20010809Application.pdf

4 Triad Center,Suite 200
Salt Lake City,UT 84180
CITIZENS .
communications
7 August 2001
Mrs.Jean Jewell
Commission Secretary
IDAHO PUBLIC UTILITIES COMMISSION
472 West Washington Street
Boise,ID 83720 U /
RE:Resale Agreement for Telecommunications Servicesbetween Citizens Telecommunications
Company of Idaho and dPi TeleConnect,LLC.
Dear Mrs.Jewell:
Citizens Telecommunications Company of Idaho ("CTC-Idaho")hereby submits for approval by
the Idaho Public Utilities Commission ("Commission")the enclosed "Agreement Regarding the
Sale of Citizens'Telecommunications Servicesto Reseller for the Purpose of Resale"dated May
4,2001 (the "Agreement"),which provides for dPi TeleConnect,LLC.,("dPi TeleConnect")to
interconnect with CTC-Idaho.This Agreement was reachedthrough voluntary negotiations
without resort to mediation or arbitration and is submitted for approval pursuant to Section 252
(e)of the Communications Act of 1934,as amended by the Telecommunications Act of 1996
("the Act")and the requirements of Idaho Administrative Code,31.42.01,Rule 408.
Section 252(e)(2)of the Act directs that a state Commission may reject an agreementreached
through voluntary negotiations only if the commission finds that
(1)the agreement(or portion thereof)discriminates against a telecommunications
carrier not a party to the agreement;or
(2)the implementation of such agreementor portion is not consistent with the public
interest,convenience and necessity.
CTC-Idaho respectfully submits that the Agreement provides no basis for either of these findings
and,thus,requests that the Commission approvethe Agreement expeditiously.First,the
Agreement does not discriminate against any other telecommunications carrier because CTC-
Idaho has made the terms of the Agreement available to other carriers.Second,the Agreement is
consistent with the public interest as identified in the pro-competitive policies of the State of
Idaho,the Commission,the U.S.Congress and the Federal Communications Commission.The
Agreement will enable dPi TeleConnect to provide service to,and interconnect with,a greater
number of telecommunications customers in Idaho.Expeditious approval of this Agreement will
facilitate immediate competition in the telecommunications market.
Page 1 of 2
CTC-Idaho further requests that the Commission approve this Agreement without a hearing and
without allowing the intervention of other parties.Because this Agreement was reachedthrough
voluntary negotiations,it does not raise issues requiring a hearing and does not concern other
parties not a part of the negotiations.Expeditious approval would further the public interest.
Enclosedare an original and seven copies of this filing.Also included is a copy of this letter.
Please return the copy of this letter,date-stampedin the enclosed postage-paidenvelope.
If you have any questionsregarding this matter,please contact me at 801-924-6357 (voice),801-
924-6363 (fax)or [e-mail] (e-mail).
Sincerely,
a ce A.ade
anager -State Government Affairs
Citizens Communications
9672 South 700 East,Suite 101
Sandy,UT 84070-3555
cc:BrandeeCarskaddon,w/o attachments
Citizens Communications Page 2 of2
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AGREEMENT BETWEEN
CITIZENS TELECOMMUNICATIONS COMPANY
OF IDAHO
and
dPi TeleConnect,LLC
Dated:March 5,2001
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TABLE OF CONTENTS
1.TERM OF THE AGREEMENT
2.DEFINITIONS
3.SERVICE TO END USERS
4.CITIZENS'PROVISION OF SERVICES TO RESELLER
5.MAINTENANCE OF SERVICES
6.ESTABLISHMENT OF SERVICE
7.PAYMENT AND BILLING ARRANGEMENTS
8.DISCONTINUANCE OF SERVICE TO END USERS
9.DISCONTINUANCE OF SERVICE TO RESELLER
10.GENERAL PROVISIONS
11.DIRECTORY LISTINGS AND DISTRIBUTION SERVICES
12.LIABILITY
13.CONFIDENTIALITY AND PUBLICITY
14.ESCALATION DISPUTE RESOLUTION AND MEDIATION
15.LIMITATION OF USE
16.WAlVERS
17.GOVERNING LAW
18.NOTICES
19.FORCE MAJEURE
20.INDEPENDENTCONTRACTORS
21.REGULATORY APPROVALS
22.SEVERABILITY
23.AMENDMENTS
24.ASSIGNMENT
25.NO RIGHTS TO THIRD PARTIES
26.HEADINGS
27.EXECUTED IN COUNTERPARTS
28.ENTIRE AGREEMENT
EXHIBIT A
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E."Resale"means an activity wherein a certificated CLEC,such as Reseller subscribes to
the retail telecommunications services of Citizens and then re-offers those telecommunicationsservices
to the public with or without "adding value".
F."Local Interconnection Guide"(the "Guide")means the document provided to Reseller by
Citizens,included by reference herein and made a part hereof,which outlines the process and proceduresfororderingandmaintainingResaleServices.This document may be updated from time to time by
Citizens.
G.Reseller may purchase resale services from Citizens for their own use in operating itsbusiness,provided,however,it must hold it self out and actually provide service primarily to end users
other that its self or affiliated companies.
3.SERVICE TO END USERS:
A.Reseller will be the End User of Record for all services purchased from Citizens.Except
as otherwise specified herein,Citizens will only take orders from,bill and expect paymentfrom Reseller
for all services.Reselierwill be Citizens'single point of contact for all services purchased pursuant to this
Agreement.
