20090819Application.pdf

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RECEI 0
Cyntha A. Melilo (ISB No. 5819)
Michael C. Creamer (ISB No. 4030)
GIVENS PURSLEY LLP
601 West Banock Street
P.O. Box 2720
Boise, Idaho 83701-2720
Offce: [phone]
Fax: [phone]
ww.givenspurley.com
Attorneys for Custer Telephone Cooperative, Inc..
2009 AUG i 9 PM I: 33
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No.: CUS-(-o'ì-o~
APPLICATION FOR APPROVAL OF
NEGOTIATED AGREEMENT BETWEN
CUSTER TELEPHONE COOPERATIVE,
INC. AND ALLTEL COMMUICATIONS,
LLC AND ID HOLDING, LLC
APPLICATION FOR ApPROVAL OF
NEGOTIATED AGREEMENT
1. Custer Telephone Cooperative, Inc. ("'uster, thugh its attorneys Givens
Pusley LLP, hereby files this Application for Approval of Negotiated Agreement ("Agrent"
between Custer and Alltel Communcations, LLC and ID Holding, LLC (collectively,
"ALLTEL j. A copy of the Agreeent is submitted herewith.
2. This Agreeent was reached through volunta negotiations betwee Custer and
ALL TEL and is submtted for Commission revew and approval puruat to Section 252( e) of
the Telecmmuncations Act of 1996.
3. Secion 252(e)(2) ofthe Telecmmuncations Act of 1996 dires that a state
Commission may rejec an agrent reached thugh voluntar negotiations if the Commssion
fi that: the agrent discinates aga a telecmmuncations caer not a par to the
APPUCATION FORAPPROV AL OF NEGOTIATED AGREEMENT
639U.lXX
PAGE l OF4
agrent; or the implementation of the agreeent is not consistent with the public interst,
convenence and necessity.
4. Custer refuly submits that the Agrent does not discminate and is
consistent the public interest, and, therefore reuests that the Commsson apprve ths
Agrement expeitiously. Appval of ths Agreeent will enable the pares to implement the
Agrent an provide their respectve customer with increaed loca telecommuncations
seces choices.
5. The designated representative of each Pary, for purse of resnding to
inquiries in ths matter is:
For Custer:
Custer Telephone Coopetive, Inc.
Att: Gener Manager
1101 East Mai Avenue
P.O. Box 324
Challis, il 83226
With copy to:
Cyntha A. Melillo
Givens PuleyLLP
601 W. Banock Street
P.O. Box 2720
Boise, il 83701-2720
ForALLTEL:
Alltel Communcations, Inc.
Att: Diretor - Wireless Internnecon
One Allied Drve
Mailstop: 1269-BI-F03-C
Little Rock, Aran 72202
6. Ths Agrent doe not affec the rights of non-pares and expetious appval
would fuer the public intert. Therefore, Cuter reuests tht the Comission appve ths
Agrent without a heag.
APPLICATION FOR APROVAL OF NEGOATED AGREEMENT63U.DO PAG2OF4
DATED ths 19th day of Augut 2009.
c~ Qltlt
Cynthia A. Melilo
Attorneys for Custer Telephone CooPerative, Inc.
APPLICATION FOR APPROVAL OF NEGOTIATE AGREEMEN
639SU.DO
PAGE3OF4
CERTIFICATE OF SERVICE
I hereby cerfy that on this 19th day of August 2009, I sered a tre and correct copy of
the foregoing by deliverng it to the following individuals by the metod indicated below,
addressed as stated.
Jea Jewell, Secet
Idaho Public Utilities Commission
472 West Washigton Stree
P.O. Box 83720
Boise, ID 83720-074
x U.S. Mail
Facsimile
Overght Mail
Hand Deliver
E-mail
Alltel Communcations, Inc.
Att: Director - Wireless Interconnection
One Alled Drve
Mailstop: 1269-B I-F03-C
Little Rock, Arkan 72202
x U.S. Mail
Facsimile
Overght Mail
Hand Deliver
E-mail
t6,JYU
Cynt a A. Melillo
APPLICATION FOR APPROVAL OF NEATED AGREEMENT639SU.DO
PAGE 4 OF 4
TRAFFIC EXCHANGE AGREEMENT
BETWEEN
CUSTER TELEPHONE COOPERATIVE, INC.
AND
ALL TEL COMMICATIONS, LLC
AN
ID HOLDING, LLC
TRFIC EXCHAGE AGREEMENT
Thi Traffc Exchange Agreement ("Agrement") is effective as of the 1st day of March
2009 (the "Effective Date''), by and between Custer Telephone Cooperative, Inc. ("Custer") with
offces at i 101 East Main Avenue, P.O. Box 324, Challis, Idao 83226, and Altel
Communcations, LLC and il Holding, LLC (collectively, "ALLTEL") wi an offce and
pricipal place of business at One Alled Drive, Litte Rock, Arkansas 72202.
RECIALS
WHREAS~ Custer is an incumbent Local Exchange Carier in the State of Idaho; and
WHREAS, ALL TEL is a Commercial Mobile Radio Service provider of two-way
mobile communcations servces operating with the State ofIdaho; and
WHREAS, as of Janua 9, 2009, Cellco Parership d//a Verizon Wireless acquired
AlItel Corporation and its subsidiaries including AlItel Communcations, LLC and ID Holdig,
LLC. In connection with the approval of the acquisition, the Deparent of Justice and the
Federal Communicatons Commssion required Verizon Wireless to divest certin markets
includes some in Idaho. .A Mangement. Trustee. wàs. appointed by the United States . Distct
CoUr for the District of Columbia to maage the divested markets until divestiture occurs; and
WHREAS, the Pares ackiowledge that Custer is entitled to maita that it is a rual .0 .
telephone company (as defined in 47 U.S.C. 153) as provided by 47 U.S.C. 251(f). By.enterig
into ths Agreement, Custer is not waiving its right to mainta that it is a rural telephone
company and its right to maintai that it is exempt from § 251 (c) under 47 U.S.C. 2S1(f) of theAct; and .
WHEREAS, Custer and ALL TEL exchange calls between their networks and wish to
establish trafc exchage and compensation arrgements for exchangin trc as specified
below.
NOW, THEREFORE, in consideration of the mutu provisions contaied herein and
other good and valuable consideration, the receipt and suffciency of which are hereby
acknowledged, Custer and ALL TEL hereby agee as follows:
1. DEFITIONS
Special meangs are given to common words in the telecommunications industr, and coìned
words and acronyms are. common in the custom and usage in the industr. Words used in ths
contrct ar to be understood according to the custom and usage of the telecommuncations
industr, as an exception to the general rue of contract interpretation that words are to be
understood in their ordinar and popular sense. In addition to this rne of interpretation, the
followig terms used in this Agreement shall have the meangs as specified below:
1.1 "Act" mean the Communications Act of 1934, as amended.
TRFIC EXCHGE AGREEMENT - 1
617118_I.DOC
1.2 "As Defined in the Acf' mean as specifically defined by the Act, as may be
interpreted from tie to tie by the FCC, the Commssion, Idaho State coùrs, or federal cour.
