PUBLISHING AGREEMENT
Exhibit 10.17
PUBLISHING AGREEMENT
THIS AGREEMENT is made this 28th day of June, 2000 to be effective as of the Effective Date defined below between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Telephone Company”), and GTE Directories Corporation, a Delaware corporation (the “Directory Company”).
WHEREAS, Telephone Company is purchasing several telephone exchanges from GTE Midwest Incorporated under an Asset Purchase Agreement by and between GTE Midwest Incorporated and Iowa Telecommunications Services, Inc. and Iowa Network Services, Inc. dated July 1, 1999 (“Asset Purchase Agreement”), as of the Closing date as defined in such Asset Purchase Agreement; and
WHEREAS, Directory Company desires to continue publication of telephone directories associated with the geographic areas of such exchanges under the terms and conditions of this Publishing Agreement in fulfillment of Section 9.3.1 of the Asset Purchase Agreement; and
WHEREAS, Telephone Company is obligated to publish and distribute listings of its telephone service subscribers to each service subscriber and desires, on the terms set forth herein, to have such listings combined with a yellow pages advertising directory and then distributed as either single or multi-volume directories; and
WHEREAS, Directory Company is a nationwide seller, marketer, printer, publisher and distributor of telephone directories with service subscriber listings and yellow page advertising and desires, on the terms set forth herein, to produce and distribute such directories for Telephone Company; and
WHEREAS, Directory Company and the Telephone Company for their mutual benefit desire, on the terms set forth herein, to jointly pursue, develop, maximize and share revenues from white and yellow page directory advertising effective as of the first day of the month following the Closing date referenced above (“Effective Date”).
NOW THEREFORE, for good and valuable consideration, the Telephone Company and the Directory Company for themselves, their successors and assigns, agree to the following:
| 1. | DEFINITIONS. The terms below shall be defined as follows: |
| a. | Advertiser – Any Service Subscriber whose order for Advertising is printed in a Directory. |
| b. | Advertising – Items printed in a Directory for which there is a charge other than charges by the Telephone Company for an additional listing in the alphabetical pages. |
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| c. | Advertising Revenues – Those revenues associated with Advertising sold to Telephone Company Subscribers, and billed and collected by Telephone Company. |
| d. | CLEC (Competitive Local Exchange Carrier) – A telephone service provider which competes in an area or areas with Telephone Company. |
| e. | CLEC Listings – Those listings associated with subscribers whose telephone service is provided by a CLEC. |
| f. | Courtesy Listings – Those listings which the parties agree to include in the Directory as a courtesy to the end user. |
| g. | Directory – Printed product containing alphabetical and classified listings and advertising, produced under this Agreement. |
| h. | Directory Schedule – Schedule of key dates impacting the production and distribution of Directories. |
| i. | EAS (Extended Area Service) Listings – Those listings which are required by regulation to be included in the Directory. |
| j. | Enhancements – Pages, sections, indices, inserts, advertising items, and features which may be added either to the alphabetical pages, the information pages or yellow pages sections of Directories. Expanded coverage of Directories shall also be considered an Enhancement. |
| k. | Foreign Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by a business, which obtains its local telephone service from a company other than Telephone Company. |
| l. | Initial Distribution – The distribution of Directories to Service Subscribers and others as required by regulation, when the Directory is first published. |
| m. | Listings – Service Subscriber list information consisting of name, address, telephone number, zip code and other associated information furnished by Telephone Company to Directory Company. Telephone Company shall identify any information, which Service Subscribers desire to be suppressed from the Directory. |
| n. | Local Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity, which also obtains its local telephone service from Telephone Company. |
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| o. | Multibook Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity which obtains local telephone service from Telephone Company, and purchases advertising in more than one directory provided by Telephone Company. |
| p. | National Yellow Pages Service (NYPS) Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased through the National Yellow Pages Service system, net of Certified Marketing Representative commissions. |
| q. | Pre-Agreement Enhancements – Enhancements which were published in the 1999 editions of the Directories. |
| r. | Previous Agreements – Agreements between (i) GTE Directories Corporation and GTE North Incorporated (predecessor to GTE Midwest Incorporated) dated January 1, 1991, and (ii) GTE Directories Corporation and GTE Midwest Incorporated (as successor to Contel of Iowa, Inc., which was a successor to Continental Telephone Company of Iowa) dated August 15, 1985. |
| s. | Secondary Distribution – The distribution of Directories to (i) new Service Subscribers (those previously without dial tone) starting service after Initial Distribution, (ii) existing Service Subscribers needing replacement or additional copies, (iii) coin operated telephones and booths If requested by Telephone Company, (iv) areas beyond Telephone Company’s Service Area or beyond the Directory’s primary coverage area as requested by Telephone Company, and (v) subscribers enlisted by any agents of Telephone Company or any resellers of Telephone Company services. |
| t. | Service Area – Geographic area in which Telephone Company is primary provider of local telephone service. |
| u. | Service Subscriber – A person or entity that purchases telephone service from Telephone Company. |
| v. | STFL (Special Toll Free Listings) – CLEC Listings within a local calling area as defined by regulation which do not reside in or pass through the Telephone Company service order system. |
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| 2. | SCOPE |
Telephone Company hereby grants to Directory Company the exclusive right to sell advertising into, and to compile, print and distribute telephone directories, in any format or medium, containing Listings in the telephone exchanges listed in Exhibit 2a hereto.
If Telephone Company has or acquires additional exchanges which are formerly GTE Midwest Incorporated or its affiliates’ exchanges (“GTE Exchanges”) during the life of this Agreement, the Directory Company shall have the right to receive the Listings for such GTE Exchanges to be included under this Agreement with revenues shared as as set out in Section 6 hereto. If Telephone Company has or acquires additional exchanges during the life of this Agreement which are other than GTE or its affiliates’ exchanges (“Non-GTE Exchanges”), when existing agreements for directory publishing covering those exchanges expire or are terminated in accordance with their terms or by court order or by agreement of the parties, the parties may mutually agree to add such Non-GTE Exchanges to this Agreement with revenues shared as set out in Section 6 hereto, or if the parties do not so agree, then Directory Company shall be given the opportunity by Telephone Company to bid upon the directory production opportunity provided by such acquisition, and shall be provided reasonable advance notice of such bid opportunity.
To the extent that the parties agree not to publish a Directory for a given Service Area, the Directory Company shall act as the Telephone Company’s agent in arranging for the publication of such Listings in such Service Area.
Directories produced by the Directory Company under this Agreement for a Service Subscriber’s area shall be given free of charge to such Service Subscribers for their use.
