20121217Amendment.pdf

tolocom
RECFY;
ZO?2DEC 13 AN 8: 54
December 13, 2012 UT!UTS COMMissio:
Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
P0 Box 83720
Boise, ID 83720-0074
RE: Case No.
Request for Approval of Amendment to Negotiated Wireless Traffic
Exchange Agreement between TDS Telecommunications Corporation and
United States Cellular Corporation.
Dear Ms. Jewell:
TDS Telecommunications Corporation (TDS) as an agent for Potlatch Telephone
Company, Inc., has entered into an amended wireless traffic exchange
agreement with United States Cellular Corporation (USCC). This filing amends
the agreement approved in Case No. GNR-T-00-21. An original plus three (3)
Copies of the agreement have been enclosed for filing with this Commission.
TDS respectfully requests approval of this agreement as filed.
If you have questions regarding this agreement, please contact Linda Robinson
of TDS at [phone] or myself at [phone]. Thank you in advance for
your assistance in this matter.
Sincerely,
Gail M. Long
Manager, State Government Affairs
Enclosure
Cc: Linda Robinson - TDS Telecom
David Fiala - USCC
P0 BOX 1566
OREGON CITY OR 97045-1566
OFFICE: 503.656.8399
FAX: [phone]
WIRELESS INTERCONNECTION AGREEMENT
TDS TELEc* - IOARQ
This Wireless Interconnection Agreement (the "Agreement") is made effective on
the 1 day of July, 2012, between the TDS Telecommunications Corporation subsidiaries
or affiliates identified on Appendix A (collectively, "TDS TELECOM"), and the United
States Cellular Corporation subsidiaries or affiliates identified on Appendix C,
("USCC"). TDS TELECOM and USCC are each individually a "Party" and are together
the "Parties" to this Agreement.
TDS TELECOM is a Local Exchange Carrier in Idaho. USCC is a Commercial
Mobile Radio Service carrier licensed by the FCC to operate in the state of Idaho. TDS
TELECOM and USCC desire to interconnect their networks for the purpose of
exchanging traffic between the Parties' customers. Services provided by TDS
TELECOM to USCC under this Agreement are provided pursuant to USCC's role as a
CMRS provider.
In consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows.
SECTION I
DEFINITIONS
1."Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as
amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or a
Commission within its state jurisdiction.
2."Commercial Mobile Radio Service: ("CMRS") is defined as a mobile service
that is provided for profit (i.e. with the intent of receiving compensation or
monetary gain), is an interconnected service, and is available to the public, or to
such classes of eligible users as to be effectively available to a substantial portion
of the public, or the functional equivalent of such a mobile service.
3."Commission" is the Idaho Public Utilities Commission
4."FCC" is the Federal Communications Commission.
5."Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between networks for the
purpose of transmission and routing of telecommunications traffic.
6."Interexchange Carrier" or ("DCC") means a carrier that provides or carries,
directly or indirectly, InterLATA service or IntraLATA Toll Traffic.
CW2228127 Page! July 2012
7."Intermediary Traffic" is traffic other than Roaming Traffic that is delivered from
a third-party Local Exchange Carrier or other telecommunications carrier such as
a CMRS provider, through the network of either Party as an intermediate carrier
to an end user of the other Party.
8."InterLATA Service" means telecommunications between a point located in a
local access and transport area and a point located outside such area.
9."IntraLATA Toll Traffic" means those intraLATA station calls that are outside of
the local or EAS calling area as defined in the applicable TDS TELECOM tariff.
10."Local Access and Transport Area or ("LATA") as described in the Act denotes a
geographical area established for the provision and administration of
communications services. It encompasses one or more designated exchanges,
which are grouped to serve common social, economic and other purposes.
11."Local Exchange Carrier" or ("LEC") means any entity that is engaged in the
provision of telephone exchange service or exchange access. Such term does not
include an entity insofar as such entity is engaged in the provision of a
commercial mobile service under Section 332(c), except to the extent that the
FCC finds that such service should be included in the definition of such term.
12."Local Traffic" for inter-carrier compensation purposes, means Wireless to
Wireline and Wireline to Wireless calls which originate and terminate within the
same MTA based on the location of the cell site serving the wireless subscriber at
the beginning of the call and the central office serving the landline end-user.
13, "Major Trading Area" or ("MTA") means the service areas based on the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123' edition, at pages 38-
39. 47 C.F.R. §24.202(a).
