20010301Application.pdf

FREMONTTELCOM
110 EAST MAIN ST.ANTHONY,ID 83445-1543 [phone] FAX [phone]
idaho i'ubüc Mities CommisSIOliOllicecíiheSecretaryRECEIVED
NEW CASE
Boise,idahá
February 26,2001
Idaho Public Utilities Commission
P.O.Box 83720
Boise,Id 83720-0074
Dear Sirs:
Please find enclosed the Interconnection Agreement between Edge Wireless and FremontTelcombeingsubmittedforapproval.It is identical to the previous agreement betweenUSCellularandFremontthathadpreviouslybeenapproved.If you have any questionspleasecontactmeat208-624-7300.
incer
Mike Dolezal
MD/tm
Davis Wright Tremaine LLP
ANCH(3|tAGE lHil.l.EVUli CHAllLl3PTE Ht)NL)LULU LC)S .ANE ELES NFW Yt31tKSANFR.4NCISCC3 SEATTLE WASHINt;Tt)N,13.0 .SHANGHAI
MARK P.TRINCHERO SUITE 2300 TEL (,\)2tl-24
Direct [phone] 1300 SW FIFTH AVENUE FAX (5 \)73 ,2
[e-mail] i R I I \Ni»,OIL 97201-5682 www.dwt.com
February 23,2001
Via Facsimile [phone] &Overnight Mail
Mr.Mike Dolezal
Fremont Telcom
110 East Main
St.Anthony,ID 83445-1543
Re:Interconnection Agreement Between United States Cellular Corporation
and Fremont Telcom
Dear Mr.Dolezal:
Attached is the United States Cellular &Fremont Telcom Interconnection Agreement further modified,pursuant to our discussions,for adoption by Edge Wireless,LLC ("Edge").I am simultaneously sendingthistoMichaelBrinkatEdgeforsignature,with instructions for him to fax his executedsignaturepage toyou.Please sign and fax to Michael a copy of your executed signaturepage.Consistent with Section21.1 of the Agreement,the Agreement may be executed in multiple counterparts.
Pursuant to Section 2.1,Fremont will submit this Agreement to the Idaho Commission for approval.Please provide me with a copy of your cover letter to the Idaho Commission when you file theAgreement.
Thank you for your assistance.Please call me at [phone] if you have any questions.If you havespecificoperationalquestionsrelatingtotheAgreement,please feel free to contact Michael Brink at [phone].
Very trulyyours,
Davis W ght Tremaine
Mar .Trinchero N
Enclosure
cc:Michael Brink (w/encl.)
F:\5\54189\2\COVERLETTER.DOC
Portland
Commercial Mobile Radio Services
InterconnectionAgreement
Between
Fremont Telcom
Edge Wireless,LLC
General Terms and Conditions1.Introduction Page 32.Effective Date 33.Intervening Law 34.Term of Agreement 35.Assignment 46.Confidentiality and Proprietary Information 47.Liability and Indemnity 58.Payment of Rates and Charges 69.Dispute Resolution 710.Notices 811.Taxes 912.Force Majeure 1013.Publicity 1014.Amendments or Waivers 1015.Authority 1016.Binding Effect 1117.Consent 1118.Expenses 1119.Headings 1120.Relationship of Parties 112l.ConflictofInterest 1122.Multiple Counterparts 1123ThirdPartyBeneficiariesll24.Regulatory Approval 1125TrademarksandTradeNames1126..Regulatory Authority 1127.Effect of Other Agreements 1228.Verification Reviews 1229.Complete Terms 1330.Responsibility of Each Party 1331.Governmental Compliance 1332.Responsibility for Environmental Contamination 1333.Subcontracting 1334.Referenced Documents 1435.Severability 1436.Survival of Obligations 1437.Governing Law 1438.Disclaimer of Warranties 1439.Definitions and Acronyms 1440.Attachments 1541.Network Architecture 1542.Transmission &Routing 1743.[reserved]1844.Ordering 1845.Network Maintenance &Management 1946.Notice of Network Changes 1950.Billing,Compensation &Charges 2051.Billing 2052.Compensation 2053.Charges 2160.Pricing 23Attachments
Attachment 1:Points of Interconnection
Attachment 2:Definitions
Attachment 3:Acronyms
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INTERCONNECTIONAGREEMENT
This Interconnection Agreement ("Agreement")is entered between Edge Wireless,LLC ("Edge"),an Oregon limited liability company,having anofficeat600S.W.Columbia,Suite 7200,Bend,Oregon 97702,and Fremont Telcom ("Fremont")a corporation,having an office at 110 EastMain,St.Anthony,ID,83445-1543,(collectively,the "Parties").
WHEREAS,Edge is a Local Exchange Carrier in Idaho,
WHEREAS,Edge is a Commercial Mobile Radio Service provider in Idaho,
WHEREAS,pursuant to the Communications Act of 1934,as amended by the Telecommunications Act of 1996 (the "Act"),and other applicablelaws,the Parties desire to enter into an agreement forthe interconnection of their networks and reciprocal compensation for the termination ofLocalTraffic,
NOW,THEREFORE,in consideration of the premises and the mutual covenants of this Agreement,Edge and Fremont hereby agree as follows:
1.0 Introduction
1.1 This Agreement sets forth the terms,conditions and prices under which Fremont agrees to provide Interconnection to Edge.FurtherthisAgreementsetsforththeterms,conditions,and prices under which Edge will provide Interconnection and other services to Fremont,whereapplicable.This Agreement also sets forth the terms and conditions for the interconnection of Edge's network to Fremont's network andreciprocalcompensationforthetransportandterminationoftelecommunications.
1.2 This Agreement includes and incorporates herein the Attachments of this Agreement,and all accompanying Appendices,Addenda and Exhibits.
2.0 EffectiveDate
2.1 The effective date of this Agreement will be the first business day following signature by both Parties.Fremont willsubmitthisAgreementforapprovalbytherelevantstateCommissionwhentheCommissionhasdeterminedthatthisAgreementisincompliancewithSection252oftheAct,unless approval by a state Commission is not required.
3.0 InterveningLaw
3.1 This Agreement is entered into as a result of private negotiation between the Parties,acting pursuant to the Act,and/orotherapplicablestatelawsorCommissionrulings.If the actions of state or federal legislative bodies,courts,or regulatoryagenciesofcompetentjurisdictioninvalidate,modify,or stay the enforcement of laws or regulations that were the basis for aprovisionofthecontract,the affected provision will be invalidated,modified,or stayed as required by action of the legislativebody,court,or regulatory agency.In such event,the Parties shall expend diligent efforts to arrive at an agreement respecting themodificationstotheAgreementrequired.If negotiations fail,disputes between the Parties concerning the interpretation of theactionsrequiredorprovisionsaffectedbysuchgovernmentalactionswillberesolvedpursuanttoanyremedyavailabletothePartiesunderlaw,provided that the Parties may mutually agree to use the dispute resolution process provided for in thisAgreement.
4.0 Term ofAgreement
4.1 Fremont and Edge agree to interconnect pursuant to the terms defined in this Agreement for a term of two (2)yearsfromtheEffectiveDateofthisAgreement,with option to renew this Agreement in periods of one (1)year each thereafter,andthereaftertheAgreementshallcontinueinforceandeffectunlessanduntilterminatedasprovidedherein.Either Party mayterminatethisAgreementbyprovidingwrittennoticeofterminationtotheotherParty,such written notice to be provided at leastsixty(60)days in advance of the date of termination,provided,however,that no such termination shall be effective prior to thedatesixmonthsfromtheEffectiveDateofthisAgreement.By mutual agreement,Fremont and Edge may amend thisAgreementinwritingtomodifyitsterms.
4.2 A Party may terminate this Agreement by giving the other Party written notice of its desire to terminate at least thirty(30)days priorto the intended date of termination if
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(i).the other party makes an assignment for the benefit of creditors;or
(ii).the other Pany makes an unauthorized assignment ofthis Agreement;or
(iii).either Pany fails for three (3)consecutive months to comply with any matenal provision of this Agreement,whether ornotsuchfailurestocomplyarecorrectedafternoticethereofisdeliveredtotheotherPany.
A Partymay terminate this Agreement immediately if the othér Pany fails to perform any ofits obligations under this Agreement in any materialrespectandsuchmaterialfailurecontinueswithoutremedyforaperiodofthirty(30)days after written notice is given by the non-defaulting PanytothedefaultingParty.
The same terms,conditions,and prices will continue in effect,on a month-to-month basis as were in effect at the end of the latest term,orrenewal,so long as negotiations are continuing without impasse and then until resolution pursuant to this Section.
The Parties agree to resolve any impasse by submission of any disputed matter relating to this Agreement to the state Public Utilities /ServiceCommission(PUC/PSC)forthe state in which the services were provided.Should the PUC/PSC decline jurisdiction over the matter,the Partieswillresorttoacommercialproviderofarbitrationservices.
5.0 Assignment
5.1 Neither Party may assign,subcontract,or otherwise transfer its rights or obligations under this Agreement except undersuchtermsandconditionsasaremutuallyacceptabletotheotherPartyandwithsuchParty's prior written consent,which consentshallnotbeunreasonablywithheld;provided that either Party may assign its rights and delegate its benefits,and delegate itsdutiesandobligationsunderthisAgreementwithouttheconsentoftheotherPartytoa100percentcommonlyownedaffiliate ofthatPartythatisalsotherecipientoftherelevantassetsoftheassignor.Nothing in this section is intended to impair the right ofeitherPartytoutilizesubcontractors.
5.2 Each Party will notify the other in writing not less than sixty (60)days in advance of an anticipated assignment.
6.0 Confidentialityand Proprietary Information.
6.1 For the purposes of this Agreement,confidential information ("Confidential Information")means confidential orproprietarytechnicalorbusinessinformationgivenbyoneParty(the "Discloser")to the other (the "Recipient").All informationwhichisdisclosedbyonePartytotheotherinconnectionwiththisAgreement,during negotiations and the term of thisAgreementwillautomaticallybedeemedpropdetarytotheDiscloserandsubjecttothisSection6.0,unless otherwise confirmedinwritingbytheDiscloser.The Recipient agrees (i)to use Confidential Information only forthe purpose of performing underthisAgreement,(ii)to hold it in confidence and disclose it to no one other than its employees having a need to know forthepurposeofperformingunderthisAgreement,and (iii)to safeguard it from unauthorized use or disclosure using at least the samedegreeofcarewithwhichtheRecipientsafeguardsitsownConfidentialInformation.If the Recipient wishes to disclose theDiscloser's Confidential Information to a third-party agent or consultant,such disclosure must be agreed to in writing by theDiscloser,and the agent or consultant must have executed a written agreement of nondisclosure and nonuse comparable to thetermsofthissection.
