20051020Application.pdf

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September 22 , 2005
Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
PO Box 83720
Boise, ID 83720-0074
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RE:Case No. ~S-
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Application of TDS Telecommunications Corporation for Approval of a
Negotiated Wireless Traffic Exchange Agreement with Cingular Wireless.
Dear Ms. Jewell:
TDS Telecommunications Corporation (TDS) as an agent for Potlatch Telephone
Company, Inc., has entered into a voluntary wireless traffic exchange agreement
with Cingular Wireless. 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 Lowrance
of TDS at [phone] or myself at [phone]. Thank you in advance for
your assistance in this matter.
Sincerely,
DCJ~
----
Gail M. Long
Manager, External Relations
Enclosure
Cc:Linda Lowrance TDS Telecom
Susan Riley - Cingular Wireless PO BOX 1566
OREGON CITY, OR 97045- 1566
OFFICE: 503.656,8399
FAX: 503,656.8660
CEI\l
SEP 1 4 2005
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WIRELESS TRAFFIC EXCHANGE AGREEMENT
Between
TDS TELECOMMUNICATIONS CORPORATION
And
CINGULAR WIRELESS LLC
Dated June 1, 2005
CINGULAR Final ill Page 1 June 1 2005
WIRELESS TRAFFIC EXCHANGE AGREEMENT
Idaho
This Wireless Traffic Exchange Agreement (the "Agreement") is made effective
on the 1 st day of June, 2005, between the TDS Telecommunications Corporation
subsidiaries or affiliates identified on Appendix A (collectively "TDS TELECOM"), and
Cingular Wireless LLC, on behalf of New Cingular Wireless PCS, LLC, a Delaware
corporation, with offices at Glenridge Highlands Two, 5565 Glenridge Connector
Atlanta, GA 30342 ("Cingular
).
TDS TELECOM and Cingular are each individually a
Party" and are together the "Parties" to this Agreement.
TDS TELECOM is an authorized Incumbent Local Exchange Carrier and
Cingular is a Commercial Mobile Radio Service carrier licensed by the FCC to operate in
the state of Idaho. TDS TELECOM and Cingular desire to interconnect their networks
for the purpose of exchanging traffic between the Parties' customers. Services providedby TDS TELECOM to Cingular under this Agreement are provided pursuant to
Cingular s role as a CMRS provider.
In consideration of the mutual covenants contained in this Agreement, the Partiesagree as follows.
SECTION I
DEFINITIONS
Act" means the Communications Act of 1934 (47 U.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.
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.
Commission" means the state administrative agency to which the United States
Congress or state legislature has delegated authority to regulate the operations of
Local Exchange Carriers ("LECs ) as defined in the Act.
FCC" is the Federal Communications Commission.
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 telephone exchange service traffic and
exchange access traffic.
CINGULAR Final Page 1 June 1 , 2005
Interexchange Carrier" or ("IXC") means a carrier that provides or carrIes
directly or indirectly, InterLATA service or IntraLATA Toll Traffic.
InterLA T A Service" means telecommunications between a point located in alocal access and transport area and a point located outside such area.
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.
Local Access and Transport Area" or ("LATA") as described in the Act denotes
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.
10.Local Exchange Carrier" or ("LEC") means any entity that is engaged' in theprovision of telephone exchange service or exchange access. Such term does not
include an entity insofar as such entity is engaged in the provision. of
commercial mobile service under Section 332(c) of the Act, except to the extent
that the FCC finds that such service should be included in the definition of such
term.
11.Local Traffic for inter-carrier compensation purposes, means Wireless to
Wireline and Wire line to Wireless calls which originate and terminate within the
same MT A 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. The
Parties acknowledge that some of the Cingular OCN s currently cannot measure
traffic based on cell site sector.
12.Major Trading Area" or ("MT A") means the service areas based on the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123rd edition, at pages 38-
39. 47 C.R. 924.202(a).
13.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.
