20021129Application.pdf

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edge WIRELESS
MEl.IBER OF THE AT&T WIRELESS NET}YORK
November 26,2002
Advice Letter No. I c(r.l- r-l 3'o t
TO THE PUBLIC UTILITIES COMMISION OF THE STATE OF IDAHO:
Edge Wireless, LLC ("Edge Wireless") encloses for filing an Interconnection and Reciprocal
Compensation Agreement between Century Tel of Idaho, Inc. ("CenturyTel") and Edge Wireless for
the state of Idaho (the "Agreement") dated September 24,2002.
The Agreement provides for Type 2 Wireless Interconnection between Century Tel of Idaho, lnc and
Edge Wireless, LLC in Idaho. Edge Wireless holds licenses from the Federal Communications
Commission to provide Commercial Mobile Radio Service to portions of the state of Idaho.
This filing is submitted for Commission approval. The Agreement is entered into voluntarily by and
between CenturyTel and Edge Wireless ("the parties"). This Agreement, attached to the advice letter,
is submitted under the review procedure addressing Approval of Agreements reached by Negotiations
filed with the Commission pursuant to Section 252 of the Telecommunications Act of 1996 ("the
Act").
Century Tel of Idaho, lnc. and Edge Wireless, LLC have negotiated this Agreement in good faith, in
accordance with the requirement of the Act. This Agreement does not discriminate against a
telecommunications carrier not a party to the Agreement and its implementation is consistent with the
public interest, convenience, and necessity. The Agreement meets the Commission's service quality
standards for the telecommunication services and also meets the requirements of all other
Commission rules, regulations, and orders.
The Agreement is designed by the parties to accomplish interconnection between their companies in a
technically and economically efficient manner in accordance with the requirements of the Act.
The Agreement is nondiscriminatory and is consistent with the public interest. The Parties request
that the Commission approve the Agreement without delay. No tariff sheets have been submitted
with this advice letter. This filing will not: l) increase any existing rate for service, 2) cause the
withdrawal of any service, or 3) conflict with any of the Commission's other schedules or rules.
Any notice to a Party regarding this advice letter or Agreement can be mailed to:
If to CenturyTel: CenturyTel of Idaho,lnc.
Attn: Carrier Relations - Western Region
P.O. Box 9901
805 Broadway
Vancouver, WA 98668
Telephone number: [phone]
Facsimile number: [phone]
E-mail address : j ackie.phillips@centurytel. com
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600 SW Columbia . Suite 7200 . Bend, Oregon,97702 . Phone:[phone] . Fax: [phone]
With a copy to:
If to Edge Wireless:
Edge Wireless respectfully requests approval of this Agreement by the Commission.
CenturyTel
Attn: Carrier Relations - Corporate Manager
100 CenturyTel Drive
Monroe, LA7l203
Telephone number: [phone]
Facsimile number: [phone]
Edge Wireless, LLC
Attn: Kevin Keillor
600 SW Columbia, Suite 7200
Bend, OP.97702
Telephone number: [phone]
Facsimile number: [phone]
E-mail address : [e-mail]
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33F',counsel
Carrier Relations- Westem Regions, CenturyTel of Idaho, Inc.
Carrier Relations- Corporate Manager, CenturyTel of Idaho, Inc.
INTERCONNECTION AND RECIPROCAL
C OMPENSATION AGREEMENT
r n{- v pJ'01
By and Between
CenturyTel of Idaho, Inc.
And
Edge Wireless, LLC
In the state of
Idaho
Edge Wireless Final CMRS Agreement (091802)
Table of Contents
2, RURAL TELEPHONE COMPA}IY ......... 6
3. TRAFFTC INTERCHANGED. ........... ........................... 6
5. RATES AND CHARGES................ .........7
6, BILLING AND PAYMENT OF CHARGES.. ...............9
8. CREDIT ALLOWANCE FOR SERVICE INTERRUPTIONS............ ................. IO
10. IMPAIRMENT OF SERVICE ............11
12. TROUBLEREPORTING ...................1113. TERM AND TERMINATION.... ....... 1I14, LIABILITY UPON TERMINATION.............. ....... 13
19. COMPLIANCE WITHLAWS AND REGULATIONS.... ........... 1320. ENTIRE AGREEMENT. ................. ....................... 13
23. GOVERNING LAW. ......................... 14
24. TNDEPENDENT CONTRACTOR RELATrONSHrP.............. ........................ 1425. LIABILITYAND INDEMNITY............... ............. 15
25.2 End User and Content-Related Claims ............... 15
26. DISPUTE RESOLUTION .................. 16
26.4 Expedited Arbitration Procedures. ..................... 17
27. CONFTDENTIAL INFORMATION. ...................... 17
This Interconnection and Reciprocal Compensation Agreement ("Agreement"), is entered into by
and between CenturyTel of Idaho, Inc. ("CenturyTel") and Edge Wireless, LLC ("Edge Wireless"),
(CenturyTel and Edge Wireless, each, a"Parttl', and, collectively, "the Parties").
WHEREAS, Edge Wireless is authorized by the Federal Communications Commission
("FCg") to provide commercial mobile radio service (as defined in Section 1.5, "QMBS.") and
provides such service to its end user customers, operating wireless affiliates and switch
share/managed markets; and
WHEREAS, CenturyTel is a certified provider of local exchange service; and
WHEREAS, Edge Wireless terminates local telecommunications traffic that originates from
CenturyTel's subscribers, and CenturyTel terminates local telecommunications faffic that originates
from Edge Wireless's subscribers; and
WHEREAS, Edge Wireless provides a point of interconnection in the CenturyTel service
areas, or interconnects with CenturyTel's network via a third party tandem switch; and
WHEREAS, the Parties wish to establish a reciprocal compensation interconnection
arrangement that compensates each other for terminating local telecommunications traffic that
originates on the other Parry's network.
