AUDIOTEX AGREEMENT
This Audiotex Agreement, effective June 30, 1997 ("Agreement"), is entered
into between IT NETWORK, INC., a Texas corporation and a wholly-owned subsidiary
of Source Media, Inc. ("ITN"), and AMERITECH PUBLISHING, INC., a Delaware
corporation, doing business as AMERITECH ADVERTISING SERVICES ("AAS"), for the
purpose of providing AAS with the services as described in this Agreement (the
"Services"), and as more fully set forth in Article II of this Agreement . The
parties, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
I.1 For the purposes of this Agreement, the following terms and all other terms
defined in this Agreement shall have the meaning so defined unless the context
clearly indicates otherwise. A term defined in the singular shall include the
plural and vice verse when the context so indicates.
"Affiliate(s)" means any organization or entity owning a
majority of the outstanding common stock
and voting stock of ITN and/or AAS; (ii)
any other corporation of which a majority
of the outstanding common stock and the
voting stock is owned by the parent of ITN
and/or AAS; and (iii) any other legal
business entity of which at least fifty
percent is owned by ITN and/or AAS.
"Information" means specifications, drawings, sketches,
models, manuals, samples, tools, computer
programs, technical information, and other
confidential business, customer or
personnel information or data, whether
written, oral or otherwise.
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"Services" means all services described in this
Agreement furnished by ITN to AAS under
this Agreement.
"Directory or Directories" means issues of AAS Yellow or co-bound
White and Yellow Page Directories in
Michigan, Indiana, Ohio, Wisconsin and as
specifically set forth on Attachment B
attached hereto and made a part of this
Agreement.
"Audiotex" means storage and retrieval of recorded
information.
ARTICLE II
SERVICES
II.1 Services and Responsibilities
ITN shall provide the Services described below concerning Front of Book
("FOB") Local and National Yellow Pages Advertising and related responsibilities
at no charge to AAS. All Services shall be performed by ITN in accordance with
the terms and conditions of this Agreement. As used herein, the term "Services"
shall include, but not be limited to, all labor or materials, or both, furnished
by ITN.
ITN will purchase from AAS: FOB Local and National Yellow Pages
Advertising information pages per directory at the number of pages, rates, terms
and directory locations listed on Attachment B for the purpose of listing ITN's
Audiotex service. ITN will sell and produce the Audiotex Services listed in the
AAS Directories. ITN will promote its Audiotex Services by soliciting
advertisers for the Audiotex FOB pages purchased from AAS and sponsors for the
audio portion of the Audiotex service itself.
ITN Responsibilities
ITN will have the option to purchase 12 or 16 FOB pages from AAS, provided
however that ITN has the option to purchase a minimum of 8 pages in markets with
a distribution of
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500,000 or less, as indicated on Attachment B. ITN will place its orders for FOB
pages by the due date for each Directory as specified on Attachment B for the
first directory cycle and thereafter as specified by AAS. Failure to place an
order by a due date will result in no FOB audiotex pages being printed in the
Directory. ITN will supply AAS with final art for advertisers' print
advertisements as specified in Attachment C, Advertisement Preparation and
Production Printing Specifications attached hereto and made a part thereof. In
addition, ITN will submit the FOB page template design to AAS for its approval,
which shall not be unreasonably withheld.
ITN is responsible for producing Audiotex messages for FOB Local and
National Yellow Advertising information pages in Directories included on
Attachment B and for all Audiotex production and costs including but not limited
to phone lines and Audiotex content as well as associated equipment, programming
and maintenance. ITN will not provide Audiotex service to information providers
publishing unlawful, discriminatory, or sexually explicit messages.
disconnecting these unlawful, discriminatory or sexually explicit messages at
its own cost, provided that unlawful, discriminatory or sexually explicit
messages existing on the date of this Agreement shall be deleted at the cost of
AAS. ITN shall provide AAS with monthly reports relating to caller statistics or
other matters relevant to AAS's reasonable concerns under this Agreement.
ITN shall be responsible for all costs and expenses with respect to all
Services performed under this Agreement, unless otherwise provided herein, pay
the fees specified on Attachment B (50% of fees due upon order placement based
on the number of Directories delivered in the prior year and the remainder when
initial delivery of each Directory commences) and pay real estate lease expenses
for any equipment not located on AAS premises identified on Attachment D-2. ITN
shall be responsible to purchase or lease audiotex equipment currently used by
AAS from Ameritech Credit Corporation. ITN will provide hosting and service
bureau services for AAS' 1997 Cleveland "Cleveline" FOB audiotex service.
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AAS shall send ITN a monthly invoice for page costs, offsetting any amount
due against any credit remaining to ITN, as provided below. ITN will remit
payment to AAS for all amounts due under each invoice within thirty (30) days of
the invoice. Payments received more than 30 days after the invoice date will be
subject to interest at the rate of one and one-half percent (11/2%) per month on
the entire unpaid balance.
AAS Responsibilities
AAS is responsible for final editorial and design approval to determine
that all print advertising submitted by ITN is consistent with AAS Ethics,
Publishing and Premium Space Policies. AAS standards as published of the
Directories, provided however that AAS shall maintain the general design and
impression of print advertisements submitted by ITN and shall not modify the
general design or impression without the prior approval of ITN which shall not
be unreasonably withheld. AAS is responsible for printing and distributing
Directories. AAS may change publication or delivery dates or content for the
Directories, and AAS may change the ITN order due dates specified on Attachment
B. ITN will forward its Audiotex content information on RC color separated
camera ready pages with two (2) sets of color laser proofs. AAS will produce,
bind and distribute designated directories during the first year at the per
Directory fees designated on Attachment B. For each year thereafter, AAS will
increase the per page fee for each Directory by the lesser of AAS' actual per
page cost increase for expenses of publishing the Directory or 5%. As a credit
against the per page fees, ITN will receive an initial one-time credit of
$450,000. For each purchase of FOB pages by ITN, the total per page charges
shall accrue against the credit amount until it is exhausted. After exhaustion,
ITN will initiate paying the per page charges as designated on Attachment B for
the initial Directory cycle and as subsequently adjusted.
