Exhibit 10.63


INTERCONNECTION AGREEMENT UNDER SECTIONS 251
AND 252 OF THE

TELECOMMUNICATIONS ACT OF 1996


Dated as of June 24, 2002


by and between 


VERIZON NEW YORK INC. 


and


TELEPORT COMMUNICATIONS GROUP INC.





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.0

 	
  

 	
 DEFINITIONS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.0

 	
  

 	
 INTERPRETATION
 AND CONSTRUCTION

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.0

 	
  

 	
 SCOPE

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.0

 	
  

 	
 INTERCONNECTION
 PURSUANT TO SECTION 251(c)(2)

 	
  

 	
 13

 
	
 4.1

 	
  

 	
 Scope

 	
  

 	
 13

 
	
 4.2

 	
  

 	
 Interconnection
 Methods

 	
  

 	
 15

 
	
 4.3

 	
  

 	
 Mid-Span
 Fiber Meets

 	
  

 	
 18

 
	
 4.4

 	
  

 	
 Other
 Interconnection Methods

 	
  

 	
 18

 
	
 4.5

 	
  

 	
 Interconnection
 in Additional LATAs

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.0

 	
  

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

 	
  

 	
 19

 
	
 5.1

 	
  

 	
 Scope of
 Traffic

 	
  

 	
 19

 
	
 5.2

 	
  

 	
 Trunk Group
 Connections and Ordering

 	
  

 	
 19

 
	
 5.3

 	
  

 	
 Additional
 Switching System Hierarchy and Trunking Requirements

 	
  

 	
 19

 
	
 5.4

 	
  

 	
 Signaling

 	
  

 	
 20

 
	
 5.5

 	
  

 	
 Grades of
 Service

 	
  

 	
 20

 
	
 5.6

 	
  

 	
 Measurement
 and Billing (excluding Meet Point Billing)

 	
  

 	
 20

 
	
 5.7

 	
  

 	
 Reciprocal
 Compensation Arrangements Under Section 251(b)(5) and Intercarrier Compensation
 Arrangements

 	
  

 	
 22

 
	
 5.8

 	
  

 	
 Customer
 Usage Detail

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.0

 	
  

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

 	
  

 	
 25

 
	
 6.1

 	
  

 	
 Scope of
 Traffic

 	
  

 	
 25

 
	
 6.2

 	
  

 	
 Trunk Group
 Architecture and Traffic Routing

 	
  

 	
 25

 
	
 6.3

 	
  

 	
 Meet Point
 Billing Arrangements

 	
  

 	
 25

 
	
 6.4

 	
  

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

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.0

 	
  

 	
 TRANSPORT
 AND TERMINATION OF OTHER TYPES OF TRAFFIC

 	
  

 	
 30

 
	
 7.1

 	
  

 	
 Information
 Services Traffic

 	
  

 	
 30

 
	
 7.2

 	
  

 	
 Transient
 Tandem Service

 	
  

 	
 32

 
	
 7.3

 	
  

 	
 911/E911
 Arrangements

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.0

 	
  

 	
 NUMBER
 RESOURCES, RATE CENTERS AND RATING POINTS

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.0

 	
  

 	
 NETWORK
 MAINTENANCE AND MANAGEMENT; OUTAGES

 	
  

 	
 35

 
	
 9.1

 	
  

 	
 Cooperation

 	
  

 	
 35

 
	
 9.2

 	
  

 	
 Responsibility
 for Following Standards

 	
  

 	
 35

 


- i -









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.3

 	
  

 	
 Interference
 or Impairment

 	
  

 	
 35

 
	
 9.4

 	
  

 	
 Outage
 Repair Standard

 	
  

 	
 36

 
	
 9.5

 	
  

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

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.0

 	
  

 	
 JOINT
 NETWORK IMPLEMENTATION AND GROOMING PROCESS

 	
  

 	
 36

 
	
 10.1

 	
  

 	
 Joint
 Network Implementation And Grooming Process: Installation, Maintenance,
 Testing and Repair

 	
  

 	
 36

 
	
 10.2

 	
  

 	
 Installation,
 Maintenance, Testing and Repair

 	
  

 	
 37

 
	
 10.3

 	
  

 	
 Forecasting
 Requirements for Trunk Provisioning

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.0

 	
  

 	
 UNBUNDLED
 ACCESS

 	
  

 	
 39

 
	
 11.1

 	
  

 	
 Verizon’s
 Provision of Network Elements

 	
  

 	
 39

 
	
 11.2

 	
  

 	
 Loops,
 Sub-Loops, Dark Fiber, Line Sharing, Line Splitting, and House and Riser

 	
  

 	
 40

 
	
 11.3

 	
  

 	
 Network
 Interface Device

 	
  

 	
 40

 
	
 11.4

 	
  

 	
 Unbundled
 Switching Elements

 	
  

 	
 41

 
	
 11.5

 	
  

 	
 Unbundled
 InterOffice Transmission Facilities

 	
  

 	
 42

 
	
 11.6

 	
  

 	
 Operations
 Support Systems

 	
  

 	
 44

 
	
 11.7

 	
  

 	
 Limitations
 on Unbundled Access

 	
  

 	
 44

 
	
 11.8

 	
  

 	
 Availability
 of Other Network Elements on an Unbundled Basis

 	
  

 	
 45

 
	
 11.9

 	
  

 	
 Conversion
 of Live Telephone Exchange Service to Analog 2W Loops

 	
  

 	
 46

 
	
 11.10

 	
  

 	
 Testing,
 Trouble Isolation and Dispatch Associated with Maintenance of Unbundled
 Network Elements

 	
  

 	
 47

 
	
 11.11

 	
  

 	
 Rates

 	
  

 	
 48

 
	
 11.12

 	
  

 	
 Combinations

 	
  

 	
 48

 
	
 11.13

 	
  

 	
 Demand
 Management Forecasts

 	
  

 	
 49

 
	
 11.14

 	
  

 	
 Enhanced
 Cooperative Testing

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.0

 	
  

 	
 RESALE -
 SECTIONS 251(c)(4) and 251(b)(1)

 	
  

 	
 49

 
	
 12.1

 	
  

 	
 Availability
 of Retail Services/Wholesale Rates for Resale

 	
  

 	
 49

 
	
 12.2

 	
  

 	
 Customer
 Specific Offerings

 	
  

 	
 50

 
	
 12.3

 	
  

 	
 Availability
 of Branding for Resale

 	
  

 	
 50

 
	
 12.4

 	
  

 	
 Customer of
 Record

 	
  

 	
 50

 
	
 12.5

 	
  

 	
 Discontinuance
 of Verizon Services

 	
  

 	
 50

 
	
 12.6

 	
  

 	
 Additional
 Terms Governing Resale and Use of Verizon Services

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.0

 	
  

 	
 COLLOCATION
 — SECTION 251(c)(6)

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.0

 	
  

 	
 NUMBER
 PORTABILITY - SECTION 251(b)(2)

 	
  

 	
 56

 
	
 14.1

 	
  

 	
 Scope

 	
  

 	
 56

 
	
 14.2

 	
  

 	
 Procedures
 for Providing LNP (Long-term Number Portability)

 	
  

 	
 56

 
	
 14.3

 	
  

 	
 Procedures
 for Providing NP Through Full NXX Code Migration

 	
  

 	
 59

 
	
 14.4

 	
  

 	
 Transition from
 Interim Number Portability (INP) to LNP

 	
  

 	
 59

 
	
 14.5

 	
  

 	
 Pricing

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.0

 	
  

 	
 DIALING
 PARITY — SECTION 251(b)(3)

 	
  

 	
 59

 


- ii -









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.0

 	
  

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

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.0

 	
  

 	
 DATABASES
 AND SIGNALING

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.0

 	
  

 	
 COORDINATED
 SERVICE ARRANGEMENTS

 	
  

 	
 61

 
	
 18.1

 	
  

 	
 Intercept
 and Referral Announcements

 	
  

 	
 61

 
	
 18.2

 	
  

 	
 Customer
 Contact, Coordinated Repair Calls and Misdirected Inquiries

 	
  

 	
 61

 
	
 18.3

 	
  

 	
 Customer
 Authorization

 	
  

 	
 62

 
	
 18.4

 	
  

 	
 Cooperation
 With Law Enforcement

 	
  

 	
 64

 
	
 18.5

 	
  

 	
 Resolution
 of Annoyance/Harassing Calls

 	
  

 	
 64

 
	
 18.6

 	
  

 	
 Customer
 Credit History

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.0

 	
  

 	
 DIRECTORY
 SERVICES ARRANGEMENTS

 	
  

 	
 65

 
	
 19.1

 	
  

 	
 Directory
 Listings and Directory Distributions

 	
  

 	
 65

 
	
 19.2

 	
  

 	
 Service
 Information Pages

 	
  

 	
 66

 
	
 19.3

 	
  

 	
 Directory
 Publication

 	
  

 	
 67

 
	
 19.4

 	
  

 	
 Other Directory
 Services

 	
  

 	
 67

 
	
 19.5

 	
  

 	
 Directory
 Assistance (DA) and Operator Services (OS)

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.0

 	
  

 	
 RATES AND
 CHARGES; ASSURANCE OF PAYMENT

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.0

 	
  

 	
 INSURANCE

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.0

 	
  

 	
 TERM AND
 TERMINATION; DEFAULT

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.0

 	
  

 	
 DISCLAIMER
 OF REPRESENTATIONS AND WARRANTIES

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.0

 	
  

 	
 INDEMNIFICATION

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.0

 	
  

 	
 LIMITATION
 OF LIABILITY

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.0

 	
  

 	
 SERVICE
 QUALITY MEASUREMENT REPORTS, STANDARDS AND REMEDIES

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.0

 	
  

 	
 COMPLIANCE
 WITH LAWS; REGULATORY APPROVAL

 	
  

 	
 76

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.0

 	
  

 	
 MISCELLANEOUS

 	
  

 	
 77

 
	
 28.1

 	
  

 	
 Authorization

 	
  

 	
 77

 
	
 28.2

 	
  

 	
 Independent
 Contractor

 	
  

 	
 77

 
	
 28.3

 	
  

 	
 Force
 Majeure

 	
  

 	
 78

 
	
 28.4

 	
  

 	
 Good Faith
 Performance

 	
  

 	
 78

 
	
 28.5

 	
  

 	
 Confidentiality

 	
  

 	
 78

 
	
 28.6

 	
  

 	
 Choice of
 Law

 	
  

 	
 80

 
	
 28.7

 	
  

 	
 Taxes

 	
  

 	
 81

 
	
 28.8

 	
  

 	
 Assignment
 and Delegation

 	
  

 	
 83

 
	
 28.9

 	
  

 	
 Billing and
 Payment; Disputed Amounts

 	
  

 	
 84

 


- iii -









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.10

 	
  

 	
 Audits

 	
  

 	
 85

 
	
 28.11

 	
  

 	
 Dispute
 Resolution

 	
  

 	
 86

 
	
 28.12

 	
  

 	
 Notices

 	
  

 	
 93

 
	
 28.13

 	
  

 	
 252(i)
 Obligations

 	
  

 	
 94

 
	
 28.14

 	
  

 	
 Joint Work
 Product

 	
  

 	
 94

 
	
 28.15

 	
  

 	
 No Third
 Party Beneficiaries; Disclaimer of Agency

 	
  

 	
 94

 
	
 28.16

 	
  

 	
 No Licenses

 	
  

 	
 95

 
	
 28.17

 	
  

 	
 Technology
 Upgrades

 	
  

 	
 96

 
	
 28.18

 	
  

 	
 Survival

 	
  

 	
 96

 
	
 28.19

 	
  

 	
 Entire
 Agreement

 	
  

 	
 97

 
	
 28.20

 	
  

 	
 Counterparts

 	
  

 	
 97

 
	
 28.21

 	
  

 	
 Modification,
 Amendment, Supplement, or Waiver

 	
  

 	
 97

 
	
 28.22

 	
  

 	
 Successors
 and Assigns

 	
  

 	
 97

 
	
 28.23

 	
  

 	
 Publicity
 and Use of Trademarks or Service Marks

 	
  

 	
 97

 
	
 28.24

 	
  

 	
 Severability

 	
  

 	
 97

 
	
 28.25

 	
  

 	
 Subcontracting

 	
  

 	
 98

 
	
 28.26

 	
  

 	
 [Intentionally
 deleted]

 	
  

 	
 98

 
	
 28.27

 	
  

 	
 CLEC
 Certification

 	
  

 	
 98

 
	
 28.28

 	
  

 	
 Nonexclusive
 Remedies

 	
  

 	
 98

 


EXHIBITS AND SCHEDULES


	
  

 	
  

 	
  

 
	
 EXHIBIT A

 	
  

 	
  

 
	
 APPENDIX A TO EXHIBIT A

 	
  

 	
 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 5.6

 	
  

 	
 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 5.6.7

 	
  

 	
 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 7.1.4

 	
  

 	
 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 11

 	
  

 	
 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 26.0

 	
  

 	
  

 
	
 APPENDIX A

 	
  

 	
  

 
	
 APPENDIX B

 	
  

 	
  

 


- iv -






INTERCONNECTION AGREEMENT UNDER SECTIONS 251
AND 252 

OF THE TELECOMMUNICATIONS ACT OF 1996


          This
Interconnection Agreement under Sections 251 and 252 of the Telecommunications
Act of 1996, is effective as of the 24th day of June, 2002 (the “Effective
Date”), by and between Verizon New York Inc. (“Verizon”), a New York
corporation with offices at 1095 Avenue of the Americas, New York, New York
10036, and Teleport Communications Group Inc. (“TCG”), a New York corporation
with offices at 32 Avenue of the Americas, New York, New York 10013 (the
“Parties”). 


          WHEREAS,
the Federal Communications Commission (the “FCC”) has issued rules to implement
the Telecommunications Act of 1996 (as amended or modified from time to time,
the “Act”) (including In the Matter of the Local Competition Provisions in the
Telecommunications Act of 1996, FCC 96-325 (hereinafter, as amended, modified,
stayed or reconsidered from time to time, the “Order”); and 


          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. 


          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, TCG and Verizon hereby agree as follows: 


	
  

 	
  

 
	
 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 shall have
the meanings set forth in the Act, or the FCC’s or Commission’s applicable
rules, regulations or orders. Where a term is defined in both this Agreement
and in a Verizon Tariff governing the provision of any services, arrangements,
or facilities provided hereunder, the term as defined in the Verizon Tariff
shall control, except as otherwise provided pursuant to an order by the New
York State Public Service Commission (“Commission”) in an arbitration
proceeding between the Parties pursuant to Section 252 of the Act. 


          1.1
[Intentionally deleted.] 


          1.2
“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 as from time to time interpreted in the
duly authorized rules and regulations of the FCC or the Commission. 


          1.3
“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 


1





specified in
ANSI standards T1.413-1998 and Bell Atlantic Technical Reference TR-72575. 


          1.4
[Intentionally deleted.] 


          1.5
“Agreement” means this Interconnection Agreement including all Exhibits,
Schedules, addenda, and attachments referenced herein and/or appended hereto. 


          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: BLV/BLVI, Directory Assistance, 911/E911, Operator Services (IntraLATA
call completion), IntraLATA third party, collect and calling card, 800/888
database query, LIDB, and information services requiring special billing as
described in section 7.1. 


          1.7
“Applicable Laws” or “Law” means all laws, rules, regulations, and orders
(state or federal) which are applicable to each Party’s performance of its
obligations hereunder. 


          1.8
[Intentionally deleted.] 


          1.9
[Intentionally deleted.] 


          1.10
“Automatic Number Identification” or “ANI” means a signaling parameter which
refers to the number transmitted through a network identifying the billing
number of the calling party. 


          1.11
“Bona Fide Request” or “BFR” means the process as described in Verizon’s PSC NY
No. 10 Tariff that prescribes the terms and conditions relating to TCG’s
request that Verizon provide an unbundled Network Element or Interconnection
that it is not otherwise required to provide under the terms of this Agreement.



          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. 


          1.13
“Busy Line Verification 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. 


          1.13a
[Intentionally Deleted.] 


          1.14
“Calling Party Number” or “CPN” is a Common Channel Signaling (“CCS”) parameter
which refers to the number transmitted through a network identifying the
calling party. 


2





          1.15
“Central Office Switch” means a switch used to provide Telecommunications
Services, including, but not limited to: 


          (a)
An “End Office Switch” or “End Office” which is a switching entity that is used
to terminate Customer station Loops for the purpose of interconnection to each
other and to trunks. An “End Office Host” is an End Office that has the
capability of supporting other switching entities in a Host-Remote relationship
by providing “Host” functionalities to those remote entities; “End Office
Remote” is an End Office that is not an End Office Host; and 


          (b)
A “Tandem Switch” or “Tandem Office” or “Tandem” which is a switching entity
that has billing and recording capabilities and is used to connect and switch
trunk circuits between and among End Office Switches and between and among End
Office Switches and carriers’ aggregation points, points of termination, or
points of presence, and to provide Switched Exchange Access Services. 


          A
Central Office Switch may also be employed as a combination End Office/Tandem
Office Switch or 911 tandem. 


          1.16
“CLASS (Custom Local Access Signaling Service) Features” means certain
CCS-based features available to Customers including, but not limited to:
Automatic Call Back; Call Trace; Caller Identification, and future CCS-based
offerings. 


          1.17
“Collocation” means an arrangement in which the equipment of TCG is installed
and maintained at the premises of Verizon for the purpose of Interconnection
with Verizon or access to the unbundled Network Element of Verizon. 


          1.18
“Commission” means the New York State Public Service Commission. 


          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. “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 TCG currently utilize this out-of-band signaling protocol. “CCSAC”
or “CCSAS” means the Common Channel Signaling access connection or service,
respectively, which connects one Party’s signaling point of Interconnection
(“SPOI”) to the other Party’s STP for the exchange of SS7 messages. 


          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
New York. For purposes of this Agreement, TCG is a CLEC. 


          1.21
“Cross Connection” means a jumper cable, or similar connection provided with a
Collocation arrangement at the digital signal cross connect, Main Distribution
Frame or other suitable frame or panel between (i) TCG’s equipment and (ii) the
equipment or facilities of Verizon. 


3





          1.22
“Customer” means a third-party residence or business end-user subscriber to
Telecommunications Services provided by either of the Parties, provided,
however, the term “Customer” does not include a Party. 


          1.22a
“Customer Usage Detail Information” means the usage information for either a
Verizon resold local exchange dial tone line or unbundled Local Switching port
purchased by TCG under this Agreement that Verizon would record if Verizon was
furnishing such Verizon retail local exchange dial tone line service to a
Verizon end-user retail Customer. 


          1.23
“Days” shall mean calendar days unless otherwise designated as “business days”.



          1.24
[Intentionally deleted.] 


          1.25
[Intentionally deleted.] 


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


          1.27
“Digital Signal Level 0” or “DS0” means the 64 Kbps zero-level signal in the
time-division multiplex hierarchy. 


          1.28
“Digital Signal Level 1” or “DS1” means the 1.544 Mbps first-level signal in
the time-division multiplex hierarchy. 


          1.29
“Digital Signal Level 3” or “DS3” means the 44.736 Mbps third-level in the
time-division multiplex hierarchy 


          1.30
“8YY” refers to toll free service area codes and includes the existing 800,
888, 877, 866, and 855 toll free service access codes and such other future
toll free service access codes as may be approved by the Industry Numbering
Committee or its successor. 


          1.31
“Entrance Facility” means the facility between a Party’s designated premises
and the Central Office serving that designated premises. 


          1.32
“Exchange Message Interface” or “EMI” 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 SR-320 published by the Alliance for Telecom Industry Solutions. 


          1.33
“FCC” means the Federal Communications Commission. 


          1.33a
“FCC Internet Order” means the Order on Remand and Report and Order, In the
Matter of Implementation of the Local Competition Provisions in the
Telecommunications Act of 1996, Intercarrier Compensation for ISP Bound
Traffic, FCC 01-131, CC Docket Nos. 96-98 and 99-68, (adopted April 18, 2001). 


4





          1.34
“FCC Regulations” means the regulations duly and lawfully promulgated by the
FCC, as in effect from time to time. 


          1.35
“HDSL” or “High-Bit Rate Digital Subscriber Line” means a transmission technology
which transmits up to a DS-1-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 (“3B1Q”). 


          1.36
[Intentionally deleted.] 


          1.37
“Independent Telephone Company” or “ITC” means any entity other than Verizon
which, with respect to its operations within New York, is an Incumbent Local
Exchange Carrier. 


          1.38
“Information Services Traffic” means Reciprocal Compensation 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., 540, 550, 976, 940, and 970). 


          1.39
“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. 


          1.40
“Integrated Digital Loop Carrier” or “IDLC” means a subscriber Loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) Loop transmission paths combined into a 1.544 Mbps digital signal. 


          1.41
“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 one
(1) 64 kbps data and signaling channel (23 B+D). 


          1.42
[Intentionally deleted.] 


          1.43
“Interexchange Carrier” or “IXC” means a carrier that provides, directly or
indirectly, interLATA and in some instances intraLATA Telephone Toll Services. 


          1.44
“Interim Number Portability” or “INP” means the use of existing and available
call routing, forwarding, and addressing capabilities (e.g. remote call
forwarding) to enable a Customer to receive Telephone Exchange Service provided
by any Local Exchange Carrier operating within the exchange area with which the
Customer’s telephone number(s) is associated, without having to change the
telephone number presently assigned to the Customer and regardless of whether
the Customer’s chosen Local Exchange Carrier is the carrier that originally
assigned the number to the Customer. 


5





          1.44a
“Internet Service Provider (“ISP”)” is an entity that provides its customers
the ability to obtain on-line information through the Internet. 


          1.45
“Internet Traffic” means any traffic that is transmitted to or returned from
the Internet at any point during the duration of the transmission. 


          1.46
“IntraLATA Toll Traffic” means those intraLATA calls, if any, that are not
defined as Reciprocal Compensation Traffic in this Agreement. 


          1.47
“Line sharing” is an arrangement by which Verizon facilitates TCG’s provision
of ADSL (in accordance with T1.413), Splitterless ADSL (in accordance with
T1.419), RADSL (in accordance with TR # 59), MVL (a proprietary technology), or
any other xDSL technology that is presumed to be acceptable for shared line
deployment in accordance with FCC rules, to a particular Customer location over
an existing copper Loop that is being used simultaneously by Verizon to provide
analog circuit-switched voice grade service to that Customer by making
available to TCG, solely for TCG’s own use for provisioning those Advanced
Services that are presumed to be acceptable for shared line deployment in
accordance with FCC rules (“Advanced Services”), the frequency range above the
voice band on the same copper Loop required by TCG to provide such services.
This Agreement addresses line sharing over loops that are entirely copper
loops. The Parties do not intend anything in this Agreement to prejudice either
TCG’s position that line sharing may occur on loops constructed of fiber optic
cable, digital loop carrier electronics, and copper distribution cable or
Verizon’s position that line sharing can only occur over copper loops or copper
sub-loops. 


          1.48
“Line Side” means an End Office Switch connection that provides transmission,
switching and optional features suitable for Customer connection to the public
switched network, including loop start supervision, ground start supervision,
and signaling for basic rate ISDN service. 


          1.49
“Line Splitting” is an arrangement by which TCG, at its Collocation arrangement
or the Collocation arrangement provided by Verizon to another CLEC, facilitates
that CLEC’s provision of ADSL (in accordance with T1.413) or any other xDSL
technology that is presumed to be acceptable for shared line deployment in
accordance with FCC rules, to a particular TCG Customer over the high frequency
range portion of an existing copper xDSL compatible Loop (i.e. compatible with
an xDSL service that is presumed to be acceptable for shared line deployment in
accordance with FCC rules) (“data channel”) provided by Verizon that is used
simultaneously by TCG to provide analog circuit-switched voice grade service to
that Customer through the provision of unbundled Local Switching. 


          1.50
[Intentionally deleted] 


          1.51
[Intentionally deleted] 


          1.51
“Loop” means a transmission path that extends from a Main Distribution Frame,
DSX panel or functionally comparable piece of equipment in a Customer’s serving
End Office to the Rate Demarcation Point (or NID if installed at the Rate 


6





Demarcation
Point) in or at the Customer’s premises. The actual transmission facilities
used to provide a Loop may utilize any of several technologies. 


          1.51a
“Loop Demarcation Point” or “Rate Demarcation Point” means the physical point
in a Verizon-provided network facility at which Verizon’s responsibility for
maintaining the 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. 


          1.51b
“Loss” or “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” 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 Bellcore 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 Bellcore 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, with each LEC receiving an appropriate share of the transport element
revenues as defined by their effective Exchange Access tariffs, and as also
outlined in the MECAB guidelines. “Meet-Point Billing Traffic” means traffic
that is subject to an effective Meet-Point Billing arrangement. 


          1.56
[Intentionally deleted] 


          1.57
[Intentionally deleted.] 


          1.58
[Intentionally deleted.] 


          1.59
“Network Interface Device” or “NID” means an interface provided by a
Telecommunications Carrier, including all features, functions and capabilities
of such 


7





interface, and
terminating such Carrier’s telecommunications network on the property where a
Customer’s service is located at a point determined by such Carrier. The NID
contains a FCC Part 68 registered jack from which Inside Wire may be connected
to the other Party’s network. 


          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; 8YY, 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). 


          1.62a
“Percent Interstate Usage” or “PIU” is a factor that is used to determine the
interstate portion of minutes of traffic exchanged via Traffic Exchange Trunks.
PIU is developed from the measurement of calls in which the calling and called
parties are not located within the same state. PIU is the first such factor
applied to traffic for jurisdictional separation of traffic. 


