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Master Network Interconnection and Resale Agreement [Part A-B] - Liberty Telecom LLC and Central Telephone Co.-Nevada d/b/a Sprint of Nevada

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Part A (Definitions), Part B (General Terms and Conditions)
Part C (General Principles)
Part D (Local Resale), Part E (Network Elements)
Part F (Interconnection), Part G (Interim Number Portability), Part H (Local Number Portability), Part I (General Business Requirements)
Part K (Collocation)

Master Network Interconnection and Resale Agreement

This Master Network Interconnection and Resale Agreement (“Agreement”) between Liberty Telecom LLC (“CLEC”) and Central Telephone Company – Nevada dba Sprint of Nevada (“Sprint”), herein collectively, “the Parties”, is entered into and effective this 20^thday of July, 2003 for the State of Nevada.

NOW THEREFORE, the Parties agree as follows:

The Parties agree that the Agreement between the Parties shall consist of the Interconnection and Resale Agreement for the State of Nevada entered into by and between Sprint and Mpower Communications Corp. (Mpower) including any amendments entered into as of the date hereof (the “Adopted Agreement”), amended as follows:

TERM:

This Agreement shall be in force for the period commencing with the date set forth above and continuing until the 30th of September, 2004.

CONDITIONS:

All services provided under this Agreement will be consistent with the decisions of courts having jurisdiction over this Agreement, including but not limited to the decisions of the Court of Appeals and the United States Supreme Court.

On February 20, 2003, the FCC adopted rules concerning incumbent LECs’ obligations to make elements of their networks available on an unbundled basis at its open meeting. In the Matter of the Review of the Section 251 Unbundling Obligations of Incumbent Local Exchange Carriers, Docket No. CC 01-338. The Parties agree that any effective regulatory order, rule or regulation issued as a result of such open meeting shall constitute a revision or modification of the Applicable Rules and either Party may request that this Agreement be renegotiated in good faith to reflect such Amended Rules. Should the Parties be unable to reach agreement with respect to the appropriate modifications to this Agreement within thirty (30) days, either party may invoke the Dispute Resolution provisions of this Agreement.

AMENDMENT:

The parties agree that to the extent Liberty Telecom is not providing voice grade local telecommunications service to an end-user customer, they should be exempt from establishing 911 trunking or interconnection to Sprint’s 911 services. Liberty Telecom agrees to indemnify and hold Sprint harmless from any consequences involved with Liberty Telecom’s decision to not interconnect with Sprint’s 911 services.

NOTICES:

Except as otherwise provided, all notices and other communication hereunder shall be deemed to have been duly given when made in writing and delivered in person or deposited in the United States mail, certified mail, postage paid, return receipt requested and addressed as follows:


To CLEC:		David Trandal Liberty Telecom LLC 136 W. Canon Perdido Santa Barbara, CA 93101-3242

To Sprint:		Director – Local Carrier Services Sprint 6480 Sprint Parkway Mailstop: KSOPHM0310-3A453 Overland Park, KS 66251

PARTIES

CLEC is hereby substituted in the Adopted Agreement for Mpower and Sprint shall remain as the other Party to the Agreement. Except as modified above, the Agreement shall in all other respects reflect the same terms as the Adopted Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly respective authorized representatives.


SPRINT		Liberty Telecom LLC

By:	/s/ WILLIAM E. CHEEK	By:	/s/ DAVID TRANDAL
Name:	William E. Cheek	Name:	David Trandal
Title:	President Wholesale Markets	Title:	President
Date:	7/24/03	Date:	7/17/03

[GRAPHIC]

MASTER INTERCONNECTION AND RESALE AGREEMENT

FOR THE STATE OF NEVADA

Effective:

August 15, 2002

Between

Mpower Communications Corp.

and

Central Telephone Company - Nevada dba Sprint of Nevada

TABLE OF CONTENTS


		Page No.
PART A – DEFINITIONS		2

1. DEFINED TERMS		2

PART B - GENERAL TERMS AND CONDITIONS		12

2. SCOPE OF THIS AGREEMENT		12

3. REGULATORY APPROVALS		12

4. TERM AND TERMINATION		13

5. POST EXPIRATION INTERIM SERVICE ARRANGEMENTS		14

6. CHARGES AND PAYMENT		15

7. AUDITS		15

8. INTELLECTUAL PROPERTY RIGHTS		16

9. LIMITATION OF LIABILITY		17

10. INDEMNIFICATION		17

11. BRANDING		18

12. REMEDIES		19

13. CONFIDENTIALITY AND PUBLICITY		19

14. DISCLAIMER OF WARRANTIES		20

15. ASSIGNMENT AND SUBCONTRACT		21

16. GOVERNING LAW		21

17. RELATIONSHIP OF PARTIES		21

18. NO THIRD PARTY BENEFICIARIES		21

19. NOTICES		22

20. WAIVERS		22

21. SURVIVAL		22

22. FORCE MAJEURE		23

23. DISPUTE RESOLUTION		23

24. COOPERATION ON FRAUD		24


25. TAXES		24

26. AMENDMENTS AND MODIFICATIONS		24

27. SEVERABILITY		25

28. HEADINGS NOT CONTROLLING		25

29. ENTIRE AGREEMENT		25

30. SUCCESSORS AND ASSIGNS		25

31. IMPLEMENTATION PLAN		25

32. FEDERAL JURISDICTIONAL AREAS		27

PART C - GENERAL PRINCIPLES		28

33. USE OF FACILITIES		28

34. PRICE SCHEDULE		28

35. LOCAL SERVICE RESALE		28

36. INTERCONNECTION AND RECIPROCAL COMPENSATION		28

37. UNBUNDLED NETWORK ELEMENTS		30

38. SECURITY DEPOSIT		31

TABLE 1:		32

LOOPS:		43

DEDICATED TRANSPORT:		44

PART D - LOCAL RESALE		47

39. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE		47

40. GENERAL TERMS AND CONDITIONS		47

PART E - NETWORK ELEMENTS		50

41. GENERAL		50

42. UNBUNDLED NETWORK ELEMENTS		50

43. BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING		51

44. NETWORK INTERFACE DEVICE		52

45. LOOP		52

46. SUBLOOPS		58


47. LOCAL SWITCHING		59

48. TANDEM SWITCHING		61

49. PACKET SWITCHING		62

50. TRANSPORT		62

51. SIGNALING SYSTEMS AND DATABASES		63

52. OPERATIONS SUPPORT SYSTEMS (OSS)		71

53. DARK FIBER		72

54. LOOP FREQUENCY UNBUNDLING		74

55. FORECAST		80

56. INDEMNIFICATION		80

57. LOOP MAKE-UP INFORMATION		80

58. VOICE UNE-P AND EEL		81

PART F – INTERCONNECTION		85

59. LOCAL INTERCONNECTION TRUNK ARRANGEMENT		85

60. SIGNALING		86

61. NETWORK SERVICING		87

62. NETWORK MANAGEMENT		89

63. USAGE MEASUREMENT		89

64. TRANSIT TRAFFIC		89

65. INDIRECT TRAFFIC		91

66. RESPONSIBILITIES OF THE PARTIES		92

PART G - INTERIM NUMBER PORTABILITY		94

67. SPRINT PROVISION OF INTERIM NUMBER PORTABILITY		94

68. INTERIM NUMBER PORTABILITY		94

69. REQUIREMENTS FOR INP		95

PART H - LOCAL NUMBER PORTABILITY		98

70. INTRODUCTION		98

71. TRANSITION FROM INP TO LNP		99

iii

INTERCONNECTION AND RESALE AGREEMENT

This Interconnection and Resale Agreement (the “Agreement”), entered into this 15th day of August, 2002 is entered into by and between Mpower Communications Corp., a Nevada corporation (“CLEC”), and Central Telephone Company - Nevada dba Sprint of Nevada, a Delaware corporation (“Sprint”), to establish the rates, terms and conditions for local interconnection, local resale, and purchase of unbundled network elements (individually referred to as the “service” or collectively as the “services”).

