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HomeMy WebLinkAbout20060414Application.pdf, . ft~!!!!.2f', I, ;:;' \' ~: ~9 . .; "' ,. : ..~:' ';J i':' ::!' Triad Center, Suite1 60 Salt Lake City, UT84180 Phone: (801) 924-6360 Fax: (801) 924-6363 April 12, 2006 Mrs. Jean Jewell Commission Secretary IDAHO PUBLIC UTILITIES COMMISSION 472 West Washington Street Boise, ID 83702 6~C--' -o6- RE:Local Interconnection Agreement between Citizens Telecommunications Company of Idaho and Granite Telecommunications, LLC. Dear Mrs. Jewell: Citizens Telecommunications Company of Idaho ("CTC-Idaho ) hereby submits for approval by the Idaho Public Utilities Commission ("Commission ) the enclosed "Local Interconnection Agreement" dated March 9, 2006 ("Agreement"), which provides for the interconnection of Granite Telecommunications, LLC. with CTC-Idaho. This Agreement was reached through 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 ofIdaho Administrative Code, 31.42., Rille 408. Section 252(e)(2) of the Act directs that a state Commission may reject an agreement reached through voluntary negotiations only if the commission finds that (1) (2) the agreement (or portion thereof) discriminates against a telecommunications carrier not a party to the agreement; or the implementation of such agreement or 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 approve the 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 ofIdaho, the Commission, the U.S. Congress and the Federal Communications Commission. The Agreement will enable The Local Connection 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- 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 reached through voluntary negotiations, it does not raise issues requiring a hearing and does not concern other parties not a part of the negotiations. Expeditious approval woilld further the public interest. Enclosed are an original and two copies of this filing as specified in IDAPA 31.01.0l(06l)(01)(c). Also included is a copy of this letter. Please return the copy of this letter, date-stamped in the enclosed postage-paid envelope. If you have any questions regarding this matter, please contact me at 801-924-6357 (voice), 801-924- 6363 (fax) or ingo.henningsen~czn.com (e-mail). Sincerely, cc:Roderick Cameron, w/o Attachments Generic Agreement Version: 1/23/02 Agreement Number: 0306-GRANITE CTC-ID- AGREEMENT FOR LOCAL INTERCONNECTION between , .: -- ~ ":: :- ::J , i. C'tc -(-0 0 l Citizens Telecommunications Company of Idaho and Granite Telecommunications, LLC Dated: March 9, 2006 Page 1 SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. SECTION 19. SECTION 20. SECTION 21. SECTION 22. SECTION 23. SECTION 24. SECTION 25. SECTION 26. SECTION 27. SECTION 28. SECTION 29. SECTION 30. Agreement Number: 0306-GRANITE CTC-ID- AGREEMENT FOR LOCAL INTERCONNECTION Table of Contents RECITALS AND PRINCIPLES GENERAL DEFINITIONS DEPOSIT AND ADVANC PAYMENT REQUIREMENTS CARRIER ACCOUNT SETUP SERVICE TO END USERS COORDINATION OF TRANSFER OF SERVICE (excluding Resale) AUDIT DISPUTE RESOLUTION FORCE MAJEURE REGULATORY APPROVAL ENTIRE AGREEMENT TERM OF AGREEMENT INSURANCE AMENDMENT OF AGREEMENT WAIVERS INDEPENDENT CONTRACTORS LIMITATION OF LIABILITY INDEMNITY DISCLAIMER OF WARRANTIES ASSIGNMENT CONTROLLING LAW SEVERABILITY NO JOINT VENTURE OR THIRD PARTY BENEFICIARIES CHARGES AND PAYMENT DEFAULT CONFIDENTIALITY AND PUBLICITY NO RIGHTS TO THRID PARTIES HEADINGS EXECUTION IN DUPLICATE NOTICES ATTACHMENT 1 -INTERCONNECTION ATTACHMENT 2 - ANCILLARY SERVICES ATTACHMENT 3 - RESALE OF LOCAL SERVICES ATTACHMENT 4 - PRICING Granite ICA CTC-ID FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 1 Page Agreement Number: 0306-GRANITE CTC-IO- AGREEMENT FOR LOCAL INTERCONNECTION This Agreement For Local Interconnection ("Agreement") made this 9th day of March, 2006, is by and between Citizens Telecommunications Company of Idaho, a Delaware Corporation, having its principal place of business at 180 South Clinton Avenue, Rochester, New York 14646 ("Frontier ) and Granite Telecommunications, LLC, a Delaware Limited Liability Company, having its principal place of business at 234 Copeland Street Quincy, MA 02169 ("Carrier ). Frontier and Carrier may also be referred to herein singularly as a "Party" or collectively as "the Parties SECTION 1.RECITALS AND PRINCIPLES Frontier is a telecommunications company authorized to provide telecommunications services in the State of Idaho; and Carrier is a telecommunications company authorized by the Commission to provide local exchange telecommunications services in the State of Idaho; and The Parties have in good faith negotiated , and agreed on local Interconnection terms and conditions as set forth below; and In consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carrier and Frontier hereby covenant and agree as follows: SECTION 2.GENERAL DEFINITIONS Except as otherwise specified herein, the following definitions will apply to all sections contained in this Agreement. Additional definitions that are specific to the matters covered in a particular section may appear in that section. 1. Access Services is a service that connects interexchange carriers to their End Users located within a local access and transport area (LATA). Access service is used in originating and terminating intraLATNinterLATA toll telecommunications. 2. Access Service Request (ASR) means the industry standard forms and supporting documentation used for ordering Access Services. The ASR will be used to identify the specific trunking and facilities request for Interconnection. Act means the Telecommunications Act of 1934, as amended from time to time. 2.4. Automatic Number Identification (ANI) refers to the number transmitted through the network identifying the calling party. CLLI Codes means Common Language Location Identifier Codes etc. Commission means the governing state regulatory commission, board or authority (PSC, PUC 7. Competitive Local Exchanqe Carrier (CLEC) means a telephone company certified by the Commission , for Frontier s franchised area, to provide local exchange service within Frontier s franchised area, and which has a Local Exchange Carrier Tariff approved by the Commission. DS1 is a digital signal rate of 1.544 Megabits per second ("Mbps Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 2 Agreement Number: 0306-GRANITE CTC-IO- DS3 is a digital signal rate of 44.736 Mbps. 10 End User means the ultimate user or consumer of the telecommunications services being sold or resold by either Party. 11 End User Location means the physical location of the premises where an End User makes use of the telecommunications services. 12 End User Of Record means the entity responsible for placing orders or requests for service; requesting additions, rearrangements, maintenance or discontinuance of service, and making payment in full of charges incurred such as toll, directory assistance, etc. 13 Enhanced Services shall refer to services, offered over common carrier transmission facilities, which employ computer processing applications that act on the format, content code, protocol or similar aspects of the subscriber s transmitted information; provide the subscriber additional, different, or restructured information; or involve subscriber interaction with stored information. In addition and with out limiting the foregoing, internet, information services, voicemail, and so-called "chat line" services are Enhanced Services. 14 chanae Messaae Interface (EMI) is the standard used for exchange of telecommunications message information between telecommunications providers for billable, non-billable, sample, settlement and study data. EMI format is contained in ATIS/OBF-EMI-016, an Alliance of Telecommunications Industry Solutions (ATIS) document, which defines industry standards for exchange message records. Interconnection in this Agreement is as defined in the Act. 16 Internet Service Provider liSP) Bound Traffic means traffic delivered by a local exchange carrier indirectly or directly, to a provider of Internet Services. 17 Local Exchanae Routina Guide (LERG) is a Telcordia reference document used by carriers to identify NPA-NXX routing and homing information as well as network element and equipment designations. 18 Local Traffic shall refer to calls originated by one Party s End Users and terminated to the other Party s End Users within the local exchange area or extended area service toll free calling area as defined in Frontier s tariffs. Local calls must be actually originated by and actually terminated to parties physically located within the same local calling area regardless of the NXX assigned to the calling and called parties. Foreign exchange or foreign exchange like service will be treated as Local Traffic based on the assigned NXX if the Party provides a dedicated channel between the rate center of the assigned NXX and the End User Location. 19 Local Service Provider Guide (the "Guide ) means the document provided to Carrier by Frontier included by reference herein, which outlines the process and procedures for ordering and maintaining carrier services. This document may be updated from time to time by Frontier. This document is to be used as reference only and is not a part of this agreement. 20 Network Interface Device (NID) is a device that connects the inside wire at the End User Location to a telephone network. 21 Point of Interconnection (POI) means the physicallocation(s) at which the Parties' networks meet for the purpose of exchanging Local Traffic. Reciprocal Compensation is as Described in the Act. 23 Transit Service is the delivery of certain traffic between Carrier and a third party ILEC, CLEC or CMRS provider by Frontier over a separate trunk group between Carrier and Frontier where appropriate Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 3 Agreement Number: 0306-GRANITE CTC-IO- trunks exist between Carrier and third party through Frontier s tandem. The following traffic types will be delivered: (I) Local Traffic originated from Carrier to such third-party and (ii) Local Traffic originated from such third-party to Frontier s tandem and terminated to Carrier. 