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EXHIBIT 10.64
*** Confidential treatment has been requested for portions of this agreement.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [*****]. A complete version of this
agreement has been filed separately with the Securities and Exchange Commission.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
SUPPORT AGREEMENT
Interstate Telephone Company, Inc., a Georgia Corporation, located at 000 Xxxxx
Xxxxxx, X.X. Xxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as
"ITC") by signature agrees to grant and
ITC Service Company
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
(Hereinafter referred to as the "Service Co") agrees to accept on the following
terms and conditions, support and miscellaneous services detailed below. ITC
agrees to accept on the following terms and conditions, the miscellaneous
services provided by Service Co.
1. INCLUSIONS FOR SERVICES PROVIDED TO SERVICE CO BY ITC:
A. Provide support for mail/postage services - External and
Internal Mail
B. Support & maintenance on personal computers, network, video
conferencing equipment, board room computer and presentation
equipment, accounting and fixed asset software, tax, network
and desktop software.
C. Support for payroll & management of employment related
benefits programs
2. SUPPORT FEES FOR SERVICES PROVIDED BY ITC TO SERVICE CO:
1A. Mail & postage services - [*****] per month plus actual cost
of postage
1B. IT Support - [*****] per month per attached schedule. A one
time license fee of [*****] to compensate ITC for capital cost
of hardware and software
1C. Payroll & HR benefits management - [*****] per month plus
actual cost of any specific payroll or benefit fees
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3. INCLUSIONS FOR SERVICES PROVIDED TO ITC BY SERVICE CO:
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
A. Scheduling, collection and billing for cabin utilization
B. Storage of old financial records and equipment at facilities
owned by Service Co
4. SUPPORT FEES FOR SERVICES & FACILITIES PROVIDED BY SERVICE CO TO ITC:
3A. Scheduling & management of cabin utilization - [*****] per
month
3B. Storage fee will be based on square footage used x [*****] per
square foot. To be billed monthly.
5. OTHER FEES:
A. Service Co will be billed for telephone and cable services per
usage with appropriate local companies.
B. Service Co will be billed extra software development fees at
[*****] per hr for development of new lotus notes applications
or other software specifically requested by the company for
their use.
C. Service Co will be billed for all software upgrades and new
software ordered and utilized specifically for them.
D. Service Co will be billed for all personal computers and
hardware ordered and utilized specifically for them.
E. Service Co will be billed for concession lines for 10 of their
current employees. No new concession lines will be given to
employees of Service Co.
6. EFFECTIVE DATE AND TERMINATION:
This agreement is effective as of the date accepted by both parties
below. Prices are subject to change January 1st of each year, beginning
with January 2002. The Agreement is automatically renewed January 1st
of each year, if no written notice of termination has been given.
Service Co and ITC may terminate receiving services within this
Agreement upon thirty (30) days written notice. Termination of part of
the services will not terminate this Agreement on the other services.
Both companies agree to continue providing services until termination
by the other party.
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Accepted by: Accepted by:
Interstate Telephone Company ITC Service Company
Signature: /s/ Xxxxx Xxxxxxxx Signature: /s/ Xxxxxxx X. Xxxxx III
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Typed Name: Typed Name:
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Title: Vice President Title: President and COO
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Date: 11/2/99 Date: 10/29/99
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