19990923Application.pdf

Conley Ward
GWENS PIIRSLEY I,I,P
277 North 6th Street, Suite 200
P.O. Box 2720
Boise, ID 83701
[phone]
[phone] (fax)
Conley Ward Idaho State Bar ID#1683
email: cew@givenspursley. com
Attorneys for Fretel Communications, LLC
IN THE MATTER OF THE
APPLICATION OF FRETEL
COMMI.INICATIONS, LLC FOR A
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY AS
A COMPETITIVE LOCAL EXCHANGE
CARRIER.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
cASE No. f ftC-7- 7?- t
FRETEL COMMUNICATIONS'
APPLICATION
Fretel Communications, LLC ("Fretel" or'Applicant"), through its counsel of
record, hereby files this Application for a Certificate of Public Convenience and
Necessity ("Application") with the Idaho Public Utilities Commission
("Commission"). Fretel requests that the Commission issue an order granting
Fretel authority to provide local exchange service and other telecommunications
services to customers in U S WEST Communication Inc.'s southern Idaho study
area. In support whereof, Fretel states as follows:
I.
Fretel is a limited liability company organized under the laws of the State of
Idaho. Fretel's Certificate of Incorporation from the Idaho Secretary of State is
attached hereto as Exhibit A.
FRETEL'S APPLICATION _ 1
il.
Fretel's Operating Agreement attached hereto as Exhibit B.
III.
Fretel is owned by the individuals named in its Operating Agreement. The
owners may be contacted at:
Fretel Communications, LLC
110 E. Main
St. Anthony, ID 83445
[phone]
[phone] (fax)
w.
Fretel's principal business office is located at the following address:
Fretel Communications, LLC
110 E. Main
St. Anthony, ID 83445
[phone]
[phone] (fax)
Service of process may be accomplished by service on Mr. James Bauchman, at
the aforementioned address.
V.
Fretel's officers (managers) are John Bauchman and James Bauchman.
VI.
Fretel was initially organized on December 18, 1998, to provide message
telecommunications service and competitive local exchange service within the state
of Idaho. 1999 is the company's first year of operations. Because the company has
been in operation only a short time it has no meaningful balance sheet or income
statement. Upon approval of this application Fretel's owners will provide the
company with suffrcient capital to insure that Fretel has the financial ability to
perform as a local exchange carrier.
FRETEL'S APPLICATION _ 2
vII.
Fretel's members have extensive experience in constructing and operating
Iocal telephone exchanges in Idaho and other states. Fretel intends to provide its
Iocal exchange customers with the most technically modern communications
services available in the industry today. These include basic local exchange service,
extended area service to U S WEST's EAS calling areas, touch-tone service, high
speed data services, access to toll services, access to emergency services (911), and
Lifeline and Link-Up services for low income residents. Fretel's proposed telephone
plant will include copper cable loops, fiber optic cable transport facilities, next
generation digital loop carrier, and digital switches. Fretel will construct the
telephone plant in accordance with accepted industry standards.
VIII.
The name and address of the incumbent local exchange company with whom
Fretel is likely to compete is:
Ms. Barbara Wilson
State CEO
U S WEST Communications, inc.
999 main Street
Boise, ID 83702
Maps of U S WEST's southern Idaho study area, in which Fretel intends to compete,
are on file with the Commission, and Fretel respectfully requests that the
Commission take official notice of the same.
IX.
Pursuant to Idaho Code g 62-622(2), Fretel has prepared a price list reflecting
the availability, price, terms and conditions for local exchange service. A copy of
this price list is attached as Exhibit C.
FRETEL'S APPLICATION _ 3
x.
The name, address and toll free telephone number of the person responsible
for both tariff questions and customer inquiries and complaints is:
James Bauchman
Fretel Communications, LLC
110 E. Main
St. Anthony, ID 83445
[phone]
[phone] (fax)
xI.
Fretel has signed an interconnection agreement with U S WEST, and the
Commission issued an order approving the agreement in Case No. USW-T-99-14 on
September 1, 1999.
xII.
Fretel has reviewed the Commission's Rules of Procedure, Customer
Relations Rules for Telephone Corporations, Universal Service Fund Rules, and
Telecommunications Relay Service Rules. Fretel agrees to comply with all of these
rules. Fretel does not currently anticipate charging a deposit for service. If this
policy changes, Fretel will arrange an Escrow Account or Performance Bond to
secure the return of customer deposits.
xIII.
Fretel will provide notice of this Application as may be required by
Commission order.
XIV.
Fretel requests that all correspondence, pleadings or requests for information
be directed to the following persons:
FRETEL'S APPLICATION _ 4
Conley E. Ward
Givens Pursley LLP
277 North Sixth Street, Suite 200
Boise, ID 83701
[phone]
with a copy to:
James Bauchman
Fretel Communications, LLC
110 E. Main
St. Anthony, ID 83445
[phone]
[phone] (fax)
xv.
Applicant believes that the public interest does not require a public hearing
on this Application, and therefore requests that it be processed under Modifred
Procedure. If the Commission determines that hearings are necessary, Fretel
stands ready for immediate hearings.
WHEREFORE, the Applicant, Fretel Enterprises, Inc. respectfully requests
that the Idaho Public Utilities Commission issue an order: 1) granting it a
Certificate of Public Convenience and Necessity authorizing Fretel to provide
telecommunications services, including local exchange service, within U S WEST
Communication, Inc.'s southern Idaho study area; and 2) granting such further
relief as the Commission may find just and reasonable.
DATED this 23rd day of Septe
nley Wa
Attorneys for Fretel Communications, LLC
FRETEL'S APPLICATION _ 5
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 23rd day of September, 1999, I caused to be
served a true and correct copy of the foregoing by the method indicated below, and
addressed to the following:
Myrna Walters, Secretary
Idaho Public Utilities Commission
472 W' . Washington Street
Boise, ID 83702
X HaNo Dnl,lvsnv
U.S. Men
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Fnnrsr.fs Appr,tc.nnoN - 6
Sfate of ldaho
CERTIFICATE OF EXISTENCE
OF
FRETEL COMMUNICATIONS, LLC
I, PETE T. CENARRUSA, Secretarv of State of the State
certifv that I am the custodian of the limited liabilitv companlT
Stat;e.
I FURTFIER CERTIFY That tl're records of this office shou, that the
above-named limited liabilify compan], was organized under the laws of Idaho
and was issued a certificate of organization in Idaho on December LB, 1998 under
the file number W 7575.
I FLIRTHER CERfiFf That the limited liabilitv company's articles of
organization have not been cancelled.
Dated: September 23, 1,999
of Idaho, herebl,
records of this
&nM
SECRETARY OF STATE
EXHIBIT A
By
537 t-7
OPERATING AGREEMENT
of
FRETEL COMMUNICATIONS, LLC
Dated: December 18, 1998
EXHIBIT B
TABLE OF CONTENTS
(The Table of Contents for this operating agreement is for convenience of reference only and is not
intended to define, limit or describe the scope or intent of any provisions of this operating agreement.)
