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EXHIBIT - 10.31
TRANSCEND(TM)
SERVICE SCHEDULE
This Service Schedule it made as of the 8th day of August, 1997, by and
between WorldCom Network Services, Inc. d/b/a WilTel ("WilTel") and Telehub
Communications Corp. ("CUSTOMER") and is a part of their agreement for switched
services, identified as TSA#__-_____ (THE "AGREEMENT"). Neither Customer nor
WilTel shall he obligated with respect to the Service described below, nor any
other condition of Service until Customer has submitted and WilTel has accepted
a Service Request with respect to the particular Services.
1. TRANSCEND(TM) SERVICES: During the Service Term of the Agreement, WilTel
will provide the following Services (all as more particularly described herein),
(i) to and from the locations below, (ii) for the charges and discount(s), if
any, set forth in the Program Enrollment Terms dated concurrently herewith.
(a) Transcend Termination Service ("TERMINATION SERVICE") which is
WilTel's termination of calls received from Customer's Service
Interconnection(s).
(b) Transcends (TM) 800 Origination Service ("800 ORIGINATION SERVICE")
which is the origination of calls by WilTel and the termination of such calls to
Customer's Service Interconnection(s).
(c) Transcend (TM) Switched Access Service ("SWITCHED ACCESS SERVICE")
which is the origination and termination of calls solely over facilities
comprising the WilTel network.
(d) Transcends (TM) Dedicated Access Service ("DEDICATED ACCESS SERVICE")
which is the origination and termination of calls solely over facilities
comprising the WilTel network.
(e) Transcends (TM) Travel Card Service ("TRAVEL CARD SERVICE") which is
the origination and termination of calls solely over facilities comprising the
WilTel network. Further, the inbound service portion of a TRAVEL CARD Service
call (i.e., the 800 Service) must be provided by WilTel.
2. START OF SERVICE:
(a) Start of Service for TERMINATION Service will occur concurrently with
the activation of each circuit comprising Service Interconnections relevant to
WilTel TERMINATION Service.
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(b) Start of Service for 800 ORIGINATION Service will occur concurrently
with the activation of each circuit comprising Service Interconnections relevant
to 800 ORIGINATION Service.
(c) Start of Service for SWITCHED ACCESS Service will occur on (i) an ANI
by ANI basis concurrently with the activation of each ANI to be served, and (ii)
an 800 Number by 800 Number basis concurrently with the activation of each 800
Number.
(d) Start of Service for DEDICATED ACCESS Service will occur concurrently
with the activation of each circuit comprising Service Interconnections relevant
to DEDICATED ACCESS Service.
(e) Start of Service for TRAVEL CARD Service will occur on a Authorization
Code by Authorization Code basis concurrently with the activation of each
Authorization Code.
3. SERVICE INTERCONNECTIONS - TERMINATION SERVICE AND 800 ORIGINATION SERVICE:
(a) In order to utilize TERMINATION service and 800 ORIGINATION Service,
one or more full time dedicated connections between Customer's network and the
WilTel network at one or more WilTel designated locations ("WILTEL POP") must be
established ("SERVICE INTERCONNECTION(S)"). Each Service Interconnection shall
be comprised of one or more DS-1 circuits.
(b) The circuit(s) comprising each Service Interconnection to a WilTel POP
shall be requested by Customer on the appropriate WilTel Service Request. Each
Service Request for TERMINATION Service or 800 Origination Service will describe
(among other things) the WilTel 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 WilTel and recorded in Technical Information Sheets
provided by WilTel.
(c) Once ordered, and unless otherwise provided for in this Agreement,
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 WilTel.
