1
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
EXHIBIT 10.30
MASTER SERVICES AGREEMENT
This MCI Master Service Agreement, including the Schedules attached hereto
("Agreement") is made between MCI Telecommunications Corporation and its
affiliates ("MCI") and Verio, Incorporated ("Customer"), and shall be
binding when executed by both Parties and the conditions set forth in
paragraph 11(m) below (*) and paragraph 11(n) with respect to credit
approval have been satisfied.
The Term, rates, discounts and certain other provisions applicable to MCI
tariffed services ("Tariffed Services") are set forth in Schedule I and its
Attachments (hereby incorporated by reference) and shall be effective on
the Attachment Effective Date, as set forth in Attachment A to Schedule I.
The Term, rates, discounts and certain other provisions applicable to MCI
non-tariffed services ("Enhanced Services") are set forth in Schedule II
and its Attachments (hereby incorporated by reference) and shall be
effective on the Schedule Effective Date, as set forth in Schedule II. The
MCI Enhanced Services provided under Schedule II and its Attachments will
not receive the rates, discounts and credits provided under Schedule I, nor
will Enhanced Service usage be included in determining the rates, discounts
and credits provided under Schedule I.
For good and valuable consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound, MCI and Customer (each a
"Party" and together, the "Parties") agree as follows:
1. Authority. Each Party represents and warrants that it has the full right,
power and authority to enter into this Agreement, to perform its
obligations hereunder and that the execution, delivery and performance of
this Agreement will not conflict with or constitute a default under any
contract, agreement or other obligation to which it is subject.
2. Confidential Information. The Parties agree that any confidential
information disclosed during performance of this Agreement shall be
governed by the Non-Disclosure Agreement ("NDA") between the Parties dated
May 19, 1997. The parties further agree that this Agreement, its Schedules
and Attachments are confidential information under the terms of the NDA and
that notwithstanding anything to the contrary, the term of the NDA is
hereby amended to be coterminous with this Agreement.
3. Termination of Schedules and Attachments. In addition to any other
termination rights identified in the attached Schedules, the Parties agree
that if all Schedules and Attachments hereto have been terminated in
accordance with the termination provisions set forth therein, then this
Agreement shall terminate, effective as of the termination date of the last
remaining Schedule or Attachment.
4. Provision of MCI Services.
(a) Pass-Through Charges. For all domestic and international access
services provided in conjunction with the MCI services provided under this
Agreement, MCI shall pass through to Customer and Customer shall pay any
charges, fees, taxes and otherwise be subject to terms and conditions of
service imposed by access suppliers, including those pertaining to rate
fluctuations in
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telephone tariffs, and charges that are imposed or enacted by access
suppliers to MCI after the execution of this Agreement.
(b) Settlement Gains or Losses. If the charges of international
telecommunications operators (ITO's) or other third party service providers
are billed to Customer on a pass-through basis, the charges payable to the
ITO or third party service provider will be converted to U.S. Dollars at
the exchange rates applicable for billing in a foreign currency stated
above. The payments to the ITO's or third parties are generally made at the
end of the month. Any difference between the amount billed and the
equivalent U.S. Dollar amounts paid will be included in a subsequent
period's invoice as loss or gain on settlements.
5. MCI Invoices and Payment.
(a) Payment of MCI Invoices. All amounts due for MCI services provided
under this Agreement shall be billed and paid in U.S. Dollars. Customer
shall pay MCI for such services within thirty (30) calendar days after the
date of MCI's invoice. Independent of such payment obligation, Customer
shall make a separate claim in writing, with adequate support, for any
credit for service interruption to which Customer believes itself entitled
under this Agreement, and MCI and Customer will promptly address and
resolve the claim. Failure of MCI to invoice Customer in a timely manner
for any amounts due hereunder shall not be deemed a waiver by MCI of its
rights to payment therefor.
(b) Taxes. Except as otherwise indicated herein, the charges specified
in the Schedules or Attachments do not include, and Customer agrees to pay,
all taxes levied by any duly constituted taxing authority against or upon
MCI provided services or otherwise arising out of this Agreement
(including, without limitation, any sales, gross receipts or value-added
taxes), except any such income tax based on or measured in whole or in part
by gross or net income, gross or net payments, profits, or net worth of MCI
or its affiliates (the "Taxes"); so long as, in the case of foreign tax
withholdings, Customer shall agree to cooperate with MCI in providing
foreign tax receipts to MCI; utilize best efforts to comply with foreign
tax laws; and utilize best efforts to provide MCI and/or a foreign taxing
authority with additional information to support MCI's claim for foreign
tax credit(s), as requested in writing by MCI.
6. Customer Obligations.
(a) Customer-Obtained Equipment, Services and Interconnections. Unless
otherwise specified in this Agreement, Customer shall be responsible for
obtaining, installing, and maintaining all equipment, software and/or
communications services necessary for interconnection with MCI's network or
otherwise for use in conjunction with the applicable MCI provided service.
MCI will provide Customer with manufacturer-provided technical information
concerning MCI provided equipment and standard configuration information
with respect to MCI's network to allow Customer to obtain, install and
maintain the equipment, software and/or communications services. Except for
any equipment specified by MCI, Customer shall have sole responsibility for
ensuring that such equipment, software and/or services are compatible with
MCI's requirements and that they continue to be compatible with subsequent
revision levels of
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MCI provided equipment, software and services. Unless otherwise expressly
agreed in writing, MCI shall have no responsibility for the availability,
capacity and/or condition of any equipment, software or services not
provided by MCI under this Agreement. Should Customer undertake to connect
any MCI products or services to any third party service or network,
Customer shall indemnify and hold harmless MCI from any damages, costs,
liabilities and expenses resulting from such connection or attempted
connection, including but not limited to damages resulting from
unauthorized use of, or access to, MCI's network.
(b) Security. Customer shall, at its own expense, take all
commercially reasonable security measures with respect to physical and
information systems necessary to protect all equipment, software, data and
systems located on Customer's premises or otherwise in Customer's control
and used in connection with the MCI provided services, whether owned by
Customer, MCI, or MCI's subcontractors. Customer acknowledges and agrees
that MCI shall not be liable, either in contract or in tort, for any loss
resulting from any unauthorized access (other than that caused by MCI
agents, employees or subcontractors in performance of the Agreement) to,
or alteration, theft, destruction, corruption, or use of, equipment,
software, data, or systems used in connection with MCI services.
(c) Access to Customer Sites. Customer agrees to provide MCI and its
subcontractors and their respective employees and agents access to
Customer's sites where any MCI services are provided (including access to
associated equipment) as necessary for MCI and its subcontractors to
perform MCI services.
