20030115Application.pdf

17933 N.W.Evergreen ParkwayJanuary15,2003 UTILEfiES CONHISSLON Ro.sox11oo
Beaverton,OR 97075
Miss Jean JewellICdaombSUerte7Commission NEW CASE
472 W.Washington Street
Boise,Idaho 83702
RE:Interconnection Agreement between Norvergence,Inc.and Verizon Northwest
Inc.
Dear Ms.Jewell,
Enclosed for filing are the original and three copies of a new negotiated Resale agreement
between Norvergence,Inc.and Verizon Northwest Inc.Please call me at [phone]
if you have any questions.
Sincerely,
Renee iller
External Affairs &Public Policy
Verizon Northwest Inc.
c:Jim Gattuso
Norvergence,Inc.
CEivED
2003 i5 PRI2:38
AGREEMENT
by and between
NORVERGENCE,INC.
and
VERIZON NORTHWEST INC.
FOR THE STATE OF
IDAHO
TABLE OF CONTENTS
A GREEMENT...................................................................................................................................1
1.The Agreement ............................................................................................................1
2.Term and Termination ................................................................................................2
3.GI oss a ry a nd Att a chment s.........................................................................................2
4.Applicable Law ............................................................................................................2
5.As s i gnment ..................................................................................................................3
6.Assurance of Payment ...............................................................................................3
7.Audits ...........................................................................................................................5
8.Author i z a ti on ...............................................................................................................5
9.Billing and Payment;Disputed Amounts .................................................................5
1 0.Conf ident i a I ity .............................................................................................................6
11.Counterparts................................................................................................................8
1 2.Default ..........................................................................................................................8
13.Discontinuance of Service by NorVergence ............................................................9
1 4.Di sputeResoI uti on .....................................................................................................9
1 5.ForceM ajeure .............................................................................................................9
1 6.Foreca st s ..................................................................................................................1 0
17.Fraud ..........................................................................................................................10
1 8.GoodF ai thPerform a nce ..........................................................................................10
1 9.He a d i ngs ....................................................................................................................1 1
20.Indemnification..........................................................................................................11
21.Insurance ...................................................................................................................12
22.Intellectual Property..................................................................................................13
23.Joint Work Product ...................................................................................................14
24.Law Enforcement ......................................................................................................14
25.Liability.......................................................................................................................15
NorVergence ID Resale v2.6.doc i
26.Network Management...............................................................................................16
27.Non-Exclusive Remedies .........................................................................................17
28.Notice of Network Changes .....................................................................................17
29.N ot i ces .......................................................................................................................1 7
30.Ordering and M aintenance.......................................................................................18
31.Perfor mance Standards............................................................................................18
32.Point of Contact for NorVergence Customers .......................................................19
33.Predecessor Agreements.........................................................................................19
34.Publicity and Use of Trademarks or Service Marks ..............................................19
35.References.................................................................................................................20
36.Re Iat io nshi poftheP a rt i es .......................................................................................20
37.Reservat i onofR i ghts ...............................................................................................20
38.Subcontractors..........................................................................................................21
39.Successors and Assigns..........................................................................................21
40.Survival ......................................................................................................................21
41.Taxes ..........................................................................................................................21
42.Techno IogyUpgr ades ..............................................................................................2 3
43.Territory......................................................................................................................24
44.ThirdP a rtyBenefi c i ari es ..........................................................................................24
45.2 51 a nd 271 Requi rements .......................................................................................24
46.252(i)Obligations......................................................................................................24
47.Use of Service..........................................................................................................24
48.Wai ver .........................................................................................................................2 5
49.Warranties..................................................................................................................25
50.Withdrawal of Services.............................................................................................25
S IGN ATUREP AGE .......................................................................................................................2 6
GLOSSARY....................................................................................................................................27
1.Genera I Ru Ie ..............................................................................................................27
NorVergence ID Resale v2.6.doc ii
2.Definitions..................................................................................................................27
ADDIT10NAL SERVICES ATTACHMENT ....................................................................................33
1.Alternate Biiled Ca!Is ................................................................................................33
2.Dialing Parity -Section 251(b)(3).............................................................................33
3.Directory Assistance (DA)and Operator Services (OS).......................................33
4.Directory Listing and Directory Distribution..........................................................33
5.Voice Information Service Traffic............................................................................35
6.Interceptand Referral Announcements..................................................................36
7.Originating Line Number Screening (OLNS)..........................................................36
8.Operations Support Systems (OSS)Services........................................................37
9.Poles,Ducts,Conduits and Rights-of-Way............................................................43
1 0 .TeIephoneNumbers..................................................................................................4 3
11.Routing for Operator Services and Directory Assistance Traffic........................44
1 2.GoodF a ithPerform ance ..........................................................................................44
RESA LE ATTACHMENT ...............................................................................................................4 5
1 .Genera I .......................................................................................................................4 5
2.Use of Verizon Telecommunications Services ......................................................45
3.Availability of Verizon Telecommunications Services..........................................46
4.Responsibility for Charges ......................................................................................46
5.Operations Matters ...................................................................................................46
6.Rates a ndCh a rges ....................................................................................................4 7
7.GoodF a ithPerform a nce .........................................................................................4 7
PR IC ING ATTACHMENT...............................................................................................................48
1.General .......................................................................................................................48
2.Verizon Telecommunications Services Provided to NorVergence for Resale
Pursuant to the Resale Attachment ........................................................................48
3.NorVergencePri ces ..................................................................................................50
4.Section 271 ................................................................................................................50
NorVergence ID Resale v2.6.doc iii
5.Regulatory Review of Prices....................................................................................51
IDAHO APPENDIX A TO THE PRICING ATTACHMENT.............................................................52
NorVergence ID Resale v2.6.doc iv
AGREEMENT
PREFACE
This Agreement ("Agreement")shall be deemed effective as of December 30,2002 (the "Effective
Date"),between NorVergence,Inc.("NorVergence"),a corporation organized under the laws of
the State of New Jersey,with offices at 550 Broad Street,3rd Floor,Newark,NJ 07102 and
Verizon Northwest Inc.("Verizon"),a corporation organized under the laws of the State of
Washington with offices at 1800 41st Street,Everett,WA 98201 (Verizon and NorVergencemay
be referred to hereinafter,each,individually as a "Party",and,collectively,as the "Parties").
GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises contained in this Agreement,and intendingto be legally
bound,pursuant to Section 252 of the Act,Verizon and NorVergence hereby agree as follows:
1.The Agreement
1.1 This Agreement includes:(a)the Principal Document;(b)the Tariffs of each
Party applicable to the Services that are offered for sale by it in the Principal
Document (which Tariffs are incorporated into and made a part of this Agreement
by reference);and,(c)an Order by a Party that has been accepted by the other
Party.
1.2 Except as otherwise expressly provided in the Principal Document (including,but
not limited to,the Pricing Attachment),conflicts among provisions in the Principal
Document,Tariffs,and an Order by a Party that has been accepted by the other
Party,shall be resolved in accordance with the following order of precedence,
where the document identified in subsection "(a)"shall have the highest
precedence:(a)the Principal Document;(b)the Tariffs;and,(c)an Order by a
Party that has been accepted by the other Party.The fact that a provision
appears in the Principal Document but not in a Tariff,or in a Tariff but not in the
Principal Document,shall not be interpreted as,or deemed grounds for finding,a
conflict for the purposes of this Section 1.2.
1.3 This Agreement constitutes the entire agreement between the Parties on the
subject matter hereof,and supersedes any prior or contemporaneous
agreement,understanding,or representation,on the subject matter hereof,
provided,however,notwithstanding any other provision of this Agreement or
otherwise,this Agreement is an amendment,extension and restatement of the
Parties'prior interconnection and resale agreement(s),if any,and,as such,this
Agreement is not intended to be,nor shall it be construed to create,a novationor
accord and satisfaction with respect to any prior interconnectionor resale
agreements and,accordingly,all monetary obligations of the Parties to one
another under any prior interconnection or resale agreements shall remain in full
force and effect and shall constitute monetary obligations of the Parties under
this Agreement (provided,however,that nothing contained in this Agreement
shall convert any claim or debt that would otherwise constitute a prepetitionclaim
or debt in a bankruptcy case into a postpetition claim or debt).In connection with
the foregoing,Verizon expressly reserves all of its rights under the Bankruptcy
Code and Applicable Law to seek or oppose any relief in respect of the
assumption,assumption and assignment,or rejection of any interconnection or
resale agreements between Verizon and NorVergence.
1.4 Except as otherwise provisioned in the Principal Document,the Principal
Document may not be waived or modified except by a written document that is
NorVergence ID Resale v2.6.doc 1
signed by the Parties.Subject to the requirements of Applicable Law,a Party
shall have the right to add,modify,or withdraw,its Tariff(s)at any time,without
the consent of,or notice to,the other Party.
2.Term and Termination
2.1 This Agreement shall be effective as of the Effective Date and,unless cancelled
or terminated earlier in accordance with the terms hereof,shall continue in effect
until December 29,2004 (the "Initial Term").Thereafter,this Agreement shall
continue in force and effect unless and until cancelled or terminated as provided
in this Agreement.
2.2 Either NorVergence or Verizon may terminate this Agreement effective upon the
expiration of the Initial Term or effective upon any date after expiration of the
initial Term by providing written notice of termination at least ninety (90)days in
advance of the date of termination.
2.3 If either NorVergence or Verizon provides notice of termination pursuant to
Section 2.2 and on or before the proposed date of termination either
NorVergence or Verizon has requested negotiation of a new interconnection
agreement,unless this Agreement is cancelled or terminated earlier in
accordance with the terms hereof (including,but not limited to,pursuant to
Section 12),this Agreement shall remain in effect until the earlier of:(a)the
effective date of a new interconnectionagreement between NorVergence and
Verizon;or,(b)the date one (1)year after the proposed date of termination.
2.4 If either NorVergence or Verizon provides notice of termination pursuant to
Section 2.2 and by 11:59 PM Eastern Time on the proposed date of termination
neither NorVergence nor Verizon has requested negotiation of a new
interconnection agreement,(a)this Agreement will terminate at 11:59 PM
Eastern Time on the proposed date of termination,and (b)the Services being
provided under this Agreement at the time of termination will be terminated,
except to the extent that the Purchasing Party has requested that such Services
continue to be provided pursuant to an applicable Tariff or Statement of
Generally Available Terms (SGAT).
3.Glossary and Attachments
The Glossary and the following Attachments are a part of this Agreement:
Additional Services Attachment
Resale Attachment
Pricing Attachment
4.Applicable Law
4.1 The construction,interpretation and performance of this Agreement shall be
governed by (a)the laws of the United States of America and (b)the laws of the
State of Idaho,without regard to its conflicts of laws rules.All disputes relating to
this Agreement shall be resolved through the application of such laws.
4.2 Each Party shall remain in compliance with Applicable Law in the course of
performingthis Agreement.
4.3 Neither Party shall be liable for any delay or failure in performance by it that
results from requirements of Applicable Law,or acts or failures to act of any
governmental entity or official.
NorVergence ID Resale v2.6.doc 2
4.4 Each Party shall promptly notify the other Party in writing of any governmental
action that limits,suspends,cancels,withdraws,or otherwise materially affects,
the notifying Party's ability to perform its obligations under this Agreement.
4.5 If any provision of this Agreement shall be invalid or unenforceable under
Applicable Law,such invalidity or unenforceability shall not invalidateor render
unenforceable any other provision of this Agreement,and this Agreement shall
be construed as if it did not contain such invalid or unenforceable provision;
provided,that if the invalid or unenforceable provision is a material provisionof
this Agreement,or the invalidity or unenforceability materially affects the rights or
obligations of a Party hereunder or the ability of a Party to perform any material
provision of this Agreement,the Parties shall promptly renegotiate in good faith
and amend in writing this Agreement in order to make such mutually acceptable
revisionsto this Agreement as may be required in order to conform the
Agreement to Applicable Law.
4.6 If any legislative,regulatory,judicial or other governmental decision,order,
determination or action,or any change in Applicable Law,materially affects any
material provision of this Agreement,the rights or obligations of a Party
hereunder,or the ability of a Party to perform any material provision of this
Agreement,the Parties shall promptly renegotiate in good faith and amend in
writing this Agreement in order to make such mutually acceptable revisionsto
this Agreement as may be required in order to conform the Agreement to
Applicable Law.If within thirty (30)days of the effective date of such decision,
determination,action or change,the Parties are unable to agree in writing upon
mutually acceptable revisions to this Agreement,either Party may pursue any
remedies available to it under this Agreement,at law,in equity,or otherwise,
including,but not limited to,instituting an appropriate proceeding before the
Commission,the FCC,or a court of competent jurisdiction,without first pursuing
dispute resolution in accordance with Section 14 of this Agreement.
4.7 Notwithstanding anything in this Agreement to the contrary,if,as a result of any
legislative,judicial,regulatory or other governmental decision,order,
determination or action,or any change in Applicable Law,Verizon is not required
by Applicable Law to provide any Service,payment or benefit,otherwise required
to be provided to NorVergence hereunder,then Verizon may discontinuethe
provision of any such Service,payment or benefit,an&NorVergence shall
reimburse Verizon for any payment previously made by Verizon to NorVergence
that was not required by Applicable Law.Verizon will provide thirty (30)days
prior written notice to NorVergence of any such discontinuance of a Service,
unless a different notice period or different conditions are specified in this
Agreement (including,but not limited to,in an applicable Tariff)or Applicable Law
for termination of such Service in which eyent such specified period and/or
conditions shall apply.
5.Assignment
Neither Party may assign this Agreement or any right or interest under this Agreement,
nor delegate any obligation under this Agreement,without the prior written consent of the
other Party,which consent shall not be unreasonably withheld,conditioned or delayed.
Any attempted assignment or delegation in violation of this Section 5 shall be void and
ineffective and constitute default of this Agreement.
6.Assurance of Payment
6.1 Upon request by Verizon,NorVergence shall provide to Verizon adequate
assurance of payment of amounts due (or to become due)to Verizon hereunder.
NorVergence ID Resale v2.6.doc 3
6.2 Assurance of payment of charges may be requested by Verizon if NorVergence
(a)prior to the Effective Date,has failed to timely pay a bill rendered to
NorVergence by Verizon or its Affiliates,(b)on or after the Effective Date,fails to
timely pay a bill rendered to NorVergence by Verizon or its Affiliates,(c)in
Verizon's reasonable judgment,at the Effective Date or at any time thereafter,is
unableto demonstrate that it is creditworthy,or (d)admits its inability to pay its
debts as such debts become due,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 assignmentfor the benefit of
creditors or is subject to a receivership or similar proceeding.
6.3 Unless otherwise agreed by the Parties,the assurance of payment shall,at
Verizon's option,consist of (a)a cash security deposit in U.S.dollars held by
Verizon;or (b)an unconditional,irrevocable standby letter of credit naming
Verizon as the beneficiary thereof and otherwise in form and substance
satisfactory to Verizon from a financial institution acceptable to Verizon.The
cash security deposit or letter of credit shall be in an amount equal to two (2)
months anticipated charges (including,but not limited to,both recurring and non-
recurringcharges),as reasonably determined by Verizon,for the Servicesto be
provided by Verizon to NorVergence in connection with this Agreement.If
NorVergence meets the condition in subsection 6.2(d)above or has failed to
timely pay two or more bills rendered by Verizon or a Verizon Affiliate in any
twelve (12)-month period,Verizon may,at its option,demand alternate
assurance of payment,consisting of monthly advanced payments of estimated
charges,with appropriate true-up against actual billed charges no more
frequently than once per calendar quarter.
6.4 To the extent that Verizon elects to require a cash deposit,the Parties intend that
the provision of such deposit shall constitute the grant of a security interest in the
deposit pursuant to Article 9 of the Uniform Commercial Code as in effect in any
relevant jurisdiction.
6.5 If payment of interest on a cash deposit is required by an applicable Verizon
Tariff or by Applicable Law,interest will be paid on any such cash deposit held by
Verizon at the higher of the interest rate stated in such Tariff or the interest rate
required by Applicable Law.
6.6 Verizon may (but is not obligated to)draw on the letter of credit or cash deposit,
as applicable,upon notice to NorVergence in respect of any amounts to be paid
by NorVergence hereunder that are not paid within thirty (30)days of the date
that payment of such amounts is required by this Agreement.
6.7 If Verizon draws on the letter of credit or cash deposit,upon request by Verizon,
NorVergence shall provide a replacement or supplemental letter of credit or cash
deposit conforming to the requirements of Section 6.3.