6.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under thisAgreement.All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright andproprietaryrightsnoticesasarecontainedontheoriginal.
6.3 The Recipient agrees to retum all Confidential Information in tangible form received from the Discloser,including anycopiesmadebytheRecipientwithinthirty(30)days after a written request is delivered to the Recipient,or to destroy all suchConfidentialInformationifdirectedtodosobyDiscloserexceptforConfidentialInformationthattheRecipientreasonablyRequirestoperformitsobligationsunderthisAgreement.If either Partyloses or makes an unauthorized disclosure ofthe otherPartysConfidentialInformation,it will notify such other party immediately and use reasonable efforts to retrieve the lost orwrongfullydisclosedinformation.
6.4 The Recipient will have no obligation to safeguard Confidential Information:(i)which was in the possession oftheRecipientfreeofrestrictionpriortoitsreceiptfromtheDiscloser;(ii)after it becomes publicly known or availablethrough nobreachofthisAgreementbytheRecipient,(iii)after it is rightfully acquired bythe Recipient free of restrictions on its disclosure,or (iv)after it is independently developed by personnel ofthe Recipient to whom the Discloser's Confidential Information had not
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been previously disclosed.In addition,either Pany will have the right to disclose (Confidential information to any mediator,arbitrator,state orfederalregulatorybody,or a court in the conduct of any mediation,arbitration or approval of this Agreement,as long as,in the absence of anapplicableprotectiveorder,the Discloser has been previously notified by the Recipient in time sufficient forthe Recipient to undertake lawfulmeasurestoavoiddisclosingsuchinformationandforDisclosertohavereasonabletimetoseekornegotiateaprotectiveorderbeforeorwith anyapplicablemediator,arbitrator,state or regulatory body or a court.
6.5 The Panies recognize that an individual end user may simultaneously seek to become or be a customer of both Parties.Nothing in thisAgreementisintendedtolimittheabilityofeitherPanytous'e customer specific information lawfully obtained from end users or sources otherthantheDiscloser
6.6 Each Party's obligations to safeguard Confidential Information disclosed priorto expiration or termination of thisAgreementwillsurvivesuchexpirationortermination.
6.7 Except as otherwise expressly provided elsewhere in this Agreement,no license is hereby granted with respect to anypatent,trademark,or copyright,nor is any such license implied solely by virtue of the disclosure of any Confidential Information.
6.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by theRecipientoritsrepresentativesandtheDiscloserwillbeentitledtoseekequitablerelief,including injunctive relief and specificperformance,in the event of any breach or threatened breach of the confidentiality provisions of this Agreement.Such remedieswillnotbedeemedtobetheexclusiveremediesforabreachofthisAgreement,but will be in addition to all other remediesavailableatlaworinequity.
7.0 Liability and Indemnity
7.1 Limitation of Liabilities
With respect to any claim or suit for damages arising out of mistakes,omissions,defects in transmission,interruptions,failures,delays or errorsoccumnginthecourseoffurnishinganyservicehereunder,the liability of the Pany fumishing the affected service,if any,shall not exceed anamountequivalenttotheproportionatechargetotheotherPartyfortheperiodofthatpanicularserviceduringwhichsuchmistakes,omissions,defects in transmission,interruptions,failures,delays or errors occurs and continues;provided,however,that any such mistakes,omissions,defects in transmission,intermptions,failures,delays,or errors which are caused or contributed to bythe negligence or willful act or omission ofthecomplainingPartyorwhicharisefromtheuseofthecomplainingParty's facilities or equipment shall not result in the imposition of anyliabilitywhatsoeveruponthePartyfurnishingservice.Mistakes,omissions,or actions that physically damage a Party's equipment or property orcauseaninterruptioninserviceshallbecorrectedpromptlybyandatthecostofthePartyagainstwhomsaidmistakes,omissions or actions areattributed.
7.2 No Consequential Damages
NEITHER Edge NORFremont WILL BE LIABLE TO THEOTHERPARTY FOR ANY INDIRECT,INCIDENTAL,CONSEQUENTIAL,RELIANCE,OR SPECIALDAMAGES SUFFERED BY SUCH OTHERPARTY (INCLUDINGWITHOUTLIMITATIONDAMAGESFORHARMTOBUSINESS,LOST REVENUES,LOST SAVINGS,OR LOST PROFITS SUFFERED BYSUCHOTHERPARTY),REGARDLESS OF THEFORM OF ACITON,WHETHERIN CONTRACT,WARRANTY,STRICT LIABILITY,OR TORT,INCLUDING W1THOUTLIMITATION NEGLIGENCEOF ANY KIND,WHETHERACITVEOR PASSIVE,ANDREGARDLESSOFWHETHERTHEPARTIESKNEWOFTHEPOSSIBILITYTHATSUCHDAMAGESCOULDRESULT.EACHPARTYHEREBYRELEASESTHEOTHERPARTY(ANDSUCH OTHERPARTY'S SUBSIDIARIES AND AFFILIATES,AND THEIRRESPECTIVEOFFICERS,DIRECTORS,EMPLOYEES,AND AGENTS)FROM ANY SUCH CLAIM.NOTHINGCONTAINEDINTHISSECTIONWILLLIMITFremont's OR Edge's LIABILITY TOTHE OTHERFOR (i)WILLFUL OR INTENTIONALMISCONDUCT(INCLUD1NGGROSS NEGLIGENCE);(ii)BODILYINJURY,DEATH,OR DAMAGE TO TANGIBLEREAL ORTANGIBLEPERSONAL'PROPERTY PROXIMATELYCAUSED BY Fremont's OR Edge's NEGLIGENTACTOR OMISSION ORTHATOFTHEIRRESPECITVEAGENTS,SUBCONTRACTORS OR EMPLOYEES.
7.3 Obligation to Indemnify
7.3.1 Each Pany shall be indemnified and held harmless by the other Pany against claims and damages by third panies arisingfrom(i)any act or omission of the indemnifying Party in connection with its performance or non-performance under this
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Agreement;(ii)actual or alleged impingement by the indemnifying Party of any patent,trademark,copyright,service mark,trade name,trade
secret or intellectual property right (now known or later developed),and (iii)provision of the indemnifying Party's services or equipment,including but not limited to claims arising from the provision of the indemnifymg Party's services to its end users (e.g.,claims forinterruption ofservice,quality of service or billing disputes).Each Party shall also be indemnified and held harmless by the other Party against claims anddamagesofpersonsforservicesfurnishedbytheindemnifyingPartyorbyanyofitssubcontractors,under worker's compensation laws or similarstatutes.
7.3.2 The Parties agree to release,defend,indemnify,and hold harmless the other Party from any claim,demand or suit thatassertsanyinfringementorinvasionofprivacyorconfidentialityofanypersonorpersonscausedorclaimedtobecaused,directly or indirectly,by the other Pay's employees and equipment associated with the provision of any service herein.Thisprovisionincludesbutisnotlimitedtosuitsarisingfromdisclosureofthetelephonenumber,address,or name associated withthetelephonecalledorthetelephoneusedinconnectionwithanyservicesherein.
7.3.3 Fremont makes no warranties,express or implied,concerning Edge's (or any third party's)rights with respect tointellectualproperty(including without limitation,patent,copyright and trade secret rights)or contract rights associated withEdge's rights to interconnect with Fremont's network.Section 7 applies solely to this Agreement.Nothing in this Section willbedeemedtosupersedeorreplaceanyotheragreements,if any,between the Parties with respect to Edge's intellectual propertyorcontractrights.
7.3.4 When the lines or services of other companies and carriers are used in establishing connections to and/or from points notreachedbyaPartyslines,neither Party shall be liable for any act or omission of the other companies or carriers.
7.4 Obligation to Defend;Notice;Cooperation
Whenever a Claim arises forindemnification under this Section,the relevant Indemnitee,as appropriate,will promptly notify the IndemnifyingPartyandrequesttheIndemnifyingPartytodefendthesame.Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party ofanyliabilitythattheIndemnifyingPartymighthave,except to the extent that such failure prejudices the Indemnifying Party's ability to defendsuchCaim.The Indemnifying Party will have the right to defend against such liability or assenion in which event the Indemnifying Party will givewrittennoticetotheIndemniteeofacceptanceofthedefenseofsuchQaimandtheidentityofcounselselectedbytheIndemnifyingParty.Except as set forthbelow,such notice to the relevant Indemnitee will give the Indemnifying Party full authority to defend,adjust,compromise,orsettlesuchGaimwithrespecttowhichsuchnoticewillhavebeengiven,except to the extent that any compromise or settlement might prejudicetheIntellectualPropertyRightsoftherelevantIndemnities.The Indemnifying Partywill consult with the relevant Indemnitee prior to anycompromiseorsettlementthatwouldaffecttheIntellectualPropettyRightsorotherrightsofanyIndemnitee,and the relevant Indemnitee willhavetherighttorefusesuchcompromiseorsettlementand,at the refusing Party's or refusing Party's cost,to take over such defense,providedthatinsucheventtheIndemnifyingPartywillnotberesponsiblefor,nor will it be obligated to indemnify the relevant Indemnitee against any costorliabilityinexcessofsuchrefusedcompromiseorsettlement.With respect to any defense accepted by the Indemnifying Party,the relevantIndemniteewillbeentitledtoparticipatewiththeIndemnifyingPartyinsuchdefenseiftheQaimrequestsequitablerelieforotherreliefthatcouldaffecttherightsoftheIndemniteeandalsowillbeentitledtoemployseparatecounselforsuchdefenseatsuchIndemnitee's expense.In theeventtheIndemnifyingPartydoesnotacceptthedefenseofanyindemnifiedClaimasprovidedabove,the relevant Indemnitee will have the righttoemploycounselforsuchdefenseattheexpenseoftheIndemnifyingParty.Each Partyagrees to cooperate and to cause its employees andagentstocooperatewiththeotherPartyinthedefenseofanysuchClaim.
8.0 Payment of Rates and Charges
8.1 Except as otherwise specifically provided elsewhere in this Agreement,the Parties will pay all rates and charges due andowingunderthisAgreementwithinforty-five (45)days ofreceipt of the invoice in immediately available funds.Fremont andEdgeagreethatwhileeachmaybeentitledtoincomeonamonthlybasisfortrafficortermination,rather than exchangeInvoicesthePartiesagreethatonlyone(1)invoice will be prepared.From month to month the Parties agree to compare theMinutesofuse("MOU")for traffic or termination forthe other Parys subscribers,and the Party povidingthe greater MOU fortrafficorterminationshallcalculateandinvoice("Net Invoice")the Party with the fewer MOU the net difference between thegreaterandlesserMOU("netting")which the Party with the fewer MOUshall pay.If the MOU are equal between the Parties noNetInvoicewillbepreparedordelivered.The Land-to-Mobile Traffic Factor will be 36%and the Mobile-to-Land Traffic Factorwillbe64%,based on U.S.West transiting billing charges to Fremont.