7. Services, Software and Documentation. MCI is not required to provide
software and/or documentation to the Customer under this Agreement.
However, if during the term of this Agreement the Parties determine
that software and/or documentation is to be provided to the Customer, then
the Parties agree to negotiate in good faith appropriate terms and
conditions associated with the rights to such software and/or
documentation.
8. Indemnify by Customer. Customer agrees to indemnify MCI and its affiliates
and their respective employees, officers, directors, agents and
subcontractors, and hold them harmless against any damages including those
for personal injury and property damage and expenses incurred by any of
them arising out of Customer's acts, omissions and/or breach of its
obligations hereunder, and/or Customer's use of MCI provided services in a
manner other than as contemplated herein, including without limitation use
that gives rise to claims for libel, slander, invasion of privacy, or
infringement of any patent, copyright, trademark, or other proprietary
right of a third party; provided, however, that Customer's obligations
hereunder shall not apply (i) to the extent the same arise out of or in
connection with MCI's modification of a program or a machine provided by
Customer or MCI's combination, operation or use of a program or machine
provided by Customer with devices, data or programs not furnished by
Customer or its subcontractors; or, (ii) to claims of infringement of any
patent, copyright, trademark or other proprietary right of a third party
arising from Customer's use of MCI provided software hardware. Customer's
obligations pursuant to this Section shall be subject to: (i) MCI notifying
Customer in writing as to any such claim, suit, action or other proceeding
promptly after MCI becomes or reasonably should have become aware of the
same; (ii) at the request of Customer,
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providing to Customer all information and assistance reasonably necessary
to Customer in the settlement and/or defense of the same; and (iii)
affording Customer sole control of the settlement and/or defense of the
same.
9. Compliance. Customer is responsible for complying with all local license or
permit requirements, and all laws and regulations, including but not
limited to export, import and customs laws and regulations. MCI shall
provide reasonable assistance to Customer and its affiliates to facilitate
such compliance. Such assistance may include preparation of import and
customs forms and/or, where requested by Customer, acting as Customer's
agent in the import process.
10. Disclaimer of Certain Damages. EXCEPT AS AWARDED AS PART OF A JUDGMENT OR
SETTLEMENT FOR THIRD PARTY CLAIMS COVERED UNDER SECTION 8, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SCHEDULES
AND THE ATTACHMENTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
11. Miscellaneous
(a) Assignment. Neither Party may assign this Agreement, or any of its
rights or obligations hereunder, without the prior written consent of the other
Party, which consent shall not be unreasonably withheld. Any attempted
assignment without such prior written consent shall be void. Notwithstanding the
foregoing, MCI may assign this Agreement, or any of its rights or obligations
thereunder, to its parent or any of its wholly-owned subsidiaries or affiliates.
(b) Project Management/Dispute Resolution. Project Management/Dispute
Resolution shall be as follows:
(1) Promptly following execution of this Agreement, each Party shall
name a Project Manager who shall be responsible for day-to-day
implementation and management of the project.
(2) Each Project Manager shall provide written notification to the
other in the event of any dispute arising from performance of
this Agreement, such notification to be tendered within a
reasonable time frame. Promptly following notification of any
such dispute, the Project Managers shall meet (if requested to do
so) and shall negotiate in good faith in an attempt to resolve
such dispute.
(3) If after good-faith negotiations the Project Managers shall be
unable to resolve any such dispute, then either Project Manager
may escalate resolution of the dispute to the following level of
personnel who, within ten (10) days of notice of such escalation,
shall meet (if requested to do so) and negotiate in good faith to
resolve such dispute:
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For MCI: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
MCI Telecommunications Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
For Customer: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Technology Officer
Verio, Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) If after good-faith negotiations the Parties still are unable to
resolve the dispute, then either Party may escalate resolution of
the dispute to the following who, within ten (10) days of notice
of such escalation, shall meet (if requested to do so) and
negotiate in good faith to resolve such dispute:
For MCI: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
MCI Telecommunications Corporation
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
For Customer: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
Verio, Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) Any dispute arising out of or related to this Agreement, which
cannot be resolved by negotiation, shall be settled by binding
arbitration in accordance with the J.A.M.S/ENDISPUTE Arbitration
Rules and Procedures ("Endispute Rules"), as amended by this
Agreement. The costs of arbitration, including the fees and
expenses of the arbitrator, shall be shared equally by the
Parties unless the arbitration award provides otherwise. Each
Party shall bear the cost of preparing and presenting its case.
The Parties agree that this provision and the Arbitrator's
authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions
of this Agreement, and the ABA-AAA
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Code of Ethics for Arbitrators in Commercial Disputes. The
Parties agree that the arbitrator shall have no power or
authority to make awards or issue orders of any kind except as
expressly permitted by this Agreement, and in no event shall the
arbitrator have the authority to make any award that provides for
punitive or exemplary damages. The Arbitrator's decision shall
follow the plain meaning of the relevant documents, and shall be
final and binding. The award may be confirmed and enforced in any
court of competent jurisdiction. All post-award proceedings shall
be governed by the USAA.
(c) No Waiver. Neither Party's failure, at any time, to enforce any right
or remedy available to under this Agreement shall be construed to be a waiver of
such Party's right to enforce each and every provision of this Agreement in the
future.
(d) Force Majeure. Any delay in or failure of performance by either Party
under this Agreement (other than a failure to comply with payment obligations)
shall not be considered a breach of this Agreement if and to the extent caused
by events without the fault and beyond the reasonable control of the Party
affected, including but not limited to acts of God, embargoes, governmental
restrictions, strikes (other than those affecting only Customer), subcontractor
failures or delays, riots, wars or other military action, civil disorders,
rebellion, vandalism, or sabotage. Market conditions and/or fluctuations
(including a downturn of Customer's business) shall not be deemed force majeure
events. The Party whose performance is affected by such events shall promptly
notify the other Party, giving details of the force majeure circumstances, and
the obligations of the Party giving such notice shall be suspended during but
not longer than the continuance of the force majeure, and the time for
performance of the affected obligation hereunder shall be extended by the time
of the delay caused by the force majeure event.
(e) Trademarks. Except as otherwise expressly provided in this Agreement,
nothing in this Agreement shall create in either Party any rights in any
trademark, trade name, service ▇▇▇▇, insignia, symbol, identification and/or
logotype of the other Party. Before either Party uses any such ▇▇▇▇ of the other
Party, it shall obtain the prior written consent of the other Party.
(f) Export Controls. The Parties acknowledge that certain equipment,
software and technical data which may be provided hereunder may be subject to
export and re-export controls under the U.S. Administration Regulations and/or
similar regulations of the U.S. or any other country. No Party shall export or
re-export any such equipment, software, technical data or any direct product
thereof in violation of any such laws.