          1.63
“Percent Local Usage” or “PLU” is a factor that is used to determine the
portion of traffic exchanged via Traffic Exchange Trunks that is made up of
Reciprocal Compensation Traffic minutes or dial-up, switched Internet Traffic
minutes (that are compensable pursuant to the FCC Internet Order). PLU, in New
York, is developed from the measurement of calls in which the calling and
called party are located within a given LATA. The PLU factor is applied to
traffic only after the PIU factor has been applied for jurisdictional
separation of traffic. 


          1.64
“Point of Interconnection” or “POI” means the physical location where the
originating Party’s facilities (owned or leased) physically interconnect with
the terminating Party’s facilities for the purpose of exchanging traffic. 


          1.65
“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 and the switching components of an End
Office Switch and the associated switching functionality in that End Office
Switch. Each Port is typically associated with one (or more) telephone
number(s) which serves as the Customer’s 


8





network
address. The Port Element is part of the provision of unbundled local Switching
Element. 


          1.66
“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. 


          1.66a
A “Rate Center Point” is 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. 


          1.67
[Intentionally omitted] 


          1.68
“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 Rating Point is used to calculate mileage
measurements for distance-sensitive transport charges of switched access
services. Pursuant to Bellcore 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 Bellcore 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. 


          1.69
“Reciprocal Compensation” means the arrangement for recovering costs incurred
for the transport and termination of eligible IntraLATA Traffic originating on
one Party’s network and terminating on the other Party’s network and refers to
the payment arrangements set forth in Subsection 5.7 below. 


          1.70
“Reciprocal Compensation Traffic” means a call completed between two Telephone
Exchange Service Customers of the Parties located in the same LATA, originated
on one Party’s network and terminated on the other Party’s network where such
call was not carried by a third party carrier during the course of the call or
carried by a Party as either a presubscribed call (1+) or a casual dialed
(10XXX or 1010XXXX) call originated by a Telephone Exchange Customer of another
carrier. Subject to the FCC Internet Order, Reciprocal Compensation Traffic
does not include Internet Traffic. 


          1.71
[Intentionally deleted.] 


9





          1.72
“Service” means any Interconnection arrangement, Network Element, Telecommunications
Service, Collocation arrangement, or other service, facility or arrangement,
offered for sale by a Party under this Agreement. 


          1.73
“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. 


          1.74
“Signaling Transfer Point” or “STP” means a packet switch in the CCS network
that is used to route signaling messages among SSPs, SCPs and other STPs in
order to set up calls and to query databases for advanced services. Verizon’s
network includes mated pairs of local and regional STPs. STPs are provided in
pairs for redundancy. Verizon STPs conform to ANSI T1.111-8 standards. It
provides SS7 Network Access and performs SS7 message routing and screening. 


          1.74a
[Intentionally deleted.] 


          1.75
“Switched Access Detail Usage Data” means a category 1101XX record as defined
in the EMI Bellcore Practice BR-010-200-010. 


          1.76
“Switched Access Summary Usage Data” means a category 1150XX record as defined
in the EMI Bellcore Practice BR-010-200-010. 


          1.77
“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, 8YY access, and
900 access. 


          1.78
“Synchronous Optical Network” or “SONET” is the North American standard for the
transmission of high capacity bandwidth over optical facilities. 


          1.79
“Tariff” means any applicable federal or state tariff of a Party, 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 any “Statement of
Generally Available Terms and Conditions” (“SGAT”) which Verizon has filed or
may file pursuant to Section 252(f) of the Communications Act of 1934, 47
U.S.C. § 252(f). 


          1.80
[Intentionally deleted.] 


          1.81
[Intentionally deleted.] 


          1.82
[Intentionally deleted.] 


          1.83
[Intentionally deleted.] 


10






          1.84
[Intentionally deleted.] 


          1.85
[Intentionally deleted.] 


          1.86
[Intentionally deleted.] 


          1.87
[Intentionally deleted.] 


          1.87a
“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 Reciprocal Compensation 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. 


          1.88
[Intentionally deleted.] 


          1.89
“Tandem Transit Traffic” or “Transit Traffic” means the traffic that is
exchanged under the Transient Tandem Service set forth in Verizon’s PSC NY No.
8 Tariff. 


          1.90
“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 network). Trunk Side connections
offer those transmission and signaling features appropriate for the connection
of switching entities. 


          1.91
[Intentionally deleted.] 


          1.92
[Intentionally deleted.] 


          1.93
“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. 


          1.93a
[Intentionally deleted.] 


          1.94
“Wire Center” means a building or portion of a building which serves as a
Routing Point for Switched Exchange Access Service. The Wire Center serves as
the premises for one or more Central Offices. 


	
  

 	
  

 
	
 2.0 INTERPRETATION AND CONSTRUCTION 

 



          2.1 All references to Sections,
Attachments, Exhibits and Schedules shall be deemed to be references to
Sections, Attachments, Exhibits and Schedules to this Agreement unless the
context shall otherwise require or as specifically provided herein. 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 or as otherwise
specifically provided herein, any reference to any technical publication,
agreement, other instrument (including Verizon or other 


11





third party
offerings, guides or practices), statute, regulation, rule, order or Tariff is
to such technical publication, agreement, other instrument, statute,
regulation, rule, order or Tariff, as amended and supplemented from time to
time (and, in the case of a statute, regulation, rule or Tariff, to any
successor provision). 


          2.2 The terms and conditions of any and all
Attachments, Schedules and Exhibits hereto, as amended from time to time by
mutual agreement of the Parties, are incorporated herein by reference and shall
constitute part of this Agreement as if fully set forth herein. This Agreement
shall be construed and/or interpreted wherever possible to avoid conflict
between the provisions hereof and the Attachments, Schedules or Exhibits
hereto. If any provision contained in this main body of the Agreement and any
Attachment, 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. 


          2.3 Each Party hereby incorporates by
reference those provisions of its Tariffs that govern the provision of any of
the services or facilities provided hereunder. Subject to the terms set forth
in Section 20 regarding rates and charges, to the extent any provision of this
Agreement and an applicable Tariff cannot be reasonably construed or
interpreted to avoid conflict, the provision contained in this Agreement
(including without limitation its Attachments, Exhibits and Schedules) shall
prevail. In those instances where the Tariff and the Agreement address the same
subject matter and there is no conflict, the more specific provisions shall
prevail over the more general. 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. 


          2.4 Other Definitional Provisions. The
terms defined in this Agreement include the plural as well as the singular.
Unless otherwise expressly stated, the words “herein”, “hereof”, “hereunder”,
and other words of similar import refer to this Agreement as a whole. The words
“include” and “including” shall not be construed as terms of limitation. The
word “day” or “days” shall mean calendar day(s) unless otherwise designated. 


	
  

 	
  

 
	
 3.0 SCOPE 

 



          This
Agreement sets forth the terms, conditions and prices under which TCG and
Verizon will offer and provide to each other within each LATA in which the
Parties operate in New York Interconnection of their respective networks and
services, as applicable, related to such Interconnection, for their respective
use in providing Telephone Exchange Services. Additionally, this Agreement sets
forth the terms, conditions, and prices that Verizon will provide within each
LATA in which it operates in New York access to unbundled Network Elements and
Resold Services (as defined in Section 12) and ancillary services related
thereto consistent with both Parties’ rights and obligations to the extent
required by Applicable Law. 


          Notwithstanding
any other provision of this Agreement, with respect to Verizon New York, the
scope of this Agreement shall include only the service territory of Verizon 


12





New York’s
predecessor company prior to June 30, 2000 (i.e., Bell Atlantic – New York,
Inc.). 


	
  

 	
  

 
	
 4.0 INTERCONNECTION PURSUANT TO SECTION 251(C)(2) 

 



          The
types of Traffic to be exchanged under this Agreement shall be Reciprocal
Compensation Traffic, Internet Traffic, IntraLATA Toll (and InterLATA Toll, as
applicable) Traffic, Tandem Transit Traffic, Meet Point Billing Traffic, and
Ancillary Traffic. Subject to the terms and conditions of this Agreement,
Interconnection of the Parties’ facilities and equipment pursuant to this
Section 4.0 for the transmission and routing of Telephone Exchange Service
traffic and Exchange Access traffic shall be established in accordance with
Sections 4.2 and 4.3 below. 


          4.1 Scope 


                    4.1.1
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 Reciprocal Compensation Traffic, Tandem Transit Traffic,
 translated LEC IntraLATA toll free service access code (e.g., 800/888/877)
 (hereinafter, 8YY) traffic, IntraLATA Toll Traffic, and, where agreed to
 between the Parties and as set forth in Subsection 4.2.10 below, InterLATA
 Toll Traffic between their respective Telephone Exchange Service Customers
 pursuant to Section 251(c)(2) of the Act, and, Internet Traffic, all in
 accordance with Section 5 below; 

 
	
  

 	
  

 
	
  

 	
 Access Toll
 Connecting Trunks for the transmission and routing
 of Exchange Access traffic, including translated interLATA 8YY traffic,
 between TCG Telephone Exchange Service Customers and purchasers of Switched
 Exchange Access Service via a Verizon access Tandem, pursuant to Section
 251(c)(2) of the Act, in accordance with Section 6 below; 

 
	
  

 	
  

 
	
  

 	
 Untranslated
 8YY Access Toll Connecting Trunks for the
 transmission and routing of untranslated 8YY traffic from TCG Telephone
 Exchange Service Customers to a single Verizon access Tandem as designated by
 Verizon for translation in accordance with Section 6 below; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


13









	
  

 	
  

 
	
  

 	
 Other types
 of trunk groups may be used by the Parties as provided in other Sections of
 this Agreement or in other separate agreements between the Parties (e.g.,
 Directory Assistance Trunks, Operator Services Trunks, BLV/BLVI Trunks). 

 



                    4.1.2
Points of Interconnection. 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 (i.e., technically feasible
POI), as described in Section 4.2. For the purpose of delivering its
originating traffic, TCG will establish at least one POI within a LATA in which
TCG offers local exchange service, and, at TCG’s discretion, will establish
multiple POIs within a LATA.


                    4.1.3
Financial Responsibility. Each Party is responsible
for delivering its Reciprocal Compensation Traffic and Internet Traffic that is
to be terminated by the other Party to the other Party’s relevant switch. The
originating Party will be financially responsible for providing transport on
its side of the other Party’s switch and the terminating party will be
responsible for providing transport on its side of its switch, and the cost of
such transport will be recovered through Reciprocal Compensation and
intercarrier compensation pursuant to the FCC’s Internet Order, as applicable,
under the terms of Section 5.7. To the extent that the originating Party’s POI
is not located at the terminating Party’s relevant switch, the originating
Party will compensate the terminating Party for transporting its traffic to the
terminating Party’s relevant switch in accordance with this Section 4 and the
rates set forth in Exhibit A.


                              4.1.3.1
In the case of Verizon as the receiving Party for
Reciprocal Compensation Traffic and Internet Traffic delivered by TCG to Verizon,
the relevant Verizon-switch shall be either: 


                    (i)
the Verizon Tandem subtended by the terminating End Office serving the Verizon
Customer; or 


                    (ii)
the Verizon End Office serving the Verizon Customer. 


                              4.1.3.2
In the case of TCG as the receiving Party for
Reciprocal Compensation Traffic and Internet Traffic delivered by Verizon to
TCG, the relevant TCG switch is the TCG switch serving the TCG customer. In the
event that TCG elects to offer service within a LATA using a switch location in
another LATA, TCG agrees to provide transport for both Parties’ traffic between
the remote TCG switch and a point (i.e., a facility point of presence)
designated by TCG within the LATA in which TCG offers service. Such facility
point of presence shall be deemed to be the relevant TCG switch for the
purposes of this Section 4. 


                    4.1.4
Transition To New Interconnection Arrangements. For
transition to new Interconnection methods made available pursuant to this
Section 4, or for conversion from two-way Traffic Exchange Trunks to one-way
Traffic Exchange Trunks (collectively, “Interconnection Arrangements”), the
Parties may convert such existing affected Interconnection Arrangements in accordance
with the following: 


14





                              4.1.4.1
The Parties will mutually develop a commercially
reasonable transition plan for each LATA that will include, but not be limited
to: (1) two-way trunk groups that the Parties intend to transition to one-way
trunk groups, if applicable; (2) each Party’s plans for implementing new
methods of Interconnection pursuant to this Section 4; and (3) each Party’s
POI, including any new POI, if applicable. The Parties shall agree upon the
sequence and timeframes for the transition of existing Interconnection
Arrangements to the new Interconnection Arrangements and any special ordering
and implementation procedures to be used for such transition. 


                              4.1.4.2
Unless otherwise agreed to by the Parties as part of
the transition plan established pursuant to Section 4.1.4.1 above, the Party
requesting transition to a new Interconnection Arrangement under this Section
4.1.4 shall pay to the other Party any applicable charges incurred for services
rendered by the other Party in connection with the conversion from existing
Interconnection Arrangements to the new Interconnection Arrangements available
under this Agreement. 


                    4.1.5
The Parties will mutually agree upon where one-way Traffic Exchange Trunks
(trunks with traffic going in one direction, including one-way trunks and
uni-directional two-way trunks) and/or two-way Traffic Exchange Trunks (trunks
with traffic going in both directions) will be deployed. To the extent the
Parties agree to deploy one-way trunk groups, the Parties shall configure
separate one-way or two-way (with traffic going in one direction) trunk groups
for those trunk types described in Subsection 4.1.1 above and provision and
maintain such one-way trunk groups in accordance with Section 10 of this
Agreement. The Parties agree that Access Toll Connecting Trunks shall be
two-way trunks. If the Parties have deployed two-way Traffic Exchange Trunks
under the Interconnection arrangements in place on the Effective Date of this
Agreement, then the Parties, as soon as practicable, shall enter into good
faith negotiations to amend this Agreement to provide mutually agreed upon
terms and conditions governing such two-way Traffic Exchange Trunks. Unless otherwise
agreed to by the Parties, if, within sixty (60) days of the Effective Date of
this Agreement, the Parties have not agreed on mutually acceptable terms and
conditions for two-way Traffic Exchange Trunks, either Party may institute an
appropriate proceeding before the Commission to obtain relief. Until the
earlier of such time that the Parties have amended this Agreement to include
terms and conditions governing two-way Traffic Exchange Trunks or such Traffic
Exchange Trunks are no longer deployed, the Parties shall continue to
administer and provision such two-way Traffic Exchange Trunks existing as of
the Effective Date of this Agreement in accordance with the terms and
conditions under which they operate on the Effective Date of this Agreement. Notwithstanding
the foregoing, financial obligations for the transport of traffic between the
Parties shall be governed under Section 4.1.3. 


          4.2 Interconnection Methods 


                    4.2.1
TCG may specify any of the following methods for its originating
traffic for Interconnection with Verizon:


15





                              4.2.1.1
A Collocation node TCG has established at a Verizon
Wire Center pursuant to Section 13 of this Agreement; and/or 


                              4.2.1.2
A Collocation node that has been established
separately at a Verizon Wire Center by a third party with whom TCG has
contracted for such purposes; and/or 


                              4.2.1.3
An Entrance Facility, where applicable, and transport
(and any necessary multiplexing) leased from Verizon pursuant to the terms of
Section 20 and Exhibit A, Section 1(A)(I)(3), from the TCG POI to the relevant
Verizon tandem or end office; and/or 


                              4.2.1.4
Intra-building Interconnection (utilizing
intra-building cable) where both Parties have a switch or, in the case of TCG,
a facility point of presence within a Verizon Wire Center building under a
condominium arrangement between the Parties; and/or 


                              4.2.1.5
To the extent required by Applicable Law and upon
receipt of a written Bona Fide Request, Verizon will make available to TCG any
other technically feasible method of interconnection.


                    4.2.2
Verizon may specify any of the following methods for
its originating traffic for Interconnection with TCG: 


                              4.2.2.1
Interconnection at a Collocation node that TCG has
established at a Verizon Wire Center pursuant to Section 13 of this Agreement,
subject to reasonable forecasted capacity requirements of TCG (and, for the
avoidance of any doubt, if such reasonable forecasted capacity requirements
preclude Verizon from interconnecting with TCG at an TCG Collocation node at a
Verizon Wire Center, Verizon may request a space license arrangement at an TCG
premise pursuant to Section 4.2.2.3 below and in accordance with pricing set
forth under Section 20.3 hereof); and/or 


                              4.2.2.2
Interconnection at a Collocation node that has been
established separately at a Verizon Wire Center by a third party and such third
party has established facilities between the Verizon Wire Center and the
relevant TCG switch; and/or 


                              4.2.2.3
Via equipment Verizon places at the TCG premises in
accordance with rates, terms and conditions of TCG’s effective Tariff, or if no
such Tariff is available, in accordance with a mutually acceptable written
agreement which the Parties shall promptly negotiate at Verizon’s request. The
terms of any such agreement shall stipulate that it shall remain in effect only
until TCG has an effective Tariff in place. Unless otherwise agreed to by the
Parties, if, within thirty (30) days of the receipt of Verizon’s request for
negotiation, the Parties have not agreed on mutually acceptable rates, terms
and conditions, or if at any time during such 30-day period the Parties shall have ceased to negotiate such
rates, terms and conditions for a continuous period of 


16





fifteen (15)
days, either Party may institute an appropriate proceeding before the
Commission to obtain relief; and/or 


                              4.2.2.4
Upon mutual agreement of the Parties, via equipment
placed by a third party at the relevant TCG switch under separate terms and
conditions between TCG and such third party with whom Verizon has contracted
for such purposes; and/or 


                              4.2.2.5
An Entrance Facility, where applicable, and transport
(and any necessary multiplexing) from the Verizon POI to the relevant TCG
switch leased from TCG pursuant to the terms of Section 20 and Exhibit A,
Section 2(A)(I)(2); and/or 


                              4.2.2.6
Intra-building Interconnection (utilizing intra-building cable) where both
Parties have a switch or, in the case of TCG, a facility point of presence
within a Verizon Wire Center building under a condominium arrangement between
the Parties. 


                    4.2.3
Each Party may order from the other Party any of the
Interconnection methods specified above in accordance with the rates and charges,
order intervals and other terms and conditions, set forth in this Agreement, in
any applicable Tariff(s), or as may be otherwise agreed to between the Parties.


                    4.2.4
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.


                    4.2.5
If, pursuant to Section 4.1.4, a Party elects to
provision its own one way trunks, that Party will be responsible for the
expense of providing such trunks for the delivery of Reciprocal Compensation
Traffic, Internet Traffic and IntraLATA Toll Traffic to the other Party’s
switch.


                    4.2.6
Intentionally Deleted. 


                    4.2.7
In the event the traffic volume between a receiving
Party’s End Office and the originating Party’s POI, which is carried by a
Tandem-routed Meet Point B Traffic Exchange Trunk group, exceeds the CCS busy
hour equivalent of one (1) DS-1 over a one-month study period and/or 200,000
combined minutes of use for a single month the originating Party shall promptly
establish new Meet Point A one-way Traffic Exchange Trunk groups between the
receiving Party’s End Office and the originating Party’s POI. For purposes of
this paragraph, Verizon shall satisfy its End Office trunking obligations by
handing off traffic to the relevant TCG switch.


                    4.2.8
Upon mutual agreement of the Parties and where
Verizon’s existing billing systems currently support the billing of Reciprocal
Compensation Traffic and Internet Traffic over Feature Group D trunks carrying
Switched Exchange Access Service, TCG may combine its originating Reciprocal
Compensation Traffic, Internet 


17





Traffic and
IntraLATA Toll Traffic with Switched Exchange Access Service traffic on Feature
Group D trunks. TCG shall report to Verizon all factors necessary for proper
billing of such combined traffic. Such reporting requirements are provided in
5.6 of this Agreement.


                    4.2.9
Under any of the architectures and methods of
Interconnection 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 Mid-Span Fiber Meets 


                    4.3.1
In addition to the foregoing methods of
Interconnection, and subject to mutual agreement of the Parties, the Parties
may agree to establish a Mid-Span Fiber Meet arrangement in accordance with the
terms of this Section 4.3 which may include a SONET backbone with either an
electrical interface at the DS-3 level or an optical interface at the OC-n
level in accordance with the terms of this Section.


                    4.3.2
The establishment of any Mid-Span Fiber Meet
arrangement is expressly conditioned upon the Parties’ reaching prior agreement
on routing, appropriate sizing and forecasting, equipment, ordering,
provisioning, maintenance, repair, testing, augmentation, and compensation
procedures and arrangements, reasonable distance limitations, the types of
traffic carried via such Mid-Span Fiber Meet arrangement and on any other arrangements
necessary to implement the Mid-Span Fiber Meet arrangement.


          4.4
Other Interconnection Methods 


                    In
addition to the interconnection methods already set forth in this Section 4,
the Parties may agree to other interconnection methods, and in addition, the
Parties shall interconnect via other interconnection methods, if any, that are
required under Applicable Law. 


          4.5
Interconnection in Additional LATAs 


                    4.5.1
If TCG determines to offer Telephone Exchange Services
and to interconnect with Verizon in any LATA in which Verizon also offers
Telephone Exchange Services and in which the Parties are not already
interconnected pursuant to this Agreement, TCG 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 initial Rating Point(s) TCG has designated in the new LATA; (b) the
relevant TCG switch(es) to be established in the relevant LATA in accordance
with this Agreement; (c) TCG’s intended Interconnection activation date and (d)
a forecast of TCG’s trunking requirements conforming to Section 10.3. Within
ten (10) business days of Verizon’s receipt of TCG’s notice provided for in
Section 4.5.1, Verizon and TCG shall confirm the 


18





Verizon
switch(es), the TCG switch(es) and the Interconnection activation date for the
new LATA.


                    4.5.3
The Interconnection activation date in a new LATA
shall be mutually agreed to by the Parties after receipt by Verizon of all
necessary information. Unless otherwise agreed to by the Parties, such
Interconnection activation date shall not be earlier than sixty (60) days, and
not later than one hundred eighty (180) days, after receipt by Verizon of all
necessary information. This subsection 4.5.3 shall not apply to Mid-Span Fiber
Meet arrangements set forth in Section 4.3.


	
  

 	
  

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

 



          5.1
Scope of Traffic 


          Section
5 prescribes parameters for trunk groups (the “Traffic Exchange Trunks”) used
for Interconnection pursuant to Section 4 for the transmission and routing of
Reciprocal Compensation Traffic, Internet Traffic, Transit Traffic, translated
LEC IntraLATA 8YY Traffic, InterLATA Toll Traffic (to the extent applicable),
and IntraLATA Toll Traffic between the Parties’ respective Telephone Exchange
Service Customers. 


          5.2 Trunk Group Connections and Ordering 


                    5.2.1
Traffic Exchange Trunk group connections will be made
at a DS-1 or DS-3 level. Higher speed connections shall be made, when and where
available, in accordance with the Joint Implementation and Grooming Process
prescribed in Section 10. When Traffic Exchange Trunks are terminated using a
DS-3 interface facility at a Verizon Wire Center location, TCG shall order the
DS-3 to DS-1 multiplexing at such Verizon Wire Center location, provided
however, that TCG has provided Verizon with timely notice of its forecasted
DS-3 multiplexing requirements. 


                    5.2.2
Each Party will identify its Carrier Identification
Code, a three or four digit numeric obtained from Telecordia, to the other
Party when ordering a trunk group. 


                    5.2.3
Unless mutually agreed to by both Parties, each Party
will outpulse ten (10) digits to the other Party. The Parties shall use
GR-394-CORE format for IXC-bound calls and use GR-317-CORE format for LEC-bound
calls. 


                    5.2.4
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 blocking objectives. Each Party
agrees to use modular trunk engineering techniques for trunks subject to this
Agreement, with the exception of (a) E911/911 trunks; (b) BLV/BLVI trunks; and
any other trunk types as mutually agreed to by the Parties.


          5.3 Additional Switching System Hierarchy and Trunking
Requirements 


19





          For
purposes of routing traffic to the other Party, both Parties agree to use the
Local Exchange Routing Guide (LERG). 


          5.4 Signaling 


          Each
Party will provide the other Party with signaling necessary for the routing and
completion of the other Party’s traffic in accordance with the provisions
contained in Section 17 below. 


          5.5 Grades of Service 


          Each
Party shall engineer and shall monitor and service all trunk groups under its
control consistent with the Joint Implementation and Grooming Process as set
forth in Section 10. 


          5.6 Measurement and Billing (excluding Meet Point
Billing) 


                    5.6.1
Terms and Conditions for Meet Point Billing are addressed
in Section 6 only. 


                    5.6.2
Intentionally Deleted. 


                    5.6.3
Bills will be provided by each Party on a monthly
basis and shall include: (a) all non-usage sensitive charges incurred for the
period beginning with the current bill date and extending up to, but not
including, the next bill date, (b) any known unbilled non-usage sensitive
charges for prior periods, (c) unbilled usage sensitive charges for the period
beginning with the last bill date and extending up to, but not including, the
current bill date, (d) any known unbilled usage sensitive charges for prior
periods, and (e) any known unbilled adjustments. Each bill shall set forth the
quantity and description of each such Unbundled Network Element, Combination,
Interconnection, Reciprocal Compensation Charges, or Resold Service. A CSR
(Customer Service Record) will automatically be included with each monthly
Verizon bill for each applicable Billing Account Number (BAN). The CSR is an
inventory of recurring network elements and/or Resold Services provided to the
CLEC and, in addition to other information, includes for each such recurring
network element and/or Resold Service the quantity, the Universal Service Order
Code (USOC), description and monthly recurring charge. 


