TARIFF DISTRIBUTION FILE PACKAGE NO.: 3332 DATE: December …cpr.att.com/pdf/fcc-swbt/filings/appr/3332.pdf · 2011-12-01 · 7341 41-1603 0000 7341 41-1604 0000 7341 41-1605 0000

TARIFF DISTRIBUTION

FILE PACKAGE NO.: 3332

DATE: December 1, 2011

STATE: SWBT-FCC

EFFECTIVE DATE: 11/30/2011

TYPE OF DISTRIBUTION: Approved

PURPOSE: PF 177 - Access Service Offer

TARIFF SECTION PAGE NUMBER PAGE REVISION7300 1 11237300 1.39 00147300 1.40 00007341 41-1595 00007341 41-1596 00007341 41-1597 00007341 41-1598 00007341 41-1599 00007341 41-1600 00007341 41-1601 00007341 41-1602 00007341 41-1603 00007341 41-1604 00007341 41-1605 00007341 41-1606 00007341 41-1607 00007341 41-1608 00007341 41-1609 00007341 41-1610 000073TC 31.12 0030

SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 731123rd Revised Page 1

Cancels 1122nd Revised Page 1

(This page filed under Transmittal No. 3332 )

Issued: November 29, 2011 Effective: November 30, 2011

Four AT&T Plaza, Dallas, Texas 75202

CHECK SHEETTitle page 1 and pages 1 to 41-5 inclusive of this tariff are effective as of thedate shown. Original and revised pages as named below and Supplement Nos. 1, 2, 3,4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 20, 21, 22, 23, 24, 25, 26, 27, 28,29, 30, 31, 33, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51,52, 53, 54, 55, 56, 57, 58, 59, 60, 61 and 62 contain all changes from the originaltariff that are in effect on the date hereof.

Number of Number of Number ofRevision Revision RevisionExcept as Except as Except as

Page Indicated Page Indicated Page IndicatedTitle 1 12th1 1123rd*1.1 142nd1.2 284th1.3 65th1.4 88th1.5 156th1.6 110th1.7 102nd1.7.1 Original1.8 70th1.8.1 2nd1.9 61st1.9.1 8th1.10 104th1.10.1 44th1.11 153rd1.11.1 26th1.12 63rd1.13 88th1.13.1 33rd1.14 88th1.15 44th1.16 49th1.16.1 16th1.17 62nd1.18 46th1.19 45th1.20 24th1.20.1 6th1.20.2 5th1.20.3 6th1.20.4 13th1.21 43rd1.22 50th1.23 61st1.23.1 10th1.24 47th1.24.1 5th1.25 20th1.26 69th1.27 10th1.28 12th1.29 25th1.30 21st1.31 25th1.32 19th1.33 21st1.34 25th1.35 34th1.36 33rd

1.37 28th1.38 22nd1.39 14th*1.40 Original*2 Original3 3rd4 2nd5 Original6 Original7 2nd8 3rd9 3rd10 6th11 9th12 5th13 3rd14 1st15 5th16 4th17 Original18 18th19 15th20 6th20.1 12th20.2 2nd20.3 4th21 Original22 1st23 2nd24 6th25 1st26 3rd27 2nd28 1st29 Original30 2nd31 1st31.1 8th31.2 4th31.3 10th31.4 7th31.5 3rd31.6 20th31.7 7th31.8 21st31.9 43rd31.10 37th31.11 36th31.12 30th*32 8th

33 4th34 11th35 9th36 7th37 8th38 7th39 4th39.1 19th40 13th41 14th42 1st43 1st44 2nd1-1 4th2-1 6th2-2 13th2-3 23rd2-4 10th2-5 10th2-6 32nd2-7 12th2-8 8th2-9 1st2-10 Original2-11 Original2-12 Original2-13 1st2-14 3rd2-15 Original2-16 Original2-17 7th2-17.1 1st2-17.2 1st2-18 2nd2-19 2nd2-20 11th2-21 10th2-22 5th2-23 Original2-24 4th2-25 Original2-26 1st2-27 Original2-28 Original2-29 Original2-30 Original2-31 Original2-32 Original2-33 Original2-34 Original

