Exhibit 10.11
INTERCARRIER ROAMER SERVICE AGREEMENT
THIS AGREEMENT dated as of the 16th day of September, 2000, is by and
between BellSouth Cellular National Marketing Inc., sometimes referred to as
"BSCNM", and Dobson Cellular Systems, Inc. as owner and/or manager of the
markets listed on Exhibit A, sometimes referred to as "Dobson", 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 "BSCNM Licensees and Permittees"
are herein referred to as the "BSCNM Parties," or "BSCNM". The partnerships
listed in Appendix I as the "Dobson Licensees and Permittees" are herein
referred to as the "Dobson Parties" or "Dobson".
RECITAL
WHEREAS, the Parties desire to make arrangements to facilitate the
provisions of commercial mobile radio service to Roamers in accordance with the
"General Terms and Conditions of 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 here to are referred to as the "General Terms").
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:
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MUTUAL AGREEMENT
1. Under the conditions set forth herein, the Parties agree 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 II.
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 Party may suspend this Agreement, pursuant to
Paragraph 4.2 and Section VI of Appendix II by written notice to the other. In
such event, the Home Carrier will notify its customers no later than the next
bill 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. 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 customer the-following statement:
2
"NOTICE"
Previously you have been able to obtain service as a roamer on BSCNM's
system. Presently, you may experience difficulty in using your service. This is
because (INTERFERING CARRIER) is now [testing/operating] its commercial mobile
radio system, and the difficulty is not the fault of BellSouth Cellular National
Marketing Inc.
4. The notices referred to in Paragraph 10.1 of Appendix II should be
sent to:
BellSouth Cellular National Marketing Inc.
Manager of Intercarrier Services
5600 Glenridge Drive, Suite G425
Atlanta, Georgia 30342
And Dobson Cellular Systems, Inc.
Attn: Intercarrier Service Dept.
13439 N Broadway Ext., Suite 100
Oklahoma City, OK 73114
Notices given pursuant to Article VI and VII of Appendix II should be sent to:
BellSouth Cellular National Marketing Inc.
Manager of Intercarrier Services
5600 Glenridge Drive, Suite G425
Atlanta, Georgia 30342
And Dobson Cellular Systems, Inc.
Attn: Intercarrier Service Dept.
13439 N Broadway Ext., Suite 100
Oklahoma City, OK 73114
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5. The Parties each hereby represent and warrant that (a) they have been
authorized to enter into this Agreement. Each of the Parties, respectively, is a
Licensee or Permittee of the Domestic Public Commercial Mobile Radio
Telecommunications System(s) and Station(s)shown on the attached Appendix I
serving the area(s) referred to therein or is authorized to enter into this
Agreement on behalf of each such Licensee or Permittee. The Parties 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 Commercial Mobile Radio
Telecommunication System(s) and Station(s). The parties 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
Commercial Mobile Radio Carrier, then Appendix IV (Foreign Commercial Mobile
Radio Carrier) shall be attached hereto and made a part of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement. The
effective date is entered on Page 1, first Paragraph.
BELLSOUTH CELLULAR NATIONAL MARKETING INC. Dobson Cellular Systems, Inc.
By: Pat T. Bows By: Ronald L. Ripley
---------------------------------- -------------------------------
Title: Director of Wholesale [ILLEGIBLE] Title: Vice President
------------------------------- ----------------------------
Date: 9/6/00 Date: August 28, 2000
--------------------------- -----------------------------
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Effective Date of Appendix I: , 2000
---------------------
Page 1
APPENDIX I
TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
BELLSOUTH CELLULAR NATIONAL MARKETING INC. (BSCNM)
AND
DOBSON CELLULAR SYSTEMS, INC. (DOBSON)
SYSTEM STATION SERVICE VERIF. TALK/ BATCH/
COVERED SID/BID AREA TYPE LISTEN REAL-TIME
- ------- ------- ---- ---- ------ ---------
SEE ATTACHMENT B FOR A LISTING OF ALL BELLSOUTH SIDS COVERED BY THIS AGREEMENT
AT EXECUTION.