24 A Wire Center is the location of one or more local switching systems, a point at which End Users loops converge. SECTION 3.DEPOSIT and ADVANCE PAYMENT REQUIREMENTS Frontier may, in order to safeguard its interest, require Carrier to make a deposit to be held by Frontier as a guarantee of the payment of rates and charges, unless satisfactory credit has already been established. Any such deposit may be held during the continuance of the service as security for the payment of any and all amounts accruing for the service. A deposit will be returned with interest, at the Commission prescribed deposit rate, if and when Carrier pays its undisputed bills on time for 24 consecutive months. Such deposit may not exceed two (2) months' estimated billing. The fact that a deposit has been made in no way relieves Carrier from complying with Frontier regulations as to advance payments and the prompt payment of bills on presentation nor, does it constitute a waiver or modification of the regular practices of Frontier providing for the discontinuance of service for non-payment of any sums due Frontier. 3.4 Frontier 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, or a significant probability of a bankruptcy filing by Carrier. In the event that Carrier defaults on its account, service to Carrier will be terminated and any deposits held will be applied to its account. SECTION 4 CARRIER ACCOUNT SET UP Carrier must provide the appropriate Frontier representative the necessary documentation to enable Frontier to establish a master account for Carrier. Such documentation will include a completed Carrier Master Account Questionnaire , proof of authority to provide telecommunications services within Frontier territory, proof that tariffs are on file and approved by the applicable Commission, and a tax exemption certificate, if applicable. Frontier will have no obligation to begin taking orders for service until after the necessary documents have been provided to Frontier, and the necessary deposit requirements are met. SECTION 5 SERVICE TO END USER Carrier will be the End User of Record for all services purchased from Frontier. Except as otherwise specified herein, Frontier will only take orders from , bill and expect payment from Carrier for all services. Carrier will be Frontier s single point of contact for all services purchased pursuant to this Agreement. Frontier will continue to bill the End User for any services that the End User specifies it wishes to receive directly from Frontier. Frontier maintains the right to actively market and serve directly any End User within Frontier serving area. Frontier will continue to directly market its own telecommunications products and services and in doing so may establish independent relationships with End Users of Carrier. 5.4 Service is furnished subject to the condition that it will not be used for any unlawful purpose. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 4 Agreement Number: 0306-GRANITE CTC-IO- Frontier may refuse to provide service to Carrier when it has reasonable grounds to believe that service will be used in violation of the law. Service will be discontinued by Frontier if any law enforcement agency advises that the service is being used in violation of the law. Frontier may refuse to provide service to Carrier when it has reasonable grounds to believe that service will jeopardize the reliability or efficiency of Frontier s network or interferes with or prevents other persons from using their service, or otherwise impairs the quality of service to other carriers or to End Users. Carrier will be the single point of contact with Frontier for all subsequent ordering activity resulting in additions or changes to services except that Frontier will accept a request directly from the End User for conversion of the End User s service from Carrier to Frontier or will accept a request from another Carrier for conversion of the End User s service from the Carrier to the other Carrier. SECTION 6.COORDINATION OF TRANSFER OF SERVICE (EXCLUDING RESALE) Coordination of Transfer of Service. To serve the public interest of End Users, the Parties agree that, when an End User transfers service from one Party to the other Party, it is necessary for the Parties to coordinate the timing for disconnection from one Party and connection with the other Party so that transferring End Users are not without service for any extended period of time. Other coordinated activities associated with transfer of service will be coordinated between the Parties to ensure quality services to the public. Procedures for Coordinated Transfer of Service Activities. The Parties agree to establish mutually acceptable, reasonable, and efficient transfer of service procedures that utilize the industry standard LSR format for the exchange of necessary information for coordination of service transfers between the Parties. Frontier may describe some of these procedures in its Guide. Reference to Frontier Guide is for convenience of the Parties and is not intended to be a part of or to affect the meaning of this Agreement including, but not limited to, provisions with respect to implementation of the cooperative coordination of transfer of service activities described herein. If any provision contained in this Agreement and the Guide cannot be reasonably construed or interpreted to avoid conflict, the provision contained in this Agreement shall apply. Coordinated Transfer of Service Activities. There will be no premium charges between the Parties or compensation provided by one Party to the other Party for the coordinated transfer of service activities between the hours of 8:00 a.m. and 5:00 p.m. Monday - Friday excluding holidays. Frontier may charge Carrier for the coordinated transfer of service activities scheduled outside of the specified hours in accordance with Frontier s tariff. 6.4 Letter of Authorization . Each Party is responsible for obtaining a Letter of Authorization (LOA) from each End User initiating transfer of service from one Party to the other Party if necessary. The Party obtaining the LOA from the End User will furnish it to the other Party upon request. The Party obtaining the LOA is required to maintain the original document, for a minimum of twenty-four (24) months from the date of signature. If there is a conflict between an End User and Carrier regarding the disconnection or provision of services, Frontier will honor the latest dated Letter of Authorization. If the End User s service has not been disconnected and services have not yet been established, Carrier will be responsible to pay the applicable service order charge for any order it has placed. If the End User s service has been disconnected and the End User s service is to be restored with Frontier, Carrier will be responsible to pay the applicable nonrecurring charges as set forth in Frontier applicable tariff to restore the End User s prior service with Frontier. Transfer of Service Announcement.Where an End User changes service from one Party to the other Party and the End User does not retain his or her original telephone number, the Party formerly Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 5 Agreement Number: 0306-GRANITE CTC-IO- providing service to the End User will provide a transfer of service announcement, where transfer of service announcement capability is available, on the vacated telephone number. This announcement will provide details regarding the new number that must be dialed to reach this End User. The service announcement will be provided, where available, by the Party formerly providing service to the extent and at the price specified in the applicable Frontier tariff. Disconnect and Transfer of Service Announcement Coordination for Service Transfers with Chanae of Number.When an End User changes service from one Party to the other Party and the End User does not retain his or her original telephone number, the Party from which the End User is transferring will honor requests for disconnection and service announcement initiation , where available from the Party to which the End User is transferring. The Party to which the End User is transferring service will provide to the other Party the End User s name, address, current telephone number, new telephone number, and date service should be transferred using the industry standard LSR format. The Party from which the End User is transferring will coordinate with the other Party the disconnection and service announcement initiation to coincide with the service transfer request date. The service announcement where available will be provided on the vacant number upon disconnect coinciding with the service transfer date. The Parties agree that the installation date will precede the disconnection date. Disconnect and Coordination of Number Portability for Service Transfers without Chanqe of Number. When an End User changes service from one Party to the other Party and the End User retains his or her original telephone number(s), the Party from which the End User is transferring will honor requests for disconnection and local number portability, where available , from the Party to which the End User is transferring. The Party to which the End User is transferring will provide the other Party the End User s name, address, current telephone number, and the Location Routing Number (LRN) for LNP, and the date service should be transferred using the industry standard LSR format. With LNP, the Parties will coordinate the disconnection, the connection, and number portability activities in accordance with the North American Numbering Council (NANC) flows. Combined Transfer of Service Reauests. Each Party will accept transfer of service requests from the other Party for one End User that includes multiple requests for transfers where the End User will retain one or more telephone numbers. Bulk Reauests for Transfer of Service. From time to time, either Party may benefit from the transfer of service for groups. The Parties agree to process bulk transfer of service requests for End Users having the same billing account number. 