CONTRACT FOR ALASKA ACCESS SERVICES
This Agreement is entered into this 12th day of March, 2002 between Sprint
Communications Company L.P., a Delaware Limited Partnership, (hereinafter
referred to as "Sprint") and General Communication, Inc. and its wholly owned
subsidiary GCI Communication Corp., Alaska corporations (together "GCI"). This
Agreement will be effective beginning with the April 2002 usage period.
Background
1. GCI currently carries Sprint interstate measured telephone service ("MTS")
traffic to and from the State of Alaska.
2. GCI currently carries Sprint private lines to, from, and within the State
of Alaska.
3. Upon this Agreement becoming effective with the April 2002 usage period,
previous agreements between the parties for the Sprint Traffic will be
terminated and superseded by this Agreement.
Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and Sprint agree as follows:
1. DEFINITIONS
(A) Alaska Average Terminating and Originating Access Costs: Blended
per minute rates calculated by computing GCI's average interstate
terminating and originating access rates for each of the
companies listed below, and then averaging those rates weighted
by the percentage of total GCI terminating and originating access
to each company. For each company the average terminating and
originating interstate rate will be calculated using a ********
mile transport element. For the ******** year of this Agreement,
the access rates for each company shall be weighted as indicated
below to produce the final blended rates that are the Alaska
Average Terminating and Originating Access Costs, respectively.
ACS-Anchorage ********%
ACS-Northland ********%
Matanuska Telephone Assoc. ********%
GCI Comm ********%
ACS-Fairbanks ********%
ACS-Alaska ********%
AT&T Wireless Services ********%
Alaska Telephone Co. ********%
Ketchikan Public Utilities ********%
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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United Utilities Inc ********%
Mactel Cellular ********%
OTZ Coop ********%
Copper Valley Telephone ********%
Mukluk Telephone Co. ********%
AT&T Alascom ********%
Pacificom-Alasaka LLS ********%
Cordova Telephone ********%
Interior Telephone Co. ********%
Arctic Slope Telephone ********%
Rest of State-NECA ********%
Annually if the option contained in either Section 2.B.(2) or
2.B.(3) or both is elected by GCI, GCI shall update the
percentages, using ******** terminating and originating minutes,
used in calculating the Alaska Average Terminating and
Originating Access Costs based upon the percentage of GCI's total
billed terminating and originating access minutes for each Alaska
exchange company.
(B) Sprint Alaska Originated Traffic: All Sprint MTS traffic, other
than 800 and 900 traffic, which originates where GCI has
facilities in Alaska and is delivered to Sprint in Seattle for
termination outside Alaska.
(C) ********: All Sprint 800 and 900 traffic which originates in
Alaska and terminates outside of Alaska.
(D) ********: All Sprint MTS traffic which originates outside of
Alaska and terminates in Alaska.
(E) Sprint Alaska ******** Service: All Sprint private line
requirements where one or more termination points reside within
the State of Alaska.
(F) Sprint Traffic: ********, ********, and Sprint Alaska ********
Service.
(G) POP: Point of Presence.
(H) Effective ******** Rate: This rate per minute is derived by
******** the "Alaska ******** Contract Credit" from the monthly
billed amount on the ******** invoice, and ******** the ********
by the ******** minutes.
(I) Effective ******** Rate: This rate per minute is derived by
******** the "Alaska ******** Contract Credit" from the monthly
billed amount on the ******** invoice, and ******** the ********
by the ******** minutes.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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2. TRAFFIC SERVICES, CHARGES AND STANDARDS
(A) Traffic Services. Sprint will utilize the transmission services
of GCI for all Sprint Traffic and GCI will transmit Sprint
Traffic as follows:
1. Sprint Alaska Originated Traffic. GCI will receive Sprint
Alaska Originated Traffic and deliver it to Sprint in Seattle,
Washington.
2. ********. GCI will receive ******** and deliver it to Sprint
in Seattle, Washington.
3. ********. Sprint will deliver ******** to the GCI POP in
Seattle, Washington. GCI shall route all ******** received at
the POP to the appropriate destination in Alaska.
4. Sprint Alaska ******** Service. GCI shall interconnect with
Sprint at the GCI POP in Seattle, Washington. GCI shall
provide the required bandwidth to the Alaska destination and
coordinate the connection to the customer location.
5. Sprint Alaska Directory Assistance. Sprint will deliver Sprint
Alaska Directory Assistance traffic to GCI POP in Seattle,
Washington. GCI shall route Sprint Alaska Directory Assistance
traffic to the appropriate Alaska directory assistance
provider.
