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Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Vast Communications, LLC
File No.: EB-IHD-14-00014244
Acct. No.: 201432080030
Adopted: April 11, 2014 Released: April 11, 2014
By the Deputy Chief, Enforcement Bureau:
The Enforcement Bureau (Bureau) of the Federal Communications Commission (Commission) has entered into a Consent Decree with Vast Communications, LLC (Vast) regarding Vast's compliance with the Commission's rules related to the Universal Service Fund (USF). The USF supports several programs designed to ensure that all Americans have access to high-quality, affordable communications services. The USF receives funding for those programs via mandatory contributions from providers of telecommunications service. These obligations apply to companies like Vast that provide audio bridging service, which is more commonly known as conference calling service. The Commission's rules require telecommunications providers to register with the Commission, and to submit periodic filings -- known as Telecommunications Reporting Worksheets (FCC Form 499-As and FCC Form 499-Qs) -- identifying revenues related to the telecommunications they provide. The registration essentially informs the Commission that the company intends to offer service and may have USF contribution obligations, and the reports (FCC Forms 499-A and 499-Q) provide the revenue data used to calculate the amount the company owes to the USF, and other regulatory funds. Vast disclosed to the Commission that it did not register with the Commission or begin filing its telecommunications reporting worksheets until it had provided telecommunications service for nine months. Pursuant to the Consent Decree, the company will make a voluntary contribution and implement a three-year plan to ensure future compliance with these requirements.
In this Order, we adopt the attached Consent Decree, which is incorporated herein by reference. The Consent Decree terminates the Bureau's investigation into Vast's compliance with Sections 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195 of the Commission's rules (Rules) governing USF contribution and reporting requirements.
After reviewing the terms of the Consent Decree and evaluating the facts before us, we find the public interest would be served by adopting the Consent Decree and terminating the investigation.
In the absence of material new evidence relating to this matter, we conclude the investigation raises no substantial or material questions of fact as to whether Vast possesses the basic qualifications, including those related to character, to hold or obtain any Commission license or authorization.
Accordingly, IT IS ORDERED that, pursuant to Sections 4(i), 4(j) and 503(b) of the Communications Act of 1934, as amended, and Sections 0.111 and 0.311 of the Rules, the Consent Decree attached to this Order IS ADOPTED.
IT IS FURTHER ORDERED that the above-captioned investigation IS TERMINATED.
IT IS FURTHER ORDERED that a copy of this Order and Consent Decree shall be sent by first-class mail and certified mail, return receipt requested, to Cheng-yi Liu, Counsel for Vast Communications, LLC, Fletcher, Heald & Hildreth, P.L.C., 1300 North 17th Street, Suite 1100, Arlington, VA 22209.
FEDERAL COMMUNICATIONS COMMISSION
William H. Davenport
Deputy Chief, Enforcement Bureau
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Vast Communications, LLC
File No.: EB-IHD-14-00014244
Acct. No.: 201432080030
The Enforcement Bureau (Bureau) of the Federal Communications Commission and Vast Communications, LLC, by their authorized representatives, hereby enter into this Consent Decree for the purpose of terminating the Enforcement Bureau's investigation into possible violations of Sections 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195 of the Commission's rules governing Universal Service Fund contribution and reporting requirements.
* I. DEFINITIONS
For the purposes of this Consent Decree, the following definitions shall apply:
* "Act" means the Communications Act of 1934, as amended, 47 U.S.C. § 151 et seq.
* "Adopting Order" means an order of the Bureau adopting the terms of this Consent Decree without change, addition, deletion, or modification.
* "Bureau" means the Enforcement Bureau of the Federal Communications Commission.
* "Commission" and "FCC" means the Federal Communications Commission and all of its bureaus and offices.
* "Communications Laws" means collectively, the Act, the Rules, and the published and promulgated orders and decisions of the Commission to which Vast is subject by virtue of its business activities.
* "Compliance Plan" means the compliance obligations, programs, and procedures described in this Consent Decree at paragraph 13.
* "Covered Employees" means all employees and agents of Vast who perform, or supervise, oversee, or manage the performance of duties that relate to Vast's responsibilities under the Communications Laws and the Federal Regulatory Reporting Rules.