14.Non-Local Traffic" for inter-carrier compensation purposes, means Wireless to
Wireline and Wireline to Wireless calls which originate and terminate in different
MT As 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. TheParties acknowledge that Cingular currently cannot measure interMT A trafficbased on cell site sector.
CINGULAR Final Page 2 June 1, 2005
15.Point of Connection" or ("POC") is a physical location where Cingular is
interconnected (directly or indirectly) with TDS TELECOM.
16.Rate Center" as defined by 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.
17.Telecommunications Carrier means any provider of telecommunications
services as defined in the Act.
18.Wireless is telecommunications services provided by CMRS carrier in
accordance with its CMRS licensees).
19.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 Cingular, only in association with CMRS
services and compensation for the exchange of traffic between TDS TELECOM and
Cingular for the purpose of offering telecommunications services. The Interconnection
and compensation covered by this Agreement applies only to the exchange of traffic
between Cingular subscribers and TDS TELECOM end-users associated with the
provision of two-way services. The Wireless Interconnection arrangements described
herein will not be used by Cingular to terminate other types of traffic on TDS
TELECOM's network. Other Interconnection arrangements are covered by separate
contract, tariff or price lists.
SECTION III
INTERCONNECTION
Direct Interconnection:
At Cingular s request, TDS TELECOM and Cingular will physically interconnect
their facilities at a TDS Telecom office or another mutually agreed upon Point of
Connection at a technically feasible point on TDS Telecom s network, and
interchange traffic between their respective customers. Such interconnection will
be in accordance with the service, operating and facility arrangements set forth
hereunder.
Depending upon Cingular s needs and the technical capability and location of
TDS TELECOM's switches, various Wireless Interconnections and services
CINGULAR Final Page 3 June 1 , 2005
arrangements are possible. Wireless Interconnection and service arrangements are
described in Bellcore GR-145-CORE and Telcordia Notes on the Networks, SR-
2275.
Type 2A Interconnection Service provides a trunk-side connection between a TDS
TELECOM host or tandem office and a CMRS provider s Point of Connection. Itis used for the exchange of Local Traffic. Type 2A Interconnection Service
provides access to TDS TELECOM customers served via the host/tandem office
and remote or subtending end-offices. Type 2A interconnection service may be
optioned for common channel signaling service using Signaling System 7
CCS7") protocols.
Type 2B Interconnection Service provides a trunk -side connection between a TDS
TELECOM end-office and a CMRS provider s Point of Connection. It is used
only for the exchange of Local Traffic between Cingular and TDS TELECOM.
Type 2B Interconnection Service provides access to the TDS TELECOM
customers served by the end-office. Type 2B interconnection service may be
optioned for common channel signaling service using Signaling System 7
CCS7") protocols.
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.
Cingular shall provide its own facilities and transport for the delivery of traffic to
and from its Mobile Switching Center (MSC) to a mutually acceptable Point(s) of
Connection for interconnection to the TDS TELECOM network. Alternatively,
Cingular may purchase required facilities from a third party or from TDS
TELECOM for the delivery of such traffic. Rates for facilities and transport orother services purchased from TDS TELECOM are specified in TDS
TELECOM's applicable Local or Access Tariff.
The Point(s) of Connection between TDS TELECOM and Cingular are defined in
Appendix which is incorporated by reference. This Agreement shall not
preclude TDS TELECOM and Cingular from entering into additional direct
interconnection arrangements in the future if such arrangements are technically
feasible and economically beneficial, in which case, Appendix shall be
amended to reflect such additional arrangements.
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.
CINGULAR Final ill Page 4 June 1 , 2005
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 asother changes that affect the interoperability of those respective facilities or
networks.