| 3. | DIRECTORY COMPANY RESPONSIBILITIES |
| a. | Printing and Publishing. The Directory Company shall be responsible for the printing and publishing of Directories. The Directory Company shall pay the expense of the ink, paper, plates, printing, glue, binding, compilation, graphics and publishing for the Directories (as compiled in their 1999 editions including any Pre-Agreement Enhancements), and for any additional such expenses incurred because of normal growth in the alphabetical and classified sections, provided that the cost of printing EAS Listings shall be paid by Telephone Company, and the cost of printing Courtesy Listings shall be split equally between the parties. Normal growth shall be defined as that growth caused by an increase in the number of listings and advertisements caused by changes in demographics of the Directory coverage area. If the parties agree that a particular Directory must be reprinted or corrected as a result of content errors or omissions, the party so causing the content error |
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| or omission will pay the total cost of reprinting and distributing the Directory or other corrective action as reasonably determined by the parties, In those instances where the party causing the error or omission cannot be determined, each party will pay fifty percent (50%) of the total cost of reprinting and distributing the Directory or other corrective action. |
| b. | Directory Schedule. Directory Company shall publish Directories generally at twelve (12) month intervals on dates agreed upon by the parties. The life of a Directory issue may be shortened or extended by mutual agreement of the parties. A Directory Schedule will be agreed upon by the Directory Company and the Telephone Company in advance of each calendar year. If the Directory Company determines that the publication date for any specific Directory will be delayed from its scheduled publication date, the Directory Company will promptly notify the Telephone Company in writing. |
| c. | Showproofs and Proof of Publication. The Directory Company shall provide showproofs of advertisements upon request of Advertisers or upon request of the Telephone Company at no charge. Proof of publication requested by Advertisers shall be the sole responsibility of the Directory Company. |
| d. | Advertising Rates. The Directory Company will establish the Advertising rates for each Directory. Rates and items of advertising producing Advertising Revenues will be subject to approval by the Telephone Company. Other rates are at the sole discretion of the Directory Company. Any new rates will be submitted to the Telephone Company prior to the beginning of the sales canvass for the particular Directory. If Telephone Company has not responded to the proposed rates within ten (10) business days, such rates shall be deemed approved. |
| e. | Sale of Advertising. The Directory Company will solicit the sale of Advertising in the Directories in accordance with its practices, and report to the Telephone Company any inaccurate listing information which is discovered during contacts with Advertisers. |
| f. | Directory Design. Directory Company will be responsible for design of Directories including but not limited to page layout, classified heading structure, type size and fonts, Directory size and format (including the sections described below), and scope of Directories. In addition, Directory Company shall be responsible for sales and production schedules, procedures, standards and practices relating to the sale of advertising and production of Directories. |
| • | Alphabetical Section – Contains Listings, CLEC Listings, EAS Listings, STFLs and Courtesy Listings. The Telephone Company may specify whether exchanges included in a Directory are to be separate or integrated with the Directory’s primary listings. |
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| • | Classified Section – Contains standard listings of businesses located within the Service Area and all paid yellow pages Advertising. |
| • | Miscellaneous Sections – Restricted to the content and features of these sections and Items as they appear in the 1999 editions of the Directories. |
| • | Filler Space – Those spaces and pages that are required to fill in otherwise empty spaces and pages resulting from layout limitations. Filler space or pages appearing in the Directory shall consist of content provided approximately one-half by Directory Company and one-half by Telephone Company, and shall be subject to change by Directory Company to ensure consistency in the look of such filler space within the Directories. Telephone Company shall provide Telephone Company specific filler to Directory Company which meets Directory Company specifications and guidelines, on or before the date specified by Directory Company. If filler is not timely provided by Telephone Company, Directory Company shall provide its filler to complete the Directory. |
Notwithstanding the foregoing, any material change in any Directory’s standard letter fonts, paper, inks or glues shall be mutually agreed upon by the parties. Each party shall pay fifty percent (50%) of the incremental or setup cost of such changes as the parties agree. The parties may agree to expand or change the coverage area of a Directory so long as such action does not adversely impact the Telephone Company’s published lists of Subscribers.
| g. | Distribution. The Directory Company will act as the Telephone Company’s exclusive agent in the Initial and Secondary Distribution of Directories under this Agreement. The Directory Company and the Telephone Company will agree on a distribution plan at least ninety (90) days prior to the scheduled delivery date of the Directories to the agreed upon destination points. The Directory Company shall ship the quantities of Directories as agreed between the parties, FOB printing plant, to the agreed upon destinations. The Directory Company will pursue, collect and retain all claims against shippers which may arise, if any. The Directory Company will ensure that the Initial Distribution of the Directories is made to Service Subscribers. Such Initial Distribution will be at least 95% completed by the Directory’s publication date. Delivery shall be considered complete when all assigned delivery routes are reported as completed. |
Upon Telephone Company’s request, the Directory Company will perform Secondary Distribution. If requested by Telephone Company, Directory Company shall obtain and manage warehouse facilities and systems for storage of Directories.
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If requested by the Telephone Company, the Directory Company will deliver Directories to coin operated telephones and booths. If so requested, the Directory Company will remove any old Directories, insert the new Directories, and dispose of the old Directories as instructed, The Telephone Company will ensure that all Directory binders and housing devices are in proper working order. If notified by the Directory Company that the Directory binders and housing devices are not in proper working order, the Telephone Company will replace the Directory during repair.
If requested by the Telephone Company, the Directory Company will distribute Directories beyond the Telephone Company’s Service Area or beyond the Directory’s primary coverage area.
The Telephone Company will pay the Directory Company’s cost incurred in completing Secondary Distribution services.
| h. | Listing Database Extracts. Directory Company shall supply Telephone Company or third party Directory publishers, upon Telephone Company’s request, a current alphabetical listing database extract for Telephone Company Service Areas as further set out in Exhibit 3h of this Agreement. |
| i. | Listings Procurement. If desired by Telephone Company, Directory Company will contact other local exchange carriers to obtain Courtesy, STFL, and CLEC Listings. The fees associated with this service are set out in Exhibit 3i hereto. |
| j. | Number of Directories. The number of Directories required for each issue will be mutually agreed each year by the parties and set out in the Directory publishing schedule. The parties’ representatives will meet, examine existing Directory quantities in storage, quantities previously distributed, and continuously monitor the adequacy of new quantities agreed upon. The resulting number will be a quantity sufficient to achieve complete Initial Distribution and necessary Secondary Distribution throughout the life of the Directory issue. This number will also be sufficient to permit Initial and Secondary Distribution for the use of customers of hotels and motels, users of privately owned telecommunications services and systems, pay stations (whether or not owned by the Telephone Company), and residential and business Service Subscribers’ telephones located within the Telephone Company’s Service Area. Additional copies printed at Telephone Company’s request shall be at its expense. |
| 4. | TELEPHONE COMPANY RESPONSIBILITIES |
| a. | Listings. Telephone Company shall timely provide to Directory Company all listings to be published in Directories, including but not limited to Listings, CLEC Listings within Telephone Company’s database, STFLs, EAS for |
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| Telephone Company and CLECs, and Courtesy Listings. Telephone Company shall transmit to Directory Company as required and as designated by Directory Company (i) Listings of its Service Subscribers, (ii) CLEC Listings residing in its database, and (iii) listings of those subscribers of any agents of Telephone Company or resellers of Telephone Company services. Listings shall be transmitted in a mutually acceptable format, in accordance with the established standards and guidelines of Directory Company, for use by Directory Company in publishing Directories and for other reasonably related purposes. |
Listings and CLEC Listings shall include:
| i. | Name |
| ii. | Service Address |
| iii. | Listing Address |
| iv. | Billing Address |
| v. | For businesses, correct primary Directory classified heading |
| vi. | Area code, telephone number and extension (if applicable) |
| vii. | Any Internet data, including but not limited to email address or Universal Resource Locator (“URL”) |
| viii. | The geographic longitude and latitude (“Geo Code”) associated with each listing, when available |
| ix. | Customer Account Number (“CAN”) |
| x. | Master Service Date (“MSD”) |
| xi. | One Digit Company Code (operating group code) |
| xii. | Central Office Code |
| xiii. | Bill To Number (“BTN”) |
| xiv. | Initial Service Date (“ISD”) |
| xv. | Any other listing information required by Directory Company for Directories to be complete and accurate. |
| xvi. | Telephone company code. |
| xvii. | Class of service. |
In the event of changes in the telecommunications industry requiring Directory Company to obtain additional customer information, Telephone Company will include such information and such information shall become a part of the Listings provided hereunder.
| b. | Covers. Directory Company shall supply its specifications to Telephone Company so that Telephone Company may develop and design its desired cover for Directories. Telephone Company shall provide Directory Company with covers in digital format in accordance with Directory Company specifications. The Directories will have normal, four-color process outside front and back covers, and one color inside front and back covers. The Telephone Company will pay costs related to producing an outside cover which falls outside the normal four-color process. |
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| c. | Information Pages. Telephone Company shall create Information Pages to be printed in each Directory in an agreed upon format. Such Information Pages must be provided to Directory Company in accordance with the publishing schedule established for each Directory. Four (4) Information Pages (2 leafs, front and back) are provided at no charge. Additional Telephone Company branded Information Pages are available at then current page rates. Directory Company may place a reasonable limit upon the number of Information Pages included within Directories. |
| d. | Government Pages. Telephone Company shall provide Directory Company with content for Government Pages. |
| e. | Billing and Collection. The Telephone Company shall bill and collect Advertising Revenues from Subscribers and perform other related tasks. In addition, upon Directory Company’s request, Telephone Company shall bill for SuperPages® service and for other products or services offered by Directory Company, (for which service Telephone Company may charge $.40 per bill per month, or such other rate as may be mandated by regulation of a state or federal body having jurisdiction), and remit all of such revenues to Directory Company in the settlement process referenced in Section 7 hereto. The Directory Company shall furnish the Telephone Company with a billing file of the advertising billing information which the Telephone Company is to bill and collect. The billing file shall be furnished at least fourteen (14) days prior to the publication date for each Directory or other product. Either party may reject advertising contracts from any Advertiser whose credit is questionable. In the event Telephone Company is unable to collect Local or Multibook Revenues or revenues from other products or services for which it bills on behalf of Directory Company within 120 days of billing, at Directory Company’s option, Telephone Company shall provide billing and collection records to Directory Company for its action. |
| f. | Service Subscriber Inquiries. Telephone Company shall promptly notify Directory Company of any Directory related inquires, requests, or complaints which it may receive from Service Subscribers or others and shall reasonably cooperate to resolve such matters. |
| g. | Listing Addition, Change, or Deletion Requests. Telephone Company shall process Advertiser or Service Subscriber listing change requests received from Directory Company within the time frames set out in Exhibit 4g, and shall respond promptly to inquiries by Directory Company regarding processing of Listings changes, additions or deletions requested by Advertisers or Service Subscribers. Telephone Company shall transmit to Directory Company all information arising from Service Subscriber and Advertiser transactions which should result in an addition, a change or a |
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| deletion of Listings or CLEC Listings in Directory Company’s database (“Service Order Information”). |
| 5. | ADDITIONAL SERVICES |
Telephone Company may, pursuant to the terms and conditions of a separate Contract for Directory Advertising Services, and at prices which Directory Company may have in effect from time to time, purchase printed advertising and Internet advertising.