14."Mobile Switching Center" or ("MSC") is a switching facility that performs the
switching for the routing of calls among its mobile subscribers and subscribers in
other mobile or landline networks. The MSC is used to connect and switch trunk
circuits within the wireless network and between the wireless network and the
public switched network for wireless traffic by a CMRS provider.
15."Non-Local Traffic" for inter-carrier compensation purposes means the
completion of interMTA calls based on the location of the wireless subscriber and
the TDS TELECOM landline end-user.
16, "Point of Connection" or ("POC") is a physical location where USCC is
interconnected with TDS TELECOM.
17, "Rate Center" as defined by the North American Numbering Council ("NANC")
and used in this Agreement means an area that uses a common surrogate call
origination or call termination point when determining point-to-point local or toll
calling charges.
18 "Roaming Traffic" is CMRS traffic originated by a customer of a CMRS provider
other than USCC which is carried by or over USCC's network for termination to
TDS TELECOM or other LECs or CMRS providers. Roaming Traffic includes
all of the roaming and resale traffic described in section 20.12 of the FCC's rules,
47 C.F.R. § 20.12. Roaming Traffic is considered to be the same as USCC
originated traffic and thus is the responsibility of USCC for paying applicable
Non-Local (InterMTA) terminating compensation to TDS TELECOM at TDS
TELECOM's applicable access rates.
19."Telecommunications Carrier" means any provider of telecommunications services as
defined in the Act.
20."Wireless" is telecommunications services provided by a CMRS carrier in accordance
with its CMRS license(s).
21."Wireline" is telecommunications services provided by TDS TELECOM or other
Non-CMRS Telecommunications Carrier.
SECTION II
SCOPE OF AGREEMENT
This Agreement sets forth the terms, conditions and prices under which the Parties
agree to provide Interconnection for use by USCC only in association with CMRS
services and compensation for the exchange of traffic between TDS TELECOM and
USCC for the purpose of offering telecommunications services. The Interconnection and
compensation covered by this Agreement applies only to the exchange of traffic between
USCC subscribers and TDS TELECOM end-users associated with the provision of two-
way voice services. The Wireless Interconnection arrangements described herein will not
be used by USCC to terminate other types of traffic on TDS TELECOM's network.
Other Interconnection arrangements are covered by separate contract, tariff or price lists.
Execution of this Agreement does not waive or prejudice any positions either
Party has taken previously or may take in the future in any legislative, regulatory, or other
public forum addressing any matters, including matters specifically related to, the types of
arrangements prescribed in this Agreement.
CW2228127 Page July 20t2
SECTION III
INTERCONNECTION
Direct Interconnection:
Depending upon USCC's needs and the technical capability and location of TDS
TELECOM's switches, various Wireless Interconnection and services
arrangements are possible Wireless Interconnection and service arrangements are
described below and in Bellcore GR-145-CORE and Telcordia Notes on the
Networks, SR-2275.
2.Type 2 Interconnection Service provides a trunk-side connection between a TDS
TELECOM host office and a CMRS provider's Point of Connection Type 2
Interconnection Service provides access to the TDS TELECOM customers served
via the host office and remote or subtending end-offices It is used only for the
exchange of Local Traffic between USCC and TDS TELECOM No Intermediary
Traffic to or from 3' party carriers will be exchanged through the Type 2
connection. Type 2 Interconnection Service may be optioned for common
channel signaling service using Signaling System 7 (CCS7) protocols
3.Interconnection service is ordered using uniform order request forms. All service
requests must be submitted on the TDS TELECOM Wireless Service Request
(WSR) form or other industry standard ordering document.
4.USCC shall provide its own facilities and transport for the delivery of traffic from
its Mobile Switching Center (MSC) to a mutually acceptable Point of Connection
(POC) on the TDS TELECOM network Alternatively, USCC may purchase
required facilities from a third party or from TDS TELECOM for the delivery of
such traffic Rates for facilities and transport or other services purchased from
TDS TELECOM are specified in TDS TELECOM's applicable Local or Access
Tariff.
