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November 16,2020 Sent Via:E-Filing
Secretary@puc. idaho.gov
Commission Secretary
ldaho Public Utilities Commission
472 W. Washington Street
PO Box 83720
Boise, lD 83720-0074
RE: Amendment to Case No. POT-T-2G02
Request for Approval of Adoption of Negotiated Traffic Exchange Agreement
Good afternoon
TDS Telecommunications, LLC (TDS) as an agent for Potlatch Telephone Company,
d/b/a TDS Telecom, has entered into a traffic exchange agreement with Onvoy, LLC to
adopt in its entirety the 2016 lnterconnection Agreement between TDS and Teleport
Communications American, LLC that was approved January 19,2017 by the ldaho
Public Utilities Commission in Case No. POT-T-16-02.
The copy of the original agreement was inadvertently left off the original filing and is
attached to this amendment.
TDS respectfully requests approva! of this request as filed and apologizes for any
inconvenience this may have caused.
!f you have questions regarding this agreement, please contact Jeni White of TDS at
[phone] or myself at [phone]. Thank you in advance for your assistance in
this matter.
Sincerely,
Gai! M. Long
Manager, State Government Affairs
Enclosure
Cc: JeniWhite
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INTERCONNECTION AGREEMENT. UNDER SECTIONS 251
AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996
Between
TDS TELECOM
Teleport Communications America, LLC
TDS TELECOIWTCAL
Interconnection Agreement
and
September 2016
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General Terms and Conditions
Page2
TABLE OF CONTENTS
INTRODUCTION AND SCOPE OF AGREEMENT ,..........,............4
TERM OF AGREEMENT.................. .......'......'.........13
DELEGATION TO AITFTT L{TE.......'.'...... """"""""15
CONFIDENTIALITY AND PROPRIETARY INFORMATION ............... .........''16
LIABILITY AND INDEMNIFICATION.. ....,..,,,,....,.20
INTELLECTUAL PROPERTY ........22
osHA STATEMENT ........................25
BILLINGAND PAYMENTOF RATES AND CHARGES .25
DISPUTE RESOLUTION ,,,...,,,.....,,.27
TERMINATION OF SERVICE TO TCAL.... ........30
NETWORK MAINTENANCE AND MANAGEMENT ..34
LAW ENFORCEMENT AND CTVL PROCESS ......".."...".......35
CIIANGES IN SUBSCRIBER CARRIER SELECTION .........,."36
AMENDMENTS ORWArV8RS................ ......'....36
GENERAL RESPONSIBILITIES OF TIIE PARTIES..... ....,.......37
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TDS TELECO}WTCAL
Interconnection Agreement September 2016
cw2446008 Interconnection Agreement
General Terms and Conditions
Page 3
51. APPENDICES INCORPORATED BY REFERENCE .......,.,.......4852. CUSTOMERINQUTRTES ................4s53. DISCLAIMER OF WARRAN',TIES.................... ..........................50
TDS TELECOIVI/TCAL
Interconnection Agreement September 2016
cw2446008 Interconnection Agreement
General Terms and Conditions
Page 4
INTERCONNECTION AGREEMENT
This Interconnection Agreement - under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement") is dated as of December 10, 2016 by and
between Potlatch Telephone Company, ("TDS TELECOM") and, Teleport Communications
America, LLC ("TCAL"), a Delaware corporation, with its principal place of business at 1
Bedminster Way, Bedminster, NJ 0792L
WHEREAS, the Parties desire to interconnect their networks at mutually agreed upon
points of interconnection to provide, directly or indirectly, Telephone Exchange Services
and Exchange Access to residential and/or business End Users in the state of Idaho; and
WHEREAS, the Parties are entering into this Agreement to set forth the respective
obligations of the Parties and the terms and conditions under which the Parties will
interconnect their networks and facilities and provide to each other services as required
by Sections 251(a) and (b) of the Telecommunications Act of 1996 as specifically set
forth herein.
NOW, TIIEREFORE, in consideration of the premises and the mutual covenants of this
Agreement TCAL and TDS TELECOM hereby agree as follows:
This Agreement is composed of General Terms and Conditions, which are set forth
below, together with certain Appendices, Schedules, Exhibits and Addenda which
immediately follow this Agreement, all of which are hereby incorporated in this
Agreement by this reference and constitute a part of this Agreement.
GENERAL TERMS AND CONDITIONS
1.INTRODUCTION AI\D SCOPE OF AGREEMENT
1.1 Pursuant to Sections 251(a) and (b) of the Telecommunications Act of 1996
("Act"), this Agreement sets forth the terms and conditions for the
interconnection of TCAL's network to TDS TELECOM's network, compensation
for the transport and termination of telecommunications traffic between TDS
TELECOM and TCAL, ffid the provision of ancillary functions by TDS
TELECOM and TCAL.
1.2 The Parties acknowledge and agree that by entering into and performing in
accordance with this Agreement, the Parties have not waived any applicable
exemptions that are provided by or available under the Act, including but not
limited to those described in 47 USC 251(D, or under state law.
TDS TELECOIWTCAL
Interconnection Agreement September 2016
2
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TDS TELECOIWTCAL
Interconnection Agreement
Interconnection Agreement
General Terms and Conditions
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DEFINITIONS
2.1 Capitalized Terms used in this Agreement shall have the respective meanings
specified below, in Section 2.2.x of each Appendix affached hereto, and/or as
defined elsewhere in this Agreement.
2.2 GENERAL DEFINITIONS
2,2.1 "Access Service Request" (ASR) is an industry standard form used by
the Parties to add, establish, change or disconnect trunks for the purposes
of Interconnection.
2.2.2 *Act" means the communications Act of 1934 147 u.s.c. 153(R)1, as
amended by the Telecommunications Act of 1996, Public Law lO4-104,
I l0 Stat. 56 (1996) codified throughout 47 U.S.C.
2.2.3 "Affiliate" is As Defined in the Act.
2.2.4 "Alternate Billing service (ABS)" means a service that allows End users
to bill calls to accounts that may not be associated with the originatingline. There are three types of ABS calls: calling card, collect and third
number billed calls.
2.2.s "Applicable Law" means all laws, stafutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals,
including those relating to the environment or health and safety, of any
Governmental Authority that apply to the parties or the subject matter of
this Agreement.
2.2.6 '(As Defined in the Act" means as specifically defined by the Act.
2.2.7 "As Described in the Act" means as described in or required by the Act.
2.2.8 "Automatic Message Accounting" (AMA) is a structure inherent inswitch technology that initially records Telecommunication messageinformation. AMA format is contained in the Automated Message
Accounting document published by Telcordia (formerly known as
Bellcore) as GR-1100-coRE, which defines and amends the industry
standard for message recording.
2.2.9 "Business Day" means Monday through Friday, excluding holidays onwhich TDS TELECOM does not provision new retail services and
products.
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2.2.t4
2.2.15
TDS TELECOIWTCAL
Interconnection Agreement
Interconnection Agreement
General Terms and Conditions
Page 6
2.2.lO "Calling Party Number" (CPN) means a Signaling System 7 "SS7"
pu.u-.t"r whereby the ten (10) digit number of the calling Party is
forwarded from the End Office.
2.Z.ll ,,Central Office switch" (Central Oflice) is a switching entity within the
public switched telecommunications network, including but not limited to:
2.2.11.1 ,,End office switch,, or "End office" is a switching
machine that directly terminates traffrc to and receives faffic from
purchasers of local exchange services. An End Office switch does
not include a PBX.
2.2.11.2 "Tandem Office Switch" or "Tandem(s)" are used to
connect and switch trunk circuits between and among other Central
Office Switches. A Tandem Switch does not include a PBX'
2.2.12 ,,Commission" means the Idaho Public Utilities Commission.
2.2.13 "Common Channel Signaling" (CCS) means an out-of-band, packet-
switched, signaling network used to tansport supervision signals, control
signals, and data messages. It is a special network, fully separate from the
transmission path of the public switched network. Unless otherwise
agreed by the Parties, the CCS protocol used by the Parties shall be SS7.
,,common Language Location ldentifier" (CLLI) codes provide a
unique ll-character representation of a network interconnection point.
the first 8 characters identiff the city, state and building location, while
the last 3 characters identifu the network component.
"Consequential Damages" means Losses claimed to have resulted from
arry indirect, incidental, reliance, special, consequential, punitive,
exlmplary, multiple or any other Loss, including damages claimed to have
resultld from harm to business, loss of anticipated revenues, savings, or
profits, or other economic Loss claimed to have been suffered not
measured by the prevailing Party's actual damages, and regardless of
whether the Parties knew or had been advised of the possibility that such
damages could result in connection with or arising from anything said,
omitted, or done hereunder or related hereto, including willful acts or
omissions.
2.2.16 "Customer" or "End Users" means a third-party residence or business
that subscribes to Telecommunications Services provided by any of the
Parties at retail. As used herein, the term "End Users" does not include
any of the Parties to this Agreement with respect to any item or service
obtained under this Agreement.
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Interconnection Agreement
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General Terms and Conditions
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2.2.17 "Dialing Parity" is As Defined in the Act. As used in this Agreement,
Dialing Parity refers to both Local Dialing Parity and Toll Dialing Parity.
2.2.18 "Digital signal Level" is one of several transmission rates in the
time-division multiplex hierarchy.
2.2.18.1 "Digital Signal Level 0" (DS-0) is the 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
2.2.18.2 "Digital Signal Level 1,, (DS-l) is the 1.544 Mbps
first-level signal in the time-division multiplex hierarchy.
2.2.18.3 "Digital Signal Level 3" (DS-3) is the 44.736 Mbps
third-level signal in the time-division multiplex hierarchy.
2.2.19 "Exchange Access" is As Defined in the Act.
2.2.20 "Exchange Area" means an area, defined by the commission, for which
a distinct local rate schedule is in effect.
2.2.21 "Exchange service" means Telephone Exchange Service, As Defined in
the Act.
2.2.22 "FCC" means the Federal Communications Commission.
2.2.23 "Feature Group D" (FG-D) is access available to all customers,
providing trunk side access to a Party's End office Switches with an
associated uniform l0lxxxx access code for customer's use in
originating and terminating communications.
2.2.24 "Fiber Meet" means an Interconnection architecture method whereby the
Parties physically interconnect their networks via an optical fiber interface
(as opposed to an electrical interface) at a mutually agreed upon location,
at which one Party's responsibility or service begins and the other Party's
responsibility ends.
2.2.25 "Governmental Authority" means any federal, state, local, foreign, or
international court, government, departrnent, commission, board, bureau,
agency, offrcial, or other regulatory, administrative, legislative, or judicial
authority with jurisdiction over the subject matter at issue.
2.2.26 "Incumbent Local Exchange carrier" (ILEC) is As Defined in the Act.
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2.2.27,,Indirect Interconnection" provides for network interconnection
between the Parties through a third party tandem provider performing a
transit function.
2.2.28 "Integrated Services Digitat Network" (ISDN) means a switched
network service that provides end-to-end digital connectivity for the
simultaneous transmission of voice and data.
2.2.29 "Intellectual Propertyo' means copyrights, patents, tademarks, trade
secrets, mask works and all other intellectual property rights.
2.2.30 "Interconnection'r is As Defined in the Act.
2.2.3I "Interconnection Activation Date" is the date that the construction of
the joint facility Interconnection arrangement has been completed, trunk
groups have been established, joint trunk testing is completed and trunks
have been mutually accepted by the Parties.
2.2.32 "Interexchange Carrier" (IXC) means a carrier that provides, directly or
indirectly, interLATA or intraLATA Telephone Toll Services.
2.2.33 "InterLATA" is As Defined in the Act.
2.2.34 "Intermediary Traffic" means traffic delivered by a Party that originates
from an End User served on the network of a third-party, including, but
not limited to, another Local Exchange Carrier, another CMRS provider, a
Least Cost Routing ("LCR") entity or aggregator, an interconnected voIP
provider or another telecommunications carrier'
2.2.35 "Internet Service Provider" (ISP) is an Enhanced Service Provider that
provides Internet Services, and is defined in paragraph 341 of the FCC's
First Report and Order in CC Docket No. 97-158.
2.2.36 "IntraLATA Toll Traffic" means the lntraLATA traffic between two
locations within one LATA where one of the locations lies outside of the
normal local calling area as defined by the applicable Commission.
2.2.37 "IP-PSTN Traffic" means that Non-Access Telecommunications Traffic
exchanged between a LEC and another telecommunications carrier, within
the scope of $51.701(b)(3) in Time Division Multiplexing (TDM) format
that originates or terminates in IP format, to an end-user customer of a
service that requires Internet protocol-compatible customer premises
equipment.
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2.2.38
Interconnection Agreement
General Terms and Conditions
Page 9
"Line Information Data Base" (LIDB) means a transaction-oriented
database system that functions as a centralized repository for data storage
and retrieval. LIDB is accessible through CCS networks. LIDB contains
records associated with End User line numbers and special billing
numbers. LIDB accepts queries from other network elements and
provides refum result, return error, and refurn reject responses as
appropriate. Examples of information that Data Owners might store in
LIDB and in their Line Records are: ABS Validation Data, Originating
Line Number Screening (OLNS) data, ZIP Code data, and Calling Name
Information.
2.2.39 "Line Record" means information in LIDB and/or the LIDB
administrative system that is specific to a single telephone number or
Special Billing Number.
2.2.40 6'Local Access Transport Area" (LATA) is As Defined in the Act.
"Local Traffic", for purposes of intercarrier compensation, is
Telecommunications traflic originated by a End User Customer of one
Party in an exchange on that Party's network and terminated to a End User
Customer of the other Party on that other Party's network located within
the same exchange or other non-optional extended local calling area
associated with the originating customer's exchange as defined by TDS
TELECOM's applicable local exchange tariff. Local Traffic does not
include: (l) any ISP-Bound Traffic; (2) traffic that does not originate and
terminate within the same TDS TELECOM local calling area as such local
calling area is defined by TDS TELECOM's applicable local exchange
tariff; (3) Toll Traffic, including, but not limited to, calls originated on a
1* presubscription basis, or on a casual dialed (I0XX)VIOIXXXX) basis;
(4) optional extended local calling area traffic; (5) special access, private
line, Frame Relay, ATM, or any other traffic that is not switched by the
terminating Party; or, (6) Tandem Transit Traffic.
2.2.42 "Local Exchange Carrier" (LEC) is As Defined in the Act.
2.2.43 'ol,ocal Exchange Routing Guide" (LERG) is a Telcordia Reference
document used by Telecommunications Carriers to identiff NPA-NXX
routing and homing information as well as equipment designations.
2.2.44 ool,ocal Number Portability" (LNP) means the ability of users of
Telecommunications Services to retain, at the same location, ttre presence
of a previously existing telephone number(s).
2.2.45 "Location Routing Number" (LRN) is a ten (10) digit number that is
assigned to the network switching elements (Central Office - Host and
TDS TELECOI\47TCAI
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2.2.41
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Remotes as required) for the routing of calls in the network. The first six
(6) digits of the LRN will be one of the assigned NPA NXX of the
switching element. The purpose and functionality of the last four (4)
digits of the LRN have not yet been defined but are passed across the
network to the terminating switch.
2.2.46 "Loss" or "Losses" means any and all losses, costs (including court
costs), claims, damages (including fines, penalties, and criminal or civil
judgments and settlements), injuries, liabilities and expenses (including
attorneys' fees).
2.2.47 "Meet-Point Billing" (MPB) refers to the billing associated with
interconnection of facilities between two or more LECs for the routing of
traffrc to and from an IXC with which one of the LECs does not have a
direct connection. ln a multi-bill environment, each Party bills the
appropriate tariffed rate for its portion of a jointly provided Switched
Exchange Access Service.
2.2.48 "Multiple BilVsingle Tarif?' is the meet-point billing method where
each LEC prepares and renders its own meet point bill to the IXC in
accordance with its own tariff for that portion of the jointly provided
Switched Access service which that LEC provides. The MECAB
documents refer to this method as Multiple BilVreflecting a single tariff
(MM).
2.2.49 "Mutual Compensation" is the compensation agreed upon by the Parties
for those "Local Calls" that originate on one network and terminate on the
other network.
2.2.50 "Non-Access Reciprocal Compensation" means a compensation
arrangement between two carriers in which each of the two carriers
receives compensation from the other carrier for the Transport and
Termination on each carrier's network facilities of Non-Access
Telecommunications Traffic that originates on the network facilities of the
other carrier. 47 C.F.R. $ 51.703.
2.2.51 "North American Numbering Plan" (NANP) A numbering architecture
in which every station in the NANP Area is identified by a unique ten-
digit address consisting of a three-digit NPA code, a three digit central
office code of the form NXX, and a four-digit line number of the form
xxxx.
2.2.52 "Number Portability" is As Defined in the Act.
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TDS TELECONf/TCAL
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2.2.53
Interconnection Agreement
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"Numbering Plan Area" (NPA) also called area code. An NpA is the 3-
digit code that occupies the A, B, C positions in the l0-digit NANP format
that applies throughout the NANP Area. NPAs are of the form NXX,
where N represents the digits 2-9 and X represents any digit 0-9. tn the
NANP, NPAs are classified as either geographic or non-geographic. a)
Geographic NPAs are NPAs that correspond to discrete geographic areas
within the NANP Area. b) Non-geographic NPAs are NPAs that do not
correspond to discrete geographic areas, but which are instead assigned
for services with attributes, functionalities, or requirements that transcend
specific geographic boundaries. The common examples are NpAs in the
N00 format, e.g., 800.
2.2.54 6(NxX" or "Central Office Code,, is the three-digit switch entity
indicator that is defined by the fourth through sixth digits of a l0-digit
telephone number within the NANP. Each NXX code contains 10,000
station numbers.
2.2.55 "ordering and Billing Forum" (oBF) is a forum comprised of local
telephone companies and inter-exchange carriers whose responsibility isto create and document Telecommunication industry guidelines and
standards.
2.2.56 "Part5,r" means either TCAL or TDS TELECOM that is a party to this
Agreement. "Parties" means both TCAL and TDS TELECOM.
2.2.57 "Point of Interconnection" (PoI) is a physical location at which the
Parties' networks meet for the purpose of establishing Interconnection.
POIs include a number of different technologies and technical interfaces
based on the Parties' mutual agreement.
2.2.58 "Rate center" means the specific geographic point that has been
designated by a given LEC as being associated with a particular NpA-
NXX code that has been assigned to the LEC for its provision of
Telephone Exchange Service. The Rate center is the finite geographic
point identified by a specific v&H coordinate, which is used by that LEC
to measure, for billing purposes, distance sensitive transmission services
associated with the specific Rate Center.
2.2.59 "Rating Point" means the V&H coordinates associated with a particular
telephone number for rating purposes.
2.2.60 "Referral Announcement" refers to a process by which calls are routed
to an announcement that states the new telephone number of an End User.
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2.2.66
2.2.67
2.2.68
2.2.69
2.2.70
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2.2.61 Signaling Transport Signal level (STS-n) is an electrical signal that is
converted to or from soNET's optically based signal. Level 1 is 51.84
Mb/s or the electrical equivalent to OC-l optical signal, level 2 is 155.52
Mb/s or the electrical equivalent to OC-3.
2.2.62 "signaling System 7" (SS7) means a signaling protocol used by the CCS
Network.
2.2.63 o'switched Exchange Access Service" means the offering of tansmission
or switching services to Telecommunications Carriers for the purpose of
the origination or termination of telephone toll service. Switched
Exchange Access Services include: Feature Group A, Feature Group B,
Feature Group D, 8XX access, and 9XX access and theil successors or
similar Switched Exchange Access Services.
2.2.64 "Synchronous Optical Network" (SONET) is an optical interface
standard that allows inter-networking of transmission products from
multiple vendors. The base rate is 51.84 Mbps ("OC-1/STS-1") and
higher rates are direct multiples of the base rate, W to 13.22 Gbps.
2.2.65 "Tandem Transit Traffic" is defined as local traffic originating or
terminating on one Party's network that is switched and/or transported by
the other Party and delivered to or from the network of a third party. For
purposes of this Agreement, Tandem Transit Traffic does not include
overflow traffic between the Parties that is routed through a third party
tandem provider.
2.2j2 "Wire Center" is the location of one or more local switching systems. A
point at which End User's loops within a defined geographic area
converge. Such local loops may be served by one (1) or more Central
Office Switches within such premises.
"Telecommunications" is As Defined in the Act.
"Telecommunications Carrier" is As Defined in the Act.