B.Citizens will continue to bill the End User for any services that the End User specifies it
wishes to receive directly from Citizens.
C.Citizens maintains the right to serve directly any End User within Citizens'serving area.
Citizens will continue to directly market its own telecommunications products and services and in doing so
may establish independent relationships with End Users of Reseller.
D.Neither Party will interfere with the right of any person or entity to obtain service directly
from the other Party.
E.An End User may retain its current telephone number,unless the End User has past due
charges associated with the Citizens'account for which payment arrangements have not been made.
Citizens will not,however,make the End User's previous telephone number available to Reseller until the
End User's outstanding balance has been paid.
F.Telephone numbers associated with Citizens'retail telecommunication services offered
for resale are assigned to the service furnished.Reseller has no property right to the telephone number
or any other call number designation associated with services furnished by Citizens,and no right to the
continuance of service through any particular central office.Citizens reserves the right to change such
numbers,or the central office designation associated with such numbers,or both,consistent with
telephone number conservation and administrative practices,such as NPA splits,generally prevailing in
the local exchange telecommunications industry.
G.Service is furnished subject to the condition that it will not be used for any unlawfulpurpose.
H.Service will be discontinued by Citizens if any law enforcement agency advises that the
service is being used in violation of the law.
I.Citizens can refuse to provide service to Resellerwhen it has reasonable grounds to
believe that service will be used in violation of the law.
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4.CITIZENS'PROVISION OF SERVICES TO RESELLER:
A.Reseller agrees that its resale of Citizens services will be as follows:
a.The resale of telecommunications services will be limited to End Users and uses
conforming to the class of service restrictions in Citizens'Local Exchange Service Tariff in the Requested
State and pursuant to all rules and regulations related to the provision of local exchange services
promulgated by the applicable PSC.
b.If telephone service is established and it is subsequently determined that the
class of service restriction has been violated,Resellerwill be notified and billing for that service will be
immediately changed to the appropriate class of service.Service charges for changes between class of
service,back billing,and interest as described in this subsection will apply at Citizens'sole discretion.
Interest at a rate set by the Commission per day,the maximum allowed by law,compounded daily for the
number of days from the back billing date to and including the date that Reseller actually makes the
payment to Citizens may be assessed.
c.Citizens reserves the right to periodically audit services purchased by Reseller to
establish compliance with 4Aa,above.Such audit will not occur more than once in a calendar year.
Reseller will make any and all records and data available to Citizens or Citizens'auditors on a reasonable
basis.Citizens will bear its own costs and those of Citizens'auditors for said audit.
B.Resold services can only be used in the same manner as specified in Citizens'Tariff filed
in the Requested State.Resold services are subject to the same terms and conditions as are specified
for such services when furnished to an individual End User of Citizens in the appropriate section of
Citizens'Tariff.Specific Tariff features,e.g.,a usage allowance per month,will not be aggregated across
multiple resold services.Resold services cannot be used to aggregate traffic from more than one end user
customer.
C.Reseller may resell Citizens'services only within the specific Citizens'service area as
defined in Citizens'Tariff.
D.Telephone numbers transmitted via any resold service feature are intended solely for the
use of the End User of the feature.Resale of this information is prohibited.
E.Law enforcement agency subpoenas and court orders regarding End Users of Reseller
will be directed to Reseller.Citizens will bill Reseller for implementing any requests by law enforcement
agencies regarding Reseller End Users.Citizens will cooperate fully with law enforcement agencies with
subpoenas and court orders for assistance with Reseller's End Users.
F.Reseller may resell the tariffed retail local exchange services of Citizens subject to the
terms and conditions specifically set forth herein and as described in Exhibit A attached hereto.
Notwithstanding the foregoing,the following are not available for purchase:grandfathered services;
promotional and trial retail service offerings of less than ninety (90)days duration;lifeline and linkup
services;contract service arrangements;installment billing options;911 and E911 services;
interconnection services;legislatively or administratively mandated specialized discounts (e.g.,
educational institution discount)and discounted services to meet competitive situations.
G.White page directory listings will be provided in accordance with regulations set forth in
Citizens'Local Exchange Service Tariff.
H.Reseller agrees to abide by the terms and conditions of the Guide,which is incorporated
by reference herein.
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1.Reseller is liable for all fraud associated with service to its End Users and accounts.
Citizens takes no responsibility,will not investigate,and will make no adjustments to Reseller's account in
cases of fraud unless such fraud is the result of an intentional act or gross negligence of Citizens'.
Notwithstanding the foregoing,if Citizens becomes aware of potential fraud with respect to Reseller'saccounts,Citizens will promptly inform Reseller and,at the direction of Reseller,take reasonable action tomitigatethefraudwheresuchactionispossible.Further,notwithstanding the foregoing,if Reseller orders
a resold line to be equipped with blocking,where such blocking is available,and Citizens fails to so equip
the line,Citizens will not require Reseller to pay for any charges due Citizens that should have been
blocked.However,Reseller remains liable for intraLATA toll calls if the resold line is equipped with tollblockingbyCitizensandanEndUserbypassesablockingarrangementandmakestollcallsbysomeothermeans.
5.MAINTENANCE OF SERVICES:
A.Services resold by Citizens will be maintained by Citizens,up to and including the
Network Interface Device.
B.Reseller or its End Users may not rearrange,move,disconnect,remove or attempt to
repair any facilities owned by Citizens,other than by connection or disconnection to any interface means
used.
