EXHIBIT 10.29
frontier
COMMUNICATIONS
CARRIER SERVICE AGREEMENT
BETWEEN
FRONTIER COMMUNICATIONS OF THE WEST, INC.
AND
FINANCIAL INTRANET
FRONTIER MAY CONSIDER THIS
DOCUMENT NULL AND VOID IF
AN EXECUTED ORIGINAL IS NOT
RECEIVED BY FRONTIER
WITHIN 20 DAYS OF THE
FOOTNOTE DATE.
TABLE OF CONTENTS
SECTION
1. Services; Forecasts; PIU Certification; Service Orders
2. Term Of The Agreement
3. Billing And Payment; Rates And Charges; Security; Minimum Charges
4. Billing Disputes
5. Termination Rights
6. Taxes And Assessments
7. Warranties And Limitation Of Liability
8. Indemnification
9. Representation
10. Force Majeure
11. Waivers
12. Assignment
13. Confidentiality
14. Integration
15. Construction
16. Governing Law
17. Notices
18. Counterparts
19. Compliance With Laws
20. Third Parties
21. Survival Of Provisions
22. Unenforceable Provisions
23. Cumulative Rights And Remedies
24. Amendments
25. Authority
26. Non-Solicitation
GENERIC EXHIBITS
Exhibit A Definitions
Exhibit B Ancillary Fee Schedule
Exhibit C Call Detail Records; Electronic Data Exchange; Letter Of Agency
Requirements
SERVICE SPECIFIC EXHIBITS
Exhibit D Frontier Access Direct National Origination Service (NOS)
Switched Outbound Service Schedule
Exhibit D(a) Frontier Access Direct NOS Switched Outbound Service
Exhibit E Frontier Access Direct NOS Switched and Dedicated Toll Free
Service Schedule
Exhibit E(a) Frontier Access Direct NOS Switched Toll Free Service
Exhibit E(b) Frontier Access Direct NOS Dedicated Toll Free Service
Exhibit F Frontier Access Direct NOS Dedicated Outbound Service Schedule
Exhibit F(a) Frontier Access Direct NOS Dedicated Outbound Service
Exhibit G Frontier Access Direct NOS Switched International Termination
Service Schedule
Exhibit G(a) Frontier Access Direct NOS Switched International Termination
Service
Exhibit H Frontier Access Direct NOS Dedicated International Termination
Service Schedule
Exhibit H(a) Frontier Access Direct NOS Dedicated International Termination
Service
Exhibit I Frontier Access Direct OCN Table
Exhibit J Link Card Services Schedule
Exhibit J(a) Link Domestic Card Services
Exhibit J(b) Link Originating International Service
Exhibit J(c) Link Terminating International Service
Exhibit K Network Interconnection Schedule
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CARRIER SERVICES AGREEMENT
This Carrier Services Agreement ("Agreement') is entered into between Frontier
Communications of the West, Inc. on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("Frontier"). a California
corporation located at 00 Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000 and Financial
Intranet ("Fl" or 'Purchaser"), a Nevada corporation with its principal place of
business located at 000 Xxx Xxxx Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000
(hereinafter, Frontier and Fl may be referred to in the aggregate as "Parties"',
and each singularly as a "Party".)
PURPOSE
The Parties are telecommunications carriers subject to the Communications Act of
1934, as amended, as well as the Telecommunications Act of 1996. Fl desires to
purchase network transport and other telecommunication services from Frontier
for El's resale to its customers. For valuable consideration, receipt of which
is hereby acknowledged, the Parties hereto agree as follows:
1. SERVICES; FORECASTS: PIU CERTIFICATION~ SERVICE ORDERS:
1.1 Frontier shall, in accordance with this Agreement, provide to El
those services Fl subscribes to hereunder as defined and identified
herein and on exhibits, schedules and other attachments appended
hereto and made a port of this Agreement from time to time by the
Parties (collectively, the "Exhibits"). Aft such services being
provided under the Exhibits are collectively referred to as the
"Services" and individually as a "Service".
1.2 Network performance is a function of carrier network engineering and
Frontier will be dependent in significant part upon FI's forecasts
and projections as it configures. engineers and augments its network
for optimum performance and to effectively handle Fl's anticipated
traffic volumes. Frontier expects that El has identified such traffic
volumes for the usage~-based Services over the term of this Agreement
and therefore Fl shall provide Frontier with good faith forecasts of
Fl's expected monthly traffic volume and geographic distribution for
each usage-based Service over a three month period. Forecasts shall
be provided at least 90 days in advance of the forecasted period (and
updated more frequently if a submitted forecast is no longer
accurate). The initial forecast shall be provided prior to or on the
Effective Date of this Agreement. Forecasts shall be in the format
supplied by Frontier, which format Frontier may revise from time to
time during the term hereof. Provision of Services is contingent on
the availability of Frontier facilities.