1.3 "As Described in the Act~ mean as described in or requied by the Act, as may
be interpreted from tie to time by the FCC, the Commssion, Idaho State cours, or federal
cours.
1.4 "Afiate" means a person that (direcy or indirectly) own or controls, is owned
or controlled by or is under con:on ownership or control with another person. For puroses of
ths paragraph, the term "own" mean to own an equity interest (or the equivalent thereof) of
more th ten (10) percent.
i.5 "Central Offce Switch" means a switch used to provide Telecommuncations
Services, includig, but not limited to:
(a) "End Offce Switch" is a swtch in which the subscriber station loops are
termted for connection to either lines or trus. The subscriber receives termting,
switchig, signal, transmission, and related fuctions for a defied geographic area by meas
of an End Offce Switch.
"
(b) "Remote End Office SwiÍ(~h" is a switch in which the subscriber:statioii':'.:. ,.
loops are termted. The contròl equipment providing termating, switchig, signaling,
trsmission, and related fuctions would reside in a host offce. Local switching capabilities ' "
Iny be .resident in a Remote End Offce Switch. . .. ..
(c) "Host Offce Switch" is a switch with centralized control over the
fuctions of one or more Remote End Office Switches. A Host Offce Switch can serve as an
end offce as well as providing servces to other remote end offces requiring termating,
signaling, tranmission, and related fuctions including local switching.
(d) "Tandem Offce Switch" is a switchig system that establishes tr-to-
tr connections. Local tadems switch calls from one end offce to another with the same
geographic area, and access tandems switch traffc from host or end offces to and from an
Interexchage Carer. A Tandem Offce Switch can provide host offce or end offce switching
fuctions as well as the tandem fuctions.
1.6 "Commercial Mobile Raio Services" or "CMRS" mean a radio communcation
service between mobile stations or receivers and land stations, or by mobile sttions
communcatig among themselves that is provided for profit and tht makes interconnected
servce available to the public or to such classes of eligible users as to be effectively available to
a substtial porton of the public. 47 C.F.R. § 20.
1.7 "Commssion" means the Idaho Public Utiities Commssion.
1.8 "Extended Area Service" or "EAS" is as defined and specified in Custer's then
curent General Subscriber Services Tarff.
1.9 "Effective Date" means the date fist above written.
TRFIC EXCHAGE AGREEMENT - 26171l8Jix
1.10 "FCC" means the Federal Communcations Commssion.
1.11 "Interconnection" for puroses of ths Agreement is the ling of Custer and
ALL TEL networks for the exchange of telecomiuncations traffc described in ths Agreement.
1.12 "Interexchange Carer" or "IXC" mea a carrier, other than a CMRS caier,
tht provides or cares, directly or indirectly, InterLATA Service or IntraLATA Toll Trafc.
1.13 "InterLATA Servce" means telecommuncatons between a point located in a
local access and trport area and a point located outside such area.
1.14 "IntrATA Toll Trafc," means those station calls that originate and tennate
with the same local access and trort area and that are caed outside Custer's Local
Servce Area
1.15 "Local Access and Transport Area" or "LATA" means a contiguous geogrphic
area:
(a) Established before Februar 8, 1996, by a Bell operating company such
that no exchange area includes points with more tha one (1) metropolita statistiçalarea,
.consolidatedmetropolitan statistical area, or State, except as expressly-:p€imtted under the. ,AT&T.Co1(sent Deree; or " '.
(b) Establi~hect or modified by a Bell operating company afer Februar 8,1996, and approved by the FCC. . '. ... . . .
1.16 "Local Servce Area" means, for ALLTEL, Major Tradin Area Number 36 (Salt
Lake City) and for Custer, its local calling area contained in Custer's then cunt General
Subscriber Services Tarff.
1.17 "Local Trac" is defmed for all puroses under ths Agreement as Local Service
Area traffc tht is origited by a cusomer of one Par on that Par's network, and terminates
to a customer of the other Par on the other Par's network withi the same Major Trading
Area (MA). Local Trafc may be handled pursuat to an approved interconnection agreement
between the originatig Par and a carer which performs only a contrctual traniting fuction
for the origiatig Par in lieu of a direct connection between the Pares, provided tht the
servce provided by ALLTEL is a two-way mobile service. For puroses of. determig
origiruiting and terting points, the originating or termting point for Custer sha be the
end offce serving the callng or called par, and for ALL TEL shall be the originating or
termnatig cell site location which servces the calling or called par at the beginng of the
calL.
1.18 "Local Exchange Carer" or "LEC" mea any person that is engaged in the
provision of telephone exchange service or exchange access. Such term does not include a
person inofar as such person is engaged in the provision of the commercial mobile service under
§ 332(c) of the Act, except to the extent that the Federal Communcations Commssion finds that
such service should be included in the defintion of such term. 47 U.S.C. § 153(26).
TRAIC EXCHNGE AGREEMENT - 3
6l7118_l.oC
1.19 "Major Traing Area" or "MTA" mean the Major Trading Area designte by the
FCC which is the servce area based on the Rand McNaly 1992 Commercial Atlas & Marketing
Gude, 123rd edition, at pages 38-39, as fuer specified or modified by 47 C.F.R § 24.202(a) or
other applicable law.
1.20 ''Mobile Station" mean a radio-communcation station capable of being moved
and which ordinary does move. 47 U.S.C. § 153(28).
1.21 "Non-Local Traffic" mean al trc that is not Local Trafc as defied in § 1.17
hereof and includes IntraLATA Toll Traffc.
1.22 "NP A" or the "Number Plan Area" also referred to as an "area code" refers to the
thee-digit code which precedes the NX in a dialing sequence and identifies the general calling
area withn the Nort American Numberi Plan scope to which a call is routed to (i.e.,
NP AJ-XX).
1.23 "NX" mean the thee-digit code, which appears as the first thee digits of
seven-digit telephone numbers with a valid NP A or area code.
'::... 1'.24, ~'''Par'' means either Custer or ALL TEL, and "Parties" means Custer andc ALLTEE~ . ~ ~'. .
1.25 "Point of Interconnection" or "POI" means the mutually agreed upon point
between the Parès, respectivenetwórks where an originatig Par's trafc is deerledto be
.
handed off to the termating Par's network. ' .
1.26 ''Rate Centet' mean the specific geographic point and corresponding geographic
area that is associated with one or more NPA-NX codes that have been assigned to an
incumbet LEC for its provision of exchange servces.
1.27 "Reciprocal Compensation" meas an arangement between two carers in which
each receives the same compensation rate from the other carer for the transport and termtion
on each carier's network of Local Traffc, as defmed in § 1.17 above, that originates on the
network facilties of the other carier. Compensation, regardless of the Par that receives it, is
symmetrical.
1.28 "Telecommuncations" means the trsmission, between or among points
specifed by the user, of inormtion of the user's choosing, without chane in the form or
contet of the inormation as sent and received. 47 U.S.C. § 153(43).