| 6. | REVENUE SHARING |
The Telephone Company shall receive 36.9% of Local Revenue, Multibook Revenue, Foreign Revenue, and National Yellow Pages Service Revenue.
| 7. | BASIS OF SETTLEMENT |
| a. | General. Prior to the tenth (10th) business day of each month, the Telephone Company shall remit to the Directory Company its share of the revenues as set out in Section 6 hereto. For settlement purposes, the Directory’s revenues will be amortized monthly over the life of the Directory with the first month being the month of the Directory’s publication. The parties agree that revenue settlement shall be based on each Directory’s amortized revenues and supported by the Directory settlement form showing the amortized revenues, revenue loss, and all revenue adjustments. |
| b. | Uncollectibles. The revenues will first be reduced by the agreed upon percentages for revenue loss due to disconnects, adjustments, and uncollectibles. This percentage shall be computed in December of each year, for the preceding twelve (12) months, and shall be used for the subsequent twelve (12) months. The reduction for revenue loss may not exceed ten percent (10%) on revenue billed by Telephone Company. The revenue loss is ascertained by deducting the actual revenue collected for the year from the 12 month amortized revenues for the year. The revenue loss percentage is calculated by dividing the revenue loss by the 12 month amortized revenues. |
| c. | Payment. The revenue sharing percentage set out in Section 6 will then be applied to the remaining revenue amount. The balance of the revenues less any directory specific costs or expenses due from the Directory Company will be paid to the Directory Company together with any other directory specific costs or expenses due from the Telephone Company. |
| d. | Billbacks. Within the first ninety (90) days after the publication of a Directory, the Directory Company shall include in the settlement statement all Invoices for the full amount of any directory specific expenses and costs which are the responsibility of the Telephone Company, including but not limited to |
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| Enhancements. Such invoice shall identify the Items of expense and amounts due. All such amounts shall be paid in full through the settlement process. Invoices received prior to the 20th day of the month shall be paid by the 10th day of the following month. All amounts due the Telephone Company from the Directory Company shall be invoiced and likewise paid in full through the settlement process. |
| 8. | COPYRIGHT |
| a. | General. The Telephone Company and the Directory Company agree that copyright in and to the Directories and all portions thereof (other than any copyright in the Listings, which are exclusively licensed to Directory Company pursuant to Section 2 of this Agreement, and the cover designs created by Telephone Company), including, but not limited to, the copyright in the compilation evidenced by the Directories, and the copyright in the classified headings of the Directories, shall be the sole and exclusive property of the Directory Company and such copyrights in and to the Directories shall be registered by the Directory Company (at its expense) in the name of the Directory Company. The Telephone Company agrees to execute such assignments and other documents of transfer as may be reasonably requested by the Directory Company to effect ownership of the foregoing copyrights in the Directory Company. |
| b. | Termination. If for any reason this Agreement is terminated in whole or as to any given portion of the Telephone Company’s Service Area, the Directory Company shall have the right to use the Listings in any of its subsequently published directories. |
| 9. | COSTS |
| a. | General. Except as specifically set out herein or in the exhibits to this Agreement, each party shall bear the costs associated with its responsibilities. Telephone Company shall pay the costs set out in Exhibit 9a. Telephone Company shall bear any increase in costs associated with any changes in requirements from those in effect as of the date hereof including, but not limited to, any legislative or regulatory mandate, any Telephone Company desired changes, and any costs associated with changes in the telecommunications industry (including but not limited to area code changes, number portability, wireless listing requirements, or Internet listing requirements). |
| b. | Enhancements. Enhancements, other than Preagreement Enhancements, will only be made upon the mutual consent of the parties. Except as provided below, each party will pay fifty percent (50%) of the cost of such Enhancements unless otherwise mutually agreed. The type and level of such costs will be limited to the agreed upon total budget provided the units, |
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| quantity or volume agreed are not changed. The Telephone Company will pay the expense of the paper, plates, printing, compilation, graphics and publishing of any Enhancements to the Directory which are required to comply with a local, state or federal filing, order, stipulation, regulation, rule or law. Enhancements shall be billed as set out in Section 7d hereto. |
| c. | Taxes. The Telephone Company is responsible for any sales and use taxes which may be due or become due against the parties under this Agreement including interest and penalties. The Telephone Company shall be given sufficient notice to protest any taxing jurisdiction’s audit claims assessed against the Directory Company or sales and use taxes. All other taxes incurred as a result of this Agreement will be borne by each party to the extent which it is legally liable. |
| 10. | DURATION OF AGREEMENT |
This Agreement is effective for all Directories currently in use (having been published within the 12 month period prior to the Effective Date), those in process of publication as of the Effective Date hereof, and those to be published on and after the first day of the month following the Effective Date hereof, and will continue in force through December 31, 2005 (“Initial Term”). If any Directories under this Agreement are in use or in process of sale or printing at the date of the termination of this Agreement, this Agreement will be automatically extended to cover the life of such Directories and the collection of revenue thereon.
This Agreement will automatically renew for additional one year terms from year to year after its Initial Term unless either party gives the other at least one hundred twenty (120) days prior written notice of its Intention to terminate the Agreement.
| 11. | CONFIDENTIALITY |
The parties agree to treat all non-public or proprietary material and documents used under this Agreement, including the Telephone Company’s Service Subscriber orders and Listings, in a confidential manner and to undertake all reasonable precautions to prevent disclosure of such materials and documentation to third parties, other than as required for the performance of this Agreement. Neither party will disclose, distribute or sell any of the other party’s information relating to this Agreement without obtaining the prior written consent of the other. The foregoing obligations shall not apply to that portion of such materials and information of the disclosing party which are: in the possession of the receiving party without restriction on use or disclosure prior to disclosure by the disclosing party; in the public domain (no restriction on use or disclosure); rightfully received without restriction on use or disclosure from a third party who has no obligation of confidentiality to the disclosing party; available by the inspection of products (including the Directories) and services offered by any party hereto or third parties; independently developed by or for the receiving party; or approved for release in
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writing by the disclosing party. The terms and conditions of this Section shall survive the termination, cancellation or expiration of this Agreement.
| 12. | CLAIMS |
| a. | General. Each party shall be liable to the other for any errors, mistakes, inclusions, or omissions valued in excess of $1,000 caused by it in the compiling, publishing, printing or distribution of the Directories. Each party will indemnify and save the other harmless from and against any and all damages, expenses, losses, costs and legal fees of any claims, suits or judgments due to any failure to conform to the provisions of this Agreement, including the correct handling of listings in the Directories. |
| b. | Cooperation. The party to whom a claim is made will notify the other within thirty (30) days (or if either party reasonably deems necessary, will notify the other party immediately) after a notice of any claim is received for which the other party may be liable under this Agreement, and both parties will cooperate in the handling of any and all such claims. The parties will initially respond to any claimant within thirty (30) days after the initial receipt of the claim. |
| 13. | FORCE MAJEURE |
Neither party will be in breach of this Agreement when for causes beyond its control, including but not limited to strikes, fires, accidents, government regulations or controls, insurrections or wars, or other acts of God, it is unable to perform, in whole or in part, any of its obligations under this Agreement.
| 14. | NOTICES |
All notices relating to this Agreement shall be in writing and deemed to be given when delivered personally or when deposited in the mail, postage prepaid, addressed to the respective representative at the address set forth below, or any other address the appropriate party may designate by notice.
| a. | TELEPHONE COMPANY: |
Iowa Telecommunications Services, Inc.
