20021028Application.pdf

4 Triad Center,Suite 200
Salt Lake City,UT 84180 RECElVED 'iRLEDO/
20020CT 28 ARIO:13
CITIZENS 10 0 baLiC
communicadons SM UTILITIESCOMMISSLON
24 October 2002
Mrs.Jean Jewell
Commission Secretary
IDAHO PUBLIC UTILITIES COMMISSION
472 West Washington Street
Boise,ID 83720 (g -$Ú 'Á
RE:Resale Agreement for Telecommunications Servicesbetween Citizens TelecommunicationsCompanyofIdahoandV&V Inc.,d.b.a.The Local Connection.
Dear Mrs.Jewell:
Citizens Telecommunications Company of Idaho ("CTC-Idaho")hereby submits for approval bytheIdahoPublicUtilitiesCommission("Commission")the enclosed "Agreement RegardingtheSaleofCitizens'Telecommunications Servicesto Reseller for the Purposeof Resale"datedAugust8,2002 (the "Agreement"),which provides for V &V Inc.,d.b.a.The Local Connection,("The Local Connection")to interconnect with CTC-Idaho.This Agreement was reachedthroughvoluntarynegotiationswithoutresorttomediationorarbitrationandissubmittedforapprovalpursuanttoSection252(e)of the Communications Act of 1934,as amendedby theTelecommunicationsActof1996("the Act")and the requirements of Idaho AdministrativeCode,31.42.01,Rule 408.
Section 252(e)(2)of the Act directs that a state Commission may reject an agreementreachedthroughvoluntarynegotiationsonlyifthecommissionfindsthat
(1)the agreement(or portion thereof)discriminates against a telecommunicationscarriernotapartytotheagreement;or
(2)the implementation of such agreementor portion is not consistent with the publicinterest,convenienceand necessity.
CTC-Idaho respectfully submits that the Agreement provides no basis for either of these findingsand,thus,requests that the Commission approvethe Agreement expeditiously.First,theAgreementdoesnotdiscriminateagainstanyothertelecommunicationscarrierbecauseCTC-Idaho has made the terms of the Agreement available to other carriers.Second,the Agreement isconsistentwiththepublicinterestasidentifiedinthepro-competitive policies of the State ofIdaho,the Commission,the U.S.Congressand the Federal Communications Commission.TheAgreementwillenableTheLocalConnectiontoprovideserviceto,and interconnect with,a -
greaternumber of telecommunications customers in Idaho.Expeditious approval of thisAgreementwillfacilitateimmediatecompetitioninthetelecommunicationsmarket.
Page 1 of 2
CTC-Idaho further requests that the Commission approve this Agreement without a hearing andwithoutallowingtheinterventionofotherparties.Because this Agreement was reachedthroughvoluntarynegotiations,it does not raise issues requiring a hearing and does not concern otherpartiesnotapartofthenegotiations.Expeditious approval would further the public interest.
Enclosed are 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,
Lance A.Tade
Manager -State Government AffairsCitizensCommunications
4 Triad Center,Suite 200
Salt Lake City,UT 84180
cc:Jenny Smith,w/o Attachments
Citizens Communications Page 2 of 2
Agree.nt Nurnber:00-LCID-082002
NEW CASE :
OG
AGREEMENT BETWEEN
CITIZENS TELECOMMUNICATIONSCOMPANY
OF IDAHO
and
V &V Inc.d.b.a.The Local Connection
Dated:August 8,2002
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TABLE OF CONTENTS
1.TERM OF THE AGREEMENT
2.DEFINITIONS
3.SERVICE TO END USERS
4.CITlZENS'PROVISIONOF SERVlCES TO RESELLER5.MAINTENANCE OF SERVICES
6.ESTABLISHMENT OF SERVlCE
7.PAYMENTAND BILLING ARRANGEMENTS
8.DISCONTINUANCE OF SERVICE TO END USERS9.DISCONTINUANCE OF SERVICE TO RESELLER10.GENERAL PROVISIONS
11.DlRECTORY LISTINGSAND DISTRIBUTION SERVICES12.LIABILITY
13.CONFlDENTIALITY AND PUBLICITY14.ESCALATIONDISPUTE RESOLUTION AND MEDIATION15.LIMITATION OF USE
16.WAlVERS
17.GOVERNING LAW
18.NOTICES
19.FORCE MAJEURE
20.INDEPENDENTCONTRACTORS21.REGULATORYAPPROVALS
22.SEVERABILITY
23.AMENDMENTS
24.ASSIGNMENT
25.NO RIGHTS TO THIRD PARTlES
26.HEADINGS
27.EXECUTED IN COUNTERPARTS28.ENTIRE AGREEMENT
EXHIBIT A
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Agreement RegardingTheSaleofCitizen's Telecommunications ServicestoResellerForThePurposesofResale
THIS AGREEMENT is by and between Citizens Telecommunications Company of Idaho,("Citizens "),aDelawarecorporation,and V &V Inc.dba The Local Connection ("Reseller"),aNevadacorporation,and will be deemed effective as of March 11,2002.Citizens and Reseller may alsobereferredtohereincollectivelyasthe"Parties"and singularly as a "Party".
