20020215Application.pdf

FREMONTTELCOM
110 EAST MAIN ST.ANTHONY,ID 83445-1543 [phone] FAX [phone]
February 13,2002
Idaho Public Utilities Commission
P.O.Box 83720 ¿ý )-O /
Boise,ID 83720-0074
Dear Sirs:
Please find enclosed the Interconnection Agreement between Nextel Partners,Inc.andFremontTelcombeingsubmittedforapproval.If you have any questions please contact
me at 208-624-7300.
Mike Dolezal
Controller
MD/tm
Commercial Mobile Radio Services
InterconnectionAgreement
Between R FEB 15 50 8:28
FremontTelcom TiÚ i 5 00 sic
And
NPCR,Inc.d/bla Nextel Partners
GeneralTerms and Conditions
1.Introduction Page 3
2.EffectiveDate 3
3.InterveningLaw 3
4.Term of Agreement 3
5.Assignment 4
6.Confidentialityand Proprietary Information 4
7.Liability and Indemnity 5
8.Payment of Rates and Charges 6
9.Dispute Resolution 7
10.Notices 8
11.Taxes 9
12.Force Majeure 10
13.Publicity 10
14.Amendments or Waivers 10
15.Authority 10
16.BindingEffect 11
17.Consent 11
18.Expenses 11
19.Headings 11
20.Relationship of Parties 11
21.Conflict of Interest 11
22.Multiple Counterparts 11
23 Third Party Beneficiaries 11
24.Regulatory Approval 11
25 Trademarks and Trade Names 11
26.Regulatory Authority 11
27.Effect of Other Agreements 12
28.VerificationReviews 12
29.Complete Terms 13
30.Responsibility of Each Party 13
31.Governmental Compliance 13
32.Responsibility for EnvironmentalContamination 13
33.Subcontracting 13
34.Referenced Documents 14
35.Severability 14
36.Survivalof Obligations 14
37.GoverningLaw 14
38.Disclaimer of Warranties 14
39.Definitionsand Acronyms 14
40.Attachments 15
41.NetworkArchitecture 15
42.Transmission &Routing 17
43.[reserved]18
44.Ordering 18
45.NetworkMaintenance &Management 19
46.Notice of NetworkChanges 19
50.Billing,Compensation &Charges 20
51.Billing 20
52.Compensation 20
53.Charges 21
60.Pricing 23
Attachments
Attachment 1:Points of Interconnection
Attachment 2:Definitions
Attachment 3:Acronyms
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INTERCONNECTION AGREEMENT
This Interconnection Agreement ("Agreement")is entered between NPCR,Inc.,a Delaware corporation,d/b/a Nextel Partners ("Nextel
Partners"),with offices at 4500 Carillon Point,Kirkland,WA 98033,and Fremont Telcom ("Fremont")a corporation,having an office at
110 East Main,St.Anthony,ID,83445-1543,(collectively,the "Parties").
WHEREAS,Fremont is a Local Exchange Carrier in Idaho.
WHEREAS,Nextel Partners is a Commercial Mobile Radio Service providerin Idaho,
WHEREAS,Sections 251 and 252 of the Communications Act of 1934,as amended by the Telecommunications Act of 1996 (the "Act"),and other applicable laws,have specific requirements for Interconnection,and the Parties desire to enter into an agreement for theinterconnectionoftheirnetworksandreciprocalcompensationfortheterminationofLocalTelecommunicationsTraffic,
NOW,THEREFORE,in consideration of the premises and the mutual covenants of this Agreement,Nextel Partners 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 provideInterconnection or passage oftrafficto/for Nextel Partners.This Agreement also sets forth the terms and conditions for the interconnection of Nextel Partners'network to Fremont's network and reciprocal compensation for the transport and termination of telecommunications.
1.2 This Agreement includes and incorporates herein the Attachments of this Agreement,and all accompanying Appendices,
Addenda and Exhibits.
2.0 Effective Date
2.1 The effective date of this Agreement is the 15th of February,2002.Fremont will submit this Agreement for approval by the
relevant state Commission.
3.0 Intervening Law
3.1 This Agreement is entered into as a result of private negotiation between the Parties,acting pursuant to the Act,and/or otherapplicablestatelawsorCommissionrulings.If the actions of state or federal legislative bodies,courts,or regulatory agencies of competentjurisdictioninvalidate,modify,or stay the enforcement of laws or regulations that were the basis for a provision of the contract,theaffectedprovisionwillbeinvalidated,modified,or stayed as required by action of the legislative body,court,or regulatory agency.In such
event,the Parties shall expend diligent efforts to arrive at an agreement respecting the modifications to the Agreement required.Ifnegotiationsfail,disputes between the Parties concerning the interpretation of the actions required or provisions affected by suchgovernmentalactionswillberesolvedpursuanttoanyremedyavailabletothePartiesunderlaw,providedthat the Parties may mutually
agree to use the dispute resolution process provided for in this Agreement.
4.0 Term of Agreement
4.1 Fremont and Nextel Partners agree to interconnect pursuant to the terms defined in this Agreement for a term of two (2)yearsfromtheEffectiveDateofthisAgreement,with option to renew this Agreement on a month to month basis ,and thereafter theAgreementshallcontinueinforceandeffectunlessanduntilterminatedasprovidedherein.Either Party may terminate this Agreement byprovidingwrittennoticeofterminationtotheotherParty,such written notice to be provided at least sixty (60)days in advance of the dateoftermination,provided,however,that no such termination shall be effective prior to the date six months from the Effective Date of this
Agreement.By mutual agreement,Fremont and Nextel Partners may amend this Agreement in writingto modify its terms.
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 prior to 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 Party makes an unauthorized assignment of this Agreement;or
(iii).either Party fails for three (3)consecutive months to comply with any material provision of this Agreement,whether or
not such failures to comply are corrected after notice thereof is delivered to the other Party.
A Party may terminate this Agreement immediately if the other Party fails to perform any of its obligations under this Agreement in any
material respect and such material failure continues without remedy for a period of thirty (30)days after written notice is given by the
non-defaulting Party to the defaulting Party.
The Parties agree to resolve any impasse by submission of any disputed matter relating to this Agreement to the to the Federal
Communications Commission (FCC)or submit the dispute to a commercial providerof arbitration services.