"Telecommunications Service" is As Defined in the Act.
"Telephone Exchange Service" is As Defined in the Act.
"Telephone Toll Service" is As Defined in the Act.
"Trunk" means a communication line between two switching systems.
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For purposes of this Agreement, certain terms have been defined in this
Agreement to encompass meanings that may differ from, or be in addition to, the
normal connotation of the defined word. Unless the context clearly indicates
otherwise, any term defined or used in the singular will include the plural. The
words "include," "includes," and "including" shall be deemed to be followed by
the phrase "without limitation" and/or'obut not limited to." The words "will" and
"shall" are used interchangeably throughout this Agreement and the use of either
corurotes a mandatory requirement. The use of one or the other will not mean a
different degree of right or obligation for either Party. A defined word intended
to convey its special meaning is capitalized when used. Other terms that are
capitalized and not defined in this Agreement will have the meaning in the Act, orin the absence of their inclusion in the Act, their customary usage in the
Telecommunications industry as of the Effective Date.
3. EF'FECTIVE DATE
3.1 This Agreement becomes effective ("Effective Date") when executed by each
Party and shall be filed for approval by the Commission under Section 252(e) ot
the Act.
4.INTERYENING LAW
4.1 The Parties acknowledge that the respective rights and obligations of each Party
as set forth in this Agreement are based upon the Act and the rules and
regulations promulgated thereunder by the FCC and the Commission as of the
Effective Date ("Applicable Rules"). [n the event of any amendment of the Act,
any effective legislative action or any effective regulatory or judicial order, rule,
regulation, arbitration award, dispute resolution procedures under this Agreement
or other legal action purporting to apply the provisions of the Act to the Parties or
in which the court, FCC or the Commission makes a generic determination that is
generally applicable which revises, modifies or reverses the Applicable Rules
(individually, "Amended Rules"), either Party may, by providing written notice to
the other Party, require that the affected provisions of this Agreement be
renegotiated in good faith and this Agreement shall be amended accordingly to
reflect the pricing, terms and conditions and collectively of each such Amended
Rules relating to any of the provisions in this Agreement. If negotiations fail,
disputes between the Parties concerning the interpretation of the actions required
or provisions affected by such governmental actions shall be resolved pursuant to
the dispute resolution process provided for in this Agreement. The Parties further
acknowledge and agree that by executing this Agreement, neither Party waives
any of its rights, remedies, or arguments with respect to such decisions and any
remand thereof, including its right to seek legal review or a stay pending appeal
of such decisions or its rights under this Intervening Law paragraph.
5. TERM OF AGREEMENT
TDS TELECOIVI/TCAL
Interconnection Agreement September 2016
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5.1
5.2
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This Agreement will become effective as of the Effective Date stated above, and
unless terminated earlier in accordance with the terms hereof, shall continue in
effect until December 9,2017 (the "Initial Term"), and thereafter the Agreement
shall continue in force and effect unless and until terminated as provided herein.
Notwithstanding any other provision of this Agreement, either Party (the
"Terminating Party") may terminate this Agreement and the provision of any
Interconnection, functions, facilities, products or services provided pursuant to
this Agreement in the event that the other Party fails to perform a material
obligation or breaches a material term of this Agreement and the other Party (i)
fails to cure such nonperformance or breach within forty-five (45) calendar days
after receiving written notice thereof pursuant to this Section 5.2; and (ii) has not
commenced a dispute regarding the subject of the breach pursuant to Section
16.2.1within the same forty-five (45) calendar days; and (iii) fails to obtain and
provide to the Terminating Party within that same forty-five (45) calendar days an
Order by the Commission prohibiting or delaying such termination. Any
termination pursuant to this Section 5.2 shall take effect immediately upon
delivery of written notice by the Terminating Party to the other Party that it is
effecting termination pursuant to this Section 5.2 and that conditions (i) and (ii)
above pertain This Section 5.2 does not apply to billing disputes as defined in
Section 15.
5.3 Upon the expiration of the Initial Term or any time thereafter, either Party may
terminate this Agreement by providing written notice to the other Party of its
intention to terminate, such written notice to be received at least ninety (90) days
in advance of the date of termination. Neither Party shall have any liability to the
other Party for termination of this Agreement pursuant to this Section 5.3 other
than its obligations under Sections 5.4 and 5.5.
5.4 Upon termination or expiration of this Agreement in accordance with Sections 5.2
or 5.3:
5.4.I Each Party shall continue to comply with its obligations set forth in
Section 44; and
5.4.2 Each Party shall promptly pay all amounts owed under this Agreement, or
follow the procedures for billing disputes as set forth herein.
5.4.3 Each Party's confidentiality obligations shall survive; and
5.4.4 Each Party's indemnification obligations shall survive.
5.5 ln the event of termination of this Agreement pursuant to Section 5.3, TDS
TELECOM and TCAL shall cooperate in good faith to effect an orderly transition
of service under this Agreement; provided that TCAL shall be solely responsible
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5.6
Interconnection Agreement
General Terms and Conditions
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(from a financial, operational and administrative standpoint) to ensure that its End
Users have been transitioned to a new LEC by the expiration date or termination
date of this Agreement.
In the event of termination of this Agreement pursuant to Section 5.3, if either
Party seeks to renegotiate this Agreement, unless otherwise agreed by the Parties,
it must provide written notice thereof to the other Party within ninety (90) days
after receive of termination notice. Any such request shall be deemed by both
Parties to be a good faith request for Interconnection pursuant to Section 252 of
the Act (or any successor provision), regardless of which Party made such
request. If the Parties do not execute a new interconnection agreement within the
respective periods set under the Act, either Party may exercise its applicable
rights under the Act.
6.
5.7 If either Party requests renegotiation of this Agreement pursuant to Section 5.6
above, the rates, terms and conditions of this Agreement shall continue in fulI
force and effect until the effective date of its successor agreement, whether such
successor agreement is established via negotiation, arbitration or pursuant to
Section 252(i) of the Act; provided, however, when a successor agreement
becomes effective, the terms, rates and charges of such successor Agreement shall
apply retroactively back to the date this Agreement would otherwise have
terminated or expire, whichever is later, and that the retro-active true-up shall be
completed within ninety (90) calendar days following the effective date of such
successor Agreement.
ASSIGNMENT
6.1 Neither Party hereto may assign or otherwise transfer its rights or obligations
under this Agreement, except with the prior written consent of the other Party
hereto, which consent will not be unreasonably withheld; provided, that either
Party may assign its rights and delegate its benefits, duties and obligations under
this Agreement without the consent of the other party to a one hundred per cent
(100%) owned affiliate of the assigning paff, provided the performance of any
such assignee is guaranteed by the assignor. Nothing in this Section is intended
to impair the right of either Party to utilize subcontractors.
6.2 Each Party will notiff the other in writing not less than sixty (60) days in advance
of anticipated assignment.
7. DELEGATION TO AFFILIATE
7.1 Each Party may, without the consent of the other Party, fulfill its obligations
under this Agreement by itself or may cause its Affiliate(s) to take some or all of
such actions to fulfrll such obligations. Upon such delegation, the Affrliate shall
become a primary obligor hereunder with respect to the delegated matter, but such
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8.
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Page 16
delegation shall not relieve the delegating Party of its obligations as co-obligor
hereunder. Any Party which elects to perform its obligations through an Affiliate
shall cause its Affiliate to take all action necessary for the performance of such
Party's obligations hereunder. Each Party represents and warrants that if an
obligation under this Agreement is to be performed by an Affiliate, such Party has
the authority to cause such Affiliate to perform such obligation and such Affiliate
will have the licensure, certification, and all other legal authority required to
accomplish the delegated performance.
CONFIDENTIALITY AND PROPRIETARY INFORMATION
8.1 For the purposes of this Agreement, "Proprietary Information" means confidential
or proprietary technical or business information given by one Party ("the
Disclosing Party") or its agent, employee, representative or Affiliate to the other
in connection with this Agreement, during negotiations and the term of this
Agreement:
8.1.1 ln written, graphic, electromagnetic, or other tangible form and marked at
the time of delivery as "Confidential" or "Proprietary" however, regardless
of whether so marked, any non-public information which, because of
legends or other markings, the circumstances of disclosure or the
information itself, is otherwise reasonably understood by the Receiving
Party to be proprietary and confidential to the Disclosing Party, shall be
deemed to be Proprietary Information; or
8.r.2 Any portion of any notes, analyses, data, compilations, studies,
interpretations or other documents prepared by any Receiving Party to the
extent the same contain, reflect, are derived from, or are based upon, any
of the information described in this Section 8, unless such information
contained or reflected in such notes, analyses, etc. is so commingled with
the Receiving Party's information that disclosure could not possibly
disclose the underlying proprietary or confidential information (such
portions of such notes, analyses, etc. referred to herein as "Derivative
Information").
8.2 Proorietary Information Shall be Held in Confidence
8.2.1 Each Receiving Party agrees that:
8.2.I.1all Proprietary Information communicated to it or any of its agents,
attorneys, employees, representatives and Affiliates in connection
with this Agreement shall be held in confidence to the same extent
as such Receiving Party holds its own confidential information of
like importance; provided that such Receiving Party and its agents,
attorneys, employees, representatives and Affiliates shall not use
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8.3
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less than a reasonable standard of care in maintaining the
confidentiality of such information;
8.2.1.2 it will not, and it will not permit any of its agents, attomeys,
employees, representatives and Affiliates to disclose such
Proprietary Information to any Third Party;
8.2.1.3 it will disclose Proprietary Information only to those of its agents,
attorneys, employees, representatives and Affiliates who have a
need for it in connection with the use or provision of any services
required to fulfill this Agreement; and
8.2.1.4 it will, and will cause each of its agents, attorneys, employees,
representatives and Affiliates, to use such Proprietary Information
only to perform its obligations under this Agreement or to use
services provided by the Disclosing Party hereunder and for no
other purpose, including its own marketing purposes.
8.2.2 A Receiving Party may disclose Proprietary Information of a DisclosingParty to the Receiving Party's agents, attorneys, employees,
representatives and Affiliates who need to know such information to
perform their obligations under this Agreement; provided that before
disclosing any Proprietary Information to any agent, employee,
representative or Affiliate, the Receiving Parry shall notiff such agent,
employee, representative or Affiliate of such Party's obligation to comply
with this Agreement. Each Receiving Party making such disclosure shall
notifr the Disclosing Party as soon as possible if it has knowledge of a
breach of this Agreement in any material respect.
8.2.3 Proprietary Information shall not be reproduced by any Receiving party in
any form except to the extent (i) necessary to comply with the provisions
of Section 8.5 and (ii) reasonably necessary to perform its obligations
under this Agreement.
Unless otherwise agreed, the obligations of confidentiality and non-use set forth
in this Agreement do not apply to such Proprietary Information that:
8.3.1 was at the time of receipt, already known to the Receiving party, free of
any obligation to keep confidential and evidenced by written records
prepared prior to delivery by the Disclosing Party; or
8.3.2 Is, or becomes publicly known through no wrongful act of the Receiving
Party; or
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8.3.3 Is rightfully received from a Third Party having no direct or indirect
secrecy or confidentiality obligation to the Disclosing Party with respect
to such information; provided that such Receiving Party has exercised
commercially reasonable efforts to determine whether such Third Party
has any such obligation; or
8.3.4 Is independently developed by an agent, employee representative or
Affiliate of the Receiving Party and such Party is not involved in any
manner with the provision of services pursuant to this Agreement and does
not have any direct or indirect access to the Proprietary Information; or
8.3.5 Is disclosed to a Thfud Party by the Disclosing Party without similar
restrictions on such Third Party's rights; or
8.3.6 Is approved for release by written authorization of the Disclosing Party,
but only to the extent ofthe authorization granted; or
8.3.7 Is required to be made public by the Receiving Party pursuant to
Applicable Law or regulation, provided that such production or disclosure
shall have been made in accordance with Section 8.5.
Prooosed Disclosure of Proprietary Information to a Governrnental Authoritv
8.4.1 If a Receiving Party desires to disclose or provide to a Commission, the
FCC or any other governmental authority any Proprietary Information of
the Disclosing Party, such Receiving Party shall, prior to and as a
condition of such disclosure, (i) provide the Disclosing Party with written
notice and the form of such proposed disclosure as soon as possible but in
any event early enough to allow the Disclosing Party to protect its
interests in the Proprietary Information to be disclosed and (ii) attempt to
obtain in accordance with the applicable procedures of the intended
recipient of such Proprietary Information an appropriate order for
protective relief or other reliable assurance that confidential treatment
shall be accorded to such Proprietary Information.
8.4.2 If a Receiving Party is required by any Governmental Authority or by
Applicable Law to disclose any Proprietary Information, then such
Receiving Party shall provide the Disclosing Party with written notice of
such requirement as soon as possible, and in no event later than five (5)
calendar days after receipt of such requirement, and prior to such
disclosure. Upon receipt of wriffen notice of the requirement to disclose
Proprietary Information, the Disclosing Party at its expense, may then
either seek appropriate protective relief in advance of such requirement to
prevent all or part of such disclosure or waive the Receiving Party's
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8.4.3
8.5
TDS TELECOIWTCAL
Interconnection Agreement
The Receiving Party shall use all commercially reasonable efforts to
cooperate with the Disclosing Party in attempting to obtain any protective
relief which such Disclosing Party chooses to seek pursuant to this Section
8.4. In the absence of such relief, if the Receiving Party is legally
compelled to disclose any Proprietary Information, then the Receiving
Party shall exercise all commercially reasonable efforts to preserve the
confidentiality of the Proprietary information, including cooperating with
the Disclosing Party to obtain an appropriate order for protective relief or
other reliable assurance that confidential treatrnent will be accorded the
Proprietary Information.
Notwithstanding any of the foregoing, TDS TELECOM shall be entitled to
disclose Proprietary Information on a confidential basis to regulatory agencies
upon request for information as to TDS TELECOM's activities under the Act if
TDS TELECOM has provided reasonable prior written notice to TCAL and
obtained an appropriate order for protective reliefor other reliable assurance that
confidential treatment shall be accorded to such Proprietary Information.
8.6 Return of Proprietary lnformation
8.6.1 All Proprietary lnformation, other than Derivative Information, shall
remain the property of the Disclosing Party, and all documents or other
tangible media delivered to the Receiving Party that embody such
Proprietary Information shall be, at the option of the Disclosing Party,
either promptly returned to Disclosing Party or destroyed, except as
otherwise may be required from time to time by Applicable Law (in which
case the use and disclosure of such Proprietary Information will continue
to be subject to this Agreement), upon the earlier of (i) the date on which
the Receiving Party's need for it has expired and (ii) the expiration or
termination of this Agreement.
8.6.2 At the request of the Disclosing Party, any Derivative Information shall
be, at the option of the Receiving Party, either promptly returned to the
Disclosing Party or destroyed, except as otherwise may be required from
time to time by Applicable Law (in which case the use and disclosure of
such Derivative Information will continue to be subject to this
Agreement), upon the earlier of (i) the date on which the Receiving
Party's need for it has expired and (ii) the expiration or termination of this
Agreement.
8.6.3 The Receiving Party may at any time either return the Proprietary
Information to the Disclosing Party or destroy such Proprietary
Interconnection Agreement
General Terms and Conditions
Page 19
compliance with this Section 8.4 with respect to all or part of such
requirement.
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8.7
8.8
8.9
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Information. If the Receiving Party elects to destroy Proprietary
Information, all copies of such information shall be destroyed and upon
the written request of the Disclosing Party, the Receiving Party shall
provide to the Disclosing Party written certification of such destruction.
The destruction or return of Proprietary information shall not relieve any
Receiving Party of its obligation to continue to treat such Proprietary
Information in the manner required by this Agreement.
Notwithstanding any other provision of this Agreement, the Proprietary
Information provisions of this Agreement shall apply to all information furnished
by either Party to the other in furtherance of the purpose of this Agreement, even
if furnished before the date of this Agreement and each Party's obligation to
safeguard Proprietary Information disclosed prior to expiration or termination of
this Agreement will survive such expiration or termination.
Pursuant to Section 222(b) of the Act, both Parties agree to limit their use of
Proprietary Information received from the other to the permitted purposes
identified in the Act.
Each Party has the right to refuse to acce,pt any Confidential Information under
this Agreement, and nothing in this Section 8 shall obligate either Party to
disclose to the other Party any particular information.
8. 1 0 The Parties agree that an impending or existing violation of any provision of this
Section 8 would cause the Disclosing Party irreparable injury for which it would
have no adequate remedy at law, and agree that Disclosing Party shall be entitled
to obtain immediate injunctive relief prohibiting such violation, in addition to any
other rights and remedies available to it at law or in equity, including both
specific performance and monetary damages. In the event of any breach of this
Section 8 for which legal or equitable relief is sought, all reasonable attorney's
fees and other reasonable costs associated therewith shall be recoverable by the
prevailing Party.
LIABILITY AND INDEMNIFICATION
9.1 Limitation of Liabilities
9.1.1 Except for indemnity obligations expressly set forth herein or as otherwise
expressly provided in specific appendices, each Party's liability to the
other Party for any Loss relating to or arising out of such Party's
performance under this Agreement, including any negligent act or
omission (whether willful or inadvertent), whether in contract, tort or
otherwise, including alleged breaches of this Agreement and causes of
action alleged to arise from allegations that breach of this Agreement also
constitute a violation of a statute, including the Act, shall not exceed in
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General Terms and Conditions
Page2l
total the amount TDS TELECOM or TCAL has charged or would have
charged to the other Party for the affected Interconnection, functions,
facilities, products and service(s) that were not performed or were
improperly performed.
9.1.2 Except for losses alleged or made by an end user of either Party, or except
as otherwise provided in specific appendices, in the case of any loss
alleged or made by a third party arising under the negligence or willful
misconduct of both Parties, each Party shall bear, and its obligation under
this section shall be limited to, that portion (as mutually agreed to by the
Parties) of the resulting expense caused by its own negligence or willful
misconduct or that of its agents, servants, contractors, or others acting in
aid or concert with it.
9.2 NO CONSEOUENTIAL DAMAGES
9.2.1 NEITHER TCAL NOR TDS TELECOM WILL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL
CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
SUFFERED BY SUCH OTHER PARTIES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST
REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY
SUCH OTHER PARTIES), REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT
LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION
NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE,
AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE
POSSIBILITY THAT SUCH DAMAGES COULD RESULT. EACH
PARTY HEREBY RELEASES THE OTHER PARTY (AND SUCH
OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS FROM ANY SUCH CLAIM. NOTHING CONTAINED IN
THIS SECTION WILL LIMIT TDS TELECOM's OR TCAL,s
LIABILITY TO THE OTHER FOR (D WILLFUL OR INTENTIONAL
MISCONDUCT (INCLUDING GROSS NEGLIGENCE); AND (ii)
BODILY INruRY, DEATH, OR DAMAGE TO TANGIBLE REAL OR
TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY
TDS TELECOM's OR TCAL's NEGLIGENT ACT OR OMISSION OR
THAT OF THEIR RESPECTIVE AGENTS, SUBCONTRACTORS OR
EMPLOYEES, NOR WILL ANYTHING CONTAINED IN THIS
SECTION LIMIT THE PARTIES INDEMNIFICATION
OBLIGATIONS, AS SPECIFIED BELOW.
10. REMEDIES
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10.1
11.
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Except as otherwise provided in this Agreement, no remedy set forth herein is
intended to be exclusive and each and every remedy shall be cumulative and in
addition to any other rights or remedies now or hereafter existing under
Applicable Law or otherwise.
INTELLECTUAL PROPERTY
11.1 Any Intellectual Property originating from or developed by a Party shall remain in
the exclusive ownership of that Party.
INDEMNITY
tz.l Except as otherwise expressly provided herein or in specific appendices, and to
the extent not prohibited by Applicable Law and not otherwise controlled by
tariff, each Party (the "Indemnifring Party") shall release, defend and indemni$
the other Party (the "Indemnified Party") and hold such Indemnified Party
harmless against any Loss to a Third Party arising out of the negligence or willful
misconduct ("Fault") of such Indemni$ing Party, its agents, its End Users,
contractors, or others retained by such Parties, in connection with the
Indemnifuing Party's provision of Interconnection, functions, facilities, products
and services under this Agreement; provided, however, that (i) with respect to
employees or agents of the Indemniffing Party, such Fault occurs while
performing within the scope of their employment, (ii) with respect to
subcontractors of the lndemnifuing Party, such Fault occurs in the course of
performing duties of the subcontractor under its subcontract with the
Indemnifuing Purty, and (iii) with respect to the Fault of employees or agents of
such subcontractor, such Fault occurs while performing within the scope of their
employment by the subcontractor with respect to such duties of the subcontractor
under the subcontract.
