[Portions of this Service Schedule have been redacted. The redacted
portions are marked with an asterisk. The Company has applied to the
Securities and Exchange Commission for
confidential treatment of the redacted portions.]
WORLDCOM NETWORK SERVICES, INC.
CLASSIC/TRANSCEND(TM) SWITCHED SERVICES
SERVICE SCHEDULE
This Service Schedule is made this 1st day of November, 1998, by and
between WorldCom Network Services, Inc. ("WorldCom") and Incomnet Communications
Corporation (successor-in-interest to National Telephone & Communications, Inc.)
("Customer") and is a part of their Telecommunication Services Agreement for
Switched Services. Neither Customer nor WorldCom shall be obligated with respect
to the Switched Services described below, nor any other condition of such
Switched Services until Customer has submitted and WorldCom has accepted a
Service Request with respect to the particular Switched Service. Capitalized
terms not defined herein shall have the meaning ascribed to them in the TSA, the
PET or the applicable Rate and Discount Schedule.
1. SWITCHED SERVICES: During the Service Term of the Agreement, WorldCom will
provide the following Switched Services (all as more particularly described
herein), (i) to and from the locations below, and (ii) for the charges and
applicable discounts set forth in the applicable Rate and Discount Schedule
attached herewith:
(a) "TERMINATION Service" which is WorldCom's termination of calls received
from Customer's Service Interconnection(s).
(b) "TOLL FREE ORIGINATION Service" which is the origination of Toll Free
calls by WorldCom and the termination of such calls to Customer's Service
Interconnection(s).
(c) "SWITCHED ACCESS Service" which is the origination (via individual
telephone access lines) and termination of calls solely over facilities
comprising the WorldCom network.
(d) "DEDICATED ACCESS Service" which is the origination and termination of
calls solely over facilities comprising the WorldCom network which
origination or termination is via dedicated access lines.
(e) "TRAVEL CARD Service" which is the origination (via Travel Card Toll Free
number access) and termination of calls solely over facilities comprising
the WorldCom network.
2. SERVICE INTERCONNECTIONS:
(a) In order to utilize (i) TERMINATION Service and TOLL FREE ORIGINATION
Service, one or more full time dedicated connections between Customer's
network and the WorldCom network at one or more WorldCom designated
locations ("WorldCom POP") must
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be established ("Carrier Service Interconnections"), and (ii) DEDICATED
ACCESS Service, one or more full time dedicated connections between an End
User's private branch exchange ("PBX") or other customer premise equipment
and the WorldCom network at one or more WorldCom POP(s) must be
established ("Dedicated Service Interconnections"). Each Carrier Service
Interconnection and Dedicated Service Interconnection shall be comprised
of one or more dedicated access circuits, as the case may be. Carrier
Service Interconnections and Dedicated Service Interconnections are
collectively referred to as "Service Interconnections".
(b) The circuit(s) comprising each Service Interconnection to a WorldCom
POP shall be requested by Customer on the appropriate WorldCom Service
Request. Each Service Request will describe (among other things) the
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 terminating or
originating switch location, as the case may be. Such additional
information may be obtained from Customer or gathered by WorldCom and
recorded in Technical Information Sheets provided by WorldCom.
(c) Once ordered, and unless otherwise provided for in this TSA, Service
Interconnections or the circuits comprising each Service Interconnection
may only be canceled by Customer upon not less than thirty (30) days prior
written notice to WorldCom.
(d) With respect to a Carrier Service Interconnection, absent the
automatic number identification ("ANI") of the calling party, Customer
shall provide 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 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 WorldCom which requests shall not be
made unilaterally by 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 in the applicable Rate and Discount
Schedule. In the event WorldCom or any other third party requires an audit
of 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
WorldCom or any third party solely for the purpose of verifying Customer's
interstate/intrastate minutes of traffic. Customer agrees to indemnify
WorldCom for any liability WorldCom incurs in the event Customer's
Certification is different than that determined by the audit.
