CONFIDENTIAL
AMERITECH RESALE LOCAL EXCHANGE SERVICE
CONFIRMATION OF SERVICE ORDER
This Confirmation of Service Order ("Agreement") is by and between
Ameritech Information Industry Services, a division of Ameritech Services, Inc.,
a Delaware corporation with offices at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx, 00000, on behalf of Illinois Xxxx Telephone Company
("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. ("Carrier").
WHEREAS, Ameritech intends to offer Resale Local Exchange Services in MSA-1
("Service") at the rates and conditions set forth in the tariff attached hereto
as Exhibit A; and
WHEREAS, Carrier desires to purchase Ameritech Resale Local Exchange
Services in MSA-1 under the rates, terms and conditions set forth herein and in
Exhibit A;
NOW, THEREFORE, in consideration of the mutual obligations set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Ameritech and Carrier agree as
follows:
1.0 SERVICE ORDER
Carrier hereby orders Ameritech Resale Local Exchange Service in MSA-1
offered under Illinois Xxxx Tariff I.C.C. No. 5, Part 22, which Ameritech
intends to file with the Illinois Commerce Commission in a form
substantially similar to the Resale Local Exchange Service tariff attached
hereto as Exhibit A and incorporated by reference into this Agreement.
Carrier orders the following services under Ameritech's Resale Local
Exchange Service for a term of ten (10) years ("Service Term") and commits
to a minimum annual volume of 150,000 business access lines per month,
which totals 1.8 million monthly business access lines per year ("Volume
Commitment"). The business access lines are described in Section 1.0
(A)(1). Each PBX Trunk shall count as a single business access line.
A. Access Lines
------------
Price
-----
1. Business Direct Lines
(All Business Direct Line Prices include
the End User Common Line Charge)
Single Line Subscribers Area A $7.64 (per month)
Single Line Subscribers Area B $11.04 (per month)
Single Line Subscribers Area C $14.16 (per month)
CONFIDENTIAL
------------
SUBJECT TO NON-DISCLOSURE AGREEMENT
Multiline Subscribers Area A $8.07 (per month)
Multiline Subscribers Area B $11.47 (per month)
Multiline Subscribers Area C $14.59 (per month)
PBX Trunk, Area A $8.29 (per month)
PBX Trunk, Area B $11.69 (per month)
PBX Trunk, Area C $14.88 (per month)
2. Service Ordering Charges
As set forth in I.C.C. No.5, Part 1, Section 6. These Service Ordering
Charges are in addition to any other scheduled rates and charges normally
applying under tariff. They apply in addition to, and not in lieu of,
Channel Charges, Initial Non-Recurring Charges or Construction Charges made
because of unusual cost in establishing service.
B. Usage
-----
1. Business Local Usage Services
Band A $.0098 (per minute)
Band B $.0202 (per minute)
Band C $.0516 (per minute)
2. Business Operator Assisted Usage Services
Band A $.0098 (per minute)
Band B $.0202 (per minute)
Band C $.0516 (per minute)
3. Operator Surcharges
Person to Person
- Business $2.604 (per call)
Billed to a Third Number
- Business $1.6368 (per call)
Collect Calls
- Business $1.2276 (per call)
2
Automated Available-Calling Card
Customer Dialed
- Business $0.4836 (per call)
Automated Available-Calling Card
Operator Dialed
- Business $1.3020 (per call)
Automated Not Available-Operator
Must Assist
- Business $0.4836 (per call)
Sent Paid/Operator Assisted
Other Telephones
- Business $0.7812 (per call)
Busy Line Verify
- Business $1.488 (per request)
Busy Line Verify and Interrupt
- Business $3.72 (per request)
C. Telecommunications Features
---------------------------
1. Touch Tone Service
- Business No Additional Charge
2. Call Waiting
- Business $1.40 (per month)
3. Call Forwarding Variable
- Business $1.40 (per month)
4. Threeway Calling
- Business $1.40 (per month)
5. Call Trace
- Business $3.00 (per month)
6. Distinctive Ringing
- Business $1.40 (per month)
7. Call Screening
- Business $1.40 (per month)
3
8. Caller ID
- Business $3.66 (per month)
