20020802Application (Part A).pdf

17933 NW Evergreen Parkway
RO.Box 1100July30,2002 S 10N Beaverton,OR 97075
Ms.JeanD.Jewell NEW CASEIdahoPublicUtilitiesCommission
472 W.Washington
Boise,Idaho 83720
Dear Ms.Jewell:2 Ñ-01~Ë
Subject:Verizon Northwest Inc./QuantumShift Communications,Inc.Interconnection
Agreement
Enclosed you will find an original plus three copies of the Verizon Interstate MFN (Most
Favored Nation)adoption letter signed by Verizon Northwest Inc.and Quantum Shift
Communications,Inc.This letter is fully executable and adopts the negotiated
comprehensive terms of the interconnection agreement between Sprint Communications
Company L.P.and Verizon California,Inc.f/k/a GTE California Incorporated in the StateofCalifornia.
If you have any questions or concerns,please contact Renee Willer at [phone].
Sinc el ,
lla T.Thoms
Vice Ëresident -Public Policy &External Affairs
ATT:ckw
Enclosures
c:Patrick J.O'Connor -Gray Cary Ware &FreidenrichMissyBlankenship-Verizon
Interconnection Services Policy and Planning
Wholesale Marketing
2107 Wilson Boulevard
Arlington,VA 22201
Phone [phone]
Fax [phone]
[e-mail]
June 24,2002
Mr.W.Scott Schaefer
Ptesident and CEO
QuantumShift Communications,Inc.
88 Rowland Way
Novato,CA 94945
Re:Requested Adoption Under the FCC Merger Conditions
Dear Mr.Schaefer:
Verizon Northwest Inc.,f/k/a GTE Northwest Incorporated ("Verizon"),a Washington
corporation with its principal place of business at 1800 41",Everett,WA 98201,has
received your letter stating that,pursuant to paragraph 32 of the BA/GTE Merger
Conditions ("Merger Conditions"),released by the FCC on June 16,2000 in CC Docket
No.98-184,QuantumShift Communications,Inc.("QuantumShift"),a California
corporation with its principal place of business at 88 Rowland Way,Novato,CA 94945,
wishes to provide services to customers in Verizon's service territory in the State of
Idaho by adopting the voluntarily negotiated terms of the Interconnection Agreement
between Sprint Communications Company L.P.("Sprint")and Verizon California Inc.,
f/k/a GTE California Incorporated ("Verizon California")that was approved by the
California Public Utilities Commission as an effective agreement in the State of
California,as such agreement exists on the date hereof after giving effect to operation of
law (the "Verizon California Terms").
I understand that QuantumShifthas a copy of the Verizon California Terms which,in any
case,are attached hereto as Appendix 1.Please note the followingwith respect to
QuantumShift'sadoption of the Verizon California Terms.
1.By QuantumShift's countersignature on this letter,QuantumShift hereby
represents and agrees to the followingthree points:
QSHIFT-ID252I32WEST 052402.DOC l
(A)QuantumShift agrees to be bound by and adopts in the service territory of
Verizon,the Verizon California Terms,as they are in effect on the date
hereof after giving effect to operation of law,and in applying the Verizon
California Terms,agrees that QuantumShift shall be substituted in place of
Sprint Communications Company L.P.and Sprint in the Verizon
California Terms wherever appropriate.
(B)Notice to QuantumShift and Verizon as may be required or permitted
under the Verizon California Terms shall be provided as follows:
To QuantumShift:
Mr.Patrick J.O'Connor
Gray Cary Ware &Freidenrich
Attention:QuantumShift Communications,Inc.
1625 Massachusetts Ave.,NW,Suite 300
Washington,DC 20036
TelephoneNumber:202/238-7722
Facsimile Number:202/238-7701
Internet Address:[e-mail]
with a copy to:
Ms.Virginia Garcia
QuantumShift Communications,Inc.
88 Rowland Way
Novato,CA 94945
TelephoneNumber:415/209-7006
Facsimile Number:415/209-2871
To Verizon:
Director-Contract Performance &Administration
Verizon Wholesale Markets
600 Hidden Ridge
HQEWMNOTICES
Irving,TX 75038
Telephone Number:972/718-5988
Facsimile Number:972/719-1519
Internet Address:[e-mail]
QSHIFT-ID252I32WEST 052402.Doc 2
with a copy to:
Vice President and Associate General CounselVerizonWholesaleMarkets
1515 North Court House Road
Suite 500
Arlington,VA 22201
Facsimile:703/351-3664
(C)QuantumShift represents and warrants that it is a certified provider oflocaltelecommunicationsserviceintheStateofIdaho,and that itsadoptionoftheVerizonCaliforniaTermswillonlycoverservicesintheserviceterritoryofVerizonintheStateofIdaho.
2.QuantumShift's adoption of the Verizon Califomia Terms shall become effectiveonJuly1,2002.Verizon shall file this adoption letter with the Idaho PublicUtilitiesCommission("Commission")promptly upon receipt of an original of thisletter,countersigned by an authorized officer of QuantumShift.The term andterminationprovisionsoftheSprint/Verizon Califomia agreement shall govemQuantumShift's adoption of the Verizon California Terms.QuantumShift'sadoptionoftheVerizonCalifomiaTermsiscurrentlyscheduledtoexpireonApril15,2004.
3.As the Verizon California Terms are being adopted by QuantumShift pursuant totheMergerConditions,Verizon does not provide the Verizon California Terms toQuantumShiftaseitheravoluntaryornegotiatedagreement.The filing andperformancebyVerizonoftheVerizonCaliforniaTermsdoesnotinanywayconstituteawaiverbyVerizonofanypositionastotheVerizonCaliforniaTermsoraportionthereof.Nor does it constitute a waiver by Verizon of any rights andremediesitmayhavetoseekreviewoftheVerizonCaliforniaTerms,or to seekreviewofanyprovisionsincludedintheseVerizonCaliforniaTermsasaresultofQuantumShift's election pursuant to the Merger Conditions.
4.For avoidance of doubt,please note that adoption of the Verizon California TermswillnotresultinreciprocalcompensationpaymentsforInternettraffic.VerizonhasalwaystakenthepositionthatreciprocalcompensationwasnotduetobepaidforInternettrafficundersection25l(b)(5)of the Act.Verizon's position thatreciprocalcompensationisnottobepaidforInternettrafficwasconfirmedbytheFCCintheOrderonRemandandReportandOrderadoptedonApril18,2001("FCC Remand Order"),which held that Internet traffic constitutes "informationaccess"outside the scope of the reciprocal compensation obligations set forth insection251(b)(5)of the Act.'Accordingly,compensation for Internet traffic -if
I Order on Remand and Report and Order,In the Matters of:Implementation of the Local CompetitionProvisionsintheTelecommunicationsActof1996andIntercarrierCompensationforISP-Bound Traffic,CC Docket No.99-68 (rel.April 27,2001)("FCC Remand Order")¶44remanded,WorldCom,Inc.v.FCC,No.01-1218 (D.C.Cir.May 3,2002).Although the D.C.Circuit remanded thd'CC Remand Order
QSHIFT-ID252132WEST 052402.DOC 3
any -is governed by the terms of the FCC Remand Order,not pursuant to
adoption of the Verizon California Terms.2 Moreover,in light of the FCC
Remand Order,even if the Verizon California Terms include provisions invoking
an intercarrier compensation mechanism for Internet traffic,any reasonable
amount of time permitted for adopting such provisions has expired under the
FCC's rules implementing section 252(i)of the Act.'In fact,the FCC Remand
Order made clear that carriers may not adopt provisions of an existing
interconnection agreement to the extent that such provisions provide
compensation for Internet Traffic.4
5.QuantumShift'sadoption of the Verizon California Terms pursuant to the Merger
Conditions is subject to all of the provisions of such Merger Conditions.Please
note that the Merger Conditions exclude the following provisions from the
interstate adoption requirements:state-specific pricing,state-specific
performance measures,provisions that incorporate a determination reached in an
arbitration conducted in the relevant state under 47 U.S.C.Section 252 and
provisions that incorporate the results of negotiations with a state commission or
telecommunications carrier outside of the negotiation procedures of 47 U.S.C.
Section 252(a)(l).Verizon,however,does not oppose QuantumShift's adoption
of the Verizon California Terms at this time,subject to the followingreservations
and exclusions:
(A)Verizon's standard pricing schedule for interconnection agreements in
Idaho (as such schedule may be amended from time to time)(attached as
Appendix 2 hereto),which includes (without limitation)rates for
reciprocal compensation,shall apply to QuantumShift's adoption of the
Verizon California Terms.QuantumShift should note that the
aforementioned pricing schedule may contain rates for certain services the
terms for which are not included in the Verizon California Terms or that
are otherwise not part of this adoption.In an effort to expedite the
adoption process,Verizon has not deleted such rates from the pricing
schedule.However,the inclusion of such rates in no way obligates
Verizon to provide the subject services and in no way waives Verizon's
rights under the Merger Conditions.
(B)QuantumShift's adoption of the Verizon California Terms shall not
obligate Verizon to provide any interconnection arrangement or unbundled
to permit the FCC to clarify its reasoning,it left the order in place as governing federal law.See
WorldCom,Inc.v.FCC,No.01-1218,slip op.at 5 (D.C.Cir.May 3,2002).
2 For your convenience,an industry letter distributed by Verizon explaining its plans to implement thECC
Remand Order can be viewed at Verizon's Customer Support Website at URhvww.verizon.com/wise
(select Verizon East Customer Support,Resources,Industry Letters,CLEC).
3 See,e.g,47 C.F.R.Section 51.809(c).These rules implementingsection 252(i)of the Act apply to
interstate adoptions under the Merger Conditions as well.See,e.g.,MergerConditiod¶32 (such adoptions
shall be made available "under the same rules that would apply to a request under 47 U.S.C.Section
252(i)").
4 FCC Remand Order¶82.
QSHIFT-ID252I32WEST 052402.DOC 4
network element unless it is feasible to provide given the technical,
network and Operations Support Systems attributes and limitations in,and
is consistent with the laws and regulatory requirements of the State of
Idaho and with applicable collective bargaining agreements.
(C)Nothing herein shall be construed as or is intended to be a concession or
admission by Verizon that any provision in the Verizon California Terms
complies with the rights and duties imposed by the Act,the decisions of
the FCC and the Commissions,the decisions of the courts,or other law,
and Verizon expressly reserves its full right to assert and pursue claims
arising from or relatedto the Verizon California Terms.
(D)Terms,conditions and prices contained in tariffs cited in the Verizon
California Terms shall not be considered negotiated and are excluded from
QuantumShift'sadoption.
(E)QuantumShift'sadoption does not include any terms that were arbitrated
in the Verizon California Terms.'
6.Verizon reserves the right to deny QuantumShift'sadoption and/or application of
the Verizon California Terms,in whole or in part,at any time:
(A)when the costs of providing the Verizon California Terms to
QuantumShiftare greater than the costs of providing them to Sprint;
(B)if the provision of the Verizon California Terms to QuantumShift is not
technicallyfeasible;
(C)if Verizon otherwise is not obligated to permit such adoption and/or
application under the Merger Conditions or under applicable law.
7.Should QuantumShift attempt to apply the Verizon California Terms in a manner
that conflicts with paragraphs 3-6 above,Verizon reserves its rights to seek
appropriate legal and/or equitable relief.
In the event that a voluntary or involuntarypetition has been or is in the future filed
against QuantumShift under bankruptcy or insolvency laws,or any law relating to the
relief of debtors,readjustment of indebtedness,debtor reorganization or composition or
extension of debt (any such proceeding,an "InsolvencyProceeding"),then:(i)all rights
of Verizon under such laws,including,without limitation,all rights of Verizon under 11
U.S.C.§366,shall be preserved,and QuantumShift'sadoption of the Verizon California
Terms shall in no way impair such rights of Verizon;and (ii)all rights of QuantumShift
resulting from QuantumShin'sadoption of the Verizon California Terms shall be subject
to and modified by any Stipulations and Orders entered in the InsolvencyProceeding,
*Please contact Verizon at your earliest convenience to amenpuantumShift's adoption regarding any
arbitrated terms.
QSHIFT-ID252I32WEST 052402.DOC 5
including,without lirnitation,any Stipulation or Order providing adequate assurance ofpaymenttoVerizonpursuantto11U.S.C.§366.
Please arrange for a duly authorized representative of QuantumShiftto sign this letter in
the space provided below and return it to the undersigned.
Sincerely,
VERIZON NORTHWESTINC.
Je .asoner
Vice Presi ent -Interconnection Services Policy &Planning
Reviewed and countersignedas to points A,B,and C of paragraph 1:
QUANTUMSHIFTCOMMUNICATIONS,INC.
Attachment
c:Sherri D.Sebring -Verizon (w/out attachments)
QSHIFT-ID252132WEST 052402 6
APPENDIX1
251/252AGREEMENT
between
VERIZON CALIFORNIA,INC.FlKIA GTE CALIFORNIAINCORPORATED
AND
SPRINTCOMMUNICATIONSCOMPANYL.P.
FOR THE STATE OF CALIFORNIA
251/252 FINAL AGREEMENT
TABLE OF CONTENTS
ARTICLE l SERVlCES AND FACILITIES.................................1
1.Definitions.......................................1
2.Sentice and Facility Arrangements..............---....................1
3.Operations and Administrative Matters....................................4
4.Financial Matters........,..............................8
5.Term and Termination....................................14
ARTICLE ll GENERAL PROVISIONS ......................................16
1.Regulatory/Legal Matters..................................16
2_Liability Matters.......................................17
3.Dispute Resolution.......................................24
4.Confidential Information...................................25
5.Miscellaneous....................................27
SIGNATURE PAGE ...................................33
APPENDIX A TO ARTICLES I &II GLOSSARY .................................34
INTERCONNECTION ATTACHMENT .................................46
1.General......................................46
2 Service Arrangements Provided Under this Attachment......................................46
3.Operations Matters.....................................50
4.Technical/Regulatory Requirements and Restrictions...............................54
5.Financial Matters...................................55
APPENDIX A TO THE INTERCONNECTION ATTACHMENT RATES AND CHARGES FORTRANSPORTANDTERMINATIONOFTRAFFIC...............................61
APPENDIX B TO THE INTERCONNECTION ATTACHMENT RATES AND CHARGES FORINTERIMNUMBERPORTABILITYUSINGRCF...............................62
August 21,200 Letter agreement ...................................64
RESALE ATTACHMENT .......................................66
1.General...............................,....66
2.Sentices....................................66
3.Operations and Administrative Matters................................68
4.Billing...................
..................72
APPENDIX A TO THE RESALE ATTACHMENT SERVlCES AVAILABLE FOR RESALE ..........74
UNBUNDLED NETWORK ELEMENTS (UNEs)ATTACHMENT .....................................75
1.General....................
...................75
2.Description of Individual UNE Offerings...................................75
3.Combinations.........................................83
251/252 FINAL AGREEMENT
4.Operations Matters....----.........................84
5.Financial Matters.........-------...
....................90
6.Intellectual Property Matters...................
...................91
7.Line Splitting .....................
....................91APPENDIXATOTHEUNBUNDLEDNETWORKELEMENTSATTACHMENTPRICESFORUNBUNDLEDNETWORKELEMENTS........................................93APPENDIXA-1 TO THE UNBUNDLED NETWORK ELEMENTS ATTACHMENT PRICES FORUNBUNDLEDNETWORKELEMENTS(NON-RECURRlNG CHARGES).................................102APPENDIXBTOTHEUNBUNDLEDNETWORKELEMENTSATTACHMENTCOMPENSATIONFOREXCHANGEOFTRAFFICUSINGUNBUNDLEDELEMENTS......................................109APPENDIXCTOTHEUNBUNDLEDNETWORKELEMENTSATTACHMENTLINESHARING
.....114
COLLOCATION ATTACHMENT....................
...................125
251/252 FINAL AGREEMENT 3
251/252 AGREEMENT
This 251/252 Agreement (the "Agreement")is effective upon the date of e×ecution by both Partiesascontainedonthesignaturepagebelow("Effective Date").The Agreement is by and betweenVerizonCalifornia,Inc.f/kla GTE California Incorporated,with its address for purposes of thisAgreementat600HiddenRidgeDrive,Irving,Texas 75038 ("VERIZON")and SPRINTCommunicationsCompanyL.P.,in its capacity as a certified provider of local telecommunicationservices("SPRINT"),with its address for this Agreement at 8140 Ward Parkway,Kansas City,Missouri 64114 (VERIZON and SPRINT being referred to collectively as the "Parties"andindividuallyasa"Party").This Agreement covers services in the State of Californiaonly (the"State").
RECITALS
WHEREAS,Section 251 of the Telecommunications Act of 1996 (the "Act")imposes specificobligationsuponVERIZONtonegotiateingoodfaithinaccordancewithSection252oftheAct,an agreement embodying the terms and conditions of the provision of certain telecommunicationsservicesandfacilitiestoSPRINTandothertermsandconditionsthatarelegitimatelyrelatedto,and constituting a part of,said arrangements;and
WHEREAS,pursuant to Section 252(a)of the Act,SPRINT issued a written request to VERIZONtoenterintosaidnegotiations;and
WHEREAS,the Parties completed good faith negotiations that led to the services and facilitiesarrangements,including all legitimately related terms and conditions,described herein.
WHEREAS,the Parties substantially completed negotiation of this Agreement prior to June 30,2000.
NOW,THEREFORE,in consideration of the mutual provisions contained herein and other goodandvaluableconsideration,the receipt and sufficiency of which are hereby acknowledged,andwithoutwaivinganyreservationofrightssetforthherein,VERIZON and SPRINT herebycovenantandagreeasfollows.
251/252 FINAL AGREEMENT
ARTICLE I
SERVICES AND FACILITIES
1.Definitions.
Except as otheBNÍSe specified herein,the definitions set forth in the Glossary that is attachedheretoasAppendixAtoArticlesIand11shallapplytothisAgreement.Additional definitions thatarespecifictothematterscoveredinaparticularprovisionmayappearinthatprovision.To theextentthattheremaybeanyconflictbetweenadefinitionsetforthonAppendixAandanydefinitioninaspecificprovision,the definition set forth in the specific provision shall control withrespecttothatprovisionandtheArticleorAttachmentinwhichsuchprovisionshallbeincluded.
2.Service and Facility Arrangements.
2.1 Standard Alternatives.
VERIZON shall provide to SPRINT the sentices and/or facilities below pursuant to thedesignatedserliceattachment(check all that apply):
X_Interconnection AttachmentX_Resale AttachmentXUNEAttachmentX__Collocation Attachment
This Agreement consists of the designated services and/or facilities Attachment(s),andwithrespecttoeachsuchAttachment,all terms and conditions set forth in Articles I and\L The terms and conditions in a given Attachment together with all such Article I and lltermsandconditionsareintegrallyandlegitimatelyrelated,and shall govern theprovisionofthedesignatedsenticesand/or facilities by VERIZON to SPRINT.
2.2 Poles,Ducts,Conduits and Rights-of-Way.
To the extent required by the Act,the FCC,or the Commission,VERIZON and SPRINTshalleachaffordtotheotheraccesstothepoles,ducts,conduits and ROWs it owns orcontrolsonterms,conditions and prices comparable to those offered to any other entitypursuanttoeachParty's tariffs and/or agreements.Accordingly,if VERIZON andSPRINTdesireaccesstotheotherParty's poles,ducts,or ROWs,VERIZON andSPRINTshalladheretothetermsandconditionsoftheotherParty's applicable tariffsand/or execute separate agreements.SPRINT agrees that pole attachment and conduitoccupancyagreementsmustbeexecutedseparatelybeforeitmakesanyattachmentstoVERIZONfacilitiesorusesVERIZON's conduit.Should SPRINT attempt to make anysuchattachmentstoVERIZON's facilities or to use VERIZON's conduit without firstenteringintosuchseparateagreements,as applicable,then such actions shall constituteabreachofthisagreement.
2.3 Directory Listings and Directory Distribution.
2.3.1 Separate Agreement.Except as set forth below,SPRINT will be required tonegotiateaseparateagreementfordirectorylistingsanddirectorydistribution,with VERIZON's directory publication company.
2.3.2 Supply of Listing Information.SPRINT agrees to supply VERIZON on a regularlyscheduledbasis,at no charge,and in a mutually agreed upon format (e.g.ordering and billing forum developed),all listing information for SPRINT'ssubscriberswhowishtobelistedinanyVERIZONpublisheddirectoryfor the
251/252 FINAL AGREEMENT 1
relevant operating area.Listing information will consist of names,addresses(including city,state and zip code)and telephone numbers.Nothing in thisAgreementshallrequireVERIZONtopublishadirectorywhereitwouldnotothenNÍSedoso.Listing inclusion in a given directory will be in accordance withVERIZON's solely determined directory configuration,scope,and schedules,andlistingswillbetreatedinthesamemannerasVERIZON's listings.
2.3.3 Distribution.Upon directonÿ publication,VERIZON will arrange for the initial andsecondarydistributionofthedirectorytoSPRINTCustomersinthedirectorycoverageareaatnocharge.SPRINT will supply VERIZON in a timely mannerwithallrequiredCustomermailinginformationincludingnon-listed and non-published Customer mailing information,to enable VERIZON to perform itsdistributionresponsibilities.
2.4 Directory Assistance (DA)Listing Information.
2.4.1 Definition.DA listing information includes the listed names,addresses andtelephonenumbersofVERIZONandauthorizedLECCustomers,except asotherwiseprovidedherein.DA listing information provided shall indicate whethertheCustomerisaresidenceorbusinessCustomer.Excluded are listings forrestrictedLEClinesandnon-published listings.VERIZON DA listing informationincludes800/888 listings,non-listed numbers and foreign listings within theVERIZONfranchise.
2.4.2 Availability.VERIZON will make available to SPRINT,at SPRINT's request,VERIZON end-user and authorized LEC DA listing information stored inVERIZON's DA database for the purposes of SPRINT providing DA service to itsCustomers.VERIZON shall provide to SPRINT,at SPRINT's request,DA listinginformationwithinsixty(60)Business Days after an order is received for aspecificstate.The DA listing information will be provided in VERIZON format viamagnetictapeorNationalDataMover(NDM)as specified by SPRINT.UpdatestotheDAlistinginformationshallbeprovidedonadailybasisthroughthesamemeansusedtotransmittheinitialload.SPRINT agrees to pay VERIZON'sstandardchargesfortheinitialloadanddailyupdatesofVERIZON's DA listinginformation,which will be provided upon request.The Parties will work together
to identify and develop procedures for database error corrections.
2.4.3 Confidential Information.Such listings shall be confidential information pursuant
to Article ll,Section 4 and SPRINT will use the listings only for its DA services to
its Customers.SPRINT is not authorized to release VERIZON's DA listinginformationtoanythirdpartyortoprovideDAtoanyotherpartyusingVERIZONDAlistinginformation,including SPRINT's Affiliates,subsidiaries or paitners,except with the express written permission of VERIZON.In those instanceswhereSPRINT's affiliates,subsidiaries or partners also desire to use VERIZON'sDAlistinginformation,each affiliate,subsidiary or partner must negotiate aseparatecontractwithVERIZONtoobtainthelistings.If SPRINT uses a third-party DA service for its Customers,SPRINT will ensure that such third partylikewisetreatsthelistingsasconfidentialinformationpursuanttoArticleII,Section 4,and uses them only for SPRINT end-user DA.VERIZON will includeSPRINT's DA listing information in VERIZON's DA data base which may bereleasedtothirdpartieswhichrequestVERIZON's DA listing information,unless
.SPRINT provides VERIZON written notice within sixty (60)Business Days after
the effective date of this Agreement that its DA listing information is restricted
and should not be released to third parties.In the event that SPRINT does
properly notify VERIZON that its DA listing information is restricted,VERIZON
will so advise third parties requesting such information.
251/252 FINAL AGREEMENT 2
2.5 Dialing Format Changes.
VERIZON will provide notification to SPRINT of changes to local dialing format (i.e.7-10digit,by end office)consistent with FCC or Commission requirements on suchnotification.
2.6 E911/911.
Except as provided herein,SPRINT will be required to negotiate a separate agreement ororderseparatelypursuanttoapplicableVERIZONTariffs.
2.7 Network Element Bona Fide Request (BFR).
Each Party shall promptly consider and analyze access to a new unbundled NetworkElementwiththesubmissionofaNetworkElementBonaFideRequesthereunder.TheNetworkElementBonaFideRequestprocesssetforthhereindoesnotapplytothoseservicesrequestedpursuanttoReport&Order and Notice of Proposed Rulemaking 91-141 (rel.Oct.19,1992)¶259 and n.603 or subsequent orders.
2.7.1 A Network Element Bona Fide Request shall be submitted in writing and shallincludeatechnicaldescriptionofeachrequestedNetworkElement.
2.7.2 The requesting Party may cancel a Network Element Bona Fide Request at anytime,but shall pay the other Party's reasonable and demonstrable costs ofprocessingand/or implementing the Network Element Bona Fide Request up tothedateofcancellation.
2.7.3 Within ten (10)business days of its receipt,the receiving Party shallacknowledgereceiptoftheNetworkElementBonaFideRequest.
2.7.4 Except under extraordinary circumstances,within thirty (30)days of its receipt ofaNetworkElementBonaFideRequest,the receiving Party shall provide to therequestingPartyapreliminaryanalysisofsuchNetworkElementBonaFideRequest.The preliminary analysis shall confirm that the receiving Party will offeraccesstotheNetworkElementorwillprovideadetailedexplanationthataccesstotheNetworkElementisnottechnicallyfeasibleand/or that the request doesnotqualifyasaNetworkElementthatisrequiredtobeprovidedundertheAct.
2.7.5 If the receiving Party determines that the Network Element Bona Fide Request istechnicallyfeasibleandotherwisequalifiesundertheAct,it shall promptlyproceedwithdevelopingtheNetworkElementBonaFideRequestuponreceiptofwrittenauthorizationfromtherequestingParty.When it receives suchauthorization,the receiving Party shall promptly develop the requested services,determine their availability,calculate the applicable prices and establishinstallationintervals.
2.7.6 Unless the Parties otherwise agree,the Network Element Requested must bepricedinaccordancewithSection252(d)(1)of the Act.
2.7.7 As soon as feasible,but not more than ninety (90)days after its receipt ofauthorizationtoproceedwithdevelopingtheNetworkElementBonaFideRequest,the receiving Party shall provide to the requesting Party a NetworkElementBonaFideRequestquotewhichwillinclude,at a minimum,adescriptionofeachNetworkElement,the availability,the applicable rates and theinstallationintervals.