Citizens is a local exchange telecommunications company authorized to provide telecommunicationsservicesinthestateofIdaho;and
Reseller is a competitive local exchange telecommunications company authorized to providetelecommunicationsservicesinCitizens'service area in the state of Idaho (hereinafter referred to as"Requested State");and
Reseller desires to resell certain Citizens'telecommunications services;and
Citizens has agreed to provide such services to Reseller for resale purposes and pursuant to the termsandconditionssetforthherein;
For and in consideration of the mutual premises and promises contained herein,Citizens and Reseller doherebyagreeasfollows:
1.TERM OF THE AGREEMENT:
A.The term of this Agreement will be _one year(s)beginning from the date of execution bybothPartiesandwillapplytoCitizens'serving territory in the state of Idaho.
B.This Agreement will be automatically renewed for successive one (1)year periods unlesseitherPartyindicatesitsintentnottorenewtheAgreement.Notice of such intent must be provided,inwriting,to the other Party no later than sixty (60)days prior to the end of the then-existing contract period.
2.DEFINITIONS:
A."End User Of Record"means the entity responsible for placing orders or requests forservice;requesting additions,rearrangements,maintenance or discontinuanceof service,and makingpaymentinfullofchargesincurredsuchastoll,directory assistance,etc.
B."End User"means the ultimate user of the telecommunications services being resold byReseller."End User"will mean an end user customer within Citizens'operating area,which is presentlyanEndUserofCitizens.
C."End User Customer Location"means the physical location of the premises where an EndUsermakesuseofthetelecommunicationsservices.
D."Competitive Local Exchange Company"("CLEC")means a telephone companycertificatedbythePublicServiceCommission(s)("PSC")of Citizens'franchised area to provide localexchangeservicewithinCitizens'franchised area,and which has a Local Exchange Company TariffapprovedbytheapplicablePSC.
E."Resale"means an activitywherein a certificated CLEC,such as Reseller subscribes totheretailtelecommunicationsservicesofCitizensandthenre-offers those telecommunications services tothepublicwithorwithout"adding value".
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F."Local interconnection Guide"(the "Guide")means the document provided to ResellerbyCitizens,included by reference herein and made a part hereof,which outlines the process and proceduresfororderingandmaintainingResaleServices.This document may be updated from time to time byCitizens.
3.SERVICE TO END USERS:
A.Reseller will be the End User of Record for all services purchased from Citizens.Exceptasotherwisespecifiedherein,Citizens will only take orders from,bill and expect payment from Resellerforallservices.Reseller will be Citizens'single point of contact for all services purchased pursuant to thisAgreement.
B.Citizens will continue to bill the End User for any services that the End User specifies itwishestoreceivedirectlyfromCitizens.
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 somayestablishindependentrelationshipswithEndUsersofReseller.
D.Neither Party will interfere with the right of any person or entity to obtain service directlyfromtheotherParty.
E.An End User may retain its current telephone number,unless the End User has past duechargesassociatedwiththeCitizens'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 theEndUser's outstanding balance has been paid.If Reseller requests service for an End User that has beendeniedserviceordisconnectedfornon-payment by Citizens,and the End User still has an outstandingbalancewithCitizens,Citizens will not establish service for that End User through Reseller until theoutstandingbalanceispaid.Denied service means that the service of an End User provided by a localexchangetelecommunicationscompany,including Citizens,has been temporarily suspended fornonpaymentandissubjecttocompletedisconnection.
F.Telephone numbers associated with Citizens'retail telecommunication services offeredforresaleareassignedtotheservicefurnished.Reseller has no property right to the telephone number oranyothercallnumberdesignationassociatedwithservicesfurnishedbyCitizens,and no right to thecontinuanceofservicethroughanyparticularcentraloffice.Citizens reserves the right to change suchnumbers,or the central office designation associated with such numbers,or both,consistent withtelephonenumberconservationandadministrativepractices,such as NPA splits,generally prevailing inthelocalexchangetelecommunicationsindustry.
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 theserviceisbeingusedinviolationofthelaw.
l.Citizens can refuse to provide service to Reseller when it has reasonable grounds tobelievethatservicewillbeusedinviolationofthelaw.
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
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conforming to the class of service restrictions in Citizens'Local Exchange Service Tariff in the RequestedStateandpursuanttoallrulesandregulationsrelatedtotheprovisionoflocalexchangeservicespromulgatedbytheapplicablePSC.
b.If telephone service is established and it is subsequently determined that theclassofservicerestrictionhasbeenviolated,Reseller will be notified and billing for that service will beimmediatelychangedtotheappropriateclassofservice.Service charges for changes between class ofservice,back billing,and interest as described in this subsection will apply at Citizens'sole discretion.Interest at the rate established in Citizens local exchangetariff on a per day basis,the maximum allowedbylaw,compounded daily for the number of days from the back billing date to and including the date thatReselleractuallymakesthepaymenttoCitizensmaybeassessed.
c.Citizens reserves the right to periodically audit services purchased by Reseller toestablishcompliancewith4Aa,above.Such audit will not occur more than once in a calendar year.Reseller will make any and all records and data availableto Citizens or Citizens'auditors on a reasonablebasis.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 specifiedforsuchserviceswhenfurnishedtoanindividualEndUserofCitizensintheappropriatesectionofCitizens'Tariff.Specific Tariff features,e.g.,a usage allowance per month,will not be aggregated acrossmultipleresoldservices.Resold services cannot be used to aggregate traffic from more than one end usercustomer.
