” hole of such NID enclosure to the Inside Wire within the space of
the Customer side of the BA NID. Such connection shall be electrically insulated
and shall not make any contact with the connection points or terminals within
the Customer side of the BA NID. 


                              (C)
Request BA to make other rearrangements to the Inside Wire terminations or
terminal enclosure on a time and materials cost basis to be charged to the
requesting party (i.e. Level 3, its agent, the building
owner or the Customer). If Level 3 accesses the Customer’s Inside Wire as
described in this Subsection (C), time and materials charges will be billed to
the requesting party (i.e.,
Level 3, its agent, the building owner or the Customer). 


          11.4
Unbundled Switching Elements 


          Subject
to Section 11.0, BA shall make available to Level 3 the local Switching Element
and tandem Switching Element unbundled from transport, local Loop transmission,
or other services in accordance with Applicable Law and as more fully described
in Schedule 11.4. 


          11.5
Interoffice Transmission Facilities 


                    11.5.1
Subject to Section 11.0, where facilities are available, at Level 3’s request,
BA shall provide Level 3 with interoffice transmission facilities (“I0F”) (at
DS1, DS3, 0C3, OC3c, 0C12 and 0C12c levels) unbundled from other Network Elements in
accordance with, but only to the extent required by, Applicable Law, in
accordance with Exhibit A and this Section 11.5. To the extent Level 3
purchases unbundled common transport, Level
3 shall also be required to purchase unbundled local switching in
conjunction with such unbundled common transport. 


          11.6
Operations Support Systems 


          Subject
to Section 11.0, BA shall provide Level 3 with access via electronic interfaces
to databases required for pre-ordering, ordering, provisioning, maintenance and
repair, and billing at any time after the Effective Date. All such transactions
shall be submitted by Level 3 through such electronic interfaces; provided,
however, that in the case of a new or materially modified 


24





electronic
interface, the Parties shall work cooperatively to transition within a
commercially reasonable period of time to the use of any such new or materially
modified interface. 


          11.7
Limitations on Unbundled Access 


                    11.7.1
Level 3 shall access BA’s unbundled Network Elements via Collocation in
accordance with Section 13 at the BA Wire Center where those elements exist or
other mutually agreed upon means of Interconnection, and each Loop or Port
shall, in the case of Collocation, be delivered to Level 3’s Collocation by
means of a Cross Connection. 


                    11.7.2
BA shall provide Level 3 access to its Loops at each of BA’s Wire Centers for
Loops terminating in that Wire Center. In addition, if Level 3 requests one or
more Loops provisioned via Integrated Digital Loop Carrier or Remote Switching
technology deployed as a Loop concentrator, BA shall, where available, move the
requested Loop(s) to a spare, existing physical Loop at no additional charge to
Level 3. If, however, no spare physical Loop is available, BA shall within three
(3) business days of Level 3’s request notify Level 3 of the lack of available
facilities. Level 3 may then at its discretion make a Network Element Bona Fide
Request to BA to provide the Loop through the demultiplexing of the integrated
digitized Loop(s). Level 3 may also make a Network Element Bona Fide Request
for access to Loops at the Loop concentration site point. Alternatively, Level
3 may choose to avail itself of BA’s Special Construction services, as set
forth in Exhibit A, for the provisioning of such Loop(s). Notwithstanding
anything to the contrary in this Agreement, the provisioning intervals set
forth in subsection 11.9 and the Performance Criteria and Performance Interval
Dates set forth in subsection 26.1 and Schedule 26, respectively, shall
not apply to Loops provided under this subsection 11.7.2. 


                    11.7.3
If Level 3 orders a Loop type and the distance requested on such Loop exceeds
the transmission characteristics in applicable technical references, Level 3
may request BA to provide distance extensions on such Loops. BA will comply
with such requests unless the requested extensions are incompatible with the
services Level 3 wishes to provide, or are likely to cause degradation of
service in BA’s network. The rates and charges for such loop extensions shall
be as set forth in Exhibit A, in BA’s applicable Tariffs if there is no rate in
Exhibit A, or in the absence of either, at a rate to be agreed upon between the
Parties. 


                    11.7.4
BA will exercise commercially reasonable efforts to ensure that the service
intervals that apply to Loops and unbundled Ports are comparable to the (a)
repair intervals that apply to the bundled dial tone line service, and (b)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 26. Although BA will make commercially reasonable efforts
to ensure that Loops and unbundled ports meet specified or agreed-upon
technical standards, BA makes no warranty that the Loops or unbundled Ports supplied
by BA hereunder will be compatible with the services Level 3 may offer to its
Customers. 


                    11.7.5
Nothing contained in this Agreement shall be deemed to
constitute agreement by BA that any item identified in this Agreement as a Network
Element is (a) a Network Element under Applicable Law, or (b) a Network Element
BA is required by Applicable 


25





Law to provide
to Level 3 on an unbundled basis; provided, however that BA shall continue to
provide access to all Network Elements identified as such herein, subject,
however, to Section 11.0. Nothing contained in this Agreement shall limit BA’s
right to appeal, seek reconsideration of, or otherwise seek to have stayed,
modified, reversed or invalidated any order, rule, regulation, decision,
ordinance or statute issued by the Commission, the FCC, any court or any other
governmental authority relating to or pertaining to BA’s obligations under this
Agreement. 


                    11.7.6
Notwithstanding anything set forth in this Agreement, BA shall not be required
under this Agreement to construct new Network Elements, unless it is so
required under Applicable Law. 


                    11.7.7
(a) BA shall provide access to
4-Wire 56 kbps Loops, NIDs and Combinations subject to charges based on rates
and/or rate structures that are consistent with Applicable Law (such rates
and/or rate structures, the “Rates”). Level 3 acknowledges that BA is
developing the Rates but that BA has not finished developing the Rates as of
the Effective Date. When BA finishes developing a Rate, BA shall notify Level 3
in writing of the Rate and thereafter shall bill Level 3, and Level 3 shall pay
to BA, for services provided under this Agreement on the Effective Date and
thereafter in accordance with such Rate, subject to subsection (b) directly
below. 


                    (b)
The Rates for 4-Wire 56 kbps Loops, NIDs and Combinations provided under this
Agreement shall be interim Rates and shall be replaced on a prospective basis
by such Rates as may be approved by the Commission, or as otherwise allowed to
go into effect, or if appealed as may be ordered at the conclusion of such
appeal; provided, however, that a Rate provided by BA to Level 3 in accordance
with subsection (a) directly above that has been approved or allowed to go into
effect by the Commission prior to the date on which BA provides such Rate to
Level 3 shall not be considered an “interim Rate” hereunder. If the Commission
should alter, amend or modify and then approve or make effective an interim Rate,
the Parties shall true up amounts billed and paid based on such interim Rate
for 4-Wire 56 kbps Loops, NIDs and Combinations provided under this Agreement
on the Effective Date and thereafter until the date on which the Commission
approves or allows to go into effect such altered, amended or modified interim
Rate. 


          11.8
Availability of Other Network Elements on an Unbundled Basis 


                    11.8.1
BA shall, upon request of Level 3 and to the extent required by Applicable Law,
provide to Level 3 nondiscriminatory access to its Network Elements on an
unbundled basis for the provision of Level 3’s Telecommunications Service. Any
request by Level 3 for access to a BA Network Element that is not specifically
required to be offered under regulations or orders of the FCC or the Commission
shall be treated as a Network Element Bona Fide Request. Where the FCC or the
Commission, in a legally effective order, has required or shall require BA to
offer a UNE, service, or Interconnection not covered in this Agreement, BA
shall offer to Level 3 said UNE, service, or Interconnection in the manner
required by such legally effective order. The Parties agree to amend this
Agreement to include any new UNE, service, or Interconnection that BA is so
required to make available to Level 3 under Applicable Law. 


26





Level 3 shall
provide BA access to its Network Elements as mutually agreed by the Parties or
as required by the Commission or FCC. The Parties are currently negotiating
terms for provisioning of line sharing, dark fiber and subloops, which terms,
upon completion thereof, the Parties shall incorporate into this Agreement, by
way of an amendment hereto. 


                    11.8.2
A Network Element obtained by one Party from the other Party under this
subsection 11.8 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service. 


                    11.8.3
Notwithstanding anything to the contrary in this subsection 11.8, a Party shall
not be required to provide a proprietary Network Element to the other Party
under this subsection 11.8 except as required by Applicable Law. 


                    11.8.4
BA will, on a semi-annual basis, notify Level 3 of the availability of new
unbundled Network Elements. 


          11.9
Provisioning of Loops 


          The
following coordination procedures shall apply for conversions of “live”
Telephone Exchange Services to Loops. These and other mutually agreed-upon
procedures shall apply reciprocally for the “live” cutover of Customers from BA
to Level 3 and from Level 3 to BA. 


                    11.9.1
Coordinated cutover charges will apply to any conversion of live Telephone
Exchange Services to Loops. If Level 3 elects not to request a coordinated
cutover, BA will process Level 3’s request in the normal course and subject to
the normal installation intervals. 


                    11.9.2
Level 3 shall request Loops from BA by delivering to BA a valid electronic
transmittal service order (when available) or another mutually agreed-upon type
of service order such as a Loop/NID Time and Material form. Such service order
shall be provided in accordance with industry format and specifications or such
format and specifications as may be agreed to by the Parties. Within
forty-eight (48) hours of BA’s receipt of such valid service order, BA shall
provide Level 3 the firm order commitment date according to the Performance Interval
Dates set forth in Schedule 26.1 by which the Loops covered by such service
order will be installed. 


                    11.9.3
On each Loop order in a Wire Center, Level 3 and BA will agree on a cutover
time at least forty eight (48) hours before that cutover time. The cutover time
will be defined as a 15-30 minute window within which both the Level 3 and BA
personnel will make telephone contact to complete the cutover. 


                    11.9.4
Within the appointed 15-30 minute cutover time, the BA
person will call the Level 3 person designated to coordinate cutover work. 


27






                    11.9.5
If Level 3 requires a change in scheduling, it must contact BA to issue a
supplement to the original order. The negotiations process to determine the
date and time of cutover will then be reinitiated as usual. 


                    11.9.6
If the Level 3 person is not ready within the appointed interval and if Level 3
had not called to reschedule the work at least two (2) hours prior to the start
of the interval, Level 3 shall be liable for the non-recurring charge for the
unbundled Network Elements scheduled for the missed appointment. In addition,
non-recurring charges for the rescheduled appointment will apply. 


                    11.9.7
If BA is not available or not ready at any time during-the appointed 15-30
minute interval, Level 3 and BA will reschedule and BA will waive the
non-recurring charge for the unbundled Network Elements originally scheduled
for that interval, whenever those unbundled elements are actually cut over
pursuant to an agreed-upon rescheduling. 


                    11.9.8
The standard time expected from disconnection of a live Telephone Exchange
Service to the connection of the unbundled Network Element to the Level 3
Collocation arrangement is fifteen (15) minutes per Voice Grade circuit for all
orders consisting of twenty (20) Loops or less. Orders involving more than
twenty (20) Loops will require a negotiated interval. 


                    11.9.9
If unusual or unexpected circumstances prolong or extend the time required to
accomplish the coordinated cutover, the Party responsible for such
circumstances is responsible for the reasonable labor charges of the other
Party. Delays caused by the Customer are the responsibility of Level 3. 


                    11.9.10
If Level 3 has ordered LNP as part of an Loop installation, BA will coordinate
implementation of LNP with the Loop coordinated cutover installation. BA’s
provision of unbundled Network Elements shall in all cases be subject to the
availability of suitable facilities, to the extent permitted by Section 251 of
the Act. 


                    11.9.11
If Level 3 requests or approves a BA technician to perform services on the
network side of the Rate Demarcation Point beyond normal installation of the
Loops covered by the service order, BA may charge Level 3 for any additional
and reasonable labor charges to perform such services. BA may also charge Level
3 its normal overtime rates for services Level 3 requests to be performed
outside of BA’s normal business hours (M-F, 9 am to 5 pm, Eastern Time). 


          11.10
Maintenance of Loops 


          If
(a) Level 3 reports to BA a Customer trouble, (b) Level 3 requests a dispatch,
(c) BA dispatches a technician, and (d) such trouble was not caused by BA’s
facilities or equipment, then Level 3 shall pay BA the applicable Tariff rate
for said dispatch. In addition, this charge also applies in situations when the
Customer contact as designated by Level 3 is not available at the appointed
time. Level 3 accepts responsibility for initial trouble isolation and providing
BA 


28






with
appropriate dispatch information based on its test results. If, as the result
of Level 3 instructions, BA is erroneously requested to dispatch within the Central Office, BA may levy
on Level 3 an appropriate charge. However, if BA imposes any charge on Level 3
under this Section 11.10 and the same trouble recurs and the cause in both
instances is determined to be in BA’s facilities, then BA shall refund to Level
3 all charges applicable to that trouble that were erroneously levied on and paid
by Level 3 to BA plus interest at the rate applicable to refunds of
overpayments pursuant to BA’s Tariffs. 


          11.11
Combinations of Network Elements 


          Notwithstanding
anything set forth in this Agreement and subject to the conditions set forth in
Section 11.0 hereof, BA shall be obligated to provide a combination of network
elements (a “Combination”) only to the extent provision of such Combination is
required by Applicable Law. To the extent BA is required by Applicable Law to
provide a Combination to Level 3, BA shall provide such Combination in
accordance with, and subject to, requirements established by BA that are
consistent with Applicable Law (such requirements, the “Combo Requirements”).
BA shall make the Combo Requirements publicly available in an electronic form. 


