20100812Application.pdf

5454 W 110th St.
Overland Park, KS
66211
Lynda A. Cleveland
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CenturyLink™
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August 10, 2010 G/5iv - (-- 10-02-
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Mrs. Jean Jewell
Secretary to the Commission
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
Re: Alled Wireless Communications Corporation's mfn Agreement of the Verizon
Wireless and legacy CenturyTel CMRS Agreement for 10
Ms Jewell:
Enclosed, please find one (1) original and three (3) copies of the fully executed mfn Agreement for
the purpose of filing with the 10 commission. In addition, as per our conversation last week, I
have also attached the CMRS agreement Alled Wireless Communications adopted, and attached
one (1) copy of the original/underlying agreement to each mfn agreement.
Notice Contact Information for Alled Wireless Communications:
Jeffrey Humiston
VP & General Counsel
1001 Technology Dr.
Little Rock, AR
72223
If you have any questions, feel free to contact me directly at [phone].
Thank you in advance for your assistance with regard to this matter.
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Lynda A. Cleveland, Esq.
CenturyLink
Enclosures (4)
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INTERCONNECTION ANO RECIPROCAL COMPENSATION AGREEMENT
FOR THE STATE OF 10AHO
BETWEEN
CENTURYTEL OF THE GEMSTATE, INC.
CENTURYTEL OF 10AHO, INC.
ANO
ALLIEO WIRELESS COMMUNICATIONS CORPORATION
EFFECTIVE OATE: JULY 21,2010
ENO OATE: JULY 21,2012
CenturyLink - Allied Wireless Communications Corporation
CMRS- mfn Agreement: ID Page 1 of4
INTERCONNECTION ANO RECIPROCAL COMPENSATION AGREEMENT
This Interconnection and Reciprocal Compensation Agreement ("Agreement") is entered into by
and between Alled Wireless Communications Corporation ("CLEC"), and CenturyTel of the Gemstate,
Inc. and CenturyTel of Idaho, Inc. (collectively referred to herein as "CenturyLink"), which are collectively
referred to herein as "the Parties", to establish the rates, terms and conditions for local interconnection
and the exchange of Local traffic for the state of Idaho.
NOW THEREFORE, the Parties agree as follows:
1. AOOPTEO AGREEMENT
1.1 This Agreement between the Parties shall consist of the Interconnection and Reciprocal
Compensation Agreement for the state of Idaho entered into by and between CenturyTel
of the Gemstate, Inc., and CenturyTel of Idaho, Inc. and Verizon Wireless, dated August
1, 2004, as filed with the Idaho Public Utilities Commission ("Adopted Agreement").
1 .2 This Agreement is made a part of and incorporates the terms and conditions of the
Adopted Agreement.
1.3 Except as set forth herein, the Adopted Agreement remains unchanged and in full force
and effect. In the event of a conflict between the terms of the Adopted Agreement and
this Agreement, this Agreement wil control.
1 .4 Unless otherwise stated differently in the Agreement, all CenturyLink obligations are
CenturyLink ILEC operating company-specific obligations and are not obligations that are
jointly-provided or otherwise shared between the listed operating companies as a
collective entity.
1 .5 This Agreement shall supersede and replace in full any and all prior agreements, written
and oral, between CLEC and CenturyLink pertaining to the subject matter hereof,
applicable to the state of Idaho.
2. PARTIES
For the purposes of this Agreement, CLEC is hereby substituted in the Adopted
Agreement for Verizon Wireless; and CenturyLink shall remain as the other Party to the
Adopted Agreement.
3. PROVISIONS
3.1 The Terms of the Verizon Wireless Interconnection and Reciprocal Compensation
Agreement are being adopted by CLEC pursuant to its statutory rights under Section
252(i). CenturyLink does not provide these Terms to CLEC as either a voluntary or
negotiated agreement. The filng and performance by CenturyLink of the Terms does not
in any way constitute a waiver by CenturyLink of any position as to the Terms or a portion
thereof, nor does it constitute a waiver by CenturyLink of all rights and remedies it may
have to seek review of the Terms, or to seek review in any way of any provisions
included in these Terms as a result of CLEC's 252(i) election.
3.2 The Terms shall be subject to any and all applicable laws, rules, or regulations that
subsequently may be prescribed by any federal, state or local governmental authority.
To the extent required by any such subsequently prescribed law, rule, or regulation, the
Parties agree to modify, in writing, the affected term(s) and condition(s) of this Agreement
to bring them into compliance with such law, rule, or regulation.
3.3 CenturyLink reserves the right to deny to CLEC any obligation under or application of the
adopted Terms, in whole or in part, at any time:
(a) when the costs of providing the Terms to CLEC are greater than the costs of
CenturyLink - Allied Wireless Communications Corporation
CMRS- mfn Agreement: ID Page 2 of4
providing it to the original signatory carrier;
(b) if the provision of the Terms to CLEC are not technically feasible; and/or to the
extent CLEC already has an existing interconnection agreement (or existing
252(i) adoption) with CenturyLink and the Terms were approved before the date
of approval of the existing interconnection agreement (or the effective date of the
existing 252(i) adoption).
3.4 Should any such condition occur, CenturyLink will notify CLEC in writing and CenturyLink
and CLEC agree to work towards any mutually agreeable alternative or resolution.
3.5 Should CLEC attempt to apply the adopted Terms in a manner that conflicts with the
provisions set forth herein, CenturyLink reserves its rights to seek appropriate legal
and/or equitable relief.