C.Reseller may resell Citizens'services only within the specific Citizens'service area asdefinedinCitizens'Tariff.
D.Telephone numbers transmitted via any resold service feature are intended solely for theuseoftheEndUserofthefeature.Resale of this information is prohibited.
E.Law enforcement agency subpoenas and court orders regarding End Users of ResellerwillbedirectedtoReseller.Citizens will bill Reseller for implementing any requests by law enforcementagenciesregardingResellerEndUsers.Citizens will cooperate fully with law enforcement agencieswithsubpoenasandcourtordersforassistancewithReseller's End Users.
F.Reseller may resell the tariffed retail local exchange services of Citizens subject to thetermsandconditionsspecificallysetforthhereinandasdescribedinExhibitAattachedhereto.Notwithstanding the foregoing,the following are not available for purchase:grand-fathered services;promotional and trial retail service offerings of less than ninety (90)days duration;lifeline and linkupservices;contract service arrangements;installment billing options;911 and E911 services;interconnection services;legislativelyor administratively mandated specialized discounts (e.g.,educationalinstitutiondiscount)and discounted services to meet competitive situations.
G.White page directory listings will be provided in accordance with regulationsset forth inCitizens'Local Exchange Service Tariff.
H.Reseller agrees to abide by the terms and conditions of the Guide,which is incorporatedbyreferenceherein.
I.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 negligenceof 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
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a resold line to be equipped with toll blocking,and Citizens fails to so equip the line,Citizens will notrequireResellertopayforintraLATAtollbilledtothatresoldlinepriortotollblockingbeingplacedon theline,However,Reseller remains liable for intraLATA toli calls if the resold line is equipped with toilblockingbyCitizensandanEndUserbypassesablockingarrangementandmakestollcallsbysomeothermeans.
5.MAINTENANCE OF SERVICES:
A.Services resold by Citizens will be maintained by Citizens,up to and including theNetworkInterfaceDevice.
B.Reseller or its End Users may not rearrange,move,disconnect,remove or attempt torepairanyfacilitiesownedbyCitizens,other than by connection or disconnection to any interface meansused.
C.Reseller accepts responsibility to notify Citizens of situations that arise that may result in aserviceproblem.
D.Reseller will be the single point of contact for all repair calls on behalf of Reseller's EndUsers.
E.Reseller will contact the appropriate repair centers in accordance with proceduresestablishedbyCitizens.
F.For all repair requests,Reseller accepts 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,formaintenancepurposesinanemergencyorasaresultofaservicecallwhichResellermayinitiate.
I.Pursuant to IPUC Rules 501.02 and 503,Citizens Communications will credit Resellerforcertainserviceoutages.
6.ESTABLISHMENT OF SERVICE:
A.Reseller must provide the appropriate Citizens'representative the necessarydocumentationtoenableCitizenstoestablishamasteraccountforReseller.Such documentationwillincludeacompletedCLECMasterAccountQuestionnaire,proof of authority to provide resoldtelecommunicationsserviceswithinCitizens'territory,proof that tariffs are on file and approved by theapplicablePSC,and a tax exemption certificate,if applicable.Citizens will begin taking orders for theresaleofserviceafterthenecessarydocumentshavebeenprovidedtoCitizens,necessarydepositrequirementsaremet,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 setforthintheGuide.Service orders fees will apply as set forth in Citizens'Tariff.
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 servicewillapply.
D.When an existing End User of Citizens switches to Reseller,Resellermust provideCitizenswiththeenduserlinenumbersandapplicablefeaturedetail,as set forth in the Guide.
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E.Citizens will require a Letter of Authorization ("LOA")signed by the End User prior toestablishingserviceforsuchEndUserwithReseller,as set forth in the Guide.
F.Reseller will be the single point of contact with Citizens for all subsequent ordering activityresultinginadditionsorchangestoresoldservicesexceptthatCitizenswillacceptarequestdirectlyfromtheEndUserforconversionoftheEndUser's service from Reseller to Citizens or will accept a requestfromanotherCLECforconversionoftheEndUser's service from the Reseller to the other CLEC.Citizens will notify Reseller that such a request has been processed.
G.If Citizens determines that an unauthorized change in local service to an End User hasoccurred,Citizens will reestablish service with the appropriate local service provider and will assessResellerastheCLECinitiatingtheunauthorizedchange,an unauthorized change charge of $100 peroccurrence,per line.