* "Effective Date" means the date on which the Bureau releases the Adopting Order.
* "Federal Regulatory Reporting Rules" mean Sections 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195 of the Rules and other provisions of the Act, the Rules, and Commission orders governing related federal regulatory reporting obligations.
* "Investigation" means the investigation commenced by the Bureau's February 13, 2012, letter of inquiry regarding whether the Company violated the Federal Regulatory Reporting Rules, among other Communications Laws.
* "Operating Procedures" mean the standard, internal operating procedures, and compliance policies established by Vast to implement the Compliance Plan.
* "Parties" mean Vast Communications, LLC and the Bureau, each of which is a "Party."
* "Rules" mean the Commission's regulations found in Title 47 of the Code of Federal Regulations.
* "Telecommunications," "Telecommunications Carrier," "Telecommunications Service" have the meanings set forth in Sections 3(50), 3(51), and 3(53) of the Act, 47 U.S.C. §§ 153(50), 153(51), 153(53).
* "USF" means the Universal Service Fund.
* "Vast" or "Company" means Vast Communications, LLC and its affiliates, subsidiaries, predecessors-in-interest, and successors-in-interest.
Section 64.1195 of the Rules requires telecommunications carriers that will provide interstate telecommunications service to file registration information with the Commission on FCC Form 499-A. Sections 52.17, 52.32, 54.706, 54.711, and 64.604 of the Rules also require such carriers whose USF contribution obligation for a given calendar year is $10,000 or more to file FCC Form 499-Qs, which are quarterly telecommunication service reporting worksheets.
On June 30, 2008, the Commission clarified that audio bridging services are "telecommunications" under the Act, and that audio bridging service providers are required to contribute directly to the USF. The Commission directed audio bridging service providers to comply prospectively with the registration and reporting requirements discussed in paragraph 3 above.
Vast is a California-based corporation that has provided audio bridging telecommunications services since February 2009. Vast's services allow customers to participate in teleconferencing calls by dialing toll-free numbers and entering access codes. In April 2010, Vast self-disclosed to the Bureau that it failed to comply with certain of its regulatory obligations because it had been unaware of the InterCall Order. Upon learning of that order, Vast conferred with counsel and took remedial action to become compliant with the Commission's Rules and regulations.
The Bureau issued a letter of inquiry (LOI) to Vast requesting information about Vast's failure to comply with its regulatory obligations. Vast responded to the LOI and later submitted supplemental responses to update the record.
As of the Effective Date, Vast has paid all invoiced amounts to the USF, Telecommunications Relay Fund, cost recovery mechanisms for the North American Numbering Plan and Local Number Portability administration, and all invoiced regulatory fees.
III. TERMS OF AGREEMENT
Adopting Order. The Parties agree that the provisions of this Consent Decree shall be subject to final approval by the Bureau by incorporation of such provisions by reference in the Adopting Order.
Jurisdiction. Vast agrees that the Bureau has jurisdiction over it and the matters contained in this Consent Decree and that the Bureau has the authority to enter into and adopt this Consent Decree.
Effective Date; Violations. The Parties agree that this Consent Decree shall become effective on the Effective Date as defined herein. As of the Effective Date, the Adopting Order and this Consent Decree shall have the same force and effect as any other order of the Commission. Any violation of the Adopting Order or of the terms of this Consent Decree shall constitute a separate violation of a Commission order, entitling the Commission to exercise any rights and remedies attendant to the enforcement of a Commission order.
Termination of Investigation. In express reliance on the covenants and representations in this Consent Decree and to avoid further expenditure of public resources, the Bureau agrees to terminate the Investigation. In consideration for termination of the Investigation, Vast agrees to the terms, conditions, and procedures contained herein. The Bureau further agrees that in the absence of new material evidence, the Bureau will not use the facts developed in this Investigation through the Effective Date, or the existence of this Consent Decree, to institute, on its own motion, any new proceeding, formal or informal, or take any action on its own motion against Vast concerning the matters that were the subject of the Investigation. The Bureau also agrees that in the absence of new material evidence it will not use the facts developed in this Investigation through the Effective Date, or the existence of this Consent Decree, to institute on its own motion any proceeding, formal or informal, or take any action on its own motion against Vast with respect to the Company's basic qualifications, including its character qualifications, to be a Commission licensee or hold Commission licenses or authorizations.
