20070509Application.pdf

Conley E. Ward (ISB No. 1683)
Michael C. Creamer (ISB No. 4030)
GIVENS PURSLEY LLP
601 West Bannock Street
O. Box 2720
Boise, Idaho 83701-2720
Office: [phone]
Fax: [phone]
www.givenspursley.com
Attorneys for Fremont Telcom Co.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No.F~E -t-o'7-0L
APPLICATION FOR APPROVAL OF
NEGOTIATED AGREEMENT BETWEEN
FREMONT TELCOM CO. AND VERIZON
WIRELESS
ApPLICATION FOR ApPROVAL OF
NEGOTIATED AGREEMENT
Fremont Telcom Co. ("Fremont"), through its attorneys Givens Pursley LLP
hereby files this Application for Approval of Negotiated Agreement ("Agreement") between
Fremont and Idaho 6-Clark Limited Partnership d/b/a Verizon Wireless and Verizon Wireless
(V A W) LLC d/b/a Verizon Wireless ("Verizon ). A copy of the Agreement is submitted
herewith.
This Agreement was reached through voluntary negotiations between Fremont
and Verizon and is submitted for Commission review and approval pursuant to Section 252( e) of
the Telecommunications Act of 1996.
Section 252(e)(2) ofthe Telecommunications Act of 1996 directs that a state
Commission may reject an agreement reached through voluntary negotiations if the Commission
finds that: the agreement discriminates against a telecommunications carrier not a party to the
ApPLICATION FOR ApPROVAL OF NEGOTIATED AGREEMENT
S:ICLlENTSIS703ISlApplication for ApprovaLDOC
Page 1 of 4
agreement; or the implementation of the agreement is not consistent with the public interest
convenience and necessity.
Fremont respectfully submits that the Agreement does not discriminate and is
consistent the public interest, and, therefore requests that the Commission approve this
Agreement expeditiously. Approval ofthis Agreement will enable the parties to implement the
Agreement and provide their respective customers with increased local telecommunications
services choices.
The designated representative of each Party, for purposes of responding to
inquiries in this matter is:
For Fremont Telcom Co.
Robin Tuttle, Assistant General Counsel, Regulatory Affairs
FairPoint Communications, Inc.
521 East Morehead Street, Suite 250
Charlotte, NC 28202
With copy to:
Conley E. Ward
Michael C. Creamer
Givens Pursley LLP
601 W. Bannock Street
O. Box 2720
Boise, ID 83701-2720
For Verizon Wireless:
Verizon Wireless
Attn: Director, Wireline Interconnection
One Verizon Place
Alpharetta, GA 30004
With copy to:
Verizon Wireless
Attn: Regulatory Counsel, Interconnection
1300 I Street, NW Suite 400
Washington, DC 20005
ApPLICATION FOR ApPROVAL OF NEGOTIATED AGREEMENT
S:ICLlENTSIS703ISlApplicalion for ApprovaLDOC
Page 2 of 4
This Agreement does not affect the rights of non-parties and expeditious approval
would further the public interest. Therefore, Fremont requests that the Commission approve this
Agreement without a hearing.
DATED this 8th day of May 2007.
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Attorneys for Fremont Telcom Co.
ApPLICATION FOR ApPROVAL OF NEGOTIATED AGREEMENT
S:\CLlENTS\5703\5\Applicalion for ApprovaLDOC
Page 3 of 4
CERTIFICATE OF SERVICE
I hereby certify that on this 8th day of May 2007 , I served a true and correct copy of the
foregoing by delivering it to the following individuals by the method indicated below, addressed
as stated.
Verizon Wireless
Attn: Regulatory Counsel , Interconnection
1300 I Street, NW Suite 400
Washington, DC 2005
S. Mail
Facsimile
Overnight Mail
Hand Delivery
E-mail
u.S. Mail
Facsimile
Overnight Mail
Hand Delivery
E-mail
u.S. Mail
Facsimile
Overnight Mail
Hand Delivery
E-mail
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
O. Box 83720
Boise, ID 83720-0074
Verizon Wireless
Attn: Director, Wireline Interconnection
One Verizon Place
Alpharetta, GA 30004
V/JcJr/f
Michael C. Creamer
ApPLICATION FOR ApPROVAL OF NEGOTIATED AGREEMENT
S:\CLlENTS\5703\5\Applicalion for ApprovaLDOC
Page 4 of 4
TRAFFIC EXCHANGE AGREEMENT
BETWEEN
FREMONT TELCOM CO.
AND
VERIZON WIRELESS
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
ll.
Final
TABLE OF CONTENTS
Article I1. Introduction2. Recitals
Article II1. Defmitions2. Interpretation and Construction3. Scope4. Service Agreement5. Compensation6. Notice of Changes7. General Responsibilities8. Term and Termination9. Cancellation Charges
10. Non-Severability11. Indemnification12. Limitation of Liability13. Disclaimer14. Regulatory Approval15. Change In Law
16. Most Favored Nation Provision17. Dispute Resolution18. Miscellaneous19. Attachments:
A. Licensee and Market Names
B. Reserved For Future Use
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
II.
Final
Article I
INTRODUCTION
This traffic exchange and compensation agreement ("Agreement") is effective as
of the 1 st day of October 2006 (the "Effective Date ), by and between Fremont Telcom
Co. ("Fremont") with offices at 110 East Main Street, St. Anthony, ID 83445 and the
Verizon Wireless entities listed on the signature page of this Agreement and on
Attachment A, individually and collectively doing business as Verizon Wireless
(collectively "VZW") with an office and principal place of business at One V erizon Way,
Basking Ridge, NJ 07920.
