Exhibit 10.69


AGREEMENT


by and between


1-800-RECONEX, INC.


and


VERIZON VIRGINIA INC.,

f/k/a BELL ATLANTIC – VIRGINIA, INC.


FOR THE COMMONWEALTH OF VIRGINIA






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 Reconex

 	
  

 	
 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

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 26.

 	
 Network
 Management

 	
  

 	
 15

 


i









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
27. 

 	
 Non-Exclusive
 Remedies

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
28. 

 	
 Notice
 of Network Changes

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
29. 

 	
 Notices

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
30. 

 	
 Ordering
 and Maintenance

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
31. 

 	
 Performance
 Standards

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
32. 

 	
 Point
 of Contact for Reconex Customers

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
33. 

 	
 Predecessor
 Agreements

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
34. 

 	
 Publicity
 and Use of Trademarks or Service Marks

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
35. 

 	
 References

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
36. 

 	
 Relationship
 of the Parties

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
37. 

 	
 Reservation
 of Rights

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
38. 

 	
 Subcontractors

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
39. 

 	
 Successors
 and Assigns

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
40. 

 	
 Survival

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
41. 

 	
 Taxes

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
42. 

 	
 Technology
 Upgrades

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
43. 

 	
 Territory

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
44. 

 	
 Third
 Party Beneficiaries

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
45. 

 	
 251
 and 271 Requirements

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
46. 

 	
 252(i)
 Obligations

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
47. 

 	
 Use
 of Service

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
48. 

 	
 Waiver

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
49. 

 	
 Warranties

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
50. 

 	
 Withdrawal
 of Services

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
GLOSSARY 

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
1. 

 	
 General
 Rule

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
2. 

 	
 Definitions

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
ADDITIONAL
SERVICES ATTACHMENT 

 	
  

 	
 40

 


ii









	
  

 	
  

 	
  

 	
  

 	
  

 
	 	
1. 

 	
 Alternate
 Billed Calls

 	
  

 	
 40

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
2. 

 	
 Dialing
 Parity - Section 251(b)(3)

 	
  

 	
 40

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
3. 

 	
 Directory
 Assistance (DA) and Operator Services

 	
  

 	
 40

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
4. 

 	
 Directory
 Listing and Directory Distribution

 	
  

 	
 40

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
5. 

 	
 Information
 Services Traffic

 	
  

 	
 42

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
6. 

 	
 Intercept
 and Referral Announcements

 	
  

 	
 43

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
7. 

 	
 Originating
 Line Number Screening (OLNS)

 	
  

 	
 44

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
8. 

 	
 Operations
 Support Systems (OSS)

 	
  

 	
 44

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
9. 

 	
 Poles,
 Ducts, Conduits and Rights-of-Way

 	
  

 	
 50

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
10. 

 	
 Telephone
 Numbers

 	
  

 	
 50

 
	 	
  

 	
  

 	
  

 	
  

 
	
 INTERCONNECTION
 ATTACHMENT

 	
  

 	
 52

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
1. 

 	
 General

 	
  

 	
 52

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
2. 

 	
 Points
 of Interconnection (POI) and Trunk Types

 	
  

 	
 52

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
3. 

 	
 Alternative
 Interconnection Arrangements

 	
  

 	
 57

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
4. 

 	
 Initiating
 Interconnection

 	
  

 	
 57

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
5. 

 	
 Transmission
 and Routing of Telephone Exchange Service Traffic

 	
  

 	
 57

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
6. 

 	
 Trunking
 Measurement and Billing over Local Interconnection Trunks

 	
  

 	
 58

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
7. 

 	
 Reciprocal
 Compensation Arrangements – Pursuant to Section 251(b)(5)

 	
  

 	
 59

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
8. 

 	
 Transmission
 and Routing of Exchange Access Traffic

 	
  

 	
 62

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
9. 

 	
 Meet-Point
 Billing Arrangements

 	
  

 	
 63

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
10. 

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

 	
  

 	
 66

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
11. 

 	
 Tandem
 Transit Traffic

 	
  

 	
 67

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
12. 

 	
 Number
 Resources, Rate Centers and Routing Points

 	
  

 	
 68

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
13. 

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

 	
  

 	
 69

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
14. 

 	
 Number
 Portability - Section 251(B)(2)

 	
  

 	
 70

 
	 	
  

 	
  

 	
  

 	
  

 
	
 RESALE
 ATTACHMENT

 	
  

 	
 74

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
1. 

 	
 General

 	
  

 	
 74

 


iii









	
  

 	
  

 	
  

 	
  

 	
  

 
	 	
2. 

 	
 Use
 of Verizon Telecommunications Services

 	
  

 	
 74

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
3. 

 	
 Availability
 of Verizon Telecommunications Services

 	
  

 	
 75

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
4. 

 	
 Responsibility
 for Charges

 	
  

 	
 75

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
5. 

 	
 Operations
 Matters

 	
  

 	
 75

 
	 	
  

 	
  

 	
  

 	
  

 
	
 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. 

 	
 Reconex’s
 Provision of Collocation

 	
  

 	
  

 
	 	
  

 	
  

 	
  

 	
  

 
	
 911
 ATTACHMENT

 	
  

 	
  

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
1. 

 	
 911/E-911
 Arrangements

 	
  

 	
  

 
	 	
  

 	
  

 	
  

 	
  

 
	 	
2. 

 	
 Electronic
 Interface

 	
  

 	
  

 


iv








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 Reconex for Resale Pursuant to the
 Resale Attachment

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Reconex
 Prices

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Section
 271

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Regulatory
 Review of Prices

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX
 A TO THE PRICING ATTACHMENT

 	
  

 	
  

 


v






AGREEMENT


PREFACE


This Agreement
(“Agreement”) is made by and between 1-800-Reconex, Inc. (Reconex), a
corporation organized under the laws the Commonwealth of Virginia, with offices
at 2500 Industrial Avenue, Hubbard, Oregon 97032 and Verizon Virginia Inc.,
f/k/a Bell Atlantic – Virginia, Inc. (“Verizon”), a corporation organized under
the laws of the Commonwealth of Virginia, with offices at 600 East Main Street,
Richmond, Virginia 23261. (Reconex and Verizon may be referred to hereinafter,
each individually, as a “Party,” and, collectively, as the “Parties”). 


In
consideration of the mutual promises contained in this Agreement, and intending
to be legally bound, Verizon and Reconex 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 Calendar Date Two Years After Effective Date (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
 Reconex 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
 Reconex or Verizon provides notice of termination pursuant to Section 2.2 and
 on or before the proposed date of termination either Reconex or Verizon has
 requested negotiation of a new interconnection agreement, unless this

 


1









	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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 Reconex and Verizon; or, (b) the date one
 (1) year after the proposed date of termination. 
 
	
  
 	
  
 	
  
 
	
  
 	
 2.4
 	
 If either
 Reconex 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 Reconex
 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 Virginia, 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 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 
 


2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex hereunder, then Verizon may
 discontinue the provision of any such Service, payment or benefit, and
 Reconex shall reimburse Verizon for any payment previously made by Verizon to
 Reconex that was not required by Applicable Law. Verizon will provide thirty
 (30) days prior written notice to Reconex 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, Reconex 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 Reconex (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 Reconex 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
 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) 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex 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 Reconex in respect of any amounts to be paid by
 Reconex 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,
 Reconex 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 Reconex 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 Reconex from compliance with the requirements of this
 Agreement (including, but not limited to, any applicable Tariffs) as to
 advance payments and payment for Services, nor constitute a waiver or
 modification of the terms herein pertaining to the discontinuance of Services
 for nonpayment of any amounts payment of which is required by this Agreement.
 

