20140212Amendment.pdf

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February 6,2014
Ms. Jean Jewell, Secretary
ldaho Public Utilities Commission
472 W . Washington Street
PO Box 83720
Boise, lD 83720-0074
RE: case No. P?T-T- OZ-o I
Request for Approval of Negotiated Wireless Traffic Exchange Agreement
between TDS Telecommunications Corporation and Sprint Spectrum L.P.
Dear Ms. Jewell:
TDS Telecommunications Corporation (TDS) as an agent for Potlatch Telephone
Company, Inc., has entered into a new wireless traffic exchange agreement with
Sprint Spectrum L.P. This filing replaces the agreement approved in Case No.
POT-T-02-1. 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.
lf you have questions regarding this agreement, please contact Jenni White of
TDS at [phone] or myself at [phone]. Thank you in advance for
your assistance in this matter.
Sincerely,
llc-----* =l-\^----
Gail M. Long
Manager, State Government Affairs
Enclosure
Cc: JenniWhite - TDS Telecom
Ellen Fuller - Sprint Spectrum
:, 'g .-. l A
CASE RECPENED
PO BOX 1566
OREGON C|TY, OR 9704s-1s66
OFFICE: 5O3.656.8399
FAX: [phone]
COryIMERCIAL MOBILE RADIO SERVICE AGREEMENT
Tps rpLECoM - qPBINT SPECTRIIM r.p.
This Commercial Mobile Radio Service Agreement (the "Agreement") is made
effective on the 25th day of January 20t4, between the TDS Telecommunications
Corporation subsidiaries or affiliates identified on Appendix A (collectivelS "TDS
TELECOM"), and Sprint Spectrum L.P., a Delaware limited partnership, with offices at
6200 Sprint Parkway, Overland Parh KS 66251 and their affiliates that provide
Commercial Mobile Radio services (collectively, "Sprint"). TDS TELECOM and Sprint
are each individually a"Partt''and are together the "Parties" to this Agreement.
TDS TELECOM is a Local Exchange Carrier in tdaho, Sprint is a Commercial
Mobile Radio Service carrier licensed by the FCC to operate in the state of Idaho. TDS
TELECOM and Sprint desire to interconnect their networks for the purpose of
exchanging Commercial Mobile Radio Service to Wireline and Wireline to Commercial
Mobile Radio Service voice traffic ('Traffic") between the Parties' customers.
ln consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows.
SECTION I
DEFINITIONS
i'O"""r, Reciprocal Compensation Traffic" is as defin ed in 47 C.F.R. $ 51.903(h).
2, o'Act" means the Communications Act of t934 (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.
"Commercial Mobile Radio Service ("CMRS") is as defined at 47 C.F.R. $ 20.3
and FCC orders in effect as of the date of this Agreement.
"Commission" is the Idaho Public Utilities Commission.
*FCC" is the Federal Communications Commission.
1.
3.
4.
5.
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6. "fnterconnection" is as described in the Act and FCC's Rules.
7. *Intermediary Traffic" is taffic 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 thc
other Party.
8" "Local Access and Transport Area or ("LATA") is defined at 47 U.S.C.
$ ls3(2s).
9. "Local Exchange Carried'or ("LEC") is defined at 47 U.S.C. $ 153(32).
10. "Non-Access Telecommunications Traffic" is as defined in 47 C.F.R.
$ s1.701(bx2).
11. "Major Trading Area" or ("MTA") means the service areas based on the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123d edition, at pages 38-
39. 47 C.F.R. 52a.202(a).
12. "Mobile Switching Center" or ("MSC") is a switching facility that performs the
switching for the routing of calls among its "CMRS" subscribers and subscribers
in other "CMRS" or landline networks. The MSC is used to connect and switch
trur* circuits within the "CMRS" network and between the. "CMRS" network
and the public switched network for "CMRS" ffaffic by a CMRS provider.
13. "Point of Connection" ("POC') means that mutually agreed upon, technically
feasible point of demarcation where the parties directly interconnect their
networks, and where the exchange of Traffic takes place. o'Telecommunications
Carrier" is defined at 47 U.S.C. $ 153(51).
14. "Wireline" is telecommunications services provided by TDS TELECOM or other
Non-CMRS Telecommunications Carrier.