(e) With respect to Carrier Service Interconnections, Customer shall be
solely responsible for establishing and maintaining each Carrier Service
Interconnection over facilities subject to WorldCom's approval. With
respect to Dedicated Service Interconnections, WorldCom will provision and
maintain local access facilities between the End User location (i.e., PBX)
and the WorldCom POP, subject to any LEC charges plus other applicable
terms and charges set forth in WorldCom's F.C.C. Tariff No. 5, however,
Customer may elect to be responsible for establishing each Dedicated
Service Interconnection over facilities subject to WorldCom's approval.
Service Interconnections shall only be comprised of DS-1 facilities unless
otherwise provided for in the Service Request and agreed to in writing by
WorldCom. If a Service Interconnection is proposed to be made via a local
exchange carrier, WorldCom will have the authority to direct
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Customer to utilize 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
WorldCom. The monthly recurring charge relevant to Customer's use of LSA
capacity shall be subject to upward adjustment by 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.
(f) If other private line interexchange facilities are necessary to
establish a Service Interconnection, and such facilities are requested
from WorldCom, such facilities will be provided on an individual case
basis.
(g) Commencing with the second full calendar month folbwing Start of
Service for each circuit comprising a Service Interconnection (i.e., both
Carrier Service Interconnections and Dedicated Service 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 [*] 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, WorldCom will charge and
Customer will pay the difference between the number of DS-1s times the
Minimum Monthly Usage (i.e., [*]) and Customer's total Switched Services
measured usage charges for the circuit(s) comprising the Service
Interconnection in question ("Minimum Usage Charge"). WorldCom TERMINATION
Service and TOLL FREE ORIGINATION Service minutes carried over the same
Service Interconnection, if any, shall be included in determining if
Customer has met the Minimum Monthly Usage requirement.
Example: Assume Customer's actual Switched Services measured usage
charges for 2 DS-1s comprising a Carrier Service Interconnection at
WorldCom POP A is [*], Customer's actual Switched Services measured
usage charges for 2 DS-1s comprising a Carrier Service
Interconnection at WorldCom POP B is [*], and Customer's End User's
actual Switched Services measured usage charges for 1 DS-1
comprising a Dedicated Service Interconnection at WorldCom POP C is
[*]. Customer would not be subject to a Minimum Usage Charge since
Customer's actual Minimum Monthly Usage is [*] which exceeds
Customer's Minimum Monthly Usage of [*] [5 x [*]].
(h) DS-1 circuits comprising all Service Interconnections will be subject
to a nonrecurring [*] per DS-1 switch port installation charge, 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.
3. FORECASTS: Before Customer's initial order for Switched Services, Customer
shall provide 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
WorldCom to configure optimum network arrangements. In the event Customer's
Switched Service traffic volumes result in a lower than industry standard
completion rate or otherwise adversely affect the WorldCom Network, WorldCom
reserves the right to block the source of such adverse traffic at any time.
Customer will provide WorldCom with additional forecasts from time to time upon
WorldCom's request which shall not be more frequent than once every three (3)
months.
4. START OF SERVICE: Start of Service for the various Switched Services will
occur as described below:
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SERVICE START OF SERVICE
- --------------------------------------------------------------------------------
Concurrently with the activation of each circuit
comprising Carrier Service Interconnections
TERMINATION Service relevant to TERMINATION Service
- --------------------------------------------------------------------------------
Concurrently with the activation of each circuit
TOLL FREE ORIGINATION comprising Carrier Service Interconnections
Service relevant to TOLL FREE ORIGINATION Service
- --------------------------------------------------------------------------------
ANI by ANI basis concurrently with the activation of
each ANI to be served, and a TOLL FREE Number by
TOLL FREE Number basis concurrently with
SWITCHED ACCESS Service activation of each TOLL FREE Number
- --------------------------------------------------------------------------------
Concurrently with the activation of each circuit
DEDICATED ACCESS Service comprising Dedicated Service Interconnections
- --------------------------------------------------------------------------------
Code by Code basis concurrently with the
TRAVEL CARD Service activation of each Code
- --------------------------------------------------------------------------------
5. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS
- --------------------------------------------------------------------------------