12.2 A Party (the "Indemnifying Party") shall defend, indemnifu and hold harmless
the other Party ("Indemnified Party") against any Claim or Loss arising from
the Indemnifying Party's use of Interconnection, functions, facilities, products
and services provided under this Agreement involving:
12.2.1 Any Claim or Loss arising from such Indemnifying Party's use of
Interconnection, functions, facilities, products and services offered under
this Agreement, involving any Claim for libel, slander, invasion of
privacy, or infringement of Intellectual Property rights arising from the
Indemniffing Party's or its End User's use.
12.2.2 The foregoing includes any Claims or Losses arising from disclosure of
any End User-specific information associated with either the originating
or terminating numbers used to provision Interconnection, functions,
facilities, products or services provided hereunder and all other Claims
arising out of any act or omission of the End User in the course of using
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TDS TELECOI\{iTCAL
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General Terms and Conditions
Page23
any Interconnection, functions, facilities, products or services provided
pursuant to this Agreement.
12.2.3 The foregoing includes any Losses arising from claims for actual or
alleged infringement of any Intellectual Property right of a Third Party to
the extent that such Loss arises from an Indemnifring party's or anIndemniffing Party's End user's use of Interconnection, functions,
facilities, products or services provided under this Agreement; provided,
however, that an Indemniffing Party's obligation to defend and indemni&
the Indemnifred Party shall not apply:
12.2.3.1 where an Indemnified Party or its End user modifies
Interconnection, functions, facilities, products or services;
provided under this Agreement without authorization of the
Indemni$ing Party; and
12.2.3.2 no infringement would have occurred without such
modification.
t2.3 Consistent with and subject to the waiver of subrogation set forth under Section
26.6.2, TCAL shall reimburse TDS TELECOM for damages to TDS TELECoM's
facilities utilized to provide lnterconnection hereunder caused by the negligenceor willful act of TCAL, its agents or subcontractors or TCAL's End User or
resulting from TCAL's improper use of TDS TELECOM's facilities, or due to
malfunction of any facilities, functions, products, services or equipment providedby TCAL, its agents or subconfiactors or TCAL's End user. upon
reimbursement for damages, TDS TELECOM will cooperate with TCAL in
prosecuting a claim against the person causing such damage. TCAL shall be
subrogated to the right of recovery by TDS TELECOM for the damages to the
extent of such payment.
12.4 Consistent with and subject to the waiver of subrogation set forth under Section
26.6.2, TDS TELECOM shall reimburse TCAL for damages to TCAL's facilities
utilized to provide or access Interconnection hereunder caused by the negligence
or willful act of TDS TELECOM, its agents or subcontractors or End User or
resulting from TDS TELECOM's improper use of TCAL's facilities, or due to
malfunction of any facilities, functions, products, services or equipment provided
by TDS TELECOM, its agents or subcontractors or TDS TELECOM's End User.
Upon reimbursement for damages, TCAL will cooperate with TDS TELECOM in
prosecuting a claim against the person causing such damage. TDS TELECOM
shall be subrogated to the right of recovery by TCAL for the damages to the
extent of such payment.
12.5 Obligation to Defend: Notice: Cooperation
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12.7
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General Terms and Conditions
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ll.5.l Should a Claim arise for indemnification under this Section, the relevant
Indemnified Party, as appropriate, will promptly notiry the Indemnifuing
Party and request in writing the Indemnifuing Party to defend the same.
Failure to so notiff the Indemniffing Party will not relieve the
Indemnifuing Party of any liability that the Indemniffing Party might
have, except to the extent that such failure prejudices the Indemniffing
Party's ability to defend such claim. The Indemniffing Party will have
the right to defend against such liability or assertion in which event the
Indemnifuing Party will give wriffen notice to the Indemnified Party of
acceptance of the defense of such Claim and the identity of counsel
selected by the Indemniffing Party.
12.5.2 lJntil such time as Indemnifying Party provides written notice of
acceptance of the defense of such claim, the Indemnified Party shall
defend such claim, at the expense of the Indemniffing Party, subject to
any right of the Indemni$ing Party to seek reimbursement for the costs of
.rrih d"f"n.e in the event that it is determined that Indemniffing Party had
no obligation to indemnify the Indernnified Party for such claim.
12.5.3 Upon accepting the defense, the Indemniffing Party shall have exclusive
right to conffol and conduct the defense and settlement of any such claims,
subject to consultation with the Indemnified Party. So long as the
Indemnifying Party is controlling and conducting the defense, the
Indemniffing Party shall not be liable for any settlement by the
Indemnified Party unless such Indemni$ing Party has approved such
settlement in advance and agrees to be bound by the agreement
incorporating such settlement.
At any time, an Indemnified Party will have the right to refuse such compromise
or settlement and, at the refusing Party's cost, to take over such defense, provided
that in such event the Indemni&ing Party will not be responsible for, nor will it be
obligated to indemni$ the refusing Party against any cost or liability in excess of
such refused compromise or settlement.
In the event the Indemniffing Party does not accept the defense of any
indemnified Claim as provided above, the Indemnified Party will have the right to
employ counsel for such defense at the expense of the Indemniffing Party unless
it is determined that Indemnifuing Party had no obligation to indemniff the
Indemnified Party for such claim.
Each Party agrees to cooperate and to cause its employees and agents to cooperate
with the other Party in the defense of any such Claim and the relevant records of
each Party shall be available to the other Party with respect to any such defense,
subject to the restrictions and limitations set forth in Section 8.
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General Terms and Conditions
Page25
OSHA STATEMENT
13.1 Each Party, in recognition of the other Party's status as an employer, agrees to
abide by and to undertake the duty of compliance with all federal, state and local
laws, safety and health regulations relating to the space which Party has assumed
the duty to maintain pursuant to this Agreement, and to indemniff and hold the
other Party harmless for any judgments, citations, fines, or other penalties which
are assessed against the indemnified Party as the result of the indemni$ring
Party's failure to comply with any of the foregoing.
14. DEPOSITS
t4.t
13.
The Parties will, in order to safeguard their interests, only require the billed party
which has a proven history of late payments, defined as two consecutive late
payments within a twelve (12) month period, or does not have established credit
to make a deposit, prior to or at any time after the provision of service, to be heldby the billing Party as a guarantee of the payment of rates and charges. No such
deposit will be required of the billed party which is a successor of a co-pary
which has established credit and has no history of late payments to the Uiiting
Party. Such deposit may not exceed the actual or estimated rates and charges foi
the service for a two-month period. The fact that a deposit has been made in no
way relieves the billed Party from complying with the billing Party's regulations
as to the prompt payment of bills. At such time as the provision of the service to
the billed Party is terminated, the amount of the deposit, plus any interest accrued
on a cash deposit pursuant to Section 14.2 below, will be credited to the billed
Party's account and any credit balance which may remain will be refunded.
t4.2 Such a deposit will be refunded or credited to the billed Party's account when the
billed Party has established credit or, in any event, after the billed party has
established a one-year prompt payment record at any time prior to the termination
of the provision of the service to the billed Party. In the case of a cash deposit,
for the period the deposit is held by the billing Party, the billed Parry will receive
simple interest at the lower of; the rate of lyo per month (l2o/o anntally) or the
highest rate allowed by applicable law. The rate will be calculated frornthe date
the billed Party's deposit is received by the billing Parfy up to and including the
date such deposit is credited to the billed Party's account or the date the deposit is
refunded by the billing Party. Should a deposit be credited to the billed party,s
account, as indicated above, no interest will accrue on the deposit from the date
such deposit is credited to the customer's account.
15. BILLING AI\D PAYMENT OF RATES AI\D CHARGES
15.1 Unless otherwise stated, each Party will render monthly bill(s) to the other for
Interconnection, functions, facilities, products and services provided hereunder at
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TDS TELECOM/TCAL
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the rates set forth in the applicable Appendix Pricing, as set forth in applicable
tariffs or other documents specifically referenced herein and, as applicable, as
agreed upon by the Parties or authorized by a Party.
15.1.1 Remittance in full of all bills rendered by TDS TELECOM is due within
thirty (30) calendar days of each bill date (the "Bill Due Date").
15.1.2 Remiffance in full of all bills rendered by TCAL is due within thirty (30)
calendar days of each bill date (the "Bill Due Date").
15.1.3 If either Party fails to remit payment for any undisputed charges for
services by the Bill Due Date, or if a payment or any portion of a payment
is received after the Bill Due Date, or if a payment or any portion of a
payment is received in funds which are not immediately available as of the
Bill Due Date (individually and collectively, "Past Due"), then a late
payment charge shall be assessed as provided in Section 15.1.3.1 as
applicable.
15.1.3.1 If any charge incurred under this Agreement is Past Due,
the unpaid amounts shall accrue interest from the Bill Due Date at
the lesser of (i) one and one-half percent (l Yzo/o) per month and (ii)
the highest rate of interest that may be charged under Applicable
Law, to and including the date that the payment is actually made
and available.
15.2 If any portion of an amount due to a Party (the "Billing Party") under this
Agreement is subject to a bona fide dispute between the Parties, the Party billed
(the ,,Non-Paying Party") shall give written notice to the Billing Party of the
amounts it disputes ("Disputed Amounts") and include in such written notice the
specific details and reasons for disputing each item listed in Section 16.3.1.1. The
Non-Paying Party shall pay when due all undisputed amounts to the Billing Party.
15.3 Issues related to Disputed Amounts shall be resolved in accordance with the
procedures identified in the Dispute Resolution provisions set forth in Section 16.
15.4 If the Non-Paying Parfy disputes any charges and any portion of the dispute is
resolved in favor of such Non-Paying Pu.ty, the Parties shall cooperate to ensure
that all of the following actions are taken:
15.4.1 the Billing Party shall credit the invoice of the Non-Paying Party for that
portion of the Disputed Amounts resolved in favor of the Non-Paying
Pufry, together with any Late Payment Charges assessed with respect
thereto no later than the second Bill Due Date after the resolution of the
Dispute; and
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General Terms and Conditions
Page27
15.4.2 no later than the thfud Bill Due Date after the resolution of the dispute
regarding the Disputed Amounts, the Non-Paying Party shall pay the
Biling Party for that portion of the Disputed Amounts resolved in favor of
the Billing ParW, together with any Late Payment Charges such Billing
Party is entitled to receive pursuant to this Section.
15.5 Failure by the Non-Paying Party to pay any charges determined by final non-
appealable order resulting from the dispute resolution process to be owed to the
Billing Party within the time specified in the order or if no time is specified, then
within the time set forth in Section 15.4.2 shall be grounds for termination of this
Agreement.
15.6 If either Party request one or more additional copies of a bill, the requesting Party
will pay the Billing Pafi a reasonable fee for each additional copy, unless such
copy was requested due to failure in delivery of the original bill or correction(s) to
the original bill.
DISPUTE RESOLUTION
16.l Finality of Disputes
16.1.1 Except as otherwise specifically provided in this Agreement, no claims
will be brought for disputes arising from this Agreement more than
twenty-four (24) months from the date the occurrence which gives rise to
the dispute is discovered or reasonably should have been discovered with
the exercise of due care and attention.
16.1.2 The Parties desire to resolve disputes arisrng out of this Agreement
without litigation. Accordingly, except for action seeking a temporary
restraining order or an injunction related to the purposes of this
Agreement, or suit to compel compliance with this Dispute Resolution
process, the Parties agree to use the following Dispute Resolution
procedure with respect to any controversy or claim arising out of or
relating to this Agreement or its breach.
16.2 CommencineDisputeResolution
16.2.1 Dispute Resolution shall commence upon one Party's receipt of written
notice of a controversy or claim arising out of or relating to this
Agreement or its breach. No Party may pursue any claim unless such
written notice has first been given to the other Party. There are three (3)
separate Dispute Resolution methods each of which is described below:
16.2.1.t Service Center;
16.2.1.2 Informal Dispute Resolution; and
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Interconnection Agreement
16.2.I.3 FormalDisputeResolution.
16.3 Service Center Dispute Resolution
16.3.1 The following Dispute Resolution procedures will apply with respect to
any billing dispute arising out of or relating to the Agreement.
16.3.1.1 If the written notice given pursuant to Section 15.2
discloses that a dispute relates to billing, then the procedures set
forth in this Section 16.3.1 shall be used and the dispute shall first
be referred to the appropriate service center for resolution. In
order to resolve a billing dispute, one Party shall furnish the other
Party written notice of (i) the date of the bill in question, (ii) BAN
number of the bill in question, (iii) telephone number, circuit ID
number or trunk number in question, (iv) any USOC information
relating to the item questioned, (v) amount billed, (vi) amount in
question, and (vii) the reason that the Party disputes the billed
amount.
16.3.L.2 The Parties shall attempt to resolve Disputed Amounts
appearing on current billing statements thirty (30) to sixty (60)
calendar days from the Bill Due Date (provided the disputing Party
fumishes all requisite information and evidence under Section
16.3.1.1 by the Bill Due Date). If not resolved within thirty (30)
calendar days, upon request, the Parties will notiff each other of
the status of the dispute and the expected resolution date.
16.3.1.3 The Parties shall attempt to resolve Disputed Amounts
appearing on statements prior to the current billing statement
within thirty (30) to ninety (90) calendar days, but resolution may
take longer depending on the complexity of the dispute. Either
Party may initiate Informal Resolution of Disputes identified in
Section 16.4 prior to initiating Formal Resolution of Disputes
identified in Section 16.5 if the Parties are unable to resolve the
Disputed Amounts.
16.4 Informal Resolution of Disputes
16.4.1 Upon receipt by one Party of notice of a dispute by the other Party
pursuant to Section 16.2 or Section 16.3, each Party will appoint a
knowledgeable, responsible representative to meet and negotiate in good
faith to resolve any dispute arising under this Agreement. The location,
form, frequency, duration, and conclusion of these discussions will be left
to the discretion of the representatives. Upon agreement, the
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16.5 Formal Resolution of Disputes
16.5.1 Except as otherwise specifically set forth in this Agreement, for all
disputes arising out of or pertaining to this Agreement, including but not
limited to matters not specifically addressed elsewhere in this Agreement
which require clarification, re-negotiation, modifications or additions to
this Agreement, either Party may invoke dispute resolution procedures
available pursuant to the dispute resolution rules, as amended from time to
time, of the Commission. Also, upon mutual agreement, the Parties may
seek commercial binding arbitration as specified in Section 16.6.1.
16.5.2 The Parties agree that the Dispute Resolution procedures set forth in this
Agreement are not intended to conflict with applicable requirements of the
Act or the Commission with regard to procedures for the resolution of
disputes arising out of this Agreement.
16.6 Arbitration
16.6.1 When both Parties agree to binding arbitration, disputes will be submitted
to a single arbitrator pursuant to the Commercial Arbitration Rules of the
American Arbitration Association or pursuant to such other provider of
arbitration services or rules as the Parties may agree. The arbitrator shall
be a person knowledgeable in the area of telecommunications. The place
where each separate arbitration will be held will be Idaho, unless the
Parties agree otherwise. The arbitration hearing will be requested to
commence within sixty (60) days of the demand for arbitration. The
arbitrator will control the scheduling so as to process the matter
expeditiously. The Parties may submit written briefs upon a schedule
determined by the arbitrator. The Parties will request that the arbitrator
rule on the dispute by issuing a written opinion within thirty (30) days
after the close of hearings. The arbitrator has no authority to order
punitive or consequential damages. The times specified in this Section
may be extended or shortened upon mutual agreement of the Parties or by
the arbitrator upon a showing of good cause. Each Party will bear its own
costs of these procedures. The Parties will equally split the fees of the
Interconnection Agreement
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representatives may utilize other alternative Dispute Resolution
procedures such as mediation to assist in the negotiations. Discussions and
the correspondence among the representatives for purposes of settlement
are exempt from discovery and production and will not be admissible in
the arbitration described below or in any lawsuit without the concurrence
of both Parties. Documents identified in or provided with such
communications that were not prepared for purposes of the negotiations
are not so exempted, and, if otherwise admissible, may be admitted in
evidence in the arbination or lawsuit.
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Interconnection Agreement
16.6.2 All Available Remedies. If the dispute has not been resolved pursuant to
Informal Dispute Resolution under Section 16.4, Commission Dispute
Resolution under Section 16.5.1, or binding arbitration under Section 16.6,
then both Parties may resort to any and all available judicial and/or
regulatory remedies.
TERMINATION OF SERYICE TO TCAL
17.l Unless otherwise specified therein, Sections 17.1,17.2,17.3, and 17.4 shall apply
to all charges billed for all products and services fumished under this Agreement.
17.2 Failure of TCAL to pay charges or, by the due date, provide reasonably specific
notice of any disputed charges, (Unpaid Charges), may be grounds for
disconnection of Interconnection, functions, facilities, products and services
furnished under this Agreement. If TCAL fails to pay by the Bill Due Date, any
and all undisputed charges billed to them under this Agreement, including any
Late Payment Charges as provided for in Section 15.1.3 or miscellaneous charges
("Unpaid Charges"), and any portion of such Unpaid Charges remain unpaid
after the Bill Due Date, the Billing Party shall notiff the Non-Paying Party in
writing that in order to avoid disruption or disconnection of the applicable
Interconnection, functions, facilities, products and services furnished under this
Agreement, the Non-Paying Party must remit all undisputed Unpaid Charges to
the Billing Party.
17.3 Disputes hereunder will be resolved in accordance with the Dispute Resolution
Procedures set out in Section 16 of this Agreement.
I7.4 If any TCAL undisputed charges remain unpaid at the conclusion of the time
period as set forth in Section 15.1.1 above (thirty (30) calendar days from the due
date of such unpaid charges), TDS TELECOM will notiff TCAL and the
appropriate commission(s) in writing, that unless all charges are paid within thirty
(30) calendar days, all services rendered to TCAL by TDS TELECOM may be
disconnected.
17.5 In the event TDS TELECOM discontinues service to TCAL upon failure to pay
undisputed charges only as provided in this section, TDS TELECOM will have no
liability to TCAL in the event of such disconnection.
t7.6 After disconnect procedures have begun, TDS TELECOM will not accept servtce
orders from TCAL until all unpaid, undisputed charges are paid. TDS
TELECOM will have the right to require a deposit pursuant to Section 14 prior to
resuming service to TCAL after disconnect for nonpayment.
Interconnection Agreement
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arbitration and the arbitrator. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
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Beyond the specifically set out limitations in this section, nothing herein will be
interpreted to obligate TDS TELECOM to continue to provide service to any such
end users or to limit any and all disconnection rights TDS TELECOM may have
with regard to such end users.
17.8 If TCAL desires to dispute any portion of the Unpaid Charges, TCAL shall take
all of the following actions not later than fourteen (14) calendar days following
receipt of notice of Unpaid Charges:
17.8.1 TCAL shall notiff TDS TELECOM in writing which portion(s) of the
Unpaid Charges TCAL disputes, including the total amount disputed
("Disputed Amounts") and the specific details listed in Section 16.3.1 of
this Agreement, together with the reasons for its dispute; and
17.8.2 TCAL shall immediately pay all undisputed Unpaid Charges
NOTICES
18.1 In the event any notices are required to be sent under the terms 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 provided by electronic mail or
facsimile, which, will be effective on receipt; provided, however, notices to a
Party's 24-how maintenance contact number will be by telephone and/or facsimile
and will be deemed to have been received on the date received. The Parties will
provide the appropriate telephone and facsimile numbers to each other. Unless
otherwise specifically provided in this Agreanent, notice will be directed as
follows:
18.2 If to TCAL:
AT&T
I AT&T Way
Room4A105
Bedminster, NJ 07921
Attn: Carier Relations Director
Phone: [phone]
Email: [e-mail]
With a copy to:
AT&T Services, [nc.
Legal Department
208 S. Akard Street
Dallas, TX 75202
Atbr: Interconnection Agreement Counsel
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Page32
Fax: [phone]
18.3 If to TDS TELECOM:
TDS TELECOM
ATTN: Carrier Relations
10025 Investunent Dr., Suite 200
Knoxville, TN 37932
Fax: [phone]
CarrierRelations@tdstelecom. com
With a copy to:
TDS TELECOM
ATTN: Regulatory & Corporate Counsel
P.O. Box 5366
Madison, WI 53705-0366
Fax: [phone]
18.4 Either Party may unilaterally change its designated representative and/or address,
telephone contact number or facsimile number for the receipt of notices by giving
wriffen notice to the other Party in compliance with this Section. Any notice to
change the designated contact, address, telephone and/or facsimile number for
receipt of notices will be deemed effective ten (10) calendar days following
receipt by the other Parfy.