H.Citizens will,in order to safeguard its interest,require Reseller to make a deposit to beheldbyCitizensasaguaranteeofthepaymentofratesandcharges,unless satisfactory credit hasalreadybeenestablished.Any such deposit may be held during the continuance of the service as securityforthepaymentofanyandallamountsaccruingfortheservice.
I.Such deposit may not exceed two (2)months'estimated billing.
J.The fact that a deposit has been made in no way relieves Reseller from complyingwithCitizens'regulationsas to advance payments and the prompt payment of bills on presentationnor,does itconstituteawaiverormodificationoftheregularpracticesofCitizensprovidingforthediscontinuanceofservicefornon-paymentof any sums due Citizens.
K.Citizens reserves the right to increase the deposit requirements when,in its solejudgment,the conditionsjustify such action;such conditions include but are not limited to:current depositdoesnotcovertwo(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 Resellerwill be terminatedandanydepositsheldwillbeappliedtoitsaccount.
M.In the case of a cash deposit,interest at the rate established in Citizens local exchangetariffpercentperannumwillbepaidtoResellerduringthecontinuanceofthedeposit.Intereston adepositwillaccrueannually.
7.PAYMENT AND BILLING ARRANGEMENTS:
A.When the initial service is ordered by Reseller,and subject to Section 4,paragraphA,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 duringtheensuingbillingperiodexceptchargesassociatedwithserviceusage,which charges will be billed inarrears.Chargeswill be calculated on an individual end user account level,including,if applicable,anychargesforusageorusageallowances.Citizens will also bill all charges,including but not limited to 911andE911charges,telecommunications relay charges,franchise fees and Subscriber Line Charges on anindividualenduseraccountlevel.In the event that an individual End User does not presubscribeto aninterexchangecarrier,Reseller will be billed the applicable Primary Interexchange CarrierCharge (the"PICC").Citizens will render bills each month on established bill days for each of Reseller's masteraccounts.
C.Payment of all charges will be the responsibility of Reseller.Reseller will make paymenttoCitizensforallservicesbilled.Citizens is not responsible for payments not received by Resellerfrom
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Reselier's Ena üser(s).Citizens wiii not become invoived in billing disputes that may arise oetweenReselleranditsEndUser(s).Payments made to Citizens as payment on account will be credited to anaccountsreceivablemasteraccountandnottoanEndUser's account.
D.Payments will be due and payable upon receipt of the bill and will be considered late if notpaidbythedatespecifiedonthebill(stated on the bill as either "Current Amount Due By"or "CurrentAmountDueByDate"),hereinafter referred to as ("Due Date").Payment is considered to have beenmadewhenreceivedbyCitizensinimmediatelyavailablefunds.
If the Due Date falls on a Sunday or on a Holiday,which is observed on a Monday,the Due Date will bethefirstnon-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 lastnon-Holiday day preceding such Saturday or Holiday.If payment is not received by the Due Date,a latepaymentpenalty,as set forth in Paragraph I will apply.
E.When Reseller has provided proof of tax exempt certification,the total amount billed toResellerwillnotincludeanytaxesduefromtheEndUser.Reseller will be solely responsiblefor thecomputation,tracking,reporting and payment of all federal,state and/or local jurisdiction taxes associatedwiththeservicesresoldtotheEndUser,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 forthpreceding,or if any portion of the payment is received by Citizens in funds that are not immediatelyavailabletoCitizens,then a late payment penalty will be due to Citizens,as specified in Citizens applicablestatetariff.
The late payment penaltywill 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 including thedatethatReselleractuallymakesthepaymenttoCitizens.
G.Any switched or flat rated (e.g.,the PlCC)access charges associated with interexchangecarrieraccesstotheresoldlocalexchangelineswillbebilledtotheinterexchangecarrierandareduetoCitizens.
H.Citizens will not perform billing and collection services for Reseller.
I.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 twenty-nine (29)daysafterthebillisrendered,the account will be deemed correct and binding upon Reseller.Both Partiesagreetousebesteffortstoresolveanybillingdisputesthroughinformaldiscussionsataworkinglevelwithinthirty(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 managementeachweekuntilsuchdisputeisresolved.If the dispute is resolved in Citizens'favor,and Resellerhas notalreadypaidthedisputedamount,the late payment fee referenced in Paragraph F,above,will apply toanysuchunpaidamountfromtheDueDateuntilfullpaymentthereofisreceivedbyCitizens.If thedisputeisresolvedinReseller's favor,and Reseller has already paid the disputed amount,Reseller willreceiveacreditforsuchamount,plus interest from the date such payment was received,calculatedat theratespecifiedinParagraphF,above.Both Parties will retain such detailed information as may reasonablyberequiredforresolutionofthedisputeduringthetimesuchdisputeispending.Notwithstanding theforegoing,Reseller agrees to pay Citizens all costs and/or expenses,including reasonable attorney's fees,incurred by Citizens in its collection of any undisputed amounts.