Vice President Corporate Development
115 S. 2nd Avenue West
Newton, Iowa 50208
Telephone: (515 ###-###-####
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| b. | DIRECTORY COMPANY: |
Vice President – Finance
GTE Directories Corporation
GTE Place, West Airfield Drive
P.O. Box 619810
D/FW Airport, Texas ###-###-####
Telephone ###-###-####
with a copy to:
Vice President Law and Government Relations
GTE Directories Corporation
GTE Place, West Airfield Drive
P.O. Box 619810
D/FW Airport, Texas ###-###-####
Telephone ###-###-####
| 15. | SUBSTITUTION OF AGREEMENT |
This Agreement supersedes, cancels and is in substitution of all agreements covering the publication of Directories heretofore entered into between the parties and their respective predecessors.
| 16. | AUTHORIZATION |
This Agreement shall not be binding until executed by an officer of GTE Directories Corporation.
| 17. | SEVERABILITY AND CONFLICTING PROVISIONS |
If any term, provision, covenant, or condition of this Agreement is held by a court or regulatory body of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
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| 18. | ASSIGNMENT |
This Agreement may be assigned to any parent, subsidiary, or affiliate of either party upon sixty (60) days prior written notice of intent to do so, provided that any assignment due to any change of control of GTE Corporation or any reorganization or realignment of subsidiaries of GTE Corporation or Bell Atlantic Corporation shall be fully permissible at any time without notice. Any other assignment will require the prior written consent of the non-assigning party, which consent shall not unreasonably be withheld. Assignment in this manner shall not relieve the assigning party of any pre-existing obligations under this Agreement.
| 19. | DISPUTE RESOLUTION. |
| (a) | General. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled first, by good faith efforts of the parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out in paragraph 19(c) below. |
| (b) | Initial Resolution. A party that wishes to initiate the dispute resolution process shall send written notice to the other party with a summary of the controversy and a request to initiate these dispute resolution procedures. Each party shall appoint a knowledgeable, responsible representative from the company who has the authority to settle the dispute, to meet and negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives, who may utilize alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as Confidential Information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in the arbitration described herein or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit, The parties agree to pursue resolution under this subsection for a minimum of 60 days before requesting arbitration. |
| (c) | Arbitration. If the dispute is not resolved under the preceding subsection within 60 days of the initial written notice, either party may demand arbitration by sending written notice to the other party. The parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in Dallas, Texas; (ii) the arbitrator shall be licensed |
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to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Confidential Information or intellectual property, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages; (v) the arbitrator shall control the scheduling so that the hearing is completed no later than 60 days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within 10 days thereafter, which decision shall follow the plain meaning of this Agreement, the relevant documents, and the intent of the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties. Each party to the dispute shall bear its own expenses arising out of the arbitration, except that the expenses of the facilities to conduct the arbitration and the fees of the arbitrator shall be shared equally by the parties.
| 20. | APPLICABLE LAW |
This Agreement, and the rights and obligations contained in it shall be governed by and construed in accordance with the laws of the State of Texas.
| 21. | ENTIRE AGREEMENT |
This Agreement, once executed, represents the entire agreement between the parties and is not subject to change or modification except by written agreement signed by an officer of both parties. The effectiveness of this Agreement is contingent upon the Closing of the Asset Purchase Agreement, as such term is defined in the Asset Purchase Agreement. The following exhibits are attached hereto and are incorporated into this Agreement by reference:
| 2a | Telephone Exchanges |
| 3h | Listing Database Extracts |
| 3i | Listings Fees |
| 4g | Critical Processes Time Frames |
| 9a | Additional Costs |
IN WITNESS WHEREOF, each of the parties has executed this Agreement in duplicate effective as of the day and year written above. Each party acknowledges receipt of a signed Agreement.
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| GTE DIRECTORIES CORPORATION | ||
| By: |  | |
| Title: | Vice President | |
| IOWA TELECOMMUNICATIONS SERVICES, INC. | ||
| By: |  | |
| Title: | Vice President Corporate Development | |
17
Exhibit 2a - Telephone Exchanges
| STATE | IDENTIFIED PROPERTY | DIRECTORY NAME | LOC CODE | NPA/NXX | Pub Date | UDC | ||||||
| IOWA | All | |||||||||||
| Albia | Albia-Centerville | 1904 | 515/932 | 6/1/99 | 25010 | |||||||
| Centerville | Albia-Centerville | 1402 | 515/437,856 | 6/1/99 | 25010 | |||||||
| Cincinnati | Albia-Centerville | 1254 | 515/658 | 6/1/99 | 25010 | |||||||
| Eddyville | Albia-Centerville | 1922 | 151/969 | 6/1/99 | 25010 | |||||||
| Fremont | Albia-Centerville | 1929 | 151/933 | 6/1/99 | 25010 | |||||||
| Melrose | Albia-Centerville | 1959 | 151/726 | 6/1/99 | 25010 | |||||||
| Moravia | Albia-Centerville | 1299 | 515/724 | 6/1/99 | 25010 | |||||||
| Mystic | Albia-Centerville | 1239 | 515/647 | 6/1/99 | 25010 | |||||||
| Plano | Albia-Centerville | 1243 | 515/649 | 6/1/99 | 25010 | |||||||
| Promise City | Albia-Centerville | 1421 | 515/874 | 6/1/99 | 25010 | |||||||
| Seymour | Albia-Centerville | 1443 | 515/898 | 6/1/99 | 25010 | |||||||
| South Seymour MO | Albia-Centerville | 1932 | 660/399 | 6/1/99 | 25010 | |||||||
| Unionville | Albia-Centerville | 1128 | 515/452 | 6/1/99 | 25010 | |||||||
| Ledyard | Algona/USW | 3543 | 515/646 | 4/6/99 | 25030 | |||||||
| N Swea City MN | Algona/USW | 1878 | 507/273 | 4/6/99 | 25030 | |||||||
| Swea City | Algona/USW | 7878 | 515/272 | 4/6/99 | 25030 | |||||||
| Slater | Ames/USW | 7839 | 515/685 | 11/18/98 | 25051 | |||||||
| Audubon | Audubon-Manning | 1908 | 712/563 | 10/1/99 | 26128 | |||||||
