EXHIBIT 10.50
[BTI LOGO APPEARS HERE]
Carrier Services Agreement
This agreement, dated October 19, 1999, is between Business Telecom, Inc., a
North Carolina corporation with its principal office at 0000 Xxx Xxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx 00000, hereinafter called "BTI" and Knology Holdings,
Inc. hereinafter called "Customer" located at 0000 X.X. Xxxxxxx Xxxxx, Xxxx
Xxxxx, XX 00000.
WITNESSED:
BTI agrees to provide telecommunications services, attached hereto and
incorporated herein, to Customer on the following terms and conditions, and
Customer hereby agrees to accept such services pursuant to this Agreement.
1. Entire Agreement. This Agreement covers the entire understanding of the
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parties and any oral representations or agreements are hereby merged in
this Agreement upon its execution.
2. Agreement Modifications. This Agreement may be modified only by mutual
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consent and in writing, with notice to BTI sent to:
BTI
President & Chief Operating Officer
0000 Xxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
and notice to Customer sent to:
Knology Holdings, Inc.
Attn: General Counsel
X.X. Xxx 000, 0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
3. Scope of Agreement. BTI agrees to provide Customer with telecommunications
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services to include, but not limited to:
A. Domestic Termination and Directory Assistance Services, as per
Exhibit B
B. 800 Transport and RespOrg Services, as per Exhibit C
C. International Services, as per Exhibit D
D. Payphone Owner Compensation, as per Exhibit E
4. Nondisclosure. Either party shall not disclose to any third party during
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the service term any of the terms and conditions set forth in this
Agreement unless such disclosure is lawfully required by any federal
governmental agency or is otherwise required to be disclosed by law or is
necessary in any proceeding establishing rights and obligations under this
Agreement. Either party reserves the rights to terminate this Agreement
immediately upon delivering written notice to Customer of any unpermitted
third party disclosure thereunder.
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5. No-Waiver. No term or provision of this Agreement shall be deemed waived
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and no breach or default shall be deemed excused unless such waiver or
consent shall be in writing and singed by the party claimed to have waived
or consented. No consent by any party to, or waiver of, a breach or default
by the other, whether expressed or implied, shall constitute a consent to,
waiver of, or excuse for any different or subsequent breach or default.
6. Term. The term of this Agreement shall be effective, and its obligations
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shall commence, upon the date of execution by the parties. This Agreement
shall be effective for a period of one (1) year from the date of
commencement of services hereof, notwithstanding violation of nondisclosure
clause of Agreement. This Agreement will be automatically renewed for a six
(6) month period after the expiration of the initial or subsequent term. If
either party desires to cancel this Agreement after the initial or
subsequent terms, it shall give the other party notice of its intent to
cancel at least ninety (90) days prior to the expiration of the term. This
Agreement shall continue and remain in full force and effect until canceled
by either party under the provisions for due notice contained herein.
7. Payment. Customer hereby acknowledges that xxxxxxxx are done on a monthly
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basis for service at the rates described in the aforementioned Exhibits and
must be paid within twenty-five (25) days of date of xxxx by Customer. If
payment is not received by BTI within twenty-five (25) days, Customer agrees
to pay BTI a one and one-half percent (1.5%) late charge on all outstanding
balances. Furthermore, if payment of services is past due, BTI also reserves
the right to terminate service upon five (5) days prior written notice to
Customer. This termination does not relieve Customer of payment performance
for the period of time in which service was actually provided (i.e., prior
to termination).
8. Billing Disputes. Notwithstanding the foregoing, Customer may deduct from
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BTI Service xxxxxxxx for amounts reasonably disputed by customer, provided
Customer: (i) pays all undisputed charges on or before the Due Date, (ii)
presents a written statement of any billing discrepancies to BTI in
reasonable detail on or before the Due Date of the Invoice in question, and
(iii) negotiates in good faith with BTI for the purpose of resolving such
dispute. In the event such dispute is resolved in favor of BTI, Customer
agrees to pay BTI the disputed amounts together with any late fees within
fifteen (15) days of the resolution. In the event the dispute cannot be
resolved within a period of sixty (60) days following the Due Date of the
invoice in question (unless BTI has agreed in writing to extend such
period) the dispute will forwarded to the Executive Offices of both BTI and
the Customer. In the event, the dispute has not been resolved within fifteen
(15) days following the forwarding to Executive Management, either party may
seek legal remedies as defined in Section 14 of this agreement. BTI shall
not be obligated to consider any Customer notice of billing discrepancies
which are received by BTI more than sixty (60) days following in the Due
Date of the Invoice in question. In the event that Customer fails to pay an
invoice in full because of a billing dispute, BTI shall have the right to
suspend all or any portion of the Service to Customer until such time as the
dispute is resolved.
9. Technical Standards and Requirements for Interconnection.
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a. Access Facilities; Minimum Loading. BTI shall, to extent available and
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subject to BTI's standard terms and conditions, provide space at its
POP for interconnection of Customer facilities. Customer shall use only
DS-1 access facilities to connect to BTI's POP facilities. Commencing
on the first full calendar month of service after installation of each
DS-1, Customer shall be required to maintain a 150,000 minute per month
minimum loading requirement. Should Customer's usage fall below the
minimum loading requirement, Customer agrees to pay BTI a shortfall
penalty equal to the shortfall minutes multiplied by a rate of $0.2
per minute. Furthermore, if Customer does not maintain the minimum
loading requirements BTI reserves the right to disconnect the access
facilities.
