20050812Application.pdf

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August 10, 2005
Mrs. Jean Jewell
Commission Secretary
IDAHO PUBLIC UTILITIES COMMISSION
472 West Washington Street
Boise, ID 83702
t- -06-03
RE:Interconnection and Traffic interchange Agreement between Citizens Telecommunications
Company of Idaho and Cricket Communications, Inc.
Dear Mrs. Jewell:
Citizens Telecommunications Company of Idaho ("CTC-ldaho ) hereby submits for approval by the
Idaho Public Utilities Commission ("Commission ) the enclosed "Interconnection and Interchange
Agreement" dated may 15 2005 ("Agreement"), which provides for the interconnection of Leap
Wireless/Cricket Communications, Inc. (Cricket) with CTC-ldaho. 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 of Idaho Administrative Code, 31.42., Ru1e 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)
(2)
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.
CTC-ldaho 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
scriminate against any other telecommunications cartier because CTC-ldaho 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 Cricket to provide service to, and
interconnect with, a greater number of telecommunications customers in Idaho. Expeditious approval
this Agreement will facilitate immediate competition in the telecommunications market
CTC-ldaho 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 wou1d further the public interest.
Enclosed are an original and two copies of this filing as specified in IDAPA 31.01.01(061)(01)(c). 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 ingo.henningsen~czn.com (e-mail).
Sincerely,
~~7V
Iilgo Hennings
Manager - State Government Affairs
Frontier, A Citizens Communications Company
4 Triad Center, Suite 200
Salt Lake City, UT 84180
cc:Julie Thompson w/o Attachments
F:f~"CE!VED
F1LED
L~J Agreement Number: OS-CRICKET CTC IDAHO-ODD
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INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT
FOR COMMERCIAL MOBILE RADIO SERVICES
Betwee n
Citizens Telecommunications Company of Idaho
and
Cricket Communications , Inc.
Dated: May 15, 2005
Agreement Number: 05-CRICKET CTC IDAHO-ODD
INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT
COMMERCIAL 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
BilLING & PAYMENTS
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
PRONOUNS
FURTHER ASSURANCES
PaQe
ATTACHMENT 1 - CONTACT LIST
SERVICE ATTACHMENT
Page i
Agreement Number: OS-CRICKET CTC IDAHO-ODD
INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT
COMMERCIAL MOBILE RADIO SERVICES
THIS AGREEMENT is made this 15th day of May, 2005 by and between Citizens Telecommunications
Company of Idaho, a Delaware corporation, with offices at 180 S. Clinton Avenue, Rochester, NY 14646
(referred to as "Frontier ), and Cricket Communications, Inc. a Delaware corporation , having its principal
place of business at 110307 Pacific Center Court, San Diego, CA 92121 , and all of its subsidiaries that
are (i) consolidated with Cricket Communications, Inc. for financial reporting purposes, (ii) licensed by the
Federal Communications Commission to provide wireless radio (hereinafter "CRICKET"); CRICKET and
Frontier may also be referred to herein collectively as the "Parties" and singularly as "Party
WITNESSETH:
Frontier is an authorized telecommunications carrier engaged in providing 2-way Telecommunications
Service in Idaho; and
CRICKET is an authorized telecommunications carrier by radio engaged in providing Commercial Mobile
Radio Service in Idaho; and
Frontier and CRICKET 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, Frontier and CRICKET agree as follows:
SECTION 1. DEFINITIONS
For purposes of this Agreement, the following definitions will apply:
Access Tandem -- Frontier' switching system that provides a traffic concentration and distribution function
for traffic originating from or terminating to End Offices in the access area.
Act -- The Communications Act of 1934 47 U.C. 151 et seq., as amended by the Telecommunications
Act of 1996.
Commercial Mobile Radio Service ("CMRS") -- 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.
Commission - Means the governing state regulatory commission, board or authority of the state in which
this agreement is filed.
End Office -- The Frontier central office trunking/switching entity where telephone loops are terminated for
purposes of interconnection to each other and to the network.
