EXHIBIT 10.59
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
[LOGO]
[LETTERHEAD OF MCI]
MCI CARRIER SERVICES
MCI CARRIER AGREEMENT
ASSOCIATED COMMUNICATIONS COMPANIES OF AMERICA
[LOGO]
[LETTERHEAD MCI]
CARRIER AGREEMENT
TERMS AND CONDITIONS
This Carrier Agreement (the "Agreement") is between MCI TELECOMMUNICATIONS
CORPORATION ("MCI") and ASSOCIATED COMMUNICATIONS COMPANIES OF AMERICA (ACCA)
("Customer"), an association of carriers which are subject to the Communications
Act of 1934, as amended, with offices located at 000 Xxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000.
1. Scope of Agreement.
-------------------
(a) A Member of ACCA shall be referred to herein as ("Member(s)"). A list
of said Members is attached hereto as Exhibit A. Each Member must be a
signatory to this Agreement in order to receive the benefit of this
Agreement. New Members of ACCA shall be permitted to become a
signatory and receive the benefits of this Agreement with the written
consent of MCI, which consent shall not be unreasonably withheld.
(b) MCI shall provide to Customer certain specified domestic interstate
service(s), international services, and intrastate common carriage
service (s). For domestic interstate and international services, this
Agreement incorporates by reference the terms of MCI Tariff FCC No. 1
("Tariff"), which is on file with the Federal Communications
Commission and which may be modified from time to time by MCI in
accordance with law and thereby affect the service(s) furnished
Customer, except that the following terms and conditions shall
supplement or, to the extent inconsistent, supersede Tariff terms and
conditions and shall remain in effect throughout the Service Term. For
intrastate services, this Agreement incorporates by reference each
applicable state tariff filed by MCI, which may be modified by MCI
from time to time, and thereby affect the service(s) furnished
Customer. This Agreement is entered pursuant to Section 211(a) of the
Communications Act of 1934.
(c) Capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned to them in the Tariff.
2. Monthly Commitment.
-------------------
(a) During each monthly billing period of the Service Term (as defined in
Paragraph 15 below), Customer's Monthly Usage shall equal or exceed
[______________________________] per month ("Monthly Commitment").
MCI CONFIDENTIAL
As a part of Customer's Monthly Commitment, each Member shall have the
individual Monthly Usage Commitments associated with each Member's
name in Exhibit A (Member Monthly Commitment (s). Monthly Usage shall
mean Customer's usage of: (i) MCI Carrier Network Service, MCI Carrier
Operator Service, domestic interstate MCI PRISM I Service, MCI 800 DAL
Service, MCI Feature Card Service, MCI Directory Assistance, MCI
Terrestrial Digital Service 1.5 ("TDS 1.5"), MCI Terrestrial Digital
Service-45 ("TDS-45") and MCI Digital Private Line Service ("DS-0
Service")) (hereinafter "MCI Services") at the rates in Paragraphs 4
and 7 below or if no rates for MCI Services listed herein are set
forth, then at standard tariffed rates after application of tariffed
discounts, but not including any applicable taxes (and gross receipts
taxes) and tax-related surcharges on MCI Services; (ii) International
PRISM I Service and International 800 DAL Service at the rates in
Exhibit E (hereinafter "International Services"); and (iii)
intrastate MCI Services at standard tariffed rates after application
of any applicable tariffed discounts (hereinafter "Intrastate
Services"). For these services listed above, the charges for
Telefonica Larga Distancia de'Puerto Rico, Inc. (including those under
an agreement between TLD and MCI dated June 9, 1994) shall count.
(b) If Customer's Monthly Usage is less than the Monthly Commitment in a
month, for that month: (i) Customer will pay the Customer's actual
combined monthly recurring and usage charges for MCI services at
standard MCI tariffed rates (however, Members will continue to be
billed at the rates contained in this Agreement); and (ii) an
underutilization charge (which Customer agrees is reasonable) equal to
[______] of the difference between the Monthly Commitment
and Customer's Monthly Usage. All underutilization charges shall be
billed both to ACCA and to Members. ACCA shall be responsible for
paying all such underutilization charges. However, Customer's
liability under this Paragraph 2(b) shall be limited to the amount of
the Monthly Commitment. Members shall not be liable for
underutilization in any month that the overall Monthly Usage equals or
exceeds the Monthly Commitment.
(c) If in any monthly billing period during the Service Term, MCI
overbills any or all ACCA Members for services and subsequently
corrects that billing, reducing the amount of the xxxx(s) and if
Customer reduced its usage of MCI services as a direct result of such
overbilling, and if the usage reduction was reasonably calculated,
based on the overbilling, to maintain Customer's Monthly
MCI CONFIDENTIAL
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Commitment as required in Paragraph 2 (a), MCI shall not assess
underutilization charges for any month in which underutilization
charges are due until sixty (60) days from the date that MCI provides
rebill information that reduces the actual monthly usage below the
Monthly Commitment.
(d) At such time as Customer believes that it has met the [___________
___________________________] contract minimum usage requirement as
contained in Paragraph 15(b), Customer may inform MCI in writing that
it has projected the attainment of its minimum usage requirement. MCI
and Customer will, within ten (10) days, jointly agree in writing as
to the actual total usage as of a date certain, and MCI shall not
assess Customer underutilization charges for the difference between
the agreed upon actual total usage and a lesser amount that results
from a subsequent MCI rebilling, should a subsequent rebilling reduce
the actual total amount.
3. Carrier Network Service.
------------------------
(a) In order to be eligible to purchase MCI Carrier Network Service:
(1) Except in areas where service origination is not available from
access providers via a Carrier Identification Code ("CIC"),
Members must originate all traffic via Member's own CIC. Member
shall pay all charges associated with the installation of
Member's CIC in all Local Exchange Carrier ("LEC") end offices.
(2) Customer shall comply with Section 64.1100 of the FCC's Rules and
Regulations, as well as other applicable law or regulation
pertaining to the sale and delivery of telecommunications
service(s) to Member's enduser. MCI shall not be liable to
Member's enduser for any claim, liability or expense asserted by
those customers in connection with Member's sale or delivery of
such service(s), including the unauthorized conversion of a
customer's Primary Interexchange Carrier ("PIC") designation to
Member's CIC. In addition, Members shall indemnify and hold MCI
harmless from any actions, claims, suits or damages arising out
of Member's violation or alleged violation of any FCC or other
applicable law or state regulation, and Customer shall pay all
reasonable attorney fees and
MCI CONFIDENTIAL
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costs incurred by MCI in connection with such actions, claims,
suits or damages.
(3) Customer agrees that it or its Members will obtain and maintain
any and all approvals to resell MCI Carrier Network Service
hereunder from the FCC, including requirements imposed by Section
214 of the Communications Act of 1934, as amended, and state
regulatory bodies.
(4) Customer or its Members agree to sell and xxxx MCI Carrier
Network Service under its own name, identity or xxxx, and Member
further agrees not to reference MCI's name or marks in any
context involving its furnishing of service(s) to the public
except as provided herein. Member agrees to abide by the "Use of
Name Guidelines" contained in Exhibit F hereto. In reselling MCI
Services under this Agreement, Member will observe the highest .
standard of integrity and fair dealing with members of the
public. Furthermore, Member agrees to indemnify MCI for any
actions, claims, suits or damages arising out of any allegation
that if proved would cause Member to be in breach of this
provision and Member shall also pay all reasonable attorney's
fees and costs incurred by MCI due to any actions, claims, suits
or damages arising out of such allegation.
(5) Except as set forth in Paragraph 12(e) herein, Member shall have
sole responsibility for interacting with its endusers in all
matters pertaining to service, including the placing and handling
of service orders, service installation, operation and
termination, dispute handling and resolution, and billing and
collection matters. MCI shall incur no obligation, nor shall it
be deemed to have any obligation, to interact with Member's
endusers for any reason or purpose. Member shall cooperate with
MCI as necessary to address and resolve service-related issues
and problems and shall impose upon its endusers an obligation to
cooperate, with Member in addressing and resolving service-
related issues and problems.
(b) Without limitation, if any Member fails to abide by the requirements
in Xxxxxxxxxx 0(x)0, (x)0), (a)4), or any requirement in 3(a)2
excluding the unauthorized conversion of customer's PIC, MCI shall
provide Member written notice, and if Member fails to cure the default
in fifteen (15) days after receipt of written notice, MCI
MCI CONFIDENTIAL
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shall have the right to terminate the Carrier Network Services
provided in this Agreement to said Member.
If any Member fails to abide by the requirement in Paragraph 3(a)2 as
it relates to the unauthorized conversion of a customer's PIC, the
following shall apply:
Upon the second (2nd) finding by a court, the FCC or state commission
of an unauthorized conversion of a Member's enduser's PIC, such
finding shall be regarded as a material breach of the Carrier Network
Services portion of the Agreement, and MCI may terminate the Carrier
Network Services, upon five (5) days' written notice to Member. In
such case, MCI will provide Member up to six (6) months to convert
such traffic to another vendor; provided that however, during the six
(6) month period, upon a third (3rd) finding by a court, the FCC or
state commission of an unauthorized conversion of a Member's endusers
PIC, MCI may terminate the Carrier Network Services on five (5)
business days written notice for such Member.
(c) Customer agrees that MCI may use the National Leads Information System
("NLIS") or an appropriate internal MCI system to determine Working
Telephone Number ("WTN") historical data regarding MCI and non-MCI
PICs and Customer and its enduser understand that such systems are not
error free. MCI will not be liable to Members for errors made in
determining WTN in reliance on information contained in NLIS or
internal MCI systems.
(d) Customer understands and accepts that, as part of MCI's normal
business policy and practices and its obligations under law, MCI will
engage in extensive marketing efforts in attempt to sell its services
to the public and that such efforts will result in active competition
with Customer for the business of users who are Customer's customers
or prospects. Accordingly, Customer further understands and accepts
that such competition by MCI is in all respects fair and proper and
that Customer shall not complain, nor be heard to complain, of
business lost to MCI. Under no circumstance shall any inference be
derived that MCI's entry into this Agreement with Customer means that
MCI will restrict its efforts to compete against Customer in any way.
(e) Customer understands and accepts that no fiduciary relationship arises
by virtue of this Agreement and that, accordingly, MCI incurs none of
the obligations that arise in such relationship as an incident of its
MCI CONFIDENTIAL
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fulfilling its obligations under this Agreement. Further, Customer
understands and accepts that MCI is not an insurer of profits for
Customer, nor does MCI guarantee the success of Customer's business as
a result of Customer's receipt of service(s) under this Agreement.
