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CLEC ConsolidationAmendment

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WSP Consolidation and Bill and Keep Amendment. to the Interconnection Agreement between Hood River Cellular Telephone Company, Inc. AWL 6010

    WSP Consolidation and Bill and Keep Amendment

    to the Interconnection Agreement between

    Qwest Corporation

    and

    New Cingular Wireless PCS, LLC

This is an Agreement between Qwest Corporation (“Qwest”), a Colorado corporation,

    and New Cingular Wireless PCS, LLC. (“Surviving Entity”) and former companies (“Merging Entities”) and shall be filed as an amendment to the Surviving Agreement as provided hereafter (the “Amendment”). Surviving Entity and Merging Entities are referred collectively hereafter as “WSP and are identified on Attachment A of this Amendment. WSP and Qwest shall be known jointly as the “Parties”. Attachment A

    shall identify the Surviving Entity legal name Access Carrier Name Abbreviation (ACNA).

    Attachment A shall also identify each of the Merging Entities and their respective ACNAs,

    as well as the date of merger, acquisition, consolidation or other legal change resulting

    in their consolidation into the Surviving Entity.

    RECITALS

WHEREAS, the Merging Entities and Qwest each entered into Interconnection

    Agreements (“Agreements”), for service in the State of Washington, that were approved

    by the Washington Utilities and Transportation Commission (“Commission”); and

WHEREAS, WSP has consolidated its operations due to merger, acquisition or other

    legal process as described on Attachment A; and

WHEREAS, WSP has requested that the Surviving Entity be allowed to operate under

    one legal Agreement but continue placing orders utilizing the separate codes of the

    Merging Entities instead of combining all facilities under a single code as required under

    the existing standard merger/ consolidation process; and

WHEREAS, the Parties have been working together to accommodate WSP’s request,

    and desire to minimize transition costs and disruption in operations, including ordering,

    provisioning and billing while operating under one legal Agreement utilizing multiple

    entity identification and industry codes.

WHEREAS, the Parties have agreed to a bill-and-keep arrangement for Call Termination

    and Call Transport of Local Calling Area traffic between their networks.

    AGREEMENT

NOW THEREFORE, in consideration of the mutual terms, covenants and conditions

    contained in this Amendment and other good and valuable consideration, the receipt and

    sufficiency of which is hereby acknowledged, the Parties agree as follows:

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Section 1. Surviving Interconnection Agreement

    A. WSP and Qwest agree that upon execution of this Amendment, the Interconnection Agreement identified on Attachment B will govern the Surviving Entity and all Merging Entities with respect to the matters set forth therein (the “Surviving Agreement”), and any

    other Agreements previously used by the Merging Entities, shall immediately terminate, except that any outstanding liabilities and/or charges accrued under the Merging Entities’

    prior Agreements shall be assumed by the Surviving Entity and be governed by the terms, conditions and rates of the Surviving Agreement. A list of each Merging Entity Agreement and effective Amendments are listed on Attachment B. Attachment B shall also identify the Surviving Agreement and any applicable surviving amendments.

    B. The Parties agree that the Surviving Entity shall legally assume all rights and liabilities of the Merging Entities, including but not limited to Billing Account Numbers, any pending order activity, refunds, credits and other related billing matters that may accrue (including but not limited to past due bills or any items under dispute), or that may have accrued but not yet been provided to the Merging Entities, including charges associated with any unexpired portions of minimum periods and minimum termination liabilities.

    C. Notwithstanding any provision of this Amendment, payment of any refund or extension of any credit or other rights required by law in connection with the services provided to WSP shall be made by Qwest in the manner required by the Surviving Agreement or as required by applicable law.

Section 2. Commission Filing/Commission Approval

    A. The Parties shall work together in good faith to prepare and file the necessary documents to notify the Commission of the actions set forth in Section 1 above.

B. This Amendment shall be filed with the applicable state Commission.

    Notwithstanding, the Parties shall implement the terms of this Amendment and the Surviving Agreement, immediately upon execution, without waiting for Commission approval.