6.8 Notwithstanding anything else set forth in this Agreement,if Verizon makes a
requestfor assurance of payment in accordance with the terms of this Section,
then Verizon shall have no obligation thereafter to perform under this Agreement
until such time as NorVergence has provided Verizon with such assurance of
payment.
6.9 The fact that a deposit or a letter of credit is requested by Verizon hereunder
shall in no way relieve NorVergencefrom compliance with the requirements of
this Agreement (including,but not limited to,any applicable Tariffs)as to
advance payments and payment for Services,nor constitute a waiver or
NorVergence ID Resale v2.6.doc 4
modification of the terms herein pertaining to the discontinuance of Servicesfor
nonpayment of any amounts payment of which is required by this Agreement.
7.Audits
7.1 Except as may be otherwise specifically provided in this Agreement,either Party
("Auditing Party")may audit the other Party's ("Audited Party")books,records,
documents,facilities and systems for the purpose of evaluating the accuracy of
the Audited Party's bills.Such audits may be performed once in each Calendar
Year;provided,however,that audits may be conducted more frequently (but no
more frequently than once in each Calendar Quarter)if the immediately
preceding audit found previously uncorrected net inaccuracies in billing in favor
of the Audited Party having an aggregate value of at least $1,000,000.
7.2 The audit shall be performed by independent certified public accountants
selected and paid by the Auditing Party.The accountants shall be reasonably
acceptable to the Audited Party.Prior to commencing the audit,the accountants
shall execute an agreement with the Audited Party in a form reasonably
acceptable to the Audited Party that protects the confidentiality of the information
disclosed by the Audited Party to the accountants.The audit shall take place at
a time and place agreed upon by the Parties;provided,that the Auditing Party
may require that the audit commence no later than sixty (60)days after the
Auditing Party has given notice of the audit to the Audited Party.
7.3 Each Party shall cooperate fully in any such audit,providing reasonable access
to any and all employees,books,records,documents,facilities and systems,
reasonably necessary to assess the accuracy of the Audited Party's bills.
7.4 Audits shall be performed at the Auditing Party's expense,provided that there
shall be no charge for reasonable access to the Audited Party's employees,
books,records,documents,facilities and systems necessary to assess the
accuracy of the Audited Party's bills.
8.Authorization
8.1 Verizon represents and warrants that it is a corporation duly organized,validly
existing and in good standing under the laws of the State of Washington and has
full power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.
8.2 NorVergence representsand warrants that it is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey,
and has full power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement.
8.3 NorVerqence Certification.
Notwithstanding any other provision of this Agreement,Verizon shall have no
obligation to perform under this Agreement until such time as NorVergence has
obtained such FCC and Commission authorization as may be required by
Applicable Law for conducting business in Idaho.NorVergence shall not place
any orders under this Agreement until it has obtained such authorization.
NorVergence shall provide proof of such authorization to Verizon upon request.
9.Billing and Payment;Disputed Amounts
NorVergence ID Resale v2.6.doc 5
9.1 Except as otherwise provided in this Agreement,each Party shall submit to the
other Party on a monthly basis in an itemized form,statement(s)of charges
incurred by the other Party under this Agreement.
9.2 Except as otherwise provided in this Agreement,payment of amounts billed for
Services provided under this Agreement,whether billed on a monthly basis or as
otherwise provided in this Agreement,shall be due,in immediately available U.S.
funds,on the later of the following dates (the "Due Date"):(a)the due date
specified on the billing Party's statement;or (b)twenty (20)days after the date
the statement is received by the billed Party.Payments shall be transmitted by
electronic funds transfer.
9.3 If any portion of an amount billed by a Party under this Agreement is subject to a
good faith dispute betweenthe Parties,the billed Party shall give notice to the
billing Party of the amounts it disputes ("DisputedAmounts")and include in such
notice the specific details and reasons for disputing each item.A Party may also
dispute prospectively with a single notice a class of chargesthat it disputes.
Notice of a dispute may be given by a Party at any time,either before or after an
amount is paid,and a Party's payment of an amount shall not constitute a waiver
of such Party's right to subsequently dispute its obligationto pay such amount or
to seek a refund of any amount paid.The billed Party shall pay by the Due Date
all undisputed amounts.Billing disputes shall be subject to the terms of Section
14,Dispute Resolution.
9.4 Charges due to the billing Party that are not paid by the Due Date,shall be
subject to a late payment charge.The late payment charge shall be in an
amount specified by the billing Party which shall not exceed a rate of one-and-
one-half percent (1.5%)of the overdue amount (includingany unpaid previously
billed late payment charges)per month.
9.5 Although it is the intent of both Parties to submit timely statements of charges,
failure by either Party to present statements to the other Party in a timely manner
shall not constitute a breach or default,or a waiver of the right to payment of the
incurred charges,by the billing Party under this Agreement,and,except for
assertion of a provision of Applicable Law that limits the period in which a suit or
other proceeding can be brought before a court or other governmental entity of
appropriate jurisdiction to collect amounts due,the billed Party shall not be
entitled to dispute the billing Party's statement(s)based on the billing Party's
failure to submit them in a timely fashion.
10.Confidentiality
10.1 As used in this Section 10,"Confidential Information"means the following
information that is disclosed by one Party ("Disclosing Party")to the other Party
("Receiving Party")in connection with,oranticipation of,this Agreement:
10.1.1 Books,records,documents and other informationdisclosed in an audit
pursuant to Section 7;
10.1.2 Any forecasting information provided pursuant to this Agreement;
10.1.3 Customer information (except to the extent that (a)the Customer
information is published in a directory,(b)the Customer information is
disclosed through or in the course of furnishing a Telecommunications
Service,such as a Directory Assistance Service,Operator Service,
Caller ID or similar service,or LIDB service,or (c)the Customer to
NorVergence ID Resale v2.6.doc 6
whom the Customer Informationis related has authorized the
Receiving Party to use and/or disclose the Customer Information);
10.1.4 information related to specific facilities or equipment (including,but not
limited to,cable and pair information);
10.1.5 any information that is in written,graphic,electromagnetic,or other
tangible form,and marked at the time of disclosure as "Confidential"or
"Proprietary;"and
10.1.6 any information that is communicated orally or visually and declaredto
the Receiving Party at the time of disclosure,and by written notice with
a statement of the information given to the Receiving Party within ten
(10)days after disclosure,to be "Confidential or "Proprietary".
Notwithstandingany other provision of this Agreement,a Party shall havethe
right to refuse to accept receipt of information which the other Party has identified
as Confidential Information pursuant to Sections 10.1.5 or 10.1.6.
10.2 Except as otherwise provided in this Agreement,the Receiving Party shall:
10.2.1 use the Confidential Information received from the Disclosing Party only
in performance of this Agreement;and
10.2.2 using the same degree of care that it uses with similar confidential
information of its own (but in no case a degree of care that is less than
commercially reasonable),hold Confidential Information receivedfrom
the Disclosing Party in confidence and restrict disclosure of the
Confidential Informationsolely to those of the Receiving Party's
Affiliates and the directors,officers,employees,Agents and
contractors of the Receiving Party and the Receiving Party's Affiliates,
that have a need to receive such Confidential Information in order to
perform the Receiving Party's obligations under this Agreement.The
Receiving Party's Affiliates and the directors,officers,employees,
Agents and contractors of the Receiving Party and the Receiving
Party's Affiliates,shall be required by the Receiving Party to comply
with the provisions of this Section 10 in the same manner as the
Receiving Party.The Receiving Party shall be liable for any failure of
the Receiving Party's Affiliates or the directors,officers,employees,
Agents or contractors of the Receiving Party or the Receiving Party's
Affiliates,to comply with the provisions of this Section 10.
10.3 The Receiving Party shall return or destroy all Confidential Information received
from the Disclosing Party,including any copies made by the Receiving Party,
within thirty (30)days after a written request by the Disclosing Party is delivered
to the Receiving Party,except for (a)Confidential Information that the Receiving
Party reasonably requires to perform its obligations under this Agreement,and
(b)one copy for archival purposes only.
10.4 Unless otherwise agreed,the obligations of Sections 10.2 and 10.3 do not apply
to informationthat:
10.4.1 was,at the time of receipt,already in the possession of or known to the
Receiving Party free of any obligation of confidentiality and restriction
on use;
NorVergence ID Resale v2.6.doc 7
10.4.2 is or becomes publicly available or known through no wrongful act of the
Receiving Party,the Receiving Party's Affiliates,or the directors,
officers,employees,Agents or contractors of the Receiving Party or
the Receiving Party's Affiliates;
10.4.3 is rightfully received from a third person having no direct or indirect
obligation of confidentiality or restriction on use to the Disclosing Party
with respect to such information;
10.4.4 is independently developed by the Receiving Party;
10.4.5 is approved for disclosure or use by written authorization of the
Disclosing Party (including,but not limited to,in this Agreement);or
10.4.6 is required to be disclosed by the Receiving Party pursuantto Applicable
Law,provided that the Receiving Party shall have made commercially
reasonable efforts to give adequate notice of the requirementto the
Disclosing Party in order to enable the Disclosing Party to seek
protective arrangements.
10.5 Notwithstanding the provisions of Sections 10.1 through 10.4,the Receiving
Party may use and disclose Confidential Information received from the Disclosing
Party to the extent necessary to enforce the Receiving Party's rights underthis
Agreement or Applicable Law.In making any such disclosure,the Receiving
Party shall make reasonable efforts to preserve the confidentiality and restrict the
use of the Confidential Information while it is in the possession of any person to
whom it is disclosed,including,but not limited to,by requesting any
governmental entity to whom the Confidential Information is disclosed to treat it
as confidential and restrict its use to purposes related to the proceeding pending
before it.
10.6 The Disclosing Party shall retain all of the Disclosing Party's right,title and
interest in any Confidential Information disclosed by the Disclosing Party to the
Receiving Party.Except as otherwise expressly provided in this Agreement,no
license is granted by this Agreement with respect to any Confidential Information
(including,but not limited to,under any patent,trademark or copyright),nor is
any such license to be implied solely by virtue of the disclosure of Confidential
Information.
10.7 The provisions of this Section 10 shall be in addition to and not in derogation of
any provisions of Applicable Law,including,but not limited to,47 U.S.C.§222,
and are not intendedto constitute a waiver by a Party of any right with regard to
the use,or protection of the confidentiality of,CPNI provided by Applicable Law.
10.8 Each Party's obligations under this Section 10 shall survive expiration,
cancellation or termination of this Agreement.
11.Counterparts
This Agreement may be executed in two or more counterparts,each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
12.Default
If either Party ("Defaulting Party")fails to make a payment required by this Agreement
(including,but not limited to,any payment required by Section 9.3 of undisputed amounts
NorVergence ID Resalev2.6.doc 8
to the billing Party)or materially breaches any other material provision of this Agreement,
and such failure or breach continues for thirty (30)days after written notice thereof from
the other Party,the other Party may,by written notice to the Defaulting Party,(a)
suspend the provision of any or all Services hereunder,or (b)cancel this Agreement and
terminate the provision of all Services hereunder.
13.Discontinuance of Service by NorVergence
13.1 If NorVergence proposes to discontinue,or actually discontinues,its provision of
service to all or substantially all of its Customers,whether voluntarily,as a result
of bankruptcy,or for any other reason,NorVergence shall send written notice of
such discontinuance to Verizon,the Commission,and each of NorVergence's
Customers.NorVergence shall provide such notice such number of days in
advance of discontinuance of its service as shall be required by Applicable Law.
Unless the period for advance notice of discontinuance of service required by
Applicable Law is more than thirty (30)days,to the extent commercially feasible,
NorVergence shall send such notice at least thirty (30)days prior to its
discontinuance of service.
13.2 Such notice must advise each NorVergence Customer that unless action is taken
by the NorVergence Customer to switch to a different carrier prior to
NorVergence's proposed discontinuance of service,the NorVergence Customer
will be without the service provided by NorVergenceto the NorVergence
Customer.
13.3 Should a NorVergence Customer subsequently become a Verizon Customer,
NorVergence shall provide Verizon with all information necessary for Verizon to
establish service for the NorVergence Customer,including,but not limited to,the
NorVergence Customer's billed name,listed name,service address,and billing
address,and the services being provided to the NorVergence Customer.
13.4 Nothing in this Section 13 shall limit Verizon's right to cancel or terminate this
Agreement or suspend provision of Services under this Agreement.
14.Dispute Resolution
14.1 Except as otherwise provided in this Agreement,any d,ispute between the Parties
regarding the interpretation or enforcement of this Agreement or any of its terms
shall be addressed by good faith negotiation between the Parties.To initiate
such negotiation,a Party must provide to the other Party written notice of the
dispute that includes both a detailed description of the dispute or alleged
nonperformance and the name of an individual who will serve as the initiating
Party's representative in the negotiation.The other Party shall have ten
Business Days to designate its own representative in the negotiation.The
Parties'representatives shall meet at least once within 45 days after the date of
the initiating Party's written notice in an attempt to reach a good faith resolution
of the dispute.Upon agreement,the Parties'representatives may utilize other
alternative dispute resolution procedures such as private mediation to assist in
the negotiations.
14.2 If the Parties have been unable to resolve the dispute within 45 days of the date
of the initiating Party's written notice,either Party may pursue any remedies
available to it under this Agreement,at law,in equity,or otherwise,including,but
not limited to,instituting an appropriate proceeding before the Commission,the
FCC,or a court of competent jurisdiction.
15.Force Majeure
NorVergence ID Resale v2.6.doc 9
15.1 Neither Party shall be responsiblefor any delay or failure in performancewhich
results from causes beyond its reasonable control ("Force MajeureEvents"),
whether or not foreseeable by such Party.Such Force Majeure Events include,
but are not limited to,adverse weather conditions,flood,fire,explosion,
earthquake,volcanic action,power failure,embargo,boycott,war,revolution,civil
commotion,act of public enemies,labor unrest (including,but not limited to,
strikes,work stoppages,slowdowns,picketing or boycotts),inability to obtain
equipment,parts,software or repairs thereof,acts or omissions of the other
Party,and acts of God.
15.2 If a Force Majeure Event occurs,the non-performing Party shall give prompt
notification of its inability to perform to the other Party.During the period that the
non-performing Party is unable to perform,the other Party shall also be excused
from performance of its obligations to the extent such obligations are reciprocal
to,or depend upon,the performance of the non-performing Party that has been
prevented by the Force Majeure Event.The non-performing Party shall use
commercially reasonable efforts to avoid or remove the cause(s)of its non-
performance and both Parties shall proceed to perform once the cause(s)are
removed or cease.
15.3 Notwithstanding the provisions of Sections 15.1 and 15.2,in no case shall a
Force Majeure Event excuse either Party from an obligation to pay money as
required by this Agreement.
15.4 Nothing in this Agreement shall requirethe non-performing Party to settle any
labor dispute except as the non-performing Party,in its sole discretion,
determines appropriate.
16.Forecasts
In addition to any other forecasts required by this Agreement,upon requestby Verizon,
NorVergenceshall provide to Verizon forecasts regarding the Servicesthat NorVergence
expects to purchase from Verizon,including,but not limited to,forecasts regardingthe
types and volumes of Services that NorVergence expects to purchase and the locations
where such Services will be purchased.
17.Fraud
NorVergence assumes responsibilityfor all fraud associated with its Customers and
accounts.Verizon shall bear no responsibilityfor,and shall have no obligation to
investigate or make adjustments to NorVergence's account in cases of,fraud by
NorVergence's Customers or other third parties.
18.Good Faith Performance
The Parties shall act in good faith in their performance of this Agreement.Except as
otherwise expressly stated in this Agreement (including,but not limited to,where
consent,approval,agreement or a similar action is stated to be within a Party's sole
discretion),where consent,approval,mutual agreement or a similar action is required by
any provision of this Agreement,such action shall not be unreasonablywithheld,
conditioned or delayed.If and,to the extent that,Verizon,prior to the Effective Date of
this Agreement,has not provided in the State of Idaho a service or arrangement offered
underthis Agreement,Verizon reserves the right to negotiate in good faith with
NorVergence reasonable terms and conditions (including,without limitation,rates and
implementationtimeframes)for such service or arrangement;and,if the Parties cannot
agreeto such terms and conditions (including,without limitation,rates and
NorVergence ID Resale v2.6.doc 10
implementationtimeframes),either Party may utilize the Agreement's dispute resolution
procedures.
19.Headings
The headings used in the Principal Document are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning of the Principal
Document.
