20090819Application.pdf

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Cyntha A. Melilo (ISB No. 5819)
Michael C. Creaer (ISB No. 4030)
GIVENS PURSLEY LLP
601 West Banock Street
P.O. Box 2720
Boise, Idaho 83701-2720
Offce: [phone]
Fax: [phone]
ww.givenpurley.com
Attorneys for Custer Telephone Cooperative, Inc..
20n9 AUG 19 PM I: 34
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION FOR APPROVAL OF
NEGOTIATED AGREEMENT BETWEEN
CUSTER TELEPHONE COOPERATIVE,
INC. AND VERIZON WIRELESS
Case No.: ÇV$+Oq-ò3
APICATION FOR ApPROVAL OF
NEGOTIATED AGREEMENT
1. Custer Telephone Coopetive, Inc. (~uster, thugh its attorneys Givens
Puley LLP, hereby files ths Application for Approval of Negotiated Agrent (~Agrentj
betee Custer and Verzon Wireless (VA W) LLC d//a Verzon Wireless; Cellco Parerhip
d//a Verzon Wireless; Cellular Inc. Financial Corpration d//a Verzon Wireless; Idao RSA
2 Limited Parerhip d//a Verzon Wireless; Idaho RSA 3 Limited Parerhip d//a Verzon
Wireless; Idao 6-Clark Limited Parerhip d//a Verzon Wireless; RCC Minnesta, Inc. d//a
Verzon Wireless (collecively, U,Verzonj. A copy of the Agreeent is submitted herewith.
2. This Agreement was reached thugh volunta negotiations beeen Custer and
Verzon and is submitted for Commssion review and apprval purt to Section 252(e) of the
Telecmmuncations Act of 1996.
3. Secon 252(e)(2) of the Telecmmuncations Act of 1996 direts tht a stte
Commssion may reect an agrent reached thugh volunta negotiations if the Comsson
APPLICATION FOR APPROVAL OF NEGOATE AGREEN
63950 -'DO
Pag i of4
finds that: the agreeent discrminates against a telecmmuncations carer not a par to the
agreeent; or the implementation of the agreeent is not consistent with the public intert,
convenence and necessity.
4. Custer respetfully submits that the Agreeent does not discrminate and is
consistent the public interest, and, therefore reuests tht the Commission appve ths
Agreeent expeditiously. Approval of this Agreeent will enable the pares to implement the
Agreeent and provide their respecive customer with incrased local telecmmuncations
serces choices.
5. The designated repesentative of each Par, for purse of reponding to
inquiries in this matter is:
For Custer:
Custer Telephone Coopetive, Inc.
Att: Gener Manager
1101 East Mai Avenue
P.O. Box 324
Challs, ID 83226
With copy to:
Cyntha A. Melillo
Given Puley LLP
601 W. Banock Stree
P.O. Box 2720
Boise,ID 83701-2720
For Verzon:
Verzon Wireless
Att: Direcor, Wireline Interconnecion
One Verzon Place
Alphar, GA 300
With copy to:
Veron Wireles
Att: Regatory Counsel, Interconnection
1300 I Str, NW Suite 400W
Washigton, DC 2005
APPLICATION FOR APPROVAL OF NEGOATED AGREEMENT
6395O_I.DO
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6. Ths Agreement does not affect the rights of non-pares and expeitious approval
would fuher the public interest. Therefore, Custer reuests that the Commssion approve ths
Agreement without a hearng.
DATED ths 19th day of August 2009.
~aY!lfaCynthilo ~
Attorneys for Custer Telephone Cooperative, Inc.
APPLICATION FOR APPROVAL OF NEGOATED AGREEMENT
639$O(U.DO
Page 3 of4
CERTlßCATE OF SER~CE
I hereby cerify that on this 19th day of Augut 2009, I sered a tre and correc copy of
the foregoing by deliverg it to the following individuals by the method indicated below,
addressed as stated.
Jean Jewell, Secetar
Idaho Public Utilties Commission
472 West Washington Street
P.O. Box 83720
Boise, ID 83720-0074
x U.S. Mail
Facsimile
Overght Mail
Hand Deliver
E-mail
Verzon Wireless
Att: Director, Wireline Interconnection
One Verizon Place
Alpharetta, GA 30004
x U.S. Mail
Facsimile
Overght Mail
Hand Deliver
E-mail
Verzon Wireless
Att: Regulatory Counel, Interconnecon
1300 I Street, NW Suite 40W
Washigton, DC 2005
x U.S. Mail
Facsimle
Overght Mail
Hand Deliver
E-mail
~dMJ
Cynt a A. Melillo
APPLICATION FOR APPROVAL OF NEGOATED AGREEMENT
639S0(U.DO
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TRAFIC EXCHAGE AGREEMENT
. BETWEEN
CUSTER TELEPHONE COOPERATIVE, INC..
AND
VERION WIRELESS
TRAFIC EXCHAGE AGREEMENT
This Trafic Exchange Agreement ("Agreement") is effective as of the 1st day of March
2009 (the "Effective Date''), by and between Custer Telephone Cooperative, Inc. ("Custer") with
offces at 1101 East Main Avenue. P.O. Box 324, Challs, Idaho 83226, and the Verizon
Wireless entities listed on the signatue page of ths Agreement, individually and collectively
doing business as Verizon Wireless (collectively "VZW") each with an offce and pricipal place
of business at One Verizon Way, Basking Ridge, New Jersey 07920.
RECITAL
WHEREAS, Custer is an incumbent Local Exchange Carrier in the State ofIdaho; and
WHEREAS, VZW is a Commercial Mobile Radio Service provider of two-way mobile
communcations services operatig within the State ofIdaho; and
WHEREAS, the Paries acknowledge that Custer is entitled to maintai that it is a rural
telephone company (as defmed in 47 U.S.C. 153) as provided by 47 U.S.C. 251(f). By entering
into ths Agreement, Custer is not waiving its right to maintain that it is a rural telephone
company and its right to maintain that it is exempt from § 251(c) under 47 U.S.C. 251(f) oftheAct; and .. -
WHEREAS, Custer and VZWexchange calls between their networks and. wish to
establish trafc exchange and compensation arangements for exchanging traffc as specifed
below.
NOW, THREFORE, in consideration of the mutual provisions contaned herein and
other good and valuable consideration, the receipt and suffciency of which are hereby
acknowledged, Cuser and VZW hereby agree as follows:
1. DEFINITIONS
Special meanngs are given to common words in the telecommunications industr, and coined
words and acronym are common in the custom and usage in the indus. Words used in this
contract are to be understood according to the custom and usage of the telecommunications
industr, as an exception to the genera rule of contract interpretation that words are to be
understood in their ordinar and popular sense. In addition to ths rule of interpretation, the
following terms used in ths Agreement shall have the meanngs as specified below:
1.1 "Act" means the Communications Act of i 934, as amended.