PLEASE COMPLETE THIS SECTION FOR YOUR COMPANY LISTING ALL SIDS/BIDS COVERED BY
THIS AGREEMENT OR ATTACH A LISTING IN A FORMAT OF YOUR CHOICE.
5
EXHIBIT A: DOBSON CELLULAR SYSTEMS, INC.
MARKETS INCLUDED
SID CITY STATE MSA/RSA MARKET OWNER
- --- ---- ----- ------- ------------
1592 Cheyenne OK RSA 5 & 7 Dobson Cellular Systems, Inc.
30382 Borger TX TX 2 Dobson Cellular Systems, Inc.
1072 Imperial Valley CA RSA 7 Dobson Cellular Systems, Inc. d/b/a AirTouch
1559 Sandusky OH RSA 2 Dobson Cellular Systems, Inc. d/b/a AirTouch
341 Enid OK MSA Dobson Cellular Systems, Inc. d/b/a CellularOne
1017 Fairbanks AK RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne
1023 Kingman Az RsA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne
1065 Merced CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne
1251 Leavenworth KS RSA 5 Dobson Cellular Systems, Inc. d/b/a CellularOne
1321 Deep Creek MD RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne
1325 Frederick MD RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne
1335 Traverse City MI RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne
1349 Caro MI RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne
1395 Maryville MO RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne
1401 Cameron MO RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne
1401 Linn County MO RSA 5 Dobson Cellular Systems, Inc. d/b/a CellularOne
1707 Brownwood TX RSA 9 Dobson Cellular Systems, Inc. d/b/a CellularOne
1709 Corsicana TX RsA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne
1721 El Campo TX RSA 16 Dobson Cellular Systems, Inc. d/b/a CellularOne
1971 Juneau AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne
26319 Eastern Shore MD RSA 2 Dobson Cellular Systems, Inc. d/b/a CellularOne
30247 Madera CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne
30337 Woodward OK RSA 2 Dobson Cellular Systems, Inc. d/b/a CellularOne
30879 San Benito CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne
30891 Hagerstown MD MSA Dobson Cellular Systems, Inc. d/b/a CellularOne
30893 Cumberland MD MSA Dobson Cellular Systems, Inc. d/b/a CellularOne
30895 Bedford PA RSA 10W Dobson Cellular Systems, Inc. d/b/a CellularOne
30953 Cameron TX RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne
30969 Marble Falls TX RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne
31045 Sitka AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne
31047 Ketchikan AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne
1032 Casa Grande Az RSA 5 Gila River Cellular General Partnership d/b/a AirTouch
30017 Santa Cruz CA MSA Santa Cruz Cellular Telephone, Inc. d/b/a CellularOne
89 Youngstown OH MSA Sygnet Communications, Inc. d/b/a CellularOne
1509 Jamestown NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne
1611 Meadville PA RSA 1 Sygnet Communications, Inc. d/b/a CellularOne
1621 Lawrence PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne
1623 Indiana PA RSA 7 Sygnet Communications, Inc. d/b/a CellularOne
30067 Erie PA MSA Sygnet Communications, Inc. d/b/a CellularOne
30303 Butler PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne
30395 Sharon PA MSA Sygnet Communications, Inc. d/b/a CellularOne
30397 Poland OH MSA Sygnet Communications, Inc. d/b/a CellularOne
30421 East Liverpool OH RSA 11 Sygnet Communications, Inc. d/b/a/ CellularOne
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EXHIBIT A: DOBSON CELLULAR SYSTEMS, INC.
