20161220Application.pdf

December 16, 2015
Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, ID 83720-0074
Dear Ms. Jewell:
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21 WestAve
Spencerport NY 14559
Phone [phone]
Email: [e-mail]
Attached for filing and approval are one original plus three copies of an Interconnection
Agreement between Onvoy Spectrum, LLC. And Frontier Communications Northwest, Inc.
Please call me at [phone] if you have any questions.
Enclosures
AGREEMENT
by and between
Onvoy Spectrum, LLC
and
Frontier Communications Northwest, Inc.
FOR THE STATE OF
Idaho
Onvoy ID Generic Wireless Agreement 110716.doc
TABLE OF CONTENTS
AGREEMENT ................................................................................................................................... 1
1. The Agreement ........................................................................................................... 1
2. Term and Termination ............................................................................................... 2
3. Glossary and Attachments ....................................................................................... 2
4. Applicable Law ........................................................................................................... 2
5. Assignment ................................................................................................................ 4
6. Assurance of Payment .............................................................................................. 4
7. Audits .......................................................................................................................... 5
8. Authorization .............................................................................................................. 5
9. Billing and Payment; Disputed Amounts ................................................................ 6
10. Confidentiality ............................................................................................................ 6
11 . Counterparts .............................................................................................................. 9
12. Default ......................................................................................................................... 9
13. Discontinuance of Service by Onvoy ...................................................................... 9
14. Dispute Resolution .................................................................................................... 9
15. Force Majeure .......................................................................................................... 10
16. Forecasts .................................................................................................................. 10
17. Fraud ......................................................................................................................... 10
18. Good Faith Performance ......................................................................................... 10
19. Headings ................................................................................................................... 11
20. Indemnification ........................................................................................................ 11
21. lnsurance .................................................................................................................. 12
22. Intellectual Property ................................................................................................ 14
23. Joint Work Product .................................................................................................. 14
24. Law Enforcement ..................................................................................................... 14
25. Liability ..................................................................................................................... 15
Onvoy ID Generic Wireless Agreement 110716.doc
26. Network Management. ............................................................................................. 16
27. Non-Exclusive Remedies ........................................................................................ 17
28. Notice of Network Changes .................................................................................... 17
29. Notices ...................................................................................................................... 17
30. Ordering and Maintenance ..................................................................................... 18
31. Performance Standards .......................................................................................... 18
32. Point of Contact for Onvoy Customers ................................................................. 19
33. Predecessor Agreements ....................................................................................... 19
34. Publicity and Use of Trademarks or Service Marks ............................................. 19
35. References ................................................................................................................ 20
36. Relationship of the Parties ..................................................................................... 20
37. Reservation of Rights .............................................................................................. 20
38. Subcontractors ........................................................................................................ 21
39. Successors and Assigns ........................................................................................ 21
40. Survival ..................................................................................................................... 21
41. Taxes ......................................................................................................................... 21
42. Technology Upgrades ............................................................................................. 24
43. Territory .................................................................................................................... 24
44. Third Party Beneficiaries ........................................................................................ 24
45. [This Section Intentionally Left Blank] .................................................................. 24
46. 252(i) Obligations ..................................................................................................... 24
47. Use of Service .......................................................................................................... 24
48. Waiver ....................................................................................................................... 25
49. Warranties ................................................................................................................ 25
50. Withdrawal of Services ........................................................................................... 25
SIGNATURE PAGE ....................................................................................................................... 26
GLOSSARY .................................................................................................................................... 27
1. General Rule ............................................................................................................. 27
Onvoy ID Generic Wireless Agreement 110716.doc
2. Definitions ................................................................................................................ 27
ADDITIONAL SERVICES ATTACHMENT .................................................................................... 39
1. [This Section Intentionally Left Blank] .................................................................. 39
2. Dialing Parity-Section 251(b)(3) ........................................................................... 39
3. Directory Assistance (DA) and Operator Services (OS) ...................................... 39
4. [This Section Intentionally Left Blank] .................................................................. 39
5. Voice Information Service Traffic .......................................................................... 39
6. [This Section Intentionally Left Blank] .................................................................. 39
7. [This Section Intentionally Left Blank] .................................................................. 39
8. [This Section Intentionally Left Blank] .................................................................. 40
9. Poles, Ducts, Conduits and Rights-of-Way ........................................................... 40
10. [This Section Intentionally Left Blank] .................................................................. 40
11. [This Section Intentionally Left Blank] .................................................................. 40
12. Good Faith Performance ......................................................................................... 40
TWO-WAY WIRELESS ATTACHMENT ........................................................................................ 41
1. General ...................................................................................................................... 41
2. Points of Interconnection and Trunk Types ......................................................... 41
3. [This Section Intentionally Left Blank] .................................................................. 45
4. Initiating Interconnection ........................................................................................ 45
5. Transmission and Routing of Telephone Exchange Service Traffic .................. 46
6. Trunking Measurement and Billing Over Interconnection Trunks ..................... 47
7. Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the
Act ............................................................................................................................. 48
8. Other Types of Traffic ............................................................................................. 50
9. Transmission and Routing of Exchange Access Traffic Pursuant to 251(c)(2)50
10. Meet-Point Billing (MPB) Arrangements ............................................................... 51
11. Toll Free Service Access Code (e.g., 800/888/877) Traffic .................................. 53
12. Tandem Transit Traffic ............................................................................................ 54
Onvoy ID Generic Wireless Agreement 110716.doc iii
13. Number Resources, Rate Centers Areas and Rating Points ............................... 56
14. Joint Network Implementation and Grooming Process; and Installation,
Maintenance, Testing and Repair .......................................................................... 56
15. Good Faith Performance ......................................................................................... 57
COLLOCATION ATTACHMENT ................................................................................................... 59
1. Frontier's Provision of Collocation ........................................................................ 59
911 WIRELESS ATTACHMENT .................................................................................................... 60
1. 911/E-911 Arrangements for CMRS Not Constituting Fixed Wireless Services60
2. ALI Database ............................................................................................................ 60
3. 911/E-911 Interconnection ...................................................................................... 61
4. 911 /E-911 General .................................................................................................... 62
5. Phase II Wireless Arrangements ............................................................................ 62
6. Good Faith Performance ......................................................................................... 63
PRICING ATTACHMENT ............................................................................................................... 64
1. General ...................................................................................................................... 64
2. [This Section Intentionally Left Blank] .................................................................. 64
3. Onvoy Prices ............................................................................................................ 64
4. [This Section Intentionally Left Blank] .................................................................. 65
5. Regulatory Review of Prices .................................................................................. 65
APPENDIX ATO THE PRICING ATTACHMENT ......................................................................... 66
Onvoy ID Generic Wireless Agreement 110716.doc iv
AGREEMENT
PREFACE
This Agreement ("Agreement") shall become effective upon Commission approval (the "Effective
Date"), between Onvoy Spectrum, LLC ("Onvoy"), a limited liability company organized under the
laws of the State of Colorado, with offices at 10300 61h Ave. N, Plymouth, MN 55441 and Frontier
Comm unications Northwest, Inc. ("Frontier"), a corporation organized under the laws of the State
of Washington with offices at 401 Merrit 7, Norwalk, CT 06851 (Frontier and Onvoy 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 Telecommunications Act of 1996, Frontier and Onvoy
hereby agree as follows:
1. The Agreement
1.1 This Agreement includes: (a) the Principal Document; (b) the Tariffs of each
Party applicable to the Services that are offered for sale by it in the Principal
Document (which Tariffs are incorporated into and made a part of this Agreement
by reference); and, (c) an Order by a Party that has been accepted by the other
Party.
1.2 Except as otherwise expressly provided in the Principal Document (including, but
not limited to, the Pricing Attachment), conflicts among provisions in the Principal
Document, Tariffs, and an Order by a Party that has been accepted by the other
Party, shall be resolved in accordance with the following order of precedence,
where the document identified in subsection "(a)" shall have the highest
precedence: (a) the Principal Document; (b) the Tariffs; and, (c) an Order by a
Party that has been accepted by the other Party. The fact that a provision
appears in the Principal Document but not in a Tariff, or in a Tariff but not in the
Principal Document, shall not be interpreted as, or deemed grounds for finding, a
conflict for the purposes of this Section 1.2.
1.3 This Agreement constitutes the entire agreement between the Parties on the
subject matter hereof, and supersedes any prior or contemporaneous
agreement, understanding, or representation, on the subject matter hereof,
provided, however, notwithstanding any other provision of this Agreement or
otherwise, this Agreement is an amendment, extension and restatement of the
Parties' prior interconnection and resale agreement(s), if any, and, as such, this
Agreement is not intended to be, nor shall it be construed to create, a 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, Frontier 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 Frontier and Onvoy.
Onvoy ID Generic Wireless Agreement 110716.doc
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
of, or notice to, the other Party.
2. Term and Termination
2.1 This Agreement shall be effective as of the Effective Date and, unless cancelled
or terminated earlier in accordance with the terms hereof, shall continue in effect
until November 20, 2017 (the "Initial Term"). Thereafter, this Agreement shall
continue in force and effect unless and until cancelled or terminated as provided
in this Agreement.
2.2 Either Onvoy or Frontier may terminate this Agreement effective upon the
expiration of the Initial Term or effective upon any date after expiration of the
Initial Term by providing written notice of termination at least ninety (90) days in
advance of the date of termination.
2.3 If either Onvoy or Frontier provides notice of termination pursuant to Section 2.2
and on or before the proposed date of termination either Onvoy or Frontier 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 Onvoy and Frontier; or, (b) the date one (1) year after the
proposed date of termination.
2.4 If either Onvoy or Frontier provides notice of termination pursuant to Section 2.2
and by 11 :59 PM Eastern Time on the proposed date of termination neither
Onvoy nor Frontier has requested negotiation of a new interconnection
agreement, (a) this Agreement will terminate at 11 :59 PM Eastern Time on the
proposed date of termination, and (b) the Services being provided under this
Agreement at the time of termination will be terminated, except to the extent that
the Purchasing Party has requested that such Services continue to be provided
pursuant to an applicable Tariff or Statement of Generally Available Terms
(SGAT).
3. Glossary and Attachments
The Glossary and the following Attachments are a part of this Agreement:
Additional Services Attachment
Two-Way Wireless Attachment
Wireless -911 Attachment
Pricing Attachment
4. Applicable Law
4.1 The construction, interpretation and performance of this Agreement shall be
governed by (a) the laws of the United States of America and (b) the laws of the
State of Idaho, without regard to its conflicts of laws rules. All disputes relating to
this Agreement shall be resolved through the application of such laws.
4.2 Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement.
Onvoy ID Generic Wireless Agreement 110716.doc 2
4.3 Neither Party shall be liable for any delay or failure in performance by it that
results from requirements of Applicable Law, or acts or failures to act of any
governmental entity or official.
4.4 Each Party shall promptly notify the other Party in writing of any governmental
action that limits, suspends, cancels, withdraws, or otherwise materially affects,
the notifying Party's ability to perform its obligations under this Agreement.
4.5 If any provision of this Agreement shall be invalid or unenforceable under
Applicable Law, such invalidity or unenforceability shall not 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.
4.6 If any legislative, regulatory, judicial or other governmental decision, order,
determination or action, or any change in Applicable Law, materially affects any
material provision of this Agreement, the rights or obligations of a Party
hereunder, or the ability of a Party to perform any material provision of this
Agreement, the Parties shall promptly renegotiate in good faith and amend in
writing this Agreement in order to make such mutually acceptable 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.
4.6.1 Notwithstanding Section 4.6 above, to the extent Frontier is required
by a change in Applicable Law to provide to Onvoy a Service that is
not offered under this Agreement to Onvoy, the terms, conditions and
prices for such Service (including, but not limited to, the terms and
conditions defining the Service and stating when and where the
Service will be available and how it will be used, and terms, conditions
and prices for pre-ordering, ordering, provisioning, repair, maintenance
and billing) shall be as provided in an applicable Frontier Tariff, or, in
the absence of an applicable Frontier Tariff, as mutually agreed by the
Parties in a written amendment to the Agreement that, upon the
request of either Party, the Parties shall negotiate in accordance with
the requirements of Section 252 of the Act. In no event shall Frontier
be required to provide any such Service in the absence of such a
Frontier Tariff or amendment.
4.7 Notwithstanding anything in this Agreement to the contrary, if, as a result of any
legislative, judicial, regulatory or other governmental decision, order,
determination or action, or any change in Applicable Law, Frontier is not required
by Applicable Law to provide any Service, payment or benefit, otherwise required
to be provided to Onvoy hereunder, then Frontier may discontinue the provision
of any such Service, payment or benefit, and Onvoy shall reimburse Frontier for
any payment previously made by Frontier to Onvoy that was not required by
Onvoy ID Generic Wireless Agreement 110716.doc 3
Applicable Law. Frontier will provide thirty (30) days prior written notice to Onvoy
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.
5. Assignment
Neither Party may assign this Agreement or any right or interest under this Agreement,
nor delegate any obligation under this Agreement, without the prior written consent of the
other Party, which consent shall not be unreasonably withheld, conditioned or delayed,
except that either Party may assign all of its rights, and delegate its obligations, liabilities
and duties under this Agreement, either in whole or in part, to any entity that is an Affiliate
of that Party without consent, but with written notification, provided that such Affiliate is a
telecommunications carrier. Any attempted assignment or delegation in violation of this
Section 5 shall be void and ineffective and constitute default of this Agreement.
6. Assurance of Payment
6.1 Upon request by Frontier, Onvoy shall, at any time and from time to time, provide
to Frontier adequate assurance of payment of amounts due (or to become due)
to Frontier hereunder.
6.2 Assurance of payment of charges may be requested by Frontier if Onvoy (a) prior
to the Effective Date, has failed to timely pay a bill rendered to Onvoy by Frontier
or its Affiliates, (b) on or after the Effective Date, fails to timely pay a bill rendered
to Onvoy by Frontier or its Affiliates, (c) in Frontier'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.
6.3 Unless otherwise agreed by the Parties, the assurance of payment shall consist
of an unconditional, irrevocable standby letter of credit naming Frontier as the
beneficiary thereof and otherwise in form and substance satisfactory to Frontier
from a financial institution acceptable to Frontier. 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
Frontier, for the Services to be provided by Frontier to Onvoy in connection with
this Agreement. If Onvoy meets the condition in subsection 6.2(d) above or has
failed to timely pay two or more bills rendered by Frontier or a Frontier Affiliate in
any twelve (12)-month period, Frontier may, at its option, demand (and Onvoy
shall provide) additional assurance of payment, consisting of monthly advanced
payments of estimated charges as reasonably determined by Frontier, with
appropriate true-up against actual billed charges no more frequently than once
per Calendar Quarter.
6.4 [Intentionally Left Blank].
6.5 [Intentionally Left Blank].
6.6 Frontier may (but is not obligated to) draw on the letter of credit upon notice to
Onvoy in respect of any amounts to be paid by Onvoy hereunder that are not
Onvoy ID Generic Wireless Agreement 110716.doc 4
paid within thirty (30) days of the date that payment of such amounts is required
by this Agreement.
6.7 If Frontier draws on the letter of credit, upon request by Frontier, Onvoy shall
provide a replacement or supplemental letter of credit conforming to the
requirements of Section 6.3.
6.8 Notwithstanding anything else set forth in this Agreement, if Frontier makes a
request for assurance of payment in accordance with the terms of this Section,
then Frontier shall have no obligation thereafter to perform under this Agreement
until such time as Onvoy has provided Frontier with such assurance of payment.
6.9 The fact that a letter of credit is requested by Frontier hereunder shall in no way
relieve Onvoy 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.
7. Audits
7.1 Except as may be otherwise specifically provided in this Agreement, either Party
("Auditing Party") may audit the other Party's ("Audited Party") books, records,
documents, facilities and systems for the purpose of evaluating the accuracy of
the Audited Party's bills. Such audits may be performed once in each Calendar
Year; provided, however, that audits may be conducted more frequently (but no
more frequently than once in each Calendar Quarter) if the immediately
preceding audit found previously uncorrected net inaccuracies in billing in favor
of the Audited Party having an aggregate value of at least $1 ,000,000.
7.2 The audit shall be performed by independent certified public accountants
selected and paid by the Auditing Party. The accountants shall be reasonably
acceptable to the Audited Party. Prior to commencing the audit, the accountants
shall execute an agreement with the Audited Party in a form reasonably
acceptable to the Audited Party that protects the confidentiality of the information
disclosed by the Audited Party to the accountants. The audit shall take place at
a time and place agreed upon by the Parties; provided, that the Auditing Party
may require that the audit commence no later than sixty (60) days after the
Auditing Party has given notice of the audit to the Audited Party.
7.3 Each Party shall cooperate fully in any such audit, providing reasonable access
to any and all employees, books, records, documents, facilities and systems,
reasonably necessary to assess the accuracy of the Audited Party's bills.
7.4 Audits shall be performed at the Auditing Party's expense, provided that there
shall be no charge for reasonable access to the Audited Party's employees,
books, records, documents, facilities and systems necessary to assess the
accuracy of the Audited Party's bills.
8. Authorization
8.1 Frontier 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.
Onvoy ID Generic Wireless Agreement 110716.doc 5
8.2 Onvoy represents and warrants that it is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Colorado, and has full power and authority to execute and deliver this Agreement
and to perform its obligations under this Agreement.
8.3 Onvoy Certification.
Notwithstanding any other provision of this Agreement, Frontier shall have no
obligation to perform under this Agreement until such time as Onvoy has
obtained such FCC and Commission authorization as may be required by
Applicable Law for conducting business in the State of Idaho. Onvoy shall not
place any Orders under this Agreement until it has obtained such authorization.