| Exira | Audubon-Manning | 1923 | 712/268 | 10/1/99 | 26128 | |||||||
| Halbur | Audubon-Manning | 1940 | 712/658 | 10/1/99 | 26128 | |||||||
| Manning | Audubon-Manning | 1948 | 712/653 | 10/1/99 | 26128 | |||||||
| Bellevue | Bellevue | 1911 | 319/872 | 7/1/99 | 25133 | |||||||
| Sabula | Bellevue | 1985 | 319/687 | 7/1/99 | 25133 | |||||||
| Grand Junction | Boone/USW | 7416 | 515/738 | 11/18/98 | 25194 | |||||||
| Glidden | Carroll/USW | 7410 | 712/659 | 1/14/99 | 25235 | |||||||
| Ralston | Carroll/USW | 3767 | 712/667 | 1/14/99 | 25235 | |||||||
| Central City | Cedar Rapids/USW | 7238 | 319/438 | 4/14/99 | 25256 | |||||||
| Troy Mills | Cedar Rapids/USW | 7899 | 319/224 | 4/14/99 | 25256 | |||||||
| Walker | Cedar Rapids/USW | 7926 | 319/448 | 4/14/99 | 25256 | |||||||
| Braddyville | Clarinda | 2192 | 712/589 | 6/1/99 | 25312 | |||||||
| South Braddyville | Clarinda | 2193 | 660/581 | 6/1/99 | 25312 | |||||||
| Clarinda | Clarinda | 2252 | 712/542 | 6/1/99 | 25312 | |||||||
| College Springs | Clarinda | 2267 | 712/582 | 6/1/99 | 25312 | |||||||
| Ainsworth | Columbus Junction | 1252 | 319/657 | 3/1/99 | 25358 | |||||||
| Columbus Junction | Columbus Junction | 1305 | 319/728 | 3/1/99 | 25358 | |||||||
| Conosville | Columbus Junction | 1301 | 319/725 | 3/1/99 | 25358 | |||||||
| Grandview | Columbus Junction | 1307 | 319/729 | 3/1/99 | 25358 | |||||||
| Letts | Columbus Junction | 1302 | 319/726 | 3/1/99 | 25358 | |||||||
| Lone Tree | Columbus Junction | 1226 | 319/629 | 3/1/99 | 25358 | |||||||
| Nichols | Columbus Junction | 1297 | 319/723 | 3/1/99 | 25358 | |||||||
| Oakville | Columbus Junction | 1333 | 319/766 | 3/1/99 | 25358 | |||||||
| Riverside | Columbus Junction | 1242 | 319/648 | 3/1/99 | 25358 | |||||||
| Wapello | Columbus Junction | 1166 | 319/523 | 3/1/99 | 25358 | |||||||
| Bagley | Coon Rapids | 1617 | 515/427 | 9/1/99 | 25379 | |||||||
| Coon Rapids | Coon Rapids | 1281 | 712/684 | 9/1/99 | 25379 | |||||||
| Dedham | Coon Rapids | 1280 | 712/683 | 9/1/99 | 25379 | |||||||
| Jamaica | Coon Rapids | 1562 | 515/429 | 9/1/99 | 25379 | |||||||
| Alta Vista | Cresco | 3113 | 515/384 | 12/15/98 | 25411 | |||||||
| Cresco | Cresco | 7288 | 319/547 | 12/15/98 | 25411 | |||||||
| Elma | Cresco | 7349 | 515/393 | 12/15/98 | 25411 | |||||||
| Proilvin | Cresco | 3763 | 319/569 | 12/15/98 | 25411 | |||||||
| Creston | Creston | 7289 | 515/782 | 9/1/99 | 25412 | |||||||
| Kent | Creston | 7512 | 515/348 | 9/1/99 | 25412 | |||||||
| Orient | Creston | 7705 | 515/337 | 9/1/99 | 25412 |
Page 1
Exhibit 2a - Telephone Exchanges
| Prescott | Creston | 7757 | 515/335 | 9/1/89 | 25412 | |||||||
| Desolo | Des Moines/USW | 3310 | 515/834 | 11/4/98 | 25482 | |||||||
| Elkhart | Des Moines/USW | 7345 | 515/367 | 11/4/98 | 25482 | |||||||
| Liberty Center | Des Moines/USW | 1558 | 515/466 | 11/4/98 | 25482 | |||||||
| Linden | Des Moines/USW | 3558 | 515/744 | 11/4/98 | 25482 | |||||||
| Martensdale | Des Moines/USW | 1337 | 515/764 | 11/4/98 | 25482 | |||||||
| Redfield | Des Moines/USW | 3773 | 515/833 | 11/4/98 | 25482 | |||||||
| Charlotte | DeWitt | 1918 | 319/677 | 4/1/99 | 25502 | |||||||
| Delmar | DeWitt | 1919 | 319/674 | 4/1/99 | 25502 | |||||||
| Dewitt-Walton | DeWitt | 1920 | 319/659 | 4/1/99 | 25502 | |||||||
| Low Moor | DeWitt | 1946 | 319/522 | 4/1/99 | 25502 | |||||||
| Alden | Dows | 1405 | 515/859 | 8/1/99 | 25533 | |||||||
| Buckeye | Dows | 1400 | 515/855 | 8/1/99 | 25533 | |||||||
| Dows | Dows | 1399 | 515/852 | 8/1/99 | 25533 | |||||||
| Colesburg | Dyersville | 2265 | 319/858 | 4/15/99 | 25584 | |||||||
| Dyersville | Dyersville | 2333 | 319/875 | 4/15/99 | 25584 | |||||||
| Earlville | Dyersville | 2335 | 319/923 | 4/15/99 | 25584 | |||||||
| Epworth | Dyersville | 2356 | 319/876 | 4/15/99 | 25584 | |||||||
| Farley | Dyersville | 2371 | 319/744 | 4/15/99 | 25584 | |||||||
| Holy Cross | Dyersville | 2471 | 319/870 | 4/15/99 | 25584 | |||||||
| Luxemburg | Dyersville | 2575 | 319/853 | 4/15/99 | 25584 | |||||||
| New Vienna | Dyersville | 2683 | 319/921 | 4/15/99 | 25584 | |||||||
| Worthington | Dyersville | 2973 | 319/855 | 4/15/99 | 25584 | |||||||
| Eldora | Eldora | 7344 | 515/858 | 3/15/99 | 25600 | |||||||
| Steamboat Rock | Eldora | 7855 | 515/868 | 3/15/99 | 25600 | |||||||
| Volga | Elkader/USW | 2921 | 319/767 | 1/27/99 | 25605 | |||||||
| Cylinder | Emmetsburg | 7294 | 712/424 | 7/15/99 | 25621 | |||||||
| Emmetsburg | Emmetsburg | 7355 | 712/852 | 7/15/99 | 25621 | |||||||
| Mallard | Emmetsburg | 2591 | 712/425 | 7/15/99 | 25621 | |||||||
| Alpha | Fayette | 1116 | 319/429 | 12/1/98 | 25656 | |||||||
| Fayette | Fayette | 1564 | 319/425 | 12/1/98 | 25656 | |||||||
| Lawler | Fayette | 1013 | 319/238 | 12/1/98 | 25656 | |||||||
| Maynard | Fayette | 1565 | 319/637 | 12/1/98 | 25656 | |||||||
| Randalla | Fayette | 1566 | 319/428 | 12/1/98 | 25656 | |||||||
| St Lucas | Fayette | 1353 | 319/778 | 12/1/98 | 25656 | |||||||
| Waucoma | Fayette | 1351 | 319/776 | 12/1/98 | 25656 | |||||||
| Albert City | Fonda-Lakeview | 1389 | 712/843 | 8/1/99 | 25666 | |||||||
| Auburn | Fonda-Lakeview | 1643 | 712/888 | 8/1/99 | 25666 | |||||||
| Fonda | Fonda-Lakeview | 1058 | 712/288 | 8/1/99 | 25666 | |||||||
| Lake View | Fonda-Lakeview | 1251 | 712/657 | 8/1/99 | 25666 | |||||||
| Lanesboro | Fonda-Lakeview | 1644 | 712/656 | 8/1/99 | 25666 | |||||||
| Linn Grove | Fonda-Lakeview | 1066 | 712/296 | 8/1/99 | 25666 | |||||||
| Lytton | Fonda-Lakeview | 1139 | 712/466 | 8/1/99 | 25666 | |||||||
| Marathon | Fonda-Lakeview | 1059 | 712/289 | 8/1/99 | 25666 | |||||||
| Newell | Fonda-Lakeview | 1044 | 712/272 | 8/1/99 | 25666 | |||||||
| Peterson | Fonda-Lakeview | 1066 | 712/295 | 8/1/99 | 25666 | |||||||
| Rembrandt | Fonda-Lakeview | 1055 | 713/286 | 8/1/99 | 25666 | |||||||
| Greene | Greene | 1930 | 515/823 | 11/1/98 | 25748 | |||||||
| Marble Rock | Greene | 1949 | 515/397 | 11/1/98 | 25748 | |||||||
| Adair | Greenfield | 1900 | 515/742 | 1/1/99 | 25769 | |||||||
| Bayard | Greenfield | 1910 | 712/651 | 1/1/99 | 25769 | |||||||
| Bridgewater | Greenfield | 1917 | 515/369 | 1/1/99 | 25769 | |||||||
| Fontanelle | Greenfield | 1927 | 515/745 | 1/1/99 | 25769 | |||||||
| Greenfield | Greenfield | 1931 | 515/343,743 | 1/1/99 | 25769 | |||||||
| Guthrie Center | Greenfield | 1939 | 515/747 | 1/1/99 | 25769 | |||||||
| Grinnell | Grinnell | 2430 | 515/236,269,202, | 2/15/88 | 25769 |
Page 2
Exhibit 2a - Telephone Exchanges
| 515/260,821 | ||||||||||||
| Malcom | Grinnell | 2590 | 515/528 | 2/15/99 | 25789 | |||||||
| Aplington Keslay | Grundy Center | 1905 | 319/347 | 2/1/99 | 25810 | |||||||
| Grundy Center | Grundy Center | 1933 | 319/824 | 2/1/99 | 25810 | |||||||