MARKETS INCLUDED
30471 Clarion PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne
30495 Batavia NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne
30497 Bath/Corning NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne
30503 Warren PA RSA 1 Sygnet Communications, Inc. d/b/a CellularOne
30627 Olean NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne
MANAGED MARKETS
1339 Manistee MI RSA 5 Managed for Radiofone
ACC MARKETS
245 Alton IL MSA American Cellular Corporation
1283 Richmond KY RSA 6 American Cellular Corporation
1793 Morgantown WV RSA 3 American Cellular Corporation
26129 Zanesville OH RSA 7 American Cellular Corporation
26135 Uniontown PA RSA 9 American Cellular Corporation
26137 Roanoke WV RSA 2 American Cellular Corporation
26147 Monticello NY RSA 5 American Cellular Corporation
26149 Cobleskill NY RSA 5 American Cellular Corporation
26329 Deposit NY RSA 5 American Cellular Corporation
26335 Orange County NY MSA American Cellular Corporation
26337 Marinette WI RSA 4 American Cellular Corporation
26339 Oconta/Shawano WI RSA 4 American Cellular Corporation
26343 Warwick NY MSA American Cellular Corporation
26363 Menomonie WI RSA 5 American Cellular Corporation
26369 Hudson NY RSA 6 American Cellular Corporation
26371 Poughkeepsie NY MSA American Cellular Corporation
26377 W Mt. Hope NY MSA American Cellular Corporation
26435 Morristown TN RSA 4 American Cellular Corporation
30463 Radcliff KY RSA 4 American Cellular Corporation
30785 Maysville KY RSA 8 American Cellular Corporation
30787 Glasglow KY RSA 5 American Cellular Corporation
30797 Bemidji MN RSA 2 American Cellular Corporation
30845 Int'l Falls MN RSA 3 American Cellular Corporation
30923 Duluth MN MSA American Cellular Corporation
30927 Eau Claire WI MSA American Cellular Corporation
30929 Wausau WI MSA American Cellular Corporation
30931 Marquette MI RSA 1 American Cellular Corporation
30935 Rhinelander WI RSA 3 American Cellular Corporation
30937 Brainerd MN RSA 6 American Cellular Corporation
30945 Rice Lake WI RSA 1 American Cellular Corporation
30973 Fergus Falls MN RSA 5 American Cellular Corporation
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APPENDIX II
TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
BELLSOUTH CELLULAR NATIONAL MARKETING INC.
AND
DOBSON CELLULAR SYSTEMS. INC.
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 "commercial mobile radio service" means domestic public
commercial mobile radio telecommunications service.
C. "Home Carrier" means a Party who is providing commercial mobile radio
service to its registered customers in a geographic area Where it holds a
license or permit for a domestic public commercial mobile radio
telecommunication system and station.
D. "Serving Carrier" means a Party who provides commercial mobile radio
service for registered customers of another Party while such customers are out
of their Home Carrier's geographic area and in the geographic area where the
Serving Carrier holds a license or permit for a domestic public commercial
mobile radio telecommunication system and station.
E. "Roamer" means a customer who seeks commercial mobile radio service in
geographic area outside of the area served by the Party with whom it is
registered.
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F. "Authorized Roamer" means a roamer using equipment with the NPA/NXX
combination listed in accordance with Paragraph 3.1 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
III 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 commercial mobile radio service industry.
I. "ESN" means the Electronic Serial Number that is "burned" in the
customer's commercial mobile telephone set by the manufacturer.
J. "MN" 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
commercial mobile radio service.
L. "Authorized Receipt Point" or "AR')" 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 record 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
9
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,
commercial mobile radio 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 tarnished 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 Commercial Mobile Radio Service of its Home Carrier or, unless
otherwise authorized herein, Roamer's use of a Serving Carrier's system.
II. DIVISION OF REVENUE
2.1 Each Home Carrier, whose customers (including the customers of its
resellers) receive commercial mobile radio service from a Serving Carrier as
Authorized Roamers under this Agreement, shall pay to the Serving Carrier who
provided such commercial mobile radio service 100% of the Serving Carrier's
charges for commercial mobile radio 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 or other carrier in connection with providing such
commercial mobile radio services) regardless of whether these amounts are paid
to the Home Carrier by its customers.
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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 their 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 billings 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 Ill.
3.2 Each Party shall provide to each other Party, or their respective
authorized representatives, a list of MIN's from among those within the NPA/NXX
combination(s) indemnified pursuant to Paragraph 3.1 hereof and of ESN's of the
commercial mobile radio telephones to which the other Parties are not authorized
to provide commercial mobile radio 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, each Party shall notify each other Party or their respective
authorized representatives, 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 the Parties, via the Clearinghouse, by the
means set forth in Appendix III and shall be in the form mutually agreed upon,
and effective as defined in Appendix III.