8.1.1 If the payment due date falls on a Sunday or on a Holidaywhich is observed on a Monday,the payment due date shallbethefirstnon-Holiday following such Sunday or Holiday.If the payment due date falls on a Saturday or on a Holiday which is
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observed on Tuesday,Wednesday,Thursday,or Friday,the payment due date shall be the last non-Holiday preceding such Saturday or Holiday.Ifpaymentisnotreceivedbythepaymentduedate,a late penalty,as set forth in 8.3 below,is due.
8.2 If the amount billed is received bythe billing Party after the payment due date or if any portion of the payment isreceivedbythebillingPartyinfundswhicharenotimmediatelyavailabletothebillingParty,then a late payment charge willapplytotheunpaidbalance.
8.3 Except as otherwise specifically provided in this Agreement,interest on overdue invoices will apply at the lesser of thehighestinterestrate(in decimal value)which may be levied by law for commercial transactions,compounded daily arid appliedforeachmonthorportionthereofthatanoutstandingbalanceremains,or 0.000325,compounded daily and applied for eachmonthorportionthereofthatanoutstandingbalanceremains.
9.0 Dispute Resolution
9.1 Notice of Disputes
Notice of a valid dispute,whether billing or contractual in nature,must be in writing specifically documenting the total dollar amount of thedispute,and a detailed description of the underlying dispute.
9.1.1 Billing Disputes
A Pany must submit reasonable and valid billing disputes within ninety (90)days from the due date.Examples of reasonable and valid disputesare:
9.1;1.1 incorrect rate;
9.1.1.2 error in quantity (i.e.,minutes or quantity of circuits or quantity of billable elements incorrect);
9.1.1.3 service did/does not exist;
9.1.1.4 invalid factors;
9.1.1.5 incorrect customer being billed;
9.1.1.6 invalid PON;or
9.1.1.7 backbilling.
9.1.2 All Other Disputes
All other disputes (i.e.,contractual disputes)must be reasonable in nature and within the nature of this Agreement.
9.2 Finality of Disputes
Except as otherwise specifically provided in this Agreement,no claims will be brought for disputes arising from this Agreement more thantwenty-four (24)months from the date the occurrence which gives ¿se to the dispute is discovered or beyond the applicable Statue of Limitations,whichever is shorter.
9.3 Alternativeto Litigation
The Parties desire to resolve disputes arising out of this Agreement without litigation.Accordingly,except for action seeking a temporaryrestrainingorderoraninjunctionrelatedtothepurposesofthisAgreement,or suit to compel compliance with this Dispute Resolution process,the Parties agree to use the following Dispute Resolution procedure with respect to any controversy or claim arising out of or relating to thisAgreementoritsbreach.
9.4 InformalResolution of Disputes
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In the case of any dispute and at tin;written request of a Party,each Party will appoint.a knowledgeable,responsible representative to meet andnegotiateingoodfaithtoresolveanydisputearisingunderthisAgreement.The location,form,frequency,duration,and conclusion of thesediscussionswillbelefttothediscretionoftherepresentatives.Upon agreement,the representatives may utilize other alternative dispute resolutionproceduressuchasmediationtoassistinthenegotiations.Discussions and the correspondence among the representatives for purposes ofsettlementareexemptfromdiscoveryandproductionandwillnotbeadmissibleinthearbitrationdescribedbeloworinanylawsuitwithout theconcurrenceofbothparties.Documents identified in or provided with such communications,which are not prepared for purposes of thenegotiations,are not so exempted and,if otherwise admissible,may be admitted in evidence in the arbitration or lawsuit.Unless otherwiseprovidedherein,or upon the Parties'agreement,either Pany may invoke formal dispute resolution procedures including arbitration or otherproceduresasappropriate,not earlier than ninety (90)days after the date ofthe letter initiating dispute resolution under this paragraph.
9.5 Formal Dispute Resolution
9.5.1 The Parties agree that all unresolved disputes which involve amounts which represent $50,000 or less annually,whethermeasuredbythedisputingPanyintermsofactualamountsowedorowing,or as amounts representing its business or other risks
or obligations relating to the matter in dispute,will be submitted to binding arbitration pursuant to the provisions of Section 9.7.During the first Contract Year the Parties will annualize the initial months up to one year.
9.5.2 The Parties agree that if they are unable to resolve disputes which involve amounts which represent more than $50,000annually,whether measured by the disputing Party in terms of actual amounts owed or owing,or as amounts representing its
business or other risks or obligations relating to the matter in dispute,then either party may proceed with any remedy available toitpursuanttolaw,equity or agency mechanisms;provided,that upon mutual agreement ofthe Parties such disputes may also besubmittedtobindingarbitrationpursuanttoSection9.7.During the first Contract Year the Parties will annualize the initialmonthsuptooneyear.
9.5.3 The Panies agree that all bills,including bills disputed in whole or in part,are to be paid when due,that interest applies
to all overdue invoices as set forth in Section 8.1 to this Agreement,and that no other late payment fee or charge applies tooverdueinvoices.The Parties further agree that if any billing dispute is resolved in favor of the disputing Party,the disputingPanywillreceive,by crediting or otherwise,interest applied to the disputed amount as set forth in Section 8.0.
9.5.4 Each Party agrees to notify the other Party in writing of a dispute and may invoke the informal dispute resolution
process described in Section 9.3.The parties will endeavor to resolve the dispute within ninety (90)days after the date of theletterinitiatingdisputeresolutionunderthisparagraph.
9.6 Conflicts
9.6.1 The Parties agree that the Dispute Resolution procedures set forthin this Agreement are not intended to conflict withapplicablerequirementsoftheActorthestateCommissionwithregardtoproceduresfortheresolutionofdisputesarisingoutofthisAgreement.
9.7 Arbitration
9.7.1 If the negotiations do not resolve the dispute within ninety (90)days of the initial written request,the dispute shall besubmittedtobindingarbitrationbyasinglearbitratorpursuanttotheCommercialArbitrationRulesoftheAmericanArbitrationAssociation.A Pany may demand such arbitration in accordance with the procedures set out in those rules.Discovery shall becontrolledbythearbitratorandshallbepermittedtotheextentsetoutinthissection.Each Pany may submit in writing to aPany,and that Party shall so respond,to a maximum of any combination of thirty-five (35)(none of which may have subparts)ofthefollowing·interrogatories;demands to produce documents;requests for admission.
9.7.2 Additional discovery may be permitted upon mutual agreementofthe Parties.The arbitration hearing shall becommencedwithinninety(90)days of the demand for arbitration.The arbitration shall be held in the state capitol of the state
where the services are provided.The arbitrator shall control the scheduling so as to process the matter expeditiously.The Paniesshallsubmitwrittenbriefsfive(5)days before the hearing.The arbitrator shall rule on the dispute byissuing a written opinionwithinthiny(30)days after the close of hearings.The arbitrator has no authorityto order punitive or consequential damages.The times specified in this section may be extended upon mutual agreement ofthe Parties or by the arbitrator upon a showing ofgoodcause.Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
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9.8 Costs
Each Party shall bear its own costs of these procedures.A Party seeking discovery shall reimburse the responding Party for the costs ofproductionofdocuments(including search time and reproduction costs).
10.0 Notices
10.1 In the event any notices are sent under the terms ofthis Agreement,they may be sent by registered mail retum receipt
requested.Notice may also be effected by personal delivery or by overnight courier,and will be effective upon receipt.EitherPartymayunilaterallychangeitsdesignatedrepresentativeand/or address forthe receipt of notices by giving seven (7)days'priorwritten notice to the other Party in compliance with this Section.Any notice or other communication will be deemed givenwhenreceived.Unless otherwise specifically provided in this Agreement,notices will be directed as follows:
To Fremont:
Mr.Mike Dolezal
Fremont Telcom
110 East Main
St.Anthony,ID 83445-1543
To Edge:
Edge Wireless,LLC
Attn:Michael Brink
600 S.W.Columbia,Suite 7200
Bend,OR 97702
11.0 Taxes
11.1 Each Party purchasing services hereunder shall pay or otherwise be responsible for all federal,state,or local sales,use,
excise,gross receipts,transaction or similar taxes,fees or surcharges (hereinafter "Tax")levied against or upon such purchasingParty(or the providing Partywhen such providing Partyis permitted to pass along to the purchasing Party such taxes,fees orsurcharges),except for any tax on either Party's corporate existence,status or income.Whenever possible,these amounts shall bebilledasaseparateitemontheinvoice.Purchasing Party may be exempted from certain taxes if purchasing Party provides
proper documentation,e.g.,reseller certificate,from the appropriate taxing authority.Failure to timely provide said resale taxexemptioncertificatewillresultinnoexemptionbeingavailabletothepurchasingPartyuntilsuchtimeasthepurchasingParty
presents a valid certification.
11.2 With respect to any purchase of services,facilities or other arrangements,if any Tax is required or permitted byapplicablelawtobecollectedfromthepurchasingpartybytheprovidingparty,then (i)the providing party shall bill the
purchasing party for such Tax,(ii)the purchasing partyshall remit such Tax to the providing party and (iii)the providing partyshallremitsuchcollectedTaxtotheapplicabletaxingauthority,except as otherwise indicated below.
11.3 With respect to any purchase hereunder of services,facilities or arrangements that are resold to a third party,if any Tax
is imposed by applicable law on the end user in connection with any such purchase,then (i)the purchasing party shall be requiredtoimposeand/orcollect such Tax from the end user and (ii)the purchasing party shall remit such Taxto the applicable taxingauthority.The purchasing partyagrees to indemnify and hold harmless the providing party on an after-tax basis for any costsincurredbytheprovidingpartyasaresultofactionstakenbytheapplicabletaxingauthoritytocollecttheTaxfromtheprovidingpartyduetothefailureofthepurchasingpartytopayorcollectandremitsuchtaxtosuchauthority.
11.4 If the providing party fails to collect any Tax as required herein,then as between the providing party and the purchasingparty,(i)the purchasing partyshall remain liable for such uncollected Tax and (ii)the providing party shall be liable for anypenaltyandinterestassessedwithrespecttosuchuncollectedTaxbysuchauthority.However,if the purchasing party fails topayanytaxesproperlybilled,then,as between the providing party and the purchasing party,the purchasing partywill be solely
responsible for payment ofthe taxes,penalty and interest.
