Exhibit 10.12
RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and Logix Communications Corporation
("Customer"). Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in Exhibit
1.
2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose
any terms of this Agreement, including pricing, or Proprietary Information of
the other Party. Proprietary Information shall remain the property of the
disclosing Party. A Party receiving Proprietary Information shall: (i) use or
reproduce such information only when necessary to perform this Agreement; (ii)
provide at least the same care to avoid disclosure or unauthorized use of such
information as it provides to protect its own Proprietary Information; (iii)
limit access to such information to its employees or agents who need such
information to perform this Agreement; and (iv) return or destroy all such
information, including copies, after the need for it has expired, upon request
of the disclosing Party, or upon termination of this Agreement.
Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies, a
Party may seek injunctive relief to enforce this paragraph.
3. TERM. This Agreement will commence on the first day of the second month
following the month in which Sprint executes the Agreement. The Term will
continue after commencement for the period specified in Attachment A.
4. TERMINATION FOR CAUSE.
4.1. A Party may terminate this Agreement upon the other Party's failure to cure
any of the following within 30 days following written notice thereof: (a) the
(i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in majority ownership of a Party
without the other Party's prior written consent, which consent shall not be
unreasonably withheld; (d) a final order by a government entity with appropriate
jurisdiction that a Service or the relationship hereunder is contrary to law or
regulation; or (e) material breach of any other provision of this Agreement not
otherwise referred to in Paragraph 4.
4.2. If Customer fails to cure a breach as provided in Paragraph 8 or if
Customer breaches a provision of Paragraph 17 or I 8, Sprint may, at its option
and in addition to other remedies available in law or equity, take one or more
of the following steps: (i) refuse to accept additional orders for Service; (ii)
refuse to install new Service types or Service locations; (iii) disconnect or
block ANIs, circuits, or other Service Elements; (iv) discontinue Promotional
Discounts and or international discount rates for Services provided until such
time as Customer is in full compliance with Paragraphs 8, l7 and 18 of this
Agreement; and/or (v) terminate this Agreement.
4.3. Customer may terminate the Agreement upon 30 days written notice if Sprint
fails to cure any non-compliance with subparagraph 16.2 of this Agreement.
4.4. Upon termination of this Agreement a Party may recover from the other all
sums it is owed at the time of termination.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge described in Subparagraph 5.2. Service will be discontinued
the first business day of the fourth month after such notice of termination.
5.2. Resale Solution Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult if
not impossible to calculate Sprint's loss if Customer terminates the Agreement
pursuant to Subparagraph 5.1 or breaches the Agreement prior to the end of the
Term. Therefore, to compensate Sprint for such loss, and not as a penalty,
Customer shall pay Sprint an Early Termination Charge in the event of such
termination or breach. The Early Termination Charge shall equal 50% of $250,000
for each month remaining in the first twenty-four months (24) in the Term when
Service is discontinued pursuant to Subparagraph 5.1 or terminated due to
Customer's breach. The Early Termination Charge shall be paid within 30 days
after the notice provided pursuant to Subparagraph 5.1.
5.3. Acquisition of Another Entity. Customer represents and warrants that it is
in the process of completing an acquisition of American Telco, Inc. which, if
not completed, would not allow Customer to filfill its obligations under this
Agreement. Therefore, in the event Customer fails to complete the acquisition of
American Telco, Inc. within the next 60 days, then Customer may terminate this
Agreement, without any Early Termination Charge, so long as such termination
notice is received by Sprint within 90 days of the Effective Date of this
Agreement, subject to the payment of any and all services provided up to and
including the date of termination. If (i) Customer does acquire the 'new entity
within 60 days of the Effective Date or (ii) does not acquire the new entity but
does not provide Sprint notice of termination within 90 days of the Effective
Date; then this Agreement shall continue in accordance with its terms until
otherwise terminated or expires.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.1. Interstate and international Service shall be provided pursuant to Tariff
as supplemented by this Agreement. In the event of a conflict between this
Agreement and any Tariff, the Tariff shall control.
6.2. Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment D.
The Interstate Adjustment shall be based on intrastate usage at the Product
Hierarchy Level and will equal the difference between (a) such usage priced at
Tariff less Tariff discounts and (b) such usage priced at the Interstate
Adjustment Rate in Attachment D less Discount One discounts. The Interstate
dif-
SPRINT PROPRIETARY INFORMATION
1
▇▇▇▇▇▇▇ between (a) such usage priced at Tariff less Tariff discounts and (b)
such usage priced at the Interstate Adjustment Rate in Attachment D less
Discount One discounts. The Interstate Adjustment for a given month shall not
exceed interstate billing for such month.
6.3. Customer shall pay all applicable Tariff charges including, but not limited
to, fixed charges, feature charges, enhanced Toll Free charges, access facility
charges, and installation and other non-recurring charges. Additionally,
Customer will pay, in accordance with applicable Tariffs, any taxes, levies,
surcharges, or other costs that Sprint is obligated to pay to any governmental
entity or other third party, provided that (i) such obligation is imposed by
valid and lawful legislation or regulation, and (ii) such obligation arises out
of the use of Sprint's services.
6.4. Sprint may modiiy or withdraw Tariffs from time to time, which may include
discontinuation of any Service without Sprint's liability. In the event that a
Service is discontinued and such discontinuation materially and adversely
affects Customer's ability to do business as anticipated in this Agreement, then
Customer may terminate this Agreement upon thirty (30) days written notice to
Sprint without liability for the Early Termination Charge, but must repay to
Sprint a prorata portion of any credits issued under this Agreement, based on
the number of months remaining in the Term.
6.5 In the event Sprint withdraws its filed Tariffs the Tariff terms and
conditions in effect on the date of such withdrawal will continue to apply to
this Agreement. After withdrawal of the applicable Tariffs, the terms of this
Agreement will control over any inconsistent provision in the former Tariffs,
subject to standard contract interpretation rules. Tariffs not withdrawn shall
continue to have the same force and effect.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of Service
may be construed to constitute or create an association, joint venture,
partnership or other form of legal entity or business enterprise between
Customer and Sprint, its agents, employees and/or affiliates. Customer is the
service provider with respect to End Users. Sprint is merely a supplier to
Customer with no relationship to End Users.
8. USE OF NAME AND MARKS.
8.1 This Agreement confers no right to use the name, service marks, trademarks,
copyrights, patents or CIC of either Party except as expressly provided herein.
Neither Party shall take any action which would compromise the registered
copyrights or service marks of the other. Sprint's name is proprietary and
nothing herein constitutes a general license authorizing its use. Customer may
not: (a) promote or advertise Sprint's name or capabilities to End Users or
prospective End Users; (b) attempt to sell its service using Sprint's name; or
(c) represent to End Users or prospective End Users that they would be Sprint
customers or that they may obtain Sprint service from Customer.
8.2 Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of such corrective action. If ,in Sprint's opinion, Customer fails to
effect a cure within 15 days of Sprint's notice, then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.
8.3 Sprint's provision of Resale Connect One Plus Service may result in End
Users being notified by their LEC that Sprint is their designated PIC.
Therefore, to avoid confusion and potential "slamming" complaints, Sprint hereby
authorizes Customer to use Sprint's name under the following conditions to
provide End Users from whom Customer has obtained a PIC Authorization with a
fulfillment piece containing the following Notice (the "Notice"):
We want to affirm how ___ will provide your long distance service.
Although _____ will provide your invoice and customer service, we use
major national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your local
phone company which says that your long distance "Carrier of Choice" is
Sprint. ____ has selected Sprint as the long distance network provider it
will use to handle your calls. That selection was based on your quality
and price requirements. If you have any questions about your order, please
call our toll free customer service number, 1-___-____.
8.4 If Customer subscribes to Resale Connect One Plus, calls placed by End Users
to the Sprint access number will be answered "Sprint operator." This may cause
confusion if the End User does not know its calls are being carried on the
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide End Users who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.
9. SERVICE. Services provided hereunder are described in Exhibit 2.
10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.
10.1. Customer represents and warrants that (a) it has obtained all licenses and
regulatory approvals and that it has the legal authority necessary to operate as
contemplated herein and (b) it will not submit an End User ANI for activation
without obtaining and maintaining a proper PIC Authorization.
