SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 731155th Revised Page 1
Cancels 1154th Revised Page 1
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
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, 62, 63 and 64 contain all changes from theoriginal tariff that are in effect on the date hereof.
Number of Number of Number ofRevision Revision RevisionExcept as Except as Except as
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 7323rd Revised Page 1.39
Cancels 22nd Revised Page 1.39
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
ACCESS SERVICECHECK SHEET (Cont'd)
Number of Number of Number ofRevision Revision RevisionExcept as Except as Except as
Page Indicated Page Indicated Page Indicated
41-1565 Original 41-1611 Original 41-1657 Original41-1566 Original 41-1612 Original 41-1658 Original41-1567 Original 41-1613 Original 41-1659 Original41-1568 Original 41-1614 Original 41-1660 Original41-1569 Original 41-1615 Original 41-1661 Original41-1570 Original 41-1616 Original 41-1662 Original41-1571 Original 41-1617 Original 41-1663 Original41-1572 Original 41-1618 Original 41-1664 Original41-1573 Original 41-1619 Original 41-1665 Original41-1574 Original 41-1620 Original 41-1666 Original41-1575 Original 41-1621 Original 41-1667 Original41-1576 Original 41-1622 Original 41-1668 Original41-1577 Original 41-1623 Original 41-1669 Original41-1578 Original 41-1624 Original 41-1670 Original41-1579 Original 41-1625 Original 41-1671 Original41-1580 Original 41-1626 Original 41-1672 Original41-1581 Original 41-1627 Original 41-1673 Original41-1582 Original 41-1628 Original 41-1674 Original41-1583 Original 41-1629 Original 41-1675 Original41-1584 Original 41-1630 Original 41-1676 Original41-1585 Original 41-1631 Original 41-1677 1st41-1586 Original 41-1632 Original 41-1678 Original41-1587 Original 41-1633 Original 41-1679 Original41-1588 Original 41-1634 Original 41-1680 Original41-1589 Original 41-1635 Original 41-1681 Original41-1590 Original 41-1636 Original 41-1682 Original41-1591 Original 41-1637 Original 41-1683 Original41-1592 Original 41-1638 Original 41-1684 Original41-1593 Original 41-1639 Original 41-1685 Original41-1594 Original 41-1640 Original 41-1686 Original41-1595 Original 41-1641 Original 41-1687 Original41-1596 Original 41-1642 Original 41-1688 Original41-1597 Original 41-1643 Original 41-1689 Original41-1598 Original 41-1644 Original 41-1690 Original41-1599 Original 41-1645 Original 41-1691 Original41-1600 Original 41-1646 Original 41-1692 Original41-1601 Original 41-1647 Original 41-1693 Original41-1602 Original 41-1648 Original 41-1694 Original41-1603 Original 41-1649 Original 41-1695 Original41-1604 Original 41-1650 Original 41-1696 Original*41-1605 Original 41-1651 Original 41-1697 Original*41-1606 Original 41-1652 Original 41-1698 Original*41-1607 Original 41-1653 Original 41-1699 Original*41-1608 Original 41-1654 Original 41-1700 Original*41-1609 Original 41-1655 Original 41-1701 Original*41-1610 Original 41-1656 Original 41-1702 Original*
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 738th Revised Page 1.40
Cancels 7th Revised Page 1.40
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
ACCESS SERVICECHECK SHEET (Cont'd)
Number of Number of Number ofRevision Revision RevisionExcept as Except as Except as
Material previously appeared on this page now appears on Original Page 31.12
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 31.13
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
ACCESS SERVICETABLE OF CONTENTS
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 theforbearance relief pursuant to FCC Memorandum Opinion and Order No. 07-180, released October12, 2007. Terms and Conditions associated with de-tariffed services are available atwww.att.com/guidebook .
Material appearing on this page previously appeared on 37th Revised Page31.12
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1696
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
ACCESS SERVICE
41. Pricing Flexibility Contract Offerings
41.185 Contract Offer No. 185 – Access Service
41.185.1 General Description
The Special Access Service Offer (Contract Offer No.185, or Contract Offer) is a Minimum Annual RevenueCommitment plan for which concurrent subscription isrequired to this Contract Offer and the followingAccess Tariffs: Nevada Bell Telephone Company (NBTC)Tariff F.C.C. No. 1, Contract Offer No. 29; PacificBell Telephone Company (PBTC) Tariff F.C.C. No. 1,Contract Offer No. 164; The Southern New EnglandTelephone (SNET) Tariff F.C.C. No. 39, Contract OfferNo. 58; BellSouth Telecommunications, LLC (BellSouth)Tariff F.C.C. No. 1, Contract Offer No. 80; andAmeritech Operating Companies (Ameritech) Tariff F.C.C.No. 2, Contract Offer No. 215 (collectively, with thisContract Offer No. 185, the “Concurrently SubscribedContract Offers”). NBTC, PBTC, SNET, BellSouth,Ameritech and the Telephone Company may be identifiedas the “Qualified Companies.”
The Concurrently Subscribed Contract Offers require theCustomer to make and satisfy a Minimum Annual RevenueCommitment (MARC), as defined in Section 41.185.5. TheMARC consists of certain recurring revenues from “MARC-Eligible Services” as defined in Section 41.185.5 (A),below for Services listed under this Contract Offer,purchased from the Qualified Companies, and as providedin the Concurrently Subscribed Contract Offers.
