Exhibit 10.10
INTERCARRIER ROAMER SERVICE AGREEMENT
THIS AGREEMENT dated as of the 14th day of March , 1997 by and between
PRICELLULAR CORPORATION, sometimes referred to as "PriCellular", and HOUSTON
CELLULAR, sometimes referred to as HOUSTON CELLULAR, on behalf of those general
and limited partnerships set forth in Appendix I, attached hereto and hereby
incorporated herein. The partnerships listed in Appendix I as the " PriCellular
Corporation Licensees and Permittees" are herein referred to as the "PriCellular
Parties," the partnerships listed in Appendix I as the "Houston Cellular
Licensees and Permittees" are herein referred to as the "Houston Cellular
Parties," or individually as a "PriCellular Party" or a "Houston Cellular
Party," respectively; PriCellular Corporation, Houston Cellular, the PriCellular
Parties and the Houston Cellular Parties are collectively referred to as the
"Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties desire to make arrangements to facilitate the
provision of cellular service to Roamers in accordance with the "General Terms
and Conditions for Roaming," attached hereto as Appendix II, and "Operating
Procedures," attached hereto as Appendix III (Appendix II and Appendix III are
hereby incorporated herein and such Appendices and all attachments hereto are
referred to herein as the "General Terms"), for as long as is practicable.
MUTUAL AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises herein set
forth and intending to be legally bound hereby, the Parties do hereby agree as
follows:
1. Under the conditions set forth herein, to be bound by the General
Terms attached hereto, as they may be properly amended from time to time.
2. The Home Carrier shall be liable to the Serving Carrier in
accordance with Paragraph 2.1 of Appendix II for all of the service and
pass-through charges for all calls chargeable to the Home Carrier's customers
(including the customers of its resellers) and invoiced by the Serving Carrier
to the Home Carrier as specified in Appendix III. "Home Carrier" and "Serving
Carrier" are defined in Appendix II.
1
3. In the event that roaming becomes technically or administratively
impracticable on any Party's system(s) or if an unacceptable level of
unauthorized use occurs, either PriCellular or Houston Cellular may suspend this
Agreement, pursuant to Paragraph 4.2 and Section VI of Appendix II by written
notice to the other and, in such event, the Home Carrier will notify its
customers no later than the next xxxx of the suspension of service. In the event
that such notice is required, the Home Carrier shall consult with the Serving
Carrier regarding the content of such notice and incorporate all reasonable
suggestions made by the Serving Carrier with respect to such notice. In
addition, the Serving Carrier, when communicating with the customers of the Home
Carrier, will use an explanation for the suspension of service mutually agreed
upon by the Parties. In the specific event that the impracticability of service
is caused by the testing or commercial service of a carrier other than the
Serving Carrier operating in the area served by the Serving Carrier and where
the Serving Carrier is not, in any respect, responsible for the
impracticability, the Home Carrier may include with its notice to its customers
the following statement:
"NOTICE
Previously you have been able to obtain service as a roamer in [Serving
Carrier's Service Area Affected] on [Serving Carrier's] system. Presently, you
may experience difficulty in using your service in [Serving Carrier's Service
Area Affected]. This is because [interfering carrier] is Bow [testing/operating]
its cellular system in [Serving Carrier's Service Area Affected], and the
difficulty is not the fault of [Serving Carrier]."