10 Access to the Network Interface Device (NID). Each Party will allow the other Party access to the End User side of the NID consistent with FCC rules. The Party to which the End User is transferring service may move all inside wire from the other Party s existing NID to one provided by the Party to which the End User is transferring service. Where a NID is of the type which provides for End User access to one side of the NID, the Party to which the End User is transferring service may elect to remove the inside wire at the connection(s) within the End User side of the NID. Where a NID is of an older type not allowing access to the End User side of the NID, the Party to which the End User is transferring service must make a clean cut of the inside wire at the closest point to the NID. 11 Expedited Order Charae. Expedited order requests will be accepted where reasonable and practical but will be assessed an expedited order charge. The expedited order charges are listed in Attachment 4, Pricing. 12 Service Date Modifications/ Carrier Not Ready. Carrier may request a change in due date at least 24 hours prior to the originally scheduled due date. Supplemental charges will apply when a request for a new due date is received after the LSR has been confirmed via firm order commitment (FOC). Supplemental order charges are listed in Attachment 4, Pricing. Alternate workforce is required when an increase in the complexity of the service order results in a higher per hour rate. If the new service date is changed to an earlier date, than expedited order charges will apply. If the request for modification to the service date occurs within twenty-four (24) hours of the scheduled due date, Carrier will be subject to Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 6 Agreement Number: 0306-GRANITE CTC-IO- charges for work and labor-related expenses already completed. If the due date change is requested due to a class of service change, additional and/or alternate workforce may be required and associated charges will apply. These charges will apply on a per occurrence basis. SECTION 7.AUDIT Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the Auditing Party") may audit the other Party's (the "Audited Party") books, records and other documents that relate solely to the Parties' billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors , providing reasonable access to any and all appropriate employees and relevant books records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party's relevant books records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. All audits shall be conducted at the sole cost and expense of the Auditing Party. Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month. SECTION 8.DISPUTE RESOLUTION The Parties agree that in the event of a default or any other dispute arising hereunder or in connection herewith , the aggrieved Party shall first discuss the default or dispute with the other Party and seek resolution prior to taking any action before any court or regulator or before authorizing any public statement about or disclosure of the nature of the dispute to any third party. In the event that the Parties are unable to resolve a default or other dispute, the Parties shall then submit the matter to the Commission or another mutually agreed upon mediator for non-binding mediation. If mediation is unsuccessful , recourse may be had by either Party to the Commission, if it has jurisdiction over the breach or dispute or to an appropriate court having jurisdiction over the Parties and the dispute. Each Party shall bear the cost of preparing and presenting its case through all phases of the dispute resolution procedure herein described. SECTION 9.FORCE MAJEURE If the performance of the Agreement, or any obligation hereunder is prevented , restricted or interfered with by reason of any of the following: Fire, explosion, flood , earthquake , hurricane, cyclone, tornado, storm , epidemic, breakdown of Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17100 Page 7 Agreement Number: 0306-GRANITE CTC-ID- plant or power failure; War, revolution , civil commotion, acts of public enemies, terrorism, blockade or embargo; Any law, order, proclamation, regulation, ordinance, demand or requirement of any government or any subdivision, authority, or representative of any such government; 9.4 labor difficulties , such as strikes, picketing or boycotts; Delays caused by other service or equipment vendors; Any other circumstance beyond the reasonable control of the Party affected; then the Party affected, upon giving notice to the other Party, will be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference (and the other Party will likewise be excused from performance of its obligations on a performance so prevented , restricted or interfered with); provided that the Party so affected will use reasonable efforts to avoid or remove such causes of nonperformance and both Parties will proceed to perform with dispatch whenever such causes are removed or cease. SECTION 10.REGULATORY APPROVALS 10.This Agreement, and any amendment or modification hereof, will be submitted to the Commission for approval in accordance with Section 252 of the Act. In the event any governmental authority or agency of competent jurisdiction rejects any provision hereof, the Parties shall negotiate promptly and in good faith such revisions as may reasonably be required to achieve approval. 10.In the event the FCC or the Commission promulgates rules or regulations , rates or issues orders, or a court with appropriate jurisdiction issues orders, which make unlawful or changes the intent of any provision of this Agreement, the Parties shall negotiate promptly and in good faith in order to amend the Agreement to substitute contract provisions which are consistent with such rules, regulations or orders. In the event the Parties cannot agree on an amendment within thirty (30) days from the date any such rules regulations or orders become effective , then the Parties shall resolve their dispute under the applicable procedures set forth in the Dispute Resolution Section of this Agreement. 10.The Parties acknowledge that terms of this Agreement were established pursuant to FCC and Commission orders. Nothing in this Agreement shall be deemed an admission by the Parties regarding the interpretation or effect of these rules or orders or an admission by either party that the existing rules or order shall not be changed, vacated dismissed or modified. 10.4 The Parties jointly agree to cooperate in the filing of this Interconnection Agreement and share equally the expenses associated with obtaining Commission approval. SECTION 11.ENTIRE AGREEMENT This Agreement sets forth the entire understanding and supersedes prior agreements between the 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 bound thereby. SECTION 12.TERM OF AGREEMENT 12.This Agreement will become effective upon the first business day following the date this Agreement has been approved by the Commission and will continue for a period of one (1) year unless terminated earlier under the conditions set forth herein. This Agreement will be automatically renewed for Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 8 Agreement Number: 0306-GRANITE CTC-IO- successive periods of six (6) months after the initial term unless either Party provides the other Party with no less than ninety (90) day s prior, written notification of, in the case of Frontier, its intent to terminate this Agreement, or, in the case of either Party, its desire to renegotiate at the end of the initial or any successive period. If Carrier does not respond to Frontier s written notification of the intent to terminate the Agreement prior to the expiration of the Agreement term , the Agreement will terminate and not renew at the end of the Agreement term. Either Party may send a request to renegotiate this Agreement upon its termination and the Parties intend that the negotiation and arbitration processes of the Act will be applicable to such a request. The date of the notice to negotiate a successor agreement will be the starting point for the negotiation window under Section 252 of the Act. The Parties intend that a renegotiated or arbitrated Agreement will be effective as of the date of termination of this Agreement and any new negotiated or arbitrated rates will be subject to true-up as of the termination date of this Agreement. 12.Upon termination or expiration of this Agreement each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement. SECTION 13. INSURANCE 13.1 Carrier will carry or cause to be carried the following insurance coverage which will be paid for and maintained at all times during the term of this Agreement. Such coverage will be provided through an insurance provider with an A.M. Best financial rating of "A" VIII or better. Frontier shall be named as an additional insured on all applicable policies as specified below except for Workers' Compensation. (i) Commercial General Liability Insurance with a minimum limit of liability of $1 ,000 000. combined single limit for each occurrence for bodily injury including death, and property damage. Such coverage under the Contractual Liability section will be broad enough to cover the terms and conditions of the Indemnification clause included with this Agreement. Coverage for explosion collapse and underground ("x, c, u ) will be included. (ii) Business Automobile Liability Insurance with a minimum limit of liability of $1 ,000,000. combined single limit for each occurrence for bodily injury, including death, and property damage covering any automobile used and or operated by, or on behalf of the Carrier on Frontier s Real Property. (iii) Workers Compensation Insurance with statutory limits and Employer s Liability Insurance with limits of $500 000 each accident, $500 000 disease - each employee, $500 000 disease - policy limit. (iv) Excess Liability Insurance with a minimum limit of $10 000 000. The limit of liability under this insurance may be increased accordingly to satisfy the minimum limit requirements under the Commercial General Liability, Business Automobile Liability and Employer s Liability Insurances. (v) If Carrier at any time in the future has Equipment on Frontier s property or at Frontier s facility, Carrier shall obtain Property Insurance in an amount sufficient to cover the cost of replacing Carrier s Equipment on Frontier s property or located at or used at Frontier s facility. Such insurance policy will provide that the insurance company will waive all rights of recovery by way of subrogation against Frontier in connection with any damage covered by the policy. (vi) Upon the commencement of this Agreement and upon renewal of any policy referenced, satisfactory evidence of compliance with such insurance requirements will be issued to the Frontier. The insurance companies referenced on such evidence will give the Licensor at least thirty (30) days advance written notice of any material change to, and/or cancellation of any of the policies referenced in such evidence. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 9 Agreement Number: 0306-GRANITE CTC-IO- (vii) All insurance must be in effect on or before the occupancy date and shall remain in force as long as Carrier s facilities remain within any spaces governed by this Agreement. If Carrier fails to maintain the coverage, Frontier may pay the premiums thereon and Carrier shall reimburse Frontier for such payments. SECTION 14. AMENDMENT OF AGREEMENT No provision of this Agreement shall be deemed waived , amended or modified by either Party unless such a waiver, amendment or modification is in writing, dated, and signed by both Parties. SECTION 15. WAIVERS 15.No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and properly executed by or on behalf of the Party against whom such waiver or consent is claimed. 15.No course of dealing or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term , right or condition. 15.Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default. SECTION 16.INDEPENDENT CONTRACTORS Each Party agrees that it will perform its obligations hereunder as an independent contractor and not as the agent, employee, or servant of the other Party. Neither Party nor any personnel furnished by such Party will be deemed an employee or agent of the other Party nor be entitled to any benefits available under 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, compensation and discharge of all employees as is consistent with and necessary to preserve its independent contractor status. Each Party will be solely responsible for all matters relating to payment of its employees including compliance with social security taxes, withholding taxes worker s compensation, disability and unemployment insurance, and all other regulations governing such matters. SECTION 17. LIMITATION OF LIABILITY 17.Each Party s liability to the other Party for any loss relating to or arising out of any act or omission in its performance under this Agreement, whether in contract, warranty, strict liability, or tort including (without limitation) negligence of any kind, shall be limited to the total amount that is or would have been charged to the other Party by such breaching Party for the service(s) or function(s) not performed or improperly performed. 17.EXCEPT AS OTHERWISE PROVIDED IN SECTION 17., NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THE PROVISION OR USE OF SERVICES PROVIDED UNDER THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS, COST, CLAIM, INJURY, LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEY' FEES, RELATING TO OR ARISING OUT OF ANY ORDINARY NEGLIGENT ACT OR OMISSION BY A PARTY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, INCOME OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT THE TIME THIS AGREEMENT WAS EXECUTED. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 10 Agreement Number: 0306-GRANITE CTC-IO- 17.No liability shall attach to either Party, its parents, subsidiaries, affiliates, agents, servants or employees for damages arising from errors, mistakes, omissions, interruptions, or delays in the course of establishing, furnishing, rearranging, moving, termination, changing, or providing or failing to provide services or facilities (including the obtaining or furnishing of information with respect thereof or with respect to users of the services or facilities) in the absence of gross negligence or willful misconduct. 17.4 Notwithstanding any other provisions of this Agreement, Carrier shall defend and indemnify Frontier and shall hold Frontier harmless from and against any and all loss alleged to have been incurred by an End User of Carrier or any other third party to the extent such loss arises or is attributable to Carrier s performance or failure to perform. SECTION 18. INDEMNITY 18.Each Party will each defend, indemnity, hold harmless the other Party from any liabilities , claims or demands (including the costs, expenses and reasonable attorney s fees on account thereof) that may be made by third parties for (a) personal injuries , including death, or (b) damage to tangible property resulting from the sole negligence and/or sole willful misconduct of that Party, its employees or agents in the performance of this Agreement. Each Party will defend the other at the other s request against any such liability, claim, or demand. Each Party will notify the other promptly of written claims or demands against such Party of which the other Party is solely responsible hereunder. 18.Each Party will each defend , indemnify, hold harmless the other Party and/or acquire any license or right for the benefit of the other Party, arising from any claim , demand or proceeding (hereinafter Claim ) by any third party alleging or asserting that the use of any circuit, apparatus, or system , or other facilities, or the use of any software, or the performance of any service or method , or the provision or use of any facilities by either Frontiers or Carrier under this Agreement constitutes direct or contributory infringement, or misuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property right of any third party. Each Party s indemnification obligation will be to the extent of infringement by the indemnifying Party 18.The indemnified Party will notify the indemnifying Party promptly in writing of any claims, lawsuits or demands by third Parties for which the indemnified Party alleges that the indemnifying Party is responsible under this Section and if requested by the indemnifying Party, shall tender the defense of such claim , lawsuit or demand. (1) In the event the indemnifying Party does not promptly assume or diligently pursue the defense of the tendered action , then the indemnified Party may proceed to defend or settle said action and the indemnifying Party shall hold harmless the indemnified Party from any loss, cost, liability, damage and expense. (2) In the event the Party otherwise entitled to indemnification from the other elects to decline such indemnification, then the Party making such an election may, at its own expense, assume defense and settlement of the claim , lawsuit or demand. (3) The Parties will cooperate in every reasonable manner with the defense or settlement of any claim , demand , or lawsuit. 18.4 Notwithstanding any other provisions of this Agreement, in the case of claims or loss alleged or incurred by an End User Customer of Carrier arising out of or in connection with services provided to the End User Customer by Carrier, Carrier shall defend and indemnify Frontier and its officers, directors employees and agents against any and all such claims or loss by Carrier s End User Customers SECTION 19. DISCLAIMER OF WARRANTIES Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17100 Page 11 Agreement Number: 0306-GRANITE CTC-IO- 19.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS), THE PARTIES AGREE THAT FRONTIER HAS NOT MADE, AND THAT THERE EXISTS, NO WARRANTY EXPRESS OR IMPLIED, THAT THE USE BY CARRIER OF FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED BY FRONTIER UNDER THIS AGREEMENT Will NOT GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTEllECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY. 19.It is the express intent of the Parties that each Party be solely responsible for all claims of its End Users, including, without limitation, any credits or adjustments that may be issued or required to be issued to its End Users. SECTION 20. ASSIGNMENT Any assignment or delegation by either Party to any non-affiliated entity or to any affiliated entity that is not certificated as a local exchange Carrier of any right, obligation or duty, or of any other interest hereunder in whole or in part, without the prior written consent of the other Party shall be void. A Party assigning delegating this Agreement or any right, obligation, duty or other interest hereunder to an affiliate that is certificated as a local exchange Carrier shall provide written notice to the other Party. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement. SECTION 21. CONTROLLING LAW This Agreement shall be governed by and construed in accordance with the Act, the FCC's Rules and Regulations, and the Commission Rules and Regulations, except insofar as state law may control any aspect of this Agreement, in which case the domestic laws of the state, without regard to its conflicts of laws principles, shall govern. SECTION 22. SEVERABILITY Subject to Section 10, Regulatory Approval , if any part of this Agreement is held to be invalid for any reason, such invalidity will affect only the portion of this Agreement which is invalid. In all other respects this Agreement will stand as if such invalid provision had not been a part thereof, and the remainder of the Agreement shall remain in full force and effect. SECTION 23. NO JOINT VENTURE OR THIRD PARTY BENEFICIARIES 23.Nothing herein contained shall be construed as creating a partnership or joint venture by or between the Parties. 