20.Indemnification
20.1 Each Party ("Indemnifying Party")shall indemnify,defend and hold harmless the
other Party ("Indemnified Party"),the Indemnified Party's Affiliates,and the
directors,officers and employees of the Indemnified Party and the Indemnified
Party's Affiliates,from and against any and all Claims that arise out of bodily
injury to or death of any person,or damage to,or destruction or loss of,tangible
real and/or personal property of any person,to the extent such injury,death,
damage,destruction or loss,was proximately caused by the grossly negligentor
intentionally wrongful acts or omissions of the Indemnifying Party,the
Indemnifying Party's Affiliates,or the directors,officers,employees,Agents or
contractors (excluding the indemnified Party)of the IndemnifyingParty or the
Indemnifying Party's Affiliates,in connection with this Agreement.
20.2 Indemnification Process.
20.2.1 As used in this Section 20,"Indemnified Person"means a person whom
an Indemnifying Party is obligated to indemnify,defend and/or hold
harmless under Section 20.1.
20.2.2 An Indemnifying Party's obligations under Section 20.1 shall be
conditioned upon the following:
20.2.3 The Indemnified Person:(a)shall give the Indemnifying Party notice of
the Claim promptly after becoming aware thereof (includinga
statement of facts known to the indemnified Person related to the
Claim and an estimate of the amount thereof);(b)prior to taking any
material action with respect to a Third Party Claim,shall consult with
the Indemnifying Party as to the procedure to be followed in defending,
settling,or compromising the Claim;(c)shall not consent to any
settlement or compromise of a Third Party Claim without the written
consent of the Indemnifying Party;(d)shall permit the Indemnifying
Party to assume the defense of a Third Party Claim (including,except
as provided below,the compromise or settlement thereof)at the
Indemnifying Party's own cost and expense,provided,however,that
the Indemnified Person shall have the right to approve the
Indemnifying Party's choice of legal counsel.
20.2.4 If the Indemnified Person fails to comply with Section 20.2.3 with respect
to a Claim,to the extent such failure shall have a material adverse
effect upon the indemnifying Party,the indemnifying Party shall be
relieved of its obligationto indemnify,defend and hold harmless the
Indemnified Person with respect to such Claim under this Agreement.
20.2.5 Subject to 20.2.6 and 20.2.7,below,the Indemnifying Party shall have
the authority to defend and settle any Third Party Claim.
NorVergence ID Resale v2.6.doc 11
20.2.6 With respect to any Third Party Claim,the indemnified Person shall be
entitled to participate with the indemnifying Party in the defense of the
Claim if the Claim requests equitable relief or other relief that could
affect the rights of the IndemnifiedPerson.In so participating,the
Indemnified Person shall be entitled to employ separate counsel for the
defense at the Indemnified Person's expense.The IndemnifiedPerson
shall also be entitled to participate,at its own expense,in the defense
of any Claim,as to any portion of the Claim as to which it is not entitled
to be indemnified,defended and held harmless by the Indemnifying
Party.
20.2.7 In no event shall the Indemnifying Party settle a Third Party Claim or
consent to any judgment with regard to a Third Party Claim without the
prior written consent of the Indemnified Party,which shall not be
unreasonably withheld,conditioned or delayed.In the event the
settlement or judgment requires a contribution from or affects the rights
of an Indemnified Person,the Indemnified Person shall havethe right
to refuse such settlement or judgment with respect to itself and,at its
own cost and expense,take over the defense against the Third Party
Claim,provided that in such event the Indemnifying Party shall not be
responsible for,nor shall it be obligated to indemnify or hold harmless
the Indemnified Person against,the Third Party Claim for any amount
in excess of such refused settlement or judgment.
20.2.8 The Indemnified Person shall,in all cases,assert any and all provisions
in applicable Tariffs and Customer contracts that limit liability to third
persons as a bar to,or limitation on,any recovery by a third-person
claimant.
20.2.9 The Indemnifying Party and the Indemnified Person shall offer each
other all reasonable cooperation and assistance in the defense of any
Third Party Claim.
20.3 Each Party agrees that it will not implead or bring any action against the other
Party,the other Party's Affiliates,or any of the directors,officers or employees of
the other Party or the other Party's Affiliates,based on any claim by any person
for personal injury or death that occurs in the course or scope of employment of
such person by the other Party or the other Party's Affiliate and that arises out of
performance of this Agreement.
20.4 Each Party's obligations under this Section 20 shall survive expiration,
cancellation or termination of this Agreement.
21.Insurance
21.1 NorVergence shall maintain during the term of this Agreement and for a period of
two years thereafter all insurance and/or bonds required to satisfy its obligations
underthis Agreement (including,but not limited to,its obligations set forth in
Section 20 hereof)and all insurance and/or bonds required by Applicable Law.
The insurance and/or bonds shall be obtained from an insurer having an A.M.
Best insurance rating of at least A-,financial size category VII or greater.At a
minimum and without limiting the foregoing undertaking,NorVergence shall
maintainthe following insurance:
21.1.1 Commercial General Liability insurance,on an occurrence basis,
including but not limited to,premises-operations,broad form property
damage,products/completed operations,contractual liability,
NorVergence ID Resale v2.6.doc 12
independent contractors,and personal injury,with limits of at least
$2,000,000 combined single limit for each occurrence.
21.1.2 Commercial Motor Vehicle Liability Insurance covering all owned,hired
and non-owned vehicles,with limits of at least $2,000,000 combined
single limit for each occurrence.
21.1.3 Excess Liability Insurance,in the umbrella form,with limits of at least
$10,000,000 combined single limit for each occurrence.
21.1.4 Worker's Compensation Insurance as required by Applicable Law and
Employer's Liability Insurance with limits of not less than $2,000,000
per occurrence.
21.1.5 All risk property insurance on a full replacement cost basis for all of
NorVergence's real and personal property located at any Collocation
site or otherwise located on or in any Verizon premises (whether
owned,leased or otherwise occupied by Verizon),facility,equipment
or right-of-way.
21.2 Any deductibles,self-insured retentions or loss limits ("Retentions")for the
foregoing insurance must be disclosed on the certificates of insuranceto be
provided to Verizon pursuant to Sections 21.4 and 21.5,and Verizon reserves
the right to reject any such Retentions in its reasonable discretion.All Retentions
shall be the responsibility of NorVergence.
21.3 NorVergence shall name Verizon and Verizon's Affiliates as additional insureds
on the foregoing liability insurance.
21.4 NorVergence shall,within two (2)weeks of the Effective Date hereof at the time
of each renewal of,or material change in,NorVergence 's insurance policies,and
at such other times as Verizon may reasonably specify,furnish certificates or
other proof of the foregoing insurance reasonably acceptable to Verizon.The
certificates or other proof of the foregoing insuranceshall be sent to:Director -
Contract Performance &Administration,Verizon Wholesale Markets,600 Hidden
Ridge,HQEWMNOTICES,Irving.TX 75038.
21.5 NorVergenceshall require its contractors,if any,that n'lay enter upon the
premises or access the facilities or equipment of Verizon or Verizon's affiliates to
maintain insurance in accordance with Sections 21.1 through 21.3 and,if
requested,to furnish Verizon certificates or other adequate proof of such
insurance acceptable to Verizon in accordance with Section 21.4
21.6 If NorVergenceor NorVergence's contractors fail to maintain insurance as
required in Sections 21.1 through 21.5,above,Verizon may (but shall not be
obligated to)purchase such insurance and NorVergence shall reimburse Verizon
for the cost of the insurance.
21.7 Certificates furnished by NorVergence or NorVergence's contractors shall
contain a clause stating:"Verizon Northwest Inc.shall be notified in writing at
least thirty (30)days prior to cancellation of,or any material change in,the
insurance."
22.Intellectual Property
22.1 Except as expressly stated in this Agreement,this Agreement shall not be
construed as granting a license with respect to any patent,copyright,trade
NorVergence ID Resale v2.6.doc 13
name,trademark,service mark,trade secret or any other intellectual property,
now or hereafter owned,controlled or licensable by either Party.Except as
expressly stated in this Agreement,neither Party may use any patent,
copyrightable materials,trademark,trade name,trade secret or other intellectual
property right,of the other Party except in accordance with the terms of a
separate license agreement between the Parties granting such rights.
22.2 Except as stated in Section 22.4,neither Party shall have any obligation to
defend,indemnify or hold harmless,or acquire any license or right for the benefit
of,or owe any other obligation or have any liability to,the other Party or its
Affiliates or Customers based on or arising from any Third Party Claim alleging or
asserting that the provision or use of any service,facility,arrangement,or
software by either Party under this Agreement,or the performanceof any service
or method,either alone or in combination with the other Party,constitutes direct,
vicarious or contributory infringement or inducement to infringe,or misuse or
misappropriation of any patent,copyright,trademark,trade secret,or any other
proprietary or intellectual property right of any Party or third person.Each Party,
however,shall offer to the other reasonable cooperation and assistance in the
defense of any such claim.
22.3 NOTWITHSTANDINGANY OTHER PROVISIONOF THIS AGREEMENT,THE
PARTIESAGREE THAT NEITHER PARTY HAS MADE,AND THAT THERE
DOES NOT EXIST,ANY WARRANTY,EXPRESS OR IMPLIED,THAT THE
USE BY EACH PARTY OF THE OTHER'S SERVICES PROVIDED UNDER
THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT,
MISUSE,OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY
RIGHT.
22.4 NorVergence agrees that the Services provided by Verizon hereunder shall be
subject to the terms,conditions and restrictions contained in any applicable
agreements (including,but not limited to software or other intellectual property
license agreements)between Verizon and Verizon's vendors.Verizon agrees to
advise NorVergence,directly or through a third party,of any such terms,
conditions or restrictions that may limit any NorVergence use of a Service
provided by Verizon that is otherwise permitted by this Agreement.At
NorVergence's written request,to the extent required by Applicable Law,Verizon
will use Verizon's best efforts,as commercially practicable,to obtain intellectual
property rights from Verizon's vendor to allow NorVergenceto use the Service in
the same manner as Verizon that are coextensive with Verizon's intellectual
property rights,on terms and conditions that are equal in quality to the terms and
conditions under which Verizon has obtained Verizon's intellectual property
rights.NorVergence shall reimburse Verizon for the cost of obtaining such rights.
23.Joint Work Product
The Principal Document is the joint work product of the Parties,has been negotiated by
the Parties,and shall be fairly interpreted in accordance with its terms.In the event of
any ambiguities,no inferences shall be drawn against either Party.
24.Law Enforcement
24.1 Each Party may cooperate with law enforcement authorities and national security
authorities to the full extent required or permitted by Applicable Law in matters
related to Services provided by it under this Agreement,including,but not limited
to,the production of records,the establishment of new lines or the installation of
new services on an existing line in order to support law enforcement and/or
NorVergence ID Resale v2.6.doc 14
national security operations,and,the installation of wiretaps,trap-and-trace
facilities and equipment,and dialed number recording facilities and equipment.
24.2 A Party shall not have the obligation to inform the other Party or the Customers
of the other Party of actions taken in cooperating with law enforcement or
national security authorities,except to the extent required by Applicable Law.
24.3 Where a law enforcement or national security request relates to the
establishment of lines (including,but not limited to,lines established to support
interception of communications on other lines),or the installation of other
services,facilities or arrangements,a Party may act to prevent the other Party
from obtaining access to information concerning such lines,services,facilities
and arrangements,through operations support system interfaces.
25.Liability
25.1 As used in this Section 25,"Service Failure"means a failure to comply with a
direction to install,restore or terminate Services under this Agreement,a failure
to provide Services under this Agreement,and failures,mistakes,omissions,
interruptions,delays,errors,defects or the like,occurring in the course of the
provision of any Services under this Agreement.
25.2 Except as otherwise stated in Section 25.5,the liability,if any,of a Party,a
Party's Affiliates,and the directors,officers and employees of a Party and a
Party's Affiliates,to the other Party,the other Party's Customers,and to any
other person,for Claims arising out of a Service Failure shall not exceed an
amount equal to the pro rata applicable monthly charge for the Services that are
subject to the Service Failure for the period in which such Service Failure occurs.
25.3 Except as otherwise stated in Section 25.5,a Party,a Party's Affiliates,and the
directors,officers and employees of a Party and a Party's Affiliates,shall not be
liable to the other Party,the other Party's Customers,or to any other person,in
connection with this Agreement (including,but not limited to,in connectionwith a
Service Failure or any breach,delay or failure in performance,of this Agreement)
for special,indirect,incidental,consequential,reliance,exemplary,punitive,or
like damages,including,but not limited to,damages for lost revenues,profits or
savings,or other commercial or economic loss,even if,the person whose liability
is excluded by this Section has been advised of the possibility of such damages.
25.4 The limitations and exclusions of liability stated in Sections 25.1 through 25.3
shall apply regardless of the form of a claim or action,whether statutory,in
contract,warranty,strict liability,tort (including,but not limited to,negligence of a
Party),or otherwise.
25.5 Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability:
25.5.1 under Sections 20,indemnification,or 41,Taxes.
25.5.2 for any obligation to indemnify,defend and/or hold harmless that a Party
may have under this Agreement.
25.5.3 for damages arising out of or resulting from bodily injury to or death of
any person,or damage to,or destruction or loss of,tangible real and/or
personal property of any person,or Toxic or Hazardous Substances,to
the extent such damages are otherwise recoverable under Applicable
Law;
NorVergence ID Resale v2.6.doc 15
25.5.4 for a claim for infringement of any patent,copyright,trade name,trade
mark,service mark,or other intellectual property interest;
25.5.5 under Section 258 of the Act or any order of FCC or the Commission
implementing Section 258;or
25.5.6 under the financial incentive or remedy provisions of any service quality
plan required by the FCC or the Commission.
25.6 in the event that the liability of a Party,a Party's Affiliate,or a director,officer or
employee of a Party or a Party's Affiliate,is limited and/or excluded under both
this Section 25 and a provision of an applicable Tariff,the liability of the Party or
other person shall be limited to the smaller of the amounts for which such Party
or other person would be liable under this Section or the Tariff provision.
25.7 Each Party shall,in its tariffs and other contracts with its Customers,providethat
in no case shall the other Party,the other Party's Affiliates,or the directors,
officers or employees of the other Party or the other Party's Affiliates,be liable to
such Customers or other third-personsfor any special,indirect,incidental,
consequential,reliance,exemplary,punitive or other damages,arising out of a
Service Failure.
26.Network Management
26.1 Cooperation.The Parties will work cooperatively in a commercially reasonable
manner to install and maintain a reliable network.NorVergence and Verizon will
exchange appropriate information (e.g.,network information,maintenance
contact numbers,escalation procedures,and information required to comply with
requirements of law enforcement and national security agencies)to achievethis
desired reliability.In addition,the Parties will work cooperatively in a
commercially reasonable manner to apply sound network management principles
to alleviate or to prevent traffic congestion and subject to Section 17,to minimize
fraud associated with third number billed calls,calling card calls,and other
services related to this Agreement.
26.2 Responsibility for Followinq Standards.Each Party recognizes a responsibilityto
follow the standards that may be agreed to between the Parties and to employ
characteristics and methods of operation that will not interfere with or impair the
service,network or facilities of the other Party or any third parties connected with
or involved directly in the network or facilities of the other.
26.3 Interference or Impairment.If a Party ("Impaired Party")reasonably determines
that the services,network,facilities,or methods of operation,of the other Party
("Interfering Party")will or are likely to interfere with or impair the impaired Party's
provision of services or the operation of the impaired Party's network or facilities,
the Impaired Party may interrupt or suspend any Service providedto the
Interfering Party to the extent necessary to prevent such interference or
impairment,subject to the following:
26.3.1 Except in emergency situations (e.g.,situations involving a risk of bodily
injury to persons or damage to tangible property,or an interruption in
Customer service)or as otherwise provided in this Agreement,the
Impaired Party shall have given the Interfering Party at least ten (10)
days'prior written notice of the interference or impairment or potential
interference or impairment and the need to correct the conditionwithin
said time period;and taken other actions,if any,required by Applicable
Law;and,
NorVergence ID Resale v2.6.doc 16
26.3.2 Upon correction of the interference or impairment,the Impaired Party will
promptly restore the interruptedor suspended Service.The Impaired
Party shall not be obligated to provide an out-of-service credit
allowance or other compensation to the Interfering Party in connection
with the suspended Service.
26.4 Outage Repair Standard.In the event of an outage or trouble in any Service
being provided by a Party hereunder,the Providing Party will follow Verizon's
standard procedures for isolating and clearingthe outage or trouble.