4. The notices referred to in Paragraph 10.1 of Appendix II should be
sent to:
A. PriCellular Corporation
0000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
and
X. XXXXXXX CELLULAR
XXX XXXX XXXX XXXXX
XXXXX 000
XXXXXXX, XX 00000
ATTN: XXXX XXXX
2
Notices given pursuant to Articles VI and VII of Appendix II should be sent to:
A. PriCellular Corporation
0000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
and
PriCellular Corporation
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxx
and
X. XXXXXXX CELLULAR
XXX XXXX XXXX XXXXX
XXXXX 000
XXXXXXX, XX 00000
ATTN: XXXX XXXX
and ---------------
---------------
---------------
---------------
3
5. PriCellular and Houston Cellular each hereby represents and warrants
that (a) they have been authorized by the PriCellular Parties and the Houston
Cellular Parties, respectively, to enter into this Agreement on such Party's
behalf and (b) each of the PriCellular Parties and each of the Houston Cellular
Parties, respectively, is a Licensee or Permittee of the Domestic Public
Cellular Radio Telecommunications System(s) and Station(s) shown on the attached
Appendix I serving the area(s) referred to therein. PriCellular or Houston
Cellular may from time to time hereafter seek to amend Appendix I of this
Agreement to add and/or delete a Licensee or Permittee of a Domestic Public
Cellular Radio Telecommunication System(s) and Station(s) as a PriCellular Party
or a Houston Cellular Party, respectively, to this Agreement, upon written
notice to the other and with the consent of the other (which consent shall not
be unreasonably withheld), in which event this Agreement shall become effective
between such additional Party or Parties and all the existing Parties hereto,
less any such deleted Party or Parties, as of the date set forth in an agreed
upon amended Appendix I.
6. In the event that at least one of the Parties is a non-United States
Cellular Carrier, then Appendix IV (Foreign Cellular Carrier) shall be attached
hereto and made a part of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.
[A] PriCellular Corporation [B] Houston Cellular
By: /s/ Xxxx Xxxxxx By: /s/ [ILLEGIBLE]
----------------------- --------------------------
Title: Vice President Title: V.P. Finance
-----------------------
4
APPENDIX I TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
PRICELLULAR CORPORATION
and
HOUSTON CELLULAR
Please Refer to Attached Technical Data Sheet for applicable information.
5
APPENDIX II TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
PRICELLULAR CORPORATION
and
HOUSTON CELLULAR
GENERAL TERMS AND CONDITIONS FOR ROAMING
DEFINITIONS
A. The "Agreement" means the Intercarrier Roamer Service Agreement,
including all appendices attached thereto, to which these General Terms and
Conditions for Roaming are attached.
B. The phrase "cellular service" means domestic public cellular radio
telecommunications service.
C. "Home Carrier" means a Party who is providing cellular service to
its registered customers in a geographic area where it holds a license or permit
for a domestic public cellular radio telecommunication system and station.
D. "Serving Carrier" means a Party who provides cellular service for
registered customers of another Party while such customers are out of theft Home
Carrier's geographic area and in the geographic area where the Serving Carrier
holds a license o? permit for a domestic public cellular radio telecommunication
system and station.
E. "Roamer" means a customer who seeks cellular service in a geographic
area outside of the area served by the Party with whom it is registered.
F. "Authorized Roamer" means a Roamer using equipment with the NPA/NXX
combinations listed in accordance with Paragraph 3.2 of this Appendix II (except
as specified in Paragraph 3.2 hereof) for whom the Serving Carrier has not
received a negative notification in accordance with the provisions of Article
Ill hereof.
G. "CIBER" means Cellular Intercarrier Billing Exchange Record.
H. "CIBER Record" means the publication prepared by CIBERNET
Corporation, a wholly-owned subsidiary of the Cellular Telecommunications
Industry Association, as a service to the cellular service industry.
6
I. "ESN" means the Electronic Serial Number that is "burned" in the
customer's cellular telephone set by the manufacturer.
J. "MIN" means the "Mobile Identification Number" which is assigned by
a Home Carrier to each of its registered customers.
K. "NPA/NXX combinations" means the six-digit numerical combinations
assigned by regulatory authorities to identify the area code and prefix for
cellular service.
L. "Authorized Receipt Point" or "ARP" means the location or address of
the Party designated by the "Home Carrier" as the delivery point for its CIBER
records and authorized agent for performing CIBER Edits.
M. "Clearinghouse" means that entity which provides for the exchange of
CIBER records and performs industry accepted CIBER edits, including edits to
verify Industry Negative File information.
