Assets to be Transferred
Generally, the assets to be transferred consist of MCI's call center located in Riverbank, California together with the equipment, facilities, and information technology used for the provision of California Relay Call Center Services pursuant to the Call Center Contract, as well as the Call Center Contract itself.
MCI proposes to transfer to GoAmerica the equipment, facilities, and information technology used for the provision of California Relay Call Center Services pursuant to the Call Center Contract which has been submitted to the Commission. Section 16 of the Call Center Contract provides specific procedures for assignment of the contract, and requires prior written approval from the Director of the Commission's Communications2 Division. That approval must then be confirmed by California's Department of General Services and the actual assignment accomplished via a formal contract amendment. Simultaneously with this application, MCI and GoAmerica are pursuing the assignment of the Call Center Contract in accordance with these procedures.
The specific assets to be transferred by MCI to GoAmerica are as follows:
A. Interests in Real Property
Under the terms of the APA, MCI will assign and transfer (or cause to be assigned and transferred) to GoAmerica all of MCI's rights and interests in specifically identified leases of improved real properties. Among these is the standard commercial single-tenant lease for the office building located at 6436 Oakdale Road, Riverbank, California, together with the ground lease for the parking facility at the same location. These are the leased facilities in California where MCI has operated its call center providing relay services.
B. Personal Property
MCI will sell to GoAmerica all of MCI's right, title and interest in the items of equipment, trade fixtures and furnishings located at the specified facilities and identified in Schedule 2.1.1(a) to the APA. These include:
1. Office furnishings (e.g., desks, chairs, filing cabinets, bookshelves).
2. Office equipment (e.g., telephones, pagers, fax machines, copiers).
3. Personal computing equipment (e.g., desktop and laptop computers, keyboards, monitors, docking stations, mice, printers).
4. Network hardware (e.g., servers, routers, switches, cards).
C. Intellectual Property
MCI will license (or cause to be licensed) to GoAmerica, pursuant to an Intellectual Property License Agreement identified in Section 2.1.2 of the APA, the software applications and rights under patents and patent applications identified in Schedule 2.1.1(g) to the APA.
D. Contracts Other Than Call Center Contracts
MCI will assign and transfer (or cause to be assigned and transferred) to GoAmerica all MCI's rights and interests under the Vendor Contracts, and Customer Contracts specifically identified in Schedule 2.1.1(d) and 2.1.1(e) to the APA.
E. The Call Center Contracts
This Commission approved the award to MCI of the Call Center Contract as part of the restructured California Relay Service in Resolution T-16741, dated June 19, 2003. This Call Center Contract was memorialized in agreement number 03PS5313 (dated March 17, 2004), signed by the Commission's Executive Director on April 8, 2004, and approved by the California Department of General Services on May 3, 2004. MCI and GoAmerica are pursuing assignment of this contract in accordance with its terms.
MCI proposes to transfer the assets described herein as part of its ongoing strategy to simplify and focus its business.3 MCI's strategy is to focus on its core telecommunications products. The sale of MCI's nationwide interstate and intrastate TRS business to GoAmerica will enable MCI to concentrate its efforts on developing and growing its core business for the benefit of MCI's customers generally. TRS is a relatively small component of MCI's operations and MCI is not a major participant in the telecommunications relay industry.
While MCI transfers the assets with which it has been providing telecommunications relay services to its customers, those assets will be utilized by GoAmerica to continue to provide relay services to California TRS customers. For a period after the closing of the transaction, MCI will assist GoAmerica by providing certain transition services pursuant to a contract between MCI and GoAmerica. Thus, the transaction will have no impact on MCI's California customers. With respect to the transfer of MCI assets with which it has been providing California Relay Call Center Services, those assets will be utilized to provide Call Center Services, once the assignment of the Call Center Contract to GoAmerica has been approved. Thus, MCI concludes that the transaction will have no impact on the Call Center Services now being provided by MCI.
2 Formerly known as the Telecommunications Division, as referenced in the Call Center Contract.
3 MCI also provides intrastate telecommunications relay services in the state of Tennessee and the District of Columbia. GoAmerica and MCI are taking the appropriate steps to have these contracts assigned and transferred to GoAmerica.