9. Caller ID with Name
- Business $1.50 (per month)
10. Pay Per Use-Automatic Call Back
- Business $0.45 (per use)
11. Pay Per Use-Repeat Dialing
- Business $0.45 (per use)
12. 900 Special Access Code
Blocking Service No Additional Charge
13. 976 Prefix Blocking Service No Additional Charge
14. Multi Ring Service
First Line
- Business $1.40 (per month)
Second Line
- Business $1.20 (per month)
15. Busy Line Transfer
- Business $0.75 (per month)
16. Alternate Answering
- Business $0.75 (per month)
17. Customer Control Options-Busy Line
Transfer or Alternate Answering
- Business $0.85 (per month)
18. Message Waiting Tone
- Business $0.21 (per month)
19. Easy Call
- Business $3.00 (per month)
20. Special Delivery Service
- Business $0.09 (per month)
21. Temporary Intercept
Business
- per Central Office line $2.91 (non-recurring
charge)
4
- per port intercepted $2.91 (non-recurring
charge)
22. Remote Call Forwarding
- Business $9.31 (per month)
23. Customer Controlled Reroute Service
- Business $300.00 (per month)
- Non-recurring charge $3000.00
D. Other Services
-------------
1. Extra Listings
Business
- Multiline $1.02 (per listing)
- Other Directory $1.02 (per listing)
2. Private
- Business $0.85 (per month)
3. Semi-Private
- Business $0.55 (per month)
4. Directory Assistance Call Service
- Business $0.2232 (per call)
5. Information Call Completion Service
- Business $0.1711 (per call)
Note: Items 6-20 Refer to Ameritech ISDN only
6. National ISDN CO Termination $9.41 (per month)
Non-recurring charge $50.00
7. ISDN Direct CO Termination $9.41 (per month)
Non-recurring charge $50.00
8. ISDN National Line or Direct Line
- Area A $7.86 (per month)
- Area B $11.26 (per month)
- Area C $14.38 (per month)
9. Distance Extension Charge, per line $22.50 (per month)
10. Circuit Switched Service Element
Per "B" channel $1.80 (per month)
5
Non-recurring charge $15.00
11. Additional Call Offering $1.20 (per month)
Non-recurring charge $5.00
12. Additional Multiple Call Appearances (each) $1.20 (per month)
Non-recurring charge $5.00
13. Intercom Calling $1.20 (per month)
Non-recurring charge $5.00
14. Secondary Telephone Number (each) $1.20 (per month)
Non-recurring Charge $5.00
15. Station Controlled Conference - 6 port $8.40 (per month)
Non-recurring charge $15.00
16. Message Waiting Indicator (each) $1.50 (per month)
Non-recurring charge $5.00
17. On Demand Packet Switched
Data "B" Channel $12.00 (per month)
Non-recurring charge $50.00
18. Alternate Circuit Switched Voice/Data $5.40 (per month)
Non-recurring charge $15.00
19. Packet Switched Data "B" Channel $51.00 (per month0
Non-recurring charge $100.00
20. Packet Switched Data "D" Channel $3.90 (per month)
Non-recurring charge $15.00
Note: Items 21 - 25 refer to Direct Inward Dialing (DID)
Service only
21. Common Equipment, per DID trunk group $12.35 (per month)
Non-recurring charge $1,356.88
22. DID Trunk CO Termination, per trunk $18.44 (per month)
Non-recurring charge $32.95
23. DID Trunk CO Termination with
touch tone, per trunk $18.44 (per month)
24. Subsequent additions, deletions
or rearrangements $276.22 (non-recurring
6
25. DID Number Charges
- 10 assigned DID station
numbers, or fraction thereof $.18 (per month)
- 10 reserved DID station
numbers, or fraction thereof $.18 (per month)
Note: Items 26 - 31 refer to 2-way DID with Call Transfer
SERVICE ESTABLISHMENT
26. Area A
- With initial DID service
(per trunk group) $175.00 (non-recurring)
- Subsequent to establishment of DID
service (per trunk group) $175.00 (non-recurring)
- 2-way DID Trunk with Call Transfer $13.28 (per month)
27. Area B
- With initial DID service
(per trunk group) $175.00 (non-recurring)
- Subsequent to establishment of DID
service (per trunk group) $175.00 (non-recurring)
- 2-way DID Trunk with Call Transfer $17.70 (per month)
28. Area C
- With initial DID service
(per trunk group) $175.00 (non-recurring)
- Subsequent to establishment of DID
service (per trunk group) $175.00 (non-recurring)
