20080122Application.pdf

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elltel . Pro' 2: 4910ua J~N 2.2
Jim Porter
Senior Analyst-Carer Relations
1 Alled Dr. B5F03
Litte Rock, AR 72202
Tel: [phone]
Fax: [phone]
Jim.porter(g alltel.com
kto --t -0 8-6 (
Januar 17, 2008
VI OVERNGHT MAIL
Mrs. Jean Jewell
Secreta to the Commssion
Idaho Public Utilities Commssion
472 West Washington Street
Boise, Idaho 83702
RE: Loal Interconnection Agreement between ALL TEL Communications LLC and
Project Mutual Telephone Cooperative Association, Inc.
Dear Mrs. Jewell:
ALLTEL Communications LLC ("ALLTEL") hereby submit for approval by the Idao
Public Utilities Commssion ("Commssion) the enclosed Interconnection and Traffic
Exchange Agreement ("Agreement") which provides for interconnection and exchange of
trafc between ALL TEL and Project Mutual Telephone Cooperative Association, Inc.
("PMT ). Ths agreement was reached though volunta negotiations without resort to
mediation or arbitration and is submitted for approval pursuant to Section 252( e) of the
Communications Act of 1934, as amended by the Telecommunications Act of 1996 ("the
Act") and the requirements of Idaho Admstrative Code, 31.42., Rule 408.
Section 252(e)(2) of the Act diects that a state Commssion may reject an agreement
reached though volunta negotiations only if the Commssion finds that
. the agrement (or porton thereof) discriates against a telecommuncations
carer not a pary to the agrment, or
. the implementation of such agreement or porton is not consistent with the public
interest, convenience and necessity.
.R
Mrs. Jea Jewell
October 26, 2007
Page 2
ALLTEL respectflly submits that the Agreement provides no basis for either of these
findings, and therefore requests that the Commssion approve the Agreement
expedtiously. First, the Agreement does not discriminate against any other
telecommunications carer beause ALL TEL has made the terms of the Agreement
available to other carers. Second, the Agreement is consistent with the public interest as
identified in the pro-competitive policies of the State of Idaho, the Commssion, the US.
Congrss and the Federal Communications Commssion. The Agreement wil enable the
local connection to provide service to, and interconnect with, a greater number of
telecommunications customers in Idao. Expedtious approval of ths Agreement wil
faciltate immedate competition in the telecommunications market.
ALL TEL fuer reuests that the Commssion approve ths Agreement without a
hearng and without allowing the intervention of other pares. Because" ths Agreement
was reached though volunta negotiations, it does not raise issues requig a hearng
and does not concern other pares not a par of the negotiations. Expetious approval
would fuer the public interest.
Enclosed are an original and seven copies of ths filing as speified in IDAP A
31. 01.01(061 )(01)( c).
If you have any questions regarding ths matter, pleae contact me per the information
included above.
Very trly yours,
~f/r
Senior Analyst-Carer Relations
cc: Charles Creason
Enclosures
1.
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¿DUB JAN 22 Prl 2: 49
,A-f'-o8-o
INTERCONNECTION AN RECIPROCAL COMPENSATION
AGREEMENT
By and Between
Project Mutual Telephone Cooperative Association, Inc.
And
A1ltel Communications, Inc.
For the State of
Idaho
01/03/07 Final draft
\.
INTERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
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Attachment A
01/03/07 Final draft
Table of Contents
Definitions
Interpretation and Constrction
Scope
Interconnection Methods and Facilties
Routing of Traffic
Compensation
Bilg and Payment
Notice of Changes
General Responsibilties of the Partes
Term and Termination
Cancellation Charges
Non-Severabilty
Indemnifcation
Auditing Procedures
Limitation of Liabilty
Disclaimer
Regulatory Approval
Pending Judicial Appeals and Reglatory Reconsideration
Most Favored Nation Provision
Compliance
Independent Contractors
Force Majeure
Confidentialty
Governing Law
Assignment
Release
Non-Waiver
Notices
Trouble Reportng
Publicity and Use of Trademarks or Servce Marks
No Third Part Beneficiaries; Disclaimer of Agency
No License
Technology Upgrades
Entire Agreement
Dispute Resolution
Rates and Factors
Page 2 of25
..
INERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
Ths Interconnection and Reciprocal Compensation Agreement ("Agreement") is effective as of
the 1+1 day of Sept~b.r2oo7 (the "Effective Date"), by and between Project Mutu Telephone
Cooperative, Association, Inc.("PMT") with offces at 507 G St, Rupe, Idao 83350 and Alltel
Communcations, Inc. a Delaware corporation, for itself and its wieless affliates and solely with
respect to its operations as a CMRS provider ("Alltel") with offces at One Allied Drve, Little
Rock, Arkasas 72202. Hereinafter, "Party" mean either PMT or Alltel and "Pares" mean
PMT and Alltel.
WHREAS, Alltel is authorized by the Federal Communications Commssion ("FCC") to
provide Commercial Mobile Rado Servces ("CMRS");
WHREAS, PMT is a local exchage carer holding a cerificate of authority to provide local
exchange telecommuncations services in cer exchanges with the state of Idao.
WHREAS, PMT and Alltel exchange calls between their networks and wish to establish
Interconnection and Reciprocal Compensation argements for exchanging trffc as speified
below;
WHEREAS, the paries intend this Agreement provide for the mutu exchage and reciprocal
compensation of Traffc in accordance with Section 251(b)(5) of the Telecommuncations Act of
1996, and which is intended to supercede any previous argements between the Pares relatig
to such Traffc.
NOW, THEREFORE, in consideration of the mutu provisions contained herein and other goo
and valuable consideration, the receipt and suffciency of which ar hereby acknowledged, PMT
and Alltel hereby agree as follows:
1. Definitions
Special meangs are given to common words in the telecommuncations industr, and
coined words and acronyms are common in the custom and usage in the industr. Words
used in ths contrct are to be understood accordig to the custom and usage of the
telecommuncations industr, as an exception to the generl rule of contract interpretation
that words are to be understood in their ordin and popular sene. In addition to ths
rule of interpretation, the followig terms used in ths Agrement shall have the meangs
as specified below:
1.1. "Act" means the Communcations Act of 1934 (47 U.S.C. Section 151 et seq.), as
amended.
01/03/07 Final draft
Page 3 of25
'i
INERCONNCTION AND RECIPROCAL COMPENSATION AGREEMENT
Alltel Communcations, Inc. and PMT Telephone Company
Idao
1.2. "Aff"ilate" means a person that (directly or indirectly) owns or controls, is owned
or controlled by, or is under common ownership or control with, another peron.
For puroses of ths paragrph, the term "own" mean to own an equity interest
(or the equivalent thereof) of more than 10 percent.