5, The Point(s) of Connection between TDS TELECOM and USCC are defined in
Appendix B, which is incorporated by reference TDS TELECOM and USCC
agree that for the portion of direct interconnection facilities within the boundaries
of TDS TELECOM, the costs will be prorated based upon relative balance of
traffic between TDS TELECOM and USCC The rate for two-way facilities
provided by TDS TELECOM and dedicated to traffic between USCC and TDS
TELECOM will be reduced by a shared facility factor of 75/25 wireless to
wireline traffic This Agreement shall not preclude TDS TELECOM and USCC
from entering into additional direct interconnection arrangements in the future if
such arrangements are technically feasible and economically beneficial
6. Each Party shall construct, equip, maintain and operate its network in accordance
with generally accepted engineering practices for telephone systems and in
compliance with all applicable rules and regulations, as amended from time to
time, of any regulatory body empowered to regulate any aspect of the facilities
contemplated herein.
7.Nothing in this Agreement shall limit either Party's ability to upgrade its network
through the incorporation of new equipment, new software or otherwise Each
Party agrees to provide reasonable notice of changes in the information necessary
for the transmittal and routing of services using facilities or networks, as well as
other changes that affect the interoperability of those respective facilities or
networks, provided, that, neither Party may change the POC without the written
consent of the other.
8.Two-way local interconnection trunk group(s) shall be established between the
Parties for the exchange of the Local Traffic at the POC. Two-way trunking will
be jointly provisioned and maintained Overflow from either end of the direct
local interconnection trunk group may be alternately routed to the appropriate
access tandem.
Indirect Interconnection:
The Parties agree that all traffic not exchanged via direct interconnection shall be
exchanged by transiting such traffic through third party LEC tandems Each Party
shall be financially and operationally responsible for the entire cost of providing
facilities from its network to the point of interconnection for the exchange of such
traffic.
2. The default point of interconnection shall be the existing meet-point between TDS
TELECOM and the third party tandem operator. Either Party shall be allowed to
establish a different point of interconnection for the calls which that Party
originates, provided that the new point of interconnection does not increase the
cost of transporting or terminating calls for the other Party.
SECTION IV
BILLING
t. Each Party shall bill the other for Local Traffic which the billing Party terminates
to its own customers and which were originated by the billed Party using the
applicable Reciprocal Compensation rates and billing procedures set forth on the
attached Appendix A, which is incorporated by reference For originating and
terminating Non-Local Traffic, each Party shall pay the other TDS TELECOM's
intrastate or interstate, as appropriate, switched network access service rate
elements on a per minute of use basis, which are set out in TDS TELECOM's
applicable Access Services Tariff as those tariffs may be amended from time to
time during the term of this Agreement Any incidental services (e .g. directory
assistance, operator services, etc.) will be billed to CMRS provider at the standard
CW2228127 Page 5 July 2012
rate for those services. Nothing in this Agreement shall be construed to alter or
otherwise affect in any manner the local calling areas offered or the rates charged
by either Party to its end-users. No Intermediary Traffic is to be routed by either
Party over the interconnection service facilities covered under this Agreement for
termination to the other Party. In the event that Intermediary Traffic is routed
over interconnection service facilities covered under this Agreement for any
reason, upon discovery, the terminating Party shall notify the other Party in
writing of the existence of such Intermediary traffic in violation of the terms of
this Agreement. Unless otherwise mutually agreed to by the Parties, such
violation shall be cured within thirty (30) days to avoid immediate termination of
this Agreement for default.
2. Actual traffic measurements in each of the appropriate categories are the preferred
method of classifying and billing traffic. However, recognizing that the Parties
cannot currently measure incidental Non-Local (interMTA) traffic delivered over
local interconnection trunk group(s), the Parties agree to use the InterMTA
percentage set forth in Appendix A as a surrogate method of classifying and
billing traffic. The Parties explicitly recognize that the InterMTA percentage
provided in this Agreement is based on the specific network configuration of the
two Parties, taking into consideration territory served (e.g. MTA boundaries,
LATA boundaries and State boundaries) and traffic routing of the Parties.
Notwithstanding the foregoing, if either Party provides to the other a valid
InterMTA traffic study or otherwise requests a reexamination of the network
configuration of either Party's network, the Parties will use such InterMTA traffic
study or reexamination to negotiate in good faith a mutually acceptable revised
InterMTA percentage. The Parties agree to cooperate in good faith to amend this
Agreement to reflect this revised InterMTA percentage and such revised
percentage will be effective upon amendment of this Agreement. Such studies or
reexaminations will be conducted no more frequently that once annually. Except
for traffic specifically covered by the InterMTA percentage described above, in no
event will either Party seek to terminate Non-Local Traffic, directly or indirectly,
in such a fashion as to make the calls appear as Local Traffic for compensation
purposes.