RECITALS
WHEREAS, Fremont is an incumbent Local Exchange Carrier in the State of
Idaho;
WHEREAS, VZW is a Commercial Mobile Radio Service provider of two-way
mobile communications services operating within the State of Idaho;
WHEREAS, The Parties acknowledge that Fremont is entitled to maintain that it
is a rural telephone company (as defined in 47 D.C. 153) as provided by 47
251(f). By entering into this Agreement, Fremont is not waiving its right
to maintain that it is a rural telephone company and its right to maintain that it is
exempt from ~ 251(c) under 47 D.c. 251 (f) of the Act;
WHEREAS, Fremont and VZW exchange calls between their networks and wish
to establish traffic exchange and compensation arrangements for exchanging
traffic as specified below;
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Fremont and VZW hereby agree as follows:
Article n
DEFINITIONS
Special meanings are given to common words in the telecommunications
industry, and coined words and acronyms are common in the custom and usage in the
industry. Words used in this contract are to be understood according to the custom and
usage of the telecommunications industry, as an exception to the general rule of contract
interpretation that words are to be understood in their ordinary and popular sense.
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
addition to this rule of interpretation, the following terms used in this Agreement shall
have the meanings as specified below:
Final
1.1 Act" means the Communications Act of 1934, as amended.
1.2 As Defined in the Act", means as specifically defined by the Act, as may be
interpreted from time to time by the FCC , the Commission, Idaho state courts, or
federal courts.
1.3 As Described in the Act" means as described in or required by the Act, as may
be interpreted from time to time by the FCC, the Commission, Idaho state courts
or federal courts.
1.4 Affiliate" means a person that (directly or indirectly) owns or controls, is owned
or controlled by, or is under common ownership or control with, another person.
For purposes of this paragraph, the term "own" means to own an equity interest
(or the equivalent thereof) of more than ten (10) percent.
1.5 Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
(a) "End Office Switch" is a switch in which the subscriber station loops are
terminated for connection to either lines or trunks. The subscriber receives
terminating, switching, signaling, transmission, and related functions for a defined
geographic area by means of an End Office Switch.
(b) "Remote End Office Switch" is a switch in which the subscriber station
loops are terminated. The control equipment providing terminating, switching,
signaling, transmission, and related functions would reside in a host office. Local
switching capabilities may be resident in a Remote End Office Switch.
(c) "Host Office Switch" is a switch with centralized control over the
functions of one or more Remote End Office Switches. A Host Office Switch can
serve as an end office as well as providing services to other remote end offices
requiring terminating, signaling, transmission, and related functions including
local switching.
(d) "Tandem Office Switch" is a switching system that establishes trunk-to-
trunk connections. Local tandems switch calls from one end office to another
within the same geographic area, and access tandems switch traffic from host or
end offices to and from an Interexchange Carrier. A Tandem Office Switch can
provide host office or end office switching functions as well as the tandem
functions.
1.6 Commercial Mobile Radio Services" or "CMRS" means a radio communication
service between mobile stations or receivers and land stations, or by mobile
V erizon Wireless Matter #71 0-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Final
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
stations communicating among themselves that is provided for profit and that
makes interconnected service available to the public or to such classes of eligible
users as to be effectively available to a substantial portion of the public. 47 CFR
20.
Commission" means the Idaho Public Utilities Commission.
Extended Area Service" or "EAS" is as defined and specified in Fremont's then
current General Subscriber Services Tariff.
Effective Date" means the date first above written.
FCC" means the Federal Communications Commission.
Interconnection" for purposes of this Agreement is the linking of Fremont and
VZW networks for the exchange of telecommunications traffic described in this
Agreement.
Interexchange Carrier" or "IXC" means a carrier, other than a CMRS carrier
that provides or carries, directly or indirectly, InterLA T A Service or IntraLA T
Toll Traffic.
lnterLA T A Service" means telecommunications between a point located in a
local access and transport area and a point located outside such area.
lntraLA T A Toll Traffic " means those station calls that originate and terminate
within the same local access and transport area and that are carried outside
Fremont's Local Service Area.
Local Access and Transport Area" or "LATA" means a contiguous geographic
area:
(a) Established before February 8, 1996, by a Bell operating company such
that no exchange area includes points within more than 1 metropolitan statistical
area, consolidated metropolitan statistical area, or State, except as expressly
permitted under the AT&T Consent Decree; or
(b) Established or modified by a Bell operating company after February 8
1996, and approved by the FCC.
Local Service Area" means, for VZW, Major Trading Area Number 36 (Salt
Lake City) and for Fremont, its local calling area contained in Fremont's then
current General Subscriber Services Tariff.
Local Traffic" is defined for all purposes under this Agreement as Local Service
Area traffic that is originated by a customer of one Party on that Party's network
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Final
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
and terminates to a customer of the other Party on the other Party's network
within the same Major Trading Area (MT A). Local Traffic may be handled
pursuant to an approved interconnection agreement between the originating Party
and a carrier which performs only a contractual transiting function for the
originating Party in lieu of a direct connection between the Parties, provided that
the service provided by VZW is a two-way mobile service. For purposes of
determining originating and terminating points, the originating or terminating
point for Fremont shall be the end office serving the calling or called party, and
for VZW shall be the originating or terminating cell site location which services
the calling or called party at the beginning of the call.
Local Exchange Carrier" or "LEC" means any person that is engaged in the
provision of telephone exchange service or exchange access. Such term does not
include a person insofar as such person is engaged in the provision of a
commercial mobile service under ~ 332(c) of the Act, except to the extent that the
Federal Communications Commission finds that such service should be included
in the definition of such term. 47 US.c. ~ 153(26).
Major Trading Area" or "MT A" means the Major Trading Area designated by
the FCC which is the service area based on the Rand McNally 1992 Commercial
Atlas & Marketing Guide, 123rd edition, at pages 38-, as further specified or
modified by 47 C.R. ~ 24.202(a) or other applicable law.
Mobile Station" means a radio-communication station capable of being moved
and which ordinarily does move. 47 D.c. ~ 153(28)
Non-Local Traffic" means all traffic that is not Local Traffic as defined in ~ 1.17
hereof and includes IntraLA T A Toll Traffic.
NP A" or the "Number Plan Area" also referred to as an "area code" refers to the
three-digit cod~ which precedes the NXX in a dialing sequence and identifies the
general calling area within the North American Numbering Plan scope to which a
call is routed to (i., NPAINXX-XXXX).
NXX" means the three-digit code, which appears as the first three digits of a
seven-digit telephone number within a valid NP A or area code.
Party" means either Fremont or VZW, and "Parties" means Fremont and VZW.