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11.5 If the purchasing party fogs to impose and/or collect any Tax from end us,...as required herein,then,as between theprovidingpartyandthepurchasingparty,the purchasing party shall remain liable for such uncollected Tax and any interest andpenaltyassessedthereonwithrespecttotheuncollectedTaxbytheapplicabletaxingauthority.With respect to any Tax that thepurchasingpartyhasagreedtopayorimposeonand/or collect from end users,the purchasing party agrees to indemnify and holdharmlesstheprovidingpartyonanafter-tax basis for any costs incurred by the providing party as a result of actions taken by theapplicabletaxingauthoritytocollecttheTaxfromtheprovidingPartyduetothefailureofthepurchasingpartytopayorcollectandremitsuchTaxtosuchauthority.
11.6 All notices,affidavits,exemption certificates or other communications required or permitted to be given by either Party to the otherunderthisSection11,will be made in writing and will be delivered by certified mail,and sent to the addresses stated in Section 11 and to thefollowing:
To Fremont:
Director State and Local Taxes
Fremont
110 East Main
St.Anthony,ID 83445-1543
To Edge:
Edge Wireless,LLC
Attn:Michael Brink
600 S.W.Columbia,Suite 7200
Bend,Oregon 97702
Either Party may from time-to-time designate another address or addressee by giving notice in accordance with the terms of this Section 12.6.Anynoticeorothercommunicationwillbedeemedtobegivenwhenreceived.
12.0 Force Majeure
12.1 Except as otherwise specifically provided in this Agreement,neither Party shall be responsible for delays or failures inperformanceresultingfromactsoroccurrencesbeyondthereasonablecontrolofsuchParty,regardless of whether such delays orfailuresinperformancewereforeseenorforeseeableasofthedateofthisAgreement,including,without limitation:fire,explosion,power failure,acts of God,war,revolution,civil commotion,or acts of public enemies;or labor unrest,including,without limitation strikes,slowdowns,picketing or boycotts or delays caused by the other Pany or by other service or equipmentvendors;or any other similar circumstances beyond the Party's reasonable control.In such event,the Pany affected shall,upongivingpromptnoticetotheotherParty,be excused from such performance on a day-to-day basis to the extent of suchinterference(and the other Party shall likewise be excused from performance of its obligations on a day-for-daybasis to theextentsuchPany's obligations relate to the performance so interfered with).The affected Party shall use its reasonablecommercialeffortstoavoidorremovethecauseofnonperformanceandbothPartiesshallproceedtoperformwithdispatch oncethecausesareremovedorcease
13.0 Publicity
13.1 The Panies agree not to use in any advenising or sales promotion,press releases or other publicity matters,anyendorsements,direct or indirect quotes or pictures implying endorsement by the other Party or any ofits employees without suchParty's prior written approval.The Parties will submit to each other forwritten approval,prior to publication,all such publicityendorsementmattersthatmentionordisplaytheother's name and/or marks or contain language fromwhich a connection to saidnameand/or marks may be inferred or implied.
13.2 Neither Partywill offer any services using the trademarks,service marks,trade names,brand names,logos,insignia,symbols or decorative designs of the other Partyor its affiliates without the other Party's written authorization.
14.0 Amendments or Waivers
14.1 Except as otherwise provided in this Agreement,no amendment or waiver of any provision of this Agreement and noconsenttoanydefaultunderthisAgreementwillbeeffectiveunlessthesameisinwritingandsignedbyanofficeroftheParty
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against whom such amendment,waiver or consent is claimed.In addition,no course of dealing or failure of a Party strictly to enforce any term,right or condition of this Agreement will be construed as a waiver of such term,right,or condition.By entering into this Agreement,the Parties do
not waive any right granted to them pursuant to the Act;and the Parties enter into this Agreement without prejudice to any positions they have
taken previously,or may take in the future in any legislative,regulatory,other public fomm,contract negotiation,bona fide request,or arbitration
addressing any matters,including matters related to the types of arrangements prescribed by this Agreement.
15.0 Authority
15.1 Each person whose signature appears below represents and warrants that he or she has authority to bind the Party on
whose behalf he or she has executed this Agreement.
16.0 Binding Effect
16.1 This Agreement will be binding on and inure to the benefit of the respective successors and permitted assigns of the
Panies.
17.0 Consent
17.1 Where consent,approval,or mutual agreement is required of a Party,it will not be unreasonably withheld
18.0 Expenses
18.1 Except as specifically set out in this Agreement,each party will be solely responsible for its own expenses involved in
all activities related to the subject of this Agreement.
19.0 Headings
19.1 The headings in this Agreement are inserted for convenience and identification only and will not be considered in the
interpretation of this Agreement.
20.0 Relationship of Parties
20.1 This Agreement will not establish,be interpreted as establishing,or be used by either partyto establish or to represent
their relationship as any form of agency,partnership or joint venture.Neither Party will have any authority to bind the other nor
to act as an agent forthe other unless written authority,separate from this Agreement,is provided.Nothing in the Agreement
will be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the Parties.
Nothing herein will be construed as making either Pany responsible or liable for the obligations and undertakings of the other
Party.
21.0 Conflictof Interest
21.1 The Parties represent that no employee or agent of either Party has been or will be employed,retained,paid a fee,or otherwise received
or will receive any personal compensation or consideration from the other Party,or any of the other Party's employees or agents in connection
with the arranging or negotiation of this Agreement or associated documents.
22.0 Multiple Counterparts
22.1 This Agreement may be executed in multiple counterparts,each of which will be deemed an original but all of which
will together constitute but one,and the same document.
23.0 Third Party Beneficiaries
23.1 Except as may be specifically set forth in this Agreement,this Agreement does not provide and will not be constmed to
provide third parties with any remedy,claim,liability,reimbursement,cause of action,or other privilege.
24.0 Regulatory Approval
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24.1 Each Pany agrees to cooperate with the other and with any regulatory agent to obtain regulatory approval.During the term of thisAgreement,each Party agrees to continue to cooperate with each other and any regulatory agency so that the benefits of this Agreement may beachieved.
25.0 Trademarks and Trade Names
25.1 Except as specifically set out in this Agreement,nothing in this Agreement will grant,suggest,or imply any authorityforonePanytousethename,trademarks,service marks,or trade names of the other for any purpose whatsoever,absent writtenconsentoftheotherParty.
26.0 Regulatory Authority
26.1 Fremont will be responsible for obtaining and keeping in effect all Federal Communications Commission,state regulatory commission,franchise authorityand other regulatory approvals (e.g.tariffs)that may be required in connection with the performance ofits obligations underthisAgreement.Edge will be responsible for obtaining and keeping in effect all Federal Communications Commission,state regulatorycommission,franchise authority and other regulatory approvals that may be required in connection with its offering of services to Edge CustomerscontemplatedbythisAgreement.Edge will reasonably cooperate with Fremont in obtaining and maintaining any required approvals forwhichFremontisresponsible,and Fremont will reasonably cooperate with Edge in obtaining and maintaining any required approvals forwhich Edge isresponsible.
27.0 Effect of OtherAgreements
27.1 Most Favored Nations Provision
If at any time while this Agreement is in effect,Fremont enters into an agreement with another partyto provide services provided under thisAgreementwhichEdgefindsmorefavorabletothisAgreement,Edge may adopt the complete prices,terms,and conditions of such agreement bydeliveringwrittennoticetoFremont.Fremont will thereafter continue to provide services to Edge,subject to the prices,terms,and conditions ofsuchotheragreement.
28.0 VerificationReviews
28.1 Subject to each Party's reasonable security requirements and except as may be otherwise specifically provided in thisAgreement,either Party may audit the other Party's relevant books,records and other documents once in each Contract YearsolelyforthepurposeofevaluatingtheaccuracyoftheotherParty's billing and invoicing.The Parties may employ other personsorfirmsforthispurpose.Such audit will take place at a time and place agreed to by the Parties no later than sixty (60)days afternoticethereof.
28.2 The review will consist of an examination and verification of data involving records,systems,proceduæs and otherinformationrelatedtotheservicesperformedbyeitherPartyasrelatedtosettlementchargesorpaymentsmadeinconnectionwiththisAgreementasdeterminedbyeitherPartytobereasonablyrequired.Each Party shall maintain reasonable records for aminimumoftwelve(12)months and provide the other Party with reasonable access to such information as is necessary todetermineamountsreceivableorpayableunderthisAgreement.
28.3 Each Party will promptly correct any billing error that is revealed in an audit,including making refund of anyoverpaymentbytheotherPartyintheformofacreditontheinvoiceforthefirstfullbillingcycleafterthePartieshave agreedupontheaccuracyoftheauditresults.Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution
procedures described in Section 9 of this Agreement.
28.4 Each Party'will cooperate fully in any such audit,providing reasonable access to any and all appropriate employees andbooks,records and other documents reasonably necessary to assess the accuracy of the Party's bills.
28.5 Verification reviews will be limited in frequency to once per twelve (12)month period,with provision for stagedreviews,as mutually agreed,so that all subject matters are not required to be reviewed at the same time.Verification reviews will
be scheduled subject to the reasonable requirements and limitations of the audited Partyand will be conducted in a manner thatwillnotinterferewiththeauditedParty's business operations.
28.6 The Partyrequesting a verification review shall fully bear its costs associated with conducting a review.The Party beingreviewedwillprovideaccesstorequiredinformation,as outlined in this section,at no charge to the reviewing Party.Should the
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reviewing Pany request information or assistance beyond that reasonably required to conduct such a review,the Pany being reviewed may,at itsoption,decline to comply with such request or may bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party.
28.7 Upon (i)the discovery by either Party of overcharges not previously reimbursed to the other Party or (ii)the resolutionofdisputedaudits,the affected Pany will promptly reimburse the other Party the amount of any overpayment.
28.8 .Subject to each Parys reasonable security requirenlents and except as may be otherwise specifically provided in this Agreement,eachPartymayinspectafterone(1)year of operation of this Agreement,as a matter of right,the other Party's relevant books,records and otherdocumentsrelatedinanywaytotheservicesprovidedunderthisAgreementsolelyforthepurposeofevaluatingcompliancewiththeterms andconditionsofthisAgreement.This audit right is in addition to the financial audit rights provided above.The Parties may employ other persons orfirmsforthispurpose(so long as said Parties are bound by this Agreement as are the principles).The Parties will bear their own reasonableexpensesassociatedwiththisinspection.Subsequent audits will be scheduled when and if cause is shown.
28.9 Information obtained or received by Edge in conducting the inspections described in Section 28.8 and informationobtainedorreceivedbyeitherPartyinconnectionwithSections28.1 through 28.7 will be subject to the confidentialityprovisionsofSection6ofthisAgreement.
29.0 Complete Terms
29.1 This Agreement sets forththe entire understanding and supersedes prioragreements between the parties relating to the subject mattercontainedhereinandmergesallpriordiscussionsbetweenthem,and neither party shall be bound by any definition,condition,provision,representation,warranty,covenant or promise other than as expressly stated in this Agreement or as is contemporaneously or subsequently setforthinwritingandexecutedbyadulyauthorizedofficerorrepresentativeofthepartytobeboundthereby.