5.0 Assignment
5.1 Neither Party may assign,subcontract,or otherwise transfer its rights or obligations under this Agreement except under
such terms and conditions as are mutually acceptable to the other Party and with such Party's priorwritten consent,which consent
shall not be unreasonably withheld;provided that either Party may assign its rights and delegate its benefits,and delegate its
duties and obligations under this Agreement without the consent of the other Party to a 100 percent commonly owned affiliate of
that Party that is also the recipient of the relevant assets of the assignor.Nothingin this section is intended to impair the right of
either Party to utilize subcontractors.
5.2 Each Partywill notify the other in writing not less than sixty (60)days in advance of an anticipated assignment.
5.3 Nothingin this Agreement shall prohibitNextel Partners from enlarging its CMRS network through management contracts with
third-parties for the construction and operation of a CMRS system under the Nextel Partners brand name and license.Traffic originating
on such extended networks shall be treated as Nextel Partners traffic subject to the terms,conditions,and rates of this Agreement.Traffic
traversing such extended networks shall be deemed to be and treated under this Agreement as "Nextel Partners telecommunications
traffic"when it originates on such extended network and terminates on Fremont's network,and as "Fremont telecommunications traffic"
when it originates upon Fremont's network and terminates upon such extended network.Telecommunications traffic traversing on such
extended networks shall be subject to the terms,conditions,and rates of this Agreement.
6.0 Confidentiality and ProprietaryInformation.
6.1 For the purposes of this Agreement,confidential information ("Confidential Information")means confidential or
proprietary technical or business informationgiven by one Party (the "Discloser")to the other (the "Recipient").All information
which is disclosed by one Party to the other in connection with this Agreement,during negotiations and the term of this
Agreement will automatically be deemed proprietary to the Discloser and subject to this Section 6.0,unless otherwise confirmed
in writingby the Discloser.The Recipient agrees (i)to use Confidential Information only for the purpose of performing under
this Agreement,(ii)to hold it in confidence and disclose it to no one other than its employees having a need to know for the
purpose of performing under this Agreement,and (iii)to safeguard it from unauthorized use or disclosure using at least the same
degree of care with which the Recipient safeguards its own Confidential Information.If the Recipient wishes to disclose the
Discloser's Confidential Information to a third-party agent or consultant,such disclosure must be agreed to in writing by the
Discloser,and the agent or consultant must have executed a written agreement of nondisclosure and nonuse comparable to the
terms of this section.
6.2 .The Recipient may make copies of Confidential Information only as reasonably necessary to performits obligations under this
Agreement.All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and
proprietary rights notices as are contained on the original.
6.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser,including any
copies made by the Recipient within thirty (30)days after a written request is delivered to the Recipient,or to destroy all such
Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably
Requires to perform its obligations under this Agreement.If either Party loses or makes an unauthorized disclosure of the other
Party's Confidential Information,it will notify such other party immediately and use reasonable efforts to retrieve the lost or
wrongfullydisclosed information.
6.4 The Recipient will have no obligation to safeguard Confidential Information:(i)which was in the possession of the Recipient
free of restriction prior to its receipt from the Discloser;(ii)after it becomes publicly known or available through no breach of this
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Agreement by the Recipient,(iii)after it is rightfully acquired by the Recipient free of restrictions on its disclosure,or (iv)after it is
independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously
disclosed.In addition,either Partywill have the right to disclose (Confidential informationto any mediator,arbitrator,state or federal
regulatory body,or a court in the conduct of any mediation,arbitration or approval of this Agreement,as long as,in the absence of an
applicable protective order,the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake
lawful measures to avoid disclosing such information and for Discloser to have reasonable time to seek or negotiate a protective order
before or with any applicable mediator,arbitrator,state or regulatory body or a court.
6.5 The Parties recognize that an individual end user may simultaneously seek to become or be a customer of both Parties.Nothing
in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from end users or
sources other than the Discloser
6.6 Each Party's obligations to safeguard Confidential Information disclosed priorto expiration or termination of this
Agreement will survive such expiration or termination.
6.7 Except as otherwise expressly provided elsewhere in this Agreement,no license is hereby granted with respect to any
patent,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 the
Recipient or its representatives and the Discloser will be entitled to seek equitable relief,including injunctive relief and specific
performance,in the event of any breach or threatened breach of the confidentiality provisions of this Agreement.Such remedies
will not be deemed to be the exclusive remedies for a breach of this Agreement,but will be in addition to all other remedies
available at law or in equity.
7.0 Liability and Indernnity
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
errors occurring in the course of furnishing any service hereunder,the liability of the Party furnishing the affected service,if any,shall not
exceed an amount equivalent to the proportionate charge to the other Party for the period of that particular service during which such
mistakes,omissions,defects in transmission,interruptions,failures,delays or errors occurs and continues;provided,however,that any such
mistakes,omissions,defects in transmission,interruptions,failures,delays,or errors which are caused or contributed to by the negligence
or willful act or omission of the complaining Party or which arise from the use of the complaining Party's facilities or equipment shall not
result in the imposition of any liability whatsoever upon the Party furnishing service.Mistakes,omissions,or actions that physically damage
a Party's equipment or property or cause an interruption in service shall be corrected promptly by and at the cost of the Party against
whom said mistakes,omissions or actions are attributed.
7.2 No Consequential Damages
NEITHER Nextel Partners NOR Fremont WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,INCIDENTAL,
CONSEQUENTIAL,RELIANCE,OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING WITHOUT
LIMITATION DAMAGES FOR HARM TO BUSINESS,LOST REVENUES,LOSTSAVINGS,OR LOST PROFITS SUFFERED
BY SUCH OTHER PARTY),REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT,WARRANTY,STRICT
LIABILITY,OR TORT,INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND,WHETHER ACTIVE OR
PASSIVE,AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES
COULD RESULT.EACH PARTY HEREBY RELEASES THE OTHER PARTY (AND SUCH OTHER PARTY'S SUBSIDIARIES
AND AFFILIATES,AND THEIR RESPECTIVE OFFICERS,DIRECTORS,EMPLOYEES,AND AGENTS)FROM ANY SUCH
CLAIM.NOTHING CONTAINED IN THIS SECTION WILL LIMIT Fremont's OR Nextel Partners'LIABILITY TO THE OTHER
FOR (i)WILLFUL OR INTENTIONAL MISCONDUCT(INCLUDING GROSS NEGLIGENCE);(ii)BODILY INJURY,DEATH,
OR DAMAGE TO TANGIBLE REAL OR TANGIBLE PERSONAL'PROPERTY PROXIMATELY CAUSED BY Fremont's OR
Nextel Partners'NEGLIGENT ACT OR OMISSION OR THAT OF THEIR RESPECTIVE AGENTS,SUBCONTRACTORS OR
EMPLOYEES.
