Exhibit 10.41


INTERCONNECTION AGREEMENT


Dated as of JUNE 26, 2001


by and between


VERIZON NEW ENGLAND INC., D/B/A VERIZON

MASSACHUSETTS

f/k/a/ NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY

d/b/a BELL ATLANTIC - MASSACHUSETTS


and


AT&T BROADBAND PHONE OF MASSACHUSETTS,
LLC.







TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1.0
 DEFINITIONS

 	
  

 	
 2

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 2.0
 INTERPRETATION AND CONSTRUCTION

 	
  

 	
 13

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 3.0 SCOPE

 	
  

 	
 13

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 4.0
 INTERCONNECTION AND PHYSICAL ARCHITECTURE

 	
  

 	
 14

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    4.1 Interconnection Activation

 	
  

 	
 14

 	
  

 
	
    4.2 Trunk Types and Interconnection Points

 	
  

 	
 14

 	
  

 
	
    4.3 Physical Architectures

 	
  

 	
 16

 	
  

 
	
    4.4 Mid-Span Fiber Meet Arrangements

 	
  

 	
 18

 	
  

 
	
    4.5 Interconnection in Additional Latas

 	
  

 	
 20

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 5.0
 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
 TOSECTION 251(C)(2)

 	
  

 	
 21

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    5.1 Scope of Traffic

 	
  

 	
 21

 	
  

 
	
    5.2 Trunk Group Connections and Ordering

 	
  

 	
 21

 	
  

 
	
    5.3 Switching System Hierarchy and Trunking Requirements

 	
  

 	
 22

 	
  

 
	
    5.4 Signaling

 	
  

 	
 22

 	
  

 
	
    5.5 Grades of Service

 	
  

 	
 22

 	
  

 
	
    5.6 Measurement and Billing

 	
  

 	
 22

 	
  

 
	
    5.7 Reciprocal Compensation Arrangements — Section 251(b)(5)

 	
  

 	
 23

 	
  

 
	
    5.8 Municipal Calling Service

 	
  

 	
 25

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 6.0
 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(C)(2)

 	
  

 	
 26

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    6.1 Scope of Traffic

 	
  

 	
 26

 	
  

 
	
    6.2 Access Toll Connecting Trunk Group Architecture

 	
  

 	
 26

 	
  

 
	
    6.3 Meet-Point Billing Arrangements

 	
  

 	
 26

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 7.0
 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC

 	
  

 	
 30

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    7.1 Information Services Traffic

 	
  

 	
 30

 	
  

 
	
    7.2 Tandem Transit Traffic Service (“Transit Service”)

 	
  

 	
 31

 	
  

 
	
    7.3 911/E911 Arrangements

 	
  

 	
 33

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 8.0 NUMBER
 RESOURCES, RATE CENTERS AND RATING POINTS

 	
  

 	
 34

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 9.0
 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES

 	
  

 	
 35

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    9.2 Responsibility for Following Standards

 	
  

 	
 36

 	
  

 
	
    9.5 Notice of Changes — Section 251(c)(5)

 	
  

 	
 36

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 10.0 JOINT
 NETWORK IMPLEMENTATION AND GROOMING PROCESS; AND INSTALLATION, MAINTENANCE,
 TESTING AND REPAIR

 	
  

 	
 37

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    10.1 Joint Network Implementation and Grooming Process

 	
  

 	
 37

 	
  

 
	
    10.2 Installation, Maintenance, Testing and Repair

 	
  

 	
 38

 	
  

 
	
    10.3 Trunk Provisioning

 	
  

 	
 38

 	
  

 
	
    10.4 Forecasting Requirements for Trunk Provisioning

 	
  

 	
 38

 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
    10.5 Demand Management Forecasts

 	
  

 	
 40

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 11.0
 UNBUNDLED ACCESS

 	
  

 	
 40

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    11.1 Verizon’s Provision of Network Elements

 	
  

 	
 40

 	
  

 
	
    11.2 Loop Transmission Types

 	
  

 	
 41

 	
  

 
	
    11.3 Network Interface Device

 	
  

 	
 42

 	
  

 
	
    11.4 Unbundled Switching Elements

 	
  

 	
 43

 	
  

 
	
    11.5 Inter Office Transport

 	
  

 	
 45

 	
  

 
	
    11.6 Operations Support Systems

 	
  

 	
 46

 	
  

 
	
    11.7 Limitations on Unbundled Access

 	
  

 	
 46

 	
  

 
	
    11.8 Availability of Other Network Elements on an Unbundled Basis

 	
  

 	
 48

 	
  

 
	
    11.9 Conversion of Live Telephone Exchange Service to Analog 2W Loops

 	
  

 	
 48

 	
  

 
	
    11.10 Maintenance of Unbundled Network Elements

 	
  

 	
 50

 	
  

 
	
    11.11 Rates

 	
  

 	
 50

 	
  

 
	
    11.12 Combinations

 	
  

 	
 51

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 12.0
 RESALE — SECTIONS 251(B)(1) AND 251(C)(4)

 	
  

 	
 51

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    12.1 Resale at Retail Rates

 	
  

 	
 51

 	
  

 
	
    12.2 Resale at Wholesale Rates

 	
  

 	
 52

 	
  

 
	
    12.3 Availability of Support Services and Branding for Resale

 	
  

 	
 52

 	
  

 
	
    12.4 Additional Terms Governing Resale and Use of Verizon Services

 	
  

 	
 52

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 13.0
 COLLOCATION — SECTION 251(C)(6)

 	
  

 	
 53

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    13.6 Dedicated Transit Service

 	
  

 	
 53

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 14.0
 NUMBER PORTABILITY — SECTION 251(B)(2)

 	
  

 	
 54

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    14.1 Scope

 	
  

 	
 54

 	
  

 
	
    14.2
 Intentionally Omitted

 	
  

 	
 54

 	
  

 
	
    14.3 Procedures for Providing NP Through Full Nxx Code Migration

 	
  

 	
 54

 	
  

 
	
    14.4
 Intentionally Omitted

 	
  

 	
 55

 	
  

 
	
    14.5 Lnp Implementation

 	
  

 	
 55

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 15.0
 DIALING PARITY — SECTION 251(B)(3)

 	
  

 	
 57

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 16.0
 ACCESS TO RIGHTS-OF-WAY — SECTION 251(B)(4)

 	
  

 	
 57

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 17.0
 DATABASES AND SIGNALING

 	
  

 	
 57

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 18.0
 COORDINATED SERVICE ARRANGEMENTS

 	
  

 	
 57

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    18.1 Intercept and Referral Announcements

 	
  

 	
 57

 	
  

 
	
    18.2 Coordinated Repair Calls

 	
  

 	
 58

 	
  

 
	
    18.3 Customer Authorization

 	
  

 	
 58

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 19.0
 DIRECTORY SERVICES ARRANGEMENTS

 	
  

 	
 59

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    19.1 Directory Listings and Directory Distributions

 	
  

 	
 59

 	
  

 
	
    19.2 Service Information Pages

 	
  

 	
 61

 	
  

 
	
    19.3 Yellow Pages Maintenance

 	
  

 	
 61

 	
  

 
	
    19.4 Directory Assistance (DA) and Operator Services (OS)

 	
  

 	
 61

 	
  

 
	
    19.5 Busy Line Verification and Busy Line Verification Interrupt (BLV/BLVI)

 	
  

 	
 62

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 20.0 RATES
 AND CHARGES; ASSURANCE OF PAYMENT

 	
  

 	
 62

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 21.0
 INSURANCE

 	
  

 	
 64

 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
 22.0 TERM
 AND TERMINATION

 	
  

 	
 65

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 23.0
 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

 	
  

 	
 66

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 24.0
 INDEMNIFICATION

 	
  

 	
 66

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 25.0
 LIMITATION OF LIABILITY

 	
  

 	
 68

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 26.0
 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES

 	
  

 	
 68

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    26.1 Performance Standards

 	
  

 	
 68

 	
  

 
	
    26.2 Performance Reporting

 	
  

 	
 71

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 27.0
 COMPLIANCE WITH LAWS; REGULATORY APPROVAL

 	
  

 	
 72

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 28.0
 MISCELLANEOUS

 	
  

 	
 73

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
    28.1 Authorization

 	
  

 	
 73

 	
  

 
	
    28.2 Independent Contractor; Disclaimer of Agency

 	
  

 	
 73

 	
  

 
	
    28.3 Force Majeure

 	
  

 	
 73

 	
  

 
	
    28.4 Confidentiality

 	
  

 	
 74

 	
  

 
	
    28.5 Choice of Law

 	
  

 	
 75

 	
  

 
	
    28.6 Taxes

 	
  

 	
 75

 	
  

 
	
    28.7 Assignment

 	
  

 	
 78

 	
  

 
	
    28.8 Billing and Payment; Disputed Amounts

 	
  

 	
 78

 	
  

 
	
    28.9 Dispute Resolution

 	
  

 	
 79

 	
  

 
	
    28.10 Notices

 	
  

 	
 80

 	
  

 
	
    28.11 Joint Work Product

 	
  

 	
 81

 	
  

 
	
    28.12 No Third Party Beneficiaries

 	
  

 	
 81

 	
  

 
	
    28.13 No Licenses

 	
  

 	
 81

 	
  

 
	
    28.14 Technology Upgrades

 	
  

 	
 82

 	
  

 
	
    28.15 Survival

 	
  

 	
 82

 	
  

 
	
    28.16 Entire Agreement

 	
  

 	
 82

 	
  

 
	
    28.17 Counterparts

 	
  

 	
 83

 	
  

 
	
    28.18 Modification, Amendment, Supplement, or Waiver

 	
  

 	
 83

 	
  

 
	
    28.19 Successors and Assigns

 	
  

 	
 83

 	
  

 
	
    28.20 Publicity and Use of Trademarks or Service Marks

 	
  

 	
 83

 	
  

 
	
    28.21 Cooperation With Law Enforcement

 	
  

 	
 83

 	
  

 
	
    28.22 Year 2000 Compliance

 	
  

 	
 84

 	
  

 
	
    28.23 Clec Certification

 	
  

 	
 85

 	
  

 












LIST OF SCHEDULES AND EXHIBITS 


Schedules


	
  

 	
  

 
	
 Schedule 4.1

 	
 Network
 Interconnection Schedule 

 
	
  

 	
  

 
	
 Schedule 4.2

 	
 Interconnection
 Points for Different Types of Traffic 

 
	
  

 	
  

 
	
 Schedule 5.6

 	
 Applicable
 Factors For AT&T Broadband 

 
	
  

 	
  

 
	
 Schedule
 7.1.3

 	
 Billing
 Arrangement Options for Variable-Rated Information Services Calls

 
	
  

 	
  

 
	
 Schedule
 12.3

 	
 Support
 Services for Resale

 
	
  

 	
  

 
	
 Schedule
 26.1

 	
 Local Number
 Portability (“LNP”) Performance Standards

 


Exhibits


Exhibit A    Verizon – Massachusetts and AT&T Broadband Pricing Schedule 


Exhibit B    Network Element Bona Fide Request 








INTERCONNECTION AGREEMENT


          This
Interconnection Agreement (“Agreement”) is effective as of the 26th
day of June, 2001 (the “Effective Date”), by and between Verizon New
England Inc., d/b/a Verizon Massachusetts f/k/a New England Telephone and
Telegraph Company, d/b/a Bell Atlantic - Massachusetts (“Verizon”), a
New York corporation with offices at 185 Franklin Street, Boston, Massachusetts
02110, and AT&T Broadband Phone of Massachusetts, LLC. (“AT&T
Broadband”), a Massachusetts corporation, with offices at 6 Campanelli
Drive, Andover, Massachusetts 01810. 


          WHEREAS
the Parties want to interconnect their networks at mutually agreed upon points
of interconnection to provide Telephone Exchange Services, Switched Exchange
Access Services, and other Telecommunications Services (all as defined below) to
their respective customers;


          WHEREAS
the Parties are entering into this Agreement to set forth the respective
obligations of the Parties and the terms and conditions under which the Parties
will interconnect their networks and provide other services as required by the
Act (as defined below) and additional services as set forth herein;
and


          WHEREAS
Sections 251 and 252 of the Communications Act of 1934 as amended by the
Telecommunications Act of 1996 have specific requirements for interconnection,
unbundled Network Elements and resale service.


          NOW,
THEREFORE, in consideration of the mutual provisions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, AT&T Broadband and Verizon hereby agree as
follows:


1






1.0 DEFINITIONS


          As
used in this Agreement, the following terms shall have the meanings specified
below in this Section 1. All capitalized terms used but not defined herein
shall have the meanings set forth in the Act.


          1.1
“Act” means 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), and interpreted in the duly authorized rules
and regulations of the FCC or the Department.


          1.2
“ADSL” or “Asymmetrical Digital Subscriber Line” means 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.


          1.3
“Affiliate” is As Defined in the Act.


          1.4
“Agreement” means this Interconnection Agreement under Sections 251 and 252 of
the Act and all Exhibits Schedules, addenda, and attachments referenced herein
and/or appended hereto.


          1.5
“Agreement for Switched Access Meet Point Billing” means the Agreement for
Switched Access Meet Point Billing between the Parties to this Agreement.


          1.6
“Ancillary Traffic,” means all traffic that is destined for ancillary services,
or that may have special billing requirements, including but not limited to the
following: BLI/BLV/I Directory Assistance, 911/E911, Operator Services
(IntraLATA call completion), IntraLATA third party, collect and calling card,
800/888/877 database query, LIDB, and information services requiring special
billing as described in Section 7.1.


          1.7
“Applicable Laws” means all laws, regulations, and orders applicable to each
Party’s performance of its obligations hereunder.


          1.8
“As Defined in the Act” means as specifically defined by the Act and as from
time to time interpreted in the duly authorized rules and regulations of the
FCC or the Department.


          1.9
“As Described in the Act” means as described in or required by the Act and as
from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Department.


          1.10
“Automatic Number Identification” or “ANI” means a feature that provides the
billing number of the line or trunk that originated a call and defined in ANSI
standard T1.104.


2













          1.11
“Bona Fide Request” or “BFR” means the process described in Exhibit B.


          1.12
“Busy Line Verification” or “BLV” means an operator request for a status check
on the line of a called party. The request is made by one Party’s operator to
an operator of the other Party. The verification of the status check is
provided to the requesting operator.


          1.12a
“Busy Line Verification and Interrupt” or “BLVI” means a service that may be
requested and provided when BLV has determined that a line is busy due to an
ongoing call. BLVI is an operator interruption of that ongoing call to inform
the called party that a calling party is seeking to complete his or her call to
the called party.


          1.13
“CPN” or “Calling Party Number” is a Common Channel Signaling (“CCS”)
parameter, which identifies the calling party’s telephone number.


          1.14
“CCS” or “Common Channel Signaling” means 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. “SS7” means 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 AT&T Broadband currently utilize this out-of-band signaling
protocol. “CCSAC” or “CCSAS” means the Common Channel Signaling access
connection or access service, respectively, which connects one Party’s
signaling point of Interconnection (“SPOI”) to the other Party’s Signaling
Transfer Point for the exchange of SS7 messages.


          1.15
“Central Office” means a local switching system for connecting lines to lines,
lines to trunks, or trunks to trunks for the purpose of originating/terminating
Public Switched Telephone Network calls. 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 system and telephone equipment is
installed.


          1.16
“Central Office Switch” means a switch used to provide Telecommunications
Services, including, but not limited to an End Office Switch or a Tandem
Switch. A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.


          1.17
“CLASS Features” means certain CCS-based features available to Customers
including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification; and, future CCSbased offerings.


          1.18
“Collocation” means an arrangement whereby one Party’s (the “Collocating
Party”) facilities are terminated in equipment necessary for Interconnection or
for access to Network Elements offered by the second Party on an unbundled
basis that has been installed and maintained at the premises of a second Party
(the “Housing Party”).



3












          1.18a
“Commercial Mobile Radio Service” (“CMRS”) is As Defined in the Act.


          1.19
“Common Channel Signaling” or “CCS” means 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 traffic of the call. Verizon and AT&T Broadband currently utilize
“SS7” which is 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”).


          1.20
“Competitive Local Exchange Carrier” or “CLEC” means any Local Exchange Carrier
other than Verizon, operating as such in Verizon’s certificated territory in
Massachusetts. AT&T Broadband is a CLEC.


          1.21
“Cross Connection” means 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.


          1.22
“Customer” means a third-party residence or business end-user subscriber to
Telecommunications Services provided by either of the Parties.


          1.23
“Customer Proprietary Network Information” or “CPNI” is As Defined in the Act.


          1.24
“Department” means the Massachusetts Department of Telecommunications and
Energy.


          1.25
“Dialing Parity” is As Defined in the Act.


          1.26
“Digital Signal Level” means one of several transmission rates in the
time-division multiplex hierarchy.


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 “Digital
 Signal Level 0” or “DS0” means the 64 Kbps zero-level signal in the
 time-division multiplex hierarchy;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 “Digital
 Signal Level 1” or “DS1” means the 1.544 Mbps first-level signal in the
 time-division multiplex hierarchy;

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 “Digital
 Signal Level 3” or “DS3” means the 44.736 Mbps third-level in the
 time-division multiplex hierarchy;

 



          1.26a
“End Office Switch” or “End Office” is a switching entity that is used to
terminate Customer station Loops for the purpose of interconnection to each
other and to trunks.



4












          1.27
“Entrance Facility” means the facility between a Party’s designated premises and
the Central Office serving that designated premises.


          1.28
“Exchange Access” is As Defined in the Act.


          1.29
“Exchange Message Interface” means the standard used for exchange of
Telecommunications message information among Telecommunications Carriers for
billable, non-billable, sample, settlement, and study data. EMI format is
contained in document SR-230 published by Alliance for the Telecom Industry.


          1.30
“FCC” means the Federal Communications Commission.


          1.31
“FCC Regulations” means the regulations duly and lawfully promulgated by the
FCC, as in effect from time to time.


          1.32
“HDSL” or “High-Bit Rate Digital Subscriber Line” means a transmission
technology which 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”).


          1.33
“Incumbent Local Exchange Carrier” or “ILEC” is As Defined in the Act. For
purposes of this Agreement, Verizon is an Incumbent Local Exchange Carrier.


          1.34
“Independent Telephone Company” or “ITC” means any entity other than Verizon,
which with respect to its operations within Massachusetts, is an Incumbent
Local Exchange Carrier.


          1.35
“Information Services Traffic” means Local Traffic or IntraLATA Toll Traffic
which originates on a Telephone Exchange Service line and which is addressed to
an information service provided over a Party’s information services platform (e.g.,
976).


          1.36
“Inside Wire” or “Inside Wiring” means all wire, cable, terminals, hardware,
and other equipment or materials on the Customer’s side of the Rate Demarcation
Point.


          1.37
“Integrated Digital Loop Carrier” or “IDLC” means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is generally
twenty-four (24) loop transmission paths combined into a 1.544 Mbps digital
signal.


          1.38
“Integrated Services Digital Network” or “ISDN” means 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 64 kbps bearer channels and one 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 



5












one (1) 64
kbps data and signaling channel (23 B+D).


          1.39
“Interconnection” is As Described in the Act, and means the connection of
separate pieces of equipment or transmission facilities within, between, or
among networks for the purpose of transmission and routing of Telephone
Exchange Service traffic and Exchange Access traffic.


          1.40
“IP” or “Interconnection Point” means the point at which a Party who receives
traffic originating on the network of the other Party assesses Reciprocal
Compensation charges for the further transport and termination of that traffic.


          1.41
“Interexchange Carrier” or “IXC” means a carrier that provides, directly or
indirectly, interLATA or intraLATA Telephone Toll Services.


          1.42
INTENTIONALLY OMITTED


          1.42a
“Internet Traffic” means any traffic that is transmitted to or returned from
the Internet at any point during the duration of the transmission.


          1.43
“InterLATA” is As Defined in the Act.


          1.44
“IntraLATA Toll Traffic” means those calls that originate and terminate within
a Local Access and Transport Area (LATA) and are not defined as Local Traffic
in this Agreement.


          1.45
“Line Side” means an End Office Switch connection that provides transmission,
switching and optional features suitable for Customer connection to the public
switched network.


          1.46
“Local Access and Transport Area” or “LATA” is As Defined in the Act.


          1.47
“Local Exchange Carrier” or “LEC” As Defined in the Act means any party that is
engaged in the provision of telephone exchange service or exchange access
service. The Parties to this Agreement are or will shortly become Local
Exchange Carriers.


          1.48
“Local Exchange Routing Guide” or “LERG” is a Telcordia Technologies document,
which contains necessary routing information for all end offices and tandems in
North America. The LERG is used by carriers of all types to route calls through
the Public Switched Telecommunication Network (PSTN).


          1.49
“Local Telephone Number Portability” or “LTNP” means “number portability” is As
Defined in the Act.


          1.50
“Local Traffic” means 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 a given local calling area, or expanded area
service (“EAS”) area, as defined in Verizon’s effective Customer tariffs. Local
Traffic does not include any Internet Traffic.


6












          1.51
“Losses” means any and all losses, costs (including court costs), claims,
damages (including fines, penalties, and criminal or civil judgments and
settlements), injuries, liabilities and expenses (including attorneys’ fees).


          1.52
“Main Distribution Frame” or “MDF” generally means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.


          1.53
“MECAB” means the Multiple Exchange Carrier Access Billing (MECAB) 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.


          1.54
“MECOD” means the Multiple Exchange Carriers Ordering and Design (MECOD)
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Telcordia Technologies as Special Report
SR-STS-002643, establishes methods for processing orders for Exchange Access
service which is to be provided by two or more LECs.


          1.55
“Meet-Point Billing” or “MPB” means an arrangement whereby two or more LECs
jointly provide to a third party (e.g., an Interexchange Carrier) the transport
element of a Switched Exchange Access Service to one of the LECs’ End Office
Switches. Each LEC receives an appropriate share of the transport element
revenues as defined by their effective Exchange Access tariffs.


          1.56
“Meet-Point Billing Traffic” means traffic that is subject to an effective
Meet-Point Billing arrangement.


          1.57
“Mid-Span Fiber Meet” means an Interconnection architecture whereby the
Parties’ transmission facilities meet at a technically feasible Point of
Interconnection (“POI”) identified by AT&T Broadband, utilizing a fiber
hand-off, where such POI and the associated arrangement constitutes a
reasonable accommodation of Interconnection.


          1.58
“Network Element” is As Defined in the Act.


          1.59
“Network Interface Device” or “NID” means 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 an FCC Part 68 registered jack from which Inside Wire may be connected
to Verizon’s network.


7













          1.60
“North American Numbering Plan” or “NANP” means the numbering plan used in the
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and 4-digit line number.


          1.61
“Numbering Plan Area” or “NPA” is also sometimes referred to as an “area code”.
There are two general categories of NPAs, “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, which may be provided across multiple geographic
NPA areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.


          1.62
“NXX,” “NXX Code,” or “End Office Code” means the three-digit switch entity
indicator (i.e. the first three digits of a seven digit telephone number),
where N has a number value of 2 through 9 and X has a number value of 0 through
9.


          1.63
“Party” means either Verizon or AT&T Broadband and “Parties” means Verizon
and AT&T Broadband.


          1.64
“Percent Interstate Usage” or “PIU” - is a percentage calculated by dividing
the number of minutes of interstate traffic by the total number of minutes of
intrastate and interstate traffic. PIU is a factor that is used to determine
the interstate portion of minutes of traffic exchanged between the Parties via
Traffic Exchange trunks. PIU is developed from the measurement of calls in
which the calling and called parties are not located in the same state. PIU is
the first such factor applied to traffic for jurisdictional separation of
traffic.


          1.65
“Percent Local Usage” or “PLU” - is a percentage calculated by dividing the
number of minutes of Local Traffic by the total number of minutes of intrastate
traffic. PLU is a factor that is used to determine the portion of Local Traffic
minutes exchanged between the Parties via Traffic Exchange trunks. PLU is
developed from the measurement of calls in which the calling and the called
party are located within a given local calling area or EAS area as defined in
Verizon’s effective Customer’s tariff. The PLU factor is applied to traffic
only after the PIU factor has been applied for jurisdictional separation of
traffic.


          1.66
“Permanent Number Portability” or “PNP” means the use of a database or other
technical solution that comports with regulations issued by the FCC to provide
LTNP (Local Telephone Number Portability) for all customers and service
providers.


          1.67
“Point of Interconnection” or “POI” means the physical location where the
originating Party’s facilities physically interconnect with the terminating
Party’s facilities for the purpose of exchanging traffic.


8












          1.68
“Point of Termination Bay,” or “POT Bay,” means the intermediate distributing
frame system which serves as the point of demarcation for collocated
interconnection. POT Bay terminations are provided with either, or both,
analog/voice frequency and/or digital capabilities.


          1.68a
“Port Element” or “Port” means a line card (or equivalent) and associated
peripheral equipment on an End Office Switch, which 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 numbers(s) which
serves as the Customer’s network address. The Port Element is part of the
provision of unbundled local Switching Element.


          1.69
“Pole Attachment” is As Defined in the Act.


          1.70
“Rate Center Area” or “Exchange Area” means 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, which 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.


          1.71
“Rate Center Point” means 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.


          1.72
“Rate Demarcation Point” means 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.


          1.73
“Rating Point” or “Routing Point” means a specific geographic point identified
by a specific V&H coordinate. The Routing Point is used to route inbound
traffic to specified NPA-NXXs and the Rating 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 Rating Point may be an End
Office location, or a “LEC Consortium Point of Interconnection.” Pursuant to
that same Telcordia Practice, examples of the latter shall be designated by a
common language location identifier (CLLI) code with (x) KD in positions 9, 10,
11, where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing
Point must be located within the LATA in which the corresponding NPA-NXX is
located. However, the Rating Point/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 Rating Point corresponding to each unique and separate Rate
Center.


9












          1.74
“Reciprocal Compensation” means 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 (as set forth in Section
5.7).


          1.75
INTENTIONALLY OMITTED


          1.76
“Service Control Point” or “SCP” means 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 service switching point (“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.


          1.77
“Signaling Transfer Point” or “STP” is a packet switch that utilizes the SS7
protocol to transmit, receive and process CCS messages.


          1.78
“Strapping” means the act of installing a permanent connection between a POT
bay and a Collocated Party’s physical collocation node.


          1.79
“Switched Access Detail Usage Data” means a category 1101XX record as defined
in the EMR Telcordia Practice BR-010-200-010.


          1.80
“Switched Access Summary Usage Data” means a category 1150XX record as defined
in the EMR Telcordia Practice BR-010-200-010.


          1.81
“Switched Exchange Access Service” means 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.


          1.82
“Switching Element” is the unbundled Network Element that provides a CLEC the
ability to use switching functionality in a Verizon End Office switch,
including all vertical services that are available on that switch, to provide
Telephone Exchange Service to its end user Customers(s). The Switching Element
is provisioned with a Port Element, which provides Line Side access to the
Switching Element.


          1.83
“Synchronous Optical Network,” or “SONET,” means an optical interface standard
that allows for transporting many different digital signals using a basic
building block or base transmission rate of 51.84 Mbps (OC-1 {Optical
Carrier}/STS-1 {Synchronous Transport Signal}) and higher rates are direct
multiples of the base rate, such as OC-3/STS-3 which is equal to three times
the base transmission rate.


          1.83a
“Tandem Switch” or “Tandem Office” or “Tandem” is a switching entity that has
billing and recording capabilities and is used to connect and switch trunk
circuits between and among End



10












Office
Switches and between and among End Office Switches and carriers’ aggregation
points, points of termination, or points of presence and to provide Switched
Exchange Access Services.


          1.84
“Tariff” means any applicable federal or state Tariff of a Party, or standard
agreement or other document that sets forth the generally available terms and
conditions, each as may be amended by the Party from time to time, under which
a Party offers a particular service, facility, or arrangement. A Tariff shall
not include Verizon’s “Statement of Generally Available Terms and Conditions
for Interconnection, Unbundled Network Elements, Ancillary Services and Resale
of Telecommunications Services” which has been approved or is pending approval
by the Department pursuant to Section 252(f) of the Communications Act of 1934,
47 U.S.C. § 252(f).


          1.85
“Technically Feasible Point” is As Described in the Act. 


          1.86
“Telecommunications” is As Defined in the Act.


          1.87
“Telecommunications Act” means the Telecommunications Act of 1996 and any rules
and regulations promulgated thereunder.


          1.88
“Telecommunications Carrier” is As Defined in the Act. 


          1.89
“Telecommunications Service” is As Defined in the Act. 


          1.90
“Telephone Exchange Service” is As Defined in the Act.


          1.91
“Toll Traffic” means 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
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.


          1.92
“Tandem Transit Traffic” or “Transit Traffic” means Telephone Exchange Service
traffic that originates on AT&T Broadband’s network, and is transported
through a Verizon Tandem to the Central office of a CLEC, ITC, Commercial
Mobile Radio Service (“CMRS”) carrier, or other LEC, that subtends the relevant
Verizon Tandem to which AT&T Broadband delivers such traffic. Pursuant to
Section 7.2.5, Transit Traffic may also mean Telephone Exchange Service traffic
that originates on Verizon’s network, and is transported through a AT&T
Broadband Tandem to the Central Office of a CLEC, ITC, CMRS carrier, or other
LEC, that subtends the relevant AT&T Broadband Tandem to which Verizon
delivers such traffic. 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.


          1.93 “Trunk Side” means a Central Office Switch connection that is capable of, and
has been programmed to treat the circuit as, connecting to another switching
entity (e.g. another carrier’s



11












network).
Trunk Side connections offer those transmission and signaling features appropriate
for the connection of switching entities.


          1.94
“V and H Coordinates Method” means a method of computing airline miles between
two points by utilizing an established formula which is based on the vertical
and horizontal coordinates of the two points.


          1.95
“Voice Grade” means 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 “DS-0” or “sub-DS-1” may also be used.


          1.96
“Wire Center” means 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.



12












2.0 INTERPRETATION AND CONSTRUCTION


          
2.1 All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. The headings used in this Agreement are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning of this Agreement. Unless the context shall otherwise
require, any reference to any agreement, other instrument (including Verizon or
other third party offerings, guides or practices), statute, regulation,
governmental rule or Tariff is to such agreement, instrument, statute,
regulation, or governmental rule or Tariff as amended and supplemented from time
to time (and, in the case of a statute, regulation, governmental rule or
Tariff, to any successor provision).


          2.2
This Agreement governs the provisions of all services or facilities provided
hereunder unless the Parties have specifically referenced an applicable
provision of their Tariff in this Agreement, in which case the referenced
Tariff provision applies. Subject to the terms set forth in Section 20
regarding rates and charges, if any provision of this Agreement and an
applicable tariff cannot be reasonably construed or interpreted to avoid
conflict, the provision contained in this Agreement shall prevail.


If any
provision contained in this main body of the Agreement and any Schedule or
Exhibit hereto cannot be reasonably construed or interpreted to avoid conflict,
the provision contained in this main body of the Agreement shall prevail. The
fact that a condition, right, obligation, or other term appears in this
Agreement but not in any such Tariff or in such Tariff but not in this Agreement,
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2. Except as provided in Section 20, terms and
conditions of Department approved Tariffs shall supersede corresponding terms
and conditions of this Agreement only upon the explicit direction of the
Department. Verizon shall provide AT&T Broadband with notice of proposed
Tariff changes as required by the Department.


3.0 SCOPE


          3.1
This Agreement sets forth the terms, conditions and pricing under which Verizon
and AT&T Broadband provide Interconnection to each other within each LATA
in which they operate within Massachusetts and under which Verizon will provide
to AT&T Broadband: a) access to unbundled Network Elements and ancillary
services for their respective use in providing Telephone Exchange Service; b)
resale of local Telecommunications Services; and c) services related to a) and
b) to the extent required by the Act. It will be submitted to the Department,
and the Parties will refrain from requesting any action to change, suspend or
otherwise delay implementation of the Agreement.



