20060515Application.pdf

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Triad Center, Suite160
Salt Lake City, UT84180
Phone: [phone]
Fax: [phone]
May 11, 2006
Mrs. Jean Jewell
Commission S~retary
IDAHO PUBLIC UTILITIES COMMISSION
472 West Washington Street
Boise, ID 83702
clc-c6-0L-
RE:Interconnection and traffic exchange agreement between Citizens Telecommunications
Company of Idaho and T -Mobile USA, Inc.
Dear Mrs. Jewell:
Citizens Telecommunications Company of Idaho ("CTC-Idaho ) hereby submits for approval by the
Idaho Public Utilities Commission ("Commission ) the enclosed "Interconnection and Traffic Exchange
Agreement" dated October 2 2005 ("Agreement ), which provides for the interconnection ofT-Mobile
USA Inc. 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 of Idaho 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)
(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-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 ofIdaho, the Commission, the U.S. Congress and
the Federal Communications Commission. The Agreement will enable The Local Connection 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.
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 three 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,
t4'- en
Manager - vernment & External Affairs
cc:Julie Thompson, w/o Attachments
Agreement Number: 05-TMOBILE-CTC IDAHO-ODD
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INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT
FOR CELLULAR AND OTHER 2-WAY MOBILE RADIO SERVICES
Between
Citizens Telecommunications Company of Idaho
and
T -Mobile USA, Inc.
Dated: October 2 2005
Agreement Number: 05-TMOBILE-CTC IDAHO-ODD
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
SECTION 30
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
DISPUTE RESOLUTION
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 INTERCONNECTION
SERVICE ATTACHMENT TYPE 2B
Paae
Page 1
Agreement Number: 05-TMOBILE-CTC IDAHO -000
INTERCONNECTION AND TRAFFIC INTERCHANGE AGREEMENT
CELLULAR AND OTHER 2-WAY MOBILE RADIO SERVICES
THIS AGREEMENT is made this 2nd day of October, 2005 by and between Citizens Telecommunications
Company of Idaho, a Delaware corporation , with offices at 180 South Clinton Ave, Rochester, NY 14646(referred to as "Citizens ~, and T-Mobile USA, Inc., a Delaware corporation, (as defined hereunder) withits office at 12920 SE 38 h St., Bellevue, WA 98006, collectively referred to as the "Carrier . Carrier andCitizens 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 radiotelecommunications service in the state identified in the Attachment(s); and
Citizens and Carrier desire to interconnect their facilities and interchange traffic for the provision oftelecommunications 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 distributionfunction 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 orterminating 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.
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Agreement Number: 05- TMOBILE-CTC IDAHO -000
LOCAL TRAFFIC or "lntraMTA Traffic" is that telecommunications traffic, which originates and terminates
within the same MTA as defined in 47 C.R. 9 24.202(a). For purposes of determining whether traffic
originates and terminates within the same MTA, and therefore whether the traffic is local, the location of
the end office serving the land line end user and the location of the cell site that serves the mobile end
user at the beginning of the call shall be used. This definition will not be deemed to affect the rights of
either Party to bill its own end-users its own charges for any such call , to route traffic via a third party, nor
its right to reciprocal compensation as defined in Section 51.701 of the FCC 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 landline 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, within Citizens exchange boundary 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.
SERVING END OFFICE -- The location from which the Carrier designated premise would normally obtain
dial tone from Citizens.
MOBILE-TO-LAND DIRECTION -- Calls from Carrier s premises to landline 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.
TRANSIT SERVICE -. the delivery of certain traffic between Carrier and a third party ILEC, CLEC or
CMRS provider by Citizens over a separate trunk group between Carrier and Citizens where appropriate
trunks exist between Carrier and third party through Citizen s tandem. The following traffic types will be
delivered: (I) Local Traffic originated from Carrier to such third-party and (ii) Local Traffic originated from
such third-party to Citizen s tandem and terminated to Carrier.
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. A Type 2B interconnection is an interconnection between the Wireless MTSO and the ILEC's End
Office only. Type 2B also provide connection between Carrier s system and a Citizens end office
subtending a non - Citizens tandem.
WIRELESS CARRIER -- Telecommunications common carrier authorized by the Federal
Communications Commission (FCC) under FCC rules Part 22 (47 CFR Part 22), Part 24 (47 CFR Part
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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.
All directly interchanged traffic will be handled over direct interconnecting facilities as described
herein. The type of direct interconnections offered under this Agreement are designated as Type
, and Type 2B, as defined in Section 1.
