20090116Amendment 3.pdf

~ve1UU9 JAN \ G PM \2: 26
20575 NW Von Neumann DR
Hilsboro, OR 97076
January 16, 2009
Ms. Jean Jewell, Secretary
Idaho Public Utilties Commission
P.O. Box 83720
Boise, ID 83720-0074
Re: VZN-T-04-03 - Amendment No.3 to the Agreement between Verizon Northwest Inc.
and XO Communications Services, Inc.
Dear Ms. Jewell:
Attached please find an original plus three copies of Amendment No. 3 to the interconnection
agreement between Verizon Northwest Inc. and XO Communications Services, Inc. originally
approved in Docket No. VZN- T -04-03.
If you have any questions concerning this filng, please contact me at 972-718-3418.
Sincer Iy,
i 1m lj00t/~
Kim Douglass
Sr. Staff Consultant - Regulatory and Government Affairs
Attachments
AMENDMENT NO.3 RECE!f1
TO THE 2009 JAN 16 PM 12: 26
INTERCONNECTION AGREEMENT
BETWEEN
VERIZON NORTHWEST INC., F/KJA GTE NORTHWEST INCORPORATED
AND
XO COMMUNICATIONS SERVICES, INC.
This Amendment NO.3 (this "Amendment") shall be deemed effective as of October 1, 2008 (the
"Amendment Effective Date"), by and between Verizon Northwest Inc., f/kla GTE Northwest Incorporated
("Verizon"), a Washington corporation with offces at 1800 41 st Street, Everett, WA 98201, and XO
Communications Services, Inc. ("XO"), a corporation with offices at 1601 Trapelo Road, Suite 397,
Waltham, MA 02451. (Verizon and XO may be hereinafter referred to individually, as a "Party" and
collectively as the "Parties").
WITNESSETH:
WHEREAS, Verizon and XO are Parties to an interconnection agreement under Sections 251
and 252 of the Communications Act of 1934, as amended (the "Act") dated February 9, 2000 (such
agreement, including such amendments as may be effective prior to the effectiveness of this Amendment,
the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement to address the matters set forth herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment to Agreement. As of the Amendment Effective Date, the Agreement is hereby
amended to incorporate the terms and conditions set forth in this Amendment, all of which shall
apply to and be a part of the Agreement (hereinafter referred to as the "Amended Agreement")
notwithstanding any other term or condition of the Agreement, a Tariff or Statement of Generally
Available Terms and Conditions.
2. Exchange of VOIP Traffc.
2.1 An Originating Party delivering Interexchange VOIP Traffic to the Terminating Party for
termination on the Terminating Part's network shall compensate the Terminating Party
at the Interexchange VOIPRate for the transport and termination of such Interexchange
VOIPTraffic.
2.2 VOIP Traffc may be exchanged over the local interconnection trunk groups established
pursuant to the Agreement. A Party using local interconnection trunk groups to transport
Interexchange VOIP Traffic shall bear proportional financial responsibilty for those trunks
and facilties. To the extent that a Party uses facilities provided by the other Party for
transport, the other Party shall bill, and such Party shall pay, for such facilities at the
other Party's relevant tariffed access rates (interstate to the extent that the Interexchange
VOIP usage is compensated at interstate rates herein, or intrastate to the extent that the
XO 10 VolP _Amendment 4
Interexchange VOIP usage is compensated as intrastate herein), to the extent, and in the
proportion, that such facilities are used to carry Interexchange VOIP Traffic; provided that
such rates shall not exceed Verizon's tariffed rates for like services.
2.3 No interconnection or network architecture changes are required or intended to be
required by this Amendment for the exchange of such traffic.
2.4 An Originating Party delivering Local VOIP Traffc to the Terminating Party for termination
on the Terminating Party's network shall compensate the Terminating Party for the
transport and termination of such Local VOIP Traffc at the rate that would apply (e.g. the
reciprocal compensation rate or the ISP rate) under the Agreement to like traffic that is
not VOIP Traffc (such rate, the "Local VOIP Rate).
3. FCC VOIP Order. If the FCC issues an order on or after the Amendment Effective Date that
specifies what compensation is due for the exchange of Interexchange VOIP Traffc, such
compensation shall apply prospectively according to the implementation dates set forth in such
order without the need for further amendment to the Amended Agreement to incorporate such
compensation mechanisms.
4. Effectiveness of Amendment.
4.1 This Amendmentshall remain in effect through December 31,2009. On or after January
1, 2010, either Party may cause this Amendment to terminate by written notice delivered
to the other Party specifying a termination date not less than 30 days after delivery of
such notice (such date, the "Amendment Termination Date"). After the Amendment
Termination Date, the subject matter hereof shall be governed by the Agreement, or by
such other agreement as the parties may enter into after the date hereof.
