20080414Application.pdf

McDevitt & Miller LLP
Lawyers
[phone]
[phone] (Fax)
420 W. Bannock Street
P.O. Box 2564-83701
Boise, Idaho 83702
l 4 PI'1 2~ 38
Chas. F. McDevitt
FUBue .. (.,tan J. (Joe) Miler
COMM1SSlv,
,
Apri 14, 2008
Vïa Hand Delver :2TA: - (- 08--1
Jean J evvell, SecretaryIdao Public Utities Commssion
472 W. Washigton St.
Boise, Idao 83720
Re: Zial Netvorks
Dear Ms. J evvell:
Enclosed please find the origial and seven copies of the Application of Zial Netvorks for a
certicate of public convenience and necessity.
Exbit B, consisting of the company's fiancial information, is being submitted under seal because
the inormation is proprietary and a confdential trade secret. Zial respectflly requests that
Exbit B not be made available for public inspection.
Kidly return a fie stamped copy of the Application to me.
Very Truly Yours,
McDvitt & Mier UP~~Dean J. Miler
DJMIh
Enclosures
"
..
ORIG,JNAL
'~_.
Dean J. Miler (ISB No. 1968)
MCDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564-83701
Boise, Idaho 83702
Tel: [phone]
Fax: [phone]
joe (g mcdevitt-miler .com
¡~PR ì 4 Pi"i 2: 38
Attorneys for Applicant
BEFORE THE IDAHO PUBLIC UTILITIES COMMSSION
IN THE MATTER OF THE APPLICATION )
OF ZIAL NETWORKS INC. FOR A )
CERTIFICATE OF PUBLIC )
CONVENIENCE AND NECESSITY TO )
PROVIDE LOCAL EXCHANGE SERVICES )
)
)
Case No. ZrA:t-080f
APPLICATION and REQUEST
FOR MODIFIED PROCEDURE
APPLICATION OF ZIAL NETWORS, INC.
ZIAL NETWORKS, INC., ("Zial" or "Applicant") by its undersigned attorneys, and
pursuant to Idaho Code Sections 61-526 through -528 and IDAPA 31.01.01.111 and 112, and
Procedural Order No. 26665, hereby applies to the Idaho Public Utilties Commission
("Commssion") for a Certificate of Public Convenience and Necessity to authorize Zial to
provide facilities-based and resold competitive local exchange service in the State of Idaho. In
support of its Application, Zial provides the following:
I. PROPOSED SERVICES.
1. Zial seeks authority to provide facilities-based and resold local exchange
telecommunications services to and from all points in the State of Idaho.
APPLICA TlON and REQUEST FOR MODIFIED PROCEDURE - 1
2. Zial intends to provide facilities-based and resold local exchange
telecommunications services to business and residential customers. ZIAL wil comply
with all applicable Commission rules, regulations and standards, and wil provide safe,
reliable and high quality telecommunications services in Idaho. Offering traditional voice
services to customer utilizing the public switched network, Applicant wil use Internet
Protocol (IP) technology to provide voice and data applications that interact with the
traditional public switched network. All service features identified in the Applicant's
proposed price list can be accessed by a customer's standard telephone equipment;
however, customers have the option of accessing additional IP functionalities through an
IP "smart phone." Applicant wil continuously monitor and maintain a high level of
control over its network on a, 24-hours-a-day, 7-days-a-week basis.
3. Zial wil comply with all Commission rules and regulations in marketing its
services in the State of Idaho.