*New or Revised Page

SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 7314th Revised Page 1.39

Cancels 13th Revised Page 1.39




ACCESS SERVICECHECK SHEET (Cont'd)


Page Indicated Page Indicated Page Indicated

41-1564 Original 41-1610 Original* 44-15 2nd41-1565 Original 42-1 1st 44-16 1st41-1566 Original 42-2 Original 44-16.1 Original41-1567 Original 42-3 Original 44-17 2nd41-1568 Original 43-1 6th 44-17.1 Original41-1569 Original 43-1.1 2nd 44-18 2nd41-1570 Original 43-2 4th 44-18.1 Original41-1571 Original 43-3 4th 44-18.2 Original41-1572 Original 43-4 6th 44-18.3 Original41-1573 Original 43-5 4th 44-18.4 Original41-1574 Original 43-6 4th 44-18.5 Original41-1575 Original 43-7 4th 44-18.6 Original41-1576 Original 43-8 3rd 44-18.7 Original41-1577 Original 43-9 4th 44-18.8 Original41-1578 Original 43-10 6th 44-18.9 Original41-1579 Original 43-11 4th 44-18.10 Original41-1580 Original 43-12 4th 44-18.11 Original41-1581 Original 43-13 7th 44-18.12 Original41-1582 Original 43-14 6th 44-18.13 Original41-1583 Original 43-14.1 2nd 44-18.14 Original41-1584 Original 43-15 8th 44-18.15 Original41-1585 Original 43-16 7th 44-19 2nd41-1586 Original 43-17 7th 44-20 3rd41-1587 Original 43-18 2nd 44-21 2nd41-1588 Original 43-19 2nd 44-22 2nd41-1589 Original 43-20 2nd 44-23 2nd41-1590 Original 43-21 4th 45-1 3rd41-1591 Original 43-22 3rd 45-2 3rd41-1592 Original 43-22.1 2nd 45-3 2nd41-1593 Original 43-23 3rd 45-4 2nd41-1594 Original 43-23.1 2nd 45-5 2nd41-1595 Original* 44-1 5th 45-6 2nd41-1596 Original* 44-2 Original 45-6.1 2nd41-1597 Original* 44-3 Original 45-7 2nd41-1598 Original* 44-4 Original 45-8 2nd41-1599 Original* 44-5 1st 45-9 2nd41-1600 Original* 44-6 Original 45-10 2nd41-1601 Original* 44-7 Original 45-11 2nd41-1602 Original* 44-8 Original 45-12 2nd41-1603 Original* 44-9 Original 45-13 2nd41-1604 Original* 44-10 Original 45-14 2nd41-1605 Original* 44-11 Original 45-15 2nd41-1606 Original* 44-12 1st 45-16 2nd41-1607 Original* 44-13 3rd 45-17 2nd41-1608 Original* 44-13-1 Original 45-18 2nd41-1609 Original* 44-14 1st 45-19 2nd

SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 1.40




ACCESS SERVICECHECK SHEET (Cont'd)


Page Indicated Page Indicated Page Indicated

45-20 2nd45-21 2nd45-22 2nd45-23 3rd45-24 2nd45-25 3rd45-26 2nd

SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 7330th Revised Page 31.12

Cancels 29th Revised Page 31.12




ACCESS SERVICETABLE OF CONTENTS

Page41. Pricing Flexibility Contract Offerings (Cont’d)

41.148 Contract Offer No. 148 – Special Access Bundle Service Offer 41-130841.149 (1)

41.150 (1)

41.151 Contract Offer No. 151 – Access Advantage Plus TransportService – One Year Term 41-1334

41.152 Contract Offer No. 152 – Access Advantage Plus TransportService – Two Year Term 41-1341

41.153 Contract Offer No. 153 – Access Advantage Plus TransportService – Three Year Term 41-1348

41.154 Contract Offer No. 154 – DS1 and DS3 Service Offer 41-135541.155 Contract Offer No. 155 – Special Access Service Offer 41-136941.156 Contract Offer No. 156 – DS3 Extension Bundle Service Offer 41-137841.157 Contract Offer No. 157 – Special Access Service Offer 41-138541.158 Contract Offer No. 158 – DS3 Service Offer 41-140141.159 Contract Offer No. 159 – Self-Healing Transport Network (STN)