19.TAXES
19.1 With respect to any purchase of service under this Agreement, if any Federal,
state or local government tax, fee, surcharge, or other tax-like charge (a "Tax") is
required or permitted by applicable law, ordinance or tariffto be collected from a
purchasing Parfy by the providing Party, then (i) the providing Party will bill, as a
separately stated item, the purchasing Party for such Tax, (ii) the purchasing Party
will timely remit such Tax to the providing Party, and (iii) the providing Party
will remit such collected Tax to the applicable taxing authority.
19.2 If the providing Party does not collect a Tax because the purchasing Party asserts
that it is not responsible for the tax, or is otherwise excepted from the obligation
which is later determined by formal action to be wrong then, as between the
providing Party and the purchasing Party, the purchasing Party will be liable for
such uncollected Tax and any interest due and/or penalty assessed on the
uncollected Tax by the applicable taxing authority or governmental entity.
19.3 If either Party is audited by a taxing authority or other governmental entity, the
other Party agrees to reasonably cooperate with the Party being audited in order to
respond to any audit inquiries in a proper and timely manner so that the audit
and/or any resulting controversy may be resolved expeditiously.
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1,9.4 If applicable law excludes or exempts a purchase of services under this
Agreement from a Tax, and if such applicable law also provides an exemption
procedure, such as an exemption certificate requirement, then, if the purchasing
Party complies with such procedure, the providing Party, subject to Section 19.2,
will not collect such Tax during the effective period of the exemption. Such
exemption will be effective upon receipt of the exemption certificate or affidavit
in accordance with Section 19.6.
19.5 If applicable law excludes or exempts a purchase of services under this
Agreement from a Tax, but does not also provide an exemption procedure, then
the providing Party will not collect such Tax if the purchasing Party (i) furnishes
the providing Party with a letter signed by an officer of the purchasing Party
claiming an exemption and identifting the applicable law which allows such
exemption, and (ii) supplies the providing Party with an indemnification
agreement, reasonably acceptable to the providing Party, which holds the
providing Party harmless on an after-tax basis with respect to forbearing to collect
such Tax.
19.6 To the extent a sale is claimed to be for resale and thus subject to tax exemption,
the purchasing Party shall furnish the providing Party a proper resale tax
exemption certificate as authorized or required by statute or regulation of the
jurisdiction providing said resale tax exemption. Failure to timely provide said
resale tax exemption certificate will result in no exemption being available to the
purchasing Party for any period prior to the date that the purchasing Party
presents a valid certificate. If Applicable Law excludes or exempts a purchase of
Interconnection, functions, facilities, products and services under this Agreement
from a Tax, but does not also provide an exemption procedure, then the providing
Party will not collect such Tax if the purchasing Party (a) furnishes the providing
Party with a letter signed by an officer of the purchasing Party claiming an
exemption and identiffing the Applicable Law that both allows such exemption
and does not require an exemption certificate; and (b) supplies the providing Party
with an indemnification agreement, reasonably acceptable to the providing Party,
which holds the providing Party harmless from any tax, interest, penalties, loss,
cost or expense with respect to forbearing to collect such Tax.
19.7 With respect to any Tax or Tax controversy covered by this Section 19, the
purchasing Party is entitled to contest with the imposing jurisdiction, pursuant to
Applicable Law and at its own expense, any Tax that it is ultimately obligated to
pay or collect. The purchasing Party will ensure that no lien is attached to any
asset of the providing Party as a result of any contest. The purchasing Party shall
be entitled to the benefit of any refund or recovery of amounts that it had
previously paid resulting from such a contest. Amounts previously paid by the
providing Party shall be refunded to the providing Party. The providing Party
will cooperate in any such contest.
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20.
21.
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19.8 All notices, affidavits, exemption certificates or other communications required or
permitted to be given by either Party to the other under this Section shall be sent
in accordance with Section 18 hereof.
FORCE MAJEURE
2O.l Except as otherwise specifically provided in this Agreement, neither Party will be
liable for any delay or failure in performance of any part of this Agreement
caused by a Force Majeure condition, including acts of the United States of
America or any state, territory, or political subdivision thereof, acts of God or a
public enemy, fires, floods, labor disputes such as strikes and lockouts, freight
embargoes, earthquakes, volcanic actions, wars, acts of terrorism, civil
disturbances, cable cuts, or other causes beyond the reasonable control of the
Party claiming excusable delay or other failure to perform. Provided, Force
Majeure will not include acts of any Governmental Authority relating to
environmental, health, or safety conditions at work locations. If any Force
Majeure condition occurs the Party whose performance fails or is delayed because
of such Force Majeure conditions will give prompt notice to the other Party, and
upon cessation of such Force Majeure condition, will give like notice and
commence performance hereunder as promptly as reasonably practicable.
PUBLICITY
2l.l The Parties agree not to use in any advertising or sales promotion, press releases
or other publicity matters, any endorsements, direct or indirect quotes or pictures
implying endorsement by the other Party or any of its employees without such
Party's prior written approval. The Parties will submit to each other for written
approval, prior to publication, all such publicity endorsement matters that mention
or display the other's name and/or marks or contain language from which a
connection to said name and/or marks may be inferred or implied; the Party to
whom a request is directed shall respond promptly. Nothing herein, however,
shall be construed as preventing either Party from publicly stating the fact that it
has executed this Agreement with the other Party. This does not prohibit the use
of valid comparison advertising.
21.2 Nothing in this Agreement shall grant, suggest, or imply any authority for either
Party to use the name, trademarks, service marks, trade names, brand names,
logos, proprietary trade dress or trade names, insignia, symbols or decorative
designs of the other Party or its affiliates without the other Party's prior written
authorization.
NETWORK MAINTENANCE AND MANAGEMENT
22.1 The Parties will work cooperatively to implement this Agreement. The Parties
will exchange appropriate information (e.g., maintenance contact numbers,
network information, information required to comply with law enforcement and
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other security agencies of the federal and state govenrments, etc.) to achieve this
desired result.
22.2 Each Party will provide a 24-hour contact number for Network Traffic
Management issues to the other's surveillance management center. Each Partywill administer its network to ensure acceptable service levels to all users of its
network services. Service levels are generally considered acceptable only when
End Users are able to establish connections with little or no delay encountered in
the network. A facsimile (FAX) number must also be provided to facilitate event
notifications for planned mass calling events.
223 In the event of interference or impairment of the quality of service between
services or facilities of TCAL and TDS TELECOM the Parties agree to the
following:
22.3.1 The Party that frst becomes awire of the interference will provide notice
to the other Party as soon as possible.
22.3.2 The Parties will work cooperatively to determine the source of the
interference and to implement mutually agreeable solutions that provide
for the minimum negative impact to either Party's products and services.
However, TCAL acknowledges that multiple cariers connect to TDS
TELECOM's network and in some instances the solution that minimizes
the impact to the greatest number of carriers and end users may require
tlls;t a facility, product, or service of TCAL be temporarily disconnected
until the interference can be corrected.
22.3.3 If the Parties are unable to agree upon a solution, either party may invoke
the dispute resolution provisions of the Agreement, provided that a Party
may apply for injunctive relief immediately if such is required to prevent
irreparable harm.
23. LAW ENFORCEMENT AI\D CIYIL PROCESS
23.1 TDS TELECOM and TCAL shall reasonably cooperate with the other Party in
handling law enforcement requests as follows:
23.1.1 Intercept Devices
Local and federal law enforcement agencies periodically request
information or assistance from local telephone service providers. when
either Party receives a request associated with a customer of the other
Party, the receiving Party will refer such request to the appropriate party.
23.1.2 Subpoenas
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24.
25.
TDS TELECOM/TCAL
Interconnection Agreement
If a Party receives a subpoena for information concerning an end user the
Party knows to be an end user of the other Party, the receiving Party will
refei the subpoena to the requesting entity with an indication that the other
Party is the responsible company. Provided, however, if the subpoena
requests records for a period of time during which the receiving Party was
the end userrs service provider, the receiving Party will respond to any
valid request to the extent the receiving Party is able to do so; if response
requires the assistance of the other Party such assistance will be provided.
23.1.3 Law Enforcement Emereencies
If a Party receives a request from a law enforcernent agency to implement
at its switch a temporary number change, temporary disconnect, or one-
way denial of outbound calls for an end user of the other Party, the
receiving Party will comply so long as it is a valid emergency request.
Neither Party will be held liable for any claims or damages arising from
compliance with such requests, and the Party serving the end user agrees
to indemnifu and hold the other Party harmless against any and all such
claims.
CHAI\GES IN SUBSCRIBER CARRIER SELECTION
24.1 Each Party will abide by applicable federal and state laws and regulations in
obtaining End User authorization prior to changing an End User's Local
Exchangi Carrier to itself and in assuming responsibility for any applicable
charges as specified in Section 258(b) of the Telecommunications Act of 1996
and as implemented by the relevant orders of the FCC.
AMENDMENTS OR WAIYERS
25.1 Except as otherwise provided in this Agreement, no amendment or waiver of any
proviiion of this Agreement and no consent to any default under this Agreement
will be effective unless the same is in writing and signed by an officer of the Party
against whom such amendment, waiver or consent is claimed. In addition, no
"o*r" of dealing or failure of a Party strictly to enforce any term, right or
condition of this Agreement will be construed as a waiver of such term, right, or
condition. Waiver by either Party of any default by the other Party shall not be
deemed a waiver of any other default. Failure of either Party to insist on
performance of any term or condition of this Agreement or to exercise any right
or privilege hereunder shall not be construed as a continuing or future waiver of
,.r"h t"r-, condition, right or privilege. By entering into this Agreement, the
Parties do not waive any right granted to them pursuant to the Act; however, the
Parties enter into this Agreement without prejudice to any positions they have
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Page37
taken previously, or may take in the future in any legislative, regulatory or other
public forum addressing any matters, including matters related to the types of
arrangements prescribed by this Agreement.
GENERAL RESPONSIBILITIES OF THE PARTIES
26.1 TDS TELECOM and TCAL shall each use commercially reasonable efforts to
meet the Interconnection Activation Dates.
26.2 Each Party is individually responsible to provide facilities within its network that
are necessary for routing, transporting, measuring, and billing traffic from the
other Party's network and for delivering such traffic to the other Party's network
in the standard format and to terminate the traffic it receives in that standard
format to the proper address on its network. The Parties are each solely
responsible for participation in and compliance with national network plans,
including the Telecommunications Service Priority (TSP) System for National
Security Emergency Preparedness (NSEP).
26.3 The Parties shall exchange technical descriptions and forecasts of their
Interconnection and traffic requirements in sufficient detail necessary to establish
the facilities required to assure traffic completion to and from all End Users in
their respective designated service areas.
26.4 Each Party is solely responsible for all products and services it provides to its End
Users and to other Telecommunications Carriers.
26.5 Facilities-based carriers are responsible for administering their End User records
in a LIDB.
26.6 During the term of this Agreement, TCAL shall carry, with financially reputable
insurers which are eligible to do business in all jurisdictions where any property is
located, not less than the following insurance:
26.t.1 Commercial General Liability with limits of not less than
$1,000,000 combined single limit per occrurence and aggregate for bodily
injury, property damage and personal and advertising injury liability
insurance to include coverage for contractual and products/completed
operations liability, including TDS TELECOM as additional insured as
respects work under this Agreement;
26.1.2 Business Auto liability, including all owned, non-owned and hired
automobiles, in an amount of not less than $1,000,000 combined single
limit per accident for bodily injury and property damage liability,
including TDS TELECOM as additional insured as respects work under
this Agreement;
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26.1.3 Workers Compensation as provided for in the jurisdiction where
the Property is located or qualified self insurance, with an Employer's
Liability limit of not less than $500,000 per accident or disease policy
limit;
26.1.4 Umbrella or excess liability in an amount not less than $5,000,000
per occurrence and aggregate in excess of the above-referenced
Commercial General, Business Auto and Employer's Liability, including
TDS TELECOM as additional insured; TCAL may use any combination
or primary and excess to meet required total limits; and
26.1.5 "All Risk" property insurance on a full replacement cost basis
insuring TCAL's property situated on or within the Property, It is agreed
that TDS TELECOM has no liability for loss of profit or revenues should
an intemrption of service occur. TCAL may self insure this coverage.
26.7 Nothing contained in this Section shall limit TCAL's liability to TDS TELECOM
to the limits of insurance certified or carried.
26.8 All policies required of TCAL shall contain evidence of the insurer's waiver of
the right of subrogation against TDS TELECOM for any insured loss covered
thereunder. All required policies of insurance shall be written as primary policies
and not contributing with or in excess of the coverage, if any, that TDS
TELECOM may carry.
26.9 TCAL shall furnish to TDS TELECOM a certificate or certificates of insurance,
satisfactory in form and content to TDS TELECOM, evidencing that the above
coverage is in force. TCAL will provide at least thirty (30) Days prior written
notice to TDS TELECOM of any cancellation or non renewal to any required
coverage that is not replaced.
26.L0 TCAL shall require reasonable and prudent coverage and limits from its
subcontractors to provide work hereunder.
26.11 Upon TCAL signature of this Agreement, TCAL shall provide TDS TELECOM
with TCAL's state-specific authorized and nationally recognized OCN/AOCNs
for facilities-based Interconnection.
26.12 In the event that TCAL makes any corporate name change (including addition or
deletion of a d/bla), change in OCN/AOCN, or makes or accepts a transfer or
assignment of interconnection trunks or facilities (including leased facilities), or a
change in any other TCAL identifier (collectively, a I'TCAL Change"), TCAL
shall submit written notice to TDS TELECOM within thirty (30) calendar days of
the first action taken to implement such TCAL Change. Within thirty (30)
calendar days following receipt of that notice, the Parties shall negotiate rates to
compensate TDS TELECOM for the costs to be incurred by TDS TELECOM to
make the TCAL Change to the applicable TDS TELECOM databases, systems,
records and/or recording announcement(s). In addition, TCAL shall compensate
TDS TELECOIWTCAL
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TDS TELECOM for any service order charges and/or service request charges
associated with such TCAL Change. TDS TELECOM's agreement to implement
a TCAL Change is conditioned upon TCAL's agreement to pay all reasonable
charges billed to TCAL for such TCAL Change.
26.13 When an End User changes its service provider from TDS TELECOM to TCAL
or from TCAL to TDS TELECOM and does not retain its original telephone
number, the Party formerly providing service to such End User shall upon request
furnish a referral afllouncement ("Referral Announcement") on the original
telephone number that specifies the End User's new telephone number, if such
service is available.
26.13.lReferral Announcements shall be provided by a Party to the other Party
for the period of time and at the rates set forth in the referring Party's
tarif(s); provided, however, if either Party provides Referral
Announcements for a period different (either shorter or longer) than the
period(s) stated in its tariff(s) when its End Users change their telephone
numbers, such Party shall provide the same level of service to End Users
of the other Party.
26.14 Each Party shall be responsible for labor relations with its own employees. Each
Party agrees to notifu the other Pany as soon as practicable whenever such Party
has knowledge that a labor dispute concerning its employees is delaying or
threatens to delay such Party's timely performance of its obligations under this
Agreement and shall endeavor to minimize impairment of service to the other
Party.
27 AUTHORITY
27.1 Each person whose signature appears below represents and warrants that he or she
has authority to bind the Party on whose behalf he or she has executed this
Agreement.
27.2 ("TDS TELECOM"), on behalf of the companies listed on Schedule I, for which
this Agreement is executed represents and warants that it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Idaho.
27.3 TCAL represents and warrants that it is a corporation duly organized, validly
existing and in good standing under the laws of the State of Idaho and has fuIl
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. TCAL represents and warrants that it has been certified as
aLEC by the Commission prior to submitting any orders hereunder and is or will
be authorized to provide the Telecommunications Services contemplated
hereunder in the territory contemplated hereunder prior to submission of orders
for such Service.
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BINDING EFFECT
28.1 This Agreement will be binding on and inure to the benefit of the respective
successors and permitted assigns of the Parties.
CONSENT
29.1 Where consent, approval, or mutual agreement is required of a Party, it will not be
unreasonably withheld or delayed.
EXPENSES
30.1 Except as specifically set out in this Agreement, each Party will be solely
responsible for its own expenses involved in all activities related to the subject of
this Agreement.
HEADINGS
31.1 The headings and number of Sections, Parts, Appendices, Schedules and Exhibits
to this Agreement are inserted for convenience and identification only and will
not be considered to define or limit any of the terms herein or affect the meaning
or interpretation of this Agreement.
32.RELATIONSHIP OF PARTIES/INDEPENDENT CONTRACTOR
32.1 Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own perfornance of its
obligations under this Agreement and retains fulI control over the employment,
direction, compensation and discharge of its employees assisting in the
performance of such obligations. Each Party and each Party's contractor(s) shall
be solely responsible for all matters relating to payment of such employees,
including the withholding or payment of all applicable federal, state and local
income taxes, social security taxes and other payroll taxes with respect to its
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers' compensation acts and all other
regulations governing such matters. Each Party has sole authority and
responsibility to hire, fire and otherwise control its employees.
32.2 Nothing contained herein shall constitute the Parties as joint venturers, partners,
employees or agents of one another, and neither Party shall have the right or
power to bind or obligate the other. Nothing herein will be construed as making
either Party responsible or liable for the obligations and undertakings of the other
Party. Except for provisions herein expressly authorizing a Party to act for
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lnterconnection Agreement
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another, nothing in this Agreement shall constitute a Party as a legal
representative or agent of the other Parfy, nor shall a Party have the right or
authority to assume, create or incur any liability or any obligation of any kind,
express or implied, against or in the name or on behalf of the other Party unless
otherwise expressly permitted by such other Party. Except as otherwise expressly
provided in this Agreement, no Party undertakes to perform any obligation of the
other Party, whether regulatory or contractual, or to assume any responsibility for
the management of the other Party's business.
35.
36.
TDS TELECOIWTCAL
lnterconnection Agreement
MULTIPLE COI'NTERPARTS
33.1 This Agreement may be executed in multiple counterparts, each of which will be
deerned an original but all of which will together constitute but one, and the same
document.
THIRD PARTY BENEFICIARIES
34.1 This Agreement is for the sole benefit of the Parties and their permitted assigns,
and nothing herein expressed or implied shall create or be construed to create any
Third Party beneficiary rights hereunder. This Agreement shall not provide and
will not be construed to provide any Person not a party hereto with any remedy,
claim, liability, reimbursement, cause of action, or other right in excess of those
existing without reference hereto.
REGULATORY APPROVAL
35.1 The Parties understand and agree that this Agreement and any amendment or
modification hereto will be filed with the Commission for approval in accordance
with SectionZl2 of the Act and may thereafter be filed with the FCC. Each Party
covenants and agrees to fully support approval of this Agreement by the
Commission or the FCC under Section 252 of the Act without modification.
REGULATORY AUTHORITY
36.1 TDS TELECOM will be responsible for obtaining and keeping in effect all FCC,
state regulatory commission, franchise authority and other regulatory approvals
that may be required in connection with the performance of its obligations under
this Agreement. TCAL will be responsible for obtaining and keeping in effect all
FCC, state regulatory commission, franchise authority and other regulatory
approvals that may be required in connection with its offering of services to
TCAL Customers contemplated by this Agreement. TCAL will reasonably
cooperate with TDS TELECOM in obtaining and maintaining any required
approvals for which TDS TELECOM is responsible, and TDS TELECOM will
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Interconnection Agreement
General Terms and Conditions
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reasonably cooperate with TCAL in obtaining and maintaining any required
approvals for which TCAL is responsible.
38.
TDS TELECOIU/TCAL
Interconnection Agreement
COMPLIAI\CE AI\D CERTIFICATION
37.1 Each Party shall comply at its own expense with all Applicable Laws that relate to
that Party's obligations to the other Party under this Agreement. Nothing in this
Agreement shall be construed as requiring or permitting either Party to
contravene any mandatory requirement of Applicable Law.
37.2 Each Party warrants that it has obtained all necessary state certification prior to
ordering any Interconnection, functions, facilities, products and services from the
other Party pursuant to this Agreement. Upon request, each Party shall provide
proof of certification.