Parasraph
ARTICLE I
Page
FORMATION.. ....... s
Name .... 51.2 ArticlesofOreanization .......51.3 Duration ........51.4 PrincipalPlaceofBusiness ....,51.5 ResisteredOfficeandReeisteredAeent ....... 51.6 BusinessPumose .......51.7 Asreement ......5
ARTICLE 2MEMBERS,CONTRIBUTIONS,ANDINTERESTS .....,52.1 NamesandAddresses .........52.2 Limitation of Liabiliw . . . 72.3 NoliabiliwforCompanvDebts .......72.4 No Member Authoriw . . . 72.5 OtherBusinessofMembers .....72.6 AdditionalMembers ....72.7 AdditionalContributions .......72.8 No Interest on Capital Contributions . . . . 72.9 Loans ....8
ARTICLE 3NIEMBERMEETINGS.... ... 83.1 Meetinss ..... .. 83.2 NoticeofMeetine ......83.3 RecordDate .....83.4 Ouorum . ...... . 83.5 Proxies ...83.6 Votine ... 8
ARTICLE,t
MANAGEMENT
4.1 Number and Oualifications of Manasers
4.2 Election of Manasers
4.3 General Authoritv
4.4 Other Activities
4.5 Meetinssl Notices: Ouorum: Votins
4.6 Resiqnation
4.7 Removal of Manaser bv Members
8
8
8
9
9
9
9
9
4.8 Salaries ...94.9 Other Aeents l0
4.10 Tax Matters l0
ARTICLE 5
ACTIONS WITHOUT NOTICE, WITHOUT NIEETING, OR BY TELEPHONE . . . . . l0
5.1 Meetins of all Members 10
5.2 Action Without Meetine l0
5.3 MeetinesbvTelephone ....... l0
ARTICLE 6
ACCOUNTING AND RECORDS 106.1 BooksofAccount ..... 106.2 Fiscal Year 10
6.3 Accountine Reports 106.4 Tax Retums l06.5 Taxes of Taxine Jurisdictions 116.6 Tax Matters Partner 11
ARTICLE 7ALLOCATIONSANDDISTRIBUTIONS.... II7.1 Allocations of Income and Loss for Tax Pumoses I I7.2 Distributions 117.3 Capital Accounts I I
7.4 Compliance with Section 704 I I7.5 Prioriw and Return of Capital 1l
ARTICLE 8
TRANSFERS OF MEMBERSHIP INTERESTS 12
8.1 Restriction on Disposition 128.2 Prohibited Transfers 128.3 Sale of Membership Interest. Rieht of First Refusal 12
8.4 Option to Purchase on Bankruotcv 13
8.5 Admission of Assienees as Members 148.6 Riehts of Unadmitted Assiqnees 15
ARTICLE 9
WITHDRAWAL AND DISSOLUTION 159.1 Withdrawal i59.2 Events of Dissolution 15
9.3 Effect of Death of a Member 15
9.4 Effect of Withdrawal or Other Event 15
9.5 Liquidation Upon Dissolution and Windine Up
9.6 Valuation of Member's Interest
9.7 Pavment for Member's Interest
9.8 Effect of Purchase of Member's Interest
r5
16
l6
l6
ARTICLE 10INDEMNIFICATION ....... 16l0.l Indemnification ....... 1610.2 Limitation of Liabiliw 16
ARTICLE IIAMENDMENTS 16I1.1 Bv Members 16ll.2 Bv Manaqers 17
ARTICLE 12MISCELLANEOUS 17l2.l Additional Documents . . 1712.2 Headines 1712.3 Severabilitv 1712.4 No Third-Partv Beneficiaries 1712.5 NoPartnershiplntendedforNontaxPumoses ....... 1712.6 Partnership Intended forTaxPurposes ....... 1712.7 Bindine Effect 1712.8 Construction 1712.9 Time . 18
12.10 Governinslaw ....... l8l2.ll Waiver of Action for Partition: No Bill for Parrnership Accountine 18
12.12 Counterpart Execution 18
12.13 Specific Performance 18
12.14 Notice 18
12.15 Riehts and Remedies Cumulative 18
12.16 Waivers ....... 18
12.17 Attomev Fees 18
Operating Agreement-3
S:\Clients\s37 l\ I \Operating Agreement-Fretel Communications LLC.rpd
OPERATING AGREEMENT
OF FRETEL COMMUNICATIONS, LLC
an Idaho Limited Liability Company
The undersigned members, desiring to form a limited liability company under the Idaho Limited
Liability Company Act (the "Act"), hereby agree as follows:
ARTICLE 1
FORTIIATION
1.1 Name. The name of the limited liability company is Fretel Communications, LLC.
1.2 Articles of Oreanization. Articles of organization were filed with the Idaho Secretary of
State on December 18, 1998.
1.3 Duration. The LLC shall exist for a period ending on December 31,2028, unless earlier
dissolved as provided in this operating agreement.
L4 Principal Place of Business. The principal office of the LLC shall initially be at 1690 Del
Mar,Idaho Falls,Idaho 83404. The managers may relocate the principal office or establish additional offices
from time to time.
1.5 Resistered Office and Reeistered Aeent. The LLC's initial registered ofiice shall be at 1690
Del Mar, Idaho Falls, Idaho, 83404, and the name of its initial registered agent at such address shall be James
Bauchman. The manager may change the registered office and registered agent from time to time.
1.6 Business Pumose. The purpose of the LLC shall be to engage in any lawful business.
1.7 Agreement. The members executing the operating agreement hereby agree to the terms and
conditions of the operating agreement, as it may from time to time be amended according to its terms. To
the extent any provision of the operating agreement is prohibited or ineffective under the Act, the operating
agreement shall be considered amended to the smallest degree possible in order to make the agreement
effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make
any provision of the operating agreement that rvas formerly invalid valid, such provision shall be considered
to be valid from the effective date of such interpretation or amendment.
ARTICLE 2
MEMBERS, CONTRIBUTIONS, AND INTERESTS
2.1 Names and Addresses. The names and addresses of the members of the LLC, the agreed
value of their initial capital contributions, and their initial percentage membershrp interests are:
Operating Agreement-4
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Name and address
John Robbins
1255 Odell School Rd.
Concord, NC 28027
Mary Alice Nielson
9037 Waterfield Court
Las Vegas, NV 89134
David Kingston
477 Shoup Ave., Suite 207
Idaho Falls, ID 83404
James Bauchman
1690 Del Mar Drive
Idaho Falls, ID 83404
Peter C. Spaeth
1630 5'h Avenue
Moline, IL 61265
John Bauchman
4075 West Desert Inn Rd., Suite B
Las Vegas, NV 89102
Robert Bauchman
3101 High Range
Las Vegas, NV 89102
Dan Harwood
Guardian Limited Partnership
2235 E. 21", Suite 220
Idaho Falls, ID 83404
Doug Wagner
Wagner Communications
2270 La Montana Way
Colorado Springs, CO 80949
Jim Strathmeyer
Cold Springs Ventures
3200 Beechleaf Ct., Suite 500
Raleigh, NC 27619
Operating Agreement-5
S:\Clients\537 I \ l\Operating,{greemen!Fretel Communications LLC.rpd
Contribution
s48.50
$24.20
$97.00
s219.00
s48.s0
s269.00
s97.00
s48.s0
s99.80
s48.s0
Percentage
4.850h
2.42%
9.70%
2t.90%
4.85%
26.90%
9.70%
4.85o/o
9.98%
4.8s%
2.2 Limitation of Liabiliw. Each member's liability shall be limited to the maximum extent
permitted by applicable law. The failure of the LLC to observe any formalities or requirements relating to
the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal
liability on the members or managers for liabilities of the LLC.
2.3 No Liabiliw for Companv Debts. A member shall not be personally liable for any debts or
losses of the LLC beyond his respective capital contributions and any obligation of the member to make
capital contributions, except as otherwise required by law.
2.4 No Member Authoritv. No member shall have any power or authority to contract on behalf
of the LLC or otherwise bind the LLC unless the member has been given written authorization from the
manager to act as an agent of the LLC.
2.5 Other Business ofMembers. Any member may engage independently or with others in other
business and investment ventures of every nature and description, even if such business is competitive with
the business of the LLC, and shall have no obligation to account to the LLC for such business or investments
or for business or investment oppor-tunities.
2.6 Additional Members. No additional members shall be admitted without the consent of the
manager, except that the consent of the manager is not required to admit a deceased member's spouse, estate
or other beneficiary as a member in place of the deceased member. All items of income, gain, loss,
deduction, and credit shall be allocated among the existing and additional members pursuant to Section 7.1.
2.7 Additional Contributions.
(a) Except as set forth in this Section 2.7, no member shall be required or permitted to make
any additional capital contributions. In the event that at any time, pursuant to the unanimous vote of the
members, the members determine that additional funds in excess of the capital contributions are required
by the LLC for its business or any of its obligations, expenses, costs, liabilities or expenditures, or for
improvements with respect to any LLC property, the members shall be required to contribute such additional
funds in proportion to their percentage interests.
(b) In the event, after being notified to do so, a member ("defaulting member") fails to
contribute additional funds as required pursuant to subparagraph (a), the other members ("non-defaulting
members") may, in addition to any other legal or equitable remedies available, in proportion to their
percentage interests, contribute additional funds to cover such amount that has not been contributed, in which
case the advance shall be deemed a demand loan by the non-defaulting member or members to the defaulting
member bearing interest at the rate of twelve (12) percent per annum from the date the advance is made.
To the extent of such advance plus interest, any distributions otherwise due to the defaulting member shall
instead be paid to the non-defaulting member or members (pro rata with the amounts advanced by each non
defaulting member) who made such contribution.
2.8 No Interest on Capital Contributions. No interest shall be paid on capital contributions.
Operating Agreement-6
S:iClients\537 l\ l\Operating Agreement-Fretel Communications LLC.s pd
2.9 Loans. The LLC may borrow money from any member or third parties upon such
commercially reasonable terms and conditions as may be approved by the manager.
ARTICLE 3
MEMBER NIEETINGS
3.1 Meetinss. A meeting of members shall be held (a) if it is called by the manager; or (b) if
members holding at least 33 l13% percent of the membership interests sign, date, and deliver to the LLC's
principal office a written request for the meeting, describing the purpose or purposes for which it is to be
held. Meetings of members shall be held at the principal office of the LLC or any other place specified in
the notice of meeting.
3.2 Notice of Meetins. Notice of the date, time, and place of each members'meeting shall be
given to each member not earlier than 60 days nor less than l0 days before the meeting date. The notice
must include a description of the purpose or purposes for which the meeting is called.
3.3 Record Date. The persons entitled to notice of and to vote at a members'meeting, and their
respective membership interests, shall be determined as of the record date for the meeting. The record date
shall be a date, not earlier than 60 days nor less than l0 days before the meeting, selected by the managers.
If the managers do not specifu a record date, the record date shall be the date on rvhich notice of the meeting
was first mailed or otherwise delivered.
3.4 Ouorum. The presence, in person or by proxy, of members holding at least 50 percent of
the membership interests shall constitute a quorum.