7.3 Obligation to Indemnify
7.3.1 Each Party shall be indemnified and held harmless by the other Party against claims and damages by third parties arising
from (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 indemnifying Party's services to its end users (e.g.,claims
for interruption of service,quality of service or billing disputes).Each Party shall also be indemnified and held harmless by the other Party
against claims and damages of persons for services furnished by the indemnifying Party or by any of its subcontractors,under worker's
compensation laws or similar statutes.
7.3.2 The Parties agree to release,defend,indemnify,and hold harmless the other Party from any claim,demand or suit that
asserts any infringement or invasion of privacy or confidentiality of any person or persons caused or claimed to be caused,
directly or indirectly,by the other Party's employees and equipment associated with the provision of any service herein.This
provision includes but is not limited to suits arising from disclosure of the telephone number,address,or name associated with
the telephone called or the telephone used in connection with any services herein.
7.3.3 Fremont makes no warranties,express or implied,concerning Nextel Partners'(or any third party's)rights with respect to
intellectual property (including without limitation,patent,copyright and trade secret rights)or contract rights associated with Nextel
Partners'tights to interconnect with Fremont's network.Section 7 applies solely to this Agreement.Nothingin this Section will
be deemed to supersede or replace any other agreements,if any,between the Parties with respect to Nextel Partners'intellectual property
or contract rights.
7.3.4 When the lines or services of other companies and carriers are used in establishing connections to and/or from points not
reached by a Party's lines,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 for indemnification under this Section,the televant Indemnitee,as appropriate,will promptly notify the
Indemnifying Party and request the Indemnifying Party to defend the same.Failure to so notify the IndemnifyingPartywill not relieve the
Indemnifying Party of any liability that the Indemnifying Party might have,except to the extent that such failure prejudices the
Indemnifying Party's ability to defend such Claim.The Indemnifying Party will have the right to defend against such liability or assertion in
which event the Indemnifying Partywill give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity
of counsel selected by the IndemnifyingParty.Except as set forth below,such notice to the relevant Indemnitee will give the Indemnifying
Party full authority to defend,adjust,compromise,or settle such Claim with respect to which such notice will have been given,except to
the extent that any compromise or settlement might prejudice the Intellectual Property Rights of the relevant Indemnities.The
Indemnifying Party will consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual
Property Rights or other rights of any Indemnitee,and the relevant Indemnitee will have the right to refuse such compromise or settlement
and,at the refusing Party's or refusing Party's cost,to take over such defense,providedthat in such event the Indemnifying Partywill not
be responsible for,nor will it be obligated to indemnify the relevant Indemnitee against any cost or liability in excess of such refused
compromise or settlement.With respect to any defense accepted by the Indemnifying Party,the relevant Indemnitee will be entitled to
participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of
the Indemnitee and also will be entitled to employ separate counsel for such defense at such Indemnitee's expense.In the event the
Indemnifying Party does not accept the defense of any indemnified Claim as providedabove,the relevant Indemnitee will have the right to
employ counsel for such defense at the expense of the Indemnifying Party.Each Party agrees to cooperate and to cause its employees and
agents to cooperate with the other Partyin the defense of any such Claim.
8.0 Payment of Rates and Charges
8.1 Measurement Standards
For purposes of billing compensation for the exchange of Local Telecommunications Traffic,billed minutes of use (MOU)will be based
upon conversation time.Conversation time will be determined from actual usage recordings.Usage measurement begins when the
terminating recording switch receives answer supervision from the terminating end user.The measurement of terminating call usage ends
when the terminating entry switch receives or sends a release message,whichever occurs first.Measured MOU are aggregated at the end of
the billing cycle and then rounded to the nearest whole minute.
8.2 Bill Exchanve
8.2.1 Format
Fremont will prepare its bill in accordance with its existing CABS /SECABS billing systems.Nextel Partners will prepare its bill in
accordance with the OBF (CABS BOS)industry standards.The Parties will make an effort to conform to current and future OBF (CABS
BOS)standards,insofar as is reasonable.
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8.2.2 Timing
The Parties will exchange billing information on a monthly basis.Non-recurring charges will be billed upon completion of the work
activity for which the charge applies;monthly recurring charges will be billed in advance;and Local Network Usage will be billed in arrears.
All bills will be due when rendered and will be considered past due thirty (30)days after the bill date.
8.3 Except as otherwise specifically provided in this Agreement,interest on overdue invoices will apply at the lesser of the
highest interest rate (in decimal value)which may be levied by law for commercial transactions,or one and one-half percent (1 ½%)per
month or the maximum non-usurious rate of interest under applicable law.Late payment charges shall be included on the next statement.
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
the dispute,and a detailed description of the underlying dispute.
9.1.1 Billing Disputes
A Party must submit reasonable and valid billing disputes within ninety (90)days from the due date.Examples of reasonable and valid
disputes are:
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 rise to the dispute is discovered or beyond the applicable Statue of
Limitations,whichever is shorter.
9.3 Alternative to Litigation
The Parties desire to resolve disputes arising out of this Agreement withoutlitigation.Accordingly,except for action seeking a temporary
restraining order or an injunction related to the purposes of this Agreement,or suit to compel compliance with this Dispute Resolution
process,the Parties agree to use the followingDispute Resolution procedure with respect to any controversy or claim arising out of or
relating to this Agreement or its breach.
9.4 Informal Resolution of Disputes
In the case of any dispute and at the;written request of a Party,each Party will appoint.a knowledgeable,responsible representative to
meet and negotiate in good faith to resolve any dispute arising under this Agreement.The location,form,frequency,duration,and
conclusion of these discussions will be left to the discretion of the representatives.Upon agreement,the representatives may utilize other
altemative dispute resolution procedures such as mediation to assist in the negotiations.Discussions and the correspondence among the
representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration
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described below or in any lawsuit without the concurrence of both parties.Documents identified in or providedwith such
communications,which are not prepared for purposes of the negotiations,are not so exempted and,if otherwise admissible,may be
admitted in evidence in the arbitration or lawsuit.Unless otherwise provided herein,or upon the Parties'agreement,either Party may
invoke formal dispute resolution procedures including arbitration or other procedures as appropriate,not earlier than ninety (90)days after
the date of the letter initiating dispute resolution under this paragraph.