251/252 FINAL AGREEMENT 3
2.7.8 Within thirty (30)days of its receipt of the Network Element Bona Fide Request.quote,the requesting Party must either confirm its order for the Network ElementBonaFideRequestpursuanttotheNetworkElementBonaFideRequestquoteorseekarbitrationbytheCommissionpursuanttoSection252oftheAct.
2.7.9 If a Party to a Network Element Bona Fide Request believes that the other Partyisnotrequesting,negotiating or processing the Network Element Bona FideRequestingoodfaith,or disputes a determination,or price or cost quote,or isfailingtoactinaccordancewithSection251oftheAct,such Party may seekmediationorarbitrationbytheCommissionpursuanttoSection252oftheAct.
3.Operations and Administrative Matters.
3.1 CLEC Profile.
Before orders can be taken,SPRINT must complete and return the CLEC Profile,and ifrequired,pay an advance deposit.SPRINT will provide VERIZON with its OperatingCompanyNumber(OCN),Company Code (CC),and Customer Carrier NameAbbreviation(CCNA)as described in the GTE Guide located on GTE's WlSE website atURL:http://www.gte.com/wise.SPRINT hereby represents and warrants to VERIZONthatitisacertifiedprovideroftelecommunicationsserviceorshallobtainthatcertificationpriortoplacinganyordersunderthisAgreement.SPRINT will document its Cedificate ofOperatingAuthorityontheCLECProfileandagreestoupdatethisCLECProfileasrequiredtoreflectitscurrentcertification.
3.2 GTE Guide.
The GTE Guide is an Internet web site that contains VERIZON's operating practices andprocedures;general information for pre-ordering,ordering,provisioning,repair and billingforresoldservicesandunbundlednetworkelements;and guidelines for obtaininginterconnectionwithVERIZON's switched network.The Guide is intended to providegeneralguidelinesandoperationalandadministrativeassistancetoCLECsseekingtoorderservicesandfacilitiespursuanttothisAgreement.VERIZON agrees that,asdefinedbytheCaliforniaOSSChangeControlProcess(as reflected in Decision Number99-11-026),such changes will be made in accordance with the California OSS ChangeControlProcess.Such guidelines and operating practices and procedures must beflexibletoaccommodatechangesinthedynamictelecommunicationsindustry,changestopromoteincreasedeffectivenessandefficiency,etc.Therefore,VERIZON reservestheright,upon prior advanced notice to SPRINT,to make changes to the Guide.InreservingitsrighttomakechangestotheGuide,it is not VERIZON's intention todiscriminateagainstSPRINT's rights under this Agreement.If,in SPRINT's opinion,aparticularchangetotheGuidemateriallyandadverselydiscriminatesagainstSPRINT'sexistingrightsunderthisAgreement,SPRINT may so notify VERIZON.If the PartiescannotresolveSPRINT's concerns within a reasonable amount of time,SPRINT mayinvoketheDisputeResolutionprovisionsinArticlell,Section 3 to resolve the matter.
3.3 Contact Exchange.
The Parties agree to exchange and to update contact and referral numbers for orderinquinj,trouble reporting,billing inquiries,and information required to comply with lawenforcementandothersecurityagenciesofthegovernment.
3.4 Capacity Planning and Forecasting.
Within thirty (30)calendar days from the Effective Date,the Parties agree to have met
251/252 FINALAGREEMENT 4
and developed jomt planning and forecasting responsibilities which are applicable to theserviceandfacilitiesAttachmentsdescribedaboveinSection2.Should SPRINT notperformitsobligationsasspecifiedbythisSection3.4,VERIZON may increase itsprovisioningintervalsbyasmuchas50%until such time as SPRINT performs theobligationsspecifiedinthisSection3.4.However,nothing contained in this Section 3.4relievesSPRINTofitsobligationstoprovideVERIZONperiodicforecasts.Suchresponsibilitiesshallinclude,but are not limited to the following:
3.4.1 The Parties will establish periodic reviews of network and technology plans andwillnotifyoneanothernolaterthansix(6)months in advance of changes thatwouldimpacteitherParty's provision of services.
3.4.2 SPRINT will furnish to VERIZON information that provides for state-wide annualforecastsoforderactivity,in-service quantity forecasts,and facility/demandforecasts.
3.4.3 If this Agreement includes an Interconnection Attachment,the Parties willdevelopjointforecastingresponsibilitiesfortrafficutilizationovertrunkgroupsandyearlyforecastedtrunkquantitiesassetforthinthatAttachment.
3.4.4 SPRINT shall notify VERIZON promptly of changes greater than thirty percent(30%)to current forecasts (increase or decrease)that generate a shift in thedemandcurveforthefollowingforecastingperiod.
The Parties'compliance with the requirements of this provision shall not constitute awaiverofanyrightsorobligationeitherPartymayhaveunderApplicableLawrelative totheofferingandprovisioningofservicesandfacilities.
3.5 Electronic Interfaces.
The Parties shall work cooperatively in the implementation of electronic gateway accesstoVERIZONOperationalSuppodSystems(OSS)functions in the long-term inaccordancewithestablishedindustrystandards.SPRINT should refer to the GTE GuideforthecurrentOSScapabilities.
3.5.1 The Parties agree that the Joint Settlement Agreement ("JSA")entered intobetweentheParties,and as reflected in California Public Utilities CommissionDecisionNumber99-11-026,shall govern any change management principlesapplicabletochangesintheOSSsincludedinDecisionNumber99-11-026.
3.5.2 All costs and expenses for any new or modified electronic interfaces exclusivelytomeetSPRINTrequirementsthatVERIZONdeterminesaredifferentfromwhatisCurrentlyAvailablewillbepaidbySPRINT,if VERIZON agrees to providesuchnewormodifiedinterfaces.
3.5.3 SPRINT shall be responsible for modifying and connecting any of its pre-orderingandorderingsystemswithVERIZONprovidedintedacesasdescribedintheGTEGuide.
3.6 OSS Performance Measures.
3.6.1 General.As provided for in California Decision Number 99-08-020,the PartieswillprovidealevelofservicetoeachotherwithrespecttoservicesandfacilitiesunderthisAgreementincompliancewiththenon-discrimination requirements oftheAct.Performance measures detail the areas of performance to be tracked,
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reported and audited to evaluate quality of service.The performance measuresandrelateddatawillbepostedmonthlyonGTE's WISE website at URL:http://www.gte.com/wise.
3.6.2 Changes.Performance measures to measure quality of service are subject tocontinuedevolutionasdrivenbytheindustryandstatecommissions.To theextentchangestoperformancemeasuresadoptedinDecisionNumber99-08-020 are adopted by the California Public Utilities Commission,new or modifiedperformancemeasuresshallbemadeavailabletoSPRINTandshallautomaticallymodifyand/or replace the existing performance measuresVERIZONcurrentlymakesavailabletoallCLECs.To the extent that theCaliforniaPublicUtilitiesCommissionaddressestheissueofincorporatingperformancemeasures,standards,incentives,and related issues intointerconnectionagreementsinitsRulemaking97-10-016/Investigation 97-10-017,the Parties agree to abide by and implement the Commissions decision.
3.6.3 Description.VERIZON's performance measures are made available on anationwidebasistoallqualifyingCLECs.Such performance measures provideforstandardstomeasurethequalityofservicesandfacilitiesofferedbyVERIZONwithinthefollowingmajorcategories,which are described below forpurposesofinformationinthemannersetforthinDecisionNumber99-08-020:
3.6.3.1 Pre-ordering.Pre-ordering activities relate to the exchange ofinformationbetweenVERIZONandSPRINTregardingcurrent orproposedCustomerproductsandservices,or any other informationrequiredtoinitiateorderingofsentice.Pre-ordering encompasses thecriticalinformationneededtosubmitaprovisioningorderfromSPRINT
to VERIZON.The pre-order measurement reports the timeliness withwhichpre-order inquiries are returned to SPRINT by VERIZON.Pre-ordering query types include:Address Verification/Dispatch required;Request for Telephone Number;Request for Customer Service Record;Service Availability;Semice Appointment Scheduling (due Date);Rejected/Failed Inquires;and Facility Availability.
3.6.3.2 Ordering.Ordering activities include the exchange of informationbetweenVERIZONandSPRINTregardingrequestsforservice.Orderingincludes:(1)the submittal of the service request from SPRINT,(2)rejection of any service request with errors and (3)confirmation that avalidsenticerequesthasbeenreceivedandaduedatefortherequestassigned.Ordering performance measurements report on the timelinesswithwhichthesevariousactivitiesarecompletedbyVERIZON.AlsocapturedwithinthiscategoryisreportingonthenumberofSPRINTservicerequeststhatautomaticallygenerateasenticeorderinVERIZON's sentice order creation system.
3.6.3.3 Provisioning.Provisioning is the set of activities required to install,change or disconnect a Customer's service.It includes the functions toestablishorconditionphysicalfacilitiesaswellasthecompletionofanyrequiredsoftwaretranslationstodefinethefeaturefunctionalityoftheservice.Provisioning also involves communication between SPRINT
and VERIZON on the status of a service order,including any delay inmeetingthecommitmentdateandthetimeatwhichactualcompletion ofserviceinstallationhasoccurred.Measurements in this categoryevaluatethequalityofserviceinstallations,the efficiency of theinstallationprocessandthetimelinessofnotificationstoSPRINT thatinstallationiscompletedorhasbeendelayed.
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3.6.3.4 Monitenance.Maintenance involves the repair and restoration ofCustomerservice.Maintenance functions include the exchange ofinformationbetweenVERIZONandSPRINTrelatedtoservicerepairrequests,the processing of trouble ticket requests by VERIZON,actualservicerestorationandtrackingofmaintenancehistory.MaintenancemeasurestrackthetimelinesswithwhichtroublerequestsarehandledbyVERIZONandtheeffectivenessandqualityoftheservicerestorationprocess.
3.6.3.5 Network Performance.Network performance involves the level at whichVERIZONprovidessemicesandfacilitatescallprocessingwithinitsnetwork.VERIZON also has the responsibility to complete networkupgradesefficiently.If network outages do occur,VERIZON needs toprovidenotificationsoappropriatenetworkmanagementandCustomernotificationcanoccurbySPRINT.Network performance is evaluated onthequalityofinterconnection,the timeliness of notification of networkoutagesandthetimelinessofnetworkupgrades(code openings)VERIZON completes on behalf of SPRINT.
3.6.3.6 Billing.Billing involves the exchange of information necessary forSPRINTtobillitsCustomers,to process the end-user's claims andadjustments,to verify VERIZON's bill for semices provided to SPRINTandtoallowSPRINTtobillforaccess.Billing measures have beendesignedtogaugethequality,timeliness and overall effectiveness ofVERIZONbillingprocessesassociatedwithSPRINTCustomers.
3.6.3.7 Collocation.VERIZON is required to provide to CLECs available space
as required by law to allow the installation of CLEC equipment.
Performance measures in this category assess the timeliness with whichVERIZONhandlesSPRINT's request for collocation as well as how
timely the collocation arrangement is provided.
3.6.3.8 Database updates.Database updates for directory assistancellistings
and E911 include the processes by which these systems are updated
with Customer information which has changed due to the seNice
provisioning activity.Measurements in this categony are designed toevaluatethetimelinessandaccuracywithwhichchangestoCustomer
information,as submitted to these databases,are completed byVERIZON.
3.6.3.9 Interfaces.VERIZON provides SPRINT with choices for access to OSSpre-ordering,ordering,maintenance and repair systems.Availability of
the interfaces is fundamental to SPRINT being able to effectively do
business with VERIZON.Additionally,in many instances,SPRINTpersonnelmustworkwiththesenticepersonnelofVERIZON.
Measurements in this category assess the availability to SPRINT of
systems and personnel at VERIZON work centers.
3.7 Law Enforcement Interface.
Except to the extent not available in connection with VERIZON's operation of its own
business,VERIZON shall provide seven day a week/twenty-four hour a day assistance to
law enforcement agencies for installation and information retrieval pertaining to traps,
traces,court orders and subpoenas.VERIZON reserves the right to charge for thisservice.SPRINT reserves the right to challenge VERIZON's assessment of suchchargesforthisservice.
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3.8 Customer Contacts.
Except as otherwise provided in this Agrecment or as agreed to in a separate notificationsignedbySPRINT,SPRINT shall provids the exclusive interface with SPRINT'scustomersinconnectionwiththemarketingorofferingofSPRINTservices.Except asotherwiseprovidedinthisAgreement,in thosc instances in which VERIZON personnel
are required pursuant to this Agreernent to (1)interface on behalf of SPRINT directly withSPRINT's current customers,or (2)interface directly with "pending"SPRINT customersforthepurposeofeffectuatingaSPRINTorderforchangeofservice,such personnel
shall not identify themselves as representing VERIZON.For purposes of this section,a"pending"SPRINT customer means any VERIZON customer for whom SPRINT hassubmittedavalidchangeinserviceorder,but for whom the change in service has yet to
be completed.In both such instances,all forms,business cards or other businessmaterialsfurnishedbyVERIZONtoSPRINT's current or pending customers shall begenericinnature.In no event shall VERIZON personnel acting on behalf of SPRINTpursuanttothisAgreementprovideinformationtoSPRINTcustomersaboutVERIZONproductsorservicesunlessotherwiseauthorizedbySPRINT.
Nothing in this Section 3.8 shall preclude VERIZON from contacting SPRINT's current orpendingcustomersinthenormalcourseofVERIZON's marketing and sales activities,provided,however,that those VERIZON wholesale market personnel responsible forprocessingrequestsforcustomerservicerecords,change in service orders,or otherrequestsbySPRINTshallnotshareanyCPNIwithVERIZON's retail sales andmarketingpersonnelinviolationofthelawor,to the extent required under applicable law,without SPRINT's consent.
4.Financial Matters.
4.1 Rates.
4.1.1 Rate Lists.Except as othenNiSe provided herein,the rate and charge list for agivenfacilityorserviceorderedhereundershallbesetforthasanAppendixto
the facility or service Attachment.
4.1.2 General Terms and Conditions Affecting Rates.Certain rates and chargesspecifiedinthisAgreementweretakenfromthepreviouslyarbitrated
Interconnection,Resale and Unbundling Agreement between GTE and AT&T
Communications of California,Inc.(Arbitrated Agreement),which was approved
by the Commission's Order dated January 13,1997 (Arbitration Order)in Docket
No.D.97-01-022.These certain rates and charges were irnposed by the
Commission on GTE as part of the Arbitrated Agreement (Arbitrated Rates)and
are indicated as Arbitrated Rates ("AT&T")on the appropriate services appendixnexttotheGTEratesandcharges("GTE Rates").
The Parties each agree and acknowledge that they have mutually agreed toincorporateArbitratedRatesintothisAgreementbecausetheCommissionhas
already issued its decision approving the Arbitrated Rates in the Arbitration
Order,and SPRINT has represented that it would request the same rates and
charges in an arbitration before the Commission.Therefore,for the purposes of
compromise and administrative ease,and in order to temporarily resolve issues
regarding rates and charges without recourse to formal and expensive arbitration
pursuant to Section 252 of the Act,VERIZON agrees to offer to SPRINT the
Arbitrated Rates in this Agreement on an interim basis,subject to the following
express agreements,conditions,limitations and reservation of rights.
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4.1.2.1 by agreeing to incorporate the Arbitrated Rates into this Agreement,VERIZON offers the Arbitrated Rates I ciein solely for the reašonsspecifiedabove.VERIZON does not waive,and-hereby expresslyresemes,its rights to assert or continue to assert that:(a)certain of theArbitratedRatesareunlawful,illegal and improper,including,withoutlimitation,the positions stated in any pending or future VERIZON courtchallengeregardingcertainoftheArbitratedRates;(b)the ArbitratedRatesdonotaffordVERIZONth6opportunitytorecoveritsactualcosts,as mandated by the Act and applicable law;(c)the Arbitrated RatesshouldnothavebecomeeffectiveuntilsuchtimeastheCommission hasestablishedanexplicit,specific,predictable,sufficient and competitivelyneutraluniversalservicemechanismthatprovidesVERIZONtheopportunitytorecoveritsactualcosts;and (d)certain provisions of theFCC's First,Second,Third and Fourth Report and Order in FCC DocketNo.96-98 and other FCC orders or rules (collectively,the "FCC Orders')are unlawful,illegal and improper.VERIZON further expressly resentesitspast,present and future rights to challenge and seek review of anyandallArbitratedRatesoranypermanentratesorchargesestablishedinanygenericrateproceedingoranyotherproceeding,in any court orcommissionofcompetentjurisdictionorotheravailableforum.
4.1.2.2 VERIZON and SPRINT agree that if the Arbitrated Rates are adjusted orotherwisemodified,in whole or in part,by the Commission in any genericrateproceedingoranyotherrateproceeding(including any proceedingdesignedtoimplementdeaveragedrates),then the Arbitrated RatesincorporatedintothisAgreementshallbedeemedtohavebeenautomaticallyamended,and such amendment shall be effective upon thedateoftheapplicableOrder(the "Rate Modifying Order"),unless theRateModifyingOrderestablishesadifferenteffectivedate.Suchadjustedormodifiedratesandchargeswillbeappliedprospectivelypendingtheissuanceofafinal,binding and non-appealable order in thesubjectproceeding.At such time as an applicable Order becomes final,binding and non-appealable,the adjusted or modified rates and chargesestablishedthereinshallbeappliedretroactivelytotheeffectivedateoftheRateModifyingOrder,unless the applicable Order expresslyspecifiesotherwise.The Parties will true-up any resulting over or underbilling.Such true-up payments,if any,shall also include interestcomputedattheprimerateoftheBankofAmerica,NA in effect at thedateofsaidfinal,binding and non-appealable Order.Any underpaymentshallbepaid,and any overpayment shall be refunded,within forty-five(45)Business Days after the date on which such Order becomes final,binding and non-appealable.The Parties agree that the retroactive true-up provisions of this Section 4.1.2.2 shall survive the termination orexpirationofthisAgreementonlytotheextenttheRateModifyingOrderissuesorbecomeseffectiveduringthetermofthisAgreement.SPRINTacknowledgesthatVERIZONmayseektoenforcetheprovisionsinthisSection4.1.2.2 before a commission or court of competent jurisdiction.
4.1.2.3 VERIZON and SPRINT further agree that the Arbitrated Rates and anysubsequentadjustedormodifiedratesorchargesarefurthersubjecttochangeand/or modification resulting from future orders or decisions ofanycommission,court or other governmental authority having competentjurisdictionthataddressthefollowing:(1)VERIZON's unrecovered costs(e.g.,actual costs,contribution,undepreciated reserve deficiency,orsimilarunrecoveredVERIZONcosts(including VERIZON's interimuniversalservicesupportcharge));(2)the establishment of a
251/252 FINALAGREEMENT 9
competitively neutral universal service system;(3)any and all actionsseekingtoinvalidate,stay,vacate or otherwise modify any FCC Order ineffectasoftheEffectiveDate,or during the term,of this AgreementwhichimpacttheArbitratedRatesoranysubsequentadjustedormodifiedratesorcharges(or the methodology from which they werederived),including,without limitation,the current appeal of the FCCpricingrulespendingbeforetheEighthCircuitCourtofAppeals(SeeDocketNo.96-321)and any appeal of the FCC's new UNE rules;or (4)any other relevant appeal or litigation.The Parties agree that if theArbitratedRatesoranysubsequentadjustedormodifiedratesorchargesaredeemedtobeunlawfulorotherwisemodifiedpursuant tosuchanorderordecision,or are othenuise stayed,enjoined or impacted,or the methodology from which they were derived is held to be unlawfulorotherwiseinvalid,in whole or in part,by such an order or decision,then this Agreement shall be deerned to have been automaticallyamended,by modification of rates or charges,or,as appropriate,by thesubstitutionoftheVERIZONRatesforsuchratesandcharges,and suchamendmentsshallbeeffectiveuponthedateoftheapplicableOrder.Such modified or substituted rates and charges will be appliedprospectivelypendingtheissuanceofafinal,binding and non-appealable Order in the subject proceeding.At such time as theapplicableOrderbecomesfinal,binding and non-appealable,themodifiedorsubstitutedratesandchargesestablishedthereinshall beappliedretroactivelytotheEffectiveDateofthisAgreement.The Partieswilltrue-up any resulting over or under billing.Such true-up payments,ifany,shall also include interest computed at the prime rate of the Bank ofAmerica,NA in effect at the date of said final,binding and non-appealable Order.Any underpayment shall be paid,and anyoverpaymentshallberefundedwithinforty-five (45)Business Days afterthedateonwhichsuchOrderbecomesfinal,binding and non-appealable.The Parties agree that the retroactive true-up provisions ofthisSection4.1.2.3 shall suntive the termination or expiration of thisAgreementonlytotheextenttheapplicableOrderissuesorbecomeseffectiveduringthetermofthisAgreement.SPRINT acknowledges thatVERIZONmayseektoenforcetheprovisionsinthisSection4.1.2.3beforeacommissionorcourtofcompetentjurisdiction.
4.1.3 TBD Prices.Numerous provisions in this Agreement refer to pricing principles.If
a provision references prices and there are no corresponding prices,such priceshallbeconsidered"To Be Determined"(TBD).With respect to all TBD prices,prior to SPRINT ordering any such TBD item,the Parties shall meet and confertoestablishaprice.If the Parties are unable to reach agreement on a price forsuchitem,a price shall be set for such item that is equal to the price for thenearestanalogousitemforwhichapricehasbeenestablished(for example,ifthereisnotanestablishedpriceforaNon-Recurring Charge (NRC)for a specificUNE,the Parties would use the NRC for the most analogous sentice for whichthereisanestablishedprice.
4.2 Cost Recovenf.
VERIZON and SPRINT shall be entitled to seek recovery of all costs each Party incurs inmeetingitsobligationsunderthisAgreement.If either Party is required to makeexpendituresorotherwiseincurcoststhatarenototherwisespecificallyreimbursedunderthisAgreement,that Party is entitled to seek reimbursement from the other Partyforallsuchexpenditures.and costs.For all such expenditures and costs,either Party isentitledtoseektoreceivethroughNRCstheactualcostsandexpensesincurred,
251/252 FINAL AGREEMENT 10
including labor costs and expenses,overhead and fixed charges,and a reasonablecontnbutiontoVERIZON's common costs.The Party seeking reimbursement shallprovide,at the other Parties request,an explanation of the costs and expenses incurred.
If a dispute arises from this process,either Party may use the Dispute ResolutionprovisiondescribedinArticlell,Section 3 of this Agreement to resolve the dispute.
4,3 Billing and Payment.
4.3.1 General.Payment for all facilities and services provided hereunder is due thirty(30)calendar days from the bill date.Neither Party will bill the other Party forpreviouslyunbilledchargesincurredmorethanone(1)year prior to the currentbillingdate.If any undisputed amount due on the billing statement is notreceivedbythebillingPartyonthepaymentduedate,the billing Party shallcalculateandassess,and the billed Party agrees to pay,at the billing Party'soption,a charge on the past due balance at an interest rate equal to the amountallowedbytheapplicablestateaccesstariffs,the state retail tariff,or federaltariff,in accordance with the service ordered,or the maximum nonusurious rateofinterestunderapplicablelaw.Late payment charges shall be included on thenextstatement.
4.3.2 Security.Upon request by VERIZON,SPRINT shall,at any time and from time
to time,provide VERIZON adequate assurance of payment of amounts due (or tobecomedue)to VERIZON hereunder.Assurance of payment of charges may berequestedbyVERIZONifSPRINT(a)in VERIZON's reasonable judgement,attheEffectiveDateoratanytimethereafter,is unable to demonstrate that it iscreditworthy,(b)fails to timely pay a bill rendered to SPRINT by VERIZON,(c)inVERIZON's reasonable judgement,at the Effective Date or at any time
thereafter,does not have established credit with VERIZON or (d)admits itsinabilitytopayitsdebtsassuchdebtsbecomedue,has commenced a voluntary
case (or has had a case commenced against it)under the U.S.Bankruptcy Code
or any other law relating to bankruptcy,insolvency,reorganization,winding-up,composition or adjustment of debts or the like,has made an assignment for thebenefitofcreditorsorissubjecttoareceivershiporsimilarproceeding.Unless
othePNiSe agreed by the Parties,the assurance of payment shall,at VERIZON'srequest,consist of (i)a cash security deposit in U.S.dollars held in an account byVERIZONor(ii)an unconditional,irrevocable standby letter of credit namingVERIZONasthebeneficiarythereofandthatisotherwiseinformandsubstancesatisfactorytoVERIZONfromafinancialinstitutionacceptabletoVERIZON,ineithercaseinanamountequaltotwo(2)months anticipated charges (including,without limitation,both recurring and non-recurring charges),as reasonablydeterminedbyVERIZON,for the services,facilities or arrangements to beprovidedbyVERIZONtoSPRINTinconnectionwiththisAgreement.To theextentthatVERIZONoptsforacashdeposit,the Parties intend that the provisionofsuchdepositshallconstitutethegrantofasecurityinterestpursuanttoArticle
9 of the Uniform Commercial Code as in effect in any relevant jurisdiction.IfrequiredbyanapplicableVERIZONTarifforbyApplicableLaw,interest will be
paid on any such deposit held by VERIZON at the higher of the stated interestrateinsuchTarifforintheprovisionsoftheApplicableLaw.VERIZON may (but
is not obligated to)draw on the letter of credit or funds on deposit in the account,
as applicable,upon notice to SPRINT in respect of any amounts billed hereunderthatarenotpaidwithinthirty(30)calendar days of the date of the applicable
statement of charges prepared by VERIZON.The fact that a security deposit or
a letter of credit is requested by VERIZON hereunder shall in no way relieve
SPRINT from compliance with VERIZON's regulations as to advance payments
and payment for service,nor constitute a waiver or modification of the terms
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herein pertaining to the discontinuance of service for nonpayrnent of any sumsduetoVERIZONfortheservices,facilities or arrangements rendered.
4.3.3 Billing Disputes.If the billed Party disputes a billing staternent issued by thebillingParty,the billed Party (the "Non-Paying Party")shall notify the billing Partyinwritingregardingthespecificnatureandbasisofthedisputewithinsix(6)months of the statement date or the dispute shall be waived.The Non-PayingPartyshallpaywhendueallundisputedamountstotheBillingPartyasspecifiedinSection4.3.1.The Parties shall diligently work toward resolution of all billingissues.If a dispute arises from this process,either Party may invoke the DisputeResolutionprovisiondescribedinArticlell,Section 3 of this Agreement toresolvethedispute.