WHEREAS, the Parties wish to interconnect their local exchange networks for the purposes of transmission and termination of calls, so that customers of each can receive calls that originate on the other’s network and place calls that terminate on the other’s network, and for CLEC’s use in the provision of exchange access (“Local Interconnection”); and

WHEREAS, CLEC wishes to purchase Telecommunications Services for resale to others, and Sprint is willing to provide such service; and

WHEREAS, CLEC wishes to purchase unbundled network elements, ancillary services and functions and additional features (“Network Elements”), and to use such services for itself or for the provision of its Telecommunications Services to others, and Sprint is willing to provide such services; and

WHEREAS, the Parties intend the rates, terms and conditions of this Agreement, and their performance of obligations thereunder, to comply with the Communications Act of 1934, as amended (the “Act”), the Rules and Regulations of the Federal Communications Commission (“FCC”), and the orders, rules and regulations of the Nevada Public Utilities Commission (the “Commission”); and

WHEREAS, the parties wish to replace any and all other prior agreements, written and oral, applicable to the state of Nevada.

Now, therefore, in consideration of the terms and conditions contained herein, CLEC and Sprint hereby mutually agree as follows:

PART A - DEFINITIONS

DEFINED TERMS

1.1.

Capitalized terms defined in this Section shall have the meanings as set forth herein. Other terms used but not defined herein will have the meanings ascribed to them in the Act or in the Rules and Regulations of the FCC or the Commission. The Parties acknowledge that other terms appear in this Agreement, which are not defined or ascribed as stated above. The parties agree that any such terms shall be construed in accordance with their customary usage in the telecommunications industry as of the Effective Date of this Agreement.

1.2.

“911 Service” means a universal telephone number which gives the public direct access to the Public Safety Answering Point (PSAP). Basic 911 service collects 911 calls from one or more local exchange switches that serve a geographic area. The calls are then sent to the correct authority designated to receive such calls.

1.3.

“Access Services” refers to interstate and intrastate switched access and private line transport services.

1.4.

“Act” means the Communications Act of 1934, as amended.

1.5.

“Affiliate” is as defined in the Act.

1.6.

“Automated Message Accounting (AMA)” is the structure inherent in switch technology that initially records telecommunication message information. AMA format is contained in the Automated Message Accounting document, published by Telcordia as GR-1100-CORE which defines the industry standard for message recording.

1.7.

“Automatic Location Identification (ALI)” is a feature developed for E911 systems that provides for a visual display of the caller’s telephone number, address and the names of the Emergency Response agencies that are responsible for that address.

1.8.

“Automatic Location Identification/Data Management System (ALI/DMS)” means the emergency service (E911/911) database containing subscriber location information (including name, address, telephone number, and sometimes special information from the local service provider) used to determine to which Public Safety Answering Point (PSAP) to route the call.

1.9.

“Automatic Number Identification (ANI)” is a feature that identifies and displays the number of a telephone line that originates a call.

1.10.

“Automatic Route Selection (ARS)” is a service feature associated with a specific grouping of lines that provides for automatic selection of the least expensive or most appropriate transmission facility for each call based on criteria programmed into the system.

1.11.

“ATU – C” refers to an ADSL Transmission Unit – Central Office.

1.12.

“Busy Line Verify/Busy Line Verify Interrupt (BLV/BLVI)” means an operator call in which the caller inquires as to the busy status of, or requests an interruption of a call on another subscriber’s telephone line.

1.13.

“Business Day(s)” means the days of the week excluding Saturdays, Sundays, and all Sprint holidays.

1.14.

“Carrier Access Billing System (CABS)” is the system which is defined in a document prepared under the direction of the Billing Committee of the OBF. The CABS document is published by Telcordia in Volumes 1, 1A, 2, 3, 3A, 4 and 5 as Special Reports SR-OPT-001868, SR-OPT-0011869, SR-OPT-001871, SR-OPT-001872, SR-OPT-001873, SR-OPT-001874, and SR-OPT-001875, respectively, and contains the recommended guidelines for the billing of access and other connectivity services. Sprint’s carrier access billing system is its Carrier Access Support System (CASS). CASS mirrors the requirements of CABS.

1.15.

“Common Channel Signaling (CCS)” is a method of digitally transmitting call set-up and network control data over a digital signaling network fully separate from the public switched telephone network that carries the actual call.

1.16.

“Central Office Switches” (“COs”) - are switching facilities within the public switched telecommunications network, including, but not limited to:

1.16.1.

“End Office Switches” (“EOs”) are switches from which end user Telephone Exchange Services are directly connected and offered.

1.16.2.

“Tandem Switches” are switches that are used to connect and switch trunk circuits between and among Central Office Switches.

1.16.3.

“Remote Switches” are switches that are away from their host or control office. All or most of the central control equipment for the remote switch is located at the host or control office.

1.17.

“Centrex” means a Telecommunications Service associated with a specific grouping of lines that uses central office switching equipment for call routing to handle direct dialing of calls, and to provide numerous private branch exchange-like features.

1.18.

“CLASS/LASS” (Telcordia Service Mark) refers to service features that utilize the capability to forward a calling party’s number between end offices as part of call setup. Features include Automatic Callback, Automatic Recall, Caller ID, Call Trace, and Distinctive Ringing.

1.19.

“Commission” means the Nevada Public Utilities Commission.

1.20.

“Common Transport” provides a local interoffice transmission path between the Sprint Tandem Switch and a Sprint or CLEC end office switch. Common Transport is shared between multiple customers and is required to be switched at the Tandem.

1.21.

“Confidential and/or Proprietary Information” has the meaning set forth in Section 11 of Part A – General Terms and Conditions

1.22.

“Control Office” is an exchange carrier center or office designated as the Party’s single point of contact for the provisioning and maintenance of its portion of local interconnection arrangements.

1.23.

“Custom Calling Features” means a set of Telecommunications Service features available to residential and single-line business customers including call-waiting, call-forwarding and three-party calling.

1.24.

“Customer Proprietary Network Information (CPNI)” is as defined in the Act.

1.25.

“Database Management System (DBMS)” is a computer process used to store, sort, manipulate and update the data required to provide selective routing and ALI

1.26.

“Dedicated Transport” provides a local interoffice transmission path between Sprint and/or CLEC central offices. Dedicated Transport is limited to the use of a single customer and does not require switching at a Tandem.

