AGREEMENT BETWEEN
AMERITECH INFORMATION INDUSTRY SERVICES
AND U.S. NETWORK CORPORATION
FOR RESALE SERVICES
This Agreement is entered into as of April 26, 1996 ("Effective Date")
--------
between Ameritech Information Industry Services, a division of Ameritech
Services, Inc., a Delaware corporation, on behalf of Ameritech Michigan, with
offices at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
("Ameritech") and U.S. Network Corporation, a Delaware corporation, with offices
at 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, on behalf of
USN Communications, Inc. ("Customer").
WHEREAS, Customer has signed a Confirmation of Service Order to order
Resale Services pursuant to M.P.S.C. No. 20R, Part 22; and
WHEREAS, Customer would like to purchase certain non-tariffed services
related to the Resale Services in the Tariff;
NOW THEREFORE, in consideration of the covenants and undertakings herein,
Ameritech agrees to furnish and Customer agrees to subscribe to and pay for the
Resale Services described below;
1.0 SERVICE TO BE PROVIDED
Ameritech will provide the Resale Services described in Attachment 1 at
the Customer's Network Point of Presence in Michigan for lines provided
pursuant to the Confirmation of Service Order. The parties hereby agree
that the tariffed terms and conditions which apply to Resale Local
Exchange Services, M.P.S.C. No. 20R, Part 2 and M.P.S.C. No 20R, Part 22
and the Confirmation of Service Order shall also apply as a matter of
contract to the provisions of Resale Services hereunder and are
incorporated by reference in this Agreement.
2.0 RATES
Ameritech agrees to provide the Resale Services at the rates shown on
Attachment 1.
3.0 SERVICE CHARGES
Service Charges, if any, as described in M.P.S.C. No. 20R, Part 3, Section
1 are not included in the rates specified in Attachment 1.
1
Confidential
------------
Subject to Nondisclosure Agreement
4.0 RATE STABILITY AND TERM
The rates specified in Attachment 1 shall not be subject to increases for
a period of years from the date the Resale Services are provided pursuant
to this Agreement ("Term").
5.0 TERMS OF PAYMENTS
Customer shall be liable for the Monthly Rate and Non-Recurring Charge as
specified in Attachment 1 for each month the Resale Services are provided
to Customer during the Term of this Agreement. All payments shall be made
in accordance with Ameritech's standard billing procedures.
6.0 EXCUSED PERFORMANCE
Ameritech shall not be liable in any way for any delay or any failure of
performance of the Resale Services provided hereunder or for any loss or
damage due to any of the following:
(a) Any causes beyond Ameritech's reasonable control, including but not
limited to, fires, floods, epidemics, quarantine, restrictions,
unusually severe weather strikes, embargoes, manufacturer's delays,
explosions, power blackouts, wars, labor disputes, acts of civil
disobedience, acts of civil or military authorities, acts stemming
from governmental requirements and priorities, acts of nature, acts
of public enemies, or acts or omissions of carriers; provided,
Ameritech has exercised reasonable measures, if feasible, to
mitigate such delay; or
(b) Any wrongful or negligent act or omission of the Customer or its
employees and agents.
7.0 BREACH
If either party fails to perform any substantial and material term of this
Agreement, the aggrieved party shall be entitled to serve written notice
of its intent to terminate (which notice shall include a reasonably
detailed statement of the nature of such breach), upon the breaching
party. If such material breach continues unremedied for forty-five (45)
days after actual receipt by the breaching party of such written notice,
the aggrieved party may, by written notice, either terminate an
appropriate portion of its obligation under this Agreement, or terminate
the entire Agreement, if such breach substantially and materially affects
the aggrieved party's
2
Confidential
------------
Subject to Nondisclosure Agreement
rights under this Agreement. Except as expressly provided in this
Agreement, in the event of a breach of this Agreement by either Ameritech
or Customer, the other party will be entitled to pursue any and all
remedies available to it at law or in equity including court costs and
reasonable attorneys' fees.
8.0 INDEMNIFICATION
Each party shall indemnify and hold harmless the other party, its
employees, agents, subcontractors and affiliates against all injury, loss,
damage or expense (including court costs and reasonable attorneys' fees)
which they may sustain or become liable for on account of injury to or
death of persons, or on account of damage to or destruction of property
resulting in whole or substantial part from the performance of this
Agreement; provided, however, that the indemnitor's obligation shall only
extend to any inquiry, loss, damage or expense caused by a willful or
negligent act or omission of the indemnitor or its authorized employees,
agents, subcontractors or affiliates.