13








4.0 INTERCONNECTION AND PHYSICAL ARCHITECTURE



          4.1
Interconnection Activation


          The
types of Traffic to be exchanged under this Agreement shall be Local Traffic,
IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit Traffic,
Meet-Point Billing Traffic, Internet Traffic and Ancillary Traffic. The
Parties’ Interconnection Points for such Traffic shall be set forth in Schedule
4.1. The Parties will establish and perform to milestones such as Trunking
Arrangements for Traffic Exchange, Timely Submission of Access Service
Requests, 911 Interconnection establishments, SS7 Certification and
arrangements for alternate-billed calls. 


          4.2 Trunk Types and Interconnection Points 


          4.2.1 Trunk Types Section 4 describes the
architecture for Interconnection of the Parties’ facilities and equipment over
which the Parties shall configure the following separate and distinct trunk
groups: 


	
  

 	
  

 
	
  

 	
 Traffic
 Exchange Trunks for the transmission and routing of
 terminating Local Traffic, Tandem Transit Traffic, translated LEC IntraLATA
 toll free service access code (e.g., 800/888/877) traffic, IntraLATA Toll
 Traffic, and, where agreed to between the Parties and as set forth in Section
 4.3.7, InterLATA Toll Traffic between their respective Telephone Exchange
 Service customers pursuant to Section 251 (c)(2) of the Act, in accordance
 with Section 5. In addition, Traffic Exchange Trunks can be used for the
 transmission and routing of Internet Traffic. 

 
	
  

 	
  

 
	
  

 	
 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 AT&T Broadband Telephone
 Exchange Service customers and purchasers of Switched Exchange Access Service
 via a Verizon Tandem, pursuant to Section 251(c)(2) of the Act, in accordance
 with Section 6; 

 
	
  

 	
  

 
	
  

 	
 Information
 Services Trunks for the transmission and routing of
 terminating Information Services Traffic in accordance with Section 7 

 
	
  

 	
  

 
	
  

 	
 BLV/BLVI
 Trunks for the transmission and routing of
 terminating BLV/BLVI traffic, in accordance with Section 19; 

 
	
  

 	
  

 
	
  

 	
 911/E911
 Trunks for the transmission and routing of
 terminating E911/911 traffic, in accordance with Section 7; 

 


14









	
  

 	
  

 
	
  

 	
 Directory
 Assistance Trunks for the transmission and routing
 of terminating directory assistance traffic, in accordance with Section 19; 

 
	
  

 	
  

 
	
  

 	
 Operator
 services (IntraLATA call completion) Trunks for the
 transmission and routing of terminating IntraLATA call completion traffic, in
 accordance with Section 19; and 

 
	
  

 	
  

 
	
  

 	
 Other Trunks
 as may be requested and agreed to by the Parties. 

 



          4.2.2
Interconnection Points. Each Party
shall establish Interconnection Points (“IPs”) at the available locations
designated in Schedule 4.1, as amended from time to time. The IPs on the
AT&T Broadband network from which AT&T Broadband will provide transport
and termination of traffic to its Customers shall be designated as the AT&T
Broadband Interconnection Points (“AT&T Broadband-IP(s)”). The IPs on the
Verizon network from which Verizon will provide transport and termination of
traffic to its Customers shall be designated as the Verizon Interconnection
Point(s) (“Verizon-IP(s)”); provided that such Verizon-IP(s) shall be either
the Verizon terminating End Office serving the Verizon Customer when AT&T
Broadband delivers its traffic for termination at such terminating End Office
or the Verizon Tandem subtended by the terminating End Office serving the
Verizon Customer when AT&T Broadband delivers its traffic for termination
at such Verizon Tandem. Each Party is responsible for delivering its
terminating traffic to the IP of the other Party that is applicable to the
traffic being terminated. Any additional traffic that is not covered in
Schedule 4.2 shall be subject to separate negotiations between the Parties,
except that either Party, without negotiations, may deliver traffic of any type
or character to the other Party for termination as long as the delivering Party
pays the receiving Party’s then current tariffed Switched Exchange Access rates
applicable to such traffic, provided, however, that only those traffic types
identified in Section 4.4.4 may be delivered over Mid-Span Fiber Meet
arrangements. 


          4.2.3
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
described in Section 4.3. Except as provided in Section 4.4, to the extent the
originating Party’s POI is not located at the IP of the terminating Party that
is applicable to the traffic being terminated, the originating Party is
responsible for transporting its originating traffic from its POI to the IP of
the terminating Party that is applicable to the traffic being terminated. The originating
Party shall either lease transport or provide its own facilities for delivering
its traffic to any such IP of the terminating Party. 


          4.2.4
INTENTIONALLY OMITTED 


          4.2.5
The Parties shall configure separate one-way trunk groups for traffic from
AT&T Broadband to Verizon, and for traffic from Verizon to AT&T
Broadband, respectively; however, either Party may at its discretion request
that the trunk groups shall be equipped as two-way trunks for testing purposes.
AT&T Broadband may purchase two-way trunks in accordance with the rates,
terms and conditions contained in Verizon’s D.T.E. Mass. No. 17 Tariff, as
amended from time to time. 




15






          4.3 Physical Architectures 


          4.3.1
AT&T Broadband shall have the sole right and discretion to specify any of
the following methods for interconnection at any of the Verizon-IPs: 


	
  

 	
  

 
	
  

 	
 (a) a
 physical or virtual Collocation node AT&T Broadband established at the
 Verizon-IP; and/or 

 
	
  

 	
  

 
	
  

 	
 (b) a
 physical or virtual Collocation node established separately at the Verizon-IP
 by a third party with whom AT&T Broadband has contracted for such
 purposes; and/or 

 
	
  

 	
  

 
	
  

 	
 (c) an
 entrance facility and transport (where applicable) leased from Verizon (and
 any necessary multiplexing) to the Verizon-IP, at the rates specified in
 Exhibit A; and/or 

 
	
  

 	
  

 
	
  

 	
 (d) a
 Mid-Span Fiber Meet arrangement as described in Section 4.4. 

 



          4.3.2
AT&T Broadband shall provide its own facilities or purchase necessary
transport for the delivery of traffic to any Collocation arrangement it
establishes at a Verizon-IP pursuant to Section 13. 


          4.3.3
AT&T Broadband may order from Verizon any of the Interconnection methods
specified above in accordance with the rates, order intervals and other terms
and conditions, in the Agreement, in any applicable Tariff(s), or as may be
subsequently agreed to between the Parties. 


          4.3.4
Verizon shall have the right to interconnection at any of the AT&T
Broadband-IPs through 


	
  

 	
  

 
	
  

 	
 (a) an
 entrance facility and transport (where applicable) leased from AT&T
 Broadband (and any necessary multiplexing), to the AT&T Broadband-IP at
 the rates specified in Exhibit A; and/or 

 
	
  

 	
  

 
	
  

 	
 (b) a
 Mid-Span Fiber Meet arrangement established at AT&T Broadband’s request
 pursuant to section 4.3.1; and/or 

 
	
  

 	
  

 
	
  

 	
 (c)
 provisioning its own transport facilities to a AT&T Broadband-IP. If
 Verizon chooses to provision its own transport facilities (either to a new
 AT&T Broadband-IP or to augment transport facilities to an existing
 AT&T Broadband-IP), Verizon will pay AT&T Broadband such rates as
 approved by the Department for terminating Verizon’s transport facilities at
 the AT&T Broadband-IP which rates shall be consistent with Applicable Law
 (“Self Provisioning Rates”); provided, however, the Parties acknowledge that,
 as of the Effective Date, the Department has not approved, nor has AT&T
 Broadband submitted to the Department for approval, any Self Provisioning
 Rates. Should AT&T Broadband plan to implement an additional IP, or if
 transport 

 


16









	
  

 	
  

 
	
  

 	
 facilities
 to an existing AT&T Broadband-IP need to be augmented, AT&T Broadband
 will provide Verizon with at least seven (7) months advance notice of this
 plan or augment. Upon receipt of notice from AT&T Broadband or if Verizon
 notifies AT&T Broadband that it needs to augment facilities to an
 existing AT&T Broadband-IP, Verizon shall have up to thirty (30) days to
 notify AT&T Broadband whether it wishes to consider provisioning its own
 transport facilities to the AT&T Broadband-IP. If Verizon notifies
 AT&T Broadband that it wants to consider provisioning its own transport
 facilities to the AT&T Broadband-IP, AT&T Broadband shall respond to
 Verizon’s notification within thirty (30) days from the date of such
 notification with its proposed Self Provisioning Rates for terminating
 Verizon’s transport facilities. Upon receipt of these proposed Self
 Provisioning Rates, Verizon has up to thirty (30) days to accept or reject
 these Rates. If Verizon rejects the proposed Self Provisioning Rates,
 AT&T Broadband shall within ten (10) days of Verizon’s rejection submit
 such Rates to the Department for approval pursuant to an expedited dispute
 resolution process, if available. If the Department does not approve Self
 Provisioning Rates for AT&T Broadband prior to the time Verizon is
 required to deliver traffic to the new AT&T Broadband-IP or to augment
 facilities to an existing AT&T Broadband-IP, Verizon, if it chooses to
 provide its own transport facilities, shall pay to AT&T Broadband the
 applicable rates and rate elements for virtual collocation pursuant to
 Verizon’s DTE 17 Tariff (or such lower rates as agreed to by the Parties) on
 an interim basis until the Department approves Self Provisioning Rates for
 AT&T Broadband, or if such Rates are appealed, as may be ordered at the
 conclusion of such an appeal, which approved and effective Self Provisioning
 Rates shall apply on a prospective basis only. 

 



          4.3.5
Verizon may order from AT&T Broadband any of the Interconnection methods
specified above in accordance with the order intervals and other terms and
conditions, including, without limitation, rates and charges, set forth in this
Agreement, in any applicable Tariff(s), or as may be subsequently agreed to
between the Parties. 


          4.3.6
Under any of the architectures described in this Section 4, and subject to
mutual agreement between the Parties, either Party may utilize the Traffic
Exchange Trunks for the termination of InterLATA Toll Traffic in accordance
with the terms contained in Section 5 and pursuant to the other Party’s
Switched Exchange Access Service Tariffs. The other Party’s Switched Exchange
Access Service rates shall apply to such facilities. 


          4.3.7
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. 




17






          4.4 Mid-Span Fiber Meet Arrangements 


          4.4.1
If AT&T Broadband elects to interconnect with Verizon through a Mid-Span
Fiber Meet arrangement, such arrangement (i) shall be established at a
technically feasible point designated by AT&T Broadband, only to the extent
that such point and the associated arrangements constitute a reasonable
accommodation of Interconnection; and (ii) may include a SONET backbone with an
electrical interface at the DS-3 level in accordance with the terms of this
Section 4.4. The fiber meet point shall be designated as the POI for both
Parties. In the event a Mid-Span Fiber Meet arrangement is utilized, each Party
agrees to bear all expenses associated with the purchase of appropriate
equipment, materials, or services necessary to facilitate and maintain such
arrangement on its side of the POI. The Parties shall provision any Mid-Span
Fiber Meet initially allocating the use of the facilities equally, with half
the facilities allotted to the use of AT&T Broadband, and half of the
facilities allotted to the use of Verizon. Neither Party shall take any action
which is likely to impair or interfere with the other Party’s use of its
allotted facilities. The reasonable actual incurred construction costs for a Mid-Span
Fiber Meet established pursuant this Section 4.4.1 will be shared equally (i.e.
50/50) between the Parties unless otherwise agreed in writing. No other charges
shall apply to either Party’s use of its allotted facilities for the term of
this Agreement. Augments to the Mid-Span Fiber Meet shall be mutually agreed to
by the Parties in writing. Either Party may purchase transport capacity on the
Mid-Span Fiber Meet arrangement allotted to the other Party when the other
Party has spare capacity. Spare capacity shall mean an existing unused DS3
facility between the Mid-Span Fiber Meet fiber optic terminals that the
providing Party does not plan to use within the next twelve months immediately
following the request for spare capacity. A Party must respond to a request for
spare capacity from the other Party within ten (10) business days notifying the
other Party whether the spare capacity exists. If spare capacity is available,
the providing Party shall provision the spare capacity within thirty (30)
business days from the date of the request if no equipment hardware and/or
software additions or changes are required. If hardware and/or software
additions or changes are required, the providing Party shall provision the
spare capacity within a commercially reasonable time frame using commercially
reasonable efforts to minimize the amount of time required to effectuate such
required additions or changes, but in no event later than one hundred twenty
(120) business days from the date of the request. After provisioning of the
spare capacity is completed, the Party receiving the spare capacity (“Receiving
Party”) may place orders for services using that spare capacity. Once orders
are submitted by the Receiving Party, the standard provisioning intervals will
apply based on the types of services requested, provided that all necessary
facilities beyond the Mid-Span Fiber Meet fiber optic terminals are available.
The rate charged by one Party to the other Party for such spare capacity shall
be no more than the incremental investment costs as such costs are established
and documented at the time the construction costs are determined of each
additional activated channel. Unless otherwise agreed by the Parties in
writing, each Party shall maintain at least one channel on the Mid-Span Fiber
Meet arrangement. The Parties acknowledge that all Mid-Span Fiber Meet
arrangements used to exchange traffic between the Parties on the Effective Date
are subject to the terms and conditions of this Agreement. 


          4.4.2
The originating Party is responsible for transporting its traffic from the
terminating Party’s terminating electronics for the Mid-Span Fiber Meet to the
IP of the terminating Party specified in Schedule 4.1 that is applicable to the
traffic which is being terminated. The originating Party shall either lease
transport or provide its own facilities for delivering its traffic to any such
IP of the terminating Party 


18





that is not
located on the Mid-Span Fiber Meet arrangement. AT&T Broadband may lease
transport pursuant to the provisions of Section 11.5 to transport AT&T
Broadband originated traffic. AT&T Broadband will make available to Verizon
dedicated interoffice transmission facilities to transport Verizon originated
traffic from the AT&T Broadband building where the AT&T Broadband side
of a Mid-Span Fiber Meet arrangement is located, subject to the terms and
conditions of this Agreement, to the AT&T Broadband Wire Center where the
AT&T Broadband-IP is located. The rate applicable for the Term of this Agreement
for such interoffice transmission facilities, both those provided as of the
effective date of this Agreement and those hereafter provided pursuant to this
Agreement, is set forth in Exhibit A. Verizon shall obtain access to such
interoffice transmission facilities from a Mid-Span Fiber Meet arrangement by
purchasing cross connections. The rate applicable for the Term of this
Agreement for such cross connections, both those provided as of the effective
date of this Agreement and those hereafter provided pursuant to this Agreement,
are set forth in Exhibit A. Verizon shall purchase cross connections at each
end of such interoffice transmission facilities. 


          4.4.3
In establishing a Mid-Span Fiber Meet arrangement and associated
interconnection trunking, or an augment to such an arrangement, the Parties
agree to work together 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 Mid-Span Fiber Meet
arrangement and associated interconnection trunking (“Implementation
Provisions”). The Implementation Provisions shall be agreed to by the Parties
in writing at the Initial Implementation meeting. If, despite the Parties good
faith efforts, the Parties cannot agree on material terms relating to the
Implementation Provisions, the provisions of §28.9 [Dispute Resolution] of this
Agreement shall apply. Unless otherwise mutually agreed, in order to suspend
the Interconnection Activation Date required under this Section 4.4.3, either
Party must be granted a stay of the timeframe by the Department. The
Interconnection Activation Date for a Mid-Span Fiber Meet arrangement or an
augment to such arrangement, shall be established as follows: (i) the Mid-Span
Fiber Meet facilities shall be established within 120 days from the Initial
Implementation meeting which shall be held within 10 business days of the
receipt by Verizon of AT&T Broadband’s complete and accurate response to
the Verizon Mid-Span Fiber Meet questionnaire and (ii) the provisioning for the
DS3 facilities and the trunk groups up to 10 new trunk groups or 1440 switched
trunks, within 60 business days after the Mid-Span facilities are established.
Intervals for trunks beyond the specified limits shall be negotiated by the
Parties and agreed to in writing at the Initial Implementation Meeting. The
timeframes specified in this section are contingent upon AT&T Broadband’s
completing its milestones agreed to at the initial implementation meeting on
time. If AT&T Broadband decides to purchase transport facilities from a
third party, AT&T Broadband shall use reasonable efforts to ensure that the
third-party provider does not unreasonably delay Verizon’s efforts to complete
the Interconnection by the deadline. Any Mid-Span Fiber Meet arrangement
requested at a third-party premises is expressly conditioned on the Parties
having sufficient capacity at the requested location to meet such request, on
unrestricted 24-hour access for both Parties to the requested location, and on
other appropriate protections as reasonably deemed necessary by either Party,
and on an appropriate commitment that such access and other arrangements will not
be changed or altered. Where there are exceptional circumstances that prevent
either Party from meeting their deadlines under this Section, 


19





either Party
shall have the right to petition the Department for relief from the timeframes
set forth in this Section 4.4.3. 


          4.4.4
Mid-Span Fiber Meet arrangements shall be used only for the termination of
Local Traffic, IntraLATA Toll Traffic, Internet Traffic, Ancillary Traffic
(i.e. OS/DA, E911), Tandem Transit Traffic, and Meet-Point Billing Traffic
(collectively, “Traffic Types”) unless and until such time as the Parties have
agreed to permit its utilization for other traffic types and unless and until
the Parties have agreed in writing on appropriate compensation arrangements
relating to the exchange of other types of traffic over such Mid-Span Fiber
Meet, and only where facilities are available. Such Traffic Types shall be
carried on separate and distinct trunk groups as required by Section 4.2.1. 


          4.4.5
AT&T Broadband and Verizon shall work cooperatively to install and maintain
a reliable network as agreed pursuant to Section 4.4.2. AT&T Broadband and
Verizon shall exchange appropriate information (e.g., maintenance contact
numbers, information related to the jointly constructed network configuration,
information required to comply with law enforcement and other security agencies
of the Government and such other information as the Parties shall mutually
agree) to achieve this desired reliability. 


          4.4.6
AT&T Broadband and Verizon shall work cooperatively to apply sound network
management principles and network management controls to alleviate or to
prevent congestion. 


          4.5 Interconnection in Additional LATAs 


          4.5.1
If AT&T Broadband determines to offer Telephone Exchange Services in any
LATA in Massachusetts not listed in Schedule 4.1 in which Verizon also offers
Telephone Exchange Services, AT&T Broadband shall provide written notice to
Verizon of the need to establish Interconnection in such LATA pursuant to this
Agreement. 


          4.5.2
The notice provided in Section 4.5.1 shall include (a) the AT&T
Broadband-IP; (b) the requested Verizon-IP; (c) the initial Rating Point
AT&T Broadband has designated in the new LATA; (d) AT&T Broadband’s
intended Interconnection activation date and (e) a forecast of AT&T
Broadband’s trunking requirements conforming to Section 10.4. Within ten (10)
business days of Verizon’s receipt of AT&T Broadband’s notice provided for
in Section 4.5.1, Verizon and AT&T Broadband shall confirm the Verizon-IP,
the AT&T Broadband-IP and the Interconnection activation date for the new
LATA by attaching an addendum to Schedule 4.1. 


          4.5.3
The Parties shall agree upon an addendum to Schedule 4.1 to reflect the
schedule applicable to each new LATA requested by AT&T Broadband; provided,
however, that unless otherwise agreed by the Parties, and as except as provided
in section 4.4.3, the Interconnection Activation Date in a new LATA shall not
be earlier than sixty (60) days, and not later than one hundred twenty (120)
days after receipt by Verizon of all complete and accurate trunk orders and
routing information. Before AT&T Broadband can issue complete and accurate
trunk orders and routing 


20





information,
SS7 certification testing and construction of transport arrangements used to
carry interoffice trunking must be complete. 


5.0 TRANSMISSION AND ROUTING OF TELEPHONE
EXCHANGE SERVICE TRAFFIC PURSUANT TO SECTION 251(c)(2) 


          5.1
Scope of Traffic 


          Section
5 prescribes parameters for Traffic Exchange Trunks used for Interconnection
pursuant to Section 4.0. 


          5.2
Trunk Group Connections and Ordering 


          5.2.1
Traffic Exchange Trunk group connections will be made at a DS-3 or DS-1 level.
Subject to agreement of the Parties, higher speed connections may be made, when
and where available, in accordance with the Joint Process prescribed in Section
10. 


          5.2.2
Each Party will identify its Carrier Identification Code, a three or four digit
numeric 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 send a Carrier
Identification Code and outpulse ten (10) digits to the other Party. 


          5.2.4
In the event that traffic volume between any two Central Office Switches at any
time exceeds the CCS busy hour equivalent of three (3) DS-1s for three
consecutive months, the originating Party will establish new one-way direct
trunk groups to the applicable End Office(s) consistent with the grade of
service and quality parameters set forth in the Joint Grooming Process. 


          Upon
review of Verizon’s monthly traffic analysis, Verizon agrees to notify AT&T
Broadband within two (2) business days after the last day of the month if
Verizon’s originating traffic has exceeded the blocking threshold of B.01 on
the final group and is causing a blocking problem. The Parties agree to
cooperate to remedy the blocking problem and, within fifteen (15) days after
the discovery of a blocking problem, add trunks or establish new direct trunks
consistent with the grades of service and quality parameters set forth in the
Joint Grooming Process. If, through means other than Verizon’s monthly
analysis, either Party becomes aware that traffic has exceeded the blocking
threshold of B.01 on the final group and is causing a blocking problem, that
Party shall notify the other Party of the situation. Upon such notification,
the Parties agree to cooperate to remedy the blocking problem and, where it is
determined to be necessary to add trunks or establish new direct trunks to
remedy the blocking problem, add or establish such trunks within fifteen (15)
days after the discovery of the blocking problem consistent with the grades of
service and quality parameters set forth in the Joint Grooming Process. 


          5.2.5
Each Party will use commercially reasonable efforts to monitor its trunk groups
and to augment those groups using generally accepted trunk engineering
standards so as to not exceed 


21





blocking
objectives. Each Party agrees to use modular trunk engineering techniques where
practical., except for BLV/BLVI, 911/E911, and DA/OS. 


          5.3
Switching System Hierarchy and Trunking Requirements 


          For
purposes of routing AT&T Broadband 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 AT&T Broadband, the subtending arrangements
between AT&T Broadband Tandem Switches (or functional or geographic
equivalent) and AT&T Broadband End Office Switches (or functional or
geographic equivalent) shall be the same as the Tandem/End Office subtending
arrangements (or functional equivalent), which AT&T Broadband maintains for
the routing of its own or other carriers’ traffic.


          5.4
Signaling


          Each
Party will provide the other Party with access to its databases and associated
signaling necessary for the routing and completion of the other Party’s traffic
in accordance with the provisions contained in Section 17. Access and updates
to the databases shall be at parity with what Verizon provides to itself. 


          5.4.1
The Parties will cooperate on the testing and exchange of Transactional
Capabilities Application Part (“TCAP”) messages to facilitate interoperability
of CCS-based features between their respective networks, including all CLASS
features and functions, to the extent each Party offers such features and
functions to its Customers. All CCS signaling parameters will be provided
including, calling Party number (“CPN”), originating line information (“OLI”),
calling Party category and charge number. The Parties mutually agree to respect
the privacy status of CPN transmitted via CCIS. 


          5.5 Grades of Service 


          The Parties
shall engineer and shall jointly monitor and enhance all trunk groups
consistent with the Joint Process as set forth in Section 10. 


          5.6 Measurement and Billing 


          5.6.1
For billing purposes, each Party shall pass Calling Party Number (“CPN”)
information on at least ninety-five percent (95%) of calls carried over the
Traffic Exchange Trunks in any given thirty (30) day period. 


                    5.6.1.1
If the originating Party passes CPN on ninety-five percent (95%) or moreof 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 Exchange Access rates applicable to
each minute of traffic, as provided in Exhibit A and applicable 


22





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


                    5.6.1.2
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 terminating Party shall bill its interstate
Switched Exchange Access Service rates for all traffic passed without CPN unless
the Parties agree that such other rates should apply to such traffic. 


          5.6.2
At such time as either Party has the capability, on an automated basis, to use
such CPN information to classify traffic delivered 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 minute of Traffic for
which CPN is passed, as provided in Exhibit A 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 applicable upon the
Effective Date are specified in Schedule 5.6. Such factors may be updated by
the originating Party quarterly by written notification. 


          5.6.3
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. 


          5.7 Reciprocal Compensation Arrangements — Section
251(b)(5) 


          5.7.1
The Parties shall compensate each other for the transport and termination of
Local Traffic over the terminating carrier’s switch in accordance with Section
251(b)(5) of the Act at the rates provided in the Detailed Schedule of Itemized
Charges (Exhibit A hereto), as may be amended from time to time in accordance
with Exhibit A and Section 20.1 or, if not set forth therein, in the applicable
Tariff(s) of the terminating Party, as the case may be. These rates are to be
applied at the AT&T Broadband-IP for traffic delivered by Verizon, and at
the Verizon-IP for traffic delivered by AT&T Broadband. The Parties
acknowledge that pursuant to the Department’s Order in DTE 99-42/43, AT&T
Broadband is entitled to the tandem termination rate specified in Exhibit A for
the transport and termination of Local Traffic delivered by Verizon to any
AT&T Broadband switch that serves a geographic area comparable to the area
served by a Verizon Tandem Switch. The Parties further acknowledge that,
pursuant to the above-referenced Department Order and as of the Effective Date
of this Agreement, AT&T Broadband’s existing switches serve a geographic
area comparable to the area served by a Verizon Tandem Switch and that AT&T
Broadband is entitled to the tandem termination rate specified in Exhibit A for
Local Traffic terminating to its existing switches. However, subsequent to the
Effective Date, to the extent a AT&T Broadband switch does not serve a
geographic area comparable to the area served by a Verizon tandem switch, and
therefore does not qualify for the 


23






tandem
termination rate, the end office termination rate specified in Exhibit A shall
apply provided that Verizon delivers its terminating traffic directly to that
switch location. No additional charges shall apply for the termination of such
Local Traffic when such traffic is delivered by the other Party to the Verizon
IP that is applicable to the traffic being terminated or the AT&T
Broadband-IP that is applicable to the traffic being terminated, except as set
forth in Exhibit A. When such Local Traffic is terminated 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 or non-Local Traffic for purposes of Reciprocal Compensation shall be
based on the actual originating and terminating points of the complete
end-to-end communication. 


          5.7.2
Transport and termination of the following types of traffic shall not be
subject to the Reciprocal Compensation arrangements set forth in this Section
5.7, but instead shall be treated as described or referenced below: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Local
Traffic originating with a third party carrier and delivered by Verizon to
AT&T Broadband shall be treated as Tandem Transit Service under Section
7.2. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
For any
traffic originating with a third party carrier and delivered by AT&T
Broadband to Verizon, AT&T Broadband 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 AT&T Broadband. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
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 6.3. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
No
Reciprocal Compensation shall apply to Internet Traffic. Compensation, if
any, for Internet Traffic shall be governed by Section 5.7.3 below.


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
INTENTIONALLY
OMITTED 


	
 

	
 

	
 

	
 


	
 

	
 

	
(g)

	
IntraLATA
intrastate alternate-billed calls (e.g., collect, calling card, and
third-party billed calls originated or authorized by the Parties’ respective
Customers in Massachusetts shall be treated in accordance with the New York
State Access Pool. 




24









	
 

	
 

	
 

	
 


	
 

	
 

	
(h)

	
Any other
traffic not specifically addressed in this Section 5.7 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 traffic. 





          5.7.3
(a) If the amount of traffic Party A originates on its network and hands off to
Party B exceeds three times the amount of traffic that Party B originates on
its network and hands off to Party A (“3:1 ratio”), then (a) the amount of
traffic in excess of such 3:1 ratio shall be presumed to be Internet Traffic
and shall not be subject to Reciprocal Compensation unless a Party rebuts the
presumption that such traffic is Internet Traffic in an appropriate proceeding
before the Department and the Department determines that such excess traffic is
Local Traffic; and (b) traffic equal to or under the 3:1 ratio discussed above
shall be presumed to be Local Traffic and shall be subject to Reciprocal
Compensation unless a Party rebuts the presumption that such traffic is Local
Traffic in an appropriate proceeding before the Department and the Department
determines that such traffic is not Local Traffic. In addition to those audit
rights provided in Section 5.7.5 of the Agreement, either Party may conduct audits
on any portion or all of the other Party’s traffic for purposes of determining
whether the traffic handed off below the 3:1 ratio is Internet Traffic and
whether the traffic handed off above the 3:1 ratio is Local Traffic. 


          5.7.4
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. 


          5.7.5
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. 


          5.7.6
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 Massachusetts in accordance with
the New York State Access Pool. 


5.8 Municipal Calling Service


          The
Parties shall work cooperatively to facilitate each Party’s Municipal Calling
Service (“MCS”) obligations as required by the Department in NYNEX ILP, D.P.U.
96-106 (1997) and D.P.U./D.T.E. 96-106-A (1998) or in any other proceeding.
Such cooperation may include the sharing of ten-digit telephone numbers and toll
free municipal (“TFM”) codes on a mutually agreeable basis and working with
other industry participants to satisfactorily resolve MCS related measurement
and billing issues associated with implementation of IntraLATA presubscription.




25






6.0 TRANSMISSION AND ROUTING OF EXCHANGE
ACCESS TRAFFIC PURSUANT TO 251(c)(2) 




          6.1 Scope of Traffic


          Section
6.0 prescribes parameters for certain trunk groups (“Access Toll Connecting
Trunks”) to be established over the Interconnections specified in Section 4.0
for the transmission and routing of Exchange Access traffic between AT&T
Broadband’s Telephone Exchange Service Customers and Interexchange Carriers
(“IXC’s”). This includes casually dialed (10XXX and 101XXXX) traffic. 


          6.2 Access Toll Connecting Trunk Group Architecture


          6.2.1
If AT&T Broadband chooses to subtend a Verizon access tandem then AT&T
Broadband’s NPA/NXX must be assigned by AT&T Broadband to subtend the same
Verizon access tandem that a Verizon NPA/NXX serving the same Rate Center
subtends as identified in the LERG. 


          6.2.2
AT&T Broadband shall establish Access Toll Connecting Trunks pursuant to
applicable access Tariffs and any applicable Joint Grooming process established
pursuant to Section 10 of this Agreement by which it will provide
tandem-transported Switched Exchange Access Services to Interexchange Carriers
to enable such Interexchange Carriers to originate and terminate traffic to and
from AT&T Broadband’s Customers. 


          6.2.3
Access Toll Connecting Trunks shall be used solely for the transmission and
routing of Exchange Access to allow AT&T Broadband’s Customers to connect
to or be connected to the interexchange trunks of any Interexchange Carrier
which is connected to a Verizon Tandem. If AT&T Broadband collocates at a
Verizon access tandem, applicable Tariff rates and charges shall apply for
transport and switching. 


          6.2.4
The Access Toll Connecting Trunks shall be two-way trunks. Such trunks shall
connect the End Office or Tandem Switch AT&T Broadband utilizes to provide
Telephone Exchange Service and Switched Exchange Access to its customers in a
given LATA to the Tandem(s) Verizon utilizes to provide Exchange Access in such
LATA. 


          6.3 Meet-Point Billing Arrangements


          6.3.1
AT&T Broadband and Verizon will establish Meet-Point Billing (“MPB”)
arrangements in order to provide a common transport option to Switched Access
Services Customers via a 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 Switched Access Service Tariffs.
The arrangements described in this Section 6 are intended to be used to provide
Switched Exchange Access Service that originates and/or terminates with a
Telephone Exchange Service Customer of either Party that is provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
Verizon. At Verizon’s sole option, AT&T Broadband shall provide a
Meet-Point Billing Arrangement for Switched Exchange Access Service jointly
provided by the Parties to a Telephone Exchange Service Customer of 


26





 either
Party routed through a Tandem Switch that is provided by AT&T Broadband
subject to the same terms and conditions noted herein. 