- 2-way DID Trunk with Call Transfer $18.59 (per month)
29. All Areas
- Change in Outpulsing, Start Dial or
Signal Type (per trunk group) $28.00 (non-recurring)
- Change or Redesign in Signaling or
Transmission Interface (per occurrence) $150.00 (non-recurring)
CONVERSIONS
30. All Areas
- Of entire DID trunk group to 2-way
DID or entire 2-way DID trunk
group to DID $300.00 (non-recurring)
- Of individual DID trunks to a new
2 way DID trunk group $175.00 (non-recurring)
7
- Change in Outpulsing, Start Dial or
Signal Type $28.50 (non-recurring)
- Change or Redesign in Signaling or
Transmission Interface (per occurrence) $150.00 (non-recurring)
31. Foreign District Service (mileage charge)
- per first airline mile, or fraction thereof $16.20 (per month)
- per additional airline mile, or
fraction thereof $2.10 (per month)
2.0 FAILURE TO MEET VOLUME COMMITMENT
2.1 For each twelve (12) month period following the Ramp Up Period (as
defined in Section 5.1), Carrier's actual usage shall be calculated by
adding the actual in-service business access lines at the end of each
month during the twelve (12) month period ("Actual Usage").
2.2 For each twelve (12) month period following the end of the Ramp Up
Period, subject to Section 3.0, Carrier shall pay Ameritech if it
fails to meet the Volume Commitment. Carrier's underutilization
liability for such failure to meet the Volume Commitment shall be
calculated as follows:
X x Y, where:
X = an average of Carrier's business line rates which, for
purposes of this Section, shall be $14 ("Average Business Line
Rate");
Y = 1.8 million less the Actual Usage.
If the final period at the end of the Service Term is less than twelve
(12) months, the underutilization liability shall be calculated on a
pro rata basis.
3.0 VOLUME COMMITMENT FLEXIBILITY
3.1 In any twelve (12) month period following the Ramp Up Period in which
Carrier's Actual Usage is less than or greater than the Volume
Commitment, the amount of the shortfall ("Shortfall Amount") or the
excess ("Excess Amount") shall be placed into a pool ("Carryover
Pool"). Shortfall amounts shall increase the Carryover Pool and Excess
8
Amounts shall decrease the Carryover Pool. For example, if Carrier's
Volume Commitment is 1.8 million lines and its Actual Usage for the
twelve (12) month period is 1.2 million lines, the Carryover Pool
would be increased by 600,000 lines. If, in the following year,
Carrier's Actual Usage for the twelve (12) month period is 2.4
million lines, the Carryover Pool would be decreased by 600,000
lines.
3.2 The line volume in the Carryover Pool will not be subject to the
underutilization charge (except as provided in Section 3.4) and may
never exceed 3.6 million lines ("Carryover Pool Cap'). If, at the end
of any twelve (12) month period following the Ramp Up Period, the
lines in the Carryover Pool exceed the Carryover Pool Cap, Carrier
shall pay Ameritech an amount equal to the excess lines above the
Carryover Pool Cap multiplied by the Average Business Line Rate.
3.3 If the number of lines in the Carryover Pool at the end of the
Service Term is zero to less, no further action is required. If the
number of lines in the Carryover Pool at the end of the Service Term
is greater than zero Carrier shall, at its option, pay Ameritech an
amount equal to each line in the Carryover Pool multiplied by the
Average Business Rate or shall subscribe on a monthly basis to an
equivalent number of lines during the next three year period
("Extension Term"). For example, if the number of lines in the
Carryover pool is 300,000, Carrier could subscribe to 300,000 lines
for a single month or, in the alternative, could subscribe to 100,000
lines per month for three months. The same terms and conditions which
apply to the ten (10) year Service Term shall apply to any Extension
Term. Carrier shall have the option to fulfill this obligation during
any consecutive period of time within the Extension Term, as long as
such consecutive period immediately follows the end of the Service
Term.