1.2 "As Defined in the Act" means as specifically defined by the Act, as may be
interreted from time to time by the FCC, the Commission, Idao State courts. or federal cours.
1.3 "As Described in the Act" means as described in or required by the Act. as may
be interpreted from time to time by the FCC, the Commission, Idaho State cour, or federal
cour.
TRIC EXCHAGE AGREEME - 1
1.4 "Affliate" mean a person that (directly or indictly) owns or controls, is owned
or controlled by or is under common ownership or control with, another person. For puroses of
this paragraph, the term "own" mean to own an equity interest (or the equivalent thereof) of
more than ten (10) percent.
1.5 "Central Offce Switch" means a switch used to provide Telecommunications
Services, including, but not limted to:
(a) "End Offce Switch" is a switch in which the subscriber station loops are
termnated for connection to either lines or trnks. The subscriber receives ternating,
switching, signaling, transmission, and relate fuctions for a defined geographic area by meas
of an End Office Switch.
(b) "Remote End Offce Switch" is a switch in which the subscriber station
loops are terminated. The control equipment providing terminatig, switching, signaling,
trnsmission, and related functions would reside in a host offce. Local switching capabilties
may be resident in a Remote End Office Switch.
(c) "Host Office Switch" is a switch with centralized control over the
fuctions of one or more Remote End Offce Switches. A Host Office Switch can serve as. an
end offce as well as providing services to other remote end offces requig termiating,
signaling, tramission, and rel8:ted fuctions including local switchig.
(d) "Tandem Office Switch" is a switching systein that establishes trunk.to-
Ir connections. Local tandems switch calls from one end office to another within the same
geographic area, and access tandems switch traffic from host or end offices to and from an
Interexchange Carrier. A Tandem Office Switch can provide host offce or end offce switching
functions as well as the tandem functions.
1.6 "Commercial Mobile Radio Services" or "CMRS" means a radio communcation
service between mobile stations or receivers and land stations, or by mobile stations
communicating among themselves that is provided for profit and that makes interconnected
service available to the public or to such classes of eligible users as to be effectively available to
a substatial porton of the public. 47 C.F.R. § 20.
1.7 "Comiission" means the Idaho Public Utilities Commission.
1.8 "Extended Area Service" or "EAS" is as defined and specified in Custer's then
curent General Subscriber Servces Tarff
1.9 "Effective Date" means the date first above wrtten.
1.10 "FCC" means the Federal Communications Commssion.
1.11 "Interconnection" for puroses of ths Agreement is the lining of Custer and
VZW networks for the exchage of telecommunications traffic described in th Agreement.
TRAFFIC EXCHANGE AGREEME - 2
1.12 "Interexchange Carier" or "IXC" means a carier, other than a CMRS carer,
that provides or carries, directly or indirectly, InterLATA Service or IntraLATA Toll Traffc.
1.13 "InterLATA Service" means telecommuncations between a point located in a
local access and tranport area and a point located outside such area.
1.14 "IntraLATA Toll Traffic," mean those station calls that originate and termnate
within the same local access and transport area and that are cared outside Custer's Local
Service Area.
1.15 "Local Access and Transport Area" or "LAT An means a contiguous geographic
area:
(a) Established before Februar 8, 1996, by a Bell operating company such
tht no exchange area includes points with more than one (1) metropolitan statistical area,
consolidated metropolitan statistical area, or State, except as expressly permtted under the
AT&T Consent Decree; or
(b) Established or modified by a Bell operatig company after Februar 8,
1996, and approved by the FCC.
1.16 "Local Service Area" means, for VZW, Major Tradig Area Number 36 (Salt
Lake City) and for Custer, its local caling area contaned in Custer's then current General
Subscriber Services Tarff.
1.17 "Local Traffic" is defined for all puroses under this Agreement as Local Servce
Area trffc that is originated by a customer of one Part on that Part's network, and terinates
to a customer of the other Part on the other Part's network with the same Major Trading
Area (MTA). Local Trafc may be hadled pursuat to an approved interconnection agreement
between the originating Part and a carrier which performs only a contractual transiting fuction
for the originatig Pary in lieu of a direct connection between the Pares, provided that the
service provided by VZW is a two-way mobile service. For purposes of determing originating
and terminating points, the origintig or termnating point for Cuter shall be the end offce
servig the callng or called par, and for VZW shall be the originating or terminting cell site
location whch servces the callng or called par at the beginng of the calL.
1.18 "Local Exchange Carrier" or "LEC" means any person that is engaged in the
provision of telephone exchange service or exchange access. Such term does not include a
person insofar 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 definition of such term. 47 U.S.c. § 153(26).
1.19 "Major Trading Area" or "MTA" mean the Major Trading Area designated by the
FCC which is the service area based on the Rad McNally 1992 Commercial Atlas & Marketig
Guide, 123rd edition, at pages 38-39, as fuer specified or modified by 47 C.F.R. § 24.202(a) or
other applicable law.
TRFIC EXCHAGE AGREEMNT - 3
1.20 "Mobile Station" mean a radio-communcation station capable of being moved
and which ordinarily does move. 47 U.S.C. § 153(28).
1.21 "Non-Local Traffic" means all traffc tht is not Local Traffic as defined in § 1.17
hereof and includes IntraLATA Toll Trafc.
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 with the Nort American Numbering Plan scope to which a call is routed to (i.e.,
NP A/-XX).
1.23 "NX means the thee-digit code, which appears as the fist three digits of
seven-digit telephone numbers within a valid NPA or area code.
1.24 "Par" means either Custer or VZW, and "Pares" means Custer and VZW.
1.25 "Point of Interconnection" or "POI" mean the mutually agreed upon point
between the Parties' respective networks where an originating Par's traffc is deemed to be
handed off to the terminating Par's network.
i. ::'~
1.26 "Rate Center" means the specific geographic point and corresponding geographic
area that is associate with one ormoreNPA-NX codes that havef,been 'assigned to an
incumbent LEC for its provision of exchange servces. . .'.
1.27 "Reciprocal Compensation" means an arrangement between two carriers in which
each receives the same compensation rate from the other carrier for the transport and termination .
on each carier's network of Local Traffic, as defined in § 1.17 above, that originates on the
network facilities of the other carier. Compensation, regardless of the Part that receives it, is
symmetricaL.