4.3.4 Information Requirements/Audits.Except as provided elsewhere in thisAgreementandwhereapplicable,in conformance with Multiple Exchange CarrierAccessBilling(MECAB)guidelines and Multiple Exchange Carriers Ordering andDesignGuidelinesforAccessSentices-Industry Support Interface (MECOD),SPRINT and VERIZON agree to exchange all information to accurately,reliably,and properly order and bill for features,functions and services rendered underthisAgreement.Either Party may conduct an audit of the other Party's booksandrecordspertainingtotheServicesprovidedunderthisAgreement,no morefrequentlythanoncepertwelve(12)month period,to evaluate the other Party'saccuracyofbilling,data and invoicing in accordance with this Agreement.Anyauditshallbeperformedasfollows:(i)following at least thirty (30)calendar days'prior written notice to the audited Party;(ii)subject to the reasonable schedulingrequirementsandlimitationsoftheauditedParty;(iii)of a reasonable scope andduration;(iv)in a manner so as not to interfere with the audited Party's businessoperations;and (v)in compliance with the a.udited Party's security rules.EachPartyshallbearitsownexpensesinconnectionwiththeconductoftheAuditorExamination.A Party requesting document reproduction shall bear the costs ofsuchdocumentreproduction.The reasonable cost of Special Data ExtractionrequiredbySprinttoconducttheAuditorExaminationwillbepaidforbySprint.For purposes of this Section,a "Special Data Extraction"shall mean the creationofanoutputrecordorinformationalreport(from existing data files)that is notcreatedinthenormalcourseofbusiness.If any program is developed to Sprint'sspecificationsandatSprint's expense,Sprint shall specify at the time of requestwhethertheprogramistoberetainedbyVERIZONforreuseforanysubsequentAuditorExamination.
4.3.5 Impact of Payment of Charges on Service.SPRINT is solely responsible for thepaymentofallchargesforallsenticesandfacilitiesfurnishedtoSPRINTunderthisAgreement,including,but not lirnited to,calls originated or accepted (e.g.,sent paid,or received collect)at its or its Customers'sentice locations.IfSPRINTfailstopaywhendueanyandallchargesbilledtoSPRINTunder thisAgreement,including any late payment charges (collectively,"unpaid charges"),
-and any or all such charges remain unpaid more than forty-five (45)calendardaysafterthebilldateofsuchunpaidchargesexceptingpreviouslydisputedchargesforwhichSPRINTmaywithholdpayment,VERIZON shall notify SPRINT
in writing that it must pay all unpaid charges to VERIZON.If SPRINT disputesthebilledcharges,it shall,within seven (7)Business Days,inform VERIZON inwritingofwhichportionoftheunpaidchargesitdisputes,including the specificdetailsandreasonsforthedispute,unless such reasons have been previouslyprovided,and shall immediately pay to VERIZON all undisputed charges.IfSPRINTandVERIZONareunable,within thirty (30)Business Days thereafter,toresolveissuesrelatedtothedisputedcharges,then either SPRINT or VERIZONmayfilearequestforarbitrationunderGeneralProvisionsofthisAgreementto
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resolve those issues.Upon resolution of any dispute hereunder,if SPRINT owespaymentitshallmakesuchpaymenttoVERIZONwithanylatepaymentchargefromtheoriginalpaymentduedate.If SPRINT owes no payment,but haspreviouslypaidVERIZONsuchdisputedpayment,then VERIZON shall creditsuchpaymentincludinganylatepaymentcharges.VERIZON may discontinueservicetoSPRINTuponfailuretopayundisputedchargesasprovidedinthisSectionandshallhavenoliabilitytoSPRINTorSPRINT's Customers in theeventofsuchdisconnection.If SPRINT fails to provide such notification or anyofSPRINT's Customers fail to select a new provider of services within theapplicabletimeperiod,VERIZON may provide local exchange services toSPRINT's Customers under VERIZON's applicable Customer tariff at the thencurrentchargesfortheservicesbeingprovided.In this circumstance,otherwiseapplicableserviceestablishmentchargeswillnotapplytoSPRINTsCustomer,but will be âssessed to SPRINT.
4.4 Taxes.
4.4.1 With respect to any purchase of service under this Agreement,if any federal,state or local government tax,fee,surcharge,or other tax-like charge excludinganytaxleviedonpropertyorincome(a "Tax")is required or permitted byapplicablelaw,ordinance or tariff to be collected from a purchasing Party by theprovidingParty,then (i)the providing Party will bill,as a separately stated item,the purchasing Party for such Tax,(ii)pursuant to Section 4.3.1,the purchasingPartywillremitsuchTaxtotheprovidingParty,and (iii)the providing Party willremitsuchcollectedTaxtotheapplicablegovernmentalauthorityasrequiredbylaw.
4.4.2 If the providing Party does not collect a Tax because the purchasing PartyassertsthatitisnotresponsiblefortheTax,or is otherwise excepted from theobligationwhichislaterdeterminedbyformalactiontobewrongthen,asbetweentheprovidingPartyandthepurchasingParty,the purchasing Party willbeliableforsuchuncollectedTaxandanyinterestdueand/or penalty assessed
on the uncollected Tax by the applicable taxing authority or governmental entity.
4.4.3 If either Party is audited by a taxing authority or other governmental entity theotherPartyagreestoreasonablycooperatewiththePartybeingauditedinorder
to respond to any audit inquiries in a proper and timely manner so that the auditand/or any resulting controversy may be resolved expeditiously.
4.4.4 If applicable law does exclude or exempt a purchase of services under thisAgreementfromaTax,and if such applicable law also provides an exemptionprocedure,such as an exemption certificate requirement,then,if the purchasingPartycomplieswithsuchprocedure,the providing Party,subject to Section 4.4.2,will not bill or collect such Tax during the effective period of the exemption.SuchexemptionwillbeeffectiveuponreceiptoftheexemptioncertificateoraffidavitinaccordancewithSection4.4.7.
4.4.5 If applicable law does not exclude or exempt a purchase of services under thisAgreementfromaTax,and does not also provide an exemption procedure,thentheprovidingPartywillnotbillorcollectsuchtaxifthepurchasingParty(i)furnishes the providing Party with a letter signed by an officer of the purchasing
Party claiming an exemption and identifying the applicable law which allows suchexemption,and (ii)supplies the providing Party with an indemnificationagreement,reasonably acceptable to the providing Party,which holds theprovidingPartyharmlessonanafter-tax basis with respect to forbearing tocollectsuchTax.
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4.4.6 With respect to any Tax or Tax controversy covered by this Section 4.4 ,thepurchasingPartywillbeentitledtocontest,pursuant to applicable law,and at itsownexpense,any Tax that it is ultimately obligated to pay.The purchasing Partywillbeentitledtothebenefitofanyrefundorrecoveryresultingfromsuchacontest.
4.4.7 All exemption certificates or other communications required or permitted to begivenbySPRINTtoVERIZONunderthisSection4.4,will be made in writing andwillbedeliveredtoVERIZON's Account Manager for SPRINT.
5.Term and Termination.
5.1 Effective Date.
This Agreement will be effective upon the Effective Date set forth at the beginning of this251/252 Agreement.Subject to the Parties resentation of rights described in Article ll,Section 1.4,any modifications to this Agreement required as a result of the CommissionreviewandapprovalprocesswillbedeemedtobeeffectiveasoftheEffectiveDate.ThePartiesagreeLSRorderspursuanttothisAgreementforresoldservices,INP services,and unbundled network elements may not be submitted or accepted within the first ten(10)Business Days after the Effective Date.In addition,notwithstanding the possiblerejectionormodificationofthisAgreementbytheCommission,the Parties agree that alloftheirobligationsanddutieshereundershallremaininfullforceandeffectpendingthefinaldispositionoftheCommissionreviewandapprovalprocess.
5.2 Term.
Subject to the termination provisions contained in this Agreement,the term of thisAgreementshallbefromtheEffectiveDateofthisAgreementuntilApril15,2004("Termination Date").
5.3 Renegotiation.
If either Party seeks to renegotiate,e×tend or amend this Agreement,it must providewrittennoticethereoftotheotherPartynolaterthannine(9)months prior to theTerminationDate.Any such request shall be deemed by both Parties to be a good faithrequestfornegotiationspursuanttoSection252oftheAct(or any successor provision),regardless of which Pady made such request.If either Party makes such request,thisAgreementmayremainineffectforaperiodnottoexceedthree(3)months following theTerminationDate,for the purpose of incorporating into the new agreement any arbitrationdecisionorrelatedorderissuedwithinthree(3)months prior to the end of such nine (9)month period.
5.4 Termination Upon Default or Abandonment.
Either Pady may terminate this Agreement prior to the Termination Date in whole or inpartintheeventofadefaultbytheotherParty;provided however,that the non-defaultingPadynotifiesthedefaultingPartyinwritingoftheallegeddefaultandthatthedefaultingPartydoesnotcuretheallegeddefaultwithinsixty(60)calendar days of receipt of writtennoticethereof.Default is defined to include:
5.4.1 Ä Party's insolvency or the initiation of bankruptcy or receivership proceedings by
or against the Party;or
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5.4.2 A Party's refusal or failure in any material respect to perform its obligations underthisAgreement,or the violation of any of the material terms or conditions of thisAgreement.
5.5 Termination Upon Sale.
Notwithstanding anything to the contrary contained in this Agreement,a Party mayterminatethisAgreementastoaspecificoperatingareaorportionthereofifsuchPartysellsorotherwisetransferstheareaorpodionthereof.To the extent the closing of thetransferoccursduringthetermofthisAgreementthesellingortransferringPartyshallprovidetheotherPartywithatleastninety(90)calendar days'prior written notice of suchtermination,which shall be effective on the later of the date specified in the notice or theclosingofthetransfer.Notwithstanding termination of this Agreement as to a specificoperatingarea,this Agreement shall remain in full force and effect in the remainingoperatingareas.
5.6 Liability Upon Termination.
Termination of this Agreement,or any part hereof,for any cause shall not release eitherPartyfromanyliabilitywhichatthetimeofterminationhadalreadyaccruedtotheotherPartyorwhichthereafteraccruesinanyrespecttoanyactoromissionoccurringpriortotheterminationorfromanobligationwhichisexpresslystatedinthisAgreementtosurvivetermination.
5.7 252(i)Adoptions.
SPRINT shall have the right to adopt any publicly filed agreement,or any interconnection,resale,collocation or network element arrangement contained therein,to whichVERIZONisaPartyandthathasbeenapprovedbytheCommissionfortheStatepursuanttosection252ofthe1996ActsubsequenttotheapprovalofthisAgreement.This right shall be exercised in accordance with,and subject to,the requirements of 47U.S.C.§252(i)and applicable rules and regulations,including without limitation,thefollowing:(a)SPRINT must adopt all of the terms and conditions "legitimately related"to,and thus constituting part of,the requested interconnection,resale,collocation or networkelementarrangement;(b)VERIZON shall not be required to provide a given arrangementoragreementtotheSPRINTifitiseither(i)more costly than providing it to the originalcarrier,or (ii)technically infeasible;(c)to the extent inconsistent with such adoptedarrangementoragreement,this Agreement shall be superseded by the adoptedarrangementoragreement;and (d)the parties shall document said adoption in writingandmakeanappropriatefilingwiththeCommissionpursuanttoapplicableprocedures.
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ARTICLE 11
GENERAL PROVISIONS
1.Regulatory/Legal Matters.
1.1 Regulatory Approvals.
This Agreement will be submitted to the Commission for approval.Each Party shall beresponsibleforobtainingandkeepingineffectallFCC,Commission,franchise authorityandotherregulatoryapprovalsthatmayberequiredinconnectionwiththeperformanceofitsobligationsunderthisAgreement.If either Party does not provide necessary filingmaterialswithinninety(90)days of execution of this Agreement,any contract signatureswillnolongerbeeffective.
1.2 Applicable Law/Changes in Law.
Each Party shall comply with all federal,state,and local statutes,regulations,rules,ordinances,judicial decisions,and administrative rulings applicable to its performanceunderthisAgreement.The terms and conditions of this Agreement were composed inordertoeffectuatethelegalrequirementsineffectatthetimethisAgreementwasproduced,and shall be subject to any and all applicable statutes,regulations,rules,ordinances,judicial decisions,and administrative rulings that subsequently may beprescribedbyanyfederal,state or local governmental authority having appropriatejurisdiction.Except as otherwise expressly provided herein,such subsequentlyprescribedstatutes,regulations,rules,ordinances,judicial decisions,and administrativerulingswillbedeemedtoautomaticallysupersedeanyconflictingtermsandconditionsofthisAgreement.In addition,subject to the requirements and limitations set forth inSection1.3,to the extent required or reasonably necessary,the Parties shall modify,inwriting,the affected term(s)and condition(s)of this Agreement to bring them intocompliancewithsuchstatute,regulation,rule,ordinance,judicial decision oradministrativeruling.Should the Parties fail to agree on appropriate modification arisingoutofachangeinlaw,within sixty (60)calender days of such change in law the disputeshallbegovernedbySection3ofArticlell.
1.3 Severability/Unenforceable Terms.
If any provision of this Agreement is held by a court or regulatory agency of competentjurisdictiontobeunenforceable,the rest of the Agreement shall remain in full force andeffectandshallnotbeaffectedunlessremovalofthatprovisionresults,in the reasonableopinionofeitherParty,in a material change to this Agreement.If a material changeoccursasaresultofactionbyacourtorregulatoryagencyofcompetentjurisdiction,thePartiesshallnegotiateingoodfaithforreplacementlanguage.If replacement languagecannotbeagreeduponwithinareasonableperiod,either Party may invoke the disputeresolutionprocessinthosAgreementtoresolvethedispute.
1.4 Reservationof Rights.
The Parties agree that their entrance into this Agreement is without prejudice to and does
not waive any positions they may have taken previously,or may take in the future,in anylegislative,regulatory,judicial or other public forum addressing any matters,including,without limitation,matters related to VERIZON's cost recovery set forth in thisAgreement.Moreover,except as expressly provided herein,neither Party waives anyrightwithrespecttoanypositionitmaytakeinthefuturewithrespecttothe
establishment of rates,terms and conditions related to the subject matter of thisAgreementwhichmaybecomeeffectivesubsequenttotheterminationofthisAgreement.
By executing this Agreement,VERIZON does not waive,and hereby expressly reserves.
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its rights to continue to assert that:(a)the rates and charges in this Agreement shouldnotbecomeeffectiveuntilsuchtimeastheCommissionhasestablishedanexplicit,specific,predictable,sufficient and competitively neutral universal service mechanismthatprovidesVERIZONtheopportunitytorecoveritsactualcosts;and (b)certainprovisionsoftheFCC's First Report and Order in FCC Docket No.96-98 and other FCCordersorrules(collectively,the "FCC Orders")in effect as of the Effective Date or duringthetermofthisAgreementareunlawful,illegal and improper.VERIZON and SPRINTfurtheragreethatthetermsandconditionsofthisAgreementreflectcertainrequirementsoftheFCCOrders,and thus,except as provided herein,shall be subject to any and allactionsbyanycourtorothergovernmentalauthoritythatinvalidate,stay,vacate orothenvisemodifyanysuchFCCOrders.SPRINT acknowledges that VERIZON may seektoenforcesuchactionbeforeacommissionorcourtofcompetentjurisdiction.ThisSection1.4 shall survive the termination,expiration,modification or rescission of thisAgreementwithoutlimitastotime,regardless of the date of said action.
1.5 Tariff Offerings.
Some of the services and facilities to be provided to SPRINT by VERIZON,or toVERIZONbySprint,in satisfaction of this Agreement may be provided,in whole or part,pursuant to existing VERIZON,or Sprint,tariffs.VERIZON and Sprint shall each have therighttomodifyitstariffssubsequenttotheEffectiveDateofthisAgreement,and uponwrittennoticetoSPRINTorVERIZON,such modifications shall automatically apply tosuchservicesandfacilities.The Parties shall cooperate with one another for thepurposeofincorporatingsuchmodificationsintothisAgreementtotheextentreasonablynecessaryorappropriate.Notwithstanding the foregoing,e×cept as otherwise specificallyprovidedherein:(a)VERIZON and Sprint shall not have the right to file tariffs for servicesandfacilitiesthatsupersedethetermsandconditionsofthisAgreementiftheservicesand/or facilities were not previously provided pursuant to tariff hereunder unlessothenNÍSeorderedbytheCommission(pursuant to Applicable Law and not at the requestofeitherParty)and (b)the Parties shall have the right to modify the terms of suchVERIZONandSprinttariffsasappliedtothisAgreement,as reasonably necessary orappropriatetofulfilltheirobligationsundertheActorapplicablerulesandregulationsinconnectionwiththeimplementationofthisAgreement.This section shall apply only toVERIZONandSPRINTandshallnotbeconstruedasapplyingtoanynon-parties.
When new services are offered pursuant to tariff,or existing tariffed services aremodified,the Party which is introducing or modifying the tariffed semice will notify theotherPartyatthesametimeitnotifiestheCommissionviathetarifffilingofproposednewormodifiedServices,or as required under applicable Commission rules.
1.6 Certificate of Operating Authority.
When ordering any service or facility hereunder,SPRINT hereby represents and warrantstoVERIZONthatitisacertifiedprovideroflocalexchangetelecommunicationssemice.SPRINT will provide a copy of its Certificate of Operating Authority or other evidence ofitsstatustoVERIZONuponrequest.
2.Liability Matters.
2.1 Indemnification.
2.1.1 General Requirement.Subject to the limitations set forth in Section 2.7,each Party (the"Indemnifying Party")shall release,defend,indemnify and save harmless the other Party,its directors,officers,employees,semants,agents,Affiliates,subsidiaries and parent,andanythird-party provider or operator of facilities involved in the provision of services or
251/252 FINAL AGREEMENT 17
facilities under this yreement (collectively,the "Indemnified Party"),from and against anyandallsuits,claims,obligations,liabilities,damages,demands,losses,expenses,causesofactionandcosts,deficiencies,taxes,interest on ta×es,or penalties,court costs andreasonableattorneys'fees,injuries,damage,destruction,delay damages,foss or death topropertyorpersons(including payments made under workers'compensation law or underanyplanforemployees'disability and death benefits)and actual or alleged defamation,libel,slander,interference with or misappropriation of proprietary or creative right,suffered,made,instituted,or asserted by the Indemnifed Party or any other party or person,including,without limitation,the Indemnified Party's Customers (collectively,the"Indemnification Claims")which are proximately caused by:
2.1.1.1 any breach or nonfulfillment of any representation,covenant,term,condition or agreement on the part of the Indemnifying Party under thisAgreement;
2.1.1.2 the negligence,gross negligence,or willful misconduct of theIndemnifyingPartyoranyofitsdirectors,officers,employees,sentants,agents,Affiliates,subsidiaries and parent,regardless of the form ofaction;
2.1.1.3 the installation,maintenance,repair,replacement,presence,engineering,use or removal of the indemnifying Party's collocationequipment,in VERIZON's central office(s),wire center(s)or accesstandem(s);
2.1.1.4 the violation or alleged violation by the Indemnifying Party or any of itsdirectors,officers,employees,servants,agents,Affiliates,subsidiariesandparentofanyfederal,state,or local law,regulation,permit,oragencyrequirement;or
2.1.1.5 the presence or alleged presence of contamination arising out of theindemnifyingParty's acts or omissions concerning its operations at aVERIZONFacility.
To the extent the Indemnified Party pays for an indemnifiable loss,cost orexpense,or otherwise incurs pecuniary obligations,in satisfaction of,or arisingoutoforrelatedtoanyIndemnificationClaim,the Indemnifying Party shall alsobeliabletotheIndemnifiedPartyforinterestonsuchpaymentsattheprimerateoftheBankofAmerica,N.A.from the date that the Indemnified Party makessuchpayments.The obligations of this Section shall survive the termination,cancellation,modification or rescission of this Agreement,without limit as to time.
2.1.2 Notice and Claim Procedure.
2.1.2.1 General Requirements.The Indemnified Party:(i)shall give theIndemnifyingPartynotice(which shall include all facts known to theIndemnifiedPartygivingrisetosuchrightandanestimateoftheamountthereof)of the Indemnification Claim and any Third Party Claim (ashereinafterdefined)relating to such right promptly after receipt orbecomingawarethereof,including copies of any written documentationragardinganysuchclaimreceivedbytheIndemnifiedParty;(ii)prior totakinganymaterialactionwithrespecttoaThirdPadyClaim,shallconsultwiththeIndemnifyingPartyastotheproceduretobefollowed indefending,settling,or compromising the Third Party Claim;(iii)shall notconsenttoanysettlementorcompromiseoftheThirdPartyClaimwithoutthewrittenconsentoftheIndemnifyingParty(which consent,
251/252 FINAL AGREEMENT 18
u ess the Indemnifying Party has elected to assume the exclusivedefenseofsuchClaim,shall not be unreasonably withheld or delayed);(iv)shall permit the Indemnifying Party,if it so elects,to assume thedefenseofsuchThirdPartyClaim(including,except as provided below,the compromise or settlement thereof)at its own cost and expense,provided,however,that in such event the Indemnified Party shall havetherighttoapprovetheIndemnifyingParty's choice of legal counsel,which approval shall not be unreasonably withheld;and (v)shallcooperateineveryreasonablewaytofacilitatedefenseorsettlement ofclaims.For the purposes of this Agreement,"Third Party Claim"shallmeananyIndemnificationClaimbyanythirdparty.
2.1.2.2 Consultation and Consent.If the Indemnified Party (i)fails to notify or toconsultwiththeIndemnifyingPartywithrespecttoanyThirdPartyClaiminaccordancewithsubparagraph2.1.2.1(i)or 2.1.2.1(ii)above (whichfailureshallhaveamaterialandadverseeffectupontheIndemnifyingParty);or (ii)consents to the settlement or compromise of any ThirdPartyClaimwithouthavingreceivedthewrittenconsentoftheIndemnifyingParty(unless,if the Indemnifying Party has not elected toassumethedefenseofsuchClaim,the consent of the IndemnifyingPartyisunreasonablywithheldordelayed),then the Indemnifying PartyshallberelievedofitsindemnificationobligationwithrespecttosuchThirdPartyClaimunderthisAgreement.
2.1.2.3 Defense of Claim.If the Indemnifying Party elects to assume thedefenseofanyThirdPartyClaimpursuanttothisAgreement,it shallnotifytheIndemnifiedPartyinwritingofsuchelection.The IndemnifyingPartyshallnotcompromiseorsettleanysuchThirdPartyClaimwithoutthewrittenconsentoftheIndemnifiedParty(which consent shall not beunreasonablywithheldordelayed).
2.1.3 Intellectual Property Exception.
2.1.3.1 Nothing in this Agreement shall be construed as the grant of a license withrespecttoanypatent,copyright,trademark,trade name,trade secret or anyotherproprietaryorintellectualpropertynoworhereafterowned,controlledorlicensablebyeitherPady.NeitherParty may use any patent,copyrightable materials,trademark,trade name,trade secret or otherintellectualpropertyrightoftheotherPartyexceptinaccordancewith thetermsofaseparatelicenseagreementbetweenthePartiesgrantingsuchrights.
2.1.3.2 Neither Party shall have any obligationto defend,indemnify or hold
harmless,or acquireany license or right for the benefit of,or owe any otherobligationorhaveanyliabilityto,the other Party or its Customersbased on
or arising from any claim,demand,or proceeding by any third party allegingorassertingthattheuseofanycircuit,apparatus,or system,or the use ofanysoftware,or the performance of any service or method,or the provisionofanyfacilitiesbyeitherPartyunderthisAgreement,alone or incombinationwiththatoftheotherParty,constitutes direct,vicariousorcontributoryinfringementorinducementtoinfringe,misuse ormisappropriationofanypatent,copyright,trademark,trade secret,or anyotherproprietaryorintellectualpropertyrightofanyPartyorthirdparty.
Each Party,however,shall offer to the other reasonablecooperationand
assistance in the defense of any such claim.
251/252 FINAL AGREEMENT 19
2.1.3.3 NO ,VVl?HSTANDINGANY OTHER PROVISlba OF THISAGREEMENT.THE PARTIES AGREL THAT NEiTHER PARTY HAS MADE,AND THATTHEREDOFSNOTEXIST,.ANYWARRANTY,EXPRESSOR IMPLIED,THAT THE USE BY EACH PARl Y OF THE OTHER'S FACILITIES,ARRANGEMENlS,Oh SERVICFS PROVIDED UNDER THISAGREEMENlSHALLNOTGIVERISETOACLAIMOFINFRINGEMENT,MISUSE,OR MISAPPROPRIATION OF ANY INTELLECTUALPROPERTYRIGHT.
2.1.3.4 SPRINT agrees that the rights granted by VERIZON hereunder shall,where applicable,be subject to the restrictions,if any,contained in anycurrentsoftwarelicenseagreementsbetweenVERIZONandVERIZON
's software vendors in existence on the Effective Date of this Agreement.SPRINT acknowledges that functions and features made available to it
hereunder through the use of third party proprietary products may involve
additional terms and conditions and/or separate licensing to SPRINT.
2.2 Environmental Responsibility.
2.2.1 General Requirements.SPRINT shall:
2.2.1.1 comply with all laws regarding the handling,use,transport,storage,anddisposalof,and be responsible for all hazards created by and damagesorinjuriescausedby,any materials brought to or used at the VERIZON
Facility by SPRINT,
2.2.1.2 ensure all activities conducted by SPRINT at the VERIZON Facility are in
accordance with all applicable federal,state,and local laws,regulations,
permits,and agency orders,approvals,and authorizations relating to
safety,health,and the environment;
2.2.1.3 cause its invitees,agents,employees,and contractors to comply with
such reasonable environmental or safety practices/procedures,whether
or not required by law,as requested by VERIZON when working at a
VERIZON Facility;
2.2.1.4 ensure that no substantial new safety or environmental hazards shall be
created or new hazardous substances shall be used at a VERIZON
Facility;
2.2.1.5 demonstrate adequate training and emergency response capabilities
related to materials brought to,used,or existing at the VERIZON Facility;
2.2.1.6 follow appropriate practices/procedures in evaluating and managing any
water,sediment,or other material present in the manhole or vault area
so as to ensure compliance with all applicable laws,regulations,permits,
and requirements applicable in such circumstances and to ensure safe
practices,when conducting operations in any VERIZON manhole or vault
area;
2.2.1.7 obtain and use its own environmental permits,approvals,or identification
numbers to the extent that such permits,approvals,or identification
numbers are required under applicable laws,including,without limitation,
any of its operations involving the evaluation,collection,discharge,
251/252 FINALAGREEMENT 20
,age,disposal,or other reanagement of a -cr,sediment,or othermaterialpresentinaVERIZONmanholeorvaultarea;
2.2.1.8 provide reasonable and adequate compensation to VFRIZON for âny -additional or increased costs associated with compliance with anyfederal,state,or local law,regulation,permit,or agency requirementrelatedtosafety,health,or the environment where such additional orincreasedcostisincurredasaresultofprovidingSPRINTwithinterconnectionorcollocation,including,but not limited to,costsassociatedwithobtainingappropriatepermitsoragencyauthorizationsorapprovals,re-mediation or response to any release or threatenedreleaseofanyregulatedsubstance,investigation or testing related,andtrainingornotificationrequirements,
2.2.1.9 ensure that activities impacting safety or the environment of a Right ofWay(ROW)are harmonized with the specific agreement and therelationshipbetweenVERIZONandthelandownerand
2.2.1.10 comply with any limitations associated with a ROW,including limitationsonequipmentaccessduetoenvironmentalconditions(e.g.,wetlandareashavingequipmentrestrictions).