(g) Foreign Corrupt Practices. Customer agrees that neither it nor any of
its directors, officers, employees, subcontractors or agents will make any
offer, payment, promise to pay or authorization of the payment of any money,
offer, gift, promise to give, or authorization of the giving of anything value
to any official, political party, party official or political candidate or any
person, knowing that all or a portion of such money or thing of value will be
offered, given or promised, directly or indirectly to any official, political
party, party official or political candidate, for the purpose of retaining
business for or with, or directing business to Customer or MCI. As used in this
Section the term "official" refers to any officer or employee in private or
public
MCI CONFIDENTIAL
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service and includes any officer or employee of a government, or any department,
agency or instrumentality thereof, or any person acting in such an official
capacity for or on behalf of any such government or department, agency or
instrumentality thereof.
(h) Governing Law. This Agreement, and all causes of action arising out of
this Agreement, shall be subject to the Communications Act of 1934, as amended
or succeeded (the "Act"), or, to the extent that any part of this Agreement is
not governed by the Act, by the domestic law of the State of New York without
regard to its choice of law principles. In the event of a conflict between this
Agreement and any subsequent translations, this English language version shall
prevail.
(i) Notices. Any notice or other communication required to be given to the
other Party under this Agreement shall be given in writing, in the English
language and either (1) delivered in person, (2) sent by United States certified
or registered mail, postage prepaid, or (3) sent by an overnight courier
service, to the following addresses:
If to MCI:
MCI Telecommunications Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
With a Copy To: Law and Public Policy (same MCI
address as above)
If to Customer:
Verio, Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Chief Technical Officer
The name and address for notice may be changed by giving written notice in
accordance with this Section. If mailed in accordance with this Section, notice
shall be deemed given three (3) days after mailing. If sent by an overnight
courier service, notice shall be deemed given one (1) day after deposit with the
courier service.
j) Severability. All provisions of this Agreement are severable, and the
unenforceability or invalidity of any of the provisions shall not affect the
validity or enforceability of the remaining provisions. The remaining provisions
will be construed in such a manner as to carry out the full
MCI CONFIDENTIAL
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
intention of the Parties. Section titles or references used in this Agreement
shall not have substantive meaning or content and are not a part of this
Agreement.
(k) Verio Owned Subsidiaries. MCI will provide location-level billing for
services provided under this Agreement to affiliates specified by Verio,
provided that Verio shall own or control at least twenty-five percent (25%) of
the equity of each specified affiliate. Notwithstanding such location level
billing, Verio shall at all times remain responsible for payment of all charges
incurred by Verio affiliates purchasing services under this Agreement. In the
event that a specified Verio affiliate fails to make payment when due, MCI may
notify Verio and Verio shall make such payment within seven (7) calendar days.
(1) Entire Agreement. This Agreement, including the Schedules and their
Attachments, constitute the entire agreement between the Parties with respect to
its subject matter and the applicable MCI Tariffs and Tariff Option, and
supersedes all other representations, understandings or agreements which are not
fully expressed herein, whether oral or written offers, no amendment to this
Agreement shall be valid unless in writing and signed by both Parties.
(m) Signature Authorization. The Parties have duly executed and agreed to
be bound by this Agreement as evidenced by the signatures of their authorized
representatives below. Each Party represents and warrants to the other that the
signatory identified beneath its name below has full authority to execute this
Agreement on its behalf. This offer shall remain open and be capable of being
accepted by Customer until June 16, 1997. Notwithstanding the foregoing, (***)
(n) Credit Approval. As a condition to MCI's commencement of performance
under this Agreement, Customer shall provide to MCI's reasonable satisfaction
information regarding Customer's current financial status and credit-worthiness
within fourteen (14) calendar days of execution of this Agreement. Within
fourteen (14) business days of receipt thereof, MCI will complete its credit
review and may in its sole discretion request Customer to provide adequate
financial security, assurance of payment, or other payment terms acceptable to
MCI. MCI will base this credit review and any security or payment terms upon an
assumed monthly usage rate (for all MCI services) of (*) (*) the "Credit
Ceiling"). In the event that Verio refuses or otherwise fails to provide such
security, assurance of payment, or to agree to such payment terms within five
(5) business days after receiving MCI's request therefor, MCI may at its option
terminate this Agreement. Neither party shall have any liability to the other in
the event of MCI's termination of this Agreement under this section 11(n)
regardless of reason. This provision, together with paragraphs 11(o) and 11(p)
is intended to supersede any inconsistent provisions of MCI Tariff No. 1,
Section B.7.
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
(o) MCI may request additional financial security, assurance of payment,
or other payment terms under this Agreement after satisfaction of the condition
in paragraph 11(n) in those situations in which MCI reasonably believes (i)
that Customer's financial circumstances have changed in a material and adverse
manner, provided that Customer shall inform MCI within thirty (30) business days
of its investment in any internet service provider or provider of voice or data
transmission services to whom Customer intends to provide services purchased
under this Agreement. or (ii) MCI reasonably believes that Verio's late payment
history under this Agreement justifies either an increase in the amount of any
financial security provided, or if none has been requested previously, the
provision of such financial security, assurance of payment, or other payment
terms. If Customer fails to provide such security within five (5) business days
of such request it shall be a material breach of this Agreement and MCI at its
sole discretion may notify Customer and immediately terminate provision of
service under this Agreement. The failure of Customer to provide security in
connection with a request under subparagraph (i) of this paragraph (o) shall not
be considered a breach of this Agreement entitling MCI to any termination
payments.
(p) If Customer's actual usage of MCI services exceeds the Credit Ceiling
set in paragraph 11 (n), then MCI, in its sole discretion, may request that
Customer pay the amount of usage exceeding the Credit Ceiling on an estimated
basis, subject to true-up against Customer's actual usage when billed or lower
its usage to a rate below the Credit Ceiling. For example, if based on MCI's
records of Customer's traffic, MCI estimates a Customer's usage for a month to
be $(*), then MCI may submit to Customer an estimated ▇▇▇▇ for such usage and
Customer shall either pay $(*) within ten (10) days of receipt MCI's estimated
▇▇▇▇ ($(*) less $(*) Credit Ceiling), or, in the alternative, immediately
disconnect circuits or otherwise lower its usage to a level equal to or below
the Credit Ceiling. If Customer elects to pay the amount estimated to exceed the
Credit Ceiling, then when MCI submits its regular invoice covering Customer's
actual usage for that period, it shall credit Customer for amounts already paid
on account, refunding (or crediting against future bills) any overcharge or
billing Customer for any balance due. If Customer elects not to make the
estimated payment requested by MCI or fails to lower its usage to a level equal
to or lower than the Credit Ceiling, then notwithstanding anything in this
Agreement, MCI may terminate this Agreement in whole or in part without prior
notice to Customer or opportunity to cure.