(f) Member agrees that if its enduser makes a call using 1OXXX access
(utilizing Member's CIC), from an ANI which Member did not provide to
MCI to enter into MCI's Billing and Order Entry systems, MCI will xxxx
the call through the LEC at MCI tariffed rates, and MCI's name will
appear as the service provider on the LEC invoice. Furthermore,
Members agree its sales and marketing channels will only market 1OXXX
access as a dialing option from ANIs that the enduser had PIC'd to the
Member's CIC, in areas where the Member's CIC is pointed to MCI for
termination
4. Carrier Network Service Rates.
------------------------------
(a) INTERSTATE NON-DEDICATED RATES. For interstate non-dedicated Carrier
Network Service, except for international service for which Member
shall pay switched to switched base rates (Option G in the Tariff,
Section C3.073) subject to the discounts contained in Paragraph 4 (h),
and for as long as Customer achieves the Monthly Commitment, Member
will pay in addition to all installation charges, access and access-
related charges, applicable surcharges, taxes and tax-related charges,
the following non-distance sensitive "postalized" rate per minute as
determined by Customer's overall monthly usage:
Domestic Interstate Outbound
Monthly Usage Day Rate Non-Day Rate
------------- ----------- ---------------
Below [________] Tariff Tariff
[_________] [_____] [_____]
Domestic Interstate 800
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
Below [________] Tariff Tariff
[_________] [_____] [_____]
For purposes of Paragraph 2 (b), "Standard MCI tariffed rates" for
Carrier Network Services shall be deemed to be tariffed Option G
rates. Underutilization charges in Paragraph 2(b) shall also apply.
MCI CONFIDENTIAL
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(b) INTERSTATE DEDICATED RATES.
For domestic interstate switched outbound service originating via
dedicated access from Member's endusers location to an MCI point of
presence, except for service terminating to Alaska, Hawaii, Puerto
Rico or U.S. Virgin Islands, and for domestic interstate inbound
services terminating via dedicated egress from an MCI point of
presence to a Member's customer's location, except for service
originating from Alaska, Hawaii, Puerto Rico, and the U.S. Virgin
Islands, and for as long as Customer achieves the Monthly Commitment,
Member will pay in addition to all installation charges, access and
access-related charges, applicable surcharges, taxes and tax-related
charges, the following non-distance sensitive postalized rate per
minute as determined by Customer Monthly Usage.
Domestic Interstate Domestic Interstate
Monthly Usage Dedicated Outbound Dedicated Inbound
------------- ------------------ -----------------
Below [________] Tariff Tariff
[_________] [_____] [_____]
For purposes of Paragraph 2 (b), "Standard MCI Tariffed Rates" for
Carrier Network Services shall be deemed to be tariffed Option G
rates. Underutilization charges in Paragraph 2(b) shall also apply.
(c) INTERSTATE OUTBOUND - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO,
THE U.S. VIRGIN ISLANDS AND HAWAII. Member will pay interstate rates
at the switched to switched base rates Option G, Section C.3.0932 of
the Tariff with associated maximizer discounts in Paragraph 4 (h).
Member is not eligible for any other tariffed discounts on such
service.
(d) INTERSTATE 800 - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO, THE
U.S. VIRGIN ISLANDS AND HAWAII. Member will pay interstate rates at
the 800 Business Line Termination Rates Option F, Section C.3.08213 of
the Tariff with associated maximizer discounts in Paragraph 4 (h).
Member is not eligible for any other tariffed discounts on such
service.
(e) INTRASTATE RATES (Outbound). Member shall pay for outbound intrastate
service tariffed rates for switched to switched base rates in each
applicable MCI state tariff. The discounts contained in Paragraph 4(h)
will be supplemented by MCI with an additional discount of [______
____________]. The discounts will be calculated on all intrastate
outbound usage less taxes and tax-related surcharges. The resulting
amounts will be
MCI CONFIDENTIAL
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applied to Member's interstate usage only. Member is not eligible for
any other tariffed discounts on such service.
(f) INTRASTATE 800. For inbound intrastate service (800) Member will pay
the 800 Business Line Termination Base Rates in each applicable MCI
state tariff. MCI shall apply the maximizer discounts in Paragraph
4(h) and an additional discount of [_____] percent [___]. The
discounts will be calculated on all intrastate 800 usage less taxes
and tax-related surcharges. The resulting amounts will be applied to
Member's interstate usage only. Member is not eligible for any other
standard tariffed discounts on such service.
(g) INTERNATIONAL 800. For inbound international service (800), Member
will pay international switched to dedicated 800 rates at the Tariffed
800 Base Rates Option F, Section C.3.07314 with associated maximizer
discounts in Paragraph 4 (h). Member is not eligible for any other
standard tariffed discounts on such service.
(h) MARKETING MAXIMIZER DISCOUNTS. Member will receive an additional
discount on all usage of MCI Carrier Network Service less taxes and
tax-related surcharges based on the number of non-MCI ANIs or WTNs
(ANIs or WTNs that have not been PICed to MCI for at least the
previous ninety (90) days) that Member converts to MCI. Each month MCI
will calculate the overall cumulative total of non-MCI ANIs or WTNs
converted to MCI and then apply a discount to Member's usage as
follows:
Cumulative Percent of Percentage of
Converted non-MCI Usage Eligible
WTNs or ANIs for Discount Discount
--------------------- -------------- --------
[_________] [___] [___]
[____________] [___] [___]
[____________] [___] [___]
[____________] [___] [___]
[____________] [___] [___]
[____________] [___] [___]
5. ANI Management Responsibilities.
--------------------------------
On or before the thirtieth (30th) day after the close of the billing cycle,
MCI will provide Customer with a list of ANIs, including traffic minutes
and number of calls associated with ANIs associated with Customer's Carrier
Network Services Account ("MCI Active ANI List"). Within sixty (60) days
after Customer's receipt of the MCI Active ANI List, Customer shall
MCI CONFIDENTIAL
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provide to MCI, in writing, with a report of all ANIs in the billing cycle
covered by the MCI Active ANI List that were either: (1) ordered by
Customer to be added by MCI to the Customer's account, but which were not
added to Customer's Network Account; (2) on the MCI Active ANI list but
which Customer had requested be deleted; or (3) experienced zero (0) or
significantly reduced usage ("Customer ANI Report"). Customer shall
provide MCI with documentation establishing the ordering, deletion and
actual usage of each ANI contained in the Customer ANI Report. For any ANI
not timely included by Customer in the Customer ANI Report: (1) Customer
shall be liable to MCI for charges associated with said ANI; and (2) MCI
shall not be liable to Customer for any costs, claims or damages resulting
from failure to implement Customer's directions with respect to said ANI.
6. Detention Facilities.
---------------------
Member may not use MCI Carrier Network Services in conjunction with the
provision of communications services to any detention facility, including,
but not limited to, any local, state or federal prison.
7. Additional Rates.
-----------------
Subject to Paragraph 2 herein, Customer shall receive the following rates
during the Service Term for MCI services provided to Member at Type A
Locations as defined in MCI Tariff FCC No. 1 Section A, Definition of
Terms, Locations.
Rates set forth in this Paragraph 7 do not include charges for
installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges (including,
without limitation, access charges in the Tariff, which are additional).
Rates are in lieu of any discounts, promotions and credits otherwise
applicable pursuant to the Tariff.
As a promotional offering to Customer for executing this Agreement on or
before the date specified in Paragraph 26, MCI shall waive the monthly
recurring central office connection charges and access coordination charges
(subject to the condition below) for MCI's metered (usage sensitive) access
circuits installed prior to the Effective Date of this Agreement and
currently utilized by Member and for MCI metered access circuits installed
pursuant to this Agreement. Such waiver of charges shall be in effect for
the term of this Agreement, after which Member shall pay standard tariffed
rates for such circuits. Access coordination charges for metered access
circuits are only waived on Member-provided access circuits.
MCI CONFIDENTIAL
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(a) Domestic Interstate MCI PRISM I Service.
----------------------------------------
(1) Except as provided in Paragraph 7(a) (2) below, for domestic
interstate switched outbound service originating via dedicated
access to an MCI point of presence [except for service
terminating to Alaska, Hawaii, Puerto Rico and the U.S. Virgin
Islands for which Customer shall pay tariffed rates (less
applicable tariffed discounts) and less an additional [______
_____________], Customer will pay a non-distance sensitive
("postalized") rate per minute of [_____].
If a Member's monthly usage of PRISM I Service is more than [____
____________] Off-Peak and the PRISM I Subcommitment is achieved,
Member(s) shall receive the following postalized credits per
minute based on the Customer's total monthly usage:
Total Monthly Usage Credit
------------------- -------
[_________] [_____]
(2) (i) As a part of the overall Monthly Commitment contained in
Paragraph 2, Customer will purchase from MCI at least [____
_______________] Dollars [________] of domestic interstate MCI
PRISM I Service (net of taxes and tax-related surcharges.)
(hereafter PRISM I Subcommitment). The PRISM I Subcommitment
shall be measured at the rates in 7(a) (1) and 7(a) (2) (i) based
on [______________________] minutes in a billing month being
attained. If Customer meets the PRISM I Subcommitment, and if
Customer's domestic interstate MCI PRISM I Service minutes to the
NPA's in this Paragraph 7(a) (2) (i) in a month exceed [__
___________________], Customer shall receive a [_____] postalized
rate per minute for domestic interstate MCI PRISM I Service
terminating in the following Number Plan Area Codes (NPAS). If
Customer meets the PRISM I Subcommitment and if Customer's
domestic interstate MCI PRISM I Service minutes to the NPA's in
this Paragraph 7(a) (2) (i) in a month is between [___________
________________________________] and [____________________],
Customer shall receive a [_____] postalized rate per minute for
domestic interstate MCI PRISM I Service terminating in the
following NPAs or such NPA that results from a NPA split or
overlay to one of the following NPAs.
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State Major City NPA
-------------- --------------- ---
California Los Angeles 213
California Los Angeles 310
California San Francisco 415
California San Francisco 510
California Sacramento 000
Xxxxxxxx Xxxxxxx 000
XX Xxxxxxxxxx 202
Georgia Atlanta 404
Utah Xxxx Xxxx Xxxx 000
Xxxxxxxx Xxxxxx 303
Michigan Detroit 000
Xxxxxxxx Xxxxx Xxxxxx 000
Xxxxx Xxxxxxxx Xxxxxxxxx 704
810
610
630
540
770
(2) (ii) If Customer meets the PRISM I Subcommitment, and if Customer's
domestic interstate MCI PRISM I Service minutes to the NPA's in
Paragraph 7(a) (2) (i) in a month is below [________________________
___________________], Customer shall receive a [_____] postalized rate
per minute for domestic interstate MCI PRISM I Service terminating in
the NPA's in Paragraph 7(a) (2) (i).