3.5 Proxies.A member may be represented at a meeting in person or by written proxy.
3.6 Votine. Each member shall be entitled to vote based on the member's percentage of
membership interest in the LLC on each matter requiring action by the members. Except as otherwise stated
in the articles of organization, this operating agreement, or applicable law, a matter submitted to a vote of
the members shall be deemed approved ifthe membership interests voted in favor exceed those voted against
the matter.
ARTICLE 4
MANAGEMENT
4.1 Number and Oualifications of Manasers. The number of managers shall be the number
elected by the members and acting as such from time to time, but shall not be less than one (1). Managers
may be individuals or entities, and need not be members of the LLC. The initial managers shall be James
Bauchman and John Bauchman.
4.2 Election of Manasers. If the initial managers resign or are removed, the office of manager
shall be filled by election at a meeting of members called for the purpose of electing managers; the meeting
notice must state that the purpose, or one of the purposes, of the meeting is election of managers. A manager
other than the initial managers shall serve for a term ending when the members next hold a meeting at which
managers are elected, or until the manager's earlier death, resignation, oi removal.
Operating Agreement-7
S:tClients\537 l\l lOperatin_r Agreement-Fretel Communications LLC.wpd
4.3 General Authority. Subject to restrictions that may be imposed from time to time by the
managers or members, each manager shall be an agent of the LLC with authority to contract on behalf of the
LLC or to otherwise bind the LLC in the ordinary course of its business. However, the managers shall have
no authority to contract on behalf of the LLC as to the following matters without first obtaining approval by
vote of the members:
(a) Merger of the LLC with another entity;
Amendment to the articles of organization;
A change in the nature of the business of the LLC; or
(d) Sale, lease, exchange, mortgage, pledge, or other transfer or disposition of all or
substantially all the assets of the LLC.
4.4 Other Activities. Managers may have other business interests and may engage in other
activities in addition to those relating to the LLC even if those activities are competitive with the business
of the LLC. This Section 4.4 does not change each manager's duty to act in a manner that the manager
reasonably believes to be in the best interests of the LLC.
4.5 Meetings: Notices: Ouorum: Votins. If there is more than one (l) manager, then meetings
of the managers may be called by any manager. Meetings shall be held at the place fixed by the managers
or, if no such place has been fixed, at the principal office of the LLC. Oral or written notice of the date, time,
and place of any meeting shall be given at least twenty-four (24) hours in advance. Written notice may be
delivered personally, given by facsimile or other form of wire communication, or by mail orprivate carrier,
to each manager's business or home address. Written notice shall be effective at the earliest of the following:
(a) when received, (b) when sent by facsimile or other form of wire communication, or (c) two business days
after being mailed. Two (2) of the managers shall be required to constitute a quorum. Each manager shall
be entitled to one vote. The matter submitted to a vote of the managers shall be deemed approved if the
votes favor exceed those against the matter.
4.6 Resiexation. Amanagermayresignatanytimebydeliveringwrittennoticetothemembers.
The resignation is effective upon notice, unless the notice specifies a later effective date. Once delivered,
a notice of resignation is irrevocable unless revocation is permitted by the members. The resignation of a
manager who is also a member shall not affect the manager's rights as a member and shall not constitute a
withdrawal of the member.
4.7 Removal of Manaser bv Members. The members may remove one or more managers with
cause. A manager may be removed by the members only at a meeting called for the purpose of removing
the manager and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the
removal of the manager.
4.8 Salaries. The salaries and other compensation of the managers shall be fixed from time to
time by vote of the members, provided that managers shall receive reasonable compensation for services
rendered to or on behalf of the LLC, in additional to his interest in profits. A manager shall not be precluded
from receiving a salary because the manager is also a member. Managers shall also be reimbursed for out-
of-pocket expenses incurred in performing their duties as managers of the LLC.
Operating Agreement-8
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(b)
(c)
4.9 Other Aeents. The manager may authorize any agent to enter into any lawful contract or
to otherwise act on behalf of the LLC. Such authority may be general or be confined to specific instances.
4.10 Tax Matters. Except as otherwise specifically provided herein or prohibited by law, the
managers shall make any and all elections for federal and state income tax purposes, including, without
limitation, any election, if permitted by applicable law to: i) adjust the basis of LLC property pursuant to
Code $ 754, $ 734(b), and $ 743(b), or comparable provisions of state or local law, in connection with
transfers of membership interests and LLC distributions; ii) extend the statute of limitations for assessment
of tax deficiencies against members with respect to adjustments to the LLC's federal, state or local tax
returns; and iii) represent the LLC before taxing authorities or courts of competent jurisdiction in tax matters
affecting the LLC.
ARTICLE 5
ACTIONS WITHOUT NOTICE, WITHOUT IVIEETING, OR BY TELEPHONE
5.1 Meetine ofall Members. Notwithstanding any otherprovision of this operating agreement,
if all of the members shall hold a meeting at any time and place, such meeting shall be valid without call or
notice, and any lawful action taken at such meeting shall be the action of the members.
5.2 Action Without Meetine. Any action required or permitted to be taken by the members at
a meeting may be taken without a meeting if a consent in writing, describing the action taken, is signed by
all of the members and is included in the minutes or filed with the LLC's records of meetings.
5.3 Meetines bv Telephone. Meetings of the members may be held by conference telephone
or by any other means of communication by which all participants can hear each other simultaneously during
the meeting, and such participation shall constitute presence in person at the meeting.
ARTICLE 6
ACCOUNTING AND RECORDS
6.1 Books of Account. The LLC's books and records, a register showing the names, addresses,
and membership interests of the members, and this operating agreement shall be maintained by the managers.
Each member shall have access thereto at all reasonable times. The managers shall keep books and records
of the operation of the LLC which are appropriate and adequate for the LLC's business and for the carrying
out of this agreement.
6.2 Fiscal Year. The fiscal year of the LLC shall be the calendar year.
6.3 Accountinq Reports. Within 90 days after the close of each fiscal year, the managers shall
cause each member to receive an unaudited report of the activities of the LLC for the preceding fiscal year,
including a copy of a balance sheet of the LLC as of the end of such year and a statement of income or loss
for such year.
6.4 Tax Retums. The managers shall cause all required federal and state income tax returns lor
the LLC to be prepared and timely filed rvith the appropriate authorities. Within 90 days after the end of
each fiscal year, each member shall be furnished a statement suitable for use in the preparation of the
member's income tax return, showing the amounts of any distributions, contributions, gains, losses, profits,
or credits allocated to the member during such liscal year.
Operating Agreement-9
S:\CIients\537 I \ l\Operaring Agreement-Fretel Communications L [-C. u pri
6.5 Taxes of Taxine Jurisdictions. Each non-resident member of Idaho acknowledges that Idaho
claims taxing jurisdiction over such Member through such member's membership interest in the LLC. Such
non-resident members shall make timely income tax payments to Idaho for income taxes attributable to the
member's income, and interest, and penalties assessed by Idaho on such income. Ifthe member fails to make
such timely payments, or if the member so elects, the LLC shall withhold and pay over to Idaho the amount
of tax, penalty and interest determined under the laws of Idaho with respect to such income. Any such
payments made to Idaho with respect to the income of a member shall be treated as a distribution for
purposes of Article 7. In addition, the LLC may, where permitted by the rules of any taxing jurisdiction, file
a composite, combined or aggregate tax return reflecting the income of the LLC and pay the tax, interest and
penalties of some or all of the members on such income to the taxing jurisdiction, in which case the LLC
shall inform the members of the amount of such tax interest and penalties so paid.
6.6 Tax Matters Partner. James Bauchman shall be designated to act as the tax matters partner
of the LLC pursuant to $ 6231(aX7) of the Internal Revenue Code. Any member designated as tax matters
partner shall take such action as may be necessary to cause each other member to become a notice partner
within the meaning of $ 6223 of the Code. Any member who is designated tax matter partner may not take
any action contemplated bV $$ 6222 tlvough 6232 of the Internal Revenue Code without the consent of the
members.
ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS
7.1 Allocations of Income and Loss for Tax Purposes. All items of income, gain, loss,
deduction, and credit shall be allocated among all members in proportion to their membership interests.
7.2 Distributions. The LLC shall make distributions in such amounts and at such times as the
managers shall determine in their discretion. Distributions shall be subject to the restrictions governing
distributions under the Act.
7 .3 Capital Accounts. An individual capital account shall be maintained for each member. Each
member's capital account shall be (i) credited with all capital contributions by such member and the
member's distributive share of all income and gain (including any income exempt from federal income tax);
and (ii) charged with the amount of all distributions to such member and the member's distributive share of
losses and deductions. Capital accounts shall be maintained in accordance with federal income tax
accounting principles as set forth in Treas. Reg. 1.704-l(bx2)(iv) or any successor provision.
7.4 Comoliance with Section 704. The provisions of this Article 7 as they relate to the
maintenance of capital accounts are intended, and shall be construed, and, if necessary, modified to cause
the allocations of profits, losses, income, gain and credit pursuant to Article 7 to have substantial economic
effect under the Regulations promulgated under $5S 704(b) and 704(c) of the Code, in light of the
distributions made pursuant to Articles 7 and 9 and the capital contributions made pursuant to Article 2.
