Exhibit 10.21
[WORLDCOM(SM) LOGO]
WORLDCOM DATA SERVICES
(REVENUE PLAN)
This Application for Data Services (the "Agreement") is made by NETCO
COMMUNICATIONS CORPORATION, ("Customer"), a Minnesota corporation with its
principal office at 333 N. Washington Avenue, Minneapolis, MN 55401,
("Customer"), and WORLDCOM, INC., a Georgia corporation ("WorldCom"), for
service described below.
1. SERVICES: Interexchange telecommunications service (the "Private Line
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Service") and frame relay service (the "Frame Relay Service") and ATM Service
(the "WorldCom ATM Service") shall be provided by WorldCom pursuant to the
applicable tariffs of WorldCom Network Services, Inc., a wholly-owned subsidiary
of WorldCom, (the "Tariffs"). The Tariffs provide terms and conditions of the
Service which include, but are not limited to, taxes, credit approval
procedures, Customer credits, termination liability, and limitations with
respect to the assignment of the Service. The Tariffs may be modified from time
to time by WorldCom in accordance with law and thereby affect the Service
furnished to Customer. For purposes of this Agreement, Private Line Service
Frame Relay Service and ATM Service shall be collectively referred to as the
"Service".
The ATM Service may include the following: (i) equipment necessary to support
the ATM Service including equipment located on Customer's premises and equipment
located on WorldCom's premises, (ii) local access facilities, (iii) a Network
Node (as described below) for each location requiring connectivity to the
WorldCom network, and (iv) maintenance of the equipment and services provided by
WorldCom. A "Network Node" includes a port connection, i.e., access to the
WorldCom network, and the permanent virtual circuits assigned to said port. ATM
Service configurations for each Network Node shall be described on WorldCom's
Service Orders in effect when the Service is ordered. Charges for ATM Service
shall be established by relevant Service Orders.
2. TERMS AND CONDITIONS: The parties agree that the terms and conditions of
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this Agreement shall supplement, or to the extent they are inconsistent with the
Tariffs, supersede the terms and conditions of the Tariffs.
3. MINIMUM MONTHLY COMMITMENT: Commencing as of the Commitment Commencing Date
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set forth below and continuing through the Commitment Ending Date below,
Customer agrees to maintain each month: (i) the aggregate base rate charges
for Domestic Private Line Service (before the application of discounts) and/or
(ii) the aggregate base rate charges for Domestic Frame Relay Services (before
the application of discounts) and (iii) the aggregate base rate charges for
Domestic ATM Services (before the
application of discounts) (collectively the "Aggregate Base Rate Charges") as
follows:
Minimum Monthly Commitment: $250,000.00
(Based on the Customer's monthly Qualifying Charges for Service before the
application of discounts)
4. REVENUE PLAN SERVICE TERM/COMMENCEMENT/COMMITMENT:
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Customer Commitment Period: Thirty-Six (36) Month(s)
Commencement Date: For the purposes of this Agreement, the "Commencement
Date" will be the next billing cycle following the date this Agreement has been
fully executed by both parties and Customer has received a satisfactory credit
review and approval from WorldCom's Credit Department, and all security
documentation, if any, required by WorldCom has been properly executed and
delivered to WorldCom (collectively, the "Credit Review").
Commitment Commencement Date: is to be nine (9) months following the
Commencement Date above
Commitment Ending Date: is to be thirty-six (36) months following the
Commitment Commencement Date above
Page 1 of 5
Terms and conditions contained herein will be offered for fifteen (15) days from
May 28, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., 515 East Amite,
Suite 400, Jackson, MS 39201
5. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set forth
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in Section 4 above and continuing through the Commitment Ending Date, WorldCom
agrees to aggregate: (i) monthly Qualifying Charges for Private Line Service
(before the application of discounts), and (ii) monthly recurring Network Node
charges for Frame Relay Service (before the application of discounts) and (iii)
monthly recurring Network Node charges for ATM Service (before the application
of discounts) in determining Customer's monthly revenue level and corresponding
discount for Private Line Service, Domestic Frame Relay Service and Domestic ATM
Service.
6. PROPRIETARY INFORMATION:
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(a) Confidential Information: The parties understand and agree that the
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terms and conditions of this Agreement, all documents referenced and invoices to
Customer for Service provided hereunder, communications between the parties
regarding this Agreement or the Service to be provided hereunder (including
price quotes to Customer for any Service proposed to be provided or actually
provided hereunder), as well as such information relevant to any other agreement
between the parties (collectively "Confidential Information"), are confidential
as between Customer and WorldCom.