4. EFFECTIVE OATE ANO TERM
4.1 This Agreement wil be effective only upon execution by both Parties unless prior
Commission approval is required, in which case this Agreement shall be effective upon
Commission approval; except that the initiation of a new account, any new provision of
service or obligation or any revision to currently existing services or obligations shall not
take effect for 60 days to accommodate required initial processes. Unless delayed by
Commission action, the "Effective Date" of this Agreement for all purposes wil be the
latest date reflected by the signing Parties.
4.2 This Agreement shall be effective to and through the 21 sl day of July, 2010 and, unless
cancelled or terminated earlier in accordance with the terms hereof. If neither Part elects
to terminate this Agreement as of the date of termination of the Term, this Agreement
shall continue in force and effect on a month-to-month basis (each one-month period
constituting a "Follow-on Term") unless and until cancelled or terminated as provided in
this Agreement.
5. NOTICES
Except as otherwise provided, all notices and communication hereunder wil be deemed
to have been duly given when made in writing and delivered in person or deposited in the
U.S. mail, certified, postage paid, return receipt requested, and addressed as follows:
If to CLEC:
Jeffrey Humiston
Vice President and General
Counsel
1001 Technology Drive
Little Rock, AR 72223
501-448-1212
If to CenturyLink:
Director - Contract Management
CenturyLink
KSOPKJ0201-2076
5454 W. 11 Oth Street
Overland Park, KS 66211
With a Copy To:
Cindy Steele
Procurement
1001 Technology Drive
Little Rock, AR 72223
csteele(gawcc.com
CenturyLink - Allied Wireless Communications Corporation
CMRS- mfn Agreement: ID Page 3 of4
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IN WITNESS WHEREOF, CLEC and Centuryink have caused this Agreement to be executed by
their respective duly authorized representatives.
By:
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Name'
Title:
Date:
tions Corporation
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CenturyLink - Allied Wireless Communications Corporation
CMRS- mfn Agreement: ID
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Name: Michael R. Hunsucker
Title:Director - Contract Management
Date:7-ZI'lfJ
Page 4of4
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INTERCONNECTION AND RECIPROCAL
COMPENSATION AGREEMENT 2010 AUG -I l AM 9: t.6
By and Between
CENTURYTEL OF THE GEM STATE, INC
CENTURYTEL OF IDAHO, INC
And
VERIZON WIRELESS
In the State of Idaho
Verizon Wireless Final Agreement (072704)
Table of Contents
1. DEFINITIONS................................................................................................................................................3
2. RURAL TELEPHONE COMPANY............................................................... ................................................6
3. TRC INTRCHAGED. .......................................................................................................................6
4. FACILmES...................................................................................................................................................7
5. RATES AND CHARGES. ..............................................................................................................................7
6. BILLINGANPAYMENTOFCHAGES..................................................................................................9
7. NON-LOCAL TELECOMMUNICATIONS TRC...............................................................................10
8. CREDIT ALLOWANCE FOR SERVICE INTRRUPTONS.....................................................................10
9. SERVICE ORDERS......................................................................................................................................10
10. IMPAIRMENT OF SERVICE......................................................... .............................................................10
11. REOLUTON..............................................................................................................................................11
12. TROUBLE REPORTING.......................................................... ...................................................................11
13. TERMANTERMINATION......................................................................................................................11
14. LIABILIT UPON TERMINATION......................................................... ..................................................12
15. AMNDMENTS...........................................................................................................................................13
16. ASSIGNMENT.............................................................................................................................................13
17. AUllORITY. ..............................................................................................................................................13
18. BINDING EFFECl.......................................................................................................................................13
19. COMPLIACE WIll LAWS AND REGULATIONS................................................................................13
20. ENTIRE AGREEMENT. ..............................................................................................................................13
21. EXPENSES...................................................................................................................................................14
22. FORCE MAEURE............................................................. ..........................................................................14
23. GOVERNING LAW. ....................................................................................................................................14
24. INDEPENDENT CONTRAClOR RELATIONSHIP. .................................................................................14
25. LIABILITY AND INDEMNITY..................................................................... .............................................14
25.1 Indemniication ..................................................................................................................................15
25.2 End User and Content-Related Claims. ..............................................................................................15
25.3 Disclaimer ..........................................................................................................................................15
25.4 Limitation of Liabilty ........................................................................................................................15
26. DISPUT RESOLUTION.............................................................................................................................16
26.1 Alternative to Litigation. ....................................................................................................................16
26.2 Negotiations........................................................................................................................................16
26.3 Arbitration. .........................................................................................................................................16
26.4 Expedited Arbitration Proceures. .....................................................................................................17
26.5 Costs. ..................................................................................................................................................17
26.6 Continuous Service.............................................................................................................................17
27. CONFIDENTIAL INFORMATION................................................... ..........................................................17
27.1 Identification. .....................................................................................................................................17
27.2 Handling.............................................................................................................................................18
27.3 Exceptions. .........................................................................................................................................18
27.4 SurvivaL. .............................................................................................................................................19
28. NOTICES......................................................................................................................................................19
29. REGULATORY AGENCY CONTROL.......................................................................................................20
30. SEVERAIUTY..........................................................................................................................................20
31. NO THRD PART BENEFICIARIES..................................................... ......................................................21
SIGNATURE PAGE..............................................................................................................................................22
ATTACHMENT I - RATES AN FAClORS... ... ............................................................ ...... .....23
ATTACHMENT II - AFUATES AND CENTURYTEL LOCAL CALUNG AREA............... ... ... ... ......25
2
This Interconnection and Reciprocal Compensation Agreement ("Agreement"), is entered into by
and between CenturyTel of the Gem State, Inc., and CenturyTel of Idaho, Inc. (collectively
"CenturyTel") and the Verion Wireless entities on the signature block (collectively "VZW")
(individually, "Party" or collectively, "the Parties").