Volume Option 6 Service Offer 41-140741.160 Contract Offer No. 160 – Access Service Offer 41-141441.161 Contract Offer No. 161 – DS3 IOF Transport Bundle Service

Offer 41-144141.162 Contract Offer No. 162 – Access Service Offer 41-144841.163 Contract Offer No. 163 – Access Service Offer 41-145841.164 Contract Offer No. 164 – Special Access Wireless DS1 Bundle

Service Offer 41-147241.165 Contract Offering No. 165 – Access Advantage Plus Transport

Service Extension 41-148741.166 Contract Offer No. 166 – ReliaNet Service Offer 41-149241.167 Contract Offering No. 167 – Access Advantage Plus Transport

Service Extension 41-149841.168 Contract Offer No. 168 – Self Healing Transport Network (STN)

Volume Option 3 Service Offer 41-150341.169 Contract Offer No. 169 – Self Healing Transport Network (STN)

Volume Option 3 Service Offer 41-150941.170 Contract Offer No. 170 – Access Service Offer 41-151541.171 Contract Offer No. 171 - Subtending DS1/DS3 Service Offer 41-154341.172 Contract Offer No. 172 DS1 and DS3 Service Offer 41-155241.173 Contract Offer No. 173 – MegaLink Custom Service Offer 41-156541.174 Contract Offer No. 174 – ReliaNet Service Offer 41-157341.175 Contract Offer No. 175 – Special Access Wireless DS1 and DS3

Service Offer 41-158041.176 Contract Offer No. 176 – Special Access Wireless DS1 and DS3

Service Offer 41-158941.177 Contract Offer No. 177 – Access Service Offer 41-1595

42. Promotional Offerings 42-142.1 General Description 42-242.2 Term, Conditions, Rates and Charges 42-241.2.1 MegaLink Custom Services Nonrecurring Charge (NRC) Waiver 42-2

43. (1)

44. Reserved for Future Use45. (1)

(1) Material in this Section has been de-tariffed as required by the Commission upon use of the

forbearance relief pursuant to FCC Memorandum Opinion and Order No. 07-180, released October 12,

2007. Terms and Conditions associated with de-tariffed services are available at

www.att.com/guidebook .

(N)

SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1595




ACCESS SERVICE

41. Pricing Flexibility Contract Offerings

41.177 Contract Offer No. 177 – Access Service Offer

41.177.1. General Description

This Special Access Service Offer (ContractOffer No. 177) is an access discount pricingplan for which concurrent subscription isrequired to the following Access Tariffs:Ameritech Operating Companies (Ameritech)Tariff F.C.C. No. 2, Pacific Bell TelephoneCompany (PBTC) Tariff F.C.C. No. 1,Southwestern Bell Telephone Company (SWBT)Tariff F.C.C. No. 73, and The Southern NewEngland Telephone Company (SNET) Tariff F.C.C.No. 39, together referred to as the“Concurrently Subscribed Contract Offers.”Contract Offer No. 177 is available to anyCustomer with at least twenty-eight milliondollars ($28,000,000) in cumulative annualrecurring revenue for Contributory Services, asdefined in Section 41.177.4, from purchasesfrom the Telephone Company and the affiliatedtelephone companies providing services underthe Concurrently Subscribed Contract Offers(the Qualified Companies).

The Customer must meet the Eligibility Criteriaset forth in Section 41.177.2, and also mustcomply with all Terms and Conditions of thisContract Offer. Contract Offer No. 177requires the Customer to establish and complywith a Minimum Annual Revenue Commitment (MARC)for each year of the two (2) year Term Period,as defined in Section 41.177.6. The MARC shallinclude recurring revenue for all ContributoryServices purchased from the QualifiedCompanies.

Contributory Services include Subject Services,as described in Section 41.177.4(A), and Non-Subject Services, as described in Section41.177.4(B). Non-Subject Services are noteligible for credits or other incentivesprovided under this Contract Offer. AllContributory Services must be purchased throughthe AT&T wholesale sales channel (AT&TWholesale Services).

