20230504Interconnection Agreement.pdf

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INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
BETWEEN
CUSTER TELEPHONE COOPERATIVE, INC.
AND
TELEPORT COMMUNICATIONS AMERICA, LLC
THIS INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
(the "Agreement") is made by and between Custer Telephone Cooperative, Inc., an Idaho non-profit
cooperative corporation ("Company"), an Incumbent Local Exchange Carrier ("ILEC") certificated in
the State of Idaho, (the "State"), and Teleport Communications America, LLC, (“TCA”) a
Competitive Local Exchange Carrier, on behalf of itself and its operating affiliates in the State, and
shall be deemed effective as of this 23rd day of March 2023 ("Effective Date"). This Agreement may
refer to either Company or TCA as a "Party" or collectively as the "Parties."
In consideration of the mutual promises and covenants contained herein, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1.GENERAL
2.DEFINITIONS
et. seq.)
“Access Telecommunications Traffic”
RECEIVED
Thursday, May 4, 2023 3:25:41 PM
IDAHO PUBLIC
UTILITIES COMMISSION
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Division Multiplexing (TDM) format that originates and/or terminates in IP format.
3.TERM OF THE AGREEMENT
A.The Initial Term of this Agreement shall be two (2) years, beginning on the Effective Date.
B.Absent the receipt by a Party of written notice from the other Party at least ninety (90) days
prior to the expiration of the Initial Term to the effect that such Party does not intend to
extend the Initial Term of this Agreement, this Agreement shall automatically renew and
remain in full force and effect on and after the expiration of the Initial Term on a year to
year basis.
C.If pursuant to Section 3B, above, this Agreement continues in full force and effect after the
expiration of the Initial Term, either Party may terminate this Agreement ninety (90) days prior
to the expiration of any renewal term as reflected in Section 3B and after delivering written
notice to the other Party of its intention to terminate this Agreement.
D.In the event of default, the non-defaulting Party may terminate this Agreement in whole or in
part provided that the non-defaulting Party so advises the defaulting Party in writing of the event
of the alleged default and the defaulting Party does not remedy the alleged default within sixty
(60) days or such other time period as the Parties may agree is reasonable under the
circumstances after written notice thereof. Default is defined to include:
(1)A Party's insolvency or initiation of bankruptcy or receivership proceedings by or against
the Party; or
(2)A Party's material breach of any of the material terms or conditions hereof, including the
failure to make any undisputed payment when due.
E.Termination of this Agreement for any cause shall not release either Party from any liability
which at the time of termination has already accrued to the other Party or which thereafter may
accrue in respect to any act or omission prior to termination or from any obligation which is
expressly stated herein to survive termination.
F.If upon expiration or termination of this Agreement other than pursuant to Section 3D above,
the Parties are negotiating a successor agreement, during such negotiation period each Party
shall continue to perform its obligations and provide the services described herein under this
Agreement until such time as the successor agreement becomes effective. The Parties expressly
agree that the rates, terms, and conditions of the successor agreement shall be retroactive back
to the date of termination of this Agreement or such other time period as the Parties may agree,
such that all payments made from the date of termination of this Agreement to the effective date
of the successor agreement shall be trued-up to comply with the rates, terms and conditions of
the successor agreement.
4.COMPENSATION
A.As discussed below, TCA will route all traffic to Company (regardless of the traffic’s jurisdiction)
through an interexchange carrier, which will pay Company’s tariffed access charges for Company’s
termination of all TCA-originated traffic. Accordingly, TCA will pay no compensation to Company
for TCA-originated traffic.
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B.TCA will not charge Company for the termination of Company-originated, Non-Access
Compensation Traffic.
5.METHODS OF INTERCONNECTION
A.TCA will route all traffic to Company (regardless of the traffic’s jurisdiction) in TDM format through
an interexchange carrier.
B.Company may route all Non-Access Compensation Traffic to TCA either directly or indirectly, over
existing facilities, at Company’s discretion.
6.BILLING
A.Charges and Payment
(1)TCA shall pay invoices within ninety (90) days from the Bill Date. If the payment due date
is a Saturday, Sunday or a designated bank holiday, payment shall be made the next business
day. Invoices shall be sent to:
To: COMPANY
Custer Telephone Cooperative, Inc.
P.O. Box 324
Challis, ID 83226
[phone]
[e-mail]
To: TCA
Teleport Communications of America, LLC
c/o TEOCO MS - AT&T Wireline
12150 Monument Drive, Ste. 700
Fairfax, VA 22033
888-786-1211 Ext.8218776
[e-mail]
or such other address as the Parties may designate to one another on at least thirty
(30) days prior written notice.
(2)All charges under this Agreement shall be billed within one (1) year from the time the charge
was incurred; previously unbilled charges more than one (1) year from the time the charge
was incurred shall not be billed by either Party, and shall not be payable by either Party.
Nothing in this subsection shall affect the right of a Party to contest inaccurate invoices to
the extent provided under law.
(3)Invoices between the Parties shall be clearly organized and charges must be accompanied
by a brief, clear, non-misleading description of the service or services rendered including
the minutes of use, the rate applied, and whether the charge is for facilities or usage. Invoices
not complying with this section shall not be paid until re­ issued in the proper format.
7.SS7
A.Company will provide and implement all defined and industry supported SS7 mandatory
parameters as well as procedures in accordance with ANSI standards to support SS7 signaling
for call setup for the interconnection trunks. To the extent Company provides ANSI optional
parameters for its own use, Company shall provide the same to TCA for TCA's review.
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B.Where available, Company agrees to provide carrier identification parameter (CIP) within
TCA's SS7 call set-up signaling protocol at no charge.
C.Company shall support intercompany 64 KBPS clear channel where it provides such capability
to its end users.
D.The Parties will cooperate in the exchange of TCAP messages to facilitate full inter­ operability
of SS7-based features between their networks, including all CLASS features and functions; to
the extent each Party offers such features and functions to its own end users.
8.NETWORK DESIGN AND MANAGEMENT
A.The Parties will work cooperatively to install and maintain reliable interconnected
telecommunications networks, including but not limited to, maintenance contact numbers and
escalation procedures. Company will provide written notice to TCA of changes in the
information necessary for the transmission and routing of services using its local exchange
facilities or networks, as well as of any other changes that would affect the interoperability of
those facilities and networks.
(1)Each Party shall provide to the other's surveillance management center a twenty-four (24)-
hour contact number for network traffic management issues. A fax number and email
address must also be provided to facilitate event notifications for planned mass calling
events.
(2)Each Party has the duty to alert the other to any network events that can result or have
resulted in material service interruption, blocked calls, or negative changes in network
performance.
B.Neither Party will charge rearrangement, reconfiguration, disconnection, termination or other
non-recurring fees that may be associated with the initial reconfiguration of either Party's
network interconnection arrangement contained in this Agreement.
C.The Parties will provide Common Channel Signaling (CCS) information to one another for all
exchanged Traffic. All CCS signaling parameters will be provided. All privacy indicators will
be honored, and the Parties agree to cooperate on the exchange of Transactional Capabilities
Application Part (TCAP) messages to facilitate full interoperability of CCS-based features
between the respective networks.
D.The Parties will provide each other with the proper call information, including all proper
translations for routing between networks and any information necessary for billing.
E.Company will process TCA maintenance requests at no less than parity with the manner in which
Company processes its own maintenance requests or maintenance requests of its affiliates.
F.Parties shall provide prior notification of any scheduled maintenance activity performed by the
Parties that may be service affecting to the other Party.
G.In the case of direct interconnection, each Party is responsible for the transport of originating
calls from its network to the relevant, mutually agreed upon point of interconnection, and each
Party will ensure that its facilities are compatible with the mutually agreed upon transmission
and facility specifications