27.Non-Exclusive Remedies
Except as otherwise expressly provided in this Agreement,each of the remedies
provided under this Agreement is cumulative and is in addition to any other remedies that
may be available under this Agreement or at law or in equity.
28.Notice of Network Changes
If a Party makes a change in the information necessaryfor the transmission and routing
of services using that Party's facilities or network,or any other change in its facilities or
network that will materially affect the interoperability of its facilities or network with the
other Party's facilities or network,the Party making the change shall publish notice of the
change at least ninety (90)days in advance of such change,and shall use reasonable
efforts,as commercially practicable,to publish such notice at least one hundred eighty
(180)days in advance of the change;provided,however,that if an earlier publicationof
notice of a change is required by Applicable Law (including,but not limited to,47 CFR
51.325 through 51.335)notice shall be given at the time required by Applicable Law.
29.Notices
29.1 Except as otherwise provided in this Agreement,notices given by one Party to
the other Party under this Agreement:
29.1.1 shall be in writing;
29.1.2 shall be delivered (a)personally,(b)by express delivery service with
next Business Day delivery,(c)by First Class,certified or registered
U.S.mail,postage prepaid,or (d)by facsimile telecopy,with a copy
delivered in accordance with (a),(b)or (c),preceding;and
29.1.3 shall be delivered to the following addresses of the Parties:
To NorVergence:
Jim Gattuso
Director of Corporate Affairs
550 Broad Street,3rd Floor
Newark,NJ 07102
Telephone Number:[phone]
Facsimile Number:[phone]
Internet Address:[e-mail]
To Verizon:
NorVergence ID Resale v2.6.doc 17
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]
with a copy to:
Vice President and Associate General Counsel
Verizon Wholesale Markets
1515 North Court House Road
Suite 500
Arlington,VA 22201
Facsimile:703-351-3664
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (a)where there is personal
delivery of the notice,the date of actual receipt,(b)where the notice is sent via
express delivery service for next Business Day delivery,the next Business Day
after the notice is sent,(c)where the notice is sent via First Class U.S.Mail,
three (3)Business Days after mailing,(d)where notice is sent via certified or
registered U.S.mail,the date of receipt shown on the Postal Service receipt,and
(e)where the notice is sent via facsimile telecopy,if the notice is sent on a
Business Day and before 5 PM.in the time zone where it is received,on the date
set forth on the telecopy confirmation,or if the notice is sent on a non-Business
Day or if the notice is sent after 5 PM in the time zone where it is received,the
next Business Day after the date set forth on the telecopy confirmation.
30.Ordering and Maintenance
NorVergence shall use Verizon's electronic Operations Support System access platforms
to submit Orders and requests for maintenance and repair of Services,and to engage in
other pre-ordering,ordering,provisioning,maintenance and repair transactions.If
Verizon has not yet deployed an electronic capability for NorVergence to perform a pre-
ordering,ordering,provisioning,maintenance or repair,transaction offered by Verizon,
NorVergence shall use such other processes as Verizon has made available for
performing such transaction (including,but not limited,to submission of Orders by
telephonic facsimile transmission and placing trouble reports by voice telephone
transmission).
31.Performance Standards
31.1 Verizon shall provide Services under this Agreement in accordance with the
performance standards required by Applicable Law,including,but not limited to,
Section 251(c)of the Act.
31.2 To the extent required by Appendix D,Section V,"Carrier-to-Carrier Performance
Plan (Including Performance Measurements),"and Appendix D,Attachment A,
"Carrier-to-Carrier PerformanceAssurance Plan,"of the Merger Order,Verizon
shall provide performance measurement results to NorVergence.
31.3 NorVergence shall provide Services under this Agreement in accordance with the
performance standards required by Applicable Law.
NorVergence ID Resale v2.6.doc 18
32.Point of Contact for NorVergence Customers
32.1 NorVergence shall establish telephone numbers and mailing addresses at which
NorVergence Customers may communicate with NorVergence and shall advise
NorVergence Customers of these telephone numbers and mailing addresses.
32.2 Except as otherwise agreed to by Verizon,Verizon shall have no obligation,and
may decline,to accept a communication from a NorVergenceCustomer,
including,but not limited to,a NorVergenceCustomer requestfor repair or
maintenance of a Verizon Service provided to NorVergence.
33.Predecessor Agreements
33.1 Except as stated in Section 33.2 or as otherwise agreed in writing by the Parties:
33.1.1 Further to the provisions of Section 1 of the General Terms and
Conditions of this Agreement,any prior interconnection or resale
agreement betweenthe Parties for the State of Idaho pursuantto
Section 252 of the Act and in effect prior to the EffectiveDate is hereby
amended,extended and restated;and
33.1.2 any Services that were purchased by one Party from the other Party
under a prior interconnection or resale agreement between the Parties
for the State of Idaho pursuant to Section 252 of the Act and in effect
prior to the Effective Date,shall as of the Effective Date be subject to
and purchased under this Agreement.
33.2 Except as otherwise agreed in writing by the Parties,if a Service purchasedby a
Party under a prior interconnection or resale agreement betweenthe Parties
pursuant to Section 252 of the Act was subject to a contractual commitment that
it would be purchased for a period of longer than one month,and such period
had not yet expired as of the Effective Date and the Service had not been
terminated prior to the Effective Date,to the extent not inconsistentwith this
Agreement,such commitment shall remain in effect and the Service will be
purchased under this Agreement;provided,that if this Agreement would
materially alter the terms of the commitment,either Party make elect to cancel
the commitment.
33.3 If either Party elects to cancel the commitment pursuant to the proviso in Section
33.2,the Purchasing Party shall not be liable for any termination charge that
would otherwise have applied.However,if the commitment was cancelled by the
Purchasing Party,the Providing Party shall be entitled to paymentfrom the
Purchasing Party of the difference between the price of the Servicethat was
actually paid by the Purchasing Party under the commitment and the price of the
Service that would have applied if the commitment had been to purchase the
Service only until the time that the commitment was cancelled.
34.Publicity and Use of Trademarks or Service Marks
34.1 A Party,its Affiliates,and their respective contractors and Agents,shall not use
the other Party's trademarks,service marks,logos or other proprietary trade
dress,in connection with the sale of products or services,or in any advertising,
press releases,publicity matters or other promotional materials,unless the other
Party has given its written consent for such use,which consent the other Party
may grant or withhold in its sole discretion.
NorVergence ID Resale v2.6.doc 19
34.2 Neither Party may imply any direct or indirect affiliation with or sponsorship or
endorsement of it or its services or products by the other Party.
34.3 Any violation of this Section 34 shall be considered a material breach of this
Agreement.
35.References
35.1 All references to Sections,Appendices and Exhibits shall be deemed to be
references to Sections,Appendices and Exhibits of this Agreement unless the
context shall otherwise require.
35.2 Unless the context shall otherwise require,any reference to a Tariff,agreement,
technical or other document (including Verizon or third party guides,practices or
handbooks),or provision of Applicable Law,is to such Tariff,agreement,
document,or provision of Applicable Law,as amended and supplementedfrom
time to time (and,in the case of a Tariff or provision of Applicable Law,to any
successor Tariff or provision).
36.Relationship of the Parties
36.1 The relationship of the Parties under this Agreement shall be that of independent
contractors and nothing herein shall be construed as creating any other
relationship between the Parties.
36.2 Nothing contained in this Agreement shall make either Party the employee of the
other,create a partnership,joint venture,or other similar relationship between
the Parties,or grant to either Party a franchise,distributorship or similar interest.
36.3 Except for provisions herein expressly authorizing a Party to act for another
Party,nothing in this Agreement shall constitute a Party as a legal representative
or Agent of the other Party,nor shall a Party have the right or authority to
assume,create or incur any liability or any obligation of any kind,express or
implied,against,in the name or on behalf of the other Party unless otherwise
expressly permitted by such other Party in writing,which permission may be
granted or withheld by the other Party in its sole discretion.
36.4 Each Party shall have sole authority and responsibility to hire,fire,compensate,
supervise,and otherwise control its employees,Agents and contractors.Each
Party shall be solely responsible for paymentof any Social Security or other
taxes that it is required by Applicable Law to pay in conjunction with its
employees,Agents and contractors,and for withholding and remittingto the
applicable taxing authorities any taxes that it is required by Applicable Law to
collect from its employees.
36.5 Except as otherwise expressly provided n this Agreement,no Party undertakes
to perform any obligation of the other Party,whether regulatory or contractual,or
to assume any responsibility for the management of the other Party's business.
36.6 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
37.Reservation of Rights
37.1 Notwithstanding anything to the contrary in this Agreement,neither Party waives,
and each Party hereby expressly reserves,its rights:(a)to appeal or otherwise
seek the reversal of and changes in any arbitration decision associated with this
Agreement;(b)to challenge the lawfulnessof this Agreement and any provision
NorVergence ID Resale v2.6.doc 20
of this Agreement;(c)to seek changes in this Agreement (including,but not
limited to,changes in rates,charges and the Services that must be offered)
through changes in Applicable Law;(d)to challenge the lawfulnessand propriety
of,and to seek to change,any Applicable Law,including,but not limited to any
rule,regulation,order or decision of the Commission,the FCC,or a court of
applicablejurisdiction;and (e)to collect debts owed to it under any prior
interconnectionor resale agreements.Nothing in this Agreement shall be
deemed to limit or prejudice any position a Party has taken or may take before
the Commission,the FCC,any other state or federal regulatory or legislative
bodies,courts of applicable jurisdiction,or industry fora.The provisionsof this
Section shall survive the expiration,cancellation or termination of this
Agreement.
37.2 NorVergence acknowledges NorVergence has been advised by Verizon that it is
Verizon's position that:
37.2.1 This Agreement contains certain provisions which are intended to reflect
Applicable Law and Commission and/or FCC arbitration decisions;and
37.2.2 For the purposes of Appendix D,Sections 31 and 32,of the Merger
Order,such provisions shall not be deemed to have been voluntarily
negotiated or agreed to by Verizon and shall not be availableto
carriers pursuant to Appendix D,Sections 31 and 32 of the Merger
Order.
38.Subcontractors
A Party may use a contractor of the Party (including,but not limited to,an Affiliate of the
Party)to perform the Party's obligations under this Agreement;provided,that a Party's
use of a contractor shall not release the Party from any duty or liability to fulfill the Party's
obligations under this Agreement.
39.Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the Parties and their
respective legal successors and permitted assigns.
40.Survival
The rights,liabilities and obligations of a Party for acts or omissions occurring prior to the
expiration,cancellation or termination of this Agreement,the rights,liabilities and
obligations of a Party under any provision of this Agreement regarding confidential
information (including but not limited to,Section 10),indemnification or defense
(including,but not limited to,Section 20),or limitation or exclusion of liability (including,
but not limited to,Section 25),and the rights,liabilities and obligations of a Party under
any provision of this Agreement which by its terms or nature is intended to continue
beyond or to be performed after the expiration,cancellation or termination of this
Agreement,shall survive the expiration,cancellation or termination of this Agreement.
41.Taxes
41.1 In General.With respect to any purchase hereunder of Services,if any federal,
state or local tax,fee,surcharge or other tax-like charge (a "Tax")is requiredor
permitted by Applicable Law or a Tariff to be collected from the Purchasing Party
by the Providing Party,then (a)the Providing Party shall properly bill the
Purchasing Party for such Tax,(b)the Purchasing Party shall timely remit such
NorVergence ID Resale v2.6.doc 21
Tax to the Providing Party and (c)the Providing Party shall timely remit such
collected Tax to the applicable taxing authority.
41.2 Taxes Imposed on the Providinq Party.With respect to any purchase hereunder
of Services,if any federal,state or local Tax is imposed by Applicable Law on the
receipts of the Providing Party,and such Applicable Law permits the Providing
Party to exclude certain receipts received from sales for resale to a public utility,
distributor,telephone company,local exchange carrier,telecommunications
company or other communications company ("TelecommunicationsCompany"),
such exclusion being based solely on the fact that the Purchasing Party is also
subject to a tax based upon receipts ("Receipts Tax"),then the Purchasing Party
(a)shall providethe Providing Party with notice in writing in accordance with
Section 41.6 of this Agreement of its intent to pay the Receipts Tax and (b)shall
timely pay the Receipts Tax to the applicable tax authority.
41.3 Taxes Imposed on Customers.With respect to any purchase hereunder of
Services that are resold to a third party,if any federal,state or local Tax is
imposed by Applicable Law on the subscriber,end-user,Customer or ultimate
consumer ("Subscriber")in connection with any such purchase,which a
Telecommunications Company is required to impose and/or collect from a
Subscriber,then the Purchasing Party (a)shall be requiredto impose and/or
collect such Tax from the Subscriber and (b)shall timely remit such Tax to the
applicable taxing authority.
41.4 Liability for Uncollected Tax,Interest and Penalty.If the Providing Party has not
received an exemption certificate from the Purchasing Party and the Providing
Party fails to bill the Purchasing Party for any Tax as required by Section 41.1,
then,as between the Providing Party and the Purchasing Party,(a)the
Purchasing Party shall remain liable for such unbilled Tax and (b)the Providing
Party shall be liable for any interest assessed thereon and any penalty assessed
with respect to such unbilled Tax by such authority.If the Providing Party
properly bills the Purchasing Party for any Tax but the Purchasing Party fails to
remit such Tax to the Providing Party as required by Section 41.1,then,as
between the Providing Party and the Purchasing Party,the Purchasing Party
shall be liable for such uncollected Tax and any interest assessed thereon,as
well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority.If the Providing Party doestnot collect any Tax as
required by Section 41.1 because the Purchasing Party has provided such
Providing Party with an exemption certificate that is later found to be inadequate
by a taxing authority,then,as between the Providing Party and the Purchasing
Party,the Purchasing Party shall be liable for such uncollected Tax and any
interest assessed thereon,as well as any penalty assessed with respect to such
uncollected Tax by the applicable taxing authority.If the Purchasing Party fails to
pay the Receipts Tax as required by Section 41.2,then,as between the
Providing Party and the Purchasing Party,(x)the Providing Party shall be liable
for any Tax imposed on its receipts and (y)the Purchasing Party shall be liable
for any interest assessed thereon and any penalty assessed upon the Providing
Party with respect to such Tax by such authority.If the Purchasing Party fails to
impose and/or collect any Tax from Subscribers as required by Section 41.3,
then,as between the Providing Party and the Purchasing Party,the Purchasing
Party shall remain liable for such uncollected Tax and any interest assessed
thereon,as well as any penalty assessed with respect to such uncollected Tax by
the applicable taxing authority.With respect to any Tax that the Purchasing
Party has agreed to pay,or is requiredto impose on and/or collect from
Subscribers,the Purchasing Party agrees to indemnify and hold the Providing
Party harmless on an after-tax basis for any costs incurred by the Providing Party
NorVergence ID Resale v2.6.doc 22
as a result of actions taken by the applicable taxing authority to recover the Tax
from the Providing Party due to the failure of the Purchasing Party to timely pay,
or collect and timely remit,such Tax to such authority.In the event either Party
is audited by a taxing authority,the other Party agrees to cooperate fully with the
Party being audited in order to respond to any audit inquiries in a proper and
timely manner so that the audit and/or any resulting controversy may be resolved
expeditiously.
41.5 Tax Exemptions and ExemptionCertificates.If Applicable Law clearly exempts a
purchase hereunder from a Tax,and if such Applicable Law also providesan
exemption procedure,such as an exemption-certificate requirement,then,if the
Purchasing Party complies with such procedure,the Providing Party shall not
collect such Tax during the effective period of such exemption.Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in Section 41.6.If Applicable Law clearly
exempts a purchase hereunder from a Tax,but does not also provide an
exemption procedure,then the Providing Party shall not collect such Tax if the
Purchasing Party (a)furnishes the Providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Applicable
Law which clearly allows such exemption and (b)supplies the Providing Party
with an indemnification agreement,reasonably acceptableto the Providing Party
(e.g.,an agreement commonly used in the industry),which holds the Providing
Party harmless on an after-tax basis with respect to its forbearing to collect such
Tax.
