CONTRACT FOR ALASKA ACCESS SERVICES
This agreement entered into this 1 day of June 1993 between Sprint
Communications Company L.P., a Delaware Limited Partnership, (hereinafter
referred to as "Sprint") and General Communications, Inc. and its wholly owned
subsidiary GCI Communication Corp., Alaska corporations (together "GCI").
A. GCI currently carries Sprint interstate measured telephone service
("MTS") traffic to and from the State of Alaska.
B. The parties wish to extend and expand their relationship to provide
greater service within and to and from Alaska for their services.
NOW, THEREFORE, in consideration of the mutual promises set forth below,
the parties agree as follows:
1. DEFINITIONS
(A) Alaska Average Terminating Access Cost: A blended per minute
rate calculated by computing GCI's average interstate terminating access
rates for each of the companies listed below, and then averaging those rates
weighted by the percentage of total GCI terminating access traffic to each
company. For each company the average terminating interstate rate will be
calculated using a 10 mile transport element. For the initial year of
this agreement, the access rate for each company shall be weighted as
indicated below to produce the final blended rate that is the Alaska Average
Terminating Access Cost.
Anchorage Telephone Utility 47.79
Matanuska Telephone Association 8.28
Fairbanks Municipal Utilities System 8.72
Telephone Utilities of Alaska, Inc. 18.14
Ketchikan Public Utilities 2.74
Xxxxxx Valley Telephone Cooperative, Inc. 0.65
Cordova Telephone Cooperative 0.41
Interior Telephone Company, Inc. 0.81
Arctic Slope Telephone Association Cooperative 0.50
GTE Alaska, Incorporated 0.38
Rest of State - NECA 13.58
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100.00%
Annually, using October terminating minutes, GCI shall update the
percentage used in calculating the Alaska Average Terminating Access Cost
based upon the percentage of GCI's total billed terminating access minutes for
each Alaska exchange company.
(B) Sprint Alaska Originated Traffic: All Sprint MTS traffic, other
than 800 and 900 traffic, which originates where GCI has facilities in Alaska
and is delivered to Sprint in Seattle for termination outside Alaska.
(C) Sprint Southbound Traffic: All Sprint 800 and 900 traffic which
originates in Alaska and terminates outside of Alaska.
(D) Sprint Northbound Traffic: All Sprint MTS traffic which
originates outside of Alaska and terminates in Alaska.
(E) Sprint Traffic: Sprint Northbound Traffic and Sprint Southbound
Traffic.
(F) POP: Point of Presence.
2. TRAFFIC SERVICES, CHARGES AND STANDARDS
A. SPRINT TRAFFIC. Sprint will use their best effort to utilize
the transmission services of GCI for all Sprint Traffic and GCI will transmit
Sprint Traffic as follows:
(1) SPRINT NORTHBOUND TRAFFIC. Sprint will deliver Sprint
Northbound Traffic to the GCI POP in Seattle, Washington. GCI shall route all
Sprint Northbound Traffic received at the POP to the appropriate destination
in Alaska.
(2) SPRINT SOUTHBOUND TRAFFIC. GCI will receive Sprint
Southbound Traffic and deliver it to Sprint in Seattle, Washington.
(3) SPRINT ALASKA ORIGINATED TRAFFIC. GCI will receive Sprint
Southbound Traffic and deliver it to Sprint in Seattle, Washington.
(4) SPRINT ALASKA DIRECTORY ASSISTANCE. Sprint will receive
Sprint Alaska Directory Assistance traffic to GCI POP in Seattle, Washington.
GCI shall route Sprint Alaska Directory Assistance to the appropriate Alaska
directory assistance provider.
(5) SPRINT ALASKA INWARD OPERATOR SERVICES. Sprint will route
Inward Operator Traffic to GCI in Seattle, Washington and GCI will route the
traffic to the GCI Operator center in Wasila, Alaska. GCI will offer Inward
Operator service which is consistent with the service offered from the local
exchange operating companies in Alaska.
B. CHARGES. GCI shall charge and Sprint shall pay for services
provided by GCI under this section as follows:
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(1) SPRINT NORTHBOUND TRAFFIC. Sprint Northbound Traffic shall
be charged at rates equal to AT&T's best SDN or Megacom tariff rates, subject
to the appropriate term and volume, in effect on that date the traffic is
generated, less an amount equal to such rate times the following percentage in
the applicable year:
Year Percent
---- -------
1993-1995 10.0
1996-1997 12.0
Sprint shall elect the specific tariff and options by
written notice to GCI. All terms and conditions of the tariff
chosen which determine price shall apply to the GCI rates.
Notwithstanding the calculations of the rates as provided in this
subsection, the average rate per minute for Sprint Northbound Traffic shall
not be less than the Alaska Average Terminating Access Cost plus $0.02 (two
cents). GCI will provide 30 day written notification to Sprint prior to the
implementation of this option.