(3) If Customer fails to meet the PRISM I Subcommitment in a month,
Customer shall pay the amount billed for domestic interstate PRISM I
Service and the difference between that amount and [____________
__________________________] (however, Members will continue to be
billed at the rates contained in this Agreement).
(4) Customer will pay, in addition to all applicable taxes and tax related
surcharges, the postalized rate per minute of [___________________]
for all MCI PRISM I Service terminating in Canada.
(5) For Mexican International PRISM I Service traffic originating via
dedicated access, Customer will pay the following postalized rate per
minute for the U.S. portion and MCI tariffed rates for the Mexican
portion of the Mexican PRISM I Service with an additional discount as
provided below:
MCI CONFIDENTIAL
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U.S. Rate Mexico
Per Minute Discount
---------- --------
[_____] [__]
(b) Domestic Interstate MCI 800 DAL Service.
--------------------------- ------------
(1) As part of the overall Monthly Commitment contained in Paragraph 2,
Customer will purchase from MCI at least [___________________] Dollars
[________] of domestic interstate MCI 800 DAL Service (net of taxes and
tax-related surcharges) ("800 DAL Subcommitment"). The 800 DAL
Subcommitment shall be measured at the rates in Paragraphs 7(b) (2) and
7(b) (3). Customer shall receive the rates in 7(b) (2) and 7(b) (3)
below if Customer meet the 800 DAL Subcommitment. If Customer fails to
meet the 800 DAL Subcommitment, Customer shall pay tariffed rates for
interstate MCI 800 DAL service. However, Customer's liability under
this Paragraph 7(b) (1) shall be limited to the amount of the 800 DAL
Subcommitment. All charges under this Paragraph 7(b) (1) shall be
billed to ACCA and to Members, and Members will continue to be billed
at the rates contained in this Agreement. ACCA shall be responsible for
paying all such underutilization charges.
(2) Except as provided in Paragraph 7(b) (3) below, for domestic interstate
inbound services terminating via dedicated access from an MCI point of
presence, [except for service originating from Alaska, Hawaii,
Puerto Rico and the U.S. Virgin Islands for which Member shall pay
tariffed rates (less applicable tariffed discounts) and less an
additional [_____] percent [____], Customer will pay a [_____]
postalized per minute rate.
(3) Customer shall receive a [______] postalized rate per minute for
domestic interstate MCI DAL Service originating in the following Number
Plan Area Codes ("NPAs") or such NPA that results from a NPA split or
overlay to one of the following NPAs.
State Major City NPA
---------- ---------- ---
Arizona Tucson 520
Arizona All Other 602
California Irvine 714
California Los Angeles 909
California Los Angeles 310
MCI CONFIDENTIAL
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California Los Angeles 213
California Oakland 510
California Sacramento 916
California San Diego 619
California San Francisco 415
California San Xxxx 408
California Xxxxxxx Oaks 818
DC All 202
Delaware All 302
Iowa Cedar Rapids 000
Xxxx Xxx Xxxxxx 000
Xxxxxxxx Xxxxxxxxx 000
Xxxxxxxx Xxxxxxxxx 000
Xxxxxxxx Xx. Xxxxx 000
Xxx Xxxxxx Newark 201
Pennsylvania Philadelphia 000
Xxxxxxxxxxxx Xxxxxxxxxx 000
Xxxxxxxx Xxxxxxxxx 000
Xxxxxxxx Xxxxxxxx 000
Xxxx Xxxxxxxx All 304
Illinois Chicago 312
Illinois Chicago 000
Xxxxxxx Xxxxxxxxxxxx 000
Xxxxxxxx Xxxxxxx 000
Xxxx Xxxxxxxxx 216
Ohio Columbus 614
Ohio Cincinnati 513
Ohio Toledo 419
Wisconsin Milwaukee 414
Alabama All 000
Xxxxxxx Xxxxx 305
Florida Tampa 000
Xxxxxxx Xxxxxxxxxxxx 000
Xxxxxxx Xxxxxxx 404
Kentucky Louisville 000
Xxxxxxxxx Xxx Xxxxxxx 000
Xxxxxxxxxxx All 601
North Carolina Raleigh 000
Xxxxx Xxxxxxxx Xxxxxxxxx 000
Xxxxx Xxxxxxxx All 803
Tennessee Nashville 615
Texas Brownsville 000
Xxxxx Xxxxxx 000
Xxxxx Xxxxxxx 281
Texas Austin 000
Xxxxx Xxxxxxx 713
910
810
610
630
334
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954
941
540
770
(4) The above rates for MCI DAL Service do not include any feature
charges described in the Tariff, including, but not limited to, any
800 Service Management System ("SMS") charges or RESP ORG charges,
which are additional in the event that any such services are provided
by MCI to Customer.
(5) Customer will receive the maximum discount associated with VIP
Plus at the three (3) year and [_____________________________________]
annual commitment level and on MOD on all MCI 800 DAL Service usage
originating in Canada.
(c) Domestic Interstate Digital Private Line (DS-O) Service, TDS 1.5 Service,
-------------------------------------------------------------------------
and TDS-45 Service.
-------------------
(1) As part of Customer's overall Monthly Commitment, Customer agrees that
during each month of the Service Term Customer's interoffice channel
(IOC) charges for DS-O, TDS 1.5 and TDS-45 shall exceed [_____________
_______] Dollars [_________] (net of taxes and tax-related
surcharges) (hereinafter "Private Line Billing Tier Threshold").
This threshold shall be measured at the rates contained in Paragraph
7(c) (2).
If Customer meets the Private Line Billing Tier Threshold, Customer
shall pay the rates in Paragraph 7(c) (2) and if Customer fails to
meet the Private Line Billing Tier Threshold, Member shall pay the
rates in Paragraph 7(c) (3) below.
(2) For domestic interstate DS-O Service, Customer will pay a IOC monthly
charge per DS-O circuit mile of [___].
For domestic interstate TDS 1.5 service, Customer will pay a IOC
charge per DS-O circuit mile of [_____].
For domestic interstate TDS-45 service, Customer will pay a IOC
monthly charge per DS-O circuit mile of [____].
MCI CONFIDENTIAL
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In addition to the postalized rates in this Paragraph (c) (2),
Customer will receive a [________________] percent [____] discount on
the rates.
In addition, Member shall receive an additional discount of [___]
percent [__] on its IOC monthly charges of TDS-45 Service if Member
orders and installs three (3) or more TDS-45 circuits between the same
city pairs. The [__] percent [__] discount shall apply only to the
TDS-45 circuits that meet the conditions in the preceding sentence.
(3) (i) For domestic interstate DS-O, TDS 1.5 and TDS-45 Service, when
the average circuit length is one hundred (100) miles or more as
determined by: (1) averaging all of a Member's circuits of each
circuit type; or (2) all of Customer's circuits of a circuit type
if a Member's average of either circuit type is below one hundred
(100) miles, Member may elect to pay, in addition to all
applicable federal, state and local taxes and surcharges, the
following IOC monthly charge per circuit:
Total Monthly charge Monthly charge Monthly Charge
Monthly for DS-O Per for TDS 1.5 Per for TDS-45 Per
Usage Circuit Mile Circuit Mile Circuit Mile
---------------- -------------- --------------- --------------
[____________] [____] [____] [____]
[________] [____] [_____] [_____]
(ii) If the above circuit miles as determined in Paragraph 7(c) (3)
(i) above, fall below one hundred (100), Member shall pay the
greater of the rates contained above or [_________] Dollars
[______] per DS-O circuit, [____________________] Dollars [____]
per TDS 1.5 circuit and [_________________________] Dollars
[______] per TDS-45 circuit.
(iii) For circuits installed under this Agreement, in lieu of the rates
determined in 7(c) (3) (i) and 7(c) (3) (ii), a Member may elect
to pay for domestic interstate TDS 1.5 Service, by paying the
greater of: (i) Member's actual usage of domestic interstate TDS
1.5 Service at the rate in the Schedules above in Paragraph 7(c)
(3) (i) plus a [_] percent [___] surcharge; or (ii) [__________
_____________________] per circuit. For domestic interstate TDS-
45 Service, Member may elect to pay MCI on a monthly basis the
greater of: (i) Member's
MCI CONFIDENTIAL
- 15 -
actual usage of TDS-45 Service at the rate in the Schedules above
in Paragraph 7(c) (3) (i) plus a [_] percent [___] surcharge; or
(ii) [______________________________] Dollars [______] per
circuit. Circuits which are priced at Customer's election under
this Paragraph shall not be considered in the circuit average
calculation in Paragraph 7(c) (3) (i) and 7(c) (3) (ii) above.
*Members may elect the rate treatment of their MCI Private Lines
contained in Paragraphs 7(c) (3) (i) and 7(c) (3) (iii) only once
during the Service Term.
(iv) If Customer's total MCI Private Line Usage exceeds [__________
_________________] Dollars [________] in a month, but is less
than [__________________] Dollars [________] in a month, all MCI
Private Line rates will be reduced by [________________] percent
[____] for that month.
(v) Customer's monthly usage of DS-O Service may not exceed [_____]
percent [___] of Customer's total monthly usage of domestic MCI
Private Line Services. In the event Customer's monthly usage of
DS-O Service exceeds [____] percent [___] of Customer's total
monthly usage of domestic MCI Private Lines Services, Customer
shall pay [___] Cents [______] per circuit mile for its usage in
excess of [____] percent [___] of MCI Private Line Services.
(4) The following provisions shall apply for DS-O, TDS 1.5 and TDS-45
service:
(i) The rates for domestic interstate DS-O, TDS 1.5 and TDS-45
Service provided herein are in lieu of any rates, charges and
discounts available from MCI for the IOC portion of such service
including, without limitation, the Network Pricing Plan(s)
specified in the Tariff.
(ii) The pricing for domestic interstate DS-O, TDS 1.5 and TDS-45
Service shall only apply to circuits having [_] or more domestic
interstate traffic.
