WORLDCOM NETWORK SERVICES, INC.
TELECOMMUNICATIONS SERVICES AGREEMENT
(SWITCHED SERVICES)
This TELECOMMUNICATIONS SERVICES AGREEMENT (the "TSA") is entered into
as of the 20 day of August, 1999, by and between WORLDCOM NETWORK SERVICES,
INC., a Delaware corporation, with its principal office at 0000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 ("MCI WORLDCOM") and GTC Telecom
Corp., a Nevada corporation, with its principal office at 0000 Xxxxxx Xxx.,
Xxxxx X-0, Xxxxx Xxxx, XX 00000 ("CUSTOMER").
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SWITCHED SERVICES; OTHER DOCUMENTS; START OF SERVICE.
(A) Services MCI WorldCom agrees to provide and Customer agrees
to accept and pay for switched telecommunications services
and other associated services (collectively the "SWITCHED
SERVICES") as further described in the "ATTACHMENTS" attached
hereto and incorporated herein by reference, which describe
the particular services, rates, specific terms and other
information necessary or appropriate for MCI WorldCom to
provide the Switched Services to Customer. The Switched
Services provided by MCI WorldCom are subject to (i) the
terms and conditions contained in this TSA and the Program
Enrollment Terms (the "PET") which is attached hereto and
incorporated herein by reference, (ii) the rates and
discounts and other applicable terms set forth in
Attachment(s) attached hereto from time to time and
incorporated herein by reference, and (iii) each Service
Request (described below) which is accepted hereunder. The
PET, as subscribed to by the parties, shall set forth the
Effective Date, the Service Term, Customer's minimum monthly
commitment, if any, and other information necessary to
provide the Switched Services under this TSA. In the event
of a conflict between the terms of this TSA, the PET, the
Attachments and the Service Request(s), the following order
of precedence will prevail: (1) the PET, (2) the
Attachments, (3) this TSA, and (4) Service Request(s). This
TSA, the PET, and the applicable Attachments are sometimes
collectively referred to as the "AGREEMENT".
(B) Service Requests Customer's requests to initiate or cancel
Switched Services shall be described in an appropriate MCI
WorldCom Service Request ("SERVICE REQUEST"). A Service
Request may consist of machine readable tapes, facsimiles or
other means approved by MCI WorldCom. Further, Service
Requests shall specify all reasonable information, as
determined by MCI WorldCom, necessary or appropriate for MCI
WorldCom to provide the Switched Service(s) in question,
which shall include without limitation, the type, quantity
and end point(s) (when necessary) of circuits comprising a
Service Interconnection as described in the applicable
Service Schedules, or automatic number identification ("ANI")
information relevant to the Switched Service(s), the
"Requested Service Date", and charges, if any, relevant to
the Switched Services described in the Service Request.
(C) Start of Service MCI WorldCom's obligation to provide and
Customer's obligation to accept and pay for non-usage sensitive
charges for Switched Services shall be binding to the extent
provided for in this Agreement upon the submission of an
acceptable Service Request to MCI WorldCom by Customer.
Customer's obligation to pay for usage sensitive charges for
Switched Services shall commence with respect to any Switched
Service as of the date the Switched Service in question is made
available to and used by Customer ("START OF SERVICE"), but in no
event later than the "REQUESTED SERVICE DATE" if such Switched
Service is available for Customer's use as of such Requested
Service Date. Start of Service for particular Services shall be
further described in the Attachment(s) relevant to the Switched
Services in question.
2. CANCELLATION.
(A) Cancellation Charge At any time after the Effective Date,
Customer may cancel this Agreement if Customer provides
written notification thereof to MCI WorldCom not less than
thirty (30) days prior to the effective date of cancellation.
In such case (or in the event MCI WorldCom terminates this
Agreement as provided in Section 7), Customer shall pay to
MCI WorldCom all charges for Services provided through the
effective date of such cancellation plus a cancellation
charge (the "CANCELLATION CHARGE") equal to one hundred
percent (100%) of Customer's commitment(s), if any, (as
described in the PET) that would have become due for the
unexpired portion of the Service Term.
(B) Liquidated Damages It is agreed that MCI WorldCom's damages
in the event Customer cancels this Agreement shall be
difficult or impossible to ascertain. The provision for a
Cancellation Charge in Subsection 2(A) above is intended,
therefore, to establish liquidated damages in the event of a
cancellation and is not intended as a penalty.
(C) Cancellation Without Charge Notwithstanding anything to the
contrary contained in Subsection 2(A) above, Customer may
cancel this Agreement, as provided below, without incurring
any cancellation charge (other than payment for Services
provided by MCI WorldCom up through the effective date of
cancellation) if (i) MCI WorldCom fails to provide a network
as warranted in Section 8 below; (ii) MCI WorldCom fails to
deliver call detail records promptly based on the frequency
selected by Customer (i.e., monthly, weekly or daily); or
(iii) MCI WorldCom fails to submit ANI(s) relevant to
Customer's Service Requests to the applicable local exchange
companies ("LECS") within the time period described in
applicable Attachment(s). Provided, however, Customer must
give MCI WorldCom written notice of any such default and an
opportunity to cure such default within five (5) days of the
notice. In the event MCI WorldCom fails to cure any such
default within the five-day period on more than three (3)
occasions within any six (6) month period, Customer may
cancel this Agreement without incurring any cancellation charge.
3. CUSTOMER'S END USERS.
(A) End Users Customer will obtain, and upon MCI WorldCom's request
provide MCI WorldCom (within two (2) business days of the date of
the request), a written Letter of Agency ("LOA") acceptable to MCI
WorldCom (or with any other means if approved by the Federal
Communications Commission ("FCC"), the applicable public utility
commission ("PUC") and the applicable LEC), for each ANI
indicating the consent of such end user of Customer ("END USER")
to be served by Customer and transferred (by way of change of such
End User's designated presubscribed interexchange carrier (PIC))
to the MCI WorldCom network prior to submitting a Service Request
to MCI WorldCom. Each LOA will provide, among other things, that
the End User has consented to the transfer being performed by
Customer or Customer's designee. When applicable, Customer will
be responsible for notifying its End Users, in writing (or by any
other means if approved by the FCC, the applicable PUC and the
applicable LEC) that (i) a transfer charge will be reflected on
their LEC xxxx for effecting a change in their PIC, (ii) the
entity name under which their interstate, intrastate, local and/or
operator services will be billed (if different from Customer), and
(iii) the "primary" telephone number(s) to be used for maintenance
and questions concerning their telecommunications services and/or
billing. Customer agrees to send MCI WorldCom a copy of the
documentation Customer uses to satisfy the above requirements
promptly upon request of MCI WorldCom. MCI WorldCom may change
the foregoing requirements for Customer's confirming orders and/or
for notifying End Users regarding the transfer charge at any time
in order to conform with applicable FCC and state regulations.
Provided, however, Customer will be solely responsible for
ensuring that the transfer of End Users to the MCI WorldCom
network conforms with applicable FCC and state regulations,
including without limitation, the regulations established by the
FCC with respect to verification of orders for long distance
service generated by telemarketing as promulgated in 47 C.F.R.,
Part 64, Subpart K, Section64.1100 or any successor regulation(s).
(B) Transfer Charges/Disputed Transfers Customer agrees that it is
responsible for (i) all charges incurred by MCI WorldCom to change
the PIC of End Users to the MCI WorldCom network, (ii) all charges
incurred by MCI WorldCom to change End Users back to their
previous PIC arising from disputed transfers to the MCI WorldCom
network plus, at MCI WorldCom's option, an administrative charge
equal to twenty percent (20%) of such charges, and (iii) any other
damages or costs suffered by or awards against MCI WorldCom
resulting from disputed transfers.
(C) Excluded ANIs Customer agrees to provide all ANIs to be
carried on the MCI WorldCom network prior to the provisioning
of such ANIs with the LECs. MCI WorldCom has the right to
reject any ANI supplied by Customer for any of the following
reasons: (i) MCI WorldCom is not authorized to provide or
does not provide long distance services in the particular
jurisdiction in which the ANI is located, (ii) a particular
ANI submitted by Customer is not in proper form, (iii)
Customer is not certified to provide long distance services
in the jurisdiction in which the ANI is located, (iv)
Customer is in material default of this Agreement, (v)
Customer fails to cooperate with MCI WorldCom in implementing
reasonable verification processes determined by MCI WorldCom
to be necessary or appropriate in the conduct of business,
(vi) such ANI is rejected by a LEC (e.g., "PIC freezes"), or
(vii) any other circumstance reasonably determined by MCI
WorldCom which could adversely affect MCI WorldCom's
performance under this Agreement or MCI WorldCom's general
ability to transfer its other customers or other end users to
the MCI WorldCom network, including without limitation, MCI
WorldCom's ability to electronically effect PIC changes with
the LECs. In the event MCI WorldCom rejects an ANI, MCI
WorldCom will notify Customer of its decision specifically
describing the rejected ANI and the reason(s) for rejecting
that ANI, and will not incur any further liability under this
Agreement with regard to that ANI. Further, any ANI
previously requested by Customer for Switched Services may be
deactivated by MCI WorldCom if no Switched Services xxxxxxxx
relevant thereto are generated in any three (3) consecutive
calendar month/billing periods. MCI WorldCom will be under
no obligation to accept ANIs submitted by Customer within the
last full calendar month period preceding the scheduled
expiration of the Service Term.
(D) Records Customer will maintain documents and records
("RECORDS") supporting Customer's re-sale of Switched
Services, including, but not limited to, appropriate and
valid documentation of each subscribing End User's
authorization to Customer to act as the End User's PIC for a
period of not less than twelve (12) months or such longer
period as may be required by applicable law, rule or
regulation. Customer shall indemnify MCI WorldCom for any
and all costs, charges or expenses incurred by MCI WorldCom
arising from disputed PIC selections involving Switched
Services to be provided to Customer.
(E) Customer Service Customer will be solely responsible for
billing its End Users and providing such End Users with
customer service. Customer agrees to notify MCI WorldCom as
soon as reasonably possible in the event an End User notifies
Customer of problems associated with the Switched Services,
including without limitation, excess noise, echo, or loss of
service.
4. CUSTOMER'S RESPONSIBILITIES.
(A) Expedite Charges In the event Customer requests expedited
services and/or changes to Service Requests and MCI WorldCom
agrees to such request, MCI WorldCom will pass through the charges
assessed by any supplying parties (e.g., local access providers)
for such expedited charges and/or changes to Service Requests
involved at the same rate to Customer. MCI WorldCom may further
condition its performance of such request upon Customer's payment
of such additional charges to MCI WorldCom.