ISP Remand Order - means the FCC's Order on Remand and Report and Order, In the Matter of
Implementation of the Local Competition Provisions of the Telecommunications Act of 1996, Intercarrier
Compensation for ISP Bound Traffic, FCC 01-131 , CC Docket Nos. 96-98 and 99-68 and the regulations
promulgated thereunder.
Land to Mobile - Calls from landline customers to CRICKET's system.
Local Traffic -- means traffic exchanged between Frontier and CRICKET within a local calling area. The
applicable Major Trading Area ("MTA"will be used to define the local calling area for all
telecommunications traffic originated on the system of CRICKET and interchanged with Frontier for
Page 1
Agreement Number:05-CRICKET CTC IDAHO -000
delivery in Frontier' exchange areas in the same MTA. Frontier' 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 Frontier and interchanged with CRICKET. These definitions of "local calling
area" will not be deemed to affect the rights 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 ("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 to Land -- Calls from CRICKET's customers to landline customers. .
Mobile Switching Center ("MSC"
) --
The Mobile Switching Center used by CRICKET in performing
originating and terminating functions for calls interchanged between CRICKET's customer and the Public
Switched Telephone Network.
Point of Interconnection ("POI") -- Point of Interconnection means the physical location(s) at which the
Parties' networks meet for the purpose of establishing interconnection.
Public Switched Telephone Network ("PSTN") -- A telephone network that is available for public use.
Service Area -- Service Area is defined as the geographic area in which CRICKET or Citizen s is
authorized by the FCC to provide services.
Telecommunications Service(s) - Are those services that are defined in the Telecommunications Act of
1996.
Transit Service - Is the delivery of traffic between a Party (Transiting Party) and a third party ILEC, CLEC
or CMRS provider via facilities provided by the other Party (Transited Party) where Telecommunications
Service(s) trunks exist between the Transiting Party and the third party through the Transited Party
tandem or switch. The following traffic types will be delivered where the Transited Party carries such
traffic: (i) Local Traffic or IntraLATA Toll (if applicable) originated from the Transiting Party and delivered
to the third party for termination and (ii) Local Traffic or IntraLATA Toll traffic (if applicable) originated from
the third party and delivered to the Transiting Party for termination.
Type 1 Interconnection ("Type 1") -- The connection between CRICKET's system and a Frontier End
Office. Type 1 Interconnection provide the same access that is available to Frontier end-users
access to Frontier' directory assistance , operator services, 911/E-911 , intra- and interLATA calling,
Service Area Codes (e.800, 900), interexchange carrier codes (e.950, 10XXX), and international
calling. (This is only for states where we currently have existing Type 1 Arrangements with CRICKET)
Type 2A Interconnection ("Type 2A"
) --
The connection between CRICKET's system and a Frontier
Access Tandem switch. Type 2A Interconnection provides connectivity to all Frontier' End Offices
subtending the Access Tandem.
Type 28 Interconnection ("Type 28") -- A Type 28 Interconnection is a high usage connection between
CRICKET's MSC and the Citizen s End Office only. Frontier will not complete any call to customers not
served by the specified Frontier' End Office for Type 28 and will not originate any calls from customers
not served by the Frontier End Office. Type 28 also provides connection between CRICKET's system
and a Frontier' End Office subtending a non Frontier' tandem. Type 28 interconnection must be at a
Frontier Host switch and includes subtending remote switches.
Page 2
Agreement Number:05-GRIGKET GTG IDAHO -000
SECTION 2. INTERCONNECTION
Subject to the applicable FCC rules and regulations, each Party will provide to the other Party,
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 a Party may require and request for operation of its system. This agreement is
limited to the interconnection exchange of traffic in the state of Idaho.
All interchanged traffic will be handled only over interconnecting facilities as described herein.
1. The types of direct interconnections offered under this Agreement will be designated as
Type 1 , Type 2A, and Type 2B , as defined in Section 1.
In the event traffic is exchanged indirectly with CRICKET, either Party s traffic may be transited
through one or more intermediaries for interconnection with the other Party s system before
reaching Frontier s End Office or CRICKET's MSC. Indirect traffic will be subject to Reciprocal
Compensation described in Section 4, Charges for Facilities and Arrangements.