MCI CONFIDENTIAL
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(iii) Rates for domestic interstate DS-O, TDS 1.5 and TDS-45 Services
are based on a least mileage routing and the mileage per route is
determined by using the airline mileage between the two
applicable MCI Dedicated Leased Line cities in accordance with
the calculation as set forth in Section C-11, Table I, Part A of
the Tariff. The domestic interstate DS-O, TDS 1.5, and TDS-45
services in this Agreement shall apply to circuits currently
installed and where MCI has received and accepted a firm order on
or before July 31, 1995. For circuits where MCI has not received
and accepted a firm order on or before July 31, 1995, if MCI
leases all or a portion of the DS-O, TDS 1.5, or TDS-45
facilities, MCI may elect to provide a rate different than the
rates in this Agreement. Customer may purchase the DS-O, TDS 1.5,
or. TDS-45 service from another vendor if MCI offers a rate
different than the rates in this Agreement
(iv) MCI shall waive the M13 multiplex charges as the charges are
described in the Tariff.
(v) MCI shall waive the Echo control charges as the charges are
described in the Tariff.
(vi) MCI agrees to waive the Access Coordination (AC) charges and
monthly recurring Central Office Connection charges contained in
the Tariff for MCI network circuits on Customer provided
access.
(vii) The Rates for Domestic interstate DS-O, TDS 1.5 and TDS-45
circuits shall also apply to the Domestic portion of cross border
circuits to Canada.
(d) Domestic Interstate Directorv Assistance.
-----------------------------------------
For domestic interstate Directory Assistance, Customer will pay, in
addition to all applicable federal, state and local taxes and surcharges,
[___] per call for calls to the following NPAs (or such NPA that results
from a NPA split or overlay to one of the following NPAs) so long as
Customer's Monthly Usage exceeds [______________________________] Dollars
[__________].
MCI CONFIDENTIAL
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Area Area
State Code State Code
--------------- ---- ----------- ----
Alabama 205 Nevada 702
Connecticut 203 Xxx Xxxxxxxxx 000
Xxxxxxx 000 Xxx Xxxx 518
706 212
404 718
Illinois 217 716
312 607
618 516
708 914
815 315
Indiana 812 North Carolina 704
219 919
317 910
Kentucky 606 Ohio 216
502 513
Louisiana 504 614
318 419
Maine 207 Xxxxx Xxxxxx 000
Xxxxxxxxxxxxx 000 Xxxxx Xxxxxxxx 000
413 Tennessee 615
508 901
Michigan 313 Vermont 802
616 Wisconsin 608
906 715
517 414
Mississippi 601 ---
810
630
334
770
If Customer's Monthly Usage fails to exceed [_____________________________
____________________________], for domestic interstate Directory
Assistance, Customer will pay, in addition to all federal, state and local
taxes and surcharges, [_______] Cents [_____] per call for calls to the
above NPAs.
For domestic interstate Directory Assistance, Customer shall pay, in
addition to all federal, state and local taxes and surcharges, [_________]
Cents [_____] per call for calls that are not to the above NPAs.
(e) MCI Carrier Operator Services.
------------------------------
Customer shall receive the rates, service terms and conditions for MCI
Carrier Operator Services as set forth in Exhibit B to this Agreement.
MCI CONFIDENTIAL
-18-
(f) MCI Feature Card
----------------
Customer shall receive the rates in Exhibit C for MCI Feature Card.
(g) Wholesale Debit Card.
---------------------
(1) Each Member shall be entitled to utilize MCI for the debit card
platform and transport of Customer's domestic interstate and
international termination debit card traffic.
Each Member shall pay a rate per unit as indicated in the schedule
below based on the number of debit card units purchased in the
individual Member's order. Debit Card Units is defined in MCI Tariff
F.C.C. No. 1. The rate per unit includes access to the MCI debit card
platform, transport, order entry and debit card activation.
Units in Member's Order Rate per Unit
----------------------------- --------------
[_________________] [______]
[___________________________] [______]
[___________________________] [______]
[___________________________] [______]
[______________] [______]
(2) Debit card units will only be reduced by the Debit Card Units utilized
by completed calls (calls that are answered at the ultimate
destination).
(3) The number of Debit Card Units per minute for a domestic and
international call shall be provided in MCI Tariff F.C.C. No. 1.
(4) In addition to the above rates, Member shall pay an additional [__
______] Dollar [____] charge for each customized script identifying
Member to its end-users.
(5) Member shall be solely responsible for all card fulfillment, Member
service and any operator services.
(6) Member shall not include MCI's name or logo on any Member debit card.
MCI CONFIDENTIAL
-19-
(h) Switched 56Kbps Service.
------------------------
For switched 56Kbps Service (currently Option H, MCI PRISM I, Section C-
3.1036 in MCI Tariff F.C.C. No. 1), [except for service terminating to
Alaska, Hawaii, Puerto Rico and the U.S. Virgin Islands for which Customer
shall pay tariffed rates less applicable Tariffed discounts (and less an
additional [_____] percent [___] discount), Customer will pay a [________]
non-distance sensitive postalized rate per minute. The [_____] percent
[___] discount and [_____] rate referenced above apply only to switched
56Kbps Service minutes that are less than [____] percent [___] of
Customer's total monthly MCI PRISM I service minutes. All switched 56Kbps
service minutes that exceed [____] percent [___] of Customer's total
monthly MCI PRISM I Service minutes shall be rated at standard tariffed
rates and neither the [_____] percent [___] nor [_____] rate shall apply.
(i) Customer shall receive the rates for international PRISM I and
international 800 service in Exhibit E.
(j) Domestic Interstate Virtual DS-3.
---------------------------------
Conditions:
(1) MCI's Business Development Department authorizes in writing the
application of this Paragraph 7(j).
(2) Member shall submit in writing a request for TDS-45 service that is
rejected by MCI's Operations Department on MCI Mail due to capacity
limitations.
(3) MCI's Operations Department must commit via MCI Mail that TDS-45
capacity shall be available for the Member within twelve (12) months
after the TDS-45 service was rejected pursuant to item (2) above.
(4) The pricing in this Paragraph 7(j) applies for no more than twelve
(12) months. At the end of twelve (12) months, Member shall order MCI
TDS-45 service or the TDS 1.5 rates shall apply.
(5) Member shall install no more than [________________] TDS 1.5 circuits.
Such TDS 1.5 circuits shall be ordered and installed between the same
city pairs.
(6) The domestic interstate DS-O, TDS 1.5, and TDS-45 services in this
Agreement shall apply to circuits currently installed and where MCI
has received and
MCI CONFIDENTIAL
-20-
accepted a firm order on or before July 31, 1995. For circuits where
MCI has not received and accepted a firm order on or before July
31, 1995, if MCI leases all or a portion of the DS-O, TDS 1.5, or TDS-
45 facilities, MCI may elect to provide a rate different than the
rates in this Agreement. Customer may purchase the DS-O, TDS 1.5, or
TDS-45 service from another vendor if MCI offers a rate different than
the rates in this Agreement.
If Customer meets each of the above conditions, for domestic interstate TDS
1.5 service, Customer shall pay [______] per TDS-45 mile associated with
TDS-45 service.
(k) Remote Origination Service.
---------------------------
(1) Member(s) may originate a limited amount of domestic interstate
switched outbound traffic over MCI's network via MCI PRISM Plus
Service in areas in which Members do not have a Point of Presence
("Remote Origination Service"); provided that Member(s) qualifies
as set forth herein.
(2) To qualify, Members must hold resale common carrier certificates, to
the extent required by law, in the states in which such service is to
be provided. All sales/marketing, customer service and billing
associated with the provision of such service to third parties must be
provided under Member's name.
(3) For Remote Origination Service, Members will pay, in addition to all
applicable taxes and tax-related surcharges,the postalized rate per
minute as follows:
Total Monthly Usage Rate
------------------- ----
[___________] [______]
[__________] [____]
*(Subject to the limitation contained in Paragraph 2(b) herein.)
(4) Location B fees do not apply to Remote Origination Service, except as
provided in subparagraph 5, immediately below.
(5) Member's monthly usage of Remote Origination Service in
minutes may not exceed [_____]percent [___] of Customer's total
monthly usage of domestic interstate PRISM I Service in minutes. In
the
MCI CONFIDENTIAL
-21-
event Customer's monthly usage of Remote Origination
Services in minutes exceeds [____] percent [___] of Customer's total
monthly usage of domestic interstate PRISM I Service in minutes,
Customer shall pay MCI PRISM Plus tariffed rates including, without
limitation, Location B fees, for its usage in excess of [____] percent
[___] of Remote Origination Service.
(1) Additional Credit/PRISM I.
--------------------------
Each month during the service term, MCI will apply an additional credit to
Member's domestic interstate MCI PRISM I service monthly usage charges
(exclusive of taxes, surcharges and pass-through access/egress (or
related) charges.) The credit will be in an amount equal to the total of
the applicable discount percentage in the schedule below times Member's
domestic intrastate MCI PRISM I monthly usage charges (exclusive of taxes,
surcharges and pass-through access/egress (or related) charges) at standard
tariffed rates after application of applicable tariffed discounts for the
corresponding state.
Discount Percentage
-------------------------
State Day Eve Night
----- ----- ----- -----
Alabama [___] [___] [___]
Arkansas [___] [___] [___]
Arizona [___] [___] [___]
California range 1 [___] [___] [___]
California range 2 [___] [___] [___]
California range 3 [___] [___] [___]
Colorado [___] [___] [___]
Connecticut [___] [___] [___]
Delaware [___] [___] [___]
Florida [___] [___] [___]
Georgia [___] [___] [___]
Iowa [___] [___] [___]
Idaho [___] [___] [___]
Illinois [___] [___] [___]
Indiana [___] [___] [___]
Kansas [___] [___] [___]
Kentucky [___] [___] [___]
Louisiana [___] [___] [___]
Massachusetts [___] [___] [___]
Maryland [___] [___] [___]
Maine [___] [___] [___]
Michigan [___] [___] [___]
Minnesota [___] [___] [___]
MCI CONFIDENTIAL
-22-
Missouri [___] [___] [___]
Mississippi [___] [___] [___]
Montana [___] [___] [___]
North Carolina [___] [___] [___]
North Dakota [___] [___] [___]
Nebraska [___] [___] [___]
New Hampshire [___] [___] [___]
New Jersey [___] [___] [___]
New Mexico [___] [___] [___]
Nevada [___] [___] [___]
New York [___] [___] [___]
Ohio [___] [___] [___]
Oklahoma [___] [___] [___]
Oregon [___] [___] [___]
Pennsylvania [___] [___] [___]
Rhode Island [___] [___] [___]
South Carolina [___] [___] [___]
South Dakota [___] [___] [___]
Tennessee [___] [___] [___]
Texas [___] [___] [___]
Utah [___] [___] [___]
Virginia [___] [___] [___]
Vermont [___] [___] [___]
Washington [___] [___] [___]
Wisconsin [___] [___] [___]
West Virginia [___] [___] [___]
Wyoming [___] [___] [___]
The credit in any month shall not exceed Member's domestic interstate MCI
PRISM I Service monthly usage charges (exclusive of taxes, surcharges and
pass-through access/egress (or related) charges) and may not be carried
forward to any subsequent month.