9.5 Formal Dispute Resolution
9.5.1 If the negotiations do not resolve the dispute within ninety (90)days of the initial written request,then either Party may proceed
with any remedy available to it pursuant to law,equity or agency mechanisms;provided,that upon mutual agreement of the parties such
disputes may also be submitted to binding arbitration.
9.6 Conflicts
9.6.1 The Parties agree that the Dispute Resolution procedures set forth in this Agreement are not intended to conflict with
applicable requirements of the Act or tiie state Comnussion with regard to procedures for the resolution of disputes arising out of
this Agreement.
9.7 Continuous Service
9.7.1 The Parties shall continue providingservices to each other during the pendency of any dispute resolution procedure,and the
Parties shall continue to perform their payment obligations (includingmaking payments in accordance with Section 8 in accordance with
this Agreement.
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 of
production of documents (including search time and reproduction costs).
10.0 Notices
10.1 In the event any notices are sent under the terms of this Agreement,they may be sent by registered mail return receipt
requested.Notice may also be effected by personal deliveryor by overnight courier,and will be effective upon receipt.Either
Party may unilaterally change its designated representative and/or address for the receipt of notices by giving seven (7)days'
prior written notice to the other Party in compliance with this Section.Any notice or other communication will be deemed given
when received.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 Nextel Partners:With copy to:
Nextel Partners Nextel Partners
Attn:Brent G.Eilefson Attn:Legal Department
10120 West 766 Street 4500 Carillon Point
Eden Prairie,MN 55344 Kirkland,WA 98033
11.0 Taxes
The billing Party shall charge and collect from the billed Party,and the billed Party agrees to pay to the billing Party,appropriate federal,
state,and local taxes where applicable,except to the extent the billed Party notifies the billing Party and provides appropriate
documentation that the billed Party qualifies for a full or partial exemption.
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12.0 Force Majeure
12.1 Except as otherwise specifically provided in this Agreement,neither Party shall be responsible for delays or failures in
performance resulting from acts or occurrences beyond the reasonable control of such Party,regardless of whether such delays or
failures in performance were foreseen or foreseeable as of the date of this Agreement,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 any other similar circumstances beyond the Party's reasonable control.In
such event,the Party affected shall,upon giving promptnotice to the other Party,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-day basis
to the extent such Party's obligations relate to the performance so interfered with).The affected Party shall use its reasonable
commercial efforts to avoid or remove the cause of nonperformance and both Parties shall proceed to performwith dispatch once
the causes are removed or cease
13.0 Publicity
13.2 Neither Party will offer any services using the trademarks,service marks,trade names,brand names,logos,insignia,
symbols or decorative designs of the other Party or its affiliates without the other Party's written authorization.
14.0 Amendments and Waivers
14.1 Except as otherwise provided in this Agreement,no waiver of any provision of this Agreement and no
consent to any default under this Agreement will be effective unless the same is in writing and signed by an officer of the Party against
whom such 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 forum,contract negotiation,bona fide request,or
arbitration addressing any matters,including matters related to the types of arrangements prescribed by this Agreement.
14.2 Any amendment,modification,or supplement to this Agreement must be in writing and signed by an authorized representative
of each Party.The term "this Agreement"shall include future amendments,modifications,and supplements.
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
Parties.
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 partywill 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 Relationshipof Parties
20.1 This Agreement will not establish,be interpreted as establishing,or be used by either party to 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 for the other unless written authority,separate from this Agreement,is provided.Nothingin the Agreement
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will be construed as providingfor the sharing of profits or losses arising out of the efforts of either or both of the Parties.
Nothingherem will be construed as making either Party responsible or liable for the obligations and undertakings of the other
Party.
21.0 Conflict of 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 construed to
provide third parties with any remedy,claim,liability,reimbursement,cause of action,or other privilege.
24.0 Regulatory Approval
24.1 Each Party agrees to cooperate with the other and with any regulatory agent to obtain regulatory approval.Duringthe term of this
Agreement,each Party agrees to continue to cooperate with each other and any regulatory agency so that the benefits of this Agreement
may be achieved.
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 authority
for one Party to use the name,trademarks,service marks,or trade names of the other for any purpose whatsoever,absent written
consent of the other Party.
26.0 RegulatoryAuthority
26.1 Fremont will be responsible for obtaining and keeping in effect all Federal Communications Commission,state regulatory
commission,franchise authority and other regulatory approvals (e.g.tariffs)that may be required in connection with the performance of its
obligations under this Agreement.Nextel Partners will be responsible for obtaining and keeping in effect all Federal Communications
Commission,state regulatory commission,franchise authority and other regulatory approvals that may be required in connection with its
offeringof services to Nextel Partners Customers contemplated by this Agreement.Nextel Partners will reasonably cooperate with
Fremont in obtaining and maintaining any required approvals for which Fremont is responsible,and Fremont will reasonably cooperate
with Nextel Partners in obtaining and maintaining any required approvals for which Nextel Partners is responsible.
27.0 Effect of Other Agreements
27.1 Most Favored Nations Provision
If at any time while this Agreement is in effect,Fremont enters into an agreement with another party to provideservices provided under
this Agreement which Nextel Partners finds more favorable to this Agreement,Nextel Partners may adopt the complete prices,terms,and
conditions of such agreement by delivering written notice to Fremont.Fremont will thereafter continue to provide services to Nextel
Partners,subject to the prices,terms,and conditions of such other agreement.
28.0 Verification Reviews
28.1 Subject to each Party's reasonable security requirements and except as may be otherwise specifically provided in this
Agreement,either Party may audit the other Party's relevant books,records and other documents once in each Contract Year
solely for the purpose of evaluating the accuracy of the other Party's billing and invoicing.The Parties may employ other persons
or firms for this purpose.Such audit will take place at a time and place agreed to by the Parties no later than sixty (60)days after
notice thereof.
28.2 The review will consist of an examination and verification of data involvingrecords,systems,procedures and other
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information related to the services performed by either Party as related to settlement charges or payments made in connection
with this Agreement as determmed by either Party to be reasonably required.Each Party shall maintain reasonable records for a
minimum of twelve (12)months and provide the other Party with reasonable access to such information as is necessary to
determine amounts receivable or payable under this Agreement.
28.3 Each Partywill promptly correct any billing error that is revealed in an audit,including making refund of any
overpayment by the other Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed
upon the accuracy of the audit results.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,providingreasonable access to any and all appropriate employees and
books,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 staged
reviews,as mutually agreed,so that all subject matters are not required to be reviewed at the same time.Verincation reviews will
be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that
will not interfere with the audited Party's business operations.
