20020813Application.pdf

Lance J.M.Steinhart,P.C.
Attorney At Law
1720 Windward Concourse
Suite 250
Alpharetta,Georgia 30005
Also Admitted in New York Telephone:[phone]
and Maryland Facsimile:[phone]
August 12,2002
VIA FEDER A T EXPRESS
Ms.JeanD.Jewell
Idaho Public Utilities Commission
Secretary
472 West Washington Street
Boise,Idaho 83702
Re:iLOKA Inc.d/bla Microtech-tel
Dear Ms.Jewell:
Enclosed please find for filing an original of iLOKA Inc.d/bla Microtech-tel's Application
for a Certificate of Public Convenience and Necessity to Provide Resold and Facilities-Based Local
Exchange telecommunications services within the State of Idaho.The company has no local
exchange customers at this time in the State of Idaho and this is a new filing.
APPLICANT HAS ALSO ATTACHED A COPY OF FINANCIAL STATEMENTS
MARKED "CONFIDENTIAL AND PROPRIETARY",AND RESPECTFULLY
REQUESTS CONFIDENTIAL TREATMENT OF THE FINANCIAL INFORMATION.
APPLICANT EXPECTS THAT THIS INFORMATION WILL BE RESTRICTED TO
COUNSEL,AGENTS AND EMPLOYEES WHO ARE SPECIFICALLY ASSIGNED TO
THIS APPLICATION BY THE COMMISSION.
I have also enclosed an extra copy of this letter to be date stamped and returned to me in the
enclosed,self addressed,postage prepaid envelope.If you have any questions or if I may provide
you with additional information,please do not hesitate to contact me.
Respectfully submitted,
ance J.M.Steinhart
Attorney for iLOKA Inc.d/bla Microtech-tel
cc:Freddi Pennington
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSI N
IN THE MATTER OF THE )
APPLICATION OF )iLOKA Inc.d/b/a Microtech-tel )S\0foraCertificateofPublic)CASE NO.
Convenience and Necessity to )Provide )Local Exchange Telecommunications )
Services Within the )
State of Tdaho )
APPT JCATTON AND REQUEST FOR AUTHORITY
Application is hereby made to the Idaho Public Utilities Commission for a Certificate of Public
Convenience and Necessity authorizing iLOKA Inc.d/bla Microtech-tel,("Applicant"or "iLOKA")to
provide local exchange telecommunications services pursuant to Idaho Code Sections 61-526 through
-528 and IDAPA 31.01.01.111 (Rules 111 &112)as clarified by Procedural Order No.26665 in Case
No.GNR-T-96-4.The following general information and exhibits are furnished in support thereof:
1.)Applicant's legal name,address of its principal offices and telephone number are:
iLOKA Inc.d/bla Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
[phone]
1
The Applicant has no office located in the State of Idaho.The Applicant intends to provide
resold and facilities-basedlocal exchange service throughout the service areas of Qwest North,Qwest
South and Verizon,initiallyutilizing the facilities of the incumbent LECs.
2.)Applicant is incorporated in the State of Delaware and is in good standing under the laws of
that state.In addition,the Company is authorized to do business as a foreign corporation in the State
of Idaho.Attached as Exhibit 1 to this Application is a copy of the Company's Articles of
Incorporation.A copy of Applicant's certificate of authority to transact business in Idaho is
attached hereto as Exhibit 2.
3.)The name and business address of Applicant's registered agent for service in Idaho are:
TCS Corporate Services,Inc.
5527 Kendall Street
Boise,Idaho 83706
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4.)The names and addresses of the ten common stockholders of Applicant Owning the Greatest
Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:
Name and Shares Owned Percentage of All Percentage
Address Shares Issued &of Voting
Satish V.Kumar 23,250,000 95.74%
Nasreen Syed 500,000 2.06%
Hemant Kamakia 250,000 1.03%
Vipin Hearwal 110,000 .453%
Ophelina D'Costa 50,000 .206%
Tom Hewitt 50,000 .206%
Gian Dilawari 50,000 .103%
Sudhaker Shenoy 50,000 .206%
Address:All of the shareholders can be reached through the company at the address listed in 1.)above.
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5.)The names and addresses of Applicant's Officers and Directors are:
Officers:
Satish V.Kumar President,Chief Executive Offiver and Secretary
William Marshall Ellison II Senior Vice President &Operations and Chief Financial Officer
Directors:
Dan Bannister
Tushar Kothari
Each can be reached at Applicant's primary place of business and telephone number as
follows:
iLOKA Inc.d/bla Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
[phone]
6.)The Name and Address of Any Corporation,Association,or Similar Organization Holding a
5%or Greater Ownership or Management Interest in Applicant are as follows:
None.
7.)The names and addresses of Subsidiaries Owned or Controlled by Applicant are as follows:
None.
8.)Applicant initiallyproposes to provide resold and UNE-P local exchange services provided by
existing LECs:Qwest North,Qwest South,and Verizon.Applicant intends in the future to provide
facilities-based service,however,the nature and extent of the facilities to be utilized has yet to be
determined.Applicant intends to provide all forms of intrastate local exchange and interexchange
telecommunications services including:
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1.Interexchange (switched and dedicated services):
A.1+and 101XXXX outbounddialing;
B.800/888 toll-free inbound dialing;
C.Prepaid and Postpaid calling cards;
D.Directory Assistance;and
E.Frame Relay and other data services.
2.Local Exchange:
A.Local Exchange Services for business and residence customers that will enable
customers to originate and terminate local calls in the local calling area served by other
LECs.
B.Switched local exchange services such as flat-rated and measure-rated local services;
vertical services,Direct Inward and Outward Dialed trunks,carrier access,public and
semi-public coin telephone services,and any other switched local services that
currentlyexist or will exist in the future.
C.Non-switched local services (e.g.,private line)that currentlyexist or will exist in the
future.
D.Centrex and/or Centrex-like services that currently exist or will exist in the future.
E.Digital subscriber line,ISDN,and other high capacity line services.
Applicant seeks authority to resell and provide facilities-based local exchange and
interexchange services initiallythroughout the State where provided by incumbent LECs,however,
Applicant does not intend to service areas serviced by any LECs which are eligible for a small or rural
carrier exemptionpursuant to Section 251 of the Federal Telecom Act of 1996.
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When iLOKA installs facilities in Idaho,it will probably use the following or a similar
configuration of equipment:iLOKA will provide voice and high speed data services through a
combination of the latest technology switching and transport media comprised of the Lucent
Technology 5 ESS Generic 13 switch module,ADSL/SDSL transport and Intemet service
equipment and the latest Optical multiplexerDAC's configurations.The switching system consists
of a central processing and control complex capable of interconnection as a peer to the incumbent as
well as competitive local exchange companies.The hub portion of the switch will interconnect with
the public switched network on Signaling System 7 ("SS7")or Feature Group D ("FGD")facilities.
The system's remote module capability will allow properties to be served in a manner that provides
the exchange of appropriate signaling,control and calling/callerinformation to the network in
accordance with network standards and specifications.Additionally,these services will be delivered
over a combination of delivery mechanisms through incumbent local carriers'unbundled loop
network,both copper and fiber and transport networks,as well as via iLOKA constructed facilities.
Applicant intends to provide service upon certification and finalization of interconnectionagreements
with the LECs.
Copies of Applicant's Balance Sheets as of December 31,2000 and December 31,2001;
Statement of Operations,Stockholder's Equity &Cash Flow for year ended December 31,2000 and
Income Statement for year ended December 31,2001,Exhibit 3,are being filed in a separately sealed
envelope marked "Confidential and Proprietary".
10.)A map showing where Applicant is proposing to provide service is attached hereto as Exhibit
4.
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11.)A copy of Applicant's illustrative tariff is attached hereto as Exhibit 5.Applicant will file its
proposed tariff establishing its proposed services and charges upon completion of interconnection and
upon receipt of certification by the Commission.
12.)Questions concerning this application and Applicant's tariff should be directed to Applicant's
representative:
Lance J.M.Steinhart
1720 Windward Concourse
Suite 250
Alpharetta,Georgia 30005
[phone] (Telephone)
[phone] (Facsimile)
Customer Complaints and Inquiries are to be addressed to:
Freddi Pennington
4985 Ironton Street
Denver,Colorado 80239
[phone] (Customer Service)
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13.)Applicant has not initiated interconnectionor resale negotiations.
14.)Applicant has reviewed the laws and regulations of this Commission governing local exchange
telecommunications services in Idaho and will provide service in accordance with all laws,rules and
regulations to the extent they are not preempted by the Federal Act.
15.)Applicant will not require advance payments or deposits,therefore,no escrow account is being
filed.
WHEREFORE,iLOKA Inc.d/b/a Microtech-tel,requests that the Idaho Public Utilities
Commission enter an order granting a Certificate of Public Convenience and Necessity authorizing
iLOKA Inc.d/b/a Microtech-tel,to provide resold and facilities-based local exchange
telecommunications services pursuant to Idaho Code Sections 61-526 through -528 and IDAPA
31.01.01.111.
Respectfully submitted this pay of 2002.
ILOKA INC.D/B/A MICROTECH-TEL
By
Lance J.M.Steinhart
Attomey for
ILOKA INC.D/B/A MICROTECH-TEL
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LIST OF EXHIBITS
EXHIBIT 1 CERTIFICATE OF INCORPORATION
EXHIBIT 2 CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
EXHlBIT 3 FINANCIAL INFORMATION
EXHIBIT 4 SERVICE AREA MAP
EXHIBIT 5 ILLUSTRATIVE TARIFF
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EXHIBIT 1 -CERTIFICATE OF INCORPORATION
10
RESTATED CERTIFICATEOF INCORPORATION
OF
ILOKA INC.
FIRST:The name of the corporation (herein referred to as the "Companv")is:iLOKA Inc.
SECOND:The address of the registered office of the Company in the State ofDelawareis1013CentreRoad,in the City of Wilmington,County of New Castle.The name ofitsregisteredagentatsuchaddressisCorporationServiceCompany.
THIRD:The purposes of the Company are to engage in,promote,conduct andcarryonanylawfulactsoractivitiesforwhichcorporationsmaybeorganizedundertheDelawareGeneralCorporationLaw(the "DGCL").
,FOURTH:The total number of shares of stock which the Company shall haveauthoritytoissueisSixtyThreeMillion(63,000,000)shares,of which Sixty Million(60,000,000)shares,par value $0.01 per share,shall be of a class designated as "CommonStock,"and Three Million (3,000,000)shares,par value 50.01 per share,shall be of a classdesignated"Preferred Stock".
The designations,preferences,privileges and powers and relative,participating,optional
or other special rights and qualifications,limitations or restrictions of the above classes of capitalstockshallbeasfollows:
SECTION A
Preferred Stock
1.Definitions
(a)"Board"shall riean the Company's Board of Directors.
(b)"Conversion Price"shall mean the price applicable to the conversion of SeriesAPreferredStockintoCommonStockasdefinedinSection6(b)herein.
(c)"Dividend Rate"shall mean 50.08 per share,which is eight percent (8.0%)of
the Original Issue Price per share per annum for the Series A Preferred Stock.
(d)"Original Issue Date"for any share of the Series A Preferred Stock shall meanthedateonwhichsuchshareoftheSeriesAPreferredStockwasoriginallyissued.
(e)"Original Issue Price"shall mean $1.00 per share for the Series A PreferredStock.
(f)"Qualified Public Offering"shall mean an underwritten public offering ofCommonStockregisteredundertheSecuritiesAct,the aggregate proceeds of which to theCompanyand/or the selling stockholders (if any)exceeds Thirty Million Dollars ($30,000,000)and in which the public offering price per share (before deducting any underwriting fees orsellingcommissions)is not less than two and one-half(2.5)times the Conversion Price per shareoftheSeriesAPreferredStock(as appropriately adjusted for any stock splits,stock dividendsandsimilartransactionsafterthedatehereof).
(g)"Securities Act"shall mean the Securities Act of 1933,as amended.
3 -(h)"Subsidiary"shall mean any corporation at least fifty percent (50%)of whoseoutstandingvotingstockshallatthetimebeowneddirectlyorindirectlybytheCompanyorbyoneormoreSubsidiaries.
2.Designation of Series.Three Million (3,000.000)shares of the Preferred Stock of theCompanyshallconstituteaseriesofPreferredStockdesignatedasSeriesAPreferredStock(the"Series A Preferred Stock").
3.Dividends.
(a)The holders of the then outstanding Series A Preferred Stock shall be entitled"to receive,out of any funds and assets of the Company legally available therefor,annual,non-compounding dividends at the Dividend Rate for the Series A Preferred Stock,which dividendsshallbepayableinaccordancewithparagraph3(b).No dividends (other than those payablesolelyinCommonStock)shall be declared or paid with respect to the Common Stock until allpreviouslyaccumulatedbutunpaiddividendsontheSeriesAPreferredStockshallhavebeenpaidasprovidedherein,and in accordance with paragraph 8(a)(3),only upon the approval of amajorityoftheholdersofthethenoutstandingsharesofSeriesAPreferredStock.SuchdividendsshallaccrueoneachshareofSeriesAPreferredStockfromitsOriginalIssueDate,and shall accrue from day to day,whether or not earned or declared and whether or not thereshallbenetassetsorprofitsoftheCompanylegallyavailableforthepaymentofsuchdividends.Such dividends shall be cumulative so that,if such dividends in respect of any previous orcurrentannualdividendperiod,at the Dividend Rate,shall not have been paid,the deficiencyshallfirstbefully°paid before any dividend or other distribution shall be paid on or declared and
set apart for the Common Stock.Dividends on shares of Series A Preferred Stock shall no longer
accrue upon the earliest to occur of (i)a Qualified Public Offering,(ii)the conversion of suchsharesofSeriesAPreferredStockintoCommonStockor(iii)the redemption of such shares ofSeriesAPreferredStock.Any accumulation of dividends on the Series A Preferred Stock shallnotbearinterest.
(Ë)All accrued and unpaid dividends on shares of Series A Preferred Stock willbepayableincashorinsharesofcapitalstockoftheCompanyattheoptionoftheholderupontheearlierof(i)the consummation of a Liquidation Transaction (as defined in paragraph 4(c)below)and (ii)the seventh (76)anniversary of the Original Issue Date;provided,however,thatsuchaccruedandunpaiddividendsshallnotbepayableuponaLiquidationTransaction,if,inconnectiontherewith,the holders of Series A Preferred Stock will have received an aggregateamountpershareequaltofive(5)times the Original Issue Price (as appropriately adjusted forstockdividends,stock splits and sirnilar transactions),including all accrued and previously paiddividendsandincludinganyamountspaidpursuanttoparagraph4(a).
4.Liquidation Rights.
(a)In the event of any liquidation,dissolution or winding up of the affairs of theompany,whether voluntary or involuntary,after payment or provision for payment of the debtsandotherliabilitiesandobligationsoftheCompany,the holders of each share of Series APreferredStockthenoutstandingshallbeentitledtobepaidoutofthenetassetsoftheCompanyavailablefordistributiontoitsstockholders,before any payment or declaration and setting apartforpaymentofanyamountshallbemadeinrespectoftheCommonStock,an amount equal tothegreaterof(1)the Original Issue Price (as appropriately adjusted for stock splits,stockdividendsandsimilartransactions),plus an amount equal to any accumulated but unpaiddividendsthereon,if any,to and including the date full payment shall be tendered to the holdersoftheSeriesAPreferredStockwithrespecttosuchliquidation,dissolution or winding up,or (2)the amount that such holders would have been payable had such shares been converted,immediately prior to such liquidation,dissolution or winding up,into Common Stock pursuant toparagraph6below(the "Series A Liquidation Preference").If the amount available for suchdistributionisinsufficienttopaythefullSeriesALiquidationPreference,then no amount shall
be distributed to the holders of shares of Common Stock and the assets available for distribution
shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to thefullSeriesALiquidationPreferenceeachholderisotherwiseentitledtoreceive.
(b)After payment in full of the Series A Liquidation Preference,the holders of
shares of Common Stock then outstanding shall be entitled to receive the remaining assets andfundsoftheCompanylegallyavailablefordistributiontothestockholders.
(c).A (i)consolidation or merger of the Company with or into any other entity inwhichtheholdersoftheCompany's outstanding capital stock immediately before such
consolidation or merger do not,immediately after such consolidation or merger,retain stock or
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other equity interests representing,a majority of the voting power of the surviving entity of suchconsolidationormergeror(ii)sale of all or substantially all of the assets of the Company (any oftheforegoingeventsreferredtoinitems(i)or (ii)above are herein referred to as a "Liquidation
Transaction"),shall each be deemed to be a liquidation,dissolution or winding up of tiCompanyasthosetermsareusedinthisparagraph4.Notwithstanding the foregoing,by vote orwrittenconsentoftheholdersofamajoi·ity of the Series A Preferred Stock then outstanding,such holders may elect on behalf of all of the holders of Series A Preferred Stock (A)to waivetherighttotreatanyoftheforegoingeventsasadeemedliquidationor(B)to receive the beneStsoftheprovisionsofparagraph6(i)in lieu of a deemed liquidation pursuant to this paragraph 4,which election shall be binding upon al1holders of Series A Preferred Stock.
(d)On the effective date of any Liquidation Transaction,the Company shall payallcashandotherconsiderationtowhichtheholdersoftheSeriesAPreferredStockshallbeentitledunderthisparagraph4.Upon receipt of such payment,each holder of shares of Series APreferredStockshallsurrenderthecertificateorcertificatesrepresentingsuchshares,duly
endorsed,at the office of the Company or any transfer agent for the Common Stock or Series APreferredStock,or shall notify the Company or such transfer agent that such certificates have
been lost,stolen or destroyed and execute an agreement satisfactory to the Company toindemnifytheCompanyfromanylossincurredbyitinconnectiontherewith,and eachsurrenderedcertificateshallbecancelledandretired.
