20090612Application.pdf

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RECIRPROCAL COMPENSATION AGREEMENT
BETWEEN
CAMBRIDGE TELEPHONE COMPANY
AND
T-MOBILE USA INC.
Februar 20, 2009
RECIRPROCAL COMPENSATION AGREEMENT
This Reciprocal Compensation Agreement ("Agreement") for the transport and termination of
telecommunications traffic ("traffic") dated Februy 20, 2009 ("Effective Date") between
Cambridge Telephone Company (CTC), a LEC, and T-Mobile USA, Inc. ("T-Mobile"), a CMRS
provider, has been executed pursuant to Sections 251 and 252 of the Telecommunications Act of
1996. LEC and T -Mobile are also sometimes referred to herein as "Part" or, collectively,
"Paries" .
T-Mobile operates in some states through one or more of its subsidiaries. To the extent that T-
Mobile does operate in a paricular state through its subsidiar, then the subsidiar listed in
Appendix 2 wil be included as T -Mobile and be a Par to this Agreement.
In consideration of the mutual covenants contained in this Agreement, the Paries agree as
follows:
1. SCOPE OF AGREEMENT. This Agreement shall cover traffic originated by one Party
and terminated to the other Pary without the direct interconnection of the Paries' networks.
This Agreement shall cover both Local Traffc and InterMTA Traffic as those terms are
defined in this Agreement. Unless this Agreement is amended to include direct
interconnection provisions, the termination of traffc under this Agreement wil be
accomplished via indirect interconnection, whereby one Pary sends traffc to the other Pary
though the network of a third-par carer.
2. DEFINITIONS. Certain terms used in this Agreement shall have the meanings as defined
below. Other terms used but not defined herein wil have the meanings ascribed to them in
the Act or in the Rules and Regulations of the FCC or the Commission. The Paries
acknowledge that other terms appear in this Agreement that are not defined or ascribed as
stated above. The Paries agree that any such terms shall be construed in accordance with
their customar usage in the telecommuncations industr as of the Effective Date of this
Agreement.
2.1. "Act" - the Communications Act of 1934, as amended by the Telecommunications Act
of 1996, and as further amended from time to time and as interpreted in the duly
authorized rules and regulations and Orders of the FCC or the Commission.
2.2. "Commission" - Idaho Public Utilties Commission.
2.3. "FCC" - Federal Communications Commission.
2.4. "InterMTA Traffc" - InterMTA Traffc means traffic that, at the beginning of the call,
originates with one Pary in one MT A and terminates to the other Pary in a different
MTA.
2.5. "Local Exchange Carer (LEC)" - Local Exchange Carrier means a provider of local
exchange telecommunications service.
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2.6. "Local Traffic" ~ For purposes of compensation between the paries, Local Traffic
means traffc that, at the beginning of the call, originates with one Pary and terminates
to the Pary within the same MTA, regardless of whether the call is handed off to a third
pary
2.7. "Major Trading Area (MTA)" - Major Trading Area as defined in 47 C.F.R. § 24 of the
FCC Rules and Regulations.
2.8 "Percent Local Usage" (PLU) is the ratio of the local minutes to the sum of local and
interMTA minutes between the Paries.
3. TRAFFIC EXCHANGE. One Party may send traffic to the other Party by connecting its
network to a third-party to transit traffic to the other Party. In such instances, the Pary
sending traffic to the other Pary through the network of a third-pary (transit provider) shall
be responsible for establishing appropriate contractual relationships with the third-pary
LEC(s) for interconnecting with its network and transiting traffc over that network to the
other Pary.
4. COMPENSATION. Compensation for traffic originated by a Pary and terminated to the
other Pary's network shall be based upon the specific type and jurisdiction of the calls as
follows:
4.1. Local Traffic - The originating Pary will compensate the other Pary for Local Traffic
terminated on the other Par's network based on the rates established in Appendix 1.
4.2. Both paries acknowledge and agree that curently only Local traffc is being exchanged
between the Paries. If during the term of this Agreement it is determined based on
traffic studies that T -Mobile is not utilzing an inter-exchange carier to terminate
InterMT A traffc, such traffic will be treated as Local traffic and biled at the reciprocal
compensation rates established in this agreement.