3. The billed Party shall pay the billing Party for all undisputed charges properly
listed on the bill. Such payments are to be received within thirty (30) days from
the receipt date of the statement. From the effective date of this Agreement, all
charges under this Agreement shall be billed within one year from the time the
charge was incurred.
In the event that a billing dispute occurs concerning any charges billed to one
Party by the other Party, the billed Party must submit, in writing, a documented
claim for the disputed amount. The billed Party will submit all documentation as
may reasonably be required to support the claim. Such documentation and claim
shall jointly constitute the basis for the formal dispute. All formal disputes must
be submitted to the billing Party within three hundred and sixty five (365) days of
receipt of the invoice for the billed services. However, when payment of disputed
charges is withheld by the billed Party, the billed Party shall submit a formal
dispute within forty-five (45) days of the receipt of the invoice for the billed
services. If any undisputed amount due on the bill is not received by the billing
Party before the amount becomes delinquent, the billing Party may charge, and the
billed Party agrees to pay, interest on the past due balance at a rate equal to the
lesser of one percent (1%) per month or the maximum nonusurious rate of interest
under applicable law. Late payment charges shall be included on a subsequent
invoice.
If the dispute is resolved in favor of the billed Party, the billed Party will be
credited by the billing Party with interest on any disputed amounts as have been
paid by the billed Party at the rate of one percent (1%) per month, prorated from
the date the billing Party received payment up to and including the date of refund.
If the dispute is resolved in favor of the billing Party, any payments withheld by
the billed Party, pending settlement of the disputed amount, shall be paid in full
with the next subsequent bill invoice after resolution, plus interest at the rate of
one percent (1%) per month, prorated from the original payment due date up to
and including the date of payment.
If any continuing dispute between the Parties is not resolved within sixty (60) days
after receipt of the formal dispute by the billing Party, or fifteen (15) days after
receipt by the billing Party of the formal dispute where payment is withheld
pursuant to this section, after reasonable attempts by the billed Party representative
and the billing Party representative, the dispute will be referred to the respective
executive responsible for each party's respective obligations under this Agreement.
The executives will negotiate in good faith to resolve the dispute informally within
an additional fifteen (15) days. If the Parties are unable to resolve issues related to
a dispute within the process described above, a Party may (i) bring an action in an
appropriate Federal district court, (ii) file a complaint with the FCC pursuant to
Section 207 or 208 of the Act, (iii) seek a declaratory ruling from the FCC, (iv)
file a complaint in accordance with the rules, guidelines and regulations of the
Commission or (v) seek other relief under applicable law. During the course of
such negotiations, all reasonable requests made by one Party to the other for
information will be honored. Both Parties shall continue performing their respective
obligations under this Agreement while the dispute is being resolved, except to the
extent that such obligations are in dispute, unless and until this Agreement expires
or is terminated in accordance with its terms.
The Parties agree that all negotiations pursuant to this section shall remain
confidential and shall be treated as compromise and settlement negotiations for
purposes of the Federal Rules of Evidence and state rules of evidence.
CW2228127 Page 7 July 2012
3. Taxes. Each Party shall pay or 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 Party. The Providing Party will separately
state all taxable and nontaxable charges on the original invoice for goods or
services provided under this Agreement. The Providing Party will separately state
all taxes, fees, or surcharges on the original invoice for goods or services provided
under this Agreement. All purchases under this agreement are for resale in the
ordinary course of Purchasing Party's business. Purchasing Party shall furnish the
Providing Party a proper resale tax exemption certificate or other documentation
to Providing Party upon request.
SECTION V
OFFICE CODE TRANSLATIONS
It shall be the responsibility of each Party to program and update its own switches
and network systems in accordance with the Local Exchange Routing Guide ("LERG") in
order to recognize and route traffic to the other Party's assigned NXX codes at all times.
Neither Party shall impose any fees or charges whatsoever on the other Party for such
activities, except as expressly set forth in this Agreement.
The Parties shall only assign NPA-NXX codes to Rate Center(s) in which they are
authorized to provide service and either own or lease interconnection and or transport
facilities for the provision of such service. If USCC obtains an NPA-NXX(s) associated
with a TDS TELECOM Rate Center, USCC shall establish either a) a 2A direct
connection to the TDS TELECOM tandem or host serving that Rate Center, b) a 2B
direct connection to the TDS TELECOM end office in that Rate Center, or c) negotiate an
alternative interconnection arrangement to address such traffic.