(e)If any assets of the Company distributed to stockholders in connection with
any liquidation,dissolution,or winding up of the Company are other than cash,then the value of
such assets,if not otherwise fixed by the terms of any agreement governing any such liquidation,
dissolution or winding up of the Company,shall be their fair market value as determined in goodfaithbytheBoard,except that any securities to be distributed to stockholders in a liquidation,
dissolution,or winding up of the Company shall be valued as follows:
(1)The method of valuation of securities not subject to investment letter or
other similar restrictions on free marketability shall be as follows:
(A)if the securities are then traded on a national securities
exchange,the NASDAQ National Market System (or a similar national
quotation system)or the NASDAQSmallCap Market,then the value shall
be deemed to be the average of the closing prices of the securities on-such
exchange or system over the 30-day period ending three (3)days prior to
the distribution;and
(B)if actively traded over-the-counter,then the value shall be
deemed to be the average of the closing bid prices over the 30-day period
.ending three (3)days prior to the closing of such merger,consolidation or
sale;and
(C):if there is no active public market,then the value shall bethefairmarketvaluethereof,as determined in good faith by the Board ofDirectorsoftheCompany(with the consent of at least one Series ADesigneewhichshallnotbeunreasonablywithheld).
(2)The method of valuation of securities subject to investment letter orothersimilarrestrictionsonfreemarketabilityshallbetomakeanappropriatediscountfromthemarketvaluedeterminedasabovein(A),(B)or (C)ofparagraph(1)to reflect the approximate fair market value thereof,as deterninedingoodfaithbytheBoard.
5.Voting Rights.
(a)Series A Preferred Stock.Except as otherwise expressly provided herein or asrequiredbylaw,the holders of each share of Series A Preferred Stock shall be entitled to vote onallmattersuponwhichholdersofCommonStockhavetherighttovote,and with respect to suchvoteshallbeentitledtonoticeofanystockholders'meeting in accordance with the Bylaws of theCompany,and shall be entitled to a number of votes equal to the largest number of full shares ofCommonStockintowhichsuchsharesofSeriesAPreferredStockcouldbeconverted,pursuant
to the provisions of paragraph 6 hereof,at the record date for the determination of stockholdersentitledtovoteonsuchmattersor,if no such record date is established,at the date such vote istakenoranywrittenconsentofstockholdersissolicited.
(b)General.Except as otherwise expressly provided herein or to the extent class
or series voting is otherwise required by law or agreement,the holders of shares of the Series APreferredStockandCommonStockshallvotetogetherasasingleclassandnotasseparate
classes on all matters.
(c)Board Size.The authorized number of directors of the Board of Directorsshallbefive(5).The Company shall not alter the authorized number of directors in itsCertificationofIncorporation,Bylaws or otherwise,without first obtaining the written consent,
or an affirmative vote at a meeting,of the holders of at least a majority of the then outstanding
shares of the Series A Preferred Stock,consenting or voting (as the case may be)separately as a
class.
(d)Election of Directors.The holders of the Series A Preferred Stock,voting as a
separate class,exclusive of all other stockholders,shall be entitled to elect one (1)director of the
Company and to fill any vacancy with respect thereto.The holders of the Common Stock,voting
as a separate class,exclusive of all other stockholders,shall be entitled to elect all remaining
directors and to fill any vacancies with respect thereto.
6.Conversion.
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The holders of the Series A Preferred Stock shall have the followingconversion rights:
(a)Right to Convert.Each share of Series A Preferred Stock shall be convertible,
at the option of the holder thereof,at any time after the date of issuance of such shares,at theofficeoftheCompanyoranytransferagentfortheCommonStockorSeriesAPreferredStock,into fully paid and nonassessable shares of Common Stock,at the Conversion Price (as hereafter
defined)thereforin effect at the time of conversion determined as provided herein.
(b)Conversion Price.Each share of Series A Preferred Stock shall be convertibleintothenumberofsharesofCommonStockthatresultsfromdividingtheOriginalIssuePricebytheConversionPriceapplicabletosuchshare,in effect at the time of conversion.The initial
Conversion Price per share for the Series A Preferred Stock shall be the Original Issue Price for
the Series A Preferred Stock.The Conversion Price shall be subject to adjustment from time totimeasprovidedherein.
(c)Automatic Conversion.Each share of Series A Preferred Stock which remains
outstanding on the closing date (a "Closing Date")for a Qualified Public Offering shall
automatically,and without any action on the part of the holder thereof or the Company,be
converted on the same basis and at the same Conversion Price as if each holder thereof hadproperlyexercisedsuchholder's right to convert on the day preceding the Closing Date;
provided that (1)such conversion shall be effective at the close of business on the Closing Date
and (2)the Company shall have no obligation to issue and deliver to any such holder of Series A
Preferred Stock on such date a certificate for the number of shares of Common Stock to which
such holder shall be entitled until such time as such holder has surrendered such holder's
certificate or certificates for such holder's Series A Preferred Stock,duly endorsed,at the office
of the Company or any transfer agent for the Common Stock or the holder notifies the Company
that such certificates have been lost,stolen or destroyed and executes an agreement satisfactory
to the Company to indemnify the Company from any loss incurred by it in connection therewith.
All rights with respect to shares of Series A Preferred Stock outstanding on the Closing Date
shall forthwith after the Closing Date terminate,except only the right of the holders of such
shares to receive Common Stock upon surrender of their certificates for the Series A Preferred
Stock.
(d)Mechanics of Conversion:Cancellation of Unpaid Dividends.Before any
holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common
Stock,the holder shall surrender the certificate or certiñcates therefor,duly endorsed,at the
office of the Company or of any transfer agent for the Common Stock or Series A Preferred
Stock and shall give written notice by mail,postage prepaid,to the Company at such office that
such holder elects to convert the same and shall state therein the number of shares of Series A
Preferred Stock being converted and the name or names in which the certificate or certificates for
shares of Common Stock are to be issued.Thereupon the Company shall promptly issue and
deliver at such office to such holder of Series A Preferred Stock or to the nominee or nominees
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of such holder a certificate or cer.tificates for the number of shares of Common Stock to whichsuchholdershallbeentitled.
Such conversion shall be deemed to have been made immediately prior to the close ofbusinesson.the date of such surrender of the shares of Series A Preferred Stock to be converted,and the person or persons entitled to receive the shares of Common Stock issuable upon suchconversionshallbetreatedforallpurposesastherecordholderoraccumulatedholdersofsuch
-shares of Common Stock on such date.Upon such conversion,all dividends on converted sharesofSeriesAPreferredStockwillceasetoaccrueandanyaccruedbutunpaiddividendsonsuchsharesshallbecancelled.
(e)Adjustment for Stock Splits and Combinations.If the Company shall at anytimeorfromtimetotimeaftertheOriginalIssueDateeffectasubdivisionoftheoutstandingCommonStock,the Conversion Price then in effect immediately before that subdivision shall beproportionatelydecreased;conversely,if the Company shall at any time or from time to timeaftertheOriginalIssueDatereducetheoutstandingsharesofCommonStockbycombinationorotherwise,the Conversion Price then in effect immediately before the combination shall beproportionatelyincreased.Any adjustment under this paragraph 6(e)shall become effective atthecloseofbusinessonthedatethesubdivisionorcombinationbecomeseffective.
(f)Adjustment for Certain Dividends and Distributions.In the event the
Company at any time or from time to time after the Original Issue Date shall make or issue,orfixarecorddateforthedeterminationofholdersofCommonStockentitledtoreceiveadividend
or other distribution payable in additional shares of Common Stock,then and in each such eventtheConversionPricefortheSeriesAPreferredStockthenineffectshallbedecreasedasofthetimeofsuchissuanceor,in the event such a record date shall have been fixed,as of the close of
business on such record date,by multiplying the Conversion Price for the Series A Preferred
Stock then in effect by a fraction;
(1)the numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date;and
(2)the denominator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date,plus the nurnber of shares of Common Stock
issuable in payment of such dividend or distribution;
provided,however,if such record date shall have been fixed and such dividend is not fully paid
or if such distribution is not fully made on the date fixed therefor,the Conversion Price for the
Series A Preferred Stock shall be recomputed accordingly as of the close of business on such
record date and thereafter the Conversion Price for the Series A Preferred Stock shall be adjusted
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pursuant to this paragraph 6(f).as of the time of actual payment of such dividends ordistributions.
(g)Adjustments for Othèr Dividends and Distributions.In the event theCompanyatanytimeorfromtimetotimeaftertheOriginalIssueDateshallmakeorissue,or-fix a record date for the determination of holders of Common Stock entitled to receive,adividendorotherdistributionpayableinsecuritiesoftheCompanyotherthansharesofCommonStock,then and in each such event provision shall be made so that the holders of Series APreferredStockshallreceiveuponconversionthereofinadditiontothenumberofsharesofCommonStockreceivablethereupon,the amount of securities of the Company that they wouldhavereceivedhadtheirSeriesAPreferredStockbeenconvertedintoCommonStockonthedateofsucheventandhadthereafter,during the period from the date of such event to and includingtheconversiondate,retained such securities receivable by them as aforesaid during such periodgivingapplicationtoalladjustmentscalledforduringsuchperiodunderthisparagraph6withrespecttotherightsoftheholdersoftheSeriesAPreferredStock.
(h)Adiustment for Reclassification.Exchange or Substitution.If the CommonStockissuableupontheconversionoftheSeriesAPreferredStockshallbechangedintothesameordifferentnumberofsharesofanyclassorclassesofstock,whether by capitalreorganization,reclassification or otherwise (other than a subdivision or combination of shares orstockdividendprovidedforabove,or a reorganization,merger,consolidation or sale of assetsprovidedforelsewhereinthisparagraph6),then and in each such event the holder of each shareofSeriesAPreferredStockshallhavetherightthereaftertoconvertsuchshareintothekindandamountsofsharesofstockandothersecuritiesandpropertyreceivableuponsuchreorganization,reclassification or other change,by holders of the numbers of shares of Common Stock intowhichsuchsharesofSeriesAPreferredStockmighthavebeenconvertedimmediatelypriortosuchreorganization,reclassification or change,all subject to further adjustment as providedherein.
(i)Adiustment for Reorganization.Mergers,Consolidations or Sales of Assets.If at any time or from time to time there shall be a capital reorganization of the Common Stock(other than a subdivision,combination,reclassification or exchange of shares provided forelsewhereinthisparagraph6)or a merger or consolidation of the Company with or into anothercorporation,or the sale of all or substantially all the Company's properties and assets to anyotherperson,and if as a part of such reorganization,merger,consolidation or sale,the Series APreferredStockisnotcancelled,exchanged,redeemed or otherwise retired,then provision shallbemadesothattheholdersoftheSeriesAPreferredStockshallthereafterbeentitledtoreceiveuponconversionoftheSeriesAPreferredStockthenumberofsharesofstockorothersecurities
or property,to which a holder of that number of shares of Common Stock deliverable uponconversionoftheSeriesAPreferredStockwould·have been entitled on such capitalreorganization,rierger,consolidation or sale.In any such case,appropriate adjustment shall bemadeintheapplicationoftheprovisionsofthisparagraph6withrespecttotherightsofthe
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holders of the Series A Preferred Stock after the reorganization,merger,consolidation or sale totheendthattheprovisionsofthisparagraph6(includingadjustment of the Conversion Price thenineffectandthenumberofsharespurchasableuponconversionoftheSeriesAPreferredStock)shall be applicable after that event as nearly equivalent as may be practicable.In the event of theoccurrenceofacapitalreorganization,merger or consolidation of the Company or the sale of allorsubstantiallyallitsassetsandpropertiesassucheventsaremorefullysetforthinthisparagraph6(i),the holders of at least a majority of the Series A Preferred Stock shall have theoptionofelecting,on behalf of all of the holders of Series A Preferred Stock,treatment of allsharesofSeriesAPreferredStockundereitherthisparagraph6(i)or paragraph 4 hereof,noticeofwhichelectionshallbesubmittedinwritingtotheCoinpanyatitsprincipalofficenolaterthanten(10)days before the effective date of such event.Such election shall be binding uponallholdersofSeriesAPreferredStock.
(j)Sale of Shares Below Conversion Price.
(1)If at any time or from time to time after the Original Issue Date theCompanyshallissueorsellAdditionalSharesofCommonStock(as hereinafterdefined),other than as a dividend as provided in paragraph 6(f)above,and other thanuponasubdivisionorcombinationofsharesofCommonStockasprovidedinparagraph6(e)above,for a consideratioti per share less than the initial ConversionPricefortheSeriesAPreferredStock,then the Conversion Price then in effect for theSeriesAPreferredStockshallbereducedasoftheopeningofbusinessonthedateofsuchissueorsale,to a price determined as follows:the new Conversion Price shallbedeterminedbymultiplyingtheoldConversionPricebyafraction(A)the
numerator of which shall be (i)the total number of shares of Common Stock issuedandoutstandingimmediatelypriortosuchissueorsale,plus (ii)the total number ofsharesofCommonStockissuableuponconversionofalloutstandingconvertible
shares,options,warrants or other rights to receive shares of Common Stock (the
shares reflected in (i)and (ii),collectively,"Outstanding Stock"),plus (iii)the totalnumberofsharesofCommonStockthattheaggregateconsiderationreceivedbytheCompanyforthetotalnumberofAdditionalSharesofCommonStocksoissued
would purchase at the Conversion Price applicable before this adjustment,and (B)the
denominator of which shall be (i)the total number of shares of Outstanding Stock
immediately prior to such issue or sale,plus (ii)the number of such Additional SharesofCommonStocksoissued.
(2)For the purpose of making any adjustment in the Conversion Price ornumberofsharesofCommonStockpurchasableonconversionofSeriesAPreferred
Stock as provided above,the consideration received by the Cornpany for any issue or
sale of securities shall:
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(A).to the extent it consists of cash,be computed at the net amountofcashreceivedbytheCompanyafterdeductionofanyunderwritingorsimilarcommissions,concessions or compensation paid or allowed by theCompanyinconnectionwithsuchissueorsale;
(B)to the extent it consists of services or property other than cash,be computed at the fair value of such services or property as determined ingoodfaithbytheBoard;and
(C)if Additional Shares of Common Stock,Convertible Securities
(as hereinafter defined),or rights or options to purchase either AdditionalSharesofCommonStockorConvertibleSecuritiesareissuedorsoldtogetherwithotherstockorsecuritiesorotherassetsoftheCompanyforaconsiderationthatcoversboth,be computed as the portion of theconsiderationsoreceivedthatmaybereasonablydeterminedingoodfaithbytheBoardtobeallocabletosuchAdditionalSharesofCommonStock,Convertible Securities,rights or options.
(3)For the purpose of the adjustment provided in subsection (1)of thisparagraph6(j),if at any time or from time to time after the Original Issue Date theCompanyshallissueanywarrants,options or other rights for the purchase of,orstockorothersecuritiesconvertibleinto,Additional Shares of Common Stock(such convertible stock or securities being hereinafter referred to as "Convertible
Securities"),then in each case,if the Effective Price (as hereinafter defined)ofsuchwarrants,options,rights or Convertible Securities shall be less than the thenexistingConversionPricefortheSeriesAPreferredStock,the Company shall bedeemedtohaveissuedatthetimeoftheissuanceofsuchwarrants,options,rights
or Convertible Securities the maximum number of Additional Shares of CommonStockissuableuponexerciseorconversionthereofandtohavereceivedasconsiderationfortheissuanceofsuchsharesanamountequaltothetotalamountoftheconsideration,if any,received by the Company for the issuance of such
warrants,options,rights or Convertible Securities,plus,in the case of such
warrants,options,or rights,the minimum amounts.of consideration,if any,payable to the Company upon exercise or conversion of such warrants,options,orrights.For purposes of the foregoing,"Effective Price"shall mean the quotientdeterminedbydividingthetotalofallsuchconsiderationbysuchmaximum
.number of Additional Shares of Common Stock.No further adjustment of the
Conversion Price adjusted upon the issuance of such warrants,options,rights orConvertibleSecuritiesshallbemadeasaresultoftheactualissuanceof
Additional Shares of Common Stock on the exercise of any such warrants,
oýtions,or rights or the conversion of any such Convertible Securities.-
-11-
If any such warrants,options,or rights or the conversion privilegerepresentedbyanysuchConvertibleSecuritiesshallexpirewithouthavingbeen
exercised,the Conversion Price adjusted upon the issuance of such warrants,options,rights or Convertible Securities shall be readjusted to the ConversionPricethatwouldhavebeenineffecthadanadjustmentbeenmadeonthebasisthattheonlyAdditionalSharesofCommonStocksoissuedweretheAdditionalSharesofCommonStock,if any,actuallyissued or sold on the exercise of such
warrants,options,or rights,or rights of conversion of such Convertible Securities,
and such Additional Shares of Common Stock,if any,were issued or sold for theconsiderationactuallyreceivedbytheCompanyuponsuchexercise,plus the
consideration,if any,actually received by the Company for the granting of all
such warrants,options,and rights,whether or not exercised,plus theconsiderationreceivedforissuingorsellingtheConvertibleSecuritiesactuallyconvertedplustheconsideration,if any,actually received by the Company on the
conversion of such Convertible Securities.
(4)For the purpose of the adjustment provided for in subsection (1)of this
paragraph 6(j),if at any time or from time to time after the Original Issue Date the
Company shall issue any rights or options for the purchase of Convertible
Securities,then in each such case,if the Effective Price thereof is less than the
current Conversion Price,the Company shall be deemed to have issued at the time
of the issuance of such rights or options the maximum number of Additional
Shares of Common Stock issuable upon conversion of the total amount of
Convertible Securities covered by such rights or options and to have received as
consideration for the issuance of such Additional Shares of Common Stock an
amount equal to the amount of consideration,if any,received by the Company for
the issuance of such rights or options,plus the minimum amounts of
consideration,if any,payable .to the Company upon the conversion of such
Convertible Securities.For the purposes of the foregoing,"Effective Price"shall
mean the quotient determined by dividing the total amount of such consideration
by such maximum number of Additional Shares of Common Stock.No further
adjustment of such Conversion Price adjusted upon the issuance of such rights or
options shall be made as a result of the actual issuance of the Convertible
Securities upon the exercise of such rights or options or upon the actual issuance
of Additional Shares of Common Stock upon the conversion of such Convertible
Securities.
The provisions of subsection (3)above for the readjustment of such Conversion
Price upon the expiration of rights or options or the rights of conversion of Convertible
Securities,shall apply mutatis mutandis to the rights,options and Convertible Securities
referred to in this subsection (4).