WHEREAS, VZW is authorized by the Federal Communications Commission ("FCC") to
provide CMRS as defined in Section 1.5 of this Agreement and provides such service to its end user
customers and operating wireless affiliates; and
WHEREAS, CenturyTel is a certified provider of local exchange service; and
WHREAS, VZW terminates Local Traffic that onginates from CenturyTel's subscnbers,
and CenturyTel terminates Local Traffc that onginates from VZW's subscnbers; and
WHEREAS, VZW may request a point of direct interconnection in the CenturyTel service
areas, or may indirectly interconnect with CenturyTel's network via a third party Tandem Switch;
and
WHEREAS, the Parties wish to establish a reciprocal compensation and interconnection
arrangement that compensates both Parties for termnating Local Traffc that onginates on the other
Party's network.
NOW, THEREFORE, IN CONSIDERATION of the covenants contaied herein, the Parties
hereby agree as follows:
1. DEFINIONS.
1.1 "Act" means the Communications Act of 1934, as amended by the
Telecommunications Act of 1996.
1.2 An "Afilate" 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 control with a Party. For purposes of this definition,
the term "own" means to have a ten (10) percent or greater ownership interest in or
voting control of interests in, such corporation or other legal entity.
1.3 "Business Day" means any weekday other than a Saturday, Sunday, or holiday on
which the U.S. Mail is not delivered.
1.4 "Central Office" means a switching facilty from which Telecommunications
Services are provided, including, but not limited to:
(a) An "End Offce Switch" or "End Office" is used, among 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 Offce Switches,
aggregation points, points of termination, or points of presence.
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( c) A "Mobile Switch Centet' or "MSC" is a switching facility that provides
Tandem and/or End Office switching capabilty.
1.5 "CMRS " means Commercial Mobile Radio Service as defined in the Act and 47
C.F.R. § 20.3.
1.6 "Commission" refers to the Idaho Public Utilties Commission.
1.7 "Common Channel Signaling" 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 carres addressed signaling messages
for individual trunk circuits and/or database-related services between Signalig
Points in the CCS network using SS7 signaling protocol.
1.8 "Information Access Traffc" 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 facilties of an ISP. The term Information Access Traffc does
not include transmission of voice telecommunications traffc regardless of whether it
is delivered to an ISP and regardless of whether it is carried at any point on facilties
via Internet protocol. .
1.9 Information Service Provider (ISP) means a provider of Information Servce, as
defined in 47 U.S.C. 153(20). Information Service Provider includes, but is not
limited to, Internet Service Providers.
1.10 "Interconnection" 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
1.11 "Interconnection Facilities" - For CenturyTel, those facilties between the
CenturyTel Central Offce switch and the POI; for VZW, those facilities between the
VZW MSC and the POI.
1.12 "Local Exchange Carrier" or "LEC" is as defined in 47 U.S.C.§153 (26).
1.13 "Local Exchange Routing Guide" or "LERG" means the Telcordia reference
customarily used to identify NPA-NX routing and homing information.
1.14 "Local Traffic" is telecommunications traffic, that originates and terminates within
the same major trading area ("MTA"), as defined in 47 C.F.R. § 24.202(a). For
purposes of determining whether traffic originates and terminates within the same
MT A, 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 callng area
plans such as Extended Area Service ("BAS"). Local Traffic excludes Information
Access Traffic, Information Service Providers Traffic (e.g., 900-976, etc.), inter-
MTA, and paging traffic.
4
1.15 "POI" means the mutually agreed upon point of interconnection between CenturyTel
and VZW where the Parties establish interconnection and exchange traffic. The POI
for direct interconnection to a CenturyTel Tandem or End Offce shall be within
CenturyTel's local exchange seivice area.
1.16 "PSTN" means the Public Switched Telephone Network.
1.17 "Reciprocal Compensation Credit" means a monetary credit for wireline to wireless
traffic that is originated by an end user of CenturyTel and termnates to an end user
subscriber of VZW within the MT A.
1.18 "Tandem Switching" is when CenturyTel provides switching and transport at a
CenturyTel Tandem Switch for traffic between VZW and an End Office subtending
the CenturyTel Tandem Switch.
1.19 "Telecommunication Seivices" shall have the meaning set forth in 47 USC §
153(46).
1.20 "Termination" means the switching of Local Traffic at the terminating carrer's
Central Office, or functionally equivalent facility, and the delivery of such traffic to
the called party.
1.21 "Transiting" is when CenturyTel provides Tandem Switching at a CenturyTel
Tandem Switch for traffc between VZW and a non-CenturyTel End Office
subtending the CenturyTel Tandem Switch.
1.22 "TransPQrt" means the transmission and any necessary Tandem Switching by a Party
of Local Traffic from the POI between the Parties, which POI may be via the transit
seivices provided by another carrier, to the terminating carrier's Central Office, or
functionally equivalent facility, that directly seives the called party.
