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20575 NW Von Neumann Drive, Suite 150
Hillsboro, OR 97006
February 1 , 2006
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Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
O. Box 83720
Boise, Idaho 83720-0074
Re: Interconnection Agreement between Verizon Northwest Inc. and France Telecom
Corporate Solutions, LLC.
Dear Ms. Jewell:
Enclosed for filing is an original and three copies of an Agreement between Verizon
Northwest Inc. and France Telecom Corporate Solutions, LLC.
Please call me at 503/645-7909 if you have any questions.
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/ilhtL-LRenee M. Willer
Senior Staff Consultant
Enclosures
AGREEMENT
by and between
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FRANCE TELECOM CORPORATE SOLUTIONS, LLC
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and
VERIZON NORTHWEST INC.
FOR THE STATE OF
IDAHO
TABLE OF CONTENTS
AGREEMENT............. ........................
"""""""""""""""""""""""""""""""""""""
......... 1
24.
25.
The Agreement ...
...............................................................................................
Term and Termi nation............... ........................................................................
Glossary and Attach ments...................... ..........................................................
Appl icable Law............... """"""""""""""""""""""""""""""""""""""""'" 2
Assignment....................................................................................................... 3
Assu rance of Payment ...................................................................................... 3
Audits............................ .................................................................................... 4
Authorization ..................................................................................................... 5
Billing and Payment; Disputed Amounts........................................................... 5
10.Confidentiality............................................................ .
......................................
11.Cou nterparts ................. ...... ............ """"""""""""""""""""""""""""""""" 8
12.Defau It. ........ ...... ..... ........................ ................................................................... 8
13.Discontinuance of Service by FTCS ..................................................................
14.Dispute Resolution ........................................."................................................. 9
15.Force Majeure ............................................. ...................... .......... .... ................... 9
16.Forecasts.........................................................................................................
17.Fraud.................................................................................................. .............
18.Good Faith Performance .................................................................................
19.Headi ngs ......................................................................................................... 10
20.Indemnification...................... ......
..... ................ ..... .......... ... ...... ......... ...... ........
21.Insurance... ................................................. .............. ......... .... .......................... 12
22.Intellectual Property........................................................................... .............
23.Joint Work Product..........................................................................................
Law Enforcement..... ........ ..................................... ........ ........... ...... ........... ....... 14
Liability ................................. ............................. .....
.... ....
............................ ..... 15
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47.
48.
49.
50.
26.Network Management............. ............. """""""""""""""""""""""""""""" 16
27.Non-Excl usive Remed ies............................................... ...................."............ 16
28.Notice of Network Chan ges... ....... ................................................................... 17
29.Noti ces....................................... ........... ....................... ......................,............ 17
30.Ordering and Maintenance.......................................................... .................... 18
31.Performance Standards.................................. ................................................. 18
32.Point of Contact for FTCS Customers .............................................................
33.Predecessor Agreements............................................. .............. ...,.................
34.Publicity and Use of Trademarks or Service Marks .........................................
35.References...................................................... ................................................ 19
36.Relationsh ip of the Parties.................. ..... ................................................,...... 20
37.Reservation of Rights................................ ......... ........,.................................... 20
38.Subcont ractors............................................................................. ...................
39.Successors and Assigns................. ..................................."...................... ...,. 21
40.Su rvival
......................................................................."..................................
41.Taxes.......................................................... ............................ .........................
42.Tech nology Upgrades.................... ...... .............. ............................................. 23
43.Territory......... .................................................................................................. 23
44.Th ird Party Benefi ciaries................................................................................. 23
45.(This Section Intentionally Left BlankJ............................................................. 24
46.252(i) Obi igations ............................................................................................ 24
Use of Service................................. ..... ...................... ..................... ................ 24
Waive r ............................................................................................................. 24
Warranties....................................................................................................... 24
SIG NA TU RE PAGE............................................ ,.......... ....................................................... 26
Withdrawal of Services.................................................................................... 24
GLOSSARY......................................................................................................................... 27
General Ru Ie.................................................................................................... 27
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Defin itions....................................................................................................... 27
ADDITIONAL SERVICES ATTACHMENT ............................................................................. 33
Alternate Bi lied Calls................................. ................."...... ......... .................... 33
Dialing Parity - Section 251 (b )(3) ..... ...... ............................... .............. ............. 33
Directory Assistance (DA) and Operator Services (OS)...................................
Directory Listing and Directory Distribution .......................,............................ 33
Voice Information Service Traffi c .......................... ..... ...................... ...... ......... 35
Intercept and Referral Announcements ............................................"............. 36
Originating Line Number Screening (OLNS).................................................... 36
Operations Support Systems (OSS) Services.................................................. 36
Poles, Ducts, Conduits and Rights-of-Way...................................................... 42
10.Telephone Numbers........................................................................................ 43
11.Routing for Operator Services and Directory Assistance Traffic..................... 43
12.Good Faith Performance ................................................................................. 43
RESALE ATTACHMENT......... .........
........................................... .........................................
General.................................................................................. .......................... 45
Use of Verizon Telecommunications Services ......................................"... .....
Availability of Verizon Telecommunications Services......,.............................. 46
Respons i bil ity for Ch arges.............................................................................. 46
Operations Matters..................................................................... .......... ........... 47
Rates and Charges..........,............................................................................... 47
Good Faith Performance ................................................................................. 48
PRICING ATTACHMENT ................. ..... .....................
................................ ........... .......... ......
General.... ........................................................................................................ 49
Verizon Telecommunications Services Provided to FTCS for Resale Pursuant
to the Resale Attachment ................................................................................
FTCS Prices......... ......... .......... .........
.... ...... ....... ............. .... ......................... .....
(This Section Intentionally Left BlankJ.............................................................
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Regulatory Review of Prices..................................................................
..........
IDAHO APPENDIX A TO THE PRICING ATTACHMENT........................................................
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AGREEMENT
PREFACE
This Agreement ("Agreement") shall be deemed effective as of September 27, 2005 (the
Effective Date ), between France Telecom Corporate Solutions, LLC ("FTCS "), a Limited Liability
Corporation organized under the laws of the State of Delaware, with offices at 2300 Corporate
Park Drive , 6th Floor, Herndon, VA 20171 and Verizon Northwest Inc. ("Verizon ), a corporation
organized under the laws of the State of Washington with offices at 1800 41 sf Street, Everett, WA
98201 (Verizon and FTCS may 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 intending to be legally
bound, pursuant to Section 252 of the Act, Verizon and FTCS hereby agree as follows:
The Agreement
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.
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.
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 novation or
accord and satisfaction with respect to any prior interconnection or 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 prepetition claim
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 FTCS.
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1.4 Except as otherwise provided in the Principal Document, the Principal Document
may not be waived or modified except by a written document that is 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
, or notice to, the other Party.
Term and Termination
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 September 26, 2007 (the "Initial Term ). Thereafter, this Agreement shall
continue in force and effect unless and until cancelled or terminated as provided
in this Agreement.
Either FTCS 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.
If ether FTCS or Verizon provides notice of termination pursuant to Section 2.
and on or before the proposed date of termination either Party 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 interconnection agreement
between FTCS and Verizon; or, (b) the date one (1) year after the proposed date
of termination.
2.4 If either FTCS or Verizon provides notice of termination pursuant to Section 2.
and by 11 :59 PM Eastern Time on the proposed date of termination neither
FTCS 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).
The Glossary and the following Attachments are a part of this Agreement:
Glossary and Attachments
Additional Services Attachment
Resale Attachment
Pricing Attachment
Applicable Law
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.
Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement.
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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.
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.
If any provision of this Agreement shall be invalid or unenforceable under
Applicable Law, such invalidity or unenforceability shall not invalidate or 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 provision of
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
revisions to this Agreement as may be required in order to conform the
Agreement to Applicable Law.
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 revisions to
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.
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 FTCS hereunder, then Verizon may discontinue the provision of
any such Service, payment or benefit, and FTCS shall reimburse Verizon for any
payment previously made by Verizon to FTCS that was not required by
Applicable Law. Verizon will provide thirty (30) days prior written notice to FTCS
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
event such specified period and/or conditions shall apply.
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.