AAS shall provide ITN with lease space at no charge for the audiotex
equipment ITN leases or purchases from Ameritech Credit Corporation at existing
AAS locations where space is available identified on Attachment D-1 and D-2 .
For space where the audiotex equipment resides on third party premises
identified on Attachment D-1 and/or D-2, AAS will assign to ITN the
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responsibility for leases for space on such third party premises. In addition,
AAS will ensure that upon payment of the purchase price, ITN will acquire all
hardware and operational software and/or license for use of software for the
audiotex equipment currently used by AAS and identified on Attachment E and that
the purchase price will be no more than $70,000 and no less than $50,000.
Regardless of whether ITN purchases or leases the audiotex equipment identified
on Attachment E, ITN will take such equipment "as is", "with all faults" and
without warranty. AAS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
OF ANY KIND WITH RESPECT TO THE EQUIPMENT. AAS MAKES NO REPRESENTATION OR
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND EXPRESSLY
EXCLUDES SUCH WARRANTIES. AAS and ITN shall mutually agree as to the location of
all Audiotex Services equipment, provided however that if ITN decides to
relocate the equipment from its location on the execution date of this
Agreement, ITN shall be responsible for renting, leasing, otherwise acquiring
space for the equipment at a new location, maintaining such new location and
paying all associated costs and expenses.
AAS is also responsible for assigning to ITN telephone numbers and
telecommunication services identified on Attachment F currently in use for
audiotex services in the AAS Directories, and commencing on the publication of
each Directory under this Agreement, ITN shall be responsible for paying the
telephone costs for the numbers and telecommunication services identified on
Attachment F associated with that Directory which are assigned to ITN.
II.2 Warranties for Services
a. ITN hereby warrants and represents that all Services provided under
this Agreement shall be performed in a professional manner, promptly and with
diligence, in accordance with the description of such Services in this
Agreement, including the Attachments. ITN further warrants that neither ITN nor
its representatives and employees shall represent themselves as employees of
AAS, but shall represent themselves only as employees of ITN. ITN represents
that in providing Services, it will not disparage AAS or attempt to reduce AAS'
revenues.
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b. AAS shall notify ITN of any instance where such Services are considered
to be unsatisfactory. Upon receipt of any such notice, ITN shall, at no
additional charge to AAS, take prompt action to correct such unsatisfactory
Services.
c. ITN will use its best efforts to assure that advertising copy is
accurate and in accordance with current AAS Ethics, Publishing and Premium Space
Policies. Without in any way limiting the obligations set forth in the section
entitled "Indemnification," each party agrees to absorb the cost of all
adjustments that are required to be made because of advertising and copy errors
which are exclusively the fault of such party.
II.3 Termination and Cancellation
a. Agreement
Unless terminated as specified below, this Agreement shall be
effective for three directory cycles (three years) beginning with the 1997
Toledo and Indianapolis Directories. The Agreement may continue thereafter if
both parties mutually agree to extend the Agreement. Upon termination, ITN shall
continue to provide Services for the life of each Directory.
b. Default
AAS may terminate this Agreement for a Directory prior to the
publication of three (3) editions of the Directory only for the gross negligence
or willful default by ITN of the performance of its duties under this Agreement
and such gross negligence or willful default has not been cured within thirty
(30) days of written notice by AAS to ITN. .
c. General
(1) Upon termination, cancellation or expiration of this Agreement,
ITN shall promptly deliver to AAS all of AAS's data and property of whatever
kind furnished to ITN by AAS in connection with or as a result of the
performance of Services under this Agreement, re-assign audiotex telephone
numbers and telecommunication services to AAS to extent requested by AAS.
(2) The terms, conditions and warranties contained in this Agreement
that by their sense and context are intended to survive the performance thereof
by either or both parties under this Agreement shall so survive the completion
of performance, cancellation or termination of this Agreement.
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II.4 Exclusive Market Rights
It is expressly understood that this Agreement grants to ITN the exclusive
right to provide to AAS the types of FOB services which are the subject of this
Agreement.
ARTICLE III
GENERAL TERMS AND CONDITIONS
III.1 Term of Agreement
This Agreement shall become effective as of the date first above written
and, unless sooner terminated or canceled as provided in Article III.3 above,
shall remain in full force and effect for an initial term of three (3) directory
cycles (three years) for each directory listed on Exhibit B beginning with the
1997 Toledo and Indianapolis Directories, unless extended by a writing signed by
both parties.
III.2 Taxes
a. ITN shall bear the cost of all taxes, import and export duties, and
other governmental fees of whatever nature applicable to the Services hereunder.
b. ITN Agrees to pay, and to hold AAS harmless from and against, any
penalty, interest, additional tax or other charge that may be levied or assessed
as a result of the delay or failure of ITN for any reason to pay any tax or file
any return or information required by law, rule or regulation or by this
Agreement to be paid or filed by ITN.
III.3 Independent Contractor
ITN declares and represents that ITN is engaged in an independent business
and will perform its obligations under this Agreement as an independent
contractor and not as the agent or employee of AAS; that the persons performing
Services on behalf of ITN are not agents or employees of AAS; that ITN has and
retains the right to exercise full control of and supervision over its
performance of its obligations under this Agreement and full control over the
employment, direction, compensation and discharge of all employees assisting in
the performance of such
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obligations; that ITN will be solely responsible for all matters relating to
payment of such employees, including compliance with Workers' Compensation,
unemployment, disability insurance, Social Security, withholding and all other
federal, state and local laws, rules and regulations governing such matters; and
that ITN will be responsible for its acts and those of its agents, employees and
contractors during the performance of its obligations under this Agreement.