1.27.

“Digital Subscriber Line Access Multiplexer” (“DSLAM”) is equipment that links end-user xDSL connections to a single high-speed packet switch, typically ATM or IP.

1.28.

“Directory Assistance Database” refers to any subscriber record used by Sprint in its provision of live or automated operator-assisted directory assistance including but not limited to 411, 555-1212, NPA-555-1212.

1.29.

“Directory Assistance Services” provides listings to callers. Directory Assistance Services may include the option to complete the call at the caller’s direction.

1.30.

“DSLAM” refers to a Digital Subscriber Line Access Multiplexer.

1.31.

“Duct” is a single enclosed path to house facilities to provide telecommunications services.

1.32.

“Enhanced 911 Service (E911)” means a telephone communication service which will automatically route a call dialed “9-1-1” to a designated public safety answering point (PSAP) attendant and will provide to the attendant the calling party’s telephone number and, when possible, the address from which the call is being placed and the Emergency Response agencies responsible for the location from which the call was dialed.

1.33.

“Effective Date” is the date referenced in the opening paragraph on page 1 of the Agreement, unless otherwise required by the Commission.

1.34.

“Electronic Interface” means access to operations support systems consisting of preordering, ordering, provisioning, maintenance and repair and billing functions.

1.35.

“Emergency Response Agency” is a governmental entity authorized to respond to requests from the public to meet emergencies.

1.36.

“Emergency Service Number (ESN)” is a number assigned to the ALI and selective routing databases for all subscriber telephone numbers. The ESN designates a unique combination of fire, police and emergency medical service response agencies that serve the address location of each in-service telephone number.

1.37.

“EMI” (Exchange Message Interface System) is the Industry standard for exchanging telecommunications message information for billable, non-billable, sample settlement and study records. The EMI is published by ATIS (Alliance for Telecommunications Industry Solutions).”

1.38.

“End Date” is the date this Agreement terminates as referenced in 4.2.

1.39.

“FCC” means the Federal Communications Commission.

1.40.

“Grandfathered Service” means service which is no longer available for new customers and is limited to the current customer at their current locations with certain provisioning limitations, including but not limited to upgrade denials, feature adds/changes and responsible/billing party.

1.41.

“High Frequency Spectrum Unbundled Network Element” (“HFS UNE”) is defined as the frequency range above the voice band on a copper loop facility that is being used to carry analog circuit-switched voice band transmissions. The FCC’s Third Report and Order in CC Docket No. 98-147 and Fourth Report and Order in CC Docket No. 96-98 (rel. December 9, 1999) (the “Line Sharing Order”) references the voice band frequency of the spectrum as 300 to 3000 Hertz (and possibly up to 3400 Hertz) and provides that xDSL technologies which operate at frequencies generally above 20,000 Hertz will not interfere with voice band transmission.

1.42.

“Incumbent Local Exchange Carrier (ILEC)” is as defined in the Act.

1.43.

“Interexchange Carrier (IXC)” means a provider of interexchange telecommunications services.

1.44.

“Indirect Traffic” means traffic which is originated by one Party and terminated to the other Party in which a third party Telecommunications Carrier provides the intermediary transiting service. Indirect traffic does not require a physical direct trunk group between the Parties.

1.45.

“Information Access Traffic,” for the purposes of this Agreement, is traffic that is transmitted to or returned from the Internet at any point during the duration of the transmission between the Parties.

1.46.

“Interim Number Portability (INP)” is a service arrangement whereby subscribers who change local service providers may retain existing telephone numbers without impairment of quality, reliability, or convenience when remaining at their current location or changing their location within the geographic area served by the initial carrier’s serving central office. Upon implementation of Local Number Portability, defined herein, INP services will be discontinued.

1.47.

“Line Information Data Base(LlDB)” means a Service Control Point (SCP) database that provides for such functions as calling card validation for telephone line number cards issued by Sprint and other entities and validation for collect and billed-to-third services.

1.48.

“Local Loop” refers to a transmission path between the main distribution frame [cross-connect], or its equivalent, in a Sprint Central Office or wire center, and up to the Network Interface Device at a customer’s premises, to which CLEC is granted exclusive use. This includes, but is not limited to, two-wire and four-wire copper analog voice-grade loops, two-wire and four-wire loops that are conditioned to transmit the digital signals needed to provide services such as ISDN and DS1-level signals.

1.49.

“Local Number Portability (LNP)” means the ability of users of Telecommunications Services to retain, at the same Sprint served rate center, existing telecommunications numbers without impairment of quality, reliability, or convenience when switching from one telecommunications carrier to another.

1.50.

“Local Service Request (LSR)” means an industry standard form or a mutually agreed upon change thereof, used by the Parties to add, establish, change or disconnect local services.

1.51.

“Local Traffic,” for the purposes of this Agreement the Parties shall agree that “Local Traffic”_means traffic (excluding CMRS traffic) that is originated and terminated within Sprint’s local calling area, or mandatory expanded area service (EAS) area, as defined by State commissions or, if not defined by State commissions, then as defined in existing Sprint tariffs. For this purpose, Local Traffic does not include any Information Access Traffic. Neither Party waives its’ rights to participate and fully present its’ respective positions in any proceeding dealing with the compensation for Internet traffic.

1.52.

“Multiple Exchange Carrier Access Billing (MECAB)” refers to the document prepared by the Billing Committee of the ATIS Ordering and Billing Forum (OBF). The MECAB document contains the recommended guidelines for the billing of an access service provided to a customer by two or more providers or by one provider in two or more states within a single LATA.

1.53.

“Multiple Exchange Carrier Ordering And Design” (“MECOD”) refers to the guidelines for Access Services - Industry Support Interface, a document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The MECOD document, published by Telcordia as Special Report SR STS-002643, establishes recommended guidelines for processing orders for access service which is to be provided by two or more telecommunications carriers.

1.54.

“North American Numbering Plan” (“NANP”) means the plan for the allocation of unique 10-digit directory numbers consisting of a three-digit area code, a three-

digit office code, and a four-digit line number. The plan also extends to format variations, prefixes, and special code applications.

1.55.

“National Emergency Number Association (NENA)” is an association with a mission to foster the technological advancement, availability and implementation of 911 nationwide.

1.56.

“Network Element” as defined in the Act.

1.57.

“Numbering Plan Area (NPA)” (sometimes referred to as an area code) is the three-digit indicator which is designated by the first three digits of each 10-digit telephone number within the NANP. Each NPA contains 800 possible NXX Codes. There are two general categories of NPA, “Geographic NPAs” and “Non-Geographic NPAs.” A “Geographic NPA” is associated with a defined geographic area, and all telephone numbers bearing such NPA are associated with services provided within that geographic area. A ‘“Non-Geographic NPA,” also known as a “Service Access Code (SAC Code)” is typically associated with a specialized telecommunications service which may be provided across multiple geographic NPA areas; 500, 800, 900, 700, and 888 are examples of Non-Geographic NPAs.

1.58.

“NXX,” “NXX Code,” “NNX,” “COC,” “Central Office Code,” or “CO Code” is the three-digit switch entity indicator which is defined by the fourth, fifth and sixth digits of a 10-digit telephone number within NANP.