(B) Fraudulent Calls Customer shall indemnify and hold MCI WorldCom
harmless from any and all costs, expenses, damages, claims or
actions arising from fraudulent calls of any nature which may
comprise a portion of the Switched Services to the extent that the
party claiming the call(s) in question to be fraudulent is (or had
been at the time of the call) an End User of such Switched
Services through Customer or an end user of the Switched Services
through Customer's distribution channels. Customer shall not be
excused from paying MCI WorldCom for Switched Services provided to
Customer or any portion thereof on the basis that fraudulent calls
comprised a corresponding portion of the Switched Services. In
the event MCI WorldCom discovers fraudulent calls being made (or
reasonably believes fraudulent calls are being made), nothing
contained herein shall prohibit MCI WorldCom from taking immediate
action (without notice to Customer) that is reasonably necessary
to prevent such fraudulent calls from taking place, including
without limitation, denying Switched Services to particular ANIs
or terminating Switched Services to or from specific locations.
Provided, however, nothing contained herein will impose any
obligation on MCI WorldCom to take any action with respect to
fraudulent calls.
5. CHARGES AND PAYMENT TERMS.
(A) Payment MCI WorldCom xxxxxxxx for Switched Services hereunder are
made on a monthly basis (or such other basis as may be mutually
agreed to by the parties) following Start of Service. Subject to
Subsection 5(C) below, Switched Services shall be billed at the
rates set forth in the applicable Attachment(s). Discounts, if
any, applicable to the rates for certain Services are set forth in
the applicable Attachment(s). Customer will pay all undisputed
charges relative to each MCI WorldCom invoice for Switched
Services within thirty (30) days of the invoice date set forth on
each MCI WorldCom invoice to Customer ("DUE DATE"). If payment is
not received by MCI WorldCom on or before the Due Date, Customer
shall also pay a late fee in the amount of the lesser of one and
one-half percent (11/2%) of the unpaid balance of the charges for
Switched Services rendered per month or partial month that such
payment is late, or the maximum lawful rate under applicable state
law.
(B) Taxes Customer acknowledges and understands that MCI WorldCom
computes all charges herein exclusive of any applicable federal,
state or local use, excise, gross receipts, sales and privilege
taxes, duties, fees or similar liabilities (other than general
income or property taxes), whether charged to or against MCI
WorldCom or Customer because of the Switched Services furnished to
Customer ("ADDITIONAL CHARGES"). Customer shall pay such
Additional Charges in addition to all other charges provided for
herein. Customer will not be liable for certain Additional
Charges if Customer provides MCI WorldCom with an appropriate
exemption certificate.
(C) Modification of Charges MCI WorldCom reserves the right to
eliminate particular Switched Services and/or modify charges for
particular Switched Services (which charge modifications shall not
exceed then-current generally available MCI WorldCom charges for
comparable services), upon not less than sixty (60) days prior
notice to Customer, which notice will state the effective date for
the charge modification. In the event MCI WorldCom notifies
Customer of the elimination of a particular Switched Service
and/or an increase in the charges, Customer may terminate this
Agreement without incurring a cancellation charge (other than
payment for Services provided by MCI WorldCom up through the
effective date of cancellation) only with respect to the Switched
Service(s) affected by the increase in charges. In order to
cancel such Switched Service(s), Customer must notify MCI
WorldCom, in writing, at least thirty (30) days prior to the
effective date of the increase in charges. In the event Customer
cancels its subscription to a particular Switched Service as
described in this Subsection 5(C), MCI WorldCom and Customer agree
to negotiate in good faith concerning Customer's minimum monthly
commitment, if any, described in the PET.
(D) Billing Disputes Notwithstanding the foregoing, amounts
reasonably disputed by Customer (along with late fees
attributable to such amounts) shall apply but shall not be
due and payable for a period of sixty (60) days following the
Due Date therefor, provided Customer: (i) pays all undisputed
charges on or before the Due Date, (ii) presents a written
statement and supporting documentation of any billing
discrepancies to MCI WorldCom in reasonable detail on or
before the Due Date of the invoice in question, and (iii)
negotiates in good faith with MCI WorldCom for the purpose of
resolving such dispute within said sixty (60) day period. In
the event such dispute is mutually agreed upon and resolved
in favor of MCI WorldCom, Customer agrees to pay MCI WorldCom
the disputed amounts together with any applicable late fees
within ten (10) days of the resolution (the "ALTERNATE DUE
DATE"). In the event such dispute is mutually agreed upon
and resolved in favor of Customer, Customer will receive a
credit for the disputed charges in question and the
applicable late fees. In the event MCI WorldCom has
responded to Customer's dispute in writing and the parties
fail to mutually resolve or settle the dispute within such
sixty (60) day period (unless MCI WorldCom has agreed in
writing to extend such period) all disputed amounts together
with late fees shall become due and payable, and this
provision shall not be construed to prevent Customer from
pursuing any available legal remedies. MCI WorldCom shall
not be obligated to consider any Customer notice of billing
discrepancies which are received by MCI WorldCom more than
sixty (60) days following the Due Date of the invoice in
question.
6. CREDIT; CREDITWORTHINESS:
(A) Credit Customer's execution of this Agreement signifies
Customer's acceptance of MCI WorldCom's initial and
continuing credit approval procedures and policies. MCI
WorldCom reserves the right to withhold initiation or full
implementation of any or all Switched Services under this
Agreement pending MCI WorldCom's initial satisfactory credit
review and approval thereof which may be conditioned upon
terms specified by MCI WorldCom, including, but not limited
to, security for payments due hereunder in the form of a cash
deposit or other means. MCI WorldCom reserves the right to
modify its requirements, if any, with respect to any security
or other assurance provided by Customer for payments due
hereunder in light of Customer's actual usage when compared
to projected usage levels upon which any security or
assurance requirement was based.
(B) Creditworthiness If at any time there is a material adverse
change in Customer's creditworthiness, then in addition to any
other remedies available to MCI WorldCom, MCI WorldCom may elect,
in its sole discretion, to exercise one or more of the following
remedies: (i) cause Start of Service for Switched Services
described in a previously executed Service Request to be withheld;
(ii) cease providing Switched Services pursuant to a Suspension
Notice in accordance with Section 7(A); (iii) decline to accept a
Service Request or other requests from Customer to provide
Switched Services which MCI WorldCom may otherwise be obligated to
accept; and/or (iv) condition its provision of Switched Services
or acceptance of a Service Request on Customer's assurance of
payment which shall be a deposit or such other means to establish
reasonable assurance of payment. An adverse material change in
Customer's creditworthiness shall include, but not be limited to:
(i) Customer's material default of its obligations to MCI WorldCom
under this or any other agreement with MCI WorldCom; (ii) failure
of Customer to make full payment of all undisputed charges due
hereunder on or before the Due Date (or disputed charges on or
before the Alternate Due Date) on three (3) or more occasions
during any period of twelve (12) or fewer months or Customer's
failure to make such payment on or before the Due Date (or the
Alternate Due Date, if applicable) in any two (2) consecutive
months; (iii) acquisition of Customer (whether in whole or by
majority or controlling interest) by an entity which is insolvent,
which is subject to bankruptcy or insolvency proceedings, which
owes past due amounts to MCI WorldCom or any entity affiliated
with MCI WorldCom or which is a materially greater credit risk
than Customer; or, (iv) Customer's being subject to or having
filed for bankruptcy or insolvency proceedings or the legal
insolvency of Customer.
7. REMEDIES FOR BREACH.
(A) Suspension of Service In the event all undisputed charges due
pursuant to MCI WorldCom's invoice are not paid in full by the Due
Date or disputed charges owed by Customer, if any, are not paid in
full by the Alternate Due Date, MCI WorldCom shall have the right,
after giving Customer at least five (5) days prior notice and
opportunity to pay such charges within such 5-day period, to
suspend all or any portion of the Switched Services to Customer
("SUSPENSION NOTICE") until such time (designated by MCI WorldCom
in its Suspension Notice) as Customer has paid in full all
undisputed charges then due to MCI WorldCom, including any late
fees. Following such payment, MCI WorldCom shall reinstitute
Switched Services to Customer only when Customer provides MCI
WorldCom with satisfactory assurance of Customer's ability to pay
for such Switched Services (i.e., a deposit, letter of credit or
other means acceptable to MCI WorldCom) and Customer's advance
payment of the cost of reinstituting such Switched Services. If
Customer fails to make the required payment by the date set forth
in the Suspension Notice, Customer will be deemed to have canceled
this Agreement as of the date set forth in the Suspension Notice
which cancellation shall not relieve Customer for payment of the
Cancellation Charge as described in Section 2.
(B) Disconnection of Service In the event Customer is in material
breach of this Agreement, including without limitation, failure to
pay all undisputed charges due hereunder by the date stated in the
Suspension Notice described in Subsection 7(A) above, MCI WorldCom
shall have the right, after giving Customer at least five (5) days
prior written notice and opportunity to cure (which notice may be
given instead of or in conjunction with the Suspension Notice
described in Subsection 7(A) above), and in addition to
foreclosing any security interest MCI WorldCom may have, to (i)
disconnect all or any portion the Switched Services being provided
hereunder and/or terminate this Agreement; (ii) withhold billing
information from Customer; and/or (iii) contact the End Users (for
whom calls are originated and terminated solely over facilities
comprising the MCI WorldCom network) directly and xxxx such End
Users directly until such time as MCI WorldCom has been paid in
full for the amount owed by Customer. If Customer fails to make
payment by the date stated in the Suspension Notice and MCI
WorldCom, after giving Customer five (5) days prior written
notice, terminates this Agreement as provided in this Section 7,
such termination shall not relieve Customer for payment of the
Cancellation Charge as described in Section 2 above.
8. WARRANTY. MCI WorldCom will use reasonable efforts under the
circumstances to maintain its overall network quality. The quality of
Switched Services provided hereunder shall be consistent with
telecommunications common carrier industry standards, government regulations
and sound business practices. MCI WORLDCOM MAKES NO OTHER WARRANTIES ABOUT
THE SWITCHED SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE.
9. LIABILITY; GENERAL INDEMNITY; REIMBURSEMENT.
(A) Limited Liability IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION,
LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR
LOSS OF PROFITS ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE
PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.
(B) General Indemnity In the event parties other than Customer (e.g.,
Customer's End Users) shall have use of the Switched Services
through Customer, then Customer agrees to forever indemnify and
hold MCI WorldCom, its affiliated companies and any third-party
provider or operator of facilities employed in provision of the
Switched Services harmless from and against any and all claims,
demands, suits, actions, losses, damages, assessments or payments
which those parties may assert arising out of or relating to any
defect in the Switched Services or MCI WorldCom's provision or
nonprovision of Switched Services under this Agreement.
(C) Reimbursement Customer agrees to reimburse MCI WorldCom for all
reasonable costs and expenses incurred by MCI WorldCom due to MCI
WorldCom's direct participation (either as a party or witness) in
any administrative, regulatory or criminal proceeding concerning
Customer if MCI WorldCom's involvement in said proceeding is based
solely on MCI WorldCom's provision of Switched Services to Customer.
