20090430Application.pdf

p F r, E ~ \~ ;:'e:CambridgeTelephone
lUUS ~PR 29 ~t\ 8: \ 0
P.O. Box 88
Cambridge, ID 83610
CAn--r- oC¡ -ofApril 28, 2009
Idaho Public Utilities Commission
P.o. Box 83720
Boise, ID 83720-0074
Cambridge Telephone and Spri Nextel, and Cambridge Telephone and AT&T agree on
the rates and terms of the enclosed contracts. They are signed and agreed upon.
We would like to request a copy of the PUC's final order to forward to the carers, as
they have requested copies.
If you have any questions or need additional information, please contact Jerr Piper at
208-257-3314.
Sincerely,
~, 6£4t.if
Nikii Barett
P.O. Box BB . Cambridge, 10 B361 0 . (20B) 257-3314
GAM ::-oC(-6(
INTERCONNECTION AGREEMENT
BY AND BETWEN
CAMBRIDGE TELEPHONE COMPANY, INC.
(OCN 2215)
AND
SPRINT SPECTRUM L.P.
FOR THE STATE OF IDAHO
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TABLE OF CONTENTS
1 DEFINITIONS. .....................................................................................................................1
2 SCOPE.....................................................................................................................................3
3 TERM AND TERMINATION. .............................................................................................4
4 INTERCONNECTION. ........................................................................................................5
5 COMPENSATION"..............................................................................................................6
6 BIL.LING AND PAYMENT .................................................................................................8
7 IMPAIRMENT OF SERVICE. .............................................................................................9
8 DIALING .PARITY. ...........................................................................................................10
9 OFFICE CODE. TRANSLATIONS................................................................................... .10
10 LOCAL NUMBER PORTABILITy................................................................................... .11
11 AUDITS.. ...............................................................................................................................11
12 LIMITATION OF LIABILITY............................................................................................12
13 NO WARRANTIES. ...............................................................................................................13
14 INDEM.NIFICATION..........................................................................................................13
15 FORCE M.AJEURE .............................................................................................................14.
16 NONDISCLOSURE OF PROPRIETARY INFORMATION .......................................14
17 NOTICES. .............................................................................................................................16
18 DI.SPUTE. .RESOLUTION..................................................................................................17
19 MISCELLANEOUS...............................................................................................................17
20 ENTIRE. AGREEMENT...................................... ............................................................... i 9
1
This Interconnection Agreement ("Agreement") is entered into by and between
Cambridge Telephone Company. ("Cambridge") with corporate offces at 130 Nort
Superior, Cambridge, Idaho 83610 and Sprint Spectr L.P., a Delaware limited
parership, for itself and as agent WirelessCo, L.P. and SprintCOM, Inc. (collectively
"Sprit"), with offices at 6200 Sprit Parkway, Overland Park, Kansas 66251 (each
referred to as a "Party" and collectively as ¡'Parties"). This Agreement shall be deemed
effective as of Februry 20,2009. (the "Effective Date").
Sprit provides commercial mobile radio service under licenses issued by the
FCC.
Cambridge is a certified Incumbent Local Exchange Carrer in the state ofIdaho.
The Paries wish to establish an interconnection agreement pursuant to 47 U.S.C.
Section 251.
Sections 251 and 252 of the Communcations Act of 1934, as amended, have
specific requirements for interconnection and reciprocal compensation and the Partes
intend that this Agreement meets these requirements.
The Paries are entering into ths Agreement to set forth the respective obligations
of the Parties and the terms and conditions under which the Parties wil interconnect their
respective networks, exchange traffc, and provide other services pursuant to the Act.
In consideration of the mutual obligations set forth below, the Paries agree to the
following terms and conditions:
1 DEFINITIONS.
Any term used in this Agreement that is not specifically defined herein shall have
the definitions assigned to it (if any) in the Act. Any term used in this Agreement that is
not defined herein or in the Act shall be interpreted in light of its ordinary meaning and
usage, including any special or technical meaning or usage which such term may have
within the telecommunications industr.
1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 15 1 et. seq.), as
amended and interpreted in the rules and reguations of the FCC.
1.2 "Confidential Information" shall have the meanng ascribed in Section 16.
1.3 "End Offce Switch" or "End Offce" means the telephone company
switch to which a telephone subscriber is connected and which actually
delivers dial tone to that subscriber and also establishes line to line, line to
tr, and tr to line connections.
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1.4 "FCC" means the Federal Communcations Commssion.
1.5 "Interconnection" means the physical linkng of two networks for the
mutual exchange of Traffic. 47 C.F.R. § 51.5.
1.6 ' "Interconnection Facilities" means the facilities or combination of
facilities, circuits, service arrangements, trs, and tr groups used to
deliver Telecommuncations Traffic between Cambridge's switch and the
Sprint MSC. 17 U.S.C. § 20.3.
1.7 "Interconnection Point"("IP") means any technically feasible point of
demarcation where the exchange of traffic between two carers taes
place.
1.8 "Interexchange Carer" or "IXC" is a telephone company that provides,
directly or indirectly, intraLATA or interLATA telecommuncations
services.