NOW, THEREFORE, IN CONSIDERATION of the covenants contained herein, the Parties
hereby agree as follows:
1. DEFINTTIONS.
1.1 "4g!" means the Communications Act of 1934, as amended, including the
Telecommunications Act of 1996.
1.2 An "Affiliate" of a Party means a person, corporation or other legal entity that,
directly or indirectly, owns or controls a Party, or is owned or controlled by, or is
under common ownership or contol with a Parry. For purposes of this definition,
the term "owr." means to have a majority ownership interest in, or have voting
control of a majority of the ownership interests in, such corporation or other legal
entity.
1.3 "BUSlugSs Day'' means any weekday other than a Saturday, Sunday or holiday on
which the U.S. Mail is not delivered.
1.4 "eeulral--Offile" means a switching facility from which Telecommunications
Services are provided, including, but not limited to:
(a) An "End Office Switch" or "End Office" is used, zlmong other things, to
terminate telecommunications traffic to end user subscribers.
(b)A "Tandem Switch" or "Tandem Office" is a switching facility that is used to
interconnect trunk circuits between and among End Office Switches,
aggregation points, points of termination, or points of presence.
A "Mobile Switch Centef' or "IV[SC" is a switching facility that provides
Tandem and/or End Office switching capability.
(c)
1.5
1.6
t.7
1.8
6(CMRS" means Commercial Mobile Radio Service as defined in the Act and 47
c.F.R. $ 20.3.
"Commigqioq" refers to the state regulatory coinmission within a state.
"Common Channel Sisnal4" or "CCS" means a high-speed specialized packet
switched communications network that is separate (out-of-band) from the public
packet-switched and message networks. CCS carries addressed signaling messages
for individual trunk circuits and/or database-related services between Signaling
Points in the CCS network using SS7 signaling protocol.
"Information Access Tr " means the provision of specialized exchange and
exchange access telecommunications services in connection with the origination,
termination, transmission, switching, forwarding or routing of Information Service
traffic to or from the facilities of an ISP. The term Information Access Traffic does
not include transmission of voice telecommunications traffic regardless of whether it
is delivered to an ISP and regardless of whether it is carried at any point on facilities
via intemet protocol. Information Access Traffic is not governed by Sections 251
arrd 252 of the Act. Information Access Traffic will be exchanged as part of a
separate agreement between the Parties.
,,@,'(..ISP,,)meansaProviderofInformationService,as
defined n 47 U.S.C. 153(20). Information Service Provider includes, but is not
limited to, Internet Service Providers.
1.10 "Interconnggliou," as defined in 47 C.F.R. $ 51.5, is the physical linking of two
networks for the mutual exchange of traffic. This term does not include the transport
and termination of traffic.
1.1 I "Interconnection Facilities" - For CenturyTel, those facilities between the CenturyTel
Central Office switch and the POI. For Edge Wireless, those facilities between the
Edge Wireless MSC and the POI.
l.l2 "Local Exchange C ief'or "LEe." is as defined in the act47 U.S.C. $ 153 (26).
1.13 "Local Exchanee Routi " or "LERG" means the Telcordia reference
customarily used to identiff NPA-NXX routing and homing information.
1.9
1.14 "Local_Traffic" is that telecommunications traffic, which originates and terminates
within the same major trading area ("MTA"), as definedin 47 C.F.R. $24.202(a), afi
within CenturyTel's local exchange service area. For purposes of determining
whether traffic originates and terminates within the same MTA, and therefore
whether the traffic is local, the location of the landline end user and the location of
the cell site that serves the mobile end user at the beginning of the call shall be used.
Local Traffic includes mandatory expanded local callingareaplans such as Extended
Area Service ("EAS") and Extended Community Calling ("ECC"). Local Traffic
excludes Information Service Providers ("ISP") traffic (e.g., Internet,900-976, etc.)
and inter-MTA and paglng traffic.
1.15 "POII or Point of Interconnection means the mutually agreed upon point of
interconnection between CenturyTel and Edge Wireless where the parties establish
interconnection and exchange traffic. The POI for direct interconnection to a
CenturyTel Tandem or End Office shall be within CenturyTel's local exchange
service area.
1.16 "PS'flN" means the Public Switched Telephone Network.
L.17 "Tandem Swi&hiUg" is when CenturyTel provides tandem switching at a CenturyTel
Tandem Switch for traffic between Edge Wireless and a CenturyTel End Office
subtending the CenturyTel tandem.
1.18 "Telecommunication Sery " shall have the meaning set forth in 47 USC $153(46).
1.19 "Tpnsitine" is when CenfuryTel provides tandem switching at a CenturyTel access
Tandem Switch for traffic between Edge Wireless and a non-CenturyTel End Office
subtending the CenturyTel access tandem.
l.2O "Type 1 Wireless Interc " is a line side trunk provided by the LEC to the
CMRS provider that utilizes NPA IrIXX's assigned to and resident in the LEC End
Office. The LEC numbers may be assigned by the CMRS provider to their
individual customers or the interconnection may be used only for auxiliary services
for which the LEC must record and/or provide billing information, i.e., operator
service, directory assistance, etc. The numbers assigned to the CMRS provider from
the LEC office remain under the control of the LEC and any access between these
numbers and PSTN must be made utilizing the LEC End Office to which the
numbers are assigned.
l.2l "Tlpe 2 Wireless Interco " is a trunk interconnecting the LEC Central Office
with a CMRS provider's Mobile Switch Center. This type of connection may only
be used for Local Traffic or terminating interMTA traffic.
Type 2A: is trunk interconnection between a LEC Tandem and a CMRS
o
2.
provider Mobile Switch Center. Through this interface, Edge Wireless can
connect to Century Tel's End Offices.
ii) Tlpe 28: is a trunk interconnection befween a LEC End Office and a CMRS
provider Mobile Switch Center. This interconnection will only provide
access to numbers residing in the LEC End Office to which the
interconnection is made, including EAS and ECC served by the LEC End
Offices.
