Exhibit 10.65


AGREEMENT


Effective as of September 1, 2001


by and between


D&E SYSTEMS, INC.


and


VERIZON PENNSYLVANIA INC.,

f/k/a Bell Atlantic – Pennsylvania, Inc.


FOR THE COMMONWEALTH

OF PENNSYLVANIA





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREEMENT

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The
 Agreement

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Term
 and Termination

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Glossary
 and Attachments

 	
  

 	
 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Applicable
 Law

 	
  

 	
 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Assignment

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Assurance
 of Payment

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Audits

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Authorization

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Billing
 and Payment; Disputed Amounts

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Confidentiality

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Counterparts

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Default

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Discontinuance
 of Service by D&E

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Dispute
 Resolution

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Force
 Majeure

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Forecasts

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 Fraud

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Good
 Faith Performance

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 19.

 	
 Headings

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 20.

 	
 Indemnification

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 21.

 	
 Insurance

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 22.

 	
 Intellectual
 Property

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 23.

 	
 Joint
 Work Product

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 24.

 	
 Law
 Enforcement

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 25.

 	
 Liability

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 26.

 	
 Network
 Management

 	
  

 	
 16

 


i









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 27.

 	
 Non-Exclusive
 Remedies

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 28.

 	
 Notice
 of Network Changes

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 29.

 	
 Notices

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 30.

 	
 Ordering
 and Maintenance

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 31.

 	
 Performance
 Standards

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 32.

 	
 Point
 of Contact for D&E 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

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 	
 251
 and 271 Requirements

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 46.

 	
 252(i)
 Obligations

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 47.

 	
 Use
 of Service

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 48.

 	
 Waiver

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 49.

 	
 Warranties

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 50.

 	
 Withdrawal
 of Services

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GLOSSARY

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 General
 Rule

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Definitions

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ADDITIONAL
 SERVICES ATTACHMENT

 	
  

 	
 42

 


ii









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Alternate
 Billed Calls

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Dialing
 Parity - Section 251(b)(3)

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Directory
 Assistance (DA) and Operator Services

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Directory
 Listing and Directory Distribution

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Information
 Services Traffic

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Intercept
 and Referral Announcements

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Originating
 Line Number Screening (OLNS)

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Operations
 Support Systems (OSS)

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Poles,
 Ducts, Conduits and Rights-of-Way

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Telephone
 Numbers

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 INTERCONNECTION
 ATTACHMENT

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 General

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Points
 of Interconnection (POI) and Trunk Types

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Alternative
 Interconnection Arrangements

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Initiating
 Interconnection

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Transmission
 and Routing of Telephone Exchange Service Traffic

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Traffic
 Measurement and Billing over Interconnection Trunks

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Reciprocal
 Compensation Arrangements Pursuant to Section 251(b)(5) of the Act

 	
  

 	
 61

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Other
 Types of Traffic

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Transmission
 and Routing of Exchange Access Traffic

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Meet-Point
 Billing Arrangements

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Toll
 Free Service Access Code (e.g.,800/888/877) Traffic

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Tandem
 Transit Traffic

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Number
 Resources, Rate Centers and Routing Points

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Joint
 Network Implementation and Grooming Process; and Installation, Maintenance,
 Testing and Repair

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Number
 Portability - Section 251(B)(2)

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RESALE
 ATTACHMENT

 	
  

 	
 78

 


iii









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 General

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Use
 of Verizon Telecommunications Services

 	
  

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Availability
 of Verizon Telecommunications Services

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Responsibility
 for Charges

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Operations
 Matters

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UNBUNDLED
 NETWORK ELEMENTS (UNEs) ATTACHMENT

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 General

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Verizon’s
 Provision of UNEs

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Loop
 Transmission Types

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Line
 Sharing

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Line
 Splitting

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Sub-Loop

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Inside
 Wire

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Dark
 Fiber

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Network
 Interface Device

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Unbundled
 Switching Elements

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Unbundled
 Interoffice Facilities

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Signaling
 Networks and Call-Related Databases

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Operations
 Support Systems

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Availability
 of Other UNEs on an Unbundled Basis

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Maintenance
 of UNEs

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Rates
 and Charges

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 Combinations

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COLLOCATION
 ATTACHMENT

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Verizon’s
 Provision of Collocation

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 D&E’s
 Provision of Collocation

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 911
 ATTACHMENT

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 911/E-911
 Arrangements

 	
  

 	
  

 


iv









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Electronic
 Interface

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 911
 Interconnection

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 911
 Facilities

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Local
 Number Portability for use with 911

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 PSAP
 Coordination

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 911
 Compensation

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 911
 Rules and Regulations

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PRICING
 ATTACHMENT

 	
  

 	
  
 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 General

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Verizon
 Telecommunications Services Provided to D&E for Resale Pursuant to the
 Resale Attachment

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 D&E
 Prices

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Section
 271

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Regulatory
 Review of Prices

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX
 A TO THE PRICING ATTACHMENT

 	
  

 	
  

 


v






AGREEMENT


PREFACE


This Agreement (“Agreement”) is effective
    as of September 1, 2001 (the
“Effective Date”), between D&E Systems, Inc., (D&E), a corporation
organized under the laws of the State of Delaware, with offices at 124 East
Main Street, P.O. Box 458, Ephrata, Pennsylvania 17522-0458 and Verizon
Pennsylvania Inc., f/k/a Bell Atlantic – Pennsylvania, Inc. (“Verizon”),
a corporation organized under the laws of the Commonwealth of Pennsylvania with
offices at 1717 Arch Street, Philadelphia, Pennsylvania 19103. 


In consideration of the mutual promises contained in this Agreement,
and intending to be legally bound, Verizon and D&E 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 and made a part hereof this
 Agreement by reference); and, (c) an Order by a Party that has been accepted
 by the other Party. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2

 	
 Conflicts among
 provisions in the Principal Document, Tariffs, and an Order by a Party which
 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. Except as otherwise
 provisioned 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 September 1, 2003 (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 D&E or
 Verizon may terminate this Agreement effective upon the expiration of the
 Initial Term or effective upon any date after expiration of the Initial Term
 by providing written notice of termination at least ninety (90) days in
 advance of the date of termination. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 If either D&E
 or Verizon provides notice of termination pursuant to Section 2.2 and on or
 before the proposed date of termination either D&E or Verizon has

 


1









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 D&E and Verizon; or, (b) the date one
 (1) year after the proposed date of termination.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4

 	
 If either D&E
 or Verizon provides notice of termination pursuant to Section 2.2 and by
 11:59 PM Eastern Time on the proposed date of termination neither D&E nor
 Verizon has requested negotiation of a new interconnection agreement, (a)
 this Agreement will terminate at 11:59 PM Eastern Time on the proposed date
 of termination, and (b) the Services being provided under this Agreement at
 the time of termination will be terminated, except to the extent that the
 Purchasing Party has requested that such Services continue to be provided
 pursuant to an applicable Tariff or SGAT. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Glossary
 and Attachments 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Glossary and
 the following Attachments are a part of this Agreement: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Additional Services Attachment 

Interconnection Attachment 

Resale Attachment 

UNE Attachment 

Collocation Attachment 


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 Commonwealth of
 Pennsylvania, 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.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 


2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.7

 	
 Notwithstanding
 anything in this Agreement to the contrary, if, as a result of any
 legislative, judicial, regulatory or other governmental decision, order, determination
 or action, or any change in Applicable Law, Verizon is not required by
 Applicable Law to provide any Service, payment or benefit, otherwise required
 to be provided to D&E hereunder, then Verizon may discontinue the
 provision of any such Service, payment or benefit, and D&E shall
 reimburse Verizon for any payment previously made by Verizon to D&E that
 was not required by Applicable Law. Verizon will provide thirty (30) days
 prior written notice to D&E 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. Any attempted assignment or delegation in violation
 of this Section 5 shall be void and ineffective and constitute default of
 this Agreement. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Assurance
 of Payment 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.1

 	
 Upon request by
 Verizon, D&E shall provide to Verizon adequate assurance of payment of
 amounts due (or to become due) to Verizon hereunder. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.2

 	
 Assurance of
 payment of charges may be requested by Verizon if D&E (a) in Verizon’s
 reasonable judgment, at the Effective Date or at any time thereafter, does
 not have established credit with Verizon, (b) in Verizon’s reasonable
 judgment, at the Effective Date or at any time thereafter, is unable to
 demonstrate that it is creditworthy, (c) fails to timely pay a bill rendered
 to D&E by Verizon, 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, at Verizon’s option,
 consist of (a) a cash security deposit in U.S. dollars held by Verizon or (b)
 an unconditional, irrevocable standby letter of credit naming 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon as the
 beneficiary thereof and otherwise in form and substance satisfactory to
 Verizon from a financial institution acceptable to Verizon. The cash security
 deposit or letter of credit shall be in an amount equal to two (2) months
 anticipated charges (including, but not limited to, both recurring and
 non-recurring charges), as reasonably determined by Verizon, for the Services
 to be provided by Verizon to D&E in connection with this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.4

 	
 To the extent that
 Verizon elects to require a cash deposit, the Parties intend that the
 provision of such deposit shall constitute the grant of a security interest
 in the deposit pursuant to Article 9 of the Uniform Commercial Code as in
 effect in any relevant jurisdiction. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.5

 	
 If payment of
 interest on a cash deposit is required by an applicable Verizon Tariff or by
 Applicable Law, interest will be paid on any such cash deposit held by
 Verizon at the higher of the interest rate stated in such Tariff or the
 interest rate required by Applicable Law. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.6

 	
 Verizon may (but
 is not obligated to) draw on the letter of credit or cash deposit, as
 applicable, upon notice to D&E in respect of any amounts to be paid by
 D&E hereunder that are not paid within thirty (30) days of the date that
 payment of such amounts is required by this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.7

 	
 If Verizon draws
 on the letter of credit or cash deposit, upon request by Verizon, D&E
 shall provide a replacement or supplemental letter of credit or cash deposit
 conforming to the requirements of Section 6.2. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.8

 	
 Notwithstanding
 anything else set forth in this Agreement, if Verizon makes a request for
 assurance of payment in accordance with the terms of this Section, then
 Verizon shall have no obligation thereafter to perform under this Agreement
 until such time as D&E has provided Verizon with such assurance of
 payment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.9

 	
 The fact that a
 deposit or a letter of credit is requested by Verizon hereunder shall in no
 way relieve D&E 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 

 


4









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a time and place
 agreed upon by the Parties; provided, that the Auditing Party may require
 that the audit commence no later than sixty (60) days after the Auditing
 Party has given notice of the audit to the Audited Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.3

 	
 Each Party shall
 cooperate fully in any such audit, providing reasonable access to any and all
 employees, books, records, documents, facilities and systems, reasonably
 necessary to assess the accuracy of the Audited Party’s bills. 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.4

 	
 Audits shall be
 performed at the Auditing Party’s expense, provided that there shall be no
 charge for reasonable access to the Audited Party’s employees, books,
 records, documents, facilities and systems necessary to assess the accuracy
 of the Audited Party’s bills. 

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Authorization
 

 
	
  

 	
  

 
	
  

 	
 8.1

 	
 Verizon represents
 and warrants that it is a corporation duly organized, validly existing and in
 good standing under the laws of the Commonwealth of Pennsylvania and has full
 power and authority to execute and deliver this Agreement and to perform its
 obligations under this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.2

 	
 D&E represents
 and warrants that it is a corporation duly organized in the State of
 Delaware, validly existing and in good standing under the laws of the Commonwealth
 of Pennsylvania, and operating under a Certificate of Public Necessity and
 Convenience issued by the PA Public Utility Commission, with offices at 124
 East Main Street, Ephrata, PA 17522, and has full power and authority to
 execute and deliver this Agreement and to perform its obligations under this
 Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.3

 	
 D&E
 Certification 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding
 any other provision of this Agreement, Verizon shall have no obligation to
 perform under this Agreement until such time as D&E has obtained such FCC
 and Commission authorization as may be required by Applicable Law for
 conducting business in Pennsylvania. D&E shall not place any orders under
 this Agreement until it has obtained such authorization. D&E shall
 provide proof of such authorization to Verizon 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 

 


5









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 Books, records,
 documents and other information disclosed in an audit pursuant to Section 7; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.1.2

 	
 Any forecasting
 information provided pursuant to this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.1.3

 	
 Customer
 Information (except to the extent that (a) the Customer information is
 published in a directory, (b) the Customer information is disclosed through
 or in the course of furnishing a Telecommunications Service, such as a
 Directory Assistance Service, Operator Service, Caller ID or similar service,
 or LIDB service, or, (c) the Customer to whom the Customer Information is
 related has authorized the Receiving Party to use and/or disclose the
 Customer Information); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.1.3.1

 	
 information
 related to specific facilities or equipment (including, but not limited to,
 cable and pair information); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.1.3.2

 	
 any information
 that is in written, graphic, electromagnetic, or other tangible form, and
 marked at the time of disclosure as “Confidential” or “Proprietary;” and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.1.3.3

 	
 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”. 

 


6









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 10.1.3.1 or 10.1.3.2. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.2

 	
 Except as
 otherwise provided in this Agreement, the Receiving Party shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.2.1

 	
 use the
 Confidential Information received from the Disclosing Party only in
 performance of this Agreement; and, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.2.2

 	
 using the same
 degree of care that it uses with similar confidential information of its own
 (but in no case a degree of care that is less than commercially reasonable),
 hold Confidential Information 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.2

 	
 is or becomes
 publicly available or known through no wrongful act of the Receiving Party,
 the Receiving Party’s Affiliates, or the directors, officers, employees,
 Agents or contractors of the Receiving Party or the Receiving Party’s
 Affiliates; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.3

 	
 is rightfully
 received from a third person having no direct or indirect obligation of
 confidentiality or restriction on use to the Disclosing Party with respect to
 such information; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.4

 	
 is independently
 developed by the Receiving Party; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.5

 	
 is approved for
 disclosure or use by written authorization of the Disclosing Party
 (including, but not limited to, in this Agreement); or 

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.6

 	
 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 10 shall be in addition to and not in derogation of any
 provisions of Applicable Law, including, but not limited to, 47 U.S.C. § 222,
 and are not 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 D&E 

 
	
  

 	
  

 
	
  

 	
 13.1

 	
 If D&E
 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, D&E shall send written
 notice of such discontinuance to Verizon, the Commission, and each of
 D&E’s Customers. 

 


8









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D&E 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, D&E shall send
 such notice at least thirty (30) days prior to its discontinuance of service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.2

 	
 Such notice must
 advise each D&E Customer that unless action is taken by the D&E
 Customer to switch to a different carrier prior to D&E’s proposed
 discontinuance of service, the D&E Customer will be without the service
 provided by D&E to the D&E Customer. 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.3

 	
 Should a D&E
 Customer subsequently become a Verizon Customer, D&E shall provide
 Verizon with all information necessary for Verizon to establish service for
 the D&E Customer, including, but not limited to, the CLEC Customer’s
 billed name, listed name, service address, and billing address, and the
 services being provided to the D&E Customer. 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.4

 	
 Nothing in this
 Section 13 shall limit Verizon’s right to cancel or terminate this Agreement
 or suspend provision of Services under this Agreement. 

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Dispute
 Resolution 

 
	
  

 	
  

 
	
  

 	
 14.1

 	
 Except as
 otherwise provided in this Agreement, any dispute between the Parties
 regarding the interpretation or enforcement of this Agreement or any of its
 terms shall be addressed by good faith negotiation between the Parties. To
 initiate such negotiation, a Party must provide to the other Party written
 notice of the dispute that includes both a detailed description of the
 dispute or alleged nonperformance and the name of an individual who will serve
 as the initiating Party’s representative in the negotiation. The other Party
 shall have ten business days to designate its own representative in the
 negotiation. The Parties’ representatives shall meet at least once within 45
 days after the date of the initiating Party’s written notice in an attempt to
 reach a good faith resolution of the dispute. Upon agreement, the Parties’
 representatives may utilize other alternative dispute resolution procedures
 such as private mediation to assist in the negotiations. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 by it 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. 

 


9









	
  

 	
  

 	
  

 
	
  

 	
 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 Verizon, D&E
 shall provide to Verizon forecasts regarding the Services that D&E
 expects to purchase from Verizon, including, but not limited to, forecasts
 regarding the types and volumes of Services that D&E expects to purchase
 and the locations where such Services will be purchased. 

 
	
  

 	
  

 	
  

 
	
 17.

 	
 Fraud
 

 
	
  

 	
  

 	
  

 
	
  

 	
 D&E assumes
 responsibility for all fraud associated with its Customers and accounts.
 Verizon shall bear no responsibility for, nor is it required to investigate
 or make adjustments to D&E’s account in cases of, fraud by D&E’s
 Customers or other third parties. 

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Good
 Faith Performance 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Parties shall
 act in good faith in their performance of this Agreement. Except as otherwise
 expressly stated in this Agreement (including, but not limited to, where
 consent, approval, agreement or a similar action is stated to be within a
 Party’s sole discretion), where consent, approval, mutual agreement or a
 similar action is required by any provision of this Agreement, such action
 shall not be unreasonably withheld, conditioned or delayed. 

 
	
  

 	
  

 	
  

 
	
 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 

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 of the Indemnifying Party or the Indemnifying Party’s
 Affiliates, in connection with this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 20.2

 	
 Indemnification
 Process: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20.2.1

 	
 As used in this
 Section 20, “Indemnified Person” means a person whom an Indemnifying Party is
 obligated to indemnify, defend and/or hold harmless under Section 20.1. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20.2.2

 	
 An Indemnifying
 Party’s obligations under Section 20.1 shall be conditioned upon the
 following: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20.2.3

 	
 The Indemnified
 Person: (a) shall give the Indemnifying Party notice of the Claim promptly
 after becoming aware thereof (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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20.2.4

 	
 If the Indemnified
 Person fails to comply with Section 20.2.1 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 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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

 	
 D&E shall
 maintain during the term of this Agreement and for a period of two years
 thereafter all insurance and/or bonds required to satisfy its obligations
 under this Agreement (including, but not limited to, its obligations set
 forth in Section 20 hereof) and all insurance and/or bonds required by
 Applicable Law. The insurance and/or bonds shall be obtained from an insurer
 having an A.M. Best insurance rating of at least A-, financial size category
 VII or greater. At a minimum and without limiting the foregoing undertaking,
 D&E shall maintain the following insurance:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.1.1

 	
 Commercial General
 Liability Insurance, on an occurrence basis, including but not limited to,
 premises-operations, broad form property damage, products/completed
 operations, contractual liability, independent contractors, and personal
 injury, with limits of at least $2,000,000 combined single limit for each
 occurrence.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.1.2

 	
 Motor Vehicle
 Liability, Comprehensive Form, covering all owned, hired and non-owned
 vehicles, with limits of at least $2,000,000 combined single limit for each
 occurrence.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.1.3

 	
 Excess Liability,
 in the umbrella form, with limits of at least $10,000,000 combined single
 limit for each occurrence.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.1.4

 	
 Worker’s
 Compensation Insurance as required by Applicable Law and Employer’s Liability
 Insurance with limits of not less than $2,000,000 per occurrence.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.1.5

 	
 All risk property
 insurance on a full replacement cost basis for all of D&E’s real and
 personal property located at any Collocation site or 

 


12









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 otherwise located
 on or in any Verizon premises (whether owned, leased or otherwise occupied by
 Verizon), facility, equipment or right-of-way.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 21.2

 	
 Any deductibles,
 self-insured retentions or loss limits (“Retentions”) for the foregoing
 insurance must be disclosed on the certificates of insurance to be provided
 to Verizon pursuant to Sections 21.4 and 21.5, and Verizon reserves the right
 to reject any such Retentions in its reasonable discretion. All Retentions
 shall be the responsibility of D&E.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.3

 	
 D&E shall name
 Verizon, Verizon’s Affiliates and the directors, officers and employees of
 Verizon and Verizon’s Affiliates, as additional insureds on the foregoing
 insurance.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.4

 	
 D&E shall,
 within two (2) weeks of the Effective Date hereof, on a semi-annual basis
 thereafter, and at such other times as Verizon may reasonably specify,
 furnish certificates or other proof of the foregoing insurance reasonably
 acceptable to Verizon. The certificates or other proof of the foregoing
 insurance shall be sent to: Director –Interconnection Services, Verizon
 Wholesale Markets, 1095 Avenue of the Americas, Room 1423, New York, NY 10036.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.5

 	
 D&E shall
 require its contractors, if any, that may enter upon the premises or access
 the facilities or equipment of Verizon or Verizon’s affiliated companies to
 maintain insurance in accordance with Sections 21.1 through 21.3 and, if requested,
 to furnish Verizon certificates or other adequate proof of such insurance
 acceptable to Verizon in accordance with Section 21.4.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.6

 	
 If D&E or
 D&E’s contractors fail to maintain insurance as required in Sections 21.1
 through 21.5, above, Verizon may purchase such insurance and D&E shall
 reimburse Verizon for the cost of the insurance.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.7

 	
 Certificates
 furnished by D&E or D&E’s contractors shall contain a clause stating:
 “Verizon Pennsylvania Inc., f/k/a Bell Atlantic – Pennsylvania, Inc.” shall
 be notified in writing at least thirty (30) days prior to cancellation of, or
 any material change in, the insurance.”