J.No partial payment by Reseller will be treated othenvise than as a payment on the masteraccount.The acceptance by Citizens of a check for a lesser amount with an endorsementorstatementthereon,or upon any letter accompanyingsuch check,that such lesseramountispaymentinfull,will be given no effect,and Citizens may accept such check
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without prejudiceto any other rights or remedieswhich Reseller may have against Citizensandapplyitasapartialpayment.All invoicessubmitted to Reseller,or payments due byResellertoCitizens,will be paid as such and will not be netted against any amount due fromCitizens.In the event Reseller makes an overpaymentto Citizens,such amount will not beliablefortheinterestorlatepaymentfeeassociatedwiththeoverpayment.Citizens willpromptlyreturnsuchoverpaymentuponReseller'srequest.
8.DISCONTINUANCE OF SERVICE TO END USER:
The procedures for temporarily denying or permanently disconnecting service to an End User are asfollows:
a.Citizens will temporarily deny service to Reseller's End User on behalf of,and attherequestofReseller.Upon restoration of the End User's service,restoral charges will apply and will bechargedtothemasteraccountofReseller.
b.All requests by Resellerfor temporary denial,restoration,or permanentdisconnectionofanEndUserfornonpaymentmustbeinwritingandmustbeon,or accompaniedby,theappropriateorderingform.Reseller is responsible for compliance with regulatory requirementsforterminationandtemporarydisconnectionofservicetoEndUser(s).
c.Reseller will be made solely responsible for notifying the End User,in advance,oftheproposedtemporarydenialorpermanentdisconnectionoftheservice.
d.Citizens will advise Reseller when it is determined that annoyancecalls 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 Reseller to take the corrective action necessary with itsEndUserswhomakeannoyingcalls.Failure to do so will result in Citizens disconnecting the End User'sservice.
9.DISCONTINUANCE OF SERVICE TO RESELLER:
The procedures for discontinuing service to Resellerare as follows:
a.Citizens reserves the right to suspend or terminate service for nonpayment,or intheeventofprohibited,unlawful or improper use of the facilities or service,abuse of the facilities,or anyotherviolationornoncompliancebyReselleroftherulesandregulationsofCitizens'Tariff,or thisAgreement.
b.If payment of account is not received by the Due Date,Citizens may providewrittennoticetoReseller,that the payment is overdue and that additional applications for service will berefusedandthatanypendingordersforservicewillnotbecompletedifpaymentisnotreceivedbythefifteenthdayfollowingthedateofthenotice.Nothing contained herein will preclude Citizens'right to refuseadditionalapplicationsforservicewithoutfurthernotice.Late payment fees as set forth in Section 7F willalsoapply.Notificationcosts 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 accountwillbeconsideredindefaultandwillbesubjecttodenial,or disconnection,or both.
d.If Reseller fails to comply with the provisions of this Agreement,including anypaymentstobemadebyitonthedatesandtimeshereinspecified,Citizens will provide thirty (30)dayswrittennoticeofsuchnoncompliance.If Reseller does not cure such noncompliance,Citizens maydiscontinuetheprovisionofallexistingservicestoReselleratanytimethereafterandResellerwillbeobligatedtonotifyitsEndUsersthatservicewillbediscontinued(as specified in Section 6 hereof).In the
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case of such discontinuance,all billed charges,as well as applicable termination charges,will becomedue.If Citizens does not discontinue the provision of the services involved on the date specified in thethirty(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 substantially all of itsEndUsers,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 theReseller,Citizens will continue to serve the End User at its retail rates.
10.GENERAL PROVISIONS:
A.The provision of services by Citizens to Resellerdoes not constitute a joint undertakingforthefurnishingofanyservice,nor does it indicate that the Reseller is authorized by Citizens.NeitherPartywillusethenameormarks,refer to or identifythe other Party in advertising or publicity releases,promotional or marketingcorrespondence to others without first securing the written consent of such otherParty.Regardingthe execution of this Agreement,each Party agrees that it will not,without the priorwrittenconsentoftheotherParty,make any news release,public announcement,or denial orconfirmationofthewholeoranypartofthisAgreementwhichnamestheotherParty.
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 operationof any circuits,facilities,or equipmentprovidedbyReselleroranyofitsEndUsers,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 itsconnectingandconcurringcarriersinvolvedinitsserviceassetforthinCitizens'Tariff.
D.Facilities and/or equipment utilized by Citizens to provide service to ResellerandReseller's End Users remain the property of Citizens.
11.DIRECTORY LISTINGS AND DISTRIBUTION SERVICES:
A.Reselleragrees 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 operatingareas.
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 interfiled with listings of Citizens'Customers and the Customers of otherLECs,in the local section of Citizens'directories.
C.Resellerwill 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 intheCitizens'Local InterconnectionGuide.Subscriber list informationwill include customer name,address,telephonenumber,appropriate classified heading and all other pertinent data elements asrequestedbyCitizens.Reseller will provide all subscriber listings at no charge to Citizens or its publisher.
