20080422Application.pdf

RECEIVED
APR 22 PM 2: 43
IOAHO PUBLIC
UTILITIES COMMISSION
c ¡fi1 -7- ora -0 (
TRAFFIC EXCHANGE AGREEMENT
BETWEEN
CAMBRIDGE TELEPHONE COMPANY
AND
VERIZON WIRELESS
Traffc Exchange Agreement between Cambridge and VZW
RECEIVED
1.
II.
2
Traffc Exchange Agreement between Cambridge and VZW
I. Article I
1. INTRODUCTION
This traffic exchange and compensation agreement ("Agreement") is effective as
of the 12th day of February 2008 (the "Effective Date"), by and between Cambridge
Telephone Company, Inc. ("Cambridge") with offices at 130 N. Superior, Cambridge,
Idaho 83610 and the Verizon Wireless entities listed on the signature page of this
Agreement individually and collectively doing business as Verizon Wireless (collectively
"VZW") each with an office and principal place of business at One Verizon Way,
Basking Ridge, NJ 07920.
2. RECITALS
WHEREAS, Cambridge is an incumbent Local Exchange Carier in the State of
Idaho;
WHEREAS, VZW is a Commercial Mobile Radio Service provider of two-way
mobile communications services operating within the State of Idaho;
WHEREAS, The Paries acknowledge that Cambridge is entitled to maintain that
it is a mral telephone company (as defined in 47 U.S.C. 153) as provided by 47
U.S.c. 251(f). By entering into this Agreement, Cambridge is not waiving its
fight to maintain that it is a rual telephone company and its right to maintain that
it is exempt from § 251(c) under 47 U.S.C. 251(f) ofthe Act;
WHEREAS, Cambridge and VZW exchange calls between their networks and
wish to establish traffic exchange and compensation arangements for exchanging
traffic as specified below;
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and suffciency of which
are hereby acknowledged, Cambridge and VZW hereby agree as follows:
II. Article II
1. DEFINITIONS
Special meanings are given to common words in the telecommuncations
industry, and coined words and acronyms are common in the custom and usage in the
industry. Words used in this contract are to be understood according to the custom and
usage of the telecommunications industry, as an exception to the general rule of contract
interpretation that words are to be understood in their ordinar and popular sense. In
addition to ths rule of interpretation, the following terms used in this Agreement shall
have the meanings as specified below:
1.1 "Act" means the Communications Act of 1934, as amended.
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Traffc Exchange Agreement between Cambridge and VZW
1.2 "As Defined in the Act", means as specifically defined by the Act, as may
be interpreted from time to time by the FCC, the Commission, Idaho state
courts, or federal cours.
1.3 "As Described in the Act" means as described in or required by the Act, as
may be interpreted from time to time by the FCC, the Commission, Idaho
state courts, or federal cours.
1.4 "Affiliate" means a person that (directly or indirectly) owns or controls, is
owned or controlled by, or is under common ownership or control with,
another person. For purposes of this paragraph, the term "own" means to
own an equity interest (or the equivalent thereof) of more than ten (l 0%)
percent.
1.5 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
(a) "End Office Switch" is a switch in which the subscriber station
loops are terminated for connection to either lines or trus. The
subscriber receives terminating, switching, signaling, transmission,
and related fuctions for a defined geographic area by means of an
End Office Switch.
(b) "Remote End Offce Switch" is a switch in which the subscriber
station loops are terminated. The control equipment providing
terminating, switching, signaling, transmission, and related
fuctions would reside in a host office. Local switching
capabilities may be resident in a Remote End Offce Switch.
(c) "Host Office Switch" is a switch with centralized control over the
fuctions of one or more Remote End Office Switches. A Host
Office Switch can serve as an end offce as well as providing
services to other remote end offices requiring terminating,
signaling, transmission, and related fuctions including local
switching.
(d) "Tandem Office Switch" is a switching system that establishes
tru-to-tru connections. Local tandems switch calls from one
end office to another within the same geographic area, and access
tandems switch traffc from host or end offices to and from an
Interexchange Carer. A Tandem Office Switch can provide host
office or end office switching fuctions as well as the tandem
functions. For puroses of this Agreement, a mobile switching
office is the equivalent of a Tandem Office Switch.
1.6 "Commercial Mobile Radio Services" or "CMRS" means a radio
communication service between mobile stations or receivers and land
stations, or by mobile stations communicating among themselves that is
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Traffic Exchange Agreement between Cambridge and VZW
provided for profit and that makes interconnected service available to the
public or to such classes of eligible users as to be effectively available to a
substantial portion of the public. 47 C.F.R. § 20.
1.7 "Commission" means the Idaho Public Utilities Commission.
1.8 "Extended Area Service" or "EAS" is as defined and specified II
Cambridge's then curent General Subscriber Services Tariff.
1.9 "Effective Date" means the date first above written.
1.10 "FCC" means the Federal Communications Commission.
1.1 i "Interconnection" for puroses of this Agreement is the linking of
Cambridge and VZW networks for the exchange of telecommunications
traffic described in this Agreement.
1.12 ':Interexchange Carrier" or "IXC" means a carier, other than a CMRS
carrer, that provides or caries, directly or indirectly, InterLATA Service
or IntraLATA Toll Traffic.
1.13 "InterLA T A Service" means telecommunications between a point located
in a local access and transport area and a point located outside such area.
1.14 "IntraLATA Toll Traffic," means those station calls that originate and
terminate within the same local access and transport area and that are
carried outside Cambridge's Local Service Area.
1.15 "Local Access and Transport Area" or "LATA" means a contiguous
geographic area:
(a) Established before February 8, 1996, by a Bell operating company
such that no exchange area includes points within more than 1
metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T
Consent Decree; or
(b) Established or modified by a Bell operating company after
February 8, 1996, and approved by the FCC.