10.Two-way local interconnection trunk group(s) shall be established between the
Parties for the exchange of the Local Traffic. 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:
1. The Parties agree that all traffic not exchanged via direct interconnection shall be
exchanged by transiting such traffic through third party LEC tandems. The default
point of interconnection for the exchange of indirect traffic shall be the existing meet-
point between TDS TELECOM and the third party tandem operator. Each Party shall
be financially and operationally responsible for the entire costs of providing facilities
from its network to the point of interconnection.
2. 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. TDSTELECOM shall have no responsibility for delivering traffic to a point ofinterconnection located at any point outside of a TDS TELECOM local exchange area
or beyond the TDS TELECOM service area boundary.
SECTION IV
BILLING
I. 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 set forth on the attached Appendix C which is
incorporated by reference. Except for calls handed to an IXC , for originating andterminating Non-Local Traffic, each Party shall pay the other TDS TELECOM'
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
(~
directory assistance, operator
services, etc.) will be billed to CMRS provider at the standard rate for those services.Nothing in this Agreement shall be construed to alter or otherwise affect in anymanner the local calling areas offered or the rates charged by either Party to its end-
users.
CINGULAR Final ill Page 5 June 1, 2005
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 C as a surrogate method of classifying and billing traffic. The
Parties explicitly recognize that the InterMT A percentage provided in this Agreement
is based on the specific network configuration of the two Parties, taking into
consideration territory served (M. MT A boundaries, LATA boundaries and State
boundaries) and traffic routing of the Parties. Notwithstanding the foregoing, if either
Party provides to the other a valid InterMT A traffic study or otherwise requests a
reexamination of the network configuration of either Party's network, the Parties will
use such InterMT A traffic study or reexamination to negotiate in good faith a
mutually acceptable revised InterMT A 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 than once annually,
Should either Party become aware that actual InterMT A traffic is varying materially
and consistently from the negotiated interMT A traffic percentage, either Party can
request to renegotiate a mutually agreeable, revised percentage.
3. Where Local Traffic is exchanged between the Parties indirectly via a third party
tandem, TDS TELECOM shall obtain usage records or a monthly traffic distribution
report either from the tandem operator summarizing traffic originated by Cingular and
terminating to TDS TELECOM. TDS TELECOM shall bill for 100% of the traffic
originated by Cingular and terminated to TDS TELECOM. Cingular may bill TDS
TELECOM for Local Traffic that is originated by TDS TELECOM and terminating to
Cingular estimated by the following formula: Total Local Traffic billed by TDS
TELECOM, divided by 0.70 (seventy percent) and then multiplied by 0.30 (thirty
percent). The Parties agree to accept the usage data or traffic distribution report from
the tandem operator and the foregoing calculation as an accurate statement of traffic
exchanged between the Parties. Alternatively, either Party may elect to measure
actual terminating traffic through its own recording equipment and utilize these
measurements in place of the traffic data from the tandem operator.
4. 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.
5. The billed Party shall pay the billing Party for all charges properly listed on the bill.
Such payments are to be received within forty-five (45) days from the effective date
of the statement. The billed Party shall pay a late charge on any undisputed charges
that have been billed that are greater than forty-five (45) days old. The rate of the late
charge shall be 1.5% per month. The billed Party shall pay the billing Party the
CINGULAR Final ill Page 6 June 1 , 2005
reasonable amount of the billing Party's expenses related to collection of overdue
bills, such amounts to include reasonable attorney s fees.
6. 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; unbilled charges more
than one year old shall not be billed by either Party, and shall not be payable by either
Party.
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 NP A-NXX codes to Rate Center(s) in which they are
authorized to provide service and either own or lease facilities for the provision of such
service. If Cingular decides to obtain additional NP A-NXX(s) associated with a TDS
TELECOM Rate Center, Cingular shall notify TDS TELECOM and the Parties shall
amend this Agreement as needed to address such traffic.
SECTION VI
INDEPENDENT CONTRACTORS
The Parties to this Agreement are independent contractors. N either 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 obligationor 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
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.