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9. LOCAL NUMBER PORTABILITY

Both Parties shall abide by the rules and regulations of the Federal Communications Commission
and applicable state public utility commission rules and regulations to port numbers from and to
each other.

10. LIMITATION OF LIABILITY

A. Except as otherwise provided for in this paragraph, neither Party shall be liable to the other Party
for any indirect, incidental, consequential, reliance, punitive, or special damages suffered by the
other Party (including without limitation damages for harm to business, lost revenues, lost
savings, or lost profits suffered by the other Party), 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.

B. A Party’s liability for direct damages for breach of this Agreement or arising out of performance
under this Agreement shall be limited to direct damages, which shall not exceed the pro rata portion
of the monthly charges for the services or facilities for the time period during which the services or
facilities provided pursuant to this Agreement are inoperative, not to exceed in total Company’s
monthly charge to TCA.

C. The foregoing shall not limit a Party's obligation as set out in this Agreement to indemnify,
defend, and hold the other Party harmless against amounts payable to third parties.

D. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE
OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR
FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM,
WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES
OF TRADE.

11. INDEMNITY

A. Each Party shall be indemnified, defended and held harmless by the other Party against any
claim, loss or damage arising from the other Party's negligent or grossly negligent acts or
omissions under this Agreement, or arising from the other Party's intentional misconduct
under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of
privacy, or infringement of copyright arising from the other Party's own communications;
2) all other claims arising out of an act or omission of the other Party.