1.16 "Local Service Area" means, for VZW, Major Trading Area Number 36
(Salt Lake City) and for Cambridge, its local callng area contained in
Cambridge's then current General Subscriber Services Tariff.
1.17 "Local Traffic" is defined for all puroses under this Agreement as traffic
that (a) originates on one Pary's network, (b) may transit a third-pary
carer's network in lieu of a direct connection between the Parties, and (c)
terminates to the other Pary's network within the same Major Trading
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Traffc Exchange Agreement between Cambridge and VZW
Area (MT A) provided that the customer or roamer of VZW is a two-way
CMRS customer and receives mobile service on a wireless, mobile basis
as described in 47 U.S.C. §153(27).
For puroses of determining originating and terminating points, the
originating or terminating point for each Party shall be:
(A) Cambridge: the End Office serving the callng or called
party,
(B) VZW: the cell site location which services the callng or
called pary at the beginning of the call.
1.18 "Local Exchange Carier" or "LEC" means any person that is engaged in
the provision of telephone exchange service or exchange access. Such
term does not include a person insofar as such person is engaged in the
provision of the commercial mobile service under § 332( c) of the Act,
except to the extent that the Federal Communications Commission finds
that such service should be included in the definition of such term. 47
U.S.c. § 153(26).
1.19 "Major Trading Area" or "MTA" mean the Major Trading Area
designated by the FCC which is the service area based on the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123rd edition, at
pages 38-39, as fuher specified or modified by 47 C.F.R. § 24.202(a) or
other applicable law.
1.20 "Mobile Station" means a radio-communication station capable of being
moved and which ordinarily does move. 47 U.S.C. § 153(28).
1.21 "Non-Local Traffic" means all traffic that is not Local Traffic as defined
in § 1.17 hereof and will not be subject to Reciprocal Compensation
1.22 "NP A" or the "Number Plan Area" also referred to as an "area code"
refers to the three-digit code which precedes the NXX in a dialing
sequence and identifies the general calling area within the North American
Numbering Plan scope to which a call is routed to (i.e., NPA/XX-
XXX).
1.23 "NXX" means the three-digit code, which appears as the first three digits
of seven-digit telephone numbers within a valid NP A or area code.
1.24 "Pary" means either Cambridge or VZW, and "Paries" means Cambridge
andVZW.
1.25 "Point of Interconnection" or "POI" means the mutually agreed upon point
between the Paries' respective networks where an originating Pary's
traffic is deemed to be handed off to the terminating Pary's network.
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Traffc Exchange Agreement between Cambridge and VZW
1.26 "Rate Center" means the specific geographic point and corresponding
geographic area that is associated with one or more NPA-NXX codes that
have been assigned to an incumbent LEC for its provision of exchange
services.
1.27 "Reciprocal Compensation" means an arrangement between two carriers
in which each receives the same compensation rate from the other carrier
for the transport and termination on each carrier's network of Local
Traffic, as defined in § 1.17 above, that originates on the network facilities
of the other carier. Compensation, regardless of the Pary that receives it,
is symmetricaL.
1.28 "Telecommunications" means the transmission, between or among points
specified by the user, of information of the user's choosing, without
change in the form.or content of the information as sent and received. 47
U.S.c. § 153(43).
1.29 "Telecommunications Act" means the Communications Act of 1934, as
amended.
1.30 "Telecommunications Carier" means any provider of telecommunications
services, except that such term does not include aggregators of
telecommunications services (as defined in 47 U.S.C. § 226(a)(2)). A
Telecommunications Carrier shall be treated as a common carier under
this chapter only to the extent that it is engaged in providing
telecommunications services, except that the Federal Communications
Commission shall determine whether the provision of fixed and mobile
satellite service shall be treated as common carriage. 47 U.S.C. § 153(44).
1.31 "Telecommunications Services" means the offering of
Telecommunications for a fee directly to the public or to such classes of
users as to be effectively available directly to the public, regardless of the
facilities used.
1.32 "Termination" means the switching of Local Traffic at the terminating
carier's End Office Switch, or equivalent facility, and delivery of such
traffic to the called Pary's premises or mobile handset.
1.33 "Transiting Traffic" is traffic that originates from one provider's network,
"transits" one or more other provider's network substantially unchanged,
and terminates to yet another provider's network.
1.34 "Transport" means the transmission and any necessary tandem switching
of Local Traffic subject to § 251(b)(5) of the Act from the Point of
Interconnection between the two carriers to the terminating carier's End
Office Switch that directly serves the called pary, or equivalent facility
provided by a carier other than an incumbent LEe.
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Traffc Exchange Agreement between Cambridge and VZW
1.35 "Type 2 Service" often referred to as a trunk side connection, is a service
that involves interconnection to a telephone company End Office (Type 2-
B) or Tandem (Type 2-A).
2. INTERPRETATION AND CONSTRUCTION
All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless the
context shall otherwise require. The headings of the Sections and the terms are inserted
for convenience of reference only and are not intended to be a par of or to affect the
meaning of this Agreement. Unless the context shall otherwise require, any reference to
any agreement, other instrument or third pary offering, guide or practice, statute,
regulation, rule or tariff is for convenience of reference only and is not intended to be a
par of or to affect the meaning of a rule or tariff as amended and supplemented from
time-to-time (and, in the case of a statute, regulation, rule or tariff, to any successor
provision.
3. SCOPE
3.1 This Agreement is intended, inter alia, to describe and enable specific
traffic exchange and Reciprocal Compensation arangements between the
Paries. This Agreement does not obligate either Pary to provide
arangements not specifically provided for herein.