3.2.1 Each Party hereby agrees to indemnify the other Party, 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 commercial mobile radio service to any
commercial mobile radio telephone which has been listed
11
(pursuant to the preceding Paragraph 3.2 hereof) by the indemnifying party as
not being authorized to receive service.
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 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 system provided by a mutually agreed upon
validation/verification service in all markets set forth in Appendix I. The
Parties shall cooperate in good faith to control fraudulent Roamer usage. All
Parties agree to notify each other should such fraudulent usage become apparent
on any Party's system. In addition, any new operational market that becomes
operational after execution of this Agreement shall automatically become subject
to the provisions of this Agreement. The Parties agree that calls completed by a
Serving Carrier, either, (a) after a validation 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. Validation 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 with a copy of their current or proposed tariffs or
price lists, whichever is appropriate. If any Party has filed for
12
any changes in an existing tariff or price lists, 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 or prices, with an effective date as
specified in Appendix III, and shall include with such notice copies of the
revised pages of such tariffs or price lists. If tariffs are not required to be
filed by certain jurisdiction, the Parties shall exchange the written terms and
conditions of service to be used in lieu thereof and any amendments thereto.
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 purpose of this Agreement or as necessary to comply with
federal, state, and 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 j,e 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, 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 their system. If any
Party reasonably decides that, in its sole
13
judgment, despite due diligence, 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.
4.3 Each Serving Carrier who provides commercial mobile radio 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 commercial mobile radio
service to any Authorized Roamer pursuant to this Agreement shall send the Home
Carrier a paper invoice within the time period specified in Appendix III. The
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
14
Paragraph 4.4 above, unless mutually agreed upon. Any credit that is requested
by the Home Carrier must be fully documented and settled utilizing the format
forth in Attachment C.
V. SETTLEMENT
5.1 Each Party will settle its accounts with the other Party 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 support a paper invoice and will make payments in accordance with
such net settlement procedures.
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 thereof 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 Party
effective upon thirty (30) days written notice to the other. 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 either
Party, this Agreement by be terminated immediately upon written notice.
6.3 This Agreement may be suspended by either Party for any reason
immediately upon written notice to the other under the terms specified in this
Agreement. The Parties shall work together to resolve
15
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, the Party shall give to the
other written notice to this effect. This Agreement shall resume in fill effect
five (5) business days after the Parties have mutually agreed that the problem
has been resolved, unless either Party views that 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 to the other.
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.
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 commercial mobile radio 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
16
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.
VIII. SUCCESSORS AND ASSIGNS
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 the other Party, except that a Party may assign its rights and
obligations hereunder to an assignee of its commercial mobile radio service
license or permit issued by the FCC, provided that such assignee expressly
assumes, by written instrument approved by the Parties, 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.
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 Pay may designate by written notice to the other.
10.2 For the purposes of this Agreement, BSCNM shall be the authorized
representative of its Parties and ___________ shall be the authorized
representative of its Parties.
XI. MISCELLANEOUS
11.1 The Parties agree to comply with, conform to, and abide by all
applicable and valid laws,
17
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 fulfil 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 fill and complete agreement of the
Parties. Any prior agreement among the Parties with respect to this subject
matter is 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 the parties. 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 either Party to insist upon strict performance
of any provision of this Agreement or any obligation under this Agreement shall
not be a waiver of either 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
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.
XII. CHOICE OF LAW
12.1 This Agreement shall be construed in accordance with the laws of the
state of the Serving Carrier.
18
ATTACHMENT A
CIBER RECORD
METHODS AND PROCEDURES
The following information is tarnished to the Parties pursuant to Paragraph 3.1
of Appendix II to the Intercarrier Roamer Service Agreement between the Parties
to the Agreement:
- -------------------------------------------------------------------------------
NPA/NXX LINE RANGE SID CODE CITY START DATE END DATE
- -------------------------------------------------------------------------------
BellSouth Cellular National Marketing Inc.