The MARC-eligible services provided by the TelephoneCompany are described in Section 41.185.2.
Contract Offer No. 185 will be available forsubscription only from March 30, 2013 through April 30,2013. This offer is not renewable.
41.185.2 Subject and Non-Subject Services
Those services for which recurring charges are includedin MARC calculations under this Contract Offer (MARC-eligible services) are: (i) Subject Services, listedin Table B, below; and (ii) Non-Subject Services,listed in Table C, below. Subject Services and Non-Subject Services must be provided by the TelephoneCompany and located within the “Operating Territory” ofthe Telephone Company, as described in SWBT TariffF.C.C. No. 73, Section 15 (Operating Territory).
x – Filed under the authority of Special Permission No. 13-004 of the F.C.C.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1697
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.2 Subject and Non-Subject Services (Cont’d)
(A) Contract Offer No. 185 is available for qualifiedspecial access services located in the MSAs forwhich the Telephone Company has been granted PhaseII pricing flexibility, as listed in SWBT TariffF.C.C. No. 73, Section 39, and those listed inTable A. During the Term Period of this ContractOffer No. 185, if the Telephone Company is grantedpricing flexibility relief in additional MSAs notlisted in Section 39 or Table A, as applicable , atthe time of subscription, the Customer may, at itsoption, include Subject Services in thoseadditional MSAs as eligible for the discountsunder this Contract Offer No. 185.
Table A
El Paso TXBeaumont TXNon-MSA KSNon-MSA MO
(B) Subject Services
Subject Services are pricing flexibility qualifiedaccess services or rate elements listed in TableB, below.
Tabl e B – Subject Services
Category Services IncludedInterstate special accesslocated in pricingflexibility MetropolitanStatistical Areas (MSAs),including all rateelements that qualify foreither Phase I or Phase IIpricing flexibility.
All Voice Grade(VG),DS0, DS1 andDS3 special accessservices or rateelements that areeligible for pricingflexibility
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1698
Category Services IncludedInterstate special accessServices provided by theTelephone Company but notlocated in pricingflexibility MetropolitanStatistical Areas (MSAs) orany rate elements located inpricing flexibility MSAs butnot subject to pricingflexibility relief.
Any VG, DS0, DS1, andDS3 special accessservices and rateelements not listed inTable B
(D) All terms and conditions for those MARC-EligibleServices that are tariffed are governed by theirrespective tariff sections, except as noted in thisContract Offer. All terms and conditions for those MARC-Eligible Services that are not tariffed are governed bythe applicable guidebooks, service guides or contracts.
(E) Subject Services and Non-Subject Services shallalso include any additional similar or successorservices which are provided by the TelephoneCompany during the Term Period, but which were notavailable as of the effective date of thisContract Offer No. 185.
1 Optical Carrier Network (OCN) Point-to-Point, Dedicated SONET Ring Service (DSRS), GigaMAN ®,
DecaMAN®, WaveMANSM , OPT-E-MAN Service and AT&T Switched Ethernet Services are now provided on
a contractual basis outside of the tariff, including all terms and conditions. As required by
the Commission, to allow the Telephone Company to take advantage of the relief granted in the
Commission's Memorandum Opinion and Order No. 07-180 released October 12, 2007, services have
been de-tariffed by the Telephone Company. Rates, terms and conditions associated with de-
tariffed services are available at www.att.com/guidebook.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1699
As of the time of the Customer’s subscription tothis Contract Offer, the Customer may not bepurchasing interstate or intrastate special accessservices from the Telephone Company pursuant toany pricing flexibility contract offer, broadbandservices agreement, intrastate “ICB” contract orother individually negotiated tariff or agreementthat includes any minimum volume or revenuecommitment, other than the Concurrently SubscribedContract Offers unless such other individuallynegotiated tariff or agreement expressly refers tothe Concurrently Subscribed Contract Offers. Forpurposes of this Section 41.185.3, tariff discountplans other than pricing flexibility contracttariffs shall not be deemed to be individuallynegotiated.
41.185.4 General Terms and Conditions
The following terms and conditions apply to thisContract Offer:
(A) Subscription.To subscribe to this Contract Offer, the Customermust submit a Letter of Subscription (LOS) to theTelephone Company. The Customer must identify inthe LOS all Access Customer Name Abbreviations(ACNAs) that the Customer designates for inclusionin this Contract Offer (Eligible ACNAs). Servicesordered or purchased under other ACNAs may not betransferred to, or converted for inclusion under,this Contract Offer.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1699
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
x – Filed under the authority of Special Permission No. 13-004 of the F.C.C.
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1700
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.4 General Terms and Conditions (Cont’d)
(B) Term Period.