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(k)Definition.The term "Additional Shares of Common Stock"as used hereinshallmeanallsharesofCommonStockissuedordeemedissuedbytheCompanyaftertheOriginalIssueDate,whether or not subsequently reacquired or retired by the Company,otherthan:
(1)shares of Conimon Stock issued upon conversion of the Series APreferredStock;
(2)up to Twelve Million (12,000,000)shares of Common Stock (asappropriatelyadjustedforallstockdividends,stock splits and similartransactions)issued to employees,officers,directors,consultants or other personsperformingservicesfortheCompany(if issued solely because of any suchperson's status as an officer,director,employee,consultant or other personperformingservicesfortheCompanyandnotaspartofanyofferingoftheCompany's securities)pursuant to any stock option plan,stock purchase plan,management incentive plan,consulting agreement or arrangement or othercontractorundertakingapprovedbytheBoard;
(3)shares of Common Stock issued in connection with a merger,consolidation,acquisition or similar business combination approved by the Board;
(4)shares of Common Stock issued pursuant to any equipment leasing orloanarrangement,or debt financing from a bank or similar financial institutionapprovedbytheBoard;and
(5)shares of Common Stock issued in connection with strategictransactionsinvolvingtheCompanyandotherentities,including joint venture,marketing or distribution arrangements or technology transfer or developmentarrangements,provided that such strategic transactions and the issuance ofsecuritiesthereinhavebeenapprovedbytheBoard.
(1)Certificate of Adiustment.In each case of an adjustment or readjustment oftheConversionPriceforthenumberofsharesofCommonStockorothersecuritiesissuableuponconversionoftheSeriesAPreferedStock,the Company shall compute such adjustment orreadjustmentinaccordanceherewithandprepareacertificateshowingsuchadjustmentorreadjustment,and shall mail such certificate,by first class mail,postage prepaid,to eachregisteredholderoftheSeriesAPreferredStockattheholder's address as shown in theCompany's books.The certificate shall set forth such adjustment or readjustment,showing in
;detail the facts upon which adjustment or readjustment is based including a statement of (1)theconsiderationreceivedortobereceivedbytheCompanyforanyAdditionalSharesofCommonStockissuedorsoldordeemedtohavebeenissuedorsold,(2)the Conversion Price at the timeineffectforeachseriesoftheSeriesAPreferredStockand(3)the number of Additional Shares
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of Common Stock and the type and amount,if any,or other property which at the time would bereceiveduponconversionoftheSeriesAPreferredStock.
(m)Notices of Record Date.In the event of (1)any taking by the Company of arecordoftheholdersofanyclassorseriesofsecuritiesforthepurposeofdeterminingtheholdersthereofwhoareentitledtoreceiveanydividendorotherdistributionor(2)anyreclassificationorrecapitalizationofthecapitalstockoftheCompany,any merger orconsolidationoftheCompany,or any transfer of all or substantially all the assets of theCompanytoanyothercorporation,entity or person,or any voluntary or involuntary dissolution,liquidation or winding up of the affairs of the Company,the Company shall mail to each holderofSeriesAPreferredStockatleastthirty(30)days prior to the record date specified therein,anoticespecifying(A)the date on which any such record is to be taken for the purpose of suchdividendordistribution,(B)the date on which any such reorganization,reclassification,transfer,consolidation,merger,dissolution,liquidation or winding up is expected to become effective and(C)the time,if any is to be fixed,as to when the holders of record of Common Stock (or othersecurities)shall be entitled to exchange their shares of Common Stock (or other securities)forsecuritiesorotherpropertydeliverableuponsuchreorganization,reclassification,transfer,consolidation,merger,dissolution,liquidation or winding up.
(n)Fractional Shares.No fractional shares of Common Stock shall be issueduponconversionofsharesofSeriesAPreferredStock.In lieu of any fractional shares to whichtheholderwouldotherwisebeentitled,the Company shall pay cash equal to the product of suchfractionmultipliedbythefairmarketvalueofoneshareoftheCompany's Common Stock onthedateofconversion,as determined in good faith by the Board.Whether or not fractionalsharesareissuableuponsuchconversionshallbedeterminedonthebasisofthetotalnumberofsharesofSeriesAPreferredStocktheholderisatthetimeconvertingintoCommonStockandthenumberofsharesofCommonStockusableuponsuchaggregateconversion.
(o)Reservation of Stock Issuable Upon Conversion.The Company shall at alltimesreserveandkeepavailableoutofitsauthorizedbutunissuedsharesofCommonStock,solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock,such number of its shares of Common Stock as shall from time to time be suf5cient to effect theconversionofalloutstandingsharesoftheSeriesAPreferredStock.As a condition precedent tothetakingofanyactionwhichwouldcauseanadjustmenttotheConversionPrice,the Companywilltakesuchcorporateactionasmay,in the opinion of its counsel,be necessary to increase itsauthorizedbutunissuedsharesofCommonStocktosuchnumberofsharesasshallbesufficientinorderthatitmayvalidlyandlegallyissuethesharesofitsCommonStockissuablebaseduponsuchadjustedConversionPrice.
(p).Notices.Any notice required by the provisions of this paragraph 6 to be given
to the holder of shares of the Series A Preferred Stock shall be deemed given when received bysuchholderafterthesamehasbeensentbymeansofcertifiedorregisteredmail,return receipt
-14-
requested,postage prepaid,by a r.eputable overnight courier or messenger for hand delivery andaddressedtoeachholderofrecordatsuchholder's address appearing on the books of theCompany.
(q)Pavment of Taxes.The Company will pay all taxes and other governmentalcharges(other than taxes measured by the revenue or income of the holders of the Series APreferredStock)that may be imposed in respect of the issue or delivery of shares of CommonStockuponconversionofthesharesoftheSeriesAPreferredStock.
(r)No Dilution or Impairment.The Company shall not arnend its Certificate ofIncorporationorparticipateinanyreorganization,recapitalization,transfer of assets,consolidation,merger,dissolution,issue or sale of securities or any other voluntary action,forthepurposeofavoidingorseekingtoavoidtheobservanceorperformanceofanyofthetermstobeobservedorperformedunderthisparagraph6bytheCompany,but will at all times in goodfaithassistincarryingoutallsuchactionasmaybereasonablynecessaryorappropriateinordertoprotecttheconversionrightsoftheholdersoftheSeriesAPreferredStockagainstdilutionorotherimpairment.
7.Redemption.
(a)Subject to the terms and conditions of this paragraph 7,to the extent that anyoutstandingsharesofSeriesAPreferredStockhavenotbeenredeemedorconvertedintoCommonStockuponthefifth(56)anniversary of the Original Issue Date,the Company shall,upon receiving at any time thereafter a written request for the redemption of all or part of theSeriesAPreferredStockunderthisparagraph7signedbytheholdersofatleastamajorityofthethenoutstandingsharesofSeriesAPreferredStock(such date upon which the holders of SeriesAPreferredStockprovidenoticetotheCompanyshallbereferredtohereinasthe"RedemptionNoticeDate"),redeem on the date or dates set forth below (the "Redemption Date")such sharesofSeriesAPreferredStockasarespecifiedinsuchwritten·request from any source of fundslegallyavailablethereforattheredemptionpricetherefordescribedinthisparagraph7,until alloutstandingsharesofSeriesAPreferredStockhavebeenredeemed(or converted to CommonStockasprovidedinparagraph6).
(b)Redemption Price.The redemption price for each share of Series A PreferredStockshallbetheOriginalIssuePrice(as appropriately adjusted for stock dividends,stock splitsandsimilartransactions),plus all accrued and unpaid dividends through the date of payment fortheredeemedshares(the "Redemption Price").
(c)Redemption Payment.If on the Redemption Date the funds of the CompanylegallyavailableforredemptionoftheSeriesAPreferredStockshallbeinsufficienttodischargesuchredemptionrequirementinfull.such funds as are so available for such purpose shall be setasideandusedtoredeemasmanysharesaspossible.The shares of Series A Preferred Stockrequiredtoberedeemedbutnotsoredeemedshallremainoutstandingandentitledtoallrights
-15-
and preferences provided herein..As additional funds become available they shall be set asideandappliedtoredeemasmanysharesaspossibleinaccordancewiththisparagraph7onthefirstdayofeachmonthaftertheRedemptionDateuntiltheredemptionrequirementhasbeenfullydischarged.
(d)Redemption Funds.In case of any partial redemption,the shares of Series APreferredStocktoberedeemedshallbeselectedproratasuchthatthereshallberedeemedfromeachholdersurrenderingsharesforredemptioninwholeshares,as nearly as practicable to thenearestshare,that number of shares equal to the product of the number of shares to be redeemedmultipliedbyafraction,the numerator of which is the number of shares held by such holderdividedbythetotalnumberofsharessurrenderedforredemption.Any holder of shares of SeriesAPreferredStockmayrescindtheredemptionwithrespecttoanysharesofSeriesAPreferredStockatanytimeaftertheRedemptionNoticeDateupuntilanyRedemptionClosingDate(asdefinedbelow).
(e)Redemption Notice.At least twenty (20),but no more than sixty (60),dayspriortothedatefixedforanyredemptionofSeriesAPreferredStock(a "Redemption ClosingDate"),written notice (the "Redemption Notice")shall be mailed by the Company,postageprepaid,to each holder of record (at the close of business on the business day next preceding thedayonwhichnoticeisgiven)of the Series A Preferred Stock to be redeemed,at the address lastshownontherecordsoftheCompanyforsuchholderorgivenbytheholdertotheCompanyforthepurposeofnoticeor,if no such address appears or is given,at the place where the principalexecutiveofEceoftheCompanyislocated,notifying such holder of the redemption to beeffected,specifying the subsection hereof under which such redemption is being effected,theRedemptionClosingDate,the applicable Redemption Price,the number of such holder's sharesofSeriesAPreferredStocktoberedeemedandtheplaceatwhichpaymentmaybeobtainedandcallinguponsuchholdertosurrendertotheCompany,in the manner and at the place designated,the certißcate or certificates representing the shares to be redeemed.
(f)Surrender of Certiñcates.On or before each designated Redemption Closing
Date,each holder of Series A Preferred Stock to be redeemed shall (unless such holder has
previously exercised such holder's right to convert such shares of Series A Preferred Stock into
Common Stock as provided in paragraph 6),surrender the certificate(s)representing such sharesofSeriesAPreferredStocktoberedeemedtotheCompany,in the manner and at the place
designated in the Redemption Notice,and thereupon the Redemption Price for such shares shall
be payable to the order of the person whose name appears on such certificate(s)as the owner
thereof,and each surrendered certincate shall be cancelled and retired.If less than all of the
shares represented by such certificate are redeemed,then the Company shall promptly issue a
new certificate representing the unredeemed shares.
(g)Effect of Redemption.Notwithstandingthat the certificates evidencing any of
the shares of Series A Preferred Stock so called for redemption shall not have been surrendered,
-16-
all dividends with respect to such shares shall cease to accrue after the Redemption Closing Date,such shares shall not thereafter be transferred on the Company's books and all rights of theholdersofsuchshares.with respect to sugh shares shaÌI terminate after the Redemption ClosingDate,except only the right of the holders to receive the Redemption Price without interest uponsurrenderoftheircertificate(s)therefor.
8.Restrictions and Limitations.
(a)So long as any shares of Series A Preferred Stock remain outstanding,theCompanyshallnot,and shall not permit any Subsidiary to,without the vote or written consent oftheholdersofatleastamajorityofthethenoutstandingsharesofSeriesAPreferredStockvotingasasingleclass:
(1)Authorize or issue or obligate itself to issue any capital stock senior to
or on a parity with rights and preferences of the Series A Preferred Stock;
(2)Authorize an acquisition of a corporation or business concern,if suchacquisitionwouldinvolveapaymentorothercommitmentbytheCompanyinexcessofTenMillionDollars($10,000,000);or
(3)Declare or pay dividends or make any distributions of cash,property orsecuritiesoftheCompanywithrespecttoanysharesofitsCommonStockoranyothercapitalstockoftheCompanyorrepurchase,redeem or otherwise acquire
any of the outstanding capital stock of the Company,except for (A)therepurchaseofunvestedsharesfromemployees,directors or consultants pursuant
to the terms of agreements providing for the original issuance of such capital
stock (or options to purchase capital stock)or (B)the redemption of the Series APreferredStockpursuanttoandasprovidedinparagraph7.
9.No Reissuance of Preferred Stock.No share or shares of Series A Preferred StockacquiredbytheCompanybyreasonofredemption,purchase,conversion or otherwise shall bereissued,and all such shares shall be cancelled,retired and eliminated from the shares which theCompanyshallbeauthorizedtoissue.
SECTION B
Common Stock
Each share of Common Stock shall have one vote upon all matters to be voted on by the
holders of the Common Stock,and shall be entitled to participate equally in all dividends payablewithrespecttotheCommonStockandtoshareratably,súbject to the rights and preferences ofanyseriesofPreferredStock,in all assets of the Company in the event of any voluntary or
-17-
involuntary liquidation,dissolution or winding up of the affairs of the Company,or upon anydistributionoftheassetsoftheCompany.
FIFTH:The Company is to have perpetual existence.
SIXTH:Stockholders of the Company shall only have those preemptive orpreferentialrightstoacquiresharesorsecuritiesoftheCompanyasarespecificallyprovidedforintheCertificateofIncorporationoftheCompany.
SEVENTH:The private property or assets of the stockholders of the Company shallnottoanyextentwhatsoeverbesubjecttothepaymentofthedebtsoftheCompany.
EIGHTH:Elections of directors need not be by written ballot unless otherwiseprovidedintheBylawsoftheCompany.
NINTH:The number of directors of the Company shall be fixed in the mannerprovidedintheCertificateofIncorporationoftheCompany.None of the directors need be astockholderoraresidentoftheStateofDelaware.
TENTH:No director shall be personally liable to the Company or its stockholdersformonetarydamagesforanybreachoffiduciarydutybysuchdirectorasadirector.Notwithstanding the foregoing sentence,a director shall be liable to the extent provided byapplicablelaw(i)for breach of the director's duty of loyalty to the Company or its stockholders,(ii)for acts or omissions not in good faith or which involve intentionalmisconduct or a knowingviolationoflaw,(iii)pursuant to Section 174 of the DGCL or (iv)for any transaction from whichthedirectordirectlyorindirectlyderivedanimproperpersonalbenefit.All references in thisparagraphtoadirectorshallalsobedeemedtorefertoanyotherpersonwho,pursuant to aprovisionofthecertificateofincorporationinaccordancewithsubsection(2)of Section 141 oftheDGCL,exercises or performs any of the powers or duties otherwise conferred or imposed
upon the board of directors by the DGCL.No amendment to or repeal of this Article TENTHshallapplytoorhaveanyeffectontheliabilityorallegedliabilityofanydirectoroftheCompanyfororwithrespecttoanyactsoromissionsofsuchdirectoroccurringpriortosuch
amendment.
ELEVENTH:The following actions require the approval of each voting group of theCompany's stockholders entitled to vote separately by a majority of all votes entitled to be castbythatvotinggroup:
A.To make,amend,alter or repeal the Certificate of Incorporation of theCompany;
-18-
B.To approve a plan of merger or a plan of share exchange;
C.To approve a transaction involving a sale,lease,exchange or otherdispositionofall,or substantially alL of the Company's property other than in the usual andregularcourseofbusiness;or
D.To approve a proposal to dissolve the Company,or a proposal to revokethedissolutionoftheCompany.
TWELFTH:In furtherance and not in limitation of the rights,powers,privileges anddiscretionaryauthoritygrantedorconferredbytheDGCLorotherstatutesorlawsoftheStateofDelaware,the Board of Directors is expressly authorized:
A.To make,amend,alter or repeal the Bylaws of the Company;
B.To authorize and cause to be executed mortgages and liens upon the realandpersonalpropertyoftheCompany;
C.To set apart out of any funds of the Company available for dividends,a
reserve or reserves for any proper purpose and to reduce any such reserve in the manner in whichitwascreated;and
D.-To adopt from time to time Bylaw provisions with respect to indemnifi-cation of directors,of5cers,employees,agents and other persons as it shall deem expedient andinthebestinterestsoftheCompanyandtotheextentpermittedbylaw.
THIRTEENTH:The books of the Company may be kept (subject to any provisioncontainedinthestatutes)outside the State of Delaware at such place or places as may bedesignatedfromtimetotimebytheBoardofDirectorsorintheBylawsoftheCompany.
FOURTEENTH:The Company reserves the right to amend,alter,change or repealanyprovisionshereincontained,in the manner now or hereafter prescribed by statute,and allrights,powers,privileges and discretionary authority granted or conferred herein uponstockholdersordirectorsaregrantedsubjecttothisreservation.
[Signatures on followingpage]
-19-
IN WITNESS WHEREOF,the'Company has caused this Restated Certificate ofIncorporationtobesignedandexecutedlaitscorporatenameSatishV.K.umar,its President,andattestedtobyAdilH.Khan,its Secretary,who declare,affirm,acknowledge and certify under thepenaltiesofperjury,that this is their free act and deed and that the facts stated herein are true anditscorporatesealtobehereuntoaffixed,as of the g%y of ,-,2000.
San V.kumar,PresiŠt
[ColtPORATE SEA1.)
ATTEST;
Adil H.Khan,Secretary
-20-
EXHIBIT 2 -CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
11
tate of Idaho
L
Office of the Secretary of State
CERTIFICATE OF AUTHORITY
OF
ILOKA INC.
File Number C 144750
I PETE T.CENARRUSA,Secretary of State of the State of Idaho,hereby certify
that an Applicationfor Certificate of Authority,duly executed pursuantto the provisions
of the Idaho Business Corporation Act,has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law,I issue this
Certificate of Authorityto transact business in this State and attach hereto a duplicateof
the applicationfor such certificate.