5. RECORD EXCHANGES AND BILLING
5.1. The Pary terminating traffic under this Agreement ("Biling Part") shall issue bils
based on the best information available including, but not limited to, records of
terminating traffic created by the Pary at its switch(s). Records should be provided at
an individual call detail record, if possible, with sufficient information to identify the
specific date and time of the call, the call duration, and the originating and terminating
numbers. Neither Pary shall be obligated as a result of this Agreement to develop or
create new biling formats or records to satisfy any duty or obligation hereunder.
5.2. Either Par may obtain records or reports from the tadem operator sumarzing traffc
between the Parties. Alternatively, either Pary may elect to measure actual terminating
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traffic through its own equipment and utilze these measurements in place of the records
or reports from the tandem operator. IfT-Mobile is unable to determine the amount of
land-to-mobile traffic it terminates from LEC, then T -Mobile will bil LEC using the
Traffc Ratio Factors listed in Appendix 1.
5.3. The originating Party shall pay the Biling Pary for all undisputed charges properly
listed on the bil. Such payments are to be received within thirty (30) days from receipt
of the biling statement. The originating Party shall pay a late charge on any undisputed
charges that are not paid within the thirty (30) day period. The rate of the late charge
shall be the lesser of 8% per anum or the maximum amount allowed by law. Neither
Par shall bil the other Pary for traffic that is more than ninety (90) days old.
All bils rendered by one Par to the other Pary under this Agreement shall be sent to
the following locations:
Cambridge Telephone Company (CTC)
Att: Jerr Piper
130 N. Superior
Cambridge, Idaho 836 i 0
T-Mobile USA, Inc.
Attn: Carier Management
12920 Se 38th St
Bellevue, W A 98006
Both Paries acknowledge that the Operating Company Numbers ("OCNs") are critical in
determining the requisite payments between the Paries. Both Paries have listed their
OCN's in Appendix 1.
5.5. Payments made to Provider by T-Mobile will be issued through T-Mobile's electronic
payment system, curently provided by the Xign Payment Services Network. Provider
shall provide a point of contact and follow reasonable enrollment instrctions provided
by T -Mobile to enroll Provider in the electronic payment system and thereby receive
payment due under this Agreement electronically.
5.6.The Paries shall be responsible for any applicable federal, state or local use, excise, or
sales taxes, fees, or assessments in connection with the service furnished pursuant hereto,
excluding any taxes based upon a Party's property, net income or gross receipts. The
Biled Party shall pay all such amounts directly to the taing authority unless the taing
authority requires that the Biling Pary collect and remit payment, in which event the
Biled Pary shall pay said amounts to the Biling Pary and the Biling Part shall remit
such amounts to the authority. The Paries shall cooperate in taking all reasonable actions
necessar to minimize, or to qualify for exemptions from, any such taxes, duties or
liabilties. The Biled Pary shall provide all information to the Billng Pary of any
exemption of sales, use or other tax claimed by the Biled Pary and shall immediately
notify the Biling Pary of any change in the Biled Pary's tax status.
5.7.The Paries agree to bil each other for Local Traffic as described in this Agreement
unless the Local Traffc exchanged between the Paries is roughly balanced and falls
within an agreed upon threshold ("Traffc Balance Threshold"). The Paries agree that
for puroses of this Agreement, the Traffc Balance Threshold is reached when the Local
Traffc exchanged, both directly and indirectly, equals or falls between 55% / 45% in
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either 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 Theshold, then either Pary may provide the other Pary a written request, along
with verifiable information supporting such request, to eliminate billng for all
compensation for telecommunications traffc exchanged between the Paries. Upon
written consent by the Pary receiving the request, which shall not be uneasonably
withheld, conditioned or delayed, there will be no billng for compensation or payments
for telecommunications traffic on a going forward basis (i.e., bil and keep).
5.8.Calculations for the Reciprocal Compensation will be as follows:
Using the Cambridge mobile-to-Iand MOUs (Minutes of Use) to calculate the land-to-
mobile MOUs, divide the mobile-to-Iand MOUs by 75% to arive at 100% of the total
traffic. The mobile-to-Iand 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 arve at 133,333 MOUs total traffc exchanged.