1.23 "Type 2 Wireless Interconnection" is a trunk interconnecting the LEC Central Office
with a CMRS Provider's Mobile Switching Center. This type of connection may
only be used for exchanging Local Traffic or terminating wireless to wireline
interMTA traffic.
i) Type 2A: is trunk interconnection between a LEC Tandem Switch and a
CMRS Provider Mobile Switching Center. Through this interface, VZW can
connect to Century Tel's End Offices and non-CenturyTel End Offices that
subtend the CenturyTel Tandem Switch.
n) Type 2B: is a trunk interconnection between a LEC End Office and a CMRS
Provider Mobile Switching Center. This interconnection will only provide
access to numbers residing in the LEC End Offce to which the
interconnection is made, including EAS seived by the LEC End Offices.
5
2. RURA TELEPHONE COMPAN.
CenturyTel asserts that it is a "rural telephone company" as that term is defined in the Act,
47 U.S.c. § 153. CenturyTel further asserts that, pursuant to Section 251(t)(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 traffc,
as defined herein, with VZW. CenturyTel's execution of this Agreement does not in any
way constitute a waiver or limitation of CenturyTel's rights under Section 251(t)(1) or
251(t)(2) of the Act. Accordingly, CenturyTel expressly reserves the right to assert its right
to an exemption or waiver and modifcation of Section 251(c) of the Act, in response to
other requests for interconnection by VZW or any other carrier.
3. TRAIC INRCHAGED.
3.1 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 Party via a Type 2 Wireless Interconnection through direct
Interconnection Facilities3.2 This Agreement also addresses the Parties' reciprocal
compensation obligations as described in Section 251(b)(5) of the Act and the
exchange of Local Traffic between the Parties' respective networks which is
delivered via a third party Tandem Switch where there is no direct connection
between VZW and CenturyTel.
3.3 The Parties may exchange Local Traffc through an indirect interconnection via a
common third party access tandem provider. The originating Party will be
responsible for payment of any transit charges (including Tandem Switching)
assessed by the third party carrier for use of the third party carrier's tandem switch
and facilities for the exchange of Local Traffic. The Parties agree that if and at such
time as the Commission enters a final, binding, and non-appealable order ("Final
Commission Order") determining that payment for transiting charges for the
exchange of Local Traffc is to be made by a Party different than the Party on whose
network the call originates, the Parties shall compensate each other in accordance
with the Final Commission Order retroactive to the effective date of the Final
Commission Order.
3.4 In the case where the Parties exchange Local Traffc indirectly through a common
third party tandem, if traffic volumes grow to a point where it necessitates a direct
Type 2 Wireless Interconnection between CenturyTel and VZW or if such a direct
Type 2 Wireless Interconnection is otherwise required, then CenturyTel and VZW
shall establish a POI within CenturyTel's local exchange serving area.
3.5 CenturyTel wil recognize VZW's NPA-NXs that are assigned in the LERG to a
rate center located in CenturyTel's exchange or EAS callng area as Local Traffic as
set forth on Attachment II. Calls to such NPA-NXs wil be at rates no less
favorable than calls by CenturyTel's customers to other NPA-NXXs within the same
rate center.
6
4. 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 facilties 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 POI for testing, maintenance, repairing,
and removing Interconnection Facilities.
When ordered by VZW, 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 Central Office and the POI, located in
CenturyTel's local exchange serving area. CenturyTel shall not be responsible for providing
Interconnection Facilities, or paying for the cost of such Interconnection Facilities, on
VZW's side of the POI or, when the Parties are connected directly, anywhere outside of the
boundaries of CenturyTel's service territory. CenturyTel and VZW wil 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 VZW's Mobile Switching
Center, remote cell sites, and control points, when ordered by VZW. When orderig these
circuits, VZW shal specify 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 VZW will jointly
determine the design and routing of these circuits, takng into account standard CenturyTel
and VZW traffic engineering methods, the avaiabilty of facilities and equipment and
CenturyTel's traffic routing plans.
It shall be the responsibilty of each Party to program and update its own switches and
network systems pursuant to the LERG guidelines to recognize and route traffic to the other
Party's assigned NX codes. Neither Party shall impose any fees or charges whatsoever on
the other Party for such activities.
The Parties expect that, where feasible, traffic wil be delivered to each involved network
with CCS/SS7 protocol and the appropriate ISUprrCAP message to facilitate full
interoperabilty and billng functions. In-band signaling may be used if CCS/SS7 is not
available.
5. RATES AND CHARGES.
5.1 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
7
1. Interconnection Facilties The rates for these facilities, if provided by
CenturyTel, are specified in CenturyTel's Interstate
Special Access Tari.
2. Local Network Usage (TandemÆnd Offce)
The Parties agree to compensate each other for the
terminating of Local Traffic that originates on the
other Party's network. The reciprocal Local
Network Usage rate is identified in Section 2(A) of
Attachment i.
3. Transiting For VZW's Local Traffc that is transported to non-
CenturyTel End Offices via a CenturyTel Tandem
Switch, VZW will compensate CenturyTel for the
tandem switched traffic between VZW and the non-
CenturyTel end offce company at rates defined in
Section 2 (B) of Attachment i. By transporting
traffic to non-CenturyTel End Offices via a
CenturyTel Tandem Switch, VZW assumes any
responsibilty for terminating compensation to the
non-CenturyTel End Office Company.
4. Indirect Interconnection Local Traffc that originates on either Party's
network and terminates on the other Party's network
transiting a third party tandem to which both Parties
are interconnected wil be charged at the Local
Network Usage rates set forth in Attachment I,
Section 2 (A).