Onvoy shall provide proof of such authorization to Frontier upon request.
9. Billing and Payment; Disputed Amounts
9.1 Except as otherwise provided in this Agreement, each Party shall submit to the
other Party on a monthly basis in an itemized form, statement(s) of charges
incurred by the other Party under this Agreement.
9.2 Except as otherwise provided in this Agreement, payment of amounts billed for
Services provided under this Agreement, whether billed on a monthly basis or as
otherwise provided in this Agreement, shall be due, in immediately available U.S.
funds, on the later of the following dates (the "Due Date"): (a) the due date
specified on the billing Party's statement; or (b) twenty (20) days after the date
the statement is received by the billed Party. Payments shall be transmitted by
electronic funds transfer.
9.3 If any portion of an amount billed by a Party under this Agreement is subject to a
good faith dispute 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
14, Dispute Resolution.
9.4 Charges due to the billing Party that are not paid by the Due Date, shall be
subject to a late payment charge. The late payment charge shall be in an
amount specified by the billing Party which shall not exceed a rate of one-and­
one-half percent (1 .5%) of the overdue amount (including any unpaid previously
billed late payment charges) per month.
9.5 Although it is the intent of both Parties to submit timely statements of charges,
failure by either Party to present statements to the other Party in a timely manner
shall not constitute a breach or default, or a waiver of the right to payment of the
incurred charges, by the billing Party under this Agreement, and, except for
assertion of a provision of Applicable Law that limits the period in which a suit or
other proceeding can be brought before a court or other governmental entity of
appropriate jurisdiction to collect amounts due, the billed Party shall not be
entitled to dispute the billing Party's statement(s) based on the billing Party's
failure to submit them in a timely fashion.
10. Confidentiality
Onvoy ID Generic Wireless Agreement 110716.doc 6
10.1 As used in this Section 10, "Confidential Information" means the following
information that is disclosed by one Party ("Disclosing Party'') to the other Party
("Receiving Party'') in connection with, or anticipation of, this Agreement:
10.1.1
10.1.2
10.1.3
10.1.4
10.1 .5
10.1 .6
Books, records, documents and other information disclosed in an audit
pursuant to Section 7;
Any forecasting information provided pursuant to this Agreement;
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, operator service, Caller ID or
similar service, or LIDS 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);
information related to specific facilities or equipment (including, but not
limited to, cable and pair information);
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''.
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 10.1.5 or 10.1.6.
10.2 Except as otherwise provided in this Agreement, the Receiving Party shall:
10.2.1
10.2.2
use the Confidential Information received from the Disclosing Party
only in performance of this Agreement; and
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's
Affiliates and the directors, officers, employees, Agents and
contractors of the Receiving Party and the Receiving Party's Affiliates,
that have a need to receive such Confidential Information in order to
perform the Receiving Party's obligations under this Agreement. The
Receiving Party's Affiliates and the directors, officers, employees,
Agents and contractors of the Receiving Party and the Receiving
Party's Affiliates, shall be required by the Receiving Party to comply
with the provisions of this Section 10 in the same manner as the
Receiving Party. The Receiving Party shall be liable for any failure of
the Receiving Party's Affiliates or the directors, officers, employees,
Agents or contractors of the Receiving Party or the Receiving Party's
Affiliates, to comply with the provisions of this Section 10.
Onvoy ID Generic Wireless Agreement 110716.doc 7
10.3 The Receiving Party shall return or destroy all Confidential Information received
from the Disclosing Party, including any copies made by the Receiving Party,
within thirty (30) days after a written request by the Disclosing Party is delivered
to the Receiving Party, except for (a) Confidential Information that the Receiving
Party reasonably requires to perform its obligations under this Agreement, and
(b) one copy for archival purposes only.
10.4 Unless otherwise agreed, the obligations of Sections 10.2 and 10.3 do not apply
to information that:
10.4.1
10.4.2
10.4.3
10.4.4
10.4.5
10.4.6
was, at the time of receipt, already in the possession of or known to
the Receiving Party free of any obligation of confidentiality and
restriction on use;
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;
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;
is independently developed by the Receiving Party;
is approved for disclosure or use by written authorization of the
Disclosing Party (including, but not limited to, in this Agreement); or
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.
10.5 Notwithstanding the provisions of Sections 10.1 through 10.4, the Receiving
Party may use and disclose Confidential Information received from the Disclosing
Party to the extent necessary to enforce the Receiving Party's rights 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.
10.6 The Disclosing Party shall retain all of the Disclosing Party's right, title and
interest in any Confidential Information disclosed by the Disclosing Party to the
Receiving Party. Except as otherwise expressly provided in this Agreement, no
license is granted by this Agreement with respect to any Confidential Information
(including, but not limited to, under any patent, trademark or copyright), nor is
any such license to be implied solely by virtue of the disclosure of Confidential
Information.
10. 7 The provisions of this Section 1 o shall be in addition to and not in derogation of
any provisions of Applicable Law, including, but not limited to, 47 U.S.C. § 222,
and are not 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.
Onvoy ID Generic Wireless Agreement 110716.doc 8
10.8 Each Party's obligations under this Section 10 shall survive expiration,
cancellation or termination of this Agreement.
11. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
12. Default
If either Party ("Defaulting Party") fails to make a payment required by this Agreement
(including, but not limited to, any payment required by Section 9.3 of undisputed amounts
to the billing Party) or materially breaches any other material provision of this Agreement,
and such failure or breach continues for thirty (30) days after written notice thereof from
the other Party, the other Party may, by written notice to the Defaulting Party, (a)
suspend the provision of any or all Services hereunder, or (b) cancel this Agreement and
terminate the provision of all Services hereunder.
13. Discontinuance of Service by Onvoy
13.1 If Onvoy 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, Onvoy shall send written notice of such
discontinuance to Frontier, the Commission, and each of Onvoy's Customers.
Onvoy 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, Onvoy
shall send such notice at least thirty (30) days prior to its discontinuance of
service.
13.2 Such notice must advise each Onvoy Customer that unless action is taken by the
Onvoy Customer to switch to a different carrier prior to Onvoy's proposed
discontinuance of service, the Onvoy Customer will be without the service
provided by Onvoy to the Onvoy Customer.
13.3 Should a Onvoy Customer subsequently become a Frontier Customer, Onvoy
shall provide Frontier with all information necessary for Frontier to establish
service for the Onvoy Customer, including, but not limited to, the Onvoy
Customer's billed name, listed name, service address, and billing address, and
the services being provided to the Onvoy Customer.
13.4 Nothing in this Section 13 shall limit Frontier's right to cancel or terminate this
Agreement or suspend provision of Services under this Agreement.
14. Dispute Resolution
14.1 Except as otherwise provided in this Agreement, any 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
Onvoy ID Generic Wireless Agreement 110716.doc 9
the initiating Party's written notice in an attempt to reach a good faith resolution
of the dispute. Upon agreement, the Parties' representatives may utilize other
alternative dispute resolution procedures such as private mediation to assist in
the negotiations.
14.2 If the Parties have been unable to resolve the dispute within 45 days of the date
of the initiating Party's written notice, either Party may pursue any remedies
available to it under this Agreement, at law, in equity, or otherwise, including, but
not limited to, instituting an appropriate proceeding before the Commission, the
FCC, or a court of competent jurisdiction.
15. Force Majeure
15.1 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,
strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain
equipment, parts, software or repairs thereof, acts or omissions of the other
Party, and acts of God.
15.2 If a Force Majeure Event occurs, the non-performing Party shall give prompt
notification of its inability to perform to the other Party. During the period that the
non-performing Party is unable to perform, the other Party shall also be excused
from performance of its obligations to the extent such obligations are reciprocal
to, or depend upon, the performance of the non-performing Party that has been
prevented by the Force Majeure Event. The non-performing Party shall use
commercially reasonable efforts to avoid or remove the cause(s) of its non­
performance and both Parties shall proceed to perform once the cause(s) are
removed or cease.
15.3 Notwithstanding the provisions of Sections 15.1 and 15.2, in no case shall a
Force Majeure Event excuse either Party from an obligation to pay money as
required by this Agreement.
15.4 Nothing in this Agreement shall 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 Frontier,
Onvoy shall provide to Frontier forecasts regarding the Services that Onvoy expects to
purchase from Frontier, including, but not limited to, forecasts regarding the types and
volumes of Services that Onvoy expects to purchase and the locations where such
Services will be purchased.
17. Fraud
Onvoy assumes responsibility for all fraud associated with its Customers and accounts.
Frontier shall bear no responsibility for, and shall have no obligation to investigate or
make adjustments to Onvoy's account in cases of, fraud by Onvoy's Customers or other
third parties.
18. Good Faith Performance
Onvoy ID Generic Wireless Agreement 110716.doc 1 O
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, Frontier, prior to the Effective Date of
this Agreement, has not provided in the State of Idaho a Service offered under this
Agreement, Frontier reserves the right to negotiate in good faith with Onvoy 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.
20. Indemnification
20.1 Each Party ("Indemnifying Party") shall indemnify, defend and hold harmless the
other Party ("Indemnified Party"), the Indemnified Party's Affiliates, and the
directors, officers and employees of the Indemnified Party and the Indemnified
Party's Affiliates, from and against any and all Claims that arise out of bodily
injury to or death of any person, or damage to, or destruction or loss of, tangible
real and/or personal property of any person, to the extent such injury, death,
damage, destruction or loss, was proximately caused by the grossly 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.
20.2 Indemnification Process.
20.2.1
20.2.2
20.2.3
As used in this Section 20, "Indemnified Person" means a person
whom an Indemnifying Party is obligated to indemnify, defend and/or
hold harmless under Section 20.1 .
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 becoming 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.
Onvoy ID Generic Wireless Agreement 110716.doc 11
20.2.4 If the Indemnified Person fails to comply with Section 20.2.3 with
respect to a Claim, to the extent such failure shall have a material
adverse effect upon the Indemnifying Party, the Indemnifying Party
shall be relieved of its obligation to indemnify, defend and hold
harmless the Indemnified Person with respect to such Claim under this
Agreement.
20.2.5 Subject to 20.2.6 and 20.2.7, below, the Indemnifying Party shall have
the authority to defend and settle any Third Party Claim.
20.2.6 With respect to any Third Party Claim, the Indemnified Person shall be
entitled to participate with the Indemnifying Party in the defense of the
Claim if the Claim requests equitable relief or other relief that could
affect the rights of the 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
not entitled to be indemnified, defended and held harmless by the
Indemnifying Party.
20.2. 7 In no event shall the Indemnifying Party settle a Third Party Claim or
consent to any judgment with regard to a Third Party Claim without the
prior written consent of the Indemnified Party, which shall not be
unreasonably withheld, conditioned or delayed. In the event the
settlement or judgment requires a contribution from or affects the
rights of an Indemnified Person, the Indemnified Person shall 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.
20.2.8 The Indemnified Person shall, in all cases, assert any and all
provisions in applicable Tariffs and Customer contracts that limit
liability to third persons as a bar to, or limitation on, any recovery by a
third-person claimant.
20.2.9 The Indemnifying Party and the Indemnified Person shall offer each
other all reasonable cooperation and assistance in the defense of any
Third Party Claim.
20.3 Each Party agrees that it will not implead or bring any action against the other
Party, the other Party's Affiliates, or any of the directors, officers or employees of
the other Party or the other Party's Affiliates, based on any claim by any person
for personal injury or death that occurs in the course or scope of employment of
such person by the other Party or the other Party's Affiliate and that arises out of
performance of this Agreement.
20.4 Each Party's obligations under this Section 20 shall survive expiration,
cancellation or termination of this Agreement.
21. Insurance
21.1 Onvoy shall maintain during the term of this Agreement and for a period of two
years thereafter all insurance required to satisfy its obligations under this
Onvoy ID Generic Wireless Agreement 110716.doc 12
Agreement (including, but not limited to, its obligations set forth in Section 20
hereof) and all insurance required by Applicable Law. The insurance shall be
obtained from an insurer having an A.M. Best insurance rating of at least A-,
financial size category VII or greater. At a minimum and without limiting the
foregoing undertaking, Onvoy shall maintain the following insurance:
21 .1.1
21 .1.2
21.1.3
21.1.4
21 .1.5
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
$2,000,000 combined single limit for each occurrence.
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.
Excess Liability Insurance, in the umbrella form, with limits of at least
$10,000,000 combined single limit for each occurrence.
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.
All risk property insurance on a full replacement cost basis for all of
Onvoy's real and personal property located at any Collocation site or
otherwise located on or in any Frontier premises (whether owned,
leased or otherwise occupied by Frontier), facility, equipment or right­
of-way.
21.2 Any deductibles, self-insured retentions or loss limits ("Retentions") for the
foregoing insurance must be disclosed on the certificates of insurance to be
provided to Frontier pursuant to Sections 21.4 and 21.5, and Frontier reserves
the right to reject any such Retentions in its reasonable discretion. All Retentions
shall be the responsibility of Onvoy.
21 .3 Onvoy shall name Frontier and Frontier's Affiliates as additional insureds on the
foregoing liability insurance.
21.4 Onvoy shall, within two (2) weeks of the Effective Date hereof at the time of each
renewal of, or material change in, Onvoy's insurance policies, and at such other
times as Frontier may reasonably specify, furnish certificates or other proof of the
foregoing insurance reasonably acceptable to Frontier. The certificates or other
proof of the foregoing insurance shall be sent to: Contract Management, 222 W.
Las Colinas Blvd., Fl 8, Irving, TX 75039.
21.5 Onvoy shall require its contractors, if any, that may enter upon the premises or
access the facilities or equipment of Frontier or Frontier's affiliates to maintain
insurance in accordance with Sections 21.1 through 21 .3 and, if requested, to
furnish Frontier certificates or other adequate proof of such insurance acceptable
to Frontier in accordance with Section 21.4.
21.6 Failure of Onvoy or Onvoy's contractors to maintain insurance and provide
certificates of insurance as required in Sections 21.1 through 21.5, above, shall
be deemed a material breach of this Agreement.
21 .7 Certificates furnished by Onvoy or Onvoy's contractors shall contain a clause
stating: "Frontier Communications Northwest, Inc." shall be notified in writing at
Onvoy ID Generic Wireless Agreement 110716.doc 13
least thirty (30) days prior to cancellation of, or any material change in, the
insurance."
22. Intellectual Property
22.1 Except as expressly stated in this Agreement, this Agreement shall not be
construed as granting a license with respect to any patent, copyright, trade
name, trademark, service mark, trade secret or any other intellectual property,
now or hereafter owned, controlled or licensable by either Party. Except as
expressly stated in this Agreement, neither Party may use any patent,
copyrightable materials, trademark, trade name, trade secret or other intellectual
property right, of the other Party except in accordance with the terms of a
separate license agreement between the Parties granting such rights.
22.2 Except as stated in Section 22.4, neither Party shall have any obligation to
defend, indemnify or hold harmless, or acquire any license or right for the benefit
of, or owe any other obligation or have any liability to, the other Party or its
Affiliates or Customers based on or arising from any Third Party Claim alleging or
asserting that the provision or use of any service, facility, arrangement, or
software by either Party under this Agreement, or the 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.
22.3 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.
22.4 Onvoy agrees that the Services provided by Frontier 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 Frontier and Frontier's vendors. Frontier agrees to advise
Onvoy, directly or through a third party, of any such terms, conditions or
restrictions that may limit any Onvoy use of a Service provided by Frontier that is
otherwise permitted by this Agreement. At Onvoy's written request, to the extent
required by Applicable Law, Frontier will use Frontier's best efforts, as
commercially practicable, to obtain intellectual property rights from Frontier's
vendor to allow Onvoy to use the Service in the same manner as Frontier that
are coextensive with Frontier's intellectual property rights, on terms and
conditions that are equal in quality to the terms and conditions under which
Frontier has obtained Frontier's intellectual property rights. Onvoy shall
reimburse Frontier for the cost of obtaining such rights.
23. Joint Work Product
The Principal Document is the joint work product of the Parties, has been negotiated by
the Parties, and shall be fairly interpreted in accordance with its terms. In the event of
any ambiguities, no inferences shall be drawn against either Party.
24. Law Enforcement
Onvoy ID Generic Wireless Agreement 110716.doc 14
24.1 Each Party may cooperate with law enforcement authorities and national security
authorities to the full extent required or permitted by Applicable Law in matters
related to Services provided by it under this Agreement, including, but not limited
to, the production of records, the establishment of new lines or the installation of
new services on an existing line in order to support law enforcement and/or
national security operations, and, the installation of wiretaps, trap-and-trace
facilities and equipment, and dialed number recording facilities and equipment.
24.2 A Party shall not have the obligation to inform the other Party or the Customers
of the other Party of actions taken in cooperating with law enforcement or
national security authorities, except to the extent required by Applicable Law.
24.3 Where a law enforcement or national security request relates to the
establishment of lines (including, but not limited to, lines established to support
interception of communications on other lines), or the installation of other
services, facilities or arrangements, a Party may act to prevent the other Party
from obtaining access to information concerning such lines, services, facilities
and arrangements, through operations support system interfaces.
25. Liability
25.1 As used in this Section 25, "Service Failure" means a failure to comply with a
direction to install, restore or terminate Services under this Agreement, a failure
to provide Services under this Agreement, and failures, mistakes, omissions,
interruptions, delays, errors, defects or the like, occurring in the course of the
provision of any Services under this Agreement.