Point of Interconnection" or "POI" means the mutually agreed upon point
between the Parties' respective networks where an originating Party's traffic is
deemed to be handed off to the terminating Party's network.
Rate Center" means the specific geographic point and corresponding geographic
area that is associated with one or more NP A-NXX codes that have been assigned
to an incumbent LEC for its provision of exchange services.
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Final
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
Reciprocal Compensation" means an arrangement between two carriers in which
each receives the same compensation rate from the other carrier for the transport
and termination on each carrier s network of Local Traffic, as defined in ~ 1.
above that originates on the network facilities of the other carrier.
Compensation, regardless of the Party that receives is symmetrical.
Telecommunications" means the transmission, between or among points
specified by the user, of information of the user s choosing, without change in the
form or content of the information as sent and received. 47 U.C. ~ 153(43)
Telecommunications Act" means the Communications Act of 1934, as amended.
Telecommunications Carrier" means any provider of telecommunications
services except that such term does not include aggregators of
telecommunications services (as defined in 47 U.C. ~ 226(a)(2)). A
Telecommunications Carrier shall be treated as a common carrier under this
chapter only to the extent that it is engaged in providing telecommunications
services, except that the Federal Communications Commission shall determine
whether the provision of fixed and mobile satellite service shall be treated as
common carriage. 47 U.e. ~ 153(44)
Telecommunications Services" means the offering of Telecommunications for a
fee directly to the public, or to such classes of users as to be effectively available
directly to the public, regardless of the facilities used.
Termination" means the switching of Local Traffic at the terminating carrier
end office switch, or equivalent facility, and delivery of such traffic to the called
Party's premises or mobile handset.
Transiting Traffic is traffic that originates from one provider s network
transits" one or more other provider s network substantially unchanged, and
terminates to yet another provider s network.
Transport" means the transmission and any necessary tandem switching of Local
Traffic subject to ~ 251 (b )(5) of the Act from the Point of Interconnection
between the two carriers to the terminating carrier s End Office Switch that
directly serves the called party, or equivalent facility provided by a carrier other
than an incumbent LEe.
Type 1 Service" often referred to as a line-side trunk connection, is a service that
involves interconnection to a telephone company end office. A Type 1 Service is
offered in connection with the provision of telephone numbers hosted by a
Fremont switch. If available and economically feasible, SS7 functionality will be
used.
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
1.36 Type 2 Service" often referred to as a trunk side connection, is a service that
involves interconnection to a telephone company end office (Type 2-B) or tandem
(Type 2-A).
INTERPRETATION AND CONSTRUCTION
All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless the
context shall otherwise require. The headings of the Sections and the terms are inserted
for convenience of reference only and are not intended to be a part of or to affect the
meaning of this Agreement. Unless the context shall otherwise require, any reference to
any agreement, other instrument or other third party offering, guide or practice, statute
regulation, rule or tariff is for convenience of reference only and is not intended to be a
part of or to affect the meaning of a rule or tariff as amended and supplemented from
time-to-time (and, in the case of a statute, regulation, rule or tariff, to any successor
provision).
SCOPE
This Agreement is intended inter alia to describe and enable specific traffic
exchange and Reciprocal Compensation arrangements between the Parties. This
Agreement does not obligate either Party to provide arrangements not specifically
provided for herein.
3.2 This Agreement sets forth the terms, conditions, and rates under which the Parties
agree to interconnect the CMRS network of VZW and the ILEC network of Fremont for
purposes of exchanging Local Service Area traffic, provided that the service provided by
VZW to its customer is a two-way mobile service as defined in 47 U.c. ~ 153(27).
This Agreement does not cover VZW one-way paging service traffic or fixed wireless.
VZW does not currently provide fixed wireless services in F,remont's Local Service Area.
VZW agrees that it will provide Fremont prior notice of its intent to launch fixed wireless
services in Fremont's Local Service Area. Upon Fremont's receipt of such notice, the
Parties agree to negotiate an appropriate agreement or an Amendment to this Agreement
which will address the exchange of such traffic.
3.3 This Agreement relates to exchange of traffic between Fremont and VZW. VZW
represents that it is a CMRS provider of telecommunications services to subscribers in
MTA No. 36 (Salt Lake City). Additions or changes to VZW's NPA/NXXs will be as
listed in Telcordia s Local Exchange Routing Guide ("LERG") under Operating
Company Number ("DCN") 6565 in Idaho.
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
3.4 This Agreement is limited to Fremont end user customers' traffic for which
Fremont has tariff authority to carry. Fremont's NPAINXX(s) are listed in the LERG
under OCN 2222.
Any amendment, modification, or supplement to this Agreement must be in
writing and signed by an authorized representative of each Party.
SERVICE AGREEMENT
Description of Arrangements This Agreement provides for the following
interconnection and arrangements between the networks of Fremont and VZW.
Additional arrangements that may be agreed to in the future will be delineated in
Attachment B to this Agreement. An NPAlNXX assigned to VZW shall be treated as
Local Service Area traffic and included in any EAS calling scope, or similar program, to
the same extent as any other incumbent LEC's NPAINXX in the same rate center
provided that VZW assigns numbers from such NP AINXX to customers within the Local
Service Area of Fremont and VZW has network facilities to serve such customers.
Indirect Interconnection:In an effort to reach an agreement, the Parties have
reached the following compromise in the context of this Agreement. It is VZW'
position that the volume of traffic should determine the need for the establishment of a
direct interconnection. It is Fremont's position that a direct connection is required for
routing landline-to-wireless Local Traffic. As a compromise, and in exchange for certain
other considerations provided for in this Agreement, the Parties agree to interconnect
their networks indirectly via a third party LEC ("Third Party Tandem Provider ) in order
to exchange Local Traffic, and that the originating Party is responsible for any transit fees
imposed by the Third Party Tandem Provider. The Parties agree that this compromise
will in no way prejudice any position either Party may take regarding financial
responsibility for charges by Third Party Tandem Providers with respect to future
agreements or regulatory or legislative proceedings.
This arrangement for indirect interconnection will be subject to renegotiation if by
change of law or for any other reason the Third Party Tandem Provider no longer offers
the transiting service.