1.28 "Telecommuncations" means the transmission, between or among points
specified by the user, of information of the user's choosing, without change in the form or
content 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 Carier" means any provider of telecommuncations
services, except that such term does not include aggregators of telecommunications services (as
defied in 47 U.S.C. § 226(a)(2)). A Telecommunications Carrier shall be treated as a common
carier under this chapter only to the extent that it is engaged in providing telecommunications
services, except that the Federal Communications Commssion shal determe whether the
provision of fixed and mobile satellte service shall be trèated as common cariage. 47 U.S.C.
§ 153(44).
1.31 "Telecommuncations Servces" means the offerig of Telecommunications for a
fee directly to the public or to such classes of users as to be effectively available directly to the
public, regardless of the facilities used.
TRAFFIC EXCHANGE AGREEMENT - 4
1.32 "Terination" mean the switching of Local Trafc at the terminating carer's
end office switch, or equivalent facilty, and delivery of such trafc to the called Par's
premises or mobile handset.
1.33 "Transiting Traffc" is traffc that originates from one provider's network,
"transits" one or more other provider's network substantially unchanged, and termnates to yet
another provider's netork.
1.34 "Transport" means the transmssion and any necessar tadem switchig of Local
Trac subject to § 251(b)(5) of the Act from the Point of Interconnection between the two
carrers to the terminating caer's End Office Switch that directly serves the called part, or
equivalent facilty provided by a carier other than an incumbent LEC.
1.35 "Type 2 Service" often referred to as a tr side connection, is a service that
involves interconnection to a telephone company end offce (Type 2-B) or tandem (Type 2-A).
2. INTERRETATION AND CONSTRUCTION
All references to Sections, Exhbits and Schedules shall be deemed to be references to
Sections of, and Exhibits and Schedules to, ths Agreement unless the eontextshall otherwise
requi. The headings of the Sections and the term are inserted for convenIence,:ufrêferencê
;. only and ar not intended to bea par of or to affect the meaning of this Agieement. Unless the
"context shall otherwse require, any reference to any agreement,. other instrment,'or thrd par
~offering~ guide or practice, statute, regulation, rule or tariff is for convenience: "of mefe:rence .only
and is not intended to be a part of or to affect the meanng of a rile or'tarffasaiended and
supplemented from time-to-time (and, in the case of a statute, regulation, nie or taff to any
successor provision).
3. SCOPE
3.1 This Agreement is intended, inter alia, to describe and enable specific traffc
exchange and Reciprocal Compensation arangements between the Partes. This Agreement
does not obligate either Par to provide arangements not specifically provided for herein.
3.2 This Agreement sets fort the terms, conditions, and rates under which the Pares
agree to interconnect the CMRS network of VZW and the ILEC network of Custer for puroses
of exchanging Local Service Area traffic, provided that the service provided by VZW to its
cusomer is a two-way mobile service as defied in 47 U.S.C. § 153(27). This Agrement does
not cover VZW one-way paging service traffc or fixed wireless. VZW does not currently
provide fied wireless services in Custer's Local Servce Area. VZW agrees that it will provide
Custer prior notice of its intent to launch fixed wireless servces in Cuter's Local Service Area.
Upon Custer's recipt of such notice, the Paries agree to negotiate an appropriate agreement or
an Amendment to ths Agreement, which will address the exchange of such trafc.
3.3 This Agreement relates to exchange of traffc between Custer and VZW. VZW
represents that it is a CMRS provider of telecommunications services to subscribers in MTA No.
36 (Salt Lake City). Additions or changes to VZW's NPAJXXs will be as listed in Telcordia's
TRAFIC EXCHAGE AGREEME - 5
Local Exchange Routing Guide ("LERG") under Operating Company Number ("OCN") 6565 in
Idaho.
3.4 This Agreement is limted to Custer end user customers' traffc for which Custer
ha taiff authority to car. Custer's NP AI(s) are listed in the LERG under OCN 2218.
3.5 Any amendment, modification, or supplement to ths Agreement must in writing
and signed by an authoriz representative of each Par.
4. SERVICE AGREEMENT
4.1 Description of Arangements. This Agreement provides for the following
interconnection and arangements between the networks of Custer and VZW. Additional
arngements that may be agreed to in the futue wil be delineated in Attachment A to this
Agreement. An NP AI assigned to VZW shall be treated as Local Service Area trafc and
included in any EAS calling scope, or similar program, to the same extent as any other
incumbent LEC's NPAIN in the same rate center provided that VZW assign numbers from
such NP A/ to customers withi the Local Service Area of Custer and VZW has network
facilities to serve such custmers.
A.2 Indirec1lnterconnection
The Paries mayjnterc(lnnect their.networks indirectly via a.third party tandem provider
("Third Pary Tandem Provider") in order to exchange Local Traffc.
ThePares agree that to the extent Local Traffic is exchanged indirectly via a Third Party
Tandem Provider, the originating Par is responsible for any transit fees imposed by the
Third Par Tandem Provider. The Parties agree ths will in no way prejudice any
position either Pary may take regarding fmancial responsibilty for charges by Third
Par Tandem Providers with respect to futue agreements or regulatory or legislative
proceedings.
This arrangement of indirct interconnection wil be subject to renegotiation if by change
of law or for any other reason the Thid Par Tandem Provider no longer offers the
transiting service.
4.3 Direct Interconnection:
Should trc volumes exceed one milion Miutes of Use (MOll per month for three
(3) conseutive months, or upon VZW's request, Custer and VZW hereby agree to
establish a diect connection to route landline-to-wireless and wireless-to-Iandline Local
Trac. VZW and Custer shall work cooperatively to implement direct interconnection
arangements. For direct interconnection, the POI shall be at Syringa Networks' LATA
tandem in Boise, Idaho.
4.4 Once direct interconnection is estblished, both Partes wil use best efforts to
route Local Servce Ar calls to the other Party over the direct interconnection facilties
TRAFFIC EXCHANGE AGREEMENT - 6
except in the case of an emergency, temporary equipment failure, or blockig of existing
diect interconnection facilities.
4.5 Each Part will perform local number portabilty ("LNP") database queries on its
originated trafc prior to routing any of its originated traffic over the diect
interconnection facilties, and wil only route traffic over the direct intercomiection
facilties to the extent the local routing number ("LRN") retued from such queries
belongs to the other Part.
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 traffc described in § 4 and in Attachment A,
as applicable. For the puroses of biling compensation for Local Traffic, biled minutes wil be
based upon actul usage recorded and/or records/reports provided by the transiting carer.
Measurd usage begins when the termnating recordig switch receives answer supervsion from
the caled end-user and ends when the terminating recording switch receives or sends disconnect
(release message) supervision, whichever occurs first. The measured usage is aggregated. at the
end of the measurement cycle and rounded to a whole minute. Biling for LocaiHTrà:fcLshallbe
based onthe aggregated measurd usage less traffc recorded as local that is'deemed Non-Løcali
Trac based on the default factor provided in §5.3(e).'"'
