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HomeMy WebLinkAbout20030731Application.pdf4 Triad Center, Suite 200 Salt Lake City, UT 84180 : -' ~ '\Jj:'n j"'i t "I 'l Co ;;:1\ j;": Il- c. "'- L::-! ~M 9: 311Ufi3 JUL 3 \ communications ~,..,.= UT\L\1\ES S ~OMM\SS\ONCITIZENS July 30, 2003 Mrs. Jean Jewell Commission Secretary IDAHO PUBLIC UTILITIES COMMISSION 472 West Washington Street Boise, ID 83720 OIC- r--dJ~(Jr RE:Interconnection and Traffic Interchange Agreement between Citizens Telecommunications Company ofIdaho and Edge Wireless, LLC Dear Mrs. Jewell: Citizens Telecommunications Company ofIdaho ("CTC-Idaho ) hereby submits for approval by the Idaho Public Utilities Commission ("Commission ) the enclosed "Interconnection and Traffic Interchange Agreement for Cellular and Other 2- Way Mobile Radio Services" dated May 2003 (the "Agreement"), which provides for Edge Wireless, LLC to interconnect with CTC- Idaho. This Agreement was reached through voluntary negotiations without resort to mediation or arbitration and is submitted for approval pursuant to Section 252 (e) of the Communications Act of 1934, as amended by the Telecommunications Act of 1996 ("the Act") and the requirements ofIdaho Administrative Code, 31.42., Rule 408. Section 252(e)(2) of the Act directs that a state Commission may reject an agreement reached through voluntary negotiations only if the commission finds that (1)the agreement (or portion thereof) discriminates against a telecommunications carrier not a party to the agreement; or the implementation of such agreement or portion is not consistent with the public interest, convenience and necessity. (2) CTC-Idaho respectfully submits that the Agreement provides no basis for either of these findings and, thus, requests that the Commission approve the Agreement expeditiously. First, the Agreement does not discriminate against any other telecommunications carrier because CTC- Idaho has made the terms of the Agreement available to other carriers. Second, the Agreement is consistent with the public interest as identified in the pro-competitive policies of the State of Idaho, the Commission, the U.S. Congress and the Federal Communications Commission. The Agreement will enable Edge Wireless, LLC to provide service to, and interconnect with, a greater number of telecommunications customers in Idaho. Expeditious approval of this Agreement will facilitate immediate competition in the telecommunications market. Page 1 of 2 CTC-Idaho further requests that the Commission approve this Agreement without a hearing and without allowing the intervention of other parties. Because this Agreement was reached through voluntary negotiations, it does not raise issues requiring a hearing and does not concern other parties not a part of the negotiations. Expeditious approval would further the public interest. Enclosed are an original and seven copies ofthis filing. Also included is a copy of this letter. Please return the copy of this letter, date-stamped in the enclosed postage-paid envelope. If you have any questions regarding this matter, please contact me at 801-924-6357 (voice), 801- 924-6363 (fax) or ltadeCfYczn.com (e-mail). Sincerely, '-:/-- Lance A. Tade Manager - State Government Affairs Frontier, A Citizens Communications Company 4 Triad Center, Suite 200 Salt Lake City, UT 84180 cc:Jenny Smith, w/o Attachments Page 2 of2 !y::;- (' ;:- f\ I L 1\:"',,'._, V'L.CTJ Agreement Number: 00-EWID- ::" ! r:-n , ,,-"- ', ..J .,, 2003 JUL 3 I M1 9: 37 :,. .. .:... ,- !Lj .-r. ' '. '~'~ c.:':' L,.Uf'l:-"L~JiUi'1 c1c tJ 3- CJ f INTERCONNECTION AND TRAFFIC*INTERCHANGE AGREEMENT FOR CELLULAR AND OTHER 2-WAY MOBILE RADIO SERVICES Between Citizens Telecommunications Company of Idaho and Edge Wireless , LLC DATED: May 27,2003 Edge Wireless 10 final 052803,doc Version: 2- Page i Agreement Number: 00-EWID- INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT CELLULAR AND OTHER 2-WAY MOBILE RADIO SERVICES TABLE OF CONTENTS SECTION 1, SECTION 2, SECTION 3, SECTION 4. SECTION 5, SECTION 6. SECTION 7. SECTION 8. SECTION 9, SECTION 10, SECTION 11. SECTION 12, SECTION 13, SECTION 14. SECTION 15, SECTION 16, SECTION 17. SECTION 18, SECTION 19, SECTION 20, SECTION 21, SECTION 22. SECTION 23, SECTION 24. SECTION 25, SECTION 26 SECTION 27, SECTION 28 SECTION 29 DEFINITIONS INTERCONNECTION USE OF FACILITIES AND SERVICES CHARGES FOR FACILITIES AND ARRANGEMENTS ALLOWANCE FOR INTERRUPTIONS AUDIT TERM AND TERMINATION OF AGREEMENT CONFIDENTIALITY AND PUBLICITY LIABILITY AND INDEMNITY INTELLECTUAL PROPERTY DISCLAIMER OF WARRANTIES RECORD RETENTION AMENDMENTS; WAIVERS NOTICES AND DEMANDS ASSIGNMENT ESCALATION DISPUTE RESOLUTION AND MEDIATION ENTIRE AGREEMENT GOVERNING LAW EXECUTED IN COUNTERPARTS HEADINGS FORCE MAJEURE REGULATORY APPROVALS SEVERABILITY CONDITIONS TO INDEMNIFICATION NO JOINT VENTURE REMEDIES TIME OF ESSENCE PRONOUNS FURTHER ASSURANCES ATTACHMENT 1 - CONTACT LIST SERVICE ATTACHMENT - INDIRECT Paqe Agreement Number: 00-EWID- INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT CELLULAR AND OTHER 2-WAY MOBILE RADIO SERVICES THIS AGREEMENT is made this 27th day of May, 2003 by and between Citizens Telecommunications Company of Idaho, a Delaware corporation, with offices at 180 S. Clinton , Rochester, NY 14646 (referred to as "Citizens ), and Edge Wireless , LLC , a Oregon limited liability company, (as defined hereunder) with its office at 600 S,W, Columbia, Suite 7200, Bend , OR 97702, collectively referred to as the "Carrier Carrier and Citizens may also be referred to herein collectively as the "Parties" and singularly as a "Party". WITNESSETH: Citizens is an authorized telecommunications carrier engaged in providing 2-way telecommunications service in the state identified in the Attachment(s); and Carrier is an authorized telecommunications carrier by radio engaged in providing mobile radio telecommunications service in the state identified in the Attachment(s); and Citizens and Carrier desire to interconnect their facilities and interchange traffic for the provision of telecommunications service pursuant to 47 U.C. Section 251 (a) (2); In consideration of their mutual agreements , Citizens and Carrier agree as follows: SECTION 1. DEFINITIONS For purposes of this Agreement, the following definitions will apply: ACCESS TANDEM -- Citizens' switching system that provides a traffic concentration and distribution function for traffic originating from or terminating to end offices in the access area, AUTOMATIC NUMBER IDENTIFICATION ("ANI") -- The automatic identification of the calling station, AUTHORIZED SERVICES -- Those mobile radio services which the Carrier now or hereafter provides to its end users on an interconnected basis. CARRIER'S PREMISES -- A location designated by the Carrier for the purposes of originating or terminating