7 .5 Prioriw and Return of Capital. Except as may be expressly provided in Article 7. no member
shall have priority over any other member, either as to the return of capital contributions or as to profits,
losses, or distributions; provided that this Section 7.5 shall not apply to loans (as distinguished from capital
contributions) which a member has made to.the LLC.
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ARTICLE 8
TRANSFERS OF MEMBERSHIP INTERESTS
8.1 Restriction on Disposition. No member or assignee shall transfer, sell, gift, encumber,
hypothecate, exchange or otherwise dispose of all or any portion of his membership interest without the
express unanimous written consent of the remaining members, except as provided in this Section 8.1. 8.3.
or 8.4. The written consent of the managers or members is not required to admit a deceased member's
spouse, estate, devisee, heir or other beneficiary as a member. Each member hereby acknowledges the
reasonableness of the restrictions on disposition imposed by this operating agreement in view of the LLC
purposes and the relationship of the members. Accordingly, the restrictions on disposition contained herein
shall be specifically enforceable.
8.2 ProhibitedTransfers. Anypurportedtransferofalloranyportionofamembershipinterest
that does not satisfy the requirements of Sections 8.1. 8.3 or 8.4 shallbe null and void and of no force or
effect whatever; provided that, if the LLC is required to recognize a transfer that does not meet such
requirements (or if the LLC, in its sole discretion, elects to recognize a transfer that does not satisff such
requirements), the membership interest transferred of shall be strictly limited to the transferor's economic
rights with respect to the transferred membership interests, which economic rights may be applied (without
limiting any other legal or equitable rights of the LLC) to satisfy any debts, obligations, or liabilities for
damages that the transferor or assignee of such membership interests may have to the LLC. In the case of
a transfer or attempted transfer of membership interests that does not satisfy such requirements, the parties
engaging or attempting to engage in such transfer shall be liable to indemniff, defend and hold harmless the
LLC and the other members from all cost, liability, and damage that any of such indemnified persons may
incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of
such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.
8.3 Sale of Membership Interest. Rieht of First Refusal. No sale, transfer, encumbrance,
exchange, hypothecation or other dispositions of all or any portion of a membership interest shall be made
by a member or the heirs, executors, administrators or assigns of any member to any person who is not a
member of the LLC, except according to the following terms and conditions:
8.3.1 If a member (an "Offering Member") desires to sell his or her membership interest
in the LLC, or any portion thereof (the "Offered Membership Interest"), to any person who is not a member,
the Offering Member shall first submit to the LLC and remaining members of the LLC satisfactory written
evidence of the agreement to purchase the Offered Membership Interest by such third person, including the
price and complete terms agreed to be paid for the Offered Membership Interest (the "Offer Notice").
8.3.2 The LLC shall have the first right of refusal to purchase the Offered Membership
Interest on the same terms and conditions as contained in the Offer Notice. If the LLC agrees to purchase
the Offered Membership Interest at the same pnce and according to the same terms as contained in the Offer
Notice. the Offered Membership Interest shall be sold to the LLC.
8.3.3 If the LLC does not desire to purchase all of the Offered Membership Interest, the
remaining members may agree to purchase the remaining portion of the Offered Membership Interest at the
same price and according to the same terms as contained in the Offer Notice, with the Offered Membership
Interest to be sold to the remaining members in such proportionate amounts as their respective membeiship
interests bear to the entire membership interest held by such purchasing members of the LLC, or in such
other proportion as the purchasing members may agree.
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8.3.4 If any of the remaining members do not desire to purchase the Offered Membership
Interest, then it shall be sold at the same price and according to the same terms as contained in the Offer
Notice to the members of the LLC who desire to purchase it, and in the same proportion specified above
unless the purchasing members otherwise agree.
8.3.5 No membership interest, or any portion thereof, shall be sold to any person other
than the LLC or members of the LLC until the LLC and all of the members have been afforded an
opportunity to purchase it at the same price and terms and have declined to do so.
8.3.6 Any Offering Member shall give notice in writing to the LLC and the members of
the LLC, which notice shall include satisfactory evidence of the price and terms of any proposed sale of an
Offered Membership Interest as set forth above in Section 8.3.1 (i.e., the "Offer Notice"). The LLC shall
have thirty (30) days after the receipt of said notice within which to elect in writing to purchase the Offered
Membership Interest. If the LLC has not elected to purchase the Offered Membership Interest by within the
thirty (30) day period, or has declined in writing to purchase the Offered Membership Interest, the Offering
Member shall give the above-described notice to the remaining members. The members shall have thirty
(30) days after the receipt of said notice within which to elect in writing to purchase the Offered Membership
Interest. If the LLC has not elected to purchase the Offered Membership Interest by within the thirfy (30)
day period, or has declined in writing to purchase the Offered Membership Interest, the Offering Member
may sell the Offered Membership Interest to such third person named in the agreement to purchase said
membership interest, and to that person only, which sale shall be in strict accordance with the price and terms
set forth in the agreement to purchase. Satisfactory evidence of compliance with the terms of the foregoing
restriction upon the transfer of membership interests shall be submitted to the managers and accepted by
them before any such transfer shall be effective.
8.3.7 The Offered Membership Interest shall continue to be subject to all of the terms of
this operating agreement, including, without limitation, all restrictions on transfers irrespective of whether
the Offered Membership Interest is sold.
8.3.8 The closing of 'he sale of the Offered Membership Interest shall occur on a date and
time mutually convenient to the parties; provided that the closing date shall occur no later than the sixtieth
(60th) day following the day that the last notice given pursuant to Section 8.3.6. On the closing date, the
parties shall execute such documents and instruments of conveyance as may be necessary or appropriate to
confirm the sale of the Offered Membership Interest, the withdrawal of the selling as a member as of the date
of the retiring event, and the assumption by the purchaser of all liabilities with respect to the Offered
Membership Interest.
8.3.9 The payment for the Offered Membership Interest shall be made in on the same
terms as contained in the Offer Notice.
8.4 Option to Purchase on Bankruptcv. Upon the bankruptcy of a member (a "Triggering
Event"), the LLC shall have the first option to purchase all or a portion of his or her membership interest.
If the LLC exercises such option with respect to less than all of the membership interest, then the remaining
members shall have the second option to purchase the remaining portion of his or her membership interest
based upon the relative percentage interest orvned by such member and the remaining members electing to
purchase the membership interest. If the LLC and remaining members exercise their option with respect to
less than all of his or her membership interest, then the remaining members who have elected to purchase
a portion of such membership interest shall have the third option to purchase the remaining portion of his
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or her membership interest. The LLC shall give notice to the members within a reasonable time after
learning of the occurrence of a Triggering Event. The option shall be exercised as follows:
(a) The LLC shall give notice to the members of its decision to exercise its option as
to all or a portion of the membership interest the LLC may purchase within sixry (60) days of receiving
notice of the occurrence of a Triggering Event.
(b) If the LLC and remaining members exercise their option with respect to less than
all of the membership interest, then each remaining member shall have the second option to purchase the
remaining portion of the membership interest by giving notice to the LLC and the remaining members of
his or her decision to exercise his or her option as to all or a portion of the membership interest he or she may
purchase within thirty (30) days of receipt of the first notice.
(c) If the LLC exercises its option with respect to less than all of the membership
interest, then the members who have elected to purchase a portion of such membership interest shall have
the third option to purchase the remaining portion of the membership interest, pro rata based on membership
interests, by giving notice to the LLC and the remaining members within thirry (30) days of receipt of the
LLC notice. If some members purchase portions of the membership interest and others do not, the
purchasing members may purchase the unpurchased portion pro rata based upon the membership interests
of the purchasing members.
(d) The price to be paid for the membership interest shall be sixty five percent (65%)
of the fair market value of the membership interest as determined under Section 9.6.
(e) The closing of the sale of the membership interest shall occur on a date and time
mutually convenient to the parties; provided that the closing date shall occur no later than the sixtieth (60th)
day following the day that the last notice given in subsections (a), (b), or (c) above. On the closing date, the
parties shall execute such documents and instruments of conveyance as may be necessary or appropriate to
confirm the sale of the membership interest, the withdrawal of the selling as a member as of the date of the
Triggering Event, and the assumption by the new owners of all liabilities with respect to the LLC.
(0 The payment for the membership interest shall be made in installments ("Installment
Payments") as follows: ten percent (10%) of the price shall be paid on the closing date. The remainder of
the price shall be paid in equal annual installments on the next five (5) consecutive anniversaries of the
closing date. The unpaid portion of the price shall bear interest at the prime rate of U.S. Bank on the closing
date. The remaining amount of the purchase price may be prepaid at any time.
(g) In the event the options to purchase are exercised with respect to less than all of the
membership interest, so that less than all of the membership interest is purchased in accordance with the
terms of this Section 8.4, the option shall lapse and the remaining members shall be deemed to have given
consent to the transfer to the representative of the bankrupt member, subject to the application of Article 9.
The membership interest shall remain subject to the all of the terms, covenants, conditions and restrictions
of this operating agreement, including this option. During the period in which payments are being made,
the former member shall have no rights as a member in the LLC.