The rate for Reciprocal Compensation shall be $0.025 per minute.
The Pares agree to bil each other for Local Traffic as described in this Agreement
uness the Local Traffic exchanged between the Pares is balanced and falls with an agreed
upon theshold ("Trafc Balance Theshold''). The Paries agree that for purposes of ths
Agreement, the Trac Balance Theshold is reached when the Local Trafc exchanged falls
between 48% / 52% in either the wieless-to-landline or landline-to-wieless direction. When the
actual usage data for three (3) consecutive months indicates that the Local Traffc exchanged,
both directly and indirectly, falls with the Traffc Balance Threshold, then either Party may
provide the other Par a written request, along with verifiable information supportg such
request, to eliminate biling for Reciprocal Compensation per miute. Upon writtn consent by
the Par receiving the request, which shall not be witheld unreasonably, there wil be no biling
for Reciprocal Compensation on a going forward basis unless otherwse agreed to by both
Pares, in writing. The Parties' agreement to elimiate biling for Reciprocal Compensation
caries with it the precondition regarding the Traffic Balance Threshold discussed above.
5.2 Traffc Subject to Switched Access Compensation.
Access chages apply to all Non-Local Trafc originated on VZW's network and
delivered to Custer for termiation to its customers as described in § 4 and Atthment A, as
applicable. VZW shall compensate Custer at Custer's applicable access tariff rates for all VZW-
originated Non-Local Traffc only to the extent that such VZW-originated Non-Local Traffic is
not handed off to an Interexchange Carer for delivery to Custer.
TRIC EXCHANGE AGREEMENT - 7
5.3 Calculation of Payments and Billng.
(a) VZW will compensate Custer for Local and Non~Local Trafc delivered
to Custer for termination to its cusomers, as prescribed and at the rates provided in §§ 5.1 and
5.2. Custer will compensate VZW for Local Traffc originated by Custer customers on Custr's
network and delivered to VZW, for termation to its customers, as prescribed in § 4 and at the
rate provided in § 5. i .
(b) Custer shall prepare a monthly biling statement to VZW, which will
separately reflect the calculation of Reciproca Compensation, Switched Access Compensation,
if applicable and total compensation due Carner. Billng shall be based on actual measured
usage, when available. If actul measure usage is not available, the Parties agree the usage form
the Thd Part Transit Provider may be used for biling by Custer.
(c) VZW shall prepare a monthy billng statement to Custer reflecting the
calculation of Reciprocal Compensation due VZW. Billng shall be based on actual measured
usage, when available. Alternatively, if VZW does not measure the land-to-mobile usage data,
then VZW may bil using a factor that is based on each Par's proportion of the originating
Local Traffc to total Local Traffic exchaged between the Paries. This estimated percentage is
referred to as the Traffc Factor and is listedbeiow.The'Páriesagre:t~rellew the Tr~ffc
,('?Factor on a periodic basis and, if watrantedby the actual usage; rèvisèddtleTraffc Factor
appropriately.
Land40-Mobile 25%
Mobile-to-Land 75%
(d) Custer will prepare its bill in accordace with its existing CABS /
SECABS billng system. The Parties wil mae an effort to conform to current and future OBF
(CABS BOS) stadards, insofar as is reasonable. In addition, the Parties will abide by all
signalin stadards as described in § 7.78. VZW wil prepare its bil in accordance with its
existig process for biling Reciprocal Compensation using the following formula:
VZW shall use the Carier mobile-to-Iand Miutes of Dse ("MODs) to calculate
the land-to-mobile MOUs by dividing the mobile-to-Iand MODs by 75% to arrive
at 100% of the total trafc. The mobile-to-land minutes are then subtracted from
the 100% value to arve at the 25% land-to-mobile miutes VZW would bil
Carer. (Ex.: 100,000 MODs are detened to be mobile-to-Iand. 100,000 is
divided by 75% to arive at 133,333 MODs total traffic exchanged. 100,000 is
then subtracted from 133,333 to arve at the land-to-mobile MODs of 33,333 that
VZW will bil Carier.)
VZW may elect to have Carrer render a "net bil" to VZW by applying the net
rate of $0.0167 (reciprocal compensation rate of $0.025 net of adjustment for
land-to-mobile traffc based upon a 75/25 traffc factor to the tota MODs of
trffc originated by VZW and terminated to Carrier) as measured by Carier or
provided by the Thid Par Transit Provider in lieu of VZW submitting invoices
TRAFIC EXCHANGE AGREEMENT - 8
to Carrer for Reciprocal Compensation for land40-mobile trafic as described
above.
If net biling has been implemented, VZW shall provide Carrier at least sixty (60)
days prior written notice when changing its election to perform its own biling.
In the event the traffc exchanged between the Pares is de minimis such tht the
tota minutes exchanged between the Paries is less than 5,000 minutes of use for
a one-month period, Carrier may elect that the de minimis level of trafc shall be
trported and termted on a bil and keep basis.
(e) Recognzig tht Custer has no way of measuring the Non-Local Trafc,
and in the event that VZW doses not track the usage inormation required to identify the Non-
Local Traffic originated or terminated by Custer, both Paries agree to use a default factor of zero
percent (0%) as an estimate of Non-Local Trafc. The actual recorded usage shall be the basis
for biling when available and verifiable.
(f) Each Part may request to inspect, during normal business hour, the
records which are the basis for. any montly bil issued by the other Par and to request copies
thereof provided that the requested records do not exceed twelve (12) months in age from the
datethemonthlybilcontainirgsâid tecordinforma.tidnwas issued. F.'
(g) No Par shall bil the other Party for trafc that is older than twelve (12)
months or that predates tbs Agreement.
6. NOTICE OF CHAGES
If a Par contemplates a change in its network, which it believes wil materially affect
the inter-operability of its network with the other Par, the Par makng the change shall
provide at least ninety (90) days advance written notice of such change to the other Par,
provided, however, that this provision shal not apply to changes necessitated by emergencies or
other circumstances outside the control of the Part modifying its network.
7. GENERAL RESPONSIBILITIES OF THE PARTIES
7.1 Each Part is individually responsible to provide facilities within its network
which are necessa for routing, transporting and, consistent with § 5, measurng and biling
traffc from the other Par's network and for delivering such traffic to the other Par's network
in an acceptable industr standard format, and to termate the traffc it receives in that
acceptable industr standad format to the proper address on its network. The Pares are each
solely responsible for parcipation in and compliance with national network plans, including The
National Network Securty Plan and The Emergency Preparedness Plan. Neither Par shall use
any service related to or use any of the services provided in this Agreement in any maer that
prevents other persons from using their service or destroys the normal quality of service to other
carriers or to either Par's customers, and subject to notice and a reasonable opportnity of the
offendig Par to cure any violation, either Par may discontiue or refue service if the other
Part violates this provision.