4.2 Direct Interconnection : Where the total Local Traffic exchanged between VZW
and Fremont's specific Tandem Office Switch or specific End Office Switch exceeds
500 000 mobile-to-Iand minutes of use per month for three consecutive months, VZW
and Fremont shall work cooperatively to implement direct interconnection arrangements
and to amend this Agreement, as required. VZW may also request an amendment to
establish a direct . interconnection regardless of the volume of traffic exchanged. For
direct interconnection, the POI shall be at any technically feasible point on Fremont's
network, including points on Fremont's network , if any, that extend beyond Fremont's
service area boundary.
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
COMPENSATION
5.1 Traffic Subject to Reciprocal Compensation.
Reciprocal Compensation is applicable for Transport and Termination of Local
Traffic as defined in ~ 1.17 and is related to the exchange of traffic described in ~ 4 and
in Attachment B, as applicable. For the purposes of biBing compensation for Local
Traffic, biBed minutes will be based upon actual usage recorded and/or records/reports
provided by the transiting carrier. Measured usage begins when the terminating
recording switch receives answer supervision from the called end-user and ends when the
terminating recording switch receives or sends disconnect (release message) supervision
whichever occurs first. The measured usage is aggregated at the end of the measurement
cycle and rounded to a whole minute. Billing for Local Traffic shall be based on the
aggregated measured usage less traffic recorded as local that is deemed Non-Local
Traffic based on the default factor provided in ~ 5.4.3.
The rate for Reciprocal Compensation shall be $0.0175 per minute.
The Parties agree to bill each other for Local Traffic as described in this
Agreement unless the Local Traffic exchanged between the Parties is balanced and falls
within an agreed upon threshold ("Traffic Balance Threshold"). The Parties agree that
for purposes of this Agreement, the Traffic Balance Threshold is reached when the Local
Traffic exchanged, both directly and indirectly, falls between 55% / 45% in either the
wireless-to-Iandline or landline-to-wireless direction. When the actual usage data for
three (3) consecutive months indicates that the Local Traffic exchanged, both directly and
indirectly, falls within the Traffic Balance Threshold, then either Party may provide the
other Party a written request, along with verifiable information supporting such request
to eliminate billing for Reciprocal Compensation per minute. Upon written consent by
the Party receiving the request, which shall not be withheld unreasonably, there will be
no billing for Reciprocal Compensation on a going forward basis unless otherwise agreed
to by both Parties, in writing. The Parties' agreement to eliminate billing for Reciprocal
Compensation carries with it the precondition regarding the Traffic Balance Threshold
discussed above. As such, the two points have been negotiated as one interrelated term
containing specific rates and conditions, which are non-separable for purposes of ~ 16,
hereof.
5.2 Traffic Subject to Switched Access Compensation.
Access charges apply to all Non-Local Traffic originated on VZW's network and
delivered to Fremont for termination to its customers as described in ~ 4 and Attachment
, as applicable. VZW shall compensate Fremont at Fremont's applicable access tariff
rates for all VZW-originated Non-Local Traffic only to the extent that such VZW-
originated Non-Local Traffic is not handed off to an Interexchange Carrier for delivery to
Fremont.
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Calculation of Payments and Billing
3.1 VZW will compensate Fremont for Local and Non-Local Traffic delivered to
Fremont for termination to its customers, as prescribed and at the rates provided
in ~~ 5.1 and 5.2. Fremont will compensate VZW for Local Traffic originated by
Fremont customers on Fremont's network and delivered to VZW, for termination
to its customers, as prescribed in ~ 4 and at the rate provided in ~ 5.
3.2 VZW shall prepare a monthly billing statement to Fremont, reflecting the
calculation of Reciprocal Compensation due VZW. Fremont shall prepare a
monthly billing statement to VZW, which will separately reflect the calculation of
Reciprocal Compensation Switched Access Compensation and total
compensation due Fremont. Billing shall be based on actual measured usage
when available. To the extent VZW does not have the capability to bill based on
actual measured usage, Fremont may provide the actual measured usage for use
by VZW. If actual measured usage is not available, the Parties agree that usage
from the third-party transit provider may be used for billing. Alternatively, if
VZW does not measure or cannot obtain the landline-to-wireless usage data from
Fremont or from the third-party transit provider, then VZW may bill using a
factor that is based on each Party's proportion of originating Local Traffic to total
Local Traffic exchanged between the Parties. This estimated percentage is
referred to as the Traffic Factor and is listed below. The Parties agree to review
the Traffic Factor on a periodic basis and, if warranted by the actual usage, revise
the Traffic Factor appropriately.
Landline-to- Wireless 30%
Wireless-to- Landline 70%
Fremont will prepare its bill in accordance with its existing CABS / SECABS
billing systems. VZW will prepare its bill in accordance with its existing process
for billing Reciprocal Compensation. The Parties will make an effort to conform
to current and future OBF (CABS BaS) standards, insofar as is reasonable. In
addition, the Parties will abide by all signaling standards as described in ~ 7.
5.3.4 Recognizing that Fremont has no way of measuring Non-Local Traffic, and in the
event that VZW does not track the usage information required to identify the
Non-Local Traffic originated or terminated by Fremont, both Parties agree to use
a default factor of 0% as an estimate of Non-Local Traffic. The actual recorded
usage shall be the basis for billing, when available and verifiable.
Each party may request to inspect, during normal business hours, the records
which are the basis for any monthly bill issued by the other Party and to request
copies thereof provided that the requested records do not exceed 12 months in age
from the date the monthly bill containing said record information was issued.
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
NOTICE OF CHANGES
If a Party contemplates a change in its network, which it believes will materially
affect the inter-operability of its network with the other Party, the Party making the
change shall provide at least ninety (90) days advance written notice of such change to
the other Party, provided, however, that this provision shall not apply to changes
necessitated by emergencies or other circumstances outside the control of the party
modifying its network.
GENERAL RESPONSmILITIES OF THE PARTIES
Each Party is individually responsible to provide facilities within its network
which are necessary for routing, transporting and, consistent with 9 5, measuring and
billing traffic from the other Party's network and for delivering such traffic to the other
Party's network in an acceptable industry standard format, and to terminate the traffic it
receives in that acceptable industry standard format to the proper address on its network.