The term of this Contract Offer No. 185 (TermPeriod) shall be sixty (60) months, beginning oneither (i) the first day of the calendar monthfollowing the date on which the Letter ofSubscription (LOS) is signed by the Customer(Subscription Date) if the Subscription Date iswithin the last five (5) days of a calendar month,or (ii) if (i) does not apply, the first day ofthe calendar month in which the Subscription Dateoccurs. Each successive twelve (12) month periodof the Term Period, beginning with theSubscription Date, shall be referred to as a TermYear. The benefits of this Contract Offer,including, without limitation, the accrual ofcredits pursuant to this Contract Offer, andCustomer’s obligation to meet the MARC, shallcease upon the expiration of the Term Period .
(C) Credits earned by the Customer under this ContractOffer No. 185 and the other ConcurrentlySubscribed Contract Offers shall be applied asdescribed in Section 41.185.6, below, and in theanalogous sections of the other ConcurrentlySubscribed Contract Offers.
(D) MARC-Eligible Services may not be purchasedpursuant to any pricing flexibility contractoffer, broadband services agreement, intrastate“ICB” contract or other individually negotiatedtariff or agreement that includes any minimumvolume or revenue commitment, other than theConcurrently Subscribed Contract Offers (any suchprecluded tariffs or agreements hereafter referredto as an “Other Commitment Agreement”), unless theOther Commitment Agreement expressly refers tothis Contract Offer and expressly permits theCustomer to purchase such services subject to boththis Contract Offer and the Other CommitmentAgreement. The word “purchase,” as used in theforegoing sentence, refers to the Customerobtaining or using any service in exchange forcompensation, regardless of when the service wasordered or installed. If either party determinesthat the Customer is purchasing service pursuantto an Other Commitment Agreement, parties willcooperate in good faith to modify or terminatesuch Other Commitment in a manner consistent withthis Contract Offer.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1701
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.4 General Terms and Conditions (Cont’d)
(E) Credits to be provided under this Contract Offerwill not be issued unless and until the Customerhas paid all billed charges for MARC-EligibleServices due and owing as of the date the creditsare issued (excluding amounts properly disputed),and is otherwise in material compliance with thisContract Offer.
(F) Subject Services are subject to certain rates,charges and general terms and conditions in othersections of SWBT Tariff F.C.C. No. 73 (Sections 2-General Regulations, 5-Ordering Options forSwitched & Special Access Service, and 13-Additional Engineering, Additional Labor &Miscellaneous Services), and such terms andconditions may be modified through the filing oftariff changes at any time during the ContractTerm. However, such tariff modifications will notchange the Terms and Conditions described in thisContract Offer.
(G) The Customer must maintain an Access Service Ratioof eighty five percent (85%) or greater,calculated as described below, for servicespurchased by the Customer in the MSAs identifiedin Section 41.185.2 of the Contract Offer and inthe analogous sections of the other ConcurrentlySubscribed Contract Offers (calculated in theaggregate).
The Access Service Ratio is calculated as followsin the aggregate, for all of the ConcurrentlySubscribed Contract Offers:
Access RevenueAccess Revenue + Wholesale Revenue
(1) Access Revenue is the Customer’s interstaterecurring billed revenue, in the aggregate,for all of the Concurrently SubscribedContract Offers associated with the rateelements defined in Table D, below:
Table DService SWBT Tariff F.C.C. No.
73,VG, DS1 and DS3 Services Sections 7 and 39
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1702
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.4 General Terms and Conditions (Cont’d)
(G) (Cont’d)
(1) Wholesale Revenue is the Customer’s recurringbilled revenue for associated rate elements,as defined in Table E, below, not included inthe interstate tariff(s) and/or the InterstateAccess Guidebook.
Table EService Level Associated Rate Elements Not Included
Dark Fiber – InterofficeDark Fiber – LoopDark Fiber – SubloopDark Fiber – Cross ConnectsUnbundled Dedicated Transport
(2) The terms of the Access Service Ratioapplicable to this Contract Offer shall notalter the terms of any Access Service Ratioprovision(s) of any other tariff under whichthe Customer obtains service.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1703
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.4 General Terms and Conditions (Cont’d)
(H) Breach and Cure .