1.9 "Local Exchange Carer" or "LEC" means any person that is engaged in
the provision of telephone exchange servce or exchange access. Such
term does not include a person insofar as such person is engaged in the
provision of a commercial mobile service under Section 332( c), except to
the extent that the FCC finds that such service should be included in the
definition of such term. 17 U.S.C. § 153 (26).
1.10 "Major Trading Area" or "MTA" means the service areas based on the
Rand McNally 1992 Commercial Atlas & Marketing Guide, 123rd edition,
at pages 38-39. 47 C.F.R. §24.202(a)
1.11 "Mobile Switching Center" or "MSC" is a switching facility that is an
essential element of the wireless network which performs the switching
for the routing of calls between and among its mobile subscribers and
subscribers in other mobile or landline networks. The MSC is used to
interconnect tr circuits between and among End Offce Switches and
Tandem Switches, aggregation points, points of termination, or points of
presence, also coordinates inter-cell and inter-system call hand-offs, and
records all system traffc for analysis and biling.
1.12 "Reciprocal Compensation" means a compensation arangement between
two carriers in which each of the two carrers receives compensation from
the other carrer for the Transport and Termination on each carer's
network facilities of Telecommunications Traffic that originates on the
network facilities ofthe other carrer. 47 C.F.R. § 51.701(E).
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1.13 "State Commission" refers to the state regulatory agency to which the
state legislature has delegated authority to regulate LECs in the state in
which this Agreement is fied.
1.14 "Tandem switch" or "Tandem Office" is a switching facility that is used to
interconnect tr circuits between and among End Office Switches,
aggregation points, points of termination, or points of presence.
1.15 "Telecommuncations Traffc" "for the purpose of this agreement is that
traffic which originates and terminates within the same MTA. For
puroses of determining whether traffc originates and terminates within
the same MT A, and therefore whether the traffc is subject to reciprocal
compensation, the location of the Interconnection Point between the two
carers at the beginning of the call shall be used to determine the location
ofthe mobile caller or called par.
1.16 "Termination" means the switching of Telecommuncations Traffic at the
terminating Part's End Offce Switch, or equivalent facility, and delivery
of such traffc to the called Pary's premises as referenced in 47 C.F.R. §
51.701 (d).
1.17 "Transport" means the transmission and any necessar tandem switching
of Telecommunications Traffic subject to Section 251 (b)(5) of the Act
from the Interconnection Point between the Paries to the terminating
carer's End Office Switch that directly serves the called par, or
equivalent facility provided by a carrer other than an incumbent LEC as
referenced in 47 C.F.R. § 51.701(c).
2 SCOPE.
2.1 Ths Agreement sets forth the rights and obligations of each Pary to
establish Interconnection, to enable the exchange of Telecommuncations
Traffc between the networks of both Paries, and any Reciprocal
Compensation to be charged for the exchange of such traffic pursuat to
Section 251 and 252 of the Act.
2.2 The scope of the traffc subject to ths Agreement shall be limited to that
Telecommunications Traffic that originates from a subscriber on the
network of one Pary and is delivered to a subscriber on the network of the
other Party.
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3 TERM AND TERMINATION.
3.1 This Agreement is effective upon signatue by both paries and has an
initial term of one year and shall continue in force and effect thereafter, on
a month to month basis, uness either Party upon (sixty) 60 days' wrtten
notice requests to re-negotiate or terminate the Agreement. Upon such
notice, the Parties may mutually re-negotiate a successor agreement or
terminate the Agreement pursuant to the conditions set forth in Section
3.4
3.2 Notwithstanding Section 3.1, ths Agreement shall be terminated in the
event that:
3.2.1 the FCC revokes, cancels, does not renew or otherwise terminates
Sprint's authorization to provide mobile services in the area served
by Cambridge, or the State Commission revokes, cancels, or
otherwise terminates Cambridge certification to provide local
servce; or
3.2.2 either Party becomes bankpt or insolvent, makes a general
assignent for the benefit of, or enters into any arrangement with
creditors, fies a volunta petition under any bankptcy,
insolvency or similar laws, or proceedings are instituted under any
such laws seeking the appointment of a receiver, trstee or
liquidator instituted against it which are not terminated within sixty
(60) days of such commencement.
3.3 Either Par shall have the right to terminate this Agreement at any time
upon wrtten notice to the other Pary in the event:
3.3.1 a Party is in arears in the payment of any undisputed amount due
under this Agreement for more tha ninety (90) days, and the Pary
does not pay such sums within ten (10) business days of the other
Part's written demand for payment;
3.3.2 a Party is in material breach of the provisions of this Agreement
and that breach continues for a period of thrty (30) days after the
other Party notifies the breaching Part of such breach, including a
reasonably detailed statement of the natu of the breach.
3.4 Prior to expiration or upon a notice to terminate this Agreement either
Party may make wrtten request that services continue to be provided
pursuant to the terms of this Agreement during the negotiation of a new
Agreement. Upon receipt of such notification, the same terms, conditions,
and prices set forth in this Agreement wil continue in effect, as were in
effect immediately preceding the request until a successor agreement is
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reached or for 160 days, whichever is shorter, unless mutually agreed
otherwise by the Parties. Should either Part fie for mediation or
arbitration pursuant to the Act, the Agreement wil remain in effect until
replaced by a conforming agreement pursuant to the issuance of a final
Order issued by the Commission
4 INTERCONNECTION.
This Agreement provides for the following interconnection and arrangements
between the networks of Cambridge and Sprint. Routing of Telecommuncations Traffic
shall be as described in ths section, except that, alternatives may be employed in the
event of emergency or temporary equipment failure.