TRAFIC EXCHNGE AGREEMENT - 9
7.2 Each Par is solely responsible for the services it provides to its cusomers and to
other Telecommunications Carriers.
7.3 Each Par is responsible for managing NX codes assigned to it.
7.4 Each Par is responsible for obtaing Local Exchange Routing Guide ("LERG")
listings of the Common Language Location Identifier ("CLLI") assigned to its swtches.
7.5 Each Par agrees to adhere to the blocking requirements for interconnection
(P.01) as provided in Telcordia documentation GR145 - Core Compatibilty for Interconnection
of a Wireless Service Provider and a Local Exchange Company Network.
7.6 SS7 Out of Band Signaling (CCS/SS7) shall be the signalig of choice for
interconnectig trus where techncally feasible for both Parties. Use of a thid~par provider
of SS7 tr for connectig VZW to the Custer SS7 systems is perntted. Such connections
will meet generally accepted industry technical standards. Each Part is responsible for its own
SS7 signaling and therefore, neither Part wil bil the other SS7 signaling charges.
7.7 Each Party shall be responsible for its own independent connections to the
911Æ911 network.
Áli originating .t~ffc shall contain basic call information witlthe Initial,
. Address Message (lAM) such .as the. callng number, charged number, GeJiericiAddr~ss
Pareter Ported Dialed Number (GAPPDN), Translated Called Number Tndicatorof Forward
Call Indicators. (Fei Bit-M) either the Jurdictional Information. Parameter (JIP)OFthe
Originatig Location Routing Number (LRN). The TIP or OriginatingLRN must. be tmiq'Uèto
the Mobile Switching Center (MSC). Altering of data parameters withi the lAM shall not be
permttd.
8. TERM AND TERMATION
8.1 Subject to the provisions of § 14, the initial term of this Agreement shall be for a
two-year term ("Term"), which shall commence on the Effective Date. This Agreement shall
automatically renew for successive twelve (12) month periods, unless not less than six (60)
days prior to the end of the Term or any reewal term, either Par notifies the other Par of its
intent to terminate this Agreement or negotiate a new agreement. In the case of a notice to
terminate, the other Party may request negotiation of a successor agreement prior to the end of
the then-curent term of this Agreement.
If either Party requests the negotiation of a successor agreement, during the period
of negotiation of the successor agreement as described above, then during the period of
negotiation of the successor agreement each Par shall continue to perform its obligations and
proyide the services described herein until such time as the successor agreement becomes
effective. The rates, terms, and conditions applying durg the interim period between the end of
the then-curent term of ths Agreement and the effective date of the successor ageement is
executed shall be trued-up to be consistent with the rates, terms and conditions of the successor
agreement reached thrugh negotiation or arbitration.
TRFIC EXCHANGE AGREEMET - 10
If the Parties are unable to negotiate a successor agreement withn the statutory
time frame set for negotiations under the Act, then either Pary has the right to submit this matter
to the Commission for resolution pursuant to the sttutory rules for arbitration under the Act. If
the Partes are unble to negotiate a successor agreement by the end of the statutory time fre,
or any mutually agreed upon extension thereof, and neither Par submits this matter to the
Commssion for arbitrtion, then the Agreement shall terminate at the conclusion of the statutory
time frame or at the end of the extension to the statutory time frame.
8.2 Upon termnation or expiration of this Agreement in accordance with ths Section:
(a) Each Part shall comply immediately with its obligations as set fort
herein;
(b) Each Part shall promptly pay all amounts (including any late payment
charges) owed under ths Agreement;
(c) Each part's indemnification obligations shall suive termition or
expiration of ths Agreement.
8.3 Either Par may termnate this Agreement in whole örinparinthffevent ofa
default of the other Par, provided, however, that the non-defaulting Par nótifies'thedefaulting
Par in writing-of the alleged defaùlt and the defaulting - Par does not. implement mùtually
acceptable steps to remedy such alleged default with thirty (30) days.afterreceipt!of writtn
n.otice thereof.
9. BILLING AND PAYMENT
9.1 The Paries agree tht disputed and undisputed amounts due under this Agreement
shall be handled as follows:
(a) If any porton of any amount due to a Par (the "Biling Par") under this
Agrment is subject to a bona fide dispute between the Paries, the Party biled (the "Non-
Paying Par") shall, with thir (30) days of its receipt of the invoice containng such disputed
amount, give written notice to the Biling Par of the amounts it disputes ("Disputed Amounts")
and include in such notice the specific detals and reasons for disputig each item. The Non-
Paying Pary shall pay when due all undisputed amounts to the Biling Par. The Pares will
work together in good faith to resolve issues relating to the disputed amounts. If the dispute is
resolved such that payment of the disputed amount is required, whether for the original amount
or for the settlement amount, the Non-Paying Part shall pay the full disputed or settlement
amounts with interest at the lesser of (i) one and one-half percent (1 ~%) per month or (n) the
highest rate of interes that may be charged under Idaho applicable law. In addition, the Billing
Par may intiate a complaint proceeding with the appropriate regulatory or judicial entity, if
unpaid undisputed amounts become more than niety (90) clys past due.
(b) Any undisputed amounts not paid when due shal accrue interest from the
dae such amounts were due at the lesser of (i) one and one-half percent (l ~%) per month or (ii)
the highest rate of interest that may be charged under applicable Idaho law.
TRFIC EXCHANGE AGREEMEN - i J
(c) Undisputed amounts shall be paid with thrt (30) days of receipt of
invoice from the Billng Par.
9.2 All invoices under this Agreement shall be sent to:
Verizon Wireless Custer Telephone Company, Inc.
Direct Telecomi Offce and Accounting Manager
Verizon Wireless Custer Telephone Cooperative, Inc.
15505 Sand Canyon Ave., Bldg D-l 1101 East Main Avenue
Irve, CA 92618 P.O. Box 324
949-286-7442 Challs,ID 83226
10. SEVERABILITY
The services, arrangements, terms and conditions of this Agreement were mutually
negotiated by the Paries as a total arangement and are intended to be non-severable.
However, if any provision of ths Agreement is held by a cour or regulatory agency of
competent jursdiction to be unenforceable, the rest of the Agreement shall remain in ful
force and effect and shall not be afected unless removal of that provision results in a
mate?al. change to ths Agreement. . If a material change as descrbed in ths. páragraph
occurs as a result of action by acòur or regulatory agency , the Pattes shall negotiate in
.good faith Tor replacement language. If replacement lahguge~aròt be~greedup()nj
..within!a reasonable time period, either Partyniay invoke dispute resolution procetluresas
set forth in this Agreement.