N. The phrase "approved CIBERNET Negative File Guidelines" means the
negative file guidelines appearing in the CIBER Record in effect from time to
time.
O. Unless specifically provided otherwise in the Agreement, all words
and phrases defined in the CIBER Record shall have the meaning herein that
they have therein.
P. "Industry Negative File" means the negative file maintained by the
authorized Clearinghouses in accordance with approved CIBERNET Negative File
Guidelines.
PROVISIONS
I. PROVISION OF SERVICE
1.1 Each Party shall provide, to any Authorized Roamer who so requests,
cellular service in accordance with its own tariffs and with the terms and
conditions of this Agreement.
1.2 Notwithstanding anything in this Agreement to the contrary, a
Serving Carrier may suspend or terminate service to an Authorized Roamer in
accordance with the terms of its own tariffs, but such suspension or termination
shall not affect the rights and obligations of the Parties for service furnished
hereunder prior to such termination or suspension.
1.3 In connection with its service to Roamers, no Serving Carrier shall
use recorded announcements or other inducements for an Authorized Roamer to
discontinue the cellular service of its Home Carrier or, unless otherwise
authorized herein, Roamer's use of a Serving Carrier's system.
7
II. DIVISION OF REVENUE
2.1 Each Home Carrier, whose customers (including the customers of its
resellers) receive cellular service from a Serving Carrier as Authorized Roamers
under this Agreement, shall pay to the Serving Carrier who provided such
cellular service 100% of the Serving Carrier's charges for cellular service and
one hundred percent (100%) of pass-through charges (i.e., any toll or other
charges owed by the Serving Carrier hereunder to any toll provider or other
carrier in connection with providing such cellular services).
III. EXCHANGE OF INFORMATION
3.1 Attachment A to this Appendix II is a list furnished by the
respective Parties of the valid NPA/NXX combinations used by theft respective
customers. These combinations shall be accepted by the other Parties. Each
NPA/NXX combination is and shall be within the entire line range (0000-9999), or
a specified portion thereof, in accordance with Appendix III. Each Party shall
be responsible for all xxxxxxxx otherwise properly made under this Agreement to
any number listed by such Party within the range or ranges specified by it in
Attachment A. Additions, deletions, or changes to NPA/NXX combinations and line
number range(s) for their respective customers shall be sent by each Party to
the other Parties in the form of an amendment to Attachment A, with an effective
date as defined in Appendix III.
3.2 Each Party shall provide to each other Party, a list of MINs (from
among those within the NPA/NXX combination(s) identified pursuant to Paragraph
3.1 hereof and ESNs (of the cellular telephones to which the other Parties are
not authorized to provide cellular service pursuant to this Agreement), which
shall be entered into the Industry Negative File. The approved CIBERNET Negative
File Guidelines shall be the governing criteria for all Parties. Thereafter,
from time to time, as agreed by the Parties, each Party shall notify each other
Party of all additions to, and deletions from, these lists for the customers of
that particular Party. Such notifications shall be made during the normal
business hours of PriCellular Corporation and Houston Cellular via the
Clearinghouse, by the means set forth in Appendix III and shall be in the form
mutually agreed upon by the Parties and effective as defined in Appendix III.
3.2.1 Each Party hereby agrees to indemnify each and all of the other
Parties, together with their partners and any and all of their officers,
directors, employees, agents and/or affiliates, against, and hold them harmless
from, any and all claims, suits, demands, losses and expenses, including
attorneys' fees and disbursements, which may result in any way whatsoever from
the indemnified Party's denial of Roamer or local cellular service to any
cellular telephone which has been listed (pursuant to the preceding Paragraph
3.2 hereof) by the indemnifying Party as not being authorized to receive
service.