3.2 This Agreement sets forth the terms, conditions, and rates under which the
Paries agree to interconnect the CMRS network of VZW and the
Incumbent Local Exchange earier (ILEC) network of Cambridge for
puroses of exchanging Local Traffic, provided that the service provided
by VZW to its customer is a two-way mobile service as defined in 47
U.S.C. § 153(27).
3.3 This Agreement relates to the exchange of traffc between Cambridge and
VZW. VZW represents that it is a CMRS provider of telecommunications
services to subscribers in MTA No. 36 (Salt Lake eity). Additions or
changes to VZW's NPA/XXs wil be as listed in Telcordia's Local
Exchange Routing Guide ("LERG") under Operating Company Numbers
("OCNs") 6565 and 6571 in Idaho.
3.4 Cambridge's NPA/XX(s) are listed in the LERG under OCN 2215.
3.5 Any amendment, modification, or supplement to this Agreement must be
in writing and signed by an authorized representative of each Pary.
4. SERVICE AGREEMENT
4.1 Description of Arrangements. This Agreement provides for the following
interconnection and arangements between the networks of Cambridge and
VZW. Additional arangements that may be agreed to in the futue will be
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Traffc Exchange Agreement between Cambridge and VZW
delineated in Attachment A to this Agreement. An NP AINXX assigned to
VZW shall be treated as Local Service Area traffic and included in any
EAS callng scope, or similar program, to the same extent as any other
incumbent LEC's NPA/XX in the same rate center provided that VZW
assigns numbers from such NP AINXX to customers within the Local
Service Area of Cambridge and VZW has network facilities to serve such
customers.
4.2 Indirect Interconnection: The Paries agree to interconnect their networks
indirectly via a third party ("Third Pary Transit Provider") in order to
exchange Local Traffic, and that the originating Party is responsible for
any transit fees imposed by the Third Party Transit Provider. This
arrangement of indirect interconnection wil be subject to renegotiation if
by change of law or for any other reason the Third Pary Transit Provider
no longer offers the transiting service.
4.3 Direct Interconnection: Where the total Local Traffic exchanged between
VZW and Cambridge's specific Tandem Office Switch or specific End
Office Switch exceeds 500,000 mobile-to-land minutes of use per month
for three consecutive months, VZW and Cambridge shall work
cooperatively to implement direct interconnection arrangements and
amend this Agreement as required. VZW may also request an amendment
to establish a direct interconnection regardless of the volume of traffic
exchanged. For direct interconnection, the POI shall be any technically
feasible point on Cambridge's network, including points on Cambridge's
network, if any, that extend beyond Cambridge's service area boundary.
Where direct interconnection has been established, each Pary will
perform local number portability ("LNP") database queries on its
originated traffic prior to routing any of its originated traffic over the
direct interconnection facilities, and wil only route traffic over the direct
interconnection facilities to the extent the local routing number ("LRN")
retured from such queries belongs to the other Party.
5. COMPENSATION
5.1 Traffic Subject to Reciprocal Compensation.
Reciprocal Compensation is applicable for Transport and Termination of
Local Traffic as defined in § 1.17 and is related to the exchange of traffic
described in § 4 and in Attachment A, as applicable. For the puroses of billing
compensation for Local Traffic, biled minutes will be based upon actual usage
recorded and/or records/reports provided by the transiting carer. Measured
usage begins when the terminating recording switch receives answer supervision
from the called end-user and ends when the terminating recording switch receives
or sends disconnect (release message) supervision, whichever occurs first. The
measured usage is aggregated at the end of the measurement cycle and rounded to
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Traffic Exchange Agreement between Cambridge and VZW
a whole minute. Biling for Local Traffic shall be based on the aggregated
measured usage less traffic recorded as local that is deemed Non-Local Traffic
based on the default factor provided in § 5.3(f).
The rate for Reciprocal Compensation shall be $0.02 per minute.
The Paries agree to bil each other for Local Traffic as described in this
Agreement unless the Local Traffic exchanged between the Paries is balanced
and falls within an agreed upon threshold ("Traffic Balance Theshold"). The
Paries agree that for purposes of this Agreement, the Traffic Balance Threshold
is reached when the Local Traffic exchanged, both directly and indirectly, falls
between 55% / 45% in either the wireless-to-landline or landline-to-wireless
direction. When the actual usage data for three (3) consecutive months indicates
that the Local Traffic exchanged, both directly and indirectly, falls within the
Traffic Balance Threshold, then either Party may provide the other Pary a written
request, along with verifiable information supporting such request, to eliminate
biling for Reciprocal Compensation per minute. Upon written consent by the
Pary receiving the request, which shall not be withheld uneasonably, there wil
be no biling for Reciprocal Compensation on a going forward basis unless
otherwse agreed to by both Paries, in writing. The Paries' agreement to
eliminate biling for Reciprocal Compensation carries with it the precondition
regarding the Traffc Balance Threshold discussed above. As such, the two points
have been negotiated as one interrelated term containing specific rates and
conditions, which are non-separable for purposes of § 16 hereof.
5.2 Traffic Subject to Switched Access Compensation.
Access charges apply to all Non-Local Traffic originated on VZW's
network and delivered to Cambridge for termination to its customers as described
in § 4 and Attachment A, as applicable. VZW shall compensate Cambridge at
Cambridge's applicable access tarff rates for all VZW-originated Non-Local
Traffic only to the extent that such VZW-originated Non-Local Traffic is not
handed off to an Interexchange Carier for delivery to Cambridge.
5.3 Calculation of Payments and Biling.
(a) VZW will compensate Cambridge for Local and Non-Local Traffic
delivered to Cambridge for termination to its customers, as
prescribed and at the rates provided in §§ 5.1 and 5.2. Cambridge
wil compensate VZW for Local Traffic originated by Cambridge
customers on Cambridge's network and delivered to VZW, for
termination to its customers, as prescribed in § 4 and at the rate
provided in § 5.1.