25.2 Except as otherwise stated in Section 25.5, the liability, if any, of a Party, a
Party's Affiliates, and the directors, officers and employees of a Party and a
Party's Affiliates, to the other Party, the other Party's Customers, and to any
other person, for Claims arising out of a Service Failure shall not exceed an
amount equal to the pro rata applicable monthly charge for the Services that are
subject to the Service Failure for the period in which such Service Failure occurs.
25.3 Except as otherwise stated in Section 25.5, a Party, a Party's Affiliates, and the
directors, officers and employees of a Party and a Party's Affiliates, shall not be
liable to the other Party, the other Party's Customers, or to any other person, in
connection with this Agreement (including, but not limited to, in connection with a
Service Failure or any breach, delay or failure in performance, of this Agreement)
for special, indirect, incidental, consequential, reliance, exemplary, punitive, or
like damages, including, but not limited to, damages for lost revenues, profits or
savings, or other commercial or economic loss, even if the person whose liability
is excluded by this Section has been advised of the possibility of such damages.
25.4 The limitations and exclusions of liability stated in Sections 25.1 through 25.3
shall apply regardless of the form of a claim or action, whether statutory, in
contract, warranty, strict liability, tort (including, but not limited to, negligence of a
Party), or otherwise.
25.5 Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability:
25.5.1
25.5.2
under Sections 20, Indemnification, or 41, Taxes.
for any obligation to indemnify, defend and/or hold harmless that a
Party may have under this Agreement.
Onvoy ID Generic Wireless Agreement 110716.doc 15
25.5.3
25.5.4
25.5.5
25.5.6
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;
for a claim for infringement of any patent, copyright, trade name, trade
mark, service mark, or other intellectual property interest;
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.
25.6 In the event that the liability of a Party, a Party's Affiliate, or a director, officer or
employee of a Party or a Party's Affiliate, is limited and/or excluded under both
this Section 25 and a provision of an applicable Tariff, the liability of the Party or
other person shall be limited to the smaller of the amounts for which such Party
or other person would be liable under this Section or the Tariff provision.
25.7 Each Party shall, in its tariffs and other contracts with its Customers, 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 Management
26.1 Cooperation. The Parties will work cooperatively in a commercially reasonable
manner to install and maintain a reliable network. Onvoy and Frontier will
exchange appropriate information (e.g., network information, maintenance
contact numbers, escalation procedures, and information required to comply with
requirements of law enforcement and national security agencies) to 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.
26.2 Responsibility for Following 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.
26.3 Interference or Impairment. If a Party ("Impaired Party") reasonably determines
that the services, network, facilities, or methods of operation, of the other Party
("Interfering Party") will or are likely to interfere with or impair the Impaired Party's
provision of services or the operation of the Impaired Party's network or facilities,
the Impaired Party may interrupt or suspend any Service provided to the
Interfering Party to the extent necessary to prevent such interference or
impairment, subject to the following:
26.3.1 Except in emergency situations (e.g., situations involving a risk of
bodily injury to persons or damage to tangible property, or an
Onvoy ID Generic Wireless Agreement 110716.doc 16
26.3.2
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,
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.
26.4 Outage Repair Standard. In the event of an outage or trouble in any Service
being provided by a Party hereunder, the Providing Party will follow Frontier's
standard procedures for isolating and clearing the outage or trouble.
27. Non-Exclusive Remedies
Except as otherwise expressly provided in this Agreement, each of the remedies
provided under this Agreement is cumulative and is in addition to any other remedies that
may be available under this Agreement or at law or in equity.
28. Notice of Network Changes
If a Party makes a change in the information 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
29.1 Except as otherwise provided in this Agreement, notices given by one Party to
the other Party under this Agreement:
29.1.1
29.1.2
29.1.3
To Onvoy:
shall be in writing;
shall be delivered (a) personally, (b) by express delivery service with
next Business Day delivery, (c) by first class, certified or registered
U.S. mail, postage prepaid, or (d) by electronic mail, with a copy
delivered in accordance with (a), (b) or (c), preceding; and
shall be delivered to the following addresses of the Parties:
Scott Sawyer
General Counsel
Onvoy Spectrum, LLC
10300 5th Ave. N
Plymouth, MN 55441
Telephone Number: 763-230-4660
[e-mail]
Onvoy ID Generic Wireless Agreement 110716.doc 17
with a copy to:
To Frontier:
with a copy to:
Kyle V. Bertrand
Vice President, Network Optimization & Procurement
Onvoy Spectrum, LLC
75 Erieview Plaza, Suite 400
Cleveland, OH 44114
Telephone Number: 216-373-4636
[e-mail]
Contract Management
Frontier Communications
222 W. Las Colinas Blvd., 81h Floor
Irving, TX 75039
Contract. Mana gem [e-mail]
Frontier Communications
Legal Department -Interconnection
401 Merritt 7
Norwalk, CT 06851
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 electronic mail, if the notice is sent on a Business
Day and before 5 PM in the time zone where it is received 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.
Onvoy shall notify Frontier, by written notice pursuant to this Section 29, of any
changes in the addresses or other Onvoy contact information identified under
Section 29.1.3 above.
30. Ordering and Maintenance
Onvoy shall use Frontier'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
Frontier has not yet deployed an electronic capability for Onvoy to perform a pre­
ordering, ordering, provisioning, maintenance or repair, transaction offered by Frontier,
Onvoy shall use such other processes as Frontier has made available for performing
such transaction (including, but not limited, to submission of Orders by telephonic
facsimile transmission and placing trouble reports by voice telephone transmission).
31. Performance Standards
31.1 Frontier 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.
Onvoy ID Generic Wireless Agreement 110716.doc 18
31.2 Onvoy shall provide Services under this Agreement in accordance with the
performance standards required by Applicable Law.
32. Point of Contact for Onvoy Customers
32.1 Onvoy shall establish telephone numbers and mailing addresses at which Onvoy
Customers may communicate with Onvoy and shall advise Onvoy Customers of
these telephone numbers and mailing addresses.
32.2 Except as otherwise agreed to by Frontier, Frontier shall have no obligation, and
may decline, to accept a communication from a Onvoy Customer, including, but
not limited to, a Onvoy Customer request for repair or maintenance of a Frontier
Service provided to Onvoy.
33. Predecessor Agreements
33.1 Except as stated in Section 33.2 or as otherwise agreed in writing by the Parties:
33.1.1
33.1 .2
Further to the provisions of Section 1 of the General Terms 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
any Services that were purchased by one Party from the other Party
under a prior interconnection or resale agreement between the Parties
for the State of Idaho pursuant to Section 252 of the Act and in effect
prior to the Effective Date, shall as of the Effective Date be subject to
and purchased under this Agreement.
33.2 Except as otherwise agreed in writing by the Parties, if a Service 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.
33.3 If either Party elects to cancel the commitment pursuant to the proviso in Section
33.2, the Purchasing Party shall not be liable for any termination charge that
would otherwise have applied. However, if the commitment was cancelled by the
Purchasing Party, the Providing Party shall be entitled to 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 Marks
34.1 A Party, its Affiliates, and their respective contractors and Agents, shall not use
the other Party's trademarks, service marks, logos or other proprietary trade
dress, in connection with the sale of products or services, or in any advertising,
press releases, publicity matters or other promotional materials, unless the other
Onvoy ID Generic Wireless Agreement 110716.doc 19
Party has given its written consent for such use, which consent the other Party
may grant or withhold in its sole discretion.
34.2 Neither Party may imply any direct or indirect affiliation with or sponsorship or
endorsement of it or its services or products by the other Party.
34.3 Any violation of this Section 34 shall be considered a material breach of this
Agreement.
35. References
35.1 All references to Sections, Appendices and Exhibits shall be deemed to be
references to Sections, Appendices and Exhibits of this Agreement unless the
context shall otherwise require.
35.2 Unless the context shall otherwise require, any reference to a Tariff, agreement,
technical or other document (including Frontier 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
time to time (and, in the case of a Tariff or provision of Applicable Law, to any
successor Tariff or provision).
36. Relationship of the Parties
36.1 The relationship of the Parties under this Agreement shall be that of independent
contractors and nothing herein shall be construed as creating any other
relationship between the Parties.
36.2 Nothing contained in this Agreement shall make either Party the employee of the
other, create a partnership, joint venture, or other similar relationship between
the Parties, or grant to either Party a franchise, distributorship or similar interest.
36.3 Except for provisions herein expressly authorizing a Party to act for another
Party, nothing in this Agreement shall constitute a Party as a legal representative
or Agent of the other Party, nor shall a Party have the right or authority to
assume, create or incur any liability or any obligation of any kind, express or
implied, against, in the name or on behalf of the other Party unless otherwise
expressly permitted by such other Party in writing, which permission may be
granted or withheld by the other Party in its sole discretion.
36.4 Each Party shall have sole authority and responsibility to hire, fire, compensate,
supervise, and otherwise control its employees, Agents and contractors. Each
Party shall be solely responsible for 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.
36.5 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.
36.6 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
37. Reservation of Rights
Onvoy ID Generic Wireless Agreement 110716.doc 20
37.1 Notwithstanding anything to the contrary in this Agreement, neither Party waives,
and each Party hereby expressly reserves, its rights: (a) to appeal or otherwise
seek the reversal of and changes in any arbitration decision associated with this
Agreement; (b) to challenge the 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
of, and to seek to change, any Applicable Law, including, but not limited to any
rule, regulation, order or decision of the Commission, the FCC, or a court of
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.
37.2 Onvoy acknowledges Onvoy has been advised by Frontier that it is Frontier's
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's
use of a contractor shall not release the Party from any duty or liability to fulfill the Party's
obligations under this Agreement.
39. Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the Parties and their
respective legal successors and permitted assigns.
40. Survival
The rights, liabilities and obligations of a Party for acts or omissions occurring prior to the
expiration, cancellation or termination of this Agreement, the rights, liabilities and
obligations of a Party under any provision of this Agreement regarding confidential
information (including but not limited to, Section 10), indemnification or defense
(including, but not limited to, Section 20), or limitation or exclusion of liability (including,
but not limited to, Section 25), and the rights, liabilities and obligations of a Party under
any provision of this Agreement which by its terms or nature is intended to continue
beyond or to be performed after the expiration, cancellation or termination of this
Agreement, shall survive the expiration, cancellation or termination of this Agreement.
41. Taxes
41.1 In General. With respect to any purchase of Services under this Agreement, if
any federal, state or local tax, fee, surcharge or other tax-like charge, excluding
any tax levied on property or net income, (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 bill the Purchasing Party for
such Tax, as a separately stated item on the invoice, (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 as and to
the extent required by Applicable Law.
Onvoy ID Generic Wireless Agreement 110716.doc 21
41 .2 Taxes Imposed on the Providing Party or Receipts. With respect to any
purchase of Services under this Agreement, 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 to a public utility, distributor, telephone company, local exchange
carrier, telecommunications company or other communications company
(''Telecommunications Company''}, such exclusion being based on the fact that
the Purchasing Party is also subject to a tax based upon receipts ("Receipts
Tax"), then the Purchasing Party shall pay and remit the Receipts Tax as
required by Applicable Law.
41 .3 Taxes Imposed on Subscriber. With respect to any purchase of Services under
this Agreement 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, or if any federal, state or local Tax is imposed on the Providing Party
and required by Applicable Law to be passed through to the Subscriber, then the
Purchasing Party (a) shall impose and/or collect such Tax from the Subscriber
and (b) shall timely remit such Tax to the applicable taxing authority.
41.4 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. 7. 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, acceptable to the Providing Party, which
holds the Providing Party harmless on an after-tax basis with respect to its
forbearing to collect such Tax.
41 .5 Liability for Uncollected Tax, Interest and Penalty.
41.5.1
41.5.2
If the Providing Party has not received an exemption certificate from
the Purchasing Party and the Providing Party fails to bill the
Purchasing Party for any Tax as required by Section 41 .1, then , as
between the Providing Party and the Purchasing Party, (a) the
Purchasing Party shall remain liable for such unbilled Tax and any
interest assessed thereon and (b) the Providing Party shall be liable
for any penalty assessed with respect to such unbilled Tax by a taxing
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 41.2, 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.
Onvoy ID Generic Wireless Agreement 110716.doc 22
41.5.3
41 .5.4
41 .5.5
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,
invalid or inapplicable 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, (a) the Providing Party shall be liable for any Tax
imposed on its receipts and {b} 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 the applicable taxing
authority.
If the Purchasing Party fails to impose and/or collect any Tax from
Subscribers as required by Section 41 .3, then, as between the
Providing Party and the Purchasing Party, the Purchasing Party shall
remain liable for such uncollected Tax and any interest assessed
thereon, as well as any penalty assessed with respect to such
uncollected Tax by the applicable taxing authority. With respect to any
Tax that the Purchasing Party has agreed to pay, or is 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.
41 .6 Audit Cooperation. In the event either Party is audited by a taxing authority, the
other Party agrees to cooperate fully with the Party being audited in order to
respond to any audit inquiries in a proper and timely manner so that the audit
and/or any resulting controversy may be resolved expeditiously.
41 . 7 Notices. 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 Frontier:
To Onvoy:
Frontier Communications
Tax Department
401 Merritt 7
Norwalk, CT 06851
Onvoy ID Generic Wireless Agreement 110716.doc 23
Onvoy Spectrum, LLC
Accounts Payable
10300 61h Ave N
Plymouth, MN 55441
Each 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, Frontier shall have the right to
deploy, upgrade, migrate and maintain its network at its discretion. The Parties
acknowledge that Frontier, at its election, may deploy fiber throughout its network and
that such fiber deployment may inhibit or facilitate Onvoy's ability to provide service using
certain technologies. Nothing in this Agreement shall limit Frontier's ability to modify its
network through the incorporation of new equipment or software or otherwise. Onvoy
shall be solely responsible for the cost and activities associated with accommodating
such changes in its own network.
43. Territory
43.1 This Agreement applies to the territory in which Frontier operates as an
Incumbent Local Exchange Carrier in the State of Idaho. Frontier shall be
obligated to provide Services under this Agreement only within this territory.
43.2 Notwithstanding any other provision of this Agreement, Frontier may terminate
this Agreement as to a specific operating territory or portion thereof if Frontier
sells or otherwise transfers its operations in such territory or portion thereof to a
third-person. Frontier shall provide Onvoy 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
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 Onvoy of any rights it may have under Section
252(i) results in the rearrangement of Services by Frontier, Onvoy shall be solely liable
for all costs associated therewith, as well as for any termination charges associated with
the termination of existing Frontier 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
Onvoy ID Generic Wireless Agreement 110716.doc 24
of applicable Tariffs) applicable to the use of Services purchased by it under this
Agreement.
48. Waiver
A failure or delay of either Party to enforce any of the provisions of this Agreement, or
any right or remedy available under this Agreement or at law or in equity, or to require
performance of any of the provisions of this Agreement, or to exercise any option which is
provided under this Agreement, shall in no way be construed to be a waiver of such
provisions, rights, remedies or options.
49. Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, 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
50.1 Notwithstanding anything contained in this Agreement, except as otherwise
required by Applicable Law, Frontier may terminate its offering and/or provision
of any Service under this Agreement upon thirty (30) days prior written notice to
Onvoy.
50.2 Notwithstanding anything contained in this Agreement, except as otherwise
required by Applicable Law, Frontier may with thirty (30) days prior written notice
to Onvoy terminate any provision of this Agreement that provides for the payment
by Frontier to Onvoy of compensation related to traffic, including, but not limited
to, Reciprocal Compensation and other types of compensation for termination of
traffic delivered by Frontier to Onvoy. Following such termination, except as
otherwise agreed in writing by the Parties, Frontier shall be obligated to provide
compensation to Onvoy related to traffic only to the extent required by Applicable
Law. If Frontier 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 Frontier in writing in its sole discretion, Frontier shall be obligated to provide
compensation to Onvoy related to traffic only to the extent required by Applicable
Law. If within thirty (30) days after Frontier'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.
Onvoy ID Generic Wireless Agreement 110716.doc 25
DocuSlgn Envelope ID: 5D668AD6-D24B-4457-BBC5-8456838E99FE
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the Effective Date.
Onvoy Spectrum, LLC Frontier Communications Northwest, Inc.
QOOcUSlgned by: By:Mt!~
EBC98A873C2A428. ..
Printed: Kyle Bertrand Printed: --'/1,1;'--,-~J_,._c.._/ _l_, ____.?>~-_J,f;,/._l ../_
Title: Vice President -Procurement Management L ,Jf (:. ..._j/,"e./' Title: _..;_/_,V..'-------,pr-• __ _
Onvoy ID Generic Wireless Agreement 110716 26
GLOSSARY
1. General Rule
1.1 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.
1.2 Unless the context clearly indicates otherwise, when a term listed in this Glossary
is used in the Principal Document, the term shall have the meaning stated in this
Glossary. A defined term intended to convey the meaning stated in this Glossary
is capitalized when used. Other terms that are capitalized, and not defined in this
Glossary or elsewhere in the Principal Document, shall have the meaning stated
in the Act. Additional definitions that are specific to the matters covered in a
particular provision of the Principal Document may appear in that provision. To
the extent that there may be any conflict between a definition set forth in this
Glossary and any definition in a specific provision, the definition set forth in the
specific provision shall control with respect to that provision.
1.3 Unless the context clearly indicates otherwise, any term defined in this Glossary
which is defined or used in the singular shall include the plural, and any term
defined in this Glossary which is defined or used in the plural shall include the
singular.