B. As to all indemnification obligations throughout this Agreement, the indemnifying Party
agrees to (a) defend, or at its option settle, any claim or suit against the indemnified Party
as agreed to herein; and (b) pay any final judgment entered against the indemnified Party
on such issue or any settlement thereof. The indemnified Party above: (i) must notify the
other Party in writing promptly upon learning of any claim or suit for which indemnification
may be sought, provided that failure to do so shall have no effect except to the extent that
the other Party is prejudiced thereby; (ii) must provide all information and assistance as
reasonably requested by, and at the expense of, the other Party in connection with the
conduct of the defense and settlement thereof; and (iii) may participate in such defense or
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settlement with its own counsel at its sole expense, but without control or authority to defend
or settle. The indemnifying Party shall not take any action, which unreasonably exposes the
indemnified Party to a risk of damages, which would not be covered by such indemnity, and
may not settle any matter without the prior written consent of the indemnified Party, which shall
not be unreasonably withheld.
C.Notwithstanding anything to the contrary in any agreement between the parties, no
indemnification shall arise as to Claims that are paid by the indemnified Party without the
express written consent of the indemnifying Party, which consent will not be unreasonably
withheld, conditioned or delayed.
12.MODIFICATION OF AGREEMENT
No modification, amendment, supplement to, or waiver of the Agreement or any of its provisions shall
be effective and binding upon the Parties unless it is made in writing and duly signed by the Parties.
13.INTELLECTUAL PROPERTY
Any intellectual property which originates from or is developed by a Party shall remain in the
exclusive ownership of that Party. Except for a limited license to use patents or copyrights to the
extent necessary for the Parties to use any facilities or equipment (including software) or to receive
any service solely as provided under this Agreement, no license in patent, copyright, trademark,
service mark or trade secret, or other proprietary or intellectual property right now or hereafter
owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise
by estoppel. It is the responsibility of Company to ensure, at no separate or additional cost to TCA,
that Company has obtained any necessary licenses (in relation to intellectual property of third
parties used in Company's network) to the extent of Company's own use of facilities or equipment
(including software) in the provision of service to Company's end-user customers.
14.CONFIDENTIAL INFORMATION
The Parties to this Agreement recognize that they or their authorized representatives may come
into possession of confidential and/or proprietary data about each other's business as a result of
this Agreement. Each Party agrees to treat all such data as strictly confidential and to use such data
only for the purpose of performance under this Agreement. Each Party agrees not to disclose data
about the other Party's business, unless such disclosure is required by lawful subpoena or order, to
any person without first securing the written consent of the other Party. A Party may request a
nondisclosure agreement of the other Party under this section.
15.RURAL TELEPHONE COMPANY
The Parties acknowledge that Company is entitled to maintain that it is a rural telephone company
(as defined in 47 U.S.C. 153) as provided by 47 U.S.C. 251(f). By entering into this Agreement,
Company is not waiving its right to maintain that it is a rural telephone company and its right to
maintain that it is exempt from§ 251(c) under 47 U.S.C. 251(f) of the Act.
16.MISCELLANEOUS.
A.Compliance with Law; Force Majeure. The Parties shall comply with any applicable orders,
rules or regulations of the FCC, Commission and Federal and State law during the term of this
Agreement. Notwithstanding anything to the contrary contained herein, a Party shall not be
liable nor deemed to be in default for any delay or failure of performance under this Agreement
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resulting directly from acts of God, civil or military authority, acts of public enemy, war,
hurricanes, tornadoes, storms, fires, explosions, earthquakes, floods, electric power outages,
government regulation, strikes, lockouts or other work interruptions by employees or agents not
within the reasonable control of the non-performing Party.
B.Change of Law. In the event that any final and non-appealable legislative, regulatory, judicial,
or other legal action materially affects any material terms of this Agreement, either Party may,
on thirty (30) days written notice require that such Agreement, or such terms thereof be
renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms
as may be required or appropriate to reflect the results of such action.