(x) Filed under the authority of Special Permission No. 11-016 of the F.C.C.

(N)

(N)

(Nx)

(Nx)

(N)

(N)





ACCESS SERVICE

41. Pricing Flexibility Contract Offerings (Cont’d)

41.177 Contract Offer No. 177 – Access Service Offer (Cont’d)

41.177.2. Eligibility Criteria

To be eligible to subscribe to this ContractOffer, the Customer may not purchase servicespursuant to the Managed Value Plan (MVP)Offering in Section 38 or any other MARC- orvolume-based contract offer or contract thatincludes Subject Services provided under thisContract Offer.

During the calendar year prior to theCustomer’s subscription to this Contract Offer,the Customer’s billed recurring charges forSwitched Access Dedicated Transport Servicesshall have been no greater than one hundredtwenty five thousand dollars ($125,000).

As of the date of the Customer’s subscriptionto this Contract Offer, the Customer must bepurchasing OPT-E-MAN 1 Service from theTelephone Company in ten (10) or more MSAs.

41.177.3. Concurrent Subscription

In addition to this Contract Offer, theCustomer must subscribe to the followingConcurrently Subscribed Contract Offers:

(A) Ameritech Tariff F.C.C No. 2, Section 22,Contract Offer No. 206;

(B) PBTC Tariff F.C.C. No. 1, Section 33,Contract Offer No. 158; and

(C) SNET Tariff F.C.C. No. 39, Section 25,Contract Offer No. 53.

1 Opt-E-MAN Service is now provided on a contractual basis outside of thetariff, including all terms and conditions. As required by the Commission,to allow the Telephone Company to take advantage of the relief granted inthe Commission’s Memorandum Opinion and Order No. 07-180 released October12, 2007, services have been de-tariffed by the Telephone Company. Rates,terms, and conditions associated with de-tariffed services are available atwww.att.com/guidebook.

(x) Filed under the authority of Special Permission No. 11-016 of the F.C.C.

(N)

(N)

(Nx)

(Nx)

(N)

(N)





ACCESS SERVICE



41.177.4. Contributory Services

The MARC shall include revenue from allContributory Services purchased from theQualified Companies, under both this ContractOffer and the concurrently subscribed ContractOffers listed in this Section 41.177.3.

Subject Services and Non-Subject Services shalltogether be known as “Contributory Services.”Recurring revenues for all ContributoryServices shall be included for the purposes ofdetermining the amount of the MARC and theCustomer’s satisfaction of the MARC.

(A) Subject Services .

(1) Subject Services are pricing-flexibility qualified access services(Subject Services) contained in thefollowing tariff sections, as listedin Table 1, below:

Table 1- Subject Services

ServiceTariff

Section

Rates &ChargesPhase I

Rates &Charges

Phase II

Special AccessDS1 Services 7.3.10

7.3.10(F) 39.5.2.7

Special AccessDS3 Services 20.4.1 20.4.3 39.5.2.12Special AccessMetallic Service 7.3.2

7.3.2(E) 39.5.2.1

Special AccessTelegraph GradeService 7.3.3

7.3.3(E) 21.5.2.2

Special AccessVoice GradeService 7.3.4

7.3.4(G) 21.5.2.3

Switched AccessDedicatedTransportServices 6.8.1

(N)





ACCESS SERVICE



41.177.4. Contributory Services (Cont’d)

(A) Subject Services . (Cont’d)

(2) Subject Services under this ContractOffer must be located in the PricingFlexibility MSAs listed in Table 2,below:

Table 2- Metropolitan Statistical Area (“MSA”)

MSA STATE

El Paso TX

Beaumont TX

Fort Smith AR-OK

Memphis AR

Kansas City KS

Wichita KS

Joplin MO

Kansas City MO

St. Louis MO

Oklahoma City OK

Tulsa OK

Austin-San Marcos TX

Dallas/Ft. Worth TX

Houston TX

San Antonio TX

Waco TX

Wichita Falls TX

McAllen-Edinburg TX

Brownsville-Harlingen TX

Tyler TX

Abilene TX

Amarillo TX

(N)

(N)





ACCESS SERVICE




(A) Subject Services . (Cont’d)