30.0 Responsibility of Each Party
30.1 Each Party is an independent contractor,and has and hereby retains the right to exercise full control of and supervision
over its own performance of its obligations under this Agreement and retains full control over the employment,direction,compensation and discharge ofits employees assisting in the performance of such obligations.Each Party will be solelyresponsibleforallmattersrelatingtopaymentofsuchemployees,including compliance with social security taxes,withholding
taxes and all other regulations governing such matters.Each party will be solely responsible forproper handling,storage,transport and disposal at its own expense of all (i)substances or materials that it or its contractors or agents bring to,create orassumecontroloveratWorkLocationsor,(ii)Waste resulting therefrom or otherwise generated in connection with its or itscontractors'or agents'activities at the Work Locations.Subject to the limitations on liability and except as otherwise provided inthisAgreement,each Party will be responsible for (i)its own acts and performance of all obligations imposed by applicable lawinconnectionwithitsactivities,legal status and property,real or personal and,(ii)the acts of its own affiliates,employees,agents
and contractors during the performance of the Party's obligations hereunder.
31.0 Governmental Compliance
31.1 Edge and Fremont each will comply at its own expense with all applicable law that relates to (i)its obligations under oractivitiesinconnectionwiththisAgreement;(ii)its activities undertaken at,in connection with or relating to Work Locations.Edge and Fremont each agree to indemnify,defend (at the other party's request)and hold harmless the other,each ofits officers,
directors and employees fromand against any losses,damages,claims,demands,suits,liabilities,fines,penalties,and expenses
(including reasonable attomeys'fees)that arise out of or result from (i)its failure or the failure of its contractors or agents to socomplyor(ii)any activity,duty or status ofit or its contractors or agents that triggers any legal obligation to investigate or
remedy environmental contamination.
32.0 Responsibility for EnvironmentalContamination
32.1 Edge will in no event be liable to Fremont for any costs whatsoever resulting from the presence or release of any
Environmental Hazard that Edge did not introduce to the affected Work Location.Fremont will indemnify,defend (at Edge's
request)and hold harmless Edge,each of its officers,directors and employees from and against any losses,damages,claims,demands,suits,liabilities,fines,penalties and expenses (including reasonable attorneys'fees)that arise out of or result from (i)
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any Environmental Hazard that Fremont,its contractors or agents introduce to the .work locations or (ii)the presence or release of anyEnvironmentalHazardforwhichFremontisresponsibleunderapplicablelaw.
32.2 Fremont will in no event be liable to Edge for any costs whatsoever resulting from the presence or release of anyEnvironmentalHazardthatFremontdidnotintroducetotheaffectedWorkLocation.Edge will indemnify,defend (atFremont's request)and hold harmless Fremont,each of its officers,directors and employees from and against any losses,
damages,claims,demands,suits,liabilities,fines,penalties and expenses (including reasonable attorneys'fees)that arise out of or
result from (i)any Environmental Hazard that Edge,its contractors or agents introduce to the Work Locations or (ii)thepresenceorreleaseofanyEnvironmentalHazardforwhichEdgeisresponsibleunderapplicablelaw.
33.0 Subcontracting
33.1 If any obligation is performed through a subcontractor,each Party will remain fully responsible forthe performance ofthisAgreementinaccordancewithitsterms,including any obligations either Party performs through subcontractors,and eachPartywillbesolelyresponsibleforpaymentsduethePany's subcontractors.No contract,subcontract or other Agreement enteredintobyeitherPanywithanythirdpartyinconnectionwiththeprovisionofserviceshereunderwillprovideforanyindemnity,guarantee or assumption of liability by,or other obligation of,the other Partyto this Agreement with respect to such arrangement,
except as consented to in writing by the other Party.No subcontractor will be deemed a third party beneficiary forany purposesunderthisAgreement.Any subcontractor who gains access to Confidential Information covered by this Agreement will berequiredbythesubcontractingPartytoprotectsuchConfidentialInformationtothesameextentthesubcontractingPartyis.required to protect the same under the terms of this Agreement.
34.0 Referenced Documents
34.1 Whenever any provision of this Agreement refers to a technical reference,technical publication,Edge Practice,Fremont Practice,any publication of telecommunications industry administrative or technical standards,or any other documentspecificallyincorporatedintothisAgreement,it will be deemed to be a reference to the most recent version or edition (includinganyamendments,supplements,addenda,or successors)of each document that is in effect,and will include the most recentversionoredition(including any amendments,supplements,addenda,or successors)of each document incorporated by referenceinsuchatechnicalreference,technical publication,Edge Practice,Fremont Practice,or publication of industry standards.However,if such reference material is substantially altered in a more recent version to significantly change the obligations ofEdgeasoftheeffectivedateofthisAgreementandthePartiesarenotinagreementconcerningsuchmodifications,the PartiesagreetonegotiateingoodfaithtodeterminehowsuchchangeswillimpactperformanceofthePartiesunderthisAgreement,if atall.Until such time as the Parties agree,the provisions of the last accepted and unchallenged version will remain in force.
35.0 Severability
35.1 If any term,condition or provision of this Agreement is held to be invalid or unenforceable for any reason,suchinvalidityorunenforceabilitywillnotinvalidatetheentireAgreement,unless such construction would be unreasonable.TheAgreementwillbeconstruedasifitdidnotcontaintheinvalidorunenforceableprovisionorprovisions,and the rights andobligationsofeachPartywillbeconstruedandenforcedaccordingly;provided,however,that in the event such invalid orunenforceableprovisionorprovisionsareessentialelementsofthisAgreementandsubstantiallyimpairtherightsorobligationsofeitherParty,the Parties will promptly negotiate a replacement povisionor provisions.If impasse is reached,the Parties will
resolve said impasse under the dispute resolution procedures set forthin Section 9.5.2.
36.0 Survival ofObligations
36.1 Any liabilities or obligations of a Party for acts or omissions prior to the cancellation or termination of this Agreement,any obligation of
a Partyunder the provisions regarding indemnification,Confidential Information,limitations on liability,and any other provisions of thisAgreementwhich,by their terms,are contemplated to survive (or to be performed after)termination of this Agreement,will survive cancellation
or termination thereof.
37.0 GoverningLaw
37.1 The validity of this Agreement,the construction and enforcement of its terms,and the interpretation of the rights and duties ofthe
Parties will be governed by the laws of the state in which the services are provided,except insofar as federal law may control any aspect of this
Agreement,in which case federal law will govern such aspect.
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38.0 Disclaimer of Warrant,
38.1 FREMONTMAKES NO REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUTNOTLIMITEDTOANYWARRANTYASTOMERCHANTABILITYORFITNESSFORINTENDEDORPARTICULARPURPOSEWITHRESPECTTOSERVICESPROVIDEDHEREUNDER.ADDITIONALLY,FREMONT ASSUMES NORESPONSIBILITYWITHREGARDTOTHECORRECINESSOFDATAORINFORMATIONSUPPLIEDBYEDGEWHENTHISDATAORINFORMATIONISACCESSEDANDUSEDBYATHIRDPARTY.
39.0 Definitions and Acronyms
39.1 Definitions
For purposes of this Agreement,certain terms have been defined in the Attachment labeled "Definitions"and elsewhere in this Agreement toencompassmeaningsthatmaydifferfrom,or be in addition to,the normal connotation of the defined word.Unless the context clearlyindicatesotherwise,any term defined or used in the singular will include the plural.The words "will"and "shall"are used interchangeablythroughoutthisAgreementandtheuseofeitherconnotesamandatoryrequirement.The use of one or the other will not mean a different
degree of right or obligation for either Party.A defined word intended to convey its special meaning is capitalized when used.
39.2 Acronyms
Other terms that are capitalized and not defined in this Agreement will have the meaning in the Act.For convenience of reference only,theAttachmentlabeled"Acronyms"provides a list of acronyms used throughout this Agreement.
40.0 Attachments
Attached to this Agreement and incorporated herein are the Attachments listed below.To the extent that any definitions,terms or condmonsinanygivenAttachmentdifferfromthosecontainedinthemainbodyofthisAgreement,those definitions,terms or conditions will supersedethosecontainedinthemainbodyofthisAgreement,but only in regard to the services or activities listed in that particular Attachment.Inparticular,if an Attachment contains a term length that differs from the term length in the main body of this Agreement,the term length ofthatAttachmentwillcontrolthelengthoftimethatservicesoractivitiesaretooccurundertheAttachment,but will not affect the term lengthoftheremainderofthisAgreement,except as may be necessary to interpret the Attachment.
Attachment 1:Points of Interconnection
Attachment 2:Definitions
Attachment 3:Acronyms
41.0 Network Architecture
Network Architecture describes the architecture with which the Parties to this Agreement may interconnect their respective networks forthetransmissionandroutingofTelecommunicationsServiceandExchangeAccess.It also describes the ordering process and maintenancerequirements.
41.1 Interconnection Facilities
41.1.1 Type 1 -Facilities that provide a trunk side connection (line side treatment)between a Fremont end office and Edge's MobileSwitchingCenter("MSC").Type 1 facilities provide the capability to access all Fremont local end offices within the LATA and ThirdParty
Providers.
41.1.2 Type2A -Facilities that provide a trunk side connection between Edge's MSC and a Fremont Wireless Tandem.Type 2A facilitiesprovidethecapabilitytoaccessallFremontendofficesandThirdPartyProviders,excluding Interexchange Carriers,subtending the Fremont
Wireless Tandem.
41.1.3 Type2B -One-way facilities that provide a trunk side connection from a Edge's MSC to a Fremont end office.Type 2B facilitiesprovidethecapabilitytoaccessonlysubscribersservedbythatendoffice.
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41.1.4 Equal Access Facilities -One-way facilities that provide a trunk side connection between Edge's MSC and a Fremont Access Tandem.Equal Access Trunks provide the capability to pass Interexchange traffic to IXCS.
41.1.5 Miscellaneous Facilities -Facilities that provide the transmission and routing of various types of traffic,such as 800/888 traffic,911/E911 traffic,Operator Services traffic,and Directory Assistance traffic.
41.2 Edge ruay develop additional points of presence ("POP")other than the actual location of their MSC through the use ofeitherFremontSpecialAccessfacilities,their own facilities,or facilities of a third party..