By:
-----------------------------------
Title:
--------------------------------
Issue Date:
---------------------------
(The effective date shall be that defined in Appendix Ill of the
above-referenced Intercarrier Roamer Service Agreement)
19
ATTACHMENT B - BELLSOUTH CELLULAR MARKET LISTING
SID/BID OPERATING CITY STATE
ENTITY
24 BMI MIAMI FL
34 BMI ATLANTA GA
36 BMI NEW ORLEANS LA
62 BMI MEMPHIS TN
68 BMI ORLANDO FL
76 BMI LOUISVILLE KY
81 BMI MOBILE AL
98 BMI BIRMINGHAM AL
106 BMI BATON ROUGE LA
118 BMI NASHVILLE TN
136 BMI JACKSONVILLE FL
148 BMI CHATTANOOGA TN
160 BMI JACKSON MS
197 BMI EVANSVILLE IN
198 BMI HUNTSVILLE AL
206 BMI LEXINGTON KY
308 BMI DAYTONA FL
334 BMI FLORENCE AL
414 BMI LAFAYETTE LA
426 BMI MACON GA
476 BMI MELBOURNE FL
1011 BMI MONROEVILLE AL
1990 BMI INTERNATIONAL FL
(HOME ONLY)
1289 BMI PIKEVILLE KY
1376 BMI TUPELO MS
1684 BMI FAYETTEVILLE TN
1884 BMI PIKEVILLE TN
1988 BMI LAKE COUNTY FL
26122 BMI WAVERLY TN
26145 BMI CLAY KY
26160 BMI SHELBYVILLE KY
26186 BMI MARINGOUIN LA
26272 BMI LAPLACE LA
26274 BMI CONVENT LA
26276 BMI BELLE CHASE LA
26397 BMI JASPER IN
26422 BMI DESOTO COUNTY MS
26523 BMI CORYDON IN
30048 BMI ACADIANA LA
30050 BMI HAMMOND LA
30134 BMI GUNTERSVILLE AL
30168 BMI COLUMBIA TN
30170 BMI DECATUR AL
30202 BMI FLORIDA KEYS FL
30218 BMI CLEVELEND TN
30224 BMI VICKSBURG MS
30268 BMI CALHOUN GA
30270 BMI GAINESVILLE GA
30272 BMI ROME GA
30274 BMI MADISON GA
30276 BMI BREMAN GA
30300 BMI JACKSON TN
30322 BMI MILLEDGEVILLE GA
30334 BMI RICHMOND KY
30338 BMI FLAGLER FL
30340 BMI GRIFFIN GA
30342 BMI FORSYTH GA
30346 BMI FRANKFORT KY
30350 BMI BIRMINGHAM AL
30352 BMI TALLADAGA AL
30357 BMI OWENSBORO KY
30452 BMI VERO BEACH FL
30476 BMI PALATKA FL
30516 BMI RAMAH LA
30532 BMI MENDENHALL MS
30534 BMI FOREST MS
30582 BMI GA RSA 4A1 GA
30584 BMI GA RSA 2B2 GA
30592 BMI SCOTTSBORO AL
30628 BMI ATHENS GA
30638 BMI GRENADA MS
30654 BMI SAVANNAH TN
30660 BMI MERIDIAN MS
30698 BMI MT. STERLING KY
30711 BMI MADISONVILLE KY
30714 BMI HOLLY SPRINGS MS
30750 BMI HICKMAN TN
30757 BMI MEADE KY
30758 BMI RIPLEY TN
30776 BMI CLEWISTON FL
30778 BMI SENATOBIA MS
30796 BMI PLAQUEMINE LA
30798 BMI CYNTHIANA KY
30836 BMI TUNICA MS
30838 BMI CLARKSVILLE TN
30852 BMI RSA MS4 MS
30917 BMI PADUCAH KY
30938 BMI WINFIELD AL
31096 BMI CLINTON LA
19 Westel INDIANAPOLIS IN
1207 Westel COLUMBUS IN
30325 Westel ANDERSON IN
30327 Westel BLOOMINGTON IN
30329 Westel LAFAYETTE IN
30331 Westel MUNCIE IN
30335 Westel TERRA HAUTE IN
30377 Westel CRAWFORDSVILLE IN
30457 Westel VINCENNES IN
30899 Westel GREENSBURG IN
20
SID/BID OPERATING CITY STATE
ENTITY
4310 BMI (PCS TDMA) BILOXI MS
4412 BMI (PCS TDMA) COLUMBUS GA
4536 BMI (PCS TDMA) FT. PIERCE FL
4700 BMI (PCS TDMA) LAGRANGE GA
4840 BMI (PCS TDMA) MONROE LA
4914 BMI (PCS TDMA) PANAMA CITY FL
5066 BMI (PCS TDMA) SHREVEPORT LA
5251 BMI (PCS TDMA) ALBANY.TIFTON GA
5257 BMI (PCS TDMA) ALEXANDRIA LA
5429 BMI (PCS TDMA) COLUMBUS MS