          6.3.2
In each LATA, the Parties shall establish MPB arrangements between the
applicable Rating Point/Verizon Serving Wire Center combinations. 


          6.3.3
Interconnection for the MPB arrangement shall occur at the Verizon access
tandems in the LATA, unless otherwise agreed to by the Parties. 


          6.3.4
AT&T Broadband 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. 


          6.3.5
In general, there are four alternative Meet-Point Billing arrangements
possible, which are: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
“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. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
“Single
Bill/Multiple Tariff” in which one bill is rendered to an Interexchange
Carrier from all LECs who are jointly providing Switched Exchange Access
Service. A single bill consists of all rate elements applicable to access
services billed on one statement of charges under one bill account number
using each LEC’s appropriate access Tariffs. The bill could be rendered by,
or on behalf of, any of the Local Exchange Carriers involved in the provision
of service. 





          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, each Party may use the New York State Access Pool on its
behalf to implement Single Bill/Multiple Tariff or Single Bill/Single Tariff
option, as appropriate, in order to bill an IXC for the portion of the jointly
provided telecommunications service provided by each Party. 


27





          6.3.6
The rate elements to be billed by each Party are as set forth in the Party’s
applicable Tariffs. The actual rate values for each Party’s affected 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 Rating Point/Verizon Serving Wire Center combination shall
be calculated in accordance with the formula set forth in Section 6.3.15. 


          6.3.7
Each Party shall provide the other Party with the billing name, billing
address, Carrier Identification Code (“CIC”) of the IXC, and identification of
the IXC’s Serving Wire Center in order to comply with the MPB notification
process as outlined in the MECAB document via facsimile or such other media as
the Parties may agree to. 


          6.3.8
Verizon shall provide AT&T Broadband with the Switched Access Detail Usage
Data (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. 


          6.3.9
AT&T Broadband shall provide Verizon with the Switched Access Summary Usage
Data (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. 


          6.3.10
All usage data to be provided pursuant to Sections 6.3.8 and 6.3.9 shall be
sent to the following addresses: 


	
 

	
 

	
 


	
 

	
To AT&T
Broadband

	
Paul
Corradino 


	
 

	
 

	
2925
Courtyards Drive 


	
 

	
 

	
Norcross, GA
30071 


	
 

	
 

	
770-559-2492



	
 

	
 

	
 


	
 

	
To Verizon:

	
New York
State Access Pool


	
 

	
 

	
C/O ACM,
Inc.


	
 

	
 

	
120 Erie
Road


	
 

	
 

	
Schenectady,
N.Y. 12305


	
 

	
 

	
Attn: Mark
Ferri





Either Party
may change its address for receiving usage data by notifying the other Party in
writing pursuant to Section 28.10. 


          6.3.11
Each Party shall coordinate and exchange the billing account reference (“BAR”)
and billing account cross reference (“BACR”) numbers or Operating Company
Number (“OCN”), as 


28





appropriate,
for the MPB Service. Each Party shall notify the other if the level of billing
or other BAR/BACR elements change, resulting in a new BAR/BACR number, or if
the OCN changes. 


          6.3.12
Each Party agrees to provide the other Party with notification of any errors it
discovers within 30 calendar days of the receipt of the original data. In the
event of a loss of data, 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. 


          6.3.13
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 confidentiality protection
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. 


          6.3.14
Nothing contained in this Section 6.3 shall create any liability for damages,
losses, claims, costs, injuries, expenses or other liabilities whatsoever on
the part of either Party (other than as may be set forth in MECAB or in any
applicable Tariff, subject to the limitations on liability set forth in this
Agreement). 


          6.3.15
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 likewise designated for such traffic in the
future. In the event AT&T Broadband determines to offer Telephone Exchange
Services in another LATA in Massachusetts in which Verizon operates a Tandem
Switch, Verizon shall permit and enable AT&T Broadband to subtend the Verizon
Tandem Switch(es) designated for the Verizon End Offices in the area where the
AT&T Broadband Rating Point(s) associated with the NPA-NXX(s) to/from which
the Switched Exchange Access Services are homed. The MPB billing percentages
for each new Routing Point/Verizon Serving Wire Center combination shall be
calculated according to the following formula: 


	
 

	
 

	
 


	
 

	
To Verizon:

	
 


	
 

	
 

	
 


	
 

	
 

	
a / (a + b)
= AT&T Broadband Billing Percentage and


	
 

	
 

	
 


	
 

	
 

	
b / (a + b)
= Verizon Billing Percentage








	
 

	
 

	
 

	
 


	
 

	
 

	
          where: 


	
 

	
 

	
 

	
 


	
 

	
 

	
          a
= the airline mileage between the 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. 




29





          6.3.16
AT&T Broadband shall inform Verizon of the LATA in which it intends to
offer Telephone Exchange Services and its calculation of the billing
percentages, which should apply for such arrangement, as part of the notice
required by Section 4.5.1. Within ten (10) business days of AT&T
Broadband’s delivery of notice to Verizon, Verizon and AT&T Broadband shall
confirm the new Routing Point/Verizon Serving Wire Center combination and
billing percentages. 


7.0 TRANSPORT AND TERMINATION OF OTHER TYPES
OF TRAFFIC 


          7.1 Information Services Traffic 


          The
following provisions shall apply only to AT&T Broadband-originated
Information Services Traffic directed to an information services platform
connected to Verizon’s network. At such time as AT&T Broadband connects
information services platforms to its network, the Parties shall agree upon a
comparable arrangement for Verizon originated Information Services Traffic. The
Information Services Traffic subject to the following provisions is switched
voice traffic, delivered to information service providers who offer recorded
announcement information or open discussion information programs to the general
public. Information Services Traffic does not include Internet traffic. 


          7.1.1
AT&T Broadband shall have the option to route Information Services Traffic
that originates on its own network to the appropriate information services
platform(s) connected to Verizon’s network. In the event AT&T Broadband exercises
such option, AT&T Broadband will establish a dedicated trunk group to the
Verizon information services serving switch. This trunk group will be utilized
to allow AT&T Broadband to route Information Service Traffic originated on
its network to Verizon. 


          7.1.2
Nothing in this Agreement shall affect either Party’s rights or obligations, if
any, under Applicable Law, to offer to its Telephone Exchange Service Customers
the ability to block the completion of Information Service Traffic. 


          7.1.3
For calls to variable rated information services (e.g., NXX 550, 540, 976, 970,
940 as applicable), AT&T Broadband shall bill and collect information
services provider charges from its Customers. The Parties shall exchange call
detail information and handle adjustments, according to the terms selected by
AT&T Broadband contained in Schedule 7.1.3. Verizon shall charge AT&T
Broadband customer usage detail rates as specified in Exhibit A. Prior to
establishing interconnection for Information Services Traffic, AT&T
Broadband may be required to complete acceptance testing of its billing
arrangement with Verizon. 


          7.1.4
If under Schedule 7.1.3, Verizon agrees to accept adjustments from AT&T
Broadband for calls originated by AT&T Broadband Customers to information
services platform(s) connected to Verizon’s network, AT&T Broadband shall
follow the same policy in allowing adjustments to its Customers as Verizon
follows with its own Customers. AT&T Broadband shall provide to Verizon
sufficient information regarding uncollectibles and Customer adjustments to
allow Verizon to pass through the adjustments to the information services
provider, and Verizon shall pass through such 


30





adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, AT&T Broadband shall reimburse Verizon
for all such disputed adjustments. Final resolution regarding all disputed
adjustments shall be solely between AT&T Broadband and the information
services provider. 


          7.1.5
The Information Services Traffic addressed herein does not include 555 traffic
or similar traffic with AIN service interfaces, which traffic shall be subject
to separate arrangements between the Parties. 


          7.1.6
Unless AT&T Broadband chooses one of two separate billing arrangements, as
set forth in Schedule 7.1.3, Information Services Traffic originating from
AT&T Broadband’s Customers will be blocked. 


          7.2 Tandem Transit Traffic Service (“Transit Service”)



                    7.2.1
Transit Service provides AT&T Broadband with the transport of Tandem
Transit Traffic as provided below. Neither the originating nor terminating
Customer is a Customer of Verizon. 


                    7.2.2
Transit Traffic may be routed over the Traffic Exchange Trunks described in
Sections 4 and 5. AT&T Broadband shall deliver each originating Transit
Traffic call to Verizon with CCS and the appropriate Transactional Capabilities
Application Part (“TCAP”) message to facilitate full interoperability of those
CLASS Features supported by Verizon and billing functions. Verizon shall
deliver each Transit Traffic call terminated to AT&T Broadband with CCS and
the appropriate TCAP message to facilitate full interoperability of CLASS
Features and billing functions, provided that the originating carrier delivers
such Transit Traffic calls to Verizon with CCS and the appropriate TCAP message
to facilitate full interoperability of CLASS Features and billing functions. In
all cases, each Party shall follow the Exchange Message Interface (“EMI”)
standard and exchange records between the Parties 


                    7.2.3
If, at any time after six months from the Effective Date of this Agreement, the
volume of Tandem Transit traffic exchanged between AT&T Broadband and an
individual CLEC, ITC, CMRS carrier or other LEC exceeds a monthly average
greater than three DS1 level volumes of calls for a period of three consecutive
months (the “Threshold Traffic Level”), AT&T Broadband shall commence
planning the construction of direct End Office trunks, including the
negotiation of a reciprocal Telephone Exchange Service traffic arrangement with
each CLEC, ITC, CMRS carrier or other LEC with whom its exchange of Tandem
Transit traffic exceeds the Threshold Traffic level. AT&T Broadband must
implement such reciprocal Telephone Exchange Service traffic arrangement within
six (6) months of reaching the Threshold Traffic Level. Starting with the
effective date of a reciprocal Telephone Exchange Service traffic arrangement between
AT&T Broadband and such other CLEC, ITC, CMRS carrier or other LEC,
AT&T Broadband will have 60 days to establish direct trunking with that
CLEC, ITC, CMRS carrier or other LEC. Upon the expiration of such 60 day
period, or, if AT&T Broadband fails to implement the reciprocal Telephone
Exchange Service traffic arrangement 


31





required under
this Section 7.2.3 within six (6) months of reaching the Threshold Traffic
Level, Verizon may, upon written notice to AT&T Broadband, terminate Tandem
Transit Service between AT&T Broadband and the applicable CLEC, ITC, CMRS
carrier or other LEC. 


                    7.2.4
Verizon shall provide AT&T Broadband with information to identify the
carriers with which it exchanges traffic (“Transit Traffic Exchange Information”).
Such information shall include the name or ACNA of each carrier with a summary
of minutes of use terminated to such carriers and applicable charges. Upon
receipt of the initial Transit Traffic exchange information provided by Verizon
to AT&T Broadband regarding AT&T Broadband and a given CLEC, ITC, CMRS
carrier or other LEC, AT&T Broadband shall make commercially reasonable
efforts to enter into a reciprocal Telephone Exchange Service traffic
arrangement (by agreement or via mutual Tariffs) with such CLEC, ITC, CMRS
carrier or other LEC to which it terminates Telephone Exchange Service traffic
that transits Verizon’s Tandem Office. Notwithstanding any other provision of
this Section 7.2, if AT&T Broadband does not enter into such reciprocal Telephone
Exchange Service traffic arrangement with the relevant third party carrier
within 180 days of the receipt of the initial Transit Traffic exchange
information, then AT&T Broadband shall pay the Incentive Rate specified in
Exhibit A. Verizon shall update the Transit Traffic exchange information every
month. that will identify additional third party carriers, if applicable.
Whenever new carriers not originally included in the initial Transit Traffic
exchange information are included in these updates, the 180 day time frame from
which AT&T Broadband must negotiate a reciprocal Telephone Exchange Service
Traffic arrangement with these new carriers, in order to avoid the Incentive
Rate, will commence upon receipt by AT&T Broadband of the new carrier information.



                    7.2.5
AT&T Broadband shall pay Verizon for Transit Service that AT&T
Broadband originates at the rate specified in Exhibit A, plus any additional
actual charges or costs the terminating CLEC, ITC, 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. 


                    7.2.6
If or when a third party carrier’s Central Office subtends a AT&T Broadband
Central Office, then AT&T Broadband shall offer to Verizon a service
arrangement equivalent or the same as Transit Service provided by Verizon to
AT&T Broadband as defined in this Section 7.2 such that Verizon may
terminate calls to a Central Office of another CLEC, ITC, CMRS carrier, or
other LEC, that subtends a AT&T Broadband Central Office (“Reciprocal
Transit Service”). AT&T Broadband shall offer such Reciprocal Transit
Service arrangements, under terms and conditions no less favorable than those
provided in this Section 7.2. 


                    7.2.7
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. 


32





          7.3 911/E911 Arrangements 


          7.3.1
AT&T Broadband will interconnect to the Verizon 911/E911 selective router
or 911 Tandem Offices, as appropriate, that serve the areas in which AT&T
Broadband provides exchange services, for the provision of 911/E911 services
and for access to all sub-tending Public Safety Answering Points (“PSAP”).
Verizon will provide AT&T Broadband with the appropriate CLLI code
specifications of the tandem serving area. 


          7.3.2
Path and route diverse Interconnections for 911/E911 shall be made at the
AT&T Broadband-IP, the Verizon-IP, or other points as necessary and
mutually agreed, and as required by law or regulation. 


          7.3.3
To the extent authorized by the relevant federal, state, and local authorities,
Verizon will provide AT&T Broadband, or at AT&T Broadband’s written
request, its agent with the following at no charge: 


	
 

	
 

	
 


	
 

	
 

	
          (a) a file on diskette or other mutually
agreed upon medium containing the Master Street Address Guide (“MSAG”) for
each county within the LATA(s) specified in this Agreement, which MSAG shall
be updated no more frequently than monthly and a complete copy of which shall
be made available when published by the PSAP;


	
 

	
 

	
 


	
 

	
 

	
          (b)
a list of the address, CLLI code, and an associated NXX of each 911/E911
Tandem office(s) in the area in which AT&T Broadband plans to offer
Telephone Exchange Service;


	
 

	
 

	
 


	
 

	
 

	
          (c)
the name and telephone number of the Massachusetts Emergency 911/E911 Board
executive director; 


	
 

	
 

	
 


	
 

	
 

	
          (d)
the names of Verizon product management personnel who currently have
responsibility for 911 requirements; 


	
 

	
 

	
 


	
 

	
 

	
          (e)
any special 911 trunking requirements for each 911/E911 Tandem; 


	
 

	
 

	
 


	
 

	
 

	
          (f)
access to an electronic interface through which AT&T Broadband shall
input and provide a daily update of 911/E911 database information related to
appropriate AT&T Broadband Customers. Any 911-related data exchanged
electronically shall conform to the National Emergency Number Association standards;



	
 

	
 

	
 


	
 

	
 

	
          (g)
a confirmation of the number of “good” and “erred” records and identification
of the “erred” records shall be returned to AT&T Broadband within
twenty-four (24) hours of receipt by Verizon; 


	
 

	
 

	
 


	
 

	
 

	
          (h)
return of any AT&T Broadband E911 data entry files containing errors, so
that AT&T Broadband may ensure the accuracy of the Customer records; and 




33









	
 

	
 

	
 


	
 

	
 

	
          (i)
a Design Layout Record (“DLR”) of a 911 (CAMA) trunk, if applicable 





          7.3.4
Verizon and AT&T Broadband will work to facilitate the prompt, robust,
reliable and efficient Interconnection of AT&T Broadband systems to the
911/E911 platforms. 


          7.3.5
Verizon and AT&T Broadband will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements. 


          7.3.6
Verizon and AT&T Broadband agree to supply and use the three-letter Access
Carrier Name Abbreviation (“ACNA”) as the carrier identifier. 


          7.3.7
AT&T Broadband will compensate Verizon for the connections to its 911/E-911
and funding for E911 and TDD/TYY Message Relay Services as set forth in Exhibit
A. Until such time as the Department provides otherwise, the following terms
and conditions set forth in 7.3.8 below apply when AT&T Broadband provides
local exchange services (i) from its own switch; (ii) through the provision of
unbundled Verizon line ports; or (iii) as a reseller, and AT&T Broadband
does not use Verizon to provide directory assistance. 


          7.3.8
Unless otherwise required by the Department, within ninety (90) days after the
Department approves or adopts a different rate or rate structure for funding
E-911 and the TDD/TTY Message Relay service then stated in this Agreement (“New
E-911 Date”), (i) if the aggregate amounts paid by AT&T Broadband for such
funding under this Agreement during the period prior to the New E911 Date shall
exceed the amount which would have been payable by AT&T Broadband if the
New E911 rate had been applicable during such period, then Verizon shall refund
to AT&T Broadband such excess; or (ii) of the aggregate amounts paid by
AT&T Broadband for such funding under this Agreement during such period
shall be less than the amount which would have been payable by AT&T
Broadband if the New E-911 rate had been applicable during such period, then
AT&T Broadband shall pay such deficiency to Verizon.


          7.3.9
The Parties will comply with all applicable rules and regulations pertaining to
the provision of 911/E911 services in the Massachusetts. 


8.0 NUMBER RESOURCES, RATE CENTERS AND RATING
POINTS 


          8.1
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 (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
Verizon shall provide AT&T 


34





Broadband
access to telephone numbers by assigning NXX codes to AT&T Broadband in
accordance with such Assignment Guidelines. 


          8.2
It shall be the responsibility of each Party to program and update its own
switches and network systems in accordance with the Local Exchange Routing
Guide (“LERG”) in order to recognize and route traffic to the other Party’s
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set
forth in this Agreement. Each Party shall use commercially reasonable efforts
to validate and, where appropriate, promptly correct errors in the LERG after
written notification of such errors by the other Party. 


          8.3
Unless otherwise required by Department order, the Rate Center Areas will be
the same for each Party. During the term of this Agreement, AT&T Broadband
shall adopt the Rate Center Areas and Rate Center Points that the Department
has approved for Verizon, in all areas where Verizon and AT&T Broadband
service areas overlap, and AT&T Broadband shall assign whole NPA-NXX codes
to each Rate Center Area unless, (a) the LEC industry adopts alternative
methods of utilizing NXXs in the manner adopted by the NANP; or (b) alternative
methods of utilizing NXXs are mandated by the FCC; or (c) if and when properly
authorized by the FCC to do so, alternative methods of utilizing NXXs are
mandated by the Department. At such time as the FCC or Department (if and when
properly authorized by the FCC) mandates alternative methods of utilizing NXXs,
the Parties shall negotiate applicable terms and conditions to meet such requirements.


          8.4
AT&T Broadband will also designate a Rating Point for each assigned NXX
code. AT&T
Broadband shall designate one location for each Rate Center Area as the Rating
Point for the NPA-NXXs associated with that Area, and such Rating Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself. 


          8.5
Notwithstanding anything to the contrary contained herein, nothing in this
Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain AT&T Broadband’s choices regarding the size of
the local calling area(s) that AT&T Broadband may establish for its
Customers, which local calling areas may be larger than, smaller than, or
identical to, Verizon’s local calling areas. 


9.0 NETWORK MAINTENANCE AND MANAGEMENT;
OUTAGES 


          9.1 Cooperation 


          The
Parties will work cooperatively to install and maintain a reliable network.
AT&T Broadband and Verizon will exchange appropriate information (e.g.,
maintenance contact numbers, escalation procedures, network information,
information required to comply with law enforcement and other security agencies
of the Government) to achieve this desired reliability. In addition, the
Parties will work cooperatively to apply sound network management principles to
alleviate or to prevent congestion and to minimize fraud associated with third
number billed calls, calling card calls, and any other services related to this
Agreement. 


35





          9.2 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 or any facilities of the other
Party or any third parties connected with or involved directly in the network
of the other. 


          9.3 Repeated or Willful Interference or Impairment 


          If
Party A reasonably determines that the characteristics, facility, service or
methods of operation used by Party B will or are likely to interfere with or
impair Party A’s provision of services, Party A may interrupt or temporarily
suspend any service or facilities provided to Party B that gives rise to or is
likely to give rise to the interference or impairment, subject, however, to the
following 


                    9.3.1
Except in emergency situations, Party A shall have given Party B 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, 


                    9.3.2
Upon correction of the interference or impairment, Party A will promptly
restore the temporarily suspended service or facility. During such period of
suspension or interruption, there will be no compensation or credit allowance
by Party A to Party B. 


          9.4 Outage Repair Standard


          In
the event of an outage or trouble in any arrangement, facility, or service
being provided by a Party hereunder, the providing Party will follow Verizon
standard procedures for isolating and clearing the outage or trouble. AT&T
Broadband and Verizon may agree to modify those procedures from time to time
based on their experience with comparable Interconnection arrangements with
other carriers. 


          9.5 Notice of Changes — Section 251(c)(5) 


          If
a Party makes a change in the information necessary for the transmission and
routing of services using that Party’s network, or any other change in its
network which it believes will materially affect the interoperability of its
network with the other Party’s network, the Party making the change shall
either provide or publish, as applicable, notice at least ninety (90) days in
advance of such change and shall identify the change. Verizon shall use
reasonable efforts to publish notice of changes at least one hundred eighty
(180) days in advance of such change where practicable, provided, however, that
if an earlier publication is required by the FCC’s or Department’s rules,
including, e.g., the Network Disclosure rules set forth in the FCC Regulations,
the Parties subject to such rules shall comply with such rules. 


36






10.0 JOINT NETWORK IMPLEMENTATION AND GROOMING PROCESS; AND
INSTALLATION, MAINTENANCE, TESTING AND REPAIR. 


          10.1
Joint Network Implementation and Grooming Process 


The Parties’ Joint Grooming
Process/Plan existing as of the Effective Date of this Agreement (“Existing
Joint Plan”) shall remain in effect, to the extent that it does not conflict
with any provisions of this Agreement. The Existing Joint Plan can be updated
as the Parties agree is necessary, and replaced when a new process/plan is developed.
Changes to the Existing Joint Plan shall be mutually agreed to by the Parties.
In the event of a conflict between any Joint Grooming Plan and this Agreement,
this Agreement shall control. 


The Joint Grooming Plan may
define and detail, inter alia, 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 agreement on physical
 architecture consistent with the guidelines defined in Section 4.0; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 standards to ensure that
 Traffic Exchange 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. Trunks
 provided by either Party for Interconnection services will be engineered
 using a design blocking objective of B.01 (Blocking Level B.01 –
 high-day-network-busy-hour blocking standard as defined in Telcordia’s
 special report- (Telcordia –SR TAP000191)); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 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; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d) 

 	
 disaster recovery
 provision escalations;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 additional technically
 feasible IP(s) in a LATA as provided in Section 4.0 above; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 a migration plan and
 implementation dates; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 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. 

 



Nothing in this Section 10.1
shall affect either Party’s obligations to meet the milestone dates set forth
in Schedule 4.1 hereof 


37





          10.2
Installation, Maintenance, Testing and Repair 


Unless otherwise agreed to
by the Parties, Interconnection shall be equal in quality to that provided by
Verizon to itself or any subsidiary, affiliate, or third party. For purposes of
this Agreement, “equal in quality” means the same or equivalent interface
specifications, provisioning, installation, maintenance, testing, and repair
intervals for the same or equivalent services under like Interconnection
circumstances. If either Party is unable to fulfill its obligations under this
Section 10.2, it shall notify the other Party of its inability to do so and will
negotiate alternative intervals in good faith. The Parties agree that the
standards to be used by each Party for isolating and clearing any
disconnections and/or other outages or troubles shall be no less favorable than
those applicable to comparable arrangements, facilities, or services being
provided by such party to any other carrier whose network is connected to that
of the providing Party. The installation, maintenance, and repair intervals as
defined in Section 26 of this Agreement shall be utilized by the Parties.


          10.3
Trunk Provisioning 


          10.3.1
Orders between the Parties to establish, add, change, or disconnect trunks
shall be processed by use of an Access Service Request (“ASR”). 


          10.3.2
Each Party shall manage the capacity of its respective Local Interconnection
Trunk Groups. Either Party may send the other an ASR to initiate changes to the
Local Interconnection Trunk Groups that the ordering Party desires based on the
ordering Party’s capacity assessment. The receiving Party shall issue a Firm
Order Commitment (“FOC”) and a Design Layout Record (“DLR”). 


          10.3.3
Orders that comprise a major project (i.e., new switch deployment) shall be
submitted in a timely fashion, and the implementation of such orders shall be
jointly planned and coordinated. 


          10.3.4
If a Party requires trunk provisioning within shorter time intervals than those
provided for in this Agreement and such trunk provisioning was forecasted by
the Party, such Party may designate its ASR as an “Expedite” and the other
Party shall use reasonable commercial efforts to comply with such request where
facilities are available. Additional charges may apply for expediting such
requests as set forth in Exhibit A. Where facilities are not available, the
Parties shall consider ASRs on a case-by-case basis. 


          10.3.5
Each Party shall be responsible for the engineering, installation, and
maintenance on its network. 


          10.3.6
Both Parties shall adhere to standards for the ordering of interconnection
trunking as recommended by the Ordering and Billing Forum (“OBF”), except as
otherwise provided in the Verizon CLEC Handbook. 


          10.4
Forecasting Requirements for Trunk Provisioning 


          Within
one hundred twenty (120) days of executing this Agreement, AT&T Broadband
shall provide Verizon a two (2) year traffic forecast. This initial forecast
will provide the amount of traffic to 


38





be delivered to Verizon over
each of the Traffic Exchange 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 quarterly. All forecasts shall comply with the Verizon
CLEC Interconnection Trunking Forecast Guide and shall include, at a minimum,
Access Carrier Terminal Location (“ACTL”), traffic type (Local Traffic/Toll
Traffic, Operator Services, 911, etc.), code (identifies trunk group), A
location/Z location (CLLI codes for AT&T Broadband-IPs and Verizon-IPs),
interface type (e.g., DS1), and trunks in service each year (cumulative). 


                    10.4.1
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
AT&T Broadband decides to market its services, Verizon will be largely
dependent on AT&T Broadband to provide accurate trunk forecasts for both
inbound (from Verizon) and outbound (from AT&T Broadband) traffic. Verizon
will, as an initial matter and upon request, provide the same number of trunks
to terminate Local Traffic to AT&T Broadband as AT&T Broadband provides
to terminate Local Traffic to Verizon, unless AT&T Broadband expressly
identifies particular situations that are expected to produce traffic that is
substantially skewed in either the inbound or outbound direction, in which case
Verizon will provide the number of trunks AT&T Broadband suggests;
provided, however, that in all cases Verizon’s provision of the forecasted number
of trunks to AT&T Broadband is conditioned on the following: that such
forecast is based on reasonable engineering criteria, , and updated quarterly.
If Verizon demonstrates to the Department that AT&T Broadband’s forecasts
are substantially inaccurate over a sustained period of time, Verizon may
petition the Department for relief from providing trunks forecasted by AT&T
Broadband. 


                    10.4.2
Monitoring and Adjusting Forecasts Verizon will, for one hundred eighty
(180) days, monitor traffic on each trunk group that it establishes at AT&T
Broadband’s suggestion or request pursuant to the procedures identified in
Section 10.4.1. At the end of such one hundred eighty (180) day period, after
reasonable notice and an opportunity for discussion between the Parties,
Verizon may disconnect trunks that, based on reasonable engineering criteria
and capacity constraints, are not warranted by the actual traffic volume
experienced, unless AT&T Broadband has substantiated the need for
maintaining the underutilized trunk groups. If, after such initial one hundred
eighty (180) day period for a trunk group, Verizon determines that any trunks
in the trunk group in excess of four (4) DS-1s are not warranted by actual
traffic volumes (considering engineering criteria for busy hour CCS and
blocking percentages), then Verizon may hold AT&T Broadband financially
responsible for the excess facilities. In subsequent periods, Verizon may also
monitor traffic for one hundred eighty (180) days on additional trunk groups that
AT&T Broadband suggests or requests Verizon to establish. If, after any
such one hundred eighty (180) days 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 AT&T Broadband financially responsible for the excess facilities.
At any time during the relevant one hundred eighty (180) day period, AT&T
Broadband may request that Verizon disconnect trunks to meet a revised
forecast. In such instances, Verizon may hold AT&T Broadband financially
responsible for the disconnected trunks retroactive to the start of the one
hundred eighty (180) days period through the date such trunks are disconnected.



39





                    10.4.3
Reciprocal Responsibility To the extent that Verizon requires AT&T
Broadband to install trunks for delivery of traffic to Verizon, AT&T
Broadband may apply the same procedures with respect to Verizon’s trunking
requirements. 


                    10.5
Demand Management Forecasts 


          10.5.1
AT&T Broadband will furnish Verizon with good faith demand management
forecasts including but not limited to: Unbundled Network Elements,
Interconnection and Resale products. Such forecasts will describe AT&T
Broadband’s expected needs for service volumes, and timeframes for service
deployment, by Wire Center. AT&T Broadband agrees to provide such forecasts
to Verizon thirty (30) days following the Effective Date, with updates to follow
every six months thereafter. Verizon agrees that such forecasts shall be
subject to the confidentiality provisions defined in Section 28.4, and that
such information will only be used by Verizon to provide Interconnection
pursuant to this Agreement. 


11.0 UNBUNDLED ACCESS 


Subject to the conditions
set forth in Section 11.7, Verizon shall offer to AT&T Broadband
nondiscriminatory access to Network Elements as set forth below on an unbundled
basis at any technically feasible point pursuant to, and in accordance with the
terms and provisions of, this Agreement only to the extent provision of such
Network Element is required by Applicable Law. 


          11.1
Verizon’s Provision of Network Elements 


          Subject
to the conditions set forth in Section 11.7, Verizon shall provide AT&T
Broadband access to the following: 


                    11.1.1
Local Loops, as set forth in Section 11.2; 


                    11.1.2
The Network Interface Device, as set forth in Section 11.3 


                    11.1.3
Switching Capability, as set forth in Section 11.4; 


                    11.1.4
Interoffice Transmission Facilities, as set forth in Section 11.5; 


                    11.1.5
Signaling Links and Call-Related Databases, as set forth in Section 5.4 and
Section 17; 


                    11.1.6
Operations Support Systems, as set forth in Section 11.6; 


                    11.1.7
INTENTIONALLY OMITTED 


                    11.1.8
other Network Elements in accordance with Section 11.8 below. 


40





          11.2
Loop Transmission Types 


          Subject
to the conditions set forth in Section 11.7, Verizon shall allow AT&T
Broadband to access the following Unbundled Local Loop (“ULL”) types unbundled
from local switching and local transport in accordance with the terms and
conditions set forth in this Section 11.2 until such time as Verizon’s D.T.E.
Mass No. 17 Tariff (or any successor Tariff) setting forth the terms and
conditions for the provision of unbundled Network Elements becomes effective.
Upon the effective date of such Tariff, Sections 11.2.1 through 11.2.9 and
11.10 of this Agreement shall be superseded and replaced by Verizon’s D.T.E.
Mass No. 17 Tariff (or any successor Tariff) Part A-Sections 1.2, 1.3, 1.4,
1.5, 3.2.1-3.2.3, 3.2.6-3.2.7, 3.3, 4.1.1-4.1.2, 4.1.8-4.1.10, 4.2.3, 4.4.2,
5.1, Part B-Section 5 and Part M-Sections 1.3-1.4, 2.5, as filed on April 2,
1999 and as may be amended from time to time including all changes,
modifications, revisions and additions related to the provision of ULLs
required by the Department.


                    11.2.1
“2-Wire Analog Voice Grade ULL” or “Analog 2W” which support analog
transmission of 300-3000 Hz, repeat link start, link reverse battery, or ground
start seizure and disconnect in one direction (toward the End Office Switch),
and repeat ringing in the other direction (toward the Customer). Analog 2W
include Loops sufficient for the provision of PBX trunks, pay telephone lines
and electronic key system lines. 


                    11.2.2
“4-Wire Analog Voice Grade ULL” or “Analog 4W” which support transmission of
voice grade signals using separate transmit and receive paths and terminate in
a 4-wire electrical interface. 