12.0 RESALE —
SECTIONS 251(c)(4) and 251(b)(1) 


          12.1
Availability of Retail Rates for Resale 


          BA
shall make available to Level 3 for resale all Telecommunications Services as
described in (and to the extent required by) Section 251(c)(4) of the Act,
pursuant to the rates, terms and conditions of BA’s applicable Tariffs, as may
be amended from time to time. Such services shall be provided by BA to Level 3
at parity with the manner in which BA provides Telecommunications Services to
its end user Customers in terms of service quality and performance intervals.


          12.2
Availability of Wholesale Rates for Resale


          BA shall make available to
Level 3 for resale all Telecommunications Services that BA provides at retail
to Customers that are not Telecommunications Carriers at the retail prices set
forth in BA’s Tariffs less the wholesale discount set forth in Exhibit A in
accordance with Section 251(c)(4) of the Act. Such services shall be provided
in accordance with the terms of the applicable retail services Tariff(s).


          12.3
Availability of Support Services and Branding for Resale 


          BA
shall make available to Level 3 the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Law, upon request by
Level 3 and at prices, terms and conditions to be negotiated by Level 3 and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Level 3’s trade name, or that are not identified
by trade name, trademark or service mark. 


29





          12.4
Additional Terms Governing Resale and Use of BA Services 


                    12.4.1
Level 3 shall comply with the provisions of this Agreement (including, but not
limited to, all applicable BA Tariffs) regarding resale or use of BA services.
In addition, Level 3 shall undertake in good faith to ensure that its Customers
comply with the provisions of BA’s Tariffs applicable to their use of BA’s
Telecommunications Services. 


                    12.4.2
Without in any way limiting subsection 12.4.1, Level 3 shall not resell (a)
residential service to business or other nonresidential Customers of Level 3,
(b) Lifeline or other means-tested service offerings, or grandfathered service
offerings, to persons not eligible to subscribe to such service offerings from BA, or (c) any other BA
service in violation of any user or user group restriction that may be contained
in the BA Tariff applicable to such service to the extent such restriction is
not prohibited by Applicable Laws. In addition, Level 3 shall be subject to the
same limitations that BA’s own retail Customers may be subject to with respect
to any Telecommunications Service that BA discontinues offering. 


                    12.4.3
BA shall not be obligated to offer to Level 3 at a wholesale discount
Telecommunications Services that BA offers at a special promotional rate if
such promotions are for a duration of ninety (90) days or less. 


                    12.4.4
Level 3 shall not be eligible to participate in any BA plan or program under
which BA Customers may obtain products or merchandise, or services which are
not BA Telecommunications Services, in return for trying, agreeing to purchase,
purchasing, or using BA Telecommunications Services. 


                    12.4.5
BA may impose additional restrictions on Level 3’s resale of BA’s retail
Telecommunications Services to the extent permitted by Applicable Laws. 


13.0
COLLOCATION — SECTION 251(c)(6) 


          13.1
To the extent required by and, in accordance with, Applicable Law, BA shall
offer to Level 3 Physical Collocation of equipment necessary for
Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only virtual
Collocation if so permitted under Applicable Law, including, without
limitation, if BA 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. To the extent required under
Applicable Law, BA shall permit Level 3 to utilize such Collocation without
distinction for all Telecommunications Services, whether traditional voice or
advanced services. BA shall provide such Collocation solely for the purpose of
Interconnection with facilities or services of BA or access to unbundled
Network Elements of BA, except as otherwise mutually agreed to in writing by
the Parties or as required by the FCC or the Commission. BA shall provide Collocation under
the terms of its applicable Tariffs and this Agreement. In the event of a
conflict between this Agreement and the Tariffs, this Agreement controls. In
all cases, where BA is required to provide Collocation under Applicable Law, it
shall be provided to Level 


30





3 on rates,
terms and conditions that are just, reasonable and nondiscriminatory as set
forth in 47 U.S.C. 251(c)(6). 


          13.2
Level 3 shall offer to BA Collocation of equipment for purposes of
Interconnection (pursuant to Section 4) on a non-discriminatory basis and at
comparable rates, terms and conditions as Level 3 may provide to other third
parties. Level 3 shall provide such Collocation subject to applicable Tariffs
or a separate agreement between the Parties. 


          13.3
In the course of implementing a Collocation project, BA shall: 


          (a)
identify the Collocation project manager assigned to the project; 


          (b)
develop a written comprehensive “critical tasks” timeline detailing the work
(and relative sequence thereof) that is to be performed by each Party or
jointly by both Parties; and 


          (c)
provide Level 3 with the relevant engineering requirements, including the
projected dimensions of the Physical Collocation space. 


          13.4
Where Level 3 is virtually collocated in a space which was initially prepared
for virtual Collocation, Level 3 may elect to (a) retain its virtual
Collocation in that space and expand that virtual Collocation according to
current procedures and the terms set forth in applicable Tariffs or (b) unless
it is not practical for technical reasons or because of space limitations,
transition its virtual Collocation to Physical Collocation at such premises, in
which case Level 3 shall coordinate the construction and rearrangement with BA
of its transmission equipment and facilities for which Level 3 shall pay BA at
the rates set forth in applicable Tariffs. In addition, all applicable Physical
Collocation nonrecurring and recurring charges shall apply and any nonrecurring
and recurring charges for the transition to Physical Collocation and removal of
virtual Collocation equipment shall apply. 


          13.5
After notifying Level 3 that BA has no available Physical Collocation space in
a particular Central Office, BA must timely file a petition, where required
under Applicable Law, with the Commission pursuant to 47 U.S.C. § 251(c)(6). BA
will maintain a waiting list of customers on a first come, first served basis.
BA will notify the telecommunications carriers on the waiting list when space
becomes available according to how much space becomes available and the
position of telecommunications carrier on said waiting list. Upon written
request, BA will advise Level 3 as to its position on the list. Notwithstanding
the foregoing, should any state regulatory agency impose a different procedure
regarding the assignment of space in a Central Office where space has been
previously unavailable, this Agreement may be amended to incorporate such
Commission-ordered procedure. 


          13.6
Joint Planning and Implementation Intervals 


                    13.6.1
Upon BA’s receipt of a written request from Level 3, BA shall provide to Level
3 point of termination bay assignments for a Collocation arrangement; BA shall
provide such assignments to Level 3 at least ten (10) days prior to the date of
completion of the 


31





Collocation
arrangement, so long as BA has had a reasonable amount of time to respond to
Level 3’s request for such information. Upon Level 3’s reasonable request for
additional information relating to its Collocation arrangement, BA shall work
cooperatively and in good faith with Level 3 to supply such information as it
becomes available. 


                    13.6.2
For each Collocation request submitted by Level 3, the Parties shall meet to
develop a set of major milestones for such request. BA and Level 3 shall work
cooperatively to meet such milestones. The Parties shall conduct additional joint
planning meetings if, and, as reasonably required. 


                    13.6.3
After completion of construction, Level 3 and BA will complete an acceptance
walkthrough of all collocated space requested from BA. Exceptions that are
noted during this acceptance walkthrough and mutually agreed to by the Parties
shall be corrected by BA within thirty (30) calendar days after the walkthrough. The
correction of these exceptions from Level 3’s original request for Collocation
shall be at BA’s expense. 


                    13.6.4
Level 3 shall have the right to install all reasonable security measures it
reasonably deems necessary for the protection of facilities within its own
Collocation cage. Such measures shall include, but are not limited to, the
installation of locks or access card readers. Level 3 will ensure that BA has
adequate access to the locked enclosure for the purposes of routine inspections
or emergencies, subject to the applicable BA Tariff provisions governing such
access by BA. 


                    13.6.5
Subject to the applicable BA Tariff bona fide request process, and only to the
extent required by Applicable Law, Level 3 is entitled to a rebuttable
presumption that its requested Collocation arrangement is technically feasible
if any local exchange carrier has deployed such an arrangement in any incumbent
local exchange carrier premises. 


                    13.6.6
Equipment deployed by Level 3 at the BA premises will meet the safety
requirements defined in BA’s NEBS Requirements Document RNSA-NEB-95-0003. BA
shall not impose any equipment safety requirements upon Level 3 that are more
stringent than the requirements it places upon its own equipment, nor shall BA
require that collocated equipment meets NEBS performance requirements. If BA
denies Collocation on safety grounds, it shall provide Level 3 a list that
includes all equipment in the BA premises, together with an affidavit attesting
that this equipment meets or exceeds the relevant safety standard, within five
(5) business days of the denial; provided, however, that the scope of the
equipment BA is required to provide on such a list will be determined in
accordance with Applicable Law. BA may obtain an extension of this interval
upon receipt of written consent from Level 3, which consent shall not
unreasonably be withheld. 


                    13.6.7
Upon written request by Level 3 to utilize a vendor not previously approved or
authorized by BA, BA shall not unreasonably delay consideration of whether BA
shall approve or authorize Level 3 or any entity designated by Level 3 as a
vendor eligible to work in BA premises. Such requests for approval or
authorization shall be considered in a 


32





nondiscriminatory manner
pursuant to published certification or approval standards provided by BA to Level
3. 


14.0 NUMBER PORTABILITY —
SECTION 251(b)(2) 


          14.1
Scope 


The Parties shall provide
Number Portability (“NP”) in accordance with the Act, rules and regulations as
from time to time prescribed by the FCC and the Commission, as applicable, and
applicable industry standards. 


          14.2
Procedures for Providing LNP (“Long-term Number Portability”) 


          The
Parties will follow the LNP provisioning process recommended by the North
American Numbering Council (NANC) and adopted by the FCC. In addition, the
Parties agree to follow the LNP ordering procedures established at the Ordering
and Billing Forum (“OBF”). The Parties shall provide LNP on a reciprocal basis.



                    14.2.1
LNP applies when a Customer of one Party (“Party A”) elects to become a
Customer of the other Party (“Party B”) and also elects 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. After Party B has received
appropriate authorization in accordance with Applicable Law from an end user
Customer and sends an LSR to Party A, Parties A and B will work together to
port the Customer’s telephone number(s) from Party A’s network to Party B’s
network. It is Party B’s responsibility to maintain a file of all such
authorizations. Upon written request from Party A, Party B shall provide a copy
of any such authorization. 


                    14.2.2
When a telephone number is ported out of Party A’s network, Party A will remove
any non-proprietary line based calling card(s) associated with the ported
number(s) from its Line Information Database (“LIDB”). Reactivation of the
line-based calling card in another LIDB, if desired, is the responsibility of
Party B or Party B’s Customer. 


                    14.2.3
When a Customer of Party A ports his or her telephone numbers to Party B and
the Customer has previously secured a reservation of line numbers from Party A
for possible activation at a future point, these reserved but inactive numbers
may be ported along with the active numbers to be ported provided the numbers
have been reserved for the Customer. Party B may request that Party A port all
reserved numbers assigned to the Customer or that Party A port only those
numbers listed by Party B. As long as Party B maintains reserved but inactive
numbers ported for the Customer, Party A shall not reassign those numbers.
Party B shall not reassign the reserved numbers to another end user Customer. 


                    14.2.4
When a Customer of Party A ports his or her telephone numbers to Party B, in
the process of porting the Customer’s telephone numbers, Party A shall
implement the ten-digit trigger feature where it is available. When Party A
receives the porting request, the unconditional 


33





trigger shall be applied to
the Customer’s line before the due date of the porting activity. When the
ten-digit unconditional trigger is not available, Party A and Party B must
coordinate the disconnect activity. 


                    14.2.5
The Parties shall furnish each other with the Jurisdiction Information
Parameter (JIP) in the Initial Address Message (JAM), containing a Local
Exchange Routing Guide (LERG)-assigned NPA-NXX (6 digits) identifying the
originating switch on calls originating from LNP capable switches. 


                    14.2.6
Where LNP is commercially available, the NXXs in the End Office shall be
defined as portable, except as noted
in Section 14.2.7, and translations will be changed in the Parties’ switches to
open those NXXs for database queries in all applicable LNP capable End Offices within the LATA of the given switch(es). On a prospective basis, all newly
deployed switches will be equipped with LNP capability and so noted in the
LERG, pursuant to schedules and requirements, if any, set forth under industry
standards and/or Applicable Law. 


                    14.2.7
All NXXs assigned to LNP capable switches are to be designated as portable
unless an NXX(s) has otherwise been designated as non-portable. Non-portable
NXXs include NXX codes assigned to paging, cellular and wireless services;
codes assigned for internal testing and official use and any other N)0( codes
required to be designated as non-portable by the rules and regulations of the
FCC. NXX codes assigned to mass calling on a choked network may not be ported
using LNP technology but are portable using methods established by the NANC and
adopted by the FCC. On a prospective basis, newly assigned codes in switches
capable of porting shall become commercially available for porting with the
effective date in the network, pursuant to schedules and requirements, if any,
set forth under industry standards and/or Applicable Law. 


                    14.2.8
Both Parties’ use of LNP shall meet the performance criteria specified by the
FCC. Both Parties will act as the default carrier to perform the query for
location routing number for the other Party in the event that either Party is
unable to perform the routing necessary for LNP. 