II. FORM OF BUSINESS.
1. Zial is a Corporation organized under the laws of the State of Idaho.
2. Applicant maintains its principal place of business at:
6055 Corporal Lane
Boise, Idaho 83704
3. A certified copy of Zial's Aricles of Organization is attached hereto as Exhibit A.
4. The name and address of Zial s registered agent for service in Idaho is:
Chris Adams
4762 S. Skyrdge Way
Boise, Idaho 83709
5. Zial has no subsidiaries.
APPLICA TION and REQUEST FOR MODIFIED PROCEDURE - 2
6. The names of the Company's shareholders and respective ownerships are:
L. Chris Adams
Rewabhai K. Patel
Karshan K. Patel
4,000,00
857,143
857,143
7. The names and addresses of the Company's officers and directors are:
L. Chris Adams, President
4762 S. Skyridge Way
Boise, ID 83709
Ray Patel, Secretary
2868 E. Lake Hazel Road
Meridian, ID 83642
Kay Patel
21721 NW 5th Ave
Ridgefield, W A 98642
8. Correspondence pertaining to this application should be directed to Zial's counsel:
Dean J. Miler
McDEVIT & MILLER LLP
420 W. Bannock
P.O. Box 2564-83701
Boise, Idaho 83702
P: 208.343.7500
joe (g mcdevitt-miler .com
with a copy to
Chris Adams
6055 Corporal Lane
Boise, Idaho 83705
III. TELECOMMUNICATION SERVICE.
1. Zial intends to begin providing service in Idaho shortly after it obtains
authorization to do so and has entered into the appropriate interconnection and services
arrangements with Qwest Corporation ("Qwest").
APPLICATION and REQUEST FOR MODIFIED PROCEDURE - 3
2. ZIAL proposes to provide resold and facilities-based local exchange
telecommunications services to both business and residential customers in the State of
Idaho.
iv. SERVICE TERRITORY.
i. Zial intends to provide service in the areas served by Qwest and does not plan to
provide service in areas of any small or rural local exchange carers; however, Zial seeks
statewide authority so that it may expand into other service areas as market conditions
warrant and as additional service areas become open to competition.
2. Zial wil offer basic local exchange services and custom callng features to
business and residential customers. Zial anticipates that it wil offer facilities-based local
exchange service via commercial wholesale agreements with incumbents. Zial, however,
seeks the full range of resold and facilities-based local exchange authority so that it can
have the flexibility in provisioning its services in the future.
3. Zial wil compete directly with Qwest for the provision of local exchange
telecommunications services.
4. Zial does not currently own property in Idaho.
V. FINANCIAL INFORMATION.
The previous fiscal year's detailed balance sheets and income statements are provided
for under seal as Exhibit B.
The Applicant has available sufficient capital to fulfill any obligations it may
undertake with respect to its operations and the services it proposes to offer.
VI. "ILLUSTRATIVE" TARIFF FILINGS.
Zial s proposed Tariff is attached as Exhibit C.
APPLICA TlON and REQUEST FOR MODIFIED PROCEDURE - 4
..
VII. CUSTOMER CONTACTS.
I. Zial's toll free number for customer inquires is (800)-519-2468. Additionally
customer inquiries and complaint may be directed to:
Email: support(gzial.com
Individual responsible for complaints:
Allen Bates
6055 Corporal Lane
Boise, Idaho 83705
(800)-519-2468
2. The contact for Commission Staff for resolving matters concerning rates and price
lists or tariffs, as well as general business and regulatory matters of ZIAL
following certification, is as follows:
Chrs Adams
6055 Corporal Lane
Boise, Idaho 83704
VIII. INTERCONNECTION AGREEMENTS.
Zial is in the process of negotiating an interconnection agreement Qwest, which
agreement when finalized, wil be fied with the Commission for its approval.
IX. COMPLIANCE WITH COMMSSION RULES.
Attached hereto is a sworn verification executed by Applicant stating that the
Applicant agrees to comply with all applicable Idaho laws and Commission rules and
regulations.
X. ESCROW ACCOUNT OR SECURITY BOND.
APPLICATION and REQUEST FOR MODIFIED PROCEDURE - 5
Applicant does not intend to collect advanced deposits from customers. Should Zial
decide to require advance deposits from its customers, it will promptly arrange for an escrow
account with a bonded escrow agent in accordance with the commission rules. Zial wil comply
with all applicable Idaho laws and Commission rules and regulations regarding advance
customer deposits. Should Zial decide to require advance deposits, Zial wil file a copy of its
escrow agreement upon the Commission's request.