41.3 Edge shall provide Fremont with an annual forecast of intended mobile to land usage for each point of interconnection.The Panies agree to work cooperatively to determine the number of trunks needed to handle the estimated traffic.Type 1,Type2AandType2Bfacilitiesmaybeeitherone-way or two-way when both Parties agree to share the facility.For one-way,or twowayfacilities,terms,conditions,recurring and nonrecurring charges will apply as specified in the Section labeled "Billing,Compensation,and Charges"or the applicable interstate or intrastate Access Tariffs,where applicable.When both Parties agreetoutilizetwo-way facilities,the Parties on a proportional percentage basis as specified in the Section labeled "Pricing",will sharesuchcharges.The Parties shall review actual billed minutes accrued on shared two-way facilities and modify,six (6)monthsfromtheEffectiveDateofthisAgreementandeverytwelve(12)months thereafter,the percentages specified in the Sectionlabeled"Pricing".
41.4 FacilityLocation
41.4.1 Technical Feasibility .
41.4.1.1 As required by Section 251 of the Act,Edge may interconnect with Fremont network at any technically feasible point.The,PartiesacknowledgeforpurposesofthisrequirementthatthelocationslistedintheAttachmentlabeled"Points of Interconnection"constitute thetechnicallyfeasiblepointsofinterconnectionfortheEdgetopasstraffictoFremontfortranspoñandterminationbyFremontonitsnetwork orfortransporttoaThirdPartyProvider.
41.4.1.2 If Edge requires interconnection at a location not listed in the Attachment labeled "Points of Interconnection"then it shall submit aSpecialRequestpursuanttosection44.1.1.
41.4.1.3 The Parties recognize that Fremont,in its sole discretion,may remove a location from the Attachment labeled "Points ofInterconnection"in the normal course of its business,thus rendering interconnection at the location technically unfeasible;',provided,however,that Fremont shall provide Edge at least 120 days written notice and shall work cooperatively with Edge toreestablishtheinterconnectionatanotherFremontlocationwithinthe120days.Fremont agrees to waive nonrecurring chargesassociatedwithFremontinitiatedrehomingoffacilities,provided,however,that Edge shall be responsible for any other costsassociatedwiththereconfigurationoftheEdge's network.In addition,Fremont may add a location to the Attachment labeled"Points of Interconnection"at any time,and shall notify such addition in writing,which shall be considered an amendment to saidAttachment.
41.4.2 Incumbent LEC Requirement
The Parties acknowledge that the terms and conditions specified in this Agreement do not apply to the provision of services or facilities byFremontinthoseareaswhereFremontisnottheincumbentLEC.
41.5 Additional Interconnection Methods Available to Edge
41.5.1 Edge may provide its own facilities and transport for the delivery of traffic from its MSCto the interconnection point on Fremont'snetwork.Alternatively,Edge may purchase an entrance facility and transport from a third party or from Fremont forthe delivery of such traffic.Rates forentrance facilities and transport purchased from Fremont are specified in the applicable interstate or intrastate Access Tariff.
41.5.2 Edge may request other forms of interconnection (e.g.SONET Based Interconnection,Mid Span Meet)pursuant to the Special Requestprocessdetailedinsection44.1.
41.5.3 Edge and Fremont may share Fremont interconnection facilities at the rates specified in Fremont's applicable interstate or intrastateAccessTariff.Charges will be shared by the Parties based on their proportional (percentage)use of such facilities as specified in the section labeled"Pricing."
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41.6 Interconnection Methods Available to Fremont
41.6.1 Edge locations listed in the Attachment labeled "Points of Interconnection"constitute the technically feasible points of interconnection
Edge shall provide for Fremont to pass traffic to Edge fortransport and termination on Edge's network.
41.6.2 If Fremont requires interconnection at a location not listed in said Attachment,then it shall submit a Special Request pursuant to section
44.1.
41.6.3 Fremont may provide its own facilities and transport for the delivery of traffic from its point of interconnection to the interconnection
point on Edge's network.Altematively,Fremont may purchase an entrance facility and transport from a third party or from Edge for the delivery
of such traffic.Rates for entrance facilities and transport purchased from Edge are specified in the section labeled "Pricing".
41.6.4 Fremont may request other forms of interconnection (e.g.SONET Based Interconnection,Mid Span Meet Point)pursuant to the
Special Request process detailed in section 44.1.
41.6.5 Edge and Fremont may share Edge's interconnection facilities at the rates specified in Fremont's applicable interstate or intrastate Access
Tariff.The Parties will share charges based on a proportional (percentage)basis as specified in the section labeled "Pricing".
41.6.6 Indirect Network Interconnection
When the Parties interconnect their networks indirectly,via a third LEC's tandem,the Parties agree that until the Parties are technically able to
record and distinguish such traffic,the mutual exchange of Local Telecommunications Traffic will be the compensation between the Panies for
the transport and terminations of this traffic.However,when the panies are technically able to record and distinguish traffic,then compensation
shall be actual usage.The originating Pany agrees to pay any transit charges that may be assessed by an intermediary LEC.The compensation
arrangement forindirect interconnection shall be subject to renegotiation on the request of either party if an intermediary LEC whose facilities or
services are used in the performance oftransport and termination in connection with this traffic changes the applicable rates,terns,or conditions
of those intermediary services.Neither Pany shall deliver (i)traffic destined to terminate at the other Party's end office via another LEC's end
office;or (ii)traffic destined to terminate at an end office subtending the other Party's access tandem via another LEC's access tandem.
41.7 Technical Requirements and Standards
41.7.1 Each Pany will provide the services in this Agreement to the other Party at a standard at least equal in quality and performance to that
which the Party provides itself.(Either Party may request,and the other Party will provide,to the extent technically feasible,services that are
superior or lesser in quality than the providing Party provides to itself with the understanding,however,that such services shall be considered
Special Requests)
41.7.2 Nothing in this Agreement will limit either Party's ability to modify its network,including,without limitation,the incorporation of new
equipment and new software.Each Party will provide the other Party written notice,through industry standard notification methods,of any such
modifications to -its network which will materially impact the other Party's service consistent with the timelines established by the FCCinthe
FCCs Report and Order,CC Docket 96-98.Edge will be solely responsible,at its own expense forthe overall design of its telecommunications
services and for any redesigning or rearrangement of its telecommunications services which may be required because of Fremont modifications,
including,without limitation,changes in facilities,operations or procedures,minimum network protection criteria,or operating or maintenance
characteristics of facilities.
42.0 Transmission oc Routing
This section provides the terms and conditions forthe exchange of traffic between the Parties'respective networks for the transmission and
routing by the Parties of Local Traffic and Transiting Traffic.
42.1 Basic Terms
42.1.1 Mobile to Land Traffic
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42.1.1.1 Edge shall be responsible forthe delivery of traffic from its network to Fremont's network (at the appropriate point of interconnection on
its network)forthe transport and termination of such traffic by Fremont to a Fremont end user or for delively by Fremont to a ThirdParty
Provider.
42.1.1.2 Unless Edge elects to provision its own facilities under section 41.5,Fremont shall provide the physical plant facilities that interconnect
Edge's point of interconnection with Fremont point of interconnection.Fremont shall provision mobile to land connecting facilities for Edge
under the prices,terms and conditions specified in the applicable interstate or intrastate Access Tariffs.
42.1.2 Land to Mobile Traffic
42.1.2.1 Fremont shall be responsible for the delivery of traffic from its network to Edge's network at the appropriate point of interconnection(within the serving wire center boundary of the end office in which the tandem,providing Type 2A Interconnection,is located,or within the
serving wire center boundary of the end office providing Type 1 Interconnection)on its network forthe transport and termination of such traffic
by Edge to the handset of a Edge end user.
42.1.2.2 Unless Fremont elects to have Edge or a third party provision facilities under section 41.6,Fremont shall provide the physical plantfacilitiesthatinterconnectFremontpointofinterconnectionwithEdge's point of interconnection.Fremont shall be responsible forthe physical
plant facilityfrom its network to the appropriate point of interconnection within the serving wire center boundary of the end office in which the
tandem,providing Type 2A Interconnection,is located,or within the serving wire center boundary of the end office providing Type 1
Interconnection on its network.
42.1.3 Traffic To ThirdPany Providers
Upon written notice by the requesting Party and written consent by the requested Party,the requesting Party may route traffic destined forthe
network of a third partythrough the requested Party's network.Edge and Fremont shall compensate each other fortraffic that transits their
respective systems to any third partyprovider,as specified in the section labeled "Pricing."The Parties agree to enter into their own agreements
with third party providers.Fremont agrees that it will not block traffic involvingthird partyproviders with whom Edge has not reached
agreement.In the event that Edge does send traffic through Fremont network to a third partyprovider with whom Edge does not have a traffic
interchange agreement,then Edge agrees to indemnify Fremont for any termination charges rendered by a third party provider for such traffic.
42.1.4 Signaling
Fremont will provide at Edge's request and where technically available Signaling System 7 ("SS7")in order to allow out of band signaling in
conjunction with the exchange of traffic between the Parties'respective networks.When Fremont provides SS7 Signaling services directly to Edge,
Fremont shall provide such service at the rates specified in the section labeled "Pricing."This rate is for the use of multiple Fremont STPs in the
provisioning of mobile to land traffic.Charges for STP Access Links and Port Terminations used when connection is required between Edge's
MSC or STP (whichever is applicable)and Fremont STP shall be shared by the Parties based on the proportional (percentage)basis as specified in
the section labeled "Pricing".
43.0 [reserved]
44 Ordering
44.1 General
Unless otherwise provided forin this Agreement,this provision shall apply for the ordering ofinterconnection herein.Each Pany shall be
responsible for ordering from the other any interconnection or other facilities as specified in this Agreement.The Parties shall mutually agree
upon the format for any orders and any required codes or other information that must be included in any panicular order.Subject to the
paragraph immediately below,orders shall be processed as follows:after the receipt of a request,a Pany shall notify the ordering Pany,in a timely
manner and in agreement with published intervals,of any additional information it may require to determine whether it is technically feasible to
meet the request.Within 45 days of its receipt of said information,the Partyshall notify ("Notification")the ordering Party if the request is
technically feasible.If the request is technically feasible,the Party shall activate the order as mutually agreed to by the Parties after Notification (the"Activation Date").The penalty for
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the providing Party's non-compliance delivery of connecting facility by the specified charges of the connecting facility to the other Party.
44.2 Special Requests
date shall be a refund of nonrecurring
44.2.1 If either Pany requires interconnection at a location,not listed the Attachment labeled "Points of Interconnection",then it shall submit a
Special Request in writing to the other Party specifying (i)the point of interconnection,(ii)an estimated activation date,and (iii)a forecast ofintendeduse.Within twenty (20)days of its receipt ofthe ordering Party's request (the "Request Date"),the providing Pany shall notify theorderingPartyofanyadditionalinformationitmayrequiretodeterminewhetheritistechnicallyfeasibletomeettherequest.Within sixty (60)
days of its receipt of said information (or sixty (60)days from the Request Date if the providing Party does not ask for additional information),theprovidingPanyshallnotify("Notification")the ordering Partyif its request is technically feasible.If the request is technically feasible,theprovidingPanyshallactivatetheinterconnectionatanytimefifteen(15)days after Notification (the "Activation Date")as specified by theorderingParty.Upon activation the Parties shall be deemed to have amended the Attachment labeled "Points of Interconnection"to include the
added location.Special Requests forinterconnection locations not listed in that Attachment may involve additional charges.