8.5 Admission of Assisnees as Members. Subject to the other provisions of this Article 8. an
assignee of membership interests may be admitted to the LLC as a member only upon the consent of the
manager and the satisfaction of such other terms and conditions as the manager shall require.
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8.6 Riehts of Unadmitted Assienees. A person who acquires one or more membership interests
but who is not admitted as a member pursuant to this Article 8 shall be entitled only to the economic rights
with respect to such transferred membership interests in accordance rvith this operating agreement, and shall
have no right to vote on any matters as a member, shall have no right to any information or accounting of
the affairs of the LLC, shall not be entitled to inspect the books or records of the LLC, and shall not have
any of the rights of a member under the Act or this operating agreement.
ARTICLE 9
WITHDRAWAL AND DISSOLUTION
9.1 Withdrawal. Each member agrees not to withdraw from the LLC without the consent of a
majoriry of the other members. A voluntary withdrawal in violation of this Section 9.1 shallbe effective
after ninety (90) days written notice delivered to the managers, but shall constitute a breach of this operating
agreement for which the LLC and other members shall have the remedies provided under applicable law or
in equity.
9.2 Events of Dissolution. Except as otherwise provided in this operating agreement, the LLC
shall dissolve upon the earlier of: (a) the time for dissolution specified in the articles of organization; (b) the
death, withdrawal, expulsion, bankruptcy, or dissolution of any member; or (c) approval of dissolution by
a vote of the members.
9.3 Effect of Death of a Member. In the event of the death of a member, then the remaining
members and the deceased member's spouse, estate or other beneficiary may within 90 days elect by majority
vote to continue the LLC. If the surviving members and the deceased member's spouse, estate or other
beneficiary do not so elect, the LLC shall be dissolved.
9.4 Effect of Withdrawal or Other Event. Upon the withdrawal, expulsion, or dissolution of a
member, or bankruptcy if the option under Section 8.4 is not triggered or is exercised as to less than all of
the membership interest subject to the option, and if there are at least two remaining members, then the
remaining members may within 90 days, without waiving any remedies in the case of voluntary withdrawal,
elect by majority vote to continue the LLC among themselves and to have the LLC purchase the interest of
the affected member pursuant to the provisions of Sections 9.6 and 9.7. The election shall be at the
discretion of the remaining members and shall require their majority consent. If the option under Section
8.4 is exercised as to all of the subject membership interest, then the LLC shall be continued. If the option
under Section 8.4 is not exercised as to all of the membership interest subject to the option, and if the
remaining members do not elect to continue as provided above, then the LLC shall be dissolved.
9.5 Liquidation Upon Dissolution and Windine Up. Upon the dissolution of the LLC, the
managers shall wind up the affairs of the LLC. A full account of the assets and liabilities of the LLC shall
be taken. The assets shall be promptly liquidated and the proceeds:
(a) First, to the payment and discharge of all of the LLC's debts and liabilities to creditors
other than members;
members;
(b) Second, to the payment and discharge of all of the LLC's debts and liabilities to
(c) Third, to the members to repay their capital contributions:
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(d) The balance, if any, to the members in accordance with their capital accounts after giving
effect to all contributions, distributions, and allocations for all periods.
With approval by vote of the members, the LLC may, in the process of winding up the LLC, elect to
distribute certain properry in kind.
9.6 Valuation of Member's Interest. Upon an election by the LLC to purchase the interest of
a member pursuant to Section 9.4, within a reasonable time of the event triggering the requirement for an
appraisal, the LLC shall pay for an appraisal of the membership interest being purchased. Such appraisal
shall be made by an MAI certified appraiser. The appraisal shall be completed within a reasonable time and
shall be the price determined for the membership interest under this Section 9.6.
9.7 Payment for Member's Interest. The purchase price for a member's interest purchased
pursuant to Section 9.4 shall be made in installments ("Installment Payments") as follows: ten percent (10%)
of the price shall be paid on the closing date. The remainder of the price shall be paid in equal annual
installments on the next five (5) consecutive anniversaries of the closing date. The unpaid portion of the
price shall bear interest at the prime rate of U.S. Bank on the closing date. The LLC may prepay the
remaining amount of the purchase price at any time.
9.8 Effect of Purchase of Member's Interest. A member shall cease to be a member upon the
LLC's election to purchase the member's interest pursuant to Section 9.4. During the period in which the
LLC is making payments, the former member shall have no rights as a member in the LLC.
ARTICLE IO
INDEMNIFICATION
l0.l Indemnification. The LLC shall indemnify each of its managers to the fullest extent
permissible under Idaho law, as the same exists or may hereafter be amended, against all liability, loss and
costs (including, without limitation, attorney fees) incurred or suffered by such person by reason of or arising
from the fact that such person is or was a manager of the LLC, or is or was serving at the request of the LLC
as a manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited
liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The LLC
may, by action of the members or managers, provide indemnification to employees and agents of the LLC
whoarenotmanagers. TheindemnificationprovidedinthisSection l0.l shallnotbeexclusiveofanyother
rights to which any person may be entitled under any statute, bylaw, agreement, resolution of members or
managers, contract, or otherwise.
10.2 Limitation of Liabiliw. Managers of the LLC shall not be liable to the LLC or its members
for monetary damages for conduct as managers except to the extent that the Act, as it norv exists or may
hereafter be amended, prohibits elimination or limitation of manager liabiliry. No repeal or amendment of
this section or of the Act shall adversely affect any right or protection of a manager for actions or omissions
prior to the repeal or amendment.
ARTICLE I I
ANIENDIVIENTS
I 1 . I Bv Ivlembers. The members may amend or repeal the provisions ofthis operating agreement
by majority vote set forth in writing or by action taken at a meeting of members called for that purpose,
except that this operating agreement may not be amended adversely as to any member rvithout the consent
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of such member. This operating agreement may not be amended or repealed by oral agreement of the
members.
ll.2 By Manaqers. The managers may not amend or repeal the provisions of this operating
agreement.
ARTICLE 12
MISCELLANEOUS
12.l Additional Documents. Each member shall execute such additional documents and take
such actions as are reasonably requested by the managers in order to complete or confirm the transactions
contemplated by this operating agreement.
12.2 Headinss. Headings in this operating agreement are for convenience only and shall not
affect its meaning.
12.3 Severabiliw. The invalidity or unenforceability ofany provision ofthis operating agreement
shall not affect the validity or enforceability of the remaining provisions.
12.4 No Third-Partv Beneficiaries. The provisions of this operating agreement are intended
solely for the benefit of the members and shall create no rights or obligations enforceable by any third party,
including creditors of the LLC, except as otherwise provided by applicable law.
12.5 No Partnership Intended for Nontax Purposes. The members have formed the limited
liability company under the Act, and expressly do not intend hereby to form a partnership under any Idaho
statute. The members do not intend to be parlners one to another, or partners as to any third party. To the
extent any member, by word or action, represents to another person that any other member is a partner or
that the limited liability company is a partnership, the member making such wrongful representation shall
be liable to any other member who incurs personal liability by reason of such wrongful representation.
12.6 Partnership Intended for Tax Pumoses. It is the express intention of the members that the
LLC be treated as a partnership for purposes of federal and state taxation. The members agree to take such
actions and make such elections as may be necessary or convenient to all the LLC to be treated as a
partnership. If it is determined that the LLC is or will not be classified as a partnership under the Internal
Revenue Code, then the operating agreement shall be considered amended to the smallest degree possible
in whatever manner necessary to ensure that the LLC is or shall be treated as a partnership under the Code
for purposes t-ederal and state taxation.
12.7 Bindine Effect. Except as otherwise provided in this operating agreement, every covenant,
term, and provision of this operating agreement shall be binding upon and inure to the benefit of the
members and their respective heirs, legatees, legal representatives, successors. transferees, and assigns.
12.8 Construction. Every covenant, term, and provisions of this operating agreement shall be
construed simply according to its fair meaning and not strictly fbr or against any member. The terms of this
operating agreement are intended to embody the economic relationship among the members and shall not
be subject to modification by, or be conformed with, any actions by the Internal Revenue Service except as
this operating agreement may be explicitly so amended and except as may relate specifically to the filing of
tax refurns.
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12.9 Time. Time is of the essence with respect to this operating agreement.
12.10 Govemins Law. The laws of the State of Idaho shall govern the validity of this operating
agreement, the construction of its terms, and the interpretation of the rights and duties of the members.
12.ll Waiver of Action for Partition: No Bill for Partnership Accountine. Each of the members
irrevocably waives any right that he may have to maintain any action for partition with respect to any of the
company property. To the fullest extent permitted by law, each member covenants (except with the consent
of the managers) not to file a bill for limited liability company accounting.
12.12 Countemart Execution. This operating agreement may be executed in any number of
counterparts with the same effect as if all of the members had signed the same document. All counterparts
shall be construed together and shall constitute one agreement.
12.13 Specific Performance. Each member agrees with the other members that the other members
would be irreparably damaged if any of the provisions of this operating agreement are not performed in
accordance with their specific terms and that monetary damages would not provide an adequate remedy in
such event. Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching
members may be entitled, at law or in equity, the nonbreaching members shall be entitled to injunctive relief
to prevent breaches of the provisions of this operating agreement and specifically to enforce the terms and
provisions hereof in any action instituted in any court of the United States or any state thereofhaving subject
matter j urisdiction thereof.