23.The provisions of this Agreement are for the benefit of the Parties and not for any other Person. This Agreement will not provide any Person not a Party to this Agreement with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing by reference in this Agreement. SECTION 24. CHARGES AND PAYMENTS 24.In consideration of the services provided by Frontier under this Agreement, Carrier shall pay the charges set forth in this Agreement and in applicable tariffs. In consideration of the services provided by Carrier under this Agreement, Frontier shall pay the charges set forth in this Agreement. Invoices with charges set forth in this Agreement and in applicable tariffs shall be sent to: Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 12 Agreement Number: 0306-GRANITE CTC-IO- TO CARRIER Granite Telecommunications, LLC 100 Newport Avenue Ext. Quincy, MA 02171 Attn: Accounts Payable TO FRONTIER Frontier, A Citizens Communications Company Attention: Jeff Wiebers Director, Access Billing 14500 Burnhaven Dr. Suite 193 Burnsville, MN 55306 Telephone (952) 435-1338 24.A monthly billing statement with a consistent, regular bill date shall be prepared by each Party and will reflect the calculation for amounts due under this Agreement. All bills dated as set forth above will be due thirty (30) days after the bill date or by the next bill date (Le., the same date in the following month as the bill date), whichever is the shortest interval, except as provided herein , and are payable in immediately available funds. If such payment date would cause payment to be due on a Saturday, Sunday or Legal Holiday, payment for such bills will be due on the last business day preceding the Saturday, Sunday or Legal Holiday. When a bill has been delayed, the due date will be extended by the number of days the bill was delayed , upon request of the receiving Party. 24.Billing: The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows: 24.If any portion of an amount due to a Party (the "Billing Party") under this Agreement is subject to a bona fide dispute between the Parties , the Party billed (the Billed Party) shall within thirty (30) days of its receipt of the invoice containing such a disputed amount give written notice to the Billing Party of the amount it disputes ("Disputed Amounts ) and include in such notice the specific details and reasons for disputing each item. The Billed Party shall pay when due all undisputed amounts to the Billing Party, and shall include a copy of the dispute with the payment of the undisputed amount. 24.2 In the event that a billing dispute is resolved in favor of the Billed Party, any payment of the disputed amount withheld pending settlement of the dispute shall not be subject to the late payment penalty. 24.3 In the event that a billing dispute is resolved in favor of the Billing Party, any payments withheld pending settlement of the dispute will be subject to the late payment penalty as set forth herein. 24.3.4 Undisputed amounts shall be paid when due as set forth in Section 24.2 above. If any payment or portion thereof is either received by the Billing Party in funds that are not immediately available to the Billing Party or not received by the bill due date, a late payment penalty shall be due to the Billing Party. The late payment penalty shall be 1.5% per month or 18% annually, or the maximum allowed by law, whichever is less. 24.4 Both Parties shall use the Dispute Resolutions procedures as described herein. SECTION 25. DEFAULT Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 13 Agreement Number: 0306-GRANITE CTC-IO- 25.In the event of breach of any material provision of this Agreement by either Party, the non breaching Party shall give the other Party written notice thereof, and: 25.1 .If such material breach is for non-payment of amounts due hereunder, the breaching Party shall cure such breach within ten (10) days of receiving such notice. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. Amounts disputed in good faith and withheld or set off shall not be deemed "amounts due hereunder" for the purpose of this provision. Neither Party shall withhold or set off undisputed amounts. In addition, if such material breach is for non-payment of amounts due hereunder and such amounts have not been disputed, the non-breaching Party may: (1) refuse additional applications for any service provided under this Agreement; (2) refuse to complete any pending orders for additional services any time thereafter, and/or; (3) on thirty (30) days' written notice by overnight delivery or certified U. mail, with a copy to the Commission, to the person designated to receive such notice, discontinue the provision of existing services at any time thereafter. 25.If the non-breaching Party does not refuse additional applications for additional services , and the non-payment continues, nothing contained herein shall preclude the non- breaching Party from refusing additional applications for services without further notice. If the non-breaching Party discontinues provision of the additional services, all applicable charges including termination charges, shall become due. If the non-breaching Party does not discontinue the provision of services on the date specified in the thirty (30) days notice, and the nonpayment continues, nothing contained herein shall preclude the non-breaching Party from discontinuing the provision of services without further notice. 25.Frontier reserves the right to refuse an application for additional services made by any entity that owns or is substantially owned, directly or indirectly, by or is under common control with Carrier, so long as Carrier or any such entity is indebted to Frontier for services previously furnished, until the indebtedness is satisfied. In the event that services are provided to Carrier or an entity that owns or is substantially owned , directly or indirectly, by or is under common control with, Carrier, such services may be terminated by Frontier unless Carrier satisfies the indebtedness owing to Frontier within thirty (30) days after written notification. Such notification shall be made by certified U. S. mail to the person designated by Carrier to receive such notices. 25.1.4 If such material breach is for any failure to perform in accordance with this Agreement, other than for non-payment of amounts due hereunder, or if either Party is otherwise in violation of the law, the non-breaching Party shall give notice of the breach and the breaching Party shall cure such breach within sixty (60) days of such notice, and if breaching Party does not, the non- breaching Party may, at its sole option , terminate this Agreement. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. SECTION 26. CONFIDENTIALITY AND PUBLICITY 26.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 in accordance with the terms provided herein. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 14 Agreement Number: 0306-GRANITE CTC-IO- 26.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. , " Frontier Proprietary". Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to 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. 26.Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that: 26.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure; 26.it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and 26.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure. 26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which: 26.4.is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or 26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or 26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or 26.4.4 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 26.4.is approved for release by written authorization of the disclosing Party; or 26.4.is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or 26.4.is furnished to a third party by the disclosing Party without a similar restriction on the third party s rights. 26.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 in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 15 Agreement Number: 0306-GRANITE CTC-IO- 26.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. 26.All publicity regarding this Agreement and its Attachments is subject to the Parties' prior written consent. 26.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. SECTION 27.NO RIGHTS TO THIRD PARTIES This Agreement will not provide any third party, including, but not limited to any End User of Carrier, with any remedy, claim , liability, reimbursement, cause of action , or other right in excess of those existing without reference to this Agreement. SECTION 28.HEADINGS The headings in this Agreement are for convenience and will not be construed to define or limit any of the terms herein or affect the meanings or interpretation of this Agreement. SECTION 29. EXECUTION IN DUPLICATE This Agreement may be executed in counterparts. Each counterpart shall be considered an original and such counterparts shall together constitute one and the same instrument. SECTION 30. NOTICES Except as otherwise provided herein, all notices or other communication hereunder shall be deemed to have been duly given when made in writing and delivered in person or deposited in the United States mail certified mail, postage prepaid, return receipt requested, or delivered by prepaid overnight express mail and addressed as follows: TO CARRIER Granite Telecommunications, LLC 100 Newport Avenue Ext. Quincy, MA 02171 Attn: Legal Department TO FRONTIER Frontier, A Citizens Communications Company Attn: Kim Czak, Director, Carrier Services 180 South Clinton Avenue Rochester, NY 14646 Tel. No. 585-777-7124 AND Frontier, A Citizens Communications Company Attn: Kevin Saville, Associate General Counsel Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 16 Agreement Number: 0306-GRANITE CTC-IO- 2378 Wilshire Blvd. Mound, MN 55364 Frontier, A Citizens Communications Company Attn: Gregg Sayre, Associate General Counsel 180 S. Clinton Ave, ih Floor