1.59.

“OBF” means the Ordering and Billing Forum, which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS)

1.60.

“Operator Systems” is the Network Element that provides operator and automated call handling with billing, special services, subscriber telephone listings, and optional call completion services.

1.61.

“Operator Services” provides for:

1.61.1.

operator handling for call completion (e.g., collect calls);

1.61.2.

operator or automated assistance for billing after the subscriber has dialed the called number (e.g., credit card calls); and

1.61.3.

special services (e.g., BLV/BLI, Emergency Agency Call).

1.62.

“Parity” means, subject to the availability, development and implementation of necessary industry standard Electronic Interfaces, the provision by Sprint of services, Network Elements, functionality or telephone numbering resources under this Agreement to CLEC, including provisioning and repair, at least equal in quality to those offered to Sprint, its Affiliates or any other entity that obtains such services, Network Elements, functionality or telephone numbering resources. Until the implementation of necessary Electronic Interfaces, Sprint shall provide such services, Network Elements, functionality or telephone numbering resources

on a non-discriminatory basis to CLEC as it provides to its Affiliates or any other entity that obtains such services, Network Elements, functionality or telephone numbering resources.

1.63.

“P.01 Transmission Grade Of Service (GOS)” means a trunk facility provisioning standard with the statistical probability of no more than one call in 100 blocked on initial attempt during the average busy hour.

1.64.

“Parties” means, jointly, Mpower Communications Corp. (“CLBC”), and Central Telephone Company - Nevada dba Sprint of Nevada, and no other entity, affiliate, subsidiary or assign.

1.65.

“Party” means either Mpower Communications Corp. (“CLEC”) or Central Telephone Company - Nevada dba Sprint of Nevada (“Sprint”), and no other entity, affiliate, subsidiary or assign.

1.66.

“Percent Local Usage (PLU)” is a calculation which represents the ratio of the local minutes to the sum of local and intraLATA toll minutes between exchange carriers sent over Local Interconnection Trunks. Directory assistance, BLV/BLVI, 900, and 976 transiting calls from other exchange carriers and switched access calls are not included in the calculation of PLU.

1.67.

“Physical Point of Interconnection” (“Physical POI”) is the physical point that establishes the technical interface, the test point, and the operational responsibility hand-off between CLEC and Sprint for the local interconnection of their networks.

1.68.

“Pre-Order Loop Qualification” (“Loop Qualification”) is an OSS function that includes supplying loop qualification information to CLECs as part of the Pre-ordering Process. Examples of the type of information provided are:

1.68.1.

Composition of the loop material, i.e. fiber optics, copper;

1.68.2.

Existence, location and type of any electronic or other equipment on the loop, including but not limited to:

1.68.2.1.

Digital Loop Carrier (DLC) or other remote concentration devices;

1.68.2.2.

Feeder/distribution interfaces;

1.68.2.3.

Bridge taps;

1.68.2.4.

Load coils;

1.68.2.5.

Pair, gain devices; or

1.68.2.6.

Disturbers in the same or adjacent binders.

1.68.3.

Loop length which is an indication of the approximate loop length, based on a 26-gauge equivalent and is calculated on the basis of Distribution Area distance from the central office;

1.684.

Wire gauge or gauges; and

1.68.5.

Electrical parameters.

1.69.

“Proprietary Information” shall have the same meaning as Confidential Information.

1.70.

“Rate Center” means the geographic point and corresponding geographic area which are associated with one or more particular NPA-NXX codes which have been assigned to Sprint or CLEC for its provision of Basic Exchange Telecommunications Services. The “rate center point” is the finite geographic point identified by a specific V&H coordinate, which is used to measure distance-sensitive end user traffic to/from the particular NPA-NXX designations associated with the specific Rate Center. The “rate center area” is the exclusive geographic area identified as the area within which Sprint or CLEC will provide Basic Exchange Telecommunications Services bearing the particular NPA-NXX designations associated with the specific Rate Center. The Rate Center point must be located within the Rate Center area.

1.71.

“Routing Point” means a location which Sprint or CLEC has designated on its own network as the homing (routing) point for traffic inbound to Basic Exchange Services provided by Sprint or CLEC which bear a certain NPA-NXX designation. The Routing Point is employed to calculate mileage measurements for the distance-sensitive transport element charges of Switched Access Services. Pursuant to Telcordia Practice BR 795-100-100, the Routing Point may be an “End Office” location, or a “LEC Consortium Point of Interconnection.” Pursuant to that same Telcordia Practice, examples of the latter shall be designated by a common language location identifier (CLLI) code with (x)MD or X(x) in positions 9,10, 11, where (x) may by any alphanumeric A-Z or 0-9. The above referenced Telcordia document refers to the Routing Point as the Rating Point. The Rating Point/Routing Point need not be the same as the Rate Center Point, nor must it be located within the Rate Center Area, but must be in the same LATA as the NPA-NXX.

1.72.

“Small Exchange Carrier Access Billing (SECAB)” means the document prepared by the Billing Committee of the OBF. The SECAB document, published by ATIS as Special Report SR OPT-OOI856, contains the recommended guidelines for the billing of access and other connectivity services.

1.73.

“Selective Routing” is a service which automatically routes an E911 call to the PSAP that has jurisdictional responsibility for the service address of the telephone that dialed 911, irrespective of telephone company exchange or wire center boundaries.

1.74.

“Signaling Transfer Point (STP)” means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. A STP transmits, receives and processes CCIS messages.

1.75.

“Splitter” is a device that divides the data and voice signals concurrently moving across the loop, directing the voice traffic through copper tie cables to the switch and the data traffic through another pair of copper tie cables to multiplexing equipment for delivery to the packet-switched network. The Splitter may be directly integrated into the DSLAM equipment or may be externally mounted.

1.76.

“Street Index Guide (SIG)” is a database defining the geographic area of an E9II service. It includes an alphabetical list of the street names, high-low house number ranges, community names, and Emergency Service Numbers provided by the counties or their agents to Sprint.

1.77.

“Switch” means a Central Office Switch as defined in this Part A.

1.78.

“Synchronous Optical Network (SONET)” is an optical interface standard that allows interworking of transmission products from multiple vendors (i.e., mid-span meets). The base rate is 51.84 MHps (OC-1 /STS-1 and higher rates are direct multiples of the base rate up to 1.22 GHps).

1.79.

“Tandem Office Switches”, “Tandem”, and ‘Tandem Switching” describe Class 4 switches used to connect and switch trunk circuits between and among end office switches and other tandems.

1.80.

“Tariff” means a filing made at the state or federal level for the provision of a telecommunications service by a telecommunications carrier that provides for the terms, conditions and pricing of that service. Such filing may be required or voluntary and may or may not be specifically approved by the Commission or FCC.

1.81.

“Technically Feasible” refers solely to technical or operational concerns, rather than economic, space, or site considerations.

1.82.

“Telecommunications” is as defined in the Act.

1.83.

“Telecommunications Carrier” is as defined in the Act.

1.84.

“Telecommunication Services” is as defined in the Act.

1.85.