12.14 Notice. All notices, demands, requests and other communications required or permitted
hereunder shall be in writing and shall be deemed delivered on the earlier of (i) three (3) days after the date
ofposting ofregistered or certified mail, addressed to the addressee at its address set forth herein or at such
other address as such parry may have specified theretofore by notice delivered in accordance with this
Section 12.14, (ii) attempted delivery or refusal to accept delivery if sent by courier or other personal
delivery service, or (iii) actual receipt by the addressee regardless of the method of giving notice. The
addresses in this operating agreement, as amended from time to time, shall be used for purposes of giving
notice to members.
12.15 Riqhts and Remedies Cumulative. The rights and remedies provided by this operating
a-qreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive
the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights
the parties may have by law, statute, ordinance or otherwise.
12.16 Waivers. The failure of any parry to seek redress for violation of or to insist upon the strict
performance of any covenant or condition of this operating agreement shall not prevent a subsequent act,
which would have originally constituted a violation, from having the effect of an original violation.
12.17 Attornev Fees. In the event any action is instituted to enforce or determine the parties'rights
or duties arising out of the terms of this operating agreement, the prevailing party shall recover reasonable
attorney fees and costs through all levels ofany action incurred in such proceeding.
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ADOPTED effective as of December 18, 1998, by the undersigned, constituting all of the members.
Jmfrw*
John Robbins, n/ember
Peter C. Spaeth, member
, I,(')o,^- Auwftcl
member
Bauchman, me
Robert Bauchman, member
\TELECOMI\HOME\lntemet\Signature Page Fretel LLC.doc
FRETEL COMMUNICATIONS, LLC
BASIC EXCHANGE LOCAL SERVICE
Fretel Communications, LLC
Toll Free Telephone Number
1-888-624-7733
Idaho Public Utilities Commission
47 2 W . Washington Street
Boise, ID 83702-5983
1-800-432-0369
This price list contains the rates, terms and conditions applicable to the sale of basic
exchange local service within the state of Idaho provided by Fretel Communications,
LLC
EXHIBIT C
Fretel Communications, LLC Idaho price list
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1)
2)
Table of Contents
Definitions, Terms and Abbreviations
General Rules and Regulations2.t Undertaking of Fretel Communications, LLC.2.2 Limitations2.3 Use2.4 Payment for Service . . .2.5 Taxes2.6 Regulatory Fees2.7 Customer Relations Rules2.8 Establishment and Reestablishment of Credit2.9 Deposits and Advanced PaymentsA) Advance PaymentsB) Deposits
2.10 Rendering and Payment of Bills2.ll The Company May Offer Discounted Service to Its Employees . . .
2.L2 Liability of the Company
2.13 Provision of Equipment and Facilities2.I4 Customer Equipment and ChannelsA) GeneralB) Station EquipmentC) Interconnection of Facilities
2.15 Non-routine Installation and Special ConstructionA) Non-routine InstallationB) Special Construction
2.LG Ownership of Facilities
2.17 Prohibited Uses
2.18 Shortage of Equipment or Facilities
3) Description of Services Offered3.1 General3.2 Local Calling Area3.3 Exchange Access Line Service
4
4
4
5
5
5
5
6
6
6
6
6
I
InI
8
9I
10
10
11
11
11
10
10
12
L2
3.4
3.5
3.6
3.7
Basic Trunk Service
Service Order Charges
Service Restoration
Exchange Access Optional FeaturesA) Directory ListingsB) Traffic Blocking and Restriction1) 9)O( Blocking Service2) 1+ and 0+ RestrictionC) Measured Service1) Local Measured ServiceD EAS Measured ServiceD) Installation
t2
13
13
13
13
13
13
L4
t4
t4
14
t4
t4
t4
15
151) New Service
Fretel Communications, LLC
E)
F)
G)
H)
I)
Rates for Service Offered
D Transfer Service
Volume and Pro
Vacation Plan
motional Discounts
Long Distance Carrier Changes (PIC)
Virtual Phone Accounts
Customer Calling Features
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15
15
15
15
15
15
19
19
4)4.1 Standard Rates
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1) Defrnitions, Terms and Abbreviations
Company - Whenever used in this price list, company refers to
Fretel Communications, LLC unless otherwise specified.
Customer - The person, firm, corporation or government unit
that orders service and is responsible for the payment of charges
and for compliance with company tariff regulations.
Basic Local Exchange Serwice - The provision of access lines
to residential and small business customers with the associated
transmission of two-way interactive switched voice
communications within a local exchange area.
Basic Local Exchange Rate - The monthly charge imposed by
the company for basic local exchange service, but not including
any charges resulting from action by a state or federal agency or
taxes or surcharges imposed by a governmental body which are
separately itemized and billed by the company to its customers.
Local Exchange Area - The geographic area encompassing
one or more local communities as described in maps, tariffs or
rate schedules filed with and approved by the commission,
where basic local exchange rates apply.
Commission - The Idaho Public Utilities Commission.
2) General Rules and Regulations
Undertaking of Fretel Communications, LLC.
The company's services are furnished for basic local exchange service
and additional optional services as described in this price list. Any
services not described herein are not governed by this price list's
terms, conditions, rules and rates.
Fretel Communications, LLC will install, operate, own and maintain
the facilities provided in accordance with the terms and conditions set
forth in this price list.
2.1
The company's services
otherwise noted, and are
days a week.
Limitations
2.2.1 Services are offered subject to
facilities and equipment and
price list.
are provided on a monthly basis unless
available twenty-four hours per day, seven
the availability of the necessary
subject to the provisions of this
2.2
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2.2.2 The company reserves the right to interrupt or limit service
when necessitated by conditions beyond its control, or when the
customer is using service in violation of provisions of the price
list, or in violation of the law.
2.2.3 The company does not undertake to transmit messages, but
offers the use of its facilities when available and will not be
liable for errors in transmission or for a failure to establish
connections.
2.2.4 A customer, joint user, or authorized user may not assign or
transfer in any manner the service or any rights associated with
the service without the written consent of the company. The
company will permit customers to transfer their existing service
to another entity if the existing customer has paid all charges
owed to the company for regulated communications service.
Such a transfer will be treated as a disconnection of existing
service and installation of new service and non-recurring
installation charges as stated in this price list will apply.
2.3 Use
Services provided under this price list may be used for any lawful
purpose for which the service is technically suited.
Payment for Service
All charges due by the customer are payable to the company or any
agency duly authorized to receive such payments. Any objections to
billed charges must be reported to the company within thirty (30) days
of the invoice date. Adjustments to the customer's bill shall be made to
the extent that circumstances exist which reasonably indicate that
such changes are appropriate. Once service is activated, the customer
is liable for the payment of all usage charges for the services provided
by the company including any fraudulent use, misuse, or abuse of the
customer's service or customer provided equipment by third parties,
the customer's employees or the public.
Taxes
All state and local taxes are listed as separate line items and are not
included in the quoted rates.
Regulatory Fees
All state and federal commission ordered rates, fees, and surcharges
are listed as separate line items and are not included in quoted rates.
2.4
2.6
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2.7 Customer Relations Rules
The rules applicable to the company's relationships with its customers
are contained in IDAPA 31.41.01 and IDAPA 31.41.02 which address
the following:
o Residential and small business deposits and service guarantee
practices.. Billing. Denial, restriction and termination of service - payment
arrangementso Complaint procedures. Explanation of rate schedules. Notification of rate changeso Summary of testimonyo Non published service. Miscellaneous provisions
2.8 Establishment and Reestablishment of Credit
The company may conduct a credit investigation of each new customer
prior to accepting the service application. A customer whose service
has been discontinued for nonpayment of bills will be required to
reestablish credit before service is restored. The company may require
a customer to pay all amounts past due in addition to any service
connection charges and/or a deposit.
2.9 Deposits and Advanced Pa5rments
A) Advance Payments
To safeguard its interests, the company may require a
customer to make an advance payment before services
and facilities are furnished. In addition, where special
construction is involved, the advance payment may also
include an amount equal to the estimated non-recurring
charges for the special construction. An advance payment
may be required in addition to a deposit. Advanced
payments will be credited to the customer's first month's
bill.
B) Deposits
The company may require the customer to make a deposit
to be held as a guarantee for the payment of charges. A
deposit does not relieve the customer of the responsibility
for the prompt payment of bills on presentation. The
company's deposit practices are set forth in the
commission's customer relation rules IDAPA 31.41.01.
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Interest will be payable on deposits at the rate
determined by the commission.
2.10 Rendering and Payment of Bills
Billing of the customer by the company will begin on the
service commencement date which is the day on which the
company notifies the customer that the service or facility
is available for use. The service commencement date may
be postponed by mutual agreement of the parties, or if the
service or facility does not conform to standards set forth
in this tariff or the service order. Billing accrues throughand includes the day that the service, circuit,
arrangement or component is discontinued.
Customer bills are due and payable on presentation and
become delinquent if not paid by the due date on the bill
which will be 30 days after the billing date.