SECTION VI
INDEPENDENT CONTRACTORS
The Parties to this Agreement are independent contractors. Neither Party is an
agent, representative, or partner of the other Party. Neither Party shall have the right,
power or authority to enter into any agreement for or on behalf of, or incur any obligation
or liability of, or to otherwise bind the other Party. This Agreement shall not be
interpreted or construed to create an association, joint venture, or partnership between the
Parties or to impose any partnership obligation or liability upon either Party.
SECTION VII
LIABILITY
A.
Limited Responsibility. Each Party shall be responsible only for service(s) and
facility(ies) that are provided by that Party, its authorized agents, subcontractors, or others
retained by such Party, and neither Party shall bear any responsibility for the services and
facilities provided by the other Party, its Affiliates, agents, subcontractors, or other
persons retained by such Parties. No Party shall be liable for any act or omission of
another Telecommunications Carrier (other than an Affiliate) providing a portion of a
service.
B.
Apportionment of Fault In the case of any loss arising from the negligence or
willful misconduct, each Party shall bear, and its obligation shall be limited to, that
portion of the losses and resulting expense caused by its negligence or misconduct or the
negligence or misconduct of such Party's Affiliates, agents, or contractors or other
persons acting in concert with it.
C.
Limitation of Damages In no event will either Party have any liability
whatsoever to the other Party for any indirect, special, consequential, incidental or
punitive damages, including loss of anticipated profits or revenue 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,
provided that the foregoing will not limit (i) a Party's obligation under Section VIII to
indemnify, defend and hold the other Party harmless against any amounts payable to a
third person, including any losses, costs, fines, penalties, criminal or civil judgments or
settlements, expenses (including reasonable attorneys' fees) and Consequential Damages
of such third person including any losses, costs, fines, penalties, criminal or civil
judgments or settlements, expenses (including reasonable attorneys' fees) and
Consequential Damages of such third person, or (ii) a Party's liability to the other for
willful or intentional misconduct.
NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, FOR
ANY HARDWARE, SOFTWARE, GOODS, OR SERVICES PROVIDED UNDER
THIS AGREEMENT ALL WARRANTIES, INCLUDING THOSE OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
EXPRESSLY DISCLAIMED AND WAIVED.
SECTION VIII
INDEMNIFICATION
General Indemnity Rights. Each Party (the "Indemnifying Party") will defend and
indemnify the other Party, its officers, directors, employees and permitted assignees
(collectively, the "Indemnified Party") and hold such Indemnified Party harmless against
Any loss to a third person arising out of the gross negligence or willful
misconduct ("Fault") by such Indemnifying Party or the Fault of its employees, agents
and subcontractors, provided, however, that (I) with respect to employees or agents of the
Indemnifying Party, such Fault occurs while performing within the scope of their
employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault
occurs in the course of performing duties of the subcontractor under its subcontract with
CW2228127 Page 9 July 2012
the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such
subcontractor, such Fault occurs while performing within the scope of their employment
by the subcontractor with respect to such duties of the subcontractor under the
subcontract;
Any claims for libel, slander, 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;
Any claims for infringement of patents arising from combining the Indemnified
Party's facilities or services with, or using the Indemnified Party's services or facilitates
in connection with, facilities of the Indemnifying Party; and
Any loss arising from such Indemnifying Party's failure to comply with applicable
law, including the Act or applicable FCC or Commission rule.