XI. CONCLUSION
As demonstrated by this Application and pursuant to Idaho Code §§61-526-528, IDAPA
31.01.01.111 and 112, and Procedural Order No. 26665, Zial's expertise in the
telecommunications sector wil permit it to provide customers with an excellent combination of
price, quality and customer services. Accordingly, Zial anticipates that its proposed service wil
increase consumer choice of innovative and reliable service offerings. The provision of more
affordable and available local telecommunications services wil promote the health, welfare and
economic well-being of the citizens of Idaho. Zial respectfully submits that the public interest,
convenience and necessity would be furthered by a grant of this Application for the authority to
provide all types of facilities-based and resold local telecommunications services.
Applicant does not believe that the public interest requires a hearing on the issues
presented hereby and requests that the matter be processed by Modified Procedure.
WHEREFORE, Zial, respectfully requests of the Commission:
1. That the Commssion determne that a hearng is not required herein and process
the matter by Modified Procedure.
APPLICA TlON and REQUEST FOR MODIFIED PROCEDURE - 6
2. That the Commission issue a Certificate of Public Convenience and Necessity
authorizing Zial to provide resold and facilities-based local exchange telecommunications
services within the State of Idaho;
3. That the Commission grant such other and further relief as the Commssion may
determine proper herein.
Date ths ~ day of ¥,2008.
Respectfully Submitted,
ZIAL NETWORKS, INC.
w-l,Dean~iier
McDevitt & Miler LLP
420 West Bannock Street
P.O. Box 2564-83701
Boise, Idaho 83702
P: 208.343.7500
Attorneys for Zial Networks.
APPLICA TION and REQUEST FOR MODIFIED PROCEDURE - 7
VERIFICATION
STATE OF IDAHO )
) ssCounty of Ada )
CHRIS ADAMS, being first duly sworn on oath, deposes and says:
That I am President of Zial Networks Inc., the Applicant herein, that I have read the
foregoing Application, and upon personal knowledge and reasonable investigation, know the
facts stated therein are accurate to the best of my knowledge.
Zial Networks, in the provision of telecomm nication services in Idaho, wil comply with
all applicable Idaho laws and the rules and re ul t s of th Publi tilities Commssion.
Chris Adams
SUBSCRIBED AND SWORN to before me this ~y of April, 2008.
APPLICA TION and REQUEST FOR MODIFIED PROCEDURE - 8
LIST OF EXHIBITS
Exhibit A Aricles of Incorporation
Exhibit B Financial Statements
(CONFIDENTIAL-submitted under seal)
Exhibit C Model Tarff
APPLICATION and REQUEST FOR MODIFIED PROCEDURE - 9
EXHIBIT A
ARTICLES OF INCORPORATION
APPLICA TION and REQUEST FOR MODIFIED PROCEDURE - 10
Flt.FD r ',-· L:CTIVE
n') r:t-.. i.. p" i 3i I" t L, i j n i.: 9
ARTICLES OF INCORPORATION
OF
,', .. .);idi.;: jl,; ~~ Ui IDAHO
Solstice Network Group, Inc.
THE UNDERSIGNED, acting as incorporator of a corporation under the Idaho Business
Corporation Act, adopts the following Articles of Incorporation for such corporation:
FIRST ARTICLE
The name of the corporation is Solstice Network Group, Inc.
SECOND ARTICLE
The period of its duration is perpetual.
THIRD ARTICLE
The corporation is organized is for the purpose of transacting any and all other lawful
business for which a corporation may be incorporated under the Idaho Business Corporation
Act.
FOURTH ARTICLE
This corporation is authorized to issue a total of ten millon (10,000,000) shares (without
par value) all of which shall be common voting stock.
Unless a resolution of the board of directors provides that reacquired shares shall
constitute authorized but unissued shares, any shares reacquired by the corporation shall be
treasury shares and may be held, used, resold, or disposed of free of any restrictions that would
be imposed on the original issuance of shares of the corporation. .
FIFTH ARTICLE
Shareholders shall have no preemptive right to acquire unissued or treasury shares or
securities convertible into such shares or carrying a right to subscribe to or acquire shares.
SIXTH ARTICLE
The location of the initial registered offce of the corporation is 5300 W. Boone Ct.,
Boise, Idaho 83705. The name of its initial registered agent at such address is Chris Adams.