1.4 The words "shall" and "will" are used 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.
2. Definitions
2.1 Act.
The Communications Act of 1934 (47 U.S.C. §151 , et seq.), as from time to time
amended (including, but not limited to, by the Telecommunications Act of 1996).
2.2 Affiliate.
Shall have the meaning set forth in the Act.
2.3 Agent.
An agent or servant.
2.4 Agreement.
This Agreement, as defined in Section 1 of the General Terms and Conditions.
2.5 ALI (Automatic Location Identification) Database.
The emergency services (E-911) database managed by Frontier that contains
company ID, Call Back Number, pANI number, and other information used to
process caller location records.
2.6 Ancillary Traffic.
Onvoy ID Generic Wireless Agreement 110716.doc 27
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 (lntraLATA call completion), lntraLATA third party,
collect and calling card, 800/888 database query, LIDS, and Voice Information
Services Traffic as described in Section 5 of the Additional Services Attachment.
2.7 Applicable Law.
All effective laws, government regulations and government orders, applicable to
each Party's performance of its obligations under this Agreement.
2.8 ASR (Access Service Request).
An industry standard form, which contains data elements and usage rules used
by the Parties to add, establish, change or disconnect services or trunks for the
purposes of interconnection.
2.9 Business Day.
Monday through Friday, except for holidays observed by Frontier.
2.10 Calendar Quarter.
January through March, April through June, July through September, or October
through December.
2.11 Calendar Year.
January through December.
2.12 Call Back Number.
A number used by the PSAP to re-contact the location from which the 911/E-911
call was placed. The number may or may not be the number of the station used
to originate the 911/E-911 Call.
2.13 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.
2.14 Cell Sector.
A geographic area defined by Onvoy (according to Onvoy's own radio frequency
coverage data), and consisting of a certain portion or all of the total coverage
area of a Cell Site.
2.15 Cell Site.
The Onvoy's fixed radio transmitting and receiving facilities for carrying wireless
traffic from/to the Onvoy Wireless End User.
2.16 Central Office.
A local switching system for connecting lines to lines, lines to trunks, or trunks to
trunks for the purpose of originating/terminating calls over the public switched
Onvoy ID Generic Wireless Agreement 110716.doc 28
telephone network. A single Central Office may handle several Central Office
codes ("NXX"). Sometimes this term is used to refer to a telephone company
building in which switching systems and telephone equipment are installed.
2.17 Central Office Switch.
A switch used to provide Telecommunications Services, including, but not limited
to, an End Office Switch or a Tandem Switch. A Central Office Switch may also
be employed as a combination End Office/Tandem Office Switch.
2.18 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's
fees).
2.19 CMRS (Competitive Local Exchange Carrier).
Any Local Exchange Carrier other than Frontier that is operating as a Local
Exchange Carrier in the territory in which Frontier operates as an ILEC in the
State of Idaho.
2.20 CLLI Codes.
Common Language Location Identifier Codes.
2.21 CMRS (Commercial Mobile Radio Services).
A radio communications service between mobile stations or receivers and land
stations, or by mobile stations communicating among themselves that is provided
for profit and that make interconnected service available to the public or to such
classes of eligible users as to be effectively available to a substantial portion of
the public. Onvoy is or shortly will become a CMRS provider.
2.22 Commission.
Idaho Public Utilities Commission
2.23 Controlling 911 Authority.
The duly authorized state, county or local government agency empowered by law
to oversee the 911/E-911 services, operations and systems within a defined
jurisdiction.
2.24 CPN (Calling Party Number).
A CCS parameter that identifies the calling party's telephone number.
2.25 CPNI (Customer Proprietary Network Information).
Shall have the meaning set forth in Section 222 of the Act, 47 U.S.C. § 222.
2.26 Customer.
A third party residence or business end-user subscriber to services provided by
either of the Parties.
Onvoy ID Generic Wireless Agreement 110716.doc 29
2.27 Default PSAP.
The PSAP designated by the Controlling 911 Authority to receive a 911/E-911
Call when it is not feasible to route that 911/E-911 Call to the Designated PSAP.
2.28 Designated PSAP.
The primary PSAP designated by the Controlling 911 Authority to receive a
911/E-911 Call based upon the pANI passed with the 911/E-911 Call.
2.29 Digital Signal Level.
One of several transmission rates in the time-division multiplex hierarchy.
2.30 DS1 (Digital Signal Level 1 ).
The 1.544 Mbps first-level signal in the time-division multiplex hierarchy.
2.31 DS3 (Digital Signal Level 3).
The 44.736 Mbps third-level signal in the time-division multiplex hierarchy.
2.32 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 Customer billing information,
account summary and tracking analysis. EMI format is contained in document
SR-320 published by the Alliance for Telecom Industry Solutions.
2.33 End Office Switch or End Office.
A switching entity that is used to terminate Customer station Loops for the
purpose of interconnection to each other and to trunks.
2.34 ESRD (Emergency Service Routing Digits).
A 10-digit North American Numbering plan that uniquely identifies a base station,
Cell Site, or sector that may be used to route emergency call through the
network.
2.35 Exchange Access.
Shall have the meaning set forth in the Act.
2.36 [Intentionally Left Blank].
2.37 FCC.
The Federal Communications Commission.
2.38 FCC Internet Orders.
The following FCC orders: (a) Order on Remand and Report and Order, In the
Matter of Implementation of the Local Competition Provisions in the
Telecommunications Act of 1996, lntercarrier Compensation for ISP Bound
Onvoy ID Generic Wireless Agreement 110716.doc 30
Traffic, FCC 01 -131 , CC Docket Nos. 96-98 and 99-68, 16 FCC Red 9151
(adopted April 18, 2001) (hereinafter the "April 18, 2001 FCC Internet Order");
and, (b) Order on Remand and Report and Order and Further Notice of Proposed
Rulemaking, In the Matter of High-Cost Universal Service Support; Federal-State
Joint Board on Universal Service; Lifeline and Link Up; Universal Service
Contribution Methodology; Numbering Resource Optimization; Implementation of
the Local Competition Provisions in the Telecommunications Act of 1996;
Developing a Unified lntercarrier Compensation Regime; lntercarrier
Compensation for ISP-Bound Traffic; IP-Enabled Services, FCC 08-262, CC
Docket Nos. 96-45, 96-98, 99-68, 99-200, 01-92, WC Docket Nos. 03-109, 04-
36, 05-337, 06-122 (adopted November 5, 2008) (hereinafter the "November 5,
2008 FCC Internet Order").
2.39 FCC Regulations.
The unstayed, effective regulations promulgated by the FCC, as amended from
time to time.
2.40 Fixed Wireless Service.
Wireless service that is not Commercial Mobile Radio Service.
2.41 Host ALI Record.
A data record resident in the primary i.e., host, ALI system for a PSAP.
2.42 ILEC (Incumbent Local Exchange Carrier).
Shall have the meaning stated in the Act.
2.43 Information Access.
The provision of specialized exchange telecommunications services in
connection with the origination, termination, transmission, switching, forwarding
or routing of telecommunications traffic to or from the facilities of a provider of
information services, including a provider of Internet access or Internet
transmission services.
2.44 Internet Traffic.
Any traffic that is transmitted to or returned from the Internet at any point during
the duration of the transmission.
2.45 lnterLAT A Service.
Shall have the meaning set forth in the Act.
2.46 lntraLATA.
Telecommunications that originate and terminate within the same LATA.
2.47 lnterMTA Traffic.
CMRS traffic originated by a Customer of one Party on that Party's network in an
MT A and terminated to a Customer of the other Party on that Party's network
outside the MT A in which the call originated. lnterMT A Traffic is not Reciprocal
Compensation Traffic, Measured Internet Traffic or Ancillary Traffic. For
Onvoy ID Generic Wireless Agreement 110716.doc 31
purposes of determining originating and terminating points of a call under this
Agreement, Onvoy will use the Cell Site to which the Onvoy Customer placing or
receiving the call is connected at the beginning of the call.
2.48 lntraMT A Traffic.
CMRS traffic originated by a Customer of one Party on that Party's network in an
MTA and terminated to a Customer of the other Party on that Party's network in
the same MTA in which the call originated. For purposes of determining
originating and terminating points of a call under this Agreement, Onvoy will use
the Cell Site to which the Onvoy Customer placing or receiving the call is
connected at the beginning of the call.
2.49 IXC (lnterexchange Carrier).
A Telecommunications Carrier that provides, directly or indirectly, lnterLATA or
lntraLATA Telephone Toll Services.
2.50 LATA (Local Access and Transport Area).
Shall have the meaning set forth in the Act.
2.51 LEC (Local Exchange Carrier).
Shall have the meaning set forth in the Act.
2.52 LERG (Local Exchange Routing Guide).
A Telcordia Technologies reference containing NPA/NXX routing and homing
information.
2.53 LIDB (Line Information Data Base).
Line Information databases which provide, among other things, calling card
validation functionality for telephone line number cards issued by Frontier and
other entities and validation data for collect and third number-billed calls (e.g.,
data for billed number screening).
2.54 Measured Internet Traffic.
Dial-up, switched Internet Traffic originated by a Customer of one Party on that
Party's network at a point in an MTA, and delivered to a Customer or an Internet
Service Provider served by the other Party, on that other Party's network at a
point in the same MT A. Calls originated on a 1 + presubscription basis, or on a
casual dialed (10XXX/101 XXXX) basis, are not considered Measured Internet
Traffic. For the avoidance of any doubt, Virtual Foreign Exchange Traffic (i.e.,
V/FX Traffic) (as defined in the Two-Way Wireless Attachment) does not
constitute Measured Internet Traffic.
2.55 MECAB (Multiple Exchange Carrier Access Billing).
A document prepared by the Billing Committee of the Ordering and Billing Forum
(OBF), which functions under the auspices of the Carrier Liaison Committee
(CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The
MECAB document, published by Telcordia Technologies as Special Report SR­
BDS-000983, contains the recommended guidelines for the billing of an
Exchange Access Service provided by two or more LECs, or by one LEC in two
Onvoy ID Generic Wireless Agreement 110716.doc 32
or more states, within a single LATA.
2.56 MECOD (Multiple Exchange Carriers Ordering and Design Guidelines for Access
Services -Industry Support Interface).
A document developed by the Ordering/Provisioning Committee under the
auspices of the Ordering and Billing Forum (OBF), which functions under the
auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECOD document,
published by Telcordia Technologies as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access Service that is
to be provided by two or more LECs.
2.57 [Intentionally Left Blank].
2.58 MTA (Major Trading Area).
Major Trading Area as defined by the FCC Regulations, Part 24.202(a).
2.59 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.
2.60 NCAS.
Non-Call Path Associated Signaling.
2.61 911/E-911 Call(s).
Call(s) made by Onvoy end user by dialing the three digit telephone number
"911" (and, as necessary, pressing the "Send" or analogous transmitting button)
on a wireless handset to facilitate the reporting of an emergency requiring
response by a public safety agency.
2.62 911/E-911 Service Provider.
An entity authorized to provide E-911 network and database services within a
particular jurisdiction.
2.63 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.
2.64 NXX, NXX Code, Central Office Code or CO Code.
Onvoy ID Generic Wireless Agreement 110716.doc 33
The three-digit switch entity indicator (i.e. the first three digits of a seven-digit
telephone number).
2.65 Order.
An order or application to provide, change or terminate a Service (including, but
not limited to, a commitment to purchase a stated number or minimum number of
lines or other Services for a stated period or minimum period of time).
2.66 Originating Switched Access Detail Usage Data.
A category 1101 XX record as defined in the EMI Telcordia Practice BR-010-200-
010.
2.67 PAM Protocol.
The bi-directional ALI-to-ALI real-time steering interface which supports
intersystem queries. This interface allows an ALI database serving a PSAP to
query a second ALI database for ALI data that is not resident in the ALI Database
serving the PSAP.
2.68 pANI (Pseudo Automatic Number Identification).
A non-dialable telephone number used to support routing of wireless 911/E-911
Calls to a PSAP. pANI may identify a wireless cell, Cell Sector or PSAP to which
the call should be routed. pANI is also known as routing number, Emergency
Service Routing Digits (ESRD) and Emergency Service Routing Key (ESRK).
2.69 Phase II.
Shall have the meaning stated in Report and Order and Further Notice of
Proposed Rulemaking, In the Matter of Revision of the Commission's Rules to
Ensure Compatibility with Enhanced 911 Emergency Calling Systems, CC
Docket 94-102, RM-8143 (rel. July 26, 1996).
2.70 POI (Point of Interconnection).
The physical location where the Parties' respective facilities physically
interconnect for the purpose of mutually exchanging their traffic. As set forth in
the Two-Way Wireless Attachment, a Point of Interconnection shall be at (i) a
technically feasible point on Frontier's network in a LATA and/or (ii) a fiber meet
point to which the Parties mutually agree under the terms of this Agreement. By
way of example, a technically feasible Point of Interconnection on Frontier's
network in a LATA would include an applicable Frontier Tandem Wire Center or
Frontier End Office Wire Center but, notwithstanding any other provision of this
Agreement or otherwise, would not include a Onvoy Wire Center, Onvoy switch
or any portion of a transport facility provided by Frontier to Onvoy or another
party between (x) a Frontier Wire Center or switch and (y) the Wire Center or
switch of Onvoy or another party.
2.71 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.
Onvoy ID Generic Wireless Agreement 110716.doc 34
2.72 Providing Party.
A Party offering or providing a Service to the other Party under this Agreement.
2.73 PSAP.
Public Safety Answering Points.
2.74 Purchasing Party.
A Party requesting or receiving a Service from the other Party under this
Agreement.
2.75 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.
2.76 Rate Center Point.
A specific geographic point, defined by a V&H coordinate, located within the Rate
Center Area and used to measure distance for the purpose of billing for distance­
sensitive Telephone Exchange Services and Toll Traffic. Pursuant to Telcordia
Practice BR-795-100-100, the Rate Center Point may be an End Office location,
or a "LEC Consortium Point of Interconnection".
2.77 Reciprocal Compensation.
The arrangement for recovering, in accordance with Section 251 (b)(5) of the Act,
the FCC Internet Orders, and other applicable FCC orders and FCC Regulations,
costs incurred for the transport and termination of Reciprocal Compensation
Traffic originating on one Party's network and terminating on the other Party's
network (as set forth in Section 7 of the Two-Way Wireless Attachment).
2.78 Reciprocal Compensation Traffic.
Telecommunications traffic originated by a Customer of one Party on that Party's
network and terminated to a Customer of the other Party on that other Party's
network within the same MTA (i.e. intraMTA), except for Telecommunications
traffic that is interstate or intrastate Exchange Access, Information Access, or
exchange services for Exchange Access or Information Access. Reciprocal
Compensation Traffic does not include the following traffic (it being understood
that certain traffic types will fall into more than one (1) of the categories below
that do not constitute Reciprocal Compensation Traffic): (1) any Internet Traffic;
(2) lnterMTA Traffic, including but not limited to, calls originated on a 1+
presubscription basis, or on a casual dialed (1OXXX/101 XXXX) basis, based on
the actual originating and terminating points of the complete end-to-end
communication; (3) special access, private line, Frame Relay, ATM, or any other
traffic that is not switched by the terminating Party; (4) Tandem Transit Traffic; or,
(5) Voice Information Service Traffic (as defined in Section 5 of the Additional
Services Attachment); or, (6) Virtual Foreign Exchange Traffic (or V/FX Traffic)
(as defined in the Two-Way Wireless Attachment.
Onvoy ID Generic Wireless Agreement 110716.doc 35
2.79 Routing Number.
The number used to support the routing of wireless 911 Calls. It may identify a
wireless Cell Sector or PSAP to which the call should be routed. In NCAS, the
Routing Number (identified in standard documents as Emergency Services
Routing Key "ESRK") is a ten-digit number translated and out pulsed from a Cell
Sector identifier at the service control point that routes the 911 Call to the
appropriate PSAP. The Routing Number is also the search-key from a PSAP
query to an ALI database for a Host ALI Record with a matching Routing
Number.
2.80 Routing Point.
A specific geographic point identified by a specific V&H coordinate. The Routing
Point is used to route inbound traffic to specified NPA-NXXs. The Routing Point
must be located within the LATA in which the corresponding NPA-NXX is
located. However, the Routing Point associated with each NPA-NXX need not
be the same as the corresponding Rate Center Point, nor must it be located
within the corresponding Rate Center Area, nor must there be a unique and
separate Routing Point corresponding to each unique and separate Rate Center
Area.
2.81 Service.
Any Interconnection arrangement, Telecommunications Service, Collocation
arrangement, or other service, facility or arrangement, offered by a Party under
this Agreement.
2.82 SS7 (Signaling System 7).
The common channel out-of-band signaling protocol developed by the
Consultative Committee for International Telephone and Telegraph (CCITT) and
the American National Standards Institute (ANSI). Frontier and Onvoy currently
utilize this out-of-band signaling protocol.
2.83 Switched Exchange Access Service.
The offering of transmission and switching services for the purpose of the
origination or termination of Exchange Access. Switched Exchange Access
Services include but may not be limited to: Feature Group A, Feature Group 8,
Feature Group D, 700 access, 800 access, 888 access and 900 access.
2.84 Tandem Switch.
A switching entity that has billing and recording capabilities and is used to
connect and switch trunk circuits between and among End Office Switches and
between and among End Office Switches and carriers' aggregation points, points
of termination, or points of presence, and to provide Switched Exchange Access
Services.
