3. Ciera Prices - PSC

AGREEMENT by and between CIERA NETWORK SYSTEMS, INC. and VERIZON NORTH INC., F/K/A GTE NORTH INCORPORATED FOR THE STATE OF WISCONSIN TABLE OF CONTENTS AGREEMENT 1 1. The Agreement 1 2. Term and Termination 1 3. Glossary and Attachments 2 4. Applicable Law 2 5. Assignment 3 6. Assurance of Payment 3 7. Audits 4 8. Authorization 5 9. Billing and Payment; Disputed Amounts 5 10. Confidentiality 6 11. Counterparts 8 12. Default 8 13. Discontinuance of Service by Ciera 8 14. Dispute Resolution 9 15. Force Majeure 9 16. Forecasts 10 17. Fraud 10 18. Good Faith Performance 10 19. Headings 10 20. Indemnification 10 21. Insurance 12 22. Intellectual Property 13 23. Joint Work Product 14 24. Law Enforcement. 14 25. Liability 14 26. Network Management 15 27. Non-Exclusive Remedies 16 28. Notice of Network Changes 16 29. Notices 16 30. Ordering and Maintenance 17 31. Performance Standards 18 32. Point of Contact for Ciera Customers 18 33. Predecessor Agreements 18 34. Publicity and Use of Trademarks or Service Marks 19 35. References 19 36. Relationship of the Parties 19 37. Reservation of Rights 20 38. Subcontractors 20 39. Successors and Assigns 20 40. Survival 20 41. Taxes 21 42. Technology Upgrades 23 43. Territory 23 44. Third Party Beneficiaries 23 45. 251 and 271 Requirements 23 46. 252(i) Obligations 23 47. Use of Service 24 48. Waiver 24 49. Warranties 24 50. Withdrawal of Services 24 SIGNATURE PAGE 26 GLOSSARY 27 1. General Rule 27 2. Definitions 27 ADDITIONAL SERVICES ATTACHMENT 39 1. Alternate Billed Calls 39 2. Dialing Parity - Section 251(b)(3) 39 3. Directory Assistance (DA) and Operator Services (OS) 39 4. Directory Listing and Directory Distribution 39 5. Voice Information Service Traffic 41 6. Intercept and Referral Announcements 42 7. Originating Line Number Screening (OLNS) 42 8. Operations Support Systems (OSS) Services 43 9. Poles, Ducts, Conduits and Rights-of-Way 49 10. Telephone Numbers 49 11. Routing for Operator Services and Directory Assistance Traffic 50 INTERCONNECTION ATTACHMENT 51 1. General 51 2. Methods for Interconnection and Trunk Types 51 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 63 9. Transmission and Routing of Exchange Access Traffic 63 10. Meet-Point Billing Arrangements 64 11. Toll Free Service Access Code (e.g., 800/888/877) Traffic 67 12. Tandem Transit Traffic 68 13. Number Resources, Rate Center Areas and Routing Points 69 14. Joint Network Implementation and Grooming Process; and Installation,
Maintenance, Testing and Repair 69 15. Number Portability - Section 251(B)(2) 71 16. Transport and Termination of Indirect Interconnection Traffic 74 RESALE ATTACHMENT 76 1. General 76 2. Use of Verizon Telecommunications Services 76 3. Availability of Verizon Telecommunications Services 77 4. Responsibility for Charges 77 5. Operations Matters 77 6. Rates and Charges 78 NETWORK ELEMENTS ATTACHMENT 79 1. General 79 2. Verizon's Provision of Network Elements 80 3. Loop Transmission Types 81 4. Line Sharing 87 5. Line Splitting 93 6. Sub-Loop 94 7. Inside Wire 98 8. Dark Fiber 98 9. Network Interface Device 102 10. Unbundled Switching Elements 103 11. Unbundled Interoffice Facilities 104 12. Signaling Networks and Call-Related Databases 104 13. Operations Support Systems 106 14. Availability of Other Network Elements on an Unbundled Basis 106 15. Maintenance of Network Elements 107 16. Combinations 108 17. Rates and Charges 108 COLLOCATION ATTACHMENT 109 1. Verizon's Provision of Collocation 109 2. Ciera's Provision of Collocation 109 911 ATTACHMENT 110 1. 911/E-911 Arrangements 110 2. Electronic Interface 110 3. 911 Interconnection 111 4. 911 Facilities 111 5. Local Number Portability for use with 911 111 6. PSAP Coordination 111 7. 911 Compensation 111 8. 911 Rules and Regulations 111 PRICING ATTACHMENT 112 1. General 112 2. Verizon Telecommunications Services Provided to Ciera for Resale
Pursuant to the Resale Attachment 112 3. Ciera Prices 114 4. Section 271 114 5. Regulatory Review of Prices 114 APPENDIX A TO THE PRICING ATTACHMENT 115 AGREEMENT PREFACE This Agreement ("Agreement") shall be deemed effective as of October 1,
2001 (the "Effective Date"), between Ciera Network Systems, Inc. ("Ciera"),
a corporation organized under the laws of the State of Texas, with offices
at 1250 Wood Branch Park Drive, Houston, Texas 77079 and Verizon North
Inc., f/k/a GTE North Incorporated ("Verizon"), a corporation organized
under the laws of the State of Wisconsin with offices at 8001 West
Jefferson, Ft. Wayne, IN 46804 (Verizon and Ciera 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 Ciera 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. Except as otherwise provisioned in
the Principal Document, the Principal Document may not be waived
or modified except by a written document that is signed by the
Parties. Subject to the requirements of Applicable Law, a Party
shall have the right to add, modify, or withdraw, its Tariff(s)
at any time, without the consent of, or notice to, the other
Party.
Term and Termination
1 This Agreement shall be effective as of the Effective Date and, unless
cancelled or terminated earlier in accordance with the terms
hereof, shall continue in effect until September 30, 2003 (the
"Initial Term"). Thereafter, this Agreement shall continue in
force and effect unless and until cancelled or terminated as
provided in this Agreement.
2 Either Ciera or Verizon may terminate this Agreement effective upon the
expiration of the Initial Term or effective upon any date after
expiration of the Initial Term by providing written notice of
termination at least ninety (90) days in advance of the date of
termination.
3 If either Ciera or Verizon provides notice of termination pursuant to
Section 2.2 and on or before the proposed date of termination
either Ciera or Verizon has requested negotiation of a new
interconnection agreement, unless this Agreement is cancelled or
terminated earlier in accordance with the terms hereof
(including, but not limited to, pursuant to Section 12), this
Agreement shall remain in effect until the earlier of: (a) the
effective date of a new interconnection agreement between Ciera
and Verizon; or, (b) the date one (1) year after the proposed
date of termination.
4 If either Ciera or Ve