Assurance of Payment
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Audits
Upon request by Verizon, FTCS shall, at any time and from time to time, provide
to Verizon adequate assurance of payment of amounts due (or to become due)
to Verizon hereunder.
Assurance of payment of charges may be requested by Verizon if FTCS (a) prior
to the Effective Date , has failed to timely pay a bill rendered to FTCS by Verizon
or its Affiliates, (b) on or after the Effective Date, fails to timely pay a bill rendered
to FTCS by Verizon or its Affiliates, (c) in Verizon s reasonable judgment, at the
Effective Date or at any time thereafter, is unable to 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 assignment for the benefit of creditors or is subject to a
receivership or similar proceeding.
Unless otherwise agreed by the Parties, the assurance of payment shall consist
of 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 letter of credit shall be in
an amount equal to two (2) months anticipated charges (including, but not limited
to, both recurring and non-recurring charges), as reasonably determined by
Verizon, for the Services to be provided by Verizon to FTCS in connection with
this Agreement. If FTCS 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 (and FTCS
shall provide) additional assurance of payment, consisting of monthly advanced
payments of estimated charges as reasonably determined by Verizon, with
appropriate true-up against actual billed charges no more frequently than once
per Calendar Quarter.
6.4 (Intentionally Left Blank).
(Intentionally Left Blank).
Verizon may (but is not obligated to) draw on the letter of credit upon notice to
FTCS in respect of any amounts to be paid by FTCS hereunder that are not paid
within thirty (30) days of the date that payment of such amounts is required by
this Agreement.
If Verizon draws on the letter of credit, upon request by VerizQn, FTCS shall
provide a replacement or supplemental letter of credit conforming to the
requirements of Section 6.
Notwithstanding anything else set forth in this Agreement, if Verizon makes a
request for 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 FTCS has provided Verizon with such assurance of payment.
The fact that a letter of credit is requested by Verizon hereunder shall in no way
relieve FTCS from 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 modification of the terms herein
pertaining to the discontinuance of Services for nonpayment of any amounts
payment of which is required by this Agreement.
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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 $500 000.
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.
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.
Authorization
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.
FTCS represents and warrants that it is a Limited Liability Corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has full power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement.
FTCS Certification.
Notwithstanding any other provision of this Agreement, Verizon shall have no
obligation to perform under this Agreement until such time as FTCS has obtained
such FCC and Commission authorization as may be required by Applicable Law
for conducting business in the State of Idaho. FTCS shall not place any Orders
under this Agreement until it has obtained such authorization. FTCS shall
provide proof of such authorization to Verizon upon request.
Billing and Payment; Disputed Amounts
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.
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
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10.
otherwise provided in this Agreement, shall be due, in immediately available U.
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.
If any portion of an amount billed by a Party under this Agreement is subject to a
good faith dispute between the Parties, the billed Party shall give notice to the
billing Party of the amounts it disputes ("Disputed Amounts ) 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 charges that 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 obligation to 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
, 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 (including any unpaid previously
billed late payment charges) per month.
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
failure to submit them in a timely fashion.
Confidentiality
10.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, or anticipation of, this Agreement:
10.Books, records, documents and other information disclosed in an audit
. pursuant to Section 7;
10.Any forecasting information provided pursuant to this Agreement;
10.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 directory assistance service, operator service, Caller
ID or similar service, or LlDB service, or (c) the Customer to whom the
Customer Information is 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);
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10.
10.
10.4
10.any information that is in written , graphic, electromagnetic, or other
tangible form, and marked at the time of disclosure as "Confidential" or
Proprietary;" and
any information that is communicated orally or visually and declared to
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
10.
Notwithstanding any other provision of this Agreement, a Party shall have the
right to refuse to accept receipt of information which the other Party has identified
as Confidential Information pursuant to Sections 10.5 or 10.
Except as otherwise provided in this Agreement, the Receiving Party shall:
10.use the Confidential Information received from the Disclosing Party
only in performance of this Agreement; and
10.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 received from
the Disclosing Party in confidence and restrict disclosure of the
Confidential Information solely to those of the Receiving Party
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
Affiliates, to comply with the provisions of this Section 10.
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.
Unless otherwise agreed, the obligations of Sections 10.2 and 10.3 do not apply
to information that:
10.4.was, at the time of receipt, already in the possession of or known to
the Receiving Party free of any obligation of confidentia:lity and
restriction on use;
10.4.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;
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10.
10.
10.
10.
11.
10.4.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.is approved for disclosure or use by written authorization of the
Disclosing Party (including, but not limited to, in this Agreement); or
10.4.is required to be disclosed by the Receiving Party pursuant to
Applicable Law, provided that the Receiving Party shall have made
commercially reasonable efforts to give adequate notice of the
requirement to the Disclosing Party in order to enable the Disclosing
Party to seek protective arrangements.
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 under this
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.
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.
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.C. 3 222,
and are not intended to 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.
Each Party s obligations under this Section 10 shall survive expiration
cancellation or termination of this Agreement.
Cou nterparts
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
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.
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13.Discontinuance of Service by FTCS
13.If FTCS 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, FTCS shall send written notice of such
discontinuance to Verizon, the Commission, and each of FTCS's Customers.
FTCS 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, FTCS shall
send such notice at least thirty (30) days prior to its discontinuance of service.
13.
13.
13.4
Such notice must advise each FTCS Customer that unless action is taken by the
FTCS Customer to switch to a different carrier prior to FTCS's proposed
discontinuance of service, the FTCS Customer will be without the service
provided by FTCS to the FTCS Customer.
Should a FTCS Customer subsequently become a Verizon Customer, FTCS
shall provide Verizon the FTCS Customer s billed name , listed name, service
address, billing address, and the services being provided to the FTCS Customer,
and FTCS shall use commercially reasonable efforts to provide Verizon with any
other information necessary for Verizon to establish service for the FTCS
Customer.
Nothing in this Section 13 shall limit either Party s right to cancel or terminate this
Agreement or suspend provision of Services under this Agreement.
14.
Dispute Resolution14.
14.
Except as otherwise provided in this Agreement, any dispute 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.
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 Majeure15.
Neither Party shall be responsible for any delay or failure in performance which
results from causes beyond its reasonable control ("Force Majeure Events
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
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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
, 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.Notwithstanding the provisions of Sections 15.1 and 15., 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 require the 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 request by Verizon
FTCS shall provide to Verizon forecasts regarding the Services that FTCS expects to
purchase from Verizon, including, but not limited to, forecasts regarding the types and
volumes of Services that FTCS expects to purchase and the locations where such
Services will be purchased.
17.Fraud
18.
FTCS assumes responsibility for all fraud associated with its Customers and accounts.
Verizon shall bear no responsibility for, and shall have no obligation to investigate or
make adjustments to FTCS's account in cases of, fraud by FTCS's Customers or other
third parties.
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 unreasonably withheld
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 offered under this
Agreement, Verizon reserves the right to negotiate in good faith with FTCS reasonable
terms and conditions (including, without limitation , rates and implementation timeframes)
for such Service; 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.
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.
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20.Indemnification
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 negligent or
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 Indemnifying Party or the
Indemnifying Party's Affiliates, in connection with this Agreement.
20.
20.
20.
Indemnification Process.
20.
20.
20.2.4
20.
20.
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.
An Indemnifying Party s obligations under Section 20.1 shall be
conditioned upon the following:
The Indemnified Person: (a) shall give the Indemnifying Party notice
of the Claim promptly after oocoming aware thereof (including a
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 and shall not
unreasonably withhold such approval.
If the Indemnified Person fails to comply with Section 20.3 with
respect to a Claim, to the extent such failure shall t-ave a material
adverse effect upon the Indemnifying Party, the Indemnifying Party
shall be relieved of its obligation to indemnify, defend and hold
harmless the Indemnified Person with respect to such Claim under this
Agreement.
Subject to 20.6 and 20.7, below, the Indemnifying Party shall have
the authority to defend and settle any Third Party Claim.
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 Indemnified Person. In so participating, the
Indemnified Person shall be entitled to employ separate counsel for
the defense at the Indemnified Person s expense. The Indemnified
Person 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
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20.
20.4
21.Insurance
20.
not entitled to be indemnified, defended and held harmless by the
Indemnifying Party.
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 have the
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.
21.
