20120724Replacement Agreement.pdf

tolocom RECEIVED
2012JUL23 AM 8:55
DAHG FU;LL
July 19, 2012
UTILITIES COMMISSION
Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
P0 Box 83720
Boise, ID 83720-0074
RE: Case No. ,°97T-I0-0)
Request for Approval of Replacement to Negotiated Wireless Traffic
Exchange Agreement between TDS Telecommunications Corporation and
Allied Wireless.
Dear Ms. Jewell:
TDS Telecommunications Corporation (TDS) as an agent for Potlatch Telephone
Company, Inc., has entered into a wireless traffic exchange agreement with
Allied Wireless. This filing replaces the agreement approved in Case No. POT-T -
10-01. 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
Jeffrey Humiston - Allied Wireless
P0 BOX 1566
OREGON CITY OR 97045-1566
OFFICE: 503.656.8399
FAX: [phone]
RE CE V F D
WIRELESS TRAFFIC EXCHANGE AGREEMENT 20119 JUL23 AM 8 55 TDS TELECOM
This Wireless Traffic Exchange Agreement (the "Agreement"h1e
effective on the 1st day of July 2012, between the Potlatch Telephone Company
("POTLATCH"), and Allied Wireless Communications Corporation (a Delaware
corporation) and its affiliates and subsidiaries, having an office and principal place of
business at 1001 Technology Drive, Suite 400, Little Rock, AR 72223 (collectively,
"AWCC"). Potlatch and AWCC are each individually a "Party" and are together the
"Parties" to this Agreement.
POTLATCH is a Local Exchange Carrier in the State of Idaho. AWCC is a
Commercial Mobile Radio Service carrier licensed by the FCC to operate in the State of
Idaho. POTLATCH and AWCC desire to interconnect their networks for the purpose of
exchanging traffic between their customers. Services provided by POTLATCH to AWCC
under this Agreement are provided pursuant to AWCC's role as a CMRS provider.
In consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows.
SECTION I
DEFINITIONS
"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 (j, 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 Public Service Commission or Public Utilities Commission of
the state(s) where AWCC and POTLATCH have agreed to interconnect.
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 telephone exchange service traffic and exchange access
traffic.
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6."lnterexchange Carrier" or ("IXC") means a carrier that provides or carries, directly
or indirectly, InterLATA service or IntraLATA Toll Traffic. IXC does not include
CMRS carriers as herein defined.
7."Intermediary Traffic" is traffic that is delivered from a third-party Local Exchange
Carrier or other telecommunications carrier such as a CURS 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 POTLATCH 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) of the Act, 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, 123id 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 CURB provider.:
15."Non-Local Traffic" for inter-carrier compensation purposes means the completion
of interMTA calls based on the location of the AWCC subscriber or roamer on the
AWCC network and the POTLATCH landline end-user.
16."Point of Connection" or ("POC") is a physical location where AWCC is
interconnected with POTLATCH.
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17."Rate Center" as defined by the North American Numbering Counsel (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."Telecommunications Carrier" means any provider of telecommunications services
as defined in the Act.
19.'Wireless" is telecommunications services provided by a CMRS carrier in
accordance with its CMRS license(s).
20.'Wireline" is telecommunications services provided by POTLATCH 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 AWCC only in association with CMRS
services and compensation for the exchange of traffic between POTLATCH and AWCC
for the purpose of offering telecommunications services. The Interconnection and
compensation covered by this Agreement applies only to the exchange of traffic between
AWCC subscribers and roamers on the AWCC network and POTLATCH end-users
associated with the provision of two-way services. The Wireless Interconnection
arrangements described herein will not be used by AWCC to terminate other types of traffic
on POTLATCH'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.
SECTION III
INTERCONNECTION
Direct Interconnection:
Depending upon AWCC's needs and the technical capability and location of
POTLATCH's switches, various Wireless Interconnections and services
arrangements are possible. Wireless Interconnection and service arrangements are
described in Bellcore GR-145-CORE and Telcordia Notes on the Networks, SR.-
2275.
2. Type 2B Interconnection Service provides a trunk-side connection between a
POTLATCH end-office and a CMRS provider's Point of Connection. It is used for
the exchange of Local Traffic. No Intermediary Traffic will be exchanged through
CW22 15000 Page 3 of 16 July 2012
the Type 2B connection. Type 2B Interconnection Service provides access to the
POTLATCH customers served by the end-office.