(b) VZW shall prepare a monthly biling statement to Cambridge
reflecting the calculation of Reciprocal Compensation due VZW.
Cambridge shall prepare a monthly biling statement to VZW,
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Traffic Exchange Agreement between Cambridge and VZW
which will separately reflect the calculation of Reciprocal
Compensation, Switched Access Compensation, and total
compensation due Cambridge. Billing shall be based on actual
measured usage, when available. To the extent VZW does not
have the capability to bil based on actual measured usage,
Cambridge may provide the actual measured usage for use by
VZW. If actual measured usage is not available, the Paries agree
that usage from the third-party transit provider may be used for
biling.
(c) Alternatively, if VZW does not measure or canot obtain the
landline-to-wireless usage data from Cambridge or from the Third-
Party Transit Provider, then VZW may bil using a factor that is
based on each Pary's proportion of originating Local Traffic to
total Local Traffic exchanged between the Parties. This estimated
percentage is referred to as the Traffic Factor and is listed below.
The Paries agree to review the Traffic Factor on a periodic basis
and, if waranted by the actual usage, revise the Traffc Factor
appropriately.
a)Landline-to- Wireless 25%
b)Wireless- to- Landline 75%
Where dedicated interconnection facilities are used for two-way
traffic exchanged between the Paries, the non-recuring and
monthly recuring charges shall be reduced by the Traffic Factors
identified above. Any revision to the Traffic Factors will also
apply to this Shared Facility Factor.
(d) Cambridge will prepare its bil in accordance with its existing
CABS / SECABS biling system. VZW wil prepare its bil in
accordance with its existing process for biling Reciprocal
Compensation using the following formula:
Biling for the compensation due to VZW wil be as follows:
using the Cambridge mobile-to-land MOUs (Minutes of Use) to
calculate the land-to-mobile MOUs, divide the mobile-to-land
MOUs by 75% to arive at 100% of the total traffic. The mobile-
to-land minutes are then subtracted from the 100% value to arive
at the 25% land-to-mobile minutes. (Ex.: 100,000 MOUs are
determined to be mobile-to-land. 100,000 is divided by 75% to
arrive at 133,333 MOUs total traffic exchanged. 100,000 is then
subtracted from 133,333 to arive at the land-to-mobile MOUs of
33,333.)
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Traffc Exchange Agreement between Cambridge and VZW
Due to the volume of minutes associated with the usage
exchanged, the Parties have agreed to a net-biling arrangement
where Cambridge will reflect in the monthly billng a deduction
of what VZW owes to Cambridge. From the example above:
Cambridge would bil VZW for the 100,000 mobile-to-Iand
MOUs. In the same invoice, Cambridge would reflect a credit for
the 33,333 land-to-mobile MOUs and bill for the net minutes of
66,667. VZW will provide sixty (60) days notice to eambridge
should it be determined that this biling arrangement is no longer
required.
VZW agrees to provide sixty (60) days notice to Cambridge if
VZW chooses to revise this net-biling arangement.
(e) The Parties wil make an effort to conform to curent and future
OBF (CABSBOS) standards, insofar as is reasonable.
(f) Recognizing that Cambridge has no way of measuring Non-Local
Traffic, and in the event that VZW does not track the usage
information required to identify the Non-Local Traffic originated
or terminated by eambridge, both Parties agree to use a default
factor of zero percent (0%) as an estimate of Non-Local Traffc.
The actual recorded usage shall be the basis for biling, when
available and verifiable.
(g) Each Pary may request to inspect, during normal business hours,
the records which are the basis for any monthly bil issued by the
other Pary and to request copies thereof provided that the
requested records do not exceed twelve (12) months in age from
the date the monthly bil containing said record information was
issued.
(h) No Pary shall bil the other Party for traffic that is older than
twelve (12) months or that predates this Agreement.
6. NOTICE OF CHAGES
If a Pary contemplates a change in its network, which it believes will materially
affect the inter-operability of its network with the other Pary, the Pary making the
change shall provide at least ninety (90) days advance written notice of such change to
the other Par, provided, however, that this provision shall not apply to changes
necessitated by emergencies or other circumstances outside the control of the Pary
modifying its network.
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Traffic Exchange Agreement between Cambridge and VZW
7. GENERAL RESPONSIBILITIES OF THE PARTIES
7.1 Each Pary is individually responsible to provide facilities within its
network which are necessary for routing, transporting and, consistent with
§ 5, measuring and biling traffic from the other Party's network and for
delivering such traffc to the other Party's network in an acceptable
industry standard format, and to terminate the traffic it receives in that
acceptable industry standard format to the proper address on its network.
The Paries are each solely responsible for paricipation in and compliance
with national network plans, including The National Network Security
Plan and The Emergency Preparedness Plan. Neither Pary shall use any
service related to or use any of the services provided in this Agreement in
any manner that prevents other persons from using their service or
destroys the normal quality of service to other carriers or to either Pary's
customers, and subject to notice and a reasonable opportunty of the
offending Pary to cure any violation, either Pary may discontinue or
refuse service if the other Pary violates this provision.
7.2 Each Pary is solely responsible for the services it provides to its
customers and to other Telecommunications Cariers.
7.3 Each Pary is responsible for managing NXX codes assigned to it.
7.4 Each Pary is responsible for obtaining Local Exchange Routing Guide
("LERG") listings of the Common Language Location Identifier ("CLLI")
assigned to its switches.
7.5 Each Pary agrees to adhere to the blocking requirements for
interconnection (P.01) as provided in Telcordia documentation GR145 -
Core Compatibility for Interconnection of a Wireless Service Provider and
a Local Exchange Company Network.