                    5.6.4
The Bill Date, as defined in Schedule 5.6, must be
present on each bill transmitted by the billing Party. 


                    5.6.5
Each Party shall provide the other Party at no
additional charge applicable contact numbers for the handling of any billing
questions or problems that may arise during the implementation and performance
of the terms and conditions of this Section and Schedule 5.6.


                    5.6.6
For billing purposes, each Party shall pass Calling
Party Number (“CPN”) information on each call carried over the Traffic Exchange
Trunks. 


20






                              5.6.6.1
If the originating Party passes CPN on ninety percent
(90%) or more of its calls, the receiving Party shall bill the originating
Party the Reciprocal Compensation Traffic termination rates, Internet Traffic
rates, intrastate Switched Exchange Access Service rates, intrastate/interstate
Transit Traffic rates, or interstate Switched Exchange Access Service rates
applicable to each relevant minute of traffic, as provided in Exhibit A and
applicable Tariffs, for which CPN is passed. For the remaining (up to ten
percent (10%)) calls without CPN information, the receiving Party shall bill
the originating Party for such traffic at Reciprocal Compensation Traffic
termination rates, Internet Traffic rates, intrastate Switched Exchange Access
Service rates, intrastate/interstate Transit Traffic rates, or interstate
Switched Exchange Access Service rates applicable to each relevant 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. 


                              5.6.6.2
Except as provided in Section 5.6.6.3 below, if the
originating Party passes CPN on less than ninety percent (90%) of its calls,
the receiving Party shall bill the higher of its intrastate Switched Exchange
Access Service rates or its interstate Switched Exchange Access Service rates
for that traffic except Internet Traffic passed without CPN which exceeds ten
percent (10%), unless the Parties mutually agree that such other rates should
apply to such traffic. For any remaining (up to ten percent (10%)) calls
without CPN information, the receiving Party shall bill the originating Party
for such traffic at Reciprocal Compensation Traffic termination rates, Internet
Traffic rates, intrastate Switched Exchange Access Service rates,
intrastate/interstate Transit Traffic rates, or interstate Switched Exchange
Access Service rates applicable to each relevant 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. 


                              5.6.6.3
If the originating Party passes CPN on less than ninety percent (90%) of its
calls, the originating Party must provide a reasonable explanation for the
missing CPN information. As long as the originating Party provides a reasonable
explanation to the receiving Party of why CPN is not supplied for any of its
calls, then the originating Party may request that the Parties negotiate a
reasonable estimate (“Surrogate CPN Percentage”) to apply to the affected
calls, based upon historical CPN information. The Surrogate CPN Percentage
shall remain in effect for no longer than sixty (60) days, unless otherwise
mutually agreed to by the Parties. 


                    5.6.7
At such time as a receiving Party has the capability,
on an automated basis, to use such CPN information to classify traffic
delivered by the other Party as either Reciprocal Compensation Traffic,
Internet Traffic or Toll Traffic, such receiving Party shall bill the
originating Party the Reciprocal Compensation Traffic termination rates,
Internet Traffic rates, intrastate Switched Exchange Access Service rates, or
interstate Switched Exchange Access Service rates applicable to each relevant
minute of Traffic for which CPN is passed, as provided in Exhibit A and
applicable Tariffs. If the receiving Party lacks the capability to use CPN
information to classify, on an automated basis, traffic delivered by the other
Party as either Reciprocal Compensation Traffic, Internet Traffic or Toll
Traffic, the originating Party will supply an auditable Percent Local Use
(“PLU”) and Percent Interstate Use (“PIU”) factor on a


21





quarterly
basis, based on the previous three months’ traffic, and applicable to the
following three months. The PIU and PLU factors applicable upon the Effective
Date are specified in Schedule 5.6.7. Such factors may be updated by the
originating Party quarterly by written notification.


                    5.6.8
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., 8YY) calls shall be in
accordance with applicable tariffs. 


          5.7
Reciprocal Compensation Arrangements Under Section 251(b)(5) and Intercarrier
Compensation Arrangements 


                    5.7.1
Reciprocal Compensation arrangements address the transport and termination of
Reciprocal Compensation Traffic over the terminating carrier’s switch in
accordance with Section 251 (b)(5) of the Act. Verizon’s delivery of Reciprocal
Compensation Traffic to TCG that originates with a third party carrier is
addressed in Section 7.2. Intercarrier compensation arrangements address the
transport and delivery of Internet Traffic that is compensable pursuant to the
FCC Internet Order. Compensation for the transport and termination of traffic
not specifically addressed in this Section 5.7 shall be as provided elsewhere
in this Agreement, or, if not so provided, as required by the Tariffs of the
Party transporting and/or terminating the traffic. 


                    5.7.2
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. 


                    5.7.3
The Parties shall compensate each other for the transport and termination of
Reciprocal Compensation Traffic at the rates specified 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 or, if not set forth therein, in the
applicable Tariff(s) of the terminating Party, as the case may be. Except as expressly
specified in this Agreement, no additional charges, including port or transport
charges, shall apply for the termination of Reciprocal Compensation Traffic
delivered to the Verizon switch or the TCG switch by the other Party. When
Reciprocal Compensation 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 shall be prorated to be applied only to the Toll
Traffic. 


                              5.7.3.1
TCG will pay Verizon for termination of Reciprocal Compensation Traffic at the
Tandem Office (Meet Point B) rate (including both transport and End Office
termination) for Reciprocal Compensation Traffic TCG delivers to Verizon at
Verizon’s Tandem. TCG will pay Verizon for termination of Reciprocal
Compensation Traffic at the End Office (Meet Point A) rate for Reciprocal
Compensation Traffic TCG delivers to Verizon at Verizon’s End Office. Verizon
will pay TCG the Tandem Office (Meet Point B) rate for Reciprocal Compensation
Traffic Verizon delivers to TCG.


22





                    5.7.4
No Reciprocal Compensation shall apply to Internet
Traffic. The determination of whether traffic is Reciprocal Compensation
Traffic or Internet Traffic shall be performed in accordance with Paragraphs 8
and 79, and other applicable provisions, of the FCC Internet Order (including,
but not limited to, in accordance with the rebuttable presumption established
by the FCC Internet Order that traffic delivered to a carrier that exceeds a
3:1 ratio of terminating to originating traffic is Internet Traffic, and in
accordance with the process established by the FCC Internet Order for rebutting
such presumption before the Commission). Notwithstanding any other provision of
the Agreement (but subject to the change of law provisions of this Agreement),
Reciprocal Compensation Traffic does not include any Internet Traffic.
Notwithstanding any other provision of this Agreement, the Parties’ rights and
obligations with respect to any intercarrier compensation that may be due in
connection with their exchange of Internet Traffic shall be governed by the FCC
Internet Order; as a convenience to the Parties, the rates for the exchange of
Internet Traffic that is compensable pursuant to the FCC Internet Order are set
out in Exhibit A. 


                    5.7.5
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: 


                              5.7.5.1
No Reciprocal Compensation shall apply to special
access, private line, or any other traffic that is not switched by the
terminating Party. 


                              5.7.5.2
IntraLATA intrastate alternate-billed calls (e.g.,
collect, calling card, and third-party billed calls originated or authorized by
the Parties’ respective Customers in New York) shall be treated in accordance
with an arrangement mutually agreed to by the Parties. 


                              5.7.5.3
Switched Exchange Access Service and InterLATA Toll
shall continue to be governed by the applicable federal and state Tariffs and,
where applicable, by a Meet-Point Billing arrangement in accordance with
Section 6.3. IntraLATA Toll Traffic shall be governed by Applicable Law. 


                                        5.7.5.3.1
The originating Party will receive a credit for
Reciprocal Compensation in those instances: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 where
 IntraLATA 8YY Toll Traffic calls are translated by the originating Party
 prior to delivery by that Party of such traffic to the terminating Party, and
 

 
	
  

 
	
  

 	
 (ii)

 	
 where the
 terminating Party bills the originating Party Reciprocal Compensation in
 error for such IntraLATA 8YY Toll Traffic; and

 






23









	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 where the
 originating Party provides appropriate records to the terminating Party to
 substantiate each request for credit. 

 



As soon as
practicable, subsequent to the Effective Date of this Agreement, the Parties
shall negotiate a mutually acceptable settlement process for Reciprocal
Compensation credits in accordance with this Section 5.7.5.3.1.


                    5.7.6
Each Party reserves the right to audit all Traffic, up
to a maximum of two audits per calendar year, to ensure that proper 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. Except as
otherwise provided herein, audits shall be conducted pursuant to Section 28.10.


          5.8
Customer Usage Detail 


                    5.8.1
Verizon will provide Customer Usage Detail Information
originating from TCG customers using certain Verizon Network Elements or
Verizon Telecommunications Services with no rounding of billable time on
unrated usage to full minutes. Customer Usage Detail Information generally
includes, but is not limited to, the following categories of information where
Verizon currently records such data in the ordinary course of its business: (i)
completed calls, including 800 calls and alternately billed calls; (ii) calls
to directory assistance; and (iii) calls to and completed by Operator Services
where Verizon provides such service to an TCG Customer.


                    5.8.2
These records shall be transmitted to the other Party
daily, Monday through Friday, except holidays observed by either Party’s data
centers. These records shall be transmitted in EMI format via Connect:Direct,
provided however that if TCG and Verizon do not have Connect:Direct
capabilities, such records shall be transmitted as the parties agree. Verizon
and TCG agree that they will retain, at each party’s sole expense, copies of
all EMI records transmitted to the other party for at least seven (7) calendar
days after transmission to the other party. 


                    5.8.3
Each Party will provide the other Party with EMI
records formatted in accordance with EMI industry standard guidelines adopted
by and contained in the Ordering and Billing Forum’s MECAB and MECOD documents.



                              5.8.3.1
Until (and so long as) Verizon implements the Ordering
and Billing Forum’s solutions and recommendations, in place on December 5,
2001, for providing operating company numbers (“OCNs”) (i.e., OBF Issues 1921
and 2139), Verizon shall be liable to TCG for TCG’s uncollectibles to the
extent that they are caused by Verizon’s own failure to provide to TCG accurate
information (pursuant to the OBF Billing Committee resolutions to OBF Issues
1921 and 2139) TCG needs to bill third party carriers. Verizon shall satisfy
any such obligation by paying amounts


24





submitted by
TCG to Verizon, pursuant to the billing and payment terms of Section 28.9, that
accurately reflect the amount of such uncollectibles. 


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


          6.1
Scope of Traffic 


          Section
6 prescribes parameters for certain trunks to be established over the
Interconnections specified in Section 4 for the transmission and routing of
traffic between TCG Telephone Exchange Service Customers and Interexchange
Carriers (“Access Toll Connecting Trunks”), in any case where TCG elects to
have its End Office Switch subtend a Verizon Tandem. This includes
casually-dialed (10XXX and 101XXXX) traffic. 


          6.2
Trunk Group Architecture and Traffic Routing 


                    6.2.1
TCG shall establish Access Toll Connecting Trunks
pursuant to applicable access tariffs 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 TCG’s Customers.


                    6.2.2
Access Toll Connecting Trunks shall be used solely for
the transmission and routing of Exchange Access to allow TCG’s Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to a Verizon access tandem.


                    6.2.3
Except as provided in Section 6.2.5, the Access Toll
Connecting Trunks shall be two-way trunks. Such trunks shall connect the End
Office TCG utilizes to provide Telephone Exchange Service and Switched Exchange
Access to its Customers in a given LATA to the Tandem Verizon utilizes to
provide Exchange Access in such LATA.


                    6.2.4
If TCG chooses to subtend a Verizon access Tandem,
then TCG’s NPA/NXX must be assigned by TCG to subtend the same Verizon access
Tandem that a Verizon NPA/NXX serving the same Rate Center subtends as
identified in the LERG.


                    6.2.5
The Untranslated 8YY Access Toll Connecting Trunks
will be established by TCG as a one-way trunk to enable TCG to deliver
untranslated 8YY traffic to Verizon’s designated access Tandem in the LATA.


          6.3
Meet Point Billing Arrangements 


                    6.3.1
TCG and Verizon will establish Meet-Point Billing
(“MPB”) arrangements in order to provide a common transport option to Switched
Exchange Access Services Customers via a Verizon access Tandem Switch in
accordance with the Meet-Point Billing guidelines contained in the OBF’s MECAB
and MECOD documents, except as modified herein, and Verizon’s applicable
Tariffs. The arrangements described


25





in this
Section 6 are intended to be used to provide Switched Exchange Access Service
that originates and/or terminates on Telephone Exchange Service that is
provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
Verizon.


                    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 or unless as otherwise required by Applicable Law.


                    6.3.4
TCG 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: Single Bill/Single Tariff, Multiple
Bill/Single Tariff, Multiple Bill/Multiple Tariff and Single Bill/Multiple
Tariff, as outlined in the OBF MECAB Guidelines. Each Party shall implement the
Multiple Bill/Single Tariff or Multiple Bill/Multiple Tariff option, as
appropriate, in order to bill an IXC for the portion of the jointly provided
Telecommunications Service provided by that Party. Alternatively, in former
Bell Atlantic service areas, upon agreement of the Parties, each Party may use
the New York State Access Pool on its behalf to implement 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.


                    6.3.6
The rate elements to be billed by each Party shall be
as set forth in that Party’s applicable Tariffs. The actual rate values for
each Party’s affected Switched Exchange Access Service rate element shall be
the rates contained in that Party’s own effective federal and state access
Tariffs, or other document that contains the terms under which that Party’s
access services are offered. The MPB billing percentages for each Routing
Point/Verizon serving Wire Center combination shall be calculated in accordance
with the formula set forth in Section 6.3.15.


                    6.3.7
Each Party shall provide the other Party with the
billing name, billing address, and Carrier Identification Code (“CIC”) of the
IXC, and identification of the 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. If either Party does
not initially record sufficient bill detail for any IXC traffic that will
utilize a portion of its network in an TCG/Verizon MPB arrangement, and for
whom either Party must supply to the other MPB billing information, each Party
agrees that it will assist the other Party in resolving these billing matters
to allow that Party to obtain reimbursement from the IXC by providing as much
billing detail as is available to


26





the other
Party, and by participating in any studies or discussions required to obtain
supporting detail.


                    6.3.8
Verizon shall provide TCG with the Switched Access
Detail Usage Data (EMI category 1101XX records) on magnetic tape or via such
other media as the Parties may agree to, no later than ten (10) business days
after the date the usage occurred. 


                    6.3.9
TCG shall provide Verizon with the Switched Access
Summary Usage Data (EMI category 1150XX records) on magnetic tape or via such
other media as the Parties may agree, no later than ten (10) business days
after the date of its rendering of the bill to the relevant IXC, which bill
shall be rendered no less frequently than monthly.


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


	
  

 	
  

 	
  

 
	
  

 	
 To TCG: 

 	
  

 
	
  

 	
  

 	
 New York
 Access Billing c/o ACM Inc.

 120 Erie Blvd.

 Schenectady, NY 12305

 Phone: (518) 374 -5720

 
	
  

 	
  

 	
  

 
	
  

 	
 To Verizon: 

 	
  

 
	
  

 	
  

 	
 New York
 Access Billing c/o ACM Inc.

 120 Erie Blvd.

 Schenectady, NY 12305

 ATTN: Mark Ferri

 Facsimile: (518) 374-7511 

 



Either Party
may change its address for receiving usage data by notifying the other Party in
writing pursuant to Section 28.12. 


                    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 appropriate, for the MPB arrangements
described in this Section 6. 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 in MPB data within 30 calendar days of
the receipt of the original data. The other party shall attempt to correct the
error and resubmit the data within ten (10) business days of the notification. In
the event the errors cannot be corrected within such ten (10) business day
period, the erroneous data will be considered lost. In the event of a loss of
data, whether due to uncorrectable errors or otherwise, both Parties shall
cooperate to reconstruct the lost data and, if such reconstruction is not
possible, the


27





Parties shall
mutually agree to a reasonable estimate of the lost data based upon prior usage
data, and a payment based on such estimated amount shall be made.


                    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
Section 28.10 of this Agreement 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
Except as may otherwise be set forth in Section 6.3.12
above, 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 designated for such traffic
in the future. In the event TCG determines to offer Telephone Exchange Services
in another LATA in New York in which Verizon operates an access Tandem Switch,
Verizon shall permit and enable TCG to subtend the Verizon access Tandem
Switch(es) designated for the Verizon End Offices in the area where the TCG
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
Routing Point/Verizon Serving Wire Center combination shall be calculated
according to the following formula:


	
  

 	
  

 	
  

 
	
  

 	
 a / (a + b)
 = TCG Billing Percentage

 	
  

 
	
  

 	
 and

 	
  

 
	
  

 	
 b / (a + b)
 = Verizon Billing Percentage

 	
  

 



                              where:


                              a
= the airline mileage between the TCG 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. 


          By
way of illustration, when TCG provides all the transport facilities in a MPB
arrangement between the TCG End Office and the relevant Verizon access Tandem
Switch, TCG will bill the IXC for 100% of such transport; similarly, when
Verizon provides all the transport facilities in a MPB arrangement between the
TCG End Office and the relevant Verizon access Tandem Switch, Verizon will bill
the IXC for 100% of such transport. 


                    6.3.16
TCG shall inform Verizon of each LATA in which it
intends to offer Telephone Exchange Services and its calculation of the billing
percentages which


28





should apply
for such arrangement. Within ten (10) business days of TCG’s delivery of notice
to Verizon, Verizon and TCG shall confirm the Routing Point/Verizon serving
Wire Center combination and billing percentages.


          6.4
Toll Free Service Access Code (e.g., 800/888/877) Traffic 


          The following
terms shall apply when either Party delivers toll free service access code
(8YY) calls to the other Party for completion. For the purposes of this Section
6, the terms “translated” and “untranslated” refer to those toll free service
access code calls that have been queried (“translated”) or have not been
queried (“untranslated”) to an 8YY database. 


                    6.4.1
When TCG delivers translated 8YY calls to Verizon for
completion


                    (a)
to an IXC, TCG shall: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 provide an
 appropriate MPB record in EMI format to Verizon for processing and Meet Point
 Billing in accordance with Section 6.3 above; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 bill the IXC
 the appropriate TCG query charge associated with the call. 

 



                    (b)
as an IntraLATA call to Verizon or another LEC that is a toll free service
access code service provider in the LATA: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 TCG shall
 provide an appropriate copy record in EMI format to the toll free service
 access code service provider; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 TCG shall
 assess to the toll free service access code service provider TCG’s Tariffed
 Feature Group D (“FGD”) Switched Exchange Access or Reciprocal Compensation
 charges, in accordance with Applicable Law, and the TCG query charge; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 In the case
 of such call to another LEC, Verizon shall assess applicable Transient Tandem
 Service charges and associated passthrough charges to TCG.

 



                    6.4.2
When Verizon delivers translated 8YY calls originated by Verizon’s or another
LEC’s Customers to TCG for completion and when Verizon performs the query and
where the queried call is an IntraLATA call handed off to TCG in its capacity
as a toll free service access code service provider, 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Verizon
 shall bill TCG the Verizon query charge associated with the call as specified
 in Exhibit A; and 

 


29









	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Verizon
 shall provide an appropriate EMI record to TCG; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii) 

 	
 Verizon
 shall bill TCG Verizon’s Intrastate Tariffed FGD Switched Exchange Access
 charges or Reciprocal Compensation charges, in accordance with Applicable
 Law.

 






                    6.4.3
When TCG delivers untranslated 8YY calls originated by
TCG’s Customers to Verizon for completion to an IXC:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Verizon
 shall provide an appropriate EMI record to TCG to facilitate billing to the
 IXC; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii) 

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

 



                    6.4.4
When the untranslated 8YY call is an IntraLATA call
routed to Verizon or another LEC that is a toll free service access code
service provider in the LATA:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 



                    6.4.5
Verizon will query untranslated toll free service
access code calls before routing resulting translated calls to TCG.


7.0 TRANSPORT AND TERMINATION OF OTHER TYPES
OF TRAFFIC 


          7.1
Information Services Traffic


          For
purposes of this Agreement, information services and Information Services
Traffic refer to switched voice traffic, delivered to information service
providers who offer recorded voice announcement information or open vocal
discussion programs to the general public. Information Services Traffic does
not include Internet Traffic. Information Services Traffic also does not
include 555 traffic or similar traffic with AIN 


30






service
interfaces, which traffic shall be subject to separate arrangements between the
Parties.


          The
following provisions shall apply only to TCG-originated Information Services
Traffic directed to an information service platform connected to Verizon’s
network. At such time as TCG connects information services platforms to its
network, the Parties shall agree upon a comparable arrangement for
Verizon-originated Information Services Traffic. 


                    7.1.1 TCG 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 TCG exercises such option, TCG will establish dedicated Information
Services Trunk(s) to the Verizon information services serving switch. Such
Information Services Trunk(s) will be utilized to allow TCG to route
Information Service Traffic originated on its network to Verizon.


          Where
TCG serves a Customer through the purchase of a Verizon unbundled Local
Switching Element, Information Service Traffic from that Customer may be routed
over Verizon information service trunks on a shared basis. 


                    7.1.2 Nothing in this Agreement shall
restrict, obviate, or otherwise 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 Services Traffic.


                    7.1.3 For fixed rated Information Services
Traffic (i.e. 976 service in NY), TCG shall bill and collect the information
services provider charges as stated in Verizon’s applicable retail Tariff, as
may be amended from time to time, from its Customers. Verizon will bill TCG for
such charges less the Billing and Collection Fee set forth in Exhibit A. TCG
shall pay Verizon such charges in full regardless of whether or not it collects
charges for such calls from its own Customers. Upon request from Verizon, TCG
shall provide Verizon with recorded call information for specified Information
Services Traffic calls which TCG shall provide in unrated EMI format via
electronic file transfer or other medium mutually agreed to by the Parties.
Verizon shall pay TCG the Customer Usage Detail charges specified in Exhibit A
for such call information. This subsection shall apply to fixed rate
Information Services Traffic regardless of whether TCG serves its Customer
utilizing its own switching facilities or through the provision by Verizon of
unbundled Local Switching.


                    7.1.4 For variable rated Information
Services Traffic (e.g., NXX 550, 540, 976, 970,
940 as applicable), TCG 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 set forth in Schedule 7.1.4.
Prior to accessing the variable-rated services, TCG shall complete acceptance
testing of its billing process with Verizon. Verizon shall charge TCG Customer
Usage Detail rates as specified in Exhibit A. 


31





                    7.1.5 Verizon shall accept no more than two
(2) adjustments per originating end user line number from TCG for Information
Services Traffic originated by TCG Customers. In order for Verizon to pass
through uncollectibles and other Customer adjustments to the appropriate
information services provider, TCG shall provide to Verizon sufficient
information regarding such uncollectibles and other Customer adjustments.


          7.2 Transient Tandem Service 


                    7.2.1 TCG may purchase Transient Tandem
Service from Verizon to the extent that Verizon makes such service available
under its tariffs and, in such case, in accordance with the rates, terms and
conditions of such tariffs (it being agreed by the Parties that, as of June 24,
2002, Verizon makes available Transient Tandem Service in accordance with the
rates, terms and conditions set forth in Verizon’s PSC NY No. 8 Tariff). 


          7.3 911/E911 Arrangements


                    7.3.1 TCG may, at its option, interconnect
to the Verizon 911/E911 selective router or 911 Tandem Offices, as appropriate,
that serve the areas in which TCG provides Telephone Exchange Services, for the
provision of 911/E911 services and for access to all subtending Public Safety
Answering Points (“PSAP”). In such situations, Verizon will provide TCG with
the appropriate CLLI codes and specifications of the Tandem Office serving
area. In areas where E911 is not available, TCG and Verizon will negotiate
arrangements to connect TCG to the 911 service in accordance with applicable
state law. 


                    7.3.2 Path and route diverse
Interconnections for 911/E911 shall be made at the TCG switch(es), the Verizon
switch(es), or other points as necessary and mutually agreed, and as required
by law or regulation. 


                    7.3.3 Within thirty (30) days of its
receipt of a request from TCG and to the extent authorized by the relevant
federal, state, and local authorities, Verizon will provide TCG with the following
at no charge: 


                    
(a) a file via electronic medium containing the Master Street Address Guide
(“MSAG”) for each county within the LATA(s) where TCG is providing, or
represents to Verizon that it intends to provide within sixty (60) days of
TCG’s request, local exchange service, which MSAG shall be updated as the need
arises and a complete copy of which shall be made available on an annual basis;


                    
(b) a list of the address and CLLI code of each 911/E911 selective router or
911 Tandem office(s) in the area in which TCG plans to offer Telephone Exchange
Service;


                    
(c) a list of geographical areas, e.g., LATAs, counties or municipalities, with
the associated 911 tandems, as applicable.


32





                    
(d) a list of Verizon personnel who currently have responsibility for 911/E911
requirements, including a list of escalation contacts should the primary
contacts be unavailable.


                    
(e) any special 911 trunking requirements for each 911/E911 selective router or
911 Tandem Office;


                    
(f) prompt return of any TCG 911/E911 data entry files containing errors, so
that TCG may ensure the accuracy of the Customer records. 


                    7.3.4 TCG shall use, where available, the
Private Switch/Automatic Location Identification (“PS/ALI”) electronic
interface through which TCG shall input and provide a daily update of 911/E911
database information related to appropriate TCG Customers. In those areas where
the PS/ALI electronic interface is not available, TCG shall provide Verizon
with all appropriate 911/E911 information such as name, address, and telephone
number via facsimile for Verizon’s entry into the 911/E911 database system. Any
911/E911-related data exchanged between the Parties prior to the availability
of an electronic interface shall conform to Verizon standards, whereas
911/E911-related data exchanged electronically shall conform to the National
Emergency Number Association standards. TCG may also use the PS/ALI electronic
interface, where available, to query the 911/E911 database to verify the
accuracy of TCG Customer information.