(2) (Cont’d)Table 2 (Cont’d)- Metropolitan Statistical Area (“MSA”)

Corpus Christi TX

Fayetteville AR

Springdale AR

Lawton OK

Little Rock AR

North Little Rock AR

Longview TX

Marshall TX

Midland TX

Lubbock TX

Springfield MO

Joseph MO

Topeka KS

San Marcos TX

(3) If the Telephone Company is grantedpricing flexibility relief inadditional MSAs, any services whichare listed among the Subject Servicesin Table 1 and which the TelephoneCompany provides to the Customer inthose additional MSAs, may, at theCustomer’s option, be included asSubject Services in this ContractOffer, beginning with the first yearafter the Telephone Company is grantedthe pricing flexibility in thoseadditional MSAs, provided, however,that the MARC will be increased toreflect the recurring revenuesassociated with the additional SubjectServices, based on the amount of suchadditional recurring revenues duringthe three (3) months prior to theinclusion of the additional Subject

(N)

(N)





Services, times four (4).





ACCESS SERVICE




(B) Non-Subject Services.

(1) All recurring revenue from Non-SubjectServices shall be included in theMARC, but shall not otherwise besubject to the rates, or Terms andConditions of this Contract Offer.Non-Subject Services are listed inTable 3, below.

Tabl e 3 - Non-Subject ServicesIntrastate

Special AccessEquivalent VG, DS0, DS1,DS3,Services

(2) If the Telephone Company introduces anew Special Access or Switched Accessservice, or an enhancement to anexisting Special Access or SwitchedAccess service, then such servicesshall be automatically included asNon-Subject Services, and theCustomer’s purchases of such new orenhanced Non-Subject Services shall beincluded in the calculation of theMARC, subject to the Terms andConditions set forth in this ContractOffer.

41.177.5. Terms and Conditions

(A)Term Period

The term of this Contract Offer (TermPeriod) is two (2) years, commencing onJanuary 1, 2012. The Anniversary Dateshall be the same date in the followingyear. Contract Offer No. 177 is notrenewable.

(N)

(N)





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41.177.5. Terms and Conditions

(B) Other Terms and Conditions.

(1) Except as expressly provided to thecontrary in this Contract Offer,Subject Services are subject to therates, charges, and general terms andconditions in other sections of SWBTTariff F.C.C. No. 73. Such terms andconditions may be modified through thefiling of tariff changes at any timeduring the Term Period. Such tariffmodifications will not change theTerms and Conditions described in thisContract Offer.

(2) Contract Offer No.177 is available forsubscription only from November 30,2011 to December 30, 2011.

(3) To subscribe to this Contract Offer,the Customer must submit a signedLetter of Subscription (LOS) to theTelephone Company. The LOS shallidentify all Customer ACNAs in effectat the time of subscription underwhich the Customer may order andpurchase Contributory Services orSubject Services pursuant to thisContract Offer. Any services orderedor purchased under ACNAs notidentified in the LOS may not beincluded in or transferred to thisContract Offer.

(4) The Customer shall not purchaseSubject Services in this ContractOffer pursuant to any future contractoffer or other agreement, unless thefuture contract offer or otheragreement expressly permits theinclusion of such Subject Services.

(5) Commingling, as defined in SWBT TariffF.C.C. No. 73, Section 2.7, of SubjectServices under this Contract Offer isprohibited.

(N)

(N)





ACCESS SERVICE



41.177.5. Terms and Conditions (Cont’d)

(B) Other Terms and Conditions. (Cont’d)