Indemnification Procedures. Whenever a Claim for indemnification arises under
this Section, the relevant Indemnified Party, as appropriate, will promptly notify the
Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so
notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that
the Indemnifying Party might have, except to the extent that such failure prejudices the
Indemnifying Party's ability to defend such Claim or loss. The Indemnifying Party will
have the right to defend against such liability or assertion in which event the
Indemnifying Party will give written notice to the Indemnified Party of acceptance of the
defense of such Claim or loss and the identity of counsel selected by the Indemnifying
Party. Until such time as Indemnifying Party provides such written notice of acceptance
of the defense of such Claim or loss, the Indemnified Party will defend such Claim or
loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying
Party, to seek reimbursement for the costs of such defense in the event that it is
determined that Indemnifying Party had no obligation to indemnify the Indemnified
Party for such Claim or loss. The Indemnifying Party will have exclusive right to
control and conduct the defense and settlement of any Claims or losses for which it has
given notice of acceptance of the duty to defend, subject to consultation with the
Indemnified Party. The Indemnifying Party will not be liable for any settlement by the
Indemnified Party unless such Indemnifying Party has approved such settlement in
advance and agrees to be bound by the agreement incorporating such settlement. At any
time, an Indemnified Party will have the right to refuse a compromise or settlement and,
at such refusing Party's cost, to take over such defense; provided that in such event the
Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the
relevant Indemnified Party against, any cost or liability in excess of such refused
compromise or settlement. With respect to any defense accepted by the Indemnifying
Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying
Party in such defense if the Claim or loss requests equitable relief or other relief that
could affect the rights of the Indemnified Party and also will be entitled to employ
separate counsel for such defense at such Indemnified Party's expense. If the
Indemnifying Party does not accept the defense of any indemnified Claim or loss as
provided above, the Indemnified Party will have the right to employ counsel for such
defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to
cause its employees and agents to cooperate with the other Party in the defense of any
such Claim or loss, and the relevant records of each Party will be available to the other
Party with respect to any such defense.
SECTION IX
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, inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation carriers (individually or
collectively, a "Force Majeure Event").
If a Force Maj cure Event shall occur, the Party affected shall give prompt notice
to the other Party of such Force Majeure Event specifying the nature, date of inception
and expected duration of such Force Maj cure Event, whereupon such obligation or
performance shall be suspended to the extent such Party is affected by such Force
Majeure Event during the continuance thereof or be excused from such performance
depending on the nature, severity and duration of such Force Maj cure Event (and the
other Party shall likewise be excused from performance of its obligations to the extent
such Party's obligations relate to the performance so interfered with). The affected Party
shall use its reasonable efforts to avoid or remove the cause of nonperformance and the
Parties shall give like notice and proceed to perform with dispatch once the causes are
removed or cease. Notwithstanding the preceding, no delay or other failure to perform
shall be excused pursuant to this Section: (i) by the acts or omission of a Party's
subcontractors, material, suppliers or other third persons providing products or services to
such Party unless such acts or omissions are themselves the product of a Force Majeure
Event, and unless such delay or failure and the consequences thereof are beyond the
control and without the fault or negligence of the Party claiming excusable delay or other
failure to perform, or (ii) if such Party fails to implement any steps taken to mitigate the
effects of a Force Majeure Event (e.g., disaster recovery plans) in a nondiscriminatory
manner during the period performance is impaired.
Notwithstanding anything herein to the contrary, if any delay or non-
performance described herein exceeds thirty (30) calendar days, the Party owed such
performance will have the right (but not the obligation) to terminate this Agreement
CW2228127 Page ii July 2012
without penalty or liability, other than amounts owed as of the date of termination. Such
termination must be in writing.
SECTION X
NON-DISCLOSURE
The Parties agree that it may be necessary to exchange certain confidential
information during the term of this Agreement including, without limitation, technical
and business plans, technical information, proposals, specifications, drawings,
procedures, orders for services, usage information in any form, customer account data and
Customer Proprietary Network Information ("CPNI") as that term is defined by the
Communications Act of 1934, as amended, and the rules and regulations of the Federal
Communications Commission and similar information ("Confidential Information").
Confidential Information shall include (i) all information delivered in written form and
marked "confidential" or "proprietary" or bearing mark of similar import, and (ii)
information derived by the Recipient from a Disclosing Party's usage of the Recipient's
network The Confidential Information is deemed proprietary to the Disclosing Party and
it shall be protected by the Recipient as the Recipient would protect its own proprietary
information Confidential Information shall not be disclosed or used for any purpose
other than to provide service as specified in this Agreement For purposes of this Section,
the Disclosing Party shall mean the owner of the Confidential Information, and the
Recipient shall mean the Party to whom Confidential Information is disclosed
Recipient shall have no obligation to safeguard Confidential Information (1) which
was in the Recipient's possession free of restriction prior to its receipt from Disclosing
Party, (ii) after it becomes publicly known or available through no breach of this
Agreement by Recipient, (iii) after it is rightfully acquired by Recipient free of
restrictions on the Disclosing Party, or (iv) after it is independently developed by
personnel of Recipient to whom the Disclosing Party's Confidential information had not
been previously disclosed Recipient may disclose Confidential Information if required
by law, a court, or governmental agency. Each Party agrees that Disclosing Party would
be irreparably injured by a breach of this Agreement by Recipient or its representatives
and that Disclosing Party shall be entitled to seek equitable relief, including injunctive
relief and specific performance, in the event of any breach of this paragraph Such
remedies shall not be exclusive, but shall be in addition to all other remedies available at
law or in equity.