(2) SPRINT SOUTHBOUND TRAFFIC. Sprint Southbound Traffic
(except for Sprint Alaska Originated Traffic) shall be charged at the
following rates per minute in the appropriate calendar year:
Year Rate in Dollars
---- ---------------
1993 .185
1994 .18
1995 .175
1996 .17
1997 .165
There shall be no time of day discount. GCI shall pay the
Alaska exchange access and Alascom interexchange charges for Sprint Southbound
Traffic. Any query charges associated with the routing of Sprint Southbound
Traffic, due to FCC Docket #86-10, will be passed on to Sprint.
(3) SPRINT ALASKA ORIGINATED TRAFFIC. GCI and Sprint agree to
work toward a mutually satisfactory arrangement if Sprint requires Alaska MTS
origination.
(4) SPRINT ALASKA DIRECTORY ASSISTANCE. GCI shall charge $0.65
for each Sprint Alaska Directory Assistance call.
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(5) SPRINT ALASKA INWARD OPERATOR SERVICES. GCI and Sprint will
work toward a mutually satisfactory arrangement in the provisioning of Inward
Operator Services and GCI will provide Sprint with a price for each type of
call.
C. BILLING. GCI will xxxx Sprint for the services outlined in this
Agreement monthly, in a format acceptable to Sprint and containing sufficient
detail for Sprint to properly validate the xxxx. Sprint will pay all
non-disputed amounts within 30 days of the receipt of the invoice.
D. TIMING OF CALLS. Unless an applicable tariff otherwise
provides, the time of message billing begins with trunk seizure in the case of
subsections B(2) and B(3) and answer the case in subsection B(1) and ends with
disconnect.
E. CHANGES IN TARIFF. If any referenced AT&T tariff is terminated
or altered so as to materially change the rates charged herein, the parties
shall select a tariff and/or a new rate that substantially reflects the
economic and commercial transaction contemplated by the parties in this
section.
F. PRICE PROTECTION. Notwithstanding anything to the contrary, the
overall pricing, for all combined services, that GCI shall charge Sprint shall
not be more than any other overall combined pricing offered to another
customer for similar services and similar volumes during the term of this
agreement.
G. NETWORK PERFORMANCE STANDARDS. GCI shall use its best efforts
to maintain the quality of its service(s) provided under the direct control of
GCI. Each party will ensure that industry standards pertaining to the
transmission and delivery of traffic are maintained at all times. GCI shall
guarantee the performance of GROUP III fax and V.32 9600 bps modems for
facilities under its control. Voice compression will be engineered to provide
a freeze-out ratio less than .1%. GCI will provide its best effort to route
Sprint traffic on terrestrial facilities when they are available. Sprint
traffic will be subject to the same capacity constraints, satellite routing,
and compression standards as GCI, or any of GCI's other inter-exchange carrier
customers. GCI will restore Sprint traffic within the same time as GCI uses to
restore its own traffic. Satellite transmission will be used to provide
restoral service during extended outages.
3. TERM. Services provided under this Agreement shall be for a term of
three years beginning June 1, 1993 and ending May 31, 1996. The term shall be
automatically extended for two (2) one (1) year periods through May 31, 1998
unless Sprint elects to cancel the renewal periods by giving GCI written
notice of nonrenewal at least 180 days to the next renewal period.
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4. DEFAULT AND REMEDIES
A. EVENTS OF DEFAULT. A party shall be in default upon the
occurrence of any of the following:
(1) The party shall have failed to make any payment when due,
coupled with its failure to remedy nonpayment within thirty days after receipt
of written notice thereof from the other party.
(2) The party shall have failed to perform its obligations
under Section 2.G. coupled with failure to remedy nonperformance within thirty
days after receipt of written notice thereof from the other party.
(3) The party shall not have paid, or shall have admitted in
writing its inability to pay, its debt as it matures or shall have applied
for, consented to or acquiesced in the appointment of a trustee or receiver
for any part of its property, or shall have authorized any such action; or in
the absence of any such application, consent or acquiescence a trustee or
receiver shall have been appointed for a party or for a substantial part of
its property and shall not have been discharged within sixty (60) days; or any
bankruptcy or insolvency law or any dissolution or liquidation proceeding
shall have been instituted by the party or, if instituted against the party,
shall not have been dismissed with a period of sixty (60) days.
B. CONSEQUENCE OF DEFAULT AND REMEDIES. In the event of default,
the non defaulting party shall have the right, immediately upon written notice
to the defaulting party, to terminate this agreement without further
liability, including monetary early termination charges, except for
obligations incurred prior to the termination date. In addition, the non
defaulting party shall have the option and may exercise the dispute resolution
outlined in Section 5.C., below.
C. DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. One
arbitrator shall be named by GCI and one arbitrator shall be named by Sprint.
A third arbitrator shall be named by the two arbitrators so chosen, or if they
cannot agree, the third arbitrator shall be an expert in the field of
telecommunications named by the American Arbitration Association. Both
parties shall be required to name arbitrators within twenty (20) days after
the one party has given notice of intent to arbitrate. Awards shall be made
by a majority of the arbitrators provided, however, that if a majority
decision cannot be reached, the independent arbitrator chosen by the
party-designated arbitrators or the American Arbitration Association shall
decide the case.
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6. MISCELLANEOUS.
A. FORCE MAJEURE. CHANGE IN LAW OR REGULATION.
(1) Neither party shall be liable for its failure to perform
hereunder due to any contingency beyond its reasonable control, including acts
of God, fires, floods, earthquakes, volcanic eruptions, wars, sabotage,
accidents, labor disputes or shortages, government laws, ordinances, rules and
regulations whether valid or invalid, inability to obtain material, equipment
or transportation, defective equipment and any other similar or different
contingency. The party whose performance is prevented by any such contingency
shall have the right to omit during the period of such contingency all or any
portion of the service deliverable during such period.
(2) If a substantial chance in law or regulation occurs
materially affecting the services, charges or other requirements and
conditions of this Agreement to the degree that one or both of the parties are
materially and adversely affected, the parties shall negotiate amendments to
this Agreement to restore the parties to substantially the same position as if
the law or regulatory change had not occurred. In the event that this
Agreement cannot be changed to restore the parties substantially to the status
quo ante, either party may terminate this agreement.
B. MODIFICATIONS, CONSENTS AND WAIVERS. No failure or delay on the
part of either party in exercising any power or right hereunder or under any
other document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude any other or future
exercise thereof or the exercise of any other right or power. No amendment,
modification or waiver of any provisions of this Agreement or the other
documents, nor consent to any departure by the party therefrom shall be
effective only in the specific instance and for the purpose for which given.
Except as otherwise provided in any document, no notice to or demand on a
party in any case shall entitle that party to any other or future notice or
demand in similar or other circumstances.
C. NOTICES. Unless otherwise provided herein, all notices
concerning this Agreement shall be deemed given on the day telecopied with
hard copy mailed follows:
If to Sprint:
Sprint Communications Company
Attn: Director, Access Planning
0000 X. 00xx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
With a copy to Attn: Manager, Tactical Access Planning
Facsimile: (000) 000-0000
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If to GCI:
General Communication Incorporated
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxx 00000-0000
Attn: General Manager
With a copy to Attn: Director Carrier Relations
Facsimile: (000) 000-0000
A party may change the address, person and facsimile number by
written notice to the other party.
D. CONFIDENTIALITY. Neither party shall disclose to any third
party during the service term and any renewal period, or during the three (3)
year period immediately following receipt of service under this Agreement, any
of the terms and conditions set forth in this agreement without the prior
written consent of the other party, unless such disclosure is required to be
disclosed by law or is necessary in any legal proceeding establishing rights
and obligations under this Agreement.
E. RULE OF CONSTRUCTION. All parties to this Agreement have been
represented by separate counsel, or have been afforded the opportunity
thereof, and all terms and conditions herein have been negotiated at arms'
length. Given the above and the consideration provided within this document,
the rule of strict construction, which construes the document against the
drafter, is waived in its entirety by all parties and shall not apply.
F. BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and assigns, except that the parties may not assign or transfer any part of
this Agreement hereunder without the other party's prior written consent
except to a parent subsidiary or affiliate under the control of the party.
G. ENTIRE AGREEMENT. This Agreement and the other documents
described herein set forth the entire agreement between the parties supersedes
all prior communications and understandings of any nature and may not be
supplemented or altered orally. In the event of a conflict between the
provisions of this Agreement and any of the other documents, the provisions of
this Agreement shall control.
H. GOVERNING LAW. This Agreement and the other documents shall be
deemed to be contracts under the laws of the State of Kansas and for all
purposes shall be construed in accordance with and governed by the laws of
said State.
I. HEADINGS. Articles and section headings used in this Agreement
are for convenience only and shall not affect the construction of this
Agreement.
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J. EXECUTION IN COUNTERPARTS. This Agreement may be executed by
the parties hereto individually or in separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same document.
This Agreement executed as of the date set forth above.
SPRINT COMMUNICATIONS COMPANY L.P.
By:
--------------------------------
Printed Name: X.X. Xxxxx
Title: Vice Pres.
GCI COMMUNICATION CORPORATION
By:
--------------------------------
Printed Name: Xxxxxx Xxxxxx
Title: EVP & General Manager
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