                    11.2.3
“2-Wire ISDN Digital Grade ULL” or “BRI ISDN” (Premium Link) which support digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data channel. BRI
ISDN is a 2B+D Basic Rate Interface-Integrated Services Digital Network
(BRI-ISDN) Loop which will meet national ISDN standards and conform to ANSI
T1.601-1998. 


                    11.2.4
2-Wire ADSL-Compatible ULL or ADSL 2W is a 2-wire, non-loaded, twisted copper
pair that meets revised resistance design or carrier serving area design
guidelines. The upstream and downstream ADSL power spectral density masks and
dc line power limits in Verizon TR 72575, Issue 2 must be met. ADSL-compatible
local loops are subject to availability. 


                    11.2.5
2-Wire HDSL-Compatible ULL or HDSL 2W consists of a single 2-wire, non-loaded,
twisted copper pair that meets the carrier serving area design criteria. The
HDSL power spectral density mask and dc line power limits referenced in Verizon
TR 72575, Issue 2 must be met. 2-Wire HDSL-compatible local loops are subject
to availability. 


                    11.2.6
4-Wire HDSL-Compatible ULL or HDSL 4W consists of two 2-wire, non-loaded,
twisted copper pairs that meet the carrier serving area design criteria. The
HDSL power 


41





spectral density mask and dc
line power limits referenced in Verizon TR 72575, Issue 2 must be met. 4-Wire
HDSL-compatible local loops are subject to availability. 


                    11.2.7
“4-Wire DS-1-compatible ULL” (Digital Grade Loop) provides a channel which
provides 1.544 Mbps digital transmission path between a Customer premises and a
AT&T Broadband Collocation node at a Verizon central office, and is capable
of operating in a full duplex, time division (digital) multiplexing mode. A
DS-1 Digital Grade Loop provides transmission capacity equivalent to 24 voice
grade channels with associated signaling, twenty-four 56 Kbps digital channels
when in band signaling is provided or twenty-four 64 Kbps channels with the
selection of the Clear Channel signaling option. 


                    11.2.8
Verizon will make Analog 2-Wire ULLs, BRI ISDN ULLs, Analog 4-Wire ULLs and
4-Wire DS-1-compatible ULLs available for purchase by AT&T Broadband at any
time after the Effective Date. 


                    11.2.9
Verizon will make HDSL 4-Wire, HDSL 2-Wire, and ADSL 2-Wire ULLs available to
AT&T Broadband no later than the date on which it makes such ULLs
commercially available to any other Telecommunications Carrier in New York
State. The Parties shall amend Exhibit A to add the appropriate rates and
charges. 


          11.3
Network Interface Device 


          11.3.1
Notwithstanding anything to the contrary set forth in Section 11.1 but subject
to the conditions set forth in Sections 11.7.1, 11.7.2, 11.7.3, and 11.7.7, and
at the request of AT&T Broadband, Verizon shall permit AT&T Broadband
to connect AT&T Broadband’s Loop to the Inside Wiring of a Customer’s
premises through the purchase and use of Verizon’s NID in the manner set forth
in this Section 11.3 and at the charges set forth in Exhibit A. AT&T
Broadband must establish the connection to Verizon’s NID through an adjoining
network interface device deployed by AT&T Broadband. The Customer shall be
responsible for resolving any conflicts between service providers for access to
Customer’s premises and Inside Wire. 


          11.3.2
In no case shall AT&T Broadband access, remove, disconnect or in any other
way rearrange Verizon’s loop facilities from Verizon’s NIDs, enclosures, or
protectors. 


          11.3.3
In no case shall AT&T Broadband access, remove, disconnect or in any other
way rearrange a customer’s Inside Wire from Verizon’s NIDs, enclosures, or
protectors where such customer Inside Wire is used in the provision of ongoing
Telecommunication Service to that Customer. 


          11.3.4
In no case shall AT&T Broadband remove or disconnect ground wires from
Verizon’s NIDs, enclosures, or protectors. 


          11.3.5
In no case shall AT&T Broadband remove or disconnect NID modules,
protectors, or terminals from Verizon’s NID enclosures. 


42





          11.3.6
Maintenance and control of premises wiring (Inside Wire) is the responsibility
of the Customer. Any conflicts between service providers for access to the
Customer’s Inside Wire must be resolved by the Customer. 


          11.3.7
When AT&T Broadband is not connecting a AT&T Broadband provided Loop to
the Inside Wiring of a Customer’s premises through Verizon’s NID, AT&T
Broadband does not need to submit a request to Verizon and Verizon shall not
charge AT&T Broadband for access to the Verizon NID. In such instances,
AT&T Broadband shall comply with the provisions of sections 11.7.2 through
11.7.6 and shall access the Customer’s Inside Wire in a manner set forth in
11.7.7.1 below. 


                              11.3.7.1
Due to the wide variety of NIDs utilized by Verizon (based on Customer size and
environmental considerations), AT&T Broadband may access the Customer’s
Inside Wire by any of the following means: 


	
  

 	
  

 
	
  

 	
 (a) Where an adequate
 length of Inside Wire is present and environmental conditions permit,
 requesting carrier (i.e., AT&T Broadband, its agent, the building owner,
 or the Customer) may remove the Inside Wire from Verizon’s NID and connect
 that wire to AT&T Broadband’s NID; 

 
	
  

 	
  

 
	
  

 	
 (b) Where an inadequate
 length of Inside Wire is present or environmental conditions do not permit,
 AT&T Broadband may enter the Customer access chamber or “side” of
 Verizon’s “dual chamber” NID enclosure for the purpose of removing the Inside
 Wire from the terminals of Verizon’s NID and connecting a connecterized or
 spliced jumper wire from a suitable “punch out” hole of such NID enclosure to
 the Inside Wire within the space of the Customer access chamber.. Such
 connection shall be electrically insulated and shall not make any contact
 with the connection points or terminals within the Customer access chamber;
 or 

 
	
  

 	
  

 
	
  

 	
 (c) Request Verizon to
 make other rearrangements to the Inside Wire terminations or terminal
 enclosure on a time and materials cost basis to be charged to the requesting
 party (i.e. AT&T Broadband, its agent, the building owner or the
 Customer), as set forth in Exhibit A. If AT&T Broadband accesses the
 Customer’s Inside Wire as described in this paragraph (c), time and materials
 charges will be billed to the requesting party (i.e. AT&T
 Broadband, its agent, the building owner or the Customer). 

 



          11.4
Unbundled Switching Elements 


          Subject
to the conditions set forth in Section 11.7, Verizon shall make available to
AT&T Broadband the local Switching Element and Tandem Switching Element
unbundled from transport, local loop transmission, or other services in
accordance with Applicable Law, at the rates, terms and 


43





conditions set forth in
Exhibit A until such time as Verizon’s D.T.E. Mass No. 17 Tariff (or any
successor Tariff) setting forth the terms and conditions of the provision of
unbundled Network Elements becomes effective. Upon the effective date of such
Tariff, Sections 11.4.1 through 11.4.2 and Section 11.10 of this Agreement
shall be superseded and replaced by Verizon’s D.T.E. Mass No. 17 Tariff (or any
successor Tariff) Part A-Sections 1.2, 1.3, 1.4, 1.5, 3.2.1, 3.2.2, 3.2.4,
3.2.6-3.2.7, 3.3, 4.1.1, 4.1.2, 4.1.8-4.1.10, 4.2.3, 4.4, 5.2, Part B-Sections
4 and 6 and Part M-Sections 1.3-1.4, 2.4 and 2.6, as filed on April 2, 1999 and
as may be amended from time to time including all changes, modifications,
revisions and additions related to the provision of unbundled Switching
Elements required by the Department. 


                    11.4.1
Local Switching 


                              11.4.1.1
The unbundled local Switching Elements include line side and trunk side
facilities (eg. line and trunk side Ports such as analog and ISDN line
side Ports and DS1 trunk side Ports) plus the features, functions, and
capabilities of the switch. It consists of the line-side Port (including
connection between a loop termination and a switch line card, telephone number
assignment, basic intercept, one primary directory listing, presubscription,
and access to 911, operator services, and directory assistance), line and line
group features (including all vertical features and line blocking options that
the switch and its associated deployed switch software is capable of providing
and are currently offered to Verizon’s local exchange customers), usage
(including the connection of lines to lines, lines to trunks, trunks to lines,
and trunks to trunks), and trunk features (including the connection between the
trunk termination and a trunk card). 


                              11.4.1.2
Verizon shall offer, as an optional chargeable feature, daily usage tapes. 


                              11.4.1.3
AT&T Broadband may request activation or deactivation of features on a
per-port basis at any time, and shall compensate Verizon for the non-recurring
charges associated with processing the order. AT&T Broadband may submit a
Bona Fide Request for other switch features and functions that the switch is
capable of providing, but which Verizon does not currently provide, or for
customized routing of traffic other than operator services and/or directory
assistance traffic. Verizon shall develop and provide these requested services
where technically feasible with the agreement of AT&T Broadband to pay the
recurring and non-recurring costs of developing, installing, updating,
providing and maintaining these services. 


                              11.4.1.4
Network Design Request (“NDR”) 


                                        11.4.1.4.1
Work activities that must be performed during the NDR process include: (a)
Defining network plan for the TC’s virtual network (number of entities; types
of services to be supported; blocking requirements; E911 planning; operator/DA
support); (b) Defining line class codes for each entity to support the TC’s
traffic; (c) Building line class codes per switching entity; (d) Downloading
line class codes to each entity; and, (e) Engineering any dedicated trunk
groups. 


44





                                        11.4.1.4.2
NDR Rate Application The NDR shall be billed according to a flat rate
schedule based on the number of Line Class Codes implemented on a per switch
per rate zone used to develop the NDR plan and install the necessary routings
and line class codes. The One Time Service Order Charge applies once per switch
per rate zone. Subsequent changes can be requested without this charge being
re-applied. The NDR Implementation-Initial First and Additional charges apply
to the first 15 requested line class codes plus an additional charge for each
line class code above the first 15 requested at the same time. The NDR
Implementation-Subsequent First and Additional charges apply to the first line
class code and each additional line class code ordered at the same time
subsequent to the installation of the original line class code in a switch. The
nonrecurring charges are set forth in Exhibit A. 


                    11.4.2
Tandem Switching 


                              The
unbundled Tandem Switching Element includes trunk-connect facilities, the basic
switching function of connecting trunks to trunks, and the functions that are
centralized in Tandem Switches. Unbundled tandem switching creates a temporary
transmission path between interoffice trunks that are interconnected at a
Verizon access Tandem for the purpose of routing a call or calls. 


          11.5
Inter Office Transport 


          11.5.1
Notwithstanding anything to the contrary set forth in Section 11.1 but subject
to the conditions set forth in Sections 11.7.1, 11.7.2, and 11.7.3, where
facilities are available, at AT&T Broadband’s request, Verizon shall
provide AT&T Broadband with unbundled dedicated interoffice transmission
facilities (“IOF”) unbundled from other Network Elements in accordance with but
only to the extent required by Applicable Law at the rates set forth in Exhibit
A; provided, however, that Verizon shall offer unbundled shared IOF only to the
extent that AT&T Broadband also purchases unbundled local switching
capability from Verizon in accordance with Section 11.4 of this Agreement. 


          11.5.2
The parties hereby acknowledge that, pursuant to the Department’s March 15,
2001 order in DTE 99-42/43 (“March 15 Order”) and notwithstanding Section
11.7.5, Verizon will make available to AT&T Broadband IOF to transport
AT&T Broadband originated traffic from the Verizon Wire Center where a
Mid-Span Fiber Meet arrangement is located, subject to the terms and conditions
of this Agreement, to the Wire Center where the Verizon-IP is located. The rate
applicable for the Term of this Agreement for IOF, both, IOF provided as of the
Effective Date of this Agreement and IOF hereafter provided pursuant to this
Agreement, is set forth in Exhibit A. AT&T Broadband shall obtain access to
such IOF from a Mid-Span Fiber Meet arrangement by purchasing cross
connections. The rate applicable for the Term of this Agreement for such cross
connections, both those provided as of the Effective Date of this Agreement and
those hereafter provided pursuant to this Agreement, are set forth in Exhibit
A. AT&T Broadband shall purchase cross connections at each end of the
provided IOF. 


45





          11.6
Operations Support Systems 


          11.6.1
Subject to the conditions set forth in Section 11.7, Verizon shall provide
AT&T Broadband with access via electronic interfaces to databases required
for pre-ordering, ordering, provisioning, maintenance and repair, and billing as
soon as practicable until such time as Verizon’s D.T.E. Mass No. 17 Tariff (or
any successor Tariff) setting forth the terms and conditions of the provision
of unbundled Network Elements becomes effective. Upon the effective date of
such Tariff, this Section 11.6.1 shall be superseded and replaced by Verizon’s
D.T.E. Mass No. 17 Tariff (or any successor Tariff) Part A-Sections 1.2, 1.3,
1.4, 1.5, 3.2.1-3.2.2, 3.2.6-3.2.7, 3.3, 4.1.1-4.1.2, 4.1.8- 4.1.10, 4.2.3,
4.4, Part B-Section 10 and Part M-Sections 1.3-1.4 and 2.10, as filed on April
2, 1999 and as may be amended from time to time including all changes,
modifications, revisions and additions related to the provision of Operations
Support Systems required by the Department. 


          11.6.2
All transactions related to pre-ordering, ordering, maintenance and repair, and
billing shall be submitted by AT&T Broadband through electronic interfaces
provided by Verizon pursuant to Section 11.6.1. 


          11.7
Limitations on Unbundled Access 


                    11.7.1
Notwithstanding anything else set forth in this Agreement: 


                              (a)
The Parties acknowledge that Verizon is not required by Applicable Law to
provide to AT&T Broadband certain Network Elements on an unbundled basis or
Combinations (as such term is hereinafter defined) that include those elements
until an FCC order prescribing the Network Elements that must be provided by
Verizon pursuant to the Act (such an order, an “FCC Remand Order”), becomes
effective. The Parties further acknowledge that a change in Applicable Law, to
become effective upon the effective date of the FCC’s Third Report and Order in
CC Docket 98-147 and Fourth Report and Order in CC Docket No. 96-98, released
December 9, 1999 (the “Advanced Services Order”), will further modify Verizon’s
unbundling obligations, provided such order is not stayed or vacated. Nothing
contained in this Agreement shall be deemed to constitute an agreement by
Verizon that any item identified in this Agreement as a Network Element is (i)
a Network Element under Applicable Law, or (ii) a Network Element Verizon is
required by Applicable Law to provide to AT&T Broadband on an unbundled
basis. 


                              (b)
To the extent that Verizon is required by Applicable Law to provide access to a
Network Element on an unbundled basis to AT&T Broadband, and this Agreement
does not include terms, conditions and prices for such Network Element,
AT&T Broadband may, at its option, elect to obtain such Network Element
pursuant to an applicable Verizon tariff, if available, or prior to Verizon’s
provision of such Network Element and upon the written request of AT&T
Broadband, the Parties shall negotiate in good faith an amendment to this
Agreement containing the terms, conditions, and prices for access to such
unbundled Network Element. 


                              (c)
Notwithstanding anything else set forth in this Agreement, Verizon shall not
provide AT&T Broadband, and AT&T Broadband shall not request from
Verizon, access to advanced intelligent network service (AIN) software. Verizon
will, however, continue to provide 


46





nondiscriminatory access to
Verizon’s AIN platform and architecture in accordance with, but only to the
extent required by Applicable Law. 


          11.7.2
Without limiting Verizon’s rights pursuant to Applicable Law or any other
section of this Agreement to terminate its provision of a Network Element or a
Combination, if Verizon provides a Network Element or Combination to AT&T
Broadband, and the Department, the FCC, a court or other governmental body of
appropriate jurisdiction determines that Verizon is not required by Applicable
Law to provide such Network Element or Combination, then the Parties shall
amend this Agreement to provide for termination of such Network Element(s) or
Combination consistent with such determination. Verizon shall continue to
provide those Network Elements or Combination ordered by AT&T Broadband as
of the date of such determination until such amendment is approved by the Department.
If the Parties are unable to agree on such an amendment to this Agreement, then
either Party may invoke the dispute resolution provision of Section 28.9. If
Verizon terminates its provision of a Network Element or Combination to
AT&T Broadband pursuant to this Section 11.7.2 and AT&T Broadband
elects to purchase other services offered by Verizon in place of such Network
Element or Combination, then: (a) Verizon shall reasonably cooperate with
AT&T Broadband to coordinate the termination of such Network Element or
Combination and the installation of such services to minimize the interruption
of service to customers of AT&T Broadband; and, (b) AT&T Broadband
shall pay all applicable charges for such services, including, but not limited
to, all applicable installation charges. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           11.7.3
 Nothing contained in this Agreement shall limit Verizon’s right to appeal,
 seek reconsideration of, or otherwise seek to have stayed, modified, reversed
 or invalidated any order, rule, regulation, decision, ordinance, or statute
 issued by the Department, the FCC, any court, or any other governmental
 authority related to, concerning or that may affect Verizon’s obligations
 under this Agreement or under Applicable Law. 

 



                    11.7.4
Verizon shall only be required to provide ULLs and Ports where such Loops and
Ports are available. 


                    11.7.5
AT&T Broadband shall access Verizon’s unbundled Network Elements
specifically identified in this Agreement via Collocation in accordance with Section
13 at the Verizon Wire Center where those elements exist, and each ULL or Port
shall, in the case of Collocation, be delivered to AT&T Broadband’s
Collocation node by means of a Cross Connection or Strapping. 


                    11.7.6
Verizon shall provide AT&T Broadband access to its ULLs at each of
Verizon’s Wire Centers for loops terminating in that Wire Center. In addition,
if AT&T Broadband orders one or more ULLs provisioned via Integrated
Digital Link Carrier or Remote Switching technology deployed as a ULL
concentrator, Verizon shall, where available, move the requested ULL(s) to a
spare, existing physical ULL at no additional charge to AT&T Broadband. If,
however, no spare physical ULL is available, Verizon shall within three (3) Business
days of AT&T Broadband’s request notify AT&T Broadband of the lack of
available facilities. AT&T Broadband may then at its discretion make a
Network Element Bona Fide Request to Verizon to provide the unbundled Local 


47





Loop through the
demultiplexing of the integrated digitized ULL(s). AT&T Broadband may also
make a Network Element Bona Fide Request for access to Unbundled Local Loops at
the ULL concentration site point. Notwithstanding anything to the contrary in
this Agreement, standard provisioning intervals shall not apply to ULL provided
under this Section 11.7.6. 


                    11.7.7
If as the result of end user actions, (e.g., Customer not ready (“CNR”),
Verizon cannot complete requested work activity when technician has been
dispatched to the site, AT&T Broadband will be assessed a non-recurring
charge associated with this visit. This charge will be the sum of the Service
Order Charge and Premises Visit Charge as specified in Verizon’s applicable
Tariff (DTE Tariff No. 10, Part M, Section 1.3). 


          11.8
Availability of Other Network Elements on an Unbundled Basis 


                    11.8.1
Subject to the conditions set forth in Section 11.7., with the exception of
11.7.5, Verizon shall, upon request of AT&T Broadband, and to the extent
required by Applicable Law, provide to AT&T Broadband access to its Network
Elements on an unbundled basis for the provision of AT&T Broadband’s
Telecommunications Service. Any request by AT&T Broadband for access to a
Verizon Network Element that is not already made available by Verizon in
Verizon’s service territory shall be treated as a Network Element Bona Fide
Request in accordance with Exhibit B of this Agreement. 


                    11.8.2
A Network Element obtained by AT&T Broadband from Verizon under this
Section 11.8 may be used in combination with the facilities of the requesting
Party only to provide a Telecommunications Service, including obtaining billing
and collection, transmission, and routing of the Telecommunications Service. 


                    11.8
3 Notwithstanding anything to the contrary in this Section 11.8, a Party shall
not be required to provide a proprietary Network Element to the other Party
under this Section 11. 8 except as required by Applicable Law. 


          11.9
Conversion of Live Telephone Exchange Service to Analog 2W Loops 


          The
following coordination procedures shall apply to “live” cutovers of Verizon
Customers who are converting their Telephone Exchange Services to AT&T
Broadband Telephone Exchange Services provisioned over Analog 2W unbundled
Local Loops (“Analog 2W Loop’s) to be provided by Verizon to AT&T
Broadband. 


          11.9.1
Subject to approval by the Department, coordinated cutover charges shall apply
to conversions of live Telephone Exchange Services to Analog 2W Loops. When an
outside dispatch is required to perform a conversion, additional charges may
apply. If AT&T Broadband does not request a coordinated cutover, Verizon
will process AT&T Broadband’s order as a new installation subject to
applicable standard provisioning intervals. 


48





          11.9.2
AT&T Broadband shall request Analog 2W Loops for coordinated cutover from
Verizon by delivering to Verizon a valid electronic Local Service Request
(“LSR”). Verizon agrees to accept from AT&T Broadband the date and time for
the conversion designated on the LSR (“Scheduled Conversion Time”), provided
that such designation is within the regularly scheduled operating hours of the
Verizon Regional CLEC Control Center (“RCCC”) and subject to the availability
of Verizon’s work force. In the event that Verizon’s work force is not
available, AT&T Broadband and Verizon shall mutually agree on a New
Conversion Time, as defined below. AT&T Broadband shall designate the
Scheduled Conversion Time subject to Verizon standard provisioning intervals as
stated in the Verizon CLEC Handbook, as may be revised from time to time.
Within two (2) business days of Verizon’s receipt of such valid LSR, or as
otherwise required by Applicable Law, Verizon shall provide AT&T Broadband
the firm order commitment (“FOC”) date by which the Analog 2W Loops covered by
such LSR will be converted. 


          11.9.3
AT&T Broadband shall provide dial tone at the AT&T Broadband
Collocation site at least forty-eight (48) hours prior to the Scheduled
Conversion Time. 


          11.9.4
Either Party may contact the other Party to negotiate a new Scheduled
Conversion Time (the “New Conversion Time”); provided, however, that each Party
shall use commercially reasonable efforts to provide four (4) business hours
advance notice to the other Party of its request for a New Conversion Time. Any
Scheduled Conversion Time or New Conversion Time may not be rescheduled more
than one (1) time in a business day, and any two New Conversion Times for a particular
Analog 2W Loops shall differ by at least eight (8) hours, unless otherwise
agreed to by the Parties. 


                              11.9.4.1
If the New Conversion Time is more than one (1) business hour from the original
Scheduled Conversion Time or from the previous New Conversion Time, the Party
requesting such New Conversion Time shall be subject to the following: 


                                        (i)
If Verizon requests to reschedule outside of the one (1) hour time frame above,
the Analog 2W Loops Service Order Charge for the original Scheduled Conversion
Time or the previous New Conversion Time shall be waived upon request from
AT&T Broadband; and  


                                        (ii)
If AT&T Broadband
requests to reschedule outside the one (1) hour time frame above, AT&T
Broadband shall be charged an additional Analog 2W Loops Service Order Charge
for rescheduling the conversion to the New Conversion Time.


          11.9.5
If AT&T Broadband is not ready to accept service at the Scheduled
Conversion Time or at a New Conversion Time, as applicable, an additional
Service Order Charge shall apply. If Verizon is not available or ready to
perform the conversion within thirty (30) minutes of the Scheduled Conversion
Time or New Conversion Time, as applicable, Verizon and AT&T Broadband will
reschedule and, upon request from AT&T Broadband, Verizon will waive the
Analog 2W Loop Service Order Charge for the original Scheduled Conversion Time.



49





          11.9.6
The standard time interval expected from disconnection of a live Telephone
Exchange Service to the connection of the Analog 2W Loops to AT&T Broadband
is fifteen (15) minutes per Analog 2W Loops for all orders consisting of twenty
(20) Analog 2W Loops or less. Orders involving more than twenty (20) Loops will
require a negotiated interval. 


          11.9.7
Conversions involving LNP will be completed according to North American
Numbering Council (“NANC”) standards, via the regional Number Portability
Administration Center (“NPAC”). 


          11.9.8
If AT&T Broadband requires Analog 2W Loops conversions outside of the
regularly scheduled Verizon RCCC operating hours, such conversions shall be
separately negotiated. Additional charges (e.g. overtime labor charges)
may apply for desired dates and times outside of regularly scheduled RCCC
operating hours. 


          11.10
Maintenance of Unbundled Network Elements 


          If
(a) AT&T Broadband reports to Verizon a Customer trouble, (b) AT&T
Broadband requests a dispatch, (c) Verizon dispatches a technician, and (d)
such trouble was not caused by Verizon facilities or equipment in whole or in
part, then AT&T Broadband shall pay Verizon a charge set forth in Exhibit A
for time associated with said dispatch. In addition, this charge also applies
when the Customer contact as designated by AT&T Broadband is not available
at the appointed time. AT&T Broadband accepts responsibility for initial
trouble isolation and providing Verizon with appropriate dispatch information
based on its test results. If as the result of AT&T Broadband instructions,
Verizon is erroneously requested to dispatch within a Verizon Central Office or
to a POT Bay (“dispatch in”), a charge set forth in Exhibit A will be assessed
per occurrence to AT&T Broadband by Verizon. If as the result of AT&T
Broadband instructions, Verizon is erroneously requested to dispatch outside a
Verizon Central Office or to a POT Bay (“dispatch out”), a charge set forth in
Exhibit A will be assessed per occurrence to AT&T Broadband by Verizon.
Verizon agrees to respond to AT&T Broadband trouble reports on a
non-discriminatory basis consistent with the manner in which it provides
service to its own retail customers or to any other similarly initiated
Telecommunications Carrier. 


          11.11
Rates 


          Verizon
shall charge, and AT&T Broadband shall pay, the non-recurring and monthly
recurring rates for Network Elements set forth in Exhibit A. If the Department
adopts permanent rates consistent with the requirements of the FCC Regulations
(to the extent it has not already done so), then such permanent rates shall be
applied in the manner described in Exhibit A and Section 20.1.2 below.
Notwithstanding anything else set forth in this Agreement and subject to the
conditions set forth in Section 11.7: 


          11.11.1
Verizon shall provide access to Combinations subject to charges based on rates
and/or rate structures that are consistent with Applicable Law (such rates
and/or rate structures, the “Rates”). 


50





AT&T Broadband
acknowledges that Verizon is developing the Rates but that Verizon has not
finished developing the Rates as of the Effective Date. When Verizon finishes
developing a Rate, Verizon shall notify AT&T Broadband in writing of the
Rate and thereafter shall bill AT&T Broadband, and AT&T Broadband shall
pay to Verizon, for services provided under this Agreement on the Effective
Date and thereafter in accordance with such Rate, subject to Section 11.11.2
below. 


          11.11.2
The Rates, as defined in Section 11.11.1 above, shall be interim Rates and
subject to true-up and shall be replaced on a prospective basis by such Rates
as may be approved by the Department, or as otherwise allowed to go into
effect, or if appealed as may be ordered at the conclusion of such appeal, provided,
however, that any Rate and/or rate structure that is part of a Rate provided by
Verizon to AT&T Broadband in accordance with Section 11.11.1 above that has
been approved or allowed to go into effect by the Department prior to the date
on which Verizon provides such Rate to AT&T Broadband shall not be subject
to true-up. With respect to interim rates subject to true-up, at such time as
the Department should alter, amend or modify and then approve or make effective
such an interim Rate in a final order and such order is not appealed or
otherwise challenged, the Parties shall true up amounts billed and paid based
on such Rate for Combinations on the Effective Date and thereafter. 


11.12 Combinations 


Notwithstanding anything to the contrary in
this Agreement, and subject to the provisions of Section 11.7, with the
exception of 11.7.5, Verizon shall be obligated to provide a combination of
Network Elements (“Combination”) only to the extent provision of such
Combination is required by Applicable Law. To the extent Verizon is required by
Applicable Law to provide a Combination to AT&T Broadband, the terms,
conditions and prices for the Combination (including, but not limited to, the
nonrecurring charge to compensate the providing Party for the Combination,
terms and conditions defining the Combination and stating when and where the
Combination will be available and how it will be used, and terms, conditions
and prices for pre-ordering, ordering, provisioning, repair and maintenance,
and billing) shall be as provided in Verizon’s applicable Tariff. In the
absence of an applicable Tariff, prior to provision of such Combination, the
Parties will negotiate in good faith and include in this Agreement such terms,
conditions, and prices. 


12.0 RESALE — SECTIONS 251(b)(1) and 251(c)(4) 


          12.1
Resale at Retail Rates 


          Verizon
shall make available to AT&T Broadband for resale all Telecommunications
Services, as described in Section 251(b)(1) of the Act, pursuant to the rates,
terms and conditions of Verizon’s applicable Tariffs, as may be amended from
time to time. 


51






          12.2
Resale at Wholesale Rates


          Verizon
shall make available to AT&T Broadband for resale all Telecommunications
Services that Verizon provides at retail to Customers that are not
Telecommunications Carriers at the retail prices set forth in Verizon’s Tariffs
less the wholesale discount set forth in Exhibit A, in accordance with Section
251(c)(4) of the Act. Such services shall be provided in accordance with the
rates, terms and conditions of Verizon’s effective D.T.E. Mass No. 14 Tariff,
as amended from time to time.


          12.3
Availability of Support Services and Branding for Resale


          Verizon
shall make available to AT&T Broadband the various support services for
resale described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Law, upon request by
AT&T Broadband and at prices, terms and conditions to be negotiated by
AT&T Broadband and Verizon, Verizon shall provide Verizon Retail
Telecommunications Services (as defined in Schedule 12.3) that are identified
by AT&T Broadband’s trade name, or that are not identified by trade name,
trademark or service mark.


          12.4
Additional Terms Governing Resale and Use of Verizon Services


                    12.4.1
AT&T Broadband shall comply with the provisions of this Agreement
(including, but not limited to, all applicable Verizon Tariffs) regarding
resale or use of Verizon services. In addition, AT&T Broadband shall
undertake in good faith to ensure that its Customers comply with the provisions
of Verizon’s Tariffs applicable to their use of Verizon’s Telecommunications
Services.


                    12.4.2
Without in any way limiting Section 12.4.1, AT&T Broadband shall not resell
(a) residential service to business or other nonresidential Customers of
AT&T Broadband, (b) Lifeline or other means-tested service offerings, or
grandfathered service offerings, to persons not eligible to subscribe to such
service offerings from Verizon, or (c) any other Verizon service in violation
of any user or user group restriction that may be contained in the Verizon
Tariff applicable to such service to the extent such restriction is not
prohibited by Applicable Law. In addition, AT&T Broadband shall be subject
to the same limitations that Verizon’s own retail Customers may be subject to
with respect to any Telecommunications Service that Verizon discontinues
offering.


                    12.4.3
Verizon shall not be obligated to offer to AT&T Broadband at a wholesale
discount Telecommunications Services that Verizon offers at a special
promotional rate if such promotions are for a duration of ninety (90) days or
less.


                    12.4.4
AT&T Broadband shall not be eligible to participate in any Verizon plan or
program under which Verizon Customers may obtain products or merchandise, or
services which are not Verizon Telecommunications Services, in return for
trying, agreeing to purchase, purchasing, or using Verizon Telecommunications
Services.


                    12.4.5
Verizon may impose additional restrictions on AT&T Broadband’s resale of
Verizon’s retail Telecommunications Services to the extent permitted by
Applicable Law.


52





13.0 COLLOCATION — SECTION 251(c)(6)


          13.1
Verizon shall provide Collocation solely for the purpose of
Interconnection with facilities or services of Verizon or access to unbundled
Network Elements of Verizon, except as otherwise mutually agreed to in writing
by the Parties or as required by the FCC or the Department. Such Collocation shall
be provided pursuant to applicable federal and state Tariffs as amended from
time to time..


          13.2
Verizon shall offer to AT&T Broadband Physical Collocation of equipment
necessary for Interconnection (pursuant to Section 4.0) or for access to
unbundled Network Elements (pursuant to Section 11.0), except that Verizon may
offer only Virtual Collocation if so permitted under Applicable Law, including,
without limitation, if Verizon demonstrates to the Department that Physical
Collocation is not practical for technical reasons or because of space
limitations, as provided in Section 251 (c)(6) of the Act.