1.29 "Telecommuncations Act" means the Communcations Act of 1934, as amended.
1.30 "Telecommuncations Carer" mea any provider of telecommuncations
services, except that such term does not include aggregators of telecommunications services (as
defmed in 47 U.S.C. § 226(a)(2)). A Telecommuncations Carier shall be treated as a common
caier under ths chapter only to the extent that it is engaged in providig telecommuncations
servces, except tht the Federal Communcations Commission shall determne whether the
TRAFFIC EXCHNGE AGREEMENT - 4
6171 18_l.nOC
provision of fixed and mobile satellte serce shall be treated as common carage. 47 U.S.C.
§ 153(44).
1.31 "Telecommuncations Service" mean the offerig of Telecommuncations for a
fee dirtly to the public or to such classes of users as to be effectively available directly to the
public, regardless of the facilties used.
1.32 "Termnation" means the switchig of Local Trac at the tennnatig carier's
end offce switch, or equivalent facilty, and deliver of such traffic to the called Par's
premises or mobile hadset.
1.33 "Traniting Trafc" is trafc that onginates from one provider's network,
"trsits" one or more other provider's network substtially unchanged, and tenates to yet
another provider's network.
1.34 "Tranport" means the trsmssion and any necessar tadem switching of Local
Trafc subject to § 251(b)(5) of the Act frm the Point of Interconnection between the two
carriers to the termiting carer's End Offce Switch that diectly serves the called part, or
equivalent facilty provided by a caer other than an incumbent LEC.
.' .
1.35 "Type 2 Servce" oftn referred to as a tr side connection, is a service that
involves iìtercopnection to a telephone company end office (Type 2-B) or tandem (Type2-A).-
'2. .INERPREATION AN CONSTRUCTION ,.., ..-..i
All references to Sections, Exhbits and Schedules shall be deemed to be references to
Sections of, and Exhbits and Schedules to, ths Agreement uness the context shall oterwise
require. The headigs of the Sections and the terms ar inserted for convenience of reference
only and are not intended to be a par of or to afect the meang of ths Agreement. Unless the
context shal otherwse requie, any reference to any ageement, other instent or thrd par
offering, guide or practice, statute, regulation, rue or taff is for convenience of reference only
and is not intended to be a par of or to afect the meang of a rule or tarff as amended and
supplemented frm time-to-time (and, iì the case of a statute, regulation, rue or taff, to any
successor provision).
3. SCOPE
3.1 Ths Agreement is intended, inter alia, to describe and enable specific trc
exchange and Reciprocal Compensation arangements between the Paries. This Agrement
does not obligate either Part to provide arangements not specifically provided for herein.
3.2 Ths Agreement sets fort the term, conditions, and rates under which the Paries
agree to interconnect the CMR network of ALL TEL and the ILEe network of Custer for
puroses of exchaning Local Service Area traffc, provided that the service provided by
ALLTEL to its cusomer is a two-way mobile service as defined in 47 U.S.C. §.153(27). Ths
Agrement does not cover ALLTEL one-way paging serice trafc or fixed wiless. ALLTEL
does not curntly provide fixed wireless servces in Custer's Loca Service Area. ALLTEL
agrees tht it will provide Custer pnor notice of its intent to launch fixed wireless services in
TRAFIC EXCHAGE AGREEMT - 5
617118JDoe
Custer's Local Servce Area. Upon Custer's receipt of such notice, the Pares agree to negotiate
an appropriate agreement or an Amendment to this Agreement, which will addrss the exchane
of such trafc.
3.3 Tl Agreement relates to exchane of traffc between Custer and ALLTEL.
ALL TEL represents that it is a CMRS provider of telecommunications servces to subscribers in
MTANo. 36 (Salt Lae City). Additions or changes to ALLTEL's NPAI will be as listed
in Telcordia's Local Exchange Routig Guide ("LERG") under Operati Company Number
("OCN") 5027 and 5818 in Idao.
3.4 Tl Agreement is limted to Custer end user customers' traffc for which Custer
has tarifauthontyto car. Custe's NPAI(s) are listed in the LERGunder DCN 2218.
3.5 Any amendment, modifcation, or supplement to ths Agreement must in wrtig
and signed by an authorized representative of each Par.
4. SERVICE AGREEMENT
4.1 Descnption of Arangements. This Agreement provides for. the followig
interconnection and arangements between the networks of Custer and ALL TEL. Additional
argements tht may be agreed to in the fue -will. be delineated in Attchment A -to ths
Agr~ement.. An NPAI assigned to ALLTEL shal.be treated as Local.Service Area trffc
and included in any EAS calling . scope, or simlar program to the same extent as any other
incumbent LEC's NPAI in the :same nite--center provided that ALLTEL ,assigns numbers
from such NP AI to customers within the Local Service Area of Custer and ALL TEL has
netWork facilties to serve such customers.
4.2 Indiect Interconnection
The Paries may interconnect their networks indiectly via a third par tadem provider
("Thrd Par Tandem Provider") in order to exchange Local Trafc.
The Pares agree that to the extent Local Trafc is exchaged indirectly via a Thid Par
Tandem Provider, the originatig Par is responsible for any transit fees imposed by the
Third Par Tandem Provider. The Partes agee ths wil in no way prejudice any
position either Part may take regarg financial responsibilty for charges by Thd
Par Tandem Providers with respect to futue agreements or regulatory or legislative
proceedings.
Ths arangement of indirect interconnection wíl be subject to renegotiation if by chage
of law or for any other reason the Third Par Tandem Provider no longer offers the
tranitig servce.
4.3 Direct Interconnecton:
Should trafc volumes exceed one millon Minutes of Use (MOD) per month for thee
(3) consecutive month, or upon ALLTEL's reques, Cusr and ALLTEL hereby agree
to establish a direct connection to route landline-to-wirless and wIeless-to-landline
TRIC EXCHGE AGREEMNT - 6
617118_L.DOC
Local Traffic. ALL TEL and Cuter shall work cooperatively to implement direct
inteconnecton arangements. For diect interconnection, the POI shall be at Syrga
Network' LATA tadem in Boise, Idaho.
4.4 Once direct interonnection is established, both Pares will use best efforts to
route Local Service Area calls to the other Par over the dirct interconnection facilties
except in the case of an emergency, temporar equipment failure, or blockig of existg
direct interconnection facilities.
4.5 Each Par wil perform local number portabilty ("LNP") database queries on its
originated trafc prior to routig any of its origiated trafc over the diect
interonnection facilities, and will only route trafc over the direct interconnection
facilties to the extent the loca routig number ("LRN") retued from such queries
belongs to the other Par.
5. COMPENSATION
5.1 Traffc Subject to Reciprocal Compensation.
Reciprocal Compensation is applicable for Transport and Termnation of Local Trafc as
, ;. defined in§ 1.17 and is related to the: exchange' of trafc described in § 4 and in Attachment A,
;' -' as applicable. For the puroses of biling compensation for Local Traffic; ,biled inutes will be
, based upon actual usage recorded ard/or records/reports provided by thetralsitir carer.