10.2. If, in Sprint's opinion, Customer breaches this paragraph, Sprint may (a)
terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject End User
ANIs submitted by Customer for placement under its account, and/or (c)
discontinue Promotional Discounts. If Sprint elects option (b) or (c), it will
resume accepting ANIs and/or reinstate Promotional Discounts only after Customer
produces evidence satisfactory to Sprint that it has cured its breach.
11. CUSTOMER RESPONSIBILITIES.
11.1. Customer shall not be relieved of any obligation hereunder by virtue of
the fact that Service is ultimately used by End Users.
11.2. Customer shall produce for Sprint's inspection, at Customer's expense, any
PIC Authorization within 48 hours after Sprint's oral or written request or
within any shorter period required by a LEC or regulatory agency. If Customer
fails to comply with this subparagraph then Sprint may (a) discontinue
Promotional Discounts and/or (b) refuse to activate additional ANIs under
Customer's account.
11.3. Customer shall reimburse Sprint for any charge assessed by a LEC for
processing a PIC changes due to a Customer initiated dispute.
11.4. Customer shall be solely responsible for End User solicitation, service
requests, creditworthiness, customer service, billing and collection. Customer
remains responsible for compliance with this Agreement, including, but not
limited to, payment responsibilities, without regard to Customer's ability to
charge for Services used by End Users or to collect payment from End Users.
SPRINT PROPRIETARY INFORMATION
2
11.5. Customer shall be financially liable for usage generated by each End User
ANI activated by Sprint until such ANI is presubscribed to another IXC. Customer
may request Sprint to block Network Extension Service to an ANI upon the End
User's failure to pay Customer, subject to Customer's prior certification to
Sprint that it has given the End User any notice required by law. Customer shall
reimburse Sprint for expenses incurred to block an ANI.
11.6. Customer shall be solely liable for amounts it cannot collect from End
Users, including all fraudulent charges, and for billing adjustments it grants
End Users, including adjustments for fraudulent charges, directory assistance or
any other form of credit.
11.7 Customer shall comply with Sprint's network interface procedures when it
orders its own access facilities.
11.8 The ;minimum installation and disconnect intervals for switched Service
Elements is 15 calendar days and for dedicated Service Elements is 35 calendar
days.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service within 30 days, following
Customer's order, or the requested delivery date, whichever is later. These
installation objectives will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite Service.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1. Pricing. Resale Solution Base Rates and Promotional Discounts are
contained in the Attachments hereto.
13.2. Prices in Lieu of Other Discounts. Resale Solution Base Rates and
Promotional Discounts are extended in lieu of any other Tariff or contractual
discount, special pricing, or discount term plan. Discounts upon discounts are
only permitted if expressly provided for herein.
13.3. Prices Contingent on Performance. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, Sprint may, at its option and in addition to other
remedies available in law or equity, take one or more of the following steps:
(i) refuse to accept additional orders for Service; (ii) refuse to install new
Service types or Service locations; (iii) disconnect or block ANIs, circuits, or
other Service Elements for which full payment has not been made; and/or (iv)
discontinue Promotional Discounts for Services provided until such time as
Customer is in full compliance with Paragraph 17 of this Agreement.
13.4. Per Minute Charges. Resale Solution Base Rates are invoiced based on Per
Minute Charges utilizing the Rate Periods and Billing Increments in Attachment
B.
13.5. Non-▇▇▇▇ Switched Origination, Termination and Toll Free Origination
Charges. Customer shall pay the charges specified in Attachment B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a Non-▇▇▇▇ Service Area.
13.6. Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.
13.7. Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in Attachments
C and D.
13.8. Forward Pricing. As a transition to the pricing hereunder, Discount Two
discounts may be based for a period of time on the greater of Customer's actual
Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of
Service. The Forward Pricing Volume of Service and the period during which it
may be applied are specified in Attachment A.
14. SURCHARGES.
14.1. Minimum Commitment Surcharge. For any period during the first twenty-four
(24) months in the Term which Customer fails to meet the Minimum Commitment
stated on Attachment A, Customer shall pay a surcharge for Service provided
during such period equal to 25% of the difference between $250,000 and
Customer's actual Net Usage during such period. Customer's satisfaction of the
Minimum Commitment shall not relieve Customer of any credit or security
obligations set forth in this Agreement.
14.2. LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-▇▇▇▇
Traffic Percentage specified in Attachment B for any Service type,
Customer shall pay Sprint the per minute surcharge for such Service
specified in Attachment B for each minute above the Maximum Non-▇▇▇▇
Traffic Percentage that originates from or terminates to a Non-▇▇▇▇
Service Area. Maximum Non-▇▇▇▇ Traffic Percentages will be calculated
independently for originating and terminating minutes at each Product
Hierarchy Level.
14.3. Minimum Average Time Requirement Surcharge. Any month Customer fails to
equal or exceed the Minimum Average Time Requirement specified in Attachment B
for Services specified in Attachment B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in Attachment B multiplied by (b) the difference between (i) the number of
minutes the Service was used and (ii) the number of calls using the Service
multiplied by the Minimum Average Time Requirement. This surcharge shall be
calculated at each Product Hierarchy Level.
14.4. Noncomplete Call Surcharge. Any month Customer exceeds the Maximum
Noncomplete Toll Free Call Percentage for interstate Resale Direct Toll Free,
Resale Direct Toll Free Extension, and/or interstate Resale Connect Toll Free
traffic as stated on Attachment B, Customer shall pay Sprint a surcharge equal
to the amount stated in Attachment B for each Noncomplete Toll Free Call in
excess of the Maximum Noncomplete Toll Free Call Percentage. This surcharge
shall be calculated at each Product Hierarchy Level.
14.5. Minimum Port Usage Surcharge. Any month Customer fails to equal or exceed
the Minimum Port Usage per Active Resale Direct Port (calculated as Customer's
actual Net Usage for Resale Direct Service divided by Customer's total number of
Active Resale Direct Ports at each Product Hierarchy Level) as stated on
Attachment A, Customer shall pay Sprint a surcharge on its Resale Direct Service
usage equal to the difference between (a) Customer's actual Net Usage for Resale
Direct Service and (b) the Minimum Port Usage multiplied by the total number of
Active Resale Direct Ports.
15. SERVICE CHARGES.
For each End User ANI or Toll Free number Customer submits for activation that
requires Sprint to disconnect or transfer such ANI or Toll Free number from
Sprint's data base before placing it within Customer's
SPRINT PROPRIETARY INFORMATION
3
CTIS hierarchy, Custorner will pay to Sprint a service charge of $25.00.
Notwithstanding the foregoing, the service charge described in this paragraph 15
will be waived if such ANIs, or Toll Free numbers do not exceed 15% of the total
ANIs or Toll Free numbers submitted by Customer during the immediately preceding
ninety (90) days.
16. SPECIAL RATE ADJUSTMENTS.
16.1. Sprint may, after 15 days notice to Customer, adjust the price of Service
provided hereunder to reflect changes in international cost of service or
currency exchange rates.
16.2. Sprint will unilaterally amend Attachment B switched origination and
switched termination access charges effective on the first day of January and
July. The adjustment will consider increases and/or decreases in statewide
average minute of use originating and terminating interstate LEC access charges
imposed on Sprint during a measurement period ending approximately ninety (90)
days prior to the effective date of the amendment. Customer will pay amended
Attachment B charges for Service usage beginning on the effective date of the
amendment until the effective date of the succeeding amendment. Attachment B
charges apply only to those Services identified in Attachment B, paragraph
B.13.6.
17. PAYMENT FOR SERVICE.
17.1. Payment Obligation. Customer shall pay Sprint for Service pursuant to the
terms of this Agreement and applicable Tariffs.
17.2. Call Detail. Sprint will provide Customer with a Carrier Transport Call
Detail Record file containing Customer's Service usage. Sprint may, at its
option and without liability to Customer, modify the format of the Carrier
Transport Call Detail Record file upon sixty (60) days written notice to
Customer.