 
	
  

 	
  

 	
  

 
	
 22.

 	
 Intellectual
 Property

 
	
  

 	
  

 	
  

 
	
  

 	
 22.1

 	
 Except as expressly stated in this Agreement, this Agreement shall
 not be construed as granting a license with respect to any patent, copyright,
 trade 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 

 


13







	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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

 	
 D&E agrees that the Services provided by Verizon hereunder shall
 be subject to the terms, conditions and restrictions contained in any
 applicable agreements (including, but not limited to software or other
 intellectual property license agreements) between Verizon and Verizon’s
 vendors. Verizon agrees to advise D&E, directly or through a third party,
 of any such terms, conditions or restrictions that may limit any D&E use
 of a Service provided by Verizon that is otherwise permitted by this
 Agreement. At D&E’s written request, to the extent required by Applicable
 Law, Verizon will use Verizon’s best efforts, as commercially practicable, to
 obtain
 intellectual property rights from Verizon’s vendor to allow D&E to use
 the Service in the same manner as Verizon that are coextensive with Verizon’s
 intellectual property rights, on terms and conditions that are equal in
 quality to the terms and conditions under which Verizon has obtained
 Verizon’s intellectual property rights. D&E shall reimburse Verizon for
 the cost of obtaining such rights.

 
	
  

 	
  

 	
  

 
	
 23.

 	
 Joint
 Work Product

 
	
  

 	
  

 
	
  

 	
 The Principal
 Document is the joint work product of the Parties, has been negotiated by the
 Parties, and shall be fairly interpreted in accordance with its terms. In the
 event of any ambiguities, no inferences shall be drawn against either Party.

 
	
  

 	
  

 
	
 24.

 	
 Law
 Enforcement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 24.1

 	
 Each Party may cooperate with law enforcement authorities and
 national security authorities to the full extent required or permitted by
 Applicable Law in matters related to Services provided by it under this
 Agreement, including, but not limited to, the production of records, the
 establishment of new lines or the installation of new services on an existing
 line in order to support law enforcement and/or 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

 


14









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 under Sections 20, Indemnification or 41, Taxes.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 25.5.2

 	
 for any obligation to indemnify, defend and/or hold harmless that a
 Party may have under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 25.5.3

 	
 for damages arising out of or resulting from bodily injury to or
 death of any person, or damage to, or destruction or loss of, tangible real
 and/or personal property of any person, or Toxic or Hazardous Substances, to
 the extent such damages are otherwise recoverable under Applicable Law;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 25.5.4

 	
 for a claim for infringement of any patent, copyright, trade name,
 trade mark, service mark, or other intellectual property interest;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 25.5.5

 	
 under Section 258 of the Act or any order of FCC or the Commission
 implementing Section 258; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 25.5.6

 	
 under the
 financial incentive or remedy provisions of any service quality plan required by the FCC or the
 Commission.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 25.6

 	
 In the event that the liability of a Party, a Party’s Affiliate, or a
 director, officer or employee of a Party or a Party’s Affiliate, is limited
 and/or excluded under both this Section 25 and a provision of an
 applicable Tariff, the liability of the Party or other person shall be
 limited to the smaller of the amounts for which such Party or other person
 would be liable under this Section or the Tariff provision.

 


15









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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. D&E and Verizon will exchange appropriate information (e.g.,
 network information, maintenance contact numbers, escalation procedures, and
 information required to comply with requirements of law enforcement and
 national security agencies) to 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 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 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,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 26.3.2

 	
 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 Verizon’s standard
 procedures for isolating and clearing the outage or trouble.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.

 	
 Non-Exclusive
 Remedies

 


16









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 shall be in writing;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 29.1.2

 	
 shall be delivered (a) personally, (b) by express delivery service
 with next business day delivery, (c) by First Class, certified or registered
 U.S. mail, postage prepaid, (d) by facsimile telecopy, with a copy delivered
 in accordance with (a), (b) or (c), preceding, or, (e) by electronic mail,
 with a copy delivered in accordance with (a), (b) or (c), preceding; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 29.1.3

 	
 shall be delivered to the following addresses of the Parties:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To D&E:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attention: Janet
 Tuzinski, Director Regulatory and Carrier Relations

 
	
  

 	
  

 	
  

 	
  

 	
 124 East Main
 Street

 
	
  

 	
  

 	
  

 	
  

 	
 P.O. Box 458

 
	
  

 	
  

 	
  

 	
  

 	
 Ephrata,
 Pennsylvania 17522-0458

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone Number:
 (717) 738-8511

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile Number:
 (717) 733-2364

 
	
  

 	
  

 	
  

 	
  

 	
 Internet Address:
 jtuzinski@decommunications.com

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy to:

 	
 G. William Ruhl,
 President and CEO

 
	
  

 	
  

 	
  

 	
  

 	
 124 East Main
 Street

 
	
  

 	
  

 	
  

 	
  

 	
 P.O. Box 458

 
	
  

 	
  

 	
  

 	
  

 	
 Ephrata,
 Pennsylvania 17522-0458

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone Number:
 (717)738-8430

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile Number:
 (717) 733-7461

 
	
  

 	
  

 	
  

 	
  

 	
 Internet Address:
 gwruhl@decommunications.com

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To Verizon:

 


17









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Director-Contract
 Performance & Administration

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon Wholesale
 Markets

 
	
  

 	
  

 	
  

 	
  

 	
 600 Hidden Ridge

 
	
  

 	
  

 	
  

 	
  

 	
 HQEWMNOTICES

 
	
  

 	
  

 	
  

 	
  

 	
 Irving. TX 75038

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone Number:
 972-718-5988

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile Number:
 972-719-1519

 
	
  

 	
  

 	
  

 	
  

 	
 Internet Address:
 wmnotices@verizon.com

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy to:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Vice President and
 Associate General Counsel

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon Wholesale
 Markets

 
	
  

 	
  

 	
  

 	
  

 	
 1320 N. Court
 House Road

 
	
  

 	
  

 	
  

 	
  

 	
 8th Floor

 
	
  

 	
  

 	
  

 	
  

 	
 Arlington, VA
 22201

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile:
 703/974-0744

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 by 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, (e) where the notice is sent via facsimile telecopy, on the date set
 forth on the telecopy confirmation if sent before 5 PM in the time zone where
 it is received, or the next business day after the date set forth on the
 telecopy confirmation if sent after 5 PM in the time zone where it is
 received, and (f) where the notice is sent via electronic mail, on the date
 of transmission, if sent before 5 PM in the time zone where it is received,
 or the next business day after the date of transmission, if sent after 5 PM
 in the time zone where it is received.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.

 	
 Ordering
 and Maintenance

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D&E shall use
 Verizon’s electronic Operations Support System access platforms to submit
 Orders and requests for maintenance and repair of Services, and to engage in
 other pre-ordering, ordering, provisioning, maintenance and repair
 transactions. If Verizon has not yet deployed an electronic capability for
 D&E to perform a pre-ordering, ordering, provisioning, maintenance or
 repair, transaction offered by Verizon, D&E shall use such other
 processes as Verizon has made available for performing such transaction
 (including, but not limited, to submission of Orders by telephonic facsimile
 transmission and placing trouble reports by voice telephone transmission).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.

 	
 Performance
 Standards

 
	
  

 	
  

 	
  

 
	
  

 	
 31.1

 	
 Verizon shall provide Services under this
 Agreement in accordance with the performance standards required by Applicable
 Law, including, but not limited to, Section 251(c) of the Act and 47 CFR §§
 51.305(a)(3), 51.311(a) and (b) and 51.603(b).

 
	
  

 	
  

 	
  

 
	
  

 	
 31.2

 	
 To the extent required by Appendix D,
 Section V, “Carrier-to-Carrier Performance Plan (Including Performance
 Measurements),” and Appendix D, Attachment A, “Carrier-to-Carrier Performance
 Assurance Plan,” of the Merger Order,
 Verizon shall provide performance measurement results to D&E.

 


18









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 31.3

 	
 D&E shall provide Services under this Agreement in accordance
 with the performance standards required by Applicable Law.

 
	
  

 	
  

 	
  

 
	
 32.

 	
 Point
 of Contact for D&E Customers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 32.1

 	
 D&E shall establish telephone numbers and mailing addresses at
 which D&E Customers may communicate with D&E and shall advise D&E
 Customers of these telephone numbers and mailing addresses.

 
	
  

 	
  

 	
  

 
	
  

 	
 32.2

 	
 Except as otherwise agreed to by Verizon, Verizon shall have no
 obligation, and may decline, to accept a communication from a D&E
 customer, including, but not limited to, a D&E Customer request for
 repair or maintenance of a Verizon Service provided to D&E.

 
	
  

 	
  

 	
  

 
	
 33.

 	
 Predecessor
 Agreements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 33.1

 	
 Except as stated in Section 33.2 or as otherwise agreed in writing by
 the Parties:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 33.1.1

 	
 any prior interconnection
 or resale agreement between the Parties for the Commonwealth of Pennsylvania
 pursuant to Section 252 of the Act and in effect immediately prior to the
 Effective Date is hereby terminated; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 33.1.2

 	
 any Services that were purchased by one Party from the other Party
 under a prior interconnection or resale agreement between the Parties for the
 Commonwealth of Pennsylvania pursuant to Section 252 of the Act and in effect
 immediately 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 make elect to cancel the commitment.

 
	
  

 	
  

 	
  

 
	
  

 	
 33.3

 	
 If either Party elects
 to cancel the commitment pursuant to the proviso in Section 33.2, the
 Purchasing Party shall not be liable for any termination charge that would
 otherwise have applied. However, if the commitment was cancelled by the
 Purchasing Party, the Providing Party shall be entitled to 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 

 


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 Verizon or third
 party guides, practices or handbooks), or provision of Applicable Law, is to
 such Tariff, agreement, document, or provision of Applicable Law, as amended
 and supplemented from 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.

 


20









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.

 	
 Reservation
 of Rights

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 37.1

 	
 Notwithstanding
 anything to the contrary in this Agreement, neither Party waives, and each
 Party hereby expressly reserves, its rights: (a) to appeal or otherwise seek
 the reversal of and changes in any arbitration decision associated with this
 Agreement; (b) to challenge the 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; and, (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.
 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

 	
 D&E
 acknowledges D&E has been advised by Verizon that it is Verizon’s
 position that:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 37.2.1

 	
 This Agreement
 contains certain provisions which are intended to reflect Applicable Law and
 Commission and/or FCC arbitration decisions; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 37.2.2

 	
 For the purposes
 of Appendix D, Sections 31 and 32, of the Merger Order, such provisions shall
 not be deemed to have been voluntarily negotiated or agreed to by Verizon and
 shall not be available to carriers pursuant to Appendix D, Sections 31 and 32
 of the Merger Order.

 
	
  

 	
  

 	
  

 	
  

 
	
 38.

 	
 Subcontractors

 
	
  

 	
  

 
	
  

 	
 A Party may use a
 contractor of the Party (including, but not limited to, an Affiliate of the
 Party) to perform the Party’s obligations under this Agreement; provided,
 that a Party’s use of a contractor shall not release the Party from any duty
 or liability to fulfill the Party’s obligations under this Agreement.

 
	
  

 	
  

 
	
 39.

 	
 Successors
 and Assigns

 
	
  

 	
  

 
	
  

 	
 This Agreement
 shall be binding on and inure to the benefit of the Parties and their
 respective legal successors and permitted assigns.

 
	
  

 	
  

 
	
 40.

 	
 Survival

 
	
  

 	
  

 
	
  

 	
 The rights,
 liabilities and obligations of a Party for acts or omissions occurring prior
 to the expiration, cancellation or termination of this Agreement, the rights,
 liabilities and obligations of a Party under any provision of this Agreement
 regarding confidential information (including but not limited to, Section
 10), indemnification or defense (including, but not limited to, Section 20),
 or limitation or exclusion of liability (including, but not limited to,
 Section 25), and the rights, liabilities and obligations of a Party under any
 provision of this Agreement which by its terms or nature is intended to
 continue beyond or to be performed after the expiration, cancellation or
 termination of this Agreement, shall survive the expiration, cancellation or
 termination of this Agreement.

 
	
  

 	
  

 
	
 41.

 	
 Taxes

 


21







	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 41.1

 	
 In General. With
 respect to any purchase hereunder of Services, if any federal, state or local
 tax, fee, surcharge or other tax-like charge (a “Tax”) is required or
 permitted by Applicable Law or a Tariff to be collected from the purchasing
 Party by the providing Party, then (a) the providing Party shall properly
 bill the purchasing Party for such Tax, (b) the purchasing Party shall timely
 remit such Tax to the providing Party and (c) the providing Party shall
 timely remit such collected Tax to the applicable taxing authority.

 
	
  

 	
  

 	
  

 
	
  

 	
 41.2

 	
 Taxes Imposed on the Providing Party. With
 respect to any purchase hereunder of Services, if any federal, state or local
 Tax is imposed by Applicable Law on the receipts of the providing Party, and
 such Applicable Law permits the providing Party to exclude certain receipts
 received from sales for resale to a public utility, distributor, telephone
 company, local exchange carrier, telecommunications company or other
 communications company (“Telecommunications Company”), such exclusion being
 based solely on the fact that the purchasing Party is also subject to a tax
 based upon receipts (“Receipts Tax”), then the purchasing Party (a) shall provide the providing
 Party with notice in writing in accordance with Section 41.6 of this
 Agreement of its intent to pay the Receipts Tax and (b) shall timely pay the
 Receipts Tax to the applicable tax authority.

 
	
  

 	
  

 	
  

 
	
  

 	
 41.3

 	
 Taxes Imposed on
 Customers. With respect to any purchase hereunder of Services that are resold to
 a third party, if any federal, state or local Tax is imposed by Applicable
 Law on the subscriber, end-user, Customer or ultimate consumer (“Subscriber”)
 in connection with any such purchase, which a Telecommunications Company is
 required to impose and/or collect from a Subscriber, then the purchasing
 Party (a) shall be required to impose and/or collect such Tax from the
 Subscriber and (b) shall timely remit such Tax to the applicable taxing
 authority.

 
	
  

 	
  

 	
  

 
	
  

 	
 41.4

 	
 Liability for
 Uncollected Tax, Interest and Penalty. If the providing Party has not
 received an exemption certificate and fails to collect 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 uncollected Tax and (b)
 the providing Party shall be liable for any interest assessed thereon and any
 penalty assessed with respect to such uncollected Tax by such authority. If
 the providing Party properly bills the purchasing Party for any Tax but the
 purchasing Party fails to remit such Tax to the providing Party as required
 by Section 41.1, then, as between the providing Party and the purchasing
 Party, the purchasing Party shall be liable for such uncollected Tax and any
 interest assessed thereon, as well as any penalty assessed with respect to
 such uncollected Tax by the applicable taxing authority. If the providing
 Party does not collect any Tax as required by Section 41.1 because the
 purchasing Party has provided such providing Party with an exemption
 certificate that is later found to be inadequate by a taxing authority, then,
 as between the providing Party and the purchasing Party, the purchasing Party
 shall be liable for such uncollected Tax and any interest assessed thereon,
 as well as any penalty assessed with respect to such uncollected Tax by the
 applicable taxing authority. If the purchasing Party fails to pay the
 Receipts Tax as required by Section 41.2, then, as between the providing
 Party and the purchasing Party, (x) the providing Party shall be liable for
 any Tax imposed on its receipts and (y) the purchasing Party shall be liable
 for any interest assessed thereon and any penalty assessed upon the providing
 Party with respect to such Tax by such authority. If the purchasing Party
 fails to impose and/or collect any Tax from Subscribers as required by
 Section 41.3, 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 

 


22









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the applicable
 taxing authority. With respect to any Tax that the purchasing Party has
 agreed to pay, or is required to impose on and/or collect from Subscribers,
 the purchasing Party agrees to indemnify and hold the providing Party
 harmless on an after-tax basis for any costs incurred by the providing Party
 as a result of actions taken by the applicable taxing authority to recover
 the Tax from the providing Party due to the failure of the purchasing Party
 to timely pay, or collect and timely remit, such Tax to such authority. In
 the event either Party is audited by a taxing authority, the other Party
 agrees to cooperate fully with the Party being audited in order to respond to
 any audit inquiries in a proper and timely manner so that the audit and/or
 any resulting controversy may be resolved expeditiously.

 
	
  

 	
  

 	
  

 
	
  

 	
 41.5

 	
 Tax exemptions and Exemption Certificates. If
 Applicable Law clearly exempts a purchase hereunder from a Tax, and if such
 Applicable Law also provides an exemption procedure, such as an
 exemption-certificate requirement, then, if the purchasing Party complies
 with such procedure, the providing Party shall not collect such Tax during the
 effective period of such exemption. Such exemption shall be effective upon
 receipt of the exemption certificate or affidavit in accordance with the
 terms set forth in Section 41.6. If Applicable Law clearly exempts a purchase
 hereunder from a Tax, but does not also provide an exemption procedure, then
 the providing Party shall not collect such Tax if the purchasing Party (a)
 furnishes the providing Party with a letter signed by an officer requesting
 such an exemption and citing the provision in the Applicable Law which
 clearly allows such exemption and (b) supplies the providing Party with an
 indemnification agreement, reasonably acceptable to the providing Party
 (e.g., an agreement commonly used in the industry), which holds the providing
 Party harmless on an after-tax Verizon with respect to its forbearing to
 collect such Tax.

 
	
  

 	
  

 	
  

 
	
  

 	
 41.6

 	
 All notices, affidavits, exemption-certificates or other
 communications required or permitted to be given by either Party to the
 other, for purposes of this Section 41, shall be made in writing and shall be
 delivered in person or sent by certified mail, return receipt requested, or
 registered mail, or a courier service providing proof of service, and sent to
 the addressees set forth in Section 29 as well as to the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To Verizon:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Tax Administration

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon
 Communications

 
	
  

 	
  

 	
  

 	
  

 	
 1095 Avenue of the
 Americas

 
	
  

 	
  

 	
  

 	
  

 	
 Room 3109

 
	
  

 	
  

 	
  

 	
  

 	
 New York, NY 10036

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To D&E:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Linda L. Hall,
 Controller

 
	
  

 	
  

 	
  

 	
  

 	
 124 East Main
 Street

 
	
  

 	
  

 	
  

 	
  

 	
 P.O. Box 458

 
	
  

 	
  

 	
  

 	
  

 	
 Ephrata, PA 17522

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Either Party may
 from time to time designate another address or other addressees by giving
 notice in accordance with the terms of this Section. Any notice or other
 communication shall be deemed to be given when received.

 


23









	
  

 	
  

 	
  

 
	
 42.