In the event traffic volumes exceed a DS1 level (512 centum call seconds or CCS) when
measured at the busy hour at least fifteen (15) times per month over a three (3) month
period, the Parties will jointly work to establish one or more direct interconnection(s)
pursuant to this Section 2.
If CRICKET provides service using an NPA-NXX assigned solely to a rate center, where
Frontier provides EAS or a Commission approved optional calling plan, and CRICKET
chooses to indirectly interconnect by using the tandem switching facilities of a third party,
each Party shall reciprocally terminate on its network traffic originating from the other
Party s network, provided that the Parties have agreed on measurement and/or
compensation arrangements pursuant to Section 4, Charges for Facilities and
Arrangements.
2.4 CRICKET may request activation/addition of new Points of Interconnection at any technically
feasible point on Frontier network under the terms and conditions of this Agreement at any time
during the term by submitting a Service Request Form to the Interconnection Manager listed in
Section 15, Notices and Demands and by submitting an industry standard Access Service
Request ("ASR") to Frontier ICSC. Frontier will provide an amended Service Attachment to
reflect activation or addition of new Points of Interconnection for each Party s reference. The
Parties agree that they will not amend the Agreement each time a new Service Request Form is
completed.
Signaling Systems and Administration
The Parties will , where Frontier has the capability, interconnect their networks
using SS? signaling associated with all interconnection trunk groups as defined in
Telcordia GR-246 "Bell Communications Research Specification of Signaling Systems ?
SS7") and GR-905 Common Channel Signaling Network Interface Specification
("CCSNIS") Supporting Interconnection , Message Transfer Part ("MTP") , and Integrated
Services Digital Network ("ISDN") including ISDN User Part ("ISUP") for trunk signaling
and Transaction Capabilities Application Part ("TCAP") for CCS-based features in the
interconnection of their networks. The use of SS? signaling allows for measurement of
land to mobile and mobile to land traffic. For glare resolution, Frontier will have priority
on odd trunk group member circuit identification codes, and CRICKET will have priority
on even trunk group member circuit identification codes, unless otherwise mutually
agreed.
Page 3
Agreement Number:05-CRICKET CTC IDAHO -000
The terms and conditions of this Agreement will prevail over and supersede any other conflicting
rates, terms and conditions contained on CRICKET's Access Service Request ("ASR") for
services provided under this Agreement.
At CRICKET's request, Frontier and CRICKET will physically interconnect their facilities at each
other central office MSC or another mutually agreed to POI(s) within Frontier exchange
boundary, and interchange traffic originating and/or terminating on CRICKET's system in
connection with CRICKET'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.
The electrical interface at the POI will be DS1 or DS3 as mutually agreed to by the
Parties. When a DS3 interface is agreed to by the Parties, Frontier will provide any multiplexing
required for DS1 facilities or trunking at their end and CRICKET will provide any DS1 multiplexing
required for facilities or trunking at their end. Frontier will charge DS3/DS1 multiplexing charges
according to Frontier FCC #1 Tariff.
Frontier and CRICKET will engineer all trunks using a network loss plan conforming to ANSI
T1.508-1998 and ANSI T1.508-1998 SupplementA.
10.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 CRICKET's
or Frontier s internal customer demand.
Trunk Forecasting
11.1 The Parties will work towards the development of joint forecasting responsibilities for
traffic utilization over interconnection trunk groups covered in this Agreement. Orders for trunks
that exceed forecasted quantities for forecasted locations will be accommodated as facilities
and/or equipment becomes available. Each Party 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. Frontier preference is a semi-annual forecast covering the following twenty-
four (24) month period.
Grade of Service
12.1 Each Party will provision their network to provide a P.01 grade of service.
12.2 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
12.3 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
Page 4
Agreement Number:05-CRICKET CTC IDAHO -000
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 CRICKET's system in connection with CRICKET's authorized services. Such
facilities may, however, be used in conjunction with either Parties provisioning of transit service
as provided in Section 2.3 of this Agreement. This Agreement is applicable only to Frontier'ss
local serving areas, within CRICKET's MTA, Frontier will not be responsible for interconnections
or contracts relating to CRICKET's 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 CRICKET for the provision of through calling
from a land line telephone to another landline telephone or from a landline telephone to an
Internet Service Provider. The only exception is when CRICKET's end-user "call forwards" to a
land line telephone.