When Carrier has a Type 2A direct connection to a Citizens tandem and, based
upon traffic exchanged DS1 's worth of Local Traffic is exchanged between the
Parties' POI and a Citizens End Office , the parties representatives will confer and
evaluate whether a Type 2B direct trunk should be installed. If two or more
DS1 's worth of Local Traffic is exchanged between the Parties' POI and a
Citizens End Office at least 15 times per month the Parties agree to establish a
Type 2B direct trunk unless Carrier demonstrates that it is not economically or
technically feasible.
2. Whenever a two-way Type 2B direct trunk is established between the Parties, all
traffic delivered between the Parties that Carrier terminates, or Citizens
originates, at the connected Citizens End Office shall be delivered to the other
over the Type 2B trunk or an alternate final route if designated on the ASR sent
by the Carrier.
Establishment of a two-way Type 2B direct trunk is subject to mutually
acceptable Type 2B Reciprocal Compensation which shall be included in an
appropriate "Service Attachment - Type 2B"
Alternatively 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 for the point of
interconnection , each Party shall reciprocally terminate on its network Local Traffic originating
from the other Party s network, provided that 1) traffic between the third party can be measured
and 2) when traffic volumes are below a DS1 level. Consistent with Citizens current practice with
Carrier, either Party s Local Traffic may be routed through one or more intermediaries for
interconnection with the other Party s system and, unless a direct connection is separately
negotiated pursuant to the terms of this Agreement, shall transit a tandem switch before reaching
Citizens End Office, and will be subject to Reciprocal Compensation fees based on Section 4
Charges for Facilities and Arrangements.
When Carrier indirectly interconnects with Citizens and Local Traffic is exchanged
between the Parties, the Parties agree to establish a direct two-way Type 2A or Type 2B trunk or
alternative tandem arrangements to avoid tandem transit costs if the land-to-mobile Local Traffic
exchanged exceeds one (1) DS1 's worth of traffic averaged over a day at least fifteen (15) times
per month or mobile-to-Iand Local Traffic exchanged exceeds two (2) OS 1 's worth of traffic
averaged over a day at least fifteen (15) times per month, unless Carrier demonstrates that it is
not economically or technically feasible. During peak seasonal calling periods or times of crisis
the Parties agree to work together to determine if direct two-way facilities are required.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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 and Carrier have 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 provided use of SS7 signaling
allows for measurement of land to mobile and mobile to land traffic. 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 s System in connection with Carrier s Authorized Services; such interconnection will be
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 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
Page 5
Agreement Number: 05-TMOBILE-CTC IDAHO -000
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
11.3 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
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. The delivery of Local Traffic between the Parties shall be reciprocal
and compensation will be mutual according to the provisions of this Agreement. . This Agreement is
applicable only to Citizens Local serving areas , within Carrier s MT A, Citizens will not be responsible for
interconnections or contracts relating to Carrier s interconnection with any other LEC.
1. Citizens will include an NXX assigned to Carrier in any local calling area, extended area
calling service, optional calling scope, or similar program to the same extent as any other NXX in
the same Citizens rate center and will permit the routing and exchange of Mobile-To-Land and
Land-To-Mobile Traffic which originates or terminates within the local calling areas of Citizens
End Offices, including any applicable extended area service calling area as specified in Citizens
then current local service tariff, unless the other carrier(s) to an extended area service
arrangement submit an objection or restrict the routing and exchange of Traffic over the existing
extended area service arrangement. In the event of an objection or other restriction relating to the
routing and exchange of extended area service Traffic, Citizens and Carrier will work together
with the objecting carrier to resolve any legal, technical or financial issues relating to the routing
and exchange of such Traffic to or from an extended area service calling area. During the
interim , Carrier agrees to compensate Citizens for all necessary incremental charges associated
with rerouting and exchanging Traffic to or from Carrier via a third-party s tandem facilities or over
alternative trunking arrangements as directed by Carrier or any applicable regulatory authority.
Citizens shall not be obligated to reroute such Traffic until directed by Carrier or any applicable
regulatory authority and Citizens shall have no responsibility for delivering Traffic to a POI located
at any point outside of a Citizens' local exchange area or beyond the boundary.
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
landline telephone to another landline telephone or from a land line telephone to an Internet Service
Provider. The only exception is when Carrier s end-user "call forwards" to a land line telephone.
Page 6
Agreement Number: 05-TMOBILE-CTC IDAHO -000
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.
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
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.
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.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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-
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.
Citizens and Carrier will cooperate in isolating the trouble.