If either party breaches any material term of thisContract Offer, and the breach continues un-remedied for sixty (60) days after written noticeof default, or in case of the Customer’s breach ofthe provisions of Section 41.185.4(G) (AccessService Ratio) one hundred twenty (120) days afterwritten notice of default, the other party mayterminate this Contract Offer for cause. If theCustomer is in breach of its payment obligations,and fails to make payment in full within thirty(30) days after receipt of written notice ofdefault, the Telephone Company may, at its option,terminate this Contract Offer, terminate anySubject Services, suspend the Customer’s orderingcapability, and/or require a deposit, advancedpayment, or other satisfactory assurances as acondition of the continued effectiveness of thisContract Offer and/or the continued provision ofSubject Services, except that the TelephoneCompany will not take any such action as a resultof the Customer's non-payment of a charge subjectto a timely billing dispute, unless the TelephoneCompany has reviewed the dispute and determinedthat the charge is correct. The foregoingsentence does not limit the Telephone Company’sright to withhold credits, as provided in Section41.185.4(E). This Contract Offer may be terminatedby either party immediately upon written notice ifthe other party has become insolvent or involvedin a liquidation or termination of its business,or adjudicated bankruptcy, or been involved in anassignment for the benefit of its creditors. TheCustomer shall be liable to the Telephone Companyfor termination liability charges, as provided inSection 41.185.13. This Section 41.185.4 shall notalter the rights of the Telephone Company in caseof interference with, impairment of or unlawfuluse of service.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1704
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.5 Minimum Annual Revenue Commitment (MARC)
(A) MARC Establishment
The Customer must satisfy a Minimum Annual RevenueCommitment (MARC) for each Term Year.Calculations related to the MARC (includingsatisfaction of the MARC) shall be determinedaccording to gross billed recurring charges underEligible ACNAs, after application of any discountsor credits applicable to those recurring revenues(except Area Commitment Plan credits under theBellSouth Tariff F.C.C. No. 1, any credits issuedunder the Concurrently Subscribed Contract Offersand any circuit-specific monthly recurring chargecredits for any broadband services provided undera broadband services agreement with the QualifiedCompanies, as well as adjustments for overbilling,under billing and billing dispute settlementsaddressed during the Annual True-up Process only,for MARC-Eligible Services, as defined in theConcurrently Subscribed Contract Offers andpurchased under the Eligible ACNAs (collectively,“MARC-Eligible Charges”). MARC-eligible services,as described in the Concurrently SubscribedContract Offers, are collectively referred as“MARC-Eligible Services.” The Customer’s MARC-Eligible Charges shall specifically exclude MARCAttainment Credits, non-recurring charges, usage-based charges. The Customer’s MARC obligationshall be a continuing obligation during the entireTerm Period.
(B) MARC Calculations
The Customer’s MARC for the first year of the TermPeriod shall be the greater of: (i) ninety fivemillion dollars ($95,000,000), or (ii) Customer’sMARC-Eligible Charges during the three (3) monthsimmediately prior to the Subscription Date,multiplied by four (4), rounded up to the nearestthousand dollars. The MARC for each subsequentTerm Year shall be the greater of the MARC-Eligible charges for the last three (3) fullcalendar months of the previous Term Yearmultiplied by four (4), rounded up to the nearestthousand dollars or the MARC from the previousTerm Year.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1705
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185 .6 MARC Attainment Credit
(A) The Customer will qualify for MARC AttainmentCredits (“MAC”) as provided in this Section41.185.6 if it meets the requirements specified inthis Section 41.185.6. The amount of the MAC forwhich the Customer qualifies will be determinedaccording to the amount of the Customer’s MARC-Eligible Charges, as provided in Table F, below,subject to the provisions of this Section41.185.6.
Each Term Year will be divided into three (3)periods of four (4) consecutive months, forpurposes of applying MAC (each such period to bereferred to as an “Attainment Credit Period”).During the first two (2) Attainment Credit Periodsof each Term Year, the Customer will qualify for aMAC for any Attainment Credit Period during whichthe Customer’s MARC-Eligible Charges are equal toor greater than one-third (1/3) of the MARC thatapplies during that Term Year. The MAC for thefirst two (2) Attainment Credit Periods of eachTerm Year will be calculated by multiplying theApplicable Credit Percentage (as shown in Table F)associated with the “Initial Credit Tier” for thatTerm Year by the amount of the Customer’s MARC-Eligible Charges attributable to Subject Servicesduring that Attainment Credit Period. For theavoidance of doubt, the Applicable CreditPercentage (as shown in Table F) is based on theTerm Year 1 MARC for all Term Years, and shall notbe adjusted for any increases in the MARC afterTerm Year 1. The “Initial Credit Tier” for eachTerm Year will be the Credit Tier for which theMARC for that Term Year falls within the rangefrom the Minimum MARC-Eligible Charges through theMaximum MARC-Eligible Charges associated with thatCredit Tier. The MAC for the third (3 rd ) CreditAttainment Period of each Term Year shall bedetermined according to the “Annual True-Up ofMARC Attainment Credits,” as described in Section41.185.6(B), below. If the Customer does notqualify for a MAC for any Attainment CreditPeriod, no MAC will be issued at the end of thatCredit Attainment Period; however, the Customermay be eligible to receive the MAC subsequently,as provided in the “Annual True-Up of MARCAttainment Credits,” as described in Section41.185.6(B), below.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1706
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185 .6 MARC Attainment Credit (Cont’d)
(A) (Cont’d)
Any MAC shall be allocated among the ConcurrentlySubscribed Contract Offers in proportion to theMARC-Eligible Charges attributable to SubjectServices, and billed under each of theConcurrently Subscribed Contract Offers during therelevant Attainment Credit Period. Any MAC willbe issued in arrears, within ninety (90) daysafter the end of the Attainment Credit Periodduring which the Customer qualified for the MAC.
Example 1:
Assume that the Customer’s MARC for Term Year 1 is$100 million. The Initial Credit Tier for TermYear 1 will be Tier 1 (which includes the rangefrom $100 million to $109,999,999.99), and the“Applicable Credit Percentage” for the first twoCredit Attainment Periods of Term Year 1 will befive percent (5%). During the first CreditAttainment Period of Term Year 1, the Customer’stotal MARC-Eligible Charges are $34 million, andthe MARC-Eligible Charges attributable to SubjectServices are $20 million. Because the Customer’sMARC-Eligible Charges are greater than one-third ofthe MARC, a MAC will be issued for five percent(5%) of $20 million, or $1 million, for the firstCredit Attainment Period of Term Year 1.
