Agreement.doc - Maryland Public Service Commission

AMENDED, EXTENDED AND RESTATED AGREEMENT by and between DSLNET COMMUNICATIONS, LLC and VERIZON MARYLAND INC. FOR THE STATE OF MARYLAND TABLE OF CONTENTS AMENDED, EXTENDED AND RESTATED AGREEMENT 1 1. The Agreement 1 2. Term and Termination 2 3. Glossary and Attachments 2 4. Applicable Law 2 5. Assignment 3 6. Assurance of Payment 4 7. Audits 5 8. Authorization 5 9. Billing and Payment; Disputed Amounts 6 10. Confidentiality 6 11. Counterparts 8 12. Default 8 13. Discontinuance of Service by DSLnet 9 14. Dispute Resolution 9 15. Force Majeure 9 16. Forecasts 10 17. Fraud 10 18. Good Faith Performance 10 19. Headings 11 20. Indemnification 11 21. Insurance 12 22. Intellectual Property 13 23. Joint Work Product 14 24. Law Enforcement 14 25. Liability 15 26. Network Management 16 27. Non-Exclusive Remedies 17 28. Notice of Network Changes 17 29. Notices 17 30. Ordering and Maintenance 18 31. Performance Standards 18 32. Point of Contact for DSLnet Customers 18 33. Predecessor Agreements 19 34. Publicity and Use of Trademarks or Service Marks 19 35. References 20 36. Relationship of the Parties 20 37. Reservation of Rights 20 38. Subcontractors 21 39. Successors and Assigns 21 40. Survival 21 41. Taxes 21 42. Technology Upgrades 23 43. Territory 24 44. Third Party Beneficiaries 24 45. 251 and 271 Requirements 24 46. 252(i) Obligations 24 47. Use of Service 24 48. Waiver 24 49. Warranties 25 50. Withdrawal of Services 25 SIGNATURE PAGE 26 GLOSSARY 27 1. General Rule 27 2. Definitions 27 ADDITIONAL SERVICES ATTACHMENT 41 1. Alternate Billed Calls 41 2. Dialing Parity - Section 251(b)(3) 41 3. Directory Assistance (DA) and Operator Services (OS) 41 4. Directory Listing and Directory Distribution 41 5. Voice Information Service Traffic 43 6. Intercept and Referral Announcements 44 7. Originating Line Number Screening (OLNS) 44 8. Operations Support Systems (OSS) Services 45 9. Poles, Ducts, Conduits and Rights-of-Way 51 10. Telephone Numbers 51 11. Routing for Operator Services and Directory Assistance Traffic 52 12. Good Faith Performance 52 INTERCONNECTION ATTACHMENT 53 1. General 53 2. Points of Interconnection and Trunk Types 53 3. Alternative Interconnection Arrangements 57 4. Initiating Interconnection 57 5. Transmission and Routing of Telephone Exchange Service Traffic 58 6. Traffic Measurement and Billing over Interconnection Trunks 59 7. Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of
the Act 60 8. Other Types of Traffic 62 9. Transmission and Routing of Exchange Access Traffic 62 10. Meet-Point Billing Arrangements 63 11. Toll Free Service Access Code (e.g., 800/888/877) Traffic 66 12. Tandem Transit Traffic 67 13. Number Resources, Rate Center Areas and Routing Points 68 14. Joint Network Implementation and Grooming Process; and Installation,
Maintenance, Testing and Repair 69 15. Number Portability - Section 251(B)(2) 71 16. Good Faith Performance 74 RESALE ATTACHMENT 75 1. General 75 2. Use of Verizon Telecommunications Services 75 3. Availability of Verizon Telecommunications Services 76 4. Responsibility for Charges 76 5. Operations Matters 76 6. Rates and Charges 77 7. Good Faith Performance 77 NETWORK ELEMENTS ATTACHMENT 78 1. General 78 2. Verizon's Provision of Network Elements 79 3. Loop Transmission Types 79 4. Line Sharing 88 5. Line Splitting 95 6. Sub-Loop 95 7. Inside Wire 100 8. Dark Fiber 100 9. Network Interface Device 106 10. Unbundled Switching Elements 108 11. Unbundled Interoffice Facilities 109 12. Signaling Networks and Call-Related Databases 109 13. Operations Support Systems 111 14. Availability of Other Network Elements on an Unbundled Basis 111 15. Maintenance of Network Elements 112 16. Combinations 113 17. Rates and Charges 113 18. Good Faith Performance 113 COLLOCATION ATTACHMENT 114 1. Verizon's Provision of Collocation 114 911 ATTACHMENT 115 1. 911/E-911 Arrangements 115 2. Electronic Interface 115 3. 911 Interconnection 116 4. 911 Facilities 116 5. Local Number Portability for use with 911 116 6. PSAP Coordination 116 7. 911 Compensation 116 8. 911 Rules and Regulations 116 9. Good Faith Performance 117 PRICING ATTACHMENT 118 1. General 118 2. Verizon Telecommunications Services Provided to DSLnet for Resale