Connecting circuits, facilities and arrangements provided to CRICKET by Frontier 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.
3.4 When needed and upon request by CRICKET, special construction will be undertaken in
accordance with the applicable Frontier Special Access tariff or as mutually negotiated by the
Parties.
Any other provision of this Agreement notwithstanding, Frontier will recognize, deliver traffic to
accept traffic from, and otherwise honor the validity of any NXX assigned to CRICKET 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 either Party s customers; causes electrical hazards
to either Party s personnel, damage to either Party s equipment or malfunction of either Party
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.
Frontier and CRICKET 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 and
specifically with Section 3.10.
Page 5
Agreement Number:05-GRIGKET GTG IDAHO -000
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.
Each Party 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.. The Parties agree to work together to ensure changes in the
network are required and alternatives have been reviewed prior to requesting redesign or
rearrangement of service.
Customers of CRICKET will be instructed to report all cases of trouble to CRICKET. In order to
facilitate trouble reporting and to coordinate the repair of service provided to CRICKET by
Frontier under this Agreement
, "
Frontier 24-Hour Repair Center" will provide 24-hour trouble
reporting for CRICKET. The Repair Center contact information is provided in Attachment 1 of this
Agreement.
10.1 Where new facilities, services and arrangements are installed, Frontier, via the contact
provided on the Firm Order Commitment ("FOC"), will ensure that continuity has been
established and tested and that appropriate transmission measurements have been made before
advising CRICKET that the new circuit is ready for service.
10.Before either Party reports a trouble condition , it will use its commercially reasonable
efforts to isolate the trouble to the other Parties facilities. Either Party will be billed a reasonable
Time & Material charge for a trouble report that is isolated to its own facilities.
10.In cases where a trouble condition adversely affects CRICKET's service, Frontier will
give CRICKET the same priority extended to itself and other telephone companies.
10.4 Frontier and CRICKET will cooperate in isolating the trouble.
Trunking arrangements shall be established as follows:
11.Separate trunk groups for the exchange of Local Traffic.
11.Separate trunk groups to be used solely for the transmission and routing of exchange
access services to enable interexchange carriers to originate and terminate traffic from/to
CRICKET.
11.Separate trunk group to be used solely for the transmission and routing of transit traffic
originating from CRICKET and terminating to a third party.
11.4 Where applicable, separate trunks connecting CRICKET's switch to Frontier E911
routers. If CRICKET purchases such services from Frontier, they will be provided at full
applicable tariff rates. For all 911/E911 traffic originating from CRICKET, it is the responsibility of
CRICKET and the appropriate state or local public safety answering agency to negotiate the
manner in which 911/E911 traffic from CRICKET will be processed.
SECTION 4. CHARGES FOR FACILITIES AND ARRANGEMENTS
Page 6
Agreement Number:05-GRIGKET GTG IDAHO -000
1;""
Reciprocal Compensation Charqes This form of reciprocal compensation is a usage- sensitive
charging method in which each Party will assess the other usage-sensitive charges for the termination of
traffic on each other s system. Reciprocal Compensation Charges are assessed on a per conversation
minute basis (call party answer to call party disconnect).
1 Conversation minutes of use, or fractions thereof, are accumulated over the billing period.
Fractions of conversation minutes are rounded up monthly to the nearest whole minute for total
minutes for each End Office for billing purposes.
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 CRICKET, to calculate traffic terminated to its network. In the event either Party
is unable to determine the amount of Mobile-to-Land or Land-to-Mobile traffic terminated in a
specific End Office(s) or Tandem, the Parties agree to either 1) utilize a three (3) month average
usage, if available, from previous records to bill for reciprocal compensation for traffic terminated
in the applicable End Office(s) or Tandem or 2) apply a traffic factor to the volume of Land-to-
Mobile traffic CRICKET terminates from Frontier to calculate the Mobile-to-Land traffic Frontier
terminates from CRICKET.
a CRICKET shall assume 70% ownership of the traffic exchanged between the
Parties and Frontier shall assume 30% ownership of the traffic exchanged between the
Parties.