          13.3
To the extent required by Applicable Law, Verizon shall provide Collocation to
AT&T Broadband in a manner that complies with the First Report and Order
and Further Notice of Proposed Rulemaking in CC Docket No. 98-147 (released
March 31, 1999)(“First Report”). The Parties acknowledge that Verizon has filed
or amended applicable state Tariffs to implement the requirements of the First
Report. Such terms and conditions of the Verizon Tariff filing shall apply as
of the Effective Date of this Agreement on an interim bases until such time
that the Department approves applicable Tariff terms conditions and rates.


          13.4
In the course of implementing a Collocation project, Verizon shall:


	
  

 	
  

 	
  

 
	
  

 	
 (a) identify the
 Collocation project manager assigned to the project;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b) develop a
 written comprehensive “critical tasks” timeline detailing the work (and
 relative sequence thereof) that is to be performed by each Party or jointly
 by both Parties; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c) provide
 AT&T Broadband with the relevant engineering requirements.

 



          13.5
The Collocating Party shall purchase Cross Connection to services or facilities
as described in applicable Tariffs.


          13.6
Dedicated Transit Service


                    13.6.1
“Dedicated Transit Service” provides for the dedicated connection between a
AT&T Broadband Collocation arrangement established pursuant to applicable
tariffs and/or license agreements at a Verizon premises and a Collocation
arrangement of a third Party carrier that maintains a Collocation arrangement
at the same premises. Dedicated Transit Service shall be provided using a


53





cross-connection
(dedicated connection) using suitable Verizon-provided cable or transmission
facilities or any other mutually agreed upon arrangement.


                    13.6.2
The carrier that requests the Dedicated Transit Service shall be the customer
of record for both ends of the service in terms of ordering, provisioning,
maintenance, and billing. Alternative arrangements may be utilized if agreed
upon by all three parties. Rates and charges for Dedicated Transit Service are
stated in Exhibit A.


SECTION 251(b) PROVISIONS


14.0 NUMBER PORTABILITY — SECTION 251(b)(2) 


14.1 Scope


                    14.1.1
To the extent required by Applicable Law, the Parties shall provide Number
Portability on a reciprocal basis to each other to the extent technically
feasible, and in accordance with rules and regulations as from time to time
prescribed by the FCC and/or the Department. The Parties shall provide Number
Portability to each other in the event a Customer of one Party (“Party A”)
elects to become a Customer of the other Party (“Party B”) and the Customer (i)
remains within the same central office district and within the boundary of the
smallest geographical area that is significant for billing (e.g.
exchange zone) as defined by the LEC to whom the ported Customer’s NXX code was
originally assigned and (ii) elects to utilize the original telephone number(s)
correspondent to the Exchange Service(s) it previously received from Party A in
conjunction with the Exchange Service(s) it will now receive from Party B.


14.1.2 INTENTIONALLY OMITTED


14.1.3 INTENTIONALLY OMITTED


                    14.1.4
Under an LNP arrangement, AT&T Broadband and Verizon will implement a
process to coordinate Number Portability cutovers with ULL conversions (as
described in Section 11 of this Agreement).


          14.2
INTENTIONALLY OMITTED


          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


54





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
INTENTIONALLY OMITTED 


          14.5 LNP Implementation


                    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 in
all End Offices in Massachusetts.


                    14.5.1
The Parties shall deploy LNP consistent with industry guidelines regarding all
aspects of porting numbers from one network to another.


                    14.5.2
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 appropriate
authorization from an end user Customer and sends an electronic 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 end user Customer authorizations and Party A may
request, upon reasonable notice, a copy of an authorization.


                    14.5.3
Verizon and AT&T Broadband shall cooperate in the process of LNP from one
Party (“the Ordering Party”) to the other Party (“the Disconnecting Party”) so
as to limit service outage for the LNP subscriber. The Ordering Party shall
designate on the LSR the desired cut-over date for the subscriber. Upon the
Disconnecting Party’s return of a FOC to the Ordering Party, both Parties will
advise the Number Portability Administration Center (NPAC) of the agreed upon
due date. The Ordering Party is responsible for advising the NPAC of telephone
numbers that the Ordering Party imports and the associated data required for
LNP.


                    14.5.4
When changes or supplements are required to previously submitted LSRs, the
Disconnecting Party will provide a point of contact for immediate response and
intervention. If the change to the order is two days prior to the due date, the
Ordering Party will send a supplement to the LSR with the change information.
If the change is the day before or the day of the due date, the Ordering Party
will call the Disconnecting Party and follow up with an LSR supplement as soon
as reasonably practicable thereafter.


          14.5.5
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.


55





          14.5.6
When a Customer of Party A ports its 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.


          14.5.7
When a Customer of Party A ports its 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.


          14.5.8
The Parties shall furnish each other with the Jurisdiction Information Parameter
(JIP) in the Initial Address Message (IAM), containing a LERG-assigned NPA-NXX
(6 digits) identifying the originating switch on calls originating from LNP
capable switches.


          14.5.9
Both Parties shall provide updates to the Local Exchange Routing Guide (LERG)
at least forty-five (45) days prior to the deployment of a new office and/or
new NXX. All new offices and NXXs shall be designated as portable, except as
noted in 14.5.10, and translations will be changed in the Parties’ switches to
open those NXXs for database queries in all applicable LNP capable Central
Offices within the applicable LATA.


          14.5.10
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.


          14.5.11
Both Parties’ use of LNP shall meet the performance criteria specified by the
FCC. as well as the criteria set forth in Section 26. Both Parties shall also
comply with the penalty provisions set forth in Section 26 of this Agreement
Each Party 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.


56





15.0 DIALING PARITY — SECTION 251(b)(3)


Verizon and
AT&T Broadband shall each provide the other with nondiscriminatory access
to such services and information as are necessary to allow the other Party to
implement Dialing Parity for Telephone Exchange Service, operator services, directory
assistance, and directory listing information with no unreasonable dialing
delays, as required under Section 251(b)(3) of the Act or by the Department.


16.0 ACCESS TO RIGHTS-OF-WAY — SECTION
251(b)(4)


          To
the extent required by Applicable Law and where facilities are available, each
Party (“Licensor”) shall provide the other Party (“Licensee”) access for
purposes of making attachments to the poles, ducts, rights-of-way and conduits
it owns or controls, pursuant to any existing or future license agreement
between the Parties. Such access shall be in conformance with applicable
federal and Massachusetts laws, including 47 U.S.C. §. 224 and 220 C.M.R.
45.000 et seq and on terms, conditions and prices comparable to those offered
to any other entity pursuant to each Party’s applicable Tariffs (including
generally available license agreements).


17.0 DATABASES AND SIGNALING


          Subject
to Section 11.0, Verizon shall provide AT&T Broadband with interfaces to
access Verizon’s databases, including LIDB and toll-free service access codes
(e.g., 800/888/877), and associated signaling necessary for the routing and
completion of AT&T Broadband’s traffic through the provision of SS7 under
its applicable Tariffs. Alternatively, either Party may secure CCS
Interconnection from a commercial SS7 hub provider, and in that case, the other
Party will permit the purchasing Party to access the same databases as would
have been accessible if the purchasing Party had connected directly to the
other Party’s CCS network. Access to these databases shall be provided by
Verizon to either AT&T Broadband or AT&T Broadband’s commercial SS7
provider at parity to what Verizon provides to itself.


18.0 COORDINATED SERVICE ARRANGEMENTS 


          18.1
Intercept and Referral Announcements


          When
a Customer changes its service provider from Verizon to AT&T Broadband, or
from AT&T Broadband 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 details on the Customer’s new number or provide other appropriate
information to the extent known. Referral Announcements shall be provided
reciprocally, free of charge to either the other Party or the Customer, for a
period of not less than one hundred and eighty days (180) days after the date
the Customer changes its telephone number in the case of business Customers and
not less than ninety (90) days after the date the Customer changes its


57





telephone
number in the case of residential Customers or other time periods as may be
required by the Department. The periods for referral announcement may be
shorter if a number shortage condition is in effect for a particular NXX code.


          18.2
Coordinated Repair Calls


          AT&T
Broadband and Verizon will employ the following procedures for handling
misdirected repair calls:


                    18.2.1
AT&T Broadband and Verizon will educate their respective Customers as to
the correct telephone numbers to call in order to access their respective
repair bureaus.


                    18.2.2
To the extent Party A is identifiable as the correct provider of service to
Customers that make misdirected repair calls to Party B, Party B will
immediately refer the Customers to the telephone number provided by Party A, or
to an information source that can provide the telephone number of Party A, in a
courteous manner and at no charge. In responding to misdirected repair calls,
neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality, nor shall they use these misdirected
repair calls as the basis for internal referrals or to solicit end users to
market services. Either Party may respond with accurate information in
answering end user questions.


                    18.2.3
AT&T Broadband and Verizon will provide their respective repair contact
numbers to one another on a reciprocal basis.


          18.3
Customer Authorization


                    18.3.1
Without in any way limiting either Party’s obligations under Section 27.1, each
Party shall comply with Applicable Laws with regard to Customer selection of a
primary Telephone Exchange Service provider, and each Party shall make all
appropriate payments or penalties as required by Applicable Law..


                    18.3.2
Unless the FCC or Department rules direct otherwise, in the event either Party
requests that the other Party install, provide, change, or terminate a
Customer’s Telecommunications Service (including, but not limited to, a
Customer’s selection of a primary Telephone Exchange Service Provider) and (a)
fails to provide documentary evidence of the Customer’s primary Telephone
Exchange Service Provider selection upon request, or (b) without having
obtained authorization from the Customer for such installation, provision,
selection, change or termination in accordance with Applicable Laws, (or as
provided in Section 18.3.1. above), the requesting Party shall be liable to the
other Party for all charges that would be applicable to the Customer for the
initial change in the Customer’s Telecommunications Service and any charges for
restoring the Customer’s Telecommunications Service to its Customer-authorized
condition, including to the appropriate primary Telephone Exchange Service
provider.


58





                    18.3.3
Both Parties shall comply with Applicable Law with regard to Customer
Proprietary Network Information, including, but not limited to, 47 U.S.C. § 222
and the FCC rules in 47 CFR Section 64.2001-Section 64.2009. AT&T Broadband
shall not access (including, but not limited to, through Verizon OSS Services
and Verizon Pre-OSS Services), use, or disclose Customer Proprietary Network
Information made available to AT&T Broadband by Verizon pursuant to this
Agreement unless AT&T Broadband has obtained any Customer authorization for
such access, use and/or disclosure required by Applicable Law. By accessing,
using or disclosing Customer Proprietary Network Information, AT&T
Broadband represents and warrants that it has obtained authorization for such
action from the applicable Customer in the manner required by Applicable Law
and this Agreement. AT&T Broadband shall, upon request by Verizon, provide
proof of such authorization (including a copy of any written authorization).


                    18.3.4
At such time that AT&T Broadband provides access to AT&T Broadband
Customer Proprietary Network Information to Verizon, Verizon shall comply with
the provisions of Section 18.3.3.


19.0 DIRECTORY SERVICES ARRANGEMENTS


Verizon will
provide certain directory services to AT&T Broadband as defined herein. In
this Section 19 of this Agreement, references to a AT&T Broadband
Customer’s “primary listing” shall mean such Customer’s primary name, address,
and telephone number, which number falls within the NXX codes directly assigned
to AT&T Broadband or is retained by AT&T Broadband on the Customer’s
behalf pursuant to Number Portability arrangements with Verizon or any other
carrier within the geographic area covered in the relevant Verizon directory.
Verizon will, upon request, provide the following directory services to
AT&T Broadband in accordance with the terms set forth herein.


                    19.1
Directory Listings and Directory Distributions


                    19.1.1
Verizon will include the AT&T Broadband Customer’s primary listing in the
appropriate “White Pages” directories (residence and business listings) and
“Yellow Pages” directories (business listings), as well as in any electronic
directories in which Verizon’s own Customers are ordinarily included, and
directory assistance databases, and will distribute such directories to such
Customers in an identical manner in which it provides those functions for its
own Customers. Listings of AT&T Broadband’s Customers will be interfiled
with listings of Verizon’s Customers and the Customers of other LECs included
in the Verizon directories. Where required, AT&T Broadband will pay Verizon
the charge(s) set forth in Exhibit A for providing such service for each
AT&T Broadband Customer’s primary listing. AT&T Broadband will also pay
Verizon’s Tariffed charges, as the case may be, for additional and foreign
white page listings and other white pages services for AT&T Broadband’s
Customers. Verizon will not require a minimum number of listings per order.


                    19.1.2
Upon request by AT&T Broadband, Verizon will make available to AT&T
Broadband a directory list of relevant NXX codes, the close dates, publishing
data, yellow page headings and call guide close dates on the same basis as such
information is provided to Verizon’s own


59





business
offices, and within the same time frames to the extent required by Applicable
Law.


                    19.1.3
AT&T Broadband shall provide Verizon with daily listing information on all
new AT&T Broadband Customers in the format required by Verizon or a
mutually-agreed upon industry standard format, at no charge. The information
shall include the Customer’s name, address, telephone number, the delivery
address and number of directories to be delivered, and, in the case of a
business listing, the primary business heading under which the business
Customer desires to be placed, and any other information necessary for the
publication and delivery of directories. AT&T Broadband will also provide
Verizon with daily listing information showing Customers that have disconnected
or terminated their service with AT&T Broadband. Verizon will provide
AT&T Broadband with confirmation of listing order activity, either through
a verification report or a query on any listing which was not acceptable,
within forty-eight (48) hours.


                    19.1.4
Verizon will accord AT&T Broadband’s directory listing information the same
level of confidentiality which Verizon accords its own directory listing
information, and Verizon shall ensure that access to AT&T Broadband’s
directory listing information will be used solely for the purpose of providing
directory services; provided, however, that should it determine to do so,
Verizon may use or license information contained in its directory listings for
direct marketing purposes so long as the AT&T Broadband Customers are not
separately identified as such; and provided further that AT&T Broadband may
identify those of its Customers that request that their names not be sold for
direct marketing purposes, and Verizon will honor such requests to the same
extent as it does for its own Customers.


                    19.1.5
Both Parties shall use their commercially reasonable efforts to ensure the
accurate listing of AT&T Broadband Customer listings. Verizon will provide
AT&T Broadband with a report of all AT&T Broadband customer listings no
less than ninety (90) days prior to the service order close date for that directory.
Verizon will process any corrections or additions made by AT&T Broadband
with respect to its listings, provided such corrections or additions are
received prior to the close date of the particular directory. Verizon will
provide appropriate advance notice of applicable close dates.


                    19.1.6
AT&T Broadband will adhere to all practices, standards, and ethical
requirements of Verizon with regard to listings, and, by providing Verizon with
listing information, warrants to Verizon that AT&T Broadband has the right
to place such listings on behalf of its Customers. Verizon will provide
AT&T Broadband, upon request, a copy of the Verizon listings standards and
specifications manual. AT&T Broadband agrees that it will undertake
commercially practicable and reasonable steps to attempt to ensure that any
business or person to be listed is authorized and has the right (i) to provide
the product or service offered, and (ii) to use any personal or corporate name,
trade name or language used in the listing. In addition, AT&T Broadband
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 listing of the listing information provided by AT&T Broadband
hereunder.


60





                    19.1.7
Verizon’s liability to AT&T Broadband in the event of a Verizon error in or
omission of a listing shall not exceed the amount of charges actually paid by
AT&T Broadband for such listing. In addition, AT&T Broadband agrees to
take, with respect to its own Customers, all reasonable steps to ensure that
its and Verizon’s liability to AT&T Broadband’s Customers in the event of a
Verizon error in or omission of a listing shall be subject to the same
limitations that Verizon’s liability to its own Customers are subject to.


          19.2
Service Information Pages


          Verizon
will include all AT&T Broadband NXX codes associated with the areas to
which each directory pertains, to the extent it does so for Verizon’s own NXX
codes, in any lists of such codes which are contained in the general reference
portions of the directories. AT&T Broadband’s NXX codes shall appear in such
lists in the same manner as Verizon’s NXX information. In addition, when
AT&T Broadband is authorized to, and is offering, local service to
end-users located within the geographic region covered by a specific directory,
at AT&T Broadband request, Verizon will include in the “Customer Guide” or
comparable section of the applicable white pages directories listings provided
by AT&T Broadband for AT&T Broadband’s installation, repair and
customer service and other essential local service oriented information, as
agreed by the Parties, including appropriate identifying logo. Such listings
shall appear in the manner agreed to by the Parties. AT&T Broadband will be
responsible for providing the necessary information to Verizon by the
applicable close date for the particular directory. Verizon will provide
AT&T Broadband with the close dates and reasonable notice of any changes in
said dates. Verizon shall not charge AT&T Broadband for inclusion of this
essential local service-oriented information, but reserves the right to impose
charges on other information AT&T Broadband may elect to submit and Verizon
may elect to accept for inclusion in Verizon’s white pages directories.


          19.3
Yellow Pages Maintenance


                    The
Parties agree to work cooperatively to ensure that Yellow Page advertisements
purchased by Customers that switch their service to AT&T Broadband
(including Customers utilizing AT&T Broadband-assigned telephone numbers
and AT&T Broadband Customers utilizing Number Portability) are maintained
without interruption. Verizon will offer Yellow Pages services to AT&T
Broadband Customers on the same basis as they are offered to Verizon Customers.


          19.4
Directory Assistance (DA) and Operator Services (OS)


                    19.4.1
Verizon Services Corp. will provide AT&T Broadband with directory
assistance and IntraLATA operator services in accordance with the Directory
Assistance and IntraLATA Operator Services Agreement that is executed and
entered into by and between Verizon Services Corp. and AT&T Broadband Phone
of Massachusetts, LLC. of even date herewith.


                    19.4.2
AT&T Broadband shall arrange at its expense the trunking and other
facilities required to transport to and from the designated DA and OS switch locations.


61





          19.5
Busy Line Verification and Busy Line Verification Interrupt (BLV/BLVI)


                    19.5.1
BLV permits the operator of one local carrier to request the status of access
lines (conversation in progress, available to receive calls, or out of order)
that are served by another local carrier. BLVI allows the operator of one local
carrier to request interruption of conversation on access lines that have been
determined to be in use.


                    19.5.2
If either Party (“Carrier A”) decides or is required by a regulatory body of
competent jurisdiction to offer BLV/BLVI services to enable its Customers to
verify and/or interrupt calls of other Customers, the operator bureau of the
other Party (“Carrier B”) shall accept and respond to BLV/BLVI requests from
the operator bureau of Carrier A.


                    19.5.3
The Local Carrier B operator shall only verify the status of the line or
interrupt the line to inform the called party that another caller is attempting
to reach them. The Local Carrier B operator will not complete the telephone
call of the Customer initiating the BLVI request. The Local Carrier B operator
will make only one BLVI attempt per operator bureau telephone request, and the
applicable charges shall apply whether or not the called Customer releases the
line. BLVI cannot be performed on telephone numbers utilizing a “call
forwarding” feature. The operator shall respond to only one telephone number
per call on requests for BLVI.


                    19.5.4
Both Parties shall route BLV/BLVI traffic inquiries over separate direct trunk
groups (and not the Local/IntraLATA/InterLATA Trunks) established between the
Parties respective operator bureaus. Each Party shall offer Interconnection for
BLV/BLVI traffic at its operator services switch serving the LATA or other
mutually agreed point within the LATA. Unless otherwise mutually agreed, the
Parties shall configure BLV/BLVI trunks over the Interconnection architectures
in accordance with the terms of Section 4 of this Agreement. Local Carrier A
shall outpulse the appropriate NPA, ATC Code, and Routing Code (operator code)
to Local Carrier B.


20.0 RATES AND CHARGES; ASSURANCE OF PAYMENT


          20.1
Except as provided in Section 11, and as set forth in this Section 20, the
rates and charges set forth in Exhibit A hereto, shall apply to the services,
facilities, and arrangements provided by the Parties to each other hereunder
and used for the provision of Telephone Exchange Service and associated
Exchange Access and shall reflect all the applicable rates and charges pursuant
to this Agreement. Within sixty (60) days after this Agreement is approved by
the Department, the Parties agree to update Exhibit A by letter to provide
Tariff references for those items in Exhibit A which generally reference a
Verizon Tariff.


          20.2
The charges and fees set forth in Exhibit A are subject to the continuing
jurisdiction of the Department and shall be modified when and if ordered or
authorized by the Department during the pendency of this Agreement. The rates
and charges set forth in Exhibit A shall be superseded by any


62






new rate or
charge when such new rate or charge is required by any order of the Department
or the FCC, approved by the Department or the FCC, or otherwise allowed to go
into effect, provided such new rates or charges are not subject to a stay
issued by any court of competent jurisdiction. To the extent that Verizon is
permitted to charge a new rate or charge to AT&T Broadband that would be
applicable to services, facilities, or arrangements provided by AT&T
Broadband to Verizon under this Agreement, AT&T Broadband shall also have
the right to charge Verizon such new rate or charge.


          20.3
If a rate or charge in Exhibit A is superseded consistent with this section,
then the Parties shall, no more frequently than every three months from the
date of this Agreement, update Exhibit A by inserting the correct charge or
fee, and, if necessary, shall retroactively true-up, consistent with the
applicable effective dates noted above, to correct any billing reflecting such
change. The use of interim or “TBD” charges or fees in Exhibit A shall not be
construed as an acknowledgement by AT&T Broadband that such charges or fees
are appropriate, cost-based, or in compliance with Applicable Law and shall not
be construed to preclude either Party from legally challenging the use, basis,
or amount of any charge or fee; provided, however, that such rate or charge
shall apply as specified in Exhibit A; unless such rate or charge is modified
in accordance with Section 20.2.


          20.4
Upon request by Verizon, AT&T Broadband shall, at any time and from time to
time, provide to Verizon adequate assurance of payment of amounts due (or to
become due) to Verizon hereunder. Assurance of payment of charges may be
requested by Verizon if AT&T Broadband (a) in Verizon’s reasonable
judgment, at the Effective Date or at any time thereafter, is unable to
demonstrate that it is creditworthy, (b) fails to timely pay the undisputed
portion of a bill pursuant to Section 28.8 rendered to AT&T Broadband by
Verizon, (c) in Verizon’s reasonable judgment, at the Effective Date or at any
time thereafter, does not have established credit with 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. Unless otherwise agreed by the Parties, the assurance of
payment shall, at Verizon’s option, consist of (i) a cash security deposit in
U.S. dollars held in an account by Verizon or (ii) 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, in either case in an amount equal to two (2)
months anticipated charges (including, without limitation, both recurring and
non-recurring charges), as reasonably determined by Verizon, for the services,
facilities or arrangements to be provided by Verizon to AT&T Broadband in
connection with this Agreement. To the extent that Verizon opts for a cash
deposit, the Parties intend that the provision of such deposit shall constitute
the grant of a security interest pursuant to Article 9 of the Uniform
Commercial Code as in effect in any relevant jurisdiction. If required by an
applicable Verizon Tariff or by Applicable Law, interest will be paid on any
such deposit held by Verizon at the higher of the stated interest rate in such
Tariff or in the provisions of Applicable Law. Verizon may (but is not
obligated to) draw on the letter of credit or funds on deposit in the account,
as applicable, upon notice to AT&T Broadband in respect of any undisputed
amounts billed hereunder that are not paid within thirty (30) days of the date
of the applicable statement of charges prepared by Verizon. The fact that a
security deposit or a letter of credit is requested by Verizon


63





hereunder
shall in no way relieve AT&T Broadband from compliance with Verizon’s
regulations as to advance payments and payment for service, nor constitute a
waiver or modification of the terms herein pertaining to the discontinuance of
service for nonpayment of any sums due to Verizon for the services, facilities
or arrangements rendered.


21.0 INSURANCE


          21.1
AT&T Broadband shall maintain during the term of this Agreement all
insurance and/or bonds required to satisfy its obligations under this Agreement
and all insurance and/or bonds required by Applicable Law, including, without
limitation, its obligations set forth in Section 24 hereof. At a minimum and
without limiting the foregoing covenant, AT&T Broadband shall maintain the
following insurance:


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 Automobile Liability, Comprehensive Form, with limits of at least $500,000
 combined single limit for each occurrence.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (d)
 Worker’s Compensation Insurance as required by Applicable Law and Employer’s
 Liability Insurance with limits of not less than $1,000,000 per occurrence.

 



          21.2
AT&T Broadband shall list Verizon as an additional insured on the foregoing
insurance, except with respect to Worker’s Compensation Insurance.


          21.3
AT&T Broadband shall, within two (2) weeks of the date hereof and on a
semi-annual basis thereafter, furnish certificates or other proof of the
foregoing insurance acceptable to Verizon. The certificates or other proof of
the foregoing insurance shall be sent to: Director - Interconnection Services;
Verizon Wholesale Markets; 1095 Avenue of the Americas; Room 1423; New York, NY
10036. In addition, AT&T Broadband shall require its agents,
representatives, and contractors, if any, that may enter upon the premises of
Verizon or Verizon’s affiliated companies to maintain similar and appropriate
insurance and, if requested, to furnish Verizon certificates or other adequate
proof of such insurance. Certificates furnished by AT&T Broadband or
AT&T Broadband’s agents, representatives, or contractors shall contain a
clause stating: “Verizon - Massachusetts shall be notified in writing at least
thirty (30) days prior to cancellation of, or any material change in, the
insurance.”


64





22.0 TERM AND TERMINATION.


          22.1
The initial term (the “Term”) of this Agreement shall commence on the Effective
Date and expire on June 25th, 2003. Absent the receipt by one Party
of written notice from the other Party pursuant to §22.4, to the effect that
such Party wishes to renegotiate this Agreement, this Agreement shall
automatically renew on a month to month basis and remain in full force and
effect on and after the expiration of the Term until terminated by either Party
as set forth below.


                    22.1.1
If, pursuant to Section 22.1, the Agreement continues in full force and effect
after the expiration of the Term, either Party may terminate the Agreement
ninety (90) days after delivering written notice to the other Party of its
intention to terminate this Agreement (“Termination Notice”) unless either
Party requests renegotiation of this Agreement within forty-five 45 days of
such Termination Notice. The date of a Party’s receipt of the other Party’s
request to renegotiate shall hereinafter be referred to as the “Renegotiation
Request Date.” Any such request shall be deemed by both Parties to be a good
faith request for Interconnection pursuant to Section 252 of the Act (or any
successor provision), regardless of which Party made such request. If the
Parties do not execute a new interconnection agreement within the respective
periods set forth under the Act, either Party may exercise its applicable
rights under the Act. If a Party then requests arbitration under §252 of the
Act subsequent to the Renegotiation Request Date, then each Party shall be
obligated to continue to perform its obligations and provide its services
described herein until a successor agreement is fully executed and effective in
accordance with the Department’s decision pursuant to section 252 of the Act
including any decisions on reconsideration. If neither Party requests
renegotiation within forty-five 45 days of the Termination Notice, this
Agreement shall terminate 90 days after the Termination Notice. Neither Party
shall have any liability to the other Party for termination of this Agreement
pursuant to this Section 22.1 other than to pay to the other Party any amounts
owed under this Agreement.


          22.2
Upon termination or expiration of this Agreement in accordance with this
Section 22.0:


	
  

 	
  

 
	
 (a)

 	
 each Party
 shall comply immediately with its obligations set forth in Section 28.4.4;

 
	
  

 	
  

 
	
 (b)

 	
 each Party
 shall promptly pay all amounts (including any late payment charges) owed
 under this Agreement;

 
	
  

 	
  

 
	
 (c)

 	
 each Party’s
 indemnification obligations shall survive termination or expiration of this
 Agreement.

 



          22.3
If either Party defaults in the payment of any amount due hereunder, or if
either Party violates any other provision of this Agreement, and such default
or violation shall continue for sixty (60) days after written notice thereof,
the other Party may terminate this Agreement and services hereunder by written
notice; provided the other Party has provided the defaulting Party and the
appropriate federal and/or state regulatory bodies with written notice at least
twenty-five (25) days’ prior to terminating service. Notice shall be posted by
overnight mail, return receipt requested. If the defaulting Party cures the
default or violation within the twenty-five (25) day period, the other Party
will not terminate service or this Agreement but shall be entitled to recover
all costs, if any, incurred by it in connection with the default or violation,
including, without limitation, costs incurred to prepare for the termination of
service.


65





          22.4
If either Party seeks to renegotiate this Agreement, unless otherwise agreed by
the Parties, it must provide written notice thereof to the other Party no
earlier than nine (9) months and no later than ninety 90 days prior to the
expiration of the Term. The date of a Party’s receipt of the other Party’s
request to renegotiate shall hereinafter be referred to as the “Renegotiation
Request Date.” Any such request shall be deemed by both Parties to be a good
faith request for Interconnection pursuant to Section 252 of the Act (or any
successor provision), regardless of which Party made such request. If the
Parties do not execute a new interconnection agreement within the respective
periods set under the Act, either Party may exercise its applicable rights
under the Act. If a Party then requests arbitration under §252 of the Act
subsequent to the Renegotiation Request Date, each Party shall be obligated to continue
to perform its obligations and provide its services described herein until a
successor agreement is fully executed and effective in accordance with the
Department’s decision pursuant to section 252 of the Act including any
decisions on reconsideration.


23.0 DISCLAIMER OF REPRESENTATIONS AND
WARRANTIES


EXCEPT AS
EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FACILITIES OR
ARRANGEMENTS PROVIDED HEREUNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE
PARTIES DISCLAIM ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.


24.0 INDEMNIFICATION


          24.1
Verizon agrees to indemnify, defend and hold harmless AT&T Broadband from
and against any and all Losses resulting from any claims, demands, suits,
governmental proceedings, or other actions:


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property of any person, arising
 from transactions or activities relating to this Agreement, to the extent
 such injury, death, damage, destruction or loss, was proximately caused by
 the negligent or otherwise tortious acts or omissions of Verizon; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 made, instituted, or asserted by Verizon’s own Customer(s) against AT&T
 Broadband arising out of AT&T Broadband’s provision of services to
 Verizon under this Agreement (except for a Loss as to which AT&T Broadband
 is obligated to indemnify Verizon under Section 24.2(a)).

 



          24.2
AT&T Broadband agrees to indemnify, defend and hold harmless Verizon from
and against any and all Losses resulting from any and all claims, demands,
suits, governmental proceedings, or other actions


66









	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property, owned by any person,
 arising from transactions or activities relating to this Agreement, to the
 extent such injury, death, damage, destruction or loss, was proximately
 caused by the negligent or otherwise tortious acts or omissions of AT&T
 Broadband; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 made, instituted, or asserted by AT&T Broadband’s own Customer(s) against
 Verizon arising out of Verizon’s provision of services to AT&T Broadband
 under this Agreement (except for a Loss as to which Verizon is obligated to
 indemnify AT&T Broadband under Section 24.1(a)).

 



          24.3
Nothing in Sections 24.1 and 24.2 shall affect or limit any claims, remedies,
or other actions the indemnifying Party may have against the indemnified Party
under this Agreement, any other contract, any applicable Tariff(s), or
Applicable Law, relating to the indemnified Party’s provision of services,
facilities or arrangements to the indemnifying Party under this Agreement.


          24.4
A Party’s obligation to indemnify the other Party as provided herein shall be
conditioned upon the following:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The indemnified Party shall promptly notify the indemnifying Party of any
 action taken against the indemnified Party relating to the indemnification.
 However, the failure to give such notice shall release the Indemnifying Party
 from its obligations under this Section 24.0 only to the extent the failure
 to give such notice has prejudiced the indemnifying Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The indemnifying Party shall have sole authority to defend any such action,
 including the selection of legal counsel, and the indemnified Party may engage
 separate legal counsel only at the indemnified Party’s sole cost and expense.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In no event shall the indemnifying Party settle or consent to any judgment in
 an action without the prior written consent of the indemnified Party, which
 consent shall not be unreasonably withheld. However, in the event the
 settlement or judgment requires a contribution from or affects the rights of
 the indemnified Party, the indemnified Party shall have the right to refuse
 such settlement or judgment and, at its own cost and expense, take over the
 defense against such Loss, provided that in such event the indemnifying Party
 shall not be responsible for, nor shall it be obligated to indemnify the
 indemnified Party against, the Loss for any amount in excess of such refused
 settlement or judgment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The indemnified Party shall, in all cases, assert any and all provisions in
 its Tariffs that limit liability to third parties as a bar to any recovery by
 the third party claimant in excess of such limitation of liability.