(m) Additional Credit/800 DAL Service.
----------------------------------
Each month during the service term, MCI will apply an additional credit to
Member's domestic interstate MCI 800 DAL Service monthly usage charges
(exclusive of taxes, surcharges, and pass-through access/egress (or
related) charges.) The credit will be in an amount equal to the total of
the applicable discount percentage in the schedule below times Member's
domestic intrastate MCI 800 DAL usage charges (exclusive of taxes,
surcharges and pass-through access/egress (or related) charges) at
standard tariffed rates after application of applicable tariffed discounts
for the corresponding state.
MCI CONFIDENTIAL
-23-
Discount Percentage
------------------------
State Day Eve Night
----- ----- ----- -----
California range 1 [____] [____] [____]
California range 2 [____] [____] [____]
California range 3 [____] [____] [____]
Georgia [____] [____] [____]
Indiana [____] [____] [____]
Maryland [____] [____] [____]
Massachusetts [____] [____] [____]
Michigan [____] [____] [____]
Mississippi [____] [____] [____]
New Jersey [____] [____] [____]
Oregon [____] [____] [____]
Virginia [____] [____] [____]
Washington [____] [____] [____]
Wisconsin [____] [____] [____]
Alabama [____] [____] [____]
Florida [____] [____] [____]
Iowa [____] [____] [____]
Louisiana [____] [____] [____]
Nebraska [____] [____] [____]
New York [____] [____] [____]
North Carolina [____] [____] [____]
Pennsylvania [____] [____] [____]
Utah [____] [____] [____]
West Virginia [____] [____] [____]
Arizona [____] [____] [____]
Connecticut [____] [____] [____]
Delaware [____] [____] [____]
Minnesota [____] [____] [____]
New Hampshire [____] [____] [____]
North Dakota [____] [____] [____]
South Carolina [____] [____] [____]
South Dakota [____] [____] [____]
Tennessee [____] [____] [____]
Montana [____] [____] [____]
Oklahoma [____] [____] [____]
Idaho [____] [____] [____]
New Mexico [____] [____] [____]
Vermont [____] [____] [____]
Arkansas [____] [____] [____]
Colorado [____] [____] [____]
Illinois [____] [____] [____]
Kansas [____] [____] [____]
Kentucky [____] [____] [____]
Maine [____] [____] [____]
Missouri [____] [____] [____]
Nevada [____] [____] [____]
Ohio [____] [____] [____]
MCI CONFIDENTIAL
-00-
Xxxxx Xxxxxx [____] [____] [____]
Texas [____] [____] [____]
Wyoming [____] [____] [____]
The credit in any month shall not exceed Member's domestic interstate MCI
800 DAL service monthly usage charges (exclusive of taxes, surcharges and
pass-through access/egress (or related) charges) and may not be carried
forward to any subsequent month.
(n) networkMCI Conferencing.
------------------------
(1) For the methods of domestic interstate networkMCI Conferencing
("Conferencing") specified below, Customer shall pay (in addition to
all applicable taxes and tax-related surcharges), the following
postalized per minute rates per bridge port used, with rounding to the
next higher full minute. The per minute rates shall include Tariff
set-up fees. Such rates for domestic interstate Conferencing are in
lieu of Tariff rates described in Section C.17211 and C.1741, and also
in lieu of any volume discounts. All other fees and charges for the
service shall be at Tariff rates.
(2) For Local Meet Me Service, Customer shall pay (in addition to all
applicable taxes and tax-related surcharges) the postalized rate of
[___] per minute per bridge port used, with rounding to the next
higher full minute.
(3) For Dial-Out Service and all Meet Me Services, other than Unattended
Meet Me Service, Customer shall pay (in addition to all applicable
taxes and tax-related surcharges), the following postalized per minute
rates per bridge port used, with rounding to the next higher full
minute.
Total Monthly Net Rate Per
Conferencing Usage Minute
------------------ ------
[________________] [_____]
[________________] [_____]
[________________] [_____]
[________________] [_____]
[________________] [_____]
[___________] [_____]
(4) For Unattended Meet Me Service, Customer shall pay (in addition to all
applicable taxes and tax-related surcharges), the following postalized
per
MCI CONFIDENTIAL
-25-
minute rates per bridge port used, with rounding to the next higher
full minute.
Total Monthly Net Rate Per
Conferencing Usage Minute
------------------ ------
[________________] [_____]
[________________] [_____]
[________________] [_____]
[________________] [_____]
[________________] [_____]
[___________] [_____]
(5) Member shall be solely responsible for providing and maintaining
customer service for the End Users of the Conferencing service. Member
shall provide an 800 number terminating to the Member's facility for
customer service and an 800 number terminating to MCI's Conference
Center for reservations only. MCI will not provide xxxx-back services
to the Member's End Users. MCI will provide customized branding for
only Reservations called into the designated 800 number. MCI will
offer only generic branding for incoming conference calls.
(o) MCI VIP, VIP Plus, MCI 800 MOD. and MCI CAS and MCI CAS PLUS Service.
---------------------------------------------------------------------
(1) For MCI International PRISM I Service, excluding MCI International
Service terminating in Canada or Mexico, and for MCI Services other
than those for which a postalized rate is provided herein:
(a) Customer or its Members are entitled to enroll for the discounts
associated with the thirty-six (36) month term commitment under
the MCI PRISM I Service Value Insurance Plan ("VIP") or the MCI
800 Service VIP Plus subject to the terms and conditions set
forth in the Tariff for such plan except as modified by this
Agreement. In the event Customer or its Member terminates service
prior to the end of the Service Term set forth in this Agreement,
Customer or its Member (whichever is applicable) will be billed
any applicable Tariffed early termination charges associated with
the plan in which Customer or its Member (whichever is
applicable) has enrolled. MCI agrees to waive tariffed
termination liability under the VIP or VIP Plus if Customer or
its Member's (whichever is applicable) termination
MCI CONFIDENTIAL
-26-
occurs after twenty-four (24) months. Customer or its
Member's termination liability hereunder is in addition to
Customer or its Member's termination liability provided for
in Paragraph 17 of this Agreement.
(b) Customer or its Members are entitled to subscribe to and
receive the discounts associated with MCI Corporate Account
Service ("CAS") and CAS Plus plans subject to the terms and
conditions set forth in the Tariff for such service except
as modified by this Agreement. For MCI International PRISM I
Service (excluding MCI International PRISM I Service
Terminating in Canada and Mexico, and any other countries
for which CAS Plus discounts are not provided pursuant to
the Tariff), CAS Plus discounts will be applied to all time
periods.
(c) Customer or its Members are entitled to subscribe to and
receive the discounts associated with MCI 800 Service Multi-
Option Discount ("800 MOD") subject to the terms and
conditions set forth in the Tariff for such service except
as modified by this Agreement.
(2) In the event the amount of the domestic discount provided under
VIP, VIP Plus, CAS, CAS Plus and/or 800 MOD is greater than the
charges for Customer or its Member's usage of domestic interstate
MCI Services after application of any of the discounts earned
under this Agreement, the difference will not be credited to
Customer or its Members or carried forward.
(3) Member is not entitled to enroll in any other tariffed discount
plans other than the MCI Network Pricing Plan ("NPP") and those
contained in this Paragraph 3 (o).
8. Discount.
--------
Customer shall be entitled to the discounts in the following schedule based
on total MCI domestic and international Monthly Usage. The discount
percentage in the schedule shall be applied to Customer's net usage charges
for the services provided in this Agreement, exclusive of MCI PRISM I
service that receive NPA rates, switched 56Kbps, and Directory Assistance
service that receive NPA rates.
MCI CONFIDENTIAL
-27-
Monthly Usage Discount
------------------------------- --------
[_____________] [__]
[____________________________] [__]
[____________________________] [__]
[____________________________] [__]
[______________] [__]
9. Overlapping Discounts.
----------------------
The discounts provided under this Agreement are in lieu of any other
tariffed discounts other than those specified in this Agreement. If during
the service term MCI shall amend the Tariff to provide a discount on
combined usage that is similar in nature although not necessarily similar
in amount to that provided for in this Agreement, Customer may elect either
to receive the benefit of such discount or continue to receive the discount
provided hereunder, but shall not be entitled to receive the benefit of
both discounts.
10. Credits.
--------
(a) Customer shall be entitled to two (2) credits to be calculated and
applied as follows:
For the first credit, Customer's actual monthly usage billing
(exclusive of usage in Paragraph 7(h), switched 56Kbps service) during
September, October and November 1995 shall be added together and
divided by three (3) . The credit amount shall be applied to the
January, 1996 invoice and the credit shall not exceed [_________]
Dollars [__________]. When referenced above, actual monthly usage
billing shall exclude MCI services where no rates are listed in this
Agreement for the MCI service and where Members pay standard tariffed
rates after application of tariffed discounts.
(b) For the second credit, Customer's actual monthly usage billing
(exclusive of usage in Paragraph 7 (h), switched 56Kbps service)
during August, September, October and November 1996 shall be added
together and divided by four (4). The credit amount shall be applied
to the December 1996 invoice and shall not exceed [_________] Dollars
[__________]; provided that however, if the Agreement continues in
effect for at least twenty (20) months the credit amount limit shall
be [___________] Dollars [__________] and the additional credit amount
above [_________] Dollars [__________] shall be applied in the twenty-
first (21st) month. When referenced above, actual monthly usage
billing shall exclude MCI services where no rates are listed in this
Agreement for the MCI service
MCI CONFIDENTIAL
-28-
and where Members pay standard tariffed rates after application of
tariffed discounts.
(c) If Customer submits in writing to MCI before the conclusion of the
seventeenth (17th) month that Customer will not terminate the
Agreement until after the twenty-first (21st) month, and if Customer's
total actual monthly usage billing exceeds [_____________] Dollars
[___________], the credit limit in Paragraph 10(a) will be increased
to [___________] Dollars [__________] from [_________] Dollars
[__________], and the credit limit in Paragraph 10(b) shall be
increased to [___________] Dollars [__________].