17.3. Payment Procedure. Sprint will invoice Customer monthly for Services
provided hereunder. All amounts stated on each monthly invoice will be due and
payable upon receipt. All undisputed charges for Services provided that remain
unpaid by Customer for a period of thirty (30) days or more after the date of
the invoice will be subject to interest from the date of the invoice at a rate
of up to one and one-half percent (1-1/2%) per month, or the maximum rate
allowable by applicable law. If Customer fails to pay for services in accordance
with the terms set forth in this Section, Sprint may, at its option and in
addition to other remedies available in law or equity, take one or more of the
following steps: (i) refuse to accept additional orders for Service; (ii) refuse
to install new Service types or Service locations; (iii) disconnect or block
ANIs, circuits, or other Service Elements for which full payment has not been
made; and/or (iv) discontinue Promotional Discounts for Services provided until
such time as Customer is in full compliance with this Paragraph 17. The price of
Service is exclusive of applicable taxes. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer providing Sprint with
certificates from appropriate taxing authorities exempting Customer from taxes
that would otherwise be invoiced hereunder.
17.4. Billing Disputes. In the event Customer, in good faith, disputes Sprint's
computation of amounts due and owing within all applicable legal periods of
limitation, Customer may withhold payment of the disputed amount. Customer must
pay all charges which are not in dispute in accordance with the payment terms
set forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute. Customer must
cooperate with Sprint to resolve any dispute expeditiously. All disputed amounts
are due and payable immediately upon Sprint's written denial of the dispute.
18. PAYMENT SECURITY. Provision of Service is contingent on credit approval by
Sprint. Upon request by Sprint, Customer shall provide Sprint with financial
statements or other indications of Customer's financial and business
circumstances. If Customer's financial or business circumstances or payment
history is or, during the Term, becomes unacceptable to Sprint, then Sprint may
require a deposit, irrevocable letter of credit or other form of security
acceptable to Sprint. Customer's failure to provide such security within 10 days
following Sprint's reasonable request shall constitute a default under
Subparagraph 4.2.
19. PROPERTY AND PERSONAL INJURY INDEMNIFICATION. Each Party agrees to
indemnify, hold harmless, and defend the other Party, its directors, officers,
employees, agents and their successors and assigns from and against any and all
claims, demands, causes of action, losses, damages, expenses or liabilities,
including costs and reasonable attorney's fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to personal
property, arising out of or related to the negligent or willful misconduct,
errors or omissions, of the indemniiying Party or its subcontractors, directors,
officers, employees, agents or representatives. Claims made by employees of a
Party which are covered under applicable workers' compensation laws are not
indemnified hereunder.
20. PROPRIETARY RIGHTS INDEMNITY. If Customer is made the subject of any claim
or lawsuit by reason of its use of the Services provided hereunder based on the
allegation that the Service as provided by Sprint constitutes an infringement of
any third party patent, copyright or trade secret, enforceable in countries
ratifying the Berne Convention, Customer will promptly notify Sprint thereof in
writing. Sprint will defend and indemnify Customer against all such claims,
demands, and causes of action based on the actual or alleged infringement of any
such third party right. The indemnities set forth in this Section will include,
without limitation, all penalties, awards and judgments, all court and
arbitration costs, attorney's fees and other out-of-pocket costs reasonably
incurred in connection with such claims, demands and causes of action. Sprint
will have sole discretion to settle or compromise such claim or lawsuit without
the written consent of Customer provided that such settlement or compromise does
not require Customer to make any payment not indemnified. Sprint will have the
sole right to retain and select counsel to represent its interests in defending
any such claim or litigation as part of its indemnification obligation
hereunder. Sprint will not reimburse Customer for its attorneys' fees and costs
in connection with Customer's separate retention of
counsel, unless Sprint will have wrongly failed to defend and indemnify
Customer.
If any action results in a final injunction against Customer with respect to the
Services provided pursuant to this Agreement, Sprint agrees that it will at its
option and its sole expense, either (1) procure for Customer the right to
continue using the infringing Services or (2) replace or modify the same so that
it becomes non-infringing or (3) substitute for the Services non-infringing
replacement. Services having a capability equivalent to the Services provided
herein. If none of the foregoing alternatives is reasonably available to Sprint,
then Customer will have the right to terminate the affected portions of this
Agreement. Sprint will have no liability under this indemnity provision to the
extent the clam is based on a use, a modification, or a combination of Sprint
Services with products, goods or services not directly provided by Sprint.
21. LIMITATION OF LIABILITY.
21.1 SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO THE
NET USAGE CHARGES PAID TO SPRINT BY CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING
SPRINT PROPRIETARY INFORMATION
4
THE EVENT OUT OF WHICH THE LIABILITY AROSE. SPRINT WILL NOT BE LIABLE FOR ANY
UNAVOIDABLE DAMAGE TO CUSTOMER'S PREMISES.
21.2 IN NO EVENT WILL SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SPRINT
WAS AWARE OR SHOULD HAVE BEEN AWARE OF ThE POSSIBILITY OF SUCH DAMAGES.
21.3 WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT PROVIDED HEREUNDER,
SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPLICIThY
STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement may, at
the option of the Parties, be finally settled by arbitration. If the Parties
elect arbitration, such arbitration will be in accordance with the rules of the
American Arbitration Association. The arbitration will be governed by the United
States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court with jurisdiction. The
arbitration will be held in the Kansas City, MO metropolitan area.
23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:
If to Sprint: Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copy to: Sprint Communications Company L.P.
Attention: Vice President Law-Marketing/Sales
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Customer: Logix Communications Corp.
Attention: ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
24. ASSIGNMENT. Customer may not assign or delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other entity without the written consent of Sprint, much consent not to be
unreasonably withheld.
25. EXCUSABLE DELAY.
25.1 Except for the performance of obligations set forth in Paragraphs 17 ind 18
of this Agreement, Sprint and Customer agree that neither Party vill be
responsible for any delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party. Such ats include, but
are not limited to, natural disasters such as lightening, arthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion or fire; embargoes, strikes or labor disputes; or decrees of
governmental entities.
25.2 The affected Party will give notice to the other Party in the event of any
of the foregoing occurrences. Upon such notice, Sprint may cancel or delay
performance for as long as such performance is delayed by such occurrence or
occurrences, arid in such event will have no liability to Customer. Should such
occurrence continue for more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon payment for all Services delivered prior to the date of such termination,
plus all other charges and costs then incurred.
26. HEADINGS. The headings set forth in this Agreement are for purposes of
reference only and do not in any way limit or otherwise affect the meaning or
interpretation of any of the terms of this Agreement.
27. CHOICE OF LAW. This Agreement and all claims relating to the relationship
between Sprint and Customer, including all claims in tort, contract, at law or
in equity will be governed by, construed enforced and interpreted in accordance
with the laws of the state of Kansas without regard to the choice of law
principles thereof.
28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement.
29. MODIFICATION OF AGREEMENT. This Agreement may be modified only by written
amendment, executed by officers or representatives of Customer and Sprint. Any
oral agreement contrary to the terms of any Service Agreement will not be
admissible in any dispute, whether in a court of law or in arbitration.
30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any right or
remedy available to it under this Agreement, that failure will not be construed
to be a waiver of the right or remedy with respect to any other breach or
failure by the other Party.
31. PARTIAL INVALIDITY. In the event any of the provisions of this Agreement are
held to be invalid, illegal, or unenforceable, the unaffected provisions of this
Agreement will be unimpaired and remain in full force and effect. Sprint and
Customer will negotiate to substitute for such invalid, illegal or unenforceable
provision a mutually acceptable provision consistent with the original intention
of the Parties
32. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.
33. ENTIRE AGREEMENT. This Agreement, including Exhibits, Attachments, and the
documents and instruments referred to herein, constitutes the entire
understanding between the Parties relating to its subject matter and supersedes
all prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter hereof. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into this
Agreement.
34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be
withdrawn if the Agreement is not executed by both Parties within 45 days after
the Proposal Date stated on Attachment A.
SPRINT PROPRIETARY INFORMATION
5
EXECUTED and made effective as provided herein.
Logix Communications Corporation SPRINT COMMUNICATIONS COMPANY L.P.
(Customer)
By: /s/ [ILLEGIBLE] By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer Vice President, Wholesale Services Group
----------------------- ----------------------------------------
Date: May 19, 1998 Date: 6-8-98
------------------------ --------------------------------------
SPRINT PROPRIETARY INFORMATION
6
EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Attachments are defined as follows:
"Active Resale Direct Port" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct Service.
"ANI" means a calling telephone number identification which is forwarded to an
JXC by a LEC as a call is placed.
"Associated Location" means a physical premise to or from which Sprint provides
Service which is: (a) owned or leased by Customer; (b) occupied by a business in
which Customer has an equity interest of at least a 25%; or (c) occupied by a
franchisee of Customer.