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Audits 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.1

 	
 Except as
 may be otherwise specifically provided in this Agreement, either Party
 (“Auditing Party”) may audit the other Party’s (“Audited Party”) books,
 records, documents, facilities and systems for the purpose of evaluating the
 accuracy of the Audited Party’s bills. Such audits may be performed once in
 each Calendar Year; provided, however, that audits may be conducted more
 frequently (but no more frequently than once in each Calendar Quarter) if the
 immediately preceding audit found previously uncorrected net inaccuracies in
 billing in favor of the Audited Party having an aggregate value of at least
 $1,000,000. 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.2

 	
 The audit
 shall be performed by independent certified public accountants selected and
 paid by the Auditing Party. The accountants shall be reasonably acceptable to
 the Audited Party. Prior to commencing the audit, the accountants shall
 execute an agreement with the Audited Party in a form reasonably acceptable
 to the Audited Party that protects the confidentiality of the information
 disclosed by the Audited Party to the accountants. The audit shall take place
 at a time and place agreed upon by the Parties; provided, that the Auditing
 Party may require that the audit commence no later than sixty (60) days after
 the Auditing Party has given notice of the audit to the Audited Party. 

 


4









	
  

 	
  

 	
  

 
	
  

 	
 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 Virginia
 and has full power and authority to execute and deliver this Agreement and to
 perform its obligations under this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.2

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

 
	
  

 	
  

 	
  

 
	
  

 	
 8.3

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

 


5









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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”.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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,

 
	
  

 	
  

 	
  

 
						


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.1

 	
 If Reconex
 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, Reconex shall send written
 notice of such discontinuance to Verizon, the Commission, and each of
 Reconex’s Customers. Reconex 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, Reconex shall send such notice at least thirty (30)
 days prior to its discontinuance of service. 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.2

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

 


8









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.3

 	
 Should a
 Reconex Customer subsequently become a Verizon Customer, Reconex shall
 provide Verizon with all information necessary for Verizon to establish
 service for the Reconex 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 Reconex 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 which
 results from causes beyond its reasonable control (“Force Majeure Events”),
 whether or not foreseeable by such Party. Such Force Majeure Events include,
 but are not limited to, adverse weather conditions, flood, fire, explosion,
 earthquake, volcanic action, power failure, embargo, boycott, war,
 revolution, civil commotion, act of public enemies, labor unrest (including,
 but not limited to, strikes, work stoppages, slowdowns, picketing or
 boycotts), inability to obtain equipment, parts, software or repairs thereof,
 acts or omissions of the other Party, and acts of God.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.2

 	
 If a Force
 Majeure Event occurs, the non-performing Party shall give prompt notification
 of its inability to perform to the other Party. During the period that the
 non-performing Party is unable to perform, the other Party shall also be
 excused from performance of its obligations to the extent such obligations
 are reciprocal to, or depend upon, the performance of the non-performing
 Party that has been prevented by the Force Majeure Event. The non-performing
 Party shall use commercially reasonable efforts to avoid or remove the
 cause(s) of its non-performance and both Parties shall proceed to perform
 once the cause(s) are removed or cease. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.3

 	
 Notwithstanding
 the provisions of Sections 15.1 and 15.2, in no case shall a Force Majeure
 Event excuse either Party from an obligation to pay money as required by this
 Agreement. 

 


9









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 17.

 	
 Fraud
 

 
	
  

 	
  

 
	
  

 	
 Reconex 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
 Reconex’s account in cases of, fraud by Reconex’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 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:

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 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. 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 Reconex 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, Reconex 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 Reconex’s real and personal property
 located at any Collocation site or otherwise located on or in any Verizon
 premises (whether owned, leased or otherwise occupied by Verizon), facility,
 equipment or right-of-way. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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
 Reconex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 21.3

 	
 Reconex 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

 	
 Reconex 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 

 


12









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 acceptable to Verizon. The certificates or
 other proof of the foregoing insurance shall be sent to: Director-Contract
 Performance & Administration, Verizon Wholesale Markets, 600 Hidden
 Ridge, Irving. TX 75038.

 
	
  

 	
  

 	
  

 
	
  

 	
 21.5

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

 
	
  

 	
  

 	
  

 
	
  

 	
 21.7

 	
 Certificates furnished by Reconex or
 Reconex’s contractors shall contain a clause stating: “Verizon Virginia Inc.,
 f/k/a Bell Atlantic – Virginia, 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 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

 	
 Reconex 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 Reconex,
 directly or through a third party, of any such terms, conditions or
 restrictions that may limit any Reconex use of a Service provided by Verizon
 that 

 


13









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 is otherwise permitted by this Agreement.
 At Reconex’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 Reconex 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. Reconex 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
 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 


14









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. Reconex 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.

 


15









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 

 
	
  

 	
  

 
	
  

 	
 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;

 


16









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex: 

 
	
  

 
	
  

 	
  

 	
 Attention: William
 E. Braun 

 
	
  

 	
  

 	
  

 	
 Vice President and
 General Counsel 

 2500 Industrial Avenue 

 Hubbard, Oregon 97032 

 Telephone Number: 503 982-5573 

 Facsimile Number: 503 982-6077 

 Internet Address: bill.braun@reconex.com 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 with a copy to: 

 
	
  

 
	
  

 	
  

 	
  

 	
 Dennis Kelley 

 Director of Operations (Provisioning) 

 2500 Industrial Avenue 

 Hubbard, Oregon 97032 

 Telephone Number: 503 982-5578 

 Facsimile Number: 503 982-6077 

 Internet Address: dennis.kelley@reconex.com

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To Verizon: 

 
	
  

 
	
  

 	
  

 	
  

 	
 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 

 


17









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 

 
	
  

 	
  

 
	
  

 	
 Reconex 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
 Reconex to perform a pre-ordering, ordering, provisioning, maintenance or
 repair, transaction offered by Verizon, Reconex 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 Reconex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 31.3

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

 
	
  

 	
  

 	
  

 
	
 32.

 	
 Point
 of Contact for Reconex Customers 

 
	
  

 	
  

 
	
  

 	
 32.1

 	
 Reconex shall
 establish telephone numbers and mailing addresses at which Reconex Customers
 may communicate with Reconex and shall advise Reconex 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 Reconex customer, including, but not
 limited to, a Reconex Customer request for repair or maintenance of a Verizon
 Service provided to Reconex. 

 
	
  

 	
  

 	
  

 
	
 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 Virginia 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 

 


18









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 for the
 Commonwealth of Virginia 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 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. 

 


19









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 36.2

 	
 Nothing contained
 in this Agreement shall make either Party the employee of the other, create a
 partnership, joint venture, or other similar relationship between the
 Parties, or grant to either Party a franchise, distributorship or similar
 interest. 

 
	
  

 	
  

 	
  

 
	
  

 	
 36.3

 	
 Except for
 provisions herein expressly authorizing a Party to act for another Party,
 nothing in this Agreement shall constitute a Party as a legal representative
 or Agent of the other Party, nor shall a Party have the right or authority to
 assume, create or incur any liability or any obligation of any kind, express
 or implied, against, in the name or on behalf of the other Party unless
 otherwise expressly permitted by such other Party in writing, which permission
 may be granted or withheld by the other Party in its sole discretion. 

 
	
  

 	
  

 	
  

 
	
  

 	
 36.4

 	
 Each Party shall
 have sole authority and responsibility to hire, fire, compensate, supervise,
 and otherwise control its employees, Agents and contractors. Each Party shall
 be solely responsible for payment of any Social Security or other taxes that
 it is required by Applicable Law to pay in conjunction with its employees,
 Agents and contractors, and for withholding and remitting to the applicable
 taxing authorities any taxes that it is required by Applicable Law to collect
 from its employees. 