                    7.3.5 Verizon and TCG will use commercially
reasonable efforts to facilitate the prompt, robust, reliable and efficient
interconnection of TCG systems to the 911/E911 platforms.


                    7.3.6 TCG shall be responsible for
providing facilities from the TCG End Office to the 911 Tandem. TCG shall
deploy diverse routing of 911 trunk pairs to the 911 tandem or selective
router. 


                    7.3.7 The Parties acknowledge that until
Local Number Portability (“LNP”) with full 911/E911 compatibility is utilized
for all ported telephone numbers, the use of Interim Number Portability (“INP”)
creates a special need to have the Automatic Location Identification (“ALI”)
screen reflect two numbers: the “old” number and the “new” number assigned by
TCG. Therefore, for those ported telephone numbers using INP, TCG will provide
the 911/E911 database with both the forwarded number and the directory number,
as well as all other required information including the appropriate address
information for the customer for entry into the 911/E911 database system.
Further, TCG will outpulse the telephone number to which the call has been
forwarded (that is, the Customer’s ANI) to the 911 Tandem office. TCG will
include their NENA five character Company Identification (“COID”) for inclusion
in the ALI display.


                    7.3.8 TCG is required to enter data into
the 911/E911 database under the NENA Standards for LNP. This includes, but is
not limited to, using TCG’s NENA COID to lock and unlock records and the
posting of TCG’s NENA COID to the ALI 


33





record where
such locking and migrating feature for 911/E911 records is available or as
defined by local standards.


                    7.3.9 Verizon and TCG 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.


                    7.3.10 TCG will compensate Verizon for
connections to its 911/E911 pursuant to Exhibit A.


                    7.3.11 TCG and Verizon will comply with all
applicable rules and regulations pertaining to the provision of 911/E911
services in New York.


	
  

 	
  

 
	
 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, and any relevant FCC
or Commission orders as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. 


          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. The Parties will
work cooperatively to implement NXX code activation in a manner consistent with
industry standards as part of the Joint Grooming Plan process as set forth in
Section 10 of this Agreement. 


          8.3 Upon discovering that either Party’s
network does not properly recognize an NXX code assigned to the other Party,
the discovering Party shall notify the other Party. The Party whose network is
malfunctioning will promptly initiate appropriate procedures to locate the
source of, and resolve, the problem. The Parties shall work cooperatively to
promptly correct all causes of the problem so identified. 


          8.4 Unless mandated otherwise by a
Commission order, the Rate Center Areas will be the same for each Party. During
the term of this Agreement, TCG shall adopt the Rate Center Areas and Rate
Center Points that the Commission has approved for Verizon, in all areas where
Verizon and TCG service areas overlap, and TCG shall assign whole NPA-NXX codes
to each Rate Center Area unless the LEC industry adopts alternative methods of
utilizing NXXs in the manner adopted by the NANP. 


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


34





          8.6 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 TCG’s
choices regarding the size of the local calling area(s) that TCG 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. TCG
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 and maintain 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.


          9.2 Responsibility for Following Standards


          Each
Party recognizes a responsibility to follow the standards (including any
standards set forth in this Agreement) 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 or any third parties
connected with or involved directly in the network of the other Party. 


          9.3 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 materially interfere
with or impair Party A’s provision of services to any individual Customer or
carrier, Party A may, to the limited extent required to address the particular
condition, interrupt or temporarily suspend any service or facilities provided
to Party B that gives rise to or is likely to give rise to such interference or
impairment subject 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
material interference or impairment or potential material interference or
impairment and the need to correct the condition within said time period;


                    9.3.1a If Party B corrects the condition in
the ten (10)-day time period, Party A shall not interrupt or temporarily
suspend the affected services or facilities provided by Party A to Party B; and



                    9.3.2 Upon correction of the interference
or impairment that caused Party A to interrupt or temporarily suspend the
service or facility, Party A will promptly restore the interrupted or
temporarily suspended service or facility. During such period 


35





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 procedures
for isolating and clearing the outage or trouble that are no less rigorous than
Verizon’s standard procedures. TCG 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 may materially affect the interoperability of its
network with the other Party’s network, the Party making the change shall
publish notice at least ninety (90) days in advance of such change, and shall
use all reasonable efforts to publish at least one hundred eighty (180) days in
advance where practicable; provided, however, that if a longer period of notice
is required by the FCC’s or Commission’s rules, including, e.g., the Network
Disclosure rules set forth in the FCC Regulations, the Party will comply with
such rules. 


	
  

 	
  

 
	
 10.0 JOINT NETWORK IMPLEMENTATION AND GROOMING PROCESS

 



          10.1 Joint Network Implementation And
Grooming Process: Installation, Maintenance, Testing and Repair


                    10.1.1 Upon request of either Party, TCG
and Verizon shall jointly develop an implementation and grooming process (the
“Joint Grooming Process”), which may define in detail, among other things, the
following:


                              10.1.1.1 The physical architecture
consistent with Section 4.0. 


                              10.1.1.2 A blocking standard of one half of
one percent (B.005) shall be maintained during the average Time Consistent Busy
Hour for final Access Toll Connecting Trunk groups carrying traffic between an
TCG end office and a Verizon access tandem. All final Traffic Exchange Trunk
groups are to be engineered with an average Time Consistent Busy Hour blocking
standard of one percent (B.01). 


                              10.1.1.3 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. 


                              10.1.1.4 Disaster recovery provision
escalations. 


36





                              10.1.1.5 A procedure for escalating any
emergency or urgent matters and personnel that can be reached on a 7 x 24
basis. 


                              10.1.1.6 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. 


                    10.1.2 In those cases where either Party’s
equipment will not support 64K Clear Channel Capability (“CCC”), the Parties
agree to establish AMI line coding. 


          10.2 Installation, Maintenance, Testing and Repair


          Unless
otherwise agreed to by the Parties, Interconnection shall be equal in quality
to that provided by each of the Parties to itself, any subsidiary, affiliate,
or third party, to the extent required by Applicable Law. Without affecting any
liability it may otherwise have to the other Party hereunder, if either Party
is unable to fulfill its obligations under this subsection 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 at parity with standards used by each Party with respect
to itself, any subsidiary, affiliate or third party, to the extent required by
Applicable Law.


                    10.2.1 Trunk Provisioning 


                              10.2.1.1 Notwithstanding any other
provision of this Agreement, each Party shall control the timing and sizing of
one-way originating trunks it provisions for terminating traffic to the other
Party. Both Parties will manage the capacity of their interconnection trunk
groups. Each Party’s trunking requirements for a direct end office or a tandem
trunk group should be based on reasonable engineering principles and be kept to
a minimum quantity of trunks, based on blocking standards identified in Section
10.1.1.2. Either Party may place an order to add or disconnect trunks in a
trunk group that are under its control as long as engineering parameters, e.g.,
design blocking objective, ECCS, utilization, are reasonably met.


                              10.2.1.2 The Parties will review all Tandem
and End Office one-way Traffic Exchange Trunk groups that reach a utilization
level of seventy percent (70%), or greater, to determine whether those groups
should be augmented. TCG will promptly augment all Tandem and End Office
one-way Traffic Exchange Trunk groups that reach a utilization level of eighty
percent (80%) by submitting ASRs for additional trunks sufficient to attain a
utilization level of approximately seventy percent (70%), unless the Parties
agree that additional trunking is not required. For each Tandem and End Office
one-way Traffic Exchange Trunk group carrying TCG-originated traffic with a
utilization level of less than sixty percent (60%) for three consecutive
months, unless TCG in good faith provides Verizon with information (e.g., new
customer contracts or new product offerings) that TCG expects will produce
traffic volumes that will bring the utilization level over sixty percent (60%)
within the next three months or the Parties agree otherwise, TCG will promptly
submit ASRs to disconnect a sufficient number of 


37





Traffic
Exchange Trunks to attain a utilization level of approximately sixty percent
(60%) for each respective group. If the Parties agree to revise the utilization
percentages in this Section 10.2.1.2, the Parties shall amend this Agreement to
include mutually agreed upon terms and conditions governing such revised
utilization levels.


                              10.2.1.3 Unless the Parties agree
otherwise, the Parties will adhere to the ordering and provisioning guidelines
of the OBF for trunk ordering and servicing as implemented by Verizon in
accordance with the Change Management Process, as amended, modified, clarified,
or supplemented from time to time. 


                              10.2.1.4 At either Party’s request, the
Parties shall work cooperatively to coordinate major large network
interconnection projects that require related work activities between and among
Verizon and TCG work groups.


                    10.2.2 Network Management


                              10.2.2.1 Protective Protocols — Either
Party may use protective network traffic management controls such as 7-digit
and 10-digit code gaps on traffic toward the other Party’s network, when
required to protect the public switched network from congestion due to facility
failures, switch congestion or failure, or focused overload. Each Party will
provide appropriate industry standard notification to the other Party of any
such protective control action which has been executed by that Party. To the
extent that prior notification is commercially reasonable and consistent with
industry practice, each Party will provide prompt notification to the other
Party of any such protective control action which will be executed by the
Party.


                              10.2.2.2 Expansive Protocols — Originating
or terminating traffic reroutes may be implemented by either Party to
temporarily relieve network congestion due to facility failures or abnormal
calling patterns. 


                              10.2.2.3 Mass Calling — TCG and Verizon
shall cooperate regarding cross-network call-ins expected to generate large or
focused temporary increases in call volumes, to prevent or mitigate the impact
of these events on the public switched network.


          10.3 Forecasting Requirements for Trunk Provisioning 


                    10.3.1 Except as otherwise set forth in
Section 10.3.2.1 and Section 10.3.3.1 (i.e., where only one Party provides a
forecast), each Party shall provide the other Party a two (2) year non-binding
traffic forecast of outbound trunks. The forecast shall be updated and provided
on an as-needed basis but no less frequently than semiannually. All forecasts
shall comply with the Verizon CLEC Interconnection Trunking Forecast Guide and
shall include, Access Carrier Terminal Location (“ACTL”), traffic type (traffic
carried via Traffic Exchange Trunks, traffic carried via Access Toll Connecting
Trunks, Operator Services traffic, 911 traffic, etc.), 2/6 code (identifies
trunk group), A location/Z location, interface type (e.g., DS1), and trunks in
service (cumulative). 


38





                    10.3.2 Initial Forecasts/Trunking Requirements 


                              10.3.2.1 For those LATAs where the Parties
have not provisioned Traffic Exchange Trunks, TCG shall provide (in accordance
with Section 10.3.1) and, Verizon will generally utilize, a non-binding trunk
forecast (for both inbound and outbound traffic) to assist Verizon in
determining the timing and sizing of the Verizon Traffic Exchange Trunks used
to terminate traffic to TCG, provided, that TCG’s forecast is based on
reasonable engineering criteria.


                    10.3.3
Monitoring and Adjusting Forecasts


                              10.3.3.1 For those LATAs where the Parties
have previously provisioned Traffic Exchange Trunks, if the volume of traffic exchanged
(i.e., the actual number of minutes exchanged in a particular month) between
the Parties is out of balance (which, for the purposes of this Section 10.3.3
shall be defined as the volume of such traffic originating on one Party’s
network being greater than three times the volume of such traffic originated on
the other Party’s network), then the Party originating the lesser volume of
traffic (“Party A”) shall provide the other Party (“Party B”) a non-binding
trunk forecast in accordance with Section 10.3.1 for traffic in the inbound
direction (i.e., terminating to Party A’s network). 


	
  

 	
  

 
	
 11.0

 	
 UNBUNDLED ACCESS 

 



          Subject
to the conditions set forth in Section 11, Verizon shall offer to TCG nondiscriminatory
access to Network Elements and Combinations 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 and Applicable Law (including, without
limitation, as set forth in the FCC’s Third Report and Order and Fourth Further
Notice of Proposed Rulemaking in CC Docket No. 96-98, released November 5,
1999, and in FCC Rule 51.315(b), as each may be in effect from time to time);
but, notwithstanding any other provision of this Agreement, only to the extent
provision of such Network Elements and Combinations on an unbundled basis is
required by Applicable Law. Such access to Network Elements and Combinations
shall include all of the Network Element’s features, functions and capabilities
in a manner that allows TCG to provide any Telecommunications Service that can
be offered by means of the Network Element consistent with Applicable Law.


          11.1 Verizon’s Provision of Network Elements


          Subject
to the conditions set forth in Section 11, Verizon shall provide TCG access to
the following:


                    11.1.1 Loops, Sub-Loops, Dark Fiber, Line
Sharing, Line Splitting, and House and Riser, as set forth in Section 11.2;


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


39





                    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 11.5A and Section 17;


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


                    11.1.7 Other Network Elements in accordance
with Section 11.8 below.


          11.2 Loops, Sub-Loops, Dark Fiber, Line Sharing, Line
Splitting, and House and Riser


                    11.2.1
Subject to the conditions set forth in Section 11, Verizon shall allow TCG to
access Loops unbundled from local switching and local transport as required by
Applicable Law, in accordance with the rates, terms and conditions set forth in
Verizon’s PSC NY No. 10 Tariff, as amended from time to time. To the extent
required by Applicable Law, Verizon shall provide access to the unbundled
Sub-Loop Network Element in accordance with the rates, terms and conditions set
forth in Verizon’s PSC NY No. 10 Tariff, as amended from time to time. 


                    11.2.2 Dark
Fiber. Subject to the conditions set forth in Section 11 and upon
request, Verizon shall provide to TCG access to unbundled Dark Fiber Loops (as
such term is hereinafter defined) in accordance with, and subject to, the
rates, terms and provisions of Verizon’s PSC NY No. 10 Tariff, as amended from
time to time. 


                    11.2.3 House
and Riser. Subject to the conditions set forth in Section 11 and
upon request, Verizon shall provide to TCG access to a House and Riser Cable
(as such term is hereinafter defined) in accordance with, and subject to, the rates,
terms and provisions of Verizon’s PSC NY No. 10 Tariff, as amended from time to
time. 


                    11.2.4 Line Sharing. Subject to the
conditions set forth in Section 11 and upon request, Verizon shall make Line
Sharing available to TCG in accordance with, and subject to, the rates, terms
and provisions of Verizon’s PSC NY No. 10 Tariff, as amended from time to time.



                    11.2.5 Line Splitting. Subject to the
conditions set forth in Section 11 and upon request, Verizon shall make Line
Splitting available to TCG in accordance with, and subject to, the rates, terms
and provisions of Verizon’s PSC NY No. 10 Tariff, as amended from time to time.


          11.3 Network Interface Device


                    Subject
to the conditions set forth in Section 11 and at the request of TCG, Verizon
shall permit TCG to connect a carrier’s Loop to the Inside Wiring of a
Customer’s premises through Verizon’s Network Interface Device (NID) at the
rates, 


40





terms and
conditions set forth in Verizon’s PSC NY No. 10 Tariff, as amended from time to
time. 


          11.4 Unbundled Switching Elements


                    Subject
to the conditions set forth in Section 11 and at the request of TCG, Verizon
shall make available to TCG the Local Switching Element and Tandem Switching
Element unbundled from shared interoffice transport and local Loop
transmission, or other services, in accordance with Applicable Law, at the
rates, terms and conditions set forth in Verizon’s PSC NY No. 10 Tariff, as
amended from time to time. Additionally, TCG may request and shall pay Verizon
for the development, activation, and any associated fees and charges relating
to any latent switch features that it orders under the terms of this Agreement
(i.e., via the BFR process).


                    11.4A Packet Switching


                    11.4A.1 The Packet Switching capability
network element is defined as the basic packet switching function of routing or
forwarding packets, frames, cells or other data units based on address or other
routing information contained in the packets, frames, cells or other data
units, and the functions performed by Digital Subscriber Line Access
Multiplexers (DSLAMs), including but not limited to:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the ability
 to terminate copper customer loops (which includes both a low band voice
 channel and a high-band data channel, or solely a data channel);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the ability
 to forward the voice channels, if present, to a circuit switch or multiple
 circuit switches;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 the ability
 to extract data units from the data channels on the loops, and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 the ability
 to combine data units from multiple loops onto one or more trunks connecting
 to a packet switch or packet switches.

 



                    11.4A.2 To the extent required by
Applicable Law (including without limitation F.C.C. Rule 51.319 (c)(5) as
amended from time to time) and subject to the conditions set forth in Section
11, Verizon shall provide access to unbundled Packet Switching capability only
where each of the following conditions are satisfied:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Verizon has
 deployed digital loop carrier systems, including but not limited to,
 integrated digital loop carrier or universal digital loop carrier systems; or
 has deployed any other system in which fiber optic facilities replace copper
 facilities in the distribution section, (e.g., end office to remote terminal,
 pedestal or environmentally controlled vault);

 


41









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 There are no
 spare copper loops capable of supporting xDSL services TCG seeks to offer;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Verizon has
 not permitted TCG to deploy a Digital Subscriber Line Access Multiplexer in
 the remote terminal, pedestal or environmentally controlled vault or other
 interconnection point, nor has TCG obtained a virtual collocation arrangement
 at these subloop interconnection points; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Verizon (the
 ILEC) or Verizon Advanced Data Inc. (“VADI”), an affiliated ILEC in New York,
 has deployed packet switching capability for its own use.

 



                    11.4A.3 To the extent Verizon is required
by Applicable Law to provide Packet Switching capability to TCG, Verizon shall
provide access to Packet Switching capability subject to charges based on rates
and/or rate structures that are consistent with Applicable Law (“Packet Switching
Rates”). TCG acknowledges that the Packet Switching Rates are not set forth in
Exhibit A as of the Effective Date. At such time that Verizon is required to
provide access to Packet Switching capability, Verizon shall develop Packet
Switching Rates and shall notify TCG in writing of such Packet Switching Rates
in accordance with, and subject to, the notices provision of this Agreement and
thereafter shall bill TCG, and TCG shall pay to Verizon, for Packet Switching
capability provided under this Agreement in accordance with such Packet
Switching Rates. In addition, such Packet Switching Rates shall be superseded,
on a prospective basis (unless the Commission, the FCC or other governmental
body of competent jurisdiction orders that such new Packet Switching Rates be
applied on other than a prospective basis (e.g., retroactive true-up), in which
case the Parties shall comply with the terms of such order, to the extent that
it is effective), by any new Packet Switching Rates when such new rates are
required by any order of the Commission, the FCC or other governmental body of
competent jurisdiction, approved by the Commission, the FCC or other
governmental body of competent jurisdiction, or otherwise allowed to go into
effect, provided such new Packet Switching Rates are not subject to a stay
issued by any court of competent jurisdiction. Any notice provided by Verizon
to TCG pursuant to this Section 11.4A.3 shall be deemed to be a part of Exhibit
A immediately upon receipt of such notice by TCG and thereafter.


          11.5 Unbundled InterOffice Transmission Facilities


                              11.5.1.1 Subject to the conditions set
forth in Section 11, where facilities are available, Verizon shall make
available to TCG unbundled interoffice transmission facilities in accordance
with Applicable Law, at the rates, terms and conditions set forth in Verizon’s
PSC NY No. 10 Tariff, as amended from time to time. 


          11.5A Call Related Databases and AIN


42





                    11.5A.1 Verizon shall provide access to
call related databases to the extent required by Applicable Law, including but
not limited to, FCC Rule 51.319(e). Verizon shall provide such access in
accordance with Section 17 of this Agreement. Call related databases include,
but are not limited to: Line Information Database, Calling Name Database, Toll
Free Number Database, and Advanced Intelligent Network Databases.


                    11.5A.2 [Intentionally deleted.]


                    11.5A.3 [Intentionally deleted.]


                    11.5A.4 Line Information Data Base (LIDB)


                              11.5A.4.1 Verizon shall permit TCG access
to the validation data in the Verizon LIDB database for use in TCG’s provision
of local exchange services. To the extent TCG provides local switching
utilizing its own switch, TCG may request that Verizon store its calling card,
toll billing exception and payphone number validation data in the Verizon LIDB
database pursuant to a separate agreement or an amendment to this Agreement
negotiated by the Parties. 


                              11.5A.4.2 Upon reasonable request by TCG,
Verizon shall provide TCG with a list of the end user data which TCG is
required to provide in order to support toll billing exception and calling card
validation. 


                              11.5A.5 Calling Name Database


                                        11.5A.5.1 Verizon shall permit TCG to
transmit a query to Verizon’s CNAM database for the purpose of obtaining the
name associated with a line number for delivery to TCG’s local exchange
customers. To the extent TCG provides local switching utilizing its own switch,
TCG may request that Verizon provide CNAM database storage and validation
services pursuant to a separate agreement or an amendment to this Agreement
negotiated by the Parties. 


                    11.5A.6 Toll Free Number Database


                              11.5A.6.1 Verizon shall provide access to
Verizon’s toll free number database to allow TCG to transmit a query to
determine the carrier selection and other routing instructions (e.g., POTS
translation, time of day, day of week, originating call number). 


                    11.5A.7 Advanced
Intelligent Network (AIN) Access, Service Creation Environment and Service
Management System (SCE/SMS) Advanced Intelligent Network Access.


                              11.5A.7.1 Verizon shall provide access to
any and all non-proprietary Verizon service applications resident in Verizon’s
SCP. Such access may be from TCG’s switch or Verizon’s unbundled Local
Switching element. SCE/SMS AIN access shall provide TCG the ability to create
service applications in the Verizon SCE 


43





and deploy
those applications via the Verizon SMS to the Verizon SCP consistent with the
way Verizon creates and deploys such applications. Verizon shall make SCE
hardware, software, testing and technical support (e.g., help desk, system
administrator) resources available to TCG. The Verizon SCE/SMS shall allow for
multi-user access by TCG personnel. AIN service applications and process flow
design developed in the SCE by an TCG service designer/creator to provide AIN
based services will be provided to TCG. Verizon shall provide management and
other logical security functions. When TCG selects SCE/SMS AIN access, Verizon
shall provide for a secure, controlled access environment on-site as well as
via remote data connections (i.e., ISDN circuit switched data) and shall allow
TCG to transfer data forms and/or tables to the Verizon SCP via the ILEC SMS
(e.g., service customization and subscriber subscription) in a manner
consistent with how Verizon provides that capability to itself.


          11.6 Operations Support Systems


          Subject
to the conditions set forth in Section 11 and Schedule 11 of this Agreement,
Verizon shall provide TCG with access via electronic interfaces to databases
required for pre-ordering, ordering, provisioning, maintenance and repair, and
billing. All such transactions shall be submitted by TCG through such
electronic interfaces unless otherwise agreed to by the Parties.


                    11.6A Operator Service and Directory Assistance
Service


                               11.6A.1 To the extent required by Applicable Law and pursuant to FCC Rule
51.319(f) and the rates, terms and conditions set forth in Verizon’s PSC NY No.
10 Tariff, as amended from time to time, Verizon shall provide
nondiscriminatory access to Operator Services and Directory Assistance on an
unbundled basis to TCG for the provision of a Telecommunications Service only
where Verizon does not provide, upon request by TCG, customized routing or a
compatible signaling protocol of OS/DA. Operator Services (“OS”) are any
automatic or live assistance to a consumer to arrange for billing or
completion, or both, of a telephone call. Directory Assistance (“DA”) is a
service that allows subscribers to retrieve telephone numbers of other
subscribers. 


          11.7 Limitations on Unbundled Access


                    11.7.1 Notwithstanding any other provision of this
Agreement:


                              (a)
To the extent that Verizon is required by a change in Applicable Law to provide
a Network Element on an unbundled basis or a Combination to TCG, the terms,
conditions and prices for such Network Element or Combination (including, but
not limited to, the terms and conditions defining the Network Element or
Combination and stating when and where the Network Element or Combination will
be available and how it will be used, and terms, conditions and prices for
pre-ordering, ordering, provisioning, repair, maintenance and billing) shall be
as provided in an applicable Tariff of Verizon (a “Verizon UNE Tariff”) or, in
the absence of such a Tariff, as mutually agreed to by the Parties pursuant to
Section 27.4 hereof.


44





                    11.7.2 Without limiting Verizon’s rights
pursuant to Applicable Law or this Agreement to terminate its provision of a
Network Element or a Combination, if Verizon provides a Network Element or
Combination to TCG, and the Commission, the FCC, a court or other governmental
body of appropriate jurisdiction determines or has determined that Verizon is
not required by Applicable Law to provide such Network Element or Combination,
Verizon may terminate its provision of such Network Element or Combination to
TCG. If Verizon terminates its provision of a Network Element or a Combination
to TCG pursuant to this Section 11.7.2 and TCG elects to purchase other
services offered by Verizon in place of such Network Element or Combination,
then: (a) Verizon shall reasonably cooperate with TCG 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 TCG; and, (b)
TCG shall pay all applicable charges for such services. 


                    11.7.3 Nothing contained in this Agreement
shall be deemed to constitute an admission 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 TCG on an unbundled basis. Nothing contained in this Agreement
shall limit either Party’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 Commission, the
FCC, any court, or any other governmental authority related to, concerning or
that may affect a Party’s rights or obligations under this Agreement or under
Applicable Law.


                    11.7.4 Except as otherwise required by
Applicable Law (including, without limitation, Verizon Communications, Inc. v.
F.C.C., 122 S.Ct. 1646 (2002)): (a) Verizon shall be obligated to provide a UNE
or Combination pursuant to this Agreement only to the extent such UNE or
Combination, and the equipment and facilities necessary to provide such UNE or
Combination, are available in Verizon’s network; (b) Verizon shall have no
obligation to construct or deploy new facilities or equipment to offer any UNE
or Combination. 