28.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review.The Party being
reviewed will provide access to required information,as outlined in this section,at no charge to the reviewing Party.Should the
reviewing Party request information or assistance beyond that reasonably required to conduct such a review,the Party being reviewed may,
at its option,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 resolution
of disputed audits,the affected Party will promptly reimburse the other Party the amount of any overpayment.
28.8 .Subject to each Party's reasonable security requirements and except as may be otherwise specifically provided in this Agreement,
each Party may inspect after one (1)year of operation of this Agreement,as a matter of right,the other Party's relevant books,records and
other documents related in any way to the services provided under this Agreement solely for the purpose of evaluating compliance with the
terms and conditions of this Agreement.This audit right is in addition to the financial audit rights provided above.The Parties may employ
other persons or firms for this purpose (so long as said Parties are bound by this Agreement as are the principles).The Parties will bear
their own reasonable expenses associated with this inspection.Subsequent audits will be scheduled when and if cause is shown.
28.9 Information obtained or received by Nextel Partners in conducting the inspections described in Section 28.8 and information
obtained or received by either Party in connection with Sections 28.1 through 28.7 will be subject to the confidentiality
provisions of Section 6 of this Agreement.
29.0 Complete Terms
29.1 This Agreement sets forth the entire understanding and supersedes prior agreements between the parties relating to the subject
matter contained herein and merges all prior discussions between them,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 set forth in writing and executed by a duly authorized officeror representative of the party to be bound thereby.
30.0 Responsibilityof 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 of its employees assisting in the performance of such obligations.Each Party will be solely
responsible for all matters relating to payment of such employees,including compliance with social security taxes,withholding
taxes and all other regulations governing such matters.Each party will be solely responsible for proper 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 or
assume control over at Work Locations or,(ii)Waste resulting therefrom or otherwise generated in connection with its or its
contractors'or agents'activities at the Work Locations.Subject to the limitations on liability and except as otherwise provided in
this Agreement,each Party will be responsible for (i)its own acts and performance of all obligations imposed by applicable law
in connection with its activities,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
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31.1 Nextel Partners and Fremont each will comply at its own expense with all applicable law that relates to (i)its obligations under or
activities in connection with this Agreement;(ii)its activities undertaken at,in connection with or relating to Work Locations.Nextel
Partners and Fremont each agree to indemnify,defend (at the other party's request)and hold harmless the other,each of its ofÏicers,
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)its failure or the failure of its contractors or agents to so comply or (ii)any
activity,duty or status of it or its contractors or agents that triggers any legal obligation to investigate or
remedy environmental contamination.
33.0 Subcontracting
33.1 If any obligation is performed through a subcontractor,each Party will remain fully responsible for the performance of
this Agreement in accordance with its terms,including any obligations either Party performs through subcontractors,and eachPartywillbesolelyresponsibleforpaymentsduetheParty's subcontractors.No contract,subcontract or other Agreement entered
into by either Party with any third party in connection with the provision of services hereunder will provide for any indemnity,
guarantee or assumption of liability by,or other obligation of,the other Party to 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 for any purposes
under this Agreement.Any subcontractor who gains access to Confidential Informationcovered by this Agreement will be
required by the subcontracting Party to protect such Confidential Informationto the same extent the subcontracting Party is
.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,Nextel Partners Practice,Fremont Practice,any publication of telecommunications industry administrative or technical standards,or any other document
specifically incorporated into this Agreement,it will be deemed to be a reference to the most recent version or edition (including
any amendments,supplements,addenda,or successors)of each document that is in effect,and will include the most recent
version or edition (including any amendments,supplements,addenda,or successors)of each document incorporated by reference
in such a technical reference,technical publication,Nextel Partners 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 of
Nextel Partners as of the effective date of this Agreement and the Parties are not in agreement concerning such modifications,the Parties
agree to negotiate in good faith to determine how such changes will impact performance of the Parties under this Agreement,if at all.
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,such
invalidity or unenforceability will not invalidate the entire Agreement,unless such construction would be unreasonable.The
Agreement will be construed as if it did not contain the invalid or unenforceable provision or provisions,and the rights and
obligations of each Party will be construed and enforced accordingly;provided,however,that in the event such invalid or
unenforceable provisionor provisions are essential elements of this Agreement and substantially impair the rights or obligations
of either Party,the Parties will promptly negotiate a replacement provision or provisions.If impasse is reached,the Parties will
resolve said impasse under the dispute resolution procedures set forth in Section 9.5.2.
36.0 Survival of Obligations
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 Party under the provisions regarding indemnification,Confidential Information,limitations on liability,and any other
provisions of this Agreement which,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 of
the Parties will be governed by the laws of the state in which the services are provided,except insofar as federal law may control any aspectofthisAgreement,in which case federal law will govern such aspect
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38.0 Disclaimer of Warranties,
38.1 FREMONT MAKES NO REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT
NOT LIMITED TO ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR
PURPOSE WITH RESPECT TO SERVICES PROVIDED HEREUNDER.ADDITIONALLY,FREMONT ASSUMES NO
RESPONSIBILITYWITH REGARD TO THE CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY NEXTEL
PARTNERS WHEN THIS DATA OR INFORMATION IS ACCESSED AND USED BY A THIRD PARTY.
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 to encompass meanings that may differ from,or be in addition to,the normal connotation of the defined word.Unless the
context clearly indicates otherwise,any term defined or used in the singular will include the plural.The words "will"and "shall"are used
interchangeably throughout this Agreement and the use of either connotes a mandatory requirement.The use of one or the other will
not mean a differentdegree 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,
the Attachment labeled "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
conditions in any given Attachment differ from those contained in the main body of this Agreement,those definitions,terms or
conditions will supersede those contained in the main body of this Agreement,but only in regard to the services or activities listed in
that particular Attachment.In particular,if an Attachment contains a term length that differs from the term length in the main body of
this Agreement,the term length of that Attachment will control the length of time that services or activities are to occur under the
Attachment,but will not affect the term length of the remainder of this Agreement,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
for the transmission and routing of Local Telecommunications Traffic and Exchange Access.It also describes the ordering process and
maintenance requirements.
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 Nextel
Partners'Mobile Switching Center ("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 Nextel Partners'MSC and a Fremont Wireless Tandem.
Type 2A facilities provide the capability to access all Fremont end offices and Third Party Providers,excluding Interexchange Cartiers,
subtending the Fremont Wireless Tandem.
41.1.3 Type2B -Facilities that provide a trunk side connection from a Nextel Partners'MSC to a Fremont end office.Type 2B
facilities provide the capability to access only subscribers served by that end office.