| Wellsburg | Grundy Center | 1991 | 515/869 | 2/1/99 | 25810 | |||||||
| Avoca | Harlan | 1909 | 712/343 | 1/1/99 | 25830 | |||||||
| Harlan | Harlan | 1941 | 712/755 | 1/1/99 | 25830 | |||||||
| Minden | Harlan | 1965 | 712/483 | 1/1/99 | 25830 | |||||||
| Shelby | Harlan | 1986 | 712/544 | 1/1/99 | 25830 | |||||||
| Harris | Hartley | 7443 | 712/349 | 7/15/99 | 25840 | |||||||
| Hartley | Hartley | 7445 | 712/728 | 7/15/99 | 25840 | |||||||
| May City | Hartley | 3608 | 712/735 | 7/15/99 | 25840 | |||||||
| Melvin | Hartley | 7614 | 712/736 | 7/15/99 | 25840 | |||||||
| Ocheyedan | Hartley | 7894 | 712/758 | 7/15/99 | 25840 | |||||||
| Primghar | Hartley | 2759 | 712/757 | 7/15/99 | 25840 | |||||||
| Altica | Heartland | 1784 | 515/943 | 10/1/99 | 26002 | |||||||
| Bussey | Heartland | 1785 | 515/944 | 10/1/99 | 26002 | |||||||
| Knoxville | Heartland | 1780 | 515/828,842 | 10/1/99 | 26002 | |||||||
| Lovilia | Heartland | 1781 | 515/946 | 10/1/99 | 26002 | |||||||
| Melchar | Heartland | 1782 | 515/947 | 10/1/99 | 26002 | |||||||
| Monroe | Heartland | 1035 | 515/259 | 10/1/99 | 26002 | |||||||
| Pleasantville | Heartland | 1783 | 515/848 | 10/1/99 | 26002 | |||||||
| Tracy | Heartland | 1786 | 515/949 | 10/1/99 | 26002 | |||||||
| Leighton | Heartland | 1776 | 515/626 | 10/1/99 | 26002 | |||||||
| Olley | Heartland | 1778 | 515/627 | 10/1/99 | 26002 | |||||||
| Pella | Heartland | 1775 | 515/620,621,628 | 10/1/99 | 26002 | |||||||
| 515/629,631 | ||||||||||||
| Peoria | Heartland | 1777 | 515/625 | 10/1/99 | 26002 | |||||||
| Charlton | Heartland | 1347 | 515/774 | 10/1/99 | 26002 | |||||||
| Humeston | Heartland | 1529 | 515/877 | 10/1/99 | 26002 | |||||||
| Lacona | Heartland | 1174 | 515/534 | 10/1/99 | 26002 | |||||||
| Lucas | Heartland | 1340 | 515/766 | 10/1/99 | 26002 | |||||||
| Milo | Heartland | 1460 | 515/942 | 10/1/99 | 26002 | |||||||
| New Virginia | Heartland | 1559 | 515/449 | 10/1/99 | 26002 | |||||||
| Russell | Heartland | 1176 | 515/535 | 10/1/99 | 26002 | |||||||
| Williamson | Heartland | 1406 | 515/862 | 10/1/99 | 26002 | |||||||
| Mingo | I-80 Corridor | 1966 | 515/363 | 8/1/99 | 25890 | |||||||
| New Sharon | I-80 Corridor | 1969 | 515/637 | 8/1/99 | 25890 | |||||||
| Newton | I-80 Corridor | 1982 | 515/787,791,792 | 8/1/99 | 25890 | |||||||
| 515/831,840 | ||||||||||||
| Oxford | Iowa City/USW | 7715 | 319/628 | 11/30/98 | 25933 | |||||||
| Solon | Iowa City/USW | 1237 | 319/644 | 11/30/98 | 25933 | |||||||
| Tiffin | Iowa City/USW | 7891 | 319/645 | 11/30/98 | 25933 | |||||||
| Armstrong | Iowa Grt Lks Rg/USW | 3131 | 712/864 | 5/27/99 | 25955 | |||||||
| Dolliver | Iowa Grt Lks Rg/USW | 3321 | 712/865 | 5/27/99 | 25955 | |||||||
| LeClaire | LeClaire | 1943 | 319/289 | 11/1/98 | 26014 | |||||||
| Lime Springs | Lime Springs | 1198 | 319/566 | 6/1/99 | 26086 | |||||||
| Bouton | Madrid | 1915 | 515/676 | 4/1/99 | 26117 | |||||||
| Madrid | Madrid | 1947 | 515/795 | 4/1/99 | 26117 | |||||||
| Delhi | Manchester | 7305 | 319/922 | 4/15/99 | 26120 | |||||||
| Edgewood | Manchester | 2341 | 319/928 | 4/15/99 | 26120 | |||||||
| Greeley | Manchester | 7423 | 319/925 | 4/15/99 | 26120 | |||||||
| Hopkinton | Manchester | 7474 | 319/926 | 4/15/99 | 26120 | |||||||
| Lamont | Manchester | 7532 | 319/924 | 4/15/99 | 26120 | |||||||
| Manchester | Manchester | 7592 | 319/927,920 | 4/15/99 | 26120 | |||||||
| Ryan | Manchester | 7803 | 319/932 | 4/15/99 | 26120 |
Page 3
Exhibit 2a - Telephone Exchanges
| Strawberry Point | Manchester | 2866 | 319/933 | 4/15/99 | 26120 | |||||||
| Conroy | Marengo | 3275 | 319/662 | 7/15/99 | 26153 | |||||||
| Marengo | Marengo | 7596 | 319/642 | 7/15/99 | 26153 | |||||||
| Williamsburg | Marengo | 7959 | 319/668 | 7/15/99 | 26153 | |||||||
| Legrand | Marshalltown/USW | 7544 | 515/479 | 5/27/99 | 28158 | |||||||
| Corwith | Mason City/USW | 7279 | 515/583 | 6/16/99 | 26179 | |||||||
| Forest City | Mason City/USW | 7383 | 515/582 | 6/16/99 | 26179 | |||||||
| Kiemme | Mason City/USW | 7523 | 515/587 | 6/16/99 | 26179 | |||||||
| St Ansgar | Meson City/USW | 7805 | 515/736 | 6/16/99 | 26179 | |||||||
| Slacyville | Mason City/USW | 7844 | 515/737 | 6/16/99 | 26179 | |||||||
| Afton | Mt Ayr | 1084 | 515/347 | 12/1/98 | 26214 | |||||||
| Arispe | Mt Ayr | 1083 | 515/346 | 12/1/98 | 26214 | |||||||
| Benton | Mt Ayr | 1593 | 515/785 | 12/1/98 | 26214 | |||||||
| Clearfield | Mt Ayr | 1077 | 515/336 | 12/1/98 | 26214 | |||||||
| Diagonal | Mt Ayr | 1500 | 515/734 | 12/1/98 | 26214 | |||||||
| Gravity | Mt Ayr | 1161 | 712/537 | 12/1/98 | 26214 | |||||||
| Kellerton | Mt Ayr | 1357 | 515/783 | 12/1/98 | 26214 | |||||||
| Mt Ayr | Mt Ayr | 1137 | 515/464 | 12/1/98 | 26214 | |||||||
| Redding | Mt Ayr | 1502 | 515/767 | 12/1/98 | 26214 | |||||||
| Redding MO | Mt Ayr | 1503 | 660/372 | 12/1/98 | 26214 | |||||||
| Shannon City | Mt Ayr | 1079 | 515/339 | 12/1/98 | 26214 | |||||||
| Tingley | Mt Ayr | 1345 | 515/772 | 12/1/98 | 26214 | |||||||
| Baxter | Nevada | 7155 | 515/227 | 3/15/99 | 26261 | |||||||
| Cambridge | Nevada | 2223 | 515/383 | 3/15/99 | 26261 | |||||||
| Collins | Nevada | 7268 | 515/385 | 3/15/99 | 26261 | |||||||
| Maxwell | Nevada | 2607 | 515/387 | 3/15/99 | 26261 | |||||||
| McCallsburg | Nevada | 7610 | 515/434 | 3/15/99 | 26261 | |||||||
| Melbourne | Nevada | 7612 | 515/482 | 3/15/99 | 26261 | |||||||
| Nevada | Nevada | 2667 | 515/382 | 3/15/99 | 26261 | |||||||
| Randall | Nevada | 2768 | 515/328 | 3/15/99 | 26261 | |||||||
| Rhodes | Nevada | 7777 | 515/493 | 3/15/99 | 26261 | |||||||
| Roland | Nevada | 2794 | 515/388 | 3/15/99 | 26261 | |||||||
| State Center | Nevada | 7854 | 515/483 | 3/15/99 | 26261 | |||||||
| Story City | Nevada | 2862 | 515/733 | 3/15/99 | 26261 | |||||||
| Fredericksburg | New Hampton | 1928 | 319/237,231 | 2/1/99 | 26282 | |||||||
| Janesville | New Hampton | 1942 | 319/987 | 2/1/99 | 26282 | |||||||
| New Hampton | New Hampton | 1968 | 515/394 | 2/1/99 | 26282 | |||||||
| Sumner | New Hampton | 1988 | 319/578 | 2/1/99 | 26282 | |||||||
| Arlington | Oelwein/USW | 2129 | 319/633 | 1/20/99 | 26364 | |||||||
| Brandon | Oelwein/USW | 1144 | 319/474 | 1/20/99 | 26364 | |||||||
| Fairbank | Oelwein/USW | 7363 | 319/635 | 1/20/99 | 26364 | |||||||
| Hazelton | Oelwein/USW | 7454 | 319/636 | 1/20/99 | 26364 | |||||||
| Rowley | Oelwein/USW | 1457 | 319/938 | 1/20/99 | 26364 | |||||||
| Waderia | Oelwein/USW | 2924 | 319/774 | 1/20/99 | 25364 | |||||||
| Osceola | Oeceola | 2709 | 515/342,344 | 4/1/99 | 26405 | |||||||
| Agency | Ottumwa/USW | 1453 | 515/937 | 5/5/99 | 26436 | |||||||
| Bladensburg | Ottumwa/USW | 1561 | 515/934 | 5/5/99 | 26438 | |||||||