services provided by Citizens. CARRIER'S SYSTEM -- The communications system of Carrier used to furnish public mobile services, CENTRAL OFFICE PREFIX (NXX Code) -- The first three digits of the seven-digit directory number and associated block of 10 000 numbers for use in accordance with the North American Dialing Plan, CITIZENS' SYSTEM -- The communications network of Citizens. CONNECTING FACILITY -- A means for providing access between Citizens' end office or tandem and the Carrier's Point Of Connection (POC), DEDICATED NXX -- An NXX the Carrier has obtained from the number administrator for dedication to its exclusive use and sole administration. END OFFICE -- The Citizens central office trunking/switching entity where telephone loops are terminated for purposes of interconnection to each other and to the network. Edge Wireless 10 final 052803,doc Version: 2-Page 1 Agreement Number: OO-EWID- LOCAL CALLING AREA -- (1) The applicable Major Trading Area ("MTA") will be used to define the local calling area for all telecommunications traffic originated on the system of Carrier and interchanged with Citizens for delivery in Citizens' exchange areas in the same MTA. (2) Citizens' local calling areas , as defined by state regulatory authorities will be used to define the local calling area for all telecommunications traffic originated on the system of Citizens and interchanged with Carrier. These definitions of "local calling area" will not be deemed to affect the right of either Party to bill its own end- users its own charges for any such call, nor its right to reciprocal compensation, as defined in Section 51,701 of the FCC's Rules, MAJOR TRADING AREA -- The Major Trading Area ("MTA") is defined as the local calling scope for interconnection and is based on the Rand McNally 1992 Commercial Atlas & Marketing Guide, 123rd Edition, at pages 38-, with the exceptions contained in Section 24.202(a) of the Rules of the Federal Communications Commission, MOBILE SWITCHING OFFICE (MSO) -- The Mobile Switching Office used by Carrier in performing originating and terminating functions for calls interchanged between Carrier s customer and the public switched network. LAND-TO-MOBILE DIRECTION -- Calls from land line customers to Carrier s system. Also referred to as land-to-mobile. POINT OF INTERCONNECTION (POI) -- Point of Interconnection means the physicallocation(s) at which the Parties' networks meet for the purpose of establishing interconnection. SERVICE AREA -- Service Area is defined as the geographic area in which Carrier is authorized by the FCC to provide services. MOBILE-TO-LAND DIRECTION -- Calls from Carrier s premises to land line customers. Also referred to as mobile-to-Iand, TOLL BILLING EXCEPTION (TBE) -- A service which restricts operator assisted (0-, 0+) land-to-mobile calls from being sent on a collect (charged to mobile line) basis. TYPE 2A INTERCONNECTION -- The connection between Carrier s System and a Citizens access tandem switch, Type 2A interconnection provides connectivity to all Citizens' end offices subtending the tandem, TYPE 2B INTERCONNECTION -- A high-usage connection between Carrier s system and a Citizens' end office subtending a Citizens' tandem, A Type 2B interconnection is an interconnection between the Wireless MTSO and the ILEC's End Office only, Citizens will not complete any call to customers not served by the specified Citizens End Office in the attached Service Attachment for Type 2B and will not originate any calls from customers not served by the Citizens End Office. WIRELESS PROVIDER -- Telecommunications common carrier authorized by the Federal Communications Commission (FCC) under FCC rules Part 22 (47 CFR Part 22), Part 24 (47 CFR Part 24), and Part 90 (47 CFR Part 90) which utilizes radio as the principal means of connecting its end-user subscribers with the Public Switched Telephone Network, SECTION 2. INTERCONNECTION Subject to the applicable interconnection rules and regulations, Citizens will provide to Carrier upon request, those facilities and arrangements described herein and in the Attachments hereto to establish the physical interconnection and interchange of traffic provided for herein and such other facilities Carrier may require and request for operation of its system. Agreement Number: 00-EWID- All interchanged traffic will be handled only over interconnecting facilities as described herein. The type of interconnections offered under this Agreement are designated as Type 2A, and Type 2B, as defined in Section 1, Local Traffic may be indirectly exchanged and routed through one or more intermediaries for interconnection with the other Party s system and , transit a Tandem switch before reaching Citizens ' End Office or Edge Wireless s MSC, Indirect traffic will be subject to Reciprocal Compensation pursuant to this Agreement. In the event indirect traffic volumes exceed a DS1 level (512 centum call seconds or CCS) when measured at the busy hour at least 15 times per month over a three (3) month period the Parties will establish one or more of the direct interconnections pursuant to this Section 2, If Carrier provides service using an NPA-NXX assigned solely to a rate center where Citizens provides EAS or a Commission approved optional calling plan and Carrier chooses to indirectly interconnect by using the Tandem switching facilities of a third party, each Party shall reciprocally terminate on its network Local Traffic originating from the other Party s network, provided that the Parties have agreed on measurement and/or compensation arrangements. 2.4 Carrier may request activation/addition of new locations under the terms and conditions of this Agreement at any time during the term by submitting a request for interconnection to Citizens Interconnection organization. Citizens will provide an amended Service Attachment to reflect activation or addition of new locations. The Service Attachment will be signed by Citizens' authorized representative and Carrier s authorized representative, affixed to this Agreement, and thereby being made a wholly part and subject to this Agreement. To the extent that any of the Service Attachments may be inconsistent with or in conflict with this Agreement, the Agreement will prevail. Signaling Systems and Administration The Parties will , where Citizens has the capability, interconnect their networks using SS7 signaling associated with all interconnection trunk groups as defined in Telcordia GR-246 "Bell Communications Research Specification of Signaling Systems 7 (SS7) and GR-905 , " Common Channel Signaling Network Interface Specification (CCSNIS) Supporting Interconnection , Message Transfer Part (MTP), and Integrated Services Digital Network (ISDN) User Part (ISUP) "including ISDN User Part ISUP") for trunk signaling and Transaction Capabilities Application