C.Reseller accepts responsibility to notify Citizens of situations that arise that may result in
a service problem.
D.Reseller will be the single point of contact for all repair calls on behalf of Reseller's End
Users.
E.Reseller will contact the appropriate repair centers in accordance with proceduresestablishedbyCitizens.
F.For all repair requests,Reselleraccepts responsibility for adhering to Citizens'prescreening guidelines prior to referring the trouble to Citizens.
G.Citizens will bill Reseller for handling troubles that are found not to be in Citizens'networkpursuanttoitsstandardtimeandmaterialchargesassetforthinCitizens'Tariff.
H.Citizens reserves the right to contact Reseller's End User if deemed necessary,for
maintenance purposes in an emergency or as a result of a service call which Reseller may initiate.If
Citizens contacts a Reseller End User,Citizens will use commercially reasonable efforts under the
circumstances to also contact Reseller within a reasonable amount of time.
6.ESTABLISHMENT OF SERVICE:
A.Reseller must provide the appropriate Citizens'representative the necessary
documentation to enable Citizens to establish a master account for Reseller.Such documentationwill
include a completed CLEC Master Account Questionnaire,proof of authority to provide resold
telecommunications services within Citizens'territory,proof that tariffs are on file and approved by the
applicable PSC,and a tax exemption certificate,if applicable.Citizens will begin taking orders for the
resale of service after the necessary documents have been provided to Citizens,necessary deposit
requirements are met,and this Agreement has been approved by the appropriate state PSC.
B.Service orders and preorders will be in a standard format designated by Citizens as set
forth in the Guide.Service orders fees will apply as set forth in Citizens'Tariff.
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C.When notification is received from Reseller that a current End User of Citizens willsubscribetoReseller's service,standard service order intervals for the appropriate class of service will
apply.
D.When an e×isting End User of Citizens switches to Reseller,Reseller must provide
Citizens with the end user line numbers and applicable feature detail,as set forth in the Guide.
E.Citizens will require Reseller to obtain a Letter of Authorization ("LOA")signed by the End
User prior to converting an existing service for such End User with Reseller.The Local Service Request("LSR")will contain a notation that the LOA has been obtained,as well as the name of the End User that
has signed the LOA.The LOA will be maintained in a file in electronic format at the Reseller's premises,
and will be available for inspection at Citizens'request.
F.Reseller will be the single point of contact with Citizens for all subsequent ordering
activity resulting in additions or changes to resold services except that Citizens will accept a request
directly from the End User for conversion of the End User's service from Reseller to Citizens or will accept
a request from another CLEC for conversion of the End User's service from the Reseller to the other
CLEC.Citizens will notify Resellerthat such a request has been processed.
G.If Citizens determines that an unauthorized change in local service to an End User has
occurred,Citizens will reestablish service with the appropriate local service provider and will assess
Reseller as the CLEC initiating the unauthorized change,an unauthorized change charge of $100 per
occurrence,per line.
H.Citizens will,in order to safeguard its interest,require Reseller to make a deposit to be
held by Citizens as a guarantee of the payment of rates and charges,unless satisfactory credit hasalreadybeenestablished.Any such deposit may be held during the continuance of the service as securityforthepaymentofanyandallamountsaccruingfortheservice.
l.Such deposit may not exceed two (2)months'estimated billing.
J.The fact that a deposit has been made in no way relieves Resellerfrom complying withCitizens'regulations as to advance payments and the prompt payment of bills on presentation nor,does it
constitute a waiver or modificationof the regular practices of Citizens providing for the discontinuance of
service for non-payment of any sums due Citizens.
K.Citizens reserves the right to increase the deposit requirements when,in its sole
judgment,the conditions justify such action;such conditions include but are not limited to:current deposit
does not cover two (2)months billing,history of late payment,or reconnection after disconnection for non-
payment.
L.In the event that Reseller defaults on its account,service to Reseller will be terminated
and any deposits held will be applied to its account.
In the case of a cash deposit,interest at the rate set by the Commission per annum will be paid toResellerduringthecontinuanceofthedeposit.Interest on a deposit will accrue annually.Such a deposit
will be refunded or credited to the account when the Reseller has established credit or,in any event,after
the Reseller has established a one-year prompt payment record at any time prior to the termination of the
provision of the service to the Reseller.
M.Citizens will provide 911 Service to Reseller End Users in the same manner that Citizens
provides 911 Service to its own End Users.Reseller will provide Citizens with up to date name and
address information for each Reseller End User for purposes of maintaining the 911 Master Street and
Address Guide.
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7.PAYMENT AND BILLING ARRANGEMENTS:
A.When the initial service is ordered by Reseller,and subject to Section 4,paragraph A,above,Citizens will establish one or more accounts receivable master accounts for Reseller.
B.Citizens will bill Reseller,in advance,charges for all services to be provided during the
ensuing billing period except charges associated with service usage,which charges will be billed in
arrears.Charges will be calculated on an individual end user account level,including,if applicable,any
charges for usage or usage allowances.Citizens will also bill all charges,including but not limited to 911
and E911 charges,telecommunications relay charges,franchise fees and Subscriber Line Charges on an
individual end user account level.In the event that an individual End User does not presubscribe to an
interexchange carrier,Reseller will be billed the applicable Primary Interexchange Carrier Charge (the
"PICC").Citizens will render bills each month on established bill days for each of Reseller's master
accounts.
