20110120Application.pdf

GIVE SLEY LLP
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601 W. Bannock Street
PO Box 2720, Boise, Idaho 83701
TELEPHONE: [phone]
FACSIMilE: 208 388-1300
WEBSITE: ww.givenspursley.com
Gary G. Allen
Peter G. Barton
Christopher J. Beeson
Clint R. Bolinder
Erik J. Bolinder
Jeremy C. Chou
Willam C. Cole
Michael C. Creamer
Amber N. Dina
Elizabeth M. Donick
Kristin Bjorkman Dunn
Thomas E. Dvorak
Jeffrey C. Fereday
Justin M. Fredin
Martin C. Hendrickson
Steven J. Hippler
Donald E. Knickrehm
Debora K. Kristensen
Anne C. Kunkel
Michael P. lawrence
Franklin G. lee
David R. Lombardi
Emily L. McClure
Kenneth R. McClure
Kelly Greene McConnell
Cynthia A. Melillo
Christopher H. Meyer
L. Edward Miller
Patrick J. Miler
Judson 8. Montgomery
Michael C. Creamer
Direct Dial: [phone]
E-mail: MCC(!givenspursley.com
Januar 20, 2011
Via Hand Delivery
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, ID 83720-0074
Deborah E. Nelson
Kelsey J. Nunez
W. Hugh O'Riordan, lL.M.
Angela M. Reed
Justin A. Steiner
Conley E. Ward
Robert B. White
RETIRED
Kenneth L. Pursley
James A. McClure
Raymond D. GivenS (1917-2008)
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Re: Case No. FRE-T-ll-Ol
Application for Approval of Negotiated Agreement between Fremont Telcom
Co. d/b/a FairPoint Communications and Alled Wireless Communications
Corporation
Dear Ms. Jewell:
Enclosed for fiing are an original and four copies of the Application for Approval of
Negotiated Agreement between Fremont Telcom Co. d/b/a FairPoint Communications ("Fremont")
and Alled Wireless Communications Corporation ("Alled"). Fremont respectfully requests that this
matter be placed on the Commission Decision Meeting Agenda for expedited approval. Please
conform and return extra copy provided for our records.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this matter.
1?~l~
Enclosures
MCC:ch
Michael C. Creamer (ISB No. 4030)
Kelsey J. Nunez (ISB No. 7899)
GIVENS PURSLEY LLP
601 West Banock Street
P.O. Box 2720
Boise, Idaho 83701-2720
Office: [phone]
Fax: [phone]
ww.givenspursley.com
Attorneys for Fremont Telcom Co.
D'-r.i'\,r:ló-,-,l
ZOU JAN 20 At; II: 31
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No.: FRE-T-ll-Ol
APPLICATION FOR APPROVAL OF
NEGOTIATED AGREEMENT BETWEEN
FREMONT TELCOM CO. D/B/A
FAIRPOINT COMMUNICATIONS AND
ALLIED WIRELESS COMMUICATIONS
CORPORATION
ApPLICATION FOR ApPROVAL OF
NEGOTIATED AGREEMENT
1. Fremont Telcom Co. d//a FairPoint Communications ("Fremont"), through its
attorneys Givens Pursley LLP, hereby files this Application for Approval of Negotiated
Agreement ("Agreement") between Fremont and Alled Wireless Communcations Corporation
("Alled"). The Agreement is submitted herewith.
2. This Agreement was reached through volunta negotiations between Fremont
and Alled and is submitted for Commission review and approval pursuant to Section 252( e) of
the Telecommunications Act of 1996.
3. Section 252(e)(2) of the Telecommunications Act of 1996 directs that a state
Commission may reject an agreement reached through volunta negotiations if the Commission
finds that: (1) the agreement discriminates against a telecommunications carier not a party to
APPLICATION FOR ApPROVAL OF NEGOTITED AGREEMENT Page i of4
the agreement; or (2) the implementation of the agreement is not consistent with the public
interest, convenience and necessity.
4. Fremont respectfully submits that the Agreement does not discriminate against
any telecommunications carier and is consistent the public interest, convenience and necessity,
and therefore requests that the Commission approve this Agreement expeditiously. Approval of
this Agreement will enable the paries to implement the Agreement and provide their respective
customers with increased local telecommunications services choices.
5. The designated representative of each Pary, for puroses of responding to
inquiries in this matter is:
For Fremont Telcom Co. d//a FairPoint Communications:
Shirley J. Linn, General Counsel and Executive VP
FairPoint Communications
521 East Morehead Street, Suite 500
Charlotte, NC 28202
With copies to:
Regulatory Deparment
FairPoint Communications
1 Davis Farm Road
Portland, Maine 04103
Michael C. Creamer
Givens Pursley LLP
601 W. Banock Street
P.O. Box 2720
Boise, ID 83701-2720
For Alled Wireless Communications Corporation:
Ken Borner, VP, Engineering and Operations
Alled Wireless Communcations Corporation
1001 Technology Drive
Little Rock, Arkansas 72223
With a copy to:
Jeffrey Humiston
AWCC
1001 Technology Drive
Little Rock, Arkansas 72223
ApPLICATION FOR ApPROVAL OF NEGOTITED AGREEMENT Page 2 of4
6. This Agreement does not affect the rights of non-paries and expeditious approval
would fuher the public interest. Therefore, Fremont requests that the Commission approve this
Agreement without a hearing.
DATED this 20th day of January, 2011.
~Michael C. Creamer
Attorneys for Fremont Telcom Co.
ApPLICATION FOR ApPROVAL OF NEGOTITED AGREEMENT Page 3 of4
CERTIFICATE OF SERVICE
I hereby certify that on this 20thth day of Januar 2011, 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.