III.4 Indemnification
Each party ("Indemnifying Party") shall indemnify the other party and its
Affiliates, and its and their respective officers, directors, agents and
employees, and each of them from and against any loss, cost, damage, claim,
expense (including independent attorney's fees) or liability, including, but not
limited to, liability as a result of injury to or death of any person or damage
to or loss or destruction of any property arising out of or resulting from or in
connection with the performance of this Agreement and caused by the acts or
omissions of the Indemnifying Party or a contractor or an agent of the
Indemnifying Party or an employee of any one of them, in any way arising out of
the performance by any one of them of this Agreement, except to the extent that
such loss, cost, damage, claim, expense or liability arises from the negligence
or willful misconduct of the non-Indemnifying Party or its employees. As used in
the preceding sentence, the words "any person" shall include, but shall not be
limited to, a contractor or an agent of either party, and an employee of either
party, or any such contractor or agent and the word "any property" shall
include, but shall not be limited to, property of either party or any such
contractor or agent or an employee of any of them. Upon request of the
non-Indemnifying Party, the Indemnifying Party , at no cost or expense to the
non-Indemnifying Party , defend any suit or other legal proceeding asserting a
claim for any loss, damage or liability specified above, and the Indemnifying
Party shall pay any costs and independent attorney's fees that may be incurred
by the non-Indemnifying Party in connection with any such claim or suit or in
enforcing the indemnity granted above, provided, however, that the Indemnifying
Party shall also keep the non-Indemnifying Party fully informed as to the
progress of opportunity to participate on an equal basis with the Indemnifying
Party in any such defense.
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III.5 Insurance
Each party shall maintain in full force and effect general liability
insurance, endorsed to specifically cover its indemnity obligations hereunder,
in amounts acceptable to the other party, plus, if applicable, Workers'
Compensation Insurance covering Vendor's full liability under the Workers'
Compensation laws applicable to work being performed under this Agreement. Such
insurance shall remain in full force and effect as long as AAS may have any
potential liability with respect to this Agreement.
At a party's request, the other party shall provide the requesting party
with proof of compliance with the insurance provisions of this section
(including copies of all polices and endorsements, if required by AAS).
III.6 Access
a. AAS shall permit ITN reasonable access to the equipment sites used in
connection with providing Audiotex under this Agreement where the equipment
resides on AAS premises.
b. The employees and agents of ITN while on the premises of the equipment
shall comply with all site rules and regulations, including, where required by
government regulations, submission of satisfactory clearance from the US
Department of Defense and other governmental authorities concerned.
c. Release Void
AAS shall not require wavers or releases of any personal rights from
representatives of ITN in connection with visits to its premises.
III.7 Information
No Information obtained by a party ("Requesting Party") from the other
party ("Non-Requesting Party") under this Agreement or in contemplation of this
Agreement shall become the Requesting Party's property. All copies of such
Information in written, graphic or other tangible form shall be returned to the
Non-Requesting Party upon request. Unless such
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Information was previously known to the Requesting Party free of any obligation
to keep it confidential or until such Information is subsequently made public by
the Non-Requesting Party or a third party, the Requesting Party shall keep it
confidential, shall use it only in performing under this Agreement, shall not
reproduce, copy or disclose it to others and may use it for other purposes only
upon such terms as may be agreed upon in writing. The Non-Requesting Party shall
have the right to review and approve the procedures for handling such
Information and may make such inspections as the Non-Requesting Party deems
necessary to assure that such Information s being property protected.
III.8 Assignment
a. Except as otherwise expressly provided in this Agreement and except as
to corporate Affiliates, neither party shall assign its rights or delegate its
duties under this Agreement without prior written consent of the other party,
which consent shall not be unreasonably withheld; provided, however, that either
party may, at any time and without the other's prior written consent, assign its
rights and delegate its duties either in whole or in part under this Agreement
to (a) any present or future Affiliate of the assigning party, or (b) to any
other company if such assignment to such other company will, in the assigning
party's opinion, assist in the implementation of any law or ruling issued in any
form whatsoever by a judicial or other government authority. The assigning party
shall give the other party written notice of any such assignment. In the event
of such assignment, the assigning party shall be released and discharged, to the
extent of such assignment, from all further obligations under this Agreement.
Any attempted assignment or delegation in contravention of this sub-article (a)
shall be void and of no effect.
b. Subject to the provisions of sub-article (a) above, this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns, if any, of the parties to this Agreement.
III.9 Notices
Except as otherwise specified in this Agreement, all notices or other
communications
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hereunder shall be deemed to have been duly given when made in writing and
delivered in person, sent by telefax with confirmation of receipt indicated or
deposited in any form of United States mail having a return receipt, postage
prepaid, return receipt requested or delivered prepaid to an express messenger
service where delivery can be traced and verified (such as, but not limited to,
Airborne Express, DHL Worldwide Express, Federal Express, etc.) and addressed as
follows:
TO ITN: TO AAS:
------- -------
IT NETWORK, INC AMERITECH ADVERTISING SERVICES
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ATTN: DIRECTOR OF BRAND MARKETING
The address to which notices or communications may be given to ether party may
be changed by written notice given by such party to the other pursuant to this
article.
III.10 Publicity
Each party shall submit to the other party all advertising, sales
promotion and other publicity relating to the subject matter of this Agreement
in which the other party's name or names are mentioned or language, signs,
markings or symbols are used. Neither party shall use or publish or such
advertising, sales promotion or publicity matter without the other party's prior
written approval
III.11 Compliance With Laws
Each party shall comply with all applicable federal, state and local laws,
regulations and codes, including but not limited to, the procurement of permits,
certificates and licenses when needed, in the performance of this Agreement.
Each party shall indemnify and hold the other party harmless against any loss,
damage or liability that may be sustained by reason of the indemnifying party's
failure to comply with such federal, state and local laws, regulations and
codes.
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III.12 No Third Party Beneficiaries
Except as otherwise provided in this Agreement, the provisions of this
Agreement are for the benefit of the parties to this Agreement and not for any
other person.
III.13 Waivers of Default
Waiver by either party of any default by the other party shall not be
deemed a waiver by the non-defaulting party of any other default.
III.14 Amendments
No provisions of this Agreement shall be deemed waived, amended or
modified by either party, unless such waiver, amendment or modification is in
writing and signed by both parties.
III.15 Non-Discrimination
Attachment A is attached hereto, made a part of this Agreement and incorporated
by reference in this Agreement. As used in Attachment A, "Contractor" shall mean
ITN.