Dated:19 July 2002
SECRETARY OF STATE
302
APPLICATION FOR CERTIFICATE OF AUTHORITY (For Profit)
(Instructions on Back of Application)
To the Secretary of State of Idaho:
The undersignedCorporationapplies for a Certificate of Authority and states as follows:
(EiLOKAInc1.The name of the corporationis
2.The name which it shall use in Idaho is
3.It is incorporatedunderthe laws of Delaware
4.Its date of incorporationis March 23,2000
5.The address of its principal office is 4985 Ironton Street,Denver,CO 80239
6.The address to which correspondenceshould be addressed,if differentfrom item 5,is
4985 Ironton Street,Denver,CO 80239
7.The street address of its registeredoffice in Idaho is 5527 Kendall St.,Boise,ID 83706
,and its registered agent in Idaho at that address is TCS Corporate Services,Inc.
8.The names and respectivebusiness addresses of its directors and officers are:
Name Office Address
See Attached
Dated:
iLOKA Inc.customer Acct #:
(Corporation name)(if using pre-paidaccount)
Secretary of State use only
By
E IDAHO SECRETARY OF STATE
President
87/19/2002 05:00
Its 9 CK:38898 CT:162057 BH:478859
1 @ 100.89 =100.00 AUTH PRO i 2
(specify capacity of signer),o -----------
e
LIST OF OFFICERS &DIRECTORS OF
iLOKA Inc.
Officers
Satish V.Kumar President,Chief Executive Officer &Secretary
William Marshall Ellison II Sr.Vice President Finance and Operations
and Chief Financial Officer
Directors
Satish V.Kumar
All the above referenced Officers &Directors can be reached at:
4985 Ironton Street,Denver,Colorado 80239
'27 V.a..ED/EFFFeygyg
CERTIFICATE OF ASSUMED BUSINESS NAME
o (Please type or print legibly.See instructions on reverse.)
To the SECRETARY OF STATE,STATE OF IDAHO
Pursuant to Section 53-504,ldaho Code,the undersigned MEgivesnoticeofadoptionofanAssumedBusineššgggeAHO
1.The assumed business name which the undersigned use(s)in the transaction of
business is:
Microtech-tel
2.The true name(s)and business address(es)of the entity or individual(s)doing
business under the assumed business name islare:
Name Complete Address
iLOKA Inc.4985 Ironton Street,Denver,CO 80239
3.The general type of business transacted under the assumed business name is:
(mark only those that apply)
Retail Trade Manufacturing Transportationand Public Utilities
O Wholesale Trade Agriculture Finance,Insurance,and Real Estate
Services Construction Mining
4.The name and address to which future Phone number (optional):
correspondenceshould be addressed:
Angela Janssen Submit Certificate of
1720 Windward Concourse Suite 250 Assumed Business
Name and $20.00 fee to:
Alpharetta GA 30005 Secretary of State
700 West Jefferson
5.Name and address for this acknowledgment Basement West
copy is (if other than #4 above):PO Box 83720
Boise ID 83720-0080
208 334-2301
Secretary of State use only
Signature:
Printed Name:N 7 I HAHo SECRETARY OF STATE07/19/2002 OS:80Capacity:,Sp CK:38898 CT:162657 BH:478059
1 @ 29.98 =28.98 ASSUN NANE 8 4(see instruction #8 on back of form)
EXHIBIT 3 -FINANCIAL INFORMATION
FILED AS CONFIDENTIAL AND PROPRIETARY
12
EXHIBIT 4 -SERVICE AREA MAP
13
EXHIBIT 5 -ILLUSTRATIVE TARIFF
14
ILOKA INC.D/B/A MICRO1ECH-TEL ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 1
RULES,REGULATIONS,AND
SCHEDULE OF RATES AND CHARGES
APPLICABLE TO END USERS
LOCAL EXCHANGE TELECOMMUNICATIONS SERVICES
FURNISHED BY
ILOKA INC.D/B/A MICROTECH-TEL
WITHIN THE STATE OF IDAHO
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROT ECH-TEL inRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 2
TARLF OF C NTFNTS
TABLE OF CONTENTS............................................................1
CHECK SHEET.............................................................2
EXPLANATION OF SYMBOLS...........................................................4
APPLICATION OF TARIFF..............................................................5
1.0 -DEFINITIONS..........................................................6
2.0 -RULES AND REGULATIONS.............................................................10
3.0 -SERVICE AREAS............................................................39
4.0 -SERVICE CHARGES............................................................40
5.0 -NETWORK SERVICE DESCRIPTIONS.........................................................41
6.0 -RESERVED FOR FUTURE USE...........................................................53
7.0 -LOCAL SERVICE PRICES LIST..........................................................54
8.0 -DIRECTORYASSISTANCEAND LISTING SERVICES............................................................63
9.0 -ADVANCED SERVICES............................................................65
10.0 -RESERVED FOR FUTUREUSE..........................................................66
11.0 -MISCELLANEOUS SERVICES...........................................................67
12.0 -EXCHANGE AREAS .........................................................70
13.0 -SPECIALPROMOTIONS /CONTRACT &ICB...............................................................71
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services OriginalPage 3
CHFCK SHFFT
The Title Page and pages listed below are inclusive and effective as of the date shown.Original and revised
pages as named below contain all changes from the original tariff that are in effect on the date shown on
each page.
Page Page Page Page Page
ATnmher Rovician ATiimhor Revision ATiimber Rovision ATiimber Revision NTumber Revision
1 Original 26 Original 51 Original
2 Original 27 Original 52 Original
3 Original 28 Original 53 Original
4 Original 29 Original 54 Original
5 Original 30 Original 55 Original
6 Original 31 Original 56 Original
7 Original 32 Original 57 Original
8 Original 33 Original 58 Original
9 Original 34 Original 59 Original
10 Original 35 Original 60 Original
11 Original 36 Original 61 Original
12 Original 37 Original 62 Original
13 Original 38 Original 63 Original
14 Original 39 Original 64 Original
15 Original 40 Original 65 Original
16 Original 41 Original 66 Original
17 Original 42 Original 67 Original
18 Original 43 Original 68 Original
19 Original 44 Original 69 Original
20 Original 45 Original 70 Original
21 Original 46 Original 71 Original
22 Original 47 Original
23 Original 48 Original
24 Original 49 Original
25 Original 50 Original
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 4
FYPT.ANATION OF SYMROI.S
The following symbols shall be used in this tariff for the purpose indicated below:
(C)To signify changedregulation.
(D)To signify discontinued rate and regulation.
(I)To signify increased rate.
(M)To signify a move in the location of text.
(N)To signify new rate or regulation.
(R)To signify reducedrate.
(S)To signify reissued matter.
(T)To signify a change in text but no change in rate or regulation.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 5
APPLTCATION OF TARTFF
This tariff sets forth the service offerings,rates,terms and conditions applicable to the local exchange
telecommunicationsservices provided by iLOKA Inc.d/b/a Microtech-tel,to customers within the state of
Idaho.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROi tCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 6
SFCTION 1.0 -DFFINITIONS
For the purpose of this tariff,the followingdefinitions will apply:
Access Line -An arrangement which connects the Customer's location to a carrier's switching center or
point of presence.
Account Codes -Optional,Customer-defined digits that allow the Customer to identify the individual user,
department or client associated with a call.Account Codes appearon the Customerbill.
Advance Payment -Part or all of a payment required before the start of service.
Authorized User -A person,firm,corporation,or any other entity authorized by the Customer to
communicate utilizing the Company'sservice.
Business -A class of service provided to individuals engagedin business,firms,partnerships,corporations,
agencies,shops,works,tenants of office buildings,and individuals practicing a profession or operating a
business who have no offices other than their residences and where the use of the service is primarily or
substantially of a business,professional or occupationalnature.
Commission -Idaho Public Utilities Commission.
Company or Carrier -iLOKA Inc.d/b/a Microtech-tel,unless otherwise clearly indicated by the context.
Customer -Theperson,firm,corporation or other entity which orders,cancels,amends or uses service and is
responsiblefor payment of charges and compliancewith the Company's tariff.
Deposit -Refers to a cash or equivalent of cash securityheld as a guaranteefor payment of the charges.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROi tiCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 7
SFCTION 1.0 -DFFINITIONS
DID Trunk -A form of local switched access that provides the ability for an outside party to call an internal
extensiondirectly without the intervention of the Company operator.
Dial Pulse (or "DP")-Thepulse type employed by rotary dial station sets.
Dual Tone Multi-Frequency(or "DTMF")-Thepulse type employed by tone dial station sets.
End User -Any person,firm,corporation,partnership or other entity which uses the services of the
Company under the provisions and regulations of this tariff.The End User is responsible for payment
unless the charges for the services utilized are accepted and paid for by another Customer.
End Office -With respect to each NPA-NXX code prefix assigned to the Company,the location of the
Company's "end office"for purposes of this tariff shall be the point of interconnection associated with that
NPA-NXX code in the Local Exchange Routing Guide ("LERG"),issued by Bellcore.
Hearing Impaired -Those persons with communication impairments,including those hearing impaired,
deaf,deaf/blind,and speech impaired persons who have an impairment that prevents them from
communicating over the telephonewithout the aid of a telecommunicationsdevice for the deaf.
Hunting -Routes a call to an idle station line in a prearranged group when the called station line is busy.
In-Only-A service attribute that restricts outward dial access and routes incoming calls to a designated
answer point.
IXC or Interexchange Carrier -A long distance telecommunicationsservices provider.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 8
SFCTION 1 0 -T)FFINITIONS
LATA -A Local Access and Transport Area established pursuant to the Modification of Final Judgement
enteredby the United States District Court for the District of Columbia in Civil Action No.82-0192;or any
other geographicarea designatedas a LATA in the National Exchange Carrier Association,Inc.Tariff F.C.C.
No.4.
LEC -Local Exchange Company
Minimum Point of Presence ("MPOP")-The main telephonecloset in the Customer'sbuilding.
MonthlyRecurring Charges -The monthly charges to the Customer for services,facilities and equipment,
which continue for the agreedupon duration of the service.
Multi-Frequencyor ("MF")-An inter-machine pulse type used for signaling betweentelephoneswitches,or
between telephoneswitches and PBX/key systems.
Non-Recurring Charge ("NRC")-The initial charge,usually assessed on a one-time basis,to initiate and
establish service.
Other Telephone Company -An Exchange TelephoneCompany,other than the Company.
PBX-Private BranchExchange
Premises -A building or buildings on contiguousproperty.
Recurring Charges -The monthly charges to the Customer for services,facilities and equipment which
continuefor the agreedupon duration of the service.
Residenceor Residential -A class of service furnished to a Customer at a place of dwelling where the actual
or obvious use is for domestic purposes.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO x nCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 9
SFCTION 10 -DFFINTTIONS
Service Commencement Date -The first day following the date on which the Company notifies the
Customer that the requestedservice is available for use,unless extended by the Customer'srefusal to accept
servicewhich does not conform to standards set forth in the Service Order and this tariff,in which case the
Service CommencementDate is the date of the Customer's acceptance.The Company and Customer may
mutually agree on a substitute Service CommencementDate.
Service Order -The written request for services executed by the Customer and the Company in the format
devised by the Company.The signing of an Order by the Customer and acceptance by the Company
initiates the respective obligations of the parties as set forth therein and pursuant to this tariff,but the
duration of the service is calculatedfrom the Service CommencementDate.
Telecommunications Company or Provider -Used throughout this tariff to mean iLOKA Inc.d/b/a
Microtech-tel unless clearly indicated otherwiseby the text.
TBD -To Be Determined.
Two Way -A service attribute that includes outward dial capabilities for outbound calls and can also be
used to carry inbound calls to a central point for further processing.
Usage Based Charges-Charges for minutes or messages traversing over local exchange facilities.
User or End User -A Customer,Joint User,or any other person authorized by a Customer to use service
provider under this tariff.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICRO i tiCH-TEL l ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 10
SFCTION 2.0 -RITI.FS A NO RFGIII.A TIONS
2.1 Undertakingof the Company
2.1.1 Scope
The Company undertakes to furnish communications servicepursuant to the terms of this
tariff in connection with one-way and/or two-way information transmission originating
from points within the State of Idaho,and terminating within a local calling area as defined
herein.
The Company is responsible under this tariff only for the services and facilities provided
hereunder,and it assumes no responsibility for any service provided by any other entity
that purchases access to the Company network in order to originate or terminate its own
services,or to communicatewith its own Customers.
2.1.2 Shortage of Equipment or Facilities
(A)The Company reserves the right to limit or to allocate the use of existing facilities,
or of additional facilities offered by the Company,when necessary because of lack
of facilities,or due to some other cause beyond the Company's control.
(B)The furnishing of service under this tariff is subject to the availability on a
continuing basis of all the necessary facilities and is limited to the capacity of the
Company's facilities as well as facilities the Company may obtain from other
carriers to furnish service from time to time as required at the sole discretion of the
Company.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 11
SFCTION 7.0 -RITI.FS A NO RFGIII,A TIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.3 Terms and Conditions
(A)Service is provided on the basis of a minimum period of at least one month,24
hours per day.For the purpose of computing charges in this tariff,a month is
consideredto have thirty (30)days.
(B)Customers may be required to enter into written serviceorders which shall contain
or referencea specific description of the service ordered,the rates to be charged,the
duration of the services,and the terms and conditions in this tariff.Customers will
also be required to execute any other documents as may be reasonablyrequested
by the Company.
(C)Except as otherwisestated in the tariff,at the expiration of the initial term specified
in each Service Order,or in any extension thereof,serviceshall continue on a month
to month basis at the then current rates unless terminated by either party upon
proper notice.Any termination shall not relieve the Customer of its obligation to
pay any charges incurred under the service order and this tariff prior to
termination.The rights and obligations which by their nature extend beyond the
termination of the term of the service order shall survive such termination.
(D)Service may be terminated upon written notice to the Customer if:
(1)the Customeris using the service in violation of this tariff;or
(2)the Customer is using the servicein violation of the law.
(E)This tariff shall be interpreted and governed by the laws of the State of Idaho
without regard for its choice of laws provision.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 12
SFCTION 21)-RI TI FS A ND RFGT IT A TIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.3 Terms and Conditions,(cont'd.)
(F)Any Other Telephone Company may not interfere with the right of any person or
entity to obtain service directly from the Company.No person or entity shall be
required to make any payment,incur any penalty,monetary or otherwise,or
purchaseany services in order to have the right to obtain service directly from the
Company.
(G)Reservedfor future use.
(H)The Company hereby reserves its rights to establish service packages specific to a
particular Customer.These contracts may or may not be associated with volume
and/or term discounts.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 13
SFCTION 7 0 -RITT.ES A NO REGITT.ATIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.4 Limitations on Liability
(A)The liability of the Company for damages arising out of the furnishing of its
Service,including but not limited to mistakes,omissions,interruption,delay,or
errors,or other defects,representations,or use of these services or damages
arising out of the failure to furnish the service,whether caused by acts or
omission,shall be limited to the extension of allowances for interruption as set
forth in 2.7.The extension of such allowances for interruption shall be the sole
remedy of the Customer and the sole liability of the Company.The Company
will not be liable for any direct,indirect,incidental,special,consequential,lost
profits,exemplary or punitive damages to Customer as a result of any Company
service,equipment or facilities,or the acts or omissions or negligence of the
Company's employees or agents.
(B)The Company's liability for willful misconduct,if established as a result ofjudicialoradministrativeproceedings,is not limited by this tariff.The
Company's liability,if any,with regard to delayed installation of Company
facilities or commencement of service,shall not exceed $1,000.With respect to
any other claim or suit,by a Customer or by any others,for damage associated
with the ordering (including the reservation of any specific number for use with a
service),installation (including delays thereof),provision,termination,
maintenance,repair,interruptionof restoration of any service or facilities offered
under this tariff,and subject to the provisions of Section 2.7,the Company's
liability,if any,shall be limited as providedherein.
(C)The Company shall not be liable for any delay or failure of performance or
equipment due to causes beyond its control,includingbut not limited to:acts of
God,fire,flood,explosion or other catastrophes;and law,order,regulation,
direction,action or request of the United States government or of any other
government,including state and local governments having or claiming
jurisdiction over the Company,or of any department,agency,commission,
bureau,corporation or other instrumentality of any one or more of these federal,
state,or local governments,or of any military authority;preemption of existing
service in compliance with national emergencies;insurrections;riots;wars;
unavailability of rights-of-way or materials,or strikes,lockouts,work stoppages,
or other labor difficulties.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 14
SECTION 7.0 -RI TLFS A NO RFGTTI.A TIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.4 Limitations on Liability (Cont'd.)
(D)The Company shall not be liable for (a)any act or omission of any entity
furnishing the Company or the Company's Customers facilities or equipment
used for or with the services the Company offers;or (b)for the acts or omissionsofcommoncarriersorwarehousemen.Except in 31.41.01 Rule 501,502,and 503oftheIDAPA.
(E)The Company shall not be liable for any damages or losses due to the fault ofnegligenceoftheCustomerorduetothefailureormalfunctionofCustomer-
providedequipment or facilities.
(F)The Customer shall indemnify and hold the Company harmless from any and all
loss,claims,demands,suits,or other action,or any liability whatsoever,whether
suffered,made,instituted,or asserted by any other party or person(s),and for
any loss,damage,or destruction of any property whether owned by the
Customer or others,caused or claimed to have been caused directly or indirectly
by the installation,operation;failure to operate,maintenance,removal,condition,
location,or use of installation providedby the Company.The Company reserves
the right to require each Customer to sign an agreement acknowledging
acceptance of the provisions of this section as a condition precedent to such
installations.
(G)The Company shall not be liable for any defacement of or damage to Customer
premises resulting from the furnishing of services or equipment on such premises
or the installation or removal thereof,unless such defacement or damage is
caused by gross negligence or willful misconduct of the Company's agents or
employees.No agents or employees of other participating carriers shall be
deemed to be agents or employees of the Company.
(H)Notwithstandingthe Customer's obligations,the Company shall be indemnified,
defended,and held harmless by the Customer or by others authorized by it to
use the service against any claim,loss of damage arising from Customer's use of
services furnished under this tariff,including:claims for libel,slander,invasion
of privacy or infringement of copyright arising from the material,data,
information,or other content transmitted via the Company's service;and patent
infringement claims arising from combining or connecting the service offered by
the Company with apparatus and systems of the Customer or others.All other
claims arising out of any act or omission of the Customer or others,in connection
with any service provided by the Company pursuant to this tariff.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services OriginalPage 15
SFCTTON 7.0 -RITI.FS AND RFGIII.A TIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.4 Limitations on Liability (Cont'd.)