20.2.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.The Indemnifying Party and the Indemnified Person shall offer each
other all reasonable cooperation and assistance in the defense of any
Third Party Claim.
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
performance of this Agreement.
Each Party s obligations under this Section 20 shall survive expiration
cancellation or termination of this Agreement.
FTCS 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
under this 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.
Best insurance rating of at least A-, financial size category VII or greater. At a
minimum and without limiting the foregoing undertaking, FTCS shall maintain the
following insurance:
21.Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability,
independent contractors, and personal injury, with limits of at least
000 000 combined single limit for each occurrence.
21.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.Intentionally Left Blank.
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21.
21.
21.4
21.
21.
21.
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.All risk property insurance on a full replacement cost basis for all of
FTCS'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.
Any deductibles, self-insured retentions or loss limits ("Retentions ) for the
foregoing insurance must be disclosed on the certificates of insurance to 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 FTCS.
FTCS shall name Verizon and Verizon s Affiliates as additional insureds on the
foregoing liability insurance.
FTCS shall, within two (2) weeks of the Effective Date hereof at the time of each
renewal of, or material change in, FTCS '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 insurance shall be sent to: Director - Contract
Performance Management & Negotiations, Verizon Wholesale Markets, 600
Hidden Ridge, HQEWMNOTICES, Irving, TX 75038.
FTCS shall require its contractors, if any, that may 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.
If FTCS or FTCS'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 FTCS shall reimburse Verizon for the cost of the insurance.
Certificates furnished by FTCS or FTCS'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 Property22.
22.
Except as expressly stated in this Agreement, this Agreement shall not be
construed as granting a license with respect to any patent, copyright, trade
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.
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
, 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
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22.
software by either Party under this Agreement, or the performance of 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.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE 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.
FTCS 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
FTCS , directly or through a third party, of any such terms , conditions or
restrictions that may limit any FTCS use of a Service provided by Verizon that is
otherwise permitted by this Agreement. At FTCS'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
vendor to allow FTCS to 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. FTCS shall reimburse Verizon for
the cost of obtaining such rights.
Joint Work Product
22.4
23.
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 Enforcement24.
24.
24.
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
, 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
national security operations, and , the installation of wiretaps, trap-and-trace
facilities and equipment, and dialed number recording facilities and equipment.
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.
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.
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25.
25.
25.
25.
25.4
25.
25.
Liability
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.
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.
Except as otherwise stated in Section 25., 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 connection wth a
Service Failure or any breach, delay or failure in performance, of this Agreement)
for special, indirect, incidental, consequential, reliance, exemplary, punitive
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.
The limitations and exclusions of liability stated in Sections 25.1 through 25.
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.
Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability:
25.
25.
under Sections 20, Indemnification, or 41 , Taxes.
25.
for any obligation to indemnify, defend and/or hold harmless that a
Party may have under this Agreement.
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;
25.5.4 for a claim for infringement of any patent, copyright, trade name, trade
mark, service mark, or other intellectual property interest;
25.under Section 258 of the Act or any order of FCC or the Commission
implementing Section 258; or
under the financial incentive or remedy provisions of any service
quality plan required by the FCC or the Commission.
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.
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25.Each Party shall , in its tariffs and other contracts with its Customers, provide that
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-persons for any special, indirect, incidental
consequential, reliance, exemplary, punitive or other damages, arising out of a
Service Failure.
26.
Network Management26.
26.
26.
26.4
Coooeration. The Parties will work cooperatively in a commercially reasonable
manner to install and maintain a reliable network. FTCS and Verizon will
exchange appropriate information (e.network information , maintenance
contact numbers, escalation procedures, and information required to comply with
requirements of law enforcement and national security agencies) to achieve this
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.
Resoonsibilitv for Followina Standards . Each Party recognizes a responsibility to
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.
Interference or Imoairment.If a Party ("1m paired 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
provision of services or the operation of the Impaired Party s network or facilities
the Impaired Party may interrupt or suspend any Service provided to the
Interfering Party to the extent necessary to prevent such interference or
impairment, subject to the following:
26.Except in emergency situations (e., 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 condition within said time period; and taken other actions, if
any, required by Applicable Law; and
26.Upon correction of the interference or impairment, the Impaired Party
will promptly restore the interrupted or 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.
Outaae Reoair Standard. In the event of an outage or trouble in any Service
being provided by a Party hereunder, the Providing Party will follow Verizon
standard procedures for isolating and clearing the outage or trouble.
27.Non-Exclusive Remedies
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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.
Notice of Network Changes28.
If a Party makes a change in the information necessary for 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 publication of
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.Except as otherwise provided in this Agreement, notices given by one Party to
the other Party under this Agreement:
29.shall be in writing;
29.shall be delivered (a) personally, (b) by express delivery service with
next Business Day delivery, (c) by First Class, certified or registered
S. mail, postage prepaid, or (d) by facsimile telecopy, with a copy
delivered in accordance with (a), (b) or (c), preceding; and
29.shall be delivered to the following addresses of the Parties:
To FTCS:
Danielle Aguto
Vice President & General Counsel
1717 K Street NW
Suite 507
Washington, DC 20036
Telephone Number: (202) 822-2058
Facsimile Number: Not Provided
Internet Address: danielle.aguto(illftna.com
To Verizon:
Director-Contract Performance Management & Negotiations
Verizon Wholesale Markets
600 Hidden Ridge
HQEWMNOTICES
Irving, TX 75038
Facsimile Number: 972-719-1519
Internet Address: wmnotices(illverizon.com
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33.
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
FTCS 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 FTCS to perform a pre-ordering,
ordering, provisioning, maintenance or repair, transaction offered by Verizon , FTCS 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.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.FTCS shall provide Services under this Agreement in accordance with the
performance standards required by Applicable Law.
32.Point of Contact for FTCS Customers
32.FTCS shall establish telephone numbers and mailing addresses at which FTCS
Customers may communicate with FTCS and shall advise FTCS Customers of
these telephone numbers and mailing addresses.
32.Except as otherwise agreed between FTCS and Verizon, Verizon shall have no
obligation, and may decline, to accept a communication from a FTCS Customer
including, but not limited to, a FTCS Customer request for repair or maintenance
of a Verizon Service provided to FTCS.
Predecessor Agreements
33.Except as stated in Section 33.2 or as otherwise agreed in writing by the Parties:
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33.
33.
33.Further to the provisions of Section 1 of the General Tenns and
Conditions of this Agreement, any 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 is
hereby amended, extended and restated; and
33.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.
Except as otherwise agreed in writing by the Parties, if a Service purchased by a
Party under a prior interconnection or resale agreement between the 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 inconsistent with 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 may elect to cancel the
commitment.
If either Party elects to cancel the commitment pursuant to the proviso in Section
33., 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 payment from the
Purchasing Party of the difference between the price of the Service that 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 Marks34.
34.
34.
35.
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.
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.
Any violation of this Section 34 shall be considered a material breach of this
Agreement.
35.
References
35.
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.
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 supplemented from
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36.
36.
36.
36.
36.4
36.
36.
time to time (and, in the case of a Tariff or provision of Applicable Law, to any
successor Tariff or provision).
Relationship of the Parties
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.
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.
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.
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 payment of 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 remitting to the
applicable taxing authorities any taxes that it is required by Applicable Law to
collect from its employees.
Except as otherwise expressly provided in 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.
The relationship of the Parties under this Agreement is a non-exclusive
relationship.
37.
Reservation of Rights37.
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 lawfulness of this Agreement and any provision
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 lawfulness and propriety
, 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
applicable jurisdiction; and (e) to collect debts owed to it under any prior
interconnection or 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 provisions of this
Section shall survive the expiration, cancellation or termination of this
Agreement.
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37.FTCS acknowledges FTCS has been advised by Verizon that it is Verizon
position that this Agreement contains certain provisions which are intended to
reflect Applicable Law and Commission and/or FCC arbitration decisions.
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
use of a contractor shall not (a) release the Party from any duty or liability to fulfill the
Party s obligations und er this Agreement or (b) be deemed an assignment of any of the
Party s rights or 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.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 required or
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
Tax to the Providing Party and (c) the Providing Party shall timely remit such
collected Tax to the applicable taxing authority.