1.3. "Central Offce Switch" mean a PMT switch used to provide
Telecommuncations Servces, including, but not limite to the followig:
(a) "End Offce Switch" is a switch in which the subscrber station loops are
terminated for connection to either lines or tr. The subscrber receives
terminating, switchig, signaling, transmission, and related fuctions for a defied
geographic area by means of an End Offce Switch.
(b) "Remote End Offce Switch" is a switch in which the subscrber station
loops are terminated. The control equipment providing terminting, switchig,
signaling, transmission and related fuctions would reside in a Host Offce
Switch. Local-switching capabilities may be resident in a Remote End Offce
Switch.
(c) "Host Offce Switch" is a switch with centrized control over the fuctions
of one or more Remote End Offce Switches. A Host Offce Switch can sere as
an End Offce Switch as well as providing services to other Remote End Offces
requirig terminating, signaling, transmission, and related fuctions includig
local switching.
(d) "Tandem Switch" is a switchig system that connects and switches tr
circuits between and among Centr Offce Switches, Mobile Switching Centers,
and IXC networks. A Tandem Switch can also provide Host Offce Switch or
End Offce Switch fuctions.
A Centrl Offce Switch may also be employed as a combination of any or all of
the above switch tyes.
1.4. "Commercial Mobile Radio Servces" or "CMR" has the meang given to
the term in the Par 20, FCC Rules
1.5. "Commission" means the Idao Public Utilities Commssion.
1.6. "Direct Interconnection" means either a one-way or two-way connection
between the PMT network and the Alltel network.
1.7. "End User" means, whether or not capitaized, any business, residential or
governental customer of services provided by a Par, and includes the term
"Customer". More specific meangs of either of such terms are dependent upon
the context in which they appear in the Agreement and the provisions of the Act.
01/03/07 Final draft
Page4of25
INERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
1.8. "FCC" means the Federal Communcations Commssion.
1.9. "Interconnection" has the meang given the term in the Act and refer to the
services, equipment, facilties, or platforms between or with networks for the
purose of trsmission and routing of Telecommuncations Traffc.
1.10. "Interexchange Carrier" or "IXC" means a carer that provides or cares,
directly or indirectly, toll Traffc.
1.11. "InterMT A Traffc" is Traffc that origites in one MT A and termintes in a
different MTA.
1.12. "Local Servce Area" means, for Alltel origiated trffc, all intrTA trffc
and for PMT origiated traffc, its local calling area inclusive of Extended Area
Service (EAS), Extended Local Calling (ELC), Metropolita Calling Area (MCA)
or similar expanded local calling areas that identify a rate center where the
originating caller has local calling to any NP AN in that rate center.
1.13. "Local Exchange Carrier" or "LEC" is as defied in the Act.
1.14. "Location Routing Number" or "LRN" is a ten digit routig number tht
identifies the terminating switch for a telephone number tht ha been ported.
1.15. "Major Trading Area" or "MTA" mean Major Trading Area as defied by the
FCC in 47 C.F.R. Par 24.202(a).
1.16. "Mobile Switching Center" or "MSC" mean Alltel facilties and related
equipment that perform the switchig for the routing of calls from and among its
End Users and other Telecommuncations Carer networks. The MSC is also
used to connect and switch tr circuits with the Alltel network and between
the Alltel network and the public switched telephone network.
1.17. ''N-l Carrer" means that carer in the call routig process imediately precedng
the terminating carer and as fuer defied by the Nort Amercan Numbeg
CounciL.
1.18. "NPA" or the "Number Plan Area" also referred to as an "ara code" refer to
the thee-digit code which precedes the NX in a dialing sequence and identifies
the general callng area withn the Nort Amercan Numberig Plan scope to
which a call is routed to (i.e., NPAI-XX).
1.19. "NXX" means the thee-digit code, which appear as the fit thee digits of a
seven-digit telephone number within a valid NP A or area code.
1.20. "Party" means either PMT or Alltel, and "Partes" means PMT and Alltel.
01/03/07 Final draft
Page 5 of25
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INTERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
1.21. "Point of Interconnection" or "POI" means that technically feasible point of
demarcation where the exchange of trffic between the Paries taes place: When
the Paries are directly interconnected, the physical location where the networks
of the two Paries are interconnected to exchange Telecommuncations Trac,
and when the Paries are indiectly interconnected, the point where the network of
the Third Par Provider the delivers the Traffc is inteconnected with the
terminating Par's network.
1.22. "Rate Center" means the specific geogrphic point and correspondig
geographic area that is associated with one or more NPA-NXX codes that have
been assigned to a LEC for its provision of telecommuncations serices.
1.23. "Reciprocal Compensation" means an argement between two carers in
which each receives compensation from the other carer for the Trasport and
Termination on each carer's network of Telecommuncations Traffc tht
origiates on the network facilities of the other carer.
1.24. "Telecommunications" means the trsmission, between or among points
specified by the End User, of information of the End User's choosing, without
change in the form or content of the information as sent and received.
1.25. "Telecommunications Carrer" means any provider of Telecommunications
services, except that such term does not include aggregators of
telecommuncations services (as defied in 47 U.S.C. Section 226(a)(2)).
1.26. "Telecommunications Traffc" or "Traffc" is Telecommuncations that is
origiated and terminted between a LEC and a CMRS provider withn the same
Major Trading Area (MTA), regardless of whether it is trported by a thd
par. Telecommuncations Traffc includes Local Serce Area Traffc,
InterMT A Traffc, and Trasiting Traffc.
1.27. "Termination" means the switchig of Telecommuncations Traffc at the
terminating carer's End Offce Switch, or equivalent facility, and deliver of
such trffic to the called par.
1.28. "Third Part Provider" shall mean any facilties-based telecommuncations
carer, including, without limitation, interexchage carers, independent
telephone companes, or competitive local exchange carers that car Traitig
Traffc. The term shall not mean resellers of a LEC's local exchange serces or
resellers of a CMRS service.
1.29. "Transiting Traffc" means trffc between two Telecommuncations Carer,
cared by a Thd Par Provider tht neither origintes nor termates tht trffc
on its network while acting as an intermediar.
01/03/07 Final draft
Page 60f25
INTERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
1.30. "Transport" means the trsmission and any necessar tadem switching of
Telecommuncations Traffc subject to §251(b)(5) of the Act from the
interconnection point between two carers to the terminatig carer's end offce
switch tht directly serves the called Par, or equivalent facility provided by a
thid par provider.