11. INEMNIFICATION
11.1 Each Pary (the "Indemnfying Par") shall indemnfy and hold hamless the
other Par ("Indemfied Par") from and against loss, cost, claim liability, damge, and
expense (including reasonable attorney's fees) to customers and other thid paries for the
following:
(a) Damage to tangible personal property or for personal injury proximately
caused by the negligence or wilful misconduct of the Indemnifying Par, its employees, agents
or contractors;
(b) Notwithstading this indemnification provision or any other provision in
the Agreent, neither Par, nor its parent, subsidiares, affiliates, agents, servants, or
employees, shall be liable to the other for Consequential Damages (as defmed in § 12.2).
11.2 The Indemnifed Party wil notify the Indemnifying Par promptly in wrting .of
any claims, lawsuits, or demands by customers or other third pares for which the Indemnified
Part alleges that the Indemnifying Par is responsible under this Section, and, if requested by
the Indemnfying Pary, wil tender the defense of such claim, lawsuit or demand.
(a) In the event the Indemnifying Par does not promptly assume or
diligently pursue the defense of the tendered action, then the Indemnified Par may proceed to
TRAFFIC EXCHANGE AGREEMENT -12
defend or sette said action and the Indemnifying Party shal hold haress the Indemnified Pary
from any loss, cost liabilty, damage and expense.
(b) In the event the Par otherwise entitled to indemnfication from the other
elects to decline such indemnification, then the Par making such an election may, at its own
expense, assume defense and settlement of the claim, lawsuit or demand.
(c) The Paries wil cooperate in every reasonable maner with the defense or
settement of any claim, demand, or lawsuit.
12. LIMITATION OF LIABILITY
12.1 No liabilty shall attch to either Par, its parents, subsidiaries, afliates, agents,
servants, employees, officers, directors, or parers for daages arising from errors, mistaes,
omissions, interrptions, or delays in the course of establishig, fushg, rearanging, moving,
termiating, changing, or providing or failing to provide services or facilities (including the
obtaiiúng nr funishing of information with respect thereof or with respect to users of the
servces or facilities) in the absence of gross negligence or wilful misconduct.
'. J2.2 Except as otherwse provided in § .11'inOI?aryshalll?e liable to the other Par
fOrJll,y.1ass, d~fect .or equip1IentJaiure.callsed by the .conductpf the ,first Par". i~iagents,
servants'c;ontractors or others actig in aid or concert with that Pary, except itrthe case of gross
ne~ligeJlc;e or willfnlmisconduct.
12.3 lrino event shall either Par have .any liabilty whatsoever to the other Par for
any indirect, special, consequential, incidental or punitive damages, including but not limted to
loss of anticipated profits or revenue or other economic loss in connection with or arsing from
anyting said, omitted or done hereunder (collectively, "Consequential Damages"), even if the
other Party has been advised of the possibility of such damages.
13. DISCLAIMER
EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAS
ANY REPRESENTATIONS OR WARNTIES, EXPRESS OR IMLIED, INCLUDING
BUT NOT LIMITED TO ANY WARTY AS TO MERCHANTABILITY OR
FITNESS FOR INENDED OR PARTICULAR PURPOSE WITH RESPECT TO
SERVICES PROVIED HEREUNDER. ADDITIONALLY, NEITR PARTY
ASSUS ANY RESPONSIBILITY WITH REGARD TO tHE CORRCTNESS OF
DATA OR INFORMTION SUPPLIED BY THE OTHR PARTY WHEN THIS DATA
OR INFORMATION is ACCESSED AN USED BY A TmRD-PARTY.
14. REGULATORY APPROVAL
The Partes understand and agree tht ths Agreement will be fied with the Commssion,
and to the extent required by FCC rules may thereafer be fied with the FCC. Each Part
covenants and agrees to fuly support approval of ths Agreement by the Commssion or the FCC
under § 252(e) of the Act without modifcation. The Parties, however, reserve the right to seek
regulatory relief and otherwse seek redress from each other regarding performance and
TRFFIC EXCHANGE AGREEMENT - 13
implementation of ths Agreement. In the event the Commssion or FCC rejects this Agreement
in whole or in part, the Paries agree to meet and negotiate in good faith to arive at a mutually
acceptable modifcation of the rejected portiones). Furter, this Agrement is subject to change,
modification, or cancellation as may be required by a regulatory authority or court in the exercise
of its lawfl jurisdiction.
The Partes agree that their entrance into ths Agreement is without prejudice to any
positions they may have taken previously, or may tae in future, in any legislative, regulatory,
judicial or other public foru addressing any matters, including mattrs related to the same types
of arngements coverd in ths Agreement.
15. CHANGE IN LAW
The Paries acknowledge that the respective rights and obligations of each Party as set
fort in ths Agreement are based on the text of the Act and the rules and regulations
promulgated thereunder by the FCC and the Commission as of the Effective Date ("Applicable
Rules"). In the event of any amendment to the Act, any effective legislative action or any
effective regulatory or judicial order, rue, regulation, arbitration award, dispute resolution
procedures under this Agreement or other legal action purorting to apply the provisions of the
Act to the Pares Of 'in which the FCC or the Commission makes a generic' detetitiOtltnatis
generally ápplicable which revises,cIDO(fiesor reverses the Applicable Rules (individnallYi~d
".colléCtívely,,,Anended Rules''', either Part may, by providing written notice totlieotllerpar,'
requithtthe,afected provisions of this Agreement be renegotiatedingood':faith'ånd this
Agreement shall be amended accordingly to reflect the pricing, terms and cOl1ditiOl1of'8uch
Alended Rules relating to any of the provisions of this Agreement.
16. DISPUTE RESOLUTION
Except as provided under § 252 of the Act with respect to the approval of ths Agreement
by the Commission, the Parties desire to resolve disputes arsing out of or relating to ths
Agreement without litigation, to the extent possible. Accordingly, except for action seekig a
temporary resaing order or an injunction related to the puroses of this Agreement, or suit to
compel compliance with this dispute resolution process, the Pares agree to use the following
dispute resolution procedures with respect to any controversy or claim arsing out of or relating
to this Agreement or its breach.