10. FORCE MAJEURE. If MCI WorldCom's performance of this Agreement or any
obligation hereunder is prevented, restricted or interfered with by causes
beyond its reasonable control including, but not limited to, acts of God,
fire, explosion, vandalism, cable cut, storm or other similar occurrence,
any law, order, regulation, direction, action or request of the United
States government, or state or local governments, or of any department,
agency, commission, court, bureau, corporation or other instrumentality of
any one or more such governments, or of any civil or military authority, or
by national emergency, insurrection, riot, war, strike, lockout or work
stoppage or other labor difficulties, or supplier failure, shortage, breach
or delay, then MCI WorldCom shall be excused from such performance on a
day-to-day basis to the extent of such restriction or interference. MCI
WorldCom shall use reasonable efforts under the circumstances to avoid or
remove such causes of nonperformance and shall proceed to perform with
reasonable dispatch whenever such causes are removed or cease.
11. STATE CERTIFICATION. Customer warrants that in all jurisdictions in
which it provides long distance services that require certification, it has
obtained the necessary certification from the appropriate governmental
authority and, if requested by MCI WorldCom, agrees to provide proof of such
certification acceptable to MCI WorldCom. In the event Customer is
prohibited, either on a temporary or permanent basis, from continuing to
conduct its telecommunications operations in a given jurisdiction, Customer
shall (i) immediately notify MCI WorldCom by facsimile, (ii) send written
notice to MCI WorldCom within twenty-four (24) hours of such prohibition,
and (iii) take immediate steps to suspend or discontinue its use of Switched
Services in such jurisdiction.
12. INTERSTATE/INTRASTATE SERVICE. Except with respect to Switched
Services specifically designated as intrastate Services or international
Services, the rates provided to Customer in the applicable Attachments are
applicable only to Switched Services if such Switched Services are used for
carrying interstate telecommunications (i.e., Switched Services subject to
FCC jurisdiction). MCI WorldCom shall not be obligated to provide Switched
Services with end points within a single state or Switched Services which
originate/terminate at points both of which are situated within a single
state. In those states where MCI WorldCom is authorized to provide
intrastate service (i.e., telecommunications transmission services subject
to the jurisdiction of state regulatory authorities), MCI WorldCom will, at
its option, provide intrastate Switched Services pursuant to applicable
state laws, regulations and applicable tariff, if any, filed by MCI WorldCom
with state regulatory authorities as required by applicable law.
13. AUTHORIZED USE OF MCI WORLDCOM NAME; PRESS RELEASES. Without MCI
WorldCom's prior written consent, Customer shall not (i) refer to itself as
an authorized representative of MCI WorldCom whenever it refers to the
Switched Services in promotional, advertising or other materials, or (ii)
use MCI WorldCom's logos, trade marks, service marks, or any variations
thereof in any of its promotional, advertising or other materials.
Additionally, Customer shall provide to MCI WorldCom for its prior review
and written approval, all promotions, advertising or other materials or
activity using or displaying MCI WorldCom's name or the Services to be
provided by MCI WorldCom. In the event MCI WorldCom fails to provide its
approval such promotion, advertising or other materials shall be deemed not
approved. Customer agrees to change or correct, at Customer's expense, any
such material or activity which MCI WorldCom, in its sole judgment,
determines to be inaccurate, misleading or otherwise objectionable for any
reason. Customer is explicitly authorized to only use the following
statements in its sales literature or if in response to an inquiry by
Customer's End User: (i) "Customer utilizes the MCI WorldCom network", (ii)
"Customer utilizes MCI WorldCom's facilities", (iii) "MCI WorldCom provides
only the network facilities", and (iv) "MCI WorldCom is our network services
provider". Except as specifically provided in this Section 13, the parties
further agree that any press release, advertisement or publication generated
by a party regarding this Agreement, the Services provided hereunder or in
which a party desires to mention the name of the other party or the other
party's parent or affiliated company(ies), will be submitted to the
non-publishing party for its written approval prior to publication.
14. NOTICES. Notices under this Agreement shall be in writing and
delivered to the person identified below at the offices of the parties as
they appear below or as otherwise provided for by proper notice hereunder.
Customer shall notify MCI WorldCom in writing if Customer's billing address
is different than the address shown below. The effective date for any
notice under this Agreement shall be the date of actual receipt of such
notice by the appropriate party, notwithstanding the date of mailing or
transmittal via hand delivery or facsimile.
IF TO MCI WORLDCOM: WorldCom Network Services, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Wholesale Services
IF TO CUSTOMER: GTC TELECOM CORP.
0000 Xxxxxx Xxx. Bld. X-0
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Telephone No.: 000-000-0000
Fax No.: 000-000-0000
15. NO-WAIVER. No term or provision of this Agreement shall be deemed
waived and no breach or default shall be deemed excused unless such waiver
or consent shall be in writing and signed by the party claimed to have
waived or consented. A consent to waiver of or excuse for a breach or
default by either party, whether express or implied, shall not constitute a
consent to, waiver of, or excuse for any different or subsequent breach or
default.
16. PARTIAL INVALIDITY; GOVERNMENT ACTION.
(A) Partial Invalidity If any part of any provision of this Agreement
or any other agreement, document or writing given pursuant to or
in connection with this Agreement shall be invalid or
unenforceable under applicable law, rule or regulation, that part
shall be ineffective to the extent of such invalidity only,
without in any way affecting the remaining parts of that provision
or the remaining provisions of this Agreement. In such event,
Customer and MCI WorldCom will negotiate in good faith with
respect to any such invalid or unenforceable part to the extent
necessary to render such part valid and enforceable.
(B) Government Action Upon thirty (30) days prior notice, either
party shall have the right, without liability to the other, to
cancel an affected portion of the Switched Service if any material
rate or term contained in this Agreement and relevant to the
affected Switched Service is substantially changed (to the
detriment of the terminating party) or found to be unlawful or the
relationship between the parties hereunder is found to be unlawful
by order of the highest court of competent jurisdiction to which
the matter is appealed, the FCC, or other local, state or federal
government authority of competent jurisdiction. Provided, the
30-day notice required hereunder may be shortened as necessary if
such order goes into effect prior to thirty (30) days.
17. EXCLUSIVE REMEDIES. Except as otherwise specifically provided for
herein, the remedies set forth in this Agreement comprise the exclusive
remedies available to either party at law or in equity.
18. USE OF SERVICE. Upon MCI WorldCom's acceptance of a Service Request
hereunder, MCI WorldCom will provide the Switched Services specified therein
to Customer upon condition that such Switched Services shall not be used for
any unlawful purpose. The provision of Switched Services is not intended to
and will not create a partnership or joint venture between the parties or
result in a joint communications service offering to any third parties, and
MCI WorldCom and Customer agree that this Agreement, to the extent it is
subject to FCC regulation, is an inter-carrier agreement which is not
subject to the filing requirements of Section 211(a) of the Communications
Act of 1934 (47 U.S.C. Section 211(a)) as implemented in 47 C.F.R. Section
43.51.
19. CHOICE OF LAW; FORUM.
(A) Law This Agreement shall be construed under the laws of the State
of Oklahoma without regard to choice of law principles.
(B) Forum Any legal action or proceeding with respect to this
Agreement may be brought in the Courts of the State of Oklahoma in
and for the County of Tulsa or the United States of America for
the Northern District of Oklahoma. By execution of this
Agreement, both Customer and MCI WorldCom hereby submit to such
jurisdiction, hereby expressly waiving whatever rights may
correspond to either of them by reason of their present or future
domicile. In furtherance of the foregoing, Customer and MCI
WorldCom hereby agree to service by U.S. Mail at the notice
addresses referenced in Section 14. Such service shall be deemed
effective upon the earlier of actual receipt or seven (7) days
following the date of posting.
20. PROPRIETARY INFORMATION.
(A) Confidential Information The parties understand and agree that
the terms and conditions of this Agreement (but not the existence
thereof), all documents referenced herein (including invoices to
Customer for Switched Services provided hereunder), communications
between the parties regarding this Agreement or the Switched
Services to be provided hereunder (including price quotes to
Customer for any services proposed to be provided or actually
provided hereunder), as well as such information relevant to any
other agreement between the parties (collectively "CONFIDENTIAL
INFORMATION"), are confidential as between Customer and MCI WorldCom.
(B) Limited Disclosure A party shall not disclose Confidential
Information (unless subject to discovery or disclosure pursuant to
legal process), to any other party other than the directors,
officers, and employees of a party or a party's agents including
their respective attorneys, consultants, brokers, lenders,
insurance carriers or bona fide prospective purchasers who have
specifically agreed in writing to nondisclosure of the terms and
conditions hereof. Any disclosure hereof required by legal
process shall only be made after providing the non-disclosing
party with notice thereof in order to permit the non-disclosing
party to seek an appropriate protective order or exemption.
Violation by a party or its agents of the foregoing provisions
shall entitle the non-disclosing party, at its option, to obtain
injunctive relief without a showing of irreparable harm or injury
and without bond.
(C) Survival of Confidentiality The provisions of this Section 20
will be effective as of the date of this Agreement and remain in
full force and effect for a period which will be the longer of (i)
one (1) year following the date of this Agreement, or (ii) one (1)
year from the termination or expiration of all Services hereunder.
21. SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
or assigns, provided, however, that Customer shall not assign or transfer
its rights or obligations under this Agreement without the prior written
consent of MCI WorldCom, which consent shall not be unreasonably withheld or
delayed, and further provided that any assignment or transfer without such
consent shall be void.
22. GENERAL.
(A) Survival of Terms The terms and provisions contained in this
Agreement that by their sense and context are intended to survive
the performance thereof by the parties hereto shall so survive the
completion of performance and termination of this Agreement,
including, without limitation, provisions for indemnification and
the making of any and all payments due hereunder.
(B) Headings Descriptive headings in this Agreement are for
convenience only and shall not affect the construction of this
Agreement.
(C) Industry Terms Words having well-known technical or trade
meanings shall be so construed, and all listings of items shall
not be taken to be exclusive, but shall include other items,
whether similar or dissimilar to those listed, as the context
reasonably requires.
(D) Rule of Construction No rule of construction requiring
interpretation against the drafting party hereof shall apply in
the interpretation of this Agreement.
23. ENTIRE AGREEMENT. This Agreement consists of (i) all the terms and
conditions contained herein, and (ii) all documents incorporated herein
specifically by reference. This Agreement constitutes the complete and
exclusive statement of the understandings between the parties and supersedes
all prior and contemporaneous proposals and agreements (oral or written)
between the parties relating to the Switched Services provided hereunder.
No subsequent agreement between the parties concerning the Switched Services
(including further Attachments) shall be effective or binding unless it is
made in writing and signed by Customer and MCI WorldCom.
IN WITNESS WHEREOF, the parties have executed this Telecommunications
Services Agreement (Switched Services) as of the dates set forth below which
Agreement will be effective as described in the PET attached hereto.