100,000 is then subtracted from 133,333 to arve at the land-to-mobile MOUs of
33,333.)
In the event the Local Traffc terminated on the Paries' respective networks is de
minimis such that the total minutes for which either Pary is entitled to compensation is
less than fifty thousand (50,000) minutes, the Parties agree to a net-biling arangement
using the Reciprocal Compensation for such values for calculations. Cambridge wil
prepare its bil in accordance with its existing CABS / SECABS biling system.
Cambridge wil reflect in the monthly biling a deduction of what T -Mobile owes to
Cambridge. From the example in section 5.8: Cambridge would bil T-Mobile 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 bil for the net minutes of 66,667.
Upon request by T-Mobile, Cambridge agrees to supply call detail records to substatiate
any month's net bil. T-Mobile agrees to provide sixty (60) days notice to Cambridge if
T-Mobile chooses to revise this net-biling arangement.
6. DISPUTE RESOLUTION
6.1. Alternative to Litigation. Except for the enforcement of this Section 6, the Paries desire
to resolve disputes arsing out of this Agreement without litigation. Accordingly, except
as otherwise stated in the preceding sentence, and 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 Parties agree to use the
following alternative dispute resolution procedure with respect to any controversy or
claim arising out of or relating to this Agreement or its breach.
6.2.Negotiations. At the written request of a Pary, each Pary will appoint a knowledgeable,
responsible representative to meet and negotiate in good faith and authorized to resolve
the relevant dispute. The Paries intend that these negotiations be conducted by business
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representatives. The location, format, frequency, duration, and conclusion of these
discussions shall be left to the discretion of the representatives. Upon agreement, the
representatives may utilze 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 the purose of settlement, exempt from discovery and
production, which shall not be admissible in arbitration or in any lawsuit without the
concurence of all Paries. Documents identified in or provided with such
communications, which are not prepared for puroses of the negotiations, are not so
exempted and may, if otherwse admissible, be admitted in evidence in the arbitration or
lawsuit.
6.3.Arbitration. Except as otherwise provided in Section 6.1 above, if negotiations fail to
produce within ninety (90) days a resolution to any dispute arising in conjunction with
this Agreement, either Pary may upon notice to the other submit the dispute to binding
arbitration, which arbitration shall be conducted in accordance with the rules and
procedures of the American Arbitration Association applicable to commercial contract
disputes, then in effect.
7. CONFIDENTIAL INFORMATION. The Paries recognize that they or their authorized
representatives may come into possession of confidential and/or proprietary data about each
other's business as a result of this Agreement. Each Pary agrees to treat all such data as
strictly confidential and to use such data only for the purose of performance under this
Agreement. Each Party agrees not to disclose data about the other Par's business, unless
such disclosure is required by lawfl subpoena or order, to any person without first securing
the written consent of the other Pary. If a Par is obligated to tum over, divulge, or
otherwse disclose the other Par's confidential information as the result of an order or
subpoena issued by a cour or other tribunal of competent jurisdiction, then the Pary to
which such demand is being made shall notify the other Pary as soon as possible of the
existence of such demand, and shall provide all necessar and appropriate assistace as the
Pary whose information is sought to be disclosed may reasonably request in order to
preserve the confidential nature of the information sought. The obligation of confidentiality
and use with respect to confidential information disclosed by one Pary to the other shall
surive any termination of this Agreement for a period of one (1) year from the date of the
initial disclosure. Notwithstanding, the obligation of confidentiality shall surive with
respect to Customer Information as required by law or regulation.