In the event the Local Traffic terminated on the Parties' respective networks is de
minimis such that the total minutes for which either Party is entitled to compensation is
less than 15 000 minutes of use for a three (3) month period (or 5 000 minutes of use for
a one (1) month period if Frontier or CRICKET bills monthly), the Parties agree that the
only compensation for such Local Traffic will be in the form of the reciprocal Transport
and Termination services provided by the other Party, and no billings will be issued by
either Party (i.e. Bill and Keep).
Usage Sensitive Charges
Charges for Reciprocal Transport and Termination of Local Traffic Interchanged Between
The Parties:
The Land-to-Mobile originating rate is limited to calls that originate in the Frontier local
calling area. The Mobile-to-Land terminating rate is limited to IntraMTA calls that
terminate at a point within a Frontier Exchange Area in CRICKET's Service Area. All
other traffic is subject to access rates.
Mobile-to-Land per minute
Land-to-Mobile per minute
Transit Rate
Inter-MTA
Indirect Rate for Traffic Termination
011
011
$0.0061854
Access rates apply
$0.011
Reciprocal Transport Charqes. Each Party is solely responsible for the provision of transport
facilities necessary for the carriage of interchanged traffic between its POI and points within its
own network and for all costs of delivering traffic to its POI; provided, however, that Frontier shall
have no responsibility for delivering traffic to a POI located at any point outside of a Frontier local
exchange area as defined by the state regulatory bodies.
4.4 For the purpose of this Agreement, the Parties, when the necessary facilities are deployed, agree
to utilize industry standard technical arrangements including SS7 Signaling as stated in Section
Page 7
Agreement Number:05-GRIGKET GTG IDAHO -000
5 enabling each Party to provide the other Party with all electronic signaling data necessary to
bill terminating traffic, including but not limited to ANI.
4.4.If Frontier is requested to provide facilities between the POI and any CRICKET facilities
at locations within Frontier s Service Area, such facilities will be provided pursuant to the
special access services' provisions of Frontier FCC #1 Tariff. The rates for such facilities
are subject to change during the term of this Agreement. Up to two (2) times per year the
Parties agree to review traffic volumes at a mutually agreeable time and adjust the billing
percentages according to the then relative usage.
4.4.2 Where CRICKET interconnects with Frontier by purchasing facilities from Frontier, and
these facilities are used for two-way traffic, the applicable recurring charges for such
facilities to CRICKET's POI on Frontier s System, may be reduced by the following fixed
percentage. (For example, this situation will occur if the POI for Frontier to CRICKET
traffic is at the boundary of Frontier territory and the POI for CRICKET to Frontier is at the
Frontier s switch.
4.4.a CRICKET shall pay 70% of the recurring and non-recurring two-way
facility and Frontier will be responsible for 30% of the recurring and non-recurring
two-way facility.
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.
The Parties shall act in accordance with the FCC's orders and regulations for inter-carrier
compensation relating to Internet Traffic including the ISP Remand Order. In the event Frontier
elects to exchange ISP-bound Traffic with any local exchange carrier in the State subject to the
interim compensation rates set forth in the ISP Remand Order (or any such lower rates for
Transport and Termination of ISP-bound Traffic or bill-and-keep if ordered by the Commission),
then Frontier agrees to provide written notice to CRICKET of any such election and to comply
with the applicable requirements of the ISP Remand Order.
In the absence of an agreement between CRICKET, Frontier and other local exchange carriers in
the MTA in which CRICKET's system is located , Frontier has no obligation to deliver calls in the
Mobile-To-Land Direction to points in the MTA in which CRICKET's system is located that are
beyond Frontier s local exchange areas, at rates set forth in this Section 4 of this Agreement.
The Parties shall compensate each other for Transit Service as follows:
The Transiting Party, when it originates the traffic, shall pay to the Transited Party a
traffic termination charge as set forth in this Section 4.. Neither Party shall compensate the other
for termination of any transit traffic that is originated by a third party.