SECTION XI
TERM OF AGREEMENT
This Agreement shall commence on the effective date stated on the first page, and
shall have an initial term of one (1) year provided that either Party shall have the right to
terminate this Agreement with or without cause on sixty (60) days notice This
Agreement shall renew automatically for successive one (1) year periods, unless
terminated as provided above.
Notwithstanding the foregoing, either Party may terminate this Agreement, in
whole or in part, in the event of a default by the other Party, provided that the non-
defaulting Party notifies the defaulting Party in writing of the alleged default and the
defaulting Party does not cure the alleged default within thirty (30) calendar days of
receipt of the written notice thereof.
SECTION Xli
DISPUTE RESOLUTION
Except as otherwise provided in this Agreement, any dispute between the Parties
regarding the interpretation or enforcement of this Agreement or any of its terms shall be
addressed by good faith negotiation between the Parties To initiate such negotiation, a
Party must provide to the other Party written notice of the dispute that includes both a
detailed description of the dispute or alleged nonperformance and the name of an
individual who will serve as the initiating Party's representative in the negotiation. The
other Party shall have ten (10) business days to designate its own representative in the
negotiation The Parties' representatives shall meet at least once within forty-five (45)
days after the date of the initiating Party's written notice in an attempt to reach a good
faith resolution of the dispute Upon agreement, the Parties' representative may utilize
other alternative dispute resolution procedures such as private mediation to assist in the
negotiations.
If the Parties have been unable to resolve the dispute within sixty (60) days of the
date of the initiating Party's written notice, either Party may pursue any remedies
available to it under this Agreement, at law, in equity, or otherwise, including but not
limited to, instituting an appropriate proceeding before the Commission.
SECTION XIII
THIRD PARTY BENEFICIARIES
This Agreement is not intended to benefit any person or entity not a party to it and
no third party beneficiaries are created by this Agreement.
SECTION XIV
GOVERNING LAW, FORUM, AND VENUE
To the extent not governed by the laws and regulations of the United States, this
Agreement shall be governed by the laws and regulations of the State of Idaho In the
event of a change in applicable law (including, without limitation, any legislative,
regulatory, judicial or other legal action) that materially affects any material term of this
Agreement, the rights or obligations of either Party hereunder, or the ability of either Party
to perform any material provision hereof, the Parties shall renegotiate in good faith to
CW2228127 Page 13 July 2012
modify such affected provisions as may be required or permitted as a result of such
legislative, regulatory, judicial or other legal action
SECTION XV
ENTIRE AGREEMENT
This Agreement incorporates all terms of the agreement between the Parties, and
supersedes all prior oral or written agreements, representations, statements, negotiations,
understandings, proposals, and undertakings with respect to the subject matter thereof.
This Agreement may not be modified except in writing signed by both Parties This
Agreement is a result of a negotiation between the Parties, and it was jointly drafted by
both Parties.
SECTION XVI
NOTICE
Notices shall be effective when received or within three business days of being
sent via first class mail, whichever is sooner, in the case of USCC to
Business Name: United States Cellular Corporation
Mailing Address: 8410 W. Bryn Mawr Ave., Suite 700
City/State/Zip Code: Chicago, IL 60631-3463
Phone: [phone]
Attention: Mike Dienhart
Business Name: Sidley Austin LLP
Mailing Address: One South Dearborn Street
City/State/Zip Code Chicago, IL 60603
Phone: [phone]
Attention: Steve Fitzell
Bills and payments shall be effective when received or within five (5) business
days of being sent via first class mail, whichever is sooner, in the case of USCC to:
Business Name: United States Cellular Corporation
Mailing Address: P.O. Box 31790
City/State/Zip Code: Chicago, IL 60631-0790

Phone: [phone]

Attention: Telco Billing
or to such other location as USCC may direct in writing.