8
3.2.2 Each Party, due to system limitations, may purge or delete
numbers of its customers from the lists as referred to in Paragraph 3.2 hereoF,
but in all such cases, such purging or deletion must be done in accordance with
the approved CIBERNET Negative File Guidelines. If purging or deletion of
numbers is done prior to the time frames established, or through procedures not
otherwise set forth, in the approved CIBERNET Negative File Guidelines, the
Party implementing the purge or deletion will assume financial liability for any
charges incurred by those numbers. All purges or deletions made pursuant to this
Paragraph 3.2.2 shall be given through the Parties and shall be in the form
mutually agreed upon by the Parties and effective as of the time established by
the approved CIBERNET Negative File Guidelines (unless otherwise modified by
mutual agreement of the Parties).
3.3 To control fraudulent Roamer usage, each Party is required to use a
positive validation/verification ("PV") system provided by a mutually agreed
upon validation/verification service in all markets set forth in Appendix I.
Each Party shall provide to the other Parties, a list of all markets and theft
PV status in the space provided in Appendix I. Appendix I shall be promptly
updated as changes occur in the PV status of any market. The Parties shall
cooperate in good faith on each of their respective behalf to control fraudulent
Roamer usage. All Parties agree to notify each other should such fraudulent
usage become apparent on any Party's system. If a Party to this Agreement has
not implemented PV in each operational market to be included in this Agreement,
then Attachment B, entitled "Fraud Liability", in a form satisfactory to the
Parties must be executed and delivered by such Party prior to execution of this
Agreement. Such Party is referred to as in Attachment B. In addition, any new
operational market that becomes operational after execution of this Agreement
shall automatically become subject to the provisions of this Agreement, except
where no PV has been implemented in such market, an agreement in the form of
Attachment B which is satisfactory to the Parties shall be required to have been
executed and delivered prior to the inclusion of such market under the
provisions of this Agreement. The Parties agree that calls completed by a
Serving Carrier, either (a) after a PV request has determined that a Roamer is
not a valid customer of the Home Carrier or (b) for any unauthorized ESN after
entry to the~Industry Negative File has become effective, shall be the sole
responsibility of the Serving Carrier. PV requests will be made on all Roamer
MIN/ESN combinations in accordance with Clearinghouse standard operating
procedures as noted in Appendix III.
3.4 Not later than the date of execution of this Agreement, the Parties
shall furnish each other a copy of their current or proposed tariffs. If any
Party has filed for any changes in an existing tariff, copies of the proposed
revised pages also shall be provided. Each Party shall also notify each other
Party of any applicable change in its tariffs, with an effective date as
specified in Appendix III, and shall include with such notice copies of the
revised pages of such tariffs. If tariffs are not required to be filled by a
certain jurisdiction, the Parties shall exchange the written terms and
conditions of service to be used in lieu thereof and any amendments thereto. The
roamer
9
charges shall be the same as those applicable to other cellular carriers whose
customers are permitted to roam on each Party's system. Where the foreign
carrier offers roamer service at home rates to customers in adjacent MSA's or
RSA's, it must offer the same rates to all carriers serving those MSA's or
RSA's.
3.5 All information not of public record that is exchanged pursuant to
this Agreement shall be treated as confidential. Parties obtaining such
confidential information through this Agreement shall use it only as necessary
to carry out the purposes of this Agreement or as necessary to comply with
federal, state or local law. Parties obtaining confidential information through
this Agreement shall not disclose its contents except as necessary to its duly
authorized agents to carry out the purposes of this Agreement or as necessary to
comply with federal, state or local law. The obligation to protect the
confidentiality of information shall survive the termination of the agreement
for a period of five years.
IV. BILLING
4.1 Each Home Carrier shall be responsible for billing to, and
collecting from, its own customers all charges that are incurred by such
customers as a result of service provided to them as Authorized Roamers by the
Serving Carrier. The Home Carrier shall also be responsible for billing its
customers for, and remitting to, the Federal Government all federal excise tax
that may be due in connection with the service being billed by it to its
customers. While the Serving Carrier will be responsible for the computation and
remittance of all state and local taxes, each Home Carrier shall be liable to
the Serving Carrier for all such state and local taxes remitted by the Serving
Carrier, for authorized roamers regardless of whether these amounts are paid to
the Home Carrier by its customers.