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SECTION II
SCOPE OF AGREEMENT
This Agreement is intended, inter alia, to describe and enable 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 sets forth the terms, conditions, and rates under which the Parties
agree to interconnect the Sprint CMRS network and the network of TDS TELECOM for
purposes of mutually exchanging '"Traffic" which is defined as consisting of Access
Reciprocal Compensation Traffic and Non-Access Telecommunications Traffic. The
Interconnection affangements described herein will not be used by either Party to
terminate other tlpes of traffic on the network of the other Party.
Execution of this Agreement do.s 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.
SECTION III
INTERCONNECTION
D irecJ Interoonnection :
["At Sprint's request and subject to the technical capability, facility availability and
the location of the Parties' switches, various Wireless Interconnection and
services arrangements may be possible.
Type 28 Interconnection Service provides a trunk-side connection, with the POC
at a TDS TELECOM host or end-office. Type 28 lnterconnection Service
provides the ability to reach the TDS TELECOM customers served via the host
and rEmote or subtehding end-offices (if any). It'is used only for the exchangb of
Traffic between Sprint and TDS TELECOM.
)
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3.Network Edge [nterconnection Savice, as used in this Agreement, provides a
trunk connection, with the POC at a location on TDS TELECOM's network
between TDS TELECOM's switch and Sprint's switch. Network Edge
Interconnection Service is available in accordance with 20 C.F.R $20.11(a),
Network Edge Interconnection Service provides the ability to reach the TDS
TELECOM customers served by tandern, host and remote, or subtending end
offices that can be served by TDS TELECOM through that location.
Type 28 or Network Edge Interconnection Service may be optioned for common
channel signaling service using Signaling Systern 7 (CCS7) protocols.
Interconnection facilities are ordered using uniform order request forms. All
service requests must be submitted on an industry standard ordering document.
When directly connecting, each Party shall provide its own facilities and transport
for the delivery of Traffic from its switch to the POC. Alternatively, Sprint may
purchase required facilities from a third party or from TDS TELECOM to connect
its switch to the POC. Where two-way facilities are used for the exchange of
Traffic, each Party shall be financially and operationally responsible for the
facilities on their respective sides of the POC.
The POC(s) between TDS TELECOM and Sprint are defined in Appendix C,
which is incorporated by reference. This Agreement shall not preclude TDS
TELECOM and Sprint from entering into additional direct interconnection
affangements in the future if such arrangements are technically feasible and
economically benefi cial.
Each Party shall conskuct, equip, maintain and operate its network in accordance
with generally accepted errgineering 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.
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
4_
5.
6.
7-
8.
cw2317464 Page 4
9,
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 iuteroperability of those respective facilities or
networks; provided, that, neither Party may change the POC without the written
consent of the other.
Either Party may, at its option" install a one-way interconnection facility to the
other Party for the termination of its Traffic. The Parties may agree that two-way
interconnection facilities and trunk group(s) may be established between the
Parties for the exchange of Traffrc at the POC. Two-way trunking will be jointly
provisioned and maintained. Overflow from either end of the direct
interconnection tnrnk Soup may be alternately routed to the appropriate tandem.
Nothing in this Agreement shall prohibit Sprint from enlarging its CMRS network
through management contracts with third parties for the construction and
operation of a CMRS system under the Sprint spectrum and license. Traffic
originating or terminating on such extended networks shall be subject to the terms
and conditions of this Agreement.
Nothing in this Agreement shall prohibit the Parties from negotiating additional
terms and conditions for use of direct interconnection facilities for the mutual
exchange of other t)?es of telecommunications traffic. However, use of the direct
interconnection facilities in any manner other than as contemplated by this
Agreement shall only occur by mutual agreement of the Parties and shall be
documented by an Amendment to this Agreement prior to such use.
10.
I t.
Indirect Interconnectionl
cw231,7464 Page 5
2.
1," Traffic may be exchanged indirectly by the use of one or more third party
networks to which each Party is attached. No charges shall be assessed to the
terminating Party by the Party whose network originates a call delivered
indirectly.
l.
SECTION TV
BILLING
The Parties agree to exchange Non-Access Telccommunications Traffic on a Bill-
and-Keep basis. Bill-and-Keep arrangernents are those in which carriers
exchanging telecommunications taffic do not charge each other for specific
transport and/or termination functions or services.
The Parties agree that charges for Access Reciprocal Compensation Traffic shall
be as required by the FCC's Rules and Orders, and Applicable tariffs of each
Party. In the event that Intermediary Traffic which is Access Reciprocal
Compensation Traffic subject to tariffed charges under the FCC's Inter-carrier
compensation rules is routed over interconnection serviee facilities for any reason,
the Party delivering the Intermediary Traffic agrees that it will pay the applicable
access compensation to the terminating Party for any and all such traffic as if .it
were the originating carrier.