"Attachment" means a supplement attached to, and a part of, the Agreement.
"Billing Increment" means a Tariffed billing increment, unless otherwise stated
in Attachment B.
"Calling Card" means a card issued to an End User in Customer's name containing
an authorization code that the End User may use to originate calls over Sprint's
network as provided in Exhibit 2.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"Day Rate Period" means the Tariff day rate period unless otherwise specified
herein.
"Discount One" means a Rate Element specific discount that (1) is based on
Customer's Discount One Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates.
"Discount One Monthly Volume of Service" means the volume of Customer's monthly
usage, at each Product Hierarchy Level, for a specific Rate Element priced at
Resale Solution Base Rates.
"Discount Rate Period" means the Tariff international discount rate period
unless otherwise specified herein.
"Discount Three" means a Rate Element specific discount that (1) is based on
Customer's Discount Three Monthly Volume of Service and (2) is applied at the
Product Hierarchy Level or the Service Hierarchy Level to interstate or
international usage to the LATAs or countries specified in Attachment C.
"Discount Three Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Product Hierarchy Level or Service Hierarchy Level,
of interstate or international minutes to the specific LATAs or countries
identified in Attachment C and priced based on the usage levels and Rate Periods
specified in Attachment C.
"Discount Two" means a Rate Element specific discount that (l) is based on
Customer's Discount Two Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates
less Discount One discounts.
"Discount Two Monthly Volume of Service" means the volume of customer's monthly
usage, at the Master Hierarchy Level, of all Resale Solution Services, including
directory assistance Services, priced at Resale Solution Base Rates after the
application of Discount One discounts, but prior to the application of Discount
Two discounts. Discount Two Monthly Volume of Service does not include Resale
Solution Service charges that are not based on usage, Clearline Service charges,
Private Line charges, any charge associated with access (dedicated or
non-dedicated), facilities charges, any usage related fixed charge, any
non-recurring charge such as installation charges, taxes, surcharges, transfer
fees, or interest.
"Early Termination Charge" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.
"Economy Rate Period" means the Tariff international economy rate period.
"End User" means a customer of Customer to whom Sprint extends Network Extension
Service at a Non-Associated Location.
"Evening Rate Period" means the Tariff evening rate period unless otherwise
specified herein.
"Excusable Delay" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.
"Exhibit" means a supplement attached to, and a part of, the Agreement.
"Forward Pricing Volume of Service" means the volume of service specified in
Attachment A upon which Discount Two discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"Interstate Adjustment Rate" means the rate identified in Attachment D that is
used to determine the Interstate Adjustment as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"Master Hierarchy Level" means billing hierarchy level l. "Maximum Noncomplete
Toll Free Call Percentage" means, for each month, for each Service type, the
ratio, expressed as a percentage, of (i) the aggregate number of Noncomplete
Toll Free Calls during such period divided by (ii) the aggregate number of Toll
Free calls during such period. This percentage shall be calculated at each
Product Hierarchy Level.
"Maximum Non-▇▇▇▇ Traffic Percentage" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a Non-▇▇▇▇ Service Area, divided by (ii) the
total number of minutes during such period. Maximum Non-▇▇▇▇ Traffic Percentages
will be calculated
SPRINT PROPRIETARY INFORMATION
7
independently for originating and terminating minutes at the Product Hierarchy
Level.
"Minimum Average Time Requirement" means the minimurn average call duration,
expressed in minutes, for Services as specified in Attachment B. Minimum Average
Time Requirement calculations will be made at each Product Hierarchy Level.
"Minimum Commitment" means the minimum monthly usage commitment stated on
Attachment A. The calculation to determine whether Customer has met the Minimum
Commitment shall be based on Customer's invoiced Net Usage.
"Minimum Port Usage" means the minimum Net Usage for Resale Direct Service
stated on Attachment A that Customer shall generate per Active Resale Direct
Port.
"Network Extension Service" means Service that Sprint extends to the Non-
Associated Location of an End User.
"Net Usage" means the monthly amount invoiced for use of a Service net of
Discount One, Discount Two and Discount Three discounts. Net Usage includes the
following as they apply to particular Services: monthly per-minute usage charges
invoiced under the Agreement; route advance charges; real time ANI charges;
switched origination and termination charges; directory assistance charges;
Minimum Average Time Requirement Surcharges; Noncomplete Call Surcharges;
FONCard surcharges; and LEC Cap Surcharges.
"Night/Weekend Rate Period" means the Tariff night/weekend rate period unless
otherwise specified herein.
"Noncomplete Toll Free Call" means an attempted Resale Connect Toll Free,
Resale Direct Toll Free, or Resale Direct Toll Free Extension call that is
not completed to the called number for any reason.
"Non-Associated Location" means any physical premise to or from which Sprint
provides Service that is not an Associated Location.
"Non-▇▇▇▇ Service Area" means the geographic service area of any "independent"
LEC which is not a ▇▇▇▇ Operating Company.
"Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend
Rate Period for interstate traffic and (b) the Discount Rate Period and Economy
Rate Period for international traffic.
"Peak Rate Period" means (a) the Day Rate Period for interstate traffic and (b)
the Standard Rate Period for international traffic.
"Per Minute Charge" means the per minute charge for Service as set forth in
Exhibit C based on Rate Periods and Billing increments stated in Attachment B.
"PIC" means primary interexchange carrier.
"PIC Authorization" means an End User's selection of a PIC that meets the
requirements of federal and state law.
"Primary Carrier" means the IXC designated by Customer as its f'irst routing
choice and primary overflow carrier.
"Primary Carrier Service" means the Service specified in Attachment A for which
Sprint shall be Customer's Primary Carrier.
"Product Hierarchy Level" means the fifth level in the Customer billing
hierarchy, and is directly above the Service Hierarchy Level which ties like
Services together for purposes of reporting. Each Product Hierarchy Level is
considered independently for calculation and application of Discount One, LEC
Cap Surcharges, Minimum Average Time Requirement Surcharges, Noncomplete Toll
Free Call Surcharges and Minimum Port Usage Surcharges.
"Promotional Discounts" is a collective reference to Discount One, Discount
Two, Discount Three and interstate Adjustments.
"Proposal Date" means the date indicated on Attachment A that the Agreement is
offered by Sprint to Customer.
"Proprietary information" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is
valuable to the disclosing Party because of such confidence or secrecy, and
(iii) is subject to the disclosing Party's reasonable efforts to maintain such
confidentiality and secrecy. Proprietary information shall not include
information which (1) is at any time in the public domain other than through
wrongdoing on the part of an entity owing a duty of confidentiality to the
disclosing Party, (2) is within legitimate possession of the receiving Party
without obligation of confidentiality, (3) is lawfully received from a third
party having rights therein without restriction of the right to disseminate the
information, (4) is independently developed without breach of any obligation of
confidentiality through parties without access to or knowledge of such
Proprietary information, (5) is disclosed with prior written approval of the
other Party, (6) is transmitted after the disclosing Party has received written
notice from the receiving Party that it does not desire to receive further
Proprietary information, or (7) is obligated to be produced under order of a
court of competent jurisdiction. "Rate Element" means a jurisdictional element
of the rate for a particular Service. For example, Resale Direct rates consist
of separate Rate Elements for interstate, intrastate, Canada, Mexico domestic,
Mexico international, other international, and directory assistance usage.
"Rate Periods" is a collective reference to the Day Rate Period, Discount Rate
Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate Period, Off
Peak Rate Period, Peak Rate Period, and Standard Rate Period.
"Resale Connect FONCard Service" means a Service consisting of a Sprint
authorization code incorporated into Customer's Calling Card which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in Exhibit 2.
"Resale Solution Base Rates" means the prices provided herein for Resale
Solution Service.
"Resale Solution Service" means switched Service purchased under the Agreement
and invoiced under CTIS.
"Service" means the service identified in the Exhibits and Attachments that
Sprint shall provide and Customer shall purchase hereunder.
"Service Element" means any line, circuit or other unit of a Service. In the
case of switched or virtual Services, "Service Element" means switched or
virtual Services provided at a Customer location.
"Service Hierarchy Level" means the sixth and lowest level in the Customer's
billing hierarchy.
SPRINT PROPRIETARY INFORMATION
8
"Standard Rate Period" means the Tariff standard rate period for international
Service unless otherwise specified herein.