 	
 Technology Upgrades 

 
	
  

 	
  

 	
  

 
	
  

 	
 Subject to the notice requirements of
 Section 28 and notwithstanding any other provision of this Agreement, Verizon
 shall have the right to deploy, upgrade, migrate and maintain its network at
 its discretion. The Parties acknowledge that Verizon, at its election, may
 deploy fiber throughout its network and that such fiber deployment may
 inhibit or facilitate D&E’s ability to provide service using certain
 technologies. Nothing in this Agreement shall limit Verizon’s ability to
 modify its network through the incorporation of new equipment or software or
 otherwise. D&E shall be solely responsible for the cost and activities
 associated with accommodating such changes in its own network. 

 
	
  

 	
  

 
	
 43.

 	
 Territory 

 
	
  

 	
  

 	
  

 
	
  

 	
 43.1

 	
 This Agreement applies to the territory in
 which Verizon operates as an Incumbent Local Exchange Carrier in the
 Commonwealth of Pennsylvania. 

 
	
  

 	
  

 	
  

 
	
  

 	
 43.2

 	
 Notwithstanding any other provision of this
 Agreement, Verizon may terminate this Agreement as to a specific operating
 territory or portion thereof if Verizon sells or otherwise transfers its
 operations in such territory or portion thereof to a third-person. Verizon
 shall provide D&E with at least 90 calendar days prior written notice of
 such termination, which shall be effective upon the date specified in the
 notice. Verizon shall be obligated to provide Services under this Agreement
 only within this territory. 

 
	
  

 	
  

 
	
 44.

 	
 Third Party Beneficiaries 

 
	
  

 	
  

 
	
  

 	
 Except as expressly set forth in this
 Agreement, this Agreement is for the sole benefit of the Parties and their
 permitted assigns, and nothing herein shall create or be construed to provide
 any third-persons (including, but not limited to, Customers or contractors of
 a Party) with any rights (including, but not limited to, any third-party
 beneficiary rights) hereunder. Except as expressly set forth in this
 Agreement, a Party shall have no liability under this Agreement to the
 Customers of the other Party or to any other third person. 

 
	
  

 	
  

 
	
 45.

 	
 251 and 271 Requirements 

 
	
  

 	
  

 	
  

 
	
  

 	
 45.1

 	
 The Parties agree that the performance of
 the terms of this Agreement will satisfy Verizon’s obligations under Section
 251 of the Act, and the requirements of the Checklist under Section 271 of
 the Act. 

 
	
  

 	
  

 	
  

 
	
  

 	
 45.2

 	
 The Parties understand and agree that this
 Agreement will be filed with the Commission and may thereafter be filed with
 the FCC as an integral part of an application by Verizon or an Affiliate of
 Verizon pursuant to Section 271(d) of the Act. In the event that any one or
 more of the provisions contained herein in Verizon’s reasonable determination
 is likely to adversely affect the application pursuant to Section 271(d) of
 the Act, the Parties agree to make the revisions necessary to eliminate such
 adverse effect on the application. 

 
	
  

 	
  

 
	
 46.

 	
 252(i) Obligations 

 
	
  

 	
  

 
	
  

 	
 46.1

 	
 To the extent required by Applicable Law,
 each Party shall comply with Section 252(i) of the Act and Appendix D,
 Sections 30 through 32, of the Merger Order (“Merger Order MFN Provisions”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 46.2

 	
 If D&E wishes to exercise any rights it
 may have under Section 252(i), D&E shall provide written notice thereof
 to Verizon. Upon Verizon’s receipt of said notice, 

 


24









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in accordance with Section 252(i), the
 Parties shall amend this Agreement in writing to appropriately reflect the
 Interconnection, services, and Network Elements, that D&E has elected to
 adopt pursuant to Section 252(i).

 
	
  

 	
  

 	
  

 
	
  

 	
 46.3

 	
 If D&E wishes to exercise any rights it
 may have under the Merger Order MFN Provisions, D&E shall provide written
 notice thereof to Verizon. Upon Verizon’s receipt of said notice, in
 accordance with the Merger Order MFN Provisions, the Parties shall amend this
 Agreement in writing to appropriately reflect the interconnection
 arrangements or unbundled Network Elements, that D&E has elected to adopt
 pursuant to the Merger Order MFN Provisions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 46.4

 	
 To the extent that the exercise by D&E
 of any rights it may have under Section 252(i) or the Merger Order MFN
 Provisions results in the rearrangement of Services by Verizon, D&E shall
 be solely liable for all costs associated therewith, as well as for any
 termination charges associated with the termination of existing Verizon
 Services. 

 
	
  

 	
  

 	
  

 
	
 47.

 	
 Use of Service 

 
	
  

 	
  

 	
  

 
	
  

 	
 Each Party shall make commercially
 reasonable efforts to ensure that its Customers comply with the provisions of
 this Agreement (including, but not limited to the provisions of applicable
 Tariffs) applicable to the use of Services purchased by it under this
 Agreement. 

 
	
  

 	
  

 
	
 48.

 	
 Waiver 

 
	
  

 	
  

 
	
  

 	
 A failure or delay of either Party to
 enforce any of the provisions of this Agreement, or any right or remedy
 available under this Agreement or at law or in equity, or to require
 performance of any of the provisions of this Agreement, or to exercise any
 option which is provided under this Agreement, shall in no way be construed
 to be a waiver of such provisions, rights, remedies or options. 

 
	
  

 	
  

 
	
 49.

 	
 Warranties 

 
	
  

 	
  

 
	
  

 	
 EXCEPT AS EXPRESSLY STATED IN THIS
 AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED,
 WITH RESPECT TO THE SERVICES PROVIDED, OR TO BE PROVIDED, UNDER THIS
 AGREEMENT AND THE PARTIES DISCLAIM ANY OTHER WARRANTIES, INCLUDING BUT NOT
 LIMITED TO, WARRANTIES OF
 MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
 WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES ARISING BY TRADE CUSTOM,
 TRADE USAGE, COURSE OF DEALING OR PERFORMANCE, OR OTHERWISE. 

 
	
  

 	
  

 
	
 50.

 	
 Withdrawal of Services 

 
	
  

 	
  

 	
  

 
	
  

 	
 50.1

 	
 Notwithstanding anything contained in this
 Agreement, except as otherwise required by Applicable Law, Verizon may
 terminate its offering and/or provision of any Service under this Agreement
 upon thirty (30) days prior written notice to D&E. 

 
	
  

 	
  

 	
  

 
	
  

 	
 50.2

 	
 Notwithstanding anything contained in this
 Agreement, except as otherwise required by Applicable Law, Verizon may with
 thirty (30) days prior written notice to D&E terminate any provision of
 this Agreement that provides for the payment by Verizon to D&E of
 compensation related to traffic, including, but not limited to, Reciprocal
 Compensation and other types of compensation for termination of 

 


25









	
  

 	
  

 
	
  

 	
 traffic delivered by Verizon to D&E.
 Following such termination, except as otherwise agreed in writing by the
 Parties, Verizon shall be obligated to provide compensation to D&E
 related to traffic only to the extent required by Applicable Law. If Verizon
 exercises its right of termination under this Section, the Parties shall
 negotiate in good faith appropriate substitute provisions for compensation
 related to traffic; provided, however, that except as otherwise voluntarily
 agreed by Verizon in writing in its sole discretion, Verizon shall be
 obligated to provide compensation to D&E related to traffic only to the
 extent required by Applicable Law. If within thirty (30) days after Verizon’s
 notice of termination the Parties are unable to agree in writing upon
 mutually acceptable substitute provisions for compensation related to
 traffic, either Party may submit their disagreement to dispute resolution in
 accordance with Section 14 of this Agreement. 

 


26





SIGNATURE PAGE


IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed as of the Effective Date. 


	
  

 	
  

 	
  

 
	
 D&E SYSTEMS, INC.

 	
  

 	
 VERIZON PENNSYLVANIA INC.

 



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ G. William Ruhl

 	
  

 	
 By: 

 	
 /s/ Jeffrey A. Masoner

 
	
  

 	


 	
  

 	
  

 	


 




	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Printed: G. William Ruhl

 	
  

 	
 Printed: Jeffrey A. Masoner

 
	
  

 	
  

 	
  

 
	
 Title: President and Chief Executive
 Officer

 	
  

 	
 Title Vice President – Interconnection
 Services Policy and Planning

 


27





GLOSSARY


	
  

 	
  

 	
  

 
	
 1.

 	
 General Rule 

 
	
  

 	
  

 
	
  

 	
 1.1

 	
 The provisions of Sections 1.1 through 1.4
 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 used in the Principal Document the terms listed in this
 Glossary shall have the meanings 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
 on 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, without limitation
 by the Telecommunications Act of 1996, Public Law 104-104 of the 104th United
 States Congress effective February 8, 1996), and as further interpreted in
 the duly authorized and effective rules and regulations of the FCC or the
 Commission.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 ADSL (Asymmetrical Digital Subscriber
 Line).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A transmission technology on twisted pair
 copper Loop plant, which transmits an asymmetrical digital signal of up to 6
 Mbps to the Customer and up to 640 kbps from the Customer, as specified in
 ANSI standards T1.413-1998 and Bell Atlantic Technical Reference TR-72575.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 Affiliate.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4

 	
 Agent.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An agent or servant.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.5

 	
 Agreement.

 


28









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement, as defined in Section 1 of
 the General Terms and Conditions.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.6

 	
 Automated Message Accounting (AMA).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The structure inherent in switch technology
 that initially records telecommunication message information. AMA format is
 contained in the Automated Message Accounting document, published by
 Telcordia Technologies as GR-1100-CORE that defines the industry standard for
 message recording.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.7

 	
 Ancillary Traffic.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All traffic that is destined for ancillary
 services, or that may have special billing requirements, including but not
 limited to the following: Directory Assistance, 911/E911, Operator Services
 (IntraLATA call completion), IntraLATA third party, collect and calling card,
 800/888 database query, LIDB, and information services requiring special
 billing.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.8

 	
 Automatic Number Identification (ANI).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The signaling parameter which refers to the
 number transmitted through the network identifying the billing number of the
 calling Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.9

 	
 Answer Supervision.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An off-hook supervisory signal.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.10

 	
 Applicable Law.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All effective laws, government regulations
 and orders, applicable to each Party’s performance of its obligations under
 this agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.11

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.12

 	
 Automatic Number Identification (ANI).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The signaling parameter which refers to the
 number transmitted through the network identifying the billing number of the
 calling Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.13

 	
 Basic Local Exchange Service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voice grade access to the network that
 provides: the ability to place and receive calls; touch-tone service, access
 to operator services; access to directory assistance; access to emergency
 services (E911); access to telephone relay service (TRS); access to
 Interexchange Carriers of the Customer’s choice; standard white pages
 directory listing; and toll blocking for low-income consumers participating
 in Lifeline (subject to technical feasibility).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.14

 	
 Bona Fide Request (BFR).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The process described in the UNE Attachment
 that prescribes the terms and conditions relating to a Party’s request that
 the other Party provides a UNE that it

 


29









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 is not otherwise required to provide under
 the terms of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.15

 	
 Business Day.
 

 
	
  

 	
  

 
	
  

 	
 Monday through Friday, except for holidays
 on which the U.S. mail is not delivered. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.16

 	
 Calendar Quarter.
 

 
	
  

 	
  

 
	
  

 	
 January through March, April through June,
 July through September, or October through December. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.17

 	
 Calendar Year.
 

 
	
  

 	
  

 
	
  

 	
 January through December. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.18

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.19

 	
 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 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.20

 	
 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 combination End
 Office/Tandem Office Switch. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.21

 	
 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). 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.22

 	
 CLEC (Competitive Local Exchange Carrier).
 

 
	
  

 	
  

 
	
  

 	
 Any corporation or other person legally
 able to provide Local Exchange Service in competition with an ILEC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.23

 	
 CLLI Codes.
 

 
	
  

 	
  

 
	
  

 	
 Common Language Location Identifier Codes. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.24

 	
 Centralized Message Distribution System
 (CMDS). 

 
	
  

 	
  

 
	
  

 	
 The billing record and clearing house
 transport system that ILECs use to 

 


30









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 efficiently exchange out collects and in
 collects as well as Carrier Access Billing System (CABS) records.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.25

 	
 Commission.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pennsylvania Public Utilities Commission

 
	
  

 	
  

 	
  

 
	
  

 	
 2.26

 	
 Conversation Time.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The time that both Parties’ equipment is
 used for a completed call measured from the receipt of Answer Supervision to
 the receipt of Disconnect Supervision.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.27

 	
 Calling Party Number (CPN).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A CCS parameter that identifies the calling
 party’s telephone number.

 
	
  

 	
  

 	
  

 
	
  

 	
2.28

 	
 CPNI (Customer Proprietary Network
 Information). 

Shall have the meaning set forth in Section 222 of the Act, 47
 U.S.C. § 222.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.29

 	
 Cross Connection.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A jumper cable or similar connection,
 provided in connection with a Collocation arrangement at the digital signal
 cross connect, Main Distribution Frame or other suitable frame or panel
 between (i) the Collocating Party’s equipment and (ii) the equipment or
 facilities of the Housing Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.30

 	
 Customer.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A third party residence or business
 end-user subscriber to Telephone Exchange Services provided by either of the
 Parties.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.31

 	
 Digital Signal Level.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 One of several transmission rates in the
 time-division multiplex hierarchy.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.32

 	
 Digital Signal Level 0 (DS0).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The 64kbps zero-level signal in the
 time-division multiplex hierarchy.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.33

 	
 Digital Signal Level 1 (DS1).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The 1.544 Mbps first-level signal in the
 time-division multiplex hierarchy.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.34

 	
 Digital Signal Level 3 (DS3).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The 44.736 Mbps third-level signal in the
 time-division multiplex hierarchy.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.35

 	
 Effective Date.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Preface of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.36

 	
 EMI (Exchange Message Interface). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Standard used for the interexchange of
 telecommunications message information

 


31









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 between 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 Telcom
 Industry Solutions.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.37

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.38

 	
 Entrance Facility.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The facility between a Party’s designated
 premises and the Central Office serving that designated premises.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.39

 	
 Exchange Access.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.40

 	
 Extended Local Calling Scope Arrangement.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An arrangement that provides a Customer a
 local calling scope (Extended Area Service, “EAS”), outside of the Customer’s
 basic exchange serving area. Extended Local Calling Scope Arrangements may be
 either optional or non-optional. “Optional Extended Local Calling Scope
 Arrangement Traffic” is traffic that under an optional Extended Local Calling
 Scope Arrangement chosen by the Customer terminates outside of the Customer’s
 basic exchange serving area.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.41

 	
 FCC.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Federal Communications Commission.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.42

 	
 FCC Internet Order.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Order on Remand and Report and Order, In the Matter of Implementation of the Local
 Competition Provisions in the Telecommunications Act of 1996, Intercarrier
 Compensation for ISP Bound Traffic, FCC 01-131, CC Docket Nos.
 96-98 and 99-68, adopted April 18, 2001.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.43

 	
 FCC Regulations.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The regulations duly and lawfully promulgated
 by the FCC, as amended from time to time.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.44

 	
 HDSL (High-Bit Rate Digital Subscriber
 Line). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A transmission technology that transmits up
 to a DS1 level signal, using any one of the following line codes: 2 Binary/1
 Quartenary (2B1Q), Carrierless AM/PM, Discrete Multitone (DMT) or 3 Binary/1
 Octal (3BO).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.45

 	
 IDLC (Integrated Digital Loop Carrier).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A subscriber Loop carrier system which
 integrates within the switch at a DS1 level that is twenty-four (24) Loop
 transmission paths combined into a 1.544

 


32









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mbps digital signal.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.46

 	
 ILEC (Incumbent Local Exchange Carrier).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning stated in the Act. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.47

 	
 Inside Wire or Inside Wiring.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All wire, cable, terminals, hardware, and other
 equipment or materials on the customer’s side of the Rate Demarcation Point.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.48

 	
 Internet Traffic.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any traffic that is transmitted to or
 returned from the Internet at any point during the duration of the
 transmission.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.49

 	
 InterLATA Service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.50

 	
 IntraLATA.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telecommunications services that originate
 and terminate at a point within the same LATA.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.51

 	
 IP (Interconnection Point).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For Reciprocal Compensation Traffic, the
 point at which a Party who receives Reciprocal Compensation Traffic from the
 other Party assesses Reciprocal Compensation charges for the further
 transport and termination of that Reciprocal Compensation Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.52

 	
 ISDN (Integrated Services Digital Network).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A switched network service providing
 end-to-end digital connectivity for the simultaneous transmission of voice
 and data. Basic Rate Interface-ISDN (BRI-ISDN) provides for digital
 transmission of two (2) 64 kbps bearer channels and one (1) 16 kbps data and
 signaling channel (2B+D). Primary Rate Interface-ISDN (PRI-ISDN) provides for
 digital transmission of twenty-three (23) 64 kbps bearer channels and one (1)
 64 kbps data and signaling channel (23B+D).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.53

 	
 ISDN User Part (ISUP).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A part of the SS7 protocol that defines
 call setup messages and call takedown messages.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.54

 	
 IXC (Interexchange Carrier).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Telecommunications Carrier that provides,
 directly or indirectly, InterLATA or intraLATA Telephone Toll Services.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.55

 	
 LATA (Local Access and Transport Area).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 


33









	
  

 	
  

 	
  

 
	
  

 	
 2.56

 	
 LEC (Local Exchange Carrier).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.57

 	
 LERG (Local Exchange Routing Guide).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Telcordia Technologies reference
 customarily used to identify NPANXX routing and homing information, as well
 as network element and equipment designation.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.58

 	
 LIDB (Line Information Data Base).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 One or all, as the context may require, of
 the Line Information databases owned individually by Verizon and other
 entities which provide, among other things, calling card validation
 functionality for telephone line number cards issued by Verizon and other
 entities. A LIDB also contains validation data for collect and third
 number-billed calls; i.e., Billed Number Screening.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.59

 	
 Line Side.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An End Office Switch connection that
 provides transmission, switching and optional features suitable for Customers
 connection to the public switched network, including loop start supervision,
 ground start supervision and signaling for BRI-ISDN service.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.60

 	
 Loop.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A transmission path that extends from a
 Main distribution Frame, DSX-panel, or functionally comparable piece of
 equipment in a Customer’s serving End Office to the Rate Demarcation Point
 (or NID if installed at the Rate Demarcation Point) in or at the customer’s
 premises. The actual transmission facilities used to provide a Loop may
 utilize any of several technologies.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.61

 	
 LSR (Local Service Request).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The industry standard form, which contains
 data elements and usage rules, used by the Parties to establish, add, change
 or disconnect resold services and Unbundled Network Elements for the purposes
 of competitive local services.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.62

 	
 MDF (Main Distribution Frame).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The primary point at which outside plant
 facilities terminate within a Wire Center, for interconnection to other
 telecommunications facilities within the Wire Center. The distribution frame
 used to interconnect cable pairs and line trunk equipment terminating on a
 switching system.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.63

 	
 Measured Internet Traffic.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dial-up, switched Internet Traffic
 originated by a Customer of one Party on that Party’s network at a point in a
 Verizon local calling area, 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 Verizon local calling area. Verizon local calling areas
 shall be as defined in Verizon customer tariffs in Pennsylvania as

 


34









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 amended from time to time. For the purposes
 of this definition, a Verizon local calling area includes a Verizon
 non-optional Extended Local Calling Scope Arrangement, but does not include a
 Verizon optional Extended Local Calling Scope Arrangement. Calls originated
 on a 1+ presubscription basis, or on a casual dialed (10XXX/101XXXX) basis,
 are not considered Measured Internet Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.64

 	
 Merger Order 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The FCC’s ORDER “In re Application of GTE
 Corporation, Transferor, and Bell Atlantic Corporation, Transferee, For
 Consent to Transfer of Control of Domestic and International Section 214 and
 310 Authorizations and Application to Transfer of a Submarine Cable Landing
 License”, Memorandum Opinion and Order, FCC CC Docket No. 98-184, FCC 00-221
 (June 16, 2000), as modified from time to time.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.65

 	
 MECAB (Multiple Exchange Carrier Access
 Billing). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 or more states within a single LATA.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.66

 	
 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 [BellCore] 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.67

 	
 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 area code), followed by a 3-digit NXX code and
 4 digit line number.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.68

 	
 Network Element.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning stated in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.69

 	
 NID (Network Interface Device).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Verizon provided interface terminating
 Verizon’s Telecommunications network on the property where the Customer’s
 service is located at a point determined by Verizon. The NID contains a FCC
 Part 68 registered jack from which inside wire may be connected to Verizon’s
 network.