Measute usage begi when.the terating recording switch receives anwer$llpervision from
the called end-user and ends when the termnating recording switch receives or StndsÆsconnect
(release message) supervision, whichever occur fist. The measued usage is aggregated at the
end of the measurement cycle and rounded to a whole miute. Biling for Local Traffc shall be
based on the aggrgated measured usage less trc recorded as local that is deemed Non-Local
Trafc basd on the default factor provided in § 5.3( e).
The rate for Reciprocal Compensation shall be $0.025 per miute.
The Paries agre to bil each other for Local Trafc as described in this Agreement
uness the Local Trafc exchaged between the Partes is balanced and falls withn an agreed
upon theshold ("Traffc Balance Thrshold"). The Paries agree that for puroses of ths
Agrement, the Traffc Balance Thrhold is reached when the Local Trafc exchanged falls
between 48% / 52% in either the wireless-to-Iandline or landline-to-wireless direction. Whenthe
actual usage data for thee (3) consecutive month indicates that the Local Traffc exchaged,
both directly and indirectly, falls within the Traffc Balace Threshold, then either Par may
provide the other Par a written request, along with verifiable inormtion supporting such
request to elimate billig for Reciprocal Compensation per miute. Upon written consent by
the Par receiving the request, which sha not be withheld unrasonably, there wil be no biling
for Reciproca Compensation on a going forward basis uness otherwse agred to by both
Pares, in wrtig. The Pares' agreement to elimte biling for Reciprocal Compensation
cares with it the precondition regarding the Traffc Balance Threshold discused above.
5.2 Trac Subiect to Switched Accss Compensation.
TRC EXCHANGE AGREEMENT-7
611118JDoe
Access charges apply to all Non-Local Trafc origiated on ALLTEL's network and
delivered to Custer for termation to its customers as described in § 4 and Attchment A, as
applicable. ALL TEL shal compensate Custer at Custer's applicable access taff rates for all
ALLTEL-origiated Non-Local Trafc only to the extent tht such ALLTEL-originated Non-
Local Trac is not handed off to an Interexchage Carer for delivery to Custer.
5.3 Calculation of Payments and Biling.
(a) ALLTEL will compensate Custer for Local and Non-Local Trafc
delivered to Cuer for termation to its customers, as precrbed and at the rates provided in §§
5.1 and 5.2. Custer will compensate ALLTEL for Local Trafc originated by Custer customers
on Cuser's network and delivered to ALLTEL, for tennnation to its customers, as prescribed in
§ 4 and at the rate provided in § 5.1.
(b) Custer shall prepare a monthly biling statement to ALL TEL, which wil
separately reflect the calculation of Reciprocal Compensation, Switched Access Compensation,
if applicable and total compensation due Carer. Billig shall be based on actual meased
usge, when available. If actual measure usage is not available, the Partes agree the usage form
the Third Par Transit Provider may be used for biling by Custer.
(c) ALLTEL shallptepàre,a'monthy biling statemenUoCuster reflecting the' -
calculatioI1:of Reciprocal Comp'ensation due ",' ALL TEL. Bì1ing shall' be'based on actual .. i" !
',measurd usage, when available. Alternatively, if ALL TEL does not measue the land-to-mobile'
'usgedata then ALLTEL ifåy bîl using a fàctor that is based on each Par'spropørton oflle
origig Local Traffc to total LocaLTrafcexchan.ged between the Parties. Ths estated
percentageis referted to as the Traffc Factor and is listed below. The Partes agree to review the
Trafc Factor on a periodic basis and, if warted by the actual usage, revised the Trafc Factor
appropriately.
Land-to-Mobile 20%
Mobile-to-Land 80%
(d) Custer wil prepare its bil in accordance with its exiing CABS I
SECABS biling system. The Paries will make an effort to conform to curent and futu OBF
(CABS BOS) stadards, insofar as is reasonable. In addition, the Paries wil abide by all
signaling standards as described in § 7.78. ALLTEL will prepare its bill in accordance with its
existing process for biling Reciprocal Compensation using the following formula:
ALLTEL shall use the Carier mobile-to-land Miutes of Use ("MODs) to
calculate the land-to-mobile MODs by dividing the mobile-to-land MOUs by 80%
to arve at i 00% of the tota trafc. The mobile-to-Iand miutes are then
subtracted from the 100% value to arive at the 20% land-to-mobile miutes
ALLTEL would bil Carrier. (Ex.: 100,000 MODs are detered to be mobile~
to-land. 100,000 is divided by 80% to arrve at 125,000 MODs total traffc
exchanged. 100,000 is then subtracted from 125,000 to arve at the land-to-
mobile MODs of 25,000 tht ALLTEL wil bil Carer.)
TRAFIC EXCHAGE AGREEMENT - 8
617118JDOC
ALL TEL may elect to have Carer render a "net bil" to ALL TEL by applying
the net rate of $0.01875 (reciprocal compensation rate of $0.025 net of adjustment
for land-to~mobi1e trc based upon a 80/20 trafc factor to the total MODs of
traffc originted by ALLTEL and tennted to Carer) as measured by Caer
or provided by the Third Par Tranit Provider in lieu of ALL TEL submittng
invoices to Carier for Reciprocal Compensation for land-to-mobile trafc as
described above.
If net biling has been implemented, ALL TEL shall provide Carer at least sixt
(60) days prior written notice when changing its election to perform its ownbillg.
In the event the trafc exchanged between the Pares is de minimis such that the
total minutes exchanged between the Partes is less than 5,000 minutes of use for
a one-month period, Carer may elect that the de minimis level of traffc shall be
transported and termted on a bil and keep basis.
(e) Recogniing that Custer ha no way of measuring the Non-Local Trafc,
and in the event that ALL TEL doses not track the usage inormation requied to identify ,thø...
Non-LocaTracoriginated or teninated by Custer, both Paries agree to use a defawttaqtQr
of zero PeJcent (0%) as an es'tniateöfNon:'Locål Traffic. The actual recorded usgeshallòe-the
basis for bili.g when àvailable and verifiable. - .
-(t) EachPái may request to inspect, durg normal busmesshotis,Jtht
records which are the basis for any monthly bill issued by the other Par and torequestcopieS ..
thereof provided tht the reqùested records do not exceed twelve (12) months in age from the
date the monthy bil containg said record information was issued.
(g) No Par shall bil the other Par for traffc that is older tha twelve (12)
month or that predates this Agreement.
6. NOTICE OF CHNGES
If a Par contemplates a change in its network, which it believes will materially afect
the inter-operabilty of its network with the other Par, the Par makg the chage shall
provide at least ninety (90) days advace wrtten notice of such change to the other Par,
prvided, however, that ths provision shal not apply to chages necessitated by emergencies or
other circumstces outside the con:rol of the Pary modifying its network.