Actual traffic measurements in each of the appropriate categories are the preferred
method of classiffing and billing traffic. However, recognizing that the Parties
cannot currently measure incidental InterMTA Traffic routed over Interconnection
facilities, the Parties agree to use the InterMTA percentage set forth in Appendix
B as a surrogate method of classiffing 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, and State boundaries) and haffic routing of
the Parties. Notwithstanding the foregoing, if either Party provides to the other a
J.
cw23r7464 Page 6
4.
valid InterMTA traffic study or otherwise requasts 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
percortage will be effective upon amendment of this Agreement. Such studies or
reexaminations will be conducted no more frequently that once annually. In no
event will either Party seek to terminate Access Reciprocal Compcnsation Traffic,
directly or indirectly, in such a fashion as to make the calls appear as Non-Access
Telecommunications Traffi c for compensation pulposes.
The billed Party shall pay the billing Party for all charges not disputed and
properly listed on the bill by the due date shown on the statement. The billed
Party shall pay alate charge on any undisputed charges that have been billed that
are greater than thirry (30) daf old. The rate of the late charge shall be the lesser
of l.SYo per month or the maximum amount allowed by law.
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 agreernent are for resale in the
ordinary course of Purchasing Party's business. Purchasing Party shall furnish the
Providing Party a proper resale tax exe,nrption certificate or other documentation
to Providing Party upon request.
5.
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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 traffrc to the other ParVs 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.
Sprint shall maintain at least one POC in each LATA in which it obtains
numbering resources or provides service through the use of ported numbers, or shall be
connected to a third party carrier that is (i) in the LATA, and (ii) to which TDS
TELECOM is connected. In either case the mutual POC for purposes of financial
responsibilitywill be in each LATA.
In such cases, when more than one carrier is involved in completing the call, the
N-l carrier has the responsibility to determine if a query is required, to launch the query,
and to route the call to the appropriate switch or network in which the telephone number
resides.
For purposes of this Agreement, the Parties agree to fuIfilI their N-l carrier
responsibilities and perform queries or1 calls to telephone numbers lvith portable NXXs.
SECTION VI
INDEPENDENT CONTRACTORS
The Parties to this Agreernent are independent contractors. Neither Party is an
agent, representative, or parhrer of the other Party. Neither Party shall have the right,
polyer 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.
cw23t7464 Page 8
l.
SECTION \rII
LIABILITY
Neither Party nor any of their affiliates shall be liable for any incidental,
consequential or special damages arising from the other Party's use of service
provided under this Agreement. Each Party shall indemnif, and defend the other
Party against any claims or actions arising from the indemniffing Party's use of
the service provided under this Agreement, except for damages caused by the sole
recklossness of the indemnified Party.
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 waivod.
SECTION VIII
INDEMNIFICATION
Each Par{y (the "IndemniSing Party") shall indemnifr and hold harmless the other
Party ('Indemnified Party") from and against any loss, cost, claim, liability, damage
expense (including reasonable attorney's fees) to third parties, relating to or arising out of
the libel, slander, invasion of privacy, misappropriation of a name or likeness, negligence
or willful misconduct by the Indemniffing Party, its employees, agents, or contractors in
the performance of this Agreement or the failure of the Indemnifoing Party to perform its
obligations under this Agreement. In the evsnt said loss, cost, claim, liability, damage or
expense to third parties is the result of the fault, in whole or in part, of both Parties to this
Agreement, the Parties shall be entitled to indemnification or contribution to the extent
permitted by applicable state law goveming the apportionment, if any, of said loss, cost,
claim, liability, damage or expense. In addition, the Indemnifring Party shall, to the
extent of its obligations to indemniff hereunder, defend any action or suit brought.by a
third party against the Indemnified Party.
2.
cw23r7464 Page9
The Indemnified Party shall (i) notiff the Indemniffing Party promptly in writing
of any wriffen claims, lawsuits, or demand by third parties for which the Indemnified
Party alleges that the Indemniffing Party is responsible under this Section and (ii) tender
the defense of such claim,lawsuit or demand to the Indemniffing Party. The lndemnified
Party also shall cooperate in every reasonable manner with the defense or settlement of
such clairn, demand, or lawsuit. The Indemniffing Party shall keep the Indemnified Party
reasonably and timely apprised of the status of the claim, demand or lawsuit. The
Indemnified Party shall have the right to retain its own counsel, at its expense, and
participate in but not direct the defense.