“Transit Service” means the delivery of Local or non-Local Traffic by Sprint or CLEC, that originated on one Party’s network, transited through the other Party’s network, and terminated to a third party Telecommunications Carrier’s network.

1.86.

“Transit Traffic” means Local or non-Local traffic that originated on one Party’s network, transited through the other Party’s network, and terminated to a third party Telecommunications Carrier’s network.

1.87.

“Virtual Point of Interconnection” (“Virtual POI”) is the point established in a Sprint local calling area (different from the Sprint local calling area where the Physical POI is located) that delineates where CLEC’s transport obligations begin.

1.88.

“Wholesale Service” means Telecommunication Services that Sprint provides at retail to subscribers who are not telecommunications carriers as set forth in 47 USC § 251(c)( 4) which Sprint provides to resellers at a wholesale rate.

1.89.

“Wire Center” denotes a building or space within a building which serves as an aggregation point on a given carrier’s network, where transmission facilities and circuits are connected or switched. Wire center can also denote a building in which one or more central offices, used for the provision of Basic Exchange Services and access services, arc located. However, for purposes of EIC service, Wire Center shall mean those points eligible for such connections as specified in the FCC Docket No. 91-141, and rules adopted pursuant thereto.

1.90.

“xDSL” refers to a generic term for a new series of high speed transmission protocols, equipment, and services designed to operate over copper wire. This series includes but is not limited to ADSL, VDSL, SDSL, and others.

PART B – GENERAL TERMS AND CONDITIONS

SCOPE OF THIS AGREEMENT

2.1.

This Agreement, including Parts A through J, specifies the rights and obligations of each party with respect to the establishment, purchase, and sale of Local Interconnection, resale of Telecommunications Services and Unbundled Network Elements. Certain terms used in this Agreement shall have the meanings defined in PART A — DEFINITIONS, or as otherwise elsewhere defined throughout this Agreement. Other terms used but not defined herein will have the meanings ascribed to them in the Act, in the FCC’s, and in the Commission’s Rules and Regulations. PART B sets forth the general terms and conditions governing this Agreement. The remaining Parts set forth, among other things, descriptions of the services, pricing, technical and business requirements, and physical and network security requirements.

2.2.

Sprint may discontinue any interconnection arrangement, Telecommunications Service, or Network Element provided or required hereunder after providing CLEC reasonable notice as required by law. Sprint agrees to cooperate with CLEC and/or the appropriate regulatory body in any transition resulting from such discontinuation of service and to minimize the impact to customers which may result from such discontinuance of service.

2.3.

Sprint shall provide notice of network changes and upgrades in accordance with §§ 51.325 through 51.335 of Title 47 of the Code of Federal Regulations.

REGULATORYAPPROVALS

3.1.

This Agreement, and any amendment or modification hereof, will be submitted to the Commission for approval in accordance with § 252 of the Act within thirty (30) days after obtaining the last required Agreement signature. Sprint and CLEC shall use their best efforts to obtain approval of this Agreement by any regulatory body having jurisdiction over this Agreement. In the event any governmental authority or agency rejects any provision hereof, the Parties shall negotiate promptly and in good faith such revisions as may reasonably be required to achieve approval.

3.2.

The Parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement are based on the texts of the Act and the rules and regulations promulgated thereunder by the FCC and the Commission as of the Effective Date (“Applicable Rules”). In the event of any amendment of the Act, any effective legislative action or any effective regulatory or judicial order, rule, regulation, arbitration award, dispute resolution procedures under this Agreement or other legal action purporting to apply the provisions of the Act to the Parties or in which the court, FCC or the Commission makes a generic determination that is generally applicable which revises, modifies or reverses the Applicable Rules (individually and collectively, “Amended Rules”), either Party may, by providing written notice to the other Party, require that the affected provisions of this

Agreement be renegotiated in good faith and this Agreement shall be amended accordingly to reflect the pricing, terms and conditions of each such Amended Rules relating to any of the provisions in this Agreement.

3.3.

Notwithstanding any other provision of this Agreement to the contrary §3.2 hereof shall control. Any rates, terms or conditions thus developed or modified shall be substituted in place of those previously in effect and shall be deemed to have been effective under this Agreement as of the effective date established by the Amended Rules, whether such action was commenced before or after the Effective Date of this Agreement. Should the Parties be unable to reach agreement with respect to the applicability of such order or the resulting appropriate modifications to this Agreement, either party may invoke the Dispute Resolution provisions of this Agreement, it being the intent of the parties that this Agreement shall be brought into conformity with the then current obligations under the Act as determined by the amended rules.

3.4.

On May 24, 2002, the D.C. Circuit Court of Appeals issued its opinion in U S. Telecom Assn. V. FCC, No. 00-1012, vacating the FCC’s order In the Matters of Deployment of Wireline Services Offering Advanced Telecommunications Capability and Implementation of the Local Competition Provisions of the Telecommunications Act of 1996, Third Report and Order in CC Docket No. 98- 147 and Fourth Report and Order in CC Docket No. 96-98, 14 FCC Red 20912 (1999). Notwithstanding any other provisions in this Agreement, Sprint reserves its right to request renegotiation of any provisions of this Agreement affected by the D.C. Circuit Court decision after the effective date of the decision.

TERM AND TERMINATION

4.1.

This Agreement shall be deemed effective upon the Effective Date, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. No order or request for services under this Agreement shall be processed before the Effective Date, except as may otherwise be agreed in writing between the Parties, provided CLEC has established a customer account with Sprint and has completed the Implementation Plan described in Section 31 hereof.

4.2.

Except as provided herein, Sprint and CLEC agree to provide service to each other on the terms of this Agreement for a period from the Effective Date through and including September 30, 2004 (the “End Date”).

4.3.

In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non-defaulting Party may immediately terminate this Agreement in whole or in part provided that the non-defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) days after written notice thereof.

4.4.

Sprint may terminate this Agreement upon ten (10) days notice if CLEC is not exchanging traffic with Sprint or has not submitted orders for services or unbundled network elements pursuant to this Agreement within 180 days of the Effective Date. In addition, Sprint reserves the right to terminate this Agreement immediately upon notice from the CLEC that is has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement.

4.5.

Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue in respect to any act or omission prior to termination or from any obligation which is expressly stated herein to survive termination.

4.6.

Notwithstanding the above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that Sprint uses to provide Telecommunications Services, then Sprint may terminate this Agreement in whole or in part as to that particular exchange or group of exchanges upon sixty (60) days prior written notice.

POST EXPIRATION INTERIM SERVICE ARRANGEMENTS

5.1.

In the event that this Agreement expires under §4.2, it is the intent of the Parties to provide in this Section for post-expiration interim service arrangements between the Parties so that service to their respective end users will not be interrupted should a new agreement not be consummated prior to the End Date. Therefore, except in the case of termination as a result of either Party’s default under §4.3, termination upon cessation of business under §4.4, or for termination upon sale under §4.6, Interconnection services that had been available under this Agreement and exist as of the End Date may continue uninterrupted after the End Date at the written request of either Party only under the terms of:

5.1.1.

a new agreement voluntarily entered into by the Parties, pending approval by the Commission; or

5.1.2.

such standard terms and conditions or tariffs approved by and made generally available by the Commission, if they exist at the time of expiration; or

5.1.3.

an existing agreement between Sprint and another carrier, adopted by CLEC for the remaining term of that agreement. If neither §5.1.1 nor §3.1.2 are in effect, and CLEC fails to designate an agreement under this subsection, then Sprint may designate such agreement.