Section 3. Ordering, Provisioning and Billing

    Notwithstanding Sections 1 and 2 above, Qwest and WSP agree to process and bill orders according to the process described in this Section 3.

    A. The Parties shall continue to separately place all orders and submit all bills related to each Merging Entity in the same manner as prior to WSP’s acquisition, merger,

    consolidation or reorganization. Specifically, orders and billing functions relating to assets (e.g. circuits and collocations) originally assigned to a Merging Entity shall be placed using the codes originally assigned to such Merging Entity. WSP agrees that it shall be solely responsible to ensure that the correct codes for each Merging Entity are utilized when placing orders and/or billing functions and for any delays or errors caused by WSP’s failure to comply with this process. Any bills to Qwest related to the Merging

    Entities shall also utilize the separate Merging Entity codes. In the event WSP fails to comply with this process, Qwest reserves the right to terminate this process upon thirty July 14, 2006/ccd/WSP Consolidation Amd/WA

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(30) days prior written notice. Upon termination of the process, WSP agrees to comply

    with Qwest’s current process to change the codes from each Merging Entity to the Surviving Entity codes. In addition, WSP may opt, at any time during this agreement, to change the codes from each Merging Entity to the Surviving Entity codes by following Qwest’s then-current process for such changes.

B. WSP and Qwest shall continue processing WSP’s orders and billing functions

    using the separate Merging Entity codes and continue to issue separate bills and payments to and from each Merging Entity in the same manner as prior to WSP’s

    consolidation or reorganization. Nevertheless, WSP agrees that the Surviving Entity is fully responsible for purposes of contract, billing and all other matters for the services being ordered, provisioned and billed, regardless of the Merging Entity codes being utilized.

    C. WSP and Qwest agree that the procedures set forth in A and B above shall apply to all orders and bills that relate or depend upon existing collocations and facilities. Orders and bills involving new collocations and related facilities shall only utilize the Surviving Entity ACNA(s), as identified on Attachment A, and related industry codes.

    D. To the extent that WSP requires a billing address change, personnel access updates (systems) or other notice changes, WSP shall submit an updated questionnaire and also agrees to complete any other forms required by Qwest to accomplish the matters contemplated under this Amendment.

Section 4. Reciprocal Compensation and Bill and Keep Billing

    A. The Parties agree that, based upon a three month study of actual traffic originated and terminated between Qwest's network and WSP's network, their respective traffic is relatively balanced. Therefore, neither Party shall bill the other Party reciprocal compensation for Call Termination and Call Transport (bill and keep) for Local Calling Area traffic as defined in this agreement.

    Section 5. Authorization to Consolidate Merging Entities and Utilize Codes A. WSP represents that it has obtained all necessary Commission or other approvals to consolidate, merge or reorganize the Merging Entities into the Surviving Entity and continue using the Merging Entity ACNAs and other codes described on Attachment A. Upon request, WSP shall provide Qwest documentation supporting such approvals or authorizations.

    B. WSP agrees to indemnify and hold harmless Qwest, its affiliates, officers and directors, employees, agents and contractors from any liability, claims, or causes of action arising out of its use the Merging Entity ACNAs and other codes as contemplated under this Amendment.

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Section 6. Effective Date

    A. This Amendment shall become effective upon execution by both Parties (“Effective Date”) and remain in effect until terminated under the terms and conditions of the

    Surviving Agreement. Upon termination, WSP agrees to comply with Qwest’s then

    current process to change the codes from each Merging Entity to the Surviving Entity codes, and seek appropriate compensation therefore to the extent it ultimately deems that a codes consolidation is appropriate and necessary.

    B. This Amendment is intended to accommodate the Parties Agreement to maintain the operational status quo between the Parties. The Amendment reflects the continued

    operation of all of WSP’s respective business operations and activities in the same

    manner in which WSP did so prior to implementing its legal entity

    merger/acquisition/reorganization/consolidation, albeit through a single legal Surviving Entity under a single Surviving Agreement.

    The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. Other than as expressly set forth in an amendment to the Surviving Agreement, all other terms of the Surviving Agreement and Amendments shall remain in full force and effect.