1.3 With respect to; (i) outbound Services originating on dedicated
facilities and terminated by Frontier on switched facilities (and for
which ANIs are not passed to Frontier), and ( ii) toll-free Services
originating on switched facilities and terminated by Frontier on
dedicated facilities, Fl shall provide a good faith certification as
to its percentage of interstate usage ("PIU') for its minutes of
usage ("MOU") forecasted under Section 1.2 hereof. The initial
certification shall be provided prior to or on The Effective Date of
this Agreement and updated when requested by Frontier. The
certification shall be in the format supplied by Frontier, which
format Frontier may revise from time to time during the term hereof.
1.4 Orders for! the Services shall be transmitted and processed in
accordance with Frontier's then-current, standard order procedures
and guidelines, as well as any procedures set out in the applicable
Exhibit for a specific Service (as such procedures and guidelines may
be modified from time to time by Frontier upon prior written notice
to Fl).
1.5 Terms, conditions and guidelines for call detail records and
electronic data exchange are
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set out in the attached Exhibit C (as such terms, conditions and
guidelines may be modified from time to time by Frontier upon prior
written notice to Fl).
2. TERM OF THE AGREEMENT:
2.1 INITIAL TERM; This Agreement is effective and the Parties'
obligations commence upon the date of execution by Frontier
("Effective Date") and continues in effect for a period of two (2)
years ("Initial Term") from the earlier of the date switchless
Service is first utilized by FI(as determined by Frontier's records),
or the 90th day after the Effective Date, which date shall be deemed
the "Start of Service Date".
2.2 AUTOMATIC RENEWAL: This Agreement renews automatically for successive
one year periods at the expiration of the Initial Term, unless
otherwise canceled in accordance with the termination provisions of
this Agreement.
2.3 CANCELLATION: Either Party may terminate this Agreement upon
expiration of a term upon written notice given at least 90 days prior
to expiration of the then-current term.
2.4 The Parties acknowledge and agree that, except with respect to
termination of this Agreement for a Party's uncured breach,
termination of this Agreement may not apply to the Private Line
Services in accordance with Section 1.1 of the Private Line Services
Agreement.
3. BILLING AND PAYMENT: RATES AND CHARGES: SECURITY: MINIMUM CHARGES:
3.1 Fl shall pay Frontier for the Services at the rates, fees and charges
set forth below and in the applicable Exhibits. FL is liable for all
charges for the Services, including without limitation, any
fraudulent usage charges and short duration calls. If Fl is required
to provide security hereunder, then Frontier is not obligated to
accept orders, or provide or continue to provide any Services, until
the required security is received by Frontier. If Fl is an existing
customer of Frontier. the rates and charges set forth herein shall be
effective with Fl's first full Billing Cycle following the later of
the Effective Dote of this Agreement or the date Frontier receives
any security required hereunder.
3.2 Fl shall provide Frontier with security in the amount of $50,000 and
in the form of either a cash deposit or an irrevocable, stand-by
letter of credit from a financial institution and in a format
acceptable to Frontier. Fl shall be required to increase such letter
of credit to $100,000 within three months following the Start of
Service Date or upon attaining a monthly billed dollar usage amount
in excess of $25,000. whichever occurs first. Cash deposits shall
bear interest at the rate for telephone security deposits set by the
Public Utility/Service Commission in the state where Fl is
headquartered.
3.3 Fl's initial credit limit hereunder shall be $50,000. if Fl's charges
for the Services ore projected to exceed (based on Frontier's
measurement of Fl's daily usage run rate), or do exceed, its credit
limit, Frontier may require additional security of its choice from Fl
in an amount equal to two times Fl's highest Invoice over the prior
six month period (or such lesser period if this Agreement has not
been in effect for six months) as a condition to continuing to
provide the Services. In addition, if Fl is delinquent in payment of
an Invoice and Frontier does not have security from Fl in an amount
equal to two times Fl's highest Invoice over the prior six month
period (or such lesser period if this Agreement has not been in
effect for six months), Frontier may require additional security of
its choice from Fl in such amount. Any such additional security shall
be provided by Fl to Frontier within 48
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hours (if the security is to be other than a letter of credit and
within 10 Business Days if the security is to be a letter of credit)
from its receipt of Frontier's written request for additional
security.