N either Party makes any warranties, express or implied, for any hardware
software, goods or services provided under this Agreement. All warranties, including
CINGULAR Final ill Page 7 June 1 , 2005
those of merchantability and fitness for a particular purpose, are expressly disclaimed and
waived.
Except for breaches of confidentiality obligations in this agreement , each Party'liability for each claims arising under this Agreement, or under the use of the service
provided under this Agreement, shall be limited to the amount of the charges billed to the
Party making a claim for the month and state during which the claim arose.
SECTION VIII
INDEMNIFICATION
Each Party (the "Indemnifying Party") shall indemnify 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 Indemnifying Party, its employees, agents, or contractors in
the performance of this Agreement or the failure of the Indemnifying Party to perform its
obligations under this Agreement. In the event 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 governing the apportionment, if any, of said loss, cost
claim, liability, damage or expense. In addition, the Indemnifying Party shall, to the
extent of its obligations to indemnify hereunder, defend any action or suit brought by a
Third Party against the Indemnified Party.
The Indemnified Party shall (i) notify the Indemnifying Party promptly in writing
of any written claims, lawsuits, or demand by third parties for which the Indemnified
Party alleges that the Indemnifying Party is responsible under this Section and (ii) tender
the defense of such claim, lawsuit or demand to the Indemnifying Party. The Indemnified
Party also shall cooperate in every reasonable manner with the defense or settlement of
such claim, demand, or lawsuit. The Indemnifying 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 Indemnifying Party shall not be liable under this Section for settlements or
compromises by the Indemnified Party of any claim, demand, or lawsuit unless the
Indemnifying Party has approved the settlement or compromise in advance or unless the
defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party in
writing and the Indemnifying Party has failed to promptly undertake the defense.
CINGULAR Final Page 8 June 1, 2005
SECTION IX
FORCE MAJEURE
N either Party shall be held 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, 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.
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, technicaland 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 Recipie~t 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 (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
CINGULAR Final ID Page 9 June 1, 2005
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, the non-defaulting 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.
If upon expiration or termination either Party requests the negotiation of a
successor agreement, during the period of negotiation of the successor agreement each
Party shall continue to perform its obligations and provide the services described herein
until such time as the successor agreement becomes effective. If the Parties are unable to
negotiate a successor agreement within the statutory time frame set for negotiations under
the Act, then either Party has the right to submit this matter to the Commission for
resolution pursuant to the statutory rules for arbitration under the Act. The rates, term
and conditions applying during the interim period between the termination of this contract
and the effective date of the successor contract shall be trued-up to be consistent with the
rates, terms and conditions of the successor agreement.
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
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
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 ' representatives may utilize
other alternative dispute resolution procedures such as private mediation to assist in the
negotiations. After such forty-five (45) day period, either Party may file a complaint or
petition with the Commission or the FCC at any time.
CINGULAR Final Page 10 June 1 2005
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 LA W, FORUM, AND VENUE
This Agreement will be deemed a contract made under and will be construed
interpreted and enforced in accordance with the Communications Act of 1934, as
amended, and to the extent federal law is inapplicable, to the laws of the State of Idahoand will be subject to the concurrent jurisdiction of the Federal Communications
Commission and the courts, public service commission, and other agencies in that State.
In the event of a change in applicable law (including, without limitation, any
legislative, regulatory, judicial or other legal action) that 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
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 includes and incorporates herein all accompanying Attachments
Appendices, and Addenda: This Agreement constitutes the entire agreement between the
Parties and supersedes all prior or contemporaneous oral or written agreements
representations, statements, negotiations, understandings, proposals and undertakings
with respect to the subj ect matter hereof. This Agreement is a result of negotiation
between the Parties, and it was jointly drafted by both Parties. This Agreement may not
be modified except in writing signed by both Parties.