7. GENERAL RESPONSIBILITIS OF THE PARTIES
7. i Each Par is individuay responsible to provide facilties with its network
which are necessa for routin, trsportg and, consistent with § 5, measuring and biling
trc from the other Par's network and for deliverig such traffc to the other Par's network
in an acceptable industr standad formt, and to termnate the traffc it receives in tht
acceptable industr stdard formt to the proper address on its network. The Pares are each
solely responsible for paricipation in and compliance with national network plans, including The
National Network Security Plan and The Emergency Preparedness Plan. Neither Par shall use
TRAFIC EXCHANGE AGREEMENT ~ 9
617118_I.nOC
any serce related to or use any of the serices provided in ths Agreement in any maner that
prevents other persons from using their servce or destoys the normal quaity of service to other
carriers or to either Par's customers, and subject to notice and a reasonable opportty of the
offending Par to cure any violation, either Par may discontinue or refue serice if the other
Par violates ths provision.
7.2 Each Par is solely responsible for the servces it provides to its customers and to
other Telecommuncations Caers.
7.3 Each Par is responsible for managing NX codes assigned to it.
7.4 Each Par is responsible for obtaing Loca Exchange Routig Guide ("LERG")
listgs of the Common Laguage Location Identifier ("CLLI") assigned to its switches.
7.5 Each Par agrees to adhere to the blockig requirements for interconnection
(P.Ol) as provided in Telcordia documentation GR145 - Core Compatibilty for Interconnection
of a Wireless Serice Provider and a Local Exchange Company Network.
7.6 SS7 Out of Band Signaling (CCS/SS7) .shallbe the signaling. of choice for
interconnecting.tr where technc~ly feasible lor bpth. Parties. Use ofa~nl.pRr1?¡ovider
orSS7 trforconnecting ALL lEt to the CustergS7 8y~tems ispermitted~.Such.c()l1ctions '
will.meetg~nerally accepted industr techncal standards....... Eaph.Par is resPQnst~le fçr its()\V
SS7 signalig and therefore, neither Par wil bil the other SS7 signingcbarges~ ,
. 7.7 Each lar slial be responsible for its own inâependentcoooections to the
911Æ911 network.
7.8 AlI origiting trafc shall contain basic call inormation with the Intial
Addrss Message (lAM such as the calling number, charged number, Generic Address
Pareter Ported Dialed Number (GAPPDN), Translated Called Number Indicator of Forwd
Call Indicators (FCI Bit-M) either the Jurisdictiona Information Parameter (TIP) or the
Origintig Location Routing Number (LRN). The TIP or Originatig LRN must be unque to
the Mobile Switching Center (MSC). Altering of data parameters with the lA shall not be
permitted.
8. TERM AN TERMATION
8.1 Subject to the proviions of § 14, the intial term of th Agreement shall be for a
two-year term ("Ter"), which shall commence on the Effective Date. This Agreement shall
automatically renew for successive twelve (12) month periods, uness not less than sixty (60)
days prior to the end of the Term or any renewal term, either Par notifies the other Part of its
intent to teate this Agreement or negotiate a new agreement. In the case of a notice to
termte, the other Par may request negotiation of a successor agrement prior to the end of
the then-curent term of ths Agrement.
If either Par requests the negotiation of a successor ageement, during the perod
of negotiation of the successor agreement as described above, then durng the period of
negotiation of the successor agreement each Part shall continue to perform its obligations and
TRAF1CEXCHAGE AGREEMENT - 10
617118JDOC
provide the seices described herein until such tie as the successor agrement becomes
effective. The rats, term, and conditions applying during the interi period between the end of
the then-curent ter of ths Agreement and the effective date of the successor agreement is
executed shall be tred-up to be consistent with the rates, term and conditions of the successor
agrement reached though negotiation or arbitration.
If the Parties are unable to negotiate a successor agreement with the statutory
tie frame set for negotiations under the Act, then either Par has the right to submit ths matter
to the Commssion for resolution pursuant to the statutory rues for arbitration under the Act. If
the Pares are unable to negotiate a successor agreement by the end of the statutory tie frame,
or any mutually agreed upon extension thereof, and neither Par submits this matter to the
Commssion for arbitration, then the Agreement shall termate at the conclusion of the statutory
tie frame or at the end of the extension to the statutory tie frame.
8.2 Upon termnation or expiration of ths Agreement in accordace with ths Section:
(a) Each Par shall comply imediately with its obligations as set fort
herein;
(c) Each pår's indemnficatioIl. obligations shall surive ternatioiior
expiration oHhis Agrent.
, . (b) Each Par shall promptly pây all amounts (includig any late payment
~èhaiges) owed under tils Agreement; .... .- :-~. ". . .. .
8.3 Either Par may termate this Agreement in whole or in part in the event of a
default of the other Part, provided, however, that the non-defaulting Par noties the defaulting
Par in wrtig of the alleged default and the defaulting Par does not implement mutually
acceptable steps to remedy such alleged default withi th (30) days afer receipt of written
notice thereof.
9. BILLING AND PAYMNT
9.1 The Pares agree that disputed and undisputed amounts due under ths Agreement
shall be handled as follows:
(a) If any portion of any amount due to a Par (the "Biling Par") under this
Agreement is subject to a bona fide dispute between the Partes, the Par biled (the ''Non-
Paying Par") shal, with thrt (30) days of its receipt of the invoice contang such disputed
amount, give written notice to the Billng Par of the amounts it disputes ("Disputed Amounts")
and include in such notice the specific detas and reasons for disputig each item. The Non-
Paying Par shall pay when due all undisputed amounts to the Billg Par. The Pares will
work together in good faith to resolve issues relating to the disputed amounts. If the dispute is
resolved such th payment of the disputed amount is required, whether for the original amount
or for the settement amount, the Non-Paying Par shall pay the full disputed or settlement
amounts with interest at the lesser of (i) one and one-half percent (1 ~%) per month or (ii) the
highest rate of interest that may be charged under Idaho applicable law. In addition, the Billig
TRFIC EXCHANGE AGREEMENT - I I
617118JDOC
Par may I1tiate a complaint proceeding with the appropriate reguatory or judicial entity, if
unpaid undisputed amounts become more tha niety (90) days past due.
(b) Any undisputed amounts not paid when due shal accr interest from the
date such amounts were due at the lesser of (i) one and one-half percent (1 ~%) per month or (ii)
the highest rate of interest that may be chaged under applicable Idaho law.
(c) Undisputed amounts shall be paid withn th (30) days of receipt of
invoice from the Biling Par.
92 All invoices under ths Agreement shal be sent to:
ALLTEL Custer TeleDhone Company, Inc.
Alltel Communcations, Inc.Office and Accountig Manger
c/o Control Point Solutions Custer Telephone Cooperative, Inc.
3655 Nort Point Pkwy, Suite 200 1101 East Main Avenue
Alphaetta, GA 30005 P.O. Box 324
Att:Eria Owens Challis, ID 83226
.