41.Taxes Imposed on the Providina 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 ("Telecommunications Company
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 provide the Providing Party with notice in writing in accordance with
Section 41.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.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 required to impose and/or
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41.4
41.
collect such Tax from the Subscriber and (b) shall timely remit such Tax to the
applicable taxing authority.
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.
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 unbilfed 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., 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 does not 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.
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 required to 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
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.
Tax Exemptions and Exemption Certificates . If Applicable Law clearly exempts a
purchase hereunder from a Tax, and if such Applicable Law also provides an
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 acceptable to the Providing Party
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(e., 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 suchTax.
41.All notices, affidavits, exemption-certificates or other communications required 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 FTCS:
Charles Hartman
2300 Corporate Park Drive
6th Floor
Herndon, Virginia 20171
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 have the 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 FTCS's ability to provide 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. FTCS
shall be solely responsible for the cost and activities associated with accommodating
such changes in its own network.
43.Territory
43.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.Notwithstanding any 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 portion thereof to a
third-person. Verizon shall provide FTCS with at least 90 calendar days prior
written notice of such termination , which shall be effective upon the date
specified in the notice.
44.Third Party Beneficiaries
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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.(This Section Intentionally Left Blank)
46.252(i) Obligations
To the extent required by Applicable Law, each Party shall comply with Section 252(i) of
the Act. To the extent that the exercise by FTCS of any rights it may have under Section
252(i) results in the rearrangement of Services by Verizon, FTCS 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
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, NEITHER PARTY MAKES
OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICES PROVIDED, OR TO BE PROVIDED, UNDER THIS AGREEMENT AND THE
PARTIES DISCLAIM ANY OTHER WARRANTIES , INCLUDING BUT NOT LIMITED TO
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.Notwithstanding anything 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
FTCS.
50.Notwithstanding anything contained in this Agreement, except as otherwise
required by Applicable Law, Verizon may with thirty (30) days prior written notice
to FTCS terminate any provision of this Agreement that provides for the payment
by Verizon to FTCS of compensation related to traffic, including, but not limited
to, other types of compensation for termination of traffic delivered by Verizon to
FTCS. Following such termination, except as otherwise agreed in writing by the
Parties, Verizon shall be obligated to provide compensation to FTCS related to
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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 provisions for 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 FTCS
related to traffic only to the extent required by Applicable Law. If within thirty (30)
days afterVerizon s notice of termination the Parties are unable to agree in
writing upon mutually acceptable substitute provisions for compensation related
to traffic, either Party may submit their disagreement to dispute resolution in
accordance with Section 14 of this Agreement.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the Effective Date.
FRANCE TE~ CORPORATE SOLUTIONS,
::~
/J
VERIZON NORTHWEST INC.
By. ~1flfl tt-~IL--
Printed:, G'\ks ?tuV\iU-Printed: Jeffrey A. Masoner
TItle: Authorized Representative
fT' ~ , ~ 9-" 9..3~r
Title: Vice President - Interconnection Services
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GLOSSARY
General Rule
The provisions of Sections 1.2 through 1.4 and Section 2 apply with regard to the
Principal Document. Terms used in a Tariff shall have the meanings stated in
the Tariff.
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.
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.
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 interchangeably throughout 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.
Definitions
Act.
The Communications Act of 1934 (47 U.C. 9151 et seq.), as from time to time
amended (including, but not limited to, by the Telecommunications Act of 1996.
Affiliate.
Shall have the meaning set forth in the Act.
Agent.
An agent or servant.
2.4 Agreement.
This Agreement, as defined in Section 1 of the General Terms and Conditions.
Ancillary Traffic.
All traffic that is destined for ancillary services, or that may have special billing
requirements, including but not limited to the following: Directory Assistance
911/E911 , Operator Services (IntraLATA call completion), IntraLATA third party,
collect and calling card, 800/888 database query, LlDB, and Voice Information
Services Traffic as described in Section 5 of the Additional Services Attachment.
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Applicable Law.
All effective laws, government regulations and government orders, applicable to
each Party's performance of its obligations under this Agreement.
Business Day.
Monday through Friday, except for holidays observed by Verizon.
Calendar Quarter.
January through March, April through June, July through September, or October
through December.
Calendar Year.
January through December.
CCS (Common Channel Signaling).
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.
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, reasonable attorney
fees).
CLEC (Competitive Local Exchange Carrier).
Any Local Exchange Carrier other than Verizon that is operating as a Local
Exchange Carrier in the territory in which Verizon operates as an fLEC in the
State of Idaho. FTCS is or shortly will become a CLEC.
Commission.
Idaho Public Utilities Commission.
CPNI (Customer Proprietary Network Information).
Shall have the meaning set forth in Section 222 of the Act, 47 U.C. 9 222.
Customer.
A third party residence or business end-user subscriber to Telephone Exchange
Services provided by either of the Parties.
EMI (Exchange Message 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 Cl1stomer billing information
account summary and tracking analysis. EM I format is contained in document
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2.20
2.23
2.29
SR-320 published by the Alliance for Telecom Industry Solutions.
Exchange Access.
Shall have the meaning set forth in the Act.
FCC.
The Federal Communications Commission.
FCC Regulations.
The unstayed , effective regulations promulgated by the FCC , as amended from
time to time, and the unstayed , effective orders of the FCC, as modified from
time to time.
ILEC (Incumbent Local Exchange Carrier).
Shall have the meaning stated in the Act.
Inside Wire or Inside Wiring.
All wire, cable, terminals, hardware, and other equipment or materials, on the
Customer s side of the Rate Demarcation Point.
Internet Traffic.
Any traffic that is transmitted to or returned from the Internet at any point during
the duration of the transmission.
InterLATA Service.
Shall have the meaning set forth in the Act.
IntraLATA.
Telecommunications that originate and terminate within the same LATA.
IXC (Interexchange Carrier).
A Telecommunications Carrier that provides, directly or indirectly, InterLATA or
IntraLATA Telephone Toll Services.
LATA (Local Access and Transport Area).
Shall have the meaning set forth in the Act.
LEC (Local Exchange Carrier).
Shall have the meaning set forth in the Act.
LERG (Local Exchange Routing Guide).
A Telcordia Technologies reference containing NPANXX routing and homing
information.
LlDB (Line Information Data Base).
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Line Information databases which provide, among other things, calling card
validation imctionality for telephone line number cards issued by Verizon and
other entities and validation data for collect and third number-billed calls (e.
data for billed number screening).
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.
(Intentionally Left Blank).
NANP (North American Numbering 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 (commonly referred to as the
area code), followed by a 3-digit NXX code and 4 digit line number.
NPA (Numbering 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.
NXX, NXX Code, Central Office Code or CO Code.
The three-digit switch entity indicator (Le. the first three digits of a seven-digit
telephone number).
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 Servi ces for a stated period or minimum period of time).
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.
Providing Party.
A Party offering or providing a Service to the other Party under this Agreement.
Purchasing Party.
A Party requesting or receiving a Service from the other Party under this
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2.40
2.41
2.42
2.43
2.44
2.45
2.46
2.47
2.48
Agreement.
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 Center Area 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.
Retail Prices.
The prices at which a Service is provided by Verizon at retail to subscribers who
are not Telecommunications Carriers.
Service.
Any Interconnection arrangement, Network Element, Telecommunications
Service, Collocation arrangement, or other service, facility or arrangement,
offered by a Party under this Agreement.
Subsidiary.
A corporation or other person that is controlled by a Party.
Tariff.
2.43.Any applicable Federal or state tariff of a Party, as amended from
time-to-time; or
2.43.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 (SGA T) which has been approved or is pending approval by the
Commission pursuant to Section 252(f) of the Act.
Telcordia Technologies.
Telcordia Technologies, Inc., formerly known as Bell Communications Research
Inc. (Bellcore)..
Telecommunications Carrier.
Shall have the meaning set forth in the Act.
Telecommunications Services.
Shall have the meaning set forth in the Act.
Telephone Exchange Service.
Shall have the meaning set forth in the Act.
Third Party Claim.
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2.49
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.
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.
Wire Center.
A building or portion thereof which serves as the premises for one or more
Central Office Switches and related facilities.
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ADDITIONAL SERVICES ATTACHMENT
Alternate Billed Calls
The Parties will engage in settlements of intraLA T A intrastate alternate-billed
calls ~, collect, calling card, and third-party billed calls) originated or
authorized by their respective Customers in accordance with an arrangement
mutually agreed to by the Parties.