12. Adjustments.
(***)
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
(***)
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Any and all prior offers made to Customer, whether written or oral, shall be
superseded by this offer.
MCI TELECOMMUNICATIONS VERIO, INCORPORATED
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------- -------------------------
Title: Vice President Title: CTO
---------------------------- ------------------------
Date: 6/13/97 Date: 6/13/97
---------------------------- ------------------------
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
SCHEDULE I
SPECIAL CUSTOMER ARRANGEMENT
(***)
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
(***)
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
ATTACHMENT A TO SCHEDULE I
This Attachment A to Schedule I contains the rates, discounts and certain
other provisions applicable to the Tariffed Services provided to Customer.
References in this Attachment to standard Tariffed rates and/or discounts
will include those standard rates and/or discounts in the Price Guide if
MCI voluntarily or involuntarily as a result of government or judicial
action cancels in whole or in part any Tariff on file with the FCC.
1. Term and Termination.
1.1 Term. The term of service of this Attachment will begin on the Attachment
Effective Date and end upon the completion of sixty (60) months thereafter
("Term") or earlier provided the terms and conditions of Section 3.1 of this
Attachment ("Minimum Volume Commitment") have been fully met. The Attachment
Effective Date ("Attachment Effective Date") shall be one (1) month from the
first day of the billing cycle following Customer's signature date.
1.2 Discontinuation of Business; Bankruptcy. Either Party may terminate this
Attachment immediately upon notice to the other Party if: (i) such other
Party dissolves, discontinues or terminates its business operations to which
the Attachment pertains; (ii) any bankruptcy, reorganization, insolvency,
dissolution or similar proceeding is instituted by or against such other
Party, or (iii) such other Party makes any assignment for the benefit of
creditors.
1.3 Termination for Cause by Customer. Customer may terminate this Attachment
for Cause without Termination Liability or liability under Section 3.4 and
3.5. For purposes of this attachment, Cause shall mean:
(a) a failure of MCI to perform a material obligation under this
Attachment which failure is not remedied by MCI within thirty
(30) days after receipt of written notice; or
(b) Network Availability for any private line service provided under
this Attachment falling below (*) for (***) during the Term of
this Agreement or falls below (*) for any (***) during the term
of this Agreement. For purposes of this provision, Network
Availability means the monthly average of the ratio of actual
service time to scheduled service time. Actual service time is
defined as the time period during which connectivity is granted.
Only outages or service degradation caused by the network are
considered in measuring Network Availability. CPE related
disruptions, local access, and scheduled maintenance will be
excluded from Network Availability measurements. Customer's
termination rights under paragraph(b) are limited to termination
of the affected circuit, port or route failing to meet
performance criteria.
1.4 Termination by MCI. MCI may terminate the Attachment in whole or in part
immediately upon notice to Customer if any of the following events occur:
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
(a) A material breach of this Attachment by Customer (i.e., Customer
fails to meet any payment obligation hereunder and such failure
is not cured within ten (10) business days after Customer's
receipt of written notice from MCI notifying Customer of such
failure); or
(b) MCI determines in its sole discretion that continued provision of
any facility, equipment, or service would contravene any local,
state, national or international regulation, law, or tariff; or
(c) MCI determines that interruption or termination of a service
provided by MCI hereunder is necessary to prevent or protect
against fraud or otherwise protect its personnel, agents,
facilities, or services; or
(d) Any third-party subcontractor or vendor to MCI is unable to
continue to provide such facility, or component of equipment, or
service for any reason; provided, however, that where such third
party has ceased to provide any facility, equipment, or service,
MCI may, at its option, continue to provide to Customer a
comparable facility, equipment, or service by or through another
vendor under comparable terms and conditions.
MCI's termination rights under paragraphs (b), (c) and (d) are limited to
termination only of the affected services.
1.5 Termination Liability. If the Customer terminates service under this
Attachment before the expiration of the Term other than as set forth in
Schedule I Section 1.3 of this Attachment or to take service under another
arrangement with MCI having equal or greater term and volume requirements,
or if MCI terminates this Attachment pursuant to Section 1.4(a), Customer
will be required to: (i) repay all credits received under this Attachment;
and, (ii) pay an early termination charge calculated in accordance with
sections 3.4 and 3.5.
2. Services. Services may consist of any one or more of those telecommunications
services provided to Customer pursuant to the Tariffs. As such, the services
are subject to availability as determined by MCI.
3. Minimum Volume Commitments and Underutilization Charges.
3.1 Minimum Volume Commitment.
3.1.1 During the Term of this Agreement, Customer shall purchase MCI
Tariffed Service under this Attachment that equal or exceed (***), calculated
at Net Rates, as defined below in Section 3.3, (the "Tariffed Services
Minimum Volume Requirement or "Tariffed Services MVR").
3.1.2 If Customer satisfies the Tariffed Services MVR prior to the
completion of the Term, the Agreement shall continue for a supplemental
period of twelve (12) months ("Supplemental Period") from the date one which
the Customer has satisfied the Tariffed
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Services MVR or until completion of the Term (i.e. 60 months), whichever
occurs first. During the Supplemental Period, the Customer must satisfy an
additional annual commitment, calculated at Net Rates, of (***) thereof
("Revised Tariffed Services MVR"). In the event less than twelve (12) months
remains in the service term, then this amount shall be pro-rated over such
remaining term.
3.1.3 If the Customer meets or exceeds (***) per month (at Net Rates) of MCI
Tariffed Services purchased under this Agreement for a period of three (3)
consecutive months, then the Parties shall to enter into good faith
negotiations aimed at conforming the rates, term and volume commitment to
customer's actual usage. Any failure of the Parties to reach a mutually
acceptable solution with regard to the rates and charges under this
Attachment shall not affect the requirement for the Customer to satisfy the
Tariffed Services MVR or any other term and condition of this Agreement.
3.2 Subminimum Volume Commitment. Notwithstanding anything to the contrary,
during the Term of this Agreement, Customer shall purchase from MCI Inter
Office Channel ("IOC") Services in an amount of at least for purchase of
(***). This IOC commitment is a portion of the commitment referred to in
section 3.1.1.