(b) Limited Disclosure: A party shall not disclose Confidential Information
unless subject to discovery or disclosure pursuant to legal process, or to any
party other than the directors, officers, and employees of a party or a party's
agents including their respective brokers, lenders, insurance carriers or bona
fide prospective purchasers who have specifically agreed in writing to
nondisclosure of the terms and conditions hereof. Any disclosure hereof required
by legal process shall only be made after providing the non-disclosing party
with notice thereof in order to permit the non-disclosing party to seek an
appropriate protective order or exemption. Violation by a party or its agents of
the foregoing provisions shall entitle the non-disclosing party, at its option,
to obtain injunctive relief without a showing of irreparable harm or injury and
without bond.
(c) Press Releases: The parties further agree that any press release,
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advertisement or publication generated by a party regarding this Agreement, the
Service provided hereunder or in which a party desires to mention the name of
the other party or the other party's parent or affiliated company(ies), will be
submitted to the non-publishing party for its written approval prior to
publication.
(d) Survival of Confidentiality: The provisions of this Section 6 will be
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effective as of the date of this Agreement and remain in full force and effect
for a period which will be the longer of (i) one (1) year following the date of
this Agreement,
or (ii) one (1) year from the termination of all Service hereunder.
7. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized representative
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of Customer] hereby authorizes WorldCom, if requested by Customer, to provision
Customer's Local Access. This LOA supersedes all previous LOAs and shall remain
in effect until canceled by Customer in writing.
8. PRICING: (a) Rates and discounts for domestic Private Line Service and
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domestic Frame Relay Service during the Service Commitment Period are as
described below.
(b) Rates and discounts for International Frame Relay Service shall be as
described below.
(c) Rates and discounts for International Private Line Service shall be as
described in the applicable tariffs.
(d) Rates for ATM shall be as described below.
A. WORLDCOM PRIVATE LINE - DS-1 PRICE SCHEDULE
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(based on thirty-six (36) month's($250,000) Total Minimum Monthly
Commitment)
MILES VGE
----- ---
1-250 .10
251-999 .0975
1000+ .095
Note: There is a $250.00 per DS-1 minimum. Pricing above is valid between
Tier A & B cities only.
B. WORLDCOM PRIVATE LINE - DS-3 PRICE SCHEDULE
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(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
Page 2 of 5
Terms and conditions contained herein will be offered for fifteen (15) days from
May 28, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., 515 East Amite,
Suite 400, Jackson, MS 39201
MILES VGE
----- ---
1-200 .059
201-500 .052
501-1000 .0505
1001+ .0495
Note: There is a $2,500.00 minimum per DS-3. Pricing above is valid between
Tier A cities only.
C. WORLDCOM FRAME RELAY NETWORK NODE BASE RATES (Domestic U.S. Only)
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Monthly Recurring
Port Speed (Kbps) Network Node Base Rates
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56/64 $ 192.60
128 $ 360.00
256 $ 424.80
384 $ 626.40
512 $ 792.00
768 $1,015.20
1024 $1,267.20
1536 $1,598.40
WORLDCOM FRAME RELAY CIR BASE RATES (Domestic U.S. Only)
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Monthly Recurring
CIR (Kbps) CIR Base Rates
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16 $16.30
32 $31.80
48 $46.10
64 $53.00
Greater than 64 $53.00 for the first 64Kbps plus
$13.25 for every additional
16Kbps increment
WORLDCOM DOMESTIC FRAME RELAY DISCOUNTS
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(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
Monthly Volume Discount
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$250,000 29%
D. WORLDCOM INTERNATIONAL FRAME RELAY DISCOUNTS
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(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
Monthly Volume Discount
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$250,000 30%
Note: Rates for International Frame Relay will be as set forth in Exhibit 1,
attached hereto and incorporated herein as reference.
E. WORLDCOM INTERNATIONAL PRIVATE LINE DISCOUNTS
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(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
Monthly Volume Discount
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Page 3 of 5
Terms and conditions contained herein will be offered for fifteen (15) days from
May 28, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., 515 East Amite,
Suite 400, Jackson, MS 39201
$250,000 21%
Note: Rates for International Private Line Service shall be as described in
the applicable tariffs.
F. WORLDCOM DOMESTIC NNI RATES AND DISCOUNTS
-----------------------------------------
(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
Monthly Volume Discount
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$250,000 29%
Note: Base pricing per DS-1 private port is $1,093.50.