Example 2:
Assume that the Customer’s MARC for Term Year 2 is$110 million. The Initial Credit Tier for TermYear 2 will be Tier 2 (which includes the rangefrom $110 million through $120,999,999.99), andthe “Applicable Credit Percentage” for the firsttwo Credit Attainment Periods of Term Year 2 willbe six percent (6%). During the first CreditAttainment Period of Term Year 2, the Customer’stotal MARC-Eligible Charges are $38 million, andthe MARC-Eligible Charges attributable to SubjectServices are $25 million. Because the Customer’sMARC-Eligible Charges are greater than one-thirdof the MARC, a MAC will be issued for six percent(6%) of $25 million, or $1.5 million, for thefirst Credit Attainment Period of Term Year 2.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1707
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185 .6 MARC Attainment Credit (Cont’d)
(B) Annual True-up Process
(1) Annual Shortfall. If, at the end of any TermYear, the amount of the Customer’s MARC-Eligible Charges is less than the MARC forthat Term Year, the Qualified Companies shallbill, and the Customer shall pay, an amountequal to the difference between the MARC andthe Customer’s MARC-Eligible Charges for thatTerm Year (“Annual Shortfall”). Any AnnualShortfall will be allocated among theQualified Companies according to the amountsof MARC-Eligible Charges attributable toSubject Services and billed by the QualifiedCompanies during the relevant Term Year. Uponpayment of the Annual Shortfall, the QualifiedCompanies shall issue to the Customer a creditin the amount, if any, by which the “MinimumAnnual MAC” exceeds the MAC previously issuedto the Customer during that Term Year. The“Minimum Annual MAC” is the product of (a) theApplicable Credit Percentage associated withthe Initial Credit Tier for that Term Yeartimes (b) the MARC-Eligible Chargesattributable to Subject Services during therelevant Term Year. Notwithstanding theforegoing, the Qualified Companies may, withthe agreement of the Customer, offset all orpart of the credit amount against all or partof the Annual Shortfall, in lieu payment ofthe full amount of the Annual Shortfall. Ineither case, the credit issued to the Customermay be referred to as a “Shortfall True-UpCredit.” Any Shortfall True-Up Credit will beallocated among the Qualified Companiesaccording to the amounts of MARC-EligibleCharges attributable to Subject Services andbilled by the Qualified Companies during therelevant Term Year.
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1709
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185 .6 MARC Attainment Credit (Cont’d)
(B) Annual True-up Process (Cont’d)
(1) Annual Shortfall. (Cont’d)Example:Assume that, the Customer’s Term Year 1 MARCwas $100 million, and its Term Year 2 MARC is$110 million, so the Initial Credit Tier isTier 2, and the Applicable Credit Percentageis six percent (6%). Also assume that, duringTerm Year 2, the Customer receives $2 millionin MAC during the first two Credit AttainmentPeriods of Term Year 2 and that, as of the endof Term Year 2, the Customer’s MARC-EligibleCharges are $109 million, of which the amountattributable to Subject Services is $80million. The Customer must pay an AnnualShortfall of $1 million. Upon payment of thatamount, the Qualified Companies will issue aShortfall True-Up Credit to the Customer inthe amount of $2.8 million (6% x $80 million =$4.8 million, minus $2 million in MACpreviously issued during Term Year 2). In thealternative, with the Customer’s agreement,the Qualified Companies could instead offsetthe $1 million Annual Shortfall against the$2.8 million credit amount, and issue to theCustomer a Shortfall True-Up Credit of $1.8million.
(1) Annual True-Up of Attainment Credits. If, atthe end of a Term Year, the amount of theCustomer’s MARC-Eligible Charges is equal to,or greater than, the MARC for that Term Year,the Telephone Company will issue a credit (a“MAC Achievement Credit”) in the amount bywhich the “Achieved Annual MAC” exceeds theMAC previously issued to the Customer duringthat Term Year. The “Achieved Annual MAC” isequal to the product of (a) the ApplicableCredit Percentage for the Credit Tierassociated with the amount of the Customer’sMARC-Eligible Charges for that Term Year times(b) the MARC-Eligible Charges attributable toSubject Services and billed by the QualifiedCompanies during the relevant Term Year. AnyMAC Achievement Credit will be allocated amongthe Qualified Companies according to theamounts of MARC-Eligible Charges attributable
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SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1709
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
to Subject Services during the relevant TermYear.
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1710
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185 .6 MARC Attainment Credit (Cont’d)
(B) Annual True-up Process (Cont’d)
(1) Annual True-Up of Attainment Credits. (Cont’d)Example:Assume that the Customer’s Term Year 1 MARCwas $100 million, and its Term Year 2 MARC is$110 million. Also assume that the Customer’sMARC-Eligible Charges for Term Year 2 are $123million, of which the amount attributable toSubject Services is $80 million, and that theCustomer has received $2 million in MAC duringthe first two Credit Attainment Periods ofTerm Year 2. The Credit Tier applicable inTerm Year 2 will be Tier 3 (which applies ifthe Customer’s MARC-Eligible Charges fall inthe range from $121,000,000 through$133,099,999.99), and the Applicable CreditPercentage is seven percent (7%). TheQualified Companies will issue a MACAchievement Credit in the amount of $3.6million (7% x $80 million = $5.6 million,minus $2 million in MAC previously issued inTerm Year 2).