4.2 The relationship of the Parties with respect to the subject matter hereof shall be governed
by this Amendment through the Amendment Termination Date, notwithstanding the
expiration or termination of the Agreement. In case the Agreement is terminated,
replaced or otherwise superseded prior to the Amendment Termination Date, this
Amendment shall remain in full force and effect, and shall continue to govern the subject
matter hereof.
5. (Intentionally Omitted)
6. Billng. An Originating Party shall track, and identify to the Terminating Party (by such means as
the Parties may mutually agree), the Interexchange VOIP Traffic that is delivered by the
Originating Party to the Terminating Party. The Parties wil work together cooperatively to
establish billng and payment procedures to implement the terms hereof, including without
limitation methods for identifying Interexchange VolP Traffic for billng purposes. Such methods
may include, without limitation, the establishment of factors to distinguish the portion of a Party's
traffic that is Interexchange VOIP Traffic. A Party wil, upon request of the terminating Part,
supply such data as may be reasonably required to support the non-terminating Party's
characterization oftraffic as Interexchange VOIP Traffic or otherwise. If a Party terminates more
than a de minimis amount of PSTN-to-VOIP traffic to its end users, it shall promptly notify the
other Party, and the Parties shall work cooperatively to establish biling and payment procedures
for such PSTN-to-VOIP Traffc (including without limitation the identification of such traffc to the
other Party) as set forth in this paragraph.
7. Definitions. As used in this Amendment, the following capitalized terms shall have the specified
meanings:
XO 10 VolP J.mendment 4
7.1 "Interexchange VOIP Traffc" means VOIP Traffic that is terminated by a Party to its end-
user whose physical location is outside the mandatory local callng area (including non-
optional EAS, and based on Verizon's local callng areas) of the physical location f the
originating end-user.
7.2 "Interexchange VOIP Rate" means:
7.2.1 If a Party is a Qualified Party, the Interexchange VOIP Rate shall be the
Terminating Party's interstate terminating switched access rates; provided that
such rates shall not exceed Verizon's tariffed interstate terminating switched
access rates (as such rates may be in effect or modified from time to time).
7.2.2 If a Party is not a Qualified Party, the Interexchange VOIP Rate shall be (a) for
traffic that is interstate based on the physical locations of the calling and called
parties, the Terminating Party's interstate terminating switched access rates;
and (b) for traffc that is intrastate based on the physical locations of the callng
and called parties, the Terminating Party's intrastate access rates; provided
that in each case such rates shall not exceed Verizon's applicable tariffed
terminating switched access rates (as such rates may be in effect or modified
from time to time).
7.3 "Local VOIP Traffc" means VOIP Traffic that is terminated by a Party to its end user
whose physical location is within the mandatory local callng area (including non-optional
EAS, and based on Verizon's local callng areas) of the physical location of the
originating end-user.
7.4 "Originating Party" means a Party that delivers telephone traffc (including traffic that
originates on the Originating Party's network and third-party traffc) to the other Party for
termination on the other Party's network.
7.5 "Phone-to~Phone VOIP Traffc" means communications that originate and terminate on
the public switched telephone network but are transmitted by Internet Protocol at some
point in the middle, as set forth in the FCC's Order, In the Matter of Petition for
Declaratory Ruling that AT& T's Phone-to-Phone IP Telephony Services are Exempt from
Access Charges, FCC 04-97, WC Docket No. 02-361 (rei' April 21, 2004).
7.6 "Qualified Party" means a Party that meets each of the following conditions:
7.6.1 For each of the three calendar months immediately preceding the calendar
month in which the Amendment Effective Date falls, such Party, combined with
all of its affilates, must have been billed by the other Party, combined with all
of its affiliates, intercarrier compensation for the transport and termination of
local traffic, ISP-bound traffic, and VOIP traffc, totaling not less than five
hundred thousand dollars ($500,000).
7.6.2 As of the Amendment Effective Date and until the Amendment Termination
Date, such Party, and each of its affliates, shall be a part to terms
substantially similar to this Amendment in every jurisdiction in which they are
parties, with the other Part or any of its affilates, to an interconnection
agreement under Sections 251 and 252 of the Act.
7.6.3 As of the Amendment Effective Date, such Party, together with all of its
affiliates, shall have no outstanding liabilty for payment on any invoices
rendered by the other Party, or any of its affiliates, before the Amendment
Effective Date.
XO 10 VolP _Amendment 4
7.6.4 As of the Amendment Effective Date, such Party shall not have any
outstanding billng disputes with the other Party over any invoices dated on or
before the Amendment Effective Date.
7.6.5 Notwithstanding any other provision hereof, if XO is a Qualified Party,Verizon
shall be deemed to be a Qualified Party.