2.85 Tariff.
2.85.1 Any applicable Federal or state tariff of a Party, as amended from
time-to-time; or
Onvoy ID Generic Wireless Agreement 110716.doc 36
2.85.2 Any standard agreement or other document, as amended from time­
to-time, that sets forth the generally available terms, conditions and
prices under which a Party offers a Service.
The term "Tariff" does not include any Frontier Statement of Generally Available
Terms (SGAT) which has been approved or is pending approval by the
Commission pursuant to Section 252(f) of the Act.
2.86 Telcordia Technologies.
Telcordia Technologies, Inc., formerly known as Bell Communications Research,
Inc. (Bellcore).
2.87 Telecommunications Carrier.
Shall have the meaning set forth in the Act.
2.88 Telecommunications Services.
Shall have the meaning set forth in the Act.
2.89 Telephone Exchange Service.
Shall have the meaning set forth in the Act.
2.90 Terminating Switched Access Detail Usage Data.
A category 1101 XX record as defined in the EMI Telcordia Practice BR-010-200-
010.
2.91 Third Party Claim.
A Claim where there is (a) a claim, demand, suit or action by a person who is not
a Party, (b) a settlement with, judgment by, or liability to, a person who is not a
Party, or (c) a fine or penalty imposed by a person who is not a Party.
2.92 Toxic or Hazardous Substance.
Any substance designated or defined as toxic or hazardous under any
"Environmental Law'' or that poses a risk to human health or safety, or the
environment, and products and materials containing such substance.
"Environmental Laws" means the Comprehensive Environmental Response,
Compensation, and Liability Act, the Emergency Planning and Community Right­
to-Know Act, the Water Pollution Control Act, the Air Pollution Control Act, the
Toxic Substances Control Act, the Resource Conservation and Recovery Act, the
Occupational Safety and Health Act, and all other Federal, State or local laws or
governmental regulations or requirements, that are similar to the above­
referenced laws or that otherwise govern releases, chemicals, products,
materials or wastes that may pose risks to human health or safety, or the
environment, or that relate to the protection of wetlands or other natural
resources.
2.93 Traffic Factor 1.
For traffic exchanged via Interconnection Trunks, a percentage calculated by
dividing the number of minutes of interstate lnterMTA traffic (excluding Measured
Internet Traffic) by the total number of minutes of interstate lnterMTA and
Onvoy ID Generic Wireless Agreement 110716.doc 37
intrastate lnterMTA traffic. ([Interstate lnterMTA Traffic Total Minutes of Use
{excluding Measured Internet Traffic Total Minutes of Use}+ {Interstate lnterMTA
Traffic Total Minutes of Use+ Intrastate lnterMTA Traffic Total Minutes of Use}] x
100). Until the form of a Party's bills is updated to use the term "Traffic Factor 1",
the term ''Traffic Factor 1" may be referred to on the Party's bills and in billing
related communications as "Percent Interstate Usage" or "PIU".
2.94 Traffic Factor 2.
For traffic exchanged via Interconnection Trunks, a percentage calculated by
dividing the combined total number of minutes of Reciprocal Compensation
Traffic and Measured Internet Traffic by the total number of minutes of use
(including Measured Internet Traffic). ([{Reciprocal Compensation Traffic Total
Minutes of Use+ Measured Internet Traffic Total Minutes of Use}+ Total Minutes
of Use+ Measured Internet Traffic Total Minutes of Use] x 100). Until the form of
a Party's bills is updated to use the term "Traffic Factor 2", the term "Traffic
Factor 2" may be referred to on the Party's bills and in billing related
communications as "Percent Local Usage" or "PLU".
2.95 Wire Center.
A building or portion thereof which seNes as the premises for one or more
Central Offices Switches and related facilities.
Onvoy ID Generic Wireless Agreement 110716.doc 38
ADDITIONAL SERVICES ATTACHMENT
1. [This Section Intentionally Left Blank]
2. Dialing Parity -Section 251(b)(3)
Each Party shall provide the other Party with nondiscriminatory access to such services
and information as are necessary to allow the other Party to implement local Dialing
Parity in accordance with the requirements of Section 251 (b)(3) of the Act.
3. Directory Assistance (DA) and Operator Services (OS)
3.1 Either Party may request that the other Party provide the requesting Party with
nondiscriminatory access to the other Party's directory assistance services (DA),
lntraLATA 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. In the case of
such a request, Onvoy shall contact its Frontier Account Manager for purpose of
obtaining a draft of such an arrangement.
3.2 Onvoy shall arrange, at its own expense, the trunking and other facilities required
to transport traffic to and from the designated DA and OS switch locations.
4. [This Section Intentionally Left Blank]
5. Voice Information Service Traffic
5.1 For purposes of this Section 5, (a) Voice Information Service means a service
that provides [i] recorded voice announcement information or [ii] a vocal
discussion program open to the public, and (b) Voice Information Service Traffic
means intraLATA switched voice traffic, delivered to a Voice Information Service.
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. Voice Information Service Traffic is not
subject to Reciprocal Compensation charges under Section 7 of the Two-Way
Wireless Attachment.
5.2 Onvoy shall have the option to route Voice Information Service Traffic that
originates on its own network to the appropriate Voice Information Service
connected to Frontier's network. In the event Onvoy exercises such option,
Onvoy will establish, at its own expense, a dedicated trunk group to the Frontier
Voice Information Service serving switch. This trunk group will be utilized to
allow Onvoy to route Voice Information Service Traffic originated on its network
to Frontier. For such Voice Information Service Traffic, unless Onvoy has
entered into a written agreement with Frontier under which Onvoy will collect
from Onvoy's Customer and remit to Frontier the Voice Information Service
provider's charges, Onvoy shall pay to Frontier without discount any Voice
Information Service provider charges billed by Frontier to Onvoy. Onvoy shall
pay Frontier such charges in full regardless of whether or not Onvoy collects
such charges from its Customer.
6. [This Section Intentionally Left Blank]
7. [This Section Intentionally Left Blank]
Onvoy ID Generic Wireless Agreement 110716.doc 39
8. [This Section Intentionally Left Blank]
9. Poles, Ducts, Conduits and Rights-of-Way
9.1 Frontier shall afford Onvoy non-discriminatory access to poles, ducts, conduits
and rights-of-way owned or controlled by Frontier. Such access shall be
provided in accordance with, but only to the extent required by, Applicable Law,
pursuant to Frontier's applicable Tariffs, or, in the absence of an applicable
Frontier Tariff, Frontier's generally offered form of license agreement, or, in the
absence of such a Tariff and license agreement, a mutually acceptable
agreement to be negotiated by the Parties.
9.2 Onvoy shall afford Frontier non-discriminatory access to poles, ducts, conduits
and rights-of-way owned or controlled by Onvoy. Such access shall be provided
pursuant to Onvoy's applicable Tariffs, or, in the absence of an applicable Onvoy
Tariff, Onvoy's generally offered form of license agreement, or, in the absence of
such a Tariff and license agreement, a mutually acceptable agreement to be
negotiated by the Parties. The terms, conditions and prices offered to Frontier by
Onvoy for such access shall be no less favorable than the terms, conditions and
prices offered to Onvoy by Frontier for access to poles, ducts, conduits and rights
of way owned or controlled by Frontier.
10. [This Section Intentionally Left Blank]
11. [This Section Intentionally Left Blank]
12. Good Faith Performance
If and, to the extent that, Frontier, prior to the Effective Date of this Agreement, has not
provided in the State of Idaho a Service offered under this Attachment, Frontier reserves
the right to negotiate in good faith with Onvoy 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.
Onvoy ID Generic Wireless Agreement 110716.doc 40
TWO-WAY WIRELESS ATTACHMENT
1. General
Each Party shall provide to the other Party, in accordance with this Agreement, but only
to the extent required by Applicable Law, interconnection at (i) any technically feasible
Point(s) of Interconnection on Frontier's network in a LAT A and/or (ii) a fiber meet point to
which the Parties mutually agree under the terms of this Agreement, for the transmission
and routing of Telephone Exchange Service and Exchange Access. By way of example,
a technically feasible Point of Interconnection on Frontier's network in a LAT A would
include an applicable Frontier Tandem Wire Center or Frontier End Office Wire Center
but, notwithstanding any other provision of this Agreement or otherwise, would not
include a Onvoy Wire Center, Onvoy switch or any portion of a transport facility provided
by Frontier to Onvoy or another party between (x) a Frontier Wire Center or switch and
(y) the Wire Center or switch of Onvoy or another party. For brevity's sake, the foregoing
examples of locations that, respectively, are and are not "on Frontier's network" shall
apply (and are hereby incorporated by reference) each time the term "on Frontier's
network" is used in this Agreement.
2. Points of Interconnection and Trunk Types
2.1 Points of Interconnection.
Each Party, at its own expense, shall provide transport facilities to the technical
feasible Points(s) of Interconnection on Frontier's network in a LAT A selected by
Onvoy.
2.2 Trunk Types.
2.2.1 In interconnecting their networks pursuant to this Attachment, the
Parties' will use, as appropriate, the following separate and distinct
trunk groups:
2.2.1.1 Type 2A Interconnection Trunks for the transmission and
routing of Reciprocal Compensation Traffic, Tandem Transit
Traffic, translated LEC lntraLATA toll free service access
code (~. 800/888/877) traffic, lnterMT A Traffic, and
Measured Internet Traffic, all in accordance with Sections 5
through 8 of this Attachment Type 2A arrangements and
variations are in accordance with Telcordia Technologies
Technical Reference GR-145-Core, Issue 2, May 1998, as in
effect from time to time (or any successor thereto). In the
event of a conflict between GR-145-Core and requirements
of this Agreement, this Agreement shall govern.
2.2.1 .2 Type 28 Interconnection Trunks for the transmission and
routing of Reciprocal Compensation Traffic, lnterMTA
Traffic, and Measured Internet Traffic, all in accordance with
Sections 5 through 8 of this Attachment. Type 28
arrangements and variations are in accordance with
Telcordia Technologies Technical Reference GR-145-Core,
Issue 2, May 1998, as in effect from time to time (or any
successor thereto). In the event of a conflict between GR-
145-Core and requirements of this Agreement, this
Agreement shall govern.
Onvoy ID Generic Wireless Agreement 110716.doc 41
2.2.1.3 Access Toll Connecting Trunks for the transmission and
routing of Exchange Access traffic, including translated
lnterLATA toll free service access code (e.g., 800/888/877)
traffic, between Onvoy Customers and purchasers of
Switched Exchange Access Service via a Frontier Tandem,
pursuant to Section 251 (c)(2) of the Act, in accordance with
Sections 9 through 11 of this Attachment.
2.2.1.4 Auxiliary Connections to a Frontier End Office used on a
one-way basis by Onvoy for access to services provided by
Frontier pursuant to a Frontier Tariff including, but not
limited to, basic 911, operator services and directory
assistance. Any use of an Auxiliary Connection other than
as specified in this Agreement is outside the scope of this
Agreement and such usage is subject to charges
associated with the services for which such Auxiliary
Connection is used by Onvoy. SS7 signaling may not be
available with a Frontier Auxiliary Connection.
2.2.1.4.1 Where feasible, Frontier and Onvoy will use
commercially reasonable efforts to replace
Auxiliary Connections with Type 2A or 28
Interconnection Trunks.
2.2.1 .5 Miscellaneous Trunk Groups as mutually agreed to by the
Parties, including, but not limited to, (1) choke trunks for
traffic congestion and testing; (2) untranslated
lntraLATA/lnterLATA toll free service access code (e.g.
800/888/877) traffic.
2.2.2 Other types of trunk groups may be used by the Parties as provided in
other Attachments to this Agreement (e.g., 911/E911 Trunks,
Information Services Trunks) or in other separate agreements
between the Parties (e.g ., Directory Assistance Trunks, Operator
Services Trunks, BLV/BLVI Trunks) or Trunks for 500/555 traffic.
2.2.3 [This Section Intentionally Left Blank]
2.2.4 Onvoy shall establish, at the technically feasible Point(s) of
Interconnection on Frontier's network in a LATA, separate
Interconnection Trunk group(s) between such POl(s) and each
Frontier Tandem in a LATA with a subtending End Office(s) to which
Onvoy originates calls for Frontier to terminate.
2.2.5 In the event the traffic volume between a Frontier End Office and a
technically feasible Point of Interconnection on Frontier's network in a
LATA, which is carried by a Final Tandem Interconnection Trunk
group, exceeds the Centum Call Second (Hundred Call Second) busy
hour equivalent of one (1) DS1 at any time and/or 200,000 minutes of
use for a single month: if Two-Way Interconnection Trunks are used,
then Onvoy shall promptly submit an ASA to Frontier to establish new
or augment existing End Office Two-Way Interconnection Trunk
group(s) between that Frontier End Office and the technically feasible
Point of Interconnection on Frontier's network.
2.2.6 Except as otherwise agreed in writing by the Parties, the total number
of Tandem Interconnection Trunks between a technically feasible
Onvoy ID Generic Wireless Agreement 110716.doc 42
Point of Interconnection on Frontier's network and a Frontier Tandem
will be limited to a maximum of 240 trunks. In the event that the
volume of traffic between a technically feasible Point of
Interconnection on Frontier's network and a Frontier Tandem exceeds,
or reasonably can be expected to exceed, the capacity of the 240
trunks, Onvoy shall promptly submit an ASA to Frontier to establish
new or additional End Office Trunks to insure that the volume of traffic
between the technically feasible Point of Interconnection on Frontier's
network and the Frontier Tandem does not exceed the capacity of the
240 trunks.
2.3 (This Section Intentionally Left Blank]
2.4 Two-Way Interconnection Trunks.
2.4.1 Where the Parties use Two-Way Interconnection Trunks for the
exchange of traffic between Frontier and Onvoy, Onvoy, at its own
expense, shall:
2.4.1.1 provide its own facilities to the technically feasible Point(s)
of Interconnection on Frontier's network in a LATA; and/or
2.4.1.2 obtain transport to the technically feasible Point(s) of
Interconnection on Frontier's network in a LAT A (a) from a
third-party, or, (b) if Frontier offers such transport pursuant
to this Agreement or an applicable Frontier Tariff, from
Frontier.
2.4.2 Where the Parties use Two-Way Interconnection Trunks for the
exchange of traffic between Frontier and Onvoy, Frontier, at its own
expense, shall provide its own facilities to the technically feasible
Point(s) of Interconnection on Frontier's network in a LATA.
2.4.3 Prior to establishing any Two-Way Interconnection Trunks, Onvoy
shall meet with Frontier to conduct a joint planning meeting ("Joint
Planning Meeting"). At that Joint Planning Meeting, each Party shall
provide to the other Party originating Centum Call Second (Hundred
Call Second) information, and the Parties shall mutually agree on the
appropriate initial number of End Office and Tandem Two-Way
Interconnection Trunks and the interface specifications at the
technically feasible Point(s) of Interconnection on Frontier's network in
a LAT A at which the Parties interconnect for the exchange of traffic.
Where the Parties have agreed to convert existing One-Way
Interconnection Trunks to Two-Way Interconnection Trunks, at the
Joint Planning Meeting, the Parties shall also mutually agree on the
conversion process and project intervals for conversion of such One­
Way Interconnection Trunks to Two-Way Interconnection Trunks.
2.4.4 On a semi-annual basis, Onvoy shall submit a good faith forecast to
Frontier of the number of End Office and Tandem Two-Way
Interconnection Trunks that Onvoy anticipates that Frontier will need to
provide during the ensuing two (2) year period for the exchange of
traffic between Onvoy and Frontier. Onvoy's trunk forecasts shall
conform to the Frontier CMRS trunk forecasting guidelines as in effect
at that time.
Onvoy ID Generic Wireless Agreement 110716.doc 43
2.4.5 The Parties shall meet (telephonically or in person) from time to time,
as needed, to review data on End Office and Tandem Two-Way
Interconnection Trunks to determine the need for new trunk groups
and to plan any necessary changes in the number of Two-Way
Interconnection Trunks.
2.4.6 Two-Way Interconnection Trunks shall have SS7 Common Channel
Signaling. The Parties agree to utilize B8ZS and Extended Super
Frame (ESF) DS1 facilities, where available.
2.4.7 With respect to End-Office Two-Way Interconnection Trunks, both
Parties shall use an economic Centum Call Second (Hundred Call
Second) equal to five (5).
2.4.8 Two-Way Interconnection Trunk groups that connect to a Frontier
access Tandem shall be engineered using a design-blocking objective
of Neal-Wilkinson B.005 during the average time consistent busy hour.
Two-Way Interconnection Trunk groups that connect to a Frontier local
Tandem shall be engineered using a design-blocking objective of Neal
Wilkinson B.01 during the average time consistent busy hour. Frontier
and Onvoy shall engineer Two-Way Interconnection Trunks using
Telcordia Notes on the Networks SR-2275 (formerly known as BOC
Notes on the LEC Networks SR-TSV-002275).
2.4.9 The performance standard for final Two-Way Interconnection Trunk
groups shall be that no such Interconnection Trunk group will exceed
its design-blocking objective (B.005 or B.01, as applicable) for three
(3) consecutive calendar traffic study months.
2.4.10 Onvoy shall determine and order the number of Two-Way
Interconnection Trunks that are required to meet the applicable
design-blocking objective for all traffic carried on each Two-Way
Interconnection Trunk group. Onvoy shall order Two-Way
Interconnection Trunks by submitting ASRs to Frontier setting forth the
number of Two-Way Interconnection Trunks to be installed and the
requested installation dates within Frontier's effective standard
intervals or negotiated intervals, as appropriate. Onvoy shall complete
ASRs in accordance with OBF Guidelines as in effect from time to
time.
