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Page 26 of 250 CELLULAR/PCS GENERAL TERMS & CONDITIONS/AT&T-13STATE PAGE 26 OF 45 AT&T-13STATE/NEW CINGULAR WIRELESS PCS,LLC 091506 independent auditor be engaged and the Auditing Party agrees, the Audited Party shall pay onequarter (1/4) of the independent auditor's fees and expenses. If an independent auditor is to be engaged, the Parties shall select an auditor by the thirtieth day following Audited Party’s receipt of a written audit notice. Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. 7.1.3 Each audit shall be conducted on the premises of the Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit and shall provide the auditor reasonable access to any and all appropriate Audited Party employees and any books, records and other documents reasonably necessary to assess (i) the accuracy of Audited Party's bills and (ii) Audited Party's compliance with the provisions of this Agreement that affect the accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Audited Party may redact from the books, records and other documents provided to the auditor any Audited Party Proprietary Information that reveals the identity of End Users of Audited Party. 7.1.4 Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 7.1.5 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results and (ii) for any undercharge caused by the actions of the Audited Party, immediately compensate Auditing Party for such undercharge, and (iii) in each case, calculate and pay interest as provided in Section 5.2.1 (depending on the AT&T-13STATE ILEC(s) involved), for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available. 7.1.6 Except as may be otherwise provided in this Agreement, audits shall be performed at Auditing Party’s expense, subject to reimbursement by Audited Party of one-quarter (1/4) of any independent auditor's fees and expenses in the event that an audit finds, and the Parties subsequently verify, a net adjustment in the charges paid or payable by Auditing Party hereunder by an amount that is, on an annualized basis, greater than five percent (5%) of the aggregate charges for the audited services during the period covered by the audit. 7.1.7 Any disputes concerning audit results shall be referred to the Parties’ respective personnel responsible for informal resolution. If these individuals cannot resolve the dispute within thirty (30) days of the referral, either Party may request in writing that an additional audit shall be conducted by an independent auditor acceptable to both Parties, subject to the requirements set out in Section 7.1. Any additional audit shall be at the requesting Party’s expense. 7.2 Audits – AT&T CONNECTICUT only 7.2.1 Except as provided in Appendix Compensation, AT&T CONNECTICUT shall arrange for one (1) annual independent audit to be conducted by a “Big Six” independent public accounting firm or an accounting firm mutually agreed to by AT&T CONNECTICUT, WSP and all other Telecommunications Carriers doing business with AT&T CONNECTICUT under the terms of an agreement adopted pursuant to Sections 251 and 252 of the Act for the purpose of evaluating the accuracy of AT&T CONNECTICUT’s billing and invoicing. 7.2.2 AT&T CONNECTICUT will cooperate fully with the independent auditor in such audit and provide reasonable access to any and all appropriate AT&T CONNECTICUT employees, books, records and other documents reasonably necessary to perform the audit. 7.2.3 AT&T CONNECTICUT shall promptly correct any billing error that is revealed in the audit, including making refund of any overpayment to WSP in the form of a credit on the invoice for the first full billing cycle after the audit report is issued; such refund shall include interest on the
Page 27 of 250 CELLULAR/PCS GENERAL TERMS & CONDITIONS/AT&T-13STATE PAGE 27 OF 45 AT&T-13STATE/NEW CINGULAR WIRELESS PCS,LLC 091506 overpayment at the rate of eight percent (8%) per year. In the event that the audit reveals any underbilling and resulting underpayment to AT&T CONNECTICUT by WSP, the underpayment shall be reflected in WSP’s invoice for the first full billing cycle after the audit report is issued. AT&T CONNECTICUT will not be entitled to recover interest on any underbilling to WSP revealed by the audit for the time preceding the amount appearing on WSP's bill from AT&T CONNECTICUT, however, AT&T CONNECTICUT shall be entitled to recover interest at the interest rate referenced in Section 5.2.1 on such underbilling and WSP shall pay interest for the number of days from the Bill Due Date of the bill on which such underbilling was rectified until the date on which payment is made and available to AT&T CONNECTICUT. 8. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES 8.1 EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE INTERCONNECTION, RESALE SERVICES, LAWFUL UNBUNDLED NETWORK ELEMENTS, FUNCTIONS, FACILITIES, PRODUCTS AND SERVICES IT PROVIDES UNDER OR IS CONTEMPLATED TO PROVIDE UNDER THIS AGREEMENT AND EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, NO PARTY TO THIS AGREEMENT ASSUMES RESPONSIBILITY WITH REGARD TO THE CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY ANY OTHER PARTY TO THIS AGREEMENT WHEN SUCH DATA OR INFORMATION IS ACCESSED AND USED BY A THIRD PARTY. 9. LIMITATION OF LIABILITY 9.1 Except for indemnity obligations expressly set forth herein or as otherwise expressly provided in specific appendices, each Party's liability to the other Party for any Loss relating to or arising out of such Party’s performance under this Agreement, including any negligent act or omission (whether willful or inadvertent), whether in contract, tort or otherwise, including alleged breaches of this Agreement and causes of action alleged to arise from allegations that breach of this Agreement also constitute a violation of a statute, including the Act, shall not exceed in total the amount AT&T-13STATE or CLEC has charged or would have charged to the other Party for the affected Interconnection, Resale Services, Lawful Unbundled Network Elements, Collocation, or functions, facilities, products and service(s) that were not performed or provided or were improperly performed or provided. 9.2 Except as otherwise expressly provided in specific appendices, in the case of any Loss alleged or claimed by a Third Party to have arisen out of the negligence or willful misconduct of any Party, each Party shall bear, and its obligation shall be limited to, that portion (as mutually agreed to by the Parties or as otherwise established) of the resulting expense caused by its own negligence or willful misconduct or that of its agents, servants, contractors, or others acting in aid or concert with it. 9.3 A Party may, in its sole discretion, provide in its tariffs and contracts with its End Users or Third Parties that relate to any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products and services provided or contemplated under this Agreement that, to the maximum extent permitted by Applicable Law, such Party shall not be liable to such End User or Third Party for (i) any Loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party would have charged the End User or Third Party for the Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products and services that gave rise to such Loss and (ii) any Consequential Damages. If a Party elects not to place in its tariffs or contracts such limitation(s) of liability, and the other Party incurs a Loss as a result thereof, the first Party shall indemnify and reimburse the other Party for that portion of the Loss that would have been limited had the first Party included in its tariffs and contracts the limitation(s) of liability described in this Section 9.3. 9.4 Neither WSP nor AT&T-13STATE shall be liable to the other Party for any Consequential Damages suffered by the other Party, regardless of the form of action, whether in contract, warranty, strict liability,
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Page 5 and 6: Page 5 of 250 GENERAL TERMS AND CON
Page 9 and 10: Page 9 of 250 1 .60 “InterLATA”
Page 21 and 22: Page 21 of 250 5. 3 Backbilling CEL
Page 23 and 24: Page 23 of 250 6 .4 ASC Dispute Res
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Page 105 of 250 ARKANSAS CELLULAR/P
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ILLINOIS Page 109 of 250 CELLULAR/P
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Page 1 of 18 Contract Number: 17251
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Non- Non- Monthly Recurring Recurri
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