5481 BMI (PCS TDMA) DYERSBURG TN
5547 BMI (PCS TDMA) FT MYERS FL
5553 BMI (PCS TDMA) FT. WALTON BCH FL
5557 BMI (PCS TDMA) GADSDEN AL
5559 BMI (PCS TDMA) GAINESVILLE FL
5591 BMI (PCS TDMA) GREENVILLE MS
5615 BMI (PCS TDMA) HATTIESBURG MS
5633 BMI (PCS TDMA) HOUMA LA
5719 BMI (PCS TDMA) LAKE CHARLES LA
5721 BMI (PCS TDMA) WINTERHAVEN FL
5815 BMI (PCS TDMA) BROOKHAVEN MS
5853 BMI (PCS TDMA) MONROE LA
5855 BMI (PCS TDMA) MONTGOMERY AL
5871 BMI (PCS TDMA) NAPLES FL
5875 BMI (PCS TDMA) NATCHEZ MS
5899 BMI (PCS TDMA) OCALA FL
5915 BMI (PCS TDMA) AUBURN AL
5933 BMI (PCS TDMA) PENSACOLA FL
6057 BMI (PCS TDMA) SARASOTA FL
6071 BMI (PCS TDMA) SELMA AL
6127 BMI (PCS TDMA) TALLAHASSEE FL
6129 BMI (PCS TDMA) TAMPA FL
6159 BMI (PCS TDMA) VALDOSTA GA
6187 BMI (PCS TDMA) WAYCROSS GA
40199 BMI (PCS TDMA) THOMASVILLE GA
4142 DCS (GSM) KNOXVILLE TN
4200 DCS (GSM) CHARLOTTE NC
40001 DCS (GSM) ANDERSON SC
40003 DCS (GSM) ASHEVILLE NC
40005 DCS (GSM) BURLINGTON NC
40007 DCS (GSM) CHARLESTON SC
40009 DCS (GSM) COLUMBIA SC
40011 DCS (GSM) FAYETTEVILLE NC
40013 DCS (GSM) FLORENCE SC
40015 DCS (GSM) GOLDSBORO NC
40017 DCS (GSM) GREENSBORO NC
40019 DCS (GSM) GREENVILLE NC
40021 DCS (GSM) GREENVILLE SC
40023 DCS (GSM) GREENWOOD SC
40025 DCS (GSM) HICKORY NC
40027 DCS (GSM) JACKSONVILLE NC
40029 DCS (GSM) TRI-CITIES TN
40031 DCS (GSM) MIDDLESBORO KY
40033 DCS (GSM) MYRTLE BEACH SC
40035 DCS (GSM) NEW BERN NC
40037 DCS (GSM) ORANGEBURG SC
40039 DCS (GSM) RALEIGH NC
40041 DCS (GSM) ROANOKE RAPIDS NC
40043 DCS (GSM) ROCKY MOUNT NC
40045 DCS (GSM) SUMTER SC
40047 DCS (GSM) WILMINGTON NC
40266 DCS (GSM) AUGUSTA GA
40268 DCS (GSM) BRUNSWICK GA
40270 DCS(GSM) SAVANNAH GA
21
ATTACHMENT C
CREDIT REQUEST
Home Carrier:___________________________________
Serving Carrier:________________________________
Date of Invoice:________________________________
Date of Rated Usage Record Data:________________
Batch # and Date:_______________________________
Number of Records:______________________________
Amount of Invoice Not Justified:$_______________
(Airtime & Toll Charges, Other Charges & Taxes)
__________Payment Withheld __________Charge Back
Reasons for withholding Payment or Charge Back:
______1. Invoice is inconsistent with the Rated Usage Record Data with respect
to:
____a. Taxes;
____b. Other pass-through charges;
____c. Commercial Mobile Radio Service charges;
____d. Percentage of commercial mobile radio
service;
____e. Other (see attached reports)
______2. Rated Usage Record Data is incomplete for the charges on the attached
sheet:
______3. NPA/NXX combination is not on the list authorized by the Home Carrier:
Mobile ID Number________________________
Electronic Serial Number________________
______4. Charges for Roamer usage specified on the attached sheet that are not
authorized by the Home Carrier;
______5. Batch totals and detail charges do not balance or batch is out of
sequence.