"Tariff(s)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate Service. Should Sprint no longer file Tariffs in order
to provide Service, then Tariff shall mean the standard rate tables and terms
and conditions that replace such Tariffs.
"Term" means the term of the Agreement as provided in Paragraph 3 thereof.
SPRINT PROPRIETARY INFORMATION
9
EXHIBIT 2
SERVICES
The following Services are provided pursuant to the Agreement:
1. OUTBOUND SERVICE.
1.1. RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale Direct
Extension is provided hereunder for switched outbound traffic with interstate or
international termination that originates over dedicated special access (DS-1 or
DS-3) circuits.
1.2. RESALE DIRECT. Resale Direct is Service subscribed to, and paid for, by
Customer that originates from an Associated Location. Resale Direct may be
obtained only by a carrier with its own CIC.
1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed to
and paid for, by Customer but connected directly to a Non-Associated Location.
1.4. RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided
hereunder for switched access outbound traffic utilizing Feature Group D
protocol having interstate or intemational termination.
2. TOLL FREE SERVICE.
2.1. RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder for
Customer switched inbound traffic with interstate or international origination
that terminates over dedicated special-access (DS-1 or DS-3) circuits.
2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service
subscribed to, and paid for, by Customer that terminates to an Associated
Location. Resale Direct Toll Free may be obtained only by a carrier with its own
CIC.
2.3. RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension is
Toll Free Service subscribed to, and paid for, by Customer but connected
directly to a Non-Associated Location.
2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided hereunder
for switched inbound traffic, terminating on Feature Group D protocol, having
interstate or international origination.
2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.
3. DIRECTORY ASSISTANCE.
3.1. INTERSTATE. Interstate directory assistance provided hereunder must have a
domestic origination over Customer's circuits. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in LEC directory
assistance charges.
3.2. INTERNATIONAL. International directory assistance is provided pursuant to
Tariff International directory assistance must have a domestic origination over
Customer's circuits and request numbers must be located in the countries listed
in Sprint's FCC Tariff 1, Section 2.1. International directory assistance may be
obtained by calling a Sprint operator who will request the number from the
appropriate country's international operator. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in directory
assistance charges of other countries.
3.3. TOLL FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll free directory listing at Sprint's expense.
4. RESALE CONNECT FONCARD SERVICE.
4.1. Resale Connect FONCard Service consists of an authorization code issued by
Sprint which Customer will incorporate into a Calling Card. The Calling Card,
together with Customer provided service enhancements, will be provided in
Customer's name to End Users who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's Calling Card traffic with the same quality as Sprint
FONCard traffic.
4.2. Availability. Resale Connect FONCard Service is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.
4.3. Activation. Sprint will provide Customer with activated authorization codes
to be imprinted on Customer's Calling Cards. The codes will be provided within
30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
4.4. Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.
4.5. Service Representative. Sprint will designate a representative to provide
Customer service. This representative will not be available for direct contact
by End Users.
4.6. Non-Emergency Deactivation. Sprint will advise Customer of the process for
requesting non-emergency deactivation of an authorization code. Sprint may
periodically deactivate unused authorization codes to minimize potential fraud.
Sprint will notiiy Customer of any such deactivation. Emergency deactivation is
provided for in Subparagraph 4.9 of this Attachment.
4.7. Remedy for Service Failure. Notwithstanding anything to the contrary in
Subparagraph 4.1(e) of the Agreement, Customer's sole and
SPRINT PROPRIETARY INFORMATION
10
exclusive remedy for failure of a particular Resale Connect FONCard Service
shall be discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.
4.8. Customer Obligations. Customer shall, at Customer's expense: (a) design,
manufacture and distribute its Calling Cards; (b) solicit End Users in its own
name in compliance with Paragraph 8 of the Agreement; (c) address End User
service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer service,
billing and collection; (j) maintain its own End User customer service number,
which shall be printed on each Calling Card; (k) establish internal Calling Card
management procedures; (l) monitor for fraud and code abuse; and (m) cooperate
and interface with Sprint to prevent fraud or code abuse as provided herein.
Customer shall provid Sprint with all order authorizations, service applications
and information that Sprint requires to establish and maintain Resale Connect
FONCard Service and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by End
Users, and (c) billing adjusttnents granted to End Users as provided in
Subparagraph 11.6 of the Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.
4.9. Code Abuse; Fraud; Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage
of Customer Calling Cards to detect fraud or code abuse in the same manner that
it monitors FONCard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud. Customer
shall be liable for all usage charged to an activated authorization code that
results from fraud or code abuse.
Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants the
authorization code deactivated. If Sprint is unable to reach Customer's contact,
or if Customer fails to respond to Sprint's notice within 30 minutes, Sprint
may, in its discretion, deactivate the authorization code and advise Customer of
its actions. Sprint shall incur no liability for such deactivation.
Sprint shall be liable for calls charged to an authorization code after a period
of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph 18
of the Agreement, the amount of any credit request under this subparagraph
shall not be deducted as a disputed cbarge prior to payment of an invoice.
SPRINT PROPRIETARY INFORMATION
11
Attachment A - 1
A.3. Term of Agreement: 36 months.
A.13.8. Forward Pricing - Forward Pricing Volume of Service
The Forward Pricing Volume of Service applicable to Discount Two discounts
shall be $250,000 beginning the effective date of the Agreement and ending
the last day of month three (3) of the Term.
A.14.1. Minimum Commitment:
Carrier Transport Monthly
Months Net Usage Commitment
------ --------------------
1-3 $0
4-36 $250,000
Customer's Minimum Commitment shall be increased at the beginning of each
contract quarter to equal Customer's average Carrier Transport Monthly Net
Usage for the previous quarter; not to be less than $250,000.
A.14.5. Minimum Port Usage: $100 Minimum Net Direct Usage Per Port
Promotional ACF/COC/EFC Charges
All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be $2.50 per port.
Monthly recurring EFC charges will be $5.50 per port when Customer
utilizes Sprint's entrance facilities.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
12
Attachment A -
International Forecast Surcharge.
To enable Sprint to adequateIy forecast demand for international capacity,
Customer must provide Sprint with a forecast of projected usage (referred
to as the "International Usage Forecast") to any country to which Customer
anticipates generating more than 50,000 MOUs during any month (referred to
as a "High Usage Country").
Sprint reserves the right to impose a monthly surcharge on usage to each
High Usage Country equaI to $0.10 for each MOU (a) above 62,500 MOUs to
such country if Customer does not submit an International Usage Forecast,
or (b) above 125% of the usage to such country that is forecasted in
Customer's International Usage Forecast.
International Usage Forecast
Country Minutes/Month
------- -------------
A.34 Proposal Date: May 21, 1998
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
12(a)
Attachment B - 1
B.13.4. Billing Increments/Usage Periods for Per Minute Charges.
Service will be invoiced based on Per Minute Charges utilizing Tariffed
Rate Periods and Tariffed Billing Increments, unless specifically set
forth below:
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
Interstate Direct & Direct Extension 18 6
Canada Term. Direct & Direct Extension 30 6
Mexico US Element Direct & Direct Extension 30 6
Mexico Int'l. Element Direct & Direct Extension 60 60
Other Int'l Direct & Direct Extension 30 6
Interstate Connect One Plus 18 6
Canada Term. Connect One Plus 30 6
Mexico US Element Connect One Plus 30 6
Mexico Int'l. Element Connect One Plus 60 60
Other Int'l Connect One Plus 30 6
Interstate Direct Toll Free & Direct Toll Free Ext. 18 6
Canada Orig. Direct Toll Free & Direct Toll Free Ext. 30 6
Mexico Direct Toll Free & Direct Toll Free Ext. 60 60
Other Int'l. Direct Toll Free & Direct Toll Free Ext. 30 6
Caribbean Direct Toll Free & Direct Toll Free Ext. 30 6
Interstate Connect Toll Free 18 6
Canada Orig. Connect Toll Free 30 6
Mexico Connect Toll Free 60 60
Other Int'l. Connect Toll Free 30 6
Caribbean Connect Toll Free 30 6
Interstate Connect FONcard 18 6
B.13.5. Non-▇▇▇▇ Switched Origination/Termination/Toll Free Origination Charge.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a Non-▇▇▇▇ Service Area:
Not Applicable
B.13.6. Switched Origination/Termination/Toll Free Origination Charge. Customer
shall pay the following charges for each minute of a switched
interstate:
Direct - The Termination Charge on Attachment B-3 will be applied to
all terminating minutes
Dedicated Toll Free - The Origination Charge on Attachment B-3 will
be applied to all originating minutes
Connect One Plus - Not Applicable
Connect Toll Free - Not Applicable
Connect FONcard - Not Applicable
Direct Extension - Not Applicable
Direct Toll Free Extension - Not Applicable
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
13
Attachment B - 2
B.14.2 LEC Cap Maximum Non-▇▇▇▇ Traffic.