Jean Jewell, Secretary
Idaho Public Utilities Commission
4 72 West Washington Street
P.O. Box 83720
Boise, ID 83720-0074
Ken Borner, VP, Engineering and Operations
Alled Wireless Communications Corporation
1001 Technology Drive
Little Rock, Arkansas 72223
Jeffrey Humiston
Alled Wireless Communications Corporation
1001 Technology Drive
Little Rock, Arkansas 72223
Chris Baron
Director, State Affairs
FairPoint Communications
521 East Morehead Street, Suite 500
Charlotte, NC 28202
ApPLICATION FOR ApPROVAL OF NEGOTIATED AGREEMENT
x
x
x
x
U.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
U.S. Mail
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C:~
Page 4 of4
f"r"r"r" ;1f\. C l.-J C ~j
ioii JM~ 20 AM 11= 31
INTERCONNECTION AND RECIPROCAL COMPENSATION
AGREEMENT
By and Between
Fremont Telcom Co. d/b/a FairPoint Communications
And
Allied Wireless Communications Corporation
INTERCONNECTION AND RECIPROCAL COMPENSA TION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
Table of Contents
1. Definitions
2. lntei'pretation and Construction
3. Scope
4. Interconnection Methods and Facilties
5. Routing of Traffic, Dialing Parity and N-l Carriei' Obligations
6. Compensation
7. Biling and llayment
8. Notice of Changes
9. General Responsibilties of the llarties
10. Term and Termination
1 i. Cancellation Charges
12. Non-Severabilty
13. Indemnification
14. Auditing Procedures
15. Limitation of Liabilty
16. Disclaimer
i 7. Regulatory Approval
18. Pending Judicial Appeals and Regulatory Reconsideration
19. Most Favored Nation Provision
20. Compliance
21. Independent Contractors
22. Force Majeure
23. Confidentialíty
24. Governing Law
25. Assignment
26. Release
27. Non-Waiver
28. Notices
29. Trouble Reporting
30. Ilublicity and Use of Trademarks or Service Marks
31. No Third Party Beneficiaries; Disclaimer of Agency
32. No License
33. Technology Upgrades
34. Entire Agreement
35. Dispute Resolution
36. Attachments
A. Rates and Factors
Page 2 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co,
Idaho
This Interconnection and Reciprocal Compensation Agreement ("Agreement") is effective as of
the l1tiay of January 201 I (the "Effective Date"), by and between Fremont Telcom Co. d/b/a
FairPoint Communications ("Fremont"), an Idaho corporation, with offces for notice c/o
FairPoint Communications, Inc. at 521 E. Morehead Street, Suite 500, Charlotte, NC 28202 and
Alled Wireless Communications Corporation, a Delaware corporation, for itself and its wireless
affliates ("A WCC") with a principal place of business at i 00 I Technology Drive, Little Rock,
AR 72223.
WHEREAS, A WCC is authorized by the Federal Communications Commission ("FCC") to
provide Commercial Mobile Radio Services ("CMRS"); and
WHEREAS, Fremont is a local exchange carrier holding a certificate of authority to provide
local exchange telecommunications services in certain exchanges within the State of Idaho; and
WHEREAS, i?rel10nt and A WCC exchange calls between their networks and wish to establish
Interconnection and Reciprocal Compensation arrangements for exchanging traffic as specified
below; and
WHEREAS, the parties intend this Agreement provide for the mutual exchange and reciprocal
compensation of Traffc in accordance with Section 251 (b)(5) of the Telecommunications Act of
i 996, and which is intended to supercede any previous arrangements between the Parties relating
to such Traffc; and
WHEREAS, Fremont's entry into this Agreement does not waive its right to maintain that it is a
rural company exempt from § 25 i (c) pursuant to § 251 (1) of the Communications Act of 1934,
as amended by the Telecommunications Act of i 996 (the "Act").
NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good
and valuable consideration, the receipt and suffciency of which are hereby acknowledged,
Fremont and AWCC hereby agree as follows:
1. 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. In addition to this
rule of interpretation, the following terms used in this Agreement shall have the meanings
as specified below:
1.1. "Act" means the Communications Act of 1934 (47 U.S.C. Section 151 et seq.), as
amended.
Page 3 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co,
Idaho
i .2. "Affilate" 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 percent (10%).
i .3. "Central Office Switch" means an Fremont switch used to provide
Telecommunications Services, including, but not limited to the following:
(a) "End Offcc 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) "Rcmote End Offcc 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 Offce
Switch. Local-switching capabilities may be resident in a Remote End Office
Switch.
(c) "Host Offce Switch" is a switch with centralized control over the functions
of one or more Remote End Offce Switches. A Host Offce Switch can serve as
an End Office Switch as well as providing services to other Remote End Offces
requiring terminating, signaling, transmission, and related functions including
local switching.
(d) "Tandem Switch" is a switching system that connects and switches trunk
circuits between and among Central Offce Switches, Mobile Switching Centers,
at1d IXC networks. A Tandem Switch can also provide I-lost Offce Switch or
End Office Switch functions.
A Central Offce Switch may also be employed as a combination of any or all of
the above switch types.
1.4. "Commercial Mobile Radio 8el'Vices" or "CMRS" has the meaning given to
the term in the Part 20, FCC Rules
1.5. '~Commission" means the Idaho Public Utilities Commission.
1.6. "Direct Interconnection" means either a one-way or two-way connection
between the Fremont network and the A WCC network.
1.7. "End User" means, whether or not capitalized, any business, residential or
governmental customer of services provided by a Party, 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.
Page 4 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcoii Co.
Idaho
1.8. "FCC" means the Federal Communications Commission.
1.9. "Interconnection" has the meaning given the term in the Act and refers to the
services, equipment, facilties, or platforms between or within networks for the
purpose oftransmission and routing of Telecommunications Traffic.
1.10. "Interexchange Carrier" or "I XC" means a carrier that provides or carries,
directly or indirectly, toll Traffic.
1.11. "lnterMTA Traffic" is Traffic that originates in one MTA and terminates in a
different MT A.
1.12. "Local Service Area" means, for A WCC-originated traffc, all intraMT A traffc
originating in Major Trading Area No. 36 (Salt Lake City) and for Fremont-
originated traffic, its local calling area inclusive of Extended Area Service (EAS),
Extended Local Callng (ELC), Metropolitan Callng Area (MCA) or similar
expanded local calling areas that identify a rate center where the.originating caller
has local calling to any NPA-NXX in that rate center.
1. i 3. "Local Exchange Carrier~~ or "LEC" is as defined in the Act.
1.4. "Location Routing Number" or "LRN" is a ten digit routing number that
identifies the terminating switch for a telephone number that has been ported.