41.6 All notices,affidavits,exemption-certificatesor other communicationsrequired or
permitted to be given by either Party to the other,for purposes of this Section 41,
shall be made in writing and shall be delivered in person or sent by certified mail,
return receipt requested,or registered mail,or a courier service providing proof of
service,and sent to the addressees set forth in Section 29 as well as to the
following:
To Verizon:
Tax Administration
Verizon Communications
1095 Avenue of the Americas
Room 3109
New York,NY 10036
To NorVergence:
Jim Gattuso
Director of Corporate Affairs
550 Broad Street,3rd Flõor
Newark,New Jersey 07102
Either Party may from time to time designate another address or other
addressees by giving notice in accordance with the terms of this Section.Any
notice or other communication shall be deemed to be given when received.
42.Technology Upgrades
Notwithstanding any other provision of this Agreement,Verizon shall havethe right to
deploy,upgrade,migrate and maintain its network at its discretion.The Parties
acknowledge that Verizon,at its election,may deploy fiber throughout its network and
that such fiber deployment may inhibit or facilitate NorVergence's ability to provide
NorVergence ID Resale v2.6.doc 23
service using certain technologies.Nothing in this Agreement shall limit Verizon's ability
to modify its network through the incorporation of new equipment or software or
otherwise.NorVergence shall be solely responsible for the cost and activities associated
with accommodating such changes in its own network.
43.Territory
43.1 This Agreement applies to the territory in which Verizon operates as an
Incumbent Local Exchange Carrier in the State of Idaho.Verizon shall be
obligated to provide Services under this Agreement only within this territory.
43.2 Notwithstandingany other provision of this Agreement,Verizon may terminate
this Agreement as to a specific operating territory or portion thereof if Verizon
sells or otherwise transfers its operations in such territory or portionthereof to a
third-person.Verizon shall provide NorVergencewith at least 90 calendardays
prior written notice of such termination,which shall be effective upon the date
specified in the notice.
44.Third Party Beneficiaries
Except as expressly set forth in this Agreement,this Agreement is for the sole benefit of
the Parties and their permitted assigns,and nothing herein shall create or be construed
to provide any third-persons (including,but not limited to,Customers or contractors of a
Party)with any rights (including,but not limited to,any third-party beneficiary rights)
hereunder.Except as expressly set forth in this Agreement,a Party shall have no liability
under this Agreement to the Customers of the other Party or to any other third person.
45.251 and 271 Requirements
45.1 The Parties agree that the performance of the terms of this Agreement will satisfy
Verizon's obligations under Section 251 of the Act,and the requirements of the
Checklist under Section 271 of the Act.
45.2 The Parties understand and agree that this Agreement will be filed with the
Commission and may thereafter be filed with the FCC as an integral part of an
application by Verizon or an Affiliate of Verizon pursuant to-Section 271(d)of the
Act.In the event that any one or more of the provisions contained herein in
Verizon's reasonable determination is likely to adversely affect the application
pursuant to Section 271(d)of the Act,the Parties agree to make the revisions
necessaryto eliminate such adverse effect on the application.
46.252(i)Obligations
46.1 To the extent required by Applicable Law,each Party shall comply with Section
252(i)of the Act and Appendix D,Sections 30 through 32,of the Merger Order
("MergerOrder MFN Provisions").
46.2 To the extent that the exercise by NorVergence of any rights it may have under
Section 252(i)or the Merger Order MFN Provisions results in the rearrangement
of Services by Verizon,NorVergence shall be solely liable for all costs associated
therewith,as well as for any termination charges associated with the termination
of existing Verizon Services.
47.Use of Service
Each Party shall make commercially reasonable efforts to ensure that its Customers
comply with the provisions of this Agreement (including,but not limited to the provisions
NorVergence ID Resale v2.6.doc 24
of applicable Tariffs)applicable to the use of Services purchased by it under this
Agreement.
48.Waiver
A failure or delay of either Party to enforce any of the provisions of this Agreement,or
any right or remedy available under this Agreement or at law or in equity,or to require
performance of any of the provisions of this Agreement,or to exercise any option which is
provided under this Agreement,shall in no way be construed to be a waiver of such
provisions,rights,remedies or options.
49.Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,NEITHERPARTY MAKES
OR RECElVES ANY WARRANTY,EXPRESS OR IMPLIED,WITH RESPECTTO THE
SERVICES PROVIDED,OR TO BE PROVIDED,UNDER THIS AGREEMENT AND THE
PARTIES DISCLAIMANY OTHER WARRANTIES,INCLUDING BUT NOT LIMITEDTO,
WARRANTIES OF MERCHANTABILITY,WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE WARRANTIES AGAINST INFRINGEMENT,AND
WARRANTIES ARISING BY TRADE CUSTOM,TRADE USAGE,COURSE OF
DEALING OR PERFORMANCE,OR OTHERWISE.
50.Withdrawal of Services
50.1 Notwithstandinganything contained in this Agreement,except as otherwise
required by Applicable Law,Verizon may terminate its offering and/or provision of
any Service under this Agreement upon thirty (30)days prior written notice to
NorVergence.
50.2 Notwithstandinganything contained in this Agreement,except as otherwise
required by Applicable Law,Verizon may with thirty (30)days prior written notice
to NorVergence terminate any provision of this Agreement that provides for the
payment by Verizon to NorVergence of compensation related to traffic,including,
but not limited to,other types of compensation for termination of traffic delivered
by Verizon to NorVergence.Following such termination,e×cept as otherwise
agreed in writing by the Parties,Verizon shall be obligatedio provide
compensation to NorVergence related to traffic only to,the extent required by
Applicable Law.If Verizon exercises its right of termination under this Section,
the Parties shall negotiate in good faith appropriate substitute provisionsfor
compensation related to traffic;provided,however,that except as otherwise
voluntarily agreed by Verizon in writing in its sole discretion,Verizon shall be
obligated to provide compensation to NorVergence related to traffic only to the
extent required by Applicable Law.If within thirty (30)days after Verizon's notice
of termination the Parties are unable to agree in writing upon mutually acceptable
substitute provisions for compensation relatedto traffic,either Party may submit
their disagreement to dispute resolution in accordance with Section 14 of this
Agreement.
NorVergence ID Resale v2.6.doc 25
SIGNATURE PAGE
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of
the EffectiveDate.
NORVER VERIZO WEST
Printed:Peter J.Salzano Printed:Steven J.Pitterle
Title:Chief Executive Officer Title:Director -Contract Negotiations
NorVergence ID Resale v2.6 26
GLOSSARY
1.General Rule
1.1 The provisions of Sections 1.2 through 1.4 and Section 2 apply with regardto the
Principal Document.Terms used in a Tariff shall have the meanings stated in
the Tariff.
1.2 Unless the context clearly indicates otherwise,when a term listed in this Glossary
is used in the Principal Document the term shall have the meaning stated in this
Glossary.A defined term intended to convey the meaning stated in this Glossary
is capitalized when used.Other terms that are capitalized,and not defined in this
Glossary or elsewhere in the Principal Document,shall have the meaning stated
in the Act.Additional definitions that are specific to the matters covered in a
particular provision of the Principal Document may appear in that provision.To
the extent that there may be any conflict between a definition set forth in this
Glossary and any definition in a specific provision,the definition set forth in the
specific provision shall control with respect to that provision.
1.3 Unless the context clearly indicates otherwise,any term defined in this Glossary
which is defined or used in the singular shall include the plural,and any term
defined in this Glossary which is defined or used in the plural shall include the
singular.
1.4 The words "shall"and "will"are used interchangeablythroughout the Principal
Document and the use of either indicates a mandatory requirement.The use of
one or the other shall not confer a different degree of right or obligation for either
Party.
2.Definitions
2.1 a.
The Communications Act of 1934 (47 U.S.C.§151 et seq.),-as from time to time
amended (including,but not limited to,by the Telecommunications Act of 1996.
2.2 Affiliate.
Shall have the meaning set forth in the Act.
2.3 Aqent.
An agent or servant.
2.4 Aqreement.
This Agreement,as defined in Section 1 of the General Terms and Conditions.
2.5 Ancillary Traffic.
All traffic that is destined for ancillary services,or that may have special billing
requirements,including but not limited to the following:DirectoryAssistance,
911/E911,Operator Services (IntraLATA call completion),IntraLATA third party,
collect and calling card,800/888 database query,LIDB,and Voice Information
Services Traffic as described in Section 5 of the Additional Services Attachment.
NorVergence ID Resale v2.6.doc 27
2.6 Applicable Law.
All effective laws,government regulations and government orders,applicableto
each Party's performance of its obligations under this Agreement.
2.7 Business Day.
Monday through Friday,except for holidays observed by Verizon.
2.8 Calendar Quarter.
January through March,April through June,July through September,or October
through December.
2.9 Calendar Year.
January through December.
2.10 CCS (CommonChannel Siqnalinq).
A method of transmitting call set-up and network control data over a digital
signaling network separate from the public switched telephone network facilities
that carry the actual voice or data content of the call.
2.11 Claims.
Any and all claims,demands,suits,actions,settlements,judgments,fines,
penalties,liabilities,injuries,damages,losses,costs (including,but not limited to,
court costs),and expenses (including,but not limited to,reasonableattorney's
fees).
2.12 CLEC (Competitive Local Exchanqe Carrier).
Any Local ExchangeCarrier other than Verizon that is operating as a Local
Exchange Carrier in the territory in which Verizon operates as an ILEC in the
State of Idaho.NorVergence is or shortly will become a CLEC.
2.13 Commission.
Idaho Public Utilities Commission.
2.14 CPNI (Customer Proprietary Network Information).
Shall have the meaning set forth in Sectidri 222 of the Act,47 U.S.C.§222.
2.15 Customer.
A third party residence or business end-user subscriber to Telephone Exchange
Services provided by either of the Parties.
2.16 EMI (Exchanqe Messaqe Interface).
Standard used for the interexchange of telecommunications message information
between local exchange carriers and interexchange carriers for billable,non-
billable,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
NorVergence ID Resale v2.6.doc 28
SR-320 published by the Alliance for Telcom IndustrySolutions.
2.17 Exchanqe Access.
Shall have the meaning set forth in the Act.
2.18 _FCC.
The Federal Communications Commission.
2.19 FCC Requiations.
The unstayed,effective regulations promulgated by the FCC,as amendedfrom
time to time,and the unstayed,effective orders of the FCC,as modified from
time to time.
2.20 ILEC (Incumbent Local Exchanqe Carrier).
Shall have the meaning stated in the Act.
2.21 Inside Wire or inside Wirinq.
All wire,cable,terminals,hardware,and other equipment or materials,on the
Customer's side of the Rate Demarcation Point.
2.22 Internet Traffic.
Any traffic that is transmitted to or returned from the Internet at any point during
the duration of the transmission.
2.23 InterLATA Service.
Shall have the meaning set forth in the Act.
2.24 IntraLATA.
Telecommunications that originate and terminate within the same LATA.
2.25 IXC (InterexchanqeCarrier).
A Telecommunications Carrier that provides,directly or indirectly,InterLATAor
IntraLATATelephone Toll Services.
2.26 LATA (Local Access and Transport Area).
Shall havethe meaning set forth in the Act.
2.27 LEC (Local Exchange Carrier).
Shall havethe meaning set forth in the Act.
2.28 LERG (Local Exchanqe Routinq Guide).
A Telcordia Technologies reference containing NPANXX routing and homing
information.
2.29 LIDB (Line Information Data Base).
NorVergence ID Resale v2.6.doc 29
Line Informationdatabases which provide,among other things,calling card
validation functionality for telephone line number cards issued by Verizon and
other entities and validation data for collect and third number-billed calls (e.g.,
data for billed number screening).
2.30 LSR (Local Service Request).
An industry standard form,which contains data elements and usage rules,used
by the Parties to establish,add,change or disconnect resold
Telecommunications Services and Network Elements.
2.31 Merqer Order.
The FCC's Order "In re Application of GTE Corporation,Transferor,and Bell
Atlantic Corporation,Transferee,For Consent to Transfer Control of Domestic
and International Section 214 and 310 Authorizations and Application to Transfer
Control of a Submarine Cable Landing License",Memorandum Opinion and
Order,FCC CC Docket No.98-184,FCC 00-221 (June 16,2000),as modified
from time to time.
2.32 NANP (North American Numberinq Plan).
The system of telephone numbering employed in the United States,Canada,
Bermuda,Puerto Rico and certain Caribbean islands.The NANP format is a 10-
digit number that consist of a 3-digit NPA Code (commonlyreferred to as the
area code),followed by a 3-digit NXX code and 4 digit line number.
2.33 NPA (Numberinq Plan Area).
Also sometimes referred to as an area code,is the first three-digit indicator of
each 10-digit telephone number within the NANP.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.
2.34 NXX,NXX Code,Central Office Code or CO Code.
The three-digit switch entity indicator (i.e-the first three digits of a seven-digit
telephone number).
2.35 Order.
An order or application to provide,change or terminate a Service (including,but
not limited to,a commitment to purchase a stated number or minimum number of
lines or other Services for a stated period or minimum period of time).
2.36 Principal Document.
This document,including,but not limited to,the Title Page,the Table of
Contents,the Preface,the General Terms and Conditions,the signature page,
this Glossary,the Attachments,and the Appendices to the Attachments.
NorVergence ID Resale v2.6.doc 30
2.37 Providinq Party.
A Party offering or providing a Service to the other Party under this Agreement.
2.38 Purchasinq Party.
A Party requesting or receiving a Service from the other Party under this
Agreement.
2.39 Rate Center Area.
The geographic area that has been identified by a given LEC as being
associated with a particular NPA-NXX code assigned to the LEC for its provision
of Telephone Exchange Services.The Rate CenterArea is the exclusive
geographic area that the LEC has identified as the area within which it will
provide Telephone Exchange Services bearing the particular NPA-NXX
designation associated with the specific Rate Center Area.
2.40 Retail Prices.
The prices at which a Service is provided by Verizon at retail to subscribers who
are not Telecommunications Carriers.
2.41 Service.
Any Interconnectionarrangement,Network Element,Telecommunications
Service,Collocation arrangement,or other service,facility or arrangement,
offered by a Party under this Agreement.
2.42 Subsidiary.
A corporation or other person that is controlled by a Party.
2.43 Tariff.
2.43.1 Any applicable Federal or state tariff of a Party,as amended from time-
to-time;or
2.43.2 Any standard agreement or other document,as amended from time-to-
time,that sets forth the generally available terms,conditions and prices
under which a Party offers a Service.
The term "Tariff"does not include any Verizon statement of generally available
terms (SGAT)which has been approved or is pending approval by the
Commission pursuant to Section 252(f)of the Act.
2.44 Telcordia Technoloqies.
Telcordia Technologies,Inc.,formerly known as Bell Communications Research,
Inc.(Bellcore)..
2.45 Telecommunications Carrier.
Shall have the meaning set forth in the Act.
2.46 Telecommunications Services.
NorVergence ID Resale v2.6.doc 31
Shall have the meaning set forth in the Act.
2.47 Telephone Exchanqe Service.
Shall have the meaning set forth in the Act.
2.48 Third Party Claim.
A Claim where there is (a)a claim,demand,suit or action by a person who is not
a Party,(b)a settlement with,judgment by,or liability to,a person who is not a
Party,or (c)a fine or penalty imposed by a person who is not a Party.
2.49 V and H Coordinates Method.
A method of computing airline miles between two points by utilizing an
established formula that is based on the vertical and horizontal coordinates of the
two points.
2.50 Wire Center.
A building or portion thereof which serves as the premises for one or more
Central Office Switches and related facilities.
NorVergence ID Resale v2.6.doc 32
ADDITIONAL SERVICES ATTACHMENT
1.Alternate Billed Calls
1.1 The Parties will engagein settlements of intraLATAintrastate alternate-billed calls
(gg.,collect,calling card,and third-partybilled calls)originatedor authorized by
their respectiveCustomers in accordancewith an arrangementmutually agreed to
by the Parties.
2.Dialing Parity -Section 251(b)(3)
Each Party shall provide the other Party with nondiscriminatory access to such services
and information as are necessary to allow the other Party to implement local Dialing
Parity in accordance with the requirements of Section 251(b)(3)of the Act.
3.Directory Assistance (DA)and Operator Services (OS)
3.1 Either Party may request that the other Party provide the requesting Party with
nondiscriminatory access to the other Party's directory assistance services (DA),
IntraLATA operator call completion services (OS),and/or directory assistance
listings database.If either Party makes such a request,the Parties shall enter
into a mutually acceptable written agreement for such access.
3.2 [This Section Intentionally Left Blank].
4.Directory Listing and Directory Distribution
To the extent required by Applicable Law,Verizon will provide directory services to
NorVergence.Such services will be provided in accordance with the terms set forth
herein.