3.3 Net Rates. For purposes of this Attachment, "Net Rates" shall mean
Customer's monthly billing for MCI Tariffed Services at the rates for which
the Customer qualifies under this Agreement after application of any
applicable discounts. "Net Rates" shall be calculated by adding Customer's
usage charges for MCI Tariffed Services at the rates identified herein (after
application of any applicable discounts) and monthly recurring and usage
charges, based upon standard Tariffed rates for any combination of other
MCI Tariffed Services, including but not limited to, pass-through
access/egress (or related charges) imposed by third parties, any recurring
charges imposed in the Tariff, MCI Directory Assistance Charges, MCI
intrastate usage charges, MCI International Service(s) charges, and charges
under any Network Pricing Plan specified in the Tariff. Charges for the
following are excluded from the calculation of Net Rates: goods and services
that are not tariffed (including MCI Enhanced Services provided under
Schedule II), MCI charges for MCI operator services for pay phones or hotel
room phones under the control of Customer, non-recurring charges, and any
taxes or surcharges applicable to any MCI services.
3.4 Tariffed Services MVR Underutilization. If after the completion of the
Term of this Agreement, or early termination thereof by Customer, Customer's
usage charges, calculated at Net Rates, do not equal or exceed the Tariffed
Services MVR, Customer will pay, in addition to all accrued but unpaid usage
charges and other charges, an underutilization charge equal to (***) of the
difference between (a) the Tariffed Services MVR and (b) Customer's actual
purchase of MCI services under this agreement during the Term. Customer
agrees that such charges are reasonable.
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
3.5 Subminimum Underutilization. If after the completion of the Term of this
Agreement, or following early termination of this agreement Customer's
purchase of MCI-IOC services has not expired or exceeded the Subminimum
stated in Section 3.2 of this Attachment, Customer will pay, in addition to
all accrued but unpaid usage charges and other charges, an underutilization
charge equal to (***) of the difference between the Subminimum and (b)
Customer's usage charges for the MCI IOC Service. Customer agrees that such
charges are reasonable.
4. Rates and Discounts for the Services. Unless otherwise noted, the rates and
discounts provided for in this Attachment are in lieu of, and not in addition
to, any standard rates, discounts or commissions to which Customer is or
would otherwise be entitled to receive by application of any MCI Tariff.
Unless otherwise stated, the rates below will fluctuate with any changes in
the Tariff.
4.1 Interstate/Intrastate Voice Service. Rates and charges are per the
Tariff, except as stated below:
4.1.1 VNET Domestic
-----------------------
Ded/Ded $(*)/minute
Ded/Sw $(*)/minute
Sw/Ded $(*)/minute
Sw/Sw $(*)/minute
The rates above apply to interstate and intrastate calls and are subject to
increase or decrease over the life of the Term by the same percentage change
that occurs to the standard tariff rate.
4.1.2 MCI 800
-----------------------
DAL $(*)/minute
CBL $(*)/minute
The rates above apply to interstate and intrastate calls and are subject to
increase or decrease over the life of the Term by the same percentage change
that occurs to the standard tariff rate.
4.2 International Voice Service.
Rates and discounts are per the Tariff.
4.3 Dedicated Leased Line Service. Rates and charges are per the Tariff,
except as stated below:
Inter-Office Channel (IOC)
The following discounts apply to the following IOC service(s):
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
(a) TDS45 - IOC distance less than or equal to (*)
miles:_(*) plus (*) per mile_- IOC distance greater than (*) miles: (*)
off Tariff
(b) TDS 1.5 - (*) off Tariff 1
(c) Fract T1 - (*) off Tariff 1
(d) DDS 56/64 - (*) off Tariff 1
(e) DSO 56/64 - (*) off Tariff 1
4.4 Dedicated Access Services. Rates and charges are per the Tariff,
except as stated below:
4.4.1 The following discounts apply to dedicated access for TDS1.5,
DDS, DSO, and Fractional T1 service.
(a) Standard Five (5) Year APP discounts (Currently (*), for
T1, and (*) for DDS/DSO)
(b) Monthly Recurring Charges (M.R.C.) for Access
Coordination (A.C.) and Central Office Connection
(C.O.C.) are (*)
(c) Local loop, A.C. and C.O.C installation charges are (*).
4.4.2 The following discounts apply to dedicated access for MCI
Local Service (where offered by MCI).
(a) Standard Pricing (Currently (*) below MCI's Standard
rates)
(b) Standard Five (5) Year APP discounts (Currently
(*), for T1, and (*) for DDS/DSO)
(c) Monthly Recurring Charges (M.R.C.) for Access
Coordination (A.C.) and Central Office
Connection (C.O.C.) are (*).
(d) Loop, A.C. and C.O.C. installation charges are (*).
Customer agrees that within sixty (60) days of notice from MCI that MCI
dedicated access for Local Service(s) (as described in Section 4.4.2 above) is
available to Customer's facility, it will to (***). The rates and charges for
MCI Local Service(s) are listed above.
For access into each MCI Points of Presence ("MCI PoP"), the Customer hereby
grants to MCI (at MCI's discretion) the option for MCI to either (***). In the
case where access is provided (***), the Customer shall be charged and hereby
agrees to pay the following Monthly Recurring Charges (M.R.C.) for (*) connect:
Monthly (*) Connect Charges
TDS-45 $(*)
▇▇- ▇ $(*)
DS-O/DDS $(*)
4.4.3 Forced Local Loop Services
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
The following discounts apply when MCI (***), other than the POP
normally used in that location, in an effort to (***).
(a) Standard Five(5) Year APP discounts
(Currently (*), for T1, and (*) for DDS/DSO).
(b) Monthly Recurring Charges (M.R.C.) for Access
Coordination (A.C.) and Central Office
Connection (C.O.C.) are (***).
(c) Local loop, A.C. and C.O.C. installation
charges (***).
4.4.4 Dedicated access for TDS45 will be subject to its
availability and will be quoted to Customer on an individual case
basis.
4.5 Frame Relay Service. Rates and charges are per
the Tariff, except as stated below:
The standard tariff rates apply for Frame Relay service and
the standard 5 Year Term Discount on Port and PVC Charges (listed
below) apply as well. The rates and charges for Frame Relay shall
fluctuate with the Tariff.
Current Discount Table:
-----------------------
Gross Monthly Revenue Discount
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
$ (*) (*)
4.6 Charges Not Eligible For Discount. The rates and
discounts set forth in this Section 4 do not apply to the following:
charges for MCI Services other than those described in Section 4;
non-Tariffed products; access or egress (or related) charges imposed
by third parties; standard Tariffed recurring charges; standard
Tariffed non-recurring charges and taxes or tax-like surcharges.
5. Tariffed Rates. If MCI offers, pursuant to a Tariff, discounts for
combination(s) of Services (as opposed to discounts on a particular
Service) and Customer has subscribed to such Services, than Customer
may elect to receive the benefits of such discounts in lieu of the
discounts set forth in Section 4 of this Attachment. If Customer
makes such an election, the new discounts will control for the
remainder of the Term.