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.
Directory Assistance (DA) and Operator Services (OS)
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.
(This Section Intentionally Left Blank).
Directory Listing and Directory Distribution
To the extent required by Applicable Law, Verizon will provide directory services to
FTCS. Such services will be provided in accordance with the terms set forth herein.
Listing Information.
As used herein
, "
Listing Information" means a FTCS Customer s primary name,
address (including city, state and zip code), telephone number(s), the delivery
address and number of directories to be delivered, 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 necessary for the
publication and delivery of directories.
Listing Information Supply.
FTCS shall provide to Verizon on a regularly scheduled basis, at no charge , and
in a format required by Verizon or by a mutually agreed upon industry standard
(e., Ordering and Billing Forum developed), all Listing Information and the
service address for each FTCS Customer whose service address location falls
within the geographic area covered by the relevant Verizon directory. FTCS shall
also provide to Verizon on a daily basis: (a) information showing FTCS
Customers who have disconnected or terminated their service with FTCS; and
(b) delivery information for each non-listed or non-published FTCS Customer to
enable Verizon to perform its directory distribution responsibilities. Verizon shall
promptly provide to FTCS , (normally within forty-eight (48) hours of receipt by
Verizon , excluding non-business days), a query on any listing that is not
acceptable.
Listing Inclusion and Distribution.
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Verizon shall include each FTCS 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 FTCS 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 FTCS's Customers shall be interfiled with listings of
Verizon s Customers and the Customers of other LECs included in the Verizon
directories. FTCS shall pay Verizon s Tariffed charges for additional, foreign and
other listings products (as documented in local Tariff) for FTCS's Customers.
4.4 Verizon Information.
Upon request by FTCS, Verizon shall make available to FTCS the following
information to the extent that Verizon provides such information to 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 FTCS, on Verizon s Wholesale website (or, at Verizon s option , in
writing) Verizon s directory listings standards and specifications.
Confidentiality of Listing Information.
Verizon shall accord FTCS Listing Information the 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
FTCS Listing Information for directory publishing, direct marketing, or any other
purpose for which Verizon uses or licenses its own listing information , so long as
FTCS Customers are not separately identified as such; and provided further that
FTCS may identify those 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 FTCS for Verizon s use or licensing of FTCS Listing Information.
Accuracy.
Both Parties shall use commercially reasonable efforts to ensure the accurate
publication of FTCS Customer listings. At FTCS's request, Verizon shall provide
FTCS with a report of all FTCS Customer listings in a reasonable timeframe prior
to the service order close date for the applicable directory. Verizon shall process
any corrections made by FTCS with respect to its listings, provided such
corrections are received prior to the close date of the particular directory.
Indemnification.
FTCS shall adhere to all practices, standards, and ethical requirements
established by Verizon with regard to listings. By providing Verizon with Listing
Information, FTCS warrants to Verizon that FTCS has the right to provide such
Listing Information to Verizon on behalf of its Customers. FTCS shall make
commercially reasonable efforts to ensure that any 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. FTCS agrees to release, defend, hold
harmless and indemnify Verizon from and against any and all claims, losses,
damages, suits, or other actions, or any liability whatsoever, suffered, made,
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instituted, or asserted by any person arising out of Verizon s publication or
dissemination of the Listing Information as provided by FTCS hereunder.
Liability.
Verizon s liability to FTCS in the event of a Verizon error in or omission of a
FTCS Customer listing shall not exceed the amount actually paid by FTCS to
Verizon for such listing. FTCS 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 FTCS'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 between Verizon and its own Customers as set forth in
Verizon s applicable Tariffs.
Service Information Pages.
Verizon shall include all FTCS 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. FTCS's NXX codes shall appear in such lists in the
same manner as Verizon s NXX information. In addition, when FTCS is
authorized to, and is offering, local service to Customers located within the
geographic area covered by a specific directory, at FTCS's request, Verizon shall
include, at no charge, in the "Customer Guide" or comparable section of the
applicable alphabetical directories, FTCS's critical contact information for FTCS'
installation, repair and Customer service, as provided by FTCS. Such critical
contact information shall appear alphabetically by local exchange carrier and in
accordance with Verizon s generally applicable policies. FTCS shall be
responsible for providing the necessary information to Verizon by the applicable
close date for each affected directory.
Directory Publication.
Nothing in this Agreement shall require Verizon to publish a directory where it
would not otherwise do so.
Other Directory Services.
FTCS acknowledges that if FTCS desires directory services in addition to those
described herein, such additional services must be obtained under separate
agreement with Verizon s directory publishing company.
Voice Information Service Traffic
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 intra LATA switched voice traffic, delivered to a Voice Information Service.
Voice Information Service Traffic does not include any form of Internet Traffic.
Voice Information Service 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.
If a FTCS Customer is served by resold Verizon dial tone line
Telecommunications Service, to the extent reasonably feasible, Verizon will route
Voice Information Service Traffic originating from such Service to the appropriate
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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, FTCS shall pay to Verizon without discount any
Voice Information Service provider charges billed by Verizon to FTCS. FTCS
shall pay Verizon such charges in full regardless of whether or not FTCS collects
such charges from its Customer.
If a FTCS Customer is served by FTCS 's Network, FTCS 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 FTCS exercises such option, FTCS 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 FTCS to route Voice Information Service
Traffic originated on its network to Verizon. For such Voice Information Service
Traffic, unless FTCS has entered into a written agreement with Verizon under
which FTCS will collect from FTCS's Customer and remit to Verizon the Voice
Information Service provider s charges, FTCS shall pay to Verizon without
discount any Voice Information Service provider charges billed by Verizon to
FTCS. FTCS shall pay Verizon such Voice Information Service providers
charges in full regardless of whether or not FTCS collects such charges from its
own Customer.
Intercept and Referral Announcements
When a Customer changes its service provider from Verizon to FTCS , or from
FTCS to Verizon, and does not retain its original telephone number, the Party
formerly providing service to such Customer shall provide a referral
announcement ("Referral Announcement") on the abandoned telephone number
which provides the 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 requests that no Referral Announcement be provided.
Referral Announcements shall be provided as stated in an applicable Verizon
Tariff or as required by Applicable Law. Except as otherwise provided for 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.
This referral announcement will be provided by each Party at no charge to the
other Party; provided that the Party formerly providing service may bill the
Customer its standard Tariff charge, if any, for the referral announcement.
Originating Line Number Screening (OLNS)
Upon FTCS's request, Verizon will update its database used to provide originating line
number screening (the database of information which indicates to an operator the
acceptable billing methods for calls originating from the calling number (e., penal
institutions, COCOTS).
Operations Support Systems (OSS) Services
Definitions.
The terms listed below shall have the meanings stated below:
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1.2
1.4
1.5
Verizon Operations Support Svstems: Verizon systems for pre-
ordering, ordering, provisioning, maintenance and repair, and billing.
Verizon ass Services:Access to Verizon Operations Support
Systems functions. The term "Verizon ass Services" includes, but is
not limited to: (a) Verizon s provision of FTCS Usage Information to
FTCS pursuant to Section 8.3 of this Attachment; and, (b) "Verizon
ass Information , as defined in Section 8.1.4 of this Attachment.
Verizon ass Facilities: Any gateways, interfaces, databases,
facilities, equipment, software, or systems, used by Verizon to provide
Verizon ass Services to FTCS.
Verizon ass Information:Any information accessed by, or disclosed
or provided to, FTCS through or as a part of Verizon ass Services.
The term "Verizon ass Information" includes, but is not limited to: (a)
any Customer Information related to a Verizon Customer or a FTCS
Customer accessed by, or disclosed or provided to, FTCS through or
as a part of Verizon ass Services; and, (b) any FTCS Usage
Information (as defined in Section 8.6 of this Attachment) accessed
by, or disclosed or provided to, FTCS.
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 Exchange Access
service (as defined in Section 3(16) of the Act, 47 U.C. S 153(16))
provided by Verizon.
FTCS Usaae Information:For a Verizon Retail Telecommunications
Service purchased by FTCS pursuant to the Resale Attachment, the
usage information that Verizon would record if Verizon was furnishing
such Verizon Retail Telecommunications Service to a Verizon end-
user retail Customer.