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D.Reseller's End-Users'standard primary listing information in the telephone directories willbeprovidedatnocharge.Reseller will pay Citizens'tariffed charges for additional and foreignwhite pagelistings.
E.Both Parties will use their best efforts to ensure the accurate listing of Reseller's End-Userlistings.Citizens will provide appropriate advance notice of the applicable directory close dates.
F.Citizens will accord Reseller directory listing information the same level of confidentialitywhichCitizensaccordsitsowndirectorylistinginformation.Resellergrants Citizens full authority toprovideResellersubscriberlistings,excluding non-publishedtelephone numbers,to other directorypublishersandreleasesCitizensanditspublisherfromanyliabilityresultingfromtheprovisioningof suchlistings.In exchange for Citizens providing this subscriber list service,Citizens will charge,bill,collect andretainanymoniesderivedfromthesaleofResellerlistingstootherdirectorypublishers.
G.Citizens will distribute its telephone directoriesto Reseller's End-Users in a mannersimilartothewayitprovidesthosefunctionsforitsownend-users.
H.Resellerwill adhere to all practices,standards,and ethical requirements of Citizens withregardtolistings,and,by providing Citizens with listing information,warrants to Citizens that Reseller hastherighttoplacesuchlistingsonbehalfofitsEnd-Users.Reselleragrees that it will undertakecommerciallypracticableandreasonablestepstoattempttoensurethatanybusinessorperson to belistedisauthorizedandhastherighttoprovidetheproductorserviceoffered,and to use any personalorcorporatename,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 personarisingoutofCitizens'listing of the information provided by Resellerhereunder.
I.Citizens'liability to Reseller in the event of a Citizens'error in or omission of a listing willnotexceedtheamountofchargesactuallypaidbyResellerforsuchlisting.In addition,Reselleragrees totake,with respect to its own End-Users,all reasonable steps to ensure that its'and Citizens'liability toReseller's End-Users in the event of a Citizens'error in or omission of a listing will be subject to the samelimitationsthatCitizens'liability to its own End-Users are subject to.
12.LIABILITY:
A.Citizens'liability will be subject to the same terms and conditions as outlined in its Tariff.
B.Resellerwill indemnify and hold Citizens 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.Citizens will be indemnified,defended and held harmless by Reseller and/or the End Useragainstanyclaim,loss or damage arising from the use of servicesoffered 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 CitizensservicesinconnectionwithfacilitiesorequipmentfurnishedbytheEndUserorReseller.
c.All other claims arising out of an act or omission of Reseller or its End User in thecourseofusingservices.
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D.Reseller accepts responsibilityfor providing access to End Users'premises formaintenancepurposesofanyserviceresoldundertheprovisionsofthisAgreement.Citizens will not beresponsibleforanyfailureonthepartofResellerwithrespecttoanyEndUserofReseller.
13.CONFIDENTIALITY AND PUBLICITY:
A.All proprietaryor confidential information ("Proprietary Information")disclosed by eitherPartyduringthenegotiationsandthetermofthisAgreementwillbeprotectedbybothPartiesinaccordancewiththetermsofthisSection12.
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 regardingtheabovereferencedsubjectmatterandwhichlsmarkedproprietaryorconfidentialwiththeappropriateownercorporationname,e.g.,"Citizens Proprietary".Information disclosed orally will not be consideredproprietaryunlesssuchinformationisreducedtowritingbythedisclosingPartyandacopyisdeliveredtotheotherPartywithinthirty(30)business days after such oral disclosure.The writing will also state theplace,date and person(s)to whom disclosure was made.
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 ofdisclosureunlessthePartiesagreetomodifythisAgreementtoprovideforadifferentnondisclosureperiodforspecificmaterials.Neither Party will be liable for inadvertent or accidental disclosure ofProprietaryInformationoftheotherPartyprovidedthat:
a.each Party uses at least the same degree of care in safeguarding suchProprietaryInformationasitusesforitsownproprietaryinformationoflikeimportance,and such degreeofcarewillbereasonablycalculatedtopreventsuchinadvertentdisclosure;
b.it limits access to such Proprietary Information to its employees and agents whoaredirectlyinvolvedintheconsiderationoftheProprietaryInformationandinformsitsemployeesandagentswhohaveaccesstosuchProprietaryInformationofitsdutynottodisclose;and
c.upon discovery of any such inadvertent disclosure of Proprietary information,itwillendeavortopreventanyfurtherinadvertentdisclosure.
D.Information will not be deemed proprietary and the receiving Party will have no obligationwithrespecttoanysuchinformationwhich:
a.is or becomes publicly known through no wrongful act,fault or negligenceof thereceivingParty;or
b.was known by the receiving Party or by any other affiliate or subsidiaryof thereceivingPartypriortodisclosure,or is at any time developed by the receiving Party independentlyof anysuchdisclosure;or
c.was disclosed to the receiving Party by a third party who was free of obligations ofconfidentialitytothedisclosingParty;or
d.is disclosed or used by the receiving Party,not less than three (3)years followingitsinitialdisclosureorsuchothernondisclosureperiodasmaybeagreedinwritingbytheParties;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 agencyordisclosureisrequiredbyoperationoflaw;or
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g.is furnished to a third party by the disclosing Party without a similar restriction onthethirdparty's rights.