WORLDCOM NETWORK SERVICES, INC. GTC TELECOM CORP.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxx
(Signature) (Signature)
Xxxxxx X. Xxxxxxx Xxxx Xxxxxx
(Print Name) (Print Name)
Director President
(Title) (Title)
8-20-99 8/17/99
(Date) (Date)
EFFECTIVE DATE: SEPT. 1, 1999
WORLDCOM NETWORK SERVICES, INC.
PROGRAM ENROLLMENT TERMS
(SWITCHED SERVICES)
These PROGRAM ENROLLMENT TERMS (the "PET") are made by and
between WorldCom Network Services, Inc. ("MCI WORLDCOM") and Genx,
LLC (d/b/a Preferred Discount Plan) ("CUSTOMER") and are a part of
their Telecommunications Services Agreement for Switched Services.
Capitalized terms not defined herein shall have the meaning ascribed
to them in the TSA, the applicable Attachment(s) or applicable
tariffs referenced in such Attachment(s). Neither Customer nor MCI
WorldCom shall be obligated with respect to the Switched Services
described in any Attachment, nor any other condition of such
Switched Services until Customer has submitted and MCI WorldCom has
accepted a Service Request with respect to the particular Switched
Service.
1. SERVICE TERM:
(A) The Service Term shall commence as of the Effective Date (as
described below) and shall continue for a period of
twenty-four (24) months (the "SERVICE TERM"). Upon expiration
of the Service Term, the Switched Services in question will
continue to be provided pursuant to the same terms and
conditions as are then in effect (including without
limitation, the applicable rates, discounts and commitments,
if any), subject to termination by either party upon thirty
(30) days prior written notice to the other party. MCI
WorldCom will not be obligated to accept any Service Request
under this Agreement if Customer's initial Service Request is
(i) not submitted by Customer within thirty (30) days of the
Effective Date of this Agreement, and (ii) not subject to a
Requested Service Date within ninety (90) days of the
Effective Date.
(A) For purposes of this Agreement, the appropriate Effective Date
as determined under this Subsection (B) will be filled in the
area provided above by MCI WorldCom. If Customer has an
existing switched services agreement with MCI WorldCom or its
affiliates, the "EFFECTIVE DATE" will be the 1st day of the
month following the later of (i) twenty-one (21) days after
this Agreement has been fully executed by both parties, or
(ii) Customer has received a satisfactory credit review and
approval from MCI WorldCom's Credit Department pursuant to
Subsection 6(A) of the TSA, and all security documentation, if
any, required by MCI WorldCom has been properly executed and
delivered to MCI WorldCom (collectively, the "CREDIT REVIEW").
If Customer does not have an existing switched services
agreement with MCI WorldCom or its affiliates, the "EFFECTIVE
DATE" will be the date this Agreement has been fully executed
by both parties and the Credit Review has been completed.
2. MONTHLY REVENUE: For purposes of this Agreement, Customer's
"MONTHLY REVENUE" will be comprised of (i) the aggregation of
all of Customer's Switched Services Revenue as such term is
described in each of the applicable Attachments, PLUS (ii)
Customer's Data Revenue (as defined herein) from MCI WorldCom.
For purposes of this Agreement, Customer's "DATA REVENUE"
will be comprised of Customer's monthly recurring private line
Interexchange Service charges (i.e., both Domestic and
International) PLUS Customer's Monthly Port Charges, Monthly
CIR Charges and Monthly NNI Charges, if any, as are
specifically described in an agreement for Frame Relay
Services between MCI WorldCom and Customer. Customer's
Monthly Revenue will not include any pro rata charges, access
charges, ancillary or special feature charges, such as,
Authorization codes or CDR Tapes, or any other charges other
than those identified by the relevant MCI WorldCom invoice as
charges specifically mentioned in this Section 2.
3. SERVICE INTERCONNECTIONS.
(A) In order to utilize (i) CLASSIC 2000 CARRIER TERMINATION
Service, CLASSIC 2000 CARRIER ORIGINATION Service, TRANSCENDJ
2000 CARRIER TERMINATION Service, TRANSCENDJ 2000 CARRIER
ORIGINATION Service, ACCESS BASED BILLING CARRIER TERMINATION
Service, ACCESS BASED BILLING CARRIER ORIGINATION Service, one
or more full time dedicated connections between Customer's
network and the MCI WorldCom network at one or more MCI
WorldCom designated locations ("MCI WORLDCOM POP") must be
established ("CARRIER SERVICE INTERCONNECTION(S)"), (ii)
CLASSIC 2000 END USER DEDICATED ACCESS Service (1+ or TOLL
FREE), TRANSCENDJ 2000 END USER DEDICATED ACCESS Service (1+
or TOLL FREE), or ACCESS BASED BILLING END USER DEDICATED
ACCESS Service (1+ or TOLL FREE), one or more full time
dedicated connections between an End User's private branch
exchange ("PBX") or other customer premise equipment and the
MCI WorldCom network at one or more MCI WorldCom POP(s) must
be established ("DEDICATED SERVICE INTERCONNECTION(S)"), and
(iii) PRISM I TERMINATION Service and ADVANCED TOLL FREE
Service, one or more full time dedicated connections between
Customer's network and the MCI WorldCom network at one or more
MCI WorldCom POP(s) must be established ("CARRIER PLUS SERVICE
INTERCONNECTION(S)"). Each Carrier Service Interconnection,
Carrier PLUS Service Interconnection and Dedicated Service
Interconnection shall be comprised of one or more dedicated
access circuits, as the case may be. Carrier Service
Interconnection(s), Carrier PLUS Service Interconnections and
Dedicated Service Interconnection(s) are collectively referred
to as "SERVICE INTERCONNECTIONS".
(B) The circuit(s) comprising each Service Interconnection to a
MCI WorldCom POP shall be requested by Customer on the
appropriate MCI WorldCom Service Request. Each Service
Request will describe (among other things) the MCI WorldCom
POP to which a Service Interconnection is to be established,
the Requested Service Date therefor, the type and quantity of
circuits comprising the Service Interconnection and any
charges and other information relevant thereto, such as,
Customer's originating or terminating switch location, as the
case may be. Such additional information may be obtained from
Customer or gathered by MCI WorldCom and recorded in Technical
Information Sheets provided by MCI WorldCom.
(C) Once ordered, and unless otherwise provided for in this
Agreement, Service Interconnection(s) or the circuits
comprising each Service Interconnection may only be canceled
by Customer upon not less than thirty (30) days prior written
notice to MCI WorldCom.
(D) With respect to a Carrier Service Interconnection or a Carrier
PLUS Service Interconnection, Customer shall be solely
responsible for establishing and maintaining each Carrier
Service Interconnection or Carrier PLUS Service
Interconnection over facilities subject to MCI WorldCom's
approval. With respect to Dedicated Service Interconnections,
MCI WorldCom will provision and maintain local access
facilities between the End User location (i.e., PBX) and the
MCI WorldCom POP, subject to any LEC charges plus other
applicable terms and charges set forth in MCI WorldCom's
applicable tariffs (or the applicable tariffs of its
affiliates), however, Customer may elect to be responsible for
establishing each Dedicated Service Interconnection over
facilities subject to MCI WorldCom's approval. Service
Interconnections shall be only comprised of DS-1 facilities
unless otherwise provided for in the Service Request and
agreed to in writing by MCI WorldCom. If a Service
Interconnection is proposed to be made via a local exchange
carrier, MCI WorldCom will have the authority to direct
Customer to utilize MCI WorldCom's entrance facilities or
local serving arrangement ("LSA") with the relevant local
telephone operating company, and Customer will be subject to a
non-discriminatory charge therefor from MCI WorldCom. The
monthly recurring charge relevant to Customer's use of LSA
capacity shall be subject to upward adjustment by MCI WorldCom
from time to time which adjustment, if any, shall not exceed
the rate that otherwise would be charged for the equivalent
switched access capacity between the same points by the
relevant local telephone operating company pursuant to its
published charges for the type of service in question.
(E) If other private line interexchange facilities are necessary
to establish a Service Interconnection, and such facilities
are requested from MCI WorldCom, such facilities will be
provided on an individual case basis.
(F) Commencing with the second full calendar month following Start
of Service for each circuit comprising a Service
Interconnection (i.e., Carrier Service Interconnections,
Dedicated Service Interconnections and Carrier PLUS
Interconnections) and thereafter, Customer will maintain
Switched Services measured usage charges per DS-1 (or DS-1
equivalent circuit) of not less than an average of $1,500 per
calendar month/billing period ("MINIMUM MONTHLY USAGE"). In
the event Customer fails to obtain the required Minimum
Monthly Usage for the circuits comprising each Service
Interconnection, MCI WorldCom will charge and Customer will
pay the difference between the total combined number of DS-1s
times the Minimum Monthly Usage (i.e., $1,500) and Customer's
total combined Switched Services measured usage charges for
the circuit(s) comprising the Service Interconnection in
question ("MINIMUM USAGE CHARGE"). MCI WorldCom CLASSIC 2000
CARRIER TERMINATION Service, CLASSIC 2000 CARRIER ORIGINATION
Service and CLASSIC 2000 END USER DEDICATED Service (1+ and
TOLL FREE) minutes carried over the same Service
Interconnection, TRANSCENDJ 2000 TERMINATION Service,
TRANSCENDJ 2000 CARRIER ORIGINATION Service and TRANSCENDJ
2000 END USER DEDICATED ACCESS Service (1+ and TOLL FREE)
minutes carried over the same Service Interconnection, ACCESS
BASED BILLING 2000 CARRIER TERMINATION Service, ACCESS BASED
CARRIER ORIGINATION Service and ACCESS BASED BILLING END USER
DEDICATED Service (1+ and TOLL FREE) carried over the same
Service Interconnection, or PRISM I TERMINATION Service and
ADVANCED TOLL FREE Service minutes carried over the same
Service Interconnection, shall be included in determining if
Customer has met the Minimum Monthly Usage requirement
described herein.
Example: Assume Customer's actual Switched Services
measured usage charges for 2 DS-1s comprising a Carrier
Service Interconnection at MCI WorldCom POP A is $3,500,
Customer's actual Switched Services measured usage charges for
2 DS-1s comprising a Carrier Service Interconnection at MCI
WorldCom POP B is $4,500, and Customer's End User's actual
Switched Services measured usage charges for 1 DS-1 comprising
a Dedicated Service Interconnection at MCI WorldCom POP C is
$600. Customer would not be subject to a Minimum Usage Charge
since Customer's actual Minimum Monthly Usage is $8,600 which
exceeds Customer's Minimum Monthly Usage of $7,500 [5 x $1,500].
(G) DS-1 circuits comprising all Service Interconnections will be
subject to a nonrecurring $400 per DS-1 switch port
installation charge (provided the maximum charge hereunder
will be $2,000 for up to 28 DS-1s ordered at the same time),
and DS-3 circuits comprising all Service Interconnections will
be subject to a nonrecurring per DS-3 switch port installation
charge as determined on an individual case basis.