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.
Verizon ass Services.
8.2.
Upon request by FTCS, Verizon shall provide to FTCS, Verizon ass
Services. Such Verizon ass Services will be provided in accordance
with , but only to the extent required by, Applicable Law.
Subject to the requirements of Applicable Law, Verizon Operations
Support Systems, Verizon Operations Support Systems functions
Verizon ass Facilities, Verizon ass Information , and the Verizonass 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 ass
Facilities, Verizon ass Information, and the Verizon ass Services
from time-to-time, without the consent of FTCS.
To the extent required by Applicable Law, in providing Verizon ass
Services to FTCS , Verizon will comply with Verizon s applicable ass
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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 ass
Services. Verizon s ass Change Management Guidelines will be set
out on a Verizon website.
FTCS Usage Information.
3.4
Upon request by FTCS, Verizon shall provide to FTCS FTCS Usage
Information. Such FTCS Usage Information will be provided in
accordance with , but only to the extent required by, Applicable Law.
FTCS Usage Information will be available to FTCS through the
following:
Daily Usage File on Data Tape.
Daily Usage File through Network Data Mover (NOM).
FTCS Usage Information will be provided in an Alliance for
Telecommunications Industry Solutions EMI format.
Daily Usage File Data Tapes provided pursuant to Section 8.1 of
this Attachment will be issued each Business Day.
Except as stated in this Section 8.3, subject to the requirements of
Applicable Law, the manner in which, and the frequency with which
FTCS Usage Information will be provided to FTCS shall be determined
by Verizon.
8.4.
Access to and Use of Verizon ass Facilities.8.4
8.4.
8.4.
8.4.4
8.4.
Verizon ass Facilities may be accessed and used by FTCS only to
the extent necessary for FTCS's access to and use of Verizon ass
Services pursuant to this Agreement.
Verizon ass Facilities may be accessed and used by FTCS only to
provide Telecommunications Services to FTCS Customers.
FTCS shall restrict access to and use of Verizon ass Facilities to
FTCS. This Section 8 does not grant to FTCS any right or license to
grant sublicenses to other persons, or permission to other persons
(except FTCS's employees, agents and contractors, in accordance
with Section 8.4.7 of this Attachment ), to access or use Verizon ass
Facilities.
FTCS shall not (a) alter, modify or damage the Verizon ass Facilities
(including, but not limited to, Verizon software), (b) copy, remove,
derive, reverse engineer, or decompile, software from the Verizon
ass Facilities, or (c) obtain access through Verizon ass Facilities to
Verizon databases, facilities, equipment, software, or systems, which
are not offered for FTCS's use under this Section 8.
FTCS shall comply with all practices and procedures established by
Verizon for access to and use of Verizon ass Facilities (including, but
not limited to, Verizon practices and procedures with regard to security
and use of access and user identification codes).
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8.4.
8.4.
All practices and procedures for access to and use of Verizon ass
Facilities, and all access and .user identification codes for Verizon ass
Facilities: (a) shall remain the property of Verizon; (b) shall be used by
FTCS only in connection with FTCS's use of Verizon ass Facilities
permitted by this Section 8; (c) shall be treated by FTCS as
Confidential Information of Verizon pursuant to Section 10 of the
General Terms and Conditions; and , (d) shall be destroyed or returned
by FTCS to Verizon upon the earlier of request by Verizon or the
expiration or termination of this Agreement.
FTCS's employees, agents and contractors may access and use
Verizon ass Facilities only to the extent necessary for FTCS's access
to and use of the Verizon ass Facilities permitted by this Agreement.
Any access to or use of Verizon ass Facilities by FTCS'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 8.2 of this Attachment.
Verizon ass Information.
Subject to the provisions of this Section 8, in accordance with , but only
to the extent required by, Applicable Law, Verizon grants to FTCS a
non-exclusive license to use Verizon ass Information.
All Verizon ass Information shall at all times remain the property of
Verizon. Except as expressly stated in this Section 8, FTCS shall
acquire no rights in or to any Verizon ass Information.
The provisions of this Section 8.3 shall apply to all Verizon ass
Information, except (a) FTCS Usage Information, (b) CPNI of FTCS
and (c) CPNI of a Verizon Customer or a FTCS Customer, to the
extent the Customer has authorized FTCS to use the CPNI.
Verizon ass Information may be accessed and used by
FTCS only to provide Telecommunications Services to
FTCS Customers.
FTCS shall treat Verizon ass Information that is
designated by Verizon, through written or electronic notice
(including, but not limited to, through the Verizon ass
Services), as "Confidential" or "Proprietary" as Confidential
Information of Verizon pursuant to Section 10 of the
General Terms and Conditions.
Except as expressly stated in this Section 8, this Agreement
does not grant to FTCS any right or license to grant
sublicenses to other persons, or permission to other
persons (except FTCS's employees, agents or contractors,
in accordance with Section 8.4 of this Attachment), to
access, use or disclose Verizon ass Information.
3.4 FTCS's employees, agents and contractors may access,
use and disclose Verizon ass Information only to the
extent necessary for FTCS's access to, and use and
disclosure of, Verizon ass Information permitted by this
Section 8. Any access to, or use or disclosure of, Verizonass Information by FTCS's employees, agents or
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5.4
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 8.2 of this
Attachment.
FTCS's license to use Verizon ass Information shall expire
upon the earliest of: (a) the time when the Verizon ass
Information is no longer needed by FTCS to provide
Telecommunications Services to FTCS Customers; (b)
termination of the license in accordance with this Section 8;
or (c) expiration or termination of this Agreement.
All Verizon ass Information received by FTCS shall be
destroyed or returned by FTCS to Verizon, upon expiration
suspension or termination of the license to use such
Verizon ass Information.
Unless sooner terminated or suspended in accordance with this
Agreement or this Section 8 (including, but not limited to, Section 2.
of the General Terms and Conditions and Section 8.1 of this
Attachment), FTCS's access to Verizon ass Information through
Verizon ass Services shall terminate upon the expiration or
termination of this Agreement.
Audits.
Verizon shall have the right (but not the obligation) to audit
FTCS to ascertain whether FTCS is complying with the
requirements of Applicable Law and this Agreement with
regard to FTCS's access to, and use and disclosure of
Verizon ass Information.
Without in any way limiting any other rights Verizon may
have under this Agreement or Applicable Law, Verizon shall
have the right (but not the obligation) to monitor FTCS'
access to and use of Verizon ass Information which is
made available by Verizon to FTCS pursuant to this
Agreement, to ascertain whether FTCS is complying with
the requirements of Applicable Law and this Agreement,
with regard to FTCS's access to, and use and disclosure of,
such Verizon ass Information. The foregoing right shall
include, but not be limited to, the right (but not the
obligation) to electronically monitor FTCS's access to and
use of Verizon ass Information which is made available by
Verizon to FTCS through Verizon ass Facilities.
Information obtained by Verizon pursuant to this Section
5 shall be treated by Verizon as Confidential Information
of FTCS pursuant to Section 10 of the General Terms and
Conditions; provided that, Verizon shall have the right (but
not the obligation) to use and disclose information obtained
by Verizon pursuant to Section 8.5 of this Attachment to
enforce Verizon s rights under this Agreement or Applicable
Law.
FTCS acknowledges that the Verizon ass Information, by its nature
is updated and corrected on a continuous basis by Verizon , and
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therefore that Verizon ass Information is subject to change from time
to time.
Liabilities and Remedies.
Any breach by FTCS , or FTCS'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 FTCS or
an employee, agent or contractor of FTCS at 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 thereoffrom
Verizon, then , except as otherwise required by Applicable Law
Verizon shall have the right, upon notice to FTCS , to suspend the
license to use Verizon ass Information granted by Section 8.1 of
this Attachment and/or the provision of Verizon ass Services, in
whole or in part.
FTCS agrees that Verizon would be irreparably injured by a breach of
Sections 8.4 or 8.5 of this Attachment by FTCS or the employees,
agents or contractors of FTCS , 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 remedies for any such breach, but
shall be in addition to any other remedies available under this
Agreement or at law or in equity.
Relation to Applicable Law.
The provisions of Sections 8.4, 8.5 and 8.6 of this Attachment with regard to 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.C. S 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.