          14.3
Procedures for Providing NP Through Full NXX Code Migration 


          Where
a Party has activated an entire NXX for a single Customer, or activated at
least eighty percent (80%) of an NXX for a single Customer, with the remaining
numbers in that NXX either reserved for future use by that Customer or
otherwise unused, if such Customer chooses to receive Telephone Exchange
Service from the other Party, the first Party shall cooperate with the second
Party to have the entire NXX reassigned in the LERG (and associated industry
databases, routing tables, etc.) to an End Office operated by the second Party.
Such transfer will be accomplished with appropriate coordination between the
Parties and subject to appropriate industry lead-times for movements of NXXs
from one switch to another. Neither Party shall charge the other in connection
with this coordinated transfer. 


34





15.0 DIALING
PARITY — SECTION 251(b)(3) 


          BA
and Level 3 shall each provide the other with nondiscriminatory access to such
services and information as are necessary to allow the other Party to implement
Dialing Parity for Telephone Exchange Service, operator services, directory
assistance, and directory listing information with no unreasonable dialing
delays, as required under Section 251(b)(3) of the Act. 


16.0 ACCESS TO
RIGHTS-OF-WAY — SECTION 251(b)(4) 


          16.1
To the extent required by Applicable Law and where facilities are available,
each Party (“Licensor”) shall provide the other Party (“Licensee”) access for
purposes of making attachments to the poles, ducts, rights-of-way and conduits
it owns or controls pursuant to any existing or future license agreement
between the Parties. Such access shall be in conformance with 47 U.S.C. § 224
and on terms, conditions and prices comparable to those offered to any other
entity pursuant to each Party’s applicable Tariffs (including
generally-available license agreements). 


          16.2
Licensor shall process all completed license applications for new or additional
attachments, including the performance of a pre-license survey, on a
first-come, first-serve basis as set forth in its applicable Tariff. Licensor
shall make all access determinations in accordance with the requirements of Applicable
Law (including any applicable FCC Regulations), considering such factors as
capacity, safety, reliability and general engineering considerations. Licensor
shall inform Licensee in writing as to whether an application has been granted
(subject to Licensee’s payment for any “make-ready” work that may be required)
or denied within forty-five (45) days of receipt of such application. Where an
application involves an increase in capacity by Licensor, Licensor shall take
reasonable steps to accommodate requests for access in accordance with
Applicable Law. Before denying Licensee access based on lack of capacity,
Licensor shall explore potential accommodations in good faith with Licensee. In
order to facilitate Licensee’s completion of an application, Licensor shall
make commercially reasonable efforts to, within fifteen (15) business days of a
legitimate request identifying the specific geographic area and types and
quantities of required structures, provide Licensee such maps, plats or other
relevant data reasonably necessary to complete the applications described
above, subject to a non-disclosure agreement in form reasonably agreeable to
Licensor. Such requests shall be processed by Licensor on a first-come,
first-serve basis. This exchange of information and records does not preclude
the need for a field survey to verify the location and availability of
structures and rights of way to be used. Licensor shall make commercially
reasonable efforts to meet with or respond to Licensee’s inquiries regarding the
information supplied to it as soon as practicable following receipt of such
request for meeting or inquiry from Licensee. Completion of make-ready work and
attachments shall be in accordance with any existing or future license
agreement between the Parties. 


17.0 NOT
ADOPTED 


35






18.0
COORDINATED SERVICE ARRANGEMENTS 


          18.1
Intercept and Referral Announcements 


          When
a Customer changes its service provider from BA to Level 3, or from Level 3 to
BA, 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 or provide other appropriate information
to the extent known. Referral Announcements shall be provided reciprocally,
free of charge to either the other Party or the Customer to the extent the
providing Party does not charge its own Customers for such service, for a
period of not less than four (4) months after the date the Customer changes its
telephone number in the case of business Customers and not less than sixty (60)
days after the date the Customer changes its telephone number in the case of
residential Customers. 


          18.2
Coordinated Repair Calls 


          Level
3 and BA will employ the following procedures for handling misdirected repair
calls: 


                    18.2.1
Level 3 and BA will educate their respective Customers as to the correct
telephone numbers to call in order to access their respective repair bureaus. 


                    18.2.2
To the extent Party A is identifiable as the correct provider of service to
Customers that make misdirected repair calls to Party B, Party B will
immediately refer the Customers to the telephone number provided by Party A, or
to an information source that can provide the telephone number of Party A, in a
courteous manner and at no charge. In responding to misdirected repair calls,
neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality. 


                    18.2.3
Level 3 and BA will provide their respective repair contact numbers to one
another on a reciprocal basis. 


          18.3
Customer Authorization 


                    18.3.1
Without in any way limiting either Party’s obligations under subsection 27.1,
each Party shall comply with Applicable Law with regard to Customer selection
of a primary Telephone Exchange Service provider. 


                    18.3.2
In the event either Party requests that the other Party install, provide,
change, or terminate a Customer’s Telecommunications Service (including, but
not limited to, a Customer’s selection of a primary Telephone Exchange Service
Provider) and (a) fails to provide documentary evidence of the Customer’s
primary Telephone Exchange Service Provider 


36





selection upon
request, or (b) fails to obtain authorization from the Customer for such
installation, provision, selection, change or termination in accordance with
Applicable Law, then in addition to any other rights or remedies available to
the other Party, the requesting Party shall be liable to the other Party for
all charges that would be applicable to the Customer for the initial change in
the Customer’s Telecommunications Service and any charges for restoring the
Customer’s Telecommunications Service to its Customer-authorized condition,
including to the appropriate primary Telephone Exchange Service provider. 


                    18.3.3
Without in any way limiting Level 3’s obligations under subsection 27.1, Level
3 shall comply with Applicable Law with regard to Customer Proprietary Network
Information, including, but not limited to, 47 U.S.C. § 222. Level 3 shall not
access (including, but not limited to, through BA OSS Services (as defined in
Schedule 12.3) and BA Pre-OSS Services), use, or disclose Customer Proprietary
Network Information made available to Level 3 by BA pursuant to this Agreement
unless Level 3 has obtained any Customer authorization for such access, use and/or
disclosure required by Applicable Law. By accessing, using or disclosing
Customer Proprietary Network Information, Level 3 represents and warrants that
it has obtained authorization for such action from the applicable Customer in
the manner required by Applicable Law and this Agreement. Level 3 shall, upon
request by BA, provide proof of such authorization (including a copy of any
written authorization). 


                    18.3.4
BA shall have the right to monitor and/or audit Level 3’s access to and use
and/or disclosure of Customer Proprietary Network Information that is made
available by BA to Level 3 pursuant to this Agreement to ascertain whether
Level 3 is complying with the requirements of Applicable Law and this Agreement
with regard to such access, use, and/or disclosure. To the extent permitted by
Applicable Law, the foregoing right shall include, but not be limited to, the
right to electronically monitor Level 3’s access to and use of Customer
Proprietary Network Information that is made available by BA to Level 3
pursuant to this Agreement. 


19.0 NOT
ADOPTED 


37





20.0 RATES AND CHARGES;
ASSURANCE OF PAYMENT 


          20.1
Except as provided elsewhere in this Agreement, the rates and charges set forth
in Exhibit A hereto shall apply to the services, facilities, and arrangements
provided hereunder and used for the provision of Telephone Exchange Service and
associated Exchange Access. To the extent that services, facilities or
arrangements are not included in Exhibit A, or the rates and charges therefor
are not set forth in Exhibit A or elsewhere in this Agreement, the providing
Party may charge its applicable, effective and nondiscriminatory Tariff rate
that has been approved or otherwise allowed to go into effect by the Commission
or the FCC. 


          20.2
Notwithstanding Section 20.1 hereof, the rates and charges set forth in Exhibit
A shall be superseded by any new rate or charge when such new rate or charge is
required by any order of the Commission or the FCC, approved by the Commission
or the FCC, or otherwise allowed


38






to go into
effect, provided such new rates or charges are not subject to a stay issued by
any court or regulatory body of competent jurisdiction. Notwithstanding any
other provision of this Agreement, each Party reserves its respective right to
file a complaint with the Commission with respect to the Tariff rates and
charges of the other Party. 


          20.3
Upon request by BA, Level 3 shall, at any time and from time to time, provide
to BA adequate assurance of payment of amounts due (or to become due) to BA
hereunder. Assurance of payment of charges may be requested by BA if Level 3
(a) in BA’s reasonable judgment, at the Effective Date or at any time
thereafter, is unable to demonstrate that it is creditworthy, (b) fails to
timely pay (or fails to give notice of a bona fide dispute pursuant to Section
28.8 hereof with respect to) a bill rendered to Level 3 by BA, (c) in BA’s
reasonable judgment, at the Effective Date or at any time thereafter, does not
have established credit with BA or (d) admits its inability to pay its debts as
such debts become due, has commenced a voluntary case (or has had a case
commenced against it) under the U.S. Bankruptcy Code or any other law relating
to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment
of debts or the like, has made an assignment for the benefit of creditors or is
subject to a receivership or similar proceeding. Unless otherwise agreed by the
Parties, the assurance of payment shall, at BA’s option, consist of (i) a cash
security deposit in U.S. dollars held in an account by BA or (ii) an
unconditional, irrevocable standby letter of credit naming BA as the
beneficiary thereof and otherwise in form and substance satisfactory to BA from
a financial institution acceptable to BA, in either case in an amount equal to
two (2) months anticipated charges (including, without limitation, both
recurring and non-recurring charges), as reasonably determined by BA, for the
services, facilities or arrangements to be provided by BA to Level 3 in connection
with this Agreement. To the extent that BA opts for a cash deposit, the Parties
intend that the provision of such deposit shall constitute the grant of a
security interest pursuant, Article 9 of the Uniform Commercial Code as in effect in any
relevant jurisdiction. If required by an applicable BA Tariff or by Applicable
Law, interest will be paid on any such deposit held by BA at the higher of the
stated interest rate in such Tariff or in the provisions of Applicable Law. BA
may (but is not obligated to) draw on the letter of credit or funds on deposit
in the account, as applicable, upon notice to Level 3 in respect of any amounts
billed hereunder that are not paid within thirty (30) days of the date of the
applicable statement of charges prepared by BA. The fact that a security
deposit or a letter of credit is requested by BA hereunder shall in no way
relieve Level 3 from compliance with BA’s regulations as to advance payments
and payment for service, nor constitute a waiver or modification of the terms
herein pertaining to the
discontinuance of service for nonpayment of any sums due to BA for the
services, facilities or arrangements rendered. 


21.0 INSURANCE



          21.1
Level 3 shall maintain during the term of this Agreement all insurance and/or bonds
required to satisfy its obligations under this Agreement and all insurance
and/or bonds required by Applicable Law, including, without limitation, its
obligations set forth in Section 24 hereof. At a minimum and without
limiting the foregoing covenant, Level 3 shall maintain the following
insurance: 


39









	
  

 	
  

 
	
  

 	
                (a)
 Commercial General Liability Insurance, on an occurrence basis, including but
 not limited to, premises-operations, broad form property damage,
 products/completed operations, contractual liability, independent
 contractors, and personal injury, with limits of at least $2,000,000 combined
 single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
                (b)
 Automobile Liability, Comprehensive Form, with limits of at least $500,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
                (c)
 Excess Liability, in the umbrella form, with limits of at least $10,000,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
                (d)
 Worker’s Compensation Insurance as required by Applicable Law and Employer’s
 Liability Insurance with limits of not less than $1,000,000 per occurrence. 

 
	
  

 	
  

 
	
           21.2
 Level 3 shall name BA as an additional insured on the foregoing insurance,
 except with respect to Worker’s Compensation Insurance. 

 
	
  

 	
  

 
	
           21.3
 Level 3 shall, within two (2) weeks of the date hereof and on a semi-annual
 basis thereafter, furnish certificates or other proof of the foregoing
 insurance acceptable to BA. The certificates or other proof of the foregoing
 insurance shall be sent to: Director - Interconnection Services; Bell
 Atlantic Telecom Industry Services; 1095 Avenue of the Americas; Room 1423;
 New York, NY 10036. In addition, Level 3 shall require its agents,
 representatives, and contractors, if any, that may enter upon the premises of
 BA or BA’s affiliated companies to maintain similar and appropriate insurance
 and, if requested, to furnish BA certificates or other adequate proof of such
 insurance. Certificates furnished by Level 3 or Level 3’s agents,
 representatives, or contractors shall contain a clause stating: “Verizon
 Rhode Island shall be notified in writing at least thirty (30) days prior to
 cancellation of, or any material change in, the insurance.”

 



22.0 PERM AND
TERMINATION. 


	
  

 	
  

 
	
  

 	
                22.1
 This Agreement shall be effective as of the Effective Date and, unless
 cancelled or terminated earlier in accordance with the terms hereof; shall
 continue in effect until September 30, 2002 (the “Initial Term”). Thereafter,
 this Agreement shall continue in force and effect unless and until cancelled
 or terminated as provided in this Agreement. 

 



22.2 Either
Level 3 or BA may terminate this Agreement effective upon the expiration of the
Initial Term or effective upon any date after expiration of the Initial Term by
providing written notice of termination at least ninety (90) days in advance of
the date of termination.