(d) Absent the automatic number identification ("ANI") of the calling
party, Customer shall provide WilTel 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
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WilTel POP is located to which the Service Interconnection is made. This
Certification shall be provided by Customer prior to Start of Service for any
Service Interconnection and may be modified from time to time by Customer and
subject to recertification upon the request of WilTel which requests shall not
be made unilaterally by WilTel 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 provided for
in the Pricing exhibit. In the event WilTel or any other third party requires an
audit of WilTel'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 WilTel or any
third party solely for the purpose of verifying Customer's interstate/intrastate
minutes of traffic. Customer agrees to indemnify WilTel for any liability WilTel
incurs in the event Customer's Certification is different than that determined
by the Audit .
(e) Customer shall be solely responsible for establishing and maintaining
each Service Interconnection over facilities subject to WilTel'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
WilTel. If a Service Interconnection is proposed to be made via a local exchange
carrier, WilTel will have the authority to direct Customer to utilize WilTel'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 WilTel. The monthly recurring charge
relevant to Customer's use of LSA capacity shall be subject to upward adjustment
by WilTel from time to time. Such 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
WilTel, such facilities will be provided on an individual case basis.
(g) Commencing with the first full calendar month FOLLOWING Start of
Service for each circuit comprising a Service Interconnection and thereafter,
Customer will maintain an average loading of traffic per DS-1 (or DS-1
equivalent circuit) of not less than [*] minutes of use per calendar
month/billing period ("MINIMUM MONTHLY USAGE"). In the event Customer fails to
obtain the required Minimum Monthly
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Usage level for the circuits comprising each Service Interconnection, WilTel
will charge and Customer will pay [*] multiplied by the difference between the
Minimum Monthly Usage and the actual minutes of use for the circuit(s)
comprising the Service Interconnection in question ("MINIMUM USAGE CHARGE").
WilTel TERMINATION Service and 800 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: CUSTOMER'S ACTUAL MONTHLY USAGE FOR 2 DS-LS COMPRISING CUSTOMER'S
SERVICE INTERCONNECTION AT WILTEL POP A IS [*] MINUTES AND CUSTOMER'S
ACTUAL MONTHLY USAGE FOR 2 DS-LS COMPRISING CUSTOMER'S SERVICE
INTERCONNECTION AT WILTEL POP B IS [*] MINUTES. CUSTOMER WOULD BE
SUBJECT TO A MINIMUM USAGE CHARGE OF [*] SINCE CUSTOMER'S MINIMUM
MONTHLY USAGE AT WILTEL POP A WAS BELOW [*] AND NO MINIMUM MONTHLY
USAGE CHARGE FOR THE SERVICE INTERCONNECTION AT WILTEL POP B, BECAUSE
CUSTOMER EXCEEDED THE REQUIRED MINIMUM OF [*] IN ACTUAL MINUTES OF
USE FOR THE 2 DS-LS COMPRISING THE SERVICE INTERCONNECTION AT WILTEL
POP B.
(h) Customer may cancel circuits comprising the Service Interconnection(s)
at any time without liability to WilTel for cancellation charges. In the event
Customer does not have a Minimum Commitment and Customer cancels all circuits
comprising all Service Interconnections at any time during the Service Term, the
Cancellation Charge described in Subsection 2(A) of the Agreement shall not
apply. Provided, however, Customer shall nevertheless be liable to pay WilTel a
cancellation charge (regardless of the number of DS-1 or DS-1 equivalent
circuits comprising the Service Interconnection(s) in question) of [*]
multiplied by the number of months (or pro rata portion thereof) remaining in
the Service Term ("CARRIER SERVICE CANCELLATION CHARGE").
(i) Because the damages to WilTel from Customers cancellation or
termination of all circuits comprising all Service Interconnections prior to
completion of the Service-Term is difficult if not impossible to determine, the
Carrier Service Cancellation Charge due to WilTel in accordance with this
Subsection is intended by the parties to establish liquidated damages payable by
Customer to WilTel and not as a penalty of any kind.
4. SERVICE INTERCONNECTIONS - DEDICATED ACCESS:
(a) In order to utilize DEDICATED ACCESS Service, one or more full time
dedicated connections between an End User's private
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branch exchange ("PBX") or other customer premise equipment and the WilTel
network at one or more WilTel designated locations ("WILTEL POP") must be
established ("DEDICATED SERVICE INTERCONNECTION(S)"). Each Dedicated Service
Interconnection shall be comprised of one or more DS-1 circuits or DS-3
circuits.