 
	
  

 	
  

 	
  

 
	
  

 	
 36.5

 	
 Except as
 otherwise expressly provided in this Agreement, no Party undertakes to
 perform any obligation of the other Party, whether regulatory or contractual,
 or to assume any responsibility for the management of the other Party’s
 business. 

 
	
  

 	
  

 	
  

 
	
  

 	
 36.6

 	
 The relationship
 of the Parties under this Agreement is a non-exclusive relationship. 

 
	
  

 	
  

 	
  

 
	
 37.

 	
 Reservation
 of Rights 

 
	
  

 	
  

 
	
  

 	
 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

 	
 Reconex
 acknowledges Reconex 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. 

 



20









	
  

 	
  

 	
  

 
	
 38.

 	
 Subcontractors
 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 39.

 	
 Successors
 and Assigns 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 40.

 	
 Survival
 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 41.

 	
 Taxes
 

 
	
  

 	
  

 
	
  

 	
 41.1

 	
 In General. With respect to any purchase
 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
 

 


21









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 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 basis 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, 

 


22









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex:

 	
 

Brandon Schmidt 

 Tax Supervisor 

 2500 Industrial Avenue 

 Hubbard, Oregon 97032

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 
	
 42.

 	
 Technology
 Upgrades 

 
	
  

 	
  

 
	
  

 	
 Notwithstanding
 any other provision of this Agreement, Verizon shall have the right to
 deploy, upgrade, migrate and maintain its network at its discretion. The
 Parties acknowledge that Verizon, at its election, may deploy fiber
 throughout its network and that such fiber deployment may inhibit or
 facilitate Reconex’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. Reconex
 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 Virginia. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Reconex 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. 

 


23










	
  

 	
  

 	
  

 
	
 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

 	
 To the extent that
 the exercise by Reconex of any rights it may have under Section 252(i) or the
 Merger Order MFN Provisions results in the rearrangement of Services by
 Verizon, Reconex 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 

 


24









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any Service under
 this Agreement upon thirty (30) days prior written notice to Reconex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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
 Reconex terminate any provision of this Agreement that provides for the
 payment by Verizon to Reconex of compensation related to traffic, including,
 but not limited to, Reciprocal Compensation and other types of compensation
 for termination of traffic delivered by Verizon to Reconex. Following such
 termination, except as otherwise agreed in writing by the Parties, Verizon
 shall be obligated to provide compensation to Reconex 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 Reconex
 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. 

 


25





SIGNATURE PAGE


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
1-800-RECONEX, INC.

 	
  

 	
VERIZON VIRGINIA INC. 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ William Braun

 	
  

 	
 By:

 	
 /s/ Jeffrey A.
 Masoner

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

 	
 William Braun

 	
  

 	
 Printed:

 	
 Jeffrey A. Masoner

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
 Corporate
 Secretary

 	
  

 	
 Title:

 	
 Vice President –
 Interconnection Services Policy and Planning

 


26









	
  

 	
  

 	
  

 
	
 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 that 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


27









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.15

 	
 Business Day.

 


28









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.25

 	
 Commission.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Virginia State
 Corporation Commission

 


29









	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 April 23, 2001

 
	
  

 	
  

 	
  

 
	
  

 	
 2.36

 	
 EMI (Exchange
 Message Interface).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Standard used for
 the interexchange of telecommunications message information 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

 


30









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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

 	
 FCC.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Federal
 Communications Commission.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.41

 	
 FCC Regulations.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.42

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.43

 	
 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 Mbps digital
 signal.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.44

 	
 ILEC (Incumbent
 Local Exchange Carrier).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning stated in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.45

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.46

 	
 Internet Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.47

 	
 InterLATA Service.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.48

 	
 IntraLATA.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.49

 	
 IP
 (Interconnection Point).

 


31









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The point at which
 a Party who receives Local Traffic originating on the network of the other
 Party assesses Reciprocal Compensation charges for the further transport and
 termination of that Local Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.50

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.51

 	
 ISDN User Part
 (ISUP).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.52

 	
 IXC (Interexchange
 Carrier).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.53

 	
 LATA (Local Access
 and Transport Area).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.54

 	
 LEC (Local
 Exchange Carrier).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.55

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.56

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.57

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.58

 	
 Local 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 within
 Verizon’s then current local calling area (including non-optional local
 calling

 


32









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 scope
arrangements) as defined in Verizon’s effective Customer Tariffs. A
non-optional local calling scope arrangement is an arrangement that provides
Customers a local calling scope (Extended Area Service, “EAS”), beyond their
basic exchange serving area. Local Traffic does not include optional local
calling scope traffic (i.e., traffic that under an optional rate package
chosen by the Customer terminates outside of the Customer’s basic exchange
serving area). IntraLATA calls originated on a 1+ presubscription basis, or
on a casual dialed (10XXX/101XXXX) basis are not considered Local Traffic.
Local Traffic does not include any Internet Traffic. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.59

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.60

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.61

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.62

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.63

 	
 MECOD (Multiple Exchange
 Carriers Ordering and Design Guidelines for Access Services - Industry
 Support Interface).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A document
 developed by the Ordering/Provisioning Committee under the auspices of the
 Ordering and Billing Forum (OBF), which functions under the auspices of the
 Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
 Industry Solutions (ATIS). The MECOD document, published by Telcordia
 Technologies as Special Report SR-STS-002643, establishes methods for
 processing orders for Exchange Access Service that is to be provided by two
 or more LECs.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.64

 	
 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-

 


33









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.65

 	
 Network Element.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning stated in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.66

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.67

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.68

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.69

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.70

 	
 PIU (Percent
 Interstate Usage).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A percentage
 calculated by dividing the number of minutes of interstate traffic by the
 total number of minutes of interstate and intrastate traffic. A factor that
 is used to determine the interstate portion of minutes of traffic exchanged
 via Traffic Exchange Trunks. PIU is developed from the measurement of calls
 in which the calling and called parties are not located within the same
 state.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.71

 	
 PLU (Percent Local
 Usage).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A percentage
 calculated by dividing the number of minutes of Local Traffic by the total
 number of minutes of intrastate traffic. A factor that is used to determine
 the portion of Local Traffic minutes exchanged via Traffic Exchange Trunks.
 PLU is developed from the measurement of calls in which the calling and
 called parties are located within a given local calling area or EAS area as
 defined in Verizon’s effective Customer Tariff(s).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.72

 	
 POI (Point of
 Interconnection).

 


34








	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.73

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.74

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.75

 	
 Providing Party.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.76

 	
 Purchasing Party.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.77

 	
 Rate Center Area
 or Exchange Area.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The geographic
 area that has been identified by a given LEC as being associated with a
 particular NPA-NXX code assigned to the LEC for its provision of Telephone
 Exchange Services. The Rate Center Area is the exclusive geographic area that
 the LEC has identified as the area within which it will provide Telephone
 Exchange Services bearing the particular NPA-NXX designation associated with
 the specific Rate Center Area.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.78

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.79

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.80

 	
 Reciprocal
 Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The arrangement
 for recovering costs incurred for the transport and termination of Local
 Traffic originating on one Party’s network and terminating on the other
 Party’s network.

 


35









	
  

 	
  

 	
  

 
	
  

 	
 2.81

 	
 Retail Prices.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.82

 	
 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 Telcordia Practice
 BR-795- 100-100, the Rate Center 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.83

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.84

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.85

 	
  (SONET)
 Synchronous Optical Network.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.86

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.87

 	
 SSP (Service
 Switching Point).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.88

 	
 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 Reconex currently utilize this
 out-of-band signaling protocol.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.89

 	
 STP (Signal
 Transfer Point).

 


36









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.90

 	
 Subsidiary.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.91

 	
 Switched Access
 Detail Usage Data.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.92

 	
 Switched Access
 Summary Usage Data.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.93

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.94

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.95

 	
 Tariff.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.95.1

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.95.2

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.96

 	
 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.