5.2 Where Interconnection Facilties are used for two-way traffic, the applicable
recurrng charges (if any) wil be reduced by a percentage equal to the percentage of
traffic on such Interconnection Facilities that originates on CenturyTel's network and
terminates on VZW's network. This percentage is referred to as the Land to Mobile
Traffic Factor on Attachment i. The Parties agree that, at either Party's request, the
Parties will review the Traffic Factor percentages based on actual usage. The new
Traffc Factor wil be based on actual traffic patterns during a six (6) month study.
Any change to the Traffc Factors wil thereafter be effective as agreed to by the
Parties. The Parties agree that a review of the Traffic Factors wil not occur more
than once in any twelve-month period.
5.3 The Parties wil exchange biling information on a monthly basis. CenturyTel wil
prepare its bil in accordance with its existing CABS biling systems. VZW does not
currently have its own biling system and wil be compensated by CenturyTel for
Interconnection Facilities and Local Traffic Usage by using a Reciprocal
Compensation Credit until such time VZW can provide biling, either by Minutes Of
Use (MOUs), by NPA-NX and OCN, or by CLLI. The Parties wil make an effort
8
to conform to current and future OBF (CABS BOS) standards, insofar as is
reasonable. In the event that neither Party is capable of measuring, or has accss to a
measurement of traffic originating on CenturyTel's network, the charge to VZW for
Local Traffic Network Usage and Interconnection Facilities shall be based upon
mutually agreed upon assumed Traffc Factors. The initial Traffic Factors are set
forth in Section 3 (A) of Attachment i.
5.5 For purposes of biling compensation for the interchange of Local Traffic, biled
minutes wil be based upon conversation time. Conversation time wil 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.
6. BILLING AND PAYMENT OF CHAGES.
Nonrecurring charges wil be biled upon completion of the work activity for which the
charge applies; monthly recurring charges will be biled in advance; and Local Network
Usage wil be biled in arrears. All bils wil be due thirty (30) days from the biling date
and will be considered past due forty-five (45) calendar days afer the bil date. The Parties
agree that they wil each make a good faith effort to resolve any billing dispute.
If any undisputed amount due on the billng is not received by the biling Party by the
payment due date, the biling Party may charge, and the biled Party agrees to pay, a late
payment interest charge on the past due balance at a rate equal to the lesser of one and one-
half percent (Ph %) per month or the maximum non usurious rate of interest under
applicable law. Late payment interest charges shall be included on the next invoice. The
late payment interest charge is conditioned upon the biling Party delivering an invoice to
the biled Party within eight (8) calendar days of the billng date.
If any portion of an amount due to a billng Party under this Agreement is subject to a bona
fide dispute between the Parties, the biled Party shall within forty-five (45) days of its
receipt of the invoice containing such disputed amount give written notice to the biling
Party of the amounts it disputes ("Disputed Amounts") and include in such written notice
the specific details and reasons for disputing each item. The biled Party shall pay when due
all undisputed amounts to the biling Party. Within thirty (30) days of final determination of
the dispute, the balance of the 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 (Ph %) per month or the maximum rate
allowable by law.
The billng Party shall charge and collect from the biled Party, and the biled Party agrees to
pay to the billng Party, appropriate federal, state, and local taxes where applicable, except
to the extent the biled Party notifies the billng Party and provides appropriate
documentation that the biled Party qualifies for a full or partial exemption.
Back biling or revised biling for all services, including Interconnection Facilties if
applicable,'provided pursuant to this Agreement may be biled for up to twelve (12) months
after the date the services or Interconnection Facilties were furnished, provided that
9
notification of a biling problem with respect to such service is provided. Neither Party wil
bil the other Party for previously unbiled charges that are more than one-year pnor to the
current biling date.
7. NON-LOCAL TELECOMMUNICATIONS TRAC.
The Parties contemplate that they may exchange non-Local Traffic that originates or
terminates to VZW end users with telephone numbers assigned to a rate center within the
VZW MTA over the Interconnection Facilities provided for under this Agreement. The
Party sending such traffic onto such Interconnection Facilities will report to the other Party
that traffic, if any, which is non-Local in nature. Compensation for non-Local Traffic shall
be subject to interstate access rates.
When the Parties provide an access service connection between an interexchange carner
("IXC") and each other, each Party wil provide its own access services to the IXC. Each
Party will bil its own access services rates to the IXC pursuant to the procedures descnbed
in Multiple Exchange Carner Access Billng ("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 bil for jointly provided switched
access service, such as switched access Feature Groups Band D. The Partes 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 penod of time. Each
Party shall provide the other Party the biling name, biling address, and carner identiication
code ("CIC") of the IXCs that may utilize any portion of either Party's network in an
VZW/CenturyTel Meet-Point Biling ("MPB") arrangement in order to comply with the
MPB notification process as outlned in the MECAB document.
8. CREDIT ALLOWANCE FOR SERVICE INTRRUPTIONS.
Credit allowance for interrption of services expenenced by VZW, provided under this
Agreement shall be governed by terms and conditions set forth in CenturyTel's access
tanffs.
9. SERVICE ORDERS.
VZW shall order Interconnection Facilities on a per-circuit basis and shall specify at the
time the circuit is ordered the date on which VZW desires that the service be provided.
CenturyTel wil process such orders in accordance with its normal procedures for the
installation of comparable circuits and wil advise VZW whether or not it can meet the
service date requested by VZW and, if not, the date by which service wil be provided. If
VZW wishes that the service be provided at an earlier date, CenturyTel wil make
reasonable efforts to meet VZW's request on the condition that VZW agrees to reimburse
CenturyTel for all additional costs and expenses, including but not limited to overtime
charges, associated with providing service at the earlier date.