1.15. "Major Trading Area" or "MTA" means Major Trading Area as defined by the
FCC in 47 C.F.R. Part 24.202(a).
1.16. "Mobile Switching Center" or "MSC" means A WCC facilities and related
equipment that perform the switching for the routing of calls from and among its
End Users and other Telecommunications Carrier networks. The MSC is also
used to connect and switch trunk circuits within the A WCC network and between
the A WCC network and the public switched telephone network.
1.17. "N-l Carrier" means that carrier in the call routing process immediately
preceding the terminating carrier and as further defined by the North American
Numbering CounciL.
1.18. "NI) A" or the "Number Plan Area" also referred to as an "area .code" refers to
the three-digit code which precedes the NXX in a dialing sequence and identifies
the general callng area within the North American Numbering Plan scope to
which a call is routed to (i.e" NPA/NXX-XXXX).
1.19. "NXX" means the three-digit code, which appears as the first three digits of a
seven-digit telephone number within a valid NPA or area code.
Page 5 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
1.20. "Party" means either Fremont or A WCC, and UParties" means Fremont and
AWCC.
1.21. "l)oint of Interconnection" or "POI" means that technically feasible point of
demarcation where the exchange of traffc between the Parties takes place. When
the Parties are directly interconnected, the physical location where the networks
of the two Parties are interconnected to exchange Telecommunications Traffc,
and when the Parties are indirectly interconnected, the point where the network of
the Third Party Provider the delivers the Tramc is interconnected with the
terminating Party's network.
i .22. "Rate Center" means the specifc geographic point and corresponding
geographic area that is associated with one or more NPA-NXX codes that have
been assigned to an incumbent LEC for its provision of telecommunications
services.
1.23. "Reciprocal Compensation" means an arrangement between two carriers in
which each receives compensation from the other carrier for the Transport and
Termination on each carrier's network of Telecommunications Traffc that
originates on the network facilities of the other carrier.
1.24. "Telecommunications" means the transmission, between or among points
specified by the End User, of information of the End User's choosing, without
change in the form or content of the information as sent and received.
1.25. "Telecommunications Carrier" means any provider of Telecommunications
services, except that such term does not include aggregators of
telecollmunications services (as defined in 47 U.S.C. Section 226(a)(2)).
1.26. "Telecommunications Traffc" or "Traffc" is Telecommunications that is
originated and terminated between an ILEC and a CMRS provider within the
same Major Trading Area (MT A), regardless of whether it is transported by a
third party. Telecommunications Traffc includes Local Service Area Traffc and
Transiting Traffic.
1.27. "Termination" means the switching of Telecommunications Traffic at the
terminating carrier's End Offce Switch, or equivalent facility, and delivery of
such tramc to the called party.
i .28. "Third Part l)rovider" shall mean any facilities-based telecommunications
carrier, including, without limitation, interexchange carriers, independent
telephone companies, or competitive local exchange carriers that carry Transiting
Traffic. The term shall not mean resellers of a LEC's local exchange services or
resellers of a CMRS service.
Page 6 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
1.29. "Transiting Traffc" means traffic between two Telecommunications CaiTiers,
carried by a Third Party Provider that neither originates nor terminates that traffc
on its network while acting as an intermediary.
1.30. '~T.-nsport" means the transmission and any necessary tandem switching of
Telecommunications Traffic subject to §251(b)(5) of the Act from the
interconnection point between two carriers to the terminating carrier's end offce
switch that directly serves the called Party, or equivalent facility provided by a
third party provider.
2. Intemretation and Construction
All references to Sections and Attachments shall be deemed to be references to Sections
of: and Attachments to, this Agreement unless the context shall otherwise require. The
headings of the Sections and Attachments 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).
This Agreement is the joint work product of the Parties and has been negotiated by the
Parties and shall be fairly interpreted in accordance with its terms and, in the event of any
ambiguities, no inferences shall be drawn against either Party.
The Parties enter into this Agreement without prejudice to any position they may take
with respect to similar future agreements between the Parties or with respect to positions
they may have taken previously, or may take in the future in any legislative, regulatory or
other public forum addressing any matters, including matters related to the rates to be
charged for Transport and Termination of Traffc or the types of arrangements prescribed
by this Agreement.
3. Scope
This Agreement is intended, inter alia, to describe and enable specific Interconnection
and Reciprocal Compensation arrangements between the Parties. This Agreement does
not obligate either Party to provide arrangements not specifically provided for herein.
This Agreement establishes the methodology for the exchange of and compensation for
Traffc originated on the network of A WCC, transited via the network of a Third Party
Provider and terminated on the network of Fremont, or delivered directly to, and
terminated by Fremont, or originated on the network of Fremont, transited via the
network of a Third Party Provider and terminated on the network of A WCC, or delivered
directly to, and terminated by A WCC.
Page 7 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co,
Idaho
Pursuant to this Agreement, the Parties wil extend certain arrangements to one another as
needed to meet the requirements of this Agreement. This Agreement reflects a balancíng
of interests critical to the Parties.
3.1 Each Party's NPA/NXXs and network routing information are listed in
Telcordia's Local Exchange Routing Guide ("LERG"). The Operating Company
Number ("OCN") for each Party in the State of Idaho are:
3.1. AWCC OCNs: 119G and 5736
3.1.2 Fremont OCN: 2222
3.2 The Parties have not addressed the basis for intercarrier compensation relating to
enhanced services and Internet traffc. The Parties agree that such traffc between
them, if any, is presently de minimis. If a Party has reason to believe that
enhanced service and Internet traffc is not de minimis, that Party may reopen
negotiations to determine an appropriate method for identifying, transporting, and
determining the compensation for such traffc. If the Parties are unable to reach
agreement, the matter shall be resolved using the arbitration procedures under the
Act.
3.3 The Parties agree that this Agreement does not provide for the exchange of
91 1/E911 trat1ìc.
3.4 Any amendment, modification, or supplement to this Agreement must be in
writing and signed by an authorized representative of each Party.
4. Interconnection Methods and Facilties
This Section describes the methods with which the Parties to this Agreement may
interconnect their respective networks for the Transport and Termination of Traffic.