VERIZON shall not be responsible for any costs incurred by SPRINT in meetingitsobligationsunderthisSection.
2.2.2 Required Notices.VERIZON and SPRINT shall provide to each other specific notice ofknownandrecognizedphysicalhazardsorhazardoussubstancesbroughtto,used,orexistingattheVERIZONFacilityandconditionsorcircumstancespotentiallyposingathreatofimminentdanger,including,by way of example only,a defective utility pole or significantpetroleumcontaminationinamanhole.If SPRINT discovers Third Party Contamination at aVERIZONFacility,SPRINT will immediately notify VERIZON and will consultwith VERIZONpriortomakinganyrequirednotification,unless the time required for prior consultationwouldprecludeSPRINTfromcomplyingwithanapplicablereportingrequirement.VERIZON and SPRINT shall coordinate plans or information required to be submitted togovernmentagencies,such as,by way of example only,emergency response plans andchemicalinventoryreporting.If fees are associated with such filings,VERIZON andSPRINTshalldevelopacostsharingprocedure.
2.2.3 Use of VERIZON Permits.If the relevant regulatory authority refuses to issue a separatepermit,approval,or identification number to SPRINT after a complete and proper requestbySPRINTforsame,then VERIZON's permit,approval,or identification number may beusedasauthorizedbylawanduponpriorapprovalbyVERIZON.In that case,SPRINT
must comply with all of VERIZON's environmental,health,and safety practices/proceduresrelatingtotheactivityinquestion,including,but not limited to,use of environmental "bestmanagementpractices(BMP)and selection criteria for vendors and disposal sites.
2.2.4 No Warranty.The Parties acknowledge and agree that:(a)nothing in this Agreement or inanyofVERIZON's practices/procedures constitutes a warranty or representation byVERIZONthatSPRINT's use of VERIZON's permits,approvals,or identification numbers orcompliancewithVERIZON's practices/procedures,this Agreement or VERIZON's directions
or recommendations,will achieve compliance with any applicable law;and (b)suchcomplianceoruseofVERIZON's permits,approvals,or identification numbers creates norightofactionagainstVERIZON.
251/252 FINAL AGREEMENT 21
2.3 impairment of Service.
The characteristics and methods of operation of any circuits,facilities or equipment ofSPRINTconnectedwiththeservices,facilities or equipment of VERIZON pursuant tothisAgreementshallnotinterferewithorimpairserviceoveranyfacilitiesofVERIZON,its Affiliated companies,or its connecting and concurring carriers involved in its services,cause damage to its plant,violate any applicable law or regulation regarding the invasionofprivacyofanycommunicationscarriedoverVERIZON's facilities or create hazards totheemployeesofVERIZONortothepublic(each hereinafter referred to as an"Impairment of Service").If SPRINT causes an Impairment in Service,VERIZON shallpromptlynotifySPRINTofthenatureandlocationoftheproblemandthat,unlesspromptlyrectified,a temporary discontinuance of the use of any circuit,facility orequipmentmayberequired.VERIZON and SPRINT agree to work together to attempt topromptlyresolvetheImpairmentofService.If the SPRINT is unable to promptly remedytheImpairmentofService,then VERIZON may at its option temporarily discontinue theuseoftheaffectedcircuit,facility or equipment.
2.4 Fraud.
SPRINT assumes responsibility for all fraud associated with its Customers and accounts.VERIZON shall bear no responsibility for,nor is it required to investigate or makeadjustmentstoSPRINT's account in cases of fraud.For services provided to SPRINTpursuanttotheResaleAttachmenttothisAgreement,VERIZON will provide monitoringoffraudatparitytowhatitprovidesforitself.
2.5 DISCLAIMER.
EXCEPT AS SPEClFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT,PROVIDER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS ORWARRANTIESCONCERNINGTHESPEClFICQUALITYOFANYSERVICES,FACILITIES PROVIDED UNDER THIS AGREEMENT.PROVIDER DISCLAlMS,WITHOUT LIMITATION,ANY WARRANW OR GUARANTEE OF MERCHANTABILITYORFITNESSFORAPARTICULARPURPOSE,ARISING FROM COURSE OFPERFORMANCE,COURSE OF DEALING,OR FROM USAGES OF TRADE.
2.6 Limitation of Liability.
Each Party's liability under this agreement to the other Party,whether direct or othePNÍSearisingoutofthedutytoindemnifyagainstathird-party under this Section 2,all whetherincontract,tort or othenNiSe,shall be limited to direct damages,and except with respecttoIndemnificationClaimsrelatingtopersonalinjury,environmental,fraud or collocation
matters,said liability shall not exceed an amount equal to the amount due and.owing bySprinttoVERIZONunderthisAgreementduringtheContractYearinwhichsuchclaimand/or cause of action accrues or arises,plus any related costslexpenses the Partiesmayrecover,including those under Article I,Section 4.2 above,for the semices,UNEs orfacilitiesforthemonth(s)during which the claim of liability arose.For purposes of thisSection,"Contract Year"means a twelve (12)month period during the term of thecontractcommencingontheEffectiveDateandeachanniversarythereafter.Under nocircumstanceshalleitherPartyberesponsibleorliableforindirect,incidental,consequential,special,punitive or exemplary damages,including,but not limited to,interruption of seNice or designated facilities,economic loss or lost business,revenues
or profits,loss of AC or DC power,HVAC interruptions,damages arising from the use orperformanceofequipmentorsoftware,or the loss of use of software or equipment,oranyaccessoriesattachedthereto,delay,error,or loss of data,even if the Party has beenadvisedofthepossibilityofthesame.Should either Party provide advice,makerecommendations,or supply other analysis related to the services or facilities described
251/252 FINAL AGREEMENT 22
in this Agreement,.as limitation of liabiiity shall apply to provian of such advice,recommendations,and analysis.
2.7 Inapplicability of Tariff Liability.
VERIZON's general liability,as described in the VERIZON retail tariff,does not extend toSPRINT's customers or any other third party.Liability of VERIZON to SPRINT resultingfromanyandallcausesarisingoutofservicesandfacilitiesoranyotheritemsrelatingtothisAgreementshallbegovernedbytheliabilityprovisionscontainedinthisAgreement
and no other liability whatsoever shall attach to VERIZON.VERIZON shall be liable for
the individual services,facilities or elements that it separately provides to SPRINT and
shall not be liable for the integration of components combined by SPRINT.
2.8 SPRINT Tariffs or Contracts.
SPRINT shall,in its tariffs or other contracts for services provided to its customers usingsemicesobtainedfromVERIZON,provide that in no case shall VERIZON be liable toSPRINT's customers or any third parties for any indirect,special or consequentialdamages,including,but not limited to,economic loss or lost business or profits,whetherforeseeableornot,and regardless of notification by SPRINT of the possibility of suchdamagesandSPRINTshallindemnifyandholdVERIZONharmlessfromanyandall
claims,demands,causes of action and liabilities based on any reason whatsoever from
its customers as provided in this Agreement.Nothing in this Agreement shall be deemed
to create a third-party beneficiary relationship with SPRINT's customers.
2.9 No Liability for Errors.
VERIZON is not liable for mistakes that appear in VERIZON's listings,911 and otherinformationdatabases,or for incorrect referrals of customers to SPRINT for any ongoingSPRINTservice,sales or repair inquiries,and with respect to such mistakes or incorrect
referrals,SPRINT shall indemnify and hold VERIZON harmless from any and all claims,demands,causes of action and liabilities whatsoever,including costs,expenses andreasonableattorney's fees incurred on account thereof,by third parties,including
SPRINT's customers or employees.For purposes of this Section mistakes and incorrect
referrals shall not include matters arising out of the,gross negligence,or willful
misconduct of VERIZON or its employees or agents.
2.10 Unlawful Use of Service.
Services provided by VERIZON pursuant to this Agreement shall not be used by SPRINT
or its customers for any purpose in violation of law.SPRINT,and not VERIZON,shall be
responsible to ensure that SPRINT and its customers'use of services provided
hereunder comply at all times with all applicable laws.VERIZON may refuse to furnish
service to SPRINT or disconnect particular services provided under this Agreement to
SPRINT or,as appropriate,SPRINT's customer when (i)an order is issued by a court ofcompetentjurisdictionfindingthatprobablecauseexiststobelievethattheusemadeor
to be made of the service is prohibited by law or (ii)VERIZON is notified in writing by a
law enforcement agency acting within its jurisdiction that any facility furnished by
VERIZON is being used or will be used for the purpose of transmitting or receiving
gambling information in interstate or foreign commerce in violation of law.Termination of
service shall take place after reasonable notice is provided to SPRINT,or as ordered by
the court.If facilities have been physically disconnected by law enforcement officials at
the premises where located,and if there is not presented to VERIZON the written finding
of a court,then upon request of SPRINT and agreement to pay restoral of service
charges and other applicable service charges,VERIZON shall promptly restore such
service.
251/252 FINAL AGREEMENT 23
3.Dispute Resolution.
3.1 Alternative to Litigation.
Except as provided under Section 252 of the Act with respect to the approval of this
Agreement by the Commission,the Parties desire to resolve disputes arising out of or
relating to this Agreement without litigation.Accordingly,the Parties may agree to use
the following altemative dispute resolution procedures with respect to any action,dispute,
controversy or claim arising out of or relating to this Agreement or its breach,except with
respect to the following:
3.1.1 An action seeking a temporary restraining order or an injunction related to the purposes of
this Agreement;
3.1.2 A dispute,controversy or claim relating to or arising out of a change in law or resentation of
rights under the provisions of Article II,Section 1;and
3.1.3 A suit to compel compliance with this dispute resolution process.
Any such actions,disputes,controversies or claims may be pursued by either Pady
before any court,commission or agency of competent jurisdiction.Notwithstanding the
foregoing,and subject to Section 3.2,nothing herein shall be construed as limiting a
Party's right to seek resolution of such disputes before the Commission or any other
available forum.
3.2 Negotiations.
At the written request of a Party,each Party will appoint a knowledgeable,responsible
representative to meet and negotiate in good faith to resolve any dispute arising out of or
relating to this Agreement.The Parties intend that these negotiations be conducted by
non-lawyer,business representatives.The location,format,frequency,duration,and
conclusion of these discussions shall be left to the discretion of the representatives.
Upon agreement,the representatives may utilize other alternative dispute resolution
procedures such as mediation to assist in the negotiations.Discussions and
correspondence among the representatives for purposes of these negotiations shall be
treated as confidential information developed for purposes of settlement,exempt from
discovery,and shall not be admissible in the arbitration described below or in any lawsuit
without the concurrence of all Parties.Documents identified in or provided with such
communications,which are not prepared for purposes of the negotiations,are not so
exempted and may,if otherwise discoverable,be discovered or othePNiSe admissible,be
admitted in evidence,in the arbitration or lawsuit.
3.3 Arbitration.
If the dispute is not resolved within sixty (60)days of the initial written request,the
dispute,upon mutual agreement of the Parties,may be submitted to binding arbitration
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association except that the Parties may select an arbitrator outside American
Arbitration Association rules upon mutual agreement.If the Parties mutually agree to
arbitrate the dispute,a Party may demand such arbitration in accordance with the
procedures set out in those rules.Discovery shall be controlled by the arbitrator and
shall be permitted to the extent set out in this section.Each Party may submit in writing
to a Palty,and that Party shall so respond to,a maximum of any combination of thirty-five
(35)(none of which may have subparts)of the following:interrogatories,demands to
produce documents,or requests for admission.Each Party is also entitled to take the
251/252 FINALAGREEMENT 24
oral deposition of one individual of another Party.Additional oecovery may be permitteduponmutualagreementoftheParties.The arbitration hearing shall be commencedwithinsixty(60)Business Days of the demand for arbitration.The arbitration shall be
held in a mutually agreeable city.The arbitrator shall control the scheduling so as toprocessthematterexpeditiously.The Parties may submit written briefs.The arbitrator
shall rule on the dispute by issuing a written opinion within thirty (30)Business Days afterthecloseofhearings.The times specified in this section may be extended upon mutualagreementofthePartiesorbythearbitratoruponashowingofgoodcause.Judgmentupontheawardrenderedbythearbitratormaybeenteredinanycourthavingjurisdiction.
3.4 Expedited Arbitration Procedures.
If the issue to be resolved through the negotiations referenced in Section 3.2 directly andmateriallyaffectsservicetoeitherParty's end-user customers and the Parties have
mutually agreed to arbitrate the issue,then the period of resolution of the dispute throughnegotiationsbeforethedisputeistobesubmittedtobindingarbitrationshallbefive(5)
Business Days.Once such a sentice affecting dispute is submitted to arbitration,thearbitrationshallbeconductedpursuanttotheexpeditedproceduresrulesoftheCommercialArbitrationRulesoftheAmericanArbitrationAssociation(i.e.,rules 53through57).
3.5 Litigation
if the dispute is not resolved within thirty (30)days of the initial written request,and the
Parties do not agree to submit the dispute to arbitration,either Party may submit thedisputetotheCommissionoranyotheravailableforumforresolution.
3.6 Costs.
Each Party shall bear its own costs in any proceeding before an arbitrator,court,the
Commission or any other forum.A Party seeking discovery shall reimburse the
responding Party the costs of reproducing documents to the extent allowed by the state's
rules of civil procedure governing discovenj.Where the Parties have agreed to arbitrate,
the Parties shall equally split the fees of the arbitration and the arbitrator.Where aCommissionappointsaneutral,third-party expert(s)or other facilitator(s)to assist in its
decision making,the Parties shall equally split the fees and expenses of such expert(s)or
facilitator(s).
3.7 Continuous Service.
The Padies shall continue providmg sentices to each other during the pendency of any
dispute resolution procedure,and the Parties shall continue to perform their obligations,
including making payments in accordance with Article l,Section 4.3 of this Agreement.
4.Confidential Information.
4.1 Identification.
Either Pady may disclose to the other proprietary or confidential Customer,technical,or
business information in written,graphic,oral or other tangible or intangible forms
("Confidential Information").In order for information to be considered Confidential
Information under this Agreement,it must be marked "Confidential"or "Proprietary,"or
bear a marking of similar import.Orally or visually disclosed information shall be deemed
Confidential Information only if contemporaneously identified as such and reduced to
251/252 FINAL AGREEMENT 25 .
'
writing and delivers so the other Party with a statement or my .ng of confidentialitywithinthirty(30)calendar days after oral or visual disclosure.Notwithstanding theforegoing,the following shall be deemed Confidential Information for all purposes under
this Agreement whether or not specifically marked or designated as confidential orproprietary:(a)preorders and all orders for services or UNEs placed by SPRINT pursuant
to this Agreement,and information that would constitute Customer proprietary networkinformationofSPRINTend-user Customers pursuant to the Act and the rules andregulationsoftheFCC,as well as recorded usage information with respect to SPRINTCustomers,whether disclosed by SPRINT to VERIZON or othe NÍSe acquired byVERIZONinthecourseofitsperformanceunderthisAgreement;and (b)all information
of a competitive nature provided to a Party in connection with collocation or known to the
Party as a result of access to VERIZON's wire center(s),central office(s)or access
tandem(s)or as a result of the interconnection of SPRINT's equipment to VERIZON's
facilities.
4.2 Handling.
In order to protect Confidential Information from improper disclosure,each Party shall not
use or disclose and shall hold in confidence Confidential Information and hereby agrees:
4.2.1 That all Confidential Information shall be and shall remain the exclusive property of the
source;
4.2.2 To limit access to such Confidential Information to authorized employees who have a need
to know the Confidential Information for performance of this Agreement;
4.2.3 To keep such Confidential Information confidential and to use the same level of ca.re to
prevent disclosure or unauthorized use of the received Confidential Information as it
exercises in protecting its own Confidential Information of a similar nature;
4.2.4 Not to copy,publish,or disclose such Confidential Information to others or authorize anyone
else to copy,publish,or disclose such Confidential Information to others without the prior
written approval of the source;
4.2.5 Upon the source's request,to return or destroy promptly any copies of such Confidential
Information at its request;and
4.2.6 To use such Confidential Information only for purposes of fulfilling work or services
performed hereunder and for other purposes only upon such terms as may be agreed upon
between the Parties in writing.
4.3 Exceptions.
These obligations shall not apply to any Confidential Information that:(a)was legally in
the recipient's possession prior to receipt from the source;(b)was received in good faith
from a third party not subject to a confidential obligation to the source;(c)now is or later
becomes publicly known through no breach of confidential obligation by the recipient;(d)
was developed by the recipient without the developing persons having access to any of
the Confidential Information received in confidence from the source;(e)or is required to
be disclosed pursuant to subpoena or other process issued by a court or administrative
agency having appropriate jurisdiction,provided,however,that the recipient shall give
prior notice to the source and shall reasonably cooperate if the source deems it
necessany to seek protective arrangements.VERIZON reserves the right to provide to
any information service provider a list of any and all telecommunications providers doing
251/252 FINAL AGREEMENT 26
business with Vl ION.Nothing in this Section 4 is intends .o expand or limit theParties'rights and obligations under Section 222 of the Act.
4.4 Survival.
The obligation of confidentiality and use with respect to Confidential Information disclosedbyonepartytotheothershallsurviveanyterminationofthisAgreementforaperiodofthree(3)years from the date of the initial disclosure of the Confidential Information.
5.Miscellaneous.
5.1 Bindinq Effect.
This Agreement shall be binding on and inure to the benefit of the respective successorsandpermittedassignsoftheParties.
5.2 Consent.
Where consent,approval,or mutual agreement is required of a Party,it shall not beconditional,unreasonably withheld,or delayed.
5.3 Expenses.
Except as specifically set out in this Agreement,each Party shall be solely responsible foritsownexpensesinvolvedinallactivitiesrelatedtothesubjectofthisAgreement.
5.4 Force Majeure.
In the event performance of this Agreement,or any obligation hereunder,is either directlyorindirectlyprevented,restricted,or interfered with by reason of fire,flood,earthquake orlikesactsofGod,wars,revolution,civil commotion,explosion,acts of public enemy,embargo,acts of the government in its sovereign capacity,labor difficulties,includingwithoutlimitation,strikes,slowdowns,picketing,or boycotts,unavailability of equipmentfromvendor,changes requested by Customer,or any other circumstances beyond thereasonablecontrolandwithoutthefaultornegligenceofthePartyaffected,the Partyaffected,upon giving prompt notice to the other Party,shall be excused from suchperformanceonaday-to-day basis to the extent of such prevention,restriction,orinterference(and the other Party shall likewise be excused from performance of itsobligationsonaday-to-day basis until the delay,restriction or interference has ceased);provided however,that the Party so affected shall use diligent efforts to avoid or removesuchcausesofnonperformanceandbothPartiesshallproceedwheneversuchcauses
are removed or cease.
5.5 Good Faith Performance.
In the performance of their obligations under this Agreement,the Parties shall act in goodfaith.In situations in which notice,consent,approval or similar action by a Party ispermittedorrequiredbyanyprovisionofthisAgreement,such action shall not beconditional,unreasonably withheld or delayed.
5.6 Governing Law.
This Agreement shall be governed by and construed in accordance with theTelecommunicationsActof1996,applicable federal and (to the extent not inconsistent
251/252 FINAL AGREEMENT 27
therewith)domes.aws of the state where the semices are s -vided or the facilitiesresideandshallbesubjecttotheexclusivejurisdictionofthecourtstherein.
5.7 Headings.
The headings and numbering of Sections,Parts and Attachments in this Agreement areinsertedforconvenienceandidentificationonlyandshallnotbeconsideredintheinterpretationofthisAgreementorconstruedtodefineorlimitanyofthetermsherein.
5.8 Independent Contractor Relationship.
The persons provided by each Party shall be solely that Party's employees and shall beunderthesoleandexclusivedirectionandcontrolofthatParty.They shall not beconsideredemployeesoftheotherPartyforanypurpose.Each Party shall remain anindependentcontractorwithrespecttotheotherandshallberesponsibleforcompliancewithalllaws,rules and regulations involving,but not limited to,employment of labor,hours of labor,health and safety,working conditions and payment of wages.Each Party
shall also be responsible for payment of taxes,including federal,state and municipal
taxes,chargeable or assessed with respect to its employees,such as Social Security,unemployment,workers'compensation,disability insurance,and federal and statewithholding.Each Party shall indemnify the other for any loss,damage,liability,claim,demand,or penalty that may be sustained by reason of its failure to comply with thisprovision.
5.9 Multiple Counterparts.
This Agreement may be executed in multiple counterparts,each of which shall bedeemedanoriginal,but all of which shall together constitute but one and the same
document.
5.10 No Third Party Beneficiaries.
Except as may be specifically set forth in this Agreement,this Agreement does not
provide and shall not be construed to provide third parties with any remedy,claim,
liability,reimbursement,cause of action,or other right or privilege.
5.11 Notices.
Any notice to a Party required or permitted under this Agreement shall be in writing and
shall be deemed to have been received on the date of semice if served personally,on the
date receipt is acknowledged in writing by the recipient if delivered by regular U.S.mail,
or on the date stated on the receipt if delivered by certified or registered mail or by a
courier service that obtains a written receipt.Notice may also be provided by facsimile,
Internet or electronic messaging system,which shall be effective if sent before 5:00 p.m.
on that day,in the time zone in which it is received,or if sent after 5:00 p.m.it will beeffectiveonthenextBusinessDayfollowingthedatesent,provided,however,that any
such notice shall be confirmed via personal delivery,regular U.S.Mail or certified
maillcourier semice.Any notice shall be delivered using one of the alternatives
mentioned in this section and shall be directed to the applicable address or Internet ID
indicated below or such address as the Party to be notified has designated by giving
notice in compliance with this section:
If to VERIZON:
VERIZON California,Inc.
251/252 FINAL AGREEMENT 28
,ntion:Assistant Vice President/Associak deneral CounselServiceCorporation
600 Hidden Ridge -HQEWMNOTICESliving,TX 75038
Telephone number:972/718-6361
Facsimile number 972/718-3403
Internet Address:[e-mail]
and
VERIZON California,Inc.
Attn:Director-Wholesale Contract ComplianceNetworkServices
600 Hidden Ridge -HQEWMNOTICES
Irving,TX 75038
Telephone Number:972/718-5988FacsimileNumber972/719-1519InternetAddress:[e-mail]
If to SPRINT:
SPRINT Communications Company L.P.Attention:Attention:W.Richard Morris
Vice-President-Local Market Integration
7301 College Blvd.KSOPKVO214
Overland Park,KS 66210
Telephone number:913-534-6102
Facsimile number:913-534-6818
Internet Address:(E-mail)
5.12 Publicity.
Any news release,public announcement,advertising,or any form of publicity pertaining
to this Agreement,provision of services,or facilities pursuant to it,or association of thePartieswithrespecttoprovisionoftheservicesdescribedinthisAgreementshallbesubjecttopriorwrittenapprovalofbothVERIZONandSPRINT.
5.13 Rule of Construction.
No rule of construction requiring interpretation against the drafting Party hereof shallapplyintheinterpretationofthisAgreement.All references to sections,exhibits,attachments,appendices,etc.shall be deemed to be references to sections,exhibits,attachments,appendices,etc.of this Agreement,as amended or superseded from time
to time,unless the context shall otherwise require.Each Party hereby incorporates byreferencethoseprovisionsofitstariffsthatgoverntheprovisionofanyoftheservicesor
facilities provided hereunder.If any provision of this Agreement and an applicable tariff
or any schedule,exhibit or appendix hereto cannot be reasonably construed orinterpretedtoavoidconflict,the provision contained in this Agreement shall prevail,provided that in all cases the more specific shall prevail over the more general.The factthatacondition,right,obligation,or other terms appears in this Agreement,but not in anysuchapplicabletarifforanysuchschedule,exhibit or appendix hereto,shall not alone beinterpretedas,or alone be deemed grounds for finding,a conflict.
251/252 FINALAGREEMENT 29
5.14 Section References.
Except as otherwise specified,references within an Article,Attachment or Appendix of
this Agreement to a Section refer to Sections within that same respective Article,Attachment or Appendix.
5.15 Attachments.
All attachments,appendices,exhibits and schedules attached hereto are deemed to be
an integral part of this Agreement,and all references to the term Agreement herein shall
be deemed to include such attachments,appendices,exhibits and schedules.
5.16 Subcontractors.
Provider may enter into subcontracts with third parties or Affiliates for the performance of
any of Provider's duties or obligations under this Agreement.
5.17 Trademarks and Trade Names.
Unless otherwise mutually agreed upon,neither Party shall publish or use the other
Party's logo,trademark,service mark,name,language,pictures,or symbols or words
from which the other Party's name may reasonably be inferred or implied in any product,
service,advertisement,promotion,or any other publicity matter,except that nothing in
this paragraph shall prohibit a Party from engaging in valid comparative advertising.ThisparagraphshallconfernorightsonaPartytotheservicemarks,trademarks andtradenamesownedorusedinconnectionwithservicesbytheotherPartyoritsAffiliates,except as expressly authorized in writing by the other Party.
5.18 Waiver.
The failure of either Party to insist upon the performance of any provision of this
Agreement,or to exercise any right or privilege granted to it under this Agreement,shall
not be construed as a waiver of such provision or any provisions of this Agreement,and
the same shall continue in full force and effect.Waiver by either Party of any default by
the other Party shall not be deemed a waiver of any other default.
5.19 Amendments.
Any amendment,modification,or supplement to this Agreement must be in writing and
signed by an authorized representative of each Party.The term "this Agreement"shall
include future amendments,modifications,and supplements.
5.20 Assignment.
Any assignment by either Party of any right,obligation,or duty,in whole or in part,or of
any interest,without the written consent of the other Party shall be void,except that either
Party may assign all of its rights,and delegate its obligations,liabilities and duties under
this Agreement,either in whole or in part,to any entity that is,or that was immediately
preceding such assignment,a Subsidiary or Affiliate of that Party without consent,but
with written notification.The effectiveness of an assignment shall be conditioned upon
the assignee's written assumption of the rights,obligations,and duties of the assigning
Party.However,when VERIZON is the assignor,VERIZON agrees that it will only assign
to an assignee that is an ILEC as defined by the Act.