Notices shall be effective when received or within three (3) business days of being
sent via first class mail, whichever is sooner, in the case of TDS TELECOM to
Business Name:
Mailing Address:
Shipping Address:
City/State/Zip Code:
Attention:
Phone:
With a copy to:
Business Name:
Mailing Address:
City/State/Zip Code:
Attention:
TDS Telecommunications Corporation
P. 0. Box 22995
10025 Investment Drive, Suite 200
Knoxville, TN 37933-0995 (37932 for Shipping)
Carrier Relations
[phone]
TDS Telecom
P. 0. Box 5366
Madison, WI 53705-0366
Legal Affairs
CW2228127 Page 15 July 2012
Bills shall be effective when received or within three (3) business days of being
sent via first class mail, whichever is sooner, in the case of TDS TELECOM to:
Business Name: TDS Telecommunications Corporation
Mailing Address: P.O. Box 5158
City/State/Zip Code: Madison, WI 53705-0158
Attention: Recip Comp Verification
Or may be sent electronically to: [e-mail]
or to such other location as the receiving Party may direct in writing. Payments are to be
sent to the address on the invoice.
USCC shall ensure bills and payments reference the specific TDS TELECOM
company name(s) for which traffic is being billed or paid.
SECTION XVII
ASSIGNMENT
Either Party may assign this Agreement upon the written consent of the other
Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing,
no consent shall be required for the assignment of this Agreement in the context of the
sale of all or substantially all of the assets or stocks of either of the Parties.
Notwithstanding the foregoing, either Party may assign this Agreement or any rights or
obligations hereunder to an Affiliate of such Party without the consent of the other Party.
SECTION XVIII
BUSINESS RECORDS
Each Party is responsible for the accuracy of its data as submitted to the other
Party. Upon reasonable written notice, each Party or its authorized representative shall
have the right to conduct a review of the relevant data possessed by the other Party to
assure compliance with the provisions of this Agreement. The review will consist of any
examination and verification of data involving records, systems, procedures and other
information related to the services performed by either Party as it relates to charges or
payments made in connection with this Agreement. Each Party's right to access
information for a verification review purposes is limited to data not in excess of twenty-
four (24) months old. The Party requesting a verification review shall fully bear its own
costs associated with conducting a review. The Party being reviewed will provide
reasonable access to necessary and applicable information during normal business hours
at no charge to the reviewing Party.
SECTION XIX
MISCELLANEOUS
This Agreement is not an interconnection agreement under 47 USC 251(c). The
Parties acknowledge that TDS TELECOM may be entitled to a rural exemption as
provided by 47 USC 251(f) and TDS TELECOM does not waive such exemption.
TDS Telecommunications Corporation (not individually but as agent for the TDS
Telecom affiliates idenIlflpttnn Annendnc A'
Joel Dohmeier

Director - Regulatory Revenue, Strategy & Compliance
United States Cellular Corporation
sm
Signature (Date)
Printed name and title:
David Fiala
Director Telco Billing, Contract & Number Management
Signature Page to Wireless Interconnection Agreement between TDS
Telecommunications Corp (ID Cos) and United States Cellular Corporation dated
the V t day of July, 2012 relating to the exchange of Local Traffic.
CW2228127 Page 17 July 2012
APPENDIX A
TDS Communications Corp. Subsidiaries and Affiliates
Potlatch Telephone Company
Reciprocal Compensation Rates and Billing Procedures
The Parties shall reciprocally and symmetrically compensate one another for the transport
and termination of Local Traffic terminated to their respective customers at the rates set
forth below:
Indirect and Direct Interconnection $IMOU
USCC and TDS TELECOM: Bill andKeep*
*From July 1, 2012, forward, all non-access telecommunications traffic
exchanged between the Parties shall be exchanged pursuant to a bill-and-keep
arrangement, which means that the originating Party has no obligation to pay
terminating charges to the terminating Party; regardless of any charges the
originating Party may assess its end users.
InterMTA Percentage 0%
In the event of unrecoverable data loss or errors in usage recording, the Parties agree to
pay bills rendered based on estimated usage calculated as an average of the preceding
three (3) month's bills where actual billing data was available.
CW2228127 Appendix A July 2012
Appendix B
Point(s) of Connection
Currently there are no direct points of interconnection between USCC and TDS
Telecommunications' Idaho companies
CW2228 127 Appendix B July 2012
Appendix C
USCOC of Central Illinois, LLC, an Illinois limited liability company
CW2228127 Appendix C July 2012