E.Since either Party may choose not to use or announce any services,productsormarketingtechniquesrelatingtothesediscussionsorinformationgainedorexchangedduringthediscussions,both Parties acknowledge that one is not responsible or liable for any business decisionsmadebytheotherinrelianceuponanydisclosuresmadeduringanymeetingbetweenthePartiesorinrelianceonanyresultsofthediscussions.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'priorwrittenconsent.
H.Unless othenvise 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 impliedinanyadvertising,promotion,or any other publicity matter relating directly or indirectly to this Agreement.
l.The Parties acknowledge that this Agreement contains commercially confidentialinformationthatmaybeconsideredproprietarybyeitherorbothParties,and agree to limit distributionofthisAgreementtothoseindividualsintheirrespectivecompanieswithaneedtoknowthecontentsofthisAgreement.The Parties further agree to seek commercial confidentialstatus for this Agreement with anyregulatorycommissionwithwhichthisAgreementmustbefiledorotherwiseprovided,to the extent such adesignationcanbesecured.
14.DISPUTE RESOLUTION
The Parties agree that in the event of a default or any other dispute arising hereunder or in connectionherewith,the aggrieved Party shall first discuss the default or dispute with the other Party and seekresolutionpriortotakinganyactionbeforeanycourtorregulatororbeforeauthorizinganypublicstatementaboutordisclosureofthenatureofthedisputetoanythirdparty.Such conferences shall ifnecessarybeescalatedtothevicepresidentiallevelforeachParty.In the event that the officers of thePartiesshallbeunabletoresolveadefaultorotherdispute,the Parties shall then submit the matter to theCommissionfornon-binding mediation.If mediation by the Commission is unsuccessful,recourse may behadbyeitherPartytotheCommission,if it has jurisdiction over the breach or dispute or to an appropriatecourthavingjurisdictionovertheParties.Each Party shall bear the cost of preparing and presentingitscasethroughallphasesofthedisputeresolutionprocedurehereindescribed.
15.DEFAULT
If either Party believes the other is in breach of this Agreement or otherwise in violation of law,it will firstgivesixty(60)days notice of such breach or violation and an opportunityfor the allegedlydefaulting Partytocure.Thereafter,the Parties will employ the dispute resolutionprocedures set forth in this Agreement.
16.LIMITATION OF USE:
The Parties agree that this Agreement will not be proffered by either Party in another jurisdiction asevidenceofanyconcessionorasawaiverofanypositiontakenbytheotherPartyinthatjurisdiction or foranyotherpurpose.
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17.WAIVERS:
Any failure by either Party to insist upon the strict performance by the other Party of any of the provisionsofthisAgreementwillnotbedeemedawaiverofanyoftheprovisionsofthisAgreement,and each Party,notwithstandingsuch failure,will have the right thereafter to insist upon the specific performance of anyandalloftheprovisionsofthisAgreement.
18.GOVERNING LAW:
This Agreement will be governed by,and construed and enforced in accordance with,the laws of the StateofNevada,without regard to its conflict of laws principles.
19.NOTICES:
A.Every notice,consent,approval,or other communications required or contemplated bythisAgreementwillbeinwritingandwillbedeliveredinpersonorgivenbypostageprepaidmail,addressed to:
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To Citizens:To Reseller:Frontier,A Citizens Communications Company The Local ConnectionAttention:Director,Carrier Services Attention:Joe Velasquez180SClinton1003ldahoStreetRochester,NY 14646 Suite #5Tel:[phone] Elko,NV 89801Fax:[phone] Tel:[phone]
Fax:[phone]
or at such other address as the intended recipient previously will have designated by written notice to theotherParty.
B.Where specifically required,notices will be by certified or registered mail.UnlessotherwiseprovidedinthisAgreement,notice by mail will be effective on the date it is officially recorded asdeliveredbyreturnreceiptorequivalent,and in the absence of such record of delivery,it will be presumedtohavebeendeliveredthethirdday,or next business day after the third day,after it was deposited in themails,unless sent via over-night courier,in which case will be presumed to have been delivered on thedayafteritwasdepositedwiththeovernightcourier.
21.FORCE MAJEURE:
Neither Party will be held liable for any delay or failure in performanceof any part of this Agreement to theextentthatsuchfailureordelayiscausedbyactsofGod,acts of civil or military authority,governmentregulations,embargoes,labor disputes,epidemics,war,terrorist acts,riots,insurrections,fires,explosions,earthquakes,nuclearaccidents,floods,power blackouts,volcanic action,other major environmentaldisturbances,unusually severe weather conditions,inability to secure products or services of other personsortransportationfacilities,or acts or omissions of transportationcommon carriers or other causes beyond thereasonablecontrolofsuchParty.If any Force Majeurecondition occurs,the Party delayed or unable toperformwillgiveimmediatewrittennoticetotheotherPady.During the pendency of the Force Majeurecondition,the duties of the Party affected by the Force Majeurecondition will be abatedand will resumewithoutliabilitythereafter.If any such e×cusable delay lasts for a period of more than sixty (60)calendardays,the Party not relying on the excusable delay,at its option,may terminate this Agreement,in whole or inpart,upon prior written notice,without penalty.