The lndemniffing Party shall not be liable under this Section for settlements or
compromises by the lndemnified Party of any claim, demand, or lawsuit unless the
Indemniffing Party has approved the settlement or compromise in advance or unless the
defense of the claim, dernand, or lawsuit has been tendered to the Indemniffing Party in
writing and the tndemnifring Party has failed to promptly undertake the defense.
SECTION IX
FORCE MAJEURE
Neither Party shall be held liable for any delay or failure in performance of any
part of this Agreement from any calrse beyond its control and without its fault or
negligence, such aS acts of God, acts of civil or military authority, embargoeS, epidemics,
war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, power blackouts, or unusually severe weather. In the event of any such excused
delay in the performance of a Party's obligation(s) under this Agreement, the due date for
the performance of the original obligation(s) shall be extended by a term equal to the time
lost by reason of the delay. In the event of such delay, the delaying Party shall perform its
obligations at a performance level no less than that which it uses for its own operations.
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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 1.934, as amended, and the rules and regulations of the Federal
Communications Commission and similar information ("Confidential tnformation").
Confidential lnformation 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 lnformation shall not be disclosed or used for any purpose
other than to provide seruice 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 (i) 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
cw2317464 Page 1 1
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 (l) year unless earlier terminated as provided for in this
Agreement. This Agreement shall renew automatically on a month to month basis, unless
terminated as provided below.
The Parties agree to implement the Non-Access Telecommunications Traffic
provision of Section IV. Billing, Paragraph I of this Agreement as of July l, 2012 in
accordance with the "FCC' USF/ICC Transformation Order FCC I 1- l 6 I .
Either Party may terminate this agreement after the initial term by providing the
other Party ninety (90) days written notice. Upon receipt of termination notice,
renegotiation may be requested by either Party and in such case the terms of this
agreement will remain in effect until the earlier of the date when a new agreement
becomes effective, or the date when all relevant time periods and extensions of such
periods for negotiation and/or arbitration pursuant to 47 U.S.C.9252 passes with no new
agreement having become effective.
Notwithstanding the foregoing either Party may terminate this Agreement, in the
event of a default by the other Party, provided that the non-defaultitgParty notifies the
defaulting Pafiy in writing of the alleged default and the defaulting Party does not cure
the alleged default within thirty (30) calendar days of receipt ofthe written notice thereof.
SECTION XII
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
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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 agreemenl the Parties' representatives 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 ninety (90) days of
the date of the initiating Party's written notice, either Party may pursue any remedy
pursuant to law, 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 partybeneficiaries are created by this Agreement.
SECTION XIV
GOVERNING LAW, CHANGE OF LAW, A ID VENUE
This Agreement shall be govemed by and construed in accordance with the Act
and the State Commission's and FCC's Rules and Regulations, except insofar as state law
may control any aspect of this agreement, in which case the domestic laws of the state in
which service is being provided, without regard to its conflict of laws principles, shall
govern.
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
cw23t7464 Page 13
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
modiS 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 Agreernent 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
In the event any notices are required to be sent under the tenns of this Agreement,
they may be sent by mail and are deemed to have been given on the date received. Notice
may also be affected by personal delivery or by overnight courier, and will be effective
upon receipt. Notice may also be proyided by facsimile, which will be effective on the
next business day following the date of transmission; provided, however, notices to a
Party's 24-hour maintenance contact number will be by telephone and/or facsimile and
will be deemed to have been received on the date transmitted. The Parties will provide
the appropriate telephone and facsimile numbers to each other.
Unless otherwise specifically provided in this Agreement, notice will be directed
as follows for Sprint:
Businqss Name:
Mailstop:
Shipping Address:
cw2317464
Sprint Corporation
KSOPHC0106- 1A153
6240 Sprint Parkway
Page 14
CitylState/Zip Code: Overland Park, KS 66251
Attention: Rick Ratliff, Director, Switched Access Planning
With a copyto:
Business Name: Sprint
Attn: LegallTelecomManagementGroup
Shipping Address: PO Box 7966
CitylStatelZip Code: Overland Pmk, KS 66207-0966
For overnight delivery only: LegaUTelecom Management Group
Mailstop: KSOPHNO3I2-3A318
Shipping Address: 6450 Sprint Parkway
Citylstate/Zip Code: Overland Park, KS 66251
Phone: [phone]
Bills and payments shall be effective when received:
Business Name: Sprint
Acce.ss Verification
6500 Sprint Parkway
Mailstop: KSOPHLO412
Overland Park, KS 66251
or to such other location as Sprint may direct in writing.