          22.3
Both Level 3 and BA shall have the right to request negotiation of a new
interconnection agreement at any time beginning January 1, 2002. Any such
request must be provided to the other Party in writing and shall be deemed a
request for negotiation under Section 251 of the Act. If either Level 3 or BA
provides notice of termination pursuant to Section 22.2 and on or before the
proposed date of termination either Level 3 or BA has requested negotiation 


40





of a new
interconnection agreement, unless this Agreement is cancelled or terminated
earlier in accordance with the terms hereof, this Agreement shall remain in
effect during the “interim period” beginning on the proposed date of
termination (which date shall not be earlier than September 30, 2002) and
ending on the earlier of. (a) the effective date of a new interconnection
agreement between Level 3 and BA; or, (b) the date one (1) year after the
proposed date of termination; provided, however, that notwithstanding any other
provision in this Agreement, if the Commission, the FCC or a court of competent
jurisdiction should at any time after the date hereof issue or release an
order, or if a federal or state legislative authority should enact a statute,
that by its terms (i) expressly supercedes or modifies existing interconnection
agreements and (ii) specifies a rate or rate structure for reciprocal
compensation, , or access charges that is to apply to Internet Traffic, then
the Parties shall promptly amend this Agreement to reflect the terms of such
order or statute for the foregoing interim period (but, for the avoidance of
any doubt, not for any period prior to the start of such interim period);
provided further that, if such order or statute does not expressly supercede or
modify existing interconnection agreements, then either Party, in its sole
discretion, may elect, on any date from and after the beginning of the
foregoing interim period (but, for the avoidance of any doubt, not prior to the
start of such interim period), to terminate the provisions set forth herein
with thirty (30) days advance written notice to the other Party (it being
understood, for the avoidance of any doubt, that such notice may be provided
(but not yet be effective) prior to the start of such interim period). In the
event either Party elects to exercise its right to terminate the provisions,
then the Parties shall promptly amend this Agreement to reflect the
terms of such order or statute, and any such amendment shall be retroactive to
the effective date of the termination (but, for the avoidance of any doubt,
shall not be retroactive with respect to any period prior to October I, 2002). 


          22.4
If either Level 3 or BA provides notice of termination pursuant to Section 22.2
and by 11:59 PM Eastern Time on the proposed date of termination neither Level
3 nor BA has requested negotiation of a new interconnection agreement, (a) this
Agreement will terminate at 11:59 PM Eastern Time on the proposed date of
termination, and (b) the Services being provided under this Agreement at the
time of termination will be terminated, except to the extent that the
purchasing Party has requested that such Services continue to be provided
pursuant to an applicable Tariff. In any event, should termination of the
Agreement be contemplated pursuant to this Section 22.4, the Parties agree to
take commercially reasonable steps to minimize end user Customer
disruption and to ensure an orderly transition in the provision of services.  


          22.5
If either Party defaults in the payment of any amount due hereunder (that is
not the subject of a bona fide, good faith dispute hereunder), or if either
Party materially violates any other material provision of this Agreement, and
such default or violation shall continue for sixty (60) days after written
notice thereof, the other Party may terminate this Agreement or suspend the
provision of any or all services hereunder by providing written notice to the
defaulting Party. At least twenty-five (25) days prior to the effective date of
such termination or suspension, the other Party must provide the defaulting
Party and the appropriate federal and/or state regulatory bodies with written
notice of its intention to terminate the Agreement or suspend service if the
default is not cured. Notice shall be posted by overnight mail, return receipt
requested. If the defaulting Party cures the default or violation within the
sixty (60) day period, the other Party shall not 


41





terminate the Agreement or
suspend service provided hereunder but shall be entitled to recover all
reasonable costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of the Agreement or the suspension of service provided hereunder. 


23.0 DISCLAIMER OF
REPRESENTATIONS AND WARRAN1IES 


          EXCEPT
AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FACILITIES OR
ARRANGEMENTS PROVIDED HEREUNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE
PARTIES DISCLAIM ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. 


24.0 INDEMNIFICATION 


          24.1
BA agrees to indemnify, defend and hold harmless Level 3 from and against any
and all Losses resulting from any claims, demands, suits, governmental
proceedings, or other actions: 


	
  

 	
  

 
	
  

 	
                (a)
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property of any
 person, arising from transactions or activities relating to this Agreement,
 to the extent such injury, death, damage, destruction or loss, was proximately caused by the negligent or otherwise tortious acts or
 omissions of BA; or 

 
	
  

 	
  

 
	
  

 	
                (b)
 made, instituted, or asserted by BA’s own. Customer(s) against Level 3
 arising out of Level 3’s provision of services to BA under this Agreement
 (except for a Loss as to which Level 3 is obligated to indemnify BA under
 Section 24.2(a)). 

 
	
  

 	
  

 
	
           24.2
 Level 3 agrees to indemnify, defend and hold harmless BA from and against any
 and all Losses resulting from any and all claims, demands, suits,
 governmental proceedings, or other actions: 

 
	
  

 
	
  

 	
                (a)
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property, owned by any person,
 arising from transactions or activities relating to this Agreement, to the
 extent such injury, death, damage, destruction or loss, was proximately
 caused by the negligent or otherwise tortious acts or omissions of Level 3;
 or 

 
	
  

 	
  

 
	
  

 	
                (b)
 made, instituted, or asserted by Level 3’s own Customer(s) against BA arising
 out of BA’s provision of services to Level 3 under this Agreement (except for
 a Loss as to which BA is obligated to indemnify Level 3 under Section
 24.1(a)). 

 


42





          24.3
Nothing in Sections 24.1 and 24.2 shall affect or limit any claims, remedies,
or other actions the indemnifying Party may have against the indemnified Party
under this Agreement, any other contract, any applicable Tariff(s), or
Applicable Law, relating to the indemnified Party’s provision of services,
facilities or arrangements to the indemnifying Party under this Agreement. 


          24.4
A Party’s obligation to indemnify the other Party as provided herein shall be
conditioned upon the following: 


	
  

 	
  

 
	
  

 	
                (a)
 The indemnified Party shall promptly notify the indemnifying Party of any
 action taken against the indemnified Party relating to the indemnification.
 However, the failure to give such notice shall release the Indemnifying Party
 from its obligations under this Section 24.0 only to the extent the failure
 to give such notice has prejudiced the indemnifying Party.

 
	
  

 	
  

 
	
  

 	
                (b)
 The indemnifying Party shall have sole authority to defend any such action,
 including the selection of legal counsel, and the indemnified Party may
 engage separate legal counsel only at the indemnified Party’s sole cost and
 expense. 

 
	
  

 	
  

 
	
  

 	
                (c)
 In no event shall the indemnifying Party settle or consent to any judgment in
 an action without the prior written consent of the indemnified Party, which
 consent shall not be unreasonably withheld. However, in the event the
 settlement or judgment requires a contribution from or affects the rights of
 the indemnified Party, the indemnified Party shall have the right to refuse
 such settlement or judgment and, at its own cost and expense, take over the
 defense against such Loss, provided that in such event the indemnifying Party
 shall not be responsible for, nor shall it be obligated to indemnify the
 indemnified Party against, the Loss for any amount in excess of such refused
 settlement or judgment.

 
	
  

 	
  

 
	
  

 	
                (d)
 The indemnified Party shall, in all cases, assert any and all provisions in
 its Tariffs that limit liability to third parties as a bar to any recovery
 by the third party claimant in excess of such limitation of liability. 

 
	
  

 	
  

 
	
  

 	
                (e)
 The indemnified Party shall offer the indemnifying Party all reasonable cooperation
 and assistance in the defense of any such action.

 



          24.5 Each Party agrees that
it will not implead or bring any action against the other Party or its
affiliates, or any of their respective directors, officers, agents or
employees, based on any claim by any person for personal injury or death that
occurs in the course or scope of employment of such person by the other Party
and that arises out of performance of this Agreement. 


25.0 LIMITATION OF LIABILITY 


          25.1
The liability of either Party to the other Party for damages, claims or other
losses arising out of failure to comply with a direction to install, restore or
terminate facilities, or out of failures, mistakes, omissions, interruptions,
delays, errors, defects or the like (collectively, “Errors”) 


43





occurring in the course of
furnishing any services, arrangements, or facilities hereunder shall be
determined in accordance with the terms of the applicable Tariff(s) of the
providing Party. In the event no Tariff(s) apply, the providing Party’s
liability for such Errors shall not exceed an amount equal to the pro rata applicable
monthly charge for the period in which such Errors occur. Recovery of said
amount shall be the injured Party’s sole and exclusive remedy against the
providing Party for such Errors. 


          25.2 Neither Party shall be
liable to the other Party in connection with the provision or use of services
offered under this Agreement for indirect, incidental, consequential, reliance,
punitive, or like damages, including ,without limitation, damages for lost
profits (collectively, “Consequential Damages”), regardless of the form of
action, whether in contract, warranty, strict liability, tort or otherwise,
including, without limitation, negligence of a Party, 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 hereof. 


26.0 PERFORMANCE STANDARDS
FOR SPECIFIED ACTIVITIES 


          26.1
Performance Standards 


     BA
shall provide Interconnection and unbundled Network Elements, and make its
Telecommunication Services available for resale, all as set forth herein in
accordance with the performance standards set forth in Section 251(c) of the
Act and the FCC Regulations.


          26.2 Performance Reporting 


     26.2.1
To the extent required by the FCC Order in the Application of BELL ATLANTIC
Corporation, Transferee, For Consent to Transfer Control of BELL ATLANTIC
Corporation and its Subsidiaries, NSD-L-96-10, Memorandum Opinion and Order
(August 14, 1997) (“the FCC Merger Order”), BA shall provide Level 3 with the
Performance Monitoring Reports applicable to Level 3 in accordance with the
requirements of said FCC Merger Order. 


	
  

 	
  

 
	
  

 	
             26.2.2
 To the extent required by Appendix D, Section V, “Carrier-to-Carrier
 Performance Plan (Including Performance Measurements),” and Appendix D,
 Attachment A, “Carrier-to-Carrier Performance Assurance Plan,” of the
 Memorandum Opinion and Order In re Application of GTE Corporation,
 Transferor, and BELL ATLANTIC CORPORATION, Transferee, For Consent to
 Transfer Control of Domestic and International Sections 214 and 310
 Authorizations and Application to Transfer Control of a Submarine Cable
 Landing License, CC Docket No. 98-184 (June 16, 2000), BA shall provide
 performance measurement results to Level 3. 

 



                     26.2.3
Level 3 agrees that the performance information included in the Performance
Monitoring Reports and the performance measurement results described in
Sections 26.2.1 and 26.2.2 hereof is confidential and proprietary to BA, and
shall be used by Level 3 solely for internal performance assessment purposes,
for purposes of joint Level 3 and BA assessments of service performance, and
for reporting to the Commission, the FCC, or courts of 


44





competent jurisdiction,
under cover of an agreed-upon protective order, for the sole purpose of
enforcing BA’s obligations hereunder. Level 3 shall not otherwise disclose this
information to third parties. 


27.0 COMPLIANCE WITH LAWS;
REGULATORY APPROVAL 


          27.1
Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement. Each Party shall promptly notify the other Party in
writing of any governmental action that suspends, cancels, withdraws, limits,
or otherwise materially affects its ability to perform its obligations
hereunder. 


          27.2
The Parties understand and agree that this Agreement will be filed with the
Commission and may thereafter be filed with the FCC as an integral part of BA’s application pursuant
to Section 271(d) of the Act. In the event that any one or more of the
provisions contained herein in BA’s reasonable determination is likely to
adversely affect BA’s application pursuant to Section 271(d) of the Act, the
Parties agree to make only the minimum revisions necessary to eliminate the
inconsistency or amend the application-affecting provision(s). 


          27.3
Except as explicitly provided in Sections 4.2.4, 5.7 and 22 of this Agreement,
in the event of a change in Applicable Law that materially affects any material
term of this Agreement, the rights or obligations of either Party hereunder, or
the ability of either Party to perform any material provision hereof, the
Parties shall renegotiate in good faith such affected provisions with a view
toward agreeing to acceptable new terms as may be required or permitted as a
result of such legislative, regulatory, judicial or other legal action. 


          27.4
Except as explicitly provided in Sections 4.2.4, 5.7 and 22 of this Agreement,
notwithstanding anything else herein to the contrary, if, as a result of any decision,
order or determination of any judicial or regulatory authority with
jurisdiction over the subject matter hereof, it is determined that BA is not
required to famish- any service, facility or arrangement, or to
provide any benefit required to be furnished or provided to Level 3 hereunder,
then BA may discontinue the provision of any such service, facility,
arrangement or benefit to the extent permitted by any such decision, order or
determination by providing ninety (90) days prior written notice to Level 3,
unless a different notice period or different conditions are specified in this
Agreement (including, but not limited to, in an applicable Tariff or Applicable
Law) for termination of such service, in which event such specified period
and/or conditions shall apply. 


28.0 MISCELLANEOUS 


          28.1
Authorization 


          28.1.1
BA is a corporation duly organized, validly existing and in good standing under
the laws of the State of Rhode Island and has full power and authority to
execute and deliver this Agreement and to perform the obligations hereunder. 


45





          28.1.2
Level 3 is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. 


          28.1.3
Level 3 represents that it is a certified provider of local exchange services
in the State of Rhode Island. 


          28.2
Independent Contractor; Disclaimer of Agency 


          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. 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. 