(B) Charges. GCI shall charge and Sprint shall pay for services
provided by GCI under this section as follows:
1. Sprint Alaska Originated Traffic. GCI and Sprint agree to work
toward a mutually satisfactory arrangement if Sprint requires
Alaska MTS origination.
2. ********. ******** (except for Sprint Alaska Originated
Traffic) shall be charged at the following rates per minute in
the appropriate periods:
Date Rate in Dollars
---- ---------------
******** ********
******** ********
******** ********
******** ********
******** ********
******** ********
There shall be no ********. ******** shall pay the ********
and all ******** charges for ********. Any query charges
associated with the routing of ********, due to FCC Docket
#86-10, will be passed on to ********.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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In accordance with FCC rules regarding per-call compensation
for coinless payphone calls (Second Order on Reconsideration
in FCC Docket #96-128), as first-switch interexchange carrier,
GCI may be obligated to pay per-call compensation for
payphone-originated, coinless calls. Where it is so obligated
by law, GCI may assess a $******** surcharge on ******** for
each compensable payphone call.
In no event will the payphone surcharge be higher than
$******** above the applicable per-call compensation for
payphone-originated coinless calls, as set by the FCC.
The surcharge shall not apply to calls for which Sprint
certifies that it or a reseller or customer of Sprint has
direct or indirect arrangements for payphone compensation with
the payphone owner or its designated agent ("PSP") and for
which Sprint provides GCI with adequate identification of
covered telephone numbers.
For calls routed to platform numbers, whether those of Sprint
or a reseller or customer of Sprint, answer supervision
received by GCI may not accurately indicate whether a
dial-around payphone call is completed to the called party and
therefore compensable to the PSP. For such platform calls, at
Sprint's option, GCI shall assess surcharges only on calls
Sprint identifies to GCI as completed to the called party.
Sprint, in a mutually agreed computer readable format, shall
provide GCI with adequate identification of such platform
telephone numbers and appropriate reporting to document
completion of those dial-around calls, for timely reporting by
GCI to the PSPs
If GCI or Sprint determines they have both paid payphone
compensation for the same calls, or that payphone compensation
has been paid for noncompensable calls, GCI and Sprint agree
to cooperate to resolve the discrepancy and process
appropriate refund requests. GCI agrees to credit Sprint for
amounts surcharged in error.
GCI and Sprint shall cooperate with each other, and agree to
make records available (subject to reasonable confidentiality
guarantees, where appropriate) to verify proper and timely
reporting, payment, and billing for payphone originated
dial-around calls and to help manage questions or disputes
raised by payphone owners or their agents. The parties
acknowledge that FCC requirements and industry practices for
per-call compensation for coinless payphone calls may change
during the term of the Agreement. Either party may reopen this
provision of the Agreement, upon thirty days written notice,
to renegotiate in light of changes in applicable FCC rules or
common industry practices thereunder.
GCI Option. If the Effective Sprint Southbound Rate becomes
less than the ******** $********, GCI may, at its option,
increase the rates contained in this subsection to a level
where the Effective Sprint Southbound Rate is ******** to the
******** $******** . GCI will provide 30 days written
notification to Sprint prior to the implementation of this
option.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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3. ********. ********shall be charged at the following rates per
minute in the appropriate period:
Date Rate in Dollars
---- ---------------
******** ********
******** ********
******** ********
******** ********
******** ********
There shall be no ********. ********shall pay the ********and
all ******** charges for the ********of ********.
GCI Option. If the Effective Sprint Northbound Rate becomes
less than the ******** $********, GCI may, at its option,
increase the rates contained in this subsection to a level
where the Effective Sprint Southbound Rate is ******** to the
******** $********. GCI will provide 30 days written
notification to Sprint prior to the implementation of this
option.
4. Sprint Alaska ******** Service. GCI shall charge Sprint it's
best available ******** term rate for the ******** requested
from all points in Alaska. Each month GCI will calculate the
total ******** Sprint Alaska ******** Service charges for all
******** requirements of ******** and below. A ********%
credit will be calculated. ******** of the credit will be
applied to the following month's ******** invoice, and
identified as, "Alaska ******** Contract Credit". This credit
amount will be used to establish an Effective Sprint
Northbound Rate. ******** of the credit will be applied to the
following month's ******** invoice, and identified as, "Alaska
******** Contract Credit". This credit amount will be used to
establish an Effective Sprint Southbound.
5. Sprint Alaska Directory Assistance. GCI shall charge $********
for each Sprint Alaska Directory Assistance call.