251/252 FINAL AGREEMENT 30
5.21 Authority.
Each person whose sigriature appears on this Agreement represents and warrants that
he or she has authority to bind the Party on whose behalf he or she has executed thisAgreement.Each Party represents he or she has had the opportunity to consult with
tegal counsel of his or her choosing and SPRINT has not relied on VERIZON counsel,pursuant to this Agreement.
5.22 Entire Agreement.
This Agreement constitutes the entire agreement of the Parties pertaining to the subject
matter of this Agreement and supersedes all prior agreements,negotiations,proposals,
and representations,whether written or oral,and all contemporaneous oral agreements,
negotiations,proposals,and representations concerning such subject matter.Norepresentations,understandings,agreements,or warranties,expressed or implied,havebeenmadeorrelieduponinthemakingofthisAgreementotherthanthosespecifically
set forth herein.
251/252 FINAL AGREEMENT 31
(THIS PAGE IS INTENTIONALlY L ELANK--RESERVEDFOR FUTURE USE)
251/252 FINAL AGREEMENT 32
SIGNATUREPAGE
IN WITNESS WHEREOF,each Party has executed this Agreement effective on the Effective Datedescribedabove.
VERIZON CALIFORNIA,INC.SPRINT COMMUNICATIONS COMPANY L.P.
Name Jeffrey A.Masoner Name W.Richard Morris
Title Vice Presideut Title Vice President,Local MarketsInterconnectionServices
Date Date March 29,2001
251/252 FINAL AGREEMENT 33
APPENDIX A TO ARTICLES I &!!
GLOSSARY
911 Service
A universal telephone number which gives the public direct access to the Public Safety Answering Point(PSAP).Basic 911 seNice collects 911 calls from one or more local exchange switches that serve ageographicarea.The calls are then sent to the correct authority designated to receive such calls.
Access Service Request (ASR)
An industry standard form,which contains data elements and usage rules used by the Parties to add,establish,change or disconnect services or trunks for the purposes of Interconnection.
Act
The Communications Act of 1934 (47 U.S.C.§151 et.seq.),as from time to time amended (including,without limitation by the Telecommunications Act of 1996,Public Law 104-104 of the 104th United StatesCongresseffectiveFebruary8,1996),and as further interpreted in the duly authorized rules andregulationsoftheFCCortheCommission.
Affiliate
A person,corporation or other legal entity that,directly or indirectly,owns or controls a Party,or is ownedorcontrolledby,or is under common ownership or control with a Party.For purposes of this paragraph,the term "own"means an equity interest (or the equivalent thereof)of more than ten percent.
Answer Supervision
An off-hook supervisory signal.
Applicable Law
All laws,statutes,common law,regulations,ordinances,codes,rules,guidelines,orders,permits,andapprovalsofanyGovernmentalAuthority,which apply or relate to the subject matter of this Agreement,and are applicable to each Party's performance of its obligations hereunder.
As-is Transfer (AIT)
The transfer of all Telecommunications Sentices and features available for resale,that are currently beingprovidedforaspecificaccount,without the requirements of a specific enumeration of the services andfeaturesontheLocalServiceRequest(LSR).
Automatic Location Identification/Data Management System (ALI/DMS)
The emergency sentices (E-911/911)database containing Customer location information (includingname,address,telephone number,and sometimes-special information from the local service Provider)used to process subscriber access records into Automatic Location Identification (ALl)records.From thisdatabase,records are fonNarded to VERIZON's ALI Gateway for downloading by local ALl databasesystemstobeavailableforretrievalinresponsetoAutomaticNumberIdentification(ANI)from a 9-1-1call.Also,from this database,VERIZON will upload to its selective routers the selective router ALI(SR/ALl)which is used to determine to which Public Safety Answering Point (PSAP)to route the call.
251/252 FINALAGREEMENT 34
Automated Message Accounting MA)
The structure inherent in switch technology that initially records telecommunication message information.AMA format is contained in the Automated Message Accounting document,published by TelcordiaTechnologiesasGR-1100-CORE which defines the industry standard for message recording.
Automatic Number Identification (ANI)
The signaling parameter which refers to the number transmitted through the network identifying the billingnumberofthecallingParty.
Bill-and-KeepArrangement
A compensation arrangement whereby the Parties do not render bills to each other for the termination ofLocalTrafficspecifiedinthisAgreementandwherebythePartiesterminatelocalexchangetrafficoriginatingfromEnd-Users sented by the networks of the other Party without explicit charging among orbetweensaidcarriersforsuchtrafficexchange.
Bona Fide Request (BFR)
A process for SPRINT to request certain services,features,capabilities or functionality,associated withunbundlednetworkelements,that are not currently offered in the Agreement.
Business Day
Monday through Friday,except for holidays on which the U.S.mail is not delivered.
Central Office Switch
A switch used to provide telecommunications services including but not limited to (1)End Office SwitcheswhichareClass5switchesfromwhichend-user Exchange Sentices are directly connected and offered,and (2)Tandem Office Switches which are Class 4 switches which are used to connect and switch trunk
circuits between and among central office switches.Central office switches may be employed ascombinationendofficeltandemofficeswitches(combination Class 5/Class 4).
Centralized Message Distribution System (CMDS)
The billing record and clearing house transport system that the Regional Bell Operating Companies(RBOCs)and other incumbent LECs use to efficiently exchange out collects and in collects as well asCarrierAccessBillingSystem(CABS)records.
CLLI Codes
Common Language Location Identifier Codes.
Commission
California Public Utilities Commission.
Common Channel Signaling (CCS)
A high-speed specialized packet-switched communications network that is separate (out-of-band)from
the public packet-switched and message networks.CCS carries addressed signaling messages for
individual trunk circuits and/or database-related services between Signaling Points in the CCS network
using SS7 signaling protocol.
251/252 FINAL AGREEMENT 35
Competitive Local Exchange Carrier (CLEC)
Any company or person authorized to provide local exchange services in competition with an ILEC.
Compliance
Environmental and safety laws and regulations based upon a federal regulatory framework,with certain
responsibilities delegated to the States.An environmentallsafety compliance program may include
review of applicable laws/regulations,development of written procedures,training of employees and
auditing.
Conversation Time
The time that both Parties'equipment is used for a completed call measured from the receipt of Answer
Supervision to the receipt of Disconnect Supervision.
Currently Available
Existing as part of VERIZON's network at the time of the requested order or service and does not include
any service,feature,function or capability that VERIZON either does not provide to itself,its affiliates,or
to its own End-Users,or does not have the capability to provide.
Customer
A third-party residence or business that subscribes to Telecommunications Services provided by either of
the Parties,or by another Telecommunications Service provider,and does not resell it to others.
Customer Service Record Search
Applied to LSR when CLEC requests a Customer service record search prior to account conversion from
VERIZON or from another CLEC.Search typically is for basic account information,listing/directory
information,service and equipment listing,and billing information.Applied on a per requested loop
and/or port basis.
Dedicated Transport
An Unbundled Network Element that is purchased for the purpose of transporting Telecommunication
Services between designated Serving Wire Centers (SWC).Dedicated Transport may extend between
two VERIZON SWCs (Interoft1ceDedicated Transport or IDT)or may extend from the VERIZON SWC to
the CLEC premise (CLEC Dedicated Transport or CDT).CDT remains within the e×change boundaries of
the SWC,while IDT traverses exchange boundaries.
Disconnect Supervision
An on-hook supervisory signal end at the completion of a call.
DS-1 or Digital Signal Level
A service transmitted at digital signal rate of 1.544 Mbps in the first level signal of the time-division
multiplex hierarchy.
DS-3 or Digital Signal Level 3
A senlice transmitted at digital signal rate of 44.736 Mbps,in the third-level signal of the time-division
multiplex hierarchy.
251/252 FINAL AGREEMENT 36
Electronic File Transfer
A system or process that utilizes an electronic format and protocol to send/receive data files.
End Office Switches
Switches that are Class 5 switches from which end-user Exchange Services are directly connected andoffered.
Enhanced Service Provider (ESP))/InternetService Provider (ISP)Traffic
Traffic bound to any Enhanced Service Provider or Internet Service Provider.Unless and until theCommissionrulesdifferentlyinDocketNo.00-02-005,ESP/ISP Traffic is separate and distinct from LocalTraffic.
E-911 Service
A method of routing 911 calls to a PSAP that uses a Customer location database to determine thelocationtowhichacallshouldberouted.E-911 service includes the forwarding of the caller's AutomaticNumberIdentification(ANI)to the PSAP where the ANI is used to retrieve and display the Automatic
Location Identification (ALI)on a terminal screen at the answering Attendant's position.It usually includesselectiverouting.
Exchange Message Interface (EMI)
Standard used for the interexchange of telecommunications message information between exchangecarriersandinterexchangecarriersforbillable,nonbillable,sample,settlement and study data.Data is
provided between companies via a unique record layout that contains Customer billing information,account summary and tracking analysis.EMI format is contained in document SR-320 published by theAllianceforTelcomIndustrySolutions.
Exchange Access
The offering of access to telephone exchange services or facilities for the purpose of the origination orterminationofthetelephonetollservices.
Expanded Interconnection Service (EIS)/Collocation
Collocation provides for access to the Company's premises,including,its wire centers and access
tandems listed in the National Exchange Carrier Association,Inc.,Tariff FCC 4 and other buildings or
similar structures owned or leased by the Company that house the Company's network facilities for the
purpose of interconnection for the exchange of traffic with the Company and/or for access to unbundled
network elements.
Facility
All buildings,equipment,structures and other items located on a single site or contiguous or adjacent
sites owned or operated by the same persons or person as used in Article ll,Section 2.2.
FCC
The Federal Communications Commission,or any successory agency of the United States government;
provided such succession has assumed such duties and responsibilities of the former FCC.
251/252 FINAL AGREEMENT 37
Generator
Under the Resource Consemation Recovery Act (RCHA),the person whose act produces a hazardouswaste(40 CFR 261)or whose act first causes a hazardous waste to become subject to regulation.Thegeneratorislegallyresponsibleforthepropermanagementanddisposalofhazardouswastesinaccordancewithregulations(see reference in Article ll,Section 2.2).
GTE Guide
The VERIZON internet web site which contains VERIZON's operating practices and procedures andgeneralinformationforpre-ordering,ordering,provisioning,repair and billing for resold sentices andunbundledelementsandguidelinesforobtaininginterconnectionwithVERIZON's switched network.
GTOC
GTE Telephone Operating Company.
Imminent Danger
As described in the Occupational Safety and Health Act and expanded for environmental matters,anyconditionsorpracticesatafacilitywhicharesuchthatadangerexistswhichcouldreasonablybeexpectedtocausedeathorseriousharmorsignificantdamagetotheenvironmentornaturalresources.
Incumbent Local Exchange Carrier (ILEC)
Any local exchange carrier that was as of February 8,1996,deemed to be a member of the ExchangeCarrierAssociationassetforthin47C.F.R.(69.601(b)of the FCC's regulations.
Initial Service Order
A charge applied to each LSR of Unbundled Loops and/or Ports with the exception of SubsequentServiceOrderchangestoexistingCLECaccounts.
Interconnection Facility
See "Internetwork Facilities".
Interconnection Point (IP)
The physical point on the network where the two parties interconnect.The IP is the demarcation pointbetweenownershipofthetransmissionfacility.(For purposes of this Agreement,the term "lP"is usedinterchangeablywiththetermPointofInterconnection,or POl.)
Interexchange Carrier (IXC)
A telecommunications sentice Provider authorized by the FCC to provide interstate long distancecommunicationsservicesbetweenLATAsandisauthorizedbytheStatetoprovideInterLATAand/orIntraLATAlongdistancecommunicationsserviceswithintheState.
Internet Traffic
Traffic that is transmitted to or returned from the Internet at any point during the duration of thetransmission.
251/252 FINAL AGREEMENT 38
Interim Number Portability (INP)
The delivery of Local Number Portability (LNP)capabilities,from a Customer standpoint in terms of callcompletion,with as little impairment of functioning,quality,reliability,and convenience as possible andfromacarrierstandpointintermsofcompensation,through the use of existing and available call routing,fonvarding,and addressing capabilities.
InterLATA
Telecommunications services between a point located in a local access and transport area and a pointlocatedoutsidesuchareas.
Internetwork Facilities
The physical connection of separate pieces of equipment,transmission facilities,etc.,within,between
and among networks,for the transmission and routing of Exchange Service and Exchange Access.
IntraLATA
Telecommunications services that originate and terminate at a point within the same local access and
transport area.
ISDN User Part (ISUP)
A part of the SS7 protocol that defines call setup messages and call takedown messages.
Line Information Data Base (LIDB)
One or all,as the context may require,of the Line information databases owned individually by VERIZON
and other entities which provide,among other things,calling card validation functionality for telephone
line number cards issued by VERIZON and other entities.A LIDB also contains validation data for collect
and third number-billed calls;i.e.,Billed Number Screening.
Line Side
Refers to an end office switch connection that has been programmed to treat the circuit as a local line
connected to an ordinary telephone station set.Line side connections offer only those transmission and
signaling features appropriate for a connection between an end office and an ordinary telephone set.
Local Access and Transport Area (LATA)
A contiguous geographic area for the provision and administration of communications sentice;Le.,
intraLATA or interLATA.Established before the date of enactment of the Telecommunications Act of 1996
by a Bell operating company such that no exchange area includes points within more than one
metropolitan statistical area,consolidated metropolitan statistical area,or State,except as expressly
permitted under the AT&T Consent Decree dated August 24,1982;or established or modified by a Bell
operating company after such date of enactment and approved by the FCC.
Local Exchange Carrier (LEC)
Any person that is engaged in the provision of telephone Exchange Sentice or Exchange Access.
251/252 FINAL AGREEMENT 39
Exchange Routing Guide (LERC
The Telcordia Technologies reference customarily used to identify NPANXX routing and hominginformation,as well as network element and equipment designation.
Local Number Portability (LNP)
The ability of users of Telecommunications Services to retain,at the same location,existingtelecommunicationsnumberswithoutimpairmentofquality,reliability,or convenience when switchingfromonetelecommunicationscarriertoanother.
Local Service Request (LSR)
The industry standard form,which contains data elements and usage rules,used by the Parties toestablish,add,change or disconnect resold services and Unbundled Network Elements for the purposesofcompetitivelocalservices.
Local Traffic
For purposes of compensation between the Parties,Local Traffic is VERIZON Traffic that terminates toSPRINTandSPRINTtrafficthatterminatestoVERIZON,that is within VERIZON's then current localservingarea,including mandatory local calling scope arrangements.A mandatory local calling scopearrangementisanarrangementthatprovidesEnd-Users a local calling scope,i.e.Extended Area Sentice(EAS),beyond their basic exchange serving area.The Parties agree that the points of call originationandterminationshallbeusedtodetermineLocalTraffic,and agree to use the Rate Center assignmentsofthecallingandcalledNPA/NXX's as shown in the LERG to make such determination.Local Trafficdoesnotincludeoptionallocalcallingscopes,i.e.optional rate packages that permit the End-User tochoosealocalcallingscopebeyondtheirbasicexchangeservingareaforanadditionalfee,referred tohereafteras"optional EAS".Unless and until the Commission rules differently in Docket No.00-02-005,Local Traffic does not include Enhanced Service Provider (ESP)and Internet Service Provider (ISP)traffic,in addition to,but not limited to,it excludes Internet traffic,900/976,etc.,and Internet Protocol (IP)based voice or fax telephony.
Loop Facility charge
A charge applied to LSRs when fieldwork is required for establishment of unbundled loop sentice.Applied on a per LSR basis.
Main Distribution Frame (MDF)
The primary point at which outside plant facilities terminate within a Wire Center,for interconnection toothertelecommunicationsfacilitieswithintheWireCenter.The distribution frame used to interconnectcablepairsandlinetrunkequipmentterminatingonaswitchingsystem.
Meet-PointBilling (MPB)
Refers to an arrangement whereby two LECs jointly provide the transport element of a switched accessservicetooneoftheLEC's end office switches,with each LEC receiving an appropriate share of thetransportelementrevenuesasdefinedbytheeffectiveaccesstariffs.
Mid-Span Fiber Meet
An Interconnection architecture whereby two carriers'fiber transmission facilities meet at a mutuallyagreeduponIP.
251/252 FINAL AGREEMENT 40
Multiple Exchange carrier Accer Silling (MECAB)
Refers to the document prepared by the Billing Committee of the Ordering and Billing Forum (OBF),which functions under the auspices of the Carrier Liaison Comrnittee (CLC)of the Alliance forTelecommunicationsIndustrySolutions(ATIS).The MECAB document,published by [BellCore]Telcordia Technologies as Special Report SR-BDS-000983,contains the recommended guidelines for the
billing of an access service provided by two or more LECs,or by one LEC in two or more states within asingleLATA.
Multiple Exchange Carriers Ordering and Design Guidelines for Access Services -IndustrySupportInterface(MECOD)
A document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and
Billing Forum (OBF),which functions under the auspices of the Carrier Liaison Committee (CLC)of theAllianceforTelecommunicationsIndustrySolutions(ATIS).The MECOD document,published by[BellCore]Telcordia Technologies as Special Report SR-STS-002643,establishes methods forprocessingordersforaccesssenticethatistobeprovidedbytwoormoreLECs.
Network Interface Device (NID)
The VERIZON provided interface terminating VERIZON's telecommunication network on the property
where the customer's End-User service is located at a point determined by VERIZON.The NID contains
an FCC Part 68 registered jack from which inside wire may be connected to VERIZON's network.The
point of demarcation between the End-User's inside wiring and VERIZON's facilities.
North American Numbering Plan (NANP)
The system of telephone numbering employed in the United States,Canada,Bermuda,Puerto Rico and
certain Caribbean islands that employ NPA 809.The format is a 10-digit number that consist of a 3-digit
NPA Code (commonly referred to as area code),followed by a 3-digit NXX code and 4 digit line number.
Numbering Plan Area (NPA)
Also sometimes referred to as an area code,is the three-digit indicator whicl1is defined by the "A","B",
and "C"digits of each 10-digit telephone number within the NANP.Each NPA contains 800 possible NXX
Codes.There are two general categories of NPA,"Geographic NPAs"and "Non-Geographic NPAs".A
Geographic NPA is associated with a defined geographic area,and all telephone numbers bearing such
NPA are associated with services provided within that geographic area.A Non-Geographic NPA,also
known as a "Service Access Code"or "SAC Code"is typically associated with a specialized
telecommunications service that may be provided across multiple geographic NPA areas.500,700,800,
888 and 900 are examples of Non-Geographic NPAs.
NXX,NXX Code,Central Office Code or CO Code
The three-digit switch entity indicator which is defined by the "D","E",and "F"digits of a 10-digit
telephone number within the NANP.Each NXX Code contains 10,000 station numbers.It is the first three
digits of a seven-digit telephone number.
Owner or Operator
As used in OSHA regulations,owner is the legal entity,including a lessee,which exercises control over
management and record keeping functions relating to a building or facility.As used in the Resource
Conservation and Recovery Act (RCRA),operator means the person responsible for the overall (or part of
the)operations of a facility (see reference in Article If,Section 2.2).
251/252 FINALAGREEMENT 4f
Party/Parties
VERIZON and/or SPRINT.
Provider
VERIZON or SPRINT depending on the conte×t and which Party is providing the service to the otherParty.
Public Safety Answering Point (PSAP)
An answering location for 9-1-1 calls originating in a given area.A PSAP may be designated as PrimaryorSecondary,which refers to the order in which calls are directed for answering.Primary PSAPsrespondfirst;Secondary PSAPs receive calls on a transfer basis only,and generally serve as acentralizedansweringlocationforaparticulartypeofemergencycall.PSAPs are staffed by employeesofEmergencyResponseAgencies(ERAs)such as police,fire or emergency medical agencies or byemployeesofacommonbureauservingagroupofsuchentities.
Public Switched Telecommunications Network (PSTN)
The worldwide voice telephone network accessible to all those with telephones and access privileges.IntheU.S.,formerly known as the "Bell System network"or the "AT&T long distance network"
Rate Center
The specific geographic point and corresponding exclusive geographic area that are associated with oneormorepanicularNPA-NXX Codes that have been assigned to a LEC for its provision of ExchangeServices.The geographic point is identified by a specific Vertical and Horizontal (V&H)coordinate that is
used to calculate distance-sensitive End-User traffic to/from the particular NPA-NXXs associated with thespecificRateCenter.
Right-of-way(ROW)
The right to use the land or other property of another Party to place poles,conduits,cables,otherstructuresandequipment,or to provide passage to access such structures and equipment.A ROW may
run under,on,or above public or private property (including air space above public or private property)and may include the right to use discrete space in buildings,building complexes,or other locations.
Routing Point
Denotes a location that a LEC has designated on its network as the homing (routing)point for traffic thatterminatestoExchangeServicesprovidedbytheLECthatbearacertainNPA-NXX designation.TheRoutingPointisusedtocalculateairlinemileageforthedistance-sensitive transport element charges ofSwitchedAccessServices.Pursuant to Telcordia,Technologies Practice BR795-100-100,the RoutingPointmaybeanendofficelocation,or a "LEC Consortium Point of Interconnection."The Routing Point
must be in the same LATA as the associated NPA-NXX.
Service Control Point (SCP)
The node in the Common Channel Signaling network to which informational requests for service handling,
such as routing,are directed and processed.The SCP is a real time database system that,based on aqueryfromtheSSPandviaaSignalingTransferPoint,performs subscriber or application-specific sentice
logic,and then sends instructions back to the SSP on how to continue call processing.
251/252 FINAL AGREEMENT 42
Service Switching Point (SSP)
A Signaling Point that can launch queries to databases and receivelinterpret responses used to providespecificCustomerservices.
Shared Transport
The physical interoffice facility not dedicated to any one Customer,which is used to transport a call
between switching offices.A central office switch translates the End-User dialed digits and routes the call
over a Common Transport Trunk Group that rides interoffice transmission facilities.These trunk groups
and the associated interoffice transmission facilities are accessible by any End-User (VERIZON End-User
or SPRINT End-User when SPRINT has purchased unbundled local switching),and are referred to as"shared transport facilities".
Signaling Point (SP)
A node in the CCS network that originates and/or receives signaling messages,or transfers signalingmessagesfromonesignalinglinktoanother,or both.
Signaling System 7 (SS7)
The signaling protocol,Version 7,of the CCS network,based upon American National Standards Institute
(ANSI)standards.
Signal Transfer Point (STP)
A packet switch in the CCS network that is used to route signaling messages among SSPs,SCPs and
other STPs in order to set up calls and to quen;databases for advanced sentices.VERIZON's network
includes mated pairs of local and regional STPs.STPs are provided in pairs for redundancy.VERIZON
STPs conform to ANSI T1.111-8 standards.It provides SS7 Network Access and performs SS7 message
routing and screening.
Subsidiary
A corporation or other legal entity that is majority owned by a Party.
Subsequentservice order
Applied to LSRs requesting a service change to an existing unbundled account (no CLEC transfer).For
disconnect-only LSRs.no NRC will be applied.
Synchronous Optical Network (SONET)
Synchronous electrical (STS)or optical channel (OC)connections between LECs.
Switched Exchange Access Service
The offering of facilities for the purpose of the origination or termination of traffic to or from Exchange
Service Customers in a given area pursuant to a switched access tariff.Switched Access Services
including but not limited to:Feature Group A,Feature Group B,Feature Group C,Feature Group D,500,
700,800,888 and 900 access services.
251/252 FINAL AGREEMENT 43
Tandem Office Switches
Switches that are Class 4 switches which are used to connect and switch trunk circuits between andamongcentralofficeswitches.
Telcordia Technologies
Formally known as BellCore,a wholly owned subsidiary of Science Applications International Corporation(SAIC).The organization conducts research and development projects for its owners,includingdevelopmentofnewTelecommunicationsServices.Telcordia Technologies also provides certaincentralizedtechnicalandmanagementservicesfortheregionalholdingcompaniesandalsoprovidesgenericrequirementsforthetelecommunicationsindustryforproducts,services and technologies.
Telecommunications Services
The offering of telecommunications for a fee directly to the public,or to such classes of users as to beeffectivelyavailabledirectlytothepublic,regardless of the facilities used.
Telephone Exchange Service
(1)Service within a telephone exchange,or within a connected system of telephone exchanges within thesameexchangeareaoperatedtofurnishtosubscribersintercommunicatingserviceofthecharacterordinarilyfurnishedbyasingleexchange,and which is covered by the exchange service charge;or (2)comparable service provided through a system of switches,transmission equipment,or other facilities (orcombinationthereof)by which a subscriber can originate and terminate a telecommunications service.
Third Party Contamination-
Environmental pollution that is not generated by the LEC or SPRINT but results from off-site activitiesimpactingafacility.
Transfer of Service
A charge applied to LSR's that involve account changes (e.g.,CLEC to CLEC transfers,DA &CPE billingchangesonUnbundledPorts).
Trunk Side
Refers to a Central Office Switch connection that is capable of,and has been programmed to treat thecircuitas,connecting to another switching entity,for example,to another Central Office Switch.Trunksideconnectionsofferthosetransmissionandsignalingfeaturesappropriatefortheconnectionofswitchingentitiesandcannotbeusedforthedirectconnectionofordinarytelephonestationsets.
Unbundled Network Element (UNE)
Generally a facility or equipment used in the provision of a Telecommunications Service.SpecificreferencestoUNEscontainedthroughoutthisAgreementshallbetothenetworkelementsthatare to beunbundledpursuanttotheUNEAttachment.
UndefinedTerms
Terms that may appear in this Agreement which are not defined.Parties acknowledge and agree thatanysuchtermsshallbeconstruedinaccordancewithcustomaryusageinthetelecommunicationsindustryasoftheeffectivedateofthisAgreement.
251/252 FINAL AGREEMENT 44
Vertical Features (including CLASS Features)
Vertical services and switch functionalities provided to VERIZON's retail customers,including but notlimitedto:Automatic Call Back;Automatic Recall;Call FonNarding Busy Line/Don't Answer;CallForwardingDon't Answer;Call Forwarding Variable;Call Fonwarding -Busy Line;Call Trace;CallWaiting;Call Number Delivery Blocking Per Call;Calling Number Blocking Per Line;Cancel Call Waiting;Distinctive Ringing/Call Waiting;Incoming Call Line Identification Delivery;Selective Call FonNard;Selective Call Rejection;Speed Calling;and Three Way Calling/Call Transfer.
Wire Center
A building or space within a building that serves as an aggregation point on a LEC's network,wheretransmissionfacilitiesandcircuitsareconnectedorswitched.Wire Center can also denote a building inwhichoneormoreCentralOffices,used for the provision of Exchange Services and ExchangeAccessServices,are located.
251/252 FINAL AGREEMENT 45
INTERCONNECTIONATTACHMENT
1.General.