(b) The circuit(s) comprising each Dedicated Service Interconnection to a
WilTel POP shall be requested by Customer on the appropriate WilTel Service
Request. Each Service Request for DEDICATED ACCESS Service will describe (among
other things) the WilTel POP to which a Dedicated Service Interconnection is to
be established, the Requested Service Date therefor, the type and quantity of
circuits comprising the Dedicated Service Interconnection and any charges and
other information relevant thereto, such as, the location of the end user's
originating or terminating location, as the case may be. Such additional
information may be obtained from Customer or gathered by WilTel and recorded in
Technical Information Sheets provided by WilTel.
(c) Once ordered, and unless otherwise provided for in this Agreement,
Dedicated Service Interconnections or the circuits comprising each Dedicated
Service Interconnection may only be canceled by customer upon not less than
thirty (30) days prior written notice to WilTel.
(d) WilTel will provision and maintain local access facilities between the
End User Location and the WilTel POP, subject to any LEC charges plus other
applicable terms and charges set forth in WilTel's F.C.C. Tariff No. 5. If other
private line interexchange facilities are necessary to establish a Dedicated
Service Interconnection, such facilities will be provided on an individual case
basis.
(e) Customer may elect to be responsible for establishing each Dedicated
Service Interconnection over facilities subject to WilTel's approval. Dedicated
Service Interconnections shall only be comprised of DS-1 facilities unless
otherwise provided for in the Service Request. If a Dedicated Service
Interconnection is proposed to be made via a local exchange carrier, WilTel will
have the authority to direct Customer to utilize WilTel's entrance facilities or
local serving arrangement ("LNA") with the relevant local telephone operating
company, and Customer will be subject to a non-discriminatory charge therefor
from WilTel. The recurring charge relevant to Customer's use of LSA capacity
shall be stated in the corresponding Service Request subject, however, to upward
adjustment by WilTel. Such adjustment if any, shall not exceed the rate that
otherwise would be charged for the equivalent capacity between the same points
by the relevant local telephone operating company pursuant to its published
charges for the type of service in question.
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(f) DEDICATED ACCESS SERVICE MINUTES OF USE ARE NOT SUBJECT TO AGGREGATION
FOR THE PURPOSE OF DETERMINING IF CUSTOMER HAS MET ITS MINIMUM HOURLY USAGE FOR
TERMINATION SERVICE OR 800 ORIGINATION SERVICE.
5. BILLING INCREMENTS: U.S. Domestic (including Alaska, Hawaii, United States
Virgin Islands and Puerto Rico) Service calls will be billed in six (6) second
increments and subject to a six (6) second minimum charge (i) utilizing Hardware
Answer Supervision where available, and (ii) with respect to 800 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, WilTel reserves the right to suspend 800 Service or deny requests by
Customer for additional Service until appropriate compliance is established. All
international calls will be billed in six (6) second increments and subject to a
thirty (30) second minimum charge.
6. FORECASTS: Before Customer's initial order for Service, Customer shall
provide WilTel with a forecast regarding the number of minutes expected to be
terminated or originated in various LATAs and/or Tandems, so as to enable WilTel
to configure optimum network arrangements. IN THE EVENT CUSTOMER'S SERVICE
TRAFFIC VOLUMES RESULT IN A LOWER THAN INDUSTRY STANDARD COMPLETION RATE OR
OTHERWISE ADVERSELY AFFECT THE WILTEL NETWORK, WILTEL RESERVES THE RIGHT TO
BLOCK THE SOURCE OF SUCH ADVERSE TRAFFIC AT ANY TIME. Customer will provide
WilTel with additional forecasts from time to time upon WilTel's request which
shall not be more frequent than once every three (3) months.