Trunking arrangements shall be established as follows:
11.1 Separate trunk groups for the exchange of Local Traffic.
11.Separate trunk groups to be used solely for the transmission and routing of access
services to enable interexchange carriers to terminate traffic to Carrier. This access
service is only provided where Carrier connects to a Frontier Tandem Office Switch.
Separate trunk groups for the exchange of Transit Service traffic. This Transit Service is
only provided where Carrier connects to a Frontier Tandem Office Switch.
11.
11.4 Carrier s services as an interexchange service provider are subject to Frontier s access
tariffs.
11.5 Where applicable, separate trunks connecting Carrier s switch to Citizens E911 routers.
If Carrier purchases such services from Citizens, they will be provided at full applicable tariff
rates. For all 911/E911 traffic originating from Carrier, it is the responsibility of Carrier and the
appropriate state or local public safety answering agency to negotiate the manner in which
911/E911 traffic from Carrier will be processed.
11.6 The Parties mutually agree that all interconnection facilities will be sized according to
mutual forecasts and sound engineering practice, as mutually agreed to by the Parties. The
Parties further agree that all equipment and technical interconnections will be in conformance
with all generally accepted industry standards with regard to facilities, equipment, and services.
SECTION 4. CHARGES FOR FACILITIES AND ARRANGEMENTS
Reciprocal Termination Charaes . The delivery and termination of Local Traffic between the
Parties for both direct interconnection and indirect interconnection through the tandem facilities of
third parties shall be reciprocal and compensation will be mutual as reflected in the Service
Attachment to this Agreement. 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 Charaes . Each Party is solely responsible for the provision of transport
facilities necessary for the carriage of interchanged traffic between the Point of Interconnectionand 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.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
Reciprocal Termination Charaes.Reciprocal Termination Charges are assessed on a per minute
basis.
4.4 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.
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
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.
In the event Citizens is unable to determine the mobile to land local traffic it terminates from
Carrier or measurement capabilities are not available in a Citizens' end office or access tandem , the
following assumed minutes of use figures will apply to charges for reciprocal compensation for traffic
exchanged between Parties in both the MOBILE-TO-LAND DIRECTION and the LAND-TO-MOBILE
DIRECTION: 5 000 minutes of use per month for each voice grade connecting circuit and 120 000
minutes of use each month for each DS-1 connecting circuit. These assumed minutes of use will be
billed in accordance with terms and conditions of this Agreement and the directionality of the traffic as
identified in the Service Attachment. For example, if 70% of the traffic was MOBILE-TO-LAND and 30%
of the traffic was LAND-TO-MOBILE, Citizens would bill Carrier for 4 000 minutes per month and Carrier
would bill Citizens for 1 200 minutes per month for each voice grade circuit (96 000 and 24 000
respectively for a DS-1). The applicability of this arrangement referenced in this paragraph may be altered
or terminated at any time once Citizens has the ability to record actual minutes of use or an alternative
method can be established.
1 Carrier shall assume 70% ownership of the assumed minutes as referenced in 4.8 above.
Citizens shall assume 30% ownership of the assumed minutes as referenced in 4.8 above.
Where Carrier interconnects with Citizens by purchasing facilities from Citizens and these
facilities are used for two-way Traffic, the applicable recurring charges for such facilities to Carrier s POI
on Citizens System, may be reduced by the following fixed percentage. (For example, this situation will
occur if the POI for Citizens to Carrier Traffic is at the boundary of Citizens territory and the POI for
Carrier to Citizens is at the Citizens switch.
1 Carrier shall pay 70% of the recurring facility.
10 Each Service Attachment shall reflect which method of compensation will be used (Leo actual
minutes, assumed minutes, trunk signaling, or other special arrangements).
11 In the event Carrier is unable to determine the amount of Land-to-Mobile Local Traffic it
terminates from Citizens or is unable to direct bill Citizens based on actual Land-to-Mobile Local Traffic
Carrier will bill Citizens for usage and two-way Connecting Facilities based on the Traffic Factors set forth
on the Service Attachment 2.The initial Traffic Factors set forth on the Service Attachment 2 will remain in
effect for a minimum of six (6) months after this Agreement becomes effective. Either Party may request
a review and modification of the Traffic Factors, on a going forward basis, up to two times per calendar
year, based on actual usage and the results of a six (6) month Traffic Study conducted by a Party. Any
change to the Traffic Factors will thereafter only apply on a going forward basis and will be effective as
mutually agreed to in writing by the Parties. Any such change in the Traffic Factors will not require an
amendment to this Agreement. If the Parties are unable to reach agreement on the adequacy of the
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
sample or the appropriate Traffic Factors to be used based on the Traffic study, either Party may request
resolution of the dispute pursuant to the procedures set forth in Section 17.