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41.1.4 Equal Access Facilities -Facilities that provide a trunk side connection between Nextel Partners'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 Nextel Partners may order facilities through the use of either Fremont Special Access facilities,their own facilities,or facilities of a
third party..
41.3
The Parties agree to work cooperatively to determine the number of trunks needed to handle the estimated traffic.Type 1,Type
2A and Type 2B facilities may be either one-way or two-way when both Parties agree to share the facility.For one-way,or two
way facilities,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 agree
to utilize two-way facilities,the Parties will share the charges on a proportional percentage basis as specified in the Section labeled Shared
Facilities under "Pricing".The Parties will review this factor on a periodic basis and,if warranted by the actual usage,revise the factor
appropriately.
41.4 Facility Location
41.4.1 Technical Feasibility
41.4.1.1 As required by Section 251 of the Act,Nextel Partners may designate a POI.The,Parties acknowledge for purposes of this
requirement that the locations listed in the Attachment labeled "Points of Interconnection"constitute the technically feasible points of
interconnection for the Nextel Partners and Fremont to exchange traffic.
41.4.1.2 If Nextel Partners requires interconnection at a location not listed in the Attachment labeled "Points of Interconnection"then it
shall submit a Special Request pursuant to section 44.2.1.
41.4.2 Incumbent LEC Requirement
The Parties acknowledge that the terms and conditions specified in this Agreement do not apply to the provisionof services or facilities by
Fremont in those areas where Fremont is not the incumbent LEC.
41.5 Additional Interconnection Methods
41.5.1 Nextel Partners may provideits own facilities and transport for the delivery of traffic from its MSC to the Point of
Interconnection..Nextel Partners may purchase these facilities from a third party or from Fremont.Rates for these facilities from Fremont
are specified in the applicable interstate or intrastate Access Tariff.
41.5.3 Nextel Partners and Fremont may share Fremont interconnection facilities at the rates specified in Fremont's applicable interstate
or intrastate Access Tariff.Charges will be shared by the Parties based on their proportional (percentage)use of such facilities as specified
in the section labeled "Shared Facilities ".under "Pricing."
41.6.Indirect Network Interconnection
Indirect Interconnection relates to the exchange of Local Telecommunications Traffic between the respective networks of Nextel Partners
and Fremont.which uses the tandem switching facilities of a third party for the Point Of Interconnection and where there is no direct
connection between Nextel Partners and Fremont.Nextel Partners and Fremont shall reciprocally and symmettically compensate one
another for Local Telecommunications Traffic terminated to their respective subscribers and end-user customers.The rate for the indirect
termmating charges are set forth in Section 60 Pricing.Each Party will only charge the other Party for actual conversation minutes of use
based on call party answer to call party disconnect.The originating Party agrees to pay any transit charges that may be assessed by an
intermediary LEC.The compensation arrangement for indirect 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 of transport and termination in connection with this
traffic changes the applicable rates,terns,or conditions of those intermediary services.Neither Party 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
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41.7.1 Each Party 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 providingParty provides to itself with the understanding,however,that such services shall be
considered Special Requests)
41.7.2 Nothingin 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 FCC in the FCC's Report and Order,CC Docket 96-98.Nextel Partners will be solely responsible,at its own expense for the 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 &Routing
This section provides the terms and conditions for the exchange of traffic between the Parties'respective networks for the transmission
and routing by the Parties of Local Telecommunications Traffic and Transiting Traffic.
42.1 Basic Terms
42.1.1 Mobile to Land
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42.1.1.1 Nextel Partners shall be responsible for the delivery of traffic from its network to Fremont's network (at the appropriate point of
interconnection on its network)for the transport and termination of such traffic by Fremont to a Fremont end user or for delivery by
Fremont to a Third Party Provider.
42.1.1.2 Unless Nextel Partners elects to provision its own facilities under section 41.5,Fremont shall provide the physical plant facilities
that interconnect Nextel Partners'point of interconnection with Fremont point of interconnection.Fremont shall provision mobile to land
connecting facilities for Nextel Partners 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 Nextel Partners'network at the appropriate point of
interconnection (within the serving wire center boundary of the end office in which the tandem,providingType 2A Interconnection,is
located,or within the serving wire center boundary of the end office providingType 1 Interconnection)on its network for the transport
and termination of such traffic by Nextel Partners to the handset of a Nextel Partners end user.
42.1.2.2 Unless Fremont elects to have Nextel Partners or a third party provision facilities under section 41.6,Fremont shall provide the
physical plant facilities that interconnect Fremont point of interconnection with Nextel Partners'point of interconnection.Fremont shall
be responsible for the physical plant facility from its network to the appropriate point of interconnection within the serving wire center
boundary of the end office in which the tandem,providingType 2A Interconnection,is located,or within the serving wire center boundary
of the end office providingType 1 Interconnection on its network.
42.1.3 Traffic To Third Party Providers
Upon written notice by the requesting Party and written consent by the requested Party,the requesting Partymay route traffic destined for
the network of a third party through the requested Party's network.Nextel Partners and Fremont shall compensate each other for traffic
that transits their respective systems to any third party provider,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 party providers with whom
Nextel Partners has not reached agreement.In the event that Nextel Partners does send traffic through Fremont network to a third party
providerwith whom Nextel Partners does not have a trafEc interchange agreement,then Nextel Partners agrees to indemnify Fremont for
any termination charges rendered by a third party providerfor such trafEc.
42.1.3.1 The Parties agree that the exchange of traffic on Fremont's extended area calling service (EAS)routes shall be considered Local
Telecommunications Traffic and compensation for the Termination of such trafEc shall be paid pursuant to the terms of this Agreement.
An NXX assigned to Nextel Partners shall be included in any EAS optional calling scope,or similar program to the same extent as any
other NXX in the same rate center.EAS routes are those exchanges within a telephone exchange's Local Calling Area,as defined in
Fremont's general subscriber tanf£
42.1.4 Signaling
Fremont will provide at Nextel Partners'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 Nextel Partners,Fremont shall provide such service at the rates speciñed 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 Nextel Partners'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 LERGUpdates
It shall be the responsibility of each Party to program and update its own switches and network systems pursuant to the Local
Exchange Routing Guide (LERG)guidelines to recognize and route traffic to the other Party's assigned NXX codes at all times.
Neither Party shall impose any fees or charges whatsoever on the other Party for such activities.