7.6 SS7 Out of Band Signaling (eCS/SS7) shall be the signaling of choice for
interconnecting trus where technically feasible for both Paries. Use of
a third-pary provider of SS7 trs for connecting VZW to the
Cambridge SS7 systems is permitted. Such connections will meet
generally accepted industry technical standards. Each Pary is responsible
for its own SS7 signaling and therefore, neither Pary wil bil the other
Pary for SS7 signaling charges.
7.7. To ensure proper implementation of ths Agreement, the Pary delivering
traffic to the Indirect Interconnection Point wil provide Jursdiction
("JIP"), the Automatic Number Identification ("ANI") or Callng Pary
Number ("CPN") (or similar industr standard traffc elements) for all
traffic (the "Traffic Identifiers") in order that the terminating Pary can
properly identify the telephone number associated with the End User
placing the calL. If JIP, ANI, or CPN is not passed on at least fifty percent
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Traffc Exchange Agreement between Cambridge and VZW
(50%) of the traffic, measured on a monthly basis, then the terminating
carier will notify the originating carrier ofthe deficiency.
7.8 Each Party shall be responsible for its own independent connections to the
91 IÆ911 network.
7.9 All originating traffic shall contain basic call information within the Initial
Address Message (lAM) such as the calling number and will meet
generally accepted industry technical standards. Altering of data
parameters within the lAM shall not be permitted.
8. TERM AND TERMINATION
8.1 Subject to the provisions of § 14, the initial term of this Agreement shall
be for a two-year term ("Term"), which shall commence on the Effective
Date. This Agreement shall automatically renew for successive month-to-
month periods, unless not less than sixty (60) days prior to the end of the
Term or any renewal term, either Pary notifies the other Party of its intent
to renegotiate a new agreement. In the event of such renegotiations, this
Agreement shall remain in effect until the earlier of: (1) when a new
agreement becomes effective, or (2) one (1) year from receipt of the
termination notification of the curent Agreement.
8.2 The Paries agree that disputed and undisputed amounts due under this
Agreement shall be handled as follows:
(a) If any portion of any amount due to a Pary (the "Biling Pary")
under this Agreement is subject to a bona fide dispute between the
Paries, the Pary biled (the "Non-Paying Party") shall, within
thirty (30) days of its receipt of the invoice containing such
disputed amount, give written notice to the Biling Pary of the
amounts it disputes ("Disputed Amounts") and include in such
notice the specific details and reasons for disputing each item. The
Non-Paying Pary shall pay when due all undisputed amounts to
the Biling Pary. The Paries wil work together in good faith to
resolve issues relating to the disputed amounts. If the dispute is
resolved such that payment of the disputed amount is required,
whether for the original amount or for the settlement amount, the
Non-Paying Pary shall pay the full disputed or settlement amounts
with interest at the lesser of (i) one and one-half percent (1 ~%) per
month or (ii) the highest rate of interest that may be charged under
Idaho applicable law. In addition, the Biling Pary may initiate a
complaint proceeding with the appropriate regulatory or judicial
entity, if unpaid undisputed amounts become more than ninety (90)
days past due, provided the Biling Pary gives an additional thrty
(30) days notice and opportunity to cure the default.
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Traffc Exchange Agreement between Cambridge and VZW
(b) Any undisputed amounts not paid when due shall accrue interest
from the date such amounts were due at the lesser of (i) one and
one-half percent (1 Yi%) per month or (ii) the highest rate of
interest that may be charged under Idaho applicable law.
(c) Undisputed amounts shall be paid within thirty (30) days of receipt
of invoice from the Biling Pary.
8.3 Upon termination or expiration of this Agreement in accordance with this
Section:
(a) Each Party shall comply immediately with its obligations as set
forth above;
(b) Each Party shall promptly pay all amounts (including any late
payment charges) owed under this Agreement;
(c) Each Pary's indemnification obligations shall survive termination
or expiration of this Agreement.
8.4 All invoices under this Agreement shall be sent to:
Verizon Wireless Cambridge Telephone Company, Inc.
Damian Talamantez 130 N. Superior
Verizon Wireless Cambridge, Idaho 83610
15505 Sand Canyon Ave., Bldg D-1 Att: Jerry Piper, Assistant Manager
Irvine, CA 92618 Fax: [phone]
Phone: [phone] Phone: [phone]
8.5 Either Pary may terminate this Agreement in whole or in par in the event
of a default of the other Pary, provided, however, that the non-defaulting
Pary notifies the defaulting Pary in wrting of the alleged default and the
defaulting Pary does not implement mutually acceptable steps to remedy
such alleged default within thirty (30) days after receipt of written notice
thereof.
9. CANCELLATION CHARGES
Except as provided herein, no cancellation charges shall apply.
10. NON-SEVERAILITY
The services, arangements, terms and conditions of this Agreement were
mutually negotiated by the Paries as a total arangement and are intended to be non-
severable.
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Traffc Exchange Agreement between Cambridge and VZW
11. INDEMNIFICATION
11. I Each Pary (the "Indemnifying Pary") shall indemnify and hold harmless
the other Pary ("Indemnified Pary") from and against loss, cost, claim
liability, damage, and expense (including reasonable attorney's fees) to
customers and other third paries for:
(a) Damage to tangible personal property or for personal injury
proximately caused by the negligence or wilful misconduct of the
Indemnifying Party, its employees, agents or contractors;
(b) Claims for libel, slander, or infringement of copyright arising from
the material transmitted over the Indemnified Pary's facilities
arising from the Indemnifying Party's own communications or the
communications of such Indemnifying Party's customers; and
(c) Claims for infringement of patents arising from combining the
Indemnified Party's facilties or services with, or the using of the
Indemnified Pary's services or facilities in connection with,
facilities ofthe Indemnifying Pary.