III.16 Headings
The article, section and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
III.17 Governing Law
This Agreement shall be governed by the substantive laws of the State of
Michigan. Any dispute under this Agreement shall be submitted to arbitration
under the rules of the American Arbitration Association in Troy, Michigan.
III.18 Remedies Cumulative
Any right of termination or other remedies prescribed in this Agreement
are cumulative and are not intended to be exclusive of any other remedies to
which the injured party may be entitled at law or in equity (including, but not
limited to, the remedies of specific performance and cover) in case of any
breach or threatened breach by the other party of any provision of this
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Agreement, unless such other remedies which are prescribed in this Agreement are
specifically limited or excluded by this Agreement. The use of one or more
available remedies shall not bar the use of any other remedy for the purpose of
enforcing the provisions of this Agreement; provided, however, that a party
shall not be entitled to retain the benefit of inconsistent remedies.
III.19 Severability
If any of the provisions of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but rather the entire Agreement shall
be construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of the parties shall be
construed and enforced accordingly.
III.20 Patents
No licenses, express or implied, under any patents or copyrights owned by
either party are granted to the other party under this Agreement.
ARTICLE IV
ENTIRE AGREEMENT
This Agreement, including all Attachments attached to or referenced in
this Agreement, and all proposals, descriptions, drawings, specifications,
marketing materials, and other literature published by either party in
connection with or in contemplation of this Agreement shall constitute the
entire agreement between ITN and AAS with respect to the subject matter.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized representatives.
IT NETWORK, INC. AMERITECH PUBLISHING, INC. doing
business as AMERITECH ADVERTISING
SERVICES
By: By:
-------------------------------- --------------------------------
Print Name: Print Name:
------------------------ ------------------------
Title: Title:
----------------------------- -----------------------------
Date Signed: Date Signed:
----------------------- -----------------------
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Attachment A
NON-DISCRIMINATION PROVISIONS
During the performance of this Agreement, Supplier agrees to comply with
the following provisions, to the full extent that this Agreement is subject
thereto: Executive Order ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, Executive Order
No. 12138, Section 503 of the Rehabilitation Act of 1973, the Vietnam-Era
Veteran's Readjustment Assistance Act of 1974, the Illinois Human Rights Act,
the Indiana Civil Rights Law, the Michigan Civil Rights Act, the Ohio Fair
Employment Practice Law, the Wisconsin Fair Employment Act, the rules,
regulations and relevant orders of the agencies enforcing said Orders and
Statutes or charged with administering affirmative action/non-discrimination
requirements applicable to government contractors or subcontractors, and any
other applicable Federal, State, or local law imposing obligations on government
contractors or subcontractors.
Monetary amounts, contractual or purchasing relationships, and/or the
number of Supplier's employees, determine which provisions are applicable.
CLAUSES REQUIRED BY FEDERAL LAW
The following clauses are deemed part of this Agreement in accordance with
the table set forth below.
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ANNUAL CONTRACT
VALUE CLAUSES
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1 2 3 4 5 6
--------------------------------------------------------------------------------
Less than $2,500 x(a) x(a) x(b)
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$2,500 or More x(a) x(a) x(b) x
--------------------------------------------------------------------------------
$10,000 or More x x x(b) x x
--------------------------------------------------------------------------------
$50,000 or More x x x(c) x(b) x x
--------------------------------------------------------------------------------
(a) Applies only to depositories of government funds or financial institutions
issuing U.S. savings bonds and notes.
(b) Applies only to depositories of government funds or financial institutions
issuing U.S. savings bonds and notes and which have 50 or more employees and are
prime contractors or first-tier subcontractors.
(c) Applies only to businesses having 50 or more employees.
(d) Applies only to businesses having 50 or more employees and which are prime
contractors or first-tier subcontractors.
Clause 1: Equal Employment Opportunity
The Equal Employment Opportunity Clause set forth in Part 202 of Executive
Order 11246 and reiterated at 41 C.F.R. Part 60-1.4(a), is hereby incorporated
by reference pursuant to 41 C.F.R. Part 60-1.4(d).
Clause 2: Certification of Non-segregated Facilities
The Supplier certifies that it does not and will not maintain any
facilities it provides for its employees in a segregated manner, or permit its
employees to perform their services at any location under its control, where
segregated facilities are maintained; and that it will obtain a similar
certification, prior to the award of any nonexempt subcontract.
Clause 3: Certification of Affirmative Action Programs
The Supplier affirms that it has developed and is maintaining Affirmative
Action Plans as required by Parts 60-2, 60-250, and 60-741 of Title 41 of the
Code of Federal Regulations.
Clause 4: Certification of filing of Employers Information Reports
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The Supplier agrees to file annually on or before the 31st day of March
complete and accurate reports of Standard Form 100 (EEO-a) or such forms as may
be promulgated in its place.
Clause 5: Employment of Veterans
The Affirmative Action For Disabled Veterans and Veterans of the Vietnam
Era Clause, set forth in 41 C.F.R Part 60-250.4 is hereby incorporated by
reference pursuant to 41 C.F.R. Part 60-250.22.
Clause 6: Employment of the Handicapped
The Affirmative Action Clause For Handicapped Workers set forth at 41
C.F.R. Part 60-741.4 is hereby incorporated by reference pursuant to 41 C.F.R.
Part 60-741.22.
ADDITIONAL FEDERAL CLAUSES
If this Agreement offers further subcontracting opportunities, the
following clause is hereby made a material term of this Agreement:
Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns (Feb. 1990)
(a) It is the policy of the United States that small business concerns and
small business concerns owned and controlled by socially and economically
disadvantaged individuals shall have the maximum practicable opportunity to
participate in performing contracts let by and Federal agency, including
contracts and subcontracts for subsystems, assemblies, components, and related
services for major systems. It is further the policy of the United States that
its prime contractors establish procedures to ensure the timely payment of
amounts due pursuant to the terms of their subcontracts with small business
concerns and small business concerns owned and controlled by socially and
economically disadvantaged individuals.