37.3 Each Party shall be responsible for obtaining and keeping in effect all approvals
from, and .ights granted by, Govemmental Authorities, building and property
owners, other ca:riers, and any other Third Parties that may be required in
connection with the performance of its obligations under this Agreement.
AIIDITS
38.1 Subject to the restrictions set forth in Section 8 and except as may be otherwise
expressly provided in this Agreement, a Party (the "Auditing Party") may audit
the other Party's (the "Audited Party") books, records, data and other documents,
as provided herein, once annually, with the audit period commencing not earlier
than the date on which services were first supplied under this Agreement
("service start date") for the purpose of evaluating (i) the accuracy of Audited
Party's billing and invoicing of the services provided hereunder and (ii)
verification of compliance with any provision of this Agreement that affects the
acctracy of Auditing Party's billing and invoicing of the services provided to
Audited Party hereunder. Notwithstanding the foregoing, an Auditing Party may
audit the Audited Party's books, records and documents more than once annually
if the previous audit found (i) previously uncorrected net variances or errors in
invoices in Audited Party's favor with an aggregate value of at least five percent
(5%) of the amounts payable by Auditing Party for audited services provided
during the period covered by the audit or (ii) non-compliance by Audited Party
with any provision of this Agreement affecting Auditing Party's billing and
invoicing of the services provided to Audited Party with an aggregate value of at
least five percent (5%) of the amounts payable by Audited Party for audited
services provided during the period covered by the audit.
38.1.1 The scope of the audit shall be limited to the period which is the shorter of
(i) the period subsequent to the last day of the period covered by the audit
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Interconnection Agreement
General Terms and Conditions
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which was last performed (or if no audit has been performed, the service
start date) and (ii) the twelve (12) month period immediately preceding
the date the Audited Party received notice of such requested audit, but in
any event not prior to the service start date. Such audit shall begin no
fewer than thirty (30) calendar days after Audited party receives a written
notice requesting an audit and shall be completed no later than thirty (30)
calendar days after the start of such audit.
38.r.2 such audit shall be conducted either by the Auditing party's employee(s)
or an independent auditor acceptable to both Parties. If an independent
auditor is to be engaged, the Parties shall select an auditor by the thirtieth
(30m) day following Audited Party's receipt of a written audit notice.
Auditing Party shall cause the independent auditor to execute a
nondisclosure agreement in a form agreed upon by the parties. Audits
shall be performed at Auditing Party's expense.
38.1.3 Each audit shall be conducted on the premises of the Audited party during
normal business hours. Audited party shall cooperate fully in ary srch
audit and shall provide the auditor reasonable access to any and all
appropriate Audited Party employees and any books, records and other
documents reasonably necessary to assess (i) the accuracy of Audited
Party's bills and (ii) Audited Party's compliance with the provisions of this
Agreement that affect the accuracy of Auditing party's billing and
invoicing of the services provided to Audited Party hereunder. Audited
Party may redact from the books, records and other documents provided to
the auditor any Audited Party Proprietary Information that ieveals the
identity of End Users of Audited party.
38.1.4 Each Party shall maintain reports, records and data relevant to the billing
of any services that are the subject matter of this Agreement for a period
of not less than twenty-four (24) months after creation thereof, unless a
longer period is required by Applicable Law.
38.1.s If any audit confirms any undercharge or overcharge, then Audited party
shall (i) promptly correct any billing error, including making refund of any
overpayment by Auditing Party in the form of a credit on the invoice for
the first full billing cycle after the Parties have agreed upon the accuracyofthe audit results and (ii) for any undercharge caused by the actions of
the Audited Party, immediately compensate Auditing party for such
undercharge, and (iii) in each case, calculate and pay interest as provided
in Section 15.1.3.1 for the number of calendar days from the date on
which such undercharge or overcharge originated until the date on which
such credit is issued or payment is made and available.
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39
40
41.
42.
38.1.6
COMPLETE TERMS
3g.l The terms contained in this Agreement and any Appendices, Attachments,
Exhibits, Schedules, and Addenda constitute the entire agreement between the
Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written.
COOPERATION ON PREVENTING END USER FRAT]D
40.1 Neither Party shall be liable for any fraud associated with the other Party's End
User's account, including l+ tntraLATA toll, ported numbers, and Alternate
Billing Service (ABS). ABS is a service that allows End Users to bill calls to
account(s) that might not be associated with the originating line. There are three
(3) types of ABS calls: calling card, collect, and third number billed calls.
40.2 The Parties agree to cooperate with one another to investigate, minimize, and take
corrective action in cases of fraud. The Parties' fraud minimization procedures
are to be cost-effective and implemented so as not to unduly burden or harm one
Party as compared to the other.
NOTICE OF NETWORK CIIANGES
4l.l 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 transmission and routing of services using facilities or networks, as well as
other changes that affect the interoperability of those respective facilities and
networks.
GOOD FAITH PERFORMANCE
42.1 In the performance of their obligations under this Agreement the Parties will act
in good faith and consistently with the intent of the Act. Where notice, approval
or similar action by a Party is permitted or required by any provision of this
Agreement, (including, without limitation, the obligation of the Parties to further
negotiate the resolution of new or open issues under this Agreement) such action
will not be unreasonably delayed, withheld or conditioned.
Interconnection Agreement
General Terms and Conditions
Page 44
Any disputes concerning audit results shall be referred to the Parties'
respective personnel responsible for informal resolution. If these
individuals cannot resolve the dispute within thirty (30) calendar days of
the referral, either Party may request in writing that an additional audit
shall be conducted by an independent auditor acceptable to both Parties,
subject to the requirements set out in this section. Any additional audit
shall be at the requesting Party's expense.
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Interconnection Agreement
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General Terms and Conditions
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43. GOVERNMENTALCOMPLIAI\CE
43.1 TCAL and TDS TELECOM each will comply at its own expense with all
applicable law related to (i) its obligations under or activities in connection with
this Agreement; of (ii) its activities undertaken at, in connection with or relating
to work locations. TCAL and TDS TELECOM each agree to indemniff, defend,(at the other Party's request) and save harmless the other, each of its officers,
directors and employees from and against any losses, damages, claims, demands,
suits, liabilities, fines, penalties, and expenses (including reasonable attorneysi
fees) that arise out of or result from its failure or the failure of its contractors or
agents to so comply. Except as expressly specified in this Agreement, TDS
TELECOM, at its own expense, will be solely responsible for obtaining from
govemmental authorities, building owners, other cariers, and any other persons
or entities, all rights and privileges (including, but not limited to, spice andpower), which are necessary for TDS TELECOM to provide services pursuant to
this Agreement.
44. RESPONSIBILITYFOREI{VIRONMENTAL CONTAMINATION
44.I Each Party will be solely responsible at it own expense for the proper handling,
storage, transport, treatment, disposal and use of all Hazardous Substances by
such Party and its contractors and agents. "Hazardous Substances" includes thosl
substances:
44.1.1 included within the definition of hazardous substance, hazardous waste,
hazardous material, toxic substance, solid waste or pollutant or
contaminant under any Applicable Law, and
44.1.2 listed by any govemmental agency as a hazardous substance.
44.2 TCAL will in no event be liable to TDS TELECOM for any costs whatsoever
resulting from the presence or Release of any EnvironmentalHazard., including
Hazardous Substances that TCAL did not introduce to the affected work location.
TDS TELECOM will indemni$r, defend (at TCAL's request) and hold harmless
TCAL, each of its officers, directors and employees from and against any losses,
damages, claims, demands, suits, liabilities, fines, penalties and "*p"rrr".(including reasonable attorneys' fees) that arises out of or result from [) any
EnvironmentalHazard that TDS TELECOM, its contractors or agents introduce
to the work locations or (ii) the presence or Release of any EnvironmentalHazard,
for which TDS TELECOM is responsible under Applicable Law.
TDS TELECOM will in no event be liable to TCAL for any costs whatsoever
resulting from the presence or Release of any EnvironmentalHazard that TDSTELECOM did not introduce to the affected work location. TCAL willindemniff, defend (at TDS TELECOM's request) and hold harmless TDS
TELECOM, each of its offrcers, directors and employees from and against any
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
44.3
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45.
46.
TDS TELECOIWTCAL
Interconnection Agreement
lnterconnection Agreement
General Terms and Conditions
Page 46
losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses
(including reasonable attorneys' fees) that arise out of or result from i) any
EnvironmentalHazardthat TCAL, its contractors or agents introduce to the work
locations or ii) the presence or Release of any Environmental Hazatd for which
TCAL is responsible under Applicable Law.
SUBCONTRACTING
45.I If any obligation is performed through a subcontractor, each Party will remain
fully-responsible for the performance of this Agreement in accordance with its
terms, including any obligations either Party performs through subconffactors,
and each Party will be solely responsible for payments due the Party's
subcontractors. No subcontractor will be deemed a third party beneficiary for any
purposes under this Agreement. Any subcontractor who gains access to CPNI or-Confidential Information covered by this Agreement will be required by the
subcontracting Party to protect such CPNI or Confidential Information to the
same extent the subcontracting Party is required to protect the same under the
terms of this Agreement'
REFERENCED DOCUMENTS
46.1 Unless the context shall otherwise specifically require, and subject to Section 21,
whenever any provision of this Agreement refers to a technical reference,
technical publication, ffiy publication of telecommunications industry
adminisffative or technical standards, or any other document specifically
incorporated into this Agreement, it will be deemed to be a reference to the most
,r""rrt version or edition (including any amendments, supplements, addenda, or
successors) of each document that is in effect, and will include the most recent
version or edition (including any amendments, supplements, addenda, or
successors) of each document incorporated by reference in such a technical
reference, technical publication, or publication of industry standards.
46.2 References
References herein to Sections, Paragraphs, Exhibits, Parts, Schedules, and
Appendices shall be deemed to be references to Sections, Paragraphs and Parts of,
u"a n*niUits, Schedules and Appendices to, this Agreement unless the context
shall otherwise require.
46.3 Tariff References
46.3.1 Wherever any Commission ordered tariff provision or rate is cited or
quoted herein, it is understood that said cite encompasses any revisions or
modifications to said tariff.
September 2016
cw2446008
46.4.1
46.4.2
47.
TDS TELECOIWTCAL
Interconnection Agreement
Interconnection Agreement
General Terms and Conditions
Page 47
46.3.2 Wherever any Commission ordered tariff provision or rate is incorporated,
cited or quoted herein, it is understood that said incorporation or reference
applies only to the entity within the state whose Commission ordered that
tariff.
46.4 Conflict in Provisions
46.5 Joint Work Product
46.5.1 This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and, in the event of any
ambiguities, no inferences shall be drawn against either party.
SEVERABILITY
47.1 Subject to the provisions set forth in Section 4 of the General Terms and
Conditions, if any term, condition or provision of this Agreement is held to be
invalid or unenforceable for any reason, each Party agrees that such provision
shall be enforced to the maximum extent permissible so as to effect the intent of
the Parties, md the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be impaired or affected
thereby. If necessary to effectuate the intent of the Parties, the Parties will
promptly negotiate in good faith to amend this Agreement with a replacement
provision or provisions for the unenforceable language that reflects such intent as
closely as possible. If impasse is reached, the Parties will resolve said impasse
under the dispute resolution procedures set forth in Section 16.
47.2 Incorporation by Reference
The General Terms and Conditions of this Agreement, and every Interconnection,
function, facility, product or service provided hereunder, shall be subject to all
In the event of a conflict between the provisions of this Agreement and the
Act, the provisions of the Act shall govern.
If any definitions, terms or conditions in any given Appendix, Attachment,
Exhibit, schedule or Addenda differ from those contained in the main
body of this Agreement, those definitions, terms or conditions will
supersede those contained in the main body of this Agreement, but only in
regard to the services or activities listed in that particular Appendix,
Attachment, Exhibit, Schedule or Addenda. In particular, if an Appendix
contains a Term length that differs from the Term length in the main body
of this Agreement, the Term length of that Appendix will control the
length of time that services or activities are to occur under that Appendix,
but will not affect the Term length of the remainder of this Agreement.
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48.
49
50
51
TDS TELECOI\,1/TCAL
Interconnection Agreement
Interconnection Agreement
General Terms and Conditions
Page 48
rates, terms and conditions contained in the Appendices to this Agreement which
are legitimately related to such Interconnection, function, facility, product or
service.
SURVIVAL OF OBLIGATIONS
48.1 Any liabilities or obligations of a Party for acts or omissions prior to the
cancellation or termination of this Agreement, any obligation of a Party under the
provisions regarding indemnification, Confidential Information, limitations on
liability, and any other provisions of this Agreement which, by their terms, are
conternplated to survive (or to be performed after) termination of this Agreement,
will survive cancellation or termination thereof.
GOVERNING LAW
49.1 Unless otherwise provided by Applicable Law, this Agreement shall be governed
by and construed in accordance with the Act, the FCC Rules and Regulations
interpreting the Act and other applicable federal law, as well as the laws of the
State of Idaho, and the rules and regulations of the Commission. To the extent
that federal law would apply state law in interpreting this Agreement, the
domestic laws of the state in which the Interconnection, functions, facilities,
products and services at issue are furnished or sought shall apply, without regard
to that state's conflict of laws principles. The Parties submit to personal
jurisdiction in Idaho, and waive any and all objection to any such venue.
OTHER REQTIIREMENTS
50.1 ACCESS TO RIGHTS-OF-WAY - SECTION 2s1(bX4)
50.1.1 TDS TELECOM shall provide to TCAL non-discriminatory access to
Poles, Ducts, Conduits and Rights of Way owned or controlled by TDS
TELECOM. Such access shall be provided in accordance with, but only
to the extent required by, Applicable Law, pursuant to TDS TELECOM's
applicable tariffs, or, in the absence of an applicable TDS TELECOM
tariff, TDS TELECOM's generally offered form of license agreement.
50.2 DTALING PARITY - SECTION 251(bX3)
50.2.I The Parties shall provide Dialing Parity to each other as required under
Section 251(bX3) of the Act.
APPENDICES INCORPORATED BY REFERENCE
51.1 This Agreement incorporates the following listed Appendices. These appendices
along with their associated Attachments, Exhibits and Addenda constitute the
entire Agreement between the Parties.
ITR- Interconnection Trunking Requirements
September 2016
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General Terms and Conditions
Page 49
NIM- Network Interconnection Methods
Number Portability
Numbering
Pricing
Reciprocal Compensation
WP- White Pages
9u
52.CUSTOMER INQUIRIES
52.t Each Party will refer all questions regarding the other Party's services or products
directly to the other Party at a telephone number specified by that Party.
52.2 Each Party will ensure that all of their representatives who receive inquiries
regarding the other Party's services do not in any way disparage or discriminate
against the other Party or its products or services.
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Interconnection Agreement September 2016
cw2446008 lnterconnection Agreement
General Terms and Conditions
Page 50
53.DISCLNMER OF WARRANTIES
53.I EXCEPT AS EXPRESSLY PROVIDED I.'NDER THIS AOREEMENT, NO
PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE INTERCONNECTION, FI.JNCTTONS,
FACILITIES, PRODUCTS AND SERVICES IT PROVIDES I.JNDER OR IS
CONTEMPLATED TO PROVIDE I.JNDER THIS AGREEMENT AND EACH
PARTY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILIry AND/OR OF FITNESS FOR A PARTICULAR
PURPOSE. ADDITTONALLY, NO PARTY TO THIS AGREEMENT
ASSUMES RESPONSIBILITY WITH REGARD TO THE CORRECTNESS OF
DATA OR INFORMATION SUPPLIED BY ANY OTHER PARTY TO THIS
AGREEMENT WHEN SUCH DATA OR INFORMATION IS ACCESSED
AND USED BY A THIRD PARTY.
By: Teleport Communications America, LLC Potlatch Telephone ComPanY
By: TDS Telecommunications Corporation,
V
lz L
Signature Date
David Handal Joel
Printed Name PrintedName
Director-Regul atory Revenue,
Carrier Relations irrectrrr Stratew Comoliance
Position/Title Position/Title
Signature Page to the Interconneotion Agreement between TDS TELECOM (ID) and
Teleport dated the l0th day of Decembet 2016.
TDS TELECOM/TCAL
Interconnection A greement September 2016
cw2445008 Appendix ITR
Page I
APPENDIX ITR
(Interconnection Trunking Requirements)
TDS TELECOIVI/TCAL
Interconnection Agrecment Septembo 2016
CW2,t46008 Appendix ITR
Page2
TABLE OF'CONTENTS
2. DEFrNITrONS..........3
3. OIYE-WAY AND TWO-WAY TRUNK GROUPS.. ......................3
4, DIRBCT END OFFICE TRI]NKING.......4
5. TRTINK GROUPS ...................... 5
6. FORECASTINGRESPONSIBILITIES 6
7. TRTII\IK DESIGN BLOCKING CRITERIA 7
7
9. TRTTNK DATA EXCHAI\GE 9
10. NETWORK MANAGEMENT................10
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw246008 Appendix ITR
Page 3
APPEI\DIX ITR
Interconnection Trunking Requirements
1. INTRODUCTION
1.1
t.2
1.3
2. DEFINITIONS
2.r "Network lnterconnection Methods" (NIM) designates facilities established
between the Parties' Networks.
3. ONE.WAY AND TWO.WAY TRUI\K GROUPS
One-way trunk groups for ancillary services (e.g. mass calling) can be established
between the Parties. Ancillary trunk groups will utilize signaling System 7 (ss7)or multi-frequency (MF) signaling protocol, with ss7 signaling preferred
whenever possible. The originating Party will have administrative control of one-
way trunk groups.
Two-way trunk groups for local and IntraLATA taffic can be established
between a TCAL switch and a TDS TELECOM End office switch. Each party
agrees it will not route any toll traffic across the local trunk group. This truni
group will utilize Signaling system 7 (ss7) or multi-frequency (MF) signaling
protocol, with SS7 signaling preferred whenever possible. Two-way t urki"gwill be jointly provisioned and maintained, which shall include sharing of costs.
Each party shall be financially responsible for the facilities on their iespective
sides to the POI. For administrative consistency TCAL will have control for the
purpose of issuing Access Service Requests (ASRS) on two-way groups. TDS
TELECOM will use the Trunk Group Service Request (TGSR) as described in
section 8.0 of this Appendix, to request changes in trunking. Both Parties reserve
the right to issue ASRS, if so required, in the normal course of business.
TDS TELECOIU/TCAL
Interconnection Agreement September 2016
This Appendix sets forth terms and conditions for Interconnection provided by
TDS TELECOM and TCAL.
This Appendix provides descriptions of the trunking requirements between TCAL
and TDS TELECOM. All references to incoming and outgoing trunk groups are
from the perspective of TCAL. The paragraphs below describe the requireh and
optional trunk groups for local and mass calling.
Local trunk groups may only be used to transport traffic between the Parties, End
Users and specifically may not carry any traffic originated from a third party
ca:rier.In the event that third party traffic is routed over these facilities foi any
reason, each Party agrees that it will pay compensation to the terminating party
for any and all traffic it sends, on the same basis as if it were the originating
ca:rier. Affiliates of either Party are not considered a third party.
3.1
3.2
cw2446008
3.3
3.4
The Parties agree that two-way trunking shall be established when possible and
appropriate fo1 a given trunk group. The Parties will negotiate the appropriate
tnrnk configuration, whether one-way or two-way giving consideration to relevant
factors, including but not limited to, existing network configuration,
administrative ease, any biling system and/or technical limitations and network
efficiency. Any disagreement regarding appropriate trunk configuration shall be
subject to the dispute resolution process in Section 16 of the General Terms and
Conditions.
The Parties agree to exchange traffic data on two-way funks upon request'
Exchange of traffic data will permit each company to have knowledge of the
offered-and overflow load at each end of the two-way trunk group, and thereby
enable accurate and independent determination of performance levels and trunk
requirements. The Parties agree to the electronic exchange of data.
4.3.1 Trunk Configuration-
4.3.1.1Where available and upon the request of the other Party, each
party shall cooperate to ensure that its trunk groups are configured
utilizing the BSZS ESF protocol for 64 kbps Clear Channel
Capability(64CCC)transmissiontoallowforISDN
interoperability between the Parties' respective networks. Trunk
grorrpr configured for 64CCC and carrying Circuit Switched Data
(CSO) ISDN calls shall carry the appropriate Trunk Type Modifier
Appendix ITR
Page 4
September 2016
4.DIRECT END OFFICE TRUNKING
4.1 Direct End Office trunks terminate traffic from a TCAL switch to a TDS
TELECOM End OfIice and are not switched at a Tandem location. The Parties
shall establish a direct End Office trunk group when End Office traffic requires
twenty-four (24) or more trunks. Overflow from either end of the direct End
Offici trunk group will be alternate routed to the appropriate Tandem.