Pursuant to the Resale Attachment 118 3. DSLnet Prices 120 4. Section 271 120 5. Regulatory Review of Prices 121 APPENDIX A TO THE PRICING ATTACHMENT 122 AMENDED, EXTENDED AND RESTATED AGREEMENT PREFACE This Amended, Extended and Restated Agreement ("Agreement") shall be deemed
effective upon Commission approval pursuant to Section 252 of the Act (the
"Effective Date"), between DSLnet Communications, LLC ("DSLnet"), a Limited
Liability Company organized under the laws of the State of Delaware, with
offices at 545 Long Wharf Drive, 5th Floor, New Haven, CT 06511 and
Verizon Maryland Inc. ("Verizon"), a corporation organized under the laws
of the State of Maryland with offices at 1 East Pratt Street, Baltimore, MD
21202 (Verizon and DSLnet may be referred to hereinafter, each,
individually as a "Party", and, collectively, as the "Parties"). GENERAL TERMS AND CONDITIONS In consideration of the mutual promises contained in this Agreement, and
intending to be legally bound, pursuant to Section 252 of the Act, Verizon
and DSLnet hereby agree as follows:
The Agreement
1 This Agreement includes: (a) the Principal Document; (b) the Tariffs of
each Party applicable to the Services that are offered for sale
by it in the Principal Document (which Tariffs are incorporated
into and made a part of this Agreement by reference); and, (c)
an Order by a Party that has been accepted by the other Party.
2 Except as otherwise expressly provided in the Principal Document
(including, but not limited to, the Pricing Attachment),
conflicts among provisions in the Principal Document, Tariffs,
and an Order by a Party that has been accepted by the other
Party, shall be resolved in accordance with the following order
of precedence, where the document identified in subsection "(a)"
shall have the highest precedence: (a) the Principal Document;
(b) the Tariffs; and, (c) an Order by a Party that has been
accepted by the other Party. The fact that a provision appears
in the Principal Document but not in a Tariff, or in a Tariff
but not in the Principal Document, shall not be interpreted as,
or deemed grounds for finding, a conflict for the purposes of
this Section 1.2.
3 This Agreement constitutes the entire agreement between the Parties on
the subject matter hereof, and supersedes any prior or
contemporaneous agreement, understanding, or representation, on
the subject matter hereof, provided, however, notwithstanding
any other provision of this Agreement or otherwise, this
Agreement is an amendment, extension and restatement of the
Parties' prior interconnection and resale agreement(s), if any,
and, as such, this Agreement is not intended to be, nor shall it
be construed to create, a novation or accord and satisfaction
with respect to any prior interconnection or resale agreements
and, accordingly, all monetary obligations of the Parties to one
another under any prior interconnection or resale agreements
shall remain in full force and effect and shall constitute
monetary obligations of the Parties under this Agreement
(provided, however, that nothing contained in this Agreement
shall convert any claim or debt that would otherwise constitute
a prepetition claim or debt in a bankruptcy case into a
postpetition claim or debt). In connection with the foregoing,
Verizon expressly reserves all of its rights under the
Bankruptcy Code and Applicable Law to seek or oppose any relief
in respect of the assumption, assumption and assignment, or
rejection of any interconnection or resale agreements between
Verizon and DSLnet.
4 Except as otherwise provisioned in the Principal Document, the Principal
Document may not be waived or modified except by a written
document that is signed by the Parties. Subject to the
requirements of Applicable Law, a Party shall have the right to
add, modify, or withdraw, its Tariff(s) at any time, without