(b) Supplier hereby agrees to carry out this policy in the awarding of
subcontracts to the fullest extent consistent with efficient contract
performance. Supplier further agrees to cooperate in any studies or surveys as
may be conducted by the United States Small Business Administration or the
awarding agency of the United States as may be necessary to determine the extent
of Supplier's compliance with this clause.
(c) As used in this contract, the term "small business concern" shall mean
a small business as defined pursuant to section 3 of the Small Business Act and
relevant regulations promulgated pursuant thereto. The term "small business
concern owned and controlled by socially and economically disadvantaged
individuals" shall mean a small business concern -
(1) Which is at least 51 percent unconditionally owned by one or more
socially and economically disadvantaged individuals; or, in the case of any
publicly owned business, at least 51 per centum of the stock of which is
unconditionally owned by one of more socially and economically disadvantaged
individuals; and
(2) Whose management and daily business operations are controlled by one
or more of such individuals. This term also means a small business concern that
is at least 51 per cent unconditionally owned by an economically disadvantaged
Indian tribe or Native Hawaiian Organization, or a publicly owned business
having at least 51 percent of its stock unconditionally owned by one of these
entities which has its management and daily business controlled by members or an
economically disadvantaged Indian tribe or a Native Hawaiian Organization, and
which meets the requirements of 13 C.F.R. part 124. The Supplier shall presume
that socially and economically disadvantaged individuals include Black
Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans,
Subcontinent Asian Americans, and other minorities, or any other individual
found to be disadvantaged by the Administration pursuant to section 8(a) of the
Small Business Act. The Supplier shall presume that socially and economically
disadvantaged entities also include Indian Tribes and Native Hawaiian
Organizations.
(d) Suppliers acting in good faith may rely on written representations by
their subcontractors regarding their status as either a small business concern
or a small business concern owned and controlled by socially and economically
disadvantaged individuals.
[end of clause]
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If the value of the goods or services to be provided by Supplier under
this Agreement is $500,000 or more, Supplier further agrees that it shall adopt
a Small Business and Small Disadvantaged Business Subcontracting Plan as
described in the clause set forth at Part 1, Section 52.219-9 of Title 48 of the
Code of Federal Regulations.
STATE CLAUSES
If this Agreement relates to services to be performed for the state of
Illinois, its political subdivisions, or any municipal corporation within
Illinois, the Equal Employment Opportunity clause set forth at 44 Ill. Adm. Code
Part 750, Appendix A shall be deemed incorporated herein by reference pursuant
to the language thereof.
If this Agreement relates to services to be performed for the state of
Michigan or its political subdivisions, the value of the contract is at least
$5000, and Supplier has at least three (3) employees, the Non-discrimination
Clause for All State Contractors adopted by the State Administrative Board on
January 17, 1967, as amended, shall be deemed incorporated herein by reference
pursuant to the language thereof.
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Attachment B
1997 DIRECTORY MANUFACTURING COSTS
--------------------------------------------------------------------------------------------------------------
CIRCULATION Page ORDER DUE
STATE DIRECTORY IN ISSUE COST PER Count DATE/FINAL
THOUSANDS* MONTH THOUSAND COLOR Due Date ART**
===================================================================================================================
1 I ▇▇▇▇▇▇▇▇ 77,152 3 3.04 2 10/12/97 11/12/97
-------------------------------------------------------------------------------------------------------------------
2 I EVANSVILLE 237,433 3 2.4 2 10/21/97 11/21/97
-------------------------------------------------------------------------------------------------------------------
3 I EVANSVILLE MIDI 25,948 3 5.28 2 10/21/97 11/21/97
-------------------------------------------------------------------------------------------------------------------
4 I INDIANAPOLIS 1,030,700 10 2.38 4 6/17/97 7/17/97***
-------------------------------------------------------------------------------------------------------------------
5 I MUNCIE 103,915 3 3.04 2 10/21/97 11/12/97
-------------------------------------------------------------------------------------------------------------------
6 I SOUTH BEND 238,400 3 2.57 4 11/10/97 12/10/97
-------------------------------------------------------------------------------------------------------------------
7 I SOUTH BEND MIDI 103,000 3 4.02 4 11/10/97 12/10/97
-------------------------------------------------------------------------------------------------------------------
8 M ▇▇▇ ARBOR 265,000 11 2.99 2 7/25/97 8/25/97***
-------------------------------------------------------------------------------------------------------------------
9 M BATTLE CREEK AREA 100,000 11 3.76 2 8/1/97 8/29/97***
-------------------------------------------------------------------------------------------------------------------
10 M DETROIT 768,000 9 2.43 2 4/28/98 5/28/98
-------------------------------------------------------------------------------------------------------------------
11 M DOWNRIVER AREA 210,000 4 2.6 2 11/22/97 12/22/97
-------------------------------------------------------------------------------------------------------------------
12 M EAST AREA 457,000 11 2.7 2 7/14/97 8/14/97***
-------------------------------------------------------------------------------------------------------------------
13 M FLINT AREA 325,000 8 2.71 2 4/19/98 5/18/98
-------------------------------------------------------------------------------------------------------------------
14 M GRAND RAPIDS AREA 456,571 1 2.29 2 8/24/97 9/24/97
-------------------------------------------------------------------------------------------------------------------
15 M GRAND RAPIDS MIDI 55,082 1 2.89 2 8/24/97 9/24/97
-------------------------------------------------------------------------------------------------------------------
16 M GRAND TRAVERSE AREA 140,000 5 2.87 4 1/18/98 2/18/98
-------------------------------------------------------------------------------------------------------------------
17 M GRAND TRAVERSE MIDI 41,200 5 4.03 4 1/18/98 2/18/98
-------------------------------------------------------------------------------------------------------------------