    Section 7. Further Amendments

    Except as modified herein, the provisions of the Agreement shall remain in full force and effect.

    The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both Parties' authorized representative. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

    Section 8. Entire Agreement

    The Agreement as amended (including the documents referred to herein) constitutes the full and entire understanding and Agreement between the Parties with regard to the subjects of the Agreement as amended and supersedes any prior understandings, Agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subjects of the Agreement as amended.

    The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument.

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WSP Qwest Corporation

    (signing on behalf of

    New Cingular Wireless PCS, LLC, and

    the Merging Entities)

Signature Signature

Michael VanWeelden L. T. Christensen

    Name Printed/Typed Name Printed/Typed

Director - SCM Network Director Interconnection Agreements

    Title Title

Date Date

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    ATTACHMENT A

    WSP ENTITIES

     1MERGING ENTITIES

WSP NAME DATE OF LEGAL CHANGE ACNAs OCN

    Pacific Bell Wireless 1/5/2005 PFM, 6672

    Northwest, LLC d/b/a IUW,

    Cingular Wireless SZM

New Cingular Wireless Services, Inc f/k/a 10/26/2004 AWL 6010

    AT&T Wireless Services, Inc.

Other Affiliate WSP licensees:

     AWL 6010

    Bellingham Cellular Partnership AWL 6010

    Hood River Cellular Telephone Company, Inc. AWL 6010

    Olympia Cellular Telephone Company, Inc. AWL 6010

     2SURVIVING ENTITY

WSP NAME ACNAs OCN

    New Cingular Wireless PCS, LLC AWL, IUW 6010

     PFM 6672

    Other Affiliate WSP licensees:

    New Cingular Services, Inc. AWL 6010

    Bellingham Cellular Partnership AWL 6010

    Hood River Cellular Telephone Company, Inc. AWL 6010

    Olympia Cellular Telephone Company, Inc. AWL 6010

     1 Merging Entities are those WSPs that have been merged into, acquired by or consolidated into the

    Surviving Entity due to an event such as merger, acquisition, reorganization or other legal activity resulting

    in dissolution of one or more of such Merging Entities and termination of such associated WSP certifications.

    Cingular and AT&T Wireless Services merged effective October 26, 2004. As a result of that merger, AT&T

    Wireless Services, Inc. changed its name to New Cingular Wireless Services, Inc. Pacific Bell Wireless

    Northwest, LLC merged into New Cingular Wireless PCS, LLC, on January 5, 2005.

     2 The Surviving Entity is the single surviving legal entity resulting from the legal activity described in

    footnote 1. The Surviving Entity may be one of the Merging Entities or a newly created legal entity. The

    Surviving Interconnection Agreement will be in the name of the Surviving Entity.

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    ATTACHMENT B

    INTERCONNECTION AGREEMENTS

MERGING Agreements

NAME STATE AMENDMENTS

Pacific Bell Wireless Northwest, LLC

    d/b/a Cingular Wireless

    now known as New Cingular Wireless PCS, LLC

    and Qwest Corporation,

    f/k/a U S WEST Communications, Inc. WA SPOP

CMRS Interconnection Agreement

    between AT&T Wireless Services, Inc.,

    (now known as New Cingular Wireless

    Services, Inc.)

    and

    U S WEST Communications, Inc.

    (now known as Qwest Corporation) WA SPOP

    ISP

    Collocation

SURVIVING Agreement*

NAME STATE AMENDMENTS

CMRS Interconnection Agreement

    between New Cingular Wireless

    PCS, LLC.

    And

    Qwest Communications

Previously approved by the Commission on October 14, 1997 as:

    CMRS Interconnection Agreement

    between New Cingular Wireless Services, Inc

    (f/k/a AT&T Wireless Services, Inc) and Qwest Communications

    (f/k/a U S WEST Communication Inc.)

     WA SPOP

    ISP

    Collocation

* As of the Effective Date of the Agreement, the Surviving Agreement will govern the Surviving Entity and

    all Merging Entities and all facilities. All of the Merging Entities Agreements will be simultaneously

    terminated.

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    Amendment to DEN-970812-1002

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