2. Interpretation and Constrction
All references to Sections and Attchments shall be deemed to be references to Sections
of, and Attchments to, ths Agreement unless the context shall otherwse requie. The
headings of the Sections and Attchments are inserted for convenience of reference only
and are not intended to be a par of or to affect the meang of this Agreement. Unless
the context shall otherwse require, any reference to any agreement, other instrent or
other thd Par offerig, guide or practice, statute, regulation, rule or taff is for
convenience of reference only and is not intended to be a par of or to affect the meang
of a rule or taff as amended and supplemented from time-to-time (and, in the case of a
statute, reguation, rule or taff to any successor provision).
Ths Agreement is the joint work product of the Pares and has been negotiated by the
Paries and shall be fairly interpreted in accordance with its terms and, in the event of any
ambiguities, no inferences shall be drwn against either Pary.
The Paries enter into ths Agreement without prejudice to any position they may tae
with respect to similar futue agreements between the Paries or with respect to positions
they may have taen previously, or may tae in the futue in any legislative, reguatory or
other public foru addressing any matters, includig matters related to the rates to be
charged for Transport and Termination of Traffc or the tyes of argements prescrbed
by this Agreement.
3. Scope
This Agreement is intended, inter alill to describe and enable specific Interconnection
and Reciprocal Compensation argements between the Paries. Ths Agreement does
not obligate either Par to provide arangements not specifically provided for herein.
Ths Agreement establishes the methodology for the exchange of and compensation for
Traffc originated on the network of Alltel, trsited via the network of a Thd Par
Provider and terminated on the network ofPMT, or delivered directly to, and terated
by PMT, or originated on the network ofPMT, transited via the network ofa Thd Par
Provider and terminated on the network of Alltel, or delivered directly to, and terinated
by Alltel.
Puuat to this Agreement, the Paries will extend certin arangements to one another as
needed to meet the requirements of this Agreement. Ths Agreement reflects a balancing
of interests critical to the Paries.
01/03/07 Final draft
Page 7 of25
INTERCONNCTION AND RECIPROCAL COMPENSATION AGREEMENT
Alltel Communcations, Inc. and PMT Telephone Company
Idao
3.1 Each Par's NPAls and network routing information ar listed in
Telcordia's Local Exchange Routing Guide ("LERG"). The Opating Company
Number ("OCN") for each Par in the state of Idao are:
3.1.1 AllteIOCN: 5027,6293
3.1.2 PMT OCN: 2231,3816
3.2 The Paries have not addressed the basis for intercarer compensation relating to
enhanced services and Internet trffc. The Paries agree tht such trffc between
them, if any, is presently de mins. If a Par has reason to believe that
enhanced service and Internet trffc is not de mins, that Par may reopen
negotiations to determine an appropriate method for identifyg, trsportg, and
determing the compensation for such trffc. If the Paries are unble to reach
agreement, the matter shall be resolved using the aritrtion procedures under the
Act.
3.3 The Paries agree that ths Agreement does not provide for the ex.chage of
911Æ911 traffc.
4. Interconnection Methods and Facilties
Ths Section describes the methods with which the Pares to ths Agreement may
interconnect their respective networks for the Trasport and Termnation of Traffc.
4.1. Indirect Method of Interconnection. The Paries agree that in event of a failure in
the direct interconnection between the paries described below, the paries may
deliver traffc from its network though a Third Par Provider and thus be
indirectly connected with the other Par for the delivery of Traffic origiated on
its network.
4.1.1. When trffc is indirectly exchanged via an originating Par's use of one
or more Thd Par Providers, the origiatig Par shall be responsible
for the cost to deliver that Par's origiated Traffc to the point where the
terminatig Par's network interconnects with the network of the carer
that delivers the Traffc to the terminating Par.
4.1.2. Each Par is individually responsible for negotiatig their own
agreements with any Third Par Provider.
4.2. Direct Interconnection.
4.2.1. Direct Interconnection facilities provide a tr side connection between
the Paries' networks. The Paries have agreed to establish a two-way
Direct Interconnection at a mutuly agreed upon POI in Ruper for the
01/03/07 Final draft
Page 8 of25
i
INTERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
exchange of Traffc between the Alltel and PMT networks, and have
agreed that this method of interconnection shall be the primar connection
between the Paries' networks.
4.2.2. The Paries shall provide each other a forecast of projected Traffc volume
for each point of interconnection when significant chages in trafc
patterns are anticipated. The Paries agree to work coopeatively to
determine the number of tr needed to handle the estiated trffc.
4.2.3. Alltel will accept 100 percent (100%) of the financial responsibilty to
deliver its origiated trffc to and receive PMT origiated trffc from the
Direct Interconnection POI in Rupert.
4.2.4. PMT will accept 100 perent (100%) of the finacial responsibility to
deliver its origiated trffc to and receive Alltel origiated trc from
the Direct Interconnection POI in Rupert.
4.3. Additional Direct Interconnection Methods Available to Alltel. Alltel has
purchased diect tred trsport from Syrga Networks (a Thd Par
Provider) for the delivery of such trffc. Alternatively, Alltel may provide its
own facilties and transport for the delivery of trffc from its network to a POI
withi PMT's network.
4.4. Techncal Requiements and Stadads. Each Par wil provide the servces in
this Agreement to the other Par at a stadad at least equa in quality and
performance to tht which the Par provides itself and others. Either Par may
request, and the other Par will provide, to the extent techncally feasible,
services that are superior or lesser in quaity than the providig Par provides to
itself, provided, however, tht such servces shall be considered special requests,
and will be handled on a case-by-case basis.
4.5. Impairment of Service.
4.5.1. The characteristics and methods of operation of any circuits, facilties or
equipment of either Par connected with the servces, facilties or
equipment of the other Par pursuat to ths Agreement shall not interfere
with or impair service over any facilities of the other Par, its affliated
companes, or its connecting and concurg caers involved in its
services, cause daage to their plant, violate any applicable law or
regulation regardig the invasion of privacy of any communcations
cared over the Par's facilties or create hazards to the employees of
either Pary or to the public ("Impairent of Serice").
01/03/07 Final draft
Page 9 of25
INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
4.5.2. If either Par causes an Impairment of Service, the Par whose network
or service is being impaired (the "Impaied Par") shall promptly notify
the Par causing the Impairent of Service (the "Impaig Par") of the
natue and location of the problem and that, uness promptly rectified, a
tempora discontinuace of the use of any circuit, facilty or equipment
may be required. The Impairig Par and the Impaired Par agree to
work together to attempt to promptly resolve the Impairent of Servce.
If the Impairng Par is unable to promptly remedy the Impaient of
Service, then the Impaird Par may at its option temporarly discontiue
the use of the affected circuit, facility or equipment.
5. Routing of Traffic
Ths Section provides the terms and conditions for the proper routig exchange of Trac
between the Paries' respective networks.