(6) The Customer must pay billed chargesin full throughout the Term Period,excluding amounts properly disputed.Disputed amounts will not be countedtoward the Customer’s satisfaction ofthe MARC. The Telephone Company willexhaust its remedies under SWBT TariffF.C.C. No. 73 Section 2.5 beforeexercising any remedy under thisTariff to resolve disputed amounts.The Telephone Company will provide theCustomer written notice (viaregistered letter) of non-compliance.The Customer will have thirty (30)days from receipt of the writtennotice to comply, which may beextended by mutual agreement of theParties to allow the Parties toattempt to resolve any disputes.During this thirty (30) day period, ora period to be mutually agreed upon bythe Parties, the Parties willcooperate in good faith to attempt toresolve any pending disputes. If,following that period, the Partieshave exhausted attempts to resolve anypending disputes, or the Parties haveresolved disputes and the Customerdoes not comply with written notice ofnon-compliance, the Telephone Companyshall have the right to terminate thisContract Offer No. 177. In the eventof termination by the TelephoneCompany, termination liabilitycharges, as set forth in Section41.177.11 will apply. Credits owed tothe Customer pursuant to this ContractOffer will not be issued until theCustomer has paid all billed charges(excluding disputes). Any disputedbilling amounts that have beenresolved in favor of the TelephoneCompany are due and payable asdescribed in SWBT Tariff F.C.C. No.73Section 2.5.

(N)

(N)





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41.177.5. Terms and Conditions (Cont’d)

(B) Other Terms and Conditions. (Cont’d)

(7) The Customer will continue to receivethe benefit of rate stability, if any,for any existing Subject Servicescurrently under a term payment planwith the Telephone Company, asprovided for in the applicable tariffsection from which the SubjectServices were purchased.

41.177.6. Minimum Annual Revenue Commitment (MARC)

This Contract Offer requires the Customer toestablish and comply with a Minimum AnnualRevenue Commitment (MARC) for each year of theTerm Period, as defined in this Section41.177.6. The MARC shall be based on billedannual recurring revenue, net of any applicablediscounts or credits and any other applicablecredits or adjustments issued as of the time ofthe applicable Annual True-up Process for, inthe aggregate, Contributory Services as setforth in Section 41.171.4 of this ContractOffer No.177, and the “Contributory Services”as set forth in the other ConcurrentlySubscribed Contract Offers (such chargescollectively referred to as “MARC-EligibleCharges”), provided, however, that any creditsissued pursuant to the Concurrently SubscribedContract Offers shall not be included indetermining MARC-Eligible Charges.

(A) Establishing the MARC

(1) The Customer’s MARC for the first yearof the Term Period shall be twenty-eight million seven hundred fifty-ninethousand dollars ($28,759,000), orfour (4) times the Customer’s MARC-Eligible Charges for the most recentthree (3) months prior to thebeginning of the Term Period, roundedto the nearest thousand dollars($1,000), whichever is greater.

(N)

(N)





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41.177.6. Minimum Annual Revenue Commitment (MARC) (Cont’d)

(A) Establishing the MARC (Cont’d)

(1) The MARC for the second year of theTerm Period will be equal to theCustomer’s MARC-Eligible Chargesduring the last three (3) months ofthe first year of the Term Period,multiplied by four (4), or the first-year MARC, rounded to the nearestthousand dollars ($1,000), whicheveris greater.

Example :Assume that the Term Period begins onJanuary 1, 2012, and the first-yearMARC is $28,759,000. If theCustomer’s MARC-Eligible Charges fromOctober 1, 2012 through December 31,2012 are $6,000,000, the MARC for thesecond year of the Term Period will be$28,759,000.($6,000,000 times fourequals $24,000,000. Because$24,000,000 is less than $28,759,000,the second-year MARC will be equal tothe first-year MARC of $28,759,000.

(B) Failure to Achieve the MARC

(1) Quarterly Review. The Customer andthe Telephone Company shall exchangeinformation quarterly, and shall meetquarterly, if necessary, to review theCustomer’s progress toward achievingthe MARC for the term years. TheCustomer and the Telephone Companywill meet in the ninth month of eachyear of the Term Period to discuss andaddress, if necessary, compliance withthe Terms and Conditions of theContract Offer prior to theAnniversary Date.

(N)

(N)





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41.177.6. Minimum Annual Revenue Commitment (MARC) (Cont’d)

(B) Failure to Achieve the MARC (Cont’d)

(1) Annual True-up Process. Following thecompletion of each year of the TermPeriod, the Telephone Company willreview the Customer’s MARC-EligibleCharges to determine whether theCustomer has complied with the MARC.If the Customer fails to comply withthe MARC for any year during the TermPeriod, determined as of theAnniversary Date, the TelephoneCompany will bill and Customer willpay an amount equal to the differencebetween the MARC and the Customer’sactual billed recurring revenue forContributory Services (Annual True-UpAmount). The True-up calculation willbe performed as follows:

MARC – MARC-Eligible Revenue = AnnualTrue-Up Amount

The Customer must pay any Annual True-Up Amount within thirty (30) daysafter receipt of an invoice from theTelephone Company.