22.INDEPENDENTCONTRACTORS:
Each Party agrees that it will perform its obligations hereunder as an independent contractor and not as theagent,employee,or servant of the other Party.NeitherParty nor any personnelfurnished by such Party willbedeemedanemployeeoragentoftheotherPartynorbeentitledtoanybenefitsavailableunderanyplansforsuchotherParty's employees.Each Party will at all times during the term of this Agreementretain fullcontroloftheemployment,direction,compensation and dischargeof all employees as is consistent with andnecessarytopreserveitsindependentcontractorstatus.Each Party will be solely responsible for all mattersrelatingtopaymentofitsemployeesincludingcompliancewithsocialsecuritytaxes,withholdingtaxes,worker's compensation,disability and unemploymentinsurance,and all other regulationsgoverningsuchmatters.
23.REGULATORY APPROVALS:
Although this Agreement may be executed by both Parties,to the extent that any state statute,order,ruleorregulationoranystateregulatoryagencyhavingcompetentjurisdictionoveroneorbothPartiestothisAgreementwillrequirethatthisAgreementbeapprovedbysuchregulatoryagencybeforethisAgreementmaybeeffective,this Agreement will not be effective in such state notwithstanding the Parties'signatureuntilthefirstbusinessdayaftersuchapprovalhasbeenobtained.
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Each Party agrees to cooperate with each other and with any regulatory agency so that any approvalnecessarytoprovidetheService(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 thebenefitsofthisAgreementmaybeachieved.
24.SEVERABILITY:
In the event that any one or more of the provisions contained herein,is,for any reason,held to beunenforceableinanyrespectunderlaworregulation,the remainder of this Agreement will not be affectedtherebyandwillcontinueinfullforceandeffect,unless removal of that provision results in a materialchangetothisAgreement.In such a case,the Parties will negotiate in good faith for replacementlanguage.If replacement language cannot be agreed upon,either Party may terminate this Agreement.
25.AMENDMENTS:
No amendmentor waiver of any provisionof this Agreement,and no consent to any default underthisAgreement,will be effective unless the same is in writing and signed by both Parties.
26.ASSIGNMENT:
Resellermay not assign this Agreement,and/orany of its rights and/or obligationshereunderwithout thepriorwrittenconsentofCitizens.
27.NO RIGHTS TO THIRD PARTIES:
This Agreementwill not provide any third party,including,but not limited to any End User customerofReseller,with any remedy,claim,liability,reimbursement,cause of action,or other right in excess of thoseexistingwithoutreferencetothisAgreement.
28.HEADINGS:
The headings in this Agreement are for convenienceand will not be construed to define or limit any of thetermshereinoraffectthemeaningsorinterpretationofthisAgreement.
29.EXECUTEDINCOUNTERPARTS:
This Agreement may be executed in any number of counterparts,each of which will be an original;but suchcounterpartswilltogetherconstitutebutoneandthesamedocument.
30.ENTIREAGREEMENT:
This Agreement sets forth the entire understandingand supersedes prior agreements between the Partiesrelatingtothesubjectmattercontainedhereinandmergesallpriordiscussionsbetweenthem,and neitherPartywillbeboundbyanydefinition,condition,provision,representation,warranty,covenant or promiseotherthanasexpresslystatedinthisAgreementorasiscontemporaneouslyorsubsequentlysetforthinwritingandexecutedbyadulyauthorizedofficerorrepresentativeofthePartytobeboundthereby.
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The Parties havecaused this Agreement to be executed by their duly authorized representatives.
V&V,INC:CITlZENS TELECOMMUNICATIONS
By
COMP NY OF IDAHO
Typed:Joe Velascuez Typed:i €.
Title:Owner Title:.2
Date:Ñ-73-OR Date:
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EXHIBIT A
Citizens [To be replaced by list of regulated services to be resold and applicable discount in stateswherethisisnottariffed.]
1.A nonrecurring charge will apply when converting a Citizens account to a Reseller account or when changing anenduserfromoneresellertoanother.The nonrecurring charge is discounted by 12%from Citizens Tariff rateforallServiceOrdering.
2.All Citizens tariffedregulated products and services,Basic Residential Line Service and Basic Business LineServiceandPublicAccessLineServicewillbediscountedat12%.Except as qualifiedin Section 4,Paragraph
F.
3.The following services are available for resale under this Agreement but are not included in the wholesalepricingreflectedabove:
a.Special Access Services DS-1
4.Services not available for Resale:
a.Customer Premises Equipment
b.Inside Wire
c.Promotions of less than 90 days
d.Enhanced Services
e.Link Up America
f.WATTS Service
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