SECTION 5.BilLING & PAYMENTS
In consideration of the services provided by Frontier under this Agreement, CRICKET shall pay
the charges set forth in this Agreement and in applicable tariffs. In consideration of the services
provided by CRICKET under this Agreement, Frontier shall pay the charges set forth in this
Agreement and in applicable tariffs. Invoices with charges set forth in this Agreement and in
applicable tariffs shall be sent to:
Page 8
Agreement Number:05-GRIGKET GTG IDAHO -000
To CRICKET:
Cricket Communications, Inc.
Dan Graf, Director of Interconnection
10307 Pacific Center Court
San Diego, CA 92121
Telephone Number: [phone]
Facsimile Number: [phone]
To Frontier:
Frontier, ACitizens Communications Company
Attention: Jeff Wiebers - Access Verification
14500 Burnhaven Dr. Suite 193
Burnsville, MN 55306
Telephone Number: [phone]
A monthly billing statement with a consistent, regular bill date shall be prepared by both Parties
and will reflect the calculation of (i) reciprocal compensation due each Party and (ii) transit
service compensation due Frontier, and (iii) any other tariffed or contracted service due each
Party. All bills dated as set forth above will be due forty-five (45) days after the bill date or by the
next bill date (Le., the same date in the following month as the bill date), whichever is the shortest
interval, except as provided herein , and are payable in immediately available funds. If such
payment date would cause payment to be due on a Saturday, Sunday or legal holiday, payment
for such bills will be due on the last business day preceding the Saturday, Sunday or legal
holiday. If such bills are not received at least twenty (20) days prior to the payment due date,
then the bill(s) shall be considered delayed. When a bill has been delayed , the due date will be
extended by the number of days the bill was delayed , upon request of the receiving Party.
Billing: The Parties agree that disputed and undisputed amounts due under this Agreement shall
be handled as follows:
If any portion of an amount due to a Party (the "Billing Party ) under this
Agreement is subject to a bona fide dispute between the Parties, the Party billed (the "Billed
Party ) shall within thirty (30) days of its receipt of the invoice containing such a disputed amount
give written notice to the Billing Party of the amount it disputes ("Disputed Amounts ) and include
in such notice the specific details and reasons for disputing each item. The Billed Party shall pay,
when due, all undisputed amounts to the Billing Party, and shall include a copy of the dispute with
the payment of the undisputed amount.
In the event that a billing dispute is resolved in favor of the Billed Party, any payment of
the disputed amount withheld pending settlement of the dispute shall not be subject to the late
payment penalty.
Page 9
5.4
Agreement Number:05-CRICKET CTC IDAHO -000
In the event that a billing dispute is resolved in favor of the Billing Party, any payments
withheld pending settlement of the dispute will be subject to the late payment penalty set forth in
3.4 following.
3.4 Undisputed amounts shall be paid when due as set forth in Section 5.2 above. If any
portion of the payment is received by the Billing Party in funds that are not immediately available
to the Billing Party, a late payment penalty shall be due to the Billing Party. The late payment
penalty shall be 1.5% per month or 18% annually, or the maximum allowed by law, whichever is
less.
Both Parties shall use the dispute resolutions procedures as described in Section 17.
In consideration of the services provided under this Agreement, the Parties shall pay the charges
set forth in this Agreement and applicable tariffs. Any service provided, that is not identified in this
Agreement, will be governed by applicable tariffs.
SECTION 6. 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 CRICKET 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 15 following, that an interruption of use has
occurred. No credit will be allowed for an amount of less than five dollars ($5).
6.4 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 7. 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 this Agreement. An audit may be conducted no more frequently
than once per twelve (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 forty five (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 7 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 8. TERM AND TERMINATION OF AGREEMENT
Page 10
Agreement Number:05-GRIGKET GTG IDAHO -000
This Agreement will become effective upon the first business day following the execution by both
Parties and will continue for a 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 Frontier, 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 CRICKET ceases to engage
in the business of providing CMRS, 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. Frontier will consult with CRICKET prior to termination by Frontier.
This Agreement will immediately terminate upon the suspension , revocation or termination by
other means of either Party s authority to provide communications services over either Party
system.
8.4 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
17 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 furnished
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 Frontier to
refuse to furnish additional facilities or arrangements upon reasonable request of CRICKET 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 8.5 will be subject to the dispute resolution provisions of Section 17 below.
Notwithstanding any other provisions of this Agreement, this Agreement may be terminated at
any time as mutually agreed by the Parties.