4.1. Indirect Method of Interconnection. Either Party may choose to deliver traffc
from its network through a Third Party Provider and thus be indirectly connected
with the other Party for the delivery of Traffic originated on its network.
4.1.1. When fraf1c is indirectly exchanged via an originating Party's use of one
or more Third Paity Providers, the originating Party shall be responsible
for the cost to deliver that Party's originated Traffc to the point where the
terminating Party's network interconnects with the network of the carrier
that delivers the Traffc to the terminating Party.
4.1.2. Each Party is individually responsible tor negotiating their own
agreements with any Third Party Provider.
Page 8 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telconi Co.
Idaho
4.2. Direct Interconnection.
4.2.1. Direct Interconnection facilities provide a trunk side connection between
the Parties' networks. A wee wil have the option to establish access via
a single Direct Interconnection POI for termination of all Traffic to
Fremont's network.
4.2.2. Upon mutual agreement of the Parties, Direct Interconnection facilities
may be either One-Way or Two- Way facilities.
4.2.3. Where the total Telecommunications Traftc exchanged between AWee
and Fremont's specific End Office Switch exceeds 400,000 total minutes
of use per month in both directions for three consecutive months, either
Party may request an amendment tò establish a direct interconnection. For
direct interconnection, the POI shall be at any technically feasible point on
Fremont's network. The Parties agree to work cooperatively to determine
the number of trunks needed to handle the estimated traffc.
4.3. Facility Locations. A WCC may directly connect with Fremont's network at any
technically feasible point within Fremont's network. The Parties acknowledge for
purposes of this requirement that the technically feasible points of Direct
Interconnection include any meet point location at the service territory boundary
of Fremont, a meet point location within the service territory boundary of
Fremont, or another meet point location mutually agreed upon by the Parties.
4.3.1. A wec will accept 100 percent (l00%) of the financial responsibility to
deliver its originated traffic to and receive Fremont-originated traffc from
a Direct Interconnection POI.
4.3.2. Fremont will accept i 00 percent (l00%) of the 'financial responsibility to
deliver its originated traHic to and receive A WCC-originated traffic hom
a Direct Interconnection POI.
4.4. Additional Direct Interconnection Methods Available to A wee. A wee may
provide its own facilities and transport for the delivery of traffc from its network
to a POI within Fremont's network. Alternatively) A wee may purchase direct
trunked transport fi'oin a Third Party Provider or from Fremont for thc delivery of
such traffic.
4.5. Technical Requirements and Standards. Each Party will provide the services in
this Agreement to the other Party at a standard at least equal in quality and
pcrformance to that which thc Party provides itself and others. Either Party may
request) and the other Party will provide, to the extent technically feasible,
services that are superior or lesser in quality than the providing Party provides to
Page 9 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont TeJcom Co.
Idaho
itself, provided, however, that such services shall be considered special requests,
and wil be handled on a case-by-case basis.
4.6. Impairment of Service.
4.6.1. The characteristics and methods of operation of any circuits, facilities or
equipment of either Party connected with the services, facilities or
equipment of the other Party pursuant to this Agreement shall not interfere
with or impair service over any facilities of the other Party, its affliated
companies, or its connecting and concurring carriers involved in its
services, cause damage to their plant, violate any applicable law or
regulation regarding the invasion of privacy of any communications
carried over the Party's facilities or create hazards to the employees of
either Party or to the public ("Impairment of Service").
4.6.2. If either Party causes an Impairment of Service, the Party whose network
or service is being impaired (the "Impaired Party") shall promptly n,otify
the Party causing the Impairment of Service (the "Impairing Party") of the
nature and location of the problem and that, unless promptly rectified, a
temporary discontinuance of the use of any circuit, facility or equipment
may be required. The Impairìng Party and the Impaired Party agree to
work together to attempt to promptly resolve the Impairment of Service.
If the Impairing Party is unable to promptly remedy the Impairment of
Service, then the Impaired Party may at its option temporarily discontinue
the use ofthe affected circuit, facilty or equipment.
5. Routing of Traffc, Dialing I)arity and N-l Carrier Obligations
This Section provides the terms and conditions for the proper routing exchange of Traffc
between the Parties' respective networks.
Indirect Connection via a Third Party Provider. As an alternative to routing Local Traffc
covered by this agreement through a Direct Interconnection, either Party may choose to
route traffc from its network through a Third Party Provider to the terminating Party's
POI with the Third Party Provider.
Mobile to Land Traffc - Direct Interconnection. If Direct Interconnection is established,
AWCC shall be responsible for the delivery of Traffc from its network to the appropriate
Point of Interconnection with Fremont's network for the Transport and Termination of
such traffc by Fremont to one of its End Users.
5.1. Land to Mobile Traffc - Direct Interconnection.
5.1.1. If Direct Interconnection is established, Fremont shall be responsible for
the delivery of traf1c ÍÌom its End Users connected to its network to the
appropriate Point of Interconnection with A WCC's network for the
Transport and Termination of such traftk by A WCC to an End User.
Page 10 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Alled Wireless and Fremont Telcom Co.
Idaho
5.1.2. If Direct Interconnection is established, Fremont shall deliver all
originating Local Service Area traffc bound for A WCC to the direct
connection(s).
5.2. Dialing Parity and N-l Carrier Obligations. Both Pa11ies agree to adhere to
dialing parity obligations including 'N-l carrier' database query and routing
obligations.
5.2.1. For any NPA-NXX line numbers assigned to AWCC that have a rate
center associated with a Local, EAS, ELC, MCA exchange or similar
program, Fremont will route all land-to-mobile traffic to A WCC utilizing
End User dialing patterns undifferentiated from those provided to any
carrier's number assigned to the same rate center.
5.2.2. Each Party wil ensure that number portability database queries are
perfonned on all calls routed via Direct Interconnection.
6. Compensation
The Parties agree to the rates referenced in Attachment A for the services to be provided
pursuant to this Agreement.
6. i . Local Telecommunications Traffc. The Parties shall reciprocally and
symmetrically compensate one another for IntraMTA Traffic at the rates set forth
in Attachment A, Sections Band D.