11.1 For billing purposes, if Carrier is unable to classify on a automated basis Traffic delivered
by Carrier as Local or Non-Local, Carrier will provide Citizens with a percent local use (PLU)
factor, which represents the estimated portion of total Traffic delivered by Carrier to Citizens that
originates and terminates within the same MTA, and a percent interMTA (PIU) factor, which
represents the estimated portion of interMT A Traffic. The PLU factor will be applied to the
measured Mobile-To-Land minutes of use terminated on Citizens' System to determine the
minutes of use for which reciprocal Termination and Transport rates apply. The PIU factor is
applied to the remaining minutes of use to determine the portion of Non-Local minutes to be billed
at interstate access rates. The PLU and PIU factors will be updated every six (6) months and
take effect on January 1 and July 1 of each year of this Agreement, unless otherwise agreed to
by both Parties.
12 The Parties contemplate that they may exchange non-Local Telecommunications traffic over the
interconnection facilities provided for under this Agreement. Charges for the transport and termination of
non-local interMT A traffic shall be in accordance with the Parties' respective intrastate or interstate
access tariffs or other applicable access rates, as appropriate. The Parties will develop an initial factor
representative of the share of total traffic exchanged over the interconnection facilities that is exempt from
local compensation. The Parties have agreed upon the InterMTA factor specified in Attachment 1 , which
represents the percent of total minutes to be billed access charges. The InterMTA factor identified in
Attachment 1 shall be used until revised by mutual agreement. The Parties agree to review the
percentage on a periodic basis but no more frequently than bi-annually and, if warranted by the actual
usage, revise the percentage appropriately.
SECTION 5.BILLING & PAYMENTS
In consideration of the services provided by Citizens under this Agreement, Carrier shall
pay the charges set forth in this Agreement and in applicable tariffs. In consideration of the services
provided by Carrier under this Agreement, Citizens 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:
To Carrier:
T -Mobile USA, Inc.
ATTN: Carrier Management
12920 SE 38th St.
Bellevue, WA 98006
To Citizens:
Frontier, A Citizens Telecommunications Company
Attention: Jeff Wiebers, Director Access Billing
14500 Burnhaven Dr. Suite 193
Burnsville, MN 55306
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 Citizens, and (iii) any other tariffed or contracted service due each Party. All bills
dated as set forth above will be due thirty (30) days after the bill date or by the next bill date (i.e., 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
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
the due date will be extended by the number of days the bill was delayed, upon request of the receiving
Party.
1 Parties will compensate each other on verifiable records of actual usage.
Billing: The Parties agree that disputed and undisputed amounts due under this Agreement
shall be handled as follows:
1 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 ninety (90) 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. Following execution of this agreement the Billing Party shall not bill and the Billed
Party shall have no obligation to pay invoices for service provided more than one year
prior to the date of the invoice. 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.
2 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.
3 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 5.3.4 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.
5.4 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 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 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 15 following, that an interruption of use has occurred. No
credit will be allowed for an amount of less than five dollars ($5).
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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 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 8. 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
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
its intent to terminate this Agreement. Either Party may request negotiation of a successor agreement by
written notice to the other Party no earlier than one hundred sixty (160) Days prior to the expiration of the
initial or any successive term. If a Party elects to negotiate a subsequent agreement and a subsequent
agreement has not been consummated prior to the termination date of the current Agreement, the current
Agreement shall continue to be in effect until it is replaced by a new Agreement, or one hundred eighty
(180) days beyond the termination date of the current Agreement, whichever is less.
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.
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 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 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 Citizens to refuse to furnish additional
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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 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.
, "
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 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
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
(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 10. LIABILITY AND INDEMNITY
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.
10.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.
10.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.
10.4 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 Citizens right to recover
for the damages to the extent of such payment.
10.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.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
10.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.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
11.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 12. DISCLAIMER OF WARRANTIES
12.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING
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
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.
12.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 TO
TRANSMISSION , EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY
DISCLAIMS ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE.
12.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.
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
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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)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.
13.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 14. AMENDMENTS; WAIVERS
14.This Agreement may be amended only by written agreement signed by authorized
representatives of both Parties.
14.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.
14.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 15. NOTICES AND DEMANDS
15.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 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 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:Citizens, addressed as follows:
Mobile USA, Inc.