5. i. Indirect Connection via a Thd Par Provider. As an alterative to routing Local
Traffc covered by ths agreement though a Direct Interconnection, in the event
of a failure of the direct interconnection facilities, either Par may choose to
temporarly route traffc from its network though a Thd Par Provider to the
terminating Par's POI with the Thd Par Provider.
5.2. Mobile to Lad Traffc - Direct Interconnection. Alltel shall be responsible for
the delivery of Traffc from its network to the appropriate Point of
Interconnection with PMT's network for the Transport and Termination of such
traffc by PMT to one of its End Users.
5.3. Lad to Mobile Traffc - Direct Interconnection.
5.3.1. PMT shall be responsible for the delivery of trffc from its End Users
connected to its network to the appropriate Point of Interconnection with
Alltel's network for the Trasport and Termination of such traffc by Alltel
to an End User.
5.3.2. PMT shall deliver all origiating Local Service Area trffc bound for
Alltel to the direct connection(s).
5.4. Dialing Party and N-l Carer Obligations. Both Pares agree to adhere to
dialing party obligations including 'N-I carer' database query and routig
obligations.
5.41. For any NPAN line numbers assigned to Alltel that have a rate center
associated with a Local, EAS, ELC, MCA exchage or simlar program,
PMT wil route all land-to-mobile trffc to Alltel utilizg End User
dialing patterns undifferentiated from those provided to any carer's
number assigned to the same rate center.
01/03/07 Final draft
Page 10 of25
"
INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
5.4.2. Each Par wil ensur that number portbilty database queres are
performed on all calls routed via Direct Interconnection.
6. Compensation
The Paries agree to the rates referenced in Attchment A for the services to be provided
puruat to ths Agreement.
6.1. Local Telecommunications Traffc. The Pares shal reciprocally and
symetrcally compensate one another for IntrMT A Traffc at the rates set fort
in Attchment A Sections i and 2.
6.2. InterMTA Traffc. The Pares contemplate that they may exchange incidenta
volumes of InterMT A Traffc under ths Agreement. Alltel shall compensate
PMT for wireless to wire line InterMTA Traffc at its published interstate NECA
access rates.
6.3. Direct Interconnection Facilties. Alltel wil be responsible for diect tr
transport facilties to PMT's POI in Rupert, and shal pay to PMT chael
termination charges at the rate of $190 per DS 1 per month.
6.4. Bil-and-Keep. The Traffc exchanged between the paries has been determed
to be withn plus or minus ten (10) percentage points of fift (50) percent of the
Traffc origiated by both paries (i.e., with 40% to 60% of total two-way
trffc), accordingly, all Traffc wil be compensated using bil and keep, such that
neither par shall bil the other pursuat to Attchment A, Sections i, 2, and 3.
7. Bilng and Payment
7.1. The Paries shall bil each other on a monthy basis for the serices provided
under this Agreement in accordance with the rates and chages set fort in Section
5 and Attchment A.
7.2. Each Par wil only charge the other Par for actul usage, except tht Alltel
wil be relieved of ths obligation so long as the Reciprocal Compensation Credt
method of biling is used.
7.3. In the event actul detaled biling records are not available (e.g. if traffc is routed
via a Third Par Provider), sumar biling reports may be utilized.
7.4. Usage measurement for calls shall begin when Answer Supervision or equivalent
SS7 message is received from the terminating offce and shall end at the time of
call disconnect by the calling or called customer, whichever occur fit.
7.5. Minutes of use ("MOU"), or fractions thereof, shall not be rounded upward on a
per-call basis, but wil be accumulated over the biling period. At the end of the
biling period, any remaining fraction shall be rounded up to the nearest whole
01/03/07 Final draft
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INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
minute to arve at total bilable minutes for each Interconnection. MOU shall be
collected and measured in minutes, seconds, and tenths of seconds.
7.6. Each Par shall include suffcient detail of MOUs on its invoices to enable the
other Pary to reasonably verify the accuracy of the usage, charges, and credits.
7.7. The Paries shall pay invoiced amounts with fort-five (45) days of receipt of
the invoice. For invoices not paid when due, late payment charges wil be
assessed on the past due balance, until paid, at a rate equal to 12% per anum,
except as provided in Section 7. 14.
7.8. In the event the Traffc terminated on the Paries' respective networks is at or
below 1,000 minutes per month, the Traffc shall be considered de minus. The
Paries agree that the only compensation for such de minus Traffc will be in
the form of the reciprocal Trasport and Termination services provided by the
other Par, and no bilings wil be issued by either Par.
7.9. Alltel may elect to use a Reciprocal Compensation Credit in lieu of submittg
invoices to PMT for Reciprocal Compensation.
7.9.1. Alltel shall provide PMT not less th sixty (60) days prior wrtten notice
when changig its election to use actu recorded MOU to bil PMT rather
than receive the Reciprocal Compensation Credit. In such event, Alltel
wil be then responsible for measurg the monthy Telecommuncations
Traffc, measured by minutes of use, terminating into its network from
PMT's network and shall bil PMT on a going forward basis using the
rates set fort in Attchment A.
7.9.2. The Reciprocal Compensation Credit amount shall be determined by PMT
monthly, and reflected on the PMT invoice to Alltel as a credit agait the
amounts due and payable from Alltel to PMT.
7.9.3. The reciprocal compensation credit will be calculated as follows: Divide
the total number of monthly measured minutes of use origiated by Alltel
and terminated on PMT's network by the Mobile to Land Traffc Factor.
The total calculation will then be multiplied by the Land to Mobile Traffc
Factor to arve at the total minutes of use terminated on Alltel's network
per month. This monthy total wil be multiplied by the rates set fort in
Section 6.1 to obtain the Reciprocal Compensation Credit for the month.
For example, PMT determines that 10,000 minutes of Alltel origited
Traffc has been delivered to it in a given biling period: The Pares will
assume that 8, i 82 minutes of land originated calls were delivered by PMT
to Alltel for termtion (10,000/.55 multiplied by .45).
7.9.4. It is agreed that the Traffc Factors set fort on Attchment A Section 2
represent a reasonable estimate of the ratio of Traffc origiated and
terminated by the Paries, considerg the anticipated mix of Traffc routed
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Alltel Communications, Inc. and PMT Telephone Company
Idao
between the paries. Either Par may, at its option, request modification
of the Factors, on a going forward basis, based on the results of a traffc
study conducted for Traffc originated by or terminating to the Pars End
Users. These factors may be modified, but no more th once anualy. If
the Pares are unable to reach agreement for modification of the Lad to
Mobile Factor, either Par may request resolution of the dispute puruat
to Section 35 of ths Agreement.