4.1 Indirect Interconnection. The Parties may establish a default
Interconnection Point at any appropriate tandem to which both Partes are
connected, including any third-party Tandem Switch.
4.1.1 Each Party shall be responsible for the cost of providing facilities
from its network to the Interconnection Point. Either Par may
establish a different Interconnection Point for the traffic, provided
that the new Interconnection Point does not increase the cost of
transporting or terminating traffc for the other Part.
4.1.2 Telecommuncations Traffc exchanged through a third part
Tandem Switch is subject to this Agreement. Each Pary is
responsible for the costs of delivering its traffic to the other Par.
4.2 Direct Interconnection. Upon mutul agreement of the Parties direct
tring may be made available on a two-way basis. The Partes may, on
a case by case basis, agree to implement one-way directiona1ized trs,
in which case, each Par shall be responsible to individually obtain and
pay for such one-way direct interconnection facilities from that Party's
network to the other Par's network.
4.2.1 The Paries shall mutually agree to establish the Interconnection
Point at techncally feasible and economically advantageous
location.
4.2.2 Cambridge shall be responsible for engineering and maintaining its
network on its side of the IP. Sprint shall be responsible for
engineering and maintaining its network on its side of the IP.
4.2.3 Regardless of the method of direct connection agreed to, each
Part shall constrct, equip, maintain and operate its network in
accordance with generally accepted engineering practices for
telephone systems and in compliance with all applicable rules and
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regulations, as amended from time-to-time, of any regulatory body
empowered to regulate any aspect of the facilities contemplated
herein.
4.3 The Parties agree to comport with industr standard and state requirements
regarding rating and routing of traffic. An NXX assigned to a Par that is
associated with a rate center shall be included in any optional callng
scope, or similar program to the same extent as any other NXX in the
same rate center.
4.4 Each Part shall constrct, equip, maintain and operate its network in
accordance with generally accepted engineering practices for telephone
systems and in compliance with all applicable rules and regulations, as
amended from time-to-time, of any regulatory body empowered to
reguate any aspect of the facilities contemplated herein.
4.5 SS7 Out of Band Signaling (CCS/SS7) wil be the signaling of choice
where technically feasible for both Paries. Use of third par SS7 trs
for connecting Sprint to Cambridge's SS7 systems is permitted and wil
meet generally accepted technical stadards in the industr.
4.6 The Parties agree that they wil work together to deploy number
portabilty in accordance with the Act, FCC and State Commission
mandates, industr stadards, or any changes in law that occur subsequent
to the Effective Date of ths Agreement.
5 COMPENSATION,
5.1 Reciprocal Compensation. The reciprocal compensation for the exchange
of Telecommunications Traffic wil be as defined in Attachment 1.
5.2 Where a traffic study is pedormed by the Paries which documents that for
three consecutive calendar months of mutual traffc exchange between the
Paries after the Effective Date of this Agreement the total terminating to
originating traffic for the entire three-month study period was balanced by
a ratio of less than 55 percent terminating to 45 percent originating on the
Cambridge network charges for Reciprocal Compensation will become
bil and keep. Any traffc study shall be based on mutually agreeable
measurement criteria and auditing standads, and shall not be pedormed
more often than once every six months.
5.3 Interconnection Facilities
5.3.1 Where the Cambridge provides the Interconnection Facilities and
has not developed TELRIC-based rates, the charges shall be as
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specified in Cambridge's applicable tariff for fuctionally
equivalent elements reduced by 50%. The applicable recurng
charges, if any, shall be furher reduced by 50%, such that the costs
of maintaining the facilities are equally shared. Cambridge shall
submit a bil which reflects the cost reduction.
5.3.2 Where Interconnection Facilities used for two-way traffc are
provisioned through a third pary, the applicable charges for
establishing, provisioning and maintaining the two-way tr
group shall be equally shared (i.e. each Par is responsible for
50% of the costs.). The orderig Part shall submit a bil to the
other Pary for the non-recurrg and recurng charges which
indicates the cost reduction.
5.4 Excessive Call Volume
The Parties agree that, notwithstading anything contrary in ths
Agreement, if the actual usage data indicates that the
Telecommuncations Traffic terminated to one Part has experienced a
signficant increase (defined as a 60% increase in monthly traffc. volume
compared to the monthy traffic volume for the first month following
execution of this Agreement) for two (2) consecutive months, the Par
experiencing the increased obligation resulting from such increase may
provide the other Part a wrtten request to investigate the reasons for the
signficant increase and to provide a response to the requesting Pary
within thirty (30) days of receipt of the wrtten request. If the reason for
the signficant increase is expected to continue, the Par requesting the
investigation may provide the other Part a wrtten request to renegotiate
Section 5.1 and Attachment I of ths Agreement. Upon arequest from a
Part to renegotiate, the reciprocal compensation wil be limited to the
average monthly usage for the three successive months prior to the first
occurence of the significant increase of traffc on a going forward basis
until a successor agreement is reached between the Parties, either though
voluntary negotiation or arbitration. Any change in reciprocal
compensation rates as a result of such successor agreement may be tred
up retroactively to the date of the wrtten request to renegotiate.