10. . SEVERAILITY "'
The services, arangements,. term and conditions of ths Agreement' were. · mutully
negotiated by the Paries as a total arangement and are intended to. be non-sevetablt"
However, if any provision of this Agreement is held by a cour or reguatory agency.of
competent jursdiction to be unenforcable, the rest of the Agreement shall remain-in fil
force and effect and shall not be affected uness removal of that provision results in a
material change to this Agreement. If a material chage as described in ths paragraph
occurs as a result of action by a cour or regulatory agency, the Paries shall negotiate in
good faith for replacement language. If replacement language canot be agreed upon
within a reasonable tie period, either Par may invoke dispute resolution procedures as
set fort in ths Agreement.
11. INDEMNIFICATION
i 1.1 Each Par (the "Indemnfyng Par") shall indemnfy and hold haress the
other Par ("Indemnified Par") from and against loss, cost, clai liabilty, daage, and
expense (including reasonable attorney's fees) to customers and other thid paries for the
followig:
(a) Damage to tangible personal propert or for personal injur proximately
caused bý the neglgence or willful misconduct of the Indemnfying Part, its employees, agents
or contractors;
(b) Notwithstadig ths indemnfication provision or any other provision in
the Agreement, neither Par, nor its parent, subsidiaries, afliates, agents, servants, or
employees, shal be liable to the other for Consequential Damages (as defined in § 12.2).
TRFIC EXCHAGE AGREEME - 12
61711S_L.DOC
11.2 Th Indemnfied Par wil notify the Indemnng Par promptly in wrting of
any claims, lawsuts, or demads by cusomers or other thd pares for which the Indemnfied
Par alleges tht the Indemnfying Par is responsible under ths Section, and, if reuested by
the Indemnfyg Par, will tender the defene of such claim, lawsut or demand.
(a) In the event the Indemng Par does not promptly assue or
diigently pursue the defense of the tendered acton, then the Indemned Par may proceed to
defend or settle said action and the Indemnfying Par shal hold haress the Indemnfied Par
from any loss, cost liability, damage and expense.
(b) In the event the Par otherwse entitled to indemfication from the other
elects to decline such indemnfication, then the Par mang such an election may, at its own
expense, assume defense and settlement of the clai, lawsuit or demand.
(c) The Pares will cooperate in every reasonable maner with the defense or
settlement of any claim, demand, or lawsuit.
12. LIMTATION OF LIABILITY
12.1 No liabilty shall attach to either Par, its parents, subsidiares, afiates, 'agent,
servants, employees, offcers, directors, or parers for daages arsing frm,ei:ors; ,JDst~es,
omissions, inteptions, or delays in the course of establishing, fuishig.reaaiging, movilg,
.tenating, changin, or providing or failing to .provide services or facilties(inchiding.th
obtaning.ovfuishig of inormation with respect thereof or with respect.tousersoftbe
servces or-facilities) in the absence of gross negligence orwilfu misconduct;
12.2 Except as otherwe provided in § 11, no Par shall be liable to the other Par
for any loss, defect or equipment failure caused by the conduct of the first Par, its agents,
seants, contractors or others actig in aid or concert with that Par, except in the cae of gross
negligence or willf misconduct.
12.3 In no event shall either Par have any liability whatsoever to the other Par for
any indirect, special, consequential, incidental or puntive damages, includig but not limted to
loss of anticipated profits or revenue or other economic loss in connection with or arising from
anytg said, omitted or done hereunder (collectively, "Consequential Damges"), even if the
other Par has been advised of the possibilty of such daages.
13. DISCLAIR
EXCEPT AS OTHERWISE PROVIED HEREIN, NEITHER PARTY MAS
ANY REPRESENTATIONS OR WARIE, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LID TO AN WARTY AS TO MERCHAABILITY OR
FITNESS FOR INTENDED OR PARTICULAR PUROSE WITH RESPECT TO
SERVICES PROVIED HEREUNER. ADDITIONALLY, NEITR PARTY
ASSUMES AN RESPONSIBILTY WITH REGAR TO THE CORRCTNESS OF
DATA OR INORMTION SUPPLIED BY TH OTHER PARTY WHN TH DATA
OR INORMTION IS ACCESSED AN USED BY A THI-PARTY.
TRAFIC EXCHANGE AGREEMENT - 13
617118JDO
14. REGULATORY APPROVAL
The Paries understad and agree that ths Agreement will be fied with the Commsion,
and to the extent reuid by FCC rules may thereafer be filed with the FCC. Each Par
covenants and agrees to fully support approval of ths Agreement by the Commssion or the FCC
under § 252(e) of the Act without modification. The Pares, however, reserve the right to seek
reguatory relief and otherwse seek redress from each other regarding performance and
implementation of ths Agreement. In the event the Commssion or FCC rejects ths Agreement
in whole or in par the Pares agree to meet and negotiate in good faith to arve at a mutualy
acceptable modifcation of the rejected portones). Furer, ths Agreement is subject to change,
modification, or cacellation as may be required by a regulatory authority or cour in the exercise
of its lawfl jursdiction.
The Pares agree that their entrance into ths Agreement is without prejudice to any
positions they may have taen previously, or may tae in futue, in any legislative, regulatory,
judicial or other public foru addrssing any mattrs, including mattrs related to the same tyes
of arangements covered in ths Agreement.
15. CHAGEINLAW
The/Pares acknowledge that theresp~tive.'rightsandobligations of each Par.asset
furt'in. ths Agreement are based. on the text. of the Act and the:,rues ,.aid.regulatioIls
., ,. .'promulgated thereunder by the FCC and theComiission as of the Effective.PateffApplinable
Rules"). ... In the . event of any amendment iOdthaAci,. any effective legislativeactiOn./or:any
effective reguatory or judicial order, rue, regulatioIl, . arbitratiorraward, dispute resolutiml,
procedurs under this Agreement or other legal action purortng to apply the provisions of the
Act to the Pares or in which the FCC or the Commssion makes a generic determation that is
generally applicable which revises, modifies or reverses the Applicable Riles (individually and
collectively, "Amended Rules''), either Par may, by providig wrtten notice to the other par,
require that the afected provisions of ths Agreement be renegotiated in good faith and ths
Agreement shall be amended accordingly to reflect the pricing, term and conditions of such
Amended Rules relatig to any of the proviions of ths Agreement
16. DISPUTE RESOLUTION
Except as provided under § 252 of the Act with respect to the approval of ths Agreement
by the Commssion, the Pares desire to resolve disputes arising out of or relating to this
Agreement without litigation, to the extent possible. Accordingly, except for action seeking a
temporary restaing order or an injunction related to the puroses of ths Agreement, or suit to
compel compliace with ths dispute resolution process, the Paries agre to use th following
dispute resolution prcedures with resect to any controversy or claim arsing out of or relating
to this Ageeent or its breach.