16.1 Informal Resolution of Disputes. At the wrtten request of a Par, each Par
wil, withn thrt (30) days of such request appoint a knowledgeable, responsible representative,
empowered to resolve such dispute, to meet and negotiate in good faith to resolve any dispute
arising out of or relating to this Agreement. The Parties intend that non-lawyer, business
representatives conduct these negotiations. The location, format, frequency, duration, and
conclusion of these discussions shall be left to the discretion of the representatives. Upon
agreement, the reprsentatives may utilize other alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and correspondence among the
representatives for puroses of these negotiations shall be treated as Confidential Inormation
developed for purposes of settlement, exempt from discovery, and shall not be admssible in the
arbitration described below or in any lawsuit without the concurence of al Parties. Documents
TRC EXCHGE AGREEMET - 14
identified in or provided with such communcations, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise discoverable, be discovered or otherwse
admissible, be admtted in evidence, in the arbitration or lawsuit.
16.2 Form Dispute Resolution. Ifnegotiations fail to produce an agreeable resolution
with niety (90) days, then either Par may proceed with any remedy available to it pursuant
to law, equity or agency mechasms; provided, that upon mutual agreement of the Paries such
disutes may also be submitted to binding arbitration. In the case of an arbitration, each Part
shall bear its own costs. The Paries shall equally split the fees of any mutually agreed upon
arbitration procedure and the associated arbiter.
16.3 Continuous Service. The Partes shall continue providing services to each other
during the pendency of any dispute resolution procedure, and the Pares shal contiue to
perform their payment obligations including making payments in accordace with this
Agreement.
17. MISCELLANOUS
17.1
(a) Cu.sterTelephone Cooperative, Inc. is a corporation duly organized,
vaHdlyexisting. aid in good standing ,under the laws of the Sta.teof Idahoaid hasf'ull power ;and
~:lthority. to execute and delivery ths Agreement. and to perform its obligations hereunder,
subjectto any necessar regulatory approvaL.
(b) The Verizon Wireless entities listed on the . signature page of this
Agreement ar duly organzed, validly existing and in good stding under the laws of the
respective states in which they are organzed. Each has full power and authority to execute and
deliver ths Agreement and perform its obligations hereunder, subject to any necessary
regulatory approval.
17.2 Compliance. Each Part shal comply with all applicable federal, state, and local
laws, rues, and regulations applicable to its pedormance under this Agreement. Nothing in this
Agreement shall be constrd as requiring or permitting either part to contravene any
mandatory requirement of federal 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 VZW
or Custer in compliance with this Agreement, shall be deemed to create an agency or joint
ventue relationship between VZW and Custer, or any relationship other tha that of co-carers.
Neither this Agreement, nor any actions taken by VZW or Custer in compliance with this
Agreement, shall create contractual, agency, or any other type of relationship or thd part
liabilty between VZW and Custer end users or others.
17.4 Force Majeure. Neither Par shall be liable for any delay or failure in
performance of any par of th Agreement from any cause beyond its control and without its
fault or negligence including, without limitation, acts of nature, acts of civil or militar authority,
governent regulations, embargoes, epidemics, ten-orist acts, riots, insurrections, fires,
TRFIC EXCHAGE AGREEMENT - 15
explosions, eartquaes, nuclear accidents, floods, work stoppages, equipment failure, power
blackouts, volcanc action, other major environmental disturbances, unusually severe weather
conditions or any other circumstaces beyond the reasonable control and without fault or
negligence ofthe par affected (collectively, a "Force Majeure Event"). If any Force Majeure
Event occurs, the Par delayed or unable to perform shall give immediate notice to the other
Part and shal take all reasonable steps to correct the Force Majeure Event. During the
pendency of the Force Majeure Event, the duties of the Pares under ths Agreement afected by
the Force Majeure Event shall be abated and shall resume without liabilty thereafter.
17.5 Confdentiality.
(a) Any information such as specifications, drawings, sketches, business
information, forecasts, models, samples, data, computer programs and other softare and
documentation of one Part (a "Disclosing Par") that is furnished or made available or
otherwise disclosed to the other Par or any of its employees, contractors, or agents (its
"Representatives" and with a Part, a "Receiving Part") pursuat to ths Agreement
("Proprietary Information") shal be deemed the propert of the Disclosing Par. ProprietaryInformation, if written, shall be clearly and conspicuously marked "Confdential" or
"Proprietar" or other simlar notice, and, if oral or visual, shall be confrmed in writing as
confidential by the Disclosing Par to the Receiving Par within ten (10) days after disclosure:
Unless Proptietary Information ..was previously. kn()~n. by the. Receivig. Part.free.. ufiäry .
obligation to keepitconfideritial, or has' been or is subsequently made public by an act not
attnbutablèto theReceivingPirt; oris explicitly agreed in writing not to be regarded
confidential, such information! .. (i) shall be held in confidence by each Receiving Par; (ii)shall .... i
be disclosed to only those persons who have a need for it in connection with the. provision of
services required to fulfill this Agreement and shall be used by those persons only for such
purses; and (iii) may be used for other puroses only upon such terms and conditions as may
be mutually agreed to in advance of such use in writing by the Pares. Notwithstading the
foregoing sentence, a Receiving Part shall be entitled to disclose or provide Proprietay
Information as required by any governental authority or applicable law, upon advice of
counsel, only in accordance with § 17.5.b of this Agreement.
""Cr';'
(b) If any Receiving Party is required by any governental authority or by
applicable law to diclose any Proprietar Information, then such Receiving Par shall provide
the Disclosing Par with written notice of such requirement as soon as possible and pnor to such
disclosure. The Disclosing Party may then seek appropriate protective relief from all or pa of
such requirement. The Receiving Part shall use all commercially reasonable efforts to
cooperate with the Disclosing Party in attempting to obtain any protective relief which such
Disclosing Part chooses to obtain.
(c) In the event of the expiration or teration of this Agreement for any
reson whatsoever, each Par shall return to the other Pary or destoy al Proprietary
Information 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 all reasonable
effort, including instrctig its employees and others who have had access to such information,
to keep confdential and not to use any such inormation, unless such information is now, or is
TRAIC EXCHANGE AGREEMENT - 16
hereafter disclosed, though no act, omission or fault of such Par, in any manner makig it
avaiable to the general public.
17.6 Governng Law. This Agreement shall be governed by Federal law, where
applicable, and otherwise by the domestic laws of the State of Idaho without reference to confict
of law provisions. Notwithstanding the foregoing, the Pares may seek resolution of dispute
under this Agreement by the FCC, the Commssion, or the Idaho State cours or federal court as
appropriate.
17.7 Taxes. Each Par purchasing services hereunder shall payor otherwise be
responsible for all federal, state, or local sales, use, excise, gross receipts, trasaction or similar
taxes, fees or surcharges levied against or upon such purchasing Pary (or the providing Par
when such providing Par is permitted to pass along to the purchasing Par such taxes, fees or
surcharges), except for any tax on either Par's corporate existence, status or income.