C.Payment of all charges will be the responsibility of Reseller.Reseller will make payment
to Citizens for all services billed.Citizens is not responsible for payments not received by Resellerfrom
Reseller's End User(s).Citizens will not become involved in billing disputes that may arise between
Reseller and its End User(s).Payments made to Citizens as payment on account will be credited to an
accounts receivable master account and not to an End User's account.
D.Payments will be due and payable upon receipt of the bill and will be considered late if
not paid by the date specified on the bill (stated on the bill as either "Current Amount Due By"or "Current
Amount Due By Date"),hereinafter referred to as ("Due Date").Payment is considered to have been
made when received by Citizens in immediately available funds.
If the Due Date falls on a Sunday or on a Holiday,which is observed on a Monday,the Due Date will be
the first non-Holiday day following such Sunday or Holiday.If the Due Date falls on a Saturday or on aHolidaywhichisobservedonTuesday,Wednesday,Thursday,or Friday,the Due Date will be the last
non-Holiday day preceding such Saturday or Holiday.If payment is not received by the Due Date,a late
payment penalty,as set forth in Paragraph I following,will apply.
E.When Reseller has provided proof of tax exempt certification,the total amount billed to
Reseller will not include any taxes due from the End User.Resellerwill be solely responsible for the
computation,tracking,reporting and payment of all federal,state and/or local jurisdiction taxes associated
with the services resold to the End User,unless,by law,Citizens is required to remit such tax.
F.If any portion of the payment is received by Citizens after the Due Date as set forth
preceding,or if any portion of the payment is received by Citizens in funds that are not immediately
available to Citizens,then a late payment penalty will be due to Citizens,as specified in Citizensapplicablestatetariff.
The late payment penalty will be the portion of the payment not received by the Due Date times a latefactor.The late factor will be the highest interest rate (in decimal value)which may be levied by law forcommercialtransaction,compounded daily for the number of days from the Due Date to and includingthe
date that Reseller actually makes the payment to Citizens.
G.Any switched or flat rated (e.g.,the PICC)access charges associated with interexchangecarrieraccesstotheresoldlocalexchangelineswillbebilledtotheinterexchangecarrierandaredueto
Citizens.
H.Citizens will not perform billing and collection services for Reseller.
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l.Reseller is responsible for payment of all appropriate charges for completed calls,services,and equipment.If objection in writing is not received by Citizens within ninety (90)days after the
bill is rendered,the account will be deemed correct and binding upon Reseller.Both Parties agree to use
best efforts to resolve any billing disputes through informaldiscussions at a working level within thirty (30)
days after receipt of notice thereof.If the billing dispute is not resolved within such thirty (30)day period,
both Parties agree to escalate the dispute to their respective next level of management each week until
such dispute is resolved.If the dispute is resolved in Citizens'favor,and Reseller has not already paid
the disputed amount,the late payment fee referenced in Paragraph F,above,will apply to any suchunpaidamountfromtheDueDateuntilfullpaymentthereofisreceivedbyCitizens.If the dispute isresolvedinReseller's favor,and Reseller has already paid the disputed amount,Reseller will receive acreditforsuchamount,plus interest from the date such payment was received,calculated at the ratespecifiedinParagraphF,above.Both Parties will retain such detailed information as may reasonably berequiredforresolutionofthedisputeduringthetimesuchdisputeispending.Notwithstandingtheforegoing,Reseller agrees to pay Citizens all costs and/or expenses,including reasonable attorney'sfees,incurred by Citizens in its collection of any undisputed amounts.
J.No partial paymentby Resellerwill be treated otherwisethan as a payment on the master
account.The acceptance by Citizens of a check for a lesser amount with an endorsement or statementthereon,or upon any letter accompanyingsuch check,that such lesser amount is payment in full,will begivennoeffect,and Citizens may accept such check without prejudiceto any otherrights or remedies whichResellermayhaveagainstCitizensandapplyitasapartialpayment.All invoicessubmitted to Reseller,or
payments due by Resellerto Citizens,will be paid as such and will not be netted against any amount due
from Citizens.In the event Reseller makes an overpaymentto Citizens,such amount will not be liable for the
interest or late payment fee associated with the overpayment.Citizens will promptly return suchoverpaymentuponReseller'srequest.
8.DISCONTINUANCE OF SERVICE TO END USER:
The procedures for temporarily denying or permanently disconnecting service to an End User are as
follows:
a.Citizens will temporarily deny service to Reseller's End User on behalf of,and at
the request of Reseller.Upon restoration of the End User's service,restoral charges will apply and will bechargedtothemasteraccountofReseller.
b.All requests by Reseller for temporary denial,restoration,or permanentdisconnectionofanEndUserfornonpaymentmustbeinwritingandmustbeon,or accompanied by,theappropriateorderingform.Reseller is responsible for compliance with regulatory requirements for
termination and temporary disconnection of service to End User(s).
c.Reseller will be made solely responsible for notifying the End User,in advance,of the proposed temporary denial or permanent disconnection of the service.
d.Citizens will advise Resellerwhen it is determined that annoyance calls areoriginatedfromoneoftheirEndUser's locations.Citizens will be indemnified,defended and heldharmlessbyResellerand/or the End User against any claim,loss,or damage arising from providingthisinformationtoReseller.It is the responsibility of Resellerto take the corrective action necessary with its
End Users who make annoying calls.Failure to do so will result in Citizens disconnecting the End User's
service.