Part ("TCAP") for CCS-based features in the interconnection of their networks. For glare resolution , Citizens will have priority on odd trunk group member circuit identification codes, and carrier will have priority on even trunk group member circuit identification codes, unless otherwise mutually agreed. The terms and conditions of this Agreement will prevail over and supersede any other conflicting rates, terms and conditions contained on Carrier s purchase order for services provided under this Agreement. At Carrier s request, Citizens and Carrier will physically interconnect their facilities at Citizens office or another mutually agreed to POI, and interchange traffic originating and/or terminating on Carrier System in connection with Carrier s Authorized Services; such interconnection will be in accordance with the service, operating and facility arrangements set forth hereinafter. Sizing and Structure of Interconnection Facilities The Parties will mutually agree on the appropriate sizing for facilities based on the standards set forth below, The capacity of interconnection facilities provided by each Party will be based on mutual forecasts and sound engineering practice, as mutually agreed to by the Parties. Agreement Number: 00-EWID- The electrical interface at Points of Interconnections (POls) will be DS1 or DS3 as mutually agreed to by the Parties. When a DS3 interface is agreed to by the Parties, Citizens will provide any multiplexing required for DS1 facilities or trunking at their end and Carrier will provide any DS1 multiplexing required for facilities or trunking at their end. Citizens will charge DS3/DS1 multiplexing charges according to Citizens FCC #1 Tariff. Citizens and Carrier will engineer all Traffic Exchange Trunks using a network loss plan conforming to ANSI T1,508-1998 and ANSI T1.508-1998 Supplement A. 9. Where additional equipment is required, such equipment would be obtained, engineered, and installed on the same basis and with the same intervals as any similar growth job for Carriers, or Citizens internal customer demand. Trunk Forecasting 10.1 The Parties will work towards the development of joint forecasting responsibilities for traffic utilization over interconnection trunk groups covered in this contract. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as faCIlities and/or equipment becomes available. Parties will make all reasonable efforts and cooperate in good faith to develop alternative solutions to accommodate orders when facilities are not available, Intercompany forecast information must be provided by the Parties to each other upon reasonable request. Citizens' preference is a semi-annual forecast covering the following 24-month period, Grade of Service 11.1 Each Party will provision their network to provide a P .01 grade of service, 11.2 The characteristics and methods of operation of any circuits, facilities or equipment of either Party connected with the services, facilities or equipment of the other Party 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 11.Each Party will advise the other of any critical nature of the interoperative facilities 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 will use its best efforts to expedite the clearance of trouble, SECTION 3. USE OF FACILITIES AND SERVICES The interconnecting facilities will be used only for the handling of interchanged traffic originating or terminating on Carrier s System in connection with Carrier s Authorized Services. Such facilities may, however, be used for any lawful use. This Agreement is applicable only to Citizens' Local serving areas within Carrier s MTA, Citizens will not be responsible for interconnections or contracts relating to Carrier interconnection with any other LEC. Connecting circuits , facilities and arrangements provided pursuant to this Agreement will not be used , switched or otherwise connected together by Carrier for the provision of through calling from a land line telephone to another land line telephone or from a landline telephone to an Internet Service Provider. The only exception is when Carrier s end-user "call forwards" to a land line telephone, Connecting circuits, facilities and arrangements provided to Carrier by Citizens will not be used knowingly for any purpose or in any manner, directly or indirectly, in violation of law or in aid of any unlawful act or undertaking, Agreement Number: 00-EWID- 3.4 When needed and upon request by Carrier, special construction will be undertaken in accordance with the applicable Citizens tariff or as mutually negotiated by the Parties. Any other provision of this Agreement notwithstanding, Citizens will recognize, deliver traffic to accept traffic from, and otherwise honor the validity of any NXX assigned to Carrier by a third party in accordance with 47 USC Section 251 (e) (or related FCC or state number administration rules), Network Harm Neither Party will use any service related to or use any of the services provided in this Agreement in any manner that interferes with third parties in the use of their service, prevents third parties from using their service, impairs the quality of service to other carriers or to either Party s Customers; causes electrical hazards to either Party s personnel, damage to either Party's equipment or malfunction of either Party s billing equipment (individually and collectively, "Network Harm ), If a Network Harm will occur or if a Party reasonably determines that a Network Harm is imminent, such Party will, where practicable, notify the other Party that temporary discontinuance or refusal of service may be required; provided , however, wherever prior notice is not practicable, such Party may temporarily discontinue or refuse service forthwith, if such action is reasonable under the circumstances. In case of such temporary discontinuance or refusal , such Party will: (a) (b) Promptly notify the other Party of such temporary discontinuance or refusal; Afford the other Party the opportunity to correct the situation which gave rise to such temporary discontinuance or refusal; and (c)Inform the other Party of its right to bring a complaint to the Commission or FCC. Citizens and Carrier each may make reasonable tests and inspections of its facilities and may, upon notice and coordination with the other, temporarily interrupt the facilities being tested or inspected so long as impairment or restriction of the operation of facilities is minimized, When cooperative testing is requested by either Party, such testing will be done in accordance with this Section 3, The characteristics and methods of operation of any circuits, facilities or equipment of either Party connected with the services , facilities or equipment of the other Party pursuant to this Agreement will not interfere with or impair service over any facilities of either Party, its Affiliates, or its connecting and concurring carriers involved in its services, cause damage to their plant, invade the privacy of any communications carried over either Party's facilities or create hazards to the employees of any of them or to the public. Carrier will be solely responsible, at its expense, for the overall design of its services and for any redesigning or rearrangement of its services which may be required because of changes in facilities operations or procedures of Citizens , minimum network protection criteria, operating or maintenance characteristics of the facilities, 10 Mobile customers of Carrier will be instructed to report all cases of trouble to Carrier. In order to facilitate trouble reporting and to coordinate the repair of service provided to Carrier by Citizens under this Agreement , " Citizens 24-Hour Repair Center" will provide 24-hour trouble reporting for Carrier. 