4.2 The Parties will cooperate and, as necessary, supplement this
Agreement in order to minimize fraudulent or other unwarranted use of theft
systems. If any Party reasonably decides that, in its sole judgement, despite
due diligence and cooperation pursuant to the preceding sentence, fraudulent or
other unwarranted use has reached an unacceptable level of financial loss and is
not readily remediable, such Party may suspend this Agreement pursuant to
Section VI hereof.
10
4.3 Each Serving Carrier who provides cellular service to an Authorized
Roamer pursuant to this Agreement shall forward Roamer billing information, on
at least a weekly basis, in accordance with the procedures and standards set
forth in the CIBER Record to the Home Carrier's Authorized Receipt Point. Except
for Serving Carriers utilizing the CIBERNET Corporation Net Settlement Program,
each Serving Carrier who provides cellular service to an Authorized Roamer
pursuant to this Agreement shall send the Home Carrier a paper invoice within
the time period specified in Appendix III. This invoice shall reflect all
charges relating to service for which Authorized Roamer billing information was
forwarded to the Home Carrier during the previous "Billing Period", as defined
in Appendix III. The Serving Carrier will use the information provided by its
Clearinghouse for invoice preparation and support. The Home Carrier shall be
furnished with an invoice setting forth the same information required in
Appendix III from non-Clearinghouse Serving Carriers. In either case, the Home
Carrier will only pay for Authorized Roamer charges based on the settlement
report provided by its Clearinghouse.
4.4 Where the Authorized Roamer billing information required to be
provided by the Serving Carrier in accordance with Paragraph 4.3 above is not in
accordance with the CIBER Record, the Home Carrier may return the defective
record to the Serving Carrier as provided in the CIBER Record. Returning the
defective record will be in accordance with CIBER Record established procedures.
The Serving Carrier may correct the defective record and return it to the Home
Carrier for billing, provided that the time period from the date of the call to
the receipt of the corrected record does not exceed the time period specified
under "Message Date Edit" in Appendix III.
4.5 No credit for insufficient data or defective records shall be
permitted except as provided in Paragraph 4.4 above, unless mutually agreed upon
by both Parties. Any credit that is requested by the Home Carrier must be fully
documented and submitted utilizing the format set forth in Attachment C.
V. SETTLEMENT
5.1 Each Party will settle its accounts with the other Parties on the
basis of billing information received pursuant to Section IV hereof as of the
"Close of Billing", as that phrase is defined in Appendix III. The Home Carrier
shall remit to the Serving Carrier's designated account by wire transfer or
check such amounts as are due to the Serving Carrier as of the Close of Billing.
Carriers utilizing net settlement procedures set forth in the CIBER Record are
not required to submit a paper invoice and will make payments in accordance with
such net settlement procedures.
11
5.2 Any payment which is received later than the date permitted in
Appendix III shall be subject to a late charge equal to that set forth in
Appendix III. The only exception to this requirement shall be late payments
which are delayed in forwarding through circumstances which are beyond the
control of the Home Carrier and are agreed to by the Serving Carrier, which
agreement shall not be unreasonably withheld.
VI. TERMINATION AND SUSPENSION OF AGREEMENT
6.1 This Agreement may be suspended or terminated in accordance with
the provisions hereof either (1) in part, but only as to a particular Domestic
Public Cellular Radio Telecommunications System/Station or Systems/Stations of a
Party or Parties, or (2) in whole.
6.2 This Agreement may be terminated without cause by either of the
Parties, unless contravened by Federal Communications Commission ("FCC") or
other regulatory rule, order or regulation effective with a thirty (30) days'
written notice to the other Party. In the event of a default under this
Agreement or a change by state or federal licensing authorities banning or
severely impairing the use of Roamer service by the Parties, this Agreement may
be terminated immediately upon written notice by the Parties, respectively.