8. LIABILITY AND INDEMNIFICATION
8.1.Liabilty and Indemnity. EACH PARTY ("INDEMNIFYING PARTY") HERETO
AGREES TO RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE
OTHER PARTY ("INDEMNIFIED PARTY"), ITS SHAREHOLDERS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES (AND
THE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS OF SUCH AFFILIATES) FROM ALL LOSSES, CLAIMS, DEMANDS,
DAMAGES, EXPENSES, SUITS, OR OTHER ACTIONS, OR ANY LIABILITY
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WHATSOEVER (INCLUDING COSTS AND REASONABLE ATTORNEY'S
FEES) SUFFERED BY THE INDEMNIFIED PARTY ARISING OUT OF OR IN
CONNECTION WITH (I) ANY CLAIM INVOLVING AN ALLEGATION OF
INVASION OF PRIVACY ARSING, DIRECTLY OR INDIRECTLY, FROM
THE ACT OR OMISSION OF THE INDEMNIFYING PARTY; (II) ANY INJURY
TO OR DEATH OF ANY PERSON OR PERSONS CAUSED, DIRECTLY OR
INDIRECTLY, BY THE ACTS OR OMISSIONS OF THE INDEMNIFYING
PARTY, RESULTING FROM GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; (III) ANY LOSS, DAMAGE, OR DESTRUCTION OF
PROPERTY, WHETHER OR NOT OWNED BY THE INDEMNIFIED PARTY
CAUSED, DIRECTLY OR INDIRECTLY, BY THE INDEMNIFYING PARTY;
(IV) ANY ACTUAL OR ALLEGED DEFAMATION, LIBEL, SLANDER,
INTERFERENCE WITH OR MISAPPROPRIATION OF PROPRIETARY OR
CREATIVE RIGHT, OR ANY OTHER INJURY TO ANY PERSON OR
PROPERTY ARSING OUT OF CONTENT TRANSMITTED BY THE
INDEMNIFYING PARTY OR ITS END USERS.
8.2.DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE
CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRNTIES TO THE OTHER PARTY
CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES OR
FACILITIES PROVIDED UNDER THIS AGREEMENT. EACH PARTY
DISCLAIMS, WITHOUT LIMITATION, ANY WARRNTY OR GUARANTEE
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR
FROM USAGES OF TRADE.
8.3.LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT THE SAME ARISE
OUT OF ANY BREACH OF AN INDEMNIFICATION OR CONFIDENTIALITY
AGREEMENT OR OBLIGATION BETWEEN THE PARTIES, OR ARISE OUT
OF A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT
OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS
OR LOST BUSINESS OR PROFITS, DAMAGES ARISING FROM THE USE OR
PERFORMANCE OF EQUIPMENT OR SOFTWARE, OR THE LOSS OF USE
OF SOFTWARE OR EQUIPMENT, OR ACCESSORIES ATTACHED
THERETO, DELAY, ERROR, OR LOSS OF DATA DAMAGES, OR FOR ANY
LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER. IN
CONNECTION WITH THIS LIMITATION OF LIABILITY, THE PARTIES
RECOGNIZE THAT EITHER PARTY MAY, FROM TIME TO TIME, PROVIDE
ADVICE, MAKE RECOMMENDATIONS, OR SUPPLY OTHER ANALYSIS
RELATED TO THE SERVICES DESCRIBED IN THIS AGREEMENT, AND,
EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS LIMITATION
OF LIABILITY SHALL APPLY TO PROVISION OF SUCH ADVICE,
RECOMMENDATIONS, AND ANALYSIS.
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8.4.Intellectual Property. Neither Pary shall have any obligation to defend, indemnify, or
hold harless, or acquire any license or right for the benefit of, or owe any other
obligation or have any liabilty to, the other based on or arsing from any claim, demand,
or proceeding by any third pary alleging or asserting that the use of any circuit,
apparatus, or system, or the use of any softare, or the performance of any service or
method, or the provision or use of any facilties by either Pary under this Agreement
constitutes direct or contributory infrngement, or misuse or misappropriation of any
patent, copyright, trademark, trade secret, or any other proprietay or intellectual property
right of any third party.
9. TERM AND TERMINATION.
9.1.Term. Subject to the termination provisions contained in this Agreement, the term of this
Agreement shall be twelve (12) months from the Effective Date and thereafter shall
continue in effect for consecutive one (1) month terms until either Pary gives the other
Pary at least thirty (30) calendar days wrtten advance notice of termination. Where a
notice of termination is given, T-Mobile may, prior to actual the termination date, give
notice under Sections 251 and 252 of the Act of its desire to negotiate a successor
agreement, in which case this Agreement shall continue in effect with the rate set forth in
47 CFR § 51.715(b)(3) until the earlier of the date when a new agreement becomes
effective, or the date when all relevant time periods and extensions of such periods for
negotiation and/or arbitration under the Act have passed with no new agreement having
become effective.