          11.8 Availability of Other Network Elements on an
Unbundled Basis


                    11.8.1 Verizon shall, upon request of TCG
and to the extent required by Applicable Law, provide to TCG access to its
Network Elements on an unbundled basis for the provision of TCG’s
Telecommunications Service. Any request by TCG for access to a Verizon Network
Element not provided pursuant to this Agreement or pursuant to another
interconnection agreement in accordance with the terms and conditions of
Section 28.13 hereof shall be treated as a Network Element Bona Fide Request.


                    11.8.2 A Network Element obtained by TCG
from Verizon under this Section 11.8 may be used in combination with the
facilities of TCG only to provide a Telecommunications Service.


45





                    11.8.3 Notwithstanding anything to the
contrary in this Section 11.8, Verizon shall not be required to provide a
proprietary Network Element to TCG 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 TCG Telephone
Exchange Services provisioned over Analog 2W unbundled Local Loops (“Analog 2W
Loops”) to be provided by Verizon to TCG.


                    11.9.1 Coordinated cutover charges,
including but not limited to outside dispatch charges, where applicable, shall
apply to conversions of live Telephone Exchange Services to Analog 2W Loops, as
set forth in Exhibit A. If TCG does not request a coordinated cutover, Verizon
will process TCG’s order as a new installation subject to applicable standard
provisioning intervals.


                    11.9.2 TCG shall request Analog 2W Loops
for coordinated cutover from Verizon by delivering to Verizon a valid Local
Service Request (“LSR”) in accordance with the terms of Section 11.6. TCG shall
designate the requested date and time for conversion on the LSR (“Scheduled
Conversion Time”) subject to Verizon standard provisioning intervals, as may be
revised from time to time. Subject to the immediately preceding sentence,
Verizon agrees to accept from TCG the 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, TCG and Verizon shall mutually agree on a New Conversion Time, as
defined below. Within three (3) business days of Verizon’s
receipt of a valid LSR, except as otherwise required by Applicable Law, Verizon
shall provide TCG the scheduled due date by which the Analog 2W Loops covered
by such LSR will be converted.


                    11.9.3 TCG shall provide dial tone at the
TCG Collocation site prior to the Scheduled Conversion Time such that Verizon
may verify dial tone as provided herein. Verizon shall verify dial tone on the
loop scheduled to be migrated to TCG and shall also verify TCG dial tone from
the TCG Collocation cage. If Verizon is unable to verify such dial tone,
Verizon shall take appropriate steps to address the problem, including promptly
notifying TCG, as may be required. 


                    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.


46






                              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, and 


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


                    11.9.5
If TCG 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 TCG will reschedule and
Verizon will waive the Analog 2W Loop Service Order Charge for the original
Scheduled Conversion Time. 


                    11.9.6
Conversions involving LNP will be completed according
to North American Numbering Council (“NANC”) standards, via the regional Number
Portability Administration Center (“NPAC”). 


                    11.9.7
If TCG requires Analog 2W Loop 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. 


                    11.9.8
After receiving notification of completion of the hot
cut by Verizon, TCG will confirm operation of the loop. In the event the loop
is not functional, TCG may submit the necessary trouble ticket to initiate a
request for repair. 


                    11.9.9
If TCG and Verizon cannot isolate and fix the problem,
TCG may request that the Customer be restored to service on the Verizon
network. Such restoration shall occur within a commercially reasonable time
period. 


          11.10
Testing, Trouble Isolation and Dispatch Associated with Maintenance of
Unbundled Network Elements 


          If
(a) TCG reports to Verizon a Customer trouble, (b) TCG requests a dispatch, (c)
Verizon dispatches a technician, and (d) such trouble was not caused by
Verizon’s facilities or equipment in whole or in part, then TCG 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 TCG is not available at the appointed time. TCG accepts responsibility for
initial trouble isolation (except where technically infeasible) and providing
Verizon with appropriate dispatch information based on test results resulting
from such initial trouble isolation. For the purposes of this Section 11.10 


47





only,
“technically infeasible” trouble isolation (i.e., when TCG is absolved of this
responsibility) is defined as follows: (a) those situations where TCG, as a
result of circumstances beyond its control (i.e., a Force Majeure Event) is
unable to gain access to TCG physical collocation arrangements; (b) those
situations where Verizon is unable to provide testing capability pursuant to
Section 11.10.1 below; or (c) those situations for which Verizon and TCG
mutually agree upon. In those instances identified in (a), (b) and (c)
preceding where trouble isolation is technically infeasible for TCG, Verizon
shall, where technically feasible, perform testing at TCG’s request, and supply
the test results to TCG. If, as a direct result of TCG instructions, Verizon erroneously
dispatches to a site on Verizon company premises (“dispatch in”), a charge set
forth in Exhibit A will be assessed per occurrence to TCG by Verizon. If as a
direct result of TCG instructions, Verizon erroneously dispatches to a site
outside of Verizon company premises (“dispatch out”), a charge set forth in
Exhibit A will be assessed per occurrence to TCG by Verizon. TCG will not be
subject to such charges if Verizon dispatches its technicians to an incorrect
location not designated by TCG. Verizon agrees to respond to TCG 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 situated
Telecommunications Carrier. 


                              11.10.1
Verizon shall provide TCG access to the mechanized
loop test (“MLT”), where such capability is available, for testing of the
UNE-Platform. Where access to MLT is not available for UNE-Platform, Verizon
shall perform such testing at TCG’s request, and supply the test results to
TCG.


                              11.10.2
To the extent the initial trouble isolation activities have been completed
pursuant to this Section 11.10 and, TCG requires additional assistance from
Verizon to complete a maintenance request of unbundled Network Elements (e.g.,
cooperative testing, vendor meet), and such assistance is reasonably determined
by Verizon to be within its normal effort with respect to testing, maintenance
or repair of unbundled Network Elements, Verizon shall cooperatively work with
TCG to complete such reasonable request for assistance in accordance with the
terms set forth in this Section 11.10. 


          11.11
Rates 


                    11.11.1
Verizon shall charge, and TCG shall pay, the
non-recurring and monthly recurring rates for Network Elements set forth in the
applicable Verizon Tariff or, if not set forth in a Verizon Tariff, as set
forth in Exhibit A. If the Commission 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 20.2 below. 


          11.12
Combinations 


                    11.12.1
Subject to the conditions set forth in Section 11,
Verizon shall be obligated to provide combinations of unbundled Network
Elements 


48





(“Combinations”)
in accordance with Applicable Law, at the rates, terms and conditions set forth
in Verizon’s PSC NY No. 10 Tariff, as amended from time to time. 


          11.13
Demand Management Forecasts 


                    In
addition to any other forecasts required by this Agreement, upon reasonable
request by Verizon, TCG shall provide to Verizon non-binding good faith demand
management forecasts regarding the services that TCG expects to purchase from
Verizon, including, but not limited to, forecasts regarding the types and
volumes of services that TCG expects to purchase and the locations where such
services will be purchased. Such forecasts shall be requested by Verizon no
more frequently than semi-annually and shall be subject to the confidentiality
provisions set forth in Section 28.5.2 of this Agreement and the information
contained in such forecasts will only be used to provide services pursuant to
this Agreement. Such forecasts shall not be a commitment by TCG to order any
specified amount of services. Nor do such forecasts expand or otherwise
increase (i) Verizon’s obligations to provide services pursuant to this
Agreement or (ii) any performance standards, measurements, or remedies, if any,
that may apply pursuant to Section 26 of this Agreement. 


          11.14
Enhanced Cooperative Testing 


                    11.14.1
For the purposes of this Agreement, “Enhanced
Cooperative Testing” is defined as additional testing, maintenance or repair of
unbundled Network Elements which is in addition to normal effort required to
test, maintain or repair such unbundled Network Elements or comparable
facilities or equipment used by Verizon when providing Tariffed services to its
retail Customers. 


                    11.14.2
Pursuant to methods and procedures developed as part
of the DSL Provisioning Process in New York, at TCG’s request, TCG and Verizon
shall perform cooperative testing (as such testing is defined in the New York
DSL Collaborative) of DSL-capable Loops. 


                    11.14.3
To the extent TCG requires Enhanced Cooperative
Testing of unbundled Network Elements (with the exception of DSL-capable Loops
which are addressed in Section 11.14.2 above) and methods and procedures to
perform such Enhanced Cooperative Testing have not been developed by other
industry forums or collaborative proceedings in New York, the Parties, upon
written request of TCG, shall enter into good faith negotiations to determine
appropriate rates, if any, terms and conditions applicable to such Enhanced
Cooperative Testing. 


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


          12.1
Availability of Retail Services/Wholesale Rates for Resale 


          As
and to the extent required by Applicable Law, Verizon, directly or (at
Verizon’s option, in the case of Advanced Services — as such term is defined
by the FCC) through Verizon Advanced Data Inc. (“VADI”), a New York affiliate
subject to 


49





Section 251(c)
of the Act, will make available to TCG, for resale, Verizon’s
Telecommunications Services (As Defined in the Act) (collectively, “Resold
Services”), subject to and in accordance with the terms and conditions,
including discount rates, of
Verizon P.S.C. Resale Tariff No. 9 (the “Resale Tariff”) and, in the case of
Advanced Services, VADI’s federal and state tariffs (the “VADI Tariff”)(as such
tariffs are amended or otherwise in effect from time to time); and the terms
and conditions of this Section 12. To the extent required by Applicable Law,
Verizon or VADI, as applicable, shall make available such Resold Services at
the retail prices set forth in Verizon’s or VADI’s tariffs, as applicable, less
the wholesale discount set forth in Exhibit A. 


          12.2
Customer Specific Offerings 


          To
the extent required by Applicable Law, Verizon
Resold Services shall include contract and other Customer-specific offerings.
Upon written request by TCG, Verizon shall promptly provide TCG with summaries
of contracts and Customer-specific offerings describing prices, terms and
conditions that TCG may make available for resale to its Customers. In the
event that there is a change in Applicable Law, such that Verizon’s obligation
to provide TCG with resale of contracts and other Customer-specific offerings
is reduced or eliminated, TCG will promptly comply with such change in
Applicable Law. 


          12.3
Availability of Branding for Resale 


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


          12.4
Customer of Record 


                    12.4.1
TCG shall establish telephone numbers at which TCG’s
customers may communicate with TCG and shall make reasonable efforts to advise
TCG’s Customers who may wish to communicate with TCG of these telephone
numbers. 


                    12.4.2
Verizon employees who are reasonably likely to
communicate, either by telephone or face-to-face, with TCG’s Customers of
Resold Services during the service provisioning or maintenance processes shall
or have received such training as reasonably necessary for those employees to
conform to the requirements of this Agreement with regard to their contact with
TCG Customers.


          12.5
Discontinuance of Verizon Services 


                    To
the extent required by Applicable Law, where Verizon discontinues a Verizon Resale
Telecommunications Service, TCG shall be subject to the same limitations and
rights (e.g. if Verizon allows
for any transition or grandfathered period) that Verizon’s own retail Customers
may be subject to with respect to any 


50





Telecommunications
Service that Verizon may, in its discretion and to the extent not prohibited by
Applicable Law, discontinue offering. 


          12.6
Additional Terms Governing Resale and Use of Verizon Services 


                    12.6.1
TCG shall not be eligible to participate in any
Verizon plan or program under which Verizon end user retail Customers may
obtain products or merchandise, or services which are not Telecommunications
Services, in return for TCG’s trying, agreeing to purchase, purchasing, or
using Telecommunications Services. 


                    12.6.2
Neither Verizon nor TCG may offer services to its end
users or others under any of the brand names of the other Party or any of its
parents, subsidiaries or affiliates, regardless of whether or not such brand
names are registered trademarks or servicemarks, without the other Party’s
written authorization. Notwithstanding the foregoing, Verizon shall not be
required to remove (or remove references to) the brand name or logo “Verizon”
or similar names or connotations of brand identifying Verizon or its parents,
subsidiaries or affiliates from any items or services which it provides, except
insofar as Verizon’s obligation, pursuant to Applicable Law, to re-brand (with
the TCG identification) and except that (x) Verizon shall not provide to TCG’s
end user Customer a copy of its branded time and material rates authorization
form, (y) to the extent Verizon provides a “left in dial tone” recording
(applicable to inactive telephone lines that have access solely to 8YY, local
business office or 911 service) it shall provide a statement that the end-user
should contact its local service provider (without reference to Verizon) to
activate service and (z) Verizon may include on the “no access” cards left by
Verizon personnel at Customer premises responding to activation or maintenance
service requests the following statement: 


                    “Verizon
was here on behalf of your service provider to address your activation or
maintenance request. Please re-contact your service provider to arrange for a
future appointment.” 


          or
such other substantially similar statement as will not bear the logo or brand
name of Verizon other than to simply identify the personnel leaving such card.
The brand name of Verizon shall appear on any “no access” card with no greater
prominence than the remainder of the printed statement. 


                    12.6.3
Upon rendering of a final bill by Verizon to its
end-user Customer who has switched from Verizon and now subscribes to services
TCG provides using Resold Services, Verizon shall remove any Verizon-assigned
telephone calling card number from the LIDB for such Customer’s Verizon calling
card issued in connection with that Customer’s local exchange service. Nothing
contained in this Agreement shall preclude the marketing of Verizon calling
cards to these end-user Customers, subject to the restrictions set forth in
Section 28.5 of this Agreement. 


                    12.6.4
Alternate Billing to Third Numbers 


                              12.6.4.1
Calls on Verizon resold Lines using Verizon’s Operator
Services. The following procedures shall apply for Alternately Billed Calls 


51





which are
local calls or IntraLATA toll calls carried by Verizon and originating or
terminating over a Verizon line (a) which has been resold by TCG pursuant to
the terms of this Agreement and (b) for which Verizon is providing operator and
directory assistance services. 


                                        12.6.4.1.1
In the case of a call which originates from an TCG
Customer being served by a resold line in Verizon territory (hereinafter “TCG
Customer Resold Line”) which is charged to a retail Customer served by a
Verizon line including a resold line in Verizon territory within New York (hereinafter
“Verizon New York Territory”), Verizon shall record and process such call, and
transmit to TCG an unrated call record. TCG shall rate such call for purposes
of charging the retail Customer and send such rated record to Verizon or a
resale carrier designated by Verizon in billable form for billing and
collection purposes, at which point TCG shall have no further responsibility
for billing or collecting for such call for Verizon retail Customers. Verizon,
for Verizon retail Customers only, shall pay TCG for such call the billed
amount less the billing and collection fee specified in Exhibit A. TCG shall
pay Verizon for the call at the wholesale discount rate set forth in Exhibit A
as billed on the wholesale bill. 


                                        12.6.4.1.2
Verizon Originating Call charged to TCG Customer. 


                                        In
the case of a call which originates from a Verizon retail Customer within New
York and is charged to an TCG Customer Resold Line, Verizon shall record and
process such call and rate such call for purposes of charging TCG’s Customer.
Verizon shall send such rated record to TCG in billable form for billing and
collection purposes, at which point Verizon shall have no further
responsibility for billing or collecting for such call. TCG shall pay Verizon
for such call the billed amount less the billing and collection fee specified
in Exhibit A. 


                                        12.6.4.1.3
TCG Originating Call charged to Other Carrier. 


                                        In
the case of a call which originates from an TCG Customer Resold Line which is
charged to a customer of a third party telecommunications carrier outside of
Verizon New York Territory, Verizon may record and process such call and transmit
to TCG an unrated call record, at which point Verizon shall have no further
responsibility for rating, billing, or collecting for such call. TCG shall pay
Verizon for such call at the wholesale discount rate set forth in Exhibit A as
billed on the wholesale bill. 


                              12.6.4.2
Calls on Verizon Resold Lines Not Using Verizon
Operator Services. The following procedures shall apply for Alternately Billed
calls which are local calls or IntraLATA toll calls carried by Verizon and
originating or terminating over a Verizon line (a) which has been resold by TCG
pursuant to the terms of this Agreement and (b) for which Verizon is not
providing operator and directory assistance services: 


52





                                        12.6.4.2.1
TCG Originating Call Charged to Verizon Customer. In
the case of a call which originates from an TCG Customer Resold Line and is
charged to a Verizon retail Customer within Verizon New York Territory, TCG
shall record and process such call at its OSPS and rate such call for purposes
of charging Verizon’s Customer and send such rated record to Verizon in
billable form for billing and collection purposes, at which point TCG shall
have no further responsibility for billing or collecting for such call. Verizon
shall pay TCG for such call the billed amount less the billing and collection
fee as specified in Exhibit A. 


                                        12.6.4.2.2
Verizon Originating Call charged to TCG Customer. In
the case of a call which originates from a Verizon retail Customer within New
York and is charged to an TCG Customer Resold Line, Verizon shall record and
process such call and rate such call for purposes of charging TCG’s Customer.
Verizon shall send such rated record to TCG in billable form for billing and
collection purposes, at which point Verizon shall have no further
responsibility for billing or collecting for such call. TCG shall pay Verizon
for such call the billed amount less the billing and collection fee specified
in Exhibit A. 


                                        12.6.4.2.3
TCG Originating Call charged to Other Carrier. In the
case of a call which originates from an TCG Customer Resold Line which is
charged to a customer of a third party telecommunications carrier providing services
outside of Verizon New York Territory, TCG shall record and process such call. 


                              12.6.4.3
Calls Billed to Verizon Resold Lines and Carried
through CMDS and CATS. The following procedures shall apply for Alternately Billed
Calls which are local calls or IntraLATA toll calls billed through the
Centralized Message Distribution System (“CMDS”) and originating or terminating
over a third company’s line and charged to a Verizon line which has been resold
by TCG pursuant to the terms of this Agreement. 


                                        12.6.4.3.1
Calls Carried through CMDS and CATS. For a call which
originates and terminates outside of Verizon New York Territory and is charged
to an TCG Customer Resold Line, Verizon shall provide to TCG the information
and charges with respect to such call received from the out-of-region
telecommunications carrier via the daily usage feed. Verizon shall have no
further responsibility for rating, billing and collecting for such call. TCG shall
pay Verizon for such call an amount equal to the amount charged to Verizon
through the CATS settlement process by such out-of-region telecommunications
carrier with respect to such call as billed on the wholesale bill and a Call
Usage Detail record processing charge in accordance with Exhibit A. 


                              12.6.4.4
Administrative Matters 


                              All
other matters relating to the rating, billing, payments and transmission of
records with respect to Alternately Billed Calls which are not set forth above,
including, without limitation, the timing of payments and billings, the
frequency of transmission of records and the eligibility of messages for
billing, shall be governed by the other applicable provisions of this
Agreement. 


53





                    12.6.5
E911/911 Services 


                              12.6.5.1
Where and to the extent that Verizon provides E911/911
call routing to a Public Safety Answering Point (“PSAP”) to Verizon’s own end
user retail Customers, Verizon will provide to TCG, for resold Verizon Retail
Telecommunications Service dial tone lines, E911/911 call routing to the
appropriate PSAP. Verizon will provide TCG Customer information for resold
Verizon Retail Telecommunications Service dial tone lines to the PSAP as that
information is provided to Verizon by TCG where and to the same extent that
Verizon provides Verizon end user retail Customer information to the PSAP.
Verizon will update and maintain, on the same schedule that Verizon uses with
Verizon’s own end user retail Customers, for TCG Customers served by resold
Verizon Retail Telecommunications Service dial tone lines, TCG Customer
information in Verizon’s E911/911 databases. 


                              12.6.5.2
TCG shall provide to Verizon the name, telephone
number and address, of all TCG Customers, and such other information as may be
requested by Verizon, for inclusion in E911/911 databases. Any change in TCG
Customer name, address or telephone number information (including addition or
deletion of an TCG Customer, or a change in TCG’s Customer name, telephone
number or address), or in other E911/911 information supplied by TCG to
Verizon, shall be reported to Verizon by TCG within one (1) day after the
change. 


                              12.6.5.3
To the extent that it is necessary (whether as a
requirement of Applicable Law or otherwise) for TCG to enter into any
agreements or other arrangements with governmental entities (or governmental
entity contractors) related to E911/911 in order for TCG to provide
Telecommunications Services, TCG shall at TCG’s expense enter into such
agreements and arrangements. 


                    12.6.6
Emergency Listings Service 


                              12.6.6.1
Verizon, upon receipt of written request from TCG,
shall negotiate a separate agreement with TCG to set forth the rates, terms and
conditions for the provision by Verizon to TCG of emergency listings service
(i.e., emergency public agency (e.g., police, fire, ambulance) telephone numbers
linked to NPA-NXXs in New York State), provided that Verizon offers such
emergency listings service in New York State. 


                    12.6.7
Pal Lines 


                              12.6.7.1
The Parties agree that TCG may only purchase Verizon
Public Access Line (“PAL”) services in the form in which such services are
offered under Verizon’s applicable retail tariffs. TCG as a Telecommunications
Carrier may purchase PAL service for resale to Independent Public Payphone
Providers (“IPPPs”), including affiliates of TCG, provided that such affiliates
purchase PAL service on the same terms and conditions as are offered by TCG to
non-affiliate IPPPs. 


                    12.6.8
Vertical Features, Voice Mail and Voice UNE-Platform 


54





                              12.6.8.1
The vertical features that Verizon makes available under its retail tariffs to
its end user Customers shall be available to TCG to purchase for resale (at the
appropriate wholesale discount set forth in Exhibit A) to TCG Customers who are
being provided voice service through the use of the UNE-Platform; provided,
however, that, except as otherwise may be provided by Applicable Law, any TCG
request for Verizon voice mail service as a Resold Service for use by TCG voice
UNE-Platform Customers shall be treated as a Bona Fide Request. 


                    12.7
Demand Management Forecasts 


                              12.7.1
In addition to any other forecasts required by this Agreement, upon reasonable
request by Verizon, TCG shall provide to Verizon non-binding good faith demand
management forecasts regarding the services that TCG expects to purchase from
Verizon, including, but not limited to, forecasts regarding the types and
volumes of services that TCG expects to purchase and the locations where such
services will be purchased. Such forecasts shall be requested by Verizon no
more frequently than semi-annually and shall be subject to the confidentiality
provisions set forth in Section 28.5.2 of this Agreement and the information
contained in such forecasts will only be used to provide services pursuant to
this Agreement. Such forecasts shall not be a commitment by TCG to order any
specified amount of services. Nor do such forecasts expand or otherwise
increase (i) Verizon’s obligations to provide services pursuant to this
Agreement or (ii) any performance standards, measurements, or remedies, if any,
that may apply pursuant to Section 26 of this Agreement. 


13.0 COLLOCATION — SECTION 251(C)(6)


          13.1
To the extent required by Applicable Law, Verizon
shall provide Collocation for the purpose of facilitating TCG’s 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.
Such Collocation shall be provided pursuant to Verizon’s applicable federal and
state Tariffs as amended from time to time. 


          13.2
[Intentionally omitted] 


          13.3
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 TCG with the relevant engineering requirements. 


55





          13.4
TCG shall purchase Cross Connection to Verizon
services or facilities as described in Verizon’s applicable Tariffs. 


          13.5
Intentionally Deleted. 


          13.6
Verizon shall allow TCG to collocate equipment in a
Verizon remote terminal equipment enclosure in accordance with, and subject to,
the rates, terms and conditions set forth in applicable Verizon tariffs, as
amended from time to time, and Verizon shall do so regardless of whether or not
such rates, terms and conditions are effective. Notwithstanding anything else
set forth in this Agreement, Verizon shall allow TCG to collocate equipment in
a Verizon remote terminal equipment enclosure in accordance with, but only to
the extent required by, Applicable Law. 


          13.7
When TCG and Verizon are located in a Verizon Wire Center building that
includes an TCG/Verizon “condominium” arrangement, i.e., where both Parties
have a switch or, in the case of TCG, a facility point of presence within the
Verizon Wire Center building, TCG may use, to the extent that Verizon is
required to permit such use under Applicable Law, any equipment that it may
locate in the TCG Wire Center in that building to interconnect with Verizon for
the exchange of the Parties’ traffic under this Agreement and/or to access
Verizon’s unbundled Network Elements for TCG’s own use, via intra-building
cabling (as and where technically feasible), to be terminated at a point of
termination (“POT”) bay designated by Verizon in its generally available
collocation space. Such equipment located in the TCG Wire Center in the
condominium arrangement interconnected via intra-building cabling shall be
treated as collocated equipment in accordance with Applicable Law. TCG shall
perform such intra-building cabling in accordance with Verizon’s applicable
Collocation tariffs, including paying Verizon’s generally applicable
Collocation tariff rates and charges for any services provided in connection with
the foregoing intra-building cabling. 


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


          14.1
Scope 


          The
Parties shall provide Number Portability (“NP”) in accordance with the
requirements of the Act and applicable rules and regulations as from time to
time prescribed by the FCC and/or the Commission to the extent such Commission
has jurisdiction over the subject matter. 


          14.2
Procedures for Providing LNP (Long-term Number Portability)


          The
Parties will follow the LNP provisioning process and procedures recommended by
the North American Numbering Council (NANC) and adopted by the FCC, as well as
those established by the East Coast Local Number Portability Operations Team.
In addition, the Parties agree to follow the NP ordering procedures established
at the Ordering and Billing Forum (OBF). The Parties shall provide LNP on a
reciprocal basis. 


56






                    14.2.1
A Customer of one Party (“Party A”) elects to become a Customer of the other
Party (“Party B”). The Customer elects to utilize the original telephone
number(s) corresponding to the Telephone Exchange Service(s) it previously received
from Party A, in conjunction with the Telephone Exchange Service(s) it will now
receive from Party B. After Party B has received appropriate authorization in
accordance with Applicable Law from an end user customer and sends an 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 such authorizations and Party A may
request, upon reasonable notice, verification of the applicable authorization. 