Ameritech shall be indemnified and saved harmless (including court costs
and reasonable attorneys' fees) by Customer against claims for libel,
slander, or the infringement of copyright arising directly or indirectly
from the material transmitted over the facilities or the use thereof;
against claims for infringement of patents arising from, combining with,
or using in connection with facilities furnished by Ameritech, apparatus
and system of Customer; and against all other claims arising out of any
act or omission of Customer in connection with the facilities provided by
Ameritech.
9.0 TAXES
Upon execution of this Agreement, Customer shall provide Ameritech with a
copy of Customer's Certificate of Exemption in accordance with 26 USCS
4251 (1986) and Act No. 94 of the Public Act of Michigan 1937, as amended.
In the event Customer does not provide its Certificate of Exemption,
Customer shall remit to Ameritech all applicable federal and state taxes
for remittance to the appropriate taxing authority.
10.0 LIMITATION OF LIABILITY
EXCEPT FOR OBLIGATIONS UNDER THE INDEMNITY PROVISIONS OF THIS AGREEMENT,
AMERITECH SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT,INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND BUSINESS
OPPORTUNITIES, REGARDLESS OF THE CAUSE OF
3
Confidential
------------
Subject to Nondisclosure Agreement
ACTION, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR
NONPERFORMANCE OF OBLIGATIONS UNDERTAKEN UNDER THIS AGREEMENT.
AMERITECH'S LIABILITY TO CUSTOMER FOR ANY LOSS, CLAIM, INJURY, LIABILITY
OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES, RELATING TO OR ARISING
OUT OF ANY NEGLIGENT ACT OR OMISSION IN ITS PERFORMANCE OF THIS AGREEMENT
(EXCEPT AN ACT OR OMISSION INVOLVING WANTON OR WILFUL MISCONDUCT) SHALL BE
LIMITED TO THE TOTAL MONTHLY CHARGES PAID BY CUSTOMER TO AMERITECH FOR SIX
MONTHS.
It is understood and agreed that Ameritech is not an insurer and that the
rates for Resale Service provided hereunder are based solely on their
value and on the scope of liabilities set forth in this Agreement and that
said rates are unrelated to the potential for indirect, incidental,
consequential or other damages. Ameritech and Customer agree that this
allocation of risk and liability is fair and reasonable.
11.0 SUCCESSORS AND ASSIGNS
Neither party shall assign any right or obligation under this Agreement
without the other party's prior written consent. Any assignment made
without the consent of the other party shall be void.
Notwithstanding the foregoing, Ameritech may assign this Agreement, in
whole or in part, to any of its affiliates. Upon such assignment and
assumption of liability thereto by the assignee, the assignor shall be
discharged of any liability under this Agreement.
Without limiting the generality of the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the parties' respective
successors and assigns.
12.0 MODIFICATION
Any supplement to or modification or waiver of any provision of this
Agreement must be in writing and signed by authorized representatives of
both parties.
4
Confidential
------------
Subject to Nondisclosure Agreement
13.0 ENFORCEABILITY
If any of the provisions of this Agreement, or any portion of any
provision, are held to be illegal or invalid, Customer and Ameritech shall
negotiate an adjustment consistent with the purposes of this Agreement.
Subject to the foregoing, the illegality or invalidity of any provision of
this Agreement will not affect the legality or enforceability of the
remaining provisions, and this Agreement shall then be construed as if
such enforceable or unlawful provision, or portion of a provision, had not
been contained therein.
14.0 TARIFF REFERENCES
Each reference to a tariff provision in this Agreement shall be deemed to
mean or include any and all similar tariff provisions or other regulations
changed or established from time to time in lieu of said tariff provision.
15.0 GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the State of Michigan.
16.0 ENTIRE AGREEMENT
This is the entire and exclusive agreement between the parties with
respect to the Resale Service hereunder and supersedes all prior
agreements, proposals or understandings, whether written or oral, except
to the extent the same may be specifically incorporated herein by
reference.
17.0 SECTION HEADINGS
All section headings contained herein are for convenience of reference
only and are not intended to define or limit the scope of any provisions
of this Agreement.
18.0 WAIVER
Failure to enforce or insist upon compliance with any of the terms or
conditions of this Agreement shall not constitute a general waiver or
relinquishment of any such terms or conditions, but the same shall remain
at all times in full force and effect.