The Parties are each solely responsible for participation in and compliance with national
network plans, including The National Network Security Plan and The Emergency
Preparedness Plan. Neither Party shall use any service related to or use any of the
Services provided in this Agreement in any manner that prevents other persons from
using their service or destroys the normal quality of service to other carriers or to either
Party's customers, and subject to notice and a reasonable opportunity of the offending
Party to cure any violation, either Party may discontinue or refuse service if the other
Party violates this provision.
Each Party is solely responsible for the services it provides to its customers and to
other Telecommunications Carriers.
Each Party is responsible for managing NXX codes assigned to it.
7.4 Each Party is responsible for obtaining Local Exchange Routing Guide ("LERG"
listings of the Common Language Location Identifier ("CLLI") assigned to its switches.
Each Party agrees to adhere to the blocking requirements for interconnection
(P.Ol) as provided in Telcordia documentation GR145 - Core Compatibility for
Interconnection of a Wireless Services Provider and a Local Exchange Company
Network.
SS7 Out of Band Signaling (CCS/SS7) shall be the signaling of choice for
interconnecting trunks where technically feasible for both Parties. Use of a third-party
provider of SS7 trunks for connecting VZW to the Fremont SS7 systems is permitted.
Such connections will meet generally accepted industry technical standards. Each Party
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
is responsible for its own SS7 signaling and therefore, neither Party will bill the other
SS7 signaling charges.
Each Party shall be responsible for its own independent connections to the
91l/E911 network.
All originating traffic shall contain basic call information within the Initial
Address Message (lAM) such as the calling number, charged number, Generic Address
Parameter Ported Dialed Number (GAPPDN), Translated Called Number Indicator of
Forward Call Indicators (FCI Bit-M) either the Jurisdictional Information Parameter (lIP)
or the Originating Location Routing Number (LRN), and the carrier identification code
(CIC) when applicable. The JlP or Originating LRN must be unique to the Mobile
Switching Center (MSC). Altering of data parameters within the lAM shall not
permitted.
TERM AND TERMINATION
8.1 Subject to the provisions of g 14, the initial term of this Agreement shall be for a
two-year term ("Term ), which shall commence on the Effective Date. This Agreement
shall automatically renew for successive month-to-month periods, unless not less than
sixty (60) days prior to the end of the Term or any renewal term, either Party notifies the
other Party of its intent to renegotiate a new agreement. In the event of such
renegotiations, this Agreement shall remain in effect until such time that a new agreement
becomes effective.
8.2 The Parties agree that disputed and undisputed amounts due under this Agreement
shall be handled as follows:
1 If any portion of an amount due to a Party (the "Billing Party") under this
Agreement is subject to a bona fide dispute between the Parties, the Party billed
(the "Non-Paying Party") shall, within thirty (30) days of its receipt of the invoice
containing such disputed amount, give written notice to the Billing Party of the
amounts it disputes ("Disputed Amounts ) and include in such notice the specific
details and reasons for disputing each item. The Non-Paying Party shall pay
when due all undisputed amounts to the Billing Party. The Parties will work
together in good faith to resolve issues relating to the disputed amounts. If the
dispute is resolved such that payment of the disputed amount is required, whether
for the original full amount or for the settlement amount, the Non-Paying Party
shall pay the full disputed or settlement amounts with interest at the lesser of (i)
one and one-half percent (1 Yz%) per month or (ii) the highest rate of interest that
may be charged under Idaho applicable law. In addition, the Billing Party may
initiate a complaint proceeding with the appropriate regulatory or judicial entity,
if unpaid undisputed amounts become more than ninety (90) days past due
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Traffic Exchange Agreement between Fremont and VZW
provided the Billing Party gives an additional thirty (30) days notice and
opportunity to cure the default.
2 Any undisputed amounts not paid when due shall accrue interest from the
date such amounts were due at the lesser of (i) one and one-half percent (1 !h%)
per month or (ii) the highest rate of interest that may be charged under Idaho
applicable law.
8.2.3 Undisputed amounts shall be paid within thirty (30) days of receipt of
invoice from the Billing Party.
Upon termination or expiration of this Agreement in accordance with this Section:
(a) Each Party shall comply immediately with its obligations as set forth
above;
(b) Each Party shall promptly pay all amounts (including any late payment
charges) owed under this Agreement;
(c) Each Party's indemnification obligations shall survIve termination or
expiration of this Agreement.
8.4 All invoices under this Agreement shall be sent to:
Verizon Wireless Fremont Telcom Co.
Damian Talamantez 908 West Frontview Street
Verizon Wireless o. Box 199
15505 Sand Canyon Ave., Bldg D-Dodge City, KS 67801-0199
Irvine, CA 92618
949-286-7442 Attn: Kav Estes
Either Party may terminate this Agreement in whole or in part in the event of a
default of the other Party, provided, however, that the non-defaulting Party notifies the
defaulting Party in writing of the alleged default and the defaulting Party does not
implement mutually acceptable steps to remedy such alleged default within thirty (30)
days after receipt of written notice thereof.
CANCELLATION CHARGES
Except as provided herein, no cancellation charges shall apply.
10.NON-SEVERABILITY
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Traffic Exchange Agreement between Fremont and VZW
10.The services, arrangements, terms and conditions of this Agreement were
mutually negotiated by the Parties as a total arrangement and are intended to be non-
severable.
10.2 VZW recognizes that Fremont may at some time provision facilities in order to
support exchange of traffic under this Agreement, and agrees that compensation for
establishing and provisioning these facilities is non-severable from provisioning of such
facilities.
11.INn E:MNIFI CA TI 0 N
11.Each Party (the "Indemnifying Party") shall indemnify and hold harmless the
other Party ("Indemnified Party") from and against loss, cost, claim liability, damage, and
expense (including reasonable attorney s fees) to customers and other third parties for:
(1 ) damage to tangible personal property or for personal injury proximately
caused by the negligence or willful misconduct of the Indemnifying Party, its
employees, agents or contractors;
(2) claims for libel, slander, or infringement of copyright arising from the
material transmitted over the Indemnified Party's facilities arising from the
Indemnifying Party's own communications or the communications of such
Indemnifying Party's customers; and
(3) claims for infringement of patents arising from combining the Indemnified
Party's facilities or services with, or the using of the Indemnified Party s services
or facilities in connection with, facilities of the Indemnifying Party.