6.3 This Agreement may be suspended by either Party immediately upon
written notice to the other under the terms specified in this Agreement. The
Parties shall work together to resolve as expeditiously as possible any
difficulty that causes such suspension. At such time as the Party originally
giving notice of suspension concludes that the problem causing the suspension
has been resolved, that Party shall give to the other written notice to this
effect. This Agreement shall resume in full effect five (5) business days after
the Parties have mutually agreed that the problem has been resolved, unless
either Party thereafter gives written notice that in its reasonable view the
problem necessitating the suspension has not been resolved. If the problem
causing the suspension of this Agreement remains unresolved for thirty (30)
days, this Agreement may be terminated by written notification by either Party.
6.4 The termination or suspension of this Agreement shall not affect
the rights and liabilities of the Parties under this Agreement with respect to
all Authorized Roamer charges incurred prior to the effective date of such
termination or suspension.
6.5 Any disputes between the Parties under the terms of this Agreement
which cannot be resolved by the Parties within twenty (20) business days will be
submitted to informal review and mediation by the Federal Communications
Commission (FCC), provided that if no resolution is reached by the Parties
within thirty (30) business days of submittal to the FCC, either party may
pursue other remedies at law or equity.
12
VII. DEFAULT
7.1 A Party will be in default under this Agreement upon the occurrence
of any of the following events:
(a) Breach of any term of this Agreement, if such breach shall continue
for thirty (30) days after receipt of written notice thereof.
(b) Voluntary liquidation or dissolution;
(c) A final order by the Federal Communications Commission ("FCC")
revoking or denying renewal of the cellular service license or permit granted to
such Party; or
(d) Such Party (i) filing pursuant to a statute of the United States or
of any state, a petition for bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee for all or a portion of such
Party's property, (ii) has filed against it, pursuant to a statute of the United
States or of any state, a petition for bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee for all or a
portion of such Party's property, provided that within sixty' (60) days after
the filing of any such petition such Party fails to obtain a discharge thereof,
or (iii) making an assignment for the benefit of creditors or petitioning for,
or voluntarily entering into, an arrangement of similar nature, and provided
that such filing, petition, or appointment is still continuing.
8.1 Neither Party may sell, assign, transfer, or convey its interest in
this Agreement or any of its rights or obligations hereunder without the written
consent of both Parties, except that a Party may assign its rights and
obligations hereunder to an assignee of its cellular service license or permit
issued by the FCC, provided that such assignee expressly assumes, by written
instrument approved by PriCellular Corporation in the case of a Houston Cellular
Party, and Houston Cellular in the case of a PriCellular Corporation Party, all
of the obligations of such Party hereunder and thereby becomes a Party
hereunder. No person other than a Party to this Agreement shall acquire any
rights hereunder as a third-Party beneficiary or otherwise by virtue of this
Agreement.
IX. NO PARTNERSHIP OR AGENCY RELATIONSHIP IS CREATED
9.1 Nothing contained in this Agreement shall constitute the Parties as
partners with one another or render any Party liable for any debts or
obligations of any other Party, nor shall any Party' hereby be constituted the
agent of any other Party.
13
X. NOTICES AND AUTHORIZED REPRESENTATIVES
10.1 Unless otherwise specified in this Agreement:
(a) All notices required under this Agreement shall be given in
writing; and,
(b) All notices shall be either personally delivered, dispatched by
telegram, or dispatched by certified mail return receipt requested to the
persons specified in this Agreement or to such other persons at such other
addresses as either Party may designate by written notice to the other.
10.2 For the purposes of this Agreement, PriCellular Corporation shall
be the authorized representative of the PriCellular Parties and Houston Cellular
shall be the authorized representative of the Houston Cellular Parties.
XI. MISCELLANEOUS
11.1 The Parties agree to comply with, conform to, and abide by all
applicable and valid laws, regulations, rules and orders of all governmental
agencies and authorities, and agree that this Agreement is subject to such laws,
regulations, rules and orders.