4.2 All traffic received by TDS TELECOM on the direct End Office trunk group
from TCAL must terminate in the End Offrce, i.e. no Tandem switching will be
performed in the End Office. All traffic received by TCAL on the direct End
bff". trunk group from TDS TELECOM must terminate in the End Office, i.e.,
no Tandem r*it"ti"g will be performed in the End OfIice. Where End Office
functionality is provided in a remote End Offrce of a host/remote configuration,
the Interconnection for that remote End Office is only available at the host switch.
The number of digits to be received by the terminating Party shall conform to
standard industry fractices; but in no case shall the number of digits be less than
seven (7).
4.3 Trunk Confisuration
TDS TELECOTW TCAL
Interconnection Agreement
CW2,146008
5. TRTINK GROUPS
5.1
5.2
5.3
5.4
5.5
5.6
TDS TELECOIWTCAL
Interconnection Agreement
The following trunk groups shall be used to exchange local traffic between TCAL
and TDS TELECOM.
Local Interconnection Trunk Group(s) in Each Exchange
5.2.1 Direct End Office Trunkine
5.2.1.1rhe Parties shall establish direct End office primary high usage
Local Interconnection trunk groups for the exchange of Local
traffic where actual or projected traffic demand is or will be twenty
four (2a) or more trunks, as described in Sections 4.1 and,4.2.
For each NXX code used by either Party, the party to whom the NXX is assigned
must maintain network facilities (whether owned or leaseO used to activelyprovide, in part, local Telecommunications Services in the geographic area
assigned to such NXX code.
TDS TELECOM will not block switched access customer traffic delivered to anyTDS TELECOM office for completion on TCAL's network. The parties
understand and agree that InterLATA trunking arrangements are available and
functional only tolfrom switched access customers who directly connect with anyTDS TELECOM End office. TDS TELECOM shall have no responsibility tL
ensure that any switched access customer will accept traffic that TCAL direcis to
the switched access customer.
TCAL shall provide all SS7 signaling information including, without limitation,
charge number and originating line information (oLD. For terminating FGD,TDS TELECOM will pass all ss7 signaling information including, without
limitation, CPN if it receives CPN from FGD carriers. All privacy indicators willbe honored. Where available, network signaling information such as transitnetwork selection (TNS) parameter, carrier identification codes (cIC) (cCS
platform) and ClClozz information (non-SS7 environment) will be provided byTCAL wherever such information is needed for call routing or billing. Th;
Parties will follow all oBF adopted standards pertaining to TNS ana cictozz
codes.
Hieh volume call In (HVCD / Mass calline (choke) Trunk Group:
Appendix ITR
Page 5
in the clCl-Message code. Trunk groups configured for 64ccc
and not used to carry cSD ISDN calls shall carry a different
appropriate Trunk Type Modifier in the CLCI-Message code.
September 2016
6.
cw2446008
5.6.1
TDS TELECON,I/TCAL
Interconnection Agreement
FORECASTING RESPONSIBILITIES
6.1 TCAL agrees to provide an initial forecast for establishing the initial
Interconnection facilities. TDS TELECOM shall review this forecast, and if it has
any additional information that will change the forecast shall provide this
information to TCAL. The Parties recognize that, to the extent historical traffic
data can be shared between the Parties, the accuracy of the forecasts will improve.
TCAL shall provide subsequent forecasts on demand, but no more frequently than
an annual basis. TCAL forecasts should include yearly forecasted trunk
quantities for all appropriate trunk groups described in this Appendix for a
minimum of two y"rrs. Forecasts shall be non-binding on both TDS TELECOM
and TCAL. TDS TELECOM shall take TCAL's forecasts into consideration in
its network planning, and shall exercise commercially reasonable efforts to
provide the quantitf of interconnection trunks and facilities forecasted by the
TCAL. Howiver, tire development and submission of forecasts shall not replace
the ordering process in place for interconnection trunks and facilities, and the
provision o1 ttt" forecasted quantity of interconnection trunks and facilities is
subject to capacity existing at the time the order is submitted. Furthermore, the
development and receipt of forecasts does not imply any liability for failure to
perform if capacity is not available for use at the forecasted time. Analysis of
i*rt grorp pirfor-*"e, and ordering of relief if required, will be performed on
a monthly basis at a minimum (trunk servicing).
6.2 The forecasts shall include:
6.2.1 Yearly forecasted trunk quantities (which include measurements that
reflect actual, End Offrce Local Interconnection trunks, and Tandem
subtending Local Interconnection End Office equivalent trunk
requirements) for a minimum of two (current and plus l) years; and
6.2.2 A description of major network projects anticipated for the following
twelve (i2) months. Major network projects include trunking or network
reaffangements, shifts in anticipated traffic pattems, orders greater than
four (4) DSl's, or other activities that are reflected by a significant
increase or decrease in trunking demand for the following forecasting
period.
6.3 The Parties shall agree on a forecast provided above to ensure efficient utilization
of trunks. Orders for trunks that exceed forecasted quantities for forecasted
locations will be accommodated as facilities and/or equipment becomes available.
Appendix ITR
Page 6
If TCAL should acquire a HVCVMass Calling customer, i.e. a radio
station, TCAL shall provide written notification to TDS TELECOM.
TDS TELECOM reserves the option to provide either a physical or
"virtual" trunk group, with a virhral group preferred where technically
feasible, for HVCVMass Calling Trunking.
September 2016
cw2446008 Appendix ITR
PageT
Parties shall make all reasonable efforts and cooperate in good faith to develop
alternative solutions to accommodate orders when facilities are not available.
6.4 TCAL shall be responsible for forecasting two-way trunk groups. TDSTELECOM shall be responsible for forecasting and servicing the one-way trunkgroups terminating to TCAL and TCAL shall be responsible for forecasting andservicing the one-way trunk groups terminating to TDS TELECOM, ,rrl"r,
otherwise specified in this Appendix. Standard trunk traffic engineering methodswill be used by the parties.
6.5 If forecast quantities are in dispute, the Parties shall meet, either in person or via
conference call, to reconcile the differences.
6.6 Each Party shall provide a specified point of contact for planning, forecasting and
trunk servicing purposes.
7. TRUNK DESIGN BLOCKING CRITERIA
7.1 Trunk requirements for forecasting and servicing shall be based on the blockingobjectives shown in Table 1. Trunk requirements shall be based upon averagebusy season bouncing busy hour twenty(20) day averaged loads applied ioindustry standard Erlang-B Trunk Group Capacity algorithms (use Med-ium day-
to-day Variation and 1.0 Peakedness factor until actual traffic data is available).
TABLE 1
fnlokGrqup:w DesigUBlaqkine Obi ective
Local Direct End Office as
Local Direct End Office (Final)T%
8. TRI'NK SERVICING
8.1
8.2
TDS TELECOIWTCAL
Interconnection Agreement
Orders between the Parties to establish, add, change or disconnect trunks shall beprocessed by using an Access Service Request (ASR). TCAL will have
administrative control for the purpose of issuing ASR's on two-way trunk groups.
where one-way trunks are used (as discussed in section 3.3), TDS rnrEcorrrawill issue ASRs for trunk groups for faffic that originates from TDS TELECOM
and terminates to TCAL. The Parties agree that neither Party shall alter trunk
sizing without first conferring with the other party.
Both Parties will jointly manage the capacity of Local Interconnection TrunkGroups. Either Party may send a Trunk Group Service Request (TGSR) to theother Party to trigger changes to the Local Interconnection irunk Groups basedon capacity assessment. The TGSR is a standard industry support interface
developed by the Ordering and Billing Forum of the Carrier Liaison Committee
September 2016
CW2,146008
8.3
8.4.1
TDS TELECOIyI/ TCAL
Interconnection Agreement
Appendix ITR
Page 8
of the Alliance for Telecommunications solutions (ATIS) organizatiox.
TELECORDIA TECHNOLOGIES Special Report 5T5000316 describes the
format and use of the TGSR. The forms can be obtained from
www.atis.o rgl atisl clc I obfldownload.htm.
In A Blocking Situation:
8.3.1 In a blocking final situation, a TGSR will be issued by TDS TELECOM
when additional capacity is required to reduce measured blocking to
objective design blocking levels based upon analysis oftrunk group data'
Either farty upon receipt of a TGSR in a blocking situation will issue an
ASR to the otirer Party within three (3) business days after receipt of the
TGSR, and upon review and in response to the TGSR received. TCAL
will note "service Affecting" on the ASR.
8.4 Underutilization:
Underutilization of Interconnection trunks and facilities exists when
provisioned capacity is greater than the current need' This over
provisioning is an inefficient deployment and use of network resources
and results in unnecessary costs. Those situations where more capacity
exists than actual usage requires will be handled in the following manner:
8.4.1.1 If a trunk gloup is under 75 percent (75o/o) of ccS capacity on a
monthly average basis, for each month of any three (3) consecutive
monthsperiod, either Party may request the issuance of an order to
resize the trunk group, which shall be left with not less than 25
percent (25o/o) "*cess capacity. In all cases grade of service
objectives shall be maintained.
8.4.l.2Either Party may send a TGSR to the other Party to trigger changes
to the Local Interconnection Trunk Groups based on capacity
assessment. upon receipt of a TGSR the receiving Party will issue
an ASR to the-other Party within twenty (20) business days after
receipt of the TGSR.
8.4.1.3 Upon review of the TGSR if a Party does not agree with the
resizing, the Parties will schedule a joint planning discussion
within twenty (20) business days. The Parties will meet to resolve
and mutually agree to the disposition of the TGSR'
8.4.1.4If TDS TELECOM does not receive an AS& or if TCAL does not
respond to the TGSR by scheduling a joint discussion within the
twenty (20) business day period, TDS TELECOM will attempt to
contact TCAL to schedule a joint planning discussion. If TCAL
will not agree to meet within an additional five (5) business days
September 2016
Appendix ITR
Page9
and present adequate reason for keeping trunks operational, TDS
TELECOM will issue an ASR to resize the Interconnection trunks
and facilities.
In all cases except a blocking situation, either party upon receipt of a TGSR will
issue an ASR to the other Party:
8.5.1 within twenty (20) business days after receipt of the TGSR, upon review
of and in response to the TGSR received.
8.5.2 At any time as a result of either party's own capacity management
assessment, in order to begin the provisioning process. The Parties will
mutually agree upon intervals used for provisioning trunk groups.
Projects require the coordination and execution of multiple orders or related
activities between and among TDS TELECOM and TCAL work groups,
including but not limited to the initial establishment of Local Interconnection or
Meet Point Trunk Groups and service in an area, NXX code moves, re-homes,
facility grooming, or network rearrangements.
8.6.1 orders greater than four (4) DS-l's, shall be submitted at the same time,
and their implementation shall be jointly planned and coordinated.
TCAL will be responsible for engineering its network on its side of the Point of
Interconnection (POf. TDS TELECOM will be responsible for engineering its
network on its side of the POI.
Where facilities are available, due dates for the installation of Local
Interconnection Trunks covered by this Appendix shall be no longer than twenty-
one (21) days from receipt of a request by either party. If either TCAL or TDS
TELECOM is unable to or not ready to perform Acceptance Tests, or is unable to
accept the Local Interconnection Service Arrangement trunk(s) by the due date,
the Parties will reschedule the date no more than seven (7) days from the original
date.
Utilization shall be defined as Trunks Required as a percentage of Trunks In
Service. Trunks Required shall be determined using methods described in
Section 6.0 using Design Blocking Objectives stated in section 7.1.
9, TRUNKDATAEXCHANGE
9.1 Each Party agrees to service trunk groups to the foregoing blocking criteria in a
timely manner when trunk groups exceed measured blocking thresholds on an
average bouncing busy hour for a twenty (20) day study period. The parties agree
that twenty (20) days is the study period duration objective. However, a study
period on occasion may be less than twenty (20) days but at minimum must be at
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw2446008
8.5
8.6
8.8
8.7
8.9
cw2446008 Appendix ITR
Page l0
9.2
least three (3) business days to be utilized for engineering purposes, although with
less statistical confidence.
Exchange of traffic data enables each Party to make accurate and independent
assessmints of trunk group service levels and requirements. Parties agree to
exchange of traffic data upon request. The traffic data to be exchanged will be
the Originating Attempt Peg Count, Usage (measured in Hundred Call Seconds),
Overflow Peg Count, and Maintenance Usage (measured in Hundred Call
Seconds) on a seven (7) day per week, twenty-four (24) hour per day, frfty-two
(52) weeks per year basis. These reports shall be made available upon request.
Exchange of data on one-way groups is optional.
10. NETWORK MANAGEMENT
10.1 RestrictiveControls
10.1.1 Either Party may use protective network traffrc management controls such
as 7-digit and lO-digit code gaps set at appropriate levels on traffic toward
each other's network, when required, to protect the public switched
network from congestion due to facility failures, switch congestion, or
failure or focused overload. TCAL and TDS TELECOM will
immediately notiff each other of any protective control action planned or
executed.
10.2 ExpansiveControls
IO.Z.I Where the capability exists, originating or terminating traffic reroutes may
be implemented by either Party to temporarily relieve network congestion
due to facility failures or abnormal calling patterns. Reroutes will not be
used to circumvent normal trunk servicing. Expansive controls will only
be used when mutually agreed to by the Parties.
10.3 Mass Callins
10.3.1 TCAL and TDS TELECOM shall cooperate and share pre-planning
information regarding cross-network call-ins expected to generate large or
focused temporary increases in call volumes.
TDS TELECOIW TCAL
Interconnection Agreement September 2016
CW22146008 APPENDD(NIM
PAGE 1
APPENDIX NIM
(NETWORK TNTERCONNECTTON METHODS)
TDS TELECON{/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDXNIM
PAGE 2
TABLE OF CONTENTS
1 INTRODUCTION
PHYSICAL ARCHITECTURE
3
2.
3.
4.
5.
6.
....3
METHODS OF INTERCONNECTION .4
.5
.6
RESPONSIBILITIES OF THE PARTIES ..
JOINT FACILITY GROWTH PLANNING
APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS .7
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDIX NIM
PAGE 3
1
APPENDIX NIM
(NETWORK TNTERCONNECTION METHODS)
INTRODUCTION
1.1
t.2
1.3
1.4
This Appendix sets forttr the terms and conditions that Network Interconnection
Methods (NIM) are provided by TDS TELECOM and rcAL. This Appendix
describes the physical architecture for Interconnection of the Parties' facilities and
equipment for the transmission and routing of Telephone Exchange Service traffic
and Exchange Access traffic between the respective Customers of the Parties;
provided, however, Interconnection may not be used solely for the purpose of
originating a Party's own interexchange traffic.
Network Interconnection Methods (NIMs) include, but are not limited to: Indirect
Interconnection, Leased Facilities Interconnection; and other methods as mutually
agreed to by the Parties.
I.2.1 Trunking requirements associated with lnterconnection are contained in
Appendix ITR.
TDS TELECOM shall provide Interconnection for TCAL's facilities and
equipment for the transmission and routing of telephone exchange service and
exchange access, at a level of quality equal to that which TDS TELECOM
provides itself, a subsidiary, an affiliate, or any other party to which rDS
TELECOM provides Interconnection and on rates, terms and conditions that are
just, reasonable and non-discriminatory.
The Parties shall effect an Interconnection that is efficient, fair and in a manner
that is mutually agreeable to the Parties.
2. PHYSICAL ARCHITECTURE
2.1 TDS TELECOM's network is partly comprised of End Office switches that serve
IntraLATA, InterLATA, Local, and EAS traffic. TDS TELECoM's network
architecture in any given local exchange .lrea and/or LATA can vary markedly
from another local exchange area/LATA. Using one or more of the NIMs herein,
the Parties will agree to a physical architecture plan for a specific Exchange Area.
Where the Parties elect to interconnect indirectly, the physical architecture plan
will be completed within thirty (30) days from TCAL's written request for
interconnection contingent upon the Parties' Mutual agreement on the
architecture. where the Parties elect to interconnect directly, the physical
architecture plan will be completed within sixty (60) days from TCAL's written
request for interconnection contingent upon the Parties' mutual agreement on the
architecture. TCAL and TDS TELECOM agree to Interconnect their networks
directly or indirectly through existing and/or new Interconnection facilities
between TCAL switch(es) and TDS TELECOM's End office(s). The physical
architecture plan will, at a minimum, include the location of TCAL's switch(es)
TDS TELECOIWTCAL
Interconnection Agreement September 2016
CW2,+46008
2.2
2.3
APPENDX NIM
PAGE4
and TDS TELECOM End Office switch(es) to be interconnected, the facilities
that will connect the two networks, the timelines for completion of all major
tasks, and which Parly will provide (be financially responsible for) the
Interconnection facilities. At the time of implementation in a given local exchange
area the plan will be documented and signed by appropriate representatives of the
Parties, indicating their mutual agreement to the physical architecture plan.
Points of Interconnection (POIs): A Point of Interconnection (POf is a point in
the rret*o.k where the Parties deliver Interconnection traffrc to each other, and
also serves as a demarcation point between the facilities that each Party is
responsible to provide. At least one POI must be established at or within each
lefe where fpS TEI-BCOM operates as an ILEC and TCAL has End Users in
that same LATA. Both Panies shall negotiate the architecture in each location that
will seek to mutually minimize and equalize investment.
Each Party is responsible for the facilities to its side of the POI(s) and may utilize
any method of Interconnection described in this Appendix. Each Party is
responsible for the appropriate sizing, operation, and maintenance of the transport
facility to the POI(s).
Either Party, must provide thirty (30) days written notice of any changes to the
physical architecture plan.
Each Party is solely responsible for the facilities that carry OS/DA, 911 or mass
calling for their respective End Users.
2.4
3.
2.5
2.6 Technical Interfaces
2.6.1 The Interconnection facilities provided by each Party shall be formatted
using B8ZS with Extended Superframe format framing'
2.6.2 Electrical handoffs at the POI(s) will be DSl, DS3 or STS-1 as mutually
agreed to by the parties. When a DS3 or STS-1 handoff is agreed to by
the Parties, each Party will provide all required multiplexing at their
respective end.
METHODS OF INTERCONNECTION
3.1 lndirect Interconnection
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw2446008
4.2
APPENDXNIM
PAGE 5
3.1.1 The Parties agree that initially and for so long as traffic volumes do notwarrant direct interconnection, taffic shall be exchanged by transitingsuch traffic through third party LEC tandems. nac[ rariy shal bIfinancially and operationally responsible for the entire costs oi providingfacilities from its network to the third party tandem for the "*.hurg" o?such traffic.
3.1.2 Where the traffic exchanged between TCAL and a specific TDSTELECOM host or end oflice switch requires twenty-four (24; o. rnor.trunks for three consecutive months, oi it is otherwise economicallyadvantageous, the Parties shall implement direct trunls to the p -
associated with the specific host or end office switch in accordance withAppendix ITR Section 4. The parties agree to negotiate in good faith toreach agreement to accommodate direct interconnection
3.2 LeasedFacilitylnterconnection(..LFI,,)
3.2.1 Where facilities exist, TCAL may lease interconnection facilities fromTDS TELECOM pursuant to applicable tariff.
4. RESPONSIBILITIES OF THE PARTIES
4.1 If TCAL determines to offer local exchange service within a TDS TELECOMarea, TCAL shall provide thirty (30) days written notice to TDS TELECOM ofthe need to establish Interconnection. Such request shall include (i) TCAL,sSwitch address, type, and CLLI; (ii) TCAL's requisted Interconnection activationdate; and (iii) a non-binding forecast of iCAL's trunking and facilitiesrequirements.
Upon receipt of TCAL's notice to interconnect, the Parties shall schedule ameeting to negotiate and mutually agree on the network architecture (includint
trunking) to be documented as discussed above. The Interconnection activatioidate for an lnterconnect shall be established based on then-existing work forceand load, the scope and complexity of the requested Interconnection and otherrelevant factors.