4. APPLICATION OF DISCOUNTS:
(A) With respect to Classic 2000, and ACCESS BASED BILLING
products and services, after determining Customer's applicable
Discount under the appropriate Attachment(s), the applicable
Discount will only be applied to Customer's Interstate
Switched Services Revenue (including Alaska, Hawaii, the
United States Virgin Islands, Puerto Rico, Guam and the
Northern Marianas Islands unless otherwise noted in an
Attachment and including 1+ and Toll Free usage unless
otherwise noted in an Attachment). With respect to TRANSCENDJ
2000 products and services, after determining Customer's
applicable Discount under the appropriate Attachment(s), the
applicable Discount will only be applied to Customer's
Domestic Transport Charges and Customer's Extended Transport
Charges to/from Extended Locations unless otherwise noted in
an Attachment. With respect to PRISM I TERMINATION Service
and ADVANCED TOLL FREE Service, after determining Customer's
applicable Discount under the appropriate Attachment, the
applicable Discount will only be applied to Customer's
Interstate Switched Services Revenue unless otherwise noted in
the applicable Attachment.
(B) During the Service Term, with respect to Classic 2000,
TRANSCENDJ 2000 and ACCESS BASED BILLING products and
services, accumulated credits derived from the applicable
Discounts will be applied in arrears commencing with the first
day of the month following the Effective Date, that is, the
Discount will be applied to Customer's measured usage charges
for the preceding month (the "DISCOUNT PERIOD"). The initial
Discount Period shall include any partial calendar month
following Start of Service, or such other time basis as may be
mutually determined by the parties. With respect to Classic
2000, TRANSCENDJ 2000 and ACCESS BASED BILLING products and
services, each Discount will result in the application of a
credit obtained during the Discount Period to the MCI WorldCom
invoice to Customer relevant to the billed measured Switched
Service for the calendar month next following the completion
of each Discount Period, provided Customer has paid undisputed
charges (including any late fees, if applicable) for that
month and has not otherwise been subject to a Suspension
Notice in accordance with the Agreement. Failure of Customer
to comply with the foregoing provision shall entitle MCI
WorldCom to withhold any credit due Customer for the Discount
Period in question until such charges (including late fees)
have been paid in full.
(C) With respect to all other products and services (not covered
by Subsection (B) above), each Discount, if applicable, will
result in the application of a credit obtained during the
Discount Period to the MCI WorldCom invoice to Customer
relevant to the billed measured Switched Service for the
calendar month immediately following the completion of each
Discount Period, provided Customer has paid undisputed charges
(including any late fees, if applicable) for that month and
has not otherwise been subject to a Suspension Notice in
accordance with the Agreement. Failure of Customer to comply
with the foregoing provision shall entitle MCI WorldCom to
withhold any credit due Customer for the Discount Period in
question until such charges (including late fees) have been
paid in full.
5. CUSTOMER'S MINIMUM REVENUE COMMITMENT: Commencing with the
first day of the first (1st) billing period following the
Effective Date (as determined under Section 1 above) and
continuing through the end of the Service Term (including any
extensions thereto) (the "COMMITMENT PERIOD"), Customer agrees
to maintain, on a take-or-pay basis, Monthly Revenue (as
defined in Section 2 above) of at least $12,000 ("CUSTOMER'S
MINIMUM REVENUE COMMITMENT").
6. DEFICIENCY CHARGE: In the event Customer does not maintain
Customer's Minimum Revenue Commitment in any month during the
Commitment Period (regardless of whether Customer has
commenced using any or all of the Switched Services described
herein), then for those month(s) only, Customer will pay MCI
WorldCom, in addition to charges due for Switched Services
provided to Customer, the difference between Customer's
Minimum Revenue Commitment and Customer's actual Monthly
Revenue (as described in Section 2 above) (the "DEFICIENCY
CHARGE"). The Deficiency Charge will be due at the same time
payment is due for Switched Services provided to Customer for
the billing period in which the Deficiency Charge arises, or
immediately in an amount equal to Customer's Minimum Revenue
Commitment for the unexpired portion of the Service Term, if
MCI WorldCom terminates this Agreement based on Customer's
default or if Customer terminates this Agreement pursuant to
Section 2(A) of the TSA. It is agreed that MCI WorldCom's
damages in the event Customer fails to maintain Customer's
Minimum Revenue Commitment shall be difficult or impossible to
ascertain. The provision for a Deficiency Charge in this
Section 6 is intended, therefore, to establish liquidated
damages in the event Customer fails to maintain Customer's
Minimum Revenue Commitment and is not intended as a penalty.
7. SPECIAL INTERNATIONAL RATE:
(A) Notwithstanding anything to the contrary contained in the
applicable Attachment(s) attached hereto, commencing as of the
Effective Date (described in Section 1 above) and continuing
through the end of the Service Term, Customer will receive the
special International rate (the "SPECIAL INTERNATIONAL RATE")
shown below. All other rates will be as set forth in the
applicable Attachment(s). [NOTE: SPECIAL INTERNATIONAL RATE
IS FOR INTERNATIONAL TRANSPORT ONLY AND DOES NOT INCLUDE
DOMESTIC TRANSPORT.]
TRANSCEND 2000 SERVICE: Customer's International Transport
Charge per minute for calls terminating to India will be [NOT
SUBJECT TO DISCOUNT] $0.5100.
(B) Notwithstanding anything to the contrary contained in the TSA,
MCI WorldCom reserves the right to modify the Special
International Rate described in Subsection (A) above (which
charge modifications shall not exceed then-current generally
available MCI WorldCom charges for comparable services), upon
not less than fifteen (15) calendar days' prior notice to
Customer (facsimile being acceptable), which notice will state
the effective date for the charge modification.
8. PRIOR AGREEMENT: The parties acknowledge that they are
parties to that certain Switched Services Telecommunications
Services Agreement dated August 10, 1998, and more
particularly described as TSA#GNX-980820 (the "PRIOR CUSTOMER
AGREEMENT"). The parties agree that as of the Effective Date
described in Section 1 above, (i) the Prior Customer Agreement
will be canceled in its entirety and of no further force or
effect with the exception of certain accrued obligations
arising under the Prior Customer Agreement such as the payment
of money or the application of credits arising prior to the
Effective Date, and provisions intended to survive
termination, such as limitation of liability, indemnification
and confidentiality, and (ii) all Services currently being
provided under the Prior Customer Agreement will be
provisioned and maintained by MCI WorldCom taking into account
the terms and conditions of this Agreement (including the
rates and discounts described herein).
9. SUSPENSION OF SERVICE. The parties agree to substitute
Subsection 7(A) of the TSA to read in its entirety as follows:
(A) Suspension of Service In the event all undisputed charges due
pursuant to MCI WorldCom's invoice are not paid in full by the
Due Date or disputed charges owed by Customer, if any, are not
paid in full by the Alternate Due Date, MCI WorldCom shall
have the right, after giving Customer at least ten (10) days
prior notice and opportunity to pay such charges within such
10-day period, to suspend all or any portion of the Switched
Services to Customer ("SUSPENSION NOTICE") until such time
(designated by MCI WorldCom in its Suspension Notice) as
Customer has paid in full all undisputed charges then due to
MCI WorldCom, including any late fees. Following such
payment, MCI WorldCom shall reinstitute Switched Services to
Customer only when Customer provides MCI WorldCom with
satisfactory assurance of Customer's ability to pay for such
Switched Services (i.e., a deposit, letter of credit or other
means acceptable to MCI WorldCom) and Customer's advance
payment of the cost of reinstituting such Switched Services.
If Customer fails to make the required payment by the date set
forth in the Suspension Notice, Customer will be deemed to
have canceled this Agreement as of the date set forth in the
Suspension Notice which cancellation shall not relieve
Customer for payment of the Cancellation Charge as described
in Section 2.
10. ATTACHMENTS: This Agreement consists of the TSA, the PET and
the following Attachment(s) [check all that apply] and will
include any additional Attachments agreed to by the parties
after the Effective Date of this Agreement:
G CLASSIC 2000 CARRIER TERMINATION Service CLASSIC 2000
CARRIER ORIGINATION Service (Schedules CL-A, (2000), CL-B
(2000), CL-C (2000)) (Schedules CL-A (2000), CL-B
(2000))
G CLASSIC 2000 SWITCHLESS/END USER DEDICATED Service
(Schedule CL-A (2000), CL-B (2000), CL-C (2000), CL-D
(2000))
G TRANSCENDJ 2000 Services
(Schedules TR-A (2000))
G TRANCENDJ UNIVERSAL INTERNATIONAL FREE PHONE NUMBER Service
(UIFN)
G TRANCENDJ INTERNATIONAL TOLL FREE SERVICES (ITFS)
G PRISM 1J CARRIER TERMINATION Service G ADVANCED TOLL FREE
Service
(Schedules XX-X, XX-X, XX-X and PR-D) (Schedules
XX-X, XX-X, XX-X
and PR-D)
G ACCESS BASED BILLING CARRI ER TERMINATION Service
(Schedules ABB-A, ABB-B, ABB-C)
G ACCESS BASED BILLING CARRIER ORIGINATION Service
(Schedules ABB-D, ABB-E)
G ACCESS BASED BILLING SWITCHLESS/END USER DEDICATED Service
(Schedules ABB-A, ABB-B, ABB-C, ABB-D, ABB-E,
ABB-F, ABB-G, ABB-H, ABB-I, ABB-J)
G OPERATOR SERVICES G DEBIT CARD Service
G CALLING CARDJ Service G NETWORK CONFERENCING Service
G UNIVERSAL INTERNATIONAL FREE G INTERNATIONAL TOLL FREE
SERVICES
(ITFS)
PHONE NUMBER Service (UIFN)
G LOCAL SERVICE G CIC TRANSLATION Service
IN WITNESS WHEREOF, the parties have executed these Switched
Services Program Enrollment Terms.
WORLDCOM NETWORK SERVICES, INC. GTC TELECOM CORP.
By: /S/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxx
(Signature) (Signature)
Xxxxxx X. Xxxxxxx Xxxx Xxxxxx
(Print Name) (Print Name)
Director President
(Title (Title)
8-20-99 8/17/99
(Date) (Date)
WORLDCOM NETWORK SERVICES, INC.
ATTACHMENT FOR TRANSCEND(TM) 2000 SERVICES
This ATTACHMENT FOR TRANSCEND(TM) 2000 SERVICES is made by and
between GTC TELECOM CORP. ("CUSTOMER") and WorldCom Network Services,
Inc. ("MCI WORLDCOM") and is a part of their Telecommunications
Services Agreement for Switched Services. Capitalized terms
not defined herein shall have the meaning ascribed to them in the
TSA, the PET or the applicable Attachment(s). NOTE: ANY MODIFICATIONS,
ADDITIONS OR DELETIONS FROM THIS ATTACHMENT WILL NOT BE EFFECTIVE UNLESS
SPECIFICALLY SET FORTH IN THE PET.