4.1 Listinq Information.
As used herein,"Listing Information"means a NorVergence Customer's primary
name,address (including city,state and zip code),telephone number(s),the
delivery address and number of directories to be delivèred,and,in the case of a
business Customer,the primary business heading under which the business
Customer desires to be placed,and any other information Verizon deems
necessaryfor the publication and delivery of directories.
4.2 Listinq Information Supply.
NorVergence shall provide to Verizon ona regularly scheduled basis,at no
charge,and in a format required by Verizon or by a mutually agreed upon
industry standard (e.g.,Ordering and Billing Forum developed),all Listing
Information and the service address for each NorVergence Customer whose
service address location falls within the geographic area covered by the relevant
Verizon directory.NorVergence shall also provide to Verizon on a daily basis:
(a)information showing NorVergence Customers who have disconnectedor
terminated their service with NorVergence;and (b)delivery informationfor each
non-listed or non-published NorVergence Customer to enable Verizon to perform
its directory distribution responsibilities.Verizon shall promptly provideto
NorVergence,(normally within forty-eight (48)hours of receipt by Verizon,
excluding non-business days),a query on any listing that is not acceptable.
NorVergence ID Resale v2.6.doc 33
4.3 Listinq Inclusionand Distribution.
Verizon shall include each NorVergence Customer's primary listing in the
appropriate alphabetical directory and,for business Customers,in the
appropriate classified (Yellow Pages)directory in accordance with the directory
configuration,scope and schedules determined by Verizon in its sole discretion,
and shall provide initial distribution of such directories to such NorVergence
Customers in the same manner it provides initial distribution of such directories to
its own Customers."Primary Listing"means a Customer's primary name,
address,and telephone number.Listings of NorVergence's Customers shall be
interfiled with listings of Verizon's Customers and the Customers of other LECs
included in the Verizon directories.NorVergence shall pay Verizon's tariffed
charges for additional,foreign and other listings products (as documented in local
Tariff)for NorVergence's Customers.
4.4 Verizon Information.
Upon request by NorVergence,Verizon shall make available to NorVergencethe
following information to the extent that Verizon provides such informationto its
own business offices:a directory list of relevant NXX codes,directory and
"Customer Guide"close dates,and Yellow Pages headings.Verizon shall also
make available to NorVergence,upon written request,a copy of Verizon's
alphabetical listings standards and specifications handbook.
4.5 Confidentiality of Listinq Information.
Verizon shall accord NorVergence Listing Informationthe same level of
confidentiality that Verizon accords its own listing information,and shall use such
Listing Information solely for the purpose of providing directory-related services;
provided,however,that should Verizon elect to do so,it may use or license
NorVergence Listing Information for directory publishing,direct marketing,or any
other purpose for which Verizon uses or licenses its own listing information,so
long as NorVergence Customers are not separately identified as such;and
provided further that NorVergence may identifythose of its Customers who
request that their names not be sold for direct marketing purposes,and Verizon
shall honor such requests to the same extent that it does for its own Customers.
Verizon shall not be obligated to compensate NorVergence for Verizon's use or
licensing of NorVergence Listing Information.
4.6 Accuracy.
Both Parties shall use commercially reasonable efforts to ensure the accurate
publication of NorVergence Customer listings.At NorVergence's request,
Verizon shall provide NorVergence with areport of all NorVergence Customer
listings in a reasonable timeframe prior to the service order close date for the
applicable directory.Verizon shall process any corrections made by
NorVergence with respect to its listings,provided such corrections are received
prior to the close date of the particular directory.
4.7 Indemnification.
NorVergence shall adhere to all practices,standards,and ethical requirements
established by Verizon with regard to listings.By providing Verizon with Listing
Information,NorVergence warrants to Verizon that NorVergence has the right to
provide such Listing Information to Verizon on behalf of its Customers.
NorVergence shall make commercially reasonable efforts to ensure that any
NorVergence ID Resale v2.6.doc 34
business or person to be listed is authorized and has the right (a)to provide the
product or service offered,and (b)to use any personal or corporate name,trade
name,trademark,service mark or language used in the listing.NorVergence
agrees to release,defend,hold harmless and indemnifyVerizon from and
against any and all claims,losses,damages,suits,or other actions,or any
liability whatsoever,suffered,made,instituted,or asserted by any person arising
out of Verizon's publication or dissemination of the Listing Information as
provided by NorVergence hereunder.
4.8 Liability.
Verizon's liability to NorVergence in the event of a Verizon error in or omission of
a NorVergence Customer listing shall not exceed the amount to which Verizon
would be liable to its own Customer for such error or omission.NorVergence
agrees to take all reasonable steps,including,but not limited to,entering into
appropriate contractual provisions with its Customers,to ensure that its and
Verizon's liability to NorVergence's Customers in the event of a Verizon error in
or omission of a listing shall be subject to the same limitations of liability
applicable betweenVerizon and its own Customers as set forth in Verizon's
applicable Tariffs.
4.9 Service information Paqes.
Verizon shall include all NorVergence NXX codes associated with the geographic
areas to which each directory pertains,to the extent it does so for Verizon's own
NXX codes,in any lists of such codes that are contained in the general reference
portion of each directory.NorVergence's NXX codes shall appear in such lists in
the same manner as Verizon's NXX information.In addition,when NorVergence
is authorized to,and is offering,local service to Customers located within the
geographic area covered by a specific directory,at NorVergence's request,
Verizon shall include,at no charge,in the "Customer Guide"or comparable
section of the applicable alphabetical directories,NorVergence'scritical contact
informationfor NorVergence's installation,repair and Customer service,as
provided by NorVergence.Such critical contact information shall appear
alphabetically by local exchange carrier and in accordance-with Verizon's
generally applicable policies.NorVergence shall be responsiblefor providing the
necessary information to Verizon by the applicable cloše date for each affected
directory.
4.10 Directory Publication.
Nothing in this Agreement shall require Verizon to publish a directory where it
would not otherwise do so.
4.11 Other Directory Services.
NorVergence acknowledges that if NorVergencedesires directory services in
addition to those described herein,such additional services must be obtained
under separate agreement with Verizon's directory publishing company.
5.Voice Information Service Traffic
5.1 For purposes of this Section 5,(a)Voice Information Service means a service
that provides [i]recorded voice announcement information or [ii]a vocal
discussion program open to the public,and (b)Voice Information Service Traffic
means intraLATA switched voice traffic,delivered to a Voice Information Service.
NorVergence ID Resale v2.6.doc 35
Voice Information Service Traffic does not include any form of internet Traffic.
Voice InformationService Traffic also does not include 555 traffic or similar traffic
with AIN service interfaces,which traffic shall be subject to separate
arrangements between the Parties.
5.2 If a NorVergence Customer is served by resold Verizon dial tone line
Telecommunications Service,to the extent reasonablyfeasible,Verizon will route
Voice Information Service Traffic originatingfrom such Serviceto the appropriate
Voice Information Service connected to Verizon's network unless a feature
blocking such Voice Information Service Traffic has been installed.For such
Voice Information Service Traffic,NorVergence shall pay to Verizon without
discount any Voice Information Service provider charges billed by Verizon to
NorVergence.NorVergence shall pay Verizon such charges in full regardless of
whether or not NorVergence collects such chargesfrom its Customer.
5.3 If a NorVergenceCustomer is served by NorVergence 's Network,NorVergence
shall have the option to route Voice Information Service Traffic that originates on
its network to the appropriate Voice Information Service connected to Verizon's
network.In the event NorVergence exercises such option,NorVergence will
establish,at its own expense,a dedicated trunk group to the Verizon Voice
Information Service serving switch.This trunk group will be utilized to allow
NorVergenceto route Voice information Service Traffic originated on its network
to Verizon.For such Voice information Service Traffic,unless NorVergence has
entered into a written agreement with Verizon under which NorVergence will
collect from NorVergence's Customer and remit to Verizon the Voice Information
Service provider's charges,NorVergence shall pay to Verizon without discount
any Voice Information Service provider charges billed by Verizon to
NorVergence.NorVergence shall pay Verizon such Voice Information Service
providers'charges in full regardless of whether or not NorVergencecollects such
charges from its own Customer.
6.Interceptand Referral Announcements
6.1 When a Customer changes its service providerfrom Verizon to NorVergence,or
from NorVergence to Verizon,and does not retain its origirlal telephone number,
the Party formerly providing service to such Customer shall provide a referral
announcement ("ReferralAnnouncement")on the abandonedtelephone number
which providesthe Customer's new number or other appropriate information,to
the extent known to the Party formerly providing service.Notwithstanding the
foregoing,a Party shall not be obligated under this Section to provide a Referral
Announcement if the Customer owes the Party unpaid overdue amounts or the
Customer requeststhat no ReferralAnnouncement be provided.
6.2 Referral Announcements shall be provided as stated in an applicable Verizon
Tariff or as required by Applicable Law.Except as otherwise providedfor by an
applicable Verizon Tariff or required by Applicable Law,the period for a referral
may be shortened by the Party formerly providing service if a number shortage
condition requires reassignment of the telephone number.
6.3 This referral announcement will be provided by each Party at no charge to the
other Party;providedthat the Party formerly providing service may bill the
Customer its standard Tariff charge,if any,for the referral announcement.
7.Originating Line Number Screening (OLNS)
Upon NorVergence's request,Verizon will update its database used to provide originating
line number screening (the database of information which indicates to an operator the
NorVergence ID Resale v2.6.doc 36
acceptable billing methods for calls originatingfrom the calling number (e.g.,penal
institutions,COCOTS).
8.Operations Support Systems (OSS)Services
8.1 Definitions.
The terms listed below shall have the meanings stated below:
8.1.1 Verizon Operations Support Systems:Verizon systems for pre-ordering,
ordering,provisioning,maintenance and repair,and billing.
8.1.2 Verizon OSS Services:Access to Verizon Operations Support Systems
functions.The term "Verizon OSS Services"includes,but is not limited
to:(a)Verizon's provision of NorVergence Usage Information to
NorVergence pursuant to Section 8.3 of this Attachment;and,(b)
"Verizon OSS Information",as defined in Section 8.1.4 of this
Attachment.
8.1.3 Verizon OSS Facilities:Any gateways,interfaces,databases,facilities,
equipment,software,or systems,used by Verizon to provide Verizon
OSS Services to NorVergence.
8.1.4 Verizon OSS Information:Any information accessed by,or disclosed or
provided to,NorVergencethrough or as a part of Verizon OSS
Services.The term "Verizon OSS Information"includes,but is not
limited to:(a)any Customer Information related to a Verizon Customer
or a NorVergence Customer accessed by,or disclosed or providedto,
NorVergence through or as a part of Verizon OSS Services;and,(b)
any NorVergence Usage Information (as defined in Section 8.1.6 of
this Attachment)accessed by,or disclosed or provided to,
NorVergence.
8.1.5 Verizon Retail Telecommunications Service:Any Telecommunications
Service that Verizon provides at retail to subscribers that are not
Telecommunications Carriers.The term "Verizon Retail
Telecommunications Service"does not include any ExchangeAccess
service (as defined in Section 3(16)of the Act,47 U.S.C.§153(16))
provided by Verizon.
8.1.6 NorVerqence Usaqe Information:For a Verizon Retail
Telecommunications Service purchased by NorVergencepursuant to
the Resale Attachment,the usage information that Verizon would
record if Verizon was furnishing such Verizon Retail
Telecommunications Service tt a Verizon end-user retail Customer.
8.1.7 Customer Information:CPNI of a Customer and any other non-public,
individually identifiable information about a Customer or the purchase
by a Customer of the services or products of a Party.
8.2 Verizon OSS Services.
8.2.1 Upon request by NorVergence,Verizon shall provide to NorVergence,
Verizon OSS Services.Such Verizon OSS Services will be provided in
accordance with,but only to the extent required by,Applicable Law.
NorVergence ID Resale v2.6.doc 37
8.2.2 Subject to the requirements of Applicable Law,Verizon Operations
Support Systems,Verizon Operations Support Systems functions,
Verizon OSS Facilities,Verizon OSS Information,and the Verizon
OSS Services that will be offered by Verizon,shall be as determined
by Verizon.Subject to the requirements of Applicable Law,Verizon
shall have the right to change Verizon Operations Support Systems,
Verizon Operations Support Systems functions,Verizon OSS
Facilities,Verizon OSS Information,and the Verizon OSS Services,
from time-to-time,without the consent of NorVergence.
8.2.3 To the extent required by Applicable Law,in providing Verizon OSS
Services to NorVergence,Verizon will comply with Verizon's applicable
OSS Change Management Guidelines,as such Guidelines are
modified from time-to-time,including,but not limited to,the provisions
of the Guidelines related to furnishing notice of changes in Verizon
OSS Services.Verizon's OSS Change Management Guidelines will
be set out on a Verizon website.
8.3 NorVerqence Usaqe Information.
8.3.1 Upon request by NorVergence,Verizon shall provide to NorVergence
NorVergence Usage Information.Such NorVergence Usage
Information will be provided in accordance with,but only to the extent
required by,Applicable Law.
8.3.2 NorVergence Usage Informationwill be available to NorVergence
through the following:
8.3.2.1 Daily Usage File on Data Tape.
8.3.2.2 Daily Usage File through Network Data Mover (NDM).
8.3.3 NorVergence Usage information will be provided in an Alliance for
Telecommunications Industry Solutions EMI format.
8.3.4 Daily Usage File Data Tapes provided pursuantto Section 8.3.2.1 of this
Attachment will be issued each Business Day.
8.3.5 Except as stated in this Section 8.3,subject to the requirements of
Applicable Law,the manner in which,and the frequency with which,
NorVergence Usage Information will be provided to NorVergence shall
be determined by Verizon.
8.4 Access to and Use of Verizon OSS Facilities.
8.4.1 Verizon OSS Facilities may be accessed and used by NorVergence only
to the extent necessary for NorVergence's access to and use of
Verizon OSS Services pursuant to this Agreement.
8.4.2 Verizon OSS Facilities may be accessed and used by NorVergence only
to provide Telecommunications Services to NorVergence Customers.
8.4.3 NorVergence shall restrict access to and use of Verizon OSS Facilities to
NorVergence.This Section 8 does not grant to NorVergence any right
or license to grant sublicenses to other persons,or permissionto other
persons (except NorVergence's employees,agents and contractors,in
accordance with Section 8.4.7 of this Attachment ),to access or use
Verizon OSS Facilities.
NorVergence ID Resale v2.6.doc 38
8.4.4 NorVergenceshall not (a)alter,modify or damage the Verizon OSS
Facilities (including,but not limited to,Verizon software),(b)copy,
remove,derive,reverse engineer,or decompile,software from the
Verizon OSS Facilities,or (c)obtain access through Verizon OSS
Facilities to Verizon databases,facilities,equipment,software,or
systems,which are not offered for NorVergence'suse under this
Section 8.
8.4.5 NorVergence shall comply with all practices and procedures established
by Verizon for access to and use of Verizon OSS Facilities (including,
but not limited to,Verizon practices and procedures with regard to
security and use of access and user identification codes).
8.4.6 All practices and procedures for access to and use of Verizon OSS
Facilities,and all access and user identification codes for Verizon OSS
Facilities:(a)shall remain the property of Verizon;(b)shall be used by
NorVergence only in connection with NorVergence's use of Verizon
OSS Facilities permitted by this Section 8;(c)shall be treated by
NorVergence as Confidential Information of Verizon pursuant to
Section 10 of the General Terms and Conditions;and,(d)shall be
destroyed or returned by NorVergenceto Verizon upon the earlier of
request by Verizon or the expiration or termination of this Agreement.
8.4.7 NorVergence's employees,agents and contractors may access and use
Verizon OSS Facilities only to the extent necessaryfor NorVergence's
access to and use of the Verizon OSS Facilities permitted by this
Agreement.Any access to or use of Verizon OSS Facilities by
NorVergence's employees,agents,or contractors,shall be subject to
the provisions of this Agreement,including,but not limited to,Section
10 of the General Terms and Conditions and Section 8.5.3.2 of this
Attachment.
8.5 Verizon OSS Information.
8.5.1 Subject to the provisions of this Section 8,in accordance with,but only to
the extent required by,Applicable Law,Verizon grants to NorVergence
a non-exclusive license to use Verizon OSSJnformation.
8.5.2 All Verizon OSS Information shall at all times remain the property of
Verizon.Except as expressly stated in this Section 8,NorVergence
shall acquire no rights in or to any Verizon OSS Information.