This interconnection Attachment (Attachment)together with Articles I and ll,sets forth the termsandconditionsunderwhichVERIZONandSPRINTwillinterconnecttheirnetworksforthetransmissionandmutualexchangeoftelephoneexchangeandexchangeaccesstraffic.ThisAttachmentgovernstheprovisionandcompensationofinternetworkfacilities(i.e.,physicalinterconnectionsenticesandfacilities),switched transport,and switched termination for Local,IntraLATA Toll,and optional EAS traffic.This Attachment also sefs forth the terms and conditionsunderwhichVERIZONandSPRINTwillprovidetheMeet-Point Billing (MPB)of jointly providedinterexchangeCarrier(IXC)access between VERIZON and SPRINT.The interconnectionservicesandfacilitiesdescribedinthisAttachmentshallbereferredtohereincollectivelyas"Services"and individually as "Service".
The Parties have agreed,pursuant to their August 21,2000 letter agreement (which is attachedheretoandincorporatedbyreference),not to compensate each other under this Agreement fortheexchangeofInternettrafficandtotreatsuchtrafficasexcludedfromLocalTraffic,unless anduntiltheCommissionordersothenuiseinafinalOrderintheRulemakinginDocketNo.00-02-005.If and when the Commission issues such final Order,the Parties have further agreed,pursuant to their August 21,2000 letter agreement,to negotiate in good faith and to amend thetermsandprovisionsofthisAgreementasnecessarytobringthisAgreementinconformitywithsuchfinalOrder.
2.Sentice Arrangements Provided Under this Attachment.
2.1 Transport and Termination of Traffic.
The Parties shall reciprocally terminate Local,IntraLATA Toll,and optional EAS traffic (orothertrafficthePartiesagreetoexchange)originating on each other's networks utilizingeitherDirectorIndirectNetworkinterconnectionsasprovidedhereininSection2.3 orSection2.5,respectively.To this end,the Parties agree that there will be interoperabilitybetweentheirnetworks.The Parties agree to exchange traffic associated with third partylLECs,CLECs and Wireless Service Providers pursuant to the compensationarrangementspecifiedinSection5.5 herein.In addition,the Parties will notify each otherofanyanticipatedchangeintraffictobeexchanged(e.g.,traffic type,volume).
2.2 Tandem Switched Traffic.
The Parties will provide tandem switching for traffic between the Parties'end officessubtendingeachother's tandem,as well as for traffic between either Party's CustomersandanythirdpartywhichisinterconnectedtotheotherParty's tandems.
2.3 Direct Network Interconnection.
SPRINT may interconnect with VERIZON on its network at any of the rninimum pointsrequiredbytheFCCthatareCurrentlyAvailableinVERIZON's existing network.Interconnection at additional points will be reviewed on an individual case basis.WherethePartiesmutuallyagreetodirectlyinterconnecttheirrespectivenetworks,interconnection will be as specified in the following subsections.Unless otherwiseagreedbytheParties,the interconnection installation tirne line where no construction isrequiredshallbetwenty-five (25)Business Days after the date on which Sprint delivered
notice via an ASR to VERIZON.Where construction is required,the interconnectioninstallationtimelineshallbeasmutuallyagreedbytheParties,with due considerationgiventodelaysthatarenotwithinVERIZON's control.Internetwork connection and
251/252 FINAL AGREEMENT 46
protocol must be based on industry standards developed consistent with Section 256 oftheAct.
2.3.1 Subject to mutual agreement,the Parties may use the following types of networkfacilityinterconnection,using such interface media as are (i)appropriate tosupportthetypeofinterconnectionrequestedand(ii)available at the facility atwhichinterconnectionisrequested.However,if the appropriate interface is notavailableatthefacilityatwhichtheinterconnectionisrequested,the Parties shallmutuallyagreetoestablishatimetableforprovisionoftherequestedinterconnection.
2.3.1.1 A Mid-Span Fiber Meet within an existing VERIZON exchange areawherebythePartiesmutuallyagreetojointlyplanandengineertheirfacilityinterconnectionatadesignatedlocation.The InterconnectionPoint(lP)is the demarcation between ownership of the fibertransmissionfacility.Each Party is individually responsible for itsincurredcostsinestablishingthisarrangement.
2.3.1.2 A collocation arrangement at a VERIZON Wire Center subject to therates,terms,and conditions contained in VERIZON's applicable tariffs,except as provided in the Collocation Attachment.
2.3.1.3 A special access arrangement terminating at a VERIZON Wire Center.
2.3.2 The Parties will mutually designate at least one IP on VERIZON's network withineachLATAfortheexchangeofLocalTraffic.As specified in section 2.4.6.2 ofthisAttachment,Sprint may establish additional routing point(s)through theestablishmentoftrunkgroupsprovisionedoverdedicatedfacilitiesbetween theIPandadditionalVERIZONswitches.
2.4 Trunking Requirements.
In accordance with Article I,Section 3.4,it will be necessary for the Parties to have met
and agreed on trunking availability and requirements in order for the Parties to beginexchangeoftraffic.
2.4.1 Switching Center Trunking.The Parties agree to establish trunk groups ofsufficientcapacityfromtheinterconnectingfacilitiessuchthattrunkingisavailabletoanyswitchingcenterdesignatedbyeitherPady,including endoffices,tandems,911 routing switches,and directory assistanceloperator serviceswitches.The Parties will mutually agree where one-way or two-way trunking will
be available.The Parties may use two-way trunks for delivery of Local Traffic oreitherPartymayelecttoprovisionitsownone-way trunks for delivery of LocalTraffictotheotherPady.If a Party elects to provision its own one-way trunks,that Party will be responsible for its own expenses associated with the trunks.
SPRINT and VERIZON shall,where applicable,make reciprocally available,bymutualagreement,the required trunk groups to handle different traffic types.SPRINT and VERIZON will support the provisioning of trunk groups that carrycombinedorseparateLocalTraffic,intraLATA toll and optional EAS traffic.Sprint
will establish separate trunk groups,to the extent Sprint subtends a VERIZON
access tandem,for the routing of exchange access traffic used to provide
Switched Access Sentice to IXCs.To the extent SPRINT desires to have anyIXCsoriginateorterminateswitchedaccesstraffictoorfromSPRINT,usingjointlyprovidedswitchedaccessfacilitiesroutedthroughaVERIZONaccess
251/252 FINAL AGREEMENT 47
tandem,it is the responsibility of SPRINT to arrange for such IXC to issue anAccessSemiceRequest("ASR")to VERIZON to direct VERIZON to route thetraffic.If VERIZON does not receive an ASR from the IXC,VERIZON will initiallyroutetheswitchedaccesstrafficbetweentheIXCandSPRINT.If the IXCsubsequentlyindicatesthatitdoesnotwantthetrafficroutedtoorfromSPRINT,VERIZON will not route the traffic.
2.4.1.1 Notwithstanding Section 2.1 of this Attachment,each Party agrees toinitiallyroutetrafficonlyovertheproperjurisdictionaltrunkgroup,asfollows:
a)originating traffic destined for the Sprint Operator Semices platform (e.g.,00-.1010333 or other Sprint routed CIC plus "0"to reach the Sprint operator)willberoutedtoSprintoverneworexistingSprintaccesstrunks,as leased fromVERIZONbySprintpursuanttothetermsofVERIZONaccesstariff(s).
b)VERIZON originated traffic destined to a Sprint Customer (e.g.,7 or 10 digitdialed)will be routed to Sprint over local interconnection trunks.
c)Sprint originated traffic destined to a VERIZON Customer (e.g.,7 or 10 digitdialed)will be routed to VERIZON over local interconnection trunks.ThistrafficmayincludelocaltrafficterminatedtoVERIZONfromaSprintOperatorServicesplatform.
d)Sprint originated traffic routed to an interexchange carrier (e.g.,1+Toll)connected at a VERIZON access tandem will be routed to VERIZON overaccessinterconnectiontrunks.
e)Toll traffic routed to Sprint from an interexchange carrier connected at aVERIZONtandem(e.g.,terminating toll)will be routed to Sprint over accessinterconnectiontrunks.
While the initial trunking will be as specified above,the Parties may agree toadditionaltrunkgroups,or a combination of trunk groups.
2.4.1.2 Each Party shall only deliver traffic over the local interconnection trunkgroupstotheotherParty's tandem for those publicly-dialable NXX Codessentedbyendofficesthatdirectlysubtendthetandemortothosewirelessserviceprovidersthatdirectlysubtendthetandem.
2.4.1.3 Neither Party shall route Switched Access Service traffic over localinterconnectiontrunks,or Local Traffic over Switched Access Senricetrunks.
2.4.2 Tandem Trunking-interconnectionat the Tandem for Local,InterLATA Toll,and/or intraLATA Toll Traffic
2.4.2.1 Single Tandem LATAs.Where VERIZON has a single Tandem in aLATA,IntraLATA Toll,and/or Local Traffic may be segregated onseparateinterconnectiontrunkgroups,or combined on a singleinterconnectiontrunkgroup,as specified in Section 2.4.1,for callsdestinedtoorfromallendofficesandNXX's which subtend VERIZON'standem.This trunk group shall be two-way,unless the Parties mutuallyagreetoone-way,and will utilize Signaling System 7 (SS7)signaling,where available.
251/252 FINAL AGREEMENT 48
2.4.2.2 le Tandem LATAs.Where VERIZON has more than one TandeminaLATA,IntraLATA Toll,and/or Local Traffic may be segregated onseparateinterconnectiontrunkgroups,or may be combined on a singleinterconnectiontrunkgroup,as specified in Section 2.4.1,at ever/VERIZON tandem to terminate calls destined to or from all end offices
and NXX's which subtend each tandem.
At Sprint's option,pursuant to Section 2.3.2 of this Attachment,suchinterconnectiontrunkgroupsmayinterconnectatonlyoneoftheVERIZONTandemsintheLATA.In such case SPRINT may establishadditionalroutingpointsthroughtheestablishmentoftrunkgroupsprovisionedoverdedicatedfacilitiesbetweentheIPandadditionalVERIZONswitches.SPRINT agrees to pay the appropriate facilities,switching,transport,and end-office termination charges to compensateVERIZONforterminatingcallstoallVERIZONsubscribersinthatLATA.
2.4.3 End-Office Trunking.When SPRINT elects to order additional trunks usingstandardindustryengineeringprinciples,based on forecasted or actual traffic atSPRINT's average busy season,and there is a DS1 wodh of traffic (512 CCS)between SPRINT and a VERIZON end office,the ordered trunks will be directtrunkstoVERIZON's end office.To the extent that SPRINT has established aCollocationarrangementataVERIZONendofficelocation,and has available
capacity,the Parties agree that SPRINT shall provide two-way direct trunk
facilities,when required,from that end office to SPRINT's switch.
2.4.4 Overflow Trunking.Sprint shall overflow traffic at parity with how VERIZONoverflowsitsowntraffic.
2.5 Indirect Network Interconnection.
The Parties agree that to the extent they exchange traffic through a third party's tandem,compensation arrangements will be established between the Parties in accordance with
Section 5.4 below.
2.6 Numoer Portability (NP).
2.6.1 Interim Number Portability (lNP).Each Party shall provide the other Party withserviceprovidernumberportabilityasanINPoptionforthepurposeofallowingCustomerstochangeservice-providing Party without changing their telephonenumber.The Parties shall provide service provider number portability to eachotherusingremotecallforwarding("RCF")and/or direct inward dialing-("DID").
The requesting Party will provide "forward to"telephone number that is within the
same Wire Center.The VERIZON rates for INP semice using RCF are set out in
Appendix B attached to this Attachment and made a part of this Agreement.
SPRINT shall provide INP to VERIZON at the rates specified for SPRINT inAppendixB.
2.6.2 If a Party wishes to use DID to provide INP to its Customers,a dedicated trunkgroupisrequiredbetweentheVERIZONendofficewheretheDIDnumbersare
served into the SPRINT switch.If there are no existing facilities between
VERIZON and the SPRINT,the dedicated facilities and transport trunks will be
provisioned as unbundled service using the ASR provisioning process.The
requesting Party will reroute the DID numbers to the pre-positioned trunk group
using a Local Service Request ("LSR").SPRINT may purchase DID trunk
service from VERIZON's tariff.
251/252 FINAL AGREEMENT 49
2.6.3 Local Number PortahilitySNPl.The Parties agree that they shall develop anddeployLNPinaccordancewiththeAct,such binding FCC and state mandates,and industry standards,as may be applicable.
2.6.3.1 The Parties agree that all INP accounts will be conveded to LNP within areasonableperiodoftimeaftertheconversionofanINPprovidingswitchtocommerciallyavailableLNP,and that a reasonable period of time isninety(90)calendar days unless otherwise negotiated.
2.6.3.2 New requests for INP will not be allowed in a switch once LNP has beendeployedinthatswitch.
2.6.3.3 When SPRINT ports a telephone number to a SPRINT switch,SPRINTwillorderaccessinterconnectiontrunkstotheaccesstandemwhichtheNPA/NXX of the ported number subtends for terminating feature group Dswitchedaccesstraffic,as shown in the LERG.
2.7 Meet-Point Billing (MPB).The Parties may mutually establish MPB arrangements inordertoprovideSwitchedAccessServicestoAccessServiceCustomersviaaVERIZONaccesstandeminaccordancewiththeMPBguidelinesadoptedbyandcontainedintheOrderingandBillingForum's MECAB and MECOD documents,except as modified hereinandasdescribedinSection5.4.4 for INP.
2.7.1 VERIZON shall permit and enable SPRINT to sub-tend the VERIZON accesstandem(s)nearest to the SPRINT Rating Point(s)associated with the NPA-NXX(s)tolfrom which the Switched Access Services are homed.In instances oftrunkportcapacitylimitationatagivenaccesstandem,VERIZON will provisiontrunkportstoSPRINTinthesamemannerinwhichitprovisionstrunkportstoitself.SPRINT shall be allowed to subtend the next-nearest VERIZON accesstandeminwhichsufficienttrunkportcapacityisavailable.
3.Operations Matters.
3.1 Service Ordering.
SPRINT initiates orders to establish,add,change or disconnect trunk-sideinterconnectionsenticesbysendinganASRtoVERIZON.SPRINT should submit ASRstoVERIZONthroughon-line applications or electronic files.SPRINT will order servicesforINPandLNPbysendingaLSRtoVERIZON.SPRINT should submit LSRs toVERIZONthroughanelectronicinterfaceorviafacsimile(fax).The ordering process isdescribedintheGTEGuide.The ASR and/or LSR will be reviewed by VERIZON forvalidationandcorrectionoferrors.Errors will be referred back to SPRINT.SPRINT thenwillcorrectanyerrorsthatVERIZONhasidentifiedandresubmittherequesttoVERIZONelectronicallythroughasupplementalASR/LSR.
In instances where VERIZON initiates a sentice order to Sprint for interconnectionfacilitiesortrunks,until such time as VERIZON is capable of initiating such orderselectronically,VERIZON will complete the necessary fields on the ASR and transmit theordertoSprintviaFAX.The ASR will be reviewed by Sprint,and any errors will bereferredbacktoVERIZON.
251/252 FINAL AGREEMENT 50
3.2 Trunk Provisioninq.
3.2.1 Trunk Connections.Reciprocal traffic exchange arrangement trunk connections
shall be made at a DS1 or multiple DS-1 level,DS-3,or where technically
available,Synchronous Optical Network ("SONET"),and shall be jointly-
engineered to the appropriate industry grade of service standard such that the
overall probability of call blockage does not exceed 8.01.
3.2.2 Grooming.SPRINT and VERIZON agree to use diligent efforts to develop and
agree on a Joint Interconnection Grooming Plan prescribing standards to ensure
that the reciprocal traffic exchange arrangement trunk groups are maintained at
the appropriate industry grades of service standard 8.01,overall.Such plan
shall also include mutually-agreed upon default standards for the configuration of
all segregated trunk groups.
3.2.3 Signaling.SS7 Common Channel Signaling will be used to the extent that such
technology is available.If SS7 is not available,Multi-Frequency Signaling (MF)
will be used as specified.
3.2.4 ESF Facilities.The Parties agree to offer and provide to each other B8ZS
Extended Superframe Format (ESF)facilities,where available,capable of voice
and data traffic transmission.
3.2.5 64kbps Channel.The Parties will support intercompany 64kbps clear channel
where available.
3.3 Toll Free Code Traffic (800,888,etc.)
3.3.1 If Sprint chooses VERIZON to handle toll free code database queries from
Sprint's central office switches,all Sprint originating toll free code service queries
will be routed over the interconnecting trunk group.This traffic will include a
combination of both Interexchange Carrier toll free code service and LEC toll free
code senlice that will be identified and segregated by carrier through the
database query handled through the VERIZON tandem switch.
3.3.2 Sprint may handle its own toll free code database queries from its switch.If so,
Sprint will determine the nature (exchange carrier or IXC 800 sentice provider)of
the toll free code call based on the response from the database.If the query
determines that the toll free service provider is an exchange carrier,Sprint will
rout the post-quenj ten-digit local number to VERIZON over the intra-LATAILocal
trunk group.If the query reveals the toll free service provider is an IXC,Sprint
will route the post-query call (toll free code number)directly from its sviitch for
carriers interconnected with its network or over the Access Toll Connecting group
to carriers not directly connected to its network but are connected to VERIZON's
access tandem.
3.4 High Volume Call-In Network
3.4.1 A separate High Volume Call In-Local Interconnection (HVCl-Ll)trunk group may
be provisioned between Sprint's end office(s)and VERIZON's LERG-designated
High Volume Call-In tandem(s)or High Volume Call-In Serving Office(s)for each
of VERIZON's Mass Calling NPA-NXX(s)in a LATA or,alternatively,between
Sprint's tandem and VERIZON's LERG-designated HVCI tandem(s)or HVCI
Serving Office(s).This HVCl-Ll trunk group shall be designed and built as one-
way (Sprint Central Office-to-VERIZON tandem)only and shalf use SS7
251/252 FINAL AGREEMENT 51
signaling.As the HVCl-LI trunk group is designed to block all excessive attemptstowardHVCl/Mass Calling NXXs,it is necessarily exempt from the one percentblockingstandarddescribedelsewhereforotherfinalLocalInterconnectionTrunkGroups.Sprint may use call-gapping and soflware designed networks tocontrolcongestioninthemasscallingnetwork.
It is recommended that this group be sized as follows:
Number of Access Lines Served Number of HVCl-LI Trunks
O --5,000 2
5,001 -25,000 3
25,001 -50,000 4
50,001 -75,000 5
75,000+6 Maximum
3.4.2 All applicable compensation arrangements described elsewhere for LocalInterconnectionTrunks/Trunk Groups and terminating access shall apply toHVCl-Ll Trunks/Trunk Groups and traffic.
3.4.3 Should Sprint assign a Mass Calling code and establish an HVCl-Ll interface for
traffic destined to its HVCI central office(s),VERIZON shall establish reciprocal
mass calling trunks to Sprint subject to the requirements set forth in this Section.Sprint has the option of call gapping or trunking in a specific tandem for gapping
by VERIZON.
3.4.4 Where VERIZON and Sprint both provide HVCl-Ll trunking,both Parties'HVCl-Li
trunks may ride the same DS-1.MF and SS7 trunk groups shall not be provided
within a DS-1 facility;a separate DS-1 per signaling type must be used.
3.5 Trunk Forecasting.
3.5.1 Joint Forecasting.The Parties will developjoint forecasting of trunk groups in
accordance with Article l,Section 3.3.Intercompany forecast information must
be provided by the Parties to each other twice a year.The semi-annual forecasts
will include:
3.5.1.1 yearly forecasted trunk quantities for no less than a two-year period
(current year,plus one year);and
3.5.1.2 the use of (i)CLClMSG codes,which are described in Telcordia
Technologies document BR 795-100-100;(ii)circuit identifier codes as
described in BR 795-400-100;and (iii)Trunk Group Serial Number
(TGSN)as described in BR 751-100-195.
3.5.2 Major Network Projects.Description of major network projects that affect the
other Party will be provided with the semi-annual forecasts provided pursuant to
Section 3.3.1.Major network projects include but are not limited to trunking or
network rearrangements,shifts in anticipated traffic patterns,or other activities by
either Party that are reflected by a significant increase or decrease in trunking
demand for the following forecasting period.
251/252 FINAL AGREEMENT 52
3.5.3 Forecast Reviews.Parties will meet to revicw and reconcile their forecasts iftheirrespectiveforecastsdiffersignificantlyfromoneanother.
3.5.4 Trunk Facility Underutilization.At least once a yerr the Parties shall e×changetrunkgroupmeasurementreportsfortrunkgroupsterminatingtotheotherParty's network.In addition and fr on i time to time,each Party will determine therequiredtrunksforeachoftheotherParty's trunk groups from the previous 12monthsservicingdata.Required trunks will be based on the appropriate gradeofservicestandard(B.01 (end office)or B.005 (tandem))or the JointInterconnectionGroomingPlanreferencedinSection3.2.2.When a condition of
excess capacity is identified,VERIZON will facilitate a review of the trunk groupexistingandnearterm(3 to 6 months)traffic requirements with the Customer forpossiblenetworkefficiencyadjustment.
3.6 Network Redesigns Initiated by VERIZON.
VERIZON will not charge SPRINT when VERIZON initiates its own network
redesigns/reconfigurations.
3.7 Routing Points.
When SPRINT submits an ASR requesting trunks for the exchange of SPRINT traffic,the
ASR must reflect the NPA/NXX(s)associated with the trunks being ordered.UnlessspecifiedontheAdditionalNXXCodeOpeningform,subsequent NXXs of SPRINT will
be routed in the same manner as the initial NXXs.
3.8 Common Channel Signaling.
3.8.1 Service Description.The Parties will provide Common Channel Signaling (CCS)
to one another via SS7 network interconnection,where and as available,in the
manner specified in FCC Order 95-187,in conjunction with all traffic exchange
trunk groups.SS7 signaling and transport sentices shall be provided byVERIZONinaccordancewiththetermsandconditionsofthisSection3.6.The
Parties will cooperate on the exchange of all appropriate SS7 messages for local
and intraLATA call set-up signaling,including ISDN User Part ("lSUP")and
Transaction Capabilities Application Part ("TCAP")messages to facilitate full
interoperability of all CLASS Features and functions between their respective
networks.Any other SS7 message services to be provided using TCAP
messages (such as database queries)will be jointly negotiated and agreed upon.
3.8.2 Signaling Parameters.All SS7 signaling parameters will be provided in
conjunction with traffic exchange trunk groups,where and as available.These
parameters include Automatic Number Identification ("ANI"),Calling Party
Number ("CPN"),Privacy Indicator,calling party categony information,originating
line information,charge number,etc.Also included are all parameters relating to
network signaling information,such as Carrier Information Parameter ("CIP"),
wherever such information is needed for call routing or billing.VERIZON will
provide SS7 via GR-394-SS7 and/or GR-317-SS7 format(s).
3.8.3 Privacy Indicators.Each Party will honor all privacy indicators as required under
applicable law.
3.8.4 Connection Through Signal Transfer Point (STP).SPRINT must interconnect
with the VERIZON STP(s)serving the LATA in which the traffic exchange trunk
groups are interconnected.Additionally,all interconnection to VERIZON's
251/252 FINAL AGREEMENT 53
800/888 database and VERIZON's Line Information Data Base (LlDB)shall,consistent with this section,take place only through appropriate Sl P pairs.
3.8.5 Third Party Signaling Providers.SPRINT may choose a third-party SS7 signaling
provider to transport messages to and from the VERIZON SS7 network.In that
event,that third party provider must present a letter of agency to VERIZON,prior
to the testing of the interconnection,authorizing the third party to act on behalf of
SPRINT in transporting SS7 messages to and from VERIZON.The third-party
provider must interconnect with the VERIZON STP(s)serving the LATA in which
the traffic exchange trunk groups are interconnected.
3.8.6 MultiFrequency Signaling.In the case where CCS is not available,in band Multi-
Frequency (MF),wink start,and E &M channel associated signaling with ANI will
be provided by the Parties.Network signaling information,such as CIC/OZZ,will
be provided wherever such information is needed for call routing or billing.
3.9 Network Management Controls.
Each Party shall provide a 24-hour contact number for Network Traffic Management
issues to the other's network surveillance management center.A fax number must also
be provided to facilitate event notifications for planned mass calling events.Additionally,
both Parties agree that they shall work cooperatively that all such events shall attempt to
be conducted in such a manner as to avoid degradation or loss of senlice to other
Customers.Each Party shall maintain the capability of respectively implementing basic
protective controls such as "Cancel To"and "Call Gap."
4.Technical/Regulatory Requirements and Restrictions.
4.1 Interconnection Calling Scopes.
4.1.1 VERIZON Tandem Interconnection calling scope (terminating usage from
SPRINT)is to those VERIZON end offices which subtend the VERIZON tandem
to which the connection is made e×cept as provided for in Section 4.2.
4.1.2 VERIZON End Office Interconnection calling scope (terminating usage from
SPRINT)is only to the end office and its remotes to which the connection is
made.
4.2 Inter-Tandem Switching.
The Parties will only use inter-tandem switching for the transport and termination of Local
Traffic,Optional EAS and IntraLATA Toll originating on each other's network at and after
such time as the Parties have agreed to and fully implemented generally accepted
industry signaling standards and Automated Message Accounting ("AMA")record
standards which shall support the recognition of multiple tandem switching events.
4.3 Number Resources.
4.3.1 Number Assignment.Nothing in this Agreement shall be construed to,in any
manner,limit or otherwise adversely impact SPRINT's right to employ or to
request and be assigned any NANP number resources including,but not limited
to,Central Office (NXX)Codes pursuant to the Central Office Code Assignment
Guidelines.Any request for numbering resources by SPRINT shall be made
directly to the NANP Number Plan Administrator.The Parties agree that
disputes arising from numbering assignment shall be resolved by the NANP
251/252 FINAL AGREEMENT 54
Number Plan Administrator.SPRINT shall not request number resources to be
assigned to any VERIZON switching entity.
4.3.2 Numbering/Dialing Arrangement Changes.Each Party shall be responsible for
notifying its Customers of any changes in numbering or dialing arrangements to
include changes such as the introduction of new NPAs or new NXX codes.Each
Party is responsible for administering NXX codes assigned to it.
4.4 Rate Centers.
For purposes of compensation between the Parties and the ability of the Parties to
appropriately apply their toll rates to their end-user Customers,SPRINT shall adopt the
Rate Center areas and Rate Center points that the Commission has approved,and shall
assign whole NPA-NXX codes to each Rate Center within which SPRINT is providing
Local Exchange Service,or as othenvise allowed by NANP guidelines.
4.5 Code and Numbers Administration.
The Parties will comply with code administration requirements as prescribed by the FCC,
the Commission,and accepted industry guidelines.