Attn: Dan Menser - Director Legal
12920 SE 38th St.
Bellevue, WA 98006
Telephone: [phone]
Citizens Telecommunications
Attn: Kim Czak Director Carrier Services
180 South Clinton Ave
Rochester, NY 14646
Telephone: [phone]
Facsimile: [phone]
With a copy to:
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
Chris Sykes
Director, Carrier Management Group
Frontier, A Citizens Communications Company
ATTN: Chuck Best, VP, Administration and
Legal
4400 NE 7ih Ave
Vancouver, WA 98662
T -Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
And:
Frontier, A Citizens Communications Company
Attn: Julie Thompson, Interconnection Manager
14450 Burnhaven Drive
Burnsville, MN 55306
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 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 17. DISPUTE RESOLUTION
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 the
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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'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 19. 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 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, 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
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 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.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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.
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. TIME OF ESSENCE
Time is of the essence of this Agreement.
SECTION 29. PRONOUNS
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 30. 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
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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:
Typed:
For Citizens Telecommunications Company of Idaho:
By:By:R\D~
Typed: Richard Burson
Title:Title: SVP Revenue Assurance REP
Date:JAN 1 8 2006 Date:4 )r~ lo~
Page 20
Agreement Number: 05-TMOBILE-CTC IDAHO -000
ATTACHMENT 1
CONTACT LIST
24-HOUR REPAIR CENTER - 1-800-565-1619
Page 1
Agreement Number: 05-TMOBILE-CTC IDAHO -000
SERVICE ATTACHMENT -INDIRECT
Section 1 - Description
Carrier Name: T -Mobile USA, Inc.
Carrier OCN:VoiceStream Wireless - 6529
Aerial - 6701
Effective Date: Upon execution by both Parties
Section 2 - Usage Sensitive Charges
Charges for Reciprocal Transport and Termination of Local Traffic Interchanged Between The
Parties:
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.
Mobile-to-Land (Terminating) per minute
Land-to-Mobile (Customer charges Citizens) per minute:
Wireline to Wireline (Land to Land) in both directions
Non-Local Traffic
$0.0110
$0.0110
$0.00 (Bill & Keep)
Switched Access Rates apply
Iimited in application to calls originating on Carrier s system within its Service Area and
terminating at a point in a Citizens exchange area within the MTA
Mobile-to-Land (Terminating) per minute
Land-to-Mobile (Customer charges Citizens) per minute:
Wireline to Wireline (Land to Land) in both directions
InterMTA**
$0.0110
$0.0110
$0.00 (Bill & Keep)
Access rates apply
limited in application to calls originating on Carrier s system within its Service Area 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 MT
PIU/PLU Factors as described in SECTION 4.11.
PIU (interMTA)
Percent Interstate Usage
Percent Intrastate Usage
PLU
2.4 Initial Traffic Factors:
Mobile-to-Land 70%
Land-to-Mobile 30%
50%
50%
97%
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
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.
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
SERVICE ATTACHMENT - TYPE 2B
Section 1 - Description
Citizens' interconnection location:
Carrier Name:T -Mobile USA, Inc.
Point of Interconnection (POI):
Carrier OCN: 6529
Legal Entities: Tmobile USA, Inc.
Citizens Telecommunications Company of Idaho
Effective Date: Upon execution by both Parties.
Section 2 - Usage Sensitive Charges
Charges for Reciprocal Transport and Termination of Local Traffic Interchanged Between The
Parties:
The rates in this Section 2 constitute compensation to the Parties for both the transport and termination of
Local Traffic interchanged between them.
Mobile-to-Land (Terminating) per minute
Land-to-Mobile (Customer charges Citizens) per minute:
Wireline to Wireline (Land to Land) in both directions
InterMTA**
$0.0110
$0.0110
$0.00 (Bill & Keep)
Access rates apply
limited in application to calls originating on Carrier s system within its Service Area 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 MT
PIU/PLU Factors as described in Section 4.11.
PIU (interMTA)
Percent Interstate Usage
Percent Intrastate Usage
PLU
50%
50%
97%
Section 3 - Network Facilities
If Citizens is requested to provide facilities between the Point of Interconnection in
and any Carrier facilities or locations within Citizen s Service Area, such facilities will be
provided pursuant to the special access services provisions of Citizens' interstate tariff. T-
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Agreement Number: 05-TMOBILE-CTC IDAHO -000
Mobile shall pay 70% of the recurring and non-recurring charges for the one-way land-to-
mobile facility between the Point of Interconnection in and Carrier s switch and
Citizens shall pay 30% of the recurring and non-recurring charges for the one-way land-
to-mobile facility. T -Mobile shall not seek compensation from Citizens for the recurring
and non-recurring charges for the one-way mobile-to-Iand facility between Carrier
facilities and the Point of Interconnection in
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