10,1 Where new facilities, services and arrangements are installed , Citizens, via the NOC, will ensure that continuity has been established and that appropriate transmission measurements have been made before advising Carrier that the new circuit is ready for service. 10.Citizens will furnish a trouble reporting telephone number for the designated NOC. See Attachment 1. This number will give Carrier access to the location where its facility records are normally located and where current status reports on any trouble reports are readily available, Alternative out-of- Agreement Number: 00-EWID- hours procedures will be established to ensure access by Carrier to a location which is staffed and has the authority to initiate corrective action, 10,Before Carrier reports a trouble condition , it will use its commercially reasonable efforts to isolate the trouble to Citizens' facilities. 10.4 In cases where a trouble condition adversely affects Carrier s service, Citizens will give Carrier the same priority extended to other telephone companies. 10.Citizens and Carrier will cooperate in isolating the trouble. SECTION 4. CHARGES FOR FACILITIES AND ARRANGEMENTS Reciprocal Termination Charqes This form of reciprocal termination charging is a usage- sensitive in which each party assesses the other usage-sensitive charges for the termination of traffic on each other s system. The Service Attachment to this Agreement reflects the selection by the Parties, Reciprocal Transport Charqes. Each Party is solely responsible for the provision of transport facilities necessary for the carriage of interchanged traffic between the Point of Interconnection and points within its own network and for all costs of delivering traffic to the Point of Interconnection; provided, however, that Citizens shall have no responsibility for delivering traffic to a Point of Interconnection located at any point outside of a Citizens local exchange area or beyond the boundary. Reciprocal Termination Charqes,Reciprocal Termination Charges are assessed on a per minute basis, 4.4 Each Party agrees to pay the other Party all undisputed charges specified on the Service Attachment within thirty (30) calendar days of the bill date as printed on the face of the bill offset by reciprocal compensation charges owed to it by said other Party. If the entire amount billed (excluding any amount disputed by a Party) is not received by the other Party in immediately available funds within thirty (30) calendar days of the bill date (as printed on the face of the bill), a late payment charge will be applied to the unpaid balance, The charge is applied to a total unpaid amount carried forward and is included in the total amount due on the bill. The rate for the late payment charge will be the same as found in Citizens FCC #1 Tariff, Each Party will charge and collect from the other Party appropriate federal, state and local taxes, Where a Party notifies the other Party and provides appropriate documentation that such Party qualifies for partial or full exemption , then the billing Party will not collect such taxes from the other Party. In the absence of an agreement between Carrier, Citizens and other local exchange carriers in the MTA in which Carrier s System is located , Citizens has no obligation to deliver calls in the MOBILE-TO- LAND DIRECTION to points in the MTA in which Carrier's System is located that are beyond Citizens local exchange areas, at rates set forth in the Service Attachment(s) to this Agreement. Billing by either Party for calls to be terminated on its own network will begin at trunk seizure and will end at time of call disconnect. Minutes of use, or fractions thereof, are accumulated over the billing period. Fractions of minutes are rounded up monthly to the nearest whole minute for total minutes for each end office for billing purposes, For the purpose of this Agreement, the Parties , when the necessary facilities are deployed, agree Agreement Number: 00-EWID- to utilize industry standard technical arrangements enabling each Party to provide the other Party with all electronic signaling data necessary to bill terminating traffic, including but not limited to ANI. When the Parties have directly interconnected their facilities , or when traffic between the Parties is terminated indirectly, either Party may utilize its own systems or the records from a third party, including Edge Wireless, to calculate traffic terminated to its network. In the event either Party is unable to determine the amount of mobile-to-Iand or land-to-mobile traffic terminated in a specific End Office(s) or Tandem , the Parties agree to apply a traffic factor to the volume of land-to-mobile traffic Edge Wireless terminates from Citizens to calculate the mobile-to-Iand traffic Citizens terminates from Edge Wireless. 10.1 Edge Wireless shall assume 70% ownership of the traffic exchanged between the Parties and Citizens shall assume 30% ownership of the traffic exchanged between the Parties as referenced in , and adjusted pursuant to, Section 4 of the Service Attachment to this agreement. SECTION 5. ALLOWANCE FOR INTERRUPTIONS When use of the facilities furnished by either Party to the other Party in accordance with this Agreement is interrupted due to trouble in such facilities and such interruption is not caused by the interrupted Party, any contractor or supplier of the interrupted Party or its customer, the interrupted Party will , upon request, be allowed a credit as follows: The amount of credit to Carrier will be an amount equal to the pro rata monthly charge for the period during which the facility affected by the interruption is out of service, Claims for reimbursement will be made in writing within sixty (60) calendar days of the occurrence, All credit for interruption will begin from the time of actual notice by the interrupted Party to the other Party, in accordance with