5.2.

In the event that this Agreement expires under §4.2, and at the time of expiration, the Parties are actually in negotiations, arbitration, or mediation before the

appropriate Commission or FCC under §252 of the Act, then at the request of either Party, the Parties shall provide each other Interconnection services after the End Date under the same terms as the expired Agreement. Service under these terms will continue in effect only until the earlier to occur of (i) one year from the End Date, or (ii) the issuance of an order, whether a final non-appealable order or not, by the Commission or FCC, approving an agreement resulting from the resolution of the issues set forth in such arbitration request.

CHARGES AND PAYMENT

6.1.

In consideration of the services provided by Sprint under this Agreement, CLEC shall pay the charges set forth in Part C subject to the provisions of §3.2 and §3.3 hereof. The billing and payment procedures for charges incurred by CLEC hereunder are set forth in Part J.

6.2.

Subject to the terms of this Agreement, the Parties shall pay invoices by the due date shown on the invoice. For invoices not paid when due, late payment charges will be assessed under §6.5. If the payment due date is a Saturday, Sunday or a designated bank holiday, payment shall be made the next business day.

6.3.

Billed amounts for which written, itemized disputes or claims have been filed are not due for payment until such disputes or claims have been resolved in accordance with the provisions governing dispute resolution of this Agreement. Itemized, written disputes must be filed with Sprint’s National Exchange Access Center (“NEAC”) no later than the due date of the related invoice. A copy of the dispute must be sent with the remittance of the remainder of the invoice.

6.4.

Backbilling for all services provided pursuant to this Agreement may be billed for up to twelve (12) months after the date service was furnished. Either Party will credit the other for any over-billing that occurs up to twelve (12) months prior to the date in which the services pursuant to this Agreement were billed or backbilled.

6.5.

Sprint will assess late payment charges to CLEC equal to the lesser of one percent (1%) per month or the maximum rate allowed by law for commercial transactions, of the balance due, until the amount due is paid in full.

6.6.

Sprint reserves the right to secure the account with a suitable form of security deposit in accordance with §38.

AUDITS

7.1.

Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. As used herein “Audit” shall

mean a comprehensive review of services performed under this Agreement. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request.

7.2.

Upon thirty (30) days written notice by the Requesting Party to Audited Party, Requesting Party shall have the right through its authorized representative to make an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing and invoicing of the services provided under this Agreement. Within the above-described thirty (30) day period, the Parties shall reasonably agree upon the scope of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of Audited Party’s facilities (e.g.: conference rooms, telephones, copying machines).

7.3.

Each party shall bear its own expenses in connection with the conduct of the Audit. The Requesting Party will pay for the reasonable cost of special data extraction required by the Requesting Party to conduct the Audit. For purposes of this § 7.3, a “Special Data Extraction” shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party shall specify at the time of request whether the program is to be retained by Audited party for reuse for any subsequent Audit.

7.4.

Adjustments based on the audit findings may be applied to the twelve (12) month period included in the audit. Adjustments, credits or payments shall be made and any corrective action shall commence within thirty (30) days from receipt of requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Interest shall be calculated in accordance with § 0 above.

7.5.

Neither such right to examine and audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, is signed by the authorized representative of the party having such right and is delivered to the other party in a manner sanctioned by this Agreement.

7.6.

This Section 7 shall survive expiration or termination of this Agreement for a period of one (1) year after expiration or termination of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

8.1.

Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. Except for a limited license to

use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel.

8.2.

Neither Party shall have any obligation to defend, indemnify or hold harmless, or acquire any license or right for the benefit of, or owe any other obligation or any liability to, the other Party 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 or use of any facilities by either party under this Agreement, constitutes direct or contributory infringement, or misuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property right of any third party.

8.3.

Following notice of an infringement claim against Sprint based on the use by CLEC of a service or facility, CLEC shall at CLEC’s expense, procure from the appropriate third parties the right to continue to use the alleged infringing intellectual property or if CLEC fails to do so, Sprint may charge CLEC for such costs as permitted under a Commission order.

LIMITATION OF LIABILITY

9.1.

Except as otherwise set forth in this Agreement, neither Party shall be responsible to the other for any indirect, special, consequential or punitive damages, including (without limitation) damages for loss of anticipated profits or revenue or other economic loss in connection with or arising from anything said, omitted, or done hereunder (collectively “Consequential Damages”), whether arising in contract or tort, provided that the foregoing shall not limit a Party’s obligation under Section 10 to indemnify, defend, and hold the other party harmless against amounts payable to third parties. Notwithstanding the foregoing, in no event shall Sprint’s liability to CLEC for a service outage exceed an amount equal to the proportionate charge for the service(s) or unbundled element(s) provided for the period during which the service was affected.

10.

INDEMNIFICATION

10.1.

Each Party agrees to indemnify and hold harmless the other Party from and against claims by third parties for damage to tangible personal or real property and/or personal injuries to the extent caused by the negligence or willful misconduct or omission of the indemnifying Party.

10.2.

CLEC shall indemnify and hold harmless Sprint from all claims by CLEC’s subscribers.

10.3.

Sprint shall indemnify and hold harmless CLEC from all claims by Sprint’s subscribers

10.4.

The indemnifying Party under this Section agrees to defend any suit brought against the other Party either individually or jointly with the indemnified Party for any such loss, injury, liability, claim or demand.

10.5.

The indemnified Party agrees to notify the other Party promptly, in writing, of any written claims, lawsuits, or demands for which it is claimed that the indemnifying Party is responsible under this Section and to cooperate in every reasonable way to facilitate defense or settlement of claims.

10.6.

The indemnifying Party shall have complete control over defense of the case and over the terms of any proposed settlement or compromise thereof. The indemnifying Party shall not be liable under this Section for settlement by the indemnified Party of any claim, lawsuit, or demand, if the indemnifying Party has not approved the settlement in advance, unless the indemnifying Party has had the defense of the claim, lawsuit, or demand tendered to it in writing and has failed to promptly assume such defense. In the event of such failure to assume defense, the indemnifying Party shall be liable for any reasonable settlement made by the indemnified Party without approval of the indemnifying Party.

10.7.

When the lines or services of other companies and CLECs are used in establishing connections to and/or from points not reached by a Party’s lines, neither Party shall be liable for any act or omission of the other companies or carriers.

10.8.

In addition to its indemnity obligations hereunder, each Party shall, to the extent allowed by law or Commission Order, provide, in its tariffs and contracts with its subscribers that relate to any Telecommunications Services provided or contemplated under this Agreement, that in no case shall such Party or any of its agents, contractors or others retained by such Party be liable to any subscriber or third party for

10.8.1.

any loss relating to or arising out of this Agreement, whether in contract or tort, that exceeds the amount such Party would have charged the applicable subscriber for the service(s) or function(s) that gave rise to such loss, and

10.8.2.