(d) The credits shall be applied to Customer's net domestic interstate
usage charges (exclusive of applicable taxes, surcharges, and pass-
through access/egress charges) for MCI services hereunder.
(e) To determine if Customer has met the [__________________] Dollar
[____________] amount in Paragraph 15(b), Customer's usage
(exclusive of usage in Paragraph 7(h)) shall be calculated after
deduction of the credits provided above.
11. Security.
---------
Customer shall, as a condition precedent to receipt of MCI Services
hereunder, provide within ten (10) days of executing this Agreement an
Irrevocable Letter of Credit in a form acceptable to MCI in an amount equal
to [___________________] Dollars [________]. This Letter of Credit shall
not exceed [___________________] Dollars [________] except if the payment
terms in Section 12 are not met or if the financial conditions of Customer
or any of its Members materially changes. If the Letter of Credit is not
received by MCI within sixty (60) days of the date of execution of this
Agreement by the parties, Customer shall pay to MCI [_____________] percent
[____] of Customer's total net invoice for each month (or a pro rata
portion for a partial month) that the Letter of Credit is delinquent. The
letter of credit shall be attached hereto and incorporated by reference.
Customer shall continuously renew the letter of credit as necessary to keep
it in effect during the service term. Customer shall continuously revise
this letter of credit so that it is equal to one (1) week average billing
for all Members over the previous two (2) months. Nothing contained herein
shall limit or be interpreted to limit MCI's right, as provided for in
Section B-7.04 of MCI Tariff F.C.C. No. 1, to require, in MCI's sole
discretion, alternative or additional security from Customer, and
Customer's failure or refusal to provide such alternative or
MCI CONFIDENTIAL
-29-
additional security upon MCI's reasonable request therefor may result in
the cancellation of this Agreement and Customer's service for cause
pursuant to Section B-11.01 of the Tariff. Any requirement for additional
surety shall be based upon a review of Customer's payment history under the
terms of this Agreement and upon a reasonable evaluation of Customer's
financial condition. The security arrangements provided for hereunder shall
survive the expiration of the service term, as defined herein, and shall
remain in effect so long as Customer remains a user of MCI service(s).
12. Payment.
--------
(a) MCI shall invoice each Member separately. Each Member of ACCA shall
prepay to MCI an estimated monthly payment by wire transfer by the
first (1st) day of each month beginning in the first (1st) month after
the execution date hereof, in the amount of the previous month's
invoice. For example, January's usage shall be paid on January 1
based on the previous month's invoice. Members who are not current MCI
Customers shall pay as follows:
o For their first month, fifty percent (50%) of their estimated
invoice, such estimated invoice amount to be mutually agreed by
MCI and new Member, shall be prepaid (i.e., January's prepayment
shall be paid on January 1).
o For their second (2nd) month and continuing thereafter, the new
Member shall prepay based on one hundred percent (100%) of the
prior month's invoice less any disputed amounts agreed upon in
writing by MCI. MCI will not unreasonably withhold such
agreement.
Within ten (10) days of the date of MCI's invoice, MCI and Customer
will reconcile the prepayment with the MCI invoice amount for such
month. MCI shall credit any prepayment amount in excess of the MCI
invoice amount for such month on the next available invoice.
Immediately after reconciliation, Customer shall pay MCI any amount
the prepayment was less than the MCI invoice amount for such month.
(b) If Customer has met its Monthly Commitment during a month, and if a
Member pays for the month's services in advance by the first (1st) of
that month, then such Member shall receive an additional [___________
___] percent [____] discount during such month as identified below in
(c). If a Member fails to prepay as required in
MCI CONFIDENTIAL
-30-
12 (a) above and if payment is not received by the seventh (7th) day
of that month, then the Member shall not be entitled to the [_______
_______] percent [____] discount and shall pay [___________________]
percent [____] interest per month on all amounts in arrears.
In the event that an ACCA Member fails to prepay as required, MCI
shall notify ACCA in writing at an address provided by ACCA and ACCA
shall by the eighth (8th) day of that month either: 1) allow MCI to
draw from the LOC the sums necessary to make one quarter (1/4) of the
prepayment that is in arrears, or 2) pay the prepayment directly to
MCI. If the prepayment is made through the LOC or by ACCA, MCI may, at
its discretion, immediately remove the Member as a party to and
beneficiary of this Agreement and/or terminate all MCI Service to such
Member. Upon such removal as a Member and/or termination of services,
the Member shall be charged Tariff rates for all services received
after such removal or termination and the collection of amounts due
and owing will be per tariff. ACCA shall have no further
responsibility for any payments for any Member in default of its
obligations contained in Paragraphs 12 (a) and 12 (b). If such
removed or terminated Member qualifies under MCI's surety
requirements, MCI may offer such Member MCI's then current "carrier
program" pricing at the term and volume commitment levels agreed upon.
(c) The additional discount in 12(b) above shall be applied only after
application of all other discounts and credits that Customer may be
entitled to under MCI's tariffs and this Agreement. The amount of the
discount shall be calculated by determining [______________] percent
[____] of that Member's monthly recurring and usage charges for MCI
services in this Agreement. The discount amount shall be applied as a
credit to such Member's interstate monthly recurring and usage
charges.
(d) The termination of any Member pursuant to paragraph (b) above shall
not affect Customer's Monthly Commitment.
(e) In the event Customer fails to pay MCI invoiced amounts as required
and MCI notifies Member that Member's endusers service will be
terminated for non-payment, Member agrees to notify, jointly with MCI,
the Member's endusers of the potential disruption of service, by the
mailing of a letter, signed by Member, to each enduser, containing the
following language. The mailing of a letter applies only where: i) the
enduser is still Member's enduser and MCI is the underlying carrier;
ii)
MCI CONFIDENTIAL
-31-
Member is reselling to enduser the MCI Carrier Network Services in
Paragraph 4 of this Agreement.
Dear Member Enduser:
Member's provision of long distance service to you and our other
customers will terminate within two (2) weeks of the date of this
Letter. This letter is being sent to you as a courtesy so that
you can make the necessary arrangements so that you do not
experience a disruption of your communications services. You have
a choice of long distance carriers. If you have any questions,
please contact Member (representative and telephone number) or
your local telephone company.
Sincerely,
Member
Notwithstanding notice of termination, the Customer further agrees
that it will remain responsible for all charges incurred during the
period following transmission of the above-referenced notification and
prior to the actual termination of the service by MCI.
13. Dispute Resolution.
-------------------
(a) Except as otherwise provided herein, any claims arising out of or
related to this Agreement, shall be made within one hundred and twenty
(120) days of their occurrence. If such claims cannot be resolved by
negotiation, they shall be settled by binding arbitration in
accordance with the rules contained in MCI Tariff FCC No. 1
("Arbitration Rules") . Neither party may seek injunctive relief of
any kind prior to the confirmation of an arbitration award, except
that MCI may seek injunctive relief against Customer for violation of
Paragraphs 3(a)2), 3) and 4), herein. Any claims made after one
hundred and twenty (120) days of the occurrence giving rise to such
claims shall be barred.
(b) Independent of Customer's payment obligation set forth in Paragraph
12, immediately above, Customer shall make a separate claim in
writing, with adequate support, for any service interruption credit to
which Customer believes itself entitled, and MCI and Customer will
promptly address and attempt to resolve the claim. In the event the
parties are unable to resolve any claim within two (2) weeks of the
date it is received by MCI (or a longer
MCI CONFIDENTIAL
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period if mutually agreed upon in writing by the parties), the
parties will:
(1) Consent to mandatory arbitration of all disputes amounting to
[_______]Dollars [_______] or more. Such arbitration will be
governed by the Commercial Arbitration Rules of the American
Arbitration Association, 0000 Xxxxx Xxxxxx Xxxxxx, X.X., Xxxxx
000, Xxxxxxxxxx, X.X. 00000 ("AAA"), as amended by this
Agreement.
(2) In the event of a dispute that Customer and MCI cannot resolve,
either MCI or Customer may notify AAA at the above address of the
dispute and provide a copy of this Agreement. MCI will provide
AAA a copy of the Tariff in effect at the time of the dispute.
(3) The party who first gives notice of the dispute shall deposit
with AAA the administrative fee required by its rules, and a
further [_______________________] Dollars [______] to secure the
payment of expenses and fees of the arbitrator. The party who
first gives notice shall send a copy of the notice to the other
party, who shall promptly deposit [_________________________]
Dollars [______] to secure its half of the arbitrator's fees and
expenses.
(4) Customer acknowledges that it may not withhold any sums invoiced
unless MCI agrees to the withholding of disputed sums in writing.
Customer must pay invoiced sums and then may seek a refund in
arbitration, in which event MCI will take all reasonable steps to
expedite the arbitration process.
(5) The arbitrator will be selected under AAA rules from among a
panel of seven (7) telecommunications attorneys, retired FCC
employees, and law professors, all of whom shall be neutral
arbitrators under AAA rules. MCI shall provide the list of seven
(7) arbitrators to AAA by July, 1992 and shall update the list
semiannually. AAA shall select the arbitrator to hear the dispute
from among the seven (7) Members of the panel.
(6) Within twenty (20) days of receipt of notice of the dispute, the
other party shall submit a written response to AAA, which shall
forward the notice and the response to the arbitrator. Within ten
(10)
MCI CONFIDENTIAL
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days of receipt of the notice and the response, the arbitrator
will set the time and place for the hearing.
(7) Customer and MCI expressly recognize that the arbitrator's
authority is limited to resolution of disputes under this
Agreement, MCI Tariff FCC No. 1, and any other Documents signed
by both parties. The arbitrator's decision shall follow the plain
meaning of the relevant documents, and shall be final. In no
event shall the arbitrator have the authority to make any award
that provides for punitive or exemplary damages.
14. Termination for Insolvency.
---------------------------
In the event Customer or any member becomes or is declared insolvent or
bankrupt, is the subject of any proceedings related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for it,
makes an assignment for the benefit of all or substantially all of its
creditors, or enters into an agreement for the composition, extension, or
readjustment of all or substantially all of its obligations, MCI may, by
giving written notice thereof to Customer or any member, terminate this
Agreement in whole or in part, with respect to such Member(s), as of a date
specified in such notice of termination.