 


35









	
  

 	
  

 	
  

 
	
  

 	
 2.70

 	
 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. Each NPA contains 800 possible NXX Codes. 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.71

 	
 NXX, NXX Code, Central Office Code or CO
 Code. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The three-digit switch entity indicator
 (i.e. the first three digits of a seven-digit telephone number).Each NXX Code
 contains 10,000 station numbers.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.72

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.73

 	
 POI (Point of Interconnection).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The physical location where the originating
 Party’s facilities physically interconnect with the terminating Party’s
 facilities for the purpose of exchanging traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.74

 	
 Port.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A line card (or equivalent) and associated
 peripheral equipment on an End Office Switch that interconnects individual
 Loops or individual Customer trunks with the switching components of an End
 Office Switch and the associated switching functionality in that End Office
 Switch. Each Port is typically associated with one (or more) telephone
 number(s) that serves as the Customer’s network address. The Port is part of
 the provision of unbundled local Switching Element.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.75

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.76

 	
 Providing Party.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Party offering or providing a Service to
 the other Party under this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.77

 	
 Purchasing Party.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Party requesting or receiving a Service
 from the other Party under this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.78

 	
 Rate Center Area or Exchange Area.
 

 


36









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.79

 	
 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 customers for distance-sensitive
 Telephone Exchange Services and Toll Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.80

 	
 Rate Demarcation Point.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The physical point in a Verizon provided
 network facility at which Verizon’s responsibility for maintaining that
 network facility ends and the Customer’s responsibility for maintaining the
 remainder of the facility begins, as set forth in Verizon’s applicable
 Tariffs, if any, or as otherwise prescribed under Applicable Law.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.81

 	
 Reciprocal Compensation.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The arrangement for recovering, in
 accordance with Section 251(b)(5) of the Act, the FCC Internet Order, 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 Interconnection Attachment).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.82

 	
 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, except for Telecommunications
 traffic that is interstate or intrastate Exchange Access, Information Access,
 or exchange services for Exchange Access or Information Access. The determination
 of whether Telecommunications traffic is Exchange Access or Information
 Access shall be based upon Verizon’s local calling areas. Reciprocal
 Compensation Traffic does not include: (1) any Internet Traffic; (2) traffic
 that does not originate and terminate within the same Verizon local calling
 area as defined by Verizon; (3) Toll Traffic, including, but not limited to,
 calls originated on a 1+ presubscription basis, or on a casual dialed
 (10XXX/101XXXX) basis; (4) Optional Extended Local Calling Arrangement
 Traffic; (5) special access, private line, Frame Relay, ATM, or any other
 traffic that is not switched by the terminating Party; (6) Tandem Transit
 Traffic; or, (7) Voice Information Service Traffic (as defined in Section 5
 of the Additional Services Attachment). For the purposes of this definition,
 a Verizon local calling area includes a Verizon non-optional Extended Local
 Calling Scope Arrangement, but does not include a Verizon optional Extended
 Local Calling Scope Arrangement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.83

 	
 Retail Prices.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The prices at which a Service is provided
 by Verizon at retail to subscribers who are not Telecommunications Carriers.

 


37









	
  

 	
  

 	
  

 
	
  

 	
 2.84

 	
 Routing Point.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A specific geographic point identified by a
 specific V&H coordinate. The Routing Point is used to route inbound
 traffic to specified NAP-NXXs and the Rate Center Point is used to calculate
 mileage measurements for distance-sensitive transport charges of switched
 access services. Pursuant to Telecordia Practice BR-795-100-100, the RateCenter
 Point may be an End Office location, or a “LEC Consortium Point Of
 Interconnection.” 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.85

 	
 SCP (Service Control Point).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The node in the Common Channel Signaling
 network to which informational requests for service handling, such as
 routing, are directed and processed. The SCP is a real time database system
 that, based on a query from a SSP and via a Signaling Transfer Point,
 performs subscriber or application-specific service logic, and then sends
 instructions back to the SSP on how to continue call processing.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.86

 	
 Service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Interconnection arrangement, Network
 Element, Telecommunications Service, Collocation arrangement, or other
 service, facility or arrangement, offered for sale by a Party under this
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.87

 	
  (SONET) Synchronous Optical Network.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Synchronous electrical (STS) or optical
 channel (OC) connections between LECs.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.88

 	
 Signaling Point (SP).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A node in the CCS network that originates
 and/or receives signaling messages, or transfers signaling messages from one
 signaling link to another, or both.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.89

 	
 SSP (Service Switching Point).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Signaling Point that can launch queries
 to databases and receive/interpret responses used to provide specific
 Customer services.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.90

 	
 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).
 Verizon and D&E currently utilize this out-of-band signaling protocol.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.91

 	
 STP (Signal Transfer Point).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A packet switch in the CCS network that is
 used to route signaling messages among SSPs, SCPs and other STPs in order to
 set up calls and to query

 


38









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 databases for advanced services. Verizon’s
 network includes mated pairs of local and regional STPs. STPs are provided in
 pairs for redundancy. Verizon STPs conform to ANSI T1.111-8 standards. It
 provides SS7 Network Access and performs SS7 message routing and screening.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.92

 	
 Subsidiary.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A corporation or other legal entity that is
 controlled by a Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.93

 	
 Switched Access Detail Usage Data.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A category 1101XX record as defined in the
 EMI Bellcore Practice BR-010-200-010.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.94

 	
 Switched Access Summary Usage Data.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A category 1150XX record as defined in the
 EMI Bellcore Practice BR-010-200-010.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.95

 	
 Switched Exchange Access Service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The offering of transmission and switching
 services for the purpose of the origination or termination of Toll Traffic.
 Switched Exchange Access Services include but may not be limited to: Feature
 Group A, Feature Group B, Feature Group D, 700 access, 800 access, 888 access
 and 900 access.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.96

 	
 Tandem Switches,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 point of
 presence, and to provide Switched Exchange Access Services.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.97

 	
 Tariff.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.97.1

 	
 Any applicable Federal or state tariff of a
 Party, as amended from time-to-time; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.97.2

 	
 Any standard agreement or other document,
 as amended from time-to-time, that sets forth the generally available terms,
 conditions and prices under which a Party offers a Service. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The term “Tariff” does not include any
 Verizon statement of generally available terms (SGAT) which has been approved
 or is pending approval by the Commission pursuant to Section 252(f) of the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.98

 	
 Telcordia Technologies.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Formerly known as Bell Communications
 Research, a wholly owned subsidiary of Science Applications International
 Corporation (SAIC). The organization conducts research and development
 projects for its owners, including development of new Telecommunications
 Services. Telcordia Technologies also provides generic requirements for the
 telecommunications industry for products, services and technologies.

 


39









	
  

 	
  

 	
  

 
	
  

 	
 2.99

 	
 Telecommunications Carrier.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.100

 	
 Telecommunications Services.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.101

 	
 Telephone Exchange Service.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the meaning set forth in the
 Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.102

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.103

 	
 Toll Traffic.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Traffic that is originated by a Customer of
 one Party on that Party’s network and terminates to a Customer of the other
 Party on that other Party’s network and is not Reciprocal Compensation
 Traffic, Measured Internet Traffic or Ancillary Traffic. Toll Traffic may be
 either “IntraLATA Toll Traffic” or “InterLATA Toll Traffic,” depending on
 whether the originating and terminating points are within the same LATA.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.104

 	
 Toxic or Hazardous Substance.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Toxic or Hazardous Substance means any
 substance designated or defined as toxic or hazardous under any
 “Environmental Law” or that pose 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, Sate 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.105

 	
 Traffic Factor 1.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For traffic exchanged via Interconnection
 Trunks, a percentage calculated by dividing the number of minutes of
 interstate traffic (excluding Measured Internet Traffic) by the total number
 of minutes of interstate and intrastate traffic. ([Interstate Traffic Total
 Minutes of Use {excluding Measured Internet Traffic Total Minutes of Use} ÷
 {Interstate Traffic Total Minutes of Use + Intrastate 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.”

 


40









	
  

 	
  

 	
  

 
	
  

 	
 2.106

 	
 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 intrastate traffic. ([{Reciprocal Compensation
 Traffic Total Minutes of Use + Measured Internet Traffic Total Minutes of
 Use} ÷ Intrastate 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.”

 
	
  

 	
  

 	
  

 
	
  

 	
 2.107

 	
 Trunk Side.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Central Office Switch connection that is
 capable of, and has been programmed to treat the circuit as, connecting to
 another switching entity, for example, to another carrier’s network. Trunk
 side connections offer those transmission and signaling features appropriate
 for the connection of switching entities and cannot be used for the direct
 connection of ordinary telephone station sets.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.108

 	
 Universal Digital Loop Carrier (UDLC).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 UDLC arrangements consist of the Central
 Office Terminal and the Remote Terminal located in the outside plant or
 customer premises. The Central Office and the Remote Terminal units perform
 analog to digital conversions to allow the feeding facility to be digital.
 UDLC is deployed where the types of services to be provisioned by the systems
 cannot be integrated such as non-switched services and unbundled loops.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.109

 	
 Unbundled Network Element (UNE).
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Network Element that Verizon is obligated
 to provide to CLECs on an unbundled basis pursuant to Applicable Law.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.110

 	
 V and H Coordinates Method.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A method of computing airline miles between
 two points by utilizing an established formula that is based on the vertical
 and horizontal coordinates of the two points.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.111

 	
 Voice Grade.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Either an analog signal of 300 to 3000 Hz
 or a digital signal of 56/64 kilobits per second. When referring to digital
 Voice Grade service (a 56-64 kbps channel), the terms “DS0” or “sub-DS1” may
 also be used.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.112

 	
 Wire Center.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A building or portion thereof which serves
 as a Routing Point for Switched Exchange Access Service. The Wire Center
 serves as the premises for one or more Central Offices.

 


41






ADDITIONAL SERVICES ATTACHMENT


	
  

 	
  

 	
  

 
	
 1.

 	
 Alternate
 Billed Calls

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1

 	
 The Parties will engage in settlements of intraLATA intrastate
 alternate-billed calls (e.g., collect, calling card, and
 third-party billed calls) originated or authorized by their respective
 Customers in accordance with an arrangement mutually agreed to by the
 Parties.

 
	
  

 	
  

 	
  

 
	
 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

 
	
  

 	
  

 
	
  

 	
 3.1

 	
 Either Party may
 request that the other Party provide the requesting Party with
 nondiscriminatory access to the other Party’s directory assistance services
 (DA), IntraLATA operator call completion services (0S), and/or directory
 assistance listings database. If either Party makes such a request, the
 Parties shall enter into a mutually acceptable written agreement for such
 access.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 D&E 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.

 	
 Directory
 Listing and Directory Distribution

 
	
  

 	
  

 
	
  

 	
 To the extent
 required by Applicable Law, Verizon will provide directory services to
 D&E. Such services will be provided in accordance with the terms set
 forth herein.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 Listing
 Information.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 As used herein, “Listing
 Information” means a D&E Customer’s primary name, address (including
 city, state and zip code), telephone number(s), the delivery address and
 number of directories to be delivered, and, in the case of a business
 Customer, the primary business heading under which the business Customer
 desires to be placed, and any other information Verizon deems necessary for
 the publication and delivery of directories.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.2

 	
 Listing
 Information Supply.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D&E shall provide to Verizon on a regularly
 scheduled basis, at no charge, and in a format required by Verizon or by a
 mutually agreed upon industry standard (e.g., Ordering and Billing Forum
 developed), all Listing Information and the service address for each D&E
 Customer whose service address location falls within the geographic area
 covered by the relevant Verizon directory. D&E shall also provide to
 Verizon on a daily basis, (a) information showing D&E Customers who have
 disconnected or terminated their service with D&E; and (b) delivery information
 for each non-listed or non-published D&E Customer to enable Verizon to
 perform it’s directory distribution responsibilities. Verizon shall promptly
 provide to D&E, (normally within forty-eight (48) hours of receipt by
 Verizon, excluding non-Business Days), a query on any listing that is not
 acceptable.

 


42









	
  

 	
  

 	
  

 
	
  

 	
 4.3

 	
 Listing Inclusion
 and Distribution.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon shall
 include each D&E Customer’s Primary Listing in the appropriate
 alphabetical directory and, for business Customers, in the appropriate
 classified (Yellow Pages) directory in accordance with the directory
 configuration, scope and schedules determined by Verizon in its sole
 discretion, and shall provide initial distribution of such directories to
 such D&E Customers in the same manner it provides initial distribution of
 such directories to its own Customers. “Primary Listing” means a Customer’s
 primary name, address, and telephone number. Listings of D&E’s Customers
 shall be interfiled with listings of Verizon’s Customers and the Customers of
 other LECs included in the Verizon directories. D&E shall pay Verizon’s
 tariffed charges for additional and foreign alphabetical listings and other
 alphabetical services (e.g. caption arrangements) for D&E’s Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.4

 	
 Verizon
 Information.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Upon request by
 D&E, Verizon shall make available to D&E the following information to
 the extent that Verizon provides such information to its own business offices
 a directory list of relevant NXX codes, directory and “Customer Guide” close
 dates, publishing data, and Yellow Pages headings. Verizon also will make
 available to D&E, upon written request, a copy of Verizon’s alphabetical
 listings standards and specifications manual.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.5

 	
 Confidentiality of
 Listing Information.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon shall
 accord D&E Listing Information the same level of confidentiality that
 Verizon accords its own listing information, and shall use such Listing
 Information solely for the purpose of providing directory-related services;
 provided, however, that should Verizon elect to do so, it may use or license
 D&E Listing Information for directory publishing, direct marketing, or
 any other purpose for which Verizon uses or licenses its own listing
 information, so long as D&E Customers are not separately identified as
 such; and provided further that D&E may identify those of its Customers
 who request that their names not be sold for direct marketing purposes, and
 Verizon shall honor such requests to the same extent it does so for its own
 Customers. Verizon shall not be obligated to compensate D&E for Verizon’s
 use or licensing of D&E Listing Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.6

 	
 Accuracy.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Both Parties shall
 use commercially reasonable efforts to ensure the accurate publication of
 D&E Customer listings. At D&E’s request, Verizon shall provide
 D&E with a report of all D&E Customer listings normally no more than
 ninety (90) days and no less than thirty (30) days prior to the service order
 close date for the applicable directory. Verizon shall process any
 corrections made by D&E with respect to its listings, provided such
 corrections are received prior to the close date of the particular directory.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.7

 	
 Indemnification.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D&E shall
 adhere to all practices, standards, and ethical requirements established by
 Verizon with regard to listings. By providing Verizon with Listing
 Information, D&E warrants to Verizon that D&E has the right to
 provide such Listing Information to Verizon on behalf of its Customers.
 D&E shall make commercially reasonable efforts to ensure that any
 business or person to be 

 


43









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 listed is
 authorized and has the right (a) to provide the product or service offered,
 and (b) to use any personal or corporate name, trade name, trademark, service
 mark or language used in the listing. D&E agrees to release, defend, hold
 harmless and indemnify Verizon from and against any and all claims, losses,
 damages, suits, or other actions, or any liability whatsoever, suffered,
 made, instituted, or asserted by any person arising out of Verizon’s
 publication or dissemination of the Listing Information as provided by
 D&E hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.8

 	
 Liability.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon’s
 liability to D&E in the event of a Verizon error in or omission of a
 listing shall not exceed the lesser of the amount of charges actually paid by
 D&E for such listing or the amount by which Verizon would be liable to
 its own customer for such error or omission. D&E agrees to take all
 reasonable steps, including, but not limited to, entering into appropriate
 contractual provisions with its Customers, to ensure that its and Verizon’s
 liability to D&E’s Customers in the event of a Verizon error in or
 omission of a listing shall be subject to the same limitations of liability
 applicable between Verizon and its own Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.9

 	
 Service
 Information Pages.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon shall
 include all D&E NXX codes associated with the geographic areas to which each directory pertains, to the
 extent it does so for Verizon’s own NXX codes, in any lists of such codes
 that are contained in the general reference portion of each directory.
 D&E’s NXX codes shall appear in such lists in the same manner as
 Verizon’s NXX information. In addition, when D&E is authorized to, and is
 offering, local service to Customers located within the geographic area
 covered by a specific directory, at D&E’s request, Verizon shall include,
 at no charge, in the “Customer Guide” or comparable section of the applicable
 alphabetical directories, D&E’s critical contact information for
 D&E’s installation, repair and Customer service, as provided by D&E,
 and such other essential local service oriented information as is agreed to
 in writing by the Parties. Such critical contact information shall appear
 alphabetically by local exchange carrier and in accordance with Verizon’s
 generally applicable policies. D&E shall be responsible for providing the
 necessary information to Verizon by the applicable close date for each
 affected directory.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.10

 	
 Directory
 Publication.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Nothing in this
 Agreement shall require Verizon to publish a directory where it would not
 otherwise do so.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.11

 	
 Other Directory
 Services.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D&E
 acknowledges that if D&E desires directory services in addition to those
 described herein, such additional services must be obtained under separate
 agreement with Verizon’s directory publishing company.

 
	
  

 	
  

 
	
 5.

 	
 Information
 Services Traffic

 
	
  

 	
  

 	
  

 
	
  

 	
 5.1

 	
 For purposes of
 this Section 5, Voice Information Services and Voice Information Services
 Traffic refer to switched voice traffic, delivered to information service
 providers who offer recorded voice announcement information or open vocal
 discussion programs to the general public. Voice Information Services Traffic
 does not include any form of Internet Traffic. Voice Information Services
 Traffic

 


44









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 services Traffic is not subject to Reciprocal Compensation
 charges under Section 7 of the Interconnection Attachment.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.2

 	
 If a D&E
 Customer is served by resold Verizon Telecommunications Service or a Verizon
 Local Switching UNE, subject to any call blocking feature used by D&E, to
 the extent reasonably feasible, Verizon will route Voice Information Services
 Traffic originating from such Service or UNE to the Voice Information Service
 platform. For such Voice Information Services Traffic, unless D&E has
 entered into an arrangement with Verizon to bill and collect Voice
 Information Services provider charges from D&E’s Customers, D&E shall
 pay to Verizon without discount the Voice Information Services provider
 charges. D&E shall pay Verizon such charges in full regardless of whether
 or not it collects such charges from its own Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.3

 	
 D&E shall have
 the option to route Voice Information Services Traffic that originates on its
 own network to the appropriate Voice Information Services platform(s)
 connected to Verizon’s network. In the event D&E exercises such option,
 D&E will establish, at its own expense, a dedicated trunk group to the
 Verizon Voice Information Service serving switch. This trunk group will be
 utilized to allow D&E to route Voice Information Services Traffic
 originated on its network to Verizon. For such Voice Information Services
 Traffic, unless D&E has entered into an arrangement with Verizon to bill
 and collect Voice Information Services provider charges from D&E’s
 Customers, D&E shall pay to Verizon without discount the Voice
 Information Services provider charges. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.4

 	
 D&E shall pay
 Verizon such charges in full regardless of whether or not it collects charges
 for such calls from its own Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.5

 	
 For variable rated
 Voice Information Services Traffic (e.g., NXX 550, 540, 976, 970, 940, as
 applicable) from D&E Customers served by resold Verizon Telecommunications
 Services or a Verizon Local Switching Network Element, D&E shall either
 (a) pay to Verizon without discount the Voice Information Services provider
 charges, or (b) enter into an arrangement with Verizon to bill and collect
 Voice Information Services provider charges from D&E’s Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.6

 	
 Either Party may
 request the other Party provide the requesting Party with non discriminatory
 access to the other party’s information services platform, where such
 platform exists. If either Party makes such a request, the Parties shall
 enter into a mutually acceptable written agreement for such access.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.7

 	
 In the event
 D&E exercises such option, D&E will establish, at its own expense, a
 dedicated trunk group to the Verizon Information Service serving switch. This
 trunk group will be utilized to allow D&E to route information services
 traffic originated on its network to Verizon.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Intercept
 and Referral Announcements

 
	
  

 	
  

 	
  

 
	
  

 	
 6.1

 	
 When a Customer
 changes its service provider from Verizon to D&E, or from D&E to
 Verizon, and does not retain its original telephone number, the Party
 formerly providing service to such Customer shall provide a referral
 announcement (“Referral Announcement”) on the abandoned telephone number
 which provides the Customer’s new number or other appropriate information, to
 the extent known to the Party formerly providing service. Notwithstanding the
 foregoing, a Party shall not be obligated under this Section to provide a
 Referral

 


45









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Announcement if
 the Customer owes the Party unpaid overdue amounts or the Customer requests
 that no Referral Announcement be provided.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.2

 	
 Referral
 Announcements shall be provided, in the case of business Customers, for a
 period of not less than one hundred and twenty (120) days after the date the
 Customer changes its telephone number, and, in the case of residential
 Customers, not less than thirty (30) days after the date the Customer changes
 its telephone number; provided that if a longer time period is required by
 Applicable Law, such longer time period shall apply. Except as otherwise
 provided by Applicable Law, the period for a referral may be shortened by the
 Party formerly providing service if a number shortage condition requires
 reassignment of the telephone number.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.3

 	
 This referral
 announcement will be provided by each Party at no charge to the other Party;
 provided that the Party formerly providing service may bill the Customer its
 standard Tariff charge, if any, for the referral announcement.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Originating
 Line Number Screening (OLNS)

 
	
  

 	
  

 	
  

 
	
  

 	
 Upon request,
 Verizon will update its database used to provide originating line number
 screening (the database of information which indicates to an operator the
 acceptable billing methods for calls originating from the calling number
 (e.g., penal institutions, COCOTS).