9.DISCONTINUANCE OF SERVICE TO RESELLER:
The procedures for discontinuing service to Reseller are as follows:
a.Citizens reserves the right to suspend or terminate service for nonpayment,or in
the event of prohibited,unlawful or improper use of the facilities or service,abuse of the facilities,or any
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other violation or noncompliance by Reseller of the rules and regulations of Citizens'Tariff,or thisAgreement.
b.If payment of account is not received by the Due Date,Citizens may provide
written notice to Reseller,that the payment is overdue and that additional applications for servicewill berefusedandthatanypendingordersforservicewillnotbecompletedifpaymentisnotreceivedbythefifteenthdayfollowingthedateofthenotice.Nothing contained herein will preclude Citizens'right torefuseadditionalapplicationsforservicewithoutfurthernotice.Late payment fees as set forth in Section
7F will also apply.Notification costs will be charged to the Reseller.
c.If payment of account or formal notice of billing dispute as set forth in Section 7,paragraph F is not received,or arrangements made,within thirty (30)days after the Due Date,the
account will be considered in default and will be subject to denial,or disconnection,or both.
d.If Resellerfails to comply with the provisions of this Agreement,including anypaymentstobemadebyitonthedatesandtimeshereinspecified,Citizens will provide thirty (30)dayswrittennoticeofsuchnoncompliance.If Resellerdoes not cure such noncompliance,Citizens maydiscontinuetheprovisionofallexistingservicestoReselleratanytimethereafterandResellerwillbeobligatedtonotifyitsEndUsersthatservicewillbediscontinued(as specified in Section 6 hereof).In the
case of such discontinuance,all billed charges,as well as applicable termination charges,will become
due.If Citizens does not discontinue the provision of the services involved on the date specified in the
thirty (30)days notice,and Reseller's noncompliance continues,nothing contained herein will precludeCitizensrighttodiscontinuetheprovisionoftheservicestoResellerwithoutfurthernotice.
e.If payment is not received or arrangements made for payment by the date given
in the written notification,Reseller's services will be discontinued.Citizens will reestablish service at therequestofReselleruponpaymentoftheappropriateconnectionfeeandsubjecttoCitizens's normalapplicationprocedures.
f.Where Reseller discontinues its provision of service to all or substantiallyall of its
End Users,the Reseller must send advance written notice of such discontinuance to Citizens and to eachoftheReseller's End Users.Such notice must include a verification that the Reseller has notified its End
Users of the discontinuance,and must state the date on which such end user notice was mailed.If the
End User fails to make other arrangements within fifteen (15)days of the date of notice provided by the
Reseller,Citizens will continue to serve the End User at its retail rates.
10.GENERAL PROVISIONS:
A.The provision of services by Citizens to Reseller does not constitute a joint undertakingforthefurnishingofanyservice,nor does it indicate that the Reseller is authorized by Citizens.Neither
Party will use the name or marks,refer to or identify the other Party in advertising or publicity releases,promotional or marketing correspondence to others without first securing the written consent of such other
Party.Regarding the execution of this Agreement,each Party agrees that it will not,without the prior
written consent of the other Party,make any news release,public announcement,or denial or
confirmation of the whole or any part of this Agreement which names the other Party.
B.No patent,copyright,trademark of other proprietary right is licensed,granted or otherwisetransferredbythisAgreement.Reseller is strictly prohibited from any use,including but not limited to
sale,marketing,or advertising,of any Citizens'name or trademark.
C.The characteristics and methods of operation of any circuits,facilities,or equipment
provided by Reseller or any of its End Users,or otherwise in conjunction with services resold hereunder,
will not in any way interfere with or impair service over any facilities of Citizens,its affiliates,or its
connecting and concurring carriers involved in its service as set forth in Citizens'Tariff.
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D.Facilities and/or equipment utilized by Citizens to provide service to Reseller andReseller's End Users remain the property of Citizens.
11.DIRECTORY LISTINGS AND DISTRIBUTION SERVICES:
A.Reseller agrees to provide to Citizens or its publisher,as specified by Citizens,allsubscriberlistinformation(including additions,changes and deletions)for its customers and those of anyresellersofResellerservices,located within Citizens operating areas.
B.Citizens will include Reseller's End-User primary listings in the appropriate sections of itstelephonedirectories(residence and business listings)as well as in any electronic directories in whichCitizens'own End-Users are ordinarily included,and directory assistance databases.Listings ofReseller's End-Users will be interfiledwith listings of Citizens'Customers and the Customers of other
LECs,in the local section of Citizens'directories.
C.Reseller will identify any of these subscribers that are "non-published"customers.
Reseller will provide Citizens with the directory information for all its End-Users in the format specified in
the Citizens'Local Interconnection Guide.Subscriber list information will include customer name,
address,telephone number,appropriate classified heading and all other pertinent data elements as
requested by Citizens.Reseller will provide all subscriber listings at no charge to Citizens or its publisher.
D.Reseller's End-Users'standard primary listing information in the telephone directories will
be provided at no charge.Reseller will pay Citizens'tariffed charges for additional and foreign white page
listings.
E.Both Parties will use their best efforts to ensure the accurate listing of Reseller's End-
User listings.Citizens will provide appropriate advance notice of the applicable directory close dates.
F.Citizens will accord Reseller directory listing information the same level of confidentiality
which Citizens accords its own directory listing information.Reseller grants Citizens full authority to
provide Reseller subscriber listings,excluding non-published telephone numbers,to other directory
publishers and releases Citizens and its publisher from any liability resulting from the provisioning of such
listings.In exchange for Citizens providing this subscriber list service,Citizens will charge,bill,collect
and retain any monies derived from the sale of Reseller listings to other directory publishers.