Consequential Damages (as defined in Section 9 above).

11.

BRANDING

11.1.

CLEC shall provide the exclusive interface to CLEC subscribers, except as CLEC shall otherwise specify for the reporting of trouble or other matters identified by CLEC for which Sprint may directly communicate with CLEC subscribers. In those instances where CLEC requests that Sprint personnel interface with CLEC subscribers, such Sprint personnel shall inform the CLEC subscribers that they are representing CLEC, or such brand as CLEC may specify.

11.2.

Other business materials furnished by Sprint to CLEC subscribers shall bear no corporate name, logo, trademark or tradename.

11.3.

Except as specifically permitted by a Party, in no event shall either Party provide information to the other Party’s subscribers about the other Party or the other Party’s products or services.

11.4.

Sprint shall share pertinent details of Sprint’s training approaches related to branding with CLEC to be used by Sprint to assure that Sprint meets the branding requirements agreed to by the Parties.

11.5.

This Section 11 shall not confer on either Party any rights to the service marks, trademarks and/or trade names owned by or used in connection with services by the other Party, except as expressly permitted in writing by the other Party.

12.

REMEDIES

12.1.

Except as otherwise provided herein, all rights of termination, cancellation or other remedies prescribed in this Agreement, or otherwise available, are cumulative and are not intended to be exclusive of other remedies to which the injured Party may be entitled in case of any breach or threatened breach by the other Party of any provision of this Agreement, and use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing the provisions of this Agreement.

13.

CONFIDENTIALITY AND PUBLICITY

13.1.

All information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”).

13.2.

During the term of this Agreement, and for a period of one (1) year thereafter, Recipient shall

13.2.1.

use it only for the purpose of performing under this Agreement,

13.2.2.

hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and

13.2.3.

safeguard it from unauthorized use or Disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information.

13.3.

Recipient shall have no obligation to safeguard Confidential Information

13.3.1.

which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,

13.3.2.

which becomes publicly known or available through no breach of this Agreement by Recipient.

13.3.3.

which is rightfully acquired by Recipient free of restrictions on its Disclosure, or

13.3.4.

which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

13.4.

Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed.

13.5.

Each Party agrees that in the event of a breach of this §13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.

13.6.

Unless otherwise agreed, neither Party shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, symbols or words from which the other Party’s name may reasonably be inferred or implied in any product, service, advertisement, promotion, or any other publicity matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.

13.7.

Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.

13.8.

Except as otherwise expressly provided in this § 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.

14.

DISCLAIMER OF WARRANTIES

14.1.

EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY MAKES ANY

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO QUALITY, FUNCTIONALITY OR CHARACTERISTICS OF THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR STATEMENT MADE BY EITHER PARTY OR ANY OF ITS AGENTS OR EMPLOYEES, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY SPECIFICATIONS, DESCRIPTIONS OR STATEMENTS PROVIDED OR MADE SHALL BE BINDING UPON EITHER PARTY AS A WARRANTY.

15.

ASSIGNMENT AND SUBCONTRACT

15.1.

If any Affiliate of either Party succeeds to that portion of the business of such Party that is responsible for, or entitled to, any rights, obligations, duties, or other interests under this Agreement, such Affiliate may succeed to those rights, obligations, duties, and interest of such Party under this Agreement. In the event of any such succession hereunder, the successor shall expressly undertake in writing to the other Party the performance and liability for those obligations and duties as to which it is succeeding a Party to this Agreement. Thereafter, the successor Parry shall be deemed Carrier or Sprint and the original Party shall be relieved of such obligations and duties, except for matters arising out of events occurring prior to the date of such undertaking.

15.2.

Except as provided in §15.1, any assignment of this Agreement or of the work to be performed, in whole or in part, or of any other interest of a Party hereunder, without the other Party’s written consent, which consent shall not be unreasonably withheld or delayed, shall be void.

16.

GOVERNING LAW

16.1.

This Agreement shall be governed by and construed in accordance with the Act, the FCC’s Rules and Regulations and orders of the Commission, except insofar as state law may control any aspect of this Agreement, in which case the domestic laws of the Commission’s state, without regard to its conflicts of laws principles, shall govern.

17.

RELATIONSHIP OF PARTIES

17.1.

It is the intention of the Parties that each Party shall be an independent contractor and nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other.

18.

NO THIRD PARTY BENEFICIARIES

18.1.

The provisions of this Agreement are for the benefit of the Parties hereto and not for any other person, and this Agreement shall not provide any person not a party

hereto with any remedy, claim, liability, reimbursement, right of action, or other right in excess of those existing without reference hereto. This shall not be construed to prevent Carrier from providing its Telecommunications Services to other carriers.

19.

NOTICES

19.1.

Except as otherwise provided herein, all notices or other communication hereunder shall be deemed to have been duly given when made in writing and delivered in person or deposited in the United States mail, certified mail, postage prepaid, return receipt requested and addressed as follows:


If to Sprint:	Director	If to	David Woodsmall
	Local Carrier Markets	CLEC:	V.P. - Legal & Regulatory
	Sprint		Mpower Communications Corp.
	6480 Sprint Parkway		175 Sully’s Trail, Suite 300
	KSOPHM0310-3A453		Pittsford, NY 14534
	Overland Park, KS 66251
		Copy to:	Scott Sarem
			V.P. - Strategic Relations
			Mpower Communications Corp.
			2 Executive Circle, Suite 270
			Irvine, CA 92614

19.2.

If delivery, other than certified mail, return receipt requested, is used to give notice, a receipt of such delivery shall be obtained and the notice shall be effective when received. If delivery via certified mail, return receipt requested, is used, notice shall be effective when sent. The address to which notices or communications may be given to either Party may be changed by written notice given by such Party to the other pursuant to this § 19.

20.

WAIVERS

20.1.

No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and properly executed by or on behalf of the Party against whom such waiver or consent is claimed.

20.2.

No course of dealing or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term, right or condition.

20.3.

Waiver by either party of any default by the other Party shall not be deemed a waiver of any other default.

21.

SURVIVAL

21.1.

Termination of this Agreement, or any part hereof, for any cause shall not release

either Party from any liability which at the time of termination had already accrued to the other Party or which thereafter accrues in any respect to any act __ omission occurring prior to the termination or from an obligation which is expressly stated in this Agreement to survive termination including but not limited to §§ 6, 7, 8, 9, 10, 13, 18, 20, and 23.

22.

FORCE MAJEURE

22.1.

Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts, strikes, work stoppage affecting a supplier or unusually severe weather. No delay or other failure to perform shall be excused pursuant to this §22 unless delay or failure and consequences thereof are beyond the control and without the fault or negligence of the Party claiming excusable delay or other failure to perform. Subject to §4, in the event of any such excused delay in the performance of a Party’s obligation(s) under this Agreement, the due date for the performance of the original obligation(s) shall be extended by a term equal to the time lost by reason of the delay. In the event of such delay, the delayed Party shall perform its obligations at a performance level no less than that which it uses for its own operations. In the event of such performance delay or failure by Sprint, Sprint agrees to resume performance in a nondiscriminatory manner and not favor its own provision of Telecommunications Services above that of CLEC.