7.10. Taxes. The Par collecting revenue shall be responsible for collecting, reportg
and remitting all appropriate taes associated therewith. PMT is responsible for
taes on PMT revenues and Alltel is responsible for taes on Alltel revenues
whether or not shown as a credit on the PMT invoice to Alltel.
7.11. Biling notices. All bils rendered by one Par to the other Par under this
Agreement shall be delivered to the followig locations.
Alltel Communcations, Inc.
c/o Control Point Solutions
3655 North Point Pkw, Suite 200
Alpharett, GA 30005
Att: Erika Owens
Project Mutul Telephone Comp
507 G St,
Rupert. Idaho
Att: Richard Bruey
7.12. Biling inquires. All bil inquires by one Par to the other Par under ths
Agreement shall be directed to the following locations.
Alltel Communcations, Inc.
Wholesale Biling Serices
Phone Number: 1-800-351-4241
Email: ACI.CABS.Alltel.com
PMT Telephone Company
Contact Name:_ Richad Bruley
Phone Number: 208-434-7124
Email: rbruley ~pmt.coop
7.13. Escalations. Each Par wil provide to the other Par an escalation list for their
respective biling deparent and the appropriate deparent with the authority to
issue payment on a bil.
7.14. Disputed Amounts. If any portion of an amount due to a biling Par under ths
Agreement is subject to a dispute between the Paries, the biled Par shal with
sixty (60) days of its receipt of the invoice containig such disputed amount give
notice to the biling Par of the invoiced amounts it disputes ("Disputed
Amounts") and include in such notice the specific details and reasons for
disputing each item. The Paries agree that they wil each make a good faith
effort to resolve any Disputed Amounts in accordance with the Dispute
Resolution process in Section 35 of ths Agreement. The biled Par shall pay
when due all undisputed amounts to the biling Par. A Par may, by notice,
include a prospective notice of Disputed Amounts applicable to futue invoices.
If the Disputed Amount is resolved in favor of the biling Par, the biled Par
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Alltel Communications, Inc. and PMT Telephone Company
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shall pay any unpaid Disputed Amount with late charges at the rate of twelve
percent (12%) per anum calculated from the date the Disputed Amount was
originally due upon final determination of such dispute.
8. Notice of Changes
If a Par contemplates a change in its network, which it believes will materially affect
the inter-operabilty of its network with the other Par, the Par makg the change shal
provide at least ninety (90) day's advance wrtten notice of such change to the other
Par.
9. General Responsibilties of the Partes
9.1. The Paries are each solely responsible for paricipation in and compliance with
national network plans, includig The National Network Securty Plan and The
Emergency Preparedness Plan. Neither Par shall use any service related to or
use any of the servces provided in ths Agreement in any maner that prevents
other persons from using their service or destroys the normal quaity of servce to
other carers or to either Par's customer, and subject to notice and a reasonable
opportty of the offendig Par to cure any violation, either Par may
discontinue or refue service if the other Par violates ths provision.
9.2. Each Par is solely responsible for the services it provides to its customers and to
other Telecommunications Carers.
9.3. Each Par is responsible for obtaining Local Exchange Routig Guide (ltLERGlt)
listings of the Common Laguage Location Identifier ("CLLl') assigned to its
switches.
9.4. Each Par shall use the LERG published by Telcordia or its successor for
obtaining routing information and shall provide all required information to
Telcordia for maintaing the LERG in a timely maner.
9.5. SS7 Out of Band Signaling (CCS/SS7) shall be the signaling of choice for
interconnecting tr, where it is techncally feasible for both Pares. Use of a
thid Par provider of SS7 trs, for connectig Alltel to the PMT SS7 systems
is permitted. Such connections shall meet generally accepted industr techncal
stadads. Each Par shall utilze SS7 (including but not limited to lins, point
codes, and messagig) at its own cost for all interchaged trffc irespective of
interconnection methodology.
9.6. 911Æ911 Each Par shall be responsible for its own independent connections to
the 91 IÆ91 I network.
10. Term and Termination
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INTERCONNCTION AND RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
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10.1. The initial term of this Agreement shall be a one-year term which shall commence
on the Effective Date. This Agreement shall automatically renew for additional
one (I) month terms until replaced by another agreement or terminted by either
Par upon (ninety) 90 days wrtten notice to the other Par prior to the
termination of the intial term or renewed term.
10.2. Upon termination or expirtion of this Agreement in accordace with ths Section:
10.2.1. Each Par shall contiue to comply with its obligations under the Act and
as set fort in Section 23 Confidentiality;
10.2.2. Each Par shall promptly pay all undisputed amounts (includig any late
payment charges) owed under this Agreement;
10.2.3. Each Par's indemnfication obligations shall surive termination or
expiration of this Agreement.
10.3. Either Par may terminate ths Agreement in whole or in par in the event ofa
default of the other Par, provided, however, that the non-defaulting Par
notifies the defaultig Par in wrting of the alleged default and the defaulting
Part does not implement mutuly acceptable steps to remedy such alleged
default within thir (30) days after receipt of wrtten notice thereof.
10.4. If, upon expirtion or termination, either Par requests the negotiation of a
successor agreement, durg the period of negotiation of the successor agreement
each Par shall continue to perform its obligations and provide the services
described herein until such time as the successor agreement becomes effective.
Dung the pendency of said re-negotiations, the rates, ters and conditions of
this Agreement shall prevail on an interi basis until a new Agrement is
effectuted or until the Pares negotiations expire.
11. Cancellation Charges
Except as provided herein, no cancellation charges shall apply.
12. Non-Severabilty
12.1. The services, arangements, terms and conditions of ths Agreement were
mutully negotiated by the Paries as a total arangement and are intended to be
non-severable.
12.2. Nothing in this Agreement shall be constred as requig or permitting either
Par to contrvene any mandatory requiement of federa or state law, or any
regulations or orders adopted puruat to such law.
13. Indemnifcation
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INERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idaho
13.1. Each Par (the "Indemnfyg Par") shall indemnfy and hold haless the
other Par ("Indemnfied Par") from and against loss, cost, claim liability,
daage, and expense (including reasonable attorney's fees) to customers and
other third pares for:
13.1.1. daage to tangible personal propert or for personal injur proximately
caused by the negligence or willful misconduct of the Indemnfyg Par,
its employees, agents or contrctors;
13.1.2. claims for libel, slander, or infrgement of copyrght arsing from the
material trsmitted over the Indemnfied Par's facilities arsing from the
Indemnfyg Par's own communcations or the communcations of such
Indemnfyg Par's customers; and
13.1.3. claims for infrngement of patents arsing from combing the Indemfied
Part's facilties or services with, or the using of the Indemnfied Pary's
services or facilities in connection with, facilities of the Indemnfyg
Par.