41.185.7 Rate Stability Credit
If the Telephone Company increases the MonthlyRecurring Charges (MRCs) applicable to Subject Servicesin Phase II pricing flexibility MSAs, as listed in SWBTTariff F.C.C. No. 73, Section 39, the Telephone Companywill issue credits to the Customer to offset theincrease in MRCs. The amount of such credits, ifapplicable, will be equal to the difference between theincreased MRCs and the MRCs in effect as of theSubscription Date, during the period to be covered bythe credits. Any such credits will be issuedconcurrently with MAC, as provided in Section 41.185.6,provided, however, that the following shall not beconsidered such a rate increase: (i) any rate changeresulting from a grant of Phase II pricing flexibilityfor any MSA subject to this Contract Offer, or (ii) anychange in applicable charges due to the expiration of aterm commitment or payment plan.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1711
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.8 Service Level Assurance
(A) Service Level Assurance (SLA). The Customer willbe eligible for additional credits if certainService Level Assurance (SLA) benchmarks are notachieved by the Qualified Companies, as providedbelow. SLA Benchmark measurements will becalculated in the aggregate, for all DS1 and DS3Subject Services provided to the Customer by theQualified Companies, for each Term Year. SLAbenchmark measurements will be calculatedaccording to the Qualified Companies’ generallyapplicable business rules and criteria associatedwith each of the SLA benchmark measurements. TheSLA benchmarks will apply to both DS1 and DS3services on a combined basis. SLA will apply tothe following service performance measurements.
(1) Mean Time to Repair (MTTR). “Mean Time toRepair” means the sum of the “Receipt toRestore Durations” of “Total TroubleReports” divided by the number of TotalTrouble Reports. “Total Trouble Reports”means all closed Customer trouble reports.“Receipt to Restore Duration” means thenumber of minutes (converted to hours) fromthe date and time each such trouble reportis received by the Telephone Company to thedate and time each such trouble report isclosed.
(2) On Time Delivery. “On Time Delivery” meansthe percentage of total Customer orders thatare completed on or before their due dates.
(3) New Circuit Failure Rate. “New CircuitFailure Rate” means the percentage of totalfor new circuits that are subject to troublereports within thirty (30) calendar daysafter the date of installation.
(4) Repeat Reports within 30 Days. “RepeatReports within 30 Days” means the percentageof closed trouble reports for any circuitthat are received within thirty (30)calendar days after the restoral date of aprior closed trouble report for the samecircuit.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1712
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.8 Service Level Assurance (Cont’d)
(B) SLA Measurements and Benchmarks. If the QualifiedCompanies fail to achieve the benchmarks set forthin Table G, below, SLA Credits shall apply asprovided in Section 41.185.8(C), below.
Tabl e G – SLA Measurements and BenchmarksMeasurement BenchmarkMTTR 4.5 HoursOn Time Delivery 95%New Circuit Failure Rate 4.5%Repeat Reports 14.5%
(C) SLA Credits. Within ninety (90) days after theend of each Term Year, the Qualified Companieswill provide the Customer with a report ofperformance for the SLA measurements set forth inthis Contract Offer. If the Qualified Companiesfail to achieve the benchmarks in this ContractOffer, the Qualified Companies will issue SLACredits to the Customer, as set forth in Table H,below (SLA Credits). A single SLA Credit willapply per SLA benchmark, per Term Year, for theQualified Companies in the aggregate. Any SLACredits will be issued to the Customer withinninety (90) days after the end of each Term Year,and will be allocated among the QualifiedCompanies according to the amounts of MARC-Eligible Charges attributable to Subject Servicesand billed by the Qualified Companies during therelevant Term Year.
Tabl e H – SLA Performance Credits
Measurement
Credit if BenchmarkNot Achieved Per
Term YearMTTR $100,000On Time Delivery $100,000New Circuit Failure Rate $100,000Repeat Reports within 30days
$100,000
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1713
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.9 Termination Liability Credit
The Qualified Companies will bill, and the Customershall pay termination liability charges as they come duein accordance with applicable tariffs. The QualifiedCompanies will issue credits for otherwise applicabletermination liability charges for moves and/ordisconnections of non-channelized DS1 and/or non-channelized DS3 Subject Services located in pricingflexibility MSAs, which circuits connect to end userlocations, up to the maximum credit amounts set forth inTable I, below. A single maximum Termination LiabilityCredit will apply per Term Year for the QualifiedCompanies in the aggregate. In the event thattermination liability charges for any moves and/ordisconnections eligible for credits under this provisionare billed by the Qualified Companies, the TelephoneCompany will issue credits for such charges once everyfour months up to the maximum Termination LiabilityCredit amount shown in Table I, below, within ninety(90) days after the end of the four (4) month period.Termination Liability Credits will be allocated amongthe Qualified Companies according to the amounts ofMARC-Eligible Charges attributable to Subject Servicesand billed by the Qualified Companies during therelevant Term Year.