8.5.3 The provisions of this Section 8.5.3.shall apply to all Verizon OSS
Information,except (a)NorVergence Usage Information,(b)CPNI of
NorVergence,and (c)CPNI ofm Verizon Customer or a NorVergence
Customer,to the extent the Customer has authorized NorVergence to
use the CPNI.
8.5.3.1 Verizon OSS Information may be accessed and used by
NorVergence only to provide Telecommunications Services
to NorVergence Customers.
8.5.3.2 NorVergence shall treat Verizon OSS Information that is
designated by Verizon,through written or electronic notice
(including,but not limited to,through the Verizon OSS
Services),as "Confidential"or "Proprietary"as Confidential
NorVergence ID Resale v2.6.doc 39
Information of Verizon pursuant to Section 10 of the
General Terms and Conditions.
8.5.3.3 Except as expressly stated in this Section 8,this Agreement
does not grant to NorVergence any right or license to grant
sublicenses to other persons,or permission to other
persons (except NorVergence's employees,agents or
contractors,in accordance with Section 8.5.3.4 of this
Attachment),to access,use or disclose Verizon OSS
Information.
8.5.3.4 NorVergence's employees,agents and contractors may
access,use and disclose Verizon OSS Information only to
the extent necessary for NorVergence's access to,and use
and disclosure of,Verizon OSS Information permitted by
this Section 8.Any access to,or use or disclosure of,
Verizon OSS Information by NorVergence's employees,
agents or contractors,shall be subject to the provisionsof
this Agreement,including,but not limited to,Section 10 of
the General Terms and Conditions and Section 8.5.3.2 of
this Attachment.
8.5.3.5 NorVergence's license to use Verizon OSS Information
shall expire upon the earliest of:(a)the time when the
Verizon OSS Information is no longer needed by
NorVergenceto provide Telecommunications Servicesto
NorVergenceCustomers;(b)termination of the license in
accordance with this Section 8;or (c)expiration or
termination of this Agreement.
8.5.3.6 All Verizon OSS Information received by NorVergenceshall
be destroyed or returned by NorVergence to Verizon,upon
expiration,suspension or termination of the license to use
such Verizon OSS Information.
8.5.4 Unless sooner terminated or suspended in accordance with this
Agreement or this Section 8 (including,but not limited to,Section 2.2 of
the General Terms and Conditions and Section 8.6.1 of this
Attachment),NorVergence's access to Verizon OSS Information
through Verizon OSS Services shall terminate upon the expiration or
termination of this Agreement.
8.5.5 Audits.
8.5.5.1 Verizon shall havelhe right (but not the obligation)to audit
NorVergenceto ascertain whether NorVergence is
complying with the requirements of Applicable Law and this
Agreement with regard to NorVergence's access to,and
use and disclosure of,Verizon OSS Information.
8.5.5.2 Without in any way limiting any other rights Verizon may
have under this Agreement or Applicable Law,Verizon shall
havethe right (but not the obligation)to monitor
NorVergence's access to and use of Verizon OSS
Information which is made available by Verizon to
NorVergence pursuant to this Agreement,to ascertain
whether NorVergence is complying with the requirements of
NorVergence ID Resale v2.6.doc 40
Applicable Law and this Agreement,with regardto
NorVergence's access to,and use and disclosure of,such
Verizon OSS Information.The foregoing right shall include,
but not be limited to,the right (but not the obligation)to
electronically monitor NorVergence's access to and use of
Verizon OSS Informationwhich is made available by
Verizon to NorVergencethrough Verizon OSS Facilities.
8.5.5.3 Information obtained by Verizon pursuant to this Section
8.5.5.3 shall be treated by Verizon as Confidential
Information of NorVergencepursuant to Section 10 of the
General Terms and Conditions;providedthat,Verizon shall
have the right (but not the obligation)to use and disclose
information obtained by Verizon pursuantto Section 8.5.5 of
this Attachment to enforce Verizon's rights under this
Agreement or Applicable Law.
8.5.6 NorVergenceacknowledges that the Verizon OSS Information,by its
nature,is updated and corrected on a continuous basis by Verizon,
and therefore that Verizon OSS Information is subject to changefrom
time to time.
8.6 Liabilities and Remedies.
8.6.1 Any breach by NorVergence,or NorVergence's employees,agents or
contractors,of the provisions of Sections 8.4 or 8.5 of this Attachment
shall be deemed a material breach of this Agreement.In addition,if
NorVergence or an employee,agent or contractor of NorVergenceat
any time breaches a provision of Sections 8.4 or 8.5 of this Attachment
and such breach continues for more than ten (10)days after written
notice thereof from Verizon,then,except as otherwise required by
Applicable Law,Verizon shall have the right,upon notice to
NorVergence,to suspend the license to use Verizon OSS Information
granted by Section 8.5.1 of this Attachment and/or the provisionof
Verizon OSS Services,in whole or in part.
8.6.2 NorVergence agrees that Verizon would be irreparably injured by a
breach of Sections 8.4 or 8.5 of this Attachment by NorVergenceor the
employees,agents or contractors of NorVergence,and that Verizon
shall be entitled to seek equitable relief,including injunctive relief and
specific performance,in the event of any such breach.Such remedies
shall not be deemed to be the exclusive remediesfor any such breach,
but shall be in addition to any other remedies available under this
Agreement or at law or in equity.
8.7 Relation to Applicable Law.
The provisions of Sections 8.4,8.5 and 8.6 of this Attachment with regardto the
confidentiality of information shall be in addition to and not in derogation of any
provisions of Applicable Law with regard to the confidentiality of information,
including,but not limited to,47 U.S.C.§222,and are not intended to constitute a
waiver by Verizon of any right with regard to protection of the confidentiality of
the information of Verizon or Verizon Customers provided by Applicable Law.
8.8 Cooperation.
NorVergence ID Resale v2.6.doc 41
NorVergence,at NorVergence's expense,shall reasonably cooperate with
Verizon in using Verizon OSS Services.Such cooperation shall include,but not
be limited to,the following:
8.8.1 Upon request by Verizon,NorVergence shall by no later than the
fifteenth (15th)day of the last month of each Calendar Quarter submit
to Verizon reasonable,good faith estimates of the volume of each type
of OSS transaction that NorVergence anticipates submitting in each
week of the next Calendar Quarter.
8.8.2 NorVergence shall reasonably cooperate with Verizon in submitting
orders for Verizon Services and otherwise using the Verizon OSS
Services,in order to avoid exceeding the capacity or capabilities of
such Verizon OSS Services.
8.8.3 NorVergence shall participate in cooperative testing of Verizon OSS
Services and shall provide assistance to Verizon in identifying and
correcting mistakes,omissions,interruptions,delays,errors,defects,
faults,failures,or other deficiencies,in Verizon OSS Services.
8.9 Verizon Access to Information Related to NorVerqence Customers.
8.9.1 Verizon shall have the right to access,use and disclose information
related to NorVergence Customers that is in Verizon's possession
(including,but not limited to,in Verizon OSS Facilities)to the extent
such access,use and/or disclosure has been authorized by the
NorVergence Customer in the manner required by Applicable Law.
8.9.2 Upon request by Verizon,NorVergence shall negotiate in good faith and
enter into a contract with Verizon,pursuant to which Verizon may
obtain access to NorVergence's operations support systems (including,
systems for pre-ordering,ordering,provisioning,maintenanceand
repair,and billing)and information contained in such systems,to
permit Verizon to obtain information related to NorVergence
Customers (as authorized by the applicable NorVergenceCustomer),
to permit Customers to transfer service from one Telecommunications
Carrier to another,and for such other purposes as may be permitted
by Applicable Law.
8.10 Verizon Pre-OSS Services.
8.10.1 As used in this Section 8,"Verizon Pre-OSS Service"means a service
which allows the performance of an activity which is comparable to an
activity to be performed through a Verizon OSS Service and which
Verizon offers to provide to No1Vergenceprior to,or in lieu of,
Verizon's provision of the Verizon OSS Service to NorVergence.The
term "Verizon Pre-OSS Service"includes,but is not limited to,the
activity of placing orders for Verizon Services through a telephone
facsimile communication.
8.10.2 Subject to the requirements of Applicable Law,the Verizon Pre-OSS
Services that will be offered by Verizon shall be as determined by
Verizon and Verizon shall have the right to change Verizon Pre-OSS
Services,from time-to-time,without the consent of NorVergence.
NorVergenceID Resale v2.6.doc 42
8.10.3 Subject to the requirements of Applicable Law,the charges for Verizon
Pre-OSS Services shall be determined by Verizon and shall be subject
to change by Verizon from time to time.
8.10.4 The provisions of Sections 8.4 through 8.8 of this Attachment shall also
apply to Verizon Pre-OSS Services.For the purposes of this Section
8.10:(a)references in Sections 8.4 through 8.8 of this Attachment to
Verizon OSS Services shall be deemed to include Verizon Pre-OSS
Services;and,(b)references in Sections 8.4 through 8.8 of this
Attachment to Verizon OSS Information shall be deemed to include
information made available to NorVergence through Verizon Pre-OSS
Services.
8.11 Cancellations.
Verizon may cancel orders for service which have had no activity within thirty-one
(31)consecutive calendar days after the original service due date.
9.Poles,Ducts,Conduits and Rights-of-Way
9.1 [This section intentionally left blank].
9.2 [This section intentionally left blank].
10.Telephone Numbers
10.1 This Section 10 applies in connection with NorVergence Customers served by
Telecommunications Services provided by Verizon to NorVergencefor resale.
10.2 NorVergence's use of telephone numbers shall be subject to Applicable Law the
rules of the North American Numbering Council and the North American
Numbering Plan Administrator,the applicable provisions of this Agreement
(including,but not limited to,this Section 10),and Verizon's practices and
procedures for use and assignment of telephone numbers,as amended from
time-to-time.
10.3 Subject to Sections 10.2 and 10.4 of this Attachment,if a Customer of either
Verizon or NorVergence who is served by a Verizon Tèlecommunications
Service ("VTS")changes the LEC that serves the Customer using such VTS
(including a change from Verizon to NorVergence,from NorVergenceto Verizon,
or from NorVergence to a LEC other than Verizon),after such change,the
Customer may continue to use with such VTS the telephone numbers that were
assigned to the VTS for the use of such Customer by Verizon immediately prior
to the change.
10.4 Verizon shall have the right to change the telephone numbers used by a
Customer if at any time:(a)the Customer requests service at a new location,
that is not served by the Verizon switch and the Verizon rate center from which
the Customer previously had service;(b)continued use of the telephone
numbers is not technically feasible;or,(c)in the case of Telecommunications
Service provided by Verizon to NorVergencefor resale,the type or class of
service subscribed to by the Customer changes.
10.5 If service on a VTS provided by Verizon to NorVergence under this Agreement is
terminated and the telephone numbers associated with such VTS have not been
ported to a NorVergence switch,the telephone numbers shall be availablefor
reassignment by Verizon to any person to whom Verizon elects to assign the
NorVergence ID Resale v2.6.doc 43
telephone numbers,including,but not limited to,Verizon,Verizon Customers,
NorVergence,or Telecommunications Carriers other than Verizon and
NorVergence.
10.6 NorVergence may reserve telephone numbers only to the extent Verizon's
Customers may reserve telephone numbers.
11.Routing for Operator Services and Directory Assistance Traffic
For a Verizon Telecommunications Service dial tone line purchased by NorVergence for
resale pursuant to the ResaleAttachment,upon request by NorVergence,Verizon will
establish an arrangement that will permit NorVergenceto route the NorVergence
Customer's calls for operator and directory assistance services to a provider of operator
and directory assistance services selected by NorVergence.Verizon will provide this
routingarrangement in accordance with,but only to the extent required by,Applicable
Law.Verizon will provide this routing arrangement pursuantto an appropriate written
request submitted by NorVergence and a mutually agreed-upon schedule.This routing
arrangement will be implemented at NorVergence's expense,with charges determined
on an individual case basis.In addition to charges for initially establishing the routing
arrangement,NorVergence will be responsible for ongoing monthly and/or usage charges
for the routing arrangement.NorVergence shall arrange,at its own expense,the trunking
and other facilities requiredto transport traffic to NorVergence's selected provider of
operator and directory assistance services.
12.Good Faith Performance
If and,to the extent that,Verizon,prior to the Effective Date of this Agreement,has not
provided in the State of ldaho a service or arrangement offered underthis Attachment,
Verizon reserves the right to negotiate in good faith with NorVergence reasonable terms
and conditions (including,without limitation,rates and implementation timeframes)for
such service or arrangement;and,if the Parties cannot agree to such terms and
conditions (including,without limitation,rates and implementation timeframes),either
Party may utilize the Agreement's dispute resolution procedures.
NorVergence ID Resale v2.6.doc 44
RESALE ATTACHMENT
1.General
Verizon shall provideto NorVergence,in accordance with this Agreement (including,but
not limited to,Verizon's applicable Tariffs)and the requirements of Applicable Law,
Verizon's Telecommunications Services for resale by NorVergence;provided,that
notwithstanding any other provision of this Agreement,Verizon shall be obligated to
provide Telecommunications Services to NorVergence only to the extent required by
Applicable Law and may decline to provide a Telecommunications Serviceto
NorVergence to the extent that provision of such Telecommunications Service is not
required by Applicable Law.
2.Use of Verizon Telecommunications Services
2.1 Verizon Telecommunications Services may be purchased by NorVergence under
this Resale Attachment only for the purpose of resale by NorVergenceas a
Telecommunications Carrier.Verizon Telecommunications Services to be
purchased by NorVergence for other purposes (including,but not limited to,
NorVergence's own use)must be purchased by NorVergence pursuant to other
applicable Attachments to this Agreement (if any),or separate written
agreements,including,but not limited to,applicable Verizon Tariffs.
2.2 NorVergenceshall not resell:
2.2.1 Residential service to persons not eligible to subscribeto such service
from Verizon (including,but not limited to,business or other
nonresidential Customers);
2.2.2 Lifeline,Link Up America,or other means-tested service offerings,to
persons not eligible to subscribe to such service offeringsfrom
Verizon;
2.2.3 Grandfathered or discontinued service offerings to persons not eligible to
subscribe to such service offerings from Verizon;or
2.2.4 Any other Verizon service in violation of a restriction stated in this
Agreement (including,but not limited to,a Verizon Tariff)that is not
prohibited by Applicable Law.
2.2.5 In addition to any other actions taken by NorVergence to comply with this
Section 2.2,NorVergence shall take those actions required by
Applicable Law to determine the eligibility of NorVergenceCustomers
to purchase a service,including,but not limited to,obtaining any proof
or certification of eligibility to purchase Lifeline,Link Up America,or
other means-tested services,required by Applicable Law.
NorVergence shall indemnify Verizon from any Claims resultingfrom
NorVergence's failure to take such actions required by Applicable Law.
2.2.6 Verizon may perform audits to confirm NorVergence's conformity to the
provisions of this Section 2.2.Such audits may be performed twice per
calendar year and shall be performed in accordance with Section 7 of
the General Terms and Conditions.
NorVergence ID Resale v2.6.doc 45
2.3 NorVergence shall be subject to the same limitations that Verizon's Customers
are subject to with respect to any Telecommunications Servicethat Verizon
grandfathers or discontinues offering.Without limiting the foregoing,except to
the extent that Verizon follows a different practice for Verizon Customers in
regard to a grandfatheredTelecommunications Service,such grandfathered
Telecommunications Service:(a)shall be available only to a Customer that
already has such Telecommunications Service;(b)may not be moved to a new
service location;and (c)will be furnished only to the extent that facilities continue
to be available to provide such Telecommunications Service.
2.4 NorVergence shall not be eligible to participate in any Verizon plan or program
under which Verizon Customers may obtain products or services,which are not
Verizon Telecommunications Services,in return for trying,agreeingto purchase,
purchasing,or using Verizon Telecommunications Services.
2.5 In accordance with 47 CFR §51.617(b),Verizon shall be entitled to all charges
for Verizon Exchange Access services used by interexchangecarriers to provide
service to NorVergence Customers.
3.Availability of Verizon Telecommunications Services
3.1 Verizon will provide a Verizon Telecommunications Service to NorVergencefor
resale pursuant to this Attachment where and to the same extent,but only where
and to the same extent that such Verizon Telecommunications Service is
provided to Verizon's Customers.
3.2 Except as otherwise required by Applicable Law,subject to Section 3.1 of this
Attachment,Verizon shall have the right to add,modify,grandfather,discontinue
or withdraw Verizon Telecommunications Services at any time,without the
consent of NorVergence.