6.2. InterMT A Traffc. The Parties contemplate that they may exchange incidental
volumes of InterMTA Traffic under this Agreement. The Parties agree that
InterMT A traffic between them, if any, is presently de m;nimus. .
6.3. Fremont Provided Direct Interconnection Facilities. A WCC may utilize or the
Parties may share Fremont provided interconnection facilities pursuant to a
request from A WCC under Section 4.4. Fremont provided interconnection
facilities wil be priced at the rates specified in Fremont's Interstate Access
Service Tariff. To the extent such two-way interconnection facilties are provided
by Fremont, charges wil be shared by the Parties based on their proportional
(percentage) use of such facilities as specified in Attachment A, Section D. In the
event that A WCC requests and the Parties establish Direct Interconnection under
Section 4.3, neither Party wil charge the other for Direct Interconnection
Facilties.
6.4. Traffc Balance Threshold. When either party's actual usage data for three (3)
consecutive months is determined to be within plus or minus five (5) percentage
points of fitly (50) percent of the Traffc originated by both paiiies (i. e" within
45% to 55% of total two-way traffc), then either Party may provide the other
Party a written request, along with verifiable information SUPPo11ing such request,
Page I 101'26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
to eliminate biling for Reciprocal Compensation per minute. Upon written
consent by the Party receiving the request, which shall not be withheld
unreasonably, there wil be no biling for Reciprocal Compensation on a going
forward basis unless otherwise agreed to by both Parties, in writing and all Traffc
will be compensated using bil and keep, such that neither paity shall bil the other
pursuant to Attachment A, Sections B, 0, and E.
7. Biling and Payment
7.1. The Parties shall bill each other on a monthly basis for the services provided
under this Agreement in accordance with the rates and charges set forth in Section
5 and Attachment A.
7.2. Each Party will only charge the other Party for actual usage, except that A WCC
wil be relieved of this obligation if the Parties mutually agree to a Reciprocal
Compensation Credit method of biling.
7.3. In the event actual detailed billing records are not available (e,g iftratfc is routed
via a Third Party Provider), summary biling reports may be utilized subject to
detailed traffic validation upon request from A WCC.
7.4. Usage measurement for calls shall begin when Answer Supervision or equivalent
SS7 message is received from the terminating offce and shall end at the time of
call disconnect by the callng or called customer, whichever occurs first.
7.5. Minutes of use ("MOD"), or fractions thereof, shall not be rounded upward on a
per-call basis, but will be accumulated over the biling period. At the end of the
biling period, any remaining fraction shall be rounded up to the nearest whole
minute to arrive at total bilable minutes for each Interconnection. MOD shall be
collected and measured in minutes, seconds, and tenths of seconds.
7.6. Each Party shall include sutfcient detail of MOUs on its invoices to enable the
other Party to reasonably verify the accuracy of the usage, charges, and credits.
7.7. The Parties shall pay invoiced amounts within forty~1've (45) days of receipt of
the invoice. For invoices not paid when due, late payment charges wil be
assessed on the past due balance, until paid, at a rate equal to 12% per annum,
except as provided in Section 7.14.
7.8. In the event the Traffc terminated on the Parties' respective networks is at or
below 10,000 minutes per month, the Traffc shall be considered de min/mus. The
Parties agree that the only compensation for such de minimus Traffc will be in
the form of the reciprocal Transpoit and Termination services provided by the
other Paity, and no bilings wil be issued by either Party.
7.9. Both Parties may mutually agree to use a Reciprocal Compensation Credit in lieu
of submitting invoices to each other for Reciprocal Compensation.
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
7.9.1. Either Party shall provide the other Party not less than sixty (60) days
prior written notice when changing its election to use actual recorded
MOU to bil Fremont rather than receive the Reciprocal Compensation
Credit. In such event, A WCC wil be then responsible for measuring the
monthly Telecommunications Tramc, measured by minutes of use,
terminating into its network from Fremont's network and shall bill
Fremont on a going forward basis using the rates set forth in Attachment
A.
7.9.2. The Reciprocal Compensation Credit amount shall be determined by
Fremont monthly, and reflected on the Fremont invoice to A WCC as a
credit against the amounts due and payable from A WCC to Fremont.
7.9.3. The reciprocal compensation credit wil be calculated as follows: Divide
the total number of monthly measured minutes of use originated by
A wec and terminated on Fremont's network by the Mobile to Land
Traffc Factor. The total calculation wil then be multiplied by the Land to
Mobile Traffc Factor to arrive at the total minutes of use terminated on
A wec's network per month. This monthly total wil be multiplied by the
rates set forth in Section 6.1 to obtain the Reciprocal Compensation Credit
101' the month. For example, Fremont determines that 10,000 minutes of
A WCC originated Traffc has been delivered to it in a given billing period:
The Parties will assume that 4,706 minutes of land originated calls were
delivered by Fremont to Awec for termination (10,000/.68 multiplied by
.32).
7.9.4. It is agreed that the Traffic Factors set forth on Attachment A Section 3
represent a reasonable estimate of the ratio of Traffic originated and
terminated by the Parties, considering the anticipated mix of Traffc routed
between the parties. Either Party may, at its option, request modification
of the Factors, on a going forward basis, based on the results of a traffc
study conducted for Traffc originated by or terminating to the Party's End
Users. These factors may be modified, hut no more than once annually. If
the Parties are unable to reach agreement for modification of the Land to
Mobile Factor, either Party may request resolution of the dispute pursuant
to Section 35 of this Agreement.
7. i o. Taxes. The Party collecting revenue shall be rcsponsible for collecting, reporting
and remitting all appropriate taxes associated therewith. Fremont is responsible
for taxes on Fremont revenues and AWeC is responsible for taxes on AWee
revenues whether or not shown as a credit on the Fremont invoice to A wee.
7. i 1. Biling notices. All bil rendered by one Party to the other Party under this
Agreement shall be delivered to the following locations.
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcoin Co,
Idaho
Allied Wireless Communications
Corporation
100 I Technology Drive
Little Rock, AR 72223
Attn: Finance
FairPoint Communications, Inc.
908 West Frontview Street
P.O. Box 199
Dodge City, KS 67801-0199
Attn: Accounts Payable
7.12. Billing inquiries. All bill inquiries by one Party to the other Party under this
Agreement shall be directed to the following locations.