During the Service Term of the Agreement, MCI WorldCom will provide
"TRANSCEND(TM) 2000 SERVICES" which include the following services:
(a) TRANSCEND(TM) 2000 CARRIER TERMINATION Service which is the
termination of calls received from Customer's Service Interconnection(s),
(i) to and from the locations below, and (ii) for the charges and
applicable discounts set forth herein.
(b) TRANSCEND(TM) 2000 CARRIER ORIGINATION Service which is the
origination of Toll Free calls by MCI WorldCom and the termination of such
calls to Customer's Service Interconnection(s), (i) to and from the
locations below, and (ii) for the charges and applicable discounts set
forth herein.
(c) TRANSCEND(TM) 2000 SWITCHLESS 1+ Service which is the origination
(via individual telephone access lines) and termination of calls solely
over facilities comprising the MCI WorldCom network, (i) to and from the
locations below, and (ii) for the charges and applicable discounts set
forth herein.
(d) TRANSCEND(TM) 2000 SWITCHLESS TOLL FREE Service which is the
origination (via individual telephone lines) and termination of Toll Free
calls solely over facilities comprising the MCI WorldCom network, (i) to
and from the locations below, and (ii) for the charges and applicable
discounts set forth herein.
(e) TRANSCEND(TM) 2000 END USER DEDICATED 1+ Service which is the
termination of calls solely over facilities comprising the MCI WorldCom
network which origination is via dedicated access lines, (i) to and from
the locations below, and (ii) for the charges and applicable discounts set
forth herein.
(f) TRANSCEND(TM) 2000 END USER DEDICATED TOLL FREE Service which is the
origination of Toll Free calls by MCI WorldCom solely over facilities
comprising the MCI WorldCom network which termination is via dedicated
access lines, (i) to and from the locations below, and (ii) for the
charges and applicable discounts set forth herein.
I. TERMS AND CONDITIONS.
(A) FORECASTS: Before Customer's initial order for TRANSCEND(TM)
2000 Services, Customer shall provide MCI WorldCom with a forecast
regarding the number of minutes expected to be terminated or
originated in various LATAs and/or Tandems, so as to enable MCI
WorldCom to configure optimum network arrangements. IN THE EVENT
CUSTOMER'S TRAFFIC VOLUMES RESULT IN A LOWER THAN INDUSTRY STANDARD
COMPLETION RATE OR OTHERWISE ADVERSELY AFFECT THE MCI WORLDCOM
NETWORK, MCI WORLDCOM RESERVES THE RIGHT TO BLOCK THE SOURCE OF SUCH
ADVERSE TRAFFIC AT ANY TIME. Customer will provide MCI WorldCom
with additional forecasts from time to time upon MCI WorldCom's
request which shall not be more frequent than once every three (3)
months.
(B) START OF SERVICE: Start of Service for (i) TRANSCEND(TM) 2000
CARRIER TERMINATION Service will be concurrent with the activation
of each circuit comprising a Carrier Service Interconnection (as
defined in the PET) relevant to TRANSCEND(TM) 2000 CARRIER
TERMINATION Service, (ii) TRANSCEND(TM) 2000 CARRIER ORIGINATION
Service will be concurrent with the activation of each circuit
comprising a Carrier Service Interconnection (as defined in the PET)
relevant to TRANSCEND(TM) 2000 CARRIER ORIGINATION Service, (iii)
TRANSCEND(TM) 2000 SWITCHLESS 1+ Service will be on an ANI by ANI
basis concurrently with the activation of each ANI to be served,
(iv) TRANSCEND(TM) 2000 SWITCHLESS TOLL FREE Service will be on a
Toll Free Number by Toll Free Number basis concurrently with the
activation of each Toll Free Number to be served, and (v)
TRANSCEND(TM) 2000 END USER DEDICATED 1+ Service and TRANSCEND(TM)
2000 END USER DEDICATED TOLL FREE Service will be concurrently with
the activation of each circuit comprising a Dedicated Service
Interconnection (as defined in the PET) relevant to such Service.
(C) SUBMISSION OF ANIS: After MCI WorldCom's receipt and
verification of a valid Service Request for TRANSCEND(TM) 2000
SWITCHLESS 1+ Service or TRANSCEND(TM) 2000 SWITCHLESS TOLL FREE
Service requiring a change in the primary interexchange carrier
("PIC"), MCI WorldCom agrees to (i) submit the ANI(s) relevant to
such Service Requests to the following local exchange carriers
("LECS") (with which MCI WorldCom currently has electronic interface
capabilities) within ten (10) days: Ameritech, Xxxx Atlantic,
BellSouth, Nynex, Pacific Xxxx, Southwestern Xxxx, US West, GTE and
United, and (ii) submit the ANI(s) relevant to such Service Requests
to those LECs with which MCI WorldCom does not have electronic
interface capabilities within a reasonable time.
(D) LIMITATION OF ORIGINATION AND TERMINATION LOCATIONS:
(i) TRANSCEND(TM) 2000 CARRIER TERMINATION Service may be
originated from any MCI WorldCom POP and terminated to any direct
dialable location worldwide.
(ii) TRANSCEND(TM) 2000 CARRIER ORIGINATION Service may be
originated from locations in the 48 contiguous United States,
Hawaii, Alaska, the US Virgin Islands, Puerto Rico, Guam, the
Northern Marianas Islands and Canada and terminated to any
Customer-designated Carrier Service Interconnection in the 48
contiguous United States.
(iii) TRANSCEND(TM) 2000 SWITCHLESS 1+ Service may be originated
from all equal access exchanges in the 48 contiguous United States
(except in LATA 000 Xxxxxxx Xxxxxx, Xxx Xxxx) and Hawaii and
terminated to any direct dialable location worldwide.
(iv) TRANSCEND(TM) 2000 SWITCHLESS TOLL FREE Service may be
originated from locations in the 48 contiguous United States,
Hawaii, Alaska, the US Virgin Islands, Puerto Rico, Guam, the
Northern Marianas Islands and Canada and terminated to locations in
the 48 contiguous United States and Canada.
(v) TRANSCEND(TM) 2000 END USER DEDICATED 1+ Service may be
originated from any Customer-designated Dedicated Service
Interconnection and terminated to any direct dialable location
worldwide.
(vi) TRANSCEND(TM) 2000 END USER DEDICATED TOLL FREE Service may be
originated from locations in the 48 contiguous United States,
Hawaii, Alaska, the US Virgin Islands, Puerto Rico, Guam, the
Northern Marianas Islands and Canada and terminated to any
Customer-designated Dedicated Service Interconnection in the 48
contiguous United States.
(E) BILLING INCREMENTS: Domestic Transport and Extended Location
Transport (excluding California IntraLATA and California intrastate
calls and calls to/from International Locations, Canada and Mexico)
will be billed in six (6) second increments and subject to a six (6)
second minimum charge. International Transport and Canada and Mexico
Transport will be billed in six (6) second increments and subject to
a thirty (30) second minimum charge. All calls will be billed
utilizing Hardware Answer Supervision where available commencing
with Customer's switch wink or answer back. If Customer is found to
be non-compliant in passing back appropriate answer supervision,
i.e., answer back, MCI WorldCom reserves the right to suspend
TRANSCEND(TM) 2000 CARRIER ORIGINATION Service, TRANSCEND(TM) 2000
SWITCHLESS TOLL FREE Service and/or TRANSCEND(TM) 2000 END USER
DEDICATED TOLL FREE Service or deny requests by Customer for
additional Service until appropriate compliance is established. LEC
Access Charges for all calls will be billed in one (1) second
increments and subject to a one (1) second minimum charge. LEC
Egress Charges for all calls will be billed in one (1) second
increments and subject to a one (1) second minimum charge.
(F) PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC): MCI
WorldCom will charge Customer for any LEC-assessed presubscribed
interexchange carrier charge ("PICC CHARGE") which PICC Charge will
be reasonably determined by MCI WorldCom as of a date certain each
month (the "PICC CHARGE DETERMINATION DATE"). Customer's PICC
Charge will be determined as of the PICC Charge Determination Date
and will be based on the same criteria for which MCI WorldCom is
assessed such charge by the LEC (e.g., number and type of Customer's
End Users (i.e., residential or business) as well as the type of
line associated with each such End User (i.e., single line,
secondary line or multi-line). This Subparagraph (F) will be deemed
to include any other similar additional charges assessed by a LEC
during the Service Term of this Agreement. (i.e., charges for which
MCI WorldCom is not currently being assessed).
(G) TOLL FREE NUMBERS:
(1) TOLL FREE numbers will be issued to Customer (i.e.,
issuance equates to activation or reservation, whichever
occurs first) on a random basis. Customer requests for
specific numbers will be considered by MCI WorldCom, and if
provided, will be subject to additional charges as set forth
below and MCI WorldCom's then current reservation policy which
shall also apply to any randomly selected and reserved TOLL
FREE number. At any time preceding three (3) months from the
scheduled expiration of the Service Term, Customer may only
reserve TOLL FREE numbers in an amount equal to the greater of
(i) 50, or (ii) fifteen percent (15%) of the total number of
TOLL FREE numbers activated by MCI WorldCom for Customer.
Customer requests for TOLL FREE numbers inconsistent with the
above stated conditions may be considered by MCI WorldCom on
an individual case basis. TOLL FREE numbers reserved for
Customer will be activated upon Customer's request, however,
MCI WorldCom may charge Customer an SMS Storage fee for each
TOLL FREE number.
(2) Customer Request for Specific Numbers - $25 per
individual TOLL FREE number reserved or assigned.
(3) Customer specifically agrees that regardless of the
method in which a TOLL FREE number is reserved for or
otherwise assigned to Customer, that Customer will not seek
any remedy from MCI WorldCom including, but not limited to,
any remedy based on a theory of detrimental reliance or
otherwise that such TOLL FREE number(s) are found not to be
available for Customer's use until such TOLL FREE number is
put in service for the benefit of Customer, and that such TOLL
FREE number(s) shall not be sold, bartered, brokered or
otherwise released by Customer for a fee ("TOLL FREE NUMBER
TRAFFICKING"). Any attempt by Customer to engage in TOLL FREE
Number Trafficking shall be grounds for reclamation by MCI
WorldCom for reassignment of the TOLL FREE number(s) reserved
for or assigned to Customer.
(H) ENHANCED TOLL FREE SERVICES AND ROUTING OPTIONS: The
following Toll Free identification services and routing options
(collectively, "ENHANCED TOLL FREE SERVICES") are available from MCI
WorldCom:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service (DNIS) -
identification of specific TOLL FREE number dialed.
ii. Real-Time ANI - receipt of telephone number of calling
party.