          28.3
Force Majeure 


          Neither
Party shall be responsible for delays or failures in performance resulting from
acts or occurrences beyond the reasonable control of such Party, including,
without limitation: adverse weather conditions, fire, explosion, power failure,
acts of God, war, revolution, civil commotion, or acts of public enemies; any
law, order, regulation, ordinance or requirement of any governmental or legal
body; labor unrest, including, without limitation, strikes, slowdowns,
picketing or boycotts; or delays caused by the other Party or by other service
or equipment vendors beyond the Party’s reasonable control; or any other acts
or occurrences beyond the Party’s reasonable control (the fact that a
particular delay or failure in performance was foreseen or foreseeable not
necessarily being indicative or non-indicative of whether or not the act or
occurrence was within
a Party’s reasonable control) (any of the foregoing, a “Force Majeure Event”).
In such event, the nonperforming Party shall, upon giving prompt notice to the
other Party, be excused from such performance on a day-to-day basis to the
extent of such interference (and the other Party shall likewise be excused from
performance of its obligations on a day-to-day basis to the extent such Party’s
obligations relate to the performance so interfered with). The non-performing
Party shall use its commercially reasonable efforts to avoid or remove the
cause(s) of non-performance and both Parties shall proceed to perform with
dispatch once the cause(s) are removed or cease. Notwithstanding the above, in
no case shall a Force Majeure Event excuse either Party from the obligation to
pay money when due under this Agreement, nor require the non-performing Party
to settle any labor dispute except as the non-performing Party, in its sole
discretion, determines appropriate. Each Party 


46





agrees to treat the other in
parity with the manner in which it treats itself and any other entities with regard
to a Force Majeure Event 


          28.4
Confidentiality 


                    28.4.1
All information, including but not limited to specifications, microfilm,
photocopies, magnetic disks, magnetic tapes, drawings, sketches, models,
samples, tools, technical information, data, employee records, maps, financial
reports, and market data, that is furnished by one Party to the other Party and
that: 


	
  

 	
  

 
	
  

 	
 (a) contains customer
 specific, facility specific, or usage specific information, other than
 customer information communicated for the purpose of publication or directory
 database inclusion, or 

 
	
  

 	
  

 
	
  

 	
 (b) is in written,
 graphic, electromagnetic, or other tangible form and marked at the time of
 delivery as “Confidential” or “Proprietary,” or 

 
	
  

 	
  

 
	
  

 	
 (c) is communicated orally
 and declared to the receiving Party at the time of delivery, and by written
 notice given to the receiving Party within ten (10)
 days after delivery, to be “Confidential” or ‘Proprietary” (collectively
 referred to as ‘Proprietary Information”), shall remain the property of the
 disclosing Party. 

 
	
  

 	
  

 
	
                     28.4.2
 Each Party shall keep all of the other Party’s Proprietary Information
 confidential in the same manner it holds its own Proprietary Information
 confidential (which in all cases shall be no less than in a commercially
 reasonable manner) and shall use the other Party’s Proprietary Information
 only for performing the covenants contained in this Agreement. Neither Party
 shall use the other Party’s Proprietary Information for any other purpose
 except upon such terms and conditions as may be agreed upon between the
 Parties in writing or to enforce its rights hereunder (provided that the
 Party wishing to disclose the other Party’s Proprietary Information submits
 the same to the Commission, the FCC or courts of competent jurisdiction, as
 applicable, under a request for a protective order). 

 
	
  

 
	
                     28.4.3
 Unless otherwise agreed, the obligations of confidentiality and non-use set
 forth in this Agreement do not apply to such Proprietary Information that:

 
	
  

 	
  

 
	
  

 	
 (a) was, at the time of
 receipt, already known to the receiving Party free of any obligation to keep
 it confidential as evidenced by written records prepared prior to delivery by
 the disclosing Party; or 

 
	
  

 	
  

 
	
  

 	
 (b) is or becomes publicly
 known through no wrongful act of the receiving Party; or 

 
	
  

 	
  

 
	
  

 	
 (c) is rightfully received
 from a third person having no direct or indirect secrecy or confidentiality
 obligation to the disclosing Party with respect to such information; or 

 


47









	
  

 	
  

 
	
  

 	
 (d) is independently
 developed by an employee, agent, or contractor of the receiving Party that is
 not involved in any manner with the provision of services pursuant to this
 Agreement and does not have any direct or indirect access to the Proprietary
 Information; or 

 
	
  

 	
  

 
	
  

 	
 (e) is approved for
 release by written authorization of the disclosing Party; or 

 
	
  

 	
  

 
	
  

 	
 (f) is required to be made
 public by the receiving Party pursuant to Applicable Law, provided that the
 receiving Party shall have made commercially reasonable efforts to give
 adequate notice of the requirement to the disclosing Party in order to enable
 the disclosing Party to seek protective orders. 

 



                    28.4.4
Following termination or expiration of this Agreement, and upon request by the
disclosing Party, the receiving Party shall return all tangible copies of
Proprietary information, whether written, graphic, electromagnetic or
otherwise, except that the receiving Party may retain one copy for archival purposes only. 


                    28.4.5
Notwithstanding any other provision of this Agreement, the provisions of this
Section 28.4 shall apply to all Proprietary information furnished by either Party
to the other in furtherance of the purpose of this Agreement, even if furnished
before the Effective Date. 


                    28.4.6
The Parties’ obligations with respect to Proprietary information under this
Section 28 shall not last beyond any time limitations therefor mandated under
State law. 


          28.5
Choice of Law 


          The
construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the laws of the state in which
this Agreement is to be performed, except for its conflicts of laws provisions.
In addition, insofar as and to the extent federal law may apply, federal law
will control. 


          28.6
Taxes 


                    28.6.1
In General. With respect to any purchase hereunder of services, facilities or
arrangements, if any federal, state or local tax, fee, surcharge or other
tax-like charge (a “Tax”) is required or permitted by Applicable Law to be
collected from the purchasing Party by the providing Party, then (i) the
providing Party shall properly bill the purchasing Party for such Tax, (ii) the
purchasing Party shall timely remit such Tax to the providing Party and (iii)
the providing Party shall timely remit such collected Tax to the applicable
taxing authority. 


                    28.6.2
Taxes Imposed, on the Providing Party. With respect to any purchase hereunder
of services, facilities or arrangements, if any federal, state or local Tax is
imposed by Applicable Law on the receipts of the providing Party, and such
Applicable Law permits the providing Party to exclude certain receipts received
from sales for resale to a public utility, distributor, telephone company,
local exchange carrier, telecommunications company or other 


48





communications
company (“Telecommunications Company”), such exclusion being based solely on
the fact that the purchasing Party is also subject to a tax based upon receipts
(“Receipts Tax”), then the purchasing Party (i) shall provide the providing
Party with notice in writing in accordance with Section 28.6.6 of this
Agreement of its intent to pay the Receipts Tax and (ii) shall timely pay the
Receipts Tax to the applicable tax authority. 


                    28.6.3
Taxes Imposed on Customers. With respect to any purchase hereunder of services,
facilities or arrangements that are resold to a third party, if any federal,
state or local Tax is imposed by Applicable Law on the subscriber, end-user,
Customer or ultimate consumer (“Subscriber”) in connection with any such
purchase, which a Telecommunications Company is required to impose and/or
collect from a Subscriber, then the purchasing Party (i) shall be required to
impose and/or collect such Tax from the Subscriber and (ii) shall timely remit
such Tax to the applicable taxing authority. 


                    28.6.4
Liability for Uncollected Tax, Interest and Penalty. If the providing Party has
not received an exemption certificate and fails to collect any Tax as required
by Section 28.6.1, then, as between the providing Party and the purchasing
Party, (i) the purchasing Party shall remain liable for such uncollected Tax
and (ii) the providing Party shall be liable for any interest assessed thereon
and any penalty assessed with respect to such uncollected Tax by such
authority. If the providing Party properly bills the purchasing Party for any
Tax but the purchasing Party fails to remit such Tax to the providing Party as
required by Section 28.6.1, then, as between the providing Party and the
purchasing Party, the purchasing Party shall be liable for such uncollected Tax
and any interest assessed thereon, as well as any penalty assessed with respect
to such uncollected Tax by the applicable taxing authority. If the providing
Party does not collect any Tax as required by Section 28.6.1 because the
purchasing Party has provided such providing Party with an exemption
certificate that is later found to be inadequate by a taxing authority, then,
as between the providing Party and the purchasing Party, the purchasing Party
shall be liable for such uncollected Tax and any interest assessed thereon, as
well as any penalty assessed with. respect to such uncollected Tax by the
applicable taxing authority. If the purchasing Party fails to pay the Receipts
Tax as required by Section 28.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed
on its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or collect
any Tax from Subscribers as required by Section 28.6.3, then, as between the
providing Party and the purchasing Party, the purchasing Party shall remain
liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. With respect to any Tax that the purchasing Party has agreed
to pay, or is required to impose on and/or collect from Subscribers, the
purchasing Party agrees to indemnify and hold the providing Party harmless on
an after-tax basis for any costs incurred by the providing Party as a result of
actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully
with the Party being audited in order to respond to any audit 


49





inquiries in a
proper and timely manner so that the audit and/or any resulting controversy may
be resolved expeditiously. 


                    28.6.5
Tax Exemptions and Exemption Certificates. If Applicable Law clearly exempts a
purchase hereunder from a Tax, and if such Applicable Law also provides an
exemption procedure, such as an exemption-certificate requirement, then, if the
purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in Section 28.6.6. If Applicable Law
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Applicable
Law which clearly allows such exemption and (ii) supplies the providing Party
with an indemnification agreement, reasonably acceptable to the providing Party
(.g., an agreement commonly used in the industry), which holds the providing
Party harmless on an after-tax basis with respect to its forbearing to collect
such Tax. 


                    28.6.6
If any discount or portion of a discount in price provided to Level 3 under
this Agreement (including, but not limited to, a wholesale discount provided
for in Exhibit A) is based on anticipated Tax savings to BA because it was
anticipated that receipts from sales of BA services that would otherwise be
subject to a Tax on such receipts could be excluded from such Tax under
Applicable Law because the BA services would be sold to Level 3 for resale, and
BA is, in fact, required by Applicable Law to pay such Tax on receipts from
sales of BA services to Level 3, then, as between BA and Level 3, Level 3 shall
be liable for, and shall indemnify and hold harmless BA against (on an
after-tax basis), any such Tax and any interest and/or penalty assessed by the
applicable taxing authority on either Level 3 or BA with respect to the Tax on
BA’s receipts. 


                    28.6.7
All notices, affidavits, exemption-certificates or other communications
required or permitted to be given by either Party to the other, for purposes of
this Section 28.6, shall be made in writing and shall be delivered in person or
sent by certified mail, return receipt requested, or registered mail, or a
courier service providing proof of service, and sent to the addressees set
forth in Section 28.10 as well as to the following: 


	
  

 	
  

 	
  

 
	
  

 	
 To Bell
 Atlantic:

 	
 Tax
 Administration

 
	
  

 	
  

 	
 Bell
 Atlantic Corporation

 
	
  

 	
  

 	
 1095 Avenue
 of the Americas

 
	
  

 	
  

 	
 Room 3109

 
	
  

 	
  

 	
 New York, NY
 10036

 
	
  

 	
  

 	
  

 
	
  

 	
 To Level 3:

 	
 Director of
 Tax Administration

 
	
  

 	
  

 	
 Level 3
 Communications, LLC

 
	
  

 	
  

 	
 1025
 Eldorado Blvd.

 
	
  

 	
  

 	
 Broomfield,
 CO 80021

 


50






Either Party
may from time to time designate another address or other addressees by giving
notice is accordance with the terms of this Section 28.6. Any notice or other
communication shall be deemed to be given when received. 


          28.7
Assignment 


          Neither
Party may assign this Agreement or any of its rights or obligations hereunder
to a third party without the written consent of the other Party; provided,
however, that either Party may assign. this Agreement to an affiliate, without
the other Party’s prior written consent (but with written notice thereof to the
other Party), upon the provision of reasonable evidence by the proposed
assignee that it has the resources, ability, and authority to provide
satisfactory performance under this Agreement, and provided further that the
proposed assignee is in good standing with the other Party. Any assignment or
delegation in violation of this subsection 29.7 shall be void and ineffective
and constitute a default of this Agreement. For the purposes of this Section,
the term “affiliate” shall mean any entity that controls, is controlled by, or
is under common control with the assigning Party. The forgoing shall not be
construed to prevent a Party from granting a security interest in this
Agreement. 


          28.8
Billing and Payment; Disputed Amounts 


                    28.8.1
Except as may otherwise be provided in this Agreement, each Party shall submit
on a monthly basis an itemized statement of charges incurred by the other Party
during the preceding month(s) for services, facilities or arrangements provided
hereunder. Payment of amounts billed under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, on the later of (a) thirty (30) days following the date
of such statement, or (b) twenty (20) days from the date of receipt of such
statement. 


                    28.8.2
Although it is the intent of both Parties to submit timely and accurate
statements of charges, failure by either Party to present statements to the
other Party in a timely manner shall not constitute a breach or default, or a
waiver of the right to payment of the incurred charges, by the billing Party
under this Agreement, and the billed Party shall not be entitled to dispute the
billing Party’s statement(s) based on such Party’s failure to submit them in a
timely fashion. 