RURAL TELEPHONE COMPANY.
CenturyTel asserts that it is a "rural telephone compdny'' as that term is defined in the Act,
47 U.S.C. 153. CenturyTel further asserts that, pursuant to Section 251(0(1) of the Act,
CenturyTel is exempt from Section 251(c) of the Act. Notwithstanding such exemption,
CenturyTel has entered into and accepted this Agreement for purposes of exchanging traffic,
as defined herein, with Edge Wireless. CenturyTel's execution of this Agreement does not
in any way constitute a waiver or limitation of CenturyTel's rights under Section 251(f)(1) or
251(DQ) of the Act. AccordinglS CenturyTel expressly reserves the right to assert its right
to an exemption or waiver and modification of Section 251(c) of the Act, in response to
other requests for interconnection by Edge Wireless or any other carrier.
TRAFFIC INTERCHANGED.
The traffic subject to this Agreement shall be that Local Traffic which originates
from a subscriber on the network of one Party and is delivered to a subscriber on the
network of the other Parfy. Such traffic includes that traffic which is delivered via a
third party Tandem Switch. Terms and conditions for the interchange of traffic
between the Parties via Type 1 Wireless Interconnection are governed by
CenturyTel's applicable tariff for functionally equivalent elements.
Tandem Switched Services
CenturyTel mayprovide to Edge Wireless Tandem Switching to another CenturyTel
End Office or a non-CenturyTel End Office that subtends the CenturyTel access
tandem.
FACILITIES.
Each Party shall construct, equip, maintain and operate its network in accordance with good
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 regulate
any aspect of the facilities contemplated herein. Where appropriate and consistent with
industry practices and upon reasonable notice, each Party shall make the necessary
arrangements to assure the other Party access to the point of physical interconnection for
testing, maintenance, repairing and removing facilities.
J.
3.1
3.2
4.
5.
When ordered by Edge Wireless, CenturyTel shall provide interconnection circuits of a
quality comparable to that provided to any other interconnected Local Exchange Carrier or to
private branch exchanges between the CenturyTel switching center and the POI located in
CenturyTel's local exchange serving area. CenturyTel and Edge Wireless will jointly
determine the interconnection circuit design and routing as well as the selection of the
switching center from which service will be provided.
CenturyTel shall provide dedicated private line circuits between Edge Wireless's Mobile
Switching Center, remote cell sites and control points, when ordered by Edge Wireless.
When ordering these circuits, Edge Wireless shall speciff the originating and terminating
points for such circuit, the bandwidth required, the transmission parameters and such other
information as CenturyTel may reasonably require in order to provide the circuits.
CenturyTel and Edge Wireless will jointly determine the design and routing of these circuits,
taking into account standard CenturyTel and Edge Wireless traffic engineering methods, the
availability of facilities and equipment and CenturyTel's traffic routing plans.
It shall be the responsibility of each Parry to progrirm and update its own switches and
network systems pursuant to the LERG guidelines to recognize and route traffic to the other
Party's assigned NXX codes. Neither Party shall impose any fees or charges whatsoever on
the other Party for such activities.
The Parties expect that where feasible, traffic will be delivered to each involved network
with CCS/SS7 protocol and the appropriate ISUP/TCAP message to facilitate full
interoperability and billing functions. In-band signaling may be used if CCS/SS7 is not
available.
RATES AND CHARGES.
The Parties hereby agree to the following rates for the facilities and services to be
provided pursuant to this Agreement. The Parties acknowledge this Agreement
cannot be implemented until it is duly approved by the Commission.
Facilities Rates
1. Interconnection Facilities The rates for these facilities, if provided by
2. Local Network Usage
CenturyTel, are specified in CenturyTel's applicable
tariff for functionally equivalent elements.
The Parties agree to compensate each other for
terminating Local Traffic that originates on the other
Party's network. The reciprocal Local Network
Usage rate is identified in Section 1(A) of
Attachment I.
For Edge Wireless Local Traffic that is transported to
7
5.1
3. Tandem Switching
5.2
4. Transiting
a CenturyTel End Office via a CenhrryTel Tandem
Switch, Edge Wireless will compensate CenturyTel
for the tandem switched traffic between Edge
Wireless and the CenturyTel End Office company at
rates defined in Section 1(B) of Attachment I.
For Edge Wireless's Local Traffic that is transported
to non-CenturyTel End Offrces via a CenturyTel
Tandem Switch, Edge Wireless will compensate
CenturyTel for the tandem switched traffic between
Edge Wireless and the non-CenturyTel end office
company at rates defined in Section 1(B) of
Attachment I. By transporting traffic to non-
CenturyTel End Offices via a CenturyTel Tandem
Switch, Edge Wireless assumes any responsibility for
compensation to the non-CenturyTel End Office
company.
The charges for Interconnection Facilities shall be determined the same as those
specified in CenturyTel's applicable tariff for functionally equivalent elements.
Where Intercorurection Facilities are used for two-way traffic, the applicable
recurring charges (if any) will be reduced by a percentage equal to the percentage of
traffic on such Interconnection Facilities that originates on CenturyTel's network and
terminates on Edge Wireless's network. This percentage is referred to as the Land to
Mobile Traffic Factor on Attachment I. This percentage is also referred to, from time
to time, in this Agreement, as the Traffic Factor or Traffic Usage Factor. The Parties
agree that, at either Party's request, they will review the initial percentages based on
actual usage after the initial six (6) months and after each six month period thereafter
and will revise the percentage at that time based on actual traffic patterns during the
preceding six (6) months. Any change to the Land to Mobile Traffic Factor will be
effective at the beginning of the then curent six-month period.