IIf SECRTARY If STATE82/28/2.83 85 = e8ei: 233 ei: 15£1 Bt: 664l
1 , 111." = i.... CO I 2
ARTICLES OF INCORPORATION-1 C i i¡ 7 R rJ t_ """
SEVENTH ARTICLE
The number of directors constituting the initial Board of Directors is one; and the name
and address of the person who is to serve until the first annual meeting of the shareholders and
until his successor is elected and qualified is:
NAME ADDRESS
Chris Adams 5300 W. Boone Ct.
Boise, 10 83705
EIGHTH ARTICLE
The name and address of the incorporator is as follows:
Chris Adams
5300 W. Boone Ct.
Boise, ID 83705
NINTH ARTICLE
The corporation reserves the right to amend, alter, change or repeal any provisions
contained in its Articles of Incorporation in any manner now or hereafter prescribed or permitted
by statute. All rights of stockholders of the corporation are granted subject to this reservation.
The Board of Directors is expressly authorized to alter, amend or repeal the Bylaws of
the corporation and to adopt new Bylaws, subject to repeal or change by vote of holders of a
majority of shares of the corporation's Common Stock.
TENTH ARTICLE
At each election of directors, every shareholder entitled to vote at such election shall
have the right to vote, in person or by proxy, one vote for each share owned by him.
Shareholders have no right to vote their shares cumulatively in the election of directors.
ELEVENTH ARTICLE
A director of this corporation shall not be personally liable to this corporation or its
shareholders for money damages, and the corporation shall indemnify such director against
liability (as defined in Idaho Code § 30-1-850(5)) to any person, for any action taken, or any
failure to take action, as a director except for liability for (a) the amount of a financial benefit
received by a director to which he is not entitled, (b) an intentional infliction of harm on the
corporation or the shareholders, (c) a violation of Idaho Code § 30-1-833, or (d) an intentional
violation of criminal law. If the Idaho Business Corporation Act is amended to authorize
corporate action further eliminating or limiting the personal liabilty of directors, then the liability
of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the
ARTICLES OF INCORPORATION - 2
-415-46.001.672731.1
Idaho Business Corporation Act, as so amended. Any repeal or modification of this Eleventh
Article by the shareholders of the corporation shall not adversely affect any right or protection of
a director of the corporation existing at the time of such repeal or modification.
DATED this 19th day of February 2003.L~~
, Incorporator
ARTICLES OF INCORPORATION - 3
4154.001:672731.
210
ARTICLES OF AMENDMENT
(General Business)
To th Secetry of State of the State of Idaho
Pursuant to TIle SO, Chapter 1, klho Coe, the undersigned
coration amens its ars of Incorpratio as folows:
EFFECTIVE
1. The nae of th coation Is:
Sostic Netrk Group, Inc
If th corption hai bien adlnlllrltlvll dllHled and th corpoi nern II "0 longeravilable ror uu, th iilKdmentll) lilow IIt InclUd a. el... Df corpora nime
01 APR 27 flU2: 7
SECRETAHY OF E
STATE OF 1(W
2 Th te of eah amncmen IS IS foßow:
Th First Arcle of the Arices of Incio shall be amended to red 8S follow:
Th nae of the cotion is Zlal Netors, Inc
3 Th dat of edtion of the amencment(s) was:
4. Manner of adopn (ch one):
o Th amendent colsl& excusily of maters whic do not reulr shreholde act pursuant to
seon 301-1002, 3D-1-100and 3O-1-10oe, Idaho Co,.ndwa, threfore, 8Cop bythbcard ofdirectors. .
o None of the coion's shas hav be Issued and was, therefore, adopted by the
o IncorprarD bo of direcrs,
o Appi1 by the shreers is reuire end the shehoders duly appve the amendment(s) as
reulred by eithr nUe 30, Idaho Code or by the Arles of Inrpation
CUG Ac .:".,pi--
8eai of Ste use on
Date: )~?!Dl~:~
~ Nae: Chri Adams
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EXHIBITB
FINANCIAL STATEMENTS
(CONFIDENTIAL-SUBMITTED UNDER SEAL)
APPLICATION and REQUEST FOR MODIFIED PROCEDURE - 11