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Operations
 Support Systems (OSS)

 
	
  

 	
  

 	
  

 
	
  

 	
 8.1

 	
 Definitions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.1

 	
 Verizon Operations
 Support Systems: Verizon systems for pre-ordering, ordering,
 provisioning, maintenance and repair, and billing.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.2

 	
 Verizon OSS
 Services: Access to Verizon Operations Support Systems functions. The term
 “Verizon OSS Services” includes, but is not limited to: (a) Verizon’s
 provision of D&E Usage Information to D&E pursuant to Section 8.1.3
 below; and, (b) “Verizon OSS Information”, as defined in Section 8.1.4 below.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.3

 	
 Verizon OSS
 Facilities: Any gateways, interfaces, databases, facilities, equipment,
 software, or systems, used by Verizon to provide Verizon OSS Services to
 D&E.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.4

 	
 Verizon OSS
 Information: Any information accessed by, or disclosed or provided to, D&E
 through or as a part of Verizon OSS Services. The term “Verizon OSS
 Information” includes, but is not limited to: (a) any Customer Information
 related to a Verizon Customer or a D&E Customer accessed by, or disclosed
 or provided to, D&E through or as a part of Verizon OSS Services; and,
 (b) any D&E Usage Information (as defined in Section 8.1.6 below)
 accessed by, or disclosed or provided to, D&E.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.5

 	
 Verizon Retail
 Telecommunications Service: Any Telecommunications Service that Verizon
 provides at retail to subscribers that are not Telecommunications Carriers.
 The term “Verizon Retail Telecommunications Service” does not include any
 Exchange Access service (as defined in Section 3(16) of the Act, 47 U.S.C. §
 153(16)) provided by Verizon.

 


46









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.6

 	
 D&E Usage
 Information: The usage information for a Verizon Retail Telecommunications
 Service purchased by D&E under this Agreement that Verizon would record
 if Verizon was furnishing such Verizon Retail Telecommunications Service to a
 Verizon end-user retail Customer.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.7

 	
 Customer
 Information: CPNI of a Customer and any other non-public, individually
 identifiable information about a Customer or the purchase by a Customer of
 the services or products of a Party.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.2

 	
 Verizon OSS
 Services.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.1

 	
 Upon request by
 D&E, Verizon shall provide to D&E, pursuant to Section 251(c)(3) of
 the Act, 47 U.S.C. § 251(c)(3), Verizon OSS Services.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.2

 	
 Subject to the
 requirements of Applicable Law, Verizon Operations Support Systems, Verizon
 Operations Support Systems functions, Verizon OSS Facilities, Verizon OSS
 Information, and the Verizon OSS Services that will be offered by Verizon,
 shall be as determined by Verizon. Subject to the requirements of Applicable
 Law, Verizon shall have the right to change Verizon Operations Support
 Systems, Verizon Operations Support Systems functions, Verizon OSS
 Facilities, Verizon OSS Information, and the Verizon OSS Services, from
 time-to-time, without the consent of D&E.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.3

 	
 D&E Usage
 Information.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.3.1

 	
 Upon request by **
 CLEC, Verizon shall provide to D&E, pursuant to Section 251(c)(3) of the
 Act, 47 U.S.C. § 251(c)(3), D&E Usage Information.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.3.2

 	
 D&E Usage
 Information will be available to D&E through the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.3.2.1

 	
 Daily Usage File
 on Data Tape.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.3.2.2

 	
 Daily Usage File
 through Network Data Mover (NDM).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.3.2.3

 	
 Daily Usage File
 through Centralized Message Distribution System (CMDS) (Former Bell Atlantic
 service areas only).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.3.2.4

 	
 D&E Usage
 Information will be provided in a Bellcore Exchange Message Records (EMI)
 format.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.3.2.5

 	
 Daily Usage File
 Data Tapes provided pursuant to Section 8.3.2.1 above will be issued each
 day, Monday through Friday, except holidays observed by Verizon.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.3.3

 	
 Except as stated
 in this Section 8.3, subject to the requirements of Applicable Law, the
 manner in which, and the frequency with which, D&E Usage Information will
 be provided to D&E shall be determined by Verizon.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.4

 	
 Access to and Use
 of Verizon OSS Facilities.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.1

 	
 Verizon OSS
 Facilities may be accessed and used by D&E only to the extent necessary
 for D&E’s access to and use of Verizon OSS Services 

 


47









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 pursuant to the
 Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.2

 	
 Verizon OSS
 Facilities may be accessed and used by D&E only to provide
 Telecommunications Services to D&E Customers.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.3

 	
 D&E shall
 restrict access to and use of Verizon OSS Facilities to D&E. This Section
 8 does not grant to D&E any right or license to grant sublicenses to
 other persons, or permission to other persons (except D&E’s employees,
 agents and contractors, in accordance with Section 8.4.7 below), to access or
 use Verizon OSS Facilities.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.4

 	
 D&E shall not
 (a) alter, modify or damage the Verizon OSS Facilities (including, but not
 limited to, Verizon software), (b) copy, remove, derive, reverse engineer, or
 decompile, software from the Verizon OSS Facilities, or (c) obtain access
 through Verizon OSS Facilities to Verizon databases, facilities, equipment,
 software, or systems, which are not offered for D&E’s use under this
 Section 8.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.5

 	
 D&E shall
 comply with all practices and procedures established by Verizon for access to
 and use of Verizon OSS Facilities (including, but not limited to, Verizon
 practices and procedures with regard to security and use of access and user
 identification codes).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.6

 	
 All practices and
 procedures for access to and use of Verizon OSS Facilities, and all access
 and user identification codes for Verizon OSS Facilities: (a) shall remain
 the property of Verizon; (b) shall be used by D&E only in connection with
 D&E’s use of Verizon OSS Facilities permitted by this Section 8; (c)
 shall be treated by D&E as Confidential Information of Verizon pursuant
 to Section 10 of the Agreement; and, (d) shall be destroyed or returned by
 D&E to Verizon upon the earlier of request by Verizon or the expiration
 or termination of the Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.7

 	
 D&E’s
 employees, agents and contractors may access and use Verizon OSS Facilities
 only to the extent necessary for D&E’s access to and use of the Verizon
 OSS Facilities permitted by this Agreement. Any access to or use of Verizon
 OSS Facilities by D&E’s employees, agents, or contractors, shall be
 subject to the provisions of the Agreement, including, but not limited to,
 Section 10 of the Agreement and Section 8.5.2.3 of this Attachment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.5

 	
 Verizon OSS
 Information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.1

 	
 Subject to the
 provisions of this Section 8 and Applicable Law, Verizon grants to D&E a
 non-exclusive license to use Verizon OSS Information.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.2

 	
 All Verizon OSS
 Information shall at all times remain the property of Verizon. Except as
 expressly stated in this Section 8, D&E shall acquire no rights in or to
 any Verizon OSS Information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.1

 	
 The provisions of
 this Section 8.5.2 shall apply to all Verizon OSS Information, except (a)
 D&E Usage Information, (b) CPNI of D&E, and (c) CPNI of a Verizon
 Customer or a D&E Customer, to the extent the Customer has authorized
 D&E to use the Customer Information.

 


48









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.2

 	
 Verizon OSS
 Information may be accessed and used by D&E only to provide
 Telecommunications Services to D&E Customers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.3

 	
 D&E shall
 treat Verizon OSS Information that is designated by Verizon, through written
 or electronic notice (including, but not limited to, through the Verizon OSS
 Services), as “Confidential” or “Proprietary” as Confidential Information of
 Verizon pursuant to Section 10 of the Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.4

 	
 Except as
 expressly stated in this Section 8, this Agreement does not grant to D&E
 any right or license to grant sublicenses to other persons, or permission to
 other persons (except D&E’s employees, agents or contractors, in
 accordance with Section 8.5.2.5 below, to access, use or disclose Verizon OSS
 Information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.5

 	
 D&E’s
 employees, agents and contractors may access, use and disclose Verizon OSS
 Information only to the extent necessary for D&E’s access to, and use and
 disclosure of, Verizon OSS Information permitted by this Section 8. Any
 access to, or use or disclosure of, Verizon OSS Information by D&E’s
 employees, agents or contractors, shall be subject to the provisions of this
 Agreement, including, but not limited to, Section 10 of the Agreement and
 Section 8.5.2.3 above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.6

 	
 D&E’s license
 to use Verizon OSS Information shall expire upon the earliest of: (a) the
 time when the Verizon OSS Information is no longer needed by D&E to
 provide Telecommunications Services to D&E Customers; (b) termination of
 the license in accordance with this Section 8; or (c) expiration or
 termination of the Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.7

 	
 All Verizon OSS
 Information received by D&E shall be destroyed or returned by D&E to
 Verizon, upon expiration, suspension or termination of the license to use
 such Verizon OSS Information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.3

 	
 Unless sooner
 terminated or suspended in accordance with the Agreement or this Section 8
 (including, but not limited to, Section 2.2 of the Agreement and Section
 8.6.1 below), D&E’s access to Verizon OSS Information through Verizon OSS
 Services shall terminate upon the expiration or termination of the Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.3.1

 	
 Verizon shall have
 the right (but not the obligation) to audit D&E to ascertain whether
 D&E is complying with the requirements of Applicable Law and this
 Agreement with regard to D&E’s access to, and use and disclosure of,
 Verizon OSS Information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.3.2

 	
 Without in any way
 limiting any other rights Verizon may have under the Agreement or Applicable
 Law, Verizon shall have the right (but not the obligation) to monitor
 D&E’s access to and use of Verizon OSS Information which is made
 available by Verizon to D&E pursuant to this Agreement, to ascertain
 whether D&E is complying with the requirements of Applicable 

 


49









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Law and this
 Agreement, with regard to D&E’s access to, and use and disclosure of,
 such Verizon OSS Information. The foregoing right shall include, but not be
 limited to, the right (but not the obligation) to electronically monitor
 D&E’s access to and use of Verizon OSS Information which is made
 available by Verizon to D&E through Verizon OSS Facilities.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.3.3

 	
 Information
 obtained by Verizon pursuant to this Section 8.5.3.3 shall be treated by
 Verizon as Confidential Information of D&E pursuant to Section 10 of the
 Agreement; provided that, Verizon shall have the right (but not the
 obligation) to use and disclose information obtained by Verizon pursuant to
 this Section 8.5.3.3 to enforce Verizon’s rights under the Agreement or
 Applicable Law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.6

 	
 Liabilities and
 Remedies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.6.1

 	
 Any breach by
 D&E, or D&E’s employees, agents or contractors, of the provisions of
 Sections 8.4 or 8.5 above shall be deemed a material breach of the Agreement.
 In addition, if D&E or an employee, agent or contractor of D&E at any
 time breaches a provision of Sections 8.4 or 8.5 above and such breach
 continues for more than ten (10) days after written notice thereof from
 Verizon, then, except as otherwise required by Applicable Law, Verizon shall
 have the right, upon notice to D&E, to suspend the license to use Verizon
 OSS Information granted by Section 8.5.1 above and/or the provision of
 Verizon OSS Services, in whole or in part.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.6.2

 	
 D&E agrees
 that Verizon would be irreparably injured by a breach of Sections 8.4 or 8.5
 above by D&E or the employees, agents or contractors of D&E, and that
 Verizon shall be entitled to seek equitable relief, including injunctive
 relief and specific performance, in the event of any such breach. Such
 remedies shall not be deemed to be the exclusive remedies for any such
 breach, but shall be in addition to any other remedies available under this Agreement
 or at law or in equity.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.7

 	
 Relation to
 Applicable Law.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The provisions of Sections 8.4, 8.5 and 8.6 above 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 Verizon of any right with regard to protection of the
 confidentiality of the information of Verizon or Verizon Customers provided
 by Applicable Law.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.8

 	
 Cooperation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D&E, at D&E’s expense, shall reasonably cooperate with
 Verizon in using Verizon OSS Services. Such cooperation shall include, but
 not be limited to, the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.8.1

 	
 Upon request by
 Verizon, D&E shall by no later than the fifteenth (15th) day of each
 calendar month submit to Verizon reasonable, good faith estimates (by central
 office or other Verizon office or geographic area designated by Verizon) of
 the volume of each Verizon Retail Telecommunications Service for which
 D&E anticipates submitting 

 


50









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 orders in each
 week of the next calendar month.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.8.2

 	
 D&E shall
 reasonably cooperate with Verizon in submitting orders for Verizon Retail
 Telecommunications Services and otherwise using the Verizon OSS Services, in
 order to avoid exceeding the capacity or capabilities of such Verizon OSS
 Services.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.8.3

 	
 D&E shall
 participate in cooperative testing of Verizon OSS Services and shall provide
 assistance to Verizon in identifying and correcting mistakes, omissions,
 interruptions, delays, errors, defects, faults, failures, or other
 deficiencies, in Verizon OSS Services.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.9

 	
 Verizon Access to
 Information Related to D&E Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.9.1

 	
 Verizon shall have
 the right to access, use and disclose information related to D&E
 Customers that is in Verizon’s possession (including, but not limited to, in
 Verizon OSS Facilities) to the extent such access, use and/or disclosure has
 been authorized by the D&E Customer in the manner required by Applicable
 Law.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.9.2

 	
 Upon request by
 Verizon, D&E shall negotiate in good faith and enter into a contract with
 Verizon, pursuant to which Verizon may obtain access to D&E’s operations
 support systems (including, systems for pre-ordering, ordering, provisioning,
 maintenance and repair, and billing) and information contained in such
 systems, to permit Verizon to obtain information related to D&E Customers
 (as authorized by the applicable D&E Customer), to permit Customers to
 transfer service from one Telecommunications Carrier to another, and for such
 other purposes as may be permitted by Applicable Law.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.10

 	
 Verizon Pre-OSS
 Services.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.1

 	
 As used in this
 Section 8, “Verizon Pre-OSS Service” means a service which allows the
 performance of an activity which is comparable to an activity to be performed
 through a Verizon OSS Service and which Verizon offers to provide to D&E
 prior to, or in lieu of, Verizon’s provision of the Verizon OSS Service to
 D&E. The term “Verizon Pre-OSS Service” includes, but is not limited to,
 the activity of placing orders for Verizon Retail Telecommunications Services
 through a telephone facsimile communication.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.2

 	
 Subject to the
 requirements of Applicable Law, the Verizon Pre-OSS Services that will be
 offered by Verizon shall be as determined by Verizon and Verizon shall have
 the right to change Verizon Pre-OSS Services, from time-to-time, without the
 consent of D&E.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.3

 	
 Subject to the
 requirements of Applicable Law, the prices for Verizon Pre-OSS Services shall
 be as determined by Verizon and shall be subject to change by Verizon from
 time-to-time.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.4

 	
 The provisions of
 Sections 8.4 through 8.8 above shall also apply to Verizon Pre-OSS Services.
 For the purposes of this Section 8.10: (a) references in Sections 8.4 through
 8.8 above to Verizon OSS Services shall be deemed to include Verizon Pre-OSS
 Services; and, (b) references in Sections 8.4 through 8.8 above to Verizon
 OSS Information 

 


51









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 shall be deemed to
 include information made available to D&E through Verizon Pre-OSS Services.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.5

 	
 D&E
 acknowledges that the Verizon OSS Information, by its nature, is updated and
 corrected on a continuous basis by Verizon, and therefore that Verizon OSS
 Information is* subject to change from time to time.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.11

 	
 Cancellations.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon may cancel
 orders for service which have had no activity within thirty-one (31)
 consecutive calendar days after the original service date. (Certain complex
 UNEs and UNEs requiring facility build-outs that may take longer than
 thirty-one (31) days to provision will be excluded from this provision).

 
	
  

 	
  

 	
  

 
	
 9.

 	
 Poles,
 Ducts, Conduits and Rights-of-Way

 
	
  

 	
  

 
	
  

 	
 To the extent
 required by Applicable Law (including, but not limited to, Sections 224,
 251(b)(4) and 271(c)(2)(B)(iii) of the Act), each Party (“Providing Party”)
 shall afford the other Party non-discriminatory access to poles, ducts,
 conduits and rights-of-way owned or controlled by the Providing Party. Such
 access shall be provided in accordance with Applicable Law pursuant to the
 Providing Party’s applicable Tariffs, or, in the absence of an applicable
 Providing Party Tariff, the Providing Party’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.

 
	
  

 	
  

 
	
 10.

 	
 Telephone
 Numbers

 
	
  

 	
  

 
	
  

 	
 10.1

 	
 This Section
 applies in connection with D&E Customers served by Telecommunications
 Services provided by Verizon to D&E for resale or a Local Switching
 Network Element provided by Verizon to D&E.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.2

 	
 D&E’s use of
 telephone numbers shall be subject to Applicable Law the rules of the North
 American Numbering Council and the North American Numbering Plan
 Administrator, the applicable provisions of this Agreement (including, but
 not limited to, this Section 10), and Verizon’s practices and procedures for
 use and assignment of telephone numbers, as amended from time-to-time.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.3

 	
 Subject to
 Sections 10.2 and 10.4, if a Customer of either Verizon or D&E who is
 served by a Verizon Telecommunications Service (“VTS”) or a Verizon Local
 Switching Network Element (“VLSNE”) changes the LEC that serves the Customer
 using such VTS or VLSNE (including a change from Verizon to D&E, from
 D&E to Verizon, or from D&E to a LEC other than Verizon), after such
 change, the Customer may continue to use with such VTS or VLSNE the telephone
 numbers that were assigned to the VTS or VLSNE for the use of such Customer
 by Verizon immediately prior to the change.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.4

 	
 Verizon shall have
 the right to change the telephone numbers used by a Customer if at any time:
 (a) the Customer requests service at a new location, that is not served by
 the Verizon switch and the Verizon rate center from which the Customer
 previously had service; (b) continued use of the telephone numbers is not
 technically feasible; or, (c) in the case of Telecommunications Service
 provided by Verizon to D&E for resale, the type or class of service
 subscribed to by the Customer changes.

 


52









	
  

 	
  

 	
  

 
	
  

 	
 10.5

 	
 If service on a
 VTS or VLSNE provided by Verizon to D&E under this Agreement is
 terminated and the telephone numbers associated with such VTS or VLSNE have
 not been ported to a D&E switch, the telephone numbers shall be available
 for reassignment by Verizon to any person to whom Verizon elects to assign the
 telephone numbers, including, but not limited to, Verizon, Verizon Customers,
 D&E, or Telecommunications Carriers other than Verizon and D&E.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.6

 	
 D&E may
 reserve telephone numbers only to the extent Verizon’s Customers may reserve
 telephone numbers.