Whenever possible, these amounts shal be billed as a separate item on the invoice. To the extent
a sale is claimed to be for resale tax exemption, the purhasing Par shall furnish the providing
Par a proper resale tax exemption certificate as authorized or requied by statute or regulation
by the jurisdiction providig said resale ta exemption. Failure to timely provide such sale for
resale ta exemption certificate wil result in no exemption being available .t04he,purchasing
17.8 .'Â.ssignent.ThisAgreement shall be binding upon the Parties and shall continiie
tôbe bindiguponi alL such entities regardless of any subsequent change in ;theif.ownership:
Except as provided in this paragraph, neither Pary may assign .o trasfer (whether by operation
of law or otherwise) this Agreement (or any right or obligatíons hereunder) to ~. non-affliated
par without the prior wrtten consent of the other Par which consent will not be uneasonably
withheld; provided that either Par, to the extent necessary to ensure continued application of
this Agreement to the curent carier service territory, may assign this Agreement to a corporate
Affiliate or an entity under its common control or an entity acquiring all or substantially all of its
assets or equity by providing prior written notice to the other Pary of such assignment or
tranfer. Any attempted assignment or transfer that is not permtted hereby is void ab initio.
Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the Paries' respective successors and assigns.
17.9 Non-Waiver. Failure of either Part to insist on performance of any term or
condition of this Agreement or to exercise any right or privilege hereunder shall not be constred
as a continuig or fure waiver of such term, condition, right or privilege.
17.10 Notices. Notices given by one Party to the other Par under ths Agreement shall
be in writing and shall be (i) delivered personally; (ii) delivered by express delivery service; or
(iii) mailed, certfied mail, return receipt requested to the following addresses of the Partes:
To:VZW To: Custer Telephone Cooperative,
Inc.
Verizon Wireless Custer Telephone Cooperative, Inc.
Attn: Mar Bacigalupi Attn: General Manger
2785 Mitchell Drive, MS 8-1 1101 East Main Avenue
TRAFFIC EXCHANGE AGREEMNT - 17
Walnut Creek, CA 94598 P.O. Box 324
Challis, ID 83226
With a copy to:With a copy to:
Verion Wireless Cynthia A. Melilo
1300 I Street, NW Suite 400W Givens Pusley LLP
Washigton, DC 20005 601 West Banock Street
P.O. Box 2720
Att: Regulatory Counsel, Inteconnection Boise, ID 83702
Or to such other address as either Par shall designate by proper notice. Notices wil be deemed
given as of the earlier of: (i) the date of actual receipt; (ii) the next business day when notice is
sent via overnight express mail or persona delivery; or (iii) three (3) days afer maiing in the
case of certfied U.S. Mail.
17.11 Publicity and Use of Trademaks or Service Marks. Neither Part nor its
subcontractors or agents shall use the other Part's trademarks, service marks, logos or other
proprietar trade dress in any advertising, press releases, publicity matters or other promotional
materials without such Pary's prior written'consent.
17. i 2 JointWôrk Prodtlct.!fs Agreement ist~~ joint worlcproductófile Paries and,
has been negotiated by the Partes and their respective còunsel and shall be fairly interpreted in .'
accordance with its teri. In the everitöfany ãibigtties, no inetenêes shall be drawn againsteither Par. .
17.13 No Third Pary Beneficiares; Disclaimer of Agency. This Agreement is for the
sole benefit of the Parties and their permitted assigns, and nothg herein expressed or implied
shall create or be construed to create any thid-par beneficiar rights hereunder. Except for
provisions herein expressly authorizig a Party to act for another, nothng in this Agreement
shall constitue a par as a legal representative or agent of the other Part; nor shall a Pary have
the right or authority to assume, create or incur any liability or any obligation of any kind,
express or implied, against, in the name of, or on behalf of the other Part, uness otherwise
expressly penntted by such other Pary. Except as otherwse expressly provided in ths
Agreement, no part undertakes to perform any obligation of the other Par, whether regulatory
or contractual, or to assume any responsibilty for the mangement of the other Par's business.
17.14 No License. No license under patents, copyrights, or any other intellectual
proper right (other than the limited license to use consistent with the terms, conditions and
restrictons ofthis Agreement) is granted by either Party, or shall be implied or arise by estoppel
with respect to any transactions contemplated under this Agreement.
17.15 Technology Upgrades. Nothing in ths Agreement shall limit either Partes'
abilty to upgrde its network though the incorporation of new equipment, new softare or
otherwse, provided it is to indus stadards, and that the Paity intiating the upgrade 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 will materially impact the other Pary's servce. Each Part
TRAFIC EXCHANGE AGREEME - 18
shall be solely responsible for the cost and effort of accommodating such changes in its own
network.
17.i 6 Entire Agreement. The terms contaied in ths Agreement and any Schedules,
Exhbits, tarffs and other documents or instrments referred to herein are herby incorporated
into ths Agreement by reference as if set fort fuly herein, and constitute the entire agreement
between the Paries with respect to the subject matter hereof, superseding all prior
understadings, proposals and other communcations, oral or written. Neither Par shal be
bound by aIy preprinted terms additional to or different from those in this Agreement that may
appear subsequently in the other Par's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications. This Agreement may only be modified by
a wrting signed by an offcer of each Pary.
(End of Text; Signatue Page Follows)
TRAFFIC EXCHANGE AGREEME - 19
IN WITNESS WHEREOF, the Pares hereto have caused ths Agreement to be executd
as of the dates listed below.
VERIZON WIRELESS
Verizon Wireless (VA W) LLC d//a
Verizon Wireless
Celleo Partership d//a Verizon Wireless
Cellular Inc. Financial Corporation d//a
Verizon Wireless
Idaho RSA 2 Limited Parership d//a
Verizon Wireless
By Verizon Wireless (VA W) LLC, Its
General Parer
Idaho RSA) Limted Partership d//a
VerizonWireless .
Br ",erizori\Vireless (VAW) LLC,Its
General Pârer
Idâlö6-ClfukLimtedParnershipdl/a
Verizon Wireless
By CommNet Cellular Inc, Its Manging
Agent
RCC Minnesota, Inc.~
Name: Walter L. Jones, Jr.
Date:
TRAFFIC EXCHANGE AGREEMET - 20
CUSTER TELEPHONE
COOPERATI, INC.BY:l)~/~
Name:~NNß L. /NJeoc
Title: GeN¡;A;L I'AN/tEe
Date: 7/f,lo1
ATTACHMENT A
Reserved for Futue Use
ATTACHMNT A
C:I_I\DMSllll\5909ilL 2.DOC