(I)The entire liability of the Company for any claim,loss,damage or expense from
any cause whatsoever shall in no event exceed sums actually paid to the
Company by Customer for the specific services giving rise to the claim,and no
such action or preceding against the Company shall be commenced more than
one year after the service is rendered.
(J)The Company makes no warranties or representations,express or implied,including warranties of merchantability or fitness for a particular use,except
those expressly set forth herein.
(K)The Company shall not be liable for any act or omission of any other company or
companies furnishing a portion of the service,or for damages associated with
service,channels,or equipment which it does not furnish,or for damages which
result from the operation of Customer-provided systems,equipment,facilities or
services which are interconnected with Company services.Except in 31.41.01
Rule 501,502,and 503 of the IDAPA.
(L)The Company does not guarantee nor make any warranty with respect to service
installations at locations at which there is present an atmosphere that is
explosive,prone to fire,dangerous or otherwise unsuitable for such installations.
The Customer shall indemnify and hold the Company harmless from any and all
loss,claims,demands,suits or other action,or any liability whatsoever,whether
suffered,made,instituted or asserted by the Customer or by any other party,foranypersonalinjuryto,or death of,any person or persons,or for any loss,
damageor destruction of any property,whether owned by the Customer or
others,caused or claimed to have been caused,directly or indirectly,by the
installation,operation,failure to operate,maintenance,removal,presence,
condition,locations or use of servicefurnished by the Company at such locations.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services OriginalPage 16
SFCTTON 7 n -RITI.FS AND RFCITI.ATIONS (CONT'n)
2.1 Undertakingof the Company,(Cont'd.)
2.1.4 Limitations on Liability (Cont'd.)
(M)With respect to EmergencyNumber 911 Service:
(a)This service is offered solely as an aid in handing assistance calls in
connection with fire,police and other emergencies.The Company is not
responsible for any losses,claims,demands,suits or any liability whatsoever,
whether suffered,made,instituted or asserted by the Customer or by any
other party or person for any personal injury to or death of any person or
persons,and for any loss,damage or destruction of any property,whether
owned by the Customer or others,caused or claimed to have been caused by:
(1)mistakes,omissions,interruptions,delays,errors or other defects in the
provision of this service,or (2)installation,operation,failure to operate,
maintenance,removal,presence,condition,location or use of any equipment
and facilities furnishing this service.
(b)The Company is not responsible for any infringement or invasion of the right
of privacy of any person or persons,caused or claimed to have been caused,
directly or indirectly,by the installation,operation,failure to operate,
maintenance,removal,presence,condition,occasion or use of emergency911
service features and the equipment associated therewith,or by any services
furnished by the Company including,but not limited to,the identification of
the telephone number,address or name associated with the telephone used
by the party or parties accessing emergency 911 service,and which arise out
of the negligence or other wrongful act of the Company,the Customer,its
users,agencies or municipalities,or the employees or agents of any one of
them.
(N)The Company's liability arising from errors or omissions in Directory Listings,
other than charged listing,shall be limited to the amount of actual impairment of
the Customer's service and in no event shall exceed one-half the amount of the
fixed monthly charges applicable to exchange service affected during the period
covered by the directory in which the error or omission occurs.In cases of
charged Directory Listings,the liability of the Company shall be limited to an
amount not exceeding the amount of charges for the charged listings involved
during the period covered by the directory in which the error or omission occurs.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROitiCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 17
SECTION 2.0 -RIILFS ANT3 RFGITI ATIONS (CONT'T3
2.1 Undertakingof the Company,(Cont'd.)
2.1.4 Limitations on Liability (Cont'd.)
(O)When a Customer with a non-published telephone number,as defined herein,
places a call to the Emergency 911 Service,the Company will release the name
and address of the calling party,where such information can be determined,to
the appropriate local governmental authority responsible for the Emergency911
Service,upon request of such governmental authority.By subscribing to service
under this tariff Customer acknowledges and agrees with the release of
information as described above.
(P)The included tariff languagedoes not constitute a determination by the
Commission that a limitation of liability imposed by the Company should be
upheld in a court of law.Acceptance for filing by the Commission recognizes
that it is a court's responsibility to adjudicate negligence and consequential
damage claims.It is also the court's responsibility to determine the validity of
the exculpatory clause.
2.1.5 Notification of Service-Affecting Activities
The Company will provide the Customer reasonable notification of service-affectingactivitiesthatmayoccurinnormaloperationofitsbusiness.Such activities may include,
but are not limited to,equipment or facilities additions,removals or rearrangementsand
routine preventative maintenance.Generally,such activities are not specific to an
individual Customerbut affect many Customers'services.No specific advancenotification
period is applicable to all service activities.The Company will work cooperatively with theCustomertodeterminethereasonablenotificationrequirements.With some emergencyorunplannedservice-affecting conditions,such as an outage resulting from cable damage,notification to the Customermay not be possible.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL '1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 18
SFCTION 2.0 -RITI.FS AND RFGIII.ATTONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.6 Provision of Equipment and Facilities
(A)The Company shall use reasonable efforts to maintain only the facilities and
equipment that it furnishes to the Customer.The Customer may not nor may the
Customer permit others to rearrange,disconnect,remove,attempt to repair,orotherwiseinterferewithanyofthefacilitiesorequipmentinstalledbythe
Company,except upon the written consent of the Company.
(B)The Company may substitute,change or rearrange any equipment or facility at any
time and from time to time,but shall not thereby alter the technical parametersof
the service provided by the Customer.
(C)Equipment the Company provides or installs at the Customer Premises for use in
connectionwith the services the Company offers shall not be used for any purpose
other than that for which the equipment is provided.
(D)Except as otherwise indicated,Customer provided station equipment at the
Customer'spremises for use in connection with the service shall be so constructed,
maintained and operated as to work satisfactorily with the facilities of the
Company.
(E)The Company shall not be responsible for the installation,operation,or
maintenanceof any Customer provided communications equipment.Where such
equipment is connected to the facilities furnished pursuant to this tariff,the
responsibility of the Company shall be limited to the furnishing of facilities offered
under this tariff and to the maintenanceand operation of such facilities.Subject to
this responsibility,the Company shall not be responsiblefor:
(1)the through transmission of signals by Customer provided equipment or
for the quality of,or defects in,such transmission;or
(2)the receptionof signals by Customer-provided equipment;or
(3)network control signaling where such signaling is performed by Customer-
provided network control signaling equipment.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 19
SFCTION >0 -RI TI.FS A NO RFCI TI.A TIONS (CONT'n)
2.1 Undertakingof the Company,(Cont'd.)
2.1.7 Non-Routine Installation
At the Customer's request,installation and/or maintenancemay be performed outside the
Company's regular business hours or in hazardous locations.In such cases,charges based
on cost of the actual labor,material,or other costs incurred by or charged to the Company
will apply.If installation is started during regular business hours but,at the Customer's
request,extends beyond regular business hours into time periods including,but not limited
to,weekends,holidays,and/or night hours,additional charges may apply.
2.1.8 Special Construction
Subject to the agreement of the Company and to all of the regulations contained in this
tariff,special construction or facilities may be undertaken on a reasonable effortsbasis at the
request of the Customer.Special construction is construction undertaken:
(A)where facilities are not presently available,and there is no other requirement for the
facilities so constructed;
(B)of a type other than that which the Company would normally utilize in the
furnishing of its services;
(C)over a route other than that which the Company would normally utilize in the
furnishing of its services;
(D)in a quantity greater than that which the company would normally construct;
(E)on an expedited basis;
(F)on a temporary basis until permanentfacilities are available;
(G)involvingabnormal costs;or
(H)in advanceof its normal construction.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1tiCH-TEL BRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 20
SFCTION 2 0 -RITI.FS AND RFGTTI.ATIONS (CONT'D)
2.1 Undertakingof the Company,(Cont'd.)
2.1.9 Ownership of Facilities
Title to all facilities provided in accordance with this tariff remains in the Company,its
partners,agents,contractors or suppliers.
2.2 Prohibited Uses
2.2.1 The services the Company offers shall not be used for any unlawful purpose or for any use
as to which the Customer has not obtained all required governmental approvals,
authorizations,licenses,consents and permits.
2.2.2 The Company may require applicants for service who intend to use the Company's
offerings for resale and/or for shared use to file a letter with the Company confirming that
their use of the Company's offerings complies with relevant laws and the Idaho
Commission'sregulations,policies,orders,and decisions.
2.2.3 The Company may block any signals being transmitted over its Network by Customers
which cause interference to the Company or other users.Customer shall be relieved of all
obligations to make payments for charges relating to any blocked Service and shall
indemnify the Company for any claim,judgment or liability resulting from such blockage.
2.2.4 A Customer,joint user,or authorized user may not assign,or transfer in any manner,the
service or any rights associated with the service without the written consent of the
Company.The Company will permit a Customer to transfer its existing service to another
entity if the existing Customer has paid all charges owed to the Company for regulated
communications services.Such a transfer will be treated as a disconnection of existing
service and installation of new service,and non-recurring installation charges as stated in
this tariff will apply.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROi BCH-TEL MRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 21
SFCTION 2.0 -RITI.FS AND RFGIIT.ATIONS (CONT'D)
2.3 Obligations of the Customer
2.3.1 General
The Customer shall be responsiblefor:
(A)the payment of all applicablecharges pursuant to this tariff;
(B)damage to or loss of the Company's facilities or equipment caused by the acts or
omissions of the Customer;or the noncompliance by the Customer,with these
regulations;or by fire or theft or other casualty on the Customer Premises,unless
caused by the negligence or willful misconduct of the employees or agents of the
Company;
(C)providingat no charge,as specifiedfrom time to time by the Company,any needed
equipment,space and power to operate Company facilities and equipment
installed on the premises of the Customer,and the level of heating and air
conditioning necessary to maintain the proper operating environment on such
premises;
(D)obtaining,maintaining,and otherwise having full responsibility for all rights-of-
way and conduit necessary for installation of fiber optic cable and associated
equipment used to provide Communications Services to the Customer from the
cable building entrance or property line to the location of the equipment space
describedin Section 2.3.1(C).Any and all costs associated with the obtaining and
maintaining the rights-of-way describedherein,including the costs of altering the
structure to permit installation of the Company provided facilities,shall be borne
entirely by,or may be chargedby the Company,to the Customer.The Company
may require the Customer to demonstrate its compliance with this section prior to
accepting an order for service.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL '1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 22
SFCTION 7.0 -R I TI.FS A ND R FGI II.A TTONS (CONT'D)
2.3 Obligations of the Customer
2.3.1 General (cont'd.)
(E)providing a safe place to work and complying with all laws and regulations
regarding the working conditions on the premises at which Company employees
and agents shall be installing or maintaining the Company's facilities and
equipment.The Customer may be required to install and maintain Company
facilities and equipment within a hazardous area if,in the Company's opinion,
injury or damage to the Company employees or property might result from
installation or maintenanceby the Company.The Customer shall be responsible
for identifying,monitoring,removing and disposing of any hazardous material
(e.g.,friable asbestos)prior to any constructionor installation work;
(F)complying with all laws and regulations applicable to,and obtaining all consents,
approvals,licenses and permits as may be required with respect to,the location of
Company facilities and equipment in an Customer premises or the rights-of-way
for which Customeris responsible under Section 2.3.1(D);and granting or obtaining
permission for Company agents or employees to enter the premises of the
Customer at any time for the purpose of installing,inspecting,maintaining,
repairing,or upon termination of serviceas stated herein,removing the facilities or
equipment of the Company;
(G)not creating or allowing to be placed any liens or other encumbrances on the
Company'sequipment or facilities;and
(H)making Company facilities and equipment available periodically for maintenance
purposes at a time agreeable to both the Company and the Customer.No
allowance will be made for the period during which serviceis interrupted for such
purposes.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROi BCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 23
SFCTION 7.0 -RITI.FS A NO RFCITT.A TTONS (CONT'D)
2.3 Obligations of the Customer (Cont'd.)
2.3.2 Liability of the Customer
(A)The Customerwill be liable for damages to the facilities of the Company and for all
incidental and consequentialdamages caused by the negligent or intentional acts or
omissions of the Customer,its officers,employees,agents,invites,or contractors
where such acts or omissions are not the direct result of the Company'snegligence
or intentional misconduct.
(B)To the extent caused by any negligent or intentional act of the Customer as
described in (A),preceding,the Customer shall indemnify,defend and hold
harmless the Company from and against all claims,actions,damages,liabilities,
costs and expenses,including reasonable attorneys'fees,for (1)any loss,
destruction or damage to property of any third party,and (2)any liability incurred
by the Company to any third party pursuant to this or any other tariff of the
Company,or otherwise,for any interruption of,interference to,or other defect in
any serviceprovided by the Company to such third party.
(C)The Customer shall not assert any claim against any other Customer or user of the
Company's services for damages resulting in whole or in party from or arising in
connectionwith the furnishing of serviceunder this tariff including but not limited
to mistakes,omissions,interruptions,delays,errors or other defects or
misrepresentations,whether or not such other Customer or user contributed in any
way to the occurrence of the damages,unless such damages were caused solely by
the negligent to intentional act or omission of the other Customer or user and not
by any act or omission of the Company.Nothingin this tariff is intended either to
limit or to expand Customer's right to assert any claims against third parties for
damages of any nature other than those describedin the preceding sentence.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 24
SFCTION70-RITI.FR AND RFCIII.ATIONS (CONT'n)
2.4 Customer Equipment and Channels
2.4.1 General
A user may transmit or receiveinformation or signals via the facilities of the Company.The
Company's services are designatedprimarily for the transmission of voice-gradetelephonic
signals,except as otherwise stated in this tariff.A user may transmit any form of signal that
is compatible with the Company's equipment,but the Company does not guaranteethat its
services will be suitable for purposes other than voice-grade telephonic communication
except as specifically stated in this tariff.
2.4.2 Station Equipment
(A)Terminal equipment of the user's premises and the electric power consumed by
such equipment shall be provided by and maintained at the expense of the user.
The user is responsiblefor the provision of wiring or cable to connect its terminal
equipment to the Company MPOP.
(B)The Customer is responsible for ensuring that Customer-provided equipment
connected to Company equipment and facilities is compatible with such equipment
and facilities.The magnitude and character of the voltages and currents impressed
on Company-provided equipment and wiring by connection,operation,or
maintenanceof such equipment and wiring shall be such as not to cause damageto
the Company-provided equipment and wiring or injury to the Company's
employees or to other persons.Any additional protective equipment required to
prevent such damage or injury shall be provided by the Company at the
Customer'sexpense,subject to prior Customer approval of the equipment expense.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO i ßCH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 25
SFCTION 10 -RI II.FS A NO R FGI IL A TTONS (CONT'D)
2.4 Customer Equipment and Channels (Cont'd.)
2.4.3 Interconnection of Facilities
(A)Local Traffic Exchange provides the abilityfor another local exchange provider to terminate
local traffic on the Company's network.In order to qualify for Local Traffic Exchange the
call must:(a)be originated by an end user of a company that is authorized by the
Commission to provide local exchange service;(b)originate and terminate within a local
calling area of the Company.
(B)Any special interface equipment necessary to achieve compatibility between the facilities
and equipment of the Company used for furnishing Communications Services and the
channels,facilities,or equipment of others shall be provided at the Customer'sexpense.
(C)Communications Services may be connected to the services or facilities of other
communications carriers only when authorized by,and in accordance with,the terms and
conditions of the tariffs of the other communications carriers which are applicable to such
connections.
(D)Facilities furnished under this tariff may be connected to Customer provided terminal
equipment in accordance with the provisions of this tariff.All such terminal equipment
shall be registeredby the FederalCommunications Commissionpursuant to Part 68 of Title
47,Code of Federal Regulations;and all user-provided wiring shall be installed and
maintained in compliancewith those regulations.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROiñCH-TEL MRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 26
SFCTION 7.0 -RITI.FS AND RFGIII.ATIONS (CONT'D)
2.4 Customer Equipment and Channels (Cont'd.)
2.4.4 Inspections
(A)Upon suitable notification to the Customer,and at a reasonable time,the Company
may make such tests and inspections as may be necessary to determine that the
Customer is complying with the requirements set forth in Section 2.4.2(B)for the
installation,operation,and maintenance of Customer-provided facilities,
equipment,and wiring in the connection of Customer-provided facilities and
equipment to Company-owned facilities and equipment.
(B)If the protective requirements for Customer-provided equipment are not being
complied with,the Company may take such action as it deems necessary to protect
its facilities,equipment,and personnel.The Company will notify the Customer
promptly if there is any need for further corrective action.Within ten days of
receiving this notice,the Customer must take this corrective action and notify the
Company of the action taken.If the Customer fails to do this,the Company may
take whatever additional action is deemednecessary,including the suspension of
service,to protect its facilities,equipment and personnel from harm.
(C)If harm to the Company's network,personnel or services is imminent,the
Company reserves the right to shut down Customer's serviceimmediately,with no
prior notice required.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 27
SFCTTON 2 0 -RITI FS ANO RFGULATTONS (CONT'D)
2.5 Customer Deposits and Advance Payments
2.5.1 Advance Payments
Reservedfor future use.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 28
SECTION 2.0 -RITI,FS AND REGIII.ATIONS (CONT'D)
2.5 Customer Deposits and Advance Payments (Cont'd.)
2.5.2 Deposits
Reservedfor future use.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL '1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage29
SFCTION7.0 -RITI.FS AND RFCIILATIONS (CONT'n)
2.6 Payment Arrangements
2.6.1 Payment for Services
The Customer is responsible for the payment of all charges for facilities and servicesfurnishedbytheCompanytotheCustomer.
The Customer is responsible for the payment of federal excise taxes,state and local salesandusetaxesandsimilartaxesimposedbygovernmentaljurisdictions,all of which shall beseparatelydesignatedontheCompany'sinvoices.Any taxes imposed by a local jurisdiction
(e.g.,county and municipal)will only be recovered from those Customers residing in theaffectedjurisdictions.
2.6.2 Billing and Collection of Charges
The Customer is responsiblefor payment of all charges incurred by the Customer or other
users for services and facilities furnished to the Customerby the Company.