3.4 Frontier agrees to take commercially reasonable efforts to invoice Fl
via facsimile on or about the fifth Business Day after the close of
each Billing Cycle for the Services and for any other sums due
Frontier ("Invoice").
3.5 Each Invoice shall be paid by Fl in immediately available U.S. funds
so that the payment is received by Frontier no later than thirty (30)
calendar days from the dote of the Invoice (the "Due Date]. The
Parties agree that (i) the Invoice date will be the same day the
Invoice is faxed to Fl. and (ii) the Invoice will be faxed on a
Business Day and followed by a confirmation copy sent by first class
U.S. mail. Any Invoice not properly disputed under Section 4 hereof
and not paid by the Due Date shall bear late payment fees at the rate
of 1-1/2% per month (or such lower amount as maybe required by law)
until paid. Further. Frontier may, without notice, immediately
suspend the Services, order processing and Fl's access to CDR and
Electronic Exchange if any Invoice not properly disputed under
Section 4 hereof is not paid by its Due Date.
3.6 Upon the six month anniversary of the Start of Service Date, Frontier
agrees to review FI's payment history and updated financial
statements as a means to determine, at its sole discretion, any
changes to Fl's future security requirements.
3.7 The Fl facsimile number and contact for purposes of this Section 3.
are 914693-5059, Attention: Xxxx Xxxx, Vice President of Finance. Fl
may change the facsimile number and contact upon written notice to
Frontier.
3.8 Fl agrees to pay to Frontier any and all local exchange carrier
("LEC") assessed charges (other than access charges otherwise
included under the pricing in this Agreement) and governmental and
regulatory charges or assessments levied upon Frontier as a result of
Services provided to Fl, such as but not limited to:
A. Pass-through charges mandated or permitted by regulatory agencies,
including but not limited to, payphone dial-around compensation
surcharges and PICC charges, plus any reasonable administrative
charge Frontier may establish for its wholesale customers for
administering such pass-through charges;
B. When Frontier is acting as the RespOrg, National Administrative
Services Center assessments (including any monthly recurring
charges) for toll-free Service installation;
C. Applicable ancillary fees and charges set out in the attached
Exhibit B, as the same may be modified from time to time by
Frontier upon written notice to Fl.
If Fl subscribes to a Service for which payphone surcharges would be
applicable, then in lieu of the payphone surcharge pass-through under
A. above, Frontier may agree, at its sole discretion, to permit Fl to
directly assume the responsibility and liability for the reporting
and payment of payphone surcharges in accordance with the terms of a
separate written agreement between the Parties. If such a separate
agreement is signed by the Parties and Fl does not comply with its
terms, Frontier may, notwithstanding such agreement, pass through
payphone dial-around surcharges in accordance with A. above and Fl
agrees to pay the same.
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3.9 Fl shall be liable for the following minimum usage charge(s)
commencing with Fl's Billing Cycle that starts in the third (3rd)
month following the Effective Date (the "Minimum Charge").
MINIMUM PERIOD MINIMUM CHARGE
-------------- --------------
Third (3rd.) month $10,000
Fourth (4th) month $10,000
Fifth (5th) month $10,000
Sixth (6th) month and each month thereafter $50.000
If during the Minimum Period Fl's net charges (after any available
discounts hereunder) for the Services are less than the Minimum
Charge. Fl shall pay the shortfall. Governmental assessments and
surcharges, non-recurring charges, operator assistance charges and
local loop and third party and regulatory pass-through charges are
not included when calculating the Minimum Charge. If this Agreement
is terminated prior to the time the Minimum Charge becomes effective
(other than termination by Fl for an uncured breach by Frontier), Fl
shall be liable far the amount described in Section 5.5 hereof.
3.10 Frontier may revise the rates, monthly recurring and other charges in
this Agreement and the Exhibits at any time upon written notice to
Fl. Unless a later effective date is otherwise stated in the notice,
domestic and offshore rates are effective within 30 days and
International rates are effective within seven days of the date of
Frontier's written notice. If the effective rate for a Service is
increased pursuant to this paragraph, then Fl may cancel the Service
subject to the rate increase upon written notice to Frontier given
within 30 days after Fl's receipt of the rate increase notice.