G.Citizens will distribute its telephone directories to Reseller's End-Users in a manner
similar to the way it provides those functions for its own end-users.
H.Reseller will adhere to all practices,standards,and ethical requirements of Citizens with
regard to listings,and,by providing Citizens with listing information,warrants to Citizens that Reseller has
the right to place such listings on behalf of its End-Users.Reseller agrees that it will undertake
commercially practicable and reasonable steps to attempt to ensure that any business or person to be
listed is authorized and has the right to provide the product or service offered,and to use any personal orcorporatename,trade name,or language used in the listing.In addition,Reseller agrees to release,defend,hold harmless and indemnify Citizens from and against any and all claims,losses,damages,
suits,or other actions,or any liability whatsoever,suffered,made,instituted,or asserted by any person
arising out of Citizens'listing of the information provided by Reseller hereunder.
I.Citizens'liability to Reseller in the event of a Citizens'error in or omission of a listing will
not exceed the amount of charges actually paid by Reseller for such listing.In addition,Reseller agrees
to take,with respect to its own End-Users,all reasonable steps to ensure that its'and Citizens'liability to
Reseller's End-Users in the event of a Citizens'error in or omission of a listing will be subject to the same
limitations that Citizens'liability to its own End-Users are subject to.
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12.LIABILITY:
A.Citizens'liability will be subject to the same terms and conditions as outlined in its Tariff.
B.The Parties will indemnify and hold eachother harmless against any and all claims,
actions,causes of action,damages,liabilities,or demands (including the costs,expenses and reasonableattorneys'fees,on account thereof)of whatever kind or nature that may be made by any third party,including Reseller's End Users,as a result of Citizens'furnishing of service to Reseller and ResellersprovisionofsuchservicestoEndUsers.
C.The Parties will be indemnified,defended and held harmless by eachother and/or the EndUseragainstanyclaim,loss or damage arising from the use of services offered for resale involving:
a.Claims for libel,slander,invasion of privacy or infringement of copyright arisingfromReseller's or End User's own communications.
b.Claims for patent infringement arising from acts combining or using Citizens
services in connection with facilities or equipment furnished by the End User or Reseller.
c.All other claims arising out of an act or omission of Reseller or its End User in the
course of using services.
D.Reseller accepts responsibility for providing access to End Users'premises for
maintenance purposes of any service resold under the provisions of this Agreement.Citizens will not be
responsible for any failure on the part of Reseller with respect to any End User of Reseller.
13.CONFIDENTIALITY AND PUBLICITY:
A.All proprietary or confidential information ("Proprietary information")disclosed by either
Party during the negotiations and the term of this Agreement will be protected by both Parties inaccordancewiththetermsofthisSection12.
B.As used in this Agreement,the term "Proprietary Information"will mean written,recorded,machine readable or other information provided in tangible form to one Party by the other Party regarding
the above referenced subject matter and which is marked proprietary or confidential with the appropriate
owner corporation name,e.g.,"Citizens Proprietary".Information disclosed orally will not be consideredproprietaryunlesssuchinformationisreducedtowritingbythedisclosingPartyandacopyisdeliveredto
the other Party within thirty (30)business days after such oral disclosure.The writing will also state the
place,date and person(s)to whom disclosure was made.Notwithstanding the foregoing,the Parties
agree that all Reseller End User information is deemed proprietary information.
C.Each Party agrees that it will not disclose any Proprietary information of the other Party inwholeorinpart,including derivations,to any third party for a period of three (3)years from the date ofdisclosureunlessthePartiesagreetomodifythisAgreementtoprovideforadifferentnondisclosure
period for specific materials.Neither Party will be liable for inadvertent or accidental disclosure of
Proprietary information of the other Party provided that:
a.each Party uses at least the same degree of care in safeguarding suchProprietaryInformationasitusesforitsownproprietaryinformationoflikeimportance,and such degreeofcarewillbereasonablycalculatedtopreventsuchinadvertentdisclosure;
b.it limits access to such Proprietary Informationto its employees and agents who
are directly involved in the consideration of the Proprietary Informationand informs its employees and
agents who have access to such Proprietary information of its duty not to disclose;and
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c.upon discovery of any such inadvertent disclosure of Proprietary Information,it
will endeavor to prevent any further inadvertent disclosure.
D.Information will not be deemed proprietary and the receiving Party will have no obligation
with respect to any such information which:
a.is or becomes publicly known through no wrongful act,fault or negligence of thereceivingParty;or
b.was known by the receiving Party or by any other affiliate or subsidiary of thereceivingPartypriortodisclosure,or is at any time developed by the receiving Party independently of any
such disclosure;or
c.was disclosed to the receiving Party by a third party who was free of obligationsofconfidentialitytothedisclosingParty;or
d.is disclosed or used by the receiving Party,not less than three (3)years following
its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties;or
e.is approved for release by written authorization of the disclosing Party;or
f.is disclosed pursuant to a requirement or request of a governmental agency or
disclosure is required by operation of law;or
g.is furnished to a third party by the disclosing Party without a similar restriction on
the third party's rights.