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7. SERVICE INTERCONNECTION INSTALLATION:
(A) DS-1 circuits comprising all Service Interconnections (including
Dedicated Service Interconnections) will be subject to a nonrecurring [*] per
DS-1 switch port installation charge.
(b) DS-3 circuits comprising all Service Interconnections (including
Dedicated Service Interconnections) will be subject to a nonrecurring per DS-3
switch port installation charge as determined on an individual case basis.
8. CDR TAPES: WilTel will provide Call Detail Records for WilTel's Services in
machine readable form ("CDR TAPES") subject to the provisions set forth below:
(a) WilTel will provide Customer one (1) CDR Tape once each month in a
Fixed Rate Detail Record (FRDR) format which WilTel currently is then making
available to its Customers. Monthly CDR Tapes under this Subsection are provided
at no charge. Weekly CDR Tapes under this Subsection are subject to a recurring
monthly charge of [*].
(b) Customer may request and WilTel may provide Customer with daily Call
Detail Records electronically ("Daily CDR"). Daily CDR under this Subsection is
subject to a nonrecurring charge of [*]. All leased-line and equipment costs
necessary to implement Daily CDR will be determined on an individual case basis
depending on customer specific configuration.
9. 800 NUMBERS:
(a) 800 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 WilTel, and if provided,
will be subject to additional charges as set forth below and WilTel's then
current reservation policy which shall also apply to any randomly selected and
reserved 800 number. At any time preceding three (3) months from the scheduled
expiration of the Service Term, Customer may only reserve 800 numbers in an
amount equal to the greater of (i) 50, or (ii) fifteen percent (15%) of the
total number of 800 numbers activated by WilTel for Customer (unless another
allocation method is required by the FCC or other regulatory authority).
Customer requests for 800 numbers inconsistent with the above stated conditions
may be considered by WilTel on an individual case basis. 800 numbers reserved
for Customer will be activated upon Customer's request, however, each 800 number
will be subject to reversion to WilTel without notice to Customer after sixty
(60) days from issuance to Customer in the event WilTel
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records no level of measured charges associated with such number as of the
expiration or after said sixty (60) day period.
(B) CUSTOMER REQUEST FOR SPECIFIC NUMBERS - [*] PER INDIVIDUAL NUMBER.
(C) CUSTOMER SPECIFICALLY AGREES THAT REGARDLESS OF THE METHOD IN WHICH AN
800 NUMBER IS RESERVED FOR OR OTHERWISE ASSIGNED TO CUSTOMER, THAT CUSTOMER
WILL NOT SEEK ANY REMEDY FROM WILTEL UNDER A THEORY OF DETRIMENTAL RELIANCE OR
OTHERWISE THAT SUCH 800 NUMBER(S) ARE FOUND NOT TO BE AVAILABLE FOR CUSTOMER'S
USE UNTIL SUCH 800 NUMBER IS PUT IN SERVICE FOR THE BENEFIT OF CUSTOMER, AND
THAT SUCH 800 NUMBER(S) SHALL NOT BE SOLD, BARTERED, BROKERED OR OTHERWISE
RELEASED BY CUSTOMER FOR A FEE ("800 NUMBER TRAFFICKING"). ANY ATTEMPT BY
CUSTOMER TO ENGAGE IN 800 NUMBER TRAFFICKING SHALL BE GROUNDS FOR RECLAMATION
BY WILTEL FOR REASSIGNMENT OF THE 800 NUMBER(S) RESERVED FOR OR ASSIGNED TO
CUSTOMER.
10. ENHANCED 800 SERVICES: The following 800 identification services and
routing options (collectively, "ENHANCED 800 SERVICES") are available from
WilTel:
IDENTIFICATION SERVICES:
i. Dialed Number Identification Service - identification of specific 800
number dialed.
ii. Real-Time ANI - receipt of telephone number of calling party.