                    14.2.2
When a telephone number is ported out of Party A’s network, Party A will remove
any non-proprietary line based calling card(s) associated with the ported
number(s) from its Line Information Database (“LIDB”). Reactivation of the
line-based calling card in another LIDB, if desired, is the responsibility of
Party B or Party B’s customer.


                    14.2.3
When a customer of Party A ports their telephone numbers to Party B and the
customer has previously secured a reservation of line numbers from Party A for
possible activation at a future point, these reserved but inactive numbers may
be ported along with the active numbers to be ported provided the numbers have
been reserved for the customer. Party B may request that Party A port all
reserved numbers assigned to the customer or that Party A port only those
numbers listed by Party B. As long as Party B maintains reserved but inactive
numbers ported for the customer, Party A shall not reassign those numbers. Party
B shall not reassign the reserved numbers to another end user customer. 


                    14.2.4
When a customer of Party A ports their telephone numbers to Party B, in the
process of porting the customer’s telephone numbers, Party A shall implement the
10-digit unconditional trigger feature where it is available. When Party A
receives the porting request, the 10-digit unconditional trigger shall be
applied to the customer’s line no later than 11:59 p.m. (local time) on the
business day preceding the scheduled port date and Party A shall leave the
10-digit unconditional trigger in place until 11:59 p.m. (local time) of the
confirmed due date. Such use of the 10-digit unconditional trigger is
considered a non-coordinated number port and will enable Party B to satisfy its
customers’ requests for weekend or off-business hours porting without
coordinated assistance from Party A. 


                    14.2.5
When the 10-digit unconditional trigger is not available, Party A and Party B
must coordinate the disconnect activity. For the purposes of such coordination
and in response to a specific Customer request for special handling where
issues of public safety are involved, either Party may request weekend or
off-business hour coordination of LNP. In such instances and subject to the
limitations identified in Subsection 14.2.5.1 below, either Party, as
applicable, will process LNP orders, port numbers during off-business hours on
weekdays, Saturdays, and Sundays, and provide off-business hours technical and
operational support to resolve problems that may occur 


57





during such
coordinated number porting activity as it would do so for its own Customers
that are similarly situated. 


                              14.2.5.1
The availability of weekend and/or off-business hours
coordination of LNP is subject to each of the following limitations: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Weekend
 and/or off-business hour porting will only be considered on orders that
 require coordination, i.e., where no 10-digit unconditional trigger is
 available.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Requests for
 weekend and non-business hour due dates on number portability orders must be
 negotiated in advance of submitting the LSR.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Both Parties
 shall maintain personnel to perform the tasks required during the weekend and
 off-business hour porting to which they agree, including the removal of the
 telephone number translations at a specified time and restoration of original
 service if the problems occur during the porting process.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Number
 porting may not be available certain hours on Sundays due to NPAC maintenance
 down time as reported by NPAC.

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 If either
 Party schedules system maintenance during off-business hours that impacts the
 ability to complete the work involved for a scheduled porting event, such
 Party will advise the other of the system down time and reschedule the
 porting activity to a mutually agreeable date. 

 



                    14.2.6
The Parties shall furnish each other with the Jurisdiction Information
Parameter (JIP) in the Initial Address Message (IAM), containing a Local
Exchange Routing Guide (LERG)-assigned NPA-NXX (6 digits) identifying the
originating switch on calls originating from LNP capable switches. 


                    14.2.7
Where LNP is commercially available, the NXXs in the office shall be defined as
portable, except as noted in 14.2.8, and translations will be changed in the
Parties’ switches to open those NXXs for database queries in all applicable LNP
capable offices within the LATA of the given switch(es). On a prospective
basis, all newly deployed switches will be equipped with LNP capability and so
noted in the LERG. 


                    14.2.8
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 


58





prospective
basis, newly assigned codes in switches capable of porting shall become commercially
available for porting with the effective date in the network. 


                    14.2.9
Both Parties’ use of LNP shall meet the performance criteria specified by the
FCC. Both Parties will act as the default carrier for the other Party in the
event that either Party is unable to perform the routing necessary for LNP. 


                    14.2.10
TCG and Verizon may mutually agree to additional or different terms for the use
of the LRN 10-digit unconditional trigger. 


          14.3
Procedures for Providing NP Through Full NXX Code Migration 


          Where
a Party has activated an entire NXX for a single Customer, activated a portion
of the NXX for a single customer with the remaining numbers in that NXX
reserved for future use by that Customer, or activated at least eighty percent
(80%) of an NXX for a single Customer, with the remaining numbers in that NXX
unused, if such Customer chooses to receive Telephone Exchange Service from the
other Party, the first Party shall cooperate with the second Party to have the
entire NXX reassigned in the LERG (and associated industry databases, routing
tables, etc.) to an End Office operated by the second Party. Such transfer will
be accomplished with appropriate coordination between the Parties and subject
to appropriate industry lead-times for movements of NXXs from one switch to
another. Neither Party shall charge the other in connection with this
coordinated transfer. 


          14.4
Transition from Interim Number Portability (INP) to LNP 


          To
the extent that, notwithstanding the foregoing, LNP is not available with
respect to a particular Verizon Central Office, the Parties shall promptly
negotiate in good faith terms and conditions governing the provision of Interim
Number Portability with respect to such Central Office which shall apply until
such time as LNP is available. 


          14.5
Pricing 


          Charges
for LNP are set forth in Exhibit A. 


	
  

 	
  

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

 



          15.1
Verizon and TCG shall each provide the other with
Dialing Parity, and 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. 


	
  

 	
  

 
	
 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, 


59





pursuant to
any existing or future license agreement between the Parties. Such access shall
be in conformance with 47 U.S.C. § 224 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 

 



          17.1
Subject to the terms and conditions set forth in
Section 11.5A above, each Party shall provide the other Party with access to
databases and associated signaling necessary for call routing and completion by
providing SS7 Common Channel Signaling (CCS) Interconnection in accordance with
existing Tariffs and the terms of
this Agreement, and Interconnection and access to 8YY databases, LIDB, and any
other necessary databases in accordance with existing Tariffs and the terms of
this Agreement and/or agreements
with other unaffiliated carriers, at the rates set forth in Exhibit A.
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. In
either case, TCG shall comply with Verizon’s SS7 certification requirements
prior to establishing CCS interconnection with Verizon. Within a commercially
reasonable period of time after TCG requests the CCS certification requirements
from Verizon with respect to a particular TCG switch(es), Verizon shall provide
TCG with written updates identifying any material changes to Verizon’s SS7
certification requirements since the last SS7 certification conducted by the
Parties in the Verizon service territory. 


          17.2
The Parties will provide CCS Signaling to each other,
where and as available, in conjunction with all Reciprocal Compensation
Traffic, Internet Traffic, Toll Traffic, Meet Point Billing Traffic, and
Transit Traffic. The Parties will cooperate on the exchange of 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 upon request (where available), including called
party number, calling party number, originating line information, calling party
category, and charge number. All privacy indicators will be honored. The
Parties will follow all Ordering and Billing Forum-adopted standards pertaining
to CIC/OZZ codes. TCG may order in-band multi-frequency (MF) wink start
signaling for their trunk groups only where CCS signaling is not available. In
such an arrangement, each Party will outpulse the full ten-digit telephone
number of the called party to the other Party. MF and CCS signaling trunk groups
may not be combined or receive traffic from each other. 


          17.3
The following publications describe the practices,
procedures and specifications generally utilized by Verizon for signaling
purposes and are listed herein to assist the Parties in their respective
Interconnection responsibilities related to Signaling: 


          (a)
The Telcordia Technologies document GR-905-CORE, Common Channel Signaling
Network Interface Specification (CCSNIS) Supporting Network Interconnection,
Message Transfer Part (MTP), and Integrated Services Digital Network 


60





(ISDN) User
Part (ISUP) provide a detailed description of current industry practices
regarding CCS Network architecture, and defines specifications relating to CCS
Network Interconnection. 


          (b)
Verizon Supplement Common Channel Signaling Network Interface Specification
(Verizon-905) which describes Verizon’s specific requirements in providing
interface capabilities to ICNs (Interconnecting Networks, i.e., Interexchange,
Independent, Reseller, etc.) for connecting to Verizon’s CCS network for those
capabilities and optional parameters which GR-905-CORE defines as being
negotiable between a BOC and the ICN. 


          The
Parties may also utilize other industry documents to assist each of them in
their respective interconnection responsibilities related to Signaling. 


          17.4
Each Party shall charge the other Party rates for CCS
signaling, 8YY and access to databases in accordance with the charges set forth
in Exhibit A. 


	
  

 	
  

 
	
 18.0 COORDINATED SERVICE ARRANGEMENTS 

 



          18.1
Intercept and Referral Announcements 


          When
a Customer changes its service provider from Verizon to TCG, or from TCG 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. When a Customer changes its local service provider from
TCG to Verizon or from TCG to a CLEC, where TCG was providing service to the
Customer through unbundled Local Switching, and the Customer does not retain
its original telephone number, TCG shall order the Referral Announcement from
Verizon on behalf of the Customer. Referral Announcements shall be provided
reciprocally, free of charge to either the other Party or the Customer to the
extent the providing Party does not charge its own Customers for such service,
for the time period required under Applicable Law, but in no event less than
six (6) months after the date the Customer changes its telephone number in the
case of business Customers and not less than thirty (30) days after the date
the Customer changes its telephone number in the case of residential Customers.
However, if either Party provides Referral Announcements for different periods
than the above respective periods when its Customers change their telephone
numbers, such Party shall provide the same level of service to Customers of the
other Party. The periods for referral announcement may be shorter if a number
shortage condition is in effect for a particular NXX code and any such shorter
periods are not precluded by Applicable Law. 


          18.2
Customer Contact, Coordinated Repair Calls and Misdirected Inquiries 


                    18.2.1
Verizon will recognize TCG as the customer of record
of all Services ordered by TCG under this Agreement. TCG shall be the single
point of contact for TCG Customers with regard to all services, facilities or
products provided by Verizon 


61





to TCG and
other services and products which they wish to purchase from TCG or which they
have purchased from TCG. Communications by TCG Customers with regard to all
services, facilities or products provided by Verizon to TCG and other services
and products which they wish to purchase from TCG or which they have purchased
from TCG, shall be made to TCG, and not to Verizon. TCG shall instruct TCG
Customers that such communications shall be directed to TCG.


                    18.2.2
Requests by TCG Customers for information about or
provision of products or services which they wish to purchase from TCG,
requests by TCG Customers to change, terminate, or obtain information about, assistance
in using, or repair or maintenance of, products or services which they have
purchased from TCG, and inquiries by TCG Customers concerning TCG’s bills,
charges for TCG’s products or services, and, if the TCG Customers receive dial
tone line service from TCG, annoyance calls, shall be made by the TCG Customers
to TCG, and not to Verizon. 


                    18.2.3
TCG and Verizon will employ the following procedures
for handling misdirected repair calls: 


                              18.2.3.1
TCG and Verizon will educate their respective
Customers as to the correct telephone numbers to call in order to access their
respective repair bureaus. 


                              18.2.3.2
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. 


                              18.2.3.3
TCG and Verizon will provide their respective repair
contact numbers to one another on a reciprocal basis. 


                    18.2.4
In addition to section 18.2.3 addressing misdirected
repair calls, the Party receiving other types of misdirected inquiries from the
other Party’s Customer shall not in any way disparage the other Party. 


          18.3
Customer Authorization 


                    18.3.1
Without in any way limiting either Party’s obligations
under Subsection 27.1, each Party shall comply with Applicable Laws with regard
to Customer selection of a primary Telephone Exchange Service provider. Until
the Commission and/or FCC adopts regulations and/or orders applicable to
Customer selection of a primary Telephone Exchange Service provider, each Party
shall adhere to the rules and procedures set forth in Section 64.1100 through
1190 of the FCC Rules, 47 CFR § 64.1100 through 1190, in effect on the
Effective Date hereof when ordering, terminating, or otherwise changing
Telephone Exchange Service on behalf of the other Party’s or another carrier’s
Customers.


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                    18.3.2
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 reasonable request, or (b) fails to obtain authorization from
the Customer for such installation, provision, selection, change or termination
in accordance with Applicable Law, then in addition to any other rights or
remedies available to the other Party, 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. 


                    18.3.3
Without in any way limiting either Party’s obligations
under Subsection 27.1, both Parties shall comply with Applicable Laws with
regard to Customer Proprietary Network Information, including, but not limited
to, 47 U.S.C. § 222. TCG shall not access (including, but not limited to,
through Verizon OSS as defined in Schedule 11), use, or disclose Customer
Proprietary Network Information made available to TCG by Verizon pursuant to
this Agreement unless TCG has obtained any Customer authorization for such
access, use and/or disclosure required by Applicable Laws. By accessing, using
or disclosing Customer Proprietary Network Information, TCG 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. TCG
shall, upon reasonable request by Verizon, provide proof of such authorization
(including a copy of any written authorization). In the event TCG makes
available an TCG operations support system for access and use by Verizon,
Verizon agrees that the same conditions that apply to TCG in this Subsection
18.3.3 for accessing, using or disclosing Customer Proprietary Network
Information made available to TCG shall apply to Verizon when accessing, using
or disclosing CPNI made available to Verizon. 


                    18.3.4
Verizon shall have the right to monitor and/or audit
TCG’s access to and use and/or disclosure of Customer Proprietary Network
Information that is made available by Verizon to TCG pursuant to this Agreement
to ascertain whether TCG is complying with the requirements of Applicable Law
and this Agreement with regard to such access, use, and/or disclosure. Verizon
may exercise this right to audit once annually upon reasonable written notice
to TCG. Verizon may also employ such assistance as it deems desirable to
conduct such audits (such as an outside auditor) so long as the party providing
assistance agrees to be bound by a confidentiality agreement containing terms
substantially similar to the terms in Section 28.5 of this Agreement. To the
extent permitted by Applicable Law, the foregoing rights shall include, but not
be limited to, the right to electronically monitor TCG’s access to and use of
Customer Proprietary Network Information that is made available by Verizon to
TCG pursuant to this Agreement. The results of any audit and/or monitoring of
TCG’s access to and/or use of CPNI pursuant to this Section 18.3.4 shall be
subject to the confidentiality provisions (Section 28.5) of this Agreement and
shall not be used by Verizon for any marketing purposes, except as permitted by
Applicable Law. 


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                    18.3.5
At such time that TCG provides access to TCG Customer
Proprietary Network Information, TCG shall have the right to monitor and/or
audit Verizon’s access to and use and/or disclosure of TCG’s Customer
Proprietary Network Information, on the same terms as provided in Section
18.3.4 above. 


          18.4
Cooperation With Law Enforcement 


                    18.4.1
Each Party may cooperate with law enforcement
authorities to the full extent required or permitted by Applicable Law in
matters related to services provided by each Party hereunder, including, but
not limited to, the production of records; the establishment of new lines or
the installation of new services on an existing line in order to support law
enforcement operations; and the installation of wiretaps, trap-or-trace devices
and pen registers. Neither Party shall have the obligation to inform the other
Party nor the other Party’s Customers of such law enforcement requests, except
to the extent required by 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, either Party may take measures to
prevent other LECs 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. Neither Party will 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 that Party to block, or by its
failure to block, access to information concerning particular lines or services
through operations support systems interfaces or otherwise. 


                    18.4.2
Each Party shall bill the appropriate law enforcement
agency for these services under its customary practices. Where the law
enforcement agency will not reimburse the Party for its compliance with a court
order or other request for information, each Party shall be responsible for its
own costs associated with compliance or assisting the other Party to comply. 


                    18.4.3
Each Party shall provide the other Party with a Single
Point of Contact (“SPOC”) with whom to interface on a twenty-four (24) hour,
seven (7) days a week basis on law enforcement issues. A Party may designate a
SPOC at one or more centers that such Party utilizes for purposes of law
enforcement inquiries. 


                    18.4.4
Where one Party requests the assistance of the other
Party in responding to a request from law enforcement authorities, the Parties
shall cooperate in responding to such request to the extent permitted by
Applicable Law. 


          18.5
Resolution of Annoyance/Harassing Calls 


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          Each
Party will work cooperatively and jointly with the other Party in resolving
annoyance/harassing calls to a Party’s Customer where the services or
information of one or both Parties is needed to resolve the annoyance/harassing
calls. 


          18.6
Customer Credit History 


          Nothing
in this Agreement shall preclude disclosure between the Parties of information
on end user customer credit histories consistent with Applicable Law. 


	
  

 	
  

 
	
 19.0 DIRECTORY SERVICES ARRANGEMENTS 

 



          Upon
request, Verizon will provide certain directory services to TCG in accordance
with the terms as set forth herein. In this Section 19 of this Agreement,
references to TCG Customer’s “primary listing” shall mean such Customer’s
primary name, address, and telephone number, which number falls within the NXX
code directly assigned to TCG or is retained by TCG 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. 


          19.1
Directory Listings and Directory Distributions 


                    19.1.1
Verizon will include, at such rates permitted by
Applicable Law, TCG’s Customer’s primary listing in the appropriate “White
Pages” directories (residence and business listings) and “Yellow Pages”
directories (business listings), as well as in electronic directories in which
Verizon’s own customers are ordinarily included and directory assistance
databases. Verizon will distribute such directories, at such rates permitted by
Applicable Law, to such Customers, in an identical manner in which it provides
those functions for its own Customers. Listings of TCG’s Customers will be
interfiled with listings of Verizon’s Customers and the Customers of other LECs
included in the Verizon directories. Where required, TCG will pay Verizon such
rates permitted by Applicable Law for providing, as the case may be, for
additional and foreign white page listings and other white pages services for
TCG’s Customers. Verizon will not require a minimum number of listings per
order. 


                    19.1.2
Upon request by TCG, Verizon will make available to TCG 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 business offices. 


                    19.1.3
TCG shall provide Verizon with daily listing information on all new TCG
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. TCG will
also provide Verizon with daily listing information showing Customers that have
disconnected or terminated their service with 


65





TCG. Verizon will
promptly provide TCG with confirmation of listing order activity, either
through a verification report or a query on any listing which was not
acceptable. 


                    19.1.4
Verizon will accord TCG’s directory listing information the same level of
confidentiality which Verizon accords its own directory listing information,
and Verizon shall ensure that access to TCG’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 TCG Customers are not separately identified as such; and
provided further that TCG 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 commercially reasonable efforts to ensure the accurate
listing of TCG Customer listings. At TCG’s request, Verizon shall provide TCG
with a report of all TCG Customer listings normally no more than ninety (90)
days and no less than thirty (30) days prior to the service order close date for
the applicable directory. Verizon will process any corrections made by TCG with
respect to its listings, provided such corrections are received prior to the
close date of the particular directory. Verizon will provide appropriate
advance notice of applicable close dates. 


                    19.1.6
Verizon’s liability to TCG in the event of a Verizon error in or omission of a
listing shall be the same as Verizon’s liability to its own end user Customers
for such errors in or omissions of listings. In addition, TCG agrees to take,
with respect to its own Customers, all reasonable steps to ensure that its and
Verizon’s liability to TCG’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. 


                    19.1.7
TCG 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 TCG has the right to place such listings
on behalf of its Customers. Verizon will provide TCG, upon request, a copy of
the Verizon listings standards and specifications manual. TCG 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 TCG hereunder,
except for any actions arising from Verizon’s willful misconduct. 


          19.2
Service Information Pages 


Verizon will
include all TCG 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. TCG’s NXX codes shall appear in such lists in the same manner as
Verizon’s NXX information. In addition, when TCG is authorized to, and is
offering, local service to 


66





end-users
located within the geographic region covered by a specific directory, at TCG’s
request, Verizon will include in the “Customer Guide” or comparable section of
the applicable white pages directories: listings provided by TCG for TCG’s installation;
repair and customer service; and other local service oriented information
(including appropriate identifying logo) as agreed to by the Parties. Such
contact information shall appear alphabetically by local exchange carrier and
in accordance with Verizon’s generally applicable policies. TCG will be
responsible for providing the necessary information to Verizon by the
applicable close date for the particular directory. Verizon will provide TCG
with the close dates and reasonable notice of any changes in said dates.
Verizon shall not charge TCG for inclusion of this local service oriented
information, but reserves the right to impose charges on other information TCG
may elect to submit and Verizon may elect to accept for inclusion in Verizon’s
white pages directories. 


          19.3
Directory Publication 


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


          19.4
Other Directory Services 


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


          19.5
Directory Assistance (DA) and Operator Services (OS) 


                    19.5.1
Either Party may request that the other Party provide the requesting Party with
nondiscriminatory access to the other Party’s directory assistance services
(DA), IntraLATA operator call completion services (OS) and/or directory
assistance listings database. If either Party makes such a request, the Parties
shall enter into a mutually acceptable written agreement or a mutually
acceptable amendment to this Agreement for such access. 


                    19.5.2
TCG shall arrange, at its own expense, the trunking and other facilities
required to transport traffic to and from the designated DA and OS switch
locations. 


	
  

 	
  

 
	
 20.0 RATES AND CHARGES; ASSURANCE OF PAYMENT 

 



          20.1
Except as provided in Sections 11 and 20 hereof, the
rates and charges set forth in Exhibit A hereto shall apply to the services,
facilities, and arrangements provided hereunder. 


          20.2
Where there is an applicable Tariff, the rates and
charges contained in that Tariff shall apply except if the Parties agree in
writing that other rates and charges shall apply or if the Commission issues an
effective order that other rates and charges shall 


67





apply. In
addition, the rates and charges set forth in Exhibit A shall be superseded, on
a prospective basis (unless the Commission, the FCC or other governmental body
of competent jurisdiction orders that such new rates or charges be applied on
other than a prospective basis (e.g., retroactive true-up), in which case the
Parties shall comply with the terms of such order, to the extent that it is
effective),by any new rate or
charge when such new rate or charge is required by any order of the Commission,
the FCC or other governmental body of competent jurisdiction, approved by the
Commission, the FCC or other governmental body of competent jurisdiction, 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. 


          20.3
Notwithstanding any other provision of this Agreement,
TCG may not charge Verizon a rate higher than the Verizon rates and charges for
the comparable services, facilities and arrangements (and, for the avoidance of
any doubt and for purposes of this Section, space license arrangements that
Verizon uses at an TCG premises in accordance with Section 4.2.2.3 are
considered comparable to collocation arrangements that TCG uses at a Verizon
Wire Center), except if and, to the extent that, TCG has submitted a cost study
for the subject rate(s), the Commission has approved such higher rate(s) and
the higher rate(s) is not subject to a stay issued by a court of competent
jurisdiction. 


          20.4
If rates and charges for a service provided under this
Agreement are not specified in this Agreement (including, without limitation,
by the absence of such rates and charges in a Party’s Tariffs), the rates and
charges for the service shall be as mutually agreed to by the Parties in
writing, subject to the requirements, if any, of Applicable Law; provided,
however, that if the Parties are unable to mutually agree to a rate or charge,
the matter shall be subject to Dispute Resolution under Section 28.11 of this
Agreement. 


          20.5
Notwithstanding any other provision of this Agreement,
each Party reserves its respective rights to institute an appropriate
proceeding with the FCC, the Commission or other governmental body of
appropriate jurisdiction: (a) with regard to the rates and charges for its
services (including, but not limited to, a proceeding to change the rates and
charges for its services, whether provided for in any of its Tariffs, in
Exhibit A or otherwise); and (b) with regard to the rates and charges of the
other Party (including, but not limited to, a proceeding to obtain a reduction
in such rates and charges and a refund of any amounts paid in excess of any
rates and charges that are reduced). 


          20.6
Upon request by Verizon, TCG 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 TCG (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 a bill (in respect of amounts not subject
to a bona fide dispute)rendered
to TCG 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, 


68





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 TCG 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 TCG in respect of any 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 hereunder shall in no way relieve TCG 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
Each Party shall secure and maintain at its expense
during the term of this Agreement all insurance and/or bonds required to
satisfy its obligations under this Agreement (including, without limitation,
its obligations set forth in Section 24 hereof) and all insurance and/or bonds
required by Applicable Law. At a minimum and without limiting the foregoing
covenant, each Party 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)
Commercial Automobile Liability insurance covering all owned, non-owned and
hired vehicles for a minimum combined single limit of $1,000,000 per
occurrence, 


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


69





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


          21.2
TCG shall name Bell Atlantic Corporation and Verizon
as additional insureds on the foregoing insurance, except with respect to
Workers’ Compensation Insurance. 


          21.3
All insurers must be licensed to do business in the
state in which the work is to be performed and/or services rendered, and must
have an A.M. Best Rating AX or better. TCG shall, within two (2) weeks of the
date hereof and on a semi-annual basis thereafter, furnish ACORD 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
- Contract Performance and Administration; Verizon Wholesale Markets; 600
Hidden Ridge; HQEWMNOTICES; Irving, TX 75038. In addition, TCG 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 acceptable to Verizon. Certificates
furnished by TCG or TCG’s agents, representatives, or contractors shall contain
a clause stating: “Verizon New York Inc. shall be notified in writing at least
thirty (30) days prior to cancellation of, or any material change in, the
insurance.” 


          21.4
No Limitation. Each Party is responsible for determining
whether the above minimum insurance coverages are adequate to protect its
interests. The above minimum coverages do not constitute limitations upon
either Party’s liability. 


          21.5
Verizon and TCG agree that each Party may satisfy the requirements
of this Section 21 through self-insurance; provided that, upon request from one
Party to the self-insuring Party, the self-insuring Party shall provide to the
requesting Party a letter of self insurance or other documentation of self
insurance satisfactory to the requesting Party. 