5.5 The exchange of traffic between the Parties that is not
Telecommuncations Traffic as defined herein shall be accomplished using
the existing toll telephone network.
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6 BILLING AND PAYMENT.
6.1 The Parties shall bil each other as applicable, for compensation due under
this Agreement on a monthly basis. All undisputed charges shall be paid
within thirt (30) days after the initial bil was received.
6.2 If any portion of an amount due to a Par (the "Biling Part") under this
Agreement is subject to a bona fide dispute between the Parties, the Party
biled (the "Biled Party") shall, within sixty (60) days of its receipt of the
invoice containing such disputed amount, give wrtten notice to the Biling
Par of the amounts it disputes ("Disputed Amounts") and include in such
notice the specific details and reasons for disputing each item.
6.3 Backbiling for any compensation due under this Agreement shall be
limited to 12 months from the time a service was rendered.
6.4 For puroses of this Agreement the Paries wil utilze a net-biling
arrangement using the initial Traffic Factor defined in Attchment I as the
basis A for calculating the Reciprocal Compensation due. The Traffic
Factor reflects the agreed upon balance of Mobile to Land ("M2L") and
Land to Mobile ("L2M") Telecommuncations Traffc. The Traffc Factor
may be updated periodically upon request based upon the results of a
verified traffc study, but no more frequently than once every six months.
If the Parties are unable to reach agreement for modification of the Traffc
Factor, either Par may request resolution of the dispute pursuant to
Section 18 of this Agreement.
6.5 Cambridge will prepare a bil in accordace with the CABS / SECABS
biling system and will reflect in its bil the total Sprint M2L minutes of
use ("MOU") and net bil arangement. Unless otherwse provided herein,
Sprint wil not send a monthy invoice to Cambridge for Reciprocal
Compensation.
6.6 Cambridge wil calculate and prepare its net bil by using the following
formula:
(a) Sprint M2L MOUs terminated by Cambridge
(b) Divide the Sprint M2L MOUs in "(a)" by the M2L Traffc
Factor to arrve at the Total Telecommunications Traffc
exchanged between the Parties;
(c) Multiply the Total Telecommunications Traffc arved at in
"(b)" by the L2M Factor to obtain the Cambridge L2M MOU
(d) Subtract Cambridge L2M MOU arrved at in "(c)" from Sprint
M2L MOU in "(a)" above to obtain Net MOUs.
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(e) Multiply Net MOUs by the Reciprocal Compensation rate in
Attachment i.
Example: 100,000 MOUs are determined to be mobile-to-Iand.
100,000 is divided by 65% to arrve at 153,846 MOUs total
Telecommunications Traffc exchanged; 153,846 is multiplied by
.35 to arrve at 53,846 Cambridge MOUs; Subtract 53,846
Cambridge MOU from 100,000 Sprint MOU to obtain 46,154 Net
MOUs biled to Sprint.
6.7 Cambridge wil reflect in the monthly biling the deduction of what
Cambridge owes to Sprint. Based on the example above, Cambridge
would show Sprint termnated 100,000 M2L MOUs. In the same invoice,
Cambridge would reflect a credit for 53,846 MOUs and bil Sprint for the
Net MOU of 46,154.
6.8 Should Sprint determine that a net biling arangement is no longer
desirable, it will provide Cambridge not less than sixty (60) days prior
wrtten notice when changing its election to use actual recorded MOU to
bil Cambridge. In such event, Sprint wil be then responsible for
measurng the monthly Telecommuncations Traffic, measured by actul
minutes of use, terminating into its network from Cambridge's network
and shall bil Cambridge on a going forward basis using the rate set forth
in Attachment I.
7 IMPAIRMENT OF SERVICE.
7.1 The characteristics and methods of operation of any circuits, facilities or
equipment of either Part that are connected with the services, facilities or
equipment of the other Party pursuant to ths Agreement shall not intedere
with or impair the servce provided over any facilities of the other Part,
its affliated companies, or its connecting and concurng carers involved
in providing its services. Neither shall the characteristics and methods of
operation of the same circuits, facilities or equipment cause damage to the
other Par's network, violate any applicable law or regulation regarding
the invasion of privacy of any communications carred over the Par's
facilities, or create hazards to the employees of either Par or to the
public (each hereinafter referred to as an "Impairment of Service").
7.2 If either Pary causes an Impairment of Service, the Par whose network
or service is being impaired (the "Impaired Part") shall promptly notify
the Part causing the Impairment of Service (the "Impairing Part") of the
natue and location of the problem and that, unless promptly rectified, a
temporary discontinuance of the use of any circuit, facility or equipment '
may be required. The Impairing Part and the Impaired Party agree to
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work together to attempt to promptly resolve the Impairment of Service.
If the Impairing Party is unable to promptly remedy the Impairment of
Service, then the Impaired Part may at its option temporarly discontinue
the use of the affected circuit, facility or equipment.