Subject Services eligible for termination liabilitywaivers under the Concurrently Subscribed ContractOffers shall not be eligible for similar terminationliability waivers under any other pricing flexibilitycontract offer, promotional offering, discount plan orother arrangement.
(A) Any DS1 Subject Service must have been in servicefor a minimum of one (1) month from its originalinstallation date.
(B) Any DS3 Subject Service must have been in servicefor a minimum of one (1) year from its originalinstallation date.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1714
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.9 Termination Liability Credit (Cont’d)
Table I: Termination Liability Credit
Term Year If MARC is
Maximum Credit in TermYear
1Term Years
1 MARC$2,000,000
2 through 5110% of
Term Year 1MARC
$2,500,000
2 through 5120% of
Term Year 1MARC
$3,000,000
2 through 5130% of
Term Year 1MARC
$3,500,000
2 through 5140% of
Term Year 1MARC
$4,000,000
2 through 5150% of
Term Year 1MARC
$4,500,000
41.185.10 Non-Recurring Charge Credit
The non-recurring charges (NRCs) set forth in SWBT FCC TariffSection 73, Parts 5, 7, 13 and 39, shall apply to SubjectServices provided under this Contract Offer, subject to thisSection 41.185.10.
(A) The Qualified Companies shall establish on behalf of theCustomer a credit pool in the amount of two millionseven hundred fifty thousand dollars ($2,750,000) foreach Term Year to be applied against NRCs otherwiseapplicable to certain Subject Services during the TermPeriod (NRC Credit Pool). The credit pool will beavailable only for the reimbursement of NRCs associatedwith the following USOCS: (i) TMECS and CLR (for DS1Subject Services); and (ii) NRBSE, NRBMF, NRBMG andNRBMH (for DS3 Subject Services). NRC Credits shall beapplied against NRCs associated with installations ormoves of Subject Services. Notwithstanding anything tothe contrary in the foregoing sentence, NRC Creditsshall not be applied against: (i) NRCs subject towaivers or credits other than those provided under thisSection 41.185.10; (ii) Special Construction Charges; or(iii) termination liability, shortfall, true-up or othercharges resulting from customer’s failure to satisfy aterm, revenue or volume commitment.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1715
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.10 Non-Recurring Charge Credit
(A) The Qualified Companies will bill in accordancewith SWBT Tariff F.C.C. No. 73, Parts 5, 7, 13 and39, and the Customer shall pay NRCs as they comedue. The Qualified Companies will review billingfor such NRCs after each four (4) month period,and will issue credits to the Customer against allsuch NRCs billed within such Term Year up to themaximum amount of two million seven hundred fiftythousand dollars ($2,750,000) for each Term Year.Non-Recurring Charge Credits, if any, will beissued no later than ninety (90) days after theend of each four (4) month period.
(C) Non-Recurring Charge Credits shall apply only tothe installation of new DS1 and DS3 SubjectServices in MSAs eligible for pricing flexibility.Non-Recurring Charge Credits shall not apply toAccess Order Charges, or the substitution, changeor rearrangement of any facilities used inproviding service under this tariff. The creditpool will be available for reimbursement of NRCsassociated with the DS1 USOCs: TMECS and CLR, andwith the DS3 USOCs NRBSE, NRBMF, NRBMG, and NRBMH.
41.185.11 Assignment/Transfer/Successors
(A) Subject to the provisions of Section 41.185.12,the Customer may assign or transfer this ContractOffer if (i) the proposed assignee or transfereedemonstrates credit worthiness under both (1) and(2), below (and if (1) and (2) are not applicableto Customer, then (3) shall apply); and (ii)neither the proposed assignee or transferee norits parent has commenced a voluntary receivershipor bankruptcy proceeding (or had a receivership orbankruptcy proceeding initiated against it) at anytime during the Term Period.
(1) 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 belowinvestment grade, as defined by the Securitiesand Exchange Commission, or if any debtsecurities of a proposed assignee or transfereeor its parent are rated the lowest investmentgrade and have been placed on review by therating organization for a possible downgrade.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1715
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1716
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.11 Assignment/Transfer/Successors
(A) (Cont’d)
(2) The proposed assignee or transferee or itsparent does not have any outstandingsecurities rated by credit rating agencies,e.g., Standard and Poor's, but does have aDun and Bradstreet rating, and the proposedassignee or transferee is rated:
(a) "fair" or below in a composite creditappraisal published by Dun andBradstreet; or
(b) "high risk" in a Paydex score aspublished by Dun and Bradstreet.
(3) If the information required to review theassignee or transferee’s credit worthinesspursuant to either Subsection (1) or (2) ofthis Section 41.185.11(A) is not available,the Telephone Company shall exercise itsreasonable discretion in determining thecredit worthiness of the assignee ortransferee based on any informationavailable.
41.185.12 Mergers and Acquisitions
All provisions of this Contract Offer shall continue infull force and effect if the Customer, in whole or inpart, merges with, acquires, is acquired by, sells allor substantially all of its stock or assets to anyother entity, or purchases all stock or substantiallyall stock or certain assets of another company (theforegoing generally referred to herein as a merger oracquisition). Upon the Transaction Close Date of themerger or acquisition, if the other company involved inthe 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,and Terms and Conditions, as outlined herein, andexisting or new services purchased by such othercompany may not be included in, or purchased under,this Contract Offer. The Transaction Close Date shallbe defined as the date that the stock purchase iscomplete and/or the final date on which the assets ofthe acquired/merged company have been purchased.