Maximum Originating Maximum Terminating Non-▇▇▇▇
Service Type Non-▇▇▇▇ Traffic % Non-▇▇▇▇ Traffic % Surcharge
Direct N/A N/A N/A
Direct Toll Free N/A N/A N/A
Connect One Plus 30% 30% $0.050
Connect Toll Free 30% 30% $0.050
Connect FONcard 30% 30% $0.050
Direct Extension N/A 30% $0.050
Direct Toll Free Ext 30% N/A $0.050
B.14.3. Minimum Average Call Duration: Minimum Average Time Requirement (MATR)
shall not apply unless specifically set forth below:
Service Type MATR MATR Surcharge
N/A N/A N/A
B.14.4. Maximum Noncomplete Call Percentage.
Direct Toll Free, Direct Toll Free Maximum
Extension, and Connect Toll Free Noncomplete Toll Per Call
Usage Type (Rate Element) Free Call Percentage Surcharge
Intrastate/Interstate 15% $0.04
International/Canadian 15% $0.25
Promotional Monthly Recurring Toll Free Charges:
Customer's Monthly Recurring Connect Toll Free service charge will be
$1.00 per Connect Toll Free account per month.
Customer's Toll Free numbers (Connect Toll Free, Direct Toll Free, and
Dedicated Toll Free Extension) requiring Toll Free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of $14.00
per month per Toll Free number requiring such listing.
Toll Free Database Query Charge
Customer's Toll Free Database Query charge will be $0.005 per domestic
Connect Toll Free, Direct Toll Free Extension and Direct Toll Free Call.
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
14
Attachment B - 3
Direct and Direct Toll Free Interstate Switched Origination and Switched
Termination per Minute Charges
----------------------------------------------------------------------------------------------------------
Vendor Origination Termination Vendor Origination Termination
State Group (LEC) Charge Charge State Group (LEC) Charge Charge
----------------------------------------------------------------------------------------------------------
AK 7 LEC OTHER 0.2072 0.1208
AL 1 ▇▇▇▇ SOUTH 0.0248 0.0232 MA 7 LEC OTHER 0.0400 0.0340
AL 3 GTE 0.0341 0.0449 MD 1 ▇▇▇▇ ATL 0.0179 0.0156
AL 7 LEC OTHER 0.0743 0.0645 MD 7 LEC OTHER 0.0279 0.0364
AR 1 SWBT 0.0234 0.0205 ME 1 NYEX 0.0392 0.0344
AR 3 GTE 0.0348 0.0586 ME 4 TDS 0.0835 0.0724
AR 4 ALLTEL 0.0814 0.0716 ME 7 LEC OTHER 0.0816 0.0719
AR 5 CENTURY 0.0828 0.0728 MI 1 AMERITECH 0.0241 0.0210
AR 7 LEC OTHER 0.0810 0.0722 MI 3 GTE 0.0340 0.0417
AZ 1 US WEST 0.0225 0.0196 MI 4 CENTURY 0.0805 0.0712
AZ 4 CITIZENS 0.0551 0.0696 MI 7 LEC OTHER 0.0596 0.0579
AZ 7 LEC OTHER 0.0529 0.0769 MN 1 US WEST 0.0223 0.0195
CA 1 PACIFIC TELE 0.0163 0.0141 MN 2 SPRINT LTD 0.0371 0.0528
CA 3 GTE 0.0266 0.0306 MN 3 GTE 0.0344 0.0535
CA 4 CONTELICA 0.0425 0.0605 MN 4 CEA-MEANS 0.0883 0.0774
CA 7 LEC OTHER 0.0360 0.0402 MN 5 ROCHESTER 0.0448 0.0405
CO 1 US WEST 0.0225 0.0197 MN 7 LEC OTHER 0.0801 0.0700
CO 4 PIT 0.0459 0.0402 MO 1 SWBT 0.0225 0.0197
CO 7 LEC OTHER 0.0658 0.0394 MO 2 SPRINT LTD 0.0366 0.0518
CT 1 SNTT 0.0252 0.0215 MO 3 GTE 0.0237 0.0339
CT 1 NYNEX 0.0370 0.0316 MO 4 ALL TEL 0.0357 0.0311
CT 7 LEC OTHER 0.0593 0.0581 MO 7 LEC OTHER 0.0786 0.0699
Dc 1 ▇▇▇▇ ATL 0.0178 0.0155 MS 1 ▇▇▇▇ SOUTH 0.0282 0.0260
DC 7 LEC OTHER 0.0165 0.0142 MS 4 CENTURY 0.0776 0.0677
DE 1 ▇▇▇▇ ATL 0.0183 0.0160 MS 7 LEC OTHER 0.0576 0.0509
DE 7 LEC OTHER 0.0935 0.0727 MT 1 US WEST 0.0237 0.0210
FL 1 ▇▇▇▇ SOUTH 0.0243 0.0225 MT 4 PTI 0.0506 0.0440
FL 2 SPRINT LTD 0.0285 0.0283 MT 5 CITIZENS 0.0488 0.0688
FL 3 GTE 0.0239 0.0265 MT 7 LEC OTHER 0.0831 0.0718
FL 7 LEC OTHER 0.0401 0.0346 NC 1 ▇▇▇▇ SOUTH 0.0245 0.0226
GA 1 ▇▇▇▇ SOUTH 0.0243 0.0226 NC 2 SPRINT LTD 0.0271 0.0263
GA 4 ALLTEL 0.0295 0.0461 NC 3 GTE 0.0332 0.0458
GA 7 LEC OTHER 0.0727 0.0650 NC 4 ALL TEL 0.0203 0.0176
GU 7 LEC OTHER 0.0995 0.0891 NC 7 LEC OTHER 0.0646 0.0555
HI 3 GTE 0.0536 0.0580 ND 1 US WEST 0.0235 0.0205
HI 7 LEC OTHER 0.1105 0.0897 ND 7 LEC OTHER 0.0829 0.0706
IA 1 US WEST 0.0226 0.0197 NE 1 US WEST 0.0227 0.0199
IA 3 GTE 0.0421 0.0611 NE 2 SPRINT LTD 0.0361 0.0554
IA 4 CEA-INS 0.0828 0.0720 NE 3 GTE 0.0450 0.0518
IA 5 ROCHESTER 0.0459 0.0434 NE 4 LINCOLN 0.0286 0.0264
IA 7 LEC OTHER 0.0822 0.0678 NE 7 LEC OTHER 0.0815 0.0737
ID 1 US WEST 0.0237 0.0212 NH 1 NYNEX 0.0376 0.0327
ID 3 GTE 0.0514 0.0711 ▇▇ ▇ LEC OTHER 0.0815 0.0737
ID 4 CITIZENS 0.0427 0.0605 NJ 1 ▇▇▇▇ ATL 0.0179 0.0156
ID 7 LEC OTHER 0.0855 0.0759 NJ 2 SPRINT LTD 0.0274 0.0248
IL 1 AMERITECH 0.0154 0.0134 NJ 7 LEC OTHER 0.0376 0.0289
IL 2 SPRINT LTD 0.0280 0.0244 NM 1 US WEST 0.0229 0.0200
IL 3 GTE 0.0370 0.0507 NM 3 GTE 0.0591 0.0622
IL 4 TCG 0.0226 0.0165 NM 7 LEC OTHER 0.0851 0.0840
IL 7 LEC OTHER 0.0568 0.0528 NV 1 PACIFIC TELESIS 0.0238 0.0205
IN 1 AMERIECH 0.0236 0.0206 NV 2 SPRINT LTD 0.0126 0.0103
IN 2 SPRINT LTD 0.0345 0.0411 NV 4 CONTEL/CA 0.0374 0.0622
IN 3 GTE 0.0344 0.0393 NV 5 CITIZENS 0.0762 0.1083
IN 7 LEC OTHER 0.0784 0.0697 NV 7 LEC OTHER 0.0854 0.0736
KS 1 SWBT 0.0230 0.0202 NY 1 NYNEX 0.0278 0.0240
KS 2 SPRINT LTD 0.0386 0.0557 NY 4 TCG 0.0336 0.0288
KS 7 LEC OTHER 0.0907 0.0794 NY 5 ROCHESTER 0.0253 0.0218
KY 1 ▇▇▇▇ SOUTH 0.0249 0.0232 NY 6 CITIENS 0.0398 0.0562
KY 4 CINN ▇▇▇▇ 0.0201 0.0176 NY 7 LEC OTHER 0.0554 0.0485
KY 3 GTE 0.0345 0.0463 OH 1 AMERITECH 0.0242 0.0211
KY 7 LEC OTHER 0.0753 0.0656 OH 2 SPRINT LTD 0.0351 0.0425
LA 1 ▇▇▇▇ SOUTh 0.0255 0.0235 OH 3 GTE 0.0356 0.0465