E.Since either Party may choose not to use or announce any services,products or
marketing techniques relating to these discussions or information gained or exchanged during the
discussions,both Parties acknowledge that one is not responsible or liable for any business decisions
made by the other in reliance upon any disclosures made during any meeting between the Parties or inrelianceonanyresultsofthediscussions.The furnishing of Proprietary Information to one Party by theotherPartywillnotobligateeitherPartytoenterintoanyfurtheragreementornegotiationwiththeother.
F.Nothing contained in this Agreement will be construed as granting to one Party a license,either express or implied,under any patent,copyright,or trademark,now or hereafter owned,obtained,controlled,or which is or may be licensable by the other Party.
G.All publicity regarding this Agreement and its Attachments is subject to the Parties'prior
written consent.
H.Unless otherwise agreed upon,neither Party will publish or use the other Party's name,
language,pictures,or symbols from which the other Party's name may be reasonably inferred or implied
in any advertising,promotion,or any other publicity matter relating directly or indirectly to this Agreement.
I.The Parties acknowledge that this Agreement contains commercially confidential
information that may be considered proprietary by either or both Parties,and agree to limit distribution of
this Agreement to those individuals in their respective companies with a need to know the contents of this
Agreement.The Parties further agree to seek commercial confidential status for this Agreement with any
regulatory commission with which this Agreement must be filed or otherwise provided,to the extent such
a designation can be secured.
14.ESCALATION DISPUTE RESOLUTION AND MEDIATION:
Any controversy or claim arising out of or relating to this Agreement,or the breach thereof,will be
resolved by both Parties according to the procedures set forth below.
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A.The Parties desire to resolve disputes arising out of this Agreement without litigation.Accordingly.except for action seeking a temporary restraining order or injunction related to the purposesofthisAgreement,or suit to compel compliance with this dispute resolution process,the Parties agree to
use the following alternative dispute resolution procedure as their sole remedy with respect to anycontroversyorclaimarisingoutoforrelatingtothisAgreementoritsbreach.
B.At the written request of a Party,each Party will appoint a knowledgeable,responsiblerepresentativetomeetandnegotiateingoodfaithtoresolveanydisputearisingunderthisAgreement.The Parties intend that these negotiations be conducted by non-lawyer,business representatives.The
location,format,frequency,duration and conclusion of these discussions will be left to the discretion of
the representatives.Upon agreement,the representatives may utilize other alternative dispute resolution
procedures such as mediation to assist in the negotiations.Discussions and correspondenceamong the
representatives for purposes of these negotiationswill be treated as confidential informationdeveloped for
purposes of settlement,exempt from discovery and production,which will not be admissible in the
arbitration described below or in any lawsuit without the concurrence of all Parties.Documentsidentified
in or provided with such communications,which are not prepared for purposes of the negotiations,are not
so exempted and may;if otherwise admissible,be admitted in evidence in the arbitration or lawsuit.
C.If the negotiations do not resolve the dispute within sixty (60)days of the initial written
request,the dispute will be submitted to binding arbitration by a single arbitrator pursuant to theCommercialArbitrationRulesoftheAmericanArbitrationAssociation.A Party may demand such
arbitration in accordance with the procedures set out in those rules.Discovery will be controlled by thearbitrator.The arbitration hearing will be commenced within sixty (60)days of the demand for arbitration.
The arbitration will be held in state of Interconnection as mutually agreed to by the Parties.The arbitrator
will control the scheduling so as to process the matter expeditiously.The arbitrator will rule on the dispute
by issuing a written opinion within thirty (30)days after the close of hearings.The times specified in this
Section may be extended upon mutual agreement of the Parties or by the arbitrator upon a showing of
good cause.Judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction.
D.Each Party will bear its own costs of these procedures.The Parties will equally split the
fees of the arbitration and the arbitrator.
15.LIMITATION OF USE:
The Parties agree that this Agreement will not be proffered by either Party in another jurisdiction as
evidence of any concession or as a waiver of any position taken by the other Party in that jurisdiction or
for any other purpose.
16.WAIVERS:
Any failure by either Party to insist upon the strict performance by the other Party of any of the provisions
of this Agreement will not be deemed a waiver of any of the provisions of this Agreement,and each Party,
notwithstanding such failure,will have the right thereafter to insist upon the specific performanceof any
and all of the provisions of this Agreement.
17.GOVERNING LAW:
This Agreement will be governed by,and construed and enforced in accordance with,the laws of the
State of Idaho ,without regard to its conflict of laws principles.
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18.NOTICES:
A.Every notice,consent,approval,or other communications required or contemplated by
this Agreement will be in writing and will be delivered in person or given by postage
prepaid mail,addressed to:
To Citizens:To Reseller:
Citizens Communications dPi TeleConnect,LLC
Attn:Interconnection Director Attn:Kelly King,Director of ILEC
interconnection Services Dept.Relations
5600 Headquarters Drive,P.O.Box 251209 2997 LBJ Freeway,Suite 225
Plano,TX 75025-1209 Dallas,TX 75234
Tel:[phone] Tel:[phone]
Fax:[phone] Fax:[phone]
or at such other address as the intended recipient previously will have designated by written notice to the
other Party.
B.Where specifically required,notices will be by certified or registered mail.Unless
otherwise provided in this Agreement,notice by mail will be effective on the date it is officially recorded as
delivered by return receipt or equivalent,and in the absence of such record of delivery,it will be presumed
to have been delivered the third day,or next business day after the third day,after it was deposited in the
mails,unless sent via over-night courier,in which case will be presumed to have been delivered on the
day after it was deposited with the overnight courier.