4.3 If TCAL deploys additional switches after the Effective Date or otherwise wishesto establish lnterconnection with additional TDS TELECOM Central Offices,TCAL shall provide written notice to TDS TELECOM to establish suchInterconnection. The terms and conditions of this Agreement shall apply to suchInterconnection. If TDS TELECOM deploys additional End Office switches in alocal exchange after the effective date or otherwise wishes to establishInterconnection with additional TCAL Cental Offices in such local exchange,TDS TELECOM shall be entitled, upon written notice to TCAL, to establish suchInterconnection and the terms and conditions of this Agreement shall apply to
such Interconnection.
TDS TELECOIU/TCAL
Interconnection Agreement September 2016
cw2446008
4.4
4.5
TDS TELECOIWTCAL
Interconnection Agreement
APPENDXNIM
PAGE 6
TCAL and TDS TELECOM shall work cooperatively to install and maintain a
reliable network. TCAL and TDS TELECOM shall exchange appropriate
information (e.g., maintenance contact numbers, network information,
information r"irri.ed to comply with law enforcement and other security agencies
of the federal and state government and such other information as the Parties shall
mutually agree) to achieve this desired reliability'
TCAL and TDS TELECOM will review engineering requirements as required and
establish semi-annual forecasts for facilities utilization provided under this
Appendix.
5
4.6 TCAL and TDS TELECOM shall:
4.6.1 provide trained personnel with adequate and compatible test equipment to
work with each other's technicians.
4.6.2 Notifu each other when there is any change affecting the service
requested, including the due date'
4.6.3 Recognize that a facility handoff point must be agreed to that establishes
the dJmarcation for maintenance and provisioning responsibilities for each
partY on their side of the POI.
JOINT FACILITY GROWTH PLAhINING
5.1 The following lists the criteria and processes needed to satis$ additional capacity
requirements beyond the initial system.
5.2 Criteria:
5.2.1 Investment is to be minimized'
5.2.2 Facilities will be planned for in accordance with the trunk forecasts
exchanged between-the Parties as described in Appendix ITR and are to be
deployed in accordance with the Processes described below.
5.3 Processes:
5.3.1 In addition to the annual forecast process, discussions to provide relief to
existing facilities can be initiated by either party. Actual system
augmentations will be initiated upon mutual agteement'
5.3.2 Both Parties will perform a joint validation to ensure current
Interconnection facilities and associated trunks have not been over-
provisioned. If any facilities and/or associated trunks are over-
provisioned, they wili be turned down where appropriate. Trunk design
September 2016
cw2446008 APPENDXNIM
PAGE 7
blocking criteria described in Appendix ITR will be used in determining
trunk group sizing requirements and forecasts.
5.3.3 Both Parties will negotiate a project service date and corresponding work
schedule to construct relief facilities prior to facilities exhaust.
5-3-4 The joint planning process/negotiations should be completed within trro
months of the initiation of such discussion.
6. APPLICABILITY oF OTHER RATES, TERMS AND CoNDITIoNs
6.1 Every interconnection and service provided hereunder shall be subject to all rates,
terms and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDS TELECO}WTCAL
Interconnection Agreement September 2016
cw2446008
TDS TELECO}WTCAL
Interconnection Agreement
APPENDIX NUMBER PORTABILITY
APPENDXNP
PAGE I
September 2016
cw2446008 APPENDD( NP
PAGE 2
TABLE OF CONTENTS
1. INTRODUCTION 3
3. MASS CALLIN 6
4. PROVISION OF LNP BY TCAL TO TDS TELECOM .................6
TDS TELECOIW TCAL
Interconnection Agreement September 2016
This Appendix sets forth terms and conditions for Number Portability provided by
TDS TELECOM and TCAL.
The prices at which TDS TELECOM agrees to provide TCAL with Number
fortabitity are contained in the applicable Appendix PRICING and/or the
applicable tariff where stated.
2. LOCAL NUMBER PORTABILITY
2.1 General Terms and Conditions
Z.lJ The parties agree that the industry has established local routing number
(LRN) technology as the method by which local number portability (LNP)
will be provided in response to FCC Orders in FCC 95-116 (i.e., First
Report and Order and subsequent Orders issued to the date this agreement
was signed). As such, the parties agree to provide LNP via LRN to each
other as required by such FCC Orders.
2.1.2 The Parties do not offer LNP services and facilities for NXX codes 555,
976,950.
cw2446008
1. INTRODUCTION
1.1
t.2
APPENDIX NP
NI]MBER PORTABILITY
APPENDXNP
PAGE 3
September 2016
2.2
2.3
TDS TELECOIVI/TCAL
Interconnection Agreement
Oblisations of TCAL:
Z.Z.I TCAL is responsible for advising the Number Portability Administration
Center (NpAC) of telephone numbers that it imports and the associated
data as identified in the North American Numbering Council's (NANC)
Inter-Service Provider LNP Operations Flows as being required for LNP'
For LNP orders TCAL shall adhere to standard Ordering and Billing
Forum (OBF) Local Service Request (LSR) format. Should TCAL
request a coordinated port, the due date and time will be negotiated
2.2.2
between TCAL and TDS TELECOM.
2.2.3 TCAL shall adhere to reserved number standards as set by the FCC.
Oblisations of Both Parties
2.3.1 The Parties shall cooperate in performing activities required to port
Customer telephone number(s). The primary responsibility for the
coordination oi such activities will be assumed by the Party acquiring the
End User customer (porting in the customer telephone number(s))'
cw2446008
TDS TELECOI\{/TCAL
Interconnection Agreement
APPENDXNP
PAGE4
2.3.2 Either Party may request a customer Service Record (csR) prior to
placing a porting order. where requested and available, the parties will
make commercially reasonable efforts to return cSRs within 24 hours,
excluding weekends and holidays.
2.3.3 when a ported telephone number becomes vacant, e.g., the telephone
number is no longer in service by the original End User, the ported
telephone number will be released back to the carier owning the switch in
which the telephone number's NXX is native after appropriate time has
elapsed for intercept notification.
2.3.4 Each Party has the right to block default routed calls from entering a
network in order to protect the public switched network from overload,
congestion, or failure propagation.
2.3.5 NANC Inter-service Provider LNp operations Flows approved and
adopted by the FCC shall be followed regarding all aspects of porting
numbers from one network to another.
2.3.6 Intercompany testing shall be performed upon request prior to the
submission of actual porting orders.
2.3.7 Each Party will designate a single point of contact (spoc) to schedule and
perform required testing. These tests will be performed during a mutually
agreed time frame.
2.3.8 Each Party shall become responsible for the End User's other
telecommunications related items, e.g. E9l l, Directory Listings, operator
Services, Line Information Database (LIDB), when they port the End
User's telephone number to their switch.
2.3.9 The Parties will provide a 10-digit trigger on all LNp orders, where
technically feasible, unless a coordinated conversion of numbers is
requested on the LNP order.
2.4 Limitations of Service
2.4.1 relephone numbers can be ported only within TDS TELECoM rate
centers or rate districts, which ever is a smaller geographic area, as
approved by the State commission. If geographic number portability is
ordered by the FCC or the Commission during the term of this Agreement,
the Panies will promptly negotiate any necessary revisions to this
appendix to accommodate geographic number portabiliry. In the event the
Parties are unable to negotiate such changes within thirty (30) days, either
Party may invoke the dispute resolution procedures under this Agreement.
September 2016
cw2446008
2.5
2.6
APPENDD(NP
PAGE 5
2.4.2 Both Parties recognize that a single Central Office may be used to
terminate calls for multiple rate centers. As addressed in 2.7.1 above,
neither Party will assign ported numbers to customer premises outside a
number's native rate center or rate district in such a manner as to
circumvent FCC rules regarding geographic number portability.
LNP Ouerying
2.5.1 The switch's LRN software determines if the called party is in a portable
NXX. If the called party is in a portable NXX, a query is launched to the
LNP database to determine whether or not the called number is ported'
2.5.2 The FCI (Forward Call Identifier) field's entry is changed from 0 to 1 by-
the switch triggering the query when a query is made, regardless of
whether the called number is ported or not.
2.5.3 The N-l carrier (N carrier is the responsible Party for terminating call to
the End User) has the responsibility to determine if a query is required, to
launch the query, and to route the call to the switch or network in which
the telephone number resides.
2.5.4 If a Party chooses not to fulfill its N-l carrier responsibility, the other
party wiil perform queries on calls to telephone numbers with portable
NXXs received from the N-l carrier and route the call to the switch or
network in which the telephone number resides. TDS TELECOM will
perform LNP Query Service for TCAL pursuant to the terms and
ionditions set forth in National Exchange Carrier Association (NECA)
Tariff FCC No. 5. TCAL will perform N-l responsibilities on the same
terms as TDS TELECOM provides for in its applicable tariff.
2.5.5 A Party shall be responsible for payment of charges to the other Party for
any queries made on the N-l carrier's behalf when one or more telephone
n.*b.rr have been ported in the called telephone number's NXX.
Charges by each Party will be at the rate set forth in TDS TELECOM's
applicable tariff.
2.5.6 Both Parties shall populate the Jurisdictional Identification Parameter
(JIP) freld with the first six (6) digits (NPA NXX format) of the
appropriate LRN of the originating switch'
Pricins
2.6.1 The price of LNP queries shall be the same as those in NECA's FCC No. 5
Acciss Services Tariff in which TDS TELECOM is a concurring carrier'
TDS TELECOIvI/ TCAL
Interconnection Agreement September 2016
cw2446008
3. MASS CALLING
3.1
APPENDXNP
PAGE 6
2.6.2 Standard Service Order charges for processing Local Service Requests
(LSRS) as specified in Appendix Pricing apply to LNp orders. other than
standard Service Order charges, the Parties agree not to charge each other,
or any of the other Party's End Users for the provisioning or conversion of
ported telephone numbers during regular working hours. To the extent
TCAL requests porting to be performed outside of TDS TELECOM,s
regular working hours, or the work requires TDS TELECOM,s
technicians or project managers to work outside of regular working hours,
premium time and material charges shall apply.
General Terms and Conditions
3.1.1 Mass calling codes, i.e., choke/[rvcl NXXs, are used in a network
serving arrangement in special circumstances where large numbers of
incoming calls are solicited by an End User and the number of calls far
exceeds the switching capacity of the terminating office, the number of
lines available for terminating those calls, and/or the STp's query capacity
to the LNP database. Number portability for mass calling codes will be
done on an Individual Case Basis.
4. PROYISION OF LNP BY TCAL TO TDS TELECOM
4,7 TCAL shall provide LNP to TDS TELECOM under no less favorable terms and
conditions as when TDS TELECOM provides such services to TCAL.
TDS TELECOI{/ TCAL
Interconnection Agreement September 2016
cw2446008
TDS TELECOIVI/TCAL
Interconnection Agreement
APPENDIX NUMBERING
APPENDX NUMBERING
PAGE I
September 2016
cw2446008 APPENDD(NI.JMBERING
PAGE 2
TABLE OF CONTENTS
I. INTRODUCTION 3
2. GENERAL TERMS AND CONDITIONS 3
TDS TELECOIT4/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDX NUMBERING
PAGE 3
APPENDIX NUMBERING
1. INTRODUCTION
1.1 This Appendix sets forth the terms and conditions under which TDS
TELECOM and TCAL will coordinate with respect to NXX assignments.
2. GENERAL TERMS AI\D CONDITIONS
2.r Nothing in this Agreement shall be construed to limit or otherwise
adversely impact in any manner either Party's right to employ or to request
and be assigned any North American Numbering Plan (NANP) number
resources from the numbering administrator including, but not limited to,
central offrce (NXX) codes pursuant to the Centual Offrce Code
Assignment Guidelines, or to establish, by tariff or otherwise, Exchanges
and Rating Points corresponding to such NXX codes. Each Party is
responsible for administering the NXX codes it is assigned.
2.2 At a minimum, in those Metropolitan Exchange Areas where TCAL is
properly certified by the appropriate regulatory body and intends to
provide local exchange service, TCAL shall obtain a separate NXX code
for each TDS TELECOM rate center which is required to ensure
compliance with the industry-approved Central Office Code (NXX)
Assignment Guidelines (most current version) or other industry approved
numbering guidelines and the FCC's Orders pertaining to Local Number
Portability (LNP). This will not apply where number pooling is in effect.
In areas where thousand block number pooling is in place, TCAL shall
obtain a separate thousand block for each rate center. TCAL shall
terminate all calls to individual codes to Customers physically located
within the codes' respectively assigned rate centers. This will enable
TCAL and TDS TELECOM to identifu the jurisdictional nature of traffic
for intercompany compensation until such time as both Parties have
implemented billing and routing capabilities to determine ftaffic
jurisdiction on a basis other than NXX codes.
2.3 Pursuant to Section 7.3 of the North American Numbering Council Local
Number Portability Architecture and Administrative Plan report, which
was adopted by the FCC, Second Report and Order, CC Docket 95-116,
released August 18, 1997, portability is technically limited to rate
center/rate district boundaries of the incumbent LEC due to rating and
routing concerns.
TDS TELECO}WTCAL
Interconnection Agreement September 2016
cw2446008
2.6
2.4
2.5
APPENDX N{.JMBERING
PAGE 4
Each Party is responsible to program and update its own switches and
network systems to recognize and route traffic to the other party at all
times.
Each Party is responsible to input required data into the Routing Data
Base Systems (RDBS) and into the Telcordia Rating Administrative Data
Systems (BRADS) or other appropriate system(s) necessary to update the
Local Exchange Routing Guide (LERG).
Neither Party is responsible for notiffing the other parties'End users of
any changes in dialing arangements, including those due to NpA exhaust.
NXX Mieration
2.7.r where either Party has activated an entire Nxx for a single end
user, or activated more than half of an NXX for a single end user
with the remaining numbers in that NXX either reserved for future
use or otherwise unused, and such End-user chooses to receive
service from the other Party, the first Party shall cooperate with the
second Party to have the entire NXX reassigned in the LERG (and
associated industry databases, routing tables, etc.) to an End Office
operated by the second Party provided that the requested rate
center is the same rate center that physically serves the customer in
a non-foreign exchange arrangement. such transfer will require
development of a transition process to minimize impact on the
Network and on the end user(s)' service and will be subject to
appropriate industry lead times (cu:rently forty-five (45) days) for
movements of NXXs from one switch to another. The party to
whom the NXX is migrated will pay NXX migration charges per
NXX to the Party formerly assigned the NXX as described in the
Appendix PRICING. In a Thousand-block number-pooling
environment, where a provider has a large block of numbers and
wants to migrate to another provider, LNp will be the migration
method.
2.8 Test Numbers
2.8.r Each Party is responsible for providing to the other, valid test
numbers. one number terminating to a voice announcement
identifuing the Company and one number terminating to amilliwatt tone providing answer supervision and allowing
simultaneous connection from multiple test lines. Both numbers
should remain in service indefinitely for regressive testing
puposes.
2.7
TDS TELECOI\,I/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDXPRICING
PAGE I
APPENDIX.PRICING
mS TELECOIVI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDIXPRICING
PAGE 2
TABLE OF CONTENTS
1. INTRODUCTION 3
2.
3.
4.
5.
RECTJRRING CHARGES .......3
NON.RECI]RRING CHARGES 3
BILLING 4
APPLICABTLTTY OF OTHER RATES, TERMS AND CONDrTIONS...................... 4
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDXPRICING
PAGE 3
APPEI\DIX PRICING
1. INTRODUCTION
l.l This Appendix sets forth the pricing terms and conditions for TDS TELECOM
and TCAL.
1.2 If a rate element and/or charge for a product or service contained in, referenced to
or otherwise provided by TDS TELECOM under this Agreement (including any
attached or referenced Appendices) is not listed in this Appendix PRICING, such
rates and charges shall be determined in accordance with Section 252(d) of the
Act; provided however, if TDS TELECOM provides a product or service that is
not subject to the pricing principles of the Act, such rate(s) and/or charges shall
be as negotiated by TDS TELECOM and TCAL.
1.3 Except as otherwise agreed upon by the Parties in writing or by the publication of
or concrrrence in tariffs or price lists filed with the FCC or the Commission, TDS
TELECOM shall not be required to provide TCAL a product or service under this
Agreement unless and until the Parties have agreed upon a rate element or charge
(whether a final ratelcharge or, as agreed upon by the Parties, an interim
ratelcharge subject to a true-up, true-down) applicable to the requested product
and/or service.
1.4 The pricing list is in Attachment A found in this Appendix PRICING
2. RECURRINGCHARGES
2.1 Unless otherwise identified in Attachment A of this Appendix PRICING, where
rates are shown as monthly, a month will be defined as a 30-day calendar month.
The minimum term for each monthly rated element will be one (1) month. After
the initial month, billing will be on the basis of whole or fractional months used.
The minimum term for non-monthly rated services, if applicable, will be specified
in the rate table included in this Appendix.
2.2 Where rates are distance sensitive, the mileage will be calculated on the airline
distance involved between the locations. To determine the rate to be billed, the
Parties will first compute the mileage using the V&H coordinates method, as set
forth in the National Exchange Carrier Association, Inc. Tariff FCC No 4. When
the calculation results in a fraction of a mile, the fractional mileage will be
rounded up to the next whole mile before determining the mileage and applying
rates.
3. NON.RECT'RRING CHARGES
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw2446008 APPENDD( PRICING
PAGE4
3.1 Where rates consist of usage sensitive charges or per occurrence charges, such
rates are classifi ed as'onon-recurring charges. "
3.2 TCAL shall pay a service order processing/administation charge for each service
order submitted by TCAL to TDS TELECOM.
3.3 Some items, which must be individually charged (e.g., extraordinary charges,
TCAL Changes, etc.), are billed as nonrecurring charges.
3.4 Time and Material charges (a.k.a. additional labor charges) are defined in the
Pricing Attachment A.
3.5 All charges assume work performed during normal business hours (8:00 AM to
5:00 PM Monday through Friday). For work requested outside of normal
business hours or on weekends and holidays, premium rates will apply.
4. BILLING
4.1 For information regarding billing, non-payment, disconnects and dispute
resolution, see the General Terms and Conditions of this Agreement.
5. APPLICABILITY OF OTHER RATES, TERMS AI\D CONDITIONS
5.1 Every interconnection and service provided hereunder shall be subject to all rates,
tenns and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDS TELECOIWTCAL
Interconnection Agreement September 2016
Appendix Pricing
Attachment A
cw2446008
Local Service Order (LSR)
Per lnitial Orden
Per Supplemental Order:
Miscellaneous Testing and other Additional Labor- each half hour or fraction
thereof
Overtime per employee
Premium Time per employee
Local Traffic Tormination*
StroutA tocal Traffic become out of balance (>60/40) a reciprocal Local Traffic
Termination rate shall be developed and this Attachment shall be updated to
incorporate such rate.
PERCENT LOCAL USAGE FACTOR (PLU) (See Appendix Recip Comp)
TDS Telecom Originated- TCAL Terminated Traffic (PLU)
TCAL Originated- TDS Telecom Terminated Traffic (PLU)
Directorv
Per book copy delivered to TCAL End User
Per Book copy Delivered in Bulk to TCAL
*5/o discount on orders over 500
TDs TELECO,TI-TCAL
Idoho
Non Recurring
lrvrruny
Recurring
Bill and Keep.*
$
$
$20.00
$5.00
24.50
45.00
$5.00
$5.00.
cw2446008
TDS TELECOI\,1/TCAL
Interconnection Agreement
APPENDIX
RECIPROCAL COMPENSATION
APPENDD( RECIPROCAL COMPENSATION
PAGE I
September 2016
cw2444604 APPENDIX RECIPROCAL COMPENSATION
PAGE 2
TABLE OF CONTENTS
2. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC RELEVANT TO
3.RESPONSIBILITIES OF TIIE PARTIES .....'".""...........5
4. LOCAL TRAFFIC COMPENSATION - Bill and Keep """"""""""""6
5.APPLICABILITY OF OTI{ERRATES TERMS AND CONDITIONS.......'".. ..,...,....7
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2444604
2.
1.
APPENDX RECIPROCAL COMPENSATION
PAGE 3
APPENDIX RECIPROCAL COMPENSATION
(Mutual Compensation for Transport, Termination, and Transiting)
INTRODUCTION
1.1 This Appendix sets forth terms and conditions for Reciprocal Compensation
provided by TDS TELECOM and TCAL.
TRANSI\ISSION AI\D ROUTING OF TELEPHONE EXCHAI\GE SERVICE
TRAFFIC RELEVANT TO COMPENSATION
2.t The Telecommunications traffic exchanged between TCAL and TDS TELECOM
will be classified as Local Traffic, ISP-Bound Traffic, IP-PSTN Traffic,
intraLATA Toll Traffic, or interLATA Toll Traffic.