2.4.11 Frontier may (but shall not be obligated to) monitor Two-Way
Interconnection Trunk groups using service results for the applicable
design-blocking objective. If Frontier observes blocking in excess of
the applicable design objective on any Tandem Two-Way
Interconnection Trunk group and Onvoy has not notified Frontier that it
has corrected such blocking, Frontier may submit to Onvoy a Trunk
Group Service Request directing Onvoy to remedy the blocking. Upon
receipt of a Trunk Group Service Request, Onvoy will complete an
ASA to establish or augment the End Office Two-Way Interconnection
Trunk group(s), or, if mutually agreed, to augment the Tandem Two­
Way Interconnection Trunk group with excessive blocking and submit
the ASA to Frontier within five (5) Business Days.
2.4.12 The Parties will review all Tandem Two-Way Interconnection Trunk
groups that reach a utilization level of seventy percent (70%), or
greater, to determine whether those groups should be augmented.
Onvoy will promptly augment all Tandem Two-Way Interconnection
Onvoy ID Generic Wireless Agreement 110716.doc 44
2.4.13
2.4.14
Trunk groups that reach a utilization level of eighty percent (80%) by
submitting ASRs for additional trunks sufficient to attain a utilization
level of approximately seventy percent (70%), unless the Parties agree
that additional trunking is not required. For each Tandem Two-Way
Interconnection Trunk group with a utilization level of less than sixty
percent (60%), unless the Parties agree otherwise, Onvoy will
promptly submit ASRs to disconnect a sufficient number of
Interconnection Trunks to attain a utilization level of approximately
sixty percent (60%) for each respective group, unless the Parties
agree that the Two-Way Interconnection Trunks should not be
disconnected. In the event Onvoy fails to submit an ASA for Two-Way
Interconnection Trunks in conformance with this Section, Frontier may
bill Onvoy for the excess Interconnection Trunks at the applicable
Frontier rates.
Because Frontier will not be in control of when and how many Two­
Way Interconnection Trunks are established between its network and
Onvoy's network, Frontier's performance in connection with these
Two-Way Interconnection Trunk groups shall not be subject to any
performance measurements and remedies under this Agreement and,
except as otherwise required by Applicable Law, under any FCC or
Commission approved carrier-to-carrier performance assurance
guidelines or plan.
Onvoy will route its traffic to Frontier over the End Office and Tandem
Two-Way Interconnection Trunks in accordance with SR-TAP 000191,
including but not limited to those standards requiring that a call from
Onvoy to a Frontier End Office will first be routed to the End Office
Interconnection Trunk group between Onvoy and the Frontier End
Office.
3. [This Section Intentionally Left Blank]
4. Initiating Interconnection
4.1 If Onvoy determines to offer Telephone Exchange Services and to interconnect
with Frontier in any LATA in which Frontier also offers Telephone Exchange
Services, and in which the Parties are not already interconnected pursuant to this
Agreement, Onvoy shall provide written notice to Frontier of the need to establish
Interconnection in such LAT A pursuant to this Agreement.
4.2 The notice provided in Section 4.1 of this Attachment shall include (a) the initial
Routing Point(s); (b) the applicable technically feasible Point(s) of
Interconnection on Frontier's network to be established in the relevant LAT A, in
accordance with this Agreement; (c) Onvoy's intended Interconnection activation
date; and (d) a forecast of Onvoy's trunking requirements conforming to Section
14.2 of this Attachment; and (e) such other information as Frontier shall
reasonably request in order to facilitate Interconnection.
4.3 The Interconnection activation date in the new LATA shall be mutually agreed to
by the Parties after receipt by Frontier of all necessary information as indicated
above. Within ten (10) Business Days of Frontier's receipt of the Onvoy's notice
provided for in Section 4.1 of this Attachment, Frontier and Onvoy shall confirm
the technically feasible Point of Interconnection on Frontier's network in the new
LATA and the mutually agreed upon Interconnection activation date for the new
LATA.
Onvoy ID Generic Wireless Agreement 110716.doc 45
5. Transmission and Routing of Telephone Exchange Service Traffic
5.1 Scope of Traffic.
Section 5 prescribes parameters for Interconnection Trunks used for
Interconnection pursuant to Sections 2 through 4 of this Attachment.
5.2 Trunk Group Connections and Ordering.
5.2.1 If Onvoy wishes to use a technically feasible interface other than a
DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable
terms and conditions (including, without limitation, rates and
implementation timeframes) for such arrangement; and, if the Parties
cannot agree to such terms and conditions (including, without
limitation, rates and implementation timeframes), either Party may
utilize the Agreement's dispute resolution procedures.
5.2.2 When Two-Way Interconnection Trunks are provisioned using a DS3
interface facility, if Onvoy orders the multiplexed DS3 facilities to a
Frontier Central Office that is not designated in the NECA 4 Tariff as
the appropriate Intermediate Hub location (i.e., the Intermediate Hub
location in the appropriate Tandem subtending area based on the
LERG), and the provision of such facilities to the subject Central Office
is technically feasible, the Parties shall negotiate in good faith
reasonable terms and conditions (including, without limitation, rates
and implementation timeframes) for such arrangement; and, if the
Parties cannot agree to such terms and conditions (including, without
limitation, rates and implementation timeframes), either Party may
utilize the Agreement's dispute resolution procedures.
5.2.3 When SS7 signaling is not used, unless mutually agreed to by both
Parties, each Party will outpulse ten (10) digits to the other Party.
5.2.4 Each Party will use commercially reasonable efforts to monitor trunk
groups under its control and to augment those groups using generally
accepted trunk-engineering standards so as to not exceed blocking
objectives. Each Party agrees to use modular trunk engineering
techniques for trunks subject to this Attachment.
5.3 Switching System Hierarchy and Trunking Requirements.
For purposes of routing Onvoy traffic to Frontier, the subtending arrangements
between Frontier Tandem Switches and Frontier End Office Switches shall be
the same as the Tandem/End Office subtending arrangements that Frontier
maintains for the routing of its own or other carriers' traffic (i.e., traffic will be
routed to the appropriate Frontier Tandem subtended by the terminating End
Office serving the Frontier Customer). For purposes of routing Frontier traffic to
Onvoy the subtending arrangements between Onvoy Tandem Switches and
Onvoy End Office Switches shall be the same as the Tandem/End Office
subtending arrangements which Onvoy maintains for the routing of its own or
other carriers' traffic.
5.4 Signaling.
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Onvoy ID Generic Wireless Agreement 110716.doc 46
Party's traffic in accordance with the provisions of this Agreement and any
applicable Tariff.
5.5 Grades of Service.
The Parties shall initially engineer and shall monitor and augment all trunk
groups consistent with the Joint Process as set forth in Section 14.1 of this
Attachment.
6. Trunking Measurement and Billing Over Interconnection Trunks
6.1 For billing purposes, each Party shall pass Calling Party Number (CPN)
information on at least ninety-five percent (95%} of calls carried over the
Interconnection Trunks.
6.1.1 As used in this Section 6, "Traffic Rate" means the applicable
Reciprocal Compensation Traffic rate, Measured Internet Traffic rate,
intrastate Switched Exchange Access Service rate, interstate Switched
Exchange Access Service rate, or intrastate/interstate Tandem Transit
Traffic rate, as provided in the Pricing Attachment, an applicable Tariff,
or, tor Measured Internet Traffic, the FCC Internet Orders.
6.1.2 It the originating Party passes CPN on ninety-five percent (95%) or
more of its calls, the receiving Party shall bill the originating Party the
Traffic Rate applicable to each relevant minute of traffic tor which CPN
is passed. For any remaining (up to 5%} calls without CPN
information, the receiving Party shall bill the originating Party tor such
traffic at the Traffic Rate applicable to each relevant minute of traffic in
direct proportion to the minutes of use of calls passed with CPN
information.
6.1 .3 It the originating Party passes CPN on less than ninety-five percent
(95%} of its calls and the originating Party chooses to combine
Reciprocal Compensation Traffic and lnterMTA Traffic on the same
trunk group, the receiving Party shall bill the higher of its interstate
Switched Exchange Access Service rates or its intrastate Switched
Exchange Access Services rates tor all traffic that is passed without
CPN unless the Parties agree that other rates should apply to such
traffic.
6.2 At such time as a receiving Party has the capability, on an automated basis, to
use such CPN to classify traffic delivered over Interconnection Trunks by the
other Party by Traffic Rate type (e.g. Reciprocal Compensation Traffic/Measured
Internet Traffic, intrastate Switched Exchange Access Service, interstate
Switched Exchange Access Service, or intrastate/interstate Tandem Transit
Traffic), such receiving Party shall bill the originating Party the Traffic Rate
applicable to each relevant minute of traffic tor which CPN is passed. It the
receiving Party lacks the capability, on an automated basis, to use CPN
information to classify on an automated basis to classify traffic delivered by the
other Party by Traffic Rate type, the originating Party will supply Traffic Factor 1
and Traffic Factor 2. The Traffic Factors shall be supplied in writing by the
originating Party within thirty (30) days of the Effective Date and shall be updated
in writing by the originating Party quarterly. Measurement of billing minutes tor
purposes of determining terminating compensation shall be in conversation
seconds (the time in seconds that the Parties equipment is used tor a completed
call, measured from the receipt of answer supervision to the receipt of disconnect
supervision). Measurement of billing minutes tor originating toll free service
Onvoy ID Generic Wireless Agreement 110716.doc 47
access code (e.g., 800/888/877) calls shall be in accordance with applicable
Tariffs. Determination as to whether traffic is Reciprocal Compensation Traffic or
Measured Internet Traffic shall be made in accordance with Paragraphs 8 and
79, and other applicable provisions, of the April 18, 2001 FCC Internet Order
(including, but not limited to, in accordance with the rebuttable presumption
established by the April 18, 2001 FCC Internet Order that traffic delivered to a
carrier that exceeds a 3:1 ratio of terminating to originating traffic is Measured
Internet Traffic, and in accordance with the process established by the April 18,
2001 FCC Internet Order for rebutting such presumption before the
Commission), as modified by the November 5, 2008 FCC Internet Order and
other applicable FCC orders and FCC Regulations.
6.3 Each Party reserves the right to audit all Traffic, up to a maximum of two audits
per Calendar Year, to ensure that rates are being applied appropriately;
provided, however, that either Party shall have the right to conduct additional
audit(s) if the preceding audit disclosed material errors or discrepancies. Each
Party agrees to provide the necessary Traffic data in conjunction with any such
audit in a timely manner.
6.4 Nothing in this Agreement shall be construed to limit either Party's ability to
designate the areas within which that Party's Customers may make calls which
that Party rates as "local" in its Customer Tariffs.
6.5 If and, to the extent that, a Onvoy Customer receives V/FX Traffic, Onvoy shall
promptly provide notice thereof to Frontier (such notice to include, without
limitation, the specific telephone number(s) that the Customer uses for V/FX
Traffic, as well as the LATA in which the Customer's station is actually physically
located) and shall not bill Frontier Reciprocal Compensation, intercarrier
compensation or any other charges for calls placed by Frontier's Customers to
such Onvoy Customers.
7. Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the Act
7.1 Reciprocal Compensation
The Parties shall exchange Reciprocal Compensation Traffic at the technically
feasible Point(s) of Interconnection on Frontier's network in a LAT A designated in
accordance with the terms of this Agreement. The Party originating Reciprocal
Compensation Traffic shall compensate the terminating Party for the transport
and termination of such traffic to its Customer in accordance with Section
251(b)(5) of the Act at the equal and symmetrical rates stated in the Pricing
Attachment; it being understood and agreed that Frontier shall charge (and
Onvoy shall pay Frontier) the End Office Reciprocal Compensation rate set forth
in the Pricing Attachment for Reciprocal Compensation Traffic Onvoy physically
delivers to a POI at the Frontier Wire Center in which the terminating Frontier
End Office is located, and otherwise that Frontier shall charge (Onvoy shall pay
Frontier) the Tandem Reciprocal Compensation rate set forth in the Pricing
Attachment for Reciprocal Compensation Traffic Onvoy delivers to Frontier; it
also being understood and agreed that Onvoy shall charge (and Frontier shall
pay Onvoy) the End Office Reciprocal Compensation rate set forth in the Pricing
Attachment for Reciprocal Compensation Traffic Frontier delivers to Onvoy,
unless Frontier is required under Applicable Law to pay the Tandem Reciprocal
Compensation rate set forth in the Pricing Attachment. These rates are to be
applied at the technically feasible Point(s) of Interconnection on Frontier's
network in a LAT A at which the Parties interconnect, whether such traffic is
delivered by Frontier for termination by Onvoy, or delivered by Onvoy for
termination by Frontier. No additional charges shall be assessed by the
Onvoy ID Generic Wireless Agreement 110716.doc 48
terminating Party for the transport and termination of such traffic from the
technically feasible Point(s) of Interconnection on Frontier's network in a LATA to
its Customer; provided, however, for the avoidance of any doubt, Onvoy shall
also pay Frontier, at the rates set forth in the Pricing Attachment, for any
multiplexing, cross connects or other Collocation related Services that Onvoy
obtains from Frontier. When such Reciprocal Compensation Traffic is delivered
over the same Interconnection Trunks as lnterMTA Traffic, any port, transport or
other applicable access charges related to the delivery of lnterMTA Traffic from
the technically feasible Point of Interconnection on Frontier's network in a LAT A
to the terminating Party's Customer shall be prorated so as to apply only to the
lnterMTA Traffic. The designation of traffic as Reciprocal Compensation Traffic
for purposes of Reciprocal Compensation shall be based on the actual
originating and terminating points of the complete end-to-end communication.
7.2 Traffic Not Subject to Reciprocal Compensation.
7.2.1 Reciprocal Compensation shall not apply to interstate or intrastate
Exchange Access (including, without limitation, Virtual Foreign
Exchange Traffic (i.e., V/FX Traffic,) Information Access, or exchange
services for Exchange Access or Information Access.
7.2.2 Reciprocal Compensation shall not apply to Internet Traffic.
7.2.3 Reciprocal Compensation shall not apply to lnterMTA Traffic,
including, but not limited to, calls originated on a 1 + presubscription
basis, or on a casual dialed (10XXX/101XXXX) basis.
7.2.4 Reciprocal Compensation shall not apply to special access, private
line, or any other traffic that is not switched by the terminating Party.
7.2.5 Reciprocal Compensation shall not apply to Tandem Transit Traffic.
7.2.6 Reciprocal Compensation shall not apply to Voice Information Service
Traffic (as defined in Section 5 of the Additional Services Attachment).
7.2.7 Reciprocal Compensation shall not apply to traffic that is not subject to
Reciprocal Compensation under Section 251 (b)(5) of the Act.
7.2.8 Reciprocal Compensation shall not apply to Virtual Foreign Exchange
Traffic (i.e., V/FX Traffic). As used in this Agreement, "Virtual Foreign
Exchange Traffic" or "V/FX Traffic" is defined as calls in which a Onvoy
Customer is assigned a telephone number with an NXX Code (as set
forth in the LERG) associated with an exchange that is different than
the exchange (as set forth in the LERG) associated with the actual
physical location of such Customer's station. For the avoidance of any
doubt, Onvoy shall pay Frontier's originating access charges for all
V/FX Traffic originated by a Frontier Customer, and Onvoy shall pay
Frontier's terminating access charges for all V/FX Traffic originated by
a Onvoy Customer.
7.2.9 Reciprocal Compensation shall not apply to traffic terminated over a
Frontier Auxiliary Connection to a Frontier End Office. Onvoy will
compensate Frontier at the applicable Frontier Tariff rates for the
service. Onvoy is solely responsible for the cost of the interconnection
facility used for the Auxiliary Connection.
Onvoy ID Generic Wireless Agreement 110716.doc 49
7.2.10 The Reciprocal Compensation rates (including, but not limited to, the
Reciprocal Compensation per minute of use charges) billed by Onvoy
to Frontier shall not exceed the Reciprocal Compensation rates
(including, but not limited to, Reciprocal Compensation per minute of
use charges) billed by Frontier to Onvoy.
7.3 Transition and Implementation. If any existing interconnection arrangements
between the Parties are not in compliance with the requirements of this
Agreement, Onvoy will use commercially reasonable efforts to bring all such
arrangements into compliance with the terms and conditions of this Agreement
within six (6) months of the Effective Date of this Agreement or within whatever
other period is mutually agreed to by the Parties.
8. Other Types of Traffic
8.1 Notwithstanding any other provision of this Agreement or any Tariff: (a) the
Parties' rights and obligations with respect to any intercarrier compensation that
may be due in connection with their exchange of Internet Traffic shall be
governed by the terms of the FCC Internet Orders and other applicable FCC
orders and FCC Regulations; and, (b) a Party shall not be obligated to pay any
intercarrier compensation for Internet Traffic that is in excess of the intercarrier
compensation for Internet Traffic that such Party is required to pay under the
FCC Internet Orders and other applicable FCC orders and FCC Regulations.
8.2 Subject to Section 8.1 of this Attachment, interstate and intrastate Exchange
Access, Information Access, exchange services for Exchange Access or
Information Access, and lnterMT A Traffic shall be governed by the applicable
provisions of this Agreement and applicable Tariffs.
8.3 For any traffic originating with a third party carrier and delivered by Onvoy to
Frontier, Onvoy shall pay Frontier the same amount that such third party carrier
would have been obligated to pay Frontier for termination of that traffic at the
location the traffic is delivered to Frontier by Onvoy.