10. IMPAIRMENT OF SERVICE.
10
The characteristics and methods of operation of any circuits, facilties, or equipment of
either Party connected with the circuits, facilities, or equipment of the other Party pursuant
to this Agreement shall not interfere with or impair service over any facilties of the other
Party, its affiiated 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 carred over the Party's facilities, or create
hazards to the employees of either Party or to the public (each hereinafer referred to as an
"Impairment of Servce").
11. RESOLUTON.
If either Party causes an Impairment of Service, the Party whose network or service is being
impaired (the "Impaired Party") shall promptly notify the Party causing the Impairment of
Service (the "Impairing Party") 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 agree to work
together to attempt to promptly resolve the Impairment of Service. If the Impairig 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.
12. TROUBLE REPORTING.
In order to faciltate trouble reporting and to coordinate the repair of Interconnection
Facilities, trunks, and other interconnection arrangements 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 facilties, trunks, and other interconnection arrangements, to inquire as to the
status of trouble ticket numbers in progress, and to escalate trouble resolution.
Before either Party reports a trouble condition, it must first use its reasonable efforts to
isolate the trouble to the other Party's facilties, service, and arrangements. Each Party wil
advise the other of any critical nature of the inoperative facilties, service, and arrangements
and any need for expedited clearance of trouble. In cases where a Party has indicated the
essential or critical need for restoration of the facilities, services or arrangements, the other
Party shall use its best efforts to expedite the clearance of trouble.
13. TERM AND TERMINATION.
13.1 This, Agreement shall be effective August 1, 2004, subject to approval by the
Commission in accordance with Section 252 of the Act. This Agreement shall have
an initial term of two (2) years, 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
11
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 13.1, this Agreement shall be terminated in the event that:
a) the FCC revokes, cancels, does not renew or otherwise terminates VZW's
authorization to provide CMRS in the area served by CenturyTel, or the
Commission revokes, cancels, OF otherwse termnates CenturyTel's
certification to provide local service;
b) either Party becomes bankpt or insolvent, makes a general assignment for
the benefit of, or enters into any arrangement with creditors, fies 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 Notwthstanding Section 13.1, either Party shall have the right to termnate this
Agreement upon wrtten notice to the other Party and the Commission 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 Part 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
written statement of the nature of the breach.
13.4 No actual service disconnection shall occur without prior approval by the
Commission.
14. LIAILIT 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
Party 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.
15. AMENDMENTS.
12
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, modifications, and supplements. Any amendment,
modification, or supplement to this Agreement shall be filed with the Commission and
approved by the Commission as may be required by applicable law.
16. ASSIGNMENT.
Any assignment by either Party of any right, obligation, or duty, in whole or in part, or of
any interest, without the wrtten 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, liabilties, 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 Afilate 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. A Party making the assignment shall notify
the Commission and the other Party at least sixty (60) days in advance of the effective date
of the assignment.
17. AUTORITY.
Each person whose signature appears on this Agreement represents and warrants that he or
she has authority to bind the Party on whose behal he or she has executed this Agreement.
18. BINDING EFFECT.
This Agreement shall be binding on and inure to the benefit of the respective successors and
permitted assigns of the Parties.
19. COMPLIANCE WITH LAWS AN 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.
20. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the Parties pertining 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 specifically set forth
herein.
21. EXPENSES.
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.
13
22. FORCE MAEURE.
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 diffculties, 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 Party
affected, upon giving prompt notice to the other Party, shall be excused from such
performance on a day-to-day basis to the extent of such prevention, restriction, or
interference (and the other Party shal 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 dilgent efforts to avoid or remove
such causes of nonperformance and both Parties shall proceed whenever such causes are
removed or cease.
23. GOVERNNG 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/or regulatory commission of
such state, except to the extent that the Telecommunications Act of 1996 and other federal
laws provide for federal jurisdiction.
24. 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 Party shall remain an independent contractor with respect to the other and
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, disabilty insurance, and federal
and state withholding. Each Party shall indemnify the other for any loss, damage, liabilty,
claim, demand, or penalty that may be sustained by reason of its failure to comply with this
provision.
25. LIAILIT AN INDEMNTY.
25.1 Indemnification.
Each Part agrees to release, indemnify, defend, and hold harmess the other Party
and its Affiliates, 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 liabilty whatsoever,
14
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 indemnifying
Party's negligence or willful misconduct, regardless of the form of the action.
25.2 End User and Content-Related Claims.
Each Party agrees to release, indemnify, defend, and hold harmless the Indemnified
Parties from all losses, clais, demands, damages, expenses, suits, or other actions,
or any liabilty whatsoever, including, but not limited to, costs and attorney's fees,
suffered, made, instituted, or asserted by the indemnifying Party's end users against
an Indemnified Party arising from provision of the services or facilties. Each Party
further agrees to release, indemnify, defend, and hold harmless the Indemnified
Parties from all losses, claims, demands, damages, expenses, suits, or other actions,
or any liabilty whatsoever, including, but not limited to, costs and attorney's fees,
suffered, made, instituted, or asserted by any third party 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
indemnifying Party or the indemnifying Party's end users, or any other act or
omission of the indemnifying Party or the indemnifing Party's end users.