Allied Wireless Communications
Corporation
1001 Technology Drive
Little Rock, AR 72223
Attn: Finance
FairPoint Communications, Inc.
908 West Frontview Street
P.O. Box 199
Dodge City, KS 67801-0199
Attn: Accounts Payable
7.13. Escalations. Each Party wil provide to the other Party an escalation list for their
respective biling department and the appropriate depaitment with the authority to
issue payment on a bilL.
7.14. Disputed Amounts. If any portion of an amount due to a billng Party under this
Agreement is subject to a dispute between the Parties, the hiled Party shall within
sixty (60) days of its receipt of the invoice containing such disputed amount give
notice to the biling Party of the invoiced amounts it disputes ("Disputed
Amounts") and include in such notice the specific details and reasons for
disputing each item. The Parties agree that they wil each make a good faith
effort to resolve any Disputed Amounts in accordance with the Dispute
Resolution process in Section 35 of this Agreement. The billed Paity shall pay
when due all undisputed amounts to the billng Party. A Party may, by notice,
include a prospective notice of Disputed Amounts applicable to future invoices.
If the Disputed Amount is resolved in favor of the biling Party, the billed Party
shall pay any unpaid Disputed Amount with late charges at the rate of twelve
percent (12%) per annum calculated from the date the Disputed Amount was
originally due upon final determination of such dispute.
8. Notice of Changes
If a Party contemplates a change in its network, which it believes wil materially affect
the inter-operability of its network with the other Party, the Party making the change shall
provide at least ninety (90) day's advance written notice of such change to the other
Party.
9. Genet"at Responsibilties of the Parties
9.1. 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
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
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.
9.2. Each Party is solely responsible for the services it provides to its customers and to
other Telecommunications Carriers.
9.3. Each Party is responsible for obtaining Local Exchange Routing Guide ("LERG")
listings of the Common Language Location Identifier ("CLLI") assigned to its
switches.
9.4. Each Paiiy shall use the LERG published by Telcordia or its successor for
obtaining routing information and shall provide all required information to
Telcordia for maintaining the LERG in a timely manner.
9.5. SS7 Out of Band Signaling (CCS/SS7) shall be the signaling of choice for
interconnecting tl'unks, where it is technically feasible for both Parties. Use of a
third Paiiy provider of SS7 trunks, for connecting A wec to the Fremont SS7
systems is permitted. Such connections shall meet generally accepted industry
technical standards. Each Party shall utilize SS7 (including but not limited to
links, point codes, and messaging) at its own cost for all interchanged traffic
irrespective of interconnection methodology.
9.6. 911/E911 Each Party shall be responsible for its own independent connections to
the 9 i llE9 i i network.
10. Term and Termination
10. i. The initial term of this Agreement shall be a two-year term which shall
commence on the Effective Date. This Agreement shall automatically renew for
additional one (l) month terms until replaced by another agreement or, unless, not
less than ninety (90) 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 renegotiation, this Agreement shall remain in effect on an interim
basis, subject to true-up to the termination date until such time that a new
agreement becomes effective or negotiations expire. If the Parties cease the
exchange of traffc, then either Party may terminate this Agreement upon thirty
(30) days written notice.
10.2. Upon termination or expiration of this Agreement in accordance with this Section:
10.2. i. Each Party shall continue to comply with its obligations under the Act and
as set forth in Section 23 Confidentiality;
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremon( Telcom Co.
Idaho
10.2.2. Each Party shall promptly pay all undisputed amounts (including any late
payment charges) owed under this Agreement;
10.2.3. Each Party's indemnification obligations shall survive termination or
expiration of this Agreement.
10.3. 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.
1 0.4. I1~ upon expiration or termination, either Party requests the negotiation of a
successor agreement, during the period of negotiation of the successor agreement
each Party shall continue to perform its obligations and provide the services
described herein until such time as the successor agreement becomes effective.
During the pendency of said re-negotiations, the rates, terms and conditions of
this Agreement shall prevail on an interim basis until a new Agreement is
effectuated or until the Parties negotiations expire.
11. Cancellation Charges
Except as provided herein, no cancellation charges shall apply.
12. Non~Severabilty
12.1. 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.
12.2. 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.
13. Indemnification
13.1. Each Party (the "Indemnifying Party") shall indemnify and hold harmless the
other Party ("Indemnified Party") from and against loss, cost, claim liabilty,
damage, and expense (including reasonable attorney's fees) to customers and
other third parties for:
13.1.1. damage to tangible personal property or for personal injury proximately
caused by the negligence or wilful misconduct of the Indemnifying Party,
its employees, agents or contractors;
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INTERCONNECTION AND RECIPROCAL COMPENSA nON AGREEMENT
Allied Wireless and Fremont Telcol1 Co.
Idaho
13.1.2. claims for libel, slander, or infringement of copyright arising from the
material transmitted over the Indemnified Party's facilties arising from
the Indemnifying Party's own communications or the communications of
such Indemnifying Party's customers; and
13. 1.3. 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 Patty, nor its parent, subsidiaries, Affiiates, agents, servånts,
or employees, shall be liable to the other for Consequential Damages (as defined
in Section 15.3).
13.2. 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, wil tender the defense of
such claim, lawsuit or demand.
13.2.1. In the event the Indemnifying Party does not promptly assume or
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 Jì'om any loss, cost
liability, damage and expense.
13.2.2. 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.
13.2.3. The Parties will cooperate in every reasonable manner with the defense or
settement of any claim, demand, or lawsuit.
13.2.4. Neither Party shall accept the terms of a settlement that involves or affects
the rights or obligations of the other Party in any matter without the other
Party's approvaL.
14. Auditing Procedures
14.1. Upon thirty (30) days written notice, each Party must provide the other Party the
ability and opportunity to conduct an annual audit to ensure the proper billng of
traffc between the parties. The audit shall be accomplished during normal
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
AWed Wireless and Fremont Telcom Co.
Idaho
business hours. Audit requests shall not be submitted more frequently than one
(I) time per calendar year.
14.2. Each Party may request copies of the billing records, provided that the requested
records do not exceed 12 months in age from the date the monthly bil containing
said record information was issued.