Each Party shall compensate the other for transport and termination of Local Traffic
at the reciprocal Local Network Usage rates set forth in Section 1(A) of Attachment
I. Traffic that originates on either Party's network and terminates on the other
Parties' network via a third party Tandem Switch will be charged at the Local
Network usage rates set forth in Section 1(A) of Attachment I.
The Parties will exchange billing information on a monthly basis. CenturyTel will
prepare its bill in accordance with its existing CABS billing systems. Edge Wireless
does not currently have its own billing system and will be compensated by
CenturyTel for Interconnection Facilities and Local Traffic Usage by using a
reciprocal compensation credit based on the Land to Mobile Factor determined in
accordance with Section 5.2 until such time that Edge Wireless can provide a billing
consistent with OBF industry standards. The Parties will make an effort to conform
5.3
5.4
6.
to current and future OBF (CABS BOS) standards, insofar as is reasonable. In the
event that neither Party is capable of measuring, or has access to a measurement of
traffic originating on CenturyTel's network, the charge to Edge Wireless for Local
Network Usage and [rterconnection Facilities shall be based upon mutually agreed
upon assumed Traffic Factors. The initial Traffic Factors are set forth in Section
3(A) of Attachment I.
For purposes of billing compensation for the interchange of Local Traffic, billed
minutes will be based upon conversation time. Conversation time will be determined
from actual usage recordings. Conversation time begins when the originating Party's
network receives answer supervision and ends when the originating Party's network
receives disconnect supervision.
BILLING AND PAYMENT OF CHARGES.
Nonrecurring charges will be billed upon completion of the work activity for which the
charge applies; monthly recurring charges will be billed in advance; and Local Network
Usage will be billed in arrears. A1l bills will be due thirty (30) days from the billing date and
will be considered past due forfy-five (45) calendar days after the bill date. The Parties agree
that they will each make a good faith effort to resolve any billing dispute.
If any undisputed amount due on the billing is not received by the billing Party by the
payment due date, the billing Party may charge, and the billed Party agrees to pay, interest on
the past due balance at a rate equal to the lesser of one and one-half percent (l%%) per
month or the maximum non usurious rate of interest under applicable law. Late payment
charges shall be included on the next invoice. The late payment charge is conditioned upon
the billing Party delivering an invoice to the billed Party within eight (8) calendar days of the
billing date.
If any portion of an amount due to a billing Party under this Agreement is subject to a bona
fide dispute between the Parties, the billed Party shall within forty-five (a5) days of its
receipt of the invoice containing such disputed amount give written notice to the billing
Party of the amounts it disputes ("Disputed Amounts") and include in such written notice the
specific details and reasons for disputing each item. The billed Party shall pay when due all
undisputed amounts to the billing Party. Within fifteen (15) days of final determination of
the dispute, the balance of the justified Disputed Amount shall thereafter be paid with
interest from the date such amount was due when originally invoiced through the payment
date at a rate equal to the lesser of one and one-half percent (l% %) per month or the
ma:rimum rate allowable by law.
The billing Parfy shall charge and collect from the billed Party, and the billed Parfy agrees to
pay to the billing Party, appropriate federal, state, and local taxes where applicable, except to
the extent the billed Parfy notifies the billing Party and provides appropriate documentation
that the billed Party qualifies for a full or partial exemption.
7.
Backbilling or revised billing for all services provided pursuant to this Agreement may be
billed for up to twelve (12) months after the date the service was furnished, provided that
notification of a billing problem with respect to such service is provided. Neither Party will
bill the other Party for previously unbilled charges that are more than one-year prior to the
current billing date.
NON-LOCAI TELECOMMUMCATIONS TRAFFIC.
The Parties contemplate that they may exchange non-local telecommunications traffic over
the Interconnection Facilities provided for under this Agreement. The originating Parfy will
report to the terminating Party that traffic, if any, which is non-local in nature.
Compensation for non-local traffic shall be subject to the appropriate interstate access rates.
When the parties provide an access service connection between an interexchange carrier
("XC') and each other, each party will provide its own access services to the D(C. Each
parfy will bill its own access services rates to the D(C pursuant to the procedures described
in Multiple Exchange Carrier Access Billing ("MECAB") document SR-BDS-000983, issue
5, June 1994. The Parties shall provide to each other the Switched Access Detail Usage
Data and the Switched Access Summary Usage Data to bill for jointly provided switched
access service, such as switched access Feature Groups B and D. The Parties agree to
provide this data to each other at no charge.
If the procedures in the MECAB document are amended or modified, the Parties shall
implement such amended or modified procedures within a reasonable period of time. Each
parfy shall provide the other Party the billing nitme, billing address, and carrier identification
code ("CIC") of the IXCs that may utilize any portion of either Party's network in an Edge
Wireless/CenturyTel Meet-Point Billing ("IIPB") arrangement in order to comply with the
MPB notification process as outlined in the MECAB document.
CREDIT ALLOWANCE FOR SERVICE INTERRUPTIONS.
Credit allowance for intemrption of services provided under this Agreement shall be
governed by terms and conditions set forth in CenturyTel's applicable tariff for functionally
equivalent elements.
SERVICE ORDERS.
Edge Wireless shall order Interconnection Facilities on a per circuit basis and shall specify at
the time the circuit is ordered the date on which Edge Wireless desires that the service be
provided. CenturyTel will process such orders in accordance with its normal procedures for
the installation of comparable circuits and will advise Edge Wireless whether or not it can
meet the service date requested by Edge Wireless and, if not, the date by which service will
be provided. If Edge Wireless wishes that the service be provided at an earlier date,
CenturyTel will make reasonable efforts to meet Edge Wireless's request on the condition
that Edge Wireless agrees to reimburse CenturyTel for all additional costs and expenses,
8.
9.
t0
10.
including but not limited to overtime charges, associated with providing service at the earlier
date.