Notwthstanding this indemnification provision or any other provision in
this Agreement, neither Pary, nor its parent, partners, subsidiaries, affiliates,
agents, servants, or employees, shall be liable to the other for Consequential
Damages (as defined in § 12.3).
11.2 The Indemnified Pary wil notify the Indemnifying Pary promptly in
writing of any claims, lawsuits, or demands by customers or other third
paries for which the Indemnified Pary alleges that the Indemnifying
Pary is responsible under this Section, and, if requested by the
Indemnifyng Party, will tender the defense of such claim, lawsuit or
demand.
(a) In the event the Indemnifying Pary does not promptly assume or
diligently pursue the defense of the tendered action, then the
Indemnfied Pary may proceed to defend or settle said action and
the Indemnifying Pary shall hold harmless the Indemnified Pary
from any loss, cost liability, damage and expense.
(b) In the event the Pary otherwse entitled to indemnification from
the other elects to decline such indemnification, then the Pary
making such an election may, at its own expense, assume defense
and settlement of the claim, lawsuit or demand.
(c) The Paries will cooperate in every reasonable maner with the
defense or settlement of any claim, demand, or lawsuit.
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Traffc Exchange Agreement between Cambridge and VZW
12. LIMITATION OF LIABILITY
12.1 No liability shall attach to either Pary, its parents, subsidiaries, affiiates,
agents, servants, employees, officers, directors, or parners for damages
arising from errors, mistakes, omissions, interruptions, or delays in the
course of establishing, fuishing, rearranging, moving, terminating,
changing, or providing or failing to provide services or facilities
(including the obtaining or furnishing of information with respect thereof
or with respect to users of the services or facilities) in the absence of gross
negligence or wilful misconduct.
12.2 Except as otherwise provided in § 11, no Pary shall be liable to the other
Pary for any loss, defect or equipment failure caused by the conduct of
the first Pary, its agents, servants, contractors or others acting in aid or
concert with that Party, except in the case of gross negligence or wilful
misconduct.
12.3 In no event shall either Party have any liability whatsoever to the other
Party for any indirect, special, consequential, incidental or punitive
damages, including but not limited to 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"), even
if the other Party has been advised of the possibility of such damages.
13. DISCLAIMER
EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY
MAKES ANY REPRESENTATIONS OR WARRNTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRNTY AS TO
MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR
PURPOSE WITH RESPECT TO SERVICES PROVIDED HEREUNDER.
ADDITIONALLY, NEITHER PARTY ASSUMES ANY RESPONSIBILITY WITH
REGARD TO THE CORRCTNESS OF DATA OR INFORMATION SUPPLIED
BY THE OTHER PARTY WHEN THIS DATA OR INFORMATION IS
ACCESSED AND USED BY A THIRD-PARTY.
14. REGULATORY APPROVAL
The Paries understand and agree that this Agreement wil be filed with the
Commíssion, and to the extent required by FCC rules may thereafter be filed with the
FCC. Each Pary covenants and agrees to fully support approval of this Agreement by
the Commission or the FCC under § 252( e) of the Act without modification. The Paries,
however, reserve the right to seek regulatory relief and otherwise seek redress from each
other regarding performance and implementation of this Agreement. In the event the
Commission or FeC rejects this Agreement in whole or in par, the Paries agree to meet
and negotiate in good faith to arive at a mutually acceptable modification of the rejected
portiones). Furher, ths Agreement is subject to change, modification, or cancellation as
17
Traffc Exchange Agreement between Cambridge and VZW
may be required by a regulatory authority or court in the exercise of its lawfl
jurisdiction.
The Paries agree that their entrance into this Agreement is without prejudice to
any positions they may have taken previously, or may take in future, in any legislative,
regulatory, judicial or other public foru addressing any matters, including matters
related to the same types of arangements covered in this Agreement.
15. CHANGE IN LAW
The Paries acknowledge that the respective rights and obligations of each Pary
as set forth 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, arbitration
award, dispute resolution procedures under this Agreement or other legal action
purorting to apply the provisions of the Act to the Paries 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 Pary may, by providing written notice to the other Pary, 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 such
Amended Rules relating to any of the provisions of this Agreement.
16. MOST FAVORED NATION PROVISION
In accordance with § 252(i) of the Act and 47 C.F.R. § 51.809, VZW shall be
entitled to adopt from Cambridge any entire Interconnection/Compensation agreement
provided by Cambridge to any other CMRS provider that has been fied and approved by
the Commission, for services described in such agreement, on the same terms and
conditions. The term of the adopted agreement shall expire on the same date as set forth
in the agreement that was adopted.
17. DISPUTE RESOLUTION
Except as provided under § 252 of the Act with respect to the approval of this
Agreement by the Commission, the Paries desire to resolve disputes arising out of or
relating to this Agreement without, to the extent possible, litigation. Accordingly, except
for action seeking a temporary restraining 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 arising out of or relating to this Agreement or its breach.
17.1 Informal Resolution of Disputes. At the written request of a Pary, each
Pary will, within thirty (30) days of such request, 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 this Agreement. The Paries intend that non-lawyer,
18
Traffic Exchange Agreement between Cambridge and VZW
business representatives conduct these negotiations. The location, format,
frequency, duration, and conclusion ofthese 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 purposes 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
described below or in any lawsuit without the concurrence of all Paries.
Documents identified in or provided with such communications, which are
not prepared for purposes of the negotiations, are not so exempted and
may, if otherwise discoverable, be discovered or otherwse admissible, be
admitted in evidence, in the arbitration or lawsuit.