44.2.2 The Parties recognize that Special Requests may be made of the other Party pursuant to the section labeled "Billing,Compensation,andCharges",section 53.3.3 herein below.The providing Party shall have seventy-five (75)days to notify the ordering Party ("Special Notification")iftheorderingParty's Special Request,in the providing Party's sole discretion,will be fulfilled and what the cost of fulfilling such request will be.If
the Special Request will be fulfilled,the providing Party shall activate the order at a time agreed to by the Parties.
44.2.3 An ordering Party may cancel a Special Request at any time,but will pay the providing Party's reasonable and demonstrable costs of
processing and/or implementing the Special Request up to the date of cancellation.
45.0 Network Maintenance &Management
The Parties will work cooperatively to install and maintain a reliable network.The Parties will exchange appropriate information (e.g.,maintenancecontactnumbers,network information,information required to comply with law enforcement and other security agencies of the government.etc.)
to achieve this desired reliability,subject to the confidentiality provisions herein.
45.1 Network Management Controls
45.1.1 The Parties will work cooperatively to implement this Agreement.The Parties will exchange appropriate information (e.g.,maintenance
contact numbers,network information,information required to comply with law enforcement and other security agencies of the Government,
etc.)to achieve this desired reliability.
45.1.2 Each Party will provide a 24-hour contact number for Network Traffic Management issues to the other's surveillance management
center.A facsimile (FAX)number must also be provided to facilitate event notifications for planned mass calling events.Additionally,both Parties
agree that they will work cooperatively to ensure that all such events will attempt to be conducted in such a manner as to avoid disruption or loss
of service to other end users.
45.1.2.1 24 HourNetwork Management Contact
For Fremont:
Contact Number208-624-7300
Facsimile Number208-624-7909
For Edge:
Contact Number 208-313-2000
Facsimile Number 208-232-1016
45.1.3 Neither Party will use any service provided under this Agreement in a manner that impairs the qualityof service to other carriers or to
either Party's subscribers.Either Party will provide the other Party notice of said impairment at the earliest practicable time.
45.1.4 Either Parties'use of any of the other Party's facilities,or ofits own equipment or that of a third party in conjunction with any of the
other Party's facilities,shall not materially interfere with or impair service over any facilities ofthe other Party,its affiliated companies or its
connecting and concurring carriers involved in its services,cause damage to their plant,impair the privacyof any communications carrier over
their facilities or create hazards to the employees of any of them or the public.Upon reasonable written notice and opportunity to cure,the other
Party whose facilities are being used may discontinue or refuse
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service if the Pany using the facilities violates this provision,provided that such termination of service will be limited to the violating Party's use ofafacility,where appropriate.
Trouble clearing procedures of both parties shall include mechanisms for escalation of restoration effons appropriate to the critical impact on theotherparty's network.Both parties agree that they will use their reasonable commercial effort to clear troubles on their networks that materiallyaffecttheotherpag's clients.
46.0 Notice of Network Changes
46.1 Fremont agrees to provide Edge reasonable notice consistent with applicable FCC mles of changes in the informationnecessaryforthetransmissionandroutingofservicesusingFremontfacilitiesornetworks,as well as other changes that affecttheinteroperabilityofthoserespectivefacilitiesandnetworks.This Agreement is not intended to limit Fremont's ability toupgradeitsnetworkthroughtheincorporationofnewequipment,new software or otherwise so long as such upgrades are notinconsistentwithFremont's obligations to Edge under the terms of this Agreement.
50.0 Billing,Compensation,&Charges
This section describes the terms and conditions under which billing,compensation,and charges will be applied to the Parties under thisAgreement.
51.0 Billing
Each Party shall deliver monthly settlement statements forterminating the other Party's traffic based on a mutually agreed schedule.Each Partywillrecorditsterminatingminutesofuseandidentifythoseminutesbyterminatingtrunkgroup.In the event the Parties use indirectinterconnectionarrangementstoterminatetrafficbetweentheirnetworks,the Partywhose customer originated the call will be responsible forprovidingusagetothePartyterminatingthecallforpurposesofbillingreciprocalcompensationpursuanttosection52,following.
For the purposes of establishing service and providing efficient and consolidated billing to Edge,Edge is required to provide Fremont itsauthorizedandnationallyrecognizedOperatingCompanyNumber(OCN).
52.0 Compensation
52.1 Reciprocal Compensation
52.1.1 Rates
The Parties shall provide each other Reciprocal Compensation forthe transport and termination of Local Traffic at the rates specified in thesectionlabeled"Pricing"(elsewhere below).Fremont shall compensate Edge for the transport and termination ofLocal Traffic originating onFremont's network;Edge shall compensate Fremont forthe transport and termination of Local Traffic originating on Edge's network.Compensation shall vary based on the method of interconnection used by the Parties,as specified in the section labeled "Pncing."Additionalchargesmayalsoapply(on a non-reciprocal basis)as provided for in this Agreement.
52.1.2 Exclusions
Reciprocal Compensation shall apply solely to the transport and tennination of Local Traffic,and shall not apply to any other traffic or services,including without limitation:
52.1.2.1 InterMTAtraffic;
52.1.2.2 Transiting Traffic;
52.1.2.3 Trafficwhich neither originates nor terminates on Edge's network
52.1.2.4 Non-local traffic associated with Reverse Toll Billing Agreements;and
52.1.2.5 Paging Traffic.
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52.1.3 MeasuringCalls as Local Traffic
In order to measure whether traffic is Local Traffic forpurposes of calculating Reciprocal Compensation,the Parties agree as follows:forFremont,the origination or termination point of a call shall be the end office that serves,respectively,the calling or called party;forEdge,theoriginationorterminationpointofacallshallbethecellsite/base station that serves,respectively,the calling or called party at the time the callbegins.
52.1.4 Conversation Time
For purposes of billing compensation for the interchange of Local Traffic,billed minutes will be based upon conversation time.Conversation timewillbedeterminedfromactualusagerecordings.Conversation time begins when the terminating Party's network receives answer supervision andendswhentheterminatingPartysnetworkreceivesdisconnectsupervision.
53.0 Charges
53.1 Late Charges
Late Charges will be apply as specified in the General Terms and Conditions,Section 8.0 et al.
53.2 Access Charges
53.2.1 When Applicable
Edge shall pay Fremont Switched Access charges (including Fremont Common Line,Local Switching and Transport)forany and all traffic whichcrossesanNITAboundary(as defined by the cell site/base station at which the call originates or terminates and the Fremont end user's servingwirecenteratwhichthecalloriginatesorterminates).
If traffic is handed from Fremont directly to an IXC,from Edge to an IXCvia equal access trunks,or from an IXC directly to Fremont,accesschargesshallnotapplytoEdge.
53.2.2 InterMTA Factor
The Parties have agreed upon the InterMTA factor specified in the section labeled "Pricing",which represents the percent of total minutes to bebilledaccesscharges.Edge agrees to complete a reasonable InterMTAtraffic study within sixty (60)days after the effective date of this AgreementinordertodeterminetheactualInterMTAfactor.Upon acceptance of the study results by Fremont,the Panies agree to revise the InterMTAfactorin"Pricing",and true-up InterMTAbilling back to the effective date of this Agreement.Edge agrees to conduct a new traffic study every six(6)months after the effective date of this Agreement and make the results available to Fremont to ensure the Parties are using an accurateInterMTAfactor.The traffic study and any audit of the traffic study,will be limited to traffic which traverses Type 1,Type 2A or Type 2BinterconnectionsbetweenEdgeandFremont.
Examples
Following are two examples of traffic for which Edge shall be required to pay access charges.They are examples only and in no way shall bedeemedlimitingorexhaustiveoftheapplicabilityofaccesschargesunderthisAgreement.
53.2.3.1 When a Fremont end user calls a Edge end user (a land to mobile call),Fremont delivers the call to Edge,and Edge transports the callacrossNITAboundaries(either directly or through an IXC)access charges shall apply to Edge ("Originating Access").
53.2.3.2 When a Edge end user calls a Fremont end user (a mobile to land call),the call crosses NITA boundaries,and Edge transports the callacrossMTAboundaries,access charges shall apply to Edge ("Terminating Access").
53.3 Miscellaneous Charges
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In addition to any other charges specified in this Agreement,the following charges may be applicable as specified in this Agreement at the rates
listed in the section labeled "Pricing".Charges listed are in addition to;not exclusive of,any other.charges that may be applicable under this
Agreement.
53.3.1 Transiting Charge
Each Party shall compensate the other Party for traffic which,transits the other Party's network destined to a Third Party Provider at rates
specified in "Pricing."
53.3.2 Facilities Charges
Each Party shall compensate the other (on a proportionate usage basis)for the use of the providing Party s facilities between Edge and Fremont
points of interconnection,in either direction,as the case may be.
53.3.3 Special Requests
All requests for (i)services covered by this Agreement for which facilities do not exist,(ii)facilities,equipment or technologies not in the
providing Party's sole discretion,necessary to fulfill a request under this Agreement,or (iii)services not specifically enumerated in this Agreement,
shall be handled as a Special Request,as described in "Network Interconnection Architecture,"Section 44.1.Special Requests under (ii)may
include,without limitation,requests for fiber,microwave,alternate routing,redundant facilities and other non-standard facilities or services.
53.3.4 "Maintenance of Service"Charge
When Edge reports trouble to Fremont for clearance and no trouble is found in Fremont's network,then Edge shall be
responsible for payment of a "Maintenance of Service"Charge forthe period of time when Fremont personnel are dispatched.
In the event that an intermittent service problem is eventually found to be in Fremont's network,Edge shall receive a credit for
any "Maintenance of Service"Charges applied in conjunction with said service problem.
If Edge reports trouble to Fremont forclearance and Fremont personnel are not allowed access to Edge's premises,the "Maintenance of Service"
Charge will apply forthe time that Fremont personnel are dispatched,provided that Fremont and Edge have arranged a specific time for the
service visit.
53.3.5 Additional Engineering Charges
Additional Engineering charges will be billed to Edge when Fremont incurs engineering time to customize Edge's service at Edge's request.
53.3.6 Additional Labor Charges
Additional labor will be charged when Fremont installs facilities outside of normally scheduled working hours at the customer's request.
Additional labor also includes all time in excess of one-half (I/2)hour during which Fremont personnel stand by to make installation acceptance
test or cooperative test with Edge to verify facility repair on a given service.