(C) Credit Schedule and ApplicationFollowing each Anniversary Date, if theCustomer has complied with the MARC andis otherwise in compliance with thisContract Offer, the Customer shall beeligible to receive an annual credit ofseven and one-half percent (7.5%) of theportion of MARC-Eligible Chargesattributable to Subject Services (only),up to a maximum of $2,250,000 for eachyear of the Term Period. Credits will beapplied to the Customer’s bill no laterthan ninety (90) days after eachAnniversary Date.

Example : If the MARC is 28,759,000.00,and the Customer’s MARC-Eligible Chargesfor that year are 29,000,000, theCustomer will be eligible to receive acredit of $29,000,000 x 7.5% =

(N)

(N)





$2,175,000.





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41.177.7. Non-Recurring Charges

(A) Conversion of Unbundled Network Elementsand Upgrades of Existing Special AccessServices.

The Telephone Company will waiveapplicable installation non-recurringcharges (NRCs) associated with theconversion of Unbundled Network Elements(UNEs) or upgrades of existing specialaccess services to Subject Servicespurchased pursuant to this ContractOffer, except for Access Order charges.

(B) New Subject Services .

The Telephone Company will waiveapplicable installation NRCs for newSubject Services purchased pursuant tothis Contract offer, except for AccessOrder Charges.

In the event that the installation NRCsare billed by the Telephone Company, theCustomer will receive credits for thesecharges on a quarterly basis. TheCustomer must pay all other applicableNRCs, including, but not limited to,rearrangement charges, specialconstruction charges, access ordercharges, cancellation charges and AccessOrder Modification charges, as describedin SWBT Tariff F.C.C. Tariff No.73, forSubject Services pursuant to thisContract Offer.

(N)

(N)





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41. 177.8. Termination Liability Waiver

The Telephone Company will waive termination liabilitycharges for moves and/or disconnection of SubjectServices, as provided in this Section 41.177.8. In theevent that termination liability charges for any suchmoves and/or disconnections are billed by theTelephone Company, the Customer will receive creditsfor these charges on a quarterly basis. For theCustomer to receive credits, or a waiver oftermination liability charges for such moves and/ordisconnects, the following conditions must be met:

(A) The Customer must be in compliance with all Termsand Conditions of this Contract Offer;

(B) The Customer shall be permitted to move and/ordisconnect Subject Services from any of theConcurrently Subscribed Contract Offers describedin Section 41.177.3;

(C) DS1 Subject Services must have been in service fora minimum of one(1) month from the originalinstallation date; and

(D) DS3 Subject Services must have been in service fora minimum of one (1) year from the originalinstallation date.

41.177.9. Mergers and Acquisitions involving the Customer.

The Terms and Conditions of this Contract Offer shallcontinue in full force and in effect notwithstandingany merger or acquisition affecting the Customer orthe Telephone Company. A merger or acquisition,within the meaning of this provision, shall include,without limitation, any transaction in which theCustomer, in whole or in part, merges with, acquires,is acquired by, or sells all or substantially all itsstock or assets to any other entity, or purchases allor substantially all stock or assets of anothercompany. Upon the Transaction Close Date of themerger or acquisition, if the other company involvedin the merger or acquisition also purchases SubjectServices from the Telephone Company, the SubjectServices, as provided for in this Contract Offer, willcontinue to be maintained at the same volume, rates,Terms and Conditions, as outlined herein. TheTransaction Close Date shall be defined as the datethat the stock purchase is complete and/or the finaldate on which the assets of the acquired/mergedcompany have been purchased.