3.4 Carrier shall pay Ameritech for any unsubscribed lines remaining in
the Carryover Pool at the end of the Extension Term or, if earlier,
at the end of any consecutive period of Service described in Section
3.3. Carrier shall pay Ameritech an amount equal to the number of
remaining lines multiplied by the Average Business Line Rate.
4.0 EFFECTIVE DATE
The effective date of this Agreement is October 31, 1995. Service shall
commence thirty (30) days after the tariff attached as Exhibit A becomes
effective ("Service Start Date"), but in no event shall service commence
prior to February 1, 1996.
9
5.0 TERM AND TERMINATION
5.1 The Service Term is ten (10) years, beginning on the Service Start
Date. The "Ramp Up Period" shall begin ninety (90) days following the
Service Start Date and shall end eighteen (18) months thereafter.
5.2 If Carrier cancels this order before the Service Start Date, Carrier
shall reimburse Ameritech for costs incurred by Ameritech on behalf
of Carrier up until the time of cancellation.
5.3 If, after the Service Start Date, Carrier terminates this Agreement
prior to the end of the term specified in Section 5.1, for any reason
other than for cause or for taking Service pursuant to Section 7.0,
Carrier shall pay Ameritech for the unmet portion of the Volume
Commitment at the month to month rates for the time remaining in the
term. This termination liability shall be calculated according to the
formula set forth below, and shall then be adjusted to the net
present worth using the Ameritech cost of money as set forth in
I.C.C. No.5, Part 16, Section 3.4B(2):
X x Y x Z, where:
X = an average of month to month business line rates, weighted
to reflect Carrier's mix of business lines in access areas A, B
and C ("Average Monthly Business Line Rate");
Y = the Volume Commitment; and
Z = the number of years or fractional years remaining in the
Service Term after the Ramp Up Period.
Carrier shall also pay Ameritech an amount equal to the number lines,
if any, in the Carryover Pool multiplied by the Average Business
Line Rate - $14.
5.4 Either party may terminate services under the tariff immediately
following written notice and opportunity to cure as set forth
hereunder in the event the other party is in default as to any of its
material obligations hereunder provided that (a) the defaulting party
receives notice of termination containing a reasonably complete
description of the default and (b) the defaulting party fails to cure
such default within thirty (30) days of receiving such notice or ten
(10) days of such notice if the default is nonpayment.
5.5 If the tariff revisions that implement Ameritech's Resale Local
Exchange Service to Carrier are suspended for more than six (6)
months or are rejected, or if the terms of this Agreement or the
terms of the Resale
10
Local Exchange Service tariff are altered in any material manner,
then either party may elect to terminate this Agreement without
liability on thirty (30) days' written notice given not later than
sixty (60) days after the event giving rise to the termination right.
6.0 CONDITIONS PRECEDENT
6.1 Neither party shall be required to perform its respective obligations
under this Agreement unless and until Ameritech's tariff for Resale
Local Exchange Service goes into effect in substantially the same
form as set forth in Exhibit A.
6.2 Neither party shall be required to perform its respective obligations
under this Agreement unless and until Carrier obtains certification
as a local exchange Carrier in MSA-1 in the state of Illinois under
220 ILCS 13/405.
7.0 RATE CHANGES
In consideration for Carrier agreeing to the maximum volume and term
commitment currently available, if Ameritech sells the same service at a
lower rate to a similarly situated customer (i.e., resale customer making
a term and/or volume commitment including MSA-1), then Ameritech shall
make such lower rate available to Carrier. Ameritech shall notify Carrier
within forty-five (45) days of such lower rates becoming available. This
provision shall apply regardless of whether the Service is offered under
tariff or contract.