8.4 Any traffic not specifically addressed in this Agreement shall be treated as
required by the applicable Tariff of the Party transporting and/or terminating the
traffic.
8.5 The Parties may also exchange Internet Traffic at the technically feasible Point(s)
of Interconnection on Frontier's network in a LATA established hereunder for the
exchange of Reciprocal Compensation Traffic. Any intercarrier compensation
that may be due in connection with the Parties' exchange of Internet Traffic shall
be applied at such technically feasible Point of Interconnection on Frontier's
network in a LATA in accordance with the FCC Internet Orders and other
applicable FCC orders and FCC Regulations.
9. Transmission and Routing of Exchange Access Traffic Pursuant to 251(c)(2)
9.1 Scope of Traffic.
Section 9 prescribes parameters for certain trunks to be established over the
Interconnections specified in Sections 2 through 5 of this Attachment for the
transmission and routing of traffic between Onvoy Customers and lnterexchange
Carriers ("Access Toll Connecting Trunks"), in any case where Onvoy elects to
have its End Office Switch subtend a Frontier access Tandem. This includes
casually-dialed ( 101 OXXX and 101 XXXX) traffic.
Onvoy ID Generic Wireless Agreement 110716.doc 50
9.2 Access Toll Connecting Trunk Group Architecture.
9.2.1 If Onvoy chooses to subtend a Frontier access Tandem then Onvoy's
NPA/NXX must be assigned by Onvoy to subtend the same Frontier
access Tandem that a Frontier NPA/NXX serving the same Rate
Center Area subtends as identified in the LERG.
9.2.2 Onvoy shall establish Access Toll Connecting Trunks pursuant to
applicable access Tariffs by which it will provide Tandem transported
Switched Exchange Access Services to lnterexchange Carriers to
enable such lnterexchange Carriers to originate and terminate traffic to
and from Onvoy's Customers.
9.2.3 The Access Toll Connecting Trunks shall be two-way trunks. Such
trunks shall connect the End Office Onvoy utilizes to provide service
and Switched Exchange Access to its Customers in a given LATA to
the access Tandem(s) Frontier utilizes to provide Exchange Access in
such LATA.
9.2.4 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Onvoy's
Customers to connect to or be connected to the interexchange trunks
of any lnterexchange Carrier that is connected to a Frontier access
Tandem.
10. Meet-Point Billing (MPB) Arrangements
10.1 Onvoy and Frontier will establish MPS arrangements in order to provide a
common transport option to Switched Exchanged Access Services Customers
via a Frontier access Tandem Switch in accordance with the MPS guidelines
contained in the OBF's MECAB and MECOD documents, except as modified
herein, and in Frontier's applicable Tariffs. The arrangements described in this
Section 10 are intended to be used to provide Switched Exchange Access
Service, where the transport component of the Switched Exchange Access
Service is routed through an access Tandem Switch that is provided by Frontier.
10.2 In each LAT A, the Parties shall establish MPS arrangements for the applicable
Routing Point/Frontier Serving Wire Center combinations.
10.3 Interconnection for the MPS arrangement shall occur at each of the Frontier
access Tandems in the LATA, unless otherwise agreed to by the Parties.
10.4 Onvoy and Frontier will use reasonable efforts, individually and collectively, to
maintain provisions in their respective state access Tariffs, and/or provisions
within the National Exchange Carrier Association (NECA) Tariff No. 4, or any
successor Tariff sufficient to reflect the MPS arrangements established pursuant
to this Agreement.
10.5 In general, there are four alternative MPS arrangements possible, which are:
Single Bill/Single Tariff, Multiple Bill/Single Tariff, Multiple Bill/Multiple Tariff and
Single Bill/Multiple Tariff, as outlined in the OBF MECAB Guidelines.
10.6 Each Party shall implement the "Multiple Bill/Multiple Tariff" option, in order to bill
an IXC for the portion of the MPS arrangement provided by that party.
Alternatively, in former Bell Atlantic service areas, upon agreement of the Parties,
each Party may use the Idaho State Access Pool on its behalf to implement
Single Bill/Multiple Tariff or Single Bill/Single Tariff option, as appropriate, in
Onvoy ID Generic Wireless Agreement 110716.doc 51
order to bill an IXC for the portion of the MPB arrangement provided by that
Party.
10.7 The rates to be billed by each Party for the portion of the MPB arrangement
provided by it shall be as set forth in that Party's applicable Tariffs, or other
document that contains the terms under which that Party's access services are
ottered. For each Onvoy Routing Point/Frontier Serving Wire Center
combination, the MPB billing percentages tor transport between the Onvoy
Routing Point and the Frontier Serving Wire Center shall be calculated in
accordance with the formula set forth in Section 10.18 of this Attachment.
10.8 Each Party shall provide the other Party with the billing name, billing address,
Carrier Identification Code (CIC) of the IXC, and identification of the Frontier Wire
Center serving the IXC in order to comply with the MPB notification process as
outlined in the MECAB document.
10.9 Frontier shall provide Onvoy with the Terminating Switched Access Detail Usage
Data (EMI category 1101XX records) recorded at the Frontier access Tandem on
cartridge or via such other media as the Parties may agree to, no later than ten
(10) Business Days after the date the usage occurred.
10.10 Onvoy shall provide Frontier with the Originating Switched Access Detail Usage
Data (EMI category 1101 XXrecords) on cartridge or via such other media as the
Parties may agree, no later than ten (10) Business Days after the date the usage
occurred.
10.11 Intentionally Lett Blank.
10.12 Onvoy and Frontier shall coordinate and exchange the billing account reference
(BAR) and billing account cross reference (BACR) numbers or Operating
Company Number (OCN), as appropriate, tor the MPB arrangement described in
this Section 10. Each Party shall notify the other if the level of billing or other
BAR/BACR elements change, resulting in a new BAR/BACR number, or it the
OCN changes.
10.13 Each Party agrees to provide the other Party with notification of any errors it
discovers in MPB data within thirty (30) calendar days of the receipt of the
original data. The other Party shall attempt to correct the error and resubmit the
date within ten (1 O) Business Days of the notification. In the event the errors
cannot be corrected within such ten (1 O) Business Day period, the erroneous
data will be considered lost. In the event of a loss of data, whether due to
uncorrectable errors or otherwise, both Parties shall cooperate to reconstruct the
lost data and, if such reconstruction is not possible, shall accept a reasonable
estimate of the lost data based upon prior usage data.
10.14 Either Party may request a review or audit of the various components of access
recording up to a maximum of two (2) audits per Calendar Year. All costs
associated with each review and audit shall be borne by the requesting Party.
Such review or audit shall be conducted subject to Section 7 of the General
Terms and Conditions and during regular business hours. A Party may conduct
additional audits, at its expense, upon the other Party's consent, which consent
shall not be unreasonably withheld.
10.15 Except as expressly set forth in this Agreement, nothing contained in this Section
10 shall create any liability for damages, losses, Claims, costs, injuries, expenses
or other liabilities whatsoever on the part of either Party.
Onvoy ID Generic Wireless Agreement 110716.doc 52
10.16 MPS will apply for all traffic bearing the 500, 900, toll free service access code
(e.g. 800/888/877) (to the extent provided by an IXC) or any other non­
geographic NPA which may be likewise designated for such traffic in the future.
10.17 In the event Onvoy determines to offer Telephone Exchange Service and
Exchange Access in a LATA in which Frontier operates an access Tandem
Switch, Frontier shall permit and enable Onvoy to subtend the Frontier Tandem
Switch(es) designated for the Frontier End Offices in the area where there are
located Onvoy Routing Point(s) associated with the NPA NXX(s) to/from which
the Switched Exchange Access Services are homed.
10.18 Except as otherwise mutually agreed by the Parties, the MPS billing percentages
for each Routing Point/Frontier Serving Wire Center combination shall be
calculated according to the following formula:
a/(a+b)
and
b/(a+b)
where:
=
=
Onvoy Billing Percentage
Frontier Billing Percentage
a = the airline mileage between the Routing Point and the
actual point of interconnection for the MPS arrangement; and
b = the airline mileage between the Frontier serving Wire
Center and the actual point of interconnection for the MPS arrangement.
10.19 Onvoy shall inform Frontier of the LAT A in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement. Within ten (10) Business Days of Onvoy's delivery
of notice to Frontier, Frontier and Onvoy shall confirm the Routing Point/Frontier
Serving Wire Center combination and billing percentages.
11. Toll Free Service Access Code (e.g., 800/888/877) Traffic
The following terms shall apply when either Party delivers toll free service access code
(e.g., 800/888/877) ("8YY'') calls to the other Party. For the purposes of this Section 11,
the terms "translated" and "untranslated" refers to those toll free service access code
calls that have been queried ("translated") or have not been queried ("untranslated") to
an 8YY database. Except as otherwise agreed to by the Parties, all Onvoy originating
"untranslated" 8YY traffic will be routed over a separate Interconnection Trunk group.
11.1 When Onvoy delivers translated 8YYcalls to Frontier for completion
11.1.1 to an IXC, Onvoy shall:
11.1.2
11.1.1.1 provide an appropriate EMI record to Frontier for processing
and Meet Point Billing in accordance with Section 10 of this
Attachment; and
11.1.1 .2 bill the IXC the Onvoy query charge associated with the
call.
to Frontier or another LEC that is a toll free service access code
service provider in the LATA, Onvoy shall:
Onvoy ID Generic Wireless Agreement 110716.doc 53
11.1.2.1 provide an appropriate EMI record to the toll free service
access code service provider; and
11.1.2.2 bill to the toll free service access code service provider the
Onvoy's Tariffed Feature Group D (FGD) Switched
Exchange Access or Reciprocal Compensation rates, as
applicable, and the Onvoy query charge; and
11 .1.2.3 Frontier shall bill applicable Tandem Transit Service
charges and associated pass-through charges to Onvoy.
11 .2 When Frontier performs the query and delivers translated BYY calls, originated
by Frontier's or another LEC's Customer
11.2.1 to Onvoy in its capacity as a toll free service access code service
provider, Frontier shall:
11 .2.1.1 bill Onvoy the Frontier query charge associated with the call
as specified in the Pricing Attachment; and
11.2.1.2 provide an appropriate EMI record to Onvoy; and
11.2.1.3 bill Onvoy Frontier's Tariffed FGD Switched Exchange
Access or Reciprocal Compensation rates as applicable.
11 .3 When Onvoy delivers untranslated 8YY calls to Frontier for completion
11.3.1
11 .3.2
to an IXC, Frontier shall:
11.3.1.1 query the call and route the call to the appropriate IXC; and
11 .3.1.2 provide an appropriate EMI record to Onvoy to facilitate
billing to the IXC; and
11 .3.1.3 bill the IXC the Frontier query charge associated with the
call and any other applicable Frontier charges.
to Frontier or another LEC that is a toll free service access code
service provider in the LATA, Frontier shall:
11.3.2.1 query the call and route to the appropriate LEC toll free
service access code service provider; and
11 .3.2.2 provide an appropriate EMI record to Onvoy to facilitate
billing to the LEC toll free service access code service
provider; and
11.3.2.3 bill the LEC toll free service access code service provider
the query charge associated with the call and any other
applicable Frontier charges.
11.4 Frontier will not direct untranslated toll free service access code call to Onvoy.
12. Tandem Transit Traffic
12.1 As used in this Section 12, Tandem Transit Traffic is Telephone Exchange
Service traffic that originates on Onvoy's network, and is transported through a
Frontier Tandem to the Central Office of a CMRS, ILEC other than Frontier,
Onvoy ID Generic Wireless Agreement 110716.doc 54
Commercial Mobile Radio Service (CMRS) carrier, or other LEG, that subtends
the relevant Frontier Tandem to which Onvoy delivers such traffic. Neither the
originating nor terminating Customer is a Customer of Frontier. Subtending
Central Offices shall be determined in accordance with and as identified in the
Local Exchange Routing Guide (LERG). Switched Exchange Access Service
traffic is not Tandem Transit Traffic.
12.2 Tandem Transit Traffic Service provides Onvoy with the transport of Tandem
Transit Traffic as provided below.
12.3 Tandem Transit Traffic may be routed over the Interconnection Trunks described
in Sections 2 through 6 of this Attachment. Onvoy shall deliver each Tandem
Transit Traffic call to Frontier with CCS and the appropriate Transactional
Capabilities Application Part (TCAP) message to facilitate full interoperability of
CLASS Features and billing functions.
12.4 Onvoy shall exercise its best efforts to enter into a reciprocal Telephone
Exchange Service traffic arrangement (either via written agreement or mutual
Tariffs) with any CMRS, ILEC, CMRS carrier, or other LEG, to which it delivers
Telephone Exchange Service traffic that transits Frontier's Tandem Office. If
Onvoy does not enter into and provide notice to Frontier of the above referenced
arrangement within 180 days of the initial traffic exchange with relevant third
party carriers, then Onvoy will pay a monthly "Transit Service Billing Fee", as set
forth in the Pricing Attachment, in addition to the Tandem Transit Traffic Service
charges set forth in the Pricing Attachment.
12.5 Onvoy shall pay Frontier for Transit Service that Onvoy originates at the rate
specified in the Pricing Attachment. Frontier reserves the right to assess to
Onvoy any additional charges or costs the receiving CMRS, ILEC, CMRS carrier,
or other LEG, imposes or levies on Frontier for the delivery or termination of such
traffic, including any Switched Exchange Access Service charges. Payment of
any terminating charges (access or otherwise) is the responsibility of Onvoy.
12.6 Except as set forth in this Section 12.6, Frontier will not provide Tandem Transit
Traffic Service for Tandem Transit Traffic volumes that exceed the CCS busy
hour equivalent of 200,000 combined minutes of use to a particular CMRS, ITC,
CMRS carrier or other LEG for any month (the "Threshold Level"). At such time
that Onvoy's Tandem Transit Traffic exceeds the Threshold Level, upon receipt
of a written request from Onvoy Frontier shall continue to provide Tandem
Transit Service to Onvoy (for the carrier in respect to which the Threshold Level
has been reached) for a period equal to sixty (60) days after the date upon which
the Threshold Level was reached for the subject carrier (the "Transition Period").
During the Transition Period, in addition to any and all Tandem Transit Traffic
rates and charges as provided in Section 12.5 hereof, Onvoy shall pay Frontier
(a) a monthly "Transit Service Trunking Charge" for each subject carrier, as set
forth in the Pricing Attachment, and (b) a monthly "Transit Service Billing Fee", as
set forth in the Pricing Attachment. Upon Onvoy's receipt of Frontier's notice that
the Threshold Level has been reached with respect to a specific carrier, Onvoy
shall exercise its best efforts to enter into a reciprocal Telephone Exchange
Service traffic agreement with such carrier for the purpose of seeking direct
interconnection. If Frontier believes that Onvoy has not exercised good faith
efforts promptly to obtain such agreement, Frontier may use the Dispute
Resolution processes of this Agreement. If, at the end of the Transition Period
Frontier does not terminate the Transit Traffic Service to Onvoy, Onvoy shall
continue to pay Frontier (i) a monthly "Transit Service Trunking Charge" for each
subject carrier, as set forth in the Pricing Attachment, and (ii) a monthly "Transit
Service Billing Fee", as set forth in the Pricing Attachment.
Onvoy ID Generic Wireless Agreement 110716.doc 55
12.7 If or when a third party carrier's Central Office subtends a Onvoy Central Office,
then Onvoy shall offer to Frontier a service arrangement equivalent to or the
same as Tandem Transit Service provided by Frontier to Onvoy as defined in this
Section 12 such that Frontier may terminate calls to a Central Office of a CMRS,
ILEC, CMRS carrier, or other LEG, that subtends a Onvoy Central Office
("Reciprocal Tandem Transit Service"). Onvoy shall offer such Reciprocal Transit
Service arrangements under terms and conditions no less favorable than those
provided in this Section 12.
12.8 Neither Party shall take any actions to prevent the other Party from entering into
a direct and reciprocal Telephone Exchange Service traffic exchange agreement
with any carrier to which it originates, or from which it terminates, traffic.
13. Number Resources, Rate Centers Areas and Rating Points
13.1 Nothing in this Agreement shall be construed to limit or otherwise adversely
affect in any manner either Party's right to employ or to request and be assigned
any Central Office Codes ("NXX") pursuant to the Central Office Code
Assignment Guidelines and any relevant FCC or Commission orders, as may be
amended from time to time, or to establish, by Tariff or otherwise, Rate Centers
Areas and Rating Points corresponding to such NXX codes.
13.2 It shall be the responsibility of each Party to program and update its own
switches and network systems in accordance with information provided on ASRs
as well as the LERG in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Except as expressly set forth herein, neither
Party shall impose any fees or charges whatsoever on the other Party for such
activities.
13.3 Unless otherwise required by Commission order, the Rate Center Areas will be
the same for each Party. During the term of this Agreement, Onvoy shall adopt
the Rate Center Area and Rate Center Points that the Commission has approved
for Frontier within the LATA and Tandem serving area. Onvoy shall assign whole
NPA-NXX codes to each Rate Center Area unless otherwise ordered by the
FCC, the Commission or another governmental entity of appropriate jurisdiction,
or the LEG industry adopts alternative methods of utilizing NXXs.
13.4 Onvoy will also designate a Routing Point for each assigned NXX code. Onvoy
shall designate one location for each Rate Center Area in which the Onvoy has
established NXX code(s) as the Routing Point for the NPA-NXXs associated with
that Rate Center Area, and such Routing Point shall be within the same LATA as
the Rate Center Area but not necessarily within the Rate Center Area itself.