7.6.6 For purposes of this section 7.6, the term "affliates" means, as to XO, all of the
competitive local exchange carriers controlled by or under common control
with XO; and as to Verizon, all of the incumbent local exchange carriers
controlled by or under common control with Verizon.
7.7 "Terminating Party" means a Party that terminates on its network, telephone traffc
delivered by the Originating Party.
7.8 "VOIP Traffc" means voice communications and such other applications (e.g. fax
transmissions) that (a) originate in Internet protocol ("IP") format at the end user's
customer premises, are transmitted over a broadband connection to an IP service
provider (including a Party or a third party) in IP format, are converted from IP format to
circuit switched format, and are delivered to a Party for termination by a circuit switch on
the public switched telephone network, (b) originate on the public switched telephone
network, are converted from circuit-switched format to IP format, and are delivered to a
Party, for termination by an IP service provider (including a Party or a third party) in IP
format over a broadband connection to the end user's customer premises ("PSTN-to-
VOIP Traffc"), or (c) originate in "IP format at the end user's customer premises, are
transmitted over a broadband connection to an IP service provider (including a Party or a
third party), and are delivered (via circuit-switched trunks established in accordance with
the Agreement) to a Party, for termination by an IP service provider (including a Party or
a third party) in IP format over a broadband connection to the end usets customer
premises ("VOIP-to-VOIP Traffc"), in each case including such traffc that is originated by
a Party or by a third party; provided, however, that VOIP Traffic does not include Phone-
to-Phone VOIP Traffic or toll free access code (8YV) traffic.
8. Miscellaneous Provisions.
8.1 Conflict. This Amendment shall be deemed to revise the terms and conditions of the
Agreement to the extent necessary to give effect to the terms and conditions of this
Amendment. In the event of a conflict between the terms and conditions of this
Amendment and the terms and conditions of the Agreement, this Amendment shall
govern, but the fact that a term or condition appears in this Amendment but not in the
Agreement, or in the Agreement but not in this Amendment, shall not be interpreted as,
or deemed grounds for finding, a conflict.
8.2 Counterparts. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be an original and all of which together shall constitute
one and the same instrument.
8.3 Captions. The Parties acknowledge that the captions in this Amendment have been
inserted solely for convenience of reference and in no way define or lim.it the scope or
substance of any term or condition of this Amendment.
8.4 Scope of Amendment. This Amendment shall amend, modify and revise the Agreement
only to the extent set forth expressly in this Amendment and, except to the extent
expressly set forth in this Amendment, the terms and conditions of the Agreement shall
remain in full force and effect, but nothing in this Amendment shall be deemed to amend
XO 10 VolP _Amendment 4
or extend the term of the Amended Agreement, or to affect the right of a Party to exercise
any right of termination it may have under the Amended Agreement.
8.5 Joint Work Product. The Parties acknowledge that this Amendment is the joint work
product of the Parties, and that, accordingly, in the event of ambiguities, no inferences
shall be drawn for or against either Party on the basis of authorship of this Amendment.
8.6 Amendments. No amendments or modifications shall be made to this Amendment unless
in writing and signed by appropriate representatives of the Parties.
8.7 Waivers. A failure or delay of either Part to enforce any of the provisions of this
Amendment, or any right or remedy available under this Amendment, or at law or in
equity, or to require performance of any of the provisions of this Amendment, or to
exercise any option that is provided under this Amendment, shall in no way be construed
to be a waiver of such provisions, rights, remedies or options.
8.8 Reservation of Rights. The Parties disagree as to whether, under applicable law,
Interexchange VOIP Traffc constitutes non-local telecommunications traffc that, apart
from the provisions of this Amendment, would be subject to terminating charges at the
appropriate jurisdictional rates, per the appropriate tariff or agreement governing such
non-local telecommunications traffic. By entering into this Agreement, neither party
waives its right to advocate its view with respect to this issue. The Parties agree that
nothing in this Agreement shall be construed as an admission that Interexchange VOIP
Traffic is, or is not, non-local telecommunications traffic in nature. The Parties further
agree that any payments under the terms of this Agreement shall not be construed as
agreement or acquiescence that, under applicable law, Interexchange VOIP Traffc
constitutes non-local telecommunications traffic that, apart from the provisions of this
Amendment, would be subject to terminating charges at the appropriate jurisdictional
rates, per the appropriate tariff or agreement governing such non-local
telecommunications traffic.
(Signature Page Follows)
XO 10 VolP _Amendment 4
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of
the Amendment Effective Date.
XO COMMUNICATIONS SERVICES, INC.
By ~ ¿'~W(4(
Printed: Heather Burnett Gold
Title:Sr. Vice President, External Affairs
XO 10 VolP _Amendment
VERIZON NORTHWEST INC.~Ck~
Printed: Jeffrey A. Masoner
-
Title: Vice President - Interconnection Services
Policy and Planning
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