G. WORLDCOM DOMESTIC ATM RATES AND DISCOUNTS
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(based on thirty-six (36) month(s), $250,000/Total Minimum Monthly
Commitment)
DS-3 port - $8,000.00
Per Meg VBR (Variable Bit Rate)
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1-8 $550.00
9-19 $250.00
20-29 $150.00
30+ $100.00
Monthly Volume Discount
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$250,000 40%
9. WAIVER OF DOMESTIC PRIVATE LINE INSTALLATION CHARGES:
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Commencing with the Commencement Date and continuing through the Commitment
Ending Date, WorldCom agrees to waive WorldCom domestic installation charges and
LEC installation charges (collectively "Installation Waivers" in an amount not
to exceed three (3) times the Monthly Recurring IXC charges for domestic Private
Line Service ordered following the Commencement Date (the "New Service"). In the
event that Customer terminates this Agreement prior to the Commitment Ending
Date, WorldCom may debit Customer's account in the amount of such Installation
Waivers.
10. WAIVER OF DOMESTIC FRAME RELAY INSTALLATION CHARGES:
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Commencing with the Commencement Date and continuing through the Commitment
Ending Date, WorldCom agrees to waive WorldCom domestic installation charges and
LEC installation charges (collectively "Installation Waivers") in an amount not
to exceed three (3) times the Monthly Recurring Network Node and PVC charges for
domestic Frame Relay Service ordered following the Commencement Date (the "New
Service"). In the event that Customer terminates this Agreement prior to the
Commitment Ending
Date, WorldCom may debit Customer's account in the amount of such Installation
Waivers.
11. WAIVER OF INTERNATIONAL PRIVATE LINE INSTALLATION CHARGES:
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Commencing with the Commencement Date and continuing through the Commitment
Ending Date, WorldCom agrees to waive WorldCom U.S. 1/2 Channel installation
charges only (collectively "Installation Waivers") in an amount not to exceed
three (3) times the Monthly Recurring IXC charges for international Private Line
Service ordered following the Commencement Date (the "New Service"). In the
event that Customer terminates this Agreement prior to the Commitment Ending
Date, WorldCom may debit Customer's account in the amount of such Installation
Waivers.
12. WAIVER OF INTERNATIONAL FRAME RELAY INSTALLATION CHARGES:
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Commencing with the Commencement Date and continuing through the Commitment
Ending Date, WorldCom agrees to waive WorldCom international Frame Relay
installation charges for PORT/PVC charges and foreign LEC charges only
(collectively "Installation Waivers") in an amount not to exceed three (3) times
the Monthly Recurring Network Node and PVC charges
Page 4 of 5
Terms and conditions contained herein will be offered for fifteen (15) days from
May 28, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., 515 East Amite,
Suite 400, Jackson, MS 39201
13. for International Frame Relay Service ordered following the Commencement
Date (the "New Service"). In the event that Customer terminates this Agreement
prior to the Commitment Ending Date, WorldCom may debit Customer's account in
the amount of such Installation Waivers.
14. FACILITY NOTIFICATION/MINIMUM MONTHLY COMMITMENT REDUCTIONS:
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A. FACILITY NOTIFICATION: WorldCom will notify Customer within fifteen (15)
days of the date of Customer's placement of such order for Service (the "Order
Placement Date") in the event that facilities are not available to provide the
Customer requested Service by the requested due date. WorldCom Notification to
Customer of a WorldCom facility problem within fifteen (15) days of Order
Placement Date does not relieve Customer of Minimum Monthly Commitment.
B. MINIMUM MONTHLY COMMITMENT REDUCTIONS: In the event WorldCom is unable to
provide Customer with ordered facilities within forty-five (45) days of
Customer's placement of such order to domestic Tier A cities as noted in Section
IV 9.01 of FCC #9 Tariff or within one hundred and twenty (120) days of
Customer's placement of such order to WorldCom-owned international Frame Relay
switch facilities (the "Qualifying Facilities"), then WorldCom shall reduce
Customer's Minimum Monthly Commitment in an amount equal to the monthly
recurring charge for such Qualifying Unprovided Facilities upon Customer's prior
written notice to WorldCom of the Unprovided Facilities upon Customer's prior
written notice to WorldCom of the existence of such Qualifying Unprovided
Facilities.
ENTIRE AGREEMENT: This Agreement (including any documents incorporated herein
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by reference) constitutes the entire understanding between the parties and
supersedes any prior agreements and proposals between the parties, whether oral
or written, for Service provided hereunder.
WORLDCOM, INC. NETCO COMMUNICATIONS CORPORATION
/s/ FRANK M. GRILLO /s/ EDWARD J. DRISCOLL
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(Authorized Signature) (Authorized Signature)
FRANK M. GRILLO EDWARD J. DRISCOLL
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(Print Name) (Print Name)
7/18/92 6/5/97
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(Date Received) (Date Signed)
Page 5 of 5
Terms and conditions contained herein will be offered for fifteen (15) days from
May 28, 1997 Mail to: Sales Contract Admin., WorldCom, Inc., 515 East Amite,
Suite 400, Jackson, MS 39201