11.2 The Parties agree to use their respective best, diligent, and good
faith efforts to fulfill all of their obligations under this Agreement. The
Parties recognize, however, that to effectuate all the purposes of this
Agreement, it may be necessary either to enter into future agreements or to
amend this Agreement, or both. In that event, the Parties agree to negotiate
with each other in good faith.
11.3 This Agreement constitutes the full and complete agreement of the
Parties. Any prior agreements among the Parties with respect to this subject
matter are hereby superseded. This Agreement may not be amended, except by the
written consent of the Parties. Waiver of any breach of any provision of the
Agreement must be in writing signed by PriCellular Corporation in the case of a
breach by Houston Cellular or by Houston Cellular in the case of breach by
PriCellular Corporation and such waiver shall not be deemed to be a waiver of
any preceding or succeeding breach of the same or any other provision. The
failure of a Party to insist upon strict performance of any provision of this
Agreement or any obligation under this Agreement shall not be a waiver of such
Party's right to demand strict compliance therewith in the future.
11.4 The headings in this Agreement are inserted for convenience and
identification only and are not intended to describe, interpret, define or limit
the scope, extent or intent of this Agreement or any provision thereof.
14
11.5 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
11.6 The Agreement will govern the provision of roamer service in each
Party's respective service areas, as identified in this Agreement and by written
instrument passed between the Parties. A Home Carrier shall have the right to
refuse to receive roamer service in an area (RSA or MSA) served by the Foreign
Carrier, notwithstanding the Home Carrier's request for roamer service in
another area (RSA or MSA) served by the Foreign Carrier. If necessary to prevent
service from being provided, the Foreign Carrier must procure the software
required to provide roamer service in the requested areas only, or assume any
charges that otherwise occur in providing service in the non-requested areas.
11.7 As license holders of record within their respective service
areas, it is the sole responsibility of each Foreign Carrier to ensure that the
terms of this Agreement governing the provision of Roamer Services within their
service areas are met, regardless of whether the Foreign Carrier provides
service through facilities owned and/or operated by another company.
XII. CHOICE OF LAW
12.1 This Agreement shall be construed in accordance with the laws of
the state of the Serving Carrier.
15
[ATTACHMENT A]
CIBER RECORD
METHODS AND PROCEDURES
The following information is furnished to [A] and [B] pursuant to
Paragraph 3.1 of Appendix II to the Intercarrier Roamer Service
Agreement between [A] and [B] by [X], one of the Parties to the
Agreement:
--------------------------------------------------------------------------------
NPA/NXX LINE RANGE SID CODE CITY START DATE END DATE
--------------------------------------------------------------------------------
*SEE TECHNICAL DATA SHEET FOR DETAIL
[X]
By:
----------------------------
Title:
------------------------
Issue Date:
--------------------
(The effective date shall be
that defined in Appendix III
of the above-referenced Intercarrier
Roamer Service Agreement)
16
[ATTACHMENT B]
FRAUD LIABILITY
RECITAL
WHEREAS, [X] is a Party to the Intercarrier Roamer Service Agreement
between [A] and on behalf of certain Parties, including [X], and Paragraph 3.3
of Appendix II thereof requires the execution and delivery of an agreement
covering fraud liability where a Party has not implemented a positive
validation/verification system in an operational market it serves.
AGREEMENT
NOW, THEREFORE, in consideration of___________________________________
_______________________________________________________________________________
[X] hereby agrees as follows:
[X]
--------------------------------
By:
-----------------------------
Tide:
---------------------------
Dated as of:
--------------------
Form Approved on Behalf of [A] Parties and [B]
Parties, respectively.