TOLL FREE ROUTING OPTIONS:
i. Message Referral - recording (up to six (6) months) that
informs callers that the TOLL FREE number has been
disconnected or refers callers to new number.
ii. Call Area Selection - selection or blockage of locations
from which TOLL FREE numbers can be received (i.e., State,
NPA, LATA or NXX level).
iii. Call Distributor Routing - distribution of TOLL FREE
traffic evenly over dedicated access lines in a trunk group
(e.g., ascending, descending, most idle, least idle).
iv. Route Completion (Overflow) - overflow of TOLL FREE
dedicated access traffic only to up to five (5) pre-defined
alternate routing groups (e.g., dedicated access, WATs access
lines or switched access lines).
v. Geographic Routing - termination of calls to a single
TOLL FREE number from two or more originating routing groups
to different locations.
vi. Time-of-Day Routing - routing of calls to single TOLL
FREE number based on time of day (up to forty-eight (48) time
slots of 15-minute increments in a 24-hour period).
vii. Day-of-Week Routing - routing of calls to single TOLL
FREE number based on each day of the week.
viii. Day-of-Year Routing - routing of calls to single TOLL
FREE number based on up to fifteen (15) customer-specified
holidays.
ix. Percent Allocation Routing - routing of calls for each
originating routing group to two (2) or more terminating
locations based on customer-specified percentage.
Customer will receive the Identification Services described above at
no charge. The minutes of use rates for Toll Free Routing Options
described above (in addition to the Toll Free Routing Option Feature
Charges described below) will be the same rates for TRANSCEND(TM)
2000 CARRIER ORIGINATION Service, TRANSCEND(TM) 2000 SWITCHLESS TOLL
FREE Service or TRANSCEND(TM) 2000 END USER DEDICATED TOLL FREE
Service described herein excluding Route Completion (Overflow). The
Toll Free Routing Option Feature Charges are as follows:
Installation Charge: $50.00 per feature; maximum of $250.00 per
TOLL FREE number.
Change Order Charge: $50.00 per feature; maximum of $250.00 per
TOLL FREE number.
Monthly Recurring Charge: $25.00 per feature; maximum of $150.00
per TOLL FREE number.
Expedite Charge: $500.00 (i.e., outside normal interval time of
four (4) business days).
Note: More than ten (10) points of termination for a single feature
will be treated as two (2) features. Further, every additional ten
(10) points of termination will be treated as a separate feature.
(I) RESPORG SERVICES: Responsible Organization Services (relevant
to TOLL FREE Numbers) if provided by MCI WorldCom will be provided
by MCI WorldCom pursuant to MCI WorldCom's applicable tariffs (or
the applicable tariffs of its affiliates).
(J) PAYPHONE SURCHARGE: In the event MCI WorldCom is required to
compensate payphone service providers (PSPs) for toll-free or access
code calls which originate from payphones (including without
limitation, any Order adopted by the FCC) ("PAYPHONE SURCHARGE"),
MCI WorldCom will charge and Customer agrees to pay MCI WorldCom the
amount of the Payphone Surcharge which is required to be paid by MCI
WorldCom.
(K) PIU CERTIFICATION: With respect to a Carrier Service
Interconnection as defined in the PET, absent the automatic number
identification ("ANI") of the calling party, Customer shall provide
MCI WorldCom with a written certification (the "CERTIFICATION") of
the percentage of interstate (including international) and
intrastate minutes of use relevant to the minutes of traffic to be
terminated in the same state in which the MCI WorldCom POP is
located to which the Carrier Service Interconnection is made. This
Certification shall be provided by Customer prior to Start of
Service for any Carrier Service Interconnection and may be modified
from time to time by Customer and subject to recertification upon
the request of MCI WorldCom which requests shall not be made
unilaterally by MCI WorldCom more than once each calendar quarter.
Any such modification(s) or Certification(s) shall be effective as
of the first day of any calendar month and following at least
forty-five (45) days notice from Customer. In the event Customer
fails to make such Certification, the relevant minutes of use will
be deemed to be subject to the Intrastate Rates described herein.
In the event MCI WorldCom or any other third party requires an audit
of MCI WorldCom's interstate/intrastate minutes of traffic, Customer
agrees to cooperate in such audit at its expense and make its call
detail records, billing systems and other necessary information
reasonably available to MCI WorldCom or any third party solely for
the purpose of verifying Customer's interstate/intrastate minutes of
traffic. Customer agrees to indemnify MCI WorldCom for any
liability MCI WorldCom incurs in the event Customer's Certification
is different than that determined by the audit.
II. TRANSCEND(TM) 2000 SERVICE CHARGES.
Charges for TRANSCEND(TM) 2000 Services hereunder will be generally
comprised of the following charges, if applicable: (i) local exchange
company ("LEC") charges (including without limitation, access charges,
egress charges, etc.), (ii) Domestic Transport Charges (i.e., transport
within the continental United States), (iii) Extended Location Transport
Charges, (iv) International Transport Charges, (v) Canada and Mexico
Transport Charges, and (vi) surcharges (e.g., directory assistance) as
such charges are further defined herein. For purposes of this Attachment,
Customer's "SWITCHED SERVICES REVENUE" will be comprised of (a) Customer's
gross (i.e., prior to the application of discounts) Transport Charges
(i.e., Domestic, Extended Location, Canada and Mexico and International
Transport Charges), (b) LEC Charges plus the applicable Administrative Fee
described in Subsection (E)(i) below, (c) the Directory Assistance
Surcharge described in Subsection (G) below, and (d) the PICC Charge, if
applicable, as described in Subsection I.(F) above.
(A) DOMESTIC TRANSPORT CHARGES.
(i) Customer's "DOMESTIC TRANSPORT CHARGE" for TRANSCEND(TM)
2000 CARRIER TERMINATION Service, TRANSCEND(TM) 2000 CARRIER
ORIGINATION Service, TRANSCEND(TM) SWITCHLESS (1+ and TOLL
FREE) Service and TRANSCEND(TM) END USER DEDICATED (1+ and
TOLL FREE) Service (regardless of jurisdiction or time of day)
for calls within the continental United States or from the
continental United States to an Extended Location or an
International Location will be $0.0190. The Domestic
Transport Charge will be based upon the number of originating
seconds, and will be assessed on (i) all completed or answered
calls, and (ii) all incomplete transport billable calls. A
completed call is a call that has received answer supervision.
Incomplete transport billable calls are calls in which
disconnect time minus origination time is greater than 150
seconds and less than 10,800 seconds.
(ii) With respect to TRANSCEND(TM) 2000 CARRIER TERMINATION
Service calls within the continental United States (including
calls terminating to an Extended Location, an International
location, Canada or Mexico) and TRANSCEND(TM) 2000 CARRIER
ORIGINATION Service calls within the continental United States
(including calls originating from an Extended Location or
Canada), the Domestic Transport Charge will be comprised of a
terminating Transport Charge or an originating Transport
Charge, whichever is applicable. With respect to
TRANSCEND(TM) 2000 SWITCHLESS (1+ and TOLL FREE) Service calls
and TRANSCEND(TM) 2000 END USER DEDICATED (1+ and TOLL FREE)
Service calls within the continental United States (including
1+ calls to an Extended Location, an International location,
Canada or Mexico, 1+ calls from Hawaii, and Toll Free calls
originating from an Extended Location or Canada), the Domestic
Transport Charge will be comprised of an originating Transport
Charge and a terminating Transport Charge.
(iii) With respect to Directory Assistance calls from the
continental United States to Canada, the Domestic Transport
Charge will be comprised of an originating Transport Charge
and a terminating Transport Charge.
(B) EXTENDED LOCATION TRANSPORT CHARGES.
(i) With respect to calls terminating to an Extended
Location, the following "EXTENDED LOCATION TRANSPORT CHARGES"
will apply in addition to the Domestic Transport Charge
described in Subsection II.(A) above. [Note: Egress Charges
associated with calls to an Extended Location are included in
the Extended Location Transport Charges].
Extended Location Extended Location Transport Charge
Alaska $0.0825
Guam $0.1085
Hawaii $0.0690
Northern Marianas Islands $0.2885
Puerto Rico $0.0825
US Virgin Islands $0.0825
(ii) With respect to calls (and 1+ calls from Hawaii only)
originating from an Extended Location, the following Extended
Location Transport Charges will apply in addition to the
Domestic Transport Charge described in Subsection II.(A)
above. [Note: Access Charges associated with calls from an
Extended Location are included in the Extended Location
Transport Charges.]
Extended Location Extended Location Transport Charge
Alaska $0.1000
Guam $0.2080
Hawaii $0.0700
Northern Marianas Islands $0.3485
Puerto Rico $0.1000
US Virgin Islands $0.1000
(C) CANADA AND MEXICO TRANSPORT CHARGES [NOT SUBJECT TO DISCOUNT].
(i) With respect to calls terminating to Canada and Mexico
(including directory assistance calls to Canada), the
following "CANADA AND MEXICO TRANSPORT CHARGES" will apply in
addition to the Domestic Transport Charge described in
Subsection II.(A) above. [Note: Egress Charges associated
with calls to Canada and Mexico are included in the Canada and
Mexico Transport Charge.]
Canada and Mexico
Location Transport Charge
Canada (Region 1) $0.0500
Canada (Region 2) $0.0700
Canada (Region 3) $0.0725
Mexico (All Bands) $0.1750
(ii) With respect to calls originating from Canada, the
following Canada Transport Charges will apply in addition to
any applicable Domestic Transport Charge as described in
Subsection II.(A) above. [Note: Access Charges associated
with calls from Canada are included in the Canada Transport
Charge.]
Canada
Location Transport Charge
Canada (All Regions) $0.0850
(iii) With respect to Toll Free calls terminating to Canada,
the following Canada Transport Charge will apply in addition
to the Domestic Transport Charge described in Subsection
II.(A) above. [Note: Egress Charges associated with calls to
Canada are included in the Canada Transport Charge.]
Canada
Location Transport Charge
Canada $0.0900
(D) INTERNATIONAL TRANSPORT CHARGES [NOT SUBJECT TO DISCOUNT].
Commencing with the Effective Date described in Section 1 of
the PET, with respect to calls terminating to an International
location, the "INTERNATIONAL TRANSPORT CHARGES" will be the
rates shown on Schedule TR-A (2000) attached hereto and
incorporated herein by reference. [Note: Egress charges
associated with calls to International Locations are included
in the International Transport Charges.]
(E) LEC CHARGES.
(i) "LEC CHARGES" include Access Charges (as defined
herein), Egress Charges (as defined herein), SMS Toll Free
queries, and presubscribed interexchange carrier charges
("PICC CHARGE") assessed by a LEC or the SMS Toll Free
database administrator relating to Customer's traffic.
"ACCESS CHARGES" and "EGRESS CHARGES" are per minute costs
determined by MCI WorldCom between the applicable MCI WorldCom
point of presence and the terminating or originating point,
and rated at the applicable end office (NPA-NXX) level using
switched tandem access or direct end office trunking rates and
charges. MCI WorldCom may also charge Customer for other
charges it is assessed by any LEC (e.g., National Exchange
Carrier Association (NECA) charges, etc.). Directory
Assistance calls will only be assessed the applicable Access
Charge. Customer will also pay MCI WorldCom a five percent
(5%) administrative charge (the "ADMINISTRATIVE FEE") which is
assessed on the total of Customer's monthly LEC Charges
(excluding the PICC Charge described in Subsection I.(F)
above). The NPA-NXX is generally identified by the end user's
automated number identification ("ANI"); provided, however, in
the event there is not an identified originating ANI, the
NPA-NXX will be assigned based on MCI WorldCom's originating
trunk group. The terminating NPA-NXX will be identified by
the dialed number; provided, however, in the event there is
not an identified dialed number, the NPA-NXX will be assigned
based on MCI WorldCom's terminating trunk group.