______6. CIBER rejects
______7. Other (specify below)
Home Carrier:
Date:___________________
By:_____________________
Title:__________________
22
APPENDIX III
TO
INTERCARRIER ROAMER SERVICE AGREEMENT
BETWEEN
BELLSOUTH CELLULAR NATIONAL MARKETING INC. [A]
AND
DOBSON CELLULAR SYSTEMS INC. [B]
OPERATING PROCEDURES
1. AMENDMENT OF OPERATIONS PROCEDURES. This Appendix III will be in
effect until new Operating Procedures are published by the CIBERNET Corporation
("CIBERNET"), 1250 Connecticut Avenue, N.W. Washington, D.C. 20036, 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 be 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 [A] and [B] of the New Operating
Procedures and (b) neither [A] nor [B] 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 (5) 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.
2. CLOSE OF BILLING. "Close of Billing" shall be the fifteenth (15th) 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.
23
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 (normally the sixteenth (16th) through the fifteenth (15th),
unless the fifteenth (15th) falls on a non-business day).
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 1.5% of the outstanding balance for each thirty (36)
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 with in a 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 [A] for [B] Parties, or by [B] for [A] Parties.
8. TARIFF CHANGES. Notice of any applicable changes to tariffs must be
received by [A] for tariff changes for any [B] Party, or by [B] for tariff
changes for any [A] Party, at least fifteen (15) days prior to the proposed
effective date or at least the number of days specified by state or local
governmental regulations prior to the proposed effective date, whenever period
is longer.
9. BILLING INVOICE SUMMARY. The Minimum information needed for any
invoice issued with non-clearinghouse documentation must include the following:
- Billing Period (To/From Dates)
- Batch Sequence Number
- Batch Date
- Serving and Home SID's (the five-digit numeric
corresponding to the FCC designation of the Carrier)
- Total Airtime Charges
24
- Total Intra-State Toll
- Total Inter-State Toll
- Other Charges and Credits
- Total Taxes
- Total Charges
** 10A. TYPE 10, 20, & 50 MESSAGE DATE EDIT. Type 10, 20, & 50 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.
** 10B. TYPE 11 & 30 MESSAGE DATE EDIT. Type 11 & 30 message records shall be
considered to have failed the CIBER Record Edit if the message is more than
sixty (60) 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 ninety (90) days old. Determination of
the age of a message record is from the date of the call.
** 10C. TYPE 11 & 70 CIBER RECORDS. Type 11 and 70 CIBER records will not be
accepted without mutual written consent by both parties at which time it will
be added to this agreement.
11. EFFECTIVE DATE FOR UNAUTHORIZED ROAMER LIABILITY. Effective with
messages dated January 15, 1992 and earlier, liability for unauthorized roamers
shall be established at 12:01 A.M. Eastern Time of the Calendar day immediately
following receipt by [A] and [B], or their respective authorized
representatives, of notification or update of the attachments and lists referred
to in Paragraph 3.1 and 3.2 of Appendix II.
Effective with messages date January 16, 1992 through September 15, 1992,
liability for
25
unauthorized roamer shall be established One hour after posting of negative file
update by the SERVING carrier's valid provider of Clearing and/or positive
roamer validation/verification services (clearinghouse). It is essential to
populate the Time Zone Indicator and Daylight Savings Indicator fields with
appropriate values. Utilization of existing clearinghouse negative file update
timestamps shall apply.
Effective with message dated September 16, 1992 and later, liability for
unauthorized roamers shall be established one hour after posting of negative
file update by the HOME carrier's clearinghouse.
In all cases, liability for restoral of existing negative file entries
shall be immediate. 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 clearinghouse.
26