| Blakesburg | Ottumwa/USW | 1458 | 515/938 | 5/5/99 | 26436 | |||||||
| Chillecothe | Ottumwa/USW | 1451 | 515/935 | 5/5/99 | 26436 | |||||||
| Paulline | Paullina | 1125 | 712/448 | 5/1/99 | 26487 | |||||||
| Rippey | Perry/USW | 2781 | 515/436 | 2/19/99 | 26507 | |||||||
| Dunlap | River Valley Regional | 7330 | 712/643 | 10/15/99 | 26564 | |||||||
| Little Sioux | River Valley Regional | 7563 | 712/649 | 10/15/99 | 26564 | |||||||
| Logan | River Valley Regional | 7565 | 712/644 | 10/15/99 | 26564 | |||||||
| Magnolia | River Valley Regional | 7589 | 712/648 | 10/15/99 | 26564 | |||||||
| Modele | River Valley Regional | 7632 | 712/645 | 10/15/99 | 26564 |
Page 4
Exhibit 2a - Telephone Exchanges
| Mondemin | River Valley Regional | 7633 | 712/648 | 10/15/99 | 26564 | |||||||
| Pename | River Valley Regional | 7723 | 712/489 | 10/15/99 | 26564 | |||||||
| Persla | River Valley Regional | 3731 | 712/488 | 10/15/99 | 26564 | |||||||
| Plageh | River Valley Regional | 7738 | 712/458 | 10/15/99 | 26564 | |||||||
| Portsmouth | River Valley Regional | 3754 | 712/743 | 10/15/99 | 26564 | |||||||
| Woodbine | River Valley Regional | 7988 | 712/647 | 10/15/99 | 26564 | |||||||
| Lake City | Rockwell City | 2529 | 712/464 | 3/15/99 | 26589 | |||||||
| Lohrville | Rockwell City | 2566 | 712/465 | 3/15/99 | 26589 | |||||||
| Manson | Rockwell City | 2594 | 712/469 | 3/15/99 | 26589 | |||||||
| Pomeroy | Rockwell City | 2753 | 712/468 | 3/15/99 | 26589 | |||||||
| Rockwell City | Rockwell City | 2793 | 712/297 | 3/15/99 | 26589 | |||||||
| Percival | Sidney | 2730 | 712/529 | 8/1/99 | 26692 | |||||||
| Randolph | Sidney | 2769 | 712/625 | 8/1/99 | 26692 | |||||||
| Riverton | Sidney | 2786 | 712/387 | 8/1/99 | 26692 | |||||||
| Sidney | Sidney | 2837 | 712/374 | 8/1/99 | 26692 | |||||||
| Tabor | Sidney | 2882 | 712/629 | 8/1/99 | 26692 | |||||||
| Thurman | Sidney | 2890 | 712/628 | 8/1/99 | 26692 | |||||||
| Blencoe | Slouxland South/USW | 7181 | 712/452 | 10/14/98 | 26723 | |||||||
| Argyle | SE Iowa Crossroads | 1381 | 319/838 | 11/1/98 | 26220 | |||||||
| Athens MO | SE Iowa Crossroads | 1426 | 660/877 | 11/1/98 | 26220 | |||||||
| Brighton | SE Iowa Crossroads | 1289 | 319/694 | 11/1/98 | 26220 | |||||||
| Crawfordsville | SE Iowa Crossroads | 1560 | 319/658 | 11/1/98 | 26220 | |||||||
| Denmark | SE Iowa Crossroads | 1099 | 319/528 | 11/1/98 | 26220 | |||||||
| Donnellson | SE Iowa Crossroads | 1377 | 319/835 | 11/1/98 | 26220 | |||||||
| Douds | SE Iowa Crossroads | 1452 | 515/936 | 11/1/98 | 26220 | |||||||
| Eldon | SE Iowa Crossroads | 1244 | 515/652 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/374,392,455,461 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/469,470,472,461 | 11/1/98 | 26220 | |||||||
| Fairfield | SE lowa Crossroads | 1926 | 515/654,665,668,686 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/687,688,694,721 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/723,730,731,739 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/761,786,921,931 | 11/1/98 | 26220 | |||||||
| Fairfield | SE Iowa Crossroads | 1926 | 515/941,951 | 11/1/98 | 26220 | |||||||
| Farmington | SE Iowa Crossroads | 1427 | 319/878 | 11/1/98 | 26220 | |||||||
| Farson | SE Iowa Crossroads | 1248 | 515/655 | 11/1/98 | 26220 | |||||||
| Hedrick | SE Iowa Crossroads | 1245 | 515/653 | 11/1/98 | 26220 | |||||||
| Hillsboro | SE Iowa Crossroads | 1027 | 319/253 | 11/1/98 | 26220 | |||||||
| Houghton | SE Iowa Crossroads | 1142 | 319/469 | 11/1/98 | 26220 | |||||||
| Libertywille | SE Iowa Crossroads | 1288 | 515/693 | 11/1/98 | 26220 | |||||||
| Lockridge | SE Iowa Crossroads | 1293 | 319/696 | 11/1/98 | 26220 | |||||||
| Martinsburg | SE Iowa Crossroads | 1258 | 515/661 | 11/1/98 | 26220 | |||||||
| Milton | SE Iowa Crossroads | 1250 | 515/656 | 11/1/98 | 26220 | |||||||
| Montrose | SE Iowa Crossroads | 1140 | 319/463 | 11/1/98 | 26220 | |||||||
| Mt Pleasant | SE Iowa Crossroads | 1104 | 319/385,986 | 11/1/98 | 26220 | |||||||
| Mt Union | SE Iowa Crossroads | 1409 | 319/865 | 11/1/98 | 26220 | |||||||
| New London | SE Iowa Crossroads | 1093 | 319/367 | 11/1/98 | 26220 | |||||||
| Olds | SE Iowa Crossroads | 1028 | 319/254 | 11/1/98 | 26220 | |||||||
| Ollie | SE Iowa Crossroads | 1288 | 515/667 | 11/1/98 | 26220 | |||||||
| Packwood | SE Iowa Crossroads | 1291 | 319/695 | 11/1/98 | 26220 | |||||||
| Primrose | SE Iowa Crossroads | 1379 | 319/836 | 11/1/98 | 26220 | |||||||
| Richland | SE Iowa Crossroads | 1267 | 319/458 | 11/1/98 | 26220 | |||||||
| Salem | SE Iowa Crossroads | 1034 | 319/258 | 11/1/98 | 26220 | |||||||
| West Point | SE Iowa Crossroads | 1380 | 319/837 | 11/1/98 | 26220 | |||||||
| Wlnfield | SE Iowa Crossroads | 1033 | 319/257 | 11/1/98 | 26220 | |||||||
| Rolfe | Storm Lake/USW | 7795 | 712/848 | 4/8/99 | 26774 | |||||||
| Belle Plaine | Tame-Toledo | 7163 | 319/444 | 8/15/99 | 26790 |
Page 5
Exhibit 2a - Telephone Exchanges
| Chelsea | Tama-Toledo | 7244 | 515/489 | 6/15/99 | 26790 | |||||||
| Conrad | Tama-Toledo | 7274 | 515/386 | 6/15/99 | 26790 | |||||||
| Garwin | Tama-Toledo | 7399 | 515/499 | 6/15/99 | 26790 | |||||||
| Gladbrook | Tama-Toledo | 7408 | 515/473 | 6/15/99 | 26790 | |||||||
| Montour | Tama-Toledo | 3638 | 515/492 | 6/15/99 | 26790 | |||||||
| Toledo | Tema-Toledo | 7895 | 515/484 | 6/15/99 | 26790 | |||||||
| Trear | Tama-Toledo | 7896 | 319/478 | 6/15/99 | 26790 | |||||||
| Atalissa | Tipton | 1907 | 319/649 | 8/1/99 | 26794 | |||||||
| Bennett | Tipton | 1913 | 319/893 | 8/1/99 | 26794 | |||||||
| Durant | Tipton | 1921 | 319/785 | 8/1/99 | 26794 | |||||||
| Lisbon | Tipton | 1944 | 319/455 | 8/1/99 | 26794 | |||||||
| Lowden | Tipton | 1945 | 319/944 | 8/1/99 | 26794 | |||||||
| Moscow | Tipton | 1967 | 319/724 | 8/1/99 | 26794 | |||||||
| Oxford Junction | Tipton | 1983 | 319/486 | 8/1/99 | 26794 | |||||||
| Rochester | Tipton | 1984 | 319/946 | 8/1/99 | 26794 | |||||||
| Stanwood | Tipton | 1987 | 319/945 | 8/1/99 | 26794 | |||||||
| Tipton | Tipton | 1989 | 319/886 | 8/1/99 | 26794 | |||||||
| Dexter | Tri-County/USW | 3313 | 515/789 | 5/13/99 | 25489 | |||||||
| Macksburg | Tri-County/USW | 1342 | 515/768 | 5/13/99 | 25489 | |||||||
| Peru | Tri-County/USW | 1304 | 515/728 | 5/13/99 | 25489 | |||||||
| Rippey | Tri-County/USW | 2781 | 515/436 | 5/13/99 | 25489 | |||||||
| Ricketts | Ute | 1592 | 712/679 | 10/1/99 | 26835 | |||||||
| Schleswig | Ute | 1275 | 712/676 | 10/1/99 | 26835 | |||||||
| Ute | Ute | 1437 | 712/885 | 10/1/99 | 26835 | |||||||
| Vall | Ute | 1563 | 712/677 | 10/1/99 | 26835 | |||||||
| Delta | Washington | 7307 | 515/624 | 5/1/99 | 26876 | |||||||
| Harper | Washington | 3442 | 515/635 | 5/1/99 | 26876 | |||||||