Notwithstanding this indemnification provision or any other provision in the
Agreement, neither Party, nor its parent, subsidiaries, affiliates, agents, servants, or
employees, shall be liable to the other for Consequential Damages (as defined in ~ 12.3).
11.2 The Indemnified Party will notify the Indemnifying Party promptly in writing of
any claims, lawsuits, or demands by customers or other third parties for which the
Indemnified Party alleges that the Indemnifying Party is responsible under this Section
and, if requested by the Indemnifying Party, will tender the defense of such claim
lawsuit or demand.
(1) In the event the Indemnifying Party does not promptly assume
diligently pursue the defense of the tendered action, then the Indemnified Party
may proceed to defend or settle said action and the Indemnifying Party shall hold
harmless the Indemnified Party from any loss, cost liability, damage and expense.
Final Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
(2) In the event the Party otherwise entitled to indemnification from the other
elects to decline such indemnification, then the Party making such an election
may, at its own expense, assume defense and settlement of the claim, lawsuit or
demand.
(3) The Parties will cooperate in every reasonable manner with the defense or
settlement of any claim, demand, or lawsuit.
12.LIMITATION OF LIABll..ITY
12.1 No liability shall attach to either Party, its parents, subsidiaries, affiliates, agents
servants, employees, officers, directors, or partners for damages arising ITom errors
mistakes, omissions, interruptions, or delays in the course of establishing, furnishing,
rearranging, moving, terminating, changing, or providing or failing to provide services or
facilities (including the obtaining or furnishing of information with respect thereof or
with respect to users of the services or facilities) in the absence of gross negligence or
willful misconduct.
12.2 Except as otherwise provided in 9 11., no Party shall be liable to the other Party
for any loss, defect or equipment failure caused by the conduct of the first Party, its
agents, servants, contractors or others acting in aid or concert with that Party, except in
the case of gross negligence or willful misconduct.
12.In no event shall either Party have any liability whatsoever to the other Party for
any indirect, special, consequential, incidental or punitive damages, including but not
limited to loss of anticipated profits or revenue or other economic loss in connection with
or arising from anything said, omitted or done hereunder (collectively, "Consequential
Damages ), even if the other Party has been advised of the possibility of such damages.
13.DISCLAIMER
EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS
MERCHANTABll..ITY OR FITNESS FOR INTENDED OR PARTICULAR
PURPOSE WITH RESPECT TO SERVICES PROVIDED HEREUNDER.
ADDITIONALLY, NEITHER PARTY ASSUMES ANY RESPONSmll..ITY WITH
REGARD TO THE CORRECTNESS OF DATA OR INFORMATION SUPPLIED
BY THE OTHER PARTY WHEN THIS DATA OR INFORMATION IS
ACCESSED AND USED BY A THIRD-PARTY.
14.REGULATORY APPROVAL
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Traffic Exchange Agreement between Fremont and VZW
The Parties understand and agree that this Agreement will be filed with the
Commission, and to the extent required by FCC rules may thereafter be filed with the
FCC. Each Party covenants and agrees to fully support approval of this Agreement
the Commission or the FCC under ~ 252( e) of the Act without modification. The Parties
however, reserve the right to seek regulatory relief and otherwise seek redress from each
other regarding performance and implementation of this Agreement. In the event the
Commission or FCC rejects this Agreement in whole or in part, the Parties agree to meet
and negotiate in good faith to arrive at a mutually acceptable modification ofthe rejected
portiones). Further, this Agreement is subject to change, modification, or cancellation as
may be required by a regulatory authority or court in the exercise of its lawful
jurisdiction.
The Parties agree that their entrance into this Agreement is without prejudice to
any positions they may have taken previously, or may take in future, in any legislative
regulatory, judicial or other public forum addressing any matters, including matters
related to the same types of arrangements covered in this Agreement.
15.CHANGE IN LAW
The Parties acknowledge that the respective rights and obligations of each Party
as set fOJ1:h in this Agreement are based on the text of the Act and the rules and
regulations promulgated thereunder by the FCC and the Commission as of the Effective
Date ("Applicable Rules ). In the event of any amendment to the Act, any effective
legislative action or any effective regulatory or judicial order, rule, regulation, arbitration
award, dispute resolution procedures under this Agreement or other legal action
purporting to apply the provisions of the Act to the Parties or in which the FCC or the
Commission makes a generic determination that is generally applicable which revises
modifies or reverses the Applicable Rules (individually and collectively, Amended
Rules), either Party may, by providing written notice to the other party, require that the
affected provisions of this Agreement be renegotiated in good faith and this Agreement
shall be amended accordingly to reflect the pricing, terms and conditions of each such
Amended Rules relating to any of the provisions in this Agreement.
16.MOST FAVORED NATION PROVISION
In accordance with ~ 252(i) of the Act and 47 c.F.R. ~51.809, VZW shall be
entitled to adopt from Fremont any entire Interconnection/Compensation agreement
provided by Fremont to any other CMRS provider that has been filed and approved by
the Commission, for services described in such agreement, on the same terms and
conditions. The term of the adopted agreement shall expire on the same date as set forth
in the agreement that was adopted.
17.DISPUTE RESOLUTION
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Traffic Exchange Agreement between Fremont and VZW
Except as provided under 9 252 of the Act with respect to the approval of this Agreement
by the Commission, the Parties desire to resolve disputes arising out of or relating to this
Agreement without, to the extent possible, litigation. 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 following dispute resolution procedures with respect to any controversy
or claim arising out of or relating to this Agreement or its breach.
17.Informal Resolution of Disputes. At the written request of a Party, each Party will
appoint a knowledgeable, responsible representative, empowered to resolve such dispute
to meet and negotiate in good faith to resolve any dispute arising out of or relating to this
Agreement. The Parties intend that non-lawyer, business representatives conduct these
negotiations. The location, format, frequency, duration, and conclusion of these
discussions shall be left to the discretion of the representatives. Upon agreement, the
representatives may utilize other alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and correspondence among the
representatives for purposes of these negotiations shall be treated as Confidential
Information developed for purposes of settlement, exempt from discovery, and shall notbe admissible in the arbitration described below or in any lawsuit without the
concurrence of all Parties. Documents identified in or provided with such
communications, which are not prepared for purposes of the negotiations, are not so
exempted and may, if otherwise discoverable, be discovered or otherwise admissible, be
admitted in evidence, in the arbitration or lawsuit.