3.3 To the extent required by Applicable Law,the Verizon Telecommunications
Services to be provided to NorVergence for resale pursuant to this Attachment
will include a Verizon Telecommunications Service customer-specific contract
service arrangement ("CSA")(such as a customer specific pricing arrangement
or individual case based pricing arrangement)that Verizon is providing to a
Verizon Customer at the time the CSA is requested by,NorVergence.
4.Responsibility for Charges
NorVergence shall be responsible for and pay all charges for any Verizon
Telecommunications Services provided by Verizon pursuant to this Resale Attachment.
5.Operations Matters
5.1 Facilities.
5.1.1 Verizon and its suppliers shall retain all of their right,title and interest in
all facilities,equipment,software,information,and wiring used to
provide Verizon Telecommunications Services.
5.1.2 Verizon shall have access at all reasonable times to NorVergence
Customer locations for the purpose of installing,inspecting,
maintaining,repairing,and removing,facilities,equipment,software,
and wiring used to provide the Verizon Telecommunications Services.
NorVergence shall,at NorVergence's expense,obtain any rights and
authorizations necessary for such access.
NorVergence ID Resale v2.6.doc 46
5.1.3 Except as otherwise agreed to in writing by Verizon,Verizon shall not be
responsible for the installation,inspection,repair,maintenance,or
removal of facilities,equipment,software,or wiring provided by
NorVergence or NorVergence Customers for use with Verizon
TelecommunicationsServices.
5.2 Brandinq.
5.2.1 Except as stated in Section 5.2.2 of this Attachment,in providingVerizon
Telecommunications Services to NorVergence,Verizon shall have the
right (but not the obligation)to identify the Verizon
Telecommunications Services with Verizon's trade names,trademarks
and service marks ("Verizon Marks"),to the same extent that these
Services are identified with Verizon's Marks when they are providedto
Verizon's Customers.Any such identification of Verizon's
Telecommunications Services shall not constitute the grant of a license
or other right to NorVergence to use Verizon's Marks.
5.2.2 To the extent required by Applicable Law,upon request by NorVergence
and at prices,terms and conditions to be negotiated by NorVergence
and Verizon,Verizon shall provide Verizon Telecommunications
Services for resale that are identified by NorVergence's trade name,or
that are not identified by trade name,trademark or service mark.
5.2.3 If Verizon uses a third-party contractor to provide Verizon Operator
Services or Verizon Directory Assistance Services,NorVergencewill
be responsible for entering into a direct contractual arrangement with
the third-party contractor at NorVergence's expense (a)to obtain
identification of Verizon Operator Services or Verizon Directory
Assistance Services purchased by NorVergencefor resale with
NorVergence's trade name,or (b)to obtain removal of Verizon Marks
from Verizon Operator Services or Verizon DirectoryAssistance
Services purchased by NorVergencefor resale.
6.Rates and Charges
The rates and charges for Verizon Telecommunication Services purchased by
NorVergence for resale pursuant to this Attachment shall be as provided in this
Attachment and the Pricing Attachment.
7.Good Faith Performance
If and,to the extent that,Verizon,prior to the Effective Date of this Agreement,has not
provided in the State of Idaho a service or arrangernent offered under this Attachment,
Verizon reserves the right to negotiate in good falth with NorVergence reasonable terms
and conditions (including,without limitation,rates and implementation timeframes)for
such service or arrangement;and,if the Parties cannot agree to such terms and
conditions (including,without limitation,rates and implementation timeframes),either
Party may utilize the Agreement's dispute resolution procedures.
NorVergence ID Resale v2.6.doc 47
PRICING ATTACHMENT
1.General
1.1 As used in this Attachment,the term "Charges"means the rates,fees,charges
and prices for a Service.
1.2 Except as stated in Section 2 or Section 3,of this Attachment,Charges for
Services shall be as stated in this Section 1 of this Attachment.
1.3 The Chargesfor a Service shall be the Charges for the Service stated in the
Providing Party's applicable Tariff.
1.4 In the absence of Charges for a Service established pursuantto Section 1.3 of
this Attachment,the Charges shall be as stated in Appendix A of this Pricing
Attachment.For rate elements provided in Appendix A of this Pricing Attachment
that do not include a Charge,either marked as "TBD"or otherwise,Verizon is
developing such Charges and has not finished developing such Charges as of
the Effective Date of this Agreement ("Effective Date").When Verizon finishes
developing such a Charge,Verizon shall notify NorVergence in writing of such
Charge in accordance with,and subject to,the notices provisions of this
Agreement and thereafter shall bill NorVergence,and NorVergence shall pay to
Verizon,for services provided under this Agreement on the Effective Date and
thereafter in accordance with such Charge.Any notice provided by Verizon to
NorVergence pursuant to this Section 1.4 shall be deemed to be a part of
Appendix A of this Pricing Attachment immediately after Verizon sends such
notice to NorVergence and thereafter.
1.5 The Chargesstated in AppendixA of this Pricing Attachment shall be
automatically superseded by any applicable Tariff Charges.The Charges stated
in Appendix A of this Pricing Attachment also shall be automatically superseded
by any new Charge(s)when such new Charge(s)are required by any order of the
Commission or the FCC,approved by the Commission or the FCC,or otherwise
allowed to go into effect by the Commission or the FCC (including,but not limited
to,in a Tariff that has been filed with the Commission or the FCC),provided such
new Charge(s)are not subject to a stay issued by any court of competent
jurisdiction.
1.6 in the absence of Charges for a Service established pursuantto Sections 1.3
through 1.5 of this Attachment,if Chargesfor a Service are otherwise expressly
provided for in this Agreement,such Charges shall apply.
1.7 In the absence of Charges for a Servicesstablished pursuantto Sections 1.3
through 1.6 of this Attachment,the Chargesfor the Service shall be the Providing
Party's FCC or Commission approved Charges.
1.8 in the absence of Charges for a Service established pursuantto Sections 1.3
through 1.7 of this Attachment,the Chargesfor the Service shall be mutually
agreed to by the Parties in writing.
2.Verizon Telecommunications Services Provided to NorVergence for Resale
Pursuant to the Resale Attachment
2.1 Verizon Telecommunications Servicesfor which Verizon is Required to Provide a
Wholesale Discount Pursuant to Section 251(cM4)of the Act.
NorVergence ID Resale v2.6.doc 48
2.1.1 The Charges for a Verizon Telecommunications Service purchased by
NorVergencefor resale for which Verizon is required to provide a
wholesale discount pursuant to Section 251(c)(4)of the Act shall be
the Retail Price for such Service set forth in Verizon's applicable Tariffs
(or,if there is no Tariff Retail Price for such Service,Verizon's Retail
Price for the Service that is generally offered to Verizon's Customers),
less,to the extent required by Applicable Law:(a)the applicable
wholesale discount stated in Verizon's Tariffs for Verizon
Telecommunications Services purchased for resale pursuant to
Section 251(c)(4)of the Act;or (b)in the absence of an applicable
Verizon Tariff wholesale discount for Verizon Telecommunications
Services purchased for resale pursuant to Section 251(c)(4)of the Act,
the applicable wholesale discount stated in Appendix A for Verizon
Telecommunications Services purchased for resale pursuantto
Section 251(c)(4)of the Act.
2.1.2 The Charges for a Verizon Telecommunications Service Customer
Specific Arrangement ("CSA")purchased by NorVergencefor resale
pursuantto Section 3.3 of the Resale Attachment for which Verizon is
required to provide a wholesale discount pursuant to Section 251(c)(4)
of the Act shall be the Retail Price for the CSA,less,to the extent
required by Applicable Law:(a)the applicable wholesale discount
stated in Verizon's Tariffs for Verizon Telecommunications Services
purchasedfor resale pursuant to Section 251(c)(4)of the Act;or (b)in
the absence of an applicable Verizon Tariff wholesale discount for
Verizon Telecommunications Services purchased for resale pursuant
to Section 251(c)(4)of the Act,the applicable discount stated in
Appendix A for Verizon Telecommunications Services purchasedfor
resale pursuant to Section 251(c)(4)of the Act.Notwithstandingthe
foregoing,in accordance with,and to the extent permitted by
Applicable Law,Verizon may establish a wholesale discount for a CSA
that differs from the wholesale discount that is generally applicable to
Telecommunications Services provided to NorVergencefor resale
pursuant to Section 251(c)(4)of the Act.
2.1.3 Notwithstanding Sections 2.1 and 2.2 of this Attachment,in accordance
with,and to the extent permitted by Applicab'le Law,Verizon may at
any time establish a wholesale discount for a Telecommunications
Service (including,but not limited to,a CSA)that differs from the
wholesale discount that is generally applicable to Telecommunications
Services provided to NorVergence for resale pursuantto Section
251(c)(4)of the Act.
2.1.4 The wholesalediscount stated inAppendix A shall be automatically
superseded by any new wholesale discount when such new wholesale
discount is required by any order of the Commission or the FCC,
approved by the Commission or the FCC,or otherwise allowed to go
into effect by the Commission or the FCC,provided such new
wholesale discount is not subject to a stay issued by any court of
competent jurisdiction.
2.1.5 The wholesale discount provided for in Sections 2.1.1 through 2.1.3 of
this Attachment shall not be applied to:
2.1.5.1 Short term promotions as defined in 47 CFR §51.613;
NorVergence ID Resale v2.6.doc 49
2.1.5.2 Except as otherwise provided by Applicable Law,Exchange
Access services;
2.1.5.3 Subscriber Line Charges,Federal Line Cost Charges,end
user common line Charges,taxes,and government
Charges and assessment (including,but not limited to,9-1-
1 Charges and Dual Party Relay Service Charges).
2.1.5.4 Any other service or Charge that the Commission,the FCC,
or other governmental entity of appropriatejurisdiction
determines is not subject to a wholesale discount under
Section 251(c)(4)of the Act.
2.2 Verizon Telecommunications Services for which Verizon is Not Required to
Provide a Wholesale Discount Pursuant to Section 251(c)(4)of the Act.
2.2.1 The Charges for a Verizon Telecommunications Servicefor which
Verizon is not required to provide a wholesale discount pursuant to
Section 251(c)(4)of the Act shall be the Charges stated in Verizon's
Tariffs for such Verizon Telecommunications Service (or,if there are
no Verizon Tariff Charges for such Service,Verizon's Chargesfor the
Service that are generally offered by Verizon).
2.2.2 The Charges for a Verizon Telecommunications Service customer
specific contract service arrangement ("CSA")purchased by
NorVergence pursuant to Section 3.3 of the ResaleAttachment for
which Verizon is not required to provide a wholesale discount pursuant
to Section 251(c)(4)of the Act shall be the Charges provided for in the
CSA and any other Charges that Verizon could bill the person to whom
the CSA was originally provided (including,but not limited to,
applicable Verizon Tariff Charges).
2.3 Other Charqes.
2.3.1 NorVergenceshall pay,or collect and remit to Verizon,without discount,
all Subscriber Line Charges,Federal Line Cost Charges,and end user
common line Charges,associated with Verizon Telecommunications
Services provided by Verizon to NorVergence.
3.NorVergence Prices
Notwithstanding any other provision of this Agreement,the Charges that NorVergence
bills Verizon for NorVergence's Services shall not exceed the Charges for Verizon's
comparable Services,except to the e×tent that NorVergence's cost to provide such
NorVergence's Services to Verizon exceeds the€harges for Verizon's comparable
Services and NorVergence has demonstrated such cost to Verizon,or,at Verizon's
request,to the Commission or the FCC.
4.Section 271
If Verizon is a Bell Operating Company (as defined in the Act)and in orderto comply with
Section 271(c)(2)(B)of the Act provides a Service under this Agreement that Verizon is
not required to provide by Section 251 of the Act,Verizon shall havethe right to establish
Charges for such Service in a manner that differs from the manner in which under
Applicable Law (including,but not limited to,Section 252(d)of the Act)Charges must be
set for Services provided under Section 251.
NorVergence ID Resale v2.6.doc 50
5.RegulatoryReview of Prices
Notwithstanding any other provision of this Agreement,each Party reserves its respective
rights to institute an appropriate proceeding with the FCC,the Commission or other
governmental body of appropriate jurisdiction:(a)with regard to the Chargesfor its
Services (including,but not limited to,a proceeding to change the Chargesfor its
services,whether providedfor in any of its Tariffs,in Appendix A,or otherwise);and (b)
with regard to the Charges of the other Party (including,but not limited to,a proceeding
to obtain a reduction in such Charges and a refund of any amounts paid in excess of any
Charges that are reduced).
NorVergence ID Resale v2.6.doc 51
IDAHO APPENDIX A TO THE PRICINGATTACHMENT
I.Services Available for Resale
The avoided cost discount for all Resale services is 13.50%'.
Non-Recurring Charges (NRCs)for Resale Services
Pre-ordering
CLEC Account Establishment Per CLEC $273.09
Customer Record Search Per Account $11.69
Ordering and Provisioning
Engineered Initial Service Order (ISO)-New Service $311.98
Engineered Initial Service Order -As Specified $123.84
Engineered Subsequent Service Order $59.61
Non-Engineered Initial Service Order -New Service $42.50
Non-Engineered lnitial Service Order -Changeover $21.62
Non-Engineered Initial Service Order -As Specified $82.13
Non-Engineered Subsequent Service Order $19.55
Central Office Connect $12.21
Outside Facility Connect $68.30
Manual Ordering Charge $12.17
Product Specific
NRCs,other than those for Pre-ordering,Ordering and Provisioning,and Custom
Handling as listed in this Appendix,will be charged from the appropriate retail
tariff.No discount applies to such NRCs.
Custom Handling
Service Order Expedite:
Engineered $35.48
Non-Engineered $12.59
Coordinated Conversions:
ISO $17.76
Central Office Connection $10.71
Outside Facility Connection $9.59
Hot Coordinated Conversion First Hour:
ISO $30.55
Central Office Connection $42.83
1 In compliance with the FCC Order approving the Merger of GTE Corporation and Bell Atlantic (CC Docket No.
98-1840),Verizon will offer limited duration promotional discounts on resold residential exchange access lines.The terms
and conditions on which these promotionaldiscounts are being made available can be found on Verizon's web site,at
http://www.qte.com/wise for former GTE service areas and
http://www22.verizon.com/wholesale/frames/qeneric frame east/0,2656,merqer,00.html for former Bell Atlantic service
areas.
NorVergence ID Resale v2.6.doc 52
Outside Facility Connection $38.34
Hot Coordinated Conversion per Additional Quarter Hour:
ISO $6.40
Central Office Connection $10.71
Outside Facility Connection $9.59
Application of NRCs
Pre-ordering:
CLEC Account Establishment is a one-time charge applied the first time that
NorVergence orders any service from this Agreement.
Customer Record Search applies when NorVergence requests a summary of the
services currently subscribed to by the end-user.
Ordering and Provisioning:
Engineered Initial Service Order -New Service applies per Local Service
Request (LSR)when engineering work activity is required to complete the order,
e.g.digital loops.
Non-Engineered Initial Service Order -New Service applies per LSR when no
engineering work activity is required to complete the order,e.g.analog loops.
Initial Service Order -As Specified (Engineeredor Non-Engineered)applies only
to Complex Services for services migrating from Verizon to NorVergence.
Complex Services are services that require a data gathering form or has special
instructions.
Non-Engineered Initial Service Order -Changeover applies only to Basic
Services for services migrating from Verizon to NorVergence.End-user service
may remain the same or change.
Central Office Connect applies in addition to the ISO when physical installation is
required at the central office.
Outside Facility Connect applies in addition to the ISO when incrementalfield
work is required.
Manual Ordering Charge applies to orders that require Verizon to manually enter
NorVergence'sorder into Verizon's Secu,re Integrated Gateway System (SIGS),
e.g.faxed orders and orders sent via physical or electronic mail.
Custom Handling (These NRCs are in addition to any Preordering or Ordering and
Provisioning NRCs):
Service Order Expedite (Engineered or Non-Engineered)applies if NorVergence
requests service prior to the standard due date intervals.
Coordinated Conversion applies if NorVergence requests notificationand
coordination of service cut over prior to the service becoming effective.
Hot CoordinatedConversion First Hour applies if NorVergence requests real-time
coordination of a service cut-over that takes one hour or less.
NorVergence ID Resale v2.6.doc 53
Hot Coordinated Conversion Per Additional Quarter Hour applies,in addition to
theHot Coordinated Conversion First Hour,for every 15-minute segment of real-
time coordination of a service cut-over that takes more than one hour.
NorVergence ID Resale v2.6.doc 54