8.0 NEW SERVICES
If Ameritech introduces any new services to its Resale Local Exchange
Service during the period of Carrier's Service Term, and if those services
have a volume or term discount, those services shall be made available to
Carrier at the rate which corresponds to Carrier's volume and term
commitment.
9.0 PROMOTIONAL MATERIALS
Ameritech shall provide Carrier with information related to the use of
the services suitable for Carrier's use in its marketing and promotional
material. Ameritech shall also make available to Carrier's personnel, at
then prevailing prices, training related to the use and operation of the
services.
11
10.0 CREDIT ALLOWANCES FOR SERVICE INTERRUPTIONS
Carrier shall be entitled to credit allowances for service interruptions
in accordance with I.C.C. No. 5, Part 1, Section 5.
11.0 CHANGED CIRCUMSTANCES
11.1 Upon reasonable notice provided by either party, Ameritech and
Carrier shall meet to review any unforeseen material changes in the
competitive circumstances in the industry, including the
competitiveness of the rates herein, and shall negotiate concerning
any changes that may be necessary to the rates for any services in
this Agreement. Any changes agreed upon shall not become effective
until any applicable regulatory filing requirements are met.
11.2 In the event Carrier converts to a new Ameritech service that
utilizes a change in technology to provide the same service to
Carrier with fewer business access lines, and as a result of this
conversion Carrier fails to achieve the Volume Commitment for that
twelve month period, Carrier's Volume Commitment for that twelve
month period and for each twelve period remaining in the Service Term
shall be reduced by an amount equal to the estimated amount of
reduced access lines associated with the service conversion each
year.
12.0 IMPLEMENTATION
12.1 Following execution of this Agreement, Ameritech and Carrier shall
jointly develop an implementation plan for services. This
implementation plan shall address, among other things, procedures for
on-line ordering, provisioning, and access to customer service
records with proper authorization.
12.2 Ameritech shall implement Carrier's service orders on a timely basis
and within implementation intervals no less promptly than Ameritech
implements other service orders for similar items, including retail
service orders. If Ameritech fails to implement a service order
within such an interval and such failure is not caused by a force
majeure (which shall include fires, embargoes, labor disputes, acts
of God, the public enemy or other causes beyond Ameritech's
reasonable control) or some fault of Carrier (which "fault" shall
include any delays associated with Carrier notification periods and
suspensions of change orders provided for in Ameritech's tariff for
Resale Local Exchange Service), then Ameritech will waive any non-
recurring charges associated with implementation of the Ameritech
service.
12
13.0 TARIFF
13.1 All terms and conditions of Ameritech's Resale Local Exchange
Service are set forth in the applicable tariff, which fully
determines the rights and obligations of Ameritech and Carrier. No
representation or agreements, written or oral, shall alter or in any
way affect these rights or obligations. The tariff and this
Agreement contain all the applicable rates and charges to be paid by
Carrier in connection with Resale Local Exchange Service. In the
event of a conflict or discrepancy between the provisions of this
Agreement and the provisions of the tariff, the provisions of the
tariff shall govern.
13.2 Ameritech will use its best efforts to maintain its tariffs in a
manner consistent with the terms of this Agreement. If Ameritech
revises any tariff in a manner that is inconsistent with the
provisions of this Agreement in any material respect and Ameritech
does not effect revisions that remedy such inconsistency within
ninety (90) days after receipt of written notice from Carrier, then
Carrier may elect to terminate this Agreement without liability
after an additional thirty (30) days written notice.
13
14.0 PUBLICITY
Except as otherwise provided in this Agreement, Carrier 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 Carrier 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.
IN WITNESS WHEREOF, this Agreement has been executed by the parties set
forth below.
U.S. Network Corporation Ameritech Information Industry Services,
a division of Ameritech Services, Inc., on
behalf of Illinois Xxxx Telephone Company
By: /s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxx X. Xxx
--------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxx
------------------------- ------------------------------------
Title: Chairman and CEO Title: President
------------------------ -----------------------------------
Date: October 31, 1995 Date: October 31, 1995
------------------------- ------------------------------------
[SEAL]
14