5
Confidential
------------
Subject to Nondisclosure Agreement
19.0 DISCLOSURE
Neither party shall identify, either expressly or by implication, the
other party or its corporate affiliates or use any of their names,
trademarks, trade names, service marks or other proprietary marks in any
advertising, press releases, publicity matters or other promotional
materials without such party's prior written consent.
20.0 PUBLICITY
Except as otherwise provided in this Agreement, Customer shall not use any
of the trademarks, trade names, service marks or other proprietary marks
of Ameritech or its corporate affiliates in any advertising, press
releases, publicity matters or other promotional materials without
Ameritech's prior written permission. Ameritech and Customer shall jointly
develop a press release publicizing their relationship under this
Agreement, subject to both (1) the parties' prior non-disclosure
agreement, and (2) mutually agreed upon language and media.
20.1 NOTICES
All communications required or permitted under this Agreement shall be
deemed given when delivered or deposited in the U.S. mail, by certified or
registered, postage prepaid and addressed as follows:
If intended for Customer:
U.S. Network Corporation
00 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxxx
If intended for Ameritech:
Ameritech Information Industry Services
000 Xxxxx Xxxxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President-Sales and Service
6
Confidential
------------
Subject to Nondisclosure Agreement
with a copy to:
Ameritech Information Industry Services
000 Xxxxx Xxxxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President and General Counsel
Executed this 26th day of APRIL, 1996.
U.S. NETWORK CORPORATION, ON AMERITECH INFORMATION INDUSTRY
BEHALF OF USN COMMUNICATIONS, INC. SERVICES, A DIVISION OF
AMERITECH SERVICES, INC., ON
BEHALF OF AMERITECH MICHIGAN
By: /s/ J. Xxxxxx Xxxxxx By: /s/ Xxxx X. Xxx
--------------------------- ----------------------------
Name: XXXX XXXXXX XXXXXXX Name: XXXX X. XXX
-------------------------- --------------------------
Title: PRESIDENT Title: PRESIDENT
------------------------- -------------------------
Date: 4-26-96 Date: 4/27/96
-------------------------- --------------------------
7
Confidential
------------
Subject to Nondisclosure Agreement
ATTACHMENT 1
TO THE AGREEMENT BETWEEN
AMERITECH INFORMATION INDUSTRY SERVICES
AND U.S. COMMUNICATIONS CORPORATION
FOR RESALE SERVICES
Monthly
-------
Business
--------
1. LINE CONNECTION AND
OTHER SERVICE CHARGES
Line Connection Charge $38.09
Miscellaneous Service Charge $ 7.10
Line Rearrangement Charge (each line)
Touch-Tone $ 4.57
Change in Number $18.37
C.O. Services $10.00
2. OPERATOR SURCHARGES
Person-to-Person $2.70
Billed to a Third Number $1.32
Collect Calls $1.26
Calling Card Calls
- Non Local
Assisted Calling Card Services $1.128
Customer Dialed Calling Card $0.390
- Local
Assisted Calling Card Services $1.128
Customer Dialed Calling Card $0.390
Sent Paid/Operator Assisted
Other Telephones $1.26
Busy Line Verify, Each Occasion $1.20
Busy Line Interrupt, Each Occasion $3.00
3. CUSTOM CALLING FEATURES
Calling Waiting $1.90
Calling Forwarding - Variable $1.90
Threeway Calling $1.90
Speed Call 8 $1.90
Speed Call 30 $1.90
8
Confidential
------------
Subject to Nondisclosure Agreement
Distinctive Ringing $1.90
9
Confidential
------------
Subject to Nondisclosure Agreement
3. CUSTOM CALLING FEATURES (Cont'd)
Call Screening $1.90
Caller ID $3.58
Caller ID With Name $1.10
(plus charge for CallerID)
4. PAY PER USE
Per Use
-------
Business
--------
Automatic Callback, per use $0.41
Repeat Dialing, per use $0.41
5. OPTIONAL LINE FEATURE
Monthly
-------
Business
--------
Multi Ring Service
1st Line $2.08
2nd Line $1.10
