20020522Application.pdf

TE LE COM
drio"n"Cio,-/970451566 FTelh5 5503665068399
Government and Regulatory Affairs
May16,2002 NEW CASE
Ms.Jean Jewell,Secretary
Idaho Public Utilities Commission OS472W.Washington Street
PO Box 83720
Boise,ID 83720-0074
RE:Case No.V Z.ApplicationdDSTelecommunications Corporation for Approvalof aNegotiatedWirelessInterconnectionAgreementwithVerizonWireless.
Dear Ms.Jewell:
TDS Telecommunications Corporation (TDS)as an agentfor Potlatch TelephoneCompany,Inc.,has entered into a voluntary wireless interconnection agreement
with Verizon Wireless.Eight (8)Copies of the agreementhave been enclosed
for filing with this Commission.
TDS respectfully requests approvalof this agreementas filed.
If you have questionsregarding this agreement,please contact Linda Lowrance
of TDS at [phone].Thank you in advance for your assistance in this
matter.
Sincerely,
Gail M.Long
Manager,External Relations
Enclosure
Cc:Linda Lowrance -TDS Telecom
Mary Bacigalupi --Verizon Wireless
P 7-//-762-0
RECEIVEDWIRELESSINTERCONNECTIONAGREEMENT
TDS TELECOM -IDAHO NY 1 3 ¿Qgg
This Agreement is entered into on March 15,2002,and is effective 00
day of January,2001,by and between TDS Telecommunications Corporation,a U'°°
Delaware corporation ("TDS TELECOM"),as agent for the Idaho corporations listed onAppendixA(collectively,"TDS TELECOM"),and Cellco Partnership,d/b/a VerizonWireless,a Delaware general partnership ("VZW")with respect to and on behalf of theFCCCMRSlicenseesandmarketslistedinAppendixB(Collectively,"VZW").
TDS TELECOM is a local exchange carrier acting through its subsidiarytelephonecompaniesinIdaho.VZW is a commercial mobile radio service carrieroperatinginIdaho.TDS TELECOM and VZW desire to interconnect on an indirectbasisforthepurposeofexchangingtrafficbetweentheparties'customers.ThisAgreementshallnotprecludeTDSTELECOMandVZWfromenteringintoadirectinterconnectionagreementinthefutureifsucharrangementistechnicallyfeasibleandeconomicallybeneficial.
In consideration of the mutual covenants contained in this Agreement,the partiesagreeasfollows.
SECTION I
SCOPE OF AGREEMENTAsusedinthisAgreement,the following terms shall have the meanings specifiedinthisSection."Local Traffic"means the completion of wireless to wireline and wirelinetowirelesscallswhichoriginateandterminatewithinthesameMTAbasedonthelocationofthecellsiteservingthewirelesssubscriberatthebeginningofthecallandthecentralofficeforthelandlineend-user."Major Trading Area"(MTA)means ageographicareaestablishedbyRandMcNally'sCommercial Atlas and Marketing GuideandusedbytheFCCindefiningCMRSlicenseboundariesforCMRSprovidersforpurposesofSections251and252oftheAct."Non-Local Traffic"for which accesschargeswillbeapplicable,means the completion of interMTAcalls based on the locationofthecellsiteservingthewirelesssubscriberandthecentralofficeforthelandlineend-user.
This Agreement shall cover local interconnection arrangements between VZW'snetworkinIdahoandTDSTELECOM's network in Idaho.The exchange of non-localtelecommunicationstrafficbetweenotherportionsofTDSTELECOM'network andVZW's network will be accomplished using the existing toll telephone network.
SECTION II
TRAFFIC EXCHANGEThedefaultpointofinterconnectionshallbeat an appropriate access tandem.Each party shall be responsible for the cost of providing the trunks from its network tothepointofinterconnectionforthecallswhichthatpartyoriginates.Either party shall beallowedtoestablishadifferentpointofinterconnectionforthecallswhichthatparty
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originates,provided that the new point of interconnection does not increase the cost oftransportingorterminatingcallsfortheotherparty.Each party shall bill the other forcallswhichthebillingpartyterminatestoitsowncustomersandwhichwereoriginatedbythebilledparty.Applicable local transport and termination rates and billingproceduresaresetforthontheattachedAppendixA,which is incorporated by reference.The billed party shall pay the billing party for all charges properly listed on the bill.Suchpaymentsaretobereceivedwithinthirty(30)days from the effective date of thestatement.The billed party shall pay a late charge on the unpaid undisputed amounts thathavebeenbilledthataregreaterthanthirty(30)days old.The rate of the late charge shallbethelesserof1.5%per month or the maximum amount allowed by law.The billedpartyshallpaythebillingpartythereasonableamountofthebillingparty's expensesrelatedtocollectionofoverduebills,such amounts to include reasonable attorney's fees.After the initial invoicing of traffic commencing January 1,2001,neither party shall billtheotherfortrafficthatismorethanone(1)year old.