 


67









	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 The indemnified Party shall offer the indemnifying Party all reasonable
 cooperation and assistance in the defense of any such action.

 



          24.5
Each Party agrees that it will not implead or bring any action against the
other Party or its affiliates, or any of their respective directors, officers,
agents or employees, 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 and that arises out of performance of this Agreement.


25.0 LIMITATION OF LIABILITY


          25.1
The liability of either Party to the other Party for damages, claims or other
losses arising out of failure to comply with a direction to install, restore or
terminate facilities, or out of failures, mistakes, omissions, interruptions,
delays, errors, defects or the like (collectively, “Errors”) occurring in the
course of furnishing any services, arrangements, or facilities hereunder shall
be determined in accordance with the terms of the applicable Tariff(s) of the
providing Party. In the event no Tariff(s) apply, the providing Party’s
liability for such Errors shall not exceed an amount equal to the pro rata
applicable monthly charge for the period in which such Errors occur. Except as
otherwise required by Applicable Law, recovery of said amount shall be the
injured Party’s sole and exclusive remedy against the providing Party for such
Errors.


          25.2
Neither Party shall be liable to the other Party in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance, punitive, or like damages, including,
without limitation, damages for lost profits (collectively, “Consequential Damages”),
regardless of the form of action, whether in contract, warranty, strict
liability, tort or otherwise, including, without limitation, negligence of a
Party, even if the other Party has been advised of the possibility of such
damages; provided that the foregoing shall not limit a Party’s obligation under
Section 24 hereof.


26.0 PERFORMANCE STANDARDS FOR SPECIFIED
ACTIVITIES 


	
  

 	
  

 	
  

 
	
  

 	
 26.1 Performance Standards

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.1

 	
 Verizon
 shall provide Interconnection and unbundled Network Elements, and make its
 Telecommunication Services available for resale, all as set forth herein, in
 accordance with the performance standards set forth in Section 251(c) of the
 Act and the FCC Regulations.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.2

 	
 Except as
 set forth in Sections 26.1.3.4 and 26.1.4 below the Parties agree that the
 performance standards and remedies approved by the Department in the
 Consolidated Arbitrations (D.T.E. 96-73/74, 96-75, 96-80/81, 96-83, 96-94)
 (“Consolidated Arbitration”) as of the Effective Date of this Agreement, as
 they may be amended, revised, supplemented or replaced from time to time,
 shall be incorporated by reference into this Agreement and shall govern the
 provision of services and arrangements

 


68









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 hereunder.
 If Verizon implements performance standards and performance credits or
 payments (a “Performance Assurance Plan”) in conjunction with Verizon’s
 application to provide interLATA service in Massachusetts or in conjunction
 with an application for other Federal or Massachusetts regulatory agency
 approval, or if the Department or FCC requires Verizon to implement a
 Performance Assurance Plan, Verizon may reduce the credits and payments due
 to AT&T Broadband pursuant to the Consolidated Arbitration by any credits
 or payments due to AT&T Broadband pursuant to the Performance Assurance
 Plan to the extent that such a Performance Assurance Plan contains
 measurements which are the same or substantially similar to those contained
 in the Consolidated Arbitration.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.3

 	
 Local
 Number Portability (“LNP”) Performance Credits

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.3.1

 	
 A Party
 performing LNP transfer of telephone numbers (“Porting Party”) to the Party
 receiving the numbers (“Receiving Party”) will provide bill credits to the
 Receiving Party for failure to transfer the numbers “On-Time” (as defined in
 Schedule 26.1) as follows. If the Porting Party’s performance for the
 calendar quarter1 is 95% of numbers transferred On-Time or above,
 no credits will be due. If the Porting Party’s performance for the calendar
 quarter is less than 95% of numbers transferred On-Time, and the Porting
 Party has transferred at least 100 numbers to the Receiving Party during the
 calendar quarter, the Porting Party shall provide a bill credit to the
 Receiving Party in the amount of $2000 for each percentage point2
 by which the Porting Party’s performance falls below 95% of numbers
 transferred On-Time.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.3.2

 	
 Within
 thirty (30) days after the end of each calendar quarter, each Porting Party
 shall report to the Receiving Party the percentage of On-Time number
 transfers performed by the Porting Party for the Receiving Party during the
 calendar quarter. If the Porting Party’s performance is below 95% On-Time,
 the Porting Party shall apply the credit provided for in Section 26.1.3.1 to
 an appropriate Receiving Party bill within sixty (60) days after the end of
 the calendar quarter.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.3.3

 	
 If Verizon
 implements performance standards and performance credits or payments for LNP
 On-Time performance (a “Performance Assurance Plan”) in conjunction with
 Verizon’s application to provide interLATA service in Massachusetts or in
 conjunction with an application for other Federal or Massachusetts regulatory
 agency approval, or if the Department or FCC requires Verizon to implement a
 Performance Assurance Plan, AT&T Broadband, at its option, may obtain
 credits or payments

 



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


2 In calculating
the number of percentage points by which the Porting Party’s performance falls
below 95% of numbers transferred on time, a fractional percentage point will be
rounded-up to the next whole percentage point. For instance, a performance of
93.7% On-Time represents a performance of 1.3 percentage points below the 95%
standard. The performance of 1.3 percentage points below the 95% standard would
be rounded-up to 2 percentage points below the 95% standard.


69









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 payable
 under a Performance Assurance Plan or credits or payments under this Section,
 but not both.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.4 

 	
 Customer Credits

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.4.1

 	
 If a Porting
 Party fails to transfer a telephone number “On-Time” (as defined in Schedule
 26.1) (“Porting Failure”), and as a direct result of this Porting Failure a
 customer’s line is without dialtone or the customer cannot receive incoming
 calls for longer than two (2) hours and the Receiving Party provides the
 customer with a bill credit or payment because of this outage, the Porting
 Party shall provide the Receiving Party with a bill credit equal to the bill
 credit or payment provided by the Receiving Party to the customer, not to
 exceed $25 per out-of-service customer line per day for each day the line is
 without dialtone or the customer cannot receive incoming calls for longer
 than two (2) hours as a direct result of the Porting Failure.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.4.2

 	
 Each
 Receiving Party shall within thirty (30) days after the end of each calendar
 quarter provide to the Porting Party an itemized statement showing
 line-by-line the credits or payments provided by the Receiving Party to
 customers for Porting Failure outages and the duration of each outage for
 which a credit or payment was provided by the receiving Party to a customer.
 Any customer compensation credits due pursuant to this Section 26.1.4 shall
 be credited by the Porting Party to an appropriate Receiving Party bill
 within forty-five (45) days after the Porting Party receives the statement
 from the Receiving Party.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.4.3

 	
 If Verizon
 implements performance standards and performance credits or payments for LNP
 On-Time performance (a “Performance Assurance Plan”) in conjunction with
 Verizon’s application to provide interLATA service in Massachusetts or in
 conjunction with an application for other Federal or Massachusetts regulatory
 agency approval, or if the Department or FCC requires Verizon to implement a
 Performance Assurance Plan, AT&T Broadband, at its option, may obtain
 credits or payments payable under a Performance Assurance Plan or credits or
 payments under this Section, but not both.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.5

 	
 Confirmation
 of LNP Requested Due Dates

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.5.1

 	
 Pursuant to
 the Department’s Order on Impasse Issues, DTE 99-42/43, dated December 14,
 2000, the following provisions on the confirmation of LNP requested due dates
 shall apply until otherwise ordered by the Department.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.5.2

 	
 The
 Receiving Party shall submit accurate and timely LSRs with valid due dates
 consistent with the LNP Due Dates set forth in Schedule 26.1 (“Requested Due
 Date”).

 


70









	
  

 	
  

 	
  

 
	
  

 	
 26.1.5.3

 	
 If, based on
 the Receiving Party’s records, the Porting Party fails to provide a Firm Order
 Confirmation reflecting the Requested Due Date (“LNP Confirmation
 Discrepancy”), the Receiving Party shall notify the designated representative
 of the Porting Party of such Discrepancy in a manner mutually agreed to by
 the Parties. The Porting Party will timely investigate the LNP Confirmation
 Discrepancy and report back to the Receiving Party with the results of its
 investigation and implement corrective action, if required.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.5.4

 	
 If, based on
 the Receiving Party’s records, LNP Confirmation Discrepancies occur for five
 percent (5%) or more of the accurate and timely LSRs submitted by the
 Receiving Party over any month (“Monthly LNP Discrepancy”), the Receiving
 Party shall notify the designated representative of the Porting Party in
 writing or electronically of such Discrepancy and the Porting Party shall
 undertake a review and root cause analysis to determine if such Monthly LNP
 Discrepancy has occurred and, if so, undertake a process improvement effort
 to correct the problem. The Porting Party shall complete its review and root
 cause analysis and notify the Receiving Party of its process improvement
 efforts, if required, within thirty (30) days of written or electronic
 notification from the Receiving Party of the Monthly LNP Discrepancy. As part
 of its process improvement efforts, if required, the Porting Party shall
 collect and analyze the relevant data relating to ported numbers associated
 with the Monthly LNP Discrepancy for three months beginning with the first
 day of the Monthly LNP Discrepancy. The Receiving Party shall cooperate with
 the Porting Party in its review and root cause analysis and the
 implementation of corrective action, if any.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.1.5.5

 	
 If Verizon
 implements performance standards and performance credits or payment for LNP
 Confirmation Discrepancies or Monthly LNP Discrepancies as part of a
 Performance Assurance Plan in conjunction with Verizon’s application to
 provide interLATA service in Massachusetts or in conjunction with an
 application for other Federal or Massachusetts regulatory agency approval, or
 if the Department or FCC requires Verizon to implement a Performance
 Assurance Plan, AT&T Broadband may obtain credits or payments payable
 under a Performance Assurance Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.2 Performance Reporting

 
	
  

 	
  

 	
  

 
	
  

 	
 26.2.1

 	
 To the
 extent required by the FCC Order in “In the Applications of NYNEX
 Corporation, Transferor, and Verizon Corporation, Transferee, For Consent to
 Transfer Control of NYNEX Corporation and its Subsidiaries,” 12 FCC Rcd
 19985, NSD-L-96-10, Memorandum Opinion and Order (August 14, 1997) (“Merger
 Order”), Verizon shall provide Performance Monitoring Reports to AT&T
 Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.2.2

 	
 To the
 extent required by a final order of the FCC approving the proposed
 acquisition of GTE Corporation by Verizon Corporation (In the Matter of GTE
 Corporation,

 


71









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transferor,
 and Verizon Corporation, Transferee, For Consent to Transfer of Control, FCC
 CC Docket No. 98-184), Verizon shall provide performance measurement results
 (“Performance Measurement Results”) to AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 26.2.3

 	
 AT&T
 Broadband agrees that the information in the Performance Monitoring Reports
 and the information in the Performance Measurement Results is confidential
 and proprietary to Verizon, and shall be used by AT&T Broadband solely
 for internal performance assessment purposes, for purposes of joint AT&T
 Broadband and Verizon assessments of service performance, and for reporting
 to the Commission, the FCC, or courts of competent jurisdiction, under cover
 of an agreed-upon protective order, for the sole purpose of enforcing
 Verizon’s obligations hereunder. AT&T

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Broadband
 shall not otherwise disclose this information to third parties.

 



27.0 COMPLIANCE WITH LAWS; REGULATORY
APPROVAL


          27.1
Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement. Each Party shall promptly notify the other Party in
writing of any governmental action that suspends, cancels, withdraws, limits,
or otherwise materially affects its ability to perform its obligations
hereunder.


          27.2
The Parties understand and agree that this Agreement will be filed with the
Department and may thereafter be filed with the FCC as an integral part of
Verizon’s application pursuant to Section 271(d) of the Act.


          27.3
In the event of a change in Applicable Law that materially affects any material
term of this Agreement, the rights or obligations of either Party hereunder, or
the ability of either Party to perform any material provision hereof, the
Parties shall renegotiate in good faith such affected provisions with a view
toward agreeing to acceptable new terms as may be required or permitted as a
result of such legislative, regulatory, judicial or other legal action.


          27.4
Notwithstanding anything herein to the contrary, if, as a result of any
decision, order or determination of any judicial or regulatory authority with
jurisdiction over the subject matter hereof, it is determined that Verizon is
not required to furnish any service, facility or arrangement, or to provide any
benefit required to be furnished or provided to AT&T Broadband hereunder,
then Verizon may, subject to the restrictions set forth below, discontinue the
provision of any such service, facility, arrangement or benefit to the extent
permitted by any such decision, order or determination. Verizon shall continue
to provide the service, facility, arrangement, or benefit, ordered by AT&T
Broadband as of the date of such decision, order, or determination, unchanged
until the amendment to this Agreement has been approved by the Department. If
the Parties are unable to agree on such an amendment to this Agreement, then
either Party may invoke the dispute resolution provision of Section 28.9.


72





28.0
MISCELLANEOUS


          28.1
Authorization


                    28.1.1
Verizon is a corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to execute and deliver this Agreement and to perform the obligations
hereunder.


                    28.1.2
AT&T Broadband is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts, and has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder.


                    28.1.3
AT&T Broadband represents that it is, or intends to become, a provider of
Telephone Exchange Service to subscribers offered predominantly over its own
Telephone Exchange Service facilities in combination with the use of unbundled
Network Elements purchased from another entity and the resale of the
Telecommunications Services of other carriers.


          28.2
Independent Contractor; Disclaimer of Agency


          Each
Party shall perform services hereunder as an independent contractor and nothing
herein shall be construed as creating any other relationship between the
Parties. Each Party and each Party’s contractor shall be solely responsible for
the withholding or payment of all applicable federal, state and local income
taxes, social security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers’ compensation acts. Each Party has
sole authority and responsibility to hire, fire and otherwise control its
employees. Except for provisions herein expressly authorizing a Party to act
for another, 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 or in the name or on behalf of the other
Party unless otherwise expressly permitted by such other Party. 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.


          28.3 Force Majeure


          Neither
Party shall be responsible for delays or failures in performance resulting from
acts or occurrences beyond the reasonable control of such Party, including,
without limitation: adverse weather conditions, fire, explosion, power failure,
acts of God, war, revolution, civil commotion, or acts of public enemies; any
law, order, regulation, ordinance or requirement of any governmental or legal
body; labor unrest, including, without limitation, strikes, slowdowns, picketing
or boycotts; or delays caused by the other Party or by other service or
equipment vendors; or any other acts or occurrences beyond the Party’s
reasonable control, in each case regardless of whether such delays or failures
in performance were foreseen or foreseeable as of the date of this Agreement
(any of the foregoing, a “Force Majeure Event”). In such event, the
nonperforming Party shall, upon giving prompt notice to the other Party, be


73






excused from
such performance on a day-to-day basis to the extent of such interference (and
the other Party shall likewise be excused from performance of its obligations
on a day-to-day basis to the extent such Party’s obligations relate to the
performance so interfered with). The non-performing Party shall use its
commercially reasonable efforts to avoid or remove the cause(s) of
non-performance and both Parties shall proceed to perform with dispatch once
the cause(s) are removed or cease. Notwithstanding the above, in no case shall
a Force Majeure Event excuse either Party from the obligation to pay money when
due under this Agreement, nor require the non-performing Party to settle any
labor dispute except as the non-performing Party, in its sole discretion,
determines appropriate. 


          28.4
Confidentiality 


                    28.4.1
All information, including but not limited to specifications, microfilm,
photocopies, magnetic disks, magnetic tapes, drawings, sketches, models,
samples, tools, technical information, data, employee records, maps, financial
reports, and market data, that is furnished by one Party to the other Party and
that: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 contains
 customer specific, facility specific, or usage specific information, other
 than customer information communicated for the purpose of publication or
 directory database inclusion, or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 is in
 written, graphic, electromagnetic, or other tangible form and marked at the
 time of delivery as “Confidential” or “Proprietary,” or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 is communicated
 orally and declared to the receiving Party at the time of delivery, and by
 written notice given to the receiving Party within ten (10) days after
 delivery, to be “Confidential” or “Proprietary” (collectively referred to as
 “Proprietary Information”), 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 shall remain
 the property of the disclosing Party. 

 



                    28.4.2
Each Party shall keep all of the other Party’s Proprietary Information
confidential in the same manner it holds its own Proprietary Information
confidential (which in all cases shall be no less than in a commercially
reasonable manner) and shall use the other Party’s Proprietary Information only
for performing the covenants contained in this Agreement. Neither Party shall
use the other Party’s Proprietary Information for any other purpose except upon
such terms and conditions as may be agreed upon between the Parties in writing
or to enforce its rights hereunder (provided that the Party wishing to disclose
the other Party’s Proprietary Information submits the same to the Department or
courts of competent jurisdiction, as applicable, under a request for a
protective order). 


                    28.4.3
Unless otherwise agreed, the obligations of confidentiality and non-use set
forth in this Agreement do not apply to such Proprietary Information that:


74









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 was, at the
 time of receipt, already known to the receiving Party free of any obligation
 to keep it confidential as evidenced by written records prepared prior to
 delivery by the disclosing Party; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 is or
 becomes publicly known through no wrongful act of the receiving Party; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 is
 rightfully received from a third person having no direct or indirect secrecy
 or confidentiality obligation to the disclosing Party with respect to such
 information; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 is
 independently developed by an employee, agent, or contractor of the receiving
 Party that is not involved in any manner with the provision of services
 pursuant to this Agreement and does not have any direct or indirect access to
 the Proprietary Information; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 is approved
 for release by written authorization of the disclosing Party; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 is required
 to be made public 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 orders. 

 



                    28.4.4
Following termination or expiration of this Agreement, and upon request by the
disclosing Party, the receiving Party shall return all tangible copies of
Proprietary Information, whether written, graphic, electromagnetic or
otherwise, except that the receiving Party may retain one copy for archival purposes
only. 


                    28.4.5
Notwithstanding any other provision of this Agreement, the provisions of this
Section 28.4 shall apply to all Proprietary Information furnished by either
Party to the other in furtherance of the purpose of this Agreement, even if
furnished before the Effective Date. 


          28.5
Choice of Law 


          The
construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the laws of the state in which
this Agreement is to be performed, except for its conflicts of laws provisions.
In addition, insofar as and to the extent federal law may apply, federal law
will control. 


          28.6
Taxes 


                    28.6.1
In General. With respect to any purchase hereunder of services,
facilities or arrangements, if any federal, state or local tax, fee, surcharge
or other tax-like charge (a “Tax”) is required or permitted by Applicable Law
to be collected from the purchasing Party by the providing


75





Party, then
(i) the providing Party shall properly bill the purchasing Party for such Tax,
(ii) the purchasing Party shall timely remit such Tax to the providing Party
and (iii) the providing Party shall timely remit such collected Tax to the
applicable taxing authority. 


                    28.6.2
Taxes Imposed on the Providing Party With respect to any purchase
hereunder of services, facilities or arrangements, 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 (i) shall
provide the providing Party with notice in writing in accordance with Section
28.6.6 of this Agreement of its intent to pay the Receipts Tax and (ii) shall
timely pay the Receipts Tax to the applicable tax authority. 


                    28.6.3
Taxes Imposed on Customers With respect to any purchase hereunder of
services, facilities or arrangements 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 (i) shall be required to
impose and/or collect such Tax from the Subscriber and (ii) shall timely remit
such Tax to the applicable taxing authority. 


                    28.6.4
Liability for Uncollected Tax, Interest and Penalty If the providing
Party has not received an exemption certificate and fails to collect any Tax as
required by Section 28.6.1, then, as between the providing Party and the
purchasing Party, (i) the purchasing Party shall remain liable for such
uncollected Tax and (ii) 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 28.6.1, 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 28.6.1 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 28.6.2, 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 28.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party
shall remain liable for such uncollected Tax and 


76





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. 


                    28.6.5
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 28.6.6. 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 (i) 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 (ii)
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. 


                    28.6.6
If any discount or portion of a discount in price provided to AT&T
Broadband under this Agreement (including, but not limited to, a wholesale
discount provided for in Exhibit A) is based on anticipated Tax savings to
Verizon because it was anticipated that receipts from sales of Verizon services
that would otherwise be subject to a Tax on such receipts could be excluded
from such Tax under Applicable Law because the Verizon services would be sold
to AT&T Broadband for resale, and Verizon is, in fact, required by
Applicable Law to pay such Tax on receipts from sales of Verizon services to
AT&T Broadband, then, as between Verizon and AT&T Broadband, AT&T
Broadband shall be liable for, and shall indemnify and hold harmless Verizon
against (on an after-tax basis), any such Tax and any interest and/or penalty
assessed by the applicable taxing authority on either AT&T Broadband or Verizon
with respect to the Tax on Verizon’s receipts. 


                    28.6.7
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 28.6, 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 28.10 as well as to the following: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To Verizon:

 	
  

 	
 Tax
 Administration

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Verizon
 Communications

 
	
  

 	
  

 	
  

 	
 1095 Avenue
 of the

 
	
  

 	
  

 	
  

 	
 Americas

 
	
  

 	
  

 	
  

 	
 Room 3109

 
	
  

 	
  

 	
  

 	
 New York, NY
 10036

 


77









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To AT&T
 Broadband:

 	
  

 	
 Tax
 Administration

 
	
  

 	
  

 	
  

 	
 AT&T
 Broadband of Delaware,

 
	
  

 	
  

 	
  

 	
 Inc. 188
 Inverness Drive West

 
	
  

 	
  

 	
  

 	
 Suite 700

 
	
  

 	
  

 	
  

 	
 Englewood,
 CO 80111

 



Either Party
may from time to time designate another address or other addressees by giving
notice is accordance with the terms of this Section 28.6. Any notice or other
communication shall be deemed to be given when received. 


          28.7
Assignment 


          Neither
Party may assign this Agreement or any of its rights or obligations hereunder
to a third party without the written consent of the other Party; provided,
however, that either Party may assign this Agreement to an affiliate, with the
other Party’s prior written consent, upon the provision of reasonable evidence
by the proposed assignee that it has the resources, ability, and authority to
provide satisfactory performance under this Agreement and that the proposed
assignee is in good standing with Verizon. Any assignment or delegation in
violation of this Section 28.7 shall be void and ineffective and constitute a
default of this Agreement. For the purposes of this Section, the term
“affiliate” shall mean any entity that controls, is controlled by, or is under
common control with the assigning Party. 


          Notwithstanding
anything to the contrary in this Agreement, in connection with the proposed
merger between AT&T Corp. and AT&T Broadband Phone of Massachusetts,
LLC., the parent corporation of AT&T Broadband, AT&T Broadband may
assign this Agreement without consent to AT&T Corp. or a subsidiary of
AT&T Corp. at any time following closing of said merger on thirty (30) days
prior written notice to Verizon; provided that AT&T Corp. or such
subsidiary of AT&T Corp. qualifies as a requesting Telecommunications
Carrier under the Act. 


          28.8
Billing and Payment; Disputed Amounts 


                    28.8.1
Except as may otherwise be provided in this Agreement, each Party shall submit
on a monthly basis an itemized statement of charges incurred by the other Party
during the preceding month(s) for services, facilities or arrangements provided
hereunder. Payment of amounts billed under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, on the later of (a) thirty (30) days following the date
of such statement, or (b) twenty (20) days from the date of receipt of such statement.



                    28.8.2
Although it is the intent of both Parties to submit timely and accurate
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 


78





Party under
this Agreement, and the billed Party shall not be entitled to dispute the
billing Party’s statement(s) based on such Party’s failure to submit them in a
timely fashion. 


                    28.8.3
If any portion of an amount due to a Party (the “Billing Party”) under this
Agreement is subject to a bona fide dispute between the Parties, the Party
billed (the “Non-Paying Party”) shall within thirty (30) days of its receipt of
the invoice containing such disputed amount 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. The Non-Paying Party
shall pay when due (i) all undisputed amounts to the Billing Party and (ii) all
Disputed Amounts into an interest bearing escrow account with a third party
escrow agent mutually agreed upon by the Parties, provided that the Billing
Party has responded to the Non-Paying Party’s billing inquiries within ten (10)
business days. 


                    28.8.4
If the Parties are unable to resolve the issues related to the Disputed Amounts
in the normal course of business within sixty (60) days after delivery to the
Billing Party of notice of the Disputed Amounts, each of the Parties shall
appoint a designated representative who has authority to settle the dispute and
who is at a higher level of management than the persons with direct
responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored. 


                    28.8.5
If the Parties are unable to resolve issues related to the Disputed Amounts
within forty-five (45) days after the Parties’ appointment of designated
representatives pursuant to Section 28.8.4, or if either Party fails to appoint
a designated representative within thirty (30) days of the end of the sixty
(60) day period referred to in Section 28.8.4, then either Party may file a
complaint with the Department to resolve such issues or proceed with any other
remedy pursuant to law or equity. 


                    28.8.6
The Parties agree that all negotiations pursuant to this Section 28.8 shall
remain confidential and shall be treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence and state rules of
evidence. 


                    28.8.7
Undisputed charges which are not paid when due pursuant to Section 28.8.1 shall
be subject to a late payment charge. The late payment charge shall be an amount
specified by the billing Party which shall not exceed a rate of one and
one-half percent (11/2%) of the overdue amount (including any unpaid previously
billed late payment charges) per month. 


          28.9
Dispute Resolution 


          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, in the
first instance. Should such negotiations fail to resolve the dispute 


79





within thirty
(30) days of notification or as otherwise agreed to by the Parties, either
Party may initiate an appropriate action in any regulatory or judicial forum of
competent jurisdiction 


          28.10
Notices 


          Except
as otherwise provided in this Agreement, notices given by one Party to the
other Party under this Agreement shall be in writing and shall be (a) delivered
personally, (b) delivered by express delivery service, (c) mailed, certified
mail or first class U.S. mail postage prepaid, return receipt requested, or (d)
delivered by telecopy to the following addresses of the Parties: 


	
  

 	
  

 	
  

 
	
  

 	
 To AT&T Broadband:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 AT&T Broadband Phone of Massachusetts,

 	
  

 
	
  

 	
 LLC. Commercial Transactions -

 	
  

 
	
  

 	
 Interconnection

 	
  

 
	
  

 	
 188 Inverness Drive West

 	
  

 
	
  

 	
 Suite 600

 	
  

 
	
  

 	
 Englewood, Colorado 80112

 	
  

 
	
  

 	
 Telephone: (303) 858-3551

 	
  

 
	
  

 	
 Facsimile: (303) 858-3491

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 AND

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 AT&T Broadband Phone of Massachusetts,

 	
  

 
	
  

 	
 LLC. Attention: Ms. Stacey Parker

 	
  

 
	
  

 	
 Counsel – Director of Regulatory

 	
  

 
	
  

 	
 Affairs 6 Campanelli Drive

 	
  

 
	
  

 	
 Andover, Massachusetts 01810

 	
  

 
	
  

 	
 Telephone: (978) 258-4250

 	
  

 
	
  

 	
 Facsimile: (978) 683-7057

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 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

 	
  

 


80






	
  

 	
  

 	
  

 
	
  

 	
 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 (i) the date of actual receipt, (ii) the next
business day when notice is sent via express mail or personal delivery, (iii)
three (3) days after mailing in the case of first class or certified U.S. mail,
or (iv) on the date set forth on the confirmation in the case of telecopy. 


          28.11
Joint Work Product 


          This
Agreement is the joint work product of the Parties and has been negotiated by
the Parties and their respective counsel and shall be fairly interpreted in
accordance with its terms and, in the event of any ambiguities, no inferences
shall be drawn against either Party. 


          28.12
No Third Party Beneficiaries 


          This
Agreement is for the sole benefit of the Parties and their permitted assigns,
and nothing herein express or implied shall create or be construed to create
any third-party beneficiary rights hereunder. 


          28.13
No Licenses 


                    28.13.1
Nothing in this Agreement shall be construed as the grant of a license with
respect to any patent, copyright, trademark, trade name, trade secret or any
other proprietary or intellectual property now or hereafter owned, controlled
or licensable by either Party. 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. 


                    28.13.2
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 Customers based on or arising
from any claim, demand, or proceeding by any third party alleging or asserting
that the use of any circuit, apparatus, or system, or the use of any software,
or the performance of any service or method, or the provision of any facilities
by either Party under this Agreement, alone or in combination with that of the
other Party, constitutes direct, vicarious or contributory infringement or
inducement to infringe, misuse or misappropriation of any patent, 


81






copyright, trademark, trade secret, or any other
proprietary or intellectual property right of any Party or third party. Each
Party, however, shall offer to the other reasonable cooperation and assistance
in the defense of any such claim.


                    28.13.3
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 FACILITIES, ARRANGEMENTS, OR
SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF
INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT.


                    28.13.4
AT&T Broadband agrees that the rights granted by Verizon hereunder shall,
where applicable, be subject to the restrictions, if any, contained in any
current software license agreements between Verizon and Verizon’s software
vendors. AT&T Broadband acknowledges that functions and features made
available to it hereunder through the use of third party proprietary products
may involve additional terms and conditions and/or separate licensing to
AT&T Broadband.


          28.14 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 AT&T
Broadband’s ability to provide service using certain technologies. Nothing in
this Agreement shall limit Verizon’s ability to upgrade its network through the
incorporation of new equipment, new software or otherwise. Verizon shall
provide notice of such upgrades to the extent and in the manner required by
Section 9.5 of this Agreement. AT&T Broadband shall be solely responsible
for the cost and effort of accommodating such changes in its own network.


          28.15 Survival


          The
Parties’ obligations under this Agreement which by their nature are intended to
continue beyond the termination or expiration of this Agreement (including,
without limitation, the obligation to pay amounts owed hereunder (to include
indemnification obligations) and the obligation to protect the other Party’s
Proprietary Information) shall survive the termination or expiration of this
Agreement.


          28.16 Entire Agreement


          The
terms contained in this Agreement and any Schedules, Exhibits, Tariffs and
other documents or instruments referred to herein that are incorporated into
this Agreement by this reference constitute the entire agreement between the
Parties with respect to the subject matter hereof, and supersede any and all
prior understandings, proposals and other communications, oral or written
regarding such subject matter. Neither Party shall be bound by any preprinted
terms additional to or


82





different from those in this Agreement that may appear
subsequently in the other Party’s form documents, purchase orders, quotations,
acknowledgments, invoices or other communications.


          28.17 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.


          28.18 Modification, Amendment, Supplement, or Waiver


          No
modification, amendment, supplement to, or waiver of the Agreement or any of
its provisions shall be effective and binding upon the Parties unless it is
made in writing and duly signed by the Parties. A failure or delay of either
Party to enforce any of the provisions hereof, to exercise any option which is
herein provided, or to require performance of any of the provisions hereof
shall in no way be construed to be a waiver of such provisions or options.


          28.19 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.


          28.20 Publicity and Use of Trademarks or Service Marks


Unless
authorized in writing, neither AT&T Broadband nor its subcontractors shall
use any trademarks, service marks or trade names consisting of or incorporating
“Verizon”, any marks or names confusingly similar thereto, or any other marks
and names that Verizon or its affiliates may subsequently adopt as a corporate
name (collectively, the “Verizon Marks”) in any false or misleading manner, or
in any other manner that is likely to cause confusion, or to cause mistake, or
to deceive as to the sponsorship, affiliation, connection, association or
endorsement of AT&T Broadband by Verizon or its affiliates. Without
limiting the foregoing, AT&T Broadband shall not represent that (a) it is
directly or indirectly affiliated with Verizon or its affiliates; (b) it has a
special relationship with Verizon or its affiliates; (c) it is offering
services or discounts on behalf of Verizon or its affiliates; or (d) it is an
authorized agent or subsidiary of Verizon or its affiliates. In the event that
AT&T Broadband purchases directory assistance services branded with the
Verizon or its affiliates Mark, upon any inquiry from either Party’s
Customer(s) or any other person, organization, government agency, carrier or
court, about AT&T Broadband’s offering of these branded services, AT&T
Broadband shall disclaim any connection with Verizon or its affiliates, and
shall expressly inform the inquirer that AT&T Broadband has no corporate
affiliation with, and is not endorsed by, Verizon or its affiliates.