CINGULAR Final ill Page 11 June 1 , 2005
SECTION XVI
NOTICE
Notices shall be effective when received or within three (3) business days of being
sent via first class mail or overnight courier, whichever is sooner, in the case of Cingular
to:
Business Name:
Mailing Address:
Mailstop:
City/State/Zip Code:
Attention:
With a copy to:
Cingular Wireless
5565 Glenridge Connector
Suite 1520
Atlanta, GA 30342
Sr. Interconnection Mgr.
Cingular Wireless
Legal Dept.
Attn: Senior Network Counsel
16331 NE 72nd Way (RTC 1)
Redmond, W A 98052
Bills and payments shall be effective when received or within three (3) business
days of being sent via first class mail or overnight, whichever is sooner, in the case of
Cingular to:
6672/6010 Cingular Wireless
WTC2-2 Attn: Network Auditor (ID)
PO Box 97059
8645 - 154th Avenue NE
Redmond, W A 98052
or to such other location as Cingular may direct in writing.
Notices shall be effective when received or within three (3) business days of being
sent via first class mail or overnight courier, whichever is sooner, in the case ofTDS
TELECOM to:
Business Name:
Mailing Address:
Shipping Address:
City/State/Zip Code:
Attention:
Contact Phone Number:
CINGULAR Final
TDS Telecommunications Corporation
P. O. Box 22995
9737 Cogdill Road, Suite 230
Knoxville, TN 37933-0995 (37932 for Shipping)
Carrier Relations
[phone]
Page 12 June 1 , 2005
With a copy to:
Business Name:
Mailing Address:
City/State/Zip Code:
Attention:
TDS Telecommunications Corporation
P. O. Box 5366
Madison, WI 53705-0366
Grant B. Spellmeyer, Regulatory & Corporate Counsel
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 ofTDS TELECOM to:
Business Name:
Mailing Address:
City/State/Zip Code:
Attention:
TDS Telecommunications Corporation
O. Box 5158
Madison, WI 53705-0158
Carrier Service Center
or to such other location as the receiving Party may direct in writing. Payments are to be
sent to the address on the invoice.
Cingular shall ensure bills and payments reference the specific TDS TELECOM
company name( s) or OCN (s) for which traffic is being billed or paid.
TDS TELECOM shall ensure bills and payments reference the specific company
name ( s) or OCN (s) and states for which traffic is being billed.
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
CINGULAR Final Page 13 June 1 2005
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
REGULATORY APPROVALS
Although this Agreement may be executed by both Parties, to the extent that any
federal or state statute, order, rule or regulation or any state regulatory agency having
competent jurisdiction over one or both Parties to this Agreement will require that this
Agreement be approved by such regulatory agency before this Agreement may be
effective, this Agreement will not be effective in such state notwithstanding the Parties
signature until the first business day after such approval has been obtained. Each Party
agrees to cooperate with each other and with any regulatory agency so that any approval
necessary to provide the Service( s) under this Agreement is obtained.
CINGULAR Final Page 14 June 1 , 2005
SECTION XX
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 identified on Agpendix A)
Printed name and title:
Louis D. Reilly, III
Director - Carrier Relations
Cingular Wireless LLC on behalf of licensees
\ U fA....
(j
...JL 'i' -;) 5" - () Signature (Date)
Printed name and title:
Michael F. Van Weelden
Director SCM- Network
\f'
Signature Page to Wireless Traffic Exchange Agreement between TDS
Telecommunications Corporation (ID cos.) and Cingular Wireless dated the 1st day
of June, 2005 relating to the exchange of Local Traffic.
CINGULAR Final ill Page 15 June 1 , 2005
CINGULAR Final ill
APPENDIX A
TDS Telecommunications Corporation Subsidiaries and Affiliates
Appendix A June 1 , 2005
Appendix B
PointW of Connection
No direct Interconnection at this time.
CINGULAR Final Appendix B June 1 , 2005
Appendix C
Rates and Factors
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:
Reciprocal Compensation Rates $/MOU
Transport and Termination:01595
InterMT A Percentaee
CINGULAR Final ill Appendix C June 1 2005