IMPAIRMENT OF SERVICE.
The characteristics and methods of operation of any circuits, facilities or equipment of either
Party connected with the circuits, facilities or equipment of the other Parfy pursuant to this
Agreement shall not interfere with or impair service over any facilities of the other Party, its
affiliated companies, or its connecting and concurring carriers involved in its services, cause
damage to their plant, violate any applicable law or regulation regarding the invasion of
privacy of any communications carried over the Party's facilities or create hazards to the
employees of either Party or to the public (each hereinafter referred to as an "Impairment of
Service").
RESOLUTION.
If either Party causes an Impairment of Service, the Party whose network or service is being
impaired (the "Impaired ParS') shall promptly notifu the Party causing the Impairment of
Service (the "Impairing Pary') of the nature 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 Party and the Impaired Party agtee to 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 Party may at its
option temporarily discontinue the use of the affected circuit, facility or equipment.
TROUBLE REPORTING.
In order to facilitate trouble reporting and to coordinate the repair of Interconnection
Facilities, trunks, and other interconnection a:rangements provided by the Parties under this
Agreement, each Party has established a single point of contact available 24 hours per day,
seven days per week, at telephone and facsimile numbers to be provided by the Parties.
Each Party shall call the other at these respective telephone numbers to report trouble with
connection facilities, trunks, and other interconhection arrangements, to inquire as to the
status of trouble ticket numbers in progress, and to escalate trouble resolution.
Before either Parfy reports a trouble condition, it must first use its reasonable efforts to
isolate the trouble to the other Party's facilities, service, and arrangements. Each Party will
advise the other of any critical nature of the inoperative facilities, service, and a:rangements
and any need for expedited clearance of trouble. In cases where a Parry has indicated the
essential or critical need for restoration of the facilities, services or iurangements, the other
Parfy shall use its best efforts to expedite the clearance of trouble.
TERM AND TERMINATION.
13.1 This Agreement shall be effective upon approval by the Commission in accordance
11.
12.
l1
13.
with Section 252 of the Act. The "effective date" of this Agreement for such
purposes will be established by the Commission approval order. This Agreement
shall have an initial term of one year, unless earlier terminated as provided for in this
Agreement, and shall continue in force and effect thereafter, until replaced by another
agreement or terminated by either Party upon 90 days' written notice to the other.
Notwithstanding a notice of termination, this Agreement shall remain in effect until
replaced by another agreement negotiated or arbitrated between the Parties pursuant
to applicable law within 365 calendar days from the date that the notice of
termination was received. This Agreement shall terminate on the 366th day after the
date that the notice of termination was received if the Agreement has not been
superseded by another agreement.
If this Agreement is terminated without a successor agreement, each Party agrees to
disconnect from each other's network.
This Section 13.1 is subject to Sections 13.2 and 13.3.
13.2 Notwithstanding Section 13.1, this Agreement shall be terminated in the event that:
the FCC revokes, cancels, does not renew or otherwise terminates Edge
Wireless's authorization to provide CMRS in the area served by CenturyTel,
or the Commission revokes, cancels, or otherwise terminates CenturyTel's
certification to provide local service;
either Party becomes bankrupt or insolvent, makes a general assignment for
the benefit of, or enters into arty arrangement with creditors, files a voluntary
petition under any bankruptcy, insolvency or similar laws, or proceedings are
instituted under any such laws seeking the appointment of a receiver, trustee
or liquidator instituted against it which are not terminated within 60 days of
such commencement.
13.3 Notwithstanding Section 13.1, either Parfy shall have the right to terminate this
Agreement upon written notice to the other Parly in the event:
a) a Party is in arrears in the payment of any undisputed amount due under this
Agreement for more than 90 days, and the Party does not pay such sums
within ten business days of the other Party's demand for payment;
b) a Party is in material breach of the provisions of this Agreement and that
breach continues for a period of thirty days after the other Party notifies the
breaching Party in writing of such breach, including a reasonably detailed
statement of the nature of the breach.
13.4 If required by the Commission, no actual service disconnection shall occur without
a)
b)
t2
14.
prior approval by the Commission.
LIABILMY UPON TERMINATION.
Termination of this Agreement, or any part hereof, for any cause shall not release either
Party from any liability which at the time of termination had already accrued to the other
Parfy or which thereafter accrues in any respect due to any act or omission occurring prior to
the termination or from an obligation which is expressly stated in this Agreement to survive
termination.
AMENDMENTS.
Any amendment, modification, or supplement to this Agreement must be in writing and
signed by an authorized representative of each Party. The term "this Agreement" shall
include future amendments, modifi cations, and supplements.
ASSIGNMENT.
Any assignment by either Party of any right, obligation, or duty, in whole or in part, or of any
interest, without the written consent of the other Party, which consent shall not be
unreasonably withheld, shall be void, except that either Party may assign all of its rights, and
delegate its obligations, liabilities and duties under this Agreement, either in whole or in
part, to any entity that is, or that was immediately preceding such assignment, a Subsidiary
or Affiliate of that Party without consent, but with written notification. The effectiveness of
an assignment shall be conditioned upon the assignee's written assumption of the rights,
obligations, and duties of the assigning Party.
AUTHORITY.
Each person whose signature appears on this Agreement represents and warants that he or
she has authority to bind the Party on whose behalf he or she has executed this Agreement.
BINDING EFFECT.
This Agreement shall be binding on and inure to the benefit of the respective successors and
permitted assigns of the Parties.
COMPLIANCE WITH LAWS AND REGULATIONS.
Each Party shall comply with all federal, state, and local statutes, regulations, rules,
ordinances, judicial decisions, and administrative rulings applicable to its performance under
this Agreement.
ENTIRE AGREEMENT.
15.
16.
17.
18.
19.
20.
13
21.
22.
23.
24.