The customer will be assessed a charge of fifteen dollars
($20.00) for each check submitted by the customer to the
company which a financial institution refuses to honor.
2.ll The Company May Offer Discounted Service to Its Employees
2.L2 Liability of the Company
The liability of the company for damages arising out of
the furnishing of its services, including, but not limited to:
mistakes, omissions, interruptions, delays, errors, or
other defects, representations, or use of these services or
arising out of the failure to furnish the service, whether
caused by acts or omission, shall be limited to the
extension of allowances for interruption and as required
by the commission's rules (IDAPA 31.41.01.503). The
extension of such allowances for interruption shall be the
sole remedy of the customer and the sole liability of the
company. The company will not be liable for any direct,
indirect, incidental, special, consequential, exemplary or
punitive damages to the customer as a result of any
company service, equipment or facilities, or the acts or
omissions or negligence of the company's employees or
agents.
The company shall not be liable for any delay or failure of
performance or equipment due to causes beyond its
control, including but not limited to: acts of God, fire,
flood, explosion or other catastrophes; any law, order,
regulation, direction, action, or request of the United
A)
B)
C)
A)
B)
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States Government, or of any other government, including
state and local governments having or claiming
jurisdiction over the company, or of any department,
agency, commission, bureau, corporation, or other
instrumentality of any one or more of the federal, state, or
local governments, or of nay civil or military authority;national emergencies; insurrections; riots; war;
unavailability of rights-of-way or materials; or strikes,
lock-outs, work stoppages, or other labor difficulties.
The company shall not be liable for any damages or losses
due to the fault or negligence of the customer or due tothe failure or malfunction of customer-provided
equipment or facilities.
The company shall be indemnified, defended and held
harmless by the customer against any claim, loss or
damage arising from the customer's use of services,
involving claims for libel, slander, invasion of privacy, or
infringement of copyright laws arising from the
customer's own communications.
The entire liability for any claim, loss, damage, or expense
from any cause whatsoever shall in no event exceed sums
actually paid the company by the customer for the specific
services giving rise to the claim. No action or proceeding
against the company shall be commenced more than one
year after the service is rendered. THE COMPANY
MAKES THIS WARRANTY IN LIEU OF ALL OTHER
WARRANTIES AND MAKES NO OTHER WARRANTY
OR REPRESENTATION, EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
The included tariff language does not constitute a
determination by the commission that a limitation of
liability imposed by the company should be upheld in a
court of law. Acceptance for filing by the commission
recognizes that it is a court's responsibility to adjudicate
negligence and consequential damage claims. It is also
the court's responsibility to determine the validity of the
exculpatory clause.
2.13 Provision of Equipment and Facilities
A) The company shall use reasonable efforts to make
available services to a customer on or before a particular
date, subject to the provisions of an compliance by the
C)
D)
E)
F)
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customer with the regulations contained in this tariff and
the availability of facilities and equipment.
B) The company shall use reasonable efforts to maintain only
the facilities and equipment that it furnishes to the
customer. The customer may not, nor may the customer
permit others to, rearrange, disconnect, remove, attempt
to repair, or otherwise interfere with any of the facilities
or equipment installed by the company.
C) The company may substitute, change, or rearrange any
equipment or facility at any time as long as the change
does not thereby diminish the technical parameters of the
service provided the customer.
D) Equipment the company provides or installs at the
customer premises for use in connection with the services
the company offers shall not be used for any purpose
other than that for which the company provided it.
E) The customer shall be responsible for the payments of
service charges as set forth herein for visits by the
company's agents or employees to the premises of the
customer when the service difficulty or trouble report
results from the use of equipment or facilities provided by
any party other than the company, including, but not
limited to, the customer.
F) The company shall not be responsible for the installation,
operation, or maintenance of any customer-provided
communications equipment. Where such equipment is
connected to the facilities furnished pursuant to this
tariff, the responsibility of the company shall be limited to
the furnishing of facilities offered under this tariff and to
the maintenance and operation of such facilities. Subjectto this responsibility, the company shall not be
responsible for: the transmission, or the reception of
signals by customer-provided equipment.
2.14 Customer Equipment and Channels
A) General
A user may transmit or receive information or signals via
the facilities of the company. The company's services are
designed primarily for the transmission of voice-grade
telephonic signals, except as otherwise stated in thistariff. A user may transmit any form of signal that is
compatible with the company's equipment, but the
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company does not guarantee that its service will be
suitable for purposes other than voice-grade telephonic
communication except as specifically stated in this tariff.
Station Equipment
Terminal equipment on the user's premises and the
electric power consumed by such equipment shall
be provided by and maintained at the expense of
the user. The user is responsible for the provision
of wiring or cable to connect its terminal equipment
to the company point of connection.
The customer is responsible for ensuring that
customer-provided equipment connected to
company equipment and facilities is compatible
with such equipment and facilities. The magnitude
and character of the voltages and currents
impressed on company-provided equipment andwiring by the connection, operation, or
maintenance of such equipment and wiring shall be
such as not to cause damage to the company-
provided equipment and wiring or injury to the
company's employees or to other persons. Ary
additional protective equipment required to
prevent such damage or injury shall be provided by
the company at the customer's expense.
C)Interconnection of Facilities
Any special interface equipment necessary to
achieve compatibility between the facilities and
equipment of the company used for furnishing
communications services and the channels,
facilities, or equipment of others shall be provided
at the customer's expense.
Communication services may be connected to the
services or facilities of other communications
carriers only when authorized by, and in
accordance with, the terms and conditions of the
tariffs of the other communications carriers which
are applicable to such connections.
2.15 Non-routine Installation and Special Construction
B)
1)
2)
1)
2)
A) Non-routine Installation
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At the customer's request, installation and/or
maintenance may be performed outside the company's
regular business hours or in hazardous locations. In such
cases, charges based on cost of the actual labor, material,
or other costs incurred by or charged to the company will
apply. If installation is started during regular business
hours into time periods including, but not limited, to,
weekends, holidays, and/or night hours, additional
charges may apply.
Special Construction
Subject to the agreement of the company and to all of the
regulations contained in this tariff, special construction of
facilities may be undertaken on a reasonable efforts basis
at the request of the customer. Special construction is
that construction undertaken:
1) where facilities are not presently available, and
there is no other requirement for the facilities so
constructed;
2) of a type other than that which the company would
normally utilize in the furnishing of its services;
3) over a route other than that which the company
would normally utilize in the furnishing of its
services;
in a quantity greater than that which the company
would normally utilize in the furnishing of its
services;
on an expedited basis;
on a temporary basis until permanent facilities are
available
involving abnormal costs; or
in advance of its normal construction schedule.
2.16 Ownership of Facilities
Title to all facilities provided in accordance with this tariff remains in
the company, its agents or contractors.
2.17 Prohibited Uses
B)
4)
5)
6)
7)
8)
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A) The services the company offers shall not be used for any
unlawful purpose or for any use as to which the customer
has not obtained all required governmental approvals,
authorizations, licenses, consents and permits.
B) The company may require a customer to immediately shut
down its transmission of signals if said transmission is
causing interference to others.
2.18 Shortage of Equipment or Facilities
The company reserves the right to limit or allocate the use of existing
facilities, or of additional facilities offered by the company, when
necessary because of lack of facilities, or due to some other cause
beyond the company's control.
The furnishing of service under this price list is subject to the
availability on a continuing basis of all the necessary facilities and is
limited to the capacity of the company's facilities, as well as facilities
the company may obtain from other carriers to furnish service from
time to time, as required, at the sole discretion of the company.
3) Description of Services Offered
3.1 General
Exchange access service, as defined for this price list, provides a
customer with a telephonic connection to, and a unique telephone
number address on the public switched telecommunications network.
Each exchange access service enables users to:
1) receive calls from other stations on the public
switched telecommunications network;
2) access other services offered by the company as set
forth in this price list;
3) access interstate and international calling services;
4) access (at no additional charge) emergency services
by dialing 9-1-1;
5) access (at no additional charge) the company's or its
contracted agent for operator services; and
6) access services provided by other common carriers
which purchase the company's switched access
services as provided under the company's frled price
lists at the federal and state level.
Fretel Communications, LLC
3.2
3.3
3.5
3.6
3.4
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Local Calling Area
Geographically defined local calling areas are associated with each
exchange access service provided pursuant to this section. Unless
specifically noted otherwise herein, local calling areas are as specified
in US West Communications, Inc.-Basic Local Exchange, in effect and
as amended from time to time; and as specified in GTE Northwest
Incorporated - I.P.U.C. No. 3, in effect and as amended from time to
time.
The rates and charges for local exchange service entitle the customer
to local calls, without toll charges, to all local exchange access lines
connected to a Central Office of the exchange, or to all exchange lines
served by Central Offices of the extended local service area where
comprised of more than one exchange.
Exchange Access Line Service
Line service provides a customer with a single, voice-grade telephonic
communications channel which can be used to place or receive one call
at a time. Lines are provided for connection of customer-provided
terminal equipment to the public switched telecommunications
network. Each line may be configured into a hunt group with other
company provided lines.