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
6. Qualifying Conditions. The Customer must satisfy the following
conditions by the Effective Date of the Agreement between the Customer
and MCI:
6.1 Customer must qualify, as of the date of execution of
this Agreement, (***).
6.2 Customer must be (***).
Customer understands that MCI, in conducting its business in the
manner set forth herein, is subject to the Communications Act of 1934,
as amended or succeeded, and as interpreted and applied by the
FCC. The Master Agreement, Schedule I, and this Attachment A,
together with the appropriate MCI tariffs is the complete agreement of
the parties with respect to Tariffed Services and supersedes all other
prior agreements and representation concerning its subject matter.
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
SCHEDULE II
ENHANCED SERVICES AGREEMENT
Customer's use of MCI Enhanced Services and any additional products in
the Attachments to Schedule II will not receive the rates provided
under Schedule I and its Attachments nor will such usage be included
in determining the discounts or credits provided under Schedule I of
the Agreement.
1. Term and Termination
1.1 Term. The Term of this Schedule II shall begin on
the Schedule Effective Date and end upon the
completion of sixty (60) months thereafter ("Term").
The Schedule Effective Date ("Schedule Effective
Date") will begin one (1) month from the first day of
the billing cycle following Customer's signature
date.
1.2 Discontinuation of Business; Bankruptcy. Either
Party may terminate this Schedule immediately upon
notice to the other Party if: (i) such other Party
dissolves, discontinues or terminates its business
operations to which the Agreement pertains; (ii) any
bankruptcy, reorganization, insolvency, dissolution
or similar proceeding is instituted by or against
such other Party; or (iii) such other Party makes any
assignment for the benefit of creditors.
1.3 Termination for Cause by Customer. Customer may
terminate this Schedule for Cause without Termination
Liability or liability under Sections 1.5 or 2. For
purposes of this Attachment, Cause shall mean:
(a) a failure of MCI to perform a material
obligation under this Attachment which failure is not
remedied by MCI within thirty (3O) days after receipt
of written notice; or
(b) Network Availability for SMDS service
provided under this Attachment falls below (*)% for
six (6) consecutive months during the Term of this
Agreement. For purposes of this provision, Network
Availability means the monthly average of the ratio
of actual service time to scheduled service time.
Actual service time is defined as the time period
during which connectivity is granted. Only outages
or service degradation caused by the network are
considered in measuring Network Availability. CPE
related disruptions, local access, and scheduled
maintenance will be excluded from Network
Availability measurements.
(c) At this time there is no Service Level
Agreement for MCI Hyperstream ATM service. If at any
time during the term of this Agreement, MCI
implements a generally available Service Level
Agreement for MCI Hyperstream ATM service, then the
parties will amend this Agreement to include the
terms and conditions of such generally available
Service Level Agreement including any applicable
change in rates.
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Customer's termination rights under paragraphs (b) and (c) are limited
to termination only of the affected services.
1.40 Termination by MCI. MCI may terminate the Schedule immediately upon
notice to Customer if any of the following events occur:
(a) A material breach of this Schedule by Customer (i.e., Customer
fails to meet any payment obligation hereunder and such failure is not
cured within ten (10) business days after Customer's receipt of
written notice from MCI notifying Customer of such failure); or
(b) MCI determines in its sole discretion that continued provision
of any facility, equipment, or service would contravene any local,
state, national or international regulation, law, or tariff; or
(c) MCI determines that interruption or termination of a service
provided by MCI hereunder is necessary to prevent or protect against
fraud or otherwise protect its personnel, agents, facilities, or
services; or
(d) Any third-party subcontractor or vendor to MCI is unable to
continue to provide such facility, or component of equipment, or
service for any reason; provided, however, that where such third party
has ceased to provide any facility, equipment, or service, MCI may, at
its option, continue to provide to Customer a comparable facility,
equipment, or service by or through another vendor under comparable
terms and conditions.
MCI's termination rights under paragraphs (b), (c) and (d) are limited
to termination of the affected services.
1.5 Termination Liability. If the Customer terminates service under this
Schedule before the expiration of the Term other than as set forth in
Section 1.3, or to take service under another arrangement with MCI
having equal or greater term and volume requirements, or if MCI
terminates this Schedule pursuant to Section 1.4(a), Customer will be
required to: (i) repay all credits received under this Schedule; and,
(ii) pay an early termination charge as calculated in Section 2.1 of
this Attachment for each monthly billing period remaining in the Term
or a pro rata portion thereof for any partial monthly billing period.
The Customer, however, will not be liable for termination charges if
the MCI Hyperstream ATM and/or MCI Hyperstream SMDS services are
converted to other MCI services of equal or greater value.
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
2. Minimum Volume Requirements and Underutilization Charges.
2.1 Minimum Volume Requirement. During the Term of this Agreement,
Customer's Net Usage of MCI services purchased under this Schedule II
shall equal or exceed (*) Dollars ($(*)) (the "ESA MVR"). For purposes
of this Schedule II, "Net Usage" means recurring and usage charges
accruing to Customer's account, after application of all discounts and
credits, during each monthly billing period, including without
limitation charges for usage of all Enhanced Services provided by MCI
under this Schedule (as may be supplemented from time-to-time with the
addition of other enhanced services provided to Customer by MCI under
mutually agreed upon terms and conditions) and excluding without
limitation access charges, access coordination charges, network
management charges, all charges expressly excluded in the ESA
Attachments, CPE, all charges for Tariffed Services, and all taxes and
surcharges.
2.2 ESA MVR Underutilization Charge. If Customer does not satisfy
the ESA MVR over the Term, then Customer will pay to MCI (i) Customer's
actual combined monthly recurring and usage charges for MCI Enhanced
Service, plus (ii) an underutilization charge (which Customer agrees is
reasonable) equal to (*) percent ((*)%) of the difference between the
applicable ESA MVR and Customer's actual Net Usage over the life of the
Agreement. The Customer, however, will not be liable for
underutilization charges if the MCI Hyperstream ATM and/or MCI
Hyperstream SMDS services are converted to other MCI services equal to
or greater than the difference between the ESA MVR and the actual net
ESA usage for the month in question.
3. Provision of ESA Services.
3.1 MCI shall provide the following MCI Enhanced Services to
Customer under this Schedule:
MCI Hyperstream ATM
MCI Hyperstream SMDS
3.2 ESA Attachments. Each MCI Enhanced Service provided under
this Schedule shall have a corresponding ESA Attachment specifying the
applicable rates, discounts, and other terms and conditions on which
MCI will provide such MCI Enhanced Service. To the extent that the
terms and conditions of any ESA Attachment are inconsistent with the
terms and conditions of the Master Agreement and this Schedule, the
ESA Attachment shall govern with respect to the corresponding MCI
Enhanced Service.