23.

DISPUTE RESOLUTION

23.1.

The Parties recognize and agree that the Commission has continuing jurisdiction to implement and enforce all terms and conditions of this Agreement. Accordingly, the Parties agree that any dispute arising out of or relating to this Agreement that the Parties themselves cannot resolve may be submitted to the Commission for resolution. If the Parties are unable to resolve the dispute, the Parties agree to seek expedited resolution by the Commission, and shall request that resolution occur in no event later than sixty (60) days from the date of submission of such dispute. If the Commission appoints an expert(s) or other facilitators) to assist in its decision making, each party shall pay half of the fees and expenses so incurred. During the Commission proceeding each Party shall continue to perform its obligations under this Agreement provided, however, that neither Party shall be required to act in any unlawful fashion. This provision shall not preclude the Parties from seeking relief available in any other forum.

23.2.

If any matter is subject to a bona fide dispute between the Parties, the disputing Party shall within thirty (30) days of the event giving rise to the dispute, give written notice to the other Party of the dispute and include in such notice the specific details and reasons for disputing each item.

23.3.

If the Parties are unable to resolve the issues related to the dispute in the normal course of business within thirty (30) days after delivery of notice of the Dispute, to the other Party, the dispute shall be escalated to a designated representative who has authority to settle the dispute and who is at a higher level of management than the persons with direct responsibility for administration of this Agreement The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the dispute and negotiate in good faith in an effort to resolve such dispute, but in no event shall such resolution exceed 60 days from the initial notice. The specific format for such discussions will be left to the discretion of the designated representatives, provided, however, that all reasonable requests for relevant information made by one Party to the other Party shall be honored.

23.4.

After such period either Party may file a complaint with the FCC or the Commission.

24.

COOPERATION ON FRAUD

24.1.

The Parties agree that they shall cooperate with one another to investigate, minimize and take corrective action in cases of fraud. The Parties’ fraud minimization procedures are to be cost effective and implemented so as not to unduly burden or harm one party as compared to the other.

25.

TAXES

25.1.

Any Federal, state or local excise, license, sales, use, or other taxes or tax-like charges (excluding any taxes levied on income) resulting from the performance of this Agreement shall be borne by the Party upon which the obligation for payment is imposed under applicable law, even if the obligation to collect and remit such taxes is placed upon the other Party. Any such taxes shall be shown as separate items on applicable billing documents between the Parties. The Party obligated to collect and remit taxes shall do so unless the other Party provides such Party with the required evidence of exemption. The Party so obligated to pay any such taxes may contest the same in good faith, at its own expense, and shall be entitled to the benefit of any refund or recovery, provided that such party shall not permit any lien to exist on any asset of the other party by reason of the contest. The Party obligated to collect and remit taxes shall cooperate fully in any such contest by the other Party by providing records, testimony and such additional information or assistance as may reasonably be necessary to pursue the contest.

26.

AMENDMENTS AND MODIFICATIONS

26.1.

No provision of this Agreement shall be deemed waived, amended or modified by either party unless such a waiver, amendment or modification is in writing, dated, and signed by both Parties.

27.

SEVERABILITY

27.1.

Subject to § 3.2, if any part of this Agreement is held to be invalid for any reason, such invalidity will affect only the portion of this Agreement which is invalid. In all other respects this Agreement will stand as if such invalid provision had not been a part thereof, and the remainder of the Agreement shall remain in full force and effect.

28.

HEADINGS NOT CONTROLLING

28.1.

The headings and numbering of Sections and Parts in this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Agreement.

29.

ENTIRE AGREEMENT

29.1.

This Agreement, including all Parts and Parts and subordinate documents attached hereto or referenced herein, all of which are hereby incorporated by reference herein, constitute the entire matter thereof __ and supersede all prior oral or written agreements, representations, statements, negotiations, understandings, proposals, and undertakings with respect to the subject matter thereof.

30.

SUCCESSORS AND ASSIGNS

30.1.

This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and permitted assigns.

31.

IMPLEMENTATION PLAN

31.1.

This Agreement sets forth the overall standards of performance for services, processes, and systems capabilities that the Parties will provide to each other, and the intervals at which those services, processes and capabilities will be provided. The Parties understand that the arrangements and provision of services described in this Agreement shall require technical and operational coordination between the Parties. Accordingly, the Parties agree to form a team (the “Implementation Team”) that shall develop and identify those processes, guidelines, specifications, standards and additional terms and conditions necessary to support the terms of this Agreement. Each Party shall designate, in writing, no more than four (4) persons to be permanent members of the Implementation Team; provided that either Party may include in meetings or activities such technical specialists or other individuals as may be reasonably required to address a specific task, matter or subject. Each Party may replace its representatives by delivering written notice thereof to the other Party.

31.2.

The agreements reached by the Implementation Team shall be documented in an operations manual (the “Implementation Plan”) within one hundred-twenty (120) days of both Parties having designated members of the Implementation Team. The Implementation Plan shall address the following matters, and may include any other matters agreed upon by the Implementation Team:

31.2.1.

the respective duties and responsibilities of the Parties with respect to the administration and maintenance of the interconnections (including signaling) specified in Part 3 and the trunk groups specified in Part 4 and, including standards and procedures for notification and discoveries of trunk disconnects;

31.2.2.

disaster recovery and escalation provisions;

31.2.3.

access to Operations Support Systems functions provided hereunder, including gateways and interfaces;

31.2.4.

escalation procedures for ordering, provisioning, billing, and maintenance;

31.2.5.

single points of contact for ordering, provisioning, billing, and maintenance;

31.2.6.

service ordering and provisioning procedures, including provision of the trunks and facilities;

31.2.7.

provisioning and maintenance support;

31.2.8.

conditioning and provisioning of collocation space and maintenance of Virtually Collocated equipment;

31.2.9.

procedures and processes for Directories and Directory Listings;

31.2.10.

billing processes and procedures;

31.2.11.

network planning components including time intervals;

31.2.12.

joint systems readiness and operational readiness plans;

31.2.13.

appropriate testing of services, equipment, facilities and Network Elements;

31.2.14.

monitoring of inter-company operational processes;

31.2.15.

procedures for coordination of local PIC changes and processing;

31.2.16.

physical and network security concerns;

31.2.17.

Completion of CLEC Checklist and supporting documentation to establish a billing account; and

31.2.18.

such other matters specifically referenced in this Agreement that are to be agreed upon by the Implementation Team and/or contained in the Implementation Plan.

31.3.

The Implementation Plan may be amended from time to time by the Implementation Team, as the team deems appropriate. Unanimous written consent of the permanent members of the Implementation Team shall be required for any action of the Implementation Team. If the Implementation Team is unable to act, the existing provisions of the Implementation Plan shall remain in full force and effect.

32.

FEDERAL JURISDICTIONAL AREAS

32.1.

Article 1, §8, Clause 17 of the United States Constitution provides the authority to Congress to exercise exclusive jurisdiction over areas and structures used for military purposes (Federal Enclaves). Thus, Telecommunications Services to such Federal Enclaves are not subject to the jurisdiction of the Commission. The Parties agree that Services provided within Federal Enclaves are not within the scope of this Agreement.