16. i Informal Resolution of Disputes. At the wrtten reques of a Par, each Par
wil, withn th (30) days of such request, appoint a knowledgeable, responsible representative,
empowered to reolve such dispute, to meet and negotiate in good faith to resolve any disput
arsing out of or relating to this Agreement. Th.e Pares intend that non-lawyer, business
TRFIC EXCHAGE AGREEMENT - 14
617118_L.DOC
representatives conduct these negotitions. The location, format, frquency, duration, and
conclusion of these discussions sh be left to the discretion of the representatives. Upon
agreement, th representatives may utilize other alterntive dispute resolution procedurs such as
mediation to assist in the negotiations. Discussions and corrspondence among the
representatives for puroses of these negotiatioil shall be treated as Confdential Inormtion
developed for puroses of settement, exempt from discovery, and shall not be admssible in the
arbitration described below or in any lawsuit without the concurence of all Pares. Documents
identified in or provided with such communcations, which are not prepared for puroses of the
negotations, are not so exempted and may, if otherwse discoverable, be discovered or otherwse
adssible, be admtted in evidence, in the arbitrtion or lawsuit.
16.2 Formal Dispute Resolution. Ifnegotiations fail to produce an agreeable resolution
with ninety (90) days, then either Par may proceed with any remedy available to it pursuant
to law, equity or agency mechansms; provided, that upon mutual agreement of the Pares such
disputes may also be submitted to binding arbitrtion. In the case of an arbitration, each Par .
shal bear its own costs. The Paries shall equally split the fees of any mutually agreed upon
arbitration procedure and the associated arbiter.
16.3 Contiuous Serice. The Pares sh continue providing services to each other
during t~ependency. of any~ispute resolution proceure, and the Pares shall contiue to
perform . their payment obligations iic1udirig ing payments in. accordace with ; tils
Agreement:
17. MISeEr.LANOUS~
17.1 Authorization.
(a) Custer Telephone Cooperative, Inc. is a corporation duly organzed,
valdly existig and in good standing under the laws of the State of Idaho and has full power and
authority to execute and delivery th Agreement and to perform its obligations hereunder,
subject to any necessar regulatory approval.
(b) The Verin Wireless entities listed on the signatue page of ths
Agreement are duly organd, validly existig and in good stading under the laws of the
respective states in which they are organzed. Each has fu power and authority to execute and
deliver ths Agreement and perform its obligations hereunder, subject to any necessar
reguatory approval.
17.2 Compliance. Each Pary shall comply with all applicable federal, state, and loca
laws, rues, and regulations applicable to its performce under ths Agreement. Nothg in ths
Agreement shall be consted as requig or permitting either par to contravene any
madatory requiement of federa or state law, or any regulations or orders adopted pursuant to
such law.
17.3 Independent Contractors. Neither ths Agreement, nor any actions taen by
ALL TE or Custer in compliance with ths Agreement, shall be deemed to create an agency or
joint ventu relationship between ALL TEL and Custe, or any relationship other than that of co-
carers. Neither ths Agreement, nor any actions taken by ALLTEL or Custer in compliance
TRFIC EXCHAGE AGREEME - i 5
61n18JDO
with this Agreement, shall create contractu, agency, or any other type of relationship or th
par liabilty beteen ALL TEL and Custer end users or others.
i 7.4 Force Majeure. Neither Par shal be liable for any delay or failur in
pedormce of any par of ths Agreement from any cause beyond its control and without its
fault or neglgence including, wìthout limtation, acts of natue, acts of civil or milita authonty,
governent regulations, embargoes, epidemics, terrorist acts, riots, insurections, fies,
explosions, eartquakes, nuclear accidents, floods, work stoppages, equipment failure, power
blackouts, volcanc acion, other major envinmenta distubances, unusualy severe weather
conditions or any other circumtances beyond the reasonable control and without fault or
negligence of the par afected (collectively, a "Force Majeur Event"). If any Force Majeure
Event ocurs, the Par delayed or unable to perform shall give immediate notice to the other
Par and shall take al reasonable steps to correct the Force Majeure Event. Durg the
pendency of the Force Majeure Event, the duties of the Parties under ths Agreement afected by
the Forc Majeure Event shall be abated and shall resume without liabilty thereafter.
17.5 Confdentiality.
(a) Any inonntion such as specifications, drwings, sketches, business
inormation, forecast,.. models, samples, data, computer programs and ot1tr softare anq
documentation .. of. one Pa).. (ä~dDisêlosing' Par") '.' that is' fushed or maøeavailable .ot
otherwise . disclosed to the 'other Par or any of,.its employees; contrctors, Or agents..,(its
"Representatives" aId i with a Par, a "Receiving Par") pursuat tothis Agreement
(''Proprietar Inforiation'~) shal be deemed the propert of the Disclosing Par.. Proprieta
Information, if wrtten, shall be clearly aIdconspicuouslymarked "Confdential"
"Proprietary" or other simar notice, and, if oral or visual, shall be confrmed in wrtig as
confdential by the Disclosing Par to the Receiving Par with ten (l0) days afer disclosure.
Unless Proprieta Information was previously known by the Receiving Par free of any
obligation to keep it confdential, or has been or is subsequently mae public by an act not
attibutable to the Receivig Par, or is explicitly agreed in wrting not to be regarded as
confdential, such inormation: (i) shall be held in confdence by each Receiving Par; (ii) shall
be disclosed to only those persons who have a need for it in connection with the provision of
services required to fulfll ths Agrement and shall be used by those persons only for such
puroses; and (iii) may be used for other puroses only upon such term and conditions as may
be mutually agreed to in advance of such use in wntig by the Pares. Notwithstanding the
foregoing sentence, a Receivig Par shall be entitled to disclose or provide Propnetar
Inormation as required by any govenuental authority or applicable law, upon advice of
counsel, only in accrdance with § i 7.5.b ofthis Agreement.
(b) If any Receivig Par is required by any governental authority or by
applicable law to disclose any Proprietar Information, then such Receivig Par sha provide
the Disclosing Par with wnttn notice of such requiement as soon as possible and prior to such
disclosue. The Disclosing Par may then seek appropriate protective relief from all or par of
such reuient. The Receiving Par shal use all commercially reasonable efforts to
cooperate with the Disclosing Par in attempting to obtai any protective relief which such
Disclosing Par chooses to obtai.
TRFIC EXCHAGE AGREEMENT - 16
617118JDO
(c) In the event of the expiration or termation of ths Agreement for any
reason whatsoever, each Par shall retu to the other Par or destroy al Propriet
Inormation and other documents, work papers and other material (including all copies thereof)
obtained from the other Par in connection with ths Agreement and shall use al reasonable
effort, includig instrcting its employees and others who have had access to such inormtion,
to keep confdential and not to use any such inormation, uness such inormation is now, or is
hereafer disclosed, though no act, omission or fault of such Par, in any maer mag it
available to the general public.
17.6 Governng Law. Ibs Agreement shall be govered by Federal law, where
applicable, and otherwse by the domestic laws of the State of Idaho without reference to confct
of law proviions. Notwthstanding the foregoing, the Paries may seek resolution of disputes
under ths Agreement by the FCC, the Commssion, or the Idaho State cours or federal cour, as
appropriate.