9.2.Termination Upon Default. Either Par may terminate this Agreement in the event of a
material default by the other Pary, provided however that the non-defaulting Part
notifies the defaulting Pary in writing of the alleged default and that the defaulting Pary
does not cure the alleged default within thirty (30) calendar days of receipt of written
notice thereof. Default is defined to include:
9.2.1. A Part's insolvency or the initiation of banptcy or receivership proceedings
by or against the Pary; or
9.2.2. A Pary's refusal or failure in any material respect properly to perform its
obligations under this Agreement, or the violation of any of the material terms or
conditions of this Agreement.
9.3.Liabilty Upon Termination. Termination of this Agreement for any cause shall not
release either Pary from any liability which has already accrued to the other Par, or
which thereafter accrues in any respect to any act or omission in contravention of
Agreement or of any obligation which by its nature would be expected to surive
termination of this Agreement.
10. INDEPENDENT CONTRACTORS. The Paries to this Agreement are independent
contractors. Neither Pary is an agent, representative, or parner of the other Pary. Neither
Pary shall have the right, power, or authority to enter into any agreement for or on behalf of,
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or incur any obligation or liability of, or to otherwse bind the other Pary. This Agreement
shall not be interpreted or constred to create an association, joint venture, or partnership
between the Paries or to impose any parnership obligation or liabilty upon either Pary.
11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the Telecommunications Act of 1996, the order(s) of the FCC construing and
implementing the Act (including, but not limited to, First Report and Order, CC Docket No.
96-98 and 95-185, released August 8, 1996), and to the extent not inconsistent therewith, the
domestic laws of the State of Idaho, without giving effect to the conflcts of law provisions
thereof.
12. REGULATORY APPROVAL. The Paries understad and agree that this Agreement will
be fied with the Commission, and to the extent required by FCC rules may thereafter be fied
with the FCC. Each Pary covenants and agrees to fully support approval of this Agreement
by the Commission or the FCC under Section 252( e) of the Act without modification. The
Paries, however, reserve the right to seek regulatory relief and otherwse seek redress from
each other regarding performance and implementation of this Agreement. In the event the
Commission or FCC 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). In the event that any effective legislative, regulatory or judicial affects any
material terms of this Agreement, or the abilty of the Parties to perform any material terms
of this Agreement, either Pary may, on thirty (30) days' written notice, require that such
items be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable
new terms as may be required. In the event that such new terms are not renegotiated within
ninety (90) days after such notice, the dispute may be referred to the Dispute Resolution
procedure set fort herein. Also, if LEC enters into an agreement that is approved by the
Commission, which provides for transport and termination of traffic within the State, LEC
shall upon request of T-Mobile, if applicable, promptly make available to T-Mobile such
arangement upon the same rates, terms and conditions. Furher, the Paries shall adjust
compensation for the transport and termination of traffc in the event of Commission
approved rates based on a cost study (performed consistently with then applicable FCC
regulations relating to traffic) as a result of a rate decision by the Commission or as a result
of arbitration involving one of the Paries. The effective date of the new rate wil be the
effective date of the Commission order.
13. ENTIRE AGREEMENT. This Agreement, including all Pars and Attachments and
subordinate documents attched hereto or referenced herein, all of which are hereby
incorporated by reference, constitute the entire matter thereof, and supersede all prior oral or
written agreements, representations, statements, negotiations, understandings, proposals, and
undertings with respect to the subject matter thereof.
14. NOTICE. Any notice to a Pary required or permitted under this Agreement shall be in
writing and shall be deemed to have been received on the date of service if served personally
or on the date stated on the receipt if delivered by certified or registered mail or by a courier
service that obtains a written receipt. Any notice shall be delivered using one of the
alternatives mentioned in this section and shall be directed to the applicable address indicated
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below or such address as the Pary to be notified has designated by giving notice in
compliance with this section:
Ifto LEC:With copy to:If to T-Mobile:With copy to:
Cambridge Telephone
Company
Att: Jerr Piper
130 N. Superior
Cambridge, Idaho 83610
T -Mobile USA, Inc.
Att: General Counsel
12920 Se 38th St
Bellevue, W A 98006
T-Mobile USA, Inc.