Rochester, NY 14646 Frontier, A Citizens Communications Company Attn: Chuck Best, VP , Administration and Legal 4400 NE 77th Ave Vancouver, W A 98662 If personal delivery is selected to give notice, a receipt of such delivery shall be obtained. The address to which notices or communications may be given to either Party may be changed by written notice given by such Party to the other pursuant to this Section. The Parties have caused this Local Interconnection Agreement to be executed on their behalf on the dates set forth below. Citizens Telecommunications Company of Idaho Title:Title: \1t \) RIOHNtC fiUASON P. Revenue Assurance )-~\' By:By: Typed: Date:03-J(P. z-oa G Date: Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 17 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT INTERCONNECTION Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised: 1/22/01 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT 1 -INTERCONNECTION The Parties hereto, agree to interconnect their facilities and networks for the transport of Local Traffic as follows: SECTION 1.Interconnection Trunkina Arranaements 1 .The Parties will interconnect their networks as specified in the terms and conditions contained herein. POls set forth in this Attachment, may be modified from time to time by either Party with the written consent of the other Party, which consent will not be unreasonably withheld. Carrier will agree to establish each POI at a technically feasible point on Frontier s network. In order to establish direct Interconnection, a POI is required at one or more of the following locations: a) POI at the Frontier local tandem office where available which will provide switched Interconnection to Frontier End Users served by subtending host and remote offices. b) POI at the Frontier Host Office, which will provide switched Interconnection to Frontier s End Users' served by that host office and subtending remote offices. In order for Carrier to establish a POI , a request will need to be submitted using the POI Request Form located at www.frontieronline.com. Each Party will be responsible for the engineering and construction of its own network facilities on its side of the POI , however, should Frontier be required to modify its network to accommodate the Interconnection request made by Carrier, Carrier agrees to pay Frontier reasonable charges for such modifications. If Carrier uses a third party network to reach the POI, Carrier will bear all third party Carrier charges for facilities and traffic in both directions on its side of the POI. 1.4 Carrier will be responsible for establishing separate trunk groups for: 1.4.Local Traffic including ISP Bound Traffic and locally-dialed Enhanced Services traffic. 1.4.Access Services to enable Interexchange Carriers to originate and terminate traffic from/to Carrier or for Carrier and Frontier to exchange traffic other than Local Traffic. 1.4.Transit Service traffic when connected to a Frontier tandem. 1.4.4 Carrier s services as an interexchange service provider are subject to Frontier s access tariffs. 1.4.Connecting Carrier s switch to the applicable E911 routers. If Carrier purchases such services from Frontier, they will be provided at full applicable tariff rates. For all 911/E911 traffic originating from Carrier, it is the responsibility of Carrier and the appropriate state or local public safety answering agency to negotiate the manner in which 911/E911 traffic from Carrier will be processed. The Parties mutually agree that all Interconnection facilities will be sized according to mutual forecasts and sound engineering practice, as mutually agreed to by the Parties. The Parties further agree that all equipment and technical Interconnections will be in conformance with all generally accepted industry standards with regard to facilities, equipment, and services. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised: 1/22/01 Agreement Number: 0306-GRANITE CTC-IO- Interconnection will be provided via W/o-way trunks. The only compensation or other responsibility for payment for terminating traffic from the POI onward shall be Reciprocal Compensation, if applicable and/or Transit Service charges where a Frontier tandem is used to reach a third party's neW/ork and/or Switched Access charges where Carrier is acting as an Interexchange Carrier. The mutually agreed upon technical and operational interfaces, procedures, grade of service and performance standards for Interconnection beW/een the Parties will conform with all generally accepted industry standards with regard to facilities, equipment, and services. All Interconnection facilities and trunking will be ordered using industry standard ASR as referenced in Frontier s Local Service Provider Guide. Carrier will not expect Frontier s local end office switches to act as a tandem on the Carrier behalf nor will Frontier expect the Carrier s local end office switches to act as a tandem on Frontier behalf. This Agreement is applicable only to Frontier s serving areas. Frontier will not be responsible for Interconnections or contracts relating to any Carrier s Interconnection with any other service provider or telecommunications carrier. If Carrier provides service using an NPA-NXX assigned to a rate center where Frontier provides extended area service or a applicable regulatory authority approved optional calling plan, and Carrier chooses to indirectly interconnect by using the tandem switching facilities of a third party, Frontier will have no obligation to route and rate traffic to Carrier s NPA-NXX as an EAS call or pursuant to an optional calling plan unless Carrier has established a trunking and transiting arrangement for this traffic with Frontier and the other telecommunications carrier(s) utilizing the trunk and providing transitting service for the traffic. 10 If a Carrier End User customer ports a number from Carrier to another carrier and Frontier routes a call to that ported number to Carrier, Carrier will route the call to the new carrier and may assess Frontier a charge not to exceed Frontier s charge for an non-queried call. Signaling Systems and Administration 11.1 The Parties will , where Frontier has the capability, interconnect their neW/orks using SS7 signaling associated with all Interconnection trunk groups as defined in Telcordia GR-246 "Bell Communications Research Specification of Signaling Systems 7 (SS7) and GR-905 , " Common Channel Signaling NeW/ork Interface Specification (CCSNIS) Supporting Interconnection Message Transfer Part (MTP), and Integrated Services Digital NeW/ork (ISDN) User Part (ISUP) including ISDN User Part ("ISUP") for trunk signaling and Transaction Capabilities Application Part ("TCAP") for CCS-based features in the Interconnection of their neW/orks. For glare resolution, Frontier will have priority on odd trunk group member circuit identification codes, and carrier will have priority on even trunk group member circuit identification codes , unless otherwise mutually agreed. SECTION 2.Testina and Trouble Responsibilities The Parties agree to: Cooperatively plan and implement coordinated repair procedures for the local Interconnection trunks and facilities to ensure trouble reports are resolved in a timely and appropriate manner. Provide trained personnel with adequate and compatible test equipment to work with each other technicians. Promptly notify each other when there is any change affecting the service requested, including the date service is to be started. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 20 Agreement Number: 0306-GRANITE CTC-IO- 2.4 Coordinate and schedule testing activities of their own personnel, and others as applicable, to ensure its Interconnection trunks/trunk groups are installed per the Interconnection order, meet agreed upon acceptance test requirements, and are placed in service by the due date. Perform sectionalization to determine if a trouble condition is located in its facility or its portion of the Interconnection trunks prior to referring any trouble to each other. Provide each other with a trouble reporting number to a work center that is staffed 24 hours a day!7 days a week. Based on the trunking architecture, provide for mutual tests for system assurance for the proper recording of AMA records in each company s switch. These tests are repeatable on demand by either Party upon reasonable notice. A maintenance service charge applies whenever either Party requests the dispatch of the other Party s personnel for the purpose of performing maintenance activity on the Interconnection trunks , and any of the following conditions exist: No trouble is found in the Interconnection trunks; or The trouble condition results from equipment, facilities or systems not provided by the Party whose personnel were dispatched; or Trouble clearance did not otherwise require a dispatch, and upon dispatch requested for repair verification, the Interconnection trunk does not exceed maintenance limits. 8.4 If a maintenance service charge has been applied and trouble is subsequently found in the facilities of the Party whose personnel were dispatched, the charge will be canceled. Billing for maintenance service is based on Frontier s respective tariff. SECTION 3.Interconnection Forecastina Semi-annually Carrier will provide Frontier a one (1) year forecast for expected trunk utilization. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as facilities and/or equipment are available. The forecasts will include the number, type and capacity of trunks as well as a description of major network projects anticipated for the following six months. Major network projects include trunking or network rearrangements, shifts in anticipated traffic patterns, or other activities that are reflected by a significant increase or decrease in trunking demand for the following forecast period. If a trunk group is under 75 percent of centum call seconds capacity on a monthly average basis for each month of any six month period , either Party may issue an order to resize the trunk group, which will be left with not less than 25 percent excess capacity. The grade of service for all final facilities between Frontier' central office and Carrier s will be engineered to achieve P.01 grade of service. SECTION 4.Reciprocal Compensation for the Transport and Termination of Interchanaed Traffic. The Parties agree to exchange ISP Bound Traffic in accordance with the Order on Remand by the Federal Communications Commission ("FCC") in CC Docket No. 96-98 on April 27, 2001. All minutes of ISP Bound traffic are to be exchanged on a bill and keep basis between the Parties in accordance with paragraph 81 of the Order, such that neither Party owes the other Party any compensation for the Granite ICA CTC-IO FINAL.doc Page 21 Version: 7/22/99 Revised 7/17/00 Agreement Number: 0306-GRANITE CTC-IO- origination, transport or termination of such traffic. The preceding sentence applies only to the exchange of traffic between these Parties and a separate determination of what ISP Bound Traffic was exchanged between Frontier and any other party adopting this Agreement under 47 U.C. 9 252(i) shall be required in order to determine the appropriate compensation of ISP-Bound Traffic between Frontier and any such other party. Neither Party expects to terminate material amounts of Local Traffic to the other Party, and to the extent the Parties terminate Local Traffic they expect the volume of Local Traffic each Party terminates to be comparable, thereby justifying the use of combined trunks for Local Traffic and ISP Bound Traffic under Attachment 1 , Section 1.4. As such it will not be possible to identify Local Traffic and the Parties will reciprocally compensate each other using bill and keep. The Parties will exchange Enhanced Services traffic other than ISP-Bound Traffic on a bill and keep basis where such traffic is dialed as a local call. The fact that ISP Bound Traffic and de minimus amounts of Local Traffic are compensated for on a bill and keep basis shall not change the compensation set forth in this Agreement for any other traffic or services, including but not limited to facilities for Interconnection under Section 1 of this Attachment 1 , Access Services traffic, wireless traffic, and Transit Service traffic. All other Traffic, regardless of the protocols used in connection with such traffic, other than ISP Bound Traffic, Local Traffic, locally-dialed Enhanced Services Traffic, 911 traffic and Transit Service traffic, shall be terminated to a Party subject to that Party's tariffed access charges. SECTION 5.Transit Service 1 Carrier shall compensate Frontier for Transit Service as follows: Carrier shall pay Frontier a Transit Service charge as set forth in Attachment 4, Pricing for Transit Service originated by Carrier to any third party carrier, or terminated to Carrier from a third-party Incumbent Local Exchange Carrier. 1 .Each Party acknowledges that Frontier does not have any responsibility to pay any charges for termination of any transit traffic originating from a non-Party s network. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 22 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT 2 ANCILLARY SERVICES Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17100 ATTACHMENT 2 ANCILLARY SERVICES Page 23 Agreement Number: 0306-GRANITE CTC-ID- SECTION 1 DIRECTORY LISTINGS AND DISTRIBUTION SERVICES 1.1 Carrier agrees to provide to Frontier or its publisher, as specified by Frontier, all subscriber list information (including additions, changes and deletions) for Carrier s End Users and those of any resellers of Carrier services, located within Frontier s operating areas. It is the responsibility of the Carrier to submit directory listings in the prescribed manner to Frontier prior to the directory listing publication cut-off date which is posted at www.frontieronline.com under Carrier Services then Directory Services. Frontier will include Carrier s End User primary listings in the appropriate sections of its telephone directories (residence and business listings). Listings of Carrier s End Users will be inter-filed with listings of Frontier s End Users and the End Users of other LECs, in the local section of Frontier s directories. Carrier will identify any of these subscribers that are "non-published" End Users. Carrier will provide Frontier with the directory information for all its End Users in the format specified in the Frontier Local Service Provider Guide. Subscriber list information will include the End User s name, address telephone number, appropriate classified heading and all other pertinent data elements as requested by Frontier including ACNAICIC or CLCC/OCN , as appropriate with each order, to enable Frontier the ability to identify listing ownership. Carrier will provide all subscriber listings at no charge to Frontier or its publisher. 1 .4 Carrier 's End Users' standard primary listing information in the telephone directories will be provided at no charge. 1 .Carrier is responsible for all listing questions and contacts with its End Users including but not limited to queries, complaints, account maintenance, privacy requirements and services. Carrier will provide Frontier with appropriate internal contact information to fulfill these requirements. 1 .Frontier will accord Carrier directory listing information the same level of confidentiality, which Frontier accords its own directory listing information. Carrier grants Frontier full authority to provide Carrier subscriber listings, excluding non-published telephone numbers, to other directory publishers and will indemnify Frontier and its publisher from and against any liability resulting from the provisioning of such listings. In exchange for Frontier providing this subscriber list service, Frontier will charge, bill , collect and retain any monies derived from the sale of Carrier listings to other directory publishers. Frontier will distribute its telephone directories to Carrier s End Users in a manner similar to the way it provides those functions for its own End Users in Frontier s service territory. For Carrier End Users whose listings are not maintained in a Frontier database, Carrier shall provide the information needed for the distribution of listings in book form to such End Users. Carrier is responsible for sending to Frontier at the posted date an approximate directory count for its End Users for the purpose of ensuring an adequate quantity is printed. Carrier is responsible for providing information that includes distribution address and book quantities to Frontier. Frontier will place the same restrictions on the Carrier s End Users as it does for itself when assigning book quantities. 1 .Carrier will adhere to all practices , standards, and ethical requirements of Frontier with regard to listings, and, by providing Frontier with listing information , warrants to Frontier that Carrier has the right to place such listings on behalf of its End Users. Carrier 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 or corporate name, trade name, or language used in the listing. Carrier shall be solely responsible for knowing and adhering to state laws or rulings regarding listing information and for supplying Frontier with Granite ICA CTC-IO FINAL.doc Page 24 Version: 7/22/99 Revised 7/17100 Agreement Number: 0306-GRANITE CTC-IO- applicable listing information. In addition, Carrier agrees to release, defend, hold harmless and indemnify Frontier 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 Frontier s listing of the information provided by Carrier hereunder. 9 Frontier s liability to Carrier in the event of a Frontier error in or omission of a listing will not exceed the amount of charges actually paid by Carrier for such listing. In addition , Carrier agrees to take, with respect to its own End Users , all reasonable steps to ensure that its' and Frontier s liability to Carrier s End Users in the event of a Frontier error in or omission of a listing will be subject to the same limitations that Frontier s liability to its own End Users are subject to. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 25 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT 3 RESALE OF LOCAL SERVICES Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 26 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT 3 - Resale of Local Services Section 1.DEFINITIONS Resale means an activity wherein Carrier subscribes to the retail telecommunications services of Frontier and then re-offers and provides those telecommunications services to the public under its own company name. SECTION 2.SERVICE TO END USERS Telephone numbers associated with Frontier' retail telecommunication services offered for resale are assigned to the service furnished. Carrier has no property right to the telephone number or any other call number designation associated with services furnished by Frontier, and no right to the continuance of service through any particular central office. Frontier 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. SECTION 3.FRONTIER' PROVISION OF SERVICES TO CARRIER Carrier agrees that its resale of Frontier services will be as follows: 1. Except as specified in Section 3.6 below. The telecommunications services available at a wholesale discount for resale by Carrier will be limited to retail services made available to End Users and uses conforming to the class of service restrictions in Frontier' Local Exchange Service Tariff and pursuant to all rules and regulations related to the provision of local exchange services promulgated by the applicable Commission. 2. If telephone service is established and it is subsequently determined that the class of service restriction has been violated, Carrier will be notified and billing for that service will be retroactively 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 Frontier sole discretion. Interest will apply at the rate of 1.5% per month or 18% annually, or the maximum allowed by law, whichever is less, compounded daily for the number of days from the back billing date to and including the date that Carrier actually makes the payment to Frontier may be assessed. 