15. Limitation of Liabilty
15.1. No liability shall attach to either Party, its parents, subsidiaries, Affliates, agents,
servants, employees, offcers, directors, or partners for damages arising from
errors, mistakes, omissions, interruptions, or delays in the course of establishing,
furnishing, rearranging, moving, terminating, changing, or providing or failng to
provide services or facilities (including the obtaining 01' furnishing of information
with respect thereof or with respect to users of the services or facilities) in the
absence of gross negligence or wilful misconduct.
i 5.2. Except as otherwise provided in Section 13, 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 wilful misconduct.
15.3. Except as otherwise provided in Section 13, no Party will 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.
16. DISCLAIMER
EXCEI)T AS OTHERWISE PROVIDED HEREIN, NEITHER I)ARTY MAKES
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING' BUT NOT LIMITED TO ANY WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR INTENDEO OR PARTICULAR
PURPOSE WITH RESPECT TO SERVICES I)ROVIDED HEREUNDER.
ADDITIONALLY, NEITHER PARTY ASSUMES ANY RESPONSIBILITY 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 THIRDwpARTY.
17. Regulatory Approval
Upon execution of this Agreement, Fremont shall fie with the appropriate state or federal
regulatory agency pursuant to the requirements of Section 252 of the Act. Each Party
Page 18 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co,
Idaho
covenants and agrees to fully support approval of this Agreement by the Commission or
the FCC under Section 252 of the Act. The Parties, however, reserve the right to seek
regulatory relief and otherwise seek redress tìom 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 of the rejected portiones). If negotiations
fail, disputes between the Parties concerning the interpretation of the actions required or
provisions affected by such regulatory actions shall be resolved pursuant to the Section
35 Dispute Resolution process provided for in this Agreement. 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.
18. Pending Judicial Appeals and Regulatory Reconsideration
The Parties acknowledge that the respective rights and obligations of each Party as set
forth 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. In the event that such new
terms are not renegotiated within ninety (90) days after such notice, the Parties shall
utilize the Dispute Resolution procedure sei forth in Section 35 of this Agreement.
19. Most Favored Nation Provision. In accordance with Section 252(i) of the Act, A wee
shall be entitled to obtain from Fremont any Interconnection/Compensation arrangement
provided by Fremont to any other CMRS provider that has been fied and approved by
the Commission, for services described in such agreement, on the same terms and
conditions.
20. Compliance. Each Party shall comply with all applicable federal, state, and local laws, rules
and regulations applicable to its performance under this Agreement.
21. Independent Contractors. Neither this Agreement, nor any actions taken by A WCC or
Fremont in compliance with this Agreement, shall be deemed to create an agency or joint
venture relationship between A WCC and Fremont, or any relationship other than that of
purchaser and seller of services. Neither this Agreement, nor any actions taken by
A WCC or Fremont in compliance with this Agreement, shall create a contractual,
agency, or any other type of relationship or third Party liability between A wce and
Fremont end users or others.
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont TelcOl1 Co,
Idaho
22. 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 01' 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 the íàult or negligence of the Party affected. (collectively, a "Force Majeure
Event"). If any Force Majeure Event 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 Event. In the event of such delay, the delayed Pary shall perform its
obligations at a performance level no less than that which it uses for its own operations.
In the event of such performance delay or failure the delayed Party agrees to resume
performance in a nondiscriminatory manner and not favor its own provision of
Telecommunications Services above that of the affected Party. During the pendency of
the Force Majeure Event, the duties of the Parties under this Agreement affected by the
Force Majeure Event shall be abated and shall resume without liability thereafter.
23. Confidentiality
23.1. 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
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 Infonnation as required by any governmental
authority or applicable law, upon advice of counsel, only in accordance with
Section 21.2 of this Agreement.
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
23.2. 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 Paity chooses to obtain,
23.3. 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 acccss 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 fàult of such Party, in any manner making it available
to the general public.
24. Governing Law. For all claims under this Agreement that are based upon issues within the
jurisdiction (primary or otherwise) of the FCC, the exclusive jurisdiction and remedy for
all such claims shall be as provided for by the FCC and the Act. For all claims under this
Agreement that are based upon issues within the jurisdiction (primary or otherwise) of
the Commission, the exclusive jurisdiction for all such claims shall be with the
Commission, and the exclusive remedy for such claims shall be as provided for by such
Commission. In all other respects, this Agreement shall be governed by the domestic
laws of the state of Idaho without reference to conflct of law provisions.
The terms and conditions of this Agreement shall be subject to any ai1d all applicable
laws, rules, regulations or guidelines that subsequently may be adopted by any federal,
state, or local government authority. Any modifications to this Agreement occasioned by
such change shall be effected through good faith negotiations.
25. Assignment. 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 wil not be unreasonably withheld;
provided that either Party may assign this Agreement to a corporate Affliate 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 inito. 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.
26. Release. In resolution of the Parties rights, and in fuither consideration of this Agreement,
each Party releases, acquits and discharges the other Party of and from any claim, debt,
demand, liability, action or cause of action arising from or relating to the payment of
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Te1com Co.
Idaho
money for the transport and termination of traffic prior to the Effective Date of this
Agreement.
27. Non-Waiver. Failure of either Party to insist on perfol1uance 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.
28. Notices. Notices given by one Party to the other Party under this Agreement shall be in
writing and shall be delivered to the following locations.
Ken Borner
VI', Engineering and Operations
Allied Wireless Communications
Corporation
100 i Technology Drive
Little Rock, Arkansas 72223
Regulatory Department
FairPoint Communications
i Davis Farm Road
Portland, Maine 04103
With a copy to:
Jeffrey Humiston
AWCC
1001 Technology Drive
Little Rock, Arkansas 72223
With a copy to:
Shirley 1. Linn
General Counsel and Executive VP
521 East Morehead Street
Suite 500
Charlotte, NC 28202
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 express mail or personal delivery; (iii) three (3) days after mailing
in the case of certified U.S. maiL.