SWITCHED SERVICE ORIGINATION FROM TERMINATION TO
- --------------------------------------------------------------------------------
Any direct dialable
TERMINATION Service Any WorldCom POP location worldwide
- --------------------------------------------------------------------------------
Locations in the 48
contiguous United States,
Hawaii, Alaska, the US Any Customer designated
TOLL FREE ORIGINATION Virgin Islands, Puerto Carrier Service
Service Rico and Canada Interconnection
- --------------------------------------------------------------------------------
All equal access
exchanges in the 48
contiguous United States
(except in LATA
SWITCHED ACCESS (1+) 921-Fishers Island, New Any direct dialable
Service York) and Hawaii location worldwide
- --------------------------------------------------------------------------------
Locations in the 48
contiguous United States,
Hawaii, Alaska, the US Locations in the 48
SWITCHED ACCESS (Toll Virgin Islands, Puerto contiguous United States
Free) Service Rico and Hawaii
- --------------------------------------------------------------------------------
DEDICATED ACCESS (1+) Locations in the 48 Any direct dialable
Service contiguous United States location worldwide
- --------------------------------------------------------------------------------
Locations in the 48
contiguous United States,
Hawaii, Alaska, the US Any Customer designated
DEDICATED ACCESS (Toll Virgin Islands, Puerto Dedicated Service
Free) Service Rico Interconnection
- --------------------------------------------------------------------------------
Locations in the 48
contiguous United
States, Hawaii, Alaska,
Locations in the 48 the US Virgin Islands,
BASIC TRAVEL CARD Service contiguous United States Puerto Rico and Canada
- --------------------------------------------------------------------------------
Locations in Hawaii,
Alaska, the US Virgin
Islands, Puerto Rico and Locations in the 48
BASIC TRAVEL CARD Services Canada contiguous United States
- --------------------------------------------------------------------------------
Select International Locations in the 48
BASIC TRAVEL CARD Service locations. contiguous United States
- --------------------------------------------------------------------------------
SEE Schedule 6 to the SEE Schedule 6 to the
TRAVEL CARD Service - applicable Rate and applicable Rate and
Enhanced Features Discount Schedule. Discount Schedule.
- --------------------------------------------------------------------------------
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6. BILLING INCREMENTS:
(A) Classic Service - (i) all calls (excluding California IntraLATA
and California intrastate calls and calls to International
Locations, Canada and Mexico) will be billed in six (6) second
increments and subject to a six (6) second minimum charge, (ii)
California IntraLATA and California intrastate calls will be
billed in six (6) second increments and subject to an eighteen
(18) second minimum, and (ii) calls to International Locations,
Canada and Mexico will be billed in six (6) second increments and
subject to a thirty (30) second minimum charge.
(B) All calls will be billed (i) utilizing Hardware Answer
Supervision where available, and with respect to TOLL FREE
Services, 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, WorldCom
reserves the right to suspend TOLL FREE Service or deny requests
by Customer for additional Service until appropriate compliance
is established.
7. CDR MEDIA: WorldCom will provide Call Detail Records (CDRs) for 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 under this Section (i) monthly is provided at no charge, (ii)
weekly is subject to a recurring monthly charge of [*], 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).
- --------------------------------------------------------------------------------
Total Contract Non-Recurring
TYPE Value Installation Charge
- --------------------------------------------------------------------------------
Daily CDR Media-Customer
provided hardware and software [*] [*]
- --------------------------------------------------------------------------------
Daily CDR Media-PC Solution [*] [*]
- --------------------------------------------------------------------------------
Sub-Daily CDR Media-Customer
provided hardware and software [*] [*]
- --------------------------------------------------------------------------------
Sub-Daily CDR Media-PC Solution [*] [*]
- --------------------------------------------------------------------------------
8. TOLL FREE NUMBERS:
(a) 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 WorldCom, and
if provided, will be subject to additional charges as set forth below and
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 WorldCom for Customer. Customer requests
for TOLL FREE numbers inconsistent with the above stated conditions may be
considered by WorldCom on an individual case basis. TOLL FREE numbers
reserved for Customer will be activated upon Customer's request, however,
with respect to TRANSCEND(TM)Service, WorldCom may charge Customer an SMS
Storage fee for each TOLL FREE number.
(b) Customer Request for Specific Numbers - [*] per individual TOLL FREE
number.