19.FORCE MAJEURE:
Neither Party will be held liable for any delay or failure in performanceof any part of this Agreement to the
extent that such failure or delay is caused by acts of God,acts of civil or military authority,government
regulations,embargoes,labor disputes,epidemics,war,terroristacts,riots,insurrections,fires,explosions,
earthquakes,nuclear accidents,floods,power blackouts,volcanic action,other major environmental
disturbances,unusually severe weather conditions,inability to secure products or services of other persons
or transportation facilities,or acts or omissions of transportationcommon carriers or other causes beyond the
reasonablecontrol of such Party.If any Force Majeurecondition occurs,the Party delayed or unable to
performwill give immediate written notice to the other Party.During the pendencyof the Force Majeure
condition,the duties of the Party affectedby the Force Majeurecondition will be abated and will resume
without liability thereafter.If any such excusabledelay lasts for a period of more than sixty (60)calendar
days,the Party not relying on the excusabledelay,at its option,may terminatethis Agreement,in whole or in
part,upon prior written notice,without penalty.
20.INDEPENDENT CONTRACTORS:
Each Party agrees that it will performits obligations hereunder as an independentcontractor and not as the
agent,employee,or servant of the other Party.NeitherParty nor any personnelfurnished by such Party will
be deemed an employee or agent of the other Party nor be entitled to any benefits availableunder any plans
for such other Party's employees.Each Party will at all times during the term of this Agreement retain full
control of the employment,direction,compensationand discharge of all employeesas is consistent with and
necessary to preserve its independentcontractor status.Each Party will be solely responsiblefor all matters
relating to payment of its employees including compliancewith social security taxes,withholdingtaxes,
worker's compensation,disability and unemploymentinsurance,and all other regulationsgoverningsuch
matters.
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21.REGULATORY APPROVALS:
Although this Agreement may be executed by both Parties,to the extent that any state statute,order,rule
or regulation or any state regulatory agency having competentjurisdiction over one or both Parties to this
Agreement will require that this Agreement be approved by such regulatory agency before this Agreement
may be effective,this Agreement will not be effective in such state notwithstanding the Parties'signature
until the first business day after such approval has been obtained.
Each Party agrees to cooperate with each other and with any regulatory agency so that any approval
necessary to provide the Service(s)under this Agreement is obtained.During the term of this Agreement,
each Party agrees to continue to cooperate with each other and with any regulatory agency so that the
benefits of this Agreement may be achieved.
22.SEVERABILITY:
In the event that any one or more of the provisions contained herein,is,for any reason,held to be
unenforceable in any respect under law or regulation,the remainder of this Agreement will not be affected
thereby and will continue in full force and effect,unless removal of that provision results in a material
change to this Agreement.In such a case,the Parties will negotiate in good faith for replacement
language.If replacement language cannot be agreed upon,either Party may terminate this Agreement.
23.AMENDMENTS:
No amendment or waiver of any provisionof this Agreement,and no consent to any default underthis
Agreement,will be effective unless the same is in writing and signed by both Parties.
24.ASSIGNMENT:
Resellermay not assign this Agreement,and/orany of its rights and/or obligationshereunderwithout the
prior written consent of Citizens,which consent shall not be unreasonablywithheld.
25.NO RIGHTSTO THIRD PARTIES:
This Agreementwill not provideany third party,including,but not limited to any End User customer of
Reseller,with any remedy,claim,liability,reimbursement,cause of action,or other right in excess of those
existing without reference to this Agreement.
26.HEADINGS:
The headings in this Agreement are for convenience and will not be construed to define or limit any of the
terms herein or affectthe meanings or interpretation of this Agreement.
27.EXECUTEDINCOUNTERPARTS:
This Agreement may be executed in any numberof counterparts,each of which will be an original;but such
counterpartswill together constitute but one and the same document.
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28.ENTIRE AGREEMENT:
This Agreement sets forth the entire understanding and supersedes prior agreements betweenthe Parties
relating to the subject matter contained herein and merges all prior discussions between them,and neither
Party will be bound by any definition,condition,provision,representation,warranty,covenant or promise
other than as expressly stated in this Agreement or as is contemporaneously or subsequently set forth in
writing and executed by a duly authorized officer or representative of the Party to be boundthereby.
The Parties have caused this Agreement to be executed by their duly authorized representatives.
RESELLER:DPI ELCONN T,L CITIZENS TELECOMMUNICATIONS
By:
COM
Typed;Typed:F.Wayne Lafferty
Title:)($Title:VP,Regulatory &GovernmentAffairs
Date:Os a bd Date:<of
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EXHIBIT A
Nonrecurring Charges:
1.A nonrecurring charge will apply when converting a Citizens account to a Reseller
account or when changing an end user from one reseller to another.The nonrecurring
change is discounted by 11.5 %rate without Operator Services from Citizens Tariff rate
for Records only Service Ordering Charges.
2.All Citizens tariffed regulated products and services,Basic Residential Line Service and
Basic Business Line Service and Public Access Line Service will be discounted 11.5 %
rate without Operator Services.Except as qualified in Section 4,Paragraph F.
3.The following services are available for resale under this Agreement but are not included
in the wholesale pricing reflected above.
a.Special Access Services DS-1's
4.Services not available for Resale:
a.Customer Premises Equipment
b.Lifeline Services
c.Inside Wire
d.Concession Service
e.Promotions less than 90 days
f.Inside Wire
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