This Agreement constitutes the entire agreement of the Parties pertaining to the subject
matter of this Agreement and supersedes all prior agreements, negotiations, proposals, and
representations, whether written or oral, and all contemporaneous oral agreements,
negotiations, proposals, and representations concerning such subject matter. No
representations, understandings, agreements, or warranties, expressed or implied, have been
made or relied upon in the making of this Agreement other than those specifrcally set forth
herein.
E)GENSES.
Except as specifically set out in this Agreement, each Party shall be solely responsible for its
own expenses involved in all activities related to the subject of this Agreement.
FORCE MAIEIJRE.
In the event performance of this Agreement, or any obligation hereunder, is either directly or
indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like
acts of God, wars, revolution, civil commotion, explosion, acts of public enemy, embargo,
acts of the government in its sovereign capacity, labor difficulties, including without
limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from
vendor, changes requested by the other Party, or any other circumstances beyond the
reasonable control and without the fault or negligence of the Party affected, the Parry
affected, upon giving prompt notice to the other Party, shall be excused from such
performance on a dayto-day basis to the extent of such prevention, restriction, or
interference (and the other Party shall likewise be excused from performance of its
obligations on a day-to-day basis until the delay, restriction or interference has ceased);
provided however, that the Party so affected shall use diligent efforts to avoid or remove
such causes of nonperformance and both Parties shall proceed whenever such causes are
removed or cease.
GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the domestic laws of
the state of Idaho as well as the Telecommunications Act of 1996 and other federal laws, and
shall be subject to exclusive jurisdiction of the courts and.ior regulatory commission of such
state, except to the extent that the Telecommunications Act of 1996 and other federal laws
provide for federal jurisdiction.
INDEPENDENT CONTRACTOR RELATIONSHIP.
The persons implementing this Agreement on behalf of each Party shall be solely that
Party's employees or contractors and shall be under the sole and exclusive direction and
control of that Party. They shall not be considered employees of the other Party for any
purpose. Each Parfy shall remain an independent contractor with respect to the other and
l4
25.
shall be responsible for compliance with all laws, rules and regulations involving, but not
limited to, employment of labor, hours of labor, health and safety, working conditions and
payment of wages. Each Party shall also be responsible for payment of taxes, including
federal, state and municipal taxes, chargeable or assessed with respect to its employees, such
as Social Security, unemployment, workers' compensation, disability insurance, and federal
and state withholding. Each Parry shall indemniff the other for any loss, damage, liability,
claim, demand, or penalty that may be sustained by reason of its failure to comply with this
provision.
LIABILITY AND INDEMNITY.
25.1 Lrdemnification.
Each Party agrees to release, indemniff, defend, and hold harmless the other Party, its
Affiliates, and any third-parfy provider or operator of facilities involved in the provision of
services or facilities under this Agreement (collectively, the "Indemnified Parties") from all
losses, claims, demands, damages, expenses, suits, or other actions, or any liability
whatsoever, including, but not limited to, costs and attorney's fees, whether suffered, made,
instituted, or asserted by any other Party or person, for invasion of privacy, personal injury to
or death of any person or persons, or for losses, damages, or destruction of property, whether
or not owned by others, proximately caused by the indemniffing Party's negligence or
willful misconduct, regardless of form of action.
25.2 End User and Content-Related Claims.
Each Party agrees to release, indemnifu, defend, and hold harmless the Indemnified Panies
from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability
whatsoever, including, but not limited to, costs and attorney's fees, suffered, made,
instituted, or asserted by the indemniffing Party's end users against an Indemnified Party
arising from provision of the services or facilities. Each Parly further agrees to release,
indemniff, defend, and hold harmless the Indemnified Parties from all losses, claims,
demands, damages, expenses, suits, or other actions, or any liability whatsoever, including,
but not limited to, costs and attorney's fees, suffered, made, instituted, or asserted by any
third parfy against an Indemnified Party arising from or in any way related to actual or
alleged defamation, libel, slander, interference with or misappropriation of proprietary or
creative right, or any other injury to any person or property arising out of content transmitted
by the indemniffing Party or the indemniffing Party's end users, or any other act or
omission of the indemniffing Party or the indemni$ring Party's end users.
25.3. Disclaimer.
EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS OR WARRANTIES
TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY
SERVICES OR FACILITIES PROVIDED TINDER THIS AGREEMENT. EACH PARTY
l5
26.
DISCLAIMS, MTHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES
OF TRADE.
25.4 Lirnitation of Liability.
Each Parry's liability, whether in tort or otherwise, shall be limited to direct damages, which
shall not exceed the pro rata portion of the monthly charges for the services or facilities for
the time period during which the services or facilities provided pursuant to this Agreement
are inoperative, not to exceed in total each Party's monthly charge to the other Party. Under
no circumstance shall a Parly be responsible oi liable for indirect, incidental, or
consequential damages, including, but not limited to, economic loss or lost business or
profits, damages arising from the use or provision of services hereunder.
DISPUTE RESOLUTION.
26.1 Alternative to Litigation.
Except as provided under Section 252 of the Act with respect to the approval of this
Agreement by the Commission, the Parties desire to resolve disputes arising out of or
relating to this Agreement without litigation. Accordingly, except for action seeking a
temporary restraining order or an injunction related to the purposes of this Agreement, or
suit to compel compliance with this dispute resolution process, the Parties agree to use the
following alternative dispute resolution procedures with respect to any controversy or claim
arising out of or relating to this Agreement or its breach.
26.2 Negotiations.
At the written request of a Party, each Parfy will appoint a knowledgeable, responsible
representative to meet and negotiate in good faith to resolve any dispute arising out of or
relating to this Agreement. The Parties intend that these negotiations be conducted by non-
lawyer, business 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 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 purposes of settlement, exempt from discovery and shall not be admissible in
the arbihation described below or in any lawsuit without the concurrence of all Parties.