                    28.8.3
If any portion of an amount due to a Party (the “Billing Party”) under this
Agreement is subject to a bona fide dispute between the Parties, the Party billed (the
“Non-Paying Party”) shall within sixty (60) days of its receipt of the invoice
containing such disputed amount give notice to the Billing Party of the amounts
it disputes (“Disputed Amounts”) and include in such notice the specific
details and reasons for disputing each item. The Non-Paying Party shall pay
when due (i) all undisputed amounts to the Billing Party and (ii) all Disputed
Amounts into an interest bearing escrow account with a third party escrow agent
mutually agreed upon by the Parties. 


51






                    28.8A
If the Parties are unable to resolve the issues related to the Disputed Amounts
in the normal course of business within thirty (30) 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.



                    28.8.5
If the Parties are unable to resolve issues related to the Disputed Amounts within thirty (30) days after the
Parties’ appointment of designated representatives pursuant to Section 28.8.4,
or if either Party fails to appoint a designated representative within thirty
(30) days of the end of the thirty (30) day period referred to Section 28.8.4,
then either Party may file a complaint with the Commission or any other
authority of competent jurisdiction to resolve such issues or proceed with any
other remedy pursuant to law or equity. 


                    28.8.6
The Parties agree that all negotiations pursuant to this Section 28.8 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. 


                    28.8.7
Charges which are not paid by the due date stated on BA’s bill shall be subject
to a late payment charge. The late payment charge shall be an. amount specified
by BA which shall not exceed a rate of one and one half percent (1 1/12%) of
the overdue amount (including any unpaid previously billed late payment
charges) per month. 


          28.9
Dispute Resolution 


          Except
as otherwise provided in this Agreement, any dispute between the Parties
regarding the interpretation or enforcement of this Agreement or any of its
terms shall be addressed by good faith attempts at conducting good faith
negotiation between the Parties, in the first instance. Should such
negotiations fail to resolve any dispute under this Agreement in a reasonable
time (given, among other things, the circumstances giving rise to the dispute, the
scope of perceived harm to the Parties, and the perceived threat to the
services provided to Customers), either Party may initiate an appropriate
action in any regulatory or judicial forum of competent jurisdiction. 


          28.10
Notices 


          Except
as otherwise provided in this Agreement, 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: 


52









	
  

 	
  

 
	
  

 	
 To Level 3:

 
	
  

 	
  

 
	
  

 	
 Level 3
 Communications, LLC

 
	
  

 	
 Tony
 Sachefti, Direcor-Interconnection Services

 
	
  

 	
 1025
 Eldorado Blvd.

 
	
  

 	
 Broomfield,
 CO 80021

 
	
  

 	
 Tel.: (720)
 888-1000

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Michael R.
 Romano, Esq.

 
	
  

 	
 Level 3
 Communications, LLC

 
	
  

 	
 1025
 Eldorado Blvd.

 
	
  

 	
 Broomfield,
 CO 80021

 
	
  

 	
 Facsimile:
 (720) 888-5134

 
	
  

 	
  

 
	
  

 	
 To BA:

 
	
  

 	
  

 
	
  

 	
 Director -
 Interconnection Services

 
	
  

 	
 Bell
 Atlantic Telecom Industry Services

 
	
  

 	
 1095 Avenue
 of the Americas

 
	
  

 	
 Room 1423

 
	
  

 	
 New York, NY
 10036

 
	
  

 	
 Facsimile:
 212/704-4381

 
	
  

 	
  

 
	
  

 	
 with copies
 to:

 
	
  

 	
  

 
	
  

 	
 VERIZON

 
	
  

 	
 1095 Avenue
 of Americas

 
	
  

 	
 40th Floor

 
	
  

 	
  

 
	
  

 	
 New York, NY
 10036

 
	
  

 	
 Attn:
 General Counsel

 
	
  

 	
 Facsimile:
 (212) 597-2560

 
	
  

 	
 Associate
 General Counsel — Telecom

 
	
  

 	
 1320 N.
 Court House Road

 
	
  

 	
 8th
 Floor

 
	
  

 	
  

 
	
  

 	
 Arlington,
 VA 22201

 
	
  

 	
 Facsimile:
 703/974-0744

 



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. 


53






          28.11
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. 


          28.12
No Third Party Beneficiaries 


          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. 


          28.13
No Licenses 


                    28.13.1
Nothing in this Agreement shall be construed as the grant of a license with
respect to any patent, copyright, trademark, trade name, trade secret or any
other proprietary or intellectual property now or hereafter owned, controlled
or licensable by either Party. Neither Party may use any patent, copyrightable
materials, trademark, trade name, trade secret or other intellectual property
right of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights. 


                    28.13.2
Except as may be required under Section 28.13.4 hereof, neither Party shall
have any obligation to defend, indemnify or hold harmless, or acquire any
license or right for the benefit of, or owe any other obligation or have any
liability to, the other Party or its Customers based on or arising from any
claim, demand, or proceeding by any third party alleging or asserting that the
use of any circuit, apparatus, or system, or the use of any software, or the
performance of any service or method, or the provision of any facilities by
either Party under this Agreement, alone or in combination with that of the
other Party, constitutes direct, vicarious or contributory infringement or
inducement to infringe, misuse or misappropriation of any patent, copyright,
trademark, trade secret, or any other proprietary or intellectual property
right of any Party or third party. Each Party, however, shall offer to the
other reasonable cooperation and assistance in the defense of any such claim. 


                    28.13.3
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT
NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR
IMPLIED, THAT THE USE BY EACH PARTY OF THE OTHER’S FACILITIES, ARRANGEMENTS, OR
SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF
INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT. 


                    28.13.4
Level 3 agrees that the rights granted by BA hereunder shall, where applicable,
be subject to the restrictions, if any, contained in any current software
license agreements between BA and BA’s software vendors. If BA asserts any such
restrictions, BA shall provide written notice thereof to Level 3, and upon
receipt of written request by Level 3, BA


54






shall provide
a copy of the applicable restrictive provisions in the subject license
agreement(s), except to the extent that BA is prohibited from doing so by a
confidentiality obligation; provided, however, that in the case of such a
confidentiality obligation, BA shall exercise commercially reasonable best
efforts to make a copy of the subject license agreement(s) available to Level
3, although in no event shall BA be required to expend funds or undertake any
additional obligations to make such information available to Level 3. Level 3
acknowledges that functions and features made available to it hereunder through
the use of third party proprietary products may involve additional terms and
conditions and/or separate licensing to Level 3; provided, however, BA agrees
that it shall comply with the requirements, if any, of Applicable Law with
respect to making efforts to secure intellectual property rights from third
parties necessary for Level 3 to make use of BA services and facilities. 


          28.14
Technology Upgrades 


          Notwithstanding
any other provision of this Agreement, BA shall have the right to deploy,
upgrade, migrate and maintain its network at its discretion. The Parties
acknowledge that BA, at its election, may deploy fiber throughout its network
and that such fiber deployment may inhibit or facilitate Level 3’s ability to
provide service using certain technologies. Nothing in this Agreement shall
limit BA’s ability to upgrade its network through the incorporation of new
equipment, new software or otherwise. Level 3 shall be solely responsible for
the cost and effort of accommodating such changes in its own network. BA shall,
however, notify Level 3 in writing of any technology upgrades that would
materially affect BA’s provision of services or facilities hereunder, as soon
as reasonably possible after the decision is made to implement such upgrades,
so that Level 3 will have reasonable time to make alternative arrangements as
necessary. In no event shall such notice be less than sixty (60) days in
advance of the upgrade to be implemented by BA. 


          28.15
Survival 


          The
Parties’ obligations under this Agreement which by their nature are intended to
continue beyond the termination or expiration of this Agreement (including, without
limitation, the obligation to pay amounts owed hereunder (to include
indemnification obligations) and the obligation to protect the other Party’s
Proprietary Information) shall survive the termination or expiration of this
Agreement. 


          28.16
Entire Agreement 


          The
terms contained in this Agreement and any Schedules, Exhibits, Tariffs and
other documents or instruments referred to herein that are incorporated into
this Agreement by this reference constitute the entire agreement between the
Parties with respect to the subject matter hereof, and supersede any and all
understandings, proposals and other communications, oral or written regarding
such subject matter that have been made or entered into prior to the effective
date hereof, November 1, 2000. 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


55






form
documents, purchase orders, quotations, acknowledgments, invoices or other communications. 


          28.17
Counterparts 


          This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument. 


          28.18
Modification, Amendment, Supplement, or Waiver 


          No
modification, amendment, supplement to, or waiver of the Agreement or any of
its provisions shall be effective and binding upon the Parties unless it is
made in writing and duly signed by the Parties. A failure or delay of either
Party to enforce any of the provisions hereof, to exercise any option which is
herein provided, or to require performance of any of the provisions hereof
shall in no way be construed to be a waiver of such provisions or options. 


          28.19
Successors and Assigns 


          This
Agreement shall be binding on and inure to the benefit of the Parties and their
respective legal successors and permitted assigns. 


          28.20
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. 


          28.21
Cooperation With Law Enforcement 


          BA
may cooperate with law enforcement authorities to the full extent required or
permitted by Applicable Law in matters related to services provided by BA
hereunder, including, but not limited to, the production of records; the
establishment of new lines or the installation of new services on an existing
line in order to support law enforcement operations; and the installation of
wiretaps, trap-or-trace devices and pen registers. BA shall not have the
obligation to inform the Customers of Level 3 of such law enforcement
requirements, except to the extent required by Applicable Law. BA will inform
Level 3 of such law enforcement requirements, unless an appropriate governmental
authority requests that notice to Level 3 be withheld, or such disclosure is
otherwise inconsistent with Applicable Law. Where a law enforcement requirement
relates to the establishment of new lines (including, but not limited to, lines
established to support interception of communications on other lines), or the
installation of services on existing lines, BA may take measures to prevent
CLECs from obtaining access to information concerning such lines or services
through operations support system interfaces, whenever an appropriate
governmental authority so requests. A requirement that the existence of the
lines or services not be disclosed shall be interpreted as including a
requirement to block access to information concerning the lines or services through
operations support system interfaces. BA will not be


56






liable to any
person for any economic harm, personal injury, invasion of any right of
privacy, or any other harm, loss or injury, caused or claimed to be caused,
directly or indirectly, by actions taken by BA to block, or by its failure to
block, access to information concerning particular lines or services through
operations support systems interfaces or otherwise. 


          28.22
CLEC Certification 


          Notwithstanding
any other provision of this Agreement, BA shall have no obligation to perform
under this Agreement until such time as Level 3 has obtained a Certificate of
Public Convenience and Necessity (CPCN) or such other Commission authorization
as may be required by law as a condition for conducting business in Rhode
Island as a local exchange carrier. 


          28.23
Section 252(i) 


          Except
as set forth in Section 5.7.3 hereof, nothing in this Agreement shall be
construed to prevent either Party from exercising any rights it may hold under
Section 252(i) of the Act. Except as set forth in Section 5.73 hereof, nothing
in this Agreement shall be construed to excuse either Party from any
obligations it may bear under Section 252(i) of the Act. 


57






          IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of this 1st day of November, 2000. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LEVEL 3
 COMMUNICATIONS, LLC

 	
  

 	
 VERIZON
 RHODE ISLAND 

 
	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

 	
  

 	
  

 	
 Printed:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 


58






SCHEDULE 4.0 


NETWORK INTERCONNECTION SCHEDULE

 Rhode Island RESIDENTIAL SERVICES 


	
  

 	
  

 	
  

 
	
 LATA

 	
 LP SITE

 	
 CLLI CODE
 REFERENCE

 
	
  

 	
  

 	
  

 
	
 Level 3 IPs

 	
  

 	
  

 
	
 LATA 130

 	
 BA Tandem —
 Providence

 	
 PRVDRIWANT

 
	
 BA LPs

 	
  

 	
  

 



The BA
terminating End Office serving the BA Customer or the BA Tandem subtended by
the terminating End Office serving the BA Customer 


59






SCHEDULE 4.2 


INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC 


          Each
Party shall provide the other Party with Interconnection to its network at the
following points for transmission, routing and termination subject to the
availability of facilities. Compensation for such facilities will be as set
forth in Exhibit A or as provided elsewhere herein. 


          1.
For the termination of Local
Traffic,                     
                        or
Toll Traffic originated by one Party’s Customer and terminated to the other
Party’s Customer, at the points set forth in Section 4 of the main body of the
Agreement. 


          2.
For the termination of Meet Point Billing Traffic from an IXC to: 


                    (a)
Level 3, at the Level 3-IP in LATA in which the Traffic is to terminate. 


                    (b)
BA, at the BA-IP in LATA in which the Traffic is to terminate. 


          3.
For the termination of Transit Traffic from an ITC, wireless carrier, or other
CLEC to: 


                    (a)
Level 3, at the Level 3-IP in which the Traffic is to terminate. 


                    (b)
BA, at the BA-IP in LATA in which the Traffic is to terminate. 


          4.
For 911/E911 traffic originated on Level 3’s network, at the PSAP in areas
where only Basic 911 service is available, or at the BA 911/E911 Tandem Office
serving the area in which the Level 3Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements. 


          5.
For Directory Assistance (411 or NPA-555-1212) traffic, at the applicable BA
operator services Tandem Office. 


          6.
For Operator Services (call completion) traffic, at the applicable BA operator
services Tandem Office. 


          7.
For BLV/BLVI traffic, at the terminating Party’s operator services Tandem
Office. 


60






          8.
For SS7 signaling originated by: 


                    (a)
Level 3, at mutually agreed-upon Signaling Point of Interconnection(s) (“SPOI”)
in the LATA in which the Local
Traffic,                   
                          or
Toll Traffic originates, over CCSAC links provisioned in accordance with Bellcore
GR-905 and Bell Atlantic Supplement Common Channel Signaling Network Interface
Specification (BA 905). 