4.6 Programming Switches.
It shall be the responsibility of each Party to program and update its own switches and
network systems pursuant to information provided on ASRs as well as the Local
Exchange Routing Guide ("LERG")to recognize and route traffic to the other Party's
assigned NXX codes.Neither Party shall impose any fees or charges whatsoever on the
other Party for such activities.
4.7 Maintenance of Tariffs.
SPRINT and VERIZON will use diligent efforts,individually and collectively,to maintain
provisions in their respective federal and state access tariffs,and/or provisions within the
National Exchange Carrier Association (NECA)Tariff No.4,or any successor tariff,
sufficient to reflect any Meet-Point Billing arrangement between the Padies entered into
pursuant to this Agreement,including MPB percentages.
5.Financial Matters.
5.1 Rates and Charges.
Sprint agrees to pay to VERIZON the rates and charges for the Services set forth in the
applicable appendices to this Attachment,which constitutes part of this Agreement.
VERIZON's rates and charges for transport and termination of traffic are set forth in
Appendix A.VERIZON's rates and charges for INP using RCF are set forth in Appendix
B.VERIZON agrees to pay to Sprint these same rates and charges for the Services set
forth in the applicable appendices,or to pay a separate set of cost-based rates and
charges for local reciprocally compensated traffic pursuant to 47 C.F.R.§51.711.
Should Sprint file cost studies to establish cost based rates for termination of local traffic,
Sprint shall provide Notice to VERIZON of such filing.Once a State Commission has
approved a cost based traffic termination rate for Sprint,Sprint may provide Notice to
VERIZON requesting the Parties negotiate to amend this agreement to incorporate
Sprint's cost based rate.If the Parties are unable to agree upon an amendment within 90
days of such notice (or a longer period of time as agreed),either Party shall have the
right to arbitrate the issue before the State Commission.
251/252 FINAL AGREEMENT .55
5.2 Billing.
The providing Party shall render to receiving Party a bill for interconnection services on a
current basis.Charges for physical facilities and other non-usage sensitive charges shall
be billed in advance,except for charges and credits associated with the initial or final
bills.Usage sensitive charges,such as charges for termination of Local Traffic,shall be
billed in arrears.
5.3 Billing Specifications.
The Parties agree that billing requirements and outputs will be consistent with the
Telcordia Technologies Billing Output Specifications (BOS).
5.3.1 Usage measurement for calls shall begin when Answer Supervision or equivalent
SS7 message is received from the terminating office and shall end at the time of
call disconnect by the calling or called subscriber,whichever occurs first.
5.3.2 Minutes of use ("MOU"),or fractions thereof,shall not be rounded upward on a
per-call basis,but will be accumulated over the billing period.At the end of the
billing period,any remaining fraction shall be rounded up to the nearest whole
minute to arrive at total billable minutes for each interconnection.MOU shall be
collected and measured in minutes,seconds,and tenths of seconds.
5.3.3 In the event detailed billing records are not available (e.g.indirect
interconnection),summary billing reports may be utilized.
5.4 Compensation For Exchange Of Traffic.
5.4.1 Mutual Compensation.The Parties shall compensate each other for the
exchange of Local Traffic originated by or terminating to the Parties'Customers
in accordance with Section 5.4.3.Charges for the transport and termination of
optional EAS,intraLATA toll and interexchange traffic shall be in accordance with
the Parties'respective intrastate or interstate access tariffs,as appropriate.
5.4.1.1 For purposes of reciprocal compensation,this Agreement recognizes
that unless and until the Commission rules differently in Docket No.00-
02-005,traffic originated by and passed to Internet Service Providers
(lŠPs),i.e.,internet traffic,shall not be treated as Local Traffic and,
therefore,shall not be subject to reciprocal compensation.
5.4.2 PLU Factors.If required,SPRINT and VERIZON will reciprocally provide
Percent Local Usage ("PLU")factors to each other on a semi-annual basis to
identify the proper percent of Local Traffic carried on local interconnection trunks.
PLU's shall be reported in whole numbers only.If either Party does not provide
to the other Party an updated PLU,the previous PLU will be utilized.The Parties
agree to the initial PLU factor as set forth in Appendix A.
5.4.3 Bill-and-Keep.The Parties shall assume that Local Traffic originated by or
terminating to the Parties'Customers is roughly balanced between the Parties
unless traffic studies indicate otherwise.Accordingly,the Parties agree to use a
Bill-and-Keep Arrangement with respect to termination of Local Traffic only.
Either Party may request,pursuant to Article ll,Section 5.1.1,that a traffic study
be performed no more frequently than once a quarter.Should such traffic study
indicate,in the aggregate,that either Party is terminating more than sixty (60)
percent of the Parties'total terminated minutes for Local Traffic,either Party may
251/252 FINALAGREEMENT 56
notify the other that mutual compensation will commence on a going forward
basis pursuant to the rates set forth in Appendix A and following such notice it
shall begin and continue for the duration of the Term of this Agreement unless
othenuise agreed.Nothing in Section 5.4 shall be interpreted to (i)change
compensation set forth in this Agreement for traffic or sentices other than Local
Traffic,including but not limited to internetwork facilities,access traffic or wireless
traffic,or (ii)allow either Party to aggregate traffic other than Local Traffic for the
purpose of compensation under the Bill-and-Keep Arrangement described in this
Section.
5.4.4 Compensation for Terminating Access Charges on Calls to Ported Numbers viaRCF.The Parties agree that a meet point billing arrangement will be used to bill
for terminating switched access charges associated with calls terminated to a
ported number.Each Pady will bill the IXCs applicable switched access rate
elements for functions provided over each respective Party's facilities.The
Parties will follow any industry standards established for call record exchanges
for meet point billing.Until industry standards for call record exchanges are
established for interim number portability,the Parties agree that switched access
termination to a ported number will be billed by the Party providing interim
number portability and that the Party billing the switched access will share the
switched access revenue with the other Party.The Party providing interim
number portability is entitled to keep the portion of collected access revenue
associated with tandem switching,transport,and residualltransport
interconnection charge rate elements,as applicable.The Party terminating
ported calls is entitled to receive the portion of collected access revenue
associated with the end office switching rate elements.As part of this revenue
sharing arrangement,the Parties agree to compensate each other as specified in
Appendix B.
5.4.4.1 As part of the revenue sharing arrangement described in Section 5.4.4
the number of lines per ported number that are subject to compensation
will be determined at the time the Customer's local service is changed
from one Party to the other.The number of lines per ported number
eligible for the shared revenue arrangement described in this section will
be limited to the number of lines in service on the date of conversion plus
a 10%growth margin.After conversion the number of lines per ported
number available for compensation can only be increased by mutual
consent of the Parties.
5.4.4.2 As part of the revenue sharing arrangement described in Section 5.4.4
the Parties agree that the compensation rates may change as a result of
changes in access rates,traffic volume or for other reasons and agree to
renegotiate the rates if a significant event occurs.At a minimuni,the
Parties agree to reevaluate the rates on an annual basis.
5.4.4.3 The Parties agree that terminating switched access calls ported via
interim number portability may appear to the receiving Party to be a local
call and that the implementation of reciprocal compensation for
terminating local calls may result in overcompensation for ported
switched access calls.The Parties agree that no charges shall be
applied to the ported switched access calls as part of the local traffic
termination.When the access revenue sharing arrangement described
in Section 5.4.4 is in effect,the Parties agree to renegotiate the
terminating shared access compensation rates if reciprocal
compensation for local calls is implemented.
251/252 FINALAGREEMENT 57
5.4.4.4 As part of the revenue sharing arrangement described in Section 5.4.4
the Party receiving the payments on a per line per month basis agrees toprovidethefollowinginformationonitsinvoice;name of the end user
accounts;the ported telephone numbers;the telephone numbers
assigned to the lines in its switch;the INP methods used;class of
service;and dates of initial installation and disconnects.
5.4.4.5 Upon implementation of permanent local number portability,the Parties
agree to transition all interim number portability Customers and their
sentices to permanent local number portability methods within a mutuallyagreedupontimeframeanddiscontinueuseoffurtherinterimmethods
of number portability.
5.5 Tandem Switched Traffic.
The Parties will provide tandem switching for traffic between the Parties'end offices
subtending each other's tandem,as well as for traffic between either Party's end-users
and any third party which is interconnected to the other Party's tandem as follows:
5.5.1 Compensation Arrangements.
Sprint as the originating Party will compensate VERIZON as the tandem Party for
each minute of originated tandem switched traffic which terminates to third party
(e.g.,other CLEC,ILEC,or wireless service provider).The applicable rate for
this charge is the tandem transiting charge identified in Appendix A.
VERIZON as the originating Party will compensate Sprint as the tandem Party for
each minute of originated tandem switched traffic which terminates to third party
(e.g.,other CLEC,ILEC,or wireless sentice provider).The applicable rate for
this charge is the tandem transiting charge identified in Appendix A,or Sprint's
cost based rate as provided for in Section 5.1.
The originating Party also assumes responsibility for compensation to the
company which terminates the call.Neither the terminating Party nor the tandem
provider will be required to function as a billing intermedianj,e.g.,clearing house.
5.5.2 Third-Party Providers.The Parties agree to enter into their own agreements with
third-party providers.In the event that one Party originates traffic that transits the
second Party's network to reach a third-party provider with whom the originating
Party does not have a traffic interexchange agreement,then the originating Party
will indemnify the second Party against any and all charges rendered by a third-
party provider for such traffic,including any termination charges related to such
traffic and attorneys fees and expenses.
5.6 Compensation for Internetwork Facilities.
The Parties agree to the following compensation for internetwork facilities,depending on
facility type.Only Local Traffic and IntraLATA Toll Traffic will be used for calculation of
this compensation.
5.6.1 Mid-Span Fiber Meet.VERIZON will charge special access (flat rated)transport
from the applicable intrastate access tariff and will rate charges between the IP
and VERIZON's interconnection switch.Subject to mutual agreement of the
Parties,the Parties may agree to interconnect utilizing alternative interconnection
arrangements,e.g.,Optical Networking or MetroLAN.DS1 facility charges will
251/252 FINAL AGREEMENT 58
be reduced to reflect the proportionate share of the facility that is used fortransportofLocalTrafficoriginatedbyVERIZON.The initial proportionate sharefactorforfacilitiesissetforthinAppendixA.This factor will be updated quarterly
in like manner or as the Parties otherwise agree.SPRINT will charge flat rated
transport (i.e.non-usage sensitive)to VERIZON for SPRINT facilities used by
VERIZON at tariffed rates or as mutually agreed.SPRINT will apply charges
based on the lesser of;(i)the airline mileage from the IP to the SPRINT switch;
or (ii)the airline mileage from the VERIZON switch to the serving area boundary.
5.6.2 Collocation.VERIZON will charge EIS/Collocation rates from the applicableVERIZONtariff,unless othePNÍSe specified in this Agreement.SPRINT willchargeVERIZONflatratedtransportattariffedratesorasmutuallyagreed,toreflecttheproportionateshareofthefacilitythatisusedfortransportofLocalTrafficoriginatedbyVERIZON.SPRINT will apply charges based on the lesserof(i)the airline mileage from the IP to the SPRINT switch;or (ii)two (2)times the
airline mileage from the VERIZON switch to the serving area boundanj.
5.6.3 Special Access.VERIZON will charge special access rates from the applicable
VERIZON intrastate access tariff.DS1 charges will be reduced to reflect the
proportionate share of the facility that is used for transport of Local Traffic
originated by VERIZON.The Parties will negotiate an initial factor representative
of the proportionate share of the facilities.This factor will be updated quarterly in
like manner or as the Parties othenNiSe agree.Subject to mutual agreement of
the Parties,the Parties may agree to interconnect utilizing alternative
interconnection arrangements,e.g.,Optical Networking or MetroLAN.
5.7 Meet-Point Billing (MPB)and Exchange Access Service.
5.7.1 Billing.As detailed in the MECAB document,SPRINT and VERIZON will,in a
timely fashion,exchange all information necessary to accurately,reliably and
promptly bill Access Service Customers for Switched Access Services traffic
jointly handled by SPRINT and VERIZON via the meet-point arrangement.
Information shall be exchanged in Exchange Message Interface ("EMI")format,
on magnetic tape or via a mutually acceptable Electronic File Transfer protocol.
5.7.1.1 SPRINT and VERIZON will exchange all information necessary to enable
each Party to transmit usage data to the other Party.Subsequent to the
e×change of transmission information,the tandem Party,as the
subsequent billing company (SBC),will provide the end office Party,as
the initial billing company (IBC),detailed Exchange Access usage data
(EMI Category 11-01)within thirty (30)calendar days of the end of the
billing period.The IBC will perform its responsibilities as defined by
MECAB,and will provide to the SBC summary usage data (EM1
Category 11-50)within ninety (90)calendar days of the detail recording,
or within ten (10)business days after the date that the IBC renders a bill
to the IXC(s),whichever date is sooner.
5.7.1.2 SPRINT and VERIZON shall work cooperatively to coordinate rendering
of Meet-Point bills to Customers,and shall reciprocally provide each
other usage data and related information at the appropriate charge.
5.7.2 Compensation.Initially,billing to Access Service Customers for the Switched
Access Services jointly provided by SPRINT and VERIZON via the MPB
arrangement shall be according to the multiple-bill method as described in the
MECAB guidelines.This means each Party will bill the Access Service Customer
for the portion of sentice it provided at the appropriate tariff,or price list.
251/252 FINAL AGREEMENT 59
Súbsequently,SPRINT and VERIZON may mutually agree to implement one ofthefollowingoptionsforbillingtothirdpartiesfortheSwitchedAccessServicesjointlyprovidedbySPRINTandVERIZONviatheMPBarrangement:single-bill/single tariff method;single-bill/multiple tariff method;or to continue themultiple-bill method.Should either Party prefer to change among these billingmethods,that Party shall notify the other Party of such a request in writing,ninety(90)Business Days in advance of the date on which such change is desired tobeimplemented.Such changes then may be made in accordance with MECABguidelinesand,if the Parties mutually agree,the change will be made.
251/252 FINAL AGREEMENT 60
APPENDIX A TO THÈNTERCONNECTIONATTACHMENT
RATES AND CHÀRGES FoFt TRÃÑ5PORT AND TERMINATION OF TRAFFIC
General.The rates contained in this Appendix A are the rates as defined in the InterconnectionAttachmentandaresubjecttochangeresultingfromfutureCommissionorotherproceedings,including
but not limited to any generic proceeding to determine VERIZON's unrecovered costs (e.g.,historic costs
contribution,undepreciated reserve deficiency,or similar unrecovered VERIZON costs (including
VERIZON's interim Universal Service Support Surcharge)),the establishment of a competitively neutraluniversalsenticesystem,or any appeal or other litigation.
Each Party will bill the other Party as appropriate:
A.The Local Interconnection rate element that applies to Local Traffic on a minute of use
basis that each Party switches for termination purposes at its wire centers.The local
interconnection rate is:$0.0068413.
B.The Tandem Switching rate element that applies to tandem routed Local Traffic on a
minute of use basis.The tandem switching rate is:$0.0048870
C.The Common Transport Facility rate element that applies to tandem routed Local Traffic
on a per minutelper mile basis.The Common Transport Facility rate is
VERIZON AT&T Arbitrated
30.0000266 $0.0000155
D.The Common Transport Termination element that applies to tandem routed Local Traffic
on a per minutelper termination basis.The Common Transport Termination rate is
VERIZON AT&T Arbitrated
$0.0002092 $0.0002047
E.The Tandem Transiting Charge is comprised of the following rate elements:
VERIZON AT&T
Arb.
Tandem Switching:=$0.0048870 N/A
Tandem Transport (10 mile average):10 x $0.0000266 =$0.0002660 $0.000155
Transport Termination (2 Terminations):2 x $0.0002092 =$0.0004184 $0.0004094
Transiting Charge:=$0.0055714 $0.005451
F.Initial Factors:
1.PLU 95%
2.Initial Proportionate Share Factor 50%
3.Exempt Factor 5%
251/252 FINALAGREEMENT 61
APPENDIX B TO THE IWTEF:Cf ífDTION ATTACHMENTRATESANDCHARGESFORINTFRIKNUldiblRPORTABILITYUSING RCF
General.The rates contained in this AppendixB are as defined in the Interconnection Attachment,andaresubjecttochangeresultingfromfutureCommissionorotherproceedings,including but not limited toanygenericproceedingtodetermineVERIZON's unrecovered costs (e.g.,historic costs,contribution,undepreciated reserve deficiency,or similar unrecovered VERIZON costs (including VERIZON's interimUniversalServiceSupportSurcharge)),the establishment of a competitively neutral universal senticesystem,or any appeal or other litigation.
Interim Number Portability
VERIZON AT&T
Remote Call Forwarding (linelmonth)$3.00 2.73
Non-Recurring Charges (NRCs)for Interim Number Portability
Pre-ordering
CLEC Account Establishment Per CLEC $269.00
Ordering and Provisioning
Initial Service Order $37.45SubsequentSenticeOrder$28.23ManualOrderingCharge$11.51
Custom Handling (Applicable to both INP and LNP)
Service Order Expedite $5.58CoordinatedConversion$21.25HotCoordinatedConversionFirstHour$37.07HotCoordinatedConversionPerAdditionalQuarterHour$8.57
Application of NRCs
Pre-ordering:
CLEC Account Establishment is a one-time charge applied the first time that SPRINT orders anysenricefromthisAgreement.
Ordering and Provisioning:
Initial Service Order (ISO)applies per Local Service Request (LSR)if not apart of a UnbundledNetworkElement(UNE)ISO.
Subsequent Service Order applies per LSR for modifications to an existing LNP service.
Manual Ordering Charge applies to orders that require VERIZON to manually enter SPRINT'sorderintoVERIZON's Secure integrated Gateway System (SIGS),e.g.faxed orders and orderssentviaphysicalorelectronicmail.
251/252 FINAL AGREEMENT -62
Custom Handling (These NRCs are in addition to any Preordering or Ordering and Provisioning NRCs):
Sentice Order Expedite applies if SPRINT requests šervice prior to the standerd due date
intervals and if not a part of a UNE Expedite.
Coordinated Conversion applies if SPRINT requests notification and coordination of service
cutover prior to the service becoming effective and if not a part of a UNE Coordinated
Conversion.
Hot Coordinated Conversion First Hour applies if SPRINT requests real-time coordination of aservicecut-over that takes one hour or less,and if not a part of a UNE Hot Coordinated
Conversion First Hour.
Hot Coordinated Conversion Per Additional Quarter Hour applies,in addition to the Hot
Coordinated Conversion First Hour,for evenj 15-minute segment of real-time coordination of a
service cut-over that takes more than one hour,and if not a part of a UNE Hot Coordinated
Conversion Per Additional Quarter Hour.
In addition,as defined in the Interconnection Attachment,the Party providing the ported number will pay
the other Pady the following rate per line per month for each ported business line and the rate per line per
month for each ported residential line for the sharing of Access Charges on calls to ported numbers.
California Contel
Business Rate Per Line Per Month:$3.05
Residential Rate Per Line Per Month:$2.40
California VERIZON
Business Rate Per Line Per Month:$2.08
Residential Rate Per Line Per Month:$2.62 ·
California West Coast
Business Rate Per Line Per Month:$5.58
Residential Rate Per Line Per Month:$4.88
251/252 FINALAGREEMENT 63
AUGUST 21,200 LE(TER AGREEMENT ygÑgg)
Steven J.Pitterle
Director -Negotiations
Wholesale Markets
Wholesale Network Services
600 Hidden Ridge HQEO3867
P.0,Box 152092
Irving,Texas 75038
Phone [phone]
Fax [phone]
[e-mail]
August 21,2000
Mr.W.Richard Morris
Vice President
External Affairs Local Markets
Sprint Communications Company L.P.
7301 College Boulevard
Overland Park,KS 66210
Dear Mr.Morris:
You have informed me that Sprint Communications Company L.P.("Sprint")intends to file a petition with
the California Public Utilities Commission (the "Commission")on or about August 25,2000 to compel
arbitration of an interconnection agreement with Verizon California Inc.f/kla GTE California incorporated("Verizon CA").This letter confirms the intentions of Sprint and Verizon CA (the "Parties")regarding the
treatment to be accorded Internet traffic under the reciprocal compensation provisions of the agreement
that results from that arbitration (the "Agreement").
In recognition of the fact that the Commission intends to address the issue of reciprocal compensation for
Internet traffic in Rulemaking No.00-02-005 (the "Rulemaking"),the Parties agree that while the issue will
be raised in Sprint's Petition regarding the proper treatment for Internet traffic in the Arbitration,Sprint will
state in the Petition that the Parties have agreed to abide by the outcome of the Rulemaking in Docket
No.00-02-005 and will state that the Parties have agreed that neither party will present testimony in the
arbitration on the issue.Instead,the Parties agree to negotiate in good faith to conform the reciprocal
compensation and related provisions of the Agreement (as it pertains to the state of California)to reflect
the final Order of the Commission in the Rulemaking,and,if necessart,to true-up prior reciprocal
compensation billings and payments to reflect the terms of the Order retroactively to the effective date of
the Agreement.Such true-up will occur within sixty (60)days of the date on which the Commission Order
becomes effective and is not stayed.
251/252 FINALAGREEMENT 64
It is expressly understood and agreed that except as may be required by the Older in the Rulemaking and
by the terms of this letter agreement,neither Par ty shall have any obligation to pay reciprocal
compensation on internet traffic delivered to the other Party,and any provisions included in the
Agreement prior to the issuance of the Order shall so provide.
The Parties further agree that once the Agreement has been renegotiated to reflect the terms of the
Order,they shall also include the following provision in the Agreement:
If the Commission,the FCC or a court of competent jurisdiction should issue or release an order,
or if a federal or state legislative authority should enact a statute,that by its terms (i)expresslysupercedesormodifiesexistinginterconnectionagreementsand(ii)specifies a rate or rate
structure for reciprocal compensation,intercarrier compensation,or access charges that is to
apply to internet traffic,then the Parties shall promptly amend this Agreement to reflect the terms
of such order or statute.If an order or statute specifies such a rate or rate structure,but does not
expressly supercede or modify existing interconnection agreements,then either Party may
demand negotiations with the other Party to amend this Agreement to reflect the terms of such
order or statute.If such negotiations do not result in the Parties'amendment of this agreement
within thirty (30)days,either Party may bring this issue before the Commission for arbitration.
Any such amendment shall be retroactive to the effective date set forth in the order or statute,or
such date as ordered by the Commission.
Except for the provisions hereof pertaining to the Arbitration,by entering into this letter agreement the
Parties do not waive,and hereby expressly reserve,their respective rights to argue their positions
regarding the payment of reciprocal compensation for Internet traffic before any regulatory,legislative or
judicial body.
Please indicate your agreement to the foregoing by signing below.
Sincerely,
AGREED:
SPRINT COMMUNICATIONS COMPANY L.P.
BY:
DATE:
251/252 FINAL AGREEMENT 65
RESALE ATTACHMENT
1.General.
The rates,terms,and conditions for Resale are set forth in VERIZON's Resale Tariff Schedule
Cal.P.U.C.No.K-5 and are subject to change resulting from future Commission or otherproceedings,including but not limited to any generic proceeding to determine VERIZON'sunrecoveredcosts(e.g.,historic costs,contribution,undepreciated reserve deficiency,or similarunrecoveredVERIZONcosts(including VERIZON's interim Universal Service Support
Surcharge)),the establishment of a competitively neutral universal semice system,or any appeal
or other litigation.Nothing in this Resale Attachment supplements or amends VERIZON's ResaleTariffScheduleCAL.P.U.C.No.K-5.SPRINT may also purchase services from VERIZON
pursuant to Schedule Cal.P.U.C.No.A-16,such services may be ordered by SPRINT in bulk,
and rnay be billed to SPRINT.
Sprint may purchase at a discount and on a stand-alone basis (meaning Sprint is not required to
be the service provider for the underlying associated dial tone)any or all Vertical Features and
serlices offered at retail by Verizon to its end users pursuant to Section 251(c)(4)of the Act and
CFR 51.605(a).Without limiting the generality of the foregoing,the Parties will work together to
develop standardized ordering guidelines for Call FonwardingCustom Calling Services listed in
Cal.P.U.C.No.K-5,Section Ill.C.5.Call Forwarding Custom Calling Services shall be ordered
by Sprint via a wholesale process agreed to by the Parties until a final process is developed
within the framework of OBF issue 2037,or as othenNÍSe agreed to by the Parties.The Parties
further agree that stand-alone vertical features will be exempt from any performance measures
until such time as OBF issue 2037 is final and implemented by the Parties.
This Resale Attachment (Attachment),together with Articles I and II,defines the
Telecommunication Services (including exchange Services,related Vertical Features and other
services that may be purchased from VERIZON and resold by SPRINT)and sets forth the terms
and conditions applicable to such resold services.Except as specifically provided otherwise in
this Agreement,provisioning of exchange Services for resale will be as provided for in the GTE
Guide.The resale Services described in this Attachment,shall be referred to herein collectively
as "Services",or each individually as "Service".
2.Services.
2.1 Local Exchange Services.
Resold basic exchange Semice includes,but is not limited to,the following elements:
2.1.1 Voice Grade Local Exchange Access Line -includes a telephone number and
dial tone;
2.1.2 Local Calling -at local usage measured rates if applicable to the Customer;
2.1.3 Access to long distance carriers;
2.1.4 E-911 Emergency Dialing;
2.1.5 Access to Service Access Codes -e.g.,800,888,900;
2.1.6 Use of AlN Services (those Currently Available to Customers);
2.1.7 Customer Privatse Line Services;
251/252 FINAL AGREEMENT 66
2.1.8 Listing of telephone number in appropriate "white pages"directory;
2.1.9 Copy of "White Pages"and "Yellow Pages"directories for the appropriate
VERIZON service area;and
2.1.10 IntraLATA toll.
2.2 Dialing Parity.
For all call types associated with the resale services provided to Sprint by VERIZON
under this Agreement:(a)a Sprint customer will not be required to dial any greater
number of digits than a similarly situated VERIZON customer (b)the post dial delay (the
time elapsed between the last digit dialed and the first network response),call completion
rate and the transmission quality received by a Sprint customer will be at least equal in
quality to that received by a similarly situated VERIZON customer;and (c)the Sprint
customer shall be permitted to retain its local telephone number provided the customer
remains within the same wire center.End users of Sprint and end users of VERIZON will
have the same exchange boundaries;such end users will be able to dial the same
number of digits when making a local call and activating feature functionality.
2.3 Other Services Available for Resale.
Subject to the limitations enumerated in this Attachment,the type of Services made
available to SPRINT are those Telecommunications Services described in VERIZON's
Resale Tariff Schedule Cal.P.U.C.No.K-5 as amended from time to time.