Neither Par shall accept terms of a settlement that involves or references the
other Pary in any matter without the other Par's approvaL.
Notwithstading this indemnfication provision or any other provision in the
Agreement, neither Par, nor its parent, subsidiares, Affliates, agents, servants,
or employees, shall be liable to the other for Consequential Damages (as defied
in Section 15.3).
13.2. The Indemnfied Par will notify the Indemnifyng Par promptly in wrting of
any claims, lawsuits, or demands by customers or other third paries for which the
Indemnified Pary alleges that the Indemnfyg Par is responsible under ths
Section, and, if requested by the Indemnfyg Par, wil tender the defense of
such claim, lawsuit or demand.
13.2.1. In the event the Indemnifyg Par does not promptly assume or
diligently pursue the defense of the tendered action, then the Indemnfied
Par may proceed to defend or settle said action and the Indemnfyg
Par shall hold haless the Indemnfied Par from any loss, cost
liability, damage and expense.
13.2.2. In the event the Par otherwse entitled to indemnfication from the other
elects to decline such indemnfication, then the Par makg such an
election may, at its own expense, assume defense and settlement of the
claim, lawsuit or demand.
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Alltel Communications, Inc. and PMT Telephone Company
Idao
13.2.3. The Paries will cooperate in ever reasonable maner with the defense or
settlement of any claim, demand, or lawsuit.
13.2.4. Neither Par shall accept the terms of a settlement that involves or effects
the rights or obligations of the other Par in any matter without the other
Par's approvaL.
14. Auditing Procedures
i 4. i. Upon thirt (30) days wrtten notice, each Par must provide the other Par the
ability and opportty to conduct an anual audit to ensure the proper biling of
traffc between the paries. The audit shall be accomplished durg normal
business hours. Audit requests shall not be submitted more frequently th one
(1) time per calenda year.
14.2. Each Par may request copies of the biling records, provided that the requested
records do not exceed 12 month in age from the date the monthy bil contang
said record information was issued.
15. Limitation of Liabilty
15.1. No liabilty shall attch to either Par, its parents, subsidiares, Affliates, agents,
servants, employees, offcers, diectors, or parers for daages arsing from
errors, mistaes, omissions, interrptions, or delays in the coure of establishig,
fushing, rearangig, movig, terminating, changig, or providing or failing to
provide servces or facilties (includig the obtaing or fushig of information
with respect thereof or with respect to users of the services or facilties) in the
absence of gross negligence or willfu misconduct.
15.2. Except as otherwise provided in Section 13, no Par shall be liable to the other
Par for any loss, defect or equipment failure caused by the conduct of the fit
Par, its agents, servants, contrctors or others acting in aid or concer with tht
Par, except in the case of gross negligence or wilful misconduct.
15.3. Except as otherwse provided in Section 13, no Par will have any liabilty
whatsoever to the other Par for any indirect, special, consequential, incidenta or
punitive daages, includig but not limited to loss of anticipated profits or
revenue or other economic loss in connection with or arsing from anytg said,
omitted or done hereunder (collectively, "Consequential Damages"), even if the
other Par has been advised of the possibilty of such daages.
16. DISCLAIR
EXCEPT AS OTHERWISE PROVIED HEREIN, NEITHER PARTY MAS
AN REPRESENTATIONS OR WARTIES, EXPRESS OR IMLIED,
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INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
INCLUDING BUT NOT LIMTED TO AN WARTY AS TO
MERCHATABILITY OR FITNESS FOR INTENDED OR PARTICULAR
PURPOSE WITH RESPECT TO SERVICES PROVIED HEREUNER.
ADDITIONALLY, NEITHER PARTY ASSUMS AN RESPONSIBILITY WITH
REGAR TO THE CORRCTNESS OF DATA OR INFORMTION SUPPLIED
BY THE OTHER PARTY WHN TmS DATA OR INFORMTION IS
ACCESSED AN USED BY A TmRD-PARTY.
17. Regulatory Approval
Upon execution of this Agreement, Alltel shall file with the appropriate state or federal
regulatory agency puruant to the requirements of Section 252 of the Act. Each Par
covenants and agrees to fuly support approval of ths Agreement by the Commission or
the FCC under Section 252 of the Act. The Paries, however, reserve the right to seek
regulatory relief and otherwise seek redress from each other regardig performance and
implementation of ths Agreement. In the event the Commssion or FCC rejects ths
Agreement in whole or in par, the Paries agree to meet and negotiate in good faith to
arrve at a mutuly acceptable modification of the rejected portion(s). Ifnegotiations fail,
disputes between the Paries concerng the interretation of the actions requied or
provisions affected by such regulatory actions shall be resolved puruat to the Section
35 Dispute Resolution process provided for in this Agreement. Furer, this Agreement
is subject to change, modification, or cancellation as may be required by a regulatory
authority or cour in the exercise of its lawfl jursdiction.
18. Pending Judicial Appeals and Regulatory Reconsideration
The Paries acknowledge that the respective rights and obligations of each Par as set
fort in this Agreement are based on the text 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 to the Act, any effective legislative
action or any effective regulatory or judicial order, rule, regulation, arbitrtion award,
dispute resolution procedures under this Agreement or other legal action purrting to
apply the provisions of the Act to the Pares or in which the 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
Par may, by providing wrtten notice to the other Par, requie that the affected
provisions of ths Agreement be renegotiated in good faith and ths Agreement shall be
amended accordigly to reflect the pricing, terms and conditions of each such Amended
Rules relating to any of the provisions in ths Agreement. In the event that such new
terms are not renegotiated within niety (90) days after such notice, the Pares shal
utilze the Dispute Resolution procedure set fort in Section 35 of this Agreement.
19. Most Favored Nation Provision. In accordace with Section 252(i) of the Act, Alltel
shall be entitled to obtain from PMT any Interconnection/Compensation argement
provided by PMT to any other CMRS provider that has been filed and approved by the
Commission, for services described in such agreement, on the same terms and conditions.
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Alltel Communications, Inc. and PMT Telephone Company
Idao
20. Compliance. Each Par shall comply with all applicable federa, state, and local laws,
rules and regulations applicable to its pedormance under this Agreement.
21. Independent Contractors. Neither ths Agreement, nor any actions taen by Alltel or
PMT in compliance with this Agreement, shall be deemed to create an agency or joint
ventue relationship between Alltel and PMT, or any relationship other than that of
purchaser and seller of services. Neither this Agreement, nor any actions taen by Alltel
or PMT in compliance with ths Agreement, shall create a contrctu, agency, or any
other tye of relationship or thid Par liability between Alltel and PMT end users or
others.