 


37









	
  

 	
  

 	
  

 
	
  

 	
 2.97

 	
 Telecommunications
 Carrier.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.98

 	
 Telecommunications
 Services.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.99

 	
 Telephone Exchange
 Service.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shall have the
 meaning set forth in the Act.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.100

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.101

 	
 Toll Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Traffic that is
 originated by a Customer of one Party on that Party’s network and delivered
 to a Customer of the other Party on that Party’s network and is not Local
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.102

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.103

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.104

 	
 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

 


38









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and unbundled
 loops.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.105

 	
 Unbundled Network
 Element (UNE).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.106

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.107

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.108

 	
 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.

 


39






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

 	
 Reconex 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
 Reconex. Such services will be provided in accordance with the terms set
 forth herein.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 Listing
 Information. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 As used herein,
 “Listing Information” means a Reconex 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. 

 
	
  

 
	
  

 	
  

 	
 Reconex 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 Reconex Customer whose service address location
 falls within the geographic area covered by the relevant Verizon directory.
 Reconex shall also provide to Verizon on a daily basis, (a) information
 showing Reconex Customers who have disconnected or terminated their service
 with Reconex; and (b) delivery information for each non-listed or
 non-published Reconex Customer to enable Verizon to perform it’s directory
 distribution responsibilities. Verizon shall promptly provide to Reconex,
 (normally within 

 


40









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 forty-eight (48)
 hours of receipt by Verizon, excluding non-Business Days), a query on any
 listing that is not acceptable.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.3

 	
 Listing Inclusion
 and Distribution. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon shall
 include each Reconex 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 Reconex 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 Reconex’s Customers
 shall be interfiled with listings of Verizon’s Customers and the Customers of
 other LECs included in the Verizon directories. Reconex shall pay Verizon’s
 tariffed charges for additional and foreign alphabetical listings and other
 alphabetical services (e.g. caption arrangements) for Reconex’s Customers. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.4

 	
 Verizon
 Information. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Upon request by
 Reconex, Verizon shall make available to Reconex 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 Reconex, upon written request, a copy of Verizon’s alphabetical
 listings standards and specifications manual. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.5

 	
 Confidentiality of
 Listing Information. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon shall
 accord Reconex 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
 Reconex Listing Information for directory publishing, direct marketing, or
 any other purpose for which Verizon uses or licenses its own listing
 information, so long as Reconex Customers are not separately identified as
 such; and provided further that Reconex 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 Reconex for Verizon’s
 use or licensing of Reconex Listing Information. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.6

 	
 Accuracy. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Both Parties shall
 use commercially reasonable efforts to ensure the accurate publication of
 Reconex Customer listings. At Reconex’s request, Verizon shall provide
 Reconex with a report of all Reconex 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 Reconex with respect to its listings, provided such
 corrections are received prior to the close date of the particular directory.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.7

 	
 Indemnification. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reconex shall
 adhere to all practices, standards, and ethical requirements established by
 Verizon with regard to listings. By providing Verizon with Listing 

 


41









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Information,
 Reconex warrants to Verizon that Reconex has the right to provide such
 Listing Information to Verizon on behalf of its Customers. Reconex shall make
 commercially reasonable efforts to ensure that any business or person to be
 listed is authorized and has the right (a) to provide the product or service
 offered, and (b) to use any personal or corporate name, trade name,
 trademark, service mark or language used in the listing. Reconex 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 Reconex hereunder. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.8

 	
 Liability. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon’s liability
 to Reconex 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 Reconex for
 such listing or the amount by which Verizon would be liable to its own
 customer for such error or omission. Reconex 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
 Reconex’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 Reconex 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. Reconex’s NXX codes shall appear in such lists in
 the same manner as Verizon’s NXX information. In addition, when Reconex is
 authorized to, and is offering, local service to Customers located within the
 geographic area covered by a specific directory, at Reconex’s request,
 Verizon shall include, at no charge, in the “Customer Guide” or comparable
 section of the applicable alphabetical directories, Reconex’s critical
 contact information for Reconex’s installation, repair and Customer service,
 as provided by Reconex, 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. Reconex 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.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reconex
 acknowledges that if Reconex 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

 


42









	
  

 	
  

 	
  

 
	
  

 	
 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 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 as Local Traffic under the Interconnection Attachment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.2

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

 
	
  

 	
  

 	
  

 
	
  

 	
 5.3

 	
 Reconex 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 Reconex exercises such option,
 Reconex 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 Reconex to route Voice Information Services Traffic
 originated on its network to Verizon. For such Voice Information Services
 Traffic, unless Reconex has entered into an arrangement with Verizon to bill
 and collect Voice Information Services provider charges from Reconex’s
 Customers, Reconex shall pay to Verizon without discount the Voice
 Information Services provider charges. Reconex shall pay Verizon such charges
 in full regardless of whether or not it collects such charges from its own
 Customers. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.4

 	
 Reconex 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 Reconex Customers served by resold Verizon
 Telecommunications Services or a Verizon Local Switching Network Element,
 Reconex 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
 Reconex’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
 Reconex exercises such option, Reconex 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 Reconex to route information services
 traffic originated on its network to Verizon. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Intercept
 and Referral Announcements

 


43









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.1

 	
 When a Customer
 changes its service provider from Verizon to Reconex, or from Reconex to
 Verizon, and does not retain its original telephone number, the Party
 formerly providing service to such Customer shall provide a referral
 announcement (“Referral Announcement”) on the abandoned telephone number
 which provides the Customer’s new number or other appropriate information, to
 the extent known to the Party formerly providing service. Notwithstanding the
 foregoing, a Party shall not be obligated under this Section to provide a
 Referral Announcement if the Customer owes the Party unpaid overdue amounts
 or the Customer requests that no Referral Announcement be provided. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 Reconex Usage Information to Reconex 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
 Reconex. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.4

 	
 Verizon OSS
 Information: Any information accessed by, or disclosed or provided to, Reconex
 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 Reconex Customer accessed by, or disclosed
 or provided to, Reconex through or as a part of Verizon OSS Services; and,
 (b) any Reconex Usage Information (as defined in Section 8.1.6 below)
 accessed by, or disclosed or provided to, Reconex. 

 


44









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.1.6

 	
 Reconex Usage
 Information: The usage information for a Verizon Retail Telecommunications
 Service purchased by Reconex 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
 Reconex, Verizon shall provide to Reconex, 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 Reconex. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.3

 	
 Reconex Usage
 Information. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.3.1

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.3.2

 	
 Reconex Usage
 Information will be available to Reconex 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

 	
 Reconex 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, 

 


45









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Reconex Usage
 Information will be provided to Reconex 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 Reconex only to the extent necessary
 for Reconex’s access to and use of Verizon OSS Services pursuant to the
 Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.3

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.4

 	
 Reconex 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 Reconex’s use under this
 Section 8. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.5

 	
 Reconex 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 Reconex only in connection with
 Reconex’s use of Verizon OSS Facilities permitted by this Section 8; (c)
 shall be treated by Reconex as Confidential Information of Verizon pursuant
 to Section 10 of the Agreement; and, (d) shall be destroyed or returned by
 Reconex to Verizon upon the earlier of request by Verizon or the expiration
 or termination of the Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.4.7

 	
 Reconex’s
 employees, agents and contractors may access and use Verizon OSS Facilities
 only to the extent necessary for Reconex’s access to and use of the Verizon
 OSS Facilities permitted by this Agreement. Any access to or use of Verizon
 OSS Facilities by Reconex’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 Reconex a
 non-exclusive license to use Verizon OSS Information. 