          28.21 Cooperation With Law Enforcement


          Verizon
may cooperate with law enforcement authorities to the full extent required or
permitted by Applicable Law in matters related to services provided by Verizon
hereunder, including, but not


83





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 operations; and the installation of
wiretaps, trap-or-trace devices and pen registers. Verizon shall not have the
obligation to inform the Customers of AT&T Broadband of such law
enforcement requests, except to the extent required by Applicable Law. Verizon
will inform AT&T Broadband of such law enforcement requests, unless an
appropriate governmental authority requests that notice to AT&T Broadband
be withheld, or such disclosure is otherwise inconsistent with Applicable Law.
Where a law enforcement request relates to the establishment of new lines
(including, but not limited to, lines established to support interception of
communications on other lines), or the installation of services on existing
lines, Verizon may take measures to prevent CLECs from obtaining access to
information concerning such lines or services through operations support system
interfaces, whenever an appropriate governmental authority so requests. A
request that the existence of the lines or services not be disclosed shall be
interpreted as including a request to block access to information concerning
the lines or services through operations support system interfaces. Verizon
will not be liable to any person for any economic harm, personal injury,
invasion of any right of privacy, or any other harm, loss or injury, caused or
claimed to be caused, directly or indirectly, by actions taken by Verizon to
block, or by its failure to block, access to information concerning particular
lines or services through operations support systems interfaces or otherwise.


          28.22 Year 2000 Compliance


          28.22.1
As used herein, the term “Year 2000 Compliant” shall mean that, on and after
January 1, 2000, a Party’s provision of services to the other Party hereunder
shall not be materially impaired because of the failure of the providing
Party’s owned or operated systems, software or equipment to correctly process,
calculate and transmit dates of January 1, 2000 or later, or data relating to
dates of January 1, 2000 or later.


          28.22.2
Each Party’s goal is to have all its network services Year 2000 Compliant by
June 30, 1999. Not later than June 30, 1999, each Party will notify the other
Party by letter, newsletter, bill insert, Internet website, or any combination
thereof, regarding the Year 2000 Compliance status of services to be provided
to the other Party hereunder. Where a service is reported as non-compliant, the
notice will include the anticipated target date for such compliance.


          28.22.3
Each Party warrants that the services to be provided to the other Party
hereunder will be Year 2000 Compliant, as provided in Section (a) above. In the
event of a breach of the foregoing warranty, the following exclusive remedies
shall apply: (i) the breaching Party, at its own cost, shall remedy the breach
as quickly as commercially reasonable; and (ii) for each day that the breach
continues, the non-breaching Party shall receive a credit equal to
one-thirtieth (1/30th) of the monthly rate for the affected service or portion
thereof. In no event shall a Party’s liability for breach of the foregoing
warranty exceed the remedies set forth in this paragraph.


          28.22.4
Each Party will periodically provide the other Party with information regarding
Year 2000 Compliance testing of its services, to the extent that such party
provides such information publicly.


84





          28.23 CLEC Certification


          Notwithstanding
any other provision of this Agreement, Verizon shall have no obligation to
perform under this Agreement until such time as AT&T Broadband has obtained
a Certificate of Public Convenience and Necessity (CPCN) or such other
Department authorization as may be required by law as a condition for
conducting business in Massachusetts as a local exchange carrier.


85





          IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of this 26th day of June, 2001.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AT&T BROADBAND PHONE of

 	
  

 	
 VERIZON NEW ENGLAND INC., -

 
	
 MASSACHUSETTS, LLC

 	
  

 	
 D/B/A VERIZON MASSACHUSETTS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Gregory Braden

 	
  

 	
 By: /s/ Jeffrey A. Masoner

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

	
      Gregory Braden

 	
  

 	
 Printed: 

 	
               Jeffrey
 A. Masoner

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title: 

 	
 Vice President Engineering

 	
  

 	
 Title: 

 	
 Vice President – Interconnection

 
	
  

 	
 Telephony Operations

 	
  

 	
  

 	
 Services

 


86





SCHEDULE 4.1


NETWORK
INTERCONNECTION SCHEDULE TO MASSACHUSETTS


	
  

 	
  

 	
  

 
	
 Verizon-IP*

 	
 AT&T
 Broadband-IP

 	
 AT&T
 Broadband Intended

 Implementation Date

 
	
  

 	
  

 	
  

 
	
  

 	
 Lowell
 Switch 12 

 	
  

 
	
  

 	
 Washer St.
 Lowell, 

 	
  

 
	
  

 	
 MA 01852

 	
  

 
	
  

 	
 CLLI Code:
 LWLLMADBBDSO

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Needham
 Switch

 	
  

 
	
  

 	
 95 Wexford
 St.

 	
  

 
	
  

 	
 Needham, MA
 02492

 	
  

 
	
  

 	
 CLLI Code:
 NDHMMAEFDSO

 	
  

 



* Verizon-IP(s) shall be
either the Verizon Tandem or the Verizon End Office to which the terminating
NPA/NXX has been assigned in the Local Exchange Routing Guide ( LERG).


87





SCHEDULE 4.2


Interconnection Points for Different Types of
Traffic


          Each
Party shall provide the other Party with Interconnection to its network at the
following points for transmission, routing and termination subject to the
availability of facilities. Compensation for such facilities will be as set
forth in Exhibit A or as provided elsewhere herein.


          1.
For the termination of Local Traffic or Toll Traffic originated by one Party’s
Customer and terminated to the other Party’s Customer, at the points set forth
in Section 4 of the main body of the Agreement.


          2.
For the termination of Meet Point Billing Traffic from an IXC to:


                    (a)
AT&T Broadband, at the AT&T Broadband-IP in LATA in which
the Traffic is to terminate.


                    (b)
Verizon, at the Verizon-IP in LATA in which the Traffic is to
terminate.


          3.
For the termination of Transit Traffic from an ITC, wireless carrier, or other
CLEC to:


                    (a)
AT&T Broadband, at the AT&T Broadband-IP in which the
Traffic is to terminate.


                    (b)
Verizon, at the Verizon-IP in LATA in which the Traffic is to
terminate.


          4.
For 911/E911 traffic originated on AT&T Broadband’s network, at the PSAP in
areas where only Basic 911 service is available, or at the Verizon 911/E911
Tandem Office serving the area in which the AT&T Broadband Customer is
located, in accordance with applicable state laws and regulations and PSAP
requirements.


          5.
For Directory Assistance (411 or NPA-555-1212) traffic, at the applicable
Verizon operator services Tandem Office.


          6.
For Operator Services (call completion) traffic, at the applicable Verizon
operator services Tandem Office.


          7.
For BLV/BLVI traffic, at the terminating Party’s operator services Tandem
Office.


          8.
For SS7 signaling originated by:


                    (a)
AT&T Broadband, at mutually agreed-upon Signaling Point of
Interconnection(s) (“SPOI”) in the LATA in which the Local or Toll Traffic
originates, over CCSAC


88





links
provisioned in accordance with Telcordia GR-905 and Verizon Supplement Common
Channel Signaling Network Interface Specification (VZ_905).


                    (b)
Verizon, at mutually agreed-upon SPOIs in the LATA in which the Local or Toll
Traffic originates, over a CCSAC links provisioned in accordance with Telcordia
GR-905 and VZ_905.


Alternatively,
either Party may elect to interconnect for SS7 signaling through a commercial
SS7 hub provider.


          9. For
toll free service access code (e.g., 800/888/877) database inquiry traffic, at
any Verizon Signaling Transfer Point in the LATA in which the originating
AT&T Broadband Wire Center is located, over a CCSAC link. Alternatively,
AT&T Broadband may elect to interconnect through a commercial SS7 hub provider.


          10. For
Line Information Database (“LIDB”) inquiry traffic, at any Verizon Signaling
Transfer Point in the LATA in which the LIDB is located, over a CCSAC link.
Alternatively, AT&T Broadband may elect to interconnect through a
commercial SS7 hub provider.


          11. For
any other type of traffic, at reasonable points to be agreed upon by the
Parties, based on the network architecture of the terminating Party’s network.


89





SCHEDULE 5.6


Applicable Factors for AT&T Broadband


PIU and PLU factors
may be reported at the state or LATA level.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FOR TRAFFIC

 ORIGINATING

 FROM:

 	
  

 	
 AND

 TERMINATING

 TO:

 	
  

 	
 LATA

 	
  

 	
 PIU (%)

 	
  

 	
 PLU (%)

 	
  

 	
 Remaining

 Percentage

 After

 Application

 of PIU/PLU

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 
	
 Verizon

 	
  

 	
 AT&T Broadband

 	
  

 	
 ALL

 	
  

 	
 0

 	
  

 	
 95

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AT&T Broadband

 	
  

 	
 Verizon

 	
  

 	
 ALL

 	
  

 	
 0

 	
  

 	
 93

 	
  

 	
 7

 



 


	
  

 	
  

 
	
 CUSTOMER:

 	
 AT&T Broadband

 
	
  

 	
  

 
	
 STATE:

 	
 Massachusetts

 
	
  

 	
  

 
	
 BILLING CONTACT NAME:

 	
 Ms. Christy Taylor, Director Billing

 
	
  

 	
  

 
	
 BILLING CONTACT NUMBER:

 	
 303-858-3309, FAX 303-858-3470 

 
	
 BILLING CONTACT ADDRESS:

 	
 188 Inverness Drive West Suite 400

 
	
  

 	
  

 
	
  

 	
 Englewood, Colorado 80112

 



AT&T Broadband ACNA to be used when
ordering Interconnections Trunks: 


CCV AT&T
Broadband CIC to be used when ordering Interconnection Trunks: 386


90





SCHEDULE 7.1.3


Billing Arrangement Options for Variable-Rated
Information Services Calls 


Verizon offers
two billing arrangement options representing different methods for AT&T
Broadband and Verizon to jointly ensure that the end users making calls to the
Information Provider (“IP”) programs on the Verizon platform are billed at
correct rates, and that the IP’s they call are reimbursed for the use of their
services. Prior to establishing working interconnection to the variable-rated
services, AT&T Broadband must confirm which ONE of the following two Billing
Arrangement Options it will use for variable-rated Information Services
Traffic, and complete acceptance testing with Verizon for that option. AT&T
Broadband’s choice of one or the other Billing Arrangement Option will be
indicated on Appendix A (“Verizon Information Services Billing Option Selection
Form”) following this Schedule 7.1.3.


Where AT&T
Broadband does not select either billing arrangement option, as indicated in
Appendix A to this Schedule 7.1.3, AT&T Broadband agrees that its Customers
will not be able to complete calls to variable-rated Information Service
providers on the Verizon platform, regardless of whether the Customers are
served by AT&T Broadband switching facilities, or by Unbundled Network
Element(s) purchased by AT&T Broadband.


The
“Information Mass Announcement Service” (“IMAS”) product is unique to the New
York Metropolitan LATA (132), and is not offered elsewhere in New York State or
in the Verizon region. The Billing Arrangement options described below do not
apply to IMAS traffic, which is not a variable-rated Information Service.


Option 1: BUNDLED BILLING ARRANGEMENT 


          A.
Usage Processing 


	
  

 	
  

 	
  

 
	
  

 	
 1a.

 	
 AT&T
 Broadband using its own facilities records originating call detail, and
 delivers message to Verizon over a dedicated IP trunk. Verizon makes
 terminating recording. —or—

 
	
  

 	
  

 	
  

 
	
  

 	
 1b.

 	
 AT&T
 Broadband using Verizon Unbundled Network Elements for Local Switching
 receives originating call detail from Verizon in unrated EMR format.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Using the
 called number, AT&T Broadband identifies the call as a variable-rated IP
 call. AT&T Broadband sends the call detail record to Verizon in unrated
 EMR format.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Verizon
 rates correctly formatted messages at the price set by the Information
 Provider, and bills AT&T Broadband for the full value of the call less
 the Information Service Billing Fee (“IP B&C Fee”) stated in Exhibit A.
 Incorrectly formatted records are not

 


91









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 rated and no
 IP B&C Fee is applied. Rated messages are returned to AT&T Broadband
 in rated EMR format.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Error
 messages will be returned in either unrated or rated EMR format, depending on
 the nature of the error. The error will be defined by appropriate indicators
 in the record.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Killer”
 calls, i.e. calls where the originating end user has disconnected within a
 Tariff-specified time limit in order to avoid charges, are returned with a
 special locally-defined indicator. An IP B&C Fee is credited to AT&T
 Broadband for these calls, although there are no charges billable to the AT&T
 Broadband Customer.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 AT&T
 Broadband bills its end user for the full value of the call as shown in the
 rated EMR record, calculates and collects appropriate state and local taxes.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Verizon uses
 the rated message to calculate the payment due the Information Provider, and
 remits that amount to the IP. The Information Provider is charged for
 “killer” calls according to Tariff regulations.

 
	
  

 	
  

 	
  

 
	
  

 	
 B. Adjustments

 
	
  

 
	
  

 	
 1.

 	
 Adjustment
 requests submitted to Verizon will be made to the Customer Account Team Center.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 AT&T
 Broadband must provide the following information when requesting an
 adjustment from Verizon for an IP call made by one of its end user Customers:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 originating
 line number

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 the dialed
 IP subscriber number

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 the amount
 to be adjusted, not including tax

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 message date

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 connect time

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ??

 	
 conversation
 time

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Verizon will
 follow its policy of allowing two (2) adjustments per line per year on
 eligible Information Provider calls. Once two adjustments have been made for
 an originating end user line number, no further adjustments will be made to
 AT&T Broadband account.

 



92









	
  

 	
  

 	
  

 
	
  

 	
 C. Acceptance Testing 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Acceptance
 testing between Verizon and AT&T Broadband will demonstrate that both Parties
 are ready to deliver, process and receive usage and billing data as required,
 and that each has a Single Point of Contact (“SPOC”) available to the other.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 AT&T
 Broadband will provide a sufficient volume of unrated usage data for testing
 various call scenarios, formatted and delivered to reflect the anticipated
 production environment.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Verizon will
 examine, process, and edit such data to produce a return dataset of rated
 records, for delivery to AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 AT&T
 Broadband will receive and process the Verizon data.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Both Parties
 will communicate and resolve testing issues until they mutually agree that
 each is able to format, deliver, receive and process data at an acceptable
 standard.

 
	
  

 	
  

 	
  

 
	
 Option 2: UNBUNDLED BILLING ARRANGEMENT 

 
	
  

 	
  

 	
  

 
	
  

 	
 A. Usage Processing

 
	
  

 	
  

 	
  

 
	
  

 	
 1a.

 	
 AT&T
 Broadband using its own facilities records originating call detail, and
 delivers message to Verizon over dedicated IP trunk. Verizon makes
 terminating recording. —or—

 
	
  

 	
  

 	
  

 
	
  

 	
 1b.

 	
 AT&T
 Broadband using Verizon Unbundled Network Elements for Local Switching
 receives originating call detail from Verizon in unrated EMR format.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Verizon
 bills AT&T Broadband for access to its IP platform. This charge for
 Access to Verizon IP Switching Platform replaces the standard Reciprocal
 Compensation charge, and is calculated in the same manner, on a per minute of
 use basis. The Access to Verizon IP Switching Platform charge is stated in
 Exhibit A.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Using the
 called number, AT&T Broadband identifies the call as a variable-rated IP
 call. AT&T Broadband has the option of either rating the call in its own
 system, or sending the call detail record to Verizon in unrated EMR format
 for rating (“Verizon IP Rating Service”).

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 When
 AT&T Broadband uses the optional Verizon rating service, Verizon receives
 an unrated EMR record from AT&T Broadband. Verizon rates correctly
 formatted messages at the price set by the Information Provider, and bills
 AT&T Broadband for the Verizon IP Rating Service on a per message basis,
 at the rate stated in Exhibit A. The per message charge applies to every
 rating attempt: correctly formatted messages, error records, and “killer”
 records. Rated messages will be returned to AT&T Broadband in rated EMR
 format. Error messages will be returned in either unrated or rated EMR
 format, depending on the nature of the error. The error will be defined by

 



93







	
  

 	
  

 	
  

 
	
  

 	
  

 	
 appropriate
 indicators in the record. “Killer” calls, i.e. calls where the originating
 end user has disconnected within a Tariff-specified time limit in order to
 avoid charges, are returned with a special locally-defined indicator.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 AT&T
 Broadband bills its end user for the full value of the call based on rates
 set by the Information Provider: as shown in the rated EMR record returned
 from Verizon under the optional rating service, or as determined in AT&T
 Broadband’s own rating process. AT&T Broadband calculates and collects
 appropriate state and local taxes.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 AT&T
 Broadband uses the rated message to calculate the payment due the Information
 Provider, and remits that amount to the IP. AT&T Broadband may charge the
 Information Provider for “killer” calls according to Tariff regulations.

 
	
  

 	
  

 	
  

 
	
  

 	
 B. Adjustments

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 On all calls
 where AT&T Broadband makes direct payment to the Information Provider,
 adjustments will be handled directly between AT&T Broadband and the
 Information Provider.

 
	
  

 	
  

 	
  

 
	
  

 	
 C. Acceptance Testing

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Acceptance
 Testing will be required for AT&T Broadband to use the Verizon IP Rating
 Service.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Acceptance
 testing between Verizon and AT&T Broadband will ensure that both Parties
 are ready to deliver, process and receive usage and billing data as required,
 and that each has a SPOC available to the other.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 AT&T
 Broadband will provide a sufficient volume of unrated usage data for testing
 various call scenarios, formatted and delivered to reflect the anticipated
 production environment.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Verizon will
 examine, process, and edit such data to produce a return dataset of rated
 records, for delivery to AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 AT&T
 Broadband will receive and process the Verizon data.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Both Parties
 will communicate and resolve testing issues until they mutually agree that
 each is able to format, deliver, receive and process data at an acceptable
 standard.

 


94





APPENDIX A


VERIZON INFORMATION SERVICES

BILLING OPTION SELECTION FORM


Please select
desired services for VARIABLE-RATED INFORMATION SERVICES messages.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OPTION

 	
  

 	
 MINIMUM

 PERIOD

 	
  

 	
 CHARGE

 	
  

 	
 SERVICE

 SELECTION

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OPTION 1:

 Bundled Billing Arrangement

 	
  

 	
 12 months following successful completion of acceptance test

 	
  

 	
 Rated value
 of each call less IP Billing & Collection fee stated in Exhibit A.

 	
  

 	
 Yes          No

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OPTION 2:

 Unbundled Billing Arrangement

 	
  

 	
 12 months following Effective Date

 	
  

 	
 Per minute
 of use charge for initial minute or fraction thereof, and for each additional
 minute or faction thereof at the Access to Verizon IP Switching Platform rate
 stated in Exhibit A.

 	
  

 	
 Yes          No 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Remaining term of Option 2 following successful completion of
 acceptance test

 	
  

 	
 Per message
 charge for each call detail usage record delivered to Verizon for Verizon IP
 Rating Service processing stated in Exhibit A.

 	
  

 	
 Yes          No 

 


95





SCHEDULE 12.3


Support Services for Resale 


	
  

 	
  

 
	
 1.

 	
 Verizon OSS
 SERVICES 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.1 Definitions
 

 
	
  

 	
  

 	
  

 
	
  

 	
 As used in
 the Schedule 12.3, the following terms shall have the meanings stated below:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.1
 “Verizon Operations Support Systems” means Verizon systems for pre-ordering,
 ordering, provisioning, maintenance and repair, and billing.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.2
 “Verizon OSS Services” means access to Verizon Operations Support Systems
 functions. The term “Verizon OSS Services” includes, but is not limited to:
 (a) Verizon’s provision of AT&T Broadband Usage Information to AT&T
 Broadband pursuant to Section 1.3 below; and, (b) “Verizon OSS Information”,
 as defined in Section 1.1.4 below.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.3
 “Verizon OSS Facilities” means any gateways, interfaces, databases,
 facilities, equipment, software, or systems, used by Verizon to provide
 Verizon OSS Services to AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.4
 “Verizon OSS Information” means any information accessed by, or disclosed or
 provided to, AT&T Broadband 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 AT&T Broadband
 Customer accessed by, or disclosed or provided to, AT&T Broadband through
 or as a part of Verizon OSS Services; and, (b) any AT&T Broadband Usage
 Information (as defined in Section 1.1.6 below) accessed by, or disclosed or
 provided to, AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.5
 “Verizon Retail Telecommunications Service” means 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1.6
 “AT&T Broadband Usage Information” means the usage information for a
 Verizon Retail Telecommunications Service purchased by AT&T Broadband
 under this Agreement that Verizon would record if Verizon was furnishing such
 Verizon Retail Telecommunications Service to a Verizon end-user retail
 Customer.

 


96









	
  

 	
  

 	
  

 
	
  

 	
 1.1.7
 “Customer Information” means 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2 Verizon
 OSS Services

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2.2
 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 AT&T Broadband.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3 AT&T
 Broadband Usage Information

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.2
 AT&T Broadband Usage Information will be available to AT&T Broadband
 through the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) Daily
 Usage File on Data Tape.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) Daily
 Usage File through Network Data Mover (“NDM”).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) Daily
 Usage File through Centralized Message Distribution System (“CMDS”).

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.3.1
 AT&T Broadband Usage Information will be provided in a Telcordia Exchange
 Message Records (“EMR”) format.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.3.2
 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a) above will
 be issued each day, Monday through Friday, except holidays observed by
 Verizon.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.4 Except
 as stated in this Section 1.3, subject to the requirements of Applicable Law,
 the manner in which, and the frequency with which, AT&T Broadband Usage
 Information will be provided to AT&T Broadband shall be determined by
 Verizon.

 


97









	
  

 	
  

 	
  

 
	
  

 	
 1.5 Access
 to and Use of Verizon OSS Facilities

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.1
 Verizon OSS Facilities may be accessed and used by AT&T Broadband only to
 the extent necessary for AT&T Broadband’s access to and use of Verizon
 OSS Services pursuant to the Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.2
 Verizon OSS Facilities may be accessed and used by AT&T Broadband only to
 provide Telecommunications Services to AT&T Broadband Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.3
 AT&T Broadband shall restrict access to and use of Verizon OSS Facilities
 to AT&T Broadband. This Schedule 12.3 does not grant to AT&T
 Broadband any right or license to grant sublicenses to other persons, or
 permission to other persons (except AT&T Broadband’s employees, agents
 and contractors, in accordance with Section 1.5.7 below), to access or use
 Verizon OSS Facilities.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.4
 AT&T Broadband 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 AT&T Broadband’s use under this Schedule 12.3.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.5
 AT&T Broadband 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.6 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 AT&T Broadband
 only in connection with AT&T Broadband’s use of Verizon OSS Facilities
 permitted by this Schedule 12.3; (c) shall be treated by AT&T Broadband
 as Confidential Information of Verizon pursuant to Section 28.4 of the
 Agreement; and, (d) shall be destroyed or returned by AT&T Broadband to
 Verizon upon the earlier of request by Verizon or the expiration or termination
 of the Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5.7
 AT&T Broadband’s employees, agents and contractors may access and use
 Verizon OSS Facilities only to the extent necessary for AT&T Broadband’s
 access to and use of the Verizon OSS Facilities permitted by this Agreement.
 Any access to or use of Verizon OSS Facilities by AT&T Broadband’s
 employees, agents, or contractors, shall be subject to the provisions of the
 Agreement, including, but not limited to, Section 28.4 thereof and Sections
 1.5.6 and 1.6.3.3 of this Schedule 12.3.

 


98









	
  

 	
  

 	
  

 
	
  

 	
 1.6 Verizon
 OSS Information

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.1
 Subject to the provisions of this Schedule 12.3 and Applicable Law, Verizon
 grants to AT&T Broadband a non-exclusive license to use Verizon OSS
 Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.2 All
 Verizon OSS Information shall at all times remain the property of Verizon.
 Except as expressly stated in this Schedule 12.3, AT&T Broadband shall
 acquire no rights in or to any Verizon OSS Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.1 The
 provisions of this Section 1.6.3 shall apply to all Verizon OSS Information,
 except (a) AT&T Broadband Usage Information, (b) CPNI of AT&T
 Broadband, and (c) CPNI of a Verizon Customer or a AT&T Broadband
 Customer, to the extent the Customer has authorized AT&T Broadband to use
 the Customer Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.2
 Verizon OSS Information may be accessed and used by AT&T Broadband only
 to provide Telecommunications Services to AT&T Broadband Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.3
 AT&T Broadband 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 28.4 of the
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.4
 Except as expressly stated in this Schedule 12.3, this Agreement does not
 grant to AT&T Broadband any right or license to grant sublicenses to
 other persons, or permission to other persons (except AT&T Broadband’s
 employees, agents or contractors, in accordance with Section 1.6.3.5 below, to
 access, use or disclose Verizon OSS Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.5
 AT&T Broadband’s employees, agents and contractors may access, use and
 disclose Verizon OSS Information only to the extent necessary for AT&T
 Broadband’s access to, and use and disclosure of, Verizon OSS Information
 permitted by this Schedule 12.3. Any access to, or use or disclosure of,
 Verizon OSS Information by AT&T Broadband’s employees, agents or
 contractors, shall be subject to the provisions of this Agreement, including,
 but not limited to, Section 28.4 of the Agreement and Section 1.6.3.3 above.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.3.6
 AT&T Broadband’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 AT&T Broadband to provide Telecommunications Services to
 AT&T Broadband Customers; (b) termination of the license in accordance
 with this Schedule 12.3; or (c) expiration or termination of the Agreement.

 
	
  

 	
  

 	
  

 
	
  

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

 


99









	
  

 	
  

 	
  

 
	
  

 	
 1.6.4 Unless
 sooner terminated or suspended in accordance with the Agreement or this
 Schedule 12.3 (including, but not limited to, Section 22.3 of the Agreement
 and Section 1.7.1 above), AT&T Broadband’s access to Verizon OSS
 Information through Verizon OSS Services shall terminate upon the expiration
 or termination of the Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.5.1
 Without in any way limiting Section 18.3 of the Agreement, Verizon shall have
 the right (but not the obligation) to audit AT&T Broadband to ascertain
 whether AT&T Broadband is complying with the requirements of Applicable
 Law and this Agreement with regard to AT&T Broadband’s access to, and use
 and disclosure of, Verizon OSS Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.5.2
 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 AT&T Broadband’s access to and use of Verizon OSS
 Information which is made available by Verizon to AT&T Broadband pursuant
 to this Agreement, to ascertain whether AT&T Broadband is complying with
 the requirements of Applicable Law and this Agreement, with regard to
 AT&T Broadband’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 AT&T Broadband’s
 access to and use of Verizon OSS Information which is made available by
 Verizon to AT&T Broadband through Verizon OSS Facilities.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.5.3
 Information obtained by Verizon pursuant to this Section 1.6.5 shall be
 treated by Verizon as Confidential Information of AT&T Broadband pursuant
 to Section 28.4 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 1.6.5 to enforce Verizon’s rights under the
 Agreement or Applicable Law.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6.6
 AT&T Broadband 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.7 Liabilities
 and Remedies

 
	
  

 	
  

 	
  

 
	
  

 	
 1.7.1 Any
 breach by AT&T Broadband, or AT&T Broadband’s employees, agents or
 contractors, of the provisions of Sections 1.5 or 1.6 above shall be deemed a
 material breach of the Agreement. In addition, if AT&T Broadband or an
 employee, agent or contractor of AT&T Broadband at any time breaches a
 provision of Sections 1.5 or 1.6 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 AT&T Broadband, to suspend the license to use Verizon OSS
 Information granted by Section 1.6.1 above and/or the provision of Verizon
 OSS Services, in whole or in part.

 


100









	
  

 	
  

 
	
  

 	
 1.7.2
 AT&T Broadband agrees that Verizon would be irreparably injured by a
 breach of Sections 1.5 or 1.6 above by AT&T Broadband or the employees,
 agents or contractors of AT&T Broadband, 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.

 
	
  

 	
  

 
	
  

 	
 1.8 Relation
 to Applicable Law

 
	
  

 	
  

 
	
  

 	
 The
 provisions of Sections 1.5, 1.6 and 1.7 above shall be in addition to and not
 in derogation of any provisions of Applicable Law, including, but not limited
 to, 47 U.S.C. § 222, and are not intended to constitute a waiver by Verizon
 of any right with regard to protection of the confidentiality of the
 information of Verizon or Verizon Customers provided by Applicable Law.

 
	
  

 	
  

 
	
  

 	
 1.9 Cooperation

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 1.9.1 Upon
 request by Verizon, AT&T Broadband 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 AT&T Broadband anticipates
 submitting orders in each week of the next calendar month.

 
	
  

 	
  

 
	
  

 	
 1.9.2 Upon
 request by Verizon, AT&T Broadband shall submit to Verizon reasonable,
 good faith estimates of other types of transactions or use of Verizon OSS
 Services that AT&T Broadband anticipates.

 
	
  

 	
  

 
	
  

 	
 1.9.3
 AT&T Broadband 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.

 
	
  

 	
  

 
	
  

 	
 1.9.4
 AT&T Broadband 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.

 
	
  

 	
  

 
	
  

 	
 1.10 Verizon
 Access to Information Related to AT&T Broadband Customers

 
	
  

 	
  

 
	
  

 	
 1.10.1
 Verizon shall have the right to access, use and disclose information related
 to AT&T Broadband Customers that is in Verizon’s possession (including,
 but not limited to, in Verizon

 


101









	
  

 	
  

 
	
  

 	
 OSS
 Facilities) to the extent such access, use and/or disclosure has been
 authorized by the AT&T Broadband Customer in the manner required by
 Applicable Law.

 
	
  

 	
  

 
	
  

 	
 1.10.2 Upon
 request by Verizon, AT&T Broadband shall negotiate in good faith and
 enter into a contract with Verizon, pursuant to which Verizon may obtain
 access to AT&T Broadband’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 AT&T Broadband Customers (as authorized by
 the applicable AT&T Broadband 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.

 
	
  

 	
  

 
	
 2.

 	
 VERIZON
 PRE-OSS SERVICES 

 
	
  

 	
  

 
	
  

 	
 2.1 As used
 in this Schedule 12.3, “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 AT&T Broadband prior to, or in lieu of, Verizon’s provision of the
 Verizon OSS Service to AT&T Broadband. 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.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 2.3 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.

 
	
  

 	
  

 
	
  

 	
 2.4 The
 provisions of Sections 1.5 through 1.9 above shall also apply to Verizon
 Pre-OSS Services. For the purposes of this Section 2.4: (a) references in
 Sections 1.5 through 1.9 above to Verizon OSS Services shall be deemed to
 include Verizon Pre-OSS Services; and, (b) references in Sections 1.5 through
 1.9 above to Verizon OSS Information shall be deemed to include information
 made available to AT&T Broadband through Verizon Pre-OSS Services.

 
	
  

 	
  

 
	
 3.

 	
 RATES AND
 CHARGES 

 
	
  

 	
  

 
	
  

 	
 The prices
 for the foregoing services shall be as set forth in Verizon’s Tariffs or, in
 the absence of an applicable Verizon Tariff price, in Exhibit A or, if not
 set forth in either, as may be determined by Verizon from time to time. If
 Verizon at any time offers another resale support service the prices for
 which are not stated in Verizon’s Tariffs or Exhibit A, Verizon shall have
 the right to revise Exhibit A to add such prices.