_ 17.7 Taxes. Each Par purchasing services hereunder shall payor otherwise be
responsible for all federal, state, or loca sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges levied agaist or upon such purchasing Par (or the providig Par
when such providing Par is permitted to pass along to the purhasingParsuch\taes, fees or
surcharges),.~xcept- for. any- tax on either .Pãry'scorporate ..existence, . stati.,.orinco~e,
Wheneverpdssible;these aiounts shall be_ biled as a separte iterr ontbe invoice. Totleextènt
. .asaeìs. clåimet. to .be fo~ resale tax exemption, the purchasing Par shall furnìshthe. providing
la..a proper iesale taexèIlption certficate
as authorized.. 01' t,e~uired. by statut~. or ~ati(jn
bY' thejutisdiction providing said resale ta exemption. Failùtetotimelyprovide. Buch,sefor .
resale tax èxemption certificate wil result in no exemption being available to the purchasing
Par.
17.8 Assignent. This Agreement shall be binding upon the Pares and shal continue
to be binding upon all such entities regardless of any subsequent chage in their ownershp.
Excet as provided in ths paragraph, neither Par may assign or trsfer (whether by operation
of law or otherwse) ths Agreement (or any right or obligations hereunder) to a non~afliated
par without the prior wrtten consent of the other Par which consent will not be uneasonably
wield; provided that either Par, to the extent necessar to ensure continued application of
ths Agreement to the curent carer service tenitory, may assign ths Agreement to a corporate
Afiliate or an entity under its common control or an entity acquirg all or substantially al of its
assets or equity by providig prior wrtten notice to the other Par of such assignent or
trsfer. Any attempted assignment or transfer that is not permtted hereby is void ab initio.
Without litig the generality of the foregoing, ths Agreement shal be binding upon and shal
inur to the benefit of the Pares' respective successors and assign.
17.9 Non-Waiver. Faiure of either Par to insist on performance of any term or
condition of ths Agreement or to exercis any right or priviege herunder shan not be consted
as a continuig or futue waiver of such term, condition, right or priviege.
17.10 Notices. Notices given by one Par to the other Par under ths Agreement shal
be in writing and shal be (i) delivered personally; (ii) delivered by express delivery service; or
(ii) mailed, certifed mail, retu receipt requested to the followig addresses of the Paries:
TRAFIC EXCHANGE AGREEMENT - 17
617118_l.DOC
To:ALLTEL To: Custer Telephone Cooperative,
Inc.
Altel Communcations, Inc.Custer Telephone Cooperative, Inc.
Att: Director - Wirless Interconnection Att: General Manager
One Allied Drive 1101 East Main Avenue
Mailstp: 1269-BI-F03-C P.O. Box 324
Litte Rock, Arkans 72202 Chais, ID 83226
Phone: [phone]
Fax: [phone]
With a copy to:
Cynthia A. Melilo
Givens Pusley LLP
601 West Banock Street
P.O. Box 2720
Boise, 10 83702
Qr tosiichoíhraddressaseitíer Pa,Siu designate by proper notice. . "Notiçes will~e deem~
givena,'o:/)hc.earIier of:fi),tbé ~te of,actualreceipt; (ii) the next busin,ess daywb,n nottçeis'
.sentvia.oY~righi express,Iml or persona 1 delivery; or (iii) thee (3) days. !ier mai1ingin; t1e
.caseof~rtified.U.S,. Mail. .. .
17.11 . Publicity and Use of Trademarks or Service Marks. Neither par nor its
subcontrctors or agents shall use the other Par's trademarks, servce marks, logos or other
proprietary trade drss in any advertsing, press releases, publicity mattrs or other promotional
materals without such Par's prior writtn consent.
17.12 Joint Work Product. This Agreement is the joint work product of the Paries and
has been negotiated by the Pares and their respective counsel and shal be fairly interpreted in
accordance with its terms. In the event of any ambiguities, no inerences shall be drwn agait
either Par.
17.13 No Third Par Beneficiaries; Disclaier of Agency. Ths Agreement is for the
sole benefit of the Pares and their permtted assigns, and nothng herein expressed or implied
shal create or be constrd to create any thid-par beneficiar rights hereunder. Except for
provisions herein expressly authorizing a Par to act for another, nothg in ths Agrement
shall constitute a par as a legal representative or agent of the other Par; nor shall a Par have
the right or authority to assume, create or incur any liabilty or any obligation of any kid,
express or implied, againt, il the name of, or on behalf of the other Par, uness otherwise
expressly permtted by such other Par. Except as otherwse expressly provided in ths
Agreement, no par undertakes to perform any obligation of the other Par, whether reguatory
or contractual or to assume any responsibilty for the maagement of the other Par's business.
17.14 No License. No license under patents, copyrights, or any other intellectual
prope right (other than the limted license to use consistent with the terms, conditions and
TRAFIC EXCHGE AGREEMET - is
617118JDO
restctions of this Agreement) is granted by either Par, or shall be implied or arse by estoppel
with respect to any tranactions contemplated under ths Agrement.
17.15 Teclmology Upgrades. Nothg in this Agrement shal lit either Pares'
abilty to upgrade its network though the incorporation of new equipment, new softe or
otherwse, provided it is to industr standards, and that the Par initiatig the upgrde shall
provide the other Par wrtten notice at least ninety (90) days prior to the incorporation of any
such upgrade in it's network which wil materially impact the other Par's service. Each Par
shall be solely responsible for the cost and effort of accommodating such changes in its own
netork.
17.16 Entire Agreement. The term contaied in this Agreement and any Schedules,
Exbits, tars and other documents or instrents referred to herein are herby incorporated
into this Agreement by reference as if set fort fully herein, and constitute the entire agreement
between the Paries with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communcations, oral or wrtten. Neither Par shall be
bound by any preprited terms additional to or different from those. in ths Agreement that may
appea subsequently in the other Par's form docwnents, purchase orders, quotations,
acknowledgr~llts,invoices or other communications. Ths Agreement may only be m()difiedby
a Wri,tigsi.gnedlWat;oficer.ofeach Par. .
(End of Te:xt; Signatue Page Follows)
TRFFIC EXCHGE AGREEMENT - 19
6171 18JDOC
IN WI1NSS WHREOF, the Pares hereto have caused ths Agrement to be executed
as of the dates listed below.
Alltel Communications, LL CUSTER TELEPHONE
COOPERATIV, INC.
ID Holding LLC
By WWC Licenses, LLC, Its
Managing Member BY:~cL~
Name: DeNIS L. /HOa:
Title: $GNFef ,iAN~
aate: 8/18/01~ .
B~~
Name: Walter L. Jones, Jr.
Title: West Area Vice President -
Network l ~
Date: ì J z,s.Z ,.r l
AUtêiqimmunicati~ns, LLC by the
M~i:agement :Irustee (for the Divested
Propertes)
By: 13~!J ~
Name: Barbara P. Bonds
Title: Trut Counsel
Date: 8/7 ) of
TRAFFIC EXCHANGE AGREEMT - 20
617118JDO
ATTACHNT A
Reserved for Fute Use
AITACHNT A
C:\Nd'l\PDM1\6171IS_I.DOC