2. Resold services can only be used in the same manner as specified in Frontier' Tariff. Resold services are subject to the same terms and conditions as are specified for such services when furnished to an individual End User of Frontier in the appropriate section of Frontier' Tariff. Specific Tariff features , 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. Carrier may resell Frontier' services only within the specific Frontier' service area as defined in Frontier s Tariff. 3.4. A subscriber line charge (SLC) or any federally mandated or state approved charge to End Users included in Frontier s tariffs will continue to be paid by Carrier without discount for each local exchange line resold under this Agreement. 5. Law enforcement agency subpoenas and court orders regarding End Users of Carrier will be directed to Carrier. Frontier will bill Carrier for implementing any requests by law enforcement agencies regarding Carrier End Users. Frontier will cooperate fully with law enforcement agencies with subpoenas and court orders for assistance with Carrier s End Users. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 1 Agreement Number: 0306-GRANITE CTC-IO- Carrier may resell the tariffed retail local exchange services of Frontier subject to the terms and conditions specifically set forth herein. Notwithstanding the foregoing, the following are not available for Resale: Calling Card Employee Concessions Services Promotional offers less than 90 days Grandfathered Services lifeline and Link Up Services Inside Wire Installment billing options Enhanced Services, excluding voice mail End User Premise Equipment 911 and E911 Services Interconnection Services Legislatively or Administratively Mandated Specialized Discounts (e., educational institution discounts) Carrier agrees to abide by the terms and conditions of the Local Service Provider Guide, which is incorporated by reference herein. Carrier is liable for all fraud associated with service to its End Users and accounts. Frontier takes no responsibility, will not investigate, and will make no adjustments to Carrier s account in cases of fraud unless such fraud is the result of intentional misconduct or gross negligence of Frontier. Telecommunications services provided directly to Carrier for its own use and not resold to End Users must be identified by Carrier as such , and notwithstanding any available wholesale discount, Carrier will pay retail prices for such services. SECTION 4.MAINTENANCE OF SERVICES Services resold by Frontier will be maintained by Frontier, up to and including the Network Interface Device. Carrier or its End Users may not rearrange, move, disconnect, add additional services, remove or attempt to repair any facilities owned by Frontier, other than by connection or disconnection to any interface means used. Carrier accepts responsibility to notify Frontier of situations that may arise, resulting in service problems. 4.4 Carrier will be the single point of contact for all repair calls on behalf of Carrier s End Users. Carrier will contact the appropriate repair centers in accordance with procedures established by Frontier. For all repair requests, Carrier accepts responsibility for adhering to Frontier' prescreening guidelines prior to referring the trouble to Frontier. Frontier will bill Carrier for handling troubles that are found not to be in Frontier' network pursuant to its standard time and material or dispatch charges as set forth in Frontier' Tariff. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 2 Agreement Number: 0306-GRANITE CTC-ID- Frontier reserves the right to contact Carrier s End User if deemed necessary, for maintenance purposes in an emergency or as a result of a service call which Carrier may initiate. Carrier acknowledges that any chat line services being offered by Carrier over Frontier s facilities shall only be provisioned by Frontier on a blockable "NXX" central office code. SECTION 5.ESTABLISHMENT OF SERVICE When notification is received from Carrier that a current End User of Frontier will subscribe to Carrier s service, standard service order intervals for the appropriate class of service will apply. When an existing End User of Frontier switches to Carrier, Carrier must provide Frontier with the End User line numbers and applicable feature detail, as set forth in the Local Service Provider Guide. SECTION 6.DISCONTINUANCE OF SERVICE TO END USER The procedures for temporarily denying or permanently disconnecting service to an End User are as follows: Frontier will temporarily deny service to Carrier s End User on behalf of, and at the request of Carrier. Upon restoration of the End User s service, restoral charges will apply and will be charged to the master account of Carrier. All requests by Carrier for temporary denial, restoration , or permanent disconnection of an End User for nonpayment must be in writing and must be on, or accompanied by, the appropriate ordering form. Carrier is responsible for compliance with regulatory requirements for termination and temporary disconnection of service to End User(s). Carrier will be solely responsible for notifying the End User, in advance, of the proposed temporary denial or permanent disconnection of the service. 6.4 Frontier will advise Carrier when it is determined that annoyance calls are originated from one of their End User s locations. Frontier will be indemnified, defended and held harmless by Carrier and/or the End User against any claim, loss , or damage arising from providing this information to Carrier. It is the responsibility of Carrier to take the corrective action necessary with its End Users who make annoying calls. Failure to do so may at Frontier s option result in Frontier disconnecting the End User s service. SECTION DISCONTINUANCE OF SERVICE TO CARRIER The procedures for discontinuing service to Carrier are as follows unless otherwise defined by the Commission: Where Carrier discontinues its provision of service to all or substantially all of its End Users , the Carrier must send advance written notice of such discontinuance to Frontier, comply with any applicable Commission regulatory requirements and to each of the Carrier s End Users. Such notice must include a verification that the Carrier 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 Carrier, Frontier will serve the End User at its retail rates as if the End User had applied for new service, subject to Frontier s retail connection charges and other requirements applicable to other new End Users including but not limited to payment of deposits , advance payments and prior amounts owing to Frontier. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Page 3 Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised 7/17/00 Agreement Number: 0306-GRANITE CTC-IO- ATTACHMENT 4 PRICING Page 4 Agreement Number: 0306-GRANITE CTC-IO- Attachment 4 - PRICING RECIPROCAL COMPENSATION ISP Bound and Local wireline to wireline traffic will be terminated by the Parties on a Bill and Keep basis. Transit Service-per MOU $ 0.0061854/MOU Wireline to Wireless traffic or Wireless to Wireline traffic $ 0.011/MOU 1.4 Carrier will provide accurate Calling Party Number ("CPN") and/or Automatic Number Identification ("ANI") on at least ninety-five percent (95%) of all traffic delivered to the POI. Where CPN and/or ANI is not provided , Carrier agrees to pay the applicable intrastate terminating access charges for such traffic. OTHER NONRECURRING CHARGES Order Change Charge See Supplemental PON Charges Due Date Charge See Supplemental PON Charges Expedited Orders *** See Miscellaneous Charges Network modification requests such as, but not limited to, conditioning (Cable Loading or Unloading, Load Coil Rearrangement and Bridged Tap Removal) and Placement of Repeaters will be priced on an individual case basis. RESALE 1 Nonrecurring Charges: A nonrecurring charge will apply when converting a Frontier account to a Carrier account or when changing an End User from one Carrier to another. Basic Residential Line Service and Basic Business Line Service and Public Access Line Service that is subject to resale will be discounted at 11.5% from the published rates in the state local tariff for the rate center where service is being requested. Supplemental PON Charaes A supplement is any new iteration of a local service request. Supplement # 1 Cancel - Indicates that the pending order is to be canceled in its entirety. Charge -$14. Granite ICA CTC-ID FINAL.doc Version: 7/22/99 Revised: 1/22/04 Page Agreement Number: 0306-GRANITE CTC-IO- Supplement # 2 New desired due date - Indicates that the pending order requires only a change of desired due date. Supplement # 3 Other - Any other change to the request. Supp 2 & 3 Charges are as follows: Order Type Residence Business Residence Business Residence Business Resale Resale Portinq Portinq UlLlUNE UlLlUNE Charge Per $11.$17.$11.$17.$8.$14. Order Expedite Charge will be applied ($35.20 per telephone number) for any Portings stopped on the DO & subseauentlv reappointed with a new Due Date. OTHER MISCELLENEOUS CHARGES 1.4.Expedite Charae - Any work requested before the next available due date or before the standard interval for that service. The expedite charge is applied for each telephone number being expedited. NONRECURRING Residence Business 35. 35. Additional labor Charges also apply if the work is done after hours or on the weekend. PreferentialNanitv Numbers NONRECURRING Residence $42.33 Business $84.45 Concurrence Charge The ClEC is responsible to create subscription versions in the NPAC prior to the 18-hour window. In the event that the ClEC does not create the subscription version(s) within the prescribed time frame, the ClEC is responsible to notify Frontier during regular business hours of the need to concur. Failure to do so may result in a delayed porting. A concurrence charge is applied for each telephone number needing concurrence. NONRECURRING Residence Business $11. $17. Granite ICA CTC-IO FINAL.doc Version: 7/22/99 Revised: 1/22/04 Page