25.3 Disclaimer.
EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRAY IN nIls
AGREEMENT, EACH PARTY MAS NO REPRESENTATIONS OR WARRAES
TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY
SERVICES OR FACILITIES PROVIDED UNDER THIS AGREEMENT. EACH PARTY
DISCLAIMS, WITOUT LIMITATION, ANY WARRA OR GUARE OF
MERCHAABILIT OR FITNESS FOR A PARTICULA PURPOSE, ARISING
FROM COURSE OF PERFORMACE, COURSE OF DEALING, OR FROM USAGES
OF TRAE.
25.4 Limitation of Liabilty.
Each Party's liabilty, whether in tort or otherwse, 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 facilties
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 Party be
responsible or 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.
26. DISPUTE RESOLUTON.
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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 wrtten request of a Party, each Party wil 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 to resolve the
disputes. 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 arbitration described below or in any lawsuit without the
concurrence of all Partes. Documents identified in or provided with such
communications, which are not prepared for purposes of the negotiations, are not so
exempted and may, if otherwise discoverable, be discovered or otherwse admissible,
be admitted in evidence, in the arbitration or lawsuit.
26.3 Arbitration.
If the negotiations do not resolve the dispute within sixty (60) Business Days of the
initial written request, then either Party may avail itself of any lawful forum to
resolve a dispute arising under this Agreement; provided that upon mutual agreement
of the Parties the dispute may be submitted to binding arbitration by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association or such other rules to which the Parties may agree and that the Parties
may select an arbitrator outside American Arbitration Association rules upon mutual
agreement. If the Parties agree to submit the dispute to arbitration, 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 Party 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 Party. Additional discovery may be permitted upon mutual
agreement of the Parties. The arbitration hearing shall be commenced within sixy
(60) Business Days of the demand for arbitration. The arbitration shall be held in
Boise, Idaho or in a mutually agreeable alternative city. The arbitrator shall control
16
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 wrtten 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, subject to review by the Commission. The Parties
shall submit a copy of each arbitration opinion to the Commssion, the Department
of Commerce and the Office of Attorney General, Residential and Small Business
Utilities Division. The arbitrator's decision shall remain in effect unless the
Commission acts within forty-five (45) days to suspend, modify or reject the
decision.
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 or any other option 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 (Le., 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 or pay their own costs for any other
remedy selected.
26.6 Continuous Service.
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.
27. CONFIDENTIAL INFORMTION.
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"). In 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 wrting and delivered to the other Party with a
statement or marking of confidentiality within thirty (30) calendar days after oral or
17
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 Information from improper disclosure, each
Party agrees:
(a) 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");
(b) To limit access to such Confdential Information to (1) authoried employees;
(2) counsel; (3) auditors; and (4) such other persons that the other Party
consents to in wrting, 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
pedormance 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;
( c) To keep such Confidential Information confidential and to use the same level
of care to prevent disclosure or unauthoried use of the received Confidential
Information as it exercises in protecting its own Confidential Information of a
simiar nature;
(d) Not to copy, publish, or disclose such Confidential Information to others or
authorie anyone else to copy, publish, or disclose such Confidential
Information to others without the prior written approval of the Source;
(e) 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
(t) To use such Confidential Information only for purposes of fulfiling work or
services pedormed 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
18
recipient, was developed by the recipient without the developing persons having
access to any of the Confidential Information 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 arrangements.
27.4 SurvivaL.
The obligation of confidentiality and use with respect to Confidential Information
disclosed by one Part to the other shall survive any termnation of this Agreement
for a period of three (3) years from the date of the initial disclosure of the
Confidential Information.
28. 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 Party to be notified
has designated by giving notice in compliance with this section:
If to CenturyTel:CenturyTel
Regional Director-Carrier Relations
Attn: Jackie Philips
805 Broadway
Vancouver, WA 98660
Telephone: [phone]
Facsimile: 360-905-6811
Email: jackie.philipsCWcentuiytel.com
With a copy to:CenturyTel
Attn: Division VP-Carrier Relations
100 CenturyTel Drive
Monroe, LA 71203
Telephone: [phone]
Facsimile: 318-388-9072
IftoVZW:Verizon Wireless
Charon Philips, Regulatory Counsel
1300 "Eye" Street NW
Suite 400 West
Washington, D.C. 20005
19
Telephone:
Facsimile:
202-589-3777
202-589-3750
With a copy to:Verizon Wireless
Attn: John Clampitt
2785 Mitchell Drive, MS 7-1
Walnut Creek, CA 94598
Telephone: [phone]
Facsimile: 925-279-6621
29. REGULATORY AGENCY CONTROL
Each Party shall comply with all applicable federal, state, and local laws, rules, and
regulations applicable to its performance under this Agreement. CenturyTel and VZW
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, if, 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 either Party is not required to furnish
any service, facility, or arrangement, or to provide any benefit required to be furnished or
provided to the other Party hereunder, then a Party 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 the other
Party, 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.
This Agreement shall at all times be subject to changes in applicable laws, rules, regulations
and orders or rulings that may be subsequently prescribed by the FCC and/or the
Commission. 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 and/or 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 Party. In
such event, the Parties shall expend dilgent efforts to arrve at a written agreement
regarding the appropriate conforming modifications to the Agreement to bring it into
compliance with applicable law. 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 process provided
for in this Agreement.
30. SEVERAILITY
If any provision of this Agreement is held by a court or regulatory agency of competent
jurisdiction to be unenforceable, the rest of the Agreement shall remain in full 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
20
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.