SECTION 9. 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 9.
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.
, "
Frontier 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
Page 11
Agreement Number:05-GRIGKET GTG IDAHO -000
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 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.
9.4 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.
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Agreement Number:05-GRIGKET GTG IDAHO -000
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, except as authorized in Section 9.7 of this Agreement.
10.
SECTION 10. LIABILITY AND INDEMNITY
10.
10.
10.4
10.
Neither Party will be liable for any act or omission of the other Party in the furnishing of that
Party s 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, the Parties will reimburse each other for damages to
facilities, premises or equipment of either Party that resulted from the negligent or willful acts of
either Party and/or its employees or agents during the installation or removal of facilities, or the
malfunction of facilities or equipment provided by a third party entity. Both Parties agree to
cooperate with each other in the event a claim is prosecuted against a third party that caused
such damage. The rights of the Party that has not been harmed will be subrogated to injured
Party s 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
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.
10.Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section
10 arising out of a single incident, where the amount in controversy is less than one hundred
dollars ($100.00).
SECTION 11. INTEllECTUAL PROPERTY
11.Frontier and CRICKET 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 Frontier or CRICKET 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 indemnification obligation will be to the extent of
infringement by the indemnifying Party
Page 13
11.
Agreement Number:05-GRIGKET GTG IDAHO -000
Nothing in this Agreement will be construed as the grant of a license by, or the creation of an
estoppel against , either Party, 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 either Party, except to the extent necessary for either Party to
use any facilities or equipment (including software) or to receive any service provided by either
Party under this Agreement.
12.
SECTION 12. DISCLAIMER OF WARRANTIES
12.
12.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING
WITHOUT LIMITATION THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS),
THE PARTIES AGREE THAT NEITHER PARTY HAS MADE , AND THAT THERE DOES NOT
EXIST ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY EITHER PARTY OF
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED BY THE OTHER PARTY 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.
FRONTIER WILL PROVIDE INTERCONNECTION TO CRICKET OF A QUALITY AND IN A
DILIGENT MANNER CONSISTENT WITH SERVICE FRONTIER PROVIDES TO ITS
CUSTOMERS AND OTHER INTERCONNECTORS , IN ACCORDANCE WITH APPLICABLE
TECHNICAL STANDARDS FOR INTERCONNECTION SERVICES ESTABLISHED IN THE
TELECOMMUNICATIONS INDUSTRY. FRONTIER MAKES NO OTHER WARRANTY
EXPRESS OR IMPLIED , WITH RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE
PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
It is the express intent of the Parties that each Party be solely responsible for all claims of its
customers, 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.
12.4 Except for allowance of interruptions as set forth in Section 6, 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 13. RECORD RETENTION
13.All data associated with the provision and receipt of service(s) pursuant to this Agreement will be
maintained for the greater of:
(i)
(ii)
the retention time required by law for maintaining federal, state, and local tax information;
the retention time required by law or regulation in order to substantiate or reconstruct a
customer invoice; and
(iii)the retention time currently used by Frontier for its billing information (applying only to
Frontier) or the retention time currently used by CRICKET for its own billing information
(applying only to CRICKET), in compliance with legal or regulatory requirements; or
(iv)the retention time as agreed to by both Parties in writing.
13.Either Party will, upon reasonable request, furnish copies or otherwise make available to the
Page 14
Agreement Number:05-GRIGKET GTG IDAHO -000
other Party its licenses and other federal and, if applicable, state regulatory authorizations.
14.
SECTION 14. AMENDMENTS; WAIVERS
14.
14.
This Agreement may be amended only by written agreement signed by authorized
representatives of both Parties.
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.
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.
15.
SECTION 15. NOTICES AND DEMANDS
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 5 and 6)
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 CRICKET:And to Frontier, addressed as follows:
Cricket Communications, Inc.