| Kaota | Washington | 7513 | 515/636 | 5/1/99 | 26876 | |||||||
| Sigourney | Washington | 7838 | 515/622 | 5/1/99 | 26876 | |||||||
| Washington | Washington | 2932 | 319/653,863 | 5/1/99 | 26876 | |||||||
| West Chester | Washington | 3949 | 319/698 | 5/1/99 | 26876 | |||||||
| What Cheer | Washington | 7954 | 515/634 | 5/1/99 | 26876 | |||||||
| Reinbeck | Waterloo/USW | 7774 | 319/345 | 6/23/99 | 26897 |
Page 6
Exhibit 3h
Listing Database Extracts
REQUEST FOR LISTING INFORMATION
Subscriber Listing Information (SLI)*. Telephone Company shall complete requisitions for SLI in a format provided by Directory Company and transmit them to Directory Company electronically or via facsimile (30) days prior to the customer due date. Telephone Company shall be responsible for the accuracy of its requisitions.
SELECTION AND MEDIUM
Initial Loads/reloads for SLI shall be made available by Directory Company, by directory name or exchange name and NPA/NXX, and supplied in either magnetic tape, or hard copy print out as requested by Telephone Company.
FEES
Charges for SLI provisioning services will be as follows:
Initial Loads/Reloads: $0.04 per listing
*Subscriber Listing Information (“SLI”): includes listed subscribers’ names, addresses including zip code, and telephone numbers, as well as assigned classified Yellow Pages headings for businesses
EXHIBIT 3I
LISTINGS FEES
Directory Company will assist Telephone Company in obtaining listings other than Service Subscriber Listings in Directories if Telephone Company so desires. The following fees will apply for this service. If Telephone Company desires to provide such listings to Directory Company, listings must be in a format compatible with Directory Company’s listing management system.
| Telephone Company Requirement | Directory Company Activity | FEES | ||
| Telephone Company must supply Directory Company with a then current list of all local telephone service providers serving areas that fall in Telephone Company’s extended local calling area. For each carrier, Telephone Company must supply Directory Company with a list of Area Code/Prefixes, Exchanges, and community names or directory names that depict listing requirements for EAS, STFL, CLEC, and Courtesy Listings. Telephone Company is responsible for completion of any contractual agreements required to acquire listings. | Directory Company will contact carriers as identified by Telephone Company on Telephone Company’s behalf to obtain EAS, STFL, CLEC and Courtesy Listings. Directory Company will request that such carriers provide listings belonging to any competitive local exchange carriers in their area with the carrier’s listings. Directory Company is not responsible for omission of listings that Directory Company is either unaware of or unable to acquire. Directory Company will forward to Telephone Company any contractual agreement requested or required by carrier providing listings. | Telephone Company shall pay any listing and/or administrative fees charged by the owner or provider of the listings, except that Directory Company will pay one half of the listing acquisition cost for Courtesy Listings.
Directory Company will communicate to Telephone Company any charges invoiced by listing provider. Telephone Company shall pay listing and/or administrative fees charged by the owner of the listings as invoiced.
If Directory Company cannot acquire listings in a format compatible with its listing management system and must contract with a third party vendor to reformat or add other value to the listings, Telephone Company shall pay all processing and administrative fees charged by vendor.
If Directory Company must manually enter any listings into the listing management system, Telephone Company shall pay Directory Company fifty cents ($.50) per listing for this service. |
EXHIBIT 4g
CRITICAL PROCESSES TIME FRAMES
| Process | Directory Company Requirements | Telephone Company Requirements | ||
| Subscriber Listing Change Order – Subscriber initiates change order with Directory Company. Directory Company provides same to Telephone Company. Telephone Company responds to Directory Company. | N/A | Telephone Company’s completed change order must be received by Directory Company, from Telephone Company, within 5 working days of Telephone Company’s receipt of change order from Directory Company. | ||
| Listing Proofs – Upon Telephone Company’s request, Directory Company provides listing proofs for Telephone Company’s review. Telephone Company responds to Directory Company. | Directory Company will normally provide listing proofs to Telephone Company within 5 working days from receipt of request by Telephone Company. | Telephone Company must request listing proofs at least 10 working days prior to telco close. Telephone Company must review and issue correcting orders if required no later than Final Service Order close, as such is mutually set by both parties. | ||
| Caption Proofs – Upon Telephone Company’s request, Directory Company provides caption proofs for Telephone Company’s review | Directory Company to provide caption proofs normally within 48 hours of receipt of request by Telephone Company. | Telephone Company must request caption proofs, if desired, at least 10 working days prior to telco close. Telephone Company must review and issue correcting orders, if required, no later than Final Service Order close as such is mutually set by both parties. | ||
| Subscriber Listings – Telephone Company provides Directory Company with subscriber listings, including new install transactions. | N/A | Telephone Company must provide subscriber listings to Directory Company within 2 working days of installation. If there are less than 2 calendar weeks until Directory Final Service Order Close Date, then Telephone Company must provide listings on the next work day. | ||
Exhibit 9a
Additional Costs
Telephone Company shall reimburse Directory Company for certain additional costs it incurs during the term of this Agreement and any extensions hereof (“Additional Costs”). Telephone Company acknowledges receipt of an estimate of these Additional Costs. Additional Costs shall generally be billed to Telephone Company on an itemized statement normally within 60 days of the end of the month in which the expenses were incurred, and Telephone Company payment for such bills shall be due within 30 days after billing.
Billing for programming projects shall be based on actual man-hours utilized and shall be made upon completion of the programming project, including testing and certification. Telephone Company payment to Directory Company shall be due within 30 days after billing.