 


46









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.5.2

 	
 All Verizon OSS
 Information shall at all times remain the property of Verizon. Except as
 expressly stated in this Section 8, Reconex 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)
 Reconex Usage Information, (b) CPNI of Reconex, and (c) CPNI of a Verizon
 Customer or a Reconex Customer, to the extent the Customer has authorized
 Reconex to use the Customer Information. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.2.3

 	
 Reconex 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 Reconex
 any right or license to grant sublicenses to other persons, or permission to
 other persons (except Reconex’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

 	
 Reconex’s
 employees, agents and contractors may access, use and disclose Verizon OSS
 Information only to the extent necessary for Reconex’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 Reconex’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

 	
 Reconex’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 Reconex to
 provide Telecommunications Services to Reconex 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 Reconex shall be destroyed or returned by Reconex 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), Reconex’s access to Verizon OSS Information through Verizon OSS
 Services shall terminate upon the expiration or termination of the Agreement.
 

 


47









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 8.5.3.1

 	
 Verizon shall have
 the right (but not the obligation) to audit Reconex to ascertain whether
 Reconex is complying with the requirements of Applicable Law and this
 Agreement with regard to Reconex’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
 Reconex’s access to and use of Verizon OSS Information which is made
 available by Verizon to Reconex pursuant to this Agreement, to ascertain
 whether Reconex is complying with the requirements of Applicable Law and this
 Agreement, with regard to Reconex’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
 Reconex’s access to and use of Verizon OSS Information which is made
 available by Verizon to Reconex 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 Reconex 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
 Reconex, or Reconex’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 Reconex or an employee, agent or contractor of Reconex 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 Reconex, 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

 	
 Reconex agrees
 that Verizon would be irreparably injured by a breach of Sections 8.4 or 8.5
 above by Reconex or the employees, agents or contractors of Reconex, 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 

 


48









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with regard to
 protection of the confidentiality of the information of Verizon or Verizon
 Customers provided by Applicable Law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.8

 	
 Cooperation. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reconex, at
 Reconex’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, Reconex 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
 Reconex anticipates submitting orders in each week of the next calendar
 month. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.8.2

 	
 Reconex 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

 	
 Reconex 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 Reconex Customers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.9.1

 	
 Verizon shall have
 the right to access, use and disclose information related to Reconex
 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 Reconex Customer in the manner required by Applicable
 Law. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.9.2

 	
 Upon request by
 Verizon, Reconex shall negotiate in good faith and enter into a contract with
 Verizon, pursuant to which Verizon may obtain access to Reconex’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 Reconex Customers
 (as authorized by the applicable Reconex 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 Reconex
 prior to, or in lieu of, Verizon’s provision of the Verizon OSS Service to
 Reconex. 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 

 


49









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Verizon and
 Verizon shall have the right to change Verizon Pre-OSS Services, from
 time-to-time, without the consent of Reconex. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 shall be deemed to include information made available to
 Reconex through Verizon Pre-OSS Services. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.10.5

 	
 Reconex
 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 Reconex Customers served by Telecommunications
 Services provided by Verizon to Reconex for resale or a Local Switching
 Network Element provided by Verizon to Reconex. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.2

 	
 Reconex’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 Reconex 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 Reconex, from
 Reconex to Verizon, or from Reconex to a LEC other than Verizon), after such
 change, the Customer may continue to use with such VTS or 

 


50









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex for resale, the type or class of service
 subscribed to by the Customer changes. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.5

 	
 If service on a
 VTS or VLSNE provided by Verizon to Reconex under this Agreement is
 terminated and the telephone numbers associated with such VTS or VLSNE have
 not been ported to a Reconex 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, Reconex, or Telecommunications Carriers other than Verizon and
 Reconex. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.6

 	
 Reconex may
 reserve telephone numbers only to the extent Verizon’s Customers may reserve
 telephone numbers. 

 


51






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

 	
 As and to the
 extent required by Section 251 of the Act, the Parties shall provide interconnection
 of their networks at any technically feasible point as specified in this
 Agreement. To the extent the originating Party’s POI is not located at the
 terminating Party’s relevant Interconnection Point (“IP”), the originating
 Party is responsible for transporting its traffic from it’s POI to the
 terminating Party’s relevant IP. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.2

 	
 Reconex may
 specify any of the following methods for interconnection with Verizon: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.2.1

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.2.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.2.3

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.1.3

 	
 Verizon may
 specify any of the following methods for interconnection with Reconex: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.1

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.3

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.4

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 2.1.3.5

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 Trunk Types. 

 


52









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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

 	
 Local
 Interconnection Trunks for the transmission and routing of Local 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, Internet Traffic, all in accordance with Sections 5
 through 7 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 Reconex 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 Local Interconnection Trunks (trunks with traffic going in one
 direction, including one-way trunks and uni-directional two-way trunks)
 and/or Two Way Local 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 Reconex POI, which is
 carried by a Final Tandem Local 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
 local Interconnection Trunk groups between the Verizon End Office and the
 POI; or, (b) if Two-Way Local Interconnection Trunks are used, then Reconex
 shall promptly submit an ASR to Verizon to establish new End Office Two-Way
 Local Interconnection Trunk groups between that Verizon End Office and the
 POI. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 One Way
 Interconnection Trunks. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.1

 	
 Reconex 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. 

 


53









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.2

 	
 Reconex 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 Reconex-IP. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.3.4

 	
 Verizon may order
 from Reconex 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 Local 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 Local Interconnection Trunks, prior to ordering
 any Two-Way Local Interconnection Trunks from Verizon, Reconex 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 Local Interconnection Trunks and the interface specifications at the
 Point of Interconnection (POI). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.2

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.3

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Local Interconnection Trunks to
 determine the need for new trunk groups and to plan any necessary changes in
 the number of Two-Way Local Interconnection Trunks. 

 


54









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.5

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.7

 	
 Two-Way Local
 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 Local 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 Reconex shall engineer Two-Way Local
 Interconnection Trunks using national standards. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.8

 	
 Reconex shall
 determine and order the number of Two-Way Local Interconnection Trunks that
 are required to meet the applicable design blocking objective for all traffic
 carried on each Two-Way Local Interconnection Trunk group. Reconex shall
 order Two-Way Local Interconnection Trunks by submitting ASRs to Verizon
 setting forth the number of Two-Way Local Interconnection Trunks to be
 installed and the requested installation dates within Verizon’s effective
 standard intervals or negotiated intervals, as appropriate. Reconex 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 Local 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 Local Interconnection
 Trunk group and Reconex has not notified Verizon that it has corrected such
 blocking, Verizon may submit to Reconex a Trunk Group Service Request
 directing Reconex to remedy the blocking. Upon receipt of a Trunk Group
 Service Request, Reconex will complete an ASR to augment the Two-Way Local
 Interconnection Group with excessive blocking and submit the ASR to Verizon
 within five (5) Business Days. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.10

 	
 Any Tandem Two-Way
 Local Interconnection Trunk group between the Reconex’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 Local Interconnection
 Trunk group exceeds the 240 trunk level at any time, Reconex shall promptly
 submit an ASR to Verizon to establish new or additional End Office Trunk
 groups to insure that such Tandem Two-Way Local Interconnection Trunk group
 does not exceed the 240 trunk level. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.11

 	
 Upon request,
 Reconex will submit a written report to Verizon each month setting forth
 trunk utilization information and percentages. Reconex will calculate
 utilization percentages by using a traffic data analyzation system specified
 by Verizon, industry standard study periods and a time consistent busy hour. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.12

 	
 The Parties will
 review all Tandem Two-Way Local Interconnection Trunk groups that reach a
 utilization level of seventy percent (70%), or greater, to determine whether
 those groups should be augmented. Reconex will promptly augment all Tandem
 Two-Way Local 

 