SECTION III
INDEPENDENT CONTRACTORS
The parties to this Agreement are independent contractors.Neither party is anagent,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 obligationorliabilityof,or to otherwise bind the other party.This Agreement shall not beinterpretedorconstruedtocreateanassociation,joint venture,or partnership between thepartiesortoimposeanypartnershipobligationorliabilityuponeitherparty.
SECTION IV
LIABILITY
A.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 providedunderthisAgreement.Each party shall indemnify and defend the other party against anyclaimsoractionsarisingfromtheindemnifyingparty's use of the service provided underthisAgreement,except to the extent of damages caused by the negligence or willfulmisconductoftheindemnifiedparty.
B.
Neither party makes any warranties,express or implied,for any hardware,software,goods,or services provided under this Agreement.All warranties,includingthoseofmerchantabilityandfitnessforaparticularpurpose,are expressly disclaimed andwaived.
C.
The liabilityof either Party to the other Party for damages arising out of failures,mistakes,omissions,interruptions,delays,errors,or defects occurring in the course offurnishinganyservices,arrangements,or facilities hereunder shall be determined inaccordancewiththetermsofapplicabletariff(s)of the party.In the event no tariff(s)apply,the providing Party's liability shall not exceed an amount equal to the pro-ratamonthlychargefortheperiodinwhichsuchfailures,mistakes,omissions,interruptions,delays,errors,or defects occur.Recovery of said amount shall be the injured Party's sole
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and exclusive remedy against the providing Party for such failures,mistakes,omissions,interruptions,delays,errors,or defects.
SECTION V
ATTORNEY'SFEES AND COURT COSTSIfanyactionatlaworinequityisnecessarytoenforceor interpret the terms ofthisAgreement,the prevailing party shall be entitled to reasonable attorney's fees,costs,and necessary disbursements in addition to any other relief to which it may be entitled.
SECTION VI
TERM OF AGREEMENT
A.
Either party may submit this Agreement for approval by the state public servicecommission.This Agreement shall commence on the effective date stated on the firstpage,subject to its approval by the public service commission and shall terminate one (1)year after the effective date.
B.
This Agreement shall renew automatically for successive one (1)year terms,commencing on the termination date of the initial term or latest renewal term.Theautomaticrenewalshalltakeeffectwithoutnoticetoeitherparty,except that either partymayelectnottorenewandterminatebygivingtheotherpartywrittennoticeofitsintentionnottorenewatleastninety(90)days prior to each anniversary date.
Either Party may request for this Agreement to be renegotiated upon theexpirationoftheinitialone(1)year term or upon any termination of this Agreement.Notlaterthan45daysfromthereceiptofinitialrequestforrenegotiations,the Parties willcommencenegotiation,which shall be conducted in good faith.Except in cases in whichthisAgreementhasbeenterminatedforDefaultpursuantto§VI (C),the provisions ofthisAgreementshallremaininforceduringthenegotiationanduptothetimethatasuccessoragreementisexecutedbythepartiesand,to the extent necessary,approved bytherelevantstatecommission.
C.If either Party defaults in the payment of any amount due hereunder,or if either PartyviolatesanyotherprovisionofthisAgreement,and such default or violation shallcontinueforsixty(60)days after written notice thereof,the other Party may terminatethisAgreementandserviceshereunderbywrittennoticeprovidedtheotherPartyhasprovidedthedefaultingPartyandtheappropriatefederaland/or state regulatory bodieswithwrittennoticeatleasttwenty-five(25)days prior to terminating service.
SECTION VII
THIRD PARTY BENEFICIARIESThisAgreementisnotintendedtobenefitanypersonor entity not a party to it andnothirdpartybeneficiariesarecreatedbythisAgreement.
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SECTION VIIIGOVERNINGLAW,FORUM,AND VENUETotheextentnotgovernedbythelawsandregulationsofthe United States,thisAgreementshallbegovernedbythelawsandregulationsoftheStateofIdaho.DisputesarisingunderthisAgreement,or under the use of service provided under this Agreement,shall be resolved in state or federal court in Idaho,the Idaho Corporation Commission ortheFederalCommunicationsCommission.
If any legislative,regulatory,judicial or other governmental decision,order,determination or action,or any change in applicable law,materially affects any materialprovisionofthisAgreement,the rights or obligations of a Party hereunder,or the abilityofaPartytoperformanymaterialprovisionofthisAgreement,the Parties shall promptlyrenegotiateingoodfaithandamendinwritingthisAgreementinordertomakesuchmutuallyacceptablerevisionstothisAgreementasmayberequiredinordertoconformtheAgreementtoapplicablelaw.