2.I.1 "Local Traffic," for purposes of intercarrier compensation, is
Telecommunications traffic originated by a End User Customer of one
Party in an exchange on that Party's network and terminated to a End User
Customer of the other Party on that other Party's network located within
the same exchange or other non-optional extended local calling area
associated with the originating customer's exchange as defined by TDS
TELECOM's applicable local exchange tariff. Local Traffic does not
include: (l) any ISP-Bound Traffic; (2) traffic that does not originate and
terminate within the same TDS TELECOM local calling area as such local
calling area is defined by TDS TELECOM's applicable local exchange
tariff; (3) Toll Traffic, including, but not limited to, calls originated on alt presubscription basis, or on a casual dialed (IOXXX101XXXX) basis;
(4) optional extended local calling area traffic; (5) special access, private
line, Frame Relay, ATM, or any other traffic that is not switched by the
terminating Purty; or, (6) Tandem Transit Traffic. Local Traffic may
include IP-PSTN Traffic.
2.I.2 "ISP-Bound Traffic" means traffic that originates from or is directed,
either directly or indirectlyo to an information service provider or lnternet
service provider (ISP) who is physically located in an exchange within the
local calling area of the originating End User. Traffrc originated from,
directed to an ISP physically located outside the originating End User's
local calling area will be considered toll traffic and subject to access
charges.
2.t.3 "IP-PSTN Traffic" means that Non-Access Telecommunications Traffic
exchanged between aLEC and another telecommunications carrier, within
the scope of $51.701(bX3) in Time Division Multiplexing (TDM) format
that originates or terminates in IP format, to an end-user customer of a
service that requires lnternet protocol-compatible customer premises
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2444604
2.2
2.3
2.4
TDS TELECOIVI/TCAL
Interconnection Agreement
APPENDX RECIPROCAL COMPENSATION
PAGE4
equipment.
2.I.4 IP-PSTN Traffic does not include voice traffic originating on the PSTN in
TDM, which is transported through an Internet Protocol Connection
(PC), and which ultimately, terminates on the PSTN in TDM.
Reciprocal compensation applies for transport and termination of Local Traffrc
terminated by either Party's switch. The Parties agree that the jurisdiction of a call
is determined by its originating and terminating (end-to-end) points. When an End
User originates a call which terminates to an End User physically located in the
same local calling area and served on the other Party's switch, the originating
Party shall compensate the terminating Party for the tansport and termination of
Local Traffic in accordance with Section 4 of this Appendix.
2.2.1 If TCAL assigns NPAAIXXs to specific rate centers and assigns numbers
from those NPAAIXXs to TCAL End-Users physically located outside of
the rate center to which the NPAA{XX is assigned, TDS TELECOM
traffic originating from within the rate center where the NPAA{XX is
assigned and terminating to such End-Users at a location outside the TDS
TELECOM originating rate center, shall not be deemed Local Traffic, and
therefore, no compensation shall be due from TDS TELECOM to TCAL.
2.2.2 Further, TCAL agrees to identifu such traffic to TDS TELECOM and to
compensate TDS TELECOM for originatlng and tansporting such traffic
to TCAL at TDS TELECOM's tariffed switched access rates. If TCAL
does not identifr such traffic, TDS TELECOM will, to the best of its
ability, determine which whole TCAL NPA/NXXs have been so assigned
and TDS TELECOM shall charge the applicable rates for originating
access service as reflected in TDS TELECOM's applicable access tariff.
TDS TELECOM shall make appropriate billing adjustments if TCAL can
provide sufficient information for TDS TELECOM to determine the actual
jurisdiction of the traffic.
Notwithstanding any other provision of the Agreement, Local Traffic does not
include ISP-Bound Traffic. TCAL and TDS TELECOM agree to terminate each
other's ISP-Bound Traffic on a Bill and Keep basis of reciprocal compensation.
"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.
When TCAL establishes service in a new area, the Parties' obligation for
reciprocal compensation to each other shall coilrmence on the date the Parties
agree that the network is complete (i.e., each Party has established its originating
trunks as well as any ancillary functions (c.g, 9-1-1) and is capable of fully
supporting originating and terminating End Users' (and not a Party's test) traffic.
If there is no formal agreement as to the date of network completion, it shall be
September 2016
cw2444604
2.5
2.6
2.7
2.8
2.9
APPENDIX RECIPROCAL COMPENSATION
PAGE 5
considered complete no later than the date that live traffic first passes through the
network.
The compensation arrangements set forth in this Appendix are not applicable to(i) Exchange Access traffic, (ii) traffic originated by one party on a number
ported to its network that terminates to another number ported on that same
Party's network or (iii) any other type of traffic found to be exempt from
reciprocal compensation by the FCC or the Commission. All Exchange Access
traffic and intraLATA Toll Traffic shall continue to be governed by the terms and
conditions of applicable federal and state access tariffs. Optional calling plans,
where applicable, will be classified as toll traffic.
Local IP-PSTN Traffic shall be exchanged on a Bill and Keep basis. Non-Local
IP-PSTN Traffic shall be exchanged subject to Non-Access Reciprocal
Compensation as set forth in the Parties respective filed interstate and intrastate
tariffs.
Private Line Services include private line-like and special access services and are
not subject to local reciprocal compensation. Private Line Services are defined as
dedicated Telecommunications channels provided between two points or switched
among multiple points and are used for voice, data, audio or video transmission.
Private Line services include, but are not limited to, wATS access lines.
Except as provided otherwise in this Agreement, the Parties understand and agree
that either Purty, upon ten (10) days notice to the other party where regulatory
environment permits, may block any traffic that is improperly routed by the other
Party over any trunk groups and/or which is routed outside of the mutual
agreement of the Parties.
Neither Party shall be obligated to compensate the other Party or any Third Partyfor Local, EAS, Toll, IXC or any other telecommunications traffic that is
inappropriately routed (as reflected in the LERG).
3. RESPONSIBILITIES OF THE PARTIES
3.1 Each Party to this Appendix will be responsible for the accuracy and quality of its
data as submitted to the respective Parties involved. It is the responsibility of each
Party to originate and transmit complete and unaltered calling party number
(cPN) and charge Number (cN), as received by an originating party. Each party
is individually responsible to provide facilities within its network for routing,
transporting, measuring, and billing traffic from the other party's network and for
delivering such traffic to the other Party's network as referenced in Telcordia
Technologies Boc Notes on LEC Networks and to terminate the taffic it
receives in that standard format to the proper address on its network. The Parties
are each solely responsible for participation in and compliance with national
TDS TELECOM/TCAL
Interconnection Agreement September 2016
cw2444604
3.2
3.3
3.4
3.5
APPENDX RECIPROCAL COMPENSATION
PAGE 6
network plans, including the Telecommunications Service Priority (TSP) System
for National Security Emergency Preparedness (NSEP).
Each Party is responsible to input required data into Routing Data Base Systems
(RDBS) and into Telecordia Technologies Rating Administrative Data Systems
(example: BRADS) or other appropriate system(s) necessary to update the Local
Exchange Routing Guide.
Neither Party shall use any Interconnection, function, facility, product, network
element, or service provided under this Agreement or any other service related
thereto or used in combination therewith in any manner that interferes with or
impairs service over any facilities of either Putty, its affiliated companies or other
connecting telecommunications catriers, prevents any carrier from using its
Telecommunication Service, impairs the quality or privacy of
Telecommunications Service to other carriers or to either Party's End Users,
causes hazards to either Party's personnel or the public, damage to either Party's
or any connecting carrier's facilities or equipment, including any malfunction of
ordering or billing systems or equipment. Upon such occurrence, either Party
may discontinue or refuse service for so long as the other Party is violating this
provision. Upon any such violation, either Party shall provide the other Party
notice of the violation at the earliest practicable time.
Each Party is solely responsible for the services it provides to its End Users and to
other Telecommunications Carriers.
Where SS7 connections exist, each Party will provide the other with the proper
signaling information (e.g., originating Calling Party Number, Charge Number,
JIP and destination called party number, etc.), to enable each Party to issue bills
in a complete and timely fashion. All CCS signaling parameters will be provided
including CPN, JIP, Originating Line Information Parameter (OLIP) on calls to
8XX telephone numbers, calling party category, Charge Number, etc. All privacy
indicators will be honored.
4. LOCAL TRAFFIC COMPENSATION - Bitt and Keep
4.1 Local Traffic shall be exchanged on a Bill and Keep basis. 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.
TDS TELECOIWTCAL
Interconnection Agreement September 2016
CW2444604 APPENDX RECIPROCAL COMPENSATION
PAGE 7
5. APPLICABILITY OF OTHER RATES TERMS AI\D CONDITIONS
5.1 Every interconnection and service provided hereunder shall be subject to all rates,terms and conditions contained in this Agreement which are legiiimately related
to such interconnection or service.
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDIX WP
PAGE I
APPENDIXWP
TDS TELECOITVI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDIX WP
PAGE 2
TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
INTRODUCTION.....3
3
5
I
6
6
7
SERVICE PROYIDED ..............
USE OF SUBSCRIBER LISTING INFORMA'TION
PRICING
LIABILITY
BREACH OF CONTRACT
TDS TELECOIvI/TCAL
Interconnection Agreement September 2016
cw2446008 APPENDIXWP
PAGE 3
APPENDX WP
(WHITE PAGES DIRECTORY)
1. INTRODUCTION
1.1 This Appendix sets forth terms and conditions that shall apply to TCAL for
inclusion of End User Listings in TDS TELECOM White Page Telephone
Directories and Directory Assistance databases where provided by TDS
TELECOM.
t.2 The prices at which TDS TELECOM agrees to provide TCAL with White Page
and Directory Assistance database services are contained in the applicable
Appendix PRICING.
2. SERVICE PROVIDED
TDS TELECOM publishes White Pages (WP) directories for geographic areas in
which TCAL also provides local exchange telephone service, and TCAL wishes
to include alphabetical listings information for its End Users in the appropriate
TDS TELECOM WP directories and/or Directory Assistance databases.
TCAL also desires distribution to its End Users of the WP directories that include
listings of TCAL's End Users.
TDS TELECOM shall provide TCAL and its End Users access to WP and/or
directory listings under the following terms:
2.3.1 Prior to the issuance of a particular directory, TCAL shall furnish to TDS
TELECOM via a Local Service Request (LSR) all new, changed and
deleted subscriber listing information pertaining to TCAL End Users
located within the local directory scope, along with such additional
information as TDS TELECOM may require to prepare and print the
alphabetical listings of said directory. TCAL may provide TCAL's
subscriber listing information to TDS TELECOM for inclusion in the WP
directory up to thirty (30) days prior to the service order close date.
Applicable service order charges as set forth in Appendix PRICING shall
apply.
2.3.2 So long as TCAL provides listing information to TDS TELECOM as set
forth above, TDS TELECOM will include in appropriate WP directories
the primary alphabetical listings of all TCAL End Users located within the
local directory scope. TDS TELECOM will also include, where applicable
for TCAL business End Users, one alphabetical, non-bold yellow page
listing on the same basis as provided for TDS TELECOM business End
Users.
TDS TELECOIWTCAL
Interconnection Agreement September 2016
2.1
2.2
2.3
cw2446008
2.3.3
2.3.4
2.3.5
APPENDIXWP
PAGE 4
TCAL's End User listings will be alphabetically interfiled with TDS
TELECOM's subscriber listings of the wp directory. After the service
order close date for a particular directory, TDS TELECOM shall provideTCAL the directory publisher's interfiled proof of the subscriberlistings
as such listings are to appear in the directory. The verification list shall
also include Directory Delivery Address information for each TCAL Enduser. TCAL shall review this verification list upon receipt and shallsubmit to TDS TELECOM any necessary additions, deletions or
modifications within five (5) Business Days.
Each rcAL subscriber will receive one copy per primary End User listingof TDS TELEC0M's wP directory in the ram" m*n"i and at the same
time that they are delivered to TDS TELECOM's subscribers during the
annual delivery of newly published directories. TDS TELECOM has no
obligation to provide any additional WP directories above the directories
provided to TCAL or TCAL customers after each annual distribution ofnewly published wP. For wP directories and/or wp directories that are
co-bound with Yellow Pages, TCAL may provide to TDS TELECOM
written specifications of the total number of directories that it will require,
at least sixty (60) days prior to the directory service order close date. Inthat event, TDS TELECoM will deliver the remaining directories
included in the TCAL's order in bulk to an address specified by TCAL.
TDS TELECOM will provide TCAL with l/g6 page in each directory
(where TCAL has or plans to have local telephone exchange customers)for TCAL to include TCAL specific-information (i.e., business officg
residence office, repair bureau, etc.) in the wp directory on an ..index-
type" informational page. No advertising will be permitted on such
informational page. This page will also include specific information
pertaining to other TCALs. At its option, TCAL shall provide TDS
TELECOM with its logo and information in the form of a -amera-ready
copy, sized at l/86 of a page. The content of TCAL's camera-ready copy
shall be subject to TDS TELECOM's approval.
September 2016
2.3.6 TDS TELECOM will include and maintain TCAL End User listings in
TDS TELECOM's Directory Assistance databases. To the extent thatlOS
TELECOM's directory assistance listings are maintained in a database
administered by a third party, TCAL shall cooperate with TDS
TELECOM as needed to have TCAL listings loaded into such database.TCAL shall provide such Directory Assistance listings to TDS
TELECOM at no charge.
TDS TELECON,f/TCAL
Interconnection Agreement
3.1
4. PRICING
cw2446008 APPENDIXWP
PAGE 5
2.3.7 TCAL shall provide to TDS TELECOM the names, addresses and
telephone ,rr-b"tt of all End Users who wish to be listed in the directory
assistance database but omitted from publication in WP directories (Non-
published). Non-Published listings will be subject to the rates as set forth
in TDS TELECOM's applicable General subscriber Services Tariff.
3. USE OF SUBSCRIBER LISTING INFORMATION
TCAL authorizes TDS TELECOM to include and use the subscriber listing
information provided to TDS TELECOM pursuant to this Appendix in TDS
TELECOM's appropriate printed WP directory and Directory Assistance
database(s). tnciuded in this authorization is the exchange of extended area
service tistt"gs TDS TELECOM provides for Independent Company directory
publication. *O release of TCAL listings to requesting competing carriers as
required by Section 251(bX3) and any applicable state regulations and orders'
Also included in this authorization is TDS TELECOM's use of TCAL's subscriber
listing information in TDS TELECOM's current and future directory' TDS
TELECOM will afford TCAL's directory listing information the same level of
confidentiality that TDS TELECOM affords its own directory listing information.
4.r The rates for the services described herein are identified in Appendix PRICING.
If TCAL provides its subscriber listing information to TDS TELECOM's listings
database, TDS TELECOM will assess a per book copy, per subscriber line,
charge at the time newly published directories are distributed to TCAL End Users
fisteI in the directory, plus an annual, per book copy charge at the time directories
are delivered in bulk io TCAL. Included in this rate, TCAL will receive for its
End User, one primary listing in TDS TELECOMs WP directory; and, at the time
of annual distribution of newly published directories, one copy of the directory
provided to either TCAL's End Users, or in bulk to the TCAL location' TDS
TELECOM has no obligation to warehouse WP directories for TCAL or provide
Wp directories to TCAL's End Users subsequent to the annual distribution of
newly published directories.
TDS TELECOM has no obligation to provide any additional WP directories
above the number of directories forecast by TCAL per Section 2.3.5 above.
While TDS TELECOM has no obligation to provide WP directories to TCAL or
TCAL,s End Users after the annual distribution of newly published directories,
TDS TELECOM will in good faith attempt to accommodate TCAL requests for
,.Subsequenf' directory oidr.. (orders placed after the initial order/forecast is
provided - see Section 2.3.5 above). Orders for directories above the forecast
number(s) will be filled subject to availability. In such event, TDS TELECOM
will provide the directories in bulk to TCAL and will assess a per book charge.
4.2
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw2446008
5. LIABILITY
5.1
5.2
5.3
APPENDIX WP
PAGE 6
TCAL hereby releases TDS TELECOM from any and all liability for damages
due to errors or omissions in TCAL's subscriber listing information provided by
TCAL or its agent(s) to TDS TELECOM under this Appendix, including such
information as it appears in the wP directory, including, but not limited to,
special, indirect, consequential, punitive or incidental damages.
TCAL shall indemniff, protect, save harmless and defend rDS TELECOM (or
TDS TELECoM's offrcers, employees, agents, assigns and representatives) from
and against any and all losses, liability, damages and expense arising out of any
demand, claim, suit or judgment by a third party in any way related to any eror or
omission in TCAL's subscriber listing information, caused by TCAL or its
agent(s), including any elror or omission related to non-published or non-listed
subscriber listing information. TCAL shall so indemniff regardless of whether
the demand, claim or suit by the_third party is brought jointly against TCAL and
TDS TELECOM, and/or against TDS TELECOM alone. However, if such
demand, claim or suit specifically alleges that an error or omission appears in
TCAL's subscriber listing information in the wP directory, TDS TELECOM
may, at its option, assume and undertake its own defense, , in which event the
TCAL shall reimburse TDS TELECOM for reasonable affomey's fees and other
expenses incu:red by TDS TELECOM in handling and defending such demand,
claim and/or suit.
This Appendix shall not establish, be interpreted as establishing, or be used by
either Party to establish or to represent their relationship as any form of agency,
partnership or joint venture. Neither Party shall have any authority to bind the
other nor to act as an agent for the other unless written authority, separate from
this Appendix, is provided. Nothing in the Appendix shall be conskued as
providing for the sharing of profits or losses arising out of the efforts of either or
both of the Parties. Nothing herein shall be construed as making either Party
responsible or liable for the obligations and undertakings of the other party.
6. BREACH OF CONTRACT
6.r If either Party is found to have materially breached this Appendix and the
breaching Party fails to cure the breach within ten (10) calendar days after receipt
of notice from the other Party, the non-breaching Party may terminate the
Appendix by providing written notice to the breaching Party, whereupon this
Appendix shall be null and void with respect to any issue of TDS TELECoM's
WP directory published sixty (60) or more calendar days after the date of receipt
of such written notice.
TDS TELECOIWTCAL
Interconnection Agreement September 2016
cw2446008
7, TERM
7.1
7.2
TDS TELECOIWTCAL
Interconnection Agreement
APPENDIXWP
PAGE 7
The term of this Appendix shall be coterminous with the term of the
Interconnection Agreement or until terminated by sixty (60) calendar-days prior
written notice by either Party to the other. Upon termination, TDS TELECOM
shall cease using, for any purpose whatsoever, the subscriber listing information
provided hereunder by TCAL, and shall promptly return such subscriber listing
information to the TCAL.
Upon termination of the Interconnection Agreement, this Appendix will be null
and void with respect to any issue of directories published thereafter, except that
the indemnification provided by Section 6 herein shall continue with respect to
any directory published within one hundred and twenty (120) calendar days of
termination.
September 2016
cw2446008 APPENDIX 9II
PAGE I
APPENDIX 91I
TDS TELECOIIV{/TCAL
Interconnection Agreement
September 2016
cw2446008 APPENDIX 9II
PAGE 2
APPENDIX 911
1. INTRODUCTION
1.1 This Appendix sets forth terms and conditions that shall apply for 911 (Egll)
arrangements
2. 9ll SERYICE
2.t 911 Arrangements are arrangements ^for routing. 911 calls from a Party's
burto*"ir To the appropriate pYuttic Safety At lry".tlg Point.("PSAP"),, passing
certain customer iniirrmation for display at the PSAP answering station based on
the class of 911 service (Basic 911 or E911) deployed in the area.
2.2 As of the Effective Date of this Agreement, TDS Telecom i9_ not the 911 service
i,i.l"ia"i-."*i"g ttr" pSep and eaih party is solely^responsible for making their
'own 911 Arranlements to connect to tha current 9ll-service P{ovider and for;"iilt "pd;,*" on a timely basis -to the ALI database for their respective
C"rtofi"ri. In the "r*t thut tDS T"lecom becomes the 911 service provider for
urv .*"h*ee where CLEC is providing service un{er this Agreement, TDS
f;i"";;iTi pi;;id" CLEC advance nolice and the Parties agree to nPgolqt:
t"r-t io u-e"t this Agreement for the provision of 911 Arrangements by TDS
Telecom to CLEC.
TDS TELECOIIUTCAL
Interconnection Agreement
September 2016