          21.6
Upon request from TCG, Verizon shall provide a
certificate of insurance or other acceptable proof of the foregoing insurance
which shall be sent to: 


	
  

 	
  

 
	
  

 	
 Risk
 Management Department

 295 N. Maple Avenue

 Room 7146K2

 Basking Ridge, NJ 07920-1002 

 
	
  

 	
  

 
	
 22.0 TERM AND TERMINATION; DEFAULT

 



          22.1
This Agreement shall be effective as of the date first
above written and, unless terminated earlier in accordance with the terms
hereof, shall continue in effect until June 23, 2005 (the “Initial Term”), and thereafter the Agreement shall
continue in force and effect on a month-to-month basis unless and until
terminated as provided herein. 


70





          22.2
[Intentionally deleted] 


          22.3
Either TCG or Verizon may terminate this Agreement,
effective upon the expiration of the Initial Term or effective upon any date
after expiration of the Initial Term, by providing written notice of
termination at least ninety (90) days, but not greater than nine (9) months, in
advance of the date of termination. In the event of such termination, if
neither Party has requested renegotiation of a successor interconnection
agreement pursuant to Section 22.4, the service arrangements made available
under this Agreement and existing at the time of termination shall, unless
otherwise agreed to by the Parties, continue without interruption under (a)
standard Interconnection terms and conditions approved and made generally
effective by the Commission, (b) Tariff terms and conditions generally
available to CLECs or (c) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as a new agreement is
entered into, or if no agreement is entered into, until (a) or (b) becomes available.



          22.4
TCG (i) may make, at its option, nine (9) months prior
to the expiration of the Initial Term, or (ii) shall make, at Verizon’s
request, but no earlier than nine (9) month prior to the end of the Initial
Term, a written request to Verizon to renegotiate the terms of this Agreement
pursuant to Section 251(c)(1) of the Act (“Request for Renegotiation”). The date of receipt of such Request for
Renegotiation shall be the “Renegotiation Request Date”. Any such Request for
Renegotiation shall be deemed by
both Parties to be notice of termination of this Agreement and a good faith
request for Interconnection pursuant to Section 252 of the Act (or any
successor provision). The terms and conditions of this Agreement shall remain
in effect during the period of renegotiations; provided, however, if the
Parties do not execute a new interconnection agreement within one hundred and
sixty (160) days after the Renegotiation Request Date, the terms and conditions
of this Agreement shall continue in full force and effect only if TCG files an
arbitration petition pursuant to Section 252(b) of the Act, in which case, this
Agreement shall remain in effect until the Parties execute a successor
agreement. 


                    22.4.1
If either Party defaults in the payment of any amount due hereunder, except for
amounts subject to a bona fide dispute pursuant to Section 28.9 hereof with
respect to which the disputing party has complied with the requirements of
Section 28.9 in its entirety or if either Party materially violates any other
material 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 or suspend the provision of any or all services
hereunder by providing written notice to the defaulting Party. At least
twenty-five (25) days prior to the effective date of such termination or
suspension, the other Party must provide the defaulting Party and the
appropriate federal and/or state regulatory bodies with written notice of its
intention to terminate the Agreement or suspend service if the default is not
cured. Notice shall be posted by overnight mail, return receipt requested. If
the defaulting Party cures the default or violation within the sixty (60) day period,
the other Party shall not terminate the Agreement or suspend service provided
hereunder but shall be entitled to recover all reasonable costs, if any,
incurred by it in connection with the default or violation, 


71






including,
without limitation, costs incurred to prepare for the termination of the
Agreement or the suspension of service provided hereunder. 


                    22.4.2
If a good faith dispute arises between the Parties as to whether the breaching
Party has materially violated a material provision of this Agreement (other
than an obligation to make payment of any amount billed under this Agreement,
in which case, Section 28.9 shall apply) and the dispute resolution process
identified in Section 28.11 applies to the subject matter of such dispute, the
alleged breach or violation shall not constitute cause for termination of this
Agreement or suspension of the provision of services hereunder, if: (a) within
thirty (30) days of the date that the other Party gives the breaching Party
written notice of such alleged breach or violation, the breaching Party gives
the other Party written notice of the dispute, including the basis therefor,
and initiates the process for resolution of disputes identified in Section 28.11;
(b) the breaching Party complies with and completes the process identified in
Section 28.11 for resolution of the dispute; and, (c) within thirty (30) days
after the completion of such process for resolution of the dispute identified
in Section 28.11 (or such longer period as may be agreed to by the Parties or
allowed pursuant to the dispute resolution process), the breaching Party cures
any breach that has been determined in the dispute resolution process to have
occurred, and takes any other action to resolve the dispute agreed upon by the
Parties or as directed in accordance with the dispute resolution process. The
existence of such a dispute shall not relieve the breaching Party of its duty
to otherwise comply with this Agreement and to perform all of its other
obligations under this Agreement.


          22.5
Upon the termination or expiration of this Agreement,
TCG may itself provide or retain another vendor to provide Resold Services,
Network Elements, Combinations or other services comparable to those furnished
under the terms of this Agreement. Verizon agrees to cooperate with TCG and to
use commercially reasonable efforts to effect an orderly and efficient
transition to TCG or TCG’s new vendor.


	
  

 	
  

 
	
 23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

 



          EXCEPT
AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT (OR AS MAY BE PROVIDED UNDER
APPLICABLE LAW), 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 OR OF FITNESS FOR A PARTICULAR PURPOSE.


	
  

 	
  

 
	
 24.0 INDEMNIFICATION

 



          24.1
Each Party (“Indemnifying Party”) shall indemnify,
defend and hold harmless the other Party (“Indemnified Party”) from and against
any and all Losses that arise out of bodily injury to or death of any person,
or damage to, or destruction or loss of, tangible real and/or personal property
of any person, to the extent such injury, death, 


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damage, destruction or loss, was proximately caused by the negligent or otherwise
tortious acts or omissions in connection with this Agreement of the
Indemnifying Party, or the directors, officers, employees, agents, or
contractors (excluding the Indemnified Party), of the Indemnifying Party.


          24.2
Nothing in Section 24.0 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.


          24.3
An Indemnifying Party’s obligation to indemnify,
defend and hold harmless the Indemnified Party as provided in this Section 24.0 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 Indemnifying Party’s
obligations under this Section 24.0. 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.


          e)
The Indemnified Party shall offer the Indemnifying Party all reasonable
cooperation and assistance in the defense of any such action.


          24.4
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.


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          24.5
In addition to the other obligations under this
Section 24.0, each Party shall, to the extent allowed by Applicable Law,
provide in its Tariffs that, except for gross negligence or willful misconduct,
in no case shall such Party or any of its agents, contractors or others
retained by such Party be liable to any Customer or third party for (i) any
loss relating to or arising out of the services, facilities or arrangements
obtained or provided under this Agreement, whether in contract or tort, that
exceeds the amount such Party would have charged the applicable Customer for
the service(s) or function(s) that gave rise to such loss, and (ii)
Consequential Damages.


          24.6
Notwithstanding any other provision of this Agreement,
with respect to Verizon’s provision of Line Sharing to TCG hereunder, each
Party shall release, indemnify, defend and hold harmless the other Party for
any Loss suffered, made, instituted, or asserted by the other Party’s
Customer(s) that arise from disruptions to that Customer’s service or from any
violation of Applicable Law governing the privacy of the Customer’s
communications, and that are proximately caused by the grossly negligent or
willful acts or omissions of the Indemnifying Party in connection with a Line
Sharing arrangement. 


	
  

 	
  

 
	
 25.0 LIMITATION OF LIABILITY

 



          25.1
As used in this
Section 25, “Service Failure” means a failure to comply with a direction to
install, restore or terminate Services under this Agreement, a failure to
provide Services under this Agreement, and failures, mistakes, omissions,
interruptions, delays, errors, defects or the like, occurring in the course of
the provision of any Services under this Agreement.


          25.2
Except as
otherwise stated in Section 25.5, the liability, if any, of a Party, a Party’s
Affiliates, and the directors, officers and employees of a Party and a Party’s
Affiliates, to the other Party, the other Party’s Customers, and to any other
person, for Claims arising out of a Service Failure shall not exceed an amount
equal to the pro rata applicable monthly charge for the Services that are
subject to the Service Failure for the period in which such Service Failure
occurs.


          25.3
Except as
otherwise stated in Section 25.5, a Party, a Party’s Affiliates, and the
directors, officers and employees of a Party and a Party’s Affiliates, shall
not be liable to the other Party, the other Party’s Customers, or to any other
person, in connection with this Agreement (including, but not limited to, in
connection with a Service Failure or any breach, delay or failure in
performance, of this Agreement) for special, indirect, incidental,
consequential, reliance, exemplary, punitive, or like damages, including, but
not limited to, damages for lost revenues, profits or savings, or other
commercial or economic loss, even if the person whose liability is excluded by
this Section has been advised of the possibility of such damages.


          25.4
The limitations
and exclusions of liability stated in Sections 25.1 through 25.3 shall apply
regardless of the form of a claim or action, whether statutory, in contract,
warranty, strict liability, tort (including, but not limited to, negligence of
a Party), or otherwise.


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          25.5
Nothing contained
in Sections 25.1 through 25.4 shall exclude or limit liability:


                    25.5.1
under Sections 24, Indemnification or 28.7,
Taxes.


                    25.5.2
for any obligation to indemnify, defend and/or hold harmless that a Party may
have under this Agreement.


                    25.5.3
for damages arising out of or resulting from bodily injury to or death of any
person, or damage to, or destruction or loss of, tangible real and/or personal
property of any person, or Toxic or Hazardous Substances, to the extent such
damages are otherwise recoverable under Applicable Law; 


                    25.5.4
for a claim for infringement of any patent, copyright, trade name, trade mark,
service mark, or other intellectual property interest;


                    25.5.5
under Section 258 of the Act or any order of FCC or the Commission implementing
Section 258; 


                    25.5.6
under the financial incentive or remedy provisions of any service quality plan
required by the FCC or the Commission; 


                    25.5.7
for bill credit remedies and damages in connection with failure to meet the
carrier-to-carrier service quality standards set forth in Schedule 26.0 to this
Agreement;


                    25.5.8
for remedies, relief or sanctions that are ordered pursuant to Section 28.11
(Dispute Resolution) of this Agreement; 


                    25.5.9
for any liability Verizon may have under Section 5.8.3.1 of this Agreement; or 


                    25.5.10
for a Party’s willful misconduct.


          25.6
In the event that
the liability of a Party, a Party’s Affiliate, or a director, officer or
employee of a Party or a Party’s Affiliate, is limited and/or excluded under
both this Section 25 and a provision of an applicable Tariff, the liability of
the Party or other person shall be limited to the larger of the amounts for
which such Party or other person would be liable under this Section or the
Tariff provision.


          25.7
Each Party shall,
in its Tariffs provide that in no case shall the other Party, the other Party’s
Affiliates, or the directors, officers or employees of the other Party or the
other Party’s Affiliates, be liable to such Customers or other third-persons
for any special, indirect, incidental, consequential, reliance, exemplary,
punitive or other damages, arising out of a Service Failure.


          25.8
For purposes of this Agreement, “Claims” shall mean
any and all claims, demands, suits, actions, settlements, judgments, fines,
penalties, liabilities, injuries, 


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damages,
losses, costs (including, but not limited to court costs), and expenses
(including, but not limited to, reasonable attorney’s fees).


	
  

 	
  

 
	
 26.0 SERVICE QUALITY MEASUREMENT REPORTS, STANDARDS AND REMEDIES

 



          26.1
Verizon shall
provide services, facilities and arrangements under this Agreement in
accordance with the performance standards required by Applicable Law,
including, but not limited to, Section 251(c) of the Act.


                    26.1.1
Schedule 26.0, “Unbundled Network Element Performance Standard Categories and
Remedies” is made a part of this Agreement.


          26.2
To the extent required by Applicable Law, Verizon
shall provide performance measurement reports and remedies payments to TCG in
accordance with the Performance Assurance Plan filed by Verizon with the
Commission pursuant to the Commission’s orders in Case 99-C-0949, Petition
Filed by Bell Atlantic-New York for Approval of a Performance Assurance Plan
and Change Control Assurance Plan, filed in C 97-C-0271 (and
successor proceedings before the Commission), as such Performance Assurance
Plan may be modified from time-to-time. In addition to the foregoing, Verizon
shall comply with its reporting and bill credit requirements set forth in
Schedule 26.0.


	
  

 	
  

 
	
 27.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL

 



          27.1
Each Party shall remain in compliance with all
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
Each Party shall reasonably cooperate with the other
in obtaining and maintaining any required regulatory approvals for which the
Party is responsible in connection with the performance of its obligations
under this Agreement.


          27.3
Each Party covenants and agrees to fully support
approval of this Agreement by the Commission or the FCC under Section 252
of the Act without modification, subject to the rights of the Parties to appeal
or challenge arbitrated provisions or arbitration decisions. The Parties also
reserve the right to seek regulatory relief and otherwise seek redress from
each other regarding performance and implementation of this Agreement. In the
event the Commission, the FCC or any court rejects this Agreement in whole or
in part, the Parties agree to meet and negotiate in good faith to arrive at a
mutually acceptable modification of the rejected portion(s).


          27.4
In the event that any legislative, regulatory,
judicial or other legal action materially affects any material term of this
Agreement or the rights or obligations of either TCG or Verizon hereunder or
the ability of TCG or Verizon to perform any material provision hereof, the Parties
shall renegotiate in good faith such affected 


76





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. Either Party may request such renegotiation by written notice to the
other Party. The Parties shall thereafter renegotiate in good faith such
mutually acceptable new or revised terms as may be required. Unless otherwise
agreed to by the Parties, if, within thirty (30) days of the receipt of the
request for renegotiation, the Parties have not agreed on mutually acceptable
new or revised terms, or if at any time during such 30-day
period the Parties shall have ceased to negotiate such new or revised terms for
a continuous period of fifteen (15) days, either Party may pursue any remedies
available to it under this Agreement, at law, in equity, or otherwise,
including, but not limited to, instituting an appropriate proceeding before the
Commission, the FCC, or a court of competent jurisdiction.


                    27.4.1
During
the pendency of any renegotiation or dispute resolution pursuant to Section
27.4 above, the Parties shall continue to perform their obligations in
accordance with the terms and conditions of this Agreement, unless the
Commission, the Federal Communications Commission, or a court of competent
jurisdiction determines that modifications to this Agreement are required to
bring it into compliance with the Act, in which case the Parties shall perform
their obligations in accordance with such determination or ruling.


          27.5
The Parties understand and agree that this Agreement
will be filed with the Commission. 


	
  

 	
  

 
	
 28.0 MISCELLANEOUS

 



          28.1 Authorization


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


                    28.1.2
TCG represents and warrants that it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York, and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.


          28.2 Independent Contractor


          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.


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          28.3 Force Majeure 


                    28.3.1Neither Party shall be responsible for delays or failures in performance
of any part of this Agreement resulting from acts or occurrences beyond the
reasonable control of such Party, regardless of whether such delays or failures
in performance were foreseen or foreseeable as of the date of this Agreement,
including, without limitation: acts of nature, unusually severe weather
conditions, riot, sabotage, volcano, military authority, 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 government
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 (any of the foregoing, a “Force Majeure Event”). In such
event, the non-performing Party shall, upon giving prompt notice to the other
Party, be excused from such performance on a day-to-day basis to the extent of
such interferences (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 commercially reasonable efforts to avoid or remove the cause(s)
of non-performance (which, in the case of a Force Majeure Event due to a delay
caused by a service or equipment vendor, includes, but is not limited to,
retaining replacement vendor(s)) 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.


                    28.3.2
[Intentionally omitted.]


                    28.3.3 The Parties shall cooperate to limit the
impact of a Force Majeure Event. Such cooperation shall include taking such
actions as agreed in the Joint Grooming Process and providing notification of a
Force Majeure Event, if possible and commercially reasonable.


          28.4 Good
Faith Performance


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


          28.5 Confidentiality



                    28.5.1 Confidential Information means all
information, including but not limited to specifications, microfilm,
photocopies, magnetic disks, magnetic tapes, drawings, sketches, models,
samples, tools, technical information, data, employee 


78





records, maps, financial reports, and market data, furnished or made
available by one Party (the “Disclosing Party”) to the other Party (the
“Receiving Party”): (i) in written, graphic, electromagnetic, or other tangible
form and marked at the time of delivery as “Confidential” or “Proprietary,”
(ii) 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”, or (iii) which
contains Customer specific, facility specific, or usage specific information,
other than Customer information communicated for the purpose of publication or
directory database inclusion (any of the foregoing, “Confidential Information”).
Each Party shall have the right to correct an inadvertent failure to identify
information as Confidential Information pursuant to (i) above by giving written
notification to the Receiving Party within ten (10) days after the information
is disclosed. The Receiving Party shall, from that time forward, treat such
information as Confidential Information. 


                    28.5.2 Verizon shall not use any information
provided by TCG regarding TCG’s customers for any marketing purpose or disclose
such information to anyone in a marketing capacity except to the extent
permitted by Applicable Law. Each Party shall keep all of the other Party’s
Confidential Information confidential in the same manner it holds its own
Confidential Information confidential (which in all cases shall be no less than
in a commercially reasonable manner) and shall use the other Party’s
Confidential Information only for the purpose of performing under this
Agreement. Neither Party shall use the other Party’s Confidential 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 Confidential
Information submits the same to the Commission or courts of competent
jurisdiction, as applicable, under a request for a protective order). The
Receiving Party agrees to restrict disclosure of the Disclosing Party’s
Confidential Information to the directors, officers, agents, contractors, and
employees of the Receiving Party and the Receiving Party’s Affiliates having a
need to know the Confidential Information for the purpose of performing under
this Agreement. If the Receiving Party wishes to disclose the Disclosing
Party’s Confidential Information to a third party agent or contractor, such
agent or contractor shall be required by the Receiving Party to comply with the
provisions of this Section 28.5 in the same manner as the Receiving Party.


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


                              (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 or breach of this
Agreement by the Receiving Party or the Receiving Party’s affiliates, or the
directors, officers, agents, employees, or contractors of the Receiving Party
or the Receiving Party’s affiliates; or


79





                              (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 Confidential 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 any governmental
authority or by Applicable Law, provided that the Receiving Party shall have
made commercially reasonable efforts to give adequate notice of the requirement
prior to the disclosure of the Confidential Information to the Disclosing Party
to enable the Disclosing Party to seek protective orders.


                    28.5.4 In addition to any requirements imposed by
Applicable Law, including, but not limited to, 47 U.S.C. § 222, the Parties
shall maintain in confidence all Confidential Information for a period of three
(3) years from the date of disclosure of such Confidential Information. Each
Party’s obligations to safeguard Confidential Information disclosed prior to
the expiration, cancellation or termination of this Agreement shall survive
such expiration, cancellation or termination.


                    28.5.5 All Confidential Information shall remain
the property of the Disclosing Party. Following the expiration or termination
of this Agreement and upon request by the Disclosing Party, the Receiving Party
shall return or destroy within sixty (60) days of such a request, all
Confidential Information, whether written, graphic, electromagnetic or
otherwise. 


                    28.5.6 Each Party agrees that the Disclosing Party
may be irreparably injured by a breach of this Section 28.5 by the Receiving
Party, the Receiving Party’s Affiliates, or the directors, officers, employees,
agents or contractors of the Receiving Party or the Receiving Party’s
Affiliates, and that the Disclosing Party may be entitled to seek equitable
relief, including injunctive relief and specific performance, in the event of
any breach of the provisions of this Section 28.5. 


                    28.5.7 The provisions of this Section shall not be
construed to be in derogation of, or to constitute a waiver by a Party of, any
right with regard to protection of the confidentiality of information of the
Party or its customers provided by Applicable Law, including but not limited to
47 U.S.C. Section 222 and any FCC Regulations issued pursuant thereto. Each
Party will comply fully with its obligations under Applicable Law (i) to
protect the confidentiality of CPNI, and (ii) to disclose CPNI to the other
Party. 


          28.6 Choice
of Law


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          The
construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the laws of the United States of
America and the laws of the State of New York, except for its conflicts of laws
provisions. 


          28.7 Taxes 


                    28.7.1 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
Party, then (i) the providing Party, as a separately stated item on the
applicable bill, 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.


                    28.7.2 The purchasing Party will provide to the
providing Party notice of its intent to pay taxes based on receipts (“Receipts
Taxes”) on services which it provides to end users which services incorporate,
resell or otherwise utilize services provided by the providing Party under this
agreement. 


                    28.7.3 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”)
of the purchasing Party 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.


                    28.7.4 If the providing Party has not received an
exemption certificate and fails to collect any Tax as required by Subsection
28.7.1, 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.
Notwithstanding this section 28.7, however, the purchasing Party’s liability
for uncollected surcharges intended to allow the providing Party to recover tax
expense associated with a Receipts Tax imposed upon the providing Party shall
not extend beyond the time limitations provided in Section 28.9.2 of this
agreement. If the providing Party, in compliance with Applicable Law, properly
bills the purchasing Party for a Tax but the purchasing Party fails to remit
such Tax to the providing Party as required by Subsection 28.7.1, 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 Subsection 28.7.1 because the purchasing Party has provided such
providing Party with an exemption certificate that is later found to be
inadequate by the applicable 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 


81





any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. Except as provided in Subsection 28.7.6, if the
purchasing Party fails to pay the Receipts Tax which it has given notice of its
intent to pay pursuant to Subsection 28.7.2 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 Subsection
28.7.3, then, as between the providing Party and the purchasing Party, the
purchasing Party shall remain liable for such uncollected Tax and any interest
assessed thereon, as well as any penalty assessed with respect to such
uncollected Tax by the applicable taxing authority. With respect to any Tax that
the purchasing Party has agreed to pay, is responsible for because the
purchasing party received a discount in price on services attributable to
related Tax savings by the providing Party, 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 reasonably cooperate 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.


                    28.7.5 Tax Exemptions and Exemption Certificates.
If Applicable Law exempts a purchase hereunder from a Tax, and if such 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 Subsection 28.7.6. If
Applicable Law exempts, or excludes, 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 of the purchasing Party claiming an exemption or
exclusion, and citing the provision in the Law which allows such exemption or
exclusion, 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.


                    28.7.6 If any discount or portion of a discount in
price provided to the purchasing Party under this Agreement (including, but not
limited to, a wholesale discount provided for in Exhibit A) represents Tax
savings to the providing Party which it was assumed the providing Party would
receive, because it was anticipated that receipts from sales of services (that
would otherwise be subject to a Tax on such receipts) could be excluded from
such Tax under Applicable Law, either because the services would be sold (i)
for resale or (ii) to a Telecommunications Services provider, and the providing
Party is, in fact, required by Applicable Law to pay such Tax on receipts from
sales of 


82





services to the purchasing Party then, as between the providing Party
and the purchasing Party, the purchasing Party shall be liable for, and shall
indemnify and hold harmless the providing Party against (on an after tax basis),
any such Tax and any interest and/or penalty assessed by the applicable taxing
authority on either the purchasing Party or the providing Party with respect to
the Tax on the providing Party’s receipts.


                    28.7.7 All notices, affidavits,
exemption-certificates or other communications required or permitted to be
given by either Party to the other, for purposes of this Subsection 28.7, 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 Subsection 28.12 as
well as to the following:


	
  

 	
  

 	
  

 
	
  

 	
 To Verizon:

 
	
  

 	
  

 	
 Tax Administration

 
	
  

 	
  

 	
 Verizon Communications

 
	
  

 	
  

 	
 1095 Avenue of the Americas

 
	
  

 	
  

 	
 Room 3109

 
	
  

 	
  

 	
 New York, NY 10036

 
	
  

 	
  

 	
  

 
	
  

 	
 To TCG: 

 
	
  

 	
  

 	
 Tax Vice-President

 
	
  

 	
  

 	
 State and Local Taxes

 
	
  

 	
  

 	
 TCG 

 
	
  

 	
  

 	
 Room S284

 
	
  

 	
  

 	
 412 Mt. Kemble Avenue

 
	
  

 	
  

 	
 Morristown, New Jersey 07960

 



          Either
Party may from time to time designate another address or other addressees by
giving notice is accordance with the terms of this Subsection 28.7. Any notice
or other communication shall be deemed to be given when received.


          28.8
Assignment and Delegation 


                    28.8.1 Neither Party may assign this Agreement or
any of its rights or interests hereunder, nor delegate any of its obligations
under this Agreement, to a third party without the prior written consent of the
other Party, which consent will not be unreasonably withheld; 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 or TCG, as applicable. Any assignment
or delegation in violation of this subsection 28.8 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. 


83





          28.9 Billing
and Payment; Disputed Amounts


                    28.9.1 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
rendered hereunder. Payment of billed amounts under this Agreement, whether
billed on a monthly basis or as otherwise provided herein, shall be due, in
immediately available U.S. funds, within thirty (30) days of the date of such
statement unless the billed Party is able to establish that the bill was not
timely received (i.e., at least twenty (20) days prior to the payment date) in
which case the payment date shall be twenty (20) calendar days from the receipt
of the bill. If such payment date would cause payment to be due on a Saturday,
Sunday or Legal Holiday, payment for such bills will be due from the billed
Party as follows: (i) if such payment date falls on a Sunday or on a Legal
Holiday which is observed on a Monday, the payment date shall be the first
non-Holiday day following such Sunday or Legal Holiday; (ii) if such payment
date falls on a Saturday or on a Legal Holiday which is observed on Tuesday,
Wednesday, Thursday or Friday, the payment date shall be the last non-Holiday
day preceding such Saturday or Legal Holiday. For purposes of this section, a
“Legal Holiday” is defined as a day other than Saturday or Sunday on which
Verizon is normally closed. 