Cancellation of a Service under this paragraph includes a pro-rota
reduction in the Minimum Charge to adjust for the Service being
canceled. If a rate increase affects a portion of a Service that is
not severable from the entire Service Fl shall not be able to cancel
the affected portion, e.g. domestic outbound switched Service is not
cancelable as a result of a rate increase in directory assistance
calls (DA cannot be separately blocked); further, if the rate
increase affects traffic to a particular LATA or country, Fl may only
cancel Service to the particular LATA/country to the extent severable
by Frontier.
3.11 Fl agrees that any make up to minimum charges, shortfall charges and
surcharges for which it is liable under this Agreement are based on
agreed upon minimum commitments on its part and corresponding rate
concessions on Frontier's part, and are not penalties or
consequential or other damages under Section 7.3 hereof.
3.12 Fl agrees that a breach of any other agreement it may have with
Frontier or a Frontier Affiliate shall be deemed a material breach of
this Agreement.
4. BILLING DISPUTES:
Fl shall have the affirmative obligation of providing written notice of any
dispute with an Invoice within 90 days after receipt of the Invoice by Fl
(which notice shall include sufficient detail far Frontier to investigate
the dispute). Fl may withhold payment only on amounts so disputed within 30
Business Days after Fl's receipt of the Invoice. Fl may not withhold
payment of amounts disputed after such 30 Business Day period. If Fl does
not report a dispute with respect to an Invoice within the 90 day period,
Fl is deemed to have waived its dispute rights for that Invoice and to have
agreed to pay the same. Provided El has provided sufficient detail for
investigation of the dispute, Frontier will use reasonable efforts to
resolve and communicate its resolution of the dispute within 30 Business
Days of its receipt of the dispute notice. If the dispute is resolved in
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Frontier's favor any amounts to be paid by Fl shall be subject to the late
payment charges under Section 3.5 hereof retroactive to the Due Date of the
disputed Invoice. Notwithstanding anything herein to the contrary, Fl shall
not withhold any disputed amounts while its Frontier account is delinquent,
and claims of fraudulent usage shall not constitute a valid basis for a
dispute.
5. TERMINATION RIGHTS:
5.1 REGULATORY CHANGES: If the FCC. a state PUC or a court of competent
jurisdiction issues a rule, regulation, law or order which has the
effect of canceling, changing, or superseding any material term or
provision of this Agreement (collectively, "REGULATORY Requirement,
then this Agreement shall be deemed modified In such a way as the
Parties mutually agree is consistent with the form, intent and
purpose of this Agreement and is necessary to comply with such
REGULATORY Requirement. Should the Parties not be able to agree an
modifications necessary to comply with a REGULATORY Requirement
within 30 days after the REGULATORY Requirement s effective, then
upon written notice either Party may, to the extent practicable,
terminate that portion of this Agreement impacted by the REGULATORY
Requirement.
5.2 Either Party may terminate this Agreement upon the other Party's
insolvency, dissolution or cessation of business operations.
5.3 Frontier may, upon written notice, within, twenty-four hours
terminate this Agreement f or (i)) Fl's failure to pay any delinquent
Invoice, or (ii) to pay any security or additional security within
the time-frame required under this Agreement.
5.4 In the event of a breach of any material term or condition of this
Agreement by a Party (other than a failure to pay or provide security
which is covered under Section 5.3 above), the other Party may
terminate this Agreement upon 30 days written notice, unless the
breaching Party cures the breach during the 45 day period. A breach
that cannot be reasonably cured within a 45 day period may be
addressed by a written waiver of this paragraph signed by the Part
5.5 Upon any material breach by Fl not cured after expiration of all
applicable notice and cure periods, if any, Frontier may at its sole
option do any or all of the following:
A. Cease accepting or processing orders for Service and suspend
Service;
8. Cease all electronically and manually generated information and
reports (including any CDR not paid for by Fl);
C. Draw on any letter of credit, security deposit or other assurance
of payment and enforce any security interest provided by Fl;
D. Terminate this Agreement and Service without liability to
Frontier;
E. Collect from Fl an amount equal to the Minimum Charge for the
remaining portion of the unexpired term of this Agreement; and
F. Pursue such other legal or equitable remedy or relief as may be
appropriate.
6. TAXES AND ASSESSMENTS:
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Fl is responsible for the collection and remittance of all governmental
assessments, surcharges and fees pertaining to ifs resale of the Services
(other than taxes on Frontier's net income) (collectively, 'Taxes"). Fl
shall provide Frontier with, and maintain, valid and properly executed
certificate(s) of exemption for the Taxes, as applicable.