 


53






INTERCONNECTION ATTACHMENT


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1. 

 	
 General

 
	
  

 	
  

 
	
  

 	
 Each Party
 (“Providing Party”) shall provide to the other Party, in accordance with this
 Agreement and Applicable Law, interconnection with the Providing Party’s
 network for the transmission and routing of Telephone Exchange Service and
 Exchange Access.

 
	
  

 	
  

 
	
 2. 

 	
 Points of Interconnection (POI) and Trunk Types 

 
	
  

 	
  

 
	
  

 	
 2.1

 	
 Points of
 Interconnection (“POI”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.1

 	
 In
 accordance with but only to the extent required by Applicable Law, the
 Parties shall provide interconnection of their networks at any technically
 feasible point as specified in this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.2

 	
 Each Party
 (“Originating Party”), at its own expense, shall provide for delivery to the
 relevant IP of the other Party (“Receiving Party”) Reciprocal Compensation
 Traffic and Measured Internet Traffic that the Originating Party wishes to
 deliver to the Receiving Party. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.3

 	
 D&E may
 specify any of the following methods for interconnection with Verizon: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.1

 	
 a Collocation
 node D&E has established at the Verizon-IP pursuant to the Collocation
 Attachment; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.2

 	
 a
 Collocation node that has been established separately at the Verizon-IP by a
 third party with whom D&E has contracted for such purposes; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.3

 	
 an Entrance
 Facility and transport leased from Verizon (and any necessary multiplexing)
 pursuant to the applicable Verizon access Tariff, from the D&E POI to the
 Verizon-IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.4

 	
 Verizon may
 specify any of the following methods for interconnection with D&E: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.4.1

 	
 interconnection
 at a Collocation node that D&E has established at the Verizon-IP pursuant
 to the Collocation Attachment; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.4.2

 	
 interconnection
 at a Collocation node that has been established separately at the Verizon-IP
 by a third party and that is used by D&E; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.4.3

 	
 a
 Collocation node or other operationally equivalent arrangement Verizon
 established at the D&E-IP; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.4.4

 	
 a
 Collocation node established separately at the D&E-IP by a third party
 with whom Verizon has contracted for such purposes; and/or 

 


54









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.4.5

 	
 an Entrance
 Facility leased from D&E (and any necessary multiplexing), to the
 D&E-IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 Interconnection
 Trunks for the transmission and routing of Reciprocal Compensation Traffic,
 translated LEC IntraLATA toll free service access code (e.g., 800/888/877)
 traffic, and IntraLATA Toll Traffic, between their respective Telephone
 Exchange Service Customers pursuant to Section 252(c)(2) of the Act, Tandem
 Transit Traffic, and, Measured Internet Traffic, all in accordance with
 Sections 5 through 8 of this Attachment; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.2.1.2

 	
 Access Toll
 Connecting Trunks for the transmission and routing of Exchange Access
 traffic, including translated InterLATA toll free service access code (e.g.,
 800/888/877) traffic, between D&E Telephone Exchange Service Customers
 and purchasers of Switched Exchange Access Service via a Verizon access
 Tandem, pursuant to Section 251(c)(2) of the Act, in accordance with Sections
 8 through 10 of this Attachment; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.2.1.3

 	
 Miscellaneous
 Trunk Groups as mutually agreed to by the Parties, including, but not limited
 to: (a) choke trunks for traffic congestion and testing; and, (b)
 untranslated IntraLATA/InterLATA 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). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.3

 	
 Except as
 otherwise provided in this Agreement, the Parties will mutually agree upon
 where One Way Interconnection Trunks (trunks with traffic going in one
 direction, including one-way trunks and uni-directional two-way trunks)
 and/or Two Way Interconnection Trunks (trunks with traffic going in both
 directions) will be deployed. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.4

 	
 In the event
 the traffic volume between a Verizon End Office and the D&E POI, which is
 carried by a Final Tandem Interconnection Trunk group, exceeds the CCS busy
 hour equivalent of one (1) DS-1 at any time and/or 200,000 combined minutes
 of use for a single month: (a) if One-Way Interconnection Trunks are used,
 the originating Party shall promptly establish new End Office One-Way
 Interconnection Trunk groups between the Verizon End Office and the POI; or,
 (b) if Two-Way Interconnection Trunks are used, then D&E shall promptly
 submit an ASR to Verizon to establish new End Office Two-Way Interconnection
 Trunk groups between that Verizon End Office and the POI.

 


55









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 One Way
 Interconnection Trunks.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.1

 	
 D&E
 shall provide its own facilities or purchase transport for the delivery of
 traffic to any Collocation arrangement it establishes at a Verizon-IP
 pursuant to the Collocation Attachment. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.2

 	
 D&E may
 order from Verizon any of the interconnection methods specified above in
 accordance with the rates and charges, order intervals, and other terms and
 conditions in this Agreement, in any applicable Tariff(s), or as may be
 otherwise agreed to between the Parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.3

 	
 Verizon
 shall provide its own facilities or purchase necessary transport for the
 delivery of traffic to any Collocation node it establishes at a D&E-IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.4

 	
 Verizon may
 order from D&E any of the Interconnection methods specified above in
 accordance with the rates and charges, order intervals and other terms and
 conditions, set forth in this Agreement, in any applicable Tariff(s), or as
 may be otherwise agreed to between the Parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.5

 	
 The
 publication “Telcordia Technical Publication GR-342-CORE; High Capacity
 Digital Special Access Service, Transmission Parameter Limits and Interface
 Combination” describes the specification and interfaces generally utilized by
 Verizon and is referenced herein to assist the Parties in meeting their
 respective Interconnection responsibilities. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.6

 	
 If a Party
 elects to provision its own One Way trunks, that Party will be responsible
 for the expense of providing such trunks for the delivery of Reciprocal
 Compensation Traffic and IntraLATA toll traffic to the other Party’s IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.4

 	
 Two-Way
 Interconnection Trunks.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.1

 	
 Where the
 Parties have agreed to use Two Way Interconnection Trunks, prior to ordering
 any Two-Way Interconnection Trunks from Verizon, D&E shall meet with
 Verizon to conduct a joint planning meeting (“Joint Planning Meeting”). At
 that Joint Planning Meeting, each Party shall provide to the other Party
 originating CCS (Hundred Call Second) information, and the Parties shall
 mutually agree on the appropriate initial number of Two-Way End Office and
 Tandem Interconnection Trunks and the interface specifications at the Point
 of Interconnection (POI). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.2

 	
 Two-Way
 Interconnection Trunks shall be from a Verizon End Office or Tandem to a
 mutually agreed upon POI. Where D&E is collocated in a Verizon Wire
 Center, the POI shall be at the Verizon Wire Center. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.3

 	
 On a
 semi-annual basis, D&E shall submit a good faith forecast to Verizon of
 the number of End Office and Tandem Two-Way Interconnection Trunks that
 D&E anticipates that Verizon will need to provide during the ensuing two
 (2) year period. D&E’s trunk forecasts shall conform to the Verizon CLEC
 trunk forecasting guidelines as in effect at that time.

 


56









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.4

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.5

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.6

 	
 With respect
 to End Office Two-Way Interconnection Trunks, both Parties shall use an
 economic CCS equal to five (5). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.7

 	
 Two-Way
 Interconnection Trunk groups that connect to a Verizon access Tandem shall be
 engineered using a design blocking objective of Neal-Wilkenson B.005 during
 the average time consistent busy hour; Two-Way Interconnection Trunk groups
 that connect to a Verizon local Tandem shall be engineered using a design blocking
 objective of Neal Wilkenson B.01 during the average time consistent busy
 hour. Verizon and D&E shall engineer Two-Way Interconnection Trunks using
 national standards. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.8

 	
 D&E
 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. D&E shall order
 Two-Way Interconnection Trunks by submitting ASRs to Verizon setting forth
 the number of Two-Way Interconnection Trunks to be installed and the
 requested installation dates within Verizon’s effective standard intervals or
 negotiated intervals, as appropriate. D&E shall complete ASRs in
 accordance with Ordering and Billing Forum Guidelines as in effect from time
 to time. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.9

 	
 Verizon may
 monitor Two-Way Interconnection Groups using service results for the
 applicable design blocking objective. If Verizon observes blocking in excess
 of the applicable design objective on any final Two-Way Interconnection Trunk
 group and D&E has not notified Verizon that it has corrected such
 blocking, Verizon may submit to D&E a Trunk Group Service Request
 directing D&E to remedy the blocking. Upon receipt of a Trunk Group
 Service Request, D&E will complete an ASR to augment the Two-Way
 Interconnection Group with excessive blocking and submit the ASR to Verizon
 within five (5) business days. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.10

 	
 Any Tandem
 Two-Way Interconnection Trunk group between the D&E’s POI and a Verizon
 Tandem will be limited to a maximum of 240 trunks unless otherwise agreed to
 by the Parties. In the event that any Tandem Two-Way Interconnection Trunk
 group exceeds the 240 trunk level at any time, D&E shall promptly submit
 an ASR to Verizon to establish new or additional End Office Trunk groups to
 insure that such Tandem Two-Way Interconnection Trunk group does not exceed
 the 240 trunk level. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.11

 	
 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. D&E will promptly augment all Tandem
 Two-Way Interconnection 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

 


57









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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, D&E 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. In the event
 D&E fails to submit an ASR for Two-Way Interconnection Trunks in
 conformance with this section, Verizon may bill D&E for the excess
 Interconnection Trunks at the applicable rates provided for in the Pricing
 Attachment. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.12

 	
 The
 performance standard on final Two-Way Interconnection Trunks 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.13

 	
 Because
 Verizon will not be in control of the timing and sizing of the Two-Way
 Interconnection Trunks between its network and D&E’s network, Verizon’s
 performance on 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.14

 	
 Upon three
 (3) months prior written notice and with the mutual agreement of the Parties,
 either Party may withdraw its traffic from a Two-Way Interconnection Trunk
 group and install One-Way Interconnection Trunks to the applicable POI. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.15

 	
 Notwithstanding
 any other provision of this Agreement, Two-Way Interconnection Trunks shall
 carry only Reciprocal Compensation Traffic, IntraLATA Toll Traffic and
 Measured Internet Traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.16

 	
 D&E will
 route its traffic to Verizon over the End Office and Tandem Two-Way
 Interconnection Trunks in accordance with SR-TAP192, including but not
 limited to those standards requiring that a call from D&E to a Verizon
 End Office will first be routed to the End Office Interconnection Trunk group
 between D&E and the Verizon End Office. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.17

 	
 When the
 Parties implement Two-Way Interconnection Trunks, the Parties will work
 cooperatively to calculate a Proportionate Percentage of Use or “PPU” factor,
 based on the total number of minutes of Traffic that each Party originates
 over the Two-Way Interconnection Trunks. D&E will pay a percentage of
 Verizon’s monthly recurring charges for the facility on which the Two-Way
 Interconnection Trunks ride equal to D&E’s percentage of use of the
 facility as shown by the PPU. The PPU shall not be applied to calculate the
 charges for any portion of a facility that is on D&E’s side of
 D&E’s-IP, which charges shall be solely the financial responsibility of
 D&E. Non-recurring charges for the facility on which the Two-Way
 Interconnection Trunks ride shall be apportioned as follows: (a) for the
 portion of the Trunks on Verizon’s side of the D&E-IP, the non-recurring
 charges shall be divided equally between the Parties; and, (b) for the
 portion of the Trunks on D&E’s side of the D&E-IP, D&E shall be
 solely responsible for the non-recurring charges. Notwithstanding
 the foregoing provisions of this Section 2.4.18, if D&E fails to provide
 IPs in accordance with Section 7.1 of this Agreement,

 


58









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 D&E will
 be responsible for one hundred percent (100%) of all recurring and
 non-recurring charges associated with Two-Way Interconnection Trunk groups
 until D&E establishes such IPs.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Alternative Interconnection Arrangements 

 
	
  

 	
  

 
	
  

 	
 3.1

 	
 In addition
 to the foregoing methods of Interconnection, and subject to mutual agreement
 of the Parties, the Parties may agree to establish an End Point Fiber Meet
 arrangement, which may include a SONET backbone with an optical interface at
 the OC-n level in accordance with the terms of this Section. The Fiber
 Distribution Frame at the D&E location shall be designated as the POI for
 both Parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 The
 establishment of any End Point Fiber Meet arrangement is expressly
 conditioned upon the Parties’ reaching prior written agreement on routing,
 appropriate sizing and forecasting, equipment, ordering, provisioning, maintenance,
 repair, testing, augment, and compensation, procedures and arrangements,
 reasonable distance limitations, and on any other arrangements necessary to
 implement the End Point Fiber Meet arrangement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 Except as
 otherwise agreed by the Parties, End Point Fiber Meet arrangements shall be
 used only for the termination of Reciprocal Compensation Traffic, Measured
 Internet Traffic, and IntraLATA Toll Traffic. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Initiating Interconnection

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 If D&E
 determines to offer Telephone Exchange Services and to interconnect with
 Verizon in any LATA in which Verizon also offers Telephone Exchange Services
 and in which the Parties are not already interconnected pursuant to this
 Agreement, D&E shall provide written notice to Verizon of the need to
 establish Interconnection in such LATA pursuant to this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.2

 	
 The notice
 provided in Section 4.1 shall include (a) the initial Routing Point(s); (b)
 the applicable D&E-IPs to be established in the relevant LATA in
 accordance with this Agreement; (c) D&E’s intended Interconnection
 activation date; and (d) a forecast of D&E’s trunking requirements
 conforming to Section 14.3; and (e) such other information as Verizon 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 Verizon of all necessary information as
 indicated above. Within ten (10) business days of Verizon’s receipt of
 D&E’s notice provided for in Section 4.1, Verizon and D&E shall
 confirm the Verizon-IP(s), the D&E-IP(s) and the mutually agreed upon
 Interconnection activation date for the new LATA. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 1 through 4 of this Attachment.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.2

 	
 Trunk Group
 Connections and Ordering.

 


59









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.1

 	
 Both Parties
 shall use either a DS-1 or DS-3 interface at the POI. Upon mutual agreement,
 the Parties may use other types of interfaces, such as STS-1, at the POI,
 when and where available. When Two-Way Interconnection Trunks are provisioned
 using a DS-3 interface facility, D&E shall order the multiplexed DS-3
 facilities to the Verizon Central Office that is designated in the NECA 4
 Tariff as an Intermediate Hub location, unless otherwise agreed to in writing
 by Verizon. The specific NECA 4 Intermediate Hub location to be used for Two-Way
 Interconnection Trunks shall be in the appropriate Tandem subtending area
 based on the LERG. In the event the appropriate DS-3 Intermediate Hub is not
 used, then D&E shall pay 100% of the facility charges for the Two-Way
 Interconnection Trunks. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.2

 	
 Each Party
 will identify its Carrier Identification Code, a three or four digit numeric
 code obtained from Telcordia, to the other Party when ordering a trunk group.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.3

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.5

 	
 Switching
 System Hierarchy and Trunking Requirements. For
 purposes of routing D&E traffic to Verizon, the subtending arrangements
 between Verizon Tandem Switches and Verizon End Office Switches shall be the
 same as the Tandem/End Office subtending arrangements Verizon maintains for
 the routing of its own or other carriers’ traffic. For purposes of routing
 Verizon traffic to D&E, the subtending arrangements between D&E
 Tandem Switches and D&E End Office Switches shall be the same as the
 Tandem/End Office subtending arrangements which D&E maintains for the
 routing of its own or other carriers’ traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.6

 	
 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
 Party’s traffic in accordance with the provisions contained in the Unbundled
 Network Element Attachment or applicable access tariff. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.7

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Traffic 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

 


60









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Access
 Service rate, or intrastate/interstate Tandem Transit Traffic rate, as
 provided in the Pricing Attachment, an applicable Tariff, or, for Measured
 Internet Traffic, the FCC Internet Order. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.1.2

 	
 If 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 for which CPN is passed. For
 any remaining (up to 5%) calls without CPN information, the receiving Party
 shall bill the originating Party for 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

 	
 If 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 Toll 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 for 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 for which CPN is passed.
 If the receiving Party lacks the capability, on an automated basis, to use
 CPN information 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 for purposes of determining terminating
 compensation shall be in conversation seconds (the time in seconds that the
 Parties’ equipment is used for a completed call, measured from the receipt of
 answer supervision to the receipt of disconnect supervision). Measurement of
 billing minutes for originating toll free service access code (e.g.,
 800/888/877) calls shall be in accordance with applicable Tariffs.
 Determinations as to whether traffic is Reciprocal Compensation Traffic or
 Measured Internet Traffic shall be made in accordance with Section 7.3.2 below. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of
 the Act

 


61









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.1

 	
 Reciprocal
 Compensation Traffic Interconnection Points.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.1

 	
 Except as
 otherwise agreed by the Parties, the Interconnection Points (“IPs”) from
 which D&E will provide transport and termination of Reciprocal
 Compensation Traffic to its Customers (“D&E-IPs”) shall be as follows: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.1

 	
 For each
 LATA in which D&E requests to interconnect with Verizon, except as
 otherwise agreed by the Parties, D&E shall establish a D&E IP in each
 Verizon Local Calling Area (as defined below) where D&E chooses to assign
 telephone numbers to its Customers. D&E shall establish such D&E-IP
 consistent with the methods of interconnection and interconnection trunking
 architectures that it will use pursuant to Section 2 or Section 3 of this
 Attachment. For purposes of this Section 7.1.1.1, Verizon Local Calling Areas
 shall be as defined in Verizon’s effective Customer tariffs and include a
 non-optional Extended Local Calling Scope Arrangement, but do not include an
 optional Extended Local Calling Scope Arrangement. If D&E fails to
 establish IPs in accordance with the preceding sentences of this Section
 7.1.1.1, (a) Verizon may pursue available dispute resolution mechanisms; and,
 (b) D&E shall bill and Verizon shall pay the lesser of the negotiated
 intercarrier compensation rate or the End Office Reciprocal Compensation rate
 for the relevant traffic less Verizon’s transport rate, tandem switching rate
 (to the extent traffic is tandem switched), and other transport costs (to the
 extent that Verizon purchases such transport from D&E or a third party),
 from the originating Verizon End Office to the receiving D&E-IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.2

 	
 At any time
 that D&E establishes a Collocation site at a Verizon End Office Wire
 Center in a LATA in which D&E is interconnected or requesting
 interconnection with Verizon, either Party may request in writing that such
 D&E Collocation site be established as the D&E-IP for traffic
 originated by Verizon Customers served by that End Office. Upon such request,
 the Parties shall negotiate in good faith mutually acceptable arrangements
 for the transition to such D&E-IP. If the Parties have not reached
 agreement on such arrangements within thirty (30) days, (a) either Party may
 pursue available dispute resolution mechanisms; and, (b) D&E shall bill
 and Verizon shall pay the lesser of the negotiated intercarrier compensation
 rate or the End Office Reciprocal Compensation rate for the relevant traffic
 less Verizon’s transport rate, tandem switching rate (to the extent traffic
 is tandem switched), and other costs (to the extent that Verizon purchases
 such transport from D&E or a third party), from the originating Verizon
 End Office to the receiving D&E-IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.3

 	
 In any LATA
 where the Parties are already interconnected prior to the effective date of
 this Agreement, D&E may maintain existing CLEC-IPs, except that Verizon
 may request in writing to transition such D&E-IPs to the D&E-IPs
 described in subsections 7.1.1.1 and 7.1.1.2, above. Upon such request, the
 Parties shall negotiate mutually satisfactory arrangements for the transition
 to CLEC-IPs that conform to subsections 7.1.1.1 and 7.1.1.2 above. If the
 Parties have not reached agreement on such

 


62









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 arrangements
 within thirty (30) days, (a) either Party may pursue available dispute
 resolution mechanisms; and, (b) D&E shall bill and Verizon shall pay only
 the lesser of the negotiated intercarrier compensation rate or the End Office
 reciprocal compensation rate for relevant traffic, less Verizon’s transport
 rate, tandem switching rate (to the extent traffic is tandem switched), and
 other costs (to the extent that Verizon purchases such transport from D&E
 or a third party), from Verizon’s originating End Office to the D&E IP.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.2

 	
 Except as
 otherwise agreed by the Parties, the Interconnection Points (“IPs”) from
 which Verizon will provide transport and termination of Reciprocal
 Compensation Traffic to its Customers (“Verizon-IPs”) shall be as follows: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.2.1

 	
 For
 Reciprocal Compensation Traffic delivered by D&E to the Verizon Tandem
 subtended by the terminating End Office serving the Verizon Customer, the
 Verizon-IP will be the Verizon Tandem switch. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.2.2

 	
 For
 Reciprocal Compensation Traffic delivered by D&E to the Verizon
 terminating End Office serving the Verizon Customer, the Verizon-IP will be
 Verizon End Office switch. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.3

 	
 Should
 either Party offer additional IPs to any Telecommunications Carrier that is
 not a Party to this Agreement, the other Party may elect to deliver traffic
 to such IPs for the NXXs or functionalities served by those IPs. To the
 extent that any such D&E-IP is not located at a Collocation site at a
 Verizon Tandem Wire Center or Verizon End Office Wire Center, then D&E
 shall permit Verizon to establish physical Interconnection through
 collocation or other operationally comparable arrangements acceptable to
 Verizon at the D&E-IP to the extent such interconnection is technically
 feasible. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.4

 	
 Each Party
 is responsible for delivering its Reciprocal Compensation Traffic that is to
 be terminated by the other Party to the other Party’s relevant IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2

 	
 Reciprocal
 Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties
 shall compensate each other for the transport and termination of Reciprocal
 Compensation Traffic delivered to the terminating Party in accordance with
 Section 251(b)(5) of the Act at the rates stated in the Pricing Attachment.
 These rates are to be applied at the D&E-IP for traffic delivered by
 Verizon for termination by D&E, and at the Verizon-IP for traffic
 delivered by D&E for termination by Verizon. Except as expressly
 specified in this Agreement, no additional charges shall apply for the
 termination from the IP to the Customer of Reciprocal Compensation Traffic
 delivered to the Verizon-IP by D&E or the D&E-IP by Verizon. When
 such Reciprocal Compensation Traffic is delivered over the same trunks as
 Toll Traffic, any port or transport or other applicable access charges
 related to the delivery of Toll Traffic from the IP to an end user shall be
 prorated to be applied only to the Toll 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.