55









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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 seventy percent (70%), unless the Parties agree that additional
 trunking is not required. For each Tandem Two-Way Local Interconnection Trunk
 group with a utilization level of less than sixty percent (60%), unless the
 Parties agree otherwise, Reconex will promptly submit ASRs to disconnect a
 sufficient number of Local Interconnection Trunks to attain a utilization
 level of approximately sixty percent (60%) for each respective group. In the
 event Reconex fails to submit an ASR for Two-Way Local Interconnection Trunks
 in conformance with this section, Verizon may bill Reconex for the excess
 Local Interconnection Trunks at the applicable rates provided for in the Pricing
 Attachment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.13

 	
 The performance
 standard on final Two-Way Local Interconnection Trunks shall be that no such
 Local Interconnection Trunk group will exceed its design blocking objective
 (B.005 or B.01, as applicable) for three (3) consecutive calendar traffic
 study months. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.14

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.15

 	
 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 Local Interconnection
 Trunk group and install One-Way Local Interconnection Trunks to the applicable
 POI. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.16

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.17

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.18

 	
 When the Parties
 implement Two-Way Local 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 Local Interconnection Trunks. Reconex will pay a percentage
 of Verizon’s monthly recurring charges for the facility on which the Two-Way
 Local Interconnection Trunks ride equal to Reconex’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 Reconex’s side of
 Reconex’s-IP, which charges shall be solely the financial responsibility of Reconex.
 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 Reconex-IP, the non-recurring charges shall
 be divided equally 

 


56









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 between the
 Parties; and, (b) for the portion of the Trunks on Reconex’s side of the
 Reconex-IP, Reconex shall be solely responsible for the non-recurring
 charges. Notwithstanding the foregoing provisions of this Section 2.4.18, if
 Reconex fails to provide IPs at Verizon’s Tandem or End Office(s) in
 accordance with this Agreement, Reconex will be responsible for one hundred
 percent (100%) of all recurring and non-recurring charges associated with
 Two-Way Local Interconnection Trunk groups until Reconex 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 Reconex 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 Local Traffic, Internet Traffic, and
 IntraLATA Toll Traffic. 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Initiating
 Interconnection 

 
	
  

 	
  

 
	
  

 	
 4.1

 	
 If Reconex
 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, Reconex 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 5.1 shall include (a) the initial Routing Point(s); (b)
 the applicable Reconex-IPs to be established in the relevant LATA in
 accordance with this Agreement; (c) Reconex’s intended Interconnection
 activation date; and (d) a forecast of Reconex’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
 Reconex’s notice provided for in Section 4.1, Verizon and Reconex shall
 confirm the Verizon-IP(s), the Reconex-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 Local Interconnection Trunks used for 

 


57









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Interconnection
 pursuant to Sections 2 through 4 of this Attachment. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.2

 	
 Trunk Group
 Connections and Ordering. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Local Interconnection Trunks are provisioned using
 a DS-3 interface facility, Reconex 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 Local 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 Reconex shall pay 100% of the facility
 charges for the Two-Way Local 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 Reconex 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 Reconex, the
 subtending arrangements between Reconex Tandem Switches and Reconex End
 Office Switches shall be the same as the Tandem/End Office subtending
 arrangements which Reconex 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 13.1. 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Trunking
 Measurement and Billing over Local 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 Local
 Interconnection Trunks. 

 


58









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.1.1

 	
 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
 Local Traffic call completion rate, intrastate Exchange Access rates,
 intrastate/interstate Tandem Transit Traffic rates, or interstate Switched
 Exchange Access Service rates, applicable to each relevant minute of traffic,
 as provided in the Pricing Attachment and applicable Tariffs, 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
 Local Traffic call completion rate, intrastate Switched Exchange Access
 Service rates, intrastate/interstate Tandem Transit Traffic rates, or
 interstate Switched Exchange Access Service rates, applicable to each
 relevant minute of traffic, as provided in Pricing Attachment and applicable
 Tariffs, in direct proportion to the minutes of use of calls passed with CPN
 information.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.1.2

 	
 If the originating Party passes CPN on less than ninety-five
 percent (95%) of its calls and the originating Party chooses to combine Local
 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 except
 Internet 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 and/or other call detail information to classify
 traffic delivered over Local Interconnection Trunks by the other Party as
 either Local Traffic or Toll Traffic, such receiving Party shall bill the
 originating Party the Local Traffic call completion rate, intrastate Exchange
 Access rates, or interstate Exchange Access rates applicable to each relevant
 minute of Traffic for which CPN is passed, as provided in the Pricing
 Attachment and applicable Tariffs. If the receiving Party lacks the
 capability, on an automated basis, to use CPN information to classify on an
 automated basis traffic delivered by the other Party as either Local Traffic
 or Toll Traffic, the originating Party will supply a PIU and PLU factor. The
 PIU and PLU 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. Measurement of billing minutes for originating toll free service
 access code (e.g., 800/888/877) calls shall be in accordance with applicable
 Tariffs. If the amount of traffic (excluding Toll Traffic) that Verizon
 delivers to Reconex exceeds twice the amount of traffic that Reconex delivers
 to Verizon as Local Traffic (“2:1 ratio”), then the amount of traffic that
 Verizon delivers to Reconex in excess of such 2:1 ratio shall be presumed to
 be Internet Traffic and not subject to the Local Traffic call completion rate
 (Reciprocal Compensation).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Reciprocal Compensation Arrangements –
 Pursuant to Section 251(b)(5)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.1

 	
 Local Traffic Reciprocal Compensation Interconnection Points.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.1

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.1

 	
 For each LATA in which Reconex requests to interconnect with Verizon,
 except as otherwise agreed by the Parties, Reconex shall establish a Reconex
 IP in each Verizon Rate Center Area (or Exchange Area) where Reconex chooses

 


59









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 to assign telephone numbers to its Customers. Reconex shall establish
 such Reconex-IP consistent with the methods of interconnection and
 interconnection trunking architectures that it will use pursuant to Section 2
 of this Attachment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.2

 	
 At any time that Reconex establishes a Collocation site at a Verizon
 End Office Wire Center in a LATA in which Reconex is interconnected or
 requesting interconnection with Verizon, either Party may request in writing
 that such Reconex Collocation site be established as the Reconex-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 Reconex-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) Reconex
 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 Reconex or a third party), from the
 originating Verizon End Office to the receiving Reconex-IP.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.1.3

 	
 In any LATA where the Parties are already interconnected prior to the
 effective date of this Agreement, Reconex may maintain existing IPs, except
 that Verizon may request in writing to transition such Reconex-IPs to the
 Reconex-IPs described in subsections 7.1.1.1 and 7.1.1.2,above. Upon such
 request, the Parties shall negotiate a mutually satisfactory arrangements for
 the transition to IPs that conform to subsections 7.1.1.1 and 7.1.1.2, above.
 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) Reconex 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 Reconex or a third
 party), from Verizon’s originating End Office to the Reconex IP.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.2.1

 	
 For Local Traffic delivered by Reconex to the Verizon Tandem
 subtended by the terminating End Office serving the Verizon Customer, the
 Verizon-IP will be the Verizon Tandem Wire Center.