3.3 Effect of Tariffing. If, at any time during the Term, MCI
tariffs any of the MCI Enhanced Services provided pursuant to the
Master Agreement and this Schedule (each a "Newly Tariffed Service"),
Customer agrees to promptly execute appropriate additional agreements
and amendments to the Master Agreement and its corresponding Schedules
and Attachments the effect of which shall be to eliminate the Newly
Tariffed Service from the MCI Enhanced Services portion of the Master
Agreement and to incorporate such Newly Tariffed Service into that
portion of the Master Agreement (or a separate agreement) which
governs MCI Tariffed Services. Such MCI Tariffed Services agreement
shall contain the same rates, charges, discounts, term commitment, and
MCI CONFIDENTIAL
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volume commitment for the Newly Tariffed Service as set forth in that
portion of this Schedule which governs MCI Enhanced Services.
Customer acknowledges and agrees that MCI shall have no obligation to
include any equipment provided under the Master Agreement and this
Schedule or any charges payable for such equipment in any such
agreement for tariffed services. In the event that a Newly Tariffed
Service is eliminated from this Schedule, the ESA and SCA MVRs will be
adjusted accordingly.
4. Warranty. MCI's warranty obligations, if any, with respect to each
MCI Enhanced Service are set forth in the applicable Attachment.
EXCEPT AS SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, THIS
SCHEDULE AND THE ATTACHMENTS, MCI MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO ANY MCI ENHANCED SERVICES. MCI SPECIFICALLY DISCLAIMS
ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY INTELLECTUAL PROPERTY WARRANTIES Of ANY
TYPE.
5. Limitation of Liability. NOTWITHSTANDING THE FOREGOING, MCI'S TOTAL
LIABILITY TO CUSTOMER ARISING FROM THIS SCHEDULE AND THE ATTACHMENTS
SHALL BE LIMITED TO THE LESSER OF (A) CUSTOMER'S PROVEN DIRECT DAMAGES
OR (B) THE TOTAL AMOUNT PAID BY CUSTOMER TO MCI FOR THE SPECIFIC
ENHANCED SERVICE UPON WHICH THE CAUSE OF ACTION IS BASED DURING THE
ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF
ACTION. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND
CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER
TORTS. FURTHER, NO CAUSE OF ACTION WHICH AROSE MORE THAN ONE (1) YEAR
PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF
ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER.
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
ESA SCHEDULE ATTACHMENT NO. 2
MCI HyperStream ATM Service
A. Description: MCI HyperStream Asynchronous Transfer Mode (ATM) is a
connection oriented public/private network data service. HyperStream ATM is a
cell-based broadband technology which allows seamless high speed wide area and
local area network connections. A wide range of data applications connect with
HyperStream ATM including local area network (LAN) interconnections, high-speed
transmission of digitized medical imaging across the country and desktop
videoconferencing enabling users to share multimedia applications.
B. Rates & Charges
MCI's HyperStream ATM Service provides the most up to date pricing options in
the industry. The HyperStream ATM Service rate structure enables customers to
tailor their ATM service to meet changing business needs and compliments the
flexible nature of Asynchronous Transfer Mode service.
The HyperStream ATM Service rate structure has three components: Access, Port,
and Usage charges.
(1) Access:
Local loop and access coordination charges are based on standard tariff rates.
In the case of DS-3 and below the IOC and COC or backhaul portion of the
circuit charge is included in the ATM port charge. In the case of OC-3, the
backhaul portion is NOT included in the ATM port charge. For OC-3 ATM access,
the customer pays for an OC-3 facility from their location to the closest ATM
node site.
(2) Ports:
Port charges are based upon the selected bandwidth needed to connect to the
HyperStream ATM network. MCI currently offers ▇▇-▇, ▇▇-▇ and OC-3 ATM UNI
ports.
(3) Usage:
Usage charges are based upon the Service Class and associated traffic contract
parameters selected by the customer and are described as Fixed SCR charges
similar to Frame Relay "Fixed CIR PVC Rates".
Port Charges:
ATM UNI DS-1 $ (*) per month per port
ATM UNI DS-3 $ (*) per month per port
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
ATM UNI OC-3 $(*) per month per port
Port Reconfiguration Charge $(*)
Port Installation Charge $(*)
Non Recurring PVC Charges:
PVC Installation Charge $(*)
PVC Reconfiguration Charge $(*)*
* Applied every time the parameters of a VC within a VP are changed as well as
VP parameter changes.
ATM UNI SERVICE CLASSES: Variable Bit Rate - Non Real Time
PCR kbps Fixed SCR
PCR=1.544 16 $(***)
PCR=1.544 32 $(***)
PCR=1.544 48 $(***)
PCR=1.544 64 $(***)
PCR=1.544 128 $(***)
PCR=1.544 192 $(***)
PCR=1.544 256 $(***)
PCR=1.544 320 $(***)
PCR=1.544 384 $(***)
PCR=1.544 448 $(***)
PCR=1.544 512 $(***)
PCR=1.544 576 $(***)
PCR=1.544 640 $(***)
PCR=1.544 704 $(***)
PCR=1.544 768 $(***)
PCR=1.544 832 $(***)
PCR=1.544 896 $(***)
PCR=1.544 960 $(***)
PCR=1.544 1,024 $(***)
PCR=1.544 1,088 $(***)
PCR=1.544 1,170 $(***)
PCR=1.544 1,216 $(***)
PCR=1.544 1,280 $(***)
PCR=1.544 1,344 $(***)
PCR=45 1,536 $(***)
PCR=45 4,608 $(***)
PCR=45 10,800 $(***)
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
PCR=45 16,000 $(***)
PCR=45 25,000 $(***)
PCR=45 35,800 $(***)
PCR=155 101,900 $(***)
PCR=155 131,776 $(***)
ATM UNI SERVICE CLASS: Constant Bit Rate
Kbps Fixed PCR/SCR
CBR
16 (***)
32 (***)
48 (***)
64 $(***)
128 $(***)
192 $(***)
256 $(***)
320 $(***)
384 $(***)
Kbps Fixed PCR/SCR
448 $(***)
512 $(***)
576 $(***)
640 $(***)
704 $(***)
768 $(***)
832 $(***)
896 $(***)
960 $(***)
1,024 $(***)
1,088 $(***)
1,170 $(***)
1,216 $(***)
1,280 $(***)
1,344 $(***)
1,536 $(***)
4,608 $(***)
10,800 $(***)
16,000 $(***)
25,000 $(***)
35,800 $(***)
101,900 $(***)
131,776 $(***)
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Note: All PVC rates are simplex. Asymmetrical PVC's are allowed.