7. WARRANTIES AND LIMITATION OF LIABILITY:
7.1 Frontier warrants that the Services shall be provided on a digital
fiber optic network that meets the applicable technical standards
established for call transport by the telecommunications industry,
including BellCore publication #SRT-SV-002275, with a grade of
Service of P.01 and 557 signaling, where available. FRONTIER MAKES NO
OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TRANSMISSION,
EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
FUNCTION.
7.2 Fl AGREES THAT ITS SOLE REMEDY IN THE EVENT OF ANY BREACH OF THE
WARRANTIES DESCRIBED IN THIS SECTION 7 SHALL BE (I) WITH RESPECT TO
THE PRIVATE LINE SERVICES, THE OUTAGE CREDITS DESCRIBED IN THE
PRIVATE LINE SERVICES SCHEDULE; AND, (Ii) WITH RESPECT TO THE OTHER
SERVICES, TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5.4.
7.3 In no event shall either Party be liable to the other Party for
incidental and consequential damages, lass of goodwill, anticipated
profit, or other claims for indirect damages in any manner related to
this Agreement or the Services.
8. INDEMNIFICATION:
Each Party shall defend and indemnify the other Party and its directors,
officers, employees, representatives and agents from any and all claims,
taxes, penalties, interest, expenses, damages, lawsuits or other
liabilities (including without limitation, reasonable attorney fees and
court costs) relating to or arising out of (i) the operation of its
business, and (ii] its breach of this Agreement; provided, however,
Frontier shall not be liable and shall not be obligated to indemnify Fl,
and Fl shall defend and indemnify Frontier hereunder, for any claims by any
third party, including End-Users, with respect to services provided by Fl
which may incorporate any of Frontier's services.
9. REPRESENTATION:
The Parties acknowledge and agree that the relationship between them is
solely that of independent contractors. Neither Party, nor their respective
employees, agents or representatives, has any right, power or authority to
act or create any obligation, express or implied, on behalf of the other
Party.
10. FORCE MAJEURE:
Other than with respect to failure to make payments due hereunder, neither
Party shall be liable under this Agreement for delays, failures to perform,
damages, losses or destruction, or malfunction of any equipment, or any
consequence thereof, caused by, or due to fire, earthquake, flood, water,
the elements, third party labor disputes, utility curtailments, power
failures, explosions, civil disturbances, governmental actions, shortages
of equipment or supplies, unavailability of transportation, acts or
omissions of third parties, or any other cause beyond its reasonable
control.
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11. WAIVERS:
No waiver cit any term or condition of this Agreement shall be enforceable
unless it is in writing and signed by the Party against whom it is sought
to be charged. No failure or delay by either Party in exercising any right,
power or remedy will operate as a waiver of any such right, power or
remedy, unless otherwise provided herein. The waiver by either Party of any
of the covenants, conditions or agreements to be performed by the other or
any breach thereof shall not operate or be construed as a waiver of any
subsequent breach of any such covenant, condition or agreement.
12. ASSIGNMENT:
Neither Party may assign or transfer its rights or obligations under this
Agreement without the other Party's written consent, which consent may not
be unreasonably delayed or withheld, except that Frontier may assign this
Agreement to its Affiliates or successor-in-interest without Fl's consent.
Any assignment or transfer without the required consent is void.
13. CONFIDENTIALITY
13.1 Each Party agrees that all information furnished to it by the other
Party, or to which it has access under this Agreement, shall be
deemed the confidential and proprietary information or trade secrets
(collectively referred to as "Proprietary information") of the
Disclosing Party and shall remain the sole and exclusive property of
the Disclosing Party (the Party furnishing the Proprietary
Information referred to as the "Disclosing Party" and the other Party
referred to as the "Receiving Party"). Each Party shall treat the
Proprietary Information and the contents of this Agreement in a
confidential manner and, except to the extent necessary in connection
with the performance of its obligations under this Agreement, neither
Party may directly or indirectly disclose the same to anyone other
than its employees on a need to know basis and who agree to be bound
by the terms of this Section. without the written consent of the
Disclosing Party.