18 M ▇▇▇▇▇▇▇ 125,000 8 3.14 2 4/7/98 5/7/98
-------------------------------------------------------------------------------------------------------------------
19 M KALAMAZOO 217,000 8 2.96 2 3/24/98 4/24/98
-------------------------------------------------------------------------------------------------------------------
20 M KALAMAZOO MIDI 49,775 9 3.67 2 3/24/98 4/24/98
-------------------------------------------------------------------------------------------------------------------
21 M LANSING AREA 350,000 6 2.43 2 2/19/98 3/19/98
-------------------------------------------------------------------------------------------------------------------
22 M MIDLAND 68,000 8 4.05 2 5/18/98 6/18/98
-------------------------------------------------------------------------------------------------------------------
23 M ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 61,000 1 3.77 2 9/23/97 10/23/97
-------------------------------------------------------------------------------------------------------------------
24 M NORTH OAKLAND/PONTIAC 300,000 4 2.44 2 12/6/97 1/6/98
-------------------------------------------------------------------------------------------------------------------
25 M NORTH ▇▇▇▇▇▇▇▇ 389,000 4 2.46 2 11/22/97 12/22/97
-------------------------------------------------------------------------------------------------------------------
26 M SAGINAW 245,000 6 2.7 2 2/20/98 3/20/98
-------------------------------------------------------------------------------------------------------------------
27 M WEST NORTHWEST 342,000 4 2.7 2 11/17/97 12/17/97
-------------------------------------------------------------------------------------------------------------------
28 O AKRON 450,000 12 2.65 2 7/26/98 8/25/98
-------------------------------------------------------------------------------------------------------------------
29 O CANTON 218,000 6 2.71 2 2/25/98 3/25/98
-------------------------------------------------------------------------------------------------------------------
30 O CLEVELAND 1,190,000 5 2.28 2 12/23/97 1/23/98
-------------------------------------------------------------------------------------------------------------------
31 O COLUMBUS 946,200 7 2.34 2 4/1/98 5/1/98
-------------------------------------------------------------------------------------------------------------------
32 O DAYTON 607,500 2 2.44 2 10/7/97 11/7/97
-------------------------------------------------------------------------------------------------------------------
33 O TOLEDO 460,000 10 2.62 2 7/18/97 8/15/97***
-------------------------------------------------------------------------------------------------------------------
34 O YOUNGSTOWN 343,000 3 2.87 2 11/12/97 12/12/97
-------------------------------------------------------------------------------------------------------------------
35 W FOX CITIES 210,000 9 3.11 4 5/2/98 6/2/98
-------------------------------------------------------------------------------------------------------------------
36 W GREEN BAY 208,000 12 2.98 4 06/31/98 7/31/98
-------------------------------------------------------------------------------------------------------------------
37 W MADISON 400,957 1 2.31 4 9/14/97 10/14/97
-------------------------------------------------------------------------------------------------------------------
38 W MILWAUKEE YP 955,000 8 2.48 4 4/6/98 5/6/98
-------------------------------------------------------------------------------------------------------------------
* CIRCULATION - Estimated 1997 Total Circulation-Initial and Secondary
Delivery
** ESTIMATED DUE DATES - 1998 Directory Schedule not yet released from
Manufacturing
*** DIRECTORIES TO BEGIN WITH 1997 ISSUES - all others to begin with the 1998
issues
ATTACHMENT C
ADVERTISEMENT PREPARATION AND PRODUCTION
PRINTING SPECIFICATIONS
ITN agrees to follow the Advertisement Preparation and Production Printing
Specifications as herein defined for publication in Directories of Ameritech in
accordance with Aas's standards and guidelines.
1. Art & Text Specifications
a. 1000 (or higher) dpl on Resin Coated photographic paper.
b. No paste-ups. Nothing should be affixed to the surface of the page.
c. There is a 1/16" separation required between different colors. In
defined color ads, the 1/16" color separation requirement can be
replaced with a 2 pt. black line surrounding and separating colors.
d. All palette colors and green illustration elements and text require
a minimum 3 pt. thickness, text size must be 12 pt. or larger.
e. Provide color separated resin coated paper, with two sets of camera
ready proofs.
f. CYMK only. No pantone.
g. No process color photographs.
2. RC Paper Preparation
Dot Pattern:
a. Veloxes must contain a 85 line screen using a hard round dot with
black at a 45 degree screen angle, cyan at a 75 degree screen angle,
magenta at a 105 degree screen angle, and yellow at a 90 degree
screen angle. Tonal range is 15%-85%.
Print Density:
a. A maximum overall print density of 220% is required with only one
color as a solid. Two or more secondary colors should not exceed
150% together (i.e.: directory red is 100% magenta and 50% yellow).
Any single color not intended to print solid should not exceed 70%.
Actual dot percentages will increase for black and decrease for cyan,
magenta, and yellow. GCR is used for process color.
Front of Book Local and National Yellow Pages Advertising cannot be run
with color bars. Therefore quality of color reproduction of 4-color
halftones, 4-color ads, or 4-color logos cannot be guaranteed.
Note: Resin coated paper must be supplied by ITN. Aas will not be
responsible for poor printing quality due to poor resin coated paper.
Complaints on printing quality due to poor resin coated paper will be
directed to ITN. Printing problems due to poor quality of the resin coated
paper will be documented by ITN and presented to Aas at a pre-arranged
meeting.
3. Typography
a. Fine type should be submitted as 1-color copy only and should not be
reversed out of the background.
b. Reverse type should not be smaller than 10 points and should be
reversed out of areas having a minimum of a 50% tone value of any
one color of magenta, cyan, or black 50%.
c. Maximum tint background for surprint type is 30%.
4. Production Printing
Paper, Ink:
a. Paper is 22#. Ink is cold set. The process is offset.
Dot Gain:
a. Expect midtone dot gains of 25-30% in each color; quartertone dot
gains of 0% in each color; and three quartertone dot gains of 30-40%
in each color.
Printing Tone:
a. First printing tone will be 15%.
Quality of reproduction for any materials that do not comply with these
specifications will not be guaranteed.
5. Audiotex Page Specifications
1. Section will be placed at the end of "Front of Book" and before
subject indices.