17.2 Formal Dispute Resolution. If negotiations fail to produce an agreeable
resolution within ninety (90) days, then either Party may proceed with any
remedy available to it pursuant to law, equity or agency mechanisms;
provided, that upon mutual agreement of the Parties such disputes may
also be submitted to binding arbitration. In the case of an arbitration, each
Pary shall bear its own costs. The Paries shall equally split the fees of
any mutually agreed upon arbitration procedure and the associated arbiter.
17.3 Continuous Service. The Paries shall continue providing services to each
other during the pendency of any dispute resolution procedure, and the
Paries shall continue to perform their payment obligations including
makng payments in accordance with this Agreement.
18. MISCELLANEOUS
18.1 Authorization.
(a) Cambridge Telephone Company is a corporation duly organized,
validly'existing and in good standing under the laws of the State of
Idaho and has full power and authority to execute and delivery this
Agreement and to perform its obligations hereunder, subject to any
necessar regulatory approval.
(b) Idaho 6-Clark Limited Parership d//a Verizon Wireless is a
limited parnership, duly organzed, validly existing and in good
standing under the laws of the State of Idaho. Verizon Wireless
(VA W) LLC d//a Verizon Wireless is a limited liabilty company,
duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each has full power and authority
to execute and deliver this Agreement and perform its obligations
hereunder, subject to any necessary regulatory approval.
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Traffic Exchange Agreement between Cambridge and VZW
18.2 Compliance. Each Party shall comply with all applicable federal, state,
and local laws, rules, and regulations applicable to its performance under
this Agreement. Nothing in this Agreement shall be construed as
requiring or permitting either Pary to contravene any mandatory
requirement of federal or state law, or any regulations or orders adopted
pursuant to such law.
18.3 Independent Contractors. Neither this Agreement, nor any actions taken
by VZW or Cambridge in compliance with this Agreement, shall be
deemed to create an agency or joint venture relationship between VZW
and Cambridge, or any relationship other than that of co-cariers. Neither
this Agreement, nor any actions taken by VZW or Cambridge in
compliance with this Agreement, shall create contractual, agency, or any
other type of relationship or third party liability between VZW and
Cambridge end users or others.
18.4 Force Majeure. Neither Pary shall be liable for àny delay or failure in
performance of any par of this Agreement from any cause beyond its
control and without its fault or negligence including, without limitation,
acts of nature, acts of civil or miltar authority, governent regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, nuclear accidents, floods, work stoppages, equipment failure,
power blackouts, volcanic action, other major environmental distubances,
unusually severe weather conditions or any other circumstaces beyond
the reasonable control and without fault or negligence of the Pary affected
(collectively, a "Force Majeure Event"). If any Force Majeure condition
occurs, the Pary delayed or unable to perform shall give immediate notice
to the other Party and shall take all reasonable steps to correct the Force
Majeure condition. During the pendency of the Force Majeure, the duties
of the Parties under this Agreement affected by the Force Majeure
condition shall be abated and shall resume without liability thereafter.
18.5 Confidentiality.
(a) Any information such as specifications, drawings, sketches,
business information, forecasts, models, samples, data, computer
programs and other software and documentation of one Pary (a
"Disclosing Pary") that is fuished or made available or
otherwse disclosed to the other Pary or any of its employees,
contractors, or agents (its "Representatives" and with a Pary, a
"Receiving Pary") pursuat to this Agreement ("Proprietar
Information") shall be deemed the property of the Disclosing
Par. Proprietary Information, if written, shall be clearly and
conspicuously marked "Confidential" or "Proprietar" or other
similar notice, and, if oral or visual, shall be confrmed in writing
as confidential by the Disclosing Pary to the Receiving Pary
within ten (10) days afer disclosure. Unless Proprietary
20
Traffc Exchange Agreement between Cambridge and VZW
Information was previously known by the Receiving Pary free of
any obligation to keep it confidential, or has been or is
subsequently made public by an act not attributable to the
Receiving Par, or is explicitly agreed in writing not to be regarded
as confidential, such information: (i) shall be held in confidence
by each Receiving Party; (ii) shall be disclosed to only those
persons who have a need for it in connection with the provision of
services required to fulfill this Agreement and shall be used by
those persons only for such purposes; and (iii) may be used for
other puroses only upon such terms and conditions as may be
mutually agreed to in advance of such use in writing by the Parties.
Notwithstanding the foregoing sentence, a Receiving Party shall be
entitled to disclose or provide Proprietary Information as required
by any governental authority or applicable law, upon advice of
counsel, only in accordance with § 18.5.b of this Agreement.
(b) If any Receiving Party is required by any governmental authority
or by applicable law to disclose any Proprietary Information, then
such Receiving Pary shall provide the Disclosing Pary with
written notice of such requirement as soon as possible and prior to
such disclosure. The Disclosing Pary may then seek appropriate
protective relief from all or par of such requirement. The
Receiving Party shall use all commercially reasonable efforts to
cooperate with the Disclosing Pary in attempting to obtain any
protective relief which such Disclosing Party chooses to obtain.
(c) In the event of the expiration or termination of this Agreement for
any reason whatsoever, each Pary shall retur to the other Pary or
destroy all Proprietary Information and other documents, work
papers and other material (including all copies thereof) obtained
from the other Pary in connection with this Agreement and shall
use all reasonable efforts, including instructing its employees and
others 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 Party, in any manner makng it available
to the general public.
18.6 Governing Law. This Agreement shall be governed by Federal law, where
applicable, and otherwise by the domestic laws of the State of Idaho
without reference to conflct of law provisions. Notwithstanding the
foregoing, the Parties may seek resolution of disputes under this
Agreement by the FCC, the Commission, or the Idaho state cours, or
federal cour, as appropriate.