Section 14 following, that an interruption of use has occurred. No credit will be allowed for an amount of less than five dollars ($5), 5.4 A credit will not be applicable for any period during which the interrupted Party fails to afford access to the facilities furnished by the other Party for the purpose of investigating and clearing troubles. SECTION 6. AUDIT Either Party may, upon written notice to the other Party, conduct an audit, during normal business hours only on the source data/documents as they may contain information bearing upon the services being provided under the terms and conditions of this Agreement. An audit may be conducted no more frequently than once per 12-month period, and only to verify the other Party s compliance with provisions of this Agreement. The notice requesting an audit must identify the date upon which it is requested to commence, the estimated duration, the materials to be reviewed, and the number of individuals who will be performing the audit. Each audit will be conducted expeditiously. Any audit is to be performed as follows: (i) following at least 45 days prior written notice to the audited Party; (ii) subject to the reasonable scheduling requirements, during ordinary business hours , and limitations of the audited Party; (iii) at the auditing Party s sole cost and expense; (iv) of a reasonable scope and duration; (v) in a manner so as not to interfere with the audited Party s business operations, Any other provision of this Section 6 notwithstanding, each Party shall have the right to audit only such data and records as are available in (or reproducible on) paper or other tangible (non-electronic) medium , and neither Party may have access to the other Party s electronic records without the other s prior written consent. SECTION 7. TERM AND TERMINATION OF AGREEMENT This Agreement will become effective upon the first business day following the date this Agreement has been approved by the applicable regulatory authority or authorities and will continue for a Agreement Number: 00-EWID- period of one (1) year unless terminated earlier under the conditions set forth in this Section. This Agreement will be automatically renewed for successive periods of one (1) year after the initial term unless either Party provides the other Party with no less than ninety (90) day s prior, written notification of in the case of Citizens, its intent to ,terminate this Agreement, or, in the case of either Party, its desire to renegotiate at the end of the initial or any successive period. During any such renegotiation, the rates terms and conditions of this Agreement will remain in effect until the effective date of the renegotiated agreement. The date when the facilities and arrangements furnished under this Agreement will be placed into service will be mutually agreed upon by the Parties , subject to applicable state regulatory approvals. If service is not established by such date, or in the event Carrier ceases to engage in the business of providing public land mobile radio service, either Party may terminate this Agreement on thirty (30) calendar days notice subject, however, to payment for facilities or arrangements provided or for costs incurred. Citizens will consult with Carrier prior to termination by Citizens. This Agreement will immediately terminate upon the suspension , revocation or termination by other means of either Party's authority to provide communications services over its System. 7.4 This Agreement may be terminated at any time by either Party upon not less than thirty (30) calendar days notice, providing an opportunity to cure, to the other Party as set forth in Section 14 following, for material breach or failure to pay the other Party all undisputed charges on the dates or at the times specified in the applicable invoice for the facilities and services fumished pursuant to this Agreement. If a dispute arises between the Parties as to the proper charges for the facilities or arrangements furnished, or any other financial arrangements, the failure to pay an amount in dispute will not constitute cause for termination of this Agreement provided that a bond or escrow account (or other security arrangement reasonably acceptable to both Parties) is made for the security of the amount in dispute. The continuation of such dispute will not be deemed cause for Citizens to refuse to furnish additional facilities or arrangements upon reasonable request of Carrier or otherwise relieve the Parties of their obligation to fully comply with the provisions hereof as to which no dispute exists, provided financial security for payment of the amount in dispute has been made as stated above, Any dispute arising as to the security arrangement under this Section 7,5 will be subject to the dispute resolution provisions of Section 16 below. Notwithstanding any other provisions of this Agreement, this Agreement may be terminated at any time as mutually agreed by the Parties. SECTION 8. CONFIDENTIALITY AND PUBLICITY All proprietary or confidential information ("Proprietary Information ) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms of this Section 8. As used in this Agreement, the term "Proprietary Information" will mean written , recorded machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e, g" " Citizens Proprietary", Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure, The writing will also state the place , date and person(s) to whom disclosure was made. Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials, Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Agreement Number: 00-EWID- Information of the other Party provided that: (i) each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance and such degree of care will be reasonably calculated to prevent such inadvertent disclosure; (ii) it limits access to such Proprietary Information to its employees, attorneys and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and (iii) upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure. 8.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which: (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or (ii) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or (iii) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or (iv) is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or is approved for release by written authorization of the disclosing Party; or (v) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law. Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other. Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied , under any patent, copyright or trademark, now or hereafter owned, obtained controlled, or which is or may be licensable by the other Party. Except for public filings, litigation , or other administrative or judicial proceedings arising from or related to the Agreement, all publicity regarding this Agreement and its Attachments is subject to the Parties' prior written consent. Unless otherwise agreed upon, neither Party will publish or use the other Party s name, language pictures, or symbols from which the other Party s name may be reasonably inferred or implied in any advertising, promotion , or any other publicity matter relating directly or indirectly to this Agreement. SECTION 9. LIABILITY AND INDEMNITY Agreement Number: 00-EWID- Neither Party will be liable for any act or omission of the other Party in the furnishing of that Party' service to its customers. To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which is proximately caused by the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents or contractors in connection with the performance of this Agreement. Such indemnity only extends to the comparative degree of negligence attributable to the indemnifying Party, as determined by state law negligence standards. To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to premises or equipment of Carrier resulting from the installation or removal of facilities, services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents. 9.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be subrogated to Citzens right to recover for the damages to the extent of such payment. Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party s premises attributable to the reimbursing Party s actions (or to that of its agents or employees), except to the extent that such loss is due to the other Party s comparative negligence, The Parties will cooperate with each other in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation , Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications. Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 9 arising out of a single incident, where the amount in controversy is less than one hundred dollars ($100,00). SECTION 10. INTELLECTUAL PROPERTY 10.Citizens and Carrier will each defend, indemnify, hold harmless the other Party and/or acquire any license or right for the benefit of the other Party, arising from any claim demand or proceeding (hereinafter "Claim ) by any third party alleging or asserting that the use of any circuit, apparatus, or system, or other facilities, or the use of any software, or the performance of any service or method, or the provision or use of any facilities by either Citizens or Carrier under this Agreement constitutes direct or contributory infringement, or misuse or misappropriation of any patent, copyright, trademark, trade secret or any other proprietary or intellectual property right of any third party, Each Party s indemnification obligation will be to the extent of infringement by the indemnifying Party 10,Nothing in this Agreement will be construed as the grant of a license by, or the creation of an estoppel against, Citizens, either express or implied , with respect to any patent, copyright, trademark trade secret or any other proprietary or intellectual property right now or hereafter owned, controlled or licensable by Citizens, except to the extent necessary for Carrier to use any facilities or equipment (including software) or to receive any service provided by Citizens under this Agreement. SECTION 11. DISCLAIMER OF WARRANTIES 11,NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING Agreement Number: 00-EWID- WITHOUT LIMITATION THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS), THE PARTIES AGREE THAT CITIZENS HAS NOT MADE, AND THAT THERE EXISTS, NO WARRANTY EXPRESS OR IMPLIED, THAT THE USE BY CARRIER OF FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED BY CITIZENS UNDER THIS AGREEMENT WILL NOT GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY. 11.CITIZENS WILL PROVIDE INTERCONNECTION TO CARRIER OF A QUALITY AND IN A DILIGENT MANNER CONSISTENT WITH SERVICE CITIZENS PROVIDES TO ITS CUSTOMERS AND OTHER INTERCONNECTORS, IN ACCORDANCE WITH APPLICABLE TECHNICAL STANDARDS FOR INTERCONNECTION SERVICES ESTABLISHED IN THE TELECOMMUNICATIONS INDUSTRY, CITIZENS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 11.It is the express intent of the Parties that each Party be solely responsible for all claims of its end- users , including, without limitation , any credits or adjustments that may be issued or required to be issued to its end-users, except to the extent such claims are found to be caused by the other Party s gross negligence or willful misconduct. 11 .4 Except for allowance of interruptions as set forth in Section 5, in no event will either Party be liable to the other Party for incidental, special , or consequential damages, loss of goodwill, anticipated profit, or other claims for indirect or special damages in any manner related to this Agreement or the services even if such Party was advised of the possibility of such damages, and whether or not such damages were foreseeable or not at the time this Agreement was executed. SECTION 12. RECORD RETENTION 12,All data associated with the provision and receipt of Service(s) pursuant to this Agreement will be maintained for the greater of: (i)the retention time required by law for maintaining Federal, State, and Local tax information; (ii)the retention time required by law or regulation in order to substantiate or reconstruct an End-User invoice; and (iii)the retention time currently used by Citizens for its billing information or Carrier for its own billing information, in compliance with legal or regulatory requirements; or (iv)the retention time as agreed to by both Parties in writing, 12.Either Party will , upon reasonable request, furnish copies or otherwise make available to the other Party its licenses and other federal and, if applicable , state regulatory authorizations. SECTION 13. AMENDMENTS; WAIVERS 13.This Agreement may be amended only by written agreement signed by authorized representatives of both Parties, 13,No waiver of any provisions of this Agreement and no consent to any default under this Agreement will be effective unless the same is in writing and signed by or on behalf of the Party against whom such waiver or consent is claimed. Agreement Number: 00-EWID- 13.No course of dealing or failure of either Party to strictly enforce any term, covenant or condition of this Agreement in anyone or more instances will be construed as a waiver or relinquishment of any such terms, covenants or conditions, but the same will be and will remain in full force and effect. SECTION 14. NOTICES AND DEMANDS 14,All notices, demands or requests which may be given by any Party to the other Party under this Agreement (other than Trouble reports and Notice of Interruption pursuant to Sections 3 and 5) are to be in writing (or made electronically, followed by written confirmation thereof) and will be deemed to have been duly delivered on