13.2 The confidentiality of obligations of this Section do not apply to
any portion of the Proprietary Information which is (i)) or becomes
public knowledge through no fault of the Receiving Party; (ii) in the
lawful possession of Receiving Party prior to disclosure to it by the
Disclosing Party (as confirmed by the Receiving Party's records);
(iii) disclosed to the Receiving Party without restriction on
disclosure by a person who has the lawful right to disclose the
information; or (iv) disclosed pursuant to the lawful requirements or
formal request of a governmental agency. If the Receiving Party is
requested or legally compelled by a governmental agency to disclose
any of the Proprietary information of the Disclosing Party. the
Receiving Party agrees that it will provide the Disclosing Party with
prompt written notice of such requests so that the Disclosing Party
has the opportunity to pursue its legal and equitable remedies
regarding potential disclosure.
13.3 Each Party acknowledges that its breach or threatened breach of this
Section may cause the Disclosing Party irreparable harm which would
not be adequately compensated by monetary damages. Accordingly, in
the event of any such breach or threatened breach, the Receiving
Party agrees that equitable relief, including temporary or permanent
injunctions, is an available remedy in addition to any legal remedies
to which the Disclosing Party may be entitled.
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13.4 Neither Party may use the name, logo, trade name, Service marks,
trade marks, or printed materials of the other Party, in any
promotional or advertising material, statement, document, press
release or broadcast without the prior written consent of the other
Party, which consent may be granted or withheld at the other Party's
sole discretion.
14. INTEGRATION:
This Agreement and all Exhibits, schedules and other attachments
incorporated herein, represent the entire agreement between the Parties
with respect to the subject matter hereof and supersede and merge all prior
agreements, promises, understandings, statements, representations,
warranties, indemnities and inducements to the making of this Agreement
relied upon by either Party, whether written or oral.
15. CONSTRUCTION:
The language used in this Agreement is deemed the language chosen by the
Parties to express their mutual intent. No rule of strict construction
shall be applied against either Party.
16. GOVERNING LAW:
Frontier currently maintains regional Service and operations centers to
support customer accounts in New York, California and Michigan. This
Agreement will be construed and enforced in accordance with the law of the
state where Fl's account is supported, as designated by Frontier in this
Agreement or as designated in Exhibits or amendments to this Agreement,
without regard to that state's choice of law principles. The Parties agree
that any action related to this Agreement shall be brought and maintained
only: (i) in the Superior court of the State of California for the County
of Santa Xxxxxxx, if the designated customer support center is located in
California; (ii) in a Federal or State court of competent jurisdiction
located in Monroe County, New York, if the designated customer support
center is located in New York; or (iii) in the Federal District Court for
the Eastern District of Michigan or a State court of competent jurisdiction
located in Oakland County, Michigan, if the designated customer support
center is located in Michigan. The Parties each consent to the jurisdiction
and venue of such courts and waive any right to object to such jurisdiction
and venue.
17. NOTICES:
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including Invoices)
shall be in writing and shall be deemed given: (i) when delivered in
person, (ii) 24 hours after deposit with an overnight delivery Service for
next day delivery, (ii) the same day when sent by facsimile transmission
during normal business hours. receipt confirmed by sender's equipment, or
(iii) three Business Days after deposit in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, and
addressed to the recipient Party at the address set forth below:
If to Frontier: Frontier Communications
000 Xxxxx Xxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx or Senior Vice President Carrier
Services
Facsimile #: (000)000-0000
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with a copy to: Frontier Communications
00 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Palak Manager, National Contract Admin.
Facsimile #: (000) 000-0000
If to Fl: Financial Intranet
000 Xxx Xxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx, President
Facsimile #: (000) 000-0000
18. COUNTERPARTS:
This Agreement may be executed in several counterparts, each of which shall
constitute an original, but all of which shall constitute one and the same
instrument.
19. COMPLIANCE WITH LAWS:
During the term of this Agreement, the Parties shall comply with all local,
state and federal laws and regulations applicable to this Agreement and to
their respective businesses. Further, each Party shall obtain, file and
maintain any tariffs, permits, certifications, authorizations, licenses or
similar documentation as may be required by the FCC, a state Public Utility
or Service Commission, or any other governmental body or agency having
jurisdiction over its business ("Authorizations"). Upon the request of a
Party, which request shall be no more frequent than once every six months
(unless based an a request or an order of a governmental body or agency
having jurisdiction over either Party). the other Party will provide copies
of the requested Authorizations.
20. THIRD PARTIES:
The provisions of this Agreement and the rights and obligations created
hereunder are intended for the sole benefit of Frontier and Fl. and do not
create any right, claim or benefit on the part of any person not a Party to
this Agreement, including End-Users.
21. SURVIVAL OF PROVISIONS:
Any obligations of the Parties relating to monies owed, as well as those
provisions relating to confidentiality, limitations on liability and
indemnification, shall survive termination of this Agreement.