17.2 Formal Dispute Resolution. If negotiations fail to produce an agreeable resolution
within ninety (90) days, 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. In the case of an
arbitration, each Party shall bear its own costs. The Parties shall equally split the fees of
any mutually agreed upon arbitration procedure and the associated arbitrator.
17.3 Continuous Service. The Parties shall continue providing services to each other
during the pendency of any dispute resolution procedure, and the Parties shall continue to
perform their payment obligations including making payments in accordance with this
Agreement.
18.MISCELLANEOUS
18.1 Authorization
18.1.1 Fremont Telcom Co. is a corporation duly organized, validly existing and in good
standing under the laws of the State of Idaho and has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder
subject to any necessary regulatory approval.
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Traffic Exchange Agreement between Fremont and VZW
18.1.2 Idaho 6-Clark Limited Partnership d/b/a Verizon Wireless is a limited partnership,
duly organized, validly existing and in good standing under the laws of the State
of Idaho. Verizon Wireless (V A W) LLC d/b/a Verizon Wireless is a limited
liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, subject to any
necessary regulatory approval.
18.2 Compliance. Each Party shall comply with all applicable federal, state, and local
laws, rules, and regulations applicable to its performance under this Agreement. Nothing
in this Agreement shall be construed as requiring or permitting either Party to contravene
any mandatory requirement of federal or state law, or any regulations or orders adopted
pursuant to such law.
18.Independent Contractors.Neither this Agreement, nor any actions taken by VZW
or Fremont in compliance with this Agreement, shall be deemed to create an agency or
joint venture relationship between VZW and Fremont, or any relationship other than that
of co-carriers. Neither this Agreement, nor any actions taken by VZW or Fremont in
compliance with this Agreement, shall create a contractual, agency, or any other type of
relationship or third party liability between VZW and Fremont end users or others.
18.4 Force Majeure Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its control and without
its fault or negligence including, without limitation, acts of nature, acts of civil or military
authority, government regulations, embargoes, epidemics terrorist acts, riots
insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages
equipment failure, power blackouts, volcanic action, other major environmental
disturbances, unusually severe weather conditions or any other circumstances beyond the
reasonable control and without fault or negligence of the Party affected. (collectively, a
Force Majeure Event"). If any Force Majeure condition occurs, the Party delayed or
unable to perform shall give immediate notice to the other Party and shall take all
reasonable steps to correct the Force Majeure condition. During the pendency of the
Force Majeure, the duties of the Parties under this Agreement affected by the Force
Majeure condition shall be abated and shall resume without liability thereafter.
18.Confidentiality
18.Any information such as specifications, drawings, sketches, business information
forecasts, models, samples, data, computer programs and other software and
documentation of one Party (a Disclosing Party) that is furnished or made
available or otherwise disclosed to the other Party or any of its employees
contractors, or agents (its "Representatives" and with a Party, a "Receiving
Party ) pursuant to this Agreement ("Proprietary Information ) shall be deemed
the property of the Disclosing Party. Proprietary Information, if written, shall be
clearly and conspicuously marked "Confidential" or "Proprietary" or other similar
notice, and, if oral or visual, shall be confirmed in writing as confidential by the
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Traffic Exchange Agreement between Fremont and VZW
Disclosing Party to the Receiving Party within ten (10) days after disclosure.
Unless Proprietary Information was previously known by the Receiving Party free
of any obligation to keep it confidential, or has been or is subsequently made
public by an act not attributable to the Receiving Party, or is explicitly agreed in
writing not to be regarded as confidential, such information: (i) shall be held in
confidence by each Receiving Party; (ii) shall be disclosed to only those persons
who have a need for it in connection with the provision of services required to
fulfill this Agreement and shall be used by those persons only for such purposes;
and (iii) may be used for other purposes only upon such terms and conditions as
may be mutually agreed to in advance of such use in writing by the Parties.
Notwithstanding the foregoing sentence, a Receiving Party shall be entitled to
disclose or provide Proprietary Information as required by any governmental
authority or applicable law, upon advice of counsel, only in accordance with 9
18.2 of this Agreement.
18.2 If any Receiving Party is required by any governmental authority or by applicable
law to disclose any Proprietary Information, then such Receiving Party shall
provide the Disclosing Party with written notice of such requirement as soon as
possible and prior to such disclosure. The Disclosing Party may then seek
appropriate protective relief from all or part of such requirement. The Receiving
Party shall use all commercially reasonable efforts to cooperate with the
Disclosing Party in attempting to obtain any protective relief which such
Disclosing Party chooses to obtain.
18.5.3 In the event of the expiration or termination of this Agreement for any reason
whatsoever, each Party shall return to the other Party or destroy all Proprietary
Information and other documents, work papers and other material (including all
copies thereof) obtained from the other Party in connection with this Agreement
and shall use all reasonable efforts, including instructing its employees and others
who have had access to such information, to keep confidential and not to use any
such information, unless such information is now, or is hereafter disclosed
through no act, omission or fault of such Party, in any manner making it available
to the general public.
18.Governing Law. This Agreement shall be governed by the domestic laws of the
State of Idaho without reference to conflict of law provisions. Notwithstanding the
foregoing, the Parties may seek resolution of disputes under this Agreement by the FCC
the Commission, or the Idaho state courts, or federal court, as appropriate.
18.Taxes . Each Party purchasing services hereunder shall payor otherwise be
responsible for all federal, state, or local sales, use, excise, gross receipts, transaction or
similar taxes, fees or surcharges levied against or upon such purchasing Party (or the
providing Party when such providing Party is permitted to pass along to the purchasing
Party such taxes, fees or surcharges), except for any tax on either Party's corporate
existence, status or income. Whenever possible, these amounts shall be billed as a
separate item on the invoice. To the extent a sale is claimed to be for resale tax
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Traffic Exchange Agreement between Fremont and VZW
exemption, the purchasing Party shall furnish the providing Party a proper resale tax
exemption certificate as authorized or required by statute or regulation by the jurisdiction
providing said resale tax exemption. Failure to timely provide such sale for resale tax
exemption certificate will result in no exemption being available to the purchasing Party.