 


63









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.3

 	
 Traffic Not
 Subject to Reciprocal Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.1

 	
 Reciprocal
 Compensation shall not apply to interstate or intrastate Exchange Access,
 Information Access, or exchange services for Exchange Access or Information
 Access. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.2

 	
 Reciprocal
 Compensation shall not apply to Internet Traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.3.2.1

 	
 The
 determination of whether traffic is Reciprocal Compensation Traffic or
 Internet Traffic shall be performed in accordance with Paragraphs 8 and 79,
 and other applicable provisions, of the FCC Internet Order (including, but
 not limited to, in accordance with the rebuttable presumption established by
 the FCC Internet Order that traffic delivered to a carrier that exceeds a 3:1
 ratio of terminating to originating traffic is Internet Traffic, and in
 accordance with the process established by the FCC Internet Order for
 rebutting such presumption before the Commission). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.3

 	
 Reciprocal
 Compensation shall not apply to Toll Traffic, including, but not limited to,
 calls originated on a 1+ presubscription basis, or on a casual dialed
 (10XXX/101XXXX) basis. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.4

 	
 Reciprocal
 Compensation shall not apply to Optional Extended Local Calling Area Traffic.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.5

 	
 Reciprocal
 Compensation shall not apply to special access, private line, or any other
 traffic that is not switched by the terminating Party. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.6

 	
 Reciprocal
 Compensation shall not apply to Tandem Transit Traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.7

 	
 Reciprocal
 Compensation shall not apply to Voice Information Service Traffic (as defined
 in Section 5 of the Additional Services Attachment). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.4

 	
 The
 Reciprocal Compensation rates (including, but not limited to, the Reciprocal
 Compensation per minute of use charges) billed by D&E to Verizon shall
 not exceed the Reciprocal Compensation rates (including, but not limited to,
 Reciprocal Compensation per minute of use charges) billed by Verizon to
 D&E. 

 
	
  

 	
  

 	
  

 
	
 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 Order 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 Order and other applicable FCC orders and FCC Regulations. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.2

 	
 Subject to
 Section 8.1 above, interstate and intrastate Exchange Access, Information
 Access, exchange services for Exchange Access or Information Access, and Toll
 Traffic, shall be governed by the applicable provisions of this Agreement and
 applicable Tariffs. 

 


64









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.3

 	
 For any
 traffic originating with a third party carrier and delivered by D&E to
 Verizon, D&E shall pay Verizon the same amount that such third party
 carrier would have been obligated to pay Verizon for termination of that
 traffic at the location the traffic is delivered to Verizon by D&E. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 Interconnection
 Points.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.1

 	
 The IP of a
 Party (“Receiving Party”) for Measured Internet Traffic delivered to the
 Receiving Party by the other Party shall be the same as the IP of the
 Receiving Party for Reciprocal Compensation Traffic under Section 7 above. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.2

 	
 Except as
 otherwise set forth in the applicable Tariff of a Party (“Receiving Party”)
 that receives Toll Traffic from the other Party, the IP of the Receiving
 Party for Toll Traffic delivered to the Receiving Party by the other Party
 shall be the same as the IP of the Receiving Party for Reciprocal
 Compensation Traffic under Section 7 above. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.3

 	
 The IP for
 traffic exchanged between the Parties that is not Reciprocal Compensation
 Traffic, Measured Internet Traffic or Toll Traffic, shall be as specified in
 the applicable provisions of this Agreement or the applicable Tariff of the
 receiving Party, or in the absence of applicable provisions in this Agreement
 or a Tariff of the receiving Party, as mutually agreed by the Parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Transmission and Routing of Exchange Access Traffic 

 
	
  

 	
  

 
	
  

 	
 9.1

 	
 Scope of
 Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Section 9
 prescribes parameters for certain trunks to be established over the
 Interconnections specified in Sections 1 through 5 of this Attachment for the
 transmission and routing of traffic between D&E Telephone Exchange
 Service Customers and Interexchange Carriers (“Access Toll Connecting
 Trunks”), in any case where D&E elects to have its End Office Switch
 subtend a Verizon Tandem. This includes casually-dialed (1010XXX and 101XXXX)
 traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 9.2

 	
 Access Toll
 Connecting Trunk Group Architecture.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.2.1

 	
 If D&E
 chooses to subtend a Verizon access Tandem, D&E’s NPA/NXX must be
 assigned by D&E to subtend the same Verizon access Tandem that a Verizon
 NPA/NXX serving the same Rate Center subtends as identified in the LERG. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.2.2

 	
 D&E
 shall establish Access Toll Connecting Trunks pursuant to applicable access
 Tariffs by which it will provide Switched Exchange Access Services to
 Interexchange Carriers to enable such Interexchange Carriers to originate and
 terminate traffic to and from D&E’s Customers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.2.3

 	
 The Access
 Toll Connecting Trunks shall be two-way trunks. Such trunks shall connect the
 End Office D&E utilizes to provide Telephone Exchange Service and
 Switched Exchange Access to its Customers in a 

 


65









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 given LATA
 to the Tandem Verizon 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 D&E’s Customers to connect to or be connected to
 the interexchange trunks of any Interexchange Carrier which is connected to a
 Verizon access tandem. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 Meet-Point Billing Arrangements 

 
	
  

 	
  

 
	
  

 	
 10.1

 	
 D&E and
 Verizon will establish Meet-Point Billing (“MPB”) arrangements in order to
 provide a common transport option to Switched Access Services Customers via a
 Verizon access Tandem Switch in accordance with the Meet Point Billing guidelines
 contained in the OBF’s MECAB and MECOD documents, except as modified herein,
 and in Verizon’s applicable Tariffs. The arrangements described in this
 Section 10 are intended to be used to provide Switched Exchange Access
 Service that originates and/or terminates on Telephone Exchange Service that
 is provided by either Party, where the transport component of the Switched
 Exchange Access Service is routed through a access Tandem Switch that is
 provided by Verizon. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.2

 	
 In each
 LATA, the Parties shall establish MPB arrangements between the applicable
 Routing Point/Verizon Serving Wire Center combinations. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.3

 	
 Interconnection
 for the MPB arrangement shall occur at the Verizon access Tandems in the
 LATA, unless otherwise agreed to by the Parties. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.4

 	
 D&E and
 Verizon 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 MPB arrangements
 established pursuant to this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.5

 	
 In general,
 there are four alternative Meet-Point Billing arrangements possible, which
 are: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.1

 	
 “Single
 Bill/Single Tariff” in which a single bill is presented to the Interexchange
 Carrier and each Local Exchange Carrier involved applies rates for its
 portion of the services from the same Tariff. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.2

 	
 “Multiple
 Bill/Single Tariff” in which each involved Local Exchange Carrier presents
 separate bills to the Interexchange Carrier and each Local Exchange Carrier
 involved applies rates for its portion of the service from the same Tariff. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.3

 	
 “Multiple
 Bill/Multiple Tariff” in which each involved Local Exchange Carrier presents
 separate bill to the Interexchange Carrier and each Local Exchange Carrier
 involved applies rates for its portion of the service from its own Tariff. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.4

 	
 “Single
 Bill/Multiple Tariff” in which a single bill is presented to the Interexchange
 Carrier and each Local Exchange Carrier involved applies rates for its
 portion of the service from its own Tariff. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Party
 shall implement the “Multiple Bill/Single Tariff” or “Multiple Bill/Multiple

 


66









	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tariff”
 option, as appropriate, in order to bill an IXC for the portion of the
 jointly provided Telecommunications Service provided by that Party.
 Alternatively, in former Bell Atlantic service areas, upon agreement of the
 Parties, each Party may use the New York State Access Pool on its behalf to
 implement the Single Bill/Multiple Tariff or Single Bill/Single Tariff
 option, as appropriate, in order to bill an IXC for the portion of the
 jointly provided Telecommunications Service provided by each Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.6

 	
 The rate
 elements to be billed by each Party shall be as set forth in that Party’s
 applicable Tariffs. The actual rate values for each Party’s affected Switched
 Exchange Access Service rate element shall be the rates contained in that
 Party’s own effective federal and state access Tariffs, or other document
 that contains the terms under which that Party’s access services are offered.
 The MPB billing percentages for each Routing Point/Verizon Serving Wire
 Center combination shall be calculated in accordance with the formula set
 forth in Section 10.15. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.7

 	
 Each Party
 shall provide the other Party with the billing name, billing address, and
 Carrier Identification Code (“CIC”) of the IXC, and identification of the
 Verizon Wire Center serving the IXC in order to comply with the MPB
 notification process as outlined in the MECAB document. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.8

 	
 Verizon
 shall provide D&E with the Switched Access Detail Usage Data (EMI
 category 1101XX records) on magnetic tape or via such other media as the
 Parties may agree to, no later than ten (10) business days after the date the
 usage occurred. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.9

 	
 D&E
 shall provide Verizon with the Switched Access Summary Usage Data (EMI
 category 1150XX records) on magnetic tape or via such other media as the
 Parties may agree, no later than ten (10) business days after the date of its
 rendering of the bill to the relevant IXC, which bill shall be rendered no
 less frequently than monthly. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.10

 	
 All usage
 data to be provided pursuant to Sections 10.8 and 10.9 shall be sent to the
 following addresses: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To D&E: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cindy Shomo 

 
	
  

 	
  

 	
 Operations
 Supervisor 

 
	
  

 	
  

 	
 124 East
 Main Street 

 
	
  

 	
  

 	
 P.O. Box 458
 

 
	
  

 	
  

 	
 Ephrata, PA
 17522 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 cshomo@decommunications.com
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For Verizon
 (Former BA service area): 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New York
 State Access Pool 

 
	
  

 	
  

 	
 C/O ACM,
 Inc.

 
	
  

 	
  

 	
 941 River
 Road 

 
	
  

 	
  

 	
 Schenectady,
 N.Y. 12306

 
	
  

 	
  

 	
 Attn: Mark
 Ferri 

 


67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For Verizon
 (Former GTE service area):

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon Data
 Services

 
	
  

 	
  

 	
 ATTN: MPB

 
	
  

 	
  

 	
 1 East
 Telecom Parkway

 
	
  

 	
  

 	
 Dock K

 
	
  

 	
  

 	
 Temple
 Terrace, FL 33637

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Either Party
 may change its address for receiving usage data by notifying the other Party
 in writing pursuant to Section 4.23 of the General Terms and Conditions

 
	
  

 	
  

 	
  

 
	
  

 	
 10.11

 	
 D&E and
 Verizon shall coordinate and exchange the billing account reference (“BAR”)
 and billing account cross reference (“BACR”) numbers or Operating Company
 Number (“OCN”), as appropriate, for the MPB arrangements 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 if the
 OCN changes. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.12

 	
 Each Party
 agrees to provide the other Party with notification of any errors it
 discovers in MPB data within 30 calendar days of the receipt of the original
 data. The other party shall attempt to correct the error and resubmit the
 data within (ten) 10 business days of the notification. In the event the
 errors cannot be corrected within such (ten) 10 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.13

 	
 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 4.4 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.14

 	
 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. MPB
 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 designated for such traffic in the future. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.15

 	
 In the event
 D&E determines to offer Telephone Exchange Services in another LATA in
 which Verizon operates an access Tandem Switch, Verizon shall permit and
 enable D&E to subtend the Verizon access Tandem Switch(es) designated for
 the Verizon End Offices in the area where the D&E Routing Point(s) associated
 with the NPA NXX(s) to/from which the Switched Exchange Access Services are
 homed. Except as otherwise mutually agreed by the Parties, the MPB billing
 percentages for each Routing Point/Verizon Serving Wire Center combination
 shall be calculated according to the following formula, unless as mutually
 agreed to by the Parties: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a / (a +
 b)          =          D&E
 Billing Percentage

 


68









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                                      and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b / (a +
 b)          =          Verizon
 Billing Percentage 

 
	
  

 
	
  

 	
  

 	
 where:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a          =          the
 airline mileage between D&E Routing Point and the actual point of
 interconnection for the MPB arrangement; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b          =          the
 airline mileage between the Verizon serving Wire Center and the actual point
 of interconnection for the MPB arrangement.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.16

 	
 D&E
 shall inform Verizon of each LATA 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 D&E’s
 delivery of notice to Verizon, Verizon and D&E shall confirm the Routing
 Point/Verizon 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., 800/877/888)(“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. All D&E
 originating “untranslated” “8YY” traffic will be routed over a separate
 one-way trunk group. 

 
	
  

 	
  

 
	
  

 	
 11.1

 	
 When D&E
 delivers translated “8YY” calls to Verizon for completion, 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.1.1

 	
 to an IXC,
 D&E shall: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provide an
 appropriate EMI record to Verizon for processing and Meet Point Billing in
 accordance with Section 10 above; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill the IXC
 the D&E query charge associated with the call.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.1.2

 	
 to Verizon
 or another LEC that is a toll free service access code service provider in
 the LATA, D&E shall: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provide an
 appropriate EMI record to the toll free service access code service provider;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill to the
 toll free service access code service provider the D&E’s Tariffed Feature
 Group D (“FGD”) Switched Exchange Access or Reciprocal Compensation charges,
 as applicable, and the D&E query charge; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Verizon
 shall bill applicable Tandem Transit Service charges and associated passthrough
 charges to D&E.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.2

 	
  

 	
 When Verizon
 performs the query and delivers translated “8YY” calls, originated by
 Verizon’s or another LEC’s Customer, 

 


69









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.2.1

 	
 to D&E
 in it’s capacity as a toll free service access code service provider, Verizon
 shall: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill D&E
 the Verizon query charge associated with the call as specified in the Pricing
 Attachment; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provide an
 appropriate EMI record to D&E; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill D&E
 Verizon’s Tariffed FGD Switched Exchange Access or Reciprocal Compensation
 charges as applicable.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.3

 	
 When D&E
 delivers untranslated “8YY” calls to Verizon for completion, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.3.1

 	
 to an IXC,
 Verizon shall: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 query the
 call and route the call to the appropriate IXC; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provide an
 appropriate EMI record to D&E to facilitate billing to the IXC; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill the IXC
 the Verizon query charge associated with the call and any other applicable
 Verizon charges.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.3.2

 	
 to Verizon
 or another LEC that is a toll free service access code service provider in
 the LATA, Verizon shall: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 query the
 call and route the call to the appropriate LEC toll free service access code
 service provider; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provide an
 appropriate EMI record to D&E to facilitate billing to the LEC toll free
 service access code service provider; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 bill the LEC
 toll free service access code service provider the query charge associated
 with the call and any other applicable Verizon charges.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.4

 	
 Verizon will
 not direct untranslated toll free service access code calls to D&E. 

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 Tandem Transit Traffic 

 
	
  

 	
  

 
	
  

 	
 12.1

 	
 As used in
 this Section 12, Tandem Transit Traffic is Telephone Exchange Service traffic
 that originates on D&E’s network, and is transported through a Verizon
 Tandem to the Central Office of a CLEC, ILEC other than Verizon, Commercial
 Mobile Radio Service (CMRS) carrier, or other LEC, that subtends the relevant
 Verizon Tandem to which D&E delivers such traffic. Neither the
 originating nor terminating customer is a Customer of Verizon. 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. 

 



70









	
  

 	
  

 	
  

 
	
  

 	
 12.2

 	
 Tandem
 Transit Traffic Service provides D&E 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 3 through 6. D&E shall deliver each Tandem Transit Traffic call
 to Verizon with CCS and the appropriate Transactional Capabilities
 Application Part (“TCAP”) message to facilitate full interoperability of
 CLASS Features and billing functions. The Parties will mutually agree to the
 types of records to be exchanged until industry standards are established and
 implemented. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.4

 	
 D&E
 shall exercise its best efforts to enter into a reciprocal Telephone Exchange
 Service traffic arrangement (either via written agreement or mutual Tariffs)
 with any CLEC, ILEC, CMRS carrier, or other LEC, to which it delivers
 Telephone Exchange Service traffic that transits Verizon’s Tandem Office. If
 D&E does not enter into and provide notice to Verizon of the above
 referenced arrangement within 180 days of the initial traffic exchange with
 relevant third party carriers, then Verizon may, at its sole discretion,
 terminate Tandem Transit Service at anytime upon thirty (30) days written
 notice to D&E. Verizon will work cooperatively with D&E to identify
 any CLEC, ILEC, CMRS carrier, or other LEC, to which D&E delivers
 Telephone Exchange Service traffic that transits Verizon’s Tandem Office. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.5

 	
 D&E
 shall pay Verizon for Transit Service that D&E originates at the rate
 specified in the Pricing Attachment, plus any additional charges or costs the
 receiving CLEC, ILEC, CMRS carrier, or other LEC, imposes or levies on
 Verizon for the delivery or termination of such traffic, including any
 Switched Exchange Access Service charges, and the bill detail provided by the
 receiving CLEC, ILEC, CMRS carrier, or other LEC for such additional charges
 or costs. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.6

 	
 Verizon will
 not provide Tandem Transit Traffic Service for Tandem Transit Traffic to be
 delivered to a CLEC, ILEC, CMRS carrier, or other LEC, if the volume of
 Tandem Transit Traffic to be delivered to that carrier exceeds one (1) DS1
 level volume of calls. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.7

 	
 If or when a
 third party carrier’s Central Office subtends a D&E Central Office, then
 D&E shall offer to Verizon a service arrangement equivalent to or the
 same as Tandem Transit Service provided by Verizon to D&E as defined in
 this Section 12 such that Verizon may terminate calls to a Central Office of
 a CLEC, ILEC, CMRS carrier, or other LEC, that subtends a D&E Central
 Office (“Reciprocal Tandem Transit Service”). D&E 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 traffic exchange agreement with any carrier to which it
 originates, or from which it terminates, traffic. 