22. UNENFORCEABILITY OF PROVISIONS
The illegality or unenforceability of any provision of this Agreement does
not affect the legality or enforceability of any other provision or
portion. If any provision or portion of this Agreement is deemed illegal or
unenforceable for any reason, there shall be deemed to be made such minimum
change in such provision or portion as is necessary to make it valid and
enforceable as so modified.
23. CUMULATIVE RIGHTS AND REMEDIES:
Except as may otherwise be provided herein, the assertion by a Party of any
right or the obtaining of any remedy hereunder shall not preclude such
Party from asserting or obtaining any other right or remedy, at law or in
equity. hereunder,
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24. AMENDMENTS:
This Agreement is voidable by Frontier if the text is modified by Fl
without the written or initialed consent of a Frontier Vice President.
Except as may otherwise be provided herein, any amendments or modifications
to this Agreement must be in writing and signed by a Frontier Vice
President (or higher level officer) and an authorized officer of Fl.
25. AUTHORITY
Each individual executing below on behalf of a Party hereby represents and
warrants to the other Party that such individual is duly authorized to so
execute, and to deliver, this Agreement. By its signature below, each Party
acknowledges and agrees that sufficient allowance has been made for review
of this Agreement by respective counsel and that each Party has been
advised by its legal counsel as to its legal rights, duties and obligations
under this Agreement.
26. NON-SOLICITATION
Fl agrees that while this Agreement is in effect, and for a period of 12
months following expiration or termination of this Agreement, neither it
nor its representatives will directly or indirectly solicit Frontier
employees to leave their employment with Frontier.
Frontier Communications of the West, Inc. Financial Intranet
By: By: /s/Xxxxxxx Xxxxxxxx, President
------------------------------------------- -------------------------------
Xxxxx X. Xxxxxxxxxxx, Senior Vice President Xxxxxxx Xxxxxxxx, President
Frontier Carrier Services Group
Date:______________________ Date: 4/12/99
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Exhibit A
Page 1 of 3
DEFINITIONS
(not otherwise defined in the body of the Agreement or an Exhibit)
1. Frontier Toll-free Numbers are toll-free telephone numbers ordered onto the
Frontier network by Fl and for which Frontier has either (i)) been
appointed the RespOrg. or (ii) reserved and issued the toll-free telephone
number to Fl. Frontier shall be deemed to be the RespOrg for all toll-free
telephone numbers reserved and issued by it under (ii) above.
2. ANI is an End-User telephone line used for outbound switched Services.
3. BILLING Cycle is the Frontier BILLING cycle to which Fl's account hereunder
is assigned by Frontier (a full BILLING cycle approximates 30 days).
4. Business Day is Monday through Friday, 8:00 am to 5:00 PM EST, excluding
nationally recognized holidays. Unless otherwise stated, "days" refers to
calendar days.
5. Presubscribed means that an End-User's ANI(s) has been assigned by the LEC
to Frontiers network via Frontiers CIC.
6. Carrier Toll-free Numbers ore toll-free telephone numbers ordered onto the
Frontier network by Fl for which a party other than Frontier or Fl has been
appointed the RespOrg.
7. Code is a calling card authorization number used to access the Calling Card
Services.
8. Fl Toll-free Numbers are toll-free telephone numbers ordered onto the
Frontier network by Fl for which Fl has been appointed the RespOrg.
9. End-Users are customers of Fl receiving any of the Services hereunder. To
the extent that Fl subscribes to the Services for its own use. Fl is deemed
to be on End-User.
10. Toll-tree Numbers collectively refers to the Frontier Toll-free Numbers,
Carrier Toll-free Numbers, Fl Toll-free Numbers and PIN Toll-free Numbers.
11. Toll-free Number Guidelines refer to the telecommunications industry's
general rules with respect to toll-free number portability, including but
not limited to. (i) the Federal Communications Commission's ("FCC")
toll-free number portability policies and rules, (ii) the SMS Toll-free
requirements set forth in the Xxxx Operating Companies' Tariff FCC No. 1,
and (iii) the Toll-free DataBase Ad-Hoc Committee's Guidelines for
Toll-free DataBase. as all of the foregoing may be replaced or modified
from time to time.
12. PIN Toll-free Numbers are Frontier Toll-free Numbers assigned to Fl for use
with the Toll-free PIN Service.
13. RespOrg is a responsible organization as defined in the Guidelines. A
RespOrg is the entity that is responsible for managing and administering
the account records in the Toll-free Service Management System DataBase.