18.7 Taxes. Each Pary purchasing services hereunder shall payor otherwise
be responsible for all federal, state, or local sales, use, excise, gross
21
Traffc Exchange Agreement between Cambridge and VZW
receipts, transaction or similar taxes, fees or surcharges levied against or
upon such purchasing Pary (or the providing Party when such providing
Party is permitted to pass along to the purchasing Party such taxes, fees or
surcharges), except for any tax on either Pary's corporate existence, status
or income. Whenever possible, these amounts shall be billed as a separate
item on the invoice. To the extent a sale is claimed to be for resale tax
exemption, the purchasing Pary shall furnish the providing Pary a proper
resale tax exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption. Failure
to timely provide such sale for resale tax exemption certificate will result
in no exemption being available to the purchasing Party.
18.8 Assignment. This Agreement shall be binding upon the Paries and shall
continue to be binding upon all such entities regardless of any subsequent
change in their ownership. Except as provided in this paragraph, neither
Pary may assign or transfer (whether by operation of law or otherwise)
this Agreement (or any right or obligations hereunder) to a non-affiiated
party without the prior written consent of the other Pary which consent
will not be uneasonably withheld; provided that either Pary may assign
this Agreement to a corporate Affliate or an entity under its common
control by providing prior written notice to the other Pary of such
assignment or transfer. Any attempted assignment or transfer that is not
permitted hereby is void ab initio. Without limiting the generality of the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the Paries' respective successors and assigns.
18.9 Non-Waiver. Failure of either Pary to insist on performance of any term
or condition of this Agreement or to exercise any right or privilege
hereunder shall not be construed as a continuing or future waiver of such
term, condition, right or privilege.
18.10 Notices. Notices given by one Pary to the other Pary under this
Agreement shall be in writing and shall be (i) delivered personally; (ii)
delivered by express delivery service; or (iii) mailed, certified mail, retu
receipt requested to the following addresses of the Paries:
To: Verizon Wireless To: Cambridge Telephone Company,
Inc
Verizon Wireless 130 N. Superior
Attn: Mary Bacigalupi Cambridge, Idaho 83610
2785 Mitchell Drive, MS 8-1 Attn: Jerr Piper, Assistant Manager
Walnut Creek, eA 94598
With a copy to:With a copy to:
Verizon Wireless
1300 I Street, NW Suite 400W
22
Traffc Exchange Agreement between Cambridge and VZW
Washington, DC 20005
Attn: Regulatory Counsel,
Interconnection
Or to such other address as either Pary shall designate by proper notice. Notices
wil be deemed given as of the earlier of: (i) the date of actual receipt; (ii) the
next business day when notice is sent via overnight express mail or personal
delivery; or (iii) three (3) days after mailing in the case of certified U.S. maiL.
18.11 Publicity and Use of Trademarks or Service Marks. Neither Party nor its
subcontractors or agents shall use the other Pary's trademarks, service
marks, logos or other proprietary trade dress in any advertising, press
releases, publicity matters or other promotional materials without such
Pary's prior written consent.
18.12 Joint Work Product. This Agreement is the joint work product of the
Paries and has been negotiated by the Paries and their respective counsel
and shall be fairly interpreted in accordance with its terms. In the event of
any ambiguities, no inferences shall be drawn against either Pary.
18.13 No Third Party Beneficiaries; Disclaimer of Agency. This Agreement is
for the sole benefit of the Parties and their permitted assigns, and nothing
herein expressed or implied shall create or be construed to create any
third-pary beneficiary rights hereunder. Except for provisions herein
expressly authorizing a Pary to act for another, nothing in this Agreement
shall constitute a Party as a legal representative or agent of the other Pary;
nor shall a Pary 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 otherwise expressly
permitted by such other Party. Except as otherwse expressly provided in
this Agreement, no Party undertakes to perform any obligation of the other
Pary, whether regulatory or contractual, or to assume any responsibility
for the management of the other Pary's business.
i 8 .14 No License. No license under patents, copyrights, or any other intellectual
property right (other than the limited license to use consistent with the
terms, conditions and restrictions of this Agreement) is granted by either
Pary, or shall be implied or arse by estoppel with respect to any
transactions contemplated under this Agreement.
18.15 Technology Upgrades. Nothng in this Agreement shall limit either
Paries' ability to upgrade its network through the incorporation of new
equipment, new software or otherwise, provided it is to industry standards,
and that the Pary initiating the upgrade shall provide the other Pary
written notice at least ninety (90) days prior to the incorporation of any
such upgrade in it network which will materially impact the other Pary's
23
Traffic Exchange Agreement between Cambridge and VZW
service. Each Pary shall be solely responsible for the cost and effort of
accommodating such changes in its own network.
18.16 Entire Agreement. The terms contained in this Agreement and any
Schedules, Exhibits, tariffs and other documents or instruments referred to
herein are herby incorporated into this Agreement by reference as if set
forth fully herein, and constitute the entire agreement between the Paries
with respect to the subject matter hereof, superseding all prior
understadings, proposals and other communications, oral or written.
Neither Pary shall be bound by any preprinted terms additional to or
different from those in this Agreement that may appear subsequently in
the other Pary's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications. This Agreement
may only be modified by a writing signed by an officer of each Pary.
24
Traffc Exchange Agreement between Cambridge and VZW
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the dates listed below.
Idaho 6-Clark Limited Partnership
d/b/a Verizon Wireless
By: CommNet Cellular Inc., Its
Managing Agent
Verizon Wireless (V A W) LLC d/b/a
Verizon Wireless
By:
Name:Keith A. Suratt
Title: West Area Vice President-
Network
Date: "/0'7 h¡~ f
Cambridge Telephone Company, Inc
By:j2~Çj~~~~ $7
Name: Rick Wiggins
Title: General Manager
Date: L/ /6/ Obi ,
25
Traffic Exchange Agreement between Cambridge and VZW
ATT ACHMENT A
Reserved for Future Use
26