(A)Non-recurring charges are due and payable within thirty (30)days after the date
the invoice is mailed to the Customerby the Company.
(B)The Company shall present invoices for recurring charges monthly to the
Customer,in advance of the month in which service is provided,and recurring
charges shall be due and payablewithin thirty (30)days after the date the invoice is
mailed to the Customer by the Company.When billing is based upon Customer
usage,usage charges will be billed monthly for the preceding billing period.
(C)When service does not begin on the first day of the billing period,or end of the last
day of the billing period,the charge for the fraction of the month in which service
was furnished will be calculated on a pro rata basis.For this purpose,every month
is consideredto have thirty (30)days.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICRO1ECH-TEL 'IARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 30
SFCTION 7.0 -RITI.FS A NO RFGIII.A TIONS (CONT'D)
2.6 Payment Arrangements (Cont'd.)
2.6.2 Billing and Collection of Charges(Cont'd.)
(D)Billingof the Customer by the Company will begin on the Service Commencement
Date,which is the day on which the Company notifies the Customer that the
service or facility is available for use,except that the Service CommencementDate
may be postponed by mutual agreementof the parties,or if the service or facility
does not conform to standards set forth in this tariff or the Service Order.Billing
accrues through and includes the day that the service,circuit,arrangement or
componentis discontinued.
(E)If any portion of the payment is not received by the Company within 30 days of
receipt of this bill,or if any portion of the payment is receivedby the Company in
funds which are not immediately availableupon presentment,then a late payment
charge of 1.5%per month shall be due to the Company.A late payment charge is
not applicable to subsequent rebilling of any amount to which a late payment
charge has already been applied.Late payment charges are to be applied without
discrimination.
(F)the Customer should notify the Company of any disputed items on an invoice
within sixty (60)days of receipt of the invoice.If the Customer and the Company
are unable to resolvethe dispute to their mutual satisfaction,the Customermay file
a complaint with the Commission in accordance with the Commission'srules and
procedure.The address of the Commission is as follows:
Idaho Public Utilities Commission
472 West WashingtonStreet
Boise,Idaho 83702
The date of the dispute shall be the date the Company receivessufficient
documentation to enable it to investigate the dispute.The date of the resolution
is the date the Company completes its investigation and notifies the Customer of
the disposition of the dispute.
(G)If service is disconnected by the Company (in accordance with Section 2.6.3
following)and later re-installed,re-installation of service will be subject to all
applicable installation charges.If service is suspended by the Company (in
accordance with Section 2.6.3 following)and later restored,restoration of servicewillbesubjecttotheratesinSection4.3.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.DIB/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 31
SFCTION 2.0 -RITI.FS AND RFGIII.A TIONS (CONT'D)
2.6 Payment Arrangements (Cont'd.)
2.6.3 Discontinuance of Service for Cause
The Company may discontinue service for the following reasons provided in this Section
2.6.3.Customers will be provided ten (10)days written notice prior to discontinuance
unless otherwise indicated.Notice will be provided via First Class U.S.Mail.
Upon the Company's discontinuanceof service to the Customer under Section 2.6.3(A)or
2.6.3(B),the Company,in addition to all other remedies that may be available to the
Company at law or in equity or under any other provision of this tariff,may declare all
future monthly and other charges which would havebeen payableby the Customer during
the remainder of the term for which such services would have otherwise been provided to
the Customer to be immediately due and payable.
(A)Upon nonpayment of any amounts owing to the Company,the Company may
discontinue or suspend service without incurring any liability.Company will
comply with the TelephoneCustomer Relations Rule.
(B)Upon violation of any of the other material terms or conditions for furnishing
service the Company may,discontinue or suspend service without incurring any
liability if such violation continues during that period.
(C)Upon condemnation of any material portion of the facilities used by the Company
to provide service to a Customer or if a casualty renders all or any material portion
of such facilities inoperable beyond feasible repair,the Company,by notice to the
Customer,may discontinue or suspend servicewithout incurring any liability.
(D)Upon the Customer'sinsolvency,assignment for the benefit of creditors,filing for
bankruptcy or reorganization,or failing to dischargean involuntarypetition within
the time permitted by law,the Company may immediately discontinue or suspend
service without incurring any liability.Company will comply with Federal
Bankruptcy law and rules.
(E)Upon any governmental prohibition or governmental required alteration of the
services to be provided or any violation of an applicable law or regulation,the
Company may immediately discontinue service without incurring any liability.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 'IARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage32
SFCTION 10 -RTILES AND RFGIII.ATTONS,(CONTINITED)
2.6 Payment Arrangements,(Continued)
2.6.3 Discontinuance of Servicefor Cause (Cont'd)
(F)Without notice in the event of fraudulent use of the Company's network.TheCustomerwillbeliableforallrelatedcosts.The Customer will also be responsibleforpaymentofanyreconnectioncharges.
(G)Without notice in the event of Customer use of equipment or services in such a
manner as to adversely affect the Company's serviceto others.
(H)Without notice in the event of tampering with the equipment or services furnished by
the Company.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,PresidentiLOKAInc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage33
SFCTION 2 0 -RITI.FS AND RFGIII.ATIONS,(CONTINITFD)
2.6 Payment Arrangements,(Continued)
2.6.4 Notice to Company for Cancellation of Service
Customers desiring to terminate service shall provide the Company thirty (30)days notice
of desire to terminate service.If special construction is involved,the required notice shall bewritten.
2.6.5 Cancellation of Application for Service
(A)Where the Company permits the Customer to cancel an application for serviceprior
to the start of service or prior to any special construction,no charges will be imposed
except for those specifiedbelow.
(B)Where,prior to cancellation by the Customer,the Company incurs any expenses in
installing the service or in preparing to install the servicethat it otherwise would nothaveincurred,a charge equal to the costs the Company incurred,less net salvage,
shall apply,but in no case shall this charge exceed the sum of the charge for the
minimum period of services ordered,including installation charges,and all charges
others levy against the Company that would have been chargeableto the Customer
had servicebegun.
(C)Where the Company incurs any expense in connection with special construction,or
where special arrangements of facilities or equipment have begun,before the
Company receives a cancellationnotice,a charge equal to the costs incurred,less net
salvage,may apply.In such cases,the charge will be based on such elements as the
cost of the equipment,facilities,and material,the cost of installation,engineering,
labor,and supervision,general and administrative expense,other disbursements,
depreciation,maintenance,taxes,provision for return on investment,and any other
costs associated with the special constructionor arrangements.
(D)The special charges described in 2.6.5(A)through 2.6.5(C)will be calculated and
applied on a case-by-case basis.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage34
SFCTION 7.0-RITI.FS AND RFGIII.ATIONS (CONTINITFD)
2.6 Payment Arrangements,(Continued)
2.6.6 Changes in ServicesRequested
If the Customer makes or requests material changes in circuit engineering,equipment
specifications,serviceparameters,premises locations,or otherwise materially modifies anyprovisionoftheapplicationforservice,the Customer's installation fee shall be adjustedaccordingly.
2.6.7 Bad Check Charge
A service charge of $20.00 will be assessed for all checks returned by a bank or otherfinancialinstitutionfor:Insufficient or uncollected funds,closed account,apparent
tampering,missing signature or endorsement,or any other insufficiency or discrepancy
necessitating return of the instrument at the discretion of the drawee bank or other financialinstitution.
2.7 Allowances for Interruptionsin Service
2.7.1 General
Credit for Interruptions:When the use of service or facilities furnished by the Company isinterruptedduetoanycauseotherthanthenegligenceorwillfulactoftheCustomer,or
the operation or failure of the facilities or equipment provided by the Customer,pursuant
to IDAPA 31.41.01 Rules 502 and 503 subject to interruptionwill be allowed for the
service and facilities rendered useless and inoperative by reason of the interruption,
whenever said interruptioncontinues for a period of 24 hours or more from the time theinterruptionisreportedtoorknowntoexistbytheCompany,except as otherwise
specified in the Company's tariffs.If the Customer reports a service,facility or circuit to
be inoperative but declines to release it for testing and repair,it is considered to be
impaired,but not interrupted.
For calculating credit allowances,every month is considered to have 30 days.A credit
allowance is applied pursuant to IDAPA 31.41.01 Rules 502 and 503 based on the rates
specified hereunder for Local Line or Local Trunk Serviceand is dependent upon the
length of the interruption.Only those facilities on the interrupted portion of the circuit
will receivea credit.Credit allowances for service outages that exceed 24 hours in
duration will be rounded up at the next whole 24 hours.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROißCH-TEL '1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage35
SFCTION 2 0 -RITI.FS AND RFGIII.ATIONS (CONTINITFTN
2.7 Allowances for Interruptionsin Service,(Continued)
2.7.1 General (Continued)
(C)If the Customer reports a service,facility or circuit to be interrupted but declines to
release it for testing and repair,or refuses access to its premises for test and repair by
the Company,the service,facility or circuit is considered to be impaired but notinterrupted.No credit allowances will be made for a service,facility or circuitconsideredbytheCompanytobeimpaired.
(D)The Customer shall be responsiblefor the payment of service charges as set forth
herein for visits by the Company's agents or employees to the premises of theCustomerwhentheservicedifficultyortroublereportresultsfromtheuseofequipmentorfacilitiesprovidedbyanypartyotherthantheCompany,including but
not limited to the Customer.
2.7.2 Limitations of Allowances
No credit allowancewill be made for any interruption in service:
(A)interruptions due to the negligence of,or noncompliance with the provisions of thistariffby,the Customer,Authorized User,Joint-User,or other common carrierprovidingserviceconnectedtotheserviceofCompany;
(B)interruptions due to the negligence of any person other than the Company
including,but not limited to,the Customer connected to the Company's facilities;
(C)interruptions due to the failure or malfunction of non-Company equipment;
(D)interruptions of service during any period in which the Company is not given fullandfreeaccesstoitsfacilitiesandequipmentforthepurposeofinvestigatingandcorrectinginterruptions;
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.DIB/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 36
SFCTION 2.0 -RITI.ES AND RFGIII.ATIONS,(CONTINITFD)
2.7 Allowances for Interruptionsin Service,(Continued)
2.7.2 Limitations of Allowances (Cont'd)
(E)interruptions of serviceduring a period in which the Customer continues to use the
serviceon an impaired basis;
(F)interruptions of service during any period when the Customer has released service
to the Company for maintenance purposes or for implementation of a Customer
order for a change in service arrangements;
(G)interruption of service due to circumstances or causes beyond the control of the
Company.
2.7.3 Use of Another Means of Communications
If the Customer elects to use another means of communications during the period of
interruption,the Customermust pay the charges for the alternative serviceused.
2.8 Cancellation of Service/Termination Liability
If a Customer cancels a service order or terminatesservices before the completion of the term for any
reason other than a service interruption (as defined in Section 2.7.1)or where the Companybreaches
the terms in the service contract,Customer may be requestedby the Company to pay to Company
termination liability charges,which are defined below.These charges shall become due and owing
as of the effective date of the cancellationor termination and be payable within the period set forth
in Section 2.6.2.
2.8.1 Termination Liability
Customer'stermination liability for cancellationof serviceshall be equal to:
(A)all unpaid non-recurring charges reasonably expended by Company to establish
service to Customer,plus;
(B)any disconnection,early cancellation or termination charges reasonablyincurred and
paid to third partiesby Company on behalf of Customer,plus;
(C)all recurring charges specified in the applicable Service Order for the balance of the
then current term discountedat the prime rate announcedin the Wall Street Journal on
the third business day following the date of cancellation;
(D)minus a reasonable allowance for costs avoided by the Company as a direct result of
Customer'scancellation.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage37
SFCTION 2.0 -RITI.FS ANO RFGIII.A TIONS.(CONTINTIFD)
2.9 Transfers and Assignments
Neither the Company nor the Customermay assign or transferits rights or duties in connectionwith
the services and facilities provided by the Company without the written consent of the other party,
e×cept that the Company may assign its rights an duties to a)any subsidiary,parent company oraffiliateoftheCompany;b)pursuant to any sale or transfer of substantially all the assets of theCompany;or c)pursuant to any financing,merger or reorganization of the Company.
2.10 Flexible Pricing
Notice to Customers of rate changes shall be made in accordance with Idaho Code 62-606.Wheretherearenoregulations,notification will be made in a manner appropriate to the circumstances
involved.A Customer can request that the Company disconnect service that is provided under
the Flexible Pricing due to a price increase.The customer will be credited for the difference
between the new price and the old price retroactive to the effective date of the price increase if the
customer notifies the Company of its desire to disconnect service within 20 days of receivingnotificationofthepriceincrease.
2.11 Reservedfor Future Use
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage38
SFCTION 2 0 -RITI.FS AND RFCITLATTONS,(CONTINITFD)
2.12 Notices and Communications
2.12.2 The Customer shall designate on the serviceorder an address to which the Company shallmailordeliverallnoticesandothercommunications,except that Customer may also
designate a separate address to which the Company's bills for serviceshall be mailed.
2.12.3 The Company shall designate on the service order an address to which the Customer shallmailordeliverallnoticesandothercommunications,except that Company may designate
a separate address on each bill for service to which the Customer shall mail payment on
that bill.
2.12.4 Except as otherwise stated in this tariff,all notices or other communications required to begivenpursuanttothistariffwillbeinwriting.Notices and other communicationsof eitherparty,and all bills mailed by the Company,shall be presumed to have been delivered to
the other party on the third business day following placement of the notice,communication or bill with the U.S.Mail or a private delivery service,prepaid andproperlyaddressed,or when actually received or refused by the addressee,whichever
occurs first.
2.12.5 The Company or the Customershall advisethe other party of any changes to the addressesdesignatedfornotices,other communications or billing,by following the procedures forgivingnoticesetforthherein.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 'IARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage39
SFCTION3.0-SERVICF ARFAS
3.1 Exchange Service Areas
Local exchange services are provided,subject to availabilityof facilities and equipment,in areascurrentlyservedbythefollowingIncumbentLECs:1)Qwest.
3.2 Rate Classes
Charges for local services provided by the Company may be based,in part,on the Rate Class
associated with the Customers End Office.The Rate Class is determined by the total access linesandPBXtrunksinthelocalcallingareawhichcanbereachedfromeachEndOffice.
In the event that an Incumbent LEC or the Idaho Commissionreclassifies an exchange from one Rate
Class to another,the reclassificationwill also apply to customers who purchaseservices under thistariff.Local calling areas and Rate Class assignments are equivalent to those areas and classesspecifiedinQwest's Southern Idaho Basic Local Exchange Tariff and Northern Idaho Exchange andNetworkServicesTariff.
RATE CLASSES
1
2
3
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage40
SFCTION 4.0 -SERVICF CHARGFS AND SIIRCHARGFS
4.1 Service Order and Change Charges
Non-recurring charges apply to processing Service Orders for new service,for changes in service.
Riisiness
Line ConnectionCharge
First Line $52.00
Each Additional Line $52.00
Line ChangeCharge
First Line $22.00
Each Additional Line $22.00
4.2 Maintenance Visit Charges
Maintenance Visit Charges apply when the Company dispatches personnel to a Customer's
premises to perform work necessary for installing new service,effecting changes in service orresolvingtroublesreportedbytheCustomerwhenthetroubleisfoundtobecausedbytheCustomer'sfacilities.
Maintenance Visit Charges will be credited to the Customer's account in the event trouble is notfoundintheCompanyfacilities,but the trouble is later determined to be in those facilities.
The time period for which the MaintenanceVisit Charges is applied will commence when CompanypersonnelaredispatchedattheCustomerpremisesandendwhenworkiscompleted.The rates forMaintenanceofServicevarybytimeperCustomerrequest.
Diiration of time,per technician Rncinoce
Initial 15 minute increment $24.00
Each Additional 15 minute increment $12.00
4.3 Restoration of Service
A restoration charge applies to the restoration of suspended service and facilities because ofnonpaymentofbillsandispayableatthetimethattherestorationofthesuspendedserviceandfacilitiesisarranged.The restoration charge does not apply when,after disconnection of service,service is later re-installed.
Riiminess
Per occasion $45.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage41
SFCTION 5.0 -NFTWORK SFRVICFS OFSCRIPTIONS
5.1 General
5.1.1 ServicesOffered
The following Network Services are available to business Customers and for resale by othercarrierscertificatedbytheIdahoCommission:
StandardBusiness Line Service
PBX Trunk Service
Direct Inward Dial (DID)Service
Optional Calling Features
The following services are available to business Customersand are not offered on a resale
basis as of the effective date of this page.
Listing Services (including Non Published and Non Listed Services)
Directory Assistance
MiscellaneousServices
5.1.2 Application of Rates and Charges
All services offered in this tariff are subject to service order and change charges where theCustomerrequestsnewservicesorchangesinexistingservices,as well as indicated Non-Recurring and Monthly Recurring Charges.Charges for local calling services may be
assessed on a measured rate basis and are additional to monthly recurring charges shownforBusinesslines,PBX Trunks,DID Trunks and Digital/DS1 service.
Issued:August 12,2002 Effective:August 22,2002Issuedby:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage42
SFCTION 5 0 -NFTWORK SFRVICFS OFSCRIPTIONS.(CONT'D)
5.1 General (Continued)
5.1.3 Emergency ServicesCallingPlan
Access (at no additional charge)to the local operator or emergency services bureau bydialing0-or 9-1-1 is offered at no charge to the Customer.
Message toll telephonecalls,to governmental emergencyserviceagencies as set forth in (A)following,having primary or principal responsibility with respect to the provision of
emergency services to persons and property in the area from which the call is made,
meeting the definition and criteria of an emergency call as set forth in (B)following are
offered at no charge to Customers:
Governmental fire fighting,Idaho State Highway Patrol,police,and emergency squad
service (as designated by the appropriate governmental agency)qualify as governmental
emergencyservice agencies provided they answer emergency service calls on a personallyattended(live)twenty-four (24)hour basis,three hundred sixty-five (365)days a year,
including holidays.
An emergencyis an occurrence or set of circumstances in which conditions pose immediate
threat to human life,property,or both and necessitate that prompt action be taken.An
emergencycall is an originated call of short duration to a governmental emergency services
agency in order to seek assistance for such an emergency.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 43
SFCTION 10 -NFTWORK SERVICFS OFSCRIPTIONS (CONTTNTIFD)
5.2 Call Timing for Usage Sensitive Services
Where charges for a service are specified based on the duration of use,such as the duration of atelephonecall,the following rules apply:
5.2.1 Calls are measuredin durational incrementsidentified for each service.All calls,which are
fractions of a measurement increment,are rounded-up to the next whole unit.