Notices shall be effective when received or within three (3) business dap of being
seirt via first class mail, whichever is sooner, in the case of TDS TELECOM to:
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BusinessName: TDSTelecommunicationsCorporation
Mailing/Shipping Address: 10025 Investment Drive, Suite 200
citlstaterzf, ffiff::J"'
Phone: [phone]
With a copy to:
BusinessName: TDSTelecommunicationsCorporation
Mailing Address: P. O. Box 5366
Citylstatelzip Code: Madison, WI 53705-0366
Attention: Legal Affairs
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:
BusinessName: TDSTelecommunicationsCorporation
MailingAddress: P,O. Box 5158
City/State/Zip Code: Madison, WI 53562, WI 53562-0988
Attention: Recip Comp Verification
Email: [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.
Sprint shall ensure bills and payments reference the specific TDS TELECOM
company name(s) or BANs 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 foregoingi,
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.
CW2317464 Page 16
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.
The effectiveness of an assignment shall be conditioned upon the assignee's written
assumption of the rights, obligations, and duties of the assigning Party.
SECTIONXVUI
Each Party is responsible for the accuracy of its data as submitted to the other
Party. Upon no less than sixty (60) days advance written notice, either Party may conduct
an audit of the other Party's books and records pertaining to the services provided under
this Agreement not more than once per twelve (12) month period to evaluate the other
Party's accuracy of billing, data and invoicing in accordance with this Agreement. Any
audit shall be performed as follows: (a) subject to the reasonable scheduling
requirements and limitations of the audited P*ty, (b) at the auditing Party's sole expense,
(c) of a reasonablo scope and duration, (d) in a manner so as not to interfere with the
audited Party's business operations, and (e) in compliance with the audited Party's
security rules.
SECTION XIX
By voluntarily entering into this Agreement, neither Party is conceding that any
of the tErms herein could have bccn ordered by the Commission in an arbitration
governed by Section 252(c) of the Act. To the contrary each Party has voluntarily agreed
to numerous terms "without regard to the standards set forth in subsections (b) and (c) of
section 251 of [the Act]."
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The Parties acknowledge that TDS TELECOM may be entitled to a rural
exemption as provided by 47 U.S.C. 251(f) and TDS TELECOM does not waive such
exemption.
TDS Telecommunications Corporation (not individually but as agent for the TDS
Printed name and title:
Rick D. Ratliff
Director, Switched Access Planning
Signature Page to CMRS Agreement between TDS Telecommunications Corp. (ID Cos)
and Sprint Spectrum, L.P., dated the 25th day of January 2014,
on Appendix A)
Printed name and title:
Joel Dohmeier
Director - Regulatory Revenue, Strategy & Compliance
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AppendiT A
TDS Communlcadons Corp. Subsldlaries and Affiliates
Potlatch Telephone CompanS Inc.
As of the date of this agreement, TDS TELECOM represents and warrants that each of
the above entities operates as an incumbent local exchange canier, and a rate-of-return
regulated rural telephone dompany as defined in 47 C.F.R. $ 51.5.
cw23t7464 Appendix A
Aonendix B
InterMTA Percentage
Mobile to Land
Measurement and Billins:
Where Traflic is exchanged via direct interconnection between the Parties, each
Party shall measure terminating traf,Ec and use such measurement for billing purposes
according to this Agreement.
Where Traftic is exchanged between the Parties indirectly via a third party
tandem, TDS TELECOM may obtain usage records or a monthly traffic distribution
report from the tandem operator summarizing traffic originated by Sprint and terminating
to TDS TELECOM. This report information shall be used byTDS TELECOM forbilling
Sprint applicable charges for Traffic terminating to TDS TELECOM. Sprint shall
measure the taffic originated by TDS TELECOM and terminated to Sprint through its
own recording equipment for billing TDS TELECOM applicable charges for Traffic
terminating to Sprint.
In the event of unrecoverable data loss or errors in usage recording Sprint agrees
to receive and pay bills rendered based on estimated usage calculated as an average of the
preceding three (3) months'bills where accurate trafific data was available.
0%
QW2317464 Appendix B
No direst interconnection at this time.
Appendix C
Point(s) of Connection
cw2317464 Appendix C