SECTION IX
ENTIRE AGREEMENT
This Agreementincorporates all terms of the agreement between the parties.ThisAgreementmaynotbemodifiedexceptinwritingsignedbybothparties,whichmodificationshallbecomeeffective30daysafteritsexecution,unless otherwisemutuallyagreedbytheparties.This Agreement is a result of a negotiation between theparties,and it was jointly drafted by both parties.
SECTION X
NOTICE
Notices shall be effective when received or within three (3)business days ofbeingsentviafirstclassmail,whichever is sooner,in the case of VZW to:
Business Name:Verizon WirelessMailingAddress:2785 Mitchell Drive,MS 7-1City/State/Zip Code:Walnut Creek,CA 94598Attention:Mary Bacigalupi
Contact Phone Number:925/279-6006
Notices shall be effective when received or within three (3)business days ofbeingsentviafirstclassmail,whicheveris sooner,in the case of TDS TELECOM to:
Business Name:TDS TELECOMMailingAddress:P.O.Box 22995
ShippingAddress:9737 Cogdill Road,Suite 230City/State/Zip Code:Knoxville,TN 37933-0995(37932 for shipping)Attention:Carrier RelationsContactPhoneNumber:[phone]
Bills and payments shall be effective when received or within three (3)businessdaysofbeingsentviafirstclassmail,whichever is sooner,in the case of VZW to:
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Business Name:Verizon WirelessMailingAddress:West Area Network
Budgets &Results
15505 Sand Canyon
City/State/Zip Code:Irvine ,CA 92618Attention:Vicki Nguyen
Contact Phone Number:949-286-7940
Bills shall be effective when received or within three (3)business days of beingsentviafirstclassmail,whichever is sooner,in the case of TDS TELECOM to:
Business Name:TDS TELECOM
Mailing Address:P.O.Box 5158
City/State/Zip Code:Madison,WI 53705-0158
Attention:Kris Groth,Local Interconnection
or to such other location as the receiving party may direct in writing.Payments are to besenttotheaddressontheinvoice.
VZW shall ensure bills and payments reference the specific TDS TELECOMcompanyname(s)for which traffic is being billed or paid (see Appendix A for companylist).
SECTION XI
ASSIGNABILITY
Either Party may assign this Agreement upon the written consent of the otherparty,which consent shall not be unreasonably withheld.Notwithstanding the foregoing,no consent shall be required for the assignment of this Agreementin the context of the
sale of all or substantially all of the assets or stock of either of the parties.Notwithstanding the foregoing,either Party may assign this Agreement or any rights orobligationshereundertoanaffiliateofsuchPartywithouttheconsentoftheotherParty.
SECTION XII
MISCELLANEOUS
This Agreement has been reached pursuant to 47 USC 251(a)and 251(b)5.TDSTELECOMisqualifiedfortheruraltelephonecompanyexemptionpursuanttoSection251(f)of the Telecommunications Act of 1996 and does not waive such exemption.
SECTION XIII
NONDISCLOSURE OF PROPRIETARY INFORMATION
The parties agree that it may be necessary to exchange certain confidentialinformationduringthetermofthisAgreementincluding,without limitation,technicalandbusinessplans,technical information,proposals,specifications,drawings,procedures,orders for services,usage information in any form,customer account dataandCustomerProprietaryNetworkInformation("CPNI")as that term is defined by theCommunicationsActof1934,as amended,and the rules and regulations of the FederalCommunicationsCommissionandsimilarinformation("Confidential Information").
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Confidential Information shall include (i)all information delivered in written orelectronicformandmarked"confidential"or "proprietary"or bearing mark of similarimport;or (ii)information derived by the Recipient from a Disclosing Party's usage of theRecipient's network including customer account data and CPNI.Information disclosedorallywillnotbeconsideredConfidentialInformationunlessDisclosingPartyadvisesRecipientpriortodisclosurethatsuchinformationisConfidentialInformationandsuchinformationisreducedtowritingbytheDisclosingPartyanddeliveredtotheRecipientwithin72hoursofdisclosure.The Confidential Information is deemed proprietaryto theDisclosingPartyanditshallbeprotectedbytheRecipientastheRecipientwouldprotectitsownproprietaryinformation.Confidential Information shall not be disclosed or usedforanypurposeotherthantoprovideserviceasspecifiedinthisAgreement.ForpurposesofthisSectionXIII,the Disclosing Party shall mean the owner of theConfidentialInformation,and the Recipient shall mean the party to whom ConfidentialInformationisdisclosed.