15. Term.
----
(a) The Service Term shall begin on August 1, 1995 ("Effective
Date") and will continue for a period of twenty four (24) months
therefrom. Nothing contained herein, however, shall modify or be
deemed to modify MCI's right to terminate this Agreement either as
provided herein, or as authorized in Section B-11.01 of the Tariff,
immediately upon notice to Customer if Customer fails or refuses to
provide alternative or additional security requested pursuant to
Section B-7.04 of the Tariff, or to terminate provision of service for
any other cause as provided for in Section B-11.01 of the Tariff or as
otherwise provided for in this Agreement.
(b) Customer may terminate this Agreement before the expiration of
the twenty-four (24) months without liability for the termination
liability if Customer meets the following two (2) conditions:
1. The total of Customer's Monthly Usage exceeds [____________
______] Dollars [___________].
MCI CONFIDENTIAL
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2. At least seventeen (17) months of the Service Term have expired.
16. Expiration of Term.
-------------------
Upon expiration of the Service Term, Customer shall be fully subject to all
the terms and conditions, including standard tariffed rates, set forth in
the Tariff for MCI service(s) received by Customer after such expiration.
17. Termination Liability.
----------------------
If Customer terminates this Agreement during the initial service term or
MCI terminates this Agreement during such service term for Customer's
material breach, Customer will pay MCI within thirty (30) days of the
effective date of such termination an amount equal to [______]percent [___]
of the difference between Customer's remaining actual Monthly Usage
hereunder and Customer's Monthly Commitment, or a pro rata portion thereof
for any partial month, for each month remaining in the initial service
term after termination. In addition to the above liability for early
termination, Customer shall pay the termination liability for early
termination of all tariffed discount plans in which the Customer has
enrolled. ACCA shall be billed for all termination charges.
18. Nondisclosure.
-------------
Customer nor Members shall disclose to any third party during the service
term, or during the three (3) year period thereafter, any of the terms
and conditions set forth in this Agreement unless such disclosure is
lawfully required by any federal governmental agency or is otherwise
required to be disclosed by law or is necessary in any proceeding
establishing rights and obligations under this Agreement. MCI reserves the
right to terminate this Agreement for the Member(s) involved in the
disclosure immediately upon delivering written notice to Customer and
Member of any unpermitted third party disclosure hereunder.
19. Letter of Agency.
----------------
Member(s) shall appoint MCI as its agent in the Letter of Agency attached
hereto and incorporated herein as Attachment D.
20. Surcharge Exemption.
-------------------
When applicable, Member(s) shall certify that any special access lines
used in connection with services under this
MCI CONFIDENTIAL
- 35 -
Agreement terminate in a device not capable of interconnecting MCI's
service with the local exchange network and thus are surcharge exempt from
the special access surcharge.
21. Tax Exemption.
-------------
When applicable, Member(s) shall certify that it is exempt from federal,
state, and/or local taxes.
22. Governing Law.
-------------
This Agreement, including all matters relating to the validity,
construction, performance and enforcement thereof, shall be governed by the
laws of the State of New York without giving reference to its principles of
conflicts of law, except to the extent the Communications Act of 1934, as
amended, and as interpreted and applied by judicial and regulatory
authorities including the Federal Communications Commission, applies.
23. Assignment.
----------
(a) This Agreement shall be binding on Customer, Member(s) and its
respective successors and assigns. Customer nor Members may assign
this Agreement, whether by operation of law or otherwise, except
pursuant to this Paragraph 23.
(b) Notwithstanding anything to the contrary, this Agreement shall not be
assigned to either AT&T or Sprint without the prior written consent of
MCI.
(c) At least forty five (45) days before the consummation of any
assignment of this Agreement Customer, including any individual
member, shall notify MCI in writing of the name of the proposed
assignee. MCI shall conduct a review of the assignee based on MCI's
prior business dealings with such entity and MCI shall review the
financial credit worthiness of the entity. Customer nor Member shall
assign the agreement if MCI opposes the assignment in its reasonable
discretion based on MCI's prior business dealings with the entity or
if the assignee fails to meet MCI's reasonable credit worthiness
standards, or for competitive reasons.
(d) If Customer or a Member assigns this Agreement without MCI's approval
when such approval is required in this Paragraph 23, MCI shall be
entitled to terminate this Agreement for cause.
MCI CONFIDENTIAL
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24. No Waiver.
---------
No waiver of any of the provisions of this Agreement shall be binding
unless it is in writing and signed by the party making the waiver. No
waiver shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, and no waiver shall be deemed, or shall
constitute, a continuing waiver.
25. Installation Waivers.
--------------------
Customer shall receive a credit for one-time installation and other one-
time non-recurring MCI-billed tariffed charges associated with the
implementation of MCI Carrier Network Services pursuant to this Agreement,
such credit however, shall not exceed [_________________________] Dollars
[________]. If Customer's aggregate actual net monthly usage xxxxxxxx
exceeds [__________________] Dollars [___________] pursuant to the
conditions in Paragraph 15(b), the credit shall be increased from [____
_____________________] Dollars [________] to [________________________
_______] Dollars [__________].
26. Length of Offer: Entire Agreement: Amendments.
---------------------------------------------
This offer shall remain open and be capable of being accepted by Customer
until October 16, 1995. Any and all prior or contemporaneous offers,
agreements including the Agreement between the parties dated February 1,
1994, representations and understandings made to Customer, whether written
or oral, shall be superseded by this offer. Exclusive of any tariff
modifications initiated by MCI, once this Agreement has been executed, any
amendments hereto must be made in writing and signed by both parties.
MCI CONFIDENTIAL
- 37-
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ Xxxxxx Xxxxxx
------------------------------
Title: Director
---------------------------
Date:
----------------------------
ASSOCIATED COMMUNICATIONS COMPANIES OF AMERICA (ACCA)
By: /s/ Xxxx Xxxxxxx
-------------------------
(Signature)
Title: Vice Pres
------------------------
Date: 10/3/95
------------------------
MCI CONFIDENTIAL
- 38 -
EXHIBIT A
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
ACCA MEMBER COMMITMENTS
-----------------------
MCI AGREEMENT
-------------------------------------------------------------------------------------------
SUB- Monthly PRISM I 800 DAL Private Line
COMMITMENT Commitment Subcommitment Subcommitment Subcommitment
-------------------------------------------------------------------------------------------
ACC [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
ATX [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
BTI [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
CBLD [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
LDS [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
TLD [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
NTF [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
DELTA [______] [______] [______] [______]
-------------------------------------------------------------------------------------------
7
EXHIBIT B
MCI CARRIER OPERATOR SERVICES
Customer is interested in buying MCI Carrier Operator Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:
1. Operator Services:
-----------------
(a) MCI shall provide Customer with MCI Carrier Operator Services as such
service is delineated in applicable tariffs, including MCI Tariff FCC
No. 1 (the "Tariff") and, except as provided herein, at the rates
contained in the Tariff.
(b) "Operator Service Calls" mean long distance calls dialed with the 0+,
01+ or 00- dialing pattern (and excluding calls dialed with the 950-XXXX
and 800 dialing patterns).
(c) Customer shall not use any service xxxx or trademark of MCI.
(d) Call Originating Identification Information. MCI must receive electronic
-------------------------------------------
call origination identification ANI information for each call carried
hereunder. If the Originating Site uses Feature Group D local access
service, the required call origination identification information is
automatically supplied by the local exchange company. If the Originating
Site uses a type of local access service other than Feature Group D
local access service, the Originating Site shall cause electronic call
origination identification information (in a form acceptable to MCI) to
be supplied to MCI at the initiation of each call.
(e) Emergency Calls.
---------------
(1) Each Originating Site shall configure its system so that 911
emergency calls, where available, and similar emergency calls, will
be automatically routed to the appropriate party or clearing house
without the intervention of MCI. Emergency calls which do reach a
MCI operator shall be handled in accordance with MCI standard
operating procedures.
(2) If Member or MCI provides an emergency number database, Member
agrees to indemnify and hold MCI harmless from any and all claims,
damages, fines,
MCI CONFIDENTIAL
- 3 -
penalties and any other liabilities (including attorney fees)
arising out of the inaccuracy of any information or the
inadequacy of any procedure or personnel.
(f) Private Payphones.
-----------------
(1) Private payphone lines must be classed as "07" COCOT.
(2) All payphones must have Billed Number Screening ("BNS"), if
available. If BNS is not available, the Customer will be
responsible for calls billed to any lines without BNS.
(3) Unless otherwise permitted by law, all 0- calls must be passed
to the Local Exchange Carrier ("LEC")
(4) Unless otherwise permitted by law, payphones must not block 950-
XXXX or 0-000-XXX-XXXX calls.
(5) All payphones must have "011" blocking at the central office, if
available. If international blocking is not available, or if
Member chooses not to block "011" calls, then Member assumes
responsibility for any international fraud.
(6) Member shall be responsible for any fraud resulting from its
purchase and use of MCI Carrier Operator Services.
(g) Compliance. Member will comply with applicable federal, state and
----------
local laws and regulations, including without limitation, laws and
regulations relating to operator service during the term of this
Agreement.
(h) Authority.
---------
Members warrant that they are authorized to select the operator
services carrier for the telephones served by Member pursuant to
this Agreement. Member agrees that if any party makes any claims
against MCI for commissions from such telephones, Member will be
responsible for any such claim. Member shall indemnify MCI and
hold MCI harmless from any loss, cost or expense resulting from
such claim and will pay MCI's reasonable attorney's fees
resulting from any such claim.
2. Rates. The rates in the following schedule shall be charged on Customer's
-----
usage of MCI Carrier Operator Services. The automated rate will be charged
from the time a call reaches a node until the call is terminated or
released from the MCI
MCI CONFIDENTIAL
- 4 -
node via release link technology. The live rate will be charged in addition
to automated rates for the portion of each call that is handled by a live
operator.
Automated Live
Monthly Attempts Rate/Sec. Rate/Sec.
---------------- --------- ---------
0 - 50,000 [______] [______]
50,001 - 100,000 [______] [______]
100,001 - 200,000 [______] [______]
200,001 - 500,000 [______] [______]
500,001 - 1,000,000 [______] [______]
1,000,001 - 1,500,000 [______] [______]
1,500,000+ [______] [______]
For a call terminated by MCI on Carrier Network Services, Customer shall pay
MCI an additional charge for termination rated at Customer's 1+ outbound
rate as specified in Paragraph 4.(a) [dedicated rate for dedicated access
node, and switched rate for switched access to the node) of the Agreement
based on an 18 second minimum and rounded to six (6) second increments.