LA 4 CENTURY 0.0814 0.0709 OH 4 CINN ▇▇▇▇ 0.0206 0.0171
LA 7 LEC OTHER 0.0642 0.0534 OH 5 ALLTEL 0.0488 0.0401
MA 1 NENEX 0.0367 0.0319 OH 6 CENTURY 0.0434 0.0398
----------------------------------------------------------------------------------------------------------
----------------------------------------------------
Vendor Origination Termination
State Group (LEC) Charge Charge
----------------------------------------------------
OH 7 LEC OTHER 0.0638 0.0571
OK 1 SWBT 0.0231 0.0202
OK 3 GTE 0.0318 0.0371
OK 4 ALL TEL 0.0582 0.0456
OK 7 LEC OTHER 0.0826 0.0716
OR 1 US WEST 0.0224 0.0195
OR 2 SPRINT LTD 0.0551 0.0612
OR 3 GTE 0.0353 0.0480
OR 4 PTI 0.0445 0.0385
OR 7 LEC OTHER 0.0763 0.0750
PA 1 ▇▇▇▇ ATL 0.0180 0.0157
PA 2 SPRINT LTD 0.0276 0.0255
PA 3 GTE 0.0315 0.0457
PA 4 ALL TEL 0.0321 0.0281
PA 7 LEC OTHER 0.0897 0.0632
PR 7 LEC OTHER 0.0662 0.0604
RI 1 NYNEX 0.0367 0.0319
RI 7 LEC OTHER 0.0935 0.0287
SC 1 ▇▇▇▇ SOUTh 0.0244 0.0226
SC 2 SPRINT LTD 0.0252 0.0267
SC 3 GTE 0.0346 0.0460
SC 4 ALLTEL 0.0269 0.0234
SC 7 LEC OTHER 0.0652 0.0562
SD 1 US WEST 0.0268 0.0236
SD 4 CEA-SDN 0.0863 0.0752
SD 7 LEC OTHER 0.0885 0.0764
SN 7 LEC OTHER 0.2110 0.2450
TN 1 ▇▇▇▇ SOUTH 0.0247 0.0229
TN 2 SPRINT LTD 0.0230 0.0255
TN 4 TDS 0.0789 0.0679
TN 5 CITIZENS 0.0458 0.0689
TN 7 LEC OTHER 0.0736 0.0648
TX 1 SWBT 0.0224 0.0195
TX 2 SPRINTLTD 0.0375 0.0537
TX 3 GTE 0.0331 0.0397
TX 7 LEC OTHER 0.0741 0.0491
UT 1 US WEST 0.0224 0.0198
UT 4 CITIZENS 0.0501 0.0664
UT 7 LEC OTHER 0.0812 0.0696
VA 1 BBLL ATL 0.0180 0.0157
VA 2 SPRINT LTD 0.0239 0.0261
VA 3 GTE 0.0261 0.0542
VA 7 LEC OTHER 0.0749 0.0665
VI 7 LEC OTHER 0.0482 0.0442
VT 1 NYNEX 0.0390 0.0341
VT 4 TDS 0.0838 0.0732
VT 7 LEC OTHER 0.0792 0.0662
WA 1 US WEST 0.0223 0.0194
WA 2 SPRINT LTD 0.0549 0.0600
WA 3 GTE 0.0328 0.0389
WA 4 PTI 0.0419 0.0365
WA 7 LEC OTHER 0.0631 0.0562
WI 1 AMERITECH 0.0233 0.0203
WI 3 GTE 0.0409 0.0484
WI 4 CENTURY 0.0662 0.0578
WI 5 PTI 0.0793 0.0690
WI 6 TDS 0.0803 0.0701
WI 7 LEC OTHER 0.0756 0.0666
WV 1 ▇▇▇▇ ATL 0.0182 0.0159
WV 4 CITIZENS 0.0440 0.0617
WV 7 LEC OTHER 0.0815 0.0708
WY 1 US WEST 0.0260 0.0237
WY 2 SPRINT LTD 0.0479 0.0624
WY 4 PTI 0.0499 0.0524
WY 7 LEC OTHER 0.0900 0.0775
----------------------------------------------------
PROPRIETARY INFORMATION
RESTRICTED
15
Attachment C-1
Interstate Switched Network Extension
Base Rates
--------------------------------------------------------------------------------
LATA Group Connect One Plus Connect Toll Free Connect FONcard
Peak OffPeak Peak Offpeak Peak O Offpeak
--------------------------------------------------------------------------------
1 $0.1300 $0.1250 $0.1340 $0.1290 $0.1660 $0.1660
2 $0.2060 $0.2060 $0.2160 $0.2160 $0.2460 $0.2460
--------------------------------------------------------------------------------
See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
-----------------------------------------------------------------------------------
Monthly Volume of Carrier Connect One Plus Connect Toll Free Connect FONcard
Transport Service Peak OffPeak Peak Offpeak Peak Offpeak
-----------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 36.1% 35.1% 36.1% 35.2% 21.1% 21.1%
$500,000 - $749,999 36.8% 35.9% 36.9% 36.0% 22.3% 22.3%
$750,000 + 37.6% 36.7% 37.6% 36.7% 23.8% 23.8%
-----------------------------------------------------------------------------------
Interstate FONcard Bong Surcharge (per call)
------------------------------
State Rate
------------------------------
All $0.00
------------------------------
Foncard Surcharge not eligible for Discounts
Interstate FONcard Operator Assistance (per call)
------------------------------
State Rate
------------------------------
All $1.50
------------------------------
Foncard Operator Assistance not eligible for Discounts
Proprietary Information
RESTRICTED
16
Attachment C-2
Interstate Dedicated Network Extension
Base Rates
--------------------------------------------------------------------------------
LATA Group Direct Extension Direct Toll Free Ext
Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
1 $0.1000 $0.1000 $0.1080 $0.1080
2 $0.1640 $0.1640 $0.1840 $0.1840
--------------------------------------------------------------------------------
See LATA Group Descriptions. Group 2 rates are not eligible for Discount 2.
New Customer Promotion
Discount 1
--------------------------------------------------------------------------------
Discount 1 Monthly Direct Extension Dedicated Toll Free Ext
Volume of Service Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
$0 + 25.0% 25.0% 25.0% 25.0%
--------------------------------------------------------------------------------
For dedicated Network Extension Service (Direct Extension and Direct Toll Free
Extension), Customer will be eligible for the New Customer Promotion Discount 1
above (applied to the interstate base rate usage) for all existing accounts and
new accounts that were not dedicated access users on the Sprint network for the
six (6) months immediately preceding receipt of order. Any new accounts that
were dedicated access users on the Sprint network for the six (6) months
preceding receipt of order will be billed in a separate billing product
hierarchy level and will not receive the New Customer Promotion discount.