the date delivered in person or on the date received in writing if sent via telex telefax, e-mail or cable, or three (3) business days after the date deposited, postage prepaid, in the United States Mail via certified mail return receipt requested , or the day after delivery to an overnight courier and addressed as follows: For Carrier. Edge Wireless, LLC Attn: Angel Hawman 600 S,W. Columbia , Suite 7200 Bend , OR 97702 Telephone: (541) 312-5405 Fax: (541) 312-5870 and to Citizens , addressed as follows: Citizens Communications Attn: Director - Carrier Services 180 S, Clinton Rochester, NY 14646 Telephone: (585) 777-7124 Fax: (585)424-1196 With copy to: Kevin Keillor, General Counsel 600 S.W. Columbia, Suite 7200 Bend , OR 97702 Telephone: (541) 312-5430 Fax: (541) 312-5868 Any Invoices should be sent to: Citizens Communications Attn: Access Validation 14450 Burnsville Drive Burnsville, MN 55306 14.If personal delivery is selected as the method of giving notice under this Section, a receipt of such delivery will be obtained, 14,The address to which such notices, demands, requests, elections or other communications may be given by either Party may be changed by written notice given by such Party to other Party pursuant to this Section. SECTION 15. ASSIGNMENT Any assignment by either Party of any right, obligation or duty, in whole or in part, or of any other interest without the written consent of the other Party will be void, except either Party may assign all or part of its rights and obligations to any legal entity which is a subsidiary or Affiliate of that Party without consent, but with written notification. For purposes of this Agreement, an "Affiliate" of a Party is any entity directly or indirectly controlling, controlled by, or under common control with said Party, and "control" means the ownership of, or the power to vote the equity securities or comparable interests of, forty percent (40%) or more the controlled entity, Such written consent to assignment to all other entities will not be unreasonably withheld or delayed. All obligations and duties of any Party under this Agreement will be binding on all successors in interest and assigns of such Party and such assignment will not waive any right or remedy available to either Party under law, regulation or this Agreement, including without limitation the right of set-off, Each Party, upon written notice to the other, may from time to time and without additional consideration add any of its future Affiliates as parties to this Agreement and the other Party shall reasonably cooperate in amending this Agreement to effect such an addition; provided, however, such addition is subject to the condition that any such added Affiliate of Citizens be an incumbent local exchange carrier and any such added Affiliate of Carrier be a Wireless Carrier. SECTION 16. DISPUTE RESOLUTION Agreement Number: 00-EWID- Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be resolved by both Parties according to the procedures set forth below. The Parties agree that in the event of a default or any other dispute arising hereunder or in connection herewith, the aggrieved Party shall first discuss the default or dispute with the other Party and seek resolution prior to taking any action before any court or regulator or before authorizing any public statement about or disclosure of the nature of the dispute to any third party, Such conferences shall if necessary be escalated to the vice presidential level for each Party. In the event that the Parties shall be unable to resolve a default or other dispute, the Parties shall then submit the matter to the PSC for non- binding mediation. If mediation by the PSC is unsuccessful , recourse may be had by either Party to the PSC , if it has jurisdiction over the breach or dispute or to an appropriate court having jurisdiction over the Parties, Each Party shall bear the cost of preparing and presenting its case through all phases of thedispute resolution procedure herein described. SECTION 17. ENTIRE AGREEMENT This Agreement, including the preamble and all Attachments hereto , constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, representations, statements, negotiations , understandings , proposals and undertakings with respect to the subject matter hereof. Except as otherwise expressly provided in this Agreement, neither Party is to be bound by any pre-printed terms appearing in the other Party's form documents , tariffs, purchase orders quotations, acknowledgments, invoices, or other instruments. All exhibits referred to in this Agreement are incorporated herein by reference, SECTION 18. GOVERNING LAW This Agreement will be deemed to be a contract made under and will be construed, interpreted and enforced in accordance with the Communications Act of 1934, as amended, and, to the extent federal law is inapplicable, to the laws of the State of interconnection and will be subject to the concurrent jurisdiction of the Federal Communications Commission and the courts, public service commission , and other agencies in that state. SECTION 19. EXECUTED IN COUNTERPARTS This Agreement may be executed in counterparts, each of which is to be an original, but such counterparts will together constitute but one and the same document. SECTION 20. HEADINGS The headings and numbering of Sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Agreement. SECTION 21. FORCE MAJEURE Neither Party will be held liable for any delay or failure in performance of any part of this Agreement from any cause reasonably beyond its control and without its fault or negligence, including, but not limited to, acts of God , acts of civil or military authority, government regulations or orders, embargoes, epidemics war, terrorist acts, riots, insurrections , fires, explosions, earthquakes , nuclear accidents , floods , labor difficulties or strikes, power blackouts , unusually severe weather conditions, inability to secure products or services or other persons or transportation facilities, or acts or omissions of transportation common Agreement Number: 00-EWID- carriers (collectively referred to as "Force Majeure" conditions), The Party whose performance is impaired by such Force Majeure condition will exercise commercially reasonable efforts to mitigate the effects thereof; and neither Party has any obligation to pay for any services disrupted or not provided during the period of such Force Majeure. SECTION 22. REGULATORY APPROVALS 22,Although this Agreement may be executed by both Parties, to the extent that any federal or state statute, order, rule or regulation or any state regulatory agency having competent jurisdiction over one or both Parties to this Agreement will require that this Agreement be approved by such regulatory agency before this Agreement may be effective, this Agreement will