 


60









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 7.1.2.2 

 	
 For Local Traffic delivered by Reconex to the Verizon terminating End
 Office Wire Center serving the Verizon Customer, the Verizon-IP will be
 Verizon End Office Wire Center.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex-IP is not located at a Collocation
 site at a Verizon Tandem Wire Center or Verizon End Office Wire Center, then
 Reconex shall permit Verizon to establish physical Interconnection through
 collocation or other operationally comparable arrangements acceptable to
 Verizon at the Reconex-IP, to the extent such physical Interconnection is
 technically feasible.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.1.4

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2

 	
 The Parties shall compensate each other for the transport and
 termination of Local 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 Reconex-IP for traffic
 delivered by Verizon for termination by Reconex, and at the Verizon-IP for
 traffic delivered by Reconex 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 Local Traffic delivered to the
 Verizon-IP by Reconex or the Reconex-IP by Verizon. When such Local 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 Local Traffic for purposes of
 Reciprocal Compensation shall be based on the actual originating and
 terminating points of the complete end-to-end communication.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.3

 	
 Transport and termination of the following types of traffic shall not
 be subject to the Reciprocal Compensation arrangements set forth in this
 Section, but instead shall be treated as described or referenced below:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.1

 	
 Tandem Transit Traffic shall be treated as specified in Section 11.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.2

 	
 For any traffic originating with a third party carrier and delivered
 by Reconex to Verizon, Reconex 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
 Reconex.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.3

 	
 Switched Exchange Access Service and InterLATA or IntraLATA Toll
 Traffic shall continue to be governed by the terms and conditions of the
 applicable Tariffs and, where applicable, by a Meet-Point Billing arrangement
 in accordance with Section 9.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.4

 	
 No Reciprocal Compensation shall apply to Internet Traffic. If the
 amount of traffic (excluding intraLATA Toll Traffic) that Verizon delivers to
 Reconex exceeds twice the amount of traffic that Reconex delivers to Verizon
 as Local Traffic (“2:1 ratio”), then the amount of traffic that Verizon
 delivers to Reconex in excess of such 2:1 ratio shall be presumed to be
 Internet Traffic and shall not be subject to Reciprocal Compensation.

 


61









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.5

 	
 No Reciprocal Compensation shall apply to special access, private
 line, or any other traffic that is not switched by the terminating Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.6

 	
 IntraLATA intrastate alternate-billed calls (e.g., collect, calling
 card, and third-party billed calls) originated or authorized by the Parties’
 respective Customers in the Commonwealth of Virginia shall be treated in
 accordance with an arrangement mutually agreed to by the Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.3.7

 	
 Any other traffic not specifically addressed in this Section shall be
 treated as provided elsewhere in this Agreement, or if not so provided, as
 required by the applicable Tariff of the Party transporting and/or
 terminating the traffic.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.4

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.5

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Transmission and Routing of Exchange Access
 Traffic

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.1

 	
 Scope of Traffic.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Section 8 prescribes parameters for certain trunks to be established
 over the Interconnections specified in Sections 2 through 5 of this
 Attachment for the transmission and routing of traffic between Reconex
 Telephone Exchange Service Customers and Interexchange Carriers (“Access Toll
 Connecting Trunks”), in any case where Reconex elects to have its End Office
 Switch subtend a Verizon Tandem. This includes casually-dialed (1010XXX and
 101XXXX) traffic.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.2

 	
 Access Toll Connecting Trunk Group Architecture.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.1

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.2

 	
 Reconex 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 Reconex’s Customers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.3

 	
 The Access Toll Connecting Trunks shall be two-way trunks. Such
 trunks shall connect the End Office Reconex utilizes to provide Telephone
 Exchange Service and Switched Exchange Access to its Customers in a given
 LATA to the Tandem Verizon utilizes to provide Exchange Access in such LATA.

 


62









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.2.4

 	
 Access Toll Connecting Trunks shall be used solely for the
 transmission and routing of Exchange Access to allow Reconex’s Customers to
 connect to or be connected to the interexchange trunks of any Interexchange
 Carrier which is connected to a Verizon access tandem.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Meet-Point Billing Arrangements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.1

 	
 Reconex 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 9 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.3

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.4

 	
 Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.5

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.5.1

 	
 “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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.5.2

 	
 “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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.5.3

 	
 “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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.5.4

 	
 “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 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

 


63









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.6

 	
 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 9.15.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.7

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.8

 	
 Verizon shall provide Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.9

 	
 Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.10

 	
 All usage data to be provided pursuant to Sections 9.8 and 9.9 shall
 be sent to the following addresses:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To Reconex:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 William E. Braun

 
	
  

 	
  

 	
 2500 Industrial Avenue

 
	
  

 	
  

 	
 Hubbard, Oregon, 97032

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For Verizon:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New York Access Billing

 
	
  

 	
  

 	
 C/O ACM, Inc.

 
	
  

 	
  

 	
 120 Erie Blvd.

 
	
  

 	
  

 	
 Schenectady, NY 12305

 
	
  

 	
  

 	
 Attn: Mark Ferri

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.11

 	
 Reconex 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 9. Each Party shall notify the other if the level
 of billing

 


64









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or other BAR/BACR elements change, resulting in a new BAR/BACR
 number, or if the OCN changes.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.12

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.13

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.14

 	
 Except as expressly set forth in this Agreement, nothing contained in
 this Section 9 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.15

 	
 In the event Reconex determines to offer Telephone Exchange Services
 in another LATA in which Verizon operates an access Tandem Switch, Verizon
 shall permit and enable Reconex to subtend the Verizon access Tandem
 Switch(es) designated for the Verizon End Offices in the area where the
 Reconex 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)          =          Reconex
 Billing Percentage

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
    and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b / (a +
 b)          =          Verizon
 Billing Percentage

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 where:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a          =          the
 airline mileage between Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.16

 	
 Reconex 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 Reconex’s delivery of notice to Verizon, Verizon and Reconex shall
 confirm the Routing Point/Verizon Serving Wire Center combination and billing
 percentages.

 


65









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The following terms shall apply when either Party delivers toll free
 service access code (e.g., 800/888/877) (“800”) calls to the other Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.1

 	
 When Reconex delivers toll free service access code calls that have
 been queried to an “800” database to Verizon for delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.1.1

 	
 to an IXC:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reconex shall provide an appropriate EMI record to Verizon for
 processing and Meet Point Billing in accordance with Section 9 above; and
 Reconex shall bill the IXC the Reconex query charge associated with the call.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.1.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.1.2.1 

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.3

 	
 Verizon shall assess applicable Tandem Transit Service charges and
 associated passthrough charges to Reconex.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.4

 	
 When Verizon delivers toll free service access code calls that have
 been queried to an “800” database, originated by Verizon’s or another LEC’s
 Customers, to Reconex:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.1

 	
 where the queried call is an intraLATA call that is handed off to
 Reconex in CLEC’s capacity as a toll free service access code service
 provider:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.2

 	
 Verizon shall bill Reconex the Verizon query charge associated with
 the call as specified in the Pricing Attachment; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.4.2.1 

 	
 Verizon shall provide an appropriate EMI record to Reconex; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.4.2.2 

 	
 Verizon’s Tariffed FGD Switched Exchange Access or Reciprocal
 Compensation charges shall be billed to Reconex as applicable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.5

 	
 Unqueried Toll Free Service Access Code (e.g., 800/88/8/877) Traffic.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If Reconex chooses Verizon to handle toll free service access code
 (e.g.,800/888/877) (“800”) database queries from Reconex’s central office
 switches, all Reconex originating 800 traffic will be routed over a separate
 800 trunk group. The 800 trunk group will be one-way from Reconex to Verizon.
 Verizon will perform the query and route the call appropriately.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.1

 	
 When the 800 call is routed to an IXC:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.5.1.1 

 	
 Verizon will query the call and route the call to the appropriate
 IXC.