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 otherwise admissible, be admitted in evidence, in the arbitration or lawsuit.
26.3 Arbitration.
l6
If the negotiations do not resolve the dispute within sixty (60) Business Days of the initial
written request, the dispute shall be submitted to binding arbitration by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association
except that the parties may select an arbihator outside American Arbitration Association
rules upon mutual agreement. A Parry may demand such arbitration in accordance with the
procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be
permitted to the extent set out in this section. Each Party may submit in writing to a Party,
and that Parry shall so respond to, a maximum of any combination of thirty-five (35) (none
of which may have subparts) of the following: interrogatories, demands to produce
documents, or requests for admission. Each Party is also entitled to take the oral deposition
of one individual of another Parfy. Additional discovery may be permitted upon mutual
agreement of the Parties. The arbitration hearing shall be commenced within sixty (60)
Business Days of the demand for arbihation. The arbitration shall be held in Boise, Idaho or
in a mutually agreeable altemative city. The arbitrator shall control the scheduling so as to
process the matter expeditiously. The arbitrator will have no authority to award punitive
damages. The Parties may submit written briefs. The arbitrator shall rule on the dispute by
issuing a written opinion within thirty (30) Business Days after the close of hearings. The
times specified in this section may be extended upon mutual agreement of the Parties or by
the arbitrator upon a showing of good cause. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
26.4 Expedited Arbitration Procedures.
If the issue to be resolved through the negotiations referenced in Section 26.2 directly and
materially affects service to either Party's end user customers, then the period of resolution
of the dispute through negotiations before the dispute is to be submitted to binding
arbitration shall be five (5) Business Days. Should such a service-affecting dispute be
submitted to arbitration, the arbitration shall be conducted pursuant to the expedited
procedure rules of the Commercial Arbitration Rules of the American Arbitration
Association (i.e., rules 53 through 56).
26.5 Costs.
Each Party shall bear its own costs of these procedures. The Parties shall equally split the
fees of the arbitration and the arbitrator.
26.6 ContinuousService.
The Parties shall continue providing services to each other during the pendency of any
dispute resolution procedure, and the parties shall continue to perform their obligations
(including making payments in accordance with Section 6) in accordance with this
Agreement.
C ONFIDENTIAL INFORMATION.27.
t7
27.1 Identification.
Either Party may disclose to the other proprietary or confidential customer, technical, or
business information in written, graphic, oral or other tangible or intangible forms
("Confidential Information"). [r order for information to be considered Confidential
Information under this Agreement, it must be marked "Confidential" or "Proprietary," or
bear a marking of similar import. Orally or visually disclosed information shall be deemed
Confidential Information only if contemporaneously identified as such and reduced to
writing and delivered to the other Party with a statement or marking of confidentiality within
thirty (30) calendar days after oral or visual disclosure. The following information shall be
deemed Confidential Information, whether or not marked as such: orders for services, usage
information in any form, and Customer Proprietary Network Information ("CPNI") as that
term is defined by the Act and the rules and regulations of the FCC.
27.2 Handling.
In order to protect such Confidential lnformation from improper disclosure, each Parfy
agrees:
o)
(a)
(c)
(d)
(e)
That all Confidential Information shall be and shall remain the exclusive property of
the Party from whom or from whose representative(s), the Confidential Information
is obtained ("Source");
To limit access to such Confidential Information to (1) authorized employees; (2)
counsel; (3) auditors; and (4) such other persons that the other Party consents to in
writing, provided, however, that such consent shall not be unreasonably withheld.
All such employees, counsel, auditors, and other persons.shall have a need to know
the Confidential Information for performance of this Agreement, for negotiation of
the interconnection agreement or for arbitration or other proceedings arising from or
related to the negotiation of the interconnection agreement;
To keep such Confidential lnformation confidential and to use the same level of care
to prevent disclosure or unauthorized use of the received Confidential Information as
it exercises in protecting its own Confidential Information of a similar nature;
Not to copy, publish, or disclose such Confidential Information to others or authorize
anyone else to copy, publish, or disclose such Confidential Information to others
without the prior written approval of the Source;
To return promptly any copies of such Confidential Information to the Source at the
conclusion of the negotiations of the interconnection agreement or of the arbitration
or other proceedings arising from or related to the negotiation of the interconnection
agreement; and
To use such Confidential Information only for purposes of fulfilling work or services(0
18
28.
performed hereunder, for negotiating the interconnection agreement, or for
conducting the arbitration or other proceedings arising from or related to the
negotiation of the interconnection agreement, and for other purposes only upon such
terms as may be agreed upon between the Parties in writing.
27.3 Exceptions.
These obligations shall not apply to any Confidential Information that was legally in the
recipient's possession prior to receipt from the Source, was received in good faith from a
Third Party not subject to a confidential obligation to the Source, now is or later becomes
publicly known through no breach of confidential obligation by the recipient, was developed
by the recipient without the developing persons having access to any of the Confidential
lnformation received in confidence from the source, or that is required to be disclosed
pursuant to subpoena or other process issued by a court or administrative agency having
appropriate jurisdiction, provided, however, that the recipient shall give prior notice to the
Source and shall reasonably cooperate if the Source deems it necessary to seek protective
arangements.
27.4 Survival.
The obligation of confidentiality and use with respect to Confidential Information disclosed
by one Party to the other shall survive any termination of this Agreement for a period of
three (3) years from the date of the initial disclosure of the Confidential Information.
NOTICES.
Any notice to a Party 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, on the date
receipt is acknowledged in writing by the recipient if delivered by regular U.S. mail, 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. Notice may also be provided by facsimile, which shall
be effective on the next business day following the date of transmission. The Party receiving
the notice by facsimile will provide written confirmation to the other Party. Any notice shall
be delivered using one of the alternatives mentioned in this section and shall be directed to
the applicable address indicated below or such address as the Parry to be notified has
designated by giving notice in compliance with this section:
If to CenturyTel:CenturyTel of Idaho, Inc.