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1717
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.13 Termination Liability Charges
(A) Termination liability charges will apply toSubject Services if, and to the extent, suchcharges apply according to any applicableprovisions of SWBT Tariff F.C.C. No. 73.Termination liability charges apply to thisContract Offer, in addition to any terminationliability charges that may apply to SubjectServices, as provided in this Section 41.185.13.
If, prior to the completion of the Term Period,the Customer terminates this Contract Offer No.185 or any of the other Concurrently SubscribedContract Offers for any reason other than materialbreach by the Telephone Company or one of theother Qualified Companies, or if the TelephoneCompany terminates this Contract Offer No. 185, orif one of the other Qualified Companies terminatesits other Concurrently Subscribed Contract Offeras a result of a material breach by the Customer,then this Contract Offer No. 185 shall beterminated (if not already terminated) and theCustomer shall pay a termination liability chargeequal to the MARC Termination Charge plus theaggregate of the following: (as defined below), ifany, (i) the “Pro-rated True-Up Amount” (asdefined below), if any, and (ii) the last two (2)MACs earned by the Customer prior to termination.However, if such earned MACs have not yet beenissued by the Telephone Company, the Customershall not repay such MACs. Instead, any unissuedMAC will not be issued.
(B) The MARC Termination Charge shall be equal to oneof the following, as applicable:
(1) If this Contract Offer is terminated in Term Year1, 10 percent of the MARC for the remainingportion of Term Year 1, plus 10 percent of theMARCs for the remaining years of the Term Period(determined using the MARC for Term Year 1 as theMARC for each of Term Years 2-5);
(2) If this Contract Offer is terminated in Term Year2, 12.5 percent of the Term Year 2 MARC for theremaining portion of Term Year 2, plus 12.5percent of the MARCs for the remaining years ofthe Term Period (determined using the MARC forTerm Year 2 as the MARC for each of Term Years 3-5);
(N)
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1718
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.13 Termination Liability Charges (Cont’d)
(A) (Cont’d)
(3) If this Contract Offer is terminated in TermYear 3, 12.5 percent of the Term Year 3 MARCfor the remaining portion of Term Year 3,plus 12.5 percent of the MARCs for theremaining years of the Term Period(determined using the MARC for Term Year 3 asthe MARC for each of Term Years 4 and 5);
(4) If this Contract Offer is terminated in TermYear 4, 12.5 percent of the Term Year 4 MARCfor the remaining portion of Term Year 4,plus 12.5 percent of the MARC for theremaining year of the Term Period (determinedusing the MARC for Term Year 4 as the MARCfor Term Year 5); or
(5) If this Contract Offer is terminated in TermYear 5, 12.5 percent of the Term Year 5 MARCfor the remaining portion of Term Year 5.
(C) The “Pro-rated True-Up Amount” will be equal tothe difference, if any, between the pro-rated MARCfor that Term Year under this Contract Offer, asof the termination effective date, minus theaggregate of (a) the MARC-Eligible Charges, and(b) any Shortfall charges paid for the Term Yearin which the termination occurs.
For avoidance of doubt, if the Pro-rated True-UpAmount is a negative number (i.e., Customer has,on a year-to-date basis, paid MARC-EligibleCharges and Annual Shortfall charges in excess ofthe pro-rated MARC for that Term Year as of thetermination effective date), the Pro-rated True-UpAmount shall be zero, and the amount oftermination liability owed by Customer under thissection shall be reduced as follows:
(1) by either ten percent (10%) if terminationoccurs during Term Year 1, or twelve and onehalf percent (12.5%) if termination occursduring any other Term Year, of the excess,if any, of
(a) the MARC-Eligible Charges for that Term Year,over
(N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1718
(This page filed under Transmittal No. 3371 )
Issued: March 29, 2013 Effective: March 30, 2013
Four AT&T Plaza, Dallas, Texas 75202
(b) the pro-rated MARC for the period covered bythe Pro-rated True-Up Amount; and (N)
SOUTHWESTERN BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 73Original Page 41-1719
41.185 Contract Offer No. 185 – Access Service (Cont’d)
41.185.13 Termination Liability Charges (Cont’d)
(A) (Cont’d)
(2) if there is a reduction under Section41.185.13(C)(1), by the amount of any AnnualShortfall charges paid for that Term Year,not to exceed the excess amount determinedunder Section 41.185.13(C)(1), above; or
(3) if there is no reduction under Section41.185.13(C)(1), then by the excess of
(a) the MARC-Eligible Charges and AnnualShortfall charges paid for that TermYear, over
(b) the pro-rated MARC for the periodcovered by the Pro-rated True-Up Amount.
If the aggregate reduction under Section41.185.13(C)(1) and (2), or the reduction underSection 41.185.13(C)(3), exceeds the amount of thetermination liability owed by Customer under thisSection, then the Telephone Company shall issue acredit in the amount of such excess.
The Customer will pay in full any terminationliability charge within thirty (30) days afternotice by the Telephone Company.