5.2.2 Timing on completed calls begins when the call is answeredby the called party.Answering
is determined by hardware answer supervision in all cases where this signaling is provided
by the terminating local carrier and any intermediate carrier(s).
5.2.3 Timing terminateson all calls when the calling party hangs up or the Company'snetwork
receives an off-hook signal from the terminating carrier.
5.2.4 Calls originating in one time period and terminating in another will be billed in proportion
to the rates in effect during different segments of the call.
5.2.5 All times refer to local time.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICRO J ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 44
SFCTION 5 0 -NFTWORK SFRVICFS DESCRIPTIONS (CONTINITFD)
5.3 Distance Calculations
Where charges for a service are specifiedbased upon distance,the followingrules apply:
5.3.1 Distance between two points is measuredas airline distance betweenthe rate centers of the
originating and terminating telephone lines.The rate center is a set of geographic
coordinates,as referencedin Local Exchange Routing Guide issued by Bellcore,associated
with each NPA-NXX combination (where NPA is the area code and NXX is the first three
digits of a seven-digit telephonenumber).Where there is not telephonenumber associated
with an access line on the Company's network (such as a dedicated 800 or WATS accessline),the Company will apply the rate center of the Customer's main billing telephone
number.
5.3.2 The airline distance between any two rate centers is determined as follows:
Step 1:Obtain the "V"(vertical)and "H"(horizontal)coordinatesfor each Rate Center
from the above-referencedBellcore document.
Step 2:Computer the difference betweenhe "V"coordinate of the two rate centers;and
the differencebetween the two "H"coordinates.
Step 3:Square each difference obtained in step (b)above.
Step 4:Add the square of the "V"difference and the square of the "H"difference
obtained in step C)above.
Step 5:Divide the sum of the squares by 10.Round to the next higher whole number if
any fraction is obtained.
Step 6:Obtain the square root of the whole number result obtained above.Round to the
next higher whole number if any fraction is obtained.This is the airline mileage.
5.3.3 The formula for distance calculations is the square root of:
(VrV2 )'+(HrHi))
10
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL 1ARIFF P.S.C.No.2-TelephoneLocalExchangeServicesOriginalPage45
SFCTION 5.0 -NFTWORK SFRVICFS OFSCRIPTIONS (CONTINUFD)
5.4 Rate Periods for Time of Day Sensitive Services
5.4.1 For time of day,usage sensitiveservices,the followingrate periods apply unless otherwisespecifiedinthistariff.
MON TUES WED THUR FRI SAT SUN
8:00 AM TO
5:00 PM*DAYTIME RATEPERIOD
5:00 PM
TO EVENING RATE PERIOD EVE
11:00 PM*
11:00 PM TO
8:00 AM*NIGHT/WEEKEND RATE PERIOD
*Up to but not including.
5.4.2 Calls are billed based on the rate in effectfor the actual time period(s)during which the call
occurs.Calls that cross rate period boundaries are billed the rates in effect in that boundaryforeachportionofthecall,based on the time of day at the Customerlocation.
5.4.3 For services subject to holiday discounts,the following are Company recognizednationalholidays,determined at the location of the calling station.The evening rate is used onnationalholidays,unless a lower rate normally would apply.
New Year's Day January 1
Memorial Day As Federally Observed
IndependenceDay July 4
Thanksgiving Day As Federally Observed
Christmas Day December25
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICROleCH-TEL 3rAIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 46
SFCTION 5 0 -NETWORT<SFRVICFS OFSCRTPTIONS (CONTINITFTM
5.5 Standard ResidenceLine
Reservedfor future use
5.6 Standard Business Line
The Standard Business Line provides a Customer with a single,analog,voice-grade telephonic
communications channel,which can be used to place or receive one call at a time.Standard
Business Lines are provided for the connectionof Customer-provided wiring and single station sets
or facsimile machines.An optional per line Hunting feature is available for multi-line Customers
which routes a call to an idle station line in a prearranged group when the called station line is busy.
5.7 PBX Trunk Service
Basic PBX Trunk Service provides a Customer with a single,voice-grade telephonic communications
channel,which can be used to place or receive one call at a time.Basic Trunks are provided for
connection of Customer-provided private branch exchanges (PBX)to the public switched
telecommunicationsnetwork.Each Basic PBX Trunk is provided with touch-tonesignalingand may
be configured into a hunt group at no additional charge with other Company-provided Basic PBX
Trunks.Thesignalis an analogsignal at the DSO level.
5.8 Reservedfor Future Use
5.9 Direct Inward Dialing (DID)Service
Direct Inward Dialing ("DID")permits calls incoming to a PBX system or other Customer Premises
Equipment to be routed to a specific station without the assistance of an attendant.DID calls are
routed directly to the station associated with the called number.DID service as offered by the
Company provides the necessary trunks,telephone numbers,and out-pulsing of digits to enables
DID service at a Customer's location.DID service requires special PBX software and hardware not
provided by the Company.Such hardware and software is the responsibility of the Customer.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROl tCH-TEL inRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 47
SFCTION 10 -NFTWORK SFRVTCFS OFSCRIPTIONS (CONTINITFD)
5.10 Reservedfor Future Use
5.11 Optional CallingFeatures
The features listed in Section 5.11.1 are offered by the Company to Business Customers.Refer to
Price Lists in Section 7 of this tariff for specific features offered with each type of local exchange
service.
5.11.1 Features Descriptions
(A)Flexible Call Forwarding:Provides end-usercontrol for call forwarding capabilitiesvia
dial-accessed voice prompt menus.Customersmay forward calls to a primary local or
long distance.The end-user may specify a secondary location for routing of go
unanswered at the forward-to location or reach a busy signal.This secondary location
may be another telephonenumber,pager or voicemessaging service.Other capabilities
included with this feature include:
Speed Forwarding;
Priority Screening;
Ring Control;and
Timed Forwarding.
It is the responsibility of the Customer to subscribe to the telephonenumber,pager or
voicemessaging service used as the secondarylocation.
(B)Call Forwarding Don't Answer:Permits the forwarding of incoming calls when the
end-user's line remains unanswered after a pre-designated ringing interval.The
ringing interval before forwarding and the forward-to number are fixed by the service
order.However,the end-user has the ability to turn the feature on or off at his/her
discretion.
(C)Call Forwarding Busy Line:Permits the forwarding of incoming calls when the end-
user's line is busy.The forwarded number is fixed by the end-user service order.
However,the end-userhas the ability to turn the feature on or off at his/her discretion.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 48
SFCTTON 10 -NFTWORT<SFRVTCFS OFSCRIPTIONS (CONTINITFD)
5.11 Optional Calling Features,(continued)
5.11.1 Feature Descriptions,(continued)
(D)Preferred Call Forwarding:Permits the end-user to automatically forward to another
number calls received from up to six end-user pre-selected telephone numbers
programmed into the featuresscreening list.The end-user controls when the feature is
active,the forward-to-number and can add or remove calling numbers from the
feature'sscreening list.
(E)Call Forwarding Variable:Permits the end-user to automatically forward (transfer)all
incoming calls to another telephone number,and to restore it to normal operation at
their discretion.The end-user must dial an activation code from his/her exchange line
along with the forward-to number in order to turn the feature on.A separate code is
dialed by the end-userto deactivatethe feature.
(F)Call Forwarding Variable,Remote Access:Permits the end-user to automatically
forward (transfer)all incoming calls to another telephonenumber,and to restore it to
normal operation at their discretion.The end-user must dial an activation code along
with the forward-to number in order to turn the feature on.A separate code is dialed
by the end-user to deactivate the feature.Feature activation may be performed from
the end-user'sexchange line or remotely from some other line.Remote access requires
the end-user to (1)dial a special access number 2)enter their seven-digit telephone
number and 3)enter a personalidentification number prior to forwarding their calls.
(G)Three Way Calling:Permits the end-user to add a third party to an established
connection.When the third party answers,a two-way conversation can be held before
adding the original party for a three-way conference.The end-user initiating the
conference controls the call and may disconnect the third party to reestablish the
original connectionor establish a connectionto a different third party.Thefeature may
be used on both outgoing and incoming calls.
(H)Multiple Directory Number Distinctive Ringing:This feature allows an end user to
determine the source of an incoming call from a distinctive ring.The end user may
have up to two additional numbers assigned to a single line (i.e.Distinctive Ringing -
First Number and Distinctive Ringing -Second Number).The designated primary
number will receive a normal ringing pattern;other numbers will receive distinctive
ringing patterns.The pattern is based on the telephone number that the calling party
dials.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 49
SFCTION 10 -NFTWORK SFRVICFS OFSCRIPTTONS (CONTINITFD)
5.11 OptionalCalling Features,(continued)
5.11.1 Feature Descriptions,(continued)
(I)Speed Calling:Permits the Customer to place calls to other telephone numbers by
dialing a one or two digit code rather than the completetelephonenumber.The feature
is available as either an eight (8)code list or a thirty (30)code list.Code lists may
include local and/or toll telephonenumbers.The Customer has the ability to add or
remove telephonemunbers and codes to/from the speed calling list without assistance
from the Company.
(J)RepeatDialing:Permits the end-userto have calls automatically redialed when the first
attempt reaches a busy number.The line is checked every 45 seconds for up to 30
minutes and alerts the Customer with a distinctive ringing pattern when the busy
number and the Customer's line are free.The Customer can continue to make and
receive calls while the feature is activated.The following types of calls cannot be
reached using Repeat Dialing:
Calls to 800 Service numbers
Calls to 900 Service numbers
Calls precededby an interexchangecarrier access code
International Direct Distance Dialed calls
Calls to Directory Assistance
Calls to 911
(K)Caller ID:Permits the end-userto view a Directory Name and Directory Number of the
calling party on incoming telephone calls.Information is displayed on a specialized
CPE not provided by the Company.The feature also provides the date and time of
each incoming call.It is the responsibility of the Customer to provide the necessary
CPE.In some situations,the calling party's city and state may be displayed rather than
a Directory Name,depending on availablecall data.
(L)Call Selector:Allows a Customer to assign a maximum of 15 telephonenumbers to a
special list.The Customer will hear a distinctive ring when calls are received from
telephonenumbers on that list.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 50
SFCTTON 5 0 -NFTWORK SFRVICFS DESCRIPTIONS (CONTINITFD)
5.11 OptionalCalling Features,(continued)
5.11.1 FeatureDescriptions,(continued)
(M)Call Waiting:Allows the end-user to control the treatment applied to incoming calls
while the Customer is off-hook on an existing call.This feature includes the
capabilities of Call Waiting Basic plus additional call treatment options.Treatment
options offered with Call Waiting Deluxe include:
Answer the waiting call and placing the first party on hold;
Answer the waiting call and disconnectingfrom the first party;
Direct the waiting caller to hold via a recording
Forward the waiting caller to another location (e.g.,voice mailbox or telephone
answering service)
Full utilization of Call Waiting Deluxe requires specialized CPE not provided by the
Company.It is the responsibility of the Customer to provide the necessary CPE.The
end-usermust have Caller ID Basic or Deluxe for display of calling party identification
information for waiting calls.The end-user must have a Call Forwarding don't
Answer featureactive in order to forward a waiting call to anotherlocation.
(N)Call Tracing:Allows the tracing of nuisance calls to a specified telephone number
suspected of originating from a given local office.The tracing is activated upon
entering the specified dial code.The originating telephone number,outgoing trunk
number or terminating number,and the time and date are generated for every call to
the specifiedtelephonenumber can then be identified.
(O)Call Block:Allows the end-user to automatically block incoming calls from up to six
end-user pre-selected telephonenumbers programmed into the feature's screening list.
Callers whose numbers have been blocked will hear a recorded message stating that
their call has been blocked.The end-usercontrols when the feature is active,and can
add or remove calling numbers from the feature'sscreeninglist.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 'laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 51
SFCTION 10 -NFTWORK SFRVICFS OFSCRTPTTONS (CONTINITFD)
5.11 Optional Calling Features,(continued)
5.11.1 Feature Descriptions,(continued)
(P)Call Return:Allows the Customer to return a call to the last incoming call whether
answeredor not.Upon activation,it will redial the number automatically and continue
to check the number every 45 seconds for up to 30 minutes if the number is busy.The
Customer is alerted with a distinctive ringing pattern when the busy number is free.
When the Customer answers the ring,the call is then completed.The calling party's
number will not be delivered or announced to the call recipient under any
circumstances.
(Q)Anonymous Call Rejection:Permits the end-user to automatically reject incoming calls
when the call originates from a telephone number which has blocked delivery of its
calling number (see Calling Number Delivery Blocking).When active,calls from
private numbers will be routed to a special announcement then terminated.The feature
may be turned on or off by the end-userby dialing the appropriate feature control code.
Anonymous Call Rejection is offered as a stand-alonefeature or as an add-on to Caller
ID Deluxe.
(R)Calling Number Delivery Blocking:Preventsthe delivery,display and announcement
of the end-user's Directory Number and Directory Name on all calls dialed from an
exchange service equipped with this option.When active,the end-user's telephone
name and number will not appearon the called party's Caller ID CPE or be disclosed in
another way.The feature is available on a per call or per line basis.With per call
Calling Number Delivery Blocking,it is necessary for the end-userto dial an activation
code prior to placing the call.With the per line version of the feature,all calls are
placed with the end-user'snumber blocked.Per line end-users must dial an activation
code prior to utilization.
(S)Message Waiting Indication:Provides the end-user with an audible (stutter dial tone)
or visual (lamp or other CPE display)indication that messages are waiting to be
retrieved.Message Waiting Indication can only be activated/deactivated by a voice
mailbox or other voice messaging service provided by the Company or third party.It is
the responsibility of the Customer to subscribe to a compatible voice messaging service.
Visual Message Waiting Indication requires specialized CPE not provided by the
Company.It is the responsibility of the Customer to provide the necessary CPE.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROT ECH-TEL laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 52
SFCTION 5.0 -NFTWORK SFRVICFS OFSCRTPTIONS (CONTINITFD)
5.12 Listing Services
For each Customer of Company-provided Exchange Service(s),the Company shall arrange for the
listing of the Customer's main billing telephone number in the directory(ies)published by the
dominant Local Exchange Carrier in the area at no additional charge.At a Customer's option,the
Company will arrangefor additional listings for an additional charge.
5.12.1 Non-Published Service
This optional serviceprovides for suppressionof printed and recorded directory listings.A
Customer's name and number do not appear in printed directories or Directory Assistance
Bureaurecords.
5.12.2 Non-Listed Service
This optional service provides for suppression of printed directory listings only.Parties
may still obtain the Customer'snumber by calling the Directory Assistance Bureau.
5.13 Directory Assistance
Provides for identification of telephonedirectory numbers,via an operator or automated platform.
Customersare provided with a maximum of 2 listings per each call to Directory Assistance.
5.14 Miscellaneous Services
5.14.1 Presubscription Services
Tlus service provides for the Presubscription of local exchange lines provided by the
Company to the intraLATA and interLATA long distance carrier(s)selected by the
Customer.
5.14.2 Pay Per Call Blocking/Unblocking
Tlns service provides the option of blocking,or subsequent unblocking,all 900 and 976 calls
on a per line basis.The Company will provide for per-line blocking where the Company's
switching facilities permit.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICROTECH-TEL laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 53
SFCTION RO -RFSFRVFD F R FUTIIRF ITSF
6.1 Reservedfor future use
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICROTECH-TEL 'laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 54
SECTION 7.0 -LOCA T.RFSA TF SFRVICFS PR ICF I IST
7.1 General
Services provided in this tariff section are available on a Resale Service basis.Local Resale Services
are provided through the use of resold switching and transport facilities obtained from Other
TelephoneCompanies.
The rates,terms and conditions set forth in the section are applicable where the Company provides
specifiedlocal exchange services to Customers through resale of local exchange services.
All rates set forth in this Section are subject to change and may be changed by the Company
pursuant to notice requirements established by the Idaho Commission.The rates,terms and
conditions set forth in this Section are applicable as of the effective date hereof and will not apply to
any Customer whose services may have been provisioned through resale of 's local exchange
services,in whole or in part,prior to the effectivedate hereof.
7.2 Standard ResidenceLocal Exchange Service
Reservedfor future use
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 3ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 55
SFCTION 7.0 -I.OCA T.RFRA T.F SFRVTCFS PRICF I.TST (CONTINITFD)
7.3 Standard Business Local Exchange Service
Standard Business Local Exchange Service provides the Customer with a single,analog,voice-grade
telephonic communications channel,which can be used to place or receive one call at a time.
Standard Business Local Exchange Service lines are provided for the connection of Customer-
provided wiring,telephones,facsimile machines or other station equipment.An optional per line
Hunting feature is available for multi-line Customerswhich routes a call to the next idle line in a
prearranged group when the called line is busy.
Local exchange service lines and trunks are provided on a single party (individual)basis only.Nomulti-party lines are provided.Service is available on a flat rate,measured rate or message rate
basis depending on the serviceplan selected by the Customer.Not all serviceplans will be available
in all areas.
Recurring charges for Standard Business Local Exchange Service are billed monthly in advance.
Usage charges,if applicable are billed in arrears.Usage charges may apply for calls placed from the
Customer's line.No usage charges will apply to calls received by the Customer.Non-recurring
charges for installation or rearrangementof service are billed on the next month's bill immediately
followingwork performed by the Company.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO'I ECH-TEL laRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 56
SFCTION 70 -T.OCA T.RFRAI F SFRVTCFS PRICF LIST (CONTINTIFTM
7.3 Standard Business Local Exchange Service,(Continued)
7.3.1 MonthlyRecurring Charges
The followingcharges apply to Standard Business Local Exchange Service lines per month.
Rates and charges include Touchtone Service for each line.The rates and charges below
apply to serviceprovided on a month-to-month basis.