(C) Billing. GCI will bill Sprint for the services outlined in this
Agreement monthly, in a format acceptable to Sprint and
containing sufficient detail for Sprint to properly validate the
bill. Sprint will pay all non-disputed amounts within ******** of
the receipt of the invoice(s).
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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(D) Timing of Calls. Unless an applicable tariff otherwise provides,
the time of the message billing begins with trunk seizure in the
case of subsections B (1) and B (2) and answer in the case of B
(3) and ends with disconnect.
(E) Most Favored Customer. The overall pricing, for all combined
services, that GCI charges Sprint will be as low as any other
overall combined pricing offered to another customer for similar
services and similar volumes during the term of this Agreement.
(F) Network Performance Standards. Each party will ensure that the
industry standards pertaining to the transmission and delivery of
traffic are maintained at all times. GCI shall guarantee the
performance of ******** bps modems for facilities under its
control. Voice compression will be engineered to provide
freeze-out ratio less than ********%. GCI will provide its best
efforts to route Sprint Traffic on terrestrial facilities when
they are available. Sprint Traffic will be subject to the same
capacity constraints, satellite routing, and compression
standards as GCI, or any of GCI's other inter-exchange carrier
customers. GCI will restore Sprint Traffic within the same time
as GCI uses to restore its own traffic. Satellite transmission
will be used to provide restoral services during extended
outages.
(G) Annual Meetings and Price Adjustments. Both parties agree to meet
and review the Alaska competitive access market on an annual
basis beginning in January 2003. The meeting time and place will
be mutually agreed upon.
If a GCI ******** a ******** or ******** to Sprint for comparable
service and for all ********, it will be disclosed to GCI. If GCI
does not ******** to ******** or ******** the ********, then
Sprint may terminate its commitment in Section 2 to ******** for
******** by ********. If Sprint exercises this right, ********
described in Section 4 will be forfeited.
3. TERM
Term. All services provided in this Agreement shall be for a term of
five (5) years beginning on April 1, 2002 and ending March 31, 2007.
The term shall be automatically extended for two (2) one (1) year
periods through and including March 31, 2009 unless either party elects
to cancel the renewal by providing written notice of non-renewal at
least 180 days prior to the commencement of any renewal period.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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4. ********
********. Sprint will receive an ******** $******** to execute this
Agreement under the above terms and conditions if this Agreement is
********. The ******** will be ******** $******** in each of the first
******** years and appear as a credit on ******** invoices presented to
Sprint in ********. The ******** year ******** $******** will be paid
upon ******** of ********, and appear as a credit on Sprint's ********
invoice. The ******** installments of the ******** are ******** minutes
********. The 2001 4th Quarter ******** minutes annualized is ********
minutes. The ******** year ******** $******** will appear as a ********
on the ******** invoice if the ******** minutes for ******** are
******** minutes. The ******** year ******** $******** will appear as a
******** on the ******** invoice if the ******** minutes for ********
are ******** minutes.
5. DEFAULT AND REMEDY
(A) Events of Default. A party shall be in default upon the
occurrence of any of the following:
1. The party shall have failed to make any payment when due,
coupled with its failure to remedy nonpayment within thirty
days after receipt of written notice thereof from the other
party.
2. The party shall have failed to perform its obligations under
section 2 coupled with failure to remedy nonperformance within
thirty days after receipt of written notice thereof from the
other party.
3. The party shall not have paid, or shall have admitted in
writing its inability to pay, its debts as it matures or shall
have applied for, consented to or acquiesced in the
appointment of a trustee or receiver for any part of its
property, or shall have authorized any such action; or in the
absence of any such application, consent or acquiescence a
trustee or receiver shall have been appointed for a party or
for the substantial part of its property and shall not have
been discharged within sixty (60) day; or any bankruptcy or
insolvency law or any dissolution or liquidation proceeding
shall have been instituted by the party or, if instituted
against the party, shall not have been dismissed within a
period of sixty (60) days.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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(B) Consequences of Default and Remedies. In the event of default,
the non defaulting party shall have the right, immediately upon
written notice to the defaulting party, to terminate this
Agreement without further liability, including monetary early
termination charges, except for obligations incurred prior to the
termination date. In addition, the non defaulting party shall
have the option and may exercise the dispute resolution outlined
in Section 5 (C), below.