Unless specified otherwise, subsequent NXXs of Onvoy will be routed in the
same manner as Onvoy's initial NXXs.
13.5 Notwithstanding anything to the contrary contained herein, nothing in this
Agreement is intended, and nothing in this Agreement shall be construed, to in
any way constrain Onvoy's choices regarding the size of the local calling area(s)
that Onvoy may establish for its Customers, which local calling areas may be
larger than, smaller than, or identical to Frontier's local calling areas.
14. Joint Network Implementation and Grooming Process; and Installation,
Maintenance, Testing and Repair
14.1 Joint Network Implementation and Grooming Process.
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Upon request of either Party, the Parties shall jointly develop an implementation and grooming
process (the "Joint Grooming Process" or "Joint Process") which may define and detail, inter alia:
14.1.1 standards to ensure that Interconnection Trunks experience a grade of
service, availability and quality which is comparable to that achieved
on interoffice trunks within Frontier's network and in accord with all
appropriate relevant industry-accepted quality, reliability and
availability standards. Except as otherwise stated in this Agreement,
trunks provided by either Party for Interconnection Services will be
engineered using a design-blocking objective of B.01.
14.1.2
14.1.3
14.1.4
14.1.5
the respective duties and responsibilities of the Parties with respect to
the administration and maintenance of the trunk groups, including, but
not limited to, standards and procedures for notification and
discoveries of trunk disconnects;
disaster recovery provision escalations;
additional technically feasible Points of Interconnection on Frontier's
network in a LATA as provided in Section 2 of this Attachment; and
such other matters as the Parties may agree, including, e.g., End
Office to End Office high usage trunks as good engineering practices
may dictate.
14.2 Trunk Forecasting Requirements.
14.2.1
14.2.2
14.2.3
Initial Trunk Forecast Requirements. At least ninety (90) days before
initiating interconnection in a LAT A, Onvoy shall provide Frontier a two
(2)-year traffic forecast that complies with the Frontier Interconnection
Trunking Forecast Guide, as revised from time to time. This initial
traffic forecast will provide the amount of traffic to be delivered to and
from Frontier over each of the Interconnection Trunk groups in the
LAT A over the next eight (8) quarters.
Ongoing Trunk Forecast Requirements. Where the Parties have
already established interconnection in a LAT A, Onvoy shall provide a
new or revised traffic forecast that complies with the Frontier
Interconnection Trunking Forecast Guide when Onvoy develops plans
or becomes aware of information that will materially affect the Parties'
interconnection in that LATA. Instances that require a new or revised
forecast include, but are not limited to: (i) Onvoy plans to deploy a new
switch; (ii) Onvoy plans to implement a new POI or network
architecture; (iii) Onvoy plans to rearrange its network; (iv) Onvoy
plans to convert a One-Way Interconnection Trunk group to a Two­
Way Interconnection Trunk group; (v) Onvoy expects a significant
change in interconnection traffic volume. In addition, upon request by
either Party, the Parties shall meet to: (i) review traffic and usage data
on End Office and Tandem Interconnection Trunk groups and (ii)
determine whether the Parties should establish new Interconnection
Trunk groups, augment existing Interconnection Trunk groups, or
disconnect existing Interconnection Trunks and/or Interconnection
Trunk groups.
Use of Trunk Forecasts. Trunk forecasts provided pursuant to this
Agreement are not binding on Onvoy or Frontier.
15. Good Faith Performance
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If and, to the extent that, Frontier, prior to the Effective Date of this Agreement, has not
provided in the State of Idaho a Service offered under this Attachment, Frontier reserves
the right to negotiate in good faith with Onvoy 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.
Onvoy ID Generic Wireless Agreement 110716.doc 58
COLLOCATION ATTACHMENT
1. Frontier's Provision of Collocation
Frontier shall provide to Onvoy, in accordance with this Agreement, Frontier's applicable
federal and state Tariffs and the requirements of Applicable Law, Collocation for the
purpose of facilitating Onvoy's interconnection with Frontier under 47 U.S.C. § 251 (c)(2);
provided, that notwithstanding any other provision of this Agreement or a Tariff, Frontier
shall be obligated to provide Collocation to Onvoy only to the extent required by
Applicable Law and may decline to provide Collocation to Onvoy to the extent that
provision of Collocation is not required by Applicable Law. Notwithstanding any other
provision of this Agreement or a Tariff, nothing in this Agreement or a Tariff shall be
deemed to require Frontier to provide (and, for the avoidance of any doubt, Frontier may
decline to provide and/or cease providing) Collocation that, if provided by Frontier, would
be used by Onvoy to obtain unbundled access to any network element: (a) that Frontier
is not required to unbundle under 47 U.S.C. § 251 (c)(3) or (b) that Frontier is not required
to unbundle under 47 C.F.R. Part 51.
Onvoy ID Generic Wireless Agreement 110716.doc 59
911 WIRELESS ATTACHMENT
1. 911/E-911 Arrangements for CMRS Not Constituting Fixed Wireless Services
1.1 911/E-911 arrangements provide a caller access to the appropriate PSAP by
dialing the 3-digit universal telephone number "911" on a wireless handset.
Frontier provides and maintains such equipment and software at the 911/E-911
Tandem Office(s)/Selective Router(s), Frontier interface point(s) and the ALI
Database as necessary for 911/E-911 Calls in areas where Frontier is the
designated 911/E-911 Service Provider in the State.
1.2 The terms and conditions of this Section apply to the provision of 911 /E-911
Services by Frontier to Onvoy for CMRS services in the State and do not apply to
Fixed Wireless Services or any other services. Notwithstanding any other
provision of this Section or otherwise, these provisions shall apply only in those
jurisdictions in which Frontier is the designated 911 /E-911 Service Provider at
such time as Onvoy notifies Frontier that it has received notification from the
Controlling 911 Authority to begin providing Phase II wireless services within the
jurisdiction and only so long as Frontier remains the designated 911/E-911
Service Provider therein.
1.3 Frontier shall have no obligation to provide 911/E-911 Services pursuant to this
911 Wireless Attachment prior to its receipt of the notice referenced in Section
1.2 of this Attachment.
1.4 Frontier shall make the following information available to Onvoy to the extent
permitted by Applicable Law. Such information is provided at the Frontier
Partners Solutions website (formerly referred to as the Frontier wholesale
website) or at such other site with respect to which Frontier provides notice:
1.4.1 a listing of the CLLI code (and SS7 point code when applicable) of
each 911/E-911 Tandem Office(s)/Selective Router(s) and associated
geographic location served for areas where Frontier is the designated
911/E-911 Service Provider;
1.4.2 a listing of appropriate Frontier contact telephone numbers and
organizations that currently have responsibility for operations and
support of Frontier's 911/E-911 network and ALI Database systems;
and
1.4.3 where Frontier maintains a Master Street Address Guide (MSAG) on
behalf of the Controlling 911 Authority, a complete copy of such MSAG
annually upon written request for each county within the LATA(s) in
the State, were Onvoy is providing CMRS services, provided that
Frontier is permitted to do so by the Controlling 911 Authority.
2. ALI Database
2.1 Information regarding the ALI Database is provided at the Frontier North Central
website or at such other site with respect to which Frontier provides notice.
2.2 Frontier will:
2.2.1 store Onvoy pANI records in the ALI Database.
Onvoy ID Generic Wireless Agreement 110716.doc 60
2.2.2 provide Onvoy access to the Frontier ALI Database for the initial
loading and updating of Onvoy pANI records in accordance with
information contained in the Frontier Partners Solutions website
(formerly referred to as the Frontier wholesale website) or at such
other site with respect to which Frontier provides notice; and
2.2.3 provide Onvoy an error and status report based on updates to the ALI
Database received from Onvoy.
2.3 Onvoy will:
2.3.1 provide the MSAG valid E-911 data for the initial loading of, and any
and all updates to, Onvoy pANI records in the ALI Database;
2.3.2 utilize the appropriate Frontier electronic interface to update its pANI
records (and database information in the ALI Database shall conform
to Frontier standards, which are provided at the Frontier Partners
Solutions website (formerly referred to as the Frontier wholesale
website) or at such other site with respect to which Frontier provides
notice);
2.3.3 use its company ID on all Onvoy pANI records in accordance with
NENA standards;
2.3.4 correct any errors that occur during the entry of E-911 data and pANI
records in the ALI Database.
2.4 In the event Onvoy uses an Agent to input its pANI records to the ALI Database
through the appropriate Frontier electronic interface, Onvoy must provide a Letter
of Authorization, in a form acceptable to Frontier, identifying and authorizing its
Agent.
3. 911/E-911 Interconnection
3.1 Onvoy may, in accordance with Applicable Law, interconnect to the Frontier
911/E-911 Tandem Office(s)/Selective Router(s) or Frontier interface point(s).
Frontier will designate interface point(s), e.g., digital cross connect systems
(DCS), where Onvoy may interconnect with Frontier for the transmission and
routing of 911 /E-911 Calls to all subtending PSAPs that serve the areas in which
Onvoy provides CMRS services.
3.2 In order to interconnect with Frontier for the transmission and routing of 911/E-
911 Calls, Onvoy shall:
3.2.1 interconnect with each Frontier 911 /E-911 Tandem Office/Selective
Router or Frontier interface point that serves the areas in which Onvoy
is authorized to and will provide CMRS service;
3.2.2 provide a minimum of two (2) one-way outgoing 911/E-911 trunks over
diversely routed facilities that are dedicated for originating 911 /E-911
Calls from each Onvoy switch to each designated Frontier 911/E-911
Tandem Office(s)/Selective Router(s) or Frontier interface point(s)
using SS7 signaling where available, as necessary;
3.2.3 provide sufficient trunks and facilities to route 911/E-911 Calls from
Onvoy to the designated Frontier 911 /E-911 Tandem
Office(s)/Selective Router(s) or Frontier interface point(s). Onvoy is
Onvoy ID Generic Wireless Agreement 110716.doc 61
responsible for requesting that trunks and facilities be routed diversely
for 911/E-911 interconnection;
3.2.4 determine the proper quantity of trunks and facilities from its switch(es)
to the designated Frontier 911/E-911 Tandem Office(s)/Selective
Router(s) or Frontier interface point(s);
3.2.5 engineer its 911/E-911 trunks and facilities to attain a minimum P.01
grade of service as measured using the "busy day/busy hour'' criteria
or at such other minimum grade of service as required by Applicable
Law or the Controlling 911 Authority;
3.2.6 monitor its 911/E-911 trunks and facilities for the purpose of
determining originating network traffic volumes. If the Onvoy traffic
study indicates that additional trunks and/or facilities are needed to
meet the current level of 911/E-911 Call volumes, Onvoy shall order or
otherwise provide adequate additional trunks and/or facilities;
3.2.7 promptly test all 911/E-911 trunks and facilities between the Onvoy
network and the Frontier 911/E-911 Tandem Office(s)/Selective
Router(s) or Frontier interface point(s) to assure proper functioning of
911/E-911 arrangements. Onvoy agrees that it will not transmit or
route live 911/E-911 Calls until successful testing is completed; and
3.2.8 isolate, coordinate and restore all 911/E-911 network maintenance
problems in its switch(es) or in its facilities or trunks interconnected
with Frontier 911/E-911 Tandem Office(s)/Selective Router(s) or
Frontier interface points. Onvoy will advise Frontier of the circuit
identification when notifying Frontier of a failure or outage.
4. 911/E-911 General
4.1 Frontier and Onvoy will work cooperatively to arrange meetings with the
Controlling 911 Authorities to answer any technical questions the PSAPs, or
county or municipal coordinators may have regarding the initial 911/E-911
arrangements.
4.2 Onvoy will compensate Frontier for provision of its 911/E-911 Services pursuant
to the Pricing Attachment.
4.3 Onvoy and Frontier will comply with all Applicable Law (including 911 taxes and
surcharges as defined by Applicable Law) pertaining to 911/E-911 arrangements.
4.4 Onvoy is responsible to collect and remit any applicable surcharges from its end
user in accordance with Applicable Law.
4.5 Onvoy will provide notice to Frontier of the Default PSAP designated by the
Controlling 911 Authority for routing 911/E-911 Calls in the event it is not feasible
to route such 911/E-911 Calls to the Designated PSAP.
5. Phase II Wireless Arrangements
5.1 The following services may be used by Onvoy, where available, in order to
comply with the FCC's rules and regulations regarding Phase II wireless
implementation.
5.2 Non-Call Path Associated Signaling (NCAS).
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5.2.1 Where Onvoy forwards a 911/E-911 Call to the Frontier 911/E-911
Tandem Office(s)/Selective Router(s) or Frontier interface point(s),
Onvoy shall pass the pANI for that 911/E -911 Call.
5.2.2 Routing of 911/E-911 Calls will be based on the pANI delivered with
the 911/E-911 Call, or at Frontier's discretion, the location coordinates
obtained during call setup. Where feasible, Frontier will route the
911/E-911 Call and pass its corresponding pANI to the Designated
PSAP. If it is not feasible to route the 911/E-911 Call to the
Designated PSAP due to the PSAP trunks being busy or out of
service, Frontier will route the call to a Default PSAP or busy tone, as
directed by the Controlling 911 Authority. If it is not feasible to route
the 911/E-911 Call to the Designated PSAP due to a failure in delivery
of the pANI, Frontier will route the call to a Default PSAP designated
by the Controlling 911 Authority. Both Parties' network architecture
and routing responsibilities will be in accordance with Applicable Law.
5.2.3 Upon receipt of a PSAP query to the ALI Database to obtain the Call
Back Number and Phase II location information for a 911/E-911 Call,
provided by Onvoy, the ALI Database shall route the query to the
Onvoy-controlled or third party database designated by Onvoy.
5.2.4 The ALI Database shall then automatically receive from the Onvoy­
controlled or third party database the Call Back Number and Phase II
location information as provided by the CMRS associated with the
911/E-911 Call.
5.2.5 The ALI Database shall then automatically transmit the data received
from the Onvoy-controlled or third party database to the PSAP.
5.2.6 Onvoy will terminate at least two data circuits from the Onvoy­
controlled or third party database to each ALI Database.
5.2.7 Frontier shall place the necessary CSU/DSU at each ALI Database to
receive the data provided by Onvoy.
5.2.8 Onvoy shall provision its Onvoy-controlled or third party databases
such that the exchange of data between these Onvoy-controlled or
third party databases and the ALI Database shall use the PAM
Protocol or other agreed upon interface.
5.3 [This Section Intentionally Left Blank].
6. Good Faith Performance
If and, to the extent that, Frontier, prior to the Effective Date, has not provided in the
State of Idaho a Service offered under this Attachment, Frontier reserves the right to
negotiate in good faith with Onvoy 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.
Onvoy ID Generic Wireless Agreement 110716.doc 63
PRICING ATTACHMENT
1. General
1.1 As used in this Attachment, the term "Charges" means the rates, fees, charges
and prices for a Service.
1.2 Except as stated in Section 3 of this Attachment, Charges for Services shall be
as stated in this Section 1 of this Attachment.
1.3 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, Frontier is
developing such Charges and has not finished developing such Charges as of
the Effective Date of this Agreement ("Effective Date"). When Frontier finishes
developing such a Charge, Frontier shall notify Onvoy in writing of such Charge
in accordance with, and subject to, the notices provisions of this Agreement and
thereafter shall bill Onvoy, and Onvoy shall pay to Frontier, for Services provided
under this Agreement on the Effective Date and thereafter in accordance with
such Charge. Any notice provided by Frontier to Onvoy pursuant to this Section
1.4 shall be deemed to be a part of Appendix A of this Pricing Attachment
immediately after Frontier sends such notice to Onvoy and thereafter.
1.5 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
to, in a Tariff that has been filed with the Commission or the FCC), provided such
new Charge(s) are not subject to a stay issued by any court of competent
jurisdiction.
1.6 In the absence of Charges for a Service established pursuant to Sections 1.3
through 1.5 of this Attachment, if Charges for a Service are otherwise expressly
provided for in this Agreement, such Charges shall apply.
1.7 In the absence of Charges for a Service established pursuant to Sections 1.3
through 1.6 of this Attachment, the Charges for the Service shall be the Providing
Party's FCC or Commission approved Charges.
1.8 In the absence of Charges for a Service established pursuant to Sections 1.3
through 1. 7 of this Attachment, the Charges for the Service shall be mutually
agreed to by the Parties in writing.
2. [This Section Intentionally Left Blank]
3. Onvoy Prices
Notwithstanding any other provision of this Agreement, the Charges that Onvoy bills
Frontier for Onvoy's Services shall not exceed the Charges for Frontier's comparable
Services, except to the extent that Onvoy's cost to provide such Onvoy Services to
Onvoy ID Generic Wireless Agreement 110716.doc 64
Frontier exceeds the Charges for Frontier's comparable Services and Onvoy has
demonstrated such cost to Frontier or, at Frontier's request, to the Commission or the
FCC.
4. [This Section Intentionally Left Blank]
5. 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)
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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APPENDIX ATO THE PRICING ATTACHMENT
(IDAHO)
v1.1
Rates and Charges for Transport and Termination of Traffic
A. Reciprocal Compensation Traffic Termination
Reciprocal Compensation Traffic End Office Rate: Bill and Keep
Reciprocal Compensation Traffic Tandem Rate: Bill and Keep
B. The Tandem Transit Service Charge is $0.0018345 per minute of use for:
Frontier Communications Northwest Inc.
C. Entrance Facility and Transport for Interconnection Charges: See Intrastate
Special Access Tariff
Onvoy ID Generic Wireless Agreement 110716.doc 66