2. Design and Text Requirements for each Audiotex Page: The disclaimer
statement: "The information services on this page are created and
provided by IT Network and are not associated in any way with
Ameritech PagesPlus(R) Yellow Pages. For questions, comments, or
advertising information, call ▇-▇▇▇-▇▇▇-▇▇▇▇" will be in 8pt or
larger text.
3. ITN will provide appropriate disclaimer statements for health and
legal guides and others, as required.
4. "IT NETWORK" logo must appear prominently on each page.
5. Aas will not provide color proof of final pages for ITN's approval.
6. ITN pages design must be consistent with Aas template or the ITN
pages will not be forwarded to the printer. General ITN FOB pages
design and general content will be reviewed and approved by Aas by
the Audiotex product manger.
7. Aas retains the right to change the type of medium for printing with
60 days notice to ITN.
8. Audiotex Title and Cover Pages: Title page will be prepared by ITN
and is included in the page count limitation. It will separate
Audiotex from access pages and will include name of section,
instructions on section use and table of contents (in alphabetical
order).
9. IT Network FOB pages will not include any Internet or Auto Guide
content per agreed to term sheet.
ATTACHMENT D-1
Ameritech advertising services
Audiotex Only Real Estate Leases
Location Address Mo. Rent Lease Exp. Comments Mgmt. Co./Payee
====================================================================================================================================
Sterling Hts. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇. [ILLEGIBLE] 7/31/98 Sterling Manor
Traverse City ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. (Audiotex Tower) $185 6/30/97 Mth-to-Mth Northern Radio of Michigan (WHLT)
====================================================================================================================================
Evansville ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. $200 1/31/96 [ILLEGIBLE] Corp.
====================================================================================================================================
Akron ▇▇▇ ▇. ▇▇▇▇ ▇▇ $275 ▇▇/▇/▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Ltd
Cleveland ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. $656 3/31/96 ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Co.
Columbus 2900 Corporate Exchange Dr., $365 5/31/99 Eastrich ▇▇. ▇▇▇, ▇/▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇ 680 Boardman $36[ILLEGIBLE] 10/31/[ILLEGIBLE] ▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [ILLEGIBLE] 6/30/97 Commercial Horizons, Inc.
Madison [ILLEGIBLE] S. Yellowstone Dr. $292 11/30/97 Vantage Place II C/O the ▇▇▇▇ Company
Location Mgmt. Address Contact/Phone No.
===============================================================================================================
Sterling Hts. ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Traverse City ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
===============================================================================================================
Evansville ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
===============================================================================================================
Akron ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇ [ILLEGIBLE] ▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Cleveland ▇.▇. ▇▇▇ ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇, ▇▇ [ILLEGIBLE] ▇▇▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
Columbus ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇. ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 43218-[ILLEGIBLE] Winnie [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
Youngstown ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Madison [ILLEGIBLE] ▇. ▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
ATTACHMENT D-2
Ameritech advertising services
Combined Functions (Sales and Audiotex) Real Estate Leases
Location Address Lease Exp. Comments Mgmt. Co./Payee
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 6/30/00 2401 Camelot Partners
Kalamazoo 1341 [ILLEGIBLE], Ste. 7108 11/30/98 [ILLEGIBLE] Management
Lansing 1046 [ILLEGIBLE], Ste. 6 6/30/99 First Capital Lansing Prop.
Livonia ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. 6/31/99 Livonia Metro Plex
Saginaw ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇ 7/31/99 Towne Centre Investments
Traverse City 745 Garfield 6/30/98 MLD, Inc/▇▇▇▇▇▇▇▇-Tomga Co., Inc.
Troy 100 E. Big Beaver 6/30/00 APEX Mgmt., Inc.
===============================================================================================================
Indianapolis 1099 Meridian, Ste. 400 4/30/97 Mth-to-Mth REI Real Estate Svcs.
===============================================================================================================
Dayton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇ 11/30/97 Point West III Ltd. Partnership
Toledo ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. 10/31/99 Blue Cross/Blue Shield of Ohio
===============================================================================================================
Brookfield 200 S. Executive Dr. 4/30/98 The [ILLEGIBLE] Funds
Location Mgmt. Address Contact/Phone No.
======================================================================================================================
Grand Rapids ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
Kalamazoo ▇▇▇▇ ▇. [▇▇▇▇▇▇▇▇▇], ▇▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Lansing ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇. ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Don [ILLEGIBLE] (517) [ILLEGIBLE] -4340
Livonia ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ [ILLEGIBLE] 425-6854
Saginaw ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Traverse City ▇▇▇ ▇. ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
Troy ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇, ▇▇ [ILLEGIBLE] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
======================================================================================================================
Indianapolis ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
======================================================================================================================
Dayton Eleven ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