 


66









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.5.1.2 

 	
 Verizon shall provide an appropriate EMI record to Reconex to
 facilitate billing to the IXC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.2

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.5.3

 	
 When the 800 call is an IntraLATA call routed to Verizon or another
 LEC that is a toll free service access code service provider in the LATA:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.5.3.1 

 	
 Verizon will query the call and route the call to the appropriate LEC
 toll free service access code service provider.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.5.3.2 

 	
 Verizon shall provide an appropriate EMI record to Reconex to
 facilitate billing to the LEC toll free service access code service provider

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 10.5.3.3 

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.6

 	
 Verizon will not direct unqueried toll free service access code call
 to Reconex.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 Tandem Transit Traffic

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.1

 	
 As used in this Section 11, Tandem Transit Traffic is Telephone
 Exchange Service traffic that originates on Reconex’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 Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.2

 	
 Tandem Transit Traffic Service provides Reconex with the transport of
 Tandem Transit Traffic as provided below.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.3

 	
 Tandem Transit Traffic may be routed over the Local Interconnection
 Trunks described in Sections 3 through 6. Reconex 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.4

 	
 Reconex 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 Reconex 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 Reconex.

 


67









	
  

 	
  

 	
  

 
	
  

 	
 11.5

 	
 Reconex shall pay Verizon for Transit
 Service that Reconex 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 11.6

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 11.7

 	
 If or when a third party carrier’s Central
 Office subtends a Reconex Central Office, then Reconex shall offer to Verizon
 a service arrangement equivalent to or the same as Tandem Transit Service
 provided by Verizon to Reconex as defined in this Section 11 such that
 Verizon may terminate calls to a Central Office of a CLEC, ILEC, CMRS
 carrier, or other LEC, that subtends a Reconex Central Office (“Reciprocal
 Tandem Transit Service”). Reconex shall offer such Reciprocal Transit Service
 arrangements under terms and conditions no less favorable than those provided
 in this Section 11. 

 
	
  

 	
  

 	
  

 
	
  

 	
 11.8

 	
 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. 

 
	
  

 	
  

 
	
 12.

 	
 Number
 Resources, Rate Centers and Routing Points 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.1

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.2

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3

 	
 Unless otherwise required by Commission
 order, the Rate Center Areas will be the same for each Party. During the term
 of this Agreement, Reconex 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 Reconex service areas overlap.
 Reconex 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.4

 	
 Reconex will also designate a Routing Point
 for each assigned NXX code. Reconex shall designate one location for each
 Rate Center Area in which the Reconex 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 Reconex will be routed in the same manner as
 calls to Reconex’s initial NXXs. 

 


68









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.5

 	
 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 Reconex’s choices
 regarding the size of the local calling area(s) that Reconex may establish
 for its Customers, which local calling areas may be larger than, smaller
 than, or identical to Verizon’s local calling areas. 

 
	
  

 	
  

 
	
 13.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 13.1

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.1.1

 	
 standards to ensure that Local
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.1.2

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.1.3

 	
 disaster recovery provision escalations; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.1.4

 	
 additional technically feasible and
 geographically relevant IP(s) in a LATA as provided in Section 8; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.1.5

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.2

 	
 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 13.2, 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 13.3

 	
 Forecasting Requirements for Trunk
 Provisioning. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Within ninety (90) days of executing this
 Agreement, Reconex 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 Local 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

 


69









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Interconnection Trunking Forecast Guide and
 shall include, at a minimum, Access Carrier Terminal Location (“ACTL”),
 traffic type (Local Traffic/Toll Traffic, Operator Services, 911, etc.), code
 (identifies trunk group), A location/Z location (CLLI codes for Reconex-IPs
 and Verizon-IPs), interface type (e.g., DS1), and trunks in service each year
 (cumulative). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.3.1

 	
 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 Reconex decides to market its services, Verizon
 will be largely dependent on Reconex 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 Local
 Traffic to Reconex as Reconex provides to terminate Local Traffic to Verizon.
 At Verizon’s discretion, when Reconex 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 Reconex suggests; provided, however, that in all cases Verizon’s
 provision of the forecasted number of trunks to Reconex is conditioned on the
 following: that such forecast is based on reasonable engineering criteria,
 there are no capacity constraints, and Reconex’s previous forecasts have
 proven to be reliable and accurate. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 13.3.1.1

 	
 Monitoring and Adjusting Forecasts.
 Verizon will, for ninety (90) days, monitor traffic on each trunk group that
 it establishes at Reconex’s suggestion or request pursuant to the procedures
 identified in Section 13.3.1. 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 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
 Reconex financially responsible for the excess facilities. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 13.3.1.2

 	
 In subsequent periods, Verizon may also
 monitor traffic for ninety (90) days on additional trunk groups that Reconex
 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 Reconex
 financially responsible for the excess facilities. At any time during the
 relevant ninety (90) day period, Reconex may request that Verizon disconnect
 trunks to meet a revised forecast. In such instances, Verizon may hold
 Reconex financially responsible for the disconnected trunks retroactive to
 the start of the ninety (90) day period through the date such trunks are
 disconnected. 

 
	
  

 	
  

 
	
 14.

 	
 Number
 Portability - Section 251(B)(2) 

 


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 14.1

 	
 Scope.
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 14.2

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.1

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.2

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.3

 	
 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 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.4

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.5

 	
 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. 

 


71









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.6

 	
 Where LNP is commercially available, the
 NXXs in the office shall be defined as portable, except as noted in 14.2.7,
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.7

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.2.8

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 14.3

 	
 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 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 14.4

 	
 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 14.4. The Parties shall
 provide INP on a reciprocal basis.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.1

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.2

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

 


72









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.3

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.4

 	
 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 grandfathered,
 subject to Section 14.4.5, below. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.5

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.6

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.4.7

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

 
	
  

 	
  

 	
  

 
	
  

 	
 14.5

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.5.1

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.5.2

 	
 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 14.5.

 


73





RESALE ATTACHMENT


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 General
 

 
	
  

 	
  

 
	
  

 	
 Verizon shall provide to Reconex, 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 Reconex; provided,
 that notwithstanding any other provision of this Agreement, Verizon shall be
 obligated to provide Telecommunications Services to Reconex only to the
 extent required by Applicable Law and may decline to provide a
 Telecommunications Service to Reconex 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 Reconex under this Resale Attachment only for the purpose of
 resale by Reconex as a Telecommunications Carrier. Verizon Telecommunications
 Services to be purchased by Reconex for other purposes (including, but not
 limited to, Reconex’s own use) must be purchased by Reconex pursuant to other
 applicable Attachments to this Agreement (if any), or separate written
 agreements, including, but not limited to, applicable Verizon Tariffs. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 Reconex 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
 Reconex to comply with this Section 2.2, Reconex shall take those actions
 required by Applicable Law to determine the eligibility of Reconex 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. Reconex shall indemnify
 Verizon from any Claims resulting from Reconex’s failure to take such actions
 required by Applicable Law. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.6

 	
 Verizon may perform audits to confirm
 Reconex’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. 

 


74









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 Reconex 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

 	
 Reconex 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 Reconex Customers. 

 
	
  

 	
  

 
	
 3.

 	
 Availability
 of Verizon Telecommunications Services 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 Verizon will provide a Verizon
 Telecommunications Service to Reconex 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 Reconex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 To the extent required by Applicable Law,
 the Verizon Telecommunications Services to be provided to Reconex 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 Reconex. 

 
	
  

 	
  

 
	
 4.

 	
 Responsibility
 for Charges 

 
	
  

 	
  

 
	
  

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

 


75









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Reconex or Reconex 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 Reconex,
 Bell Atlantic 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 Reconex to use
 Verizon’s Marks.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.2

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.3

 	
 If Verizon uses a third-party contractor to
 provide Verizon Operator Services or Verizon Directory Assistance Services,
 Reconex will be responsible for entering into a direct contractual
 arrangement with the third-party contractor at Reconex’s expense (a) to
 obtain identification of Verizon Operator Services or Verizon Directory
 Assistance Services purchased by Reconex for resale with Reconex’s trade
 name, or (b) to obtain removal of trade name, trademark or service mark
 identification from Verizon Operator Services or Verizon Directory Assistance
 Services purchased by Reconex for resale. 

 


76