Att: Carier Management
12920 Se 38th St
Bellevue, W A 98006
15. FORCE MAJEURE. The Paries shall comply with applicable orders, rules, or regulations
of the FCC and the Commission and with applicable Federal and State law during the terms
of this Agreement. Notwithstading anything to the contrar contained herein, a Pary shall
not be liable nor deemed to be in default for any delay or failure of performance under this
Agreement resulting from acts of God, civil or milta authority, acts of the public enemy,
war terrorist acts, hurcanes, tornadoes, storms, fires, explosions, earhquakes, floods,
governent regulation, and work interrptions not within the control of the non-performing
Pary.
16. ASSIGNMENT. No Par may assign this Agreement without the prior written consent of
the other Pary, such consent not to be uneasonably withheld, conditioned or delayed, and
then only when such transfer or assignment can be accomplished without interrption of the
use or location of Service. Notwithstanding the foregoing, and with written notice to the
other Pary, a Pary may assign this Agreement to (a) any corporation resulting from any
merger, consolidation or other reorganization involving the Pary, (b) any individual or entity
to which the Party may transfer substatially all of the assets and business ofthe Pary, or (c)
any entity that controls, is controlled by, or is under common control with the Pary, or of
which the Pary beneficially owns at least fifty percent (50%) of the equity interest therein.
All the terms and provisions of this Agreement wil be binding upon, wil inure to the benefit
of and will be enforceable by the Paries and their respective successors and permitted
assigns.
17. Technical Requirements and Standards.
17.1. Transport and Termination of Traffic. Each par is responsible for delivering
(transiting) the telecommunications traffic to the terminating Party in a maner chosen by
the originating Pary provided only that no access charges are paid or received by either
Par hereto with respect to Local Traffic. Such traffic includes that traffic which is
delivered indirectly via a third-par switch. Upon receipt of telecommunications traffic
originated by a pary, the other pary is responsible for transporting the
telecommunications traffic within its network to the appropriate end offce, MSC, or
fuctionally equivalent facilty, and terminating (or completing) the telecommunications
traffic to an end user.
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17.2. Other Types of Transited Traffc. In addition, LEC wil, unless notified to the
contrar by T -Mobile, pass Transited Traffic to and from T -Mobile and any third-pary
end offce which subtends LEC's; provided that LEC shall have no obligation to pay, or
right to collect termination compensation for such Transited Traffc.
17.3. Network Management and Maintenance. The Paries will work cooperatively to
install and maintain reliable networks. The Paries will exchange appropriate information
(e.g., maintenance contact numbers and network information, etc.) to achieve this desired
reliabilty, subject to the confidentiality provisions herein.
17.3.1. Network Management Controls. Each Pary shall provide a 24-hour contact
number for network traffic management issues to the other's sureilance
management center. A FAX number must also be provided to faciltate
notifications for planed mass callng events.
For Cambridge Telephone Company:
Contact #: 1-208257-3314
Facsimile #: 1-208-257-3310
For T-Mobile:
Contact #: [phone]
Facsimile #: [phone]
17.3.2. Before either Pary reports a trouble condition, it must first use its reasonable
efforts to identify the trouble as occurrng on the other Pary's facilties, service,
and arrangements. Each Pary wil advise the other of any critical nature of the
inoperative facilities, service, and arangements and any need for expedited
clearance of trouble. In cases where a Pary has indicated the essential or critical
need for restoration of the facilties, services or arangements, the other Pary
shall use its best efforts to expedite the clearance of trouble.
17.4. Number Resources.
17.4.1. Number Assignent. Nothing in this Agreement shall be constred in any
maner, limit, or otherwise adversely to impact either Pary's right to employ or
to request and be assigned any NANP number resources, including, but not
limited to, Central Office (NXX) Codes pursuant to the Central Offce Code
Assignment Guidelines. "NANP" means the system of telephone numbering
employed in the United States, Canada, and the Carbbean countries that employ
NPA809.
17.4.2. Rate Centers. LEC agrees that local dialing parity will be available to T-Mobile
in accordance with the Act. Specifically, for purposes of appropriately applying
LEC's toll tariff to its end user customers, RLEC wil utilze Rate Centers
published in the LERG for T-Mobile NPA-NXX codes. Calls to such NPA-
NXXs wil be rated no less favorably than calls by LEC customers to other NPA-
NXXs with the same rate center.