                    28.9.2 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 Party under this Agreement, and, except for assertion of a
provision of Applicable Law that limits the period in which a suit or other
proceeding can be brought before a court or other governmental entity of
appropriate jurisdiction to collect amounts due, the billed Party shall not be
entitled to dispute the billing Party’s statement(s) based on the billing
Party’s failure to submit them in a timely fashion. Upon request by either
Party, the Parties shall participate in good faith negotiations to establish
bill closure procedures unless, at the time of such request, an industry forum
has been established to address such requested bill closure, in which event
each of the Parties shall participate in such forum. 


                    28.9.3 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
sixty (60) days of its receipt of the invoice containing such disputed amount
give notice to the Billing Party of the amounts it disputes (“Disputed Amount”)
and include in such notice the specific details and reasons for disputing each
item. Subject to Section 28.9.3.1 below, 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. Nothing herein shall limit the time under
Applicable Law within which either Party may dispute any bill, it being
understood that payment of any amounts under this Section, unless otherwise
indicated, does not constitute a waiver of either Party’s rights under
Applicable Law to contest its obligation to pay any amounts allegedly owed
under this Agreement. 


84





                              28.9.3.1 The Non-Paying Party shall not be required
to place a Disputed Amount in escrow, as required by Section 28.9.3 above, if
the Non-Paying Party: (a) does not have a proven history of late payments; and
(b) has established a minimum of twelve (12) consecutive months good credit
history with the Billing Party (prior to the date it notifies the Billing Party
of its current billing dispute) (including without limitation and for the
avoidance of any doubt, that the Non-Paying Party has not failed to pay any
amounts during such twelve (12) month period that were not the subject of a
bona fide dispute). 


                    28.9.4 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
Amount, each of the Parties shall appoint a designated representative that has
authority to settle the dispute and that 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.


                    28.9.5 If the Parties are unable to resolve issues
related to the Disputed Amount within forty-five (45) days after the Parties’
appointment of designated representatives pursuant to Subsection 28.9.4, 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 Section 28.9.4, then
either Party may pursue dispute resolution pursuant to Section 28.11. 


                    28.9.6 The Parties agree that all negotiations
pursuant to this Subsection 28.9 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.


                    28.9.7 Charges which are not paid by the payment
date as set forth in Section 28.9.1 above, 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 (1 1/2%)
of the overdue amount (including any unpaid previously billed late payment
charges) per month. If the Non-Paying Party disputes charges in accordance with
this Section 28.9, and the dispute is finally resolved in favor of such Party,
the Billing Party shall credit the account of the Non-Paying Party for the
subject amount (including any applicable late payment charges assessed thereon)
finally adjudged in its favor and, if the Non-Paying Party in any case paid to
the Billing Party some or all of such subject amount (including any applicable
late payment charges assessed thereon) finally adjudged in its favor, the Billing
Party shall refund such amount to the Non-Paying Party.


          28.10 Audits


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


                    28.10.2 The audit shall be performed by the Auditing
Party, at its sole option, either with or without independent certified public
accountants (“Accountants “) selected and paid by the Auditing Party. If the
Auditing Party chooses to use Accountants, they shall be reasonably acceptable
to the Audited Party. Prior to commencing the audit, the Accountants shall
execute an agreement with the Audited Party in a form reasonably acceptable to
the Audited Party that protects the confidentiality of the information disclosed
by the Audited Party to the Accountants. The audit shall take place at a time
and place agreed upon by the Parties; provided, that the Auditing Party may
require that the audit commence no later than sixty (60) days after the
Auditing Party has given notice of the audit to the Audited Party.


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


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


          28.11
Dispute Resolution


                    28.11.1
General


                    1. Purpose This Section is intended to
provide for the expeditious resolution of all disputes between Verizon and TCG
arising under this Agreement as well as any disputes that are deemed to have
arisen under the interconnection agreement between the Parties that this
Agreement supercedes, and to do so in a manner that permits uninterrupted high
quality services to be furnished to each Party’s Customers.


                    2. Exclusive Remedy


                    
(a) Dispute resolution under the procedures provided in this Section 28.11
shall be the exclusive remedy for all disputes between Verizon and TCG arising
out of this Agreement or its breach. Verizon and TCG agree not to resort to any
court, agency, or private group with respect to such disputes except in
accordance with this Section 28.11.


86






                    (b)
If, for any reason, certain claims or disputes are deemed to be non-arbitrable,
the non-arbitrability of those claims or disputes shall in no way affect the
arbitrability of any other claims or disputes. 


                    (c)
Nothing in this Section 28.11 shall limit the right of either Verizon or TCG to
obtain provisional remedies (including injunctive relief) from a court before,
during or after the pendency of any arbitration proceeding brought pursuant to
this Section 28.11. However, once a decision is reached by the Arbitrator, such
decision shall supersede any provisional remedy. 


                    (d)
If, for any reason, the Commission or any other federal or state regulatory
agency exercises jurisdiction over and decides any dispute related to this
Agreement and, as a result, a claim is adjudicated in both an agency proceeding
and an arbitration proceeding under this Section 28.11, the following
provisions shall apply: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 i) 

 	
 The agency
 ruling shall be binding upon the Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ii)

 	
 If an agency
 ruling does not cover all the issues raised in an arbitration proceeding
 under this Section 28.11, the arbitration rulings rendered pursuant to this
 Section 28.11 shall: (a) be binding upon the Parties for purposes of
 establishing their respective contractual rights and obligations under this
 Agreement and (b) survive, in each case to the extent they can be reconciled
 with the agency decision. Disputes over whether an arbitration decision can
 be reconciled with an agency decision shall be subject to this Section 28.11.
 

 



                    3.
Public Service Commission. 


                    (a)
In the event of a dispute between Verizon and TCG arising under this Agreement,
if both Parties agree, the dispute may be submitted for resolution to the
Commission. The Commission may determine that it will not exercise its
jurisdiction. 


                    (b)
If a Party does not agree to submit a dispute to the Commission, it must inform
the other Party within five days of the other Party’s request to submit the
dispute to the Commission. 


                    (c)
In the event both Parties do not agree to present the dispute to the
Commission, or in the event the Parties agree to submit the dispute to the
Commission, but the Commission determines not to exercise its jurisdiction at
that time, then the provisions described herein shall apply. 


87





                    4.
Informal Resolution of Disputes. 


                    (a)
Prior to initiating an arbitration pursuant to the American Arbitration
Association (“AAA”) rules for commercial disputes, as described below, the
Parties to this Agreement shall submit any dispute between Verizon and TCG for
resolution to an Inter-Company Review Board consisting of one representative
each from TCG and Verizon at the vice-president-or-above level (or at such
lower level as the Parties agree to designate). 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 i)

 	
 Each Party
 must designate its initial representative to the Inter-Company Review Board
 within fifteen days of the Effective Date of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ii)

 	
 A
 representative shall be entitled to appoint a delegate to act in his or her
 place as a Party’s representative on the Inter-Company Review Board for any
 specific dispute brought before the Board. 

 



                    (b)
From time to time the Parties may also agree to other informal resolution
processes for specific circumstances. 


                    (c)
The Parties may enter into a settlement of any dispute at any time. The
settlement agreement shall be in writing, and shall identify how the
Arbitrator’s fee for the particular proceeding, if any, will be apportioned. 


                    (d)
By mutual agreement, the Parties may agree to submit a dispute to mediation
prior to initiating arbitration. 


                    (e)
At no time, for any purposes, may a Party introduce into evidence or inform the
Arbitrator of any statement or other action of a Party said or done during any
meeting, mediation or negotiation sessions between the Parties pursuant to
subsection 4(a) of this Section 28.11.1 without each Party’s consent. 


                    5.
Initiation of an Arbitration. 


                    (a)
If the Inter-Company Review Board is unable to resolve a non-service affecting
dispute within thirty days (or such longer period as agreed to in writing by
the Parties) of such submission, the Parties shall initiate an arbitration in
accordance with the AAA rules for commercial disputes. Any dispute over a
matter which directly affects the ability of a Party to continue providing high
quality services to its Customers, i.e.,
a service-affecting dispute, will be governed by the procedures described in
Section 28.11.2 hereof. In the event the Parties, in good faith, do not agree
that a service-affecting dispute exists, the dispute will be assumed to be a
service-affecting dispute. 


88





                    (b)
In the event the Parties initiate an arbitration, the Parties must notify the
Secretary to the Commission of the arbitration proceeding within 48 hours of
the determination to arbitrate. 


                    6.
Governing Rules for Arbitration. Unless the Parties otherwise agree, the
rules set forth below and the rules of the AAA shall govern all arbitration
proceedings initiated pursuant to this Section 28.11; however, such arbitration
proceedings shall not be conducted under the auspices of the AAA unless the
Parties mutually agree. This restriction does not affect the rights of any
Party to request an Arbitrator from the AAA, pursuant to subsection
28.11.1.7(d) below. Where any of the rules set forth herein conflict with the
rules of the AAA, the rules set forth in this Section 28.11 shall prevail. 


                    7.
Appointment and Removal of Arbitrator. 


                    (a)
Unless otherwise mutually agreed upon by the Parties, the standard rules for
selecting an arbitrator set forth in the Commercial Arbitration Rules of the
AAA shall be followed by the Parties for each dispute subject to arbitration
under this Section 28.11. 


                    (b)
The Parties may, by mutual written agreement, remove an Arbitrator at any time,
and shall provide prompt written notice of removal to such Arbitrator.
Notwithstanding the foregoing, any Arbitrator may be removed unilaterally at
any time by either Party as permitted in the rules of the AAA. 


                    (c)
In the event that an Arbitrator resigns, is removed pursuant to subsection 7(b)
of this Section, or becomes unable to discharge his or her duties, the Parties
shall, by mutual written agreement, appoint a replacement Arbitrator within
thirty days after such resignation, removal, or inability, unless a different
time period is mutually agreed upon in writing by the Parties or is required by
AAA rules. Any matters pending before the Arbitrator at the time he or she
resigns, is removed, or becomes unable to discharge his or her duties, will be
assigned to the replacement Arbitrator as soon as the replacement Arbitrator is
appointed. 


                    (d)
In the event that the Parties do not appoint an Arbitrator as set forth in this
Section 28.11.1, or a replacement Arbitrator within the time limit set forth in
subsection 28.11.1.7(c), either Party may apply to the AAA for appointment of
an Arbitrator. Prior to filing an application with the AAA, the Party filing such
application shall provide fifteen days prior written notice to the other Party
to this Agreement. 


89





                    8.
Duties and Powers of the Arbitrator. 


                    (a)
The Arbitrator shall receive complaints and other permitted pleadings, oversee
discovery, administer oaths and subpoena witnesses pursuant to the United
States Arbitration Act, hold hearings, issue decisions, and maintain a record
of proceedings. The Arbitrator shall have the power to award any remedy or
relief that a court with jurisdiction over this Agreement could order or grant,
including, without limitation, the awarding of damages, pre-judgment interest,
specific performance of any obligation created under the Agreement, issuance of
an injunction, or imposition of sanctions for abuse or frustration of the
arbitration process except as limited by Section 25 of this Agreement. 


                    (b)
The Arbitrator shall not have the authority to limit, expand, or otherwise
modify the terms of this Agreement. 


                    9.
Discovery. Verizon and TCG shall attempt, in good faith, to agree on a
plan for document and information discovery. Should they fail to agree, either
Verizon or TCG may request a joint meeting or conference call with the
Arbitrator. The Arbitrator shall resolve any disputes between Verizon and TCG,
and such resolution with respect to the scope, manner, and timing of discovery
shall be final and binding. 


                    10.
Privileges. The Arbitrator shall, in all cases, apply the attorney-client
privilege and the work product immunity. 


                    11.
Location of Hearing. Unless both Parties agree otherwise, any hearings
shall take place in New York City, New York. 


                    12.
Decision


                    (a)
The Arbitrator’s decision and award shall be in writing. 


                    (b)
Within thirty days of the decision and award, the Arbitrator’s decision must be
submitted to the Commission for review. Each Party must also submit its
position on the award and statement as to whether the Party agrees to be bound
by it or seeks to challenge it. 


                    (c)
The Commission will determine whether or not to review the dispute within
fifteen days of the date of receipt of the decision submitted for review. If
the Commission does not exercise its jurisdiction within fifteen days of
receipt, the Arbitrator’s decision and award shall be final and binding on the
Parties, except as provided below. Judgment upon the award rendered by the
Arbitrator may be entered in any court having 


90





jurisdiction
thereof. Either Party may apply to the United States District Court for the
district in which the hearing occurred for an order enforcing the decision. 


                    (d)
A decision of the Arbitrator shall not be final in the event the dispute
concerns the misappropriation or use of intellectual property rights of a
Party, including, but not limited to, the use of the trademark, tradename,
trade dress or service mark of a Party, and the decision and award is appealed
by a Party to a federal or state court with jurisdiction over the dispute. 


                    (e)
Each Party agrees that any permitted appeal must be commenced within thirty
days after the Arbitrator’s decision in the arbitration proceeding becomes
final and binding. 


                    (f)
In the event an agency or court agrees to hear the matter on appeal, a Party
may request a stay of the effect of the Arbitrator’s decision; absent such a
stay, it must comply with the results of the arbitration process during the
appeal process. 


                    13.
Fees


                    (a)
The Arbitrator’s fees and expenses that are directly related to a particular
proceeding dispute shall be paid by the losing Party. In cases where the
Arbitrator determines that neither Party has, in some material respect,
completely prevailed or lost in a proceeding, the Arbitrator shall, in his or
her discretion, apportion fees and expenses to reflect the relative success of
each Party. Those fees and expenses not directly related to a particular
proceeding dispute shall be shared equally. In accordance with subsection 4(c)
of this Section 28.11.1, in the event that the Parties settle a dispute before
the Arbitrator reaches a decision with respect to that dispute, the Settlement
Agreement must specify how the Arbitrator’s fees for the particular proceeding
will be apportioned. 


                    (b)
In an action to enforce a decision of the Arbitrator, the prevailing Party
shall be entitled to its reasonable attorneys’ fees, expert fees, costs, and
expenses without regard to the local rules of the district in which the suit is
brought. 


                    14.
Confidentiality


                    (a)
Verizon, TCG, and the Arbitrator will treat the arbitration proceedings,
including the hearings and conferences, discovery, or other related events, as
confidential, except as necessary in connection with a judicial challenge to,
or enforcement of, an award, or unless otherwise required by an order or lawful
process of a court or governmental body. 


91






                    (b)
In order to maintain the privacy of all arbitration conferences and hearings,
the Arbitrator shall have the power to require the exclusion of any person,
other than a Party, counsel thereto, or other essential persons. 


                    (c)
To the extent that any information or materials disclosed in the course of an
arbitration proceeding contain proprietary, trade secret or confidential
information of either Party, it shall be safeguarded in accordance with an
appropriate agreement for the protection of proprietary, trade secret or
confidential information that the Parties agree to negotiate. However, nothing
in such negotiated agreement shall be construed to prevent either Party from
disclosing the other Party’s information to the Arbitrator in connection with
or in anticipation of an arbitration proceeding. In addition, the Arbitrator
may issue orders to protect the confidentiality of proprietary information,
trade secrets, or other sensitive information in the event the Parties cannot
agree upon an agreement to govern the handling of such information. 


                    15. Service
of Process 


                    (a)
Service may be made by submitting one copy of all pleadings and attachments and
any other documents requiring service to each Party and one copy to the
Arbitrator. Service shall be deemed made (i) upon receipt if delivered by hand;
(ii) after three business days if sent by first class certified U.S. mail;
(iii) the next business day if sent by overnight courier service; (iv) upon
confirmed receipt if transmitted by facsimile. If service is by facsimile, a
copy shall be sent the same day by hand delivery, first class U.S. mail, or
overnight courier service. 


                    (b)
Service by TCG to Verizon and by Verizon to TCG at the address designated for
delivery of notices in this Agreement shall be deemed to be service to Verizon
or TCG, respectively. 


                    (c)
The Parties shall notify each other within three days of the Effective Date of
the initial address for service of documents pursuant to this Section. 


          28.11.2 Expedited Procedure for Resolution of Service-Affecting Disputes


          1. Purpose.
This Section 28.11.2 describes the procedures for an expedited resolution of
disputes between Verizon and TCG arising under this Agreement which directly
affect the ability of a Party to provide uninterrupted, high quality services
to its Customers, and which cannot be resolved using the procedures for
informal resolution of disputes contained in Section 28.11.1. 


          2. Initiation
of the Expedited Dispute Resolution Process. If the Inter-Company Review
Board is unable to resolve a service-affecting dispute within two business days
(or such longer period as agreed to in writing by the Parties) of submission 


92





to it of the
dispute, and the Parties have not otherwise entered into a settlement of their
dispute, a Party may utilize the Commission’s Expedited Dispute Resolution
(“EDR”) process as it is described in Case 99-C-1529, Notice Regarding
Expedited Dispute Resolution (issued November 18, 1999). Invocation of the EDR
process by either Party requires the other Party to participate in good faith.
Use of the EDR process shall be limited to service-affecting disputes as
defined in Section 28.11.2(1) above. However, nothing in this section precludes
either Party from submitting related disputes, including claims for monetary
damages, to arbitration in accordance with the general procedures described in
Section 28.11.1 rather than through EDR. 


          28.12
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 (with a follow up copy promptly sent by first class mail)
to the following addresses of the Parties: 


                    To
TCG: 


                              Teleport
Communications Group Inc.

                              3033
Chain Bridge Road, Suite D325

                              Oakton,
VA 22185

                              Attn:
Regional Vice President

                              Facsimile:
(703) 277-7902 


                    with
a copy to: 


                              Teleport
Communications Group Inc.

                              32
Avenue of the Americas

                              New
York, N.Y. 10013

                              Attn:
Regional V.P. – Law and Government Affairs

                              Facsimile:
(212) 387-6441 


                    To
Verizon: 


                              Director
- Contract Performance & Administration

                              Verizon
Wholesale Markets

                              600
Hidden Ridge

                              HQEWMNOTICES

                              Irving,
TX 75038

                              Facsimile:
972/719-1519

                              Telephone
Number: 972-718-5988 


                    with
a copy to: 


                              Vice
President & Associate General Counsel 


93





                              Verizon
Wholesale Markets

                              1515
North Court House Road

                              Suite
500

                              Arlington,
VA 22201

                              Facsimile:
703-351-3664 


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. 


          28.13
252(i) Obligations 


                    28.13.1
To the extent required by Applicable Law, each Party shall comply with Section
252(i) of the Act and Appendix D, Sections 30 through 32, of the Merger Order
(“Merger Order MFN Provisions”). 


                    28.13.2
If TCG wishes to exercise any rights it may have under Section 252(i), TCG
shall provide written notice thereof to Verizon. Upon Verizon’s receipt of said
notice, in accordance with Section 252(i), the Parties shall promptly amend
this Agreement in writing (“252 Amendment”) to appropriately reflect the
Interconnection, services, and Network Elements, that TCG has elected to adopt
pursuant to Section 252(i), provided that TCG has a right under Section 252(i)
to make such adoption as of the date of Verizon’s receipt of said notice;
provided further that, unless otherwise mutually agreed to by the Parties, the
252 Amendment shall be effective as of the date of Verizon’s receipt of effective
notice thereof. 


                    28.13.3
If TCG wishes to exercise any rights it may have under the Merger Order MFN
Provisions, TCG shall provide written notice thereof to Verizon. Upon Verizon’s
receipt of said notice, in accordance with the Merger Order MFN Provisions, the
Parties shall promptly amend this Agreement in writing (“Merger Amendment”) to
appropriately reflect the interconnection arrangements or unbundled Network
Elements, that TCG has elected to adopt pursuant to the Merger Order MFN
Provisions, provided that TCG has a right under the Merger Order MFN Provisions
to make such adoption as of the date of Verizon’s receipt of said notice;
provided further that, unless otherwise mutually agreed to by the Parties, the
Merger Amendment shall be effective as of the date of Verizon’s receipt of
effective notice thereof. 


          28.14
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. 


          28.15
No Third Party Beneficiaries; Disclaimer of Agency 


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


          28.16
No Licenses 


                              28.16.1
Except as may be required by Applicable Law, nothing in this Agreement shall be
construed as the grant of a license, either express or implied, with respect to
any patent, copyright, trade name, trade mark, service mark, trade secret, or
any other proprietary interest or intellectual property, now or hereafter
owned, controlled or licensable by either Party. Except as may be required by
Applicable Law, 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. 


                              28.16.2
Except as stated in Section 28.16.4 and/or as otherwise may be required by
Applicable Law, 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, 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. 


                              28.16.3
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. 


                              28.16.4
TCG acknowledges that services and facilities to be provided by Verizon
hereunder may use or incorporate products, services or information 


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proprietary to
third party vendors and may be subject to third party intellectual property
rights. In the event that proprietary rights restrictions in agreements with
such third party vendors (1) do not permit Verizon to provide to TCG, without
additional actions or costs, particular unbundled Network Element(s) otherwise
required to be made available to TCG under this Agreement, or (2) limit
(without additional actions or costs) TCG’s co-extensive use of such rights in
connection with such particular unbundled Network Elements, then, as may be
required by Applicable Law: 


                    a)
Verizon agrees to notify TCG, directly or through a third party, of such
restrictions that extend beyond restrictions otherwise imposed under this
Agreement or applicable Tariff restrictions; and 


                    b)
Verizon shall use its best efforts, as commercially practical, to procure
rights or licenses to allow Verizon to provide to TCG the particular unbundled
Network Element(s), on terms comparable to terms provided to Verizon, directly
or on behalf of TCG (“Additional Rights/Licenses”). Costs associated with the
procurement of Additional Rights/Licenses shall be recovered as agreed by the
Parties and, absent such agreement, pursuant to the Dispute Resolution
procedures set forth in Section 28.11 of this Agreement; and 


                    c)
If, pursuant to Section 28.16.4(b), Verizon is unsuccessful in its attempt to
procure Additional Rights/Licenses, then Verizon shall provide prompt written
notification to TCG of such results. Such notification shall: (1) identify the
specific facilities or equipment (including software) that Verizon is unable to
provide pursuant to the license, as well as identify any and all related
facilities or equipment affected by the lack of Additional Rights/Licenses; (2)
identify the extent to which Verizon asserts TCG’s use has exceeded the scope
of the license; and (3) identify the specific circumstances that prevented
Verizon from obtaining the Additional Rights/Licenses. 


          28.17
Technology Upgrades 


          Notwithstanding
any other provision of this Agreement, except as may be prohibited or
conditioned under Applicable Law, each Party shall have the right to deploy,
upgrade, migrate and maintain its network at its discretion, including without
limitation through the incorporation of new equipment and/or new software. For
the avoidance of any doubt, Verizon’s obligations with respect to OSS under the
Change Management Process are not implicated in this Section and accordingly
are unaffected by this Section. 


          28.18
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
Confidential or Proprietary Information) shall survive the termination or
expiration of this Agreement. 


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          28.19
Entire Agreement 


          The
terms contained in this Agreement and any Schedules, Exhibits, tariffs and
other documents or instruments referred to herein, which are incorporated into
this Agreement by this reference, constitute the entire agreement between the
Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written. Neither
Party shall be bound by any preprinted terms additional to or different from
those in this Agreement that relate to the subject matter of this Agreement
that may appear subsequently in the other Party’s form documents, purchase
orders, quotations, acknowledgments, invoices or other communications unless
the document otherwise comports with Section 28.21. 


          28.20
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. 


          28.21
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. 


          28.22
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. 


          28.23
Publicity and Use of Trademarks or Service Marks 


          Neither
Party nor its subcontractors or agents shall use the other Party’s trademarks,
service marks, logos or other proprietary trade dress in any advertising, press
releases, publicity matters or other promotional materials without such Party’s
prior written consent; provided, however, that nothing herein shall be deemed
to preclude either Party from engaging in lawful comparative advertising. 


          28.24
Severability 


          If
any provision of this Agreement shall be invalid or unenforceable under
Applicable Law, such invalidity or unenforceability shall not invalidate or
render unenforceable any other provision of this Agreement, and this Agreement
shall be construed as if it did not contain such invalid or unenforceable
provision; provided, that if the invalid or unenforceable provision is a material
provision of this Agreement, or the invalidity or unenforceability materially
affects the rights or obligations of a Party 


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hereunder or
the ability of a Party to perform any material provision of this Agreement, the
Parties shall promptly renegotiate in good faith and amend in writing this
Agreement in order to make such mutually acceptable revisions to this Agreement
as may be required in order to conform the Agreement to Applicable Law. 


          28.25
Subcontracting 


          If
any obligation under this Agreement is performed through a subcontractor, the
subcontracting Party shall remain fully responsible for the performance of this
Agreement in accordance with its terms, including any obligations it performs
through the subcontractor. The subcontracting Party shall be solely responsible
for payments due its subcontractors. Except as may be specifically set forth in
this Agreement, no subcontractor shall be deemed a third party beneficiary for
any purposes under this Agreement. 


          28.26
[Intentionally deleted] 


          28.27
CLEC Certification 


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


          28.28
Nonexclusive Remedies 


          Except
as otherwise expressly provided in this Agreement, each of the remedies
provided under this Agreement is cumulative and is in addition to any remedies
that may be available at law or in equity. 


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          IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be executed as of the
date first written above. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TELEPORT
 COMMUNICATIONS GROUP INC.

 	
 VERIZON NEW
 YORK INC.

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
           /s/
 Bruce W. Cooper

 	
  

 	
 By:

 	
           /s/
 Jeffrey Masoner

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

 	
  Bruce W.
 Cooper

 	
  

 	
 Printed:

 	
  Jeffrey
 Masoner 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
 Regional
 Vice President

 	
  

 	
 Title: 

 	
 Vice
 President,
Wholesale Markets

 


99