800 ROUTING OPTIONS:
i. Message Referral - recording (up to six (6) months) that informs
callers that the 800 number has been disconnected or refers callers
to new number.
ii. Call Area Selection - selection or blockage of locations where 800
numbers can be received from (i.e., State, NPA, LATA or NXX level).
iii. Call Distributor Routing - distribution of 800 traffic evenly over
dedicated access lines in a trunk group (e.g., ascending, descending,
most idle, least idle).
iv. Route Completion (Overflow) - overflow of 800 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).
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v. Geographic Routing - termination of calls to a single 800 number from
two or more originating routing groups to different locations.
vi. Time-of-Day Routing - routing of calls to single 800 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 800 number based on
each day of the week.
viii. Day-of-Year Routing - routing of calls to single 800 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 800 Routing Options described above (in addition to
the "800 Routing Option Feature Charges" described below) will be the same rates
for SWITCHED ACCESS Service (800) and DEDICATED ACCESS Service (800), whichever
is applicable, as described in the PET excluding Route Completion (Overflow). If
Customer selects Route Completion (Overflow) and Customer's traffic overflows
from DEDICATED ACCESS Service (800) to SWITCHED ACCESS Service (800), Customer's
minute of use rate will be the rate associated with SWITCHED ACCESS Service
(800). The 800 ROUTING OPTION FEATURE CHARGES are as follows:
Installation Charge: [*] per feature; maximum of [*] per 800 number.
Change Order Charges: [*] per feature; maximum of [*] per 800
number.
Monthly Recurring Charge: [*] per feature; maximum of [*] per 800
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.
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11. RESPORG SERVICES: Responsible Organization Services (relevant to 800
Numbers) if provided by WilTel are provided pursuant to WilTel's F.C.C. Tariff
No. 5.
12. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS:
(a) TERMINATION Service: (i) origination is available from any WilTel POP;
and (ii) termination is to any direct dialable location worldwide.
(b) 800 ORIGINATION Services (i) origination is available from locations in
the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands, Puerto Rico and Canada;
and (ii) termination is to any Customer designated Service Interconnection.
(c) SWITCHED Service (1+): (i) origination is available from all equal
access exchanges in the 48 contiguous United States except in LATA 921 (Fishers
Island, NY) and Hawaii; and (ii) termination is to any direct dialable location
worldwide.
(d) SWITCHED Service (800): (i) origination is available from locations in
the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands, Puerto Rico and Canada;
and (ii) termination is available to locations in the 48 contiguous United
States.
(e) DEDICATED ACCESS Service (1+): (i) origination is available from
locations in the 48 contiguous United States; and (ii) termination is available
to any direct dialable location worldwide.
(f) DEDICATED ACCESS Service (800): origination is available from locations
in the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands, Puerto Rico and
Canada; and (ii) termination is available to any Customer designated Dedicated
Service Interconnection.
(g) TRAVEL CARD Services (i) origination is available from locations in the
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands, Puerto Rico and Canada; (ii)
termination is available to locations in the 48 contiguous United States for
calls from locations in the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands,
Puerto Rico and Canada; (iii) termination is available to locations in the ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Virgin Islands, Puerto Rico and Canada for
calls from locations in the 48 contiguous United States; and (iv) International
Origination is available from select locations for termination within the 48
contiguous states.
13. AUTHORIZATION CODES-TRAVEL CARD SERVICE: WilTel will supply Customer with
authorization codes ("Codes") containing nine (9) digits for use with a
corresponding 800 Service number for origination and
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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.
WilTel reserves the right to deny access to any Code at any time.
14. ACCOUNTING CODES: For every billed telephone number (BTN) requested by
Customer, whether verified or non-verified, Customer shall pay a monthly
recurring charge of [*].
IN WITNESS WHEREOF, the parties have executed this Service Schedule on the
date first written above.
WORLDCOM NETWORK SERVICES, INC. TELEHUB COMMUNICATIONS CORP.
d/b/a WilTel
By: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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(Signature) (Signature)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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(Print Name) (Print Name)
V.P. Sales/Mkting
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(Title) (Title)
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