Attn: Carrier Relations - Western Region
P.O. Box 9901
805 Broadway
Vancouver, WA 98668
Telephone number: [phone]
Facsimile number: [phone]
E-mail address : j ackie.phillip s@centurytel. com
l9
29.
With a copy to:CenturyTel
Attn: Carrier Relations - Corporate Manager
100 CenturyTel Drive
Monroe, LA7L203
Telephone number: [phone]
Facsimile number: [phone]
Edge Wireless, LLC
Attn: Kevin Keillor
600 SW Columbia, Suite 7200
Bend, OR97702
Telephone number: [phone]
Facsimile number: [phone]
E-mail address: [e-mail]
If to Edge Wireless:
REGULATORY AGENCY CONTROL.
This Agreement shall at all times be subject to changes, modifications, orders, and rulings by
the FCC and/or the Commission to the extent the substance of this Agreement is or becomes
subject to the jurisdiction of such agency. CenturyTel and Edge Wireless further agree that
the terms and conditions of this Agreement were composed in order to effectuate the legal
requirements in effect at the time the Agreement was produced. Notwithstanding anything
herein to the contrary, ie as a result of any effective decision, order or determination of any
judicial, legislative or regulatory authority with jurisdiction over the subject matter thereof, it
is determined that CenturyTel is not required to fumish any service, facility, or arrangement,
or to provide any benefit required to be furnished or provided to Edge Wireless hereunder,
then CenturyTel may discontinue or alter the provision of any such service, facility,
arrangement or benefit to the extent permitted by any such decision, order or determination
by providing 30 days' prior written notice to Edge Wireless, unless a different notice period
or different conditions are specified in this Agreement (including, but not limited to, in an
applicable tariff or applicable law) for termination of such service, in which event such
specified period and/or conditions shall apply.
In the event that any of the .rates, terms and/or conditions herein, or any of the laws or
regulations that were the basis or rationale for such rates, terms andlor conditions in the
Agreement are invalidated, modified or stayed by any action of any state or federal
regulatory or legislative bodies or courts of competent jurisdiction, the affected provision
shall be immediately invalidated, modified, or stayed, consistent with the action of the
regulatory agency, legislative body, or court upon the written request of either Parfy. In such
event, the Parties shall expend diligent efforts to arrive at a written agreement regarding the
appropriate conforming modifications to the Agreement. If negotiations fail, disputes
between the Parties concerning the interpretation of the actions required or provisions
affected by such governmental actions shall be resolved pursuant to the dispute resolution
30.
process provided for in this Agreement.
SEVERABILITY.
If any provision of this Agreement is held by a court or regulatory agency of competent
jwisdiction to be unenforceable, the rest of the Agreement shall remain in fulI force and
effect and shall not be affected unless removal of that provision results in a material change
to this Agreement. If a material change as described in this paragraph occurs as a result of
action by a court or regulatory agency, the Parties shall negotiate in good faith for
replacement language. If replacement language cannot be agreed upon within a reasonable
period, either Party may terminate this Agreement without penalty or liability for such
termination upon written notice to the other Party.
2t
SIGNATT]RE PAGE
IN WTINESS WHEREOF, each Party hereto has executed this Agreement to be effective upon
approval by the Commission in accordance with Section'252 of the Act. The "effective date" of this
Agreernent for such purposes will be established by the Commission approval order.
Ed CengrYTel of ldaho. Inc.
By:
Name: {nia- 4nderson
Title:
Date:
Name:
Title:
( -,.S -t t'tA r {-Lc-/\-
1J r rut L? .s..L - (-q^rr,.t"'- {ts:Lr ?r. ^(j
Date:r =, ia,f*-!*aloz
))
1.
ATTACHMENT I . RATES
LOCAL TRANSPORT AND TERMINATION RATES
Temrination Rate
End Office Rate MOU:$0.018
This rate is reciprocal and symmetrical for Local Traffic exchanged between CenturyTel aud Edge
Wireless and applies for all Local Traffic MOUs exchanged at a POI associated with a CenturyTel
End Office.
B. Tandem Switching Rate (Transiting)
Rate applied per MOU:$0.008s2
This rate applies to all local MOUs exchanged between Edge Wireless and a CenturyTel End Ofiice
or the End Office of another Local provider through facilities of CenturyTel.
C. Transport (If requested by Edge Wireless) Appropriate CenturyTel Interstate Tariff
2. TOLL OR ECC OPTIONS
3.
Land to Mobile (If requested by Edge Wireless)
Reverse Billing
Reverse BiUing of ECC
BILLING FACTORS
Appropriate CenturyTel Intrastate Tariff
Wholesale tariffrate
A. Terminating Traffic Factors:
Land to Mobile Traffrc Factor
Mobile to Land Traffic Factor
l00%o Total2-way Usage
The Terrninating Traffic Factors describe the level of local usage originating from one Party and
terminating to the other Party as a percentage of total 2-way local taffrc exchanged between the
Parties. For example, a Mobile to Land Traffic Factor of 80% would mean that, of total 2-way local
MOUs exchanged between CenhryTel and Edge Wireless, 80% originated from an Edge Wireless
wireless end user customer and terminated to a CenturyTel end user customer. These factors are used
to apportion flat rated transport facilities between the Parties and may be used where needed as a
billing surrogate. These factors are subject to change based upon mutually accepted traffrc data as
provided in Section 5.2. If factors are not updated semi-annually, the Parties shall use the last
previously established factors.
B.PLU:l00Yo
The Percent Local Usage (PLU) Factor describes the portiou of Local Traffic exchanged between the Parties that both
originated and terminated with;n the same local call area (MTA). This factor applies to both originating and terminating
MOUs.
30Yo
7$Yo
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