6. COMPLIMENTARY CENTRAL
OFFICE SERVICES
Busy Line Transfer $0.75
Alternate Answering $0.75
Customer Control Option
Busy Line Transfer $0.55
Alternate Answering $0.55
Message Waiting Tone $0.14
Easy Call $0.83
7. ROUTING SERVICES
Remote Call Forwarding
(per path) $11.25
Customer Locator Alternate Routing
Service Establishment $200.00
Protected #'s 1-100 $ 0.55
10
Confidential
------------
Subject to Nondisclosure Agreement
7. ROUTING SERVICE (Cont'd)
Customer Locator Alternate Routing (Cont'd)
Protected #'s 101-999 $ 0.44
Protected #'s 1,000+ $ 0.33
Per add'l alternate routing plan $ 8.25
Routing plan change per telephone
number $ 5.50
Activation of plan $ 5.50
Network Switch Alternate Routing
Service Establishment $450.00
Protected #'s 1-100 $ 0.55
Protected #'s 101-999 $ 0.44
Protected #'s 1,000+ $ 0.33
Per add'l alternate routing plan $ 8.25
Activation of plan $ 5.50
Routing plan change per telephone
number $ 5.50
Coord. Test Activation $110.00
8. OTHER SERVICES
Directory Services
Extra Listings $1.65
Private $0.83
Semi-Private (Each Listing) $0.55
Directory Assistance $0.18
Information Call Completion Service $0.18
Business
Non-Recurring Monthly
USOC Charge Rate
---- ------------- --------
Ameritech ISDN Direct
ISDN Direct line/1/
National N2B $75.00 $11.44*
ISDN Direct Basic Feature Package/2/ FPGOX ----- $ 5.00
Distance extension charges for beyond
normal transmission range per ISDN
line XTN ----- $20.25
______________
* End User Common Line Charges also apply.
11
Confidential
------------
Subject to Nondisclosure Agreement
8. OTHER CHARGES (Cont'd)
Business
Non-Recurring Monthly
USOC Charge Rate
---- ------------- --------
Ameritech ISDN Direct (Cont'd)
Circuit Switched Voice Service Element LTQ5X $15.00 $ 2.20
Multiple Call Appearances, Each NCO $ 5.00 $ 1.10
Secondary Telephone Numbers, Each DO6 $ 5.00 $ 1.10
Additional Call Offering AC5PB $ 5.00 $ 1.38
Intercom Calling NZV $ 5.00 $ 1.38
Message Waiting Indicator MLN $ 5.00 $ 1.38
Station Controlled Conference-6 Port EQ6 $15.00 $ 7.70
Circuit Switched Data Service Elements LTQ6X $15.00 $ 4.40
Alternate Circuit LTX1X $15.00 $ 4.95
Packet Switched Data "B" Channel LTQ3X $100.00 $46.75
On-Demand Packet Switched Data "B"
Channel LTH7X $50.00 $11.00
Packet Switched Data Service "D" Channel
Element Charge LTQ4X $15.00 $ 3.58
Subsequent charges for Circuit Switched
Voice and/or Circuit Switched Data and/or
Packet Switched Data Rearrangements to
add line appearances per occasion REA1Z $15.00 ----
Circuit Switched Data Schedule - Each ISDN
Circuit Switched Data Call which originates
and terminates within the customer's local
calling area will be rated based on the Usage
Schedule shown below:
a. The initial 10 minute calling period (or
fraction thereof) $0.09
b. Each additional 5 minute period (or
fraction thereof) $0.09
12
Confidential
------------
Subject to Nondisclosure Agreement
8. OTHER CHARGES (Cont'd)
Business
Monthly
Rate
--------
Ameritech ISDN Direct (Cont'd)
c. ISDN Circuit Switched Data Calls outside
the customer's local calling area will be
billed at existing zone and MST usage
rates. The ISDN Circuit Switched Usage
Schedule above does not apply to
Centrex Intercom Calls.
Ameritech Intercept Referral
Extension Service $3.30
9. INTERZONE MESSAGE CHARGES
Business
Rate Miles Minute of Use
---------- -------------
1-20 $0.0528
10. MESSAGE TELECOMMUNICATIONS SERVICES
Message Toll Service:
Business
Rate Step Rate Miles Minute of Use
--------- ---------- --------
1 1 - 10 $0.0403
2 11 - 15 $0.0602
3 16 - 20 $0.0729
4 21 - 25 $0.0824
5 26 - 30 $0.0890
6 31 - 50 $0.0919
7 51 - 100 $0.0947
8 Over 100 $0.0928
Business
Monthly
Rate
--------
Toll Restriction Service
Per Business line Equipped $3.57
13
Confidential
------------
Subject to Nondisclosure Agreement