Compliance Officer. Within thirty (30) calendar days after the Effective Date, the Company shall designate a senior corporate manager with the requisite corporate and organizational authority to serve as Compliance Officer and to discharge the duties set forth below. The person designated as the Compliance Officer shall be responsible for developing, implementing, and administering the Compliance Plan and ensuring that the Company complies with the terms and conditions of the Compliance Plan and this Consent Decree. In addition to the general knowledge of the Communications Laws necessary to discharge his/her duties under this Consent Decree, the Compliance Officer shall have specific knowledge of the Federal Regulatory Reporting Rules prior to assuming his/her duties.
Compliance Plan. For purposes of settling the matters set forth herein, the Company agrees that it shall, within sixty (60) calendar days after the Effective Date, develop and implement a Compliance Plan designed to ensure future compliance with the Communications Laws and with the terms and conditions of this Consent Decree. With respect to the Federal Regulatory Reporting Rules, Vast shall implement the following procedures:
* Operating Procedures. Within sixty (60) calendar days after the Effective Date, Vast shall establish Operating Procedures that all Covered Employees must follow to help ensure the Company's compliance with the Federal Regulatory Reporting Rules. The Company's Operating Procedures shall include internal procedures and policies specifically designed to ensure that the Company complies with the Federal Regulatory Reporting Rules. The Company shall also develop a Compliance Checklist that describes the steps a Covered Employee must follow to ensure compliance with the Federal Regulatory Reporting Rules.
* Compliance Manual. Within sixty (60) calendar days after the Effective Date, the Compliance Officer shall develop and distribute a Compliance Manual to all Covered Employees. The Compliance Manual shall explain the Federal Regulatory Reporting Rules and set forth the Operating Procedures that Covered Employees shall follow to help ensure Vast's compliance with the Federal Regulatory Reporting Rules. The Company shall periodically review and revise the Compliance Manual as necessary to ensure that the information set forth therein remains current and accurate. Vast shall distribute any revisions to the Compliance Manual promptly to all Covered Employees.
* Compliance Training Program. The Company shall establish and implement a Compliance Training Program on compliance with the Federal Regulatory Reporting Rules and the Operating Procedures. As part of the Compliance Training Program, Covered Employees shall be advised of the Company's obligation to report any noncompliance with the Federal Regulatory Reporting Rules under paragraph 14 of this Consent Decree and shall be instructed on how to disclose noncompliance to the Compliance Officer. All Covered Employees shall be trained pursuant to the Compliance Training Program within sixty (60) calendar days after the Effective Date. Any person who becomes a Covered Employee at any time after the Initial Training Program shall be trained within thirty (30) calendar days after the date such person becomes a Covered Employee. Vast shall conduct compliance training on an annual basis, and shall periodically review and revise the Compliance Training Program as necessary to ensure that it remains current and complete and to enhance its effectiveness.
Reporting Noncompliance. Vast shall report any noncompliance with the Federal Regulatory Reporting Rules and with the terms and conditions of this Consent Decree within fifteen (15) calendar days after discovery of such noncompliance. Such reports shall include a detailed explanation of (i) each instance of noncompliance; (ii) the steps that the Company has taken or will take to remedy such noncompliance; (iii) the schedule on which such remedial actions will be taken; and (iv) the steps that the Company has taken or will take to prevent the recurrence of any such noncompliance. All reports of noncompliance shall be submitted to the Chief, Investigations and Hearings Division, Enforcement Bureau, Federal Communications Commission, Room 3-C330, 445 12th Street, S.W. Washington, D.C. 20554, with a copy submitted electronically to Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, William A. Kehoe at William.Kehoe@fcc.gov, and Joy M. Ragsdale at Joy.Ragsdale@fcc.gov.
* Compliance Reports. Vast shall file Compliance Reports with the Commission ninety (90) calendar days after the Effective Date, twelve (12) months after the Effective Date, twenty-four (24) months after the Effective Date, and thirty-six (36) months after the Effective Date.