                    (b)
BA, at mutually agreed-upon SPOIs in the LATA in which the Local
Traffic,                     
                        or
Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905. 


Alternatively,
either Party may elect to interconnect for SS7 signaling through a commercial
SS7 hub provider. 


          9.
For toll free service access code (e.g., 800/888/877) database inquiry traffic,
at any BA Signaling Transfer Point in the LATA in which the originating Level
3Wire Center is located, over a CCSAC link. Alternatively, Level 3may elect to
interconnect through a commercial SS7 hub provider. 


          10.
For Line Information Database (“LIDB”) inquiry traffic, at any BA Signaling
Transfer Point in the LATA in which the LIDB is located, over a CCSAC link.
Alternatively, Level 3may elect to interconnect through a commercial SS7 hub
provider. 


          11.
For any other type of traffic, at reasonable points to be agreed upon by the
Parties, based on the network architecture of the terminating Party’s network. 


61






SCHEDULE 5.6 


APPLICABLE FACTORS for Rhode Island 


PIU and PLU
factors may be reported at the state or LATA level. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FOR
 TRAFFIC

 ORIGINATING

 FROM:

 	
  

 	
 AND

 TERMINATING

 TO:

 	
  

 	
 LATA

 	
  

 	
 PIU (%)

 	
  

 	
 FLU (%)

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 BA

 	
  

 	
 Level 3

 	
  

 	
 ALL

 	
  

 	
 0

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Level 3

 	
  

 	
 BA

 	
  

 	
 ALL

 	
  

 	
 10

 	
  

 	
 80

 



CUSTOMER: Level 3 


	
  

 	
  

 
	
 STATE:

 	
 Rhode Island 

 






	
  

 	
  

 	
  

 
	
 BILLING CONTACT NAME:

 	
  

 	
 ________________________

 
	
  

 	
  

 	
  

 
	
 BILLING CONTACT NUMBER:

 	
  

 	
 ________________________

 
	
  

 	
  

 	
  

 
	
 BILLING CONTACT ADDRESS: 

 	
  

 	
 ________________________

 






	
  

 	
  

 	
  

 
	
 Level 3 ACNA to be used when

 	
  

 	
  

 
	
 ordering Interconnections Trunks: Level 3 CIC to be used when

 	
  

 	
 ______________

 
	
 ordering Interconnection Trunks: 

 	
  

 	
 ______________

 


62






SCHEDULE 6.3 


RATE ELEMENTS UNDER MEET POINT BILLING 


Interstate Access - Terminating to or originating from Level
3 Customers 


	
  

 	
  

 	
  

 
	
 Rate Element

 	
  

 	
 Billing Company

 
	

 


 	

 


 	

 


 
	
 Carrier
 Common Line

 	
  

 	
 Level 3

 
	
 Local
 Switching

 	
  

 	
 Level 3

 
	
 Interconnection
 Charge

 	
  

 	
 Level 3

 
	
 Local
 Transport Facility/

 	
  

 	
  

 
	
 Tandem Switched Transport Per Mile

 	
  

 	
 Based on
 negotiated billing percentage (BIP)

 
	
 Tandem
 Switching

 	
  

 	
 BA

 
	
 Local
 Transport Termination/

 	
  

 	
  

 
	
 Tandem Switched Transport Fixed

 	
  

 	
 BA

 
	
 Entrance
 Facility

 	
  

 	
 BA

 
	
 800 Database
 Query

 	
  

 	
 Party that performs query

 
	
  

 	
  

 	
  

 
	
 Intrastate
 Access - Terminating to or originating from Level 3 Customers

 
	
  

 
	
 Rate
 Element

 	
  

 	
 Billing
 Company

 
	

 


 	

 


 	

 


 
	
 Carrier
 Common Line

 	
  

 	
 Level 3

 
	
 Local
 Switching

 	
  

 	
 Level 3

 
	
 Interconnection
 Charge

 	
  

 	
 Level 3

 
	
 Local Transport
 Facility/

 	
  

 	
  

 
	
 Tandem Switched Transport Per Mile

 	
  

 	
 Based on
 negotiated billing percentage (BIP)

 
	
 Tandem
 Switching

 	
  

 	
 BA

 
	
 Local
 Transport Termination/

 	
  

 	
  

 
	
 Tandem Switched Transport Fixed

 	
  

 	
 BA

 
	
 Entrance
 Facility

 	
  

 	
 BA

 
	
 800 Database
 Query

 	
  

 	
 Party that
 performs query

 


63






SCHEDULE 11.3 


ACCESS TO NETWORK INTERFACE DEVICE 


          1.
Due to the wide variety
of NIDs utilized by BA (based on Customer size and environmental
considerations), Level 3 may access the Customer’s Inside Wire by any of the
following means:


                    (a)
Where an adequate length of Inside Wire is present and environmental conditions
permit, Requesting Carrier may remove the Inside Wire from BA’s NID and connect
that wire to Level 3’s NID; 


                    (b)
Enter the Customer access chamber or “side” of “dual chamber” NID enclosures
for the purpose of extending a connecterized or spliced jumper wire from the
Inside Wire through a suitable “punch-out” hole of such NID enclosures; 


                    (c)
Request BA to make other rearrangements to the Inside Wire terminations or
terminal enclosure on a time and materials cost basis to be charged to the
requesting party (i.e., Level 3, its agent, the building owner or
the Customer). 


          2.
If Level 3 accesses the Customer’s Inside Wire as described in Paragraph 1(c)
above, the Tariffed time and materials charges will be billed to the requesting
party (i.e., Level 3, the building owner or the Customer). 


          3.
In no case shall Level 3 remove or disconnect BA’s loop facilities from BA’s
NIDs, enclosures, or protectors. 


          4.
In no case shall Level 3 remove or disconnect ground wires from BA’s NIDs,
enclosures, or protectors. 


          5.
In no case shall Level 3 remove or disconnect NID modules, protectors, or
terminals from BA’s NID enclosures. 


          6.
Maintenance and control of premises wiring (Inside Wire) is the responsibility
of the Customer. Any conflicts between service providers for access to the
Customer’s Inside Wire must be resolved by the Customer. 


          7.
Due to the wide variety of NID enclosures and outside plant environments, BA
will work with Level 3 to develop specific procedures to establish the most
effective means of implementing this Schedule 11.3. 


64






SCHEDULE 11.4 


UNBUNDLED SWITCHING ELEMENTS


Local Switching 


                              The
unbundled local Switching Elements include Line Side and Trunk Side facilities
(.g. line and Trunk Side Ports such as analog and ISDN Line Side Ports and DS1
Trunk Side Ports) plus the features, functions, and capabilities of the switch.
It consists of the line-side Port (including connection between a loop termination
and a switch line card, telephone number assignment, basic intercept, one
primary directory listing, presubscription, and access to 911, operator
services, and directory assistance), line and line group features (including
all vertical features and line blocking options that the switch and its
associated deployed switch software is capable of providing and are currently
offered to BA’s local exchange Customers), usage (including the connection of
lines to lines, lines to trunks, trunks to lines, and trunks to trunks), and
trunk features (including the connection between the trunk termination and a
trunk card).


          BA
shall offer, as an optional chargeable feature, daily usage tapes. Level 3 may
request activation or deactivation of features on a per-port basis at any time,
and shall compensate BA for the non-recurring charges associated with
processing the order. Level 3 may submit a Bona Fide Request for other switch
features and functions that the switch is capable of providing, but which BA
does not currently provide, or for customized routing of traffic other than
operator services and/or directory assistance traffic. BA shall develop and
provide these requested services where technically feasible with the agreement
of Level 3 to pay the recurring and non-recurring costs of developing,
installing, updating, providing and maintaining these services. 


Tandem Switching 


          The
unbundled tandem Switching Element includes trunk-connect facilities, the basic
switching function of connecting trunks to trunks, and the functions that are
centralized in Tandem Switches. Unbundled tandem switching creates a temporary
transmission path between interoffice trunks that are interconnected at a BA
Access Tandem for the purpose of routing a call or calls. 


65






SCHEDULE 12.3


SUPPORT SERVICES FOR RESALE


	
  

 	
  

 
	
 1.

 	
 BA OSS
 SERVICES

 
	
  

 	
  

 
	
  

 	
 1.1 Definitions

 
	
  

 	
  

 
	
  

 	
 As used in
 the Schedule 12.3, the following terms shall have the meanings stated below: 

 
	
  

 	
  

 
	
  

 	
 1.1.1 “BA
 Operations Support Systems” means BA systems for pre-ordering, ordering,
 provisioning, maintenance and repair, and billing. 

 
	
  

 	
  

 
	
  

 	
 1.1.2 “BA
 OSS Services” means access to BA Operations Support Systems functions. The
 term “BA OSS Services”
 includes, but is not limited to: (a) BA’s provision of Level 3 Usage
 Information to Level 3 pursuant to Section 1.3 below; and, (b) “BA OSS
 Information”, as defined in Section 1.1.4 below. 

 
	
  

 	
  

 
	
  

 	
 1.1.3 “BA
 OSS Facilities” means any gateways, interfaces, databases, facilities,
 equipment, software, or systems, used by BA to provide BA OSS Services to
 Level 3. 

 
	
  

 	
  

 
	
  

 	
 1.1.4 “BA
 OSS Information” means any information accessed by, or disclosed or provided
 to, Level 3 through or as a part of BA OSS Services. The term “BA OSS
 Information” includes, but is not limited to: (a) any Customer Information
 related to a BA Customer or a Level 3 Customer accessed by, or disclosed or
 provided to, Level 3 through or as a part of BA OSS Services; and, (b) any
 Level 3 Usage Information (as defined in Section 1.1.6 below) accessed by, or
 disclosed or provided to, Level 3. 

 
	
  

 	
  

 
	
  

 	
 1.1.5 “BA
 Retail Telecommunications Service” means any Telecommunications Service that
 Bell Atlantic provides at retail to subscribers that are not Telecommunications
 Carriers. The term “BA Retail Telecommunications Service” does not include
 any Exchange Access service (as defined in Section 3(16) of the Act, 47
 U.S.C. § 153(16)) provided by BA. 

 
	
  

 	
  

 
	
  

 	
 1.1.6 “Level
 3 Usage Information” means the usage information for a BA Retail
 Telecommunications Service purchased by Level 3 under this Agreement that BA
 would record if BA was furnishing such BA Retail Telecommunications Service
 to a BA end-user retail Customer. 

 
	
  

 	
  

 
	
  

 	
 1.1.7
 “Customer Information” means CPNI of a Customer and any other non-public,
 individually identifiable information about a Customer or the purchase by a
 Customer of, the services or products of a Party. 

 


66









	
  

 	
  

 
	
  

 	
 1.2 BA OSS
Services  

 
	
  

 	
  

 
	
  

 	
 1.2.1 Upon
 request by Level 3, BA shall provide to Level 3, pursuant to Section
 251(c)(3) of the Act, 47 U.S.C. § 251(c)(3), BA OSS Services. 

 
	
  

 	
  

 
	
  

 	
 1.2.2
 Subject to the requirements of Applicable Law, BA Operations Support Systems,
 BA Operations Support Systems functions, BA OSS Facilities, BA OSS
 Information, and the BA OSS Services that will be offered by BA, shall be as
 determined by BA. Subject to the requirements of Applicable Law, BA shall
 have the right to change BA Operations Support Systems, BA Operations Support
 Systems functions, BA OSS Facilities, BA OSS Information, and the BA OSS
 Services, from time-to-time, without the consent of Level 3. 

 
	
  

 	
  

 
	
  

 	
 1.3 Level 3
Usage Information  

 
	
  

 	
  

 
	
  

 	
 1.3.1 Upon
 request by Level 3, BA shall provide to Level 3, pursuant to Section
 251(c)(3) of the Act, 47 U.S.C. § 251(c)(3), Level 3 Usage Information. 

 
	
  

 	
  

 
	
  

 	
 1.3.2 Level
 3 Usage Information will be available to Level 3 through the following: 

          (a)
 Daily Usage File on Data Tape.

          (b) Daily Usage File through Network Data
 Mover (“NDM”). 

 
	
  

 	
  

 
	
  

 	
 1.3.3.1
 Level 3 Usage Information will be provided in a Bellcore Exchange Message
 Interface (“EMI”) format. 

 
	
  

 	
  

 
	
  

 	
 1.3.3.2
 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a) above will
 be issued each day, Monday through Friday, except holidays observed by BA. 

 
	
  

 	
  

 
	
  

 	
 1.3.4 Except
 as stated in this Section 1.3, subject to the requirements of Applicable Law,
 the manner in which, and the frequency with which, Level 3 Usage Information
 will be provided to Level 3 shall be determined by BA. 

 
	
  

 	
  

 
	
  

 	
 1.5 Access
 to and Use of BA OSS Facilities

 
	
  

 	
  

 
	
  

 	
 1.5.1 BA OSS
 Facilities may be accessed and used by Level 3 only to the extent necessary
 for Level 3’s access to and use of BA OSS Services pursuant to the Agreement.
 