53.3.7 Access Order Charge
An Access Order charge applies whenever Edge requests installation,addition,rearrangement,change or move of the interconnection services
associated with this Agreement.
53.3.8 Design Change Charge
A Desiga Change Charge applies when Fremont personnel review Edge's interconnection service to determine what changes in the design of the
service are required as a result of requests by Edge.Fremont will notify Edge when the Design Change
Charge would apply.
53.3.9 Service Date Change Charge
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The Service Date Change Charge applies when Edge requests a change in the date of installation or rearrangement ofinterconnectionservice.The customer may request changes provided that the new date is no more than forty-five (45)calendar
days beyond the original service date,unless the requested changes are associated with an order which has been designated as a"special project".If a change or rearrangement of interconnection is necessary beyond forty-five(45)days,then the order mustbecanceledandreordered.
53.3.10 Access Customer Name and Address (ACNA),Billing Account Number (BAN)and Circuit Identification Change Charges
These charges apply whenever Edge requests changes in their ACNA,their BAN number or their Circuit Ids,respectively.
53.3.11 Supercedure
This charge also applies when Edge assumes the license of and incorporates the interconnection services provided to another carrier into Edge'saccount.
60.0 Pricing
Mobile-to-Land Interconnection Rates Per Minute Monthly Recurring
Indirect terminating end office charges $0.03
Land-to-Mobile Interconnection Rate
Indirect terminating end office charges $0.03
Shared Facilities
Fremont 80 percent
Edge 20 percent
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION,WHICH MAY BE ENFORCED BY THE PARTIES.
InterMTA Traffic:percentage of local usage will be one hundred percent (100%).This is an interim percentage acknowledged by Edge andFremont.This percentage is subject to review and revision every six (6)months or as otherwise determined by information from the Panies.
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IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of this 23rd day of February,2001.
EDGE WIRELESS,LLC
Print Name
Sign Name
Position/Title
Date
FREMONTTELCOM
Print Name
Sign e
Position[Title
Date
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Attachment 1:Points of Interconnection
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Attachment 2:Definitions
Definitions of the terms used in this Agreement are listed below.The Parties agree that certain terms may be defined elsewhere in this Agreement,
as well.Terms not defined shall be constmed in accordance with their customary meaning in the telecommunications industry as of the effective
date of this Agreement.
"Act"means the Communications Act of 1934 (47 U.S.C.Section 151 et seq.),as amended bythe Telecommunications Act of 1996,as may be
subsequently amended or,as from time to time interpreted in'the duly authorized rules and regulations of the FCC or the Commission having
authority to interpret the Act within its state of jurisdiction.
"Calling Party Number"or "CPN"is a feature of signaling system 7 ("SS7")protocol whereby the 10-digit number of the calling party is forwarded
from the end office.
"Call Recording"means the process of retaining detailed information about a call,such as date &time placed,originating and terminating
NPAINXX and call duration.It does not mean recording or listening to the content of the call.
"Carrier"has the meaning set forth in the preamble.
"Cell Site"means the location of fixed radio transmitting and receiving facilities associated with the origination and termination of wireless traffic
to a wireless end user and may be used as a point of interconnection to the landline network.
"Commercial Mobile Radio Service"or "CMRS"has the meaning given to the term in the Part 20,FCCRules.
"Commission"or "PUC"or "PSC"means the state administrative agency to which the United States Congress or state legislature has delegated
authorityto regulate the operations of Local Exchange Carriers ("LECs")as defined in the Act.
"Common Channel Signaling"or "CCS"means a special network,fully separate from the transmission path of the public switched network,which
digitally transmits call setup and network control data.
"Connecting Facilities"means dedicated facilities provided either under this Agreement or separate contract used to connect Carner's network and
Fremont network forthe purposes of interchanging traffic.
"Conversation Time"means the time (in full second increments)that both Parties'equipment is used for a call,measured frorn the receipt of
answer supervision to disconnect supervision.
"Customer"means,whether or not capitalized,any business,residential or governmental customer of services covered by the Agreement,and
includes the term "End User".More specific meanings of either of such terms are dependent upon the context in which they appear in the
Agreement and the provisions of the Act.
"End Office"means a local Fremont switching point where Fremont end user customer station loops are terminated for purposes of
interconnection to each other and to the network.
"End User"means,whether or not capitalized,any business,residential or governmental customer of services covered by the Agreement and
includes the term "Customer".More specific meanings of either of such terms are dependent upon the context in which they appear in the
Agreement and the provisions of the Act.
"Exchange Access"has the meaning given the terminthe Act.
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"Incumbent Local Exchange Carrier"has the meaning given the termin the Act.
"Interconnection"has the meaning given the term in the Act and refers to the connection of separate pieces of equipment,facilities,or platformsbetweenorwithinnetworksforthepurposeoftransmissionandroutingofTelephoneExchangeServicetrafficandExchangeAccesstraffic.
"Interconnection Point"or "IP"means the physical point on the network where the two Panies interconnect.The IP is the demarcation pointbetweenownershipofthetransmissionfacility.
"Interexchange Carrier"or "IXC"means a carrier other than a CMRS provider or a LEC that provides,directly or indirectly,InterLATAand/orIntraLatafor-hire telecommunications service.
"InterLATA"has the meaning given the terminthe Act.
"InterMTATraffic"means all calls that originate in one NITA and terminate in another MTA.
"Intralata Toll Traffic"means all Intralata calls provided by a LEC other than traffic completed in the LECs local exchange boundary.
"Local Access and Transpon Area"or "LATA"has the meaning given to the term in the Act.
"Local Exchange Carrier"or "LEC"has the meaning given to the tern in the Act.
"Local Service Provider"means a carrier licensed by the Commission with the appropriate cenification (e.g.,a Cenificate of AuthorizationorServiceProviderCenificateofAuthorization).
"Local Traffic",for the application of reciprocal compensation,means telecommunications traffic between a LEC and a CMRS provider that,atthebeginningofthecall,originates and terminates within the same Major Trading Area ("MTA"),as defined in 47 CFR Section 24.202(A).TheoriginationpointandterminationpointonFremontnetworkshallbetheendofficeservingthecallingorcalledparty.The origination point andtheterminatingpointonCarner's network shall be originating or terminating cell site which services the calling or called party.
"Mobile Switching Center"or "MSC"means a Carner's facilities &related equipment used to route,transport &switch Wireless Calls to and fromthepublicswitchedtelephonenetwork.
"Major Trading Area"or "MTA"has the meaning given to the term in 47 CFR Section 24.202(A).
"NXX","NXX Code","Central Office Code",or "CO Code"is the 3-digit switch indicator that is defined by the D,E,and F digits of a 10-digittelephonenumberwithintheNANP.Each NXX Code contains 10,000 telephone numbers.
"Party"means either Fremont or Carrier as applicable,and "Parties"means Fremont and Carrier.
"Point of Interconnection"or "POI"means a physical location where Fremont and the Commercial Mobile Radio Service Provider interconnectwhichestablishesthetechnicalinterfaceandpoint(s)for operational division of responsibility.
"Reciprocal Compensation"means the arrangement between two carriers in which each of the two carriers receives compensation from the othercarrierforthetransportandterminationoneachcarrier's network of Local Trafficthat originates on the network of the other carrier.
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"Service Area"means the geographic area,e.g.,Major Trading Area,Basic Trading Area,Metropolitan Service Area,Geographic Service Area,andRuralServiceArea,served by the cellular system within which Carrier is licensed to provide service.
"Signaling System 7"or "SST"means a signaling protocol used by the CCS network.
"Signaling Transfer Point"or "STP"means the point where a partyinterconnects,either directly or though-facilities provided by Fremont,or aThirdPartyProviderwiththeCCS/557 network.
"Sychronous Optical Network"or "SONET"means an optical interface standard that allows inter-networking of transmission products frommultiplevendors.
"Tandem"means the following:
"Access Tandem"means a switching system that provides a concentration and distribution function for originating or terminating traffic betweenendoffices,other tandems and ThirdParty Providers.
"Local Tandem"means a switching system that provides a concentration and distribution function for originating and terminating traffic betweenthewirelessMSC's and the end office network associated with such Local Tandem.
"Wireless Tandem"means a switching system that provides a concentration and distribution function for originating and terminating trafficbetweenthewirelessMSCsandthelandlinenetworkandhasthesoftwarenecessarytoprovidewirelessinterconnectionservices.
"Telephone Exchange Service"means wireline exchange connections amongst LEC end users."Telecommunications"has the meanings given intheAct.
"Telecommunications Carrier"has the meanings given in the Act.
"Termination"means the switching of Local Traffic at the terminating carrier's end office switch,or equivalent facility,and delivery of such traffictothecalledparty.
"Territory"means the incumbent local exchange areas within the states identified in Appendix A
"Third Party Provider"shall mean any other facilities-based telecommunications carrier,'including,without limitation,Interexchange carriers,independent telephone companies,competitive local exchange carriers,or CMRS providers.The term shall not mean resellers of a LEC's local
exchange services or resellers of a CMRS provider's services.
"Transiting Traffic"means intermediate transport and switching of traffic between two parties,one of which is not a Party to this Agreement,carried by a Party that neither originates nor terminates that traffic on its network while acting as an intermediary.
"Transport"means the transmission (not including tandem switching)of Local Traffic subject to Section 251 (b)(5)of the Act from theinterconnectionpointbetweentwocarrierstotheterminatingcarrier's end office switch that directlyserves the called party,or equivalent facilityprovidedbyThirdPartyProvider.
"Trunk Group"means a set of trunks of common routing,origin and destinations,and which serve a like purpose or function.
"Trunk Side"means a Party's connection that is capable of and has been programmed to treat the circuit as connecting to another switching entity,for example another Fremont to Carrier switch.Trunk Side connections offerthose transmission and signaling features appropriate for theconnectionsofswitchingentities.
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"V and H Coordinates Method"means the computing of airline miles between two points utilizing an established formula which is based on the
vertical and horizontal coordinates of the two points used in the rating of calls.
"Wireless Calls"for the application of reciprocal compensation,means all calls originating from or terminating to the Carrier's network.
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Attachment 3:Acronyms
AAA American Arbitration Association
AMA Automated Message Accounting
CCS Common Channel Signaling
CMRS Commercial Mobile Radio Service
CPN Calling Party Number
EMR Exchange Message Record
FCC Federal Communications Commission
ILEC Incumbent Local Exchange Carrier
IXC Interexchange Carrier
LATA Local Access and Transport Area
LEC Local Exchange Carrier
MSC Mobile Switching Service
MTA Major Trading Area
OCN Operating Company Number
PSC Public Service Commission
PUC Public Utilities Commission
SONET Synchronous Optical Network
SS7 Signaling System 7
STP Signaling Transfer Point
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