 
	
  

 	
  

 	
  

 
	
 13.

 	
 Number Resources, Rate Centers and Routing 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 and
 Routing Points corresponding to such NXX codes. 

 


71









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.2

 	
 It shall be
 the responsibility of each Party to program and update its own switches and
 network systems pursuant to information provided on ASRs as well as the LERG
 in order to recognize and route traffic to the other Party’s assigned NXX
 codes. Except as expressly set forth in this Agreement, 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, D&E shall adopt
 the Rate Center Area and Rate Center Points that the Commission has approved
 for Verizon within the LATA and Tandem serving area, in all areas where
 Verizon and D&E service areas overlap. D&E 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
 LEC industry adopts alternative methods of utilizing NXXs. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.4

 	
 D&E will
 also designate a Routing Point for each assigned NXX code. D&E shall
 designate one location for each Rate Center Area in which D&E has
 established NXX code(s) as the Routing Point for the NPA-NXXs associated with
 that Rate Center, 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, calls to subsequent NXXs of D&E will be
 routed in the same manner as calls to D&E’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
 D&E’s choices regarding the size of the local calling area(s) that
 D&E may establish for its Customers, which local calling areas may be
 larger than, smaller than, or identical to Verizon’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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Verizon’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

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.1.3

 	
 disaster
 recovery provision escalations; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.1.4

 	
 additional
 technically feasible and geographically relevant IP(s) in a LATA as provided
 in Section 9; and 

 


72









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.1.5

 	
 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

 	
 Installation,
 Maintenance, Testing and Repair.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Unless
 otherwise agreed in writing by the Parties, to the extent required by
 Applicable Law, Interconnection provided by a Party shall be equal in quality
 to that provided by such Party to itself, any subsidiary, affiliates or third
 party. If either Party is unable to fulfill its obligations under this
 Section 14.2, it shall notify the other Party of its inability to do so and
 will negotiate alternative intervals in good faith. The Parties agree that to
 the extent required by Applicable Law, the standards to be used by a Party
 for isolating and clearing any disconnections and/or other outages or
 troubles shall be at parity with standards used by such Party with respect to
 itself, any subsidiary, affiliate or third party.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.3

 	
 Forecasting
 Requirements for Trunk Provisioning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Within
 ninety (90) days of executing this Agreement, D&E shall provide Verizon a
 two (2) year traffic forecast. This initial forecast will provide the amount
 of traffic to be delivered to and from Verizon over each of the
 Interconnection Trunk groups over the next eight (8) quarters. The forecast
 shall be updated and provided to Verizon on an as-needed basis but no less
 frequently than semiannually. All forecasts shall comply with the Verizon
 CLEC Interconnection Trunking Forecast Guide and shall include, at a minimum,
 Access Carrier Terminal Location (“ACTL”), traffic type (Reciprocal
 Compensation Traffic/Toll Traffic, Operator Services, 911, etc.), code
 (identifies trunk group), A location/Z location (CLLI codes for D&E-IPs
 and Verizon-IPs), interface type (e.g., DS1), and trunks in service each year
 (cumulative).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.3.1

 	
 Initial
 Forecasts/Trunking Requirements. Because Verizon’s
 trunking requirements will, at least during an initial period, be dependent
 on the Customer segments and service segments within Customer segments to
 whom D&E decides to market its services, Verizon will be largely
 dependent on D&E to provide accurate trunk forecasts for both inbound
 (from Verizon) and outbound (to Verizon) traffic. Verizon will, as an initial
 matter provide the same number of trunks to terminate Reciprocal Compensation
 Traffic to D&E as D&E provides to terminate Reciprocal Compensation
 Traffic to Verizon. At Verizon’s discretion, when D&E expressly
 identifies particular situations that are expected to produce traffic that is
 substantially skewed in either the inbound or outbound direction, Verizon
 will provide the number of trunks D&E suggests; provided, however, that
 in all cases Verizon’s provision of the forecasted number of trunks to
 D&E is conditioned on the following: that such forecast is based on
 reasonable engineering criteria, there are no capacity constraints, and
 D&E’s previous forecasts have proven to be reliable and accurate. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 14.3.1.1

 	
 Monitoring
 and Adjusting Forecasts. Verizon will, for ninety
 (90) days, monitor traffic on each trunk group that it establishes at
 D&E’s suggestion or request pursuant to the procedures identified in
 Section 14.3.1. At the end of such ninety (90) day period, Verizon may
 disconnect trunks that, based on reasonable engineering criteria and capacity
 constraints, are not warranted by the actual traffic volume experienced. If,
 after such initial ninety (90) day period for a 

 


73









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 trunk group,
 Verizon determines that any trunks in the trunk group in excess of two (2)
 DS-1s are not warranted by actual traffic volumes (considering engineering
 criteria for busy hour CCS and blocking percentages), then Verizon may hold
 D&E financially responsible for the excess facilities. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 14.3.1.2

 	
 In subsequent
 periods, Verizon may also monitor traffic for ninety (90) days on additional
 trunk groups that D&E suggests or requests Verizon to establish. If,
 after any such (90) day period, Verizon determines that any trunks in the
 trunk group are not warranted by actual traffic volumes (considering
 engineering criteria for busy hour CCS and blocking percentages), then
 Verizon may hold D&E financially responsible for the excess facilities.
 At any time during the relevant ninety (90) day period, D&E may request
 that Verizon disconnect trunks to meet a revised forecast. In such instances,
 Verizon may hold D&E financially responsible for the disconnected trunks
 retroactive to the start of the ninety (90) day period through the date such
 trunks are disconnected. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.

 	
 Number
 Portability - Section 251(B)(2)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.1

 	
 Scope.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties shall
 provide Number Portability (“NP”) in accordance with rules and regulations as
 from time to time prescribed by the FCC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.2

 	
 Procedures for
 Providing LNP (“Long-term Number Portability”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties will
 follow the LNP provisioning process recommended by the North American
 Numbering Council (NANC) and adopted by the FCC. In addition, the Parties
 agree to follow the LNP ordering procedures established at the Ordering And
 Billing Forum (OBF). The Parties shall provide LNP on a reciprocal basis.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.1

 	
 A Customer of one
 Party (“Party A”) elects to become a Customer of the other Party (“Party B”).
 The Customer elects to utilize the original telephone number(s) corresponding
 to the Telephone Exchange Service(s) it previously received from Party A, in
 conjunction with the Telephone Exchange Service(s) it will now receive from
 Party B. After Party B has received a letter of agency (LOA) from an end user
 customer and sends a LSR to Party A, Parties A and B will work together to
 port the customer’s telephone number(s) from Party A’s network to Party B’s
 network. It is Party B’s responsibility to maintain a file of all LOAs and
 Party A may request, upon reasonable notice, a copy of the LOA.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.2

 	
 When a telephone
 number is ported out of Party A’s network, Party A will remove any
 non-proprietary line based calling card(s) associated with the ported
 number(s) from its Line Information Database (“LIDB”). Reactivation of the
 line-based calling card in another LIDB, if desired, is the responsibility of
 Party B or Party B’s customer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.3

 	
 When a customer of
 Party A ports their telephone numbers to Party B and the customer has
 previously secured a reservation of line numbers from Party A for possible
 activation at a future point, these reserved but

 


74









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 inactive numbers
 may be ported along with the active numbers to be ported provided the numbers
 have been reserved for the customer. Party B may request that Party A port
 all reserved numbers assigned to the customer or that Party A port only those
 numbers listed by Party B. As long as Party B maintains reserved but inactive
 numbers ported for the customer, Party A shall not reassign those numbers.
 Party B shall not reassign the reserved numbers to another end user customer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.4

 	
 When a customer of
 Party A ports their telephone numbers to Party B, in the process of porting
 the customer’s telephone numbers, Party A shall implement the ten-digit
 trigger feature where it is available. When Party A receives the porting
 request, the unconditional trigger shall be applied to the customer’s line
 before the due date of the porting activity. When the ten-digit unconditional
 trigger is not available, Party A and Party B must coordinate the disconnect
 activity.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.5

 	
 The Parties shall
 furnish each other with the Jurisdiction Information Parameter (JIP) in the
 Initial Address Message (IAM), containing a Local Exchange Routing Guide
 (LERG)-assigned NPA-NXX (6 digits) identifying the originating switch on
 calls originating from LNP capable switches.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.6

 	
 Where LNP is
 commercially available, the NXXs in the office shall be defined as portable,
 except as noted in 15.2.7, and translations will be changed in the Parties’
 switches to open those NXXs for database queries in all applicable LNP
 capable offices within the LATA of the given switch(es). On a prospective
 basis, all newly deployed switches will be equipped with LNP capability and
 so noted in the LERG.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.7

 	
 All NXXs assigned
 to LNP capable switches are to be designated as portable unless a NXX(s) has
 otherwise been designated as non-portable. Non-portable NXXs include NXX codes
 assigned to paging, cellular and wireless services; codes assigned for
 internal testing and official use and any other NXX codes required to be
 designated as non-portable by the rules and regulations of the FCC. NXX codes
 assigned to mass calling on a choked network may not be ported using LNP
 technology but are portable using methods established by the NANC and adopted
 by the FCC. On a prospective basis, newly assigned codes in switches capable
 of porting shall become commercially available for porting with the effective
 date in the network.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.2.8

 	
 Both Parties’ use
 of LNP shall meet the performance criteria specified by the FCC. Both Parties
 will act as the default carrier for the other Party in the event that either
 Party is unable to perform the routing necessary for LNP.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.3

 	
 Procedures for
 Providing NP Through Full NXX Code Migration.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Where a Party has
 activated an entire NXX for a single Customer, or activated at least eighty
 percent (80%) of an NXX for a single Customer, with the remaining numbers in
 that NXX either reserved for future use by that Customer or otherwise unused,
 if such Customer chooses to receive Telephone Exchange Service from the other
 Party, the first Party shall cooperate with the second Party to have the
 entire NXX reassigned in the LERG (and associated industry databases, routing
 tables, etc.) to an End Office operated by the second Party. Such transfer
 will be accomplished with appropriate coordination between the Parties and
 subject to

 


75









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 appropriate
 industry lead times for movements of NXXs from one switch to another. Neither
 Party shall charge the other in connection with this coordinated transfer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.4

 	
 Procedures for
 Providing INP (Interim Number Portability).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties shall
 provide Interim Number Portability (“INP”) in accordance with rules and
 regulations prescribed from time to time by the FCC and state regulatory
 bodies, the Parties respective company procedures, and as set forth in this
 Section 15.4. The Parties shall provide INP on a reciprocal basis.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.1

 	
 In the event that
 either Party, Party B, wishes to serve a Customer currently served at an End
 Office of the other Party, Party A, and that End Office is not LNP-capable,
 Party A shall make INP available. INP will be provided by remote call
 forwarding (RCF) and/or direct inward dialing (DID) technology, which will
 forward terminating calls to Party B’s End Office. Party B shall provide
 Party A with an appropriate “forward-to” number.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.2

 	
 Prices for INP and
 formulas for sharing Terminating access revenues associated with INP shall be
 provided where applicable, upon request by D&E.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.3

 	
 Either Party
 wishing to use DID to provide for INP must request a dedicated trunk group
 from the End Office where the DID numbers are currently served to the new
 serving-End Office. If there are no existing facilities between the
 respective End Offices, the dedicated facilities and transport trunks will be
 provisioned as unbundled service through the ASR provisioning process. The
 requesting party will reroute the DID numbers to the pre-positioned trunk
 group using the LSR provisioning process. DID trunk rates are contained in
 the Parties’ respective tariffs.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.4

 	
 The Parties Agree
 that, per FCC 98-275, Paragraph 16, effective upon the date LNP is available
 at any End Office of one Party, Party A, providing INP for Customers of the
 other Party, Party B, no further orders will be accepted for new INP at that End
 Office. Orders for new INP received prior to that date, and change orders for
 existing INP, shall be worked by Party A. Orders for new INP received by
 Party A on or after that date shall be rejected. Existing INP will be
 grand-fathered, subject to Section 15.4.5, below.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.5

 	
 In offices
 equipped with LNP prior to September 1, 1999 for former Bell Atlantic offices
 and October 1, 2000 for former GTE offices, the Parties agree to work
 together to convert all existing INP-served Customers to LNP by December 31,
 2000 in accordance with a mutually agreed to conversion process and schedule.
 If mutually agreed to by the Parties, the conversion period may be extended
 one time by no more than 90 days from December 31, 2000.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.6

 	
 Upon availability
 of LNP after October 1, 2000 at an End Office of either Party, both Parties
 agree to work together to convert the existing INP-served Customers to LNP by
 no later than 90 days from the date of LNP availability unless otherwise
 agreed to by the Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.4.7

 	
 When, through no
 fault of Verizon’s, all INP have not been converted to

 


76









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 LNP at the end of
 the agreed to conversion period, then the remaining INPs will be changed to a
 functionally equivalent tariff service and billed to the CLEC at the tariff
 rate(s) for the subject jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.5

 	
 Procedures for LNP
 Request.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties shall
 provide for the requesting of End Office LNP capability on a reciprocal basis
 through a written request. The Parties acknowledge that Verizon has deployed
 LNP throughout its network in compliance with FCC 96-286 and other applicable
 FCC rules.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.5.1

 	
 If Party B desires
 to have LNP capability deployed in an End Office of Party A, which is not
 currently capable, Party B shall issue a BFR to the Party A. Party A respond
 to the Party B, within ten (10) days of receipt of the BFR, with a date for
 which LNP will be available in the requested End Office. Party A shall
 proceed to provide for LNP in compliance with the procedures and timelines
 set forth in FCC 96-286, Paragraph 80, and FCC 97-74, Paragraphs 65 through
 67.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.5.2

 	
 The Parties
 acknowledge that each can determine the LNP-capable End Offices of the other
 through the Local Exchange Routing Guide (LERG). In addition the Parties
 shall make information available upon request showing their respective
 LNP-capable End Offices, as set forth in this Section 15.5.

 


77





RESALE ATTACHMENT


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 General
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Verizon shall
 provide to D&E, in accordance with this Agreement (including, but not
 limited to, Verizon’s applicable Tariffs) and the requirements of Applicable
 Law (including, but not limited to, Sections 251(b)(1), 251(c)(4) and
 271(c)(2)(B)(xiv) of the Act), Verizon’s Telecommunications Services for
 resale by D&E; provided, that notwithstanding any other provision of this
 Agreement, Verizon shall be obligated to provide Telecommunications Services
 to D&E only to the extent required by Applicable Law and may decline to
 provide a Telecommunications Service to D&E to the extent that provision
 of such Telecommunications Service is not required by Applicable Law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Use
 of Verizon Telecommunications Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.1

 	
 Verizon
 Telecommunications Services may be purchased by D&E under this Resale
 Attachment only for the purpose of resale by D&E as a Telecommunications
 Carrier. Verizon Telecommunications Services to be purchased by D&E for
 other purposes (including, but not limited to, D&E’s own use) must be
 purchased by D&E pursuant to other applicable Attachments to this
 Agreement (if any), or separate written agreements, including, but not
 limited to, applicable Verizon Tariffs.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 D&E shall not
 resell:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.1

 	
 Residential
 service to persons not eligible to subscribe to such service from Verizon
 (including, but not limited to, business or other nonresidential Customers);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.2

 	
 Lifeline, Link Up
 America, or other means-tested service offerings, to persons not eligible to
 subscribe to such service offerings from Verizon;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.3

 	
 Grandfathered or
 discontinued service offerings to persons not eligible to subscribe to such
 service offerings from Verizon; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.4

 	
 Any other Verizon
 service in violation of a restriction stated in this Agreement (including,
 but not limited to, a Verizon Tariff) that is not prohibited by Applicable
 Law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.5

 	
 In addition to any
 other actions taken by D&E to comply with this Section 2.2, D&E shall
 take those actions required by Applicable Law to determine the eligibility of
 D&E Customers to purchase a service, including, but not limited to,
 obtaining any proof or certification of eligibility to purchase Lifeline,
 Link Up America, or other means-tested services, required by Applicable Law.
 D&E shall indemnify Verizon from any Claims resulting from D&E’s
 failure to take such actions required by Applicable Law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.6

 	
 Verizon may
 perform audits to confirm D&E’s conformity to the provisions of this
 Section 2.2. Such audits may be performed twice per calendar year and shall
 be performed in accordance with Sections 4.4.2 through 4.4.4 of the General
 Terms and Conditions.

 


78









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 D&E shall be
 subject to the same limitations that Verizon’s Customers are subject to with
 respect to any Telecommunications Service that Verizon grandfathers or discontinues
 offering. Without limiting the foregoing, except to the extent that Verizon
 follows a different practice for Verizon Customers in regard to a
 grandfathered Telecommunications Service, such grandfathered
 Telecommunications Service: (a) shall be available only to a Customer that
 already has such Telecommunications Service; (b) may not be moved to a new
 service location; and, (c) will be furnished only to the extent that
 facilities continue to be available to provide such Telecommunications
 Service.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.4

 	
 D&E shall not
 be eligible to participate in any Verizon plan or program under which Verizon
 Customers may obtain products or services which are not Verizon
 Telecommunications Services, in return for trying, agreeing to purchase,
 purchasing, or using, Verizon Telecommunications Services.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.5

 	
 In accordance with
 47 CFR § 51.617(b), Verizon shall be entitled to all charges for Verizon
 Exchange Access services used by interexchange carriers to provide service to
 D&E Customers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Availability
 of Verizon Telecommunications Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 Verizon will
 provide a Verizon Telecommunications Service to D&E for resale pursuant
 to this Attachment where and to the same extent, but only where and to the
 same extent, that such Verizon Telecommunications Service is provided to
 Verizon’s Customers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 Except as
 otherwise required by Applicable Law, subject to Section 3.1, Verizon shall
 have the right to add, modify, grandfather, discontinue or withdraw, Verizon
 Telecommunications Services at any time, without the consent of D&E.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 To the extent
 required by Applicable Law, the Verizon Telecommunications Services to be
 provided to D&E for resale pursuant to this Attachment will include a
 Verizon Telecommunications Service customer-specific contract service
 arrangement (“CSA”) (such as a customer specific pricing arrangement or
 individual case based pricing arrangement) that Verizon is providing to a
 Verizon Customer at the time the CSA is requested by D&E.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Responsibility
 for Charges

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D&E shall be
 responsible for and pay all charges for any Verizon Telecommunications
 Services provided by Verizon pursuant to this Resale Attachment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Operations
 Matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.1

 	
 Facilities.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.1.1

 	
 Verizon and its suppliers
 shall retain all of their right, title and interest in all facilities,
 equipment, software, information, and wiring, used to provide Verizon
 Telecommunications Services.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.1.2

 	
 Verizon shall have
 access at all reasonable times to D&E Customer locations for the purpose
 of installing, inspecting, maintaining, repairing, and removing, facilities,
 equipment, software, and wiring, used to provide the Verizon
 Telecommunications Services. D&E shall, at D&E’s expense, obtain any
 rights and authorizations necessary for such

 


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 access.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.1.3

 	
 Except as
 otherwise agreed to in writing by Verizon, Verizon shall not be responsible
 for the installation, inspection, repair, maintenance, or removal, of
 facilities, equipment, software, or wiring, provided by D&E or D&E
 Customers for use with Verizon Telecommunications Services.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.2

 	
 Branding.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.1

 	
 Except as stated
 in Section 5.2.2, in providing Verizon Telecommunications Services to
 D&E, Verizon shall have the right (but not the obligation) to identify
 the Verizon Telecommunications Services with Verizon’s trade names,
 trademarks and service marks (“Verizon Marks”), to the same extent that these
 Services are identified with Verizon’s Marks when they are provided to
 Verizon’s Customers. Any such identification of Verizon’s Telecommunications
 Services shall not constitute the grant of a license or other right to
 D&E to use Verizon’s Marks.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.2

 	
 To the extent
 required by Applicable Law, upon request by D&E and at prices, terms and
 conditions to be negotiated by D&E and Verizon, Verizon shall provide
 Verizon Telecommunications Services for resale that are identified by
 D&E’s trade name, or that are not identified by trade name, trademark or
 service mark.

 


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