Information will not be deemed Confidential Information and the Recipient shallhavenoobligationtosafeguardConfidentialInformation(i)which was in the Recipient'spossessionfreeofrestrictionpriortoitsreceiptfromDisclosingParty,(ii)after itbecomespubliclyknownoravailablethroughnobreachofthisAgreementbyRecipient,(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 theDisclosingParty's Confidential information had not been previously disclosed.RecipientmaydiscloseConfidentialInformationifrequiredbylaw,a court,or governmentalagencyprovidedtheRecipientshallgiveatleastthirty(30)days notice (or such lessertimeasmaybesufficientbasedonthetimeoftherequest)to the Disclosing Party toenabletheDisclosingPartytoseekaprotectiveorder.Each party agrees that DisclosingPartywouldbeirreparablyinjuredbyabreachofthisAgreementbyRecipientoritsrepresentativesandthatDisclosingPartyshallbeentitledtoseekequitablerelief,including injunctiverelief and specific performance,in the event of any breach of thisparagraph.Such remedies shall not be exclusive,but shall be in addition to all otherremediesavailableatlaworinequity.
By:TDS Telecommunications Corporation,as agent for the Idaho corporationslistedopdixA
Signature /ate)
Printed name and title:
Louis D.Reilly III
Director -Carrier Relations
Signature Page (I of 2)to Wireless InterconnectionAgreement entered into onMarch15,2002 between TDS Telecommunications Corporation (Idaho Cos.)andCellcoPartnershipd/bla Verizon Wireless relating to the exchange of Local Traffic.
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By:Cellco Partnership,dba Verizon Wireless
Si ature (date)
Printed name and title:
Edward A.Salas
Staff Vice President-Network Planning
CommNet Cellular License HoldingLLC d/bla Verizon WirelessBy:Cellular Inc.°cial Corporation,Its Sole Member
Signature (date)
Printed name and title:
Robert F.Swaine
Vice President Network -West Area
Idaho 6-Clark Limited Partnership d/bla Verizon WirelessBy,Its ManagingAgent
Signature (date)
Printed name and title:
Robert F.Swaine
Vice President Network -West Area
Signature Page (2 of 2)to Wireless InterconnectionAgreement entered into onMarch15,2002 between TDS Telecommunications Corporation (Idaho Cos.)andCellcoPartnershipd/bla Verizon Wireless relating to the exchange of Local Traffic.
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APPENDIX A
Local Transportand Termination Rates and Billing Procedures
The parties shall reciprocally and symmetricallycompensate one another for local traffic
terminated to their respective customers at the rates set forth below:
VZW and TDS TELECOM:$/MOU
Potlatch TelephoneCompany,Inc.$0.01595
TDS TELECOM will obtain a monthlytraffic distribution report from the tandem
operator summarizing traffic originated by VZW and terminating to TDS TELECOM.
This report information will be used by TDS TELECOM for billing VZW for traffic
terminating to TDS TELECOM.VZW may obtain a monthlytraffic distribution report
from the tandem operator summarizing traffic originated by TDS TELECOM and
terminated to VZW.This report information may be used by VZW for invoicing TDS
TELECOM for terminating traffic to VZW.
If VZW elects not or is unable to order a traffic report from the tandem operator,the
parties agree to the followingprinciples for billingterminating usage to one another:
1.TDS TELECOM will bill for 100%of the traffic originated by VZW and terminated
to TDS TELECOM.
2.VZW will calculate estimated TDS TELECOM terminating traffic to VZW using thefollowingformula:from January 2001 until termination,VZW will bill TDS
TELECOM based on the MOUs in 1.above,divided by 0.70 (seventypercent).The
total of the calculation will then be multiplied by 0.30 (thirty percent)to determine
the traffic originated by TDS TELECOM and terminated to VZW.
The parties agree to revise these factors,semi-annually,based upon traffic studies
conducted.
Either party may bill on a monthlyor quarterly basis.
The parties agree to accept the monthlytraffic distribution report from the tandem
operator as an accurate statement of traffic exchanged between the parties.Either party
may perform an audit of the other party's billinginformation related to terminating
minutes of use of the billed party.The parties agree that such audits will be performed no
more than one time per calendar year.Each party shall bear its own expenses associated
with such audit.The audits shall be conducted on the premises of the auditedparty during
normal business hours.
Either party may elect to measure terminating local traffic through its own recording
equipment and utilize these measurements in place of the traffic distribution reports from
the tandem operator.
Transport and termination of non-local traffic will be billed per applicable access tariff or
comparable rates where a tariff does not exist.
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Page 1
APPENDIX BFCCandCMRSLicensees and Markets
LicenseeService Market Name
CommNet Cellular License Holding LLC Idaho 5 -Butte
Idaho 6-Clark Limited Partnership Idaho 6-Clark
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