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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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INTERCARRIER MULTI-STANDARD ROAMING AND
COLOCATION AGREEMENT
THIS AGREEMENT is
effective as of the 6 th day of June, 2003 (“Effective Date”)
by CINGULAR WIRELESS LLC (“Cingular”), a limited
liability company organized under the laws of Delaware and acting
under the authority and on behalf of its Affiliates (collectively
“Cingular Affiliates”); and by Rural Cellular
Corporation (“Rural”) on behalf of itself and its
Affiliates (collectively “Rural Affiliates”). The
parties will herein collectively be referred to as the
“Parties” or individually as a “Party.”
Each of the Parties either is, or controls, a licensee or permittee
of the Federal Communications Commission (“FCC”) to
offer Cellular Radiotelephone Service (“CRS”) or
Personal Communications Service (“PCS”), as defined
herein, under FCC regulations at 47 CFR Part 22 or
Part 24, respectively.
RECITALS
WHEREAS, the
Parties desire to make arrangements to facilitate the provision of
wireless roaming services by Cingular and Cingular Affiliates to
subscribers of Rural or Rural Affiliates (“Rural
Customers”) who desire to use Cingular and Cingular Affiliate
systems and by Rural and Rural Affiliates to subscribers of
Cingular or Cingular Affiliates (“Cingular Customers”)
who desire to use Rural and Rural Affiliate systems in accordance
with the TDMA Intercarrier Roaming Service Agreement, attached
hereto as Exhibit 1, and the GSM Roaming Agreement, attached
hereto as Exhibit 2 (Exhibit 1 and Exhibit 2 are
hereby specifically incorporated herein); and
WHEREAS, the
Parties wish to amend and supersede any previous Roaming Agreements
and to define the wholesale service rates to be charged by each
other for the provision of roamer service to the other’s
subscribers;
NOW, THEREFORE, in
consideration of the promises herein set forth and intending to be
legally bound hereby, the Parties do hereby agree as
follows:
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a.
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“Affiliate” means any
entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common
control with another entity.
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**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
1
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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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A
Party’s Affiliates also include any entities that control,
are controlled by, or are under common control with, any other
Affiliate of that Party. **.
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b.
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“Authorized Roamer”
means a Roamer (i) that uses equipment with the NPA/NXX
combinations or Mobile Network Codes provided by each Party and
(ii) for whom the Serving Carrier has not received a negative
notification (in the case of assume positive for validation
purposes) or has received a positive notification (in the case of
assume negative for validation purposes).
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c.
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“Agreement” means this
Intercarrier Multistandard Roamer Service Agreement, including all
exhibits attached hereto.
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d.
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“Cellular Radiotelephone
Service” or “CRS” means a radio service in which
common carriers are authorized by the FCC under 47 CFR Part 22
and licensed under 47 CFR Part 22, Subpart H to offer and to
provide service for hire to the general public through a cellular
system utilizing the channels and bandwidths assigned under 47 CFR
Part 22, Subpart H, Section 22.905.
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e.
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“Effective Rate” shall
mean **.
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f.
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“GPRS” means General
Packet Radio Service.
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g.
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“GSM” means the Global
System for Mobile Communications.
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h.
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“GSM Technology” means
both GSM and GPRS.
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i.
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“Home Carrier” means a
Party (including an Affiliate of a Party) that is providing
Wireless Service to its registered customers in a geographic area
where it operates.
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j.
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“Personal Communications
Service” or “PCS” means a radio service in which
common carriers are authorized by the FCC and licensed under 47 CFR
Part 24, Subpart F, as currently in effect to offer and to
provide service for hire to the general public utilizing the
following frequency bandwidths: 1850-1910 MHz and 1930-1990 MHz
(Broadband PCS) and including GSM (the DCS 1900 protocol for the
North American System). PCS does not include Cellular
Radiotelephone Service (“CRS”) as herein
defined.
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**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
2
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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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k.
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“Preferred Roaming
Provider” means **.
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l.
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“Roamer” means a
customer who seeks wireless service from a Serving
Carrier.
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m.
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“Secondary Preferred Roaming
Provider” means **.
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n.
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“Serving Carrier” means
a Party who provides Wireless Service for customers of another
Party in the geographic area where the Serving Carrier
operates.
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o.
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“TDMA” means Time
Division Multiple Access.
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p.
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“Wireless Service” means
either CRS or PCS as is appropriate or technically feasible in the
context it is used.
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The
initial term of this Agreement commences on the Effective Date
shown above and continues through **. **.
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a.
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**.
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b.
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**.
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c.
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**.
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d.
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**.
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e.
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Nothing in this Agreement shall
limit a Party’s right to restrict roaming onto a SID or a SOC
or via LAC restrictions in overlapping market areas.
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f.
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Service Level
. Rural hereby agrees to
adhere to the following metrics to be used as performance measures
of service quality for its GSM network and to the remedy for
failure to meet each metric, as set forth in subsection 4(f)(i)(C).
**.
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**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
3
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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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ii.
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**.
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iii.
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Geographic Information.