Cooperation.
FTCS, at FTCS's expense, shall reasonably cooperate with Verizon in using
Verizon ass Services. Such cooperation shall include, but not be limited to , the
following:
Upon request by Verizon , FTCS 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 ofass transaction that FTCS anticipates submitting in each week of the
next Calendar Quarter.
FTCS shall reasonably cooperate with Verizon in submitting orders for
Verizon Services and otherwise using the Verizon ass Services, in
order to avoid exceeding the capacity or capabilities of such Verizonass Services.
FTCS shall participate in cooperative testing of Verizon ass Services
and shall provide assistance to Verizon in identifying and correcting
mistakes, omissions, interruptions, delays, errors, defects, faults
failures, or other deficiencies, in Verizon ass Services.
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Verizon Access to Information Related to FTCS Customers.
Verizon shall have the right to access, use and disclose information
related to FTCS Customers that is in Verizon s possession (including,
but not limited to , in Verizon ass Facilities) to the extent such access
use and/or disclosure has been authorized by the FTCS Customer in
the manner required by Applicable Law.
Upon request by Verizon , FTCS shall negotiate in good faith and enter
into a contract with Verizon, pursuant to which Verizon may obtain
access to FTCS's operations support systems (including, systems for
pre-ordering, ordering, prm,;sioning, maintenance and repair, and
billing) and information contained in such systems, to permit Verizon to
obtain information related toFTCS Customers (as authorized by the
applicable FTCS Customer), to permit Customers to transfer service
from one Telecommunications Carrier to another, and for such other
purposes as may be permitted by Applicable Law.
10.
Verizon Pre-aSS Services.
10.
10.
10.4
As used in this Section 8
, "
Verizon Pre-aSS Service" means a service
which allows the performance of an activity which is comparable to an
activity to be performed through a Verizon ass Service and which
Verizon offers to provide to FTCS prior to, or in lieu of, Verizon
provision of the Verizon ass Service to FTCS. The term "Verizon
Pre-aSS Service" includes, but is not limited to, the activity of placing
orders for Verizon Services through a telephone facsimile
communication.
Subject to the requirements of Applicable Law, the Verizon Pre-aSS
Services that will be offered by Verizon shall be as determined by
Verizon and Verizon shall have the right to change Verizon Pre-aSS
Services, from time-to-time, without the consent of FTCS.
Subject to the requirements of Applicable Law, the charges for Verizon
Pre-aSS Services shall be determined by Verizon and shall be subject
to change by Verizon from time to time.
The provisions of Sections 8.4 through 8.8 of this Attachment shall
also apply to Verizon Pre-aSS Services. For the purposes of this
Section 8.10: (a) references in Sections 8.4 through 8.8 of this
Attachment to Verizon ass Services shall be deemed to include
Verizon Pre-aSS Services; and, (b) references in Sections 8.4 through
8 of this Attachment to Verizon ass Information shall be deemed to
include information made available to FTCS through Verizon Pre-aSS
Services.
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.
Poles, Ducts , Conduits and Rights-of-Way
(This section intentionally left blank).
(This section intentionally left blank).
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12.
10.Telephone Numbers
10.This Section 10 applies in connection with FTCS Customers served by
Telecommunications Services provided by Verizon to FTCS for resale.
10.FTCS'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.Subject to Sections 10.2 and 10.4 of this Attachment, if a Customer of either
Verizon or FTCS who is served by a Verizon Telecommunications Service
("VTS") changes the LEC that serves the Customer using such VTS (including a
change from Verizon to FTCS , from FTCS to Verizon, or from FTCS 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 forthe use of
such Customer by Verizon immediately prior to the change.
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 FTCS for resale, the type or class of service
subscribed to by the Customer changes.
10.4
10.If service on a VTS provided by Verizon to FTCS under this Agreement is
terminated and the telephone numbers associated with such VlS have not been
ported to a FTCS switch, the telephone numbers shall be available for
reassignment by Verizon to any person to whom Verizon elects to assign the
telephone numbers, including, but not limited to, Verizon, Verizon Customers,
FTCS, or Telecommunications Carriers other than Verizon and FTCS.
10.FTCS 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 FTCS for resale
pursuant to the Resale Attachment, upon request by FTCS , Verizon will establish an
arrangement that will permit FTCS to route the FTCS Customer s calls for operator and
directory assistance services to a provider of operator and directory assistance services
selected by FTCS. Verizon will provide this routing arrangement in accordance with, but
only to the extent required by, Applicable Law. Verizon will provide this routing
arrangement pursuant to an appropriate written request submitted by FTCS and a
mutually agreed-upon schedule. This routing arrangement will be implemented at
FTCS's expense, with charges determined on an individual case basis. In addition to
charges for initially establishing the routing arrangement, FTCS will be responsible for
ongoing monthly and/or usage charges for the routing arrangement. FTCS shall arrange
at its own expense, the trunking and other facilities required to transport traffic to FTCS'
selected provider of operator and directory assistance services.
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 offered under this Attachment, Verizon reserves
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the right to negotiate in good faith with FTCS reasonable terms and conditions (including,
without limitation , rates and implementation timeframes) for such Service; 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.
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General
RESALE ATTACHMENT
Verizon shall provide to FTCS , in accordance with this Agreement (including, but not
limited to, Verizon s applicable Tariffs) and the requirements of Applicable Law, Verizon
Telecommunications Services for resale by FTCS; provided , that notwithstanding any
other provision of this Agreement, Verizon shall be obligated to provide
Telecommunications Services to FTCS only to the extent required by Applicable Law and
may decline to provide a Telecommunications Service to FTCS to the extent that
provision of such Telecommunications Service is not required by Applicable Law.
Use of Verizon Telecommunications Services
Verizon Telecommunications Services may be purchased by FTCS under this
Resale Attachment only for the purpose of resale by FTCS as a
Telecommunications Carrier. Verizon Telecommunications Services to be
purchased by FTCS for other purposes (including, but not limited to , FTCS's own
use) must be purchased by FTCS pursuant to other applicable Attachments to
this Agreement (if any), or separate written agreements , including, but not limited
, applicable Verizon Tariffs.
FTCS shall not resell:
2.4
Residential service to persons not eligible to subscribe to such service
from Verizon (including, but not limited to, business or other
nonresidential Customers);
Lifeline, Link Up America, or other means-tested service offerings, to
persons not eligible to subscribe to such service offerings from
Verizon;
Grandfathered or discontinued service offerings to persons not eligible
to subscribe to such service offerings from Verizon; or
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.
In addition to any other actions taken by FTCS to comply with this
Section 2., FTCS shall take those actions required by Applicable Law
to determine the eligibility of FTCS Customers 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. FTCS shall indemnify Verizon
from any Claims resulting from FTCS's failure to take such actions
required by Applicable Law.
Verizon may perform audits to confirm FTCS'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.
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FTCS shall be subject to the same limitations that Verizon s Customers are
subject to with respect to any Telecommunications Service that 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 grandfathered Telecommunications 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 FTCS 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, agreeing to purchase
purchasing, or using Verizon Telecommunications Services.
In accordance with 47 CFR S 51.617(b), Verizon shall be entitled to all charges
for Verizon Exchange Access services used by interexchange carriers to provide
service to FTCS Custom ers.
Availability of Verizon Telecommunications Services
Verizon will provide a Verizon Telecommunications Service to FTCS for 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.
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 FTCS.
To the extent required by Applicable Law, the Verizon Telecommunications
Services to be provided to FTCS 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 FTCS.
Responsibility for Charges
FTCS shall be responsible for and pay to Verizon all charges for any
Telecommunications Services provided by Verizon or provided by persons other
than Verizon and billed for by Verizon , that are ordered, activated or used by
FTCS, FTCS Customers or any other persons, through, by means of, or in
association with, Telecommunications Services provided by Verizon to FTCS
pursuant to this Resale Attachment.
Upon request by FTCS, Verizon will provide for use on resold Verizon retail
Telecommunications Service dial tone lines purchased by FTCS such Verizon
retail Telecommunications Service call blocking and call screening services as
Verizon provides to its own end user retail Customers, where and to the extent
Verizon provides such Verizon retail Telecommunications Service call blocking
services to Verizon s own end user retail Customers. FTCS understands and
agrees that certain of Verizon s call blocking and call screening services are not
guaranteed to block or screen all calls and that notwithstanding FTCS's purchase
of such blocking or screening services, FTCS's end user Customers or other
persons ordering, activating or using Telecommunications Services on the resold
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dial tone lines may complete or accept calls which FTCS intended to block.