 


102





SCHEDULE 26.1



LOCAL NUMBER PORTABILITY (“LNP”) PERFORMANCE STANDARDS


This Schedule
26.1 and Sections 26.1.3 and 26.1.4 apply only if the LNP Porting Party’s
activity is limited to terminating service to the customer and transferring the
number to the Receiving Party. This Schedule 26.1 and Sections 26.1.3 and
26.1.4 do not apply to number transfers where no trigger is established by the
LNP Porting Party (e.g., to transfers of Centrex and DID numbers), or where the
LNP Porting Party is: (a) performing a Coordinated cutover of the loop serving
the customer to the Receiving Party or otherwise transferring facilities used
to serve the customer to the Receiving Party; or, (b) installing new facilities
for the Receiving Party.


A telephone
number will be deemed to have been transferred “On-Time” by the LNP Porting
Party if the Porting Party performs the transfer in accordance with the
Implementation Schedule specified in Paragraph B (Implementation Schedule)
below.


	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 LNP Due Date
 Intervals

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 1-19 numbers

 	
  

 	
 3 BDAs* from
 receipt of valid LSR (or such longer interval as shall be agreed to by the
 Parties) for error-free orders and those orders that do not contain virtual
 telephone numbers.

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 20-100
 numbers

 	
  

 	
 10 BDAs from
 receipt of valid LSR (or such longer interval as shall be agreed to by the
 Parties) for error free orders and those orders that do not contain virtual
 telephone numbers.

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Over 100
 numbers

 	
  

 	
 Negotiated
 Interval

 
	
  

 	
  

 	
  

 	
  

 
	
 B.

 	
 Implementation
 Schedule

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 10 Digit
 Trigger

 	
  

 	
 Trigger
 established and in DCAS by 11:59 PM on the business day preceding the Porting
 Due Date

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Translations
 Removed Removed no earlier than 11:59 PM on Porting Due Date

 
	
  

 	
  

 
	
 Porting Due
 Date is the date established by the Receiving Party consistent with the
 intervals set forth in Paragraph A (LNP Due Date Intervals), above. Number
 transfers that are not performed in accordance with Paragraph B
 (Implementation Schedule), above, because of a Force Majeure event, as
 defined in Section 28.3, or because of the act or omission of the Receiving
 Party or the customer, will be excluded from measurement.

 



          *BDAs
are Verizon Business Days


103






EXHIBIT A


PRICING SCHEDULE3


VERIZON MASSACHUSETTS AND
AT&T BROADBAND


A. INTERCONNECTION 


	
  

 	
  

 
	
 I.

 	
 Call
 Transport & Termination 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.Rate for
 Local Traffic delivered to a Verizon-IP or

 to an AT&T Broadband-IP4

 	
  

 	
 Metro

 	
  

 	
 Urban

 	
  

 	
 Suburban

 	
  

 	
 Rural

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 (per minute of use)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 End Office
 Termination – Peak

 	
  

 	
 $

 	
 0.005513

 	
  

 	
 $

 	
 0.005590

 	
  

 	
 $

 	
 0.005590

 	
  

 	
 $

 	
 0.005590

 	
  

 
	
 End Office
 Termination - Off-Peak

 	
  

 	
 $

 	
 0.002061

 	
  

 	
 $

 	
 0.002061

 	
  

 	
 $

 	
 0.002061

 	
  

 	
 $

 	
 0.002061

 	
  

 
	
 Tandem Termination
 – Peak

 	
  

 	
 $

 	
 0.013330

 	
  

 	
 $

 	
 0.013407

 	
  

 	
 $

 	
 0.013407

 	
  

 	
 $

 	
 0.013407

 	
  

 
	
 Tandem Termination
 - Off-Peak

 	
  

 	
 $

 	
 0.004388

 	
  

 	
 $

 	
 0.004388

 	
  

 	
 $

 	
 0.004388

 	
  

 	
 $

 	
 0.004388

 	
  

 
	
  

 	
  

 	
 Charged in accordance with Section 5.7 as
 appropriate.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Verizon Service

 	
  

 	
 Non-recurring
 Recurring

 	
  

 
	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2.

 	
 Access charges for
 termination of intrastate and interstate Toll Traffic

 	
  

 	
 Per Verizon FCC
 No. 11 interstate and DTE No. 15 intrastate access tariffs (charged in
 conjunction with Local Traffic, using PLU and PIU factors, as appropriate) as
 amended from time to time

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Entrance
 facilities, and transport, as appropriate, for Interconnection at Verizon End
 Office, Tandem Office, Serving Wire Center, or other Point of Interconnection

 	
  

 	
 Per Verizon FCC
 No. 11 interstate and DTE No. 15 intrastate access tariffs for Feature Group
 D service as amended from time to time.

 	
  

 







3 All rates
and/or rate structures set forth herein, that are marked with an asterisk (‘*),
shall be interim rates and/or rate structures. These
rates and/or rate structures shall be considered interim in nature, until they
have been replaced or made effective on a prospective basis by such rates
and/or rate structures as may be approved by the Department, or as otherwise allowed
to go into effect, or if appealed as may be ordered at the conclusion of such
appeal. With the exception of those rates that are designated as negotiated, if
the Department should approve or make effective rates and/or rate structures
different than those shown in Exhibit A, the rates and/or rate structures
approved or made effective by the Department shall supersede those shown in
Exhibit A. 



4 The Parties
agree that they are entitled to the rates for reciprocal compensation as set
forth in Section 5.7.1. However, until such time as AT&T Broadband is
technically capable of administering the different rates set forth at A.I.1
above, the Parties agree that a single negotiated rate for reciprocal
compensation of $0.008/minute of use shall apply for both Parties. Upon
notification by AT&T Broadband to Verizon that it is technically capable of
billing the individual rates set forth in A.I.1, the rates set forth in A.I.1
above shall apply for both Parties as described in Section 5.7.1, on a
prospective basis. 


104







II. Transit Service 


          a.
Tandem Transit Service (Switching) rates are found in DTE MA No. 17, Part M, Section
3.1.2, as amended from time to time. 


          b.
Negotiated Incentive Rate 50% of the monthly Tandem Transit Service rate. 


          c.
Dedicated Transit Service rates are found in DTE MA No. 17, Part M, Section
5.5.1, as amended from time to time. 


B. UNBUNDLED NETWORK ELEMENTS5


I. Ordering of Service rates are found in DTE MA No. 17,
Part M, Section 1.3 


II. Issuance, payment and Crediting of Customer Bills rates are found
in DTE MA No. 17, Part M, Section 1.4. 


III. Unbundled Database Access6


          a.
800/888 Database - rates are found in DTE MA No. 17, Part M, Section
3.1.4, as amended from time to time. 


          b.
LIDB


LIDB Service rates are found in DTE MA No. 17, Part M, Section 3.1.5. 


LIDB Record management rates are found in DTE MA No. 17, Part M,
Section 3.1.6, as amended from time to time. 


          c.
Common Channel Signaling Network Interconnection (CCS/SS7) rates are found in DTE MA No. 17,
Part M, Section 3.1.7, as amended from time to time. 





5 INTENTIONALLY OMITTED 


6 Verizon’s proposed UNEs, UNE combinations, and UNE pricing
methodology reflect the FCC’s current rules. Verizon does not agree that UNE
prices must be based solely on forward-looking costs, and Verizon reserves the
right to seek to change its UNE offerings and UNE prices if the FCC’s rules are
vacated or modified by the FCC or by a final, non-appealable judicial decision.



105







IV. Unbundled Local Loops7


          (a)
Monthly and Non-Recurring rates for Two Wire, Four Wire, (including analog, digital (xDSL),
premium and High Capacity Links)are found in DTE MA No. 17, Part M, Section
2.5, and Part M, Section 1.3 as amended from time to time. 


          b)
Monthly Recurring Charges 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  (1) ULL
 facility:           ULL
 type

 	
  

 	
 Metro

 	
  

 	
 Urban

 	
  

 	
 Suburban

 	
  

 	
 Rural

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  (per month)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire ADSL compatible ULL (up to

 12,000 feet) with up to 6,000 feet of

 	
  

 	
 $

 	
 7.54

 	
 *

 	
 $

 	
 14.11

 	
 *

 	
 $

 	
 16.12

 	
 *

 	
 $

 	
 20.04

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to

 12,000 feet) with zero Bridged Tap

 	
  

 	
 $

 	
 7.54

 	
 *

 	
 $

 	
 14.11

 	
 *

 	
 $

 	
 16.12

 	
 *

 	
 $

 	
 20.04

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to

 18,000 feet) with up to 6,000 feet of

 	
  

 	
 $

 	
 7.54

 	
 *

 	
 $

 	
 14.11

 	
 *

 	
 $

 	
 16.12

 	
 *

 	
 $

 	
 20.04

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to

 18,000 feet) with zero Bridged Tap

 	
  

 	
 $

 	
 7.54

 	
 *

 	
 $

 	
 14.11

 	
 *

 	
 $

 	
 16.12

 	
 *

 	
 $

 	
 20.04

 	
 *

 
	
 2-Wire HDSL compatible ULL (up to

 12,000 feet) with up to 2500 feet of

 	
  

 	
 $

 	
 19.87

 	
 *

 	
 $

 	
 27.24

 	
 *

 	
 $

 	
 29.38

 	
 *

 	
 $

 	
 32.84

 	
 *

 
	
 2 Wire HDSL compatible ULL (up to
 
12,000 feet) with zero Bridged Tap

 	
  

 	
 $

 	
 19.87

 	
 *

 	
 $

 	
 27.24

 	
 *

 	
 $

 	
 29.38

 	
 *

 	
 $

 	
 32.84

 	
 *

 
	
 4-Wire HDSL compatible ULL (up to

 12,000 feet) with up to 2500 of Bridged

 	
  

 	
 $

 	
 30.97

 	
 *

 	
 $

 	
 43.40

 	
 *

 	
 $

 	
 46.95

 	
 *

 	
 $

 	
 52.39

 	
 *

 
	
 4 Wire HDSL compatible ULL (up to

 12,000 feet) with zero Bridged Tap

 	
  

 	
 $

 	
 30.97

 	
 *

 	
 $

 	
 43.40

 	
 *

 	
 $

 	
 46.95

 	
 *

 	
 $

 	
 52.39

 	
 *

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  (2) Service Access Charge: ULL type

 	
  

 	
  (per month)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 

	
  

 	

 

	

 

	
  

 	
  

 
	
 Voice Grade/DS-0

 	
  

 	
 $

 	
 0.27

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DS-1

 	
  

 	
 $

 	
 1.81

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



          (c) Non-Recurring Charges 


(1) Service Order Charge (per order)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Standard Interval

 	
  

 	
 Expedite

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 ULL Type

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2-Wire ADSL compatible

 ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 
	
 2 Wire ADSL compatible

 ULL (up to 12,000 feet) with 

 Bridged Tap removal

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 
	
 2 Wire ADSL compatible

 ULL (up to 18,000 feet)

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 
	
 2 Wire ADSL compatible

 ULL (up to 18,000 feet) with

 Bridged Tap removed

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 









7 In compliance
with the FCC order approving the merger of GTE Corporation and Bell Atlantic
(CC Docket No. 98-1840), Verizon will offer limited duration promotional
discounts on residential UNE Loops and UNE Advance Services Loops. The terms
and conditions on which these promotional discounts are being made available
can be found on http://www.gte.com/wise for former GTE service areas and
http://www.bell-atl.com/wholesale/html/resources.htm for former Bell Atlantic
service areas.  


106







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Standard Interval

 	
  

 	
 Expedite

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2-Wire HDSL compatible

 ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 
	
 2 Wire HDSL compatible

 ULL (up to 12,000 feet) with

 Bridged Tap Removal

 	
  

 	
 $

 	
 6.08

 	
 *

 	
 $

 	
 16.25

 	
 *

 	
 $

 	
 20.26

 	
 *

 	
 $

 	
 9.02

 	
 *

 	
 $

 	
 24.09

 	
 *

 	
 $

 	
 30.04

 	
 *

 
	
 4-Wire HDSL compatible

 ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 95.55

 	
 *

 	
 $

 	
 95.55

 	
 *

 	
 $

 	
 95.55

 	
 *

 
	
 4 Wire HDSL compatible

 ULL (up to 12,000 feet) with

 Bridged Tap Removal

 	
  

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 64.44

 	
 *

 	
 $

 	
 95.55

 	
 *

 	
 $

 	
 95.55

 	
 *

 	
 $

 	
 95.55

 	
 *

 



(2) Service
Connection Charge: (per loop)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ULL Type

 	
  

 	
 Service Connection: Standard

 	
  

 	
 Service Connection: CO

 Wiring

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2-Wire ADSL compatible ULL (up 

 to 12,000 feet)

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 1.90

 	
 *

 	
  

 
	
 2 Wire ADSL compatible ULL (up 

 to 12,000 feet) with Bridged Tap 

 removal

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 14.55

 	
 *

 	
  

 
	
 2 Wire ADSL compatible ULL (up 

 to 18,000 feet)

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 14.55

 	
 *

 	
  

 
	
 2 Wire ADSL compatible ULL (up 

 to 18,000 feet) with Bridged Tap 

 removed

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 14.55

 	
 *

 	
  

 
	
 2-Wire HDSL compatible ULL 

 Loops (up to 12,000 feet)

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 14.55

 	
 *

 	
  

 
	
 2 Wire HDSL compatible ULL (up 

 to 12,000 feet) with Bridged Tap 

 Removal

 	
  

 	
  

 	
 $

 	
 13.36

 	
 *

 	
  

 	
  

 	
 $

 	
 14.55

 	
 *

 	
  

 
	
 4-Wire HDSL compatible ULL (up 

 to 12,000 feet)

 	
  

 	
  

 	
 $

 	
 94.60

 	
 *

 	
  

 	
  

 	
 $

 	
 36.51

 	
 *

 	
  

 
	
 4 Wire HDSL compatible ULL (up 

 to 12,000 feet) with Bridged Tap 

 Removal

 	
  

 	
  

 	
 $

 	
 94.60

 	
 *

 	
  

 	
  

 	
 $

 	
 36.51

 	
 *

 	
  

 


107





(3)
Installation
Dispatch (per dispatch)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Installation Dispatch (per dispatch)

 	
  

 	
 TC Not Ready

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ULL Type

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 	
  (per occasion)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2-Wire ADSL compatible ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire ADSL compatible ULL (up to 12,000 feet) with Bridged Tap
 removal

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire ADSL compatible ULL (up to 18,000 feet)

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire ADSL (up to 18,000 feet) with
 Bridged Tap removed

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2-Wire HDSL Loops (up to 12,000 feet)

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap
 Removal

 	
  

 	
 $

 	
 28.31

 	
 *

 	
 $

 	
 34.50

 	
 *

 	
 $

 	
 40.25

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4-Wire HDSL Loops (up to 12,000 feet)

 	
  

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap
 Removal

 	
  

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 38.92

 	
 *

 	
 $

 	
 37.90

 	
 *

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (4)
 Manual
 Intervention Surcharge (where mechanized interface available but not used)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Standard
 Interval

 	
  

 	
 Service Order (per order)

 	
  

 	
 Svc Connection Chg (per ULL)

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 ULL Type

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2-Wire ADSL compatible ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to 12,000 feet) with Bridged Tap
 removal

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to 18,000 feet)

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL (up to 18,000 feet) with Bridged Tap removed

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2-Wire HDSL compatible ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap
 Removal

 	
  

 	
 $

 	
 24.35

 	
 *

 	
 $

 	
 36.10

 	
 *

 	
 $

 	
 166.98

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 4-Wire HDSL compatible ULL (up to 12,000 feet)

 	
  

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 
	
 4 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap Removal

 	
  

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 6.87

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 


108







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Expedited
 Interval

 	
  

 	
 Service Order (per order)

 	
  

 	
 Svc Connection Chg (per ULL)

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 ULL Type

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 	
 1 ULL

 	
  

 	
 2-9 ULL

 	
  

 	
 10+ ULL

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 2-Wire ADSL (up to 12,000 feet)

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to 12,000 feet) with Bridged Tap
 removal

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL compatible ULL (up to 18,000 feet)

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire ADSL (up to 18,000 feet) with Bridged Tap removed

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2-Wire HDSL Loops (up to 12,000 feet)

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 2 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap
 Removal

 	
  

 	
 $

 	
 36.11

 	
 *

 	
 $

 	
 53.53

 	
 *

 	
 $

 	
 247.60

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 	
 $

 	
 12.01

 	
 *

 
	
 4-Wire HDSL Loops(up to 12,000 feet)

 	
  

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 
	
 4 Wire HDSL compatible ULL (up to 12,000 feet) with Bridged Tap
 Removal

 	
  

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 10.19

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 	
 $

 	
 18.40

 	
 *

 



 (d) Digital Loops (Conditioning)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Service or Element Description:

 	
  

 	
 Recurring
 Charges:

 	
  

 	
 Non-Recurring
 Charges:

 
	

 

 

 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Standard Digital Loops 

 	
  

 	
 All:

 	
  

 	
 All:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $0.00 Mechanized 

 Loop Qualification per 

 Loop Provisioned

 	
  

 	
 $0.00 Manual Loop 

 Qualification per Loop Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Standard Digital Loops

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2 Wire ADSL compatible ULL (up to 12,000)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 
	
 2 Wire ADSL compatible ULL (up to 18,000 feet)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 
	
 2 Wire HDSL compatible ULL (up to 12,000 feet)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 
	
 4 Wire HDSL compatible ULL (up to 12,000 feet)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 
	
 2 Wire SDSL compatible ULL

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 
	
 2 Wire ISDL compatible ULL (up to 18,000 feet)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 	
  

 	
 See Sections B.IV.
 (a) and (b)

 


109








	
  

 	
  

 
	
 V.

 	
 IntrastateCollocation

 



          All rates
for intrastate collocation shall be charged at rates found in Verizon’s DTE MA
No. 17 Tariff, Section M5, as amended from time to time.


	
  

 	
  

 
	
 VI.

 	
 INTENTIONALLY
 OMITTED

 
	
  

 	
  

 
	
 VII.

 	
 Interoffice
 Transmission Facilities

 



          Rates for
cross connections provided to ATTB pursuant to Section 11.5 of the Agreement
are as set forth in Verizon’s DTE MA No. 17 Tariff Part M, Section 5.3.4, as
amended from time to time. Recurring rates for unbundled dedicated interoffice
transmission facilities (“IOF”) provided to ATTB pursuant to Section 11.5 of
the Agreement are as set forth in Verizon’s DTE MA No. 17 Tariff, Part M,
Section 2.2.1, as amended from time to time. Non-recurring charges for such IOF
shall be charged at rates specified in Verizon’s MA DTE No. 17 Tariff, Part M,
Section 1.3.1


          Rates for
cross connections provided to Verizon pursuant to Section 4.4.2 of the
Agreement are equal to the rates as set forth in Verizon’s DTE MA No. 17 Tariff
Part M, Section 5.3.4, as amended from time to time. Recurring rates for
dedicated interoffice transmission facilities provided to Verizon pursuant to
Section 4.4.2 of the Agreement are equal to the rates as set forth in Verizon’s
DTE MA No. 17 Tariff, Part M, Section 2.2.1, as amended from time to time.
Non-recurring charges for such dedicated interoffice transmission facilities
shall be charged at rates equal to the rates as specified in Verizon’s MA DTE
No. 17 Tariff, Part M, Section 1.3.1 as amended from time to time.


	
  

 	
  

 
	
 VIII.

 	
 Unbundled
 Multiplexer

 



          Rates for
Unbundled Multiplexer are as set forth in Verizon’s DTE MA No. 17 Tariff, Part
M, Section 2.3, as amended from time to time.


	
  

 	
  

 
	
 IX.

 	
 Access
 to Signaling Systems and Call-Related Database Access

 



          Rates for
Access to Signaling Systems and Call-Related Database Access are as set forth
in Verizon’s DTE MA No. 17 Tariff, Part M, Section 3, as amended from time to
time.


	
  

 	
  

 
	
 X.

 	
 Unbundled
 Local Switching

 



          Rates for
Unbundled Local Switching are as set forth in Verizon’s DTE MA No. 17 Tariff,
Part M, Section 2.6. as amended from time to time.


	
  

 	
  

 
	
 XI.

 	
 Unbundled
 Tandem Switching

 



          Rates for
Unbundled Tandem Switching are as set forth in Verizon’s DTE MA No. 17 Tariff,
Part M, Section 2.4, as amended from time to time.


	
  

 	
  

 
	
 XII.

 	
 Network
 Interface Device (NID)

 
	
  

 	
  

 
	
  

 	
 Rates for Network
 Interface Device (NID) e are as set forth in Verizon’s DTE MA No. 17 Tariff,
 Part

 


110






M, Section 2.12, as amended from time to time.


	
  

 	
  

 
	
 XIII.

 	
 Expanded
 Extended Loop (EEL)

 
	
  

 	
  

 
	
           Rates
 for Expanded Extended Loop are as set forth in Verizon’s DTE MA No. 17
 Tariff, Part M, Section 2.13, as amended from time to time.

 






	
  

 	
  

 
	
 XIV.

 	
 Combinations
 of UNE - Switch Sub Platform

 



          Rates for
Combinations of UNE - Switch Sub Platform are as set forth in Verizon’s DTE MA
No. 17 Tariff, Part M, Section 2.14, as amended from time to time.


	
  

 	
  

 
	
 XV.

 	
 UNE-P
 Combinations

 



          UNE-P is a
combination of existing network elements. Accordingly, UNE-P rates shall be
determined by summing the rates for individual network elements found in the MA
DTE No. 17 as amended from time to time.


	
  

 	
  

 
	
 XVI.

 	
 INTENTIONALLY
 OMITTED

 
	
  

 	
  

 
	
 XVII.

 	
 INTENTIONALLY
 

 



OMITTED C. RESALE8


	
  

 	
  

 
	
 I.

 	
 Wholesale
 Discounts

 



          Wholesale
discounts are as set forth in the Mass. DTE No.14 Tariff, as amended from time
to time. Month- to- month discounts (per qualifying retail rate):


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a. Where AT&T
 Broadband purchases Verizon-provided Operator Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 Business

 	
 24.99%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 Residence

 	
 24.99%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b. Where AT&T
 Broadband does not purchase Verizon Operator Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 Business

 	
 29.47%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 Residence

 	
 29.47%

 






	
  

 	
  

 
	

 


 
	
 8 All rates and charges specified
 herein are pertaining to the Resale Attachment.

 



          In
compliance with the FCC Order approving the Merger of GTE Corporation and Bell
Atlantic (CC Docket No. 98-1840), Verizon will offer limited duration
promotional discounts on resold residential exchange access lines. The terms
and conditions on which these promotional discounts are being made available
can be found on Verizon’s web site, at http://www.gte.com/wise for
former GTE service areas and
http://www.bell-atl.com/wholesale/html/resources.htm for former Bell
Atlantic service areas.


111







D. CUSTOMER USAGE DETAIL 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CHARGES
 Record
 Charges

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ?

 	
  

 	
 Per record
 processed (EMR format)

 	
  

 	
 $

 	
 0.004085*

 	
  

 
	
  

 	
 ??

 	
  

 	
 Per record
 processed (Tandem Subtending Arrangement/EMR)

 	
  

 	
 $

 	
 0.004085*

 	
  

 
	
  

 	
 ?

 	
  

 	
 Per record
 transmitted

 	
  

 	
 $

 	
 0.000118*

 	
  

 
	
  

 	
 ?

 	
  

 	
 Per tape/cartridge

 	
  

 	
 $

 	
 20.12*

 	
  

 



E. 911/E911 INTERCONNECTION


	
  

 	
  

 	
  

 
	
  

 	
 Monthly Rate:

 
	
  

 	
  

 
	
  

 	
 I.

 	
 $252.00 per month
 for an unequipped DS1 Port and $100 per month per voice grade trunk activated
 and equipped on the DS1 port.

 
	
  

 	
  

 	
  

 
	
  

 	
 II.

 	
 $0.05 per line per
 month for unbundled local Switching Element.

 
	
  

 	
  

 	
  

 
	
  

 	
 III.

 	
 Per Verizon’s DTE
 MA No. 17 Tariff, Part M, Section 3.2.

 


112





F. OPERATIONS SUPPORT SYSTEMS


a. 1. Rates for access to, development,
maintenance and use of Operations Support Systems, as related
to the provision of unbundled Network Elements during recovery period:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OSS for UNE
 Providers

 	
  

 
	
  

 	
  

 
	
 (1)

 	
  

 	
 Access to Electronic
 Interface

 	
  

 	
 (per month)

 	
  

 	
 $

 	
 4,907.00

 	
 *

 
	
 (2)

 	
  

 	
 Transaction Cost

 	
  

 	
 (per transaction)

 	
  

 	
 $

 	
 1.19

 	
 *

 
	
 (3)

 	
  

 	
 Customer Record
 Retrieval

 	
  

 	
 (per view)

 	
  

 	
 $

 	
 0.12

 	
 *

 
	
 (4)

 	
  

 	
 Record Change
 Charge

 	
  

 	
 (per change)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (5)

 	
  

 	
 Design Change
 Charge

 	
  

 	
 (per change)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (6)

 	
  

 	
 Customer Loop
 Information

 	
  

 	
 (per loop)

 	
  

 	
 $

 	
 8.71

 	
 *

 
	
 (7)

 	
  

 	
 Data entry search
 (15 minute period)

 	
  

 	
 (per period)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (8)

 	
  

 	
 Out of scope
 request

 	
  

 	
 (per request)

 	
  

 	
  

 	
 ICB

 	
  

 



a.2. Rates for access to, development,
maintenance and use of Operations Support Systems, as related to the provision
of unbundled Network Elements after recovery period:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OSS for UNE
 Providers

 
	
  

 
	
 (1)

 	
  

 	
 Electronic
 Interface Maintenance Charge

 	
  

 	
 (per transaction)

 	
  

 	
 $

 	
 0.38

 	
 *

 
	
 (2)

 	
  

 	
 Customer Record
 Retrieval

 	
  

 	
 (per view)

 	
  

 	
 $

 	
 0.12

 	
 *

 
	
 (3)

 	
  

 	
 Record Change
 Charge

 	
  

 	
 (per change)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (4)

 	
  

 	
 Design Change
 Charge

 	
  

 	
 (per change)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (5)

 	
  

 	
 Customer Loop
 Information

 	
  

 	
 (per loop)

 	
  

 	
 $

 	
 8.71

 	
 *

 
	
 (6)

 	
  

 	
 Data entry search
 (15 minute period)

 	
  

 	
 (per period)

 	
  

 	
 $

 	
 10.74

 	
 *

 
	
 (7)

 	
  

 	
 Out of scope
 request

 	
  

 	
 (per request)

 	
  

 	
  

 	
 ICB

 	
  

 



b.1. Rates for all access to,
development, maintenance and use of Operations Support Systems, as related to
the provision of Resale during the recovery period:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OSS for Resellers

 
	
  

 
	
 (1)

 	
  

 	
 Recurring
 Establishment Charge

 	
  

 	
 (per month)

 	
  

 	
 $

 	
 2,557.00

 	
 *

 
	
 (2)

 	
  

 	
 Non-recurring
 establishment Charge

 	
  

 	
 (per transaction)

 	
  

 	
 $

 	
 1.19

 	
 *

 
	
 (3)

 	
  

 	
 Complex Order
 Charge

 	
  

 	
 (per line)

 	
  

 	
 $

 	
 16.27

 	
 *

 
	
 (4)

 	
  

 	
 Service Center
 Maintenance Charge

 	
  

 	
 (resold line/month)

 	
  

 	
 $

 	
 0.21

 	
 *

 
	
 (5)

 	
  

 	
 Customer Record
 Retrieval

 	
  

 	
 (per view)

 	
  

 	
 $

 	
 0.12

 	
 *

 



b.2. Rates for all access to,
development, maintenance and use of Operations Support Systems, as related to
the provision of Resale after the recovery period:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OSS for Resellers

 
	
  

 
	
 (1)

 	
  

 	
 Electronic
 Interface Maintenance Charge

 	
  

 	
 (per transaction)

 	
  

 	
 $

 	
 0.38

 	
 *

 
	
 (2)

 	
  

 	
 Complex Order
 Charge

 	
  

 	
 (per line)

 	
  

 	
 $

 	
 16.27

 	
 *

 
	
 (3)

 	
  

 	
 Service Center
 Maintenance Charge

 	
  

 	
 (resold line/month)

 	
  

 	
 $

 	
 0.21

 	
 *

 
	
 (4)

 	
  

 	
 Customer Record
 Retrieval

 	
  

 	
 (per view)

 	
  

 	
 $

 	
 0.12

 	
 *

 


113









	
  

 	
  

 
	
 G.

 	
 TIME
 AND MATERIALS CHARGES

 
	
  

 	
  

 
	
           Rates
 for Time and Materials are as set forth in Verizon’s DTE MA No. 17 Tariff, as
 amended from time to time.

 
	
  

 	
  

 
	
 H.

 	
 DIRECTORY
 LISTING SERVICES AND BLV/BLVI

 
	
  

 	
  

 
	
           Rates
 for Directory Listings pursuant to Section 19.1 and BLV/BLVI pursuant to
 Section 19.5 are as set forth in Verizon’s DTE MA No. 10 Tariff, Part M,
 Section 1 as amended from time to time.

 


114





EXHIBIT B


NETWORK ELEMENT BONA FIDE REQUEST


          1. Verizon
shall promptly consider and analyze access to a new unbundled Network Element
with the submission of a Network Element Bona Fide Request hereunder. The
Network Element Bona Fide Request process set forth herein does not apply to
those services requested pursuant to Report & Order and Notice of Proposed
Rulemaking 91-141 (rel. Oct. 19, 1992) ¶ 259 and n.603 or subsequent orders.


          2. A
Network Element Bona Fide Request shall be submitted in writing and shall
include a technical description of each requested Network Element.


          3. AT&T
Broadband may cancel a Network Element Bona Fide Request at any time, but shall
pay Verizon’s reasonable and demonstrable costs of processing and/or
implementing the Network Element Bona Fide Request up to the date of
cancellation.


          4. Within
ten (10) business days of its receipt, Verizon shall acknowledge receipt of the
Network Element Bona Fide Request.


          5. Except
under extraordinary circumstances, within thirty (30) days of its receipt of a
Network Element Bona Fide Request, Verizon shall provide to AT&T Broadband
a preliminary analysis of such Network Element Bona Fide Request. The
preliminary analysis shall confirm that Verizon will offer access to the
Network Element or will provide a detailed explanation that access to the
Network Element is not technically feasible and/or that the request does not
qualify as a Network Element that is required to be provided under the Act.


          6. If
Verizon determines that the Network Element Bona Fide Request is technically
feasible and otherwise qualifies under the Act, it shall promptly proceed with
developing the Network Element Bona Fide Request upon receipt of written
authorization from AT&T Broadband. When it receives such authorization,
Verizon shall promptly develop the requested services, determine their
availability, calculate the applicable prices and establish installation
intervals.


          7. Unless
the Parties otherwise agree, the Network Element Requested must be priced in
accordance with Section 252(d)(1) of the Act.


          8. As
soon as feasible, but not more than ninety (90) days after its receipt of
authorization to proceed with developing the Network Element Bona Fide Request,
Verizon shall provide to AT&T Broadband a Network Element Bona Fide Request
quote which will include, at a minimum, a description of each Network Element,
the availability, the applicable rates and the installation intervals.


115





          9. Within
thirty (30) days of its receipt of the Network Element Bona Fide Request.
quote, AT&T Broadband must either confirm its order for the Network Element
Bona Fide Request pursuant to the Network Element Bona Fide Request quote or
seek arbitration by the Department pursuant to Section 252 of the Act.


          10.
If a Party to a Network Element Bona Fide Request believes that
the other Party is not requesting, negotiating or processing the Network
Element Bona Fide Request in good faith, or disputes a determination, or price
or cost quote, or is failing to act in accordance with Section 251 of the Act,
such Party may seek mediation or arbitration by the Department pursuant to
Section 252 of the Act.


116