14. Time Point (TP) is the measurement method for call duration. P-l is the
"request for Service event": TP-6 is the "answer detected event"; TP-7 is
the "call disconnect event", Calls for all
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Exhibit A
Page 2 of 3
Services (other than dedicated carrier Toll-free transport) are measured at
TP-7 minus TP-6 times Three and divided by 60. Dedicated carrier Toll-free
calls are measured at TP-7 minus TP- 1.
15. Delinquent (whether capitalized or not) means any Invoiced amounts not
properly disputed under Section 4 of this Agreement and remaining unpaid on
the Invoice's Due Date.
16. Affiliate means any entity directly or indirectly controlling, controlled
by or under common control with a Party.
17. Calling Card SERVICES consist of coiling card traffic generated via Codes.
18. Toll-free PIN Service consists of inbound Switched Services combined with a
PIN Toll-free Number accessed via tour digit personal identification
numbers ("PIN Numbers") used by End-Users ("0000", "4663", "9675" and
"9999" are not available as PIN Numbers). The use of the PIN Numbers with a
PIN Toll-free Number permits multiple End-Users to utilize the same
toll-free telephone number on an individual basis. Toll-free Directory
Assistance is not available with the Toll-free PIN Service.
19. Toll-free Directory Assistance consists of calls made to directory
providers for assistance in locating a Frontier toll-free Number.
20. NOS Dedicated Services consist of: (i) End-User switched outbound long
distance traffic delivered to a Frontier Point of Presence ("POP") via
dedicated facilities and terminated over the Frontier network, and (ii)
switched toll-free traffic generated via Toll-free Numbers which traffic
originates on the Frontier network and is terminated by Frontier onto Fl's
or an End-User's dedicated facilities.
21. NOS Switched SERVICES consist of switched inbound and outbound long
distance traffic generated by End-Users that originates and terminates on
the Frontier network.
22. National Origination SERVICES ("NOS"): collectively includes the NOS
Switched Services, the NOS Dedicated Services and related toll-free and
international traffic.
23. Dedicated Xxxxxx Termination consists of switched outbound long distance
traffic delivered by Fl to a Frontier POP via dedicated facilities and
terminated over the Frontier network.
24. Dedicated Toll-free Transport consists of Frontier's routing of El's
toll-free calls originating on Frontier's network to Fl's facilities for
termination by Fl.
25. Domestic means the 48 contiguous United States.
26. Off-Shore means Alaska, Hawaii, Puerto Rico and the U.S. Virgin Islands.
27. Private Line SERVICES consist of point-to-point XX-0, XX-0, OC-3 and OC-12
circuit capacity provided over Frontier's SONET network.
28. Operator Services see Operator Services Schedule. Operator Services
specifically exclude calling card operator assistance calls made via Codes,
which are deemed to be part of the Calling Card Services.
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Exhibit A
Page 3 of 3
29. CIC(Carrier Identification Code): is a three or four digit number issued by
Bellcore and used by a LEC (and others) to identity a long distance
carrier.
30. Sub-CIC Service: consists of switched outbound long distance traffic
generated by End-Users that are PIC'd to Fl's CIC. Fl CIC is "translated"
or pointed at Frontier's Feature Group D trunks so that Fl's traffic
reaches the Frontier network via shared Feature Group D trunks.
31. Area Code Blocking: Provides the ability to block toll-free calls which
originate from certain area codes. End-Users can allow or disallow area
codes.
32. Area Code Routing: Provides End-Users the ability to route calls to a
predetermined location based on originating area code. Calls may be routed
to a maximum of 15 different numbers.
33. Time of Day Routing: provides End-User the ability to route calls to a
maximum of four (4) different locations based on time of day that the call
originates (in half hour increments).
34. Percent Call Allocation Routing: Provides End-Users the ability to route
calls to multiple centers (or ANIs) based on a predetermined percentage of
calls received as follows.
o 10 Locations, each receives 10% of calls
o 4 Locations, each receives 25% of calls
o 3 Locations, each receives 33% of calls
o 2 Locations, one receives 75% of calls, the other location 25%
o 2 Locations, one receives 90% of calls, the other 10%
35. 6-Digit Routing/Blocking: Provides End-User the ability to route or prevent
the completion of toll-free calls based on NPA-NXX.
36. 10-Digit routing/Blocking: Provides End-Users the ability to route or
prevent the completion of toll-free calls based on NPA-NXX-FI.
15