Toledo ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ [ILLEGIBLE] ▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
======================================================================================================================
Brookfield 200 Executive Dr. ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ [ILLEGIBLE] (▇▇▇) ▇▇▇-▇▇▇▇
ATTACHMENT E
AUDIOTEX EQUIPMENT INFORMATION AND CONFIGURATIONS
====================================================================================================================================
QUANTITY DESCRIPTION LOCATIONS
====================================================================================================================================
26 Custom Voiceprint Systems Akron Livonia
-24-48 ports per node ▇▇▇ Arbor/▇▇▇▇ ▇▇▇▇▇▇▇
-486 mhz cpu NW/Birmingham/▇▇▇▇ Milwaukee
-16mb RAM Claw/BTB/Troy Pontiac/Troy
-Floppy disk drive Cleveland Saginaw
-Color monitor Columbus South Bend
-19.2 trailblazer modem Dayton Sterling Heights
-4 port serial card Downriver/▇▇▇▇ ▇▇▇▇▇▇
-Keyboard Evansville Traverse City
-High performance BUS design Flint/Troy WnW/Troy
-Ind. mounting cabinets Grand Rapids Youngstown
-2.2Gb DAT tape drive Green Bay
-2.4Gb SCSI drive Indianapolis
-Uninterruptible power supply Kalamazoo
-Voiceprint software Lansing
====================================================================================================================================
2 Risc 6000's Both in Wichita
====================================================================================================================================
21 Digital Satellites Akron Grand Rapids Lansing Sterling Heights Troy/Nwd2
-1.2 meter satellite dish Brookfield Green Bay Livonia Traverse City Youngstown
-digital receiver license Cleveland Indianapolis Moraine/Dayton Toledo 3 not installed
-LNB and 2400 baud modem Columbus Kalamazoo Saginaw ▇▇▇▇/Claw1
====================================================================================================================================
AUDIOTEX SYSTEM AND SATELLITE EQUIPMENT INFORMATION
--------------------------------------------------------------------------------
NUM LOCATION STATE SYSTEM ASSET SATELLITE ABR#
--------------------------------------------------------------------------------
1 South Bend IN Yes 2035 No N/A
2 ▇▇▇▇/Claw1/SH MI Yes 3196 Yes 4477
3 Troy/Down1 MI Yes 3287 No N/A
4 Indianapolis IN Yes 1222 Yes 12689
5 Green Bay WI Yes 1995 Yes 5011
6 Traverse City MI Yes 3284 Yes 10120
7 Akron OH Yes 3283 Yes 12650
8 Moraine/Dayton OH Yes 1997 Yes 7352
9 Evansville IN Yes 3280 No N/A
10 Cleveland OH Yes 2032 Yes 12658
11 Brookfield WI Yes 2033 Yes 12683
12 ▇▇▇▇▇▇▇ Heights MI Yes 2017 Yes 12633
13 Youngstown OH Yes 3285 Yes 12653
14 Kalamazoo MI Yes 1994 Yes 12641
15 Columbus OH Yes 2031 Yes 12638
16 Livonia MI Yes 1993 Yes 12665
17 Lansing MI Yes 1212 Yes 12669
18 Saginaw MI Yes 3282 Yes 12659
19 Toledo OH Yes 3279 Yes 12706
20 Troy/Ann1 MI Yes 3228 No N/A
21 Troy/Flint1 MI Yes 3286 No N/A
22 Troy/Nwd2/Troy MI Yes 3281 Yes 12656
23 Troy/Pont1 MI Yes 3229 No N/A
24 Troy/West1 MI Yes ▇▇▇▇ ▇▇ ▇/▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Yes 2018 Yes 12644
26 Madison WI Yes ▇▇▇▇ ▇▇ ▇/▇
▇▇ ▇▇▇▇▇▇▇ ▇▇ Risc 6000 2007 No N/A
28 Wichita KS Risc 6000 4257 No N/A
ATTACHMENT F
Ameritech advertising services
Audiotex Telephone Line Information
LOCATION ADDRESS MONTHLY COST* SERVICE ACCOUNT SUMMARY
====================================================================================================================================
▇▇▇ Arbor 2360 Green $ 384 (2) T-1 [ILLEGIBLE], (32) DID Trunks
Birmingham 30150 Telegraph $ 1,298 (2) T-1 [ILLEGIBLE], (40) DID Trunks, (2) [ILLEGIBLE]
lines - (local presence required for billing)
Flint G-5097 [ILLEGIBLE] $ 636 (1) T-1 [ILLEGIBLE], (24) DID Trunks, (1) [ILLEGIBLE]
- (local presence required for billing)
Grand Rapids ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇.▇. $ 2,998 (47) Centrex, (4) MB lines, (8) FX lines from Holland to
Grand Rapids, (8) FK from Grand Haven to Grand
Rapids
Kalamazoo 4041 S. [ILLEGIBLE] Ste. 1108 $ 2,870 (43) Centrex, (5) MB lines, (16) FX lines from Battle
Creek to Kalamazoo
Lansing 1048 [ILLEGIBLE] $ 3,030 (49) Centrex, (4) MB lines, (16) FX lines from ▇▇▇▇▇▇▇ to
Lansing
Livonia 14155 Farmington $12,768 (1) T-1, (16) DID Trunks, (42) Centrex, (4) MB lines,
(32) FX lines from Detroit to Livonia - (local
presence required for billing)
Pontiac ▇▇ ▇. ▇▇▇▇▇ $ 961 (2) T-1 [ILLEGIBLE], (32) DIO Trunks, (1) Centrex -
(local presence required for billing)
Saginaw [ILLEGIBLE] Towne Centre, Ste 300 $ 796 (27) Centrex, (4) RCF lines from Midland to Saginaw
Sterling Hts. [ILLEGIBLE] ▇▇▇ ▇▇▇▇ Ave., Ste 104A $ 129 (1) Centrex, (4) MB lines
Traverse City ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. $ 570 (28) Centrex
▇▇▇▇ ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇ $ 7,696 (9) T-1 [ILLEGIBLE], (6) MB lines, (1) RCF line from
Monroe to Troy
Wyandotle 140 Elm $ 684 (1) T-1 [ILLEGIBLE], (57) DID Trunks, (1) Centrex -
(local presence required for billing)
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Evansville ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. $ 7,007 (26) Centrex - RCF to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ $ 7,700 (102) Centrex, (18) RCF lines from ▇▇▇▇▇▇▇▇ to
Indianapolis, (12) RCF lines from [ILLEGIBLE] to
Indianapolis
South Bend 1401 Prarie $ 1,646 (1) Local Loop [ILLEGIBLE], (40) Centrex
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Akron ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇ $ 1,634 (27) Centrex, ([ILLEGIBLE]) FX lines from [ILLEGIBLE] to
Akron
Cleveland ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇., 827 $ 2,382 (108) Centrex
Columbus ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇ $ 1,926 ([ILLEGIBLE]) Centrex
Dayton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ $ 1,201 (44) Centrex
Toledo [ILLEGIBLE] Executive Parkway, Ste 304 $ 700 (27) Centrex
Youngstown ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇ $ 727 (28) Centrex
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ $ 4,370 ([ILLEGIBLE]) Centrex, (24) FX lines from Appleton to
Green Bay
Milwaukee-
Brookfield ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇ $ 1,361 ([ILLEGIBLE]) Centrex, (7) [ILLEGIBLE] lines
Madison ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇ $ 1,608 (1) Local Loop Circuit, (27) Centrex
* Includes recurring monthly charges plus useage.