* Each Compliance Report shall include a detailed description of Vast's efforts during the relevant period to comply with the terms and conditions of this Consent Decree and the Federal Regulatory Reporting Rules. In addition, each Compliance Report shall include a certification by the Compliance Officer, as an agent of and on behalf of the Company, stating that the Compliance Officer has personal knowledge that the Company (i) has established and implemented the Compliance Plan; (ii) has utilized the Operating Procedures since the implementation of the Compliance Plan; and (iii) is not aware of any instances of noncompliance with the terms and conditions of this Consent Decree, including the reporting obligations set forth in paragraph 14 of this Consent Decree.
* The Compliance Officer's certification shall be accompanied by a statement explaining the basis for such certification and shall comply with Section 1.16 of the Rules and be subscribed to as true under penalty of perjury in substantially the form set forth therein.
* If the Compliance Officer cannot provide the requisite certification, the Compliance Officer, as an agent of and on behalf of Vast, shall provide the Commission with a detailed explanation of the reason(s) why and describe fully (i) each instance of noncompliance; (ii) the steps that the Company has taken or will take to remedy such noncompliance, including the schedule on which proposed remedial actions will be taken; and (iii) the steps that Vast has taken or will take to prevent the recurrence of any such noncompliance, including the schedule on which such preventive action will be taken.
* All Compliance Reports shall be submitted to the Chief, Investigations & Hearings Division, Enforcement Bureau, Federal Communications Commission, Room
4-C330, 445 12th Street, S.W., Washington, D.C. 20554, with a copy submitted electronically to Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, William A. Kehoe at William.Kehoe@fcc.gov, and Joy M. Ragsdale at Joy.Ragsdale@fcc.gov.
Termination Date. Unless stated otherwise, the obligations set forth in paragraphs 12 through 15 of this Consent Decree shall expire thirty-six (36) months after the Effective Date.
Section 208 Complaints; Subsequent Investigations. Nothing in this Consent Decree shall prevent the Commission or its delegated authority from adjudicating complaints filed pursuant to Section 208 of the Act against Vast or its affiliates for alleged violations of the Act, or for any other type of alleged misconduct, regardless of when such misconduct took place. The Commission's adjudication of any such complaint will be based solely on the record developed in that proceeding. Except as expressly provided in this Consent Decree, this Consent Decree shall not prevent the Commission from investigating new evidence of noncompliance by Vast with the Communications Laws.
Voluntary Contribution. Vast agrees that it will make a voluntary contribution to the United States Treasury in the amount of Ninety Thousand Dollars ($90,000) (Voluntary Contribution). Such Voluntary Contribution shall be made in installments (each an Installment Payment). The first Installment Payment in the amount of Ten Thousand Dollars ($10,000) is due on May 1, 2014. Thereafter, an Installment Payment of Four Thousand Dollars ($4,000) is due and payable on the first day of each consecutive succeeding month for nineteen months. The balance of the Voluntary Contribution in the amount of Four Thousand Dollars ($4,000) is due and payable on January 1, 2016 (Maturity Date). Vast acknowledges and agrees that upon execution of this Consent Decree, the Voluntary Contribution and each Installment Payment shall become a "Claim" or "Debt" as defined in 31 U.S.C. § 3701(b)(1). Upon an Event of Default (as defined below), all procedures for collection as permitted by law may, at the Commission's discretion, be initiated. In addition, Vast agrees that it will make the first and all subsequent Installment Payments in United States Dollars without further demand or notice by the dates specified above. Vast shall also send electronic notification of payment to Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, William A. Kehoe at William.Kehoe@fcc.gov, and Joy M. Ragsdale at Joy.Ragsdale@fcc.gov on the date said Installment Payments are made.
Installment Payments must be made by check or similar instrument, wire transfer, or credit card, and must include the Account Number and FRN referenced in the caption to the Adopting Order. Regardless of the form of payment, a completed FCC Form 159 (Remittance Advice) must be submitted. When completing the FCC Form 159, enter the Account Number in block number 23A (call sign/other ID) and enter the letters "FORF" in block number 24A (payment type code). Below are additional instructions you should follow based on the form of payment you select:
* Payment by check or money order must be made payable to the order of the Federal Communications Commission. Such payments (along with the completed Form 159) must be mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000, or sent via overnight mail to U.S. Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.