Type 28 interconnection service may be optioned for common channel signaling
service using Signaling System 7 ("CCS7") protocols where available and
technically feasible for both Parties. Where requested, AWCC and POTLATCH
agree to interconnect their SS7 (Signaling System 7) networks either directly or
through third parties. Such connections shall meet generally accepted industry
technical standards. This provision shall not be construed to. require either Party to
convert its network to SS7. Each Party will bear responsibility for any costs
associated with connecting its own SS7 network to a third party signaling provider,
as well as for any per unit charges assessed by the third party signaling provider for
traffic originated by the Party.
4.Interconnection service is ordered using uniform order request forms. All service
requests must be submitted on the POTLATCH Wireless Service Request ('WSR")
form or other industry standard ordering document.
5.Upon mutual agreement of the Parties, direct interconnection facilities may be either
one-way or two-way facilities. If the Parties utilize direct interconnection, AWCC
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 POTLATCH network. Alternatively, AWCC may purchase
required facilities from a third party or from POTLATCH for the delivery of such
traffic. Rates for facilities and transport or other services purchased from
POTLATCH are specified in POTLATCH's applicable Local or Access Tarilt The
rate for two-way facilities provided by POTLATCH and dedicated to traffic
between AWCC and TDS TELECOM will be reduced by a shared facility factor
based on the percentages identified in Appendix A.
6.The Point(s) of Connection between POTLATCH and AWCC are defined in
Appendix B, which is incorporated by reference. This Agreement shall not preclude
POTLATCH and AWCC from entering into additional direct interconnection
arrangements in the future if such arrangements are technically feasible and
economically beneficial.
7.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.
8.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
CW2215000 Page 4ofl6 July 2012
networks; provided, that, neither Party may change the POC without the written
consent of the other.
9. 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:
1.The Parties agree to terminate each other's Local Traffic that is delivered via a third
party transit service provider in accordance with Section IV below.
2.Where the Local Traffic exchanged between AWCC and a specific POTLATCH
host or end office switch exceeds 300,000 minutes per month for six (6)
consecutive months, the Parties shall implement direct trunks to a POC associated
with the specific host or end office switch in accordance with the direct
interconnection terms above.
3.For traffic exchanged indirectly through a 3"' party tandem switch, the Point of
Interconnection ("P0!") shall be defined as 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
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 POTLATCH's intrastate or
interstate, as appropriate, switched network access-service rate elements on a per
minute of use basis, which are set out in POTLATCH's applicable Access Services
Tariff as those tariffs maybe amended from time to time during the term of this
Agreement. Any incidental services (g,, directory assistance, operator services,
etc.) will be billed to CMRS provider at the standard rate for those services. Neither
Party shall bill the other Party for Local Traffic more than one (1) year from the time
the charges are incurred. 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. In the event that "Intermediary Traffic" which is
subject to tariifed access charges under the FCC's Inter-carrier compensation rules is
routed over interconnection service facilities covered under this Agreement for any
reason, each Party agrees that it will pay the applicable access compensation to the
CW2215000 Page 5ofl6 July 2012
terminating Party for any and all such traffic it sends as an intermediate carrier.
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
percentages 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 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 lnterMTA 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 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 the lesser of 1.5% per month or the
• maximum amount allowed by law. The billed Party shall pay the billing Party the
reasonable amount of the billing Party's expenses related to collection of overdue
bills, such amounts to include reasonable attorney's fees.
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, meaning for AWCC where, it has cell sites to serve.
customers.
SECTION VI
INDEPENDENT CONTRACTORS
CW2215000 Page 6ofl6 July 2012
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 oi or incur any obligation
or liability o1 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.
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 indemnify and defend the other Party against any
claims or actions arising from the indemnifying Party's use of the service provided under
this Agreement, except for damages caused by the sole recklessness of the indemnified
Party.
CW22 15000 Page 7 of 16 July 2012
B.
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.
C.
In any event, each Party's liability for all 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 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 iiame 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 Indemnifjing 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.
SECTION IX
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FORCE MAJEURE
Neither 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 thetime 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
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 10, 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 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
CW2215000 Page 9ofl6 July 2012
This Agreement shall commence on the effective date stated on the first page, and
shall have an initial term of two (2) years 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 six (6) month 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 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 an individual
who will serve as the initiating Party's representative in the negotiation. The other Party
shall have ter (10) business days to designate its own representative in the negotiation.
The Parties' representatives shall meet at least once within forty-five (45) days alter 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.