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b. Facility Installation. Customer must supply a Traffic Forecast and
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pay a nonrecurring charge of $500.00 per DS-1 requested.
10. General Network Charges. Customer shall compensate BTI for the general
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network services associated with the BTI Services as follows:
a. Point-of-Presence Interconnects. Customer shall be responsible for all
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costs and expenses, nonrecurring, recurring or otherwise, associated
with obtaining interconnection, including cross connections if
applicable, into the meet points identified in Exhibit A.
b. Expedite Charges. Should Customer request expeditious service and/or
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changes to orders, BTI will pass through the charges assessed by any
supplying parties involved at the same rate to Customer.
11. Warranty. BTI will use its best efforts to maintain overall network
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quality. The quality of the services provided hereunder shall be consistent
with other common carrier industry standards, government regulations and
sound business practices.
12. Indemnification. In no event will either party hereto be liable to the
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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.
13. Execution. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed an original. It shall not be necessary in
making proof of the Agreement to produce or account for more than one of
such counterparts.
14. Choice of Law/Forum. This Agreement is executed at Raleigh, North
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Carolina, and shall be governed by the laws of the state of Delaware, with
venue at Raleigh, NC.
15. Partial Invalidity.
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a. If any term or provision of this Agreement shall be found to be illegal
or unenforceable, then, notwithstanding such illegality or
unenforceability, this Agreement shall remain in full force and effect
and such term or provision shall be deemed to be deleted.
b. In addition to the foregoing, this Agreement shall be terminated upon a
determination by a governmental entity having jurisdiction over the
services provided under this Agreement and the relationship of the
parties and/or services provided hereunder are contrary to then
existing law.
16. Cumulative Remedies. Except as otherwise provided herein, the remedies
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provided for in this Agreement are in addition to any other remedies
available at law or otherwise.
17. Independent Telco Surcharge. An 80/20 rule applies to all traffic
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terminating to or originating from Independent Telcos (Non-RBOC). If
traffic, originating from, or terminating to, Independent Telcos exceeds
20% of all originating or terminating traffic, a $.033 per minute surcharge
will apply to all minutes terminating or originating to the Independent
Telcos.
18. Rate Adjustments. BTI reserves the right to change either the rates
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disclosed in this Agreement or any amendments to this Agreement upon
fifteen (15) days prior notification for Domestic Termination Services.
Customer may elect to terminate this Agreement upon written notification of
rate changes for Domestic Termination Services, provided Customer gives
notification of such election at least five (5) days prior to effective
date of such charges, BTI reserves the right to change either the rates
disclosed in this Agreement or any amendment to this Agreement upon five
(5) days prior notification for International Termination Services.
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19. Credit Limit. BTI reserves the right to establish a credit limit for
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Customer to include but not be limited to all fees, charges and usage
(billed and/or unbilled). Customer's credit limit will be reviewed on a
monthly basis by the BTI Credit department and is subject to adjustment at
any time. When Customer has reached or exceeded the present credit limit,
Customer will be notified via a phone call to the authorized contact
person, and phone number, as stated on the credit application. The Customer
will then have forty-eight (48) hours to cure the balance via wire
transfer. BTI reserves the right to disconnect facilities when Customer has
reached or exceeded the preset credit limit if Customer has not shown good
faith to cure the existing balance or if evidence of funding is not
available.
20. Universal Service Fund. The Federal Communications Commission (FCC)
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mandates all telecommunications carriers who provide interstate,
intrastate, and international telecommunications services to contribute to
various universal service support funds. Carriers are required to complete
a worksheet detailing gross billed revenues for submission to the FCC on a
semi-annual basis. Revenues from services provided to Resellers are
excluded from the funding base for determining Universal Service
Contributions of the underlying contributor. A reseller is defined as a
telecommunications service provider that:
(1) Incorporate the purchased telecommunications services into its
own offerings; and
(2) Can reasonably be expected to contribute to support Universal
Service based on revenues from these offerings.
BTI will not be reporting revenues received from Customer in its funding
base for determining Universal Service Contributions. As a Reseller,
Customer is responsible for remitting universal service support payments
directly to the Universal Service Fund Administrator.
21. Intentionally omitted.
22. Assignment. Not withstanding the foregoing, Customer may assign or delegate
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its obligations hereunder to any affiliate or subsidiary of Customer
without the prior written consent of BTI, but upon reasonable written
notice to BTI. Such assignment shall not relieve Customer of any
obligations or liabilities hereunder. This Agreement shall be binding upon
and inure to the benefit of Customer and its successors and assigns.
23. Length of Offer; Entire Agreement. This offer shall remain open and be
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capable of being accepted by Customer until September 30, 1998. Any and all
prior agreements made with Customer, whether written or oral, shall be
superseded by this offer. Exclusive of any rates modifications initiated by
BTI, once this Agreement has been executed, any amendments hereto must be
made in writing and signed by both parties.
In witness whereof the parties hereto have executed this Agreement as of the day
and year first above written.
Knology Holdings, Inc. BTI
By: /s/ Xxx Xxxxxx By: /s/ R. Xxxxxxx Xxxxxxx
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Title: VP Network OPS Title: President & Chief Operating Officer
Date: 04/13/00 Date: 5/4/00