22. Force Majeure. Neither Par shall be liable for any delay or failure in pedormance of
any par of ths Agreement from any cause beyond its control and without its fault or
negligence including, without limitation, acts of natue, acts of civil or milita authority,
governent regulations, embargoes, epidemics, terorist acts, riots, insurections, fies,
explosions, earquaes, nuclear accidents, floods, work stoppages, equipment failure,
power blackouts, volcanc action, other major environmental distubances, unusually
severe weather conditions or any other circumstaces beyond the reasonable control and
without the fault or negligence of the Par affected. (collectively, a "Force Majeure
Event"). If any Force Majeure condition occur, the Par delayed or unable to perorm
shall give immediate notice to the other Par and shall tae all reasonable steps to
correct the force majeure condition. In the event of such delay, the delayed Par shall
pedorm its obligations at a pedormance level no less than tht which it uses for its own
operations. In the event of such pedormance delay or failure the delayed Par agrees to
resume pedormance in a nondiscrinatory maner and not favor its own provision of
Telecommunications Services above that of the affected Par. Dug the pendency of
the Force Majeure, the duties of the Paries under ths Agreement affected by the Force
Majeure condition shall be abated and shall resume without liability thereafter.
23. Confidentiality
23.1. Any information such as specifications, drwings, sketches, business informtion,
forecasts, models, samples, data, computer programs and other softar and
documentation of one Par (a Disclosing Par) that is fushed or made
available or otherwise disclosed to the other Par or any of its employees,
contractors, or agents (its "Representatives" and with a Par, a "Receivig
Par") pursuant to this Agreement ("Proprieta Information") shall be deemed
the propert of the Disclosing Par. Proprieta Information, if wrtten, shall be
clearly and conspicuously marked "Confidential" or "Proprieta" or other similar
notice, and, if oral or visual, shall be confied in wrting as confidential by the
Disclosing Par to the Receiving Par within ten (10) days after disclosure.
Unless Proprieta Information was previously known by the Receiving Par free
of any obligation to keep it confidential, or has been or is subsequently made
public by an act not attbutable to the Receivig Par, or is explicitly agreed in
wrting not to be regarded as confidential, such information: (i) shall be held in
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Alltel Communications, Inc. and PMT Telephone Company
Idao
confidence by each Receiving Par; (ii) shall be disclosed to only those persons
who have a need for it in connection with the provision of servces required to
fulfill this Agreement and shall be used by those persons only for such purses;
and (iii) may be used for other puroses only upon such terms and conditions as
may be mutully agreed to in advance of such use in wrting by the Pares.
Notwithstading the foregoing sentence, a Receiving Par shall be entitled to
disclose or provide Proprieta Information as required by any governenta
authority or applicable law, upon advice of counel, only in accordace with
Section 21.2 of ths Agreement.
23.2. If any Receiving Par is required by any governenta authority or by applicable
law to disclose any Proprieta Information, then such Receiving Par shal
provide the Disclosing Par with wrtten notice of such requiement as soon as
possible and prior to such disclosure. The Disclosing Par may then seek
appropriate protective relief from all or par of such requiement. The Receiving
Par shall use all commercially reasonable efforts to cooperate with the
Disclosing Par in attemptig to obtain any protective relief which such
Disclosing Par chooses to obtain.
23.3. In the event of the expirtion or terination of ths Agreement for any reason
whatsoever, each Par shall retu to the other Par or destroy all Proprieta
Information and other documents, work papers and other material (includig all
copies thereof) obtained from the other Part in connection with this Agreement
and shall use all reasonable effort, including instrcting its employees and other
who have had access to such information, to keep confidential and not to use any
such information, unless such information is now, or is hereafter disclosed,
though no act, omission or fault of such Par, in any maner makg it available
to the general public.
24. Governing Law. For all claims under ths Agreement that are based upon issues with
the jursdiction (primar or otherwise) of the FCC, the exclusive jursdiction and remedy
for all such claims shall be as provided for by the FCC and the Act. For all clai under
this Agreement tht are based upon issues with the jursdiction (priar or otherwse)
of the Commission, the exclusive jursdiction for all such claims shal be with the
Commission, and the exclusive remedy for such claims shall be as provided for by such
Commission. In all other respects, this Agreement shall be govered by the domestic
laws of the state of Idao without reference to conflct of law provisions.
The terms and conditions of ths Agreement shall be subject to any and all applicable
laws, rules, regulations or gudelines that subsequently may be adopted by any federa,
state, or local governent authority. Any modifications to this Agreement occasioned by
such change shall be effected though good faith negotiations.
25. Assignment. Neither Par may assign or transfer (whether by operation of law or
otherwise) this Agreement (or any rights or obligations hereunder) to a thd Par
without the prior wrtten consent of the other Par which consent will not be
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Idao
uneasonably witheld; provided that either Par may assign ths Agrement to a
corporate Affliate or an entity under its common control or an entity acquirig all or
substantially all of its assets or equity by providing prior wrtten notice to the other Par
of such assignent or trsfer. Any attempted assignent or transfer tht is not
permitted is void ab intio. Without limiting the generaity of the foregoing, ths
Agreement shall be binding upon and shall inure to the benefit of the Paries' respective
successors and assigns.
26. Release. In resolution of the Paries rights, and in fuer consideration of ths
Agreement, each Par releases, acquits and discharges the other Par of and from any
claim, debt, demand, liability, action or cause of action arsing from or relatig to the
payment of money for the trsport and termintion of trffc prior to the Effective Date
of this Agreement.
27. Non-Waiver. Failure of either Pary to insist on pedormance of any term or condition of
this Agreement or to exercise any right or privilege hereunder shall not be constred as a
continuig or futue waiver of such term, condition, right or privilege.
28. Notices. Notices given by one Part to the other Par under ths Agreement shall be in
wrting and shall be delivered to the followig locations.
Alltel Communications, Inc.
Att: Director - Wireless Interconnection
One Alled Drve
Mailstop: 1269-BI-F03-C
Little Rock, Arkansas 72202
Phone: [phone]
Fax: [phone]
Project Mutu Telephone Company
507 G St,
Rupert, Idao
Att: Charles Creason, President
Phone: [phone]
Fax: [phone]
Or to such other address as either Par shall designate by proper notice. Notices will be
deemed given as of the earlier of: (i) the date of actul receipt; (ii) the next business day
when notice is sent via express mail or personal delivery; (iii) thee (3) days after mailing
in the case of certified U.S. maiL.
29. Trouble Reportng. In order to faciltate trouble reporting and to coordite the repair
of Interconnection Facilties, tr, and other interconnection argements provided by
the Paries under this Agreement, each Par has established contact(s) available 24 hour
per day, seven days per week, at telephone numbers to be provided by the Pares. Each
Par shall call the other at these respective telephone numbers to report trouble with
connection facilties, trs, and other interconnection argements, to inqui as to the
status of trouble ticket number in progress, and to escalate trouble resolution.