C.Participation in Regulatory and Other Proceedings. By entering into this Agreement, neither
Party waives its right or ability to participate in any regulatory, judicial, or legislative
proceedings regarding the proper interpretation and /or application of the Act, including
interpretation and /or application that may differ from the terms contained within this
Agreement.
D.Waivers. Any failure by either Party to insist upon the strict performance by the other Party of
any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions
of this Agreement, and each Party, notwithstanding such failure, shall have the right thereafter
to insist upon the specific performance of any and all of the provisions of this Agreement.
E.Assignment. A Party may not assign this Agreement other than to an Affiliate without the prior
written consent of the other Party, which consent shall not be unreasonably withheld or delayed,
provided, however, a Party may assign this Agreement, or any portion thereof, without consent
to any entity which controls, is controlled by or is under common control with the assigning
Party. Any such assignment shall not, in any way, affect or limit the rights and obligations of
the Parties, under the terms of this Agreement. Notice of assignment must be given at least sixty
(60) days in advance of the proposed assignment.
F.Severability. In the event that any provision of this Agreement shall be held invalid, illegal, or
unenforceable, it shall be severed from the Agreement and the remainder of this Agreement shall
remain valid and enforceable and shall continue in full force and effect; provided however, that
if any severed provisions of this Agreement are essential to any Party's ability to continue to
perform its material obligations hereunder, the Parties shall immediately begin negotiations of
new provisions to replace the severed provisions.
G.Authority. The undersigned signatories represent that they have the authority to execute this
Agreement on behalf of their respective companies.
H.Survival. 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 of liability and any other provisions of this
Agreement which, by their terms, are contemplated to survive (or be performed after)
termination of this Agreement, shall survive cancellation or termination thereof.
I.Governing Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state in which state commission approval is obtained, the Act and other
applicable federal law.
J.Filing of Agreement. Upon execution, Company shall file this Agreement with the Commission
pursuant to the requirements of Section 252 of the Act.
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K.Notices. Notices given by one Party to the other Party under this Agreement shall be in writing
and shall be: (i) delivered personally; (ii) delivered by express delivery service; (iii) mailed,
certified mail, return receipt requested; or (iv) delivered by telecopy to the following addresses
of the Parties:
To: COMPANY
For Official Notices:
Custer Telephone Cooperative, Inc.
Attn: JD Bennetts
P.O. Box 324
Challis, ID 83226
[phone]
[e-mail]
To: TCA
For Official Notices:
David Handal, Director Sourcing Operations
AT&T
1 AT&T Way, Room 4A105
Bedminster, NJ 07921
Phone: [phone]
Email: [e-mail]
With a copy to:
AT&T Services, Inc.
Legal Department
208 S. Akard Street
Dallas, TX 75202
Attn: Interconnection Agreement Counsel
Fax: [phone]
or to such other address as either Party shall designate by proper notice. Notices will be
deemed given as of the date of actual receipt.
L.Relationship of Parties. It is the intention of the Parties that each shall be an independent
contractor and 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.
M.No Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties
hereto and not for any other person, and this Agreement shall not provide any person not a Party
hereto with any remedy, claim, liability, reimbursement, right of action, or other right in excess
of those existing without reference hereto. Nothing in this Agreement shall be construed to
prevent ILEC from providing services to or obtaining services from other carriers.
N.Entire Agreement. This constitutes the entire Agreement between the Parties with respect to the
subject matter hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted terms additional
to or different from those in this Agreement that may appear subsequently in the other Party's
form documents, purchase orders, quotations, acknowledgments, invoices or other
communications. This Agreement may only be modified in writing signed by an officer of each
Party.
O.Conflict with Tariffs. In the event of any conflict between the language of this Agreement and
the language of an applicable tariff, this Agreement shall control.

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This Agreement is executed as dated below.

Custer Telephone Cooperative, Inc. Teleport Communications America,
LLC
By: By:

Name: J.D. Bennetts

Name:
Title: CEO/GM Title:
Date: 3/16/23 Date:

Angelo Sopikiotis
Sr. Technical Sourcing Manager
3/23/2023