(C) Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. One arbitrator
shall be named by GCI and one arbitrator shall be named by
Sprint. A third arbitrator shall be named by the two arbitrators
so chosen, or if they cannot agree, the third arbitrator shall be
an expert in the field of telecommunications named by the
American Arbitration Association. Both parties shall be required
to name arbitrators within twenty (20) days after the one party
has given notice of intent to arbitrate. Awards shall be made by
the majority decision of the arbitrators provided, however, that
if a majority decision cannot be reached, the independent
arbitrator chosen by the party-designated arbitrators or the
American Arbitration Association shall decide the case.
6. MISCELLANEOUS
(A) Force majeure, Change in Law or Regulation
1. Neither party shall be liable for failure to perform hereunder
due to any contingency beyond its reasonable control,
including acts of God, fires, floods, earthquakes, volcanic
eruptions, wars, sabotage, accidents, labor disputes or
shortages, government laws, ordinances, rules and regulations
whether valid or invalid, inability to obtain material,
equipment or transportation, defective equipment and any other
similar or different contingency. The party whose performance
is prevented by any such contingency shall have the right to
omit during the period of such contingency all or any portion
of the service deliverable during such period.
2. If substantial change in law or regulation occurs materially
affecting the services, charges or other requirements and
conditions of this Agreement to the degree that one or both of
the parties are materially and adversely affected, the parties
shall negotiate amendments to the Agreement to restore the
parties to substantially the same position as if the law or
regulatory change had not occurred. In the event that this
Agreement cannot be changed to restore the parties
substantially to the status quo ante, either party may
terminate this Agreement.
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(B) Modifications, Consents, and Waivers. No failure or delay on the
part of either party in exercising any power or right hereunder
or under another document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power
preclude any other or future exercise thereof or the exercise of
any other right or power. No amendment, modification or waiver of
any provision of this Agreement or the other documents, nor
consent to any departure by the party therefrom shall be
effective only in the specific instance and for the purpose for
which given. Except as otherwise provided in any document, no
notice to or demand on a party in any case shall entitle that
party to any other or future notice or demand in similar or other
circumstances.
(C) Notices. Unless otherwise provided herein, all notices concerning
this Agreement shall be deemed given on the day telecopied with
hard copy mailed follows:
If to Sprint:
Sprint Communications Company
Attn: ********
7171 W. 95th Street
Overland Park, KS 66212
With a copy to Attn.: ********
Facsimilie:
If to GCI:
General Communication, Incorporated
2550 Denali Street, Suite 1000
Anchorage, AK 99503
Attn: General Manager
With a copy to Attn.: General Manager and Vice President,
Wholesale and Long Distance
Facsimilie: (907) 777-6292
A party may change the address, person, and facsimilie number
by written notice to the other party.
[CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS DOCUMENT WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNDREDACTED DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
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(D) Confidentiality. Neither party shall disclose to any third party
during the service term and any renewal period, or during the
three (3) year period immediately following receipt of service
under this Agreement, any of the terms and conditions set forth
in this Agreement without the prior written consent of the other
party, unless such disclosure is required to be disclosed by law
or is necessary in any legal proceeding establishing the rights
and obligations under this Agreement.
(E) Rule of Construction. All parties to this Agreement have been
represented by separate counsel, or have been afforded the
opportunity thereof, and all terms and conditions herein have
been negotiated at arms' length. Given the above and the
consideration provided within this document, the rule of strict
construction, which constues the document against the drafter, is
waived in its entirety by all parties and shall not apply.
(F) Binding Effect and Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors and assigns, except that the parties may not assign or
transfer any part of this Agreement hereunder without the other
party's prior written consent except to a parent subsidiary or
affiliate under control of the party.
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(G) Entire Agreement. This Agreement and the other documents
described herein set forth the entire Agreement between the
parties supersedes all prior communications and understandings of
any nature and may not be supplemented or altered orally. In the
event if a conflict between the provisions of this Agreement and
any of the other documents, the provisions of this Agreement
shall control
(H) Governing Law. This Agreement and other documents shall be deemed
to be contracts under the laws of the State of Kansas and for all
purposes shall be construed in accordance with and governed by
the laws of said State.
(I) Headings. Articles and section headings used in this Agreement
are for convenience only and shall not affect the construction of
this Agreement.
(J) Execution in Counterparts. This Agreement may be executed by the
parties hereto individually or in separate counterparts, each of
which shall be an original and all of which taken together
constitutes one and the same document.
This Agreement executed as of the date set forth above.
SPRINT COMMUNICATIONS COMPANY L.P.
By: /s/
Printed Name: James D. Patterson
Title: Vice President, Access Management
GCI COMMUNICATION CORPORATION
By: /s/
Printed Name: Richard Westlund
Title: V.P./G.M. Long Distance/Wholesale
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