17.4.3. Code Administration. The Paries wil comply with code administration
requirements as prescribed by the FCC, the State Commission and accepted
industry guidelines.
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17.4.4. Programing Switches. It shall be the responsibility of each Par to program
and update its own switches and network systems pursuant to the LERG
guidelines to recognize and route traffc to the other Pary's assigned NXX codes
at all times. Neither Pary shall impose any fees or charges whatsoever on the
other Pary for such activities.
17.5. Common Chanel Signaling ("CCS").
17.5.1. Service Description. The Paries will provide CCS to one another via SS7
network interconnection, where and as available, in the maner specified in FCC
Order 95-187, in conjunction with all traffc exchange tru groups. The Paries
will cooperate on the exchange of all appropriate SS7 messages for local and
IntraLATA call set-up signaling, including ISUP and Transaction Capabilties
Application Part ("TCAP") messages to facilitate interoperabilty of CLASS
Features and fuctions between their respective networks. Any other SS7
message services to be provided using TCAP messages (such as data base
queries) wil be jointly negotiated and agreed upon.
17.5.2. Privacy. Each Pary will honor all rules and statutes concerning privacy
indicators as required under applicable law.
17.6. Nothing in this Agreement shall prohibit T-Mobile from enlarging its CMRS
network through management contracts with third paries for the construction and
operation of a CMRS system under the T -Mobile brand name and license. Traffc
originating on such extended networks shall be treated as T -Mobile traffic subject to the
terms, conditions, and rates of this Agreement. Traffic traversing such extended
networks shall be deemed to be and treated under this Agreement as "T-Mobile
telecommunications traffc" when it originates on such extended network and terminates
on LEC's network, and as "LEC telecommunications traffic" when it originates upon
LEC's network and terminates upon such extended network. Telecommunications traffic
traversing on such extended networks shall be subject to the terms, conditions, and rates
of this Agreement.
Version 1.0 12 Februar 20, 2009
SIGNATURE PAGE
IN WITNESS THEREOF, each Pary has executed this Agreement to be effective as of the
Effective Date.
LEC
Sign:; LJ f?
T-Mobile USA, Inc.
C
Signatue
Jerr Piper
Name
Bryan Fleming
Name
Operations Manager
Title
Director - Carer Management
Title
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Date Date
Version 1.0 13 Februar 20, 2009
APPENDIX 1
RATES FOR TERMINATION OF LOCAL TRAFFIC VIA INDIRECT
INTERCONNECTION
Local Traffc Termination Rate $0.015 per minute
Traffic Ratio Factor
Land-to-Mobile: 25%
Mobile-to-Land: 75%
LEC Operating Company Number(s)T-Mobile Operating Company Numbers
2215 Cambridge Telephone Company 150C VoiceStream GSM I
151C VoiceStream GSM II
152C Powertel Memphis Licenses
2964 Omnipoint Communications Midwest Operations
365C Powertel Kentucky Licenses
4290 STPCS Joint Venture
6513 Omnipoint Communications
6529 T-Mobile USA
6622 Omnipoint Communications New York
6623 Omnipoint Communications New Jersev
6624 Omnipoint Communications Connecticut
6625 Omnipoint Communications Vennont
6626 Omnipoint Communications Enterprises
6701 Aerial Communications
6817 Omnipoint Communications Delaware
6846 D&E/Omnipoint Wireless Joint Venture
6855 Omnipoint Communications CAP Operations
6889 Omnipoint Miami E License
6916 Eliska Wireless Ventures Subsidiar
7471 Powertel
7472 Powertel Jacksonvile Licenses
7473 Powertel Atlanta Licenses
7474 Powertel Memphis Licenses
7475 Powertel Birmin.$am Licenses
7476 Powertel Nashvile Licenses
7477 Powertel Louisiana
7478 Powertel Missouri
7479 Powertel Arkansas
Version 1.0 14 Februar 20, 2009
,.
APPENDIX 2
T -MOBILE SUBSIDIARIES
Version 1.0 Februar 20, 200915