44 Ordering
44.1 General
Unless otherwise provided for in this Agreement,tlus provision shall apply for the ordering of interconnection herein.Each Party 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 forrnat for any orders and any required codes or other information that must be included in any particular order.Subject to
the paragraph immediately below,orders shall be processed as follows:after the receipt of a request,a Party shall notify the ordering Party,
in a timely manner and in agreement with published intervals,of any additional information it may require to determine whether it is
16
technically feasible to meet the request.Within 45 days of its receipt of said information,the Party shall 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 the providingParty's non-compliance delivery of connecting facility by
the specified charges of the connecting facility to the other Party.
44.2 Special Requests
44.2.1 If either Party 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 of intended use.Within twenty (20)days of its receipt of the ordering Party's request (the "Request Date"),the providingParty
shall notify the ordering Party of any additional information it may require to determine whether it is technically feasible to meet the
request.Within sixty (60)days of its receipt of said information (or sixty (60)days from the Request Date if the providingParty does not
ask for additional information),the providingParty shall notify ("Notification")the ordering Party if its request is technically feasible.If the
request is technically feasible,the providingParty shall activate the interconnection at any time fifteen (15)days after Notification (the
"Activation Date")as specified by the ordering Party.Upon activation the Parties shall be deemed to have amended the Attachment labeled
"Points of Interconnection"to include the added location.Special Requests for interconnection 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,and Charges",section 53.3.3 herein below.The providingParty shall have seventy-five (75)days to notify the ordering
Party ("Special Notification")if the ordering Party's Special Request,in the providingParty's sole discretion,will be fulfilled and what the
cost of fulfilling such request will be.If the Special Request will be fulfilled,the providingParty 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 providingParty's reasonable and demonstrable costs
of processing and/orimplementing 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.,
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,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 Hour Network Management Contact
For Fremont:
Contact Number:208-624-7300
Facsimile Number 208-624-7909
For Nextel Partners:
Contact Number:888-5NEXTEL(888-563-9835)
E-mail:[e-mail]
45.1.3 Neither Party will use any service provided under this Agreement in a manner that impairs the quality of service to other carriers
or to either Party's subscnbers.Either Partywill 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 of its 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 of the other Party,its affiliated companies
17
or its connecting and concurring carriers involved in its services,cause damage to their plant,impair the privacy of 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 Partywhose facilities are being used may discontinue or refuse service if the Party using the facilities violates this
provision,provided that such termination of service will be limited to the violating Party's use of a facility,where appropriate.
Trouble clearing procedures of both parties shall include mechanisms for escalation of restoration efforts appropriate to the critical impact
on the other party's network.Both parties agree that they will use their reasonable commercial effort to clear troubles on their networks
that materially affect the other party's clients.
46.0 Notice of Network Changes
46.1 Fremont agrees to provide Nextel Partners reasonable notice consistent with applicable FCC rules of changes in the information
necessary for the transmission and routing of services using Fremont facilities or networks,as well as other changes that affect
the interoperability of those respective facilities and networks.This Agreement is not intended to limit Fremont's ability to
upgrade its network through the incorporation of new equipment,new software or otherwise so long as such upgrades are not
inconsistent with Fremont's obligations to Nextel Partners 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 this
Agreement.
51.0 Billing
Each Party shall deliver monthly settlement statements for terminating the other Party's traffic based on a mutually agreed schedule.Each
Party will record its terminating minutes of use based on conversation time.
For the purposes of establishing service and providingefficient and consolidated billing to Nextel Partners,Nextel Partners is required toprovideFremontitsauthorizedandnationallyrecognizedOperatmgCompanyNumber(OCN)"6664"or "4066".
52.0 Compensation
52.1 Reciprocal Compensation
52.1.1 Rates
The Parties shall provideeach other Reciprocal Compensation for the transport and termination of Local Telecommunications Traffic attheratesspecifiedinthesectionlabeled"Pricing"(elsewhere below).Fremont shall compensate Nextel Partners for the transport and
termmation of Local Telecommunications Traffic originating on Fremont's network;Nextel Partners shall compensate Fremont for the
transport and termination of Local Telecommunications Traffic originating on Nextel Partners'network.Compensation shall vary based on
the method of interconnection used by the Parties,as specified in the section labeled "Pticing."
52.1.2 Exclusions
Reciprocal Compensation shall apply solely to the transport and termination of Local Telecommunications Traffic,and shall not apply to
any other traffic or services,including without limitation:
52.1.2.1 InterMTA traffic;
52.1.2.3 Traffic which neither originates nor terminates on Nextel Partners'network
52.1.2.4 Non-local traffic associated with Reverse Toll Billing Agreements;and
52.1.2.5 Paging Traffic.
52.1.3 MeasuringCalls as Local Telecommunications Traffic
In order to measure whether traffic is Local Telecommunications Traffic for purposes of calculating Reciprocal Compensation,the Parties
agree as follows:for Fremont,the origination or termination point of a call shall be the end office that serves,respectively,the calling or
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called party;for Nextel Partners,the origination or termination point of a call shall be the cell site/base station that serves,respectively,the
calling or called party at the time the call begins.
52.1.4 Conversation Time
For purposes of billing compensation for the interchange of Local Telecommunications Traf5c,billed minutes will be based upon
conversation time.Conversation time will be determined from actual usage recordings.Conversation time begins when the terminating
Party's network receives answer supervision and ends when the terminating Party's network receives disconnect supervision.
53.0 Charges
53.1 Late Charges
Late Charges will be applied as specified in the General Terms and Conditions,Section 8.0 et al.
53.2 Access Charges
53.2.1 When Applicable
Nextel Partners shall pay Fremont Switched Access charges (including Fremont Common Line,Local Switching and Transport)for any
and all traffic which crosses an MTA boundary (as defined at the beginning of the call by the location of the cell site/base station at which
the call originates or terminates and the Fremont end user's serving wire center at which the call originates or terminates).
If traffic is handed from Fremont directly to an IXC,from Nextel Partners to an IXC via equal access trunks,or from an IXC directly to
Fremont,access charges shall not apply to Nextel Partners.
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 be billed interstate access charges.Nextel Partners agrees to conduct a traffic study when systems allow and make the results available to
Fremont to ensure the Parties are using an accurate InterMTA factor.The traffic study and any audit of the traffic study,will be limited to
traffic which traverses Type 1,Type 2A or Type 2B interconnections between Nextel Partners and Fremont.
Examples
Following are two examples of traffic for which Nextel Partners shall be required to pay access charges.They are examples only and in no
way shall be deemed limiting or exhaustive of the applicability of access charges under this Agreement.