(ii) The per minute rates utilized by MCI WorldCom in
determining the applicable Access Charges and Egress Charges
are described in the LEC's applicable tariffs, are based on
MCI WorldCom's determination of end user ownership and type,
and are exclusive of any discounts based on minute or term
commitments. The Access Charges and Egress Charges as
determined by MCI WorldCom are set forth in the "LEC TARIFF
DATABASE". The LEC Tariff Database will be updated
periodically to take into account any tariff changes by the
various LECs ("TARIFF CHANGES"). Tariff Changes received by
MCI WorldCom on or before the fifteenth (15th) day of a month
and effective as of the first day of the following month or
thereafter, will be incorporated into the LEC Tariff Database
by the first day of the month following MCI WorldCom's receipt
thereof or the date such Tariff Changes are effective,
whichever is later.
(iii) The Access Charges and Egress Charges may include,
without limitation, the components and elements described
below; provided, however, the terminology with respect to
these components and elements may vary among LECs. The Access
Charges and Egress Charges will be calculated taking into
effect whether the call is interstate, intrastate or
intraLATA, the direction of the call (i.e., whether
originating or terminating), whether the call is premium or
nonpremium (if applicable), the mileage, the meet point (if
applicable) and the call type (i.e., 1+ or 800). MCI WorldCom
may also apply any other rating elements which are assessed by
the LECs or third parties (e.g., regulatory fee assessments,
standard or non-standard LEC access components) whether such
charges are based per access line, per business line, per
market share, per call, etc. (e.g., the Arkansas Carrier
Common Line charge which is assessed by a regulatory body and
allocated to the LECs). With respect to those LECs utilizing
a "time of day" differential (i.e., Day/Nonday,
Day/Evening/Night, etc.), MCI WorldCom will only use the "Day"
rate provided by the LECs.
Component Elements
Carrier Common Line Carrier Common Line
Common Line Termination
Common Line Surcharge
Marketing
End Office Local Switching
Equal Access Recovery
Information Surcharge
Common Trunk Port
Local Transport Termination
Tandem Switching
Facility
Interconnection
Common Multiplexing
Entrance Facility DS-3 (month-to-month electrical)
Multiplexer (3/1 month-to-month)
Direct Transport to the Direct Trunk Transport (fixed)
Access Tandem Direct Trunk Transport (per mile)
Dedicated Tandem Trunk Port
Direct End Office Trunks Direct Trunk Transport (fixed)
Direct Trunk Transport (per mile)
Dedicated Trunk Port
(iv) The Access Charges and Egress Charges are generally
applied on a per minute basis except for (a) the Local
Transport Facility charge which is based on minutes and
mileage, (b) the Entrance Facility rate and Multiplexer rate
which are flat monthly rates which are converted by MCI
WorldCom to a cost per minute basis by dividing the applicable
DS-3 flat rate or the multiplexer rate as found in the
applicable LEC tariff by 6,160,000, (c) Direct Trunk at the
Tandem charge which is based on minutes and mileage, and (d)
Dedicated Tandem Trunk Port charge and Dedicated Trunk Port
charge which are converted by MCI WorldCom to a cost per
minute basis by dividing the applicable rate found in the
applicable LEC tariff by a nationwide throughput average.
There will be a two (2) month "lag" in implementing a given
nationwide throughput average into the LEC Tariff Database.
MCI WorldCom reserves the right to convert any other flat
rates assessed by the LECs into per minute charges.
Example: Assume the applicable LEC tariffed rate (i) for
entrance facility charges is $2,350 per DS-3, and (ii) for
muxing is $500 per 3/1 mux. The Entrance Facility rate will
be $.00038149 [$2,350/6,160,000] and the Multiplexer rate will
be $.00008117 [$500/6,160,000].
(v) Access Charges will commence when the call is originated
and will end when the call is disconnected. Customer will be
assessed Access Charges even if a call is not completed.
Egress Charges will commence when the call is answered and
will end when the call is disconnected. Access Charges and
Egress Charges will not apply with respect to dedicated access
originations or terminations, respectively.
(F) TRANSCEND(TM) MANAGER.
MCI WorldCom agrees to provide Customer, at no cost to
Customer, a windows-based software program entitled
"TRANSCEND(TM) MANAGER" which will allow the Customer to
"query" the LEC Tariff Database described in Subpart (E)(ii)
above.
(G) DIRECTORY ASSISTANCE SURCHARGE:
Directory assistance calls in the continental United States
will be assessed a surcharge of $0.4300 in addition to the
Domestic Transport Charge described in Subsection II.(A)
above. Directory assistance calls to Canada will be assessed
a surcharge of $0.6000 in addition to the Domestic Transport
Charge described in Subsection II.(A) above and the Canada
Transport Charge described in Subsection II.(C) above.
III. DISCOUNTS.
Commencing with the Effective Date and continuing through the end of
the Service Term (including any applicable extensions thereto),
Customer's discount percentage for TRANSCEND(TM) 2000 Services (the
"DISCOUNT") will be determined under the Discount Schedule shown
below based on Customer's actual Monthly Revenue for such month.
Throughout the Service Term, Customer will automatically receive the
next higher (or lower) Discount when Customer's eligible Monthly
Revenue (as defined in the PET) reaches the next level (or falls
below a level).
Monthly Revenue Discount
$ 0 - $249,999 0.00%
$250,000 - $499,999 5.00%
$500,000 - $749,999 10.00%
$750,000 - $999,999 15.00%
$1,000,000+ 20.00%
IV. CDR MEDIA.
MCI WorldCom will provide Call Detail Records (CDRs) for MCI WorldCom's
Switched Services in machine readable form in one of several magnetic tape
formats (selected by Customer on Customer's Service Request) ("CDR
MEDIA"). CDR Media provided hereunder (i) monthly is provided at no
charge, (ii) weekly is subject to a recurring monthly charge of $150, and
(iii) daily is subject to the applicable non-recurring Installation Charge
as described below (plus all leased-line and equipment costs necessary to
implement Daily CDR Media which will be determined on an individual case
basis depending on Customer's specific configuration).
TYPE TOTAL CONTRACT VALUE NON-RECURRING INSTALLATION CHARGE
Daily CDR Media-Customer
provided hardware and software <$1,000,000 $1,000
$1,000,000+ $1,000
Daily CDR Media-PC Solution <$1,000,000 $5,000
$1,000,000+ $2,500
Sub-Daily CDR Media-Customer
provided hardware and software <$1,000,000 $1,000
$1,000,000+ $1,000
Sub-Daily CDR Media-PC
Solution <$1,000,000 $5,000
$1,000,000+ $2,500
V. OTHER AGREEMENTS. Customer acknowledges and agrees that without the
prior written consent of MCI WorldCom, the Switched Services described in
this Attachment may not be combined with any other switched services
products or services offered by MCI WorldCom, MCI WorldCom's parent
company or MCI WorldCom's affiliates. Additionally, Customer acknowledges
and agrees that:
(i) As of the date of this Attachment, (a) all switched
telecommunications services ("CURRENT SERVICES") offered by MCI
WorldCom or any of MCI WorldCom's affiliates (excluding MCI
Telecommunications Corporation unless specifically agreed to in
writing by MCI WorldCom) (hereinafter referred to as the "MCI
WORLDCOM GROUP"), which are currently being provided Customer (which
will include Customer's parent company, Customer's subsidiaries and
any other entities under common control with Customer; hereinafter
referred to as the "CUSTOMER GROUP") pursuant to existing service
agreements ("EXISTING AGREEMENTS") will be canceled and no longer in
force or effect except for charges or credits due for Current
Services rendered as of the Effective Date of this Agreement and
provisions intended to survive termination, such as limitation of
liability, indemnification and confidentiality, and (b) all Current
Services provided a member of the Customer Group by a member of the
MCI WorldCom Group will be provisioned under the terms and
conditions of this Attachment, other TRANSCEND(TM) Attachments (if
applicable), and other Attachments specifically agreed to in writing
by MCI WorldCom (collectively, the "APPROVED ATTACHMENTS").
Simultaneous with the execution of this Attachment, Customer shall
cause all members of the Customer Group to agree to the cancellation
of such Existing Agreements and the provision of Current Services
under the terms and conditions of this Attachment and Customer
agrees to provide MCI WorldCom with reasonable documentation
evidencing such agreement.
(ii) If Customer acquires or merges or combines with a third party
after the Effective Date of this Agreement, and such third party has
existing agreement(s) with a member of the MCI WorldCom Group
(collectively referred to as the "THIRD PARTY AGREEMENTS") for the
provision of switched telecommunications services ("THIRD PARTY
EXISTING SERVICES"), then ninety (90) days following the date of
such acquisition, merger or combination (or such earlier date
contained in a written notice from Customer to MCI WorldCom) (the
"TRANSFER DATE"), if requested by MCI WorldCom, Customer agrees to
select one agreement (either the Approved Attachments or a Third
Party Agreement) (the "SURVIVING AGREEMENT") pursuant to which all
switched services will be provided to Customer and all members of
the Customer Group and all other agreements (the "CANCELED
AGREEMENTS") will be canceled and no longer in force or effect
except for commitments, if any, contained in the Canceled Agreements
and charges and credits due for Services provided prior to the
effective date of cancellation of such Canceled Agreements.
Further, as of the effective date of cancellation, Third Party
Existing Services or, if applicable, the Services provided under the
Approved Attachments will be provisioned under the Surviving
Agreement, and the aggregate commitment(s) (e.g., revenue, volume,
minute, etc.) remaining under the Canceled Agreements shall be added
on a pro rata basis to the commitment(s), if any, existing under the
Surviving Agreement. Simultaneous with the closing of such
acquisition, combination or merger, Customer will cause such third
party and all of its affiliates who are parties to such Third Party
Agreements, to agree to such cancellation(s) as appropriate and the
provision of such Services, as appropriate under the terms and
conditions of the Surviving Agreement and Customer agrees to provide
MCI WorldCom with reasonable documentation evidencing such agreement.
IN WITNESS WHEREOF, authorized parties on behalf of their respective
entities have initialed this Attachment for TRANSCEND(TM) 2000 Services as
of the date shown below.
GTC TELECOM CORP. WORLDCOM NETWORK SERVICES, INC.
Customer's Initials /s/ PS MCI WorldCom's Initials /s/ DAL
Date: 8/27/99 Date: 11/8/99
ATTACHMENTS:
Schedule TR-A (2000) = International Transport Charges