* Payment by wire transfer must be made to ABA Number 021030004, receiving bank TREAS/NYC, and Account Number 27000001. To complete the wire transfer and ensure appropriate crediting of the wired funds, a completed Form 159 must be faxed to U.S. Bank at (314) 418-4232 on the same business day the wire transfer is initiated.
* Payment by credit card must be made by providing the required credit card information on FCC Form 159 and signing and dating the Form 159 to authorize the credit card payment. The completed Form 159 must then be mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000, or sent via overnight mail to U.S. Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.
* Questions regarding payment procedure should be addressed to the Financial Operations Group Help Desk by phone, 1-877-480-3201, or by e-mail, ARINQUIRIES@fcc.gov.
Event of Default. Vast agrees that an Event of Default shall occur upon the failure by the Company to pay the full amount of any Installment Payment on or before the due dates specified in this Consent Decree.
Interest, Charges for Collection, and Acceleration of Maturity Date. After an Event of Default has occurred under this Consent Decree, the then unpaid amount of the Voluntary Contribution shall accrue interest, computed using the U.S. Prime Rate in effect on the date of the Event of Default plus 4.75 percent, from the date of the Event of Default until payment in full. Upon an Event of Default, the then unpaid amount of the Voluntary Contribution, together with interest, as aforesaid, any penalties permitted and/or required by the law, including but not limited to 31 U.S.C. § 3717 and administrative charge(s), plus the costs of collection, litigation, and attorneys' fees, shall become immediately due and payable, without notice, presentment, demand, protest, or notice of protest of any kind, all of which are waived by Vast.
Waivers. Vast waives any and all rights it may have to seek administrative or judicial reconsideration, review, appeal or stay, or to otherwise challenge or contest the validity of this Consent Decree and the Adopting Order, provided the Bureau issues an Adopting Order as defined in this Consent Decree. Vast shall retain the right to challenge Commission interpretation of the Consent Decree or any terms contained herein. If either Party (or the United States on behalf of the Commission) brings a judicial action to enforce the terms of the Adopting Order, neither Vast nor the Commission shall contest the validity of the Consent Decree or the Adopting Order, and Vast shall waive any statutory right to a trial de novo. Vast hereby agrees to waive any claims it may otherwise have under the Equal Access to Justice Act relating to the matters addressed in this Consent Decree.
Invalidity. In the event that this Consent Decree in its entirety is rendered invalid by any court of competent jurisdiction, it shall become null and void and may not be used in any manner in any legal proceeding.
Subsequent Rule or Order. The Parties agree that if any provision of the Consent Decree conflicts with any subsequent rule or order adopted by the Commission (except an order specifically intended to revise the terms of this Consent Decree to which the Company does not expressly consent) that provision will be superseded by such Commission rule or order.
Successors and Assigns. The Company agrees that the provisions of this Consent Decree shall be binding on its successors, assigns, and transferees.
Final Settlement. The Parties agree and acknowledge that this Consent Decree shall constitute a final settlement between the Parties with respect to the Investigation. The Parties further agree that this Consent Decree does not constitute either an adjudication on the merits or a factual or legal finding or determination regarding any compliance or noncompliance with the Communications Laws.
Modifications. This Consent Decree cannot be modified without the advance written consent of both Parties.
Paragraph Headings. The headings of the paragraphs in this Consent Decree are inserted for convenience only and are not intended to affect the meaning or interpretation of this Consent Decree.
Authorized Representative. Each Party represents and warrants to the other that it has full power and authority to enter into this Consent Decree. Each Party signing this Consent Decree on behalf of a Party hereby represents that he or she is fully authorized by the Party to execute this Consent Decree and to bind the Party to its terms and conditions.
Counterparts. This Consent Decree may be signed in counterpart (including by facsimile). Each counterpart, when executed and delivered, shall be an original, and all of the counterparts together shall constitute one and the same fully executed instrument.
Theresa Z. Cavanaugh
Investigations and Hearings Division
Theodore F. Heieck
Vast Communications, LLC