Discount: The Customer shall receive a (*) percent (*%) discount off of the
above listed Port and PVC charges. (*)
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ENHANCED SCHEDULE ATTACHMENT NO. I
SWITCHED MULTIMEGABIT DATA SERVICE
A. MCI ENHANCED SERVICE:
Name: Switched Multimegabit Data Service (SMDS)
Description: SMDS is available in the United States as a connectionless
packet-oriented data transport service, provided by MCI Telecommunications
Corporation ("MCIT"). At the originating customer premises the customer's
equipment places the data into packets and gives each packet an E.164 source
and destination customer address. Subject to certain restrictions, MCIT
routes the packets over the MCIT Network to the terminating E.164 address.
For purposes of this Agreement, the MCIT Network shall mean the integrated data
network system owned and operated by MCIT (which may be connected to services
provided by third parties) for general use by its customers to transmit and
receive data. SMDS is available at speeds up to 34Mbps.
Technical Description: SMDS operates at layers two and three of the OSI
model and is designed to conform to the IEEE 802.6 Metropolitan Area Networking
Standard and to the Bellcore Technical Reference TR-TSV-000772.
A. Access to SMDS: You shall obtain access to SMDS via dedicated
digital facilities (DXI-SMDS) or Local Exchange Carrier Interconnection
(XA-SMDS), only.
B. Availability: SMDS is available between cities listed in MCIT
Tariff FCC No. 1, Section C.12, Table IV, Part A, as amended from time to
time, or any successor tariff (the "Tariff ").
B. RATES AND CHARGES
HyperStream SMDS pricing is composed of three primary parts: (1) Access
charges , (2) Port charges, (3) Usage charges
(1) ACCESS CHARGES
Access charges are the charges the customer pays for access from the customer
location to the MCI POP.
(2) PORT CHARGES
Port charges are based upon the customers selected mode of connection (DXI or
XA) and applicable connection speeds (56kbps to 34Mbps).
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Port charges are based on the access method chosen to connect to the
HyperStream SMDS Network. The HyperStream SMDS Service provides two types:
XA-SMDS (eXchange Access) and DXI-SMDS (Data eXchange Interface). The access
rate includes backhaul from the MCI POP closest to the customers location to
the closest HyperStream SMDS gateway.
DXI-SMDS is the method used to gain direct access to HyperStream SMDS. The
customer connects directly to MCI's HyperStream SMDS Network. Monthly port and
usage charges for DXI-SMDS service are outlined below.
XA-SMDS is the method used to gain access to MCI's HyperStream SMDS via LEC
provided SMDS services. Customers connecting to a local LEC to obtain SMDS
access will be billed by the LEC for LEC-provided services and billed by MCI
for the IXC portion of the network. MCI charges are outlined below.
(3) USAGE CHARGES
DXI-SMDS customers connecting directly to MCI's SMDS network are charged for
usage based on megabytes delivered. These charges are based on Sustained
Information Rate (SIR) and are included in assessing all minimum and maximum
usage charges.
XA-SMDS customers using LEC access to get on to the HyperStream SMDS Network
and/or terminate traffic to a LEC-connected location are charged for access and
egress to/from the MCI HyperStream SMDS network as well as transport across the
network (access + transport + egress) based on the number megabytes delivered.
These charges are based on Sustained Information Rate (SIR) and are included in
assessing all minimums and maximums.
All DXI and XA usage charges can be combined to count towards satisfaction of
usage minimums and maximums. Port, access, and fee charges do not count
towards satisfaction of usage minimums and maximums.
DXI Port Charges (direct connection to MCI's HyperStream Network)
Speeds Monthly Charge Installation
Available
56/64 K $(***) $(***)
112/128 $(***) $(***)
224/256 $(***) $(***)
336/384K $(***) $(***)
448/512K $(***) $(***)
672/768K $(***) $(***)
896/1024 K $(***) $(***)
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1344/1536 K $(***) $(***)
4.5Mbps $(***) $(***)
10.5Mbps $(***) $(***)
DXI Usage Charges:
(per megabyte, end to end transport)
This is the charge for transporting the customers traffic across the MCI SMDS
network and is based on megabytes delivered.
<=T-1 >T-1
$(*) $(*)
DXI-Usage Minimums and Maximums
Speed Minimum Maximum
56/64K $(*) $(*)
112/128 K $(*) $(*)
Speed Minimum Maximum
224/256 K $(*) $(*)
336/384 K $(*) $(*)
448/512 K $(*) $(*)
672/768 K $(*) $(*)
896/1024 $(*) $(*)
1344/1536 K $(*) $(*)
4.5Mbps (Class 1) $(*) $(*)
10.5Mbps (Class 2) $(*) $(*)
XA-SMDS Port (connection to MCI's HyperStream Network via a LEC)
Speeds Monthly Installation
Available
DS-0 $(*) $(*)
DS-1 $(*) $(*)
4Mbps $(*) $(*)
10Mbps $(*) $(*)
16Mbps $(*) $(*)
25Mmbps $(*) $(*)
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XA Usage Charge
(per megabyte)
Access* Egress*
$(*) $(*)
Note: XA access and/or egress rates are combined with the DXI (or transport)
rate if the customer is sending traffic to or from an XA port to a DXI port.
Access and egress are charged if the customer is sending traffic to and from
XA ports.
XA-SMDS Usage Minimums and Maximums (based on SIR)
Speed Minimum Maximum
DS-0 $(*) $(*)
DS-1 $(*) $(*)
4M $(*) $(*)
10m $(*) $(*)
16M $(*) $(*)
25M $(*) $(*)
The Customer shall receive a (*) percent ((*)%) discount off of the above
port and usage charges for SMDS. In addition, (*)
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FEES:
HyperStream SMDS offers additional features which have fees associated with
them.
Closed User Groups:
MCI's HyperStream SMDS Service offers customers the option to create closed
user groups (CUG). MCI can create Individual address screening tables which
can be used to define where traffic can be sent to and from which addresses
traffic can be received. These addresses can be within the customers
organization or other organizations the customer wishes to communicate with on
an authorized basis. Closed User Groups can also be used to segregate traffic
based on protocol type. For example, IPX users could be collected into one or
more Closed User Groups.
Address Screening (monthly) $(*)
Address Screening (install) $(*)
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Multicasting:
MCI's HyperStream SMDS Service offers the customer the ability to multicast -
broadcast a single message to multiple recipients. This capability is unique
to SMDS technology. The customer creates a single packet and that packet is
replicated across the network by MCI to sites defined by the customer in a
closed user group.
Group Address (monthly) $(*)
Group Address (install) $(*)
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