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(c) 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 WorldCom under 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
WorldCom for reassignment of the TOLL FREE number(s) reserved for or
assigned to Customer.
9. ENHANCED TOLL FREE SERVICES: The following TOLL FREE identification services
and routing options (collectively, "Enhanced TOLL FREE Services") are available
from WorldCom:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service - 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.
Page 6 of 8
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 SWITCHED ACCESS Service (TOLL
FREE) and DEDICATED ACCESS Service (TOLL FREE), whichever is applicable,
as described in the applicable Rate and Discount Schedule excluding Route
Completion (Overflow). If Customer selects Route Completion (Overflow) and
Customers traffic overflows from DEDICATED ACCESS Service (TOLL FREE) to
SWITCHED ACCESS Service (TOLL FREE), Customer's minute of use rate will be
the rate associated with SWITCHED ACCESS Service (TOLL FREE). The TOLL
FREE Routing Option Feature Charges are as follows:
Installation Charge: [*] per feature; maximum of [*] per TOLL FREE
number.
Change Order Charge: [*] per feature; maximum of [*] per TOLL FREE
number.
Monthly Recurring Charge: [*] per feature; maximum of [*] per TOLL FREE
number.
Expedite Charge: [*] (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.
10. RESPORG SERVICES: Responsible Organization Services (relevant to TOLL
FREE Numbers) if provided by WorldCom will be provided by WorldCom pursuant
to WorldCom's F.C.C. Tariff No. 5.
11. AUTHORIZATION CODES FOR TRAVEL CARD SERVICE: WorldCom will supply Customer
with authorization codes ("Codes") containing nine (9) or fourteen (14) digits
for use with a corresponding TOLL FREE Service number for origination and
termination of TRAVEL CARD Service calls. The Codes may be obtained by Customer
in blocks of ten (10) not to exceed a total of 1000 Codes at any one time.
WorldCom reserves the right to deny access to any Code at any time.
12. INBOUND PORTION OF TRAVEL CARD SERVICE CALL: The inbound service portion of
a TRAVEL CARD Service call (i.e., the TOLL FREE Service) must be provided by
WorldCom.
13. ACCOUNTING CODES: For every billed telephone number (BTN) requested by
Customer, whether verified or non-verified, Customer shall pay a monthly
recurring charge of [*].
14. PAY PHONE SURCHARGE: In the event 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"), WorldCom will charge and Customer agrees to pay
WorldCom the amount of the Payphone Surcharge which is required to be paid by
WorldCom.
15. RBOC TERMINATION/ORIGINATION: With respect to Classic Switched Services,
following Start of Service for TERMINATION SERVICE, TOLL FREE ORIGINATION
Service and/or DEDICATED ACCESS Service, Customer will maintain at least 80% of
the minutes of traffic (during any calendar month or pro rata portion thereof)
with respect to each of the above-mentioned Services for termination or
origination in a Tandem owned and operated by a Regional Bell Operating Company
("RBOC Terminations/Originations") and subject to such RBOC's tariffed access
charges. WorldCom
Page 7 of 8
shall have the right to apply a [*] per minute surcharge to the number of
minutes by which Non-RBOC Terminations/Originations exceed 20% of total monthly
minutes for each of the following Services: TERMINATION Service, TOLL FREE
ORIGINATION Service and DEDICATED ACCESS Service.
16. PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE (PICC): With respect to Classic
Switched Services, WorldCom will charge Customer for any LEC-assessed
presubscribed interexchange carrier charge ("PICC Charge") which PICC Charge
will be reasonably determined by WorldCom as of a date certain each month (the
"PICC Charge Determination Date") but only if WorldCom is directly billed by the
LEC for such PICC Charge. Customer's PICC Charge will be determined as of the
PICC Charge Determination Date and will be based on the same criteria for which
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
Section 16 will be deemed to include any other similar additional charges
assessed by a LEC after the date of this Agreement, (i.e., charges for which
WorldCom is not currently being assessed).
IN WITNESS WHEREOF, Customer has initialed this CLASSIC/TRANSCEND(TM)
SWITCHED SERVICES Service Schedule on the date first written above.
INCOMNET COMMUNICATIONS CORPORATION
Customer's Initials /s/ MJK
----------------
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