3. Rate Quotes. If Member has provided the appropriate rate information, MCI
-----------
will provide real-time rate quotes to callers. However, Member shall
indemnify MCI and hold MCI harmless from any and all claims, damages, fines,
penalties or other liabilities (including attorney fees) arising from the
inaccuracy of any information or the inadequacy of any procedures or
personnel.
4. Customer Service. Member agrees that all customer service calls (i.e.,
----------------
billing disputes, troubles, general inquiries) shall be routed to Member's
customer service via a Customer-provided 800 number.
5. Language Assistance. On a monthly basis MCI shall review the percentage of
-------------------
Customer's calls utilizing MCI Carrier Operator Services language
assistance. On a monthly basis, if the percentage of Customer's calls
utilizing MCI Carrier Operator Services language assistance exceeds thirty
percent (30%), then MCI shall review the calls utilizing MCI Carrier
Operator Services language assistance on an individual Member basis. During
that month, if the calls utilizing MCI Carrier Operator Services language
assistance exceeds thirty percent (30%) for a Member, that Member shall pay
[___________] the tariff rate for all calls exceeding thirty percent (30%).
6. Brand. Each Member agrees that if will resell MCI Carrier Operator Services
-----
in Member's name only.
7. Service Delivery. Customer agrees that it will receive and deliver all MCI
----------------
Carrier Operator Services calls from/to one of
MCI CONFIDENTIAL
- 5 -
the three (3) MCI automated nodes via TDS-1.5, TDS-45 or switched access as
part of Carrier Network Services.
8. Billing. Member agrees to be responsible for all end-user billing for
-------
operator services.
9. Forecasting. Member agrees to provide a written quarterly forecast for all
-----------
operator services traffic to MCI or as call volumes warrant.
MCI CONFIDENTIAL
- 6 -
EXHIBIT C
MCI FEATURE CARD SERVICE
A. MCI Feature Card Service (Option T).
-----------------------------------
1) During each month of the service term, Member shall receive a credit
as identified below.
The credit amount shall be calculated by multiplying [______________________
____] times Customer's domestic and international usage charges of MCI
Feature Card Service provided pursuant to the tariff at standard tariff
rates (exclusive of monthly recurring charges, taxes, surcharges,
installation charges, MCI Feature Card surcharges, Directory Assistance
charges, and charges for local access/egress services or facilities
associated with MCI Feature Card Service). The credit amount shall be
applied to Customer's domestic interstate monthly usage charges (exclusive
of monthly recurring charges, taxes, surcharges, installation charges, MCI
Feature Card Surcharges, Directory Assistance charges, and charges for local
access/egress services or facilities associated with MCI Feature Card
Service). The credit amount in any month shall not exceed such interstate
monthly usage charges for MCI Feature Card Service and shall not be carried
forward to any subsequent month.
When this paragraph refers to MCI Feature Card Service, it means such
service only accessed by dialing the unique MCI-provided 800 access number
assigned to the MCI Feature Card reseller.
2) The following interstate MCI Feature Card surcharges shall be
charged on all direct dial MCI Feature Card calls.
Direct
From To Dial
---- -- ------
United States U.S., Puerto Rico
("U.S.") and U.S. Virgin
Islands [___]
Puerto Rico U.S. [___]
U.S. Virgin U.S. [___]
Islands
U.S., Puerto Rico Canada
and U.S. Virgin
Islands [___]
U.S., Puerto Rico International Locations
and U.S. Virgin Other than Canada [___]
Islands
MCI CONFIDENTIAL
- 7 -
Canada U.S., Puerto Rico and
U.S. Virgin Islands [___]
Canada International Locations [___]
3) The above discounts for MCI Feature Card Service are in lieu of any
tariffed discounts including, without limitation, the discounts for MCI Feature
Card Service available under MCI VIP, MCI VIP Plus, MCI MOD and MCI CAS Service.
4) If MCI provides fulfillment, for MCI Feature Card Service (only
accessed by dialing a unique MCI-provided 800 number assigned to the MCI Feature
Card reseller), Customer shall pay MCI for the fulfillment costs associated with
Customer's usage of MCI Feature Card Service plus pay MCI an administrative
charge for handling fulfillment in an amount equal to [___________________] of
the fulfillment costs.
5) For MCI Feature Card Service (only accessed by dialing a unique
MCI-provided number assigned to the MCI Feature Card reseller), MCI shall
provide the fraud detection procedures set forth in Exhibit C.1. attached hereto
and incorporated herein by reference. Member shall be responsible for all fraud
associated with its usage of MCI Feature Card Service, except as set forth in
Exhibit C.1.
MCI CONFIDENTIAL
- 8 -
EXHIBIT C.1
MCI FEATURE CARD FRAUD DETECTION PROCEDURES
==================================
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Member or legitimate card holders. MCI will, at
the direction of Member, preclude all calls utilizing expired or terminated
calling card numbers compared against an authorized list provided by Member and
will be responsible for all fraudulent use, unauthorized use, misuse, or abuse
of calling cards occurring after MCI receives actual notice of the expiration or
termination of a calling card or receives specifically detailed written
notification concerning any card which has been lost, stolen, compromised or
which Member has reason to believe is or may be used fraudulently. MCI will
deactivate a calling card within four (4) hours of receipt by MCI's Consumer
Markets Fraud Detection of a request by Customer.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the Member responsible for "service fraud" associated with the
unauthorized use of an MCI calling card. "Service fraud" can best be described
as unauthorized use of an MCI calling card following the involuntary theft or
loss of a card which was not intentionally facilitated or impliedly authorized
by Customer or an authorized user. "Service fraud" often follows the theft of a
wallet, purse or briefcase, or sometimes is the result of "shoulder surfing"
(thieves observing/recording authorization codes) which occurs at payphones
located in airports, bus terminals, train stations and the like. MCI shall not
be responsible for losses caused by fraudulent information submitted by a card
holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
In the event that MCI is unable to contact Member of suspected abuse of the
calling card, in order to minimize potential abuse, MCI will deactivate any
calling card which has exceeded established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.
MCI CONFIDENTIAL
- 9 -
ATTACHMENT D
LETTER OF AGENCY
----------------
ATTENTION: Concerned Local Operating Companies, AT&T and other
Common Carriers and All Equipment Vendors
The undersigned appoints MCI Telecommunications Corporation or any of its
affiliated companies ("MCI") as agent for the purpose of ordering, in connection
with MCI's provision of service to the undersigned, changes in and/or
maintenance on specific telecommunications service that you provide to the
undersigned including, without limitation, removing, adding to or rearranging
such telecommunications service.
You are hereby released from any and all liability for making pertinent
information available to MCI and for following MCI's instructions with respect
to any changes to or maintenance on the undersigned's telecommunications
service. You may deal directly with MCI on all matters pertaining to
telecommunications service and should follow instructions with respect thereto.
This authorization will remain in effect until modified or rescinded in writing
by the undersigned.
Signed this __ day of _______, 19__.
BY:
------------------------------
Authorized Customer Signature
------------------------------
Title
------------------------------
Company Name
MCI CONFIDENTIAL
- 10 -
EXHIBIT E
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***
Rates and Discounts on MCI International Services
1. (a) For MCI International PRISM I Service, the following rates plus
all applicable tariffed discounts shall apply:
Countries Rates per Minute
--------- ----------------
Standard Period Discount Period Economy Period
1st 30 1st 30 1st 30/Add'l
sec./Add'l 6 sec. sec./Add'l 6 sec. sec./ 6 sec.
----------------- ----------------- -------------
MCI CONFIDENTIAL
- 11 -
***INFORMATION IN THESE TABLES HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
Countries Rates per Minute
--------- ----------------
Standard Period Discount Period Economy Period
1st 30 1st 30 1st 30/Add'l
sec./Add'l 6 sec. sec./Add'l 6 sec. sec./ 6 sec.
----------------- ----------------- -------------
(b) For MCI International PRISM I Service, the following postalized rates
shall apply.
Countries Rates per Minute
--------- ----------------
The United Kingdom shall receive the following rates:
Number of Customer Minutes
Terminating
In the United Kingdom Rate Per Minute
--------------------- ---------------
0 - 99,999 [______]
100,000+ [______]
(c) For MCI International 800 DAL Service, Customer shall receive pricing
at the [_____________________] commitment level under the Tariff but without
regard to the term and volume commitments required therein. Customer shall
MCI CONFIDENTIAL
- 12 -
also receive an additional [____} percent [____] discount on 800 DAL Service
originating from the following countries:
[______________] [_________]
[_______] [____]
[_________] [____________________]
[_________] [___________]
[_____] [_______]
[______]
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EXHIBIT F
MCI has developed the following guidelines to aid MCI Carrier Network
Services customers in determining the proper use of MCI's name, logo, trademarks
and service marks and the proper characterization of the MCI/Reseller
relationship. Resellers are not authorized to use MCI's name, its trademarks,
servicemarks or logo in any manner including use in advertising, promotional
materials, stationery, business cards, billing and signage. For example,
Resellers MAY NOT make in words or in substance the following statements:
"Network services provided by MCI"
"Authorized/Endorsed/Sponsored/Approved by MCI"
"Authorized Provider of MCI Services"
"Affiliate, or partner, or co-marketer with MCI"
If resellers wish to make any reference to MCI, they may ONLY make the
following declarative statement:
"Reseller's services utilize the MCI network"
However, the following conditions apply to this statement:
. This statement may not be used in ANY manner that is likely to create
confusion or to give the impression that MCI sponsors, endorses, or is in
any way affiliated with the Reseller
. This statement may only be used as a declarative statement in any
printed or oral communication and may not be used as a headline or in any
advertising slogan or banner. In order to use this statement, the
Reseller's company name must appear or be verbalized prominently in the
written or oral communication
. The statement may only appear once in each written promotional or
advertising piece. The MCI name may not be used in the same type style that
MCI uses and must not otherwise resemble the MCI name and/or logo
. In any event, whenever the statement above is used, the type size for
this verbiage as it appears in any printed material may not exceed 1/8 of
one (1) inch and cannot be larger, bolder, or a different color or type
style than the adjacent text.
In summary, this policy means no Reseller may state explicitly or
implicitly that it:
. Is an authorized agent, reseller, partner or co-marketer with MCI; or
. Provide MCI services; or
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. Is affiliated with, authorized, sponsored by, or endorsed by MCI; or
. Was a special relationship with MCI
MCI is aggressive about protecting its trademark, service xxxx and
corporate name. In the past, we have not hesitated to bring appropriate legal
action to protect our rights and we shall continue to be vigilant to ensure that
these guidelines are followed.
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