8 DIALING PARTY.
8.1 Regardless of the type of interconnection with Cambridge's network,
Cambridge shall permit its end users withi a given Rate Center to dial the
same number of digits to call a Sprint NPA-NXX in any Rate Center that
would be required of the same end user to call a 1andline end user in the
same Rate Center as the Sprint NP A-NX.
8.2 Sprint shall permit its end users withi a given Rate Center to dial the
same number of digits to call a Cambridge NPA-NXX in any Rate Center
that would be required of the same end user to call another end user in the
same Rate Center as the Cambridge NPA-NXX.
9 OFFICE CODE TRANSLATIONS.
9.1 It shall be the responsibilty of each Party to program and update its own
switches and network systems in accordace with the Local Exchange
Routing Guide (nLERGn) in order to recognze and route traffc to the
other Part's assigned NXX codes at all times. Neither Pary shall impose
any fees or charges on the other Pary for such activities.
9.2 When more than one carrer is involved in completing the call, the N-1
carer has the responsibility to determine if a query is required, to launch
the query, and to route the call to the appropriate switch or network in
which the telephone number resides.
9.3 If a Part does not fulfill its N-1carer responsibility, the other Part shall
perform queries on calls to telephone numbers with portable NXXs
received from the N-1 carrer and routethe call to the appropriate switch
or network in which the telephone number resides. The N-1 carer shall
be responsible for payment of charges to the other Par for any queries,
routing, and transport fuctions made on its behalf, including any
reciprocal compensation assessed by the terminating carrer or transit
charges assessed by a tandem provider.
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10 LOCAL NUMBER PORTABILITY.
10.1 Local Number Portability (LNP) provides an end user of
telecommuncations service the abilty to retain its existing telephone
number when changing from one telecommuncations carrer to another.
The Parties recognze that some of the traffc to be exchanged under this
Agreement may be destined for telephone numbers that have been ported.
10.2 The Parties shall provide LNP query, routing, and transport services in
accordance with rules and regulations as prescribed by the FCC and the
guidelines set fort by the North American Numbering Council
("NANC"). The applicable charges for LNP query, routing, and transport
services shall be biled in accordance with each Part's applicable taff or
contract.
10.3 The Paries wil mutually provide LNP servces from properly equipped
central offices. LNP applies when a customer with an active account
wishes to change carrers while retaining the telephone number or
numbers associated with the account. LNP is also used with the
provisioning of number pooling which the Paries wil mutually provide in
accordance with rules and regulations as prescribed by the appropriate
regulatory bodies and using the industr guidelines set fort for number
pooling.
10.4 Both Parties wil pedorm testing as specified in industr guidelines and
cooperate in conducting any additional testing to ensure interoperability
between networks and systems. Each Par shall inform the other Part of
any system updates that may affect the other Part's network and each
Part shall, at the other Pary's request, perform tests to validate the
operation of the network.
10.5 The Pares agree that traffic wil be routed via a Location Routing
Number ("LRN") assigned in accordace with industr gudelines.
1.1 AUDITS.
11.1 For good cause, either Part may conduct an audit of the other Par's
books and records pertainig to the servces provided under this
Agreement no more than once per twelve (12) month period to evaluate
the other Party's accuracy of biling, data and invoicing in accordance with
this Agreement. Any audit shall be pedormed as follows: (a) following at
least thirty (30) business days prior wrtten notice to the audited Par, (b)
subject to the reasonable scheduling requirements and limitations of the
audited Party, (c) at the auditing Party's sole expense, (d) of a reasonable
scope and duration, (e) in a maner so as not to intedere with the audited
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Part's business operations, and (t) in compliance with the audited Pary's
securty rules. The wrtten request for an audit shall set forth the auditing
Part's grounds that an audit is necessary; the Part receiving the request
for an audit may dispute the request under the dispute resolution process in
Section.
11.2 Adjustments, credits or payments shall be made and any corrective action
shall commence withi thirty (30) Days from the requesting Part's
receipt of the final audit report to compensate for any errors or omissions
which are disclosed by such audit and are agreed to by the Parties.
12 LIMITATION OF LIABILITY.
12.1 The Paries agree to limit liability in accordance with ths Section.
12.2 Except for damages resulting from the wilful or intentional misconduct of
one or both Pares, the liability of either Pary to the other Pary for
damages arising out of (i) failure to comply with a direction to install,
restore or terminate facilties, or (ii) failures, mistakes, omissions,
interrptions, delays, errors, or defects occurg in the course of
fushig any services, arrangements, or facilities hereunder shall be
determined in accordance with this section 12. The providing Part's
liabilty shall not exceed an amount equal to the pro rata monthy charge
for the period in which such failures, mistakes, omissions, interrptions,
delays, errors, or defects. Because of the mutual natue of the exchange of
Traffc arrangement between the Paries pursuant to ths Agreement, the
Paries acknowledge that the amount of liability incured under this
Section may be zero.