Attention: Vice President, Legal
110307 Pacific Center Court
San Diego, CA 92121
Telephone Number: (858) 882 - 6000
Facsimile Number: (858) 882 - 6070
Frontier Communications
Attn: Kim Czak -Director Carrier Services
180 S. Clinton Avenue
Rochester, NY 14646
Telephone: [phone]
Facsimile: [phone]
And to Frontier, addressed as follows:
And:
Cricket Communications, Inc
Attn: Jonathan Sox, Vice President - Legal
10307 Pacific Center Court
San Diego, CA 92121
Telephone Number: [phone]
Facsimile Number: [phone]
Frontier, A Citizens Communications Company
Attn: Chuck Best, VP, Administration and Legal
4400 N E 77th Ave
Vancouver, WA 98662
Telephone: [phone]
Facsimile: [phone]
Frontier Communications
Attn: Julie Thompson
Interconnection Manager - Central Region
14450 Burnhaven Drive
Burnsville, MN 55306
Telephone: [phone]
Facsimile: [phone]
Page 15
Agreement Number:05-CRICKET CTC IDAHO -000
15.If personal delivery is selected as the method of giving notice under this Section, a receipt of
such delivery will be obtained.
15.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 16. 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 (a) any legal entity which is a subsidiary or Affiliate of that
Party or (b) in the event of a merger, reorganization or consolidation by, or sale of all or
substantially all the assets 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, ten percent (10%) or more of
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 Frontier be an incumbent local exchange carrier and any such added Affiliate of
CRICKET be a CMRS Provider.
SECTION 17. ESCALATION DISPUTE RESOLUTION AND MEDIATION
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 Commission for non-binding mediation. If mediation by
the Commission is unsuccessful, recourse may be had by either Party to the Commission, 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
the dispute resolution procedure herein described.
SECTION 18. 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
form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or other
instruments. All Attachments referred to in this Agreement are incorporated herein by reference.
SECTION 19. GOVERNING LAW
Page 16
Agreement Number:05-CRICKET CTC IDAHO -000
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 tothe concurrent jurisdiction of the Federal Communications Commission and the courts
Commission, and other agencies in that state.
SECTION 20. 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 21. 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 22. 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, epidemics, war, terrorist acts , riots, insurrections, fires, explosions, earthquakes
nuclear accidents, floods, 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 carriers that are beyond a Parties control and without its fault or
negligence (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. If either Party asserts the
applicability of this Section , it shall provide reasonable notice under the circumstances to the
other Party of the commencement and ending of the Force Majeure event.
SECTION 23. REGULATORY APPROVALS
23.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.
23.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 24. 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 17 foregoing.
Page 17
Agreement Number:05-GRIGKET GTG IDAHO -000
SECTION 25. 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 26. NO JOINT VENTURE
Nothing herein contained shall be construed as creating a partnership or joint venture by or between
the Parties.
SECTION 27. 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 28. PRONOUNS
Pronouns used herein are to be construed as masculine, feminine, or neutral, 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
Commercial Mobile Radio Services to be executed in their behalf on the dates set forth below:
For Gricket Communications, Inc.
\"
By:
For Citizens Telecommunications Company of
Idaho:
By:aJ \) f1vY)
Type .~ohn Saboe Typed: Richard Burson
Title: Vice President
Date: ~)I 110
Title:SVP Revenue Assurance REP
Date: 1-
\- ~')
Page 18
Agreement Number: OS-CRICKET CTC IDAHO-ODD
ATTACHMENT 1
CONTACT LIST
FRONTIER CONTACTS
1) 24-HOUR REPAIR CENTER - 1-800-565-1619
2) NOC Center -800-722-0288
3) NEW ORDERS ONLY
Specialist, Sales Support, ICSC - 1-888-444-2267
ICSC Fax # - 585-424-1196
CRICKET CONTACTS
CRICKET Repair - 1-800-Cricket
Page
Agreement Number: 05-CRICKET CTC IDAHO -000
SERVICE REQUEST FORM
The following Service Request Form must be completed and submitted to the Interconnection Manager listed in
Section 15, Notices and Demands, prior to submitting an ASR for new activations.
Section 1 - Description
Frontier s interconnection location:
Point of Interconnection (POI):
NPA NXX
CRICKET's interconnection location:
OCN 0822
Point of Interconnection (POI):
NPA NXX
Legal Entities:Cricket Communications, Inc.
Citizens Telecommunications Company of Idaho
Interconnection Type:
Page 1