not be effective in such state notwithstanding the Parties' signature until the first business day after such approval has been obtained, 22,Each Party agrees to cooperate with each other and with any regulatory agency so that any approval necessary to provide the Service(s) under this Agreement is obtained. During the term of this Agreement, each Party agrees to continue to cooperate with each other and with any regulatory agency so that the benefits of this Agreement may be achieved. SECTION 23. SEVERABILITY In the event that anyone or more of the provisions contained herein , is, for any reason, held to be unenforceable in any respect under law or regulation, the remainder of this Agreement will not be affected thereby and will continue in full force and effect, unless removal of that provision results in a material change to this Agreement. In such a case, the Parties will negotiate in good faith for replacement language. If replacement language cannot be agreed upon , either Party may invoke the dispute resolution procedures of Section 16 foregoing, SECTION 24. CONDITIONS TO INDEMNIFICATION Upon a request for indemnification owed by either party (the "indemnifying Party") to the other (the indemnified Party") under this Agreement, the indemnified Party shall promptly notify the indemnifying Party of any and all threats, written claims, or demands for which indemnification is sought under this Agreement. Each Party shall cooperate fully with the other, and the indemnifying Party shall control such defense and the right to litigate, settle, appeal (provided it pays the cost of any required appeal bond), compromise or otherwise deal with any such claim or resulting judgment; provided further that such settlement, compromise or other resolution of such claim does not result in any liability to the indemnified Party, The indemnified Party shall have the right to retain to undertake its own defense or settlement of any such threat, claim or demand upon written notice to the indemnifying Party, whereupon the indemnifying Party's indemnification obligations with respect to such threat, claim or demand (but not with respect to any other) shall automatically be excused, SECTION 25. NO JOINT VENTURE Nothing herein contained shall be construed as creating a partnership or joint venture by or between the Parties. SECTION 26. REMEDIES Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other remedies available to either Party at law, in equity, or otherwise, SECTION 27. TIME OF ESSENCE Time is of the essence of this Agreement. SECTION 28. PRONOUNS Agreement Number: 00-EWID- Pronouns used herein are to be construed as masculine, feminine, or neuter, and both singular and plural, as the context may require; the term "person" includes an individual , corporation, association, partnership, limited liability company, limited liability partnership, trust, and any other organization; and the term "includes is to be construed as without limitation. SECTION 29. FURTHER ASSURANCES From and after the date of this Agreement, each of the Parties shall, from time to time, at the request of the other Party and without further consideration, do, execute and deliver, cause to be done, executed and delivered , all such further acts , things and instruments as may be reasonably requested or required more effectively to evidence and give effect to the transactions contemplated by this Agreement. The Parties thereto have caused this Interconnection and Traffic Interchange Agreement for Cellular and Other 2-Way Mobile Radio Services to be executed in their behalf on the dates set forth below: ~ c Typed:j)t1h h tt,. t6.5fllh..#-h Title: lits,dl.""iJAtl L. !), Date: $#t..L- 3 ')..()()J ;~ t;z- Typed: J(: rY) ('7 n. I), I)~ (' \zv Co.. (Yj( 0( (~V( lo~ Title: Date: ATTACHMENT 1 CONTACT LIST 24-HOUR REPAIR CENTER - 1-800-565-1619 Edge Wireless 10 final 052803,doc Version: 2- Agreement Number: 00-EWID- Page 1 Agreement Number: 00-EWID- SERVICE ATTACHMENT -INDIRECT Section 1 - Description Carrier OCN:3874 Legal Entities: Edge Wireless, LLC Section 2 - Usage Sensitive Charges Charges for Reciprocal Transport and Termination of Local Traffic Interchanged Between The Parties: NPAINXX: 208-705, 208-317, 208-709, and 208-313 The land-to-mobile originating rate is limited in application to Land-to-Mobile (Originating) calls that originate in the Citizens Local Calling Area at the Point of Interconnection. The mobile-to-Iand terminating rate is limited in application to Mobile-to-Land (Terminating) calls that terminate at a point within a Citizens Exchange Area in Carrier s Service Area. All other traffic is subject to access rates. 2.2 Mobile-to-Land (Terminating) per minute Land-to-Mobile (Customer charges Citizens) per minute Non-MT A ** Indirect Traffic 0112 0112 Access rates apply $0.0112 limited in application to calls originating on Carrier s system within the MTA and terminating at a point in a Citizens exchange area within the MTA applicable to mobile-to-Iand (terminating) calls terminating at a point in a Citizens exchange area but which did not originate on Carrier s system within the MTA. The rates in this Section 2 constitute compensation to the Parties for both the transport and termination of local telecommunications traffic, as defined in Section 51.701 of the FCC's Rules interchanged between them, Section 3 - Network Facilities This Agreement relates to the exchange of Local Traffic between the respective networks of Carrier and Citizens, which uses the tandem switching facilities of a third party for the point of interconnection and where there is no direct connection between Carrier and Citizens, Unless a direct connection is separately negotiated no network facilities between the Parties will be used, It is anticipated that direct interconnection facilities, if established pursuant to Section 2,1 of this Agreement, will be arranged for 2-way operations and will be used to transport both mobile-to-Iand and land- to-mobile traffic, and the cost of that transport will be apportioned between Citizens and the Carrier based on their relative use of the facility. During the first 12 months of this Agreement, Citizens and the Carrier will bill each other based on the Traffic Factors in Section 4 of this Service Attachment. The parties agree to review traffic volumes at a mutually agreeable time and adjust the billing percentages according to the then relative usage, Agreement Number: 00-EWID- Section 4 - Traffic Factors Mobile-to-Land Traffic Factor Land-to-Mobile Traffic Factor 70% 30% During the first 12 months of this Agreement, Citizens and the Carrier will bill each other based on the Traffic Factors in this Section 4. The parties agree to review traffic volumes at a mutually agreeable time and adjust the billing percentages according to the then relative usage.