12.3 Neither Party shall be liable to the other in connection with the provision
or use of servces offered under this Agreement for any indirect,
incidental, special or consequential damages including but not limited to
damages for lost profits or revenues, regardless of the form of action,
whether in contract, warranty, strct liability, or tort, including without
limitation, negligence of any kind, even if the other Part has been advised
of the possibility of such damages; provided that the foregoing shall not
limit a Party's 'liability with respect to its indemnification obligations
under Section 6 of this Agreement.
12.4 Except in the instance of harm resulting from an intentional action or
wilful misconduct, the Parties agree that neither Part shall be liable to
the end user of the other Party in connection with its provision of services
to the other Party under this Agreement. In the event of a dispute
involving both Pares with a customer of one Par, both Parties shall
assert the applicability of any limitations on liability to end users that may
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be contained in either Part's applicable tariff(s) or applicable end user
contracts.
13 NO WARRNTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKS, AND EACH PARTY HEREBY SPECIFICALLY
DISCLAIMS, ANY REPRESENTATIONS OR WARNTIES, EXPRESS OR
IMPLIED, REGARING ANY MATTER SUBJECT TO THIS AGREEMENT,
INCLUDING ANY IMPLIED WARNTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRNTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
14 INDEMNIFICATION
14.1 Each Part (the "Indemnfyng Par") shall release, indemnfy, defend
and hold harmless the other Pary ("Indemnfied Par") from and against
all losses, claims, demands, daages, expenses (including reasonable
attorney's fees), suits or other actions, or any liability whatsoever related
to the subject matter of this Agreement, (i) whether suffered, made,
instituted, or asserted by any other part or person, relating to personal
injur to or death of any person, or for loss, daage to, or destrction of
real and/or personal propert, whether or not owned by others, incured
durng the term of this Agreement and to the extent proximately caused by
the act(s) or omission(s) of the Indemnifyng Part, regardless of the form
of action, or (ii) whether suffered, made, instituted, or asserted by its own
customer(s) against the other Pary arising out of the other Pary's
provisioning of services to the Indemnfyng Part under this Agreement,
except to the extent caused by the gross negligence or willful misconduct
of the Indemnfied Party, or (iii) arising out of the libel, slander, invasion
of privacy, misappropriation of a name or likeness. Notwithstadig the
foregoing, nothng contained herein shall affect or limit any claims,
remedies, or other actions the Indemnifyng Part may have against the
Indemnified Par under this Agreement, any other contract, or any
applicable tariff( s), regulation or laws for the Indemnfied Par's
provisioning of said services.
14.2 The Indemnified Party shall (i) notify the Indemnifyng Pary promptly in
wrting of any wrtten claims, lawsuits, or demand by third paries for
which the Indemnified Pary alleges that the Indemnfyg Par is
responsible under this Section and (ii) tender the defense of such claim,
lawsuit or demand to the Indemnifyng Party, (iii) assert any and all
provisions in its tariff that limit liability to thrd parties as a bar to any
recovery by the third-party claimant in excess of such limitation. The
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Indemnfied Party also shall cooperate in every reasonable maner with
the defense or settlement of such claim, demand, or lawsuit. The
Indemnifying Party shall keep the Indemnfied Part reasonably and
timely apprised of the status of the claim, demand or lawsuit. In no event
shall the Indemnifying Part settle or consent to any judgment pertainig
to any such action without the prior wrtten consent of the Indemnfied
Part, which consent shall not be uneasonably withheld, delayed or
conditioned. The Indemnfied Pary shall have the right to retain its own
counsel, at its expense, and participate in but not direct the defense, except
that if the Indemnifyng Par does not promptly assume or diligently
pursue the tendered action, then the Indemnfied Part may proceed to
defend or settle said action at the expense of the Indemnifyng Par.
14.3 The Indemnfyng Part shall not be liable under this Section for
settlements or compromises by the Indemnfied Party of any claim,
demand, or lawsuit unless the Indemnifyng Par has approved the
settlement or compromise in advance, and such approval by the
Indemnifyng Party shall not be unreasonably witheld, or uness the
defense of the claim, demand, or lawsuit has been tendered to the
Indemnifyng Party in wrting and the Indemnfying Par has failed to
promptly undertake the defense.
15 FORCE MAJEUR.
15.1 Neither Par shall be liable for any delay or failure in performance of any
part of this Agreement from any cause beyond its control and without its
fault or negligence, regardless of whether such delays or failures in
performance were foreseen or foreseeable as of the date of ths
Agreement, including, without limitation, acts of God, acts of civil or
milita authority, embargoes, epidemics, war, terrorist acts, riots,
insurections, fires, explosions, earthquaes, nuclear accidents, floods,
power failure or blackouts. Ifperformance of either Pary's obligations is
delayed under ths Section, the due date for the performance of the
original obligation(s) shall be extended by a term equal to the time lost by
reason of the delay. In the event of such delay, the delaying Party wil
perform its obligations at a performance level no less than that which it
uses for its own operations.