2.3.1 Sprint's end users may activate any services or features that are billed on a per
use or per activation basis (e.g.,continuous redial,last call retum,call back
calling,call trace,etc.).Access to these services will not be turned up if Sprint
requests that those services be blocked and if VERIZON offers such blocking to
its end users.VERIZON shall provide Sprint with detailed billing information (per
applicable OBF guidelines,if any)as necessary to permit Sprint to bill its end
users such charges.
2.3.2 VERIZON shall provide to Sprint,on a per-line basis,the ability to request
blocking services that VERIZON offers to its end users,e.g.,700,900,976.
2.4 Grandfathered Products and Services.
Products and Services identified in VERIZON tariffs as grandfathered in any manner are
available for resale only to Customers that already have such grandfathered product or
Service.An existing Customer may not move a grandfathered product or Service to a
new service location.
2.5 Operator Services (OS)and Directory Assistance (DA).
OS for local and toll assistance (e.g.,call completion,busy line verification and
emergency interruption)and DA (e.g.,411 calls)are provided as a part of exchange
Services offered for resale.VERIZON may brand this Service as VERIZON.SPRINT
will be billed in accordance with VERIZON's resale tariff.If SPRINT requests branding or
unbranding,VERIZON will provide such unbranding or rebranding with SPRINT's name
using customized routing as described in Section 3.7.Alternatively,once VERIZON has
deployed the network and software updates necessary to support the provision of
branding and unbranding through the use of Originating Line Number Screening (OLNS),
at SPRINTS option,VERIZON will provide branding and unbranding to SPRINT via
251/252 FINAL AGREEMENT 67
OLNS.For those offices that SPRINT has requested VERIZON to rebrand and/orunbrandOSandDA,VERIZON will provide it where VERIZON performs its own OS andDAServicesubjecttocapabilityandcapacitylimitationswherecustomizedrouting,or therequiredversionofOLNS,is Currently Available.If VERIZON uses a third-partycontractortoprovideOSorDA,VERIZON will not provide branding nor will VERIZONnegotiateitwithathird-party on behalf of SPRINT.SPRINT must negotiate with the thirdparty.In these instances,SPRINT will need to purchase customized routing anddedicatedtrunkingtodifferentiateitsOS/DA traffic from VERIZON's.VERIZON shallincludeaSPRINTCustomerlistinginitsDAdatabaseaspartoftheLSRprocess.VERIZON will honor SPRINT Customer's preferences for listing status,including non-published and unlisted,and will enter the listing in the VERIZON database which is usedtoperformDAfunctionsasitappearsontheLSR.
2.6 Telephone Relay Service.
Local and intraLATA telephone relay service (TRS)enables deaf,hearing-impaired,orspeech-impaired TRS users to reach other telephone users.With respect to resoldServices,SPRINT's Customers will have access to the state authorized TRS Provider totheextentrequiredbytheCommission,including any applicable compensationsurcharges.
2.7 Changes in Sentice.
VERIZON will notify Sprint of proposed new retail semices or modifications to existingServices,including changes to rates,sixty (60)days prior to the expected date ofregulatoryapprovalofthenewormodifiedService.If new or modified Services areintroducedwithlessthansixty(60)days notice to the regulatory authority,VERIZON will
notify Sprint at the same time it notifies the Commission via the tariff filing of proposed
new or modified Sentices,or as required under applicable Commission rules.
3.Operations and Administrative Matters.
3.1 Service Ordering,Service Provisioning,and Billing.
3.1.1 GTE Guide and CLEC Profile.SPRINT will order Services for resale directly fromVERIZONthroughanelectronicintedaceorfax.Except as specifically providedotherwiseinthisAgreement,guidelines for service preordering,ordering,provisioning,billing,maintenance and electronic interfaces are provided in theGTEGuide.In accordance with Article I,Section 3.1,VERIZON will not processresaleordersuntiltheSPRINTProfilehasbeencompletedandreturned,and,ifrequired,an advanced deposit paid.
3.1.2 Local Service Request.Orders for Services will be placed utilizing standard LSRforms.VERIZON will continue to participate in industry forums for developing
sentice orderldisconnect order formats and will incorporate appropriate industrystandards.Complete and accurate forms (containing the requisite CustomerinformationasdescribedintheGTEGuide)must be provided by SPRINT before
a request can be processed.VERIZON will accept orders for As-Is Transfers
(AIT)of Senrices from VERIZON to SPRINT where VERIZON is the Customer's
current local exchange company.When end-user accounts are converted to
Sprint accounts,all VERIZON line-based calling cards will automatically be
terminated at conversion.VERIZON cannot provide an AIT of service from
another CLEC selling VERIZON's Services to SPRINT.
251/252 FINAL AGREEMENT 68
3.1.2.1 911 Updates.VERIZON will update the applicable 911/E911 database at
parity with retail ordering processes.
3.1.3 Letter of Authorization (LOA).VERIZON will not release the Customer servicerecord(CSR)or inquiry containing Customer proprietary network information(CPNI)to SPRINT on VERIZON Customer accounts unless SPRINT firstprovidestoVERIZONawrittenLOA.Such LOA may be a blanket LOA or otherformagreeduponbetweenVERIZONandSPRINTauthorizingthereleaseof
such information to SPRINT or if state or federal law provides othenNise,in
accordance with such law.An LOA will be required before VERIZON will
process an order for Services provided in cases in which the Customer currently
receives local exchange or Exchange Access service from VERIZON or from a
CLEC other than SPRINT.Such LOA may be a blanket LOA or such other form
as agreed upon between VERIZON and SPRINT.
3.1.4 Unauthorized Changes.If SPRINT submits an order for resold Sentices under
this Agreement in order to provide Service to a Customer that,at the time theorderissubmitted,is obtaining its local Services from VERIZON or another LECusingVERIZONServices,and the Customer notifies VERIZON that the
Customer did not authorize SPRINT to provide local exchange Sentices to the
Customer,SPRINT must provide VERIZON with written documentation of
authorization from that Customer within thirty (30)Business Days of notification
by VERIZON.If SPRINT cannot provide written documentation of authorization
within such time frame,SPRINT must within three (3)Business Days thereafter:
3.1.4.1 notify VERIZON to change the Customer back to the LEC providing
Service to the Customer before the change to SPRINT was made;and
3.1.4.2 provide any Customer information and billing records SPRINT has
obtained relating to the Customer to the LEC previously serving the
Customer;and
3.1.4.3 notify the Customer and VERIZON that the change back to the previous
LEC has been made.
Furthermore,VERIZON will bill SPRINT fifty dollars ($50)per affected line to
compensate VERIZON for switching the Customer back to the original LEC.
3.1.5 Transfers Between SPRINT and Another Reseller of VERIZON Services.When
SPRINT has obtained a Customer from another reseller of VERIZON Services,
SPRINT will inform VERIZON of the transfer by submitting standard LSR forms
to VERIZON.VERIZON cannot accept an order for AIT of service from one
CLEC reselling VERIZON Sentices to another reseller of VERIZON Services.
3.2 Regulations and Restrictions.
3.2.1 General Regulations.General regulations,terms and conditions governing rate
applications,technical parameters,service availability,definitions and feature
interactions,as described in the appropriate VERIZON intrastate local,toll and
access tariffs,apply to retail Services made available by VERIZON to SPRINT
for resale provided by VERIZON to SPRINT,when appropriate,unless otherwise
specified in this Agreement.As applied to Services offered under this
Agreement,the term "Customer"contained in the VERIZON retail tariff shall be
deemed to mean "SPRINT'as defined in this Agreement.
251/252 FINALAGREEMENT 69
3.2.2 Resale to other Carriers.Services available for resale may not be used bySPRINTtoprovideaccesstothelocalnetworkasanalternativetotariffedswitchedandspecialaccessbyothercarriers,including,but not limited to:interexchange carriers,wireless carriers,competitive access providers,or otherretailtelecommunicationsproviders.
3.3 Maintenance.
VERIZON will provide repair and maintenance Services to SPRINT and its Customers forresoldServicesinaccordancewiththesamestandardsandchargesusedforsuchServicesprovidedtoVERIZONCustomers.Such maintenance and repair requirementswillinclude,without limitation,those applicable to testing and network management ofVERIZON's retail operations.VERIZON will not initiate a maintenance call or take actioninresponsetoatroublereportfromaSPRINTCustomeruntilsuchtimeastroubleisreportedtoVERIZONbySPRINT.SPRINT must provide to VERIZON all Customerinformationnecessaryfortheinstallation,repair and servicing of any facilities used forresoldServicesaccordingtotheproceduresdescribedintheGTEGuide.
3.4 Information Services Traffic.
VERIZON shall route traffic for information Services (i.e.,900-976,Internet,weatherlines,spons providers,etc.)that originates on its network to the appropriate informationserviceplatform.In the event VERIZON performs switching of information senticeprovidertrafficassociatedwithresaleforSPRINT,VERIZON shall provide to SPRINT thesamecalldetailrecordsthatVERIZONrecordsforitsownCustomers,so as to allowSPRINTtobillitsCustomers.VERIZON shall not be responsible or liable to SPRINT ortheinformationserviceproviderforbillingandcollectionand/or any receivables of theinformationserviceprovider.
3.5 Originating Line Number Screening (OLNS).
Upon request,VERIZON will update the database to provide OLNS which indicates to anoperatortheacceptablebillingmethodsforcallsoriginatingfromthecallingnumber(e.g.,penal institutions,COCOTS).
3.6 Misdirected Calls.
The Parties will employ the following procedures for handling any misdirected calls (e.g.,business office,repair bureau,etc.):
3.6.1 To the extent the correct provider can be determined,each Party will refermisdirectedcallstotheproperprovideroflocalexchangeService.Whenreferringsuchcalls,both Parties agree to do so in a courteous manner at nocharge.
3.6.2 For misdirected repair calls,the Parties will provide their respective repair bureaucontactnumbertoeachotheronareciprocalbasisandprovidetheCustomerthecorrectcontactnumber.
3.6.3 In responding to misdirected calls,neither Party shall make disparaging remarksabouteachother,nor shall they use these calls as a basis for internal referrals or
to solicit Customers or to market Service.
251/252 FINAL AGREEMENT 70
3.7 Customized Routinq.
Where Currently Available and upon receipt of a written request from SPRINT,VERIZONagreestoprovidecustomizedroutingforthefollowingtypesofcalls:
0-
0+Local
0+411
1+411
0+HNPA-555-1212 (intraLATA,only when intraLATA presubscription is notavailable)
1+HNPA-555-1212 (intraLATA,only when intraLATA presubscription is notavailable).
Upon request,VERIZON will provide SPRINT a list of switches that can providecustomizedroutingusinglineclasscodesorsimilarmethod(regardless of current
capacity limitations).SPRINT will return a list of these switches ranked in priority order.VERIZON will return to SPRINT a schedule for customized routing in the switches with
existing capabilities and capacity.In response to the written request from SPRINT,VERIZON will provide SPRINT with applicable charges,and terms and conditions,forprovidingOSandDA,branding,and customized routing.For those offices that SPRINT
has requested VERIZON to rebrand and/or unbrand OS and DA,VERIZON will provide itwhereVERIZONperformsitsownOSandDAseNicesubjecttocapabilityandcapacitylimitationswhereCustomizedRoutingisCurrentlyAvailable.If VERIZON uses a third-
party contractor to provide OS or DA,VERIZON will not provide branding nor willVERIZONnegotiateitwithathirdpartyonbehalfofSPRINT.SPRINT must negotiatewiththethirdparty.In these instances,SPRINT will need to purchase customized
routing to differentfate OS/DA traffic from VERIZON's.
3.7.1 Sprint may brand the resale services that VERIZON provides to Sprint under theprovisionsofthisAgreement.VERIZON will not brand such resale servicesprovidedtoSprintunderthisAgreementasbeingVERIZONservices.
3.T2 In all cases of operator and directory assistance services Sprint provides using
services provided by VERIZON under this Agreement,VERIZON shall,wheretechnicallyfeasible,at Sprint's sole discretion and expense,brand any and all
such services at all points of customer contact exclusively as Sprint services,or
otherwise as Sprint may specify,or be provided with not brand at all,as Sprint
shall determine.
3.T3 Upon Sprint's request and where technically feasible,VERIZON shall route
directory assistance calls including 411 and (NPA)555-1212 dialed by.Sprint's
customers directly to the Sprint platform.
3.7.4 Upon Sprint's request,and where technically feasible,VERIZON shall route
operator services (O+,O-)dialed by Sprint's customer directly to the Sprint
platform.Such traffic shall be routed over trunk groups specified by Sprint.
Subject to the above provisions,VERIZON will choose the method of implementing
customized routing of OS and DA calls.When VERIZON agrees to provide customized
routing to SPRINT,SPRINT will be responsible for the transport to route OS/DA traffic to
the designated platform.
251/252 FINAL AGREEMENT 71
3.8 900-976 Call Blockaq.
VERIZON shall not unilaterally block 900-976 traffic in which VERIZON performsswitchingassociatedwithresale.VERIZON will block 900-976 traffic when requested todoso,in writing,by SPRINT.SPRINT shall be responsible for all costs associated withthe900-976 call blocking request.VERIZON resemes the right to block any and all callswhichmayharmordamageitsnetwork.
3.9 Access.To the extent Sprint resells a service that carries with it the access component(i.e.,local dial tone),VERIZON retains all revenue due from other carriers for access toVERIZONfacilities,including both switched and special access charges.However,VERIZON is not entitled to these access revenues if Sprint is reselling other wholesaleofferingsofVERIZONbutnotresellingVERIZON's local dial tone product.
3.10 Branding.VERIZON shall provide to SPRINT the applicable charges for unbranding orrebrandingandcustomizedroutingassetfodhinSection3.7.
4.Billing.
4.1 General.VERIZON will utilize CBSS to produce the required bills for resold Sentices.CBSS will create a bill to SPRINT along with a summary bill master within ten (10)calender days of the last day of the most recent billing cycle.State or sub-state level
billing will include up to thirty (30)summary bill accounts.
4.1.1 Alternate Billed Calls.VERIZON shall record usage data originating fromSPRINTCustomersthatVERIZONrecordswithrespecttoitsownretailCustomers,using Sentices ordered by SPRINT.On resale accounts,VERIZONwillprovideusageinEMRformatperexistingfileexchangeschedules.IncollectsarecallsthatareplacedusingtheServicesofVERIZONoranotherLECandbilledtoaresaleservicelineofSPRINT.Outcollects are calls that are placedusingaSPRINTresaleServicelineandbilledtoaVERIZONlineorlineofanotherLECorLSP.Examples of an incollect or an outcollect are collect,creditcardcalls.
4.1.1.1 Incollects.VERIZON will provide the rated record it receives from theCMDSnetwork,or which VERIZON records (non-intercompany),toSPRINTforbillingtoSPRINT's end-users.VERIZON will settle with theearningcompany,and will bill SPRINT the amount of each incollectrecordlessthebillingandcollection(B&C)fee for Customer billing of the
incollects.The B&C credit will be $.05 per billed message.AnyadditionalmessageprocessingfeesassociatedwithSPRINT's incollectmessagesthatareincurredbyVERIZONwillbebilledtoSPRINTonthemonthlystatement.
4.1.1.2 Outcollects.When the VERIZON end-office switch from which the resale
line is served utilizes a VERIZON operator Services platform,VERIZON
will provide to SPRINT the unrated message detail that originates from aSPRINTresaleSemicelinebutwhichisbilledtoatelephonenumberotherthantheoriginatingnumber(e.g.,calling card,bill-to-third number,
etc.).SPRINT as the LSP will be deemed the earning company and will
be responsible for rating the message at SPRINT rates and SPRINT will
be responsible for providing the billing message detail to the billing .company for Customer billing.SPRINT will pay to VERIZON charges asagreedtoforSemicespurchased,and SPRINT will be compensated by
the billing company for the revenue which SPRINT is due.
251/252 FINAL AGREEMENT 72
When i no.(ERIZON entity provides operator Service to the VERIZON endòfficefromwhichtheresalelineisprovisioned,SPRINT must contract with theoperaldrSenii6es2provideltogetan.y EMR records which SPRINT requires.
4.2 Local Calling Detail.Except for those Sentices and in those areas where measured rate
local Service is available to Customers,monthly billing to SPRINT does not include localcallingdetail.However,SPRINT may request and VERIZON shall consider developingthecapabilitiestoprovidelocalcallingdetailinthoseareaswheremeasuredlocalSenticeisnotavailableforamutuallyagreeablecharge.
4.3 LIDB.For resale Services,the LSR will generate updates to VERIZON's LIDB forvalidationofcallingcard,collect,and third number billed calls.
4.4 Timing of Messages.With respect to VERIZON resold measured rate local Sentice(s),chargeable time begins when a connection is established between the calling station and
the called station.Chargeable time ends when the calling station "hangs up,"therebyreleasingthenetworkconnection.If the called station "hangs up"but the calling station
does not,chargeable time ends when the network connection is released by automatic
timing equipment in the network.
251/252 FINAL AGREEMENT 73
APPENDIY A TO TK RFBILE AlTACHMENT
SERVICES T VAl E FOR REGALE
General.The rates,terms,and conditions for Resale are set forth in VERIZON's Resale Tariff Schedule
Cal.P.U.C.No.K-5 and are subject to change resulting from future Commission or other proceedings,
including but not limited to any generic proceeding to determine VERIZON's unrecovered costs (e.g.,historic costs,contribution,undepreciated reserve deficiency,or similar unrecovered VERIZON costs(including VERIZON's interim Universal Semice Support Surcharge)),the establishment of a
competitively neutral universal service system,or any appeal or other litigation.
Interim Universal Service Charge.It is VERIZON's position that VERIZON's current intraLATA toll rates
include implicit subsidies that support below-cost prices for other semices and thus promote universal
service.This universal semice support is lost where a CLEC resells VERIZON's local sentice but does
not resell VERIZON's intraLATA toll sentice.For this reason,VERIZON contends it should not be
required to resell basic exchange residential or business services unless SPRINT pays the monthly
interim universal sentice support charge set forth in Appendix A.VERIZON believes that this interim
surcharge is required by state and federal law.The lawfulness of VERIZON's interim surcharge is being
addressed (or will be addressed)by the Commission or a court of competent jurisdiction.The parties
agree that VERIZON will offer for resale basic exchange residential and business services at the avoided
cost discount rate set forth in Appendix A without the interim surcharge,but subject to the following terms
and conditions:
A.SPRINT agrees that,if an order by the Commission or a court of competent jurisdiction
affirming VERIZON's interim surcharge is issued during the term of this Agreement,
Sprint shall,within thirty (30)days after the effective date of such order (i)begin paying
the monthlý interim surcharge in accord with Appendix C,and (ii)make a lump sum
payment to VERIZON of the total interim surcharges retroactive to the effective date of
this Agreement.VERIZON further expressly reserves its right to seek retroactive true-up
from Sprint of such interim surcharges under this Agreement in the event the
Commission or a court of competent jurisdiction issues an order affirming VERIZON's
interim surcharge after the expiration of this Agreement.
8.Notwithstanding any provision in this Agreement,VERIZON reserves the right to,at its
sole discretion and at any time,seek injunctive or other relief (i)requiring SPRINT to pay
VERIZON's interim surcharge or (ii)requiring the Commission to immediately impose the
interim surcharge.
C.Nothing in this Agreement shall restrict or impair VERIZON from seeking injunctive relief
or any other remedy at any time and in any court regarding VERIZON's interim surcharge
or the Commission's rejection or modification of VERIZON's interim surcharge.
Universal Service Fund (USF)Support Surcharge
Residential (per line)$3.79
Business (per line)$5.51
251/252 FINAL AGREEMENT 74
UNBUNDLED NETWORK ELFMENTS (UNEs)ATrACHMENT
1.General.
This UNE Attachment (Attachment),together with Articles I and ll,sets forth the terms and
conditions under which VERIZON will provide UNEs and combinations of UNEs (Combinations)
to SPRINT pursuant to this Agreement.Unless otherwise specified in this Attachment,the
ordering,provisioning,billing and maintenance of UNE offerings will be as provided for in the
GTE Guide found on VERIZON's wise website (http://www.gte.com/wise).VERIZON will provide
UNE offerings pursuant to this Attachment to the extent they are Currently Available or ordinarily
combined in VERIZON's network.VERIZON will not construct new facilities to offer any UNE or
Combinations.SPRINT shall not order services from VERIZON's resale,retail,or special access
tariffs to intentionally circumvent or bypass,directly or indirectly,this no construction restriction.
For example,except as otherwise expressly permitted pursuant to Applicable Law,SPRINT shall
not convert services ordered out of such tariffs to UNEs or Combinations.
Notwithstanding anything to the contrary in this Agreement,the Parties do not waive,and hereby
expressly reserve,their rights:(a)to challenge,or to continue to challenge,the legality and/or
propriety of FCC Rule 51.319,the FCC UNE Remand Order (CC Docket No.96-98,FCC 99-
238),the FCC Line Sharing Order (CC Docket No.96-98 and 98-147;FCC 99-355)and/or any
other related FCC orders or rules,including,without limitation,the FCC Collocation Order in CC
Docket No.98-147 (released March 31,1999)which was remanded and vacated in pad by the
United States Court of Appeals for the District of Columbia Circuit on March 17,2000 (See GTE
Service Corporation,et.al v.Federal Communications Commission and United States of
America,No.99-1176,consolidated with No.99-1201,2000 U.S.App.LEXIS 4111 (D.C.Cir.
2000));(b)to continue to prosecute the current appeals of the FCC pricing rules pending before
the Eighth Circuit Court of Appeals and the United States Supreme Court;(c)to assert or to
continue to assert that certain provisions of the FCC's First,Second,Third and Fourth Report and
Order in FCC Docket No.96-98 and other FCC orders or rules are unlawful,illegal and improper
(d)to take any appropriate action based on the outcome of any of the actions or challenges
described in subsections (a)-(c)above or any other actions.The Parties enter into this
Agreement without prejudicing any position the Parties may take on relevant issues before
industry for a,state or federal regulatory or legislative bodies,or courts of competent jurisdiction.
The Parties understand that both industry and VERIZON standards and processes applicable to
UNEs and Combinations,including,without limitation,loop qualification,ordering,provisioning,
fully automated OSS interfaces and other facets of OSS,are still being developed.Accordingly,
the Parties agree to cooperate in any reasonable arrangement designed to facilitate the
development of such standards and processes,and to document the same for purposes of this
Agreement,as necessary and appropriate.
The UNEs,including Combinations,hereunder shall only be made available and shall only be
used,for the provision of Telecommunication Sentice,as that term is defined by the Act.
2.Description of Individual UNE Offerings.
VERIZON will provide SPRINT with the following UNEs pursuant to this Attachment:
2.1 Local Loops.
The local loop UNE is defined as the transmission facility (or channel or group of
channels on such facility)that extends from a Main Distribution Frame (MDF),or its
equivalent,in a VERIZON Central Office Switch or Wire Center up to and including the
loop "demarcation point",including inside wire owned by VERIZON.The loop
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demarcation point is that point on the loop facility where VERIZON's ownership andcontrolendandthesubscriber's ownership and control begin.Generally,Icops areprovisionedas2-wire or 4-wire copper pairs,analog voice-grade,or,upon Sprintsrequest,loops conditioned to transmit digital signals,such as xDSL,running from theCentralOfficeSwitchMDFtothedemarcationpointattheenduserspremises.However,a loop may be provided via other means,including,but not limited to,radiofrequencies,as a channel on a high-capacity feeder/distribution facility which may,inturn,be distributed from a node location to the subscriber's premises via a copper orcoaxialdroporotherfacility.The loop includes all features,functions and capabilities ofsuchtransmissionfacilities,including attached electronics (except those electronics usedfortheprovisionofadvancedservices,such as digital subscriber line access multiplexers("DSLAMs"))and line conditioning.VERIZON does not guarantee data modem speedsoneither2or4wireanalogloops.In addition,VERIZON does not guarantee CLASSfeatureswillperformproperlyoneither2or4wireanalogloopprovisionedoversubscriberanalogcarrier.Any required UNE loops will be provisioned and maintained byVERIZONconsistentwithTelcordiaTechnologiesstandardNC/NCI codes outlined inTelcordiaTechnologiespracticeBR795-403-100.The types of unbundled loops madeavailabletoSPRINTunderthisAttachmentare:
2.1.1 "2-Wire Analog Loop"is a voice grade transmission facility that is suitable fortransportinganalogvoicesignalsbetweenapproximately300-3000 Hz,with lossnottoexceed8.5 db.A 2-wire analog loop may include load coils,bridged taps,etc.This facility also may include carrier derived facility components (i.e.,pairgainapplications,loop concentrators/multiplexers).This type of unbundled loopiscommonlyusedforlocaldialtonesentices.
2.1.2 "4-Wire Analog Loop"conforms to the characteristics of a 2-wire voice grade loopand,in addition,can support simultaneous independent transmission in bothdirections.
2.1.3 ISDN-BRI Capable Loop is capable of transmitting digital signals up to 160 kbpswithnogreaterlinelossthan36dbend-to-end measured at 40 kHz.When thelooplengthextendsbeyondthelimitationsofbasicISDN-BRI service line losslevelswillbeprovisionedatnogreaterthan76dbat40kHz.Dependent uponfacilitymake-up it may be necessanj to add ISDN-BRI Line Loop Extension tobringthelinelosslevelwithinacceptablelevels.ISDN-BRI Line Loop ExtensionequipmentcanbeaddedbyVERIZONifrequestedbytheCLECatanadditionalcostbeyondthoseoftheunbundledloopelementitself.
2.1.4 A 2-wire ADSL Capable Loop must be provisioned over copper facilities and willcontainnoloadcoilsandminimumallowablebridgedtap.Additional loopconditioningchargesshallapplyfortheremovaloftheaforementioned.types ofequipment.The CLEC is responsible for supplying the electronics necessary forprovidingADSLservicetotheirCustomer.
2.1.5 Other ×DSL technologies:As the industry accepts other power spectral densitymask's,e.g.,T1 418-2000,VERIZON will support additional types of xDSLtechnologiesand/or services which may be provided on unbundled networkelementscontainedinthisagreement.SPRINT may order the unbundledelementsasaresultofthisagreementandusetheadditionalxDSLtechnologieswithoutrenegotiations,contract amendments,or use of the BFR process.
2.1.6 "4-Wire Digital Loop"is a transmission facility that is suitable for the transport ofdigitalsignalsatratesupto1.544 Mbps.4-wire digital loops are only provisioned
on copper facilities.When a 4-wire digital loop is used by SPRINT to provisionHDSLtechnology,the insertion loss,measured between 100W termination at
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