31. NO TIIRD PARTY BENEFICIARIES
This Agreement does not provide any person not a Party, assignee, or successor to this
Agreement, and shall not be construed to provide any such third parties, with any remedy,
claim, liabilty, reimbursement, cause of action, or other privilege in excess of those existing
without reference to this Agreement. Notwthstanding the foregoing, the Parties agree to
give notice to the Commission of any lawsuit or other proceeding that involves or arises
under this Agreement to ensure the Commssion has the opportunity to seek to intervene in
the proceeding on behal of the public interest.l _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _- - -
21
SIGNATURE PAGE
IN WITNSS WHEREOF, each Party hereto has executed this Agreement to be effective August 1,
2004, subject to approval by the Commission in accordance with Section 252 of the Act.
Boise City MSA Limited Partnership
d/b/a Verizon Wireless
By Verizon Wireless (VA W) LLC,
Its General Partner
Idaho RSA No.1 Limited Partnership
d//a Verizon Wireless
By Verizon Wireless (VA W) LLC,
Its General Partner
Idaho RSA No.2 Limited Partership
d/b/a Verizon Wireless
By Verizon Wireless (VA W) LLC,
Its General Partner
Idaho RSA No.3 Limited Partership
d/b/a Verizon Wireless
By Verizon Wireless (VA W) LLC,
Its General Partner
Verizon Wireless (VA W) LLC,
d/b/a Verizon Wireless
CommNet Cellular License Holding LLC,
d/b/a Verion Wireless
By Cellular Inc. Financial Corporation
Its Sole Member
Idaho 6 - Clark Limited Partnership
d/b/a Verizon Wireless
By: CommNet Cellular, Inc.
Its General Partner
CenturyTel of the Gem State, Inc.
CenturyTel of Idaho, Inc.
By:By:
Name: Robert F. Swaine Name:Guy Miler
Title:Area Vice President - Network Title: Divisional VP - Carrer Relations
Date: 8-11-04 Date: 8-18-04
22
AITACHMENT I - RATES AND FAClORS
1 INERCONNECTION FACILITY RATES
Direct Connection CenturyTel Interstate Special Access Tariff
VZW wil request network interconnection by submitting an Access Service Request ("ASR") for
each Central Office at the time a direct connection is to be established.
2. LOCAL NETWORK USAGE RATES
A.Transport and Termination Rate
TandemÆnd Office Rate MOU:$.018
This rate is reciprocal and symmetrical for Local Traffic exchanged between CenturyTel and VZW
and applies for all Local Traffic MOUs exchanged associated with a CenturyTel End Office.
B.Transiting Rate
Rate applied per MOU:$.00852
This rate applies to all Local Traffic MOUs exchanged between VZW and an End Office of a non-
CenturyTel Local provider through facilities of CenturyTel.
3. TRAFIC FACTORS
A. Traffic Factors:
30% Land to Mobile Traffic Factor
70% Mobile to Lad Traffic Factor:
100% Total 2-way Usage
The 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 Traffic exchanged between the Parties. For
example, a Mobile to Land Traffc Factor of 70% would mean that, of total 2-way Local Traffic
MOUs exchanged between CenturyTel and VZW, 70% onginated from a VZW wireless end user
customer and terminated to a CenturyTel end user customer. These factors are used to apportion flat
rated Direct Interconnection Facilities between the Parties and may be used where needed as a biling
surrogate for Local Network Usage. These factors are subject to change based upon mutually
accepted traffic data as provided in Section 5.2. If factors are not updated semi-annually, the Parties
shall use the last previously established factors. Either measurement that is available (land-to-mobile
or mobile-to-Iand) may be used to calculate the Local Network Usage. The measurement that is
available wil be dividied by the percentage it represents (mobile-to-land by 70% and land-to-mobile
by 30%) to arrive at a quotient representing the total of 100%. The originallactual measurement
available wil then be subtracted from the quotient to arnve at the Local Network Usage that cannot
be measured. If the Parties are using factors they may mutually agree to have CenturyTel net the bil
(bil the mobile-to-land less the land-to-mobile) or Verizon Wireless may use the bil it receives from
CenturyTel to calculate its bil to CenturyTel, in which case the Verizon Wireless bil wil lag the
CenturyTel bil by 30 days.
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B.PLU:100%
The Percent Local Usage (PLU) Factor describes the portion of Local Traffic exchanged between the
Parties that is Local Traffic. This factor applies to both originating and terminating MODs.
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ATIACHMENT II - AFFILIATES AN CENTRYTEL LOCAL CALLING AREA
CenturyTel
CenturyTel of the Gem State, Inc.
CenturyTel of Idaho, Inc.
OCN 4437
OCN2225
vzw
Verion Wireless OCN6565
CURRNT LOCAL CALLING ARA
Verizon Wireless Rate Centers
Emmett (208) 369
CenturyTel NPA/XXs
Bruneau (208) 845
Grandview (208) 834Grasmere-Riddle (208) 759
Bruneau (208) 845
Grandview (208) 834
Grasmere-Riddle (208) 759
Bruneau (208) 845Grandview(208) 834Grasmere-Riddle (208) 759
Bruneau (208) 845
Grandview (208) 834Grasmere-Riddle (208) 759
Bruneau (208) 845
Grandview (208) 834Grasmere-Riddle (208) 759
Richfield (208) 487
Boise (208) 484, 830, 859,
860, 861, 866, 869
Meridian (208) 631, 870, 871
Mountain Home (208) 590, 591
Nampa (208) 880, 899, 989
Twin Falls (208) 320, 329, 420 5/30/03
421, 490, 961, 969
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