16 NONDISCLOSURE OF PROPRIETARY INFORMATION.
16.1 It may be necessary for the Paries to exchange with each other certain
confidential information durng the term of this Agreement including,
without limitation, technical and business plans, techncal information,
proposals, specifications, drawings, procedures, orders for services, usage
14
information in any form, customer account data, call detail records,
Customer Proprietary Network Information ("CPNI") and Carrer
Proprietary Information ("CPI") as those terms are defined by the
Communications Act of 1934, as amended, and the rules and reguations
of the FCC and similar information (collectively, "Confidential
Information"). Confidential Information includes (i) all information
delivered in wrtten form and marked "confidential" or "proprietary" or
bearing mark of similar import; (ii) oral information, if identified as
confidential or proprietary at the time of disclosure and confirmed by
wrtten notification within ten (10) days of disclosure; (iii) information
derived by the Recipient (as hereinafter defined) from a Disclosing Party's
(as hereinafter defined) usage of the Recipient's network; and (iv) or
information that the circumstances surounding disclosure or the natue of
the information suggests that such information is proprietary or should be
treated as confidential or proprietary. The Confidential Information will
remain the propert of the Disclosing Part and is proprietar to the
Disclosing Par. Recipient wil protect Confidential Information as the
Recipient would protect its own proprieta information, includig but not
limited to protecting the Confidential Information from distrbution,
disclosure, or dissemination to anyone except employees or duly
authorized agents of the Paries with a need to know such information and
which the affected employees and agents agree to be bound by the terms
of this Section. Confidential Information wil not be disclosed or used for
any purpose other than to provide service as specified in this Agreement or
upon such other terms as may be agreed to by the Partes in wrting. For
puroses of this Section, the Disclosing Pary means the owner of the
Confidential Information, and the Recipient means the par to whom
Confidential Information is disclosed.
16.2 Recipient has no obligation to safeguard Confidential Information (i)
which was in the Recipient's possession free of restrction prior to its
receipt from Disclosing Part, (ii) after it becomes publicly known or
available through no breach of this Agreement by Recipient, (iii) after it is
rightfully acquired by Recipient free of restrctions on the Disclosing
Part, or (iv) after it is independently developed by personnel of Recipient
to whom the Disclosing Part's Confidential information had not been
previously disclosed. Recipient may disclose Confidential Information if
required by law, a court, or governental agency, provided that
Disclosing Part has been notified of the requirement promptly after
Recipient becomes aware of the requirement, and provided that Recipient
undertakes all reasonable lawful measures to avoid disclosing such
information until Disclosing Party has had reasonable time to obtain a
protective order. Recipient wil cooperate with the Disclosing Part to
obtain a protective order and to limit the scope of such disclosure.
Recipient wil comply with any protective order that covers the
Confidential Information to be disclosed.
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16.3 Each Party agrees that Disclosing Pary would be irreparably injured by a
breach of this Agreement by Recipient or its representatives and that the
Disclosing Party is entitled to seek equitable relief, including injunctive
relief and specific performance, in the event of any breach of this
paragraph. These remedies are not exclusive, but are in addition to all
other remedies available at law or in equity.
17 NOTICES.
17.1 Notice given by one Party to the other under this Agreement must be in
wrting and delivered by hand, overnight courer or pre-paid first class
mail certified U.S mail, retu receipt requested, and is effective when
received and properly addressed to:
SPRINT Notices:Sprint
Manager, Carrer Interconnection Management
P. O. Box 7954
Shawnee Mission, KS 66207-0954
or
Mai1stop: KSOPHA031 0'"3B268
6330 Sprint Parkway
Overland Park, KS 66251
(913) 762-~~1?~~yernght mail only)
With a Copy to:Legal/Telecom Management Group
P. O. Box 7966
Shawnee Mission, KS 66207-0966
or
Mailstop: KSOPHN0312-3A318
6450 Sprint Parkway
Overland Park, KS 66251
[phone] icrht- mail only)
Cambridge Notices:Cambridge Telephone Company
Attention: Jerr Piper
130 N. Superior
Cambridge, Idaho 83610
Fax: [phone]
17.2 The address to which notices or communication~may be given to either
Party may be changed by wrtten notice given by such Pary to the other
pursuant to this Section.
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18 DISPUTE RESOLUTION.
18.1 If any matter is subject to a dispute between the Partes, the disputing
Par wil give wrtten notice to the other Par of the dispute. Each Party
to ths Agreement wil appoint a good faith representative to resolve any
dispute arising under this Agreement.
18.2 If the Paries are unable to resolve the issues related to the dispute in the
normal course of business within thirt (30) days after delivery of notice
of the dispute, the dispute shall be escalated to a designated representative
who has authority to settle the dispute and who is at a higher level of
management than the persons with direct responsibilty for admnistration
of ths Agreement. If negotiations do not resolve the dispute, then either
Part may proceed with any remedy available to it pursuant to law, equity,
or agency mechanisms. Notwithstanding the above provisions, if the
dispute arises from a service affecting issue, either Par may immediately
seek any available remedy.
19 MISCELLANEOUS.
19.1 Amendments. No amendment of this Agreement is valid uness it is in
wrting and signed by both Parties.
19.2 Independent Contractors. The Pares to ths Agreement are independent
contractors. Neither Part is an agent, representative, or parter of the
other Party.