Notwithstanding the foregoing, FTCS shall be responsible for and shall pay
Verizon all charges for Telecommunications Services provided by Verizon or
provided by persons other than Verizon and billed for by Verizon in accordance
with the terms of Section 4.1 above.
Operations Matters
Facilities.
Branding.
Rates and Charges
The rates and charges for Verizon Telecommunication Services purchased by FTCS for
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.
Verizon shall have access at all reasonable times to FTCS Customer
locations for the purpose of installing, inspecting, maintaining,
repairing, and removing, facilities, equipment, software, and wiring
used to provide the Verizon Telecommunications Services. FTCS
shall, at FTCS's expense, obtain any rights and authorizations
necessary for such access.
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 FTCS
or FTCS Customers for use with Verizon Telecommunications
Services.
Except as stated in Section 5.2 of this Attachment, in providing
Verizon Telecommunications Services to FTCS, 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
Ser'vi ces are identified with Verizon s Marks when they are provided to
Verizon s Customers. Any such identification of Verizon
Telecommunications Services shall not constitute the grant of a
license or other right to FTCS to use Verizon s Marks.
To the extent required by Applicable Law, upon request by FTCS and
at prices, terms and conditions to be negotiated by FTCS and Verizon,
Verizon shall provide Verizon Telecommunications Services for resale
that are identified by FTCS's trade name, or that are not identified by
trade name , trademark or service mark.
If Verizon uses a third-party contractor to provide Verizon operator
services or Verizon directory assistance, FTCS will be responsible for
entering into a direct contractual arrangement with the third-party
contractor at FTCS's expense (a) to obtain identification of Verizon
operator services or Verizon directory assistance purchased by FTCS
for resale with FTCS's trade name, or (b) to obtain removal of Verizon
Marks from Verizon operator services or Verizon directory assistance
purchased by FTCS for resale.
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resale pursuant to this Attachment shall be as provided in this Attachment and the Pricing
Attachment.
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 offered under this Attachment, Verizon reserves
the right to negotiate in good faith with FTCS reasonable terms and conditions (including,
without limitation, rates and implementation timeframes) for such Service; 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.
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PRICING A TT ACHMENT
General
As used in this Attachment, the term "Charges" means the rates, fees, charges
and prices for a Service.
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.
The Charges for 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 pursuant to 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 FTCS in writing of such Charge in
accordance with, and subject to, the notices provisions of this Agreement and
thereafter shall bill FTCS , and FTCS 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 FTCS 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 FTCS and thereafter.
The Charges stated in Appendix A 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
, 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.
In the absence of Charges for a Service established pursuant to Sections 1.
through 1.5 of this Attachment, if Charges for a Service are otherwise expressly
provided for in this Agreement, such Charges shall apply.
In the absence of Charges for a Service established pursuant to Sections 1.
through 1.6 of this Attachment, the Charges for the Service shall be the Providing
Party's FCC or Commission approved Charges.
1.7
In the absence of Charges for a Service established pursuant to Sections 1.
through 1.7 of this Attachment, the Charges for the Service shall be mutually
agreed to by the Parties in writing.
Verizon Telecommunications Services Provided to FTCS for Resale Pursuant to
the Resale Attachment
Verizon Telecommunications Services for which Verizon is Required to Provide a
Wholesale Discount Pursuant to Section 251(c)(4) of the Act.
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1.3
1.4
The Charges for a Verizon Telecommunications Service purchased by
FTCS for 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 Appen dix A for Verizon
Telecommunications Services purchased for resale pursuant to
Section 251(c)(4) of the Act.
The Charges for a Verizon Telecommunications Service Customer
Specific Arrangement rCSA") purchased by FTCS for resale pursuant
to 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 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 discount stated in
Appendix A for Verizon Telecommunications Services purchased for
resale pursuant to Section 251 (c)(4) of the Act. Notwithstanding the
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 FTCS for resale pursuant to
Section 251(c)(4) of the Act.
Notwithstanding Sections 2.1 and 2.2 of this Attachment, in
accordance with, and to the extent permitted by Applicable 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 FTCS for resale pursuant to
Section 251(c)(4) of the Act.
The wholesale discount stated in Appendix 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.
The wholesale discount provided for in Sections 2.1 through 2.3 of
this Attachment shall not be applied to:
Short term promotions as defined in 47 CFR 9 51.613;
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Except as otherwise provided by Applicable Law, Exchange
Access services;
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).
5.4 Any other service or Charge that the Commission, the FCC,
or other governmental entity of appropriate jurisdiction
determines is not subject to a wholesale discount under
Section 251 (c)(4) of the Act.
Verizon Telecommunications Services for which Verizon is Not Required to
Provide a Wholesale Discount Pursuant to Section 251 (c)(4) of the Act.
The Charges for a Verizon Telecommunications Service for 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
Tariffs for such Verizon Telecommunications Service (or, if there are
no Verizon Tariff Charges for such Service, Verizon s Charges for the
Service that are generally offered by Verizon).
The Charges for a Verizon Telecommunications Service customer
specific contract service arrangement ("CSA") purchased by FTCS
pursuant to Section 3.3 of the Resale Attachment 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).
Other Charges.
FTCS shall 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 FTCS.
FTCS Prices
Notwithstanding any other provision of this Agreement, the Charges that FTCS bills
Verizon for FTCS's Services shall not exceed the Charges for Verizon s comparable
Services, except to the extent that FTCS's cost to provide such FTCS's Services to
Verizon exceeds the Charges for Verizon s comparable Services and FTCS has
demonstrated such cost to Verizon, or, at Verizon s request, to the Commission or the
FCC.
(This Section Intentionally Left Blank)
Regulatory Review 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 Charges for its
Services (including, but not limited to, a proceeding to change the Charges for its
services, whether provided for in any of its Tariffs, in Appendix A, or otherwise); and (b)
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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).
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IDAHO APPENDIX A TO THE PRICING ATTACHMENT
V1.
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
Customer Record Search Per Account
Ordering and Provisioning
Engineered Initial Service Order (ISO) - New Service
Engineered Initial Service Order - As Specified
Engineered Subsequent Service Order
Non-Engineered Initial Service Order - New Service
Non-Engineered Initial Service Order - Changeover
Non-Engineered Initial Service Order - As Specified
Non-Engineered Subsequent Service Order
Central Office Connect
Outside Facility Connect
Manual Ordering Charge
Product Specific
$273.
$ 11.
$311.
$123.
$ 59.
$ 42.
$ 21.
$ 82.
$ 19.
$ 12.
$ 68.
$ 12.
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
Non-Engineered
Coordinated Conversions:
ISO
Central Office Connection
Outside Facility Connection
Hot Coordinated Conversion First Hour:
ISO
Central Office Connection
Outside Facility Connection
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$ 35.48
$ 12.
$ 17.
$ 10.$ 9.
$ 30.
$ 42.
$ 38.
Hot Coordinated Conversion per Additional Quarter Hour:
ISO
Central Office Connection
Outside Facility Connection
6.40
$ 10.$ 9.
Application of NRCs
Pre-ordering:
CLEC Account Establishment is a one-time charge applied the first time that
FTCS orders any service from this Agreement.
Customer Record Search applies when FTCS 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
g. digital loops.
Non-Engineered Initial Service Order - New Service applies per LSR when no
engineering work activi ty is required to complete the order, e.g. analog loops.
Initial Service Order - As Specified (Engineered or Non-Engineered) applies only
to Complex Services for services migrating from Verizon to FTCS. 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 FTCS. 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 incremental field
work is required.
Manual Ordering Charge applies to orders that require Verizon to manually enter
FTCS's order into Verizon s Secure Integrated Gateway System (SIGS), e.
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 FTCS
requests service prior to the standard due date intervals.
Coordinated Conversion applies if FTCS requests notification and coordination of
service cut over prior to the service becoming effective.
Hot Coordinated Conversion First Hour applies if FTCS requests real-time
coordination of a service cut-over that takes one hour or less.
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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.
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