29. Trouble Reporting. In order to facilitate trouble reporting and to coordinate the repair of
Interconnection Facilities, trunks, and other interconnection arrangements provided by
the Parties under this Agreement, each Party has established contact(s) available 24 hours
per day, seven days per week, at telephone numbers to be provided by the Parties. Each
Party shall call the other at these respective telephone numbers to report trouble with
connection facilities, trunks, and other interconnection arrangements, to inquire as to the
status of trouble ticket numbers in progress, and to escalate trouble resolution.
29.1. 24-Hour Network Management Contact:
Fremont Contact Number: 208-709-8301 (primary)
208-709-8304 (back-up)
A WCC Contact Number: 720-733-5360
noc(fcommnetwireless.com
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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcom Co.
Idaho
29.2. Each Party wil advise the other of any critical nature of the inoperative facilities,
service, and arrangements and any need for expedited clearance of trouble. In
cases where a Party has indicated the essential or critical need for restoration of
the facilities, services or arrangements, the other Party shall use its best efforts to
expedite the clearance of trouble.
29.3. Each Party will provide to the other Party an escalation list for the repair center,
ordering and provisioning center and the account management team.
30. 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 promotioi1'1
materials without such Party's prior written consent.
31. No Third Party Beneficiaries; l)isclaimer 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;
nOl: 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.
32. 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.
33. Technology Upgrades. Nothing in this Agreement shall limit either Parties' abilty 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 wil materially impact the other
Party's service. Each Party shall be solely responsibie for the cost and eff0l1 of
accommodating such changes in its own network.
34. Entire Agreement. The terms contained in this Agreement and any Schedules, Exhibits,
tariffs and other documents or instruments referred to herein are hereby incorporated into
this Agreement by reference as if set forth fully herein, and constitute the entire
agreement between the Pai1ies with respect to the subject matter hereof, 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
Page 23 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
Allied Wireless and Fremont Telcoin Co.
Idaho
orders, quotations, acknowledgments, invoices or other communications. This
Agreement may only be modified in writing signed by each Party.
35. Dispute Resolution
Except as provided under Section 252 of the Act with respect to the approval of this
Agreement by the state commission, the Parties desire to resolve disputes arising out of
or relating to this Agreement without 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.
35.1. Informal Resolution of Disputes. At the written request of a Party, each Party wil
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 inteild that these negotiations be
conducted by non-lawyer, business representatives. 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 not be
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 arbitråtion or lawsuit.
35.2. Formal Dispute Resolution. If negotiations fail to produce an agreeable resolution
within one hundred twenty days (120) days, then either Paity may proceed with
any remedy available to it pursuant to law, equity or agency mechanisms;
provided, that upon mutual agreement of the Paities such disputes may also be
submitted to binding arbitration. In the case of arbitration, each Party shall bear
its own costs. The Paities shall equally split the fees of any mutually agreed upon
arbitration procedure and the associated arbitrator.
35.3. Continuous Service. The Paities 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 in accordance with this Agreement.
35.4. Costs. Each Party shall bear its own costs of these procedures. The Parties shall
equally split the fees of the arbitration and the arbitrator; provided, however, that
the arbitrator may assign costs to the Party demanding ai'bitration upon a finding
that such Party brought a 1ìivolous cause of action or claim.
Page 24 of26
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
.Allied Wirølessand Fremont TelcQIU Co.
Idaho
IN WITNESS WHEREOF, the . Parties hereto have caused this Agreement to be executed as of
the dates listed below.
Alled Wireless Communications
Corporation
Fremont Telcom Co. d/b/a FairPoint
Communications
Ken Borner
Name
Susan L. Sowell
Name
~A'4A" ~..~
Signature
Siw,
Signature Date
Jlr~ui¡
Signa'türe ~ate
Vice President = Netwotk Engineeting
Position/Title
Vice President and Assistant Genetal
Counsel
Position/Title
Page2S of26
INTERCONNECTION AND RECIPROCAL COMPENSA llON AGREEMENT
Alled Wireless and Fremont Telconi Co.
Idaho
ATTACHMENT A
Rates and Factors
Gencral. Thc rates contained in this Pricing Attachment arc the rates as referenced in the various sections on the Interconnection
Agrecment.
A, Direct Interconnection Facilities:
Rates charged by Fremont are as fied in the NECA FCC TarillNo. 5.
13,Reciprocal Compensation Rate:
C. General Charges:
i.
2.
3,
4.
5,
Service Order Charge (LSR)**
Service Order Cancellation Charge**
Service Order Change Charge**
Expedited Due Datc Charge**
Technical Lahor:**
Install & Repair Technician:
Basic Time (normally scheduled hours)
*Overtime (outside normally schld hI'S on schld work day)
*Premium Time (outside of scheduled work day)
Central Offce Technician:
Basic Time (normally scheduled hours)
*Overtime (outside normally schld hI'S on schld work day)
.Prcmium Time (outside of scheduled work day)
LNP Coordinator:
Basic Time (normally schcduled hours)
.Overtime (outside normally sehld hrs on schld work day)
*Premium Time (outside of scheduled work day)
Administrative Support:
Basic Time (nonnally scheduled hoUls)
"Overtime (outside normally sehld hI'S on selild work day)
*Premium Time (outside ofsehedule work day)
6.Rates and Charges for LNP Coordinated
Hot Ciit (CHC)
$O.OI/llin.
$ 25.00/ request
$ 12.00/request
$ 12,OO/request
$ 45.00/ request
$ 24,57/ Yi hI'
$ 36.85 / Yi hI'
$ 49.13/ Yi hI'
$ 29,97/ Yi hI'
$ 44.96/ Yi hI'
$ 59.95/'h hI'
$ 43.32/ Yi hI'
$ 64.99/ Yi hI'
$ 86.65 / Yi hI'
$ 13.65/ Yi hI'
$ 20.47/ Yi hI'
$ 27.29/ Yi hI'
Charged time will be
in hallhour increments for the
personnel involved in the CHe at
the rales in Section 5 above.
* Minimum 4 hours when a technician is called out dUling Overtime 01' Premium Time.
** These charges arc reciprocal and apply to both Fremont and A WCC.
D.Reciprocal Compensation Credit Factors
Mobile-to-Land Traffc Factor
Land-to-Mobile Traffc Factor
InterMTA Traffc FaclorF
Page 26 ot26
68%
32%
0%