19.3 Taxes. Each Par shall comply with all federal, state and local ta laws
and be responsible for the payment of the taxes applicable to transactions
in connection with the performance of this Agreement. Each Par shall
provide the other Party with a completed Form W-9 for federal income tax
reporting puroses. Some purchases of telecommunications services made
by the Parties under this Agreement may be for the purose of resale in the
ordinary course of business. In such instances, the Paries shall provide all
applicable resale exemptions from taxes, fees, surcharges, and other
governent authorized assessments and shall be extended such applicable
exemptions upon receipt of the exemption forms. Neither Party shall be
responsible for payment of the net income tax, propert tax, or any other
taxes, fees, surcharges or assessments that are imposed on the other Par.
Any taxes to be paid by either Pary wil be separately stated on the biling
invoice. The Parties shall cooperate with one another to minimize any
taxes arsing from this Agreement.
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19.4 SurvivaL. The Parties' obligations under this Agreement which by their
nature are intended to continue beyond the termination or expiration of
this Agreement surve the termination or expiration of this Agreement.
19.5 Publicity. Neither Part nor its subcontractors or agents will use the other
Pary's trademarks, service marks, logos, company name or other
proprietary trade dress in any advertising, press releases, publicity matters
or other promotional materials without that Part's prior wrtten consent.
19.6 Default. If either Pary believes the other is in breach of this Agreement or
otherwise in violation of law, it wil first give thirt (30) days notice of
such breach or violation and an opportnity for the allegedly defaulting
Party to cure. Thereafter, the Parties will employ the dispute resolution
procedures set forth in this Agreement.
19.7 Waiver. Any failure on the par of a Party hereto to comply with any of its
obligations, agreements or conditions hereunder may be waived by wrtten
documentation by the other Pary to whom such compliance is owed. No
waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, nor shall any waiver constitute
a continuing waiver.
19.8 Change of Law. If a federal or state regulatory agency or a cour of
competent jurisdiction issues a rule, regulation, law or order which has the
effect of canceling, changing, or superseding any material term or
provision of this Agreement then the Paries wil negotiate in good faith to
modify this Agreement in a maner consistent with the form, intent and
purose of this Agreement and as necessar to comply with such change
of law. Should the Parties be unable to reach agreement with respect to
the applicability of such order or the resulting appropriate modifications to
ths Agreement, either Par may invoke the Dispute Resolution
provisions of this Agreement, it being the intent of the Paries that traffc
wil continue to be exchanged and that this Agreement shall be brought
into conformity with the then curent obligations under the Act as
determined by the change in law.
19.9 No Third-Par Beneficiares. This Agreement does not provide any third
part with any benefit, remedy, claim, right of action or other right.
19.10 Governng Law. To the extent not governed by, and constred in
accordance with, the laws and regulations of the United States, this
Agreement is governed by, and constred in accordance with, the laws and
regulations of the FCC and the state of Kansas, without regard to its
conflcts oflaws principles.
18
19.11 Severability. If any par of this Agreement is held to be unenforceable or
invalid in any respect under law or regulation, such unenforceabilty or
invalidity wil affect only the portion of the Agreement which is
unenforceable or invalid. In all other respects ths Agreement will stand
as if the invalid provision had not been a part thereof, and the remainder of
the Agreement remains in ful force and effect, uness removal of that
provision results in a material change to this Agreement. In such a case,
the Paries shall negotiate in good faith for to replace the unenforceable
language with language that reflects the intent of the Paries as closely as
possible. If replacement language canot be agreed upon, either Party
may request dispute resolution pursuant to Section 12.
19.12 Assignent. This Agreement wil be binding upon, and inure to the
benefit of, the Paries hereto and their respective successors and permitted
assigns. Any assignent or transfer (whether by operation of law or
otherwise) by either Pary of any right, obligation, or duty, in whole or in
part, or of any interest, without the wrtten consent of the other Party will
be void ab initio, provided however that consent wil not be uneasonably
withheld, conditioned or delayed. Consent is not required if assignent is
to a corporate affliate or an entity under common control or an entity
acquiring all or substantially all of its assets or equity, whether by sale,
merger, consolidation or otherwise or in connection with a financing
transaction.
19.13 Multiple Counterparts. This Agreement may be executed in counterpars
and each of which shall be an original and all of which shall constitute one
and the same instrent and such counterpars shall together constitute
one and the same instrment.
20 ENTIR AGREEMENT.
20.1 This Agreement, including all attchments and subordinate documents
attached hereto or referenced herein, all of which are incorporated by
reference, constitute the entire matter, and supersede all prior oral or
written agreements, representations, statements, negotiations,
understandings, proposals, and undertakings with respect to the subject
matter.
19
IN WITNESS WHEREOF, the Paries agree that the effective date of ths Agreement is
the date first wrtten above, and each Party warants that it has caused this Agreement to
be signed and delivered by its duly authorized representative.
Sprint Spectr L.P.Cambridge Telephone Company, Inc.
BY:~AJ ivL'1o BY~G
Printed: Michael W. Logan Printed: Jer Piper
Title: Director, Access Strategy Title: Operations Manager
Date: 4-/1 '/0'Date: ey - 2-r' (J 1
20
SERVICE
Attachment I
PRICING SCHEDULE
RECIPROCAL COMPENSATION RATE
TRAFIC FACTOR
21
CHARGE
$0.015
Land to Mobile: 35%
Mobile to Land: 65%