By: By:
--------------------------- --------------------------
Title: Title:
------------------------ -----------------------
17
Effective Date of
Appendix III
is________, 19___
APPENDIX III TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
PRICELLULAR CORPORATION
and
HOUSTON CELLULAR
OPERATING PROCEDURES
1. AMENDMENT OF OPERATING PROCEDURES. This Appendix III will be in
effect until new Operating Procedures are published by the CIBERNET Corporation
("CIBERNET'), 0000 00xx Xxxxxx, X.X. Xxxxx Xxxxx Xxxxxxxxxx, X.X. 00000, for
Roamer agreements used domestically by the Cellular Telecommunications Industry
Association. At such time as new Operating Procedures ("New Operating
Procedures") are published by CIBERNET, they will become effective as to the
Parties on the date proposed by CIBERNET ("Effective Date") provided (a) such
date is at least thirty (30) days following receipt by the Parties of the New
Operating Procedures and (b) neither Party has given to the other written notice
of termination or suspension of this Agreement based upon its objections to the
New Operating Procedures at least five (3) business days before the Effective
Date. The Parties agree to be individually responsible for obtaining all
officially published revisions to the Operating Procedures and agree that
CIBERNET is not liable for information or actions that occur as a result of
following such New Operating Procedures.
18
2. CLOSE OF BILLING. "Close of Billing" shall be either the fifteenth
(15th) or the last day of each calendar month (or the next preceding business
day if the fifteenth (15th) is not a business day).
3. INVOICING. Invoicing must occur within fifteen (15) days after the
Close of Billing.
4. BILLING PERIOD. The "Billing Period" is the period running from the
day after the Close of Billing through the Close of Billing day in the
subsequent month.
5. PAYMENT. Payment in the form of a check or wire transfer must be
received by the payee within thirty (30) days ("Payment Due Date") following the
date of the invoice. Payments received later than the Payment Due Date shall be
subject to a late charge of one percent (1.5%) of the outstanding balance for
each thirty (30) day period (or portion thereof) that such payments are late or
the highest percentage of the outstanding balance permitted by law, whichever is
lower.
6. MINIMUM LINE RANGE. The "Minimum Line Range" Within an NPA/NXX is
1,000 line numbers.
7. NPA/NXX NOTIFICATION. The minimum time required before changes,
additions or deletions of NPA/NXX's are effective shall be fifteen (15) days
from the date of receipt of notification of such changes, additions or deletions
by the Parties.
8. TARIFF CHANGES. Notice of any applicable changes to tariffs must be
received by PriCellular for tariff changes for any Houston Cellular Party, or by
Houston Cellular for tariff changes for any PriCellular Party, at least fifteen
(15) days prior to the proposed effective date or as specified in any
Intercarrier Roaming Rate Addendums between the Parties or at least the number
of days specified by state or local governmental regulations prior to the
proposed effective date, whichever period is longer.
9. BILLING INVOICE SUMMARY. The minimum information needed for an
invoice issued with non-clearinghouse documentation must include the following:
-Billing Period (To/From Dates)
-Batch Sequence Number
-Batch Date
19
-Serving and Home SID's (the five-digit numeric corresponding to the
FCC designation of the Carrier)
-Total Airtime Charges
-Total Intra-State Toll
-Total Inter-State Toll
-Other Charges and Credits
-Total Taxes
-Total Charges
10. MESSAGE DATE EDIT. Message records shall be considered to have
failed the CIBER Record Edit if the message is more than thirty (30) days old
when it is received at the Home Carrier's Authorized Receipt Point ("ARP").
Message records which are rejected from the Home Carrier's ARP and returned to
the Serving Carrier shall be considered to have failed the CIBER Record Edit if
the message is more than sixty (60) days old. Determination of the age of a
message record is from the date of the call.
11. EFFECTIVE DATE FOR UNAUTHORIZED ROAMER LIABILITY. Liability for
unauthorized roamers shall be established at 12:01 A.M. Eastern Time of the
business day immediately following receipt by the Parties or their respective
authorized representatives, of notification or update of the attachments and
lists referred to in Paragraphs 3.1 and 3.2 of Appendix II. notification or
updating of the attachments and lists shall be made by (a) courier delivery of a
written notice, or (b) facsimile transmission of a written notice during normal
business hours of the Party being notified, or (c) by entry (through manual or
automated means) into the Industry Negative File of a valid provider of clearing
and/or positive roamer validation/verification services.
20