LATA 652 /South Idaho
RATE CLASS SERVICE TYPE
Flat Rate MeasuredRate
Rate Class 1 $26.63 $11.63
Rate Class 1A $27.76 $12.76
Rate Class 2 $32.46 $17.46
LATA 676 /North Idaho
RATE CLASS SERVICE TYPE
Flat Rate Measured Rate
Rate Class 1 $27.40 $20.00
Rate Class 2 $30.40 $20.00
7.3.2 Hunting (a/kla Rotary or Grouping)
The following charges apply to StandardBusiness Local Exchange lines equipped with
Hunting.
Non-Recurring Recurring
Hunting -Basic,per line $12.00 $8.00
Hunting -Circular,per line $12.00 $3.00
Hunting -Preferential,per line $12.00 $1.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 57
SFCTION 7.0 -T.OCAI.RFSAI.F SFRVICFS PRICF I.IST (CONTTNITFD)
7.3 Standard Business Local Exchange Service,(Continued)
7.3.3 Usage Sensitive Chargesand Allowances
(A)Flat Rate Service
No measured or message charges apply to calls placed or received from Flat Rate
servicelines.Customers receive unlimited calling within their local calling area.
(B)Measured Service
Customers subscribing to Measured Service will be charged a per minute rate for
monthly local usage on outgoing calls.The per minute rate is applied to local calls
placed from the Customer'sline.Local usage will be billed in arrears.
LATA 652 /South Idaho
Time of Day Intraexchange Intraexchange Interexchange Interexchange
16*Minute Add'l Minute 166 Minute Add'l Minute
Day Rate $0.02 $0.02 $0.03 $0.03
Evening Rate $0.015 $0.015 $0.0225 $0.0225
Night Rate $0.01 $0.01 $0.015 $0.015
LATA 676 /North Idaho
16*Minute Add'l Minute
Peak (Mon.-Fri.8:00am-4:59pm)$0.04 $0.015
Off-Peak (All other times)$0.026 $0.0098
7.4 Non-Recurring Charges
Non-recurring charges apply to each line installed for the Customer.Non-recurring charges are in
addition to applicableserviceorder charges containedin Section 4 of this tariff.All such charges
will appearon the next bill following installation of the service.
Non-recurring charges for installation of Business lines are:
First Line $52.00
Each Additional Line $52.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 58
SFCTION 7.0 --I.OCAT.RFSAI.F SFRVICFS PRTCF I.TST (CONTINITFD)
7.5 Business PBX Trunk Service
PBX Trunk service provides a Customer with a single,voice-grade telephonic communications
channel which can be used to place one call at a time.Trunks are provided for connection of
Customer-provided private branch exchanges (PBX)or other station equipment to the public
switched telecommunicationsnetwork.
PBX Trunks are available to Business Customers as Inward,Outward or Two-Way combination
trunks where services and facilitiespermit.
Each PBX Trunk is provided with Touchtone signaling at no additional charge.An optional per
trunk Hunting feature is available for Customers which routes a call to the next idle trunk in a
prearrangedgroup (see Section 7.3).
PBX Trunks may also be equipped with Direct Inward Dialing (DID)capability and DID number
blocks for additional charges (see Section 7.6).Usage charges are listed in Section 7.3.
LATA 652 /South Idaho
RATE CLASS SERVICE TYPE
Flat Rate MeasuredRate
Rate Class 1 $34.21 $11.63
Rate Class 1A $35.34 $12.76
Rate Class 2 $37.15 $17.46
LATA 676 /North Idaho
RATE CLASS SERVICE TYPE
Flat Rate Measured Rate
Rate Class 1 $38.74 N/A
Rate Class 2 $45.14 N/A
Non-Recurring Charge $117.50
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1sRIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 59
SFCTION 7.0 -I,OCA T.RESA T.F SFRVICFS PR ICF T.IST (CONTINITFTM
7.6 Direct Inward Dialing (DID)Service
Direct Inward Dialing ("DID")permits calls incoming to a PBX system or other CustomerPremises
Equipment to be routed to a specific station without the assistance of an attendant.DID calls are
routed directly to the station associated with the called number.DID service as offered by the
Company provides the necessary trunks,telephone numbers,and out-pulsing of digits to enable
DID serviceat a Customer's location.DID service requiresspecial PBX software and hardware not
provided by the Company.Such hardware and software is the responsibility of the Customer.
The following charges apply to Customers subscribing to DID service provided by the Company.
These charges are in addition to recurring and non-recurring charges for PBX Trunks as shown in
Section 7.5 of this tariff.The Customer will be charged for the number of DID numbers utilized out
of the available 20 numbers.
Installation Charge MonthlyRecurring
Establish Trunk Group and Provide
20 DID Numbers $20.00 $3.00
Each Additional DID Number $1.00 $0.15
DID Trunk Termination:
Per Trunk $70.00 $50.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 60
SFCTTON 7.0 -I.OCA T.RFSA T.F SFRVICFS PRICF I IST (CONTTNTIFD)
7.7 ReservedFor Future Use
7.8 Optional CallingFeatures
The features in this section are made available on an individual basis or as part of multiple feature
packages.All features are provided subject to availability.Certain featuresmay not be available
with all classes of service.Transmissionlevels for calls forwarded or calls placed or received using
optional calling featuresmay not be acceptable for all some uses in some cases.
7.8.1 Features Offered on a Usage Sensitive Basis
The following features are available to all local exchange Business line Customers where
facilities and services permit.Customers may utilize each feature by dialing the
appropriate access code.The Customer will be billed the Per Feature Activation Charge
shown in the followingtable each time a feature is used by the Customer.Customersmay
subscribe to these features on a monthly basis at their option to obtain unlimited use of
these featuresfor a fixed monthly charge.
Optional Calling Features Business
Three-WayCalling $0.75
Call Return $0.75
Repeat Dialing $0.75
Calling Trace,Per Call $1.00
Denial of per call activation for Three-Way Calling,Call Return and Repeat Dialing from
any line or trunk is available to Customers upon request at no additional charge.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 'lARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 61
SFCTION 7.0 -I.OCAT,RFSAI.F SFRVICFS PRICF I,IST (CONTINIIFD)
7.8 Optional Calling Features,(Continued)
7.8.2 Features Offered on a MonthlyBasis
The following optional calling features are offered to Customers on a monthly basis.
Customers are allowed unlimited use of each feature.No usage sensitive charges apply.
Multiline Customers must order the appropriate number of featuresbased on the number
of lines which will have access to the feature.
Optional Calling Feature Business
Speed Calling -8 Number $4.38
Speed Calling -30 Number $5.47
Call Forwarding Variable $5.50
Call Forwarding with Remote Access $18.11
Call Forwarding -Busy Line (Expanded)$3.00
Call Forwarding -Busy Line (Overflow)$8.00
Call Forwarding -Busy Line (Programmable)$8.00
Call Forwarding -Don't Answer (Expanded)$4.00
Call Forwarding -Don't Answer (Overflow)$4.50
Call Forwarding -Don't Answer (Programmable)$9.50
Call Forwarding -Busy Line /Don't Answer $5.50
Call Forwarding -Busy Line Ext./Don't Answer $5.50
Call Waiting $7.50
Three Way Calling $5.47
Call ManagerConnection(CMC)$19.95
CMC with Call Waiting $19.95
CMC with Receptionist $19.95
Call Rejection $4.50
Call Waiting $7.50
Abbreviated Access -(One Digit)-Each Shared List $20.00
Abbreviated Access -(One Digit)-Each Line Arranged $0.50
Abbreviated Access -(Two Digits)-Each Shared List $30.00
Abbreviated Access -(Two Digits)-Each Line Arranged $0.50
Caller ID -Number $7.50
Caller ID -Name &Number $7.95
Caller ID -With Privacy +$10.95
Call Transfer $6.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Ktunar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.DIB/A MICROTECH-TEL 'lARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 62
SFCTTON TO -T.OCA T.RFS ALF SFRVICFS PRICF LIST (CONTINITFTE
7.8 Optional CallingFeatures,(Continued)
Optional CallingFeature Business
Selective Call Forwarding $3.50
Continuous Redial $3.50
Dial Call Waiting $2.15
Directed Call Pickup $1.00
Directed Call Pickup w/Barge In $1.00
Distinctive Alert $1.00
Hot Line $2.00
Warm Line $2.50
Last Call Return $3.50
PriorityCall $3.50
Remote Access Forwarding $8.45
ScheduledForwarding $9.45
Receptionistw/Number only $15.00
Receptionistw/Name &Number $15.45
Receptionistw/Caller ID w/Privacy +$18.45
Do Not Disturb $3.95
Dial Lock $3.95
Custom Ringing -First Additional Number $7.45
Custom Ringing -Second Additional Number $5.25
Custom Ringing -Third Additional Number $5.25
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 63
SFCTTON 8.0 -DIRFCTORY A SSISTANCF AND LISTING SFRVTCFS
8.1 Directory Listings
8.1.1 The Company shall provide for a single directory listing,termed the primary listing,in the
telephone directory published by the dominant local exchange service provided in the
Customer's exchange area of the Station number which is designated as the Customer's
main billing number.Directory listings of additional Company Station numbers,other than
the Customer'smain billing number,associated with a Customer'sservice will be provided
for a monthly recurring charge per listing.
8.1.2 Free Listings
The following listings are provided at no additional charge to the Customer:one listing
for each individual line service,auxiliaryline or PBX system.
Additional listing service charge $6.00
8.1.3 Non-Published Service
Non-published service means that the Customer's telephone number is not listed in the
directory,not does it appear in the Company's Directory Assistance Records.
There is a monthly charge for each non-published service.
Non-published servicecharge,per month $1.25
8.1.4 Non-Listed Service
Non-listed servicemeans that the Customer'stelephone number is not listed in the
directory,but does it appear in the Company's Directory Assistance Records.There is a
monthly chargefor each non-listed service.
Non-listed service charge,per month:$0.75
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 64
SFCTION 8 0 -DTRFCTORY ASSISTANCF A NO IISTTNG SFRVICFS
8.2 Directory Assistance Services
8.2.1 Directory Assistance
A Directory Assistance charge applies per local directory assistance call.The Customer
may make two (2)requests for a telephonenumber per call.The Directory Assistance
Charge applies regardless of whether the Directory Assistance operator is able to supply
the requestednumber.
Each Local Directory Assistance Call $0.50
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO1ECH-TEL lARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 65
SFCTION 9.0 -A DV A NCED SFR VICFS
9.1 ISDN &DS-1 Service
ISDN BRI and DS-1 Services Non-Recurring Charge Recurring Chaige
ISDN BRI -Flat Rate Service $52.00 $32.47
ISDN BRI -Measured Rate Service $52.00 $20.00
DS-1 Service $1000.00 $650.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO KECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 66
SFCTION 10.0 -RFSFRVFT)F R FITTI TRF IISF
10.1 Reserved For Future Use
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 67
SFCTTON 11.0 -MISCFT I ANFOTIS SFRVICFS
11.1 Carrier Presubscription
11.1.1 General
Carrier Presubscription is a procedure whereby a Customer designatesto the Company
the carrier which the Customer wishes to be the carrier of choice for intraLATA and
interLATA toll calls,Such calls are automatically directed to the designated carrier,
without the need to use carrier access codes or additional dialing to direct the call to the
designated carrier.Presubscription does not prevent a Customer who has presubscribed
to an IntraLATA or InterLATA toll carrier from using carrier access codes or additional
dialing to direct calls to an alternative long distance carrier on a per call basis.
11.1.2 Presubscription Options -Customersmay select the same carrier or separate carriers for
intraLATA and interLATA long distance.The following options for long distance
Presubscription are available:
Option A:Customer select the Company as the presubscribed carrier for
IntraLATA and InterLATA toll calls subject to presubscription.
Option B:Customer may select the Company as the presubscribed carrier for
IntraLATA calls subject to presubscription and some other carrier as the
presubscribed carrier for interLATA toll calls subject to presubscription.
Option C:Customer may select a carrier other than the Company for intraLATA
toll calls subject to presubscription and the Company for interLATA toll
calls subject to presubscription.
Option D:Customer may select the carrier other than the Company for both
intraLATA and interLATA toll calls subject to presubscription.
Option E:Customer may select two different carriers,neither being the Company
for intraLATA and interLATA toll calls.One carrier to be the Customers
primary intraLATA interexchangecarrier.The other carrier to be the
Customer'sprimary interLATA interexchange carrier.
Option F:Customer may select a carrier other than the Company for no
presubscribed carrier for intraLATA toll calls subject to presubscription
which will require the Customer to dial a carrier access code to route all
intraLATA toll calls to the carrier of choice for each call.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.DIB/A MICROTECH-TEL '1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 68
SFCTTON 11.0 -MISCFI.T.A NFOT TS SFRVICFS (CONTINITFTM
11.1 Carrier Presubscription,(Continued)
11.1.3 Rules and Regulations
Customersof record will retain their primary interexchangecarrier(s)until they request that
their dialing arrangementsbe changed.
Customers of record or new Customers may select either Options A,B,C,D,E or F for
intraLATA Presubscription.
Customers may change their selected Option and/or presubscribedtoll carrier at any time
subject to charges specified in 11.1.5 below:
11.1.4 Presubscription Procedures
A new Customer will be asked to select intraLATA and interLATA toll carriers at the time
the Customer places an order to establish local exchange service with the Company.The
Company will process the Customer's order for service.All new Customersinitial requests
for intraLATA toll servicepresubscription shall be provided free of charge.
If a new Customeris unableto make selection at the time the new Customerplaces an order
to establish local exchange service,the Company will read a random listing of all available
intraLATA and interLATA carriers to aid the Customer in selection.If selection is still not
possible,the Company will inform the Customer that he/she will be given 90 calendardays
in which to inform the Company of his/her choice for primary toll carrier(s)free of charge.
Until the Customer informs the Company of his/her choice of primary toll carrier,the
Customer will not have access to long distance services on a presubscribedbasis,but rather
will be required to dial a carrier access code to route all toll calls to the carrier(s)of choice.
Customers who inform the Company of a choice for toll carrier presubscription within the
90-day period will not be assessed a servicecharge for the initial Customer request.
Customers of record may initiate an intraLATA or interLATA presubscription change at
any time,subject to the charges specifiedin 11.1.5 below.If a Customer of record inquires
of the Company of the carriers available for toll presubscription,the Company will read a
random listing of all available intraLATA carriersto aid the Customer in selection.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/BIA MICROTECH-TEL TARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 69
SFrTION 11.0 -MISCFILANFOTIS SFRVICFS (CONTINITFD)
11.1 Carrier Presubscription,(Continued)
11.1.5 Presubscription Charges
(A)Application of Charges
After a Customer'sinitial selection for a presubscribedtoll carrier and as detailed in
Paragraph 11.1.4 above,for any change thereafter,a Presubscription Change
Charge,as set forth below will apply.Customers who request a change in
intraLATA and interLATA carriers with the same order will be assessed a single
charge per line.
(B)Nonrecurring Charges
Per business line,trunk,or port
Initial Line,or Trunk or Port $5.00
Additional Line,Trunk or Port $5.00
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICROTECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 70
SFCTTON17.0-FXCHANCF ARFAS
12.1 Exchange Areas (RC=RateClass)
EXCHANGE RC EXCHANGE RC EXCHANGE RC
Afton 1 American Falls 2 Arid 1
Ashton 1 Bancroft 2 Blackfoot 2
Bliss 2 Boise 2 Buhl 2Burley1ACaldwell2Castleford2
Caumil 1 Cottonwood 1 Craigmont 1
Dietrich 2 Downey 2 Driggs 1
Eden 2 Emmett 2 Glenns Ferry 2Gooding2Grace2Grangeville1Hagerman2Hailey1IdahoCity2
Idaho Falls 2 Island Park 1 Jerome 2
Kamiah 1 Ketchum 1 Kimberly 2
Kooskia 1 Kuna 2 Lapwai 2
Lava Hot Springs 2 Lewiston 2 McCammon 2
Mack 1 Malad 1 Melba 2
Meridian 2 Middleton 2 Montpelier 2
Mountain Home 2 Murtaugh 2 Nampa 2
New Acres 2 New Plymouth 2 Nez Perce 1Oakley2Oxbow1Paris1
Payette 2 Pocatello 2 Preston 2Rexburg2Rigby2Ririe2
Roberts 2 St .Anthony 2 Shelley 2
Shoshone 1 Soda Springs 2 Stanley 1
Star 2 Twin Falls 2 Weiser 2
Wendell 2
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
ILOKA INC.D/B/A MICRO'I ECH-TEL 1ARIFF P.S.C.No.2-Telephone
Local Exchange Services Original Page 71
SFCTION 13 0 -PROMOTIONAI.OFFFRINGS /CONTR A CT Rr ICR
13.1 Promotional Offerings
The Company,upon notification to Commission,may make promotional offerings to its service
which may include waiving or reducing the applicable charges for the promoted service.The
promotional offerings may be limited as to the duration,the date and times of the offering and
the locations where the offerings are made.
13.2 Contract Rates /Individual Case Basis (ICB)Arrangements
Competitive pricing arrangements at negotiated rates may be furnished on an individual case
basis (ICB)in response to request by customers to iLOKA,for proposals or for competitive bids.
Serviceoffered under this tariff provision will be provided to the Customer pursuant to contract.
Unless otherwise specified,the regulations for such arrangements are in addition to the
applicable regulations and prices in other sections of this tariff.Specialized rates or charges will
be made available to similarly situated Customers on a non-discriminatory basis.Company will
providethe Commission with copies of any ICB contractual arrangements.
Issued:August 12,2002 Effective:August 22,2002
Issued by:Satish V.Kumar,President
iLOKA Inc.d/b/a Microtech-tel
4985 Ironton Street
Denver,Colorado 80239
State of Colorado
County of Denver
Satish V.Kumar,being first duly sworn,deposes and says that
he/she is the President &CEO of iLOKA Inc.d/b/a Microtech-tel,the
Applicant in the proceeding entitled above,that he/she has read the
foregoing application and knows the contents thereof;that the same
are true of his/her knowledge,except as to matters which are
therein stated on information or belief,and to those matters he
believes them to be true.
Satish V.Kumar
President &CEO
Subscribed apd sworn to before this day of ,2002.
Notary Public
My Commiss ion expires :My Commission Expires 06·30·2004
ID CLEC App