Basic Trunk Service
Basic trunk service provides a customer with a single, voice grade
telephonic communications channel which can be used to place or
receive one call at a time. Basic trunks are provided for connection of
customer provided private branch exchange (PBX) lines to the public
switched telecommunications network. Each basic trunk is provided
with touch tone signaling and may be configured into a hunt group
with other company provided basic trunks.
Service Order Charges
Absent a promotional offering, service order charges will apply to new
service orders or to orders to change existing service.
Service Restoration
A charge applies to restoration of service temporarily suspended
because of non-payment of bills and is payable at the time that service
is restored. The charge does not apply when service has been
terminated and later reinstalled.
Exchange Access Optional Features3.7
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Directory Listings
For each customer of the company provided exchange
access service(s), the company will arrange for the listing
of the customer's main billing telephone number in the
directory(ies) published by the dominant local exchange
carrier. A listing will include the customer's name,
address and telephone number at no additional charge.
Other customer ipecified listing options and additional
listings are available at an additional charge.
Traffic Blocking and Restriction
1) 9)O( Blocking Service
This service blocks access from the customer's
access line to 9)O( (900/976) telephone numbers.
A customer may have 9XX blocking installed one
time for no charge. Subsequent unblocking or
blocking shall incur a nonrecurring charge.
2) 1+ and 0+ Restriction
This service blocks access from the customer's
access line to all calls starting with 1 or 0. The
company may impose this on a customer's line in
the event the customer's account is more than 30
days past due. Customers with this restriction willstill have calling to numbers within the local
exchange, however calls to numbers in other EAS
exchanges will be blocked.
Measured Service
1) Local Measured Service
This service offers a reduced rate per month for
basic exchange service and charges a per minute
rate for all calls within that exchange. Calls to
numbers in another local exchange that is in the
same EAS area may be assessed a per minute rate
higher than the rate for calls within the exchange.
2) EAS Measured Service
This service offers a reduced rate per month for
basic exchange service and all calls within that
A)
B)
C)
(la
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customer's local exchange can be made for no
additional charge. Calls to another exchange in the
same EAS area will be assessed a per minute rate.
Installation
New Service
New service is defined as service at a location that
has not had telephone service with any local
exchange carrier in the past.
Transfer Service
Transfer service is defined as service at a location
that has had telephone service in the past with any
local exchange carrier.
Volume and Promotional Discounts
Any charges may be discounted for multi-line customers
and for promotional programs and combination packages
of multiple service.
Vacation PIan
Vacation rates will be one-half of the customer's basic
local exchange rate.
Long Distance Carrier Changes (PIC)
Customer requested changes of their long distance carrier
will have a charge associated with that activity.
Virtual Phone Accounts
Virtual phone numbers will be available at a separate
rate from basic local exchange service. These aciounts
are accessed by using a pin number from any phone in the
company's local exchange area. It is not necessary for a
customer to have a basic local access line to have a virtual
phone number. Any calls made using that customer's pin
number will be directly billed to that customer's mailing
address.
Customer Calling Features
Custom calling features available:
D)
1)
2)
E)
F)
G)
H)
I)
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Call Forwarding Busy
this feature allows a subscriber to have calls forwarded to
another (selected) directory number when the subscriber's
line is Busy or in Do Not Disturb. When the feature is
active it does not affect the normal operation of the
subscriber's line when idle (i.e., the subscriber can make
and receive calls in the normal manner).
Call Forwarding No Answer
This feature allows a subscriber to have all calls
forwarded to another (selected) directory number when
the call remains unanswered for a predefined period of
time.
Call Forwarding Variable
This feature allows a subscriber to have all calls
forwarded to another (selected) directory number. While
Call Forwarding Variable is active, the forwarding
subscriber can originate calls in the normal manner. The
subscriber with Call Forwarding Variable active receives
a ring reminder each time a call is forwarded, but cannot
answer the ring reminder.
Call Hold
This feature allows a subscriber to return the telephone's
handset on-hook while a call is in progress. Calls placed
on Hold are retrieved via a feature access code (see CALL
HOLD RETRIEVE).
Call Hold Retrieve
This feature allows a subscriber to retrieve calls that have
been placed on hold (see CALL HOLD). Held calls are
retrieved by dialing the Call Hold - Retrieve feature
access code.
Call Restriction
This feature allows a subscriber to restrict outgoing calls
from their line under account code control.
Call Waiting
This feature allows a subscriber engaged in an existing
call to be given an indication that another caller is
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attempting to obtain a connection to the engaged
subscriber. The called subscriber receives call waiting
tone and the calling subscriber receives audible ringing or
a recorded announcement followed by audible ringing.
The called subscriber can then choose whether to answer
the call (therefore placing the existing caller on hold) or
remain with the current caller and ignore the new caller.
The Call Waiting feature applies to the first call made to a
busy subscriber. Subsequent callers will receive a busy
tone when there is a current caller waiting.
Call Waiting - Cancel
This feature allows a subscriber with the Call Waiting
feature enabled and invoked to disable the Call Waiting
feature for the duration of a call. It is activated by dialing
a feature access code prior to placing a call, and is
automatically deactivated when the subscriber
disconnects from the call. The Cancel Call Waiting(CCW) feature may also be activated during an
established call. The operation can be executed whenever
recall dial tone is received. Three Way Calling, Call Hold
and Call Trace provide this capability. Subscribers who
place a call to a busy subscriber who has invoked Cancel
Call Waiting will receive busy tone.
Calling Number Delivery Blocking
Calling Number Delivery Blocking allows the calling
party to inhibit the delivery of their Directory Number to
the called party's line. This may be done on a'per line'or
'per call' basis. If done on a per line basis, the subscriber's
directory number is automatically marked as 'private'in
the outgoing IAM. If done on a per call basis, the
subscriber must dial a feature access code to set his
directory number's privacy status before dialing the called
directory number.
Customer Originate Call Trace
This feature allows a subscriber to identify calling lines in
order to determine the source of nuisance or threatening
calls. Output is in the form of a maintenance log.
Calling Identity Delivery and Suppression
Calling Identity Delivery and Suppression allows the
calling party to control the presentation of their name and
I t, F
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number on a 'per call' basis by dialing feature access
codes.
Do Not Disturb
This feature allows a subscriber to place their telephonein an apparent busy condition to all incoming calls
without affecting the outgoing features of the line (i.e.,
calls and feature activations can be made). The feature is
set up and removed as required by the subscriber. Special
Busy Tone is returned if a line in a Do Not Disturb (DND)
condition is called.
Home Intercom
This feature allows a subscriber to use any extension in a
home or business as an intercom device to call other
extensions connected to the same line.
Last Number Redial
This feature allows a subscriber to automatically redial
the last number dialed at their telephone. Each time a
subscriber dials a number, the digit string is stored in the
system as the subscriber's "last number dialed". The
system dials this stored number automatically when the
subscriber enters the appropriate feature code.
Make Busy
This feature allows a subscriber who is a member of a
hunt group to temporarily remove their directory number
from hunt operations directed towards the group. While
in the Make Busy condition, a hunt group member cannot
be accessed by dialing a hunt group pilot number, but will
receive calls made directly to their directory number.
Message Waiting Indication
This feature allows a subscriber to hear a special (stutter)
dial when they go off-hook and a message is waiting. This
feature is used as an enhancement to voice mail services.
Speed Call
This feature allows a subscriber to dial frequently called
numbers using a short one or two digit code. A subscriber
who has been allocated this feature can store and invoke
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ta i' I
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frequently dialed numbers, each number being associated
with a short code called a speed call number.
Three Way Calling
This feature allows a subscriber to add a third party to an
existing conversation. The Three Way Calling (TWC)
feature is a software function and requires no additional
equipment. The party initiating a three way call (the
controller) may place one party on hold while dialing and
talking to a second party. The controller may then
include the held party in a three way connection. The
added party may be dropped from the connection by a
flash from the controller.
Voice Mail
This feature uses electronic storage capabilities to receive
and record calls directed to it and store information
offered by the caller. Voice mail can be programmed to
answer after a set number of rings or if the customer's
line is busy.
Wakeup Call
This feature allows a wakeup call to be set up to ring a
subscriber's telephone at a pre-programmed time.
4) Rates for Service Offered
4.1 Standard Rates
Description
Exchange Access Line Service
Basic Trunk Service
Standard Installation
Installation of Customer
Owned Equipment
Restoration of Service
Measured Service
Within Local Exchange
Business
$40.00
$so.oo
$so.oo
Residence
$25.00
$so.oo
$60.00/hr
$20.00
$60.00/hr
$20.00
Flat Rate $17.50 $10.50
.,1r
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Plus Rate/lVlin $ .02lmin $ .O2lmin
Within Total EAS Area
Flat Rate $20.00 $15.00
Plus Rate/lVlin $ .08/min $ .0Simin
Virtual Phone Accounts $15.00 $15.00
Long Distance Carrier Change $S.OO $ S.OO
Custom Calling Features
Voice Mail plus
Any 10 Features $12.95 $0.9S
AdditionalFeatures $f.fO $ 1.50
(Price per Feature)
Usage Sensitive Features $ .ZS $ .ZS
(Maximum Charge $5.00)