18.Assignment. This Agreement shall be binding upon the Parties and shall continue
to be binding upon all such entities regardless of any subsequent change in their
ownership. Except as provided in this paragraph, neither Party may assign or transfer
(whether by operation of law or otherwise) this Agreement (or any rights or obligations
hereunder) to a third party without the prior written consent of the other Party which
consent will not be unreasonably withheld; provided that either Party may assign this
Agreement to a corporate Affiliate or an entity under its common control or an entity
acquiring all or substantially all of its assets or equity by providing prior written notice to
the other Party of such assignment or transfer. Any attempted assignment or transfer that
is not permitted is void ab initio. Without limiting the generality of the foregoing, this
Agreement shall be binding upon and shall inure to the benefit of the Parties' respective
successors and assigns.
18.Non-Waiver.Failure of either Party to insist on performance of any term or
condition of this Agreement or to exercise any right or privilege hereunder shall not be
construed as a continuing or future waiver of such term, condition, right or privilege.
18.10 Notices. Notices given by one Party to the other Party under this Agreement shall
be in writing and shall be: ' (i) delivered personally; (ii) delivered by express delivery
service; or (iii) mailed, certified mail, return receipt requested to the following addresses
ofthe Parties:
To: VZW To: Fremont Telcom Co.
Verizon Wireless FairPoint Communications, Inc.
One Verizon Place 521 East Morehead Street, Suite 250
Alpharetta, GA 30004 Charlotte, NC 28202
Attn: Director - Wireline Interconnection Attn: Robin E. Tuttle, Assistant General
Counsel, Regulatory Affairs
With a copy to:
V erizon Wireless
1300 I Street, NW Suite 400
Washington, DC 20005
Attn: Regulatory Counsel, Interconnection
Or to such other address as either Party shall designate by proper notice. Notices will be
deemed given as of the earlier of: (i) the date of actual receipt; (ii) the next business day
when notice is sent via overnight express mail or personal delivery; or (iii) three (3) days
after mailing in the case of certified U.S. mail.
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18.11 Publicity and Use of Trademarks or Service Marks Neither Party nor its
subcontractors or agents shall use the other Party's trademarks, service marks, logos or
other proprietary trade dress in any advertising, press releases, publicity matters or other
promotional materials without such Party's prior written consent.
18.12 Joint Work Product.This Agreement is the joint work product of the Parties and
has been negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms. In the event of any ambiguities, no inferences
shall be drawn against either Party.
18.13 No Third Party Beneficiaries: Disclaimer of Agency. This Agreement is for the
sole benefit of the Parties and their permitted assigns, and nothing herein expressed or
implied shall create or be construed to create any third-party beneficiary rights hereunder.
Except for provisions herein expressly authorizing a Party to act for another, nothing in
this Agreement shall constitute a party as a legal representative or agent of the other
Party; nor shall a Party have the right or authority to assume, create or incur any liability
or any obligation of any kind, express or implied, against, in the name of, or on behalf of
the other Party, unless otherwise expressly permitted by such other Party. Except as
otherwise expressly provided in this Agreement, no party undertakes to perform any
obligation of the other Party, whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's business.
18.14 No License.No license under patents, copyrights, or any other intellectual
property right (other than the limited license to use consistent with the terms, conditions
and restrictions of this Agreement) is granted by either Party, or shall be implied or arise
by estoppel with respect to any transactions contemplated under this Agreement.
18.15 Technology Upgrades. Nothing in this Agreement shall limit either Parties
ability to upgrade its network through the incorporation of new equipment, new software
or otherwise, provided it is to industry standards, and that the Party initiating the upgrade
shall provide the other Party written notice at least ninety (90) days prior to the
incorporation of any such upgrade in its network which will materially impact the other
Party's service. Each Party shall be solely responsible for the cost and effort of
accommodating such changes in its own network.
18.16 Foreign Based Services. Fremont represents, warrants, and covenants that no
service performed by Fremont pursuant to this Agreerpent shall be provided, directed
controlled, supervised, or managed, and no data or VZW customer communication (voice
or data) relating to any such service shall be stored or transmitted, at, in, or through, a site
located outside of the United States without the advance written consent ofVZW.
18.17 Entire Agreement.The terms contained in this Agreement and any Schedules
Exhibits, tariffs and other documents or instruments refeaed to herein are hereby
incorporated into this Agreement by reference as if set forth fully herein, and constitute
the entire agreement between the Parties with respect to the subject matter hereof
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Traffic Exchange Agreement between Fremont and VZW
superseding all prior understandings, proposals and other communications, oral or
written. Neither Party shall be bound by any preprinted terms additional to or different
from those in this Agreement that may appear subsequently in the other Party's form
documents, purchase orders, quotations, acknowledgments invoices or other
communications. This Agreement may only be modified by a writing signed by an
officer of each Party.
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Traffic Exchange Agreement between Fremont and VZW
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the dates listed below.
Idaho 6-Clark Limited Partnership
d/b/a Venzon Wireless
By: CommNet Cellular Inc., Its
Managing Agent
Verizon Wireless (VA W) LLC d/b/a
Verizon Wireless
Name: Keith A. Surratt
Title: Area Vice Presiden Network
Date: Lf7 /01
Final
Fremont Telcom Co.
By:
Name: tJILil-er l.lad
Title: ?)(&'tt tI~ ~r/Jt le 1Je~
Date: -&7
HI bCI--
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Final
Attachment A
Licensee
Idaho 6-Clark Limited Partnership
Verizon Wireless (VA W) LLC
Market Name
Idaho 6-Clark RSA
Idaho Falls, ID BT A
Verizon Wireless Matter #710-31235-2006
Traffic Exchange Agreement between Fremont and VZW
Attachment B
Reserved For Future Use
Final Verizon Wireless Matter #710-31235-2006