29. i. 24 Hour Network Management Contact:
PMT Contact Number:800-322-4074
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INTERCONNCTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idaho
Alltel Contact Number:866-900-9662
29.2. Each Par wil advise the other of any critical natu of the inoperative facilties,
service, and argements and any need for expedited clearce of trouble. In
cases where a Par has indicated the essential or crtical need for restoration of
the facilities, services or argements, the other Par shall use its best efforts to
expedite the clearance of trouble.
29.3. Each Par will provide to the other Par an escalation list for the repair center,
ordering and provisioning center and the account mangement team.
30. Publicity and Use of Trademarks or Servce Marks. Neither Par nor its
subcontractors or agents shall use the other Par's trademarks, service marks, logos or
other proprieta trade dress in any advertising, press releases, publicity matters or other
promotional materials without such Pars prior wrtten consent.
31. No Third Part Beneficiaries; Disclaimer of Agency. Ths Agreement is for the sole
benefit of the Paries and their permitted assigns, and nothg herein expressed or implied
shall create or be constred to create any third-Par beneficiar rights hereunder. Except
for provisions herein expressly authorizing a Par to act for another, nothg in ths
Agreement shall constitute a Par as a legal representative or agent of the other Par;
nor shall a Par have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against, in the name of, or on behalf of the
other Par, unless otherwse expressly permitted by such other Par. Except as
otherwise expressly provided in ths Agreement, no Par undertakes to perform any
obligation of the other Par, whether regulatory or contractul, or to assume any
responsibility for the management of the other Pars business.
32. No License. No license under patents, copyrghts, or any other intellectul propert right
(other than the limited license to use consistent with the terms, conditions and restrctions
of this Agreement) is grted by either Par, or shall be implied or arse by estoppel with
respect to any transactions contemplated under ths Agreement.
33. Technology Upgrades. Nothing in ths Agreement shall limit either Paries' abilty to
upgrade its network though the incorporation of new equipment, new softare or
otherwise, provided it is to industr stadads, and that the Par intiatig the upgre
shall provide the other Pary wrtten notice at least niety (90) days prior to the
incorporation of any such upgre in its network which wil materially impact the other
Par's service. Each Par shall be solely responsible for the cost and effort of
accommodating such changes in its own network.
34. Entire Agreement. The terms contained in ths Agreement and any Schedules, Exhbits,
taffs and other documents or instrents referred to herein are hereby incorporated into
this Agreement by reference as if set fort fully herein, and constitute the entie
agreement between the Paries with respect to the subject matter hereof, supersedig all
prior understadings, proposals and other communcations, oral or wrtten. Neither Par
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Alltel Communications, Inc. and PMT Telephone Company
Idao
shall be bound by any preprited terms additional to or different from those in ths
Agreement that may appear subsequently in the other Par's form documents, purchase
orders, quotations, acknowledgments, invoices or other communcations. Ths
Agreement may only be modified in wrtig signed by each Par.
35. Dispute Resolution
Except as provided under Section 252 of the Act with respect to the approval of ths
Agreement by the state commission, the Paries desire to resolve disputes arsing out of
or relating to this Agreement without litigation. Accordingly, except for action seekig a
tempora restraing order or an injunction related to the puroses of this Agreement, or
suit to compel compliance with this dispute resolution process, the Paries agree to use
the following dispute resolution procedures with respect to any controversy or claim
arsing out of or relating to ths Agreement or its breach.
35.1. Informal Resolution of Disputes. At the wrtten request ofa Par, each Par will
appoint a knowledgeable, responsible representative, empowered to resolve such
dispute, to meet and negotiate in good faith to resolve any dispute arsing out of or
relating to ths Agreement. The Paries intend that these negotiations be
conducted by non-lawyer, business representatives. The location, format,
frequency, durtion, and conclusion of these discussions shall be left to the
discretion of the representatives. Upon agreement, the representatives may utilize
other alternative dispute resolution procedures such as mediation to assist in the
negotiations. Discussions and correspondence among the representatives for
puroses of these negotiations shall be treated as Confidential Information
developed for puroses of settlement, exempt from discovery, and shall not be
admissible in the arbitration descrbed below or in any lawsuit without the
concurence of all Paries. Documents identified in or provided with such
communications, which are not prepared for puroses of the negotiations, are not
so exempted and may, if otherse discoverable, be discovered or otherwse
admissible, be admitted in evidence, in the arbitrtion or lawsuit.
35.2. Formal Dispute Resolution. Ifnegotiations fail to produce an agreeable resolution
within one hundred twenty days (120) days, then either Par may proceed with
any remedy available to it puruat to law, equity or agency mechansms;
provided, that upon mutul agreement of the Paries such disputes may also be
submitted to binding arbitrtion. In the case of arbitrtion, each Par shall bear
its own costs. The Paries shall equaly split the fees of any mutully agreed
upon arbitrtion procedure and the associated arbitrtor.
35.3. Continuous Service. The Paries shall continue providing services to each other
durg the pendency of any dispute resolution procedure and the Paries shall
continue to perform their payment obligations in accordace with ths Agreement.
35.4. Costs. Each Par shall bear its own costs of these procedures. The Pares shall
equaly split the fees of the arbitration and the arbitrtor; provided, however, tht
01/03/07 Final draft
Page 23 of25
"\y'
INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
Alltel Communcations, Inc. and PMT Telephone Company
Idao
the arbitrator may assign costs to the Par demanding arbitrtion upon a fidig
that such Part brought a frvolous cause of action or clai.
IN WITSS WHREOF, the Paries hereto have caused ths Agreement to be executed as of
the dates listed below.
Project Mutual Telephone Company
.. ",U-Clú/' I e: ¡- Cr ~5~ -:Name
'ßNA- L. IMLUAv
Signatue
( IlIlor
Signatue Date Si¡(ïU¡gt
!J&/j~
Position/itle
Vice President
Position/itle
01/03/07 Final draft
Page 24 of25
""
INTERCONNCTION AND RECIPROCAL COMPENSATION AGREEMENT
Alltel Communications, Inc. and PMT Telephone Company
Idao
ATTACHMNT A
RATES AN FACTORS
1. RECIPROCAL COMPENSATION RATE PER MIN OF USE
$.015
2. RECIPROCAL COMPENSATION CREDIT FACTORS
Mobile to Lad Traffc Factor
Land to Mobile Traffc Factor
50%
50%
3. INTERMTA TRAFIC
NECA Access charges apply
01/03/07 Final draft
Page 25 of25