Discount 2
--------------------------------------------------------------------------------
Monthly Volume of Carrier Direct Extension Direct Toll Free Ext
Transport Service Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 31.4% 31.4% 32.0% 32.0%
$500,000 - $749,999 32.7% 32.7% 32.6% 32.6%
$750,000 + 33.4% 33.4% 33.5% 33.5%
--------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
17
Attachment C-3
Interstate Connect One Plus, Connect Toll Free, Connect FONCARD, Direct
Extension, and Direct Toll Free Extension LATA Groups
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 660 Utah
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
133 Poughkeepsie, NY ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 670 ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ 366 Bloomington, IL ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
138 Binghampton,NY 370 Champ.-Urban, IL ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
140 Buffalo, NY ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 720 Reno, NV
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 420 Asheville, NC 536 Oklahoma City, OK ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ 724 Chico, CA
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 728 Fresno, CA
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 546 Amarillo, TX ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 432 Florence, SC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
238 Baltimore, MD ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 738 Stockton, CA
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 554 Longview, TX ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇., ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ 924 Erie, PA
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 927 Harrisonburg, VA
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 937 Richmond, IN
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 570 Bryan, TX ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 620 Rochester, MN ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇
322 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
324 Columbus, OH ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
325 Akron, OH ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
326 ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
328 ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 956 Bristol/JoCty,TN
330 Evansville, IN ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇
334 Auburn/▇▇▇▇, IN ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
336 Indianapolis, IN ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
338 Bloomington, IN 476 Birmingham, AL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 478 Montgomery, AL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇
344 Saginaw, MI 480 Mobile, AL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 484 Biloxi, MS 652 Boise, ID
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
820 Puerto Rico 870 CNMI 963 Kalispell, MT
822 U.S. Virgin Is ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇
832 Alaska ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ALL OTHERS
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
PROPRIETARY INFORMATION
[LOGO] Sprint RESTRICTED
18
Attachment C-4
Interstate Carrier Dedicated Service
Base Rates
--------------------------------------------------------------------------------
Direct Direct Toll Free
LATA Group Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
All $0.0500 $0.0460 $0.0550 $0.0510
836 $0.1200 $0.1200 $0.1350 $0.1350
--------------------------------------------------------------------------------
Direct and Direct Toll Free LATA 836 (Wake and Midway Island) rates are not
eligible for Discount 2.
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
--------------------------------------------------------------------------------
Discount 1 Monthly Direct Direct Toll Free
Volume of Service Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
$0 + 0.0% 0.0% 0.0% 0.0%
--------------------------------------------------------------------------------
Discount 2
--------------------------------------------------------------------------------
Monthly Volume of Carrier Direct Direct Toll Free
Transport Service Peak Offpeak Peak OffPeak
--------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 57.0% 57.6% 56.4% 56.8%
$500,000 - $749,999 60.0% 60.9% 59.1% 59.8%
$750,000 + 61.0% 62.0% 60.0% 60.7%
--------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
19
Attachment C-5
Interstate Directory Assistance
Base Rates
--------------------------------------------------------------------------------
States Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
ALL $0.65 $0.58 $0.58
--------------------------------------------------------------------------------
Connect One Plus and Direct Network Extension Directory Assistance rates not
eligible for Discounts
Discount 1
--------------------------------------------------------------------------------
Interstate DA
Discount 1 Monthly -------------------------------------------------------
Volume of Service Direct Direct Extension Connect One Plus
--------------------------------------------------------------------------------
$0 + 5% 0% 0%
--------------------------------------------------------------------------------
Discount 2
--------------------------------------------------------------------------------
Direct
Monthly Volume of ------------------------------------------------
Carrier Transport Service Group 1 Group 2 Group 3
--------------------------------------------------------------------------------
$0 - $249,999 0% 0% 0%
$250,000 - $499,999 38% 32% 24%
$500,000 - $749,999 40% 234 126
$750,000 + 42% 36% 28%
--------------------------------------------------------------------------------
Group: 1 CA, CT, IL, IN, MA, ME, NH, NY, NV, OH, RI, VT, WI
Group: 2 AL, AZ, CO, FL, GA, HI, IA, ID, KY, LA, MN, MS, MT, NC, ND, NE, NM, OR,
SC, SD, TN, UT, WA, WY
Group: 3 AR, CN, DC, DE, GU, KS, MD, MI, MO, NJ, OK, PA, TX, VA, WV
Proprietary Information
RESTRICTED
20
Attachment C-6
Canada Terminating Service
Base Rates
---------------------------------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct Connect FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
---------------------------------------------------------------------------------------------------------------------
ALL $0.2000 $0.1800 $0.1700 $0.1450 $0.1400 $0.1200 $0.2300 $0.2300
---------------------------------------------------------------------------------------------------------------------
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
-----------------------------------------------------------------------------------------------------------------------
Monthly Volume of Connect One Plus Direct Extension Direct Connect FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
-----------------------------------------------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 20.0% 20.0% 26.0% 26.0% 26.0% 26.0% 0.0% 0.0%
$500,000 - $749,000 26.0% 26.0% 28.0% 28.0% 28.0% 28.0% 0.0% 0.0%
$750,000 + 27.0% 27.0% 29.0% 29.0% 29.0% 29.0% 0.0% 0.0%
-----------------------------------------------------------------------------------------------------------------------
Canada Originating Service
Base Rates
----------------------------------------------------------------------------------------------------------------------
Connect Toll Free Direct Toll Free Ext Direct Toll Free Direct FONcard
Canada NPA's Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------------------------
ALL $0.3800 $0.3800 $0.3500 $0.3500 $0.3000 $0.3000 $0.3800 $0.3800
----------------------------------------------------------------------------------------------------------------------
Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
----------------------------------------------------------------------------------------------------------------------
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free Direct FONcard
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 0.0% 0.0%
$500,000 - $749,999 22.0% 22.0% 22.0% 22.0% 22.0% 22.0% 0.0% 0.0%
$750,000 + 24.0% 24.0% 24.0% 24.0% 24.0% 24.0% 0.0% 0.0%
-----------------------------------------------------------------------------------------------------------------------
Proprietary Information
RESTRICTED
21
Attachment C-7
Mexico Terminating Service
Base Rates - Domestic Element
-------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Milage Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------
ALL $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000
-------------------------------------------------------------------------------------------
Base Rates - International Element
----------------------------------------------------------------------------------------------------
Connect One Plus Direct Extension Direct
Mexico Rate Step Peak OffPeak Peak OffPeak Peak OffPeak
----------------------------------------------------------------------------------------------------
1 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
2 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
3 $0.3100 $0.2680 $0.2600 $0.2180 $0.2300 $0.1880
4 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
5 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
6 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
7 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
8 $0.4800 $0.4190 $0.4300 $0.3690 $0.4000 $0.3390
----------------------------------------------------------------------------------------------------
Mexico Rate Steps are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2 The above listed base rates are not eligible for any tariff or
contractual discount 2s.
Mexico Terminating FONcard
Base Rates
------------------------
Connect FONcard
Peak OffPeak
------------------------
$0.9800 $0.7400
------------------------
Mexico Terminating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
22
Attachment C-8
Mexico Originating Service
Base Rates
-----------------------------------------------------------------------------------------------
Connect Toll Free Direct Toll Free Ext Direct Toll Free
Mexico Zone # Peak OffPeak Peak OffPeak Peak OffPeak
-----------------------------------------------------------------------------------------------
1 $0.5600 $0.4200 $0.5600 $0.4200 $0.5600 $0.4200
2 $0.4300 $0.3300 $0.4300 $0.3300 $0.4300 $0.3300
3 $1.1600 $0.8700 $1.1600 $0.8700 $1.1600 $0.8700
4 $1.6400 $1.2000 $1.6400 $1.2000 $1.6400 $1.2000
-----------------------------------------------------------------------------------------------
US Rate Area and Mexico Rate Zone are defined in Sprint FCC Tariff #2.
Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.
Discount 2
-------------------------------------------------------------------------------------------------------
Monthly Volume of Connect Toll Free Direct Toll Free Ext Direct Toll Free
Carrier Transport Service Peak OffPeak Peak OffPeak Peak OffPeak
-------------------------------------------------------------------------------------------------------
$0 - $249,999 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$250,000 - $499,999 0.0% 0.0% 0.0% 0.0% 7.0% 7.0%
$500,000 - $749,999 0.0% 0.0% 0.0% 0.0% 8.0% 8.0%
$750,000 + 0.0% 0.0% 0.0% 0.0% 9.0% 9.0%
-------------------------------------------------------------------------------------------------------
Mexico Originating FONcard
Base Rates
---------------------
Connect FONcard
Peak OffPeak
---------------------
$1.48 $1.25
---------------------
Mexico Originating FONcard rates not eligible for discounts
Proprietary Information
RESTRICTED
23