(N)

(N)





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41.177.10. Assignment/Transfer

If the Customer wishes to assign or transfer its useof services under this Contract Offer pursuant to SWBTTariff F.C.C. Tariff No.73, Section 2.2.1, theTelephone Company will acknowledge such transfer orassignment if the criteria in SWBT Tariff F.C.C.Tariff No.73, Section 2.2.1, are fulfilled, unless 1)the proposed assignee or transferee demonstrates alack of credit worthiness under one of the criteria in(A), (B), or (C), below, or 2) if the proposedassignee or transferee or its parent has commenced avoluntary receivership or bankruptcy proceeding (orhad a receivership or bankruptcy proceeding initiatedagainst it).

(A) Any debt securities of the proposed assignee ortransferee or its parent (defined as an entitythat owns directly or indirectly more than fiftypercent (50%) of the equity of the proposedassignee or transferee) are rated below investmentgrade, as defined by the Securities and ExchangeCommission; or

If any debt securities of a proposed assignee ortransferee or its parent are rated the lowestinvestment grade and have been placed on review bythe rating organization for a possible downgrade.

(B) The proposed assignee or transferee or its parentdoes not have any outstanding securities rated bycredit rating agencies, e.g., Standard and Poor's,but does have a Dun and Bradstreet rating, and theproposed assignee or transferee is rated:

(1) "fair" or below in a composite creditappraisal published by Dun and Bradstreet; or

(2) "high risk" in a Paydex score as published byDun and Bradstreet.

(C) If the information required to review theassignee’s or transferee’s credit worthinesspursuant to either Subsection (A) or (B) of thisSection 41.177.10 is not available, the TelephoneCompany shall exercise its reasonable discretionin determining the credit worthiness of theassignee or transferee based on any informationavailable.

(N)

(N)





ACCESS SERVICE



41.177.11. Termination Liability

(A) Termination Liability Charges

If this Contract Offer is terminated either (i) byCustomer for any reason other than a materialdefault by the Telephone Company, or (ii) by theTelephone Company due to Customer’s materialbreach of this Contract Offer (including, withoutlimitation, Customer’s failure to remit any AnnualTrue-up payment as provided in Section 41.177.6 ofthis Contract Offer), the Customer must pay theTelephone Company termination liability charges asdescribed below. These charges shall become dueas of the effective date of the cancellation ortermination. If the Customer fails to meet any ofthe eligibility criteria in Section 41.177.2 orfails to comply with any of the Terms andConditions of this Contract Offer, the TelephoneCompany shall provide the Customer with writtennotification of such non-compliance, and theCustomer will have sixty (60) days to comply. Ifthe Customer does not comply within such timeperiod, the Customer will be deemed to haveterminated its participation in Contract Offer No.177, and termination liability charges will apply,as stated below, and will be payable pursuant toSWBT Tariff F.C.C. Tariff No.73. The terminationliability charge shall be equal to the following:

(1) One-hundred percent (100%) of all creditsand/or waivers of NRCs or terminationliability charges provided under this ContractOffer six (6) months immediately prior to thedate of termination, plus

(2) Thirty-five percent (35%) of the MARC for theremainder of the Term Period, which amountwill be pro-rated for any partial yearsremaining in the Term Period.

(B) This Section 41.177.11 sets forth the sole andexclusive remedies for termination of thisContract Offer No.177, except for charges due andpayable for Contributory Services rendered priorto the date of termination, and any NRCs and/ortermination liability charges that may become dueand payable in accordance with Sections 41.177.7and 41.177.11.

(N)

(N)





ACCESS SERVICE



41.177.12. New Special Access Service Offerings.

If the Telephone Company makes available oneor more new special access service offeringscapable of substituting for the SubjectServices provided under this Contract Offer,the Customer will be permitted to enter intoa new contract offer, or other contract ortariff arrangement, to purchase the newservice offerings from the Telephone Companyin substitution for the Subject Servicesprovided under this Contract Offer, withoutincurring termination liability under thisContract Offer, provided, however, that theCustomer’s Contract Offer, or other contractor tariff governing the new serviceofferings, must include a term period andrevenue.

(N)

(N)

Documents

TARIFF DISTRIBUTION FILE PACKAGE NO.: 3332 DATE: December …cpr.att.com/pdf/fcc-swbt/filings/appr/3332.pdf · 2011-12-01 · 7341 41-1603 0000 7341 41-1604 0000 7341 41-1605 0000