 


67









	
  

 	
  

 
	
  

 	
 1.5.2 BA OSS
 Facilities may be accessed and used by Level 3 only to provide
 Telecommunications Services to Level 3 Customers. 

 
	
  

 	
  

 
	
  

 	
 1.5.3 Level
 3 shall restrict access to and use of BA OSS Facilities to Level 3. This
 Schedule 12.3 does not grant to Level 3 any right or license to grant
 sublicenses to other persons, or permission to other persons (except Level
 3’s employees, agents and contractors, in accordance with Section 1.5.7
 below), to access or use BA OSS Facilities. 

 
	
  

 	
  

 
	
  

 	
 1.5.4 Level
 3 shall not (a) alter, modify or damage the BA OSS Facilities (including, but
 not limited to, BA software), (b) copy, remove, derive, reverse engineer, or decompile,
 software from the BA OSS Facilities, or (c) obtain access through BA OSS
 Facilities to BA databases, facilities, equipment, software, or systems,
 which are not offered for Level 3’s use under this Schedule 12.3. 

 
	
  

 	
  

 
	
  

 	
 1.5.5 Level
 3 shall comply with all practices and procedures established by BA for access to
 and use of BA OSS Facilities (including, but not limited to, BA practices and
 procedures with regard to security and use of access and user identification
 codes). 

 
	
  

 	
  

 
	
  

 	
 1.5.6 All
 practices and procedures for access to and use of BA OSS Facilities, and all
 access and user identification codes for BA OSS Facilities: (a) shall remain
 the property of BA; (b) shall be used by Level 3 only in connection with
 Level 3’s use of BA OSS Facilities permitted by this Schedule 12.3; (c) shall
 be treated by Level 3 as Confidential Information of BA pursuant to
 subsection 29.4 of the Agreement; and, (d) shall be destroyed or returned by
 Level 3 to BA upon the earlier of request by BA or the expiration or
 termination of the Agreement. 

 
	
  

 	
  

 
	
  

 	
 1.5.7 Level
 3’s employees, agents and contractors may access and use BA OS S Facilities
 only to the extent necessary for Level 3’s access to and use of the BA OSS
 Facilities permitted by this Agreement. Any access to or use of BA OSS
 Facilities by Level 3’s employees, agents, or contractors, shall be subject
 to the provisions of the Agreement, including, but not limited to, subsection
 29.4 thereof and Sections 1.5.6 and 1.6.3.3 of this Schedule 12.3. 

 
	
  

 	
  

 
	
  

 	
 1.6 BA OSS Information

 
	
  

 	
  

 
	
  

 	
 1.6.1
 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants
 to Level 3 a non-exclusive license to use BA OSS Information. 

 
	
  

 	
  

 
	
  

 	
 1.6.2 All BA
 OSS Information shall at all times remain the property of BA. Except as
 expressly stated in this Schedule 12.3, Level 3 shall acquire no rights in or
 to any BA OSS Information. 

 


68









	
  

 	
  

 
	
  

 	
 1.6.3.1 The provisions of
 this Section 1.6.3 shall apply to all BA OSS Intonation, except (a) Level 3
 Usage Information, (b) CPNI of Level 3, and (c) CPNI of a BA Customer or a
 Level 3 Customer, to the extent the Customer has authorized Level 3 to use
 the Customer Information. 

 
	
  

 	
  

 
	
  

 	
 1.6.3.2 BA OSS Information
 may be accessed and used by Level 3 only to provide Telecommunications
 Services to Level 3 Customers.

 
	
  

 	
  

 
	
  

 	
 1.6.3.3 Level 3 shall
 treat BA OSS Information that is designated by BA, through written or
 electronic notice (including, but not limited to, through the BA OSS
 Services), as “Confidential” or “Proprietary” as Confidential Information of
 BA pursuant to subsection 29.4 of the Agreement.

 
	
  

 	
  

 
	
  

 	
 1.6.3.4 Except as
 expressly stated in this Schedule 12.3, this Agreement does not grant to
 Level 3 any right or license to grant sublicenses to other persons, or
 permission to other persons (except Level 3’s employees, agents or
 contractors, in accordance with Section 1.6.3.5 below, to access,
 use or disclose BA OSS Information. 

 
	
  

 	
  

 
	
  

 	
 1.6.3.5 Level 3’s employees, agents and
 contractors may access, use and disclose BA OSS Intonation only to the extent
 necessary for Level 3’s access to, and use and disclosure of, BA OSS
 Information permitted by this Schedule 12.3. Any access to, or use or
 disclosure of; BA OSS Information by Level 3’s employees, agents or
 contractors, shall be subject to the provisions of this Agreement, including,
 but not limited to, subsection 29.4 of the Agreement and Section 1.6.3.3
 above.

 
	
  

 	
  

 
	
  

 	
 1.6.3.6 Level 3’s license
 to use BA OS S Information shall expire upon the earliest of: (a) the time
 when the BA OSS Information is no longer needed by Level 3 to provide
 Telecommunications Services to Level 3 Customers; (b) termination of the
 license in accordance with this Schedule 12.3; or (c) expiration or
 termination of the Agreement.

 
	
  

 	
  

 
	
  

 	
 1.6.3.7 All BA OSS
 Information received by Level 3 shall be destroyed or returned by Level 3 to
 BA, upon expiration, suspension or termination of the license to use such BA
 OSS Information. 

 
	
  

 	
  

 
	
  

 	
 1.6.4 Unless sooner
 terminated or suspended in accordance with the Agreement or this Schedule
 12.3 (including, but not limited to, subsection 22.3 of the Agreement and
 Section 1.7.1 above), Level 3’s access to BA OSS Information through BA OSS
 Services shall terminate upon the expiration or termination of the Agreement.

 
	
  

 	
  

 
	
  

 	
 1.6.5.1 Without in any way
 limiting subsection 18.3 of the Agreement, BA shall have the right (but not
 the obligation) to audit Level 3 to ascertain whether Level 3 is complying
 with the requirements of Applicable Law and this Agreement with regard to
 Level 3’s access to, and use and disclosure of BA OSS Information. 

 


69









	
  

 	
  

 
	
  

 	
 1.6.5.2
 Without in any way limiting any other rights BA may have under the Agreement
 or Applicable Law, BA shall have the right (but not the obligation) to
 monitor Level 3’s access to and use of BA OSS Information which is made
 available by BA to Level 3 pursuant to this Agreement, to ascertain whether
 Level 3 is complying with the requirements of Applicable Law and this
 Agreement, with regard to Level 3’s access to, and use and disclosure of,
 such BA OSS Information. The foregoing right shall include, but not be
 limited to, the right (but not the obligation) to electronically monitor
 Level 3’s access to and use of BA OSS Information which is made available by
 BA to Level 3 through BA OSS Facilities. 

 
	
  

 	
  

 
	
  

 	
 1.6.5.3
 Information obtained by BA pursuant to this Section 1.6.5 shall be treated by
 BA as Confidential Information of Level 3 pursuant to subsection 29.4 of the
 Agreement; provided that, BA shall have the right (but not the obligation) to
 use and disclose information obtained by BA pursuant to this Section L6.5 to
 enforce BA’s rights under the Agreement or Applicable Law. 

 
	
  

 	
  

 
	
  

 	
 1.6.6 Level
 3 acknowledges that the BA OSS Information, by its nature, is updated and
 corrected on a continuous basis by BA, and therefore that BA OSS Information
 is subject to change from time to time. 

 
	
  

 	
  

 
	
  

 	
 1.7 Liabilities and Remedies 

 
	
  

 	
  

 
	
  

 	
 1.7.1 Any
 breach by Level 3, or Level 3’s employees, agents or contractors, of the
 provisions of Sections 1.5 or 1.6 above shall be deemed a material breach of
 the Agreement. In addition, if Level 3 or an employee, agent or contractor of
 Level 3 at any time breaches a provision of Sections 1.5 or 1.6 above and
 such breach continues for more than ten (10) days after written notice
 thereof from BA, then, except as otherwise required by Applicable Law, BA
 shall have the right, upon notice to Level 3, to suspend the license to use
 BA OSS Information granted by Section 1.6.1 above and/or the provision of BA
 OSS Services, in whole or in part. 

 
	
  

 	
  

 
	
  

 	
 1.7.2 Level
 3 agrees that BA would be irreparably injured by a breach of Sections 1.5 or
 1.6 above by Level 3 or the employees, agents or contractors of Level 3, and
 that BA shall be entitled to seek equitable relief, including injunctive
 relief and specific performance, in the event of any such breach. Such
 remedies shall not be deemed to be the exclusive remedies for any such
 breach, but shall be in addition to any other remedies available under this
 Agreement or at law or in equity. 

 
	
  

 	
  

 
	
  

 	
 1.8 Relation to Applicable Law 

 
	
  

 	
  

 
	
  

 	
 The
 provisions of Sections 1.5, 1.6 and 1.7 above shall be in addition to and not
 in derogation of any provisions of Applicable Law, including, but not limited
 to, 47 U.S.C. 

 


70









	
  

 	
  

 
	
  

 	
 § 222, and
 are not intended to constitute a waiver by BA of any right with regard to
 protection of the confidentiality of the information of BA or BA Customers
 provided by Applicable Law.

 
	
  

 	
  

 
	
  

 	
 1.9 Cooperation  

 
	
  

 	
  

 
	
  

 	
 Level 3, at
 Level 3’s expense, shall reasonably cooperate with BA in using BA OSS
 Services. Such cooperation shall include, but not be limited to, the following:
 

 
	
  

 	
  

 
	
  

 	
 1.9.1 Upon
 request by BA, Level 3 shall by no later than the fifteenth (15th) day of
 each calendar month submit to BA reasonable, good faith estimates (by central
 office or other BA office or geographic area designated by BA) of the volume
 of each BA Retail Telecommunications Service for which Level 3 anticipates
 submitting orders in each week of the next calendar month. 

 
	
  

 	
  

 
	
  

 	
 1.9.2 Upon
 request by BA, Level 3 shall submit to BA reasonable, good faith estimates of
 other types of transactions or use of BA OSS Services that Level 3
 anticipates. 

 
	
  

 	
  

 
	
  

 	
 1.9.3 Level
 3 shall reasonably cooperate with BA in submitting orders for BA Retail
 Telecommunications Services and otherwise using the BA OSS Services, in order
 to avoid exceeding the capacity or capabilities of such BA OSS Services. 

 
	
  

 	
  

 
	
  

 	
 1.9.4 Level
 3 shall participate in cooperative testing of BA OSS Services and shall
 provide assistance to BA in identifying and correcting mistakes, omissions,
 interruptions, delays, errors, defects, faults, failures, or other
 deficiencies, in BA OSS Services. 

 
	
  

 	
  

 
	
  

 	
 1.10 BA
Access to Information Related to Level 3 Customers  

 
	
  

 	
  

 
	
  

 	
 1.10.1 BA
 shall have the right to access, use and disclose information related to Level
 3 Customers that is in BA’s possession (including, but not limited to, in BA
 OSS Facilities) to the extent such access, use and/or disclosure has been
 authorized by the Level 3 Customer in the manner required by Applicable Law. 

 
	
  

 	
  

 
	
  

 	
 1.10.2 Upon
 request by BA, Level 3 shall negotiate in good faith and enter into a
 contract with BA, pursuant to which BA may obtain access to Level 3’s
 operations support systems (including, systems for pre-ordering, ordering,
 provisioning, maintenance and repair, and billing) and information contained
 in such systems, to permit BA to obtain information related to Level 3
 Customers (as authorized by the applicable Level 3 Customer), to permit
 Customers to transfer service from one Telecommunications Carrier to another,
 and for such other purposes as may be permitted by Applicable Law. 

 


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 2.

 	
 BELL
 ATLANTIC PRE-OSS SERVICES

 
	
  

 	
  

 
	
  

 	
 2.1 As used
 in this Schedule 12.3, “BA Pre-OSS Service” means a service which allows the
 performance of an activity which is comparable to an activity to be performed
 through a BA OSS Service and which BA offers to provide to Level 3 prior to,
 or in lieu of, BA’s provision of the BA OSS Service to Level 3. The term “BA
 Pre-OSS Service” includes, but is not limited to, the activity of placing
 orders for BA Retail Telecommunications Services through a telephone
 facsimile communication. 

 
	
  

 	
  

 
	
  

 	
 2.2 Subject
 to the requirements of Applicable Law, the BA Pre-OSS Services that will be
 offered by BA shall be as determined by BA and BA shall have the right to
 change BA Pre-OSS Services, from time-to-time, without the consent of Level
 3. 

 
	
  

 	
  

 
	
  

 	
 2.3 Subject
 to the requirements of Applicable Law, the prices for BA Pre-OSS Services
 shall be as determined by BA and shall be subject to change by BA from time-to-time.
 

 
	
  

 	
  

 
	
  

 	
 2.4 The
 provisions of Sections 1.5 through 1.9 above shall also apply to BA Pre-OSS
 Services. For the purposes of this Section 2.4: (a) references in Sections L5
 through 1.9 above to BA OSS Services shall be deemed to include BA Pre-OSS Services;
 and, (b) references in Sections 1.5 through 1.9 above to BA OSS Information
 shall be deemed to include information made available to Level 3 through BA
 Pre-OSS Services. 

 
	
  

 	
  

 
	
 3.

 	
 RATES AND CHARGES

 



                              The
prices for the foregoing services shall be as set forth in Section 20.0 of the
main body of this Agreement. 


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