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 where the services
that are the subject of legal or regulatory action. are provided, without reference to its
conflict of laws principals. 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 hereot the Parties shall renegotiate in good
faith to modify such affected provisions as may be required or permitted as a result of such
CW2215000 Page 10 of 16 July 2012
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 thereo1
including but not limited to the Wireless Interconnection Agreement between TDS
Telecommunications Corporation and Allied Wireless Communications Corporation for the
state of Idaho dated August 1,. 2010, 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 XVII
NOTICE
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 AWCC to:
Business Name: Allied Wireless Communications Corporation
Mailing Address: 1001 Technology Drive, Suite 400
City/State/Zip Code: Little Rock, AR 72223
Attention: Jeffrey Humiston
Phone: [phone]
Bills and payments 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 AWCC to:
Business Name: Allied Wireless Communications Corporation
Address: 1001 Technology Drive
City/State/Zip Code: Little Rock, AR 72223
Attention: Wholesale Cost Management
Phone: [phone] -John Bratton
or to such other location as AWCC 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 POTLATCH to:
Business Name:
• Mailing Address:
Shipping Address:
City/State/Zip Code:
Attention:
Contact Phone Number:
TDS Telecommunications Corporation
P. 0. Box 22995
10025 Investment Drive, Suite 200
Knoxville, TN 37933-0995 (37932 for Shipping)
Carrier Relations
[phone]
CW2215000 Page 11 of 16 July 2012
Witha copy to:
Business Name: TDS Telecom
Mailing Address: P. 0. Box 5366
City/State/Zip Code: Madison, WI 53705-0366
Attention: Corporate and Regulatory 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 of TDS TELECOM to:
Business Name:
Mailing Address:
City/State/Zip Code:
Attention:
email:
Potlatch Telephone Company d/b/a TDS TELECOM
P.O. Box 5158
Madison, WI 53705-0158
Recip Comp Verification
----OR-----
[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.
AWCC shall ensure bills and payments reference the specific POTLATCH 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.
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SECTION XIX
FOREIGN-BASED SERVICES
POTLATCH represents, warrants, and covenants that no service performed by
POTLATCH pursuant to this Agreement shall be provided, directed, controlled,
supervised, or managed, and no data or AWCC customer communication (voice or data)
relating to any such service shall be stored or transmitted, at, in, or through, a site located
outside of the United States without the advance written consent of AWCC.
SECTION XX
MISCELLANEOUS
This Agreement is not an interconnection agreement under 47 USC 251(c). The
Parties acknowledge that POTLATCH may be entitled to a rural exemption as provided by
47 USC 251(f) and POTLATCH does not waive such exemption.
TDS Telecommunications Corporation (not individually but as agent for Potlatch
Teleph9ip Company),—
S72-"
name and title:
Dohmeier
Director Regulatory Revenue. Strategy & Compliance
By: Allied Wireless Communications Corporation
2 42
Sinatue (Date)
Printed name and title:
Brian Foster
Director of Switching and Telco Engineering
Signature Page to Wireless Interconnection Agreement between Potlatch Telephone Company) and
Allied Wireless Communications Corporation dated the I' day of July, 2012, relating to the
exchange of Local Traffic.
CW2215000 Page l3ofl6 July 2012
APPENDIX A
Reciprocal ComDensation 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:
Reciprocal Comnensatlon Rates
Transport and Termination: $/MOU
Potlatch Telephone Company *Bill and Keep
InterMTA Percentage 00/0
*Bill and Keep shall mean 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.
For Direct Interconnection, the Parties will bill based on actual usage.
For Indirect Interconnection, POTLATCH shall obtain a monthly traffic distribution report
from the tandem operator summarizing traffic originated by AWCC and terminating to
POTLATCH. This report information shall be used by POTLATCH for billing AWCC for
traffic terminating to POTLATCH. AWCC may obtain a monthly traffic distribution report
from the tandem operator summarizing traffic originated by POTLATCH and terminated to
AWCC. This report information may be used by AWCC for invoicing POTLATCH for
terminating traffic to AWCC.
If AWCC elects not or is unable to order a traffic report from the tandem operator, the
Parties agree to the following principles for billing terminating usage to one another:
1.POTLATCH shall bill for 100% of the traffic originated by AWCC and terminated
to POTLATCH.
2.AWCC shall calculate estimated POTLATCH terminating traffic to AWCC using the
following formula: AWCC shall bill POTLATCH based on the MOUs in 1. above,
divided by 0.70 (seventy percent). The total of the calculation shall then be
multiplied by 0.30 (thirty percent) to determine the traffic originated by
POTLATCH and terminated to AWCC.
The Parties agree to accept the monthly traffic distribution report from the tandem operator
as an accurate statement of traffic exchanged between the Parties. Either Party may elect to
measure actual terminating local traffic through its own recording equipment and utilize
these measurements in place of the traffic distribution reports from the tandem operator.
CW2215000 Page 14 of 16 July 2012
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) months' bills where actual billing data was available.
CW2215000 Page 15 of 16 July 20,12
Appendix B
Point(s) of Connection
I
At this time there is no direct point of interconnection.
CW2215000 Page 16 of 16 July 2012