53.2.3.1 When a Fremont end user calls a Nextel Partners end user (a land to mobile call),Fremont delivers the call to Nextel Partners,and
Nextel Partners transports the call across MTA boundaries (either directly or through an IXC)access charges shall apply to Nextel Partners
("Originating Access").
53.2.3.2 When a Nextel Partners end user calls a Fremont end user (a mobile to land call),the call crosses MTA boundaries,and Nextel
Partners transports the call across MTA boundaries,access charges shall apply to Nextel Partners ("Terminating Access").
53.2.3.3 Jointly ProvidedSwitched Access
When the Parties jointlyprovideswitched access services to an Interexchange Carrier("IXC")the Parties will establish industry
standard Meet Point Billing arrangements to support the exchange of traffic with the IXC.Pursuant to the procedures described in the
most current MECAB /MECOD guidelines,the Parties shall provideto each other the Switched Access Detail Usage Data and the
Switched Access Summary Usage Data to bill the IXC forjointlyprovidedswitched access service,such as switched access Feature
Groups B and D.The Parties agree to providethis data to each other at no charge.Such exchange of data shall commence on the
EffectiveDate of this Agreement.
53.3 Miscellaneous Charges
In addition to any other charges specified in this Agreement,the followingcharges 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
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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 providingParty's facilities between Nextel
Partners 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 theprovidingParty'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.
60.0 Pricing
Mobile-to-Land Minutes of Use
Indirect terminating charges
Land-to-Mobile
Indirect terminating charges .03
Shared F2cilities
Mobile to Land 80
Land to Mobile 20
Transiting Charge $0.002
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION,WHICH MAY BE ENFORCED BY THEPARTIES.
InterMTA Traffic:percentage of local usage will be one hundred percent (100%).This is an interim percentage acknowledged by Nextel
Partners and Fremont.This percentage is subject to review and revision based upon informationfrom the Parties.
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IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as the dates listed below.
NPCR,Inc.d/b/a Nextel Partners
David Thaler
Print Name
Sign Name
Vice President
Position/Title
Date
N OM
Position/Tide
Date
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Attachment 1:Points of Interconnection
Qwest Idaho Falls Tandem
St.Anthony End Office
Ashton End Office
Teton End Office
Island Park End Office
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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 construed 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 by the 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.
"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,FCC Rules.
"Commission"or "PUC"or "PSC"means the state administrative agency to which the United States Congress or state legislature has
delegated authority to 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 providedeither under this Agreement,or separate contract used to connect Carrier's
network and Fremont network for the purposes of interchanging traffic.
"Conversation Time"means the time (in full second increments)that both Parties'equipment is used for a call,measured from 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 OfEce"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 term in the Act.
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"Incumbent Local Exchange Carrier"has the meaning given the term in the Act.
"Interconnection"has the meaning given the term in the Act and refers to the connection of separate pieces of equipment,facilities,or
platforms between or within networks for the purpose of transmission and routing of Telephone Exchange Service traffic and Exchange
Access traffic.
"Interconnection Point"or "IP"means the physical point on the network where the two Parties interconnect.The IP is the demarcation point
between ownership of the transmission facility.
"Interexchange Carrier"or "IXC"means a carrier other than a CMRS provideror a LEC that provides,directly or indirectly,InterLATAand/or IntraLata for-hiretelecommunications service.
"InterLATA"has the meaning given the term in the Act.
"InterMTA Traffic"means all calls that originate in one MTA 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 Transport 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 certification (e.g.,a Certificate of Authorization
or Service Provider Certificate of Authorization).
"Local Telecommunications Traffic",for the application of reciprocal compensation,means telecommunications traffic between a LEC
and a CMRS providerthat,at the beginning of the call,origmates and terminates within the same Major Trading Area ("MTA"),as defined
in 47 CFR Section 24.202(A).The origination point and termination point on Fremont network shall be the end office serving the calling
or called party.The origination point and the terminating point on Cartier's network shall be originating or terminating cell site which
services the calling or called party.
"Mobile Switching Center"or "MSC"means a Carrier's facilities &related equipment used to route,transport &switch Wireless Calls to
and from the public switched telephone network.
"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-digit telephone number within the NANP.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 any technically feasible point of demarcation where the exchange of Local
Telecommunications Traffic between two carriers takes place.
"Reciprocal Compensation"means the arrangement between two carriers in which each of the two carriers receives compensation from the
other carrier for the transport and termination on each carrier's network of Local Telecommunications Traffic that originates on thenetworkoftheothercarrier.
"Service Area"means the geographic area,e.g.,Major Trading Area,Basic Trading Area,Metropolitan Service Area,Geographic Service
Area,and Rural Service Area,served by the cellular system within which Carrier is licensed to provideservice.
"Signaling System 7"or "SST"means a signaling protocol used by the CCS network.
"Signaling Transfer Point"or "STP"means the pointwhere a party interconnects,either directly or through-facilities provided by Fremont,
or a Third Party Provider with the CCS/557 network.
"Sychronous Optical Network"or "SONET"means an optical interface standard that allows inter-networking of transmission products
from multiple vendors.
"Tandem"means the following:
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"Access Tandem"means a switching system that provides a concentration and distribution function for origmating or terminating trafficbetweenendoffices,other tandems and Third PartyProviders.
"Local Tandem"means a switching system that provides a concentration and distribution function for originating and terminating trafficbetweenthewirelessMSC'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"and "Telecommunications"has the meanings given in the Act.
"Telecommunications Carrier"has the meanings given in the Act.
"Termination"means the switching of Local Telecommunications Traffic at the terminating carrier's end office switch,or equivalentfacility,and deliveryof such traffic to the called party.
"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,Interexchangecarriers,independent telephone companies,competitive local exchange carriers,or CMRS providers.The term shall not mean resellers of aLEC'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 thisAgreement,carned 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 Telecommunications Traffic subject to Section 251 (b)(5)of the Act from the interconnection pointbetween two carriers to the terminating carrier's end office switch that directly serves the calledparty,or equivalent facility providedby Third Party Provider.
"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 anotherswitchingentity,for example another Fremont to Carrier switch.Trunk Side connections offer those transmission and signaling featuresappropriatefortheconnectionsofswitchingentities.
"V and H Coordinates Method"means the computing of airline miles between two points utilizing an established formula which is basedontheverticalandhorizontalcoordinatesofthetwopointsusedintheratingofcalls.
"Wireless Calls"for the application of reciprocal compensation,means all calls originating from or terminating to the Cartier's network.
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