Rural will provide to
Cingular, on a semi-annual basis, maps reflecting current GSM
coverage at a **, and planned coverage for the **. This information
will be provided no later than ** and ** or at any time upon Cingular’s
request. **. Cingular may rely upon this data for inclusion in
marketing materials and for purposes of educating Cingular
employees and customers where GSM services may be available or for
use by the Operations Council, unless Rural provides written
consent to reliance for another use.
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1.
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Purpose : The Parties agree to create a
single point of contact in each organization to oversee the
coordination of all operational issues. The council is also
responsible for coordinating on feature development, on taking
steps to enable inter-company hyperband handoffs and other
activities that will improve the customer experience of roaming for
both parties. The Parties agree that the council will meet (via
conference call) during the GSM launch period on no less than a **
basis to ensure that the operational issues associated with the
launch are effectively addressed. Following the GSM launch period,
the council will meet to discuss issues as needed, but no less than
quarterly.
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2.
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Dispute Resolution
: Operational disputes
between the companies are to first be escalated to the Operations
Council. To the extent they are unable to resolve the dispute, the
issue will then be escalated to the VP of Roaming Services at
Cingular and the designated VP at Rural. If the Parties still
cannot reach agreement, either Party may invoke the arbitration
provisions pursuant to Section 13 of this
Agreement.
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**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
4
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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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3.
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Miscellaneous
: The Parties agree that
over the next thirty (30) days they will further develop and
document the operating process and guidelines of the Operations
Council.
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a.
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The
Parties shall pay each other for the provision of roaming service
to each other’s subscribers as set forth in the Rate Addendum
attached as ** to this Agreement.
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b.
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**.
The billed Party shall pay undisputed invoices even if that Party
is unable to or chooses not to bill the other Party. The billed
Party shall have a right to audit the billing Party’s
records, including but not limited to network usage reports that
reflect roaming by the billed Party’s customers and in a
matter not inconsistent with standard industry procedures, for the
specific purpose of verifying the accuracy and content of the bill
but no more often than once every twelve months. GPRS AND SMS
roaming usage for the Parties’ subscribers will be recorded
and transmitted via TAP records. The exchange of these records will
follow current GSM voice usage process through the clearinghouse(s)
and will be included in net settlement
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c.
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**.
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6.
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Terms and Conditions of TDMA
roaming
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Roaming between
Cingular or its Affiliates and Rural or its Affiliates in their
respective TDMA **.
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7.
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Terms and Conditions of GSM
roaming
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Roaming between
Cingular or its Affiliates and Rural or its Affiliates in their
respective GSM/GPRS **.
**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
5
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CONFIDENTIAL
TREATMENT REQUESTED
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Exhibit 10.12(a)
Redacted
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10.
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Seamless GSM
Features.
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**.
Further, the Parties agree to use commercially reasonable efforts
to enable interoperability such that either party’s
subscribers may utilize these features when roaming. The Parties do
not intend that either Party shall be required to deploy a feature
that it is not planning to implement for its own base of
customers.
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11.
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Guaranteed Access to
Markets.
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**.
Nothing in this paragraph shall prevent either Party from
exercising its rights under Section 14
(Suspension/Termination) of this Agreement.
Each Party when
acting as a Serving Carrier agrees to provide GPRS service to the
other party’s subscribers in all markets where GPRS service
is available. Neither Party shall restrict the other Party’s
access to GPRS service in any of the markets subject to this
agreement.
If
both Parties are net settlement participants, the Parties agree to
follow industry settlement procedures and to make payments to each
other pursuant to industry net settlement procedures (now
administered by CIBERNET), as now existing or hereafter amended,
which are incorporated herein by reference as if set forth herein
in full, and to the extent there are any inconsistencies between
such procedures and this Agreement, such procedures shall be
controlling. The Parties agree to exchange their bank account
information on a separate document to be updated with any changes,
from time to time, by either Party, with no less than ** notice.
Both Parties agree that if payments are not received after ** of
original invoice, a late payment fee of the lesser of ** (**%) per
month, or the highest rate allowable by law, will be assessed on
the invoice amount.
12.1.
Overcharges . The Serving Carrier will refund charges
in excess of the agreed upon rates as outlined in this Agreement to
the Home Carrier within ** of notification of overcharges by the
Home Carrier. Each Carrier has ** from the end date of the
applicable settlement period to invoice amounts payable by the
other carrier, after which overcharges will be deemed
non-recoverable. Invoices outstanding for ** will be
subject
**Information
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential
Treatment.
6
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CONFIDENTIAL
TREATMENT REQUESTED
|
|
Exhibit 10.12(a)
Redacted
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to
the late payment fee as set forth in Section 12 above.
Invoices outstanding for more than ** may be sent to arbitration
(as set forth in Section 13 below) by the Home Carrier for
resolution. Where both carriers are net settlement participants,
repayment of amounts incorrectly overcharged will occur through the
net settlement process.
12.2.
Undercharges . Undercharges of rates on the part of
the Serving Carrier will not be reimbursed under any
circumstances.
Disputes between
the Parties, their successors and assigns, relating to Billing,
Remittance, or Settlement sections under this Agreement shall
conclusively and finally be settled in the first instance through
the industry net settlement procedures (now administered by
CIBERNET). Any ot
